SECOND AMENDMENT TO CREDIT AGREEMENT
Exhibit 10.2
SECOND AMENDMENT TO CREDIT AGREEMENT
THIS SECOND AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) dated as of August 7, 2015 is by and among OMEGA HEALTHCARE INVESTORS, INC., a Maryland corporation (the “Borrower”), certain subsidiaries of the Borrower identified on the signature pages hereto as “Guarantors”, the lenders identified on the signature pages hereto and BANK OF AMERICA, N.A., as Administrative Agent.
W I T N E S S E T H
WHEREAS, the Borrower, the Guarantors, the lenders party thereto from time to time (the “Lenders”) and the Administrative Agent have entered into that certain Credit Agreement dated as of June 27, 2014 as amended, supplemented or otherwise modified prior to the date hereof (the “Existing Credit Agreement”);
WHEREAS, the Borrower, the Guarantors, certain of the Lenders and the Administrative Agent have agreed to amend the Existing Credit Agreement as set forth herein;
NOW, THEREFORE, in consideration of these premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
PART 1
DEFINITIONS
SUBPART 1.1 Certain Definitions. The following terms used in this Amendment, including its preamble and recitals, have the following meanings:
“Amended Credit Agreement” means the Existing Credit Agreement as amended hereby.
“Second Amendment Effective Date” is defined in Subpart 3.1.
SUBPART 1.2 Other Definitions. Unless otherwise defined herein or the context otherwise requires, terms used in this Amendment, including its preamble and recitals, have the meanings provided in the Existing Credit Agreement.
PART 2
AMENDMENTS TO
EXISTING CREDIT AGREEMENT
SUBPART 2.1 The following definitions are hereby added to Section 1.01 of the Existing Credit Agreement in appropriate alphabetical order to read as follows:
“Domestic Subsidiary” means any Subsidiary of the Borrower that is organized under the laws of the United States or any state thereof or the District of Columbia.
“Foreign Subsidiary” means any Subsidiary of the Borrower that is not organized under the laws of the United States or any state thereof or the District of Columbia.
“International Unencumbered Property” means an Unencumbered Property which is located in Australia, Canada, Switzerland or the United Kingdom.
SUBPART 2.2 Clause (d) of the definition of “Unencumbered Property” set forth in Section 1.01 of the Existing Credit Agreement is hereby amended and restated in its entirety to read as follows:
(d) shall be located in the United States or shall be an International Unencumbered Property; provided, however, that International Unencumbered Properties may be included in the pool of Unencumbered Properties only to the extent that aggregate value of such properties does not exceed twenty percent (20%) of the total Unencumbered Asset Value.
SUBPART 2.3 Section 6.15(a) of the Existing Credit Agreement is hereby amended and restated in its entirety to read as follows:
(a) Upon the acquisition, incorporation or other creation of any Subsidiary of the Borrower that (i) (A) is a Domestic Subsidiary and (B) owns an Unencumbered Property or provides a guaranty of the Senior Notes or other unsecured Funded Debt and (ii) has not been designated as an Unrestricted Subsidiary, the Borrower shall cause such Subsidiary to (1) become a Subsidiary Guarantor hereunder through the execution and delivery to the Administrative Agent of a Subsidiary Guarantor Joinder Agreement on or before the deadline for the delivery of the Compliance Certificate required pursuant to Section 6.02(a) following the fiscal quarter in which the foregoing conditions for becoming a Subsidiary Guarantor are met, and (2) deliver such other documentation as the Administrative Agent may reasonably request in connection with the foregoing, including, without limitation, certified resolutions and other organizational and authorizing documents of such Subsidiary, favorable opinions of counsel to such Subsidiary (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above), all in form, content and scope reasonably satisfactory to the Administrative Agent; provided, however, notwithstanding the foregoing, if any Foreign Subsidiary provides a guaranty of the Senior Notes or other unsecured Funded Debt of the Borrower or any Domestic Subsidiary, then the Borrower shall cause each such Foreign Subsidiary to become a Subsidiary Guarantor hereunder through the procedures described in clauses (1) and (2) of this Section 6.15(a) above.
PART 3
CONDITIONS TO EFFECTIVENESS
SUBPART 3.1 Second Amendment Effective Date. This Amendment shall be and become effective as of the date hereof (the “Second Amendment Effective Date”) when all of the conditions set forth in this Part 3 shall have been satisfied, and thereafter this Amendment shall be known, and may be referred to, as the “Second Amendment”.
SUBPART 3.2 Execution of Counterparts of Amendment. The Administrative Agent shall have received counterparts (or other evidence of execution, including telephonic message or other electronic imaging means, satisfactory to the Administrative Agent) of this Amendment, which collectively shall have been duly executed on behalf of the Borrower, the Guarantors, Lenders constituting Required Lenders (as defined in the Existing Credit Agreement) and the Administrative Agent.
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SUBPART 3.3 Fees and Expenses. Payment by the Credit Parties to the Administrative Agent of all fees and expenses relating to the preparation, execution and delivery of this Amendment which are due and payable on the Second Amendment Effective Date.
PART 4
MISCELLANEOUS
SUBPART 4.1 Construction. This Amendment is a Credit Document executed pursuant to the Existing Credit Agreement and shall (unless otherwise expressly indicated therein) be construed, administered and applied in accordance with the terms and provisions of the Amended Credit Agreement.
SUBPART 4.2 Representations and Warranties. The Borrower hereby represents and warrants that it: (a) has the requisite corporate power and authority to execute, deliver and perform this Amendment, and (b) is duly authorized to, and has been authorized by all necessary corporate action, to execute, deliver and perform this Amendment, (c) after giving effect to this Amendment, the representations and warranties contained in Article V of the Amended Credit Agreement are true and correct in all material respects on and as of the date hereof upon giving effect to this Amendment as though made on and as of such date (except for those which expressly relate to an earlier date) and (d) no Default or Event of Default exists under the Existing Credit Agreement on and as of the date hereof upon giving effect to this Amendment.
SUBPART 4.3 Counterparts. This Amendment may be executed by the parties hereto in several counterparts, each of which shall be deemed to be an original and all of which shall constitute together but one and the same agreement. Delivery of an executed counterpart of a signature page of this Amendment by facsimile or other electronic means shall be effective as delivery of a manually executed original counterpart of this Amendment.
SUBPART 4.4 Binding Effect. This Amendment, the Amended Credit Agreement and the other Credit Documents embody the entire agreement between the parties and supersede all prior agreements and understandings, if any, relating to the subject matter hereof. These Credit Documents represent the final agreement between the parties and may not be contradicted by evidence of prior, contemporaneous or subsequent oral agreements of the parties. Except as expressly modified and amended in this Amendment, all the terms, provisions and conditions of the Credit Documents shall remain unchanged and shall continue in full force and effect.
SUBPART 4.5 GOVERNING LAW. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
SUBPART 4.6 Severability. If any provision of this Amendment is determined to be illegal, invalid or unenforceable, such provision shall be fully severable and the remaining provisions shall remain in full force and effect and shall be construed without giving effect to the illegal, invalid or unenforceable provisions.
SUBPART 4.7 Affirmation. Except as specifically amended above, the Credit Documents (and all covenants, terms, conditions and agreements therein), shall remain in full force and effect, and are hereby ratified and confirmed in all respects by the Borrower. The Borrower covenants and agrees to comply with all of the terms, covenants and conditions of the Existing Credit Agreement, as otherwise waived, consented to and amended hereby, notwithstanding any prior course of conduct, waivers, releases or other actions or inactions on Lenders’ part which might otherwise constitute or be construed as a waiver of or amendment to such terms, covenants and conditions.
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SUBPART 4.8 No Waiver. The execution, delivery and effectiveness of this Amendment shall not, except as expressly provided in this Amendment, operate as a waiver of any right, power or remedy of Lenders, nor constitute a waiver of any provision of any Credit Document or any other documents, instruments and agreements executed or delivered in connection with any of the foregoing. Except as otherwise provided for in this Amendment, nothing herein is intended or shall be construed as a waiver of any existing Defaults or Events of Default under the Credit Documents or any of Lenders’ rights and remedies in respect of such Defaults or Events of Default.
