10-K: Annual report pursuant to Section 13 and 15(d)
Published on March 1, 2010
FOURTH
SUPPLEMENTAL INDENTURE
(Senior
Notes due 2014)
THIS FOURTH SUPPLEMENTAL INDENTURE
(this “Fourth
Supplemental Indenture”) is dated as of January 7, 2010, 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 NEW SUBSIDIARIES 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 March 22, 2004 (as amended by the First Supplemental
Indenture dated as of July 20, 2004, and as further amended by the Second
Supplemental Indenture dated as of November 5, 2004, and the Third Supplemental
Indenture dated as of December 1, 2005, the “Indenture”),
providing for the issuance of the Issuer’s 7% Senior Notes due 2014 (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, the Issuer has
recently created or acquired, as appropriate, the New Subsidiaries, which are
required to become Subsidiary Guarantors pursuant to Section 4.14 of the
Indenture;
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;
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 a Subsidiary
Guarantor. Such guarantees shall be evidenced by the respective
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 Fourth 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 Fourth Supplemental
Indenture.
|
|
5.
|
COUNTERPARTS. The
parties may sign any number of copies of this Fourth 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 Fourth
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 Fourth Supplemental Indenture to be duly executed and attested,
all as of the date first above written.
OMEGA
HEALTHCARE INVESTORS, INC.
By:
_________________________________
Name:
_______________________________
Title:
________________________________
On
behalf of each Subsidiary Guarantor, or its sole member, general partner or
trustee, named on the attached Schedule I
By:
_________________________________
Name:
_______________________________
Title:
________________________________
On
behalf of each New Subsidiary, its sole member, general partner or trustee,
named on the attached Schedule II
By:
_________________________________
Name:
_______________________________
Title:
________________________________
U.S.
BANK NATIONAL ASSOCIATION,
as
Trustee
By:
_________________________________
Name:
_______________________________
Title:
________________________________
Schedule
I
SUBSIDIARY
GUARANTORS
|
Omega
Healthcare Investors, Inc.
Arizona
Lessor - Infinia, Inc.
Bayside
Alabama Healthcare Second, Inc.
Bayside
Arizona Healthcare Associates, Inc.
Bayside
Arizona Healthcare Second, Inc.
Bayside
Colorado Healthcare Associates, Inc.
Bayside
Colorado Healthcare Second, Inc.
Bayside
Indiana Healthcare Associates, Inc.
Bayside
Street II, Inc.
Bayside
Street, Inc.
Center
Healthcare Associates, Inc.
Cherry
Street - Skilled Nursing, Inc.
Colorado
Lessor - Conifer, Inc.
Dallas
Skilled Nursing, Inc.
Delta
Investors I, LLC
Delta
Investors II, LLC
Florida
Lessor - Crystal Springs, Inc.
Florida
Lessor - Emerald, Inc.
Florida
Lessor - Lakeland, Inc.
Florida
Lessor - Meadowview, Inc.
Florida
Lessor - West Palm Beach and Southpoint, Inc.*
Georgia
Lessor - Bonterra/Parkview, Inc.
Heritage
Texarkana Healthcare Associates, Inc.
Indiana
Lessor - Jeffersonville, Inc.
Indiana
Lessor - Wellington Manor, Inc.
Jefferson
Clark, Inc.
Lake
Park Skilled Nursing, Inc.
Long
Term Care - Michigan, Inc.
Long
Term Care - North Carolina, Inc.
Long
Term Care Associates - Illinois, Inc.
Long
Term Care Associates - Indiana, Inc.
Long
Term Care Associates - Texas, Inc.
NRS
Ventures, L.L.C.
OHI
(Connecticut), Inc.
OHI
(Florida), Inc.
OHI
(Illinois), Inc.
OHI
(Indiana), Inc.
OHI
(Iowa), Inc.
OHI
(Kansas), Inc.
OHI
Asset (CA), LLC
OHI
Asset (PA), LLC (f/k/a OHI Asset (FL) Tarpon Springs, Pinellas Park &
Gainesville, LLC)
OHI
Asset (FL), LLC
OHI
Asset (ID), LLC
OHI
Asset (IN), LLC
OHI
Asset (LA), LLC
OHI
Asset (MI/NC), LLC
OHI
Asset (MO), LLC
OHI
Asset (OH), LLC
OHI
Asset (TX), LLC
OHI
Asset II (CA), LLC
OHI
Asset II (TX), LLC*
OHI
Asset, LLC
OHI
of Kentucky, Inc.
