REGISTRATION RIGHTS AGREEMENT Dated as of November 23, 2010 Among OMEGA HEALTHCARE INVESTORS, INC. and THE GUARANTORS NAMED HEREIN as Issuers, andRegistration Rights Agreement • November 23rd, 2010 • 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 November 9, 2010 (the “Purchase Agreement”), which provides for, among other things, the sale by the Company to the Initial Purchasers of $350,000,000 aggregate principal amount of the Company’s 6.75% Senior Notes due 2022 (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.
NINTH SUPPLEMENTAL INDENTURE (Senior Notes due 2014)Ninth Supplemental Indenture • November 23rd, 2010 • Omega Healthcare Investors Inc • Real estate investment trusts • New York
THIS NINTH SUPPLEMENTAL INDENTURE (this “Ninth Supplemental Indenture”), is dated as of November 22, 2010, among OMEGA HEALTHCARE INVESTORS, INC., a Maryland corporation (the “Issuer”), each of the SUBSIDIARY GUARANTORS listed on Schedule I hereto (collectively, the “Subsidiary Guarantors”), 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”).
