Exhibit 4.1


 


EXECUTION VERSION


 





 



 


OMEGA HEALTHCARE INVESTORS, INC.,


as Issuer,


 


the SUBSIDIARY GUARANTORS named herein,


as Subsidiary Guarantors,


 


and


 


U.S. BANK NATIONAL ASSOCIATION,


as Trustee


 





 



 


INDENTURE


 





 



 


Dated as of March 18, 2015


 





 



 


4.500% Senior Notes due 2027


 





 



 




    	 



    	 



    

 


CROSS-REFERENCE TABLE


 


	Trust Indenture Act Section	 	Indenture Section
	310 (a)(1)	 	7.10
	(a)(2)	 	7.10
	(a)(3)	 	N.A.
	(a)(4)	 	N.A.
	(a)(5)	 	7.08; 7.10
	(b)	 	7.08; 7.10; 12.02
	(c)	 	N.A.
	311 (a)	 	7.11
	(b)	 	7.11
	(c)	 	N.A.
	312 (a)	 	2.05
	(b)	 	11.03
	(c)	 	11.03
	313 (a)	 	7.06
	(b)(1)	 	7.06
	(b)(2)	 	7.06
	(c)	 	7.06; 11.02
	(d)	 	7.06
	314 (a)	 	4.05; 4.10; 11.02
	(b)	 	N.A.
	(c)(1)	 	7.02; 11.04; 11.05
	(c)(2)	 	7.02; 11.04; 11.05
	(c)(3)	 	N.A.
	(d)	 	N.A.
	(e)	 	11.05
	(f)	 	N.A.
	315 (a)	 	7.01(b); 7.02(a)
	(b)	 	7.05; 11.02
	(c)	 	7.01
	(d)	 	6.05; 7.01(c)
	(e)	 	6.11
	316 (a) (last sentence)	 	2.09
	(a)(1)(A)	 	6.05
	(a)(1)(B)	 	6.04
	(a)(2)	 	9.02
	(b)	 	6.07
	(c)	 	9.04
	317 (a)(1)	 	6.08
	(a)(2)	 	6.09
	(b)	 	2.04
	318 (a)	 	11.01
	(c)	 	11.01


 





 



N.A. means Not Applicable


 


Note:    This Cross-Reference Table shall not,
for any purpose, be deemed to be a part of this Indenture.


 




    	 



    	 



    

 


TABLE OF CONTENTS


 





	 	 	 	 	Page
	 	 	 	 	 
	ARTICLE One
	 
	DEFINITIONS AND INCORPORATION BY REFERENCE
	 	 	 	 	 
	SECTION 1.01.	 	Definitions	 	1
	SECTION 1.02.	 	Other Definitions	 	13
	SECTION 1.03.	 	Incorporation by Reference of Trust Indenture Act	 	14
	SECTION 1.04.	 	Rules of Construction	 	14
	 	 	 	 	 
	ARTICLE Two
	 
	THE NOTES
	 	 	 	 	 
	SECTION 2.01.	 	Form and Dating	 	15
	SECTION 2.02.	 	Execution, Authentication and Denomination; Additional Notes; Exchange Notes	 	16
	SECTION 2.03.	 	Registrar and Paying Agent	 	17
	SECTION 2.04.	 	Paying Agent To Hold Assets in Trust	 	18
	SECTION 2.05.	 	Holder Lists	 	18
	SECTION 2.06.	 	Transfer and Exchange	 	18
	SECTION 2.07.	 	Replacement Notes	 	19
	SECTION 2.08.	 	Outstanding Notes	 	19
	SECTION 2.09.	 	Treasury Notes	 	20
	SECTION 2.10.	 	Temporary Notes	 	20
	SECTION 2.11.	 	Cancellation	 	20
	SECTION 2.12.	 	Defaulted Interest	 	20
	SECTION 2.13.	 	CUSIP and ISIN Numbers	 	21
	SECTION 2.14.	 	Deposit of Moneys	 	21
	SECTION 2.15.	 	Book-Entry Provisions for Global Notes	 	21
	SECTION 2.16.	 	Special Transfer and Exchange Provisions	 	22
	 	 	 	 	 
	ARTICLE Three
	 
	REDEMPTION
	 	 	 	 	 
	SECTION 3.01.	 	Notices to Trustee	 	26
	SECTION 3.02.	 	Selection of Notes To Be Redeemed	 	26
	SECTION 3.03.	 	Notice of Redemption	 	26
	SECTION 3.04.	 	Effect of Notice of Redemption	 	27
	SECTION 3.05.	 	Deposit of Redemption Price	 	28
	SECTION 3.06.	 	Notes Redeemed in Part	 	28


 




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	ARTICLE Four
	 
	COVENANTS
	 	 	 	 	 
	SECTION 4.01.	 	Payment of Notes	 	28
	SECTION 4.02.	 	Maintenance of Office or Agency	 	28
	SECTION 4.03.	 	Corporate Existence	 	29
	SECTION 4.04.	 	Payment of Taxes	 	29
	SECTION 4.05.	 	Compliance Certificate; Notice of Default	 	29
	SECTION 4.06.	 	Waiver of Stay, Extension or Usury Laws	 	30
	SECTION 4.07.	 	Limitation on Indebtedness	 	30
	SECTION 4.08.	 	Maintenance of Total Unencumbered Assets	 	31
	SECTION 4.09.	 	Limitation on Issuances of Guarantees by Subsidiaries	 	31
	SECTION 4.10.	 	Reports to Holders	 	31
	 	 	 	 	 
	ARTICLE Five
	 
	SUCCESSOR CORPORATION
	 	 	 	 	 
	SECTION 5.01.	 	Consolidation, Merger and Sale of Assets	 	31
	 	 	 	 	 
	ARTICLE Six
	 
	DEFAULT AND REMEDIES
	 	 	 	 	 
	SECTION 6.01.	 	Events of Default	 	33
	SECTION 6.02.	 	Acceleration	 	35
	SECTION 6.03.	 	Other Remedies	 	35
	SECTION 6.04.	 	Waiver of Past Defaults	 	36
	SECTION 6.05.	 	Control by Majority	 	36
	SECTION 6.06.	 	Limitation on Suits	 	36
	SECTION 6.07.	 	Rights of Holders To Receive Payment	 	37
	SECTION 6.08.	 	Collection Suit by Trustee	 	37
	SECTION 6.09.	 	Trustee May File Proofs of Claim	 	37
	SECTION 6.10.	 	Priorities	 	38
	SECTION 6.11.	 	Undertaking for Costs	 	38
	 	 	 	 	 
	ARTICLE Seven
	 
	TRUSTEE
	 	 	 	 	 
	SECTION 7.01.	 	Duties of Trustee	 	38
	SECTION 7.02.	 	Rights of Trustee	 	39
	SECTION 7.03.	 	Individual Rights of Trustee	 	41
	SECTION 7.04.	 	Trustee’s Disclaimer	 	41
	SECTION 7.05.	 	Notice of Default	 	41
	SECTION 7.06.	 	Reports by Trustee to Holders	 	41




 




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	SECTION 7.07.	 	Compensation and Indemnity	 	42
	SECTION 7.08.	 	Replacement of Trustee	 	43
	SECTION 7.09.	 	Successor Trustee by Merger, Etc.	 	44
	SECTION 7.10.	 	Eligibility; Disqualification	 	44
	SECTION 7.11.	 	Preferential Collection of Claims Against the Issuer	 	44
	 	 	 	 	 
	ARTICLE Eight
	 
	DISCHARGE OF INDENTURE; DEFEASANCE
	 	 	 	 	 
	SECTION 8.01.	 	Termination of the Issuer’s Obligations	 	44
	SECTION 8.02.	 	Legal Defeasance and Covenant Defeasance	 	45
	SECTION 8.03.	 	Conditions to Legal Defeasance or Covenant Defeasance	 	46
	SECTION 8.04.	 	Application of Trust Money	 	48
	SECTION 8.05.	 	Repayment to the Issuer	 	48
	SECTION 8.06.	 	Reinstatement	 	48
	 	 	 	 	 
	ARTICLE Nine
	 
	AMENDMENTS, SUPPLEMENTS AND WAIVERS
	 	 	 	 	 
	SECTION 9.01.	 	Without Consent of Holders	 	49
	SECTION 9.02.	 	With Consent of Holders	 	50
	SECTION 9.03.	 	Compliance with the Trust Indenture Act	 	51
	SECTION 9.04.	 	Revocation and Effect of Consents	 	51
	SECTION 9.05.	 	Notation on or Exchange of Notes	 	52
	SECTION 9.06.	 	Trustee To Sign Amendments, Etc.	 	52
	 	 	 	 	 
	ARTICLE Ten
	 
	SUBSIDIARY GUARANTEE
	 	 	 	 	 
	SECTION 10.01.	 	Guarantee	 	52
	SECTION 10.02.	 	Limitation on Subsidiary Guarantor Liability	 	53
	SECTION 10.03.	 	Execution and Delivery of Subsidiary Guarantee	 	54
	SECTION 10.04.	 	Release of a Subsidiary Guarantor	 	54
	 	 	 	 	 
	ARTICLE Eleven
	 
	MISCELLANEOUS
	 	 	 	 	 
	SECTION 11.01.	 	Trust Indenture Act Controls	 	55
	SECTION 11.02.	 	Notices	 	55
	SECTION 11.03.	 	Communications by Holders with Other Holders	 	56
	SECTION 11.04.	 	Certificate and Opinion as to Conditions Precedent	 	57
	SECTION 11.05.	 	Statements Required in Certificate or Opinion	 	57
	SECTION 11.06.	 	Rules by Paying Agent or Registrar	 	57
	SECTION 11.07.	 	Legal Holidays	 	57




 




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	SECTION 11.08.	 	Governing Law	 	58
	SECTION 11.09.	 	No Adverse Interpretation of Other Agreements	 	58
	SECTION 11.10.	 	No Recourse Against Others	 	58
	SECTION 11.11.	 	Successors	 	58
	SECTION 11.12.	 	Duplicate Originals	 	58
	SECTION 11.13.	 	Severability	 	58
	 	 	 	 	 
	SIGNATURES   	 	S-1




 


	Exhibit A	-	Form of Note
	Exhibit B	-	Form of Legends
	Exhibit C	-	Form of Certificate To Be Delivered in Connection with Transfers to Non-QIB Accredited Investors
	Exhibit D	-	Form of Certificate To Be Delivered in Connection with Transfers Pursuant to Regulation S
	Exhibit E	-	Form of Notation of Subsidiary Guarantee


 


Note:   This Table of Contents shall not, for any purpose, be deemed
to be part of this Indenture.


 




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INDENTURE dated as of March 18, 2015 among Omega
Healthcare Investors, Inc., a Maryland corporation (the “Issuer”), each of the Subsidiary Guarantors named herein,
as 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”).


 


The Issuer has duly authorized the creation of
an issue of 4.500% Senior Notes due 2027 and, to provide therefor, the Issuer and the Subsidiary Guarantors have duly authorized
the execution and delivery of this Indenture.  All things necessary to make the Notes, when duly issued and executed
by the Issuer and authenticated and delivered hereunder, the valid and binding obligations of the Issuer and to make this Indenture
a valid and binding agreement of the Issuer and the Subsidiary Guarantors have been done.


 


THIS INDENTURE WITNESSETH


 


For and in consideration of the premises and the
purchase of the Notes by the Holders thereof, the parties hereto covenant and agree, for the equal and proportionate benefit of
all Holders, as follows:


 


ARTICLE
One


 


DEFINITIONS
AND INCORPORATION BY REFERENCE


 


SECTION 1.01.          Definitions.


 


Set forth below are certain defined terms used
in this Indenture.


 


“Acquired Indebtedness” means
Indebtedness of a Person existing at the time such Person becomes a Subsidiary or that is assumed in connection with an Asset Acquisition
from such Person by a Subsidiary and not incurred by such Person in connection with, or in anticipation of, such Person becoming
a Subsidiary or such Asset Acquisition; provided, however, that Indebtedness of such Person that is redeemed, defeased,
retired or otherwise repaid at the time of or immediately upon consummation of the transactions by which such Person becomes a
Subsidiary or such Asset Acquisition shall not be Acquired Indebtedness.


 


“Additional Interest” has the
meaning set forth in the Registration Rights Agreement.


 


“Adjusted Consolidated Net Income”
means, for any period, the aggregate net income (or loss) (before giving effect to cash dividends on preferred stock of the Issuer
or charges resulting from the redemption of preferred stock of the Issuer) of the Issuer and its Subsidiaries for such period determined
on a consolidated basis in conformity with GAAP; provided, however, that the following items shall be excluded in computing
Adjusted Consolidated Net Income, without duplication:


 




    	 



    	 



    

 


(1)       the net income of any Person,
other than the Issuer or a Subsidiary, except to the extent of the amount of dividends or other distributions actually paid to
the Issuer or any of its Subsidiaries by such Person during such period;


 


(2)       the net income of any Subsidiary
to the extent that the declaration or payment of dividends or similar distributions by such Subsidiary of such net income is not
at the time permitted by the operation of the terms of its charter or any agreement, instrument, judgment, decree, order, statute,
rule or governmental regulation applicable to such Subsidiary;


 


(3)       any after-tax gains or losses
attributable to asset sales; and


 


(4)       all extraordinary gains and
extraordinary losses.


 


“Adjusted Total Assets” means,
for any Person, the sum of:


 


(1)       Total Assets for such Person
as of the end of the fiscal quarter preceding the Transaction Date as set forth on the most recent quarterly or annual consolidated
balance sheet of the Issuer and its Subsidiaries, prepared in conformity with GAAP and filed with the SEC or provided to the Trustee
pursuant to Section 4.10; and


 


(2)       any increase in Total Assets
following the end of such quarter including, without limitation, any increase in Total Assets resulting from the application of
the proceeds of any additional Indebtedness.


 


“Affiliate” means, as applied
to any Person, any other Person directly or indirectly controlling, controlled by, or under direct or indirect common control with,
such Person.  For purposes of this definition, “control” (including, with correlative meanings, the
terms “controlling,” “controlled by” and “under common control with”),
as applied to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management
and policies of such Person, whether through the ownership of voting securities, by contract or otherwise.


 


“Agent” means any Registrar
or Paying Agent.


 


“amend” means to amend, supplement,
restate, amend and restate or otherwise modify, including successively; and “amendment” shall have a correlative
meaning.


 


“Asset Acquisition” means:


 


(1)       an investment by the Issuer
or any of its Subsidiaries in any other Person pursuant to which such Person shall become a Subsidiary or shall be merged into
or consolidated with the Issuer or any of its Subsidiaries; provided, however, that such Person’s primary business
is related, ancillary, incidental or complementary to the businesses of the Issuer or any of its Subsidiaries on the date of such
investment; or


 


(2)       an acquisition by the Issuer
or any of its Subsidiaries from any other Person of assets that constitute substantially all of a division or line of business,
or one or


 




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more healthcare properties, of such
Person; provided, however, that the assets and properties acquired are related, ancillary, incidental or complementary to
the businesses of the Issuer or any of its Subsidiaries on the date of such acquisition.


 


“Asset Disposition” means the
sale or other disposition by the Issuer or any of its Subsidiaries, other than to the Issuer or another Subsidiary, of:


 


(1)       all or substantially all of
the Capital Stock of any Subsidiary; or


 


(2)       all or substantially all of
the assets that constitute a division or line of business, or one or more healthcare properties, of the Issuer or any of its Subsidiaries.


 


“Bankruptcy Law” means Title
11 of the United States Code, as amended, or any insolvency or other similar federal or state law for the relief of debtors.


 


“Board of Directors” means,
as to any Person, the board of directors (or similar governing body) of such Person or any duly authorized committee thereof.


 


“Board Resolution” means, with
respect to any Person, a copy of a resolution certified by the Secretary or an Assistant Secretary of such Person to have been
duly adopted by the Board of Directors of such Person and to be in full force and effect on the date of such certification, and
delivered to the Trustee.


 


“Business Day” means a day
other than a Saturday, Sunday or other day on which banking institutions in New York or Maryland are authorized or required by
law to close.


 


“Capital Stock” means, with
respect to any Person, any and all shares, interests, participations or other equivalents (however designated, whether voting or
non-voting), including partnership interests, whether general or limited, in the equity of such Person, whether outstanding on
the Closing Date or issued thereafter, including, without limitation, all Common Stock and Preferred Stock.


 


“Capitalized Lease” means,
as applied to any Person, any lease of any property, whether real, personal or mixed, of which the discounted present value of
the rental obligations of such Person as lessee, in conformity with GAAP, is required to be capitalized on the balance sheet of
such Person.


 


“Capitalized Lease Obligations”
means the discounted present value of the rental obligations under a Capitalized Lease as reflected on the balance sheet of such
Person as determined in conformity with GAAP.


 


“Closing Date” means March
18, 2015.


 


“Common Stock” means, with
respect to any Person, any and all shares, interests, participations or other equivalents (however designated, whether voting or
non-voting) that have no preference on liquidation or with respect to distributions over any other class of Capital Stock, including
partnership interests, whether general or limited, of such Person’s equity, whether


 




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outstanding on the Closing Date or issued thereafter,
including, without limitation, all series and classes of common stock.


 


“Consolidated EBITDA” means,
for any period, Adjusted Consolidated Net Income for such period plus amounts which have been deducted and minus
amounts which have been added for, without duplication:


 


(1)       Consolidated Interest Expense;


 


(2)       provision for taxes based on
income;


 


(3)       impairment losses and gains
on sales or other dispositions of properties and other Investments;


 


(4)       real estate related depreciation
and amortization expense;


 


(5)       the effect of any non-recurring,
non-cash items;


 


(6)       amortization of deferred charges;


 


(7)       gains or losses on early extinguishment
of Indebtedness; and


 


(8)       acquisition expenses;


 


all as determined on a consolidated basis for the Issuer and its
Subsidiaries in conformity with GAAP; provided, however, that, if any Subsidiary is not a Wholly Owned Subsidiary, Consolidated
EBITDA shall be reduced (to the extent not already reduced in Adjusted Consolidated Net Income or otherwise reduced in accordance
with GAAP) by an amount equal to:


 


(x)       the amount of the Adjusted
Consolidated Net Income attributable to such Subsidiary multiplied by


 


(y)       the percentage ownership interest
in the income of such Subsidiary not owned on the last day of such period by the Issuer or any of its Subsidiaries.


 


“Consolidated Interest Expense”
means, for any period, the aggregate amount of interest expense in respect of Indebtedness of the Issuer and the Subsidiaries during
such period, all as determined on a consolidated basis in conformity with GAAP including, without limitation (without duplication):


 


(1)       amortization of debt issuance
costs, debt discount or premium and other financing fees and expenses;


 


(2)       the interest portion of any
deferred payment obligations;


 


(3)       all commissions, discounts
and other fees and expenses owed with respect to letters of credit and bankers’ acceptance financing;


 




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(4)       the net costs associated with
Interest Rate Agreements and Indebtedness that is Guaranteed or secured by assets of the Issuer or any of its Subsidiaries; and


 


(5)       all but the principal component
of rentals in respect of Capitalized Lease Obligations paid, accrued or scheduled to be paid or to be accrued by the Issuer and
its Subsidiaries;


 


excluding, to the extent included in interest expense above,
the amount of such interest expense of any Subsidiary if the net income of such Subsidiary is excluded in the calculation of Adjusted
Consolidated Net Income pursuant to clause (2) of the definition thereof (but only in the same proportion as the net income
of such Subsidiary is excluded from the calculation of Adjusted Consolidated Net Income pursuant to clause (2) of the definition
thereof), as determined on a consolidated basis in conformity with GAAP.


 


“Corporate Trust Office” means
the corporate trust office of the Trustee located at Two Midtown Plaza, 1349 W. Peachtree Street, NW, Suite 1050, EX-GA-ATPT, Atlanta,
Georgia 30309, Attention: Corporate Trust Department, or such other office, designated by the Trustee by written notice to the
Issuer, at which at any particular time its corporate trust business shall be administered.


 


“Custodian” means any receiver,
trustee, assignee, liquidator or similar official under any Bankruptcy Law.


 


“Default” means any event that
is, or after notice or passage of time or both would be, an Event of Default.


 


“Depository” means The Depository
Trust Company, New York, New York, or a successor thereto registered under the Exchange Act or other applicable statute or regulation.


 


“Disqualified Stock” means
any class or series of Capital Stock of any Person that by its terms or otherwise is:


 


(1)       required to be redeemed prior
to the Stated Maturity of the Notes,


 


(2)       redeemable at the option of
the holder of such class or series of Capital Stock, at any time prior to the Stated Maturity of the Notes, or


 


(3)       convertible into or exchangeable
for Capital Stock referred to in clause (1) or (2) above or Indebtedness having a scheduled maturity prior to the Stated
Maturity of the Notes;


 


provided, however, that any Capital Stock that would not
constitute Disqualified Stock but for customary provisions thereof giving holders thereof the right to require such Person to repurchase
or redeem such Capital Stock upon the occurrence of an “asset sale” or “change of control” occurring prior
to the Stated Maturity of the Notes shall not constitute Disqualified Stock.


 




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“Exchange Act” means the Securities
Exchange Act of 1934, as amended, or any successor statute or statutes thereto.


 


“Exchange Notes” has the meaning
set forth in the Registration Rights Agreement.


 


“Exchange Offer” means the
offer that may be made by the Issuer pursuant to the Registration Rights Agreement to exchange Notes bearing the Private Placement
Legend for the Exchange Notes.


 


“Existing Note Indentures”
means the indenture governing the Issuer’s 6.75% senior notes due 2022, the indenture governing the Issuer’s 5.875%
senior notes due 2024, the indenture governing the Issuer’s 4.950% senior notes due 2024 and the indenture governing the
Issuer's 4.50% senior notes due 2025 (each an “Existing Note Indenture”), as each such Existing Note Indenture
may be supplemented from time to time.  


 


“fair market value” means the
price that would be paid in an arm’s-length transaction between an informed and willing seller under no compulsion to sell
and an informed and willing buyer under no compulsion to buy, as determined in good faith by the Board of Directors of the Issuer,
whose determination shall be conclusive if evidenced by a Board Resolution.


 


“GAAP” means generally accepted
accounting principles in the United States of America as in effect as of March 11, 2015, including, without limitation, those set
forth in the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants
and statements and pronouncements of the Financial Accounting Standards Board or in such other statements by such other entity
as approved by a significant segment of the accounting profession.  Except as otherwise specifically provided in this
Indenture, all ratios and computations contained or referred to in this Indenture shall be computed in conformity with GAAP applied
on a consistent basis.


 


“Guarantee” means any obligation,
contingent or otherwise, of any Person directly or indirectly guaranteeing any Indebtedness of any other Person and, without limiting
the generality of the foregoing, any obligation, direct or indirect, contingent or otherwise, of such Person:


 


(1)       to purchase or pay (or advance
or supply funds for the purchase or payment of) such Indebtedness of such other Person (whether arising by virtue of partnership
arrangements, or by agreements to keep-well, to purchase assets, goods, securities or services (unless such purchase arrangements
are on arm’s-length terms and are entered into in the ordinary course of business), to take-or-pay, or to maintain financial
statement conditions or otherwise); or


 


(2)       entered into for purposes of
assuring in any other manner the obligee of such Indebtedness of the payment thereof or to protect such obligee against loss in
respect thereof (in whole or in part);


 




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provided, however, that the term “Guarantee”
shall not include endorsements for collection or deposit in the ordinary course of business.  The term “Guarantee”
used as a verb has a corresponding meaning.


 


“Holder” means any registered
holder, from time to time, of the Notes.


