Exhibit 4.4
MPT OF DESOTO, L.P.,
as Guarantor,
MPT OF DESOTO, LLC,
as Guarantor,
MPT OPERATING PARTNERSHIP, L.P.
and
MPT FINANCE CORPORATION,
as Issuers,
MEDICAL PROPERTIES TRUST, INC.,
as Parent and a Guarantor,
the other GUARANTORS named herein,
as Guarantors,
and
WILMINGTON TRUST COMPANY,
as Trustee
FIRST SUPPLEMENTAL INDENTURE
Dated as of August 10, 2011
To
INDENTURE
Dated as of April 26, 2011
6.875% Senior Notes due 2021
FIRST SUPPLEMENTAL INDENTURE
FIRST SUPPLEMENTAL INDENTURE (this “First Supplemental Indenture”), dated as of August 10, 2011, by and among MPT of Desoto, L.P., a Delaware limited partnership (“Desoto LP”), MPT of Desoto, LLC, a Delaware limited liability company (“Desoto LLC” and together with Desoto LP, the “New Guaranteeing Subsidiaries”), MPT Operating Partnership, L.P., a Delaware limited partnership (“Opco”), MPT Finance Corporation, a Delaware corporation (“Finco” and, together with Opco, the “Issuers”), Medical Properties Trust, Inc., a Maryland corporation (the “Parent”), as Guarantor, each of the other Guarantors (as defined in the Indenture), as Guarantors, and Wilmington Trust Company, existing under the laws of the United States of America, as Trustee (the “Trustee”).
WITNESSETH
WHEREAS, the Issuers and the Guarantors have heretofore executed and delivered an Indenture, dated as of April 26, 2011 (the “Indenture”), providing for the issuance by the Issuers of the 6.875% Senior Notes due 2021 (the “Notes”);
WHEREAS, pursuant to Section 9.01(a)(4) of the Indenture, the Issuers, the Guarantors and the Trustee may supplement the Indenture without the consent of any Holders in order to add Guarantees with respect to the Notes;
WHEREAS, as of August 8, 2011, the New Guaranteeing Subsidiaries Guaranteed the Credit Agreement, and pursuant to Section 4.14(a) of the Indenture, the New Guaranteeing Subsidiaries are required to become Guarantors under the Indenture;
WHEREAS, the Indenture requires that an entity that constitutes a Guarantor shall join the Issuers and the existing Guarantors in executing and delivering to the Trustee a supplemental indenture pursuant to which such entity shall unconditionally Guarantee, on a joint and several basis, the full and prompt payment of the principal of, premium, if any, and interest in respect of the Notes on a senior basis and all other obligations under the Indenture; and
WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee is authorized to execute and deliver this First Supplemental Indenture.
NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Issuers, the Guarantors, the Trustee and the New Guaranteeing Subsidiaries 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. The rules of interpretation set forth in the Indenture shall be applied here as if set forth in full herein.
2. AGREEMENTTO GUARANTEE. The New Guaranteeing Subsidiaries hereby agree to provide an unconditional Guarantee on the terms and subject to the conditions set forth in the Indenture including but not limited to Article 10 thereof.
3. MISCELLANEOUS PROVISIONS.
(a) The Trustee makes no undertaking or representation in respect of, and shall not be responsible in any manner whatsoever for and in respect of, the validity or sufficiency of this First Supplemental Indenture or the proper authorization or the due execution hereof by the Issuers or for or in respect of the recitals and statements contained herein, all of which recitals and statements are made solely by the Issuers.
(b) On the date hereof, the Indenture shall be supplemented and amended in accordance herewith, and this First Supplemental Indenture shall form part of the Indenture for all purposes, and the Holder of every Note heretofore or hereafter authenticated and delivered under the Indenture shall be bound thereby. The Trustee accepts the trusts created by the Indenture, as amended and supplemented by this First Supplemental Indenture, and agrees to perform the same upon the terms and conditions of the Indenture, as amended and supplemented by this First Supplemental Indenture.
(c) This First Supplemental Indenture shall be deemed to be incorporated in, and made a part of, the Indenture. The Indenture, as amended and supplemented by this First Supplemental Indenture, shall be read, taken and construed as one and the same instrument and all the provisions of the Indenture shall remain in full force and effect in accordance with the terms thereof and as amended and supplemented by this First Supplemental Indenture.
(d)THIS FIRST SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
(e) This First 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.
[Signature Pages Follow]
3
IN WITNESS WHEREOF, the parties hereto have caused this First Supplemental Indenture to be duly executed and attested, all as of the date first above written.
