SUPPLEMENTAL INDENTURE




 EXHIBIT 4.6.4 
  
 SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of February 20, 2004, by and among the
newly-acquired Restricted Subsidiaries of Ventas, Inc. listed in Annex A (each, a “Guaranteeing Subsidiary,” and, collectively, the “Guaranteeing Subsidiaries”), Ventas Realty, Limited Partnership, a Delaware
limited partnership, and Ventas Capital Corporation, a Delaware corporation, as Issuers under the Indenture referred to herein, Ventas, Inc., a Delaware corporation, Ventas LP Realty, L.L.C., a Delaware limited liability company, Ventas Healthcare
Properties, Inc, a Delaware corporation, and Ventas TRS, LLC, a Delaware limited liability company as Guarantors under the Indenture referred to herein as heretofore supplemented, and U.S. Bank National Association, as trustee under the Indenture
referred to herein (the “Trustee”). 
  
 W I T N E
S S E T H 
  
 WHEREAS, the Issuers have heretofore executed and
delivered to the Trustee an indenture (the “Indenture”), dated as of April 17, 2002 providing for the issuance of 9% Senior Notes due 2012 (the “Notes”); 
  
 WHEREAS, the Indenture provides that under certain circumstances each Guaranteeing Subsidiary shall execute and deliver to
the Trustee a supplemental indenture pursuant to which each Guaranteeing Subsidiary shall unconditionally guarantee all of the Issuers’ Obligations under the Notes and the Indenture on the terms and conditions set forth herein (the
“Note Guarantee”); and 
  
 WHEREAS, pursuant to
Section 9.01 of the Indenture, the Trustee is authorized to execute and deliver this Supplemental Indenture. 
  
 NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, each
Guaranteeing Subsidiary and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes as follows: 
  
 1. CAPITALIZED TERMS. Capitalized terms used herein without definition shall have the meanings assigned to them in the
Indenture. 
  
 2. AGREEMENT TO
GUARANTEE. Each Guaranteeing Subsidiary hereby agrees as follows: 
  
 (a) Along with all Guarantors, to jointly and severally Guarantee to each Holder of a Note authenticated and delivered by the Trustee and
to the Trustee and its successors and assigns, the Notes or the obligations of the Issuers hereunder or thereunder, that: 
  
 (i) the principal of, and premium and Liquidated Damages, if any, and interest on the Notes will be promptly paid in full when due,
whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of and interest on the Notes, if any, if lawful, and all other obligations of the Issuers to the Holders or the Trustee hereunder or thereunder will
be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and 








 (ii) in case of any extension of time of payment or renewal of any Notes or any of such
other obligations, that same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed
or any performance so guaranteed for whatever reason, the Guarantors shall be jointly and severally obligated to pay the same immediately. 
  
 (b) The obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or the
Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the Issuers, any action to enforce the same or any
other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantor, other than payment in full of all Obligations under the Notes. 
  
 (c) The following is hereby waived: diligence, presentment, demand of payment, filing of claims with a court
in the event of insolvency or bankruptcy of the Issuers, any right to require a proceeding first against the Issuers, protest, notice and all demands whatsoever. 
  
 (d) This Note Guarantee shall not be discharged except by complete performance of the obligations contained
in the Notes and the Indenture, and the Guaranteeing Subsidiary accepts all obligations of a Guarantor under the Indenture. 
  
 (e) If any Holder or the Trustee is required by any court or otherwise to return to the Issuers, the Guarantors, or any custodian,
trustee, liquidator or other similar official acting in relation to either the Issuers or the Guarantors, any amount paid by either to the Trustee or such Holder, this Note Guarantee, to the extent theretofore discharged, shall be reinstated in full
force and effect. 
  
 (f) Each Guaranteeing
Subsidiary shall not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. 
  
 (g) As between the Guarantors, on the one hand, and the
Holders and the Trustee, on the other hand, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article 6 of the Indenture for the purposes of this Note Guarantee, notwithstanding any stay, injunction or other
prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such obligations as provided in Article 6 of the Indenture, such obligations (whether or not due and
payable) shall forthwith become due and payable by the Guarantors for the purpose of this Note Guarantee. 
  
 (h) The Guarantors shall have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not
impair the rights of the Holders under the Note Guarantee. 
  

