SBRA EX 4.1 Fifth Supplement Indenture


EXECUTION COPY
January 11, 2013






FIFTH SUPPLEMENTAL INDENTURE (this “Fifth Supplemental Indenture”), dated as of January 11, 2013, among Sabra Health Care Limited Partnership, a Delaware limited partnership, and Sabra Capital Corporation, a Delaware corporation (together, the “Issuers”), Sabra Health Care REIT, Inc., a Maryland corporation (the “Parent” and a Guarantor, as defined in the Indenture referred to herein), Sabra Michigan, LLC, Sabra Alpena LLC, a Delaware limited liability company, Sabra Cadillac LLC, a Delaware limited liability company, Sabra Gaylord LLC, a Delaware limited liability company, Sabra Greenville LLC, a Delaware limited liability company, Sabra Manistee LLC, a Delaware limited liability company, Sabra Mason LLC, a Delaware limited liability company, Sabra Mecosta LLC, a Delaware limited liability company, Sabra Midland LLC, a Delaware limited liability company and Sabra Tawas LLC, a Delaware limited liability company (each a “Guaranteeing Subsidiary” and collectively, the “Guaranteeing Subsidiaries”), the other Guarantors (as defined in the Indenture referred to herein) and Wells Fargo Bank, National Association, 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 Guarantors have heretofore executed and delivered to the Trustee an indenture (as amended and supplemented, the “Indenture”), dated as of October 27, 2010 providing for the issuance of 8.125% Senior Notes due 2018 (the “Notes”);
WHEREAS, Section 4.14 of the Indenture provides that under certain circumstances each the Parent shall not permit any future Guaranteeing Subsidiary of the Issuers to Guarantee any Indebtedness of the Issuers unless such Guaranteeing Subsidiary shall execute and deliver to the Trustee a supplemental indenture pursuant to which each Guaranteeing Subsidiary shall unconditionally guarantee all of the obligations of the Issuers under the Notes and the Indenture on the terms and conditions set forth herein (the “Note Guaranty”); 
WHEREAS, pursuant to Section 10.03 of the Indenture, each Guaranteeing Subsidiary is required to endorse a notation of its Note Guaranty substantially in the form included in Exhibit D to the Indenture;
WHEREAS, pursuant to Section 9.01 and 9.06 of the Indenture, the Trustee is authorized and directed to execute and deliver this Fifth Supplemental Indenture; and
WHEREAS, all the conditions and requirements necessary to make this Fifth 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, each of the Issuers, the Parent, the Guaranteeing Subsidiaries, the other 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 GUARANTY.  Each Guaranteeing Subsidiary hereby agrees, jointly and severally with all Guarantors, to provide an unconditional Guaranty, on and subject to the terms, conditions and limitations set forth in the Guaranty and 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.    NOTATION OF GUARANTY. Each Guaranteeing Subsidiary hereby agrees that a notation of such Note Guaranty substantially in the form included in Exhibit D to the Indenture shall be endorsed by an Officer of each Guaranteeing Subsidiary in accordance with the requirements of Section 10.03 of the Indenture.
4.    NEW YORK LAW TO GOVERN.  THIS FIFTH 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.
5.    COUNTERPARTS.  The parties may sign any number of copies of this Fifth Supplemental Indenture.  Each signed copy shall be an original, but all of them together represent the same agreement.
6.    EFFECT OF HEADINGS.  The Section headings herein are for convenience only and shall not affect the construction hereof.
7.    THE TRUSTEE.  The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Fifth Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Guaranteeing Subsidiaries, the Issuers and the Parent.
8.    REPRESENTATIONS AND WARRANTIES.  The Issuers, the Parent, each Guarantor and each Guaranteeing Subsidiary hereby represents and warrants to the Trustee and the Holders that all the conditions and requirements 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 thereof have been in all respects duly authorized by the parties hereto.




[Signature pages follow]











IN WITNESS WHEREOF, the parties hereto have caused this Fifth Supplemental Indenture to be duly executed, all as of the date first above written.
	
		
	SABRA HEALTH CARE LIMITED PARTNERSHIP, 
as Issuer,

	by

	 
	/s/Harold W. Andrews, Jr.

	 
	Name:   Harold W. Andrews, Jr.

	 
	Title:   Chief Financial Officer and Secretary








	
		
	SABRA CAPITAL CORPORATION, 
as Issuer,

	by

	 
	/s/Harold W. Andrews, Jr.

	 
	Name:   Harold W. Andrews, Jr.

	 
	Title:   Chief Financial Officer and Secretary








	
		
	SABRA HEALTH CARE REIT, INC., 
as Parent and a Guarantor,

	by

	 
	/s/Harold W. Andrews, Jr.

	 
	Name:   Harold W. Andrews, Jr.

	 
	Title:   Chief Financial Officer and Secretary







[Signature Page to Fifth Supplemental Indenture]








SABRA HEALTH CARE LLC, 
as Subsidiary Guarantor
		
	By:
	/s/Harold W. Andrews, Jr.     
Name:  Harold W. Andrews, Jr. 
Title:    Chief Financial Officer and Secretary


SABRA HEALTH CARE HOLDINGS I, LLC, 
as Subsidiary Guarantor
		
	By:
	/s/Harold W. Andrews, Jr.     
Name:  Harold W. Andrews, Jr. 
Title:    Chief Financial Officer and Secretary


SABRA HEALTH CARE HOLDINGS II, LLC 
as Subsidiary Guarantor
		
	By:
	/s/Harold W. Andrews, Jr.     
Name:  Harold W. Andrews, Jr. 
Title:    Chief Financial Officer and Secretary


ORCHARD RIDGE NURSING CENTER LLC, 
as a Subsidiary Guarantor
		
	By:
	/s/Harold W. Andrews, Jr.     
Name:  Harold W. Andrews, Jr. 
Title:    Chief Financial Officer and Secretary


NEW HAMPSHIRE HOLDINGS LLC, 
as a Subsidiary Guarantor
		
	By:
	/s/Harold W. Andrews, Jr.     
Name:  Harold W. Andrews, Jr. 
Title:    Chief Financial Officer and Secretary


OAKHURST MANOR NURSING CENTER LLC, 
as a Subsidiary Guarantor
		
	By:
	/s/Harold W. Andrews, Jr.     
Name:  Harold W. Andrews, Jr. 
Title:    Chief Financial Officer and Secretary







[Signature Page to Fifth Supplemental Indenture]








SUNSET POINT NURSING CENTER LLC, 
as a Subsidiary Guarantor
		
	By:
	/s/Harold W. Andrews, Jr.     
Name:  Harold W. Andrews, Jr. 
Title:    Chief Financial Officer and Secretary


CONNECTICUT HOLDINGS I LLC, 
as a Subsidiary Guarantor
		
	By:
	/s/Harold W. Andrews, Jr.     
Name:  Harold W. Andrews, Jr. 
Title:    Chief Financial Officer and Secretary


WEST BAY NURSING CENTER LLC, 
as a Subsidiary Guarantor
		
	By:
	/s/Harold W. Andrews, Jr.     
Name:  Harold W. Andrews, Jr. 
Title:    Chief Financial Officer and Secretary


HHC 1998-I TRUST, 
as a Subsidiary Guarantor
		
	By:
	/s/Harold W. Andrews, Jr.     
Name:  Harold W. Andrews, Jr. 
Title:    Chief Financial Officer and Secretary


NORTHWEST HOLDINGS I LLC, 
as a Subsidiary Guarantor
		
	By:
	/s/Harold W. Andrews, Jr.     
Name:  Harold W. Andrews, Jr. 
Title:    Chief Financial Officer and Secretary


395 HARDING STREET, LLC, 
as a Subsidiary Guarantor
		
	By:
	/s/Harold W. Andrews, Jr.     
Name:  Harold W. Andrews, Jr. 
Title:    Chief Financial Officer and Secretary









[Signature Page to Fifth Supplemental Indenture]








1104 WESLEY AVENUE, LLC, 
as a Subsidiary Guarantor
		
	By:
	/s/Harold W. Andrews, Jr.     
Name:  Harold W. Andrews, Jr. 
Title:    Chief Financial Officer and Secretary


KENTUCKY HOLDINGS I, LLC, 
as a Subsidiary Guarantor
		
	By:
	/s/Harold W. Andrews, Jr.     
Name:  Harold W. Andrews, Jr. 
Title:    Chief Financial Officer and Secretary


SABRA LAKE DRIVE, LLC (FKA PEAK MEDICAL OKLAHOMA HOLDINGS-LAKE DRIVE, INC.), 
as a Subsidiary Guarantor
		
	By:
	/s/Harold W. Andrews, Jr.     
Name:  Harold W. Andrews, Jr. 
Title:    Chief Financial Officer and Secretary


BAY TREE NURSING CENTER LLC, 
as a Subsidiary Guarantor
		
	By:
	/s/Harold W. Andrews, Jr.     
Name:  Harold W. Andrews, Jr. 
Title:    Chief Financial Officer and Secretary


SABRA HEALTH CARE HOLDINGS III, LLC, 
as a Subsidiary Guarantor
		
	By:
	/s/Harold W. Andrews, Jr.     
Name:  Harold W. Andrews, Jr. 
Title:    Chief Financial Officer and Secretary


SABRA HEALTH CARE HOLDINGS IV, LLC, 
as a Subsidiary Guarantor
		
	By:
	/s/Harold W. Andrews, Jr.     
Name:  Harold W. Andrews, Jr. 
Title:    Chief Financial Officer and Secretary







[Signature Page to Fifth Supplemental Indenture]








SABRA IDAHO, LLC, 
as a Subsidiary Guarantor
		
	By:
	/s/Harold W. Andrews, Jr.     
Name:  Harold W. Andrews, Jr. 
Title:    Chief Financial Officer and Secretary


SABRA CALIFORNIA II, LLC, 
as a Subsidiary Guarantor
		
	By:
	/s/Harold W. Andrews, Jr.     
Name:  Harold W. Andrews, Jr. 
Title:    Chief Financial Officer and Secretary


SABRA NEW MEXICO, LLC, 
as a Subsidiary Guarantor
		
	By:
	/s/Harold W. Andrews, Jr.     
Name:  Harold W. Andrews, Jr. 
Title:    Chief Financial Officer and Secretary


SABRA CONNECTICUT II, LLC, 
as a Subsidiary Guarantor
		
	By:
	/s/Harold W. Andrews, Jr.     
Name:  Harold W. Andrews, Jr. 
Title:    Chief Financial Officer and Secretary


SABRA OHIO, LLC, 
as a Subsidiary Guarantor
		
	By:
	/s/Harold W. Andrews, Jr.     
Name:  Harold W. Andrews, Jr. 
Title:    Chief Financial Officer and Secretary


SABRA KENTUCKY, LLC, 
as a Subsidiary Guarantor
		
	By:
	/s/Harold W. Andrews, Jr.     
Name:  Harold W. Andrews, Jr. 
Title:    Chief Financial Officer and Secretary









[Signature Page to Fifth Supplemental Indenture]








SABRA NC, LLC, 
as a Subsidiary Guarantor
		
	By:
	/s/Harold W. Andrews, Jr.     
Name:  Harold W. Andrews, Jr. 
Title:    Chief Financial Officer and Secretary







[Signature Page to Fifth Supplemental Indenture]








SABRA TEXAS PROPERTIES, L.P., 
a Texas limited partnership 
as a Subsidiary Guarantor
  By: Sabra Texas GP, LLC, its General Partner
		
	By:
	/s/Harold W. Andrews, Jr.     
Name:  Harold W. Andrews, Jr. 
Title:    Chief Financial Officer and Secretary


SABRA TEXAS GP, LLC, 
as a Subsidiary Guarantor
		
	By:
	/s/Harold W. Andrews, Jr.     
Name:  Harold W. Andrews, Jr. 
Title:    Chief Financial Officer and Secretary


SABRA TEXAS HOLDINGS, L.P., 
a Texas limited partnership 
as a Subsidiary Guarantor
  By: Sabra Texas Holdings GP, LLC, its General Partner
		
	By:
	/s/Harold W. Andrews, Jr.     
Name:  Harold W. Andrews, Jr. 
Title:    Chief Financial Officer and Secretary


SABRA TEXAS HOLDINGS GP, LLC, 
as a Subsidiary Guarantor
		
	By:
	/s/Harold W. Andrews, Jr.     
Name:  Harold W. Andrews, Jr. 
Title:    Chief Financial Officer and Secretary


