Third Supplemental Indenture



 Exhibit 4.1.3 
 Execution Version 
 THIS THIRD SUPPLEMENTAL INDENTURE (this
“Supplemental Indenture”), dated as of December 29, 2011, is made by and among Aviv Healthcare Properties Limited Partnership, a Delaware limited partnership (the “Partnership”), and Aviv Healthcare Capital
Corporation, a Delaware corporation (each, an “Issuer”, and together, the “Issuers”), Aviv REIT, Inc., a Maryland corporation (the “Parent”), as Guarantor, the other Subsidiary Guarantors named in the
Indenture (as defined herein) (the “Subsidiary Guarantors”), the entities listed on Schedule I hereto (the “New Guarantors”), as Subsidiary Guarantors, and The Bank of New York Mellon Trust Company, N.A., a
national banking association organized and existing under the laws of the United States of America, as Trustee (the “Trustee”). 
 WITNESSETH 
 WHEREAS, the Issuers, the Parent and the
Subsidiary Guarantors have heretofore executed and delivered to the Trustee an indenture dated as of February 4, 2011, as supplemented by that certain First Supplemental Indenture dated as of March 22, 2011 and that certain Second
Supplemental Indenture dated as of November 1, 2011 (the “Indenture”), providing for the issuance of the Issuers’
7  3/4% Senior Notes due 2019 (the
“Notes”); 
 WHEREAS, on the date hereof, the New Guarantors, which constitute Restricted Subsidiaries
that are not Subsidiary Guarantors, became co-borrowers with respect to the Acquisition Line and Term Loan; 
 WHEREAS, the
Parent desires to elect, in its sole discretion pursuant to Section 4.14 of the Indenture, to cause the New Guarantors to guarantee the Notes; 
 WHEREAS, the Parent, the Issuers and the Subsidiary Guarantors desire to supplement the Indenture in order to, among other things, provide for the guarantee of the Notes by the New Guarantors; 

WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee is authorized to execute and deliver this Supplemental Indenture;
and 
 WHEREAS, all the conditions and requirements necessary to make this Supplemental Indenture a valid, binding and legal
instrument in accordance with its terms have been performed and fulfilled by the parties hereto and the execution and delivery thereof have been in all respects duly authorized by the parties hereto. 

NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby
acknowledged, the Issuers, the Parent, the Subsidiary Guarantors, the New Guarantors and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes as follows: 

1. Capitalized Terms. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.

 2. Agreement to Guarantee. Each New Guarantor hereby agrees to unconditionally and irrevocably guarantee, jointly and
severally, to each Holder and to the Trustee and its 







 
successors and assigns, the Guaranteed Obligations, on and subject to the terms, conditions and limitations set forth in the Indenture, including but not limited to Article Ten thereof, and to
perform all of the obligations and agreements of a Guarantor under the Indenture as if named as a Guarantor thereunder. 
 3.
New York Law to Govern. THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO CONFLICTS OF LAW PRINCIPLES TO THE EXTENT THAT THE APPLICATION OF THE LAWS
OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY. 
 4. Counterparts. All parties may sign any number of copies of this
Supplemental Indenture. Each signed copy or counterpart shall be an original, but all of them together shall represent the same agreement. Delivery of an executed counterpart of a signature page to this Supplemental Indenture by facsimile, .pdf
transmission, email or other electronic means shall be effective as delivery of a manually executed counterpart. 
 5. Effect
of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof. 

