Exhibit 4.2


 


FIFTH SUPPLEMENTAL INDENTURE




by and among




Ventas Realty, Limited Partnership, as Issuer,


Ventas, Inc., as Guarantor




and




U.S. Bank National Association,


as Trustee


$650,000,000


3.000% Senior Notes due 2030


 


 






 


Dated as of August 21, 2019


 


Supplement to Indenture dated as of February
23, 2018 (Senior Debt Securities)


 






     


     


    

 


TABLE OF CONTENTS


 





	 	 	Page
	ARTICLE I CREATION OF THE SECURITIES 	2
	 	 	 
	Section 1.01	Designation of the Series; Securities Guarantee	2
	Section 1.02	Form of Notes	2
	Section 1.03	No Limit on Amount of Notes	2
	Section 1.04	Ranking	2
	Section 1.05	Certificate of Authentication	2
	Section 1.06	No Sinking Fund	2
	Section 1.07	No Additional Amounts	2
	Section 1.08	Definitions	2
	 	 	 
	ARTICLE II THE SECURITIES	8
	 	 	 
	Section 2.01	Amendment to Article 2	8
	 	 	 
	ARTICLE III REDEMPTION	8
	 	 	 
	Section 3.01	Amendment to Article 3	8
	 	 	 
	ARTICLE IV COVENANTS	9
	 	 	 
	Section 4.01	Amendments to Article 4	9
	 	 	 
	ARTICLE V SUCCESSORS	12
	 	 	 
	Section 5.01	Amendments to Article 5	12
	 	 	 
	ARTICLE VI DEFAULTS AND REMEDIES	13
	 	 	 
	Section 6.01	Amendments to Article 6	13
	 	 	 
	ARTICLE VII TRUSTEE	15
	 	 	 
	Section 7.01	Amendments to Article 7	15
	 	 	 
	ARTICLE VIII LEGAL DEFEASANCE AND COVENANT DEFEASANCE	15
	 	 	 
	Section 8.01	Applicability of Defeasance Provisions	15
	Section 8.02	Determinations Under Section 8.03	15
	Section 8.03	Determination Under Section 8.07	15
	Section 8.04	Amendments to Article 8	15
	 	 	 
	ARTICLE IX GUARANTEES	15
	 	 	 
	Section 9.01	Applicability of Guarantee Provisions	15
	 	 	 
	ARTICLE X MISCELLANEOUS	16
	 	 	 
	Section 10.01	Determination Under Section 13.10	16
	Section 10.02	Application of Fifth Supplemental Indenture; Ratification	16
	Section 10.03	Benefits of Fifth Supplemental Indenture	16
	Section 10.04	Effective Date	16
	Section 10.05	Governing Law	16
	Section 10.06	Counterparts	16
	 	 	 
	SCHEDULE 1	Real Estate Revenues	 
	 	 	 
	EXHIBIT A	Form of Note	 







 






     


     


    





 


THIS FIFTH SUPPLEMENTAL INDENTURE, dated as
of August 21, 2019 (the “Fifth Supplemental Indenture”), is by and among Ventas Realty, Limited Partnership,
a Delaware limited partnership (the “Issuer”), Ventas, Inc., a Delaware corporation, and U.S. Bank National
Association, having a Corporate Trust Office at 425 Walnut ML CN WN 06 CT, Cincinnati, Ohio 45202, as Trustee (the “Trustee”),
under the Indenture (as defined below).


 


WHEREAS, Ventas, Inc., the Issuer and the
Trustee are parties to that certain indenture dated as of February 23, 2018 (the “Base Indenture” and, together
with this Fifth Supplemental Indenture, as amended and supplemented from time to time, the “Indenture”), providing
for the issuance by Ventas, Inc. or by the Issuer together from time to time of their respective senior debt securities in one
or more series (the “Securities”);


 


WHEREAS, Sections 2.01, 2.02 and 9.01 of the
Base Indenture provide, among other things, that, without the consent of the Holders of the Securities, one or more indentures
supplemental to the Base Indenture may be entered into to establish the form or terms of Securities of any series or to change
or eliminate any of the provisions of the Base Indenture; provided that any such change or elimination shall become effective
only when there is no Security Outstanding of any series created prior to the execution of such supplemental indenture which is
entitled to the benefit of such provisions;


 


WHEREAS, the Issuer, acting in its capacity
as issuer under the Base Indenture, desires to issue a series of its Securities under the Base Indenture, and has duly authorized
the creation and issuance of such series of Securities and the execution and delivery of this Fifth Supplemental Indenture to establish
such series of Securities, to modify certain terms of the Base Indenture as they apply to such series of Securities and to provide
certain additional provisions in respect of such Securities as hereinafter described;


 


WHEREAS, the Issuer desires to issue such
Securities with the benefit of a Securities Guarantee provided by Ventas, Inc. on the terms set forth in the Indenture;


 


WHEREAS, the Issuer, Ventas, Inc. and the
Trustee deem it advisable to enter into this Fifth Supplemental Indenture for the purposes of establishing the terms of such series
of Securities and the related Securities Guarantee, and providing for the rights, obligations and duties of the Trustee with respect
to such Securities;


 


WHEREAS, concurrently with the execution hereof,
the Issuer has delivered to the Trustee an Officers’ Certificate and has caused its counsel to deliver to the Trustee an
Opinion of Counsel or a reliance letter upon an Opinion of Counsel satisfying the requirements of Section 2.03 of the Base Indenture;
and


 


WHEREAS, all conditions and requirements of
the Base Indenture necessary to make this Fifth Supplemental Indenture a valid, binding and legal instrument, enforceable in accordance
with its terms, have been performed and fulfilled by the parties hereto, and the execution and delivery hereof have been in all
respects duly authorized by the parties hereto.


 


NOW, THEREFORE, for and in consideration of
the premises and agreements herein contained, it is mutually covenanted and agreed, for the equal and proportionate benefit of
all Holders of the Securities of such series established hereby, as follows:





 






    1


     


    

 


ARTICLE I


 


CREATION OF THE SECURITIES



 


Section 1.01     Designation of the Series;
Securities Guarantee.


 


(a)       The
changes, modifications and supplements to the Base Indenture effected by this Fifth Supplemental Indenture shall be applicable
only with respect to, and govern the terms of, the Notes (as defined below), which shall not apply to any other Securities that
have been or may be issued under the Base Indenture, unless a supplemental indenture with respect to such other Securities specifically
incorporates such changes, modifications and supplements. Pursuant to the terms hereof and Sections 2.01 and 2.02 of the Base Indenture,
the Issuer hereby creates a series of Securities designated as the “3.000% Senior Notes due 2030” (the “Notes”),
which Notes shall be deemed “Securities” for all purposes under the Base Indenture. Except as otherwise provided
in the Base Indenture, the Notes shall form their own series for voting purposes and shall not be part of the same class or series
as any other Securities issued by the Issuer or by Ventas, Inc.


 


(b)       Each
of the Notes will be guaranteed by the Guarantor in accordance with Article 10 of the Base Indenture and Article IX of this Fifth
Supplemental Indenture.


 


Section 1.02     Form of Notes. The
Notes will be issued in permanent global form as one or more Global Securities substantially in the form set forth in Exhibit
A attached hereto, which is incorporated herein and made a part hereof. The Notes shall bear interest, be payable and have
such other terms as are stated in such form of global Note or in the Indenture. The stated maturity of the principal of the Notes
shall be January 15, 2030.


 


Section 1.03     No Limit on Amount of Notes.
The Trustee shall authenticate and deliver on the Issue Date under the Indenture Notes for original issue in an aggregate principal
amount of up to $650,000,000. Notwithstanding the foregoing, the aggregate principal amount of the Notes that may be authenticated
and delivered under the Indenture shall be unlimited, subject to the covenants set forth in the Indenture, including under Section
4.10 hereof; provided, that the terms of all Notes issued under this Fifth Supplemental Indenture (other than the date of
issuance, the issuance price, and the initial Interest Payment Date) shall be the same. The Issuer may, upon the execution and
delivery of this Fifth Supplemental Indenture or from time to time thereafter, execute and deliver the Notes to the Trustee for
authentication, and the Trustee shall thereupon authenticate and deliver said Notes upon an Authentication Order and delivery of
an Officers’ Certificate and Opinion of Counsel as contemplated by Section 2.03 of the Base Indenture, without further action
by the Issuer.