 


“Incur” means, with respect
to any Indebtedness, to incur, create, issue, assume, Guarantee or otherwise become liable for or with respect to, or become responsible
for, the payment of, contingently or otherwise, such Indebtedness, including an “Incurrence” of Acquired Indebtedness;
provided, however, that neither the accrual of interest nor the accretion of original issue discount shall be considered
an Incurrence of Indebtedness.


 


“Indebtedness” means, with
respect to any Person at any date of determination (without duplication):


 


(1)       all indebtedness of such Person
for borrowed money;


 


(2)       all obligations of such Person
evidenced by bonds, debentures, notes or other similar instruments;


 


(3)       the face amount of letters
of credit or other similar instruments, excluding obligations with respect to letters of credit (including trade letters of credit)
securing obligations (other than obligations described in (1) or (2) above or (4), (5) or (6) below) entered
into in the ordinary course of business of such Person to the extent such letters of credit are not drawn upon or, if drawn upon,
to the extent such drawing is reimbursed no later than the third Business Day following receipt by such Person of a demand for
reimbursement;


 


(4)       all unconditional obligations
of such Person to pay amounts representing the balance deferred and unpaid of the purchase price of any property (which purchase
price is due more than six months after the date of placing such property in service or taking delivery and title thereto), except
any such balance that constitutes an accrued expense or Trade Payable;


 


(5)       all Capitalized Lease Obligations;


 


(6)       all Indebtedness of other Persons
secured by a Lien on any asset of such Person, whether or not such Indebtedness is assumed by such Person; provided, however,
that the amount of such Indebtedness shall be the lesser of (A) the fair market value of such asset at that date of determination
and (B) the amount of such Indebtedness;


 


and also includes, to the extent not otherwise included, any non-contingent
obligation of such Person to be liable for, or to pay, as obligor, guarantor or otherwise (other than for purposes of collection
in the ordinary course of business), Indebtedness of the types referred to in items (1) through (6) above of another Person (it
being understood that Indebtedness shall be deemed to be Incurred by such Person whenever such Person shall create, assume, guarantee
(on a non-contingent basis) or otherwise become liable in respect thereof).  In addition,


 




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(1)       the amount outstanding at any
time of any Indebtedness issued with original issue discount shall be deemed to be the face amount with respect to such Indebtedness
less the remaining unamortized portion of the original issue discount of such Indebtedness at the date of determination in conformity
with GAAP, and


 


(2)       Indebtedness shall not include
any liability for federal, state, local or other taxes.


 


“Indenture” means this Indenture,
as amended or supplemented from time to time in accordance with the terms hereof.


 


“Initial Purchasers” means
J.P. Morgan Securities LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Credit Agricole Securities (USA) Inc., RBC
Capital Markets, LLC, Stifel, Nicolaus & Company, Incorporated, Morgan Stanley & Co. LLC, Capital One Securities, Inc.,
SunTrust Robinson Humphrey, Inc., Mitsubishi UFJ Securities (USA), Inc., Wells Fargo Securities, LLC, BBVA Securities Inc., BB&T
Capital Markets, a division of BB&T Securities, LLC and SMBC Nikko Securities America, Inc.


 


“Institutional Accredited Investor”
or “IAI” means an “accredited investor” within the meaning of Rule 501(a)(1), (2), (3) or (7)
under the Securities Act.


 


“interest” means, with respect
to the Notes, interest and Additional Interest, if any, on the Notes.


 


“Interest Coverage Ratio” means,
on any Transaction Date, the ratio of:


 


(x)       the aggregate amount of Consolidated EBITDA for the then most recent four fiscal quarters prior to such Transaction Date for
which reports have been filed with the SEC or provided to the Trustee pursuant to Section 4.10 (“Four Quarter
Period”) to


 


(y)       the aggregate Consolidated Interest Expense during such Four Quarter Period.


 


In making the foregoing calculation,


 


(1)       pro forma effect
shall be given to any Indebtedness Incurred or repaid (other than in connection with an Asset Acquisition or Asset Disposition)
during the period (“Reference Period”) commencing on the first day of the Four Quarter Period and ending on
the Transaction Date (other than Indebtedness Incurred or repaid under a revolving credit or similar arrangement), in each case
as if such Indebtedness had been Incurred or repaid on the first day of such Reference Period;


 


(2)       Consolidated Interest Expense
attributable to interest on any Indebtedness (whether existing or being Incurred) computed on a pro forma basis and
bearing a floating interest rate shall be computed as if the rate in effect on the Transaction Date (taking into account any Interest
Rate Agreement applicable to such Indebtedness if such Interest Rate Agreement has a remaining term in excess of 12 months
or, if shorter, at


 




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least equal to the remaining term of
such Indebtedness) had been the applicable rate for the entire period;


 


(3)       pro forma effect
shall be given to Asset Dispositions and Asset Acquisitions and Investments (including giving pro forma effect to
the application of proceeds of any Asset Disposition and any Indebtedness Incurred or repaid in connection with any such Asset
Acquisitions or Asset Dispositions) that occur during such Reference Period but subsequent to the end of the related Four Quarter
Period as if they had occurred and such proceeds had been applied on the first day of such Reference Period; and


 


(4)       pro forma effect
shall be given to asset dispositions and asset acquisitions (including giving pro forma effect to (i) the application
of proceeds of any asset disposition and any Indebtedness Incurred or repaid in connection with any such asset acquisitions or
asset dispositions and (ii) expense and cost reductions calculated on a basis consistent with Regulation S-X under the
Exchange Act) that have been made by any Person that has become a Subsidiary or has been merged with or into the Issuer or any
of its Subsidiaries during such Reference Period but subsequent to the end of the related Four Quarter Period and that would have
constituted asset dispositions or asset acquisitions during such Reference Period but subsequent to the end of the related Four
Quarter Period had such transactions occurred when such Person was a Subsidiary as if such asset dispositions or asset acquisitions
were Asset Dispositions or Asset Acquisitions and had occurred on the first day of such Reference Period;


 


provided, however, that to the extent that clause (3)
or (4) of this paragraph requires that pro forma effect be given to an Asset Acquisition or Asset Disposition
or asset acquisition or asset disposition, as the case may be, such pro forma calculation shall be based upon the
four full fiscal quarters immediately preceding the Transaction Date of the Person, or division or line of business, or one or
more healthcare properties, of the Person that is acquired or disposed of to the extent that such financial information is available.


 


“Interest Payment Date” means
the Stated Maturity of an installment of interest on the Notes.


 


“Interest Rate Agreement” means
any interest rate protection agreement, interest rate future agreement, interest rate option agreement, interest rate swap agreement,
interest rate cap agreement, interest rate collar agreement, interest rate hedge agreement, option or future contract or other
similar agreement or arrangement with respect to interest rates.


 


“Investment” in any Person
means any direct or indirect advance, loan or other extension of credit (including, without limitation, by way of Guarantee or
similar arrangement, but excluding advances to customers in the ordinary course of business that are, in conformity with GAAP,
recorded as accounts receivable on the consolidated balance sheet of the Issuer and its Subsidiaries) or capital contribution to
(by means of any transfer of cash or other property (tangible or intangible) to others or any payment for property or services
solely for the account or use of others, or otherwise), or any purchase or acquisition of Capital Stock, bonds, notes, debentures
or other similar instruments issued by, such Person.


 




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“Lien” means any mortgage,
pledge, security interest, encumbrance, lien or charge of any kind (including, without limitation, any conditional sale or other
title retention agreement or lease in the nature thereof or any agreement to give any security interest).


 


“Non-U.S. Person” has the meaning
assigned to such term in Regulation S.


 


“Notes” means, collectively,
the Issuer’s 4.500% Senior Notes due 2027 issued in accordance with Section 2.02 (whether issued on the Closing Date,
issued as Additional Notes, issued as Exchange Notes or Private Exchange Notes, or otherwise issued after the Closing Date) treated
as a single class of securities under this Indenture, as amended or supplemented from time to time in accordance with the terms
of this Indenture.


 


“Officer” means any of the
following of the Issuer or a Subsidiary Guarantor, as applicable: the Chairman of the Board of Directors, the Chief Executive Officer,
the Chief Financial Officer, the President, any Vice President, the Treasurer or the Secretary.


 


“Officers’ Certificate”
means a certificate signed by two Officers.


 


“Opinion of Counsel” means
a written opinion from legal counsel who is reasonably acceptable to the Trustee.  The counsel may be an employee of,
or counsel to, the Issuer, a Subsidiary Guarantor or the Trustee.


 


“Person” means any individual,
corporation, partnership, limited liability company, joint venture, incorporated or unincorporated association, joint-stock company,
trust, unincorporated organization or government or other agency or political subdivision thereof or other entity of any kind.


 


“Preferred Stock” means, with
respect to any Person, any and all shares, interests, participations or other equivalents (however designated, whether voting or
non-voting) that have a preference on liquidation or with respect to distributions over any other class of Capital Stock, including
preferred partnership interests, whether general or limited, or such Person’s preferred or preference stock, whether outstanding
on the Closing Date or issued thereafter, including, without limitation, all series and classes of such preferred or preference
stock.


 


“principal” means, with respect
to the Notes, the principal of and premium, if any, on the Notes.


 


“Private Exchange” has the
meaning given to it in the Registration Rights Agreement.


 


“Private Exchange Notes” has
the meaning given to it in the Registration Rights Agreement.


 


“Private Placement Legend”
means the legends initially set forth on the Notes in the form set forth in Exhibit B.


 


“QIB” shall have the meaning
specified in Rule 144A under the Securities Act.


 




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“Record Date” means the applicable
Record Date specified in the Notes; provided, however, that if any such date is not a Business Day, the Record Date
shall be the first day immediately succeeding such specified day that is a Business Day.


 


“redeem” means to redeem, repurchase,
purchase, defease, retire, discharge or otherwise acquire or retire for value; and “redemption” shall have a
correlative meaning; provided, however, that this definition shall not apply for purposes of Section 5 of the
Notes or Article Three.


 


“Redemption Date,” when used
with respect to any Note to be redeemed, means the date fixed for such redemption pursuant to this Indenture and the Notes.


 


“Redemption Price,” when used
with respect to any Note to be redeemed, means the price fixed for such redemption, payable in immediately available funds, pursuant
to this Indenture and the Notes.


 


“Registration Rights Agreement”
means the Registration Rights Agreement dated as of March 18, 2015 among the Issuer, the Subsidiary Guarantors, J.P. Morgan Securities
LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Credit Agricole Securities (USA) Inc. and RBC Capital Markets, LLC,
on behalf of themselves and the other several initial purchasers, as amended, supplemented or modified from time to time, and any
similar agreement entered into in connection with the issuance of any Additional Notes.


 


“Regulation S” means Regulation S
under the Securities Act.


 


“Responsible Officer” means,
when used with respect to the Trustee, any officer in the Corporate Trust Office of the Trustee to whom any corporate trust matter
is referred because of such officer’s knowledge of and familiarity with the particular subject and shall also mean any officer
who shall have direct responsibility for the administration of this Indenture.


 


“Restricted Security” means
a Note that constitutes a “Restricted Security” within the meaning of Rule 144(a)(3) under the Securities Act;
provided, however, that the Trustee shall be entitled to request and conclusively rely on an Opinion of Counsel with respect
to whether any Note constitutes a Restricted Security.


 


“Rule 144A” means Rule 144A
under the Securities Act.


 


“SEC” means the U.S. Securities
and Exchange Commission.


 


“Secured Indebtedness” means
any Indebtedness secured by a Lien upon the property of the Issuer or any of its Subsidiaries.


 


“Securities Act” means the
U.S. Securities Act of 1933, as amended, or any successor statute or statutes thereto.


 


“Significant Subsidiary,” with
respect to any Person, means any subsidiary of such Person that satisfies the criteria for a “significant subsidiary”
set forth in Rule 1.02(w) of Regulation S-X under the Exchange Act.


 




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“Stated Maturity” means:


 


(1)       with respect to any debt security,
the date specified in such debt security as the fixed date on which the final installment of principal of such debt security is
due and payable; and


 


(2)       with respect to any scheduled
installment of principal of or interest on any debt security, the date specified in such debt security as the fixed date on which
such installment is due and payable.


 


“Subsidiary” means, with respect
to any Person, any corporation, association or other business entity of which more than 50% of the voting power of the outstanding
Voting Stock is owned, directly or indirectly, by such Person and one or more other Subsidiaries of such Person and the accounts
of which would be consolidated with those of such Person in its consolidated financial statements in accordance with GAAP, if such
statements were prepared as of such date.


 


“Subsidiary Guarantee” means
a Guarantee by each Subsidiary Guarantor for payment of the Notes by such Subsidiary Guarantor.  The Subsidiary Guarantee
will be an unsecured senior obligation of each Subsidiary Guarantor and will be unconditional regardless of the enforceability
of the Notes and this Indenture.  Notwithstanding the foregoing, each Subsidiary Guarantee by a Subsidiary Guarantor
shall provide by its terms that it shall be automatically and unconditionally released and discharged under the circumstances described
in Section 10.04 hereof.  


 


“Subsidiary Guarantors” means
(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 this Indenture after the Closing Date, in each case,
until such Person is released from its Subsidiary Guarantee.


 


“Total Assets” means the sum
(without duplication) of:


 


(1)       Undepreciated Real Estate Assets;
and


 


(2)       all other assets (excluding
intangibles and accounts receivable) of the Issuer and its Subsidiaries on a consolidated basis determined in conformity with GAAP.


 


“Total Unencumbered Assets”
as of any date means the sum of:


 


(1)       those Undepreciated Real Estate
Assets not securing any portion of Secured Indebtedness; and


 


(2)       all other assets (but excluding
intangibles and accounts receivable) of the Issuer and its Subsidiaries not securing any portion of Secured Indebtedness determined
on a consolidated basis in conformity with GAAP;


 


provided, however, that all investments in unconsolidated
joint ventures, unconsolidated limited partnerships, unconsolidated limited liability companies and other unconsolidated entities
shall


 




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be excluded from Total Unencumbered Assets to the extent that such
investments would have otherwise been included.


 


“Trade Payables” means, with
respect to any Person, any accounts payable or any other indebtedness or monetary obligation to trade creditors created, assumed
or Guaranteed by such Person or any of its Subsidiaries arising in the ordinary course of business in connection with the acquisition
of goods or services.


 


“Transaction Date” means, with
respect to the Incurrence of any Indebtedness by the Issuer or any of its Subsidiaries, the date such Indebtedness is to be Incurred.


 


“Trust Indenture Act” means
the Trust Indenture Act of 1939, as amended.


 


“Trustee” means the party named
as such in this Indenture until a successor replaces it in accordance with the provisions of this Indenture and thereafter means
such successor.


 


“Undepreciated Real Estate Assets”
means, as of any date, the cost (being the original cost to the Issuer or any of its Subsidiaries plus capital improvements) of
real estate assets of the Issuer and its Subsidiaries on such date, before depreciation and amortization of such real estate assets,
determined on a consolidated basis in conformity with GAAP.


 


“Unsecured Indebtedness” means
any Indebtedness of the Issuer or any of its Subsidiaries that is not Secured Indebtedness.


 


“U.S. Government Obligations”
means direct obligations of, obligations guaranteed by, or participations in pools consisting solely of obligations of or obligations
guaranteed by, the United States of America for the payment of which obligations or guarantee the full faith and credit of the
United States of America is pledged and that are not callable or redeemable at the option of the issuer thereof.


 


“U.S. Legal Tender” means such
coin or currency of the United States of America that at the time of payment shall be legal tender for the payment of public and
private debts.


 


“Voting Stock” means with respect
to any Person, Capital Stock of any class or kind ordinarily having the power to vote for the election of directors, managers or
other voting members of the governing body of such Person.


 


“Wholly Owned” means, with
respect to any Subsidiary of any Person, the ownership of all of the outstanding Capital Stock of such Subsidiary (other than any
director’s qualifying shares or Investments by individuals mandated by applicable law) by such Person or one or more Wholly
Owned Subsidiaries of such Person.


 


 




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SECTION 1.02.          Other Definitions.


 




	Term	 	Defined in Section
	“144A Global Note”	 	2.01
	“Additional Notes”	 	2.02
	“Authentication Order”	 	2.02
	“Covenant Defeasance”	 	8.02
	“Event of Default”	 	6.01
	“Four Quarter Period”	 	1.01
	“Global Note”	 	2.01
	“IAI Global Note”	 	2.01
	“Initial Global Notes”	 	2.01
	“Initial Notes”	 	2.02
	“Issuer”	 	Preamble
	“Legal Defeasance”	 	8.02
	“Participants”	 	2.15
	“Paying Agent”	 	2.03
	“Payment Date”	 	1.01
	“Physical Notes”	 	2.01
	“Primary Treasury Dealer”	 	1.01
	“Reference Period”	 	1.01
	“Registrar”	 	2.03
	“Regulation S Global Note”	 	2.01


 


SECTION 1.03.          Incorporation by Reference
of Trust Indenture Act. 


 


Whenever this Indenture refers to a provision
of the Trust Indenture Act, such provision is incorporated by reference in, and made a part of, this Indenture.  The
following Trust Indenture Act terms used in this Indenture have the following meanings:


 


“indenture securities” means
the Notes.


 


“indenture security holder”
means a Holder.


 


“indenture to be qualified”
means this Indenture.


 


“indenture trustee” or “institutional
trustee” means the Trustee.


 


“obligor” on the indenture
securities means the Issuer, any Subsidiary Guarantor or any other obligor on the Notes.


 


All other Trust Indenture Act terms used in this
Indenture that are defined by the Trust Indenture Act, defined by Trust Indenture Act reference to another statute or defined by
SEC rule and not otherwise defined herein have the meanings assigned to them therein.


 


SECTION 1.04.          Rules of Construction.


 


Unless the context otherwise requires:


 


(1)       a term has the meaning assigned
to it;


 




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(2)       an accounting term not otherwise
defined has the meaning assigned to it in accordance with GAAP;


 


(3)       “or” is not exclusive;


 


(4)       words in the singular include
the plural, and words in the plural include the singular;


 


(5)       provisions apply to successive
events and transactions;


 


(6)       “herein,” “hereof”
and other words of similar import refer to this Indenture as a whole and not to any particular Article, Section or other subdivision;
and


 


(7)       the words “including,”
“includes” and similar words shall be deemed to be followed by “without limitation.”


 


ARTICLE
Two


 


THE
NOTES


 


SECTION 2.01.          Form and Dating.


 


The Notes and the Trustee’s certificate
of authentication shall be substantially in the form of Exhibit A hereto.  The Notes may have notations,
legends or endorsements required by law, stock exchange rule or usage.  The Issuer shall approve the form of the
Notes and any notation, legend or endorsement on them.  Each Note shall be dated the date of its issuance and show the
date of its authentication.  Each Note shall have an executed Subsidiary Guarantee from each of the Subsidiary Guarantors
existing on the Closing Date endorsed thereon substantially in the form of Exhibit E.


 


The terms and provisions contained in the Notes
and the Subsidiary Guarantees shall constitute, and are hereby expressly made, a part of this Indenture and, to the extent applicable,
the Issuer, the Subsidiary Guarantors and the Trustee, by their execution and delivery of this Indenture, expressly agree to such
terms and provisions and to be bound thereby.


 


Notes offered and sold in reliance on Rule 144A
shall be issued initially in the form of one or more permanent global Notes, each in registered form, substantially in the form set forth
in Exhibit A (individually and collectively, the “144A Global Note”), deposited with the Trustee, as custodian for the Depository,
duly executed by the Issuer (and having an executed Subsidiary Guarantee from each of the Subsidiary Guarantors endorsed thereon)
and authenticated by the Trustee as hereinafter provided and shall bear the legends set forth in Exhibit B.  


 


Notes offered and sold in offshore transactions
in reliance on Regulation S shall be issued initially in the form of one or more permanent global Notes, each in registered form, substantially
in the form of Exhibit A (individually and collectively, the “Regulation S Global Note”), deposited with the Trustee, as custodian
for the Depository, duly executed by the Issuer (and having an executed Subsidiary


 




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Guarantee from each of the Subsidiary Guarantors
endorsed thereon) and authenticated by the Trustee as hereinafter provided and shall bear the legends set forth in Exhibit B.


 


The initial offer and resale of the Notes shall
not be to an Institutional Accredited Investor.  The Notes resold to Institutional Accredited Investors in connection
with the first transfer made pursuant to Section 2.16(a) shall be issued initially in the form of a single permanent Global
Note in registered form, substantially in the form set forth in Exhibit A (the “IAI Global Note,”
and, together with the 144A Global Note and the Regulation S Global Note, the “Initial Global Notes”), deposited
with the Trustee, as custodian for the Depository, duly executed by the Issuer (and having an executed Subsidiary Guarantee from
each of the Subsidiary Guarantors endorsed thereon) and authenticated by the Trustee as hereinafter provided and shall bear the
legends set forth in Exhibit B.


 


Notes issued after the Closing Date shall be issued
initially in the form of one or more global Notes in registered form, substantially in the form set forth in Exhibit A,
deposited with the Trustee, as custodian for the Depository, duly executed by the Issuer (and having an executed Subsidiary Guarantee
from each of the Subsidiary Guarantors endorsed thereon) and authenticated by the Trustee as hereinafter provided and shall bear
any legends required by applicable law (together with the Initial Global Notes, the “Global Notes”) or as Physical
Notes.


 


The aggregate principal amount of the Global Notes
may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depository,
as hereinafter provided.  Notes issued in exchange for interests in a Global Note pursuant to Section 2.16 may be
issued in the form of permanent certificated Notes in registered form in substantially the form set forth in Exhibit A
and bearing the applicable legends, if any, (the “Physical Notes”).


 


SECTION 2.02.          Execution, Authentication
and Denomination; Additional Notes; Exchange Notes


 


One Officer of the Issuer (who shall have been
duly authorized by all requisite corporate actions) shall sign the Notes for such Issuer by manual or facsimile signature.  One
Officer of a Subsidiary Guarantor (who shall have been duly authorized by all requisite corporate or other applicable entity actions)
shall sign the Subsidiary Guarantee for such Subsidiary Guarantor by manual or facsimile signature.


 


If an Officer whose signature is on a Note or
Subsidiary Guarantee, as the case may be, was an Officer at the time of such execution but no longer holds that office at the time
the Trustee authenticates the Note, the Note shall nevertheless be valid.


 


A Note (and the Subsidiary Guarantees in respect
thereof) shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the
Note.  The signature shall be conclusive evidence that the Note has been authenticated under this Indenture.


 


The Trustee shall authenticate (i) on the
Closing Date, Notes for original issue in the aggregate principal amount not to exceed $700,000,000 (the “Initial Notes”),
(ii) additional Notes (the “Additional Notes”) in an unlimited amount (so long as not otherwise prohibited
by


 




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the terms of this Indenture, including Section 4.07)
and (iii) Exchange Notes or Private Exchange Notes (x) in exchange for a like principal amount of Initial Notes or (y) in
exchange for a like principal amount of Additional Notes in each case upon a written order of the Issuer in the form of a certificate
of an Officer of the Issuer (an “Authentication Order”).  Each such Authentication Order shall specify
the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, whether the Notes are to be Initial
Notes, Exchange Notes, Private Exchange Notes or Additional Notes and whether the Notes are to be issued as certificated Notes
or Global Notes or such other information as the Trustee may reasonably request.  In addition, with respect to authentication
pursuant to clause (ii) or (iii) of the first sentence of this paragraph, the first such Authentication Order from the Issuer shall
be accompanied by an Opinion of Counsel of the Issuer in a form reasonably satisfactory to the Trustee.


 


All Notes issued under this Indenture shall be
treated as a single class for all purposes under this Indenture.  The Additional Notes and the Private Exchange Notes
shall bear any legend required by applicable law.


