Omega Healthcare Investors 8K Entry into a Material Definitive Agreement | OHI 4 Apr 17

Exhibit 4.1

OMEGA HEALTHCARE INVESTORS, INC.,

as Issuer,

the SUBSIDIARY GUARANTORS named herein,

as Subsidiary Guarantors,

and

U.S. BANK NATIONAL ASSOCIATION,

as Trustee

INDENTURE

Dated as of April 4, 2017

4.750% Senior Notes due 2028

CROSS-REFERENCE TABLE

Trust Indenture Act Section		Indenture Section
310 (a)(1)		7.10
(a)(2)		7.10
(a)(3)		N.A.
(a)(4)		N.A.
(a)(5)		7.08; 7.10
(b)		7.08; 7.10
(c)		N.A.
311 (a)		7.11
(b)		7.11
(c)		N.A.
312 (a)		2.05
(b)		11.03
(c)		11.03
313 (a)		7.06
(b)(1)		7.06
(b)(2)		7.06; 7.07
(c)		7.06; 11.02
(d)		7.06
314 (a)		4.05; 4.10; 11.02; 11.05
(b)		N.A.
(c)(1)		7.02; 11.04; 11.05
(c)(2)		7.02; 11.04; 11.05
(c)(3)		N.A.
(d)		N.A.
(e)		11.05
(f)		N.A.
315 (a)		7.01(b); 7.02(b)
(b)		7.05; 11.02
(c)		7.01
(d)		6.05; 7.01(c)
(e)		6.11
316 (a) (last sentence)		2.09
(a)(1)(A)		6.05
(a)(1)(B)		6.04
(a)(2)		N.A.
(b)		6.07
(c)		9.04
317 (a)(1)		6.08
(a)(2)		6.09
(b)		2.04
318 (a)		11.01
(c)		11.01

N.A. means Not Applicable

Note: This Cross-Reference Table shall not, for any purpose, be deemed to be a part of this Indenture.

TABLE OF CONTENTS

		Page

ARTICLE One

DEFINITIONS AND INCORPORATION BY REFERENCE

SECTION 1.01.	Definitions	1
SECTION 1.02.	Other Definitions	13
SECTION 1.03.	Incorporation by Reference of Trust Indenture Act	13
SECTION 1.04.	Rules of Construction	13

ARTICLE Two

THE NOTES

SECTION 2.01.	Form and Dating	14
SECTION 2.02.	Execution, Authentication and Denomination; Additional Notes	15
SECTION 2.03.	Registrar and Paying Agent	16
SECTION 2.04.	Paying Agent To Hold Assets in Trust	17
SECTION 2.05.	Holder Lists	17
SECTION 2.06.	Transfer and Exchange	17
SECTION 2.07.	Replacement Notes	18
SECTION 2.08.	Outstanding Notes	18
SECTION 2.09.	Treasury Notes	19
SECTION 2.10.	Temporary Notes	19
SECTION 2.11.	Cancellation	19
SECTION 2.12.	Defaulted Interest	19
SECTION 2.13.	CUSIP and ISIN Numbers	20
SECTION 2.14.	Deposit of Moneys	20
SECTION 2.15.	Book-Entry Provisions for Global Notes	20

ARTICLE Three

REDEMPTION

SECTION 3.01.	Notices to Trustee	22
SECTION 3.02.	Selection of Notes To Be Redeemed	22
SECTION 3.03.	Notice of Redemption	22
SECTION 3.04.	Effect of Notice of Redemption	23
SECTION 3.05.	Deposit of Redemption Price	23
SECTION 3.06.	Notes Redeemed in Part	24

ARTICLE Four

COVENANTS

SECTION 4.01.	Payment of Notes	24
SECTION 4.02.	Maintenance of Office or Agency	24
SECTION 4.03.	Corporate Existence	25
SECTION 4.04.	Payment of Taxes	25
SECTION 4.05.	Compliance Certificate; Notice of Default	25
SECTION 4.06.	Waiver of Stay, Extension or Usury Laws	26
SECTION 4.07.	Limitation on Indebtedness	26
SECTION 4.08.	Maintenance of Total Unencumbered Assets	27
SECTION 4.09.	Limitation on Issuances of Guarantees by Subsidiaries	27
SECTION 4.10.	Reports to Holders	27

ARTICLE Five

SUCCESSOR CORPORATION

SECTION 5.01.	Consolidation, Merger and Sale of Assets	27

ARTICLE Six

DEFAULT AND REMEDIES

SECTION 6.01.	Events of Default	29
SECTION 6.02.	Acceleration	30
SECTION 6.03.	Other Remedies	31
SECTION 6.04.	Waiver of Past Defaults	32
SECTION 6.05.	Control by Majority	32
SECTION 6.06.	Limitation on Suits	32
SECTION 6.07.	Rights of Holders To Receive Payment	33
SECTION 6.08.	Collection Suit by Trustee	33
SECTION 6.09.	Trustee May File Proofs of Claim	33
SECTION 6.10.	Priorities	34
SECTION 6.11.	Undertaking for Costs	34

ARTICLE Seven

TRUSTEE

SECTION 7.01.	Duties of Trustee	34
SECTION 7.02.	Rights of Trustee	35
SECTION 7.03.	Individual Rights of Trustee	37
SECTION 7.04.	Trustee’s Disclaimer	37
SECTION 7.05.	Notice of Default	37
SECTION 7.06.	Reports by Trustee to Holders	37

SECTION 7.07.	Compensation and Indemnity	38
SECTION 7.08.	Replacement of Trustee	39
SECTION 7.09.	Successor Trustee by Merger, Etc.	40
SECTION 7.10.	Eligibility; Disqualification	40
SECTION 7.11.	Preferential Collection of Claims Against the Issuer	40

ARTICLE Eight

DISCHARGE OF INDENTURE; DEFEASANCE

SECTION 8.01.	Termination of the Issuer’s Obligations	40
SECTION 8.02.	Legal Defeasance and Covenant Defeasance	41
SECTION 8.03.	Conditions to Legal Defeasance or Covenant Defeasance	43
SECTION 8.04.	Application of Trust Money	44
SECTION 8.05.	Repayment to the Issuer	44
SECTION 8.06.	Reinstatement	44

ARTICLE Nine

AMENDMENTS, SUPPLEMENTS AND WAIVERS

SECTION 9.01.	Without Consent of Holders	45
SECTION 9.02.	With Consent of Holders	46
SECTION 9.03.	Compliance with the Trust Indenture Act	47
SECTION 9.04.	Revocation and Effect of Consents	47
SECTION 9.05.	Notation on or Exchange of Notes	48
SECTION 9.06.	Trustee To Sign Amendments, Etc.	48

ARTICLE Ten

SUBSIDIARY GUARANTEE

SECTION 10.01.	Guarantee	48
SECTION 10.02.	Limitation on Subsidiary Guarantor Liability	49
SECTION 10.03.	Execution and Delivery of Subsidiary Guarantee	50
SECTION 10.04.	Release of a Subsidiary Guarantor	50

ARTICLE Eleven

MISCELLANEOUS

SECTION 11.01.	Trust Indenture Act Controls	51
SECTION 11.02.	Notices	51
SECTION 11.03.	Communications by Holders with Other Holders	52
SECTION 11.04.	Certificate and Opinion as to Conditions Precedent	53
SECTION 11.05.	Statements Required in Certificate or Opinion	53
SECTION 11.06.	Rules by Paying Agent or Registrar	53
SECTION 11.07.	Legal Holidays	53

iii

SECTION 11.08.	Governing Law	54
SECTION 11.09.	No Adverse Interpretation of Other Agreements	54
SECTION 11.10.	No Recourse Against Others	54
SECTION 11.11.	Successors	54
SECTION 11.12.	Duplicate Originals	54
SECTION 11.13.	Severability	54

SIGNATURES		S-1

Exhibit A	-	Form of Note
Exhibit B	-	Form of Legends
Exhibit C	-	Form of Notation of Subsidiary Guarantee

Note: This Table of Contents shall not, for any purpose, be deemed to be part of this Indenture.

INDENTURE dated as of April 4, 2017 among Omega Healthcare Investors, Inc., a Maryland corporation (the “Issuer”), each of the Subsidiary Guarantors named herein, as Subsidiary Guarantors, 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”).

The Issuer has duly authorized the creation of an issue of 4.750% Senior Notes due 2028 and, to provide therefor, the Issuer and the Subsidiary Guarantors have duly authorized the execution and delivery of this Indenture. All things necessary to make the Notes, when duly issued and executed by the Issuer and authenticated and delivered hereunder, the valid and binding obligations of the Issuer and to make this Indenture a valid and binding agreement of the Issuer and the Subsidiary Guarantors have been done.

THIS INDENTURE WITNESSETH

For and in consideration of the premises and the purchase of the Notes by the Holders thereof, the parties hereto covenant and agree, for the equal and proportionate benefit of all Holders, as follows:

ARTICLE One

DEFINITIONS AND INCORPORATION BY REFERENCE

SECTION 1.01. Definitions.

Set forth below are certain defined terms used in this Indenture.

“Acquired Indebtedness” means Indebtedness of a Person existing at the time such Person becomes a Subsidiary or that is assumed in connection with an Asset Acquisition from such Person by a Subsidiary and not incurred by such Person in connection with, or in anticipation of, such Person becoming a Subsidiary or such Asset Acquisition;provided, however, that Indebtedness of such Person that is redeemed, defeased, retired or otherwise repaid at the time of or immediately upon consummation of the transactions by which such Person becomes a Subsidiary or such Asset Acquisition shall not be Acquired Indebtedness.

“Adjusted Consolidated Net Income” means, for any period, the aggregate net income (or loss) (before giving effect to cash dividends on preferred stock of the Issuer or charges resulting from the redemption of preferred stock of the Issuer) of the Issuer and its Subsidiaries for such period determined on a consolidated basis in conformity with GAAP;provided, however, that the following items shall be excluded in computing Adjusted Consolidated Net Income, without duplication:

(1) the net income of anyPerson, other than theIssuer oraSubsidiary, except to the extent of the amount of dividendsorother distributions actually paid to theIssuer orany of itsSubsidiariesby suchPersonduring such period;

(2) the net income of anySubsidiaryto the extent that the declarationorpayment of dividendsorsimilar distributions by suchSubsidiaryof such net income is not at the time permitted by the operation of the terms of its charterorany agreement, instrument, judgment, decree, order, statute, rule orgovernmental regulation applicable to suchSubsidiary;

(3) any after-tax gainsorlosses attributable to asset sales; and

(4) all extraordinary gains and extraordinary losses.

“Adjusted Total Assets” means, for any Person, the sum of:

(1) Total Assetsfor suchPersonas of the end of the fiscal quarter preceding theTransaction Dateas set forth on the most recent quarterlyorannual consolidated balance sheet of theIssuerand itsSubsidiaries, prepared in conformity withGAAPand filed with theSEC or providedto theTrusteepursuant to Section 4.10; and

(2) any increase inTotal Assetsfollowing the end of such quarterincluding, without limitation, any increase inTotal Assetsresulting from the application of the proceeds of any additionalIndebtedness.

“Affiliate” means, as applied to any Person, any other Person directly or indirectly controlling, controlled by, or under direct or indirect common control with, such Person. For purposes of this definition, “control” (including, with correlative meanings, the terms “controlling,” “controlled by” and “under common control with”), as applied to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by contract or otherwise.

��Agent” means any Registrar or Paying Agent.

“amend” means to amend, supplement, restate, amend and restate or otherwise modify, including successively; and “amendment” shall have a correlative meaning.

“Asset Acquisition” means:

(1) aninvestmentby theIssuer orany of itsSubsidiariesin any otherPersonpursuant to which suchPersonshall become aSubsidiary orshall be merged intoorconsolidated with theIssuer orany of itsSubsidiaries;provided, however, that suchPerson’s primary business is related, ancillary, incidentalorcomplementary to the businesses of theIssuer orany of itsSubsidiarieson the date of suchinvestment;or

(2) an acquisition by theIssuer orany of itsSubsidiariesfrom any otherPersonof assets that constitute substantially all of a divisionorline of business,oroneormore healthcare properties, of suchPerson;provided, however, that the assets and properties acquired are related, ancillary, incidentalorcomplementary to the businesses of theIssuer orany of itsSubsidiarieson the date of such acquisition.

“Asset Disposition” means the sale or other disposition by the Issuer or any of its Subsidiaries, other than to the Issuer or another Subsidiary, of:

(1) allorsubstantially all of theCapital Stockof anySubsidiary;or

(2) allorsubstantially all of the assets that constitute a divisionorline of business,oroneormore healthcare properties, of theIssuer orany of itsSubsidiaries.

“Bankruptcy Law” means Title 11 of the United States Code, as amended, or any insolvency or other similar federal or state law for the relief of debtors.

“Board of Directors” means, as to any Person, the board of directors (or similar governing body) of such Person or any duly authorized committee thereof.

“Board Resolution” means, with respect to any Person, a copy of a resolution certified by the Secretary or an Assistant Secretary of such Person to have been duly adopted by the Board of Directors of such Person and to be in full force and effect on the date of such certification, and delivered to the Trustee.

“Business Day” means a day other than a Saturday, Sunday or other day on which banking institutions in New York or Maryland are authorized or required by law to close.

“Capital Stock” means, with respect to any Person, any and all shares, interests, participations or other equivalents (however designated, whether voting or non-voting), including partnership interests, whether general or limited, in the equity of such Person, whether outstanding on the Closing Date or issued thereafter, including, without limitation, all Common Stock and Preferred Stock.

“Capitalized Lease” means, as applied to any Person, any lease of any property, whether real, personal or mixed, of which the discounted present value of the rental obligations of such Person as lessee, in conformity with GAAP, is required to be capitalized on the balance sheet of such Person.

“Capitalized Lease Obligations” means the discounted present value of the rental obligations under a Capitalized Lease as reflected on the balance sheet of such Person as determined in conformity with GAAP.

“Closing Date” means April 4, 2017.

“Common Stock” means, with respect to any Person, any and all shares, interests, participations or other equivalents (however designated, whether voting or non-voting) that have no preference on liquidation or with respect to distributions over any other class of Capital Stock, including partnership interests, whether general or limited, of such Person’s equity, whether outstanding on the Closing Date or issued thereafter, including, without limitation, all series and classes of common stock.

“Consolidated EBITDA” means, for any period, Adjusted Consolidated Net Income for such periodplus amounts which have been deducted andminus amounts which have been added for, without duplication:

(1) Consolidated Interest Expense;

(2) provision for taxes based on income;

(3) impairment losses and gains on salesorother dispositions of properties and otherInvestments;

(4) real estate related depreciation and amortization expense;

(5) the effect of any non-recurring, non-cash items;

(6) amortization of deferred charges;

(7) gainsorlosses on early extinguishment ofIndebtedness; and

(8) acquisition expenses;

all as determined on a consolidated basis for the Issuer and its Subsidiaries in conformity with GAAP;provided, however, that, if any Subsidiary is not a Wholly Owned Subsidiary, Consolidated EBITDA shall be reduced (to the extent not already reduced in Adjusted Consolidated Net Income or otherwise reduced in accordance with GAAP) by an amount equal to:

(x) the amount of the Adjusted Consolidated Net Income attributable to such Subsidiarymultiplied by

(y) the percentage ownership interest in the income of such Subsidiary not owned on the last day of such period by the Issuer or any of its Subsidiaries.

“Consolidated Interest Expense” means, for any period, the aggregate amount of interest expense in respect of Indebtedness of the Issuer and the Subsidiaries during such period, all as determined on a consolidated basis in conformity with GAAP including, without limitation (without duplication):

(1) amortization of debt issuance costs, debt discountorpremium and other financing fees and expenses;

(2) theinterestportion of any deferred payment obligations;

(3) all commissions, discounts and other fees and expenses owed with respect to letters of credit and bankers’ acceptance financing;

(4) the net costs associated withInterest Rate AgreementsandIndebtednessthat isGuaranteed orsecured by assets of theIssuer orany of itsSubsidiaries; and

(5) all but theprincipalcomponent of rentals in respect ofCapitalized Lease Obligationspaid, accruedorscheduled to be paidorto be accrued by theIssuerand itsSubsidiaries;

excluding, to the extent included in interest expense above, the amount of such interest expense of any Subsidiary if the net income of such Subsidiary is excluded in the calculation of Adjusted Consolidated Net Income pursuant to clause (2) of the definition thereof (but only in the same proportion as the net income of such Subsidiary is excluded from the calculation of Adjusted Consolidated Net Income pursuant to clause (2) of the definition thereof), as determined on a consolidated basis in conformity with GAAP.

“Corporate Trust Office” means the corporate trust office of the Trustee located at Two Midtown Plaza, 1349 W. Peachtree Street, NW, Suite 1050, EX-GA-ATPT, Atlanta, Georgia 30309, Attention: Corporate Trust Department, or such other office, designated by the Trustee by written notice to the Issuer, at which at any particular time its corporate trust business shall be administered.

“Custodian” means any receiver, trustee, assignee, liquidator or similar official under any Bankruptcy Law.

“Default” means any event that is, or after notice or passage of time or both would be, an Event of Default.

“Depository” means The Depository Trust Company, New York, New York, or a successor thereto registered under the Exchange Act or other applicable statute or regulation.

“Disqualified Stock” means any class or series of Capital Stock of any Person that by its terms or otherwise is:

(1) required to be redeemed prior to theStated Maturityof theNotes,

(2) redeemable at the option of theholderof such classorseries ofCapital Stock, at any time prior to theStated Maturityof theNotes,or

(3) convertible intoorexchangeable forCapital Stockreferred to in clause (1) or (2) aboveor Indebtednesshaving a scheduled maturity prior to theStated Maturityof theNotes;

provided, however, that any Capital Stock that would not constitute Disqualified Stock but for customary provisions thereof giving holders thereof the right to require such Person to repurchase or redeem such Capital Stock upon the occurrence of an “asset sale” or “change of control” occurring prior to the Stated Maturity of the Notes shall not constitute Disqualified Stock.

“Exchange Act” means the Securities Exchange Act of 1934, as amended, or any successor statute or statutes thereto.

“Existing Note Indentures” means the indenture governing the Issuer’s 4.375% senior notes due 2023, the indenture governing the Issuer’s 5.875% senior notes due 2024, the indenture governing the Issuer’s 4.950% senior notes due 2024, the indenture governing the Issuer’s 4.500% senior notes due 2025, the indenture governing the Issuer’s 5.250% senior notes due 2026 and the indenture governing the Issuer’s 4.500% senior notes due 2027 (each an “Existing Note Indenture”), as each such Existing Note Indenture may be supplemented from time to time.

“Fair Market Value” means the price that would be paid in an arm’s-length transaction between an informed and willing seller under no compulsion to sell and an informed and willing buyer under no compulsion to buy, as determined in good faith by the Board of Directors of the Issuer, whose determination shall be conclusive if evidenced by a Board Resolution.

“GAAP” means generally accepted accounting principles in the United States of America as in effect as of the date of this indenture, including, without limitation, those set forth in the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or in such other statements by such other entity as approved by a significant segment of the accounting profession. Except as otherwise specifically provided in this Indenture, all terms of an accounting or financial nature and all ratios and computations contained or referred to in this Indenture shall be computed in conformity with GAAP applied on a consistent basis.

“Guarantee” means any obligation, contingent or otherwise, of any Person directly or indirectly guaranteeing any Indebtedness of any other Person and, without limiting the generality of the foregoing, any obligation, direct or indirect, contingent or otherwise, of such Person:

(1) to purchaseorpay (oradvanceorsupply funds for the purchaseorpayment of) suchIndebtednessof such otherPerson(whether arising by virtue of partnership arrangements,orby agreements to keep-well, to purchase assets, goods, securitiesorservices (unless such purchase arrangements are on arm’s-length terms and are entered into in the ordinary course of business), to take-or-pay,orto maintain financial statement conditionsorotherwise);or

(2) entered into for purposes of assuring in any other manner the obligee of suchIndebtednessof the payment thereoforto protect such obligee against loss in respect thereof (in wholeorin part);

provided, however, that the term “Guarantee” shall not include endorsements for collection or deposit in the ordinary course of business. The term “Guarantee” used as a verb has a corresponding meaning.

“Holder” means any registered holder, from time to time, of the Notes.

“Incur” means, with respect to any Indebtedness, to incur, create, issue, assume, Guarantee or otherwise become liable for or with respect to, or become responsible for, the

payment of, contingently or otherwise, such Indebtedness, including an “Incurrence” of Acquired Indebtedness;provided, however, that neither the accrual of interest nor the accretion of original issue discount shall be considered an Incurrence of Indebtedness.

“Indebtedness” means, with respect to any Person at any date of determination (without duplication):

(1) allindebtednessof suchPersonfor borrowed money;

(2) all obligations of suchPersonevidenced by bonds, debentures,notes orother similar instruments;

(3) the face amount of letters of creditorother similar instruments,excludingobligations with respect to letters of credit (includingtrade letters of credit) securing obligations (other than obligations described in(1) or (2) aboveor (4), (5) or(6) below) entered into in the ordinary course of business of suchPersonto the extent such letters of credit are not drawn uponor, if drawn upon, to the extent such drawing is reimbursed no later than the thirdBusiness Dayfollowing receipt by suchPersonof a demand for reimbursement;

(4) all unconditional obligations of suchPersonto pay amounts representing the balance deferred and unpaid of the purchase price of any property (which purchase price is due more than six months after the date of placing such property in serviceortaking delivery and title thereto), except any such balance that constitutes an accrued expenseor Trade Payable;

(5) allCapitalized Lease Obligations;

(6) allIndebtednessof otherPersonssecured by aLienon any asset of suchPerson, whetherornot suchIndebtednessis assumed by suchPerson;provided, however, that the amount of suchIndebtednessshall be the lesser of (A) theFair Market Valueof such asset at that date of determination and (B) the amount of suchIndebtedness;

and also includes, to the extent not otherwise included, any non-contingent obligation of such Person to be liable for, or to pay, as obligor, guarantor or otherwise (other than for purposes of collection in the ordinary course of business), Indebtedness of the types referred to in items (1) through (6) above of another Person (it being understood that Indebtedness shall be deemed to be Incurred by such Person whenever such Person shall create, assume, guarantee (on a non-contingent basis) or otherwise become liable in respect thereof). In addition,

(1) the amountoutstandingat any time of anyIndebtednessissued with original issue discount shall be deemed to be the face amount with respect to suchIndebtednessless the remaining unamortized portion of the original issue discount of suchIndebtednessat the date of determination in conformity withGAAP, and

(2) Indebtednessshall not include any liability for federal, state, localorother taxes.

