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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549





FORM 10-K





(Mark One)

|x | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ------------------------------------------------------------------------------------

For the fiscal year ended December 31, 2007

OR



| ̈ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ----------------------------------------------------------------------------------------



| |  |                          |  |               |  | 
| |  | ------------------------ |  | ------------- |  | 
| |  | Commission File Numbers: |  | 333-89312-02  |  | 
| |  |                          |  | 333-90756-03  |  | 
| |  |                          |  | 333-101598-03 |  | 
| |  |                          |  | 333-107942-05 |  | 
| |  |                          |  | 333-119261-27 |  | 
| |  |                          |  | 333-120642-27 |  | 
| |  |                          |  | 333-127262-45 |  | 
| |  |                          |  | 333-131342-56 |  | 
| |  |                          |  | 333-133115-61 |  | 





ELDERTRUST OPERATING LIMITED
PARTNERSHIP

(Exact Name of Registrant as Specified in Its Charter)







|                                                               |  |                                  
|-------------------------------------------------------------- |  | ---------------------------------
|Delaware                                                       |  | 23-2915846                       
|(State or Other Jurisdiction of Incorporation or Organization) |  | (IRS Employer Identification No.)



|                                                         |  |           
|-------------------------------------------------------- |  | ----------
|10350 Ormsby Park Place, Suite 300, Louisville, Kentucky |  | 40223     
|(Address of Principal Executive Offices)                 |  | (Zip Code)

(502) 357-9000

(Registrants Telephone Number, Including Area Code)



Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act: None





Indicate by check mark if the
Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    Yes   ̈    No  x

Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the
Act.    Yes   ̈    No  x

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter
period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes    x    No     ̈

Indicate by check
mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of Registrants knowledge, in definitive proxy or information statements incorporated by
reference in Part III of this Form 10-K or any amendment of this Form 10-K.  x

Indicate
by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definitions of large accelerated filer, accelerated filer and smaller
reporting company in Rule 12b-2 of the Exchange Act.



|                          |  |                             |  | 
|------------------------- |  | --------------------------- |  | 
|Large accelerated filer  ̈ |  | Accelerated filer  ̈         |  | 
|Non-accelerated filer x   |  | Smaller reporting company  ̈ |  | 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the
Exchange Act).    Yes   ̈    No  x

Ventas, Inc., directly and indirectly through its wholly owned subsidiary, ElderTrust, owns 99.6% of the partnership interests in the Registrant as of March 27, 2008. The aggregate market value of the partnership
interests held by non-affiliates of the Registrant as of June 29, 2007 was approximately $1.3 million, based upon the price of $12.50 per Class C limited partnership unit at which Ventas, Inc. purchased its limited partnership interests on
February 5, 2004, and the price of $26.20 per Class D limited partnership unit at which those units were issued on June 7, 2005. The partnership interests held by non-affiliates of the Registrant consist of 31,455 Class C limited
partnership units as of March 27, 2008.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of Ventas, Inc.s definitive Proxy Statement for the Annual Meeting of Stockholders to be held on May 19, 2008 are incorporated by
reference into Part III, Items 10 through 14 of this Annual Report on Form 10-K.









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CAUTIONARY STATEMENTS

Unless otherwise indicated or except where the context otherwise requires, the terms ETOP, we, us and our
and other similar terms in this Annual Report on Form 10-K refer to ElderTrust Operating Limited Partnership and its consolidated subsidiaries.

Forward-Looking Statements

This Annual Report on Form 10-K includes forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the Exchange Act). All statements regarding our expected future financial position, results
of operations, cash flows, financing plans, business strategy, budgets, projected costs, capital expenditures, competitive positions, growth opportunities, expected lease income, plans and objectives of management for future operations and
statements that include words such as anticipate, if, believe, plan, estimate, expect, intend, may, could, should,
will and other similar expressions are forward-looking statements. These forward-looking statements are inherently uncertain, and security holders must recognize that actual results may differ from our expectations. We do not undertake a
duty to update these forward-looking statements, which speak only as of the date on which they are made.

Our actual and future results and
trends may differ materially depending on a variety of factors discussed in our filings with the Securities and Exchange Commission (the Commission). Factors that may affect our plans or results include without limitation:



| |  |  | the ability and willingness of our operators and tenants, including FC-GEN Acquisition, Inc., parent company of Genesis HealthCare Corporation
(Genesis), and Benchmark Assisted Living, L.L.C. (Benchmark), to meet and/or perform the obligations under their various contractual arrangements with us;
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | the ability of our operators and tenants to maintain the financial strength and liquidity necessary to satisfy their respective obligations and liabilities to third
parties, including without limitation obligations under their existing credit facilities;
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | the nature and extent of future competition;
| | - |  | --------------------------------------------



| |  |  | the extent of future or pending healthcare reform and regulation, including cost containment measures and changes in reimbursement policies, procedures and rates;
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | increases in our cost of borrowing;
| | - |  | -----------------------------------



| |  |  | the ability of our operators and tenants to deliver high quality services and to attract residents and patients;
| | - |  | ----------------------------------------------------------------------------------------------------------------



| |  |  | the results of litigation affecting us;
| | - |  | ---------------------------------------



| |  |  | changes in general economic conditions and/or economic conditions in the markets in which we may, from time to time, compete;
| | - |  | -----------------------------------------------------------------------------------------------------------------------------



| |  |  | our ability to pay down, refinance, restructure and/or extend our indebtedness as it becomes due;
| | - |  | -------------------------------------------------------------------------------------------------



| |  |  | the movement of interest rates;
| | - |  | -------------------------------



| |  |  | the ability and willingness of our tenants to renew their leases with us upon expiration of the leases and our ability to relet our properties on the same or better
terms in the event such leases expire and are not renewed by the existing tenants; and
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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| |  |  | the impact on the liquidity, financial condition and results of operations of our operators and tenants resulting from increased operating costs and uninsured
liabilities for professional liability claims, and the ability of our operators and tenants to accurately estimate the magnitude of these liabilities.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Many of these factors, some of which are described in greater detail in Part I, Item 1A of this Annual Report on Form 10-K, are beyond our control and the control of our management.

Genesis Information

Prior to July 13, 2007,
Genesis was subject to the reporting requirements of the Commission and was required to file with the Commission annual reports containing audited financial information and quarterly reports containing unaudited interim financial information. On
July 13, 2007, Genesis was acquired by a third party. As a result, Genesis is no longer subject to the reporting requirements of the Commission. The information related to Genesis contained or referred to in this Annual Report on Form 10-K has
been provided to us by Genesis. We have not verified this information either through an independent investigation or otherwise. We have no reason to believe that this information is inaccurate in any material respect, but we cannot assure you that
all such information is accurate. Genesiss prior filings with the Commission can be found at the Commissions website at www.sec.gov. We are providing this data for informational purposes only, and you are encouraged to obtain
Genesiss publicly available filings from the Commission.



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TABLE OF CONTENTS



|         |  |                                                                                                              |  |   
|-------- |  | ------------------------------------------------------------------------------------------------------------ |  | --
|PART I  
|         |  |                                                                                                             
|Item 1.  |  | Business                                                                                                     |  | 5 
|Item 1A. |  | Risk Factors                                                                                                 |  | 13
|Item 1B. |  | Unresolved Staff Comments                                                                                    |  | 15
|Item 2.  |  | Properties                                                                                                   |  | 15
|Item 3.  |  | Legal Proceedings                                                                                            |  | 16
|Item 4.  |  | Submission of Matters to a Vote of Security Holders                                                          |  | 16
|        
|PART II 
|         |  |                                                                                                             
|Item 5.  |  | Market for Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities |  | 16
|Item 6.  |  | Selected Financial Data                                                                                      |  | 16
|Item 7.  |  | Managements Discussion and Analysis of Financial Condition and Results of Operations                        |  | 18
|Item 7A. |  | Quantitative and Qualitative Disclosures About Market Risk                                                   |  | 25
|Item 8.  |  | Financial Statements and Supplementary Data                                                                  |  | 26
|Item 9.  |  | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure                         |  | 47
|Item 9A. |  | Controls and Procedures                                                                                      |  | 47
|Item 9B. |  | Other Information                                                                                            |  | 47
|        
|PART III
|         |  |                                                                                                             
|Item 10. |  | Directors, Executive Officers and Corporate Governance                                                       |  | 47
|Item 11. |  | Executive Compensation                                                                                       |  | 48
|Item 12. |  | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters               |  | 48
|Item 13. |  | Certain Relationships and Related Transactions, and Director Independence                                    |  | 48
|Item 14. |  | Principal Accountant Fees and Services                                                                       |  | 48
|        
|PART IV 
|         |  |                                                                                                             
|Item 15. |  | Exhibits and Financial Statement Schedules                                                                   |  | 49



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PART I



|ITEM 1. | Business
|------- | --------

BUSINESS

Overview

We are a limited
partnership organized under the laws of the State of Delaware. We invest in seniors housing and healthcare-related properties, primarily assisted and independent living communities, skilled nursing facilities and medical and other office buildings.
ElderTrust, a Maryland real estate investment trust (ElderTrust), is our sole general partner. On February 5, 2004, ElderTrust became a wholly owned direct subsidiary of Ventas, Inc. (Ventas), a healthcare real estate
investment trust (REIT) based in Louisville, Kentucky, whose common stock is publicly traded on the New York Stock Exchange.

As of December 31, 2007, our real estate portfolio consisted of seventeen assets: nine seniors housing communities, five skilled nursing facilities, two medical office buildings and a financial office building. These properties are
located in three states and had an aggregate carrying value of $134.9 million as of December 31, 2007. With the exception of our office buildings, we lease these properties to third-party healthcare providers, generally under
triple-net or absolute-net leases, which require the tenants to pay all property-related expenses. Based on the gross book value, skilled nursing facilities and seniors housing communities comprised approximately 88.6% of our
real estate portfolio at December 31, 2007.

We operate through one reportable segment: investment in real estate. Our primary
business consists of financing and owning seniors housing and healthcare-related properties and leasing those properties to third parties. With the exception of our office buildings for which we engage third-party managers, we do not operate our
properties nor do we allocate capital to maintain our properties. Substantially all depreciation and interest expense reflected in our Condensed Consolidated Statements of Income, included in Part II, Item 8 of this Annual Report on Form 10-K,
relates to our investment in real estate. See our Consolidated Financial Statements and related notes, including Note 2Accounting Policies, included in Part II, Item 8 of this Annual Report on Form 10-K.

Portfolio of Properties

The following table provides
an overview of our portfolio of properties as of and for the year ended December 31, 2007:



|                            |  |                     |  |                     |  |              |        |                         |      |      |                                |   |                                  |  |       |                                 |  |                    |      |  |  
|--------------------------- |  | ------------------- |  | ------------------- |  | ------------ | ------ | ----------------------- | ---- | ---- | ------------------------------ | - | -------------------------------- |  | ----- | ------------------------------- |  | ------------------ | ---- |  | -
|                            |  | Number ofProperties |  | Number ofBeds/Units |  | RentalIncome |        | Percent ofTotalRevenues |      |      | Real EstateInvestments,at Cost |   | Percent ofReal EstateInvestments |  |       | RealEstateInvestmentPerBed/Unit |  | NumberofStates (1)
|Portfolio by Type           |  |                     |  |                     |  |              |        | (Dollars in thousands)  |      |      |                                |   |                                  |  |      
|Seniors housing communities |  | 9                   |  | 879                 |  | $            | 7,723  |                         | 45.7 | %    |                                | $ | 84,015                           |  | 54.0  | %                               |  | $                  | 95.6 |  | 2
|Skilled nursing facilities  |  | 5                   |  | 781                 |  |              | 5,659  |                         | 33.4 |      |                                |   | 53,924                           |  | 34.6  |                                 |  |                    | 69.0 |  | 2
|Other properties            |  | 3                   |  | nm                  |  |              | 3,233  |                         | 19.1 |      |                                |   | 17,812                           |  | 11.4  |                                 |  |                    | nm   |  | 2
|                            |  |                     |  |                     |  |              |        |                         |      |      |                                |   |                                  |  |       |                                 |  |                    |      |  |  
|Total                       |  | 17                  |  |                     |  | $            | 16,615 |                         | 98.2 | %(2) |                                | $ | 155,751                          |  | 100.0 | %                               |  |                    |      |  | 3
|                            |  |                     |  |                     |  |              |        |                         |      |      |                                |   |                                  |  |       |                                 |  |                    |      |  |  



|(1) | As of December 31, 2007, we owned seniors housing and healthcare-related properties located in three states
operated by two different operators.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------

|(2) | The remainder of our total revenues is interest and other income.
|--- | -----------------------------------------------------------------

nm - Not meaningful.

Seniors Housing and Healthcare-Related Properties

Seniors Housing Communities. Our seniors housing communities include independent and assisted living communities providing care
for individuals with Alzheimers and other forms of memory loss. These communities offer residential units on a month-to-month basis primarily to elderly individuals requiring various levels of assistance. Basic services for residents of these
communities include housekeeping, meals in a central dining area and group activities organized by the staff with input from the residents. More extensive care and personal supervision, at additional fees, are also available for such needs as
eating, bathing, grooming, transportation, limited therapeutic programs and medication administration, all of which encourage the residents to live as independently as possible according to their abilities. These services are often met by home
health providers, close coordination with the residents physician and skilled nursing facilities.



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Skilled Nursing Facilities. Our skilled nursing facilities typically provide nursing care services
to the elderly and rehabilitation and restoration services, including physical, occupational and speech therapies, and other medical treatment for patients and residents who do not require the high technology, care-intensive setting of an acute care
or rehabilitation hospital.

Other Properties. Our other properties consist of medical office buildings, which offer office space
primarily to physicians and other healthcare-related businesses, and one financial office building.

Geographic Diversification

All of our properties are located in the United States. The following table shows our rental income derived by geographic location for the year ended
December 31, 2007:



|              |  |                        |        |                          |      |     
|------------- |  | ---------------------- | ------ | ------------------------ | ---- | ----
|              |  | Rental Income          |        | Percent ofTotal Revenues |     
|              |  | (Dollars in thousands) |       
|State         |  |                        |        |                          |      |     
|Pennsylvania  |  | $                      | 9,517  |                          | 56.3 | %   
|Massachusetts |  |                        | 5,603  |                          | 33.1 |     
|New Jersey    |  |                        | 1,495  |                          | 8.8  |     
|              |  |                        |        |                          |      |     
|Total         |  | $                      | 16,615 |                          | 98.2 | %(1)
|              |  |                        |        |                          |      |     



|(1) | The remainder of our total revenues is interest and other income.
|--- | -----------------------------------------------------------------

Significant Tenants

As of December 31, 2007,
approximately 53.4% and 35.1% of our properties, based on their original cost, were operated by Genesis and Benchmark, respectively, and for the year then ended, Genesis and Benchmark accounted for approximately 49.9% and 30.6%, respectively, of our
total rental income.

We have ten separate single facility leases with Genesis, providing for aggregate, annual cash rent of approximately
$8.1 million, subject to escalation as provided therein, and four separate single facility leases with Benchmark, providing for aggregate, annual cash rent of approximately $5.0 million, subject to escalation as provided therein. Each of our leases
with Genesis and Benchmark is a triple-net lease, pursuant to which the tenant is required to pay all insurance, taxes, utilities, maintenance and repairs related to the property. All but one of our leases with Genesis have minimum
annual rent escalators of 1.5%, and the remaining lease contains a contingent escalator based on the year-over-year change in facility revenue. All but one of our leases with Benchmark have minimum annual rent escalators of 2.0%, and the remaining
lease does not contain an escalator. The expirations of the initial terms of our Genesis and Benchmark leases range from June 2008 to June 2015, and all provide for renewal periods aggregating ten years. We are currently involved in lease
negotiations with another tenant for the lease expiring in June 2008.

Because Genesis and Benchmark lease a substantial portion of our
properties and are the primary sources of our total revenues, their financial condition and ability and willingness to satisfy their obligations under their respective leases with us have a significant impact on our financial results and our ability
to service our indebtedness and to make distributions to our partners. We cannot assure you that Genesis or Benchmark will have sufficient assets, income and access to financing to enable it to satisfy these obligations, and any inability or
unwillingness on its part to do so would have a material adverse effect on our business, financial condition, results of operations and liquidity. See Risk FactorsWe are dependent on Genesis and Benchmark; either of Genesiss or
Benchmarks inability or unwillingness to satisfy its obligations under its agreements with us could significantly harm us and our ability to service our indebtedness and other obligations included in Item 1A of this Annual Report on
Form 10-K.



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Competition

We compete for real property investments with healthcare providers, healthcare-related REITs, healthcare lenders, real estate partnerships, banks, insurance companies and other investors. Some of our competitors are significantly larger and
have greater financial resources and lower cost of capital than we do. Our ability to continue to compete successfully for real property investments will be determined by numerous factors, including our ability to identify suitable acquisition or
investment targets, our ability to negotiate acceptable terms for any such acquisition and the availability and cost of capital to us.

The
operators of our properties compete on a local and regional basis with other healthcare operators. Their ability to compete successfully for residents and patients at our properties depends upon several factors, including the scope and quality of
services provided, the ability to attract and retain qualified personnel, the operational reputation of the operator, physician referral patterns, physical appearance of the properties, other competitive systems of healthcare delivery within the
community, population and demographics, and the financial condition of the operator. Private, federal and state reimbursement programs and the effect of other laws and regulations also may have a significant impact on our operators to compete
successfully for patients at the properties. See Risk FactorsChanges in the reimbursement rates or methods of payment from third-party payors, including the Medicare and Medicaid programs, could have a material adverse effect on certain
of our tenants and operators included in Item 1A of this Annual Report on Form 10-K.

Employees

We have no employees. We are managed by ElderTrust and Ventas, and therefore, the employees of Ventas act as our employees.

Insurance

We maintain and/or require in our existing
leases that our tenants and operators maintain liability and casualty insurance on the leased properties and their operations. However, we cannot assure you that our tenants and operators will maintain such insurance, and any failure by our tenants
and operators to do so could have a material adverse effect on our business, financial condition, results of operation and liquidity, on our ability to service our indebtedness and on our ability to make distributions to our partners (a
Material Adverse Effect). We believe that our tenants and operators are in substantial compliance with the insurance requirements contained in their respective leases with us.

We believe that the amount and scope of insurance coverage provided by our own and our tenants and operators policies is customary for
similarly situated companies in our industry. We cannot assure you that in the future such insurance will be available at a reasonable price or that we will be able to maintain adequate levels of insurance coverage.

Due to historically high frequency and severity of professional liability claims against healthcare providers, the availability of professional liability
insurance has been severely restricted and the premiums for such insurance coverage remain very high. As a result, many healthcare providers may incur large funded and unfunded professional liability expense, which could have a material adverse
effect on their liquidity, financial condition and results of operations. In addition, many healthcare providers are pursuing different organizational and corporate structures coupled with insurance programs that provide less insurance coverage.
Therefore, we cannot assure you that our tenants and operators will continue to carry the insurance coverage required under the terms of their leases with us or that we will continue to require the same levels of insurance under those leases.

Additional Information

Ventas, our
ultimate parent entity, maintains a website at www.ventasreit.com. The information on Ventass website is not incorporated by reference in this Annual Report on Form 10-K, and the web address is included as an inactive textual reference only.

Ventas makes available, free of charge, through its website its Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current
Reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13 or 15(d) of the Exchange Act as soon as reasonably practicable after it electronically files such material with, or furnishes it to, the Commission.
We do not make our reports available on Ventass website; however, you may obtain copies of our filings with the Commission at the Commissions website at www.sec.gov. In addition, we will mail copies of the foregoing documents, free of
charge, upon request to Corporate Secretary, Ventas, Inc., 10350 Ormsby Park Place, Suite 300, Louisville, KY 40223.



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GOVERNMENTAL REGULATION

Healthcare Regulation

General

The operators of our properties derive a substantial portion of their revenues from third-party payors, including the Medicare and Medicaid programs.
Medicare is a federal program that provides certain hospital and medical insurance benefits to persons age 65 and over, certain disabled persons and persons with end-stage renal disease. Medicaid is a medical assistance program jointly funded by
federal and state governments and administered by each state pursuant to which benefits are available to certain indigent patients. The Medicare and Medicaid statutory framework is subject to administrative rulings, interpretations and discretion
that affect the amount and timing of reimbursement made under Medicare and Medicaid. The amounts of program payments received by our operators and tenants can be changed from time to time, and at any time, by legislative or regulatory actions and by
determinations by agents for the programs. See Healthcare Reform. Such changes may be applied retroactively under certain circumstances. In addition, private payors, including managed care payors, continually demand discounted fee
structures and the assumption by healthcare providers of all or a portion of the financial risk. Efforts to impose greater discounts and more stringent cost controls upon operators by private payors are expected to intensify and continue. We cannot
assure you that adequate third-party reimbursement levels will continue to be available for services to be provided by the operators of our properties which currently are being reimbursed by Medicare, Medicaid and private payors. Significant limits
on the scope of services reimbursed and on reimbursement rates and fees could have a material adverse effect on these operators liquidity, financial condition and results of operations, which could affect adversely their ability to make rental
payments under, and otherwise comply with the terms of, their leases with us.

The operators of our properties are subject to other
extensive federal, state and local laws and regulations including, but not limited to, laws and regulations relating to licensure, conduct of operations, ownership of facilities, addition of facilities, services, prices for services, billing for
services, and the confidentiality and security of health-related information. These laws authorize periodic inspections and investigations, and identification of deficiencies that, if not corrected, can result in sanctions that include suspension or
loss of licensure to operate and loss of rights to participate in the Medicare and Medicaid programs. Regulatory agencies have substantial powers to affect the actions of operators of our properties if the agencies believe that there is an imminent
threat to patient welfare, and in some states these powers can include assumption of interim control over facilities through receiverships.

Seniors Housing Communities. Our seniors housing communities include independent and assisted living communities, and communities providing care for individuals with Alzheimers and other forms of memory loss. These communities
offer residential units on a month-to-month basis primarily to elderly individuals requiring various levels of assistance. Basic services for residents at these communities include housekeeping, meals in a central dining area and group activities
organized by the staff with input from the residents. More extensive care and personal supervision, at additional fees, are also available for such needs as eating, bathing, grooming, transportation, limited therapeutic programs and medical
administration, all of which encourage the residents to live as independently as possible according to their abilities. These services are often met by home health providers, close coordination with the residents physician and skilled nursing
facilities.

Seniors housing communities are subject to relatively few, if any, federal regulations. Instead, to the extent they are
regulated, the regulation is conducted mainly by state and local laws which govern the licensing of beds, the provision of services, staffing requirements and other operational matters. However, these state laws vary greatly from one state to
another.

The recent increase in the number of seniors housing communities around the country has attracted the attention of various
federal agencies which believe there should be more federal regulation of these properties. To date, Congress has deferred to state regulation of seniors housing communities. As a result of the increased federal scrutiny along with the rapid
increase in the number of these properties, some states have revised and strengthened their regulation of seniors housing communities. More states are expected to do the same in the future.

Skilled Nursing Facilities.The operators of our skilled nursing facilities generally are licensed on an annual or bi-annual basis and certified
annually for participation in the Medicare and Medicaid programs through various regulatory agencies which determine compliance with federal, state and local laws. These legal requirements relate to the quality of the nursing care provided,
qualifications of the administrative personnel and nursing staff, the adequacy of the physical



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plant and equipment and continuing compliance with the laws and regulations governing the operation of skilled nursing facilities. A loss of licensure or
certification could adversely affect a skilled nursing facilitys ability to receive payments from the Medicare and Medicaid programs, which, in turn, could adversely impact the operators ability to make rental payments under its leases
with us.

Any significant expansion in the number or type of, or a violation of any of, these federal, state or local laws and regulations
also could have a material adverse effect on our operators liquidity, financial condition and results of operations, which, in turn, could adversely impact their ability to make rental payments under, or otherwise comply with the terms of,
their leases with us.

Fraud and Abuse

There are extensive federal and state laws and regulations prohibiting fraud and abuse in the healthcare industry, the violation of which could result in significant criminal and civil penalties that can materially affect the operators of
our properties. The federal laws include:



| |  |  | The anti-kickback statute (Section 1128B(b) of the Social Security Act), which prohibits certain business practices and relationships that might affect the
provision and cost of healthcare services reimbursable under Medicare, Medicaid and other federal healthcare programs, including the payment or receipt of remuneration for the referral of patients whose care will be paid by Medicare or other
governmental programs.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | The physician self-referral prohibition (Ethics in Patient Referral Act of 1989, commonly referred to as the Stark Law), which prohibits referrals by
physicians of Medicare patients to providers of a broad range of designated healthcare services with which the physicians (or their immediate family members) or Medicaid have ownership interests or certain other financial arrangements.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | The False Claims Act, which prohibits any person from knowingly presenting false or fraudulent claims for payment to the federal government (including the Medicare
and Medicaid programs).
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | The Civil Monetary Penalties Law, which authorizes the United States Department of Health and Human Services (HHS) to impose civil penalties
administratively for fraudulent acts.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | The Health Insurance Portability and Accountability Act of 1996 (commonly referred to as HIPAA), which among other things, protects the privacy and
security of individually identifiable health information by limiting its use and disclosure.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Sanctions for violating
these federal laws include criminal and civil penalties that range from punitive sanctions, damage assessments, money penalties, imprisonment, denial of Medicare and Medicaid payments, and/or exclusion from the Medicare and Medicaid programs. These
laws also impose an affirmative duty on operators to ensure that they do not employ or contract with persons excluded from the Medicare and other government programs.

Many states have adopted or are considering legislative proposals similar to the federal fraud and abuse laws, some of which extend beyond the Medicare and Medicaid programs to prohibit the payment or receipt of
remuneration for the referral of patients and physician self-referrals regardless of whether the service was reimbursed by Medicare or Medicaid. Many states have also adopted or are considering legislative proposals to increase patient protections,
such as minimum staffing levels, criminal background checks, and limiting the use and disclosure of patient specific health information. These state laws also impose criminal and civil penalties similar to the federal laws.

In the ordinary course of their business, the operators of our properties have been and are subject regularly to inquiries, investigations and audits by
federal and state agencies that oversee these laws and regulations. Increased funding through recent federal and state legislation has led to a dramatic increase in the number of investigations and enforcement actions over the past several years.
Private enforcement of healthcare fraud also has increased due in large part to amendments to the civil False Claims Act in 1986 that were designed to encourage private individuals to sue on behalf of the government. These whistleblower suits by
private individuals, known as qui tam suits, may be filed by almost anyone, including present and former patients or nurses and other employees. HIPAA also created a series of new healthcare-related crimes.



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As federal and state budget pressures continue, federal and state administrative agencies may also
continue to escalate investigation and enforcement efforts to eliminate waste and to control fraud and abuse in governmental healthcare programs. A violation of any of these federal and state fraud and abuse laws and regulations could have a
material adverse effect on our operators liquidity, financial condition and results of operations, which could affect adversely their ability to make rental payments under, or otherwise comply with the terms of, their leases with us.

Healthcare Reform

Healthcare is one
of the largest industries in the United States and continues to attract much legislative interest and public attention. In an effort to reduce federal spending on healthcare, in 1997 the federal government enacted the Balanced Budget Act
(BBA), which contained extensive changes to the Medicare and Medicaid programs, including substantial Medicare reimbursement reductions for healthcare operations. For certain healthcare providers, including skilled nursing facilities,
implementation of the BBA resulted in more drastic reimbursement reductions than had been anticipated. In addition to its impact on Medicare, the BBA also afforded states more flexibility in administering their Medicaid plans, including the ability
to shift most Medicaid enrollees into managed care plans without first obtaining a federal waiver.

The following key legislative and
regulatory changes have been made to the BBA to provide some relief from the drastic reductions in Medicare and Medicaid reimbursement resulting from implementation of the BBA:



| |  |  | The Balanced Budget Refinement Act of 1999 (BBRA);
| | - |  | ----------------------------------------------------



| |  |  | The Medicare, Medicaid, and State Child Health Insurance Program Benefits Improvement and Protection Act of 2000 (BIPA);
| | - |  | --------------------------------------------------------------------------------------------------------------------------



| |  |  | The one-time administrative fix to increase skilled nursing facility payment rates by 3.26%, instituted by the Centers for Medicare & Medicaid
Services (CMS) beginning on October 1, 2003;
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | The Medicare Prescription Drug, Improvement, and Modernization Act of 2003 (Medicare Modernization Act, sometimes referred to as the Drug
Bill);
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | The Deficit Reduction Act of 2005 (Pub. L No. 109-171) (DRA); and
| | - |  | -------------------------------------------------------------------



| |  |  | The Tax Relief and Health Care Act of 2006 (Pub. L. No. 109-432).
| | - |  | -----------------------------------------------------------------

The Medicare and Medicaid programs, including payment levels and methods, are continually evolving and are less predictable following the enactment of
BBA and the subsequent reform activities. We cannot assure you that future healthcare legislation or changes in the administration or implementation of governmental healthcare reimbursement programs will not have a material adverse effect on our
operators liquidity, financial condition or results of operations, which could adversely affect their ability to make rental payments to us and which, in turn, could have a Material Adverse Effect on us.

Medicare Reimbursement; Skilled Nursing Facilities

BBA established a prospective payment system for skilled nursing facilities (SNF PPS) offering Part A covered services. Under the SNF PPS, payment amounts are based upon classifications determined through assessments of
individual Medicare patients in the skilled nursing facility, rather than on the facilitys reasonable costs. The payments received under the SNF PPS are intended generally to cover all inpatient services for Medicare patients, including
routine nursing care, most capital-related costs associated with the inpatient stay, and ancillary services, such as respiratory therapy, occupational and physical therapy, speech therapy and certain covered drugs. Under the SNF PPS, per diem
payments are made to nursing home facilities for each resident.