 


Section 1.04     Ranking. The Notes
will be the Issuer’s unsecured and unsubordinated obligations and rank equal in right of payment with all of the Issuer’s
existing and future unsecured and unsubordinated indebtedness.


 


Section 1.05     Certificate of Authentication.
The Trustee shall authenticate the Notes by executing the Global Security substantially as provided in the form of Note attached
hereto as Exhibit A.


 


Section 1.06     No Sinking Fund. No
sinking fund will be provided with respect to the Notes (notwithstanding any provisions of the Base Indenture with respect to sinking
fund obligations).


 


Section 1.07     No Additional Amounts.
No Additional Amounts will be payable with respect to the Notes (notwithstanding any provisions of the Base Indenture with respect
to Additional Amount obligations).


 


Section 1.08     Definitions.


 


(a)       Capitalized
terms used herein and not otherwise defined herein shall have the respective meanings assigned thereto in the Base Indenture.


 


(b)       Solely
for purposes of this Fifth Supplemental Indenture and the Notes, the following definitions in Section 1.01 of the Base Indenture
are hereby amended in their entirety to read as follows:


 






    2


     


    

 


“Business Day” means any
day other than a Saturday or Sunday or a day on which banking institutions in The City of New York are required or authorized to
close.


 


(c)       Solely
for purposes of this Fifth Supplemental Indenture and the Notes, the following terms shall have the indicated meanings:


 


“Consolidated EBITDA” means,
for any period of time, the net income (loss) of Ventas, Inc. and its Subsidiaries, determined on a consolidated basis in accordance
with GAAP for such period, before deductions for (without duplication):


 


(1)       Interest
Expense;


 


(2)       taxes;


 


(3)       depreciation,
amortization and all other non-cash items, as determined reasonably and in good faith by Ventas, Inc., deducted in arriving at
net income (loss);


 


(4)       extraordinary
items;


 


(5)       non-recurring
items or other unusual items, as determined reasonably and in good faith by Ventas, Inc. (including, without limitation, all prepayment
penalties and all costs or fees incurred in connection with any debt financing or amendment thereto, acquisition, disposition,
recapitalization or similar transaction (regardless of whether such transaction is completed));


 


(6)       noncontrolling
interests;


 


(7)       income
or expense attributable to transactions involving derivative instruments that do not qualify for hedge accounting in accordance
with GAAP; and


 


(8)       gains
or losses on dispositions of depreciable real estate investments, property valuation losses and impairment charges.


 


For purposes of calculating Consolidated EBITDA,
all amounts shall be as determined reasonably and in good faith by Ventas, Inc. and in accordance with GAAP, except to the extent
that GAAP is not applicable with respect to the determination of all non-cash and non-recurring items.


 


“Consolidated Financial Statements”
means, with respect to any Person, collectively, the consolidated financial statements and notes to those financial statements,
of that Person and its Subsidiaries prepared in accordance with GAAP.


 


“Contingent Liabilities of Ventas,
Inc. and Subsidiaries” means, as of any date, those liabilities of Ventas, Inc. and its Subsidiaries consisting of (without
duplication) indebtedness for borrowed money, as determined in accordance with GAAP, that are or would be stated and quantified
as contingent liabilities in the notes to the Consolidated Financial Statements of Ventas, Inc. as of the date of determination.


 


“Debt” means, as of any
date (without duplication), (1) all indebtedness and liabilities for borrowed money, secured or unsecured, of Ventas, Inc. and
its Subsidiaries, including mortgages and other notes payable (including the Notes to the extent outstanding from time to time),
but excluding any indebtedness, including mortgages and other notes payable, which is secured by cash, cash equivalents or marketable
securities or defeased (it being understood that cash collateral shall be deemed to include cash deposited with a trustee with
respect to third-party indebtedness) and (2) all Contingent Liabilities of Ventas, Inc. and its Subsidiaries, excluding in each
of clauses (1) and (2) Intercompany Debt and all liabilities associated with customary exceptions to Non-Recourse Debt, such as
for fraud, misapplication of funds, environmental indemnities, voluntary bankruptcy, collusive involuntary bankruptcy and other
similar exceptions.


 






    3


     


    

 


It is understood that Debt shall not include
any redeemable equity interest in Ventas, Inc.


 


“Fifth Supplemental Indenture”
has the meaning stated in the preamble.


 


“Guarantor” means Ventas,
Inc. and its successors and assigns; provided, however, that any Person constituting a Guarantor as described above
shall cease to constitute a Guarantor when its Guarantee of the Notes is released in accordance with the terms of the Indenture.


 


“Intercompany Debt” means,
as of any date, Debt to which the only parties are Ventas, Inc. and any of its Subsidiaries as of such date; provided, however,
that with respect to any such Debt of which the Issuer or the Guarantor is the borrower, such Debt is subordinate in right of payment
to the Notes.


 


“Interest Expense” means,
for any period of time, the aggregate amount of interest recorded in accordance with GAAP for such period by Ventas, Inc. and its
Subsidiaries, but excluding (i) interest reserves funded from the proceeds of any loan, (ii) prepayment penalties, (iii) amortization
of deferred financing costs and (iv) non-cash swap ineffectiveness charges, in all cases as reflected in the applicable Consolidated
Financial Statements.


 


“Issue Date” means August
21, 2019.


 


“Issuer” has the meaning
stated in the preamble.


 


“Latest Completed Quarter”
means, as of any date, the then most recently ended fiscal quarter of Ventas, Inc. for which Consolidated Financial Statements
of Ventas, Inc. have been completed, it being understood that at any time when Ventas, Inc. is subject to the informational requirements
of the Exchange Act, and in accordance therewith files annual and quarterly reports with the Commission, the term “Latest
Completed Quarter” shall be deemed to refer to the fiscal quarter covered by Ventas, Inc.’s most recently filed Quarterly
Report on Form 10-Q, or, in the case of the last fiscal quarter of the year, Ventas, Inc.’s Annual Report on Form 10-K.


 


“Make-Whole Amount” means,
in connection with any optional redemption of the Notes, the excess, if any, of:


 


(1)       the
aggregate present value as of the date of such redemption of each dollar of principal of the Notes being redeemed or paid and the
amount of interest (exclusive of interest accrued to the date of redemption or accelerated payment) that would have been payable
in respect of each such dollar if such redemption or accelerated payment had been made on October 15, 2029, determined by discounting,
on a semi-annual basis, such principal and interest at the Reinvestment Rate (determined on the third Business Day preceding the
date a notice of redemption is given or declaration of acceleration is made) from the respective dates on which such principal
and interest would have been payable if such redemption or payment had been made on October 15, 2029, over


 


(2)       the
aggregate principal amount of the Notes being redeemed or paid.


 


“Notes” has the meaning
stated in Section 1.01 hereof.


 


“Obligations” means any
principal, interest, penalties, fees, indemnifications, reimbursements, damages and other liabilities payable under the documentation
governing any Debt.


 


“Property EBITDA” means,
for any property owned by Ventas, Inc. or any of its Subsidiaries as of the date of determination, for any period of time (without
duplication), the net income (loss) derived from such property for such period, before deductions for:


 






    4


     


    

 


(1)       Interest
Expense;


 


(2)       taxes;


 


(3)       depreciation,
amortization and all other non-cash items, as determined reasonably and in good faith by Ventas, Inc., deducted in arriving at
net income (loss);


 


(4)       general
and administrative expenses that are not allocated by management to a property segment, as reflected in Ventas, Inc.’s Consolidated
Financial Statements available for the four (4) consecutive fiscal quarters ending with the Latest Completed Quarter;


 


(5)       extraordinary
items;


 


(6)       non-recurring
items or other unusual items, as determined reasonably and in good faith by Ventas, Inc. (including, without limitation, all prepayment
penalties and all costs or fees incurred in connection with any debt financing or amendment thereto, acquisition, disposition,
recapitalization or similar transaction (regardless of whether such transaction is completed));


 


(7)       noncontrolling
interests;


 


(8)       income
or expense attributable to transactions involving derivative instruments that do not qualify for hedge accounting in accordance
with GAAP; and


 


(9)       property
valuation losses and impairment charges;


 


in each case, attributable to such property.