 


The Trustee may appoint an authenticating agent
reasonably acceptable to the Issuer to authenticate Notes.  Unless otherwise provided in the appointment, an authenticating
agent may authenticate Notes whenever the Trustee may do so.  Each reference in this Indenture to authentication by the
Trustee includes authentication by such agent.  An authenticating agent has the same rights as an Agent to deal with
the Issuer and Affiliates of the Issuer.  The Trustee shall have the right to decline to authenticate and deliver any
Notes under this Indenture if the Trustee, being advised by counsel, determines that such action may not lawfully be taken or if
the Trustee in good faith shall determine that such action would expose the Trustee to personal liability.


 


The Notes shall be issuable only in registered
form without coupons in denominations of $2,000 and integral multiples of $1,000 in excess thereof.


 


SECTION 2.03.          Registrar and
Paying Agent.


 


The Issuer shall maintain or cause to be maintained
an office or agency in the Borough of Manhattan, The City of New York, where (a) Notes may be presented or surrendered for
registration of transfer or for exchange (“Registrar”), (b) Notes may, subject to Section 2 of the
Notes, be presented or surrendered for payment (“Paying Agent”) and (c) notices and demands to or upon
the Issuer in respect of the Notes and this Indenture may be served.  The Issuer may also from time to time designate
one or more other offices or agencies where the Notes may be presented or surrendered for any or all such purposes and may from
time to time rescind such designations; provided, however, that no such designation or rescission shall in any manner relieve
the Issuer of its obligation to maintain or cause to be maintained an office or agency in the Borough of Manhattan, The City of
New York, for such purposes.  The Issuer may act as Registrar or Paying Agent, except that for the purposes of Articles
Three and Eight, neither the Issuer nor any Affiliate of the Issuer shall act as Paying Agent.  The Registrar shall keep
a register of the Notes and of their transfer and exchange.  The Issuer, upon notice to the Trustee, may have one or
more co-registrars and one or more additional paying agents reasonably acceptable to the Trustee.  The term “Registrar”
includes any co-registrar and the term “Paying


 




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Agent” includes any additional paying agent.  The
Issuer initially appoints the Trustee as Registrar and Paying Agent until such time as the Trustee has resigned or a successor
has been appointed.


 


The Issuer shall enter into an appropriate agency
agreement with any Agent not a party to this Indenture, which agreement shall implement the provisions of this Indenture that relate
to such Agent.  The Issuer shall notify the Trustee, in advance, of the name and address of any such Agent.  If
the Issuer fails to maintain a Registrar or Paying Agent, the Trustee shall act as such.


 


SECTION 2.04.          Paying Agent
To Hold Assets in Trust.


 


The Issuer shall require each Paying Agent other
than the Trustee or the Issuer or any Subsidiary to agree in writing that each Paying Agent shall hold in trust for the benefit
of Holders or the Trustee all assets held by the Paying Agent for the payment of principal of, or interest on, the Notes (whether
such assets have been distributed to it by the Issuer or any other obligor on the Notes), and shall notify the Trustee of any Default
by the Issuer (or any other obligor on the Notes) in making any such payment.  The Issuer at any time may require a Paying
Agent to distribute all assets held by it to the Trustee and account for any assets disbursed and the Trustee may at any time during
the continuance of any payment Default, upon written request to a Paying Agent, require such Paying Agent to distribute all assets
held by it to the Trustee and to account for any assets distributed.  Upon distribution to the Trustee of all assets
that shall have been delivered by the Issuer to the Paying Agent, the Paying Agent shall have no further liability for such assets.


 


SECTION 2.05.          Holder Lists.


 


The Trustee shall preserve in as current a form
as is reasonably practicable the most recent list available to it of the names and addresses of Holders.  If the Trustee
is not the Registrar, the Issuer shall furnish to the Trustee at least two (2) Business Days prior to each Interest Payment Date
and at such other times as the Trustee may request in writing a list, in such form and as of such date as the Trustee may reasonably
require, of the names and addresses of Holders, which list may be conclusively relied upon by the Trustee.


 


SECTION 2.06.          Transfer and
Exchange.


 


Subject to Sections 2.15 and 2.16, when Notes
are presented to the Registrar with a request to register the transfer of such Notes or to exchange such Notes for an equal principal
amount of Notes of other authorized denominations, the Registrar shall register the transfer or make the exchange as requested
if its requirements for such transaction are met; provided, however, that the Notes surrendered for transfer or exchange
shall be duly endorsed or accompanied by a written instrument of transfer in form satisfactory to the Issuer and the Registrar,
duly executed by the Holder thereof or his or her attorney duly authorized in writing.  To permit registrations of transfers
and exchanges, the Issuer shall execute and the Trustee shall authenticate Notes at the Registrar’s request.  No
service charge shall be made for any registration of transfer or exchange, but the Issuer may require payment of a sum sufficient
to cover any transfer tax or similar governmental charge payable in connection therewith.


 




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Without the prior written consent of the Issuer,
the Registrar shall not be required to register the transfer of or exchange of any Note (i) during a period beginning at the
opening of business 15 days before the mailing of a notice of redemption of Notes and ending at the close of business on the day
of such mailing, (ii) selected for redemption in whole or in part pursuant to Article Three, except the unredeemed portion
of any Note being redeemed in part, and (iii) beginning at the opening of business on any Record Date and ending on the close
of business on the related Interest Payment Date.


 


Any Holder of a beneficial interest in a Global
Note shall, by acceptance of such beneficial interest, agree that transfers of beneficial interests in such Global Notes may be
effected only through a book-entry system maintained by the Holder of such Global Note (or its agent) in accordance with the applicable
legends thereon, and that ownership of a beneficial interest in the Note shall be required to be reflected in a book-entry system.


 


SECTION 2.07.          Replacement Notes.


 


If a mutilated Note is surrendered to the Trustee
or if the Holder of a Note claims that the Note has been lost, destroyed or wrongfully taken, the Issuer shall issue and the Trustee
shall authenticate a replacement Note if the Trustee’s requirements are met.  Such Holder must provide an indemnity
bond or other indemnity, sufficient in the judgment of both the Issuer and the Trustee, to protect the Issuer, the Trustee or any
Agent from any loss which any of them may suffer if a Note is replaced.  The Issuer may charge such Holder for its reasonable
out-of-pocket expenses in replacing a Note pursuant to this Section 2.07, including reasonable fees and expenses of counsel
and of the Trustee.


 


Every replacement Note is an additional obligation
of the Issuer and every replacement Subsidiary Guarantee shall constitute an additional obligation of the Subsidiary Guarantor
thereof.


 


The provisions of this Section 2.07 are exclusive
and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of lost, destroyed
or wrongfully taken Notes.


 


SECTION 2.08.          Outstanding Notes.


 


Notes outstanding at any time are all the Notes
that have been authenticated by the Trustee except those cancelled by it, those delivered to it for cancellation and those described
in this Section 2.08 as not outstanding.  A Note does not cease to be outstanding because the Issuer, the Subsidiary
Guarantors or any of their respective Affiliates hold the Note (subject to the provisions of Section 2.09).


 


If a Note is replaced pursuant to Section 2.07
(other than a mutilated Note surrendered for replacement), it ceases to be outstanding unless a Responsible Officer of the Trustee
receives proof satisfactory to it that the replaced Note is held by a bona fide purchaser.  A mutilated Note ceases
to be outstanding upon surrender of such Note and replacement thereof pursuant to Section 2.07.  


 




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If the principal amount of any Note is considered
paid under Section 4.01, it ceases to be outstanding and interest ceases to accrue.  If on a Redemption Date or
the Stated Maturity the Trustee or Paying Agent (other than the Issuer or an Affiliate thereof) holds U.S. Legal Tender or U.S.
Government Obligations sufficient to pay all of the principal and interest due on the Notes payable on that date, then on and after
that date such Notes cease to be outstanding and interest on them ceases to accrue.


 


SECTION 2.09.          Treasury Notes.


 


In determining whether the Holders of the required
principal amount of Notes have concurred in any direction, waiver or consent, Notes owned by the Issuer or any of its Affiliates
shall be disregarded, except that, for the purposes of determining whether the Trustee shall be protected in relying on any such
direction, waiver or consent, only Notes that the Trustee has been informed in writing are so owned shall be disregarded.


 


SECTION 2.10.          Temporary Notes.


 


Until definitive Notes are ready for delivery,
the Issuer may prepare and the Trustee shall authenticate temporary Notes.  Temporary Notes shall be substantially in
the form of definitive Notes but may have variations that the Issuer considers appropriate for temporary Notes.  Without
unreasonable delay, the Issuer shall prepare and the Trustee shall authenticate definitive Notes in exchange for temporary Notes.  Until
such exchange, temporary Notes shall be entitled to the same rights, benefits and privileges as definitive Notes.  Notwithstanding
the foregoing, so long as the Notes are represented by a Global Note, such Global Note may be in typewritten form.


 


SECTION 2.11.          Cancellation.


 


The Issuer at any time may deliver Notes to the
Trustee for cancellation.  The Registrar and the Paying Agent shall forward to the Trustee any Notes surrendered to them
for transfer, exchange or payment.  The Trustee, or at the direction of the Trustee, the Registrar or the Paying Agent
(other than the Issuer or a Subsidiary), and no one else, shall cancel and, at the written direction of the Issuer, shall dispose
of all Notes surrendered for transfer, exchange, payment or cancellation in accordance with its customary procedures.  Subject
to Section 2.07, the Issuer may not issue new Notes to replace Notes that it has paid or delivered to the Trustee for cancellation.  If
the Issuer or any Subsidiary Guarantor shall acquire any of the Notes, such acquisition shall not operate as a redemption or satisfaction
of the Indebtedness represented by such Notes unless and until the same are surrendered to the Trustee for cancellation pursuant
to this Section 2.11.


 


SECTION 2.12.          Defaulted Interest.


 


If the Issuer defaults in a payment of interest
on the Notes, it shall pay the defaulted interest, plus (to the extent lawful) any interest payable on the defaulted interest,
in any lawful manner.  The Issuer may pay the defaulted interest to the persons who are Holders on a subsequent special
record date, which date shall be the fifteenth day next preceding the date fixed by the Issuer for the payment of defaulted interest
or the next succeeding Business Day if such date is not a Business Day.  At least 15 days before any such subsequent
special record date,


 




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the Issuer shall mail to each Holder, with a copy
to the Trustee, a notice that states the subsequent special record date, the payment date and the amount of defaulted interest,
and interest payable on such defaulted interest, if any, to be paid.


 


SECTION 2.13.          CUSIP and ISIN
Numbers.


 


The Issuer in issuing the Notes may use “CUSIP”
or “ISIN” numbers, and if so, the Trustee shall use the “CUSIP” or “ISIN” numbers in notices
of redemption or exchange as a convenience to Holders; provided, however, that any such notice may state that no representation
is made as to the correctness or accuracy of the “CUSIP” or “ISIN” numbers printed in the notice or on
the Notes, and that reliance may be placed only on the other identification numbers printed on the Notes.  The Issuer
will promptly notify the Trustee of any change in the “CUSIP” or “ISIN” numbers.


 


SECTION 2.14.          Deposit of Moneys.


 


Subject to Section 2 of the Notes, prior
to 10:00 a.m. New York City time on each Interest Payment Date, Stated Maturity, Redemption Date and Payment Date, the Issuer shall
have deposited with the Paying Agent in immediately available funds money sufficient to make cash payments, if any, due on such
Interest Payment Date, Stated Maturity, Redemption Date and Payment Date, as the case may be, in a timely manner which permits
the Paying Agent to remit payment to the Holders on such Interest Payment Date, Stated Maturity, Redemption Date and Payment Date,
as the case may be.


 


SECTION 2.15.          Book-Entry Provisions
for Global Notes.


 


(a)       The Global Notes initially shall (i) be
registered in the name of the Depository or the nominee of such Depository, (ii) be delivered to the Trustee as custodian for such
Depository and (iii) bear legends as set forth in Exhibit B, as applicable.


 


Members of, or participants in, the Depository
(“Participants”) shall have no rights under this Indenture with respect to any Global Note held on their behalf
by the Depository, or the Trustee as its custodian, or under the Global Note, and the Depository may be treated by the Issuer,
the Trustee and any agent of the Issuer or the Trustee as the absolute owner of the Global Note for all purposes whatsoever.  Notwithstanding
the foregoing, nothing herein shall prevent the Issuer, the Trustee or any agent of the Issuer or the Trustee from giving effect
to any written certification, proxy or other authorization furnished by the Depository or impair, as between the Depository and
Participants, the operation of customary practices governing the exercise of the rights of a Holder of any Note.


 


(b)       Transfers of Global Notes shall be limited
to transfers in whole, but not in part, to the Depository, its successors or their respective nominees.  Interests of
beneficial owners in the Global Notes may be transferred or exchanged for Physical Notes in accordance with the rules and procedures
of the Depository and the provisions of Section 2.16.  In addition, Physical Notes shall be transferred to all beneficial
owners in exchange for their beneficial interests in Global Notes if (i) the Depository notifies the Issuer that it is unwilling
or unable to act as Depository for any Global Note, the Issuer so notifies the Trustee in writing and a successor Depository is
not appointed by the Issuer within 90 days of such notice or (ii) a


 




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Default or Event of Default has occurred and is
continuing and the Registrar has received a written request from any owner of a beneficial interest in a Global Note to issue Physical
Notes.  Upon any issuance of a Physical Note in accordance with this Section 2.15(b) the Trustee is required to
register such Physical Note in the name of, and cause the same to be delivered to, such person or persons (or the nominee of any
thereof).  All such Physical Notes shall bear the applicable legends, if any.


 


(c)       In connection with any transfer or exchange
of a portion of the beneficial interest in a Global Note to beneficial owners pursuant to paragraph (b) of this Section 2.15,
the Registrar shall (if one or more Physical Notes are to be issued) reflect on its books and records the date and a decrease in
the principal amount of such Global Note in an amount equal to the principal amount of the beneficial interest in the Global Note
to be transferred, and the Issuer shall execute, and the Trustee shall authenticate and deliver, one or more Physical Notes of
authorized denominations in an aggregate principal amount equal to the principal amount of the beneficial interest in the Global
Note so transferred.


 


(d)       In connection with the transfer of a Global
Note as an entirety to beneficial owners pursuant to paragraph (b) of this Section 2.15, such Global Note shall be deemed
to be surrendered to the Trustee for cancellation, and (i) the Issuer shall execute, (ii) the Subsidiary Guarantors shall execute
notations of Subsidiary Guarantees on and (iii) the Trustee shall upon written instructions from the Issuer authenticate and deliver,
to each beneficial owner identified by the Depository in exchange for its beneficial interest in such Global Note, an equal aggregate
principal amount of Physical Notes of authorized denominations.


 


(e)       Any Physical Note constituting a Restricted
Security delivered in exchange for an interest in a Global Note pursuant to paragraph (b) or (c) of this Section 2.15
shall, except as otherwise provided by Section 2.16, bear the Private Placement Legend.


 


(f)        The Holder of any Global Note may grant
proxies and otherwise authorize any Person, including Participants and Persons that may hold interests through Participants, to
take any action which a Holder is entitled to take under this Indenture or the Notes.


 


SECTION 2.16.          Special Transfer
and Exchange Provisions.


 


(a)       Transfers to Non-QIB Institutional Accredited
Investors.  The following provisions shall apply with respect to the registration of any proposed transfer of a Restricted
Security to any Institutional Accredited Investor which is not a QIB:


 


(i)          the Registrar shall register
the transfer of any Restricted Security, whether or not such Note bears the Private Placement Legend, if (x) the requested transfer
is after the second anniversary of the Closing Date; provided, however, that neither the Issuer nor any Affiliate of the
Issuer has held any beneficial interest in such Note, or portion thereof, at any time on or prior to the second anniversary of
the Closing Date or (y) the proposed transferee has delivered to the Registrar a certificate substantially in the form of
Exhibit C hereto and any legal opinions and certifications as may be reasonably requested by the Trustee and the Issuer;


 




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(ii)          if the proposed transferee is
a Participant and the Notes to be transferred consist of Physical Notes which after transfer are to be evidenced by an interest
in the IAI Global Note, upon receipt by the Registrar of the Physical Note and (x) written instructions given in accordance
with the Depository’s and the Registrar’s procedures and (y) the certificate, if required, referred to in clause
(y) of paragraph (i) above (and any legal opinion or other certifications), the Registrar shall register the transfer and
reflect on its books and records the date and an increase in the principal amount of the IAI Global Note in an amount equal to
the principal amount of Physical Notes to be transferred, and the Registrar shall cancel the Physical Notes so transferred; and


 


(iii)          if the proposed transferor
is a Participant seeking to transfer an interest in a Global Note, upon receipt by the Registrar of (x) written instructions
given in accordance with the Depository’s and the Registrar’s procedures and (y) the certificate, if required,
referred to in clause (y) of paragraph (i) above, the Registrar shall register the transfer and reflect on its books
and records the date and (A) a decrease in the principal amount of the Global Note from which such interests are to be transferred
in an amount equal to the principal amount of the Notes to be transferred and (B) an increase in the principal amount of the IAI
Global Note in an amount equal to the principal amount of the Notes to be transferred.


 


(b)       Transfers to QIBs.  The
following provisions shall apply with respect to the registration of any proposed transfer of a Restricted Security to a QIB:


 


(i)          the Registrar shall register
the transfer of any Restricted Security, whether or not such Note bears the Private Placement Legend, if (x) the requested
transfer is after the second anniversary of the Closing Date; provided, however, that neither the Issuer nor any Affiliate
of the Issuer has held any beneficial interest in such Note, or portion thereof, at any time on or prior to the second anniversary
of the Closing Date or (y) such transfer is being made by a proposed transferor who has checked the box provided for on the
applicable Global Note stating, or has otherwise advised the Issuer and the Registrar in writing, that the sale has been made in
compliance with the provisions of Rule 144A to a transferee who has signed the certification provided for on the applicable
Global Note stating, or has otherwise advised the Issuer and the Registrar in writing, that it is purchasing the Note for its own
account or an account with respect to which it exercises sole investment discretion and that it and any such account is a QIB within
the meaning of Rule 144A, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that
it has received such information regarding the Issuer as it has requested pursuant to Rule 144A or has determined not to request
such information and that it is aware that the transferor is relying upon its foregoing representations in order to claim the exemption
from registration provided by Rule 144A;


 


(ii)          if the proposed transferee is
a Participant and the Notes to be transferred consist of Physical Notes which after transfer are to be evidenced by


 




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an interest in the 144A Global Note, upon
receipt by the Registrar of the Physical Note and written instructions given in accordance with the Depository’s and the
Registrar’s procedures, the Registrar shall register the transfer and reflect on its book and records the date and an increase
in the principal amount of the 144A Global Note in an amount equal to the principal amount of Physical Notes to be transferred,
and the Registrar shall cancel the Physical Notes so transferred; and


 


(iii)          if the proposed transferor
is a Participant seeking to transfer an interest in the IAI Global Note or the Regulation S Global Note, upon receipt by the
Registrar of written instructions given in accordance with the Depository’s and the Registrar’s procedures, the Registrar
shall register the transfer and reflect on its books and records the date and (A) a decrease in the principal amount of the IAI
Global Note or the Regulation S Global Note, as the case may be, in an amount equal to the principal amount of the Notes to
be transferred and (B) an increase in the principal amount of the 144A Global Note in an amount equal to the principal amount of
the Notes to be transferred.


 


(c)        Transfers to Non-U.S. Persons.  The
following provisions shall apply with respect to any transfer of a Restricted Security to a Non-U.S. Person under Regulation S:


 


(i)          the Registrar shall register
any proposed transfer of a Restricted Security to a Non-U.S. Person upon receipt of a certificate substantially in the form of
Exhibit D from the proposed transferor and such certifications, legal opinions and other information as the Trustee
or the Issuer may reasonably request; and


 


(ii)          (a) if the proposed transferor
is a Participant holding a beneficial interest in the Rule 144A Global Note or the IAI Global Note or the Note to be transferred
consists of Physical Notes, upon receipt by the Registrar of (x) the documents required by paragraph (i) and (y) instructions
in accordance with the Depository’s and the Registrar’s procedures, the Registrar shall reflect on its books and records
the date and a decrease in the principal amount of the Rule 144A Global Note or the IAI Global Note, as the case may be, in
an amount equal to the principal amount of the beneficial interest in the Rule 144A Global Note or the IAI Global Note, as
the case may be, to be transferred or cancel the Physical Notes to be transferred, and (b) if the proposed transferee is a
Participant, upon receipt by the Registrar of instructions given in accordance with the Depository’s and the Registrar’s
procedures, the Registrar shall reflect on its books and records the date and an increase in the principal amount of the Regulation S
Global Note in an amount equal to the principal amount of the Rule 144A Global Note, the IAI Global Note or the Physical Notes,
as the case may be, to be transferred.


 


(d)       Exchange Offer.  Upon
the occurrence of the Exchange Offer in accordance with the Registration Rights Agreement, the Issuer shall issue and, upon receipt
of an Authentication Order in accordance with Section 2.02, the Trustee shall authenticate one or more Global Notes and/or
Physical Notes not bearing the Private Placement Legend in an aggregate


 




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principal amount equal to the principal amount
of the beneficial interests in the Initial Global Notes or Physical Notes, as the case may be, tendered for acceptance in accordance
with the Exchange Offer and accepted for exchange in the Exchange Offer.


 


(e)       Restrictions on Transfer and Exchange
of Global Notes.  Notwithstanding any other provisions of this Indenture, a Global Note may not be transferred as
a whole except by the Depository to a nominee of the Depository or by a nominee of the Depository to the Depository or another
nominee of the Depository or by the Depository or any such nominee to a successor Depository or a nominee of such successor Depository.


 


(f)        Private Placement Legend.  Upon
the transfer, exchange or replacement of Notes not bearing the Private Placement Legend unless otherwise required by applicable
law, the Registrar shall deliver Notes that do not bear the Private Placement Legend.  Upon the transfer, exchange or
replacement of Notes bearing the Private Placement Legend, the Registrar shall deliver only Notes that bear the Private Placement
Legend unless (i) there is delivered to the Trustee an Opinion of Counsel reasonably satisfactory to the Issuer and the Trustee
to the effect that neither such legend nor the related restrictions on transfer are required in order to maintain compliance with
the provisions of the Securities Act or (ii) such Note has been offered and sold (including pursuant to the Exchange Offer) pursuant
to an effective registration statement under the Securities Act.


 


(g)       General.  By its acceptance
of any Note bearing the Private Placement Legend, each Holder of such a Note acknowledges the restrictions on transfer of such
Note set forth in this Indenture and in the Private Placement Legend and agrees that it will transfer such Note only as provided
in this Indenture.


 


The Registrar shall retain copies of all letters,
notices and other written communications received pursuant to Section 2.15 or Section 2.16.  The Issuer shall
have the right to inspect and make copies of all such letters, notices or other written communications at any reasonable time upon
the giving of reasonable written notice to the Registrar.


 


The Trustee shall have no obligation or duty to
monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable
law with respect to any transfer of any interest in any Note (including any transfers between or among Depository Participants
or beneficial owners of interests in any Global Note) other than to require delivery of such certificates and other documentation
or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine
the same to determine substantial compliance as to form with the express requirements hereof.


 


The Trustee shall have no responsibility for the
actions or omissions of the Depository, or the accuracy of the books and records of the Depository.


