Exhibit 4.2B






ELEVENTH SUPPLEMENTAL INDENTURE


(Senior Notes due 2024)







THIS ELEVENTH SUPPLEMENTAL INDENTURE (this “Eleventh Supplemental Indenture”) is dated effective as of March 2, 2015, 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, 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 and that Tenth Supplemental Indenture dated as of January 23, 2015 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 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.


 



    	  



    	 



    
 









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:








	
  

	
1.

	
CAPITALIZED TERMS. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.













	
  

	
2.

	
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 effective date hereof.













	
  

	
3.

	
NO RECOURSE AGAINST OTHERS. No past, present or future director, officer, employee, incorporator, stockholder, member or manager 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 Fourteenth 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.













	
  

	
4.

	
NEW YORK LAW TO GOVERN. The laws of the State of New York shall govern and be used to construe this Eleventh Supplemental Indenture.













	
  

	
5.

	
COUNTERPARTS. The parties may sign any number of copies of this Eleventh Supplemental Indenture. Each signed copy shall be an original, but all of them together shall represent the same agreement.













	
  

	
6.

	
EFFECT OF HEADINGS. The Section headings herein are for convenience only and shall not affect the construction hereof.













	
  

	
7.

	
THE TRUSTEE. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Eleventh 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.












[Remainder of Page Intentionally Left Blank]


 



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Exhibit 4.2B






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


 





	 	OMEGA HEALTHCARE INVESTORS, INC.
	 	 	 
	
 

	
By: 

	/s/ Robert O. Stephenson
	 	Name: Robert O. Stephenson
	 	Title:   Chief Financial Officer and Treasurer













	 	 	 
	 	Each of the following Subsidiary Guarantors:
	 	 	 
	 	BALA CYNWYD REAL ESTATE, LP

OHI ASSET (PA) WEST MIFFLIN, LP
	 	 	 
	 	By:  	
OHI Asset (PA) West Mifflin, LP, as general partner


	 	 	 	 
	
 

	 	
By: 

	/s/ Robert O. Stephenson
	 	 	Name: Robert O. Stephenson
	 	 	Title:   Chief Financial Officer and Treasurer













	 	 	 
	 	OHI HEALTHCARE PROPERTIES LIMITED PARTNERSHIP
	 	 	 
	 	By:  	

Omega Healthcare Investors, Inc., as general partner




	 	 	 	 
	
 

	 	
By: 

	/s/ Robert O. Stephenson
	 	 	Name: Robert O. Stephenson
	 	 	Title:   Chief Financial Officer and Treasurer





 




[Signatures continued on the following page]








    	  



    	 



    
 




 






	 	On behalf of each the other Subsidiary 

Guarantors, its sole member, managing member, 

general partner or trustee, named on the 

attached Schedule I
	 	 	 
	
 

	
By: 

	/s/ Robert O. Stephenson
	 	Name: Robert O. Stephenson
	 	Title:   Chief Financial Officer and Treasurer











 













	 	On behalf of each of the New Subsidiaries, its 

sole member, named on the attached Schedule II
	 	 	 
	
 

	
By: 

	/s/ Robert O. Stephenson
	 	Name: Robert O. Stephenson
	 	Title:   Chief Financial Officer and Treasurer











 
















	 	
U.S. BANK NATIONAL ASSOCIATION,


as Trustee


	 	 	 
	
 

	
By: 

	/s/ David Ferrell
	 	Name: David Ferrell
	 	Title:   Vice President



 



	 	Dated:   	March 2, 2015



















    	  



    	 



    
 




















 Exhibit 4.2B






Schedule I







SUBSIDIARY GUARANTORS








	
Encanto Senior Care, LLC


	
13922 Cerise Avenue, LLC


	
245 East Wilshire Avenue, LLC


	
3806 Clayton Road, LLC


	
523 Hayes Lane, LLC


	
637 East Romie Lane, LLC


	
2425 Teller Avenue, LLC


	
Bayside Colorado Healthcare Associates, LLC


	
OHI (Connecticut), Inc.


	
Bayside Street II, Inc.


	
Carnegie Gardens LLC


	
CFG 2115 Woodstock Place LLC


	
CSE Albany LLC


	
CSE Amarillo LLC


	
CSE Arden L.P.


