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

Exhibit 4.3

NINTH SUPPLEMENTAL INDENTURE

(Senior Notes due 2027)

THIS NINTH SUPPLEMENTAL INDENTURE (this “Ninth Supplemental Indenture”) is dated as of May 11, 2017, among OMEGA HEALTHCARE INVESTORS, INC., a Maryland corporation (the “Issuer”), 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 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 March 18, 2015 (as supplemented by that First Supplemental Indenture, dated as of April 1, 2015, that Second Supplemental Indenture, dated as of August 4, 2015, that Third Supplemental Indenture, dated as of November 9, 2015, that Fourth Supplemental Indenture, dated as of March 29, 2016, that Fifth Supplemental Indenture, dated as of May 13, 2016, that Sixth Supplemental Indenture, dated as of August 9, 2016, that Seventh Supplemental Indenture, dated as of November 10, 2016, and that Eighth Supplemental Indenture, dated as of March 17, 2017; the “Indenture”) providing for the issuance of the Issuer’s 4.500% Senior Notes due 2027 (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:

[9th Supplemental Indenture – 2027 Notes] 

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[9th Supplemental Indenture – 2027 Notes]

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

[Signatures continued on the following page]

[Signature Page – 9th Supplemental Indenture – 2027 Notes]

[Signature Page – 9th Supplemental Indenture – 2027 Notes] 

Schedule I

SUBSIDIARY GUARANTORS

[Schedule I – 9th Supplemental Indenture – 2027 Notes]

[Schedule I – 9th Supplemental Indenture – 2027 Notes]

[Schedule I – 9th Supplemental Indenture – 2027 Notes]

[Schedule I – 9th Supplemental Indenture – 2027 Notes]

[Schedule I – 9th Supplemental Indenture – 2027 Notes]

[Schedule I – 9th Supplemental Indenture – 2027 Notes]

[Schedule I – 9th Supplemental Indenture – 2027 Notes]

[Schedule I – 9th Supplemental Indenture – 2027 Notes]

[Schedule I – 9th Supplemental Indenture – 2027 Notes]

[Schedule I – 9th Supplemental Indenture – 2027 Notes]

[Schedule I – 9th Supplemental Indenture – 2027 Notes]

[Schedule I – 9th Supplemental Indenture – 2027 Notes]

[Schedule I – 9th Supplemental Indenture – 2027 Notes]

[Schedule I – 9th Supplemental Indenture – 2027 Notes]

Schedule II

NEW SUBSIDIARIES

[Schedule II – 9th Supplemental Indenture – 2027 Notes]