MPT OPERATING PARTNERSHIP, L.P., as Issuer, | ||||
| By: | /s/ R. Steven Hamner | |||
| Name: | R. Steven Hamner | |||
| Title: | Executive Vice President and Chief Financial Officer | |||
MPT FINANCE CORPORATION, as Issuer, | ||||
| By: | /s/ R. Steven Hamner | |||
| Name: | R. Steven Hamner | |||
| Title: | Executive Vice President and Chief Financial Officer | |||
MEDICAL PROPERTIES TRUST, INC., as Parent and a Guarantor, | ||||
| By: | /s/ R. Steven Hamner | |||
| Name: | R. Steven Hamner | |||
| Title: | Executive Vice President and Chief Financial Officer | |||
| MEDICAL PROPERTIES TRUST, INC. | ||||
| By: | /s/ R. Steven Hamner | |||
| Name: | R. Steven Hamner | |||
| Title: | Executive Vice President and Chief Financial Officer | |||
FIRST SUPPLEMENTAL INDENTURE SIGNATURE PAGE
| MPT OF DESOTO, LLC | ||||
| MPT OF VICTORVILLE, LLC | ||||
| MPT OF BUCKS COUNTY, LLC | ||||
| MPT OF BLOOMINGTON, LLC | ||||
| MPT OF COVINGTON, LLC | ||||
| MPT OF DENHAM SPRINGS, LLC | ||||
| MPT OF REDDING, LLC | ||||
| MPT OF CHINO, LLC | ||||
| MPT OF SHERMAN OAKS, LLC | ||||
| MPT OF DALLAS LTACH, LLC | ||||
| MPT OF PORTLAND, LLC | ||||
| MPT OF WARM SPRINGS, LLC | ||||
| MPT OF VICTORIA, LLC | ||||
| MPT OF LULING, LLC | ||||
| MPT OF HUNTINGTON BEACH, LLC | ||||
| MPT OF WEST ANAHEIM, LLC | ||||
| MPT OF LA PALMA, LLC | ||||
| MPT OF PARADISE VALLEY, LLC | ||||
| MPT OF SOUTHERN CALIFORNIA, LLC | ||||
| MPT OF TWELVE OAKS, LLC | ||||
| MPT OF SHASTA, LLC | ||||
| MPT OF WEBSTER, LLC | ||||
| MPT OF TUCSON, LLC | ||||
| MPT OF BOSSIER CITY, LLC | ||||
| MPT OF WEST VALLEY CITY, LLC | ||||
| MPT OF IDAHO FALLS, LLC | ||||
| MPT OF POPLAR BLUFF, LLC | ||||
| MPT OF BENNETTSVILLE, LLC | ||||
| MPT OF DETROIT, LLC | ||||
| MPT OF BRISTOL, LLC | ||||
| MPT OF NEWINGTON, LLC | ||||
| MPT OF ENFIELD, LLC | ||||
| MPT OF PETERSBURG, LLC | ||||
| MPT OF FAYETTEVILLE, LLC | ||||
| 4499 ACUSHNET AVENUE, LLC | ||||
| 8451 PEARL STREET, LLC | ||||
| MPT OF GARDEN GROVE HOSPITAL, LLC | ||||
| MPT OF GARDEN GROVE MOB, LLC | ||||
| MPT OF SAN DIMAS HOSPITAL, LLC | ||||
| MPT OF SAN DIMAS MOB, LLC | ||||
| MPT OF CHERAW, LLC | ||||
| MPT OF FT. LAUDERDALE, LLC. | ||||
| MPT OF PROVIDENCE, LLC | ||||
| MPT OF SPRINGFIELD, LLC | ||||
| MPT OF WARWICK, LLC | ||||
| MPT OF RICHARDSON, LLC | ||||
FIRST SUPPLEMENTAL INDENTURE SIGNATURE PAGE
| MPT OF ROUND ROCK, LLC | ||||||||||
| MPT OF SHENANDOAH, LLC | ||||||||||
| MPT OF HILLSBORO, LLC | ||||||||||
| MPT OF FLORENCE, LLC | ||||||||||
| MPT OF CLEAR LAKE, LLC | ||||||||||
| MPT OF TOMBALL, LLC | ||||||||||
| MPT OF GILBERT, LLC | ||||||||||
| MPT OF CORINTH, LLC | ||||||||||
| MPT OF BAYONNE, LLC | ||||||||||
| MPT OF ALVARADO, LLC | ||||||||||
| MPT OF MORGANTOWN, LLC | ||||||||||
| By: | MPT OPERATING PARTNERSHIP, L.P., | |||||||||
| sole member of each of the above entities | ||||||||||
| By: | MEDICAL PROPERTIES TRUST, LLC, its general partner | |||||||||
| By: | MEDICAL PROPERTIES TRUST, INC, | |||||||||
| its sole member | ||||||||||
| By: | /s/ R. Steven Hamner | |||||||||
| Name: | R. Steven Hamner | |||||||||
| Title: | Executive Vice President and Chief Financial Officer | |||||||||
