0001047469-04-024261 Sample Contracts

LIMITED LIABILITY COMPANY AGREEMENT OF
Limited Liability Company Agreement • July 26th, 2004 • Texas Lessor - Stonegate Limited, Inc. • Real estate investment trusts • Delaware

This Limited Liability Company Agreement (the "Agreement") of (the "Company"), is entered into by Omega Healthcare Investors, Inc., a Maryland corporation (the "Member"), as the sole member of the Company. As used in this Agreement, "Act" means the Delaware Limited Liability Company Act, as the same may be amended from time to time.

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OPERATING AGREEMENT OF
Operating Agreement • July 26th, 2004 • Texas Lessor - Stonegate Limited, Inc. • Real estate investment trusts

THIS OPERATING AGREEMENT is executed this first day of October, 1997, by OMEGA HEALTHCARE INVESTORS, INC., a Maryland corporation ("OHI").

FIRST SUPPLEMENTAL INDENTURE
Supplemental Indenture • July 26th, 2004 • Texas Lessor - Stonegate Limited, Inc. • Real estate investment trusts • New York

THIS FIRST SUPPLEMENTAL INDENTURE (the "First Supplemental Indenture") is dated as of July 20, 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 II (TX), LLC, a Delaware limited liability company and wholly owned subsidiary of the Issuer (the "Texas Sub"), 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").

AGREEMENT OF LIMITED PARTNERSHIP FOR TEXAS LESSOR—STONEGATE, LP
Limited Partnership Agreement • July 26th, 2004 • Texas Lessor - Stonegate Limited, Inc. • Real estate investment trusts • Maryland

This AGREEMENT OF LIMITED PARTNERSHIP of TEXAS LESSOR STONEGATE, LP (this "Agreement") is made and entered into on this day of , 2002.

FIRST AMENDMENT TO OPERATING AGREEMENT
Operating Agreement • July 26th, 2004 • Texas Lessor - Stonegate Limited, Inc. • Real estate investment trusts • Kentucky

This First Amendment to Operating Agreement (this "Amendment,") is made and entered into as of February 20, 2002 by Omega Healthcare Investors, Inc., a Maryland corporation (the "Member").

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