10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2005

OR

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM                      TO                     .

Commission file number: 1-10989

Ventas, Inc.

(Exact name of registrant as specified in its charter)

Delaware	61-1055020
(State or other jurisdiction)	(I.R.S. Employer Identification No.)

10350 Ormsby Park Place, Suite 300

Louisville, Kentucky

(Address of principal executive offices)

40223

(Zip Code)

(502) 357-9000

(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No  ¨

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).    Yes  x    No  ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).     Yes  ¨    No  x

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

Class of Common Stock:	Outstanding at October 26, 2005:
Common Stock, $0.25 par value	103,237,586 shares

VENTAS, INC.

FORM 10-Q

INDEX

	Page
PART I—FINANCIAL INFORMATION	3
Item 1. Financial Statements	3
Condensed Consolidated Balance Sheets as of September 30, 2005 and December 31, 2004	3
Condensed Consolidated Statements of Income for the Three and Nine Months Ended September 30, 2005 and 2004	4
Condensed Consolidated Statements of Comprehensive Income for the Three and Nine Months Ended September 30, 2005 and 2004	5
Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2005 and 2004	6
Notes to Condensed Consolidated Financial Statements	7
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	36
Item 3. Quantitative and Qualitative Disclosures About Market Risk	48
Item 4. Controls and Procedures	49
PART II—OTHER INFORMATION	49
Item 1. Legal Proceedings	49
Item 6. Exhibits	50

2

PART I—FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

VENTAS, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands, except per share amounts)

	September 30, 2005			December 31, 2004
	(Unaudited)			(Audited)
Assets
Real estate investments:
Land	$	295,017		$	147,327
Building and improvements		2,718,128			1,364,884
		3,013,145			1,512,211
Accumulated depreciation		(513,098	)		(454,110	)
Net real estate property		2,500,047			1,058,101
Loans receivable, net		52,588			13,031
Net real estate investments		2,552,635			1,071,132
Cash and cash equivalents		5,764			3,365
Escrow deposits and restricted cash		56,397			25,710
Deferred financing costs, net		17,257			13,550
Other		26,077			13,178
Total assets	$	2,658,130		$	1,126,935
Liabilities and stockholders’ equity
Liabilities:
Senior notes payable and other debt	$	1,811,319		$	843,178
Deferred revenue		11,126			12,887
Interest rate swap agreement		6,177			16,550
Accrued dividend		37,255			27,498
Accrued interest		30,432			8,743
Accounts payable and other accrued liabilities		77,316			27,461
Deferred income taxes		30,394			30,394
Total liabilities		2,004,019			966,711
Commitments and contingencies
Stockholders’ equity:
Preferred stock, 10,000 shares authorized, unissued		—			—
Common stock, $0.25 par value; 180,000 shares authorized; 103,226 and 85,131 shares issued at September 30, 2005 and December 31, 2004, respectively		25,890			21,283
Capital in excess of par value		692,676			208,903
Unearned compensation on restricted stock		(1,017	)		(633	)
Accumulated other comprehensive loss		(942	)		(9,114	)
Retained earnings (deficit)		(60,280	)		(45,297	)
		656,327			175,142
Treasury stock, 79 and 532 shares at September 30, 2005 and December 31, 2004, respectively		(2,216	)		(14,918	)
Total stockholders’ equity		654,111			160,224
Total liabilities and stockholders’ equity	$	2,658,130		$	1,126,935

See notes to condensed consolidated financial statements.

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VENTAS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(Unaudited)

(In thousands, except per share amounts)

	For the Three Months Ended September 30,				For the Nine Months Ended September 30,
	2005		2004		2005			2004
Revenues:
Rental income	$	93,771	$	60,310	$	229,052		$	171,584
Interest income from loans receivable		1,573		763		3,717			2,274
Interest and other income		791		189		2,523			772
Total revenues		96,135		61,262		235,292			174,630
Expenses:
Property-level operating expenses		677		372		1,870			869
General, administrative and professional fees		6,109		4,047		16,682			12,801
Restricted stock amortization		471		321		1,397			871
Depreciation		27,740		13,204		59,291			36,096
Interest		32,417		16,848		72,515			48,968
Loss on extinguishment of debt		—		1,370		—			1,370
Total expenses		67,414		36,162		151,755			100,975
Income before net loss on real estate disposals and discontinued operations		28,721		25,100		83,537			73,655
Net loss on real estate disposals		—		—		(175	)		—
Income before discontinued operations		28,721		25,100		83,362			73,655
Discontinued operations		—		197		—			571
Net income	$	28,721	$	25,297	$	83,362		$	74,226
Earnings per common share:
Basic:
Income before discontinued operations	$	0.28	$	0.30	$	0.90		$	0.89
Net income	$	0.28	$	0.30	$	0.90		$	0.89
Diluted:
Income before discontinued operations	$	0.28	$	0.30	$	0.90		$	0.88
Net income	$	0.28	$	0.30	$	0.90		$	0.88
Shares used in computing earnings per common share:
Basic		103,081		84,073		92,172			83,202
Diluted		103,880		84,889		92,944			84,074
Dividend declared per common share	$	0.36	$	0.325	$	1.08		$	0.975

See notes to condensed consolidated financial statements.

4

VENTAS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited)

(In thousands)

	For the Three Months Ended September 30,					For the Nine Months Ended September 30,
	2005		2004			2005		2004
Net income	$	28,721	$	25,297		$	83,362	$	74,226
Other comprehensive income (loss):
Unrealized gain (loss) on interest rate swap		3,387		(6,168	)		4,464		(3,697	)
Reclassification adjustment for realized loss on interest rate swap included in net income during the period		1,014		2,709			3,708		8,403
		4,401		(3,459	)		8,172		4,706
Net comprehensive income	$	33,122	$	21,838		$	91,534	$	78,932

See notes to condensed consolidated financial statements.

5

VENTAS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

(In thousands)

	For the Nine Months Ended September 30,
	2005			2004
Cash flows from operating activities:
Net income	$	83,362		$	74,226
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation (including discontinued operations)		59,291			36,249
Amortization of deferred financing costs		2,893			3,016
Amortization of restricted stock		1,397			871
Straight-lining of rental income		(8,392	)		(1,728	)
Loss on extinguishment of debt		—			1,370
Amortization of deferred revenue		(2,463	)		(1,886	)
Other		(2,025	)		(1,907	)
Changes in operating assets and liabilities:
Decrease (increase) in escrow deposit and restricted cash		3,126			(12	)
Increase in other assets		(4,066	)		(829	)
Increase in accrued interest		21,689			9,440
Increase in accounts payable and accrued and other liabilities		16,750			5,745
Net cash provided by operating activities		171,562			124,555
Cash flows from investing activities:
Net investment in real estate property		(579,961	)		(280,666	)
Investment in loans receivable		(47,333	)		—
Proceeds from loans receivable		7,190			260
Other		1,839			333
Net cash used in investing activities		(618,265	)		(280,073	)
Cash flows from financing activities:
Net change in borrowings under revolving credit facility		56,900			173,500
Proceeds from debt		400,000			—
Repayment of debt		(19,165	)		(65,915	)
Issuance of common stock		101,838			58,903
Proceeds from stock option exercises		4,717			16,913
Cash distribution to stockholders		(88,588	)		(103,523	)
Other		(6,600	)		(2,659	)
Net cash provided by financing activities		449,102			77,219
Net increase (decrease) in cash and cash equivalents		2,399			(78,299	)
Cash and cash equivalents at beginning of period		3,365			82,104
Cash and cash equivalents at end of period	$	5,764		$	3,805
Supplemental schedule of non-cash activities:
Assets and liabilities assumed from acquisitions:
Real estate investments	$	920,973		$	103,432
Escrow deposits and restricted cash		33,813			9,170
Other assets acquired		1,560			206
Debt		530,406			105,627
Other liabilities		33,114			7,181
Issuance of common stock		392,826			—

See notes to condensed consolidated financial statements.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 – DESCRIPTION OF BUSINESS

Ventas, Inc. (together with its subsidiaries, except where the context otherwise requires, “we,” “us” or “our”) is a healthcare real estate investment trust (“REIT”) with a geographically diverse portfolio of healthcare and seniors housing facilities. As of September 30, 2005, this portfolio consisted of 200 skilled nursing facilities, 41 hospitals, and 139 seniors housing and other facilities in 42 states. Except with respect to our medical office buildings, we lease these facilities to healthcare operating companies under “triple-net” or “absolute net” leases. Kindred Healthcare, Inc. and its subsidiaries (collectively, “Kindred”) leased 225 of our facilities as of September 30, 2005. We also had real estate loan investments relating to 33 healthcare and seniors housing facilities as of September 30, 2005.

We conduct substantially all of our business through a wholly owned operating partnership, Ventas Realty, Limited Partnership (“Ventas Realty”), a wholly owned limited liability company, Ventas Finance I, LLC (“Ventas Finance”), a wholly owned operating partnership, PSLT OP, L.P., and ElderTrust Operating Limited Partnership (“ETOP”), a limited partnership in which we own substantially all of the partnership units.

NOTE 2 – BASIS OF PRESENTATION

The accompanying Condensed Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information and with instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair statement of results for the interim period have been included. Operating results for the nine-month period ended September 30, 2005 are not necessarily an indication of the results that may be expected for the year ending December 31, 2005. The Condensed Consolidated Balance Sheet as of December 31, 2004 has been derived from our audited consolidated financial statements for the year ended December 31, 2004. These financial statements and related notes should be read in conjunction with the financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2004. Certain prior year amounts have been reclassified to conform to current year presentation.

We have one primary reportable segment, which consists of investment in real estate. Our primary business is financing, owning and leasing healthcare-related and seniors housing facilities and leasing or subleasing such facilities to third parties. Substantially all of our leases are triple-net leases, which require the tenants to pay all property-related expenses. With the exception of our medical office buildings, we do not operate our facilities nor do we allocate capital to maintain our properties. Substantially all depreciation and interest expense reflected in the Condensed Consolidated Statements of Income relates to our investment in real estate.

Recently Issued Accounting Standards

In December 2004, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards (“SFAS”) No. 123(R), “Share-Based Payment” (“SFAS No. 123(R)”), which is a revision to SFAS No. 123, “Accounting for Stock-Based Compensation” (“SFAS No. 123”). SFAS No. 123(R) supersedes Accounting Principles Board Opinion No. 25, “Accounting for Stock Issued to Employees” (“APB Opinion No. 25”). Generally, the approach in SFAS No. 123(R) is similar to the approach described in SFAS No. 123, except that SFAS No. 123(R) requires all share-based payments to employees, including grants of employee stock options, to be recognized in the income statement based on their fair values. Pro forma disclosure is no longer an alternative under SFAS No. 123(R).

As required under Securities and Exchange Commission (the “Commission”) Release No. 33-8568, we expect to adopt the provisions of this accounting standard on January 1, 2006. We expect to apply the modified prospective method of adoption in which compensation cost is recognized beginning on the date we adopt the accounting standard for all share-based payments granted after the adoption date and for all awards granted to employees prior to the adoption date that remain unvested on the adoption date. As permitted by SFAS No. 123(R), we currently account for share-based payments to employees using the intrinsic value method under APB Opinion No. 25 and, as such, generally recognize no compensation cost for employee stock options. The adoption of SFAS No. 123(R) is expected to result in an immaterial increase in expense during 2006 based on unvested options outstanding as of September 30, 2005 and current compensation

7

plans. While the effect of adoption depends on the level of share-based payments granted in the future and unvested grants on the date we adopt SFAS No. 123(R), the effect of this accounting standard on our prior operating results would approximate the effect of SFAS No. 123 as described in the disclosure of pro forma net income and earnings per share. See “Note 8—Stockholders’ Equity and Stock Options.”

NOTE 3 – CONCENTRATION OF CREDIT RISK

As of September 30, 2005, approximately 33.8% and 35.4% of our properties, based on their original cost, were operated by Kindred and Brookdale Living Communities, Inc. (together with its subsidiaries, “Brookdale”), respectively, and approximately 59.3% and 27.6% of our properties, based on their original cost, were seniors housing facilities and skilled nursing facilities, respectively. Our remaining properties consist of hospitals, medical office buildings and other facilities. Our facilities are located in 42 states, with facilities in only one state accounting for more than 10% of total revenues during the nine months ended September 30, 2005 and 2004.

Approximately 63.2% and 82.3% of our total revenues for the nine months ended September 30, 2005 and 2004, respectively, were derived from our master lease agreements with Kindred (the “Kindred Master Leases”). Each Kindred Master Lease is a “triple-net lease” pursuant to which Kindred is required to pay all insurance, taxes, utilities, maintenance and repairs related to the properties. There are several renewal bundles of properties under each Kindred Master Lease, with each bundle containing a varying number of properties. All properties within a bundle have primary terms ranging from 10 to 15 years from May 1, 1998 and, provided certain conditions are satisfied, are subject to three five-year renewal terms.

On June 7, 2005, we completed the acquisition of Provident Senior Living Trust (“Provident”) (see “Note 4—Acquisitions”), which leased all of its properties to affiliates of Brookdale and Alterra Healthcare Corporation (together with its subsidiaries, “Alterra”). As a result of this acquisition, Brookdale became a significant source of our total revenues. Approximately 24.4% of our total revenues for the three months ended September 30, 2005 was derived from our lease agreements with Brookdale. In September 2005, Brookdale was combined, through a series of mergers, with Alterra under a new holding company, Brookdale Senior Living Inc. (together with its affiliates, “Brookdale Senior Living”). As a result of this combination, Brookdale Senior Living is expected to account for a greater portion of our total revenues in future periods. For the three months ended September 30, 2005, revenues derived from Brookdale and Alterra were approximately 31.6% of our total revenues.

Because we lease a substantial portion of our properties to Kindred and Brookdale Senior Living (collectively, the “Significant Tenants”) and the Significant Tenants are the primary source of our total revenues, the Significant Tenants’ financial condition and ability and willingness to satisfy their obligations under their respective leases and certain other agreements with us will significantly impact our revenues and our ability to service our indebtedness and to make distributions to our stockholders. We cannot assure you that the Significant Tenants will have sufficient assets, income and access to financing to enable them to satisfy their obligations under their respective leases and other agreements. The inability or unwillingness of the Significant Tenants to satisfy their obligations under the leases and other agreements would have a material adverse effect on our business, financial condition, results of operation and liquidity, on our ability to service our indebtedness and on our ability to make distributions to our stockholders as required to maintain our status as a REIT.

Kindred is subject to the reporting requirements of the Commission and is required to file with the Commission annual reports containing audited financial information and quarterly reports containing unaudited financial information. The information related to Kindred provided in this Quarterly Report on Form 10-Q is derived from filings made with the Commission or other publicly available information, or has been provided to us by Kindred. Kindred’s filings with the Commission can be found at the Commission’s website at www.sec.gov. On August 10, 2005, Brookdale Senior Living filed with the Commission a registration statement on Form S-1 relating to the initial public offering of its common stock. The registration statement, as amended, contains combined financial and other information of Brookdale and Alterra and can be found on the Commission’s website at www.sec.gov. If it completes its initial public offering, Brookdale Senior Living will become subject to the reporting requirements of the Commission. The information related to Brookdale Senior Living provided in this Quarterly Report on Form 10-Q is derived from filings made with the Commission or other publicly available information, or has been provided to us by Brookdale Senior Living. We have not verified the information related to the Significant Tenants either through an independent investigation or otherwise. We have no reason to believe that such information is inaccurate in any material respect, but we cannot assure you that all such information is accurate. We are

8

providing this data for informational purposes only, and you are encouraged to obtain Kindred’s and Brookdale Senior Living’s publicly available filings from the Commission.

NOTE 4 – ACQUISITIONS

During the nine months ended September 30, 2005, we completed the acquisitions described below. The primary reason for these acquisitions was to invest in healthcare and seniors housing properties with an expected yield on investment, as well as to diversify our properties and revenue base and reduce our dependence on Kindred for rental revenue.

Provident

On June 7, 2005, we completed the acquisition of Provident (the “Provident Acquisition”) in a transaction valued at approximately $1.2 billion. Provident was formed as a Maryland real estate investment trust in March 2004 and owned senior living properties located in the United States. Pursuant to the Provident Acquisition, we acquired 68 independent or assisted living facilities in 19 states comprised of approximately 6,819 residential living units, all of which are leased to affiliates of Brookdale and Alterra pursuant to triple-net leases with renewal options. As of September 30, 2005, the aggregate annualized contractual cash rent expected from the Provident properties was approximately $83.3 million.

We funded the cash portion of the purchase price for the Provident Acquisition, which was approximately $231.0 million, and repaid all outstanding borrowings under Provident’s credit facility at closing from a combination of net proceeds from the sale of $350 million aggregate principal amount of senior notes, comprised of $175 million aggregate principal amount of 63/4% Senior Notes due 2010 (the “2010 Senior Notes”) and $175 million aggregate principal amount of 71/8% Senior Notes due 2015 (the “2015 Senior Notes”), issued by Ventas Realty and a wholly owned subsidiary, Ventas Capital Corporation (“Ventas Capital” and, together with Ventas Realty, the “Issuers”), and borrowings under our revolving credit facility. Additionally, we issued approximately 15.0 million shares of our common stock and share equivalents to Provident equity holders as part of the purchase price for the Provident Acquisition. We also assumed approximately $459.4 million of property-level mortgage debt.

Other Acquisitions

In the first nine months of 2005, we acquired 22 seniors housing facilities, an adjacent parcel of land and one hospital for an aggregate purchase price of $258.0 million. The seniors housing facilities and the hospital are leased under triple-net leases, each having initial terms ranging from 10 to 15 years and initially providing aggregate, annual cash base rent of approximately $22.3 million, subject to escalation as provided in the leases.

Also in the first nine months of 2005, we acquired three medical office buildings for an aggregate purchase price of $13.0 million in two separate transactions. These buildings are leased to various tenants under leases having various remaining terms and initially providing aggregate, annual cash base rent of approximately $1.7 million, subject to escalation as provided in the leases. We have engaged third parties to manage the operations at the medical office buildings.

Subsequent to September 30, 2005, we acquired an independent and assisted living facility for an aggregate purchase price of $19.5 million. This facility is leased under a triple-net lease, having an initial term of 10 years and initially providing aggregate, annual cash base rent of approximately $1.6 million, subject to escalation as provided in the lease.

9

Estimated Fair Value

The transactions completed during the nine months ended September 30, 2005 were accounted for under the purchase method. The following table summarizes the preliminary estimated fair values of the assets acquired and liabilities assumed at the date of acquisition (in thousands). Such estimates are subject to refinement as additional valuation information is received.

	Provident		Other		Total
Land	$	116,250	$	31,440	$	147,690
Buildings and improvements		1,113,641		239,583		1,353,224
Escrow deposits and restricted cash		31,996		1,817		33,813
Other assets		1,506		54		1,560
Total assets acquired		1,263,393		272,894		1,536,287
Notes payable and other debt		459,437		70,969		530,406
Other liabilities		28,362		4,752		33,114
Total liabilities assumed		487,799		75,721		563,520
Net assets acquired		775,594		197,173		972,767
Total equity issued		392,826		—		392,826
Total cash used	$	382,768	$	197,173	$	579,941

The buildings are being depreciated over their estimated useful lives, which were determined to be 35 years.

Pro Forma

The following table illustrates the effect on our operations as if we had consummated the Provident Acquisition, our 2004 and 2005 acquisitions, the 2010 Senior Notes and 2015 Senior Notes offering and the sales of 2.0 million and 3.2 million shares of our common stock in underwritten public offerings in March 2004 and July 2005, respectively, as of the beginning of each of the three-and nine-month periods ended September 30, 2005 and 2004 (in thousands, except per share amounts):

	For the Three Months Ended September 30,				For the Nine Months Ended September 30,
	2005		2004		2005		2004
Revenues	$	98,307	$	94,393	$	291,694	$	283,120
Expenses		69,881		69,661		206,250		206,276
Net income from continuing operations		28,426		24,732		85,269		76,844
Net income		28,426		24,929		85,269		77,415
Earnings per common share:
Basic:
Net income from continuing operations	$	0.28	$	0.24	$	0.83	$	0.75
Net income	$	0.28	$	0.24	$	0.83	$	0.76
Diluted:
Net income from continuing operations	$	0.27	$	0.24	$	0.82	$	0.75
Net income	$	0.27	$	0.24	$	0.82	$	0.75
Shares used in computing earnings per common share:
Basic		103,293		102,319		103,079		101,966
Diluted		104,092		103,135		103,851		102,838

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NOTE 5 – DISPOSITIONS

In accordance with SFAS No. 144, “Accounting for the Impairment or Disposal of Long Lived Assets” (“SFAS No. 144”), the results of operations and gain/(loss) on real estate properties sold or held for sale are reflected in the Condensed Consolidated Statements of Income as “discontinued operations” for all periods presented. Interest expense allocated to discontinued operations has been estimated based on a proportional allocation of rental income among all of our facilities.

On October 4, 2005, we received notification from a tenant regarding its intent to exercise its option to purchase a seniors housing facility located in Pennsylvania containing 90 licensed beds. We expect this sale to close in the fourth quarter of 2005. The carrying amount of this facility was approximately $5.1 million as of September 30, 2005 and the purchase price is approximately $10 million. Annual rent on this asset is $0.8 million.

During the nine months ended September 30, 2005, we did not dispose of any operating assets or have any operating assets classified as held for sale, and therefore no amounts were reported in discontinued operations. Set forth below is a summary of the results of operations of the facilities that were sold and held for sale during the year ended December 31, 2004 (in thousands):

	For the Three Months Ended September 30, 2004		For the Nine Months Ended September 30, 2004
Rental income	$	346	$	1,022
Interest		98		298
Depreciation		51		153
		149		451
Discontinued operations	$	197	$	571

NOTE 6 – LOANS RECEIVABLE, NET

During the nine months ended September 30, 2005, we extended three first mortgage loans in the aggregate principal amount of $25.9 million. The loans accrue interest at a rate of 9.0% per annum and provide for monthly amortization of principal with balloon payment maturity dates ranging from February 2010 to April 2010. Each loan is guaranteed by an affiliate of the borrower and its two principals.

Also during the nine months ended September 30, 2005, we invested in a portfolio of eight distressed mortgage loans with eight separate borrowers for an aggregate purchase price of $21.4 million. The mortgage loans are secured by eight seniors housing facilities. A third party, unrelated to the borrowers, and its two principals issued for our benefit a support agreement relating to these mortgage loans. Under the support agreement, the third party and its two principals agreed, among other things, to pay a 9.0% annual rate of return on the outstanding balance of our investment in the mortgage loans and, if not sooner paid, to repay to us the outstanding principal balance of our investment in the mortgage loans on March 31, 2010. The third party and its two principals have certain rights and obligations to buy the mortgage loans, and their obligations under the support agreement are guaranteed by their affiliated senior living operator.

