ex4_2a.htm


 




 










FIRST SUPPLEMENTAL INDENTURE


(Senior Notes due 2020)







THIS FIRST SUPPLEMENTAL INDENTURE (this “First Supplemental Indenture”) is dated as of June 23, 2010, among OMEGA HEALTHCARE INVESTORS, INC., a Maryland corporation (the “Issuer”), each of the SUBSIDIARY GUARANTORS listed on Schedule I hereto (collectively, the “Subsidiary Guarantors”), each of the NEW SUBSIDIARIES listed on Schedule II hereto (collectively, the “New Subsidiaries”), and U.S. BANK NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States of America, as trustee (the “Trustee”).







W I T N E S S E T H :







WHEREAS, the Issuer and the Subsidiary Guarantors have heretofore executed and delivered to the Trustee an Indenture, dated as of February 9, 2010 (the “Indenture”), providing for the issuance of the Issuer’s 7-1/2% Senior Notes due 2020 (the “Notes”);







WHEREAS, Section 9.01 of the Indenture authorizes the Issuer, the Subsidiary Guarantors and the Trustee, together, to amend or supplement the Indenture, without notice to or consent of any Holder of the Notes, for the purpose of making any change that would not materially adversely affect the rights of any Holder of the Notes;







WHEREAS, the Issuer has recently created or acquired, as appropriate, the New Subsidiaries, which are required to become Subsidiary Guarantors pursuant to Section 4.14 of the Indenture;







WHEREAS, in Section 1.01 of the Indenture, the term “Subsidiary Guarantors” is defined to include all Persons that become a Subsidiary Guarantor by the terms of the Indenture after the Closing Date; and







WHEREAS, Section 10.01 of the Indenture provides that each Subsidiary Guarantor shall be a guarantor of the Issuer’s obligations under the Notes, subject to the terms and conditions described in the Indenture.







NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Issuer, the Subsidiary Guarantors, the New Subsidiaries and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes as follows:








	
1.  

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













	
2.  

	
AMENDMENT TO GUARANTEE.  Each of the New Subsidiaries hereby agrees, jointly and severally with all other Subsidiary Guarantors, to guarantee the Issuer’s obligations under the Notes on the terms and subject to the conditions set forth in the Indenture, and to be bound by, and to receive the benefit of, all other applicable provisions of the Indenture as a Subsidiary Guarantor.  Such guarantees shall be evidenced by the New Subsidiaries’ execution of Subsidiary Guarantees, the form of which is attached as Exhibit E to the Indenture, and shall be effective as of the date hereof.













	
3.  

	
NO RECOURSE AGAINST OTHERS.  No past, present or future director, officer, employee, partner, affiliate, beneficiary or stockholder of the New Subsidiaries, as such, shall have any liability for any obligations of the Issuer or any Subsidiary Guarantor under the Notes, any Guarantees, the Indenture or this First Supplemental Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation.  Each Holder of the Notes, by accepting and holding a Note, waives and releases all such liability.  Such waiver and release are part of the consideration for the issuance of the Notes.













	
4.  

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













	
5.  

	
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 shall represent the same agreement.













	
6.  

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













	
7.  

	
THE TRUSTEE.  The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this First Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Issuer, the Subsidiary Guarantors and the New Subsidiaries.












[Remainder of Page Intentionally Left Blank]











 


  





  











  








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












OMEGA HEALTHCARE INVESTORS, INC.












By: ./s/Daniel J. Booth                                                                


Name:  Daniel J. Booth                                                      


Title: Chief Operating Officer                                                                












On behalf of each Subsidiary Guarantor, its sole member, general partner or trustee, named on the attached Schedule I







By: ./s/Daniel J. Booth                                                                


Name:  Daniel J. Booth                                                      


Title: Chief Operating Officer                                                                












On behalf of each New Subsidiary, its sole member, sole manager, general partner or trustee, named on the attached Schedule II







By: ./s/Daniel J. Booth                                                                


Name:  Daniel J. Booth                                                      


Title: Chief Operating Officer                                                                












U.S. BANK NATIONAL ASSOCIATION,


as Trustee












By: /s/ Paul L. Henderson                                                                


Name: Paul l. Henderson                                                                


Title:   Assistant Vice President                                                      











 


  





  











  








Schedule I












SUBSIDIARY GUARANTORS







Arizona Lessor - Infinia, Inc.


Baldwin Health Center, Inc.


