Exihibit 4.5A




 


FIRST SUPPLEMENTAL INDENTURE


(Senior Notes due 2025)







THIS FIRST SUPPLEMENTAL INDENTURE (this “First Supplemental Indenture”) is dated as of November 25, 2014, among OMEGA HEALTHCARE INVESTORS, INC., a Maryland corporation (the “Issuer”), each of the SUBSIDIARY GUARANTORS listed on Schedule I hereto (collectively, the “Subsidiary Guarantors”), each of the companies listed on Schedule II hereto (collectively, the “New Subsidiaries”), and U.S. BANK NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States of America, as trustee (the “Trustee”).







W I T N E S S E T H :







WHEREAS, the Issuer and the Subsidiary Guarantors have heretofore executed and delivered to the Trustee an Indenture, dated as of September 11, 2014 (the “Indenture”), providing for the issuance of the Issuer’s 4.50% Senior Notes due 2025 (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, pursuant to Section 4.14 of the Indenture, the New Subsidiaries are required to become Subsidiary Guarantors;







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







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







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








	
1.

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













	
2.

	
AMENDMENT TO GUARANTEE.  The New Subsidiaries hereby agree, jointly and severally with all other Subsidiary Guarantors, to guarantee the Issuer’s obligations under the Notes on the terms and subject to the conditions set forth in the Indenture, and to be bound by, and to receive the benefit of, all other applicable provisions of the Indenture as Subsidiary Guarantors.  Such guarantee shall be evidenced by the New Subsidiaries’ execution of Subsidiary Guarantees, the form of which is attached as Exhibit E to the Indenture, and shall be effective as of the 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, 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 and Treasurer
	 		
	 	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 and Treasurer
	 		
	 	On behalf of each of the New Subsidiaries or its

                                                                  sole member, named on the attached Schedule II

	 		
	 	By:	/s/ Robert O. Stephenson
	 	Name: Robert O. Stephenson
	 	Title: Chief Financial Officer and Treasurer
	 		
	 	U.S. BANK NATIONAL ASSOCIATION,

                                                                  as Trustee

	 		
	 	By:	 /s/ Dave Ferrell
	 	Name: Dave Ferrell
	 	Title: Vice President





 



    	 



    	 



    
 




Schedule I







SUBSIDIARY GUARANTORS







	
Encanto
Senior Care, LLC


	13922
                                         Cerise Avenue, LLC


	245
                                         East Wilshire Avenue, LLC


	3806
                                         Clayton Road, LLC


	523
                                         Hayes Lane, LLC


	637
                                         East Romie Lane, LLC


	2425
                                         Teller Avenue, LLC


	Bayside
                                         Colorado Healthcare Associates, Inc.


	OHI
                                         (Connecticut), Inc.


	Bayside
                                         Street II, Inc.


	Carnegie
                                         Gardens LLC


	CFG
                                         2115 Woodstock Place LLC


	CSE
                                         Albany LLC


	CSE
                                         Amarillo LLC


	CSE
                                         Arden L.P.


	CSE
                                         Augusta LLC


	CSE
                                         Bedford LLC


	CSE
                                         Blountville LLC


	CSE
                                         Bolivar LLC


	CSE
                                         Cambridge LLC


	CSE
                                         Cambridge Realty LLC


	CSE
                                         Camden LLC


	CSE
                                         Canton LLC


	CSE
                                         Casablanca Holdings II LLC


	CSE
                                         Casablanca Holdings LLC


	CSE
                                         Cedar Rapids LLC


	CSE
                                         Centennial Village


	CSE
                                         Chelmsford LLC


	CSE
                                         Chesterton LLC


	CSE
                                         Claremont LLC


	CSE
                                         Corpus North LLC


	CSE
                                         Denver Iliff LLC


	CSE
                                         Denver LLC


	CSE
                                         Douglas LLC


	CSE
                                         Elkton LLC


	CSE
                                         Elkton Realty LLC


	CSE
                                         Fairhaven LLC


	CSE
                                         Fort Wayne LLC


	CSE
                                         Frankston LLC


	CSE
                                         Georgetown LLC


	CSE
                                         Green Bay LLC


	CSE
                                         Hilliard LLC





 



    	 



    	 



    
 


 


	CSE
                                         Huntingdon LLC


	CSE
                                         Huntsville LLC


	CSE
                                         Indianapolis-Continental LLC


	CSE
                                         Indianapolis-Greenbriar LLC


	CSE
                                         Jacinto City LLC


	CSE
                                         Jefferson City LLC


	CSE
                                         Jeffersonville-Hillcrest Center LLC


	CSE
                                         Jeffersonville-Jennings House LLC


	CSE
                                         Kerrville LLC


	CSE
                                         King L.P.