[SIGNATURE PAGES FOLLOW]
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IN WITNESS WHEREOF, each of the parties hereto has caused a counterpart of this Second Amendment to Credit Agreement to be duly executed and delivered as of the date first above written.
| BORROWER: | OMEGA HEALTHCARE INVESTORS, INC. | ||
| By: | /s/ Xxxxxx X. Xxxxx | ||
| Name: | Xxxxxx X. Xxxxx | ||
| Title: | Chief Operating Officer | ||
| GUARANTORS: | OHI ASSET (la), LLC | ||
| By: | OHI Healthcare Properties Limited Partnership, | ||
| a Member of such company | |||
| By: | /s/ Xxxxxx X. Xxxxx | ||
| Name: | Xxxxxx X. Xxxxx | ||
| Title: | Chief Operating Officer | ||
| By: | Omega TRS I, Inc., | ||
| a Member of such company | |||
| By: | /s/ Xxxxxx X. Xxxxx | ||
| Name: | Xxxxxx X. Xxxxx | ||
| Title: | Chief Operating Officer | ||
OMEGA HEALTHCARE INVESTORS, INC.
SECOND AMENDMENT TO CREDIT AGREEMENT
| OHI ASSET, LLC | |
| OHI ASSET (ID), LLC | |
| OHI ASSET (CA), LLC | |
| DELTA INVESTORS I, LLC | |
| DELTA INVESTORS II, LLC | |
| OHI Asset (CO), LLC | |
| COLONIAL GARDENS, LLC | |
| WILCARE, LLC | |
| nrs ventures, l.l.c. | |
| ohi asset (ct) lender, llc | |
| ohi asset (Fl), llc | |
| ohi asset (il), llc | |
| ohi asset (mo), llc | |
| ohi asset (oh), llc | |
| ohi asset (oh) lender, llc | |
| ohi asset (pa), llc | |
| ohi asset ii (ca), llc | |
| ohi asset ii (fl), llc | |
| ohi asset cse-e, llc | |
| ohi asset cse-u, llc | |
| OHI ASSET CSb LLC | |
| OHI ASSET (MI), LLC | |
| OHI ASSET (FL) LENDER, LLC | |
| OHI ASSET HUD WO, LLC | |
| OHI ASSET (MD), LLC | |
| OHI ASSET (TX), LLC | |
| OHI ASSET (IN) WABASH, LLC | |
| OHI ASSET (IN) WESTFIELD, LLC | |
| OHI ASSET (IN) GREENSBURG, LLC | |
| OHI ASSET (IN) INDIANAPOLIS, LLC | |
| OHI ASSET HUD SF, LLC | |
| OHI ASSET (IN) AMERICAN VILLAGE, LLC | |
| OHI ASSET (IN) XXXXXXXX, LLC | |
| OHI ASSET (IN) BEECH GROVE, LLC | |
| OHI ASSET (IN) CLARKSVILLE, LLC | |
| OHI ASSET (IN) EAGLE VALLEY, LLC | |
| OHI ASSET (IN) ELKHART, LLC | |
| OHI ASSET (IN) FOREST CREEK, LLC | |
| OHI ASSET (IN) FORT XXXXX, LLC | |
| OHI ASSET (IN) FRANKLIN, LLC | |
| OHI ASSET (IN) KOKOMO, LLC | |
| OHI ASSET (IN) LAFAYETTE, LLC | |
| OHI ASSET (IN) MONTICELLO, LLC | |
| OHI ASSET (IN) NOBLESVILLE, LLC | |
| OHI ASSET (IN) ROSEWALK, LLC | |
| OHI ASSET (IN) SPRING MILL, LLC |
OMEGA HEALTHCARE INVESTORS, INC.
SECOND AMENDMENT TO CREDIT AGREEMENT
| OHI ASSET (IN) TERRE HAUTE, LLC | |
| OHI ASSET (IN) ZIONSVILLE, LLC | |
| OHI Asset HUD CFG, LLC | |
| OHI ASSET HUD SF CA, LLC | |
| OHI ASSET (TX) HONDO, LLC | |
| OHI ASSET (MI) XXXXXXX HILLS, LLC | |
| OHI ASSET (IN) CROWN POINT, LLC | |
| OHI ASSET (IN) MADISON, LLC | |
| OHI ASSET (AR) ASH FLAT, LLC | |
| OHI ASSET (AR) CAMDEN, LLC | |
| OHI ASSET (AR) XXXXXX, LLC | |
| OHI ASSET (AR) DES ARC, LLC | |
| OHI ASSET (AR) HOT SPRINGS, LLC | |
| OHI ASSET (AR) MALVERN, LLC | |
| OHI ASSET (AR) MENA, LLC | |
| OHI ASSET (AR) POCAHONTAS, LLC | |
| OHI ASSET (AR) SHERIDAN, LLC | |
| OHI ASSET (AR) WALNUT RIDGE, LLC | |
| OHI ASSET RO, LLC | |
| OHI ASSET (FL) LAKE PLACID, LLC | |
| OHI ASSET HUD DELTA, LLC | |
| OHI ASSET (IN) CLINTON, LLC | |
| OHI ASSET (IN) JASPER, LLC | |
| OHI ASSET (IN) SALEM, LLC | |
| OHI ASSET (IN) SEYMOUR, LLC | |
| OHI ASSET (WV) DANVILLE, LLC | |
| OHI ASSET (WV) IVYDALE, LLC | |
| OHI MEZZ LENDER, LLC | |
| OHI ASSET (TN) JEFFERSON CITY, LLC | |
| OHI ASSET (TN) ROGERSVILLE, LLC | |
| OHI ASSET CHG ALF, LLC | |
| BAYSIDE STREET, LLC | |
| BAYSIDE STREET II, LLC | |
| OHI (IOWA), LLC | |
| OHI (INDIANA), LLC | |
| OHI (ILLINOIS), LLC | |
| OHIMA, LLC | |
| STERLING ACQUISITION, LLC | |
| OHI (CONNECTICUT), LLC | |
| FLORIDA LESSOR – MEADOWVIEW, LLC | |
| WASHINGTON LESSOR – SILVERDALE, LLC | |
| XXXXXXX XXXXXX – BONTERRA/PARKVIEW, LLC | |
| ARIZONA LESSOR – INFINIA, LLC | |
| COLORADO LESSOR – CONIFER, LLC | |
| TEXAS LESSOR – STONEGATE GP, LLC | |
| TEXAS LESSOR – STONEGATE LIMITED, LLC |
OMEGA HEALTHCARE INVESTORS, INC.
SECOND AMENDMENT TO CREDIT AGREEMENT
| INDIANA LESSOR – WELLINGTON MANOR, LLC | |
| OHI ASSET (FL) XXXX, LLC | |
| AVIV ASSET MANAGEMENT, L.L.C. | |
| ohi asset hud h-f, llc | |
| ohi asset (ga) dunwoody, llc | |
| ohi asset (ga) roswell, llc | |
| ohi asset (la) baton rouge, llc | |
| ohi asset (ny) 2nd avenue, llc | |
| ohi asset (ny) 93rd street, llc |
| By: | OHI Healthcare Properties Limited Partnership, | ||
| the Sole Member of each of the companies | |||
| By: | /s/ Xxxxxx X. Xxxxx | ||
| Name: | Xxxxxx X. Xxxxx | ||
| Title: | Chief Operating Officer | ||
| 0000 XXXXXXX XXXX, LLC | |
| 000 XXXX XXXXXXXX XXXXXX, LLC | |
| 00000 XXXXXX XXXXXX, LLC | |
| 000 XXXX XXXXX XXXX, LLC | |
| 000 XXXXX XXXX, XXX | |
| XXXXXX XXXX XXXX XXXXXX COMPANY, LLC | |
| 00000 XXXX XXXXXXX XXXXXXXXX, LLC | |
| 0000 XXXXXXXX XXXXX, LLC | |
| 0000 X XXXXXX, LLC | |
| 3232 ARTESIA REAL ESTATE, LLC |
| By: | OHI Asset HUD SF CA, LLC, | ||
| the Sole Member of each of the companies | |||
| By: | /s/ Xxxxxx X. Xxxxx | ||
| Name: | Xxxxxx X. Xxxxx | ||
| Title: | Chief Operating Officer | ||
OMEGA HEALTHCARE INVESTORS, INC.