	
CSE Augusta LLC


	
CSE Bedford LLC


	
CSE Blountville LLC


	
CSE Bolivar LLC


	
CSE Cambridge LLC


	
CSE Cambridge Realty LLC


	
CSE Camden LLC


	
CSE Canton LLC


	
CSE Casablanca Holdings II LLC


	
CSE Casablanca Holdings LLC


	
CSE Cedar Rapids LLC


	
CSE Centennial Village


	
CSE Chelmsford LLC


	
CSE Chesterton LLC


	
CSE Claremont LLC


	
CSE Corpus North LLC


	
CSE Denver Iliff LLC


	
CSE Denver LLC


	
CSE Douglas LLC


	
CSE Elkton LLC


	
CSE Elkton Realty LLC


	
CSE Fairhaven LLC


	
CSE Fort Wayne LLC


	
CSE Frankston LLC


	
CSE Georgetown LLC


	
CSE Green Bay LLC


	
CSE Hilliard LLC





 



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CSE Huntingdon LLC


	
CSE Huntsville LLC


	
CSE Indianapolis-Continental LLC


	
CSE Indianapolis-Greenbriar LLC


	
CSE Jacinto City LLC


	
CSE Jefferson City LLC


	
CSE Jeffersonville-Hillcrest Center LLC


	
CSE Jeffersonville-Jennings House LLC


	
CSE Kerrville LLC


	
CSE King L.P.


	
CSE Kingsport LLC


	
CSE Knightdale L.P.


	
CSE Lake City LLC


	
CSE Lake Worth LLC


	
CSE Lakewood LLC


	
CSE Las Vegas LLC


	
CSE Lawrenceburg LLC


	
CSE Lenoir L.P.


	
CSE Lexington Park LLC


	
CSE Lexington Park Realty LLC


	
CSE Ligonier LLC


	
CSE Live Oak LLC


	
CSE Lowell LLC


	
CSE Marianna Holdings LLC


	
CSE Memphis LLC


	
CSE Mobile LLC


	
CSE Moore LLC


	
CSE North Carolina Holdings I LLC


	
CSE North Carolina Holdings II LLC


	
CSE Omro LLC


	
CSE Orange Park LLC


	
CSE Orlando-Pinar Terrace Manor LLC


	
CSE Orlando-Terra Vista Rehab LLC


	
CSE Pennsylvania Holdings


	
CSE Piggott LLC


	
CSE Pilot Point LLC


	
CSE Pine View LLC


	
CSE Ponca City LLC


	
CSE Port St. Lucie LLC


	
CSE Richmond LLC


	
CSE Ripley LLC


	
CSE Ripon LLC


	
CSE Safford LLC


	
CSE Salina LLC


	
CSE Seminole LLC


	
CSE Shawnee LLC





 



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CSE Spring Branch LLC


	
CSE Stillwater LLC


	
CSE Taylorsville LLC


	
CSE Texarkana LLC


	
CSE Texas City LLC


	
CSE The Village LLC


	
CSE Upland LLC


	
CSE Walnut Cove L.P.


	
CSE West Point LLC


	
CSE Whitehouse LLC


	
CSE Williamsport LLC


	
CSE Winter Haven LLC


	
CSE Woodfin L.P.


	
CSE Yorktown LLC


	
Desert Lane LLC


	
Greenbough, LLC


	
LAD I Real Estate Company, LLC


	
North Las Vegas LLC


	
NRS Ventures, L.L.C.


	
OHI Asset (AR) Ash Flat, LLC


	
OHI Asset (AR) Camden, LLC


	
OHI Asset (AR) Conway, LLC


	
OHI Asset (AR) Des Arc, LLC


	
OHI Asset (AR) Hot Springs, LLC


	
OHI Asset (AR) Malvern, LLC


	
OHI Asset (AR) Mena, LLC


	
OHI Asset (AR) Pocahontas, LLC


	
OHI Asset (AR) Sheridan, LLC


	
OHI Asset (AR) Walnut Ridge, LLC


	
OHI Asset (AZ) Austin House, LLC


	
OHI Asset (CA), LLC


	
OHI Asset (CO), LLC


	
OHI Asset (CT) Lender, LLC


	
OHI Asset (FL) Lake Placid, LLC


	
OHI Asset (FL) Lender, LLC


	
OHI Asset (FL), LLC


	
OHI Asset (GA) Moultrie, LLC


	
OHI Asset (GA) Snellville, LLC


	
OHI Asset (ID) Holly, LLC


	
OHI Asset (ID) Midland, LLC


	
OHI Asset (ID), LLC


	
OHI Asset (IL), LLC


	
OHI Asset (IN) American Village, LLC


	
OHI Asset (IN) Anderson, LLC


	
OHI Asset (IN) Beech Grove, LLC


	
OHI Asset (IN) Clarksville, LLC





 