Bayside Alabama Healthcare Second, Inc.


Bayside Arizona Healthcare Associates, Inc.


Bayside Arizona Healthcare Second, Inc.


Bayside Colorado Healthcare Associates, Inc.


Bayside Colorado Healthcare Second, Inc.


Bayside Indiana Healthcare Associates, Inc.


Bayside Street II, Inc.


Bayside Street, Inc.


Canton Health Care Land, Inc.


Carnegie Gardens LLC


Center Healthcare Associates, Inc.


Cherry Street - Skilled Nursing, Inc.


Colonial Gardens, LLC


Colorado Lessor - Conifer, Inc.


Copley Health Center, Inc.


CSE Anchorage LLC


CSE Blountville LLC


CSE Bolivar LLC


CSE Camden LLC


CSE Centennial Village


CSE Corpus North LLC


CSE Crane LLC


CSE Denver Iliff LLC


CSE Fairhaven LLC


CSE Huntingdon LLC


CSE Jacinto City LLC


CSE Jefferson City LLC


CSE Kerrville LLC


CSE Marianna Holdings LLC


CSE Memphis LLC


CSE Pennsylvania Holdings


CSE Ripley LLC


CSE Ripon LLC


CSE Spring Branch LLC


CSE Texarkana LLC


CSE The Village LLC


CSE West Point LLC


CSE Whitehouse LLC


CSE Williamsport LLC


Dallas - Skilled Nursing, Inc.


Delta Investors I, LLC


Delta Investors II, LLC


Desert Lane, LLC


Dixon Health Care Center, Inc.


Florida Lessor - Crystal Springs, Inc.


Florida Lessor - Emerald, Inc.


Florida Lessor - Lakeland, Inc.


Florida Lessor - Meadowview, Inc.


Florida Real Estate Company, LLC


Georgia Lessor - Bonterra/Parkview, Inc.


Greenbough, LLC


Hanover House, Inc.


Heritage Texarkana Healthcare Associates, Inc.


House of Hanover, Ltd.


Hutton I Land, Inc.


Hutton II Land, Inc.


Hutton III Land, Inc.


Indiana Lessor - Jeffersonville, Inc.


Indiana Lessor - Wellington Manor, Inc.


Jefferson Clark, Inc.


LAD I Real Estate Company, LLC


Lake Park - Skilled Nursing, Inc.


Leatherman 90-1, Inc.


Leatherman Partnership 89-1, Inc.


Leatherman Partnership 89-2, Inc.


Long Term Care - Michigan, Inc.


Long Term Care - North Carolina, Inc.


Long Term Care Associates - Illinois, Inc.


Long Term Care Associates - Indiana, Inc.


Long Term Care Associates - Texas, Inc.


Meridian Arms Land, Inc.


North Las Vegas LLC


NRS Ventures, L.L.C.


OHI (Connecticut), Inc.


OHI (Florida), Inc.


OHI (Illinois), Inc.


OHI (Indiana), Inc.


OHI (Iowa), Inc.


OHI (Kansas), Inc.


OHI Asset (CA), LLC


OHI Asset (CT) Lender, LLC


OHI Asset (FL), LLC


OHI Asset (ID), LLC


OHI Asset (IN), LLC


OHI Asset (LA), LLC


OHI Asset (MI/NC), LLC


OHI Asset (MO), LLC


OHI Asset (OH) Lender, LLC


OHI Asset (OH) New Philadelphia, LLC


OHI Asset (OH), LLC


OHI Asset (PA) Trust


OHI Asset (PA), LLC


OHI Asset (SMS) Lender, Inc.


OHI Asset (TX), LLC


OHI Asset CSE-E, LLC


OHI Asset CSE-U, LLC


OHI Asset Essex (OH), LLC


OHI Asset II (CA), LLC


OHI Asset II (PA) Trust


OHI Asset III (PA) Trust


OHI Asset, LLC


OHI of Kentucky, Inc.


OHI of Texas, Inc.


OHI Sunshine, Inc.


OHIMA, Inc.


Omega (Kansas), Inc.


Omega TRS I, Inc.


Orange Village Care Center, Inc.


OS Leasing Company


Panama City Nursing Center LLC


Parkview - Skilled Nursing, Inc.


Pavillion North Partners, Inc.


Pavillion North, LLP


Pavillion Nursing Center North, Inc.


Pine Texarkana Healthcare Associates, Inc.


Reunion Texarkana Healthcare Associates, Inc.