SECOND AMENDMENT TO CREDIT AGREEMENT
| ENCANTO SENIOR CARE, LLC | |||
| OHI ASSET (AZ) AUSTIN HOUSE, LLC | |||
| G&L GARDENS, LLC | |||
| PALM VALLEY SENIOR CARE, LLC | |||
| RIDGECREST SENIOR CARE, LLC | |||
| By: | OHI Asset HUD SF, LLC, | ||
| the Sole Member of each of the companies | |||
| By: | /s/ Xxxxxx X. Xxxxx | ||
| Name: | Xxxxxx X. Xxxxx | ||
| Title: | Chief Operating Officer | ||
| CFG 0000 XXXXXXXXX XXXXX, LLC | |||
| 0000 XXX XXXXXX XXXXXXXX XX. LLC | |||
| 00000 XXXXXX XXXX XXXXXXXX XX. LLC | |||
| 0000 XXXXXX XXXXXX, LLC | |||
| 00 XXXX XXXXX XXXX, LLC | |||
| By: | OHI Asset HUD CFG, LLC, | ||
| the Sole Member of each of the companies | |||
| By: | /s/ Xxxxxx X. Xxxxx | ||
| Name: | Xxxxxx X. Xxxxx | ||
| Title: | Chief Operating Officer | ||
| Texas Lessor - Stonegate, LP | |||
| By: | Texas Lessor – Stonegate GP, LLC, | ||
| Its General Partner | |||
| By: | /s/ Xxxxxx X. Xxxxx | ||
| Name: | Xxxxxx X. Xxxxx | ||
| Title: | Chief Operating Officer | ||
OMEGA HEALTHCARE INVESTORS, INC.
SECOND AMENDMENT TO CREDIT AGREEMENT
| PV REALTY – WILLOW TREE, LLC | |||
| By: | OHI Asset HUD WO, LLC, | ||
| the Sole Member of such company | |||
| By: | /s/ Xxxxxx X. Xxxxx | ||
| Name: | Xxxxxx X. Xxxxx | ||
| Title: | Chief Operating Officer | ||
| PAVILLION NURSING CENTER NORTH, LLC | |||
| PAVILLION NORTH PARTNERS, LLC | |||
| THE SUBURBAN PAVILION, LLC | |||
| By: | OHI Asset (OH), LLC, | ||
| the Sole Member of each of the companies | |||
| By: | /s/ Xxxxxx X. Xxxxx | ||
| Name: | Xxxxxx X. Xxxxx | ||
| Title: | Chief Operating Officer | ||
| OHI ASSET IV (PA) SILVER LAKE, LP | |||
| By: | OHI Asset CSE-U Subsidiary, LLC, | ||
| Its General Partner | |||
| By: | /s/ Xxxxxx X. Xxxxx | ||
| Name: | Xxxxxx X. Xxxxx | ||
| Title: | Chief Operating Officer | ||
| cse pennsylvania holdings, LP | |||
| cse centennial village, lp | |||
| By: | OHI Asset CSE-E Subsidiary, LLC, | ||
| Its General Partner | |||
| By: | /s/ Xxxxxx X. Xxxxx | ||
| Name: | Xxxxxx X. Xxxxx | ||
| Title: | Chief Operating Officer | ||
OMEGA HEALTHCARE INVESTORS, INC.
SECOND AMENDMENT TO CREDIT AGREEMENT
| CSE DENVER XXXXX LLC | |||
| CSE FAIRHAVEN LLC | |||
| CSE XXXXXXXX HOLDINGS LLC | |||
| CSE TEXARKANA LLC | |||
| CSE WEST POINT LLC | |||
| CSE WHITEHOUSE LLC | |||
| CARNEGIE GARDENS LLC | |||
| FLORIDA REAL ESTATE COMPANY, LLC | |||
| GREENBOUGH, LLC | |||
| LAD I REAL ESTATE COMPANY, LLC | |||
| PANAMA CITY NURSING CENTER LLC | |||
| XXXXXX XXXXXXXX LLC | |||
| SUWANEE, LLC | |||
| OHI ASSET CSE-U SUBSIDIARY, LLC | |||
| OHI TENNESSEE, LLC | |||
| By: | OHI Asset CSE-U, LLC, | ||
| the Sole Member of each of the companies | |||
| By: | /s/ Xxxxxx X. Xxxxx | ||
| Name: | Xxxxxx X. Xxxxx | ||
| Title: | Chief Operating Officer | ||
| CSE BLOUNTVILLE LLC | |||
| CSE BOLIVAR LLC | |||
| CSE CAMDEN LLC | |||
| CSE HUNTINGDON LLC | |||
| CSE JEFFERSON CITY LLC | |||
| CSE MEMPHIS LLC | |||
| CSE XXXXXX LLC | |||
| By: | OHI Tennessee, LLC, | ||
| the Sole Member of each of the companies | |||
| By: | /s/ Xxxxxx X. Xxxxx | ||
| Name: | Xxxxxx X. Xxxxx | ||
| Title: | Chief Operating Officer | ||
OMEGA HEALTHCARE INVESTORS, INC.
SECOND AMENDMENT TO CREDIT AGREEMENT
| CSE CORPUS NORTH LLC | |||
| CSE JACINTO CITY LLC | |||
| CSE KERRVILLE LLC | |||
| CSE RIPON LLC | |||
| CSE SPRING BRANCH LLC | |||
| CSE THE VILLAGE LLC | |||
| CSE WILLIAMSPORT LLC | |||
| DESERT LANE LLC | |||
| NORTH LAS VEGAS LLC | |||
| OHI ASSET CSE-E SUBSIDIARY, LLC | |||
| By: | OHI Asset CSE-E, LLC, | ||
| the Sole Member of each of the companies | |||
| By: | /s/ Xxxxxx X. Xxxxx | ||
| Name: | Xxxxxx X. Xxxxx | ||
| Title: | Chief Operating Officer | ||
| PAVILLION NORTH, LLP | |||
| By: | Pavillion Nursing Center North, LLC, | ||
| its General Partner | |||
| By: | /s/ Xxxxxx X. Xxxxx | ||
| Name: | Xxxxxx X. Xxxxx | ||
| Title: | Chief Operating Officer | ||
OMEGA HEALTHCARE INVESTORS, INC.
SECOND AMENDMENT TO CREDIT AGREEMENT
| OHI ASSET (PA), LP | |||
| OHI ASSET II (PA), LP | |||
| OHI ASSET III (PA), LP | |||
| By: | OHI Asset (OH), LLC, | ||
| the General Partner of each limited partnership | |||
| By: | /s/ Xxxxxx X. Xxxxx | ||
| Name: | Xxxxxx X. Xxxxx | ||
| Title: | Chief Operating Officer | ||
| CSE CASABLANCA HOLDINGS LLC | |||
| By: | OHI Asset CSB LLC, | ||
| the Sole Member of such company | |||
| By: | /s/ Xxxxxx X. Xxxxx | ||
| Name: | Xxxxxx X. Xxxxx | ||
| Title: | Chief Operating Officer | ||
| CSE CASABLANCA HOLDINGS II LLC | |||
| By: | CSE Casablanca Holdings LLC, | ||
| the Sole Member of such company | |||
| By: | /s/ Xxxxxx X. Xxxxx | ||
| Name: | Xxxxxx X. Xxxxx | ||
| Title: | Chief Operating Officer | ||
OMEGA HEALTHCARE INVESTORS, INC.