 


For purposes of calculating Property EBITDA,
all amounts shall be determined reasonably and in good faith by Ventas, Inc. and in accordance with GAAP except to the extent that
GAAP is not applicable with respect to the determination of all non-cash and non-recurring items.


 


Property EBITDA shall be adjusted (without
duplication) to give pro forma effect:


 


(x)       in
the case of any assets having been placed-in-service or removed from service since the first day of the period to the date of determination,
to include or exclude, as the case may be, any Property EBITDA earned or eliminated as a result of the placement of such assets
in service or removal of such assets from service as if the placement of such assets in service or removal of such assets from
service occurred as of the first day of the period; and


 


(y)       in
the case of any acquisition or disposition of any asset or group of assets since the first day of the period to the date of determination,
including, without limitation, by merger, or stock or asset purchase or sale, to include or exclude, as the case may be, any Property
EBITDA earned or eliminated as a result of the acquisition or disposition of those assets as if the acquisition or disposition
occurred as of the first day of the period.


 


“Reinvestment Rate” means
0.250% plus the arithmetic mean of the yields under the respective heading Day Ending published in the most recent Statistical
Release under Treasury Constant Maturities for the maturity (rounded to the nearest month) corresponding to the remaining life
to maturity of the principal of the Notes being redeemed or paid as of such redemption or payment date, which maturity shall be
deemed to be October 15, 2029. If no maturity exactly corresponds to such deemed maturity, yields for the two published maturities
most closely corresponding to such maturity shall be calculated pursuant to the immediately preceding sentence and the Reinvestment
Rate in respect of the Notes shall be interpolated or extrapolated from such yields on a straight-line basis, rounding in each
of such relevant periods to the nearest month. For the purpose of calculating the Reinvestment Rate in respect of the Notes, the
most recent Statistical Release published prior to the date of determination of the Make-Whole Amount shall be used.


 






    5


     


    

 


“Secured Debt” means, as
of any date, that portion of the aggregate principal amount of all outstanding Debt of Ventas, Inc. and its Subsidiaries as of
that date that is secured by a Lien on properties or other assets of Ventas, Inc. or any of its Subsidiaries.


 


“Stabilized Development Asset”
means, as of any date, a new construction or development Real Estate Asset at such date that, following the first four (4) consecutive
fiscal quarters occurring after substantial completion of construction or development, either (i) an additional six (6) consecutive
fiscal quarters have occurred or (ii) such Real Estate Asset is at least 90% leased, whichever shall first occur.


 


“Statistical Release” means
that statistical release that is published by the Federal Reserve System and that establishes annual yields on actively traded
United States government securities adjusted to constant maturities, or, if such statistical release is not published at the time
of any determination under the Indenture, then such other reasonably comparable index the Issuer designates.


 


“Subsidiary” means, with
respect to any Person, a corporation, partnership association, joint venture, trust, limited liability company or other business
entity which is required to be consolidated with such Person in accordance with GAAP.


 


“Total Assets” means,
as of any date, in each case as determined reasonably and in good faith by Ventas, Inc., the sum of (without duplication):


 


(1)       with
respect to Real Estate Assets that were owned by Ventas, Inc. and its Subsidiaries as of April 17, 2002 and that continue to be
owned as of the date of determination, the annualized rental revenues specified for such Real Estate Assets on Schedule 1 attached
to this Fifth Supplemental Indenture, divided by 0.0900, plus any annualized incremental rental revenue generated by such Real
Estate Assets as a result of, arising out of or in connection with annual rent escalations or rent reset rights of Ventas, Inc.
and its Subsidiaries with respect to such Real Estate Assets (whether by agreement or exercise of such right or otherwise), divided
by 0.0900; for the purpose of this clause (1), “annualized incremental rental revenue” in respect of a Real Estate
Asset shall mean the increase in daily rental revenue generated by such Real Estate Asset as a result of, arising out of or in
connection with such annual rent escalations or rent reset rights over the daily rental revenue generated by such Real Estate Asset
immediately prior to the effective date of such increase, annualized by multiplying such daily increase by 365;


 


(2)       with
respect to all other Real Estate Assets owned by Ventas, Inc. and its Subsidiaries as of the date of determination (except as set
forth in clause (3) below), the cost (original cost plus capital improvements before depreciation and amortization) thereof, determined
in accordance with GAAP;


 


(3)       with
respect to Stabilized Development Assets owned by Ventas, Inc. and its Subsidiaries as of the date of determination, the aggregate
sum of all Property EBITDA for such Stabilized Development Assets for the four (4) consecutive fiscal quarters ending with the
Latest Completed Quarter divided by (i) 0.0900, in the case of a government reimbursed property and (ii) 0.0700 in all other cases;
provided, however, that if the value of a particular Stabilized Development Asset calculated pursuant to this clause (3)
is less than the cost (original cost plus capital improvements before depreciation and amortization) of such Real Estate Asset,
as determined in accordance with GAAP, such cost shall be used in lieu thereof with respect to such Real Estate Asset;


 






    6


     


    

 


(4)       the
proceeds of the Debt, or the assets to be acquired in exchange for such proceeds, as the case may be, incurred since the end of
the Latest Completed Quarter;


 


(5)       mortgages
and other notes receivable of Ventas, Inc. and its Subsidiaries, determined in accordance with GAAP;


 


(6)       cash,
cash equivalents and marketable securities of Ventas, Inc. and its Subsidiaries but excluding all cash, cash equivalents and marketable
securities securing, or applied to defease or discharge, in each case as of that date, any indebtedness, including mortgages and
other notes payable (including cash deposited with a trustee with respect to third-party indebtedness), all determined in accordance
with GAAP; and


 


(7)       all
other assets of Ventas, Inc. and its Subsidiaries (excluding goodwill), determined in accordance with GAAP.


 


“Unencumbered Assets” means,
as of any date, in each case as determined reasonably and in good faith by Ventas, Inc., the sum of (without duplication):


 


(1)       with
respect to Real Estate Assets that were owned by Ventas, Inc. and its Subsidiaries as of April 17, 2002 and that continue to be
owned as of the date of determination, but excluding any such Real Estate Assets that are serving as collateral for Secured Debt,
the annualized rental revenues specified for such Real Estate Assets on Schedule 1 attached to this Fifth Supplemental Indenture,
divided by 0.0900, plus any annualized incremental rental revenue generated by such Real Estate Assets as a result of, arising
out of or in connection with annual rent escalations or rent reset rights of Ventas, Inc. and its Subsidiaries with respect to
such Real Estate Assets (whether by agreement or exercise of such right or otherwise), divided by 0.0900; for the purpose of this
clause (1), “annualized incremental rental revenue” in respect of a Real Estate Asset shall mean the increase in daily
rental revenue generated by such Real Estate Asset as a result of, arising out of or in connection with such annual rent escalations
or rent reset rights over the daily rental revenue generated by such Real Estate Asset immediately prior to the effective date
of such increase, annualized by multiplying such daily increase by 365;


 


(2)       with
respect to all other Real Estate Assets owned by Ventas, Inc. and its Subsidiaries as of the date of determination (except as set
forth in clause (3) below), but excluding any such Real Estate Assets that are serving as collateral for Secured Debt, the cost
(original cost plus capital improvements before depreciation and amortization) thereof, determined in accordance with GAAP;


 


(3)       with
respect to Stabilized Development Assets owned by Ventas, Inc. and its Subsidiaries as of the date of determination, excluding
any such Stabilized Development Assets that are serving as collateral for Secured Debt, the aggregate sum of all Property EBITDA
for such Stabilized Development Assets for the four (4) consecutive fiscal quarters ending with the Latest Completed Quarter divided
by (i) 0.0900, in the case of a government reimbursed property and (ii) 0.0700 in all other cases; provided, however, that
if the value of a particular Stabilized Development Asset calculated pursuant to this clause (3) is less than the cost (original
cost plus capital improvements before depreciation and amortization) of such Real Estate Asset, as determined in accordance with
GAAP, such cost shall be used in lieu thereof with respect to such Real Estate Asset;


 


(4)       the
proceeds of the Debt, or the assets to be acquired in exchange for such proceeds, as the case may be, incurred since the end of
the Latest Completed Quarter;


 


(5)       mortgages
and other notes receivable of Ventas, Inc. and its Subsidiaries, except any mortgages or other notes receivable that are serving
as collateral for Secured Debt, determined in accordance with GAAP;


 






    7


     


    

 


(6)       cash,
cash equivalents and marketable securities of Ventas, Inc. and its Subsidiaries but excluding all cash, cash equivalents and marketable
securities securing, or applied to defease or discharge, in each case as of that date, any indebtedness, including mortgages and
other notes payable (including cash deposited with a trustee with respect to third-party indebtedness), all determined in accordance
with GAAP; and


 


(7)       all
other assets of Ventas, Inc. and its Subsidiaries (excluding goodwill), other than assets pledged to secure Debt, determined in
accordance with GAAP; provided, however, that Unencumbered Assets shall not include net real estate investments in unconsolidated
joint ventures of Ventas, Inc. and its Subsidiaries.