OHI
of Texas, Inc.
OHI
Sunshine, Inc.
OHIMA,
Inc.
Omega
(Kansas), Inc.
Omega
Acquisition Facility I, LLC
Omega
TRS I, Inc.
OS
Leasing Company
Parkview
- Skilled Nursing, Inc.
Pine
Texarkana Healthcare Associates, Inc.
Reunion
Texarkana Healthcare Associates, Inc.
San
Augustine Healthcare Associates, Inc.
Skilled
Nursing - Gaston, Inc.
Skilled
Nursing - Herrin, Inc.
Skilled
Nursing - Hicksville, Inc.
Skilled
Nursing - Paris, Inc.
South
Athens Healthcare Associates, Inc.
Sterling
Acquisition Corp.
Sterling
Acquisition Corp. II
Texas
Lessor - Stonegate GP, Inc.
Texas
Lessor - Stonegate Limited, Inc.
Texas
Lessor - Stonegate, L.P.
Texas
Lessor - Treemont, Inc.
Washington
Lessor - Silverdale, Inc.
Waxahachie
Healthcare Associates, Inc.
West
Athens Healthcare Associates, Inc.
OHI
Asset (OH) New Philadelphia, LLC
OHI
Asset (OH) Lender, LLC
OHI
Asset (PA) Trust
Baldwin
Health Center, Inc.
Canton
Health Care Land, Inc.
Dixon
Health Care Center, Inc.
Hanover
House, Inc.
House
of Hanover, Ltd.
Hutton
I Land, Inc.
Hutton
II Land, Inc.
Hutton
III Land, Inc.
Leatherman
90-1, Inc.
Leatherman
Partnership 89-1, Inc.
Leatherman
Partnership 89-2, Inc.
Meridian
Arms Land, Inc.
OHI
Asset (CT) Lender, LLC
OHI
Asset II (PA) Trust
OHI
Asset III (PA) Trust
Orange
Village Care Center, Inc.
Pavillion
North, LLP
Pavillion
North Partners, Inc.
Pavillion
Nursing Center North, Inc.
St.
Mary’s Properties, Inc.
Wilcare,
LLC
Colonial
Gardens, LLC
Copley
Health Center, Inc.
The
Suburban Pavilion, Inc.
*Subsidiary
was merged with and into another subsidiary wholly owned by Omega
Healthcare Investors, Inc.
|
Schedule
II
NEW
SUBSIDIARIES
Carnegie
Gardens LLC
CSE
Anchorage LLC
CSE Crane
LLC
CSE
Blountville LLC
CSE
Bolivar LLC
CSE
Camden LLC
CSE
Denver Iliff LLC
CSE
Fairhaven LLC
CSE
Huntingdon LLC
CSE
Jefferson City LLC
CSE
Marianna Holdings LLC
CSE
Memphis LLC
CSE
Ripley LLC
CSE
Texarkana LLC
CSE West
Point LLC
CSE
Whitehouse LLC
Greenbough,
LLC
Panama
City Nursing Center LLC
Skyler
Maitland LLC
Suwanee,
LLC
Florida
Real Estate Company, LLC
LAD I
Real Estate Company, LLC
Silver
Lake Real Estate, LLC
CSE
Centennial Village
CSE
Corpus North LLC
CSE
Jacinto City LLC
CSE
Kerrville LLC
CSE
Pennsylvania Holdings
CSE Ripon
LLC
CSE
Spring Branch LLC
CSE The
Village LLC
CSE
Williamsport LLC
Desert
Lane, LLC
North Las
Vegas LLC
OHI Asset
CSE-E, LLC
OHI Asset
CSE-U, LLC
FIFTH
SUPPLEMENTAL INDENTURE
(Senior
Notes due 2014)
THIS FIFTH SUPPLEMENTAL INDENTURE
(this “Fifth
Supplemental Indenture”) is dated as of January 29, 2010, 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 NEW SUBSIDIARIES 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 March 22, 2004 (as amended by the First Supplemental
Indenture dated as of July 20, 2004, and as further amended by the Second
Supplemental Indenture dated as of November 5, 2004, the Third Supplemental
Indenture dated as of December 1, 2005 and the Fourth Supplemental Indenture
dated January 7, 2010, the “Indenture”),
providing for the issuance of the Issuer’s 7% Senior Notes due 2014 (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, Section 5.01(e) of
the Indenture provides that any Restricted Subsidiary may consolidate or merge
with or into another Restricted Subsidiary;
WHEREAS, one of the New
Subsidiaries, OHI Asset IV (PA) Silver Lake Trust, is successor-by-merger to
Silver Lake Real Estate, LLC, by virtue of a merger effective December 31, 2009,
and is required to become a Subsidiary Guarantor pursuant to Section 4.14 of the
Indenture;
WHEREAS, the Issuer has
created or acquired, as appropriate, the other New Subsidiaries, which are
required to become Subsidiary Guarantors pursuant to Section 4.14 of the
Indenture;
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;
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 a Subsidiary
Guarantor. Such guarantees shall be evidenced by the respective
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 Fifth 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 Fifth Supplemental
Indenture.
