First Supplemental Indenture



 Exhibit 4.1.1 
 FIRST SUPPLEMENTAL INDENTURE (this “First Supplemental Indenture”), dated as of November 4, 2010, among Sabra Health Care Limited Partnership, a Delaware limited partnership, and
Sabra Capital Corporation, a Delaware corporation (each, an “Issuer”, and together, the “Issuers”), Sabra Health Care REIT, Inc., a Maryland corporation (the “Parent”), Orchard Ridge Nursing Center
LLC, a Massachusetts limited liability company, New Hampshire Holdings LLC, a Delaware limited liability company, Oakhurst Manor Nursing Center LLC, a Massachusetts limited liability company, Sunset Point Nursing Center LLC, a Massachusetts limited
liability company, Connecticut Holdings I LLC, a Delaware limited liability company, West Bay Nursing Center LLC, a Massachusetts limited liability company, HHC 1998-I Trust, a Massachusetts trust, Northwest Holdings I LLC, a Delaware limited
liability company, 395 Harding Street, LLC, a Delaware limited liability company, 1104 Wesley Avenue, LLC, a Delaware limited liability company, Kentucky Holdings I, LLC, a Delaware limited liability company, Sabra Lake Drive, LLC (fka Peak Medical
Oklahoma Holdings-Lake Drive, Inc.), a Delaware limited liability company, Bay Tree Nursing Center LLC, a Massachusetts limited liability company, Sabra Health Care Holdings III, LLC, a Delaware limited liability company, Sabra Health Care Holdings
IV, LLC, a Delaware limited liability company, Sabra Idaho, LLC, a Delaware limited liability company, Sabra California II, LLC, a Delaware limited liability company, Sabra New Mexico, LLC, a Delaware limited liability company, Sabra Connecticut II,
LLC, a Delaware limited liability company, Sabra Ohio, LLC, a Delaware limited liability company, Sabra Kentucky, LLC, a Delaware limited liability company, Sabra NC, LLC, a Delaware limited liability company, (each, a “Guaranteeing
Subsidiary” and, together the “Guaranteeing Subsidiaries”), the other Guarantors (as defined in the Indenture referred to herein) and Wells Fargo Bank, National Association, a national banking association organized and
existing under the laws of the United States of America, as Trustee (the “Trustee”). 
 WITNESSETH 

WHEREAS, the Issuers, the Parent and the Guarantors have heretofore executed and delivered to the Trustee an indenture (the
“Indenture”), dated as of October 27, 2010 providing for the issuance of 8.125% Senior Notes due 2018 (the “Notes”); 
 WHEREAS, Section 4.18 of the Indenture provides that under certain circumstances each Guaranteeing Subsidiary shall execute and deliver to the Trustee a supplemental indenture pursuant to which each
Guaranteeing Subsidiary shall unconditionally guarantee all of the obligations of the Issuers and the Parent under the Notes and the Indenture on the terms and conditions set forth herein (the “Note Guaranty”); 

WHEREAS, pursuant to Section 10.03 of the Indenture, each Guaranteeing Subsidiary is required to endorse a notation of its Note
Guaranty substantially in the form included in Exhibit D to the Indenture; 
 WHEREAS, pursuant to Section 9.01 of the
Indenture, the Trustee is authorized to execute and deliver this First Supplemental Indenture; and 







 WHEREAS, all the conditions and requirements necessary to make this First Supplemental
Indenture a valid, binding and legal instrument in accordance with its terms have been performed and fulfilled by the parties hereto and the execution and delivery thereof have been in all respects duly authorized by the parties hereto. 

NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby
acknowledged, each Guaranteeing Subsidiary and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes as follows: 
 1. CAPITALIZED TERMS. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture. 
 2. EFFECTIVENESS. Notwithstanding anything to the contrary contained herein, this First Supplemental Indenture shall become effective upon the declaration of the distribution to holders of Sun’s
common stock to effect the Separation. 
 3. AGREEMENT TO GUARANTY. Each Guaranteeing Subsidiary hereby agrees, jointly and
severally with all Guarantors, to provide an unconditional Guaranty, on and subject to the terms, conditions and limitations set forth in the Guaranty and in the Indenture, including, but not limited, to Article Ten thereof and to perform all of the
obligations and agreements of a Guarantor under the Indenture as if named as a Guarantor there under. 
 4. NOTATION OF
GUARANTY. Each Guaranteeing Subsidiary hereby agrees that a notation of such Note Guaranty substantially in the form included in Exhibit D to the Indenture shall be endorsed by an Officer of such Guaranteeing Subsidiary in accordance with the
requirements of Section 10.03 of the Indenture, which Note Guaranty shall become effective upon the declaration of the distribution to holders of Sun’s common stock to effect the Separation. 

5. NEW YORK LAW TO GOVERN. THIS FIRST SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE
OF NEW YORK, WITHOUT GIVING EFFECT TO CONFLICTS OF LAW PRINCIPLES TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY. 
 6. COUNTERPARTS. The parties may sign any number of copies of this First Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. 

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

8. THE TRUSTEE. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this
First Supplemental Indenture or for or in respect of the recitals contained herein, all of 







 
which recitals are made solely by each Guaranteeing Subsidiary, the Issuers and the Parent. 







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

					
	 SABRA HEALTH CARE LIMITED PARTNERSHIP,
 as Issuer,

			
		 	by	 	 /s/ Richard K. Matros

		 		 	Name: Richard K. Matros
		 		 	Title:   President
	
	 SABRA CAPITAL CORPORATION,
 as Issuer,

			
		 	by	 	 /s/ Richard K. Matros

		 		 	Name: Richard K. Matros
		 		 	Title:   Chief Executive Officer and President
	
	 SABRA HEALTH CARE REIT, INC.,
 as Parent and a Guarantor,

			
		 	by	 	 /s/ Richard K. Matros

		 		 	Name: Richard K. Matros
		 		 	Title:   Chief Executive Officer


 [Signature Page to Supplemental Indenture] 







  

					
	 SUN HEALTHCARE GROUP, INC.,
 as Guarantor

			
		 	by	 	 /s/ Richard K. Matros

		 		 	Name: Richard K. Matros
		 		 	Title:   Chairman of the Board and Chief
		 		 	   Executive Officer

	
	 SABRA HEALTH CARE LLC,
 as Subsidiary Guarantor

			
		 	by	 	 /s/ Richard K. Matros

		 		 	Name: Richard K. Matros
		 		 	Title:   President
	
	 SABRA HEALTH CARE HOLDINGS I, LLC,
 as Subsidiary Guarantor

			
		 	by	 	 /s/ Richard K. Matros

		 		 	Name: Richard K. Matros
		 		 	Title: President
	
	 SABRA HEALTH CARE HOLDINGS II, LLC,
 as Subsidiary Guarantor

			
		 	by	 	 /s/ Richard K. Matros

		 		 	Name: Richard K. Matros
		 		 	Title:   President



[Signature Page to Supplemental Indenture] 







  

			
	 ORCHARD RIDGE NURSING CENTER LLC,
 as a Guaranteeing Subsidiary

		
	By:	 	 /s/ Mike Berg

		 	Name: Mike Berg
		 	Title: Secretary
	
	 NEW HAMPSHIRE HOLDINGS LLC,
 as a Guaranteeing Subsidiary

		
	By:	 	 /s/ Mike Berg

		 	Name: Mike Berg
		 	Title: Secretary
	
	 OAKHURST MANOR NURSING CENTER LLC,
 as a Guaranteeing Subsidiary

		
	By:	 	 /s/ Mike Berg

		 	Name: Mike Berg
		 	Title: Secretary
	
	 SUNSET POINT NURSING CENTER LLC,
 as a Guaranteeing Subsidiary

		
	By:	 	 /s/ Mike Berg

		 	Name: Mike Berg
		 	Title: Secretary
	
	 CONNECTICUT HOLDINGS I LLC,
 as a Guaranteeing Subsidiary

		
	By:	 	 /s/ Mike Berg

		 	Name: Mike Berg
		 	Title: Secretary
	
	 WEST BAY NURSING CENTER LLC,
 as a Guaranteeing Subsidiary

		
	By:	 	 /s/ Mike Berg

		 	Name: Mike Berg
		 	Title: Secretary


 [Signature Page to
Supplemental Indenture] 