San Augustine Healthcare Associates, Inc.


Skilled Nursing - Gaston, Inc.


Skilled Nursing - Herrin, Inc.


Skilled Nursing - Hicksville, Inc.


Skilled Nursing - Paris, Inc.


Skyler Maitland LLC


South Athens Healthcare Associates, Inc.


St. Mary’s Properties, Inc.


Sterling Acquisition Corp.


Sterling Acquisition Corp. II


Suwanee, LLC


Texas Lessor - Stonegate GP, Inc.


Texas Lessor - Stonegate Limited, Inc.


Texas Lessor - Stonegate, L.P.


Texas Lessor - Treemont, Inc.


The Suburban Pavilion, Inc.


Washington Lessor - Silverdale, Inc.


Waxahachie Healthcare Associates, Inc.


West Athens Healthcare Associates, Inc.


Wilcare, LLC


OHI Asset (CO), LLC


OHI Asset (IL), LLC


OHI Asset IV (PA) Silver Lake Trust


OHI Asset II (FL), LLC






 


  





  











  








Schedule II












NEW SUBSIDIARIES







CSE Albany LLC


CSE Amarillo LLC


CSE Arden L.P.


CSE Augusta LLC


CSE Bedford LLC


CSE Cambridge LLC


CSE Cambridge Realty LLC


CSE Canton LLC


CSE Cedar Rapids LLC


CSE Chelmsford LLC


CSE Chesterton LLC


CSE Claremont LLC


CSE Denver LLC


CSE Douglas LLC


CSE Dumas LLC


CSE Elkton LLC


CSE Elkton Realty LLC


CSE Fort Wayne LLC


CSE Frankston LLC


CSE Georgetown LLC


CSE Green Bay LLC


CSE Hilliard LLC


CSE Huntsville LLC


CSE Indianapolis-Continental LLC


CSE Indianapolis-Greenbriar LLC


CSE Jefferson-Hillcrest Center LLC


CSE Jefferson-Jennings House LLC


CSE King L.P.


CSE Kingsport LLC


CSE Knightdale L.P.


CSE Lake City LLC


CSE Lake Worth LLC


CSE Lakewood LLC


CSE Las Vegas LLC


CSE Lawrenceburg LLC


CSE Lenoir L.P.


CSE Lexington Park LLC


CSE Lexington Park Realty LLC


CSE Ligonier LLC


CSE Live Oak LLC


CSE Logansport LLC


CSE Lowell 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 Piggott LLC


CSE Pilot Point LLC


CSE Ponca City LLC


CSE Port St. Lucie LLC


CSE Richmond LLC


CSE Safford LLC


CSE Salina LLC


CSE Seminole LLC


CSE Shawnee LLC


CSE Stillwater LLC


CSE Taylorsville LLC


CSE Texas City LLC


CSE Upland LLC


CSE Walnut Cove L.P.


CSE Winter Haven LLC


CSE Woodfin L.P.


CSE Yorktown LLC


CSE Casablanca Holdings LLC


CSE Casablanca Holdings II LLC


OHI Asset CSB LLC
















  





  











  











SECOND SUPPLEMENTAL INDENTURE


(Senior Notes due 2020)







THIS SECOND SUPPLEMENTAL INDENTURE (this “Second Supplemental Indenture”) is dated as of September 2, 2010, among OMEGA HEALTHCARE INVESTORS, INC., a Maryland corporation (the “Issuer”), each of the SUBSIDIARY GUARANTORS listed on Schedule I hereto (collectively, the “Subsidiary Guarantors”), OHI Asset (MI), LLC (the “New Subsidiary”), and U.S. BANK NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States of America, as trustee (the “Trustee”).







W I T N E S S E T H :







WHEREAS, the Issuer and the Subsidiary Guarantors have heretofore executed and delivered to the Trustee an Indenture, dated as of February 9, 2010 (as supplemented by that First Supplemental Indenture, dated June 23, 2010, the “Indenture”), providing for the issuance of the Issuer’s 7-1/2% Senior Notes due 2020 (the “Notes”);







WHEREAS, Section 9.01 of the Indenture authorizes the Issuer, the Subsidiary Guarantors and the Trustee, together, to amend or supplement the Indenture, without notice to or consent of any Holder of the Notes, for the purpose of making any change that would not materially adversely affect the rights of any Holder of the Notes;







WHEREAS, the Issuer has recently created the New Subsidiary, which is required to become a Subsidiary Guarantor pursuant to Section 4.14 of the Indenture;







WHEREAS, in Section 1.01 of the Indenture, the term “Subsidiary Guarantors” is defined to include all Persons that become a Subsidiary Guarantor by the terms of the Indenture after the Closing Date; and







WHEREAS, Section 10.01 of the Indenture provides that each Subsidiary Guarantor shall be a guarantor of the Issuer’s obligations under the Notes, subject to the terms and conditions described in the Indenture.







NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Issuer, the Subsidiary Guarantors, the New 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.  

	
AMENDMENT TO GUARANTEE.  The New Subsidiary hereby agrees, jointly and severally with all other Subsidiary Guarantors, to guarantee the Issuer’s obligations under the Notes on the terms and subject to the conditions set forth in the Indenture, and to be bound by, and to receive the benefit of, all other applicable provisions of the Indenture as a Subsidiary Guarantor.  Such guarantees shall be evidenced by the New Subsidiary’s execution of a Subsidiary Guarantee, the form of which is attached as Exhibit E to the Indenture, and shall be effective as of the date hereof.













	
3.  

	
NO RECOURSE AGAINST OTHERS.  No past, present or future director, officer, employee, partner, affiliate, beneficiary or stockholder of the New Subsidiary, as such, shall have any liability for any obligations of the Issuer or any Subsidiary Guarantor under the Notes, any Guarantees, the Indenture or this Second Supplemental Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation.  Each Holder of the Notes, by accepting and holding a Note, waives and releases all such liability.  Such waiver and release are part of the consideration for the issuance of the Notes.













	
4.  

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













	
5.  

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













	
6.  

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













	
7.  

	
THE TRUSTEE.  The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Second Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Issuer, the Subsidiary Guarantors and the New Subsidiary.












[Remainder of Page Intentionally Left Blank]











 


  





  











  








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












OMEGA HEALTHCARE INVESTORS, INC.












By: ./s/Daniel J. Booth                                                                


Name:  Daniel J. Booth                                                      


Title: Chief Operating Officer                                                                












On behalf of each Subsidiary Guarantor, its sole member, general partner or trustee, named on the attached Schedule I







By: ./s/Daniel J. Booth                                                                


Name:  Daniel J. Booth                                                      


Title: Chief Operating Officer                                                                












On behalf of each New Subsidiary, its sole member












By: ./s/Daniel J. Booth                                                                


Name:  Daniel J. Booth                                                      


Title: Chief Operating Officer                                                                












U.S. BANK NATIONAL ASSOCIATION,


as Trustee












By: /s/ Paul L. Henderson                                                                


Name: Paul l. Henderson                                                                


Title:  Assistant Vice President                                                      











 


  





  











  








Schedule I












SUBSIDIARY GUARANTORS







Arizona Lessor - Infinia, Inc.


Baldwin Health Center, Inc.


Bayside Alabama Healthcare Second, Inc.


Bayside Arizona Healthcare Associates, Inc.


Bayside Arizona Healthcare Second, Inc.


Bayside Colorado Healthcare Associates, Inc.


Bayside Colorado Healthcare Second, Inc.


Bayside Indiana Healthcare Associates, Inc.


Bayside Street II, Inc.


Bayside Street, Inc.


Canton Health Care Land, Inc.


Carnegie Gardens LLC


Center Healthcare Associates, Inc.


Cherry Street - Skilled Nursing, Inc.


Colonial Gardens, LLC


Colorado Lessor - Conifer, Inc.


Copley Health Center, Inc.


CSE Anchorage LLC


CSE Blountville LLC


CSE Bolivar LLC


CSE Camden LLC


CSE Centennial Village


CSE Corpus North LLC


CSE Crane LLC


CSE Denver Iliff LLC


CSE Fairhaven LLC


CSE Huntingdon LLC


CSE Jacinto City LLC


CSE Jefferson City LLC


CSE Kerrville LLC


CSE Marianna Holdings LLC


CSE Memphis LLC


CSE Pennsylvania Holdings


CSE Ripley LLC


CSE Ripon LLC


CSE Spring Branch LLC


CSE Texarkana LLC


CSE The Village LLC


CSE West Point LLC


CSE Whitehouse LLC


CSE Williamsport LLC


Dallas - Skilled Nursing, Inc.


Delta Investors I, LLC


Delta Investors II, LLC


Desert Lane, LLC


Dixon Health Care Center, Inc.


