10-Q: Quarterly report pursuant to Section 13 or 15(d)
Published on August 6, 2014
Exhibit 4.3B
EIGHTH SUPPLEMENTAL INDENTURE
(Senior Notes due 2024)
THIS EIGHTH SUPPLEMENTAL INDENTURE (this “Eighth Supplemental Indenture”) is dated as of June 27, 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 March 19, 2012 (as supplemented by that First Supplemental Indenture, dated as of July 2, 2012, that Second Supplemental Indenture, dated as of August 9, 2012, that Third Supplemental Indenture, dated as of September 24, 2012, that Fourth Supplemental Indenture effective as of December 31, 2012, that Fifth Supplemental Indenture dated as of August 1, 2013, that Sixth Supplemental Indenture dated as of October 23, 2013 and that Seventh Supplemental Indenture dated as of February 14, 2014, the “Indenture”), providing for the issuance of the Issuer’s 5-7/8% Senior Notes due 2024 (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 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; 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:
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1.
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CAPITALIZED TERMS. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.
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2.
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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.
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3.
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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 Eighth 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.
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4.
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NEW YORK LAW TO GOVERN. The laws of the State of New York shall govern and be used to construe this Eighth Supplemental Indenture.
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5.
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COUNTERPARTS. The parties may sign any number of copies of this Eighth Supplemental Indenture. Each signed copy shall be an original, but all of them together shall represent the same agreement.
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6.
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EFFECT OF HEADINGS. The Section headings herein are for convenience only and shall not affect the construction hereof.
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7.
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THE TRUSTEE. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Eighth 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.
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[Remainder of Page Intentionally Left Blank]
IN WITNESS WHEREOF, the parties hereto have caused this Eighth Supplemental Indenture to be duly executed, all as of the date first above written.
| OMEGA HEALTHCARE INVESTORS, INC. | |||
| By: | /s/ Robert O. Stephenson | ||
| Name: Robert O. Stephenson | |||
| 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/ Daniel J. Booth | ||
| Name: Daniel J. Booth | |||
| Title: Chief Operating Officer and Secretary | |||
| On behalf of each of the New Subsidiaries or its sole member, named on the attached Schedule II | |||
| By: | /s/ Daniel J. Booth | ||
| Name: Daniel J. Booth | |||
| Title: Chief Operating Officer and Secretary | |||
| U.S. BANK NATIONAL ASSOCIATION, as Trustee |
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| By: | /s/ Dave Ferrell | ||
| Name: Dave Ferrell | |||
| Title: Vice President | |||
Schedule I
SUBSIDIARY GUARANTORS
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Encanto Senior Care, LLC
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13922 Cerise Avenue, LLC
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245 East Wilshire Avenue, LLC
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3806 Clayton Road, LLC
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523 Hayes Lane, LLC
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637 East Romie Lane, LLC
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2425 Teller Avenue, LLC
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Bayside Colorado Healthcare Associates, Inc.
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OHI (Connecticut), Inc.
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Bayside Street II, Inc.
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Carnegie Gardens LLC
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CFG 2115 Woodstock Place LLC
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CSE Albany LLC
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CSE Amarillo LLC
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CSE Arden L.P.
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CSE Augusta LLC
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CSE Bedford LLC
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CSE Blountville LLC
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CSE Bolivar LLC
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CSE Cambridge LLC
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CSE Cambridge Realty LLC
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CSE Camden LLC
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CSE Canton LLC
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CSE Casablanca Holdings II LLC
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CSE Casablanca Holdings LLC
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CSE Cedar Rapids LLC
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CSE Centennial Village
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CSE Chelmsford LLC
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CSE Chesterton LLC
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CSE Claremont LLC
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CSE Corpus North LLC
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CSE Denver Iliff LLC
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CSE Denver LLC
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CSE Douglas LLC
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CSE Elkton LLC
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CSE Elkton Realty LLC
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CSE Fairhaven LLC
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CSE Fort Wayne LLC
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CSE Frankston LLC
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CSE Georgetown LLC
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CSE Green Bay LLC
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CSE Hilliard LLC
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CSE Huntingdon LLC
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CSE Huntsville LLC
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CSE Indianapolis-Continental LLC
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CSE Indianapolis-Greenbriar LLC
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CSE Jacinto City LLC
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CSE Jefferson City LLC
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CSE Jeffersonville-Hillcrest Center LLC
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CSE Jeffersonville-Jennings House LLC
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CSE Kerrville LLC
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CSE King L.P.