	CSE
                                         Kingsport LLC


	CSE
                                         Knightdale L.P.


	CSE
                                         Lake City LLC


	CSE
                                         Lake Worth LLC


	CSE
                                         Lakewood LLC


	CSE
                                         Las Vegas LLC


	CSE
                                         Lawrenceburg LLC


	CSE
                                         Lenoir L.P.


	CSE
                                         Lexington Park LLC


	CSE
                                         Lexington Park Realty LLC


	CSE
                                         Ligonier LLC


	CSE
                                         Live Oak LLC


	CSE
                                         Lowell LLC


	CSE
                                         Marianna Holdings LLC


	CSE
                                         Memphis LLC


	CSE
                                         Mobile LLC


	CSE
                                         Moore LLC


	CSE
                                         North Carolina Holdings I LLC


	CSE
                                         North Carolina Holdings II LLC


	CSE
                                         Omro LLC


	CSE
                                         Orange Park LLC


	CSE
                                         Orlando-Pinar Terrace Manor LLC


	CSE
                                         Orlando-Terra Vista Rehab LLC


	CSE
                                         Pennsylvania Holdings


	CSE
                                         Piggott LLC


	CSE
                                         Pilot Point LLC


	CSE
                                         Pine View LLC


	CSE
                                         Ponca City LLC


	CSE
                                         Port St. Lucie LLC


	CSE
                                         Richmond LLC


	CSE
                                         Ripley LLC


	CSE
                                         Ripon LLC


	CSE
                                         Safford LLC


	CSE
                                         Salina LLC


	CSE
                                         Seminole LLC


	CSE
                                         Shawnee LLC





 



    	 



    	 



    
 


 


	CSE
                                         Spring Branch LLC


	CSE
                                         Stillwater LLC


	CSE
                                         Taylorsville LLC


	CSE
                                         Texarkana LLC


	CSE
                                         Texas City LLC


	CSE
                                         The Village LLC


	CSE
                                         Upland LLC


	CSE
                                         Walnut Cove L.P.


	CSE
                                         West Point LLC


	CSE
                                         Whitehouse LLC


	CSE
                                         Williamsport LLC


	CSE
                                         Winter Haven LLC


	CSE
                                         Woodfin L.P.


	CSE
                                         Yorktown LLC


	Desert
                                         Lane LLC


	Greenbough,
                                         LLC


	LAD
                                         I Real Estate Company, LLC


	North
                                         Las Vegas LLC


	NRS
                                         Ventures, L.L.C.


	OHI
                                         Asset (AR) Ash Flat, LLC


	OHI
                                         Asset (AR) Camden, LLC


	OHI
                                         Asset (AR) Conway, LLC


	OHI
                                         Asset (AR) Des Arc, LLC


	OHI
                                         Asset (AR) Hot Springs, LLC


	OHI
                                         Asset (AR) Malvern, LLC


	OHI
                                         Asset (AR) Mena, LLC


	OHI
                                         Asset (AR) Pocahontas, LLC


	OHI
                                         Asset (AR) Sheridan, LLC


	OHI
                                         Asset (AR) Walnut Ridge, LLC


	OHI
                                         Asset (AZ) Austin House, LLC


	OHI
                                         Asset (CA), LLC


	OHI
                                         Asset (CO), LLC


	OHI
                                         Asset (CT) Lender, LLC


	OHI
                                         Asset (FL) Lake Placid, LLC


	OHI
                                         Asset (FL) Lender, LLC


	OHI
                                         Asset (FL), LLC


	OHI
                                         Asset (GA) Moultrie, LLC


	OHI
                                         Asset (GA) Snellville, LLC


	OHI
                                         Asset (ID) Holly, LLC


	OHI
                                         Asset (ID) Midland, LLC


	OHI
                                         Asset (ID), LLC


	OHI
                                         Asset (IL), LLC


	OHI
                                         Asset (IN) American Village, LLC


	OHI
                                         Asset (IN) Anderson, LLC


	OHI
                                         Asset (IN) Beech Grove, LLC


	OHI
                                         Asset (IN) Clarksville, LLC





 



    	 



    	 



    
 


 