FIRST SUPPLEMENTAL INDENTURE SIGNATURE PAGE
| MPT OF DESOTO, L.P. | ||||||||||
| By: | MPT OF DESOTO, LLC, its general partner | |||||||||
| By: | MPT OPERATING PARTNERSHIP, L.P., its sole member | |||||||||
| By: | MEDICAL PROPERTIES TRUST, LLC, its general partner | |||||||||
| By: | MEDICAL PROPERTIES TRUST, INC, | |||||||||
| its sole member | ||||||||||
| MPT OF BUCKS COUNTY, L.P. | ||||||||||
| By: | MPT OF BUCKS COUNTY, LLC, its general partner | |||||||||
| By: | MPT OPERATING PARTNERSHIP, L.P., its sole member | |||||||||
| By: | MEDICAL PROPERTIES TRUST, LLC, its general partner | |||||||||
| By: | MEDICAL PROPERTIES TRUST, INC, its sole member | |||||||||
| MPT OF DALLAS LTACH, L.P. | ||||||||||
| By: | MPT OF DALLAS LTACH, LLC, its general partner | |||||||||
| By: | MPT OPERATING PARTNERSHIP, L.P., its sole member | |||||||||
| By: | MEDICAL PROPERTIES TRUST, LLC, its general partner | |||||||||
| By: | MEDICAL PROPERTIES TRUST, INC its sole member | |||||||||
| MPT OF WARM SPRINGS, L.P. | ||||||||||
| By: | MPT OF WARM SPRINGS, LLC, its general partner | |||||||||
| By: | MPT OPERATING PARTNERSHIP, L.P., its sole member | |||||||||
| By: | MEDICAL PROPERTIES TRUST, LLC, its general partner | |||||||||
FIRST SUPPLEMENTAL INDENTURE SIGNATURE PAGE
| By: | MEDICAL PROPERTIES TRUST, INC, its sole member | |||||||||
| MPT OF VICTORIA, L.P. | ||||||||||
| By: | MPT OF VICTORIA, LLC, its general partner | |||||||||
| By: | MPT OPERATING PARTNERSHIP, L.P., its sole member | |||||||||
| By: | MEDICAL PROPERTIES TRUST, LLC, its general partner | |||||||||
| By: | MEDICAL PROPERTIES TRUST, INC, its sole member | |||||||||
| MPT OF LULING, L.P. | ||||||||||
| By: | MPT OF LULING, LLC, its general partner | |||||||||
| By: | MPT OPERATING PARTNERSHIP, L.P., its sole member | |||||||||
| By: | MEDICAL PROPERTIES TRUST, LLC, its general partner | |||||||||
| By: | MEDICAL PROPERTIES TRUST, INC, its sole member | |||||||||
| MPT OF HUNTINGTON BEACH, L.P. | ||||||||||
| By: | MPT OF HUNTINGTON BEACH, LLC, its general partner | |||||||||
| By: | MPT OPERATING PARTNERSHIP, L.P., its sole member | |||||||||
| By: | MEDICAL PROPERTIES TRUST, LLC, its general partner | |||||||||
| By: | MEDICAL PROPERTIES TRUST, INC, its sole member | |||||||||
FIRST SUPPLEMENTAL INDENTURE SIGNATURE PAGE
| MPT OF WEST ANAHEIM, L.P. | ||||||||||
| By: | MPT OF WEST ANAHEIM, LLC, its general partner | |||||||||
| By: | MPT OPERATING PARTNERSHIP, L.P., its sole member | |||||||||
| By: | MEDICAL PROPERTIES TRUST, LLC, its general partner | |||||||||
By: | MEDICAL PROPERTIES TRUST, INC, its sole member | |||||||||
| MPT OF LA PALMA, L.P. | ||||||||||
| By: | MPT OF LA PALMA, LLC, its general partner | |||||||||
| By: | MPT OPERATING PARTNERSHIP, L.P., its sole member | |||||||||
| By: | MEDICAL PROPERTIES TRUST, LLC, its general partner | |||||||||
| By: | MEDICAL PROPERTIES TRUST, INC, its sole member | |||||||||
| MPT OF PARADISE VALLEY, L.P. | ||||||||||
| By: | MPT OF PARADISE VALLEY, LLC, its general partner | |||||||||
| By: | MPT OPERATING PARTNERSHIP, L.P., its sole member | |||||||||