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CSE Kingsport LLC
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CSE Knightdale L.P.
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CSE Lake City LLC
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CSE Lake Worth LLC
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CSE Lakewood LLC
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CSE Las Vegas LLC
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CSE Lawrenceburg LLC
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CSE Lenoir L.P.
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CSE Lexington Park LLC
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CSE Lexington Park Realty LLC
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CSE Ligonier LLC
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CSE Live Oak LLC
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CSE Lowell LLC
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CSE Marianna Holdings LLC
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CSE Memphis LLC
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CSE Mobile LLC
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CSE Moore LLC
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CSE North Carolina Holdings I LLC
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CSE North Carolina Holdings II LLC
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CSE Omro LLC
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CSE Orange Park LLC
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CSE Orlando-Pinar Terrace Manor LLC
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CSE Orlando-Terra Vista Rehab LLC
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CSE Pennsylvania Holdings
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CSE Piggott LLC
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CSE Pilot Point LLC
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CSE Pine View LLC
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CSE Ponca City LLC
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CSE Port St. Lucie LLC
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CSE Richmond LLC
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CSE Ripley LLC
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CSE Ripon LLC
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CSE Safford LLC
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CSE Salina LLC
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CSE Seminole LLC
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CSE Shawnee LLC
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CSE Spring Branch LLC
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CSE Stillwater LLC
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CSE Taylorsville LLC
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CSE Texarkana LLC
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CSE Texas City LLC
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CSE The Village LLC
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CSE Upland LLC
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CSE Walnut Cove L.P.
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CSE West Point LLC
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CSE Whitehouse LLC
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CSE Williamsport LLC
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CSE Winter Haven LLC
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CSE Woodfin L.P.
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CSE Yorktown LLC
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Desert Lane LLC
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Greenbough, LLC
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LAD I Real Estate Company, LLC
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North Las Vegas LLC
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NRS Ventures, L.L.C.
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OHI Asset (AR) Ash Flat, LLC
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OHI Asset (AR) Camden, LLC
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OHI Asset (AR) Conway, LLC
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OHI Asset (AR) Des Arc, LLC
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OHI Asset (AR) Hot Springs, LLC
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OHI Asset (AR) Malvern, LLC
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OHI Asset (AR) Mena, LLC
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OHI Asset (AR) Pocahontas, LLC
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OHI Asset (AR) Sheridan, LLC
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OHI Asset (AR) Walnut Ridge, LLC
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OHI Asset (AZ) Austin House, LLC
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OHI Asset (CA), LLC
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OHI Asset (CO), LLC
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OHI Asset (CT) Lender, LLC
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OHI Asset (FL) Lake Placid, LLC
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OHI Asset (FL) Lender, LLC
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OHI Asset (FL), LLC
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OHI Asset (GA) Moultrie, LLC
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OHI Asset (GA) Snellville, LLC
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OHI Asset (ID) Holly, LLC
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OHI Asset (ID) Midland, LLC
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OHI Asset (ID), LLC
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OHI Asset (IL), LLC
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OHI Asset (IN) American Village, LLC
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OHI Asset (IN) Anderson, LLC
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OHI Asset (IN) Beech Grove, LLC
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OHI Asset (IN) Clarksville, LLC
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OHI Asset (IN) Clinton, LLC
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OHI Asset (IN) Connersville, LLC
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OHI Asset (IN) Crown Point, LLC
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OHI Asset (IN) Eagle Valley, LLC