“Indenture” means this Indenture, as amended or supplemented from time to time in accordance with the terms hereof.

“interest” means, with respect to the Notes, interest on the Notes.

“Interest Coverage Ratio” means, on any Transaction Date, the ratio of:

(x) the aggregate amount of Consolidated EBITDA for the then most recent four fiscal quarters prior to such Transaction Date for which reports have been filed with the SEC or provided to the Trustee pursuant to Section 4.10 (“Four Quarter Period”) to

(y) the aggregate Consolidated Interest Expense during such Four Quarter Period.

In making the foregoing calculation,

(1) pro forma effect shall be given to anyIndebtedness Incurred orrepaid (other than in connection with anAsset Acquisition or Asset Disposition) during the period (“Reference Period”) commencing on the first day of theFour Quarter Periodand ending on theTransaction Date(other thanIndebtedness Incurred orrepaid under a revolving creditorsimilar arrangement), in each case as if suchIndebtednesshad beenIncurred orrepaid on the first day of suchReference Period;

(2) Consolidated Interest Expenseattributable tointereston anyIndebtedness(whether existingorbeingIncurred) computed on apro forma basis and bearing a floatinginterestrate shall be computed as if the rate in effect on theTransaction Date(taking into account anyInterest Rate Agreementapplicable to suchIndebtednessif suchInterest Rate Agreementhas a remaining term in excess of 12 monthsor, if shorter, at least equal to the remaining term of suchIndebtedness) had been the applicable rate for the entire period;

(3) pro forma effect shall be given toAsset DispositionsandAsset AcquisitionsandInvestments(includinggivingpro forma effect to the application of proceeds of anyAsset Dispositionand anyIndebtedness Incurred orrepaid in connection with any suchAsset Acquisitions or Asset Dispositions) that occur during suchReference Periodbut subsequent to the end of the relatedFour Quarter Periodas if they had occurred and such proceeds had been applied on the first day of suchReference Period; and

(4) pro forma effect shall be given to asset dispositions and asset acquisitions (includinggivingpro forma effect to (i) the application of proceeds of anyasset dispositionand anyIndebtedness Incurred orrepaid in connection with any such asset acquisitionsorasset dispositions and (ii) expense and cost reductions calculated on a basis consistent with Regulation S-X under theExchange Act) that have been made by anyPersonthat has become aSubsidiary orhas been merged withorinto theIssuer orany of itsSubsidiariesduring suchReference Periodbut subsequent to the end of the relatedFour Quarter Periodand that would have constituted asset dispositionsorasset acquisitions during suchReference Periodbut subsequent to the end of the relatedFour

Quarter Periodhad such transactions occurred when suchPersonwas aSubsidiaryas if such asset dispositionsorasset acquisitions wereAsset Dispositions or Asset Acquisitionsand had occurred on the first day of suchReference Period;

provided, however, that to the extent that clause (3) or (4) of this paragraph requires thatpro forma effect be given to an Asset Acquisition or Asset Disposition or asset acquisition or asset disposition, as the case may be, suchpro forma calculation shall be based upon the four full fiscal quarters immediately preceding the Transaction Date of the Person, or division or line of business, or one or more healthcare properties, of the Person that is acquired or disposed of to the extent that such financial information is available.

“Interest Payment Date” means the Stated Maturity of an installment of interest on the Notes.

“Interest Rate Agreement” means any interest rate protection agreement, interest rate future agreement, interest rate option agreement, interest rate swap agreement, interest rate cap agreement, interest rate collar agreement, interest rate hedge agreement, option or future contract or other similar agreement or arrangement with respect to interest rates.

“Investment” in any Person means any direct or indirect advance, loan or other extension of credit (including, without limitation, by way of Guarantee or similar arrangement, but excluding advances to customers in the ordinary course of business that are, in conformity with GAAP, recorded as accounts receivable on the consolidated balance sheet of the Issuer and its Subsidiaries) or capital contribution to (by means of any transfer of cash or other property (tangible or intangible) to others or any payment for property or services solely for the account or use of others, or otherwise), or any purchase or acquisition of Capital Stock, bonds, notes, debentures or other similar instruments issued by, such Person.

“Lien” means any mortgage, pledge, security interest, encumbrance, lien or charge of any kind (including, without limitation, any conditional sale or other title retention agreement or lease in the nature thereof or any agreement to give any security interest).

“Notes” means, collectively, the Issuer’s 4.750% Senior Notes due 2028 issued in accordance with Section 2.02 (whether issued on the Closing Date, issued as Additional Notes, or otherwise issued after the Closing Date) treated as a single class of securities under this Indenture, as amended or supplemented from time to time in accordance with the terms of this Indenture.

“Officer” means any of the following of the Issuer or a Subsidiary Guarantor, as applicable: the Chairman of the Board of Directors, the Chief Executive Officer, the Chief Financial Officer, the President, any Vice President, the Treasurer or the Secretary.

“Officers’ Certificate” means a certificate signed by two Officers.

“Opinion of Counsel” means a written opinion from legal counsel who is reasonably acceptable to the Trustee. The counsel may be an employee of, or counsel to, the Issuer, a Subsidiary Guarantor or the Trustee.

“Person” means any individual, corporation, partnership, limited liability company, joint venture, incorporated or unincorporated association, joint-stock company, trust, unincorporated organization or government or other agency or political subdivision thereof or other entity of any kind.

“Preferred Stock” means, with respect to any Person, any and all shares, interests, participations or other equivalents (however designated, whether voting or non-voting) that have a preference on liquidation or with respect to distributions over any other class of Capital Stock, including preferred partnership interests, whether general or limited, or such Person’s preferred or preference stock, whether outstanding on the Closing Date or issued thereafter, including, without limitation, all series and classes of such preferred or preference stock.

“principal” means, with respect to the Notes, the principal of and premium, if any, on the Notes.

“Prospectus Supplement” means the prospectus supplement, dated March 28, 2017, relating to the offering of the Notes.

“Record Date” means the applicable Record Date specified in the Notes;provided,however, that if any such date is not a Business Day, the Record Date shall be the first day immediately succeeding such specified day that is a Business Day.

“redeem” means to redeem, repurchase, purchase, defease, retire, discharge or otherwise acquire or retire for value; and “redemption” shall have a correlative meaning;provided,however, that this definition shall not apply for purposes of Section 5 of the Notes or Article Three.

“Redemption Date,” when used with respect to any Note to be redeemed, means the date fixed for such redemption pursuant to this Indenture and the Notes.

“Redemption Price,” when used with respect to any Note to be redeemed, means the price fixed for such redemption, payable in immediately available funds, pursuant to this Indenture and the Notes.

“Responsible Officer” means, when used with respect to the Trustee, any officer in the Corporate Trust Office of the Trustee to whom any corporate trust matter is referred because of such officer’s knowledge of and familiarity with the particular subject and shall also mean any officer who shall have direct responsibility for the administration of this Indenture.

“SEC” means the U.S. Securities and Exchange Commission.

“Secured Indebtedness” means any Indebtedness secured by a Lien upon the property of the Issuer or any of its Subsidiaries.

“Securities Act” means the U.S. Securities Act of 1933, as amended, or any successor statute or statutes thereto.

“Significant Subsidiary,” with respect to any Person, means any subsidiary of such Person that satisfies the criteria for a “significant subsidiary” set forth in Rule 1.02(w) of Regulation S-X under the Exchange Act.

“Stated Maturity” means:

(1) with respect to any debt security, the date specified in such debt security as the fixed date on which the final installment ofprincipalof such debt security is due and payable; and

(2) with respect to any scheduled installment ofprincipalofor intereston any debt security, the date specified in such debt security as the fixed date on which such installment is due and payable.

“Subsidiary” means, with respect to any Person, any corporation, association or other business entity of which more than 50% of the voting power of the outstanding Voting Stock is owned, directly or indirectly, by such Person and one or more other Subsidiaries of such Person and the accounts of which would be consolidated with those of such Person in its consolidated financial statements in accordance with GAAP, if such statements were prepared as of such date.

“Subsidiary Guarantee” means a Guarantee by each Subsidiary Guarantor for payment of the Notes by such Subsidiary Guarantor. The Subsidiary Guarantee will be an unsecured senior obligation of each Subsidiary Guarantor and will be unconditional regardless of the enforceability of the Notes and this Indenture. Notwithstanding the foregoing, each Subsidiary Guarantee by a Subsidiary Guarantor shall provide by its terms that it shall be automatically and unconditionally released and discharged under the circumstances described in Section 10.04 hereof.

“Subsidiary Guarantors” means (i) each Subsidiary that is a guarantor of Indebtedness under the Existing Note Indentures on the Closing Date and (ii) each other Person that is required to become a Subsidiary Guarantor by the terms of this Indenture after the Closing Date, in each case, until such Person is released from its Subsidiary Guarantee.

“Total Assets” means the sum (without duplication) of:

(1) Undepreciated Real Estate Assets; and

(2) all other assets (excludingintangibles and accounts receivable) of theIssuerand itsSubsidiarieson a consolidated basis determined in conformity withGAAP.

“Total Unencumbered Assets” as of any date means the sum of:

(1) thoseUndepreciated Real Estate Assetsnot securing any portion ofSecured Indebtedness; and

(2) all other assets (butexcludingintangibles and accounts receivable) of theIssuerand itsSubsidiariesnot securing any portion ofSecured Indebtednessdetermined on a consolidated basis in conformity withGAAP;

provided,however, that all investments in unconsolidated joint ventures, unconsolidated limited partnerships, unconsolidated limited liability companies and other unconsolidated entities shall be excluded from Total Unencumbered Assets to the extent that such investments would have otherwise been included.

“Trade Payables” means, with respect to any Person, any accounts payable or any other indebtedness or monetary obligation to trade creditors created, assumed or Guaranteed by such Person or any of its Subsidiaries arising in the ordinary course of business in connection with the acquisition of goods or services.

“Transaction Date” means, with respect to the Incurrence of any Indebtedness by the Issuer or any of its Subsidiaries, the date such Indebtedness is to be Incurred.

“Trust Indenture Act” means the Trust Indenture Act of 1939, as amended.

“Trustee” means the party named as such in this Indenture until a successor replaces it in accordance with the provisions of this Indenture and thereafter means such successor.

“Undepreciated Real Estate Assets” means, as of any date, the cost (being the original cost to the Issuer or any of its Subsidiaries plus capital improvements) of real estate assets of the Issuer and its Subsidiaries on such date, before depreciation and amortization of such real estate assets, determined on a consolidated basis in conformity with GAAP.

“Unsecured Indebtedness” means any Indebtedness of the Issuer or any of its Subsidiaries that is not Secured Indebtedness.

“U.S. Government Obligations” means direct obligations of, obligations guaranteed by, or participations in pools consisting solely of obligations of or obligations guaranteed by, the United States of America for the payment of which obligations or guarantee the full faith and credit of the United States of America is pledged and that are not callable or redeemable at the option of the issuer thereof.

“U.S. Legal Tender” means such coin or currency of the United States of America that at the time of payment shall be legal tender for the payment of public and private debts.

“Voting Stock” means with respect to any Person, Capital Stock of any class or kind ordinarily having the power to vote for the election of directors, managers or other voting members of the governing body of such Person.

“Wholly Owned” means, with respect to any Subsidiary of any Person, the ownership of all of the outstanding Capital Stock of such Subsidiary (other than any director’s

qualifying shares or Investments by individuals mandated by applicable law) by such Person or one or more Wholly Owned Subsidiaries of such Person.

SECTION 1.02. Other Definitions.

Term		Defined in Section
“Additional Notes”		2.02
“Authentication Order”		2.02
“Covenant Defeasance”		8.02
“Event of Default”		6.01
“Four Quarter Period”		1.01
“Global Note”		2.01
“Initial Global Notes”		2.01
“Initial Notes”		2.02
“Issuer”		Preamble
“Legal Defeasance”		8.02
“Participants”		2.15
“Paying Agent”		2.03
“Payment Date”		1.01
“Physical Notes”		2.01
“Primary Treasury Dealer”		1.01
“Reference Period”		1.01
“Registrar”		2.03

SECTION 1.03. Incorporation by Reference ofTrust Indenture Act.

Whenever this Indenture refers to a provision of the Trust Indenture Act, such provision is incorporated by reference in, and made a part of, this Indenture. The following Trust Indenture Act terms used in this Indenture have the following meanings:

“indenture securities” means the Notes.

“indenture security holder” means a Holder.

“indenture to be qualified” means this Indenture.

“indenture trustee” or “institutional trustee” means the Trustee.

“obligor” on the indenture securities means the Issuer, any Subsidiary Guarantor or any other obligor on the Notes.

All other Trust Indenture Act terms used in this Indenture that are defined by the Trust Indenture Act, defined by Trust Indenture Act reference to another statute or defined by SEC rule and not otherwise defined herein have the meanings assigned to them therein.

SECTION 1.04. Rules of Construction.

Unless the context otherwise requires:

(1) a term has the meaning assigned to it;

(2) an accounting term not otherwise defined has the meaning assigned to it in accordance withGAAP;

(3) “or” is not exclusive;

(4) words in the singular include the plural, and words in the plural include the singular;

(5) provisions apply to successive events and transactions;

(6) “herein,” “hereof” and other words of similar import refer to thisIndentureas a whole and not to any particular Article, Section orother subdivision; and

(7) the words “including,” “includes” and similar words shall be deemed to be followed by “without limitation.”

ARTICLE Two

THE NOTES

SECTION 2.01. Form and Dating.

The Notes and the Trustee’s certificate of authentication shall be substantially in the form ofExhibit A hereto. The Notes may have notations, legends or endorsements required by law, stock exchange rule or usage. The Issuer shall approve the form of the Notes and any notation, legend or endorsement on them. Each Note shall be dated the date of its issuance and show the date of its authentication. Each Note shall have an executed Subsidiary Guarantee from each of the Subsidiary Guarantors existing on the Closing Date endorsed thereon substantially in the form ofExhibit C.

The terms and provisions contained in the Notes and the Subsidiary Guarantees shall constitute, and are hereby expressly made, a part of this Indenture and, to the extent applicable, the Issuer, the Subsidiary Guarantors and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby.

Notes issued as of the Closing Date shall be issued in the form of one or more global Notes, each in registered form, substantially in the form set forth inExhibit A, deposited with the Trustee, as custodian for the Depository, duly executed by the Issuer (and having an executed Subsidiary Guarantee from each of the Subsidiary Guarantors endorsed thereon) and authenticated by the Trustee as hereinafter provided and shall bear any legends required by applicable law (the “Initial Global Notes”).

Notes issued after the Closing Date shall be issued initially in the form of one or more global Notes in registered form, substantially in the form set forth inExhibit A, deposited with the Trustee, as custodian for the Depository, duly executed by the Issuer (and having an

executed Subsidiary Guarantee from each of the Subsidiary Guarantors endorsed thereon) and authenticated by the Trustee as hereinafter provided and shall bear any legends required by applicable law (together with the Initial Global Notes, the “Global Notes”).

The aggregate principal amount of the Global Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depository, as hereinafter provided. Notes issued in exchange for interests in a Global Note may be issued in the form of definitive Notes registered in the name or names of Persons other than a Depository for Global Notes or a nominee or nominees thereof (the “Physical Notes”).

SECTION 2.02. Execution, Authentication and Denomination; Additional Notes.

One Officer of the Issuer (who shall have been duly authorized by all requisite corporate actions) shall sign the Notes for such Issuer by manual or facsimile signature. One Officer of a Subsidiary Guarantor (who shall have been duly authorized by all requisite corporate or other applicable entity actions) shall sign the Subsidiary Guarantee for such Subsidiary Guarantor by manual or facsimile signature.

If an Officer whose signature is on a Note or Subsidiary Guarantee, as the case may be, was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Note, the Note shall nevertheless be valid.

A Note (and the Subsidiary Guarantees in respect thereof) shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture.

The Trustee shall authenticate (i) on the Closing Date, Notes for original issue in the aggregate principal amount not to exceed $550,000,000 (the “Initial Notes”) and (ii) Additional Notes (as defined below) in an unlimited amount (so long as not otherwise prohibited by the terms of this Indenture, including Section 4.07) in each case upon a written order of the Issuer in the form of a certificate of an Officer of the Issuer (an “Authentication Order”). Each such Authentication Order shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, whether the Notes are to be Initial Notes or Additional Notes and whether the Notes are to be issued as certificated Notes or Global Notes or such other information as the Trustee may reasonably request. In addition, with respect to authentication pursuant to clause (ii) of the first sentence of this paragraph, the first such Authentication Order from the Issuer shall be accompanied by an Opinion of Counsel of the Issuer in a form reasonably satisfactory to the Trustee.

The Issuer may, from time to time, without the consent of the Holders of the Notes, issue additional Notes (the “Additional Notes”) having the same ranking and the same interest rate, maturity and other terms as the outstanding Notes, except for the public offering price, the issue date and, if applicable, the initial interest payment date and initial interest accrual date.

All Notes issued under this Indenture, including Additional Notes, shall be treated as a single class for all purposes under this Indenture; provided that if the Additional Notes are

not fungible for U.S. federal income tax with the Initial Notes, the Additional Notes shall be issued under a separate CUSIP or ISIN number. The Additional Notes shall bear any legend required by applicable law.

The Trustee may appoint an authenticating agent reasonably acceptable to the Issuer to authenticate Notes. Unless otherwise provided in the appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Issuer and Affiliates of the Issuer. The Trustee shall have the right to decline to authenticate and deliver any Notes under this Indenture if the Trustee, being advised by counsel, determines that such action may not lawfully be taken or if the Trustee in good faith shall determine that such action would expose the Trustee to personal liability.

The Notes shall be issuable only in registered form without coupons in denominations of $2,000 and integral multiples of $1,000 in excess thereof.

SECTION 2.03. RegistrarandPaying Agent.

The Issuer shall maintain or cause to be maintained an office or agency in the Borough of Manhattan, The City of New York, where (a) Notes may be presented or surrendered for registration of transfer or for exchange (“Registrar”), (b) Notes may, subject to Section 2 of the Notes, be presented or surrendered for payment (“Paying Agent”) and (c) notices and demands to or upon the Issuer in respect of the Notes and this Indenture may be served. The Issuer may also from time to time designate one or more other offices or agencies where the Notes may be presented or surrendered for any or all such purposes and may from time to time rescind such designations;provided, however, that no such designation or rescission shall in any manner relieve the Issuer of its obligation to maintain or cause to be maintained an office or agency in the Borough of Manhattan, The City of New York, for such purposes. The Issuer may act as Registrar or Paying Agent, except that for the purposes of Articles Three and Eight, neither the Issuer nor any Affiliate of the Issuer shall act as Paying Agent. The Registrar shall keep a register of the Notes and of their transfer and exchange. The Issuer, upon notice to the Trustee, may have one or more co-registrars and one or more additional paying agents reasonably acceptable to the Trustee. The term “Registrar” includes any co-registrar and the term “Paying Agent” includes any additional paying agent. The Issuer initially appoints the Trustee as Registrar and Paying Agent until such time as the Trustee has resigned or a successor has been appointed.

The Issuer shall enter into an appropriate agency agreement with any Agent not a party to this Indenture, which agreement shall implement the provisions of this Indenture that relate to such Agent. The Issuer shall notify the Trustee, in advance, of the name and address of any such Agent. If the Issuer fails to maintain a Registrar or Paying Agent, the Trustee shall act as such.

SECTION 2.04. Paying Agent To Hold Assets in Trust.

The Issuer shall require each Paying Agent other than the Trustee or the Issuer or any Subsidiary to agree in writing that each Paying Agent shall hold in trust for the benefit of Holders or the Trustee all assets held by the Paying Agent for the payment of principal of, or interest on, the Notes (whether such assets have been distributed to it by the Issuer or any other obligor on the Notes), and shall notify the Trustee of any Default by the Issuer (or any other obligor on the Notes) in making any such payment. The Issuer at any time may require a Paying Agent to distribute all assets held by it to the Trustee and account for any assets disbursed and the Trustee may at any time during the continuance of any payment Default, upon written request to a Paying Agent, require such Paying Agent to distribute all assets held by it to the Trustee and to account for any assets distributed. Upon distribution to the Trustee of all assets that shall have been delivered by the Issuer to the Paying Agent, the Paying Agent shall have no further liability for such assets.

SECTION 2.05. Holder Lists.

The Trustee shall preserve in as current a form as is reasonably practicable the most recent list available to it of the names and addresses of Holders. If the Trustee is not the Registrar, the Issuer shall furnish to the Trustee at least two (2) Business Days prior to each Interest Payment Date and at such other times as the Trustee may request in writing a list, in such form and as of such date as the Trustee may reasonably require, of the names and addresses of Holders, which list may be conclusively relied upon by the Trustee.

SECTION 2.06. Transfer and Exchange.

Subject to Section 2.15, when Notes are presented to the Registrar with a request to register the transfer of such Notes or to exchange such Notes for an equal principal amount of Notes of other authorized denominations, the Registrar shall register the transfer or make the exchange as requested if its requirements for such transaction are met;provided, however, that the Notes surrendered for transfer or exchange shall be duly endorsed or accompanied by a written instrument of transfer in form satisfactory to the Issuer and the Registrar, duly executed by the Holder thereof or his or her attorney duly authorized in writing. To permit registrations of transfers and exchanges, the Issuer shall execute and the Trustee shall authenticate Notes at the Registrar’s request. No service charge shall be made for any registration of transfer or exchange, but the Issuer may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith.