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OHI Asset (IN) Clinton, LLC


	
OHI Asset (IN) Connersville, LLC


	
OHI Asset (IN) Crown Point, LLC


	
OHI Asset (IN) Eagle Valley, LLC


	
OHI Asset (IN) Elkhart, LLC


	
OHI Asset (IN) Forest Creek, LLC


	
OHI Asset (IN) Fort Wayne, LLC


	
OHI Asset (IN) Franklin, LLC


	
OHI Asset (IN) Greensburg, LLC


	
OHI Asset (IN) Indianapolis, LLC


	
OHI Asset (IN) Jasper, LLC


	
OHI Asset (IN) Kokomo, LLC


	
OHI Asset (IN) Lafayette, LLC


	
OHI Asset (IN) Madison, LLC


	
OHI Asset (IN) Monticello, LLC


	
OHI Asset (IN) Noblesville, LLC


	
OHI Asset (IN) Rosewalk, LLC


	
OHI Asset (IN) Salem, LLC


	
OHI Asset (IN) Seymour, LLC


	
OHI Asset (IN) Spring Mill, LLC


	
OHI Asset (IN) Terre Haute, LLC


	
OHI Asset (IN) Wabash, LLC


	
OHI Asset (IN) Westfield, LLC


	
OHI Asset (IN) Zionsville, LLC


	
OHI Asset (LA), LLC


	
OHI Asset (MD), LLC


	
OHI Asset (MI) Heather Hills, LLC


	
OHI Asset (MI), LLC


	
OHI Asset (MO), LLC


	
OHI Asset (MS) Byhalia, LLC


	
OHI Asset (MS) Cleveland, LLC


	
OHI Asset (MS) Clinton, LLC


	
OHI Asset (MS) Columbia, LLC


	
OHI Asset (MS) Corinth, LLC


	
OHI Asset (MS) Greenwood, LLC


	
OHI Asset (MS) Grenada, LLC


	
OHI Asset (MS) Holly Springs, LLC


	
OHI Asset (MS) Indianola, LLC


	
OHI Asset (MS) Natchez, LLC


	
OHI Asset (MS) Picayune, LLC


	
OHI Asset (MS) Vicksburg, LLC


	
OHI Asset (MS) Yazoo City, LLC


	
OHI Asset (NC) Wadesboro, LLC


	
OHI Asset (OH) Lender, LLC


	
OHI Asset (OH), LLC


	
OHI Asset (OR) Portland, LLC





 



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OHI Asset (PA), LLC


	
OHI Asset (SC) Aiken, LLC


	
OHI Asset (SC) Anderson, LLC


	
OHI Asset (SC) Easley Anne, LLC


	
OHI Asset (SC) Easley Crestview, LLC


	
OHI Asset (SC) Edgefield, LLC


	
OHI Asset (SC) Greenville Griffith, LLC


	
OHI Asset (SC) Greenville Laurens, LLC


	
OHI Asset (SC) Greenville North, LLC


	
OHI Asset (SC) Greer, LLC


	
OHI Asset (SC) Marietta, LLC


	
OHI Asset (SC) McCormick, LLC


	
OHI Asset (SC) Pickens East Cedar, LLC


	
OHI Asset (SC) Pickens Rosemond, LLC


	
OHI Asset (SC) Piedmont, LLC


	
OHI Asset (SC) Simpsonville SE Main, LLC


	
OHI Asset (SC) Simpsonville West Broad, LLC


	
OHI Asset (SC) Simpsonville West Curtis, LLC


	
OHI Asset (TN) Bartlett, LLC


	
OHI Asset (TN) Collierville, LLC


	
OHI Asset (TN) Memphis, LLC


	
OHI Asset (TX) Anderson, LLC


	
OHI Asset (TX) Bryan, LLC


	
OHI Asset (TX) Burleson, LLC


	
OHI Asset (TX) College Station, LLC


	
OHI Asset (TX) Comfort, LLC


	
OHI Asset (TX) Diboll, LLC


	
OHI Asset (TX) Granbury, LLC


	
OHI Asset (TX) Hondo, LLC


	
OHI Asset (TX) Italy, LLC


	
OHI Asset (TX) Winnsboro, LLC


	
OHI Asset (TX), LLC


	
OHI Asset (UT) Ogden, LLC


	
OHI Asset (UT) Provo, LLC


	
OHI Asset (UT) Roy, LLC


	
OHI Asset (VA) Charlottesville, LLC


	
OHI Asset (VA) Farmville, LLC


	
OHI Asset (VA) Hillsville, LLC


	
OHI Asset (VA) Rocky Mount, LLC


	
OHI Asset (WA) Battle Ground, LLC


	
OHI Asset CSB LLC


	
OHI Asset CSE – E, LLC


	
OHI Asset CSE – U, LLC


	
OHI Asset HUD CFG, LLC


	
OHI Asset HUD Delta, LLC


	
OHI Asset HUD SF CA, LLC





 



