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

Exhibit 4.6B

SECOND SUPPLEMENTAL INDENTURE

(4.750% Senior Notes due 2028)

THIS SECOND SUPPLEMENTAL INDENTURE (this “Second Supplemental Indenture”) is dated as of May 25, 2017 among OMEGA HEALTHCARE INVESTORS, INC., a Maryland corporation (the “Issuer”), each of the SUBSIDIARY GUARANTORS listed on Schedule I hereto (collectively, the “Subsidiary Guarantors”), 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 April 4, 2017 (as supplemented by that First Supplemental Indenture, dated as of May 11, 2017; the “Indenture”), providing for the issuance of the Issuer’s 4.750% Senior Notes due 2028 (the “Notes”);

WHEREAS, in Section 1.01 of the Indenture, the term “Subsidiary Guarantors” is defined to include (i) each Subsidiary that is a guarantor of Indebtedness under the Existing Note Indentures on the Closing Date and (ii) each other Person that is required to become a Subsidiary Guarantor by the terms of the Indenture after the Closing Date, in each case, until such Person is released from its Subsidiary Guarantee;

WHEREAS, Section 10.04(4) of the Indenture provides that if a Subsidiary Guarantor ceases to guarantee the obligations of the Issuer under any Indebtedness of the Issuer that would constitute Indebtedness under clauses (1) or (2) of the definition thereof in the Indenture, in an amount at least equal to $50 million, such Subsidiary Guarantor shall be automatically and unconditionally released from its obligations under its Subsidiary Guarantee and its obligations under the Indenture;

WHEREAS, Section 10.04 of the Indenture further provides that upon any such occurrence, at the Issuer’s request and subject to the further requirements of said Section, the Trustee shall execute any documents reasonably requested by the Issuer evidencing such release;

WHEREAS, the Subsidiary Guarantors other than OHI Healthcare Properties Holdco, Inc. and OHI Healthcare Properties Limited Partnership (each, a “Released Subsidiary Guarantor” and collectively, the “Released Subsidiary Guarantors”) no longer guarantee the obligations of the Issuer under any Indebtedness of the Issuer described under clauses (1) or (2) of the definition of Indebtedness in the Indenture in an amount at least equal to $50 million and therefore are automatically and unconditionally released from their obligations under their respective Subsidiary Guarantees and under the Indenture;

WHEREAS, the Issuer and the Subsidiary Guarantors (including the Released Subsidiary Guarantors) have requested that the Trustee enter into this Second Supplemental Indenture and the Partial Release (as hereinafter defined) to further evidence such release of the Released Subsidiary Guarantors; and

[2nd Supplemental Indenture – 2028 Notes]

WHEREAS, Section 9.01(a)(5) 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 releasing any Subsidiary Guarantor from any of its obligations under its Subsidiary Guarantee or the Indenture to the extent permitted by 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 (including the Released Subsidiary Guarantors) and the Trustee mutually covenant and agree as follows:

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[2nd Supplemental Indenture – 2028 Notes]

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

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[Signature Page – 2nd Supplemental Indenture – 2028 Notes]

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[Signature Page – 2nd Supplemental Indenture – 2028 Notes]

[Signature Page – 2nd Supplemental Indenture – 2028 Notes]

Exhibit A

(Form of Partial Release of Subsidiary Guarantors)

[ATTACHED]

[Exhibit A – 2nd Supplemental Indenture – 2028 Notes]

[FORM OF ]

PARTIAL RELEASE OF SUBSIDIARY GUARANTORS

([INDENTURE DESCRIPTION])

[DATE]

Reference is hereby made to that certain Indenture dated as of [DATE], among Omega Healthcare Investors, Inc., a Maryland corporation (the "Issuer"), the Subsidiary Guarantors named therein and U.S. Bank National Association, as trustee (the "Trustee"), as amended or supplemented by that [ADD SUPPLEMENTAL INDENTURES] (the "Indenture"). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Indenture.

Pursuant to the provisions of Section [REFERENCE] of the Indenture and the terms of that certain Second Supplemental Indenture, dated as of even date herewith, among the Issuer, the Subsidiary Guarantors and the Trustee, amending and supplementing the Indenture, each of the entities set forth on Schedule I attached hereto and incorporated herein by this reference is hereby released from its obligations under its Subsidiary Guarantees and under the Indenture. For avoidance of doubt, OHI Healthcare Properties Holdco, Inc. and OHI Healthcare Properties Limited Partnership remain Subsidiary Guarantors.

The validity and enforceability of this Partial Release of Subsidiary Guarantors shall not be affected by the fact that it is not affixed to any particular Subsidiary Guarantee or Note.

This Partial Release of Subsidiary Guarantors shall be governed by, and construed in accordance with, the laws of the State of New York.

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[Exhibit A – 2nd Supplemental Indenture – 2028 Notes]

IN WITNESS WHEREOF, the parties hereto have caused this Partial Release of Subsidiary Guarantors to be duly executed as of the date first written above.

[Exhibit A – 2nd Supplemental Indenture – 2028 Notes]

Schedule I

SUBSIDIARY GUARANTORS

[Schedule I – 2nd Supplemental Indenture – 2028 Notes]

[Schedule I – 2nd Supplemental Indenture – 2028 Notes]

[Schedule I – 2nd Supplemental Indenture – 2028 Notes]

[Schedule I – 2nd Supplemental Indenture – 2028 Notes]

[Schedule I – 2nd Supplemental Indenture – 2028 Notes]

[Schedule I – 2nd Supplemental Indenture – 2028 Notes]

[Schedule I – 2nd Supplemental Indenture – 2028 Notes]

[Schedule I – 2nd Supplemental Indenture – 2028 Notes]

[Schedule I – 2nd Supplemental Indenture – 2028 Notes]

[Schedule I – 2nd Supplemental Indenture – 2028 Notes]

[Schedule I – 2nd Supplemental Indenture – 2028 Notes]

[Schedule I – 2nd Supplemental Indenture – 2028 Notes]

[Schedule I – 2nd Supplemental Indenture – 2028 Notes]

[Schedule I – 2nd Supplemental Indenture – 2028 Notes]