EX-4.2



 Exhibit 4.2 

THIS FIRST SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of May 15, 2014, 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 A 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
October 16, 2013 (the “Indenture”), providing for the issuance of the Issuers’ 6% Senior Notes due 2021 (the “Notes”); 

WHEREAS, on the date hereof, the New Guarantors, which constitute Restricted Subsidiaries that are not Subsidiary Guarantors, became
guarantors with respect to that certain Credit Agreement, dated as of May 14, 2014, among the Partnership, as Parent Borrower, Aviv Healthcare Capital Corporation, as Subsidiary Borrower, the Parent, as REIT Guarantor, and the other guarantors
named therein, Bank of America, N.A., as Administrative Agent, and the other lenders party thereto; 
 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. 
 6. Trustee. The Trustee accepts the amendment of the Indenture effected by this Supplemental
Indenture and agrees to execute the trust created by the Indenture as hereby amended, but only upon the terms and conditions set forth in the Indenture, including the terms and provisions defining and limiting the liabilities and responsibilities of
the Trustee, which terms and provisions shall in like manner define and limit its liabilities and responsibilities in the performance of the trust created by the Indenture as hereby amended. Without limiting the generality of the foregoing, the
Trustee shall not be responsible in any manner whatsoever for or with respect to any of the recitals or statements contained herein, all of which recitals or statements are made solely by the Issuers or for or with respect to (i) the validity,
efficacy, or sufficiency of this Supplemental Indenture or any of the terms or provisions hereof, (ii) the proper authorization hereof by the Issuers, Parent, Subsidiary Guarantors or New Guarantors, as applicable, by corporate action or
otherwise, or (iii) the due execution hereof by the Issuers, Parent, Subsidiary Guarantors or New Guarantors, as applicable, and the Trustee makes no representation with respect to any such matters. 

*    *    * 

  
 2 








 IN WITNESS WHEREOF, the parties hereto have caused this First 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/ Craig M. Bernfield
	Name:	 	Craig M. Bernfield
	Title:	 	Chairman and Chief Executive Officer
	
	 AVIV HEALTHCARE CAPITAL

CORPORATION, as Issuer

		
	By:	 	/s/ Craig M. Bernfield
	Name:	 	Craig M. Bernfield
	Title:	 	Chief Executive Officer
	
	AVIV REIT, INC., as Parent and a Guarantor
		
	By:	 	/s/ Craig M. Bernfield
	Name:	 	Craig M. Bernfield
	Title:	 	Chairman and Chief Executive Officer
	
	 AVIV ASSET MANAGEMENT, L.L.C.,

as Subsidiary Guarantor

	
	By: Aviv Healthcare Properties Limited Partnership, its sole member
	
	By: Aviv REIT, Inc., its general partner
		
	By:	 	/s/ Craig M. Bernfield
	Name:	 	Craig M. Bernfield
	Title:	 	Chairman and Chief Executive Officer


 First 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/ Craig M. Bernfield
	Name:	 	Craig M. Bernfield
	Title:	 	Chairman and Chief Executive Officer
	
	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/ Craig M. Bernfield
	Name:	 	Craig M. Bernfield
	Title:	 	Chairman and Chief Executive Officer



  
 First Supplemental
Indenture 








 
			
	The entities listed on Schedule I 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/ Craig M. Bernfield
	Name:	 	Craig M. Bernfield
	Title:	 	Chairman and Chief Executive Officer
	
	 The entities listed on Schedule II 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/ Craig M. Bernfield
	Name:	 	Craig M. Bernfield
	Title:	 	Chairman and Chief Executive Officer



  
 First Supplemental
Indenture 








 
			
	Chardon Ohio Property Holdings, L.L.C., as Subsidiary Guarantor
	
	By: Chardon Ohio Property, L.L.C., its sole member
	
	By: Aviv Financing II, 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/ Craig M. Bernfield
	Name:	 	Craig M. Bernfield
	Title:	 	Chairman and Chief Executive Officer
	
	 Falcon Four Property Holding, L.L.C., as

Subsidiary Guarantor

	
	By: Falcon Four Property, L.L.C., its sole member
	
	By: Aviv Financing II, 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/ Craig M. Bernfield

	Name:	 	Craig M. Bernfield
	Title:	 	Chairman and Chief Executive Officer



  
 First Supplemental
Indenture 








 
			
	The entities listed on Schedule III hereto,
	as Subsidiary Guarantors
	
	By: Aviv Financing III, 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/ Craig M. Bernfield

	Name:	 	Craig M. Bernfield
	Title:	 	Chairman and Chief Executive Officer
	
	 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/ Craig M. Bernfield

	Name:	 	Craig M. Bernfield
	Title:	 	Chairman and Chief Executive Officer



  
 First Supplemental
Indenture 








 
			
	The entities listed on Schedule V hereto,
	as Subsidiary Guarantors
	
	By: Aviv Financing V, 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/ Craig M. Bernfield

	Name:	 	Craig M. Bernfield
	Title:	 	Chairman and Chief Executive Officer



  
 First Supplemental
Indenture 








 
			
	 THE BANK OF NEW YORK MELLON TRUST

COMPANY, N.A.,
 as Trustee,

		
	By:	 	 /s/ Michael Countryman

		 	Name: Michael Countryman
		 	Title: Vice President



  
 First Supplemental
Indenture 








 Schedule A 

New Guarantors 
 446 Sycamore Road, L.L.C.

