EX-4.5




 Exhibit 4.5 
  

 
 MPT OF MOUNTAIN VIEW, LLC, 

as Guarantor, 
 MPT OPERATING
PARTNERSHIP, L.P. 
 and 
 MPT
FINANCE CORPORATION, 
 as Issuers, 

MEDICAL PROPERTIES TRUST, INC., 

as Parent and a Guarantor, 
 the
other GUARANTORS named herein, 
 as Guarantors, 

and 
 WILMINGTON TRUST COMPANY,

 as Trustee 
  

 
 SECOND
SUPPLEMENTAL INDENTURE 
 Dated as of October 3, 2011 

To 
 INDENTURE 

Dated as of April 26, 2011 

6.875% Senior Notes due 2021 
  

 








 SECOND SUPPLEMENTAL INDENTURE 

SECOND SUPPLEMENTAL INDENTURE (this “Second Supplemental Indenture”), dated as
of October 3, 2011, by and among MPT of Mountain View, LLC, a Delaware limited liability company (the “New Guaranteeing Subsidiary”), MPT Operating Partnership, L.P., a Delaware limited partnership (“Opco”),
MPT Finance Corporation, a Delaware corporation (“Finco” and, together with Opco, the “Issuers”), Medical Properties Trust, Inc., a Maryland corporation (the “Parent”), as Guarantor, each of the
other Guarantors (as defined in the Indenture), as Guarantors, and Wilmington Trust Company, existing under the laws of the United States of America, as Trustee (the “Trustee”). 

WITNESSETH 
 WHEREAS, the
Issuers and the Guarantors have heretofore executed and delivered an Indenture, dated as of April 26, 2011 (the “Base Indenture”), as supplemented by that certain First Supplemental Indenture, dated as of August 10, 2011
(the “First Supplemental Indenture,” and together with the Base Indenture, the “Indenture”), providing for the issuance by the Issuers of the 6.875% Senior Notes due 2021 (the “Notes”); 

WHEREAS, pursuant to Section 9.01(a)(4) of the Indenture, the Issuers, the Guarantors and the Trustee may supplement the Indenture
without the consent of any Holders in order to add Guarantees with respect to the Notes; 
 WHEREAS, as of October 3, 2011, the New
Guaranteeing Subsidiary Guaranteed the Credit Agreement, and pursuant to Section 4.14(a) of the Indenture, the New Guaranteeing Subsidiary is required to become a Guarantor under the Indenture; 

WHEREAS, the Indenture requires that an entity that constitutes a Guarantor shall join the Issuers and the existing Guarantors in executing
and delivering to the Trustee a supplemental indenture pursuant to which such entity shall unconditionally Guarantee, on a joint and several basis, the full and prompt payment of the principal of, premium, if any, and interest in respect of the
Notes on a senior basis and all other obligations under the Indenture; and 
 WHEREAS, pursuant to Section 9.01 of the Indenture, the
Trustee is authorized to execute and deliver this Second Supplemental Indenture. 
 NOW, THEREFORE, in consideration of the foregoing and
for other good and valuable consideration, the receipt of which is hereby acknowledged, the Issuers, the Guarantors, the Trustee and the New Guaranteeing Subsidiary 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. The rules of interpretation set forth in the Indenture shall be applied here as if set forth in full herein. 








 2. AGREEMENT TO GUARANTEE. The New Guaranteeing
Subsidiary hereby agrees to provide an unconditional Guarantee on the terms and subject to the conditions set forth in the Indenture including but not limited to Article 10 thereof. 

3. MISCELLANEOUS PROVISIONS. 

(a) The Trustee makes no undertaking or representation in respect of, and shall not be responsible in any manner whatsoever for and in respect
of, the validity or sufficiency of this Second Supplemental Indenture or the proper authorization or the due execution hereof by the Issuers or for or in respect of the recitals and statements contained herein, all of which recitals and statements
are made solely by the Issuers. 
 (b) On the date hereof, the Indenture shall be supplemented and amended in accordance herewith, and this
Second Supplemental Indenture shall form part of the Indenture for all purposes, and the Holder of every Note heretofore or hereafter authenticated and delivered under the Indenture shall be bound thereby. The Trustee accepts the trusts created by
the Indenture, as amended and supplemented by this Second Supplemental Indenture, and agrees to perform the same upon the terms and conditions of the Indenture, as amended and supplemented by this Second Supplemental Indenture. 

