0001188112-13-000515 Sample Contracts

PERFORMANCE RESTRICTED STOCK UNIT AGREEMENT PURSUANT TO THE OMEGA HEALTHCARE INVESTORS, INC. 2004 STOCK INCENTIVE PLAN
Performance Restricted Stock Unit Agreement • February 28th, 2013 • Omega Healthcare Investors Inc • Real estate investment trusts • Maryland
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THIRD SUPPLEMENTAL INDENTURE (Senior Notes due 2022)
Third Supplemental Indenture • February 28th, 2013 • Omega Healthcare Investors Inc • Real estate investment trusts • New York

THIS THIRD SUPPLEMENTAL INDENTURE (this “Third Supplemental Indenture”) is dated as of July 2, 2012, 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 HUD SF, LLC, OHI Asset (IN) Greensburg, LLC, OHI Asset (IN) Indianapolis, LLC, OHI Asset (IN) Wabash, LLC and OHI Asset (IN) Westfield, LLC, each a Delaware limited liability company (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”).

FIRST SUPPLEMENTAL INDENTURE (Senior Notes due 2024)
First Supplemental Indenture • February 28th, 2013 • Omega Healthcare Investors Inc • Real estate investment trusts • New York

THIS FIRST SUPPLEMENTAL INDENTURE (this “First Supplemental Indenture”) is dated as of July 2, 2012, 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 HUD SF, LLC, OHI Asset (IN) Greensburg, LLC, OHI Asset (IN) Indianapolis, LLC, OHI Asset (IN) Wabash, LLC and OHI Asset (IN) Westfield, LLC, each a Delaware limited liability company (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”).

Contract
Bonus Agreement • February 28th, 2013 • Omega Healthcare Investors Inc • Real estate investment trusts • Maryland

THIS 2012 BONUS PAYOUT AND TRUE-UP AGREEMENT (this “Agreement”) is made as of ___________, 2012, by and between Omega Healthcare Investors, Inc. (the “Company”) and ___________ (the “Officer”).

FIFTH SUPPLEMENTAL INDENTURE (Senior Notes due 2020)
Fifth Supplemental Indenture • February 28th, 2013 • Omega Healthcare Investors Inc • Real estate investment trusts • New York

THIS FIFTH SUPPLEMENTAL INDENTURE (this “Fifth Supplemental Indenture”) is dated as of July 2, 2012, 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 HUD SF, LLC, OHI Asset (IN) Greensburg, LLC, OHI Asset (IN) Indianapolis, LLC, OHI Asset (IN) Wabash, LLC and OHI Asset (IN) Westfield, LLC, each a Delaware limited liability company (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”).

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