REGISTRATION RIGHTS AGREEMENT Dated as of March 18, 2015 Among Omega Healthcare Investors, Inc. and THE GUARANTORS NAMED HEREIN as Issuers, and J.P. MORGAN SECURITIES LLC, MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED CREDIT AGRICOLE SECURITIES...Registration Rights Agreement • March 24th, 2015 • Omega Healthcare Investors Inc • Real estate investment trusts • New York
This Agreement is entered into in connection with the Purchase Agreement by and among the Issuers and J.P. Morgan Securities LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Credit Agricole Securities (USA) Inc. and RBC Capital Markets, LLC, collectively on behalf of the Initial Purchasers, dated as of March 11, 2015 (the “Purchase Agreement”), which provides for, among other things, the sale by the Company to the Initial Purchasers of $700,000,000 aggregate principal amount of the Company’s 4.500% Senior Notes due 2027 (the “Notes”) guaranteed on a senior basis by the Guarantors (the “Guarantees”). In order to induce the Initial Purchasers to enter into the Purchase Agreement, the Issuers have agreed to provide the registration rights set forth in this Agreement for the benefit of the Initial Purchasers and any subsequent holder or holders of the Notes. The execution and delivery of this Agreement is a condition to the Initial Purchasers’ obligation to purchase the Notes under
