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MPT of Cedar Hill FCER, LLC, et al. – ‘POSASR’ on 4/10/14 – ‘EX-4.13’

On:  Thursday, 4/10/14, at 9:27am ET   ·   Effective:  4/10/14   ·   Accession #:  1193125-14-137954   ·   File #s:  333-190543, -01, -02, -03, -04, -05, -06, -07, -08, -09, -10, -11, -12, -13, -14, -15, -16, -17, -18, -19, -20, -21, -22, -23, -24, -25, -26, -27, -28, -29, -30, -31, -32, -33, -34, -35, -36, -37, -38, -39, -40, -41, -42, -43, -44, -45, -46, -47, -48, -49, -50, -51, -52, -54, -55, -56, -57, -58, -59, -60, -61, -63, -64, -65, -66, -67, -68, -69, -71, -72, -73, -74, -75, -76, -77, -78, -79, -80, -81, -82, -83, -84, -85, -86, -87, -88, -89, -90, -91, -92, -93, -94, -95, -96, -97, -98, -100, -101, -102, -103, -104, -105, -106, -107, -108, -109, -110, -111, -112, -113, -114, -115, -116, -117, -118, -119, -120, -121, -122, -123, -124, -125, -126, -127, -128, -129, -130, -131, -132, -133, -134, -135, -136, -137, -138, -139, -140, -141, -142, -143, -144, -145