 


For the avoidance of doubt, cash held by a
“qualified intermediary” in connection with proposed like-kind exchanges pursuant to Section 1031 of the Internal Revenue
Code of 1986, as amended, which may be classified as “restricted” for GAAP purposes shall nonetheless be included in
clause (6) above, so long as Ventas, Inc. or any of its Subsidiaries has the right to (i) direct the qualified intermediary to
return such cash to Ventas, Inc. or such Subsidiary if and when Ventas, Inc. or such Subsidiary fails to identify or acquire the
proposed like-kind property or at the end of the 180-day replacement period or (ii) direct the qualified intermediary to use such
cash to acquire like-kind property.


 


“Unsecured Debt” means,
as of any date, that portion of the aggregate principal amount of all outstanding Debt of Ventas, Inc. and its Subsidiaries as
of that date that is neither Secured Debt nor Contingent Liabilities of Ventas, Inc. and its Subsidiaries.


 


“Ventas Capital” means
Ventas Capital Corporation, a Delaware corporation.


 


ARTICLE II


 


THE SECURITIES


 


Section 2.01     Amendment to Article 2.


 


(a)       The
first sentence of Section 2.03 of the Base Indenture is hereby amended with respect to the Notes by replacing the reference to
“Two Officers” therein with “One Officer.”


 





ARTICLE III


 


REDEMPTION


 


Section 3.01     Amendment to Article 3.


 


(a)       Pursuant
to Section 2.02(7) of the Base Indenture, the first sentence of Section 3.04 of the Base Indenture is hereby amended with respect
to the Notes by replacing the reference to “30 days” therein with “15 days”.


 


(b)       Pursuant
to Sections 2.02(7) and 2.02(8) of the Base Indenture, Article 3 of the Base Indenture is hereby amended with respect to the Notes
by adding to the end the following new Sections 3.09 and 3.10, in each case to read as follows:


 


“Section 3.09 Optional
Redemption.


 


(a)       The
Issuer may, at its option, redeem the Notes at any time prior to maturity, in whole or from time to time in part.


 






    8


     


    

 


(b)       The
redemption price for any redemption of the Notes before October 15, 2029 shall be equal to the sum of (1) the principal amount
of the Notes being redeemed, (2) accrued and unpaid interest thereon, if any, to (but excluding) the redemption date and (3) the
Make-Whole Amount, if any (subject to the right of holders of record on the relevant Record Date to receive interest due on the
relevant Interest Payment Date). The calculation of the Make-Whole Amount shall be the responsibility of the Issuer or such other
party appointed by the Issuer. The redemption price for any redemption of the Notes on or after October 15, 2029 shall be equal
to the sum of (1) the principal amount of the Notes being redeemed and (2) accrued and unpaid interest thereon, if any, to (but
excluding) the redemption date.


 


(c)       Any redemption pursuant to this
Section 3.09 shall be made pursuant to the provisions of Sections 3.01 through 3.07 of the Indenture.


 


Section 3.10 Mandatory Redemption.
The Issuer is not required to make mandatory redemption payments with respect to the Notes.”


 


ARTICLE IV


 


COVENANTS


 


Section 4.01     Amendments to Article 4.


 


(a)          Pursuant
to Section 2.02(14) of the Base Indenture, Section 4.03 of the Base Indenture is hereby amended with respect to the Notes by deleting
the text thereof in its entirety and inserting in its place the following:


 


“Section 4.03 Reports.
Whether or not required by the Commission, so long as any Notes are outstanding, Ventas, Inc. shall file with the Trustee, within
15 days after it files the same with the Commission (or if not subject to the periodic reporting requirements of the Exchange Act,
within 15 days after it would have been required to file the same with the Commission had it been so subject):


 


(1)       all
quarterly and annual financial information that is required to be contained in filings with the Commission on Forms 10-Q and 10-K,
including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with
respect to the annual information only, a report on the annual financial statements by Ventas, Inc.’s certified independent
accountants; and


 


(2)       all
current reports that are required to be filed with the Commission on Form 8-K.


 


For so long as any Notes remain
Outstanding, if at any time Ventas, Inc. is not required to file with the Commission the reports required by the preceding paragraph
of this Section 4.03, Ventas, Inc. shall furnish to the Holders and to securities analysts and prospective investors, upon their
request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.


 


The availability of the foregoing
materials on the Commission’s website or on Ventas, Inc.’s website shall be deemed to satisfy the foregoing delivery
obligations. In the event that the rules and regulations of the Commission permit Ventas, Inc. and any direct or indirect parent
of Ventas, Inc. to report at such parent entity’s level on a consolidated basis, consolidating reporting at the parent entity’s
level in a manner consistent with that described in this Section 4.03 for Ventas, Inc. will satisfy this Section 4.03, and the
obligations in this Section 4.03 with respect to financial information relating to Ventas, Inc. shall be deemed to be satisfied
by furnishing financial information relating to such direct or indirect parent; provided that such financial information is accompanied
by consolidating information that explains in reasonable detail the differences between the information relating to such direct
or indirect parent and any of its Subsidiaries other than Ventas, Inc. and its Subsidiaries, on the one hand, and the information
relating to Ventas, Inc. and its Subsidiaries on a standalone basis, on the other hand.”


 






    9


     


    

 


(b)          Pursuant
to Section 2.02(14) of the Base Indenture, Section 4.04 of the Base Indenture is hereby amended with respect to the Notes by deleting
the text thereof in its entirety and inserting in its place the following:


 


“Section 4.04 Compliance
Certificate. “Ventas, Inc. shall deliver to the Trustee, within 120 days after the end of each fiscal year, an Officers’
Certificate stating that a review of the activities of Ventas, Inc. and its Subsidiaries during the preceding fiscal year has been
made under the supervision of the signing Officers with a view to determining whether Ventas, Inc. has kept, observed, performed
and fulfilled its obligations under the Indenture, and further stating, as to each such Officer signing such certificate, that
to the best of his or her knowledge, Ventas, Inc. has kept, observed, performed and fulfilled each and every covenant contained
in the Indenture and is not in default in the performance or observance of any of the terms, provisions and conditions of the Indenture
(or, if a Default or Event of Default has occurred, describing all such Defaults or Events of Default of which he or she may have
knowledge and what action Ventas, Inc. is taking or proposes to take with respect thereto) and that to the best of his or her knowledge,
no event has occurred and remains in existence by reason of which payments on account of the principal of or interest, if any,
on the Securities of any series is prohibited or if such event has occurred, a description of the event and what action Ventas,
Inc. is taking or proposes to take with respect thereto. For purposes of this Section 4.04, such compliance shall be determined
without regard to any period of grace or requirement of notice under the Indenture.”


 


(c)          Pursuant
to Section 2.02(14) of the Base Indenture, Section 4.06 of the Base Indenture is hereby amended with respect to the Notes by deleting
the text thereof in its entirety and inserting in its place the following:


 


“Section 4.06 Corporate
Existence. Except as permitted by Article 5 and Section 10.04, Ventas, Inc. and the Issuer shall do all things necessary to
preserve and keep their existence, rights and franchises, except that neither Ventas, Inc. nor the Issuer shall be required to
preserve any such right or franchise if Ventas, Inc. or the Issuer, as applicable, shall determine reasonably and in good faith
that the preservation thereof is no longer desirable in the conduct of its business.”


