NATIONAL HEALTH INVESTORS, INC.,
AS ISSUER
THE GUARANTEEING SUBSIDIARIES PARTY HERETO,
THE SUBSIDIARY GUARANTORS PARTY HERETO,
AS SUBSIDIARY GUARANTORS
AND
REGIONS BANK,
AS TRUSTEE
THIRD SUPPLEMENTAL INDENTURE
Dated as of July 7, 2025
SUPPLEMENT TO INDENTURE
DATED AS OF JANUARY 26, 2021, BETWEEN
NATIONAL HEALTH INVESTORS, INC. (AS ISSUER)
AND
REGIONS BANK (AS TRUSTEE)
THIRD SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of July 7, 2025, 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 first supplemental indenture, dated as of January 26, 2021 (the “First Supplemental Indenture”), and a second supplemental indenture, dated as of Mach 31, 2022 (the “Second Supplemental Indenture” and together with the First Supplemental Indenture and 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:
1.1. Capitalized Terms. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.
2.2. 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.
3.3. Notices. All notices or other communications to the Guaranteeing Subsidiary shall be given as provided in Section 105 of the Indenture.
4.4. 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
5.5. 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.
6.6. 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.
7.7. 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.
8.8. Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof.
9.9. 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]
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.
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NATIONAL HEALTH INVESTORS, INC., as Issuer |
|
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By: | /s/ D. Eric Mendelsohn |
Name: D. Eric Mendelsohn |
Title: President and Chief Executive Officer |
GUARANTEEING SUBSIDIARIES:
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NHI SH OPCO 1, LLC NHI OPCO COLUMBUS IN, LLC NHI OPCO MICHIGAN CITY IN, LLC NHI OPCO PORTAGE IN, LLC NHI OPCO READING PA, LLC NHI OPCO SALISBURY MD, LLC NHI OPCO VERO BEACH FL, LLC NHI-REIT OF CCWH LLC CARE YBE SUBSIDIARY LLC NHI SH OPCO 2, LLC NHI OPCO REDMOND OR, LLC NHI OPCO CENTRAL POINT OR, LLC NHI OPCO TULSA OK, LLC NHI OPCO BROKEN ARROW OK, LLC NHI PROPCO REDMOND OR, LLC NHI PROPCO CENTRAL POINT OR, LLC NHI PROPCO TULSA OK, LLC NHI PROPCO BROKEN ARROW OK, LLC NHI-REIT OF PROPCO I, LLC NHI-REIT OF PROPCO II, LLC NHI-REIT OF PROPCO III, LLC NHI-REIT OF PROPCO IV, LLC NHI-REIT OF PROPCO V, LLC NHI SH PROPCO 2, LLC |
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By: | /s/ D. Eric Mendelsohn |
Name: D. Eric Mendelsohn |
Title: President |
[Signature page to Third Supplemental Indenture]
SUBSIDIARY GUARANTORS:
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NHI/REIT, INC. FLORIDA HOLDINGS IV, LLC
NHI REIT OF ALABAMA, L.P. 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. NHI/ANDERSON, LLC NHI/LAURENS, LLC TEXAS NHI INVESTORS, LLC NHI-REIT OF OREGON, LLC NHI-REIT OF FLORIDA, LLC NHI-REIT OF MARYLAND, LLC NHI-REIT OF MINNESOTA, LLC NHI-REIT OF TENNESSEE, LLC NHI SELAH PROPERTIES, LLC NHI-REIT OF NORTHEAST, LLC NHI-REIT OF WISCONSIN, LLC NHI-REIT OF NC SPRINGS, LLC NHI-REIT OF WASHINGTON, LLC NHI-REIT OF NEXT HOUSE, LLC NHI-SS TRS, LLC NHI-BICKFORD RE, LLC NHI-REIT OF AXEL, LLC NHI-REIT OF MICHIGAN, LLC NHI-REIT OF SEASIDE, LLC NHI-REIT OF BICKFORD, LLC NHI-REIT OF NORTH CAROLINA, LLC NHI-REIT OF TX-IL, LLC NHI-REIT OF COLORADO, LLC NHI-REIT OF INDIANA, LLC NHI-REIT OF OKLAHOMA, LLC NHI-REIT OF SH PROPCO 1, LLC NHI-REIT OF DSL PROPCO II, LLC MYRTLE BEACH RETIREMENT RESIDENCE LLC VOORHEES RETIREMENT RESIDENCE LLC NHI-MERRILL I TRS, LLC NHI-DISCOVERY I TRS, LLC |
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By: | /s/ D. Eric Mendelsohn |
Name: D. Eric Mendelsohn |
Title: President |
[Signature page to Third Supplemental Indenture]
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| REGIONS BANK, |
| as Trustee, Registrar, Paying Agent and Transfer Agent |
|
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By: | /s/ LeVon Griffin |
Name: LeVon Griffin |
Title: Vice President |
[Signature page to Third Supplemental Indenture]
SCHEDULE A
Guaranteeing Subsidiaries
1.NHI SH OpCo 1, LLC
2.NHI OpCo Columbus IN, LLC
3.NHI OpCo Michigan City IN, LLC
4.NHI OpCo Portage IN, LLC
5.NHI OpCo Reading PA, LLC
6.NHI OpCo Salisbury MD, LLC
7.NHI OpCo Vero Beach FL, LLC
8.NHI-REIT of CCWH LLC
9.Care YBE Subsidiary LLC
10.NHI SH OpCo 2, LLC
11.NHI OpCo Redmond OR, LLC
12.NHI OpCo Central Point OR, LLC
13.NHI OpCo Tulsa OK, LLC
14.NHI OpCo Broken Arrow OK, LLC
15.NHI PropCo Redmond OR, LLC
16.NHI PropCo Central Point OR, LLC
17.NHI PropCo Tulsa OK, LLC
18.NHI PropCo Broken Arrow OK, LLC
19.NHI-REIT of PropCo I, LLC
20.NHI-REIT of PropCo II, LLC
21.NHI-REIT of PropCo III, LLC
22.NHI-REIT of PropCo IV, LLC
23.NHI-REIT of PropCo V, LLC
24.NHI SH PropCo 2, LLC