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 (i) Pursuant to Section 10.02 of the Indenture, after giving effect to any maximum amount
and all other contingent and fixed liabilities that are relevant under any applicable Bankruptcy or fraudulent conveyance laws, and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of
any other Guarantor in respect of the obligations of such other Guarantor under Article 10 of the Indenture, this new Note Guarantee shall be limited to the maximum amount permissible such that the obligations of such Guarantor under this Note
Guarantee will not constitute a fraudulent transfer or conveyance. 
  
 3. EXECUTION AND DELIVERY. Each Guaranteeing Subsidiary agrees that the Note Guarantees shall remain in full force and effect notwithstanding any failure to endorse on each Note a notation of
such Note Guarantee. 
  
 4. GUARANTEEING
SUBSIDIARY MAY CONSOLIDATE, ETC. ON CERTAIN TERMS. 
  
 (a) Each Guaranteeing Subsidiary may not sell or otherwise dispose of all substantially all of its assets to, or consolidate with or merge
with or into (whether or not such Guarantor is the surviving Person) another Person, other than the Issuers or another Guarantor unless: 
  
 (i) immediately after giving effect to such transaction, no Default or Event of Default exists; and 
  
 (ii) either (A) subject to Sections 10.04 and 10.05 of the
Indenture, the Person acquiring the property in any such sale or disposition or the Person formed by or surviving any such consolidation or merger unconditionally assumes all the obligations of that Guarantor, pursuant to a supplemental indenture in
form and substance reasonably satisfactory to the Trustee, under the Notes, the Indenture and the Note Guarantee on the terms set forth herein or therein; or (B) the Net Proceeds of such sale or other disposition are applied in accordance with the
applicable provisions of the Indenture, including without limitation, Section 4.11 thereof. 
  
 (b) In case of any such consolidation, merger, sale or conveyance and upon the assumption by the successor Person, by supplemental
indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of the Note Guarantee endorsed upon the Notes and the due and punctual performance of all of the covenants and conditions of the Indenture to be performed by
the Guarantor, such successor Person shall succeed to and be substituted for the Guarantor with the same effect as if it had been named herein as a Guarantor. Such successor Person thereupon may cause to be signed any or all of the Note Guarantees
to be endorsed upon all of the Notes issuable under the Indenture which theretofore shall not have been signed by the Issuers and delivered to the Trustee. All the Note Guarantees so issued shall in all respects have the same legal rank and benefit
under the Indenture as the Note Guarantees theretofore and thereafter issued in accordance with the terms of the Indenture as though all of such Note Guarantees had been issued at the date of the execution hereof. 
  

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 (c) Except as set forth in Articles 4 and 5 and Section 10.05 of Article 10 of the
Indenture, and notwithstanding clauses (a) and (b) above, nothing contained in the Indenture or in any of the Notes shall prevent any consolidation or merger of a Guarantor with or into the Issuers or another Guarantor, or shall prevent any sale or
conveyance of the property of a Guarantor as an entirety or substantially as an entirety to the Issuers or another Guarantor. 
  
 5. RELEASES. 
  
 (a) In the event of any sale or other disposition of all or substantially all of the assets of any Guarantor, by way of merger,
consolidation or otherwise, or a sale or other disposition of all of the capital stock of any Guarantor, in each case to a Person that is not (either before or after giving effect to such transaction) a Subsidiary of Ventas, Inc., then such
Guarantor (in the event of a sale or other disposition, by way of merger, consolidation or otherwise, of all of the capital stock of such Guarantor) or the corporation acquiring the property (in the event of a sale or other disposition of all or
substantially all of the assets of such Guarantor) will be released and relieved of any obligations under its Note Guarantee; provided that the Net Proceeds of such sale or other disposition are applied in accordance with the applicable
provisions of the Indenture, including without limitation Section 4.11 of the Indenture. Upon delivery by the Issuers to the Trustee of an Officers’ Certificate and an Opinion of Counsel to the effect that such sale or other disposition was
made by the Issuers in accordance with the provisions of the Indenture, including without limitation Section 4.11 of the Indenture, the Trustee shall execute any documents reasonably required in order to evidence the release of any Guarantor from
its obligations under its Note Guarantee. 
  
 (b)
Any Guarantor not released from its obligations under its Note Guarantee shall remain liable for the full amount of principal of and interest on the Notes and for the other obligations of any Guarantor under the Indenture as provided in Article 10
of the Indenture. 
  