Florida Lessor - Crystal Springs, Inc.


Florida Lessor - Emerald, Inc.


Florida Lessor - Lakeland, Inc.


Florida Lessor - Meadowview, Inc.


Florida Real Estate Company, LLC


Georgia Lessor - Bonterra/Parkview, Inc.


Greenbough, LLC


Hanover House, Inc.


Heritage Texarkana Healthcare Associates, Inc.


House of Hanover, Ltd.


Hutton I Land, Inc.


Hutton II Land, Inc.


Hutton III Land, Inc.


Indiana Lessor - Jeffersonville, Inc.


Indiana Lessor - Wellington Manor, Inc.


Jefferson Clark, Inc.


LAD I Real Estate Company, LLC


Lake Park - Skilled Nursing, Inc.


Leatherman 90-1, Inc.


Leatherman Partnership 89-1, Inc.


Leatherman Partnership 89-2, Inc.


Long Term Care - Michigan, Inc.


Long Term Care - North Carolina, Inc.


Long Term Care Associates - Illinois, Inc.


Long Term Care Associates - Indiana, Inc.


Long Term Care Associates - Texas, Inc.


Meridian Arms Land, Inc.


North Las Vegas LLC


NRS Ventures, L.L.C.


OHI (Connecticut), Inc.


OHI (Florida), Inc.


OHI (Illinois), Inc.


OHI (Indiana), Inc.


OHI (Iowa), Inc.


OHI (Kansas), Inc.


OHI Asset (CA), LLC


OHI Asset (CT) Lender, LLC


OHI Asset (FL), LLC


OHI Asset (ID), LLC


OHI Asset (IN), LLC


OHI Asset (LA), LLC


OHI Asset (MI/NC), LLC


OHI Asset (MO), LLC


OHI Asset (OH) Lender, LLC


OHI Asset (OH) New Philadelphia, LLC


OHI Asset (OH), LLC


OHI Asset (PA) Trust


OHI Asset (PA), LLC


OHI Asset (SMS) Lender, Inc.


OHI Asset (TX), LLC


OHI Asset CSE-E, LLC


OHI Asset CSE-U, LLC


OHI Asset Essex (OH), LLC


OHI Asset II (CA), LLC


OHI Asset II (PA) Trust


OHI Asset III (PA) Trust


OHI Asset, LLC


OHI of Kentucky, Inc.


OHI of Texas, Inc.


OHI Sunshine, Inc.


OHIMA, Inc.


Omega (Kansas), Inc.


Omega TRS I, Inc.


Orange Village Care Center, Inc.


OS Leasing Company


Panama City Nursing Center LLC


Parkview - Skilled Nursing, Inc.


Pavillion North Partners, Inc.


Pavillion North, LLP


Pavillion Nursing Center North, Inc.


Pine Texarkana Healthcare Associates, Inc.


Reunion Texarkana Healthcare Associates, Inc.


San Augustine Healthcare Associates, Inc.


Skilled Nursing - Gaston, Inc.


Skilled Nursing - Herrin, Inc.


Skilled Nursing - Hicksville, Inc.


Skilled Nursing - Paris, Inc.


Skyler Maitland LLC


South Athens Healthcare Associates, Inc.


St. Mary’s Properties, Inc.


Sterling Acquisition Corp.


Sterling Acquisition Corp. II


Suwanee, LLC


Texas Lessor - Stonegate GP, Inc.


Texas Lessor - Stonegate Limited, Inc.


Texas Lessor - Stonegate, L.P.


Texas Lessor - Treemont, Inc.


The Suburban Pavilion, Inc.


Washington Lessor - Silverdale, Inc.


Waxahachie Healthcare Associates, Inc.


West Athens Healthcare Associates, Inc.


Wilcare, LLC


OHI Asset (CO), LLC


OHI Asset (IL), LLC


OHI Asset IV (PA) Silver Lake Trust


OHI Asset II (FL), LLC


CSE Albany LLC


CSE Amarillo LLC


CSE Arden L.P.


CSE Augusta LLC


CSE Bedford LLC


CSE Cambridge LLC


CSE Cambridge Realty LLC


CSE Canton LLC


CSE Cedar Rapids LLC


CSE Chelmsford LLC


CSE Chesterton LLC


CSE Claremont LLC


CSE Denver LLC


CSE Douglas LLC


CSE Dumas LLC


CSE Elkton LLC


CSE Elkton Realty LLC


CSE Fort Wayne LLC


CSE Frankston LLC


CSE Georgetown LLC


CSE Green Bay LLC


CSE Hilliard LLC


CSE Huntsville LLC


CSE Indianapolis-Continental LLC


CSE Indianapolis-Greenbriar LLC


CSE Jefferson-Hillcrest Center LLC


CSE Jefferson-Jennings House LLC


CSE King L.P.