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  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 4/10/14  MPT of Cedar Hill FCER, LLC       POSASR      4/10/14    7:1.6M                                   Donnelley … Solutions/FA
          MPT of Missouri City FCER, LLC
          MPT of Broomfield
          MPT RHM Vesalius S.a.r.l.
          MPT of Ogden, LLC
          MPT of Spartanburg, LLC
          MPT of Inglewood, L.P.
          MPT of Lafayette, LLC
          MPT of Johnstown, LLC
          MPT of Westover Hills, LLC
          MPT of Hoboken Hospital, LLC
          MPT of Victoria, LP
          MPT of Corinth, LLC
          MPT of Richardson, LLC
          MPT of Fort Lauderdale, LLC
          MPT of Bristol, LLC
          MPT of Bossier City, LLC
          MPT of Paradise Valley, LLC
          MPT of Denham Springs, LLC
          MPT of Brodie FCER, LLC
          MPT of Houston-Eldridge FCER, LLC
          MPT of Alvin FCER, LLC
          MPT of Champion Forest FCER, LLC
          MPT RHM Park S.a.r.l.
          MPT RHM Holdco S.a.r.l.
          MPT of Little Elm FCER, LLC
          MPT of Wyandotte County, LLC
          MPT of Inglewood, LLC
          MPT of Prescott Valley, LLC
          MPT of Wichita, LLC
          MPT of New Braunfels, LLC
          MPT of Hoboken Real Estate, LLC
          MPT of Alvarado, LP
          MPT of Garden Grove Hospital, LP
          MPT of Southern California, LP
          MPT of San Dimas Hospital, LLC
          MPT of Petersburg, LLC
          MPT of La Palma, LLC
          MPT of Portland, LLC
          MPT of Redding, LLC
          MPT Operating Partnership, L.P.
          MPT of Fountain FCER, LLC
          MPT of Thornton FCER, LLC
          MPT of Firestone FCER, LLC
          MPT RHM Sonnenwende S.a.r.l.
          MPT of Mesa, LLC
          MPT of Roxborough, LLC
          MPT of Las Cruces, LLC
          MPT of Hausman, LLC
          MPT of Clearlake, LP
          MPT of San Dimas MOB, LP
          MPT of Shenandoah, LLC
          MPT of San Dimas MOB, LLC
          MPT of Enfield, LLC
          MPT of Newington, LLC
          MPT of West Anaheim, LLC
          MPT of Bloomington, LLC
          MPT Finance Corp
          MPT of Port Arthur
          MPT of Los Angeles, L.P.
          MPT RHM Hillersbach S.a.r.l.
          MPT RHM Klaus S.a.r.l.
          MPT of West Monroe, LLC
          MPT of Hammond, LLC
          MPT of North Cypress, LLC
          MPT of Billings, LLC
          MPT of Overlook Parkway, LLC
          MPT of DeSoto, LLC
          MPT of Shenandoah, LP
          MPT of Clear Lake, LLC
          MPT of Round Rock, LLC
          MPT of Cheraw, LLC
          MPT of Garden Grove Hospital, LLC
          MPT RHM Fontana S.a.r.l.
          MPT RHM Christiaan S.a.r.l.
          MPT of Laredo, LLC
          MPT of Hillsboro, LLC
          MPT of Chino, LLC
          MPT of Bucks County, LP
          MPT of Poplar Bluff, LLC
          MPT of Reno, LLC
          MPT Legacy of Montclair, LLC
          MPT of Altoona, LLC
          MPT of Post Falls, LLC
          MPT of Corinth, LP
          MPT of Florence, LLC
          MPT of Bennettsville, LLC
          MPT of Victoria, LLC
          MPT of Pearland FCER, LLC
          MPT of Roxborough, L.P.
          MPT of Brownsville, LLC
          MPT of Hillsboro, LP
          MPT of Mountain View, LLC
          MPT of Twelve Oaks, LLC
          MPT of Covington, LLC
          MPT of DeSoto, LP
          MPT of Shasta, LP
          MPT of Warwick LLC
          MPT of Detroit, LLC
          MPT of Dallas LTACH, LLC
          MPT of Mesquite, LLC
          MPT of Tomball, LP
          MPT of Dallas LTACH, LP
          MPT of Springfield, LLC
          MPT of Southern California, LLC
          MPT of Alvarado, LLC
          MPT of Dallas, LLC
          MPT of Boise, LLC
          MPT of Paradise Valley, LP
          MPT of Garden Grove MOB, LLC
          MPT of Idaho Falls, LLC
          MPT of Victorville, LLC
          MPT of Allen FCER, LLC
          MPT of North Cypress, L.P.
          MPT of Richardson, LP
          MPT of Providence, LLC
          MPT of Bucks County, LLC
          MPT of Comal County, LLC
          MPT of West Anaheim, LP
          MPT of West Valley City, LLC
          Medical Properties Trust Inc
          MPT of Corpus Christi, LLC
          MPT of Greenwood, LLC
          MPT of San Dimas Hospital, LP
          MPT of Bayonne, LLC
          MPT of Luling, LLC
          MPT of Provo, LLC
          MPT of La Palma, L.P.
          MPT of Garden Grove MOB, LP
          MPT of Nacogdoches FCER, LLC
          MPT of Luling, LP
          MPT of Frisco FCER, LLC
          MPT of North Gate FCER, LLC
          MPT of Round Rock, LP
          MPT of Casper, LLC
          MPT of Gilbert, LLC
          Medical Properties Trust, LLC
          MPT of Tomball, LLC
          MPT of Shasta, LLC
          MPT of Twelve Oaks, LP
          Wichita Health Associates Limited Partnership
          MPT of Leavenworth

Document/Exhibit                   Description                      Pages   Size 

 1: POSASR      Post-Effective Amendment to an S-3ASR or F-3ASR     HTML    755K 
 2: EX-4.13     Instrument Defining the Rights of Security Holders  HTML    148K 
 3: EX-4.19     Instrument Defining the Rights of Security Holders  HTML    143K 
 4: EX-5.1      Opinion re: Legality                                HTML     53K 
 5: EX-5.2      Opinion re: Legality                                HTML     60K 
 6: EX-25.1     Statement re: Eligibility of Trustee -- Form T-1|2  HTML    132K 
 7: EX-25.2     Statement re: Eligibility of Trustee -- Form T-1|2  HTML    132K 

EXHIBIT 4.13

MPT OF LOS ANGELES, L.P.