In response to widespread healthcare industry concern about the reductions
in payments under BBA, the federal government enacted BBRA on November 29, 1999. BBRA increased the per diem reimbursement rates for certain high acuity patients by 20% starting April 1, 2000 and continuing until case mix refinements were
implemented by CMS, as explained below. Under BBRA, outpatient rehabilitation therapy providers, including Part B nursing facilities, also received a two-year moratorium on the annual cap on the amount of physical, occupational and speech therapy
provided to



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a patient, which moratorium was subsequently extended until December 31, 2005 pursuant to the Medicare Modernization Act. On January 1, 2006, these
therapy limitations went into effect until the DRA was enacted. This new law, signed by President Bush on February 8, 2006, retroactively established an exception process for the payment of all claims above the limits when such services are
medically necessary. Under CMSs final rule updating the categorization system for the long-term acute care hospital prospective payment system (LTC-DRGs) for the 2007 federal fiscal year, the annual cap on Medicare part B
reimbursement for physical therapy and speech-language pathology services and the separate annual cap on occupational therapy were lifted for those patients who can demonstrate medical necessity. On December 20, 2006, the President signed into
law the Tax Relief and Health Care Act of 2006, which, among other things, extended the DRA process for obtaining relief from the therapy caps through December 31, 2007. The DRA process was again extended through June 30, 2008 by
Section 105 of the Medicare, Medicaid and SCHIP Extension Act of 2007 (the Medicare Extension Act).

In
addition, under CMSs final rule updating LTC-DRGs for the 2007 federal fiscal year, reimbursement of uncollectible Medicare coinsurance amounts for all beneficiaries (other than beneficiaries of both Medicare and Medicaid) is reduced from 100%
to 70% for skilled nursing facility cost reporting periods beginning on or after October 1, 2005. CMS estimates that the change in treatment of bad debt will result in a decrease in payments to skilled nursing facilities of $490 million over
the five-year period from federal fiscal year 2006 to 2010. The rule also includes various options for classifying and weighting patients transferred to a skilled nursing facility after a hospital stay less than the mean length of stay associated
with that particular diagnosis-related group. This change in methodology could affect skilled nursing facility admissions, although we currently cannot predict what impact it will have on the liquidity or profitability of our skilled nursing
facility operators.

Pursuant to CMSs final rule updating SNF PPS for the 2006 federal fiscal year (October 1, 2005 through
September 30, 2006), CMS, among other things, refined the resource utilization groups (RUGs) used to determine the daily payment for beneficiaries in skilled nursing facilities by adding nine new payment categories. The result of
this refinement, which became effective on January 1, 2006, was to eliminate the temporary add-on payments that Congress enacted as part of the BBRA.

On November 1, 2006, the Secretary of Health and Human Services placed on public display his five-year review and update to the Medicare physician fee schedule entitled: Medicare Program; Revisions to
Payment Policies, Five-Year Review of Work Relative Value Units, Changes to the Practice Expense Methodology Under the Physician Fee Schedule, and Other Changes to Payment Under Part B; Revisions to the Payment Policies of Ambulance Services Under
the Fee Schedule for Ambulance Services; and Ambulance Inflation Factor Update for CY 2007. This final rule with a comment period was scheduled to be effective on January 1, 2007. The reduction in fees for physician and therapy services
was overturned on December 20, 2006, when President Bush signed into law the Tax Relief and Health Care Act of 2006, which, among other things, reduced the overall payment reduction of 5% to zero.

On August 3, 2007, CMS published its final rule for SNF PPS and Consolidated Billing for Skilled Nursing Facilities for the 2008 federal fiscal year
(October 1, 2007 through September 30, 2008). The final rule, among other things, updates the SNF PPS rates by increasing the market basket by 3.3% and makes various other technical changes, the economic effects of which have net yet been
analyzed. However, the market basket increase provided under this rule can be overridden by Congressional legislation. In addition, the Presidents proposed 2009 budget contains provisions that, if implemented, could reduce or slow the growth
in Medicare reimbursement rates for skilled nursing facilities.

We cannot assure you that future updates to the SNF PPS system, therapy
services or Medicare reimbursement for skilled nursing facilities will not materially adversely impact our operators, which, in turn, could have a Material Adverse Effect on us. See Risk FactorsChanges in the reimbursement rates or
methods of payment from third-party payors, including the Medicare and Medicaid programs, could have a material adverse effect on certain of our tenants and operators included in Item 1A of this Annual Report on Form 10-K.

Medicaid Reimbursement; Skilled Nursing Facilities

Approximately two-thirds of all nursing home residents are dependent on Medicaid. Medicaid reimbursement rates, however, typically are less than the amounts charged by the operators of our properties. BBA repealed the Boren
Amendment federal payment standard for Medicaid payments to hospitals and nursing facilities effective October 1, 1997, giving states greater latitude in setting payment rates for these providers. Furthermore, federal legislation
restricts a skilled nursing facility operators ability to withdraw from the Medicaid program by restricting the eviction or transfer of Medicaid residents.



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For the last several years, many states have announced actual or potential budget shortfalls. As a result
of these budget shortfalls, many states have implemented, are implementing or considering implementing freezes or cuts in Medicaid rates paid to providers, including skilled nursing facilities. Changes to Medicaid eligibility criteria
are also possible thereby reducing the number of beneficiaries eligible to have their medical care reimbursed by government sources.

In
the DRA, Congress made changes to the Medicaid program that are estimated to result in $10 billion in savings to the federal government over five years following enactment of the legislation primarily through the accounting practices some states use
to calculate their matched payments and revising the qualifications for individuals who are eligible for Medicaid benefits. The changes made by CMSs final rule updating SNF PPS for the 2006 federal fiscal year described above are also
anticipated to reduce Medicaid payments to skilled nursing facility operators in the future. In addition, as part of the Tax Relief and Health Care Act of 2006, Congress reduced the ceiling on taxes that states may impose on healthcare providers and
which would qualify for federal financial participation under Medicaid by 0.5%, from 6% to 5.5%. Nationally, it is anticipated that this reduction should have a negligible effect, affecting only those states with taxes in excess of 5.5%. We have not
yet ascertained the impact of this reduction on our skilled nursing facility operators.

At this time, it is not possible to predict
whether significant Medicaid rate freezes or cuts or other program changes will be adopted and if so, by how many states or whether the U.S. government will revoke, reduce or stop approving provider taxes that have the effect of
increasing Medicaid payments to the states, or the impact of such actions on our operators. However, severe and widespread Medicaid rate cuts or freezes could have a material adverse effect on our skilled nursing facility operators, which, in turn,
could have a Material Adverse Effect on us.

Nursing Home Quality Initiative

In 2002, HHS launched the Nursing Home Quality Initiative program. This program, which is designed to provide consumers with comparative information about
nursing home quality measures, rates nursing homes on various quality of care indicators. Since 2002, investigative and enforcement activities regarding nursing home quality compliance has intensified both on the federal and state administrative
levels.

If the operators of our properties are unable to achieve quality of care ratings that are comparable or superior to those of their
competitors, patients may choose alternate facilities, which could cause operating revenues to decline. In the event the financial condition or operating revenues of these operators are adversely affected, the operators ability to make rental
payments to us could be adversely affected, which, in turn, could have a Material Adverse Effect on us.

Environmental Regulation

As an owner of real property, we are subject to various federal, state and local laws and regulations regarding environmental, health and safety matters.
These laws and regulations address, among other things, asbestos, polychlorinated biphenyls, fuel oil management, wastewater discharges, air emissions, radioactive materials, medical wastes, and hazardous wastes. In certain cases, the costs of
complying with these laws and regulations and the penalties for non-compliance can be substantial. For example, although we do not generally operate or manage our properties, we may be held primarily or jointly and severally liable for costs
relating to the investigation and clean-up of any property from which there is or has been a release or threatened release of a hazardous or toxic substance and any other affected properties, regardless of whether we knew of or caused the release.
In addition to these costs, which are typically not limited by law or regulation and could exceed the propertys value, we could be liable for certain other costs, including governmental fines and injuries to persons or property. See Risk
FactorsIf any of our properties are found to be contaminated, or if we become involved in any environmental disputes, we could incur substantial liabilities and costs included in Item 1A of this Annual Report on Form 10-K.

We are generally indemnified by the current operators of our properties for contamination caused by those operators. Under our leases with
Genesis and Benchmark, Genesis and Benchmark have agreed to indemnify us against any environmental claims (including penalties and clean-up costs) resulting from any condition arising in, on or under, or relating to, their respective leased
properties at any time on or after the lease commencement date for the applicable leased property and from any condition permitted to deteriorate on or after such date, except in limited circumstances where the condition arises from our acts or
omissions. We cannot assure you that Genesis, Benchmark or another operator will have the financial capability or the willingness to satisfy any such environmental claims, and in the event Genesis, Benchmark or another operator is unable or
unwilling to do so, we may be required to satisfy the claims. See We are dependent on



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Genesis and Benchmark; either of Genesiss or Benchmarks inability or unwillingness to satisfy its obligations under its agreements with us could
significantly harm us and our ability to service our indebtedness and other obligations included in Item 1A of this Annual Report on Form 10-K. We may also be liable for environmental claims (including penalties and clean-up costs)
resulting from any condition arising in, on or under, or relating to, the leased properties at any time before the lease commencement date for the applicable leased property or resulting from our acts or omissions.

We did not make any material capital expenditures in connection with these environmental, health, and safety laws, ordinances and regulations in 2007 and
do not expect that we will have to make any such material capital expenditures during 2008.



|ITEM 1A. | Risk Factors
|-------- | ------------

This section
discusses the most significant factors that affect our business, operations and financial condition. It does not describe all risks and uncertainties applicable to us, our industry or our business. If any of the following risks, as well as other
risks and uncertainties that are not yet identified or that we currently think are not material, actually occur, we could be materially adversely affected.

We are dependent on Genesis and Benchmark; either of Genesiss or Benchmarks inability or unwillingness to satisfy its obligations under its agreements with us could significantly harm us and our ability to service our
indebtedness and other obligations.

We lease substantially all of our properties to Genesis and Benchmark, and therefore:



| |  |  | Genesis and Benchmark were the primary sources of our total revenues in 2007 and 2006 and continue to be the primary sources of our revenues; and
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Since our leases with Genesis and Benchmark are triple-net leases, we depend on Genesis and Benchmark to pay insurance, taxes, utilities and maintenance and repair
expenses required in connection with their respective leased properties.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

We cannot assure you that Genesis or Benchmark
will have sufficient assets, income and access to financing and insurance coverage to enable it to satisfy its obligations under its agreements with us. In addition, any failure by Genesis or Benchmark to effectively conduct its operations could
have a material adverse effect on its business reputation or on its ability to attract and retain patients and residents in its properties. Any inability or unwillingness by Genesis or Benchmark to satisfy its obligations under its agreements with
us or to effectively conduct its operations could have a Material Adverse Effect on us.

We may be unable to find another tenant or operator for our
properties if we have to replace Genesis, Benchmark or any of our other tenants or operators.

We may have to find another tenant or
operator for the properties covered by the leases with Genesis, Benchmark or any of our other tenants or operators upon the expiration of the terms of the applicable lease or upon a default by Genesis, Benchmark or any of those tenants or operators.
During any period that we are attempting to locate one or more tenants or operators, there could be a decrease or cessation of rental payments on those properties. We cannot assure you that Genesis, Benchmark or any of our other tenants or operators
will elect to renew their respective leases with us upon expiration of the terms thereof, including the lease expiring in June 2008, nor can we assure you that we will be able to locate another suitable tenant or operator or, if we are
successful in locating such a tenant or operator, that the rental payments from that new tenant or operator would not be significantly less than the existing rental payments. Our ability to locate another suitable tenant or operator may be
significantly delayed or limited by various state licensing, receivership or other laws, as well as by Medicare and Medicaid change-of-ownership rules. We may also incur substantial additional expenses in connection with any such licensing,
receivership or change-of-ownership proceedings. Any such delays, limitations and expenses could materially delay or impact our ability to collect rent, to obtain possession of leased properties or otherwise to exercise remedies for tenant default
and could have a Material Adverse Effect on us.



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Our investments are concentrated in seniors housing and healthcare-related properties, making us more vulnerable
economically that if our investments were diversified.

We invest primarily in real estate  in particular, seniors housing and
healthcare-related properties. Accordingly, we are exposed to the risks inherent in concentrating investments in real estate, and these risks are magnified by the fact that our real estate investments are limited to properties used in the seniors
housing or healthcare industries. A downturn in the real estate industry could adversely affect the value of our properties and our ability to sell properties for a price or on terms acceptable to us. A downturn in the healthcare or seniors housing
industries could negatively impact our operators ability to make rental payments to us, which, in turn, could have a Material Adverse Effect on us.

Furthermore, the healthcare industry is highly regulated, and changes in government regulation and reimbursement in the past have had material adverse consequences on the industry in general, which consequences may
not have been contemplated by lawmakers and regulators. We cannot assure you that future changes in government regulation of healthcare will not have a material adverse effect on the healthcare industry, including our tenants and operators. Our
ability to invest in non-seniors housing or non-healthcare-related properties is restricted by the terms of our affiliates revolving credit facilities, so these adverse effects may be more pronounced than if we diversified our investments
outside of real estate or outside of seniors housing or healthcare.

Our tenants and operators may be adversely affected by increasing healthcare
regulation and enforcement.

We believe that the regulatory environment surrounding the long-term healthcare industry has intensified
both in the amount and type of regulations and in the efforts to enforce those regulations. This is particularly true for large for-profit, multi-facility providers like Genesis and Benchmark.

The extensive federal, state and local laws and regulations affecting the healthcare industry include, but are not limited to, laws and regulations
relating to licensure, conduct of operations, ownership of facilities, addition of facilities and equipment, allowable costs, services, prices for services, quality of care, patient rights, fraudulent or abusive behavior, and financial and other
arrangements which may be entered into by healthcare providers. Federal and state governments have intensified enforcement policies, resulting in a significant increase in the number of inspections, citations of regulatory deficiencies and other
regulatory sanctions, including terminations from the Medicare and Medicaid programs, bars on Medicare and Medicaid payments for new admissions, civil monetary penalties and even criminal penalties. See Governmental RegulationHealthcare
Regulation included in Item 1 of this Annual Report on Form 10-K.

If our tenants and operators fail to comply with the
extensive laws, regulations and other requirements applicable to their businesses and the operation of our properties, they could become ineligible to receive reimbursement from governmental and private third-party payor programs, face bans on
admissions of new patients or residents, suffer civil and/or criminal penalties and/or be required to make significant changes to their operations. Our tenants also could be forced to expend considerable resources responding to an investigation or
other enforcement action under applicable laws or regulations. In addition, failure of any of our tenants or operators to comply with the applicable healthcare regulations could adversely affect its results of operations and financial condition and
the results of operations of our properties operated by it, which, in turn, could have a Material Adverse Effect on us.

We are unable to
predict the future course of federal, state and local regulation or legislation, including the Medicare and Medicaid statutes and regulations. Changes in the regulatory framework could have a material adverse effect on Genesis, Benchmark and our
other operators, which, in turn, could have a Material Adverse Effect on us.

Changes in the reimbursement rates or methods of payment from third-party
payors, including the Medicare and Medicaid programs, could have a material adverse effect on certain of our tenants and operators.

Certain of our tenants and operators rely on reimbursement from third-party payors, including the Medicare and Medicaid programs, for a portion of their revenues. There continue to be various federal and state legislative and regulatory
proposals to implement cost-containment measures that limit payments to healthcare providers. See Governmental RegulationHealthcare Regulation included in Item 1 of this Annual Report on Form 10-K. In addition, private
third-party payors have continued their efforts to control healthcare costs. We cannot assure you that adequate reimbursement levels will be available for services to be provided by our tenants which are currently being reimbursed by Medicare,
Medicaid or private payors. Significant limits by governmental and private third-party payors on the scope of services reimbursed and on reimbursement rates and fees could have a material adverse effect on the liquidity, financial condition and
results of operations of certain of our tenants and operators, which, in turn, could have a Material Adverse Effect on us.



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Significant legal actions could subject our tenants and operators to increased operating costs and substantial
uninsured liabilities, which could materially adversely affect their liquidity, financial condition and results of operations.

Although claims and costs of professional liability insurance seem to be growing at a slower pace, Genesis, Benchmark and our other tenants and operators have experienced substantial increases in both the number and size of professional
liability claims in recent years. In addition to large compensatory claims, plaintiffs attorneys continue to seek significant punitive damages and attorneys fees.

Due to historically high frequency and severity of professional liability claims against healthcare providers, the availability of professional liability
insurance has been restricted and the premiums on such insurance coverage remain very high. As a result, the insurance coverage of our tenants and operators might not cover all claims against them or continue to be available to them at a reasonable
cost. If Genesis, Benchmark or our other tenants and operators are unable to maintain adequate insurance coverage or are required to pay punitive damages, they may be exposed to substantial liabilities.

Our tenants and operators that insure any part of their general and professional liability risks through their own captive limited purpose entities
generally estimate the future cost of general and professional liability through actuarial studies which rely primarily on historical data. However, due to the increase in the number and severity of professional claims against healthcare providers,
these actuarial studies may underestimate the future cost of claims, and we cannot assure you that these operators reserves for future claims will be adequate to cover the actual cost of such claims. If the actual cost of claims is
significantly higher than the operators reserves, it could have a material adverse effect on the results of operations at our properties operated by that operator, the operators liquidity, financial condition and results of operation and
on their ability to make rental payments to us or on our behalf, which, in turn, could have a Material Adverse Effect on us.

Our operators may be sued
under a federal whistleblower statute.

Our operators who engage in business with the federal government may be sued under a federal
whistleblower statute designed to combat fraud and abuse in the healthcare industry. See Governmental RegulationHealthcare Regulation included in Item 1 of this Annual Report on Form 10-K. These lawsuits can involve
significant monetary damages and award bounties to private plaintiffs who successfully bring these suits. If any of these lawsuits were to be brought against our operators, such suits combined with increased operating costs and substantial uninsured
liabilities could have a material adverse effect on the operators liquidity, financial condition and results of operation and on their ability to make rental payments to us, which, in turn, could have a Material Adverse Effect on us.

If any of our properties are found to be contaminated, or if we become involved in any environmental disputes, we could incur substantial liabilities
and costs.

Under federal and state environmental laws and regulations, a current or former owner of real property may be liable for
costs related to the investigation, removal and remediation of hazardous or toxic substances or petroleum that are released from or are present at or under, or that are disposed of in connection with such property. Owners of real property may also
face other environmental liabilities, including government fines and penalties imposed by regulatory authorities and damages for injuries to persons, property or natural resources. Environmental laws and regulations often impose liability without
regard to whether the owner was aware of, or was responsible for, the presence, release or disposal of hazardous or toxic substances or petroleum. In certain circumstances, environmental liability may result from the activities of a current or
former operator of the property. Although we are generally indemnified by the current operators of our properties for contamination caused by them, these indemnities may not adequately cover all environmental costs. See Governmental
RegulationEnvironmental Regulation included in Item 1 of this Annual Report on Form 10-K.



|ITEM 1B. | Unresolved Staff Comments
|-------- | -------------------------

None.



|ITEM 2. | Properties
|------- | ----------

As of
December 31, 2007, we owned nine seniors housing communities, five skilled nursing facilities and three other properties in three states, and we had mortgage loan obligations outstanding in the aggregate principal amount of $64.3 million,
secured by certain of these properties.



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The following table sets forth select information regarding the properties we owned as of
December 31, 2007 for each state in which we own property:



|              |  |                            |  |                           |  |                     |  |              |  |                    
|------------- |  | -------------------------- |  | ------------------------- |  | ------------------- |  | ------------ |  | -------------------
|              |  | Seniors HousingCommunities |  | Skilled NursingFacilities |  | OtherProperties    
|              |  | Number ofProperties        |  | Units                     |  | Number ofFacilities |  | LicensedBeds |  | Number ofProperties
|State         |  |                            |  |                           |  |                     |  |              |  |                    
|Massachusetts |  | 5                          |  | 515                       |  |                    |  |             |  |                   
|New Jersey    |  |                           |  |                          |  | 1                   |  | 153          |  | 1                  
|Pennsylvania  |  | 4                          |  | 364                       |  | 4                   |  | 628          |  | 2                  
|              |  |                            |  |                           |  |                     |  |              |  |                    
|Total         |  | 9                          |  | 879                       |  | 5                   |  | 781          |  | 3                  
|              |  |                            |  |                           |  |                     |  |              |  |                    



|ITEM 3. | Legal Proceedings
|------- | -----------------

We are not
a party to, nor is any of our property the subject of, any material pending legal proceedings.



|ITEM 4. | Submission of Matters to a Vote of Security Holders
|------- | ---------------------------------------------------

Not applicable.

PART II



|ITEM 5. | Market for Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
|------- | ------------------------------------------------------------------------------------------------------------

Market Information

There is no established public
trading market for our partnership interests. As of March 27, 2008, there were 8,425,163 limited and general partnership units (consisting of 7,873 Class A general partnership units, 8,040,688 Class A limited partnership units, 31,455
Class C limited partnership units and 345,147 Class D limited partnership units) outstanding held by three partners of record. Ventas, directly and indirectly through ElderTrust (our sole general partner), holds all of the Class A general and
limited partnership units and all of the Class D limited partnership units, representing 99.6% of our outstanding partnership interests, as of March 27, 2008.

Subject to certain limitations in our Second Amended and Restated Agreement of Limited Partnership, as amended, the Class C limited partner has the right to require the redemption of its units at any time at a price
per unit equal to 51.1% of the value of a share of Ventas common stock on the date of redemption. However, in lieu of such redemption, ElderTrust has the right to elect to acquire the units directly from the limited partner in exchange for cash or
its common shares.

Distributions

Cash
distributions and allocations of income are made as described in Note 2Accounting PoliciesAllocation of Net Income and Cash Distributions of the Notes to Consolidated Financial Statements included in Item 8 of this
Annual Report on Form 10-K.



|ITEM 6. | Selected Financial Data
|------- | -----------------------

You
should read the following selected financial data in conjunction with Managements Discussion and Analysis of Financial Condition and Results of Operations included in Item 7 of this Annual Report on Form 10-K and our
Consolidated Financial Statements and the notes thereto included in Item 8 of this Annual Report on Form 10-K. The purchase method of accounting was used to record our assets acquired and liabilities assumed by ElderTrust on
February 5, 2004, the date on which Ventas acquired ElderTrust. Such accounting generally results in increased amortization and



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depreciation reported in future periods. Accordingly, the following selected financial data is not comparable in all respects since the financial data for
the year ended December 31, 2004 includes data from our predecessor (the ETOP Predecessor) for the period from January 1, 2004 through February 4, 2004 and the financial data for the year ended December 31, 2003
consists solely of data from the ETOP Predecessor.



|                                                    |  |                                            |         |   |      |   |         |      |  |   |          |   |  |                 |         |   |  |   |         |  
|--------------------------------------------------- |  | ------------------------------------------ | ------- | - | ---- | - | ------- | ---- |  | - | -------- | - |  | --------------- | ------- | - |  | - | ------- | -
|                                                    |  |                                            |         |   |      |   |         |      |  |   |          |   |  | ETOPPredecessor |        
|                                                    |  | As of and For the Years Ended December 31, |        
|                                                    |  | 2007                                       |         |   | 2006 |   |         | 2005 |  |   | 2004 (1) |   |  | 2003            |        
|Operating Data                                      |  |                                            |         |   |      |   |         |      |  |   |          |   |  |                 |         |   |  |   |         |  
|Rental income                                       |  | $                                          | 16,615  |   |      | $ | 16,510  |      |  | $ | 16,378   |   |  | $               | 16,434  |   |  | $ | 17,704  |  
|General, administrative and professional fees       |  |                                            | 1,052   |   |      |   | 993     |      |  |   | 1,451    |   |  |                 | 1,487   |   |  |   | 3,489   |  
|Interest expense                                    |  |                                            | 4,988   |   |      |   | 5,095   |      |  |   | 5,090    |   |  |                 | 5,502   |   |  |   | 7,247   |  
|Income before discontinued operations               |  |                                            | 3,323   |   |      |   | 3,159   |      |  |   | 2,640    |   |  |                 | 2,519   |   |  |   | 1,150   |  
|Discontinued operations                             |  |                                            |        |   |      |   |        |      |  |   | 5,334    |   |  |                 | 363     |   |  |   | 3,300   |  
|Net income                                          |  |                                            | 3,323   |   |      |   | 3,159   |      |  |   | 7,974    |   |  |                 | 2,882   |   |  |   | 4,450   |  
|Per Unit Data                                       |  |                                            |         |   |      |   |         |      |  |   |          |   |  |                 |         |   |  |   |         |  
|Income before discontinued operations allocated to: |  |                                            |         |   |      |   |         |      |  |   |          |   |  |                 |         |   |  |   |         |  
|Class A general partner                             |  | $                                          | 4       |   |      | $ | 3       |      |  | $ | 2        |   |  | $               | 2       |   |  | $ | 1       |  
|Class A limited partners                            |  |                                            | 3,242   |   |      |   | 3,030   |      |  |   | 2,504    |   |  |                 | 2,507   |   |  |   | 1,145   |  
|Class C limited partner                             |  |                                            | 12      |   |      |   | 12      |      |  |   | 10       |   |  |                 | 10      |   |  |   | 4       |  
|Class D limited partners                            |  |                                            | 65      |   |      |   | 114     |      |  |   | 124      |   |  |                 |        |   |  |   |        |  
|Net income allocated to:                            |  |                                            |         |   |      |   |         |      |  |   |          |   |  |                 |         |   |  |   |         |  
|Class A general partner                             |  | $                                          | 4       |   |      | $ | 3       |      |  | $ | 8        |   |  | $               | 3       |   |  | $ | 4       |  
|Class A limited partners                            |  |                                            | 3,242   |   |      |   | 3,030   |      |  |   | 7,812    |   |  |                 | 2,868   |   |  |   | 4,429   |  
|Class C limited partner                             |  |                                            | 12      |   |      |   | 12      |      |  |   | 30       |   |  |                 | 11      |   |  |   | 17      |  
|Class D limited partners                            |  |                                            | 65      |   |      |   | 114     |      |  |   | 124      |   |  |                 |        |   |  |   |        |  
|Net income per unit:                                |  |                                            |         |   |      |   |         |      |  |   |          |   |  |                 |         |   |  |   |         |  
|Class A general partnership unit                    |  | $                                          | 0.40    |   |      | $ | 0.38    |      |  | $ | 1.00     |   |  | $               | 0.38    |   |  | $ | 0.50    |  
|Class A limited partnership unit                    |  |                                            | 0.40    |   |      |   | 0.38    |      |  |   | 0.97     |   |  |                 | 0.36    |   |  |   | 0.56    |  
|Class C limited partnership unit                    |  |                                            | 0.40    |   |      |   | 0.38    |      |  |   | 0.97     |   |  |                 | 0.35    |   |  |   | 0.55    |  
|Class D limited partnership unit                    |  |                                            | 0.19    |   |      |   | 0.33    |      |  |   | 0.36     |   |  |                 |        |   |  |   |        |  
|Other Data                                          |  |                                            |         |   |      |   |         |      |  |   |          |   |  |                 |         |   |  |   |         |  
|Net cash provided by operating activities           |  | $                                          | 7,496   |   |      | $ | 7,381   |      |  | $ | 8,062    |   |  | $               | 8,448   |   |  | $ | 25,978  |  
|Net cash (used in) provided by investing activities |  |                                            | (135    | ) |      |   | (261    | )    |  |   | 9,864    |   |  |                 | 2,723   |   |  |   | 33,965  |  
|Net cash used in financing activities               |  |                                            | (7,697  | ) |      |   | (7,223  | )    |  |   | (18,697  | ) |  |                 | (35,630 | ) |  |   | (41,653 | )
|Weighted average units outstanding:                 |  |                                            |         |   |      |   |         |      |  |   |          |   |  |                 |         |   |  |   |         |  
|Class A general partnership units                   |  |                                            | 8       |   |      |   | 8       |      |  |   | 8        |   |  |                 | 8       |   |  |   | 8       |  
|Class A limited partnership units                   |  |                                            | 8,041   |   |      |   | 8,041   |      |  |   | 8,041    |   |  |                 | 8,041   |   |  |   | 7,072   |  
|Class C limited partnership units                   |  |                                            | 31      |   |      |   | 31      |      |  |   | 31       |   |  |                 | 31      |   |  |   | 31      |  
|Class D limited partnership units                   |  |                                            | 345     |   |      |   | 345     |      |  |   | 101      |   |  |                 |        |   |  |   |        |  
|Cash distributions per class:                       |  |                                            |         |   |      |   |         |      |  |   |          |   |  |                 |         |   |  |   |         |  
|Class A general partnership units                   |  | $                                          | 6       |   |      | $ | 6       |      |  | $ | 8        |   |  | $               | 38      |   |  | $ | 4       |  
|Class A limited partnership units                   |  |                                            | 6,064   |   |      |   | 5,680   |      |  |   | 8,009    |   |  |                 | 38,151  |   |  |   | 3,836   |  
|Class C limited partnership units                   |  |                                            | 31      |   |      |   | 22      |      |  |   | 23       |   |  |                 | 21      |   |  |   | 15      |  
|Class D limited partnership units                   |  |                                            | 65      |   |      |   | 114     |      |  |   | 124      |   |  |                 |        |   |  |   |        |  
|Balance Sheet Data                                  |  |                                            |         |   |      |   |         |      |  |   |          |   |  |                 |         |   |  |   |         |  
|Real estate investments and land, at cost           |  | $                                          | 155,751 |   |      | $ | 155,616 |      |  | $ | 155,355  |   |  | $               | 160,769 |   |  | $ | 180,608 |  
|Total assets                                        |  |                                            | 153,720 |   |      |   | 158,217 |      |  |   | 162,161  |   |  |                 | 164,548 |   |  |   | 192,183 |  
|Debt and other obligations                          |  |                                            | 71,791  |   |      |   | 73,299  |      |  |   | 74,700   |   |  |                 | 85,535  |   |  |   | 84,445  |  
|Partners capital                                   |  |                                            | 78,330  |   |      |   | 81,173  |      |  |   | 83,836   |   |  |                 | 74,987  |   |  |   | 89,914  |  



|(1) | The financial data for the year ended December 31, 2004 includes data from the ETOP Predecessor for the period from
January 1, 2004 through February 4, 2004.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------



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|ITEM 7. | Managements Discussion and Analysis of Financial Condition and Results of Operations
|------- | -------------------------------------------------------------------------------------

The following discussion and analysis provides information which management believes is relevant to an assessment and understanding of the consolidated
results of operations and financial condition of ElderTrust Operating Limited Partnership (together with its subsidiaries, except where the context otherwise requires, ETOP, we, us, or our). You should
read this discussion in conjunction with our Consolidated Financial Statements and the notes thereto included in Item 8 of this Annual Report on Form 10-K. This Managements Discussion and Analysis will help you understand:



| |  |  | Our critical accounting policies and estimates;
| | - |  | -----------------------------------------------



| |  |  | Our results of operations for the last three years; and
| | - |  | -------------------------------------------------------



| |  |  | Our liquidity and capital resources.
| | - |  | ------------------------------------

Critical
Accounting Policies and Estimates

Our Consolidated Financial Statements included in Item 8 of this Annual Report on Form 10-K have
been prepared in accordance with U.S. generally accepted accounting principles (GAAP), which requires us to make estimates and judgments about future events that affect the reported amounts in the financial statements and the related
disclosures. We base estimates on our experience and on various other assumptions believed to be reasonable under the circumstances. These judgments affect the reported amounts of assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting periods. If our judgment or interpretation of the facts and circumstances relating to various transactions or other matter had
been different, it is possible that different accounting would have been applied, resulting in a different presentation of our financial statements. From time to time, we re-evaluate our estimates and assumptions. In the event estimates or
assumptions prove to be different from actual results, adjustments are made in subsequent periods to reflect more current estimates and assumptions about matters that are inherently uncertain. We believe that the following critical accounting
policies, among others, affect our more significant estimates and judgments used in the preparation of our financial statements. For more information regarding our critical accounting policies, please see Note 2Accounting Policies
of the Notes to Consolidated Financial Statements included in Item 8 of this Annual Report on Form 10-K.