	OHI
                                         Asset (IN) Clinton, LLC


	OHI
                                         Asset (IN) Connersville, LLC


	OHI
                                         Asset (IN) Crown Point, LLC


	OHI
                                         Asset (IN) Eagle Valley, LLC


	OHI
                                         Asset (IN) Elkhart, LLC


	OHI
                                         Asset (IN) Forest Creek, LLC


	OHI
                                         Asset (IN) Fort Wayne, LLC


	OHI
                                         Asset (IN) Franklin, LLC


	OHI
                                         Asset (IN) Greensburg, LLC


	OHI
                                         Asset (IN) Indianapolis, LLC


	OHI
                                         Asset (IN) Jasper, LLC


	OHI
                                         Asset (IN) Kokomo, LLC


	OHI
                                         Asset (IN) Lafayette, LLC


	OHI
                                         Asset (IN) Madison, LLC


	OHI
                                         Asset (IN) Monticello, LLC


	OHI
                                         Asset (IN) Noblesville, LLC


	OHI
                                         Asset (IN) Rosewalk, LLC


	OHI
                                         Asset (IN) Salem, LLC


	OHI
                                         Asset (IN) Seymour, LLC


	OHI
                                         Asset (IN) Spring Mill, LLC


	OHI
                                         Asset (IN) Terre Haute, LLC


	OHI
                                         Asset (IN) Wabash, LLC


	OHI
                                         Asset (IN) Westfield, LLC


	OHI
                                         Asset (IN) Zionsville, LLC


	OHI
                                         Asset (LA), LLC


	OHI
                                         Asset (MD), LLC


	OHI
                                         Asset (MI) Heather Hills, LLC


	OHI
                                         Asset (MI), LLC


	OHI
                                         Asset (MO), LLC


	OHI
                                         Asset (MS) Byhalia, LLC


	OHI
                                         Asset (MS) Cleveland, LLC


	OHI
                                         Asset (MS) Clinton, LLC


	OHI
                                         Asset (MS) Columbia, LLC


	OHI
                                         Asset (MS) Corinth, LLC


	OHI
                                         Asset (MS) Greenwood, LLC


	OHI
                                         Asset (MS) Grenada, LLC


	OHI
                                         Asset (MS) Holly Springs, LLC


	OHI
                                         Asset (MS) Indianola, LLC


	OHI
                                         Asset (MS) Natchez, LLC


	OHI
                                         Asset (MS) Picayune, LLC


	OHI
                                         Asset (MS) Vicksburg, LLC


	OHI
                                         Asset (MS) Yazoo City, LLC


	OHI
                                         Asset (NC) Wadesboro, LLC


	OHI
                                         Asset (OH) Lender, LLC


	OHI
                                         Asset (OH), LLC


	OHI
                                         Asset (OR) Portland, LLC





 



    	 



    	 



    
 


 


	OHI
                                         Asset (PA), LLC


	OHI
                                         Asset (SC) Aiken, LLC


	OHI
                                         Asset (SC) Anderson, LLC


	OHI
                                         Asset (SC) Easley Anne, LLC


	OHI
                                         Asset (SC) Easley Crestview, LLC


	OHI
                                         Asset (SC) Edgefield, LLC


	OHI
                                         Asset (SC) Greenville Griffith, LLC


	OHI
                                         Asset (SC) Greenville Laurens, LLC


	OHI
                                         Asset (SC) Greenville North, LLC


	OHI
                                         Asset (SC) Greer, LLC


	OHI
                                         Asset (SC) Marietta, LLC


	OHI
                                         Asset (SC) McCormick, LLC


	OHI
                                         Asset (SC) Pickens East Cedar, LLC


	OHI
                                         Asset (SC) Pickens Rosemond, LLC


	OHI
                                         Asset (SC) Piedmont, LLC


	OHI
                                         Asset (SC) Simpsonville SE Main, LLC


	OHI
                                         Asset (SC) Simpsonville West Broad, LLC


	OHI
                                         Asset (SC) Simpsonville West Curtis, LLC