CSE Kingsport LLC


CSE Knightdale L.P.


CSE Lake City LLC


CSE Lake Worth LLC


CSE Lakewood LLC


CSE Las Vegas LLC


CSE Lawrenceburg LLC


CSE Lenoir L.P.


CSE Lexington Park LLC


CSE Lexington Park Realty LLC


CSE Ligonier LLC


CSE Live Oak LLC


CSE Logansport LLC


CSE Lowell 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 Piggott LLC


CSE Pilot Point LLC


CSE Ponca City LLC


CSE Port St. Lucie LLC


CSE Richmond LLC


CSE Safford LLC


CSE Salina LLC


CSE Seminole LLC


CSE Shawnee LLC


CSE Stillwater LLC


CSE Taylorsville LLC


CSE Texas City LLC


CSE Upland LLC


CSE Walnut Cove L.P.


CSE Winter Haven LLC


CSE Woodfin L.P.


CSE Yorktown LLC


CSE Casablanca Holdings LLC


CSE Casablanca Holdings II LLC


OHI Asset CSB LLC








  





  











  











THIRD SUPPLEMENTAL INDENTURE


(Senior Notes due 2020)







THIS THIRD SUPPLEMENTAL INDENTURE (this “Third Supplemental Indenture”) is dated as of January 13, 2011, among OMEGA HEALTHCARE INVESTORS, INC., a Maryland corporation (the “Issuer”), each of the SUBSIDIARY GUARANTORS listed on Schedule I hereto (collectively, the “Subsidiary Guarantors”), OHI Asset (FL) Lender, LLC, a Delaware limited liability company (the “New Subsidiary”), and U.S. BANK NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States of America, as trustee (the “Trustee”).







W I T N E S S E T H :







WHEREAS, the Issuer and the Subsidiary Guarantors have heretofore executed and delivered to the Trustee an Indenture, dated as of February 9, 2010 (as supplemented by that First Supplemental Indenture, dated June 23, 2010, and that Second Supplemental Indenture, dated September 2, 2010, the “Indenture”), providing for the issuance of the Issuer’s 7-1/2% Senior Notes due 2020 (the “Notes”);







WHEREAS, Section 9.01 of the Indenture authorizes the Issuer, the Subsidiary Guarantors and the Trustee, together, to amend or supplement the Indenture, without notice to or consent of any Holder of the Notes, for the purpose of making any change that would not materially adversely affect the rights of any Holder of the Notes;







WHEREAS, the Issuer has recently created the New Subsidiary, which is required to become a Subsidiary Guarantor pursuant to Section 4.14 of the Indenture;







WHEREAS, in Section 1.01 of the Indenture, the term “Subsidiary Guarantors” is defined to include all Persons that become a Subsidiary Guarantor by the terms of the Indenture after the Closing Date; and







WHEREAS, Section 10.01 of the Indenture provides that each Subsidiary Guarantor shall be a guarantor of the Issuer’s obligations under the Notes, subject to the terms and conditions described in the Indenture.







NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Issuer, the Subsidiary Guarantors, the New 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.  

	
AMENDMENT TO GUARANTEE.  The New Subsidiary hereby agrees, jointly and severally with all other Subsidiary Guarantors, to guarantee the Issuer’s obligations under the Notes on the terms and subject to the conditions set forth in the Indenture, and to be bound by, and to receive the benefit of, all other applicable provisions of the Indenture as a Subsidiary Guarantor.  Such guarantee shall be evidenced by the New Subsidiary’s execution of a Subsidiary Guarantee, the form of which is attached as Exhibit E to the Indenture, and shall be effective as of the date hereof.













	
3.  

	
NO RECOURSE AGAINST OTHERS.  No past, present or future director, officer, employee, partner, affiliate, beneficiary or stockholder of the New Subsidiary, as such, shall have any liability for any obligations of the Issuer or any Subsidiary Guarantor under the Notes, any Guarantees, the Indenture or this Third Supplemental Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation.  Each Holder of the Notes, by accepting and holding a Note, waives and releases all such liability.  Such waiver and release are part of the consideration for the issuance of the Notes.













