SECOND SUPPLEMENTAL INDENTURE
Exhibit 4.1
SECOND SUPPLEMENTAL INDENTURE
SECOND SUPPLEMENTAL INDENTURE (this “Second Supplemental Indenture”), dated as of May 7, 2020, among Gulf Coast Buyer 1, LLC, a Delaware limited liability company (the “Guaranteeing Subsidiary”), CTR Partnership, L.P., a Delaware limited partnership (“Partnership”), CareTrust Capital Corp., a Delaware corporation (together with Partnership, the “Issuers”), the other Guarantors (as defined in the Indenture referred to herein) and Xxxxx Fargo Bank, National Association, as trustee under the Indenture referred to below (the “Trustee”).
W I T N E S S E T H
WHEREAS, the Issuers have heretofore executed and delivered to the Trustee an indenture, dated as of May 24, 2017 (the “Base Indenture”), as supplemented by the First Supplemental Indenture, dated as of May 24, 2017 (the “Supplemental Indenture” and together with the Base Indenture, the “Indenture”) providing for the issuance of 5.25% Senior Notes due 2025 (the “Notes”);
WHEREAS, the Indenture provides that under certain circumstances the Guaranteeing Subsidiary shall execute and deliver to the Trustee a supplemental indenture pursuant to which the Guaranteeing Subsidiary shall unconditionally guarantee all of the Issuers’ obligations under the Notes and the Indenture on the terms and conditions set forth herein (the “Note Guarantee”); and
WHEREAS, pursuant to Section 9.1 of the Indenture, the Trustee is authorized to execute and deliver this Second Supplemental Indenture.
NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Guaranteeing Subsidiary and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders as follows:
1. CAPITALIZED TERMS. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.
2. AGREEMENT TO GUARANTEE. The Guaranteeing Subsidiary hereby agrees to provide an unconditional guarantee on the terms and subject to the conditions set forth in the Indenture including but not limited to Article Ten thereof.
3. NO RECOURSE AGAINST OTHERS. No recourse for the payment of the principal of, premium, if any, or interest on any of the Notes or for any claim based thereon or otherwise in respect thereof, and no recourse under or upon any obligation, covenant or agreement of Parent, the Issuers or the Guarantors in the Indenture or this Second Supplemental Indenture, or in any of the Notes or Note Guarantees or because of the creation of any Indebtedness represented hereby, shall be had against any incorporator, stockholder, member, manager, partner, officer, director, employee or controlling person, in their capacity as such, of the Issuers or the Guarantors or of any successor Person thereof. Each Holder, by accepting the Notes, waives and releases all such liability. Such waiver and release are part of the consideration for issuance of the Notes.
4. GOVERNING LAW; WAIVER OF TRIAL RIGHT. This Second Supplemental Indenture will be governed by and construed in accordance with the laws of the State of New York. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS SECOND SUPPLEMENTAL INDENTURE OR THE TRANSACTION CONTEMPLATED HEREBY.
5. COUNTERPARTS. The parties may sign any number of copies of this Second Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement.
6. EFFECT OF HEADINGS. The Section headings herein are for convenience only and shall not affect the construction hereof.
7. THE TRUSTEE. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Second Supplemental Indenture or any of the terms or provisions hereof or for or in respect of the recitals or statements contained herein, all of which recitals and statements are made solely by the Guaranteeing Subsidiary and Partnership.
8. BINDING NATURE OF SECOND SUPPLEMENTAL INDENTURE. The Guaranteeing Subsidiary hereby represents and warrants that this Second Supplemental Indenture is its legal, valid and binding obligation, enforceable against it in accordance with its terms.
[Signature pages follow]
IN WITNESS WHEREOF, the parties hereto have caused this Second Supplemental Indenture to be duly executed, all as of the date first above written.