|
|
5.
|
COUNTERPARTS. The
parties may sign any number of copies of this Fifth 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 Fifth
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 Fifth Supplemental Indenture to be duly executed and attested,
all as of the date first above written.
OMEGA
HEALTHCARE INVESTORS, INC.
By:
_________________________________
Name:
_______________________________
Title:
________________________________
On
behalf of each Subsidiary Guarantor, or its sole member, general partner or
trustee, named on the attached Schedule I
By:
_________________________________
Name:
_______________________________
Title:
________________________________
On
behalf of each New Subsidiary, its sole member, general partner or trustee,
named on the attached Schedule II
By:
_________________________________
Name:
_______________________________
Title:
________________________________
U.S.
BANK NATIONAL ASSOCIATION,
as
Trustee
By:
_________________________________
Name:
_______________________________
Title:
________________________________
Schedule
I
SUBSIDIARY
GUARANTORS
Omega
Healthcare Investors, Inc.
Arizona
Lessor - Infinia, Inc.
Baldwin
Health Center, Inc.
Bayside
Alabama Healthcare Second, Inc.
Bayside
Arizona Healthcare Associates, Inc.
Bayside
Arizona Healthcare Second, Inc.
Bayside
Colorado Healthcare Associates, Inc.
Bayside
Colorado Healthcare Second, Inc.
Bayside
Indiana Healthcare Associates, Inc.
Bayside
Street II, Inc.
Bayside
Street, Inc.
Canton
Health Care Land, Inc.
Carnegie
Gardens LLC
Center
Healthcare Associates, Inc.
Cherry
Street - Skilled Nursing, Inc.
Colonial
Gardens, LLC
Colorado
Lessor - Conifer, Inc.
Copley
Health Center, Inc.
CSE
Anchorage LLC
CSE
Blountville LLC
CSE
Bolivar LLC
CSE
Camden LLC
CSE
Centennial Village
CSE
Corpus North LLC
CSE Crane
LLC
CSE
Denver Iliff LLC
CSE
Fairhaven LLC
CSE
Huntingdon LLC
CSE
Jacinto City LLC
CSE
Jefferson City LLC
CSE
Kerrville LLC
CSE
Marianna Holdings LLC
CSE
Memphis LLC
CSE
Pennsylvania Holdings
CSE
Ripley LLC
CSE Ripon
LLC
CSE
Spring Branch LLC
CSE
Texarkana LLC
CSE The
Village LLC
CSE West
Point LLC
CSE
Whitehouse LLC
CSE
Williamsport LLC
Dallas
Skilled Nursing, Inc.
Delta
Investors I, LLC
Delta
Investors II, LLC
Desert
Lane, LLC
Dixon
Health Care Center, Inc.
Florida
Lessor - Crystal Springs, Inc.
Florida
Lessor - Emerald, Inc.
Florida
Lessor - Lakeland, Inc.
Florida
Lessor - Meadowview, Inc.
Florida
Real Estate Company, LLC
Georgia
Lessor - Bonterra/Parkview, Inc.
Greenbough,
LLC
Hanover
House, Inc.
Heritage
Texarkana Healthcare Associates, Inc.
House of
Hanover, Ltd.
Hutton I
Land, Inc.
Hutton II
Land, Inc.
Hutton
III Land, Inc.
Indiana
Lessor - Jeffersonville, Inc.