MPT OF MONTCLAIR, LLC,

MPT OF ALVIN FCER, LLC,

MPT OF FIRESTONE FCER, LLC,

MPT OF HOUSTON-ELDRIDGE FCER, LLC,

MPT OF CEDAR HILL FCER, LLC,

MPT OF ALLEN FCER, LLC,

MPT OF FRISCO FCER, LLC,

MPT OF BROOMFIELD FCER, LLC,

MPT OF CHAMPION FOREST FCER, LLC,

MPT OF NORTHGATE FCER, LLC,

MPT OF THORNTON FCER, LLC,

MPT OF FOUNTAIN FCER, LLC,

MPT OF MISSOURI CITY FCER, LLC

and

MPT OF PEARLAND FCER, LLC,

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

ELEVENTH SUPPLEMENTAL INDENTURE

Dated as of March 31, 2014

To

INDENTURE

Dated as of February 17, 2012

6.375% Senior Notes due 2022

ELEVENTH SUPPLEMENTAL INDENTURE

ELEVENTH SUPPLEMENTAL INDENTURE (this “Eleventh Supplemental Indenture”), dated as of March 31, 2014, by and among MPT of Los Angeles, L.P., a Delaware limited partnership, MPT of Montclair, LLC, a Delaware limited liability company, MPT of Alvin FCER, LLC, a Delaware limited liability company, MPT of Firestone FCER, LLC, a Delaware limited liability company, MPT of Houston-Eldridge FCER, LLC, a Delaware limited liability company, MPT of Cedar Hill FCER, LLC, a Delaware limited liability company, MPT of Allen FCER, LLC, a Delaware limited liability company, MPT of Frisco FCER, LLC, a Delaware limited liability company, MPT of Broomfield FCER, LLC, a Delaware limited liability company, MPT of Champion Forest FCER, LLC, a Delaware limited liability company, MPT of Northgate FCER, LLC, a Delaware limited liability company, MPT of Thornton FCER, LLC, a Delaware limited liability company, MPT of Fountain FCER, LLC, a Delaware limited liability company, MPT of Missouri City FCER, LLC, a Delaware limited liability company and MPT of Pearland FCER, 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”), by that certain Third Supplemental Indenture dated as of July 31, 2012 (the “Third Supplemental Indenture”), by that certain Fourth Supplemental Indenture dated as of September 28, 2012 (the “Fourth Supplemental Indenture”), by that certain Fifth Supplemental Indenture dated as of December 28, 2012 (the “Fifth Supplemental Indenture”), by that certain Sixth Supplemental Indenture dated as of June 27, 2013, by that certain Seventh Supplemental Indenture dated as of August 8, 2013 (the “Seventh Supplemental Indenture”), by that certain Eighth Supplemental Indenture dated as of August 20, 2013 (the “Eighth Supplemental Indenture”), by that certain Ninth Supplemental Indenture dated as of October 30, 2013 (the “Ninth Supplemental Indenture”) and by that certain Tenth Supplemental Indenture dated as of December 20, 2013 (the “Tenth Supplemental Indenture”, together with the Base Indenture, the First Supplemental Indenture, the Second Supplement Indenture, the Third Supplemental Indenture, the Fourth Supplemental Indenture, the Fifth Supplemental Indenture, the Sixth Supplemental Indenture, the Seventh Supplemental Indenture, the Eighth Supplemental Indenture and the Ninth Supplemental 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 March 31, 2014, the New Guaranteeing Subsidiaries guarantee 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 Eleventh 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 Eleventh 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 Eleventh 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 Eleventh Supplemental Indenture, and agrees to perform the same upon the terms and conditions of the Indenture, as amended and supplemented by this Eleventh Supplemental Indenture.

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

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

(e) This Eleventh 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]

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

ELEVENTH SUPPLEMENTAL INDENTURE SIGNATURE PAGE

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Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘POSASR’ Filing		Date		Other Filings
Filed on / Effective on:		4/10/14		424B5,  8-K,  FWP,  UPLOAD
		3/31/14		10-Q
		12/20/13
		10/30/13
		8/20/13		8-K
		8/8/13		8-K
		6/27/13
		12/28/12		4
		9/28/12
		7/31/12		CORRESP
		6/27/12
		4/9/12
		2/17/12		8-K
				List all Filings

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Filing Submission 0001193125-14-137954   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

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