GULF COAST BUYER 1, LLC, as a Guarantor By: CTR PARTNERSHIP, L.P., its sole member By: CareTrust GP, LLC, its general partner By: CareTrust REIT, Inc., its sole member | ||||||||
| By: | /s/ Xxxxxxx X. Xxxxxx | |||||||
| Name: | Xxxxxxx X. Xxxxxx | |||||||
| Title: | Chief Financial Officer, Treasurer and Secretary | |||||||
CTR PARTNERSHIP, L.P., as an Issuer By: CareTrust GP, LLC, its general partner By: CareTrust REIT, Inc., its sole member | ||||||||
| By: | /s/ Xxxxxxx X. Xxxxxx | |||||||
| Name: | Xxxxxxx X. Xxxxxx | |||||||
| Title: | Chief Financial Officer, Treasurer and Secretary | |||||||
CARETRUST CAPITAL CORP., as an Issuer | ||||||||
| By: | /s/ Xxxxxxx X. Xxxxxx | |||||||
| Name: | Xxxxxxx X. Xxxxxx | |||||||
| Title: | Chief Financial Officer, Treasurer and Secretary | |||||||
CARETRUST REIT, INC., as a Guarantor | ||||||||
| By: | /s/ Xxxxxxx X. Xxxxxx | |||||||
| Name: | Xxxxxxx X. Xxxxxx | |||||||
| Title: | Chief Financial Officer, Treasurer and Secretary | |||||||
| EXISTING SUBSIDIARY GUARANTORS, as Guarantors 18TH PLACE HEALTH HOLDINGS LLC 00XX XXXXXX HEALTH HOLDINGS LLC 0XX XXXXXX HOLDINGS LLC 51ST AVENUE HEALTH HOLDINGS LLC ANSON HEALTH HOLDINGS LLC ARAPAHOE HEALTH HOLDINGS LLC ARROW TREE HEALTH HOLDINGS LLC AVENUE N HOLDINGS LLC BIG SIOUX RIVER HEALTH HOLDINGS LLC BOARDWALK HEALTH HOLDINGS LLC XXXXXXXX HEALTH HOLDINGS LLC XXXXXX HEALTHCARE HOLDINGS LLC CASA XXXXX RETIREMENT LLC CEDAR AVENUE HOLDINGS LLC CHERRY HEALTH HOLDINGS LLC CM HEALTH HOLDINGS LLC COTTONWOOD HEALTH HOLDINGS LLC CTR ARVADA PREFERRED, LLC CTR CASCADIA PREFERRED, LLC DALLAS INDEPENDENCE LLC XXXXX HEALTH HOLDINGS LLC XXXXXX HEALTHCARE HOLDINGS LLC ENSIGN BELLFLOWER LLC ENSIGN HIGHLAND LLC ENSIGN SOUTHLAND LLC EVERGLADES HEALTH HOLDINGS LLC EXPO PARK HEALTH HOLDINGS LLC EXPRESSWAY HEALTH HOLDINGS LLC FALLS CITY HEALTH HOLDINGS LLC FIFTH EAST HOLDINGS LLC FIG STREET HEALTH HOLDINGS LLC FLAMINGO HEALTH HOLDINGS LLC FORT STREET HEALTH HOLDINGS LLC GAZEBO PARK HEALTH HOLDINGS LLC XXXXXXXX PARK HEALTH HOLDINGS LLC GOLFVIEW HOLDINGS LLC GRANADA INVESTMENTS LLC XXXXXXXXX HEALTH HOLDINGS LLC XXXXXXXXXX HEALTH HOLDINGS LLC HILLVIEW HEALTH HOLDINGS LLC IRVING HEALTH HOLDINGS LLC IVES HEALTH HOLDINGS LLC XXXXXXXXX XXXXXXX HOLDINGS LLC JORDAN HEALTH PROPERTIES LLC XXXXX RANCH HEALTHCARE HOLDINGS LLC KINGS COURT HEALTH HOLDINGS LLC LAFAYETTE HEALTH HOLDINGS LLC LEMON RIVER HOLDINGS LLC XXXXXXXX HEALTH HOLDINGS LLC LONG BEACH HEALTH ASSOCIATES LLC XXXXXX HEALTH HOLDINGS LLC XXXXXX XXXX HEALTH HOLDINGS LLC LUFKIN HEALTH HOLDINGS LLC MEADOWBROOK HEALTH ASSOCIATES LLC MEMORIAL HEALTH HOLDINGS LLC MESQUITE HEALTH HOLDINGS LLC MISSION CCRC LLC MOENIUM HOLDINGS LLC MOUNTAINVIEW COMMUNITYCARE LLC NORTHSHORE HEALTHCARE HOLDINGS LLC | ||||||||
| XXXXXX PARK HEALTH HOLDINGS LLC OREM HEALTH HOLDINGS LLC XXXXXXX HEALTH HOLDINGS LLC PLAZA HEALTH HOLDINGS LLC POLK HEALTH HOLDINGS LLC PRAIRIE HEALTH HOLDINGS LLC PRICE HEALTH HOLDINGS LLC QUEEN CITY HEALTH HOLDINGS LLC QUEENSWAY HEALTH HOLDINGS LLC RB HEIGHTS HEALTH HOLDINGS LLC REGAL ROAD HEALTH HOLDINGS LLC XXXXX AVENUE HEALTH HOLDINGS LLC RILLITO HOLDINGS LLC RIO GRANDE HEALTH HOLDINGS LLC SALMON RIVER HEALTH HOLDINGS LLC SALT LAKE INDEPENDENCE LLC SAN XXXXXXX HEALTH HOLDINGS LLC SARATOGA HEALTH HOLDINGS LLC SILVER LAKE HEALTH HOLDINGS LLC SILVERADA HEALTH HOLDINGS LLC SKY HOLDINGS AZ LLC SNOHOMISH HEALTH HOLDINGS LLC SOUTH XXXX HEALTH HOLDINGS LLC STILLHOUSE HEALTH HOLDINGS LLC TEMPLE HEALTH HOLDINGS LLC TENTH EAST HOLDINGS LLC TERRACE HOLDINGS AZ LLC TRINITY MILL HOLDINGS LLC XXXXXXXXX HEALTH HOLDINGS LLC TULALIP BAY HEALTH HOLDINGS LLC VALLEY HEALTH HOLDINGS LLC VERDE VILLA HOLDINGS LLC XXXXX HEALTH HOLDINGS LLC XXXXXXX HEALTH HOLDINGS LLC WILLOWS HEALTH HOLDINGS LLC WISTERIA HEALTH HOLDINGS LLC | ||||||||
| By: | /s/ Xxxxxxx X. Xxxxxx | |||||||
| Name: | Xxxxxxx X. Xxxxxx | |||||||
| Title: | Chief Financial Officer, Treasurer and Secretary | |||||||
XXXXX FARGO BANK, NATIONAL ASSOCIATION, as Trustee | ||||||||
| By: | /s/ Xxxxxxx Tu | |||||||
| Name: | Xxxxxxx Tu | |||||||
| Title: | Vice President | |||||||
