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FORM 8-A
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(B) OR 12(G) OF THE
SECURITIES EXCHANGE ACT OF 1934
NATIONAL HEALTH INVESTORS INC.
----------------------------------------------------
(Exact Name of Registrant as Specified in its Charter)
Maryland 62-1470956
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(State of Incorporation or Organization) (I.R.S. Employer Identification Number)
100 Vine Street, Suite 1400, City Center, Murfreesboro, Tennessee 37130
- - - --------------------------------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
If this Form relates to the If this Form relates to the
registration of a class of debt registration of a class of debt
securities and is effective upon securities and is to become effective
filing pursuant to General simultaneously with the
Instruction A(c)(1) please check effectiveness of a concurrent
this box. [ ] registration statement under the
Securities Act of 1933 pursuant to
General Instruction A(c)(2) please
check the following box. [ ]
Securities to be registered pursuant to Section 12(b) of the Act:
TITLE OF EACH CLASS NAME OF EACH EXCHANGE ON WHICH
TO BE SO REGISTERED EACH CLASS IS TO BE REGISTERED
- - - ------------------- ------------------------------
None
Securities to be registered pursuant to Section 12(g) of the Act:
7.30 % Notes due 2007
Exhibit Index on Page 2
Page 1 of 3
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Item 1. Description of Registrant's Securities to be Registered.
A description of the securities registered hereunder comparable to that
required by Item 1 of Form 8-A is set forth under the caption "Description of
the Notes" in the Prospectus Supplement to the Registration Statement on Form
S-3 (No. 33-85398), filed pursuant to Rule 424(b)(2) with the Commission on June
26, 1997 as may be revised, supplemented, modified or amended and is hereby
incorporated by reference in answer to this Item 1.
Item 2. Exhibits
Exhibit No. Description
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1 Global Security Certificate.
2 Form of Indenture (incorporated by reference to Exhibit
4.3 to the Registrant's Registration Statement No. 33-
85398 on Form S-3)
3 Form of Second Supplemental Indenture.
Page 2 of 3
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Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the registrant has duly caused this registration statement to be signed
on its behalf by the undersigned, thereto duly authorized.
NATIONAL HEALTH INVESTORS, INC.
By: /s/ Richard F. LaRoche, Jr.
---------------------------------------------------
Richard F. LaRoche, Jr.
Director, Vice-President, General Counsel and Secretary
Dated: June 27, 1997
Page 3 of 3
<PAGE> 1
Exhibit 1
REGISTERED REGISTERED
0001
NUMBER
NATIONAL HEALTH INVESTORS, INC.
$100,000,000
7.30% NOTES DUE 2007
CUSIP 63633D AC 8
NATIONAL HEALTH INVESTORS, INC., a real estate investment trust,
promises to pay to
CEDE & CO.
7.30% 7.30%
DUE 2007 DUE 2007
registered assigns,
the principal sum of XXXXXXXXXX One Hundred Million Dollars XXXXXXXXXX
on July 16, 2007.
Interest Payment Dates: January 15 and July 15 (beginning January 15, 1998)
Record Dates: December 31 and June 30
Additional provisions of this Security are set forth on other side of
this Security.
Dated: June 30,1997
CERTIFICATE OF AUTHENTICATION :
SUNTRUST BANK, NASHVILLE, N.A., as Trustee, certifies that this is one
of the Securities referred to in the within mentioned Indenture
By:
------------------------------------
Authorized Signatory
NATIONAL HEALTH INVESTORS, INC.
By:
------------------------------------
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NATIONAL HEALTH INVESTORS, INC.
7.30 % NOTES DUE 2007
1. INTEREST. National Health Investors, Inc., a real estate investment trust
(the "Company"), promises to pay interest on the principal amount of this
Security at the rate per annum shown above. The Company will pay interest
semiannually on January 15and July 15 of each year, beginning January 15, 1998.
Interest on the Securities will accrue from the most recent date to which
interest has been paid or, if no interest has been paid, from June 30, 1997;
provided, that, if there is no existing Default in the payment of interest, and
if this Security is authenticated between a record date referred to on the face
hereof and the next succeeding interest payment date, interest shall accrue from
such interest payment date. Interest will be computed on the basis of a 360-day
year of twelve 30-day months.
2. METHOD OF PAYMENT. The Company will pay interest on the Securities (except
defaulted interest) to the Persons who are the registered Holders of the
Securities at the close of business on the December 31 or June 30 next preceding
the interest payment date. The Company will pay principal, premium, if any, and
interest in money of the United States that at the time of payment is legal
tender for payment of public and private debts. The Company, however, may pay
principal, premium, if any, and interest by its check payable in such money. The
Company may mail an interest check to a Holder's registered address.
The final installment of principal of and premium, if any, on this Security
shall be payable only upon surrender of this Security at the office or agency
designated by the Trustee. Payments of principal of and premium, if any, and
interest on this Security shall be made at the office or agency designated by
the Trustee, or, in the case of any such payments other than the final payment
of principal and premium, if any, at the Company's option, by check mailed to
the Person entitled thereto at such Person's address last appearing on the
Company's register.
The foregoing notwithstanding, principal of and premium, if any, and interest on
Notes which are represented by Global Securities held of record by the
Depositary will be payable in same-day funds.
3. REGISTRAR AND AGENTS. Initially, SunTrust Bank, Nashville, N.A., will act as
Registrar, Paying Agent and agent for service of notices and demands. The
Company may change any Registrar, co-registrar, Paying Agent and agent for
service of notices and demands without notice. The Company or any of its
subsidiaries may act as Paying Agent. The address of SunTrust Bank, Nashville,
N.A., is 424 Church Street, 6th Floor, Nashville, Tennessee 37219.