 


(h)       Cancellation and/or Adjustment of Global
Note.  At such time as all beneficial interests in a particular Global Note have been exchanged for Physical Notes
or a particular Global Note has been redeemed, repurchased or canceled in whole and not in part, each such Global Note shall be
returned to or retained and canceled by the Trustee in accordance


 




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with Section 2.11 hereof.  At any
time prior to such cancellation, if any beneficial interest in a Global Note is exchanged for or transferred to a Person who will
take delivery thereof in the form of a beneficial interest in another Global Note or for Physical Notes, the principal amount of
Notes represented by such Global Note shall be reduced accordingly and an endorsement shall be made on such Global Note by the
Trustee or by the Depository at the direction of the Trustee to reflect such reduction; and if the beneficial interest is being
exchanged for or transferred to a Person who will take delivery thereof in the form of a beneficial interest in another Global
Note, such other Global Note shall be increased accordingly and an endorsement shall be made on such Global Note by the Trustee
or by the Depository at the direction of the Trustee to reflect such increase.


 


ARTICLE
Three


 


REDEMPTION


 


SECTION 3.01.          Notices to Trustee.


 


If the Issuer elects to redeem Notes pursuant
to Section 5 of the Notes, it shall notify the Trustee in writing of the Redemption Date, the Redemption Price and the principal
amount of Notes to be redeemed.  The Issuer shall give notice of redemption to the Trustee at least 45 days but not more
than 75 days before the Redemption Date (unless a shorter notice shall be agreed to by the Trustee in writing), together with such
documentation and records as shall enable the Trustee to select the Notes to be redeemed.


 


SECTION 3.02.          Selection of
Notes To Be Redeemed.


 


If less than all of the Notes are to be redeemed
at any time pursuant to Section 5 of the Notes, the Trustee will select Notes for redemption as follows:


 


(x)       if the Notes are listed on
a national securities exchange, in compliance with the requirements of the principal national securities exchange on which the
Notes are listed; or


 


(y)       if the Notes are not so listed,
while the Notes are in book-entry form, in accordance with the procedures of the Depository, or if the Notes are no longer in book-entry
form, on a pro rata basis, by lot or by such method as the Trustee shall deem fair and appropriate.


 


No Notes of $2,000 or less shall be redeemed in
part.


 


SECTION 3.03.          Notice of Redemption.


 


At least 30 days but not more than 60 days before
a Redemption Date, the Issuer shall mail a notice of redemption by first class mail, postage prepaid, to each Holder whose Notes
are to be redeemed at its registered address (except that a notice issued in connection with a redemption referred to in Section 8.01
may be more than 60 days before such Redemption Date).  At the Issuer’s request, the Trustee shall forward the
notice of redemption in the Issuer’s


 




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name and at the Issuer’s expense.  Each
notice for redemption shall identify the Notes (including the CUSIP or ISIN number) to be redeemed and shall state:


 


(1)       the Redemption Date;


 


(2)       the Redemption Price and the
amount of accrued interest, if any, to be paid;


 


(3)       the name and address of the
Paying Agent;


 


(4)       that Notes called for redemption
must be surrendered to the Paying Agent to collect the Redemption Price plus accrued interest, if any;


 


(5)       that, unless the Issuer defaults
in making the redemption payment, interest on Notes called for redemption ceases to accrue on and after the Redemption Date, and
the only remaining right of the Holders of such Notes is to receive payment of the Redemption Price upon surrender to the Paying
Agent of the Notes redeemed;


 


(6)       if any Note is being redeemed
in part, the portion of the principal amount of such Note to be redeemed and that, after the Redemption Date, and upon surrender
and cancellation of such Note, a new Note or Notes in aggregate principal amount equal to the unredeemed portion thereof will be
issued;


 


(7)       if fewer than all the Notes
are to be redeemed, the identification of the particular Notes (or portion thereof) to be redeemed, as well as the aggregate principal
amount of Notes to be redeemed and the aggregate principal amount of Notes to be outstanding after such partial redemption; and


 


(8)       the Section of the Notes
or the Indenture, as applicable, pursuant to which the Notes are to be redeemed.


 


The notice, if mailed in a manner herein provided,
shall be conclusively presumed to have been given, whether or not the Holder receives such notice.  In any case, failure
to give such notice by mail or any defect in the notice to the Holder of any Note designated for redemption in whole or in part
shall not affect the validity of the proceedings for the redemption of any other Note.  Notices of redemption may not
be conditional.


 


SECTION 3.04.          Effect of Notice
of Redemption.


 


Once notice of redemption is mailed in accordance
with Section 3.03, Notes called for redemption become due and payable on the Redemption Date and at the Redemption Price plus
accrued interest, if any.  Upon surrender to the Trustee or Paying Agent, such Notes called for redemption shall be paid
at the Redemption Price (which shall include accrued interest thereon to, but not including, the Redemption Date), but installments
of interest, the maturity of which is on or prior to the Redemption Date, shall be payable to Holders of record at the close of
business on the relevant Record Dates.  On and after the Redemption Date interest shall cease to accrue on Notes or portions
thereof called for redemption unless the Issuer shall have not complied with its obligations pursuant to Section 3.05.


 




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SECTION 3.05.          Deposit of Redemption
Price.


 


On or before 10:00 a.m. New York time on the Redemption
Date, the Issuer shall deposit with the Paying Agent U.S. Legal Tender sufficient to pay the Redemption Price plus accrued and
unpaid interest, if any, of all Notes to be redeemed on that date.


 


If the Issuer complies with the preceding paragraph,
then, unless the Issuer defaults in the payment of such Redemption Price plus accrued interest, if any, interest on the Notes to
be redeemed will cease to accrue on and after the applicable Redemption Date, whether or not such Notes are presented for payment.


 


SECTION 3.06.          Notes Redeemed
in Part.


 


If any Note is to be redeemed in part only, the
notice of redemption that relates to such Note shall state the portion of the principal amount thereof to be redeemed.  A
new Note or Notes in principal amount equal to the unredeemed portion of the original Note or Notes shall be issued in the name
of the Holder thereof upon surrender and cancellation of the original Note or Notes.


 


ARTICLE
Four


 


COVENANTS


 


SECTION 4.01.          Payment of Notes.


 


The Issuer shall pay the principal of, premium,
if any, and interest on the Notes in the manner provided in the Notes, the Registration Rights Agreement and this Indenture.  An
installment of principal of, or interest on, the Notes shall be considered paid on the date it is due if the Trustee or Paying
Agent (other than the Issuer or an Affiliate thereof) holds on that date U.S. Legal Tender designated for and sufficient to pay
the installment.  Interest on the Notes will be computed on the basis of a 360-day year comprised of twelve 30-day months.


 


The Issuer shall pay interest on overdue principal
(including post-petition interest in a proceeding under any Bankruptcy Law), and overdue interest, to the extent lawful, at the
same rate per annum borne by the Notes.


 


SECTION 4.02.          Maintenance of
Office or Agency.


 


The Issuer shall maintain in the Borough of Manhattan,
The City of New York, the office or agency required under Section 2.03 (which may be an office of the Trustee or an affiliate
of the Trustee or Registrar).  The Issuer shall give prompt written notice to the Trustee of the location, and any change
in the location, of such office or agency.  If at any time the Issuer shall fail to maintain any such required office
or agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may
be made or served at the address of the Trustee set forth in Section 11.02.


 




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The Issuer may also from time to time designate
one or more other offices or agencies where the Notes may be presented or surrendered for any or all such purposes and may from
time to time rescind such designations.  The Issuer will give prompt written notice to the Trustee of any such designation
or rescission and of any change in the location of any such other office or agency.


 


The Issuer hereby initially designates U.S. Bank
National Association, located at Two Midtown Plaza, 1349 W. Peachtree Street, NW, Suite 1050, EX-GA-ATPT, Atlanta, Georgia 30309,
Attention: Corporate Trust Department, as such office of the Issuer in accordance with Section 2.03.


 


SECTION 4.03.          Corporate Existence.


 


Except as otherwise permitted by Article Five,
the Issuer shall do or cause to be done all things necessary to preserve and keep in full force and effect its corporate existence
and the corporate, partnership or other existence of each of its Subsidiaries in accordance with the respective organizational
documents of each such Subsidiary and the material rights (charter and statutory) and material franchises of the Issuer and each
of its Subsidiaries; provided, however, that the Issuer shall not be required to preserve any such right, franchise or corporate
existence with respect to itself or any Subsidiary if the Board of Directors shall determine that the preservation thereof is no
longer desirable in the conduct of the business of the Issuer and its Subsidiaries, taken as a whole, and that the loss thereof
is not adverse in any material respect to the Holders of the Notes.


 


SECTION 4.04.          Payment of Taxes.


 


The Issuer and the Subsidiary Guarantors shall,
and shall cause each of the Subsidiaries to, pay or discharge or cause to be paid or discharged, before the same shall become delinquent,
(a) all material taxes, assessments and governmental charges levied or imposed upon it or any of the Subsidiaries or upon
the income, profits or property of it or any of the Subsidiaries and (b) all lawful claims for labor, materials and supplies
which, in each case, if unpaid, might by law become a material liability or Lien upon the property of it or any of the Subsidiaries;
provided, however, that the Issuer and the Subsidiary Guarantors shall not be required to pay or discharge or cause to be
paid or discharged any such tax, assessment, charge or claim whose amount the applicability or validity is being contested in good
faith by appropriate actions and for which appropriate provision has been made.


 


SECTION 4.05.          Compliance Certificate;
Notice of Default.


 


(a)       The Issuer shall deliver to the Trustee,
within 90 days after the close of each fiscal year, an Officers’ Certificate stating that a review of the activities of the
Issuer and its Subsidiaries has been made under the supervision of the signing Officers with a view to determining whether the
Issuer and the Subsidiary Guarantors have kept, observed, performed and fulfilled their obligations under this Indenture and further
stating, as to each such Officer signing such certificate, that to the best of such Officer’s knowledge, the Issuer and the
Subsidiary Guarantors during such preceding fiscal year has kept, observed, performed and fulfilled each and every such covenant
and no Default occurred during such year and at the date


 




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of such certificate there is no Default that has
occurred and is continuing or, if such signers do know of such Default, the certificate shall specify such Default and what action,
if any, the Issuer is taking or proposes to take with respect thereto.  The Officers’ Certificate shall also notify
the Trustee should the Issuer elect to change the manner in which it fixes the fiscal year end.


 


(b)       The Issuer shall deliver to the Trustee
promptly and in any event within five days after the Issuer becomes aware of the occurrence of any Default an Officers’ Certificate
specifying the Default and what action, if any, the Issuer is taking or proposes to take with respect thereto.


 


SECTION 4.06.          Waiver of Stay,
Extension or Usury Laws.


 


The Issuer and each Subsidiary Guarantor covenants
(to the extent permitted by applicable law) that it will not at any time insist upon, plead, or in any manner whatsoever claim
or take the benefit or advantage of, any stay or extension law or any usury law or other law that would prohibit or forgive such
Issuer or such Subsidiary Guarantor from paying all or any portion of the principal of and/or interest on the Notes or the Subsidiary
Guarantee of any such Subsidiary Guarantor as contemplated herein, wherever enacted, now or at any time hereafter in force, or
which may affect the covenants or the performance of this Indenture, and (to the extent permitted by applicable law) each hereby
expressly waives all benefit or advantage of any such law, and covenants that it will not hinder, delay or impede the execution
of any power herein granted to the Trustee, but will suffer and permit the execution of every such power as though no such law
had been enacted.


 


SECTION 4.07.          Limitation on
Indebtedness.


 


(a)       The Issuer will not, and will not permit
any of its Subsidiaries to, Incur any Indebtedness (including Acquired Indebtedness) if, immediately after giving effect to the
Incurrence of such additional Indebtedness and the receipt and application of the proceeds therefrom, the aggregate principal amount
of all outstanding Indebtedness of the Issuer and its Subsidiaries on a consolidated basis determined in conformity with GAAP is
greater than 60% of Adjusted Total Assets.


 


(b)       The Issuer will not, and will not permit
any of its Subsidiaries to, Incur any Secured Indebtedness if, immediately after giving effect to the Incurrence of such additional
Secured Indebtedness and the receipt and application of the proceeds therefrom, the aggregate principal amount of all outstanding
Secured Indebtedness of the Issuer and its Subsidiaries on a consolidated basis determined in conformity with GAAP is greater than
40% of Adjusted Total Assets.


 


(c)       The Issuer will not, and will not permit
any of its Subsidiaries to, Incur any Indebtedness other than the Notes issued on the Closing Date and other Indebtedness existing
on the Closing Date; provided, however, that the Issuer or any of its Subsidiaries may Incur Indebtedness if, after giving
effect to the Incurrence of such Indebtedness and the receipt and application of the proceeds therefrom, the Interest Coverage
Ratio of the Issuer and its Subsidiaries on a consolidated basis would be greater than 1.5 to 1.0.


 




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(d)       Notwithstanding any other provision of
this Section 4.07, the maximum amount of Indebtedness that the Issuer or any of its Subsidiaries may Incur pursuant to this
Section 4.07 shall not be deemed to be exceeded, with respect to any outstanding Indebtedness, due solely to the result of
fluctuations in the exchange rates of currencies.


 


(e)       For purposes of determining any particular
amount of Indebtedness under this Section 4.07, Guarantees, Liens or obligations with respect to letters of credit supporting
Indebtedness otherwise included in the determination of such particular amount shall not be included.


 


SECTION 4.08.          Maintenance of
Total Unencumbered Assets.


 


The Issuer and its Subsidiaries will maintain
Total Unencumbered Assets of not less than 150% of the aggregate outstanding principal amount of the Unsecured Indebtedness of
the Issuer and its Subsidiaries on a consolidated basis.


 


SECTION 4.09.          Limitation on
Issuances of Guarantees by Subsidiaries.


 


The Issuer will not permit any of its Subsidiaries,
directly or indirectly, at any time after the issuance of the Notes (including following any release of a Subsidiary Guarantor
from its obligations under this Indenture) to Guarantee any Indebtedness of the Issuer (that would constitute Indebtedness under
clauses (1) or (2) of the definition thereof) in an amount at least equal to $50 million, unless such Subsidiary simultaneously
executes and delivers a supplemental indenture to this Indenture providing for a Subsidiary Guarantee by such Subsidiary.


 


SECTION 4.10.          Reports to Holders.


 


Whether or not the Issuer is then required to
file reports with the SEC, the Issuer shall file with the SEC all such reports and other information as it would be required to
file with the SEC by Section 13(a) or 15(d) under the Exchange Act if it was subject thereto; provided, however,
that, if filing such documents by the Issuer with the SEC is not permitted under the Exchange Act, the Issuer shall provide such
documents to the Trustee and upon written request supply copies of such documents to any prospective Holder.  The Issuer
shall supply the Trustee and each Holder or shall supply to the Trustee for forwarding to each Holder, without cost to such Holder
and at the expense of the Issuer, copies of such reports and other information.


 


ARTICLE
Five


 


SUCCESSOR
CORPORATION


 


SECTION 5.01.          Consolidation,
Merger and Sale of Assets.


 


(a)       The Issuer will not consolidate with or
merge with or into, or sell, convey, transfer, lease or otherwise dispose of all or substantially all of its property and assets
(as an entirety or substantially an entirety in one transaction or a series of related transactions) to, any Person or permit any
Person to merge with or into the Issuer unless:


 




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(1)       the Issuer shall be the continuing
Person, or the Person (if other than the Issuer) formed by such consolidation or into which the Issuer is merged or that acquired
or leased such property and assets of the Issuer shall be a corporation, general or limited partnership, limited liability company
or other entity (other than an individual) organized and validly existing under the laws of the United States of America or any
state or jurisdiction thereof and shall expressly assume, by a supplemental indenture, executed and delivered to the Trustee, all
of the obligations of the Issuer on the Notes and under this Indenture;


 


(2)       immediately after giving effect
to such transaction, no Default or Event of Default shall have occurred and be continuing;


 


(3)       immediately after giving effect
to such transaction on a pro forma basis the Issuer, or any Person becoming the successor obligor of the Notes, as the case
may be, could Incur at least $1.00 of Indebtedness under paragraphs (a), (b) and (c) of Section 4.07; provided, however,
that this clause (3) shall not apply to a consolidation or merger with or into a Wholly Owned Subsidiary with a positive net worth;
provided further, however, that, in connection with any such merger or consolidation, no consideration (other than
Capital Stock (other than Disqualified Stock) in the surviving Person or the Issuer) shall be issued or distributed to the holders
of Capital Stock of the Issuer; and


 


(4)       the Issuer delivers to the
Trustee an Officers’ Certificate (attaching the arithmetic computations to demonstrate compliance with clause (3) above)
and an Opinion of Counsel, in each case stating that such consolidation, merger or transfer and such supplemental indenture complies
with this Section 5.01 and that all conditions precedent provided for herein relating to such transaction have been complied
with; provided, however, that clause (3) above does not apply if, in the good faith determination of the Board of Directors
of the Issuer, whose determination shall be evidenced by a Board Resolution, the principal purpose of such transaction is to change
the state of domicile of the Issuer; provided further, however, that any such transaction shall not have as one of
its purposes the evasion of the foregoing limitations.


 


(b)       Except as provided in Section 10.04,
no Subsidiary Guarantor may consolidate with or merge with or into (whether or not such Subsidiary Guarantor is the surviving Person)
another Person, unless:


 


(1)       either such Subsidiary Guarantor
shall be the continuing Person or the Person (if other than such Subsidiary Guarantor) formed by such consolidation or into which
such Subsidiary Guarantor is merged shall be a corporation or other legal entity organized and validly existing under the laws
of the United States of America or any state or jurisdiction thereof and shall expressly assume, by a supplemental indenture, executed
and delivered to the Trustee, all of the obligations of such Subsidiary Guarantor under the Subsidiary Guarantee of such Subsidiary
Guarantor and under this Indenture; and


 


(2)       immediately after giving effect
to such transaction, no Default or Event of Default shall have occurred and be continuing.


 




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(c)       For purposes of the foregoing, the transfer
(by lease, assignment, sale or otherwise, in a single transaction or series of transactions) of all or substantially all of the
properties or assets of one or more Subsidiary Guarantors, the Capital Stock of which constitutes all or substantially all of the
properties and assets of the Issuer, will be deemed to be the transfer of all or substantially all of the properties and assets
of the Issuer.


 


(d)       Upon any such consolidation, combination
or merger of the Issuer or a Subsidiary Guarantor, or any such sale, conveyance, transfer, lease or other disposition of all or
substantially all of the assets of the Issuer in accordance with this Section 5.01, in which the Issuer or such Subsidiary
Guarantor is not the continuing obligor under the Notes or its Subsidiary Guarantee, the surviving entity formed by such consolidation
or into which the Issuer or such Subsidiary Guarantor is merged or the entity to which the sale, conveyance, transfer, lease or
other disposition is made will succeed to, and be substituted for, and may exercise every right and power of, the Issuer or such
Subsidiary Guarantor under this Indenture, the Notes and the Subsidiary Guarantees with the same effect as if such surviving entity
had been named therein as the Issuer or such Subsidiary Guarantor and, except in the case of a lease, the Issuer or such Subsidiary
Guarantor, as the case may be, will be released from the obligation to pay the principal of and interest on the Notes or in respect
of its Subsidiary Guarantee, as the case may be, and all of the Issuer’s or such Subsidiary Guarantor’s other obligations
and covenants under the Notes, this Indenture and its Subsidiary Guarantee, if applicable.


 


(e)       Notwithstanding the foregoing, any Subsidiary
Guarantor may (i) consolidate with or merge with or into the Issuer or another Subsidiary Guarantor or (ii) convert into a corporation,
general or limited partnership, limited liability company or trust organized under the laws of such Subsidiary Guarantor’s
jurisdiction of organization or the laws of the United States of America or any state or jurisdiction thereof.


 


ARTICLE
Six


 


DEFAULT
AND REMEDIES


 


SECTION 6.01.          Events of Default.


 


Each of the following is an “Event of
Default”:


 


(1)       default in the payment of principal
of, or premium, if any, on any Note when they are due and payable at maturity, upon acceleration, redemption or otherwise;


 


(2)       default in the payment of interest
on any Note when it is due and payable, and such default continues for a period of 30 days;


 


(3)       default in the performance
or breach of the provisions of this Indenture applicable to mergers, consolidations and transfers of all or substantially all of
the assets of the Issuer;


 


(4)       the Issuer defaults in the
performance of or breaches any other covenant or agreement of the Issuer in this Indenture or under the Notes (other than a default


 




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specified in clause (1), (2) or (3)
above) and such default or breach continues for the earlier of (i) 60 consecutive days and (ii) such shorter period specified for
comparable defaults under any Existing Note Indenture (or under any indenture pursuant to which the Issuer or a Subsidiary Guarantor
has issued any Indebtedness that refinances or refunds (x) the Indebtedness under such Existing Note Indenture or (y) such refinancing
or refunding Indebtedness) after written notice by the Trustee or the Holders of 25% or more in aggregate principal amount of the
Notes;


 


(5)       there occurs with respect to
any issue or issues of Indebtedness of the Issuer or any Significant Subsidiary having an outstanding principal amount of $35 million
or more in the aggregate for all such issues of all such Persons, whether such Indebtedness now exists or shall hereafter be created,


 


(i)          an event of default that has
caused the Holder thereof to declare such Indebtedness to be due and payable prior to its Stated Maturity and such Indebtedness
has not been discharged in full or such acceleration has not been rescinded or annulled within 30 days of such acceleration, and/or


 


(ii)         the failure to make a principal
payment at the final (but not any interim) fixed maturity and such defaulted payment shall not have been made, waived or extended
within 30 days of such payment default;


 


(6)       a court of competent jurisdiction
enters a decree or order for:


 


(i)          relief in respect of the Issuer
or any Significant Subsidiary in an involuntary case under any applicable Bankruptcy Law now or hereafter in effect,


 


(ii)         appointment of a receiver, liquidator,
assignee, custodian, trustee, sequestrator or similar official of the Issuer or any Significant Subsidiary or for all or substantially
all of the property and assets of the Issuer or any Significant Subsidiary, or


 


(iii)        the winding up or liquidation
of the affairs of the Issuer or any Significant Subsidiary and, in each case, such decree or order shall remain unstayed and in
effect for a period of 60 consecutive days; or


 


(7)       the Issuer or any Significant
Subsidiary:


 


(i)          commences a voluntary case under
any applicable Bankruptcy Law now or hereafter in effect, or consents to the entry of an order for relief in an involuntary case
under such law,


 


(ii)         consents to the appointment
of or taking possession by a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official of the Issuer
or such Significant Subsidiary or for all or substantially all of the property and assets of the Issuer or such Significant Subsidiary,
or


 


(iii)        effects any general assignment
for the benefit of its creditors.


 




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SECTION 6.02.          Acceleration.


 


If an Event of Default (other than an Event of
Default specified in clause (6) or (7) of Section 6.01 that occurs with respect to the Issuer) occurs and is continuing under
this Indenture, the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes then outstanding, by written
notice to the Issuer (and to the Trustee if such notice is given by the Holders), may, and the Trustee at the request of the Holders
of at least 25% in aggregate principal amount of the Notes then outstanding shall, declare the principal of, premium, if any, and
accrued interest on the Notes to be immediately due and payable.  Upon a declaration of acceleration, such principal
of, premium, if any, and accrued interest shall be immediately due and payable.  In the event of a declaration of acceleration
because an Event of Default set forth in clause (5) of Section 6.01 has occurred and is continuing, such declaration of acceleration
shall be automatically rescinded and annulled if the event of default triggering such Event of Default pursuant to clause (5) of
Section 6.01 shall be remedied or cured by the Issuer or the relevant Significant Subsidiary or waived by the holders of the
relevant Indebtedness within 60 days after the declaration of acceleration with respect thereto.


