ElderTrust Operating Limited Partnership Sample Contracts

SUPPLEMENTAL INDENTURE
Supplemental Indenture • December 21st, 2004 • ElderTrust Operating Limited Partnership • Real estate investment trusts • New York

SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of December 15, 2004, by and among Ventas Framingham, LLC, a Delaware limited liability company, and Ventas Management, LLC, a Delaware limited liability company (each, a “Guaranteeing Subsidiary” and collectively, the “Guaranteeing Subsidiaries”), Ventas Realty, Limited Partnership, a Delaware limited partnership, and Ventas Capital Corporation, a Delaware corporation (collectively, the “Issuers”), the other Guarantors (as defined in the Indenture referred to herein) and U.S. Bank National Association, as trustee under the Indenture referred to herein (the “Trustee”).

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ASSIGNMENT OF MEMBERSHIP INTEREST
Assignment of Membership Interest • May 10th, 2004 • Ventas Capital Corp

THIS ASSIGNMENT OF MEMBERSHIP INTEREST (this “Assignment”) is made as of this 5th day of February, 2004 (the “Effective Date”), by and between D. LEE McCREARY, JR. (“Assignor”) and ELDERTRUST OPERATING LIMITED PARTNERSHIP, a Delaware limited partnership (“Assignee”).

LIMITED LIABILITY COMPANY AGREEMENT OF VENTAS FRAMINGHAM, LLC
Limited Liability Company Agreement • December 21st, 2004 • ElderTrust Operating Limited Partnership • Real estate investment trusts • Delaware

This Limited Liability Company Agreement (this “Agreement”) of VENTAS FRAMINGHAM, LLC, is entered into as of December 2, 2004, by Ventas Realty, Limited Partnership, a Delaware limited partnership, as the sole member (the “Member”). Capitalized terms used and not otherwise defined herein have the meanings set forth on Exhibit B hereto.

LIMITED LIABILITY COMPANY AGREEMENT OF VENTAS SPECIALTY I, LLC
Limited Liability Company Agreement • January 27th, 2006 • ElderTrust Operating Limited Partnership • Real estate investment trusts • Delaware

This Limited Liability Company Agreement (the “Agreement”) of Ventas Specialty I, LLC, (the “Company”), is entered into by and among Ventas Specialty I, Inc., a Delaware corporation and a wholly-owned subsidiary of Ventas, Inc., (“Member”) as the sole equity member of the Company and Dwight Jenkins, as Springing Member (as defined on Schedule A hereto). Capitalized terms used and not otherwise defined herein have the meanings set forth on Schedule A hereto.

ELDERTRUST OPERATING LIMITED PARTNERSHIP AGREEMENT OF CLASS C (LIHTC) UNIT RIGHTS MODIFICATION
Rights Modification • May 10th, 2004 • Ventas Capital Corp • Delaware

This Agreement of Class C (LIHTC) Unit Rights Modification (the “Agreement”) is dated November 19, 2003, and shall be effective as of the Effective Time (as defined in the Merger Agreement) (the “Effective Date”) by and among ElderTrust Operating Limited Partnership, a Delaware limited partnership (the “Partnership”), Norland Plastics Company, a Delaware corporation (“Norland Plastics Company”), ET Sub-Falls-Washington Street, L.L.C., a Delaware limited liability company (the “Class C Unit Holder”), ElderTrust, a Maryland real estate investment trust and the general partner of the Partnership (“ElderTrust”), and Ventas, Inc., a Delaware corporation (“Ventas”).

LEASE GUARANTY AND SURETYSHIP AGREEMENT (Berkshire)
Lease Guaranty and Suretyship Agreement • May 10th, 2004 • Ventas Capital Corp

THIS LEASE GUARANTY AND SURETYSHIP AGREEMENT (sometimes herein referred to as the “Guaranty”), dated as of the 1st day of December, 2003, by GENESIS HEALTHCARE CORPORATION, a Pennsylvania corporation, having an address at 101 East State Street, Kennett Square, Pennsylvania 19348 (the “Guarantor”) in favor of ET SUB- BERKSHIRE LIMITED PARTNERSHIP, a Delaware limited partnership, having an address at 2711 Centerville Road, Suite 108, Wilmington, Delaware 19808 (the “Landlord”).

CONSENT OF GENERAL PARTNER AND THIRD AMENDMENT TO SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF ELDERTRUST OPERATING LIMITED PARTNERSHIP
ElderTrust Operating Limited Partnership • June 10th, 2005 • Real estate investment trusts

This Consent of General Partner and Third Amendment to Second Amended and Restated Agreement of Limited Partnership of ElderTrust Operating Limited Partnership (this “Consent and Third Amendment”) is made and entered into as of June 7, 2005 by and among ElderTrust Operating Limited Partnership, a Delaware limited partnership (the “Partnership”), the holders of Class D Units (as defined below) set forth on the signature pages hereto (the “Class D Unit Holders”), ElderTrust, a Maryland real estate investment trust and the general partner of the Partnership (the “General Partner”), and Ventas, Inc., a Delaware corporation and a limited partner of the Partnership (“Ventas”).

SUPPLEMENTAL INDENTURE
Supplemental Indenture • January 27th, 2006 • ElderTrust Operating Limited Partnership • Real estate investment trusts • New York

SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of December 21, 2005, by and among Ventas Finance I, Inc., a Delaware corporation, Ventas Finance I, LLC, a Delaware limited liability company, Ventas Specialty I, Inc., a Delaware corporation, and Ventas Specialty I, LLC, a Delaware limited liability company (each, a “Guaranteeing Subsidiary” and collectively, the “Guaranteeing Subsidiaries”), Ventas Realty, Limited Partnership, a Delaware limited partnership, and Ventas Capital Corporation, a Delaware corporation (collectively, the “Issuers”), the other Guarantors (as defined in the Indenture referred to herein) and U.S. Bank National Association, as trustee under the Indenture referred to herein (the “Trustee”).

OPERATING AGREEMENT OF VENTAS MANAGEMENT, LLC
Operating Agreement • December 21st, 2004 • ElderTrust Operating Limited Partnership • Real estate investment trusts • Delaware

This Operating Agreement (the “Agreement”) of VENTAS MANAGEMENT, LLC is entered into as of December 9, 2004, by Ventas, Inc., a Delaware corporation, as the sole member (the “Member”).

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