4. INDENTURE; LIMITATIONS. The Company issued the Securities under an Indenture
dated as of December 13, 1995, as supplemented by the Second Supplemental
Indenture thereto dated as of June 30, 1997 (collectively, the "Indenture"),
between the Company and SunTrust Bank, Nashville, N.A., as trustee (in such
capacity, the "Trustee"). Capitalized terms herein are used as defined in the
Indenture unless otherwise defined herein. The terms of the Securities include
those stated in the Indenture and those made part of the Indenture by reference
to the Trust Indenture Act of 1939 (15 U.S. Code 77aaa-77bbbb) as in effect on
the date of the Indenture. The Securities are subject to all such terms, and the
Holders of the Securities are referred to the Indenture and said Act for a
statement of them.
The Securities are general unsecured obligations of the Company limited to
$100,000,000 aggregate principal amount. The Indenture imposes certain
limitations on the ability of the Company to, among other things, incur liens,
incur Senior Debt and Non-Recourse Debt (each as defined in the Indenture), make
payments in respect of its Capital Stock, merge or consolidate with any other
Person and sell, lease, transfer or otherwise
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dispose of its properties or assets.
5. OPTIONAL REDEMPTION BY THE COMPANY. The Company may redeem the Securities, at
any time, in whole or from time to time in part, at the election of the Company,
at a Redemption Price equal to the sum of (i) the principal amount of the
Securities being redeemed plus accrued interest thereon to the Redemption Date
and (ii) the Make-Whole Amount, if any, with respect to such Securities.
"Make-Whole Amount" means, in connection with any optional redemption of any
Security, the excess, if any of (i) the aggregate present value as of the date
of such redemption of each dollar of principal being redeemed and the amount of
interest (exclusive of any interest accrued to the date of redemption) that
would have been payable in respect of such dollar if such redemption had not
been made, determined by discounting, on a semi-annual basis, such principal and
interest at the Reinvestment Rate (as defined in the Indenture) (determined on
the third Business Day preceding the date such notice of redemption is given)
from the respective dates on which such principal and interest would have been
payable if such redemption had not been made, over (ii) the aggregate principal
amount of the Securities being redeemed.
6. NOTICE OF REDEMPTION. Notice of redemption will be mailed at least 30 days
but not more than 60 days before the Redemption Date to each Holder of
Securities to be redeemed at his registered address. Securities in denominations
larger than $1,000 principal amount may be redeemed in part, but only in whole
multiples thereof. On and after the Redemption Date interest will cease to
accrue on Securities or portions thereof called for redemption.
7. DENOMINATIONS, TRANSFER, EXCHANGE. This Security is one of a duly authorized
issue of Securities of the Company designated as its7.30% Notes due 2007,
limited in aggregate principal amount to $100,000,000. The Securities are
issuable in registered form without coupons in denominations of $1,000 principal
amount and integral multiples thereof. A Holder may register the transfer of or
exchange Securities in accordance with the Indenture. The Registrar may require
a Holder, among other things, to furnish appropriate endorsements and transfer
documents and to pay any taxes and fees required by law or permitted by the
Indenture. The Registrar need not register the transfer of or exchange any
Securities selected for redemption or register the transfer of or exchange any
Securities for a period of 15 days before a selection of Securities to be
redeemed.
8. PERSONS DEEMED OWNERS. The registered Holder of a Security may be treated as
its owner for all purposes.
9. UNCLAIMED MONEY. If money for the payment of principal, premium, if any, or
interest on any Securities remains unclaimed for two years, the Trustee and the
Paying Agent will pay the money back to the Company at its request. After that,
Holders may look only to the Company for payment.
10. DISCHARGE PRIOR TO REDEMPTION OR MATURITY. The Indenture will be discharged
and canceled except for certain sections thereof upon payment of all the
Securities, or upon the irrevocable deposit with the Trustee of funds or U.S.
Government Obligations maturing on or before such payment date or Redemption
Date, sufficient to pay principal, premium, if any, and interest on such payment
or redemption.
11. AMENDMENT AND WAIVER. Subject to certain exceptions, without notice to the
Holders of the Securities, the Indenture or the Securities may be amended with
the consent of the Holders of at least a majority in principal amount of the
Securities then outstanding and any existing default or compliance with any
provision may be waived with the consent of the Holders of a majority in
principal amount of the Securities then outstanding. Without the consent of or
notice to any Holder of Securities, the Company may
<PAGE> 4
amend the Indenture or the Securities to, among other things, establish another
series of securities as permitted by the Indenture, to cure any ambiguity,
defect or inconsistency or make any other change that does not adversely affect
the rights of any Securityholder.
12. SUCCESSORS. When a successor assumes all the obligations of its predecessor
under the Securities and the Indenture, the predecessor will be released from
those obligations.
13. DEFAULTS AND REMEDIES. If an Event of Default, as defined in the Indenture,
occurs and is continuing, the Trustee or the Holders of a majority in principal
amount of Securities may declare all the Securities to be due and payable
immediately in the manner and with the effect provided in the Indenture. Holders
of Securities may not enforce the Indenture or the Securities except as provided
in the Indenture. The Trustee may require indemnity satisfactory to it, subject
to the provisions of the TIA, before it enforces the Indenture or the
Securities. Subject to certain limitations, Holders of a majority in principal
amount of the Securities then outstanding may direct the Trustee in its exercise
of any trust or power with respect to the Securities. The Company is required to
file periodic reports with the Trustee as to the absence of any Default or Event
of Default.