	
4.  

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













	
5.  

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













	
6.  

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













	
7.  

	
THE TRUSTEE.  The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Third Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Issuer, the Subsidiary Guarantors and the New Subsidiary.












[Remainder of Page Intentionally Left Blank]












 




  





  











  








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












OMEGA HEALTHCARE INVESTORS, INC.












By: /s/ Robert O. Stephenson                                                                           


Name: Robert O. Stephenson                                                                           


Title: Chief Financial Officer                                                                           












On behalf of each Subsidiary Guarantor, its sole member, general partner or trustee, named on the attached Schedule I







By: /s/ Robert O. Stephenson                                                                           


Name: Robert O. Stephenson                                                                           


Title: Chief Financial Officer                                                                           












On behalf of the New Subsidiary, its sole member







By: /s/ Robert O. Stephenson                                                                           


Name: Robert O. Stephenson                                                                           


Title: Chief Financial Officer                                                                           












U.S. BANK NATIONAL ASSOCIATION,


as Trustee












By: /s/ Paul L. Henderson                                                                


Name: Paul L. Henderson                                                                


Title:  Assistant Vice President                                                                











 


  





  











  








Schedule I












SUBSIDIARY GUARANTORS







Arizona Lessor - Infinia, Inc.


Baldwin Health Center, Inc.


Bayside Alabama Healthcare Second, Inc.


Bayside Arizona Healthcare Associates, Inc.


Bayside Arizona Healthcare Second, Inc.


Bayside Colorado Healthcare Associates, Inc.


Bayside Colorado Healthcare Second, Inc.


Bayside Indiana Healthcare Associates, Inc.


Bayside Street II, Inc.


Bayside Street, Inc.


Canton Health Care Land, Inc.


Carnegie Gardens LLC


Center Healthcare Associates, Inc.


Cherry Street - Skilled Nursing, Inc.


Colonial Gardens, LLC


Colorado Lessor - Conifer, Inc.


Copley Health Center, Inc.


CSE Anchorage LLC


CSE Blountville LLC


CSE Bolivar LLC


CSE Camden LLC


CSE Centennial Village


CSE Corpus North LLC


CSE Crane LLC


CSE Denver Iliff LLC


CSE Fairhaven LLC


CSE Huntingdon LLC


CSE Jacinto City LLC


CSE Jefferson City LLC


CSE Kerrville LLC


CSE Marianna Holdings LLC


CSE Memphis LLC


CSE Pennsylvania Holdings


CSE Ripley LLC


CSE Ripon LLC


CSE Spring Branch LLC


CSE Texarkana LLC


CSE The Village LLC


CSE West Point LLC


CSE Whitehouse LLC


CSE Williamsport LLC


Dallas - Skilled Nursing, Inc.


Delta Investors I, LLC


Delta Investors II, LLC


Desert Lane, LLC


Dixon Health Care Center, Inc.


Florida Lessor - Crystal Springs, Inc.


Florida Lessor - Emerald, Inc.


Florida Lessor - Lakeland, Inc.


Florida Lessor - Meadowview, Inc.


Florida Real Estate Company, LLC


Georgia Lessor - Bonterra/Parkview, Inc.


Greenbough, LLC


Hanover House, Inc.


Heritage Texarkana Healthcare Associates, Inc.


House of Hanover, Ltd.


Hutton I Land, Inc.


Hutton II Land, Inc.


Hutton III Land, Inc.


Indiana Lessor - Jeffersonville, Inc.


Indiana Lessor - Wellington Manor, Inc.


Jefferson Clark, Inc.


LAD I Real Estate Company, LLC


Lake Park - Skilled Nursing, Inc.


Leatherman 90-1, Inc.


Leatherman Partnership 89-1, Inc.


Leatherman Partnership 89-2, Inc.


Long Term Care - Michigan, Inc.


Long Term Care - North Carolina, Inc.


Long Term Care Associates - Illinois, Inc.


Long Term Care Associates - Indiana, Inc.


Long Term Care Associates - Texas, Inc.


Meridian Arms Land, Inc.


North Las Vegas LLC


NRS Ventures, L.L.C.


OHI (Connecticut), Inc.


OHI (Florida), Inc.


OHI (Illinois), Inc.


OHI (Indiana), Inc.


OHI (Iowa), Inc.


OHI (Kansas), Inc.