(c) This Second Supplemental Indenture shall be deemed to be incorporated in, and made a part of, the Indenture. The Indenture, as amended and
supplemented by this Second Supplemental Indenture, shall be read, taken and construed as one and the same instrument and all the provisions of the Indenture shall remain in full force and effect in accordance with the terms thereof and as amended
and supplemented by this Second Supplemental Indenture. 
 (d) THIS SECOND SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. 
 (e) This Second Supplemental Indenture may be executed in any number of
counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument. 

[Signature Pages Follow] 

  
 3 









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

					
	MPT OPERATING PARTNERSHIP, L.P.,
	as Issuer,
		
	By:	 	 /s/ R. Steven Hamner

		 	Name:	 	R. Steven Hamner
		 	Title:	 	Executive Vice President and Chief Financial Officer
	
	 MPT FINANCE CORPORATION,
 as
Issuer,

		
	By:	 	 /s/ R. Steven Hamner

		 	Name:	 	R. Steven Hamner
		 	Title:	 	Executive Vice President and Chief Financial Officer
	
	 MEDICAL PROPERTIES TRUST, INC.,
 as
Parent and a Guarantor,

		
	By:	 	 /s/ R. Steven Hamner

		 	Name:	 	R. Steven Hamner
		 	Title:	 	Executive Vice President and Chief Financial Officer
	
	MEDICAL PROPERTIES TRUST, INC.
		
	By:	 	 /s/ R. Steven Hamner

		 	Name:	 	R. Steven Hamner
		 	Title:	 	Executive Vice President and Chief Financial Officer


 SECOND SUPPLEMENTAL INDENTURE SIGNATURE
PAGE 








 
	
	MPT OF DESOTO, LLC
	MPT OF VICTORVILLE, LLC
	MPT OF BUCKS COUNTY, LLC
	MPT OF BLOOMINGTON, LLC
	MPT OF COVINGTON, LLC
	MPT OF DENHAM SPRINGS, LLC
	MPT OF REDDING, LLC
	MPT OF CHINO, LLC
	MPT OF SHERMAN OAKS, LLC
	MPT OF DALLAS LTACH, LLC
	MPT OF PORTLAND, LLC
	MPT OF WARM SPRINGS, LLC
	MPT OF VICTORIA, LLC
	MPT OF LULING, LLC
	MPT OF HUNTINGTON BEACH, LLC
	MPT OF WEST ANAHEIM, LLC
	MPT OF LA PALMA, LLC
	MPT OF PARADISE VALLEY, LLC
	MPT OF SOUTHERN CALIFORNIA, LLC
	MPT OF TWELVE OAKS, LLC
	MPT OF SHASTA, LLC
	MPT OF WEBSTER, LLC
	MPT OF TUCSON, LLC
	MPT OF BOSSIER CITY, LLC
	MPT OF WEST VALLEY CITY, LLC
	MPT OF IDAHO FALLS, LLC
	MPT OF POPLAR BLUFF, LLC
	MPT OF BENNETTSVILLE, LLC
	MPT OF DETROIT, LLC
	MPT OF BRISTOL, LLC
	MPT OF NEWINGTON, LLC
	MPT OF ENFIELD, LLC
	MPT OF PETERSBURG, LLC
	MPT OF FAYETTEVILLE, LLC
	4499 ACUSHNET AVENUE, LLC
	8451 PEARL STREET, LLC
	MPT OF GARDEN GROVE HOSPITAL, LLC
	MPT OF GARDEN GROVE MOB, LLC
	MPT OF SAN DIMAS HOSPITAL, LLC
	MPT OF SAN DIMAS MOB, LLC
	MPT OF CHERAW, LLC
	MPT OF FT. LAUDERDALE, LLC.
	MPT OF PROVIDENCE, LLC
	MPT OF SPRINGFIELD, LLC
	MPT OF WARWICK, LLC
	MPT OF RICHARDSON, LLC