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OHI Asset (IN) Elkhart, LLC
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OHI Asset (IN) Forest Creek, LLC
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OHI Asset (IN) Fort Wayne, LLC
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OHI Asset (IN) Franklin, LLC
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OHI Asset (IN) Greensburg, LLC
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OHI Asset (IN) Indianapolis, LLC
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OHI Asset (IN) Jasper, LLC
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OHI Asset (IN) Kokomo, LLC
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OHI Asset (IN) Lafayette, LLC
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OHI Asset (IN) Madison, LLC
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OHI Asset (IN) Monticello, LLC
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OHI Asset (IN) Noblesville, LLC
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OHI Asset (IN) Rosewalk, LLC
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OHI Asset (IN) Salem, LLC
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OHI Asset (IN) Seymour, LLC
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OHI Asset (IN) Spring Mill, LLC
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OHI Asset (IN) Terre Haute, LLC
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OHI Asset (IN) Wabash, LLC
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OHI Asset (IN) Westfield, LLC
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OHI Asset (IN) Zionsville, LLC
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OHI Asset (LA), LLC
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OHI Asset (MD), LLC
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OHI Asset (MI) Heather Hills, LLC
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OHI Asset (MI), LLC
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OHI Asset (MO), LLC
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OHI Asset (MS) Byhalia, LLC
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OHI Asset (MS) Cleveland, LLC
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OHI Asset (MS) Clinton, LLC
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OHI Asset (MS) Columbia, LLC
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OHI Asset (MS) Corinth, LLC
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OHI Asset (MS) Greenwood, LLC
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OHI Asset (MS) Grenada, LLC
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OHI Asset (MS) Holly Springs, LLC
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OHI Asset (MS) Indianola, LLC
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OHI Asset (MS) Natchez, LLC
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OHI Asset (MS) Picayune, LLC
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OHI Asset (MS) Vicksburg, LLC
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OHI Asset (MS) Yazoo City, LLC
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OHI Asset (NC) Wadesboro, LLC
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OHI Asset (OH) Lender, LLC
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OHI Asset (OH), LLC
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OHI Asset (OR) Portland, LLC
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OHI Asset (PA), LLC
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OHI Asset (SC) Aiken, LLC
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OHI Asset (SC) Anderson, LLC
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OHI Asset (SC) Easley Anne, LLC
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OHI Asset (SC) Easley Crestview, LLC
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OHI Asset (SC) Edgefield, LLC
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OHI Asset (SC) Greenville Griffith, LLC
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OHI Asset (SC) Greenville Laurens, LLC
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OHI Asset (SC) Greenville North, LLC
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OHI Asset (SC) Greer, LLC
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OHI Asset (SC) Marietta, LLC
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OHI Asset (SC) McCormick, LLC
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OHI Asset (SC) Pickens East Cedar, LLC
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OHI Asset (SC) Pickens Rosemond, LLC
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OHI Asset (SC) Piedmont, LLC
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OHI Asset (SC) Simpsonville SE Main, LLC
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OHI Asset (SC) Simpsonville West Broad, LLC
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OHI Asset (SC) Simpsonville West Curtis, LLC
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OHI Asset (TN) Bartlett, LLC
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OHI Asset (TN) Collierville, LLC
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OHI Asset (TN) Memphis, LLC
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OHI Asset (TX) Anderson, LLC
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OHI Asset (TX) Bryan, LLC
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OHI Asset (TX) Burleson, LLC
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OHI Asset (TX) College Station, LLC
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OHI Asset (TX) Comfort, LLC
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OHI Asset (TX) Diboll, LLC
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OHI Asset (TX) Granbury, LLC
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OHI Asset (TX) Hondo, LLC
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OHI Asset (TX) Italy, LLC
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OHI Asset (TX) Winnsboro, LLC
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OHI Asset (TX), LLC
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OHI Asset (UT) Ogden, LLC
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OHI Asset (UT) Provo, LLC
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OHI Asset (UT) Roy, LLC
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OHI Asset (VA) Charlottesville, LLC
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OHI Asset (VA) Farmville, LLC