	OHI
                                         Asset (TN) Bartlett, LLC


	OHI
                                         Asset (TN) Collierville, LLC


	OHI
                                         Asset (TN) Memphis, LLC


	OHI
                                         Asset (TX) Anderson, LLC


	OHI
                                         Asset (TX) Bryan, LLC


	OHI
                                         Asset (TX) Burleson, LLC


	OHI
                                         Asset (TX) College Station, LLC


	OHI
                                         Asset (TX) Comfort, LLC


	OHI
                                         Asset (TX) Diboll, LLC


	OHI
                                         Asset (TX) Granbury, LLC


	OHI
                                         Asset (TX) Hondo, LLC


	OHI
                                         Asset (TX) Italy, LLC


	OHI
                                         Asset (TX) Winnsboro, LLC


	OHI
                                         Asset (TX), LLC


	OHI
                                         Asset (UT) Ogden, LLC


	OHI
                                         Asset (UT) Provo, LLC


	OHI
                                         Asset (UT) Roy, LLC


	OHI
                                         Asset (VA) Charlottesville, LLC


	OHI
                                         Asset (VA) Farmville, LLC


	OHI
                                         Asset (VA) Hillsville, LLC


	OHI
                                         Asset (VA) Rocky Mount, LLC


	OHI
                                         Asset (WA) Battle Ground, LLC


	OHI
                                         Asset CSB LLC


	OHI
                                         Asset CSE – E, LLC


	OHI
                                         Asset CSE – U, LLC


	OHI
                                         Asset HUD CFG, LLC


	OHI
                                         Asset HUD Delta, LLC


	OHI
                                         Asset HUD SF CA, LLC





 



    	 



    	 



    
 


 


	OHI
                                         Asset HUD SF, LLC


	OHI
                                         Asset HUD WO, LLC


	OHI
                                         Asset II (CA), LLC


	OHI
                                         Asset II (FL), LLC


	OHI
                                         Asset RO PMM Services, LLC


	OHI
                                         Asset RO, LLC


	OHI
                                         Asset, LLC


	OHI
                                         Mezz Lender, LLC


	Panama
                                         City Nursing Center LLC


	Skyler
                                         Maitland LLC


	Suwanee,
                                         LLC


	Florida
                                         Real Estate Company, LLC


	Pensacola
                                         Real Estate Holdings I, Inc.


	Pensacola
                                         Real Estate Holdings II, Inc.


	Pensacola
                                         Real Estate Holdings III, Inc.


	Pensacola
                                         Real Estate Holdings IV, Inc.


	Pensacola
                                         Real Estate Holdings V, Inc.


	Skyler
                                         Pensacola, Inc.


	OHI
                                         (Illinois), Inc.


	OHI
                                         (Indiana), Inc.


	OHI
                                         (Iowa), Inc.


	Sterling
                                         Acquisition Corp.


	48
                                         High Point Road, LLC


	Arizona
                                         Lessor - Infinia, Inc.


	Bayside
                                         Street, Inc.


	Colorado
                                         Lessor - Conifer, Inc.


	Delta
                                         Investors I, LLC


	Delta
                                         Investors II, LLC


	Florida
                                         Lessor – Meadowview, Inc.


	Georgia
                                         Lessor - Bonterra/Parkview, Inc.


	Indiana
                                         Lessor – Wellington Manor, Inc.


	OHI
                                         Asset (PA) Trust


	OHI
                                         Asset II (PA) Trust


	OHI
                                         Asset III (PA) Trust


	OHI
                                         Asset IV (PA) Silver Lake Trust


	OHI
                                         Tennessee, Inc.


	Omega
                                         TRS I, Inc.


	Texas
                                         Lessor – Stonegate GP, Inc.


	Texas
                                         Lessor – Stonegate, Limited, Inc.


	Texas
                                         Lessor – Stonegate, LP


	Washington
                                         Lessor – Silverdale, Inc.


	OHIMA,
                                         Inc.


	1200
                                         Ely Street Holdings Co. LLC


	42235
                                         County Road Holdings Co. LLC


	Dixie
                                         White House Nursing Home, Inc.


	Ocean
                                         Springs Nursing Home, Inc.





 



    	 



    	 



    
 


 


	Skyler
                                         Boyington, Inc.


	Skyler
                                         Florida, Inc.


	Canton
                                         Health Care Land, Inc.


	Colonial
                                         Gardens, LLC


	Dixon
                                         Health Care Center, Inc.


	Hutton
                                         I Land, Inc.


	Hutton
                                         II Land, Inc.


	Hutton
                                         III Land, Inc.


	Leatherman
                                         90-1, Inc.


	Leatherman
                                         Partnership 89-1, Inc.


	Leatherman
                                         Partnership 89-2, Inc.


	Meridian
                                         Arms Land, Inc.


	Orange
                                         Village Care Center, Inc.


	St.
                                         Mary’s Properties, Inc.


	The
                                         Suburban Pavilion, Inc.


	Wilcare,
                                         LLC


	Pavillion
                                         North Partners, Inc.


	Pavillion
                                         North, LLP


	Pavillion
                                         Nursing Center North, Inc.