During the three months ended September 30, 2005, $12.2 million of our $21.4 million investment in the distressed mortgage loans covering these assets was satisfied by the buy-out of the applicable distressed mortgage loans in an amount equal to our investment in these loans. In conjunction with these buy-outs, we extended two first mortgage loans in an aggregate principal amount of $7.6 million. The new first mortgage loans accrue interest at a rate of 9.0% per annum and provide for monthly amortization of principal with balloon payment maturities in July 2010. These two first mortgage loans are also guaranteed by the third party and its two principals.

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In November 2002, we made a $17.0 million mezzanine loan to Trans Healthcare, Inc. (“THI”). As of September 30, 2005, the balance of the mezzanine loan receivable was approximately $10.6 million. The THI mezzanine loan bears interest, inclusive of upfront fees, at 18% per annum and is secured by equity pledges in entities that own and operate 14 healthcare facilities, plus liens on four other healthcare properties, and interests in three additional properties and a physical therapy business. Contemporaneously with the making of the THI mezzanine loan, we purchased five healthcare facilities and leased them back to THI under a triple-net master lease providing for initial annual base rent of $5.9 million. THI remains current on all lease payments under its lease and all principal and interest payments under the mezzanine loan. We have entered into a series of forbearance agreements with THI regarding terms in the THI mezzanine loan documents and the THI master lease. The current forbearance agreement with THI expires November 30, 2005 and the THI mezzanine loan matures on November 15, 2005. In addition, the THI mezzanine loan is secured by first priority liens on a physical therapy business that is under contract for sale. Proceeds from the sale of the physical therapy business are expected to exceed $5 million and the sale is expected to close before November 30, 2005. Ventas would receive the net proceeds from the sale of the physical therapy business. However, there can be no assurances that the sale of the physical therapy business will occur, or if the sale does occur, the terms of the sale. In addition, there can be no assurances that we will enter into additional forbearance agreements with THI or that THI will continue to make all lease, principal and interest payments to us.

NOTE 7 – BORROWING ARRANGEMENTS

The following is a summary of our long-term debt and certain interest rate and maturity information as of September 30, 2005 and December 31, 2004.

	September 30, 2005		December 31, 2004
	(in thousands)
Revolving credit facility	$	95,900	$	39,000
8.75% Senior Notes due 2009		174,217		174,217
6.75% Senior Notes due 2010		175,000		—
9.00% Senior Notes due 2012		191,821		191,821
6.625% Senior Notes due 2014		175,000		125,000
7.125% Senior Notes due 2015		175,000		—
CMBS Loan		210,322		212,612
Other mortgage loans		614,059		100,528
	$	1,811,319	$	843,178

Scheduled Maturities of Borrowing Arrangements

As of September 30, 2005, our indebtedness had the following maturities (in thousands):

2005	$	3,271
2006		225,000
2007		135,506
2008		36,627
2009		314,784
Thereafter		1,096,131
	$	1,811,319

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Senior Notes

On June 7, 2005, we completed the offering of $175 million aggregate principal amount of the 2010 Senior Notes and $175 million aggregate principal amount of the 2015 Senior Notes of the Issuers. The 2010 Senior Notes and the 2015 Senior Notes (together, the “Senior Notes”) were issued under separate indentures, and mature on June 7, 2010 and June 7, 2015, respectively.

The Senior Notes are unconditionally guaranteed, jointly and severally, on a senior unsecured basis by us and by certain of our current and future subsidiaries as described in the indentures (collectively, the “Guarantors”). The Senior Notes are part of our general unsecured obligations, rank equal in right of payment with all of our existing and future senior obligations and rank senior to all of our existing and future subordinated indebtedness. However, the Senior Notes are effectively subordinated to all borrowings under our revolving credit facility with respect to the assets securing obligations under the facility. In addition, the Senior Notes are structurally subordinated to our commercial mortgage-backed securitization loan (the “CMBS Loan”).

The Issuers may redeem some or all of the 2015 Senior Notes and some or all of the 2010 Senior Notes at any time prior to June 1, 2010 and maturity, respectively, in each case, at a redemption price equal to 100% of their aggregate principal amount, plus a make-whole premium, plus accrued and unpaid interest, if any, to the date of redemption. The Issuers may also redeem some or all of the 2015 Senior Notes beginning on June 1, 2010, at the redemption prices set forth in the applicable indenture, plus accrued and unpaid interest, if any, to the date of redemption. In addition, at any time prior to June 1, 2008, the Issuers may redeem up to 35% of the aggregate principal amount of either or both series of notes with the net cash proceeds from certain equity offerings at the redemption prices set forth in the indentures, plus accrued and unpaid interest, if any, to the date of redemption.

The indentures governing the Senior Notes contain covenants that limit our ability and the ability of certain of our subsidiaries (collectively, the “Restricted Group”) to, among other things: (i) incur debt; (ii) incur secured debt; (iii) make certain dividends, distributions and investments; (iv) enter into certain transactions, including transactions with affiliates; (v) restrict dividends or other payments from subsidiaries; (vi) merge, consolidate or transfer all or substantially all of its assets; and (vii) sell assets. The Restricted Group is also required to maintain total unencumbered assets of at least 150% of its unsecured debt.

On June 14, 2005, we completed the offering of $50 million aggregate principal amount of 6 5/8% Senior Notes due 2014 (the “2014 Senior Notes”) of the Issuers, which were in addition to the $125 million aggregate principal amount of 2014 Senior Notes originally issued in October 2004. The $50 million principal amount of the 2014 Senior Notes was issued at a 1% discount to par value. The $50 million aggregate principal amount and the $125 million aggregate principal amount of the 2014 Senior Notes are governed by the same indenture, which contains the same restrictive covenants described above with respect to the Senior Notes.

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NOTE 8 – STOCKHOLDERS’ EQUITY AND STOCK OPTIONS

Stock Options

As of September 30, 2005, we had five plans under which options to purchase common stock have been, or may be, granted to officers, employees and non-employee directors, one plan under which executive officers may receive common stock in lieu of compensation and two plans under which certain directors may receive common stock in lieu of director fees. We account for our stock-based employee compensation plans under the recognition and measurement principles of APB Opinion No. 25 and related interpretations. No stock-based employee compensation cost for stock options is reflected in net income, as all options granted under those plans had an exercise price equal to the market value of the underlying common stock on the date of grant. However, as required under Commission Release No. 33-8568, we expect to adopt the provisions of SFAS No. 123(R) on January 1, 2006, which requires all share-based payments to employees, including grants of employee stock options, to be recognized in the income statement based on their fair value. See “Note 2—Basis of Presentation—Recently Issued Accounting Standards.” The following table illustrates the effect on net income and earnings per share if we had applied the fair value recognition provisions of SFAS No. 123 to all stock-based employee compensation (in thousands, except per share amounts):

	For the Three Months Ended September 30,						For the Nine Months Ended September 30,
	2005			2004			2005			2004
Net income, as reported	$	28,721		$	25,297		$	83,362		$	74,226
Add: Stock-based employee compensation expense included in reported net income		471			321			1,397			871
Deduct: Total stock-based employee compensation expense determined under fair value based method for all awards		(607	)		(452	)		(1,810	)		(1,247	)
Pro forma net income	$	28,585		$	25,166		$	82,949		$	73,850
Earnings per share:
Basic – as reported	$	0.28		$	0.30		$	0.90		$	0.89
Basic – pro forma	$	0.28		$	0.30		$	0.90		$	0.89
Diluted – as reported	$	0.28		$	0.30		$	0.90		$	0.88
Diluted – pro forma	$	0.28		$	0.30		$	0.89		$	0.88

In determining the estimated fair value of our stock options as of the date of grant, we used the Black-Scholes option pricing model with the following assumptions:

	For the Three Months Ended September 30,				For the Nine Months Ended September 30,
	2005		2004		2005		2004
Risk-free interest rate	4.50	%	3.80	%	4.50	%	4.10	%
Dividend yield	6.61	%	6.50	%	6.61	%	6.50	%
Volatility factors of the expected market price for our common stock	20.29	%	26.90	%	20.29	%	22.90	%
Weighted average expected life of options	10 years		8 years		10 years		8 years

The Black-Scholes option pricing model was developed for use in estimating the fair value of traded options which have no vesting restrictions and are fully transferable. In addition, option valuation models require the input of highly subjective assumptions, including the expected stock price volatility. Because our employee stock options have characteristics significantly different from those of traded options, and because changes in the subjective input assumptions can materially affect the fair value estimate, in our opinion, the existing models do not necessarily provide a reliable single measure of the fair value of our employee stock options.

Employee and Director Stock Purchase Plan

During the three months ended September 30, 2005, we implemented the Ventas Employee and Director Stock Purchase Plan (“ESPP”) under which our employees and directors may purchase shares of our common stock at a discount to improve retention and align our employees’ interests with those of our shareholders. We have reserved 2.5 million shares for issuance under the ESPP.

Dividends

We declared our third quarterly dividend for 2005 of $0.36 per share on September 8, 2005, which was paid in cash on October 5, 2005 to stockholders of record on September 20, 2005. In order to qualify as a REIT, we must make annual distributions to our stockholders of at least 90% of REIT taxable income (excluding net capital gain). Although we currently intend to distribute 100% or more of our taxable income for 2005 in quarterly installments, there can be no assurance that we will do so or as to when the remaining distributions will be made.

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Equity Offering

On July 6, 2005, we sold 3.2 million shares of our common stock in an underwritten public offering under our universal shelf registration statement. We received $97.0 million in net proceeds from the sale, which we used to repay indebtedness under our revolving credit agreement. Following completion of the offering, approximately $501.0 million of securities remains available for offering under the universal shelf registration statement.

NOTE 9 – LITIGATION

Legal Proceedings Presently Defended and Indemnified by Kindred Under the Spin Agreements

The following litigation and other matters arose from our operations prior to the time of our spin off of Kindred on May 1, 1998 (the “1998 Spin Off”) or relate to assets or liabilities transferred to Kindred in connection with the 1998 Spin Off. Under the agreements we entered into with Kindred at the time of the 1998 Spin Off (the “Spin Agreements”), Kindred agreed to assume the defense, on our behalf, of any claims that (i) were pending at the time of the 1998 Spin Off and which arose out of the ownership or operation of the healthcare operations or any of the assets or liabilities transferred to Kindred in connection with the 1998 Spin Off, or (ii) were asserted after the 1998 Spin Off and which arose out of the ownership and operation of the healthcare operations or any of the assets or liabilities transferred to Kindred in connection with the 1998 Spin Off, and to indemnify us for any fees, costs, expenses and liabilities arising out of such operations (the “Indemnification”). Kindred is presently defending us in the matters described below, among others. Under Kindred’s plan of reorganization, Kindred assumed and agreed to abide by the Indemnification and to defend us in these and other matters as required under the Spin Agreements. However, there can be no assurance that Kindred will continue to defend us in such matters or that Kindred will have sufficient assets, income and access to financing to enable it to satisfy such obligations or its other obligations incurred in connection with the 1998 Spin Off. In addition, the following descriptions are based primarily on information included in Kindred’s public filings and information provided to us by Kindred. There can be no assurance that Kindred has included in its public filings and provided us complete and accurate information in all instances.

A stockholder derivative suit entitled Thomas G. White on behalf of Ventas, Inc. v. W. Bruce Lunsford, et al., Case No. 98 C103669, was filed in June 1998 in the Jefferson County, Kentucky, Circuit Court. The complaint alleges, among other things, that certain former officers and directors damaged our company by engaging in breaches of fiduciary duty, insider trading, fraud and securities fraud and damaging our reputation. The suit seeks unspecified damages, interest, punitive damages, reasonable attorneys’ fees, other costs, and any extraordinary equitable and/or injunctive relief permitted by law or equity to assure the plaintiff has an effective remedy. We believe the allegations in the complaint are without merit. In September 2003, Kindred filed a motion to dismiss this action as to all defendants, including us, based on plaintiff’s failure to make demand for remedy upon the appropriate Board of Directors. On July 26, 2005, the Court granted Kindred’s motion and dismissed this action in its entirety. On August 25, 2005, the plaintiff filed a notice of appeal to the Kentucky Court of Appeals. Kindred has indicated that it intends to continue to defend this action vigorously on our behalf. We are unable at this time to estimate the possible loss or range of loss for this action and, therefore, no provision for liability, if any, resulting from this litigation has been made in our Condensed Consolidated Financial Statements as of September 30, 2005.

Kindred is a party to certain legal actions and regulatory investigations arising in the normal course of its business. We are a party to certain legal actions and regulatory investigations that arise from the normal course of our prior healthcare operations, which legal actions and regulatory investigations are being defended by Kindred under the Indemnification. Neither we nor Kindred are able to predict the ultimate outcome of pending litigation and regulatory investigations. In addition, there can be no assurance that the Centers for Medicare & Medicaid Services or other regulatory agencies will not initiate additional investigations related to Kindred’s business or our prior healthcare business in the future, nor can there be any assurance that the resolution of any litigation or investigations, either individually or in the aggregate, would not have a material adverse effect on Kindred’s liquidity, financial position or results of operations, which in turn could have a material adverse effect on us.

15

Other Litigation

We are a plaintiff in an action seeking a declaratory judgment and damages entitled Ventas Realty, Limited Partnership et al. v. Black Diamond CLO 1998-1 Ltd., et al., Case No. 99C107076, filed November 22, 1999 in the Circuit Court of Jefferson County, Kentucky. Two of the three defendants in that action, Black Diamond International Funding, Ltd. and BDC Finance, LLC (collectively “Black Diamond”), have asserted counterclaims against us under theories of breach of contract, tortious interference with contract and abuse of process. We dispute the material allegations contained in Black Diamond’s counterclaims and we intend to continue to pursue our claims and defend the counterclaims vigorously. There were no material developments in this action during the nine-month period ended September 30, 2005. We are unable at this time to estimate the possible loss or range of loss for the counterclaims in this action, and therefore, no provision for liability, if any, resulting from this litigation has been made in our Condensed Consolidated Financial Statements as of September 30, 2005.

We are the plaintiff in an action entitled Ventas, Inc. v. Sullivan & Cromwell, Case No. 02-5232 filed by us on June 27, 2002 in the Superior Court of the District of Columbia. The complaint asserts claims of legal malpractice and breach of fiduciary duty by Sullivan & Cromwell in connection with its legal representation of us in the 1998 Spin Off. We have agreed to settle this action in exchange for the payment on behalf of Sullivan & Cromwell to us of $25.5 million in the fourth quarter of 2005. After payment of expenses for this action, including the contingent fee for our outside legal counsel, Myron Cherry & Associates LLC, Chicago, Illinois, we expect to net approximately $16.0 million from the settlement. We expect to use the settlement proceeds to establish a charitable foundation, repay debt and for other corporate purposes.

We are party to various other lawsuits arising in the normal course of our business. It is the opinion of management that, except as set forth in this Note 9, the disposition of these lawsuits will not, individually or in the aggregate, have a material adverse effect on us. If management’s assessment of our liability with respect to these actions is incorrect, such lawsuits could have a material adverse effect on us.

NOTE 10 – COMMITMENTS AND CONTINGENCIES

In connection with the 1998 Spin Off, Kindred agreed, among other things, to assume all liabilities and to indemnify, defend and hold us harmless from and against certain losses, claims and litigation arising out of the ownership or operation of the healthcare operations or any of the assets transferred to Kindred in the spin off. Under Kindred’s plan of reorganization, Kindred assumed and agreed to fulfill these obligations. Similarly, in connection with Provident’s acquisition of certain Brookdale-related and Alterra-related entities in 2004, Brookdale and Alterra agreed to indemnify and hold Provident (and, as a result of the Provident Acquisition, us) harmless from and against, among other things, certain liabilities arising out of the ownership or operation of such entities prior to the acquisition by Provident. There can be no assurance that Kindred, Brookdale or Alterra will have sufficient assets, income and access to financing to enable them to satisfy, or that they will be willing to satisfy, their respective obligations under these arrangements. If Kindred, Brookdale or Alterra do not satisfy or otherwise honor their respective obligations to indemnify, defend and hold us harmless under their respective contractual arrangements with us, then we may be liable for the payment and performance of such obligations and may have to assume the defense of such claims or litigation, which could have a material adverse effect on our business, financial condition, results of operations and liquidity, our ability to service our indebtedness and our ability to make distributions to our stockholders as required to maintain our status as a REIT.

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NOTE 11 – EARNINGS PER SHARE

The following table shows the amounts used in computing basic and diluted earnings per share:

	For the Three Months Ended September 30,				For the Nine Months Ended September 30,
	2005		2004		2005		2004
	(in thousands, except per share amounts)
Numerator for basic and diluted earnings per share:
Income before discontinued operations	$	28,721	$	25,100	$	83,362	$	73,655
Discontinued operations		—		197		—		571
Net income	$	28,721	$	25,297	$	83,362	$	74,226
Denominator:
Denominator for basic earnings per share —weighted average shares		103,081		84,073		92,172		83,202
Effect of dilutive securities:
Stock options		781		779		760		836
Time vesting restricted stock awards		18		37		12		36
Dilutive potential common stock		799		816		772		872
Denominator for diluted earnings per share —adjusted weighted average shares		103,880		84,889		92,944		84,074
Basic earnings per share:
Income before discontinued operations	$	0.28	$	0.30	$	0.90	$	0.89
Discontinued operations		—		—		—		—
Net income	$	0.28	$	0.30	$	0.90	$	0.89
Diluted earnings per share:
Income before discontinued operations	$	0.28	$	0.30	$	0.90	$	0.88
Discontinued operations		—		—		—		—
Net income	$	0.28	$	0.30	$	0.90	$	0.88

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NOTE 12 – CONDENSED CONSOLIDATING INFORMATION

We and certain of our direct and indirect wholly owned subsidiaries (the “Wholly Owned Subsidiary Guarantors”) have fully and unconditionally guaranteed, on a joint and several basis, the obligation to pay principal and interest with respect to each series of senior notes issued by the Issuers. ETOP, which is a substantially owned indirect subsidiary of ours, and certain of its wholly owned subsidiaries (the “ETOP Subsidiary Guarantors” and collectively, with the Wholly Owned Subsidiary Guarantors, the “Guarantors”), have also provided a guarantee, on a joint and several basis, of the senior notes. We have other subsidiaries (“Non-Guarantor Subsidiaries”) that are not included among the Guarantors, and such subsidiaries are not obligated with respect to the senior notes. Contractual and legal restrictions, including those contained in the agreements governing the CMBS Loan, and instruments governing certain Non-Guarantor Subsidiaries’ outstanding indebtedness, may under certain circumstances restrict our ability to obtain cash from our Non-Guarantor Subsidiaries for the purpose of meeting our debt service obligations, including our guarantee of payment of principal and interest on the senior notes. Additionally, as of December 31, 2004, approximately $113.5 million of the net assets of Ventas Realty were mortgaged to secure our revolving credit facility. Certain of our real estate assets are also subject to mortgages. The following summarizes our condensed consolidating information as of September 30, 2005 and December 31, 2004 and for the three and nine months ended September 30, 2005 and 2004.

CONDENSED CONSOLIDATING BALANCE SHEET

As of September 30, 2005

(in thousands)	Ventas, Inc.		ETOP and ETOP Subsidiary Guarantors		Wholly Owned Subsidiary Guarantors		Issuers (1)			Non - Guarantor Subsidiaries		Consolidated Elimination			Consolidated
Assets
Net real estate investments	$	12,289	$	61,866	$	865,967	$	949,483		$	663,030	$	—		$	2,552,635
Cash and cash equivalents		1		—		—		5,028			735		—			5,764
Escrow deposits and restricted cash		222		304		28,840		7,159			19,872		—			56,397
Deferred financing costs, net		—		—		—		15,645			1,612		—			17,257
Equity in affiliates		327,645		80,495		117,447		723,872			15		(1,249,474	)		—
Other		1,768		108		8,097		10,931			5,173		—			26,077
Total assets	$	341,925	$	142,773	$	1,020,351	$	1,712,118		$	690,437	$	(1,249,474	)	$	2,658,130
Liabilities and stockholders’ equity
Liabilities:
Senior notes payable and other debt	$	—	$	427	$	301,647	$	986,938		$	522,307	$	—		$	1,811,319
Intercompany		—		3,612		125,000		(133,251	)		4,639		—			—
Deferred revenue		51		—		—		9,068			2,007		—			11,126
Interest rate swap agreement		—		—		—		6,177			—		—			6,177
Accrued dividend		37,129		126		—		—			—		—			37,255
Accrued interest		—		3		1,385		27,035			2,009		—			30,432
Accounts payable and other accrued liabilities		2,207		263		25,140		35,924			13,389		393			77,316
Deferred income taxes		30,394		—		—		—			—		—			30,394
Total liabilities		69,781		4,431		453,172		931,891			544,351		393			2,004,019
Total stockholders’ equity		272,144		138,342		567,179		780,227			146,086		(1,249,867	)		654,111
Total liabilities and stockholders’ equity	$	341,925	$	142,773	$	1,020,351	$	1,712,118		$	690,437	$	(1,249,474	)	$	2,658,130

(1) Ventas Capital is a wholly owned direct subsidiary of Ventas Realty that was formed to facilitate the offerings of the senior notes and has no assets or operations.

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CONDENSED CONSOLIDATING BALANCE SHEET

As of December 31, 2004

(in thousands)	Ventas, Inc.		ETOP and ETOP Subsidiary Guarantors		Wholly Owned Subsidiary Guarantors		Issuers (1)			Non- Guarantor Subsidiaries			Consolidated Elimination			Consolidated
Assets
Net real estate investments	$	12,806	$	63,608	$	—	$	772,883		$	221,835		$	—		$	1,071,132
Cash and cash equivalents		48		37		3		1,846			1,431			—			3,365
Escrow deposits and restricted cash		237		2,658		—		12,812			10,003			—			25,710
Deferred financing costs, net		—		—		—		10,938			2,612			—			13,550
Equity in affiliates		391,817		80,447		114,867		—			15			(587,146	)		—
Other		1,716		209		—		10,055			1,198			—			13,178
Total assets	$	406,624	$	146,959	$	114,870	$	808,534		$	237,094		$	(587,146	)	$	1,126,935
Liabilities and stockholders’ equity
Liabilities:
Senior notes payable and other debt	$	—	$	9,666	$	—	$	530,037		$	303,475		$	—		$	843,178
Intercompany		—		3,622		—		(7,802	)		4,180			—			—
Deferred revenue		71		—		—		10,489			2,327			—			12,887
Interest rate swap agreement		—		—		—		16,550			—			—			16,550
Accrued dividend		27,498		—		—		—			—			—			27,498
Accrued interest		—		264		—		7,435			1,044			—			8,743
Accounts payable and other accrued liabilities		2,030		607		—		19,895			4,536			393			27,461
Deferred income taxes		30,394		—		—		—			—			—			30,394
Total liabilities		59,993		14,159		—		576,604			315,562			393			966,711
Total stockholders’ equity		346,631		132,800		114,870		231,930			(78,468	)		(587,539	)		160,224
Total liabilities and stockholders’ equity	$	406,624	$	146,959	$	114,870	$	808,534		$	237,094		$	(587,146	)	$	1,126,935

(1) Ventas Capital is a wholly owned direct subsidiary of Ventas Realty that was formed to facilitate the offerings of the senior notes and has no assets or operations.