Without the prior written consent of the Issuer, the Registrar shall not be required to register the transfer of or exchange of any Note (i) during a period beginning at the opening of business 15 days before the mailing of a notice of redemption of Notes and ending at the close of business on the day of such mailing, (ii) selected for redemption in whole or in part pursuant to Article Three, except the unredeemed portion of any Note being redeemed in part, and (iii) beginning at the opening of business on any Record Date and ending on the close of business on the related Interest Payment Date.

Any Holder of a beneficial interest in a Global Note shall, by acceptance of such beneficial interest, agree that transfers of beneficial interests in such Global Notes may be effected only through a book-entry system maintained by the Holder of such Global Note (or its agent) in accordance with the applicable legends thereon, and that ownership of a beneficial interest in the Note shall be required to be reflected in a book-entry system.

SECTION 2.07. ReplacementNotes.

If a mutilated Note is surrendered to the Trustee or if the Holder of a Note claims that the Note has been lost, destroyed or wrongfully taken, the Issuer shall issue and the Trustee shall authenticate a replacement Note if the Trustee’s requirements are met. Such Holder must provide an indemnity bond or other indemnity, sufficient in the judgment of both the Issuer and the Trustee, to protect the Issuer, the Trustee or any Agent from any loss which any of them may suffer if a Note is replaced. The Issuer may charge such Holder for its reasonable out-of-pocket expenses in replacing a Note pursuant to this Section 2.07, including reasonable fees and expenses of counsel and of the Trustee.

Every replacement Note is an additional obligation of the Issuer and every replacement Subsidiary Guarantee shall constitute an additional obligation of the Subsidiary Guarantor thereof.

The provisions of this Section 2.07 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of lost, destroyed or wrongfully taken Notes.

SECTION 2.08. OutstandingNotes.

Notes outstanding at any time are all the Notes that have been authenticated by the Trustee except those cancelled by it, those delivered to it for cancellation and those described in this Section 2.08 as not outstanding. A Note does not cease to be outstanding because the Issuer, the Subsidiary Guarantors or any of their respective Affiliates hold the Note (subject to the provisions of Section 2.09).

If a Note is replaced pursuant to Section 2.07 (other than a mutilated Note surrendered for replacement), it ceases to be outstanding unless a Responsible Officer of the Trustee receives proof satisfactory to it that the replaced Note is held by abona fide purchaser. A mutilated Note ceases to be outstanding upon surrender of such Note and replacement thereof pursuant to Section 2.07.

If the principal amount of any Note is considered paid under Section 4.01, it ceases to be outstanding and interest ceases to accrue. If on a Redemption Date or the Stated Maturity the Trustee or Paying Agent (other than the Issuer or an Affiliate thereof) holds U.S. Legal Tender or U.S. Government Obligations sufficient to pay all of the principal and interest due on the Notes payable on that date, then on and after that date such Notes cease to be outstanding and interest on them ceases to accrue.

SECTION 2.09. TreasuryNotes.

In determining whether the Holders of the required principal amount of Notes have concurred in any direction, waiver or consent, Notes owned by the Issuer or any of its Affiliates shall be disregarded, except that, for the purposes of determining whether the Trustee shall be protected in relying on any such direction, waiver or consent, only Notes that the Trustee has been informed in writing are so owned shall be disregarded.

SECTION 2.10. TemporaryNotes.

Until definitive Notes are ready for delivery, the Issuer may prepare and the Trustee shall authenticate temporary Notes. Temporary Notes shall be substantially in the form of definitive Notes but may have variations that the Issuer considers appropriate for temporary Notes. Without unreasonable delay, the Issuer shall prepare and the Trustee shall authenticate definitive Notes in exchange for temporary Notes. Until such exchange, temporary Notes shall be entitled to the same rights, benefits and privileges as definitive Notes. Notwithstanding the foregoing, so long as the Notes are represented by a Global Note, such Global Note may be in typewritten form.

SECTION 2.11. Cancellation.

The Issuer at any time may deliver Notes to the Trustee for cancellation. The Registrar and the Paying Agent shall forward to the Trustee any Notes surrendered to them for transfer, exchange or payment. The Trustee, or at the direction of the Trustee, the Registrar or the Paying Agent (other than the Issuer or a Subsidiary), and no one else, shall cancel and, at the written direction of the Issuer, shall dispose of all Notes surrendered for transfer, exchange, payment or cancellation in accordance with its customary procedures. Subject to Section 2.07, the Issuer may not issue new Notes to replace Notes that it has paid or delivered to the Trustee for cancellation. If the Issuer or any Subsidiary Guarantor shall acquire any of the Notes, such acquisition shall not operate as a redemption or satisfaction of the Indebtedness represented by such Notes unless and until the same are surrendered to the Trustee for cancellation pursuant to this Section 2.11.

SECTION 2.12. DefaultedInterest.

If the Issuer defaults in a payment of interest on the Notes, it shall pay the defaulted interest, plus (to the extent lawful) any interest payable on the defaulted interest, in any lawful manner. The Issuer may pay the defaulted interest to the persons who are Holders on a subsequent special record date, which date shall be the fifteenth day next preceding the date fixed by the Issuer for the payment of defaulted interest or the next succeeding Business Day if such date is not a Business Day. At least 15 days before any such subsequent special record date, the Issuer shall mail to each Holder, with a copy to the Trustee, a notice that states the subsequent special record date, the payment date and the amount of defaulted interest, and interest payable on such defaulted interest, if any, to be paid.

SECTION 2.13. CUSIP and ISIN Numbers.

The Issuer in issuing the Notes may use “CUSIP” or “ISIN” numbers, and if so, the Trustee shall use the “CUSIP” or “ISIN” numbers in notices of redemption or exchange as a convenience to Holders;provided, however, that any such notice may state that no representation is made as to the correctness or accuracy of the “CUSIP” or “ISIN” numbers printed in the notice or on the Notes, and that reliance may be placed only on the other identification numbers printed on the Notes. The Issuer will promptly notify the Trustee of any change in the “CUSIP” or “ISIN” numbers.

SECTION 2.14. Deposit of Moneys.

Subject to Section 2 of the Notes, prior to 10:00 a.m. New York City time on each Interest Payment Date, Stated Maturity, Redemption Date and Payment Date, the Issuer shall have deposited with the Paying Agent in immediately available funds money sufficient to make cash payments, if any, due on such Interest Payment Date, Stated Maturity, Redemption Date and Payment Date, as the case may be, in a timely manner which permits the Paying Agent to remit payment to the Holders on such Interest Payment Date, Stated Maturity, Redemption Date and Payment Date, as the case may be.

SECTION 2.15. Book-Entry Provisions for Global Notes.

(a) TheGlobal Notesinitially shall (i) be registered in the name of theDepository orthe nominee of suchDepository, (ii) be delivered to theTrusteeascustodianfor suchDepositoryand (iii) bear legends as set forth inExhibit B, as applicable.

Members of, or participants in, the Depository (“Participants”) shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depository, or the Trustee as its custodian, or under the Global Note, and the Depository may be treated by the Issuer, the Trustee and any agent of the Issuer or the Trustee as the absolute owner of the Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Issuer, the Trustee or any agent of the Issuer or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depository or impair, as between the Depository and Participants, the operation of customary practices governing the exercise of the rights of a Holder of any Note.

(b) Except as provided in this Section 2.15(b), transfers of Global Notesshall be limited to transfers in whole, but not in part, (i) by the Depository to a nominee of theDepository, (ii)by a nominee of theDepositoryto theDepository oranother nominee of theDepository or (iii)by theDepository orany such nominee to a successorDepository ora nominee of such successorDepository.

Notwithstanding any provisions to the contrary contained in Section 2.06 of this Indenture and in addition thereto, any Global Note shall be exchangeable pursuant to Section 2.06 of this Indenture for Physical Notes only if (i) such Depository notifies the Issuer that it is unwilling or unable to continue as Depository for such Global Note or if at any time such Depository ceases to be a clearing agency registered under the Exchange Act, and, in either case, the Issuer fails to appoint a successor Depository within 90 days of such event, and (ii) the

Issuer executes and delivers to the Trustee an Officers’ Certificate (and any other deliverables required hereunder) stating that such Global Note shall be so exchangeable. Any Global Note that is exchangeable pursuant to the preceding sentence shall be exchangeable for Physical Notes registered in such names as the Depository shall direct in writing in an aggregate principal amount equal to the then outstanding principal amount of the Global Note with like tenor and terms.

(c) In connection with the transfer of a Global Note as an entirety to beneficial owners pursuant to paragraph (b)of this Section 2.15, suchGlobalNote shall be deemed to be surrendered to theTrusteefor cancellation, and (i) theIssuershall execute, (ii) theSubsidiary Guarantorsshall execute notations ofSubsidiary Guaranteeson and (iii) theTrusteeshall upon written instructions from theIssuerauthenticate and deliver, to each beneficial owner identified by theDepositoryin exchange for its beneficialinterestin suchGlobalNote, an equal aggregateprincipalamount ofPhysical Notesof authorized denominations.

(d) TheHolderof anyGlobalNote may grant proxies and otherwise authorize anyPerson,including ParticipantsandPersonsthat may hold interests throughParticipants, to take any action which aHolderis entitled to take under thisIndenture ortheNotes.

(e) The Registrar shall retain copies of all letters, notices and other written communications received pursuant to Section 2.15. The Issuer shall have the right to inspect and make copies of all such letters, notices or other written communications at any reasonable time upon the giving of reasonable written notice to the Registrar.

(f) The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among Depository Participants or beneficial owners of interests in any Global Note) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof.

(g) The Trustee shall have no responsibility for the actions or omissions of the Depository, or the accuracy of the books and records of the Depository.

(h) At such time as all beneficial interests in a particular Global Note have been exchanged for Physical Notes or a particularGlobalNote has been redeemed, repurchasedorcanceled in whole and not in part, each suchGlobalNote shall be returned toorretained and canceled by theTrusteein accordance with Section 2.11 hereof. At any time prior to such cancellation, if any beneficialinterestin a Global Note is exchanged forortransferred to aPersonwho will take delivery thereof in the form of a beneficialinterestin anotherGlobalNoteorforPhysical Notes, theprincipalamount ofNotesrepresented by suchGlobalNote shall be reduced accordingly and an endorsement shall be made on suchGlobalNote by theTrustee orby theDepositoryat the direction of theTrusteeto reflect such reduction; and if the beneficialinterestis being exchanged forortransferred to aPersonwho will take delivery thereof in the form of a beneficialinterestin anotherGlobalNote, such otherGlobalNote shall be increased

accordingly and an endorsement shall be made on suchGlobalNote by theTrustee orby theDepositoryat the direction of theTrusteeto reflect such increase.

ARTICLE Three

REDEMPTION

SECTION 3.01. Notices toTrustee.

If the Issuer elects to redeem Notes pursuant to Section 5 of the Notes, it shall notify the Trustee in writing of the Redemption Date, the Redemption Price and the principal amount of Notes to be redeemed. The Issuer shall give notice of redemption to the Trustee at least 45 days but not more than 75 days before the Redemption Date (unless a shorter notice shall be agreed to by the Trustee in writing), together with such documentation and records as shall enable the Trustee to select the Notes to be redeemed.

SECTION 3.02. Selection ofNotesTo Be Redeemed.

If less than all of the Notes are to be redeemed at any time pursuant to Section 5 of the Notes, the Trustee will select Notes for redemption as follows:

(x) if the Notes are listed on a national securities exchange, in compliance with the requirements of the principal national securities exchange on which the Notes are listed; or

(y) if the Notes are not so listed, while the Notes are in book-entry form, in accordance with the procedures of the Depository, or if the Notes are no longer in book-entry form, on apro rata basis, by lot or by such method as the Trustee shall deem fair and appropriate.

No Notes of $2,000 or less shall be redeemed in part.

SECTION 3.03. Notice of Redemption.

At least 30 days but not more than 60 days before a Redemption Date, the Issuer shall mail a notice of redemption by first class mail, postage prepaid, to each Holder whose Notes are to be redeemed at its registered address (except that a notice issued in connection with a redemption referred to in Section 8.01 may be more than 60 days before such Redemption Date). At the Issuer’s request, the Trustee shall forward the notice of redemption in the Issuer’s name and at the Issuer’s expense. Each notice for redemption shall identify the Notes (including the CUSIP or ISIN number) to be redeemed and shall state:

(1) theRedemption Date;

(2) theRedemption Priceand the amount of accruedinterest, if any, to be paid;

(3) the name and address of thePaying Agent;

(4) thatNotescalled for redemption must be surrendered to thePaying Agentto collect theRedemption Priceplus accruedinterest, if any;

(5) that, unless theIssuerdefaults in making the redemption payment,interestonNotescalled for redemption ceases to accrue on and after theRedemption Date, and the only remaining right of theHoldersof suchNotesis to receive payment of theRedemption Priceupon surrender to thePaying Agentof theNotesredeemed;

(6) if anyNoteis being redeemed in part, the portion of theprincipalamount of suchNoteto be redeemed and that, after theRedemption Date, and upon surrender and cancellation of suchNote, a newNote or Notesin aggregateprincipalamount equal to the unredeemed portion thereof will be issued;

(7) if fewer than all theNotesare to be redeemed, the identification of the particularNotes(orportion thereof) to be redeemed, as well as the aggregateprincipalamount ofNotesto be redeemed and the aggregateprincipalamount ofNotesto beoutstandingafter such partial redemption; and

(8) the Section of theNotes ortheIndenture, as applicable, pursuant to which theNotesare to be redeemed.

The notice, if mailed in a manner herein provided, shall be conclusively presumed to have been given, whether or not the Holder receives such notice. In any case, failure to give such notice by mail or any defect in the notice to the Holder of any Note designated for redemption in whole or in part shall not affect the validity of the proceedings for the redemption of any other Note. Notices of redemption may not be conditional.

SECTION 3.04. Effect of Notice of Redemption.

Once notice of redemption is mailed in accordance with Section 3.03, Notes called for redemption become due and payable on the Redemption Date and at the Redemption Price plus accrued interest, if any. Upon surrender to the Trustee or Paying Agent, such Notes called for redemption shall be paid at the Redemption Price (which shall include accrued interest thereon to, but not including, the Redemption Date), but installments of interest, the maturity of which is on or prior to the Redemption Date, shall be payable to Holders of record at the close of business on the relevant Record Dates. On and after the Redemption Date interest shall cease to accrue on Notes or portions thereof called for redemption unless the Issuer shall have not complied with its obligations pursuant to Section 3.05.

SECTION 3.05. Deposit ofRedemption Price.

On or before 10:00 a.m. New York time on the Redemption Date, the Issuer shall deposit with the Paying Agent U.S. Legal Tender sufficient to pay the Redemption Price plus accrued and unpaid interest, if any, of all Notes to be redeemed on that date.

If the Issuer complies with the preceding paragraph, then, unless the Issuer defaults in the payment of such Redemption Price plus accrued interest, if any, interest on the

Notes to be redeemed will cease to accrue on and after the applicable Redemption Date, whether or not such Notes are presented for payment.

SECTION 3.06. Notes Redeemed in Part.

If any Note is to be redeemed in part only, the notice of redemption that relates to such Note shall state the portion of the principal amount thereof to be redeemed. A new Note or Notes in principal amount equal to the unredeemed portion of the original Note or Notes shall be issued in the name of the Holder thereof upon surrender and cancellation of the original Note or Notes.

ARTICLE Four

COVENANTS

SECTION 4.01. Payment ofNotes.

The Issuer shall pay the principal of, premium, if any, and interest on the Notes in the manner provided in the Notes and this Indenture. An installment of principal of, or interest on, the Notes shall be considered paid on the date it is due if the Trustee or Paying Agent (other than the Issuer or an Affiliate thereof) holds on that date U.S. Legal Tender designated for and sufficient to pay the installment. Interest on the Notes will be computed on the basis of a 360-day year comprised of twelve 30-day months.

The Issuer shall pay interest on overdue principal (including post-petition interest in a proceeding under any Bankruptcy Law), and overdue interest, to the extent lawful, at the same rateper annum borne by the Notes.

SECTION 4.02. Maintenance of OfficeorAgency.

The Issuer shall maintain in the Borough of Manhattan, The City of New York, the office or agency required under Section 2.03 (which may be an office of the Trustee or an affiliate of the Trustee or Registrar). The Issuer shall give prompt written notice to the Trustee of the location, and any change in the location, of such office or agency. If at any time the Issuer shall fail to maintain any such required office or agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the address of the Trustee set forth in Section 11.02.

The Issuer may also from time to time designate one or more other offices or agencies where the Notes may be presented or surrendered for any or all such purposes and may from time to time rescind such designations. The Issuer will give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other office or agency.

The Issuer hereby initially designates U.S. Bank National Association, located at Two Midtown Plaza, 1349 W. Peachtree Street, NW., Suite 1050, EX-GA-ATPT, Atlanta,

Georgia 30309, Attention: Corporate Trust Department, as such office of the Issuer in accordance with Section 2.03.

SECTION 4.03. Corporate Existence.

Except as otherwise permitted by Article Five, the Issuer shall do or cause to be done all things necessary to preserve and keep in full force and effect its corporate existence and the corporate, partnership or other existence of each of its Subsidiaries in accordance with the respective organizational documents of each such Subsidiary and the material rights (charter and statutory) and material franchises of the Issuer and each of its Subsidiaries;provided, however, that the Issuer shall not be required to preserve any such right, franchise or corporate existence with respect to itself or any Subsidiary if the Board of Directors shall determine that the preservation thereof is no longer desirable in the conduct of the business of the Issuer and its Subsidiaries, taken as a whole, and that the loss thereof is not adverse in any material respect to the Holders of the Notes.

SECTION 4.04. Payment of Taxes.

The Issuer and the Subsidiary Guarantors shall, and shall cause each of the Subsidiaries to, pay or discharge or cause to be paid or discharged, before the same shall become delinquent, (a) all material taxes, assessments and governmental charges levied or imposed upon it or any of the Subsidiaries or upon the income, profits or property of it or any of the Subsidiaries and (b) all lawful claims for labor, materials and supplies which, in each case, if unpaid, might by law become a material liability or Lien upon the property of it or any of the Subsidiaries;provided, however, that the Issuer and the Subsidiary Guarantors shall not be required to pay or discharge or cause to be paid or discharged any such tax, assessment, charge or claim whose amount the applicability or validity is being contested in good faith by appropriate actions and for which appropriate provision has been made.

SECTION 4.05. Compliance Certificate; Notice of Default.

(a) TheIssuershall deliver to theTrustee, within 90 days after the close of each fiscal year, anOfficers’ Certificatestating that a review of the activities of theIssuerand itsSubsidiarieshas been made under the supervision of the signingOfficerswith a view to determining whether theIssuerand theSubsidiary Guarantorshave kept, observed, performed and fulfilled their obligations under thisIndentureand further stating, as to each suchOfficersigning such certificate, that to the best of suchOfficer’s knowledge, theIssuerand theSubsidiary Guarantorsduring such preceding fiscal year has kept, observed, performed and fulfilled each and every such covenant and noDefaultoccurred during such year and at the date of such certificate there is noDefaultthat has occurred and is continuingor, if such signers do know of suchDefault, the certificate shall specify suchDefaultand what action, if any, theIssueris takingorproposes to take with respect thereto. TheOfficers’ Certificateshall also notify theTrusteeshould theIssuerelect to change the manner in which it fixes the fiscal year end.

(b) TheIssuershall deliver to theTrusteepromptly and in any event within five days after theIssuerbecomes aware of the occurrence of anyDefaultanOfficers’ Certificate

specifying theDefaultand what action, if any, theIssueris takingorproposes to take with respect thereto.

SECTION 4.06. Waiver of Stay, ExtensionorUsury Laws.

The Issuer and each Subsidiary Guarantor covenants (to the extent permitted by applicable law) that it will not at any time insist upon, plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay or extension law or any usury law or other law that would prohibit or forgive such Issuer or such Subsidiary Guarantor from paying all or any portion of the principal of and/or interest on the Notes or the Subsidiary Guarantee of any such Subsidiary Guarantor as contemplated herein, wherever enacted, now or at any time hereafter in force, or which may affect the covenants or the performance of this Indenture, and (to the extent permitted by applicable law) each hereby expressly waives all benefit or advantage of any such law, and covenants that it will not hinder, delay or impede the execution of any power herein granted to the Trustee, but will suffer and permit the execution of every such power as though no such law had been enacted.

SECTION 4.07. Limitation onIndebtedness.

(a) TheIssuerwill not, and will not permit any of itsSubsidiariesto,IncuranyIndebtedness(including Acquired Indebtedness) if, immediately after giving effect to theIncurrenceof such additionalIndebtednessand the receipt and application of the proceeds therefrom, the aggregateprincipalamount of alloutstanding Indebtednessof theIssuerand itsSubsidiarieson a consolidated basis determined in conformity withGAAPis greater than 60% ofAdjusted Total Assets.

(b) TheIssuerwill not, and will not permit any of itsSubsidiariesto,IncuranySecured Indebtednessif, immediately after giving effect to theIncurrenceof such additionalSecured Indebtednessand the receipt and application of the proceeds therefrom, the aggregateprincipalamount of alloutstanding Secured Indebtednessof theIssuerand itsSubsidiarieson a consolidated basis determined in conformity withGAAPis greater than 40% ofAdjusted Total Assets.

(c) TheIssuerwill not, and will not permit any of itsSubsidiariesto,IncuranyIndebtednessother than theNotesissued on theClosing Dateand otherIndebtednessexisting on theClosing Date;provided, however, that theIssuer orany of itsSubsidiariesmayIncur Indebtednessif, after giving effect to theIncurrenceof suchIndebtednessand the receipt and application of the proceeds therefrom, theInterest Coverage Ratioof theIssuerand itsSubsidiarieson a consolidated basis would be greater than 1.5 to 1.0.

