FIRST SUPPLEMENTAL INDENTURE (Senior Notes due 2025)
Exihibit 4.5A
(Senior Notes due 2025)
THIS FIRST SUPPLEMENTAL INDENTURE (this “First Supplemental Indenture”) is dated as of November 25, 2014, among OMEGA HEALTHCARE INVESTORS, INC., a Maryland corporation (the “Issuer”), each of the SUBSIDIARY GUARANTORS listed on Schedule I hereto (collectively, the “Subsidiary Guarantors”), each of the companies listed on Schedule II hereto (collectively, the “New Subsidiaries”), and U.S. BANK NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States of America, as trustee (the “Trustee”).
W I T N E S S E T H :
WHEREAS, the Issuer and the Subsidiary Guarantors have heretofore executed and delivered to the Trustee an Indenture, dated as of September 11, 2014 (the “Indenture”), providing for the issuance of the Issuer’s 4.50% Senior Notes due 2025 (the “Notes”);
WHEREAS, Section 9.01 of the Indenture authorizes the Issuer, the Subsidiary Guarantors and the Trustee, together, to amend or supplement the Indenture, without notice to or consent of any Holder of the Notes, for the purpose of making any change that would not materially adversely affect the rights of any Holder of the Notes;
WHEREAS, pursuant to Section 4.14 of the Indenture, the New Subsidiaries are required to become Subsidiary Guarantors;
WHEREAS, in Section 1.01 of the Indenture, the term “Subsidiary Guarantors” is defined to include all Persons that become a Subsidiary Guarantor by the terms of the Indenture after the Closing Date; and
WHEREAS, Section 10.01 of the Indenture provides that each Subsidiary Guarantor shall be a guarantor of the Issuer’s obligations under the Notes, subject to the terms and conditions described in the Indenture.
NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Issuer, the Subsidiary Guarantors, the New Subsidiaries 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.
|
AMENDMENT TO GUARANTEE. The New Subsidiaries hereby agree, jointly and severally with all other Subsidiary Guarantors, to guarantee the Issuer’s obligations under the Notes on the terms and subject to the conditions set forth in the Indenture, and to be bound by, and to receive the benefit of, all other applicable provisions of the Indenture as Subsidiary Guarantors. Such guarantee shall be evidenced by the New Subsidiaries’ execution of Subsidiary Guarantees, the form of which is attached as Exhibit E to the Indenture, and shall be effective as of the date hereof.
|
|
3.
|
NO RECOURSE AGAINST OTHERS. No past, present or future director, officer, employee, partner, affiliate, beneficiary or stockholder of the New Subsidiaries, as such, shall have any liability for any obligations of the Issuer or any Subsidiary Guarantor under the Notes, any Guarantees, the Indenture or this First 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 and holding a Note, waives and releases all such liability. Such waiver and release are part of the consideration for the issuance of the Notes.
|
|
4.
|
NEW YORK LAW TO GOVERN. The laws of the State of New York shall govern and be used to construe this First Supplemental Indenture.
|
|
5.
|
COUNTERPARTS. The parties may sign any number of copies of this First Supplemental Indenture. Each signed copy shall be an original, but all of them together shall represent the same agreement.
|
|
6.
|
EFFECT OF HEADINGS. The Section headings herein are for convenience only and shall not affect the construction hereof.
|
|
7.
|
THE TRUSTEE. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this First Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Issuer, the Subsidiary Guarantors and the New Subsidiaries.
|
[Remainder of Page Intentionally Left Blank]
IN WITNESS WHEREOF, the parties hereto have caused this First Supplemental Indenture to be duly executed, all as of the date first above written.
| OMEGA HEALTHCARE INVESTORS, INC. | ||
|
|
By:
|
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ |
| Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ | ||
| Title: Chief Financial Officer and Treasurer | ||
On behalf of each Subsidiary Guarantor, its sole member, general partner or trustee, named on the attached Schedule I |
||
| By: | /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ | |
| Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ | ||
| Title: Chief Financial Officer and Treasurer | ||
On behalf of each of the New Subsidiaries or its sole member, named on the attached Schedule II |
||
| By: | /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ | |
| Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ | ||
| Title: Chief Financial Officer and Treasurer | ||
U.S. BANK NATIONAL ASSOCIATION, as Trustee |
||
| By: | /s/ ▇▇▇▇ ▇▇▇▇▇▇▇ | |
| Name: ▇▇▇▇ ▇▇▇▇▇▇▇ | ||
| Title: Vice President | ||
Schedule I
SUBSIDIARY GUARANTORS
|
Encanto
Senior Care, LLC
|
▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇, LLC
|
▇▇▇
▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, LLC
|
▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇, LLC
|
▇▇▇
▇▇▇▇▇ ▇▇▇▇, LLC
|
▇▇▇
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇, LLC
|
2425
Teller Avenue, LLC
|
Bayside
Colorado Healthcare Associates, Inc.
|
OHI
(Connecticut), Inc.
|
Bayside
Street II, Inc.
|
Carnegie
Gardens LLC
|
CFG
▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ LLC
|
CSE
Albany LLC
|
CSE
Amarillo LLC
|
CSE
Arden L.P.