 


If an Event or Default specified in clause (6)
or (7) of Section 6.01 occurs with respect to the Issuer, the principal of, premium, if any, and accrued interest on the Notes
then outstanding shall automatically become and be immediately due and payable without any declaration or other act on the part
of the Trustee or any Holder. The Holders of at least a majority in principal amount of the outstanding Notes, by written notice
to the Issuer and to the Trustee, may waive all past defaults and rescind and annul a declaration of acceleration and its consequences
if:


 


(x)       all existing Events of Default,
other than the nonpayment of the principal of, premium, if any, and interest on the Notes that have become due solely by such declaration
of acceleration, have been cured or waived;


 


(y)       the rescission would not conflict
with any judgment or decree of a court of competent jurisdiction; and


 


(z)       in the event of a cure or waiver
of a Default of the type set forth in Section 6.01(6) or (7), the Trustee shall have received an Officers’ Certificate and
an Opinion of Counsel that such Default has been cured or waived.


 


No such rescission shall affect any subsequent
Default or impair any right consequent thereto.


 


SECTION 6.03.          Other Remedies.


 


If a Default occurs and is continuing, the Trustee
may pursue any available remedy by proceeding at law or in equity to collect the payment of principal of, or interest on, the Notes
or to enforce the performance of any provision of the Notes or this Indenture.


 


The Trustee may maintain a proceeding even if
it does not possess any of the Notes or does not produce any of them in the proceeding.  A delay or omission by the Trustee
or any Holder in exercising any right or remedy accruing upon a Default shall not impair the right


 




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or remedy or constitute a waiver of or acquiescence
in the Default.  No remedy is exclusive of any other remedy.  All available remedies are cumulative to the
extent permitted by law.


 


SECTION 6.04.          Waiver of Past
Defaults.


 


Subject to Sections 2.09, 6.07 and 9.02,
the Holders of a majority in principal amount of the outstanding Notes (which may include consents obtained in connection with
a tender offer or exchange offer of Notes) by notice to the Trustee may waive an existing Default and its consequences, except
a Default in the payment of principal of, or interest on, any Note as specified in Section 6.01(1) or (2).  The
Issuer shall deliver to the Trustee an Officers’ Certificate stating that the requisite percentage of Holders have consented
to such waiver and attaching copies of such consents.  When a Default is waived, it is cured and ceases.


 


SECTION 6.05.          Control by Majority.


 


The Holders of at least a majority in aggregate
principal amount of the outstanding Notes may direct the time, method and place of conducting any proceeding for any remedy available
to the Trustee or exercising any trust or power conferred on the Trustee.  Subject to Section 7.01, however, the
Trustee may refuse to follow any direction that conflicts with law or this Indenture, that may involve the Trustee in personal
liability, or that the Trustee determines in good faith may be unduly prejudicial to the rights of Holders of Notes not joining
in the giving of such direction received from the Holders of Notes; provided, however, that the Trustee may take
any other action deemed proper by the Trustee which is not inconsistent with any such direction received from the Holders of the
Notes.


 


In the event the Trustee takes any action or follows
any direction pursuant to this Indenture, the Trustee shall be entitled to indemnification against any loss or expense caused by
taking such action or following such direction.


 


SECTION 6.06.          Limitation on
Suits.


 


No Holder will have any right to institute any
proceeding with respect to this Indenture or for any remedy thereunder, unless:


 


(1)       the Holder gives the Trustee
written notice of a continuing Event of Default;


 


(2)       the Holders of at least 25%
in aggregate principal amount of outstanding Notes make a written request to the Trustee to pursue the remedy;


 


(3)       such Holder or Holders offer
the Trustee indemnity satisfactory to the Trustee against any costs, liability or expense;


 


(4)       the Trustee does not comply
with the request within 60 days after receipt of the request and the offer of indemnity; and


 




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(5)       during such 60-day period,
the Holders of a majority in aggregate principal amount of the outstanding Notes do not give the Trustee a direction that is inconsistent
with the request.


 


However, such limitations do not apply to the
right of any Holder of a Note to receive payment of the principal of, premium, if any, or interest on, such Note or to bring suit
for the enforcement of any such payment on or after the due date expressed in the Notes, which right shall not be impaired or affected
without the consent of the Holder.


 


A Holder may not use this Indenture to prejudice
the rights of another Holder or to obtain a preference or priority over such other Holder.


 


SECTION 6.07.          Rights of Holders
To Receive Payment.


 


Notwithstanding any other provision of this Indenture,
the right of any Holder to receive payment of principal of and premium, if any, and interest on, a Note, on or after the respective
due dates therefor, or to bring suit for the enforcement of any such payment on or after such respective dates, shall not be impaired
or affected without the consent of the Holder.


 


SECTION 6.08.          Collection Suit
by Trustee.


 


If a Default in payment of principal or interest
specified in Section 6.01(1) or (2) occurs and is continuing, the Trustee may recover judgment in its own name and as trustee
of an express trust against the Issuer or any other obligor on the Notes for the whole amount of principal and accrued interest
and fees remaining unpaid, together with interest on overdue principal and, to the extent that payment of such interest is lawful,
interest on overdue installments of interest, in each case at the rate per annum borne by the Notes and such further amount
as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements
and advances of the Trustee, its agents and counsel.


 


SECTION 6.09.          Trustee May File
Proofs of Claim.


 


The Trustee may file such proofs of claim and
other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for
the compensation, expenses, disbursements and advances of the Trustee, its agents and counsel) and the Holders allowed in any judicial
proceedings relating to the Issuer, their creditors or their property and shall be entitled and empowered to collect and receive
any monies or other property payable or deliverable on any such claims and to distribute the same, and any Custodian in any such
judicial proceedings is hereby authorized by each Holder to make such payments to the Trustee and, in the event that the Trustee
shall consent to the making of such payments directly to the Holders, to pay to the Trustee any amount due to it for the reasonable
compensation, expenses, disbursements and advances of the Trustee, its agent and counsel, and any other amounts due the Trustee
under Section 7.07.  Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to
or accept or adopt on behalf of any Holder any plan of reorganization, arrangement, adjustment or composition affecting the Notes
or the rights of any Holder thereof, or to authorize the Trustee to vote in respect of the claim of any Holder in


 




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any such proceeding.  The Trustee shall
be entitled to participate as a member of any official committee of creditors in the matters as it deems necessary or advisable.


 


SECTION 6.10.          Priorities.


 


If the Trustee collects any money or property
pursuant to this Article Six, it shall pay out the money or property in the following order:


 


First: to the Trustee for amounts
due under Section 7.07;


 


Second: to Holders for interest
accrued on the Notes, ratably, without preference or priority of any kind, according to the amounts due and payable on the Notes
for interest;


 


Third: to Holders for principal
amounts due and unpaid on the Notes, ratably, without preference or priority of any kind, according to the amounts due and payable
on the Notes for principal; and


 


Fourth: to the Issuer or, if
applicable, the Subsidiary Guarantors, as their respective interests may appear.


 


The Trustee, upon prior notice to the Issuer,
may fix a record date and payment date for any payment to Holders pursuant to this Section 6.10.


 


SECTION 6.11.          Undertaking for
Costs.


 


In any suit for the enforcement of any right or
remedy under this Indenture or in any suit against the Trustee for any action taken or omitted by it as Trustee, a court in its
discretion may require the filing by any party litigant in the suit of an undertaking to pay the costs of the suit, and the court
in its discretion may assess reasonable costs, including reasonable attorneys’ fees and expenses, against any party litigant
in the suit, having due regard to the merits and good faith of the claims or defenses made by the party litigant.  This
Section 6.11 does not apply to a suit by the Trustee, a suit by a Holder pursuant to Section 6.07, or a suit by a Holder
or Holders of more than 10% in principal amount of the outstanding Notes.


 


ARTICLE
Seven


 


TRUSTEE


 


SECTION 7.01.          Duties of Trustee.


 


(a)       If a Default has occurred and is continuing,
the Trustee shall exercise such of the rights and powers vested in it by this Indenture and use the same degree of care and skill
in their exercise as a prudent person would exercise or use under the circumstances in the conduct of his or her own affairs.  


 


(b)       Except during the continuance of a Default:


 




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(1)       The Trustee need perform only
those duties as are specifically set forth herein or in the Trust Indenture Act and no duties, covenants, responsibilities or obligations
shall be implied in this Indenture against the Trustee.


 


(2)       In the absence of bad faith
on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed
therein, upon certificates (including Officers’ Certificates) or opinions (including Opinions of Counsel) furnished to the
Trustee and conforming to the requirements of this Indenture.  However, in the case of any such certificates or opinions
which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall examine the certificates
and opinions to determine whether or not they conform to the requirements of this Indenture.


 


(c)       Notwithstanding anything to the contrary
herein, the Trustee may not be relieved from liability for its own negligent action, its own negligent failure to act, or its own
willful misconduct, except that:


 


(1)       This paragraph does not
limit the effect of Section 7.01(b).


 


(2)       The Trustee shall not be liable
for any error of judgment made in good faith by a Responsible Officer, unless it is proved that the Trustee was negligent in ascertaining
the pertinent facts.


 


(3)       The Trustee shall not be liable
with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 6.05.


 


(d)       No provision of this Indenture shall require
the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties
hereunder or to take or omit to take any action under this Indenture or take any action at the request or direction of Holders
if it shall have reasonable grounds for believing that repayment of such funds is not assured to it.


 


(e)       Whether or not therein expressly so provided,
every provision of this Indenture that in any way relates to the Trustee is subject to this Section 7.01.


 


(f)        The Trustee shall not be liable for interest
on any money received by it except as the Trustee may agree in writing with the Issuer.  Money held in trust by the Trustee
need not be segregated from other funds except to the extent required by law.


 


(g)       In the absence of bad faith, negligence
or willful misconduct on the part of the Trustee, the Trustee shall not be responsible for the application of any money by any
Paying Agent other than the Trustee.


 


SECTION 7.02.          Rights of Trustee.


 


Subject to Section 7.01:


 




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(a)        The Trustee may rely conclusively on any
resolution, certificate (including any Officers’ Certificate), statement, instrument, opinion (including any Opinion of Counsel),
notice, request, direction, consent, order, bond, debenture, or other paper or document believed by it to be genuine and to have
been signed or presented by the proper Person.  The Trustee need not investigate any fact or matter stated in the document.


 


(b)       Before the Trustee acts or refrains from
acting, it may require an Officers’ Certificate and an Opinion of Counsel, which shall conform to the provisions of Section 11.05.  The
Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such Officers’ Certificate
or Opinion of Counsel.


 


(c)       The Trustee may act through its attorneys
and agents and shall not be responsible for the misconduct or negligence of any agent (other than an agent who is an employee of
the Trustee) appointed with due care.


 


(d)       The Trustee shall not be liable for any
action it takes or omits to take in good faith which it reasonably believes to be authorized or within its rights or powers under
this Indenture.


 


(e)       The Trustee may consult with counsel of
its selection and the advice or opinion of such counsel as to matters of law shall be full and complete authorization and protection
from liability in respect of any action taken, omitted or suffered by it hereunder in good faith and in accordance with the advice
or opinion of such counsel.


 


(f)        The Trustee shall be under no obligation
to exercise any of the rights or powers vested in it by this Indenture at the request, order or direction of any of the Holders
pursuant to the provisions of this Indenture, unless such Holders shall have offered to the Trustee reasonable security or indemnity
satisfactory to it against the costs, expenses and liabilities which may be incurred therein or thereby.


 


(g)       The Trustee shall not be bound to make
any investigation into the facts or matters stated in any resolution, certificate (including any Officers’ Certificate),
statement, instrument, opinion (including any Opinion of Counsel), notice, request, direction, consent, order, bond, debenture,
or other paper or document, but the Trustee, in its discretion, may make such further inquiry or investigation into such facts
or matters as it may see fit and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled,
upon reasonable notice to the Issuer, to examine the books, records, and premises of the Issuer, personally or by agent or attorney
at the sole cost of the Issuer.


 


(h)       The Trustee shall not be required to give
any bond or surety in respect of the performance of its powers and duties hereunder.


 


(i)        The permissive rights of the Trustee to
do things enumerated in this Indenture shall not be construed as duties.


 


(j)        Except with respect to Section 4.01
and 4.05, the Trustee shall have no duty to inquire as to the performance of the Issuer with respect to the covenants contained
in Article 4.  In addition, the Trustee shall not be deemed to have knowledge of an Event of Default


 




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except (i) any Default or Event of Default occurring
pursuant to Sections 4.01, 6.01(1) or 6.01(2) or (ii) any Default or Event of Default known to a Responsible Officer.


 


(k)       The rights, privileges, protections, immunities
and benefits given to the Trustee, including its right to be indemnified, are extended to, and shall be enforceable by, the Trustee
in each of its capacities hereunder, and to each agent, custodian and other Person employed to act hereunder.


 


SECTION 7.03.          Individual Rights
of Trustee.


 


The Trustee in its individual or any other capacity
may become the owner or pledgee of Notes and may otherwise deal with the Issuer, its Subsidiaries or its respective Affiliates
with the same rights it would have if it were not Trustee.  Any Agent may do the same with like rights.  However,
the Trustee must comply with Sections 7.10 and 7.11.


 


SECTION 7.04.          Trustee’s
Disclaimer.


 


The Trustee shall not be responsible for and makes
no representation as to the validity or adequacy of this Indenture or the Notes, it shall not be accountable for the Issuer’s
use of the proceeds from the Notes, and it shall not be responsible for any statement of the Issuer in this Indenture or any document
issued in connection with the sale of Notes or any statement in the Notes other than the Trustee’s certificate of authentication.  The
Trustee makes no representations with respect to the effectiveness or adequacy of this Indenture.


 


SECTION 7.05.          Notice of Default.


 


If a Default occurs and is continuing and is deemed
to be known to the Trustee pursuant to Section 7.02(j), the Trustee shall mail to each Holder notice of the uncured Default within
30 days after such Default occurs.  Except in the case of a Default in payment of principal of, or interest on, any Note,
including an accelerated payment and the failure to make a payment on a Payment Date pursuant to a Default in complying with the
provisions of Article Five, the Trustee may withhold the notice if and so long as the Board of Directors, the executive committee,
or a trust committee of directors and/or Responsible Officers, of the Trustee in good faith determines that withholding the notice
is in the interest of the Holders.


 


SECTION 7.06.          Reports by Trustee
to Holders.


 


Within 60 days after each December 1, beginning
with December 1, 2015, the Trustee shall, to the extent that any of the events described in Trust Indenture Act § 313(a)
occurred within the previous twelve months, but not otherwise, mail to each Holder a brief report dated as of such date that complies
with Trust Indenture Act § 313(a).  The Trustee also shall comply with Trust Indenture Act §§ 313(b),
313(c) and 313(d).


 


A copy of each report at the time of its mailing
to Holders shall be mailed to the Issuer and filed with the SEC and each securities exchange, if any, on which the Notes are listed.


 




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The Issuer shall notify the Trustee if the Notes
become listed on any securities exchange or of any delisting thereof and the Trustee shall comply with Trust Indenture Act § 313(d).


 


SECTION 7.07.          Compensation
and Indemnity.


 


The Issuer shall pay to the Trustee from time
to time such compensation as the Issuer and the Trustee shall from time to time agree in writing for its services hereunder.  The
Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust.  The Issuer
shall reimburse the Trustee upon request for all reasonable disbursements, expenses and advances (including reasonable fees and
expenses of counsel) incurred or made by it in addition to the compensation for its services, except any such disbursements, expenses
and advances as may be attributable to the Trustee’s negligence, bad faith or willful misconduct.  Such expenses
shall include the reasonable fees and expenses of the Trustee’s agents and counsel.


 


The Issuer shall indemnify each of the Trustee
or any predecessor Trustee and its agents for, and hold them harmless against, any and all loss, damage, claims including taxes
(other than taxes based upon, measured by or determined by the income of the Trustee), liability or expense incurred by them except
for such actions to the extent caused by any negligence, bad faith or willful misconduct on their part, arising out of or in connection
with the acceptance or administration of this trust including the reasonable costs and expenses of defending themselves against
or investigating any claim or liability in connection with the exercise or performance of any of the Trustee’s rights, powers
or duties hereunder.  The Trustee shall notify the Issuer promptly of any claim asserted against the Trustee or any of
its agents for which it may seek indemnity.  The Issuer may, subject to the approval of the Trustee (which approval shall
not be unreasonably withheld), defend the claim and the Trustee shall cooperate in the defense.  The Trustee and its
agents subject to the claim may have separate counsel and the Issuer shall pay the reasonable fees and expenses of such counsel;
provided, however, that the Issuer will not be required to pay such fees and expenses if, subject to the approval of the
Trustee (which approval shall not be unreasonably withheld), it assumes the Trustee’s defense and there is no conflict of
interest between the Issuer and the Trustee and its agents subject to the claim in connection with such defense as reasonably determined
by the Trustee.  The Issuer need not pay for any settlement made without its written consent.  The Issuer need
not reimburse any expense or indemnify against any loss or liability to the extent incurred by the Trustee through its negligence,
bad faith or willful misconduct.


 


To secure the Issuer’s payment obligations
in this Section 7.07, the Trustee shall have a Lien prior to the Notes against all money or property held or collected by
the Trustee, in its capacity as Trustee, except money or property held in trust to pay principal and interest on particular Notes.


 


When the Trustee incurs expenses or renders services
after a Default specified in Section 6.01(6) or 6.01(7) occurs, such expenses and the compensation for such services shall
be paid to the extent allowed under any Bankruptcy Law.


 




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Notwithstanding any other provision in this Indenture,
the foregoing provisions of this Section 7.07 shall survive the satisfaction and discharge of this Indenture or the appointment
of a successor Trustee.


 


SECTION 7.08.          Replacement of
Trustee.


 


The Trustee may resign at any time by so notifying
the Issuer in writing.  The Holders of a majority in principal amount of the outstanding Notes may remove the Trustee
by so notifying the Issuer and the Trustee and may appoint a successor Trustee.  The Issuer may remove the Trustee if:


 


(1)       the Trustee fails to comply
with Section 7.10;


 


(2)       the Trustee is adjudged a bankrupt
or an insolvent;


 


(3)       a receiver or other public
officer takes charge of the Trustee or its property; or


 


(4)       the Trustee becomes incapable
of acting.


 


If the Trustee resigns or is removed or if a vacancy
exists in the office of Trustee for any reason, the Issuer shall notify each Holder of such event and shall promptly appoint a
successor Trustee.  Within one year after the successor Trustee takes office, the Holders of a majority in principal
amount of the Notes may appoint a successor Trustee to replace the successor Trustee appointed by the Issuer.


 


A successor Trustee shall deliver a written acceptance
of its appointment to the retiring Trustee and to the Issuer.  Immediately after that, the retiring Trustee shall transfer,
after payment of all sums then owing to the Trustee pursuant to Section 7.07, all property held by it as Trustee to the successor
Trustee, subject to the Lien provided in Section 7.07, the resignation or removal of the retiring Trustee shall become effective,
and the successor Trustee shall have all the rights, powers and duties of the Trustee under this Indenture.  A successor
Trustee shall mail notice of its succession to each Holder.


 


If a successor Trustee does not take office within
60 days after the retiring Trustee resigns or is removed, the retiring Trustee, the Issuer or the Holders of at least 10% in principal
amount of the outstanding Notes may petition any court of competent jurisdiction for the appointment of a successor Trustee at
the expense of the Issuer.


 


If the Trustee fails to comply with Section 7.10,
any Holder may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee.


 


Notwithstanding replacement of the Trustee pursuant
to this Section 7.08, the Issuer’s obligations under Section 7.07 shall continue for the benefit of the retiring
Trustee.


 




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SECTION 7.09.          Successor Trustee
by Merger, Etc.


 


If the Trustee consolidates with, merges or converts
into, or transfers all or substantially all of its corporate trust business to, another corporation, the resulting, surviving or
transferee corporation without any further act shall, if such resulting, surviving or transferee corporation is otherwise eligible
hereunder, be the successor Trustee; provided that such corporation shall be otherwise qualified and eligible under this
Article Seven.


 


SECTION 7.10.          Eligibility;
Disqualification.


 


This Indenture shall always have a Trustee who
satisfies the requirement of Trust Indenture Act §§ 310(a)(1), 310(a)(2) and 310(a)(5).  The Trustee shall
have a combined capital and surplus of at least $150,000,000 as set forth in its most recent published annual report of condition.  The
Trustee shall comply with Trust Indenture Act § 310(b); provided, however, that there shall be excluded from the
operation of Trust Indenture Act § 310(b)(1) any indenture or indentures under which other securities, or certificates
of interest or participation in other securities, of the Issuer are outstanding, if the requirements for such exclusion set forth
in Trust Indenture Act § 310(b)(1) are met.  The provisions of Trust Indenture Act § 310 shall apply
to the Issuer and any other obligor of the Notes.


 


SECTION 7.11.          Preferential
Collection of Claims Against the Issuer.


 


The Trustee, in its capacity as Trustee hereunder,
shall comply with Trust Indenture Act § 311(a), excluding any creditor relationship listed in Trust Indenture Act § 311(b).  A
Trustee who has resigned or been removed shall be subject to Trust Indenture Act § 311(a) to the extent indicated.


 


ARTICLE
Eight


 


DISCHARGE
OF INDENTURE; DEFEASANCE


 


SECTION 8.01.          Termination of
the Issuer’s Obligations.


 


The Issuer may terminate its obligations under
the Notes and this Indenture and the obligations of the Subsidiary Guarantors under the Subsidiary Guarantees and this Indenture
and this Indenture shall cease to be of further effect, except those obligations referred to in the penultimate paragraph of
this Section 8.01, if:


 


(1)       either


 


(A)          all the Notes theretofore authenticated
and delivered (except lost, stolen or destroyed Notes which have been replaced or paid and Notes for whose payment money has theretofore
been deposited in trust or segregated and held in trust by the Issuer and thereafter repaid to the Issuer or discharged from such
trust) have been delivered to the Trustee for cancellation; or


 




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(B)         all
Notes not theretofore delivered to the Trustee for cancellation (1) have become due and payable or (2) will become due
and payable within one year, or are to be called for redemption within one year, under arrangements reasonably satisfactory to
the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Issuer, and the Issuer
has irrevocably deposited or caused to be deposited with the Trustee funds in an amount sufficient to pay and discharge the entire
Indebtedness on the Notes not theretofore delivered to the Trustee for cancellation, for principal of, premium, if any, and interest
on the Notes to the date of maturity or redemption, as the case may be, together with irrevocable instructions from the Issuer
directing the Trustee to apply such funds to the payment thereof at maturity or redemption, as the case may be;


 


(2)       the
Issuer has paid all sums payable by them under this Indenture, and


 


(3)       the
Issuer has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel stating that all conditions precedent
under this Indenture relating to the satisfaction and discharge of this Indenture have been complied with.


 


In the case of clause (B) of this Section 8.01,
and subject to the next sentence and notwithstanding the foregoing paragraph, the Issuer’s obligations in Sections 2.05,
2.06, 2.07, 2.08, 4.01, 4.02, 4.03 (as to legal existence of the Issuer only), 7.07, 8.05 and 8.06 shall survive until the Notes
are no longer outstanding pursuant to the last paragraph of Section 2.08.  After the Notes are no longer outstanding,
the Issuer’s obligations in Sections 7.07, 8.05 and 8.06 shall survive.


 


After such delivery or irrevocable deposit, the
Trustee upon request shall acknowledge in writing the discharge of the Issuer’s obligations under the Notes and this Indenture
except for those surviving obligations specified above.


 


SECTION 8.02.         Legal
Defeasance and Covenant Defeasance.


 


(a)      The
Issuer may, at its option and at any time, elect to have either paragraph (b) or (c) below applied to all outstanding Notes
upon compliance with the conditions set forth in Section 8.03.


