10-K: Annual report pursuant to Section 13 and 15(d)

Exhibit 4.5E

FIFTH SUPPLEMENTAL INDENTURE

(Senior Notes due 2026)

THIS FIFTH SUPPLEMENTAL INDENTURE (this “Fifth Supplemental Indenture”) is dated as of November 10, 2016, among OMEGA HEALTHCARE INVESTORS, INC., a Maryland corporation (the “Issuer”), each of the entities 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 each of its direct and indirect subsidiaries listed on Schedule I hereto (collectively, the “Subsidiary Guarantors”) have heretofore executed and delivered to the Trustee an Indenture, dated as of September 23, 2015 (as supplemented by that First Supplemental Indenture, dated as of November 9, 2015, that Second Supplemental Indenture, dated as of March 29, 2016, that Third Supplemental Indenture, dated as of May 13, 2016, and that Fourth Supplemental Indenture, dated as of August 9, 2016; the “Indenture”) providing for the issuance of the Issuer’s 5.250 % Senior Notes due 2026 (the “Notes”);

WHEREAS, Section 9.01(a)(4) of the Indenture authorizes the Issuer and the Trustee, together, to amend or supplement the Indenture, without notice to or consent of any Holder of the Notes and without the execution of such amendment or supplement by existing Subsidiary Guarantors, for the purpose of adding any additional Subsidiary Guarantee by any additional Guarantor;

WHEREAS, pursuant to Section 4.09 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 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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IN WITNESS WHEREOF, the parties hereto have caused this Fifth Supplemental Indenture to be duly executed, all as of the date first above written.

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Schedule I

SUBSIDIARY GUARANTORS

Schedule II

NEW SUBSIDIARIES