Long-Lived Assets

Investments in real estate assets are recorded at cost. We account for acquisitions using the purchase method. The cost of the properties acquired is
allocated among tangible and recognized intangible assets based upon estimated fair values in accordance with the provisions of Statement of Financial Accounting Standards (SFAS) No. 141, Business Combinations. We
estimate fair values of the components of assets and liabilities acquired as of the acquisition date. Recognized intangibles, if any, include the value of acquired lease contracts and related customer relationships.

Our method for allocating the purchase price paid to acquire investments in real estate requires us to make subjective assessments for determining fair
value of the assets and liabilities acquired or assumed. This includes determining the value of the buildings and improvements, land and improvements, ground leases, tenant improvements, in-place tenant leases, above and/or below market leases,
other intangibles embedded in contracts and any debt assumed. Each of these estimates requires significant judgment and some of the estimates involve complex calculations. These allocation assessments have a direct impact on our results of
operations, as amounts allocated to some assets and liabilities have different depreciation or amortization lives. Additionally, the amortization of value assigned to above and/or below market leases is recorded as a component of revenue, as
compared to the amortization of in-place leases and other intangibles, which is included in depreciation and amortization in our Consolidated Statements of Income included in Item 8 of this Annual Report on Form 10-K.

We estimate the fair value of buildings on an as-if-vacant basis, and depreciate the building value over the estimated remaining life of the building. We
determine the allocated value of other fixed assets based upon the replacement cost and depreciate such value over the estimated remaining useful lives. We determine the value of land either based on real estate tax assessed values in relation to
the total value of the asset or internal analyses of recently acquired and existing comparable properties within our portfolio. The fair value of in-place leases, if any, reflects (i) above and below market leases, if any, determined by
discounting the difference between the estimated current market rent and the in-place rentals, the resulting intangible asset or liability of which is amortized to revenue over the remaining life of the associated lease plus any fixed rate renewal
periods, if applicable, (ii) the estimated value of the cost to obtain tenants, including tenant



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allowances, tenant improvements and leasing commissions, which is amortized over the remaining life of the associated lease, and (iii) an estimated
value of the absorption period to reflect the value of the rents and recovery costs foregone during a reasonable lease-up period, as if the acquired space was vacant, which is amortized over the remaining life of the associated lease. We also
estimate the value of tenant or other customer relationships acquired by considering the nature and extent of existing business relationships with the tenant, growth prospects for developing new business with the tenant, the tenants credit
quality, expectations of lease renewals with the tenant, and the potential for significant, additional future leasing arrangements with the tenant. We amortize such value, if any, over the expected term of the associated arrangements or leases,
which would include the remaining lives of the related leases and any expected renewal periods. The fair value of long-term debt is calculated by discounting the remaining contractual cash flows on each instrument at the current market rate for
those borrowings. Discount rates are approximated based on the rate we estimate we would incur to replace each instrument on the day of acquisition. Any fair value adjustments related to long-term debt are recognized as effective yield adjustments
over the remaining term of the instrument.

Impairment of Long-Lived Assets

We periodically evaluate our long-lived assets, primarily consisting of our investments in real estate, for impairment indicators in accordance with SFAS
No. 144 Accounting for the Impairment and Disposal of Long-Lived Assets. If indicators of impairment are present, we evaluate the carrying value of the related real estate investments in relation to the future undiscounted cash
flows of the underlying operations and adjust the net book value of leased properties and other long-lived assets to fair value if the sum of the expected future cash flows and sales proceeds is less than book value. An impairment loss is recognized
at the time we make any such determination. Future events could occur which would cause us to conclude that impairment indicators exist and an impairment loss is warranted. We did not record any impairment charges for the years ended
December 31, 2007, 2006 and 2005.

Revenue Recognition

Certain of our leases provide for periodic and determinable increases in base rent. Base rental revenues under these leases are recognized on a straight-line basis over the term of the applicable lease. Income on our
straight-line revenue is recognized when collectibility is reasonably assured. In the event we determine that collectibility of straight-line revenue is not reasonably assured, we establish an allowance for estimated losses. Recognizing rental
income on a straight-line basis results in recognized revenue exceeding cash amounts contractually due from our tenants during the first half of the term for leases that have straight-line treatment.

Certain of our other leases provide for an annual increase in rental payments only if certain revenue parameters or other contingencies are met. We
recognize the increased rental revenue under these leases only if the revenue parameters or other contingencies are met rather than on a straight-line basis over the term of the applicable lease. We recognize income from rent, lease termination fees
and other income once all of the following criteria are met in accordance with Securities and Exchange Commission (the Commission) Staff Accounting Bulletin 104: (i) the agreement has been fully executed and delivered;
(ii) services have been rendered; (iii) the amount is fixed or determinable; and (iv) collectibility is reasonably assured.

Gain on Sale
of Facilities

We recognize sales of assets only upon the closing of the transaction with the purchaser. Payments received from
purchasers prior to closing are recorded as deposits and classified as other assets on our Consolidated Balance Sheets included in Item 8 of this Annual Report on Form 10-K. Gains on assets sold are recognized using the full accrual method upon
closing when the collectibility of the sales price is reasonably assured, we are not obligated to perform significant activities after the sale to earn the profit, we have received adequate initial investment from the buyer, and other profit
recognition criteria have been satisfied. Gains may be deferred in whole or in part until the sales satisfy the requirements of gain recognition on sales of real estate under SFAS No. 66, Accounting for Sales of Real Estate.

Recently Issued Accounting Standards

In June 2006, the Financial Accounting Standards Board (FASB) issued Interpretation No. 48, Accounting for Uncertainty in Income Taxes (FIN 48). FIN 48 clarifies the accounting for income taxes when
it is uncertain how an income or expense item should be treated on an income tax return. FIN 48 describes when and in what amount an uncertain tax item should be recorded in the financial statements and provides guidance on recording interest and
penalties and accounting and reporting for income taxes in interim periods. We adopted FIN 48 on January 1, 2007. The adoption did not have a material impact on our Consolidated Financial Statements included in Item 8 of this Annual Report
on Form 10-K.



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In September 2006, the FASB issued SFAS No. 157, Fair Value Measurements. This statement
defines fair value and provides guidance for measuring fair value and the necessary disclosures. SFAS No. 157 does not require any new fair value measurements, but rather applies to all other accounting pronouncements that require or permit
fair value measurements. We adopted SFAS No. 157 on January 1, 2008. The adoption did not have a material impact on our Consolidated Financial Statements included in Item 8 of this Annual Report on Form 10-K.

In December 2007, the FASB issued SFAS No. 141(R), Business Combinations. SFAS No. 141(R) requires the acquiring entity in a
business combination to measure the assets acquired, liabilities assumed (including contingencies) and any noncontrolling interests at their fair values on the acquisition date. The statement also requires that acquisition-related transaction costs
be expensed as incurred and acquired research and development value be capitalized. In addition, acquisition-related restructuring costs are to be capitalized only if they meet certain criteria. SFAS No. 141(R) will be effective for us
beginning on January 1, 2009. Early adoption is prohibited. We have not yet determined the impact, if any, the adoption of this new accounting pronouncement is expected to have on our Consolidated Financial Statements.

In December 2007, the FASB also issued SFAS No. 160, Noncontrolling Interests in Consolidated Financial Statements, an amendment of Accounting
Research Bulletin No. 51. SFAS No. 160 requires the classification of noncontrolling interests (formerly, minority interests) as a component of consolidated equity. In addition, net income will include the total income of all
consolidated subsidiaries with the attribution of earnings and other comprehensive income between controlling and noncontrolling interests reported as a separate disclosure on the face of the consolidated income statement. The calculation of
earnings per share will continue to be based on income amounts attributable to the parent. SFAS No. 160 also addresses accounting and reporting for a change in control of a subsidiary. SFAS No. 160 will be effective for us beginning on
January 1, 2009. Early adoption is prohibited. This statement is required to be adopted prospectively, except for the presentation and disclosure requirements, which are required to be adopted retrospectively. We have not yet determined the
impact, if any, the adoption of this new accounting pronouncement is expected to have on our Consolidated Financial Statements.



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Results of Operations

The tables below show our results of operations for each year and the absolute dollar and percentage changes in those results from year to year.

Years Ended December 31, 2007 and 2006



|                                              |  |                        |        |        |   |        |  |   |      |   |  |       |  
|--------------------------------------------- |  | ---------------------- | ------ | ------ | - | ------ |  | - | ---- | - |  | ----- | -
|                                              |  | Year EndedDecember 31, |        | Change |  
|                                              |  | 2007                   |        | 2006   |   | $      |  |   | %    |  
|                                              |  | (Dollars in thousands) |       
|Revenues:                                     |  |                        |        |        |   |        |  |   |      |   |  |       |  
|Rental income                                 |  | $                      | 16,615 |        | $ | 16,510 |  | $ | 105  |   |  | 0.6   | %
|Interest and other income                     |  |                        | 311    |        |   | 126    |  |   | 185  |   |  | 146.8 |  
|                                              |  |                        |        |        |   |        |  |   |      |   |  |       |  
|Total revenues                                |  |                        | 16,926 |        |   | 16,636 |  |   | 290  |   |  | 1.7   |  
|Expenses:                                     |  |                        |        |        |   |        |  |   |      |   |  |       |  
|Interest                                      |  |                        | 4,988  |        |   | 5,095  |  |   | (107 | ) |  | (2.1  | )
|Depreciation and amortization                 |  |                        | 5,366  |        |   | 5,342  |  |   | 24   |   |  | 0.4   |  
|Property-level operating expenses             |  |                        | 1,597  |        |   | 1,447  |  |   | 150  |   |  | 10.4  |  
|General, administrative and professional fees |  |                        | 1,052  |        |   | 993    |  |   | 59   |   |  | 5.9   |  
|Intercompany interest                         |  |                        | 600    |        |   | 600    |  |   |     |   |  |      |  
|                                              |  |                        |        |        |   |        |  |   |      |   |  |       |  
|Total expenses                                |  |                        | 13,603 |        |   | 13,477 |  |   | 126  |   |  | 0.9   |  
|                                              |  |                        |        |        |   |        |  |   |      |   |  |       |  
|Net income                                    |  | $                      | 3,323  |        | $ | 3,159  |  | $ | 164  |   |  | 5.2   | %
|                                              |  |                        |        |        |   |        |  |   |      |   |  |       |  

Revenues

There was no material change in our 2007 rental income from the comparable period in 2006.

Interest and
other income increased $0.2 million in 2007 primarily as a result of a one-time lease assumption fee recognized during 2007.

Expenses

Property-level operating expenses increased during 2007 primarily as a result of higher general maintenance and repair items throughout 2007.

The majority of our general, administrative and professional fees results from the allocation of corporate expenses from our ultimate
parent entity, Ventas, Inc. (Ventas). This allocation method is based on our total revenues in relation to the consolidated revenues of Ventas. The increase in this expense during 2007 is attributable to higher allocations from Ventas
due to its overall growth during 2007.



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Years Ended December 31, 2006 and 2005



|                                              |  |                        |        |        |   |        |  |   |        |   |  |       |   
|--------------------------------------------- |  | ---------------------- | ------ | ------ | - | ------ |  | - | ------ | - |  | ----- | --
|                                              |  | Year EndedDecember 31, |        | Change |  
|                                              |  | 2006                   |        | 2005   |   | $      |  |   | %      |  
|                                              |  | (Dollars in thousands) |       
|Revenues:                                     |  |                        |        |        |   |        |  |   |        |   |  |       |   
|Rental income                                 |  | $                      | 16,510 |        | $ | 16,378 |  | $ | 132    |   |  | 0.8   | % 
|Interest and other income                     |  |                        | 126    |        |   | 149    |  |   | (23    | ) |  | (15.4 | ) 
|                                              |  |                        |        |        |   |        |  |   |        |   |  |       |   
|Total revenues                                |  |                        | 16,636 |        |   | 16,527 |  |   | 109    |   |  | 0.7   |   
|Expenses:                                     |  |                        |        |        |   |        |  |   |        |   |  |       |   
|Interest                                      |  |                        | 5,095  |        |   | 5,090  |  |   | 5      |   |  | 0.1   |   
|Depreciation and amortization                 |  |                        | 5,342  |        |   | 5,316  |  |   | 26     |   |  | 0.5   |   
|Property-level operating expenses             |  |                        | 1,447  |        |   | 1,430  |  |   | 17     |   |  | 1.2   |   
|General, administrative and professional fees |  |                        | 993    |        |   | 1,451  |  |   | (458   | ) |  | (31.6 | ) 
|Intercompany interest                         |  |                        | 600    |        |   | 600    |  |   |       |   |  |      |   
|                                              |  |                        |        |        |   |        |  |   |        |   |  |       |   
|Total expenses                                |  |                        | 13,477 |        |   | 13,887 |  |   | (410   | ) |  | (3.0  | ) 
|                                              |  |                        |        |        |   |        |  |   |        |   |  |       |   
|Income before discontinued operations         |  |                        | 3,159  |        |   | 2,640  |  |   | 519    |   |  | 19.7  |   
|Discontinued operations                       |  |                        |       |        |   | 5,334  |  |   | (5,334 | ) |  | nm    |   
|                                              |  |                        |        |        |   |        |  |   |        |   |  |       |   
|Net income                                    |  | $                      | 3,159  |        | $ | 7,974  |  | $ | (4,815 | ) |  | (60.4 | )%
|                                              |  |                        |        |        |   |        |  |   |        |   |  |       |   



nm - Not meaningful

Revenues

There was no material change in our 2006 revenues from the comparable period in 2005.

Expenses

The majority of our general, administrative and professional fees results from the allocation of corporate expenses from Ventas. This allocation method is
based on our total revenues in relation to the consolidated revenues of Ventas. The decrease in this expense during 2006 is attributable primarily to lower allocations from Ventas due to its overall growth.

Discontinued Operations

We did not make any
dispositions during the year ended December 31, 2006. Discontinued operations for the year ended December 31, 2005 represents the operating results of one seniors housing community that was sold in the fourth quarter for approximately $9.9
million in net cash proceeds. We recognized a net gain on the sale of approximately $5.1 million. In addition, the tenant paid us a lease termination fee of approximately $0.2 million. See Note 3Discontinued Operations of the Notes
to Consolidated Financial Statements included in Item 8 of this Annual Report on Form 10-K.

Asset/Liability Management

Asset/liability management is a key element of our overall risk management program. The objective of asset/liability management is to support the
achievement of business strategies while maintaining appropriate risk levels. The asset/liability management process focuses on a variety of risks, including market risk (primarily interest rate risk) and credit risk. Effective management of these
risks is an important determinant of the absolute levels and variability of net income and net worth. The following discussion addresses our integrated management of assets and liabilities. We do not use derivative financial instruments for
speculative or hedging purposes.

Market Risk

We receive revenue primarily by leasing our assets under long-term triple-net leases in which the rental rate is generally fixed with annual escalators, subject to certain limitations. Our intercompany note payable and substantially all of
our mortgage indebtedness bear interest at fixed rates. We do not utilize interest rate swaps or any other type of derivative financial instruments to mitigate interest rate risk.



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For fixed rate debt, changes in interest rates generally affect the fair market value of the underlying
indebtedness, but not earnings or cash flows. We generally cannot prepay fixed rate debt prior to maturity without premium. Therefore, interest rate risk and changes in fair market value should not have a significant impact on our fixed rate debt
until we are required to refinance such debt.

To highlight the sensitivity of our fixed rate debt to changes in interest rates, the
following summary shows the effects of a hypothetical instantaneous change of 100 basis points (BPS) in interest rates as of December 31, 2007 and 2006:



|                                                |  |                    |        |      |   |       
|----------------------------------------------- |  | ------------------ | ------ | ---- | - | ------
|                                                |  | As of December 31,
|                                                |  | 2007               |        | 2006
|                                                |  | (In thousands)    
|Book value                                      |  | $                  | 71,391 |      | $ | 72,886
|Fair value                                      |  |                    | 72,952 |      |   | 76,445
|Fair value reflecting change in interest rates: |  |                    |        |      |   |       
|-100 BPS                                        |  |                    | 76,132 |      |   | 80,275
|+100 BPS                                        |  |                    | 70,106 |      |   | 73,019

The fair market value of our fixed rate debt is based on current interest rates at which we could
obtain similar borrowings. These sensitivity analyses are limited in that they were performed at a particular point in time and are subject to the accuracy of the various assumptions used.

We may borrow additional money with variable interest rates in the future. Increases in interest rates, therefore, would result in increases in interest
expense, which could adversely affect our cash flow and our ability to pay our obligations.

Credit Risk

As of December 31, 2007, approximately 53.4% and 35.1% of our properties, based on their original cost, were operated by Genesis and Benchmark,
respectively. Approximately 49.9% and 30.6% of our total rental income for the year ended December 31, 2007 were derived from leases with Genesis and Benchmark, respectively.

Accordingly, the financial condition of Genesis and Benchmark and their ability to meet our rent obligations will largely determine our rental revenues
and our ability to make distributions to our partners. In addition, any failure by Genesis or Benchmark to effectively conduct its operations could have a material adverse effect on its business reputation or on its ability to enlist and maintain
patients in its facilities. See Risk FactorsWe are dependent on Genesis and Benchmark; either of Genesiss or Benchmarks inability or unwillingness to satisfy its obligations under its agreements with us could significantly
harm us and our ability to service our indebtedness and other obligations, included in Part I, Item 1A of this Annual Report on Form 10-K, and Note 6Concentration of Credit Risk of the Notes to Consolidated Financial
Statements included in Item 8 of this Annual Report on Form 10-K. We monitor our credit risk under our lease agreements with our tenants by, among other things, (i) reviewing and analyzing information regarding the healthcare industry
generally, publicly available information regarding tenants, and information provided by the tenants and borrowers under our lease and other agreements, and (ii) having periodic discussions with tenants, borrowers and their representatives.

Liquidity and Capital Resources

Cash Flows

During 2007, our principal source of liquidity was cash flows from operations. We anticipate that cash flows from operations will be
sufficient to fund our business operations and distributions to unit holders for the foreseeable future. Capital requirements for acquisitions, if any, may require funding from borrowings, assumption of debt from the seller, issuance of secured or
unsecured long-term debt or other securities or capital contributions by Ventas.



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We had no cash and cash equivalents as of December 31, 2007. We had cash and cash equivalents of
$0.3 million as of December 31, 2006.

We had restricted cash of $7.5 million and $6.5 million as of December 31, 2007 and 2006,
respectively. Restricted cash primarily consists of amounts held by us or our lenders to provide for future real estate tax and insurance expenditures and tenant improvements. Restricted cash also represents amounts committed for security deposits
paid to us by our tenants and cash restricted due to certain mortgage financing requirements on certain properties.

Net cash provided by
operating activities was $7.5 million, $7.4 million and $8.1 million for the years ended December 31, 2007, 2006 and 2005, respectively. The decrease from 2005 primarily related to changes in operating assets and liabilities.

Net cash used in investing activities was $0.1 million and $0.3 million for the years ended December 31, 2007 and 2006, respectively. Net cash
provided by investing activities was $9.9 million for the year ended December 31, 2005 and was due primarily to the receipt of proceeds from the sale of the seniors housing community. We did not dispose of any assets during 2007 or 2006.

Net cash used in financing activities was $7.7 million, $7.2 million and $18.7 million for the years ended December 31, 2007, 2006
and 2005, respectively. The decrease from 2005 is the result of fewer distributions to Ventas and fewer payments on debt.

Debt and Note Payable

For a description of our long-term obligations, see Note 7Debt of the Notes to Consolidated Financial Statements included
in Item 8 of this Annual Report on Form 10-K.

Debt Guarantees

We and certain of our direct and indirect wholly owned subsidiaries (the ETOP Subsidiary
Guarantors) have provided full and unconditional guarantees, on a joint and several basis with Ventas and certain of Ventass other direct and indirect wholly owned subsidiaries, of the obligation to pay principal and interest with
respect to Ventass 37/8% Convertible Senior Notes due 2011 and the 83/4% Senior Notes due 2009, 63/4% Senior Notes due
2010, 9% Senior Notes due 2012, 65/8% Senior Notes due 2014, 71/8% Senior Notes due 2015, 61/2% Senior Notes due
2016 and 63/4% Senior Notes due 2017 issued by Ventas Realty, Limited Partnership (Ventas Realty) and Ventas Capital
Corporation, wholly owned subsidiaries of Ventas (collectively, the Senior Notes). The total aggregate principal amount of the Senior Notes outstanding as of December 31, 2007 was $1.5 billion. Certain of our other subsidiaries (the
ETOP Non-Guarantor Subsidiaries) have not provided the guarantee of the Senior Notes and therefore are not directly obligated with respect to the Senior Notes.

Contractual and legal restrictions, including those contained in the instruments governing certain of the ETOP Non-Guarantor Subsidiaries
outstanding indebtedness, may under certain circumstances restrict our ability to obtain cash from the ETOP Non-Guarantor Subsidiaries for the purpose of satisfying our debt service obligations, including our guarantee of payment of principal and
interest on the Senior Notes. Certain of the ETOP Subsidiary Guarantors properties are subject to mortgages.

Partner Distributions

Distributions to the Class C and Class D limited partners are based on the dividends paid on Ventass outstanding common
stock. The distribution amount for each Class C limited partnership unit is computed by multiplying a Conversion Factor (as defined in our Second Amended and Restated Agreement of Limited Partnership, as amended) by the dividend rate on
Ventass common stock. The distribution amount for each Class D limited partnership unit is equal to the dividend rate on Ventass common stock. Distributions to the Class A limited and general partners are allocated on a pro
rata basis in accordance with each partners respective percentage interest on the distribution date.

Other

In April 2004, we entered into a promissory note in the amount of $7.5 million with Ventas Realty. Under the terms of the note, interest is paid quarterly
at an annual rate of 8.0% beginning on July 1, 2004. The note has a maturity date of December 31, 2013, at which time a principal balloon payment equal to the full amount of the note is due. As of December 31, 2007, the note had an
outstanding balance of $7.5 million, with no accrued interest due to Ventas Realty.



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Except with respect to our medical office buildings, capital expenditures to maintain and improve our
leased properties generally will be incurred by our tenants. Accordingly, we do not believe that we will incur any major expenditures in connection with these leased properties. After the terms of the leases expire, or in the event that the tenants
are unable or unwilling to meet their obligations under the leases, we anticipate that any expenditures relating to the maintenance of these leased properties for which we may become responsible will be funded by cash flows from operations or
through capital contributions by Ventas. To the extent that unanticipated expenditures or significant borrowings are required, our liquidity may be affected adversely.

Contractual Obligations

The following table summarizes the effect that minimum debt (which includes
principal and interest payments) and other material noncancelable commitments are expected to have on our cash flows in future periods as of December 31, 2007:



|                           |  |                |         |                 |   |               |  |           |        |                  |   |       |  |   |       
|-------------------------- |  | -------------- | ------- | --------------- | - | ------------- |  | --------- | ------ | ---------------- | - | ----- |  | - | ------
|                           |  | Total          |         | Less than 1year |   | 1-3 years (1) |  | 3-5 years |        | More than 5years
|                           |  | (In thousands)
|Long-term debt obligations |  | $              | 100,562 |                 | $ | 6,506         |  | $         | 39,178 |                  | $ | 6,084 |  | $ | 48,794
|Ground lease obligations   |  |                | 2,250   |                 |   | 75            |  |           | 150    |                  |   | 150   |  |   | 1,875 
|                           |  |                |         |                 |   |               |  |           |        |                  |   |       |  |   |       
|Total                      |  | $              | 102,812 |                 | $ | 6,581         |  | $         | 39,328 |                  | $ | 6,234 |  | $ | 50,669
|                           |  |                |         |                 |   |               |  |           |        |                  |   |       |  |   |       



|(1) | Includes $33.1 million in balloon payments due in October and November 2009 on five mortgage loans.
|--- | ---------------------------------------------------------------------------------------------------



|ITEM 7A. | Quantitative and Qualitative Disclosures About Market Risk
|-------- | ----------------------------------------------------------

The information set forth in Item 7 of this Annual Report on Form 10-K under Managements Discussion and Analysis of Financial Condition and Results of OperationsAsset/Liability Management
is incorporated by reference into this Item 7A.



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|ITEM 8. | Financial Statements and Supplementary Data
|------- | -------------------------------------------

ElderTrust Operating Limited Partnership

Index to Consolidated Financial Statements and Financial
Statement Schedule



|                                                                                                  |  |   
|------------------------------------------------------------------------------------------------- |  | --
|Management Report on Internal Control over Financial Reporting                                    |  | 27
|Report of Independent Registered Public Accounting Firm                                           |  | 28
|Consolidated Balance Sheets as of December 31, 2007 and 2006                                      |  | 29
|Consolidated Statements of Income for the Years Ended December 31, 2007, 2006 and 2005            |  | 30
|Consolidated Statements of Partners Capital for the Years Ended December 31, 2007, 2006 and 2005 |  | 31
|Consolidated Statements of Cash Flows for the Years Ended December 31, 2007, 2006 and 2005        |  | 32
|Notes to Consolidated Financial Statements                                                        |  | 33
|Consolidated Financial Statement Schedule                                                         |  |   
|Schedule III - Real Estate and Accumulated Depreciation                                           |  | 45



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Management Report on Internal Control over Financial Reporting

Management of ElderTrust, the general partner
of ElderTrust Operating Limited Partnership (the Partnership), is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rule 13a-15(f) under the Securities Exchange Act of 1934, as
amended. Management, with the participation of the Chief Executive Officer and Chief Financial Officer of ElderTrust, evaluated the effectiveness of the Partnerships internal control over financial reporting based on the framework established
in Internal ControlIntegrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on this evaluation, management has determined that the Partnerships internal control over
financial reporting as of December 31, 2007 was effective.

Pursuant to temporary rules of the Securities and Exchange Commission, the
effectiveness of the Partnerships internal control over financial reporting as of December 31, 2007 has not been audited by an independent registered public accounting firm.



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Report of Independent Registered Public Accounting Firm

Partners

ElderTrust Operating Limited Partnership

We have audited the accompanying
consolidated balance sheets of ElderTrust Operating Limited Partnership (the Partnership) as of December 31, 2007 and 2006, and the related consolidated statements of income, partners capital, and cash flows for each of the three
years in the period ended December 31, 2007. Our audits also included the financial statement schedule listed in the index. These financial statements and schedule are the responsibility of the Partnerships management. Our
responsibility is to express an opinion on these financial statements and schedule based on our audits.