14. TRUSTEE DEALINGS WITH THE COMPANY. SunTrust Bank, Nashville, N.A., the
Trustee under the Indenture, in its individual or any other capacity, may make
loans to, accept deposits from, and perform services for the Company or its
Affiliates, and may otherwise deal with the Company or its Affiliates, as if it
were not Trustee.
15. NO RECOURSE AGAINST OTHERS. No stockholder, director, officer or
incorporator, as such, past, present or future, of the Company or any successor
corporation or trust shall have any liability for any obligation of the Company
under the Securities or the Indenture or for any claim based on, in respect of
or by reason of, such obligations or their creation. Each Holder of a Security
by accepting a Security waives and releases all such liability. This waiver and
release are part of the consideration for the issuance of the Securities.
16. AUTHENTICATION. This Security shall not be valid until the Trustee or any
authenticating agent appointed by the Trustee signs the certificate of
authentication on the other side of this Security.
17. ABBREVIATIONS. Customary abbreviations may be used in the name of a
Securityholder or an assignee, such as: TEN COM (= tenants in common), TEN ENT
(= tenants by the entireties), JT TEN (= joint tenants with rights of
survivorship and not as tenants in common), CUST (= Custodian), AND U/G/M/A (=
Uniform Gifts to Minors Act).
THE COMPANY WILL FURNISH TO ANY SECURITYHOLDER UPON WRITTEN REQUEST AND WITHOUT
CHARGE A COPY OF THE INDENTURE. REQUESTS MAY BE MADE TO: NATIONAL HEALTH
INVESTORS, INC., 100 VINE STREET, SUITE 1202, MURFREESBORO, TENNESSEE 37130,
ATTENTION: PRESIDENT.
ASSIGNMENT FORM
If you the Holder want to assign this Security, fill in the form below and have
your signature guaranteed:
For value received, I or we assign and transfer this Security to
<PAGE> 5
(INSERT ASSIGNEE'S SOCIAL SECURITY OR
TAX IDENTIFICATION NUMBER)
__________________________
__________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
(Print or type assignee's name, address and zip code)
and irrevocable appoint_________________________________________________________
____________________agent to transfer this Security on the books of the Company.
The agent may substitute another to act for him.
_____________________________
Date:_____________
Your signature:________________________________
(Sign exactly as your name appears on the other side of this Security)
Signature Guarantee: ____________________
<PAGE> 1
Exhibit 3
SECOND SUPPLEMENTAL INDENTURE
DATED AS OF JUNE 30, 1997
TO
INDENTURE
DATED AS OF DECEMBER 13, 1995
BETWEEN
NATIONAL HEALTH INVESTORS, INC.
AND
SUNTRUST BANK, NASHVILLE, N.A.,
AS TRUSTEE
--------------------
7.30% NOTES DUE 2007
--------------------
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TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
----
<S> <C> <C>
ARTICLE ONE THE NOTES................................................. 1
SECTION 101. Title and Terms....................................... 1
ARTICLE TWO FORM OF NOTES............................................. 3
SECTION 201. Form Generally........................................ 3
SECTION 202. Form of Face of Note.................................. 3
SECTION 203. Form of Reverse of Note............................... 4
ARTICLE THREE REDEMPTION OF NOTES....................................... 9
SECTION 301. Right of Redemption................................... 9
SECTION 302. Certain Definitions................................... 9
ARTICLE FOUR ADDITIONAL COVENANTS APPLICABLE TO THE NOTES.............. 10
SECTION 401. General............................................... 10
SECTION 402. Limitations on Liens.................................. 10
SECTION 403. Limitations on Incurrence of Certain Debt............. 12
ARTICLE FIVE EVENTS OF DEFAULT......................................... 13
SECTION 501. Events of Default..................................... 13
ARTICLE SIX MISCELLANEOUS..............................................14
SECTION 601. Scope of this Second Supplemental Indenture........... 14
SECTION 602. Ratification of Indenture............................. 14
SECTION 603. Trustee Not Responsible for Recitals.................. 14
SECTION 604. Governing Law......................................... 14
SECTION 605. Separability.......................................... 14
SECTION 606. Legal Holiday......................................... 15
SECTION 607. Counterparts.......................................... 15
</TABLE>
i
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SECOND SUPPLEMENTAL INDENTURE
SECOND SUPPLEMENTAL INDENTURE, dated as of June 30, 1997, between National
Health Investors, Inc., a real estate investment trust (the "Company"), and
SunTrust Bank, Nashville, N.A., a national banking association (the "Trustee"),
to that certain Indenture, dated as of December 13, 1995, between the Company
and the Trustee (the "Indenture").
WHEREAS, the parties hereto have entered into the Indenture which provides
for the issuance by the Company of individual series of securities thereunder
upon the Company and Trustee entering into a supplemental indenture to the
Indenture authorizing such series; and
WHEREAS, the Company wishes to issue its second series of securities
thereunder, designated as its 7.30% Notes due 2007 (the "Notes"); and
WHEREAS, all acts necessary to constitute this Second Supplemental
Indenture as a valid, binding and legal obligation of the Company have been done
and performed.
NOW, THEREFORE, witnesseth that, in consideration of the premises and of
the covenants contained herein, it is hereby agreed as follows:
ARTICLE ONE
THE NOTES
SECTION 101. TITLE AND TERMS.
The aggregate principal amount of Notes which may be authenticated and
delivered under the Indenture is limited to $100,000,000, except for Notes
authenticated and delivered upon registration of transfer of, or in exchange
for, or in lieu of, other Notes pursuant to Section 2.06, 2.07, 2.09 and 3.06 of
the Indenture and except for any Notes which, pursuant to Section 2.03 of the
Indenture, are deemed never to have been authenticated and delivered thereunder.
