LOAN AGREEMENT AMONG GENERAL ELECTRIC CAPITAL CORPORATION as Agent and a Lender AND THE OTHER FINANCIAL INSTITUTIONS WHO ARE OR HEREAFTER BECOME PARTIES TO THIS AGREEMENT as Lenders AND OMEGA ACQUISITION FACILITY I, LLC as Initial Borrower AND THE...Loan Agreement • February 10th, 2004 • Omega Healthcare Investors Inc • Real estate investment trusts • Illinois
THIS LOAN AGREEMENT (this "Agreement") is dated as of the 31st day of December, 2003 by and among OMEGA ACQUISITION FACILITY I, LLC, a Delaware limited liability company ("Initial Borrower") and each other entity that is or, by joinder, hereafter becomes a party to this Agreement as a Borrower (each, including Initial Borrower, a "Borrower" and, collectively, "Borrowers"), (b) the financial institutions who are or hereafter become parties to this Agreement as Lenders, and (c) GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation (in its individual capacity, "GECC"), as Agent and a Lender.
PURCHASE AGREEMENTPurchase Agreement • February 10th, 2004 • Omega Healthcare Investors Inc • Real estate investment trusts • New York
This Purchase Agreement (this "Agreement"), dated as of February 5, 2004, is by and among Omega Healthcare Investors, Inc., a Maryland corporation (the "Company"), each Purchaser listed under the heading "Direct Purchasers" on Schedule A (each, a "Direct Purchaser"), each Investment Adviser listed under the heading "Investment Advisers" on the signature pages hereto (each, an "Investment Adviser") who are entering into this Agreement on behalf of themselves (as to paragraph 5 of this Agreement) and those Purchasers which are a fund or individual or other investment advisory client of such Investment Adviser listed under their respective names on Schedule B (each, a "Client"), and each Broker-Dealer listed on Schedule C (each, a "Broker-Dealer") which is entering into this Agreement on behalf of itself (as to paragraph 6 of this Agreement) and those Purchasers which are customers for which it has power of attorney to sign listed under their respective names on Schedule C (each, a "Custo
QuickLinks -- Click here to rapidly navigate through this documentOmega Healthcare Investors Inc • February 10th, 2004 • Real estate investment trusts • New York
This letter (the "Agreement") confirms our agreement to retain Cohen & Steers Capital Advisors, LLC (the "Placement Agent") as our exclusive agent for a period commencing on the date of this letter and terminating on February 20, 2004, unless extended by the parties, to introduce Omega Healthcare Investors, Inc., a Maryland corporation (the "Company"), to certain investors as prospective purchasers (the "Offer") of up to 4,800,000 shares of the Company's 8.375% Series D Cumulative Redeemable Preferred Shares, par value $1.00 per share (the "Securities") (assuming the maximum number of Securities is issued and sold). The engagement described herein (i) may be terminated by the Company at any time prior to the Closing (as defined below) and (ii) shall be in accordance with applicable laws and pursuant to the following procedures and terms and conditions:
GUARANTYOmega Healthcare Investors Inc • February 10th, 2004 • Real estate investment trusts • Illinois
THIS GUARANTY (this "Guaranty"), dated as of the 31st day of December, 2003, is made by OMEGA HEALTHCARE INVESTORS, INC., a Maryland corporation ("Guarantor"), for the benefit of GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation, in its capacity as Agent for the Lenders (as Agent and Lenders are defined in the Loan Agreement as defined below).
OWNERSHIP PLEDGE, ASSIGNMENT AND SECURITY AGREEMENTAssignment and Security Agreement • February 10th, 2004 • Omega Healthcare Investors Inc • Real estate investment trusts • Illinois
THIS OWNERSHIP PLEDGE, ASSIGNMENT AND SECURITY AGREEMENT (this "Agreement") is made as of December 31, 2003, by OMEGA HEALTHCARE INVESTORS, INC., a Maryland corporation (the "Pledgor"), in favor of GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation, in its capacity as Agent for the Lenders (as Agent and Lenders are defined in the Loan Agreement defined below).