SABRA HEALTH CARE DELAWARE, LLC, 
as a Subsidiary Guarantor
		
	By:
	/s/Harold W. Andrews, Jr.     
Name:  Harold W. Andrews, Jr. 
Title:    Chief Financial Officer and Secretary


SABRA HEALTH CARE VIRGINIA, LLC, 
as a Subsidiary Guarantor
		
	By:
	/s/Harold W. Andrews, Jr.     
Name:  Harold W. Andrews, Jr. 
Title:    Chief Financial Officer and Secretary



[Signature Page to Fifth Supplemental Indenture]








SABRA HEALTH CARE PENNSYLVANIA, LLC, 
as a Subsidiary Guarantor
		
	By:
	/s/Harold W. Andrews, Jr.     
Name:  Harold W. Andrews, Jr. 
Title:    Chief Financial Officer and Secretary


SABRA HEALTH CARE NORTHEAST, LLC, 
as a Subsidiary Guarantor
		
	By:
	/s/Harold W. Andrews, Jr.     
Name:  Harold W. Andrews, Jr. 
Title:    Chief Financial Officer and Secretary


SABRA PHOENIX TRS VENTURE, LLC, 
as a Subsidiary Guarantor
		
	By:
	/s/Harold W. Andrews, Jr.     
Name:  Harold W. Andrews, Jr. 
Title:    Chief Financial Officer and Secretary


SABRA MICHIGAN, LLC, 
as a Guaranteeing Subsidiary




By:/s/Harold W. Andrews, Jr        
Name:  Harold W. Andrews, Jr.
Title:    Chief Financial Officer and Secretary


SABRA ALPENA LLC, 
as a Guaranteeing Subsidiary




By:/s/Harold W. Andrews, Jr.        
Name:  Harold W. Andrews, Jr.
Title:    Chief Financial Officer and Secretary
        
SABRA CADILLAC LLC, 
as a Guaranteeing Subsidiary




By:/s/Harold W. Andrews, Jr.    
Name:  Harold W. Andrews, Jr.
Title:    Chief Financial Officer and Secretary


SABRA GAYLORD LLC, 
as a Guaranteeing Subsidiary




By:/s/Harold W. Andrews, Jr.        
Name:  Harold W. Andrews, Jr.
Title:    Chief Financial Officer and Secretary





[Signature Page to Fifth Supplemental Indenture]








SABRA GREENVILLE LLC, 
as a Guaranteeing Subsidiary
		
	By:
	/s/Harold W. Andrews, Jr.     
Name:  Harold W. Andrews, Jr. 
Title:    Chief Financial Officer and Secretary


SABRA MANISTEE LLC, 
as a Guaranteeing Subsidiary
		
	By:
	/s/Harold W. Andrews, Jr.     
Name:  Harold W. Andrews, Jr. 
Title:    Chief Financial Officer and Secretary


SABRA MASON LLC, 
as a Guaranteeing Subsidiary
		
	By:
	/s/Harold W. Andrews, Jr.     
Name:  Harold W. Andrews, Jr. 
Title:    Chief Financial Officer and Secretary


SABRA MECOSTA LLC, 
as a Guaranteeing Subsidiary
		
	By:
	/s/Harold W. Andrews, Jr.     
Name:  Harold W. Andrews, Jr. 
Title:    Chief Financial Officer and Secretary


SABRA MIDLAND LLC, 
as a Guaranteeing Subsidiary
		
	By:
	/s/Harold W. Andrews, Jr.     
Name:  Harold W. Andrews, Jr. 
Title:    Chief Financial Officer and Secretary


SABRA TAWAS LLC, 
as a Guaranteeing Subsidiary
		
	By:
	/s/Harold W. Andrews, Jr.     
Name:  Harold W. Andrews, Jr. 
Title:    Chief Financial Officer and Secretary



[Signature Page to Fifth Supplemental Indenture]












	
		
	WELLS FARGO BANK, NATIONAL ASSOCIATION, 
as Trustee,

	by

	 
	/s/Maddy Hall

	 
	Name:   Maddy Hall

	 
	Title:   Vice President









[Signature Page to Fifth Supplemental Indenture]