We conducted our audits in accordance with the
standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. We were
not engaged to perform an audit of the Partnerships internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the
circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Partnerships internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits
provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the
consolidated financial position of the Partnership at December 31, 2007 and 2006, and the consolidated results of its operations and its cash flows for each of the three years in the period ended December 31, 2007, in conformity with U.S.
generally accepted accounting principles. Also, in our opinion, the related financial statement schedule, when considered in relation to the basic financial statements taken as a whole, presents fairly in all material respects the information set
forth therein.



|                  |  |                      
|----------------- |  | ---------------------
|                  |  | /s/ Ernst & Young LLP
|Chicago, Illinois |  |                      
|March 27, 2008    |  |                      



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ELDERTRUST OPERATING LIMITED PARTNERSHIP

CONSOLIDATED BALANCE SHEETS

As of December 31, 2007 and 2006

(In thousands)



|                                                                 |  |      |         |   |      |   |         |  
|---------------------------------------------------------------- |  | ---- | ------- | - | ---- | - | ------- | -
|                                                                 |  | 2007 |         |   | 2006 |  
|Assets                                                           |  |      |         |   |      |   |         |  
|Land                                                             |  | $    | 15,601  |   |      | $ | 15,601  |  
|Real estate investments, at cost                                 |  |      | 140,150 |   |      |   | 140,015 |  
|Less-accumulated depreciation                                    |  |      | (20,854 | ) |      |   | (15,495 | )
|                                                                 |  |      |         |   |      |   |         |  
|Net real estate investments                                      |  |      | 134,897 |   |      |   | 140,121 |  
|Cash and cash equivalents                                        |  |      |        |   |      |   | 336     |  
|Restricted cash                                                  |  |      | 7,536   |   |      |   | 6,543   |  
|Accounts receivable, net of allowance of $4 and $5, respectively |  |      | 2,095   |   |      |   | 1,861   |  
|Investment in affiliates                                         |  |      | 9,039   |   |      |   | 9,039   |  
|Other assets                                                     |  |      | 153     |   |      |   | 317     |  
|                                                                 |  |      |         |   |      |   |         |  
|Total assets                                                     |  | $    | 153,720 |   |      | $ | 158,217 |  
|                                                                 |  |      |         |   |      |   |         |  
|Liabilities and Partners Capital                                |  |      |         |   |      |   |         |  
|Liabilities:                                                     |  |      |         |   |      |   |         |  
|Debt                                                             |  | $    | 64,291  |   |      | $ | 65,799  |  
|Note payable to affiliate                                        |  |      | 7,500   |   |      |   | 7,500   |  
|Accrued interest                                                 |  |      | 416     |   |      |   | 525     |  
|Accrued distribution                                             |  |      |        |   |      |   | 23      |  
|Security deposits and escrows                                    |  |      | 2,662   |   |      |   | 2,570   |  
|Accounts payable and other accrued liabilities                   |  |      | 521     |   |      |   | 627     |  
|                                                                 |  |      |         |   |      |   |         |  
|Total liabilities                                                |  |      | 75,390  |   |      |   | 77,044  |  
|Commitments and contingencies                                    |  |      |         |   |      |   |         |  
|Partners capital                                                |  |      | 78,330  |   |      |   | 81,173  |  
|                                                                 |  |      |         |   |      |   |         |  
|Total liabilities and partners capital                          |  | $    | 153,720 |   |      | $ | 158,217 |  
|                                                                 |  |      |         |   |      |   |         |  

See accompanying notes.



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ELDERTRUST OPERATING LIMITED PARTNERSHIP

CONSOLIDATED STATEMENTS OF INCOME

For the Years Ended December 31, 2007, 2006 and 2005

(In thousands, except per unit amounts)



|                                                                         |  |      |        |      |   |        |  |   |       
|------------------------------------------------------------------------ |  | ---- | ------ | ---- | - | ------ |  | - | ------
|                                                                         |  | 2007 |        | 2006 |   | 2005  
|Revenues:                                                                |  |      |        |      |   |        |  |   |       
|Rental income                                                            |  | $    | 16,615 |      | $ | 16,510 |  | $ | 16,378
|Interest and other income                                                |  |      | 311    |      |   | 126    |  |   | 149   
|                                                                         |  |      |        |      |   |        |  |   |       
|Total revenues                                                           |  |      | 16,926 |      |   | 16,636 |  |   | 16,527
|Expenses:                                                                |  |      |        |      |   |        |  |   |       
|Interest                                                                 |  |      | 4,988  |      |   | 5,095  |  |   | 5,090 
|Depreciation and amortization                                            |  |      | 5,366  |      |   | 5,342  |  |   | 5,316 
|Property-level operating expenses                                        |  |      | 1,597  |      |   | 1,447  |  |   | 1,430 
|General, administrative and professional fees                            |  |      | 1,052  |      |   | 993    |  |   | 1,451 
|Intercompany interest                                                    |  |      | 600    |      |   | 600    |  |   | 600   
|                                                                         |  |      |        |      |   |        |  |   |       
|Total expenses                                                           |  |      | 13,603 |      |   | 13,477 |  |   | 13,887
|                                                                         |  |      |        |      |   |        |  |   |       
|Income before discontinued operations                                    |  |      | 3,323  |      |   | 3,159  |  |   | 2,640 
|Discontinued operations                                                  |  |      |       |      |   |       |  |   | 5,334 
|                                                                         |  |      |        |      |   |        |  |   |       
|Net income                                                               |  | $    | 3,323  |      | $ | 3,159  |  | $ | 7,974 
|                                                                         |  |      |        |      |   |        |  |   |       
|Net income allocated to Class A general partner                          |  | $    | 4      |      | $ | 3      |  | $ | 8     
|Net income allocated to Class A limited partners                         |  |      | 3,242  |      |   | 3,030  |  |   | 7,812 
|Net income allocated to Class C limited partner                          |  |      | 12     |      |   | 12     |  |   | 30    
|Net income allocated to Class D limited partners                         |  |      | 65     |      |   | 114    |  |   | 124   
|                                                                         |  |      |       
|Net income per Class A general partnership unit                          |  | $    | 0.40   |      | $ | 0.38   |  | $ | 1.00  
|Net income per Class A limited partnership unit                          |  |      | 0.40   |      |   | 0.38   |  |   | 0.97  
|Net income per Class C limited partnership unit                          |  |      | 0.40   |      |   | 0.38   |  |   | 0.97  
|Net income per Class D limited partnership unit                          |  |      | 0.19   |      |   | 0.33   |  |   | 0.36  
|                                                                         |  |      |       
|Weighted average number of Class A general partnership units outstanding |  |      | 8      |      |   | 8      |  |   | 8     
|Weighted average number of Class A limited partnership units outstanding |  |      | 8,041  |      |   | 8,041  |  |   | 8,041 
|Weighted average number of Class C limited partnership units outstanding |  |      | 31     |      |   | 31     |  |   | 31    
|Weighted average number of Class D limited partnership units outstanding |  |      | 345    |      |   | 345    |  |   | 101   

See accompanying notes.



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ELDERTRUST OPERATING LIMITED PARTNERSHIP

CONSOLIDATED STATEMENTS OF PARTNERS CAPITAL

For the Years Ended December 31, 2007, 2006 and 2005

(In thousands)



|                             |  |                                |  |                                |  |                                |  |                                |  |                       |    |   |                        |   |        |                       |  |   |                        |   |  |       |       |   |  |   |        |  
|---------------------------- |  | ------------------------------ |  | ------------------------------ |  | ------------------------------ |  | ------------------------------ |  | --------------------- | -- | - | ---------------------- | - | ------ | --------------------- |  | - | ---------------------- | - |  | ----- | ----- | - |  | - | ------ | -
|                             |  | Class AGeneralPartnershipUnits |  | Class ALimitedPartnershipUnits |  | Class CLimitedPartnershipUnits |  | Class DLimitedPartnershipUnits |  | Class AGeneralPartner |    |   | Class ALimitedPartners |   |        | Class CLimitedPartner |  |   | Class DLimitedPartners |   |  | Total |      
|Balance at January 1, 2005   |  | 8                              |  | 8,041                          |  | 31                             |  |                               |  | $                     | 74 |   |                        | $ | 74,500 |                       |  | $ | 413                    |   |  | $     |      |   |  | $ | 74,987 |  
|Partnership units issued     |  |                               |  |                               |  |                               |  | 345                            |  |                       |   |   |                        |   |       |                       |  |   |                       |   |  |       | 9,039 |   |  |   | 9,039  |  
|Net income                   |  |                               |  |                               |  |                               |  |                               |  |                       | 8  |   |                        |   | 7,812  |                       |  |   | 30                     |   |  |       | 124   |   |  |   | 7,974  |  
|Distributions                |  |                               |  |                               |  |                               |  |                               |  |                       | (8 | ) |                        |   | (8,009 | )                     |  |   | (23                    | ) |  |       | (124  | ) |  |   | (8,164 | )
|                             |  |                                |  |                                |  |                                |  |                                |  |                       |    |   |                        |   |        |                       |  |   |                        |   |  |       |       |   |  |   |        |  
|Balance at December 31, 2005 |  | 8                              |  | 8,041                          |  | 31                             |  | 345                            |  |                       | 74 |   |                        |   | 74,303 |                       |  |   | 420                    |   |  |       | 9,039 |   |  |   | 83,836 |  
|Net income                   |  |                               |  |                               |  |                               |  |                               |  |                       | 3  |   |                        |   | 3,030  |                       |  |   | 12                     |   |  |       | 114   |   |  |   | 3,159  |  
|Distributions                |  |                               |  |                               |  |                               |  |                               |  |                       | (6 | ) |                        |   | (5,680 | )                     |  |   | (22                    | ) |  |       | (114  | ) |  |   | (5,822 | )
|                             |  |                                |  |                                |  |                                |  |                                |  |                       |    |   |                        |   |        |                       |  |   |                        |   |  |       |       |   |  |   |        |  
|Balance at December 31, 2006 |  | 8                              |  | 8,041                          |  | 31                             |  | 345                            |  |                       | 71 |   |                        |   | 71,653 |                       |  |   | 410                    |   |  |       | 9,039 |   |  |   | 81,173 |  
|Net income                   |  |                               |  |                               |  |                               |  |                               |  |                       | 4  |   |                        |   | 3,242  |                       |  |   | 12                     |   |  |       | 65    |   |  |   | 3,323  |  
|Distributions                |  |                               |  |                               |  |                               |  |                               |  |                       | (6 | ) |                        |   | (6,064 | )                     |  |   | (31                    | ) |  |       | (65   | ) |  |   | (6,166 | )
|                             |  |                                |  |                                |  |                                |  |                                |  |                       |    |   |                        |   |        |                       |  |   |                        |   |  |       |       |   |  |   |        |  
|Balance at December 31, 2007 |  | 8                              |  | 8,041                          |  | 31                             |  | 345                            |  | $                     | 69 |   |                        | $ | 68,831 |                       |  | $ | 391                    |   |  | $     | 9,039 |   |  | $ | 78,330 |  
|                             |  |                                |  |                                |  |                                |  |                                |  |                       |    |   |                        |   |        |                       |  |   |                        |   |  |       |       |   |  |   |        |  

See accompanying notes.



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ELDERTRUST OPERATING LIMITED PARTNERSHIP

CONSOLIDATED STATEMENTS OF CASH FLOWS

For the Years Ended December 31, 2007, 2006 and 2005

(In thousands)



|                                                                                  |  |      |        |   |      |   |        |      |  |   |         |  
|--------------------------------------------------------------------------------- |  | ---- | ------ | - | ---- | - | ------ | ---- |  | - | ------- | -
|                                                                                  |  | 2007 |        |   | 2006 |   |        | 2005 | 
|Cash flows from operating activities:                                             |  |      |        |   |      |   |        |      |  |   |         |  
|Net income                                                                        |  | $    | 3,323  |   |      | $ | 3,159  |      |  | $ | 7,974   |  
|Adjustments to reconcile net income to net cash provided by operating activities: |  |      |        |   |      |   |        |      |  |   |         |  
|Depreciation (including amounts in discontinued operations) and amortization      |  |      | 5,366  |   |      |   | 5,342  |      |  |   | 5,461   |  
|Gain on sale of assets (including amounts in discontinued operations)             |  |      |       |   |      |   |       |      |  |   | (5,114  | )
|Straight-lining of rental income                                                  |  |      | (294   | ) |      |   | (474   | )    |  |   | (833    | )
|Changes in operating assets and liabilities:                                      |  |      |        |   |      |   |        |      |  |   |         |  
|(Increase) decrease in restricted cash                                            |  |      | (993   | ) |      |   | (927   | )    |  |   | 1,089   |  
|Decrease in accounts receivable and other assets                                  |  |      | 217    |   |      |   | 192    |      |  |   | 155     |  
|Increase in security deposits and escrows                                         |  |      | 92     |   |      |   |       |      |  |   |        |  
|(Decrease) increase in accounts payable and other accrued liabilities             |  |      | (215   | ) |      |   | 120    |      |  |   | (401    | )
|Other                                                                             |  |      |       |   |      |   | (31    | )    |  |   | (269    | )
|                                                                                  |  |      |        |   |      |   |        |      |  |   |         |  
|Net cash provided by operating activities                                         |  |      | 7,496  |   |      |   | 7,381  |      |  |   | 8,062   |  
|Cash flows from investing activities:                                             |  |      |        |   |      |   |        |      |  |   |         |  
|Net investment in real estate properties                                          |  |      | (135   | ) |      |   | (261   | )    |  |   | (25     | )
|Proceeds from real estate disposals                                               |  |      |       |   |      |   |       |      |  |   | 9,889   |  
|                                                                                  |  |      |        |   |      |   |        |      |  |   |         |  
|Net cash (used in) provided by investing activities                               |  |      | (135   | ) |      |   | (261   | )    |  |   | 9,864   |  
|Cash flows from financing activities:                                             |  |      |        |   |      |   |        |      |  |   |         |  
|Repayment of debt                                                                 |  |      | (1,508 | ) |      |   | (1,401 | )    |  |   | (10,533 | )
|Cash distribution to unitholders                                                  |  |      | (6,189 | ) |      |   | (5,822 | )    |  |   | (8,164  | )
|                                                                                  |  |      |        |   |      |   |        |      |  |   |         |  
|Net cash used in financing activities                                             |  |      | (7,697 | ) |      |   | (7,223 | )    |  |   | (18,697 | )
|                                                                                  |  |      |        |   |      |   |        |      |  |   |         |  
|Net decrease in cash and cash equivalents                                         |  |      | (336   | ) |      |   | (103   | )    |  |   | (771    | )
|Cash and cash equivalents at beginning of year                                    |  |      | 336    |   |      |   | 439    |      |  |   | 1,210   |  
|                                                                                  |  |      |        |   |      |   |        |      |  |   |         |  
|Cash and cash equivalents at end of year                                          |  | $    |       |   |      | $ | 336    |      |  | $ | 439     |  
|                                                                                  |  |      |        |   |      |   |        |      |  |   |         |  

See accompanying notes.



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Note 1Description of Partnership

ElderTrust Operating Limited Partnership (ETOP,
we, us, our or the Partnership) is a limited partnership organized under the laws of the state of Delaware. We invest in seniors housing and healthcare-related properties, primarily assisted and
independent living communities, skilled nursing facilities and medical and other office buildings. ElderTrust, a Maryland real estate investment trust (ElderTrust), is our sole general partner. On February 5, 2004, ElderTrust became
a wholly owned direct subsidiary of Ventas, Inc. (Ventas), a healthcare real estate investment trust based in Louisville, Kentucky, whose common stock is publicly traded on the New York Stock Exchange.

As of December 31, 2007, our real estate portfolio consisted of seventeen assets: nine seniors housing communities, five skilled nursing facilities,
two medical office buildings and a financial office building. These properties are located in three states and had an aggregate carrying value of $134.9 million as of December 31, 2007. With the exception of our office buildings, we lease
these properties to third-party healthcare providers, generally under triple-net or absolute-net leases, which require the tenants to pay all property-related expenses.

As of December 31, 2007, approximately 53.4% and 35.1% of our real estate properties, based on their original cost, were leased to or managed by
FC-GEN Acquisition, Inc., parent company of Genesis HealthCare Corporation (Genesis), and Benchmark Assisted Living, LLC (Benchmark), respectively. As a result of these relationships, our revenues and ability to meet our
obligations depend, in significant part, upon the ability of Genesis and Benchmark to meet their respective lease obligations. Any failure of Genesis or Benchmark to effectively continue its operations and/or to make lease payments to us could have
a material adverse effect on our operations and cash flows. See Note 6Concentration of Credit Risk.

Note 2Accounting Policies

Principles of Consolidation

The
accompanying Consolidated Financial Statements include the accounts of ElderTrust Operating Limited Partnership and all of its direct and indirect wholly owned subsidiaries. All intercompany accounts and transactions have been eliminated in
consolidation.

Accounting Estimates

The preparation of financial statements in accordance with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of
contingent assets and liabilities at the date of the financial statements and the reported amounts of rental revenues and expenses during the reporting period. Actual results could differ from those estimates.

Long-Lived Assets and Intangibles

Investments in
real estate assets are recorded at cost. We account for acquisitions using the purchase method. The cost of the properties acquired is allocated among tangible and recognized intangible assets and liabilities based upon estimated fair values in
accordance with the provisions of Statement of Financial Accounting Standards (SFAS) No. 141, Business Combinations. We estimate fair values of the components of assets and liabilities acquired as of the acquisition
date. Recognized intangibles, if any, include the value of acquired lease contracts, management agreements and related customer relationships.

Our method for determining fair value varies with the categorization of the asset or liability acquired. We estimate the fair value of buildings on an as-if-vacant basis, and depreciate the building value over the estimated remaining life
of the building. We determine the allocated value of other fixed assets based upon the replacement cost and depreciate such value over their estimated remaining useful lives. We determine the value of land either based on real estate tax assessed
values in relation to the total value of the asset or internal analyses of recently acquired and existing comparable properties within our portfolio. The fair value of in-place leases, if any, reflects (i) above and below market leases, if any,
determined by discounting the difference between the estimated current market rent and the in-place rentals, the resulting intangible asset or liability of which is amortized to revenue over the remaining life of the associated lease plus any fixed
rate renewal periods, if applicable, (ii) the estimated value of the cost to obtain tenants, including tenant allowances, tenant improvements and leasing commissions, which is amortized over the remaining life of the associated lease, and
(iii) an



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estimated value of the absorption period to reflect the value of the rents and recovery costs foregone during a reasonable lease-up period, as if the
acquired space was vacant, which is amortized over the remaining life of the associated lease. We also estimate the value of tenant or other customer relationships acquired by considering the nature and extent of existing business relationships with
the tenant, growth prospects for developing new business with the tenant, the tenants credit quality, expectations of lease renewals with the tenant, and the potential for significant, additional future leasing arrangements with the tenant. We
amortize such value, if any, over the expected term of the associated arrangements or leases, which would include the remaining lives of the related leases and any expected renewal periods. The fair value of long-term debt is calculated by
discounting the remaining contractual cash flows on each instrument at the current market rate for those borrowings. Discount rates are approximated based on the rate we estimate we would incur to replace each instrument on the date of acquisition.
Any fair value adjustments related to long-term debt are recognized as effective yield adjustments over the remaining term of the instrument.

Depreciation for buildings is recorded on a straight-line basis, using estimated useful lives determined to be 30 years.

Impairment of
Long-Lived Assets

We periodically evaluate our long-lived assets, primarily consisting of our investments in real estate, for
impairment indicators in accordance with SFAS No. 144 Accounting for the Impairment and Disposal of Long-Lived Assets. If indicators of impairment are present, we evaluate the carrying value of the related real estate investments in
relation to the future undiscounted cash flows of the underlying operations. We adjust the net book value of leased properties and other long-lived assets to fair value, if the sum of the expected future cash flows and sales proceeds is less than
book value. An impairment loss is recognized at the time we make any such determination. Future events could occur which would cause us to conclude that impairment indicators exist and an impairment loss is warranted. We did not record any
impairment charges for the years ended December 31, 2007, 2006 and 2005.

Cash Equivalents

Cash equivalents consist of highly liquid investments with a maturity date of three months or less when purchased. These investments are stated at cost,
which approximates fair value.

Restricted Cash

Restricted cash primarily consists of amounts held by us or our lenders to provide for future real estate tax and insurance expenditures and tenant improvements. Restricted cash also represents amounts committed for security deposits paid
to us by our tenants and cash restricted due to certain mortgage financing requirements on certain properties.

Fair Values of Financial Instruments

The following methods and assumptions were used in estimating fair value disclosures for financial instruments.



| |  |  | Cash and cash equivalents: The carrying amount of cash and cash equivalents reported in our Consolidated Balance Sheets approximates fair value because of the short
maturity of these instruments.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Debt: The fair values of borrowings under fixed rate agreements are estimated by discounting the future cash flows using current interest rates at which we could
obtain similar borrowings.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Revenue Recognition

Certain of our leases provide for periodic and determinable increases in base rent. Base rental revenues under these leases are recognized on a straight-line basis over the term of the applicable lease. Income on our
straight-line revenue is recognized when collectibility is reasonably assured. In the event we determine that collectibility of straight-line revenue is not reasonably assured, we establish an allowance for estimated losses. Recognizing rental
income on a straight-line basis results in recognized revenue exceeding cash amounts contractually due from our tenants during the first half of the term for leases that have straight-line treatment. The cumulative excess represents the majority of
our accounts receivable balance on our Consolidated Balance Sheets.

Certain of our other leases provide for an annual increase in rental
payments only if certain revenue parameters or other contingencies are met. We recognize the increased rental revenue under these leases only if the revenue parameters or other contingencies are met rather than on a straight-line basis over the term
of the applicable lease. We recognize income



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from rent, lease termination fees and other income once all of the following criteria are met in accordance with Securities and Exchange Commission (the
Commission) Staff Accounting Bulletin 104: (i) the agreement has been fully executed and delivered; (ii) services have been rendered; (iii) the amount is fixed or determinable; and (iv) collectibility is reasonably
assured.

Gain on Sale of Assets

We
recognize sales of assets only upon the closing of the transaction with the purchaser. Payments received from purchasers prior to closing are recorded as deposits and classified as other assets on our Consolidated Balance Sheets. Gains on assets
sold are recognized using the full accrual method upon closing when the collectibility of the sales price is reasonably assured, we are not obligated to perform significant activities after the sale to earn the profit, we have received adequate
initial investment from the buyer, and other profit recognition criteria have been satisfied. Gains may be deferred in whole or in part until the sales satisfy the requirements of gain recognition on sales of real estate under SFAS No. 66,
Accounting for Sales of Real Estate.

Income Taxes

We are not subject to federal or state income taxes. The taxable income or loss is passed through to the holders of partnership interests for inclusion on their applicable income tax returns.

Discontinued Operations

The results of operations
and gain or loss on real estate assets sold or held for sale are reflected in our Consolidated Statements of Income as discontinued operations for all periods presented.

Segment Reporting

We operate through one reportable segment, investment in real estate. Our primary
business consists of financing and owning seniors housing and healthcare-related properties and leasing those properties to third parties, primarily Genesis and Benchmark. See Note 6Concentration of Credit Risk. Substantially all
of our leases are triple-net leases, which require the tenants to pay all property-related expenses. With the exception of our office buildings for which we engage third-party managers, we do not operate our properties nor do we allocate capital to
maintain our properties. Substantially all depreciation and interest expense reflected in the Consolidated Statements of Income relates to our investment in real estate.

Recently Issued Accounting Standards

In June 2006, the Financial Accounting Standards Board
(FASB) issued Interpretation No. 48, Accounting for Uncertainty in Income Taxes (FIN 48). FIN 48 clarifies the accounting for income taxes when it is uncertain how an income or expense item should be treated
on an income tax return. FIN 48 describes when and in what amount an uncertain tax item should be recorded in the financial statements and provides guidance on recording interest and penalties and accounting and reporting for income taxes in interim
periods. We adopted FIN 48 on January 1, 2007. The adoption did not have a material impact on our Consolidated Financial Statements.

In September 2006, the FASB issued SFAS No. 157, Fair Value Measurements. This statement defines fair value and provides guidance for measuring fair value and the necessary disclosures. SFAS No. 157 does not require
any new fair value measurements, but rather applies to all other accounting pronouncements that require or permit fair value measurements. We adopted SFAS No. 157 on January 1, 2008. The adoption did not have a material impact on our
Consolidated Financial Statements.

In December 2007, the FASB issued SFAS No. 141(R), Business Combinations. SFAS
No. 141(R) requires the acquiring entity in a business combination to measure the assets acquired, liabilities assumed (including contingencies) and any noncontrolling interests at their fair values on the acquisition date. The statement also
requires that acquisition-related transaction costs be expensed as incurred and acquired research and development value be capitalized. In addition, acquisition-related restructuring costs are to be capitalized only if they meet certain criteria.
SFAS No. 141(R) will be effective for us beginning on January 1, 2009. Early adoption is prohibited.



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In December 2007, the FASB also issued SFAS No. 160, Noncontrolling Interests in Consolidated
Financial Statements, an amendment of Accounting Research Bulletin No. 51. SFAS No. 160 requires the classification of noncontrolling interests (formerly, minority interests) as a component of consolidated equity. In addition, net
income will include the total income of all consolidated subsidiaries with the attribution of earnings and other comprehensive income between controlling and noncontrolling interests reported as a separate disclosure on the face of the consolidated
income statement. The calculation of earnings per share will continue to be based on income amounts attributable to the parent. SFAS No. 160 also addresses accounting and reporting for a change in control of a subsidiary. SFAS No. 160 will
be effective for us beginning on January 1, 2009. Early adoption is prohibited. This statement is required to be adopted prospectively, except for the presentation and disclosure requirements, which are required to be adopted retrospectively.

Reclassifications

Certain prior year
amounts have been reclassified to conform to the current year presentation.

Allocation of Net Income and Cash Distributions

The allocation of net income for the Class A general and limited partnership units and the Class C limited partnership units is based on each
units pro rata share in proportion to its respective percentage interest as of the last day of the period for which such allocation is being made. The allocation of net income for the Class D limited partnership units is equal to the
distributions on those units during the period for which such allocation is being made.

Distributions to the Class C and Class D limited
partners are based on the dividends paid on Ventass outstanding common stock. The distribution amount for each Class C limited partnership unit is computed by multiplying a Conversion Factor (as defined in our Second Amended and Restated
Agreement of Limited Partnership, as amended) by the dividend rate on Ventass common stock. The distribution amount for each Class D limited partnership unit is equal to the dividend rate on Ventass common stock. Distributions to
the Class A limited and general partners are allocated on a pro rata basis in accordance with each partners respective percentage interest on the distribution date.

Note 3Discontinued Operations

We did not make any dispositions during the years ended
December 31, 2007 or 2006. In 2005, we completed the sale of one seniors housing community for approximately $9.9 million in net cash proceeds and recognized a net gain on sale of approximately $5.1 million. In addition, the tenant paid us a
lease termination fee of approximately $0.2 million.

Set forth below is a summary of the results of operations of the facility sold during
the year ended December 31, 2005:



|                                                 |  |                |      
|------------------------------------------------ |  | -------------- | -----
|                                                 |  | 2005          
|                                                 |  | (In thousands)
|Revenues:                                        |  |                |      
|Rental income                                    |  | $              | 837  
|Interest and other income                        |  |                | 165  
|                                                 |  |                |      
|                                                 |  |                | 1,002
|Expenses:                                        |  |                |      
|Interest                                         |  |                | 628  
|Depreciation and amortization                    |  |                | 154  
|                                                 |  |                |      
|                                                 |  |                | 782  
|                                                 |  |                |      
|Income before gain on sale of real estate assets |  |                | 220  
|Gain on sale of real estate assets               |  |                | 5,114
|                                                 |  |                |      
|Discontinued operations                          |  | $              | 5,334
|                                                 |  |                |      



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Note 4Real Estate Investments

As of December 31, 2007, we owned 17 real estate properties located in three states. The properties include nine seniors housing communities with a total of 879 beds (unaudited), five skilled nursing facilities
with a total of 781 beds (unaudited) and three office buildings.

At December 31, 2007, future minimum lease payments were as follows
(in thousands):



|           |  |   |       
|---------- |  | - | ------
|2008       |  | $ | 16,225
|2009       |  |   | 13,198
|2010       |  |   | 12,542
|2011       |  |   | 12,524
|2012       |  |   | 11,516
|Thereafter |  |   | 12,821
|           |  |   |       
|Total      |  | $ | 78,826
|           |  |   |       

Note 5Investment in Affiliates

In June, 2005, Ventas acquired all of the outstanding common shares of Provident Senior Living Trust (together with its subsidiaries,
Provident) in a transaction valued at $1.2 billion. Provident conducted all of its business through its operating partnership, PSLT OP, L.P. (PSLT OP). At the same time, we acquired all of the limited partnership units in
PSLT OP that were not owned by Provident. Each unit in PSLT OP was exchanged for 0.8022 Class D limited partnership units, resulting in the issuance of an aggregate of 345,147 Class D limited partnership units, representing 4.1% of our equity
interests. The Class D limited partnership units were redeemable on a one-for-one basis (subject to adjustment upon the occurrence of certain events) for shares of Ventas common stock. As of December 31, 2007, all Class D limited partnership
units had been redeemed for shares of Ventas common stock. Our ownership of PSLT OP is accounted for under the cost method of accounting. We invested $9.0 million in PSLT OP, which is recorded as investment in affiliates in the Consolidated Balance
Sheets as of December 31, 2007 and 2006.

Note 6Concentration of Credit Risk

Our consolidated revenues are based primarily on the revenues derived from Genesis and Benchmark. Revenues from continuing operations recorded by us under
leases with Genesis were approximately $8.3 million, $8.3 million and $8.2 million for the years ended December 31, 2007, 2006 and 2005, respectively. Revenues from Benchmark were approximately $5.1 million for each of the years ended
December 31, 2007, 2006 and 2005.

Prior to July 13, 2007, Genesis was subject to the reporting requirements of the Commission
and was required to file with the Commission annual reports containing audited financial information and quarterly reports containing unaudited interim financial information. On July 13, 2007, Genesis was acquired by a third party. As a result,
Genesis is being operated as a privately held company and is no longer subject to the reporting requirements of the Commission. The information related to Genesis contained or referred to in this Annual Report on Form 10-K has been provided to us by
Genesis. We have not verified this information either through an independent investigation or otherwise. We have no reason to believe that this information is inaccurate in any material respect, but we cannot assure you that all of this information
is accurate. Genesiss prior filings with the Commission can be found at the Commissions website at www.sec.gov. We are providing this data for informational purposes only, and you are encouraged to obtain Genesiss publicly
available filings from the Commission.