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CONDENSED CONSOLIDATING STATEMENT OF INCOME

For the three months ended September 30, 2005

(in thousands)	Ventas, Inc.		ETOP and ETOP Subsidiary Guarantors			Wholly Owned Subsidiary Guarantors		Issuers (1)			Non- Guarantor Subsidiaries		Consolidated Elimination			Consolidated
Revenues:
Rental income	$	596	$	1,625		$	18,545	$	51,895		$	21,110	$	—		$	93,771
Interest income from loans receivable		—		—			—		1,573			—		—			1,573
Equity earnings (loss) in affiliates		28,591		(71	)		4,061		—			—		(32,581	)		—
Interest and other income		20		14			—		706			51		—			791
Total revenues		29,207		1,568			22,606		54,174			21,161		(32,581	)		96,135
Expenses:
Property-level operating expenses		—		—			—		103			574		—			677
General, administrative and professional fees		311		109			1,213		3,110			1,366		—			6,109
Restricted stock amortization		3		6			63		330			69		—			471
Depreciation		172		581			9,466		11,112			6,409		—			27,740
Interest		—		140			4,682		19,909			7,686		—			32,417
Intercompany interest		—		(9	)		—		(151	)		160		—			—
Total expenses		486		827			15,424		34,413			16,264		—			67,414
Net income	$	28,721	$	741		$	7,182	$	19,761		$	4,897	$	(32,581	)	$	28,721

(1) Ventas Capital is a wholly owned direct subsidiary of Ventas Realty that was formed to facilitate the offerings of the senior notes and has no assets or operations.

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CONDENSED CONSOLIDATING STATEMENT OF INCOME

For the three months ended September 30, 2004

(in thousands)	Ventas, Inc.		ETOP and ETOP Subsidiary Guarantors			Wholly Owned Subsidiaries Guarantors		Issuers (1)			Non- Guarantor Subsidiaries		Consolidated Elimination			Consolidated
Revenues:
Rental income	$	575	$	1,618		$	—	$	45,940		$	12,177	$	—		$	60,310
Interest income from loans receivable		—		—			—		763			—		—			763
Equity earnings in affiliates		24,986		(160	)		540		—			—		(25,366	)		—
Interest and other income		20		20			—		139			10		—			189
Total revenues		25,581		1,478			540		46,842			12,187		(25,366	)		61,262
Expenses:
Property-level operating expenses		—		—			—		42			330		—			372
General, administrative and professional fees		107		119			7		2,991			823		—			4,047
Restricted stock amortization		3		9			—		245			64		—			321
Depreciation		174		738			—		9,779			2,513		—			13,204
Interest		—		207			—		13,040			3,601		—			16,848
Loss on extinguishment of debt		—		—			—		1,370			—		—			1,370
Intercompany interest		—		58			—		(150	)		92		—			—
Total expenses		284		1,131			7		27,317			7,423		—			36,162
Income before discontinued operations		25,297		347			533		19,525			4,764		(25,366	)		25,100
Discontinued operations		—		—			—		197			—		—			197
Net income	$	25,297	$	347		$	533	$	19,722		$	4,764	$	(25,366	)	$	25,297

(1) Ventas Capital is a wholly owned direct subsidiary of Ventas Realty that was formed to facilitate the offerings of the senior notes and has no assets or operations.

21

CONDENSED CONSOLIDATING STATEMENT OF INCOME

For the nine months ended September 30, 2005

(in thousands)	Ventas, Inc.		ETOP and ETOP Subsidiary Guarantors			Wholly Owned Subsidiary Guarantors		Issuers (1)			Non- Guarantor Subsidiaries		Consolidated Elimination			Consolidated
Revenues:
Rental income	$	1,756	$	4,867		$	23,478	$	150,304		$	48,647	$	—		$	229,052
Interest income from loans receivable		—		—			—		3,717			—		—			3,717
Equity earnings (loss) in affiliates		82,809		(329	)		5,723		—			—		(88,203	)		—
Interest and other income		56		56			—		2,309			102		—			2,523
Total revenues		84,621		4,594			29,201		156,330			48,749		(88,203	)		235,292
Expenses:
Property-level operating expenses		—		—			—		317			1,553		—			1,870
General, administrative and professional fees		734		437			1,623		10,206			3,682		—			16,682
Restricted stock amortization		8		21			85		1,086			197		—			1,397
Depreciation		517		1,743			12,629		31,824			12,578		—			59,291
Interest		—		549			5,917		48,891			17,158		—			72,515
Intercompany interest		—		(10	)		—		(449	)		459		—			—
Total expenses		1,259		2,740			20,254		91,875			35,627		—			151,755
Income before net loss on real estate disposals		83,362		1,854			8,947		64,455			13,122		(88,203	)		83,537
Net loss on real estate disposals		—		—			—		(175	)		—		—			(175	)
Net income	$	83,362	$	1,854		$	8,947	$	64,280		$	13,122	$	(88,203	)	$	83,362

(1) Ventas Capital is a wholly owned direct subsidiary of Ventas Realty that was formed to facilitate the offerings of the senior notes and has no assets or operations.

22

CONDENSED CONSOLIDATING STATEMENT OF INCOME

For the nine months ended September 30, 2004

(in thousands)	Ventas, Inc.		ETOP and ETOP Subsidiary Guarantors			Wholly Owned Subsidiaries Guarantors		Issuers (1)			Non- Guarantor Subsidiaries		Consolidated Elimination			Consolidated
Revenues:
Rental income	$	1,697	$	4,314		$	—	$	131,055		$	34,518	$	—		$	171,584
Interest income from loans receivable		—		—			—		2,274			—		—			2,274
Equity earnings in affiliates		73,260		(230	)		2,177		—			—		(75,207	)		—
Interest and other income		107		55			—		580			30		—			772
Total revenues		75,064		4,139			2,177		133,909			34,548		(75,207	)		174,630
Expenses:
Property-level operating expenses		—		—			—		42			827		—			869
General, administrative and professional fees		308		430			17		9,566			2,480		—			12,801
Restricted stock amortization		9		22			—		670			170		—			871
Depreciation		521		1,541			—		27,414			6,620		—			36,096
Interest		—		646			—		38,404			9,918		—			48,968
Intercompany interest		—		(119	)		—		(257	)		376		—			—
Loss on extinguishment of debt		—		—			—		1,370			—		—			1,370
Total expenses		838		2,520			17		77,209			20,391		—			100,975
Income before discontinued operations		74,226		1,619			2,160		56,700			14,157		(75,207	)		73,655
Discontinued operations		—		—			—		571			—		—			571
Net income	$	74,226	$	1,619		$	2,160	$	57,271		$	14,157	$	(75,207	)	$	74,226

(1) Ventas Capital is a wholly owned direct subsidiary of Ventas Realty that was formed to facilitate the offerings of the senior notes and has no assets or operations.

23

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

For the nine months ended September 30, 2005

(in thousands)	Ventas, Inc.			ETOP and ETOP Subsidiary Guarantors			Wholly Owned Subsidiary Guarantors			Issuers (1)			Non- Guarantor Subsidiaries			Consolidated Elimination		Consolidated
Net cash provided by operating activities	$	1,250		$	5,783		$	9,543		$	129,303		$	25,683		$	—	$	171,562
Net cash used in investing activities		(17,373	)		—			—			(600,892	)		—			—		(618,265	)
Cash flows from financing activities:
Net change in borrowings under revolving credit facility		—			—			—			56,900			—			—		56,900
Proceeds from debt		—			—			—			400,000			—			—		400,000
Repayment of debt		—			(9,239	)		—			(5,533	)		(4,393	)		—		(19,165	)
Issuance of intercompany note		—			—			125,000			(125,000	)		—			—		—
Cash distributions from (to) affiliates		(1,891	)		3,419			(134,546	)		154,877			(21,859	)		—		—
Issuance of common stock		101,838			—			—			—			—			—		101,838
Proceeds from stock option exercises		4,717			—			—			—			—			—		4,717
Cash distribution to stockholders		(88,588	)		—			—			—			—			—		(88,588	)
Other		—			—			—			(6,600	)		—			—		(6,600	)
Net cash provided by (used in) financing activities		16,076			(5,820	)		(9,546	)		474,644			(26,252	)		—		449,102
Net increase (decrease) in cash and cash equivalents		(47	)		(37	)		(3	)		3,055			(569	)		—		2,399
Cash and cash equivalents at beginning of period		48			37			3			1,973			1,304			—		3,365
Cash and cash equivalents at end of period	$	1		$	—		$	—		$	5,028		$	735		$	—	$	5,764

(1) Ventas Capital is a wholly owned direct subsidiary of Ventas Realty that was formed to facilitate the offerings of the senior notes and has no assets or operations.

24

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

For the nine months ended September 30, 2004

(in thousands)	Ventas, Inc.			ETOP and ETOP Subsidiary Guarantors			Wholly Owned Subsidiary Guarantors			Issuers (1)			Non –Guarantor Subsidiaries			Consolidated Elimination		Consolidated
Net cash provided by (used in) operating activities	$	2,649		$	3,157		$	(19	)	$	96,977		$	21,791		$	—	$	124,555
Net cash (used in) provided by investing activities		(205,778	)		27,152			14			(102,330	)		869			—		(280,073	)
Cash flows from financing activities:
Net change in borrowings under revolving credit facility		—			—			—			173,500			—			—		173,500
Repayment of debt		—			(3,667	)		—			(59,371	)		(2,877	)		—		(65,915	)
Issuance of intercompany note		—			7,500			—			(7,500	)		—			—		—
Cash distributions from (to) affiliates		230,833			(34,109	)		9			(177,896	)		(18,837	)		—		—
Issuance of common stock		58,903			—			—			—			—			—		58,903
Proceeds from stock option exercises		16,913			—			—			—			—			—		16,913
Cash distribution to stockholders		(103,523	)		—			—			—			—			—		(103,523	)
Other		—			—			—			(2,659	)		—			—		(2,659	)
Net cash provided by (used in) financing activities		203,126			(30,276	)		9			(73,926	)		(21,714	)		—		77,219
Net (decrease) increase in cash and cash equivalents		(3	)		33			4			(79,279	)		946			—		(78,299	)
Cash and cash equivalents at beginning of period		47			—			—			82,051			6			—		82,104
Cash and cash equivalents at end of period	$	44		$	33		$	4		$	2,772		$	952		$	—	$	3,805

(1) Ventas Capital is a wholly owned direct subsidiary of Ventas Realty that was formed to facilitate the offerings of the senior notes and has no assets or operations.

25

NOTE 13 – ETOP CONDENSED CONSOLIDATING INFORMATION

ETOP, which is a substantially owned indirect subsidiary of Ventas, Inc., and the ETOP Subsidiary Guarantors have provided full and unconditional guarantees, on a joint and several basis with us and certain of our direct and indirect wholly owned subsidiaries, of the obligation to pay principal and interest with respect to each series of senior notes of the Issuers. See “Note 12—Condensed Consolidating Information.” Certain of ETOP’s other direct and indirect wholly owned subsidiaries (the “ETOP Non-Guarantor Subsidiaries”) that have not provided the guarantee of the senior notes are therefore not directly obligated with respect to the senior notes.

Contractual and legal restrictions, including those contained in the instruments governing certain of the ETOP Non-Guarantor Subsidiaries’ outstanding indebtedness, may under certain circumstances restrict ETOP’s (and, therefore, our) ability to obtain cash from the ETOP Non-Guarantor Subsidiaries for the purpose of satisfying our and ETOP’s debt service obligations, including our respective guarantees of payment of principal and interest on the senior notes. Certain of the ETOP Subsidiary Guarantors’ properties are subject to mortgages.

For comparative purposes, the ETOP Condensed Consolidating Financial Statements for the periods prior to our acquisition of ElderTrust, the general partner of ETOP, in February 2004 are presented as “Predecessor Company” financial statements and are not included as part of our Condensed Consolidating Financial Statements for those periods.

CONDENSED CONSOLIDATING BALANCE SHEET

As of September 30, 2005

(in thousands)	ETOP and ETOP Subsidiary Guarantors			ETOP Non- Guarantor Subsidiaries		Consolidated Elimination			Consolidated
Assets
Net real estate investments	$	61,866		$	89,773	$	—		$	151,639
Cash and cash equivalents		—			326		—			326
Escrow deposits and restricted cash		304			4,871		—			5,175
Equity in affiliates		80,495			15		(80,510	)		—
Other		108			1,150		—			1,258
Total assets	$	142,773		$	96,135	$	(80,510	)	$	158,398
Liabilities and partners’ equity
Liabilities:
Senior notes payable and other debt	$	427		$	67,110	$	—		$	67,537
Intercompany		(4,639	)		4,639		—			—
Note payable to affiliate		8,251			—		—			8,251
Accounts payable and other accrued liabilities		263			2,295		—			2,558
Accrued interest		3			425		—			428
Accrued dividend		126			—		—			126
Total liabilities		4,431			74,469		—			78,900
Total partners’ equity		138,342			21,666		(80,510	)		79,498
Total liabilities and partners’ equity	$	142,773		$	96,135	$	(80,510	)	$	158,398

26

CONDENSED CONSOLIDATING BALANCE SHEET

As of December 31, 2004

(in thousands)	ETOP and ETOP Subsidiary Guarantors			ETOP Non-Guarantor Subsidiaries		Consolidated Elimination			Consolidated
Assets
Net real estate investments	$	63,608		$	92,135	$	—		$	155,743
Cash and cash equivalents		37			1,173		—			1,210
Escrow deposits and restricted cash		2,658			4,047		—			6,705
Equity in affiliates		80,447			15		(80,462	)		—
Other		209			681		—			890
Total assets	$	146,959		$	98,051	$	(80,462	)	$	164,548
Liabilities and partners’ equity
Liabilities:
Senior notes payable and other debt	$	9,666		$	68,067	$	—		$	77,733
Intercompany		(4,180	)		4,180		—			—
Note payable to affiliate		7,802			—		—			7,802
Accounts payable and other accrued liabilities		607			2,716		—			3,323
Accrued interest		264			439		—			703
Total liabilities		14,159			75,402		—			89,561
Total partners’ equity		132,800			22,649		(80,462	)		74,987
Total liabilities and partners’ equity	$	146,959		$	98,051	$	(80,462	)	$	164,548

27

CONDENSED CONSOLIDATING STATEMENT OF INCOME

For the three months ended September 30, 2005

(in thousands)	ETOP and ETOP Subsidiary Guarantors			ETOP Non-Guarantor Subsidiaries			Consolidated Elimination		Consolidated
Revenues:
Rental income	$	1,625		$	2,689		$	—	$	4,314
Interest and other income		14			14			—		28
Equity loss in affiliates		(71	)		—			71		—
Total revenues		1,568			2,703			71		4,342
Expenses:
Property-level operating expenses		—			364			—		364
General, administrative and professional fees		109			159			—		268
Restricted stock amortization		6			7			—		13
Depreciation		581			792			—		1,373
Interest		140			1,292			—		1,432
Intercompany interest		(9	)		160			—		151
Total expenses		827			2,774			—		3,601
Net income (loss)	$	741		$	(71	)	$	71	$	741

28

CONDENSED CONSOLIDATING STATEMENT OF INCOME

For the three months ended September 30, 2004

(in thousands)	ETOP and ETOP Subsidiary Guarantors			ETOP Non-Guarantor Subsidiaries			Consolidated Elimination		Consolidated
Revenues:
Rental income	$	1,618		$	2,663		$	—	$	4,281
Interest and other income		20			9			—		29
Equity loss in affiliates		(160	)		—			160		—
Total revenues		1,478			2,672			160		4,310
Expenses:
Property-level operating expenses		—			331			—		331
General, administrative and professional fees		119			176			—		295
Restricted stock amortization		9			11			—		20
Depreciation		738			905			—		1,643
Interest		207			1,316			—		1,523
Intercompany interest		58			93			—		151
Total expenses		1,131			2,832			—		3,963
Net income (loss)	$	347		$	(160	)	$	160	$	347

29

CONDENSED CONSOLIDATING STATEMENT OF INCOME

For the nine months ended September 30, 2005

(in thousands)	ETOP and ETOP Subsidiary Guarantors			ETOP Non-Guarantor Subsidiaries			Consolidated Elimination		Consolidated
Revenues:
Rental income	$	4,867		$	8,007		$	—	$	12,874
Interest and other income		56			34			—		90
Equity loss in affiliates		(329	)		—			329		—
Total revenues		4,594			8,041			329		12,964
Expenses:
Property-level operating expenses		—			1,061			—		1,061
General, administrative and professional fees		437			574			—		1,011
Restricted stock amortization		21			29			—		50
Depreciation		1,743			2,375			—		4,118
Interest		549			3,872			—		4,421
Intercompany interest		(10	)		459			—		449
Total expenses		2,740			8,370			—		11,110
Net income (loss)	$	1,854		$	(329	)	$	329	$	1,854

30

CONDENSED CONSOLIDATING STATEMENT OF INCOME

For the period from February 5, 2004 through September 30, 2004

(in thousands)	ETOP and ETOP Subsidiary Guarantors			ETOP Non-Guarantor Subsidiaries			Consolidated Elimination		Consolidated
Revenues:
Rental income	$	4,314		$	7,062		$	—	$	11,376
Equity loss in affiliates		(230	)		—			230		—
Interest and other income		55			28			—		83
Total revenues		4,139			7,090			230		11,459
Expenses:
Property-level operating expenses		—			828			—		828
General, administrative and professional fees		430			475			—		905
Restricted stock amortization		22			31			—		53
Depreciation		1,541			2,105			—		3,646
Interest		646			3,504			—		4,150
Intercompany interest		(119	)		377			—		258
Total expenses		2,520			7,320			—		9,840
Net income (loss)	$	1,619		$	(230	)	$	230	$	1,619

31

PREDECESSOR COMPANY CONDENSED CONSOLIDATING STATEMENT OF INCOME

For the period from January 1, 2004 through February 4, 2004

(in thousands)	ETOP and ETOP Subsidiary Guarantors		ETOP Non-Guarantor Subsidiaries		Consolidated Elimination			Consolidated
Revenues:
Rental income	$	507	$	1,005	$	—		$	1,512
Interest and other income		113		10		(63	)		60
Equity earnings in affiliates		66		—		(66	)		—
Total revenues		686		1,015		(129	)		1,572
Expenses:
Property-level operating expenses		—		101		—			101
General, administrative and professional fees		182		18		—			200
Depreciation		192		295		—			487
Interest		40		509		—			549
Intercompany interest		37		26		(63	)		—
Loss on sale of fixed assets		10		—		—			10
Loss on extinguishment of debt		8		—		—			8
Total expenses		469		949		(63	)		1,355
Income before discontinued operations		217		66		(66	)		217
Discontinued operations		414		—		—			414
Net income	$	631	$	66	$	(66	)	$	631

32

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

For the nine months ended September 30, 2005

(in thousands)	ETOP and ETOP Subsidiary Guarantors			ETOP Non-Guarantor Subsidiaries			Consolidated Elimination		Consolidated
Net cash provided by operating activities	$	5,783		$	466		$	—	$	6,249
Net cash used in investing activities		—			(13	)		—		(13	)
Cash flows from financing activities:
Repayment of debt		(9,239	)		(958	)		—		(10,197	)
Cash distribution from (to) partner		3,419			(342	)		—		3,077
Net cash used in financing activities		(5,820	)		(1,300	)		—		(7,120	)
Net decrease in cash and cash equivalents		(37	)		(847	)		—		(884	)
Cash and cash equivalents at beginning of period		37			1,173			—		1,210
Cash and cash equivalents at end of period	$	—		$	326		$	—	$	326

33

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

For the period from February 5, 2004 through September 30, 2004

(in thousands)	ETOP and ETOP Subsidiary Guarantors			ETOP Non-Guarantor Subsidiaries			Consolidated Elimination		Consolidated
Net cash provided by operating activities	$	3,157		$	1,617		$	—	$	4,774
Net cash used in investing activities		—			(37	)		—		(37	)
Cash flows from financing activities:
Repayment of debt		(3,667	)		(698	)		—		(4,365	)
Proceeds from issuance of note payable to affiliate		7,500			—			—		7,500
Cash distribution to partner		(34,109	)		(1,067	)		—		(35,176	)
Net cash used in financing activities		(30,276	)		(1,765	)		—		(32,041	)
Net decrease in cash and cash equivalents		(27,119	)		(185	)		—		(27,304	)
Cash and cash equivalents at beginning of period		27,152			868			—		28,020
Cash and cash equivalents at end of period	$	33		$	683		$	—	$	716

34

PREDECESSOR COMPANY CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

For the period from January 1, 2004 through February 4, 2004

(in thousands)	ETOP and ETOP Subsidiary Guarantors			ETOP Non-Guarantor Subsidiaries			Consolidated Elimination		Consolidated
Net cash provided by operating activities	$	820		$	260		$	—	$	1,080
Net cash provided by investing activities		2,806			—			—		2,806
Cash flows from financing activities:
Cash distribution to unitholders		(1,293	)		—			—		(1,293	)
Payments on mortgages payable		(30	)		(212	)		—		(242	)
Net cash used in financing activities		(1,323	)		(212	)		—		(1,535	)
Net increase in cash and cash equivalents		2,303			48			—		2,351
Cash and cash equivalents at beginning of period		24,848			821			—		25,669
Cash and cash equivalents at end of period	$	27,151		$	869		$	—	$	28,020

35

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Cautionary Statements

Unless otherwise indicated or the content otherwise requires, the terms “we,” “us” and “our” and other similar terms in this Quarterly Report on Form 10-Q refer to Ventas, Inc. and its consolidated subsidiaries.

Forward-Looking Statements

This Quarterly Report on Form 10-Q includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). All statements regarding our expected future financial position, results of operations, cash flows, funds from operations, dividends and dividend plans, financing plans, business strategy, budgets, projected costs, capital expenditures, competitive positions, growth opportunities, expected lease income, continued qualification as a real estate investment trust (“REIT”), plans and objectives of management for future operations and statements that include words such as “anticipate,” “if”, “believe,” “plan,” “estimate,” “expect,” “intend,” “may,” “could,” “should,” “will” and other similar expressions are forward-looking statements. Such forward-looking statements are inherently uncertain, and security holders must recognize that actual results may differ from our expectations. We do not undertake a duty to update such forward-looking statements.