SECOND AMENDMENT TO CREDIT AGREEMENT
| CSE ALBANY LLC | |
| CSE AMARILLO LLC | |
| CSE AUGUSTA LLC | |
| CSE BEDFORD LLC | |
| CSE CAMBRIDGE REALTY LLC | |
| CSE CANTON LLC | |
| CSE CEDAR RAPIDS LLC | |
| CSE CHELMSFORD LLC | |
| CSE CHESTERTON LLC | |
| CSE CLAREMONT LLC | |
| CSE DENVER LLC | |
| CSE XXXXXXX LLC | |
| CSE ELKTON REALTY LLC | |
| CSE FORT XXXXX LLC | |
| CSE FRANKSTON LLC | |
| CSE GEORGETOWN LLC | |
| CSE GREEN BAY LLC | |
| CSE XXXXXXXX LLC | |
| CSE HUNTSVILLE LLC | |
| CSE INDIANAPOLIS – CONTINENTAL LLC | |
| CSE INDIANAPOLIS – GREENBRIAR LLC | |
| CSE JEFFERSONVILLE – HILLCREST CENTER LLC | |
| CSE JEFFERSONVILLE – XXXXXXXX HOUSE LLC | |
| CSE KINGSPORT LLC | |
| CSE LAKE CITY LLC | |
| CSE LAKE WORTH LLC | |
| CSE LAKEWOOD LLC | |
| CSE LAS VEGAS LLC | |
| CSE LAWRENCEBURG LLC | |
| CSE LEXINGTON PARK REALTY LLC | |
| CSE LIGONIER LLC | |
| CSE LIVE OAK LLC | |
| CSE XXXXXX LLC | |
| CSE MOBILE LLC | |
| CSE XXXXX LLC | |
| CSE NORTH CAROLINA HOLDINGS I LLC | |
| CSE NORTH CAROLINA HOLDINGS II LLC | |
| CSE OMRO LLC | |
| CSE ORANGE PARK LLC | |
| CSE ORLANDO – PINAR TERRACE MANOR LLC | |
| CSE ORLANDO – TERRA VISTA REHAB LLC | |
| CSE XXXXXXX LLC | |
| CSE PILOT POINT LLC | |
| CSE PONCA CITY LLC | |
| CSE PORT ST. LUCIE LLC | |
| CSE RICHMOND LLC | |
| CSE XXXXXXX LLC | |
| CSE SALINA LLC | |
| CSE SEMINOLE LLC | |
| CSE SHAWNEE LLC | |
| CSE STILLWATER LLC | |
| CSE TAYLORSVILLE LLC |
OMEGA HEALTHCARE INVESTORS, INC.
SECOND AMENDMENT TO CREDIT AGREEMENT
| CSE TEXAS CITY LLC | |||
| CSE UPLAND LLC | |||
| CSE WINTER HAVEN LLC | |||
| CSE YORKTOWN LLC | |||
| By: | CSE Casablanca Holdings II LLC, | ||
| the Sole Member of each of the companies | |||
| By: | /s/ Xxxxxx X. Xxxxx | ||
| Name: | Xxxxxx X. Xxxxx | ||
| Title: | Chief Operating Officer | ||
| CSE LEXINGTON PARK LLC | |||
| By: | CSE Lexington Park Realty LLC, | ||
| the Sole Member of such company | |||
| By: | /s/ Xxxxxx X. Xxxxx | ||
| Name: | Xxxxxx X. Xxxxx | ||
| Title: | Chief Operating Officer | ||
| CSE CAMBRIDGE LLC | |||
| By: | CSE Cambridge Realty LLC, | ||
| the Sole Member of such company | |||
| By: | /s/ Xxxxxx X. Xxxxx | ||
| Name: | Xxxxxx X. Xxxxx | ||
| Title: | Chief Operating Officer | ||
| CSE ELKTON LLC | |||
| By: | CSE Elkton Realty LLC, | ||
| the Sole Member of such company | |||
| By: | /s/ Xxxxxx X. Xxxxx | ||
| Name: | Xxxxxx X. Xxxxx | ||
| Title: | Chief Operating Officer | ||
OMEGA HEALTHCARE INVESTORS, INC.
SECOND AMENDMENT TO CREDIT AGREEMENT
| CSE ARDEN L.P. | |||
| CSE XXXX X.X. | |||
| CSE KNIGHTDALE L.P. | |||
| CSE LENOIR L.P. | |||
| CSE WALNUT COVE L.P. | |||
| CSE XXXXXXX X.X. | |||
| By: | CSE North Carolina Holdings I LLC, | ||
| the General Partner of each limited partnership | |||
| By: | /s/ Xxxxxx X. Xxxxx | ||
| Name: | Xxxxxx X. Xxxxx | ||
| Title: | Chief Operating Officer | ||
| OMEGA TRS I, INC. | |||
| OHI HEALTHCARE PROPERTIES HOLDCO, INC. | |||
| AVIV HEALTHCARE CAPITAL CORPORATION | |||
| By: | /s/ Xxxxxx X. Xxxxx | ||
| Name: | Xxxxxx X. Xxxxx | ||
| Title: | Chief Operating Officer | ||
| CSE PINE VIEW LLC | |||
| XXXXX XXXXX HOUSE NURSING HOME, LLC | |||
| OCEAN SPRINGS NURSING HOME, LLC | |||
| PENSACOLA REAL ESTATE HOLDINGS I, LLC | |||
| PENSACOLA REAL ESTATE HOLDINGS II, LLC | |||
| PENSACOLA REAL ESTATE HOLDINGS III, LLC | |||
| PENSACOLA REAL ESTATE HOLDINGS IV, LLC | |||
| PENSACOLA REAL ESTATE HOLDINGS V, LLC | |||
| XXXXXX XXXXXXXXX, LLC | |||
| SKYLER FLORIDA, LLC | |||
| SKYLER PENSACOLA, LLC | |||
| By: | OHI Asset HUD Delta, LLC, | ||
| the Sole Member of each of the companies | |||
| By: | /s/ Xxxxxx X. Xxxxx | ||
| Name: | Xxxxxx X. Xxxxx | ||
| Title: | Chief Operating Officer | ||
OMEGA HEALTHCARE INVESTORS, INC.