Indiana
Lessor - Wellington Manor, Inc.
Jefferson
Clark, Inc.
LAD I
Real Estate Company, LLC
Lake Park
Skilled Nursing, Inc.
Leatherman
90-1, Inc.
Leatherman
Partnership 89-1, Inc.
Leatherman
Partnership 89-2, Inc.
Long Term
Care - Michigan, Inc.
Long Term
Care - North Carolina, Inc.
Long Term
Care Associates - Illinois, Inc.
Long Term
Care Associates - Indiana, Inc.
Long Term
Care Associates - Texas, Inc.
Meridian
Arms Land, Inc.
North Las
Vegas LLC
NRS
Ventures, L.L.C.
OHI
(Connecticut), Inc.
OHI
(Florida), Inc.
OHI
(Illinois), Inc.
OHI
(Indiana), Inc.
OHI
(Iowa), Inc.
OHI
(Kansas), Inc.
OHI Asset
(CA), LLC
OHI Asset
(CT) Lender, LLC
OHI Asset
(FL), LLC
OHI Asset
(ID), LLC
OHI Asset
(IN), LLC
OHI Asset
(LA), LLC
OHI Asset
(MI/NC), LLC
OHI Asset
(MO), LLC
OHI Asset
(OH) Lender, LLC
OHI Asset
(OH) New Philadelphia, LLC
OHI Asset
(OH), LLC
OHI Asset
(PA) Trust
OHI Asset
(PA), LLC (f/k/a OHI Asset (FL) Tarpon Springs, Pinellas Park & Gainesville,
LLC)
OHI Asset
(SMS) Lender, Inc. (f/k/a Florida Lessor – West Palm Beach and Southpoint,
Inc.)
OHI Asset
(TX), LLC
OHI Asset
CSE-E, LLC
OHI Asset
CSE-U, LLC
OHI Asset
Essex (OH), LLC (f/k/a Omega Acquisition Facility I, LLC)
OHI Asset
II (CA), LLC
OHI Asset
II (PA) Trust
OHI Asset
III (PA) Trust
OHI
Asset, LLC
OHI of
Kentucky, Inc.
OHI of
Texas, Inc.
OHI
Sunshine, Inc.
OHIMA,
Inc.
Omega
(Kansas), Inc.
Omega TRS
I, Inc.
Orange
Village Care Center, Inc.
OS
Leasing Company
Panama
City Nursing Center LLC
Parkview
- - Skilled Nursing, Inc.
Pavillion
North Partners, Inc.
Pavillion
North, LLP
Pavillion
Nursing Center North, Inc.
Pine
Texarkana Healthcare Associates, Inc.
Reunion
Texarkana Healthcare Associates, Inc.
San
Augustine Healthcare Associates, Inc.
Silver
Lake Real Estate, LLC*
Skilled
Nursing - Gaston, Inc.
Skilled
Nursing - Herrin, Inc.
Skilled
Nursing - Hicksville, Inc.
Skilled
Nursing - Paris, Inc.
Skyler
Maitland LLC
South
Athens Healthcare Associates, Inc.
St.
Mary’s Properties, Inc.
Sterling
Acquisition Corp.
Sterling
Acquisition Corp. II
Suwanee,
LLC
Texas
Lessor - Stonegate GP, Inc.
Texas
Lessor - Stonegate Limited, Inc.
Texas
Lessor - Stonegate, L.P.
Texas
Lessor - Treemont, Inc.
The
Suburban Pavilion, Inc.
Washington
Lessor - Silverdale, Inc.
Waxahachie
Healthcare Associates, Inc.
West
Athens Healthcare Associates, Inc.
Wilcare,
LLC
*Subsidiary
was merged with and into another Restricted Subsidiary wholly owned by Omega
Healthcare Investors, Inc., which is being added as a New Subsidiary Guarantor
pursuant to this Fifth Supplemental Indenture.