The Notes shall be known and designated as the "7.30% Notes due 2007" of
the Company. The maturity of the Notes shall be July 16, 2007 and the Notes
shall bear interest at the rate of 7.30% per annum from the date of initial
issuance of the Notes or from the most recent interest payment date to which
interest has been paid, payable semi-annually on January 15 and July 15 of each
year, commencing January 15, 1998, to the registered Holders of Notes at the
close of business on the December 31 or June 30 immediately preceding such
interest payment date, as the case may be. Interest will be computed on the
basis of a 360-day year comprised of twelve 30-day months.
The Notes shall be initially issued in the form of one or more Global
Securities deposited with the Depository Trust Company or a nominee thereof
(including any successors
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thereto, the "Depositary") in accordance with Section 2.15 of the Indenture.
Interests in such Global Security or Securities may be exchanged for definitive
Notes only under the circumstances provided for in Section 2.06 of the
Indenture.
The principal of and premium, if any, and interest on the Notes shall be
payable, and the transfer of Notes may be registered, at any office or agency of
the Company or the Trustee maintained for that purpose; provided, that interest
payable with respect to the Notes may be paid, at the option of the Company, by
check mailed to the Person entitled thereto as shown on the security register
relating to the Notes. The foregoing notwithstanding, principal of and premium,
if any, and interest on Notes which are represented by Global Securities held of
record by the Depositary will be payable in same-day funds.
The Notes shall be redeemable at the option of the Company as provided in
Article Three hereof and in accordance with the procedures for redemption
provided for in Article 3 of the Indenture; provided, that the provisions of
Section 3.01(a) of the Indenture shall not be applicable to the Notes.
The Notes shall be subject to the covenants set forth in Article 4 of the
Indenture and the additional covenants set forth in Article Four hereof.
Events of Default with respect to the Notes shall be as set forth in
Section 6.01 of the Indenture, as modified by Article Five hereof.
The Notes shall be subject to the provisions of Article 8 of the Indenture.
The Notes shall not be subject to the provisions of Article 10, Article 11
or Article 12 of the Indenture.
The Notes shall be substantially in the form provided for by Article Two
hereof.
A term defined in the Indenture shall have the same meaning when used in
this Second Supplemental Indenture unless otherwise defined herein (in which
case the definition set forth herein shall govern). Any reference in the
Indenture to any Section or Article therein which is modified by any Section or
Article contained in this Second Supplemental Indenture shall be deemed to refer
to such Section or Article as modified by this Second Supplemental Indenture, to
the extent applicable. The Notes shall not be governed or affected by and (for
purposes of the Notes) the Indenture shall not be deemed amended by the First
Supplemental Indenture thereto dated as of December 13, 1995.
2
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ARTICLE TWO
FORM OF NOTES
SECTION 201. FORM GENERALLY.
The Notes shall be in substantially the form set forth in this Article,
with such appropriate insertions, omissions, substitutions and other variations
as are required or permitted by the Indenture, and may have such letters,
numbers or other marks of identification and such legends or endorsements placed
thereon as may be required to comply with the rules of any securities exchange
or depositary therefor or as may, consistently herewith, be determined by the
officers executing such Notes, as evidenced by their execution thereof. The
provisions of Section 2.03 of the Indenture notwithstanding, any one Officer of
the Company may sign the Notes for the Company by manual or facsimile signature.
SECTION 202. FORM OF FACE OF NOTE.
NATIONAL HEALTH INVESTORS, INC.
7.30% Notes due 2007
NATIONAL HEALTH INVESTORS, INC., a real estate investment trust, promises
to pay to
or registered assigns, the principal sum of _________ Dollars, on July 16, 2007.
Cusip ______________
Interest Payment Dates: January 15 and July 15
Record Dates: December 31 and June 30
Additional provisions of this Security are set forth on other side of this
Security.
Dated:
CERTIFICATE OF AUTHENTICATION: NATIONAL HEALTH INVESTORS,
SUNTRUST BANK, NASHVILLE, N.A., INC.
as Trustee, certifies that this is one of the
Securities referred to in the within
mentioned Indenture By:
-------------------------
Name:
3
<PAGE> 6
By: Title:
--------------------------------
Authorized Signatory
SECTION 203. FORM OF REVERSE OF NOTE.
NATIONAL HEALTH INVESTORS, INC.
7.30% Notes due 2007
1. INTEREST. National Health Investors, Inc., a real estate investment
trust (the "Company"), promises to pay interest on the principal amount of this
Security at the rate per annum shown above. The Company will pay interest
semiannually on January 15 and July 15 of each year, beginning January 15, 1998.
Interest on the Securities will accrue from the most recent date to which
interest has been paid or, if no interest has been paid, from the date of
initial issuance of the Notes; provided, that, if there is no existing Default
in the payment of interest, and if this Security is authenticated between a
record date referred to on the face hereof and the next succeeding interest
payment date, interest shall accrue from such interest payment date. Interest
will be computed on the basis of a 360-day year of twelve 30-day months.
2. METHOD OF PAYMENT. The Company will pay interest on the Securities
(except defaulted interest) to the Persons who are the registered Holders of the
Securities at the close of business on the December 31 or June 30 next preceding
the interest payment date. The Company will pay principal, premium, if any, and
interest in money of the United States that at the time of payment is legal
tender for payment of public and private debts. The Company, however, may pay
principal, premium, if any, and interest by its check payable in such money. The
Company may mail an interest check to a Holder's registered address.