SECOND AMENDMENT TO CREDIT AGREEMENT
| OHI ASSET (GA) XXXXXXXX, LLC | |
| OHI ASSET (GA) SNELLVILLE, LLC | |
| OHI ASSET (ID) XXXXX, LLC | |
| OHI ASSET (ID) MIDLAND, LLC | |
| OHI ASSET (IN) CONNERSVILLE, LLC | |
| OHI ASSET (MS) BYHALIA, LLC | |
| OHI ASSET (MS) CLEVELAND, LLC | |
| OHI ASSET (MS) CLINTON, LLC | |
| OHI ASSET (MS) COLUMBIA, LLC | |
| OHI ASSET (MS) CORINTH, LLC | |
| OHI ASSET (MS) GREENWOOD, LLC | |
| OHI ASSET (MS) GRENADA, LLC | |
| OHI ASSET (MS) XXXXX SPRINGS, LLC | |
| OHI ASSET (MS) INDIANOLA, LLC | |
| OHI ASSET (MS) NATCHEZ, LLC | |
| OHI ASSET (MS) PICAYUNE, LLC | |
| OHI ASSET (MS) VICKSBURG, LLC | |
| OHI ASSET (MS) YAZOO CITY, LLC | |
| OHI ASSET (NC) WADESBORO, LLC | |
| OHI ASSET (OR) PORTLAND, LLC | |
| OHI ASSET (SC) AIKEN, LLC | |
| OHI ASSET (SC) XXXXXXXX, LLC | |
| OHI ASSET (SC) XXXXXX XXXX, LLC | |
| OHI ASSET (SC) EASLEY CRESTVIEW, LLC | |
| OHI ASSET (SC) EDGEFIELD, LLC | |
| OHI ASSET (SC) GREENVILLE XXXXXXXX, LLC | |
| OHI ASSET (SC) GREENVILLE LAURENS, LLC | |
| OHI ASSET (SC) GREENVILLE NORTH, LLC | |
| OHI ASSET (SC) GREER, LLC | |
| OHI ASSET (SC) MARIETTA, LLC | |
| OHI ASSET (SC) XXXXXXXXX, LLC | |
| OHI ASSET (SC) XXXXXXX EAST CEDAR, LLC | |
| OHI ASSET (SC) XXXXXXX XXXXXXXX, LLC | |
| OHI ASSET (SC) PIEDMONT, LLC | |
| OHI ASSET (SC) SIMPSONVILLE SE MAIN, LLC | |
| OHI ASSET (SC) SIMPSONVILLE WEST BROAD, LLC | |
| OHI ASSET (SC) SIMPSONVILLE XXXX XXXXXX, LLC | |
| OHI ASSET (TN) XXXXXXXX, LLC | |
| OHI ASSET (TN) COLLIERVILLE, LLC | |
| OHI ASSET (TN) MEMPHIS, LLC | |
| OHI ASSET (TX) XXXXXXXX, LLC | |
| OHI ASSET (TX) XXXXX, LLC | |
| OHI ASSET (TX) XXXXXXXX, LLC | |
| OHI ASSET (TX) COLLEGE STATION, LLC | |
| OHI ASSET (TX) COMFORT, LLC |
OMEGA HEALTHCARE INVESTORS, INC.
SECOND AMENDMENT TO CREDIT AGREEMENT
| OHI ASSET (TX) DIBOLL, LLC | |||
| OHI ASSET (TX) GRANBURY, LLC | |||
| OHI ASSET (TX) ITALY, LLC | |||
| OHI ASSET (TX) WINNSBORO, LLC | |||
| OHI ASSET (UT) XXXXX, LLC | |||
| OHI ASSET (UT) PROVO, LLC | |||
| OHI ASSET (UT) XXX, LLC | |||
| OHI ASSET (VA) CHARLOTTESVILLE, LLC | |||
| OHI ASSET (VA) FARMVILLE, LLC | |||
| OHI ASSET (VA) HILLSVILLE, LLC | |||
| OHI ASSET (VA) ROCKY MOUNT, LLC | |||
| OHI ASSET (WA) BATTLE GROUND, LLC | |||
| OHI ASSET RO PMM SERVICES, LLC | |||
| OHI ASSET (GA) MACON, LLC | |||
| OHI ASSET (SC) GREENVILLE, LLC | |||
| OHI ASSET (SC) ORANGEBURG, LLC | |||
| By: | OHI Asset RO, LLC, | ||
| the Sole Member of each of the companies | |||
| By: | /s/ Xxxxxx X. Xxxxx | ||
| Name: | Xxxxxx X. Xxxxx | ||
| Title: | Chief Operating Officer | ||
| OHI HEALTHCARE PROPERTIES LIMITED PARTNERSHIP | |||
| By: | OHI Healthcare Properties Holdco, Inc., | ||
| the Principal General Partner of such limited partnership | |||
| By: | /s/ Xxxxxx X. Xxxxx | ||
| Name: | Xxxxxx X. Xxxxx | ||
| Title: | Chief Operating Officer | ||
OMEGA HEALTHCARE INVESTORS, INC.
SECOND AMENDMENT TO CREDIT AGREEMENT
| OHI ASSET MANAGEMENT, LLC | |||
| By: | OHI Healthcare Properties Limited Partnership, | ||
| a Member of such company | |||
| By: | /s/ Xxxxxx X. Xxxxx | ||
| Name: | Xxxxxx X. Xxxxx | ||
| Title: | Chief Operating Officer | ||
| By: | Omega TRS I, Inc., | ||
| a member of such company | |||
| By: | /s/ Xxxxxx X. Xxxxx | ||
| Name: | Xxxxxx X. Xxxxx | ||
| Title: | Chief Operating Officer | ||
| OHI ASSET (OR) TROUTDALE, LLC | |||
| OHI ASSET (PA) GP, LLC | |||
| HOT SPRINGS ATRIUM OWNER, LLC | |||
| HOT SPRINGS COTTAGES OWNER, LLC | |||
| HOT SPRINGS MARINA OWNER, LLC | |||
| By: | OHI Asset CHG ALF, LLC, | ||
| the Sole Member of each of the companies | |||
| By: | /s/ Xxxxxx X. Xxxxx | ||
| Name: | Xxxxxx X. Xxxxx | ||
| Title: | Chief Operating Officer | ||
OMEGA HEALTHCARE INVESTORS, INC.
SECOND AMENDMENT TO CREDIT AGREEMENT
| OHI ASSET (PA) WEST MIFFLIN, LP | |||
| BALA CYNWYD REAL ESTATE, LP | |||
| By: | OHI Asset (PA) GP, LLC, | ||
| the General Partner of each limited partnerships | |||
| By: | /s/ Xxxxxx X. Xxxxx | ||
| Name: | Xxxxxx X. Xxxxx | ||
| Title: | Chief Operating Officer | ||
| BAYSIDE COLORADO HEALTHCARE ASSSOCIATES, LLC | |||
| By: | Bayside Street, LLC, | ||
| the Sole Member of such company | |||
| By: | /s/ Xxxxxx X. Xxxxx | ||
| Name: | Xxxxxx X. Xxxxx | ||
| Title: | Chief Operating Officer | ||
OMEGA HEALTHCARE INVESTORS, INC.
SECOND AMENDMENT TO CREDIT AGREEMENT
| CHR BARTOW LLC | |||
| CHR BOCA RATON LLC | |||
| CHR BRADENTON LLC | |||
| CHR CAPE CORAL LLC | |||
| CHR FORT XXXXX LLC | |||
| CHR FORT XXXXXX BEACH LLC | |||
| CHR LAKE WALES LLC | |||
| CHR LAKELAND LLC | |||
| CHR POMPANO BEACH BROWARD LLC | |||
| CHR POMPANO BEACH LLC | |||
| CHR XXXXXXX LLC | |||
| CHR SPRING HILL LLC | |||
| CHR ST. XXXX BAY LLC | |||
| CHR ST. XXXX EGRET LLC | |||
| CHR TAMPA CARROLLWOOD LLC | |||
| CHR TAMPA LLC | |||
| CHR TARPON SPRINGS LLC | |||
| CHR TITUSVILLE LLC | |||
| By: | OHI Asset HUD H-F, LLC, | ||
| the Sole Member of each of the companies | |||
| By: | /s/ Xxxxxx X. Xxxxx | ||
| Name: | Xxxxxx X. Xxxxx | ||
| Title: | Chief Operating Officer | ||
OMEGA HEALTHCARE INVESTORS, INC.
SECOND AMENDMENT TO CREDIT AGREEMENT
| CANTON HEALTH CARE LAND, LLC | |||
| XXXXX HEALTH CARE CENTER, LLC | |||
| XXXXXX I LAND, LLC | |||
| XXXXXX II LAND, LLC | |||
| XXXXXX III LAND, LLC | |||
| LEATHERMAN PARTNERSHIP 89-1, LLC | |||
| LEATHERMAN PARTNERSHIP 89-2, LLC | |||
| LEATHERMAN 90-1, LLC | |||
| MERIDIAN ARMS LAND, LLC | |||
| ORANGE VILLAGE CARE CENTER, LLC | |||
| ST. MARY’S PROPERTIES, LLC | |||
| By: | Bayside Street II, LLC, | ||
| the Sole Member of each of the companies | |||
| By: | /s/ Xxxxxx X. Xxxxx | ||
| Name: | Xxxxxx X. Xxxxx | ||
| Title: | Chief Operating Officer | ||
| AVIV HEALTHCARE PROPERTIES OPERATING PARTNERSHIP I, L.P. | |||
| By: | OHI Healthcare Properties Limited Partnership, | ||
| the Sole Member of such company | |||
| By: | /s/ Xxxxxx X. Xxxxx | ||
| Name: | Xxxxxx X. Xxxxx | ||
| Title: | Chief Operating Officer | ||
OMEGA HEALTHCARE INVESTORS, INC.