 6. NO RECOURSE
AGAINST OTHERS. No past, present or future director, officer, employee, incorporator, stockholder or agent of any of the Guaranteeing Subsidiaries, as such, shall have any liability for any obligations of the Issuers or
any Guaranteeing Subsidiary under the Notes, any Note Guarantees, the Indenture or this Supplemental Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of the Notes by accepting a
Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes. Such waiver may not be effective to waive liabilities under the federal securities laws and it is the view of the Commission
that such a waiver is against public policy. 
  
 7. NEW YORK LAW
TO GOVERN. THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE BUT WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER
JURISDICTION WOULD BE REQUIRED THEREBY. 
  

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 8. COUNTERPARTS. The parties may sign any number of copies of this Supplemental Indenture.
Each signed copy shall be an original, but all of them together represent the same agreement. 
  
 9. EFFECT OF HEADINGS. The Section headings herein are for convenience only and shall not affect the construction hereof. 
  
 10. THE TRUSTEE. The Trustee shall not be
responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Guaranteeing Subsidiaries and
the Issuers. 
  

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 IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed and
attested, all as of the date first above written. 
  

			
	ELDERTRUST
		
	By:	 	 /s/ T. Richard Riney


	Name:	 	T. Richard Riney
	Title:	 	Secretary
	
	ELDERTRUST OPERATING LIMITED PARTNERSHIP
	By:	 	ELDERTRUST, its general partner
		
	By:	 	 /s/ T. Richard Riney


	Name:	 	T. Richard Riney
	Title:	 	Secretary
	
	ET CAPITAL CORP.
		
	By:	 	 /s/ T. Richard Riney


	Name:	 	T. Richard Riney
	Title:	 	Secretary
	
	ET SUB-BERKSHIRE LIMITED PARTNERSHIP
	By:	 	ET BERKSHIRE, L.L.C., its general partner
	By:	 	ELDERTRUST OPERATING LIMITED PARTNERSHIP,
	its sole member
	By:	 	ELDERTRUST, its general partner
		
	By:	 	 /s/ T. Richard Riney


	Name:	 	T. Richard Riney
	Title:	 	Secretary
	
	[SIGNATURE PAGES CONTINUE]


  

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	ET BERKSHIRE, L.L.C.
	By:	 	ELDERTRUST OPERATING LIMITED PARTNERSHIP,
	its sole member
	By:	 	ELDERTRUST, its general partner
		
	By:	 	 /s/ T. Richard Riney


	Name:	 	T. Richard Riney
	Title:	 	Secretary
	
	CABOT ALF, L.L.C.
	By:	 	ELDERTRUST OPERATING LIMITED PARTNERSHIP,
	its sole member
	By:	 	ELDERTRUST, its general partner
		
	By:	 	 /s/ T. Richard Riney


	Name:	 	T. Richard Riney
	Title:	 	Secretary
	
	CLEVELAND ALF, L.L.C.
	By:	 	ELDERTRUST OPERATING LIMITED PARTNERSHIP,
	its sole member
	By:	 	ELDERTRUST, its general partner
		
	By:	 	 /s/ T. Richard Riney


	Name:	 	T. Richard Riney
	Title:	 	Secretary
	
	ET SUB-HERITAGE WOODS, L.L.C.
	By:	 	ELDERTRUST OPERATING LIMITED PARTNERSHIP,
	its sole member
	By:	 	ELDERTRUST, its general partner
		
	By:	 	 /s/ T. Richard Riney


	Name:	 	T. Richard Riney
	Title:	 	Secretary
	
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	ET SUB-HIGHGATE, L.P.
	By:	 	ET GENPAR, L.L.C., its general partner
	By:	 	ELDERTRUST OPERATING LIMITED PARTNERSHIP,
	its sole member
	By:	 	ELDERTRUST, its general partner
		
	By:	 	 /s/ T. Richard Riney


	Name:	 	T. Richard Riney
	Title:	 	Secretary
	
	ET GENPAR, L.L.C.
	By:	 	ELDERTRUST OPERATING LIMITED PARTNERSHIP,
	its sole member
	By:	 	ELDERTRUST, its general partner
		
	By:	 	 /s/ T. Richard Riney


	Name:	 	T. Richard Riney
	Title:	 	Secretary
	
	ET SUB-LACEY I, L.L.C.
	By:	 	ELDERTRUST OPERATING LIMITED PARTNERSHIP,
	its sole member
	By:	 	ELDERTRUST, its general partner
		