 


(d)          Pursuant
to Section 2.02(14) of the Base Indenture, Article 4 of the Base Indenture is hereby amended with respect to the Notes by adding
to the end the following new Sections 4.07 through 4.11, in each case to read as follows:


 


“Section 4.07 Taxes.
Ventas, Inc. will pay, and will cause each of its Subsidiaries to pay, prior to delinquency, all material taxes, assessments, and
governmental levies except such as are contested in good faith and by appropriate proceedings or where the failure to effect such
payment is not adverse in any material respect to the Holders of the Notes.


 






    10


     


    

 


Section 4.08 Stay, Extension
and Usury Laws. Each of Ventas, Inc. and the Issuer covenants (to the extent that it may lawfully do so) that: (1) it will
not at any time insist upon, plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay, extension
or usury law wherever enacted, now or at any time hereafter in force, that may affect the covenants or the performance of the Indenture;
and (2) it hereby expressly waives all benefit or advantage of any such law; and (3) it will not, by resort to any such law, hinder,
delay or impede the execution of any power herein granted to the Trustee, but will suffer and permit the execution of every such
power as though no such law has been enacted.


 


Section 4.09 Restrictions on
Activities of Ventas Capital. Neither Ventas, Inc. nor the Issuer shall permit Ventas Capital to hold any material assets,
become liable for any material obligations or engage in any significant business activities, except that Ventas Capital may be
a co-obligor with respect to Debt if the Issuer is a primary obligor of such Debt and the net proceeds of such Debt are received
by the Issuer or one or more of its Subsidiaries other than Ventas Capital.


 


Section 4.10 Limitations on Incurrence
of Debt.


 


(a)       Ventas,
Inc. shall not, and shall not permit any of its Subsidiaries to, Incur any Debt if, immediately after giving effect to the Incurrence
of such additional Debt and any other Debt Incurred since the end of the Latest Completed Quarter and the application of the net
proceeds therefrom, the aggregate principal amount of all outstanding Debt would exceed 60% of the sum of (without duplication)
(i) Total Assets as of the end of the Latest Completed Quarter and (ii) the purchase price of any Real Estate Assets or mortgages
receivable acquired, and the amount of any securities offering proceeds received (to the extent such proceeds were not used to
acquire Real Estate Assets or mortgages receivable or to reduce Debt), since the end of the Latest Completed Quarter.


 


(b)       Ventas,
Inc. shall not, and shall not permit any of its Subsidiaries to, Incur any Secured Debt if, immediately after giving effect to
the Incurrence of such additional Secured Debt and any other Secured Debt Incurred since the end of the Latest Completed Quarter
and the application of the net proceeds therefrom, the aggregate principal amount of all outstanding Secured Debt would exceed
50% of the sum of (without duplication) (i) Total Assets as of the end of the Latest Completed Quarter and (ii) the purchase price
of any Real Estate Assets or mortgages receivable acquired, and the amount of any securities offering proceeds received (to the
extent such proceeds were not used to acquire Real Estate Assets or mortgages receivable or to reduce Debt), since the end of the
Latest Completed Quarter.


 


(c)       Ventas,
Inc. shall not, and shall not permit any of its Subsidiaries to, Incur any Debt if, immediately after giving effect to the Incurrence
of such additional Debt and any other Debt Incurred since the end of the Latest Completed Quarter and the application of the net
proceeds therefrom, the ratio of Consolidated EBITDA to Interest Expense for the four (4) consecutive fiscal quarters ending with
the Latest Completed Quarter would be less than 1.50 to 1.00 on a pro forma basis and calculated on the assumption (without duplication)
that:


 


(i)       the
additional Debt and any other Debt Incurred by Ventas, Inc. or any of its Subsidiaries since the first day of such four-quarter
period to the date of determination, which was outstanding at the date of determination, had been Incurred at the beginning of
that period and continued to be outstanding throughout that period, and the application of the net proceeds of such Debt, including
to refinance other Debt, had occurred at the beginning of such period, except that in determining the amount of Debt so Incurred,
the amount of Debt under any revolving credit facility shall be computed based upon the average daily balance of such Debt during
such period;


 






    11


     


    

 


(ii)        the
repayment or retirement of any other Debt repaid or retired by Ventas, Inc. or any of its Subsidiaries since the first day of such
four-quarter period to the date of determination had occurred at the beginning of that period, except that in determining the amount
of Debt so repaid or retired, the amount of Debt under any revolving credit facility shall be computed based upon the average daily
balance of such Debt during such period; and


 


(iii)       in
the case of any acquisition or disposition of any asset or group of assets (including, without limitation, by merger, or stock
or asset purchase or sale) or the placement of any assets in service or removal of any assets from service by Ventas, Inc. or any
of its Subsidiaries since the first day of such four-quarter period to the date of determination, the acquisition, disposition,
placement in service or removal from service and any related repayment or refinancing of Debt had occurred as of the first day
of such period, with the appropriate adjustments to Consolidated EBITDA and Interest Expense with respect to the acquisition, disposition,
placement in service or removal from service being included in that pro forma calculation.


 


Section 4.11 Maintenance of Unencumbered
Assets. Ventas, Inc. and its Subsidiaries shall maintain at all times Unencumbered Assets of not less than 150% of the aggregate
principal amount of all outstanding Unsecured Debt.”


 


ARTICLE V


 


SUCCESSORS


 


Section 5.01     Amendments to Article 5.


 


(a)          Pursuant
to Section 2.02(23) of the Base Indenture, Section 5.01 of the Base Indenture is hereby amended with respect to the Notes by deleting
the text thereof in its entirety and inserting in its place the following:


 


“Section 5.01 Merger, Consolidation,
or Sale of Assets.


 


Ventas, Inc. may not, directly
or indirectly: (a) consolidate or merge with or into another Person (whether or not Ventas, Inc. is the surviving corporation);
or (b) sell, assign, transfer, convey, lease (other than to an unaffiliated operator in the ordinary course of business) or otherwise
dispose of all or substantially all of the properties or assets of Ventas, Inc. and its Subsidiaries taken as a whole, in one or
more related transactions, to another Person, unless:


 


(1)          either:


 


(i)        Ventas,
Inc. is the surviving corporation; or


 


(ii)        the
Person formed by or surviving any such consolidation or merger (if other than Ventas, Inc.) or to which such sale, assignment,
transfer, conveyance or other disposition has been made is a corporation organized or existing under the laws of the United States,
any state of the United States or the District of Columbia;


 


(2)          the
Person formed by or surviving any such consolidation or merger (if other than Ventas, Inc.) or the Person to which such sale, assignment,
transfer, conveyance or other disposition has been made assumes all of Ventas, Inc.’s obligations under the Notes and the
Indenture pursuant to agreements reasonably satisfactory to the Trustee; and


 






    12


     


    

 


(3)           immediately
after such transaction, on a pro forma basis giving effect to such transaction or series of transactions (and treating any obligation
of Ventas, Inc. or any Subsidiary incurred in connection with or as a result of such transaction or series of transactions as having
been incurred at the time of such transaction), no Default or Event of Default exists under the Indenture.


 


Notwithstanding anything to the
contrary in this Section 5.01, the Guarantor may consolidate or merge with or into the Issuer, or sell and/or transfer to the Issuer
all or substantially all of its assets, in each case, without compliance with any of the requirements set forth in this Article
5.”


 


ARTICLE VI


 


DEFAULTS AND REMEDIES


 


Section 6.01     Amendments to Article 6.


 


(a)          Pursuant
to Section 2.02(14) of the Base Indenture, Section 6.01 of the Base Indenture is hereby amended with respect to the Notes by deleting
the text thereof in its entirety and inserting in its place the following:


 


“Section 6.01 Events of Default.