 


(b)      Upon
the Issuer’s exercise under Section 8.02(a) hereof of the option applicable to this Section 8.02(b), the Issuer
and the Subsidiary Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.03, be deemed to
have been discharged from their obligations with respect to all outstanding Notes on the date the conditions set forth below are
satisfied (hereinafter, “Legal Defeasance”).  For this purpose, Legal Defeasance means that the Issuer
and the Subsidiary Guarantors shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding
Notes and Subsidiary Guarantees, which shall thereafter be deemed to be “outstanding” only for the purposes of Section 8.04
hereof and the other Sections of this Indenture referred to in (i) and (ii) below, and to have satisfied all its other obligations
under such Notes and this Indenture and the Subsidiary Guarantors shall be deemed to have satisfied all of their obligations under
the Subsidiary Guarantees and this Indenture (and


 




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the Trustee, on demand of and at the expense of
the Issuer, shall execute proper instruments acknowledging the same), except for the following provisions which shall survive until
otherwise terminated or discharged hereunder:


 


(i)          the
rights of Holders of outstanding Notes to receive, solely from the trust fund described in Section 8.04, and as more fully
set forth in such Section 8.04, payments in respect of the principal of, premium, if any, and interest on such Notes when
such payments are due;


 


(ii)         the
Issuer’s obligations with respect to such Notes under Article Two and Section 4.02 hereof;


 


(iii)        the
rights, powers, trusts, duties and immunities of the Trustee hereunder and the Issuer’s obligations in connection therewith;
and


 


(iv)        the
provisions of this Article Eight applicable to Legal Defeasance.


 


Subject to compliance with this Article Eight,
the Issuer may exercise its option under this Section 8.02(b) notwithstanding the prior exercise of its option under Section 8.02(c).


 


(c)      Upon
the Issuer’s exercise under paragraph (a) hereof of the option applicable to this paragraph (c), the Issuer and
the Subsidiary Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.03, be released from
their respective obligations under the covenants contained in Sections 4.03 (other than with respect to the legal existence
of the Issuer), 4.04, 4.07, 4.08, 4.09 and 4.10 and clause (3) of Section 5.01(a) with respect to the outstanding Notes
on and after the date the conditions set forth in Section 8.03 are satisfied (hereinafter, “Covenant Defeasance”),
and the Notes shall thereafter be deemed not “outstanding” for the purposes of any direction, waiver, consent or declaration
or act of Holders (and the consequences of any thereof) in connection with such covenants, but shall continue to be deemed “outstanding”
for all other purposes hereunder (it being understood that such Notes shall not be deemed outstanding for accounting purposes).  For
this purpose, Covenant Defeasance means that, with respect to the outstanding Notes, the Issuer and the Subsidiary Guarantors may
omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such covenant,
whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference
in any such covenant to any other provision herein or in any other document and such omission to comply shall not constitute an
Event of Default under Section 6.01, but, except as specified above, the remainder of this Indenture and such Notes shall
be unaffected thereby.  In addition, upon the Issuer’s exercise under paragraph (a) hereof of the option applicable
to this paragraph (c), subject to the satisfaction of the conditions set forth in Section 8.03, clauses (3), (4), and
(5) of Section 6.01 shall not constitute Events of Default.


 


SECTION 8.03.         Conditions
to Legal Defeasance or Covenant Defeasance.


 


The following shall be the conditions to the application
of either Section 8.02(b) or 8.02(c) hereof to the outstanding Notes:


 




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(1)      the
Issuer must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders, U.S. Legal Tender, U.S. Government
Obligations or a combination thereof, in such amounts as will be sufficient (without reinvestment), in the opinion of a nationally
recognized firm of independent public accountants selected by the Issuer, to pay the principal of and interest and premium, if
any, on the Notes on the stated date for payment or on the redemption date Notes;


 


(2)      in
the case of Legal Defeasance, the Issuer shall have delivered to the Trustee an Opinion of Counsel in the United States confirming
that:


 


(a)          the
Issuer has received from, or there has been published by the Internal Revenue Service, a ruling, or


 


(b)          since
the date of this Indenture, there has been a change in the applicable U.S. federal income tax law,


 


in either case to the effect that, and
based thereon the Holders will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Legal
Defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would
have been the case if such Legal Defeasance had not occurred;


 


(3)      in
the case of Covenant Defeasance, the Issuer shall have delivered to the Trustee an Opinion of Counsel in the United States reasonably
acceptable to the Trustee confirming that the Holders will not recognize income, gain or loss for U.S. federal income tax purposes
as a result of such Covenant Defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner
and at the same times as would have been the case if such Covenant Defeasance had not occurred;


 


(4)      no
Default shall have occurred and be continuing on the date of such deposit (other than a Default resulting from the borrowing of
funds to be applied to such deposit);


 


(5)      the
Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a Default under this Indenture
or a default under any other material agreement or instrument to which the Issuer or any of its Subsidiaries is a party or by which
the Issuer or any of its Subsidiaries is bound (other than any such Default or default resulting solely from the borrowing of funds
to be applied to such deposit);


 


(6)      the
Issuer shall have delivered to the Trustee an Officers’ Certificate stating that the deposit was not made by it with the
intent of preferring the Holders over any other creditors of the Issuer or with the intent of defeating, hindering, delaying or
defrauding any other of its creditors; and


 


(7)      the
Issuer shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that the conditions
provided for in, in the case of the Officers’ Certificate, clauses (1) through (6), as applicable, and, in the case of the


 




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Opinion of Counsel, clauses (2), if
applicable, and/or (3) and (5) of this Section 8.03 have been complied with.


 


SECTION 8.04.         Application
of Trust Money.


 


The Trustee or Paying Agent shall hold in trust
U.S. Legal Tender and U.S. Government Obligations deposited with it pursuant to this Article Eight, and shall apply the deposited
U.S. Legal Tender and the money from U.S. Government Obligations in accordance with this Indenture to the payment of the principal
of and the interest on the Notes.  The Trustee shall be under no obligation to invest said U.S. Legal Tender and U.S.
Government Obligations, except as it may agree with the Issuer.


 


The Issuer shall pay and indemnify the Trustee
against any tax, fee or other charge imposed on or assessed against the U.S. Legal Tender and U.S. Government Obligations deposited
pursuant to Section 8.03 or the principal and interest received in respect thereof, other than any such tax, fee or other
charge which by law is for the account of the Holders of the outstanding Notes.


 


Anything in this Article Eight to the contrary
notwithstanding, the Trustee shall deliver or pay to the Issuer from time to time upon the Issuer’s request any U.S. Legal
Tender and U.S. Government Obligations held by it as provided in Section 8.03 which, in the opinion of a nationally recognized
firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, are in excess of
the amount thereof that would then be required to be deposited to effect an equivalent Legal Defeasance or Covenant Defeasance.


 


SECTION 8.05.         Repayment
to the Issuer.


 


The Trustee and the Paying Agent shall pay to
the Issuer upon request any money held by them for the payment of principal or interest that remains unclaimed for two years; provided,
however, that the Trustee or such Paying Agent, before being required to make any payment, may at the expense of the Issuer
cause to be published once in a newspaper of general circulation in the City of New York or mail to each Holder entitled to such
money notice that such money remains unclaimed and that after a date specified therein which shall be at least 30 days from the
date of such publication or mailing any unclaimed balance of such money then remaining will be repaid to the Issuer.  After
payment to the Issuer, Holders entitled to such money must look to the Issuer for payment as general creditors unless an applicable
law designates another Person.


 


SECTION 8.06.         Reinstatement.


 


If the Trustee or Paying Agent is unable to apply
any U.S. Legal Tender and U.S. Government Obligations in accordance with this Article Eight by reason of any legal proceeding or
by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such
application, or if the funds deposited with the Trustee to effect Covenant Defeasance are insufficient to pay the principal of,
and interest on, the Notes when due, the Issuer’s obligations under this Indenture, and the Notes and the Subsidiary Guarantees
shall be revived and reinstated as though no deposit had occurred pursuant to this Article Eight until such time as the Trustee
or Paying Agent is permitted to apply all such U.S.


 




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Legal Tender and U.S. Government Obligations in
accordance with this Article Eight; provided that if the Issuer has made any payment of interest on, or principal of, any
Notes because of the reinstatement of its obligations, the Issuer shall be subrogated to the rights of the Holders of such Notes
to receive such payment from the U.S. Legal Tender and U.S. Government Obligations held by the Trustee or Paying Agent.


 


ARTICLE
Nine


 


AMENDMENTS,
SUPPLEMENTS AND WAIVERS


 


SECTION 9.01.         Without
Consent of Holders.


 


(a)      The
Issuer, the Subsidiary Guarantors and the Trustee, together, may amend or supplement this Indenture, the Notes or the Subsidiary
Guarantees without notice to or consent of any Holder:


 


(1)      to
cure any ambiguity, defect or inconsistency in this Indenture, the Notes or the Subsidiary Guarantees;


 


(2)      to
provide for uncertificated Notes in addition to or in place of certificated Notes;


 


(3)      to
provide for the assumption of the Issuer’s or a Subsidiary Guarantor’s obligations to the Holders of the Notes in the
case of a merger, consolidation or sale of all or substantially all of the assets, in accordance with Article Five;


 


(4)      to
add any additional Subsidiary Guarantee by any additional Subsidiary Guarantor (which supplemental indenture need not be executed
by existing Subsidiary Guarantors);


 


(5)      to
release any Subsidiary Guarantor from any of its obligations under its Subsidiary Guarantee or this Indenture (to the extent permitted
by this Indenture);


 


(6)      to
make any change that would not materially adversely affect the rights of any Holder;


 


(7)      to
make any change to conform this Indenture, the Notes or the Subsidiary Guarantees to the "Description of Notes" section
of the Offering Memorandum of the Issuer relating to the Notes dated March 11, 2015;


 


(8)      to
comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the Trust Indenture
Act; or


 


(9)      to
evidence and provide for the acceptance of an appointment by a successor trustee;


 




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provided, however, that the Issuer has delivered to
the Trustee an Opinion of Counsel and an Officers’ Certificate, each stating that such amendment or supplement complies with
the provisions of this Section 9.01.


 


SECTION 9.02.         With
Consent of Holders.


 


(a)      Subject
to Section 6.07, the Issuer, the Subsidiary Guarantors and the Trustee, together, with the written consent of the Holder or
Holders of a majority in aggregate principal amount of the outstanding Notes may amend or supplement this Indenture, the Notes
or the Subsidiary Guarantees, without notice to any other Holders.  Subject to Sections 6.07, the Holder or Holders
of a majority in aggregate principal amount of the outstanding Notes may waive compliance with any provision of this Indenture,
the Notes or the Subsidiary Guarantees without notice to any other Holders.


 


(b)      Notwithstanding
Section 9.02(a), without the consent of each Holder affected, no amendment or waiver may:


 


(1)      change
the Stated Maturity of the principal of, or any installment of interest on, any Note;


 


(2)      reduce
the principal amount of, or premium, if any, or interest on, any Note;


 


(3)      change
the place of payment of principal of, or premium, if any, or interest on, any Note;


 


(4)      impair
the right to institute suit for the enforcement of any payment on or after the Stated Maturity (or, in the case of a redemption,
on or after the Redemption Date) of any Note;


 


(5)      reduce
the above-stated percentages of outstanding Notes the consent of whose Holders is necessary to modify or amend this Indenture;


 


(6)      waive
a default in the payment of principal of, premium, if any, or interest on the Notes;


 


(7)      voluntarily
release a Subsidiary Guarantor of the Notes, except as permitted by this Indenture;


 


(8)      reduce
the percentage or aggregate principal amount of outstanding Notes the consent of whose Holders is necessary for waiver of compliance
with Sections 6.02 and 6.04; or


 


(9)      modify
or change any provisions of this Indenture affecting the ranking of the Notes or the Subsidiary Guarantees in any manner adverse
to the Holders of the Notes.


 




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(c)      It
shall not be necessary for the consent of the Holders under this Section to approve the particular form of any proposed amendment,
supplement or waiver but it shall be sufficient if such consent approves the substance thereof.


 


(d)      A
consent to any amendment, supplement or waiver under this Indenture by any Holder given in connection with an exchange (in the
case of an exchange offer) or a tender (in the case of a tender offer) of such Holder’s Notes will not be rendered invalid
by such tender or exchange.


 


(e)      After
an amendment, supplement or waiver under this Section 9.02 becomes effective, the Issuer shall mail to the Holders affected
thereby a notice briefly describing the amendment, supplement or waiver.  Any failure of the Issuer to mail such notice,
or any defect therein, shall not, however, in any way impair or affect the validity of any such amendment, supplement or waiver.


 


SECTION 9.03.         Compliance
with the Trust Indenture Act.


 


From the date on which this Indenture is qualified
under the Trust Indenture Act, every amendment, waiver or supplement of this Indenture, the Notes or the Subsidiary Guarantees
shall comply with the Trust Indenture Act as then in effect.


 


SECTION 9.04.         Revocation
and Effect of Consents.


 


Until an amendment, waiver or supplement becomes
effective, a consent to it by a Holder is a continuing consent by the Holder and every subsequent Holder of a Note or portion of
a Note that evidences the same debt as the consenting Holder’s Note, even if notation of the consent is not made on any Note.  However,
any such Holder or subsequent Holder may revoke the consent as to his Note or portion of his Note by notice to the Trustee or the
Issuer received before the date on which the Trustee receives an Officers’ Certificate certifying that the Holders of the
requisite principal amount of Notes have consented (and not theretofore revoked such consent) to the amendment, supplement or waiver.  


 


The Issuer may, but shall not be obligated to,
fix a record date for the purpose of determining the Holders entitled to consent to any amendment, supplement or waiver, which
record date shall be at least 30 days prior to the first solicitation of such consent.  If a record date is fixed, then
notwithstanding the last sentence of the immediately preceding paragraph, those Persons who were Holders at such record date (or
their duly designated proxies), and only those Persons, shall be entitled to revoke any consent previously given, whether or not
such Persons continue to be Holders after such record date.  No such consent shall be valid or effective for more than
90 days after such record date.  The Issuer shall inform the Trustee in writing of the fixed record date if applicable.


 


After an amendment, supplement or waiver becomes
effective, it shall bind every Holder, unless it makes a change described in any of clauses (1) through (8) of Section 9.02(b),
in which case, the amendment, supplement or waiver shall bind only each Holder of a Note who has consented to it and every subsequent
Holder of a Note or portion of a Note that evidences the same debt as the consenting Holder’s Note; provided, however,
that any such waiver shall not impair or affect the right of any Holder to receive payment of principal of, and interest on, a
Note,


 




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on or after the respective due dates therefor,
or to bring suit for the enforcement of any such payment on or after such respective dates without the consent of such Holder.


 


SECTION 9.05.         Notation
on or Exchange of Notes.


 


If an amendment, supplement or waiver changes
the terms of a Note, the Issuer may require the Holder of the Note to deliver it to the Trustee.  The Issuer shall provide
the Trustee with an appropriate notation on the Note about the changed terms and cause the Trustee to return it to the Holder at
the Issuer’s expense.  Alternatively, if the Issuer or the Trustee so determines, the Issuer in exchange for the
Note shall issue, and the Trustee shall authenticate, a new Note that reflects the changed terms.  Failure to make the
appropriate notation or issue a new Note shall not affect the validity and effect of such amendment, supplement or waiver.


 


SECTION 9.06.         Trustee
To Sign Amendments, Etc.


 


The Trustee shall execute any amendment, supplement
or waiver authorized pursuant to this Article Nine; provided, however, that the Trustee may, but shall not be obligated
to, execute any such amendment, supplement or waiver which affects the Trustee’s own rights, duties or immunities under this
Indenture.  The Trustee shall be entitled to receive, and shall be fully protected in relying upon, an Opinion of Counsel
and an Officers’ Certificate each stating that the execution of any amendment, supplement or waiver authorized pursuant to
this Article Nine is authorized or permitted by this Indenture and constitutes legal, valid and binding obligations of the Issuer
enforceable in accordance with its terms.  Such Opinion of Counsel shall be at the expense of the Issuer.


 


ARTICLE
Ten


 


SUBSIDIARY
GUARANTEE


 


SECTION 10.01.       Guarantee.


 


Subject to this Article Ten, each of the
Subsidiary Guarantors hereby, jointly and severally, unconditionally guarantees to each Holder of a Note authenticated and delivered
by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture,
the Notes or the obligations of the Issuer hereunder or thereunder, that: (a) the principal of and interest on the Notes will be
promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal
of and interest on the Notes, if any, if lawful, and all other obligations of the Issuer to the Holders or the Trustee hereunder
or thereunder will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in case
of any extension of time of payment or renewal of any Notes or any of such other obligations, that same will be promptly paid in
full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration
or otherwise.  Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason,
the Subsidiary Guarantors shall be jointly and severally obligated to pay the same immediately.  Each Subsidiary Guarantor
agrees that this is a guarantee of payment and not a guarantee of collection.


 




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The Subsidiary Guarantors hereby agree that their
obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture,
the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions
hereof or thereof, the recovery of any judgment against the Issuer, any action to enforce the same or any other circumstance which
might otherwise constitute a legal or equitable discharge or defense of a guarantor.  Each Subsidiary Guarantor hereby
waives, to the extent permitted by applicable law, diligence, presentment, demand of payment, filing of claims with a court in
the event of insolvency or bankruptcy of the Issuer, any right to require a proceeding first against the Issuer, protest, notice
and all demands whatsoever and covenant that this Note Guarantee shall not be discharged except by complete performance of the
obligations contained in the Notes and this Indenture.


 


If any Holder or the Trustee is required by any
court or otherwise to return to the Issuer, the Subsidiary Guarantors or any custodian, trustee, liquidator or other similar official
acting in relation to either the Issuer or the Subsidiary Guarantors, any amount paid by either to the Trustee or such Holder,
this Subsidiary Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect.


 


Each Subsidiary Guarantor agrees that it shall
not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment
in full of all obligations guaranteed hereby.  Each Subsidiary Guarantor further agrees that, as between the Subsidiary
Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the obligations guaranteed
hereby may be accelerated as provided in Article Six hereof for the purposes of this Subsidiary Guarantee, notwithstanding any
stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in
the event of any declaration of acceleration of such obligations as provided in Article Six hereof, such obligations (whether or
not due and payable) shall forthwith become due and payable by the Subsidiary Guarantors for the purpose of this Subsidiary Guarantee.  


 


SECTION 10.02.       Limitation
on Subsidiary Guarantor Liability.


 


Each Subsidiary Guarantor, and by its acceptance
of Notes, each Holder, hereby confirms that it is the intention of all such parties that the Subsidiary Guarantee of such Subsidiary
Guarantor not constitute a fraudulent transfer or conveyance for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance
Act, the Uniform Fraudulent Transfer Act or any similar federal or state law to the extent applicable to any Subsidiary Guarantee.  To
effectuate the foregoing intention, the Trustee, the Holders and the Subsidiary Guarantors hereby irrevocably agree that the obligations
of such Subsidiary Guarantor will, after giving effect to such maximum amount and all other contingent and fixed liabilities of
such Subsidiary Guarantor that are relevant under such laws, and after giving effect to any collections from, rights to receive
contribution from or payments made by or on behalf of any other Subsidiary Guarantor in respect of the obligations of such other
Subsidiary Guarantor under this Article Ten, result in the obligations of such Subsidiary Guarantor under its Subsidiary Guarantee
not constituting a fraudulent transfer or conveyance.  Each Subsidiary Guarantor that makes a payment for distribution
under its Subsidiary Guarantee is entitled to a contribution from each


 




    	53



    	 



    

 


other Subsidiary Guarantor in a pro rata
amount based on the adjusted net assets of each Subsidiary Guarantor.


 


SECTION 10.03.       Execution
and Delivery of Subsidiary Guarantee.


 


To evidence its Subsidiary Guarantee set forth
in Section 10.01, each Subsidiary Guarantor hereby agrees that a notation of such Subsidiary Guarantee substantially in the
form included in Exhibit E shall be endorsed by an Officer of such Subsidiary Guarantor on each Note authenticated
and delivered by the Trustee and that this Indenture shall be executed on behalf of such Subsidiary Guarantor by an Officer.


 


Each Subsidiary Guarantor hereby agrees that its
Subsidiary Guarantee set forth in Section 10.01 shall remain in full force and effect notwithstanding any failure to endorse
on each Note a notation of such Subsidiary Guarantee.


 


If an Officer whose signature is on this Indenture
or on the Subsidiary Guarantee no longer holds that office at the time the Trustee authenticates the Note on which a Subsidiary
Guarantee is endorsed, the Subsidiary Guarantee shall be valid nevertheless.


 


The delivery of any Note by the Trustee, after
the authentication thereof hereunder, shall constitute due delivery of the Subsidiary Guarantee set forth in this Indenture on
behalf of the Subsidiary Guarantors.


 


SECTION 10.04.       Release
of a Subsidiary Guarantor.


 


A Subsidiary Guarantor shall be automatically
and unconditionally released from its obligations under its Note Guarantee and its obligations under this Indenture and the Registration
Rights Agreement:


 


(1)      upon
any sale, exchange or transfer to a Person not an Affiliate of the Issuer of all of the Capital Stock held by the Issuer and its
Subsidiaries in, or all or substantially all of the assets of, such Subsidiary Guarantor;


 


(2)      upon
the liquidation or dissolution of such Subsidiary Guarantor; provided that no Default or Event of Default shall occur as
a result thereof;


 


(3)      if
the Issuer exercises its Legal Defeasance option under Section 8.02(b) or its Covenant Defeasance option under Section 8.02(c),
or if the Issuer’s obligations under this Indenture are discharged in accordance with Section 8.01; or


 


(4)      if
a Subsidiary Guarantor ceases to guarantee the obligations of the Issuer under any such Indebtedness of the Issuer that would constitute
Indebtedness under clauses (1) or (2) under the definition thereof in an amount at least equal to $50 million;


 


provided, however, that in the case of clauses (1)
and (2) above, (x) such sale or other disposition is made to a Person other than the Issuer or any of its Subsidiaries and (y)
such sale or disposition is otherwise permitted by this Indenture.  Upon any such occurrence specified in this Section
10.04, at the Issuer’s request, and upon delivery to the Trustee of an Officers’ Certificate


 




    	54



    	 



    

 


and an Opinion of Counsel, each stating that all conditions precedent
under the Indenture relating to such release have been complied with, the Trustee shall execute any documents reasonably requested
by the Issuer evidencing such release.  A Person that has been released pursuant to this Section 10.04 shall cease to
be a Subsidiary Guarantor for all purposes under this Indenture from and after the date of such release unless and until such Person
again becomes a Subsidiary Guarantor pursuant to Section 4.09.


 


Nothing contained in this Indenture or in any
of the Notes shall prevent any consolidation or merger of a Subsidiary Guarantor with or into the Issuer (in which case such Subsidiary
Guarantor shall no longer be a Subsidiary Guarantor) or another Subsidiary Guarantor or shall prevent any sale or conveyance of
the property of a Subsidiary Guarantor as an entirety or substantially as an entirety to the Issuer or another Subsidiary Guarantor.


 


ARTICLE
Eleven


 


MISCELLANEOUS


 


SECTION 11.01.       Trust
Indenture Act Controls.


 


If any provision of this Indenture limits, qualifies,
or conflicts with another provision which is required or deemed to be included in this Indenture by the Trust Indenture Act, such
required or deemed provision shall control.


 


SECTION 11.02.       Notices.


 


Any notices or other communications required or
permitted hereunder shall be in writing, and shall be sufficiently given if made by hand delivery, by telex, by nationally recognized
overnight courier service, by telecopier or registered or certified mail, postage prepaid, return receipt requested, addressed
as follows:


 


if to the Issuer or a Subsidiary Guarantor:


 


c/o Omega Healthcare Investors, Inc.


