0001193125-04-217605 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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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.

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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