FIRST SUPPLEMENTAL INDENTURE
(Senior Notes due 2029)
THIS FIRST SUPPLEMENTAL INDENTURE (this “First Supplemental Indenture”) is dated as of October 30, 2020, among OMEGA HEALTHCARE INVESTORS, INC., a Maryland corporation (the “Issuer”), OHI HEALTHCARE PROPERTIES LIMITED PARTNERSHIP, a Delaware limited partnership, as the sole Subsidiary Guarantor (the “Subsidiary Guarantor”), 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 Guarantor have heretofore executed and delivered to the Trustee an Indenture, dated as of September 20, 2019 (the “Indenture”) providing for the issuance of the Issuer’s 3.625% Senior Notes due 2029 (the “Notes”);
WHEREAS, Section 9.01(a)(7) 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 to conform the Indenture, the Notes or the Subsidiary Guarantees to the “Description of the Notes” section of the Prospectus Supplement of the Issuer relating to the Notes dated September 17, 2019 (the “Description of the Notes”);
WHEREAS, the Issuer and the Subsidiary Guarantor desire to amend the Indenture as hereafter set forth, in order to conform the provisions of the Indenture so modified to the corresponding provisions in the Description of the Notes, and the Trustee is willing to execute and deliver this First Supplemental Indenture on the terms hereinafter set forth.
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 Guarantor and the Trustee mutually covenant and agree as follows:
|1.||CAPITALIZED TERMS. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.|
|2.||AMENDMENTS TO THE INDENTURE. |
Section 4.09 of the Indenture, Limitation on Issuances of Guarantees by Subsidiaries, is hereby amended by inserting the word “unsecured” immediately before the word “Indebtedness” in the third line, such that said Section will hereafter read as follows: