EX-4.6 59 d578927dex46.htm EX-4.6 EX-4.6

Exhibit 4.6

MPT OF RENO, LLC

MPT OF ROXBOROUGH, LLC

and

MPT OF ROXBOROUGH, L.P.

as Guarantors,

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, NATIONAL ASSOCIATION,

as Trustee

 

 

FOURTH SUPPLEMENTAL INDENTURE

Dated as of September 28, 2012

To

INDENTURE

Dated as of February 17, 2012

6.375% Senior Notes due 2022

 

 


FOURTH SUPPLEMENTAL INDENTURE

FOURTH SUPPLEMENTAL INDENTURE (this “Fourth Supplemental Indenture”), dated as of September 28, 2012, by and among MPT of Roxborough L.P., a Delaware limited partnership, MPT of Roxborough, LLC, a Delaware limited liability company and MPT of Reno, LLC, a Delaware limited liability company (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, National Association, 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 February 17, 2012, (the “Base Indenture”), as supplemented by that certain First Supplemental Indenture dated as of April 9, 2012 (the “First Supplemental Indenture”), by that certain Second Supplemental Indenture dated as of June 27, 2012 (the “Second Supplemental Indenture”), and by that certain Third Supplemental Indenture dated as of July 31, 2012 (the “Third Supplemental Indenture,” together with the Base Indenture, the First Supplemental Indenture and the Second Supplement Indenture, the “Indenture”), providing for the issuance by the Issuers of the 6.375% Senior Notes due 2022 (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 September 28, 2012, 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 Fourth 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. AGREEMENT TO GUARANTEE. The New Guaranteeing Subsidiaries hereby agree to provide unconditional Guarantees 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 Fourth 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 Fourth 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 Fourth Supplemental Indenture, and agrees to perform the same upon the terms and conditions of the Indenture, as amended and supplemented by this Fourth Supplemental Indenture.

(c) This Fourth Supplemental Indenture shall be deemed to be incorporated in, and made a part of, the Indenture. The Indenture, as amended and supplemented by this Fourth 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 Fourth Supplemental Indenture.

(d) THIS FOURTH SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

(e) This Fourth 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 Fourth Supplemental Indenture to be duly executed and attested, all as of the date first above written.

 

MPT OPERATING PARTNERSHIP, L.P.,
  as Issuer
  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

 

MPT FINANCE CORPORATION,
as Issuer
By:  

/s/ R. Steven Hamner

 

 

  Name:   R. Steven Hamner
  Title:   President, Secretary and General Manager

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

FOURTH 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 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
MPT OF ROUND ROCK, LLC
MPT OF SHENANDOAH, LLC

FOURTH SUPPLEMENTAL INDENTURE SIGNATURE PAGE


MPT OF HILLSBORO, LLC
MPT OF FLORENCE, LLC
MPT OF CLEAR LAKE, LLC
MPT OF TOMBALL, LLC
MPT OF GILBER, LLC
MPT OF CORINTH, LLC
MPT OF BAYONNE, LLC
MPT OF ALVARADO, LLC
MPT OF MOUNTAIN VIEW, LLC
MPT OF HAUSMAN, LLC
MPT OF HOBOKEN HOSPITAL, LLC
MPT OF HOBOKEN REAL ESTATE, LLC
MPT OF OVERLOOK PARKWAY, LLC
MPT OF NEW BRAUNFELS, LLC
MPT OF WESTOVER HILLS, LLC
MPT OF BILLINGS, LLC
MPT OF BOISE, LLC
MPT OF BROWNSVILLE, LLC
MPT OF CASPER, LLC
MPT OF COMAL COUNTY, LLC
MPT OF GREENWOOD, LLC
MPT OF JOHNSTOWN, LLC
MPT OF LAREDO, LLC
MPT OF LAS CRUCES, LLC
MPT OF MESQUITE, LLC
MPT OF POST FALLS, LLC
MPT OF PRESCOTT VALLEY, LLC
MPT OF PROVO, LLC
MPT OF NORTH CYPRESS, LLC
MPT OF LAFAYETTE, LLC
MPT OF INGLEWOOD LLC
MPT OF RENO, LLC
MPT OF ROXBOROUGH, 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

FOURTH 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

FOURTH SUPPLEMENTAL INDENTURE SIGNATURE PAGE


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
      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

FOURTH SUPPLEMENTAL INDENTURE SIGNATURE PAGE


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
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

FOURTH SUPPLEMENTAL INDENTURE SIGNATURE PAGE


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

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

FOURTH SUPPLEMENTAL INDENTURE SIGNATURE PAGE


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

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

FOURTH SUPPLEMENTAL INDENTURE SIGNATURE PAGE


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
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

FOURTH SUPPLEMENTAL INDENTURE SIGNATURE PAGE


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
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

FOURTH SUPPLEMENTAL INDENTURE SIGNATURE PAGE


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
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

FOURTH SUPPLEMENTAL INDENTURE SIGNATURE PAGE


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
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
WICHITA HEALTH ASSOCIATES LIMITED PARTNERSHIP
By:   MPT OF WICHITA, 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

FOURTH SUPPLEMENTAL INDENTURE SIGNATURE PAGE


MPT OF NORTH CYPRESS, L.P.

By:   MPT OF NORTH CYPRESS, 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 INGLEWOOD, L.P.
By:   MPT OF INGLEWOOD, 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 ROXBOROUGH, L.P.
By:   MPT OF ROXBOROUGH, LLC, its general partner
  By:   MPT OPERATING PARTNERSHIP, L.P.,
    its sole member
    By:   MEDICAL PROPERTIES TRUST, L.L.C,
      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

FOURTH SUPPLEMENTAL INDENTURE SIGNATURE PAGE


MPT OF WICHITA, LLC
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

 

MEDICAL PROPERTIES TRUST, LLC
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

FOURTH SUPPLEMENTAL INDENTURE SIGNATURE PAGE


WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee,

By:

 

/s/ Michael H. Wass

 

Name: Michael H. Wass

 

Title: Banking Officer

FOURTH SUPPLEMENTAL INDENTURE SIGNATURE PAGE