|
CSE
Augusta LLC
|
CSE
Bedford LLC
|
CSE
Blountville LLC
|
CSE
Bolivar LLC
|
CSE
Cambridge LLC
|
CSE
Cambridge Realty LLC
|
CSE
Camden LLC
|
CSE
Canton LLC
|
CSE
Casablanca Holdings II LLC
|
CSE
Casablanca Holdings LLC
|
CSE
Cedar Rapids LLC
|
CSE
Centennial Village
|
CSE
Chelmsford LLC
|
CSE
Chesterton LLC
|
CSE
Claremont LLC
|
CSE
Corpus North LLC
|
CSE
Denver ▇▇▇▇▇ LLC
|
CSE
Denver LLC
|
CSE
▇▇▇▇▇▇▇ LLC
|
CSE
Elkton LLC
|
CSE
Elkton Realty LLC
|
CSE
Fairhaven LLC
|
CSE
Fort ▇▇▇▇▇ LLC
|
CSE
Frankston LLC
|
CSE
Georgetown LLC
|
CSE
Green Bay LLC
|
CSE
▇▇▇▇▇▇▇▇ LLC
|
CSE
Huntingdon LLC
|
CSE
Huntsville LLC
|
CSE
Indianapolis-Continental LLC
|
CSE
Indianapolis-Greenbriar LLC
|
CSE
Jacinto City LLC
|
CSE
Jefferson City LLC
|
CSE
Jeffersonville-Hillcrest Center LLC
|
CSE
Jeffersonville-▇▇▇▇▇▇▇▇ House LLC
|
CSE
Kerrville LLC
|
CSE
▇▇▇▇ ▇.▇.
|
CSE
Kingsport LLC
|
CSE
Knightdale L.P.
|
CSE
Lake City LLC
|
CSE
Lake Worth LLC
|
CSE
Lakewood LLC
|
CSE
Las Vegas LLC
|
CSE
Lawrenceburg LLC
|
CSE
Lenoir L.P.
|
CSE
Lexington Park LLC
|
CSE
Lexington Park Realty LLC
|
CSE
Ligonier LLC
|
CSE
Live Oak LLC
|
CSE
▇▇▇▇▇▇ LLC
|
CSE
▇▇▇▇▇▇▇▇ Holdings LLC
|
CSE
Memphis LLC
|
CSE
Mobile LLC
|
CSE
▇▇▇▇▇ LLC
|
CSE
North Carolina Holdings I LLC
|
CSE
North Carolina Holdings II LLC
|
CSE
Omro LLC
|
CSE
Orange Park LLC
|
CSE
Orlando-Pinar Terrace Manor LLC
|
CSE
Orlando-Terra Vista Rehab LLC
|
CSE
Pennsylvania Holdings
|
CSE
▇▇▇▇▇▇▇ LLC
|
CSE
Pilot Point LLC
|
CSE
Pine View LLC
|
CSE
Ponca City LLC
|
CSE
Port St. Lucie LLC
|
CSE
Richmond LLC
|
CSE
▇▇▇▇▇▇ LLC
|
CSE
Ripon LLC
|
CSE
▇▇▇▇▇▇▇ LLC
|
CSE
Salina LLC
|
CSE
Seminole LLC
|
CSE
Shawnee LLC
|
CSE
Spring Branch LLC
|
CSE
Stillwater LLC
|
CSE
Taylorsville LLC
|
CSE
Texarkana LLC
|
CSE
Texas City LLC
|
CSE
The Village LLC
|
CSE
Upland LLC
|
CSE
Walnut Cove L.P.
|
CSE
West Point LLC
|
CSE
Whitehouse LLC
|
CSE
Williamsport LLC
|
CSE
Winter Haven LLC
|
CSE
▇▇▇▇▇▇▇ ▇.▇.
|
CSE
Yorktown LLC
|
Desert
Lane LLC
|
Greenbough,
LLC
|
LAD
I Real Estate Company, LLC
|
North
Las Vegas LLC
|
NRS
Ventures, L.L.C.