(d) Notwithstanding any other provision of this Section 4.07, the maximum amount ofIndebtednessthat theIssuer orany of itsSubsidiariesmayIncurpursuant to this Section 4.07shall not be deemed to be exceeded, with respect to anyoutstanding Indebtedness, due solely to the result of fluctuations in the exchange rates of currencies.

(e) For purposes of determining any particular amount ofIndebtednessunder this Section 4.07,Guarantees,Liens orobligations with respect to letters of credit supporting

Indebtednessotherwise included in the determination of such particular amount shall not be included.

SECTION 4.08. Maintenance ofTotal Unencumbered Assets.

The Issuer and its Subsidiaries will maintain Total Unencumbered Assets of not less than 150% of the aggregate outstanding principal amount of the Unsecured Indebtedness of the Issuer and its Subsidiaries on a consolidated basis.

SECTION 4.09. Limitation on Issuances ofGuaranteesbySubsidiaries.

The Issuer will not permit any of its Subsidiaries, directly or indirectly, at any time after the issuance of the Notes (including following any release of a Subsidiary Guarantor from its obligations under this Indenture) to Guarantee any Indebtedness of the Issuer (that would constitute Indebtedness under clauses (1) or (2) of the definition thereof) in an amount at least equal to $50 million, unless such Subsidiary simultaneously executes and delivers a supplemental indenture to this Indenture providing for a Subsidiary Guarantee by such Subsidiary.

SECTION 4.10. Reports to Holders.

Whether or not the Issuer is then required to file reports with the SEC, the Issuer shall file with the SEC all such reports and other information as it would be required to file with the SEC pursuant to Section 13(a) or 15(d) under the Exchange Act if it was subject thereto;provided,however, that, if filing such documents by the Issuer with the SEC is not permitted under the Exchange Act, the Issuer shall provide such documents to the Trustee and upon written request supply copies of such documents to any prospective Holder. The Issuer shall supply the Trustee and each Holder or shall supply to the Trustee for forwarding to each Holder, without cost to such Holder and at the expense of the Issuer, copies of such reports and other information.

ARTICLE Five

SUCCESSOR CORPORATION

SECTION 5.01. Consolidation, Merger and Sale of Assets.

(a) TheIssuerwill not consolidate withormerge withorinto,orsell, convey, transfer, leaseorotherwise dispose of allorsubstantially all of its property and assets (as an entiretyorsubstantially an entirety in one transactionora series of related transactions) to, anyPerson orpermit anyPersonto merge withorinto theIssuerunless:

(1) theIssuershall be the continuingPerson,orthePerson(if other than theIssuer) formed by such consolidationorinto which theIssueris mergedorthat acquiredorleased such property and assets of theIssuershall be a corporation, generalorlimited partnership, limited liability companyorother entity (other than an individual) organized and validly existing under the laws of the United States of Americaorany stateorjurisdiction thereof and shall expressly assume, by a supplementalindenture, executed

and delivered to theTrustee, all of the obligations of theIssueron theNotesand under thisIndenture;

(2) immediately after giving effect to such transaction, noDefault or EventofDefaultshall have occurred and be continuing;

(3) immediately after giving effect to such transaction on apro forma basis theIssuer,oranyPersonbecoming the successorobligorof theNotes, as the case may be, couldIncurat least$1.00 of Indebtednessunder paragraphs (a), (b) and (c) of Section 4.07;provided, however, that this clause(3)shall not apply to a consolidationormerger withorinto aWholly Owned Subsidiarywith a positive net worth;providedfurther,however, that, in connection with any such mergerorconsolidation, no consideration (other thanCapital Stock(other thanDisqualified Stock) in the survivingPerson ortheIssuer) shall be issuedordistributed to the holders ofCapital Stockof theIssuer; and

(4) theIssuerdelivers to theTrusteeanOfficers’ Certificate(attaching the arithmetic computations to demonstrate compliance with clause(3)above) and anOpinion of Counsel, in each case stating that such consolidation, mergerortransfer and such supplementalindenturecomplies with this Section 5.01and that all conditions precedentprovidedforhereinrelating to such transaction have been complied with;provided, however, that clause(3)above does not apply if, in the good faith determination of theBoard of Directorsof theIssuer, whose determination shall be evidenced by aBoard Resolution, theprincipalpurpose of such transaction is to change the state of domicile of theIssuer;providedfurther,however, that any such transaction shall not have as one of its purposes the evasion of the foregoing limitations.

(b) Except asprovidedin Section 10.04, noSubsidiary Guarantormay consolidate withormerge withorinto (whetherornot suchSubsidiary Guarantoris the survivingPerson) anotherPerson, unless:

(1) either suchSubsidiary Guarantorshall be the continuingPerson orthePerson(if other than suchSubsidiary Guarantor) formed by such consolidationorinto which suchSubsidiary Guarantoris merged shall be a corporationorother legal entity organized and validly existing under the laws of the United States of Americaorany stateorjurisdiction thereof and shall expressly assume, by a supplementalindenture, executed and delivered to theTrustee, all of the obligations of suchSubsidiary Guarantorunder theSubsidiary Guaranteeof suchSubsidiary Guarantorand under thisIndenture; and

(2) immediately after giving effect to such transaction, noDefault or EventofDefaultshall have occurred and be continuing.

(c) For purposes of the foregoing, the transfer (by lease, assignment, saleorotherwise, in a single transactionorseries of transactions) of allorsubstantially all of the propertiesorassets of oneormoreSubsidiary Guarantors, theCapital Stockof which constitutes allorsubstantially all of the properties and assets of theIssuer, will be deemed to be the transfer of allorsubstantially all of the properties and assets of theIssuer.

(d) Upon any such consolidation, combinationormerger of theIssuer oraSubsidiary Guarantor,orany such sale, conveyance, transfer, leaseorother disposition of allorsubstantially all of the assets of theIssuerin accordance with this Section 5.01, in which theIssuer orsuchSubsidiary Guarantoris not the continuingobligorunder theNotes oritsSubsidiary Guarantee, the surviving entity formed by such consolidationorinto which theIssuer orsuchSubsidiary Guarantoris mergedorthe entity to which the sale, conveyance, transfer, leaseorother disposition is made will succeed to, and be substituted for, and may exercise every right and power of, theIssuer orsuchSubsidiary Guarantorunder thisIndenture, theNotesand theSubsidiary Guaranteeswith the same effect as if such surviving entity had been named therein as theIssuer orsuchSubsidiary Guarantorand, except in the case of a lease, theIssuer orsuchSubsidiary Guarantor, as the case may be, will be released from the obligation to pay theprincipalof andintereston theNotes orin respect of itsSubsidiary Guarantee, as the case may be, and all of theIssuer’sorsuchSubsidiary Guarantor’s other obligations and covenants under theNotes, thisIndenture and its Subsidiary Guarantee, if applicable.

(e) Notwithstanding the foregoing, anySubsidiary Guarantormay (i) consolidate withormerge withorinto theIssuer oranotherSubsidiary Guarantor or(ii) convert into a corporation, generalorlimited partnership, limited liability companyortrust organized under the laws of suchSubsidiary Guarantor’s jurisdiction of organizationorthe laws of the United States of Americaorany stateorjurisdiction thereof.

ARTICLE Six

DEFAULT AND REMEDIES

SECTION 6.01. Events ofDefault.

Each of the following is an “Event of Default”:

(1) defaultin the payment ofprincipalof,orpremium, if any, on anyNotewhen they are due and payable at maturity, upon acceleration, redemptionorotherwise;

(2) defaultin the payment ofintereston anyNotewhen it is due and payable, and suchdefaultcontinues for a period of 30 days;

(3) defaultin the performanceorbreach of the provisions of thisIndentureapplicable to mergers, consolidations and transfers of allorsubstantially all of the assets of theIssuer;

(4) theIssuerdefaults in the performance oforbreaches any other covenantoragreement of theIssuerin thisIndenture orunder theNotes(other than adefaultspecified in clause(1),(2) or (3)above) and suchdefault orbreach continues for the earlier of (i) 60 consecutive days and (ii) such shorter period specified for comparable defaults under anyExisting Note Indenture(orunder anyindenturepursuant to which theIssuer oraSubsidiary Guarantorhas issued anyIndebtednessthat refinancesorrefunds (x) theIndebtednessunder suchExisting Note Indenture or(y) such refinancingor

refundingIndebtedness) after written notice by theTrustee ortheHoldersof 25%ormore in aggregateprincipalamount of theNotes;

(5) there occurs with respect to any issueorissues ofIndebtednessof theIssuer oranySignificant Subsidiaryhaving anoutstanding principalamount of $40 millionormore in the aggregate for all such issues of all suchPersons, whether suchIndebtednessnow existsorshall hereafter be created,

(i) an event ofdefaultthat has caused theHolderthereof to declare suchIndebtednessto be due and payable prior to itsStated Maturityand suchIndebtednesshas not been discharged in fullorsuch acceleration has not been rescindedorannulled within 30 days of such acceleration, and/or

(ii) the failure to make aprincipalpayment at the final (but not any interim) fixed maturity and such defaulted payment shall not have been made, waivedorextended within 30 days of such paymentdefault;

(6) a court of competent jurisdiction enters a decreeororder for:

(i) relief in respect of theIssuer oranySignificant Subsidiaryin an involuntary case under any applicableBankruptcy Lawnoworhereafter in effect,

(ii) appointment of a receiver, liquidator, assignee,custodian,trustee, sequestratororsimilar official of theIssuer oranySignificant Subsidiary orfor allorsubstantially all of the property and assets of theIssuer oranySignificant Subsidiary,or

(iii) the winding uporliquidation of the affairs of theIssuer oranySignificant Subsidiaryand, in each case, such decreeororder shall remain unstayed and in effect for a period of 60 consecutive days;or

(7) theIssuer oranySignificant Subsidiary:

(i) commences a voluntary case under any applicableBankruptcy Lawnoworhereafter in effect,orconsents to the entry of an order for relief in an involuntary case under such law,

(ii) consents to the appointment ofortaking possession by a receiver, liquidator, assignee,custodian,trustee, sequestratororsimilar official of theIssuer orsuchSignificant Subsidiary orfor allorsubstantially all of the property and assets of theIssuer orsuchSignificant Subsidiary,or

(iii) effects any general assignment for the benefit of its creditors.

SECTION 6.02. Acceleration.

If an Event of Default (other than an Event of Default specified in clause (6) or (7) of Section 6.01 that occurs with respect to the Issuer) occurs and is continuing under this

Indenture, the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes then outstanding, by written notice to the Issuer (and to the Trustee if such notice is given by the Holders), may, and the Trustee at the request of the Holders of at least 25% in aggregate principal amount of the Notes then outstanding shall, declare the principal of, premium, if any, and accrued interest on the Notes to be immediately due and payable. Upon a declaration of acceleration, such principal of, premium, if any, and accrued interest shall be immediately due and payable. In the event of a declaration of acceleration because an Event of Default set forth in clause (5) of Section 6.01 has occurred and is continuing, such declaration of acceleration shall be automatically rescinded and annulled if the event of default triggering such Event of Default pursuant to clause (5) of Section 6.01 shall be remedied or cured by the Issuer or the relevant Significant Subsidiary or waived by the holders of the relevant Indebtedness within 60 days after the declaration of acceleration with respect thereto.

If an Event or Default specified in clause (6) or (7) of Section 6.01 occurs with respect to the Issuer, the principal of, premium, if any, and accrued interest on the Notes then outstanding shall automatically become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. The Holders of at least a majority in principal amount of the outstanding Notes, by written notice to the Issuer and to the Trustee, may waive all past defaults and rescind and annul a declaration of acceleration and its consequences if:

(x) all existing Events of Default, other than the nonpayment of the principal of, premium, if any, and interest on the Notes that have become due solely by such declaration of acceleration, have been cured or waived;

(y) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction; and

(z) in the event of a cure or waiver of a Default of the type set forth in Section 6.01(6) or (7), the Trustee shall have received an Officers’ Certificate and an Opinion of Counsel that such Default has been cured or waived.

No such rescission shall affect any subsequent Default or impair any right consequent thereto.

SECTION 6.03. Other Remedies.

If a Default occurs and is continuing, the Trustee may pursue any available remedy by proceeding at law or in equity to collect the payment of principal of, or interest on, the Notes or to enforce the performance of any provision of the Notes or this Indenture.

The Trustee may maintain a proceeding even if it does not possess any of the Notes or does not produce any of them in the proceeding. A delay or omission by the Trustee or any Holder in exercising any right or remedy accruing upon a Default shall not impair the right or remedy or constitute a waiver of or acquiescence in the Default. No remedy is exclusive of any other remedy. All available remedies are cumulative to the extent permitted by law.

SECTION 6.04. Waiver of Past Defaults.

Subject to Sections 2.09, 6.07 and 9.02, the Holders of a majority in principal amount of the outstanding Notes (which may include consents obtained in connection with a tender offer or exchange offer of Notes) by notice to the Trustee may waive an existing Default and its consequences, except a Default in the payment of principal of, or interest on, any Note as specified in Section 6.01(1) or (2). The Issuer shall deliver to the Trustee an Officers’ Certificate stating that the requisite percentage of Holders have consented to such waiver and attaching copies of such consents. When a Default is waived, it is cured and ceases.

SECTION 6.05. Control by Majority.

The Holders of at least a majority in aggregate principal amount of the outstanding Notes may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on the Trustee. Subject to Section 7.01, however, the Trustee may refuse to follow any direction that conflicts with law or this Indenture, that may involve the Trustee in personal liability, or that the Trustee determines in good faith may be unduly prejudicial to the rights of Holders of Notes not joining in the giving of such direction received from the Holders of Notes;provided,however, that the Trustee may take any other action deemed proper by the Trustee which is not inconsistent with any such direction received from the Holders of the Notes.

In the event the Trustee takes any action or follows any direction pursuant to this Indenture, the Trustee shall be entitled to indemnification against any loss or expense caused by taking such action or following such direction.

SECTION 6.06. Limitation on Suits.

No Holder will have any right to institute any proceeding with respect to this Indenture or for any remedy thereunder, unless:

(1) theHoldergives theTrusteewritten notice of a continuingEventofDefault;

(2) theHoldersof at least 25% in aggregateprincipalamount ofoutstanding Notesmake a written request to theTrusteeto pursue the remedy;

(3) suchHolder or Holdersoffer theTrusteeindemnity satisfactory to theTrusteeagainst any costs, liabilityorexpense;

(4) theTrusteedoes not comply with the request within 60 days after receipt of the request and the offer of indemnity; and

(5) during such 60-day period, theHoldersof a majority in aggregateprincipalamount of theoutstanding Notesdo not give theTrusteea direction that is inconsistent with the request.

However, such limitations do not apply to the right of any Holder of a Note to receive payment of the principal of, premium, if any, or interest on, such Note or to bring suit for the enforcement of any such payment on or after the due date expressed in the Notes, which right shall not be impaired or affected without the consent of the Holder.

A Holder may not use this Indenture to prejudice the rights of another Holder or to obtain a preference or priority over such other Holder.

SECTION 6.07. Rights ofHoldersTo Receive Payment.

Notwithstanding any other provision of this Indenture, the right of any Holder to receive payment of principal of and premium, if any, and interest on, a Note, on or after the respective due dates therefor, or to bring suit for the enforcement of any such payment on or after such respective dates, shall not be impaired or affected without the consent of the Holder.

SECTION 6.08. Collection Suit byTrustee.

If a Default in payment of principal or interest specified in Section 6.01(1) or (2) occurs and is continuing, the Trustee may recover judgment in its own name and as trustee of an express trust against the Issuer or any other obligor on the Notes for the whole amount of principal and accrued interest and fees remaining unpaid, together with interest on overdue principal and, to the extent that payment of such interest is lawful, interest on overdue installments of interest, in each case at the rateper annum borne by the Notes and such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel.

SECTION 6.09. TrusteeMay File Proofs of Claim.

The Trustee may file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for the compensation, expenses, disbursements and advances of the Trustee, its agents and counsel) and the Holders allowed in any judicial proceedings relating to the Issuer, their creditors or their property and shall be entitled and empowered to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same, and any Custodian in any such judicial proceedings is hereby authorized by each Holder to make such payments to the Trustee and, in the event that the Trustee shall consent to the making of such payments directly to the Holders, to pay to the Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agent and counsel, and any other amounts due the Trustee under Section 7.07. Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Holder any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any Holder thereof, or to authorize the Trustee to vote in respect of the claim of any Holder in any such proceeding. The Trustee shall be entitled to participate as a member of any official committee of creditors in the matters as it deems necessary or advisable.

SECTION 6.10. Priorities.

If the Trustee collects any money or property pursuant to this Article Six, it shall pay out the money or property in the following order:

First: to the Trustee for amounts due under Section 7.07;

Second: to Holders for interest accrued on the Notes, ratably, without preference or priority of any kind, according to the amounts due and payable on the Notes for interest;

Third: to Holders for principal amounts due and unpaid on the Notes, ratably, without preference or priority of any kind, according to the amounts due and payable on the Notes for principal; and

Fourth: to the Issuer or, if applicable, the Subsidiary Guarantors, as their respective interests may appear.

The Trustee, upon prior notice to the Issuer, may fix a record date and payment date for any payment to Holders pursuant to this Section 6.10.

SECTION 6.11. Undertaking for Costs.

In any suit for the enforcement of any right or remedy under this Indenture or in any suit against the Trustee for any action taken or omitted by it as Trustee, a court in its discretion may require the filing by any party litigant in the suit of an undertaking to pay the costs of the suit, and the court in its discretion may assess reasonable costs, including reasonable attorneys’ fees and expenses, against any party litigant in the suit, having due regard to the merits and good faith of the claims or defenses made by the party litigant. This Section 6.11 does not apply to a suit by the Trustee, a suit by a Holder pursuant to Section 6.07, or a suit by a Holder or Holders of more than 10% in principal amount of the outstanding Notes.

ARTICLE Seven

TRUSTEE

SECTION 7.01. Duties ofTrustee.

(a) If aDefaulthas occurred and is continuing, theTrusteeshall exercise such of the rights and powers vested in it by thisIndentureand use the same degree of care and skill in their exercise as a prudentpersonwould exerciseoruse under the circumstances in the conduct of hisorher own affairs.

(b) Except during the continuance of aDefault:

(1) TheTrusteeneed perform only those duties as are specifically set forthherein orin theTrust Indenture Actand no duties, covenants, responsibilitiesorobligations shall be implied in thisIndentureagainst theTrustee.

(2) In the absence of bad faith on its part, theTrusteemay conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates (including Officers’Certificates)oropinions (including Opinions of Counsel) furnished to theTrusteeand conforming to the requirements of thisIndenture. However, in the case of any such certificatesoropinions which by any provisionhereofare specifically required to be furnished to theTrustee, theTrusteeshall examine the certificates and opinions to determine whetherornot they conform to the requirements of thisIndenture.

(c) Notwithstanding anything to the contraryherein, theTrusteemay not be relieved from liability for its own negligent action, its own negligent failure to act,orits own willful misconduct, except that:

(1) This paragraph does not limit the effect of Section 7.01(b).

(2) TheTrusteeshall not be liable for any error of judgment made in good faith by aResponsible Officer, unless it is proved that theTrusteewas negligent in ascertaining the pertinent facts.

(3) TheTrusteeshall not be liable with respect to any action it takesoromits to take in good faith in accordance with a direction received by it pursuant to Section 6.05.

(d) No provision of thisIndentureshall require theTrusteeto expendorrisk its own fundsorotherwiseincurany financial liability in the performance of any of its duties hereunderorto takeoromit to take any action under thisIndenture ortake any action at the requestordirection ofHoldersif it shall have reasonable grounds for believing that repayment of such funds is not assured to it.

(e) Whetherornot therein expressly soprovided, every provision of thisIndenturethat in any way relates to theTrusteeis subject to this Section 7.01.

(f) TheTrusteeshall not be liable forintereston any money received by it except as theTrusteemay agree in writing with theIssuer. Money held in trust by theTrusteeneed not be segregated from other funds except to the extent required by law.

(g) In the absence of bad faith, negligenceorwillful misconduct on the part of theTrustee, theTrusteeshall not be responsible for the application of any money by anyPaying Agentother than theTrustee.

SECTION 7.02. Rights ofTrustee.

Subject to Section 7.01:

(a) TheTrusteemay rely conclusively on any resolution, certificate (includinganyOfficers’ Certificate), statement, instrument, opinion (includinganyOpinion of Counsel), notice, request, direction, consent, order, bond, debenture,orother paperordocument believed by it to be genuine and to have been signedorpresented by the properPerson. TheTrusteeneed not investigate any factormatter stated in the document.

(b) Before theTrusteeactsorrefrains from acting, it may require anOfficers’ Certificateand anOpinion of Counsel, which shall conform to the provisions of Section 11.05. TheTrusteeshall not be liable for any action it takesoromits to take in good faith in reliance on suchOfficers’ Certificate or Opinion of Counsel.

(c) TheTrusteemay act through its attorneys and agents and shall not be responsible for the misconductornegligence of anyagent(other than anagentwho is an employee of theTrustee) appointed with due care.

(d) TheTrusteeshall not be liable for any action it takesoromits to take in good faith which it reasonably believes to be authorizedorwithin its rightsorpowers under thisIndenture.

(e) TheTrusteemay consult with counsel of its selection and the adviceoropinion of such counsel as to matters of law shall be full and complete authorization and protection from liability in respect of any action taken, omittedorsuffered by it hereunder in good faith and in accordance with the adviceoropinion of such counsel.