 Avery Street Property, L.L.C. 
 Bethel ALF Property, L.L.C.

 Brewster ALF Property, L.L.C. 
 Champaign Williamson
Franklin, L.L.C. 
 Chardon Ohio Property Holdings, L.L.C. 

Chardon Ohio Property, L.L.C. 
 Edgewood Drive Property, L.L.C.

 Falcon Four Property Holding, L.L.C. 
 Falcon Four Property,
L.L.C. 
 Florida ALF Properties, L.L.C. 
 Fort Stockton
Property, L.L.C. 
 Gonzales Texas Property, L.L.C. 
 Karissa
Court Property, L.L.C. 
 Kentucky NH Properties, L.L.C. 

Louisville Dutchmans Property, L.L.C. 
 Magnolia Drive Property,
L.L.C. 
 Mishawaka Property, L.L.C. 
 Muscatine Toledo
Properties, L.L.C. 
 New Hope Property, L.L.C. 
 Nicholasville
Kentucky Property, L.L.C. 
 North Royalton Ohio Property, L.L.C. 

Ohio Indiana Property, L.L.C. 
 Oklahoma Two Property, L.L.C. 

Oklahoma Warr Wind, L.L.C. 
 Oso Avenue Property, L.L.C. 

Pennington Road Property, L.L.C. 
 Pocatello Idaho Property,
L.L.C. 
 Ravenna Ohio Property, L.L.C. 
 Rockingham Drive
Property, L.L.C. 
 Sierra Ponds Property, L.L.C. 
 Stephenville
Texas Property, L.L.C. 
 Texas Four Property, L.L.C. 
 Texhoma
Avenue Property, L.L.C. 
 Tulare County Property, L.L.C. 
 West
Yarmouth Property I, L.L.C. 
 West Yarmouth Property II, L.L.C. 

Weston ALF Property, L.L.C. 
 Whitlock Street Property, L.L.C.

 Riverside Nursing Home Associates Two, L.L.C. 
 STBA
Properties, L.L.C. 







 Schedule I 

Subsidiaries of Aviv Financing I, L.L.C. 

Alamogordo Aviv, L.L.C. 
 Arma Yates, L.L.C. 

Bradenton ALF Property, L.L.C. 
 California Aviv, L.L.C. 

Chippewa Valley, L.L.C. 
 Clayton Associates, L.L.C. 

Columbus Western Avenue, L.L.C. 
 Commerce Nursing Homes, L.L.C.

 Commerce Sterling Hart Drive, L.L.C. 
 Conroe Rigby Owen
Road, L.L.C. 
 Denison Texas, L.L.C. 
 Falfurrias Texas, L.L.C.

 Fredericksburg South Adams Street, L.L.C. 
 Freewater Oregon,
L.L.C. 
 Fullerton California, L.L.C. 
 Germantown 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. 
 Jasper Springhill Street, L.L.C. 
 McCarthy Street
Property, L.L.C. 
 Missouri Associates, L.L.C. 
 Missouri
Regency Associates, L.L.C. 
 Mount Washington Property, 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 
 Omaha
Associates, L.L.C. 
 Riverside Nursing Home Associates, L.L.C. 

Santa Ana-Bartlett, L.L.C. 
 Savoy/Bonham Venture, L.L.C. 

Southern California Nevada, L.L.C. 
 Tujunga, L.L.C. 

Washington-Oregon Associates, L.L.C. 
 Wheeler Healthcare
Associates, L.L.C. 







 Schedule II 

Subsidiaries of Aviv Financing II, L.L.C. 

446 Sycamore Road, L.L.C. 
 Arkansas Aviv, L.L.C. 

Avery Street Property, L.L.C. 
 Avon Ohio, L.L.C. 

Belleville Illinois, L.L.C. 
 Bellingham II Associates, L.L.C.

 Bethel ALF Property, L.L.C. 
 BHG Aviv, L.L.C. 

Biglerville Road, L.L.C. 
 Bonham Texas, L.L.C. 

Brewster ALF Property, L.L.C. 
 Burton NH Property, L.L.C. 

Camas Associates, L.L.C. 
 Champaign Williamson Franklin, L.L.C.

 Chardon Ohio Property, L.L.C. 
 Chatham Aviv, L.L.C. 