	By:	 	 /s/ T. Richard Riney


	Name:	 	T. Richard Riney
	Title:	 	Secretary
	
	ET SUB-LEHIGH LIMITED PARTNERSHIP
	By:	 	ET LEHIGH, L.L.C., its general partner
	By:	 	ELDERTRUST OPERATING LIMITED PARTNERSHIP,
	its sole member
	By:	 	ELDERTRUST, its general partner
		
	By:	 	 /s/ T. Richard Riney


	Name:	 	T. Richard Riney
	Title:	 	Secretary
	
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	ET LEHIGH, L.L.C.
	By:	 	ELDERTRUST OPERATING LIMITED PARTNERSHIP,
	its sole member
	By:	 	ELDERTRUST, its general partner
		
	By:	 	 /s/ T. Richard Riney


	Name:	 	T. Richard Riney
	Title:	 	Secretary
	
	ET SUB-LOPATCONG, L.L.C.
		
	By:	 	 /s/ T. Richard Riney


	Name:	 	T. Richard Riney
	Title:	 	Secretary
	
	ET SUB-PENNSBURG MANOR LIMITED PARTNERSHIP, L.L.P.
	By:	 	ET PENNSBURG FINANCE, L.L.C., its general partner
	By:	 	ELDERTRUST OPERATING LIMITED PARTNERSHIP,
	its sole member
	By:	 	ELDERTRUST, its general partner
		
	By:	 	 /s/ T. Richard Riney


	Name:	 	T. Richard Riney
	Title:	 	Secretary
	
	ET PENNSBURG FINANCE, L.L.C.
		
	By:	 	 /s/ T. Richard Riney


	Name:	 	T. Richard Riney
	Title:	 	Secretary
	
	ET SUB-PHILLIPSBURG I, L.L.C.
	By:	 	ELDERTRUST OPERATING LIMITED PARTNERSHIP,
	its sole member
	By:	 	ELDERTRUST, its general partner
		
	By:	 	 /s/ T. Richard Riney


	Name:	 	T. Richard Riney
	Title:	 	Secretary
	
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	ET SUB-PLEASANT VIEW, L.L.C.
		
	By:	 	 /s/ T. Richard Riney


	Name:	 	T. Richard Riney
	Title:	 	Secretary
	
	ET SUB-RITTENHOUSE LIMITED PARTNERSHIP, L.L.P.
	By:	 	ET GENPAR, L.L.C., its general partner
	By:	 	ELDERTRUST OPERATING LIMITED PARTNERSHIP,
	its sole member
	By:	 	ELDERTRUST, its general partner
		
	By:	 	 /s/ T. Richard Riney


	Name:	 	T. Richard Riney
	Title:	 	Secretary
	
	ET SUB-RIVERVIEW RIDGE LIMITED PARTNERSHIP, L.L.P.
	By:	 	ET GENPAR, L.L.C., its general partner
	By:	 	ELDERTRUST OPERATING LIMITED PARTNERSHIP,
	its sole member
	By:	 	ELDERTRUST, its general partner
		
	By:	 	 /s/ T. Richard Riney


	Name:	 	T. Richard Riney
	Title:	 	Secretary
	
	ET SUB-SANATOGA LIMITED PARTNERSHIP
	By:	 	ET SANATOGA, L.L.C., its general partner
	By:	 	ELDERTRUST OPERATING LIMITED PARTNERSHIP,
	its sole member
	By:	 	ELDERTRUST, its general partner
		
	By:	 	 /s/ T. Richard Riney


	Name:	 	T. Richard Riney
	Title:	 	Secretary
	
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	ET SANATOGA, L.L.C.
	By:	 	ELDERTRUST OPERATING LIMITED PARTNERSHIP,
	its sole member
	By:	 	ELDERTRUST, its general partner
		
	By:	 	 /s/ T. Richard Riney


	Name:	 	T. Richard Riney
	Title:	 	Secretary
	
	ET SUB-SMOB, L.L.C.
		