Schedule
II
NEW
SUBSIDIARIES
OHI Asset
(CO), LLC
OHI Asset
(IL), LLC
OHI Asset
IV (PA) Silver Lake Trust
SIXTH
SUPPLEMENTAL INDENTURE
(Senior
Notes due 2014)
THIS SIXTH SUPPLEMENTAL INDENTURE
(this “Sixth
Supplemental Indenture”) is dated as of February 2, 2010, among OMEGA
HEALTHCARE INVESTORS, INC., a Maryland corporation (the “Issuer”), each of the
SUBSIDIARY GUARANTORS listed on Schedule I hereto (collectively, the “Subsidiary
Guarantors”), OHI Asset II (FL), LLC (the “New Subsidiary”), 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 March 22, 2004 (as amended by the First Supplemental
Indenture dated as of July 20, 2004, and as further amended by the Second
Supplemental Indenture dated as of November 5, 2004, the Third Supplemental
Indenture dated as of December 1, 2005, the Fourth Supplemental Indenture dated
January 7, 2010, and the Fifth Supplemental Indenture dated January 29, 2010,
the “Indenture”),
providing for the issuance of the Issuer’s 7% Senior Notes due 2014 (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, the Issuer has
created the New Subsidiary, which is required to become a Subsidiary Guarantor
pursuant to Section 4.14 of the Indenture;
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 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.
|
AMENDMENT
TO GUARANTEE. The New Subsidiary hereby agrees, 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 a Subsidiary
Guarantor. Such guarantee shall be evidenced by the New
Subsidiary’s execution of a Subsidiary Guarantee, 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 Subsidiary, 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 Sixth 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 Sixth Supplemental
Indenture.
|
|
5.
|
COUNTERPARTS. The
parties may sign any number of copies of this Sixth 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.
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7.
|
THE
TRUSTEE. The Trustee shall not be responsible in any manner
whatsoever for or in respect of the validity or sufficiency of this Sixth
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
Subsidiary.
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[Remainder
of Page Intentionally Left Blank]
IN WITNESS WHEREOF, the parties hereto
have caused this Sixth Supplemental Indenture to be duly executed and attested,
all as of the date first above written.
OMEGA
HEALTHCARE INVESTORS, INC.
By:
_________________________________
Name:
_______________________________
Title:
________________________________
On
behalf of each Subsidiary Guarantor, or its sole member, general partner or
trustee, named on the attached Schedule I
By:
_________________________________
Name:
_______________________________
Title:
________________________________
On
behalf of the New Subsidiary, OHI Asset II (FL), LLC, its sole
member
By:
_________________________________
Name:
_______________________________
Title:
________________________________
U.S.
BANK NATIONAL ASSOCIATION,
as
Trustee
By:
_________________________________
Name:
_______________________________
Title:
________________________________
Schedule
I
SUBSIDIARY
GUARANTORS
Omega
Healthcare Investors, Inc.
Arizona
Lessor - Infinia, Inc.
Baldwin
Health Center, Inc.
Bayside
Alabama Healthcare Second, Inc.
Bayside
Arizona Healthcare Associates, Inc.
Bayside
Arizona Healthcare Second, Inc.
Bayside
Colorado Healthcare Associates, Inc.
Bayside
Colorado Healthcare Second, Inc.
Bayside
Indiana Healthcare Associates, Inc.
Bayside
Street II, Inc.
Bayside
Street, Inc.
Canton
Health Care Land, Inc.
Carnegie
Gardens LLC
Center
Healthcare Associates, Inc.
Cherry
Street - Skilled Nursing, Inc.
Colonial
Gardens, LLC
Colorado
Lessor - Conifer, Inc.
Copley
Health Center, Inc.
CSE
Anchorage LLC
CSE
Blountville LLC
CSE
Bolivar LLC
CSE
Camden LLC
CSE
Centennial Village
CSE
Corpus North LLC
CSE Crane
LLC
CSE
Denver Iliff LLC
CSE
Fairhaven LLC
CSE
Huntingdon LLC
CSE
Jacinto City LLC
CSE
Jefferson City LLC
CSE
Kerrville LLC
CSE
Marianna Holdings LLC
CSE
Memphis LLC
CSE
Pennsylvania Holdings
CSE
Ripley LLC
CSE Ripon
LLC
CSE
Spring Branch LLC
CSE
Texarkana LLC
CSE The
Village LLC
CSE West
Point LLC
CSE
Whitehouse LLC
CSE
Williamsport LLC
Dallas -
Skilled Nursing, Inc.
Delta
Investors I, LLC
Delta
Investors II, LLC
Desert
Lane, LLC
Dixon
Health Care Center, Inc.
Florida
Lessor - Crystal Springs, Inc.