OHI
Asset (GA) Macon, LLC


OHI
Asset (SC) Greenville, LLC


OHI
Asset (SC) Orangeburg, LLC


OHI
Asset (WV) Danville, LLC


OHI
Asset (WV) Ivydale, LLC


OHI
Mezz Lender, LLC







    	 



    	 



    
 






Schedule
II






NEW
SUBSIDIARIES






	11900
                                         East Artesia Boulevard, LLC


	2400
                                         Parkside Drive, LLC


	Golden
                                         Hill Real Estate Company, LLC


	1628
                                         B Street, LLC


	PV
                                         Realty–Willow Tree, LLC











    	 



    	 



    
 















SECOND SUPPLEMENTAL INDENTURE


(Senior Notes due 2025)







THIS SECOND SUPPLEMENTAL INDENTURE (this “Second Supplemental Indenture”) is dated as of January 23, 2015, among OMEGA HEALTHCARE INVESTORS, INC., a Maryland corporation (the “Issuer”), each of the SUBSIDIARY GUARANTORS listed on Schedule I hereto (collectively, the “Subsidiary Guarantors”), each of the companies listed on Schedule II hereto (collectively, the “New Subsidiaries”), and U.S. BANK NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States of America, as trustee (the “Trustee”).







W I T N E S S E T H :







WHEREAS, the Issuer and the Subsidiary Guarantors have heretofore executed and delivered to the Trustee an Indenture, dated as of September 11, 2014 (as supplemented by that First Supplemental Indenture, dated as of November 25, 2014, the “Indenture”), providing for the issuance of the Issuer’s 4.50% Senior Notes due 2025 (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, pursuant to Section 4.14 of the Indenture, the New Subsidiaries are required to become Subsidiary Guarantors;







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







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







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








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











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







 



    	 



    	 



    
 


 



		3.	NO RECOURSE AGAINST OTHERS.  No past, present or future director, officer, employee, incorporator, stockholder, member, manager or controlling person 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 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 Subsidiaries.










[Remainder of Page Intentionally Left Blank]


 



    	 



    	 



    
 


IN WITNESS WHEREOF, the parties hereto have caused this Second Supplemental Indenture to be duly executed, 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 and Treasurer

	 
	 	 	 	 
	 	
On behalf of each Subsidiary Guarantor, its sole

member, managing member, general partner or

trustee, named on the attached Schedule I


	 			
	 	By:	
 /s/ Robert O. Stephenson

	
	 	
Name: Robert O. Stephenson

	
	 	
Title: Chief Financial Officer and Treasurer

	
	 			
	 	
Each of the following New Subsidiaries:

	
	 			
	 	
BAYLA CYNWYD REAL ESTATE, LP


OHI ASSET (PA) WEST MIFFLIN, LP

	
	 			
	 	By:	OHI Asset (PA) West Mifflin, LP, as general partner	
	 			
	 	By:	
 /s/ Robert O. Stephenson

	
	 	
Name: Robert O. Stephenson

	
	 	
Title: Chief Financial Officer and Treasurer

	
	 			
	 	
OHI HEALTHCARE PROPERTIES LIMITED

PARTNERSHIP, L.P.

	
	 			
	 	By:	Omega Healthcare Investors, Inc., as general partner	
	 			
	 	By: 	
 /s/ Robert O. Stephenson

	
	 	
Name: Robert O. Stephenson

	
	 	
Title: Chief Financial Officer and Treasurer

	






 


[Signatures continued on the following page]


 



    	 



    	 



    
 








	 	


On behalf of each of the other New Subsidiaries,

its sole member or managing member, named on

the attached Schedule II



	
	 			
	 	By:	
/s/ Robert O. Stephenson

	
	 	


Name: Robert O. Stephenson



	
	 	


Title: Chief Financial Officer and Treasurer



	
	 			
	 	


U.S. BANK NATIONAL ASSOCIATION,


as Trustee



	
	 			
	 	By:	
/s/ David Ferrell

	
	 	


Name: David Ferrell



	
	 	


Title: Vice President













    	 



    	 



    
 


Schedule I







SUBSIDIARY GUARANTORS








	
Encanto Senior Care, LLC


	
13922 Cerise Avenue, LLC


	
245 East Wilshire Avenue, LLC


	
3806 Clayton Road, LLC


	
523 Hayes Lane, LLC


	
637 East Romie Lane, LLC


	
2425 Teller Avenue, LLC


	
Bayside Colorado Healthcare Associates, Inc.


	
OHI (Connecticut), Inc.


	
Bayside Street II, Inc.


	
Carnegie Gardens LLC


	
CFG 2115 Woodstock Place LLC


	
CSE Albany LLC


	
CSE Amarillo LLC


	
CSE Arden L.P.