|
OHI
Asset (AR) Ash Flat, LLC
|
OHI
Asset (AR) Camden, LLC
|
OHI
Asset (AR) ▇▇▇▇▇▇, LLC
|
OHI
Asset (AR) Des Arc, LLC
|
OHI
Asset (AR) Hot Springs, LLC
|
OHI
Asset (AR) Malvern, LLC
|
OHI
Asset (AR) Mena, LLC
|
OHI
Asset (AR) Pocahontas, LLC
|
OHI
Asset (AR) Sheridan, LLC
|
OHI
Asset (AR) Walnut Ridge, LLC
|
OHI
Asset (AZ) Austin House, LLC
|
OHI
Asset (CA), LLC
|
OHI
Asset (CO), LLC
|
OHI
Asset (CT) Lender, LLC
|
OHI
Asset (FL) Lake Placid, LLC
|
OHI
Asset (FL) Lender, LLC
|
OHI
Asset (FL), LLC
|
OHI
Asset (GA) ▇▇▇▇▇▇▇▇, LLC
|
OHI
Asset (GA) Snellville, LLC
|
OHI
Asset (ID) ▇▇▇▇▇, LLC
|
OHI
Asset (ID) Midland, LLC
|
OHI
Asset (ID), LLC
|
OHI
Asset (IL), LLC
|
OHI
Asset (IN) American Village, LLC
|
OHI
Asset (IN) ▇▇▇▇▇▇▇▇, LLC
|
OHI
Asset (IN) Beech Grove, LLC
|
OHI
Asset (IN) Clarksville, LLC
|
OHI
Asset (IN) Clinton, LLC
|
OHI
Asset (IN) Connersville, LLC
|
OHI
Asset (IN) Crown Point, LLC
|
OHI
Asset (IN) Eagle Valley, LLC
|
OHI
Asset (IN) Elkhart, LLC
|
OHI
Asset (IN) Forest Creek, LLC
|
OHI
Asset (IN) Fort ▇▇▇▇▇, LLC
|
OHI
Asset (IN) Franklin, LLC
|
OHI
Asset (IN) Greensburg, LLC
|
OHI
Asset (IN) Indianapolis, LLC
|
OHI
Asset (IN) Jasper, LLC
|
OHI
Asset (IN) Kokomo, LLC
|
OHI
Asset (IN) Lafayette, LLC
|
OHI
Asset (IN) Madison, LLC
|
OHI
Asset (IN) Monticello, LLC
|
OHI
Asset (IN) Noblesville, LLC
|
OHI
Asset (IN) Rosewalk, LLC
|
OHI
Asset (IN) Salem, LLC
|
OHI
Asset (IN) Seymour, LLC
|
OHI
Asset (IN) Spring Mill, LLC
|
OHI
Asset (IN) Terre Haute, LLC
|
OHI
Asset (IN) Wabash, LLC
|
OHI
Asset (IN) Westfield, LLC
|
OHI
Asset (IN) Zionsville, LLC
|
OHI
Asset (LA), LLC
|
OHI
Asset (MD), LLC
|
OHI
Asset (MI) ▇▇▇▇▇▇▇ Hills, LLC
|
OHI
Asset (MI), LLC
|
OHI
Asset (MO), LLC
|
OHI
Asset (MS) Byhalia, LLC
|
OHI
Asset (MS) Cleveland, LLC
|
OHI
Asset (MS) Clinton, LLC
|
OHI
Asset (MS) Columbia, LLC
|
OHI
Asset (MS) Corinth, LLC
|
OHI
Asset (MS) Greenwood, LLC
|
OHI
Asset (MS) Grenada, LLC
|
OHI
Asset (MS) ▇▇▇▇▇ Springs, LLC
|
OHI
Asset (MS) Indianola, LLC
|
OHI
Asset (MS) Natchez, LLC
|
OHI
Asset (MS) Picayune, LLC
|
OHI
Asset (MS) Vicksburg, LLC
|
OHI
Asset (MS) Yazoo City, LLC
|
OHI
Asset (NC) Wadesboro, LLC
|
OHI
Asset (OH) Lender, LLC
|
OHI
Asset (OH), LLC
|
OHI
Asset (OR) Portland, LLC
|
OHI
Asset (PA), LLC
|
OHI
Asset (SC) Aiken, LLC
|
OHI
Asset (SC) ▇▇▇▇▇▇▇▇, LLC
|
OHI
Asset (SC) ▇▇▇▇▇▇ ▇▇▇▇, LLC
|
OHI
Asset (SC) Easley Crestview, LLC
|
OHI
Asset (SC) Edgefield, LLC
|
OHI
Asset (SC) Greenville ▇▇▇▇▇▇▇▇, LLC
|
OHI
Asset (SC) Greenville Laurens, LLC
|
OHI
Asset (SC) Greenville North, LLC
|
OHI
Asset (SC) Greer, LLC
|
OHI
Asset (SC) Marietta, LLC
|
OHI
Asset (SC) ▇▇▇▇▇▇▇▇▇, LLC
|
OHI
Asset (SC) ▇▇▇▇▇▇▇ East Cedar, LLC
|
OHI
Asset (SC) ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, LLC
|
OHI
Asset (SC) Piedmont, LLC
|
OHI
Asset (SC) Simpsonville SE Main, LLC
|
OHI
Asset (SC) Simpsonville West Broad, LLC
|
OHI
Asset (SC) Simpsonville ▇▇▇▇ ▇▇▇▇▇▇, LLC
|
OHI
Asset (TN) ▇▇▇▇▇▇▇▇, LLC
|
OHI
Asset (TN) Collierville, LLC
|
OHI
Asset (TN) Memphis, LLC
|
OHI
Asset (TX) ▇▇▇▇▇▇▇▇, LLC
|
OHI
Asset (TX) ▇▇▇▇▇, LLC
|
OHI
Asset (TX) ▇▇▇▇▇▇▇▇, LLC
|
OHI
Asset (TX) College Station, LLC
|
OHI
Asset (TX) Comfort, LLC
|
OHI
Asset (TX) Diboll, LLC
|
OHI
Asset (TX) Granbury, LLC
|
OHI
Asset (TX) Hondo, LLC
|
OHI
Asset (TX) Italy, LLC
|
OHI
Asset (TX) Winnsboro, LLC
|
OHI
Asset (TX), LLC
|
OHI
Asset (UT) ▇▇▇▇▇, LLC
|
OHI
Asset (UT) Provo, LLC
|
OHI
Asset (UT) ▇▇▇, LLC
|
OHI
Asset (VA) Charlottesville, LLC
|
OHI
Asset (VA) Farmville, LLC
|
OHI
Asset (VA) Hillsville, LLC
|
OHI
Asset (VA) Rocky Mount, LLC
|
OHI
Asset (WA) Battle Ground, LLC
|
OHI
Asset CSB LLC
|
OHI
Asset CSE – E, LLC
|
OHI
Asset CSE – U, LLC
|
OHI
Asset HUD CFG, LLC
|
OHI
Asset HUD Delta, LLC
|
OHI
Asset HUD SF CA, LLC
|
OHI
Asset HUD SF, LLC
|
OHI
Asset HUD WO, LLC
|
OHI
Asset II (CA), LLC
|
OHI
Asset II (FL), LLC
|
OHI
Asset RO PMM Services, LLC
|
OHI
Asset RO, LLC
|
OHI
Asset, LLC
|
OHI
Mezz Lender, LLC
|
Panama
City Nursing Center LLC
|
▇▇▇▇▇▇
▇▇▇▇▇▇▇▇ LLC
|
Suwanee,
LLC
|
Florida
Real Estate Company, LLC
|
Pensacola
Real Estate Holdings I, Inc.