| By: | MEDICAL PROPERTIES TRUST, LLC, its general partner | |||||||||
| By: | MEDICAL PROPERTIES TRUST, INC, its sole member | |||||||||
FIRST SUPPLEMENTAL INDENTURE SIGNATURE PAGE
| MPT OF SOUTHERN CALIFORNIA, L.P. | ||||||||||
| By: | MPT OF SOUTHERN CALIFORNIA, LLC, its general partner | |||||||||
| By: | MPT OPERATING PARTNERSHIP, L.P., | |||||||||
| its sole member | ||||||||||
| By: | MEDICAL PROPERTIES TRUST, LLC, its general partner | |||||||||
| By: | MEDICAL PROPERTIES TRUST, INC, its sole member | |||||||||
| MPT OF TWELVE OAKS, L.P. | ||||||||||
| By: | MPT OF TWELVE OAKS, LLC, its general partner | |||||||||
| By: | MPT OPERATING PARTNERSHIP, L.P., its sole member | |||||||||
| By: | MEDICAL PROPERTIES TRUST, LLC, its general partner | |||||||||
| By: | MEDICAL PROPERTIES TRUST, INC, its sole member | |||||||||
| MPT OF SHASTA, L.P. | ||||||||||
| By: | MPT OF SHASTA, LLC, its general partner | |||||||||
| By: | MPT OPERATING PARTNERSHIP, L.P., its sole member | |||||||||
| By: | MEDICAL PROPERTIES TRUST, LLC, its general partner | |||||||||
| By: | MEDICAL PROPERTIES TRUST, INC, its sole member | |||||||||
FIRST SUPPLEMENTAL INDENTURE SIGNATURE PAGE
| MPT OF WEBSTER, L.P. | ||||||||||
| By: | MPT OF WEBSTER, LLC, its general partner | |||||||||
| By: | MPT OPERATING PARTNERSHIP, L.P., its sole member | |||||||||
| By: | MEDICAL PROPERTIES TRUST, LLC, its general partner | |||||||||
| By: | MEDICAL PROPERTIES TRUST, INC, its sole member | |||||||||
| MPT OF GARDEN GROVE HOSPITAL, L.P. | ||||||||||
| By: | MPT OF GARDEN GROVE HOSPITAL, LLC, its general partner | |||||||||
| By: | MPT OPERATING PARTNERSHIP, L.P., its sole member | |||||||||
| By: | MEDICAL PROPERTIES TRUST, LLC, its general partner | |||||||||
| By: | MEDICAL PROPERTIES TRUST, INC, its sole member | |||||||||
| MPT OF GARDEN GROVE MOB, L.P. | ||||||||||
| By: | MPT OF GARDEN GROVE MOB, LLC, its general partner | |||||||||
| By: | MPT OPERATING PARTNERSHIP, L.P., its sole member | |||||||||
| By: | MEDICAL PROPERTIES TRUST, LLC, its general partner | |||||||||
| By: | MEDICAL PROPERTIES TRUST, INC, its sole member | |||||||||
FIRST SUPPLEMENTAL INDENTURE SIGNATURE PAGE
| MPT OF SAN DIMAS HOSPITAL, L.P. | ||||||||
| By: | MPT OF SAN DIMAS HOSPITAL, LLC, its general partner | |||||||
| By: | MPT OPERATING PARTNERSHIP, L.P., its sole member | |||||||
| By: | MEDICAL PROPERTIES TRUST, LLC, its general partner | |||||||
| By: | MEDICAL PROPERTIES TRUST, INC, its sole member | |||||||
| MPT OF SAN DIMAS MOB, L.P. | ||||||||
| By: | MPT OF SAN DIMAS MOB, LLC, its general partner | |||||||
| By: | MPT OPERATING PARTNERSHIP, L.P., its sole member | |||||||
| By: | MEDICAL PROPERTIES TRUST, LLC, its general partner | |||||||
| By: | MEDICAL PROPERTIES TRUST, INC, its sole member | |||||||
| MPT OF RICHARDSON, L.P. | ||||||||
| By: | MPT OF RICHARDSON, LLC, its general partner | |||||||
| By: | MPT OPERATING PARTNERSHIP, L.P., its sole member | |||||||
| By: | MEDICAL PROPERTIES TRUST, LLC, its general partner | |||||||
| By: | MEDICAL PROPERTIES TRUST, INC, its sole member | |||||||
FIRST SUPPLEMENTAL INDENTURE SIGNATURE PAGE