The final installment of principal of and premium, if any, on this Security
shall be payable only upon surrender of this Security at the office or agency
designated by the Trustee. Payments of principal of and premium, if any, and
interest on this Security shall be made at the office or agency designated by
the Trustee, or, in the case of any such payments other than the final payment
of principal and premium, if any, at the Company's option, by check mailed to
the Person entitled thereto at such Person's address last appearing on the
Company's register.
The foregoing notwithstanding, principal of and premium, if any, and
interest on Notes which are represented by Global Securities held of record by
the Depositary will be payable in same-day funds.
3. REGISTRAR AND AGENTS. Initially, SunTrust Bank, Nashville, N.A., will
act as Registrar, Paying Agent and agent for service of notices and demands. The
Company may change any Registrar, co-registrar, Paying Agent and agent for
service of notices and demands without notice. The Company or any of its
subsidiaries may act as Paying Agent. The address
4
<PAGE> 7
of SunTrust Bank, Nashville, N.A., is 424 Church Street, 6th Floor, Nashville,
Tennessee 37219.
4. INDENTURE; LIMITATIONS. The Company issued the Securities under an
Indenture dated as of December 13, 1995, as supplemented by the Second
Supplemental Indenture thereto dated as of June 30, 1997 (collectively, the
"Indenture"), between the Company and SunTrust Bank, Nashville, N.A., as trustee
(in such capacity, the "Trustee"). Capitalized terms herein are used as defined
in the Indenture unless otherwise defined herein. The terms of the Securities
include those stated in the Indenture and those made part of the Indenture by
reference to the Trust Indenture Act of 1939 (15 U.S. Code 77aaa-77bbbb) as in
effect on the date of the Indenture. The Securities are subject to all such
terms, and the Holders of the Securities are referred to the Indenture and said
Act for a statement of them.
The Securities are general unsecured obligations of the Company limited to
$100,000,000 aggregate principal amount. The Indenture imposes certain
limitations on the ability of the Company to, among other things, incur liens,
incur Senior Debt and Non-Recourse Debt (each as defined in the Indenture), make
payments in respect of its Capital Stock, merge or consolidate with any other
Person and sell, lease, transfer or otherwise dispose of its properties or
assets.
5. OPTIONAL REDEMPTION BY THE COMPANY. The Company may redeem the
Securities, at any time, in whole or from time to time in part, at the election
of the Company, at a Redemption Price equal to the sum of (i) the principal
amount of the Securities being redeemed plus accrued interest thereon to the
Redemption Date and (ii) the Make-Whole Amount, if any, with respect to such
Securities. "Make-Whole Amount" means, in connection with any optional
redemption of any Security, the excess, if any of (i) the aggregate present
value as of the date of such redemption of each dollar of principal being
redeemed and the amount of interest (exclusive of any interest accrued to the
date of redemption) that would have been payable in respect of such dollar if
such redemption had not been made, determined by discounting, on a semi-annual
basis, such principal and interest at the Reinvestment Rate (as defined in the
Indenture) (determined on the third Business Day preceding the date such notice
of redemption is given) from the respective dates on which such principal and
interest would have been payable if such redemption had not been made, over (ii)
the aggregate principal amount of the Securities being redeemed.
6. NOTICE OF REDEMPTION. Notice of redemption will be mailed at least 30
days but not more than 60 days before the Redemption Date to each Holder of
Securities to be redeemed at his registered address. Securities in denominations
larger than $1,000 principal amount may be redeemed in part, but only in whole
multiples thereof. On and after the Redemption Date interest will cease to
accrue on Securities or portions thereof called for redemption.
7. DENOMINATIONS, TRANSFER, EXCHANGE. This Security is one of a duly
authorized issue of Securities of the Company designated as its 7.30% Notes due
2007, limited in aggregate principal amount to $100,000,000. The Securities are
issuable in registered form
5
<PAGE> 8
without coupons in denominations of $1,000 principal amount and integral
multiples thereof. A Holder may register the transfer of or exchange Securities
in accordance with the Indenture. The Registrar may require a Holder, among
other things, to furnish appropriate endorsements and transfer documents and to
pay any taxes and fees required by law or permitted by the Indenture. The
Registrar need not register the transfer of or exchange any Securities selected
for redemption or register the transfer of or exchange any Securities for a
period of 15 days before a selection of Securities to be redeemed.
8. PERSONS DEEMED OWNERS. The registered Holder of a Security may be
treated as its owner for all purposes.
9. UNCLAIMED MONEY. If money for the payment of principal, premium, if any,
or interest on any Securities remains unclaimed for two years, the Trustee and
the Paying Agent will pay the money back to the Company at its request. After
that, Holders may look only to the Company for payment.
10. DISCHARGE PRIOR TO REDEMPTION OR MATURITY. The Indenture will be
discharged and canceled except for certain sections thereof upon payment of all
the Securities, or upon the irrevocable deposit with the Trustee of funds or
U.S. Government Obligations maturing on or before such payment date or
Redemption Date, sufficient to pay principal, premium, if any, and interest on
such payment or redemption.
11. AMENDMENT AND WAIVER. Subject to certain exceptions, without notice to
the Holders of the Securities, the Indenture or the Securities may be amended
with the consent of the Holders of at least a majority in principal amount of
the Securities then outstanding and any existing default or compliance with any
provision may be waived with the consent of the Holders of a majority in
principal amount of the Securities then outstanding. Without the consent of or
notice to any Holder of Securities, the Company may amend the Indenture or the
Securities to, among other things, establish another series of securities as
permitted by the Indenture, to cure any ambiguity, defect or inconsistency or
make any other change that does not adversely affect the rights of any
Securityholder.
