OMEGA HEALTHCARE INVESTORS, INC. Suite 100 Timonium, MD 21093 April 3, 2008
OMEGA
HEALTHCARE INVESTORS, INC.
Xxxxx
000
0000
Xxxxxxx Xxxx
Xxxxxxxx,
XX 00000
April 3,
2008
COMPUTERSHARE
TRUST COMPANY, N.A.
(as
successor Rights Agent to First Chicago Trust Company)
000
Xxxxxxxxxx Xxxxxxxxx
Xxxxxx
Xxxx, XX 00000
Attention: Relationship
Manager
Re: Amendment No. 3 To Rights
Agreement
Ladies
and Gentlemen:
Pursuant to Section 27 of the Rights
Agreement dated as of May 12, 1999, as amended on May 11, 2000 and October 29,
2001 (as amended, the “Rights Agreement”) between Omega Healthcare Investors,
Inc. (the “Company”) and Computershare Trust Company, N.A. (formerly known
as EquiServe Trust Company, N.A., as successor Rights Agent to First
Chicago Trust Company), as rights agent, the Company, pursuant to resolution
adopted by its Board of Directors, hereby amends the Rights Agreement as
follows:
1. Section
7(a) of the Rights Agreement is hereby amended by deleting the reference to “May
12, 2009” and replacing it with “April 3, 2008”, such that Section 7(a) as
amended shall read in its entirety as follows:
(a) Subject
to Section 7(e) hereof, the registered holder of any Right Certificate may
exercise the Rights evidenced thereby (except as otherwise provided herein) in
whole or in part at any time after the Distribution Date upon surrender of the
Right Certificate, with the form of election to purchase on the reverse side
thereof duly executed, to the Rights Agent at the office of the Rights Agent
designated for such purpose, together with payment of the Purchase Price with
respect to each surrendered Right for the total number of shares of Preferred
Stock (or Common Stock or other securities or property, as the case may be) as
to which the Rights are exercised, at or prior to the earliest of (i) the Close
of Business on April 3, 2008 (the “Final Expiration Date”), (ii) the time at
which the Rights are redeemed as provided in Section 23 hereof (the “Redemption
Date”) or (iii) the time at which such Rights are exchanged as provided in
Section 24 hereof (the earliest to occur of the events described in (i), (ii)
and (iii) being herein referred to as the “Expiration Date”).
2. The
Rights Agreement shall not otherwise be supplemented or amended by virtue of
this Amendment No. 3 to the Rights Agreement, but shall remain in full force and
effect.
3. Capitalized
terms used without other definition in this Amendment No. 3 to the Rights
Agreement shall be used as defined in the Rights Agreement.
4. This
Amendment No. 3 to the Rights Agreement shall be deemed to be a contract made
under the laws of the State of Maryland and for all purposes shall be governed
by and construed in accordance with the laws of such State applicable to
contracts to be made and performed entirely within such State, except that those
provisions of this Amendment No. 3 to the Rights Agreement affecting the rights,
duties and responsibility of the Rights Agent shall be governed by and construed
in accordance with the laws of the State of Illinois.
5. This
Amendment No. 3 to the Rights Agreement may be executed in any number of
counterparts and each of such counterparts shall for all purposes be deemed to
be an original, and all such counterparts shall together constitute but one and
the same instrument.
6. Exhibits
A and B to the Rights Agreement shall be deemed amended in a manner consistent
with this Amendment No. 3 to the Rights Agreement.
Very
truly yours,
OMEGA
HEALTHCARE INVESTORS, INC.
By: /s/ X. Xxxxxx
Xxxxxxx
X. Xxxxxx Xxxxxxx
Chief Executive
Officer
Accepted
and agreed to as of the
date
specified above:
COMPUTERSHARE
TRUST COMPANY, N.A.
(as
successor Rights Agent to First Chicago Trust Company)
By:/s/ Xxxxxx X.
Xxxxxx
Xxxxxx X. Xxxxxx
Managing Director
