10-Q: Quarterly report pursuant to Section 13 or 15(d)

Exhibit 4.1

SIXTEENTH SUPPLEMENTAL INDENTURE

(Senior Notes due 2024)

THIS SIXTEENTH SUPPLEMENTAL INDENTURE (this “Sixteenth Supplemental Indenture”) is dated as of May 13, 2016, 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 entities listed on Schedule II hereto (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, that Seventh Supplemental Indenture, dated as of February 14, 2014, that Eighth Supplemental Indenture, dated as of June 27, 2014, that Ninth Supplemental Indenture, dated as of November 25, 2014, that Tenth Supplemental Indenture, dated as of January 23, 2015, that Eleventh Supplemental Indenture, effective as of March 2, 2015, that Twelfth Supplemental Indenture, dated as of April 1, 2015, and that Thirteenth Supplemental Indenture, dated as of August 4, 2015, that Fourteenth Supplemental Indenture, dated as of November 9, 2015, and that Fifteenth Supplemental Indenture, dated as of March 29, 2016; 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 or acquired the New Subsidiaries, which are required to become Subsidiary Guarantors pursuant to Section 4.14 and/or 5.01(b) 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.

[16^th Supplemental Indenture – 2024 Notes] 

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:

[Remainder of Page Intentionally Left Blank]

[16^th Supplemental Indenture – 2024 Notes] 

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

[Signatures continued on the following page]

[Signature Page – 16^th Supplemental Indenture – 2024 Notes]

[Signatures continued on the following page]

[Signature Page – 16^th Supplemental Indenture – 2024 Notes]

[Signature Page – 16^th Supplemental Indenture – 2024 Notes] 

Schedule I

SUBSIDIARY GUARANTORS

[Schedule I – 16^th Supplemental Indenture – 2024 Notes]

[Schedule I – 16^th Supplemental Indenture – 2024 Notes]

[Schedule I – 16^th Supplemental Indenture – 2024 Notes]

[Schedule I – 16^th Supplemental Indenture – 2024 Notes]

[Schedule I – 16^th Supplemental Indenture – 2024 Notes]

[Schedule I – 16^th Supplemental Indenture – 2024 Notes]

[Schedule I – 16^th Supplemental Indenture – 2024 Notes]

[Schedule I – 16^th Supplemental Indenture – 2024 Notes]

[Schedule I – 16^th Supplemental Indenture – 2024 Notes]

[Schedule I – 16^th Supplemental Indenture – 2024 Notes]

[Schedule I – 16^th Supplemental Indenture – 2024 Notes]

[Schedule I – 16^th Supplemental Indenture – 2024 Notes]

[Schedule I – 16^th Supplemental Indenture – 2024 Notes] 

Schedule II

NEW SUBSIDIARIES

[Schedule II – 16th Supplemental Indenture – 2024 Notes]