12. SUCCESSORS. When a successor assumes all the obligations of its
predecessor under the Securities and the Indenture, the predecessor will be
released from those obligations.
13. DEFAULTS AND REMEDIES. If an Event of Default, as defined in the
Indenture, occurs and is continuing, the Trustee or the Holders of a majority in
principal amount of Securities may declare all the Securities to be due and
payable immediately in the manner and with the effect provided in the Indenture.
Holders of Securities may not enforce the Indenture or the Securities except as
provided in the Indenture. The Trustee may require indemnity satisfactory to it,
subject to the provisions of the TIA, before it enforces the Indenture or the
Securities. Subject to certain limitations, Holders of a majority in principal
amount of the Securities then outstanding may direct the Trustee in its exercise
of any trust or power with
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respect to the Securities. The Company is required to file periodic reports with
the Trustee as to the absence of any Default or Event of Default.
14. TRUSTEE DEALINGS WITH THE COMPANY. SunTrust Bank, Nashville, N.A., the
Trustee under the Indenture, in its individual or any other capacity, may make
loans to, accept deposits from, and perform services for the Company or its
Affiliates, and may otherwise deal with the Company or its Affiliates, as if it
were not Trustee.
15. NO RECOURSE AGAINST OTHERS. No stockholder, director, officer or
incorporator, as such, past, present or future, of the Company or any successor
corporation or trust shall have any liability for any obligation of the Company
under the Securities or the Indenture or for any claim based on, in respect of
or by reason of, such obligations or their creation. Each Holder of a Security
by accepting a Security waives and releases all such liability. This waiver and
release are part of the consideration for the issuance of the Securities.
16. AUTHENTICATION. This Security shall not be valid until the Trustee or
any authenticating agent appointed by the Trustee signs the certificate of
authentication on the other side of this Security.
17. ABBREVIATIONS. Customary abbreviations may be used in the name of a
Securityholder or an assignee, such as: TEN COM (= tenants in common), TEN ENT
(= tenants by the entireties), JT TEN (= joint tenants with rights of
survivorship and not as tenants in common), CUST (= Custodian), AND U/G/M/A (=
Uniform Gifts to Minors Act).
THE COMPANY WILL FURNISH TO ANY SECURITYHOLDER UPON WRITTEN REQUEST AND
WITHOUT CHARGE A COPY OF THE INDENTURE. REQUESTS MAY BE MADE TO: NATIONAL HEALTH
INVESTORS, INC., 100 VINE STREET, SUITE 1202, MURFREESBORO, TENNESSEE 37130,
ATTENTION: PRESIDENT.
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ASSIGNMENT FORM
If you the Holder want to assign this Security, fill in the form below and have
your signature guaranteed:
For value received, I or we assign and transfer this Security to
(INSERT ASSIGNEE'S SOCIAL SECURITY OR
TAX IDENTIFICATION NUMBER)
- - - --------------------------------------------------------------------------------
- - - --------------------------------------------------------------------------------
_____________________________
_____________________________
_____________________________
_____________________________
(Print or type assignee's name, address and zip code)
and irrevocably appoint ____________________
________________________ agent to transfer this Security on the books of the
Company. The agent may substitute another to act for him.
_________________________
Date:__________________________
Your signature:__________________________
(Sign exactly as your name appears on the other
side of this Security)
Signature Guarantee:______________________
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ARTICLE THREE
REDEMPTION OF NOTES
SECTION 301. RIGHT OF REDEMPTION.
The Company may redeem the Notes, at any time, in whole or from time to
time in part, at the election of the Company, at a Redemption Price equal to the
sum of (i) the principal amount of the Notes being redeemed plus accrued
interest thereon to the Redemption Date and (ii) the Make-Whole Amount, if any,
with respect to such Notes. Any such redemption shall be conducted in accordance
with the procedures for redemption set forth in Article 3 of the Indenture.
SECTION 302. CERTAIN DEFINITIONS.
As used in this Article Three:
"Make-Whole Amount" shall mean, in connection with any optional redemption
of any Note, the excess, if any, of (i) the aggregate present value as of the
date of such redemption of each dollar of principal being redeemed and the
amount of interest (exclusive of any interest accrued to the date of redemption)
that would have been payable in respect of such dollar if such redemption had
not been made, determined by discounting, on a semi-annual basis, such principal
and interest at the Reinvestment Rate (determined on the third Business Day
preceding the date such notice of redemption is given) from the respective dates
on which such principal and interest would have been payable if such redemption
had not been made, over (ii) the aggregate principal amount of the Notes being
redeemed;
"Reinvestment Rate" shall mean 0.25% plus the arithmetic mean of the yields
under the respective headings "This Week" and "Last Week" published in the most
recent Statistical Release under the caption "Treasury Constant Maturities" for
the maturity (rounded to the nearest month) corresponding to the remaining life
to maturity, as of the payment date of the principal being redeemed or paid. If
no maturity exactly corresponds to such maturity, yields for the two published
maturities most closely corresponding to such maturity shall be calculated
pursuant to the immediately preceding sentence and the Reinvestment Rate shall
be interpolated or extrapolated from such yields on a straight-line basis,
rounding in each of such relevant periods to the nearest month. For the purposes
of calculating the Reinvestment Rate, the most recent Statistical Release
published prior to the date of determination of the Make-Whole Amount shall be
used; and
"Statistical Release" shall mean the statistical release designated
"H.15(519)" or any successor publication which is published weekly by the
Federal Reserve System and which establishes yields on actively traded United
States government securities adjusted to constant maturities, or, if such
statistical release is not published at the time of any determination under the
Indenture, then such other reasonably comparable index which shall be designated
by the Company.