	
CSE Augusta LLC


	
CSE Bedford LLC


	
CSE Blountville LLC


	
CSE Bolivar LLC


	
CSE Cambridge LLC


	
CSE Cambridge Realty LLC


	
CSE Camden LLC


	
CSE Canton LLC


	
CSE Casablanca Holdings II LLC


	
CSE Casablanca Holdings LLC


	
CSE Cedar Rapids LLC


	
CSE Centennial Village


	
CSE Chelmsford LLC


	
CSE Chesterton LLC


	
CSE Claremont LLC


	
CSE Corpus North LLC


	
CSE Denver Iliff LLC


	
CSE Denver LLC


	
CSE Douglas LLC


	
CSE Elkton LLC


	
CSE Elkton Realty LLC


	
CSE Fairhaven LLC


	
CSE Fort Wayne LLC


	
CSE Frankston LLC


	
CSE Georgetown LLC


	
CSE Green Bay LLC


	
CSE Hilliard LLC





 



    	 



    	 



    
 


 


	
CSE Huntingdon LLC


	
CSE Huntsville LLC


	
CSE Indianapolis-Continental LLC


	
CSE Indianapolis-Greenbriar LLC


	
CSE Jacinto City LLC


	
CSE Jefferson City LLC


	
CSE Jeffersonville-Hillcrest Center LLC


	
CSE Jeffersonville-Jennings House LLC


	
CSE Kerrville LLC


	
CSE King L.P.


	
CSE Kingsport LLC


	
CSE Knightdale L.P.


	
CSE Lake City LLC


	
CSE Lake Worth LLC


	
CSE Lakewood LLC


	
CSE Las Vegas LLC


	
CSE Lawrenceburg LLC


	
CSE Lenoir L.P.


	
CSE Lexington Park LLC


	
CSE Lexington Park Realty LLC


	
CSE Ligonier LLC


	
CSE Live Oak LLC


	
CSE Lowell LLC


	
CSE Marianna Holdings LLC


	
CSE Memphis LLC


	
CSE Mobile LLC


	
CSE Moore LLC


	
CSE North Carolina Holdings I LLC


	
CSE North Carolina Holdings II LLC


	
CSE Omro LLC


	
CSE Orange Park LLC


	
CSE Orlando-Pinar Terrace Manor LLC


	
CSE Orlando-Terra Vista Rehab LLC


	
CSE Pennsylvania Holdings


	
CSE Piggott LLC


	
CSE Pilot Point LLC


	
CSE Pine View LLC


	
CSE Ponca City LLC


	
CSE Port St. Lucie LLC


	
CSE Richmond LLC


	
CSE Ripley LLC


	
CSE Ripon LLC


	
CSE Safford LLC


	
CSE Salina LLC


	
CSE Seminole LLC


	
CSE Shawnee LLC





 



    	 



    	 



    
 


 


	
CSE Spring Branch LLC


	
CSE Stillwater LLC


	
CSE Taylorsville LLC


	
CSE Texarkana LLC


	
CSE Texas City LLC


	
CSE The Village LLC


	
CSE Upland LLC


	
CSE Walnut Cove L.P.


	
CSE West Point LLC


	
CSE Whitehouse LLC


	
CSE Williamsport LLC


	
CSE Winter Haven LLC


	
CSE Woodfin L.P.


	
CSE Yorktown LLC


	
Desert Lane LLC


	
Greenbough, LLC


	
LAD I Real Estate Company, LLC


	
North Las Vegas LLC


	
NRS Ventures, L.L.C.


	
OHI Asset (AR) Ash Flat, LLC


	
OHI Asset (AR) Camden, LLC


	
OHI Asset (AR) Conway, LLC


	
OHI Asset (AR) Des Arc, LLC


	
OHI Asset (AR) Hot Springs, LLC


	
OHI Asset (AR) Malvern, LLC


	
OHI Asset (AR) Mena, LLC


	
OHI Asset (AR) Pocahontas, LLC


	
OHI Asset (AR) Sheridan, LLC


	
OHI Asset (AR) Walnut Ridge, LLC


	
OHI Asset (AZ) Austin House, LLC


	
OHI Asset (CA), LLC


	
OHI Asset (CO), LLC


	
OHI Asset (CT) Lender, LLC


	
OHI Asset (FL) Lake Placid, LLC


	
OHI Asset (FL) Lender, LLC


	
OHI Asset (FL), LLC


	
OHI Asset (GA) Moultrie, LLC


	
OHI Asset (GA) Snellville, LLC


	
OHI Asset (ID) Holly, LLC


	
OHI Asset (ID) Midland, LLC


	
OHI Asset (ID), LLC


	
OHI Asset (IL), LLC


	
OHI Asset (IN) American Village, LLC


	
OHI Asset (IN) Anderson, LLC


	
OHI Asset (IN) Beech Grove, LLC


	
OHI Asset (IN) Clarksville, LLC





 



