REGISTRATION RIGHTS AGREEMENT Dated as of March 22, 2004 Among OMEGA HEALTHCARE INVESTORS, INC. and THE GUARANTORS NAMED HEREIN as Issuers, and DEUTSCHE BANK SECURITIES INC., UBS SECURITIES LLC, AND BANC OF AMERICA SECURITIES LLC as Initial Purchasers...Registration Rights Agreement • March 26th, 2004 • 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 March 15, 2004 (the “Purchase Agreement”), which provides for, among other things, the sale by the Company to the Initial Purchasers of $200,000,000 aggregate principal amount of the Company’s 7% Senior Notes due 2014 (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.
CREDIT AGREEMENT Dated as of March 22, 2004 among OHI ASSET, LLC OHI ASSET (ID), LLC OHI ASSET (LA), LLC OHI ASSET (TX), LLC OHI ASSET (CA), LLC DELTA INVESTORS I, LLC DELTA INVESTORS II, LLC as Borrowers, THE LENDERS PARTY HERETO, BANK OF AMERICA,...Credit Agreement • March 26th, 2004 • Omega Healthcare Investors Inc • Real estate investment trusts • New York
This CREDIT AGREEMENT (as amended, modified, restated or supplemented from time to time, this “Credit Agreement” or this “Agreement”) is entered into as of March 22, 2004 by and among OHI ASSET, LLC, a Delaware limited liability company, OHI ASSET (ID), LLC, a Delaware limited liability company, OHI ASSET (LA), LLC, a Delaware limited liability company, OHI ASSET (TX), LLC, a Delaware limited liability company, OHI ASSET (CA), LLC, a Delaware limited liability company, DELTA INVESTORS I, LLC, a Maryland limited liability company, DELTA INVESTORS II, LLC, a Maryland limited liability company (each of the foregoing entities and each of the entities from time to time executing a Joinder Agreement pursuant to Section 6.15 hereof shall be hereinafter referred to individually as a “Borrower” and collectively as the “Borrowers”), the Lenders (as defined herein), and BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer (each, as defined herein).
OMEGA HEALTHCARE INVESTORS, INC. 7% Senior Notes due 2014 PURCHASE AGREEMENTPurchase Agreement • March 26th, 2004 • Omega Healthcare Investors Inc • Real estate investment trusts • New York
Omega Healthcare Investors, Inc., a Maryland corporation (the “Company”), and the Company’s subsidiaries listed on the signature pages hereto (the “Subsidiary Guarantors”), hereby confirm their agreement with you (the “Initial Purchasers”), as set forth below.
OMEGA HEALTHCARE INVESTORS, INC. as Issuer, the SUBSIDIARY GUARANTORS named herein, as Subsidiary Guarantors, and U.S. BANK NATIONAL ASSOCIATION, as Trustee INDENTURE Dated as of March 22, 2004 7% Senior Notes due 2014Indenture • March 26th, 2004 • Omega Healthcare Investors Inc • Real estate investment trusts • New York
INDENTURE dated as of March 22, 2004 among Omega Healthcare Investors, Inc., a Maryland corporation (the “Issuer”), and each of the Subsidiary Guarantors named herein, as 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”).
GUARANTYGuaranty • March 26th, 2004 • Omega Healthcare Investors Inc • Real estate investment trusts
THIS GUARANTY (this “Guaranty”), dated as of March 22, 2004, is given by Omega Healthcare Investors, Inc., a Maryland corporation (the “Parent”) and each of the subsidiary guarantors identified as a “Subsidiary Guarantor” on the signature pages hereto and from time to time joined as a Guarantor hereunder (the Subsidiary Guarantors, together with the Parent, shall be collectively referred to herein as the “Guarantors” or, individually, as a “Guarantor”), in favor of BANK OF AMERICA, N.A., in its capacity as administrative agent (in such capacity, the “Administrative Agent”) for the Lenders under the Credit Agreement, dated as of March 22, 2004 (as amended and modified, the “Credit Agreement”) among OHI Asset, LLC, a Delaware limited liability company, OHI Asset (ID), LLC, a Delaware limited liability company, OHI Asset (LA), LLC, a Delaware limited liability company, OHI Asset (TX) LLC, a Delaware limited liability company, OHI Asset (CA) LLC, a Delaware limited liability company, Delta
SECURITY AGREEMENTSecurity Agreement • March 26th, 2004 • Omega Healthcare Investors Inc • Real estate investment trusts • New York
THIS SECURITY AGREEMENT, dated as of March 22, 2004 (this “Security Agreement”), is made by the signatories from time to time party hereto (each, an “Obligor” and, collectively, the “Obligors”) in favor of Bank of America, N.A., in its capacity as Administrative Agent (in such capacity, the “Administrative Agent”) for the Lenders (as defined in the Credit Agreement described below).
