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                                                                    EXHIBIT 4.10

                                 PROMISSORY NOTE

$225,000,000                                                  December 12, 2001


         FOR VALUE RECEIVED, the undersigned, VENTAS FINANCE I, LLC, a Delaware
limited liability company ("Borrower"), promises to pay to the order of MERRILL
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LYNCH MORTGAGE LENDING, INC., a Delaware corporation (together with its
successors and assigns, "Lender"), at c/o Merrill Lynch & Co., Four World
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Financial Center, 250 Vesey Street, North Tower, New York, New York 10080, or
such other place as Lender may designate in writing, the principal sum of Two
Hundred Twenty-Five Million and 00/100 Dollars ($225,000,000), with interest on
the unpaid principal balance from the date of this Note, until paid, at the
Interest Rate in effect for each Component of the Loan from time to time
hereunder. Capitalized terms used but not otherwise defined herein shall have
the respective meanings given thereto in the Loan Agreement (hereinafter
defined).

         PAYMENTS OF PRINCIPAL AND INTEREST. On January 9, 2002 (the "First
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Payment Date"), Borrower shall make a payment to Lender of interest on the
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outstanding principal balance of this Note at the Interest Rate, for the period
from the date hereof through and including the last day of the Interest Accrual
Period in which this Note is executed, plus the principal amount due for such
Payment Date as set forth on Schedule 1 attached hereto. On each Payment Date
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thereafter through but excluding the Maturity Date (hereinafter defined),
Borrower shall make monthly payments to Lender of (i) interest in an amount
equal to interest accrued on the outstanding principal balance of each Component
of the Loan at the Interest Rate in effect for such Component for the related
Interest Accrual Period plus (ii) the principal amount due for such monthly
payment date as set forth on Schedule 1 attached hereto. All principal payments
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shall be applied first to reduce the outstanding principal of Component A until
the principal amount of such Component is paid in full and then sequentially to
the other Components in alphabetical order until the principal amount of each of
the other Components is, in turn, paid in full.

         To the extent not sooner due and payable in accordance with the Loan
Documents, the then outstanding principal balance of the Loan, all accrued and
unpaid interest thereon (including interest through the end of the Interest
Accrual Period then in effect), the applicable Prepayment Consideration (if any)
and all other amounts due hereunder and under the other Loan Documents
(collectively the "Debt") shall be due and payable on December 9, 2006. Said
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date or such other date on which the final payment of the Debt becomes due
hereunder or under the Loan Agreement or the other Loan Documents, whether at
such stated maturity date, by acceleration, or otherwise, shall be referred to
herein as the "Maturity Date".
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         Interest on the principal sum of this Note shall be calculated on the
basis of a 360 day year, and shall be charged for the actual number of days
elapsed during any month or other accrual period. Interest on this Note shall be
payable in arrears (except with respect to the number of days from the Payment
Date in any Interest Accrual Period to the last day of such Interest Accrual
Period (if such Interest Accrual Period does not end on such Payment Date) as to
which interest shall be payable in advance).

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     SECURITY; LOAN DOCUMENTS. This Note is being executed and delivered
     ------------------------
pursuant to that certain Loan and Security Agreement, dated as of the date
hereof (as amended, modified or restated from time to time, the "Loan
                                                                 ----
Agreement"), between Borrower and Lender, to which reference is hereby made for
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the terms and conditions governing this Note, including the terms and conditions
under which this Note may be prepaid or its maturity accelerated. This Note is
secured by, among other things, the Mortgages, executed by Borrower, encumbering
its fee simple interests in and to certain properties as more particularly
described therein (the "Properties"). This Note, the Loan Agreement, the
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Mortgages and all other documents or instruments given by Borrower or any
guarantor and accepted by Lender for purposes of evidencing, securing,
perfecting, or guaranteeing the indebtedness evidenced by this Note, each as
amended, modified or restated from time to time, may be referred to as the "Loan
                                                                            ----
Documents."
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     PREPAYMENT; PREPAYMENT CONSIDERATION. Borrower may prepay the Loan in whole
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or in part at any time subject to the terms and conditions of Section 2.6 of the
Loan Agreement (including, without limitation, upon payment of Prepayment
Consideration as and to the extent required thereunder).

     EVENTS OF DEFAULT; ACCELERATION. Upon and at any time following the
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occurrence of any Event of Default, at the option of Lender and without notice,
the entire principal amount and all interest accrued and outstanding hereunder
and all other amounts outstanding under any of the Loan Documents shall at once
become due and payable, and Lender may exercise any and all of its rights and
remedies under any of the Loan Documents or pursuant to applicable law. Lender
may so accelerate such obligations and exercise such remedies at any time after
the occurrence of any Event of Default, regardless of any prior forbearance.

     LATE CHARGES; DEFAULT INTEREST. If an Event of Default relating to
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non-payment of any principal (other than non-payment of the outstanding Loan at
the Maturity Date), interest or other sums due under this Note or under any of
the other Loan Documents shall occur, then Borrower shall pay to Lender, in
addition to all sums otherwise due and payable, a late fee in an amount equal to
three percent (3%) of such principal, interest or other sums due hereunder or
under any other Loan Document (or, in the case of a partial payment, the unpaid
portion thereof), such late charge to be immediately due and payable without
demand by Lender.

     Upon the occurrence and during the continuance of an Event of Default and
in any event from and after the Maturity Date of the Loan, the outstanding
principal balance of each Component of the Loan and all other Obligations shall
bear interest until paid in full at a rate per annum (the "Default Rate") equal
                                                           ------------
to the sum of (i) three percent (3%) and (ii) the Interest Rate otherwise
applicable for such Component under this Note.

     Borrower agrees that such late charge and Default Rate of interest are
reasonable and do not constitute a penalty.

     INTEREST LAWS. Notwithstanding any provision to the contrary contained in
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this Note, the Loan Agreement or the other Loan Documents, Borrower shall not be
required to pay, and Lender shall not be permitted to collect, any amount of
interest in excess of the maximum amount of interest permitted by law ("Excess
                                                                        ------
Interest"). If any Excess Interest is provided for or
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determined by a court of competent jurisdiction to have been provided for in
this Note, the Loan Agreement or in any of the other Loan Documents, then in
such event: (1) the provisions of this subsection shall govern and control; (2)
Borrower shall not be obligated to pay any Excess Interest; (3) any Excess
Interest that Lender may have received hereunder shall be, at Lender's option,
(a) applied as a credit against either or both of the outstanding principal
balance of the Loan or accrued and unpaid interest thereunder (not to exceed the
maximum amount permitted by law), (b) refunded to the payor thereof, or (c) any
combination of the foregoing; (4) the interest rate(s) provided for herein shall
be automatically reduced to the maximum lawful rate allowed from time to time
under applicable law (the "Maximum Rate"), and this Note, the Loan Agreement and
                           ------------
the other Loan Documents shall be deemed to have been and shall be, reformed and
modified to reflect such reduction; and (5) Borrower shall not have any action
against Lender for any damages arising out of the payment or collection of any
Excess Interest. Notwithstanding the foregoing, if for any period of time
interest on any Obligation is calculated at the Maximum Rate rather than the
applicable rate under this Note, and thereafter such applicable rate becomes
less than the Maximum Rate, the rate of interest payable on such Obligations
shall, to the extent permitted by law, remain at the Maximum Rate until Lender
shall have received or accrued the amount of interest which Lender would have
received or accrued during such period on Obligations had the rate of interest
not been limited to the Maximum Rate during such period. If the Default Rate
shall be finally determined to be unlawful, then the Interest Rate shall be
applicable during any time when the Default Rate would have been applicable
hereunder, provided however that if the Maximum Rate is greater or lesser than
the Interest Rate, then the foregoing provisions of this paragraph shall apply.

         CERTAIN RIGHTS AND WAIVERS. From time to time, without affecting the
         --------------------------
obligation of Borrower or its successors or assigns to pay the outstanding
principal balance of this Note, interest thereon and other amounts due hereunder
and to observe the covenants contained herein, in the Loan Agreement, the
Mortgages or in any other Loan Document, without affecting the guaranty of any
person or entity for payment of the outstanding principal balance of this Note,
without giving notice to or obtaining the consent of Borrower or its successors
or assigns or any guarantors or indemnitor, and without liability on the part of
Lender, Lender may, at its option, extend the time for payment of the
outstanding principal balance of this Note or any part thereof, reduce the
payments thereon, release anyone liable for payment of all or a portion of said
indebtedness, accept a renewal of this Note, modify the terms and time of
payment of said outstanding principal balance, join in any extension or
subordination agreement, release any security given herefor, take or release
other or additional security, and agree in writing with the undersigned to
modify the rate of interest or period of amortization of this Note or change the
amount of the monthly installments payable hereunder.

         Presentment, notice of dishonor, and protest are hereby waived by
Borrower and all makers, sureties, guarantors and endorsers hereof. This Note
shall be binding upon Borrower and its successors and assigns.

         BORROWER AND LENDER EACH HEREBY KNOWINGLY, VOLUNTARILY AND
INTENTIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT TO ANY
LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER OR IN CONJUNCTION WITH THIS
NOTE, THE INSTRUMENT, ANY OTHER LOAN DOCUMENT, ANY OTHER AGREEMENT CONTEMPLATED
TO BE EXECUTED IN

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CONNECTION HEREWITH, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS
(WHETHER VERBAL OR WRITTEN) OR ACTIONS OF EITHER PARTY.

     ASSIGNMENT AND TRANSFER OF NOTE. Subject to the provisions of the Loan
     -------------------------------
Agreement, Lender shall have the right to assign or transfer, in whole or in
part (including the right to grant participation interests in), any or all of
its rights and obligations under this Note, the Loan Agreement, the Mortgages
and any or all of the other Loan Documents. Lender shall be released of any
obligations to the extent that the same are so assigned or transferred, and the
rights and obligations of "Lender" hereunder shall become the rights and
obligations of the transferee holder.

     LIMITATION ON RECOURSE. The obligations of Borrower hereunder are subject
     ----------------------
to limitations on recourse as provided in Article XII of the Loan Agreement.

     ATTORNEYS' FEES, COSTS OF COLLECTION. Borrower shall pay to Lender on
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demand all out-of-pocket costs and expenses, including reasonable attorneys'
fees and expenses, incurred by Lender in collecting the indebtedness arising
hereunder or under any other Loan Documents or secured thereby or otherwise
exercising any rights or remedies of Lender hereunder or thereunder or at law or
in equity or enforcing the obligations of any parties hereto or thereto, or as a
consequence of any breach or default by Borrower or any guarantor hereunder or
thereunder, or otherwise as a consequence of any right evidenced or secured by
this Note or the Loan Documents. Without limitation, such costs and expenses to
be reimbursed by Borrower shall include reasonable attorneys' fees and expenses
incurred in any bankruptcy case or proceeding and in any appeal.

     APPLICABLE LAW. This Note shall be governed by and construed in accordance
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with the laws of the State of New York applicable to contracts made and
performed in the State of New York and any applicable laws of the United States
of America.

     TIME OF ESSENCE. Time shall be of the essence as to all of the terms,
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covenants and conditions of this Note. If the due date of any payment due
hereunder or under any of the other Loan Documents shall fall on a day other
than a Business Day, Borrower shall be required to make such payment on the next
succeeding Business Day.

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         IN WITNESS WHEREOF, the undersigned has executed this Promissory Note
as of the date first written above.

                                           BORROWER:

                                           VENTAS FINANCE I, LLC,
                                           a Delaware limited liability company


                                           By: /s/ T. Richard Riney
                                               ---------------------------------
                                               Name:  T. Richard Riney
                                               Title: Executive Vice President