OHI Asset (CA), LLC


OHI Asset (CT) Lender, LLC


OHI Asset (FL), LLC


OHI Asset (ID), LLC


OHI Asset (IN), LLC


OHI Asset (LA), LLC


OHI Asset (MI), LLC


OHI Asset (MI/NC), LLC


OHI Asset (MO), LLC


OHI Asset (OH) Lender, LLC


OHI Asset (OH) New Philadelphia, LLC


OHI Asset (OH), LLC


OHI Asset (PA) Trust


OHI Asset (PA), LLC


OHI Asset (SMS) Lender, Inc.


OHI Asset (TX), LLC


OHI Asset CSE-E, LLC


OHI Asset CSE-U, LLC


OHI Asset Essex (OH), LLC


OHI Asset II (CA), LLC


OHI Asset II (PA) Trust


OHI Asset III (PA) Trust


OHI Asset, LLC


OHI of Kentucky, Inc.


OHI of Texas, Inc.


OHI Sunshine, Inc.


OHIMA, Inc.


Omega (Kansas), Inc.


Omega TRS I, Inc.


Orange Village Care Center, Inc.


OS Leasing Company


Panama City Nursing Center LLC


Parkview - Skilled Nursing, Inc.


Pavillion North Partners, Inc.


Pavillion North, LLP


Pavillion Nursing Center North, Inc.


Pine Texarkana Healthcare Associates, Inc.


Reunion Texarkana Healthcare Associates, Inc.


San Augustine Healthcare Associates, Inc.


Skilled Nursing - Gaston, Inc.


Skilled Nursing - Herrin, Inc.


Skilled Nursing - Hicksville, Inc.


Skilled Nursing - Paris, Inc.


Skyler Maitland LLC


South Athens Healthcare Associates, Inc.


St. Mary’s Properties, Inc.


Sterling Acquisition Corp.


Sterling Acquisition Corp. II


Suwanee, LLC


Texas Lessor - Stonegate GP, Inc.


Texas Lessor - Stonegate Limited, Inc.


Texas Lessor - Stonegate, L.P.


Texas Lessor - Treemont, Inc.


The Suburban Pavilion, Inc.


Washington Lessor - Silverdale, Inc.


Waxahachie Healthcare Associates, Inc.


West Athens Healthcare Associates, Inc.


Wilcare, LLC


OHI Asset (CO), LLC


OHI Asset (IL), LLC


OHI Asset IV (PA) Silver Lake Trust


OHI Asset II (FL), LLC


CSE Albany LLC


CSE Amarillo LLC


CSE Arden L.P.


CSE Augusta LLC


CSE Bedford LLC


CSE Cambridge LLC


CSE Cambridge Realty LLC


CSE Canton LLC


CSE Cedar Rapids LLC


CSE Chelmsford LLC


CSE Chesterton LLC


CSE Claremont LLC


CSE Denver LLC


CSE Douglas LLC


CSE Dumas LLC


CSE Elkton LLC


CSE Elkton Realty LLC


CSE Fort Wayne LLC


CSE Frankston LLC


CSE Georgetown LLC


CSE Green Bay LLC


CSE Hilliard LLC


CSE Huntsville LLC


CSE Indianapolis-Continental LLC


CSE Indianapolis-Greenbriar LLC


CSE Jefferson-Hillcrest Center LLC


CSE Jefferson-Jennings House LLC


CSE King L.P.


CSE Kingsport LLC


CSE Knightdale L.P.


CSE Lake City LLC


CSE Lake Worth LLC


CSE Lakewood LLC


CSE Las Vegas LLC


CSE Lawrenceburg LLC


CSE Lenoir L.P.


CSE Lexington Park LLC


CSE Lexington Park Realty LLC


CSE Ligonier LLC


CSE Live Oak LLC


CSE Logansport LLC


CSE Lowell 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 Piggott LLC


CSE Pilot Point LLC


CSE Ponca City LLC


CSE Port St. Lucie LLC


CSE Richmond LLC


CSE Safford LLC


CSE Salina LLC


CSE Seminole LLC


CSE Shawnee LLC


CSE Stillwater LLC


CSE Taylorsville LLC


CSE Texas City LLC


CSE Upland LLC


CSE Walnut Cove L.P.


CSE Winter Haven LLC


CSE Woodfin L.P.


CSE Yorktown LLC


CSE Casablanca Holdings LLC


CSE Casablanca Holdings II LLC


OHI Asset CSB LLC