NATIONAL HEALTH INVESTORS, INC., AS ISSUER THE GUARANTEEING SUBSIDIARIES PARTY HERETO, THE SUBSIDIARY GUARANTORS PARTY HERETO, AS SUBSIDIARY GUARANTORS AND REGIONS BANK, AS TRUSTEE SECOND SUPPLEMENTAL INDENTURE Dated as of March 31, 2022 SUPPLEMENT TO...
NATIONAL HEALTH INVESTORS, INC.,
AS ISSUER
THE GUARANTEEING SUBSIDIARIES PARTY HERETO,
THE SUBSIDIARY GUARANTORS PARTY HERETO,
AS SUBSIDIARY GUARANTORS
AND
REGIONS BANK,
AS TRUSTEE
Dated as of March 31, 2022
SUPPLEMENT TO INDENTURE
DATED AS OF JANUARY 26, 2021, BETWEEN
NATIONAL HEALTH INVESTORS, INC. (AS ISSUER)
AND
REGIONS BANK (AS TRUSTEE)
SECOND SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of March 31, 2022, among National Health Investors, Inc. (or its permitted successor), a Maryland corporation (the “Issuer”), each of the subsidiaries of the Issuer listed in Schedule A hereto as “Guaranteeing Subsidiaries” (collectively, the “Guaranteeing Subsidiaries”), the Subsidiary Guarantors (as defined in the Indenture referred to herein) and Regions Bank, as trustee under the Indenture referred to below (the “Trustee”).
W I T N E S S E T H
WHEREAS, the Issuer has heretofore executed and delivered to the Trustee an indenture dated as of January 26, 2021 (the “Base Indenture”), by and between the Issuer and the Trustee, as supplemented by a supplemental indenture, dated as of January 26, 2021 (the “Supplemental Notes Indenture” and together with the Base Indenture, the “Indenture”), by and among the Issuer, the Subsidiary Guarantors and the Trustee providing for the issuance of 3.000% Senior Notes due 2031 (the “Notes”);
WHEREAS, the Indenture provides that under certain circumstances the Guaranteeing Subsidiaries shall execute and deliver to the Trustee a supplemental indenture pursuant to which the Guaranteeing Subsidiaries shall unconditionally guarantee all of the Issuer’s obligations under the Notes and the Indenture on the terms and conditions set forth herein (the “Note Guarantee”); and
WHEREAS, pursuant to Section 901 of the Base Indenture, the Trustee is authorized to execute and deliver this 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 Subsidiaries and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes as follows:
1. Capitalized Terms. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.
2. Agreement to Guarantee. Each of the Guaranteeing Subsidiaries hereby agrees to provide an unconditional Guarantee on the terms and subject to the conditions set forth in the Note Guarantee and in the Indenture including but not limited to Article Sixteen of the Base Indenture.
3. Notices. All notices or other communications to the Guaranteeing Subsidiary shall be given as provided in Section 105 of the Indenture.
4. No Recourse Against Others. No recourse for the payment of the principal of or any premium or interest on the Notes, or for any claim based hereon or otherwise in respect hereof, and no recourse under or upon any obligation, covenant or agreement of the Issuer in the Indenture or any supplemental indenture or in any Note, or because of the creation of any indebtedness represented thereby, shall be had against any past, present or future general partner, limited partner, member, employee, incorporator, controlling person, stockholder, officer, director or agent, as such, of the Issuer, or of any of the Issuer’s predecessors or successors, either directly or through the Issuer, under any rule of law, statute or constitutional provision or by the enforcement of any assessment or by any legal or equitable proceeding or otherwise, all such liability being expressly waived and released by the acceptance of the Notes by the Holders thereof and as part of the consideration for the issue of the Notes
5. Ratification of Indenture; Supplemental Indenture part of Indenture. Except as expressly amended hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Supplemental Indenture shall form a part of the Indenture for all purposes, and every Holder heretofore or hereafter authenticated and delivered shall be bound hereby.
6. Governing Law. This Supplemental Indenture shall be governed by, and construed in accordance with, the laws of the State of New York. This Supplemental Indenture is subject to the provisions of the Trust Indenture Act, that are required to be part of this Supplemental Indenture and shall, to the extent applicable, be governed by such provisions.
7. Counterparts. This Supplemental Indenture may be executed in several counterparts, each of which shall be an original and all of which shall constitute one and the same instrument.
8. Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof.
9. The Trustee. In entering into this Supplemental Indenture, the Trustee shall be entitled to the benefit of every provision of the Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee, whether or not elsewhere herein so provided. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Guaranteeing Subsidiaries and the Issuer.
[SIGNATURE PAGES FOLLOW]
1
IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed and attested, all as of the date first above written.