Our actual future results and trends may differ materially depending on a variety of factors discussed in our filings with the Securities and Exchange Commission (the “Commission”). Factors that may affect our plans or results include without limitation: (a) the ability and willingness of our operators, tenants, borrowers and other third parties to meet and/or perform the obligations under their various contractual arrangements with us; (b) the ability and willingness of Kindred Healthcare, Inc. (together with its subsidiaries, “Kindred”), Brookdale Living Communities, Inc. (together with its subsidiaries, “Brookdale”) and Alterra Healthcare Corporation (together with its subsidiaries, “Alterra”) to meet and/or perform their obligations to indemnify, defend and hold us harmless from and against various claims, litigation and liabilities under our respective contractual arrangements with Kindred, Brookdale and Alterra; (c) the ability of our operators, tenants and borrowers to maintain the financial strength and liquidity necessary to satisfy their respective obligations and liabilities, including without limitation, their existing credit facilities; (d) our success in implementing our business strategy and our ability to identify, underwrite, finance, consummate and integrate diversifying acquisitions or investments; (e) the nature and extent of future competition; (f) the extent of future healthcare reform and regulation, including cost containment measures and changes in reimbursement policies, procedures and rates; (g) increases in our cost of borrowing; (h) the ability of our operators to deliver high quality care and to attract patients; (i) the results of litigation affecting us; (j) changes in general economic conditions and/or economic conditions in the markets in which we may, from time to time, compete; (k) our ability to pay down, refinance, restructure, and/or extend our indebtedness as it becomes due; (l) the movement of interest rates and the resulting impact on the value of and the accounting for our interest rate swap agreement; (m) our ability and willingness to maintain our qualification as a REIT due to economic, market, legal, tax or other considerations; (n) final determination of our taxable net income for the year ending December 31, 2005; (o) the ability and willingness of our tenants to renew their leases with us upon expiration of the leases and our ability to relet our properties on the same or better terms in the event such leases expire and are not renewed by the existing tenants; (p) risks associated with our acquisition of Provident Senior Living Trust (“Provident”), including our ability to timely and fully realize expected revenues and cost savings from the merger; (q) the impact on the liquidity, financial condition and results of operations of our operators resulting from increased operating costs and uninsured liabilities for professional liability claims, and the ability of our operators to accurately estimate the magnitude of such liabilities; and (r) the value of our rental reset right with Kindred, which is dependent on a variety of factors and is highly speculative. Many of these factors are beyond our control and the control of our management.

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Kindred Information

Kindred is subject to the reporting requirements of the Commission and is required to file with the Commission annual reports containing audited financial information and quarterly reports containing unaudited financial information. The information related to Kindred contained in this Quarterly Report on Form 10-Q is derived from filings made with the Commission or other publicly available information, or has been provided to us by Kindred. We have not verified this information either through an independent investigation or otherwise. We have no reason to believe that such information is inaccurate in any material respect, but we cannot assure you that all of this information is accurate. Kindred’s filings with the Commission can be found at the Commission’s website at www.sec.gov. We are providing this data for informational purposes only, and you are encouraged to obtain Kindred’s publicly available filings from the Commission.

Brookdale Information

On August 10, 2005, Brookdale Senior Living Inc. (together with its affiliates, “Brookdale Senior Living”), a holding company formed in June 2005 for the purpose of combining the operations of Brookdale and Alterra, filed with the Commission a registration statement on Form S-1 relating to the initial public offering of its common stock. The registration statement, as amended, contains combined financial and other information of Brookdale and Alterra and can be found on the Commission’s website at www.sec.gov. If it completes its initial public offering, Brookdale Senior Living will become subject to the reporting requirements of the Commission. The information related to Brookdale Senior Living contained in this Quarterly Report on Form 10-Q is derived from filings made with the Commission or other publicly available information or has been provided to us by Brookdale Senior Living. We have not verified this information through an independent investigation or otherwise. We have no reason to believe that such information is inaccurate in any material respect, but we cannot assure you that all such information is accurate. We are providing this data for informational purposes only, and you are encouraged to obtain Brookdale Senior Living’s publicly available filings from the Commission.

Background Information

We are a healthcare REIT with a geographically diverse portfolio of healthcare and seniors housing facilities. As of September 30, 2005, this portfolio consisted of 200 skilled nursing facilities, 41 hospitals and 139 seniors housing and other facilities in 42 states. Except with respect to our medical office buildings, we lease these facilities to healthcare operating companies under “triple-net” or “absolute net” leases. Kindred leased 225 of our facilities as of September 30, 2005. We also had real estate loan investments relating to 33 healthcare and seniors housing facilities as of September 30, 2005.

We conduct substantially all of our business through a wholly owned operating partnership, Ventas Realty, Limited Partnership (“Ventas Realty”), a wholly owned limited liability company, Ventas Finance I, LLC (“Ventas Finance”), a wholly owned limited partnership, PSLT OP, L.P., and ElderTrust Operating Limited Partnership (“ETOP”), a limited partnership in which we own substantially all of the partnership units. Our primary business consists of financing, owning and leasing healthcare-related and seniors housing facilities and leasing or subleasing such facilities to third parties.

Our business strategy is comprised of two primary objectives: diversifying our portfolio of properties and increasing our earnings. We intend to continue to diversify our real estate portfolio by operator, facility type and reimbursement source. We intend to invest in or acquire additional healthcare-related and/or seniors housing assets across a wide spectrum.

As of September 30, 2005, approximately 33.8% and 35.4% of our properties, based on their original cost, were operated by Kindred and Brookdale, respectively. Approximately 63.2% of our total revenues for the nine months ended September 30, 2005 was derived from our master lease agreements with Kindred (the “Kindred Master Leases”).

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Recent Developments Regarding Litigation

We have agreed to settle the action entitled Ventas, Inc. v. Sullivan & Cromwell, Case No. 02-5232, filed by us as plaintiffs in the Superior Court of the District of Columbia. Under the settlement, a payment of $25.5 million will be made to us on behalf of Sullivan & Cromwell in the fourth quarter of 2005. After payment of expenses for this action, including the contingent fee for our outside legal counsel, Myron Cherry & Associates LLC, Chicago, Illinois, we expect to net approximately $16.0 million from the settlement. We expect to use the settlement proceeds to establish a charitable foundation, repay debt and for other corporate purposes.

Recent Developments Regarding Acquisitions

Provident

On June 7, 2005, we completed the acquisition of Provident (the “Provident Acquisition”) in a transaction valued at approximately $1.2 billion. Provident was formed as a Maryland real estate investment trust in March 2004 and owned senior living properties located in the United States. Pursuant to the Provident Acquisition, we acquired 68 independent or assisted living facilities in 19 states comprised of approximately 6,819 residential living units all of which are leased to affiliates of Brookdale and Alterra pursuant to triple-net leases with renewal options. As of September 30, 2005, the aggregate annualized contractual cash rent expected from the Provident properties was approximately $83.3 million.

We funded the cash portion of the purchase price for the Provident Acquisition, which was approximately $231.0 million, and repaid all outstanding borrowings under Provident’s credit facility at closing from a combination of net proceeds from the sale of $350 million aggregate principal amount of senior notes, comprised of $175 million aggregate principal amount of 6 3/4% Senior Notes due 2010 (the “2010 Senior Notes”) and $175 million aggregate principal amount of 71/8% Senior Notes due 2015 (the “2015 Senior Notes”), issued by Ventas Realty and a wholly owned subsidiary, Ventas Capital Corporation (“Ventas Capital” and, together with Ventas Realty, the “Issuers”), and borrowings under our revolving credit facility. Additionally, we issued approximately 15.0 million shares of common stock and share equivalents to Provident equity holders as part of the purchase price for the Provident Acquisition. We also assumed approximately $459.4 million of property-level mortgage debt.

As a result of the Provident Acquisition, Brookdale became a significant source of our total revenues. Approximately 24.4% of our total revenues for the three months ended September 30, 2005 was derived from our lease agreements with Brookdale. In September 2005, Brookdale was combined, through a series of mergers, with Alterra under a new holding company, Brookdale Senior Living. As a result of this combination, Brookdale Senior Living is expected to account for a greater portion of our total revenues in future periods. For the three months ended September 30, 2005, revenues derived from Brookdale and Alterra were approximately 31.6% of our total revenues.

Also as a result of the Provident Acquisition, we assumed substantially all of Provident’s liabilities, including those that Provident may have succeeded to when it acquired the ownership interests in certain Brookdale-related and Alterra-related entities in 2004. See “Note 10–Commitments and Contingencies” of the Notes to Condensed Consolidated Financial Statements.

In addition, we may be subject to built-in gains tax as a result of Provident’s acquisition of certain Brookdale entities. Since Provident acquired some of its facilities by purchasing the stock of the applicable Brookdale entity and that entity was a C corporation, the difference between the fair market value on the acquisition date and the federal tax basis is considered a built-in gain. If we dispose of any of those facilities and recognize gain on the disposition during the 10-year period following October 2004, then we will generally be subject to regular corporate income tax on the gain equal to the lower of (i) the recognized gain at the time of disposition or (ii) the built-in gain in that asset as of October 2004.

Subject to certain limitations and restrictions, if during the first six years of the initial term of the Brookdale leases we, either voluntarily or at the request of Brookdale, obtain new mortgage debt or refinance existing mortgage debt on property covered by a Brookdale lease, then we may be required to pay to Brookdale the net proceeds from any such mortgage debt financing or refinancing. Subject to certain limitations and conditions, Brookdale may request that we obtain new mortgage debt or refinance existing mortgage debt on the property covered by the Brookdale leases and we have agreed to use commercially reasonable efforts to pursue any such financing or refinancing from the holder of the then existing

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mortgage debt on the applicable Brookdale property. In connection with any such financing or refinancing, the rent for the applicable Brookdale property will be increased using a recomputed lease basis increased by an amount equal to the net financed proceeds paid to Brookdale plus any fees, penalties, premiums or other costs related to such financing or refinancing. In addition, if the monthly debt service on any financed or refinanced proceeds paid to Brookdale exceeds the rent increase attributable to those financed or refinanced proceeds, then Brookdale is required to pay the excess. In addition, under certain circumstances, Brookdale will also be required to pay additional amounts relating to increases in debt service and other costs relating to any such financing or refinancing.

Other Acquisitions

During the nine months ended September 30, 2005, we acquired 22 seniors housing facilities, an adjacent parcel of land and one hospital for an aggregate purchase price of $258.0 million. The seniors housing facilities and the hospital are leased under triple-net leases, each having initial terms ranging from 10 to 15 years and initially providing aggregate, annual cash base rent of approximately $22.3 million, subject to escalation as provided in the leases.

Additionally, during the nine months ended September 30, 2005, we acquired three medical office buildings for an aggregate purchase price of $13.0 million in two separate transactions. These buildings are leased to various tenants under leases having various remaining terms and initially providing aggregate, annual cash base rent of approximately $1.7 million, subject to escalation as provided in the leases. We have engaged managers to manage the operations at the medical office buildings.

Subsequent to September 30, 2005, we acquired an independent and assisted living facility for an aggregate purchase price of $19.5 million. This facility is leased under a triple-net lease, having an initial term of 10 years and initially providing aggregate, annual cash base rent of approximately $1.6 million, subject to escalation as provided in the lease.

Recent Developments Regarding Government Regulation

Medicare Reimbursement; Long-Term Acute Care Hospitals

On February 3, 2005, the Centers for Medicare & Medicaid Services (“CMS”) published a proposed rule to update payment rates for the 2006 rate year (July 1, 2005 through June 30, 2006) under the prospective payment system for long-term acute care hospitals (“LTAC PPS”). The final rule updating 2006 payment rates under LTAC PPS was published by CMS on May 6, 2005. In the final rule, CMS, among other things, increased the inflationary rate from 3.1% under the proposed rule to 3.4% and eliminated the budget neutrality adjustment. CMS estimates that the combined effect of these changes will increase rate year 2006 Medicare revenues for long-term acute care hospitals by approximately 5.3%.

On May 4, 2005, CMS published a proposed rule to update the categorization system for each defined patient category (called “Long Term Care—Diagnosis Related Groups” or “LTC-DRGs”) for the LTAC PPS for the 2006 federal fiscal year (October 1, 2005 through September 30, 2006). The final rule updating fiscal year 2006 LTC-DRGs was published by CMS on August 12, 2005. In the final rule, CMS, among other things, revised the relative weights for each LTC-DRG used to estimate the resource needs of patients classified in each LTC-DRG and revised the minimum average length of stay requirements for each LTC-DRG necessary to receive full payment under the system. CMS estimates that the combined effect of these changes will decrease fiscal year 2006 Medicare revenues for long-term acute care hospitals by approximately 4.2%.

We are currently analyzing these rules and at this time we cannot predict what impact they will have on the liquidity or profitability of the operators of our long-term acute care hospitals.

Medicare Reimbursement; Skilled Nursing Facilities

On May 19, 2005, CMS published a proposed rule to update the prospective payment system for skilled nursing facilities (“SNF PPS”). The final rule updating SNF PPS was published by CMS on August 4, 2005. Under the final rule, CMS, among other things, refined the resource utilization groups (“RUGs”) by adding nine new payment categories which determine the daily payments for Medicare beneficiaries in skilled nursing facilities (the “RUGs Refinement”). The result of this refinement was to eliminate the temporary “add-on” payments that Congress enacted as part of the Balanced Budget

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Refinement Act of 1999. CMS also increased the case mix index for all of the RUGs categories. The increase in the index is equal to about half of the value of the temporary “add-on” payment that ends with the refinement of the current system. CMS estimates that the increase in payments along with the RUGs Refinement, together with an annual inflation increase of 3.1%, will result in a small overall increase in skilled nursing facility Medicare payments in fiscal year 2006. The RUGs Refinement under the final rule will be implemented on January 1, 2006, and the market basket increase was implemented on October 1, 2005.

We are currently analyzing this rule and at this time we cannot predict what impact it will have on the liquidity or profitability of the operators of our skilled nursing facilities.

Critical Accounting Policies and Estimates

Our Condensed Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”), which requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and the related disclosures. We believe that the following critical accounting policies, among others, affect our more significant estimates used in the preparation of our financial statements.

Long-Lived Assets

Investments in real estate properties are recorded at cost. We account for acquisitions using the purchase method. The cost of the properties acquired is allocated among tangible land, buildings and equipment and recognized intangibles based upon estimated fair values in accordance with the provisions of Statement of Financial Accounting Standards (“SFAS”) No. 141, “Business Combinations.” We estimate fair values of the components of assets acquired as of the acquisition date or engage a third party appraiser as necessary. Recognized intangibles, if any, include the value of acquired lease contracts and related customer relationships.

Our method for determining fair value varies with the categorization of the asset acquired. We estimate the fair value of buildings on an as-if-vacant basis, and amortize the building value over the estimated remaining life of the building. We determine the allocated value of other fixed assets based upon the replacement cost and amortize such value over their estimated remaining useful lives. We determine the value of land either based on real estate tax assessed values in relation to the total value of the asset, internal analyses of recently acquired and existing comparable properties within our portfolio or third party appraisals. The fair value of in-place leases, if any, reflects (i) above and below market leases, if any, determined by discounting the difference between the estimated current market rent and the in-place rentals, the resulting intangible asset of which is amortized to rental revenue over the remaining life of the associated lease plus any fixed rate renewal periods, if applicable, (ii) the estimated value of the cost to obtain tenants, including tenant allowances, tenant improvements and leasing commissions, which is amortized over the remaining life of the associated lease, and (iii) an estimated value of the absorption period to reflect the value of the rents and recovery costs foregone during a reasonable lease-up period, as if the acquired space was vacant, which is amortized over the remaining life of the associated lease. We also estimate the value of tenant or other customer relationships acquired by considering the nature and extent of existing business relationships with the tenant, growth prospects for developing new business with such tenant, such tenant’s credit quality, expectations of lease renewals with such tenant, and the potential for significant, additional future leasing arrangements with such tenant. We amortize such value, if any, over the expected term of the associated arrangements or leases, which would include the remaining lives of the related leases and any expected renewal periods.

Impairment of Long-Lived Assets

We periodically evaluate our long-lived assets, primarily consisting of our investments in real estate, for impairment indicators. If indicators of impairment are present, we evaluate the carrying value of the related real estate investments in relation to the future undiscounted cash flows of the underlying operations and adjust the net book value of leased properties and other long-lived assets to fair value if the sum of the expected future cash flow or sales proceeds is less than book value. An impairment loss is recognized at the time we make any such adjustment. Future events could occur which would cause us to conclude that impairment indicators exist and an impairment loss is warranted.

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Revenue Recognition

Certain of our leases, excluding the Kindred Master Leases, provide for periodic and determinable increases in base rent. Base rental revenues under these leases are recognized on a straight-line basis over the term of the applicable lease. Certain of our other leases, including the Kindred Master Leases, provide for an annual increase in rental payments only if certain revenue parameters or other contingencies are met. We recognize the increased rental revenue under these leases only if the revenue parameters or other contingencies are met rather than on a straight-line basis over the term of the applicable lease. We recognize income from rent, lease termination fees and other income once all of the following criteria are met in accordance with the Commission’s Staff Accounting Bulletin 104: (i) the agreement has been fully executed and delivered; (ii) services have been rendered; (iii) the amount is fixed or determinable; and (iv) the collectibility is reasonably assured.

Legal Contingencies

We are involved in litigation as described in “Note 9—Litigation” of the Notes to Condensed Consolidated Financial Statements. We evaluate such matters by (i) ascertaining the probability that such litigation could result in a loss for us and (ii) determining an estimate of any possible loss. In accordance with SFAS No. 5, “Accounting for Contingencies,” we accrue for any probable losses that are estimable and disclose any loss contingencies that are possible. If management’s assessment of our liability with respect to these actions is incorrect, such matters could have a material adverse effect on us.

Fair Value of Derivative Instruments

The valuation of derivative instruments requires us to make estimates and judgments that affect the fair value of the instruments. Fair values for our derivatives are verified with a third party consultant, which utilizes pricing models that consider forward yield curves and discount rates. Such amounts and the recognition of such amounts in the financial statements are subject to significant estimates which may change in the future.

Certain Information Regarding ElderTrust Operating Limited Partnership

Not later than the deadline prescribed by the Exchange Act, we will cause ETOP to file a Quarterly Report on Form 10-Q for the quarter ended September 30, 2005. Such Quarterly Report, upon filing, shall be deemed incorporated by reference in this Quarterly Report on Form 10-Q.

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Results of Operations

Three Months Ended September 30, 2005 and 2004

The table below shows our results of operations for the three months ended September 30, 2005 and 2004 and the absolute and percentage change in those results from period to period.

					Change
	2005		2004		$			%
	(dollars in thousands)
Revenues:
Rental income	$	93,771	$	60,310	$	33,461		55	%
Interest income from loans receivable		1,573		763		810		106
Interest and other income		791		189		602		319
Total revenues		96,135		61,262		34,873		57
Expenses:
Property-level operating expenses		677		372		305		82
General, administrative and professional fees		6,109		4,047		2,062		51
Restricted stock amortization		471		321		150		47
Depreciation		27,740		13,204		14,536		110
Interest		32,417		16,848		15,569		92
Loss on extinguishment of debt		—		1,370		(1,370	)	(100	)
Total expenses		67,414		36,162		31,252		86
Income before discontinued operations		28,721		25,100		3,621		14
Discontinued operations		—		197		(197	)	(100	)
Net income	$	28,721	$	25,297	$	3,424		14	%

Revenues

The increase in our third quarter 2005 rental income over the same period in 2004 reflects (i) a $26.2 million increase resulting from the Provident Acquisition, (ii) a $1.7 million increase resulting from the 3.5% annual increase in the rent paid under Kindred Master Leases effective May 1, 2005, and (iii) substantially all of the remainder in additional rent relating to the properties acquired during the nine months ended September 30, 2005 and the period from July 1 to December 31, 2004. See “Note 4—Acquisitions” of the Notes to Condensed Consolidated Financial Statements.

The increase in interest income from loans receivable is primarily due to loans made or acquired by us during the nine months ended September 30, 2005. See “Note 6—Loans Receivable, Net” of the Notes to Condensed Consolidated Financial Statements.

Expenses

The increase in our third quarter 2005 property-level operating expenses is attributable to our acquisition of additional medical office buildings during the nine months ended September 30, 2005 and the period from July 1 to December 31, 2004.

The increase in general, administrative and professional fees is primarily attributable to costs associated with the growth in our portfolio, expenses related to the discovery phase of our lawsuit against Sullivan & Cromwell (see “Note 9—Litigation-Other Litigation” of the Notes to Condensed Consolidated Financial Statements) and costs associated with our initiative to develop and market our strategic diversification program, engage in comprehensive asset management, and attract and retain appropriate personnel to achieve our business objectives.

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Depreciation expense increased primarily due to the properties acquired during the nine months ended September 30, 2005 and the period from July 1 to December 31, 2004. See “Note 4—Acquisitions” of the Notes to Condensed Consolidated Financial Statements.

The increase in interest expense was primarily attributable to an $18.3 million increase from increased debt to fund acquisitions made during the nine months ended September 30, 2005 and the period from July 1 to December 31, 2004, partially offset by a $2.8 million decrease from lower effective interest rates. Our effective interest rate decreased to 7.5% for the three months ended September 30, 2005, from 8.1% for the three months ended September 30, 2004.

Nine Months Ended September 30, 2005 and 2004

The table below shows our results of operations for the nine months ended September 30, 2005 and 2004 and the absolute and percentage change in those results from period to period.

						Change
	2005			2004		$			%
	(dollars in thousands)
Revenues:
Rental income	$	229,052		$	171,584	$	57,468		33	%
Interest income from loans receivable		3,717			2,274		1,443		63
Interest and other income		2,523			772		1,751		227
Total revenues		235,292			174,630		60,662		35
Expenses:
Property-level operating expenses		1,870			869		1,001		115
General, administrative and professional fees		16,682			12,801		3,881		30
Restricted stock amortization		1,397			871		526		60
Depreciation		59,291			36,096		23,195		64
Interest		72,515			48,968		23,547		48
Loss on extinguishment of debt		—			1,370		(1,370	)	(100	)
Total expenses		151,755			100,975		50,780		50
Income before net loss on real estate disposals and discontinued operations		83,537			73,655		9,882		13
Net loss on real estate disposals		(175	)		—		(175	)	nm
Income before discontinued operations		83,362			73,655		9,707		13
Discontinued operations		—			571		(571	)	(100	)
Net income	$	83,362		$	74,226	$	9,136		12	%

nm = not meaningful

Revenues

The increase in our first nine months 2005 rental income over the same period in 2004 reflects (i) a $33.1 million increase resulting from the Provident Acquisition, (ii) a $5.0 million increase resulting from the 3.5% annual increase in the rent paid under Kindred Master Leases effective May 1, 2005 and 2004, and (iii) the recognition of $19.2 million in additional rent relating to the properties acquired during the nine months ended September 30, 2005 and the year ended December 31, 2004. See “Note 4—Acquisitions” of the Notes to Condensed Consolidated Financial Statements.