|
Pensacola
Real Estate Holdings II, Inc.
|
Pensacola
Real Estate Holdings III, Inc.
|
Pensacola
Real Estate Holdings IV, Inc.
|
Pensacola
Real Estate Holdings V, Inc.
|
Skyler
Pensacola, Inc.
|
OHI
(Illinois), Inc.
|
OHI
(Indiana), Inc.
|
OHI
(Iowa), Inc.
|
Sterling
Acquisition Corp.
|
▇▇
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇, LLC
|
Arizona
Lessor - Infinia, Inc.
|
Bayside
Street, Inc.
|
Colorado
Lessor - Conifer, Inc.
|
Delta
Investors I, LLC
|
Delta
Investors II, LLC
|
Florida
Lessor – Meadowview, Inc.
|
▇▇▇▇▇▇▇
▇▇▇▇▇▇ - Bonterra/Parkview, Inc.
|
Indiana
Lessor – Wellington Manor, Inc.
|
OHI
Asset (PA) Trust
|
OHI
Asset II (PA) Trust
|
OHI
Asset III (PA) Trust
|
OHI
Asset IV (PA) Silver Lake Trust
|
OHI
Tennessee, Inc.
|
Omega
TRS I, Inc.
|
Texas
Lessor – Stonegate GP, Inc.
|
Texas
Lessor – Stonegate, Limited, Inc.
|
Texas
Lessor – Stonegate, ▇▇
|
▇▇▇▇▇▇▇▇▇▇
Lessor – Silverdale, Inc.
|
OHIMA,
Inc.
|
▇▇▇▇
▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇. LLC
|
▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇. LLC
|
▇▇▇▇▇
▇▇▇▇▇ House Nursing Home, Inc.
|
Ocean
Springs Nursing Home, Inc.
|
▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, Inc.
|
Skyler
Florida, Inc.
|
Canton
Health Care Land, Inc.
|
Colonial
Gardens, LLC
|
▇▇▇▇▇
Health Care Center, Inc.
|
▇▇▇▇▇▇
I Land, Inc.
|
▇▇▇▇▇▇
II Land, Inc.
|
▇▇▇▇▇▇
III Land, Inc.
|
Leatherman
90-1, Inc.
|
Leatherman
Partnership 89-1, Inc.
|
Leatherman
Partnership 89-2, Inc.
|
Meridian
Arms Land, Inc.
|
Orange
Village Care Center, Inc.
|
St.
Mary’s Properties, Inc.
|
The
Suburban Pavilion, Inc.
|
Wilcare,
LLC
|
Pavillion
North Partners, Inc.
|
Pavillion
North, LLP
|
Pavillion
Nursing Center North, Inc.
|
OHI
Asset (GA) Macon, LLC
OHI
Asset (SC) Greenville, LLC
OHI
Asset (SC) Orangeburg, LLC
OHI
Asset (WV) Danville, LLC
OHI
Asset (WV) Ivydale, LLC
OHI
Mezz Lender, LLC
Schedule
II
NEW
SUBSIDIARIES
▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, LLC
|
▇▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇▇, LLC
|
Golden
Hill Real Estate Company, LLC
|
▇▇▇▇
▇ ▇▇▇▇▇▇, LLC
|
PV
Realty–Willow Tree, LLC
|
SECOND SUPPLEMENTAL INDENTURE
(Senior Notes due 2025)
THIS SECOND SUPPLEMENTAL INDENTURE (this “Second Supplemental Indenture”) is dated as of January 23, 2015, among OMEGA HEALTHCARE INVESTORS, INC., a Maryland corporation (the “Issuer”), each of the SUBSIDIARY GUARANTORS listed on Schedule I hereto (collectively, the “Subsidiary Guarantors”), each of the companies listed on Schedule II hereto (collectively, the “New Subsidiaries”), and U.S. BANK NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States of America, as trustee (the “Trustee”).