*        *        * 

  
 2 








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

			
	 AVIV HEALTHCARE PROPERTIES
 LIMITED PARTNERSHIP, as Issuer

		
	By:	 	Aviv REIT, Inc., its general partner
		
	By:	 	 /s/ Steven J. Insoft

	Name:	 	Steven J. Insoft
	Title:	 	Chief Financial Officer and Treasurer
	
	AVIV HEALTHCARE CAPITAL CORPORATION, as Issuer
		
	By:	 	 /s/ Steven J. Insoft

	Name:	 	Steven J. Insoft
	Title:	 	Chief Financial Officer and Treasurer
	
	AVIV REIT, INC., as Parent and a Guarantor
		
	By:	 	 /s/ Steven J. Insoft

	Name:	 	Steven J. Insoft
	Title:	 	Chief Financial Officer and Treasurer
	
	AVIV OP LIMITED PARTNER, L.L.C. and
	 AVIV ASSET MANAGEMENT, L.L.C.,
 as Subsidiary Guarantors

	
	 By: Aviv Healthcare Properties Limited
 Partnership, their sole member

		
	By:	 	Aviv REIT, Inc., its general partner
		
	By:	 	 /s/ Steven J. Insoft

	Name:	 	Steven J. Insoft
	Title:	 	Chief Financial Officer and Treasurer


 Third Supplemental Indenture 







 
			
	AVIV HEALTHCARE PROPERTIES OPERATING PARTNERSHIP I, L.P.,
	as a Subsidiary Guarantor
	
	 By: Aviv Healthcare Properties Limited
 Partnership, its general partner

		
	By:	 	Aviv REIT, Inc., its general partner
		
	By:	 	 /s/ Steven J. Insoft

	Name:	 	Steven J. Insoft
	Title:	 	Chief Financial Officer and Treasurer
	
	AVIV FINANCING I, L.L.C.,
	 AVIV FINANCING II, L.L.C.,
 AVIV FINANCING III, L.L.C.,
 AVIV FINANCING IV, L.L.C. and

AVIV FINANCING V, L.L.C.,
 as
Subsidiary Guarantors




	
	By: Aviv Healthcare Properties Operating Partnership I, L.P., their sole member
	
	 By: Aviv Healthcare Properties Limited
 Partnership, its general partner

		
	By:	 	Aviv REIT, Inc., its general partner
		
	By:	 	 /s/ Steven J. Insoft

	Name:	 	Steven J. Insoft
	Title:	 	Chief Financial Officer and Treasurer


 Third Supplemental Indenture 







 
			
	The entities listed on Schedule II hereto,
	as Subsidiary Guarantors
		
	By:	 	Aviv Financing I, L.L.C., their sole member
	
	By: Aviv Healthcare Properties Operating Partnership I, L.P., its sole member
	
	 By: Aviv Healthcare Properties Limited
 Partnership, its general partner

		
	By:	 	Aviv REIT, Inc., its general partner
		
	By:	 	 /s/ Steven J. Insoft

	Name:	 	Steven J. Insoft
	Title:	 	Chief Financial Officer and Treasurer
	
	 The entities listed on Schedule III hereto,
 as Subsidiary Guarantors


		
	By:	 	Aviv Financing II, L.L.C., their sole member
	
	By: Aviv Healthcare Properties Operating Partnership I, L.P., its sole member
	
	 By: Aviv Healthcare Properties Limited
 Partnership, its general partner

		
	By:	 	Aviv REIT, Inc., its general partner
		
	By:	 	 /s/ Steven J. Insoft

	Name:	 	Steven J. Insoft
	Title:	 	Chief Financial Officer and Treasurer


 Third Supplemental Indenture 







 
			
	The entities listed on Schedule IV hereto,
	as Subsidiary Guarantors
		
	By:	 	Aviv Financing IV, L.L.C., their sole member
	
	By: Aviv Healthcare Properties Operating Partnership I, L.P., its sole member
	
	 By: Aviv Healthcare Properties Limited
 Partnership, its general partner

		
	By:	 	Aviv REIT, Inc., its general partner
		
	By:	 	 /s/ Steven J. Insoft

	Name:	 	Steven J. Insoft
	Title:	 	Chief Financial Officer and Treasurer
	
	 PENNSYLVANIA HEALTHCARE PROPERTIES, L.L.C.,
 as a Subsidiary Guarantor

		
	By:	 	Aviv Financing V, L.L.C., its sole member
	
	By: Aviv Healthcare Properties Operating Partnership I, L.P., its sole member
	
	 By: Aviv Healthcare Properties Limited
 Partnership, its general partner

		
	By:	 	Aviv REIT, Inc., its general partner
		
	By:	 	 /s/ Steven J. Insoft

	Name:	 	Steven J. Insoft
	Title:	 	Chief Financial Officer and Treasurer


 Third Supplemental Indenture 







 
			
