0000888491-11-000015 Sample Contracts

THIRD AMENDED AND RESTATED MASTER LEASE AGREEMENT Among THE LESSOR ENTITIES IDENTIFIED ON THE SIGNATURE PAGE HEREOF THE LESSEE ENTITIES IDENTIFIED ON THE SIGNATURE PAGE HEREOF AND THE GUARANTOR ENTITIES IDENTIFIED ON THE SIGNATURE PAGE HEREOF Dated As...
Master Lease Agreement • February 28th, 2011 • Omega Healthcare Investors Inc • Real estate investment trusts • Maryland

THIS THIRD AMENDED AND RESTATED MASTER LEASE AGREEMENT (this “Master Lease”), is made and entered into on this 4th day of November, 2010 to be effective as of the Amended Lease Release Date by and among the lessor entities identified on the signature page hereof (collectively, the “Lessor,” and where the context requires, each, a “Lessor”), and the lessee entities listed on the signature page hereof (collectively, jointly and severally, the “Lessee,” and where the context requires, each, a “Lessee”).

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FIRST SUPPLEMENTAL INDENTURE (Senior Notes due 2020)
Supplemental Indenture • February 28th, 2011 • Omega Healthcare Investors Inc • Real estate investment trusts • New York

THIS FIRST SUPPLEMENTAL INDENTURE (this “First Supplemental Indenture”) is dated as of June 23, 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”), each of the NEW SUBSIDIARIES listed on Schedule II hereto (collectively, the “New Subsidiaries”), 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”).

SECOND AMENDMENT TO LOAN AGREEMENT (Maryland Acquisition Loan) BETWEEN OHI ASSET III (PA) TRUST, as Lender and BEL PRE LEASING CO., LLC RIDGE (MD) LEASING CO, LLC MARLBORO LEASING CO., LLC FAYETTE LEASING CO., LLC LIBERTY LEASING CO., LLC HOWARD...
Loan Agreement • February 28th, 2011 • Omega Healthcare Investors Inc • Real estate investment trusts

This Second Amendment to Loan Agreement (“Second Amendment”) is dated as of November 3, 2009, and is by and among OHI ASSET III (PA) TRUST, a Maryland business trust (“Lender”), and BEL PRE LEASING CO., LLC, an Ohio limited liability company, RIDGE (MD) LEASING CO., LLC, an Ohio limited liability company, MARLBORO LEASING CO., LLC, an Ohio limited liability company, FAYETTE LEASING CO., LLC, an Ohio limited liability company, LIBERTY LEASING CO., LLC, an Ohio limited liability company, HOWARD LEASING CO., LLC, an Ohio limited liability company, PALL MALL LEASING CO., LLC, an Ohio limited liability company, WASHINGTON (MD) LEASING CO., LLC, an Ohio limited liability company, and MARYLAND NH ASSET, LLC, an Ohio limited liability company (each a “Borrower”, and collectively, as the “Borrowers”) and OMG RE HOLDINGS, LLC, an Ohio limited liability company (“RE Holdings”), OMG RE LEASING CO, LLC, an Ohio limited liability company (“RE Leasing”), and OMG ASSET OWNERSHIP, LLC, an Ohio limited

FOURTH AMENDMENT TO SECOND CONSOLIDATED AMENDED AND RESTATED MASTER LEASE Multiple Facilities
Master Lease • February 28th, 2011 • Omega Healthcare Investors Inc • Real estate investment trusts

THIS FOURTH AMENDMENT TO SECOND CONSOLIDATED AMENDED AND RESTATED MASTER LEASE (“Lease”) is executed and delivered as of this 1st day of October, 2010 and is entered into by OHI ASSET III (PA) TRUST, a Maryland business trust (“Lessor”), the successor by merger to OHI Asset II (OH), LLC, a Delaware limited liability company, and Ohio Lessor – Waterford & Crestwood, Inc., a Maryland corporation, the address of which is 200 International Circle, Suite 3500, Hunt Valley, MD 21030, OMG MSTR LSCO, LLC, an Ohio limited liability company (“Lessee One”), the successor by merger to CSC MSTR LSCO, LLC, and OMG LS LEASING CO., LLC, an Ohio limited liability company (“Lessee Two”, and collectively with Lessee One, “Lessee”), the address of which is 4700 Ashwood Drive, Suite 200, Cincinnati, OH 45241.

FIFTH AMENDMENT TO SECOND CONSOLIDATED AMENDED AND RESTATED MASTER LEASE Multiple Facilities
Master Lease • February 28th, 2011 • Omega Healthcare Investors Inc • Real estate investment trusts

THIS FIFTH AMENDMENT TO SECOND CONSOLIDATED AMENDED AND RESTATED MASTER LEASE (“Lease”) is executed and delivered as of this 31st day of December, 2010 and is entered into by OHI ASSET III (PA) TRUST, a Maryland business trust (“Lessor”), the successor by merger to OHI Asset II (OH), LLC, a Delaware limited liability company, and Ohio Lessor – Waterford & Crestwood, Inc., a Maryland corporation, the address of which is 200 International Circle, Suite 3500, Hunt Valley, MD 21030, OMG MSTR LSCO, LLC, an Ohio limited liability company (“Lessee One”), the successor by merger to CSC MSTR LSCO, LLC, and OMG LS LEASING CO., LLC, an Ohio limited liability company (“Lessee Two”, and collectively with Lessee One, “Lessee”), the address of which is 4700 Ashwood Drive, Suite 200, Cincinnati, OH 45241.

FIRST SUPPLEMENTAL INDENTURE (Senior Notes due 2022)
First Supplemental Indenture • February 28th, 2011 • Omega Healthcare Investors Inc • Real estate investment trusts • New York

THIS FIRST SUPPLEMENTAL INDENTURE (this “First Supplemental Indenture”) is dated as of January 13, 2011, among OMEGA HEALTHCARE INVESTORS, INC., a Maryland corporation (the “Issuer”), each of the SUBSIDIARY GUARANTORS listed on Schedule I hereto (collectively, the “Subsidiary Guarantors”), OHI Asset (FL) Lender, LLC, a Delaware limited liability company (the “New Subsidiary”), 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”).

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