SECOND AMENDMENT TO CREDIT AGREEMENT
| AVIV FINANCING I, L.L.C. | |||
| AVIV FINANCING II, L.L.C. | |||
| AVIV FINANCING III, L.L.C. | |||
| AVIV FINANCING IV, L.L.C. | |||
| AVIV FINANCING V, L.L.C. | |||
| By: | Aviv Healthcare Properties Operating Partnership I, L.P., the Sole Member of each of the companies | ||
| By: | /s/ Xxxxxx X. Xxxxx | ||
| Name: | Xxxxxx X. Xxxxx | ||
| Title: | Chief Operating Officer | ||
| ALAMOGORDO AVIV, L.L.C. | |||
| XXXX XXXXX, L.L.C. | |||
| BRADENTON ALF PROPERTY, L.L.C. | |||
| CALIFORNIA AVIV, L.L.C. | |||
| CHIPPEWA VALLEY, L.L.C. | |||
| XXXXXXX ASSOCIATES, L.L.C. | |||
| COLUMBUS WESTERN AVENUE, L.L.C. | |||
| COMMERCE NURSING HOMES, L.L.C. | |||
| COMMERCE XXXXXXXX XXXX DRIVE, L.L.C. | |||
| CONROE XXXXX XXXX ROAD, L.L.C. | |||
| DENISON TEXAS, L.L.C. | |||
| FALFURRIAS TEXAS, L.L.C. | |||
| FREDERICKSBURG SOUTH XXXXX STREET, L.L.C. | |||
| FREEWATER OREGON, L.L.C. | |||
| FULLERTON CALIFORNIA, L.L.C. | |||
| GERMANTOWN PROPERTY, L.L.C. | |||
| HERITAGE MONTEREY ASSOCIATES, L.L.C. | |||
| HIGHLAND LEASEHOLD, L.L.C. | |||
| XXXXX ASSOCIATES, L.L.C. | |||
| HOT SPRINGS AVIV, L.L.C. | |||
| HOUSTON TEXAS AVIV, L.L.C. | |||
| HUTCHINSON KANSAS, L.L.C. | |||
| JASPER SPRINGHILL STREET, L.L.C. | |||
| XXXXXXXX STREET PROPERTY, L.L.C. | |||
| MISSOURI ASSOCIATES, L.L.C. | |||
| MISSOURI REGENCY ASSOCIATES, L.L.C. | |||
| MOUNT WASHINGTON PROPERTY, L.L.C. | |||
| N.M. BLOOMFIELD THREE PLUS ONE LIMITED COMPANY | |||
OMEGA HEALTHCARE INVESTORS, INC.
SECOND AMENDMENT TO CREDIT AGREEMENT
| N.M. ESPANOLA THREE PLUS ONE LIMITED COMPANY | |||
| N.M. LORDSBURG THREE PLUS ONE LIMITED COMPANY | |||
| N.M. SILVER CITY THREE PLUS ONE LIMITED COMPANY | |||
| OMAHA ASSOCIATES, L.L.C. | |||
| RIVERSIDE NURSING HOME ASSOCIATES, L.L.C. | |||
| SANTA XXX-XXXXXXXX, L.L.C. | |||
| SAVOY/BONHAM VENTURE, L.L.C. | |||
| SOUTHERN CALIFORNIA NEVADA, L.L.C. | |||
| TUJUNGA, L.L.C. | |||
| WASHINGTON-OREGON ASSOCIATES, L.L.C. | |||
| WEST YARMOUTH PROPERTY I, L.L.C. | |||
| XXXXXXX HEALTHCARE ASSOCIATES, L.L.C. | |||
| By: | Aviv Financing I, L.L.C., | ||
| the Sole Member of each of the companies | |||
| By: | /s/ Xxxxxx X. Xxxxx | ||
| Name: | Xxxxxx X. Xxxxx | ||
| Title: | Chief Operating Officer | ||
| 000 XXXXXXXX XXXX, L.L.C. | |||
| ALBANY STREET PROPERTY, L.L.C. | |||
| ARKANSAS AVIV, L.L.C. | |||
| XXXXX STREET PROPERTY, L.L.C. | |||
| AVON OHIO, L.L.C. | |||
| BELLEVILLE ILLINOIS, L.L.C. | |||
| BELLINGHAM II ASSOCIATES, L.L.C. | |||
| XXXXXX XXX PROPERTY, L.L.C. | |||
| BHG AVIV, L.L.C. | |||
| BIGLERVILLE ROAD, L.L.C. | |||
| BONHAM TEXAS, L.L.C. | |||
| XXXXXX NH PROPERTY, L.L.C. | |||
| CAMAS ASSOCIATES, L.L.C. | |||
| CHAMPAIGN XXXXXXXXXX XXXXXXXX, L.L.C. | |||
| CHARDON OHIO PROPERTY, L.L.C. | |||
| CHATHAM AVIV, L.L.C. | |||
| CLARKSTON CARE, L.L.C. | |||
| COLONIAL MADISON ASSOCIATES, L.L.C. | |||
| COLUMBUS TEXAS AVIV, L.L.C. | |||
| COLVILLE WASHINGTON PROPERTY, L.L.C. | |||
| CRETE PLUS FIVE PROPERTY, L.L.C. | |||
| CROOKED RIVER ROAD, L.L.C. | |||
| CR AVIV, L.L.C. | |||
| CUYAHOGA FALLS PROPERTY, L.L.C. | |||
OMEGA HEALTHCARE INVESTORS, INC.
SECOND AMENDMENT TO CREDIT AGREEMENT
| DALLAS TWO PROPERTY, L.L.C. | |
| DARIEN ALF PROPERTY, L.L.C. | |
| EAST XXXXXXX STREET, L.L.C. | |
| EDGEWOOD DRIVE PROPERTY, L.L.C. | |
| ELITE YORKVILLE, L.L.C. | |
| FALCON FOUR PROPERTY, L.L.C. | |
| FLORIDA ALF PROPERTIES, L.L.C. | |
| FORT STOCKTON PROPERTY, L.L.C. | |
| FOUR FOUNTAINS AVIV, L.L.C. | |
| GILTEX CARE, L.L.C. | |
| XXXXXXXX TEXAS PROPERTY, L.L.C. | |
| GREAT BEND PROPERTY, L.L.C. | |
| GREENVILLE KENTUCKY PROPERTY, L.L.C. | |
| HHM AVIV, L.L.C. | |
| HIDDEN ACRES PROPERTY, L.L.C. | |
| IDAHO ASSOCIATES, L.L.C. | |
| ILLINOIS MISSOURI PROPERTIES, L.L.C. | |
| IOWA LINCOLN COUNTY PROPERTY, L.L.C. | |
| KARAN ASSOCIATES TWO, L.L.C. | |
| KARISSA COURT PROPERTY, L.L.C. | |
| KB NORTHWEST ASSOCIATES, L.L.C. | |
| KENTUCKY NH PROPERTIES, L.L.C. | |
| LOUISVILLE DUTCHMANS PROPERTY, L.L.C. | |
| MAGNOLIA DRIVE PROPERTY, L.L.C. | |
| MANSFIELD AVIV, L.L.C. | |
| MASSACHUSETTS NURSING HOMES, L.L.C. | |
| MINNESOTA ASSOCIATES, L.L.C. | |
| MISHAWAKA PROPERTY, L.L.C. | |
| MONTEREY PARK LEASEHOLD MORTGAGE, L.L.C. | |
| MT. VERNON TEXAS, L.L.C. | |
| XXXXXX COUNTY, L.L.C. | |
| MUSCATINE TOLEDO PROPERTIES, L.L.C. | |
| NEW HOPE PROPERTY, L.L.C. | |
| NICHOLASVILLE KENTUCKY PROPERTY, L.L.C. | |
| NORTH ROYALTON OHIO PROPERTY, L.L.C. | |
| NORWALK ALF PROPERTY, L.L.C. | |
| OAKLAND NURSING HOMES, L.L.C. | |
| OCTOBER ASSOCIATES, L.L.C. | |
| XXXXX ASSOCIATES, L.L.C. | |
| OHIO AVIV, L.L.C. | |
| OHIO AVIV THREE, L.L.C. | |
| OHIO AVIV TWO, L.L.C. | |
| OHIO INDIANA PROPERTY, L.L.C. | |
| OKLAHOMA WARR WIND, L.L.C. | |
| OKLAHOMA TWO PROPERTY, L.L.C. | |
| OREGON ASSOCIATES, L.L.C. | |
| OSO AVENUE PROPERTY, L.L.C. | |
| XXXXXX AVENUE PROPERTY, L.L.C. | |
| S.C. PORTFOLIO PROPERTY, L.L.C. | |
| PEABODY ASSOCIATES, L.L.C. | |
| XXXXXXXXXX ROAD PROPERTY, L.L.C. | |
| POCATELLO IDAHO PROPERTY, L.L.C. |
OMEGA HEALTHCARE INVESTORS, INC.