200 International Circle, Suite 3500


Hunt Valley, Maryland  21030


Attention:  Robert O. Stephenson


 


	 	Telephone:	(410) 427-1700
	 	Facsimile:	(410) 427-8800


 




    	55



    	 



    

 


with a copy to:


 


Bryan Cave LLP


One Atlantic Center


Fourteenth Floor


1201 W. Peachtree Street, NW


Atlanta, Georgia  30309-3488


Attention:  Eliot Robinson


 


	 	Telephone:	(404) 572-6600
	 	Facsimile:	(404) 572-6999


 


if to the Trustee:


 


Two Midtown Plaza


1349 W. Peachtree Street, NW


Suite 1050, EX-GA-ATPT


Atlanta, Georgia 30309


Attention:  Corporate Trust Department


 


	 	Telephone:	(404) 965-7218
	 	Facsimile:	(404) 365-7946


 


Each of the Issuer and the Trustee by written
notice to each other such Person may designate additional or different addresses for notices to such Person.  Any notice
or communication to the Issuer and the Trustee, shall be deemed to have been given or made as of the date so delivered if personally
delivered; when replied to; when receipt is acknowledged, if telecopied; five (5) calendar days after mailing if sent by registered
or certified mail, postage prepaid (except that a notice of change of address shall not be deemed to have been given until actually
received by the addressee); and next Business Day if by nationally recognized overnight courier service.


 


Any notice or communication mailed to a Holder
shall be mailed to him by first class mail or other equivalent means at his address as it appears on the registration books of
the Registrar and shall be sufficiently given to him if so mailed within the time prescribed.


 


Failure to mail a notice or communication to a
Holder or any defect in it shall not affect its sufficiency with respect to other Holders.  If a notice or communication
is mailed in the manner provided above, it is duly given, whether or not the addressee receives it.


 


SECTION 11.03.       Communications
by Holders with Other Holders.


 


Holders may communicate pursuant to Trust Indenture
Act § 312(b) with other Holders with respect to their rights under this Indenture, the Notes or the Subsidiary Guarantees.  The
Issuer, the Trustee, the Registrar and any other Person shall have the protection of Trust Indenture Act § 312(c).


 




    	56



    	 



    

 


SECTION 11.04.       Certificate
and Opinion as to Conditions Precedent.


 


Upon any request or application by the Issuer
to the Trustee to take any action under this Indenture, the Issuer shall furnish to the Trustee at the request of the Trustee:


 


(1)      an
Officers’ Certificate, in form and substance satisfactory to the Trustee, stating that, in the opinion of the signers, all
conditions precedent to be performed or effected by the Issuer, if any, provided for in this Indenture relating to the proposed
action have been complied with; and


 


(2)      an
Opinion of Counsel stating that, in the opinion of such counsel, all such conditions precedent have been complied with.


 


SECTION 11.05.       Statements
Required in Certificate or Opinion.


 


Each certificate or opinion with respect to compliance
with a condition or covenant provided for in this Indenture, other than the Officers’ Certificate required by Section 4.05,
shall include:


 


(1)      a
statement that the Person making such certificate or opinion has read such covenant or condition;


 


(2)      a
brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained
in such certificate or opinion are based;


 


(3)      a
statement that, in the opinion of such Person, he has made such examination or investigation as is necessary to enable him to express
an informed opinion as to whether or not such covenant or condition has been complied with or satisfied; and


 


(4)      a
statement as to whether or not, in the opinion of each such Person, such condition or covenant has been complied with; provided,
however, that with respect to matters of fact, an Opinion of Counsel may rely on an Officers’ Certificate or certificates
of public officials.


 


SECTION 11.06.       Rules
by Paying Agent or Registrar.


 


The Paying Agent or Registrar may make reasonable
rules and set reasonable requirements for their functions.


 


SECTION 11.07.       Legal
Holidays.


 


If a payment date is not a Business Day, payment
may be made on the next succeeding day that is a Business Day.


 




    	57



    	 



    

 


SECTION 11.08.       Governing
Law.


 


This Indenture, the Notes and the Subsidiary
Guarantees will be governed by and construed in accordance with the laws of the State of New York.


 


SECTION 11.09.       No
Adverse Interpretation of Other Agreements.


 


This Indenture may not be used to interpret another
indenture, loan or debt agreement of any of the Issuer or any of its Subsidiaries.  Any such indenture, loan or debt
agreement may not be used to interpret this Indenture.


 


SECTION 11.10.       No
Recourse Against Others.


 


No director, officer, employee, incorporator,
stockholder, member or manager or controlling person of the Issuer or any Subsidiary Guarantor shall have any liability for any
obligations of the Issuer under the Notes or this Indenture or of any Subsidiary Guarantor under its Subsidiary Guarantee or the
Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation.  Each Holder
of Notes by accepting a Note waives and releases all such liability.  Such waiver and release are part of the consideration
for issuance of the Notes.


 


SECTION 11.11.       Successors.


 


All agreements of the Issuer and the Subsidiary
Guarantors in this Indenture, the Notes and the Note Guarantees shall bind their respective successors.  All agreements
of the Trustee in this Indenture shall bind its successor.


 


SECTION 11.12.       Duplicate
Originals.


 


All parties may sign any number of copies of this
Indenture.  Each signed copy or counterpart shall be an original, but all of them together shall represent the same agreement.


 


SECTION 11.13.       Severability.


 


To the extent permitted by applicable law, in
case any one or more of the provisions in this Indenture, in the Notes or in the Subsidiary Guarantees shall be held invalid, illegal
or unenforceable, in any respect for any reason, the validity, legality and enforceability of any such provision in every other
respect and of the remaining provisions shall not in any way be affected or impaired thereby, it being intended that all of the
provisions hereof shall be enforceable to the full extent permitted by law.


 




    	58



    	 



    

 


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


 


	 	OMEGA HEALTHCARE INVESTORS, INC.,
	 	as Issuer
	 	 
	 	By:	/s/ Robert O. Stephenson
	 	 	Name:	Robert O. Stephenson
	 	 	Title:	Chief Financial Officer and Treasurer


 







    	 



    	 



    

 


	 	11900 EAST ARTESIA BOULEVARD, LLC
	 	1200 ELY STREET HOLDINGS CO. LLC
	 	13922 CERISE AVENUE, LLC
	 	1628 B STREET, LLC
	 	2400 PARKSIDE DRIVE, LLC
	 	2425 TELLER AVENUE, LLC
	 	245 EAST WILSHIRE AVENUE, LLC 
	 	3806 CLAYTON ROAD, LLC
	 	42235 COUNTY ROAD HOLDINGS CO. LLC
	 	48 HIGH POINT ROAD, LLC
	 	523 HAYES LANE, LLC
	 	637 EAST ROMIE LANE, LLC
	 	ARIZONA LESSOR - INFINIA, LLC
	 	BALA CYNWYD REAL ESTATE, LP 
	 	BAYSIDE COLORADO HEALTHCARE ASSOCIATES, LLC
	 	BAYSIDE STREET II, INC.
	 	BAYSIDE STREET, INC.
	 	CANTON HEALTH CARE LAND, INC. 
	 	CARNEGIE GARDENS LLC
	 	CFG 2115 WOODSTOCK PLACE LLC
	 	COLONIAL GARDENS, LLC 
	 	COLORADO LESSOR - CONIFER, 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,
	 	as Subsidiary Guarantors
	 	 	 	 
	 	By:	/s/ Robert O. Stephenson
	 	 	Name:	Robert O. Stephenson
	 	 	Title:	Chief Financial Officer and Treasurer


 







    	S-1



    	 



    

 


	 	CSE CEDAR RAPIDS LLC
	 	CSE CENTENNIAL VILLAGE, LP
	 	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
	 	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.,
	 	as Subsidiary Guarantors
	 	 	 	 
	 	By:	/s/ Robert O. Stephenson
	 	 	Name:	Robert O. Stephenson
	 	 	Title:	Chief Financial Officer and Treasurer


 







    	S-2



    	 



    

 


	 	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, LP
	 	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
	 	CSE SPRING BRANCH LLC
	 	CSE STILLWATER LLC
	 	CSE TAYLORSVILLE LLC
	 	CSE TEXARKANA LLC
	 	CSE TEXAS CITY LLC
	 	CSE THE VILLAGE LLC
	 	CSE UPLAND LLC,
	 	as Subsidiary Guarantors
	 	 	 	 
	 	By:	/s/ Robert O. Stephenson
	 	 	Name:	Robert O. Stephenson
	 	 	Title:	Chief Financial Officer and Treasurer


 







    	S-3



    	 



    

 


	 	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
	 	DELTA INVESTORS I, LLC
	 	DELTA INVESTORS II, LLC
	 	DESERT LANE LLC
	 	DIXIE WHITE HOUSE NURSING HOME, LLC
	 	DIXON HEALTH CARE CENTER, LLC 
	 	ENCANTO SENIOR CARE, LLC
	 	FLORIDA LESSOR – MEADOWVIEW, LLC
	 	FLORIDA REAL ESTATE COMPANY, LLC
	 	GEORGIA LESSOR - BONTERRA/PARKVIEW, LLC
	 	GOLDEN HILL REAL ESTATE COMPANY, LLC
	 	GREENBOUGH, LLC
	 	HOT SPRINGS ATRIUM OWNER, LLC 
	 	HOT SPRINGS COTTAGES OWNER, LLC 
	 	HOT SPRINGS MARINA OWNER, LLC 
	 	HUTTON I LAND, INC. 
	 	HUTTON II LAND, LLC 
	 	HUTTON III LAND, LLC 
	 	INDIANA LESSOR – WELLINGTON MANOR, LLC
	 	LAD I REAL ESTATE COMPANY, LLC
	 	LEATHERMAN 90-1, LLC
	 	LEATHERMAN PARTNERSHIP 89-1, LLC 
	 	LEATHERMAN PARTNERSHIP 89-2, LLC 
	 	MERIDIAN ARMS LAND, LLC 
	 	NORTH LAS VEGAS LLC
	 	NRS VENTURES, L.L.C.
	 	OCEAN SPRINGS NURSING HOME, LLC
	 	OHI (CONNECTICUT), LLC 
	 	OHI (ILLINOIS) HOLDING, LLC,
	 	as Subsidiary Guarantors
	 	 	 	 
	 	By:	/s/ Robert O. Stephenson
	 	 	Name:	Robert O. Stephenson
	 	 	Title:	Chief Financial Officer and Treasurer


 







    	S-4



    	 



    

 


	 	OHI (ILLINOIS), INC.
	 	OHI (INDIANA), LLC 
	 	OHI (IOWA), LLC 
	 	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) MACON, 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
	 	OHI ASSET (IN) CLINTON, LLC
	 	OHI ASSET (IN) CONNERSVILLE, LLC
	 	OHI ASSET (IN) CROWN POINT, LLC
	 	OHI ASSET (IN) EAGLE VALLEY, LLC,
	 	as Subsidiary Guarantors
	 	 	 	 
	 	By:	/s/ Robert O. Stephenson
	 	 	Name:	Robert O. Stephenson
	 	 	Title:	Chief Financial Officer and Treasurer


 







    	S-5



    	 



    

 


	 	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,
	 	as Subsidiary Guarantors
	 	 	 	 
	 	By:	/s/ Robert O. Stephenson
	 	 	Name:	Robert O. Stephenson
	 	 	Title:	Chief Financial Officer and Treasurer


 


 




    	S-6



    	 



    

 


	 	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
	 	OHI ASSET (OR) TROUTDALE, LLC 
	 	OHI ASSET (PA) GP, LLC 
	 	OHI ASSET (PA), LP
	 	OHI ASSET (PA) WEST MIFFLIN, LP 
	 	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) GREENVILLE, LLC 
	 	OHI ASSET (SC) GREER, LLC
	 	OHI ASSET (SC) MARIETTA, LLC
	 	OHI ASSET (SC) MCCORMICK, LLC
	 	OHI ASSET (SC) ORANGEBURG, 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) JEFFERSON CITY, LLC 
	 	OHI ASSET (TN) MEMPHIS, LLC
	 	OHI ASSET (TN) ROGERSVILLE, LLC,
	 	as Subsidiary Guarantors
	 	 	 	 
	 	By:	/s/ Robert O. Stephenson
	 	 	Name:	Robert O. Stephenson
	 	 	Title:	Chief Financial Officer and Treasurer


 







    	S-7



    	 



    

 


	 	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 (WV) DANVILLE, LLC
	 	OHI ASSET (WV) IVYDALE, LLC
	 	OHI ASSET CHG ALF, LLC 
	 	OHI ASSET CSB LLC
	 	OHI ASSET CSE – E, LLC
	 	OHI ASSET CSE – U, LLC
	 	OHI ASSET CSE–E SUBSIDIARY, LLC 
	 	OHI ASSET CSE–U SUBSIDIARY, LLC
	 	OHI ASSET HUD CFG, LLC
	 	OHI ASSET HUD DELTA, LLC
	 	OHI ASSET HUD SF CA, LLC
	 	OHI ASSET HUD SF, LLC
	 	OHI ASSET HUD WO, LLC
	 	OHI ASSET II (CA), LLC
	 	OHI ASSET II (FL), LLC
	 	OHI ASSET II (PA), LP
	 	OHI ASSET III (PA), LP,
	 	as Subsidiary Guarantors
	 	 	 	 
	 	By:	/s/ Robert O. Stephenson
	 	 	Name:	Robert O. Stephenson
	 	 	Title:	Chief Financial Officer and Treasurer


 







    	S-8



    	 



    

 


	 	OHI ASSET IV (PA) SILVER LAKE TRUST
	 	OHI ASSET MANAGEMENT, LLC
	 	OHI ASSET RO PMM SERVICES, LLC
	 	OHI ASSET RO, LLC
	 	OHI ASSET, LLC
	 	OHI HEALTHCARE PROPERTIES HOLDCO, INC.
	 	OHI HEALTHCARE PROPERTIES LIMITED PARTNERSHIP
	 	OHI MEZZ LENDER, LLC
	 	OHI TENNESSEE, INC.
	 	OHIMA, LLC 
	 	OMEGA TRS I, INC.
	 	ORANGE VILLAGE CARE CENTER, LLC
	 	PANAMA CITY NURSING CENTER LLC
	 	PAVILLION NORTH PARTNERS, LLC
	 	PAVILLION NORTH, LLP
	 	PAVILLION NURSING CENTER NORTH, LLC
	 	PENSACOLA REAL ESTATE HOLDINGS I, LLC
	 	PENSACOLA REAL ESTATE HOLDINGS II, LLC
	 	PENSACOLA REAL ESTATE HOLDINGS III, LLC
	 	PENSACOLA REAL ESTATE HOLDINGS IV, LLC
	 	PENSACOLA REAL ESTATE HOLDINGS V, LLC
	 	PV REALTY–WILLOW TREE, LLC
	 	SKYLER BOYINGTON, LLC
	 	SKYLER FLORIDA, LLC
	 	SKYLER MAITLAND LLC
	 	SKYLER PENSACOLA, LLC
	 	ST. MARY’S PROPERTIES, LLC
	 	STERLING ACQUISITION, LLC
	 	SUWANEE, LLC
	 	TEXAS LESSOR – STONEGATE GP, LLC,
	 	as Subsidiary Guarantors
	 	 	 	 
	 	By:	/s/ Robert O. Stephenson
	 	 	Name:	Robert O. Stephenson
	 	 	Title:	Chief Financial Officer and Treasurer


 







    	S-9



    	 



    

 


	 	TEXAS LESSOR – STONEGATE, LIMITED, LLC
	 	TEXAS LESSOR – STONEGATE, LP
	 	THE SUBURBAN PAVILION, INC.
	 	WASHINGTON LESSOR – SILVERDALE, LLC
	 	WILCARE, LLC,
	 	as Subsidiary Guarantors
	 	 	 	 
	 	By:	/s/ Robert O. Stephenson
	 	 	Name:	Robert O. Stephenson
	 	 	Title:	Chief Financial Officer and Treasurer


 


 




    	S-10



    	 



    

 


	 	U.S. BANK NATIONAL ASSOCIATION,
	 	as Trustee
	 	 
	 	By:	/s/ David Ferrell
	 	 	Name:	David Ferrell
	 	 	Title:	Vice President


 


 




    	S-11



    	 



    

 


EXHIBIT A


 


[Insert the Global Note Legend, if applicable pursuant to
the provisions of the Indenture]


 


[Insert the Private Placement Legend, if applicable pursuant
to the provisions of the Indenture]


 


OMEGA HEALTHCARE INVESTORS, INC.


4.500% Senior Notes due 2027


 


	 	CUSIP No.	 
	No.  [        ]	$	 


 


OMEGA HEALTHCARE INVESTORS, INC., a Maryland corporation
(the “Issuer”), for value received promises to pay to Cede & Co., or its registered assigns, the principal
sum of [          ] DOLLARS [or such other amount as is provided in a schedule
attached hereto]a on April 1, 2027.


 


Interest Payment Dates: April 1 and October 1,
commencing October 1, 2015.


 


Record Dates: March 15 and September 15.


 


Reference is made to the further provisions of
this Note contained herein, which will for all purposes have the same effect as if set forth at this place.


 





 









		a	This language should
be included only if the Note is issued in global form.



 













    	A-1



    	 



    

 


IN WITNESS WHEREOF, the Issuer has caused this
Note to be signed manually or by facsimile by its duly authorized officer.


 


Dated:


 


	 	OMEGA HEALTHCARE INVESTORS, INC., as Issuer
	 	 
	 	By:	 
	 	 	Name:	 
	 	 	Title:	 


 




    	A-2



    	 



    

 


[FORM OF] TRUSTEE’S CERTIFICATE OF AUTHENTICATION


 


This is one of the 4.500% Senior Notes due 2027
described in the within-mentioned Indenture.


 


Dated:


 


	 	U.S. Bank National Association,
	 	as Trustee
	 	 
	 	By:	 
	 	 	Authorized Signatory


 




    	A-3



    	 



    

 


(Reverse of Note)


 


4.500% Senior Notes due 2027


 


Capitalized terms used herein shall have the meanings
assigned to them in the Indenture referred to below unless otherwise indicated.


 


SECTION 1.     Interest.  Omega
Healthcare Investors, Inc., a Maryland corporation (the “Issuer”) promises to pay interest on the principal
amount of this Note at 4.500% per annum from March 18, 2015 until maturity.  The Issuer will pay interest semi-annually
on April 1 and October 1 of each year, or if any such day is not a Business Day, on the next succeeding Business Day (each an “Interest
Payment Date”), commencing October 1, 2015.  Interest on the Notes will accrue from the most recent date to
which interest has been paid or, if no interest has been paid, from March 18, 2015.  The Issuer shall pay interest (including
post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal and premium, if any, from time to time
on demand to the extent lawful at the interest rate applicable to the Notes; it shall pay interest (including post-petition interest
in any proceeding under any Bankruptcy Law) on overdue installments of interest (without regard to any applicable grace periods)
from time to time on demand at the same rate to the extent lawful.  Interest will be computed on the basis of a 360-day
year of twelve 30-day months. 


 


SECTION 2.     Method
of Payment.  The Issuer will pay interest on the Notes to the Persons who are registered Holders of Notes at the
close of business on March 15 or September 15 next preceding the Interest Payment Date, even if such Notes are canceled after such
record date and on or before such Interest Payment Date, except as provided in Section 2.12 of the Indenture with respect
to defaulted interest.  The Notes will be issued in denominations of $2,000 and integral multiples of $1,000 in excess
thereof.  The Issuer shall pay principal, premium, if any, and interest on the Notes in such coin or currency of the
United States of America as at the time of payment is legal tender for payment of public and private debts (“U.S. Legal
Tender”).  Principal of, premium, if any, and interest on the Notes will be payable at the office or agency
of the Issuer maintained for such purpose except that, at the option of the Issuer, the payment of interest may be made by check
mailed to the Holders of the Notes at their respective addresses set forth in the register of Holders of Notes.  Until
otherwise designated by the Issuer, the Issuer’s office or agency in New York will be the office of the Trustee maintained
for such purpose.  


 


SECTION 3.     Paying
Agent and Registrar.  Initially, U.S. Bank National Association, the Trustee under the Indenture, will act as Paying
Agent and Registrar.  The Issuer may change any Paying Agent or Registrar without notice to any Holder.  Except
as provided in the Indenture, the Issuer or any of their Subsidiaries may act in any such capacity.


 


SECTION 4.     Indenture.  The
Issuer issued the Notes under an Indenture dated as of March 18, 2015 (“Indenture”) by and among the Issuer,
the Subsidiary Guarantors and the Trustee.  The terms of the Notes include those stated in the Indenture and those made
part of the Indenture by reference to the Trust Indenture Act of 1939, as amended (15 U.S. Code §§ 77aaa-77bbbb)
(the “Trust Indenture Act”).  The Notes are subject to all such terms, and Holders are referred to
the Indenture and the Trust Indenture Act for a statement of such terms. 




    	A-4



    	 



    

 


SECTION 5.     Optional
Redemption.  The Notes will be redeemable at the option of the Issuer, in whole or in part, at any time, and from
time to time, upon not less than 30 days’ nor more than 60 days’ notice.  If the Notes are redeemed prior
to January 1, 2027, the Redemption Price will be equal to the greater of: 


 


(a)      100%
of the principal amount of the Notes to be redeemed, and


 


(b)      the
sum of the present values of the remaining scheduled payments of principal and interest on the Notes to be redeemed (exclusive
of interest accrued to the applicable Redemption Date) discounted to such Redemption Date on a semiannual basis, assuming a 360-day
year consisting of twelve 30-day months, at the Treasury Rate plus 40 basis points,


 


plus, in each case of clauses (a) and (b) above, accrued and unpaid
interest thereon to, but not including, the applicable Redemption Date; provided, however, that if the Redemption
Date falls after the Record Date and on or prior to the corresponding Interest Payment Date, the Issuer will pay the full amount
of accrued and unpaid interest, if any, on such Interest Payment Date to the Holder of Notes at the close of business on the corresponding
Record Date (instead of the holder surrendering its Notes for redemption).


 


If the Notes are redeemed on or after January
1, 2027, the Redemption Price will be equal to 100% of the principal amount of the Notes being redeemed, plus accrued and unpaid
interest thereon to, but not including, such Redemption Date.


 


“Treasury Rate” means (1) the
yield, under the heading which represents the average for the immediately preceding week, appearing in the most recently published
statistical release designated “H.15(519)” or any successor publication which is published weekly by the Board of Governors
of the Federal Reserve System and which establishes yields on actively traded United States Treasury securities adjusted to constant
maturity under the caption “Treasury Constant Maturities,” for the maturity corresponding to the Comparable Treasury
Issue (if no maturity is within three months before or after the remaining life of the Notes, yields for the two published maturities
most closely corresponding to the Comparable Treasury Issue will be determined and the Treasury Rate will be interpolated or extrapolated
from such yields on a straight line basis, rounding to the nearest month), or (2) if such release (or any successor release) is
not published during the week preceding the calculation date or does not contain such yields, the rate per annum equal to the semi-annual
equivalent yield to maturity of the Comparable Treasury Issue, calculated using a price for the Comparable Treasury Issue (expressed
as a percentage of its principal amount) equal to the Comparable Treasury Price for the applicable Redemption Date.  The
Treasury Rate shall be calculated on the third Business Day preceding the applicable Redemption Date.


 


“Comparable Treasury Issue”
means, with respect to any Redemption Date for the Notes, the United States Treasury security selected by the Independent Investment
Banker as having an actual or interpolated maturity comparable to the remaining term of the Notes to be redeemed that would be
utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt
securities of comparable maturity to the remaining term of the Notes to be redeemed.