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The increase in interest income from loans receivable is primarily due to loans made or acquired by us during the nine months ended September 30, 2005. See “Note 6—Loans Receivable, Net” of the Notes to Condensed Consolidated Financial Statements.

Expenses

The increase in our first nine months 2005 property-level operating expenses is attributable to our acquisition of additional medical office buildings during the nine months ended September 30, 2005 and the year ended December 31, 2004.

The increase in general, administrative and professional fees is primarily attributable to costs associated with growth in our portfolio, expenses related to the discovery phase of our lawsuit against Sullivan & Cromwell (see “Note 9—Litigation-Other Litigation” of the Notes to Condensed Consolidated Financial Statements) and costs associated with our initiative to develop and market our strategic diversification program, engage in comprehensive asset management, and attract and retain appropriate personnel to achieve our business objectives.

Depreciation expense increased primarily due to the properties acquired during the nine months ended September 30, 2005 and the year ended December 31, 2004. See “Note 4—Acquisitions” of the Notes to Condensed Consolidated Financial Statements.

The increase in interest expense was primarily attributable to a $29.5 million increase from increased debt to fund acquisitions made during the nine months ended September 30, 2005 and the year ended December 31, 2004, partially offset by a $6.5 million decrease from lower effective interest rates. Our effective interest rate decreased to 7.7% for the nine months ended September 30, 2005 from 8.4% for the nine months ended September 30, 2004.

Funds from Operations

Our funds from operations (“FFO”) for the three and nine months ended September 30, 2005 and 2004 are summarized in the following table (in thousands):

	For the Three Months Ended September 30,				For the Nine Months Ended September 30,
	2005		2004		2005		2004
Net income	$	28,721	$	25,297	$	83,362	$	74,226
Adjustments:
Depreciation on real estate assets		27,622		13,102		58,987		35,815
Net loss on real estate disposals		—		—		175		—
Other items:
Discontinued operations
Real estate depreciation – discontinued		—		51		—		153
Funds from operations	$	56,343	$	38,450	$	142,524	$	110,194

Historical cost accounting for real estate assets implicitly assumes that the value of real estate assets diminishes predictably over time. Since real estate values instead have historically risen or fallen with market conditions, many industry investors have considered presentations of operating results for real estate companies that use historical cost accounting to be insufficient by themselves. To overcome this problem, we consider FFO an appropriate measure of performance of an equity REIT, and we use the National Association of Real Estate Investment Trusts (“NAREIT”) definition of FFO. NAREIT defines FFO as net income (computed in accordance with GAAP), excluding gains (or losses) from sales of real estate property, plus real estate depreciation and amortization, and after adjustments for unconsolidated partnerships and joint ventures.

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FFO presented herein is not necessarily comparable to FFO presented by other real estate companies due to the fact that not all real estate companies use the same definition. FFO should not be considered as an alternative to net income (determined in accordance with GAAP), as an indicator of our financial performance or as an alternative to cash flow from operating activities (determined in accordance with GAAP), as a measure of our liquidity, nor is FFO necessarily indicative of sufficient cash flow to fund all of our needs. We believe that in order to facilitate a clear understanding of our consolidated historical operating results, FFO should be examined in conjunction with net income as presented in the Condensed Consolidated Financial Statements and data included elsewhere in this Quarterly Report on Form 10-Q.

Liquidity and Capital Resources

During the nine months ended September 30, 2005, our principal sources of liquidity were cash flows from operations, proceeds from debt and equity issuances and borrowings under our revolving credit facility. We anticipate that cash flows from operations over the next twelve months will be adequate to fund our business operations, dividends to stockholders and debt amortization. Capital requirements for acquisitions may require funding from borrowings, assumption of debt from the seller, issuance of secured or unsecured long-term debt or other securities or equity offerings.

We intend to continue to fund future investments through cash flows from operations, borrowings under our revolving credit facility, assumption of indebtedness, disposition of assets and issuance of secured or unsecured long-term debt or other securities. As of September 30, 2005, we had cash and cash equivalents of $5.8 million, escrow deposits and restricted cash of $56.4 million and unused credit availability of $203.4 million under our revolving credit facility.

Cash Flows from Operating Activities

Cash flows from operating activities were $171.6 million and $124.6 million for the nine months ended September 30, 2005 and 2004, respectively. The increase primarily resulted from FFO that was higher for the nine months ended September 30, 2005 as a result of our investment activity and favorable changes in operating assets and liabilities at September 30, 2005.

Cash Flows from Investing Activities

Cash flows used in investing activities were $618.3 million and $280.1 million for the nine months ended September 30, 2005 and 2004, respectively. These activities consisted primarily of our investments in real estate and mortgage loans during the nine months ended September 30, 2005 and 2004.

Cash Flows from Financing Activities

Cash flows provided by financing activities for the nine months ended September 30, 2005 totaled $449.1 million and consisted primarily of proceeds from new debt issuances of $400.0 million, proceeds from issuances of common stock of $106.6 million and net borrowings on our revolving credit facility of $56.9 million, partially offset by $88.6 million of cash dividend payments to stockholders and repayment of debt of $19.2 million. Net cash provided by financing activities for the nine months ended September 30, 2004 totaled $77.2 million and included net borrowings of $173.5 million under our revolving credit facility and $75.8 million of proceeds from the issuance of common stock, partially offset by $103.5 million of cash dividend payments and repayment of debt of $65.9 million.

During the nine months ended September 30, 2005 and 2004, we received $4.7 million and $16.9 million in proceeds from the exercise of approximately 0.4 million and 1.2 million stock options, respectively. During the nine months ended September 30, 2005 and 2004, approximately 181,000 and 327,000 shares of common stock have been purchased under our Distribution Reinvestment and Stock Purchase Plan for approximately $4.9 million and $7.8 million, respectively. Beginning in March 2005, we began offering a 1% discount on the purchase price of our stock to stockholders who reinvest their dividends and/or make optional cash purchases of common stock through the plan. During 2004, we offered a 2% discount. Each month or quarter, as applicable, we may increase, reduce or eliminate the discount without prior notice, thereby affecting the future proceeds that we receive from this plan.

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Except for our medical office buildings, capital expenditures to maintain and improve the leased properties generally will be incurred by our tenants. Accordingly, we do not believe that we will incur any major expenditures in connection with these leased properties. After the terms of the leases expire, or in the event that the tenants are unable or unwilling to meet their obligations under the leases, we anticipate that any expenditures relating to the maintenance of leased properties for which we may become responsible will be funded by cash flows from operations or through additional borrowings. To the extent that unanticipated expenditures or significant borrowings are required, our liquidity may be adversely affected. Our ability to borrow funds may be restricted in certain circumstances by the terms of the agreement governing our revolving credit facility and the indentures governing our senior notes.

Senior Notes Offerings

On June 7, 2005, we completed the offering of $350 million aggregate principal amount of senior notes, comprised of $175 million aggregate principal amount of the 2010 Senior Notes and $175 million aggregate principal amount of the 2015 Senior Notes issued by the Issuers. The 2010 Senior Notes and the 2015 Senior Notes mature on June 1, 2010 and 2015, respectively. We used the net proceeds from the sale of these notes, together with borrowings under our revolving credit facility, to pay the approximately $231.0 million cash portion of the purchase price for the Provident Acquisition, to repay outstanding indebtedness under Provident’s credit facility and to pay our fees and expenses related to the Provident Acquisition.

On June 14, 2005, we completed the offering of $50 million aggregate principal amount of 6 5/8% Senior Notes due 2014 (the “2014 Senior Notes”) of the Issuers, which was in addition to the $125 million aggregate principal amount of the 2014 Senior Notes, originally issued in October 2004. The $50 million principal amount of the 2014 Senior Notes was issued at a 1% discount to par value. The $50 million aggregate principal amount and the $125 million aggregate principal amount of the 2014 Senior Notes are governed by the same indenture. We used the net proceeds from the sale of these notes to repay outstanding indebtedness under our revolving credit facility.

The 2010 Senior Notes, the 2015 Senior Notes and the 2014 Senior Notes are subject to a number of restrictive covenants. See “Note 7–Borrowing Arrangements” of the Notes to Condensed Consolidated Financial Statements.

Pursuant to the registration rights agreements entered into in connection with the 2010 Senior Notes and 2015 Senior Notes offering and the 2014 Senior Notes offering, on October 28, 2005, we completed offers to exchange each series of notes with a new series of notes that are registered under the Securities Act and are otherwise substantially identical to the applicable series of outstanding notes, except that certain transfer restrictions, registration rights and additional interest do not apply to the new notes. We did not receive any proceeds in connection with the exchange offers.

Equity Offering

On July 6, 2005, we sold 3.2 million shares of our common stock in an underwritten public offering under our universal shelf registration statement. We received $97.0 million in net proceeds from the sale, which we used to repay indebtedness under our revolving credit facility. After completion of the offering, approximately $501.0 million of securities remains available for offering under the universal shelf registration statement.

Executive Officer 10b5-1 Plans

Debra A. Cafaro, Chairman, Chief Executive Officer and President of the Company, and T. Richard Riney, Executive Vice President and General Counsel of the Company, have adopted non-discretionary, written trading plans that comply with Rule 10b5-1 of the Commission. Ms. Cafaro’s plan currently covers 114,658 shares of common stock and Mr. Riney’s plan currently covers 20,000 shares of common stock, in each case that are expected to be acquired through the exercise of options previously granted to such officer as a portion of his or her long-term incentive compensation. Both plans are expected to be in effect through December 2005. At October 26, 2005, Ms. Cafaro and Mr. Riney owned approximately 1.3 million shares and 0.4 million shares, respectively, of our common stock and options to purchase our common stock.

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Contractual Obligations

The following table summarizes the effect that minimum debt (which includes principal and interest payments) and other material noncancelable commitments are expected to have on our cash flows in future periods as of September 30, 2005 (in thousands).

	Total		Less than 1 year			1-3 years		3-5 years			More than 5 years
Debt obligations (1) (2)	$	2,534,568	$	389,221	(3)	$	391,913	$	697,227	(4)	$	1,056,207	(5)
Obligations under interest rate swap agreement (2)		6,177		3,963			2,214		—			—
Operating lease obligations		2,870		936			1,240		694			—
Total	$	2,543,615	$	394,120		$	395,367	$	697,921		$	1,056,207

(1) Amounts represent contractual amounts due, including interest.

(2) Interest on variable rate debt and obligations under the interest rate swap were based on forward rates obtained as of September 30, 2005.

(3) Includes a $206.4 million balloon payment due December 2006 on the CMBS Loan.

(4) Includes $174.2 million outstanding principal amount of the 2009 Senior Notes and $175.0 million of the 2010 Senior Notes.

(5) Includes $191.8 million outstanding principal amount of the 2012 Senior Notes, $175.0 million of the 2014 Senior Notes and $175.0 million of the 2015 Senior Notes.

Reset Right

We have a one-time reset right (the “Reset Right”) under each of the Kindred Master Leases, exercisable by notice (the “Reset Notice”), given by us on or after January 20, 2006 and on or before July 19, 2007, under which we may increase the base annual rent to a then fair market rental rate, commencing as early as July 19, 2006, for a total fee of $4.6 million payable by us on a pro-rata basis at the time of exercise under the applicable Kindred Master Lease. We currently intend to give the Reset Notice on January 20, 2006 in the absence of an earlier consensual agreement between us and Kindred regarding the Reset Right. The Reset Right applies to the four original Kindred Master Leases on a lease-by-lease basis. The Reset Rights under subsequent Kindred Master Leases derived from one of the four original Kindred Master Leases can only be exercised in conjunction with the exercise of the Reset Right under the applicable original Kindred Master Lease. If the Reset Right is exercised for any Kindred Master Lease, the annual escalations currently applicable to that particular Kindred Master Lease may be altered, depending on market conditions at the time.

We estimate that, based on information currently available to us, reports of third party experts and current market conditions, if we were currently entitled to, and did, exercise the Reset Right, the base rent under the Kindred Master Leases would increase by at least $35.0 million per year in the aggregate. The Reset Right is highly speculative and its value is dependent on and may be influenced by a variety of factors and market conditions including, without limitation, Medicare and Medicaid rules and regulations, market earnings before interest, income taxes, depreciation, amortization, rent and management fees (EBITDARM) to rent coverage ratios and the terms of the Kindred Master Leases. Changes in one or any combination of these or other factors could have a material impact on the value of the Reset Right. In addition, if we and Kindred do not consensually agree on the Reset Right, the value of the Reset Right determined by the independent appraiser selected under the Kindred Master Leases could differ materially from our estimate. The determination of the value of the Reset Right by the independent appraiser selected under the Kindred Master Leases is final. However, in no event will the base rent under the Kindred Master Leases decrease below the then current base rent payable under the Kindred Master Leases as a result of the Reset Right. There can be no assurances as to the value of the Reset Right or that the value of the Reset Right will not be less than our estimate.

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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The following discussion of our exposure to various market risks contains “forward-looking statements” that involve risks and uncertainties. These projected results have been prepared utilizing certain assumptions considered reasonable in light of information currently available to us. Nevertheless, because of the inherent unpredictability of interest rates as well as other factors, actual results could differ materially from those projected in such forward-looking information.

We receive revenue primarily by leasing our assets under leases that are long-term triple-net leases in which the rental rate is generally fixed with annual escalators, subject to certain limitations. We also earn revenue from loans receivable. Our obligations under our revolving credit facility, the CMBS Loan and certain mortgage loans are floating rate obligations whose interest rate and related monthly interest payments vary with the movement in LIBOR. The general fixed nature of our assets and the variable nature of certain of our obligations create interest rate risk. If interest rates were to rise significantly, our lease and other revenue might not be sufficient to meet our debt obligations. In order to mitigate this risk, on September 28, 2001, we entered into an interest rate swap agreement in the notional amount of $450.0 million to hedge floating rate debt for the period between July 1, 2003 and June 30, 2008 (the “Swap”). The Swap is treated as a cash flow hedge for accounting purposes and is with a highly rated counterparty on which we pay a fixed rate of 5.385% and receive LIBOR from the counterparty. On December 11, 2003, due to our lower expected future variable debt balances, we reduced the notional amount of the Swap for the period from December 11, 2003 through June 29, 2006 from $450.0 million to $330.0 million. There are no collateral requirements under the Swap. The notional amount of the Swap is scheduled to decline from $330.0 million as follows:

Notional Amount		Date
$	300,000,000	June 30, 2006
	150,000,000	June 30, 2007
	—	June 30, 2008

To highlight the sensitivity of the Swap and fixed rate debt to changes in interest rates, the following summary shows the effects of a hypothetical instantaneous change of 100 basis points (BPS) in interest rates as of September 30, 2005 and December 31, 2004 (in thousands):

	As of September 30, 2005						As of December 31, 2004
	Swap			Fixed Rate Debt			Swap			Fixed Rate Debt
Notional amount	$	330,000			N/A		$	330,000			N/A
Book value		N/A		$	(1,385,846	)		N/A		$	(582,251	)
Fair value (a)		(6,177	)		(1,427,350	)		(16,550	)		(635,990	)
Fair value reflecting change in interest rates: (a)
-100 BPS		(12,506	)		(1,501,105	)		(25,489	)		(672,024	)
+100 BPS		(32	)		(1,358,604	)		(7,917	)		(602,641	)

(a) The change in fair value of the Swap was due to a general increase in interest rates. The change in fair value of fixed rate debt was due to the issuance of approximately $400.0 million of fixed rate senior notes and the assumption of approximately $420.5 million of fixed rate debt as a result of our acquisitions closed during the nine months ended September 30, 2005, partially offset by a general increase in interest rates.

N/A    Not applicable.

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We had approximately $425.5 million of variable rate debt outstanding as of September 30, 2005 and approximately $260.9 million of variable rate debt outstanding as of December 31, 2004. The increase in our outstanding variable rate debt from December 31, 2004 is primarily attributable to the funding of acquisitions, including the assumption of variable rate debt. The Swap effectively hedges $330.0 million of our outstanding variable rate debt. Any amounts of variable rate debt in excess of $330.0 million are subject to interest rate changes. However, pursuant to terms of certain leases with one of our tenants, if interest rates increase on certain debt that we have totaling $109.9 million, our tenant is required to pay us additional rent (on a dollar-for-dollar basis) in an amount equal to the increase in interest expense resulting from the increased interest rates. Therefore, the increase in interest expense related to this debt is equally offset by an increase in additional rent due to us from the tenant. As of September 30, 2005, there was minimal cash flow impact from the fluctuation of interest rates on variable rate debt since we effectively hedged nearly all of our variable rate debt. The carrying value of our variable rate debt approximates fair value. The fair value of our fixed rate debt is based on open market trading activity provided by a third party for our senior notes and based on rates offered for similar arrangements for our mortgage indebtedness.

We may engage in additional hedging strategies in the future, depending on management’s analysis of the interest rate environment and the costs and risks of such strategies. Our market risk sensitive instruments are not entered into for trading purposes.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

We have established disclosure controls and procedures to ensure that material information relating to us is timely communicated to the officers who certify our financial reports and to other members of our management and Board of Directors.

Based upon their evaluation as of September 30, 2005, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) are effective to ensure that information required to be disclosed by us in our Exchange Act filings is recorded, processed, summarized and reported within the time periods specified in the Commission’s rules and forms.

Internal Control Over Financial Reporting

During the third quarter of 2005, there were no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) or in other factors that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II—OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

The information contained in “Note 9–Litigation” of the Notes to Condensed Consolidated Financial Statements is incorporated by reference into this Item 1. Except as set forth therein, there has been no material change in the status of the legal proceedings reported in our Annual Report on Form 10-K for the year ended December 31, 2004.

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ITEM 6. EXHIBITS

Exhibits

Exhibit Number	Description of Document	Location of Document
4.1	Supplemental Indenture dated as of September 14, 2005 by and among ET Sub-Woodbridge, L.P., as the Guaranteeing Subsidiary, Ventas Realty, Limited Partnership and Ventas Capital Corporation, as Issuers, the other Guarantors named therein and U.S. Bank National Association, as Trustee, relating to the 8  3/4% Senior Notes due 2009.	Filed herewith.
4.2	Supplemental Indenture dated as of September 14, 2005 by and among ET Sub-Woodbridge, L.P., as the Guaranteeing Subsidiary, Ventas Realty, Limited Partnership and Ventas Capital Corporation, as Issuers, the other Guarantors named therein and U.S. Bank National Association, as Trustee, relating to the 6 3/4% Senior Notes due 2010.	Incorporated by reference to Exhibit 4.3.3 to the Registrant’s Registration Statement on Form S-4 (File No. 333-127262), as amended.
4.3	Supplemental Indenture dated as of September 14, 2005 by and among ET Sub-Woodbridge, L.P., as the Guaranteeing Subsidiary, Ventas Realty, Limited Partnership and Ventas Capital Corporation, as Issuers, the other Guarantors named therein and U.S. Bank National Association, as Trustee, relating to the 9% Senior Notes due 2012.	Filed herewith.
4.4	Supplemental Indenture dated as of September 14, 2005 by and among ET Sub-Woodbridge, L.P., as the Guaranteeing Subsidiary, Ventas Realty, Limited Partnership and Ventas Capital Corporation, as Issuers, the other Guarantors named therein and U.S. Bank National Association, as Trustee, relating to the 6 5/8% Senior Notes due 2014.	Incorporated by reference to Exhibit 4.1.6 to the Registrant’s Registration Statement on Form S-4 (File No. 333-127262), as amended.
4.5	Supplemental Indenture dated as of September 14, 2005 by and among ET Sub-Woodbridge, L.P., as the Guaranteeing Subsidiary, Ventas Realty, Limited Partnership and Ventas Capital Corporation, as Issuers, the other Guarantors named therein and U.S. Bank National Association, as Trustee, relating to the 7 1/8% Senior Notes due 2015.	Incorporated by reference to Exhibit 4.2.3 to the Registrant’s Registration Statement on Form S-4 (File No. 333-127262), as amended.
10.1	Form of Property Lease Agreement with respect to the Brookdale properties.	Incorporated by reference to Exhibit 10.14 to Provident Senior Living Trust’s Registration Statement on Form S-11, File No. 333-120206, as amended.

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10.2	Form of Lease Guaranty with respect to the Brookdale properties.	Incorporated by reference to Exhibit 10.17 to Provident Senior Living Trust’s Registration Statement on Form S-11, File No. 333-120206, as amended.
10.3	Schedule of Agreements Substantially Identical in All Material Respects to the agreements incorporated by reference as Exhibits 10.1 and 10.2 to this Quarterly Report on Form 10-Q, pursuant to Instruction 2 to Item 601 of Regulation S-K.	Filed herewith.
10.4.1	Agreement Regarding Leases dated as of October 19, 2004 by and between Brookdale Provident Properties LLC and PSLT-BLC Properties Holdings, LLC.	Incorporated by reference to Exhibit 10.15 to Provident Senior Living Trust’s Registration Statement on Form S-11, File No. 333-120206, as amended.
10.4.2	Letter Agreement dated March 28, 2005 by and among Brookdale Provident Properties LLC, PSLT-BLC Properties Holdings, LLC and Ventas Provident, LLC (formerly Provident Senior Living Trust) relating to the Agreement Regarding Leases.	Incorporated by reference to Exhibit 10.19 to Provident Senior Living Trust’s Registration Statement on Form S-11, File No. 333-120206, as amended.
10.5	Guaranty of Agreement Regarding Leases dated as of October 19, 2004 by Brookdale Living Communities, Inc. in favor of PSLT-BLC Properties Holdings, LLC.	Incorporated by reference to Exhibit 10.16 to Provident Senior Living Trust’s Registration Statement on Form S-11, File No. 333-120206, as amended.
10.6.1	Tax Matters Agreement dated as of June 18, 2004 by and among Fortress Brookdale Acquisition LLC, BLC Senior Holdings, Inc. and Ventas Provident, LLC (formerly Provident Senior Living Trust).	Incorporated by reference to Exhibit 10.18 to Provident Senior Living Trust’s Registration Statement on Form S-11, File No. 333-120206, as amended.
10.6.2	Letter Agreement dated March 28, 2005 by and among Fortress Brookdale Acquisition LLC, Brookdale Living Communities, Inc. and Ventas Provident, LLC (formerly Provident Senior Living Trust) relating to the Tax Matters Agreement.	Incorporated by reference to Exhibit 10.20 to Provident Senior Living Trust’s Registration Statement on Form S-11, File No. 333-120206, as amended.
10.7.1	Stock Purchase Agreement, dated as of June 18, 2004, among Fortress Brookdale Acquisition LLC, Ventas Provident, LLC (formerly Provident Senior Living Trust) and BLC Senior Holdings, Inc.	Incorporated by reference to Exhibit 10.11 to Provident Senior Living Trust’s Registration Statement on Form S-11, File No. 333-120206, as amended.