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OHI Asset (VA) Hillsville, LLC
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OHI Asset (VA) Rocky Mount, LLC
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OHI Asset (WA) Battle Ground, LLC
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OHI Asset CSB LLC
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OHI Asset CSE – E, LLC
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OHI Asset CSE – U, LLC
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OHI Asset HUD CFG, LLC
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OHI Asset HUD Delta, LLC
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OHI Asset HUD SF CA, LLC
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OHI Asset HUD SF, LLC
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OHI Asset HUD WO, LLC
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OHI Asset II (CA), LLC
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OHI Asset II (FL), LLC
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OHI Asset RO PMM Services, LLC
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OHI Asset RO, LLC
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OHI Asset, LLC
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Panama City Nursing Center LLC
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Skyler Maitland LLC
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Suwanee, LLC
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Florida Real Estate Company, LLC
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Pensacola Real Estate Holdings I, Inc.
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Pensacola Real Estate Holdings II, Inc.
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Pensacola Real Estate Holdings III, Inc.
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Pensacola Real Estate Holdings IV, Inc.
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Pensacola Real Estate Holdings V, Inc.
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Skyler Pensacola, Inc.
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OHI (Illinois), Inc.
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OHI (Indiana), Inc.
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OHI (Iowa), Inc.
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Sterling Acquisition Corp.
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48 High Point Road, LLC
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Arizona Lessor - Infinia, Inc.
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Bayside Street, Inc.
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Colorado Lessor - Conifer, Inc.
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Delta Investors I, LLC
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Delta Investors II, LLC
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Florida Lessor – Meadowview, Inc.
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Georgia Lessor - Bonterra/Parkview, Inc.
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Indiana Lessor – Wellington Manor, Inc.
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OHI Asset (PA) Trust
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OHI Asset II (PA) Trust
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OHI Asset III (PA) Trust
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OHI Asset IV (PA) Silver Lake Trust
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OHI Tennessee, Inc.
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Omega TRS I, Inc.
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Texas Lessor – Stonegate GP, Inc.
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Texas Lessor – Stonegate, Limited, Inc.
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Texas Lessor – Stonegate, LP
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Washington Lessor – Silverdale, Inc.
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OHIMA, Inc.
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1200 Ely Street Holdings Co. LLC
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42235 County Road Holdings Co. LLC
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Dixie White House Nursing Home, Inc.
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Ocean Springs Nursing Home, Inc.
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Skyler Boyington, Inc.
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Skyler Florida, Inc.
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Canton Health Care Land, Inc.
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Colonial Gardens, LLC
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Dixon Health Care Center, Inc.
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Hutton I Land, Inc.
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Hutton II Land, Inc.
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Hutton III Land, Inc.
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Leatherman 90-1, Inc.
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Leatherman Partnership 89-1, Inc.
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Leatherman Partnership 89-2, Inc.
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Meridian Arms Land, Inc.
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Orange Village Care Center, Inc.
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St. Mary’s Properties, Inc.
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The Suburban Pavilion, Inc.
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Wilcare, LLC
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Pavillion North Partners, Inc.
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Pavillion North, LLP
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Pavillion Nursing Center North, Inc.
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Schedule II
NEW SUBSIDIARIES
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OHI Asset (GA) Macon, LLC
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OHI Asset (SC) Greenville, LLC
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OHI Asset (SC) Orangeburg, LLC
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OHI Asset (WV) Danville, LLC
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OHI Asset (WV) Ivydale, LLC
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OHI Mezz Lender, LLC
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