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Note 7Debt

The following is a summary of debt at December 31, 2007 and 2006, with the net book value (NBV) of the assets mortgaged for the applicable properties:



|                                  |  |                            |   |  |              |  |                            |        |                            |   |                                   |  |   |       
|--------------------------------- |  | -------------------------- | - |  | ------------ |  | -------------------------- | ------ | -------------------------- | - | --------------------------------- |  | - | ------
|                                  |  | EffectiveInterest Rate (b) |   |  | MaturityDate |  | Balance atDecember 31,2007 |        | Balance atDecember 31,2006 |   | NBV ofProperty atDecember 31,2007
|Property                          |  | (In thousands)            
|Belvedere NRC/Chapel NRC(a)       |  | 8.46                       | % |  | 10/2009      |  | $                          | 16,638 |                            | $ | 17,020                            |  | $ | 20,349
|Cabot Park(a)                     |  | 6.25                       | % |  | 01/2037      |  |                            | 11,402 |                            |   | 11,537                            |  |   | 14,523
|Cleveland Circle(a)               |  | 6.15                       | % |  | 10/2025      |  |                            | 9,368  |                            |   | 9,648                             |  |   | 11,348
|DCMH Medical Office Building(a)   |  | 8.35                       | % |  | 11/2009      |  |                            | 5,139  |                            |   | 5,258                             |  |   | 9,146 
|Heritage at North Andover(a)      |  | 8.26                       | % |  | 10/2009      |  |                            | 7,657  |                            |   | 7,838                             |  |   | 12,019
|Lacey Branch Office Building      |  | 8.50                       | % |  | 10/2022      |  |                            | 400    |                            |   | 413                               |  |   | 590   
|Professional Office Building I(a) |  | 8.35                       | % |  | 11/2009      |  |                            | 2,265  |                            |   | 2,318                             |  |   | 5,429 
|Vernon Court(a)                   |  | 6.35                       | % |  | 05/2025      |  |                            | 11,422 |                            |   | 11,767                            |  |   | 10,159
|                                  |  |                            |   |  |              |  |                            |        |                            |   |                                   |  |   |       
|Total                             |  |                            |   |  |              |  | $                          | 64,291 |                            | $ | 65,799                            |  | $ | 83,563
|                                  |  |                            |   |  |              |  |                            |        |                            |   |                                   |  |   |       



|(a) | The repayment of principal and interest on these loans is
non-recourse to us.
|--- | -----------------------------------------------------------------------------

|(b) | The stated interest rates on these mortgages are higher than the
effective interest rates because the loans were adjusted to market rates upon the acquisition of ElderTrust by Ventas.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Our weighted average effective interest rate on mortgages and bonds payable was 7.32% at December 31, 2007 and 2006.

Scheduled principal payments and bond sinking fund requirements are as follows (in thousands):



|           |  |   |       
|---------- |  | - | ------
|2008       |  | $ | 1,616 
|2009       |  |   | 31,784
|2010       |  |   | 934   
|2011       |  |   | 994   
|2012       |  |   | 1,059 
|Thereafter |  |   | 27,904
|           |  |   |       
|Total      |  | $ | 64,291
|           |  |   |       

Note 8Note Payable to Affiliate

In April 2004, we entered into a promissory note in the amount of $7.5 million with Ventas Realty, Limited Partnership (Ventas Realty), a
wholly owned subsidiary of Ventas. Under the terms of the note, we pay interest quarterly at an annual rate of 8.0%. The note has a maturity date of December 31, 2013, at which time a principal balloon payment equal to the full amount of the
note is due. As of December 31, 2007, the note had an outstanding balance of $7.5 million. There was no accrued interest related to this note as of December 31, 2007.



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Note 9Fair Values of Financial Instruments

The carrying amount of cash and cash equivalents, restricted cash and accounts receivable approximates fair value based on the short-term nature of these
investments. The carrying amount of our variable rate mortgage payable at December 31, 2007 approximates fair value because the borrowings are at variable interest rates.

The fair value of our fixed rate debt at December 31, 2007 and 2006 was $73.0 million and $76.4 million, respectively.

Fair value estimates are subjective in nature and depend on a number of important assumptions, including estimates of future cash flows, risks, discount
rates and relevant comparable market information associated with each financial instrument. The use of different market assumptions and estimation methodologies may have a material effect on the reported estimated fair value amounts. Accordingly,
the estimates presented above are not necessarily indicative of the amounts we would realize in a current market exchange.

Note
10Quarterly Financial Information (Unaudited)

Summarized unaudited consolidated quarterly information for the years ended
December 31, 2007 and 2006 is provided below.



|                                                 |  |                                      |       |               |   |              |  |               |       |  |   |      
|------------------------------------------------ |  | ------------------------------------ | ----- | ------------- | - | ------------ |  | ------------- | ----- |  | - | -----
|                                                 |  | For the Year Ended December 31, 2007
|                                                 |  | FirstQuarter                         |       | SecondQuarter |   | ThirdQuarter |  | FourthQuarter
|Revenues                                         |  | $                                    | 4,185 |               | $ | 4,177        |  | $             | 4,360 |  | $ | 4,204
|Net income                                       |  |                                      | 828   |               |   | 736          |  |               | 882   |  |   | 877  
|                                                 |  |                                      |       |              
|Net income allocated to Class A general partner  |  | $                                    | 1     |               | $ | 1            |  | $             | 1     |  | $ | 1    
|Net income allocated to Class A limited partners |  |                                      | 808   |               |   | 716          |  |               | 861   |  |   | 857  
|Net income allocated to Class C limited partner  |  |                                      | 3     |               |   | 3            |  |               | 3     |  |   | 3    
|Net income allocated to Class D limited partners |  |                                      | 16    |               |   | 17           |  |               | 17    |  |   | 15   
|                                                 |  |                                      |       |              
|Net income per Class A general partnership unit  |  | $                                    | 0.10  |               | $ | 0.09         |  | $             | 0.11  |  | $ | 0.11 
|Net income per Class A limited partnership unit  |  |                                      | 0.10  |               |   | 0.09         |  |               | 0.11  |  |   | 0.11 
|Net income per Class C limited partnership unit  |  |                                      | 0.10  |               |   | 0.09         |  |               | 0.11  |  |   | 0.11 
|Net income per Class D limited partnership unit  |  |                                      | 0.05  |               |   | 0.05         |  |               | 0.05  |  |   | 0.04 

Certain previously reported quarterly net income allocations to specific partners and related per unit amounts
have been reclassified to conform to year to date net income allocations.



|                                                 |  |                                      |       |               |   |              |  |               |       |  |   |      
|------------------------------------------------ |  | ------------------------------------ | ----- | ------------- | - | ------------ |  | ------------- | ----- |  | - | -----
|                                                 |  | For the Year Ended December 31, 2006
|                                                 |  | FirstQuarter                         |       | SecondQuarter |   | ThirdQuarter |  | FourthQuarter
|Revenues                                         |  | $                                    | 4,143 |               | $ | 4,145        |  | $             | 4,163 |  | $ | 4,185
|Net income                                       |  |                                      | 761   |               |   | 782          |  |               | 782   |  |   | 834  
|                                                 |  |                                      |       |              
|Net income allocated to Class A general partner  |  | $                                    | 1     |               | $ | 1            |  | $             | 1     |  | $ |     
|Net income allocated to Class A limited partners |  |                                      | 726   |               |   | 746          |  |               | 746   |  |   | 812  
|Net income allocated to Class C limited partner  |  |                                      | 3     |               |   | 3            |  |               | 3     |  |   | 3    
|Net income allocated to Class D limited partners |  |                                      | 31    |               |   | 32           |  |               | 32    |  |   | 19   
|                                                 |  |                                      |       |              
|Net income per Class A general partnership unit  |  | $                                    | 0.13  |               | $ | 0.13         |  | $             | 0.13  |  | $ |     
|Net income per Class A limited partnership unit  |  |                                      | 0.09  |               |   | 0.09         |  |               | 0.09  |  |   | 0.11 
|Net income per Class C limited partnership unit  |  |                                      | 0.10  |               |   | 0.10         |  |               | 0.10  |  |   | 0.08 
|Net income per Class D limited partnership unit  |  |                                      | 0.09  |               |   | 0.09         |  |               | 0.09  |  |   | 0.06 



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Note 11Related Party Transactions

In accordance with our Second Amended and Restated Agreement of Limited Partnership, as amended, Ventas uses an allocation method for its general,
administrative and professional fees and charges these fees to us on a quarterly basis. This allocation method is based on our rental income in relation to the consolidated rental income of Ventas. We also incur other direct expenses,
which are expensed at the time incurred. Approximately 95.2%, 95.0% and 91.4% of our consolidated general, administrative and professional fees for the years ended December 31, 2007, 2006 and 2005, respectively, related to this allocation.

Note 12Partnership Units

Ventas, directly or indirectly through ElderTrust, owned 8,393,708 units, or approximately 99.6% of our total outstanding partnership units, at December 31, 2007. The remaining ownership interest was held by a third party.

Subject to certain limitations in our Second Amended and Restated Agreement of Limited Partnership, as amended, the Class C limited partner has the
right to require the redemption of its units at any time at a price per unit equal to 51.10% of the value of a share of Ventas common stock on the date of redemption. However, in lieu of such redemption, ElderTrust has the right to elect to acquire
the units directly from the limited partner, in exchange for cash or its common shares.

Note 13Supplemental Non-Cash Information

Supplemental non-cash information is as follows:



|                                                                                                            |  |                                 |       |                |   |       |  |   |        |  
|----------------------------------------------------------------------------------------------------------- |  | ------------------------------- | ----- | -------------- | - | ----- |  | - | ------ | -
|                                                                                                            |  | For the Year Ended December 31, |      
|                                                                                                            |  | 2007                            |       | 2006           |   | 2005  | 
|                                                                                                            |  |                                 |       | (In thousands) |   |       | 
|Non-cash investing and financing activities:                                                                |  |                                 |       |                |   |       |  |   |        |  
|Assets and liabilities consolidated or disposed of as a result of the acquisition or disposition of assets: |  |                                 |       |                |   |       |  |   |        |  
|Real estate assets                                                                                          |  | $                               |      |                | $ |      |  | $ | (5,115 | )
|Other assets                                                                                                |  |                                 |      |                |   |      |  |   | 340    |  
|Cash paid for interest                                                                                      |  |                                 | 5,698 |                |   | 5,604 |  |   | 5,986  |  

Note 14Condensed Consolidating Information

We and certain of our direct and indirect wholly owned subsidiaries (the ETOP Subsidiary
Guarantors) have provided full and unconditional guarantees, on a joint and several basis with Ventas and certain of Ventass direct and indirect wholly owned subsidiaries, of the obligation to pay principal and interest with respect to
Ventass 37/8% Convertible Senior Notes due 2011 and 83/4% Senior Notes due 2009, 63/4% Senior Notes due 2010, 9% Senior Notes due
2012, 65/8% Senior Notes due 2014, 71/8% Senior Notes due 2015, 61/2% Senior Notes due 2016 and 63/4% Senior Notes due 2017 issued by Ventas Realty and Ventas Capital Corporation, wholly owned subsidiaries of Ventas (collectively,
the Senior Notes). The total aggregate principal amount of Senior Notes outstanding as of December 31, 2007 was $1.5 billion. Certain of our other subsidiaries (the ETOP Non-Guarantor Subsidiaries) have not provided the
guarantee of the Senior Notes and therefore are not directly obligated with respect to the Senior Notes.

Contractual and legal restrictions, including those contained in the instruments governing certain of the ETOP Non-Guarantor Subsidiaries outstanding indebtedness, may, under certain circumstances restrict our
ability to obtain cash from the ETOP Non-Guarantor Subsidiaries for the purpose of satisfying our debt service obligations, including our guarantee of payment of principal and interest on the Senior Notes. Certain of the ETOP Subsidiary
Guarantors properties are subject to mortgages.



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CONDENSED CONSOLIDATING BALANCE SHEET

As of December 31, 2007



|                                               |  |                                  |        |                               |   |                         |  |              |   |  |   |        
|---------------------------------------------- |  | -------------------------------- | ------ | ----------------------------- | - | ----------------------- |  | ------------ | - |  | - | -------
|                                               |  | ETOP andETOPSubsidiaryGuarantors |        | ETOPNon-GuarantorSubsidiaries |   | ConsolidatedElimination |  | Consolidated
|                                               |  | (In thousands)                  
|Assets                                         |  |                                  |        |                               |   |                         |  |              |   |  |   |        
|Net real estate investments                    |  | $                                | 51,923 |                               | $ | 82,974                  |  | $            |  |  | $ | 134,897
|Cash and cash equivalents                      |  |                                  |       |                               |   |                        |  |              |  |  |   |       
|Restricted cash                                |  |                                  |       |                               |   | 7,536                   |  |              |  |  |   | 7,536  
|Investment in and advances to affiliates       |  |                                  | 9,039  |                               |   |                        |  |              |  |  |   | 9,039  
|Other                                          |  |                                  | 714    |                               |   | 1,534                   |  |              |  |  |   | 2,248  
|                                               |  |                                  |        |                               |   |                         |  |              |   |  |   |        
|Total assets                                   |  | $                                | 61,676 |                               | $ | 92,044                  |  | $            |  |  | $ | 153,720
|                                               |  |                                  |        |                               |   |                         |  |              |   |  |   |        
|Liabilities and Partners Capital              |  |                                  |        |                               |   |                         |  |              |   |  |   |        
|Liabilities:                                   |  |                                  |        |                               |   |                         |  |              |   |  |   |        
|Debt                                           |  | $                                | 400    |                               | $ | 63,891                  |  | $            |  |  | $ | 64,291 
|Note payable to affiliate                      |  |                                  | 7,500  |                               |   |                        |  |              |  |  |   | 7,500  
|Accrued interest                               |  |                                  | 3      |                               |   | 413                     |  |              |  |  |   | 416    
|Accounts payable and other accrued liabilities |  |                                  | 112    |                               |   | 3,071                   |  |              |  |  |   | 3,183  
|                                               |  |                                  |        |                               |   |                         |  |              |   |  |   |        
|Total liabilities                              |  |                                  | 8,015  |                               |   | 67,375                  |  |              |  |  |   | 75,390 
|Partners capital                              |  |                                  | 53,661 |                               |   | 24,669                  |  |              |  |  |   | 78,330 
|                                               |  |                                  |        |                               |   |                         |  |              |   |  |   |        
|Total liabilities and partners capital        |  | $                                | 61,676 |                               | $ | 92,044                  |  | $            |  |  | $ | 153,720
|                                               |  |                                  |        |                               |   |                         |  |              |   |  |   |        

CONDENSED CONSOLIDATING BALANCE SHEET

As of December 31, 2006



|                                               |  |                                  |        |                               |   |                         |  |              |   |  |   |        
|---------------------------------------------- |  | -------------------------------- | ------ | ----------------------------- | - | ----------------------- |  | ------------ | - |  | - | -------
|                                               |  | ETOP andETOPSubsidiaryGuarantors |        | ETOPNon-GuarantorSubsidiaries |   | ConsolidatedElimination |  | Consolidated
|                                               |  | (In thousands)                  
|Assets                                         |  |                                  |        |                               |   |                         |  |              |   |  |   |        
|Net real estate investments                    |  | $                                | 54,062 |                               | $ | 86,059                  |  | $            |  |  | $ | 140,121
|Cash and cash equivalents                      |  |                                  |       |                               |   | 336                     |  |              |  |  |   | 336    
|Restricted cash                                |  |                                  |       |                               |   | 6,543                   |  |              |  |  |   | 6,543  
|Investment in and advances to affiliates       |  |                                  | 9,039  |                               |   |                        |  |              |  |  |   | 9,039  
|Other                                          |  |                                  | 652    |                               |   | 1,526                   |  |              |  |  |   | 2,178  
|                                               |  |                                  |        |                               |   |                         |  |              |   |  |   |        
|Total assets                                   |  | $                                | 63,753 |                               | $ | 94,464                  |  | $            |  |  | $ | 158,217
|                                               |  |                                  |        |                               |   |                         |  |              |   |  |   |        
|Liabilities and Partners Capital              |  |                                  |        |                               |   |                         |  |              |   |  |   |        
|Liabilities:                                   |  |                                  |        |                               |   |                         |  |              |   |  |   |        
|Debt                                           |  | $                                | 413    |                               | $ | 65,386                  |  | $            |  |  | $ | 65,799 
|Note payable to affiliate                      |  |                                  | 7,500  |                               |   |                        |  |              |  |  |   | 7,500  
|Accrued dividend                               |  |                                  | 23     |                               |   |                        |  |              |  |  |   | 23     
|Accrued interest                               |  |                                  | 103    |                               |   | 422                     |  |              |  |  |   | 525    
|Accounts payable and other accrued liabilities |  |                                  | 103    |                               |   | 3,094                   |  |              |  |  |   | 3,197  
|                                               |  |                                  |        |                               |   |                         |  |              |   |  |   |        
|Total liabilities                              |  |                                  | 8,142  |                               |   | 68,902                  |  |              |  |  |   | 77,044 
|Partners capital                              |  |                                  | 55,611 |                               |   | 25,562                  |  |              |  |  |   | 81,173 
|                                               |  |                                  |        |                               |   |                         |  |              |   |  |   |        
|Total liabilities and partners capital        |  | $                                | 63,753 |                               | $ | 94,464                  |  | $            |  |  | $ | 158,217
|                                               |  |                                  |        |                               |   |                         |  |              |   |  |   |        



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CONDENSED CONSOLIDATING STATEMENT OF INCOME

For the year ended December 31, 2007



|                                              |  |                                  |       |   |                               |   |        |                         |  |              |     |  |   |       
|--------------------------------------------- |  | -------------------------------- | ----- | - | ----------------------------- | - | ------ | ----------------------- |  | ------------ | --- |  | - | ------
|                                              |  | ETOP andETOPSubsidiaryGuarantors |       |   | ETOPNon-GuarantorSubsidiaries |   |        | ConsolidatedElimination |  | Consolidated
|                                              |  | (In thousands)                  
|Revenues:                                     |  |                                  |       |   |                               |   |        |                         |  |              |     |  |   |       
|Rental income                                 |  | $                                | 5,754 |   |                               | $ | 10,861 |                         |  | $            |    |  | $ | 16,615
|Interest and other income                     |  |                                  | 153   |   |                               |   | 158    |                         |  |              |    |  |   | 311   
|Equity loss in affiliates                     |  |                                  | (227  | ) |                               |   |       |                         |  |              | 227 |  |   |      
|                                              |  |                                  |       |   |                               |   |        |                         |  |              |     |  |   |       
|Total revenues                                |  |                                  | 5,680 |   |                               |   | 11,019 |                         |  |              | 227 |  |   | 16,926
|Expenses:                                     |  |                                  |       |   |                               |   |        |                         |  |              |     |  |   |       
|Interest                                      |  |                                  | 36    |   |                               |   | 4,952  |                         |  |              |    |  |   | 4,988 
|Depreciation and amortization                 |  |                                  | 2,145 |   |                               |   | 3,221  |                         |  |              |    |  |   | 5,366 
|Property-level operating expenses             |  |                                  |      |   |                               |   | 1,597  |                         |  |              |    |  |   | 1,597 
|General, administrative and professional fees |  |                                  | 409   |   |                               |   | 643    |                         |  |              |    |  |   | 1,052 
|Intercompany interest                         |  |                                  | (233  | ) |                               |   | 833    |                         |  |              |    |  |   | 600   
|                                              |  |                                  |       |   |                               |   |        |                         |  |              |     |  |   |       
|Total expenses                                |  |                                  | 2,357 |   |                               |   | 11,246 |                         |  |              |    |  |   | 13,603
|                                              |  |                                  |       |   |                               |   |        |                         |  |              |     |  |   |       
|Net income (loss)                             |  | $                                | 3,323 |   |                               | $ | (227   | )                       |  | $            | 227 |  | $ | 3,323 
|                                              |  |                                  |       |   |                               |   |        |                         |  |              |     |  |   |       

CONDENSED CONSOLIDATING STATEMENT OF INCOME

For the year ended December 31, 2006



|                                              |  |                                  |       |   |                               |   |        |                         |  |              |    |  |   |       
|--------------------------------------------- |  | -------------------------------- | ----- | - | ----------------------------- | - | ------ | ----------------------- |  | ------------ | -- |  | - | ------
|                                              |  | ETOP andETOPSubsidiaryGuarantors |       |   | ETOPNon-GuarantorSubsidiaries |   |        | ConsolidatedElimination |  | Consolidated
|                                              |  | (In thousands)                  
|Revenues:                                     |  |                                  |       |   |                               |   |        |                         |  |              |    |  |   |       
|Rental income                                 |  | $                                | 5,722 |   |                               | $ | 10,788 |                         |  | $            |   |  | $ | 16,510
|Interest and other income                     |  |                                  |      |   |                               |   | 126    |                         |  |              |   |  |   | 126   
|Equity loss in affiliates                     |  |                                  | (97   | ) |                               |   |       |                         |  |              | 97 |  |   |      
|                                              |  |                                  |       |   |                               |   |        |                         |  |              |    |  |   |       
|Total revenues                                |  |                                  | 5,625 |   |                               |   | 10,914 |                         |  |              | 97 |  |   | 16,636
|Expenses:                                     |  |                                  |       |   |                               |   |        |                         |  |              |    |  |   |       
|Interest                                      |  |                                  | 35    |   |                               |   | 5,060  |                         |  |              |   |  |   | 5,095 
|Depreciation and amortization                 |  |                                  | 2,148 |   |                               |   | 3,194  |                         |  |              |   |  |   | 5,342 
|Property-level operating expenses             |  |                                  |      |   |                               |   | 1,447  |                         |  |              |   |  |   | 1,447 
|General, administrative and professional fees |  |                                  | 398   |   |                               |   | 595    |                         |  |              |   |  |   | 993   
|Intercompany interest                         |  |                                  | (115  | ) |                               |   | 715    |                         |  |              |   |  |   | 600   
|                                              |  |                                  |       |   |                               |   |        |                         |  |              |    |  |   |       
|Total expenses                                |  |                                  | 2,466 |   |                               |   | 11,011 |                         |  |              |   |  |   | 13,477
|                                              |  |                                  |       |   |                               |   |        |                         |  |              |    |  |   |       
|Net income (loss)                             |  | $                                | 3,159 |   |                               | $ | (97    | )                       |  | $            | 97 |  | $ | 3,159 
|                                              |  |                                  |       |   |                               |   |        |                         |  |              |    |  |   |       



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CONDENSED CONSOLIDATING STATEMENT OF INCOME

For the year ended December 31, 2005



|                                              |  |                                  |       |   |                               |   |        |                         |  |              |     |  |   |       
|--------------------------------------------- |  | -------------------------------- | ----- | - | ----------------------------- | - | ------ | ----------------------- |  | ------------ | --- |  | - | ------
|                                              |  | ETOP andETOPSubsidiaryGuarantors |       |   | ETOPNon-GuarantorSubsidiaries |   |        | ConsolidatedElimination |  | Consolidated
|                                              |  | (In thousands)                  
|Revenues:                                     |  |                                  |       |   |                               |   |        |                         |  |              |     |  |   |       
|Rental income                                 |  | $                                | 5,683 |   |                               | $ | 10,695 |                         |  | $            |    |  | $ | 16,378
|Interest and other income                     |  |                                  | 93    |   |                               |   | 56     |                         |  |              |    |  |   | 149   
|Equity loss in affiliates                     |  |                                  | (376  | ) |                               |   |       |                         |  |              | 376 |  |   |      
|                                              |  |                                  |       |   |                               |   |        |                         |  |              |     |  |   |       
|Total revenues                                |  |                                  | 5,400 |   |                               |   | 10,751 |                         |  |              | 376 |  |   | 16,527
|Expenses:                                     |  |                                  |       |   |                               |   |        |                         |  |              |     |  |   |       
|Interest                                      |  |                                  | 36    |   |                               |   | 5,054  |                         |  |              |    |  |   | 5,090 
|Depreciation and amortization                 |  |                                  | 2,149 |   |                               |   | 3,167  |                         |  |              |    |  |   | 5,316 
|Property-level operating expenses             |  |                                  |      |   |                               |   | 1,430  |                         |  |              |    |  |   | 1,430 
|General, administrative and professional fees |  |                                  | 600   |   |                               |   | 851    |                         |  |              |    |  |   | 1,451 
|Intercompany interest                         |  |                                  | (25   | ) |                               |   | 625    |                         |  |              |    |  |   | 600   
|                                              |  |                                  |       |   |                               |   |        |                         |  |              |     |  |   |       
|Total expenses                                |  |                                  | 2,760 |   |                               |   | 11,127 |                         |  |              |    |  |   | 13,887
|                                              |  |                                  |       |   |                               |   |        |                         |  |              |     |  |   |       
|Income (loss) from continuing operations      |  |                                  | 2,640 |   |                               |   | (376   | )                       |  |              | 376 |  |   | 2,640 
|Discontinued operations                       |  |                                  | 5,334 |   |                               |   |       |                         |  |              |    |  |   | 5,334 
|                                              |  |                                  |       |   |                               |   |        |                         |  |              |     |  |   |       
|Net income (loss)                             |  | $                                | 7,974 |   |                               | $ | (376   | )                       |  | $            | 376 |  | $ | 7,974 
|                                              |  |                                  |       |   |                               |   |        |                         |  |              |     |  |   |       



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CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

For the year ended December 31, 2007



|                                               |  |                                  |        |   |                               |   |        |                         |  |              |   |  |   |        |  
|---------------------------------------------- |  | -------------------------------- | ------ | - | ----------------------------- | - | ------ | ----------------------- |  | ------------ | - |  | - | ------ | -
|                                               |  | ETOP andETOPSubsidiaryGuarantors |        |   | ETOPNon-GuarantorSubsidiaries |   |        | ConsolidatedElimination |  | Consolidated |  
|                                               |  | (In thousands)                   |       
|Net cash provided by operating activities      |  | $                                | 5,309  |   |                               | $ | 2,187  |                         |  | $            |  |  | $ | 7,496  |  
|Net cash used in investing activities          |  |                                  |       |   |                               |   | (135   | )                       |  |              |  |  |   | (135   | )
|Net cash used in financing activities          |  |                                  | (5,309 | ) |                               |   | (2,388 | )                       |  |              |  |  |   | (7,697 | )
|                                               |  |                                  |        |   |                               |   |        |                         |  |              |   |  |   |        |  
|Net decrease in cash and cash equivalents      |  |                                  |       |   |                               |   | (336   | )                       |  |              |  |  |   | (336   | )
|Cash and cash equivalents at beginning of year |  |                                  |       |   |                               |   | 336    |                         |  |              |  |  |   | 336    |  
|                                               |  |                                  |        |   |                               |   |        |                         |  |              |   |  |   |        |  
|Cash and cash equivalents at end of year       |  | $                                |       |   |                               | $ |       |                         |  | $            |  |  | $ |       |  
|                                               |  |                                  |        |   |                               |   |        |                         |  |              |   |  |   |        |  

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

For the year ended December 31, 2006



|                                               |  |                                  |        |   |                               |   |        |                         |  |              |   |  |   |        |  
|---------------------------------------------- |  | -------------------------------- | ------ | - | ----------------------------- | - | ------ | ----------------------- |  | ------------ | - |  | - | ------ | -
|                                               |  | ETOP andETOPSubsidiaryGuarantors |        |   | ETOPNon-GuarantorSubsidiaries |   |        | ConsolidatedElimination |  | Consolidated |  
|                                               |  | (In thousands)                   |       
|Net cash provided by operating activities      |  | $                                | 5,169  |   |                               | $ | 2,212  |                         |  | $            |  |  | $ | 7,381  |  
|Net cash used in investing activities          |  |                                  |       |   |                               |   | (261   | )                       |  |              |  |  |   | (261   | )
|Net cash used in financing activities          |  |                                  | (5,170 | ) |                               |   | (2,053 | )                       |  |              |  |  |   | (7,223 | )
|                                               |  |                                  |        |   |                               |   |        |                         |  |              |   |  |   |        |  
|Net decrease in cash and cash equivalents      |  |                                  | (1     | ) |                               |   | (102   | )                       |  |              |  |  |   | (103   | )
|Cash and cash equivalents at beginning of year |  |                                  | 1      |   |                               |   | 438    |                         |  |              |  |  |   | 439    |  
|                                               |  |                                  |        |   |                               |   |        |                         |  |              |   |  |   |        |  
|Cash and cash equivalents at end of year       |  | $                                |       |   |                               | $ | 336    |                         |  | $            |  |  | $ | 336    |  
|                                               |  |                                  |        |   |                               |   |        |                         |  |              |   |  |   |        |  

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

For the year ended December 31, 2005



|                                                    |  |                                  |         |   |                               |   |        |                         |  |              |   |  |   |         |  
|--------------------------------------------------- |  | -------------------------------- | ------- | - | ----------------------------- | - | ------ | ----------------------- |  | ------------ | - |  | - | ------- | -
|                                                    |  | ETOP andETOPSubsidiaryGuarantors |         |   | ETOPNon-GuarantorSubsidiaries |   |        | ConsolidatedElimination |  | Consolidated |  
|                                                    |  | (In thousands)                   |        
|Net cash provided by operating activities           |  | $                                | 6,653   |   |                               | $ | 1,409  |                         |  | $            |  |  | $ | 8,062   |  
|Net cash provided by (used in) investing activities |  |                                  | 9,889   |   |                               |   | (25    | )                       |  |              |  |  |   | 9,864   |  
|Net cash used in financing activities               |  |                                  | (16,578 | ) |                               |   | (2,119 | )                       |  |              |  |  |   | (18,697 | )
|                                                    |  |                                  |         |   |                               |   |        |                         |  |              |   |  |   |         |  
|Net decrease in cash and cash equivalents           |  |                                  | (36     | ) |                               |   | (735   | )                       |  |              |  |  |   | (771    | )
|Cash and cash equivalents at beginning of year      |  |                                  | 37      |   |                               |   | 1,173  |                         |  |              |  |  |   | 1,210   |  
|                                                    |  |                                  |         |   |                               |   |        |                         |  |              |   |  |   |         |  
|Cash and cash equivalents at end of year            |  | $                                | 1       |   |                               | $ | 438    |                         |  | $            |  |  | $ | 439     |  
|                                                    |  |                                  |         |   |                               |   |        |                         |  |              |   |  |   |         |  