 




    	A-5



    	 



    

 


“Comparable Treasury Price”
means, with respect to any Redemption Date for the Notes:


 


(i)          the
average of five Reference Treasury Dealer Quotations for such Redemption Date, after excluding the highest and lowest such Reference
Treasury Dealer Quotations, or


 


(ii)         if
the Issuer obtains fewer than five but more than one such Reference Treasury Dealer Quotations for such Redemption Date, the average
of all such quotations, or


 


(iii)        if
the Issuer obtains only one such Reference Treasury Dealer Quotation for such Redemption Date, that Reference Treasury Dealer Quotation.


 


“Independent Investment Banker”
means, with respect to any Redemption Date for the Notes, an independent investment banking institution of national standing appointed
by the Issuer with respect to such Redemption Date.


 


“Reference Treasury Dealer”
means (1) J.P. Morgan Securities LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated and RBC Capital Markets, LLC and (2)
any two other Primary Treasury Dealer selected by the Issuer; provided, however, that if any Reference Treasury Dealers
referred to in clause (1) above ceases to be a primary U.S. Government securities dealer (a “Primary Treasury Dealer”),
the Issuer will substitute therefor another Primary Treasury Dealer.


 


“Reference Treasury Dealer Quotations”
means, with respect to each Reference Treasury Dealer and any Redemption Date for the Notes, the average, as determined by the
Issuer, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal
amount) quoted in writing to the Trustee by such Reference Treasury Dealer at 3:30 p.m., New York City time, on the third Business
Day preceding the applicable redemption date.


 


SECTION 6.     [Reserved].  


 


SECTION 7.     Notice
of Redemption.  Notice of redemption will be mailed by first class mail at least 30 days but not more than 60 days
before the redemption date to each Holder of Notes to be redeemed at its registered address.  Notes in denominations
larger than $2,000 may be redeemed in part.  If any Note is to be redeemed in part only, the notice of redemption that
relates to such Note shall state the portion of the principal amount thereof to be redeemed.  A new Note in principal
amount equal to the unredeemed portion thereof will be issued in the name of the Holder thereof upon cancellation of the original
Note.  On and after the Redemption Date interest ceases to accrue on Notes or portions thereof called for redemption. 


 


SECTION 8.     Mandatory
Redemption.  The Issuer shall not be required to make mandatory redemption payments with respect to the Notes. 


 


SECTION 9.     [Reserved].  


 




    	A-6



    	 



    

 


SECTION 10.   Denominations,
Transfer, Exchange.  The Notes are in registered form without coupons in denominations of $2,000 and integral multiples
of $1,000 in excess thereof.  The transfer of Notes may be registered and Notes may be exchanged as provided in the Indenture.  The
Registrar and the Trustee may require a Holder, among other things, to furnish appropriate endorsements and transfer documents
and the Issuer may require a Holder to pay any taxes and fees required by law or permitted by the Indenture.  The Issuer
and the Registrar are not required to transfer or exchange any Note selected for redemption.  Also, the Issuer and the
Registrar are not required to transfer or exchange any Notes for a period of 15 days before a selection of Notes to be redeemed. 


 


SECTION 11.   Persons
Deemed Owners.  The registered Holder of a Note may be treated as its owner for all purposes. 


 


SECTION 12.   Amendment,
Supplement and Waiver.  Subject to certain exceptions set forth in the Indenture, the Indenture, the Notes and the
Subsidiary Guarantees may be amended or supplemented with the written consent of the Holders of at least a majority in aggregate
principal amount of the Notes then outstanding, and any existing Default or compliance with any provision may be waived with the
consent of the Holders of a majority in aggregate principal amount of the Notes then outstanding.  Without notice to
or consent of any Holder, the parties thereto may also amend or supplement the Indenture, the Notes and the Subsidiary Guarantees
under the limited circumstances provided in the Indenture. 


 


SECTION 13.   Defaults
and Remedies.  If a Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount
of the then outstanding Notes generally may declare all the Notes to be due and payable immediately.  Notwithstanding
the foregoing, in the case of a Default arising from certain events of bankruptcy or insolvency as set forth in the Indenture,
with respect to the Issuer, all outstanding Notes will become due and payable without further action or notice.  Holders
of the Notes may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations,
Holders of a majority in principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or
power.  The Trustee may withhold from Holders of the Notes notice of any continuing Default if it determines that withholding
notice is in their interest.  The Holders of a majority in aggregate principal amount of the Notes then outstanding by
notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default and its consequences under the
Indenture except a continuing Default in the payment of interest on, or the principal of, or the premium on, the Notes. 


 


SECTION 14.   Restrictive
Covenants.  The Indenture contains certain covenants that, among other things, limit the ability of the Issuer and
its Subsidiaries to incur indebtedness or to consolidate, merge or sell all or substantially all of its assets, and require the
Issuer and its Subsidiaries, on a consolidated basis, to maintain a minimum ratio of Total Unencumbered Assets to Unsecured Indebtedness.  The
limitations are subject to a number of important qualifications and exceptions.  The Issuer must annually report to the
Trustee on compliance with such limitations and other provisions in the Indenture. 


 


SECTION 15.   No
Recourse Against Others.  No director, officer, employee, incorporator, stockholder, member or manager or controlling
person of the Issuer or any


 




    	A-7



    	 



    

 


Subsidiary Guarantor shall have any liability
for any obligations of the Issuer under the Notes or the Indenture, or of any Subsidiary Guarantor under its Subsidiary Guarantee
or the Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation.  Each
Holder of Notes by accepting a Note waives and releases all such liability.  The waiver and release are part of the consideration
for issuance of the Notes. 


 


SECTION 16.   Subsidiary
Guarantees.  This Note will be entitled to the benefits of certain Subsidiary Guarantees made for the benefit of
the Holders.  Reference is hereby made to the Indenture for a statement of the respective rights, limitations of rights,
duties and obligations thereunder of the Subsidiary Guarantors, the Trustee and the Holders. 


 


SECTION 17.   Trustee
Dealings with the Issuer.  Subject to certain terms, the Trustee under the Indenture, in its individual or any other
capacity, may become the owner or pledgee of Notes and may otherwise deal with the Issuer, their Subsidiaries or their respective
Affiliates as if it were not the Trustee. 


 


SECTION 18.   Authentication.  This
Note shall not be valid until authenticated by the manual signature of the Trustee or an authenticating agent. 


 


SECTION 19.   Abbreviations.  Customary
abbreviations may be used in the name of a Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by
the entirety), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian), and U/G/M/A
(= Uniform Gifts to Minors Act). 


 


SECTION 20.   Additional
Rights of Holders of Restricted Global Notes and Restricted Definitive Notes.  Pursuant to, but subject to the exceptions
in, the Registration Rights Agreement, the Issuer and the Subsidiary Guarantors will be obligated to consummate an exchange offer
pursuant to which the Holder of this Note shall have the right to exchange this Note for a 4.500% Senior Note due 2027 of the Issuer
which shall have been registered under the Securities Act, in like principal amount and having terms identical in all material
respects to this Note (except that such Note shall not be entitled to Additional Interest and shall not contain terms with respect
to transfer restrictions).  The Holders shall be entitled to receive certain Additional Interest in the event such exchange
offer is not consummated or the Notes are not offered for resale and upon certain other conditions, all pursuant to and in accordance
with the terms of the Registration Rights Agreement.b 


 


SECTION 21.   CUSIP
and ISIN Numbers.  Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification Procedures,
the Issuer has caused CUSIP and ISIN numbers to be printed on the Notes and the Trustee may use CUSIP or ISIN numbers in notices
of redemption as a convenience to Holders.  No representation is made as to the accuracy of such numbers either as printed
on the Notes or as contained in any notice of redemption and reliance may be placed only on the other identification numbers placed
thereon. 


 





 









	b	This Section not to appear on Exchange Notes or Private Exchange Notes or Additional Notes unless required by the terms of such Additional Notes.









    	A-8



    	 



    

 


SECTION 22.   Governing
Law.  This Note shall be governed by, and construed in accordance with, the laws of the State of New York. 


 


The Issuer will furnish to any Holder upon written
request and without charge a copy of the Indenture.


 




    	A-9



    	 



    

 


ASSIGNMENT FORM


 


I or we assign and transfer this Note to


 


 





 



 


 





 



(Print or type name, address and zip code of assignee or transferee)


 


 





 






(Insert Social Security or other identifying number of assignee
or transferee)


 


and irrevocably appoint _______________________________________
agent to transfer this Note on the books of the Issuer.  The agent may substitute another to act for him.


 


	Dated:  _________________	 	Signed:	 
	 	 	 	  (Sign exactly as name appears on
	 	 	 	  the other side of this Note)


 


	Signature Guarantee:	 
	 	Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor program reasonably acceptable to the Trustee)


 


In connection with any transfer of this Note occurring
prior to the date which is the date following the second anniversary of the original issuance of this Note, the undersigned confirms
that it has not utilized any general solicitation or general advertising in connection with the transfer and is making the transfer
pursuant to one of the following:


 


[Check One]


 


	(1) ___	to the Issuer or a subsidiary thereof; or
	 	 
	(2) ___	to a person who the transferor reasonably believes is a “qualified institutional buyer” pursuant to and in compliance with Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”); or
	 	 
	(3) ___	to an institutional “accredited investor” (as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act) that has furnished to the Trustee a signed letter containing certain representations and agreements (the form of which letter can be obtained from the Trustee); or
	 	 
	(4) ___	outside the United States to a non-“U.S. person” as defined in Rule 902 of Regulation S under the Securities Act in compliance with Rule 904 of Regulation S under the Securities Act; or
	 	 
	(5) ___	pursuant to the exemption from registration provided by Rule 144 under the Securities Act; or


 




    	A-10



    	 



    

 


	(6) ___	pursuant to an effective registration statement under the Securities Act.


 


and unless the box below is checked, the undersigned confirms that such Note
is not being transferred to an “affiliate” of the Issuer as defined in Rule 144 under the Securities Act (an
“Affiliate”):


 


	 	 	 	The transferee is an Affiliate of the Issuer.


 


Unless one of the foregoing items (1) through
(6) is checked, the Trustee will refuse to register any of the Notes evidenced by this certificate in the name of any person other
than the registered Holder thereof; provided, however, that if item (3), (4) or (5) is checked, the Issuer or the Trustee
may require, prior to registering any such transfer of the Notes, in their sole discretion, such written legal opinions, certifications
(including an investment letter in the case of box (3) or (4)) and other information as the Trustee or the Issuer has reasonably
requested to confirm that such transfer is being made pursuant to an exemption from, or in a transaction not subject to, the registration
requirements of the Securities Act.


 


If none of the foregoing items (1) through (6)
are checked, the Trustee or Registrar shall not be obligated to register this Note in the name of any person other than the Holder
hereof unless and until the conditions to any such transfer of registration set forth herein and in Section 2.16 of the Indenture
shall have been satisfied.


 


	Dated:  _________________	 	Signed:	 	 
	 	 	 	  (Sign exactly as name appears on	 
	 	 	 	  the other side of this Note)	 
	 	 	 	 	 
	Signature Guarantee:	 	 	 
	 	 	Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor program reasonably acceptable to the Trustee)	 
	 	 	 	 







    	A-11



    	 



    

 


TO BE COMPLETED BY PURCHASER IF (2) ABOVE IS CHECKED


 


The undersigned represents and warrants that it
is purchasing this Note for its own account or an account with respect to which it exercises sole investment discretion and that
it and any such account is a “qualified institutional buyer” within the meaning of Rule 144A under the Securities
Act and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information
regarding the Issuer as the undersigned has requested pursuant to Rule 144A or has determined not to request such information
and that it is aware that the transferor is relying upon the undersigned’s foregoing representations in order to claim the
exemption from registration provided by Rule 144A.


 


	Dated:  _________________	 	 	 
	 	 	NOTICE:	To be executed by an executive officer	 


 




    	A-12



    	 



    

 


SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL
NOTEc


 


The following exchanges of a part of this Global
Note for an interest in another Global Note or for a Physical Note, or exchanges of a part of another Global Note or Physical Note
for an interest in this Global Note, have been made:


 


	Date of Exchange	 	Amount of decrease in
 Principal Amount of
 this Global Note	 	Amount of increase in
 Principal Amount of
 this Global Note	 	Principal Amount of
 this Global Note
 following such 

decrease (or increase)	 	Signature of
 authorized officer of
 Trustee or Note
 Custodian
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 



 





 









	c	This schedule should be included only if the Note is issued in global form.







 




    	A-13



    	 



    

 


EXHIBIT B


 


FORM OF LEGENDS


 


Each Global Note and Physical Note that constitutes
a Restricted Security shall bear the following legend (the “Private Placement Legend”) on the face thereof until
after the second anniversary of the Closing Date, unless otherwise agreed by the Issuer and the Holder thereof or if such legend
is no longer required by Section 2.16(f) of the Indenture:


 


THE SECURITY (OR ITS PREDECESSOR)
EVIDENCED HEREBY WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER SECTION 5 OF THE UNITED STATES SECURITIES
ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND THE SECURITY EVIDENCED HEREBY MAY NOT BE OFFERED, SOLD OR OTHERWISE
TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. EACH PURCHASER OF THE SECURITY EVIDENCED
HEREBY IS HEREBY NOTIFIED THAT THE SELLER MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT
PROVIDED BY RULE 144A THEREUNDER. THE HOLDER OF THE SECURITY EVIDENCED HEREBY AGREES FOR THE BENEFIT OF THE COMPANY THAT (A) SUCH
SECURITY MAY BE RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (i) (a) TO A PERSON WHO IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED
IN RULE 144A UNDER THE SECURITIES ACT) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (b) IN A TRANSACTION MEETING THE
REQUIREMENTS OF RULE 144 UNDER THE SECURITIES ACT, (c) OUTSIDE THE UNITED STATES TO A NON-U.S. PERSON IN A TRANSACTION MEETING
THE REQUIREMENTS OF RULE 904 UNDER THE SECURITIES ACT, OR (d) IN ACCORDANCE WITH ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS
OF THE SECURITIES ACT (AND BASED UPON AN OPINION OF COUNSEL IF THE COMPANY SO REQUESTS), (ii) TO THE COMPANY, OR (iii) PURSUANT
TO AN EFFECTIVE REGISTRATION STATEMENT AND, IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE
UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION, AND (B) THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY
ANY PURCHASER FROM IT OF THE SECURITY EVIDENCED HEREBY OF THE RESALE RESTRICTIONS SET FORTH IN CLAUSE (A) ABOVE.  NO
REPRESENTATION CAN BE MADE AS TO THE AVAILABILITY OF THE EXEMPTION PROVIDED BY RULE 144 FOR RESALE OF THE SECURITY EVIDENCED HEREBY.


 


Each Global Note authenticated and delivered hereunder
shall also bear the following legend:


 


THIS NOTE IS A GLOBAL NOTE WITHIN
THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITORY OR A NOMINEE OF A DEPOSITORY
OR A


 




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SUCCESSOR DEPOSITORY.  THIS
NOTE IS NOT EXCHANGEABLE FOR NOTES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITORY OR ITS NOMINEE EXCEPT IN THE LIMITED
CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS NOTE (OTHER THAN A TRANSFER OF THIS NOTE AS A WHOLE BY THE DEPOSITORY
TO A NOMINEE OF THE DEPOSITORY OR BY A NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY OR ANOTHER NOMINEE OF THE DEPOSITORY) MAY BE
REGISTERED EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.


 


UNLESS THIS CERTIFICATE IS PRESENTED
BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE ISSUER OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO.
OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH
OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.


 


TRANSFERS OF THIS GLOBAL NOTE SHALL
BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF CEDE & CO. OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S
NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET
FORTH IN SECTION 2.16 OF THE INDENTURE.


 




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EXHIBIT C


 


Form of Certificate
To Be


Delivered in Connection with


Transfers to Non-QIB Institutional Accredited
Investors


 


[                  ],
[     ]


 


U.S. Bank National Association


Two Midtown Plaza


1349 W. Peachtree Street, NW


Suite 1050, EX-GA-ATPT


Atlanta, Georgia 30309


T:  (404) 965-7218


F:  (404) 365-7946


Attention:  Corporate Trust Department


 


Ladies and Gentlemen:


 


In connection with our proposed purchase of 4.500%
Senior Notes due 2027 (the “Notes”) of OMEGA HEALTHCARE INVESTORS, INC., a Maryland corporation (the “Issuer”),
we confirm that:


 


1.          We
understand that any subsequent transfer of the Notes is subject to certain restrictions and conditions set forth in the Indenture
relating to the Notes (the “Indenture”) and the undersigned agrees to be bound by, and not to resell, pledge
or otherwise transfer the Notes except in compliance with, such restrictions and conditions and the Securities Act of 1933, as
amended (the “Securities Act”), and all applicable state securities laws.


 


2.          We
understand that the offer and sale of the Notes have not been registered under the Securities Act, and that the Notes may not be
offered, sold, pledged or otherwise transferred except as permitted in the following sentence.  We agree, on our own
behalf and on behalf of any accounts for which we are acting as hereinafter stated, that if we should sell, offer, pledge or otherwise
transfer any Notes, we will do so only (A) to the Issuer or any of the Issuer’s Subsidiaries, (B) inside the United
States to a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act) in a transaction
complying with Rule 144A under the Securities Act, (C) inside the United States to an institutional “accredited
investor” (as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act) that, prior to such transfer,
furnishes (or has furnished on its behalf by a U.S. broker-dealer) to the Trustee a signed letter containing certain representations
and agreements relating to the restrictions on transfer of the Notes (the form of which letter can be obtained from such Trustee),
(D) outside the United States in compliance with Rule 904 under the Securities Act, (E) pursuant to the exemption
from


 




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registration provided by Rule 144
under the Securities Act (if available), (F) in accordance with another exemption from the registration requirements of the
Securities Act (and based upon an opinion of counsel if we so request) or (G) pursuant to an effective registration statement
under the Securities Act, and we further agree to provide to any person purchasing any of the Notes from us a notice advising such
purchaser that resales of the Notes are restricted as stated herein.


 


3.          We
are not acquiring the Notes for or on behalf of, and will not transfer the Notes to, any employee benefit plan subject to Title
I of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), any plan, individual retirement
accounts or other arrangements subject to Section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”),
or provisions under any federal, state, local, or non-U.S. or other laws or regulations that are similar to such provisions of
ERISA or the Code or any entity whose underlying assets are considered to include “plan assets” of such plans, accounts
or arrangements, except as permitted in the Section entitled “Notice to investors” of the Offering Memorandum
of the Issuer relating to the Notes dated March 11, 2015.


 


4.          We
understand that, on any proposed resale of any Notes, we will be required to furnish to the Trustee and the Issuer such certification,
legal opinions and other information as the Trustee and the Issuer may reasonably require to confirm that the proposed sale complies
with the foregoing restrictions.  We further understand that the Notes purchased by us will bear a legend to the foregoing
effect.


 


5.          We
are an institutional “accredited investor” (as defined in Rule 501(a)(1), (2), (3) or (7) of Regulation D under
the Securities Act) and have such knowledge and experience in financial and business matters as to be capable of evaluating the
merits and risks of our investment in the Notes, and we and any accounts for which we are acting are each able to bear the economic
risk of our or their investment, as the case may be.


 


6.          We
are acquiring the Notes purchased by us for our account or for one or more accounts (each of which is an institutional “accredited
investor”) as to each of which we exercise sole investment discretion.


 




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You, as Trustee, the Issuer, counsel for the Issuer
and others are entitled to rely upon this letter and are irrevocably authorized to produce this letter or a copy hereof to any
interested party in any administrative or legal proceeding or official inquiry with respect to the matters covered hereby.


 


	 	Very truly yours,
	 	[Name of Transferee]
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 




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EXHIBIT D


 


Form of Certificate To Be Delivered


in Connection with Transfers


     Pursuant
to Regulation S     


 


[                ],
[     ]


 


U.S. Bank National Association


Two Midtown Plaza


1349 W. Peachtree Street, NW


Suite 1050, EX-GA-ATPT


Atlanta, Georgia 30309


T:  (404) 965-7218


F:  (404) 365-7946


Attention:  Corporate Trust Department


 


	Re:	Omega Healthcare Investors, Inc. (the “Issuer”)	 
	 	4.500% Senior Notes due 2027 (the “Notes”)	 


 


Ladies and Gentlemen:


 


In connection with our proposed sale of $700,000,000
aggregate principal amount of the Notes, we confirm that such sale has been effected pursuant to and in accordance with Regulation
S under the U.S. Securities Act of 1933, as amended (the “Securities Act”), and, accordingly, we represent that:


 


(1)         the
offer of the Notes was not made to a person in the United States;


 


(2)         either
(a) at the time the buy offer was originated, the transferee was outside the United States or we and any person acting on our behalf
reasonably believed that the transferee was outside the United States, or (b) the transaction was executed in, on or through the
facilities of a designated offshore securities market and neither we nor any person acting on our behalf knows that the transaction
has been prearranged with a buyer in the United States;


 


(3)         no
directed selling efforts have been made in the United States in contravention of the requirements of Rule 903(b) or Rule 904(b)
of Regulation S, as applicable;


 


(4)         the
transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act; and


 


(5)         we
have advised the transferee of the transfer restrictions applicable to the Notes.


 




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You, as Trustee, the Issuer, counsel for the Issuer
and others are entitled to rely upon this letter and are irrevocably authorized to produce this letter or a copy hereof to any
interested party in any administrative or legal proceedings or official inquiry with respect to the matters covered hereby.  Terms
used in this certificate have the meanings set forth in Regulation S.


 


	 	Very truly yours,
	 	[Name of Transferor]
	 	 
	 	By:	 
	 	 	Authorized Signatory


 




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EXHIBIT E


 


SUBSIDIARY GUARANTEE


 


For value received, each of the undersigned (including
any successor Person under the Indenture) hereby unconditionally guarantees, jointly and severally, to the extent set forth in
the Indenture (as defined below) to the Holder of this Note the payment of principal, premium, if any, and interest on this Note
in the amounts and at the times when due and interest on the overdue principal, premium, if any, and interest, if any, of this
Note when due, if lawful, and, to the extent permitted by law, the payment or performance of all other obligations of the Issuer
under the Indenture or the Notes, to the Holder of this Note and the Trustee, all in accordance with and subject to the terms and
limitations of this Note, the Indenture, including Article Ten thereof, and this Subsidiary Guarantee.  This Subsidiary
Guarantee will become effective in accordance with Article Ten of the Indenture and its terms shall be evidenced therein.  The
validity and enforceability of any Subsidiary Guarantee shall not be affected by the fact that it is not affixed to any particular
Note.


 


Capitalized terms used but not defined herein
shall have the meanings ascribed to them in the Indenture dated as of March 18, 2015, 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 (the “Indenture”).


 


The obligations of the undersigned to the Holders
of Notes and to the Trustee pursuant to this Subsidiary Guarantee and the Indenture are expressly set forth in Article Ten of the
Indenture and reference is hereby made to the Indenture for the precise terms of the Subsidiary Guarantee and all of the other
provisions of the Indenture to which this Subsidiary Guarantee relates.


 


No director, officer, employee, incorporator,
stockholder, member or manager or controlling person of any Subsidiary Guarantor, as such, shall have any liability for any obligations
of such Subsidiary Guarantor under such Subsidiary Guarantor’s Subsidiary Guarantee or the Indenture or for any claim based
on, in respect of, or by reason of, such obligation or its creation.


 


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


 


This Subsidiary Guarantee is subject to release
upon the terms set forth in the Indenture.


 




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IN WITNESS WHEREOF, each Subsidiary Guarantor
has caused its Subsidiary Guarantee to be duly executed.


 


Date:


 


	 	[                                   ]
	 	 
	 	By:	 
	 	 	Name:	 
	 	 	Title:	 


 




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