    	 



    	 



    
 


 


	
OHI Asset (IN) Clinton, LLC


	
OHI Asset (IN) Connersville, LLC


	
OHI Asset (IN) Crown Point, LLC


	
OHI Asset (IN) Eagle Valley, LLC


	
OHI Asset (IN) Elkhart, LLC


	
OHI Asset (IN) Forest Creek, LLC


	
OHI Asset (IN) Fort Wayne, LLC


	
OHI Asset (IN) Franklin, LLC


	
OHI Asset (IN) Greensburg, LLC


	
OHI Asset (IN) Indianapolis, LLC


	
OHI Asset (IN) Jasper, LLC


	
OHI Asset (IN) Kokomo, LLC


	
OHI Asset (IN) Lafayette, LLC


	
OHI Asset (IN) Madison, LLC


	
OHI Asset (IN) Monticello, LLC


	
OHI Asset (IN) Noblesville, LLC


	
OHI Asset (IN) Rosewalk, LLC


	
OHI Asset (IN) Salem, LLC


	
OHI Asset (IN) Seymour, LLC


	
OHI Asset (IN) Spring Mill, LLC


	
OHI Asset (IN) Terre Haute, LLC


	
OHI Asset (IN) Wabash, LLC


	
OHI Asset (IN) Westfield, LLC


	
OHI Asset (IN) Zionsville, LLC


	
OHI Asset (LA), LLC


	
OHI Asset (MD), LLC


	
OHI Asset (MI) Heather Hills, LLC


	
OHI Asset (MI), LLC


	
OHI Asset (MO), LLC


	
OHI Asset (MS) Byhalia, LLC


	
OHI Asset (MS) Cleveland, LLC


	
OHI Asset (MS) Clinton, LLC


	
OHI Asset (MS) Columbia, LLC


	
OHI Asset (MS) Corinth, LLC


	
OHI Asset (MS) Greenwood, LLC


	
OHI Asset (MS) Grenada, LLC


	
OHI Asset (MS) Holly Springs, LLC


	
OHI Asset (MS) Indianola, LLC


	
OHI Asset (MS) Natchez, LLC


	
OHI Asset (MS) Picayune, LLC


	
OHI Asset (MS) Vicksburg, LLC


	
OHI Asset (MS) Yazoo City, LLC


	
OHI Asset (NC) Wadesboro, LLC


	
OHI Asset (OH) Lender, LLC


	
OHI Asset (OH), LLC


	
OHI Asset (OR) Portland, LLC





 



    	 



    	 



    
 


 


	
OHI Asset (PA), LLC


	
OHI Asset (SC) Aiken, LLC


	
OHI Asset (SC) Anderson, LLC


	
OHI Asset (SC) Easley Anne, LLC


	
OHI Asset (SC) Easley Crestview, LLC


	
OHI Asset (SC) Edgefield, LLC


	
OHI Asset (SC) Greenville Griffith, LLC


	
OHI Asset (SC) Greenville Laurens, LLC


	
OHI Asset (SC) Greenville North, LLC


	
OHI Asset (SC) Greer, LLC


	
OHI Asset (SC) Marietta, LLC


	
OHI Asset (SC) McCormick, LLC


	
OHI Asset (SC) Pickens East Cedar, LLC


	
OHI Asset (SC) Pickens Rosemond, LLC


	
OHI Asset (SC) Piedmont, LLC


	
OHI Asset (SC) Simpsonville SE Main, LLC


	
OHI Asset (SC) Simpsonville West Broad, LLC


	
OHI Asset (SC) Simpsonville West Curtis, LLC


	
OHI Asset (TN) Bartlett, LLC


	
OHI Asset (TN) Collierville, LLC


	
OHI Asset (TN) Memphis, LLC


	
OHI Asset (TX) Anderson, LLC


	
OHI Asset (TX) Bryan, LLC


	
OHI Asset (TX) Burleson, LLC


	
OHI Asset (TX) College Station, LLC


	
OHI Asset (TX) Comfort, LLC


	
OHI Asset (TX) Diboll, LLC


	
OHI Asset (TX) Granbury, LLC


	
OHI Asset (TX) Hondo, LLC


	
OHI Asset (TX) Italy, LLC


	
OHI Asset (TX) Winnsboro, LLC


	
OHI Asset (TX), LLC


	
OHI Asset (UT) Ogden, LLC


	
OHI Asset (UT) Provo, LLC


	
OHI Asset (UT) Roy, LLC


	
OHI Asset (VA) Charlottesville, LLC


	
OHI Asset (VA) Farmville, LLC


	
OHI Asset (VA) Hillsville, LLC


	
OHI Asset (VA) Rocky Mount, LLC


	
OHI Asset (WA) Battle Ground, LLC


	
OHI Asset CSB LLC


	
OHI Asset CSE – E, LLC


	
OHI Asset CSE – U, LLC


	
OHI Asset HUD CFG, LLC


	
OHI Asset HUD Delta, LLC


	
OHI Asset HUD SF CA, LLC





 