W I T N E S S E T H :
WHEREAS, the Issuer and the Subsidiary Guarantors have heretofore executed and delivered to the Trustee an Indenture, dated as of September 11, 2014 (as supplemented by that First Supplemental Indenture, dated as of November 25, 2014, the “Indenture”), providing for the issuance of the Issuer’s 4.50% Senior Notes due 2025 (the “Notes”);
WHEREAS, Section 9.01 of the Indenture authorizes the Issuer, the Subsidiary Guarantors and the Trustee, together, to amend or supplement the Indenture, without notice to or consent of any Holder of the Notes, for the purpose of making any change that would not materially adversely affect the rights of any Holder of the Notes;
WHEREAS, pursuant to Section 4.14 of the Indenture, the New Subsidiaries are required to become Subsidiary Guarantors;
WHEREAS, in Section 1.01 of the Indenture, the term “Subsidiary Guarantors” is defined to include all Persons that become a Subsidiary Guarantor by the terms of the Indenture after the Closing Date; and
WHEREAS, Section 10.01 of the Indenture provides that each Subsidiary Guarantor shall be a guarantor of the Issuer’s obligations under the Notes, subject to the terms and conditions described in the Indenture.
NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Issuer, the Subsidiary Guarantors, the New Subsidiaries 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. | AMENDMENT TO GUARANTEE. The New Subsidiaries hereby agree, jointly and severally with all other Subsidiary Guarantors, to guarantee the Issuer’s obligations under the Notes on the terms and subject to the conditions set forth in the Indenture, and to be bound by, and to receive the benefit of, all other applicable provisions of the Indenture as Subsidiary Guarantors. Such guarantee shall be evidenced by the New Subsidiaries’ execution of Subsidiary Guarantees, the form of which is attached as Exhibit E to the Indenture, and shall be effective as of the date hereof. |
| 3. | NO RECOURSE AGAINST OTHERS. No past, present or future director, officer, employee, incorporator, stockholder, member, manager or controlling person of the New Subsidiaries, as such, shall have any liability for any obligations of the Issuer or any Subsidiary Guarantor under the Notes, any Guarantees, the Indenture or this Second 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 and holding a Note, waives and releases all such liability. Such waiver and release are part of the consideration for the issuance of the Notes. |
| 4. | NEW YORK LAW TO GOVERN. The laws of the State of New York shall govern and be used to construe this Second Supplemental Indenture. |
| 5. | COUNTERPARTS. The parties may sign any number of copies of this Second Supplemental Indenture. Each signed copy shall be an original, but all of them together shall represent the same agreement. |
| 6. | EFFECT OF HEADINGS. The Section headings herein are for convenience only and shall not affect the construction hereof. |
| 7. | THE TRUSTEE. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Second Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Issuer, the Subsidiary Guarantors and the New Subsidiaries. |
[Remainder of Page Intentionally Left Blank]
IN WITNESS WHEREOF, the parties hereto have caused this Second Supplemental Indenture to be duly executed, all as of the date first above written.
|
OMEGA HEALTHCARE INVESTORS, INC.
|
|||
|
By:
|
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
|
||
|
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
|
|||
|
Title: Chief Financial Officer and Treasurer
|
|||
|
On behalf of each Subsidiary Guarantor, its sole
member, managing member, general partner or
trustee, named on the attached Schedule I
|
|||
| By: |
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
|
||
|
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
|
|||
|
Title: Chief Financial Officer and Treasurer
|
|||
|
Each of the following New Subsidiaries:
|
|||
|
BAYLA CYNWYD REAL ESTATE, LP
OHI ASSET (PA) WEST MIFFLIN, LP
|
|||
| By: | OHI Asset (PA) West Mifflin, LP, as general partner | ||
| By: |
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
|
||
|
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
|
|||
|
Title: Chief Financial Officer and Treasurer
|
|||
|
OHI HEALTHCARE PROPERTIES LIMITED
PARTNERSHIP, L.P.
|
|||
| By: | Omega Healthcare Investors, Inc., as general partner | ||
| By: |
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
|
||
|
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
|
|||
|
Title: Chief Financial Officer and Treasurer
|
|||
[Signatures continued on the following page]
|
On behalf of each of the other New Subsidiaries,
its sole member or managing member, named on
the attached Schedule II
|
|||
| By: |
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
|
||
|
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
|
|||
|
Title: Chief Financial Officer and Treasurer
|
|||
|
U.S. BANK NATIONAL ASSOCIATION,
as Trustee
|
|||
| By: |
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇
|
||
|
Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇
|
|||
|
Title: Vice President
|
|||
Schedule I
SUBSIDIARY GUARANTORS
|
Encanto Senior Care, LLC
|
|
▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, LLC
|
|
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, LLC
|
|
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇, LLC
|
|
▇▇▇ ▇▇▇▇▇ ▇▇▇▇, LLC
|
|
▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇, LLC
|
|
2425 Teller Avenue, LLC
|
|
Bayside Colorado Healthcare Associates, Inc.
|
|
OHI (Connecticut), Inc.
|
|
Bayside Street II, Inc.
|
|
Carnegie Gardens LLC
|
|
CFG ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ LLC
|
|
CSE Albany LLC
|
|
CSE Amarillo LLC
|
|
CSE Arden L.P.