	 THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.,
 as Trustee,

		
	By:	 	 /s/ R. Tarnas

	Name:	 	R. Tarnas
	Title:	 	Vice President


 Third Supplemental Indenture 







 Schedule I 
 New Guarantors 
 Biglerville Road, L.L.C., a Delaware limited liability company 

Commerce Sterling Hart Drive, L.L.C., a Delaware limited liability company 
 Conroe Rigby Owen Road, L.L.C., a Delaware limited liability company 
 Crooked River Road, L.L.C.,
a Delaware limited liability company 
 Cuyahoga Falls Property, L.L.C., a Delaware limited liability company 

Darien ALF Property, L.L.C., a Delaware limited liability company 
 East Rollins Street, L.L.C., a Delaware limited liability company 
 Fredericksburg South Adams
Street, L.L.C., a Delaware limited liability company 
 Gardnerville Property, L.L.C., a Delaware limited liability company 

Jasper Springhill Street, L.L.C., a Delaware limited liability company 
 McCarthy Street Property, L.L.C., a Delaware limited liability company 
 Ohio Aviv Three, L.L.C., a
Delaware limited liability company 
 Ohio Aviv Two, L.L.C., a Delaware limited liability company 

Peabody Associates Two, L.L.C., a Delaware limited liability company 
 Pennsylvania Healthcare Properties, L.L.C., a Delaware limited liability company 
 Sandalwood
Arkansas Property, L.L.C., a Delaware limited liability company 
 Sedgwick Properties, L.L.C., a Delaware limited liability company 

Southern California Nevada, L.L.C., a Delaware limited liability company 







 Schedule II 
 Subsidiaries of Aviv Financing I, L.L.C. 
 Alamogordo Aviv, L.L.C. 

Arma Yates, L.L.C. 
 Aviv Liberty, L.L.C.

 Avon Ohio, L.L.C. 
 Benton Harbor,
L.L.C. 
 California Aviv Two, L.L.C. 

California Aviv, L.L.C. 
 Chenal Arkansas, L.L.C.

 Chippewa Valley, L.L.C. 
 Clayton
Associates, L.L.C. 
 Columbia View Associates, L.L.C. 
 Columbus Texas Aviv, L.L.C. 
 Columbus Western Avenue, L.L.C. 

Commerce Nursing Homes, L.L.C. 
 Denison Texas,
L.L.C. 
 Falfurrias Texas, L.L.C. 

Florence Heights Associates, L.L.C. 
 Freewater
Oregon, L.L.C. 
 Fullerton California, L.L.C. 
 Gardnerville Property, L.L.C. 
 Great Bend Property, L.L.C. 

Heritage Monterey Associates, L.L.C. 
 Highland
Leasehold, L.L.C. 
 Hobbs Associates, L.L.C. 
 Hot Springs Aviv, L.L.C. 
 Houston Texas Aviv, L.L.C. 

Hutchinson Kansas, L.L.C. 
 Kansas Five Property,
L.L.C. 
 Manor Associates, L.L.C. 

Massachusetts Nursing Homes, L.L.C. 
 McCarthy
Street Property, L.L.C. 
 Missouri Regency Associates, L.L.C. 
 Mt. Vernon Texas, L.L.C. 
 Murray County, L.L.C. 

N.M. Bloomfield Three Plus One Limited Company 

N.M. Espanola Three Plus One Limited Company 

N.M. Lordsburg Three Plus One Limited Company 

N.M. Silver City Three Plus One Limited Company 

Ohio Pennsylvania Property, L.L.C. 
 Omaha
Associates, L.L.C. 
 Orange ALF Property, L.L.C. 
 Peabody Associates, L.L.C. 
 Raton Property Limited Company 







 Red Rocks, L.L.C. 
 Riverside Nursing Home Associates, L.L.C. 
 Sandalwood Arkansas Property, L.L.C. 