    	 



    	 



    
 


 


	
OHI Asset HUD SF, LLC


	
OHI Asset HUD WO, LLC


	
OHI Asset II (CA), LLC


	
OHI Asset II (FL), LLC


	
OHI Asset RO PMM Services, LLC


	
OHI Asset RO, LLC


	
OHI Asset, LLC


	
OHI Mezz Lender, LLC


	
Panama City Nursing Center LLC


	
Skyler Maitland LLC


	
Suwanee, LLC


	
Florida Real Estate Company, LLC


	
Pensacola Real Estate Holdings I, Inc.


	
Pensacola Real Estate Holdings II, Inc.


	
Pensacola Real Estate Holdings III, Inc.


	
Pensacola Real Estate Holdings IV, Inc.


	
Pensacola Real Estate Holdings V, Inc.


	
Skyler Pensacola, Inc.


	
OHI (Illinois), Inc.


	
OHI (Indiana), Inc.


	
OHI (Iowa), Inc.


	
Sterling Acquisition Corp.


	
48 High Point Road, LLC


	
Arizona Lessor - Infinia, Inc.


	
Bayside Street, Inc.


	
Colorado Lessor - Conifer, Inc.


	
Delta Investors I, LLC


	
Delta Investors II, LLC


	
Florida Lessor – Meadowview, Inc.


	
Georgia Lessor - Bonterra/Parkview, Inc.


	
Indiana Lessor – Wellington Manor, Inc.


	
OHI Asset (PA) Trust


	
OHI Asset II (PA) Trust


	
OHI Asset III (PA) Trust


	
OHI Asset IV (PA) Silver Lake Trust


	
OHI Tennessee, Inc.


	
Omega TRS I, Inc.


	
Texas Lessor – Stonegate GP, Inc.


	
Texas Lessor – Stonegate, Limited, Inc.


	
Texas Lessor – Stonegate, LP


	
Washington Lessor – Silverdale, Inc.


	
OHIMA, Inc.


	
1200 Ely Street Holdings Co. LLC


	
42235 County Road Holdings Co. LLC


	
Dixie White House Nursing Home, Inc.


	
Ocean Springs Nursing Home, Inc.





 



    	 



    	 



    
 


 


	
Skyler Boyington, Inc.


	
Skyler Florida, Inc.


	
Canton Health Care Land, Inc.


	
Colonial Gardens, LLC


	
Dixon Health Care Center, Inc.


	
Hutton I Land, Inc.


	
Hutton II Land, Inc.


	
Hutton III Land, Inc.


	
Leatherman 90-1, Inc.


	
Leatherman Partnership 89-1, Inc.


	
Leatherman Partnership 89-2, Inc.


	
Meridian Arms Land, Inc.


	
Orange Village Care Center, Inc.


	
St. Mary’s Properties, Inc.


	
The Suburban Pavilion, Inc.


	
Wilcare, LLC


	
Pavillion North Partners, Inc.


	
Pavillion North, LLP


	
Pavillion Nursing Center North, Inc.







OHI Asset (GA) Macon, LLC


OHI Asset (SC) Greenville, LLC


OHI Asset (SC) Orangeburg, LLC


OHI Asset (WV) Danville, LLC


OHI Asset (WV) Ivydale, LLC


OHI Mezz Lender, LLC



	
11900 East Artesia Boulevard, LLC


	
2400 Parkside Drive, LLC


	
Golden Hill Real Estate Company, LLC


	
1628 B Street, LLC


	
PV Realty–Willow Tree, LLC







 



    	 



    	 



    
 


Schedule II







NEW SUBSIDIARIES







Bala Cynwyd Real Estate, LP


Hot Springs Atrium Owner, LLC


Hot Springs Cottages Owner, LLC


Hot Springs Marina Owner, LLC


OHI Asset (OR) Troutdale, LLC


OHI Asset (PA) GP, LLC


OHI Asset (PA) West Mifflin, LP


OHI Asset (TN) Jefferson City, LLC


OHI Asset CHG ALF, LLC


OHI Asset Management, LLC


OHI Healthcare Properties Holdco, Inc.


OHI Healthcare Properties Limited Partnership, L.P.