Exhibit 4.1A


 


ELEVENTH SUPPLEMENTAL INDENTURE


(Senior Notes due 2020)







THIS ELEVENTH SUPPLEMENTAL INDENTURE (this “Eleventh Supplemental Indenture”) is dated as of February 14, 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 February 9, 2010 (as supplemented by that First Supplemental Indenture, dated June 23, 2010, that Second Supplemental Indenture, dated as of September 2, 2010, that Third Supplemental Indenture, dated as of January 13, 2011, that Fourth Supplemental Indenture, dated as of June 10, 2011, that Fifth Supplemental Indenture, dated as of July 2, 2012, that Sixth Supplemental Indenture, dated as of August 9, 2012, that Seventh Supplemental Indenture, dated as of September 24, 2012, that Eighth Supplemental Indenture, effective as of December 31, 2012, that Ninth Supplemental Indenture, dated as of August 1, 2013, and that Tenth Supplemental Indenture, dated as of October 23, 2013, 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 created 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.  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 Eleventh Supplemental Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation.  Each Holder of the Notes, by accepting and holding a Note, waives and releases all such liability.  Such waiver and release are part of the consideration for the issuance of the Notes.













	
4.    

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













	
5.    

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













	
6.    

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













	
7.    

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












[Remainder of Page Intentionally Left Blank]








    	  



    	 



    
 






IN WITNESS WHEREOF, the parties hereto have caused this Eleventh 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/ Daniel J. Booth 	 
	 	
Name: Daniel J. Booth

	 
	 	
Title: Chief Operating Officer and Secretary

	 
	 	 	 	 
	 	
On behalf of each of the New Subsidiaries or its sole member, named on the attached Schedule II













	 	 	 	 
	
 

	
By:  

	/s/ Daniel J. Booth  	 
	 	Name: Daniel J. Booth	 
	 	Title: Chief Operating Officer and Secretary	 
	 	 	 	 
	 	
U.S. BANK NATIONAL ASSOCIATION, 


as Trustee








	 	 	 	 
	
 

	
By:  

	/s/ Dave Ferrell 	 
	 	
Name: Dave Ferrell

	 
	 	
Title: Vice President

	 
	 	 	 	 





                                                 



    	  



    	 



    
 









Schedule I







SUBSIDIARY GUARANTORS







13922 Cerise Avenue, LLC


245 East Wilshire Avenue, LLC


3806 Clayton Road, LLC


637 East Romie Lane, LLC


523 Hayes Lane, LLC


1200 Ely Street Holdings Co. LLC


42235 County Road Holdings Co. LLC


2425 Teller Avenue, LLC


48 High Point Road, LLC


Arizona Lessor - Infinia, Inc.


Bayside Colorado Healthcare Associates, Inc.



Bayside Street II, Inc. (for itself and as successor by merger with Bayside Alabama Healthcare Second, Inc., Bayside Arizona Healthcare Second, Inc., and Bayside Colorado Healthcare Second, Inc.)





Bayside Street, Inc. (for itself and as successor by merger with Bayside Arizona Healthcare Associates, Inc., Bayside Indiana Healthcare Associates, Inc., Center Healthcare Associates, Inc., Heritage Texarkana Healthcare Associates, Inc., Pine Texarkana Healthcare Associates, Inc., Reunion Texarkana Healthcare Associates, Inc., San Augustine Healthcare Associates, Inc., South Athens Healthcare Associates, Inc., Waxahachie Healthcare Associates, Inc., and West Athens Healthcare Associates, Inc.)




Canton Health Care Land, Inc.


Carnegie Gardens LLC


CFG 2115 Woodstock Place LLC


Colonial Gardens, LLC


Colorado Lessor - Conifer, Inc.


CSE Blountville LLC


CSE Bolivar LLC


CSE Camden LLC


CSE Centennial Village


CSE Corpus North 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


Delta Investors I, LLC


Delta Investors II, LLC


Desert Lane, LLC


Dixon Health Care Center, Inc.


Encanto Senior Care, LLC


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


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


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. . (for itself and as successor by merger with Skilled Nursing – Herrin, Inc., and Skilled Nursing – Paris, Inc.)





Long Term Care Associates - Indiana, Inc. (for itself and as successor by merger with Skilled Nursing – Gaston, Inc., and Skilled Nursing – Hicksville, Inc.)





Long Term Care Associates - Texas, Inc. (for itself and as successor by merger with Cherry Street – Skilled Nursing, Inc., Dallas – Skilled Nursing, Inc. , Lake Park – Skilled Nursing, Inc., and Parkview – Skilled Nursing, 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  (for itself and as successor by merger with Copley Health Center, Inc. , Hanover House, Inc., House of Hanover, Ltd , and Baldwin Health Center, Inc.)




OHI Asset (PA) Trust


OHI Asset (PA), LLC


OHI Asset (SMS) Lender, Inc.


OHI Asset (TX), LLC


OHI Asset CSE-E, LLC (for itself and as successor by merger with CSE Crane LLC)


OHI Asset CSE-U, LLC (for itself and as successor by merger with CSE Anchorage 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 Texas, Inc.


OHI Sunshine, Inc.


OHI Tennessee, Inc. (formerly known as OHI of Kentucky, Inc.)


OHIMA, Inc.


Omega (Kansas), Inc.


Omega TRS I, Inc.