SECOND AMENDMENT TO CREDIT AGREEMENT
| PRESCOTT ARKANSAS, L.L.C. | |||
| RAVENNA OHIO PROPERTY, L.L.C. | |||
| RICHLAND WASHINGTON, L.L.C. | |||
| ROCKINGHAM DRIVE PROPERTY, L.L.C. | |||
| SANTA FE MISSOURI ASSOCIATES, L.L.C. | |||
| XXXXXX AVIV, L.L.C. | |||
| SIERRA PONDS PROPERTY, L.L.C. | |||
| SKYVIEW ASSOCIATES, L.L.C. | |||
| ST. XXXXXX MISSOURI PROPERTY, L.L.C. | |||
| STAR CITY ARKANSAS, L.L.C. | |||
| STEPHENVILLE TEXAS PROPERTY, L.L.C. | |||
| TEXAS FOUR PROPERTY, L.L.C. | |||
| TEXHOMA AVENUE PROPERTY, L.L.C. | |||
| TULARE COUNTY PROPERTY, L.L.C. | |||
| WASHINGTON IDAHO PROPERTY, L.L.C. | |||
| WELLINGTON LEASEHOLD, L.L.C. | |||
| WEST PEARL STREET, L.L.C. | |||
| XXXXXXXX STREET PROPERTY, L.L.C. | |||
| YUBA AVIV, L.L.C. | |||
| By: | Aviv Financing II, L.L.C., | ||
| the Sole Member of each of the companies | |||
| By: | /s/ Xxxxxx X. Xxxxx | ||
| Name: | Xxxxxx X. Xxxxx | ||
| Title: | Chief Operating Officer | ||
| DANBURY ALF PROPERTY, L.L.C. | |||
| RIVERSIDE NURSING HOME ASSOCIATES TWO, L.L.C. | |||
| WESTERVILLE OHIO OFFICE PROPERTY, L.L.C. | |||
| By: | Aviv Financing III, L.L.C., | ||
| the Sole Member of each of the companies | |||
| By: | /s/ Xxxxxx X. Xxxxx | ||
| Name: | Xxxxxx X. Xxxxx | ||
| Title: | Chief Operating Officer | ||
OMEGA HEALTHCARE INVESTORS, INC.
SECOND AMENDMENT TO CREDIT AGREEMENT
| AVIV LIBERTY, L.L.C. | |||
| AVIV FOOTHILLS, L.L.C. | |||
| CALIFORNIA AVIV TWO, L.L.C. | |||
| GARDNERVILLE PROPERTY, L.L.C. | |||
| EFFINGHAM ASSOCIATES, L.L.C. | |||
| ELITE MATTOON, L.L.C. | |||
| KANSAS FIVE PROPERTY, L.L.C. | |||
| KARAN ASSOCIATES, L.L.C. | |||
| MANOR ASSOCIATES, L.L.C. | |||
| XXXXXX XXX PROPERTY, L.L.C. | |||
| OHIO PENNSYLVANIA PROPERTY, L.L.C. | |||
| ORANGE ALF PROPERTY, L.L.C. | |||
| POMONA VISTA L.L.C. | |||
| RATON PROPERTY LIMITED COMPANY | |||
| RED ROCKS, L.L.C. | |||
| XXXX XXXXXXX PARK PROPERTY, L.L.C. | |||
| SALEM ASSOCIATES, L.L.C. | |||
| SAN XXXX NH PROPERTY, L.L.C. | |||
| SANDALWOOD ARKANSAS PROPERTY, L.L.C. | |||
| SEDGWICK PROPERTIES, L.L.C. | |||
| SUN-MESA PROPERTIES, L.L.C. | |||
| VRB AVIV, L.L.C. | |||
| WATAUGA ASSOCIATES, L.L.C. | |||
| XXXXXX TEXAS AVIV, L.L.C. | |||
| By: | Aviv Financing IV, L.L.C., | ||
| the Sole Member of each of the companies | |||
| By: | /s/ Xxxxxx X. Xxxxx | ||
| Name: | Xxxxxx X. Xxxxx | ||
| Title: | Chief Operating Officer | ||
OMEGA HEALTHCARE INVESTORS, INC.
SECOND AMENDMENT TO CREDIT AGREEMENT
| CASA/SIERRA CALIFORNIA ASSOCIATES, L.L.C. | |||
| FLORIDA FOUR PROPERTIES, L.L.C. | |||
| KINGSVILLE TEXAS, L.L.C. | |||
| GLENDALE NH PROPERTY, L.L.C. | |||
| MONTANA ASSOCIATES, L.L.C. | |||
| ORANGE, L.L.C. | |||
| PEABODY ASSOCIATES TWO, L.L.C. | |||
| SEGUIN TEXAS PROPERTY, L.L.C. | |||
| SOUTHEAST MISSOURI PROPERTY, L.L.C. | |||
| XXXXXXX AVENUE PROPERTY, L.L.C. | |||
| TEXAS FIFTEEN PROPERTY, L.L.C. | |||
| By: | Aviv Financing V, L.L.C., | ||
| the Sole Member of each of the companies | |||
| By: | /s/ Xxxxxx X. Xxxxx | ||
| Name: | Xxxxxx X. Xxxxx | ||
| Title: | Chief Operating Officer | ||
| CHARDON OHIO PROPERTY HOLDINGS, L.L.C. | |||
| By: | Chardon Ohio Property, L.L.C., | ||
| the Sole Member of such company | |||
| By: | /s/ Xxxxxx X. Xxxxx | ||
| Name: | Xxxxxx X. Xxxxx | ||
| Title: | Chief Operating Officer | ||
| FALCON FOUR PROPERTY HOLDING, L.L.C. | |||
| By: | Falcon Four Property, L.L.C., | ||
| the Sole Member of such company | |||
| By: | /s/ Xxxxxx X. Xxxxx | ||
| Name: | Xxxxxx X. Xxxxx | ||
| Title: | Chief Operating Officer | ||
| ADMINISTRATIVE AGENT: | bank of america, n.a., | |
| as Administrative Agent | ||
| By: | /s/ Xxxxx X. Xxxxx | |
| Name: | Xxxxx X. Xxxxx |
| Title: | Vice President |
OMEGA HEALTHCARE INVESTORS, INC.
SECOND AMENDMENT
| LENDERS: | bank of america, n.a., as L/C Issuer, Swing Line Lender and as a Lender | |
| By: | /s/ Xxxxxxx Xxxxx | |
| Name: | Xxxxxxx Xxxxx |
| Title: | Director |
OMEGA HEALTHCARE INVESTORS, INC.