 


Each of the following is an “Event
of Default”:


 


(1)          Ventas,
Inc. or the Issuer does not pay the principal or any premium on any Note when due and payable;


 


(2)          Ventas,
Inc. or the Issuer does not pay interest on any Note within 30 days after the applicable due date;


 


(3)          Ventas,
Inc. or its Subsidiaries remain in breach of any other term of the Indenture for 90 days after they receive a notice of Default
stating they are in breach. Either the Trustee or the Holders of more than 25% in aggregate principal amount of the Notes then
Outstanding may send the notice;


 


(4)          except
as permitted by the Indenture and the Notes, the Securities Guarantee by the Guarantor shall cease to be in full force and effect
or the Guarantor shall deny or disaffirm its obligations with respect thereto;


 


(5)          the
Issuer, Ventas, Inc. or any of its Significant Subsidiaries default under any of their indebtedness (including a default with respect
to Securities of any series issued under the Base Indenture other than the Notes) in an aggregate principal amount exceeding $50.0
million after the expiration of any applicable grace period, which default results in the acceleration of the maturity of such
indebtedness. Such default is not an Event of Default if the other indebtedness is discharged, or the acceleration is rescinded
or annulled, within a period of 30 days after the Issuer, Ventas, Inc. or any such Significant Subsidiary, as the case may be,
receives notice specifying the default and requiring that they discharge the other indebtedness or cause the acceleration to be
rescinded or annulled. Either the Trustee or the Holders of more than 25% in aggregate principal amount of the Notes then Outstanding
may send the notice;


 


(6)          the
Issuer, Ventas, Inc. or any of its Significant Subsidiaries, or any group of Subsidiaries that, taken as a whole, would constitute
a Significant Subsidiary:


 






    13


     


    

 


(i)         commence
a voluntary case;


 


(ii)        consent
to the entry of an order for relief against them in an involuntary case;


 


(iii)       consent
to the appointment of a custodian of them or for all or substantially all of their property;


 


(iv)       make
a general assignment for the benefit of their creditors; or


 


(v)       generally
are not paying their debts as they become due; or


 


(7)          a
court of competent jurisdiction enters an order or decree under any Bankruptcy Law that:


 


(i)         is
for relief against the Issuer, Ventas, Inc. or any of its Significant Subsidiaries, or any group of Subsidiaries that, taken as
a whole, would constitute a Significant Subsidiary, in an involuntary case;


 


(ii)        appoints
a custodian of the Issuer, Ventas, Inc. or any of its Significant Subsidiaries, or any group of Subsidiaries that, taken as a whole,
would constitute a Significant Subsidiary, or for all or substantially all of the property of the Issuer, Ventas, Inc. or any of
its Significant Subsidiaries, or any group of Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary; or


 


(iii)       orders
the liquidation of the Issuer, Ventas, Inc. or any of its Significant Subsidiaries, or any group of Subsidiaries that, taken as
a whole, would constitute a Significant Subsidiary;


 


and the order or decree remains unstayed and in effect
for 60 consecutive days.”


 


(b)          Pursuant
to Section 2.02(14) of the Base Indenture, Section 6.02 of the Base Indenture is hereby amended with respect to the Notes by (i)
deleting the first sentence thereof in its entirety and inserting in its place the following:


 


“In the case of an Event
of Default specified in clause (6) or (7) of Section 6.01, with respect to the Issuer, Ventas, Inc. or any of its Significant Subsidiaries
or any group of Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary, all Outstanding Notes will become
due and payable immediately without further action or notice.”


 


and (ii) adding to the end of Section 6.02 the following:


 


“Notwithstanding anything
to the contrary contained in the Indenture, the sole remedy for an Event of Default relating to a failure to comply with any of
the provisions of Section 4.03 hereof shall consist exclusively of the right to receive additional interest on the Notes at an
annual rate equal to 0.25% of the outstanding principal amount of the Notes. This additional interest will be payable in the same
manner and on the same dates as the stated interest payable on the Notes and will accrue on all Outstanding Notes from and including
the date on which such Event of Default first occurs to, but not including, the date on which such Event of Default shall have
been cured or waived.”


 






    14


     


    

 


(c)          Pursuant
to Section 2.02(14) of the Base Indenture, Section 6.08 of the Base Indenture is hereby amended with respect to the Notes by deleting
from the first line thereof the reference to clause (3) of Section 6.01 of the Base Indenture.


 


ARTICLE VII


 


TRUSTEE


 


Section 7.01     Amendments to Article 7.
Pursuant to Section 2.02(14) of the Base Indenture, Section 7.07(e) of the Base Indenture is hereby amended with respect to the
Notes by changing the references to Section 6.01(7) or (8) therein to Section 6.01(6) or (7).


 


ARTICLE VIII


 


LEGAL DEFEASANCE AND COVENANT DEFEASANCE


 


Section 8.01     Applicability of Defeasance
Provisions. Pursuant to Sections 2.02(17) and 8.01 of the Base Indenture, so long as any of the Notes are Outstanding, Sections
8.02 and 8.03 of the Base Indenture shall be applicable to the Notes.


 


Section 8.02     Determinations Under Section
8.03. For the purposes of Sections 2.02(17) and 8.03 of the Base Indenture, Section 8.03 of the Base Indenture shall apply
to Sections 4.09 through 4.11, inclusive.


 


Section 8.03     Determination Under Section
8.07. For the purposes of Sections 8.07 and 11.02 of the Base Indenture, the provisions of Section 8.07 of the Base Indenture
shall apply to the Notes.


 


Section 8.04     Amendments to Article 8.


 


(a) Pursuant to Section 2.02(17) of the Base
Indenture, the last sentence of Section 8.03 of the Base Indenture is hereby amended with respect to the Notes by changing the
references to Sections 6.01(4) through 6.01(6) therein to Sections 6.01(3) through 6.01(5).


 


ARTICLE IX


 


GUARANTEES


 


Section 9.01     Applicability of Guarantee
Provisions.


 


(a)          Pursuant
to Sections 2.02(1) and 10.01 of the Base Indenture, so long as any of the Notes are Outstanding, Article 10 shall be applicable
to the Notes.


 


(b)          Pursuant
to Section 2.02(23) of the Base Indenture, Section 10.03 of the Base Indenture is hereby amended with respect to the Notes by deleting
the text thereof in its entirety and inserting in its place the following:


 


“To evidence its Securities
Guarantee as set forth in Section 10.01 in respect of the Notes, an Officer of the Guarantor shall execute the Indenture on behalf
of such Guarantor, and the Guarantor hereby agrees that such Securities Guarantee shall become effective upon such execution and
shall remain in full force and effect thereafter, subject to the terms of the Indenture.”


 


If an Officer whose signature is
on this Indenture no longer holds that office at the time the Trustee authenticates the Notes, such Securities Guarantee will be
valid nonetheless.


 






    15


     


    

 


The delivery of any Note by the
Trustee after the authentication thereof hereunder will constitute the delivery of the Securities Guarantee set forth in this Indenture
on behalf of the Guarantor.”


 


ARTICLE X


 


MISCELLANEOUS


 


Section 10.01    Determination Under Section
13.10. For the purposes of Section 13.10 of the Base Indenture, the agreements of the Guarantor will bind its successors except
as otherwise provided in Article 10 of the Base Indenture.


 


Section 10.02    Application of Fifth Supplemental
Indenture; Ratification.


 


(a)          Each
and every term and condition contained in this Fifth Supplemental Indenture that modifies, amends or supplements the terms and
conditions of the Base Indenture shall apply only to the Notes created hereby and not to any future series of Securities established
under the Indenture.


 


(b)          The
Base Indenture, as supplemented and amended by this Fifth Supplemental Indenture, is in all respects ratified and confirmed, and
the Base Indenture and this Fifth Supplemental Indenture shall be read, taken and construed as the same instrument.


 


(c)          In
the event of any conflict between this Fifth Supplemental Indenture and the Base Indenture, the provisions of this Fifth Supplemental
Indenture shall prevail.


 


Section 10.03    Benefits of Fifth Supplemental
Indenture. Nothing contained in this Fifth Supplemental Indenture shall or shall be construed to confer upon any Person other
than a Holder of the Notes, the Issuer, the Guarantor or the Trustee any right or interest to avail itself of any benefit under
any provision of the Base Indenture or this Fifth Supplemental Indenture.