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ARTICLE FOUR
ADDITIONAL COVENANTS APPLICABLE TO THE NOTES
SECTION 401. GENERAL.
In addition to the covenants set forth in Article 4 of the Indenture, the
Notes shall be subject to the additional covenants set forth in this Article
Four.
SECTION 402. LIMITATIONS ON LIENS.
The Company shall not pledge or otherwise subject to any lien any property
or assets of the Company or any of its Subsidiaries unless the Notes are secured
by such pledge or lien equally and ratably with all other obligations secured
thereby so long as such obligations shall be so secured; provided, however, that
such covenant shall not apply to liens securing obligations which do not in the
aggregate at any one time outstanding exceed 10% of Consolidated Net Tangible
Assets of the Company and its consolidated Subsidiaries and in addition such
covenant shall not apply to:
(1) Any lien or charge on any property, tangible or intangible, real or
personal, existing at the time of acquisition or construction of such property
(including acquisition through merger or consolidation) or given to secure the
payment of all or any part of the purchase or construction price thereof or to
secure any indebtedness incurred prior to, at the time of, or within one year
after, the acquisition or completion of construction thereof for the purpose of
financing all or any part of the purchase or construction price thereof;
(2) Any liens, deposits or pledges to secure the performance of any bids,
tenders, contracts (other than contracts for the borrowing of money),
capitalized leases, other leases permitted under the terms of the Indenture,
public or statutory obligations, stay, appeal, indemnity, performance or other
similar bonds or other similar obligations arising in the ordinary course of
business;
(3) Any lien in favor of the United States or any state thereof or the
District of Columbia or any foreign country or any province or similar territory
thereof, or any agency, department or other instrumentality thereof, to secure
progress, advance or other payments pursuant to any contract or provision of any
statute;
(4) Mechanics', materialmen's, carriers', or other like liens arising in
the ordinary course of business (including construction of facilities) in
respect of obligations which are not due or which are being contested in good
faith;
(5) Any lien arising by reason of deposits with, or the giving of any form
of security to, any governmental agency by any body created or approved by law
or governmental regulations, which is required by law or governmental regulation
as a condition to the transaction of any business, or the exercise of any
privilege, franchise or license;
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(6) Any liens for taxes, assessments or governmental charges or levies not
yet delinquent, or liens for taxes, assessments or governmental charges or
levies already delinquent but the validity of which is being contested in good
faith or delinquent but is due to be paid by a Person other than the Company for
which the Company has reserves from such other Person sufficient to pay such
taxes;
(7) Liens (including judgment liens) arising in connection with legal
proceedings so long as such proceedings are being contested in good faith and in
the case of judgment liens, execution thereof is stayed;
(8) Liens relating to secured indebtedness of the Company outstanding as of
March 31, 1997;
(9) Any extension, renewal or replacement (or successive extensions,
renewals or replacements), as a whole or in part, of any lien referred to in the
foregoing clauses (1) to (8) inclusive, provided, however, that the amount of
any and all obligations and indebtedness secured thereby shall not exceed the
amount thereof so secured immediately prior to the time of such extension,
renewal or replacement and that such extension, renewal or replacement shall be
limited to all or a part of the property which secured the charge or lien so
extended, renewed or replaced (plus improvements on such property);
(10) Easements, rights of way, restrictions, minor defects or
irregularities of title and other similar charges or encumbrances not
interfering in the aggregate in any material respect with the ordinary course of
business of the Company or materially impairing the value of the property
subject thereto;
(11) Liens related to any interest or title of a lessor under any lease in
which the Company is a lessee;
(12) Any attachment or judgment lien not constituting an event of default
under the Indenture; and
(13) Liens relating to bankers rights of setoff.
For the purposes of this Section 402:
"Consolidated Net Tangible Assets" shall mean the aggregate amount of
assets (less applicable reserves and other properly deductible items) less (i)
all current liabilities and (ii) all goodwill, trade names, trademarks, patents,
unamortized debt discount and expenses and other like intangibles of the Company
and its consolidated Subsidiaries, all as set forth on the most recent balance
sheet of the Company and its consolidated Subsidiaries prepared in accordance
with generally accepted accounting principles; and
"Subsidiary" shall mean an affiliate controlled by the Company directly or
indirectly through one or more intermediaries.
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SECTION 403. LIMITATIONS ON INCURRENCE OF CERTAIN DEBT.
The Company shall not create, assume, incur or otherwise become liable in
respect of, any
(a) Senior Debt unless the aggregate principal amount of Senior Debt
outstanding of the Company will not, at the time of such creation,
assumption or incurrence and after giving effect thereto and to any
concurrent transactions, exceed the greater of (1) 150% of Capital Base or
(ii) 225% of Tangible Net Worth; and
(b) Non-Recourse Debt unless the aggregate principal amount of Senior
Debt and Non-Recourse Debt outstanding of the Company will not, at the time
of such creation, assumption or incurrence and after giving effect thereto
and to any concurrent transactions, exceed 225% of Capital Base.
The limitations contained in this Section 403 shall be applied to the
consolidated financial statements of the Company and its Subsidiaries.