SECOND AMENDMENT
| CREDIT AGRICOLE COPORATE AND INVESTMENT BANK, | ||
| as a Lender | ||
| By: | /s/ Xxxxxx Xxxxxxxx | |
| Name: | Xxxxxx Xxxxxxxx |
| Title: | Managing Director |
| By: | /s/ Xxx Xxxxx |
| Name: | Xxx Xxxxx |
| Title: | Managing Director |
OMEGA HEALTHCARE INVESTORS, INC.
SECOND AMENDMENT
| JPMORGAN CHASE BANK, N.A., | ||
| as a Lender | ||
| By: | /s/ Xxxx Xxxxx | |
| Name: | Xxxx Xxxxx |
| Title: | VP & General Manager |
OMEGA HEALTHCARE INVESTORS, INC.
SECOND AMENDMENT
| CITIZENS BANK, NATIONAL ASSOCIATION, | ||
| as a Lender | ||
| By: | /s/ Xxxx X. Xxxxxx | |
| Name: | Xxxx X. Xxxxxx |
| Title: | Senior Vice President |
OMEGA HEALTHCARE INVESTORS, INC.
SECOND AMENDMENT
| THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., | ||
| as a Lender | ||
| By: | /s/ Xxxxx Xxxxxxx | |
| Name: | Xxxxx Xxxxxxx |
| Title: | VP |
OMEGA HEALTHCARE INVESTORS, INC.
SECOND AMENDMENT
| CAPITAL ONE, NATIONAL ASSOCIATION, | ||
| as a Lender | ||
| By: | /s/ J. Xxxxxxx Xxxxx | |
| Name: | J. Xxxxxxx Xxxxx |
| Title: | Authorized Signatory |
OMEGA HEALTHCARE INVESTORS, INC.
SECOND AMENDMENT
| XXXXXX XXXXXXX BANK, N.A., | ||
| as a Lender | ||
| By: | /s/ Emanuel Ma | |
| Name: | Emanuel Ma |
| Title: | Authorized Signatory |
OMEGA HEALTHCARE INVESTORS, INC.
SECOND AMENDMENT
| ROYAL BANK OF CANADA, | ||
| as a Lender | ||
| By: | /s/ Xxxxx Xxxxx | |
| Name: | Xxxxx Xxxxx |
| Title: | Authorized Signatory |
OMEGA HEALTHCARE INVESTORS, INC.
SECOND AMENDMENT
| SUNTRUST BANK, | ||
| as a Lender | ||
| By: | /s/ Xxxxxx Xxxxxx | |
| Name: | Xxxxxx Xxxxxx |
| Title: | Vice President |
OMEGA HEALTHCARE INVESTORS, INC.
SECOND AMENDMENT
| BRANCH BANKING AND TRUST COMPANY, | ||
| as a Lender | ||
| By: | /s/ Xxxxx X. Xxxxx | |
| Name: | Xxxxx X. Xxxxx |
| Title: | Senior Vice President |
OMEGA HEALTHCARE INVESTORS, INC.
SECOND AMENDMENT
| SUMITOMO MITSUI BANKING CORPORATION, | ||
| as a Lender | ||
| By: | ||
| Name: |
| Title: |
OMEGA HEALTHCARE INVESTORS, INC.
SECOND AMENDMENT
| STIFEL BANK & TRUST, | ||
| as a Lender | ||
| By: | ||
| Name: |
| Title: |
OMEGA HEALTHCARE INVESTORS, INC.
SECOND AMENDMENT
| SYNOVUS BANK, | ||
| as a Lender | ||
| By: | /s/ Xxxxxx Xxxxxxx | |
| Name: | Xxxxxx Xxxxxxx |
| Title: | Associate |
OMEGA HEALTHCARE INVESTORS, INC.
SECOND AMENDMENT
| BANK OF TAIWAN, A REPUBLIC OF CHINA BANK ACTING THROUGH ITS LOS ANGELES BRANCH, | ||
| as a Lender | ||
| By: | /s/ Xxxx Xxxxx | |
| Name: | Xxxx Xxxxx |
| Title: | VP & General Manager |
OMEGA HEALTHCARE INVESTORS, INC.
SECOND AMENDMENT
| MEGA INTERNATIONAL COMMERCIAL BANK CO., LTD. NEW YORK BRANCH, | ||
| as a Lender | ||
| By: | ||
| Name: |
| Title: |
OMEGA HEALTHCARE INVESTORS, INC.
SECOND AMENDMENT
| LAND BANK OF TAIWAN LOS ANGELES BRANCH, | ||
| as a Lender | ||
| By: | ||
| Name: |
| Title: |
OMEGA HEALTHCARE INVESTORS, INC.
SECOND AMENDMENT
| TAIWAN BUSINESS BANK, LOS ANGELES BRANCH, | ||
| as a Lender | ||
| By: | ||
| Name: |
| Title: |
OMEGA HEALTHCARE INVESTORS, INC.
SECOND AMENDMENT
| TAIWAN COOPERATIVE BANK, LTD., SEATTLE BRANCH, | ||
| as a Lender | ||
| By: | ||
| Name: |
| Title: |
OMEGA HEALTHCARE INVESTORS, INC.
SECOND AMENDMENT
| FIRST COMMERCIAL BANK, LTD., A REPUBLIC OF CHINA BANK ACTING THROUGH ITS LOS ANGELES BRANCH, | ||
| as a Lender | ||
| By: | ||
| Name: |
| Title: |
OMEGA HEALTHCARE INVESTORS, INC.
SECOND AMENDMENT
| E. SUN COMMERCIAL BANK, LIMITED, LOS ANGELES BRANCH, | ||
| as a Lender | ||
| By: | ||
| Name: |
| Title: |
OMEGA HEALTHCARE INVESTORS, INC.
SECOND AMENDMENT
| XXX XXX COMMERCIAL BANK LTD., LOS ANGELES BRANCH, | ||
| as a Lender | ||
| By: | ||
| Name: |
| Title: |
OMEGA HEALTHCARE INVESTORS, INC.
SECOND AMENDMENT
| XXXXX FARGO BANK, NATIONAL ASSOCIATION, | ||
| as a Lender | ||
| By: | /s/ Xxxxx Xxxxxx | |
| Name: | Xxxxx Xxxxxx |
| Title: | Director |
OMEGA HEALTHCARE INVESTORS, INC.
SECOND AMENDMENT
| COMPASS BANK, | ||
| as a Lender | ||
| By: | /s/ Xxxxx Xxxxxx | |
| Name: | Xxxxx Xxxxxx |
| Title: | Senior Vice President |
OMEGA HEALTHCARE INVESTORS, INC.
SECOND AMENDMENT
| REGIONS BANK, | ||
| as a Lender | ||
| By: | /s/ Xxxxxx X. Xxxxxxxx | |
| Name: | Xxxxxx X. Xxxxxxxx |
| Title: | Senior Vice President |
OMEGA HEALTHCARE INVESTORS, INC.
SECOND AMENDMENT
| THE HUNTINGTON NATIONAL BANK, | ||
| as a Lender | ||
| By: | /s/ Xxxxxxx Xxxxxxxx | |
| Name: | Xxxxxxx Xxxxxxxx |
| Title: | Vice President |
OMEGA HEALTHCARE INVESTORS, INC.
SECOND AMENDMENT
| THE BANK OF EAST ASIA, LIMITED, NEW YORK BRANCH, as a Lender | ||
| By: | /s/ Xxxxxxx Xxxx | |
| Name: | Xxxxxxx Xxxx |
| Title: | Senior Vice President |
| Head of Business Development |
| By: | /s/ Kitty Sin |
| Name: | Kitty Sin |
| Title: | Senior Vice President |
| Head of Credit |
OMEGA HEALTHCARE INVESTORS, INC.
SECOND AMENDMENT