| MPT OF ROUND ROCK, L.P. | ||||||||||
| By: | MPT OF ROUND ROCK, LLC, its general partner | |||||||||
| By: | MPT OPERATING PARTNERSHIP, L.P., its sole member | |||||||||
| By: | MEDICAL PROPERTIES TRUST, LLC, its general partner | |||||||||
| By: | MEDICAL PROPERTIES TRUST, INC, its sole member | |||||||||
| MPT OF SHENANDOAH, L.P. | ||||||||||
| By: | MPT OF SHENANDOAH, LLC, its general partner | |||||||||
| By: | MPT OPERATING PARTNERSHIP, L.P., its sole member | |||||||||
| By: | MEDICAL PROPERTIES TRUST, LLC, its general partner | |||||||||
| By: | MEDICAL PROPERTIES TRUST, INC, its sole member | |||||||||
| MPT OF HILLSBORO, L.P. | ||||||||||
| By: | MPT OF HILLSBORO, LLC, its general partner | |||||||||
| By: | MPT OPERATING PARTNERSHIP, L.P., its sole member | |||||||||
| By: | MEDICAL PROPERTIES TRUST, LLC, its general partner | |||||||||
| By: | MEDICAL PROPERTIES TRUST, INC, its sole member | |||||||||
FIRST SUPPLEMENTAL INDENTURE SIGNATURE PAGE
| MPT OF CLEAR LAKE, L.P. | ||||||||||
| By: | MPT OF CLEAR LAKE, LLC, its general partner | |||||||||
| By: | MPT OPERATING PARTNERSHIP, L.P., its sole member | |||||||||
| By: | MEDICAL PROPERTIES TRUST, LLC, its general partner | |||||||||
| By: | MEDICAL PROPERTIES TRUST, INC, its sole member | |||||||||
| MPT OF TOMBALL, L.P. | ||||||||||
| By: | MPT OF TOMBALL, LLC, its general partner | |||||||||
| By: | MPT OPERATING PARTNERSHIP, L.P., its sole member | |||||||||
| By: | MEDICAL PROPERTIES TRUST, LLC, its general partner | |||||||||
| By: | MEDICAL PROPERTIES TRUST, INC, its sole member | |||||||||
| MPT OF CORINTH, L.P. | ||||||||||
| By: | MPT OF CORINTH, LLC, its general partner | |||||||||
| By: | MPT OPERATING PARTNERSHIP, L.P., its sole member | |||||||||
| By: | MEDICAL PROPERTIES TRUST, LLC, its general partner | |||||||||
| By: | MEDICAL PROPERTIES TRUST, INC, its sole member | |||||||||
FIRST SUPPLEMENTAL INDENTURE SIGNATURE PAGE
| MPT OF ALVARADO, L.P. | ||||||||||||
| By: | MPT OF ALVARADO, LLC, its general partner | |||||||||||
| By: | MPT OPERATING PARTNERSHIP, L.P., its sole member | |||||||||||
| By: | MEDICAL PROPERTIES TRUST, LLC, its general partner | |||||||||||
| By: | MEDICAL PROPERTIES TRUST, INC, its sole member | |||||||||||
| By: | /s/ R. Steven Hamner | |||||||||||
| Name: | R. Steven Hamner | |||||||||||
| Title: | Executive Vice President and Chief Financial Officer | |||||||||||
| MOUNTAIN VIEW - MPT HOSPITAL, LLC | ||||||||||||
| By: | MPT OF IDAHO FALLS, LLC, its managing member | |||||||||||
| By: | MPT OPERATING PARTNERSHIP, L.P., its sole member | |||||||||||
| By: | MEDICAL PROPERTIES TRUST, LLC, its general partner | |||||||||||
| By: | MEDICAL PROPERTIES TRUST, INC, its sole member | |||||||||||
| By: | /s/ R. Steven Hamner | |||||||||||
| Name: | R. Steven Hamner | |||||||||||
| Title: | Executive Vice President | |||||||||||
| and Chief Financial Officer | ||||||||||||
FIRST SUPPLEMENTAL INDENTURE SIGNATURE PAGE
WILMINGTON TRUST COMPANY, as Trustee, | ||||
| By: | /s/ Michael H. Wass | |||
| Name: | Michael H. Wass | |||
| Title: | Financial Services Officer | |||
FIRST SUPPLEMENTAL INDENTURE SIGNATURE PAGE