|
|
CSE Augusta LLC
|
|
CSE Bedford LLC
|
|
CSE Blountville LLC
|
|
CSE Bolivar LLC
|
|
CSE Cambridge LLC
|
|
CSE Cambridge Realty LLC
|
|
CSE Camden LLC
|
|
CSE Canton LLC
|
|
CSE Casablanca Holdings II LLC
|
|
CSE Casablanca Holdings LLC
|
|
CSE Cedar Rapids LLC
|
|
CSE Centennial Village
|
|
CSE Chelmsford LLC
|
|
CSE Chesterton LLC
|
|
CSE Claremont LLC
|
|
CSE Corpus North LLC
|
|
CSE Denver ▇▇▇▇▇ LLC
|
|
CSE Denver LLC
|
|
CSE ▇▇▇▇▇▇▇ LLC
|
|
CSE Elkton LLC
|
|
CSE Elkton Realty LLC
|
|
CSE Fairhaven LLC
|
|
CSE Fort ▇▇▇▇▇ LLC
|
|
CSE Frankston LLC
|
|
CSE Georgetown LLC
|
|
CSE Green Bay LLC
|
|
CSE ▇▇▇▇▇▇▇▇ LLC
|
|
CSE Huntingdon LLC
|
|
CSE Huntsville LLC
|
|
CSE Indianapolis-Continental LLC
|
|
CSE Indianapolis-Greenbriar LLC
|
|
CSE Jacinto City LLC
|
|
CSE Jefferson City LLC
|
|
CSE Jeffersonville-Hillcrest Center LLC
|
|
CSE Jeffersonville-▇▇▇▇▇▇▇▇ House LLC
|
|
CSE Kerrville LLC
|
|
CSE ▇▇▇▇ ▇.▇.
|
|
CSE Kingsport LLC
|
|
CSE Knightdale L.P.
|
|
CSE Lake City LLC
|
|
CSE Lake Worth LLC
|
|
CSE Lakewood LLC
|
|
CSE Las Vegas LLC
|
|
CSE Lawrenceburg LLC
|
|
CSE Lenoir L.P.
|
|
CSE Lexington Park LLC
|
|
CSE Lexington Park Realty LLC
|
|
CSE Ligonier LLC
|
|
CSE Live Oak LLC
|
|
CSE ▇▇▇▇▇▇ LLC
|
|
CSE ▇▇▇▇▇▇▇▇ Holdings LLC
|
|
CSE Memphis LLC
|
|
CSE Mobile LLC
|
|
CSE ▇▇▇▇▇ LLC
|
|
CSE North Carolina Holdings I LLC
|
|
CSE North Carolina Holdings II LLC
|
|
CSE Omro LLC
|
|
CSE Orange Park LLC
|
|
CSE Orlando-Pinar Terrace Manor LLC
|
|
CSE Orlando-Terra Vista Rehab LLC
|
|
CSE Pennsylvania Holdings
|
|
CSE ▇▇▇▇▇▇▇ LLC
|
|
CSE Pilot Point LLC
|
|
CSE Pine View LLC
|
|
CSE Ponca City LLC
|
|
CSE Port St. Lucie LLC
|
|
CSE Richmond LLC
|
|
CSE ▇▇▇▇▇▇ LLC
|
|
CSE Ripon LLC
|
|
CSE ▇▇▇▇▇▇▇ LLC
|
|
CSE Salina LLC
|
|
CSE Seminole LLC
|
|
CSE Shawnee LLC
|
|
CSE Spring Branch LLC
|
|
CSE Stillwater LLC
|
|
CSE Taylorsville LLC
|
|
CSE Texarkana LLC
|
|
CSE Texas City LLC
|
|
CSE The Village LLC
|
|
CSE Upland LLC
|
|
CSE Walnut Cove L.P.
|
|
CSE West Point LLC
|
|
CSE Whitehouse LLC
|
|
CSE Williamsport LLC
|
|
CSE Winter Haven LLC
|
|
CSE ▇▇▇▇▇▇▇ ▇.▇.
|
|
CSE Yorktown LLC
|
|
Desert Lane LLC
|
|
Greenbough, LLC
|
|
LAD I Real Estate Company, LLC
|
|
North Las Vegas LLC
|
|
NRS Ventures, L.L.C.
