Exhibit (b)(1) CONFORMED COPY abcdefg Project Barista (pound)59,000,000 Senior Credit Agreement Barclays Leveraged Finance as Mandated Lead Arranger Barclays Bank PLC as Facility Agent Barclays Bank PLC as Security Agent relating to the acquisition of...Credit Agreement • August 7th, 2002 • Delta I Acquisition Inc • Operators of nonresidential buildings • Maryland
PAGE ---- ARTICLE I DEFINITIONS................................................ ...............................2 Section 1.1 Defined Terms..................... .....................................................2 Section 1.2 Additional Defined...Agreement and Plan of Merger • August 7th, 2002 • Delta I Acquisition Inc • Operators of nonresidential buildings • Delaware
BETWEEN EACH OFSecurity and Pledge Agreement • August 7th, 2002 • Delta I Acquisition Inc • Operators of nonresidential buildings • New York
RECITALS:Share Pledge Agreement • August 7th, 2002 • Delta I Acquisition Inc • Operators of nonresidential buildings • New York
Exhibit (d)(2) Execution Copy TENDER AND OPTION AGREEMENT AND IRREVOCABLE PROXY BY AND AMONG FOUR SEASONS HEALTH CARE LIMITED, DELTA I ACQUISITION, INC., OMEGA WORLDWIDE, INC. AND Dated as of August 1, 2002 TABLE OF CONTENTSTender and Option Agreement • August 7th, 2002 • Delta I Acquisition Inc • Operators of nonresidential buildings • Delaware
Exhibit (d)(4) OPTION AGREEMENT (this "Agreement"), dated as of August 1, 2002, between OMEGA WORLDWIDE, INC., a Maryland corporation ("Omega"), and FOUR SEASONS HEALTH CARE LIMITED, a private limited company organized under the laws of England and...Option Agreement • August 7th, 2002 • Delta I Acquisition Inc • Operators of nonresidential buildings • Maryland
Exhibit (d)(3) [Execution Copy] STOCK PURCHASE AGREEMENT Dated as of August 1, 2002 By and Among FOUR SEASONS HEALTH CARE LIMITED DELTA I ACQUISITION, INC. and OMEGA HEALTHCARE INVESTORS, INC. TABLE OF CONTENTSStock Purchase Agreement • August 7th, 2002 • Delta I Acquisition Inc • Operators of nonresidential buildings • Delaware