  

SECOND SUPPLEMENTAL INDENTURE SIGNATURE PAGE 









 
											
	MPT OF ROUND ROCK, LLC
	MPT OF SHENANDOAH, LLC
	MPT OF HILLSBORO, LLC
	MPT OF FLORENCE, LLC
	MPT OF CLEAR LAKE, LLC
	MPT OF TOMBALL, LLC
	MPT OF GILBERT, LLC
	MPT OF CORINTH, LLC
	MPT OF BAYONNE, LLC
	MPT OF ALVARADO, LLC
	MPT OF MORGANTOWN, LLC
		
	By:	 	MPT OPERATING PARTNERSHIP, L.P.,
		 	sole member of each of the above entities
			
		 	By:	 	 MEDICAL PROPERTIES TRUST, LLC,
 its
general partner

				
		 		 	By:	 	MEDICAL PROPERTIES TRUST, INC,
		 		 		 	its sole member
					
		 		 		 	By:	 	 /s/ R. Steven Hamner

		 		 		 		 	Name:	 	R. Steven Hamner
		 		 		 		 	Title:	 	Executive Vice President and
		 		 		 		 		 	Chief Financial Officer



  

SECOND SUPPLEMENTAL INDENTURE SIGNATURE PAGE 









 
									
	MPT OF DESOTO, L.P.
	By:	 	 MPT OF DESOTO, LLC,
 its general
partner

			
		 	By:	 	MPT OPERATING PARTNERSHIP, L.P.,
		 		 	its sole member
				
		 		 	By:	 	 MEDICAL PROPERTIES TRUST, LLC,

its general partner

		
	By:	 	MEDICAL PROPERTIES TRUST, INC,
	its sole member
	
	MPT OF BUCKS COUNTY, L.P.
	By:	 	 MPT OF BUCKS COUNTY, LLC,
 its
general partner

			
		 	By:	 	MPT OPERATING PARTNERSHIP, L.P.,
		 		 	its sole member
				
		 		 	By:	 	 MEDICAL PROPERTIES TRUST, LLC,
 its
general partner

					
		 		 		 	By:	 	MEDICAL PROPERTIES TRUST, INC,
		 		 		 		 	its sole member
	
	MPT OF DALLAS LTACH, L.P.
	By:	 	 MPT OF DALLAS LTACH, LLC,
 its
general partner

			
		 	By:	 	MPT OPERATING PARTNERSHIP, L.P.,
		 		 	its sole member
				
		 		 	By:	 	 MEDICAL PROPERTIES TRUST, LLC,
 its
general partner

					
		 		 		 	By:	 	MEDICAL PROPERTIES TRUST, INC
		 		 		 		 	its sole member
	
	MPT OF WARM SPRINGS, L.P.
	By:	 	 MPT OF WARM SPRINGS, LLC,
 its
general partner

			
		 	By:	 	MPT OPERATING PARTNERSHIP, L.P.,
		 		 	its sole member
				
		 		 	By:	 	 MEDICAL PROPERTIES TRUST, LLC,
 its
general partner




  

SECOND SUPPLEMENTAL INDENTURE SIGNATURE PAGE 









 
									
		 		 		 	By:	 	MEDICAL PROPERTIES TRUST, INC,
		 		 		 		 	its sole member
	
	MPT OF VICTORIA, L.P.
	By:	 	 MPT OF VICTORIA, LLC,
 its general
partner

			
		 	By:	 	MPT OPERATING PARTNERSHIP, L.P.,
		 		 	its sole member
				
		 		 	By:	 	 MEDICAL PROPERTIES TRUST, LLC,

its general partner

					
		 		 		 	By:	 	MEDICAL PROPERTIES TRUST, INC,
		 		 		 		 	its sole member
	
	MPT OF LULING, L.P.
	By:	 	 MPT OF LULING, LLC,
 its general
partner

			
		 	By:	 	MPT OPERATING PARTNERSHIP, L.P.,
		 		 	its sole member
				
		 		 	By:	 	 MEDICAL PROPERTIES TRUST, LLC,

its general partner

					
		 		 		 	By:	 	MEDICAL PROPERTIES TRUST, INC,
		 		 		 		 	its sole member
	
	MPT OF HUNTINGTON BEACH, L.P.
	By:	 	 MPT OF HUNTINGTON BEACH, LLC,
 its
general partner

			
		 	By:	 	MPT OPERATING PARTNERSHIP, L.P.,
		 		 	its sole member
				
		 		 	By:	 	 MEDICAL PROPERTIES TRUST, LLC,

its general partner

					
		 		 		 	By:	 	MEDICAL PROPERTIES TRUST, INC,
		 		 		 		 	its sole member



  

SECOND SUPPLEMENTAL INDENTURE SIGNATURE PAGE 









 
									
	MPT OF WEST ANAHEIM, L.P.
	By:	 	 MPT OF WEST ANAHEIM, LLC,
 its
general partner

			
		 	By:	 	 MPT OPERATING PARTNERSHIP, L.P.,

its sole member

				
		 		 	By:	 	MEDICAL PROPERTIES TRUST, LLC,
		 		 		 	its general partner
					
		 		 		 	By:	 	 MEDICAL PROPERTIES TRUST, INC,

its sole member

	
	MPT OF LA PALMA, L.P.
	By:	 	 MPT OF LA PALMA, LLC,
 its general
partner

			
		 	By:	 	MPT OPERATING PARTNERSHIP, L.P.,
		 		 	its sole member
				
		 		 	By:	 	 MEDICAL PROPERTIES TRUST, LLC,

its general partner

					
		 		 		 	By:	 	MEDICAL PROPERTIES TRUST, INC,
		 		 		 		 	its sole member
	
	MPT OF PARADISE VALLEY, L.P.
	By:	 	 MPT OF PARADISE VALLEY, LLC,
 its
general partner

			
		 	By:	 	 MPT OPERATING PARTNERSHIP, L.P.,

its sole member

				
		 		 	By:	 	MEDICAL PROPERTIES TRUST, LLC,
		 		 		 	its general partner
					
		 		 		 	By:	 	MEDICAL PROPERTIES TRUST, INC,
		 		 		 		 	its sole member



  

SECOND SUPPLEMENTAL INDENTURE SIGNATURE PAGE 









 
									
	MPT OF SOUTHERN CALIFORNIA, L.P.
	By:	 	 MPT OF SOUTHERN CALIFORNIA, LLC,

its general partner

			
		 	By:	 	MPT OPERATING PARTNERSHIP, L.P.,
		 		 	its sole member
				
		 		 	By:	 	 MEDICAL PROPERTIES TRUST, LLC,

its general partner

					
		 		 		 	By:	 	MEDICAL PROPERTIES TRUST, INC,
		 		 		 		 	its sole member
	
	MPT OF TWELVE OAKS, L.P.
	By:	 	 MPT OF TWELVE OAKS, LLC,
 its
general partner

			
		 	By:	 	MPT OPERATING PARTNERSHIP, L.P.,
		 		 	its sole member
				
		 		 	By:	 	  MEDICAL PROPERTIES TRUST, LLC,

its general partner

					
		 		 		 	By:	 	MEDICAL PROPERTIES TRUST, INC,
		 		 		 		 	its sole member
	
	MPT OF SHASTA, L.P.
	By:	 	 MPT OF SHASTA, LLC,
 its general
partner

			
		 	By:	 	MPT OPERATING PARTNERSHIP, L.P.,
		 		 	its sole member
				
		 		 	By:	 	 MEDICAL PROPERTIES TRUST, LLC,

its general partner

					
		 		 		 	By:	 	MEDICAL PROPERTIES TRUST, INC,
		 		 		 		 	its sole member



  