For the purposes of this Section 403:
"Capital Base" shall mean, at any date, the sum of Tangible Net Worth and
Subordinated Debt;
"Capital Lease" shall mean at any time any lease of Property, which, in
accordance with generally accepted accounting principles, would at such time be
required to be capitalized on a balance sheet of the lessee;
"Capital Lease Obligation" shall mean at any time the amount of the
liability in respect of a Capital Lease which, in accordance with generally
accepted accounting principles, would at such time be so required to be
capitalized on a balance sheet of the lessee;
"Debt", with respect to any Person, shall mean (i) its indebtedness,
secured or unsecured, for borrowed money exclusive of trade credit; (ii)
Liabilities secured by an existing lien on Property owned by such Person; (iii)
Capital Lease Obligations, and the present value of all payments due under any
arrangement for retention of title (discounted at the implicit rate if known and
at 9% otherwise) if such arrangement is in substance an installment purchase or
an arrangement for the retention of title for security purposes; and (iv)
guarantees of obligations of the character specified in the foregoing clauses
(i), (ii) and (iii), to the full extent of the liability of the guarantor
(discounted to present value, as provided in the foregoing clause (iii), in the
case of guarantees of title retention arrangements);
"Liabilities" shall mean at any date the items shown as liabilities on the
balance sheet of the Company, except any items of deferred income, including
capital gains;
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"Non-Recourse Debt" with respect to any Person, shall mean any Debt secured
by, and only by, Property on or with respect to which such Debt is incurred
where the rights and remedies of the holder of such Debt in the event of default
do not extend to assets other than the Property constituting security therefor;
"Person" shall mean an individual, partnership, corporation, joint venture,
association, joint stock company, trust, limited liability company,
unincorporated organization, or a government or agency or political subdivision
thereof;
"Property" shall mean any interest in any kind of property or asset,
whether real, personal or mixed, or tangible or intangible;
"Senior Debt" shall mean all Debt other than Non-Recourse Debt and
Subordinated Debt;
"Subordinated Debt" shall mean any unsecured Debt of the Company which is
issued or assumed pursuant to, or evidenced by, an indenture or other instrument
which contains provisions for the subordination of such other Debt (to which
appropriate reference shall be made in the instruments evidencing such other
Debt if not contained therein) to the Notes (and, at the option of the Company,
if so provided, to other Debt of the Company, either generally or as
specifically designated);
"Subsidiary" shall mean an affiliate controlled by the Company directly or
indirectly through one or more intermediaries;
"Tangible Assets" shall mean all assets of the Company (including assets
held subject to Capital Leases and other arrangements pursuant to which title to
the Property has been retained by or vested in some other Person for security
purposes) except: (i) deferred assets other than prepaid insurance, prepaid
taxes and deposits; (ii) patents, copyrights, trademarks, tradenames,
franchises, goodwill, experimental expenses and other similar intangibles; and
(iii) unamortized debt discount and expense; and
"Tangible Net Worth" shall mean, at any date, the net book value (after
deducting related depreciation and amortization) of the Tangible Assets of the
Company at such date, minus the amount of its Liabilities at such date.
ARTICLE FIVE
EVENTS OF DEFAULT
SECTION 501. EVENTS OF DEFAULT.
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Events of Default with respect to the Notes shall be as set forth in
Section 6.01 of the Indenture, except that the reference in clause (4) of such
Section 6.01 to $5,000,000 shall be changed to $10,000,000.
ARTICLE SIX
MISCELLANEOUS
SECTION 601. SCOPE OF THIS SECOND SUPPLEMENTAL INDENTURE.
The changes, modifications and supplements to the Indenture effected by
this Second Supplemental Indenture shall only be applicable with respect to, and
govern the terms of, the Notes and shall not apply to any other Securities that
may be issued by the Company under the Indenture.
SECTION 602. RATIFICATION OF INDENTURE.
The Indenture, as supplemented by this Second Supplemental Indenture, is in
all respects ratified and confirmed, and this Second Supplemental Indenture
shall be deemed part of the Indenture in the manner and to the extent herein and
therein provided.
SECTION 603. TRUSTEE NOT RESPONSIBLE FOR RECITALS.
The recitals herein contained are made by the Company and not by the
Trustee, and the Trustee assumes no responsibility for the correctness thereof.
The Trustee makes no representation as to the validity or sufficiency of this
Second Supplemental Indenture.
SECTION 604. GOVERNING LAW.
This Second Supplemental Indenture and each Note shall be governed by and
construed in accordance with the laws of the State of New York, without regard
to the principles of conflicts of laws thereof.
SECTION 605. SEPARABILITY.
In case any one or more of the provisions contained in this Second
Supplemental Indenture or in the Notes shall for any reason be held to be
invalid, illegal or unenforceable in any respect, such invalidity, illegality or
unenforceability shall not affect any other provisions of this Second
Supplemental Indenture or of the Notes, but this Second Supplemental Indenture
and the Notes shall be construed as if such invalid or illegal or unenforceable
provision had never been contained herein or therein.
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SECTION 606. LEGAL HOLIDAY.
The definition of Legal Holiday as contained in Section 13.08 of the
Indenture shall, for purposes of the Notes, be replaced by the following:
A "Legal Holiday" is a Saturday, a Sunday or a day on which banks or trust
companies in either Nashville, Tennessee or New York City, New York are not
required to be open. If a payment date is a Legal Holiday at a place of payment,
payment may be made at that place on the next succeeding day that is not a Legal
Holiday, and no interest shall accrue for the intervening period.
SECTION 607. COUNTERPARTS.
This Second Supplemental Indenture may be executed in any number of
counterparts each of which shall be an original, but such counterparts shall
together constitute but one and the same instrument.
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IN WITNESS WHEREOF, the parties hereto have caused this Second Supplemental
Indenture to be duly executed as of the date first written above.
NATIONAL HEALTH INVESTORS, INC.
By:
--------------------------------
Name:
Title:
SUNTRUST BANK, NASHVILLE, N.A.,
as Trustee
By:
--------------------------------
Name:
Title:
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