 


Section 10.04    Effective Date. This
Fifth Supplemental Indenture shall be effective as of the date first above written and upon the execution and delivery hereof by
each of the parties hereto.


 


Section 10.05    Governing Law. This Fifth
Supplemental Indenture shall be governed by, and construed in accordance with, the laws of the State of New York, without regard
to conflicts of laws principles thereof.


 


Section 10.06    Counterparts. This Fifth
Supplemental Indenture may be executed in any number of counterparts, each of which so executed shall be deemed to be an original,
but all such counterparts shall together constitute but one and the same instrument.


 


[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]


 






    16


     


    

 


IN WITNESS WHEREOF, the parties hereto have
caused this Fifth Supplemental Indenture to be duly executed by their respective officers hereunto duly authorized, all as of the
day and year first above written.


 






	 	
        ISSUER

	 	 
	 	VENTAS REALTY, LIMITED PARTNERSHIP
	 	 
	 	 	By:	Ventas, Inc., its General Partner
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	By:	/s/ Robert F. Probst
	 	 	 	 	Name:	Robert F. Probst
	 	 	 	 	Title:	Executive Vice President and Chief Financial Officer
	 	 	 	 
	 	GUARANTOR
	 	 
	 	VENTAS, INC.
	 	 
	 	 	By:	/s/ Robert F. Probst
	 	 	 	Name:	Robert F. Probst
	 	 	 	Title: 	Executive Vice President and Chief Financial Officer




 





[Signature Page to Fifth Supplemental
Indenture]




 






    


     


    




 


	 	TRUSTEE
	 	 
	 	U.S. BANK NATIONAL ASSOCIATION
	 	 	 
	 	 	By:	/s/ Daniel Boyers
	 	 	 	Name: Daniel Boyers
	 	 	 	Title: Vice President


 





[Signature Page to Fifth Supplemental
Indenture]







 






    


     


    

 


SCHEDULE 1


 


Real Estate Revenues


 


[See attached.]


 






    


     


    

 


Exhibit A


 


Form of Note


 


[See attached.]


 






    


     


    

 



 




FORM OF NOTE


 


[Front of Note]


 




CUSIP #92277G AU1


 


3.000% Senior Note due 2030


 


	No.	      	$
                                                                        



 


VENTAS REALTY, LIMITED PARTNERSHIP


 


promises to pay to CEDE & CO. or registered assigns, the
principal sum of ________________ Dollars on January 15, 2030.


 


Interest Payment Dates: January 15 and July 15


 


Record Dates: January 1 and July 1


 


Dated: ____________, 20___


 


THIS GLOBAL SECURITY IS HELD BY THE DEPOSITARY (AS DEFINED IN
THE INDENTURE GOVERNING THIS SECURITY) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE
TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (1) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT
TO SECTION 2.07 OF THE INDENTURE, (2) THIS GLOBAL SECURITY MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION
2.07(a) OF THE INDENTURE, (3) THIS GLOBAL SECURITY MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION
2.12 OF THE INDENTURE AND (4) THIS GLOBAL SECURITY MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT
OF THE ISSUER.


 


UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES
IN DEFINITIVE FORM, THIS SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR
BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE
TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE
OF THE DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) (“DTC”), TO THE ISSUER OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER
NAME AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR SUCH OTHER ENTITY
AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY
OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.


 






    A-1


     


    

 





	 	VENTAS REALTY, LIMITED PARTNERSHIP
	 	 	 
	 	By:	Ventas, Inc., its General Partner
	 	 	 
	 	By:	     
	 	 	Name:
	 	 	Title:




 






    A-2


     


    

 


	This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture:	 




 





 


 


	U.S. BANK NATIONAL ASSOCIATION,	 
	 	as Trustee	 
	 	 	 
	By:	   	 
	 	Authorized Signatory	 




 






    A-3


     


    

 


[Back
of Note]


 


3.000% Senior Notes due 2030


 


Capitalized terms used herein have the meanings assigned to
them in the Indenture referred to below unless otherwise indicated.


 


(1)       Interest.
Ventas Realty, Limited Partnership (the “Issuer”) promises to pay interest on the principal amount of this Note
at 3.000% per annum from August 21, 2019 until maturity. The Issuer will pay interest semi-annually in arrears on January 15 and
July 15 of each year, or if any such day is not a Business Day, on the next succeeding Business Day (each, an “Interest
Payment Date”). Interest on the Notes will accrue from the most recent date to which interest has been paid or, if no
interest has been paid, from August 21, 2019; provided, that if there is no existing Default in the payment of interest,
and if this Note is authenticated between a record date referred to on the face hereof and the next succeeding Interest Payment
Date, interest shall accrue from such next succeeding Interest Payment Date; provided, further, that the first Interest
Payment Date shall be January 15, 2020. The Issuer will pay interest (including post-petition interest in any proceeding under
any Bankruptcy Law) on overdue principal and premium, if any, from time to time on demand at a rate that is 1% per annum in excess
of the rate then in effect; the Issuer will pay interest (including post-petition interest in any proceeding under any Bankruptcy
Law) on overdue installments of interest (without regard to any applicable grace periods) from time to time on demand at the same
rate to the extent lawful. Interest will be computed on the basis of a 360-day year of twelve 30-day months.


 


(2)       Method
of Payment. The Issuer will pay interest on the Notes (except defaulted interest) to the Persons who are registered Holders
of Notes at the close of business on the January 1 or July 1 (each, a “Record Date”) preceding the next Interest
Payment Date, even if such Notes are canceled after such record date and on or before such Interest Payment Date, except as provided
in Section 2.13 of the Indenture with respect to defaulted interest. The Notes will be payable as to principal, premium, if any,
and interest at the office or agency of the Issuer maintained for such purpose within or without the City and State of New York,
or, at the option of the Issuer, payment of interest may be made by check mailed to the Holders at their addresses set forth in
the register of Holders; provided, that payment by wire transfer of immediately available funds will be required with respect
to principal of and interest and premium, if any, on all Global Notes and all other Notes the Holders of which will have provided
wire transfer instructions to the Issuer or the Paying Agent. Such payment will be in such coin or currency of the United States
of America as at the time of payment is legal tender for payment of public and private debts.


 


(3)       Paying
Agent and Registrar. Initially, U.S. Bank National Association, the Trustee under the Indenture, will act as Paying Agent and
Registrar. The Issuer may change any Paying Agent or Registrar without notice to any Holder. The Issuer or any of its Subsidiaries
may act in any such capacity.


 


(4)       Indenture.
The Issuer issued the Notes under an indenture, dated as of February 23, 2018 (the “Base Indenture”), as amended
by the Fifth Supplemental Indenture, dated as of August 21, 2019 (the “Fifth Supplemental Indenture” and, together
with the Base Indenture and as the Base Indenture and the Fifth Supplemental Indenture may be further amended and supplemented
from time to time, the “Indenture”), among the Issuer, the Guarantor named therein and the Trustee. The terms
of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act
of 1939, as amended (15 U.S. Code §§ 77aaa-77bbbb). The Notes are subject to all such terms, and Holders are referred
to the Indenture and such Act for a statement of such terms. To the extent any provision of this Note conflicts with the express
provisions of the Indenture, the provisions of the Indenture shall govern and be controlling. The Notes are unsecured obligations
of the Issuer.


 


(5)       Optional
Redemption. (a) The Issuer may, at its option, redeem the Notes at any time prior to maturity, in whole or from time to time
in part.


 


(b)       The redemption
price for any redemption of the Notes before October 15, 2029 shall be equal to the sum of (i) the principal amount of the
Notes being redeemed, (ii) accrued and unpaid interest thereon, if any, to (but excluding) the redemption date, and (iii)
the Make-Whole Amount, if any (subject to the right of holders of record on the relevant Record Date to receive interest due on
the relevant Interest Payment Date). The redemption price for any redemption of the Notes on or after October 15, 2029 shall be
equal to the sum of (i) the principal amount of the Notes being redeemed and (ii) accrued and unpaid interest thereon,
if any, to (but excluding) the redemption date.


