REGISTRATION RIGHTS AGREEMENT Dated as of November 8, 2004 Among OMEGA HEALTHCARE INVESTORS, INC. and THE GUARANTORS NAMED HEREIN as Issuers, and DEUTSCHE BANK SECURITIES INC., BANC OF AMERICA SECURITIES LLC, AND UBS SECURITIES LLC as Initial...Registration Rights Agreement • November 9th, 2004 • Omega Healthcare Investors Inc • Real estate investment trusts • New York
This Agreement is entered into in connection with the Purchase Agreement by and among the Issuers and the Initial Purchasers, dated as of October 29, 2004 (the "Purchase Agreement"), which provides for, among other things, the sale by the Company to the Initial Purchasers of $60,000,000 aggregate principal amount of the Company’s 7% Senior Notes due 2014 (the "Notes") guaranteed on a senior basis by the Guarantors (the "Guarantees"). In order to induce the Initial Purchasers to enter into the Purchase Agreement, the Issuers have agreed to provide the registration rights set forth in this Agreement for the benefit of the Initial Purchasers and any subsequent holder or holders of the Notes. The execution and delivery of this Agreement is a condition to the Initial Purchasers’ obligation to purchase the Notes under the Purchase Agreement.
OMEGA HEALTHCARE INVESTORS, INC. 7% Senior Notes due 2014 PURCHASE AGREEMENTPurchase Agreement • November 9th, 2004 • Omega Healthcare Investors Inc • Real estate investment trusts • New York
SECOND SUPPLEMENTAL INDENTURESupplemental Indenture • November 9th, 2004 • Omega Healthcare Investors Inc • Real estate investment trusts • New York
THIS SECOND SUPPLEMENTAL INDENTURE (the "Second Supplemental Indenture") is dated as of November 5, 2004, among OMEGA HEALTHCARE INVESTORS, INC., a Maryland corporation (the "Issuer"), each of the SUBSIDIARY GUARANTORS listed on Schedule I hereto (the "Subsidiary Guarantors"), OHI ASSET (OH) NEW PHILADELPHIA, LLC, a Delaware limited liability company and wholly owned subsidiary of the Issuer ("OHI New Philadelphia"), OHI ASSET (OH) LENDER, LLC, a Delaware limited liability company and wholly owned subsidiary of the Issuer ("OHI Lender"), OHI ASSET (PA) TRUST, a Maryland business trust and wholly owned subsidiary of the Issuer ("OHI Trust", and together with OHI New Philadelphia and OHI Lender, the "Acquired Subs") and U.S. BANK NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States of America, as trustee (the "Trustee").