Orange Village Care Center, Inc.


OS Leasing Company


Panama City Nursing Center LLC


Pavillion North Partners, Inc.


Pavillion North, LLP


Pavillion Nursing Center North, Inc.


Skyler Maitland LLC


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.


 



    	  



    	 



    
 




 


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 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 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 (for itself and as successor by merger with CSE Dumas LLC, and CSE Logansport LLC)




OHI Asset CSB LLC


OHI Asset (FL) Lender, LLC


OHI Asset (MD), LLC


OHI Asset HUD CFG, LLC


OHI Asset HUD WO, LLC


OHI Asset HUD SF, LLC


OHI Asset (IN) Greensburg, LLC


OHI Asset (IN) Indianapolis, LLC


OHI Asset (IN) Wabash, LLC


OHI Asset (IN) Westfield, LLC


OHI Asset (IN) American Village, LLC


OHI Asset (IN) Beech Grove, LLC


OHI Asset (IN) Eagle Valley, LLC


OHI Asset (IN) Anderson, LLC


OHI Asset (IN) Forest Creek, LLC


OHI Asset (IN) Franklin, LLC


OHI Asset (IN) Fort Wayne, LLC


OHI Asset (IN) Monticello, LLC


OHI Asset (IN) Kokomo, LLC


 



    	  



    	 



    
 




 


OHI Asset (IN) Elkhart, LLC


OHI Asset (IN) Clarksville, LLC


OHI Asset (IN) Noblesville, LLC


OHI Asset (IN) Rosewalk, LLC


OHI Asset (IN) Lafayette, LLC


OHI Asset (IN) Spring Mill, LLC


OHI Asset (IN) Terre Haute, LLC


OHI Asset (IN) Zionsville, LLC


OHI Asset (TX) Hondo, LLC


OHI Asset HUD SF CA, LLC


OHI Asset (MI) Heather Hills, LLC


OHI Asset (IN) Crown Point, LLC


OHI Asset (IN) Madison, LLC


OHI Asset HUD Delta, LLC


CSE Pine View LLC


Dixie White House Nursing Home, Inc.


Ocean Springs Nursing Home, Inc.


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 Boyington, Inc.


Skyler Florida, Inc.


Skyler Pensacola, Inc.


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) Mena, LLC


OHI Asset (AR) Malvern, LLC


OHI Asset (AR) Pocahontas, LLC


OHI Asset (AR) Sheridan, LLC


OHI Asset (AR) Walnut Ridge, LLC


OHI Asset (FL) Lake Placid, LLC


OHI Asset RO, LLC










	
Note:

	
The following former Subsidiary Guarantors have merged with and into the Issuer (with the Issuer being the surviving entity), as a result of which, pursuant to Section 10.04 of the Indenture, they have ceased to be Subsidiary Guarantors:













	
  

	
OHI Asset (IN), LLC








	
  

	
OHI Asset (MI/NC), LLC








	
  

	
OHI Asset (OH) New Philadelphia, LLC







 



    	  



    	 



    
 




 



	
  

	
OHI Asset Essex (OH), LLC








	
  

	
OHI (Florida), Inc.








	
  

	
OHI Sunshine, Inc.








	
  

	
Long Term Care Associates – Illinois, Inc. (for itself and as successor by merger with Skilled Nursing – Herrin, Inc., and Skilled Nursing – Paris, Inc.)








	
  

	
Long Term Care Associates – Indiana, Inc.. (for itself and as successor by merger with Skilled Nursing – Gaston, Inc., and Skilled Nursing – Hicksville, Inc.)








	
  

	
OHI (Kansas), Inc.








	
  

	
Omega (Kansas), Inc.








	
  

	
OS Leasing Company








	
  

	
Sterling Acquisition Corp. II








	
  

	
Florida Lessor – Crystal Springs, Inc.








	
  

	
Florida Lessor – Emerald, Inc.








	
  

	
Florida Lessor – Lakeland, Inc.








	
  

	
Indiana Lessor – Jeffersonville, Inc.








	
  

	
Jefferson Clark, Inc.








	
  

	
OHI Asset (SMS) Lender, Inc.








	
  

	
OHI of Texas, Inc.








	
  

	
Texas Lessor – Treemont, Inc.








	
  

	
Long Term Care – Michigan, Inc.








	
  

	
Long Term Care – North Carolina, Inc.








	
  

	
Long Term Care Associates – Texas, Inc. (for itself and as successor by merger with Cherry Street – Skilled Nursing, Inc., Dallas – Skilled Nursing, Inc., Lake Park – Skilled Nursing, Inc., and Parkview – Skilled Nursing, Inc.)













    	  



    	 



    
 




 


Schedule II







NEW SUBSIDIARIES


 



	
OHI Asset (GA) Moultrie, LLC


	
OHI Asset (GA) Snellville, LLC


	
OHI Asset (ID) Holly, LLC


	
OHI Asset (ID) Midland, LLC


	
OHI Asset (IN) Connersville, 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 (OR) Portland, 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) Italy, LLC


	
OHI Asset (TX) Winnsboro, 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 (IN) Clinton, LLC


OHI Asset (IN) Jasper, LLC


OHI Asset (IN) Salem, LLC


OHI Asset (IN) Seymour, LLC


OHI Asset RO PMM Services, LLC


OHI Asset (AZ) Austin House, LLC