|
|
OHI Asset (AR) Ash Flat, LLC
|
|
OHI Asset (AR) Camden, LLC
|
|
OHI Asset (AR) ▇▇▇▇▇▇, LLC
|
|
OHI Asset (AR) Des Arc, LLC
|
|
OHI Asset (AR) Hot Springs, LLC
|
|
OHI Asset (AR) Malvern, LLC
|
|
OHI Asset (AR) Mena, LLC
|
|
OHI Asset (AR) Pocahontas, LLC
|
|
OHI Asset (AR) Sheridan, LLC
|
|
OHI Asset (AR) Walnut Ridge, LLC
|
|
OHI Asset (AZ) Austin House, LLC
|
|
OHI Asset (CA), LLC
|
|
OHI Asset (CO), LLC
|
|
OHI Asset (CT) Lender, LLC
|
|
OHI Asset (FL) Lake Placid, LLC
|
|
OHI Asset (FL) Lender, LLC
|
|
OHI Asset (FL), LLC
|
|
OHI Asset (GA) ▇▇▇▇▇▇▇▇, LLC
|
|
OHI Asset (GA) Snellville, LLC
|
|
OHI Asset (ID) ▇▇▇▇▇, LLC
|
|
OHI Asset (ID) Midland, LLC
|
|
OHI Asset (ID), LLC
|
|
OHI Asset (IL), LLC
|
|
OHI Asset (IN) American Village, LLC
|
|
OHI Asset (IN) ▇▇▇▇▇▇▇▇, LLC
|
|
OHI Asset (IN) Beech Grove, LLC
|
|
OHI Asset (IN) Clarksville, LLC
|
|
OHI Asset (IN) Clinton, LLC
|
|
OHI Asset (IN) Connersville, LLC
|
|
OHI Asset (IN) Crown Point, LLC
|
|
OHI Asset (IN) Eagle Valley, LLC
|
|
OHI Asset (IN) Elkhart, LLC
|
|
OHI Asset (IN) Forest Creek, LLC
|
|
OHI Asset (IN) Fort ▇▇▇▇▇, LLC
|
|
OHI Asset (IN) Franklin, LLC
|
|
OHI Asset (IN) Greensburg, LLC
|
|
OHI Asset (IN) Indianapolis, LLC
|
|
OHI Asset (IN) Jasper, LLC
|
|
OHI Asset (IN) Kokomo, LLC
|
|
OHI Asset (IN) Lafayette, LLC
|
|
OHI Asset (IN) Madison, LLC
|
|
OHI Asset (IN) Monticello, LLC
|
|
OHI Asset (IN) Noblesville, LLC
|
|
OHI Asset (IN) Rosewalk, LLC
|
|
OHI Asset (IN) Salem, LLC
|
|
OHI Asset (IN) Seymour, LLC
|
|
OHI Asset (IN) Spring Mill, LLC
|
|
OHI Asset (IN) Terre Haute, LLC
|
|
OHI Asset (IN) Wabash, LLC
|
|
OHI Asset (IN) Westfield, LLC
|
|
OHI Asset (IN) Zionsville, LLC
|
|
OHI Asset (LA), LLC
|
|
OHI Asset (MD), LLC
|
|
OHI Asset (MI) ▇▇▇▇▇▇▇ Hills, LLC
|
|
OHI Asset (MI), LLC
|
|
OHI Asset (MO), LLC
|
|
OHI Asset (MS) Byhalia, LLC
|
|
OHI Asset (MS) Cleveland, LLC
|
|
OHI Asset (MS) Clinton, LLC
|
|
OHI Asset (MS) Columbia, LLC
|
|
OHI Asset (MS) Corinth, LLC
|
|
OHI Asset (MS) Greenwood, LLC
|
|
OHI Asset (MS) Grenada, LLC
|
|
OHI Asset (MS) ▇▇▇▇▇ Springs, LLC
|
|
OHI Asset (MS) Indianola, LLC
|
|
OHI Asset (MS) Natchez, LLC
|
|
OHI Asset (MS) Picayune, LLC
|
|
OHI Asset (MS) Vicksburg, LLC
|
|
OHI Asset (MS) Yazoo City, LLC
|
|
OHI Asset (NC) Wadesboro, LLC
|
|
OHI Asset (OH) Lender, LLC
|
|
OHI Asset (OH), LLC
|
|
OHI Asset (OR) Portland, LLC
|
|
OHI Asset (PA), LLC
|
|
OHI Asset (SC) Aiken, LLC
|
|
OHI Asset (SC) ▇▇▇▇▇▇▇▇, LLC
|
|
OHI Asset (SC) ▇▇▇▇▇▇ ▇▇▇▇, LLC
|
|
OHI Asset (SC) Easley Crestview, LLC
|
|
OHI Asset (SC) Edgefield, LLC
|
|
OHI Asset (SC) Greenville ▇▇▇▇▇▇▇▇, LLC
|
|
OHI Asset (SC) Greenville Laurens, LLC
|
|
OHI Asset (SC) Greenville North, LLC
|
|
OHI Asset (SC) Greer, LLC
|
|
OHI Asset (SC) Marietta, LLC
|
|
OHI Asset (SC) ▇▇▇▇▇▇▇▇▇, LLC
|
|
OHI Asset (SC) ▇▇▇▇▇▇▇ East Cedar, LLC
|
|
OHI Asset (SC) ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, LLC
|
|
OHI Asset (SC) Piedmont, LLC
|
|
OHI Asset (SC) Simpsonville SE Main, LLC
|
|
OHI Asset (SC) Simpsonville West Broad, LLC
|
|
OHI Asset (SC) Simpsonville ▇▇▇▇ ▇▇▇▇▇▇, LLC
|
|
OHI Asset (TN) ▇▇▇▇▇▇▇▇, LLC
|
|
OHI Asset (TN) Collierville, LLC
|
|
OHI Asset (TN) Memphis, LLC
|
|
OHI Asset (TX) ▇▇▇▇▇▇▇▇, LLC
|
|
OHI Asset (TX) ▇▇▇▇▇, LLC
|
|
OHI Asset (TX) ▇▇▇▇▇▇▇▇, LLC
|
|
OHI Asset (TX) College Station, LLC
|
|
OHI Asset (TX) Comfort, LLC
|
|
OHI Asset (TX) Diboll, LLC
|
|
OHI Asset (TX) Granbury, LLC
|
|
OHI Asset (TX) Hondo, LLC
|
|
OHI Asset (TX) Italy, LLC
|
|
OHI Asset (TX) Winnsboro, LLC
|
|
OHI Asset (TX), LLC
|
|
OHI Asset (UT) ▇▇▇▇▇, LLC
|
|
OHI Asset (UT) Provo, LLC
|
|
OHI Asset (UT) ▇▇▇, LLC
|
|
OHI Asset (VA) Charlottesville, LLC
|
|
OHI Asset (VA) Farmville, LLC
|
|
OHI Asset (VA) Hillsville, LLC
|
|
OHI Asset (VA) Rocky Mount, LLC
|
|
OHI Asset (WA) Battle Ground, LLC
|
|
OHI Asset CSB LLC
|
|
OHI Asset CSE – E, LLC
|
|
OHI Asset CSE – U, LLC
|
|
OHI Asset HUD CFG, LLC
|
|
OHI Asset HUD Delta, LLC
|
|
OHI Asset HUD SF CA, LLC
|
|
OHI Asset HUD SF, LLC
|
|
OHI Asset HUD WO, LLC
|
|
OHI Asset II (CA), LLC
|
|
OHI Asset II (FL), LLC
|
|
OHI Asset RO PMM Services, LLC
|
|
OHI Asset RO, LLC
|
|
OHI Asset, LLC
|
|
OHI Mezz Lender, LLC
|
|
Panama City Nursing Center LLC
|
|
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLC
|
|
Suwanee, LLC
|
|
Florida Real Estate Company, LLC
|
|
Pensacola Real Estate Holdings I, Inc.