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ELDERTRUST OPERATING LIMITED PARTNERSHIP

SCHEDULE III

REAL ESTATE AND ACCUMULATED DEPRECIATION

December 31, 2007

(Dollars in Thousands)



|                                  |  |               |  |                        |  |      |        |                                        |   |                                        |  |      |     |                           |   |                         |  |                     |         |              |   |                                                        |  |      |  |      |  |         
|--------------------------------- |  | ------------- |  | ---------------------- |  | ---- | ------ | -------------------------------------- | - | -------------------------------------- |  | ---- | --- | ------------------------- | - | ----------------------- |  | ------------------- | ------- | ------------ | - | ------------------------------------------------------ |  | ---- |  | ---- |  | --------
|                                  |  | Location      |  | Initial Cost toCompany |  |      |        | Gross Amount Carriedat Close of Period |   |                                        |  |      |     |                           |   |                        
|Facility name                     |  | City          |  | State /Province        |  | Land |        | Buildings andImprovements              |   | CostCapitalizedSubsequenttoAcquisition |  | Land |     | Buildings andImprovements |   | AccumulatedDepreciation |  | Date ofConstruction |         | DateAcquired |   | Life on WhichDepreciationin IncomeStatement isComputed
|SKILLED NURSING FACILITIES        |  |               |  |                        |  |      |        |                                        |   |                                        |  |      |     |                           |   |                         |  |                     |         |              |   |                                                        |  |      |  |      |  |         
|Belvedere Nursing & Rehab         |  | Chester       |  | PA                     |  | $    | 822    |                                        | $ | 7,202                                  |  |      |     |                           | $ | 822                     |  | $                   | 7,202   |              | $ | 1,106                                                  |  | 1899 |  | 2004 |  | 30 years
|Chapel Manor                      |  | Philadelphia  |  | PA                     |  |      | 1,596  |                                        |   | 13,982                                 |  |      |     |                           |   | 1,596                   |  |                     | 13,982  |              |   | 2,147                                                  |  | 1948 |  | 2004 |  | 30 years
|Lopatcong Center                  |  | Phillipsburg  |  | NJ                     |  |      | 1,490  |                                        |   | 12,336                                 |  |      |     |                           |   | 1,490                   |  |                     | 12,336  |              |   | 1,911                                                  |  | 1982 |  | 2004 |  | 30 years
|Pennsburg Manor                   |  | Pennsburg     |  | PA                     |  |      | 1,091  |                                        |   | 7,871                                  |  |      |     |                           |   | 1,091                   |  |                     | 7,871   |              |   | 1,259                                                  |  | 1982 |  | 2004 |  | 30 years
|Wayne Center                      |  | Wayne         |  | PA                     |  |      | 662    |                                        |   | 6,872                                  |  |      |     |                           |   | 662                     |  |                     | 6,872   |              |   | 1,030                                                  |  | 1875 |  | 2004 |  | 30 years
|                                  |  |               |  |                        |  |      |        |                                        |   |                                        |  |      |     |                           |   |                         |  |                     |         |              |   |                                                        |  |      |  |      |  |         
|TOTAL SKILLED NURSING FACILITIES  |  |               |  |                        |  |      | 5,661  |                                        |   | 48,263                                 |  |      |     |                           |   | 5,661                   |  |                     | 48,263  |              |   | 7,453                                                  |  |      |  |      |  |         
|SENIORS HOUSING COMMUNITIES       |  |               |  |                        |  |      |        |                                        |   |                                        |  |      |     |                           |   |                         |  |                     |         |              |   |                                                        |  |      |  |      |  |         
|Berkshire Commons                 |  | Reading       |  | PA                     |  |      | 470    |                                        |   | 4,301                                  |  |      |     |                           |   | 470                     |  |                     | 4,301   |              |   | 694                                                    |  | 1997 |  | 2004 |  | 30 years
|Cabot Park Village                |  | Newtonville   |  | MA                     |  |      | 1,772  |                                        |   | 14,854                                 |  |      |     |                           |   | 1,772                   |  |                     | 14,854  |              |   | 2,103                                                  |  | 1996 |  | 2004 |  | 30 years
|Heritage at Cleveland Circle      |  | Brookline     |  | MA                     |  |      | 1,468  |                                        |   | 11,418                                 |  |      |     |                           |   | 1,468                   |  |                     | 11,418  |              |   | 1,538                                                  |  | 1995 |  | 2004 |  | 30 years
|Heritage at North Andover         |  | North Andover |  | MA                     |  |      | 1,194  |                                        |   | 12,544                                 |  |      |     |                           |   | 1,194                   |  |                     | 12,544  |              |   | 1,719                                                  |  | 1994 |  | 2004 |  | 30 years
|Heritage at Vernon Court          |  | Newton        |  | MA                     |  |      | 1,793  |                                        |   | 9,678                                  |  |      |     |                           |   | 1,793                   |  |                     | 9,678   |              |   | 1,312                                                  |  | 1930 |  | 2004 |  | 30 years
|Heritage Woods                    |  | Agawarn       |  | MA                     |  |      | 1,249  |                                        |   | 4,625                                  |  |      |     |                           |   | 1,249                   |  |                     | 4,625   |              |   | 856                                                    |  | 1997 |  | 2004 |  | 30 years
|Highgate at Paoli Pointe          |  | Paoli         |  | PA                     |  |      | 1,151  |                                        |   | 9,079                                  |  |      |     |                           |   | 1,151                   |  |                     | 9,079   |              |   | 1,314                                                  |  | 1997 |  | 2004 |  | 30 years
|Lehigh                            |  | Macungie      |  | PA                     |  |      | 420    |                                        |   | 4,406                                  |  |      |     |                           |   | 420                     |  |                     | 4,406   |              |   | 694                                                    |  | 1997 |  | 2004 |  | 30 years
|Sanatoga Court                    |  | Pottstown     |  | PA                     |  |      | 360    |                                        |   | 3,233                                  |  |      |     |                           |   | 360                     |  |                     | 3,233   |              |   | 524                                                    |  | 1997 |  | 2004 |  | 30 years
|                                  |  |               |  |                        |  |      |        |                                        |   |                                        |  |      |     |                           |   |                         |  |                     |         |              |   |                                                        |  |      |  |      |  |         
|TOTAL SENIORS HOUSING COMMUNITIES |  |               |  |                        |  |      | 9,877  |                                        |   | 74,138                                 |  |      |     |                           |   | 9,877                   |  |                     | 74,138  |              |   | 10,754                                                 |  |      |  |      |  |         
|MEDICAL OFFICE BUILDINGS          |  |               |  |                        |  |      |        |                                        |   |                                        |  |      |     |                           |   |                         |  |                     |         |              |   |                                                        |  |      |  |      |  |         
|DCMH Medical Office Building      |  | Drexel Hill   |  | PA                     |  |      |       |                                        |   | 10,379                                 |  |      | 368 |                           |   |                        |  |                     | 10,747  |              |   | 1,601                                                  |  | 1984 |  | 2004 |  | 30 years
|Lacey Branch Office Building      |  | Forked River  |  | NJ                     |  |      | 63     |                                        |   | 621                                    |  |      |    |                           |   | 63                      |  |                     | 621     |              |   | 94                                                     |  | 1996 |  | 2004 |  | 30 years
|Professional Office Building I    |  | Upland        |  | PA                     |  |      |       |                                        |   | 6,243                                  |  |      | 138 |                           |   |                        |  |                     | 6,381   |              |   | 952                                                    |  | 1978 |  | 2004 |  | 30 years
|                                  |  |               |  |                        |  |      |        |                                        |   |                                        |  |      |     |                           |   |                         |  |                     |         |              |   |                                                        |  |      |  |      |  |         
|TOTAL MEDICAL OFFICE BUILDINGS    |  |               |  |                        |  |      | 63     |                                        |   | 17,243                                 |  |      | 506 |                           |   | 63                      |  |                     | 17,749  |              |   | 2,647                                                  |  |      |  |      |  |         
|                                  |  |               |  |                        |  |      |        |                                        |   |                                        |  |      |     |                           |   |                         |  |                     |         |              |   |                                                        |  |      |  |      |  |         
|TOTAL FOR ALL PROPERTIES          |  |               |  |                        |  | $    | 15,601 |                                        | $ | 139,644                                |  | $    | 506 |                           | $ | 15,601                  |  | $                   | 140,150 |              | $ | 20,854                                                 |  |      |  |      |  |         
|                                  |  |               |  |                        |  |      |        |                                        |   |                                        |  |      |     |                           |   |                         |  |                     |         |              |   |                                                        |  |      |  |      |  |         



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ELDERTRUST OPERATING LIMITED PARTNERSHIP

SCHEDULE III

REAL ESTATE AND ACCUMULATED DEPRECIATION

December 31, 2007

(In
thousands)



|                               |  |                                  |         |      |   |         |  |   |         |  
|------------------------------ |  | -------------------------------- | ------- | ---- | - | ------- |  | - | ------- | -
|                               |  | For the Years Ended December 31, |        
|                               |  | 2007                             |         | 2006 |   | 2005    | 
|Reconciliation of real estate: |  |                                  |         |      |   |         |  |   |         |  
|Carrying cost:                 |  |                                  |         |      |   |         |  |   |         |  
|Balance at beginning of year   |  | $                                | 155,616 |      | $ | 155,355 |  | $ | 160,769 |  
|Additions during year:         |  |                                  |         |      |   |         |  |   |         |  
|Capital expenditures           |  |                                  | 135     |      |   | 261     |  |   | 25      |  
|Dispositions:                  |  |                                  |         |      |   |         |  |   |         |  
|Sale of assets                 |  |                                  |        |      |   |        |  |   | (5,439  | )
|                               |  |                                  |         |      |   |         |  |   |         |  
|Balance at end of year         |  | $                                | 155,751 |      | $ | 155,616 |  | $ | 155,355 |  
|                               |  |                                  |         |      |   |         |  |   |         |  
|Accumulated depreciation:      |  |                                  |         |      |   |         |  |   |         |  
|Balance at beginning of year   |  | $                                | 15,495  |      | $ | 10,162  |  | $ | 5,026   |  
|Additions during year:         |  |                                  |         |      |   |         |  |   |         |  
|Depreciation expense           |  |                                  | 5,359   |      |   | 5,333   |  |   | 5,460   |  
|Dispositions:                  |  |                                  |         |      |   |         |  |   |         |  
|Sale of assets                 |  |                                  |        |      |   |        |  |   | (324    | )
|                               |  |                                  |         |      |   |         |  |   |         |  
|Balance at end of year         |  | $                                | 20,854  |      | $ | 15,495  |  | $ | 10,162  |  
|                               |  |                                  |         |      |   |         |  |   |         |  



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|ITEM 9. | Changes in and Disagreements With Accountants on Accounting and Financial Disclosure
|------- | ------------------------------------------------------------------------------------

Not applicable.



|ITEM 9A. | Controls and Procedures
|-------- | -----------------------

Evaluation of
Disclosure Controls and Procedures

As required by Rules 13a-15(b) and 15d-15(b) of the Securities Exchange Act of 1934, as amended (the
Exchange Act), our management, with the participation of the Chief Executive Officer and Chief Financial Officer of ElderTrust, our general partner, has evaluated the effectiveness of our disclosure controls and procedures as of
December 31, 2007. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer of ElderTrust, our general partner, concluded that our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under
the Exchange Act) were effective as of December 31, 2007, at the reasonable assurance level.

Internal Control Over Financial Reporting

The information set forth under Management Report on Internal Control over Financial Reporting included in Part II,
Item 8 of this Annual Report on Form 10-K is incorporated by reference into this item 9A.

Changes in Internal Control Over Financial Reporting

During the fourth quarter of 2007, there were no changes in our internal control over financial reporting (as defined in Rules
13a-15(f) and 15d-15(f) under the Exchange Act) that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Section 404 of the Sarbanes-Oxley Act of 2002

Pursuant to the Commissions rules
implementing the internal control reporting requirements included in Section 404 of the Sarbanes-Oxley Act of 2002, beginning with our Annual Report on Form 10-K for the year ending December 31, 2008, we will be required to provide an
auditors attestation report on internal control over financial reporting. Although we believe that our efforts to document, evaluate the design and test the effectiveness of our internal controls will enable our independent auditors to provide
the required attestation, there can be no assurance that these efforts will be successfully completed in a timely manner.



|ITEM 9B. | Other Information
|-------- | -----------------

Not
applicable.

PART III



|ITEM 10. | Directors and Executive Officers of the Registrant
|-------- | --------------------------------------------------

We have no directors or executive officers. We are managed by ElderTrust, our sole general partner. The trustee and executive officers of ElderTrust are listed in the following table:



|                       |  |     |  |                                      
|---------------------- |  | --- |  | -------------------------------------
|Name                   |  | Age |  | Position                             
|Debra A. Cafaro        |  | 50  |  | President and Chief Executive Officer
|Richard A. Schweinhart |  | 58  |  | Chief Financial Officer              
|T. Richard Riney       |  | 50  |  | Secretary and Trustee                

T. Richard Riney has served as a trustee of ElderTrust since February 5, 2004, the date on
which Ventas acquired ElderTrust.

ElderTrust is a direct wholly owned subsidiary of Ventas. Ventas has adopted a code of ethics that
applies to its executive officers and the executive officers of Ventass subsidiaries, including ElderTrust. We do not have an audit committee, but rely on the Audit Committee of Ventass Board of Directors to perform similar functions for
us. The additional information required by this Item 10 is incorporated by reference to Ventass definitive Proxy Statement for the 2008 Annual Meeting of Stockholders, which Ventas will file with the Commission not later than
April 30, 2008.



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##### Table of Contents

|ITEM 11. | Executive Compensation
|-------- | ----------------------

We
have no directors or executive officers. We are managed by ElderTrust, our sole general partner. ElderTrust has not paid any compensation to its trustee or executive officers. ElderTrust is a direct wholly owned subsidiary of Ventas. The additional
information required by this Item 11 is incorporated by reference to Ventass definitive Proxy Statement for the 2008 Annual Meeting of Stockholders, which Ventas will file with the Commission not later than April 30, 2008.



|ITEM 12. | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
|-------- | ----------------------------------------------------------------------------------------------

The following table sets forth certain information with respect to the beneficial ownership of our partnership interests as of March 27, 2008 by each
person we know to be the beneficial owner of more than 5% of each class of our outstanding partnership interests. As of March 27, 2008, no trustee, director or executive officer of ElderTrust or Ventas beneficially owned any partnership
interests. Each entity named in the table has sole voting power and sole investment power over the units beneficially owned by it.



|                                                                     |  |                                                 |  |                 
|-------------------------------------------------------------------- |  | ----------------------------------------------- |  | ----------------
|Name and Address of Beneficial Owner                                 |  | Partnership Interests Beneficially Owned        |  | Percent of Class
|Ventas, Inc. 10350 Ormsby Park Place, Suite
300 Louisville, KY 40223 |  | 7,873 Class A general partnership units
(1)     |  | 100%            
|                                                                     |  |                                                
|Ventas, Inc. 10350 Ormsby Park Place, Suite
300 Louisville, KY 40223 |  | 8,040,688 Class A limited partnership units
(2) |  | 100%            
|                                                                     |  |                                                
|Norland Plastics Company 155 South Limerick
Road Limerick, PA 19468  |  | 31,455 Class C limited partnership units
(3)    |  | 100%            
|                                                                     |  |                                                
|Ventas, Inc. 10350 Ormsby Park Place, Suite
300 Louisville, KY 40223 |  | 345,147 Class D limited partnership
units       |  | 100%            



|(1) | Consists of 7,873 Class A general partnership units held by ElderTrust, which is a wholly owned subsidiary of Ventas.
|--- | ---------------------------------------------------------------------------------------------------------------------

|(2) | Includes 7,776,573 Class A limited partnership units held by ElderTrust.
|--- | ------------------------------------------------------------------------

|(3) | Consists of 31,455 Class C limited partnership units held by ET Sub-Falls-Washington Street, LLC, which is a wholly owned subsidiary of Norland Plastics Company.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------

The additional information required by this Item 12 is incorporated by reference to Ventass definitive Proxy
Statement for the 2008 Annual Meeting of Stockholders, which Ventas will file with the Commission not later than April 30, 2008.



|ITEM 13. | Certain Relationships and Related Transactions, and Director Independence
|-------- | -------------------------------------------------------------------------

The information required by this Item 13 is incorporated by reference to Note 11Related Party Transactions of the Notes to
Consolidated Financial Statements included in Part II, Item 8 of this Annual Report on Form 10-K and Ventass definitive Proxy Statement for the 2008 Annual Meeting of Stockholders, which Ventas will file with the Commission not later than
April 30, 2008.



|ITEM 14. | Principal Accountant Fees and Services
|-------- | --------------------------------------

Ernst & Young LLP has been our independent registered public accounting firm since January 1, 2004 and has audited our consolidated financial statements for the years ended December 31, 2007 and
2006. Fees charged by Ernst & Young for the years ended December 31, 2007 and 2006 were as follows:



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|                   |  |      |        |      |   |       
|------------------ |  | ---- | ------ | ---- | - | ------
|                   |  | 2007 |        | 2006
|Audit Fees (1)     |  | $    | 57,500 |      | $ | 54,000
|Audit-Related Fees |  |      |       |      |   |      
|Tax Fees           |  |      |       |      |   |      
|All Other Fees     |  |      |       |      |   |      
|                   |  |      |        |      |   |       
|Total              |  | $    | 57,500 |      | $ | 54,000
|                   |  |      |        |      |   |       



|(1) | The category of Audit Fees includes the aggregate fees billed for professional services rendered by Ernst & Young for the audit of our annual consolidated financial
statements and review of the interim consolidated financial statements included in our Quarterly Reports on Form 10-Q.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

The
additional information required by this Item 14 is incorporated by reference to Ventass definitive Proxy Statement for the 2008 Annual Meeting of Stockholders, which Ventas will file with the Commission not later than April 30, 2008.

PART IV



|ITEM 15. | Exhibits and Financial Statement Schedules
|-------- | ------------------------------------------

Financial Statements and Financial Statement Schedule

The following documents have been included in Part II, Item 8 of
this Annual Report on Form 10-K:

Report of Independent Registered Public Accounting Firm

Consolidated Balance Sheets as of December 31, 2007 and 2006

Consolidated Statements of Operations for the years ended December 31, 2007, 2006 and 2005

Consolidated Statements of Partners Capital for the years ended December 31, 2007, 2006 and 2005

Consolidated
Statements of Cash Flows for the years ended December 31, 2007, 2006 and 2005

Notes to Consolidated Financial Statements

Consolidated Financial Statement Schedule

Schedule IIIReal Estate and Accumulated Depreciation

All other schedules have been omitted because they are inapplicable,
not required or the information is included elsewhere in the Consolidated Financial Statements or notes thereto.



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##### Table of Contents

Exhibits



|              |  |                                                                                                                                                                                                                                                                                                                                                                                                                     |  |                                                                                                                                                          
|------------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------
|ExhibitNumber |  | Description of Document                                                                                                                                                                                                                                                                                                                                                                                             |  | Location of Document                                                                                                                                     
|3.1           |  | Amended and Restated Certificate of Limited Partnership of ElderTrust Operating Limited Partnership.                                                                                                                                                                                                                                                                                                                |  | Incorporated by reference to Exhibit 3.8.1 to Amendment No. 1 to our Registration Statement on Form S-4, File No. 333-120642, filed on December 21, 2004.
|              |  |                                                                                                                                                                                                                                                                                                                                                                                                                    
|3.2.1         |  | Second Amended and Restated Agreement of Limited Partnership of ElderTrust Operating Limited Partnership.                                                                                                                                                                                                                                                                                                           |  | Incorporated by reference to Exhibit 10.1 to ElderTrusts Annual Report on Form 10-K for the year ended December 31, 1997.                               
|              |  |                                                                                                                                                                                                                                                                                                                                                                                                                    
|3.2.2         |  | Second Amendment to Second Amended and Restated Agreement of Limited Partnership of ElderTrust Operating Limited Partnership, dated October 13, 1999.                                                                                                                                                                                                                                                               |  | Incorporated by reference to Exhibit 10.44 to ElderTrusts Annual Report on Form 10-K for the year ended December 31, 1999.                              
|              |  |                                                                                                                                                                                                                                                                                                                                                                                                                    
|3.2.3         |  | Consent of General Partner and Third Amendment to Second Amended and Restated Agreement of Limited Partnership dated as of June 7, 2005.                                                                                                                                                                                                                                                                            |  | Incorporated by reference to Exhibit 4.1 to our Current Report on Form 8-K, filed on June 10, 2005.                                                      
|              |  |                                                                                                                                                                                                                                                                                                                                                                                                                    
|4.1.1         |  | Certificate of Designation for Class C (LIHTC) Units of ElderTrust Operating Limited Partnership.                                                                                                                                                                                                                                                                                                                   |  | Incorporated by reference to Exhibit 10.1 to ElderTrusts Quarterly Report on Form 10-Q for the quarter ended March 31, 1999.                            
|              |  |                                                                                                                                                                                                                                                                                                                                                                                                                    
|4.1.2         |  | Agreement of Class C (LIHTC) Unit Rights Modification, dated November 19, 2003, between ElderTrust Operating Limited Partnership, Norland Plastics Company, ET Sub-Falls-Washington Street, L.L.C.
and Ventas, Inc.                                                                                                                                                                                                 |  | Incorporated by reference to Exhibit 4.2 to our Quarterly Report on Form 10-Q for the quarter ended March 31, 2004.                                      
|              |  |                                                                                                                                                                                                                                                                                                                                                                                                                    
|4.2           |  | Supplemental Indenture dated as of February 20, 2004 among the newly-acquired Restricted Subsidiaries listed in Annex A thereto, as Guaranteeing Subsidiaries, Ventas Realty and Ventas Capital,
as Issuers, Ventas, Inc., Ventas LP Realty, L.L.C., Ventas Healthcare Properties, Inc. and Ventas TRS, as Guarantors, and U.S. Bank National Association, as Trustee, relating to the 83/4% Senior Notes due 2009. |  | Incorporated by reference to Exhibit 4.5.4 to Ventass Annual Report on Form 10-K for the year ended December 31, 2003.                                  
|              |  |                                                                                                                                                                                                                                                                                                                                                                                                                    
|4.3           |  | Supplemental Indenture dated as of February 20, 2004 among the newly-acquired Restricted Subsidiaries listed in Anex A thereto, as Guaranteeing Subsidiaries, Ventas Realty and Ventas Capital, as
Issuers, Ventas, Inc. Ventas LP Realty, L.L.C., Ventas Healthcare Properties, Inc. and Ventas TRS, as Guarantors, and U.S. Bank National Associations, as Trustees, relating to the 9% Senior Notes due 2012.    |  | Incorporated by reference to Exhibit 4.6.4 to Ventass Annual Report on Form 10-K for the year ended December 31, 2003.                                  
|              |  |                                                                                                                                                                                                                                                                                                                                                                                                                    
|4.4.1         |  | Indenture dated as of June 7, 2005 among Ventas Realty, Ventas Capital, the Guarantors named therein and U.S. Bank National Association, as Trustee, relating to the 63/4% Senior Notes due 2010.                                                                                                                                                                                                                   |  | Incorporated by reference to Exhibit 4.1 to Ventass Current Report on Form 8-K filed on June 13, 2005.                                                  
|              |  |                                                                                                                                                                                                                                                                                                                                                                                                                    
|4.4.2         |  | Supplemental Indenture dated as of June 21, 2005 among the Guaranteeing Subsidiaries named therein, Ventas Realty and Ventas Capital, as Issuers, the other Guarantors named therein and U.S. Bank
National Association, as Trustee.                                                                                                                                                                                |  | Incorporated by reference to Exhibit 4.13 to Ventass Quarterly Report on Form 10-Q for the quarter ended June 30, 2005.                                 
|              |  |                                                                                                                                                                                                                                                                                                                                                                                                                    
|4.5.1         |  | Indenture dated as of October 15, 2004, among Ventas Realty and Ventas Capital, as Issuers, the Guarantors named therein and U.S. Bank National Association, as Trustee, relating to the 65/8% Senior Notes due 2014.                                                                                                                                                                                               |  | Incorporated by reference to Exhibit 4.1 to Ventass Current Report on Form 8-K filed on October 15, 2004.                                               



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|              |  |                                                                                                                                                                                                                                                                                                                                |  |                                                                                                                                                          
|------------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------
|ExhibitNumber |  | Description of Document                                                                                                                                                                                                                                                                                                        |  | Location of Document                                                                                                                                     
|4.5.2         |  | Supplemental Indenture dated as of December 15, 2004 among Ventas Framingham, LLC and Ventas Management, LLC, as Guaranteeing Subsidiaries, Ventas Realty and Ventas Capital, as Issuers,
the other Guarantors named therein and U.S. Bank National Association, as Trustee.                                                   |  | Incorporated by reference to Exhibit 4.1.2 to Amendment No. 1 to our Registration Statement on Form S-4, File No. 333-120642, filed on December 21, 2004.
|              |  |                                                                                                                                                                                                                                                                                                                               
|4.6.1         |  | Indenture dated as of June 7, 2005 among Ventas Realty, Ventas Capital, the Guarantors named therein and U.S. Bank National Association, as Trustee, relating to the 71/8% Senior Notes due 2015.                                                                                                                              |  | Incorporated by reference to Exhibit 4.2 to Ventass Current Report on Form 8-K filed on June 13, 2005.                                                  
|              |  |                                                                                                                                                                                                                                                                                                                               
|4.6.2         |  | Supplemental Indenture dated as of June 21, 2005 among the Guaranteeing Subsidiaries named therein, Ventas Realty and Ventas Capital, as Issuers, the other Guarantors named therein and U.S. Bank
National Association, as Trustee.                                                                                           |  | Incorporated by reference to Exhibit 4.16 to Ventass Quarterly Report on Form 10-Q for the quarter ended June 30, 2005.                                 
|              |  |                                                                                                                                                                                                                                                                                                                               
|4.7.1         |  | Indenture dated as of December 9, 2005 among Ventas Realty, Ventas Capital, the Guarantors named therein and U.S. Bank National Association, as Trustee, relating to the 61/2% Senior Notes due 2016.                                                                                                                          |  | Incorporated by reference to Exhibit 4.1 to Ventass Current Report on Form 8-K filed on December 13, 2005.                                              
|              |  |                                                                                                                                                                                                                                                                                                                               
|4.7.2         |  | Supplemental Indenture dated as of December 21, 2005 among Ventas Finance I, Inc., Ventas Finance I, LLC, Ventas Specialty I, Inc. and Ventas Specialty I, LLC, as Guaranteeing Subsidiaries,
Ventas Realty and Ventas Capital, as Issuers, the other Guarantors named therein and U.S. Bank National Association, as Trustee. |  | Incorporated by reference to Exhibit 4.1.2 to our Registration Statement on Form S-4, File No. 333-131342.                                               
|              |  |                                                                                                                                                                                                                                                                                                                               
|4.8.1         |  | Indenture dated as of September 19, 2006 among Ventas, Inc., Ventas Realty and Ventas Capital, as Issuer(s), the Guarantors named therein and U.S. Bank National Association, as
Trustee.                                                                                                                                      |  | Incorporated by reference to Exhibit 4.1 to our Registration Statement on Form S-3, File No. 333-133115.                                                 
|              |  |                                                                                                                                                                                                                                                                                                                               
|4.8.2         |  | First Supplemental Indenture dated as of September 19, 2006 Ventas, Inc., Ventas Realty and Ventas Capital, as Issuer(s), the Guarantors named therein and U.S. Bank National Association, as
Trustee, relating to the 63/4% Senior Notes due 2017.                                                                            |  | Incorporated by reference to Exhibit 4.2 to Ventass Current Report on Form 8-K, filed on September 22, 2006.                                            
|              |  |                                                                                                                                                                                                                                                                                                                               
|4.8.3         |  | Supplemental Indenture dated as of November 21, 2006 among the Guaranteeing Subsidiaries named therein, Ventas Realty and Ventas Capital, as Issuers, and the other Guarantors named
therein.                                                                                                                                  |  | Incorporated by reference to Exhibit 4.10.3 to Ventass Annual Report on Form 10-K for the year ended December 31, 2006.                                 
|              |  |                                                                                                                                                                                                                                                                                                                               
|4.9.1         |  | Indenture dated as of December 1, 2006 among Ventas, Inc., as Issuer, the Subsidiary Guarantors named therein, as Guarantors, and U.S. Bank National Association, as Trustee                                                                                                                                                   |  | Incorporated by reference to Exhibit 4.1 to Ventass Current Report on Form 8-K, filed on December 6, 2006.                                              
|              |  |                                                                                                                                                                                                                                                                                                                               
|4.9.2         |  | Supplemental Indenture dated as of May 10, 2007 among Ventas, Inc., as Issuer, the other Subsidiary Guarantors named therein and U.S. Bank National Association, as Trustee.                                                                                                                                                   |  | Incorporated by reference to Exhibit 4.3 to Ventas, Inc.s Quarterly Report on Form 10-Q for the quarter ended June 30, 2007.                            
|              |  |                                                                                                                                                                                                                                                                                                                               
|4.10          |  | Schedule of Agreements Substantially Identical in All Material Respects to the Agreements Incorporated by Reference as Exhibits 4.2, 4.3, 4.4.2, 4.5.2, 4.6.2, 4.7.2, 4.8.3 and 4.9.2 to this
Annual Report on Form 10-K, pursuant to Instruction 2 to Item 601 of Regulation S-K                                              |  | Filed herewith.                                                                                                                                          
|              |  |                                                                                                                                                                                                                                                                                                                               
|10.1.1        |  | Option Agreement by and between D. Lee McCreary, Jr. and ElderTrust Operating Limited Partnership relating to interests in Vernon ALF, L.L.C.                                                                                                                                                                                  |  | Incorporated by reference to Exhibit 10.39 to ElderTrusts Annual Report on Form 10-K for the year ended December 31, 1999.                              