  

			
	HHC 1998-I TRUST,
	as a Guaranteeing Subsidiary
		
	By:	 	 /s/ Mike Berg

		 	Name: Mike Berg
		 	Title: Secretary
	
	 NORTHWEST HOLDINGS I LLC,
 as a Guaranteeing Subsidiary

		
	By:	 	 /s/ Mike Berg

		 	Name: Mike Berg
		 	Title: Secretary
	
	 395 HARDING STREET, LLC,
 as a Guaranteeing Subsidiary

		
	By:	 	 /s/ Mike Berg

		 	Name: Mike Berg
		 	Title: Secretary
	
	 1104 WESLEY AVENUE, LLC,
 as a Guaranteeing Subsidiary

		
	By:	 	 /s/ Mike Berg

		 	Name: Mike Berg
		 	Title: Secretary
	
	 KENTUCKY HOLDINGS I, LLC,
 as a Guaranteeing Subsidiary

		
	By:	 	 /s/ Mike Berg

		 	Name: Mike Berg
		 	Title: Secretary
	
	 SABRA LAKE DRIVE, LLC (FKA PEAK MEDICAL OKLAHOMA HOLDINGS-LAKE DRIVE, INC.),

as a Guaranteeing Subsidiary

		
	By:	 	 /s/ Mike Berg

		 	Name: Mike Berg
		 	Title: Secretary


 [Signature Page to
Supplemental Indenture) 







  

			
	BAY TREE NURSING CENTER LLC,
	as a Guaranteeing Subsidiary
		
	By:	 	 /s/ Mike Berg

		 	Name: Mike Berg
		 	Title: Secretary
	
	 SABRA HEALTH CARE HOLDINGS III, LLC,
 as a Guaranteeing Subsidiary

		
	By:	 	  

		 	Name: Harold W. Andrews, Jr.
		 	Title: Secretary
	
	 SABRA HEALTH CARE HOLDINGS IV, LLC,
 as a Guaranteeing Subsidiary

		
	By:	 	  

		 	Name: Harold W. Andrews, Jr.
		 	Title: Secretary
	
	 SABRA IDAHO, LLC,

as a Guaranteeing Subsidiary

		
	By:	 	 /s/ Mike Berg

		 	Name: Mike Berg
		 	Title: Secretary
	
	 SABRA CALIFORNIA II, LLC,
 as a Guaranteeing Subsidiary

		
	By:	 	 /s/ Mike Berg

		 	Name: Mike Berg
		 	Title: Secretary
	
	 SABRA NEW MEXICO, LLC,
 as a Guaranteeing Subsidiary

		
	By:	 	 /s/ Mike Berg

		 	Name: Mike Berg
		 	Title: Secretary


 [Signature Page to
Supplemental Indenture] 







  

			
	SABRA CONNECTICUT II, LLC,
	as a Guaranteeing Subsidiary
		
	By:	 	 /s/ Mike Berg

		 	Name: Mike Berg
		 	Title: Secretary
	
	 SABRA OHIO, LLC,

as a Guaranteeing Subsidiary

		
	By:	 	 /s/ Mike Berg

		 	Name: Mike Berg
		 	Title: Secretary
	
	 SABRA KENTUCKY, LLC,

as a Guaranteeing Subsidiary

		
	By:	 	 /s/ Mike Berg

		 	Name: Mike Berg
		 	Title: Secretary
	
	 SABRA NC, LLC,
 as
a Guaranteeing Subsidiary

		
	By:	 	 /s/ Mike Berg

		 	Name: Mike Berg
		 	Title: Secretary


 [Signature Page to
Supplemental Indenture] 







  

					
	WELLS FARGO BANK, NATIONAL ASSOCIATION,
	as Trustee,
		
	by	 	 /s/ Maddy Hall

		 	Name:	 	Maddy Hall
		 	Title:	 	Vice President


 [Signature Page to
Supplemental Indenture]