Clarkston Care, L.L.C. 
 Colonial Madison Associates, L.L.C. 

Columbus Texas Aviv, 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. 

Edgewood Drive Property, L.L.C. 
 Elite Yorkville, L.L.C. 

Falcon Four Property, L.L.C. 
 Florida ALF Properties, L.L.C. 

Fort Stockton Property, L.L.C. 
 Four Fountains Aviv, L.L.C. 

Giltex Care, L.L.C. 
 Gonzales Texas Property, L.L.C. 

Great Bend Property, L.L.C. 
 HHM Aviv, L.L.C. 

Hidden Acres Property, L.L.C. 
 Idaho Associates, L.L.C. 

Iowa Lincoln County Property, L.L.C. 
 Karan Associates Two,
L.L.C. 
 Karissa Court Property, L.L.C. 
 KB Northwest
Associates, L.L.C. 
 Kentucky NH Properties, L.L.C. 

Louisville Dutchmans Property, L.L.C. 
 Magnolia Drive Property,
L.L.C. 
 Mansfield Aviv, L.L.C. 
 Massachusetts Nursing Homes,
L.L.C. 
 Minnesota Associates, L.L.C. 







 Mishawaka Property, L.L.C. 

Monterey Park Leasehold Mortgage, L.L.C. 
 Mt. Vernon Texas,
L.L.C. 
 Murray County, L.L.C. 
 Muscatine Toledo Properties,
L.L.C. 
 New Hope Property, L.L.C. 
 Nicholasville Kentucky
Property, L.L.C. 
 North Royalton Ohio Property, 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 Three, L.L.C. 
 Ohio Aviv Two, L.L.C. 

Ohio Aviv, L.L.C. 
 Ohio Indiana Property, L.L.C. 

Oklahoma Two Property, L.L.C. 
 Oklahoma Warr Wind, L.L.C. 

Oregon Associates, L.L.C. 
 Oso Avenue Property, L.L.C. 

Peabody Associates, L.L.C. 
 Pennington Road Property, L.L.C. 

Pocatello Idaho Property, L.L.C. 
 Prescott Arkansas, L.L.C. 

Ravenna Ohio Property, L.L.C. 
 Richland Washington, L.L.C. 

Rockingham Drive Property, L.L.C. 
 Santa Fe Missouri Associates,
L.L.C. 
 Searcy Aviv, L.L.C. 
 Sierra Ponds Property, L.L.C.

 Skyview Associates, L.L.C. 
 Star City Arkansas, L.L.C. 

Stephenville Texas Property, L.L.C. 
 Texas Four Property, L.L.C.

 Texhoma Avenue Property, L.L.C. 
 Tulare County Property,
L.L.C. 
 Wellington Leasehold, L.L.C. 
 West Pearl Street,
L.L.C. 
 West Yarmouth Property I, L.L.C. 
 West Yarmouth
Property II, L.L.C. 
 Weston ALF Property, L.L.C. 
 Whitlock
Street Property, L.L.C. 
 Yuba Aviv, L.L.C. 







 Schedule III 

Subsidiaries of Aviv Financing III, L.L.C. 

Riverside Nursing Home Associates Two, L.L.C. 
 STBA Properties,
L.L.C. 







 Schedule IV 

Subsidiaries of Aviv Financing IV, L.L.C. 

Aviv Foothills, L.L.C. 
 Aviv Liberty, L.L.C. 

California Aviv Two, L.L.C. 
 Effingham Associates, L.L.C. 

Elite Mattoon, L.L.C. 
 Gardnerville Property, L.L.C. 

Kansas Five Property, L.L.C. 
 Karan Associates, L.L.C. 

Manor Associates, L.L.C. 
 Newtown ALF Property, L.L.C. 

Ohio Pennsylvania Property, L.L.C. 
 Orange ALF Property, L.L.C.

 Pomona Vista L.L.C. 
 Raton Property Limited Company 

Red Rocks, L.L.C. 
 Rose Baldwin Park Property, L.L.C. 

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

Sandalwood Arkansas Property, L.L.C. 
 Sedgwick Properties, L.L.C.

 Sun-Mesa Properties, L.L.C. 
 VRB Aviv, L.L.C. 

Watauga Associates, L.L.C. 
 Willis Texas Aviv, L.L.C. 







 Schedule V 

Subsidiaries of Aviv Financing V, L.L.C. 

Casa/Sierra California Associates, L.L.C. 
 Florida Four
Properties, L.L.C. 
 Glendale NH Property, L.L.C. 
 Kingsville
Texas, L.L.C. 
 Montana Associates, L.L.C. 
 Orange, L.L.C.

 Peabody Associates Two, L.L.C. 
 Seguin Texas Property,
L.L.C. 
 Southeast Missouri Property, L.L.C. 
 Stevens Avenue
Property, L.L.C. 
 Texas Fifteen Property, L.L.C.