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10.7.2	Amendment No. 1 to Stock Purchase Agreement dated as of August 2, 2004 among Fortress Brookdale Acquisition LLC, Ventas Provident, LLC (formerly Provident Senior Living Trust) and BLC Holdings, Inc.	Incorporated by reference to Exhibit 10.12 to Provident Senior Living Trust’s Registration Statement on Form S-11, File No. 333-120206, as amended.
10.7.3	Amendment No. 2 to Stock Purchase Agreement dated as of October 17, 2004 among Fortress Brookdale Acquisition LLC, Ventas Provident, LLC (formerly Provident Senior Living Trust) and BLC Holdings, Inc.	Incorporated by reference to Exhibit 10.13 to Provident Senior Living Trust’s Registration Statement on Form S-11, File No. 333-120206, as amended.
10.8	Amended and Restated Stock Purchase Agreement, dated as of October 19, 2004 between Alterra Healthcare Corporation and Ventas Provident, LLC (formerly Provident Senior Living Trust).	Incorporated by reference to Exhibit 10.21 to Provident Senior Living Trust’s Registration Statement on Form S-11, File No. 333-120206, as amended.
31.1	Certification of Debra A. Cafaro, Chairman, President and Chief Executive Officer, pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as amended.	Filed herewith.
31.2	Certification of Richard A. Schweinhart, Senior Vice President and Chief Financial Officer, pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as amended.	Filed herewith.
32.1	Certification of Debra A. Cafaro, Chairman, President and Chief Executive Officer, pursuant to Rule 13a-14(b) under the Securities Exchange Act of 1934, as amended, and 18 U.S.C. 1350.	Filed herewith.
32.2	Certification of Richard A. Schweinhart, Senior Vice President and Chief Financial Officer, pursuant to Rule 13a-14(b) under the Securities Exchange Act of 1934, as amended, and 18 U.S.C. 1350.	Filed herewith.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: October 28, 2005

VENTAS, INC.
By:	/s/    DEBRA A. CAFARO
	Debra A. Cafaro
	Chairman, President and
	Chief Executive Officer
By:	/s/    RICHARD A. SCHWEINHART
	Richard A. Schweinhart
	Senior Vice President and
	Chief Financial Officer

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Exhibits

Exhibit Number	Description of Document	Location of Document
4.1	Supplemental Indenture dated as of September 14, 2005 by and among ET Sub-Woodbridge, L.P., as the Guaranteeing Subsidiary, Ventas Realty, Limited Partnership and Ventas Capital Corporation, as Issuers, the other Guarantors named therein and U.S. Bank National Association, as Trustee, relating to the 8  3/4% Senior Notes due 2009.	Filed herewith.
4.2	Supplemental Indenture dated as of September 14, 2005 by and among ET Sub-Woodbridge, L.P., as the Guaranteeing Subsidiary, Ventas Realty, Limited Partnership and Ventas Capital Corporation, as Issuers, the other Guarantors named therein and U.S. Bank National Association, as Trustee, relating to the 6 3/4% Senior Notes due 2010.	Incorporated by reference to Exhibit 4.3.3 to the Registrant’s Registration Statement on Form S-4 (File No. 333-127262), as amended.
4.3	Supplemental Indenture dated as of September 14, 2005 by and among ET Sub-Woodbridge, L.P., as the Guaranteeing Subsidiary, Ventas Realty, Limited Partnership and Ventas Capital Corporation, as Issuers, the other Guarantors named therein and U.S. Bank National Association, as Trustee, relating to the 9% Senior Notes due 2012.	Filed herewith.
4.4	Supplemental Indenture dated as of September 14, 2005 by and among ET Sub-Woodbridge, L.P., as the Guaranteeing Subsidiary, Ventas Realty, Limited Partnership and Ventas Capital Corporation, as Issuers, the other Guarantors named therein and U.S. Bank National Association, as Trustee, relating to the 6 5/8% Senior Notes due 2014.	Incorporated by reference to Exhibit 4.1.6 to the Registrant’s Registration Statement on Form S-4 (File No. 333-127262), as amended.
4.5	Supplemental Indenture dated as of September 14, 2005 by and among ET Sub-Woodbridge, L.P., as the Guaranteeing Subsidiary, Ventas Realty, Limited Partnership and Ventas Capital Corporation, as Issuers, the other Guarantors named therein and U.S. Bank National Association, as Trustee, relating to the 7 1/8% Senior Notes due 2015.	Incorporated by reference to Exhibit 4.2.3 to the Registrant’s Registration Statement on Form S-4 (File No. 333-127262), as amended.
10.1	Form of Property Lease Agreement with respect to the Brookdale properties.	Incorporated by reference to Exhibit 10.14 to Provident Senior Living Trust’s Registration Statement on Form S-11, File No. 333-120206, as amended.

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10.2	Form of Lease Guaranty with respect to the Brookdale properties.	Incorporated by reference to Exhibit 10.17 to Provident Senior Living Trust’s Registration Statement on Form S-11, File No. 333-120206, as amended.
10.3	Schedule of Agreements Substantially Identical in All Material Respects to the agreements incorporated by reference as Exhibits 10.1 and 10.2 to this Quarterly Report on Form 10-Q, pursuant to Instruction 2 to Item 601 of Regulation S-K.	Filed herewith.
10.4.1	Agreement Regarding Leases dated as of October 19, 2004 by and between Brookdale Provident Properties LLC and PSLT-BLC Properties Holdings, LLC.	Incorporated by reference to Exhibit 10.15 to Provident Senior Living Trust’s Registration Statement on Form S-11, File No. 333-120206, as amended.
10.4.2	Letter Agreement dated March 28, 2005 by and among Brookdale Provident Properties LLC, PSLT-BLC Properties Holdings, LLC and Ventas Provident, LLC (formerly Provident Senior Living Trust) relating to the Agreement Regarding Leases.	Incorporated by reference to Exhibit 10.19 to Provident Senior Living Trust’s Registration Statement on Form S-11, File No. 333-120206, as amended.
10.5	Guaranty of Agreement Regarding Leases dated as of October 19, 2004 by Brookdale Living Communities, Inc. in favor of PSLT-BLC Properties Holdings, LLC.	Incorporated by reference to Exhibit 10.16 to Provident Senior Living Trust’s Registration Statement on Form S-11, File No. 333-120206, as amended.
10.6.1	Tax Matters Agreement dated as of June 18, 2004 by and among Fortress Brookdale Acquisition LLC, BLC Senior Holdings, Inc. and Ventas Provident, LLC (formerly Provident Senior Living Trust).	Incorporated by reference to Exhibit 10.18 to Provident Senior Living Trust’s Registration Statement on Form S-11, File No. 333-120206, as amended.
10.6.2	Letter Agreement dated March 28, 2005 by and among Fortress Brookdale Acquisition LLC, Brookdale Living Communities, Inc. and Ventas Provident, LLC (formerly Provident Senior Living Trust) relating to the Tax Matters Agreement.	Incorporated by reference to Exhibit 10.20 to Provident Senior Living Trust’s Registration Statement on Form S-11, File No. 333-120206, as amended.
10.7.1	Stock Purchase Agreement, dated as of June 18, 2004, among Fortress Brookdale Acquisition LLC, Ventas Provident, LLC (formerly Provident Senior Living Trust) and BLC Senior Holdings, Inc.	Incorporated by reference to Exhibit 10.11 to Provident Senior Living Trust’s Registration Statement on Form S-11, File No. 333-120206, as amended.

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10.7.2	Amendment No. 1 to Stock Purchase Agreement dated as of August 2, 2004 among Fortress Brookdale Acquisition LLC, Ventas Provident, LLC (formerly Provident Senior Living Trust) and BLC Holdings, Inc.	Incorporated by reference to Exhibit 10.12 to Provident Senior Living Trust’s Registration Statement on Form S-11, File No. 333-120206, as amended.
10.7.3	Amendment No. 2 to Stock Purchase Agreement dated as of October 17, 2004 among Fortress Brookdale Acquisition LLC, Ventas Provident, LLC (formerly Provident Senior Living Trust) and BLC Holdings, Inc.	Incorporated by reference to Exhibit 10.13 to Provident Senior Living Trust’s Registration Statement on Form S-11, File No. 333-120206, as amended.
10.8	Amended and Restated Stock Purchase Agreement, dated as of October 19, 2004 between Alterra Healthcare Corporation and Ventas Provident, LLC (formerly Provident Senior Living Trust).	Incorporated by reference to Exhibit 10.21 to Provident Senior Living Trust’s Registration Statement on Form S-11, File No. 333-120206, as amended.
31.1	Certification of Debra A. Cafaro, Chairman, President and Chief Executive Officer, pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as amended.	Filed herewith.
31.2	Certification of Richard A. Schweinhart, Senior Vice President and Chief Financial Officer, pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as amended.	Filed herewith.
32.1	Certification of Debra A. Cafaro, Chairman, President and Chief Executive Officer, pursuant to Rule 13a-14(b) under the Securities Exchange Act of 1934, as amended, and 18 U.S.C. 1350.	Filed herewith.
32.2	Certification of Richard A. Schweinhart, Senior Vice President and Chief Financial Officer, pursuant to Rule 13a-14(b) under the Securities Exchange Act of 1934, as amended, and 18 U.S.C. 1350.	Filed herewith.

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EX-4.1

Exhibit 4.1

SUPPLEMENTAL INDENTURE

SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of September 14, 2005, by and among ET Sub-Woodbridge, L.P., a Pennsylvania limited partnership (the “Guaranteeing Subsidiary”), 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”).

WITNESSETH

WHEREAS, the Issuers have heretofore executed and delivered to the Trustee an Indenture dated as of April 17, 2002, as supplemented by the Supplemental Indenture dated as of October 11, 2002, the Supplemental Indenture dated as of November 25, 2002, the Supplemental Indenture dated as of February 20, 2004, the Supplemental Indenture dated as of June 1, 2004, the Supplemental Indenture dated as of December 15, 2004, the Supplemental Indenture dated as of April 4, 2005, the Supplemental Indenture dated as of June 7, 2005 and the Supplemental Indenture dated as of June 21, 2005 (as so supplemented, the “Indenture”), providing for the issuance of 8 ³/4% Senior Notes due 2009 (the “Notes”);

WHEREAS, the Indenture provides that under certain circumstances the Guaranteeing Subsidiary shall execute and deliver to the Trustee a supplemental indenture pursuant to which the Guaranteeing Subsidiary shall unconditionally guarantee all of the Issuers’ Obligations (as defined in the Indenture) under the Notes and the Indenture on the terms and conditions set forth herein (a “Note Guarantee”); and

WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee is authorized to execute and deliver this Supplemental Indenture.

NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Guaranteeing Subsidiary and the Trustee 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.

2. AGREEMENT TO GUARANTEE. The Guaranteeing Subsidiary hereby agrees as follows:

(a) Subject to Article 10 of the Indenture, the Guaranteeing Subsidiary hereby, jointly and severally with all other Guarantors, unconditionally guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of the Indenture, the Notes or the obligations of the Issuers thereunder, that:

(i) the principal of, and premium and Liquidated Damages, if any, and interest on the Notes will be promptly paid in full when due, whether at maturity,

by acceleration, redemption or otherwise, and interest on the overdue principal of and interest on the Notes, if any, if lawful, and all other obligations of the Issuers to the Holders or the Trustee hereunder or thereunder will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and

(ii) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise.

Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors shall be jointly and severally obligated to pay the same immediately.

(b) The obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or the Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the Issuers, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantor, other than payment in full of all obligations under the Notes.

(c) The following is hereby waived: diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Issuers, any right to require a proceeding first against the Issuers, protest, notice and all demands whatsoever.

(d) This Note Guarantee shall not be discharged except by complete performance of the obligations contained in the Notes and the Indenture, and the Guaranteeing Subsidiary hereby accepts all obligations of a Guarantor under the Indenture.

(e) If any Holder or the Trustee is required by any court or otherwise to return to the Issuers, the Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either the Issuers or the Guarantors, any amount paid by either to the Trustee or such Holder, this Note Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect.

(f) The Guaranteeing Subsidiary shall not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby.

(g) As between the Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (1) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article 6 of the Indenture for the purposes of this Note Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (2) in the event of any

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declaration of acceleration of such obligations as provided in Article 6 of the Indenture, such obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantors for the purpose of this Note Guarantee.

(h) The Guarantors shall have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Note Guarantees.

(i) In accordance with Section 10.02 of the Indenture, after giving effect to any maximum amount and all other contingent and fixed liabilities that are relevant under any applicable Bankruptcy Law or fraudulent conveyance law, and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under Article 10 of the Indenture, this Note Guarantee shall be limited to the maximum amount permissible such that the obligations of the Guaranteeing Subsidiary under this Note Guarantee will not constitute a fraudulent transfer or conveyance.

3. EXECUTION AND DELIVERY. The Guaranteeing Subsidiary agrees that this Note Guarantee shall remain in full force and effect notwithstanding any failure to endorse on each Note a notation of such Note Guarantee.

4. GUARANTEEING SUBSIDIARY MAY CONSOLIDATE, ETC. ON CERTAIN TERMS.

(a) The Guaranteeing Subsidiary may not sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into (whether or not the Guaranteeing Subsidiary is the surviving Person) another Person, other than the Issuers or another Guarantor unless:

(i) immediately after giving effect to that transaction, no Default or Event of Default exists; and

(ii) subject to Section 10.05 of the Indenture, the Person acquiring the property in any such sale or disposition or the Person formed by or surviving any such consolidation or merger assumes all of the obligations of the Guaranteeing Subsidiary under the Indenture, this Note Guarantee and the Registration Rights Agreement pursuant to a supplemental indenture in form and substance reasonably satisfactory to the Trustee.

(b) In case of any such consolidation, merger, sale or conveyance and upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of this Note Guarantee endorsed upon the Notes and the due and punctual performance of all of the covenants and conditions of the Indenture to be performed by the Guaranteeing Subsidiary, such successor Person shall succeed to and be substituted for the Guaranteeing Subsidiary with the same effect as if it had been named herein as a Guaranteeing Subsidiary. Such successor Person thereupon may cause to be signed any or all of the Note Guarantees to

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be endorsed upon all of the Notes issuable under the Indenture which theretofore shall not have been signed by the Issuers and delivered to the Trustee. All the Note Guarantees so issued shall in all respects have the same legal rank and benefit under the Indenture as the Note Guarantees theretofore and thereafter issued in accordance with the terms of the Indenture as though all of such Note Guarantees had been issued at the date of the execution hereof.

(c) Except as set forth in Articles 4 and 5 and Section 10.04 of the Indenture, and notwithstanding clauses (a) and (b) above, nothing contained in the Indenture or in any of the Notes shall prevent any consolidation or merger of the Guaranteeing Subsidiary with or into the Issuers or another Guarantor, or shall prevent any sale or conveyance of the property of the Guaranteeing Subsidiary as an entirety or substantially as an entirety to the Issuers or another Guarantor.

5. RELEASES.

(a) The Note Guarantee of the Guaranteeing Subsidiary shall be released, and any Person acquiring assets (including by way of merger or consolidation) or Capital Stock of the Guaranteeing Subsidiary under those circumstances specified in the Indenture shall not be required to assume the obligations of the Guaranteeing Subsidiary, in each case in accordance with the provisions of Section 10.05 of the Indenture. Upon delivery by the Issuers to the Trustee of an Officers’ Certificate and an Opinion of Counsel stating that the provisions of Section 10.05 of the Indenture have been complied with, the Trustee shall execute any documents reasonably required in order to evidence the release of the Guaranteeing Subsidiary from its obligations under this Note Guarantee.

(b) The Guaranteeing Subsidiary not released from its obligations under this Note Guarantee shall remain liable for the full amount of principal of and interest on the Notes and for the other obligations of any Guarantor under the Indenture as provided in Article 10 of the Indenture.

6. NO RECOURSE AGAINST OTHERS. No past, present or future director, officer, employee, incorporator, stockholder or agent of the Guaranteeing Subsidiary, as such, shall have any liability for any obligations of the Issuers or the Guaranteeing Subsidiary under the Notes, this Note Guarantee, the Indenture or this Supplemental Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of the Notes by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes. Such waiver may not be effective to waive liabilities under the federal securities laws and it is the view of the Commission that such a waiver is against public policy.

7. NEW YORK LAW TO GOVERN. THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE AND NOTE GUARANTEE WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.

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8. COUNTERPARTS. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement.

9. EFFECT OF HEADINGS. The Section headings herein are for convenience only and shall not affect the construction hereof.

10. THE TRUSTEE. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Guaranteeing Subsidiary and the Issuers.

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

GUARANTEEING SUBSIDIARY:
ET Sub-Woodbridge, L.P.
	By:	GENPAR, L.L.C., its General Partner
	By:	ElderTrust Operating Limited Partnership, its Sole Member
	By:	ElderTrust, its General Partner
	By:	/s/    T. RICHARD RINEY
	Name:	T. Richard Riney
	Title:	Secretary
ISSUERS:
Ventas Realty, Limited Partnership
	By:	Ventas, Inc., its General Partner
	By:	/s/    T. RICHARD RINEY
	Name:	T. Richard Riney
	Title:	Executive Vice President, General Counsel and Corporate Secretary
Ventas Capital Corporation
By:	/s/    T. RICHARD RINEY
Name:	T. Richard Riney
Title:	Executive Vice President, General Counsel and Corporate Secretary

6

EXISTING GUARANTORS:
Ventas, Inc.
By:	/s/    T. RICHARD RINEY
Name:	T. Richard Riney
Title:	Executive Vice President, General Counsel and Corporate Secretary
Ventas LP Realty, L.L.C.
	By:	Ventas, Inc., its Sole Member
	By:	/s/    T. RICHARD RINEY
	Name:	T. Richard Riney
	Title:	Executive Vice President, General Counsel and Corporate Secretary
Ventas Healthcare Properties, Inc.
By:	/s/    T. RICHARD RINEY
Name:	T. Richard Riney
Title:	Executive Vice President, General Counsel and Corporate Secretary
Ventas TRS, LLC
By:	/s/    T. RICHARD RINEY
Name:	T. Richard Riney
Title:	Executive Vice President

7

Ventas Framingham, LLC
By:	/s/    T. RICHARD RINEY
Name:	T. Richard Riney
Title:	Executive Vice President, General Counsel and Secretary
Ventas Management, LLC
By:	/s/    T. RICHARD RINEY
Name:	T. Richard Riney
Title:	Executive Vice President, General Counsel and Secretary
ElderTrust
By:	/s/    T. RICHARD RINEY
Name:	T. Richard Riney
Title:	Secretary
ElderTrust Operating Limited Partnership
	By:	ElderTrust, its General Partner
	By:	/s/    T. RICHARD RINEY
	Name:	T. Richard Riney
	Title:	Secretary
ET Capital Corp.
By:	/s/    T. RICHARD RINEY
Name:	T. Richard Riney
Title:	Secretary

8

ET Sub-Berkshire Limited Partnership
	By:	ET Berkshire, LLC, its General Partner
	By:	ElderTrust Operating Limited Partnership, its Sole Member
	By:	ElderTrust, its General Partner
	By:	/s/    T. RICHARD RINEY
	Name:	T. Richard Riney
	Title:	Secretary
ET Berkshire, LLC
	By:	ElderTrust Operating Limited Partnership, its Sole Member
	By:	ElderTrust, its General Partner
	By:	/s/    T. RICHARD RINEY
	Name:	T. Richard Riney
	Title:	Secretary
Cabot ALF, L.L.C.
	By:	ElderTrust Operating Limited Partnership, its Sole Member
	By:	ElderTrust, its General Partner
	By:	/s/    T. RICHARD RINEY
	Name:	T. Richard Riney
	Title:	Secretary
Cleveland ALF, L.L.C.
	By:	ElderTrust Operating Limited Partnership, its Sole Member
	By:	ElderTrust, its General Partner
	By:	/s/    T. RICHARD RINEY
	Name:	T. Richard Riney
	Title:	Secretary

9

ET Sub-Heritage Woods, L.L.C.
	By:	ElderTrust Operating Limited Partnership, its Sole Member
	By:	ElderTrust, its General Partner
	By:	/s/    T. RICHARD RINEY
	Name:	T. Richard Riney
	Title:	Secretary
ET Sub-Highgate, L.P.
	By:	ET GENPAR, L.L.C., its General Partner
	By:	ElderTrust Operating Limited Partnership, its Sole Member
	By:	ElderTrust, its General Partner
	By:	/s/    T. RICHARD RINEY
	Name:	T. Richard Riney
	Title:	Secretary
ET GENPAR, L.L.C.
	By:	ElderTrust Operating Limited Partnership, its Sole Member
	By:	ElderTrust, its General Partner
	By:	/s/    T. RICHARD RINEY
	Name:	T. Richard Riney
	Title:	Secretary
ET Sub-Lacey I, L.L.C.
	By:	ElderTrust Operating Limited Partnership, its Sole Member
	By:	ElderTrust, its General Partner
	By:	/s/    T. RICHARD RINEY
	Name:	T. Richard Riney
	Title:	Secretary

10

ET Sub-Lehigh Limited Partnership
	By:	ET Lehigh, LLC, its General Partner
	By:	ElderTrust Operating Limited Partnership, its Sole Member
	By:	ElderTrust, its General Partner
	By:	/s/    T. RICHARD RINEY
	Name:	T. Richard Riney
	Title:	Secretary
ET Lehigh, LLC
	By:	ElderTrust Operating Limited Partnership, its Sole Member
	By:	ElderTrust, its General Partner
	By:	/s/    T. RICHARD RINEY
	Name:	T. Richard Riney
	Title:	Secretary
ET Sub-Lopatcong, L.L.C.
By:	/s/    T. RICHARD RINEY
Name:	T. Richard Riney
Title:	Secretary
ET Sub-Pennsburg Manor Limited Partnership, L.L.P.
	By:	ET Pennsburg Finance, L.L.C., its General Partner
	By:	/s/    T. RICHARD RINEY
	Name:	T. Richard Riney
	Title:	Secretary

11

ET Pennsburg Finance, L.L.C.
By:	/s/    T. RICHARD RINEY
Name:	T. Richard Riney
Title:	Secretary
ET Sub-Phillipsburg I, L.L.C.
	By:	ElderTrust Operating Limited Partnership, its Sole Member
	By:	ElderTrust, its General Partner
	By:	/s/    T. RICHARD RINEY
	Name:	T. Richard Riney
	Title:	Secretary
ET Sub-Pleasant View, L.L.C.
By:	/s/    T. RICHARD RINEY
Name:	T. Richard Riney
Title:	Secretary
ET Sub-Rittenhouse Limited Partnership, L.L.P.
	By:	GENPAR, L.L.C., its General Partner
	By:	ElderTrust Operating Limited Partnership, its Sole Member
	By:	ElderTrust, its General Partner
	By:	/s/    T. RICHARD RINEY
	Name:	T. Richard Riney
	Title:	Secretary