Santa Ana-Bartlett, L.L.C. 
 Savoy/Bonham
Venture, L.L.C. 
 Skyview Associates, L.L.C. 
 Southern California Nevada, L.L.C. 
 Tujunga, L.L.C. 

VRB Aviv, L.L.C. 
 Washington-Oregon Associates,
L.L.C. 
 Wheeler Healthcare Associates, L.L.C. 
 Willis Texas Aviv, L.L.C. 
 Yuba Aviv, L.L.C. 







 Schedule III 
 Subsidiaries of Aviv Financing II, L.L.C. 
 Arkansas Aviv, L.L.C. 

Aviv Foothills, L.L.C. 
 Belleville Illinois,
L.L.C. 
 Bellingham II Associates, L.L.C. 
 BHG Aviv, L.L.C. 
 Biglerville Road, L.L.C. 

Bonham Texas, L.L.C. 
 Camas Associates, L.L.C.

 Chatham Aviv, L.L.C. 
 Clarkston
Care, L.L.C. 
 Colonial Madison Associates, L.L.C. 
 Commerce Sterling Hart Drive, L.L.C. 
 Conroe Rigby Owen Road, L.L.C. 

CR Aviv, L.L.C. 
 Crooked River Road, L.L.C.

 Cuyahoga Falls Property, L.L.C. 

Darien ALF Property, L.L.C. 
 East Rollins
Street, L.L.C. 
 Effingham Associates, L.L.C. 
 Elite Mattoon, L.L.C. 
 Elite Yorkville, L.L.C. 

Fountain Associates, L.L.C. 
 Four Fountains
Aviv, L.L.C. 
 Fredericksburg South Adams Street, L.L.C. 
 Giltex Care, L.L.C. 
 HHM Aviv, L.L.C. 
 Hidden Acres Property, L.L.C. 
 Idaho Associates, L.L.C. 

Jasper Springhill Street, L.L.C. 
 Karan
Associates, L.L.C. 
 Karan Associates Two, L.L.C. 
 KB Northwest Associates, L.L.C. 
 Mansfield Aviv, L.L.C. 

Minnesota Associates, L.L.C. 
 Monterey Park
Leasehold Mortgage, L.L.C. 
 Newtown ALF Property, L.L.C. 
 Northridge Arkansas, L.L.C. 
 Norwalk ALF Property, L.L.C. 

Oakland Nursing Homes, L.L.C. 
 October
Associates, L.L.C. 
 Ogden Associates, L.L.C. 
 Ohio Aviv, L.L.C. 
 Ohio Aviv Three, L.L.C. 







 Ohio Aviv Two, L.L.C. 
 Oregon Associates, L.L.C. 
 Peabody Associates Two, L.L.C. 

Prescott Arkansas, L.L.C. 
 Salem Associates,
L.L.C. 
 San Juan NH Property, L.L.C. 

Santa Fe Missouri Associates, L.L.C. 
 Searcy
Aviv, L.L.C. 
 Sedgwick Properties, L.L.C. 
 Skagit Aviv, L.L.C. 
 Southeast Missouri Property, L.L.C. 

Star City Arkansas, L.L.C. 
 Sun-Mesa Properties,
L.L.C. 
 Wellington Leasehold, L.L.C. 

West Pearl Street, L.L.C. 
 Woodland Arkansas,
L.L.C. 
 Xion, L.L.C. 







 Schedule IV 
 Subsidiaries of Aviv Financing IV, L.L.C. 
 Burton NH Property, L.L.C. 

Casa/Sierra California Associates, L.L.C. 

Kingsville Texas, L.L.C. 
 Missouri Associates,
L.L.C. 
 Montana Associates, L.L.C. 

Orange, L.L.C. 
 Pomona Vista, L.L.C. 

Richland Washington, L.L.C. 
 Rose Baldwin Park
Property, L.L.C. 
 Watauga Associates, L.L.C.