EX-4.2



 EXHIBIT 4.2 

THIS SECOND SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of September 30, 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 (“AHCC”, together with the Partnership, the
“Issuers” and each, an “Issuer”), Aviv REIT, Inc., a Maryland corporation (the “Parent”), as Guarantor, the 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, as supplemented by that certain First Supplemental Indenture dated as of May 15, 2014 (collectively, the “Indenture”), providing for the issuance of the Issuers’ 6% Senior Notes due 2021 (the
“Notes”); 
 WHEREAS, on September 29, 2014, 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, AHCC, 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. 

*            *           
 * 







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

			
	AVIV HEALTHCARE PROPERTIES LIMITED PARTNERSHIP, as Issuer
	
	By: Aviv REIT, Inc., its general partner
		
	By:	 	 /s/ Steven J. Insoft

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

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

	Name:	 	Steven J. Insoft
	Title:	 	President and Chief Operating 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/ Steven J. Insoft

	Name:	 	Steven J. Insoft
	Title:	 	President and Chief Operating Officer










			
	AVIV HEALTHCARE PROPERTIES OPERATING PARTNERSHIP I, L.P.,
	as a Subsidiary Guarantor
	
	By: Aviv Healthcare Properties Limited Partnership, its general partner
	
	By: Aviv REIT, Inc., its general partner
		
	By:	 	 /s/ Steven J. Insoft

	Name:	 	Steven J. Insoft
	Title:	 	President and Chief Operating 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/ Steven J. Insoft

	Name:	 	Steven J. Insoft
	Title:	 	President and Chief Operating Officer
	
	 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/ Steven J. Insoft

	Name:	 	Steven J. Insoft
	Title:	 	President and Chief Operating 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/ Steven J. Insoft

	Name:	 	Steven J. Insoft
	Title:	 	President and Chief Operating Officer
	
	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/ Steven J. Insoft

	Name:	 	Steven J. Insoft
	Title:	 	President and Chief Operating 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/ Steven J. Insoft

	Name:	 	Steven J. Insoft
	Title:	 	President and Chief Operating Officer










			
	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/ Steven J. Insoft

	Name:	 	Steven J. Insoft
	Title:	 	President and Chief Operating 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/ Steven J. Insoft

	Name:	 	Steven J. Insoft
	Title:	 	President and Chief Operating Officer


  

			
	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/ Steven J. Insoft

	Name:	 	Steven J. Insoft
	Title:	 	President and Chief Operating Officer


  

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

as Trustee,

		
	By:	 	 /s/ Lawrence M. Kusch

		 	Name:	 	Lawrence M. Kusch
		 	Title:	 	Vice President









 Schedule A 

New Guarantors 
 St. Joseph Missouri
Property, L.L.C. 
 Washington Idaho Property, 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. 
 Brewster 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. 
 West Yarmouth Property I, L.L.C. 
 West
Yarmouth Property II, L.L.C. 
 Weston ALF Property, 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. 

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. 
 St. Joseph Missouri Property, 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. 
 Washington Idaho
Property, L.L.C. 
 Wellington Leasehold, L.L.C. 
 West Pearl
Street, 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.