(f) TheTrusteeshall be under no obligation to exercise any of the rightsorpowers vested in it by thisIndentureat the request, orderordirection of any of theHolderspursuant to the provisions of thisIndenture, unless suchHoldersshall have offered to theTrusteereasonable securityorindemnity satisfactory to it against the costs, expenses and liabilities which may be incurred thereinorthereby.

(g) TheTrusteeshall not be bound to make any investigation into the factsormatters stated in any resolution, certificate (includinganyOfficers’ Certificate), statement, instrument, opinion (includinganyOpinion of Counsel), notice, request, direction, consent, order, bond, debenture,orother paperordocument, but theTrustee, in its discretion, may make such further inquiryorinvestigation into such factsormatters as it may see fit and, if theTrusteeshall determine to make such further inquiryorinvestigation, it shall be entitled, upon reasonable notice to theIssuer, to examine the books, records, and premises of theIssuer, personallyorbyagent orattorney at the sole cost of theIssuer.

(h) TheTrusteeshall not be required to give any bondorsurety in respect of the performance of its powers and duties hereunder.

(i) The permissive rights of theTrusteeto do things enumerated in thisIndentureshall not be construed as duties.

(j) Except with respect to Section 4.01 and 4.05, theTrusteeshall have no duty to inquire as to the performance of theIssuerwith respect to the covenants contained in ArticleFour. In addition, theTrusteeshall not be deemed to have knowledge of anEventof

Defaultexcept (i) anyDefault or EventofDefaultoccurring pursuant to Sections 4.01, 6.01(1)or6.01(2)or(ii) anyDefault or EventofDefaultknown to aResponsible Officer.

(k) The rights, privileges, protections, immunities and benefits given to theTrustee,includingits right to be indemnified, are extended to, and shall be enforceable by, theTrusteein each of its capacities hereunder, and to eachagent,custodianand otherPersonemployed to act hereunder.

SECTION 7.03. Individual Rights ofTrustee.

The Trustee in its individual or any other capacity may become the owner or pledgee of Notes and may otherwise deal with the Issuer, its Subsidiaries or its respective Affiliates with the same rights it would have if it were not Trustee. Any Agent may do the same with like rights. However, the Trustee must comply with Sections 7.10 and 7.11.

SECTION 7.04. Trustee’s Disclaimer.

The Trustee shall not be responsible for and makes no representation as to the validity or adequacy of this Indenture or the Notes, it shall not be accountable for the Issuer’s use of the proceeds from the Notes, and it shall not be responsible for any statement of the Issuer in this Indenture or any document issued in connection with the sale of Notes or any statement in the Notes other than the Trustee’s certificate of authentication. The Trustee makes no representations with respect to the effectiveness or adequacy of this Indenture.

SECTION 7.05. Notice of Default.

If a Default occurs and is continuing and is deemed to be known to the Trustee pursuant to Section 7.02(j), the Trustee shall mail to each Holder notice of the uncured Default within 30 days after such Default occurs. Except in the case of a Default in payment of principal of, or interest on, any Note, including an accelerated payment and the failure to make a payment on a Payment Date pursuant to a Default in complying with the provisions of Article Five, the Trustee may withhold the notice if and so long as the Board of Directors, the executive committee, or a trust committee of directors and/or Responsible Officers, of the Trustee in good faith determines that withholding the notice is in the interest of the Holders.

SECTION 7.06. Reports byTrusteetoHolders.

Within 60 days after each December 1, beginning with December 1, 2017, the Trustee shall, to the extent that any of the events described in Trust Indenture Act § 313(a) occurred within the previous twelve months, but not otherwise, mail to each Holder a brief report dated as of such date that complies with Trust Indenture Act § 313(a). The Trustee also shall comply with Trust Indenture Act §§ 313(b), 313(c) and 313(d).

A copy of each report at the time of its mailing to Holders shall be mailed to the Issuer and filed with the SEC and each securities exchange, if any, on which the Notes are listed.

The Issuer shall notify the Trustee if the Notes become listed on any securities exchange or of any delisting thereof and the Trustee shall comply with Trust Indenture Act § 313(d).

SECTION 7.07. Compensation and Indemnity.

The Issuer shall pay to the Trustee from time to time such compensation as the Issuer and the Trustee shall from time to time agree in writing for its services hereunder. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Issuer shall reimburse the Trustee upon request for all reasonable disbursements, expenses and advances (including reasonable fees and expenses of counsel) incurred or made by it in addition to the compensation for its services, except any such disbursements, expenses and advances as may be attributable to the Trustee’s negligence, bad faith or willful misconduct. Such expenses shall include the reasonable fees and expenses of the Trustee’s agents and counsel.

The Issuer shall indemnify each of the Trustee or any predecessor Trustee and its agents for, and hold them harmless against, any and all loss, damage, claims including taxes (other than taxes based upon, measured by or determined by the income of the Trustee), liability or expense incurred by them except for such actions to the extent caused by any negligence, bad faith or willful misconduct on their part, arising out of or in connection with the acceptance or administration of this trust including the reasonable costs and expenses of defending themselves against or investigating any claim or liability in connection with the exercise or performance of any of the Trustee’s rights, powers or duties hereunder. The Trustee shall notify the Issuer promptly of any claim asserted against the Trustee or any of its agents for which it may seek indemnity. The Issuer may, subject to the approval of the Trustee (which approval shall not be unreasonably withheld), defend the claim and the Trustee shall cooperate in the defense. The Trustee and its agents subject to the claim may have separate counsel and the Issuer shall pay the reasonable fees and expenses of such counsel;provided, however, that the Issuer will not be required to pay such fees and expenses if, subject to the approval of the Trustee (which approval shall not be unreasonably withheld), it assumes the Trustee’s defense and there is no conflict of interest between the Issuer and the Trustee and its agents subject to the claim in connection with such defense as reasonably determined by the Trustee. The Issuer need not pay for any settlement made without its written consent. The Issuer need not reimburse any expense or indemnify against any loss or liability to the extent incurred by the Trustee through its negligence, bad faith or willful misconduct.

To secure the Issuer’s payment obligations in this Section 7.07, the Trustee shall have a Lien prior to the Notes against all money or property held or collected by the Trustee, in its capacity as Trustee, except money or property held in trust to pay principal and interest on particular Notes.

When the Trustee incurs expenses or renders services after a Default specified in Section 6.01(6) or 6.01(7) occurs, such expenses and the compensation for such services shall be paid to the extent allowed under any Bankruptcy Law.

Notwithstanding any other provision in this Indenture, the foregoing provisions of this Section 7.07 shall survive the satisfaction and discharge of this Indenture or the appointment of a successor Trustee.

SECTION 7.08. Replacement ofTrustee.

The Trustee may resign at any time by so notifying the Issuer in writing. The Holders of a majority in principal amount of the outstanding Notes may remove the Trustee by so notifying the Issuer and the Trustee and may appoint a successor Trustee. The Issuer may remove the Trustee if:

(1) theTrusteefails to comply with Section 7.10;

(2) theTrusteeis adjudged a bankruptoran insolvent;

(3) a receiverorother publicofficertakes charge of theTrustee orits property;or

(4) theTrusteebecomes incapable of acting.

If the Trustee resigns or is removed or if a vacancy exists in the office of Trustee for any reason, the Issuer shall notify each Holder of such event and shall promptly appoint a successor Trustee. Within one year after the successor Trustee takes office, the Holders of a majority in principal amount of the Notes may appoint a successor Trustee to replace the successor Trustee appointed by the Issuer.

A successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the Issuer. Immediately after that, the retiring Trustee shall transfer, after payment of all sums then owing to the Trustee pursuant to Section 7.07, all property held by it as Trustee to the successor Trustee, subject to the Lien provided in Section 7.07, the resignation or removal of the retiring Trustee shall become effective, and the successor Trustee shall have all the rights, powers and duties of the Trustee under this Indenture. A successor Trustee shall mail notice of its succession to each Holder.

If a successor Trustee does not take office within 60 days after the retiring Trustee resigns or is removed, the retiring Trustee, the Issuer or the Holders of at least 10% in principal amount of the outstanding Notes may petition any court of competent jurisdiction for the appointment of a successor Trustee at the expense of the Issuer.

If the Trustee fails to comply with Section 7.10, any Holder may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee.

Notwithstanding replacement of the Trustee pursuant to this Section 7.08, the Issuer’s obligations under Section 7.07 shall continue for the benefit of the retiring Trustee.

SECTION 7.09. SuccessorTrusteeby Merger, Etc.

If the Trustee consolidates with, merges or converts into, or transfers all or substantially all of its corporate trust business to, another corporation, the resulting, surviving or transferee corporation without any further act shall, if such resulting, surviving or transferee corporation is otherwise eligible hereunder, be the successor Trustee;provided that such corporation shall be otherwise qualified and eligible under this Article Seven.

SECTION 7.10. Eligibility; Disqualification.

This Indenture shall always have a Trustee who satisfies the requirement of Trust Indenture Act §§ 310(a)(1), 310(a)(2) and 310(a)(5). The Trustee shall have a combined capital and surplus of at least $150,000,000 as set forth in its most recent published annual report of condition. The Trustee shall comply with Trust Indenture Act § 310(b);provided, however, that there shall be excluded from the operation of Trust Indenture Act § 310(b)(1) any indenture or indentures under which other securities, or certificates of interest or participation in other securities, of the Issuer are outstanding, if the requirements for such exclusion set forth in Trust Indenture Act § 310(b)(1) are met. The provisions of Trust Indenture Act § 310 shall apply to the Issuer and any other obligor of the Notes.

SECTION 7.11. Preferential Collection of Claims Against theIssuer.

The Trustee, in its capacity as Trustee hereunder, shall comply with Trust Indenture Act § 311(a), excluding any creditor relationship listed in Trust Indenture Act § 311(b). A Trustee who has resigned or been removed shall be subject to Trust Indenture Act § 311(a) to the extent indicated.

ARTICLE Eight

DISCHARGE OF INDENTURE; DEFEASANCE

SECTION 8.01. Termination of theIssuer’s Obligations.

The Issuer may terminate its obligations under the Notes and this Indenture and the obligations of the Subsidiary Guarantors under the Subsidiary Guarantees and this Indenture and this Indenture shall cease to be of further effect, except those obligations referred to in the penultimate paragraph of this Section 8.01, if:

(1) either

(A) all theNotestheretofore authenticated and delivered (except lost, stolenordestroyedNoteswhich have been replacedorpaid andNotesfor whose payment money has theretofore been deposited in trustorsegregated and held in trust by theIssuerand thereafter repaid to theIssuer ordischarged from such trust) have been delivered to theTrusteefor cancellation;or

(B) allNotesnot theretofore delivered to theTrusteefor cancellation (1) have become due and payableor(2) will become due and payable within one year,orare to be called for redemption within one year, under arrangements reasonably satisfactory to theTrusteefor the giving of notice of redemption by theTrusteein the name, and at the expense, of theIssuer, and theIssuerhas irrevocably depositedorcaused to be deposited with theTrusteefunds in an amount sufficient to pay and discharge the entireIndebtednesson theNotesnot theretofore delivered to theTrusteefor cancellation, forprincipalof, premium, if any, andintereston theNotesto the date of maturityorredemption, as the case may be, together with irrevocable instructions from theIssuerdirecting theTrusteeto apply such funds to the payment thereof at maturityorredemption, as the case may be;providedthat with respect to any redemption that requires the payment of theApplicable Premium(as defined in the form ofNoteinExhibit A), the amount deposited shall be sufficient for purposes of this paragraph to the extent that an amount is deposited with theTrusteeequal to theApplicable Premiumcalculated as of the date of the notice of redemption, with any deficit as of the date of the redemption only required to be deposited with theTrusteeonorprior to the date of the redemption;

(2) theIssuerhas paid all sums payable by theIssuerunder thisIndenture, and

(3) theIssuerhas delivered to theTrusteeanOfficers’ Certificateand anOpinion of Counselstating that all conditions precedent under thisIndenturerelating to the satisfaction and discharge of thisIndenturehave been complied with.

In the case of clause (B) of this Section 8.01, and subject to the next sentence and notwithstanding the foregoing paragraph, the Issuer’s obligations in Sections 2.05, 2.06, 2.07, 2.08, 4.01, 4.02, 4.03 (as to legal existence of the Issuer only), 7.07, 8.05 and 8.06 shall survive until the Notes are no longer outstanding pursuant to the last paragraph of Section 2.08. After the Notes are no longer outstanding, the Issuer’s obligations in Sections 7.07, 8.05 and 8.06 shall survive.

After such delivery or irrevocable deposit, the Trustee upon request shall acknowledge in writing the discharge of the Issuer’s obligations under the Notes and this Indenture except for those surviving obligations specified above.

SECTION 8.02. Legal DefeasanceandCovenant Defeasance.

(a) TheIssuermay, at its option and at any time, elect to have either paragraph (b) or (c)below applied to alloutstanding Notesupon compliance with the conditions set forth in Section 8.03.

(b) Upon theIssuer’s exercise under Section 8.02(a) hereofof the option applicable to this Section 8.02(b), theIssuerand theSubsidiary Guarantorsshall, subject to the satisfaction of the conditions set forth in Section 8.03, be deemed to have been discharged from their obligations with respect to alloutstanding Noteson the date the conditions set forth below are satisfied (hereinafter, “Legal Defeasance”). For this purpose,Legal Defeasancemeans that

theIssuerand theSubsidiary Guarantorsshall be deemed to have paid and discharged the entireIndebtednessrepresented by theoutstanding NotesandSubsidiary Guarantees, which shall thereafter be deemed to be “outstanding” only for the purposes of Section 8.04 hereofand the other Sections of thisIndenturereferred to in(i)and(ii)below, and to have satisfied all its other obligations under suchNotesand thisIndentureand theSubsidiary Guarantorsshall be deemed to have satisfied all of their obligations under theSubsidiary Guaranteesand thisIndenture(and theTrustee, on demand of and at the expense of theIssuer, shall execute proper instruments acknowledging the same), except for the following provisions which shall survive until otherwise terminatedordischarged hereunder:

(i) the rights ofHoldersofoutstanding Notesto receive, solely from the trust fund described in Section 8.04, and as more fully set forth in such Section 8.04, payments in respect of theprincipalof, premium, if any, andintereston suchNoteswhen such payments are due;

(ii) theIssuer’s obligations with respect to suchNotesunder ArticleTwoand Section 4.02hereof;

(iii) the rights, powers, trusts, duties and immunities of theTrusteehereunder and theIssuer’s obligations in connection therewith; and

(iv) the provisions of this Article Eightapplicable toLegal Defeasance.

Subject to compliance with this Article Eight, the Issuer may exercise its option under this Section 8.02(b) notwithstanding the prior exercise of its option under Section 8.02(c).

(c) Upon theIssuer’s exercise under paragraph (a) hereofof the option applicable to this paragraph (c), theIssuerand theSubsidiary Guarantorsshall, subject to the satisfaction of the conditions set forth in Section 8.03, be released from their respective obligations under the covenants contained in Sections 4.03 (other than with respect to the legal existence of theIssuer), 4.04, 4.07, 4.08, 4.09 and 4.10 and clause (3) of Section 5.01(a) with respect to theoutstanding Noteson and after the date the conditions set forth in Section 8.03are satisfied (hereinafter, “Covenant Defeasance”), and theNotesshall thereafter be deemed not “outstanding” for the purposes of any direction, waiver, consentordeclarationoract ofHolders(and the consequences of any thereof) in connection with such covenants, but shall continue to be deemed “outstanding” for all other purposes hereunder (it being understood that suchNotesshall not be deemedoutstandingfor accounting purposes). For this purpose,Covenant Defeasancemeans that, with respect to theoutstanding Notes, theIssuerand theSubsidiary Guarantorsmay omit to comply with and shall have no liability in respect of any term, conditionorlimitation set forth in any such covenant, whether directlyorindirectly, by reason of any reference elsewherehereinto any such covenantorby reason of any reference in any such covenant to any other provisionherein orin any other document and such omission to comply shall not constitute anEventofDefaultunder Section 6.01, but, except as specified above, the remainder of thisIndentureand suchNotesshall be unaffected thereby. In addition, upon theIssuer’s exercise under paragraph (a) hereofof the option applicable to this paragraph (c), subject to the satisfaction of the conditions set forth in Section 8.03, clauses (3), (4), and (5) of Section 6.01 shall not constituteEventsofDefault.

SECTION 8.03. Conditions toLegal Defeasance or Covenant Defeasance.

The following shall be the conditions to the application of either Section 8.02(b) or 8.02(c) hereof to the outstanding Notes:

(1) theIssuermust irrevocably deposit with theTrustee, in trust, for the benefit of theHolders,U.S. Legal Tender,U.S. Government Obligations ora combination thereof, in such amounts as will be sufficient (without reinvestment), in the opinion of a nationally recognized firm of independent public accountants selected by theIssuer, to pay theprincipalof andinterestand premium, if any, on theNoteson the stated date for paymentoron theredemption date Notes;

(2) in the case of Legal Defeasance, theIssuershall have delivered to theTrusteeanOpinion of Counselin the United States confirming that:

(a) the Issuer has received from, or there has been published by the Internal Revenue Service, a ruling, or

(b) since the date of this Indenture, there has been a change in the applicable U.S. federal income tax law,

in either case to the effect that, and based thereon the Holders will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Legal Defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred;

(3) in the case ofCovenant Defeasance, theIssuershall have delivered to theTrusteeanOpinion of Counselin the United States reasonably acceptable to theTrusteeconfirming that theHolderswill not recognize income, gainorloss for U.S. federal income tax purposes as a result of suchCovenant Defeasanceand will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if suchCovenant Defeasancehad not occurred;

(4) noDefaultshall have occurred and be continuing on the date of such deposit (other than aDefaultresulting from the borrowing of funds to be applied to such deposit);

(5) theLegal Defeasance or Covenant Defeasanceshall not result in a breachorviolation of,orconstitute aDefaultunder thisIndenture oradefaultunder any other material agreementorinstrument to which theIssuer orany of itsSubsidiariesis a partyorby which theIssuer orany of itsSubsidiariesis bound (other than any suchDefault or defaultresulting solely from the borrowing of funds to be applied to such deposit);

(6) theIssuershall have delivered to theTrusteeanOfficers’ Certificatestating that the deposit was not made by it with the intent of preferring theHoldersover any other creditors of theIssuer orwith the intent of defeating, hindering, delayingordefrauding any other of its creditors; and

(7) theIssuershall have delivered to theTrusteeanOfficers’ Certificateand anOpinion of Counsel, each stating that the conditionsprovidedfor in, in the case of theOfficers’ Certificate, clauses (1) through (6), as applicable, and, in the case of theOpinion of Counsel, clauses(2), if applicable, and/or (3)and(5)of this Section 8.03have been complied with.

SECTION 8.04. Application of Trust Money.

The Trustee or Paying Agent shall hold in trust U.S. Legal Tender and U.S. Government Obligations deposited with it pursuant to this Article Eight, and shall apply the deposited U.S. Legal Tender and the money from U.S. Government Obligations in accordance with this Indenture to the payment of the principal of and the interest on the Notes. The Trustee shall be under no obligation to invest said U.S. Legal Tender and U.S. Government Obligations, except as it may agree with the Issuer.

The Issuer shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the U.S. Legal Tender and U.S. Government Obligations deposited pursuant to Section 8.03 or the principal and interest received in respect thereof, other than any such tax, fee or other charge which by law is for the account of the Holders of the outstanding Notes.

Anything in this Article Eight to the contrary notwithstanding, the Trustee shall deliver or pay to the Issuer from time to time upon the Issuer’s request any U.S. Legal Tender and U.S. Government Obligations held by it as provided in Section 8.03 which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, are in excess of the amount thereof that would then be required to be deposited to effect an equivalent Legal Defeasance or Covenant Defeasance.

SECTION 8.05. Repayment to theIssuer.

The Trustee and the Paying Agent shall pay to the Issuer upon request any money held by them for the payment of principal or interest that remains unclaimed for two years;provided,however, that the Trustee or such Paying Agent, before being required to make any payment, may at the expense of the Issuer cause to be published once in a newspaper of general circulation in the City of New York or mail to each Holder entitled to such money notice that such money remains unclaimed and that after a date specified therein which shall be at least 30 days from the date of such publication or mailing any unclaimed balance of such money then remaining will be repaid to the Issuer. After payment to the Issuer, Holders entitled to such money must look to the Issuer for payment as general creditors unless an applicable law designates another Person.

SECTION 8.06. Reinstatement.

If the Trustee or Paying Agent is unable to apply any U.S. Legal Tender and U.S. Government Obligations in accordance with this Article Eight by reason of any legal proceeding or by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, or if the funds deposited with the Trustee to effect Covenant Defeasance are insufficient to pay the principal of, and interest on, the Notes

when due, the Issuer’s obligations under this Indenture, and the Notes and the Subsidiary Guarantees shall be revived and reinstated as though no deposit had occurred pursuant to this Article Eight until such time as the Trustee or Paying Agent is permitted to apply all such U.S. Legal Tender and U.S. Government Obligations in accordance with this Article Eight;provided that if the Issuer has made any payment of interest on, or principal of, any Notes because of the reinstatement of its obligations, the Issuer shall be subrogated to the rights of the Holders of such Notes to receive such payment from the U.S. Legal Tender and U.S. Government Obligations held by the Trustee or Paying Agent.

ARTICLE Nine

AMENDMENTS, SUPPLEMENTS AND WAIVERS

SECTION 9.01. Without Consent ofHolders.