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OHI Asset HUD SF, LLC


	
OHI Asset HUD WO, LLC


	
OHI Asset II (CA), LLC


	
OHI Asset II (FL), LLC


	
OHI Asset RO PMM Services, LLC


	
OHI Asset RO, LLC


	
OHI Asset, LLC


	
Panama City Nursing Center LLC


	
Skyler Maitland LLC


	
Suwanee, LLC


	
Florida Real Estate Company, LLC


	
Pensacola Real Estate Holdings I, Inc.


	
Pensacola Real Estate Holdings II, Inc.


	
Pensacola Real Estate Holdings III, Inc.


	
Pensacola Real Estate Holdings IV, Inc.


	
Pensacola Real Estate Holdings V, Inc.


	
Skyler Pensacola, Inc.


	
OHI (Illinois), Inc.


	
OHI (Indiana), LLC


	
OHI (Iowa), Inc.


	
Sterling Acquisition, LLC


	
48 High Point Road, LLC


	
Arizona Lessor - Infinia, LLC


	
Bayside Street, Inc.


	
Colorado Lessor - Conifer, LLC


	
Delta Investors I, LLC


	
Delta Investors II, LLC


	
Florida Lessor – Meadowview, LLC


	
Georgia Lessor - Bonterra/Parkview, LLC


	
Indiana Lessor – Wellington Manor, LLC


	
OHI Asset (PA) Trust


	
OHI Asset II (PA) Trust


	
OHI Asset III (PA) Trust


	
OHI Asset IV (PA) Silver Lake Trust


	
OHI Tennessee, Inc.


	
Omega TRS I, Inc.


	
Texas Lessor – Stonegate GP, LLC


	
Texas Lessor – Stonegate, Limited, LLC


	
Texas Lessor – Stonegate, LP


	
Washington Lessor – Silverdale, LLC


	
OHIMA, Inc.


	
1200 Ely Street Holdings Co. LLC


	
42235 County Road Holdings Co. LLC


	
Dixie White House Nursing Home, Inc.


	
Ocean Springs Nursing Home, Inc.


	
Skyler Boyington, Inc.





 



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Skyler Florida, Inc.


	
Canton Health Care Land, Inc.


	
Colonial Gardens, LLC


	
Dixon Health Care Center, Inc.


	
Hutton I Land, Inc.


	
Hutton II Land, Inc.


	
Hutton III Land, Inc.


	
Leatherman 90-1, Inc.


	
Leatherman Partnership 89-1, Inc.


	
Leatherman Partnership 89-2, Inc.


	
Meridian Arms Land, Inc.


	
Orange Village Care Center, Inc.


	
St. Mary’s Properties, Inc.


	
The Suburban Pavilion, Inc.


	
Wilcare, LLC


	
Pavillion North, LLP


	
OHI Asset (GA) Macon, LLC


	
OHI Asset (SC) Greenville, LLC


	
OHI Asset (SC) Orangeburg, LLC


	
OHI Asset (WV) Danville, LLC


	
OHI Asset (WV) Ivydale, LLC


	
OHI Mezz Lender, LLC


	
11900 East Artesia Boulevard, LLC


2400 Parkside Drive, LLC


Golden Hill Real Estate Company, LLC


1628 B Street, LLC


PV Realty–Willow Tree, LLC


Bala Cynwyd Real Estate, LP


Hot Springs Atrium Owner, LLC


Hot Springs Cottages Owner, LLC


Hot Springs Marina Owner, LLC


OHI Asset (OR) Troutdale, LLC


OHI Asset (PA) GP, LLC


OHI Asset (PA) West Mifflin, LP


OHI Asset (TN) Jefferson City, LLC


OHI Asset CHG ALF, LLC


OHI Asset Management, LLC


OHI Healthcare Properties Holdco, Inc.


OHI Healthcare Properties Limited Partnership







 



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Schedule II







NEW SUBSIDIARIES








	
OHI (Illinois) Holding, LLC


OHI Asset (TN) Rogersville, LLC


OHI Asset CSE–E Subsidiary, LLC


OHI Asset CSE–U Subsidiary, LLC


Pavillion North Partners, LLC


Pavillion Nursing Center North, LLC