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|              |  |                                                                                                                                                                                                                                                                                           |  |                                                                                                                                                                   
|------------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------
|ExhibitNumber |  | Description of Document                                                                                                                                                                                                                                                                   |  | Location of Document                                                                                                                                              
|10.1.2        |  | Assignment of Membership Interest, dated as of February 5, 2004, by and between D. Lee McCreary, Jr. and ElderTrust Operating Limited Partnership relating to interests in Vernon ALF,
L.L.C.                                                                                             |  | Incorporated by reference to Exhibit 10.1.1.2 to our Quarterly Report on Form 10-Q for the quarter ended March 31, 2004.                                          
|              |  |                                                                                                                                                                                                                                                                                          
|10.2.1        |  | Form of Minimum Rent Lease between ElderTrust Operating Limited Partnership and a consolidated subsidiary of Genesis Health Ventures, Inc.                                                                                                                                                |  | Incorporated by reference to Exhibit 10.22 to Amendment No. 4 to ElderTrusts Registration Statement on Form S-11 (File No. 333-37451).                           
|              |  |                                                                                                                                                                                                                                                                                          
|10.2.2        |  | Form of Percentage Rent Lease between ElderTrust Operating Limited Partnership and a consolidated subsidiary of Genesis Health Ventures, Inc.                                                                                                                                             |  | Incorporated by reference to Exhibit 10.23 to Amendment No. 4 to ElderTrusts Registration Statement on Form S-11 (File No. 333-37451), filed on January 20, 1998.
|              |  |                                                                                                                                                                                                                                                                                          
|10.3.1        |  | Assignment of Partnership Interest and Second Amendment to Agreement of Limited Partnership of ET Sub-Meridian Limited Partnership, L.L.P., dated September 25, 2002, by and among Toughkenamon,
L.L.C., ElderTrust Operating Limited Partnership and ET Meridian General Partner, L.L.C. |  | Incorporated by reference to Exhibit 2.1 to ElderTrusts Current Report on Form 8-K filed on October 10, 2002.                                                    
|              |  |                                                                                                                                                                                                                                                                                          
|10.3.2.1      |  | Option Agreement, dated as of September 25, 2002, by and between D. Lee McCreary, Jr. and ElderTrust Operating Limited Partnership relating to interests in Cabot ALF, L.L.C.                                                                                                             |  | Incorporated by reference to Exhibit 2.2 to ElderTrusts Current Report on Form 8-K filed on October 10, 2002.                                                    
|              |  |                                                                                                                                                                                                                                                                                          
|10.3.2.2      |  | Assignment of Membership Interest, dated as of February 5, 2004, by and between D. Lee McCreary, Jr. and ElderTrust Operating Limited Partnership relating to interests in Cabot ALF,
L.L.C.                                                                                              |  | Incorporated by reference to Exhibit 10.3.2.2 to our Quarterly Report on Form 10-Q for the quarter ended March 31, 2004.                                          
|              |  |                                                                                                                                                                                                                                                                                          
|10.3.3.1      |  | Option Agreement, dated as of September 25, 2002, by and between D. Lee McCreary, Jr. and ElderTrust Operating Limited Partnership relating to interests in Cleveland ALF, L.L.C.                                                                                                         |  | Incorporated by reference to Exhibit 2.3 to ElderTrusts Current Report on Form 8-K filed on October 10, 2002.                                                    
|              |  |                                                                                                                                                                                                                                                                                          
|10.3.3.2      |  | Assignment of Membership Interest, dated as of February 5, 2004, by and between D. Lee McCreary, Jr. and ElderTrust Operating Limited Partnership relating to interests in Cleveland ALF, L.L.C.                                                                                          |  | Incorporated by reference to Exhibit 10.3.3.2 to our Quarterly Report on Form 10-Q for the quarter ended March 31, 2004.                                          
|              |  |                                                                                                                                                                                                                                                                                          
|10.3.4.1      |  | Purchase Option, dated as of November 30, 1993, by and among the sellers identified therein, Heritage Associates Limited Partnership and MHC Acquisition Corporation.                                                                                                                     |  | Incorporated by reference to Exhibit 99.7 to ElderTrusts Current Report on Form 8-K filed on October 10, 2002.                                                   
|              |  |                                                                                                                                                                                                                                                                                          
|10.3.4.2      |  | Schedule of Omitted Meridian Purchase Options.                                                                                                                                                                                                                                            |  | Incorporated by reference to Exhibit 99.10 to ElderTrusts Current Report on Form 8-K filed on October 10, 2002.                                                  
|              |  |                                                                                                                                                                                                                                                                                          
|10.3.4.3      |  | First Amendment to Option Agreement, dated September 3, 1998, by and among the sellers identified therein, Heritage Meridian Limited Partnership and MHC Acquisition Corporation.                                                                                                         |  | Incorporated by reference to Exhibit 99.8 to ElderTrusts Current Report on Form 8-K filed on October 10, 2002.                                                   
|              |  |                                                                                                                                                                                                                                                                                          
|10.3.4.4      |  | Assignment of Option Agreement, dated September 3, 1998, between Meridian Healthcare, Inc. and ET Sub-Meridian Limited Partnership, L.L.P.                                                                                                                                                |  | Incorporated by reference to Exhibit 99.9 to ElderTrusts Current Report on Form 8-K filed on October 10, 2002.                                                   
|              |  |                                                                                                                                                                                                                                                                                          
|10.3.5.1      |  | Lease Agreement, dated as of November 30, 1993, by and between Heritage Associates Limited Partnership and MHC Acquisition Corporation.                                                                                                                                                   |  | Incorporated by reference to Exhibit 99.1 to ElderTrusts Current Report on Form 8-K filed on October 10, 2002.                                                   



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|              |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |  |                                                                                                                  
|------------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | -----------------------------------------------------------------------------------------------------------------
|ExhibitNumber |  | Description of Document                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |  | Location of Document                                                                                             
|10.3.5.2      |  | Schedule of Omitted Meridian Lease Agreements.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |  | Incorporated by reference to Exhibit 99.6 to ElderTrusts Current Report on Form 8-K filed on October 10, 2002.  
|              |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|10.3.5.3      |  | Amendment No. 1 to Lease Agreement, dated as of August 1, 1994, by and between Heritage Associates Limited Partnership and Meridian Healthcare, Inc.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |  | Incorporated by reference to Exhibit 99.2 to ElderTrusts Current Report on Form 8-K filed on October 10, 2002.  
|              |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|10.3.5.4      |  | Amendment No. 2 to Lease Agreement, dated as of August 1, 1994, by and between Heritage Associates Limited Partnership and Meridian Healthcare, Inc.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |  | Incorporated by reference to Exhibit 99.3 to ElderTrusts Current Report on Form 8-K filed on October 10, 2002.  
|              |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|10.3.5.5      |  | Amendment No. 3 to Lease Agreement, dated as of September 3, 1998, by and between Heritage Associates Limited Partnership and ET Sub-Meridian Limited Partnership, L.L.P.                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |  | Incorporated by reference to Exhibit 99.4 to ElderTrusts Current Report on Form 8-K filed on October 10, 2002.  
|              |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|10.3.5.6      |  | Assignment of Lease Agreement, dated as of September 3, 1998, by and between Heritage Associates Limited Partnership and ET Sub-Meridian Limited Partnership, L.L.P.                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |  | Incorporated by reference to Exhibit 99.5 to ElderTrusts Current Report on Form 8-K filed on October 10, 2002.  
|              |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|10.3.6.1      |  | Sublease Agreement, dated September 3, 1998, by and between ET Sub-Meridian Limited Partnership, L.L.P., as Landlord, and Meridian Healthcare, Inc., as Tenant.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |  | Incorporated by reference to Exhibit 99.11 to ElderTrusts Current Report on Form 8-K filed on October 10, 2002. 
|              |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|10.3.6.2      |  | Schedule of Omitted Meridian Sublease Agreements.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |  | Incorporated by reference to Exhibit 99.12 to ElderTrusts Current Report on Form 8-K filed on October 10, 2002. 
|              |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|10.3.7        |  | Indemnification Consent and Acknowledgment Agreement, dated September 3, 1998, between ElderTrust Operating Limited Partnership and Genesis Health Ventures, Inc.                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |  | Incorporated by reference to Exhibit 10.4 to ElderTrusts Current Report on Form 8-K filed on September 18, 1998.
|              |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|10.3.8        |  | Guarantee Agreement, dated September 3, 1998, between ElderTrust Operating Limited Partnership and ET Sub-Meridian Limited Partnership, L.L.P. (f/k/a Meridian Healthcare, Inc.).                                                                                                                                                                                                                                                                                                                                                                                                                                                               |  | Incorporated by reference to Exhibit 10.5 to ElderTrusts Current Report on Form 8-K filed on September 18, 1998.
|              |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|10.4.1        |  | Amended and Restated Credit Agreement, dated August 30, 2002, by and among ElderTrust, ElderTrust Operating Limited Partnership, Various Banks and Wachovia Bank, National Association, as
administrative agent.                                                                                                                                                                                                                                                                                                                                                                                                                                |  | Incorporated by reference to Exhibit 99.1 to ElderTrusts Current Report on Form 8-K filed on September 13, 2002.
|              |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|10.4.2        |  | Master Agreement, dated November 27, 2000, between The Multicare Companies, Inc., Berks Nursing Homes, Inc., Lehigh Nursing Homes, Inc., Delm Nursing, Inc. and Genesis Eldercare Corp. and
ElderTrust and ElderTrust Operating Limited Partnership.                                                                                                                                                                                                                                                                                                                                                                                            |  | Incorporated by reference to Exhibit 99.5 to ElderTrusts Current Report on Form 8-K filed on December 11, 2000. 
|              |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|10.5          |  | Master Agreement, dated November 27, 2000, between Genesis Health Ventures, Inc., Meridian Healthcare, Inc., Volusia Meridian Limited Partnership, Wyncote Healthcare Corp., Philadelphia Avenue
Associates and Geriatric and Medical Services, Inc., Geriatric and Medical Companies, Inc. and Edella Street Associates and ElderTrust, ElderTrust Operating Limited Partnership, ET Sub-Meridian Limited Partnership, L.L.P., ET Sub-Rittenhouse Limited
Partnership, L.L.P., ET Sub-Windsor I, L.L.C. and ET Sub-Windsor II, L.L.C., ET Sub-Phillipsburg I, L.L.C., ET Sub-Highgate, L.P. and ET Sub-Willowbrook Limited Partnership, L.L.P. |  | Incorporated by reference to Exhibit 99.4 to ElderTrusts Current Report on Form 8-K filed on December 11, 2000. 
|              |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|10.6.1.1      |  | Letter of Intent, dated July 11, 2003, between ElderTrust Operating Limited Partnership and Genesis Health Ventures, Inc.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |  | Incorporated by reference to Exhibit 99.1 to ElderTrusts Current Report on Form 8-K filed on July 14, 2003.     



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|              |  |                                                                                                                                                                                                                              |  |                                                                                                                                   
|------------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ----------------------------------------------------------------------------------------------------------------------------------
|ExhibitNumber |  | Description of Document                                                                                                                                                                                                      |  | Location of Document                                                                                                              
|10.6.1.2      |  | Master Agreement, dated as of September 11, 2003, between Genesis Health Ventures, Inc. and ElderTrust Operating Limited Partnership, including exhibits.                                                                    |  | Incorporated by reference to Exhibit 10.31 to ElderTrusts Quarterly Report on Form 10-Q for the quarter ended September 30, 2003.
|              |  |                                                                                                                                                                                                                             
|10.6.2        |  | Conveyance and Transfer Agreement, dated September 11, 2003, between Meridian Healthcare, Inc., Genesis Healthcare Corporation, ElderTrust, ElderTrust Operating Limited Partnership and ET
Meridian General Partner, L.L.C. |  | Incorporated by reference to Exhibit 10.31 to ElderTrusts Quarterly Report on Form 10-Q for the quarter ended September 30, 2003.
|              |  |                                                                                                                                                                                                                             
|10.6.3        |  | Conveyance and Transfer Agreement, dated September 11, 2003, between Edella Street Associates, Genesis Healthcare Corporation and ET Sub-Willowbrook Limited Partnership, L.L.P.                                             |  | Incorporated by reference to Exhibit 10.31 to ElderTrusts Quarterly Report on Form 10-Q for the quarter ended September 30, 2003.
|              |  |                                                                                                                                                                                                                             
|10.6.4        |  | Conveyance and Transfer Agreement, dated September 11, 2003, between Geriatric and Medical Services, Inc., Genesis Healthcare Corporation and ET Sub-Rittenhouse Limited Partnership,
L.L.P.                                 |  | Incorporated by reference to Exhibit 10.31 to ElderTrusts Quarterly Report on Form 10-Q for the quarter ended September 30, 2003.
|              |  |                                                                                                                                                                                                                             
|10.6.5        |  | Conveyance and Transfer Agreement, dated September 11, 2003, between Genesis Health Ventures of Wilkes-Barre, Inc., Genesis Healthcare Corporation and ET Sub-Riverview Ridge Limited Partnership,
L.L.P.                    |  | Incorporated by reference to Exhibit 10.31 to ElderTrusts Quarterly Report on Form 10-Q for the quarter ended September 30, 2003.
|              |  |                                                                                                                                                                                                                             
|10.6.6        |  | Conveyance and Transfer Agreement, dated September 11, 2003, between Geriatric and Medical Services, Inc., Genesis Healthcare Corporation and ET Sub-Phillipsburg I, L.L.C.                                                  |  | Incorporated by reference to Exhibit 10.31 to ElderTrusts Quarterly Report on Form 10-Q for the quarter ended September 30, 2003.
|              |  |                                                                                                                                                                                                                             
|10.6.7        |  | Conveyance and Transfer Agreement, dated September 11, 2003, between McKerley Health Care Centers, Inc., Genesis Healthcare Corporation and ET Sub-Pleasant View, L.L.C.                                                     |  | Incorporated by reference to Exhibit 10.31 to ElderTrusts Quarterly Report on Form 10-Q for the quarter ended September 30, 2003.
|              |  |                                                                                                                                                                                                                             
|10.6.8.1      |  | Second Amendment to Lease Agreement (Berkshire), dated December 1, 2003, by and among ET Sub-Berkshire Limited Partnership and Assisted Living Associates of Berkshire, Inc.                                                 |  | Incorporated by reference to Exhibit 10.31 to ElderTrusts Quarterly Report on Form 10-Q for the quarter ended September 30, 2003.
|              |  |                                                                                                                                                                                                                             
|10.6.8.2      |  | Lease Guaranty and Suretyship Agreement (Berkshire), dated December 1, 2003, by Genesis Healthcare Corporation in favor of ET Sub-Berkshire Limited Partnership.                                                             |  | Incorporated by reference to Exhibit 10.6.8.2 to our Quarterly Report on Form 10-Q for the quarter ended March 31, 2004.          
|              |  |                                                                                                                                                                                                                             
|10.6.9.1      |  | Third Amendment to Lease Agreement (Lehigh), dated December 1, 2003, by and among ET Sub-Lehigh Limited Partnership and Assisted Living Associates of Lehigh, Inc.                                                           |  | Incorporated by reference to Exhibit 10.31 to ElderTrusts Quarterly Report on Form 10-Q for the quarter ended September 30, 2003.
|              |  |                                                                                                                                                                                                                             
|10.6.9.2      |  | Lease Guaranty and Suretyship Agreement (Lehigh), dated December 1, 2003, by Genesis Healthcare Corporation in favor of ET Sub-Lehigh Limited Partnership.                                                                   |  | Incorporated by reference to Exhibit 10.6.9.2 to our Quarterly Report on Form 10-Q for the quarter ended March 31, 2004.          
|              |  |                                                                                                                                                                                                                             
|10.6.10.1     |  | Second Amendment to Lease Agreement (Sanatoga), dated October 29, 2003, by and among ET Sub-Sanatoga Limited Partnership and Assisted Living Associates of Sanatoga, Inc.                                                    |  | Incorporated by reference to Exhibit 10.31 to ElderTrusts Quarterly Report on Form 10-Q for the quarter ended September 30, 2003.
|              |  |                                                                                                                                                                                                                             
|10.6.10.2     |  | Lease Guaranty and Suretyship Agreement (Sanatoga), dated October 29, 2003, by Genesis Healthcare Corporation in favor of ET Sub-Sanatoga Limited Partnership.                                                               |  | Incorporated by reference to Exhibit 10.31 to ElderTrusts Quarterly Report on Form 10-Q for the quarter ended September 30, 2003.
|              |  |                                                                                                                                                                                                                             
|10.6.11.1     |  | Second Amendment to Lease Agreement (Heritage Woods), dated October 29, 2003, by and among ET Sub-Heritage Woods, L.L.C. and Genesis Health Ventures of Massachusetts.                                                       |  | Incorporated by reference to Exhibit 10.31 to ElderTrusts Quarterly Report on Form 10-Q for the quarter ended September 30, 2003.
|              |  |                                                                                                                                                                                                                             
|10.6.11.2     |  | Lease Guaranty and Suretyship Agreement (Heritage Woods), dated October 29, 2003, by Genesis Healthcare Corporation in favor of ET Sub-Heritage Woods, LLC.                                                                  |  | Incorporated by reference to Exhibit 10.31 to ElderTrusts Quarterly Report on Form 10-Q for the quarter ended September 30, 2003.



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|              |  |                                                                                                                                                                                                                                                                                                             |  |                                                                                                                                   
|------------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ----------------------------------------------------------------------------------------------------------------------------------
|ExhibitNumber |  | Description of Document                                                                                                                                                                                                                                                                                     |  | Location of Document                                                                                                              
|10.6.12.1     |  | Third Amendment to Lease Agreement (Highgate), dated December 1, 2003, by and among ET Sub-Highgate, L.P. and Geriatric and Medical Services, Inc.                                                                                                                                                          |  | Incorporated by reference to Exhibit 10.31 to ElderTrusts Quarterly Report on Form 10-Q for the quarter ended September 30, 2003.
|              |  |                                                                                                                                                                                                                                                                                                            
|10.6.12.2     |  | Lease Guaranty and Suretyship Agreement (Highgate), dated December 1, 2003, by Genesis Healthcare Corporation in favor of ET Sub-Highgate, L.P.                                                                                                                                                             |  | Incorporated by reference to Exhibit 10.31 to ElderTrusts Quarterly Report on Form 10-Q for the quarter ended September 30, 2003.
|              |  |                                                                                                                                                                                                                                                                                                            
|10.6.13.1     |  | Second Amendment to Lease Agreement (Lopatcong), dated December 1, 2003, by and among ET Sub-Lopatcong, L.L.C. and Geriatric and Medical Services, Inc.                                                                                                                                                     |  | Incorporated by reference to Exhibit 10.31 to ElderTrusts Quarterly Report on Form 10-Q for the quarter ended September 30, 2003.
|              |  |                                                                                                                                                                                                                                                                                                            
|10.6.13.2     |  | Lease Guaranty and Suretyship Agreement (Lopatcong), dated December 1, 2003, by Genesis Healthcare Corporation in favor of ET Sub-Lopatcong, L.L.C.                                                                                                                                                         |  | Incorporated by reference to Exhibit 10.31 to ElderTrusts Quarterly Report on Form 10-Q for the quarter ended September 30, 2003.
|              |  |                                                                                                                                                                                                                                                                                                            
|10.7.1        |  | Credit and Guaranty Agreement dated as of April 26, 2006 among Ventas Realty, Limited Partnership, as borrower, Ventas, Inc. and the other guarantors named therein, as guarantors, Bank of
America, N.A., as Administrative Agent, Issuing Bank and Swing Line Lender, and the lenders identified therein. |  | Incorporated by reference to Exhibit 10.1 to Ventass Current Report on Form 8-K filed on May 2, 2006.                            
|              |  |                                                                                                                                                                                                                                                                                                            
|10.7.2        |  | Modification Agreement dated as of March 30, 2007 to Credit and Guaranty Agreement among Ventas Realty, the Guarantors and Lenders signatory thereto and Bank of America, N.A.                                                                                                                              |  | Incorporated by reference to Exhibit 10.1 to Ventas, Inc.s Quarterly Report on Form 10-Q for the quarter ended June 30, 2007.    
|              |  |                                                                                                                                                                                                                                                                                                            
|10.7.3        |  | First Amendment dated as of July 27, 2007 to Credit and Guaranty Agreement among Ventas Realty, the Guarantors and Lenders signatory thereto and Bank of America, N.A.                                                                                                                                      |  | Incorporated by reference to Exhibit 10.1 to Ventas, Inc.s Current Report on Form 8-K, filed on August 1, 2007.                  
|              |  |                                                                                                                                                                                                                                                                                                            
|21            |  | Subsidiaries of ElderTrust Operating Limited Partnership.                                                                                                                                                                                                                                                   |  | Incorporated by reference to Exhibit 21 to our Annual Report on Form 10-K for the year ended December 31, 2006.                   
|              |  |                                                                                                                                                                                                                                                                                                            
|23.1          |  | Consent of Ernst & Young LLP.                                                                                                                                                                                                                                                                               |  | Filed herewith.                                                                                                                   
|              |  |                                                                                                                                                                                                                                                                                                            
|23.2          |  | Consent of KPMG LLP as it relates to FC-GEN Acquisition, Inc.                                                                                                                                                                                                                                               |  | Filed herewith.                                                                                                                   
|              |  |                                                                                                                                                                                                                                                                                                            
|31.1          |  | Certification of Debra A. Cafaro, President and Chief Executive Officer of ElderTrust, general partner of ElderTrust Operating Limited Partnership, pursuant to Rule 13a-14(a) under the Exchange
Act.                                                                                                      |  | Filed herewith.                                                                                                                   
|              |  |                                                                                                                                                                                                                                                                                                            
|31.2          |  | Certification of Richard A. Schweinhart, Chief Financial Officer of ElderTrust, general partner of ElderTrust Operating Limited Partnership, pursuant to Rule 13a-14(a) under the Exchange Act.                                                                                                             |  | Filed herewith.                                                                                                                   
|              |  |                                                                                                                                                                                                                                                                                                            
|32.1          |  | Certification of Debra A. Cafaro, President and Chief Executive Officer of ElderTrust, general partner of ElderTrust Operating Limited Partnership, pursuant to Rule 13a-14(b) under the Exchange
Act and 18 U.S.C. 1350.                                                                                   |  | Filed herewith.                                                                                                                   
|              |  |                                                                                                                                                                                                                                                                                                            
|32.2          |  | Certification of Richard A. Schweinhart, Chief Financial Officer of ElderTrust, general partner of ElderTrust Operating Limited Partnership, pursuant to Rule 13a-14(b) under the Exchange Act and
18 U.S.C. 1350.                                                                                          |  | Filed herewith.                                                                                                                   
|              |  |                                                                                                                                                                                                                                                                                                            
|99.1          |  | Financial statements of FC-GEN Acquisition, Inc., parent company of Genesis HealthCare Corporation.                                                                                                                                                                                                         |  | Filed herewith.                                                                                                                   



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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: March 31, 2008



ElderTrust Operating Limited PartnershipBy:

ElderTrust, its general partnerBy:

/s/ Debra A. CafaroDebra A. CafaroPresident and Chief Executive Officer


Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been
signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.



|                                                  |  |                                                                                                                                                               |  |               
|------------------------------------------------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | --------------
|Signature                                         |  | Title                                                                                                                                                         |  | Date          
|                                                  |  |                                                                                                                                                              
|/s/ Debra A. Cafaro Debra A. Cafaro               |  | President and Chief Executive Officer of ElderTrust, general partner of ElderTrust Operating Limited Partnership (Principal Executive Officer)                |  | March 31, 2008
|                                                  |  |                                                                                                                                                              
|/s/ Richard A. Schweinhart Richard A. Schweinhart |  | Executive Vice President and Chief Financial Officer of ElderTrust, general partner of ElderTrust Operating Limited
Partnership (Principal Financial Officer) |  | March 31, 2008
|                                                  | 
|                                                  | 
|                                                  |  |                                                                                                                                                              
|/s/ Robert J. Brehl Robert J. Brehl               |  | Chief Accounting Officer of ElderTrust, general partner of ElderTrust Operating Limited Partnership (Principal Accounting Officer)                            |  | March 31, 2008
|                                                  | 
|                                                  |  |                                                                                                                                                              
|/s/ T. Richard Riney T. Richard Riney             |  | Trustee of ElderTrust, general partner of ElderTrust Operating Limited Partnership                                                                            |  | March 31, 2008
|                                                  | 



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EXHIBIT INDEX



|              |  |                                                                                                                                                                                                                                                                                                                                                                                                                     |  |                                                                                                                                                          
|------------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------
|ExhibitNumber |  | Description of Document                                                                                                                                                                                                                                                                                                                                                                                             |  | Location of Document                                                                                                                                     
|3.1           |  | Amended and Restated Certificate of Limited Partnership of ElderTrust Operating Limited Partnership.                                                                                                                                                                                                                                                                                                                |  | Incorporated by reference to Exhibit 3.8.1 to Amendment No. 1 to our Registration Statement on Form S-4, File No. 333-120642, filed on December 21, 2004.
|              |  |                                                                                                                                                                                                                                                                                                                                                                                                                    
|3.2.1         |  | Second Amended and Restated Agreement of Limited Partnership of ElderTrust Operating Limited Partnership.                                                                                                                                                                                                                                                                                                           |  | Incorporated by reference to Exhibit 10.1 to ElderTrusts Annual Report on Form 10-K for the year ended December 31, 1997.                               
|              |  |                                                                                                                                                                                                                                                                                                                                                                                                                    
|3.2.2         |  | Second Amendment to Second Amended and Restated Agreement of Limited Partnership of ElderTrust Operating Limited Partnership, dated October 13, 1999.                                                                                                                                                                                                                                                               |  | Incorporated by reference to Exhibit 10.44 to ElderTrusts Annual Report on Form 10-K for the year ended December 31, 1999.                              
|              |  |                                                                                                                                                                                                                                                                                                                                                                                                                    
|3.2.3         |  | Consent of General Partner and Third Amendment to Second Amended and Restated Agreement of Limited Partnership dated as of June 7, 2005.                                                                                                                                                                                                                                                                            |  | Incorporated by reference to Exhibit 4.1 to our Current Report on Form 8-K, filed on June 10, 2005.                                                      
|              |  |                                                                                                                                                                                                                                                                                                                                                                                                                    
|4.1.1         |  | Certificate of Designation for Class C (LIHTC) Units of ElderTrust Operating Limited Partnership.                                                                                                                                                                                                                                                                                                                   |  | Incorporated by reference to Exhibit 10.1 to ElderTrusts Quarterly Report on Form 10-Q for the quarter ended March 31, 1999.                            
|              |  |                                                                                                                                                                                                                                                                                                                                                                                                                    
|4.1.2         |  | Agreement of Class C (LIHTC) Unit Rights Modification, dated November 19, 2003, between ElderTrust Operating Limited Partnership, Norland Plastics Company, ET Sub-Falls-Washington Street, L.L.C.
and Ventas, Inc.                                                                                                                                                                                                 |  | Incorporated by reference to Exhibit 4.2 to our Quarterly Report on Form 10-Q for the quarter ended March 31, 2004.                                      
|              |  |                                                                                                                                                                                                                                                                                                                                                                                                                    
|4.2           |  | Supplemental Indenture dated as of February 20, 2004 among the newly-acquired Restricted Subsidiaries listed in Annex A thereto, as Guaranteeing Subsidiaries, Ventas Realty and Ventas Capital,
as Issuers, Ventas, Inc., Ventas LP Realty, L.L.C., Ventas Healthcare Properties, Inc. and Ventas TRS, as Guarantors, and U.S. Bank National Association, as Trustee, relating to the 83/4% Senior Notes due 2009. |  | Incorporated by reference to Exhibit 4.5.4 to Ventass Annual Report on Form 10-K for the year ended December 31, 2003.                                  
|              |  |                                                                                                                                                                                                                                                                                                                                                                                                                    
|4.3           |  | Supplemental Indenture dated as of February 20, 2004 among the newly-acquired Restricted Subsidiaries listed in Anex A thereto, as Guaranteeing Subsidiaries, Ventas Realty and Ventas Capital, as
Issuers, Ventas, Inc. Ventas LP Realty, L.L.C., Ventas Healthcare Properties, Inc. and Ventas TRS, as Guarantors, and U.S. Bank National Associations, as Trustees, relating to the 9% Senior Notes due 2012.    |  | Incorporated by reference to Exhibit 4.6.4 to Ventass Annual Report on Form 10-K for the year ended December 31, 2003.                                  
|              |  |                                                                                                                                                                                                                                                                                                                                                                                                                    
|4.4.1         |  | Indenture dated as of June 7, 2005 among Ventas Realty, Ventas Capital, the Guarantors named therein and U.S. Bank National Association, as Trustee, relating to the 63/4% Senior Notes due 2010.                                                                                                                                                                                                                   |  | Incorporated by reference to Exhibit 4.1 to Ventass Current Report on Form 8-K filed on June 13, 2005.                                                  
|              |  |                                                                                                                                                                                                                                                                                                                                                                                                                    
|4.4.2         |  | Supplemental Indenture dated as of June 21, 2005 among the Guaranteeing Subsidiaries named therein, Ventas Realty and Ventas Capital, as Issuers, the other Guarantors named therein and U.S. Bank
National Association, as Trustee.                                                                                                                                                                                |  | Incorporated by reference to Exhibit 4.13 to Ventass Quarterly Report on Form 10-Q for the quarter ended June 30, 2005.                                 
|              |  |                                                                                                                                                                                                                                                                                                                                                                                                                    
|4.5.1         |  | Indenture dated as of October 15, 2004, among Ventas Realty and Ventas Capital, as Issuers, the Guarantors named therein and U.S. Bank National Association, as Trustee, relating to the 65/8% Senior Notes due 2014.                                                                                                                                                                                               |  | Incorporated by reference to Exhibit 4.1 to Ventass Current Report on Form 8-K filed on October 15, 2004.                                               