(a) TheIssuer, theSubsidiary Guarantorsand theTrustee, together, mayamend orsupplement thisIndenture, theNotes ortheSubsidiary Guaranteeswithout notice toorconsent of anyHolder:

(1) to cure any ambiguity, defectorinconsistency in thisIndenture, theNotes ortheSubsidiary Guarantees;

(2) to provide for uncertificatedNotesin addition toorin place of certificatedNotes;

(3) to provide for the assumption of theIssuer’soraSubsidiary Guarantor’s obligations to theHoldersof theNotesin the case of a merger, consolidationorsale of allorsubstantially all of the assets, in accordance with ArticleFive;

(4) to add any additionalSubsidiary Guaranteeby any additionalSubsidiary Guarantor(which supplementalindentureneed not be executed by existingSubsidiary Guarantors);

(5) to release anySubsidiary Guarantorfrom any of its obligations under itsSubsidiary Guarantee orthisIndenture(to the extent permitted by thisIndenture);

(6) to make any change that would not materially adversely affect the rights of anyHolder;

(7) to make any change to conform thisIndenture, theNotes ortheSubsidiary Guaranteesto the "Description ofnotes" section of theProspectus Supplementof theIssuerrelating to theNotesdated March 28, 2017;

(8) to comply with requirements of theSECin order to effectormaintain the qualification of thisIndentureunder theTrust Indenture Act;or

(9) to evidence and provide for the acceptance of an appointment by a successortrustee;

provided,however, that the Issuer has delivered to the Trustee an Opinion of Counsel and an Officers’ Certificate, each stating that such amendment or supplement complies with the provisions of this Section 9.01.

SECTION 9.02. With Consent ofHolders.

(a) Subject to Section 6.07, theIssuer, theSubsidiary Guarantorsand theTrustee, together, with the written consent of theHolder or Holdersof a majority in aggregateprincipalamount of theoutstanding Notesmayamend orsupplement thisIndenture, theNotes ortheSubsidiary Guarantees, without notice to any otherHolders. Subject to Sections 6.07, theHolder or Holdersof a majority in aggregateprincipalamount of theoutstanding Notesmay waive compliance with any provision of thisIndenture, theNotes ortheSubsidiary Guaranteeswithout notice to any otherHolders.

(b) Notwithstanding Section 9.02(a), without the consent of eachHolderaffected, no amendmentorwaiver may:

(1) change theStated Maturityof theprincipalof,orany installment ofintereston, anyNote;

(2) reduce theprincipalamount of,orpremium, if any,or intereston, anyNote;

(3) change the place of payment ofprincipalof,orpremium, if any,or intereston, anyNote;

(4) impair the right to institute suit for the enforcement of any payment onorafter theStated Maturity(or, in the case of a redemption, onorafter theRedemption Date) of any Note;

(5) reduce the above-stated percentages ofoutstanding Notesthe consent of whoseHoldersis necessary to modifyor amendthisIndenture;

(6) waive adefaultin the payment ofprincipalof, premium, if any,or intereston theNotes;

(7) voluntarily release aSubsidiary Guarantorof theNotes, except as permitted by thisIndenture;

(8) reduce the percentageoraggregateprincipalamount ofoutstanding Notesthe consent of whoseHoldersis necessary for waiver of compliance with Sections 6.02 and 6.04;or

(9) modifyorchange any provisions of thisIndentureaffecting the ranking of theNotes ortheSubsidiary Guaranteesin any manner adverse to theHoldersof theNotes.

(c) It shall not be necessary for the consent of theHoldersunder this Section to approve the particular form of any proposed amendment, supplementorwaiver but it shall be sufficient if such consent approves the substance thereof.

(d) A consent to any amendment, supplementorwaiver under thisIndentureby anyHoldergiven in connection with an exchange (in the case of an exchange offer) or a tender (in the case of a tender offer) of suchHolder’s Noteswill not be rendered invalid by such tender or exchange.

(e) After an amendment, supplementorwaiver under this Section 9.02becomes effective, theIssuershall mail to theHoldersaffected thereby a notice briefly describing the amendment, supplementorwaiver. Any failure of theIssuerto mail such notice,orany defect therein, shall not, however, in any way impairoraffect the validity of any such amendment, supplementorwaiver.

SECTION 9.03. Compliance with the Trust Indenture Act.

From the date on which this Indenture is qualified under the Trust Indenture Act, every amendment, waiver or supplement of this Indenture, the Notes or the Subsidiary Guarantees shall comply with the Trust Indenture Act as then in effect.

SECTION 9.04. Revocation and Effect of Consents.

Until an amendment, waiver or supplement becomes effective, a consent to it by a Holder is a continuing consent by the Holder and every subsequent Holder of a Note or portion of a Note that evidences the same debt as the consenting Holder’s Note, even if notation of the consent is not made on any Note. However, any such Holder or subsequent Holder may revoke the consent as to his Note or portion of his Note by notice to the Trustee or the Issuer received before the date on which the Trustee receives an Officers’ Certificate certifying that the Holders of the requisite principal amount of Notes have consented (and not theretofore revoked such consent) to the amendment, supplement or waiver.

The Issuer may, but shall not be obligated to, fix a record date for the purpose of determining the Holders entitled to consent to any amendment, supplement or waiver, which record date shall be at least 30 days prior to the first solicitation of such consent. If a record date is fixed, then notwithstanding the last sentence of the immediately preceding paragraph, those Persons who were Holders at such record date (or their duly designated proxies), and only those Persons, shall be entitled to revoke any consent previously given, whether or not such Persons continue to be Holders after such record date. No such consent shall be valid or effective for more than 90 days after such record date. The Issuer shall inform the Trustee in writing of the fixed record date if applicable.

After an amendment, supplement or waiver becomes effective, it shall bind every Holder, unless it makes a change described in any of clauses (1) through (8) of Section 9.02(b),

in which case, the amendment, supplement or waiver shall bind only each Holder of a Note who has consented to it and every subsequent Holder of a Note or portion of a Note that evidences the same debt as the consenting Holder’s Note;provided,however, that any such waiver shall not impair or affect the right of any Holder to receive payment of principal of, and interest on, a Note, on or after the respective due dates therefor, or to bring suit for the enforcement of any such payment on or after such respective dates without the consent of such Holder.

SECTION 9.05. Notation onorExchange ofNotes.

If an amendment, supplement or waiver changes the terms of a Note, the Issuer may require the Holder of the Note to deliver it to the Trustee. The Issuer shall provide the Trustee with an appropriate notation on the Note about the changed terms and cause the Trustee to return it to the Holder at the Issuer’s expense. Alternatively, if the Issuer or the Trustee so determines, the Issuer in exchange for the Note shall issue, and the Trustee shall authenticate, a new Note that reflects the changed terms. Failure to make the appropriate notation or issue a new Note shall not affect the validity and effect of such amendment, supplement or waiver.

SECTION 9.06. TrusteeTo Sign Amendments, Etc.

The Trustee shall execute any amendment, supplement or waiver authorized pursuant to this Article Nine;provided,however, that the Trustee may, but shall not be obligated to, execute any such amendment, supplement or waiver which affects the Trustee’s own rights, duties or immunities under this Indenture. The Trustee shall be entitled to receive, and shall be fully protected in relying upon, an Opinion of Counsel and an Officers’ Certificate each stating that the execution of any amendment, supplement or waiver authorized pursuant to this Article Nine is authorized or permitted by this Indenture and constitutes legal, valid and binding obligations of the Issuer enforceable in accordance with its terms. Such Opinion of Counsel shall be at the expense of the Issuer.

ARTICLE Ten

SUBSIDIARY GUARANTEE

SECTION 10.01. Guarantee.

Subject to this Article Ten, each of the Subsidiary Guarantors hereby, jointly and severally, unconditionally guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the obligations of the Issuer hereunder or thereunder, that: (a) the principal of and interest on the Notes will be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of and interest on the Notes, if any, if lawful, and all other obligations of the Issuer to the Holders or the Trustee hereunder or thereunder will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. Failing payment when due of any

amount so guaranteed or any performance so guaranteed for whatever reason, the Subsidiary Guarantors shall be jointly and severally obligated to pay the same immediately. Each Subsidiary Guarantor agrees that this is a guarantee of payment and not a guarantee of collection.

The Subsidiary Guarantors hereby agree that their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the Issuer, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Each Subsidiary Guarantor hereby waives, to the extent permitted by applicable law, diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Issuer, any right to require a proceeding first against the Issuer, protest, notice and all demands whatsoever and covenant that this Note Guarantee shall not be discharged except by complete performance of the obligations contained in the Notes and this Indenture.

If any Holder or the Trustee is required by any court or otherwise to return to the Issuer, the Subsidiary Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either the Issuer or the Subsidiary Guarantors, any amount paid by either to the Trustee or such Holder, this Subsidiary Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect.

Each Subsidiary Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Subsidiary Guarantor further agrees that, as between the Subsidiary Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article Six hereof for the purposes of this Subsidiary Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such obligations as provided in Article Six hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by the Subsidiary Guarantors for the purpose of this Subsidiary Guarantee.

SECTION 10.02. Limitation on Subsidiary Guarantor Liability.

Each Subsidiary Guarantor, and by its acceptance of Notes, each Holder, hereby confirms that it is the intention of all such parties that the Subsidiary Guarantee of such Subsidiary Guarantor not constitute a fraudulent transfer or conveyance for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law to the extent applicable to any Subsidiary Guarantee. To effectuate the foregoing intention, the Trustee, the Holders and the Subsidiary Guarantors hereby irrevocably agree that the obligations of such Subsidiary Guarantor will, after giving effect to such maximum amount and all other contingent and fixed liabilities of such Subsidiary Guarantor that are relevant under such laws, and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Subsidiary Guarantor in respect of the obligations of such other Subsidiary Guarantor under this Article Ten,

result in the obligations of such Subsidiary Guarantor under its Subsidiary Guarantee not constituting a fraudulent transfer or conveyance. Each Subsidiary Guarantor that makes a payment for distribution under its Subsidiary Guarantee is entitled to a contribution from each other Subsidiary Guarantor in apro rata amount based on the adjusted net assets of each Subsidiary Guarantor.

SECTION 10.03. Execution and Delivery ofSubsidiary Guarantee.

To evidence its Subsidiary Guarantee set forth in Section 10.01, each Subsidiary Guarantor hereby agrees that a notation of such Subsidiary Guarantee substantially in the form included inExhibit C shall be endorsed by an Officer of such Subsidiary Guarantor on each Note authenticated and delivered by the Trustee and that this Indenture shall be executed on behalf of such Subsidiary Guarantor by an Officer.

Each Subsidiary Guarantor hereby agrees that its Subsidiary Guarantee set forth in Section 10.01 shall remain in full force and effect notwithstanding any failure to endorse on each Note a notation of such Subsidiary Guarantee.

If an Officer whose signature is on this Indenture or on the Subsidiary Guarantee no longer holds that office at the time the Trustee authenticates the Note on which a Subsidiary Guarantee is endorsed, the Subsidiary Guarantee shall be valid nevertheless.

The delivery of any Note by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Subsidiary Guarantee set forth in this Indenture on behalf of the Subsidiary Guarantors.

SECTION 10.04. Release of aSubsidiary Guarantor.

A Subsidiary Guarantor shall be automatically and unconditionally released from its obligations under its Note Guarantee and its obligations under this Indenture:

(1) upon any sale, exchangeortransfer to aPersonnot anAffiliateof theIssuerof all of theCapital Stockheld by theIssuerand itsSubsidiariesin,orallorsubstantially all of the assets of, suchSubsidiary Guarantor;

(2) upon the liquidationordissolution of suchSubsidiary Guarantor;provided that noDefault or EventofDefaultshall occur as a result thereof;

(3) if theIssuerexercises itsLegal Defeasanceoption under Section 8.02(b)oritsCovenant Defeasanceoption under Section 8.02(c),orif theIssuer’s obligations under thisIndentureare discharged in accordance with Section 8.01;or

(4) if aSubsidiary Guarantorceases toguaranteethe obligations of theIssuerunder any suchIndebtednessof theIssuerthat would constituteIndebtednessunder clauses (1)or(2) under the definition thereof in an amount at least equal to $50 million;

provided,however, that in the case of clauses (1) and (2) above, (x) such sale or other disposition is made to a Person other than the Issuer or any of its Subsidiaries and (y) such sale or

disposition is otherwise permitted by this Indenture. Upon any such occurrence specified in this Section 10.04, at the Issuer’s request, and upon delivery to the Trustee of an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent under the Indenture relating to such release have been complied with, the Trustee shall execute any documents reasonably requested by the Issuer evidencing such release. A Person that has been released pursuant to this Section 10.04 shall cease to be a Subsidiary Guarantor for all purposes under this Indenture from and after the date of such release unless and until such Person again becomes a Subsidiary Guarantor pursuant to Section 4.09.

Nothing contained in this Indenture or in any of the Notes shall prevent any consolidation or merger of a Subsidiary Guarantor with or into the Issuer (in which case such Subsidiary Guarantor shall no longer be a Subsidiary Guarantor) or another Subsidiary Guarantor or shall prevent any sale or conveyance of the property of a Subsidiary Guarantor as an entirety or substantially as an entirety to the Issuer or another Subsidiary Guarantor.

ARTICLE Eleven

MISCELLANEOUS

SECTION 11.01. Trust Indenture Act Controls.

If any provision of this Indenture limits, qualifies, or conflicts with another provision which is required or deemed to be included in this Indenture by the Trust Indenture Act, such required or deemed provision shall control.

SECTION 11.02. Notices.

Any notices or other communications required or permitted hereunder shall be in writing, and shall be sufficiently given if made by hand delivery, by telex, by nationally recognized overnight courier service, by telecopier or registered or certified mail, postage prepaid, return receipt requested, addressed as follows:

if to the Issuer or a Subsidiary Guarantor:

c/o Omega Healthcare Investors, Inc.

303 International Circle, Suite 200

Hunt Valley, Maryland 21030

Attention: Robert O. Stephenson

Telephone:	(410) 427-1700
Facsimile:	(410) 427-8800

with a copy to:

Bryan Cave LLP

One Atlantic Center

Fourteenth Floor

1201 W. Peachtree Street, NW

Atlanta, Georgia 30309-3471

Attention: Eliot Robinson

Telephone:	(404) 572-6600
Facsimile:	(404) 572-6999

if to the Trustee:

U.S. Bank National Association

Two Midtown Plaza

1349 W. Peachtree Street, NW., Suite 1050

EX-GA-ATPT

Atlanta, Georgia 30309

Attention: Corporate Trust Department

Telephone:	(404) 965 - 7218
Facsimile:	(404) 365 - 7946

Each of the Issuer and the Trustee by written notice to each other such Person may designate additional or different addresses for notices to such Person. Any notice or communication to the Issuer and the Trustee, shall be deemed to have been given or made as of the date so delivered if personally delivered; when replied to; when receipt is acknowledged, if telecopied; five (5) calendar days after mailing if sent by registered or certified mail, postage prepaid (except that a notice of change of address shall not be deemed to have been given until actually received by the addressee); and next Business Day if by nationally recognized overnight courier service.

Any notice or communication mailed to a Holder shall be mailed to him by first class mail or other equivalent means at his address as it appears on the registration books of the Registrar and shall be sufficiently given to him if so mailed within the time prescribed.

Failure to mail a notice or communication to a Holder or any defect in it shall not affect its sufficiency with respect to other Holders. If a notice or communication is mailed in the manner provided above, it is duly given, whether or not the addressee receives it.

SECTION 11.03. Communications byHolderswith Other Holders.

Holders may communicate pursuant to Trust Indenture Act § 312(b) with other Holders with respect to their rights under this Indenture, the Notes or the Subsidiary Guarantees. The Issuer, the Trustee, the Registrar and any other Person shall have the protection of Trust Indenture Act § 312(c).

SECTION 11.04. Certificate and Opinion as to Conditions Precedent.

Upon any request or application by the Issuer to the Trustee to take any action under this Indenture, the Issuer shall furnish to the Trustee at the request of the Trustee:

(1) anOfficers’ Certificate, in form and substance satisfactory to theTrustee, stating that, in the opinion of the signers, all conditions precedent to be performedoreffected by theIssuer, if any,providedfor in thisIndenturerelating to the proposed action have been complied with; and

(2) anOpinion of Counselstating that, in the opinion of such counsel, all such conditions precedent have been complied with.

SECTION 11.05. Statements Required in CertificateorOpinion.

Each certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture, other than the Officers’ Certificate required by Section 4.05, shall include:

(1) a statement that thePersonmaking such certificateoropinion has read such covenantorcondition;

(2) a brief statement as to the nature and scope of the examinationorinvestigation upon which the statementsoropinions contained in such certificateoropinion are based;

(3) a statement that, in the opinion of suchPerson, he has made such examinationorinvestigation as is necessary to enable him to express an informed opinion as to whetherornot such covenantorcondition has been complied withorsatisfied; and

(4) a statement as to whetherornot, in the opinion of each suchPerson, such conditionorcovenant has been complied with;provided, however, that with respect to matters of fact, anOpinion of Counselmay rely on anOfficers’ Certificate orcertificates of public officials.

SECTION 11.06. Rules by Paying AgentorRegistrar.

The Paying Agent or Registrar may make reasonable rules and set reasonable requirements for their functions.

SECTION 11.07. Legal Holidays.

If a payment date is not a Business Day, payment may be made on the next succeeding day that is a Business Day.

SECTION 11.08. Governing Law.

This Indenture, the Notes and the Subsidiary Guarantees will be governed by and construed in accordance with the laws of the State of New York.

SECTION 11.09. No Adverse Interpretation of Other Agreements.

This Indenture may not be used to interpret another indenture, loan or debt agreement of any of the Issuer or any of its Subsidiaries. Any such indenture, loan or debt agreement may not be used to interpret this Indenture.

SECTION 11.10. No Recourse Against Others.

No director, officer, employee, incorporator, stockholder, member or manager or controlling person of the Issuer or any Subsidiary Guarantor shall have any liability for any obligations of the Issuer under the Notes or this Indenture or of any Subsidiary Guarantor under its Subsidiary Guarantee or the Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of Notes by accepting a Note waives and releases all such liability. Such waiver and release are part of the consideration for issuance of the Notes.

SECTION 11.11. Successors.

All agreements of the Issuer and the Subsidiary Guarantors in this Indenture, the Notes and the Note Guarantees shall bind their respective successors. All agreements of the Trustee in this Indenture shall bind its successor.

SECTION 11.12. Duplicate Originals.

All parties may sign any number of copies of this Indenture. Each signed copy or counterpart shall be an original, but all of them together shall represent the same agreement.

SECTION 11.13. Severability.

To the extent permitted by applicable law, in case any one or more of the provisions in this Indenture, in the Notes or in the Subsidiary Guarantees shall be held invalid, illegal or unenforceable, in any respect for any reason, the validity, legality and enforceability of any such provision in every other respect and of the remaining provisions shall not in any way be affected or impaired thereby, it being intended that all of the provisions hereof shall be enforceable to the full extent permitted by law.

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

	OMEGA HEALTHCARE INVESTORS, INC.,
	as Issuer

	By:	/s/ Robert O Stephenson
		Name: Robert O. Stephenson
		Title: Chief Financial Officer, Treasurer and Assistant Secretary

[Signature Page to Indenture]

OHI HEALTHCARE PROPERTIES LIMITED PARTNERSHIP, as a Subsidiary Guarantor

By:	OHI Healthcare Properties Holdco, Inc., as its Primary General Partner

	By:	/s/ Robert O Stephenson
		Name: Robert O. Stephenson
		Title: Chief Financial Officer, Treasurer and Assistant Secretary

[Signature Page to Indenture]

	11900 EAST ARTESIA BOULEVARD, LLC
	1200 ELY STREET HOLDINGS CO. LLC
	13922 CERISE AVENUE, LLC
	1628 B STREET, LLC
	2400 PARKSIDE DRIVE, LLC
	2425 TELLER AVENUE, LLC
	245 EAST WILSHIRE AVENUE, LLC
	3232 ARTESIA REAL ESTATE, LLC
	3806 CLAYTON ROAD, LLC
	42235 COUNTY ROAD HOLDINGS CO. LLC
	446 SYCAMORE ROAD, L.L.C.
	48 HIGH POINT ROAD, LLC
	523 HAYES LANE, LLC
	637 EAST ROMIE LANE, LLC
	ALAMOGORDO AVIV, L.L.C.
	ALBANY STREET PROPERTY, L.L.C.
	ARIZONA LESSOR - INFINIA, LLC
	ARKANSAS AVIV, L.L.C.
	ARMA YATES, L.L.C.
	AVERY STREET PROPERTY, L.L.C
	AVIV ASSET MANAGEMENT, L.L.C.
	AVIV FINANCING I, L.L.C.
	AVIV FINANCING II, L.L.C.
	AVIV FINANCING III, L.L.C.
	AVIV FINANCING IV, L.L.C.
	AVIV FINANCING V, L.L.C.
	AVIV FOOTHILLS, L.L.C.
	AVIV HEALTHCARE PROPERTIES OPERATING PARTNERSHIP I, L.P.
	AVIV LIBERTY, L.L.C.
	AVON OHIO, L.L.C.
	BALA CYNWYD REAL ESTATE, LP
	BAYSIDE COLORADO HEALTHCARE ASSOCIATES, LLC
	BAYSIDE STREET II, LLC
	BAYSIDE STREET, LLC
	BELLEVILLE ILLINOIS, L.L.C.

	as Subsidiary Guarantors

	By:	/s/ Robert O Stephenson
		Name: Robert O. Stephenson
		Title: Chief Financial Officer, Treasurer and Assistant Secretary

[Signature Page to Indenture]