NATIONAL HEALTH INVESTORS, INC., as Issuer | |||||
By: | /s/ D. Xxxx Xxxxxxxxxx | ||||
Name: D. Xxxx Xxxxxxxxxx | |||||
Title: President and Chief Executive Officer | |||||
GUARANTEEING SUBSIDIARIES:
NHI-DISCOVERY I TRS, LLC NHI-XXXXXXX I TRS, LLC By: NHI-SS TRS, LLC, its Sole Member By: National Health Investors, its Sole Member | |||||
By: | /s/ D. Xxxx Xxxxxxxxxx | ||||
Name: D. Xxxx Xxxxxxxxxx | |||||
Title: President and Chief Executive Officer | |||||
XXX XXXXX MEMBER LLC NHI-REIT OF OKLAHOMA, LLC By: National Health Investors, Inc., its Sole Member | |||||
By: | /s/ D. Xxxx Xxxxxxxxxx | ||||
Name: D. Xxxx Xxxxxxxxxx | |||||
Title: President and Chief Executive Officer | |||||
NHI-REIT OF DSL PROPCO II, LLC By: NHI PropCo Member LLC, its Sole Member By: National Health Investors, its Sole Member | |||||
By: | /s/ D. Xxxx Xxxxxxxxxx | ||||
Name: D. Xxxx Xxxxxxxxxx | |||||
Title: President and Chief Executive Officer | |||||
SUBSIDIARY GUARANTORS:
[Signature page to Second Supplemental Indenture]
| NHI/REIT, INC. | ||
/s/ D. Xxxx Xxxxxxxxxx | ||
| Name: D. Xxxx Xxxxxxxxxx | ||
| Title: President | ||
| FLORIDA HOLDINGS IV, LLC By: NHI/REIT, Inc., its Sole Member | ||
/s/ D. Xxxx Xxxxxxxxxx | ||
| Name: D. Xxxx Xxxxxxxxxx | ||
| Title: President | ||
| INCHIN ALONG, LLC | ||
By: Florida Holdings IV, LLC, its Sole Member By: NHI/REIT, Inc., its Sole Member | ||
/s/ D. Xxxx Xxxxxxxxxx | ||
| Name: D. Xxxx Xxxxxxxxxx | ||
| Title: President | ||
XXX XXXX OF ALABAMA, L.P. NHI-REIT OF ARIZONA, LIMITED PARTNERSHIP NHI-REIT OF CALIFORNIA, LP NHI/REIT OF FLORIDA, L.P. NHI-REIT OF GEORGIA, L.P. NHI-REIT OF IDAHO, L.P. NHI-REIT OF MISSOURI, LP NHI-REIT OF SOUTH CAROLINA, L.P. NHI-REIT OF VIRGINIA, L.P. | ||
| By: NHI/REIT, Inc., its General Partner | ||
/s/ D. Xxxx Xxxxxxxxxx | ||
| Name: D. Xxxx Xxxxxxxxxx | ||
| Title: President | ||
[Signature page to Second Supplemental Indenture]
NHI/XXXXXXXX, LLC XXX/LAURENS, LLC TEXAS NHI INVESTORS, LLC NHI-REIT OF OREGON, LLC NHI-REIT OF FLORIDA, LLC NHI-REIT OF MINNESOTA, LLC NHI-REIT OF TENNESSEE, LLC XXX XXXXX PROPERTIES, LLC NHI-REIT OF WISCONSIN, LLC NHI-REIT OF OHIO, LLC NHI-REIT OF NORTHEAST, LLC NHI-REIT OF WASHINGTON, LLC NHI-REIT OF MARYLAND, LLC NHI-REIT OF SEASIDE, LLC NHI-REIT OF NEXT HOUSE, LLC NHI-REIT OF AXEL, LLC NHI-REIT OF MICHIGAN, LLC NHI-REIT OF XXXXXXXX, LLC NHI-REIT OF NORTH CAROLINA, LLC NHI-REIT OF TX-IL, LLC NHI-REIT OF COLORADO, LLC NHI-XXXXXXXX RE, LLC NHI-SS TRS, LLC NHI-REIT OF INDIANA, LLC By: National Health Investors, Inc., its Sole Member | ||
/s/ D. Xxxx Xxxxxxxxxx | ||
Name D. Xxxx Mendelsohn Title: President and Chief Executive Officer | ||
| NHI-REIT OF DSL PROPCO, LLC | ||
By: National Health Investors, Inc., its Managing Member | ||
/s/ D. Xxxx Xxxxxxxxxx | ||
| Name: D. Xxxx Xxxxxxxxxx | ||
| Title: President and Chief Executive Officer | ||
MYRTLE BEACH RETIREMENT RESIDENCE LLC VOORHEES RETIREMENT RESIDENCE LLC | ||
By: NHI-REIT of Next House, LLC, its Sole Member By: National Health Investors, Inc., its Sole Member | ||
/s/ D. Xxxx Xxxxxxxxxx | ||
| Name: D. Xxxx Xxxxxxxxxx | ||
| Title: President and Chief Executive Officer | ||
[Signature page to Second Supplemental Indenture]
| REGIONS BANK, | |||||
| as Trustee, Registrar, Paying Agent and Transfer Agent | |||||
By: | /s/ Xxxxxxxx Xxxxx | ||||
Name: Xxxxxxxx Xxxxx | |||||
Title: Vice President | |||||
[Signature page to Second Supplemental Indenture]
SCHEDULE A
Guaranteeing Subsidiaries
1.NHI-Discovery I TRS, LLC
2.XXX-Xxxxxxx I TRS, LLC
3.NHI PropCo Member LLC
4.NHI-REIT of DSL PropCo II, LLC
5.NHI-REIT of Oklahoma, LLC