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|              |  |                                                                                                                                                                                                                                                                                                                                |  |                                                                                                                                                          
|------------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------
|ExhibitNumber |  | Description of Document                                                                                                                                                                                                                                                                                                        |  | Location of Document                                                                                                                                     
|4.5.2         |  | Supplemental Indenture dated as of December 15, 2004 among Ventas Framingham, LLC and Ventas Management, LLC, as Guaranteeing Subsidiaries, Ventas Realty and Ventas Capital, as Issuers,
the other Guarantors named therein and U.S. Bank National Association, as Trustee.                                                   |  | Incorporated by reference to Exhibit 4.1.2 to Amendment No. 1 to our Registration Statement on Form S-4, File No. 333-120642, filed on December 21, 2004.
|              |  |                                                                                                                                                                                                                                                                                                                               
|4.6.1         |  | Indenture dated as of June 7, 2005 among Ventas Realty, Ventas Capital, the Guarantors named therein and U.S. Bank National Association, as Trustee, relating to the 71/8% Senior Notes due 2015.                                                                                                                              |  | Incorporated by reference to Exhibit 4.2 to Ventass Current Report on Form 8-K filed on June 13, 2005.                                                  
|              |  |                                                                                                                                                                                                                                                                                                                               
|4.6.2         |  | Supplemental Indenture dated as of June 21, 2005 among the Guaranteeing Subsidiaries named therein, Ventas Realty and Ventas Capital, as Issuers, the other Guarantors named therein and U.S. Bank
National Association, as Trustee.                                                                                           |  | Incorporated by reference to Exhibit 4.16 to Ventass Quarterly Report on Form 10-Q for the quarter ended June 30, 2005.                                 
|              |  |                                                                                                                                                                                                                                                                                                                               
|4.7.1         |  | Indenture dated as of December 9, 2005 among Ventas Realty, Ventas Capital, the Guarantors named therein and U.S. Bank National Association, as Trustee, relating to the 61/2% Senior Notes due 2016.                                                                                                                          |  | Incorporated by reference to Exhibit 4.1 to Ventass Current Report on Form 8-K filed on December 13, 2005.                                              
|              |  |                                                                                                                                                                                                                                                                                                                               
|4.7.2         |  | Supplemental Indenture dated as of December 21, 2005 among Ventas Finance I, Inc., Ventas Finance I, LLC, Ventas Specialty I, Inc. and Ventas Specialty I, LLC, as Guaranteeing Subsidiaries,
Ventas Realty and Ventas Capital, as Issuers, the other Guarantors named therein and U.S. Bank National Association, as Trustee. |  | Incorporated by reference to Exhibit 4.1.2 to our Registration Statement on Form S-4, File No. 333-131342.                                               
|              |  |                                                                                                                                                                                                                                                                                                                               
|4.8.1         |  | Indenture dated as of September 19, 2006 among Ventas, Inc., Ventas Realty and Ventas Capital, as Issuer(s), the Guarantors named therein and U.S. Bank National Association, as
Trustee.                                                                                                                                      |  | Incorporated by reference to Exhibit 4.1 to our Registration Statement on Form S-3, File No. 333-133115.                                                 
|              |  |                                                                                                                                                                                                                                                                                                                               
|4.8.2         |  | First Supplemental Indenture dated as of September 19, 2006 Ventas, Inc., Ventas Realty and Ventas Capital, as Issuer(s), the Guarantors named therein and U.S. Bank National Association, as
Trustee, relating to the 63/4% Senior Notes due 2017.                                                                            |  | Incorporated by reference to Exhibit 4.2 to Ventass Current Report on Form 8-K, filed on September 22, 2006.                                            
|              |  |                                                                                                                                                                                                                                                                                                                               
|4.8.3         |  | Supplemental Indenture dated as of November 21, 2006 among the Guaranteeing Subsidiaries named therein, Ventas Realty and Ventas Capital, as Issuers, and the other Guarantors named
therein.                                                                                                                                  |  | Incorporated by reference to Exhibit 4.10.3 to Ventass Annual Report on Form 10-K for the year ended December 31, 2006.                                 
|              |  |                                                                                                                                                                                                                                                                                                                               
|4.9.1         |  | Indenture dated as of December 1, 2006 among Ventas, Inc., as Issuer, the Subsidiary Guarantors named therein, as Guarantors, and U.S. Bank National Association, as Trustee                                                                                                                                                   |  | Incorporated by reference to Exhibit 4.1 to Ventass Current Report on Form 8-K, filed on December 6, 2006.                                              
|              |  |                                                                                                                                                                                                                                                                                                                               
|4.9.2         |  | Supplemental Indenture dated as of May 10, 2007 among Ventas, Inc., as Issuer, the other Subsidiary Guarantors named therein and U.S. Bank National Association, as Trustee.                                                                                                                                                   |  | Incorporated by reference to Exhibit 4.3 to Ventas, Inc.s Quarterly Report on Form 10-Q for the quarter ended June 30, 2007.                            
|              |  |                                                                                                                                                                                                                                                                                                                               
|4.10          |  | Schedule of Agreements Substantially Identical in All Material Respects to the Agreements Incorporated by Reference as Exhibits 4.2, 4.3, 4.4.2, 4.5.2, 4.6.2, 4.7.2, 4.8.3, and 4.9.2 to this
Annual Report on Form 10-K, pursuant to Instruction 2 to Item 601 of Regulation S-K                                             |  | Filed herewith.                                                                                                                                          
|              |  |                                                                                                                                                                                                                                                                                                                               
|10.1.1        |  | Option Agreement by and between D. Lee McCreary, Jr. and ElderTrust Operating Limited Partnership relating to interests in Vernon ALF, L.L.C.                                                                                                                                                                                  |  | Incorporated by reference to Exhibit 10.39 to ElderTrusts Annual Report on Form 10-K for the year ended December 31, 1999.                              



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##### Table of Contents

|              |  |                                                                                                                                                                                                                                                                                           |  |                                                                                                                                                                   
|------------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------
|ExhibitNumber |  | Description of Document                                                                                                                                                                                                                                                                   |  | Location of Document                                                                                                                                              
|10.1.2        |  | Assignment of Membership Interest, dated as of February 5, 2004, by and between D. Lee McCreary, Jr. and ElderTrust Operating Limited Partnership relating to interests in Vernon ALF,
L.L.C.                                                                                             |  | Incorporated by reference to Exhibit 10.1.1.2 to our Quarterly Report on Form 10-Q for the quarter ended March 31, 2004.                                          
|              |  |                                                                                                                                                                                                                                                                                          
|10.2.1        |  | Form of Minimum Rent Lease between ElderTrust Operating Limited Partnership and a consolidated subsidiary of Genesis Health Ventures, Inc.                                                                                                                                                |  | Incorporated by reference to Exhibit 10.22 to Amendment No. 4 to ElderTrusts Registration Statement on Form S-11 (File No. 333-37451).                           
|              |  |                                                                                                                                                                                                                                                                                          
|10.2.2        |  | Form of Percentage Rent Lease between ElderTrust Operating Limited Partnership and a consolidated subsidiary of Genesis Health Ventures, Inc.                                                                                                                                             |  | Incorporated by reference to Exhibit 10.23 to Amendment No. 4 to ElderTrusts Registration Statement on Form S-11 (File No. 333-37451), filed on January 20, 1998.
|              |  |                                                                                                                                                                                                                                                                                          
|10.3.1        |  | Assignment of Partnership Interest and Second Amendment to Agreement of Limited Partnership of ET Sub-Meridian Limited Partnership, L.L.P., dated September 25, 2002, by and among Toughkenamon,
L.L.C., ElderTrust Operating Limited Partnership and ET Meridian General Partner, L.L.C. |  | Incorporated by reference to Exhibit 2.1 to ElderTrusts Current Report on Form 8-K filed on October 10, 2002.                                                    
|              |  |                                                                                                                                                                                                                                                                                          
|10.3.2.1      |  | Option Agreement, dated as of September 25, 2002, by and between D. Lee McCreary, Jr. and ElderTrust Operating Limited Partnership relating to interests in Cabot ALF, L.L.C.                                                                                                             |  | Incorporated by reference to Exhibit 2.2 to ElderTrusts Current Report on Form 8-K filed on October 10, 2002.                                                    
|              |  |                                                                                                                                                                                                                                                                                          
|10.3.2.2      |  | Assignment of Membership Interest, dated as of February 5, 2004, by and between D. Lee McCreary, Jr. and ElderTrust Operating Limited Partnership relating to interests in Cabot ALF,
L.L.C.                                                                                              |  | Incorporated by reference to Exhibit 10.3.2.2 to our Quarterly Report on Form 10-Q for the quarter ended March 31, 2004.                                          
|              |  |                                                                                                                                                                                                                                                                                          
|10.3.3.1      |  | Option Agreement, dated as of September 25, 2002, by and between D. Lee McCreary, Jr. and ElderTrust Operating Limited Partnership relating to interests in Cleveland ALF, L.L.C.                                                                                                         |  | Incorporated by reference to Exhibit 2.3 to ElderTrusts Current Report on Form 8-K filed on October 10, 2002.                                                    
|              |  |                                                                                                                                                                                                                                                                                          
|10.3.3.2      |  | Assignment of Membership Interest, dated as of February 5, 2004, by and between D. Lee McCreary, Jr. and ElderTrust Operating Limited Partnership relating to interests in Cleveland ALF, L.L.C.                                                                                          |  | Incorporated by reference to Exhibit 10.3.3.2 to our Quarterly Report on Form 10-Q for the quarter ended March 31, 2004.                                          
|              |  |                                                                                                                                                                                                                                                                                          
|10.3.4.1      |  | Purchase Option, dated as of November 30, 1993, by and among the sellers identified therein, Heritage Associates Limited Partnership and MHC Acquisition Corporation.                                                                                                                     |  | Incorporated by reference to Exhibit 99.7 to ElderTrusts Current Report on Form 8-K filed on October 10, 2002.                                                   
|              |  |                                                                                                                                                                                                                                                                                          
|10.3.4.2      |  | Schedule of Omitted Meridian Purchase Options.                                                                                                                                                                                                                                            |  | Incorporated by reference to Exhibit 99.10 to ElderTrusts Current Report on Form 8-K filed on October 10, 2002.                                                  
|              |  |                                                                                                                                                                                                                                                                                          
|10.3.4.3      |  | First Amendment to Option Agreement, dated September 3, 1998, by and among the sellers identified therein, Heritage Meridian Limited Partnership and MHC Acquisition Corporation.                                                                                                         |  | Incorporated by reference to Exhibit 99.8 to ElderTrusts Current Report on Form 8-K filed on October 10, 2002.                                                   
|              |  |                                                                                                                                                                                                                                                                                          
|10.3.4.4      |  | Assignment of Option Agreement, dated September 3, 1998, between Meridian Healthcare, Inc. and ET Sub-Meridian Limited Partnership, L.L.P.                                                                                                                                                |  | Incorporated by reference to Exhibit 99.9 to ElderTrusts Current Report on Form 8-K filed on October 10, 2002.                                                   
|              |  |                                                                                                                                                                                                                                                                                          
|10.3.5.1      |  | Lease Agreement, dated as of November 30, 1993, by and between Heritage Associates Limited Partnership and MHC Acquisition Corporation.                                                                                                                                                   |  | Incorporated by reference to Exhibit 99.1 to ElderTrusts Current Report on Form 8-K filed on October 10, 2002.                                                   



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##### Table of Contents

|              |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |  |                                                                                                                  
|------------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | -----------------------------------------------------------------------------------------------------------------
|ExhibitNumber |  | Description of Document                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |  | Location of Document                                                                                             
|10.3.5.2      |  | Schedule of Omitted Meridian Lease Agreements.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |  | Incorporated by reference to Exhibit 99.6 to ElderTrusts Current Report on Form 8-K filed on October 10, 2002.  
|              |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|10.3.5.3      |  | Amendment No. 1 to Lease Agreement, dated as of August 1, 1994, by and between Heritage Associates Limited Partnership and Meridian Healthcare, Inc.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |  | Incorporated by reference to Exhibit 99.2 to ElderTrusts Current Report on Form 8-K filed on October 10, 2002.  
|              |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|10.3.5.4      |  | Amendment No. 2 to Lease Agreement, dated as of August 1, 1994, by and between Heritage Associates Limited Partnership and Meridian Healthcare, Inc.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |  | Incorporated by reference to Exhibit 99.3 to ElderTrusts Current Report on Form 8-K filed on October 10, 2002.  
|              |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|10.3.5.5      |  | Amendment No. 3 to Lease Agreement, dated as of September 3, 1998, by and between Heritage Associates Limited Partnership and ET Sub-Meridian Limited Partnership, L.L.P.                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |  | Incorporated by reference to Exhibit 99.4 to ElderTrusts Current Report on Form 8-K filed on October 10, 2002.  
|              |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|10.3.5.6      |  | Assignment of Lease Agreement, dated as of September 3, 1998, by and between Heritage Associates Limited Partnership and ET Sub-Meridian Limited Partnership, L.L.P.                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |  | Incorporated by reference to Exhibit 99.5 to ElderTrusts Current Report on Form 8-K filed on October 10, 2002.  
|              |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|10.3.6.1      |  | Sublease Agreement, dated September 3, 1998, by and between ET Sub-Meridian Limited Partnership, L.L.P., as Landlord, and Meridian Healthcare, Inc., as Tenant.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |  | Incorporated by reference to Exhibit 99.11 to ElderTrusts Current Report on Form 8-K filed on October 10, 2002. 
|              |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|10.3.6.2      |  | Schedule of Omitted Meridian Sublease Agreements.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |  | Incorporated by reference to Exhibit 99.12 to ElderTrusts Current Report on Form 8-K filed on October 10, 2002. 
|              |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|10.3.7        |  | Indemnification Consent and Acknowledgment Agreement, dated September 3, 1998, between ElderTrust Operating Limited Partnership and Genesis Health Ventures, Inc.                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |  | Incorporated by reference to Exhibit 10.4 to ElderTrusts Current Report on Form 8-K filed on September 18, 1998.
|              |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|10.3.8        |  | Guarantee Agreement, dated September 3, 1998, between ElderTrust Operating Limited Partnership and ET Sub-Meridian Limited Partnership, L.L.P. (f/k/a Meridian Healthcare, Inc.).                                                                                                                                                                                                                                                                                                                                                                                                                                                               |  | Incorporated by reference to Exhibit 10.5 to ElderTrusts Current Report on Form 8-K filed on September 18, 1998.
|              |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|10.4.1        |  | Amended and Restated Credit Agreement, dated August 30, 2002, by and among ElderTrust, ElderTrust Operating Limited Partnership, Various Banks and Wachovia Bank, National Association, as
administrative agent.                                                                                                                                                                                                                                                                                                                                                                                                                                |  | Incorporated by reference to Exhibit 99.1 to ElderTrusts Current Report on Form 8-K filed on September 13, 2002.
|              |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|10.4.2        |  | Master Agreement, dated November 27, 2000, between The Multicare Companies, Inc., Berks Nursing Homes, Inc., Lehigh Nursing Homes, Inc., Delm Nursing, Inc. and Genesis Eldercare Corp. and
ElderTrust and ElderTrust Operating Limited Partnership.                                                                                                                                                                                                                                                                                                                                                                                            |  | Incorporated by reference to Exhibit 99.5 to ElderTrusts Current Report on Form 8-K filed on December 11, 2000. 
|              |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|10.5          |  | Master Agreement, dated November 27, 2000, between Genesis Health Ventures, Inc., Meridian Healthcare, Inc., Volusia Meridian Limited Partnership, Wyncote Healthcare Corp., Philadelphia Avenue
Associates and Geriatric and Medical Services, Inc., Geriatric and Medical Companies, Inc. and Edella Street Associates and ElderTrust, ElderTrust Operating Limited Partnership, ET Sub-Meridian Limited Partnership, L.L.P., ET Sub-Rittenhouse Limited
Partnership, L.L.P., ET Sub-Windsor I, L.L.C. and ET Sub-Windsor II, L.L.C., ET Sub-Phillipsburg I, L.L.C., ET Sub-Highgate, L.P. and ET Sub-Willowbrook Limited Partnership, L.L.P. |  | Incorporated by reference to Exhibit 99.4 to ElderTrusts Current Report on Form 8-K filed on December 11, 2000. 
|              |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|10.6.1.1      |  | Letter of Intent, dated July 11, 2003, between ElderTrust Operating Limited Partnership and Genesis Health Ventures, Inc.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |  | Incorporated by reference to Exhibit 99.1 to ElderTrusts Current Report on Form 8-K filed on July 14, 2003.     



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##### Table of Contents

|              |  |                                                                                                                                                                                                                              |  |                                                                                                                                   
|------------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ----------------------------------------------------------------------------------------------------------------------------------
|ExhibitNumber |  | Description of Document                                                                                                                                                                                                      |  | Location of Document                                                                                                              
|10.6.1.2      |  | Master Agreement, dated as of September 11, 2003, between Genesis Health Ventures, Inc. and ElderTrust Operating Limited Partnership, including exhibits.                                                                    |  | Incorporated by reference to Exhibit 10.31 to ElderTrusts Quarterly Report on Form 10-Q for the quarter ended September 30, 2003.
|              |  |                                                                                                                                                                                                                             
|10.6.2        |  | Conveyance and Transfer Agreement, dated September 11, 2003, between Meridian Healthcare, Inc., Genesis Healthcare Corporation, ElderTrust, ElderTrust Operating Limited Partnership and ET
Meridian General Partner, L.L.C. |  | Incorporated by reference to Exhibit 10.31 to ElderTrusts Quarterly Report on Form 10-Q for the quarter ended September 30, 2003.
|              |  |                                                                                                                                                                                                                             
|10.6.3        |  | Conveyance and Transfer Agreement, dated September 11, 2003, between Edella Street Associates, Genesis Healthcare Corporation and ET Sub-Willowbrook Limited Partnership, L.L.P.                                             |  | Incorporated by reference to Exhibit 10.31 to ElderTrusts Quarterly Report on Form 10-Q for the quarter ended September 30, 2003.
|              |  |                                                                                                                                                                                                                             
|10.6.4        |  | Conveyance and Transfer Agreement, dated September 11, 2003, between Geriatric and Medical Services, Inc., Genesis Healthcare Corporation and ET Sub-Rittenhouse Limited Partnership,
L.L.P.                                 |  | Incorporated by reference to Exhibit 10.31 to ElderTrusts Quarterly Report on Form 10-Q for the quarter ended September 30, 2003.
|              |  |                                                                                                                                                                                                                             
|10.6.5        |  | Conveyance and Transfer Agreement, dated September 11, 2003, between Genesis Health Ventures of Wilkes-Barre, Inc., Genesis Healthcare Corporation and ET Sub-Riverview Ridge Limited Partnership,
L.L.P.                    |  | Incorporated by reference to Exhibit 10.31 to ElderTrusts Quarterly Report on Form 10-Q for the quarter ended September 30, 2003.
|              |  |                                                                                                                                                                                                                             
|10.6.6        |  | Conveyance and Transfer Agreement, dated September 11, 2003, between Geriatric and Medical Services, Inc., Genesis Healthcare Corporation and ET Sub-Phillipsburg I, L.L.C.                                                  |  | Incorporated by reference to Exhibit 10.31 to ElderTrusts Quarterly Report on Form 10-Q for the quarter ended September 30, 2003.
|              |  |                                                                                                                                                                                                                             
|10.6.7        |  | Conveyance and Transfer Agreement, dated September 11, 2003, between McKerley Health Care Centers, Inc., Genesis Healthcare Corporation and ET Sub-Pleasant View, L.L.C.                                                     |  | Incorporated by reference to Exhibit 10.31 to ElderTrusts Quarterly Report on Form 10-Q for the quarter ended September 30, 2003.
|              |  |                                                                                                                                                                                                                             
|10.6.8.1      |  | Second Amendment to Lease Agreement (Berkshire), dated December 1, 2003, by and among ET Sub-Berkshire Limited Partnership and Assisted Living Associates of Berkshire, Inc.                                                 |  | Incorporated by reference to Exhibit 10.31 to ElderTrusts Quarterly Report on Form 10-Q for the quarter ended September 30, 2003.
|              |  |                                                                                                                                                                                                                             
|10.6.8.2      |  | Lease Guaranty and Suretyship Agreement (Berkshire), dated December 1, 2003, by Genesis Healthcare Corporation in favor of ET Sub-Berkshire Limited Partnership.                                                             |  | Incorporated by reference to Exhibit 10.6.8.2 to our Quarterly Report on Form 10-Q for the quarter ended March 31, 2004.          
|              |  |                                                                                                                                                                                                                             
|10.6.9.1      |  | Third Amendment to Lease Agreement (Lehigh), dated December 1, 2003, by and among ET Sub-Lehigh Limited Partnership and Assisted Living Associates of Lehigh, Inc.                                                           |  | Incorporated by reference to Exhibit 10.31 to ElderTrusts Quarterly Report on Form 10-Q for the quarter ended September 30, 2003.
|              |  |                                                                                                                                                                                                                             
|10.6.9.2      |  | Lease Guaranty and Suretyship Agreement (Lehigh), dated December 1, 2003, by Genesis Healthcare Corporation in favor of ET Sub-Lehigh Limited Partnership.                                                                   |  | Incorporated by reference to Exhibit 10.6.9.2 to our Quarterly Report on Form 10-Q for the quarter ended March 31, 2004.          
|              |  |                                                                                                                                                                                                                             
|10.6.10.1     |  | Second Amendment to Lease Agreement (Sanatoga), dated October 29, 2003, by and among ET Sub-Sanatoga Limited Partnership and Assisted Living Associates of Sanatoga, Inc.                                                    |  | Incorporated by reference to Exhibit 10.31 to ElderTrusts Quarterly Report on Form 10-Q for the quarter ended September 30, 2003.
|              |  |                                                                                                                                                                                                                             
|10.6.10.2     |  | Lease Guaranty and Suretyship Agreement (Sanatoga), dated October 29, 2003, by Genesis Healthcare Corporation in favor of ET Sub-Sanatoga Limited Partnership.                                                               |  | Incorporated by reference to Exhibit 10.31 to ElderTrusts Quarterly Report on Form 10-Q for the quarter ended September 30, 2003.
|              |  |                                                                                                                                                                                                                             
|10.6.11.1     |  | Second Amendment to Lease Agreement (Heritage Woods), dated October 29, 2003, by and among ET Sub-Heritage Woods, L.L.C. and Genesis Health Ventures of Massachusetts.                                                       |  | Incorporated by reference to Exhibit 10.31 to ElderTrusts Quarterly Report on Form 10-Q for the quarter ended September 30, 2003.
|              |  |                                                                                                                                                                                                                             
|10.6.11.2     |  | Lease Guaranty and Suretyship Agreement (Heritage Woods), dated October 29, 2003, by Genesis Healthcare Corporation in favor of ET Sub-Heritage Woods, LLC.                                                                  |  | Incorporated by reference to Exhibit 10.31 to ElderTrusts Quarterly Report on Form 10-Q for the quarter ended September 30, 2003.



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##### Table of Contents

|              |  |                                                                                                                                                                                                                                                                                                             |  |                                                                                                                                   
|------------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ----------------------------------------------------------------------------------------------------------------------------------
|ExhibitNumber |  | Description of Document                                                                                                                                                                                                                                                                                     |  | Location of Document                                                                                                              
|10.6.12.1     |  | Third Amendment to Lease Agreement (Highgate), dated December 1, 2003, by and among ET Sub-Highgate, L.P. and Geriatric and Medical Services, Inc.                                                                                                                                                          |  | Incorporated by reference to Exhibit 10.31 to ElderTrusts Quarterly Report on Form 10-Q for the quarter ended September 30, 2003.
|              |  |                                                                                                                                                                                                                                                                                                            
|10.6.12.2     |  | Lease Guaranty and Suretyship Agreement (Highgate), dated December 1, 2003, by Genesis Healthcare Corporation in favor of ET Sub-Highgate, L.P.                                                                                                                                                             |  | Incorporated by reference to Exhibit 10.31 to ElderTrusts Quarterly Report on Form 10-Q for the quarter ended September 30, 2003.
|              |  |                                                                                                                                                                                                                                                                                                            
|10.6.13.1     |  | Second Amendment to Lease Agreement (Lopatcong), dated December 1, 2003, by and among ET Sub-Lopatcong, L.L.C. and Geriatric and Medical Services, Inc.                                                                                                                                                     |  | Incorporated by reference to Exhibit 10.31 to ElderTrusts Quarterly Report on Form 10-Q for the quarter ended September 30, 2003.
|              |  |                                                                                                                                                                                                                                                                                                            
|10.6.13.2     |  | Lease Guaranty and Suretyship Agreement (Lopatcong), dated December 1, 2003, by Genesis Healthcare Corporation in favor of ET Sub-Lopatcong, L.L.C.                                                                                                                                                         |  | Incorporated by reference to Exhibit 10.31 to ElderTrusts Quarterly Report on Form 10-Q for the quarter ended September 30, 2003.
|              |  |                                                                                                                                                                                                                                                                                                            
|10.7.1        |  | Credit and Guaranty Agreement dated as of April 26, 2006 among Ventas Realty, Limited Partnership, as borrower, Ventas, Inc. and the other guarantors named therein, as guarantors, Bank of
America, N.A., as Administrative Agent, Issuing Bank and Swing Line Lender, and the lenders identified therein. |  | Incorporated by reference to Exhibit 10.1 to Ventass Current Report on Form 8-K filed on May 2, 2006.                            
|              |  |                                                                                                                                                                                                                                                                                                            
|10.7.2        |  | Modification Agreement dated as of March 30, 2007 to Credit and Guaranty Agreement among Ventas Realty, the Guarantors and Lenders signatory thereto and Bank of America, N.A.                                                                                                                              |  | Incorporated by reference to Exhibit 10.1 to Ventas, Inc.s Quarterly Report on Form 10-Q for the quarter ended June 30, 2007.    
|              |  |                                                                                                                                                                                                                                                                                                            
|10.7.3        |  | First Amendment dated as of July 27, 2007 to Credit and Guaranty Agreement among Ventas Realty, the Guarantors and Lenders signatory thereto and Bank of America, N.A.                                                                                                                                      |  | Incorporated by reference to Exhibit 10.1 to Ventas, Inc.s Current Report on Form 8-K, filed on August 1, 2007.                  
|              |  |                                                                                                                                                                                                                                                                                                            
|21            |  | Subsidiaries of ElderTrust Operating Limited Partnership.                                                                                                                                                                                                                                                   |  | Incorporated by reference to our Annual Report on Form 10-K for the year ended December 31, 2006.                                 
|              |  |                                                                                                                                                                                                                                                                                                            
|23.1          |  | Consent of Ernst & Young LLP.                                                                                                                                                                                                                                                                               |  | Filed herewith.                                                                                                                   
|              |  |                                                                                                                                                                                                                                                                                                            
|23.2          |  | Consent of KPMG LLP as it relates to FC-GEN Acquisition, Inc.                                                                                                                                                                                                                                               |  | Filed herewith.                                                                                                                   
|              |  |                                                                                                                                                                                                                                                                                                            
|31.1          |  | Certification of Debra A. Cafaro, President and Chief Executive Officer of ElderTrust, general partner of ElderTrust Operating Limited Partnership, pursuant to Rule 13a-14(a) under the Exchange
Act.                                                                                                      |  | Filed herewith.                                                                                                                   
|              |  |                                                                                                                                                                                                                                                                                                            
|31.2          |  | Certification of Richard A. Schweinhart, Chief Financial Officer of ElderTrust, general partner of ElderTrust Operating Limited Partnership, pursuant to Rule 13a-14(a) under the Exchange Act.                                                                                                             |  | Filed herewith.                                                                                                                   
|              |  |                                                                                                                                                                                                                                                                                                            
|32.1          |  | Certification of Debra A. Cafaro, President and Chief Executive Officer of ElderTrust, general partner of ElderTrust Operating Limited Partnership, pursuant to Rule 13a-14(b) under the Exchange
Act and 18 U.S.C. 1350.                                                                                   |  | Filed herewith.                                                                                                                   
|              |  |                                                                                                                                                                                                                                                                                                            
|32.2          |  | Certification of Richard A. Schweinhart, Chief Financial Officer of ElderTrust, general partner of ElderTrust Operating Limited Partnership, pursuant to Rule 13a-14(b) under the Exchange Act and
18 U.S.C. 1350.                                                                                          |  | Filed herewith.                                                                                                                   
|              |  |                                                                                                                                                                                                                                                                                                            
|99.1          |  | Financial statements of FC-GEN Acquisition, Inc., parent company of Genesis HealthCare Corporation.                                                                                                                                                                                                         |  | Filed herewith.                                                                                                                   



62