	By:	 	 /s/ T. Richard Riney


	Name:	 	T. Richard Riney
	Title:	 	Secretary
	
	VERNON ALF, L.L.C.
	By:	 	ELDERTRUST OPERATING LIMITED PARTNERSHIP,
	its sole member
	By:	 	ELDERTRUST, its general partner
		
	By:	 	 /s/ T. Richard Riney


	Name:	 	T. Richard Riney
	Title:	 	Secretary
	
	ET SUB-WILLOWBROOK LIMITED PARTNERSHIP, L.L.P.
	By:	 	ET GENPAR, L.L.C., its general partner
	By:	 	ELDERTRUST OPERATING LIMITED PARTNERSHIP,
	its sole member
	By:	 	ELDERTRUST, its general partner
		
	By:	 	 /s/ T. Richard Riney


	Name:	 	T. Richard Riney
	Title:	 	Secretary
	
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	VENTAS REALTY, LIMITED PARTNERSHIP
	By:	 	VENTAS, INC., its general partner
		
	By:	 	 /s/ T. Richard Riney


	Name:	 	T. Richard Riney
	Title:	 	Executive Vice President, General Counsel and Corporate Secretary
	
	VENTAS CAPITAL CORPORATION
		
	By:	 	 /s/ T. Richard Riney


	Name:	 	T. Richard Riney
	Title:	 	Executive Vice President, General Counsel and Corporate Secretary
	
	VENTAS, INC.
		
	By:	 	 /s/ T. Richard Riney


	Name:	 	T. Richard Riney
	Title:	 	Executive Vice President, General Counsel and Corporate Secretary
	
	VENTAS LP REALTY, L.L.C.
	By:	 	VENTAS, INC., its sole member
		
	By:	 	 /s/ T. Richard Riney


	Name:	 	T. Richard Riney
	Title:	 	Executive Vice President, General Counsel and Corporate Secretary
	
	VENTAS HEALTHCARE PROPERTIES, INC.
		
	By:	 	 /s/ T. Richard Riney


	Name:	 	T. Richard Riney
	Title:	 	Executive Vice President, General Counsel and Corporate Secretary
	
	[SIGNATURE PAGES CONTINUE]


  

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	VENTAS TRS, LLC
		
	By:	 	 /s/ T. Richard Riney


	Name:	 	T. Richard Riney
	Title:	 	Executive Vice President
	
	U.S. BANK NATIONAL ASSOCIATION,
as Trustee
		
	By:	 	 /s/ Robert T. Jones


	Name:	 	Robert T. Jones
	Title:	 	Vice President and Trust Officer


  
  

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 ANNEX A 
  
 NEWLY-ACQUIRED RESTRICTED SUBSIDIARIES OF VENTAS, INC. 
  

			
	 Name

	  	Place of Organization or Formation


	 ElderTrust
	  	Maryland
		
	 ElderTrust Operating Limited Partnership
	  	Delaware
		
	 ET Capital Corp.
	  	Delaware
		
	 ET Sub-Berkshire Limited Partnership
	  	Delaware
		
	 ET Berkshire, L.L.C.
	  	Delaware
		
	 Cabot ALF, L.L.C.
	  	Delaware
		
	 Cleveland ALF, L.L.C.
	  	Delaware
		
	 ET Sub-Heritage Woods, L.L.C.
	  	Delaware
		
	 ET Sub-Highgate, L.P.
	  	Pennsylvania
		
	 ET GENPAR, L.L.C.
	  	Delaware
		
	 ET Sub-Lacey I, L.L.C.
	  	Delaware
		
	 ET Sub-Lehigh Limited Partnership
	  	Delaware
		
	 ET Lehigh, L.L.C.
	  	Delaware
		
	 ET Sub-Lopatcong, L.L.C.
	  	Delaware
		
	 ET Sub-Pennsburg Manor Limited Partnership, L.L.P.
	  	Virginia
		
	 ET Pennsburg Finance, L.L.C.
	  	Delaware
		
	 ET Sub-Phillipsburg I, L.L.C.
	  	Delaware
		
	 ET Sub-Pleasant View, L.L.C.
	  	Delaware
		
	 ET Sub-Rittenhouse Limited Partnership, L.L.P.
	  	Virginia
		
	 ET Sub-Riverview Ridge Limited Partnership, L.L.P.
	  	Virginia
		
	 ET Sub-Sanatoga Limited Partnership
	  	Delaware
		
	 ET Sanatoga, L.L.C.
	  	Delaware
		
	 ET Sub-SMOB, L.L.C.
	  	Delaware
		
	 Vernon ALF, L.L.C.
	  	Delaware
		
	 ET Sub-Willowbrook Limited Partnership, L.L.P.
	  	Virginia