FIRST AMENDMENT TO CREDIT AGREEMENT

Exhibit 10.1

FIRST AMENDMENT TO CREDIT AGREEMENT

THIS FIRST AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) dated as of August 7, 2015 is by and among OHI HEALTHCARE PROPERTIES LIMITED PARTNERSHIP, a Delaware limited partnership (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 April 1, 2015 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.

“First 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 obligations under the REIT Credit Agreement, 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   First Amendment Effective Date. This Amendment shall be and become effective as of the date hereof (the “First 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 “First 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 First 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.

3

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]

4

IN WITNESS WHEREOF, each of the parties hereto has caused a counterpart of this First Amendment to Credit Agreement to be duly executed and delivered as of the date first above written.

BORROWER:	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

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

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

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

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

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

	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

	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

	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

	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

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

	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

	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.
	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

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

	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 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

	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

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

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

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

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.

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.

GONZALES 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.

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

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

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

LENDERS:	BANK OF AMERICA, N.A.,
	as a Lender
	By:	/s/ Xxxxxxx Xxxxx
	Name:	Xxxxxxx Xxxxx
	Title:	Director

	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

JPMORGAN CHASE BANK, N.A.,

as a Lender

By:

Name:

Title:

	CITIZENS BANK, NATIONAL ASSOCIATION,
	as a Lender
	By:	/s/ Xxxx X. Xxxxxx
	Name:	Xxxx X. Xxxxxx
	Title:	Senior Vice President

	SUNTRUST BANK,
	as a Lender
	By:	/s/ Xxxxxx Xxxxxx
	Name:	Xxxxxx Xxxxxx
	Title:	Vice President

	ROYAL BANK OF CANADA,
	as a Lender
	By:	/s/ Xxxxx Xxxxx
	Name:	Xxxxx Xxxxx
	Title:	Authorized Signatory

THE BANK OF TOKYO-MITSUBISHI UFJ, LTD.,

as a Lender

By:

Name:

Title:

	CAPITAL ONE, NATIONAL ASSOCIATION,
	as a Lender
	By:	/s/ J. Xxxxxxx Xxxxx
	Name:	J. Xxxxxxx Xxxxx
	Title:	Authorized Signatory

	XXXXX FARGO BANK, NATIONAL ASSOCIATION,
	as a Lender
	By:	/s/ Xxxxx Xxxxxx
	Name:	Xxxxx Xxxxxx
	Title:	Director