Florida
Lessor - Emerald, Inc.
Florida
Lessor - Lakeland, Inc.
Florida
Lessor - Meadowview, Inc.
Florida
Real Estate Company, LLC
Georgia
Lessor - Bonterra/Parkview, Inc.
Greenbough,
LLC
Hanover
House, Inc.
Heritage
Texarkana Healthcare Associates, Inc.
House of
Hanover, Ltd.
Hutton I
Land, Inc.
Hutton II
Land, Inc.
Hutton
III Land, Inc.
Indiana
Lessor - Jeffersonville, Inc.
Indiana
Lessor - Wellington Manor, Inc.
Jefferson
Clark, Inc.
LAD I
Real Estate Company, LLC
Lake Park
- - Skilled Nursing, Inc.
Leatherman
90-1, Inc.
Leatherman
Partnership 89-1, Inc.
Leatherman
Partnership 89-2, Inc.
Long Term
Care - Michigan, Inc.
Long Term
Care - North Carolina, Inc.
Long Term
Care Associates - Illinois, Inc.
Long Term
Care Associates - Indiana, Inc.
Long Term
Care Associates - Texas, Inc.
Meridian
Arms Land, Inc.
North Las
Vegas LLC
NRS
Ventures, L.L.C.
OHI
(Connecticut), Inc.
OHI
(Florida), Inc.
OHI
(Illinois), Inc.
OHI
(Indiana), Inc.
OHI
(Iowa), Inc.
OHI
(Kansas), Inc.
OHI Asset
(CA), LLC
OHI Asset
(CT) Lender, LLC
OHI Asset
(FL), LLC
OHI Asset
(ID), LLC
OHI Asset
(IN), LLC
OHI Asset
(LA), LLC
OHI Asset
(MI/NC), LLC
OHI Asset
(MO), LLC
OHI Asset
(OH) Lender, LLC
OHI Asset
(OH) New Philadelphia, LLC
OHI Asset
(OH), LLC
OHI Asset
(PA) Trust
OHI Asset
(PA), LLC (f/k/a OHI Asset (FL) Tarpon Springs, Pinellas Park & Gainesville,
LLC)
OHI Asset
(SMS) Lender, Inc. (f/k/a Florida Lessor – West Palm Beach and Southpoint,
Inc.)
OHI Asset
(TX), LLC
OHI Asset
CSE-E, LLC
OHI Asset
CSE-U, LLC
OHI Asset
Essex (OH), LLC (f/k/a Omega Acquisition Facility I, LLC)
OHI Asset
II (CA), LLC
OHI Asset
II (PA) Trust
OHI Asset
III (PA) Trust
OHI
Asset, LLC
OHI of
Kentucky, Inc.
OHI of
Texas, Inc.
OHI
Sunshine, Inc.
OHIMA,
Inc.
Omega
(Kansas), Inc.
Omega TRS
I, Inc.
Orange
Village Care Center, Inc.
OS
Leasing Company
Panama
City Nursing Center LLC
Parkview
- - Skilled Nursing, Inc.
Pavillion
North Partners, Inc.
Pavillion
North, LLP
Pavillion
Nursing Center North, Inc.
Pine
Texarkana Healthcare Associates, Inc.
Reunion
Texarkana Healthcare Associates, Inc.
San
Augustine Healthcare Associates, Inc.
Skilled
Nursing - Gaston, Inc.
Skilled
Nursing - Herrin, Inc.
Skilled
Nursing - Hicksville, Inc.
Skilled
Nursing - Paris, Inc.
Skyler
Maitland LLC
South
Athens Healthcare Associates, Inc.
St.
Mary’s Properties, Inc.
Sterling
Acquisition Corp.
Sterling
Acquisition Corp. II
Suwanee,
LLC
Texas
Lessor - Stonegate GP, Inc.
Texas
Lessor - Stonegate Limited, Inc.
Texas
Lessor - Stonegate, L.P.
Texas
Lessor - Treemont, Inc.
The
Suburban Pavilion, Inc.
Washington
Lessor - Silverdale, Inc.
Waxahachie
Healthcare Associates, Inc.
West
Athens Healthcare Associates, Inc.
Wilcare,
LLC
OHI Asset
(CO), LLC
OHI Asset
(IL), LLC
OHI Asset
IV (PA) Silver Lake Trust