SECOND SUPPLEMENTAL INDENTURE SIGNATURE PAGE 










									
	MPT OF WEBSTER, L.P.
	By:	 	 MPT OF WEBSTER, LLC,
 its general
partner

			
		 	By:	 	MPT OPERATING PARTNERSHIP, L.P.,
		 		 	its sole member
				
		 		 	By:	 	 MEDICAL PROPERTIES TRUST, LLC,

its general partner

					
		 		 		 	By:	 	MEDICAL PROPERTIES TRUST, INC,
		 		 		 		 	its sole member
	
	MPT OF GARDEN GROVE HOSPITAL, L.P.
	By:	 	 MPT OF GARDEN GROVE HOSPITAL, LLC,

its general partner

			
		 	By:	 	MPT OPERATING PARTNERSHIP, L.P.,
		 		 	its sole member
				
		 		 	By:	 	 MEDICAL PROPERTIES TRUST, LLC,

its general partner

					
		 		 		 	By:	 	 MEDICAL PROPERTIES TRUST, INC,

its sole member

	
	MPT OF GARDEN GROVE MOB, L.P.
	By:	 	 MPT OF GARDEN GROVE MOB, LLC,
 its
general partner

			
		 	By:	 	MPT OPERATING PARTNERSHIP, L.P.,
		 		 	its sole member
				
		 		 	By:	 	 MEDICAL PROPERTIES TRUST, LLC,

its general partner

					
		 		 		 	By:	 	 MEDICAL PROPERTIES TRUST, INC,

its sole member




  

SECOND SUPPLEMENTAL INDENTURE SIGNATURE PAGE 









 
									
	MPT OF SAN DIMAS HOSPITAL, L.P.
	By:	 	 MPT OF SAN DIMAS HOSPITAL, LLC,
 its
general partner

			
		 	By:	 	MPT OPERATING PARTNERSHIP, L.P.,
		 		 	its sole member
				
		 		 	By:	 	 MEDICAL PROPERTIES TRUST, LLC,

its general partner

					
		 		 		 	By:	 	 MEDICAL PROPERTIES TRUST, INC,

its sole member

	
	MPT OF SAN DIMAS MOB, L.P.
	By:	 	 MPT OF SAN DIMAS MOB, LLC,
 its
general partner

			
		 	By:	 	 MPT OPERATING PARTNERSHIP, L.P.,

its sole member

				
		 		 	By:	 	MEDICAL PROPERTIES TRUST, LLC,
		 		 		 	its general partner
					
		 		 		 	By:	 	 MEDICAL PROPERTIES TRUST, INC,

its sole member

	
	MPT OF RICHARDSON, L.P.
	By:	 	 MPT OF RICHARDSON, LLC,
 its general
partner

			
		 	By:	 	MPT OPERATING PARTNERSHIP, L.P.,
		 		 	its sole member
				
		 		 	By:	 	 MEDICAL PROPERTIES TRUST, LLC,

its general partner

					
		 		 		 	By:	 	 MEDICAL PROPERTIES TRUST, INC,

its sole member




  

SECOND SUPPLEMENTAL INDENTURE SIGNATURE PAGE 









 
									