	BELLINGHAM II ASSOCIATES, L.L.C.
	BETHEL ALF PROPERTY, L.L.C.
	BHG AVIV, L.L.C.
	BIGLERVILLE ROAD, L.L.C.
	BONHAM TEXAS, L.L.C.
	BRADENTON ALF PROPERTY, L.L.C.
	BURTON NH PROPERTY, L.L.C.
	CALIFORNIA AVIV TWO, L.L.C.
	CALIFORNIA AVIV, L.L.C.
	CAMAS ASSOCIATES, L.L.C.
	CANTON HEALTH CARE LAND, LLC
	CARNEGIE GARDENS LLC
	CASA/SIERRA CALIFORNIA ASSOCIATES, L.L.C.
	CFG 2115 WOODSTOCK PLACE LLC
	CHAMPAIGN WILLIAMSON FRANKLIN, L.L.C.
	CHARDON OHIO PROPERTY HOLDINGS, L.L.C.
	CHARDON OHIO PROPERTY, L.L.C.
	CHATHAM AVIV, L.L.C.
	CHIPPEWA VALLEY, L.L.C.
	CHR BARTOW LLC
	CHR BOCA RATON LLC
	CHR BRADENTON LLC
	CHR CAPE CORAL LLC
	CHR FORT MYERS LLC
	CHR FORT WALTON BEACH LLC
	CHR LAKE WALES LLC
	CHR LAKELAND LLC
	CHR POMPANO BEACH BROWARD LLC
	CHR POMPANO BEACH LLC
	CHR SANFORD LLC
	CHR SPRING HILL LLC
	CHR ST. PETE BAY LLC
	CHR ST. PETE EGRET LLC
	CHR TAMPA CARROLLWOOD LLC

	as Subsidiary Guarantors

	By:	/s/ Robert O Stephenson
		Name: Robert O. Stephenson
		Title: Chief Financial Officer, Treasurer and Assistant Secretary

[Signature Page to Indenture]

	CHR TAMPA LLC
	CHR TARPON SPRINGS LLC
	CHR TITUSVILLE LLC
	CLARKSTON CARE, L.L.C.
	CLAYTON ASSOCIATES, L.L.C.
	COLONIAL GARDENS, LLC
	COLONIAL MADISON ASSOCIATES, L.L.C.
	COLORADO LESSOR - CONIFER, LLC
	COLUMBUS TEXAS AVIV, L.L.C.
	COLUMBUS WESTERN AVENUE, L.L.C.
	COLVILLE WASHINGTON PROPERTY, L.L.C.
	COMMERCE NURSING HOMES, L.L.C.
	COMMERCE STERLING HART DRIVE, L.L.C.
	CONROE RIGBY OWEN ROAD, L.L.C.
	CR AVIV, L.L.C.
	CRETE PLUS FIVE PROPERTY, L.L.C.
	CROOKED RIVER ROAD, L.L.C.
	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, LP
	CSE CHELMSFORD LLC
	CSE CHESTERTON LLC
	CSE CLAREMONT LLC
	CSE CORPUS NORTH LLC
	CSE DENVER ILIFF LLC
	CSE DENVER LLC
	CSE DOUGLAS LLC

	as Subsidiary Guarantors

	By:	/s/ Robert O Stephenson
		Name: Robert O. Stephenson
		Title: Chief Financial Officer, Treasurer and Assistant Secretary

[Signature Page to Indenture]

	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

	as Subsidiary Guarantors

	By:	/s/ Robert O Stephenson
		Name: Robert O. Stephenson
		Title: Chief Financial Officer, Treasurer and Assistant Secretary

[Signature Page to Indenture]

	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, LP
	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
	CUYAHOGA FALLS PROPERTY, L.L.C.
	CUYAHOGA FALLS PROPERTY II, L.L.C.
	DALLAS TWO PROPERTY, L.L.C.
	DANBURY ALF PROPERTY, L.L.C.
	DARIEN ALF PROPERTY, L.L.C.

	as Subsidiary Guarantors

	By:	/s/ Robert O Stephenson
		Name: Robert O. Stephenson
		Title: Chief Financial Officer, Treasurer and Assistant Secretary

[Signature Page to Indenture]

	DELTA INVESTORS I, LLC
	DELTA INVESTORS II, LLC
	DENISON TEXAS, L.L.C.
	DESERT LANE LLC
	DIXIE WHITE HOUSE NURSING HOME, LLC
	DIXON HEALTH CARE CENTER, LLC
	EAST ROLLINS STREET, L.L.C.
	EDGEWOOD DRIVE PROPERTY, L.L.C.
	EFFINGHAM ASSOCIATES, L.L.C.
	ELITE MATTOON, L.L.C.
	ELITE YORKVILLE, L.L.C.
	ENCANTO SENIOR CARE, LLC
	FALCON FOUR PROPERTY HOLDING, L.L.C.
	FALCON FOUR PROPERTY, L.L.C.
	FALFURRIAS TEXAS, L.L.C.
	FLORIDA ALF PROPERTIES, L.L.C.
	FLORIDA FOUR PROPERTIES, L.L.C.
	FLORIDA LESSOR – MEADOWVIEW, LLC
	FLORIDA REAL ESTATE COMPANY, LLC
	FORT STOCKTON PROPERTY, L.L.C.
	FOUR FOUNTAINS AVIV, L.L.C.
	FREDERICKSBURG SOUTH ADAMS STREET, L.L.C.
	FREEWATER OREGON, L.L.C.
	FULLERTON CALIFORNIA, L.L.C.
	G&L GARDENS, LLC
	GARDNERVILLE PROPERTY, L.L.C.
	GEORGIA LESSOR - BONTERRA/PARKVIEW, LLC
	GERMANTOWN PROPERTY, L.L.C.
	GILTEX CARE, L.L.C.
	GLENDALE NH PROPERTY, L.L.C.
	GOLDEN HILL REAL ESTATE COMPANY, LLC
	GONZALES TEXAS PROPERTY, L.L.C.
	GREAT BEND PROPERTY, L.L.C.
	GREENBOUGH, LLC
	GREENVILLE KENTUCKY PROPERTY, L.L.C.
	HERITAGE MONTEREY ASSOCIATES, L.L.C.

	as Subsidiary Guarantors

	By:	/s/ Robert O Stephenson
		Name: Robert O. Stephenson
		Title: Chief Financial Officer, Treasurer and Assistant Secretary

[Signature Page to Indenture]

	HHM AVIV, L.L.C.
	HIDDEN ACRES PROPERTY, L.L.C.
	HIGHLAND LEASEHOLD, L.L.C.
	HOBBS ASSOCIATES, L.L.C.
	HOT SPRINGS ATRIUM OWNER, LLC
	HOT SPRINGS AVIV, L.L.C.
	HOT SPRINGS COTTAGES OWNER, LLC
	HOT SPRINGS MARINA OWNER, LLC
	HOUSTON TEXAS AVIV, L.L.C.
	HUTCHINSON KANSAS, L.L.C.
	HUTTON I LAND, LLC
	HUTTON II LAND, LLC
	HUTTON III LAND, LLC
	IDAHO ASSOCIATES, L.L.C.
	ILLINOIS MISSOURI PROPERTIES, L.L.C.
	INDIANA LESSOR – WELLINGTON MANOR, LLC
	IOWA LINCOLN COUNTY PROPERTY, L.L.C.
	JASPER SPRINGHILL STREET, L.L.C.
	KANSAS FIVE PROPERTY, L.L.C.
	KARAN ASSOCIATES TWO, L.L.C.
	KARAN ASSOCIATES, L.L.C.
	KARISSA COURT PROPERTY, L.L.C.
	KB NORTHWEST ASSOCIATES, L.L.C.
	KENTUCKY NH PROPERTIES, L.L.C.
	KINGSVILLE TEXAS, L.L.C.
	LAD I REAL ESTATE COMPANY, LLC
	LEATHERMAN 90-1, LLC
	LEATHERMAN PARTNERSHIP 89-1, LLC
	LEATHERMAN PARTNERSHIP 89-2, LLC
	LOUISVILLE DUTCHMANS PROPERTY, L.L.C.
	MAGNOLIA DRIVE PROPERTY, L.L.C.
	MANOR ASSOCIATES, L.L.C.
	MANSFIELD AVIV, L.L.C.
	MASSACHUSETTS NURSING HOMES, L.L.C.
	MCCARTHY STREET PROPERTY, L.L.C.
	MERIDIAN ARMS LAND, LLC
	MINNESOTA ASSOCIATES, L.L.C.

	as Subsidiary Guarantors

	By:	/s/ Robert O Stephenson
		Name: Robert O. Stephenson
		Title: Chief Financial Officer, Treasurer and Assistant Secretary

[Signature Page to Indenture]

	MISHAWAKA PROPERTY, L.L.C.
	MISSOURI ASSOCIATES, L.L.C.
	MISSOURI REGENCY ASSOCIATES, L.L.C.
	MONTANA ASSOCIATES, L.L.C.
	MONTEREY PARK LEASEHOLD MORTGAGE, L.L.C.
	MOUNT WASHINGTON PROPERTY, L.L.C.
	MT. VERNON TEXAS, L.L.C.
	MURRAY COUNTY, L.L.C.
	MUSCATINE TOLEDO PROPERTIES, L.L.C.
	N.M. BLOOMFIELD THREE PLUS ONE LIMITED COMPANY
	N.M. ESPANOLA THREE PLUS ONE LIMITED COMPANY
	N.M. LORDSBURG THREE PLUS ONE LIMITED COMPANY
	N.M. SILVER CITY THREE PLUS ONE LIMITED COMPANY
	NEW HOPE PROPERTY, L.L.C.
	NEWTOWN ALF PROPERTY, L.L.C.
	NICHOLASVILLE KENTUCKY PROPERTY, L.L.C.
	NORTH LAS VEGAS LLC
	NORTH ROYALTON OHIO PROPERTY, L.L.C.
	NORWALK ALF PROPERTY, L.L.C.
	NRS VENTURES, L.L.C.
	OAKLAND NURSING HOMES, L.L.C.
	OCEAN SPRINGS NURSING HOME, LLC
	OCTOBER ASSOCIATES, L.L.C.
	OGDEN ASSOCIATES, L.L.C.
	OHI (CONNECTICUT), LLC
	OHI (ILLINOIS), LLC
	OHI (INDIANA), LLC
	OHI (IOWA), LLC
	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

	as Subsidiary Guarantors

	By:	/s/ Robert O Stephenson
		Name: Robert O. Stephenson
		Title: Chief Financial Officer, Treasurer and Assistant Secretary

[Signature Page to Indenture]

	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) BRIGHTON, LLC
	OHI ASSET (CO) DENVER, LLC
	OHI ASSET (CO) MESA, LLC
	OHI ASSET (CO), LLC
	OHI ASSET (CT) LENDER, LLC
	OHI ASSET (FL) EUSTIS, LLC
	OHI ASSET (FL) GRACEVILLE, LLC
	OHI ASSET (FL) LAKE PLACID, LLC
	OHI ASSET (FL) LENDER, LLC
	OHI ASSET (FL) LUTZ, LLC
	OHI ASSET (FL) MARIANNA, LLC
	OHI ASSET (FL) MIDDLEBURG, LLC
	OHI ASSET (FL) PENSACOLA - HILLVIEW, LLC
	OHI ASSET (FL) PENSACOLA, LLC
	OHI ASSET (FL) PORT ST. JOE, LLC
	OHI ASSET (FL) SEBRING, LLC
	OHI ASSET (FL), LLC
	OHI ASSET (GA) CORDELE, LLC
	OHI ASSET (GA) DUNWOODY, LLC
	OHI ASSET (GA) MACON, LLC
	OHI ASSET (GA) MOULTRIE, LLC
	OHI ASSET (GA) NASHVILLE, LLC
	OHI ASSET (GA) ROSWELL, LLC
	OHI ASSET (GA) SNELLVILLE, LLC
	OHI ASSET (GA) VALDOSTA, 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

	as Subsidiary Guarantors

	By:	/s/ Robert O Stephenson
		Name: Robert O. Stephenson
		Title: Chief Financial Officer, Treasurer and Assistant Secretary

[Signature Page to Indenture]

	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 (KY) BEATTYVILLE, LLC
	OHI ASSET (KY) LOUISVILLE - 1120 CRISTLAND, LLC
	OHI ASSET (KY) LOUISVILLE - 2529 SIX MILE LANE, LLC
	OHI ASSET (KY) MORGANTOWN, LLC
	OHI ASSET (KY) OWENSBORO, LLC
	OHI ASSET (LA) BATON ROUGE, LLC
	OHI ASSET (LA), LLC
	OHI ASSET (MD) BALTIMORE - PALL MALL, LLC

	as Subsidiary Guarantors

	By:	/s/ Robert O Stephenson
		Name: Robert O. Stephenson
		Title: Chief Financial Officer, Treasurer and Assistant Secretary

[Signature Page to Indenture]

	OHI ASSET (MD) BALTIMORE - WEST BELVEDERE, LLC
	OHI ASSET (MD) SALISBURY, LLC
	OHI ASSET (MD), LLC
	OHI ASSET (MI) CARSON CITY, LLC
	OHI ASSET (MI) HEATHER HILLS, LLC
	OHI ASSET (MI), LLC
	OHI ASSET (MO) JACKSON, 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) BISCOE, LLC
	OHI ASSET (NC) CORNELIUS, LLC
	OHI ASSET (NC) DREXEL, LLC
	OHI ASSET (NC) FAYETTEVILLE, LLC
	OHI ASSET (NC) HALLSBORO, LLC
	OHI ASSET (NC) MARION, LLC
	OHI ASSET (NC) MARSHVILLE, LLC
	OHI ASSET (NC) MOCKSVILLE – 1007 HOWARD STREET, LLC
	OHI ASSET (NC) MOCKSVILLE – 1304 MADISON ROAD, LLC
	OHI ASSET (NC) NASHVILLE, LLC
	OHI ASSET (NC) RAEFORD, LLC
	OHI ASSET (NC) ROCKY MOUNT – 1558 S. WINSTEAD, LLC
	OHI ASSET (NC) ROCKY MOUNT – 415 N. WINSTEAD, LLC

	as Subsidiary Guarantors

	By:	/s/ Robert O Stephenson
		Name: Robert O. Stephenson
		Title: Chief Financial Officer, Treasurer and Assistant Secretary

[Signature Page to Indenture]

	OHI ASSET (NC) SALISBURY, LLC
	OHI ASSET (NC) SALUDA, LLC
	OHI ASSET (NC) SHALLOTTE, LLC
	OHI ASSET (NC) WADESBORO, LLC
	OHI ASSET (NC) WAYNESVILLE, LLC
	OHI ASSET (NC) WILMINGTON, LLC
	OHI ASSET (NC) WINSTON SALEM, LLC
	OHI ASSET (NY) 2ND AVENUE, LLC
	OHI ASSET (NY) 93RD STREET, LLC
	OHI ASSET (OH) HUBER HEIGHTS, LLC
	OHI ASSET (OH) LENDER, LLC
	OHI ASSET (OH) NEW LONDON, LLC
	OHI ASSET (OH) STEUBENVILLE, LLC
	OHI ASSET (OH) TOLEDO, LLC
	OHI ASSET (OH) WEST CARROLLTON, LLC
	OHI ASSET (OH), LLC
	OHI ASSET (OR) PORTLAND, LLC
	OHI ASSET (OR) TROUTDALE, LLC
	OHI ASSET (PA) GP, LLC
	OHI ASSET (PA) WEST MIFFLIN, LP
	OHI ASSET (PA), LLC
	OHI ASSET (PA), LP
	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) FIVE FORKS, LLC
	OHI ASSET (SC) GREENVILLE COTTAGES, LLC
	OHI ASSET (SC) GREENVILLE GRIFFITH, LLC
	OHI ASSET (SC) GREENVILLE LAURENS, LLC
	OHI ASSET (SC) GREENVILLE NORTH, LLC
	OHI ASSET (SC) GREENVILLE, LLC
	OHI ASSET (SC) GREER, LLC
	OHI ASSET (SC) MARIETTA, LLC
	OHI ASSET (SC) MCCORMICK, LLC
	OHI ASSET (SC) ORANGEBURG, LLC

	as Subsidiary Guarantors

	By:	/s/ Robert O Stephenson
		Name: Robert O. Stephenson
		Title: Chief Financial Officer, Treasurer and Assistant Secretary

[Signature Page to Indenture]

	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) CLEVELAND, LLC
	OHI ASSET (TN) COLLIERVILLE, LLC
	OHI ASSET (TN) COLUMBIA, LLC
	OHI ASSET (TN) ELIZABETHTON, LLC
	OHI ASSET (TN) JAMESTOWN, LLC
	OHI ASSET (TN) JEFFERSON CITY, LLC
	OHI ASSET (TN) MEMPHIS - 1150 DOVECREST, LLC
	OHI ASSET (TN) MEMPHIS, LLC
	OHI ASSET (TN) MONTEAGLE, LLC
	OHI ASSET (TN) MONTEREY, LLC
	OHI ASSET (TN) MOUNTAIN CITY, LLC
	OHI ASSET (TN) NASHVILLE, LLC
	OHI ASSET (TN) PIGEON FORGE, LLC
	OHI ASSET (TN) ROCKWOOD, LLC
	OHI ASSET (TN) ROGERSVILLE - 109 HIGHWAY 70 NORTH, LLC
	OHI ASSET (TN) ROGERSVILLE, LLC
	OHI ASSET (TN) SOUTH PITTSBURG, LLC
	OHI ASSET (TN) SPRING CITY, LLC
	OHI ASSET (TN) WESTMORELAND, LLC
	OHI ASSET (TX) ANDERSON, LLC
	OHI ASSET (TX) ATHENS, 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

	as Subsidiary Guarantors

	By:	/s/ Robert O Stephenson
		Name: Robert O. Stephenson
		Title: Chief Financial Officer, Treasurer and Assistant Secretary

[Signature Page to Indenture]

	OHI ASSET (TX) HONDO, LLC
	OHI ASSET (TX) ITALY, LLC
	OHI ASSET (TX) LONGVIEW, LLC
	OHI ASSET (TX) SCHERTZ, LLC
	OHI ASSET (TX) WINNSBORO ALF, 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 - 1165 PEPSI PLACE, LLC
	OHI ASSET (VA) CHARLOTTESVILLE, LLC
	OHI ASSET (VA) CHESAPEAKE, LLC
	OHI ASSET (VA) FARMVILLE, LLC
	OHI ASSET (VA) GALAX, LLC
	OHI ASSET (VA) HILLSVILLE, LLC
	OHI ASSET (VA) MADISON, LLC
	OHI ASSET (VA) MARTINSVILLE SNF, LLC
	OHI ASSET (VA) MECHANICSVILLE, LLC
	OHI ASSET (VA) MIDLOTHIAN, LLC
	OHI ASSET (VA) NORFOLK, LLC
	OHI ASSET (VA) PORTSMOUTH, LLC
	OHI ASSET (VA) RICHMOND - 2420 PEMBERTON ROAD, LLC
	OHI ASSET (VA) RICHMOND - 9101 BON AIR, LLC
	OHI ASSET (VA) ROCKY MOUNT, LLC
	OHI ASSET (VA) SUFFOLK, LLC
	OHI ASSET (WA) BATTLE GROUND, LLC
	OHI ASSET (WA) FORT VANCOUVER, LLC
	OHI ASSET (WV) DANVILLE, LLC
	OHI ASSET (WV) IVYDALE, LLC
	OHI ASSET CHG ALF, LLC
	OHI ASSET CSB LLC
	OHI ASSET CSE-E SUBSIDIARY, LLC
	OHI ASSET CSE-E, LLC
	OHI ASSET CSE-U SUBSIDIARY, LLC
	OHI ASSET CSE-U, LLC

	as Subsidiary Guarantors

	By:	/s/ Robert O Stephenson
		Name: Robert O. Stephenson
		Title: Chief Financial Officer, Treasurer and Assistant Secretary

[Signature Page to Indenture]

	OHI ASSET HUD CFG, LLC
	OHI ASSET HUD DELTA, LLC
	OHI ASSET HUD H-F, 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 II (PA), LP
	OHI ASSET III (PA), LP
	OHI ASSET IV (PA) SILVER LAKE, LP
	OHI ASSET MANAGEMENT, LLC
	OHI ASSET RO PMM SERVICES, LLC
	OHI ASSET RO, LLC
	OHI ASSET S-W, LLC
	OHI ASSET, LLC
	OHI HEALTHCARE PROPERTIES HOLDCO, INC.
	OHI MEZZ LENDER, LLC
	OHI TENNESSEE, LLC
	OHIMA, LLC
	OHIO AVIV THREE, L.L.C.
	OHIO AVIV TWO, L.L.C.
	OHIO AVIV, L.L.C.
	OHIO INDIANA PROPERTY, L.L.C.
	OHIO PENNSYLVANIA PROPERTY, L.L.C.
	OKLAHOMA TWO PROPERTY, L.L.C.
	OKLAHOMA WARR WIND, L.L.C.
	OMAHA ASSOCIATES, L.L.C.
	OMEGA TRS I, INC.
	ORANGE ALF PROPERTY, L.L.C.
	ORANGE VILLAGE CARE CENTER, LLC
	ORANGE, L.L.C.
	OREGON ASSOCIATES, L.L.C.
	OSO AVENUE PROPERTY, L.L.C.
	OSTROM AVENUE PROPERTY, L.L.C.
	PALM VALLEY SENIOR CARE, LLC
	PANAMA CITY NURSING CENTER LLC
	PAVILLION NORTH PARTNERS, LLC

	as Subsidiary Guarantors

	By:	/s/ Robert O Stephenson
		Name: Robert O. Stephenson
		Title: Chief Financial Officer, Treasurer and Assistant Secretary

[Signature Page to Indenture]