 


(c)       Any redemption
of the Notes shall be made pursuant to the provisions of Sections 3.01 through 3.07 of the Indenture.


 


(6)       Mandatory
Redemption. The Issuer will not be required to make mandatory redemption payments with respect to the Notes.


 






    A-4


     


    

 


(7)       Notice
of Redemption. Notice of redemption will be mailed at least 15 days but not more than 60 days before the redemption date to
each Holder whose Notes are to be redeemed at its registered address. Notes in denominations larger than $2,000 may be redeemed
in part but only in whole multiples of $1,000, unless all of the Notes held by a Holder are to be redeemed. On and after the redemption
date interest ceases to accrue on Notes or portions thereof called for redemption.


 


(8)       Denominations,
Transfer, Exchange. The Notes are in registered form without coupons in denominations of $2,000 and integral multiples of $1,000.
The transfer of Notes may be registered and Notes may be exchanged as provided in the Indenture. The Registrar and the Trustee
may require a Holder, among other things, to furnish appropriate endorsements and transfer documents and the Issuer may require
a Holder to pay any taxes and fees required by law or permitted by the Indenture. The Issuer need not exchange or register the
transfer of any Note or portion of a Note selected for redemption, except for the unredeemed portion of any Note being redeemed
in part. Also, the Issuer need not exchange or register the transfer of any Notes for a period of 15 days before a selection of
Notes to be redeemed or during the period between a Record Date and the corresponding Interest Payment Date.


 


(9)       Persons
Deemed Owners. The registered Holder of a Note may be treated as its owner for all purposes.


 


(10)       Amendment,
Supplement and Waiver. Subject to certain exceptions, the Indenture, the Securities Guarantee or the Notes may be amended or
supplemented with the consent of the Holders of at least a majority in principal amount of the then Outstanding Securities affected
by such amendment or supplemental indenture voting as a single class, and any existing Default or Event of Default or compliance
with any provision of the Indenture, the Securities Guarantee or the Notes may be waived with the consent of the Holders of a majority
in principal amount of the then Outstanding Securities affected thereby voting as a single class. Without the consent of any Holder
of a Note, the Indenture, the Securities Guarantee or the Notes may be amended or supplemented to, among other things, cure any
ambiguity, defect or inconsistency; to provide for uncertificated Notes in addition to or in place of certificated Notes; to provide
for the assumption of the Issuer’s obligations to Holders of Notes in the case of a merger or consolidation or sale of all
or substantially all of the Issuer’s assets; to add additional Securities Guarantees with respect to the Notes; to secure
the Notes; to make any other change that would provide any additional rights or benefits to the Holders of Notes or that does not
adversely affect the legal rights under the Indenture of any such Holder; or to comply with requirements of the Commission in order
to effect or maintain the qualification of the applicable Indenture under the Trust Indenture Act.


 


(11)       Defaults
and Remedies. Events of Default with respect to the Notes include: (i) default in the payment of principal or any premium on
the Notes when due and payable; (ii) default in the payment of interest on the Notes within 30 days after the applicable due date;
(iii) breach of any other term of the Indenture for 90 days after receipt of a notice of Default stating the Issuer is in breach;
(iv) default under any of certain Debt of the Issuer, Ventas, Inc. and its Significant Subsidiaries, which default results in the
acceleration of the maturity of such indebtedness, unless such other Debt is discharged, or the acceleration is rescinded or annulled,
within 30 days after the Issuer, Ventas, Inc. or any of its Significant Subsidiaries, as applicable, receive notice of the default;
and (v) certain events in bankruptcy, insolvency or reorganization occur with respect to the Issuer, Ventas, Inc. or any of its
Significant Subsidiaries or any group of Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary. If any
Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then Outstanding
Notes may declare the entire principal amount of the Notes to be due and payable; provided, that the sole remedy for an
Event of Default relating to a failure to comply with any of the provisions of Section 4.03 of the Indenture shall consist exclusively
of the right to receive additional interest on the Notes in accordance with the terms set forth in the Indenture. Notwithstanding
the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, all Outstanding Notes
will become due and payable without further action or notice. Holders may not enforce the Indenture or the Notes except as provided
in the Indenture. Subject to certain limitations, the Holders of a majority in principal amount of the then Outstanding Notes may
direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Notes notice of any continuing
Default or Event of Default (except a Default or Event of Default in the payment of principal or interest) if and so long as it
in good faith determines that withholding notice is in the interest of the Holders of the Notes. Subject to certain exceptions,
the Holders of a majority in aggregate principal amount of the then Outstanding Notes by notice to the Trustee may on behalf of
the Holders of all of the Notes waive any existing Default or Event of Default and its consequences under the Indenture except
a continuing Default or Event of Default in the payment of principal of, premium, if any, or interest on the Notes. The Issuer
is required to deliver to the Trustee annually a statement regarding compliance with the Indenture.


 


(12)       Trustee
Dealings with Issuer. The Trustee, in its individual or any other capacity, may make loans to, accept deposits from, and perform
services for the Issuer or its Affiliates, and may otherwise deal with the Issuer or its Affiliates as if it were not the Trustee.


 


(13)       No
Recourse Against Others. No director, officer, employee or stockholder of Ventas, Inc. or any of its Subsidiaries, as such,
will have any liability for any obligations of Ventas, Inc. or any of its Subsidiaries under the Notes or the Indenture based on,
in respect of, or by reason of such obligations or their creation. Each Holder by accepting a Note waives and releases all such
liability. The foregoing waiver and release are an integral part of the consideration for the issuance of the Notes.


 






    A-5


     


    

 


(14)       Authentication.
This Note will not be valid until authenticated by the manual signature of the Trustee or an authenticating agent.


 


(15)       Abbreviations.
Customary abbreviations may be used in the name of a Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT (=
tenants by the entireties), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian),
and U/G/M/A (= Uniform Gifts to Minors Act).


 


(16)       CUSIP
Numbers. Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification Procedures, the Issuer
has caused CUSIP numbers to be printed on the Notes and the Trustee may use CUSIP numbers in notices of redemption as a convenience
to Holders. No representation is made as to the accuracy of such numbers either as printed on the Notes or as contained in any
notice of redemption and reliance may be placed only on the other identification numbers placed thereon.


 


(17)       The
due and punctual payment of principal and interest and premium, if any, on the Notes is unconditionally guaranteed on an unsecured
senior basis by the Guarantor to the extent set forth in, and subject to the provisions of, the Indenture.


 






    A-6


     


    

 


The Issuer will furnish to any Holder upon written request and
without charge a copy of the Indenture. Requests may be made to:


 


Ventas Realty, Limited Partnership

c/o Ventas, Inc.

500 North Hurstbourne Parkway, Suite 200


Louisville, Kentucky 40222

Attention: General Counsel


 






    A-7


     


    

 


Assignment Form


 


To assign this Note, fill in the form below:


 


	(I) or (we) assign and transfer this Note to:	 
	 	(Insert assignee’s legal name)





 


	(Insert assignee’s Soc. Sec. or Tax I.D. No.)
	 
	 
	 
	(Print or type assignee’s name, address and zip code)
		 






	and irrevocably appoint	 
	to transfer this Note on the books of the Issuer.  The agent may substitute another to act for him. 




 



 


	Date:	           	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	Your Signature: 	 
	 	 	 	 	(Sign exactly as your name appears on the face of this Note)
	 	 	 	 	 	 
	Signature Guarantee*:	 	 	 	 






 


		*	Participant in a recognized Signature Guarantee Medallion
Program (or other signature guarantor acceptable to the Trustee).



 






    A-8


     


    

 


SCHEDULE OF EXCHANGES OF INTERESTS IN
THE GLOBAL NOTE


 


The following exchanges of a part of this Global Note for an
interest in another Global Note or for a Definitive Note, or exchanges of a part of another Global Note or Definitive Note for
an interest in this Global Note, have been made:


 


	Date of Exchange	 	Amount of
 decrease in
 Principal Amount
 of this Global Note	 	Amount of increase
 in Principal
 Amount of this
 Global Note	 	Principal Amount
 of this Global Note
 following
 such decrease
 (or increase)	 	Signature of
 authorized
 officer of Trustee
 or Custodian
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 



 






    A-9