	MPT OF ROUND ROCK, L.P.
	By:	 	 MPT OF ROUND ROCK, LLC,
 its general
partner

			
		 	By:	 	MPT OPERATING PARTNERSHIP, L.P.,
		 		 	its sole member
				
		 		 	By:	 	 MEDICAL PROPERTIES TRUST, LLC,

its general partner

					
		 		 		 	By:	 	 MEDICAL PROPERTIES TRUST, INC,

its sole member

	
	MPT OF SHENANDOAH, L.P.
	By:	 	 MPT OF SHENANDOAH, LLC,
 its general
partner

			
		 	By:	 	MPT OPERATING PARTNERSHIP, L.P.,
		 		 	its sole member
				
		 		 	By:	 	 MEDICAL PROPERTIES TRUST, LLC,

its general partner

					
		 		 		 	By:	 	 MEDICAL PROPERTIES TRUST, INC,

its sole member

	
	MPT OF HILLSBORO, L.P.
	By:	 	 MPT OF HILLSBORO, LLC,
 its general
partner

			
		 	By:	 	MPT OPERATING PARTNERSHIP, L.P.,
		 		 	its sole member
				
		 		 	By:	 	 MEDICAL PROPERTIES TRUST, LLC,

its general partner

					
		 		 		 	By:	 	 MEDICAL PROPERTIES TRUST, INC,

its sole member




  

SECOND SUPPLEMENTAL INDENTURE SIGNATURE PAGE 









 
									
	MPT OF CLEAR LAKE, L.P.
	By:	 	 MPT OF CLEAR LAKE, LLC,
 its general
partner

			
		 	By:	 	MPT OPERATING PARTNERSHIP, L.P.,
		 		 	its sole member
				
		 		 	By:	 	 MEDICAL PROPERTIES TRUST, LLC,

its general partner

					
		 		 		 	By:	 	 MEDICAL PROPERTIES TRUST, INC,

its sole member

	
	MPT OF TOMBALL, L.P.
	By:	 	 MPT OF TOMBALL, LLC,
 its general
partner

			
		 	By:	 	MPT OPERATING PARTNERSHIP, L.P.,
		 		 	its sole member
				
		 		 	By:	 	 MEDICAL PROPERTIES TRUST, LLC,

its general partner

					
		 		 		 	By:	 	 MEDICAL PROPERTIES TRUST, INC,

its sole member

	
	MPT OF CORINTH, L.P.
	By:	 	 MPT OF CORINTH, LLC,
 its general
partner

			
		 	By:	 	MPT OPERATING PARTNERSHIP, L.P.,
		 		 	its sole member
				
		 		 	By:	 	 MEDICAL PROPERTIES TRUST, LLC,

its general partner

					
		 		 		 	By:	 	 MEDICAL PROPERTIES TRUST, INC,

its sole member




  

SECOND SUPPLEMENTAL INDENTURE SIGNATURE PAGE 









 
													
	MPT OF ALVARADO, L.P.
	By:	 	 MPT OF ALVARADO, LLC,
 its general
partner

			
		 	By:	 	MPT OPERATING PARTNERSHIP, L.P.,
		 		 	its sole member
				
		 		 	By:	 	 MEDICAL PROPERTIES TRUST, LLC,

its general partner

					
		 		 		 	By:	 	 MEDICAL PROPERTIES TRUST, INC,

its sole member

						
		 		 		 		 	By:	 	 /s/ R. Steven Hamner

		 		 		 		 		 	Name:	 	R. Steven Hamner
		 		 		 		 		 	Title:	 	Executive Vice President and Chief Financial Officer
	
	MPT OF MOUNTAIN VIEW, LLC
	By:	 	 MPT OF IDAHO FALLS, LLC,
 its
managing member

			
		 	By:	 	 MPT OPERATING PARTNERSHIP, L.P.,

its sole member

				
		 		 	By:	 	MEDICAL PROPERTIES TRUST, LLC,
		 		 		 	its general partner
					
		 		 		 	By:	 	 MEDICAL PROPERTIES TRUST, INC,

its sole member

						
		 		 		 		 	By:	 	 /s/ R. Steven Hamner

		 		 		 		 		 	Name:	 	R. Steven Hamner
		 		 		 		 		 	Title:	 	Executive Vice President and Chief Financial Officer



  

SECOND SUPPLEMENTAL INDENTURE SIGNATURE PAGE 









 
					
	 WILMINGTON TRUST COMPANY,
 as
Trustee,

		
	By:	 	 /s/ Michael H. Wass

		 	Name:	 	Michael H. Wass
		 	Title:	 	Financial Services Officer



  

SECOND SUPPLEMENTAL INDENTURE SIGNATURE PAGE