	PAVILLION NORTH, LLP
	PAVILLION NURSING CENTER NORTH, LLC
	PEABODY ASSOCIATES TWO, L.L.C.
	PEABODY ASSOCIATES, L.L.C.
	PENNINGTON ROAD PROPERTY, L.L.C.
	PENSACOLA REAL ESTATE HOLDINGS I, LLC
	PENSACOLA REAL ESTATE HOLDINGS II, LLC
	PENSACOLA REAL ESTATE HOLDINGS III, LLC
	PENSACOLA REAL ESTATE HOLDINGS IV, LLC
	PENSACOLA REAL ESTATE HOLDINGS V, LLC
	POCATELLO IDAHO PROPERTY, L.L.C.
	POMONA VISTA L.L.C.
	PRESCOTT ARKANSAS, L.L.C.
	PV REALTY-CLINTON, LLC
	PV REALTY-KENSINGTON, LLC
	PV REALTY-WILLOW TREE, LLC
	RATON PROPERTY LIMITED COMPANY
	RAVENNA OHIO PROPERTY, L.L.C.
	RED ROCKS, L.L.C.
	RICHLAND WASHINGTON, L.L.C.
	RIDGECREST SENIOR CARE, LLC
	RIVERSIDE NURSING HOME ASSOCIATES TWO, L.L.C.
	RIVERSIDE NURSING HOME ASSOCIATES, L.L.C.
	ROCKINGHAM DRIVE PROPERTY, L.L.C.
	ROSE BALDWIN PARK PROPERTY L.L.C.
	S.C. PORTFOLIO PROPERTY, L.L.C.
	SALEM ASSOCIATES, L.L.C.
	SAN JUAN NH PROPERTY, LLC
	SANDALWOOD ARKANSAS PROPERTY, L.L.C.
	SANTA ANA-BARTLETT, L.L.C.
	SANTA FE MISSOURI ASSOCIATES, L.L.C.

	as Subsidiary Guarantors

	By:	/s/ Robert O Stephenson
		Name: Robert O. Stephenson
		Title: Chief Financial Officer, Treasurer and Assistant Secretary

[Signature Page to Indenture]

	SAVOY/BONHAM VENTURE, L.L.C.
	SEARCY AVIV, L.L.C.
	SEDGWICK PROPERTIES, L.L.C.
	SEGUIN TEXAS PROPERTY, L.L.C.
	SIERRA PONDS PROPERTY, L.L.C.
	SKYLER BOYINGTON, LLC
	SKYLER FLORIDA, LLC
	SKYLER MAITLAND LLC
	SKYLER PENSACOLA, LLC
	SKYVIEW ASSOCIATES, L.L.C.
	SOUTHEAST MISSOURI PROPERTY, L.L.C.
	SOUTHERN CALIFORNIA NEVADA, L.L.C.
	ST. JOSEPH MISSOURI PROPERTY, L.L.C.
	ST. MARY’S PROPERTIES, LLC
	STAR CITY ARKANSAS, L.L.C.
	STEPHENVILLE TEXAS PROPERTY, L.L.C.
	STERLING ACQUISITION, LLC
	STEVENS AVENUE PROPERTY, L.L.C.
	SUN-MESA PROPERTIES, L.L.C.
	SUWANEE, LLC
	TEXAS FIFTEEN PROPERTY, L.L.C.
	TEXAS FOUR PROPERTY, L.L.C.
	TEXAS LESSOR – STONEGATE GP, LLC
	TEXAS LESSOR – STONEGATE, LIMITED, LLC
	TEXAS LESSOR – STONEGATE, LP
	TEXHOMA AVENUE PROPERTY, L.L.C.
	THE SUBURBAN PAVILION, LLC
	TUJUNGA, L.L.C.
	TULARE COUNTY PROPERTY, L.L.C.
	TWINSBURG OHIO PROPERTY, LLC
	VRB AVIV, L.L.C.
	WASHINGTON IDAHO PROPERTY, L.L.C.
	WASHINGTON LESSOR – SILVERDALE, LLC
	WASHINGTON-OREGON ASSOCIATES, L.L.C.
	WATAUGA ASSOCIATES, L.L.C.
	WELLINGTON LEASEHOLD, L.L.C.
	WEST PEARL STREET, L.L.C.
	WEST YARMOUTH PROPERTY I, L.L.C.

	as Subsidiary Guarantors

	By:	/s/ Robert O Stephenson
		Name: Robert O. Stephenson
		Title: Chief Financial Officer, Treasurer and Assistant Secretary

[Signature Page to Indenture]

	WESTERVILLE OHIO OFFICE PROPERTY, L.L.C.
	WESTON ALF PROPERTY, LLC
	WHEELER HEALTHCARE ASSOCIATES, L.L.C.
	WHITLOCK STREET PROPERTY, L.L.C.
	WILCARE, LLC
	WILLIS TEXAS AVIV, L.L.C.
	YUBA AVIV, L.L.C.

	as Subsidiary Guarantors

	By:	/s/ Robert O Stephenson
		Name: Robert O. Stephenson
		Title: Chief Financial Officer, Treasurer and Assistant Secretary

[Signature Page to Indenture]

U.S. BANK NATIONAL ASSOCIATION,
	as Trustee

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

[Signature Page to Indenture]

EXHIBIT A

[Insert the Global Note Legend, if applicable pursuant to the provisions of the Indenture]

OMEGA HEALTHCARE INVESTORS, INC.

4.750% Senior Notes due 2028

CUSIP No.

No. [ ]

OMEGA HEALTHCARE INVESTORS, INC., a Maryland corporation (the “Issuer”), for value received promises to pay to Cede & Co., or its registered assigns, the principal sum of [ ] DOLLARS [or such other amount as is provided in a schedule attached hereto]^a on January 15, 2028.

Interest Payment Dates: January 15 and July 15, commencing January 15, 2018.

Record Dates: January 1 and July 1.

Reference is made to the further provisions of this Note contained herein, which will for all purposes have the same effect as if set forth at this place.

^aThis language should be included only if the Note is issued in global form.^bThis schedule should be included only if the Note is issued in global form.

A-1

IN WITNESS WHEREOF, the Issuer has caused this Note to be signed manually or by facsimile by its duly authorized officer.

Dated:

	OMEGA HEALTHCARE INVESTORS, INC., as Issuer

	By:
		Name:
		Title:

A-2

[FORM OF] TRUSTEE’S CERTIFICATE OF AUTHENTICATION

This is one of the 4.750% Senior Notes due 2028 described in the within-mentioned Indenture.

Dated:

	U.S. BANK NATIONAL ASSOCIATION,
	as Trustee

	By:
		Authorized Signatory

A-3

(Reverse of Note)

4.750% Senior Notes due 2028

Capitalized terms used herein shall have the meanings assigned to them in the Indenture referred to below unless otherwise indicated.

SECTION 1. Interest. Omega Healthcare Investors, Inc., a Maryland corporation (the “Issuer”), promises to pay interest on the principal amount of this Note at 4.750% per annum from April 4, 2017 until maturity. The Issuer will pay interest semi-annually on January 15 and July 15 of each year, or if any such day is not a Business Day, on the next succeeding Business Day (each an “Interest Payment Date”), commencing January 15, 2018. Interest on the Notes will accrue from the most recent date to which interest has been paid or, if no interest has been paid, from April 4, 2017. The Issuer shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal and premium, if any, from time to time on demand to the extent lawful at the interest rate applicable to the Notes; it shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest (without regard to any applicable grace periods) from time to time on demand at the same rate to the extent lawful. Interest will be computed on the basis of a 360-day year of twelve 30-day months.

SECTION 2. Method of Payment. The Issuer will pay interest on the Notes to the Persons who are registered Holders of Notes at the close of business on January 1 or July 1 next preceding the Interest Payment Date, even if such Notes are canceled after such record date and on or before such Interest Payment Date, except as provided in Section 2.12 of the Indenture with respect to defaulted interest. The Notes will be issued in denominations of $2,000 and integral multiples of $1,000 in excess thereof. The Issuer shall pay principal, premium, if any, and interest on the Notes in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts (“U.S. Legal Tender”). Principal of, premium, if any, and interest on the Notes will be payable at the office or agency of the Issuer maintained for such purpose except that, at the option of the Issuer, the payment of interest may be made by check mailed to the Holders of the Notes at their respective addresses set forth in the register of Holders of Notes. Until otherwise designated by the Issuer, the Issuer’s office or agency in New York will be the office of the Trustee maintained for such purpose.

SECTION 3. Paying Agent and Registrar. Initially, U.S. Bank National Association, the Trustee under the Indenture, will act as Paying Agent and Registrar. The Issuer may change any Paying Agent or Registrar without notice to any Holder. Except as provided in the Indenture, the Issuer or any of their Subsidiaries may act in any such capacity.

SECTION 4. Indenture. The Issuer issued the Notes under an Indenture dated as of April 4, 2017 (“Indenture”) by and among the Issuer, the Subsidiary Guarantors and the Trustee. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939, as amended (15 U.S. Code §§ 77aaa-77bbbb) (the “Trust Indenture Act”). The Notes are subject to all such terms, and Holders are referred to the Indenture and the Trust Indenture Act for a statement of such terms.

A-4

SECTION 5. Optional Redemption. The Notes will be redeemable at the option of the Issuer, in whole or in part, at any time, and from time to time, upon not less than 30 days’ nor more than 60 days’ notice. If the Notes are redeemed prior to October 15, 2027, the Redemption Price will be equal to the greater of:

(a) 100% of theprincipalamount of theNotesto be redeemed, and

(b) the sum of the present values of the remaining scheduled payments ofprincipalandintereston theNotesto be redeemed (exclusive ofinterestaccrued to the applicableRedemption Date) discounted to suchRedemption Dateon a semiannual basis, assuming a 360-day year consisting of twelve 30-day months, at theTreasury Rateplus 40 basis points (the “Applicable Premium”),

plus, in each case of clauses (a) and (b) above, accrued and unpaid interest thereon to, but not including, the applicable Redemption Date;provided,however, that if the Redemption Date falls after the Record Date and on or prior to the corresponding Interest Payment Date, the Issuer will pay the full amount of accrued and unpaid interest, if any, on such Interest Payment Date to the Holder of Notes at the close of business on the corresponding Record Date (instead of the holder surrendering its Notes for redemption).

If the Notes are redeemed on or after October 15, 2027, the Redemption Price will be equal to 100% of the principal amount of the Notes being redeemed, plus accrued and unpaid interest thereon to, but not including, such Redemption Date.

“Treasury Rate” means (1) the yield, under the heading which represents the average for the immediately preceding week, appearing in the most recently published statistical release designated “H.15(519)” or any successor publication which is published weekly by the Board of Governors of the Federal Reserve System and which establishes yields on actively traded United States Treasury securities adjusted to constant maturity under the caption “Treasury Constant Maturities,” for the maturity corresponding to the Comparable Treasury Issue (if no maturity is within three months before or after the remaining life of the Notes, yields for the two published maturities most closely corresponding to the Comparable Treasury Issue will be determined and the Treasury Rate will be interpolated or extrapolated from such yields on a straight line basis, rounding to the nearest month), or (2) if such release (or any successor release) is not published during the week preceding the calculation date or does not contain such yields, the rate per annum equal to the semi-annual equivalent yield to maturity of the Comparable Treasury Issue, calculated using a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for the applicable Redemption Date. The Treasury Rate shall be calculated on the third Business Day preceding the applicable Redemption Date.

“Comparable Treasury Issue” means, with respect to any Redemption Date for the Notes, the United States Treasury security selected by the Independent Investment Banker as having an actual or interpolated maturity comparable to the remaining term of the Notes to be redeemed that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of the Notes to be redeemed.

A-5

“Comparable Treasury Price” means, with respect to any Redemption Date for the Notes:

(i) the average of fiveReference Treasury Dealer Quotationsfor suchRedemption Date, afterexcludingthe highest and lowest suchReference Treasury Dealer Quotations,or

(ii) if theIssuerobtains fewer than five but more than one suchReference Treasury Dealer Quotationsfor suchRedemption Date, the average of all such quotations,or

(iii) if theIssuerobtains only one suchReference Treasury Dealer Quotationfor suchRedemption Date, thatReference Treasury Dealer Quotation.

“Independent Investment Banker” means, with respect to any Redemption Date for the Notes, an independent investment banking institution of national standing appointed by the Issuer with respect to such Redemption Date.

“Reference Treasury Dealer” means (1) J.P. Morgan Securities LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, a Primary Treasury Dealer selected by Credit Agricole Securities (USA) Inc., and (2) any two other Primary Treasury Dealers selected by the Issuer;provided,however, that if any Reference Treasury Dealers referred to in clause (1) above ceases to be a primary U.S. Government securities dealer (a “Primary Treasury Dealer”), the Issuer will substitute therefor another Primary Treasury Dealer.

“Reference Treasury Dealer Quotations” means, with respect to each Reference Treasury Dealer and any Redemption Date for the Notes, the average, as determined by the Issuer, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Trustee by such Reference Treasury Dealer at 3:30 p.m., New York City time, on the third Business Day preceding the applicable redemption date.

SECTION 6. [Reserved].

SECTION 7. Notice of Redemption. Notice of redemption will be mailed by first class mail at least 30 days but not more than 60 days before the redemption date to each Holder of Notes to be redeemed at its registered address. Notes in denominations larger than $2,000 may be redeemed in part. If any Note is to be redeemed in part only, the notice of redemption that relates to such Note shall state the portion of the principal amount thereof to be redeemed. A new Note in principal amount equal to the unredeemed portion thereof will be issued in the name of the Holder thereof upon cancellation of the original Note. On and after the Redemption Date interest ceases to accrue on Notes or portions thereof called for redemption.

SECTION 8. Mandatory Redemption. The Issuer shall not be required to make mandatory redemption payments with respect to the Notes.

SECTION 9. Additional Notes. The Issuer may, from time to time, without the consent of the Holders of the Notes, create and issue additional notes (the “Additional Notes”)

A-6

ranking pari passu with the Initial Notes in all respects (or in all respects except for the public offering price of the Additional Notes, the issue date thereof, the payment of interest accruing on the Additional Notes prior to the issue date thereof or except for the first payment of interest on the Additional Notes following the issue date thereof). The Additional Notes shall be treated as a single class with the Initial Notes and have the same terms as to status, redemption or otherwise as the Initial Notes, provided that if such Additional Notes are not fungible with the Initial Notes for U.S. federal income tax purposes, such Additional Notes will have a separate CUSIP or ISIN number.

SECTION 10. Denominations, Transfer, Exchange. The Notes are in registered form without coupons in denominations of $2,000 and integral multiples of $1,000 in excess thereof. The transfer of Notes may be registered and Notes may be exchanged as provided in the Indenture. The Registrar and the Trustee may require a Holder, among other things, to furnish appropriate endorsements and transfer documents and the Issuer may require a Holder to pay any taxes and fees required by law or permitted by the Indenture. The Issuer and the Registrar are not required to transfer or exchange any Note selected for redemption. Also, the Issuer and the Registrar are not required to transfer or exchange any Notes for a period of 15 days before a selection of Notes to be redeemed.

SECTION 11. Persons Deemed Owners. The registered Holder of a Note may be treated as its owner for all purposes.

SECTION 12. Amendment, Supplement and Waiver. Subject to certain exceptions set forth in the Indenture, the Indenture, the Notes and the Subsidiary Guarantees may be amended or supplemented with the written consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding, and any existing Default or compliance with any provision may be waived with the consent of the Holders of a majority in aggregate principal amount of the Notes then outstanding. Without notice to or consent of any Holder, the parties thereto may also amend or supplement the Indenture, the Notes and the Subsidiary Guarantees under the limited circumstances provided in the Indenture.

SECTION 13. Defaults and Remedies. If a Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes generally may declare all the Notes to be due and payable immediately. Notwithstanding the foregoing, in the case of a Default arising from certain events of bankruptcy or insolvency as set forth in the Indenture, with respect to the Issuer, all outstanding Notes will become due and payable without further action or notice. Holders of the Notes may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Notes notice of any continuing Default if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Notes then outstanding by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default and its consequences under the Indenture except a continuing Default in the payment of interest on, or the principal of, or the premium on, the Notes.

A-7

SECTION 14. Restrictive Covenants. The Indenture contains certain covenants that, among other things, limit the ability of the Issuer and its Subsidiaries to incur indebtedness or to consolidate, merge or sell all or substantially all of its assets, and require the Issuer and its Subsidiaries, on a consolidated basis, to maintain a minimum ratio of Total Unencumbered Assets to Unsecured Indebtedness. The limitations are subject to a number of important qualifications and exceptions. The Issuer must annually report to the Trustee on compliance with such limitations and other provisions in the Indenture.

SECTION 15. No Recourse Against Others. No director, officer, employee, incorporator, stockholder, member or manager or controlling person of the Issuer or any Subsidiary Guarantor shall have any liability for any obligations of the Issuer under the Notes or the Indenture, or of any Subsidiary Guarantor under its Subsidiary Guarantee or the Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of Notes by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes.

SECTION 16. Subsidiary Guarantees. This Note will be entitled to the benefits of certain Subsidiary Guarantees made for the benefit of the Holders. Reference is hereby made to the Indenture for a statement of the respective rights, limitations of rights, duties and obligations thereunder of the Subsidiary Guarantors, the Trustee and the Holders.

SECTION 17. Trustee Dealings with the Issuer. Subject to certain terms, the Trustee under the Indenture, in its individual or any other capacity, may become the owner or pledgee of Notes and may otherwise deal with the Issuer, their Subsidiaries or their respective Affiliates as if it were not the Trustee.

SECTION 18. Authentication. This Note shall not be valid until authenticated by the manual signature of the Trustee or an authenticating agent.

SECTION 19. Abbreviations. Customary abbreviations may be used in the name of a Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the entirety), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian), and U/G/M/A (= Uniform Gifts to Minors Act).

SECTION 20. CUSIP and ISIN Numbers. Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification Procedures, the Issuer has caused CUSIP and ISIN numbers to be printed on the Notes and the Trustee may use CUSIP or ISIN numbers in notices of redemption as a convenience to Holders. No representation is made as to the accuracy of such numbers either as printed on the Notes or as contained in any notice of redemption and reliance may be placed only on the other identification numbers placed thereon.

SECTION 21. Governing Law.This Note shall be governed by, and construed in accordance with, the laws of the State of New York.

The Issuer will furnish to any Holder upon written request and without charge a copy of the Indenture.

A-8

ASSIGNMENT FORM

I or we assign and transfer this Note to

(Print or type name, address and zip code of assignee or transferee)

(Insert Social Security or other identifying number of assignee or transferee)

and irrevocably appoint _______________________________________ agent to transfer this Note on the books of the Issuer. The agent may substitute another to act for him.

Dated: _________________	Signed:
		(Sign exactly as name appears on
		the other side of this Note)

Signature Guarantee:
	Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor program reasonably acceptable to the Trustee)

A-9

SCHEDULE OF PRINCIPAL AMOUNT^b

The initial principal amount at maturity of this Global Note shall be $ . The following decreases/increases in the principal amount at maturity of this Global Note have been made:

Date of Decrease/Increase	Amount of decrease in Principal Amount of this Global Note	Amount of increase in Principal Amount of this Global Note	Principal Amount of this Global Note following such decrease (or increase)	Signature of authorized officer of Trustee or Note Custodian

This schedule should be included only if the Note is issued in global form.

A-10

EXHIBIT B

FORM OF LEGENDS

Each Global Note authenticated and delivered hereunder shall bear the following legend:

THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITORY OR A NOMINEE OF A DEPOSITORY OR A SUCCESSOR DEPOSITORY IN CUSTODY FOR THE BENEFICIAL OWNERS HEREOF.

THIS NOTE IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (A) THE TRUSTEE OR THE REGISTRAR MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.02 OF THE INDENTURE, (B) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.15(b) OF THE INDENTURE, (C) EXCEPT AS OTHERWISE PROVIDED IN SECTION 2.15(b) OF THE INDENTURE, THIS GLOBAL NOTE MAY BE TRANSFERRED IN WHOLE, BUT NOT IN PART, ONLY (X) BY THE DEPOSITORY TO A NOMINEE OF THE DEPOSITORY, (Y) BY A NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY OR ANOTHER NOMINEE OF THE DEPOSITORY OR (Z) BY THE DEPOSITORY OR ANY NOMINEE TO A SUCCESSOR DEPOSITORY OR TO A NOMINEE OF SUCH SUCCESSOR DEPOSITORY, AND (D) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.11 OF THE INDENTURE.

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

B-1

EXHIBIT C

SUBSIDIARY GUARANTEE

For value received, each of the undersigned (including any successor Person under the Indenture) hereby unconditionally guarantees, jointly and severally, to the extent set forth in the Indenture (as defined below) to the Holder of this Note the payment of principal, premium, if any, and interest on this Note in the amounts and at the times when due and interest on the overdue principal, premium, if any, and interest, if any, of this Note when due, if lawful, and, to the extent permitted by law, the payment or performance of all other obligations of the Issuer under the Indenture or the Notes, to the Holder of this Note and the Trustee, all in accordance with and subject to the terms and limitations of this Note, the Indenture, including Article Ten thereof, and this Subsidiary Guarantee. This Subsidiary Guarantee will become effective in accordance with Article Ten of the Indenture and its terms shall be evidenced therein. The validity and enforceability of any Subsidiary Guarantee shall not be affected by the fact that it is not affixed to any particular Note.

Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Indenture dated as of April 4, 2017, among Omega Healthcare Investors, Inc., a Maryland corporation (the “Issuer”), the Subsidiary Guarantors named therein and U.S. Bank National Association, as trustee (the “Trustee”), as amended or supplemented (the “Indenture”).

The obligations of the undersigned to the Holders of Notes and to the Trustee pursuant to this Subsidiary Guarantee and the Indenture are expressly set forth in Article Ten of the Indenture and reference is hereby made to the Indenture for the precise terms of the Subsidiary Guarantee and all of the other provisions of the Indenture to which this Subsidiary Guarantee relates.

No director, officer, employee, incorporator, stockholder, member or manager or controlling person of any Subsidiary Guarantor, as such, shall have any liability for any obligations of such Subsidiary Guarantor under such Subsidiary Guarantor’s Subsidiary Guarantee or the Indenture or for any claim based on, in respect of, or by reason of, such obligation or its creation.

This Subsidiary Guarantee shall be governed by, and construed in accordance with, the laws of the State of New York.

This Subsidiary Guarantee is subject to release upon the terms set forth in the Indenture.

C-1

IN WITNESS WHEREOF, each Subsidiary Guarantor has caused its Subsidiary Guarantee to be duly executed.

Date:

	[ ]

	By:
		Name:
		Title:

C-2

Omega Healthcare Investors (OHI) 8-KEntry into a Material Definitive Agreement