|
|
Pensacola Real Estate Holdings II, Inc.
|
|
Pensacola Real Estate Holdings III, Inc.
|
|
Pensacola Real Estate Holdings IV, Inc.
|
|
Pensacola Real Estate Holdings V, Inc.
|
|
Skyler Pensacola, Inc.
|
|
OHI (Illinois), Inc.
|
|
OHI (Indiana), Inc.
|
|
OHI (Iowa), Inc.
|
|
Sterling Acquisition Corp.
|
|
▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇, LLC
|
|
Arizona Lessor - Infinia, Inc.
|
|
Bayside Street, Inc.
|
|
Colorado Lessor - Conifer, Inc.
|
|
Delta Investors I, LLC
|
|
Delta Investors II, LLC
|
|
Florida Lessor – Meadowview, Inc.
|
|
▇▇▇▇▇▇▇ ▇▇▇▇▇▇ - Bonterra/Parkview, Inc.
|
|
Indiana Lessor – Wellington Manor, Inc.
|
|
OHI Asset (PA) Trust
|
|
OHI Asset II (PA) Trust
|
|
OHI Asset III (PA) Trust
|
|
OHI Asset IV (PA) Silver Lake Trust
|
|
OHI Tennessee, Inc.
|
|
Omega TRS I, Inc.
|
|
Texas Lessor – Stonegate GP, Inc.
|
|
Texas Lessor – Stonegate, Limited, Inc.
|
|
Texas Lessor – Stonegate, ▇▇
|
|
▇▇▇▇▇▇▇▇▇▇ Lessor – Silverdale, Inc.
|
|
OHIMA, Inc.
|
|
▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇. LLC
|
|
▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇. LLC
|
|
▇▇▇▇▇ ▇▇▇▇▇ House Nursing Home, Inc.
|
|
Ocean Springs Nursing Home, Inc.
|
|
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, Inc.
|
|
Skyler Florida, Inc.
|
|
Canton Health Care Land, Inc.
|
|
Colonial Gardens, LLC
|
|
▇▇▇▇▇ Health Care Center, Inc.
|
|
▇▇▇▇▇▇ I Land, Inc.
|
|
▇▇▇▇▇▇ II Land, Inc.
|
|
▇▇▇▇▇▇ III Land, Inc.
|
|
Leatherman 90-1, Inc.
|
|
Leatherman Partnership 89-1, Inc.
|
|
Leatherman Partnership 89-2, Inc.
|
|
Meridian Arms Land, Inc.
|
|
Orange Village Care Center, Inc.
|
|
St. Mary’s Properties, Inc.
|
|
The Suburban Pavilion, Inc.
|
|
Wilcare, LLC
|
|
Pavillion North Partners, Inc.
|
|
Pavillion North, LLP
|
|
Pavillion Nursing Center North, Inc.
|
OHI Asset (GA) Macon, LLC
OHI Asset (SC) Greenville, LLC
OHI Asset (SC) Orangeburg, LLC
OHI Asset (WV) Danville, LLC
OHI Asset (WV) Ivydale, LLC
OHI Mezz Lender, LLC
|
▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, LLC
|
|
▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, LLC
|
|
Golden Hill Real Estate Company, LLC
|
|
▇▇▇▇ ▇ ▇▇▇▇▇▇, LLC
|
|
PV Realty–Willow Tree, LLC
|
Schedule II
NEW SUBSIDIARIES
Bala Cynwyd Real Estate, LP
Hot Springs Atrium Owner, LLC
Hot Springs Cottages Owner, LLC
Hot Springs Marina Owner, LLC
OHI Asset (OR) Troutdale, LLC
OHI Asset (PA) GP, LLC
OHI Asset (PA) West Mifflin, LP
OHI Asset (TN) Jefferson City, LLC
OHI Asset CHG ALF, LLC
OHI Asset Management, LLC
OHI Healthcare Properties Holdco, Inc.
OHI Healthcare Properties Limited Partnership, L.P.