SECOND SUPPLEMENTAL INDENTURE
THIS SECOND
SUPPLEMENTAL INDENTURE (the " Second Supplemental
Indenture ") is dated as of November 5, 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
(OH) NEW PHILADELPHIA, LLC, a Delaware limited liability company
and wholly owned subsidiary of the Issuer (" OHI New
Philadelphia "), OHI ASSET (OH) LENDER, LLC, a Delaware limited
liability company and wholly owned subsidiary of the Issuer ("
OHI Lender "), OHI ASSET (PA) TRUST, a Maryland business
trust and wholly owned subsidiary of the Issuer (" OHI Trust
", and together with OHI New Philadelphia and OHI Lender, the "
Acquired Subs ") 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
").
W I T N E S S E T H :
WHEREAS , the Issuer and the Subsidiary Guarantors
have heretofore executed and delivered to the Trustee an Indenture,
dated as of March 22, 2004 (as amended by the First Supplemental
Indenture dated July 20, 2004, the " Indenture "), providing
for the issuance of the Issuer’s 7% Senior Notes due 2014
(the " Notes ");
WHEREAS , Section 9.01 of the Indenture authorizes
the Issuer, the Subsidiary Guarantors and the Trustee, together, to
amend or supplement the Indenture, without notice to or consent of
any Holder of the Notes, in order to make any change that would not
materially adversely affect the rights of any Holder of the
Notes;
WHEREAS , the Issuer has recently created or
acquired, as appropriate, the Acquired Subs;
WHEREAS , in Section 1.01 of the Indenture the
term "Subsidiary Guarantor" is defined to include all Persons that
become a Subsidiary Guarantor by the terms of the Indenture after
the Closing Date;
WHEREAS , Section 10.01 of the Indenture provides
that each Subsidiary Guarantor shall be a guarantor of the
Issuer’s obligations under the Notes, subject to the terms
and conditions described in the Indenture;
WHEREAS , Section 4.03 of the Indenture provides
that the Issuer shall not be required to maintain the existence of
any Restricted Subsidiary if the preservation thereof is no longer
desirable in the conduct of the business of the Issuer and its
Restricted Subsidiaries, taken as a whole, and the loss thereof is
not adverse in any material respect to the Holders of the
Notes;
WHEREAS , Care
Holdings, Inc. (" Care Holdings "), a Restricted Subsidiary
under the Indenture, is an entity that currently has no holdings or
property owned, and did not have any holdings or properties owned
as of the date of the execution and delivery of the Indenture, and
was dissolved under the laws of the State of Maryland, effective as
of June 1, 2004;
NOW,
THEREFORE , in consideration of the foregoing and for
other good and valuable consideration, the receipt of which is
hereby acknowledged, the Issuer, the Subsidiary Guarantors, the
Acquired Subs and the Trustee mutually covenant and agree for the
equal and ratable benefit of the Holders of the Notes as
follows:
1. CAPITALIZED
TERMS. Capitalized terms used herein without definition shall have
the meanings assigned to them in the Indenture.
2. RELEASE OF
CARE HOLDINGS. Care Holdings is hereby released as a Subsidiary
Guarantor under the Indenture as a result of the dissolution
thereof.
3. AGREEMENT
TO GUARANTEE. The Acquired Subs hereby agree, jointly and severally
with all other Subsidiary Guarantors, to guarantee the
Issuer’s obligations under the Notes on the terms a