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ET Sub-Riverview Ridge Limited Partnership, L.L.P.
	By:	ET GENPAR, L.L.C., its General Partner
	By:	ElderTrust Operating Limited Partnership, its Sole Member
	By:	ElderTrust, its General Partner
	By:	/s/    T. RICHARD RINEY
	Name:	T. Richard Riney
	Title:	Secretary
ET Sub-Sanatoga Limited Partnership
	By:	ET Sanatoga, LLC, its General Partner
	By:	ElderTrust Operating Limited Partnership, its Sole Member
	By:	ElderTrust, its General Partner
	By:	/s/    T. RICHARD RINEY
	Name:	T. Richard Riney
	Title:	Secretary
ET Sanatoga, LLC
	By:	ElderTrust Operating Limited Partnership, its Sole Member
	By:	ElderTrust, its General Partner
	By:	/s/    T. RICHARD RINEY
	Name:	T. Richard Riney
	Title:	Secretary
ET Sub-SMOB, L.L.C.
By:	/s/    T. RICHARD RINEY
Name:	T. Richard Riney
Title:	Secretary

13

Vernon ALF, L.L.C.
	By:	ElderTrust Operating Limited Partnership, its Sole Member
	By:	ElderTrust, its General Partner
	By:	/s/    T. RICHARD RINEY
	Name:	T. Richard Riney
	Title:	Secretary
ET Sub-Willowbrook Limited Partnership, L.L.P.
	By:	GENPAR, L.L.C., its General Partner
	By:	ElderTrust Operating Limited Partnership, its Sole Member
	By:	ElderTrust, its General Partner
	By:	/s/    T. RICHARD RINEY
	Name:	T. Richard Riney
	Title:	Secretary
ET Sub-Wayne I Limited Partnership, L.L.P.
	By:	ET Wayne Finance, L.L.C., its General Partner
	By:	/s/    T. RICHARD RINEY
	Name:	T. Richard Riney
	Title:	Secretary
ET Wayne Finance, L.L.C.
By:	/s/    T. RICHARD RINEY
Name:	T. Richard Riney
Title:	Secretary

14

ET Wayne Finance, Inc.
By:	/s/    T. RICHARD RINEY
Name:	T. Richard Riney
Title:	Chairman, Executive Vice President and Secretary
Ventas Sun LLC
By:	/s/    T. RICHARD RINEY
Name:	T. Richard Riney
Title:	Executive Vice President, General Counsel and Corporate Secretary
Ventas Cal Sun LLC
By:	/s/    T. RICHARD RINEY
Name:	T. Richard Riney
Title:	Executive Vice President, General Counsel and Corporate Secretary
Ventas Provident, LLC
By:	/s/    T. RICHARD RINEY
Name:	T. Richard Riney
Title:	Executive Vice President, General Counsel and Corporate Secretary

PSLT GP, LLC
	By:	Ventas Provident, LLC, its Sole Member
	By:	/s/    T. RICHARD RINEY
	Name:	T. Richard Riney
	Title:	Executive Vice President, General Counsel and Corporate Secretary

15

PSLT OP, L.P.
	By:	PSLT GP, LLC, its General Partner
	By:	Ventas Provident, LLC, its Sole Member
	By:	/s/    T. RICHARD RINEY
	Name:	T. Richard Riney
	Title:	Executive Vice President, General Counsel and Corporate Secretary
PSLT-BLC Properties Holdings, LLC
	By:	PSLT OP, L.P., its Sole Member
	By:	PSLT GP, LLC, its General Partner
	By:	Ventas Provident, LLC, its Sole Member
	By:	/s/    T. RICHARD RINEY
	Name:	T. Richard Riney
	Title:	Executive Vice President, General Counsel and Corporate Secretary
Brookdale Living Communities of Arizona-EM, LLC
	By:	PSLT-BLC Properties Holdings, LLC, its Sole Member
	By:	PSLT OP, L.P., its Sole Member
	By:	PSLT GP, LLC, its General Partner
	By:	Ventas Provident, LLC, its Sole Member
	By:	/s/    T. RICHARD RINEY
	Name:	T. Richard Riney
	Title:	Executive Vice President, General Counsel and Corporate Secretary

16

Brookdale Living Communities of California, LLC
	By:	PSLT-BLC Properties Holdings, LLC, its Sole Member
	By:	PSLT OP, L.P., its Sole Member
	By:	PSLT GP, LLC, its General Partner
	By:	Ventas Provident, LLC, its Sole Member
	By:	/s/    T. RICHARD RINEY
	Name:	T. Richard Riney
	Title:	Executive Vice President, General Counsel and Corporate Secretary
Brookdale Living Communities of California-RC, LLC
	By:	PSLT-BLC Properties Holdings, LLC, its Sole Member
	By:	PSLT OP, L.P., its Sole Member
	By:	PSLT GP, LLC, its General Partner
	By:	Ventas Provident, LLC, its Sole Member
	By:	/s/    T. RICHARD RINEY
	Name:	T. Richard Riney
	Title:	Executive Vice President, General Counsel and Corporate Secretary
Brookdale Living Communities of California-San Marcos, LLC
	By:	PSLT-BLC Properties Holdings, LLC, its Sole Member
	By:	PSLT OP, L.P., its Sole Member
	By:	PSLT GP, LLC, its General Partner
	By:	Ventas Provident, LLC, its Sole Member
	By:	/s/    T. RICHARD RINEY
	Name:	T. Richard Riney
	Title:	Executive Vice President, General Counsel and Corporate Secretary

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Brookdale Living Communities of Illinois-2960, LLC
	By:	PSLT-BLC Properties Holdings, LLC, its Sole Member
	By:	PSLT OP, L.P., its Sole Member
	By:	PSLT GP, LLC, its General Partner
	By:	Ventas Provident, LLC, its Sole Member
	By:	/s/    T. RICHARD RINEY
	Name:	T. Richard Riney
	Title:	Executive Vice President, General Counsel and Corporate Secretary
Brookdale Living Communities of Illinois-II, LLC
	By:	PSLT-BLC Properties Holdings, LLC, its Sole Member
	By:	PSLT OP, L.P., its Sole Member
	By:	PSLT GP, LLC, its General Partner
	By:	Ventas Provident, LLC, its Sole Member
	By:	/s/    T. RICHARD RINEY
	Name:	T. Richard Riney
	Title:	Executive Vice President, General Counsel and Corporate Secretary
BLC of California-San Marcos, L.P.
	By:	Brookdale Living Communities of California-San Marcos, LLC, its General Partner
	By:	PSLT-BLC Properties Holdings, LLC, its Sole Member
	By:	PSLT OP, L.P., its Sole Member
	By:	PSLT GP, LLC, its General Partner
	By:	Ventas Provident, LLC, its Sole Member
	By:	/s/    T. RICHARD RINEY
	Name:	T. Richard Riney
	Title:	Executive Vice President, General Counsel and Corporate Secretary

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Brookdale Holdings, LLC
	By:	PSLT-BLC Properties Holdings, LLC, its Sole Member
	By:	PSLT OP, L.P., its Sole Member
	By:	PSLT GP, LLC, its General Partner
	By:	Ventas Provident, LLC, its Sole Member
	By:	/s/    T. RICHARD RINEY
	Name:	T. Richard Riney
	Title:	Executive Vice President, General Counsel and Corporate Secretary
Brookdale Living Communities of Indiana-OL, LLC
	By:	PSLT-BLC Properties Holdings, LLC, its Sole Member
	By:	PSLT OP, L.P., its Sole Member
	By:	PSLT GP, LLC, its General Partner
	By:	Ventas Provident, LLC, its Sole Member
	By:	/s/    T. RICHARD RINEY
	Name:	T. Richard Riney
	Title:	Executive Vice President, General Counsel and Corporate Secretary
Brookdale Living Communities of Massachusetts-RB, LLC
	By:	PSLT-BLC Properties Holdings, LLC, its Sole Member
	By:	PSLT OP, L.P., its Sole Member
	By:	PSLT GP, LLC, its General Partner
	By:	Ventas Provident, LLC, its Sole Member
	By:	/s/    T. RICHARD RINEY
	Name:	T. Richard Riney
	Title:	Executive Vice President, General Counsel and Corporate Secretary

19

Brookdale Living Communities of Minnesota, LLC
	By:	PSLT-BLC Properties Holdings, LLC, its Sole Member
	By:	PSLT OP, L.P., its Sole Member
	By:	PSLT GP, LLC, its General Partner
	By:	Ventas Provident, LLC, its Sole Member
	By:	/s/    T. RICHARD RINEY
	Name:	T. Richard Riney
	Title:	Executive Vice President, General Counsel and Corporate Secretary
Brookdale Living Communities of New York-GB, LLC
	By:	PSLT-BLC Properties Holdings, LLC, its Sole Member
	By:	PSLT OP, L.P., its Sole Member
	By:	PSLT GP, LLC, its General Partner
	By:	Ventas Provident, LLC, its Sole Member
	By:	/s/    T. RICHARD RINEY
	Name:	T. Richard Riney
	Title:	Executive Vice President, General Counsel and Corporate Secretary
Brookdale Living Communities of Washington-PP, LLC
	By:	PSLT-BLC Properties Holdings, LLC, its Sole Member
	By:	PSLT OP, L.P., its Sole Member
	By:	PSLT GP, LLC, its General Partner
	By:	Ventas Provident, LLC, its Sole Member
	By:	/s/    T. RICHARD RINEY
	Name:	T. Richard Riney
	Title:	Executive Vice President, General Counsel and Corporate Secretary

20

The Ponds of Pembroke Limited Partnership
	By:	Brookdale Holdings, LLC, its General Partner
	By:	PSLT-BLC Properties Holdings, LLC, its Sole Member
	By:	PSLT OP, L.P., its Sole Member
	By:	PSLT GP, LLC, its General Partner
	By:	Ventas Provident, LLC, its Sole Member
	By:	/s/    T. RICHARD RINEY
	Name:	T. Richard Riney
	Title:	Executive Vice President, General Counsel and Corporate Secretary
River Oaks Partners
	By:	Brookdale Holdings, LLC, its General Partner
	By:	PSLT-BLC Properties Holdings, LLC, its Sole Member
	By:	PSLT OP, L.P., its Sole Member
	By:	PSLT GP, LLC, its General Partner
	By:	Ventas Provident, LLC, its Sole Member
	By:	/s/    T. RICHARD RINEY
	Name:	T. Richard Riney
	Title:	Executive Vice President, General Counsel and Corporate Secretary
PSLT-ALS Properties Holdings, LLC
	By:	PSLT OP, L.P., its Sole Member
	By:	PSLT GP, LLC, its General Partner
	By:	Ventas Provident, LLC, its Sole Member
	By:	/s/    T. RICHARD RINEY
	Name:	T. Richard Riney
	Title:	Executive Vice President, General Counsel and Corporate Secretary

21

PSLT-ALS Properties I, LLC
	By:	PSLT-ALS Properties Holdings, LLC, its Sole Member
	By:	PSLT OP, L.P., its Sole Member
	By:	PSLT GP, LLC, its General Partner
	By:	Ventas Provident, LLC, its Sole Member
	By:	/s/    T. RICHARD RINEY
	Name:	T. Richard Riney
	Title:	Executive Vice President, General Counsel and Corporate Secretary

22

TRUSTEE:
U.S. Bank National Association
By:	/s/    ROBERT T. JONES
Name:	Robert T. Jones
Title:	Vice President & Trust Officer

23

EX-4.3

Exhibit 4.3

SUPPLEMENTAL INDENTURE

SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of September 14, 2005, by and among ET Sub-Woodbridge, L.P., a Pennsylvania limited partnership (the “Guaranteeing Subsidiary”), 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”).

WITNESSETH

WHEREAS, the Issuers have heretofore executed and delivered to the Trustee an Indenture dated as of April 17, 2002, as supplemented by the Supplemental Indenture dated as of October 11, 2002, the Supplemental Indenture dated as of November 25, 2002, the Supplemental Indenture dated as of February 20, 2004, the Supplemental Indenture dated as of June 1, 2004, the Supplemental Indenture dated as of December 15, 2004, the Supplemental Indenture dated as of April 4, 2005, the Supplemental Indenture dated as of June 7, 2005 and the Supplemental Indenture dated as of June 21, 2005 (as so supplemented, the “Indenture”), providing for the issuance of 9% Senior Notes due 2012 (the “Notes”);

WHEREAS, the Indenture provides that under certain circumstances the Guaranteeing Subsidiary shall execute and deliver to the Trustee a supplemental indenture pursuant to which the Guaranteeing Subsidiary shall unconditionally guarantee all of the Issuers’ Obligations (as defined in the Indenture) under the Notes and the Indenture on the terms and conditions set forth herein (a “Note Guarantee”); and

WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee is authorized to execute and deliver this Supplemental Indenture.

NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Guaranteeing Subsidiary and the Trustee 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.

2. AGREEMENT TO GUARANTEE. The Guaranteeing Subsidiary hereby agrees as follows:

(a) Subject to Article 10 of the Indenture, the Guaranteeing Subsidiary hereby, jointly and severally with all other Guarantors, unconditionally guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of the Indenture, the Notes or the obligations of the Issuers thereunder, that:

(i) the principal of, and premium and Liquidated Damages, if any, and interest on the Notes will be promptly paid in full when due, whether at maturity,

by acceleration, redemption or otherwise, and interest on the overdue principal of and interest on the Notes, if any, if lawful, and all other obligations of the Issuers to the Holders or the Trustee hereunder or thereunder will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and

(ii) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise.

Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors shall be jointly and severally obligated to pay the same immediately.

(b) The obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or the Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the Issuers, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantor, other than payment in full of all obligations under the Notes.

(c) The following is hereby waived: diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Issuers, any right to require a proceeding first against the Issuers, protest, notice and all demands whatsoever.

(d) This Note Guarantee shall not be discharged except by complete performance of the obligations contained in the Notes and the Indenture, and the Guaranteeing Subsidiary hereby accepts all obligations of a Guarantor under the Indenture.

(e) If any Holder or the Trustee is required by any court or otherwise to return to the Issuers, the Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either the Issuers or the Guarantors, any amount paid by either to the Trustee or such Holder, this Note Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect.

(f) The Guaranteeing Subsidiary shall not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby.

(g) As between the Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (1) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article 6 of the Indenture for the purposes of this Note Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (2) in the event of any

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declaration of acceleration of such obligations as provided in Article 6 of the Indenture, such obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantors for the purpose of this Note Guarantee.

(h) The Guarantors shall have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Note Guarantees.

(i) In accordance with Section 10.02 of the Indenture, after giving effect to any maximum amount and all other contingent and fixed liabilities that are relevant under any applicable Bankruptcy Law or fraudulent conveyance law, and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under Article 10 of the Indenture, this Note Guarantee shall be limited to the maximum amount permissible such that the obligations of the Guaranteeing Subsidiary under this Note Guarantee will not constitute a fraudulent transfer or conveyance.

3. EXECUTION AND DELIVERY. The Guaranteeing Subsidiary agrees that this Note Guarantee shall remain in full force and effect notwithstanding any failure to endorse on each Note a notation of such Note Guarantee.

4. GUARANTEEING SUBSIDIARY MAY CONSOLIDATE, ETC. ON CERTAIN TERMS.

(a) The Guaranteeing Subsidiary may not sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into (whether or not the Guaranteeing Subsidiary is the surviving Person) another Person, other than the Issuers or another Guarantor unless:

(i) immediately after giving effect to that transaction, no Default or Event of Default exists; and

(ii) subject to Section 10.05 of the Indenture, the Person acquiring the property in any such sale or disposition or the Person formed by or surviving any such consolidation or merger assumes all of the obligations of the Guaranteeing Subsidiary under the Indenture, this Note Guarantee and the Registration Rights Agreement pursuant to a supplemental indenture in form and substance reasonably satisfactory to the Trustee.

(b) In case of any such consolidation, merger, sale or conveyance and upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of this Note Guarantee endorsed upon the Notes and the due and punctual performance of all of the covenants and conditions of the Indenture to be performed by the Guaranteeing Subsidiary, such successor Person shall succeed to and be substituted for the Guaranteeing Subsidiary with the same effect as if it had been named herein as a Guaranteeing Subsidiary. Such successor Person thereupon may cause to be signed any or all of the Note Guarantees to

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be endorsed upon all of the Notes issuable under the Indenture which theretofore shall not have been signed by the Issuers and delivered to the Trustee. All the Note Guarantees so issued shall in all respects have the same legal rank and benefit under the Indenture as the Note Guarantees theretofore and thereafter issued in accordance with the terms of the Indenture as though all of such Note Guarantees had been issued at the date of the execution hereof.

(c) Except as set forth in Articles 4 and 5 and Section 10.04 of the Indenture, and notwithstanding clauses (a) and (b) above, nothing contained in the Indenture or in any of the Notes shall prevent any consolidation or merger of the Guaranteeing Subsidiary with or into the Issuers or another Guarantor, or shall prevent any sale or conveyance of the property of the Guaranteeing Subsidiary as an entirety or substantially as an entirety to the Issuers or another Guarantor.

5. RELEASES.

(a) The Note Guarantee of the Guaranteeing Subsidiary shall be released, and any Person acquiring assets (including by way of merger or consolidation) or Capital Stock of the Guaranteeing Subsidiary under those circumstances specified in the Indenture shall not be required to assume the obligations of the Guaranteeing Subsidiary, in each case in accordance with the provisions of Section 10.05 of the Indenture. Upon delivery by the Issuers to the Trustee of an Officers’ Certificate and an Opinion of Counsel stating that the provisions of Section 10.05 of the Indenture have been complied with, the Trustee shall execute any documents reasonably required in order to evidence the release of the Guaranteeing Subsidiary from its obligations under this Note Guarantee.

(b) The Guaranteeing Subsidiary not released from its obligations under this Note Guarantee shall remain liable for the full amount of principal of and interest on the Notes and for the other obligations of any Guarantor under the Indenture as provided in Article 10 of the Indenture.

6. NO RECOURSE AGAINST OTHERS. No past, present or future director, officer, employee, incorporator, stockholder or agent of the Guaranteeing Subsidiary, as such, shall have any liability for any obligations of the Issuers or the Guaranteeing Subsidiary under the Notes, this Note Guarantee, the Indenture or this Supplemental Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of the Notes by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes. Such waiver may not be effective to waive liabilities under the federal securities laws and it is the view of the Commission that such a waiver is against public policy.

7. NEW YORK LAW TO GOVERN. THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE AND NOTE GUARANTEE WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.

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8. COUNTERPARTS. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement.

9. EFFECT OF HEADINGS. The Section headings herein are for convenience only and shall not affect the construction hereof.

10. THE TRUSTEE. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Guaranteeing Subsidiary and the Issuers.

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

GUARANTEEING SUBSIDIARY:
ET Sub-Woodbridge, L.P.
	By:	GENPAR, L.L.C., its General Partner
	By:	ElderTrust Operating Limited Partnership, its Sole Member
	By:	ElderTrust, its General Partner
	By:	/s/    T. RICHARD RINEY
	Name:	T. Richard Riney
	Title:	Secretary
ISSUERS:
Ventas Realty, Limited Partnership
	By:	Ventas, Inc., its General Partner
	By:	/s/    T. RICHARD RINEY
	Name:	T. Richard Riney
	Title:	Executive Vice President, General Counsel and Corporate Secretary
Ventas Capital Corporation
By:	/s/    T. RICHARD RINEY
Name:	T. Richard Riney
Title:	Executive Vice President, General Counsel and Corporate Secretary

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EXISTING GUARANTORS:
Ventas, Inc.
By:	/s/    T. RICHARD RINEY
Name:	T. Richard Riney
Title:	Executive Vice President, General Counsel and Corporate Secretary
Ventas LP Realty, L.L.C.
	By:	Ventas, Inc., its Sole Member
	By:	/s/    T. RICHARD RINEY
	Name:	T. Richard Riney
	Title:	Executive Vice President, General Counsel and Corporate Secretary
Ventas Healthcare Properties, Inc.
By:	/s/    T. RICHARD RINEY
Name:	T. Richard Riney
Title:	Executive Vice President, General Counsel and Corporate Secretary
Ventas TRS, LLC
By:	/s/    T. RICHARD RINEY
Name:	T. Richard Riney
Title:	Executive Vice President

7

Ventas Framingham, LLC
By:	/s/    T. RICHARD RINEY
Name:	T. Richard Riney
Title:	Executive Vice President, General Counsel and Secretary
Ventas Management, LLC
By:	/s/    T. RICHARD RINEY
Name:	T. Richard Riney
Title:	Executive Vice President, General Counsel and Secretary
ElderTrust
By:	/s/    T. RICHARD RINEY
Name:	T. Richard Riney
Title:	Secretary
ElderTrust Operating Limited Partnership
	By:	ElderTrust, its General Partner
	By:	/s/    T. RICHARD RINEY
	Name:	T. Richard Riney
	Title:	Secretary
ET Capital Corp.
By:	/s/    T. RICHARD RINEY
Name:	T. Richard Riney
Title:	Secretary

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ET Sub-Berkshire Limited Partnership
	By:	ET Berkshire, LLC, its General Partner
	By:	ElderTrust Operating Limited Partnership, its Sole Member
	By:	ElderTrust, its General Partner
	By:	/s/    T. RICHARD RINEY
	Name:	T. Richard Riney
	Title:	Secretary
ET Berkshire, LLC
	By:	ElderTrust Operating Limited Partnership, its Sole Member
	By:	ElderTrust, its General Partner
	By:	/s/    T. RICHARD RINEY
	Name:	T. Richard Riney
	Title:	Secretary
Cabot ALF, L.L.C.
	By:	ElderTrust Operating Limited Partnership, its Sole Member
	By:	ElderTrust, its General Partner
	By:	/s/    T. RICHARD RINEY
	Name:	T. Richard Riney
	Title:	Secretary
Cleveland ALF, L.L.C.
	By:	ElderTrust Operating Limited Partnership, its Sole Member
	By:	ElderTrust, its General Partner
	By:	/s/    T. RICHARD RINEY
	Name:	T. Richard Riney
	Title:	Secretary

9

ET Sub-Heritage Woods, L.L.C.
	By:	ElderTrust Operating Limited Partnership, its Sole Member
	By:	ElderTrust, its General Partner
	By:	/s/    T. RICHARD RINEY
	Name:	T. Richard Riney
	Title:	Secretary
ET Sub-Highgate, L.P.
	By:	ET GENPAR, L.L.C., its General Partner
	By:	ElderTrust Operating Limited Partnership, its Sole Member
	By:	ElderTrust, its General Partner
	By:	/s/    T. RICHARD RINEY
	Name:	T. Richard Riney
	Title:	Secretary
ET GENPAR, L.L.C.
	By:	ElderTrust Operating Limited Partnership, its Sole Member
	By:	ElderTrust, its General Partner
	By:	/s/    T. RICHARD RINEY
	Name:	T. Richard Riney
	Title:	Secretary
ET Sub-Lacey I, L.L.C.
	By:	ElderTrust Operating Limited Partnership, its Sole Member
	By:	ElderTrust, its General Partner
	By:	/s/    T. RICHARD RINEY
	Name:	T. Richard Riney
	Title:	Secretary

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ET Sub-Lehigh Limited Partnership
	By:	ET Lehigh, LLC, its General Partner
	By:	ElderTrust Operating Limited Partnership, its Sole Member
	By:	ElderTrust, its General Partner
	By:	/s/    T. RICHARD RINEY
	Name:	T. Richard Riney
	Title:	Secretary
ET Lehigh, LLC
	By:	ElderTrust Operating Limited Partnership, its Sole Member
	By:	ElderTrust, its General Partner
	By:	/s/    T. RICHARD RINEY
	Name:	T. Richard Riney
	Title:	Secretary
ET Sub-Lopatcong, L.L.C.
By:	/s/    T. RICHARD RINEY
Name:	T. Richard Riney
Title:	Secretary
ET Sub-Pennsburg Manor Limited Partnership, L.L.P.
	By:	ET Pennsburg Finance, L.L.C., its General Partner
	By:	/s/    T. RICHARD RINEY
	Name:	T. Richard Riney
	Title:	Secretary

11

ET Pennsburg Finance, L.L.C.
By:	/s/    T. RICHARD RINEY
Name:	T. Richard Riney
Title:	Secretary
ET Sub-Phillipsburg I, L.L.C.
	By:	ElderTrust Operating Limited Partnership, its Sole Member
	By:	ElderTrust, its General Partner
	By:	/s/    T. RICHARD RINEY
	Name:	T. Richard Riney
	Title:	Secretary
ET Sub-Pleasant View, L.L.C.
By:	/s/    T. RICHARD RINEY
Name:	T. Richard Riney
Title:	Secretary
ET Sub-Rittenhouse Limited Partnership, L.L.P.
	By:	GENPAR, L.L.C., its General Partner
	By:	ElderTrust Operating Limited Partnership, its Sole Member
	By:	ElderTrust, its General Partner
	By:	/s/    T. RICHARD RINEY
	Name:	T. Richard Riney
	Title:	Secretary

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ET Sub-Riverview Ridge Limited Partnership, L.L.P.
	By:	ET GENPAR, L.L.C., its General Partner
	By:	ElderTrust Operating Limited Partnership, its Sole Member
	By:	ElderTrust, its General Partner
	By:	/s/    T. RICHARD RINEY
	Name:	T. Richard Riney
	Title:	Secretary
ET Sub-Sanatoga Limited Partnership
	By:	ET Sanatoga, LLC, its General Partner
	By:	ElderTrust Operating Limited Partnership, its Sole Member
	By:	ElderTrust, its General Partner
	By:	/s/    T. RICHARD RINEY
	Name:	T. Richard Riney
	Title:	Secretary
ET Sanatoga, LLC
	By:	ElderTrust Operating Limited Partnership, its Sole Member
	By:	ElderTrust, its General Partner
	By:	/s/    T. RICHARD RINEY
	Name:	T. Richard Riney
	Title:	Secretary
ET Sub-SMOB, L.L.C.
By:	/s/    T. RICHARD RINEY
Name:	T. Richard Riney
Title:	Secretary

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Vernon ALF, L.L.C.
	By:	ElderTrust Operating Limited Partnership, its Sole Member
	By:	ElderTrust, its General Partner
	By:	/s/    T. RICHARD RINEY
	Name:	T. Richard Riney
	Title:	Secretary
ET Sub-Willowbrook Limited Partnership, L.L.P.
	By:	GENPAR, L.L.C., its General Partner
	By:	ElderTrust Operating Limited Partnership, its Sole Member
	By:	ElderTrust, its General Partner
	By:	/s/    T. RICHARD RINEY
	Name:	T. Richard Riney
	Title:	Secretary
ET Sub-Wayne I Limited Partnership, L.L.P.
	By:	ET Wayne Finance, L.L.C., its General Partner
	By:	/s/    T. RICHARD RINEY
	Name:	T. Richard Riney
	Title:	Secretary
ET Wayne Finance, L.L.C.
By:	/s/    T. RICHARD RINEY
Name:	T. Richard Riney
Title:	Secretary

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ET Wayne Finance, Inc.
By:	/s/    T. RICHARD RINEY
Name:	T. Richard Riney
Title:	Chairman, Executive Vice President and Secretary
Ventas Sun LLC
By:	/s/    T. RICHARD RINEY
Name:	T. Richard Riney
Title:	Executive Vice President, General Counsel and Corporate Secretary
Ventas Cal Sun LLC
By:	/s/    T. RICHARD RINEY
Name:	T. Richard Riney
Title:	Executive Vice President, General Counsel and Corporate Secretary
Ventas Provident, LLC
By:	/s/    T. RICHARD RINEY
Name:	T. Richard Riney
Title:	Executive Vice President, General Counsel and Corporate Secretary

PSLT GP, LLC
	By:	Ventas Provident, LLC, its Sole Member
	By:	/s/    T. RICHARD RINEY
	Name:	T. Richard Riney
	Title:	Executive Vice President, General Counsel and Corporate Secretary

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PSLT OP, L.P.
	By:	PSLT GP, LLC, its General Partner
	By:	Ventas Provident, LLC, its Sole Member
	By:	/s/    T. RICHARD RINEY
	Name:	T. Richard Riney
	Title:	Executive Vice President, General Counsel and Corporate Secretary
PSLT-BLC Properties Holdings, LLC
	By:	PSLT OP, L.P., its Sole Member
	By:	PSLT GP, LLC, its General Partner
	By:	Ventas Provident, LLC, its Sole Member
	By:	/s/    T. RICHARD RINEY
	Name:	T. Richard Riney
	Title:	Executive Vice President, General Counsel and Corporate Secretary
Brookdale Living Communities of Arizona-EM, LLC
	By:	PSLT-BLC Properties Holdings, LLC, its Sole Member
	By:	PSLT OP, L.P., its Sole Member
	By:	PSLT GP, LLC, its General Partner
	By:	Ventas Provident, LLC, its Sole Member
	By:	/s/    T. RICHARD RINEY
	Name:	T. Richard Riney
	Title:	Executive Vice President, General Counsel and Corporate Secretary

16

Brookdale Living Communities of California, LLC
	By:	PSLT-BLC Properties Holdings, LLC, its Sole Member
	By:	PSLT OP, L.P., its Sole Member
	By:	PSLT GP, LLC, its General Partner
	By:	Ventas Provident, LLC, its Sole Member
	By:	/s/    T. RICHARD RINEY
	Name:	T. Richard Riney
	Title:	Executive Vice President, General Counsel and Corporate Secretary
Brookdale Living Communities of California-RC, LLC
	By:	PSLT-BLC Properties Holdings, LLC, its Sole Member
	By:	PSLT OP, L.P., its Sole Member
	By:	PSLT GP, LLC, its General Partner
	By:	Ventas Provident, LLC, its Sole Member
	By:	/s/    T. RICHARD RINEY
	Name:	T. Richard Riney
	Title:	Executive Vice President, General Counsel and Corporate Secretary
Brookdale Living Communities of California-San Marcos, LLC
	By:	PSLT-BLC Properties Holdings, LLC, its Sole Member
	By:	PSLT OP, L.P., its Sole Member
	By:	PSLT GP, LLC, its General Partner
	By:	Ventas Provident, LLC, its Sole Member
	By:	/s/    T. RICHARD RINEY
	Name:	T. Richard Riney
	Title:	Executive Vice President, General Counsel and Corporate Secretary

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Brookdale Living Communities of Illinois-2960, LLC
	By:	PSLT-BLC Properties Holdings, LLC, its Sole Member
	By:	PSLT OP, L.P., its Sole Member
	By:	PSLT GP, LLC, its General Partner
	By:	Ventas Provident, LLC, its Sole Member
	By:	/s/    T. RICHARD RINEY
	Name:	T. Richard Riney
	Title:	Executive Vice President, General Counsel and Corporate Secretary
Brookdale Living Communities of Illinois-II, LLC
	By:	PSLT-BLC Properties Holdings, LLC, its Sole Member
	By:	PSLT OP, L.P., its Sole Member
	By:	PSLT GP, LLC, its General Partner
	By:	Ventas Provident, LLC, its Sole Member
	By:	/s/    T. RICHARD RINEY
	Name:	T. Richard Riney
	Title:	Executive Vice President, General Counsel and Corporate Secretary
BLC of California-San Marcos, L.P.
	By:	Brookdale Living Communities of California-San Marcos, LLC, its General Partner
	By:	PSLT-BLC Properties Holdings, LLC, its Sole Member
	By:	PSLT OP, L.P., its Sole Member
	By:	PSLT GP, LLC, its General Partner
	By:	Ventas Provident, LLC, its Sole Member
	By:	/s/    T. RICHARD RINEY
	Name:	T. Richard Riney
	Title:	Executive Vice President, General Counsel and Corporate Secretary

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Brookdale Holdings, LLC
	By:	PSLT-BLC Properties Holdings, LLC, its Sole Member
	By:	PSLT OP, L.P., its Sole Member
	By:	PSLT GP, LLC, its General Partner
	By:	Ventas Provident, LLC, its Sole Member
	By:	/s/    T. RICHARD RINEY
	Name:	T. Richard Riney
	Title:	Executive Vice President, General Counsel and Corporate Secretary
Brookdale Living Communities of Indiana-OL, LLC
	By:	PSLT-BLC Properties Holdings, LLC, its Sole Member
	By:	PSLT OP, L.P., its Sole Member
	By:	PSLT GP, LLC, its General Partner
	By:	Ventas Provident, LLC, its Sole Member
	By:	/s/    T. RICHARD RINEY
	Name:	T. Richard Riney
	Title:	Executive Vice President, General Counsel and Corporate Secretary
Brookdale Living Communities of Massachusetts-RB, LLC
	By:	PSLT-BLC Properties Holdings, LLC, its Sole Member
	By:	PSLT OP, L.P., its Sole Member
	By:	PSLT GP, LLC, its General Partner
	By:	Ventas Provident, LLC, its Sole Member
	By:	/s/    T. RICHARD RINEY
	Name:	T. Richard Riney
	Title:	Executive Vice President, General Counsel and Corporate Secretary

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Brookdale Living Communities of Minnesota, LLC
	By:	PSLT-BLC Properties Holdings, LLC, its Sole Member
	By:	PSLT OP, L.P., its Sole Member
	By:	PSLT GP, LLC, its General Partner
	By:	Ventas Provident, LLC, its Sole Member
	By:	/s/    T. RICHARD RINEY
	Name:	T. Richard Riney
	Title:	Executive Vice President, General Counsel and Corporate Secretary
Brookdale Living Communities of New York-GB, LLC
	By:	PSLT-BLC Properties Holdings, LLC, its Sole Member
	By:	PSLT OP, L.P., its Sole Member
	By:	PSLT GP, LLC, its General Partner
	By:	Ventas Provident, LLC, its Sole Member
	By:	/s/    T. RICHARD RINEY
	Name:	T. Richard Riney
	Title:	Executive Vice President, General Counsel and Corporate Secretary
Brookdale Living Communities of Washington-PP, LLC
	By:	PSLT-BLC Properties Holdings, LLC, its Sole Member
	By:	PSLT OP, L.P., its Sole Member
	By:	PSLT GP, LLC, its General Partner
	By:	Ventas Provident, LLC, its Sole Member
	By:	/s/    T. RICHARD RINEY
	Name:	T. Richard Riney
	Title:	Executive Vice President, General Counsel and Corporate Secretary

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The Ponds of Pembroke Limited Partnership
	By:	Brookdale Holdings, LLC, its General Partner
	By:	PSLT-BLC Properties Holdings, LLC, its Sole Member
	By:	PSLT OP, L.P., its Sole Member
	By:	PSLT GP, LLC, its General Partner
	By:	Ventas Provident, LLC, its Sole Member
	By:	/s/    T. RICHARD RINEY
	Name:	T. Richard Riney
	Title:	Executive Vice President, General Counsel and Corporate Secretary
River Oaks Partners
	By:	Brookdale Holdings, LLC, its General Partner
	By:	PSLT-BLC Properties Holdings, LLC, its Sole Member
	By:	PSLT OP, L.P., its Sole Member
	By:	PSLT GP, LLC, its General Partner
	By:	Ventas Provident, LLC, its Sole Member
	By:	/s/    T. RICHARD RINEY
	Name:	T. Richard Riney
	Title:	Executive Vice President, General Counsel and Corporate Secretary
PSLT-ALS Properties Holdings, LLC
	By:	PSLT OP, L.P., its Sole Member
	By:	PSLT GP, LLC, its General Partner
	By:	Ventas Provident, LLC, its Sole Member
	By:	/s/    T. RICHARD RINEY
	Name:	T. Richard Riney
	Title:	Executive Vice President, General Counsel and Corporate Secretary

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PSLT-ALS Properties I, LLC
	By:	PSLT-ALS Properties Holdings, LLC, its Sole Member
	By:	PSLT OP, L.P., its Sole Member
	By:	PSLT GP, LLC, its General Partner
	By:	Ventas Provident, LLC, its Sole Member
	By:	/s/    T. RICHARD RINEY
	Name:	T. Richard Riney
	Title:	Executive Vice President, General Counsel and Corporate Secretary

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TRUSTEE:
U.S. Bank National Association
By:	/s/    ROBERT T. JONES
Name:	Robert T. Jones
Title:	Vice President & Trust Officer

23

EX-10.3

Exhibit 10.3

SCHEDULE OF AGREEMENTS

SUBSTANTIALLY IDENTICAL IN ALL MATERIAL RESPECTS

TO AGREEMENTS INCORPORATED BY REFERENCE AS

EXHIBITS 10.1 AND 10.2 TO THIS QUARTERLY REPORT ON FORM 10-Q

PURSUANT TO

INSTRUCTION 2 TO ITEM 601 OF REGULATION S-K

Each subsidiary of Ventas, Inc. listed in the schedule below has executed and delivered a Property Lease Agreement dated as of October 19, 2004 (the form of which is incorporated by reference as Exhibit 10.1 to this Quarterly Report on Form 10-Q) with the tenant and with respect to the property listed opposite its name in the schedule below. Such agreements are substantially identical in all material respects with the form of Property Lease Agreement incorporated by reference as Exhibit 10.1 to this Quarterly Report on Form 10-Q.

Landlord	Tenant	Property Name and Address
Brookdale Living Communities of California, LLC	BLC-Atrium of San Jose, L.P.	Atrium at San Jose 1009 Blossom River Way, San Jose, CA, 95123
BLC of Indiana-OL, L.P.	BLC-The Berkshire of Castleton, L.P.	The Berkshire of Castleton 8480 Craig Street, Indianapolis, IN, 46250
Brookdale Living Communities of New Jersey, LLC	BLC-Brendenwood, LLC	Brendenwood 1 Brendenwood Drive, Voorhees, NJ, 08043
BLC of California-San Marcos, L.P.	BLC-Brookdale Place at San Marcos, L.P.	Brookdale Place of San Marcos 1590 W. San Marcos Blvd., San Marcos, CA, 92069
Brookdale Living Communities of Connecticut-WH, LLC	BLC-Chatfield, LLC	Chatfield One Chatfield Drive, West Hartford, CT, 06110
Brookdale Living Communities of Florida-CL, LLC	BLC-Classis at West Palm Beach, LLC	The Classic at West Palm Beach 6100 Common Circle, West Palm Beach, FL, 33417
Brookdale Living Communities of Illinois-Hoffman Estates, LLC	BLC-Devonshire of Hoffman Estates, LLC	Devonshire of Hoffman Estates 1515 Barrington Road, Hoffman Estates, IL, 60194
The Ponds of Pembroke Limited Partnership	BLC-Devonshire of Lisle, LLC	Devonshire of Lisle 1700 Robin Lane, Lisle, IL, 60532
Brookdale Living Communities of Minnesota, LLC	BLC-Edina Park Plaza, LLC	Edina Park Plaza 3330 Edinborough Way, Edina, MN, 55435
Brookdale Living Communities of New York-GB, LLC	BLC-Gables at Brighton, LLC	The Gables at Brighton 2001 S. Clinton Avenue, Rochester, NY, 14618
Brookdale Living Communities of Connecticut, LLC	BLC Gables at Farmington, LLC	Gables at Farmington 20 Devonwood Drive, Farmington, CT, 06032
Brookdale Living Communities of Illinois-2960, LLC	BLC-The Hallmark, LLC	The Hallmark 2960 North Lake Shore Drive, Chicago, IL, 60657
Brookdale Living Communities of Illinois-II, LLC	BLC-Hawthorne Lakes, LLC	Hawthorne Lakes 10 E. Hawthorn Parkway, Vernon Hills, IL, 60061

Landlord	Tenant	Property Name and Address
River Oaks Partners	BLC-The Heritage of Des Plaines, LLC	The Heritage of Des Plaines 800 South River Road, Des Plaines, IL, 60016
Brookdale Living Communities of Illinois-HV, LLC	BLC-Kenwood of Lake View, LLC	Kenwood of Lake View 3121 North Sheridan Road, Chicago, IL, 60657
Brookdale Living Communities of Washington-PP, LLC	BLC-Park Place, LLC	Park Place 601 South Park Road, Spokane, WA, 99212
Brookdale Living Communities of New Mexico-SF, LLC	BLC-Ponce de Leon, LLC	Ponce de Leon 640 Alta Vista, Santa Fe, NM, 87505
Brookdale Living Communities of Massachusetts-RB, LLC	BLC-River Bay Club, LLC	River Bay Club 99 Brackett Street, Quincy, MA, 02169
Brookdale Living Communities of Arizona-EM, LLC	BLC-Springs at East Mesa, LLC	Springs at East Mesa 6220 East Broadway Rd, Mesa, AZ, 85206
Brookdale Living Communities of Illinois-HLAL, LLC	BLC-The Willows, LLC	The Willows 10 E. Hawthorn Parkway, Vernon Hills, IL, 60061
Brookdale Living Communities of California-RC, LLC	BLC-Woodside Terrace, L.P.	Woodside Terrace 485 Woodside Road, Redwood City, CA, 94061

Brookdale Provident Properties, LLC has executed and delivered a Lease Guaranty dated as of October 19, 2004 (the form of which is incorporated by reference as Exhibit 10.2 to this Quarterly Report on Form 10-Q) in favor of each subsidiary of Ventas, Inc. listed in the schedule below with respect to the property listed opposite its name in the schedule below. Such agreements are substantially identical in all material respects with the form of Lease Guaranty incorporated by reference as Exhibit 10.2 to this Quarterly Report on Form 10-Q.

Landlord	Property Name and Address
Brookdale Living Communities of California, LLC	Atrium at San Jose 1009 Blossom River Way, San Jose, CA, 95123
BLC of Indiana-OL, L.P.	The Berkshire of Castleton 8480 Craig Street, Indianapolis, IN, 46250
Brookdale Living Communities of New Jersey, LLC	Brendenwood 1 Brendenwood Drive, Voorhees, NJ, 08043
BLC of California-San Marcos, L.P.	Brookdale Place of San Marcos 1590 W. San Marcos Blvd., San Marcos, CA, 92069
Brookdale Living Communities of Connecticut-WH, LLC	Chatfield One Chatfield Drive, West Hartford, CT, 06110
Brookdale Living Communities of Florida-CL, LLC	The Classic at West Palm Beach 6100 Common Circle, West Palm Beach, FL, 33417
Brookdale Living Communities of Illinois-Hoffman Estates, LLC	Devonshire of Hoffman Estates 1515 Barrington Road, Hoffman Estates, IL, 60194
The Ponds of Pembroke Limited Partnership	Devonshire of Lisle 1700 Robin Lane, Lisle, IL, 60532
Brookdale Living Communities of Minnesota, LLC	Edina Park Plaza 3330 Edinborough Way, Edina, MN, 55435
Brookdale Living Communities of New York-GB, LLC	The Gables at Brighton 2001 S. Clinton Avenue, Rochester, NY, 14618
Brookdale Living Communities of Connecticut, LLC	Gables at Farmington 20 Devonwood Drive, Farmington, CT, 06032
Brookdale Living Communities of Illinois-2960, LLC	The Hallmark 2960 North Lake Shore Drive, Chicago, IL, 60657

Landlord	Property Name and Address
Brookdale Living Communities of Illinois-II, LLC	Hawthorne Lakes 10 E. Hawthorn Parkway, Vernon Hills, IL, 60061
River Oaks Partners	The Heritage of Des Plaines 800 South River Road, Des Plaines, IL, 60016
Brookdale Living Communities of Illinois-HV, LLC	Kenwood of Lake View 3121 North Sheridan Road, Chicago, IL, 60657
Brookdale Living Communities of Washington-PP, LLC	Park Place 601 South Park Road, Spokane, WA, 99212
Brookdale Living Communities of New Mexico-SF, LLC	Ponce de Leon 640 Alta Vista, Santa Fe, NM, 87505
Brookdale Living Communities of Massachusetts-RB, LLC	River Bay Club 99 Brackett Street, Quincy, MA, 02169
Brookdale Living Communities of Arizona-EM, LLC	Springs at East Mesa 6220 East Broadway Rd, Mesa, AZ, 85206
Brookdale Living Communities of Illinois-HLAL, LLC	The Willows 10 E. Hawthorn Parkway, Vernon Hills, IL, 60061
Brookdale Living Communities of California-RC, LLC	Woodside Terrace 485 Woodside Road, Redwood City, CA, 94061

EX-31.1

Exhibit 31.1

I, Debra A. Cafaro, Chairman, President and Chief Executive Officer of Ventas, Inc., certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of Ventas, Inc.

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report, any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting, which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: October 28, 2005

/s/    DEBRA A. CAFARO        

Debra A. Cafaro

Chairman, President and Chief Executive Officer

EX-31.2

Exhibit 31.2

I, Richard A. Schweinhart, Senior Vice President and Chief Financial Officer of Ventas, Inc., certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of Ventas, Inc.

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report, any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting, which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: October 28, 2005

/s/    RICHARD A. SCHWEINHART        

Richard A. Schweinhart

Senior Vice President and Chief Financial Officer

EX-32.1

Exhibit 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report on Form 10-Q of Ventas, Inc. (the “Company”) for the period ended September 30, 2005 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Debra A. Cafaro, Chairman, President and Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: October 28, 2005

/s/    DEBRA A. CAFARO        

Debra A. Cafaro

Chairman, President and Chief Executive Officer

A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

EX-32.2

Exhibit 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report on Form 10-Q of Ventas, Inc. (the “Company”) for the period ended September 30, 2005 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Richard A. Schweinhart, Senior Vice President and Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: October 28, 2005

/s/    RICHARD A. SCHWEINHART        

Richard A. Schweinhart

Senior Vice President and Chief Financial Officer

A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.