SECOND AMENDMENT TO SECOND AMENDED AND RESTATED MASTER LEASE AGREEMENT

THIS SECOND AMENDMENT TO SECOND AMENDED AND RESTATED MASTER LEASE AGREEMENT (this “ Master Lease ”), is made and entered into on this 26 ^th day of February, 2009 (the “ Effective Date ”) by and among the lessor entities identified on the signature page hereof (collectively, the “ Lessor ,” and where the context requires, each, a “ Lessor ”), the lessee entities listed on the signature page hereof (collectively, jointly and severally, the “ Lessee ,” and where the context requires, each, a “ Lessee ”), OMEGA HEALTHCARE INVESTORS, INC., a Maryland corporation (“ Omega ”), and the guarantor entities identified on the signature page hereof (each a “ Guarantor ” and collectively, the “ Guarantors ”).

The circumstances underlying the execution of this Master Lease are as follows:

A.   Lessor, as landlord, and Lessee, as lessee, are parties to that certain Second Amended and Restated Master Lease dated as of February 1, 2008 (the “Second Amended Lease”), as amended by First Amendment to Second Amended and Restated Master Lease dated August 26, 2008 (the “ First Amendment ” and together with the Second Amended Lease, the “ Existing Lease ”), pursuant to which Lessee leases forty (40) facilities from Lessor.  All terms used in this Amendment and not defined herein shall have the meanings assigned to them in the Existing Lease.

B.   Lessor and Lessee desire to amend the Existing Master Lease to modify the terms agreed upon in the First Amendment with respect to certain capital improvements to the Facilities.

NOW, THEREFORE, in consideration of the foregoing and other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1.   Definitions .

(a)           Any capitalized term used but not defined in this Amendment will have the meaning assigned to such term in the Existing Lease.

(b)           In addition to the other definitions contained herein, when used in this Amendment the following terms shall have the following meanings and to the extent that any of the following definitions are also contained in the First Amendment, the definition set forth below shall be deemed to amend and supersede the same in its entirety:

Accrued Financing Costs : is defined in Section 6 of the First Amendment, as supplemented by Section 2 of this Amendment.

Additional Project Rent : means, with respect to each Approved Project or Structural Project, an amount equal to (A) the Funded Amount for such Approved Project or Structural Project multiplied by (B) ten percent (10.00%).

Additional Rent Commencement Date : means, (A) for each Approved Project, the earlier to occur of (i) the Substantial Completion Date or (ii) the first day of the fifteenth (15 ^th ) month following the Approved Project Start Date for such Approved Project and (B) for each Structural Project, the earlier to occur of (i) the Substantial Completion Date, (ii) the Target Completion Date, (iii) an Event of Default, (iv) the date that Lessor and Lessee agree to stop work on a Structural Project, or (v) a default by Lessee in its obligations under the Project Management Agreement which is not cured within any cure period provided for therein.

Approved Structural Project Documents: has the meaning set forth in Section 2(b).

Funded Amount : means, with respect to each Approved Project or Structural Project, the aggregate funds expended by Lessor and all Accrued Financing Costs on such Approved Project or Structural Project, and with respect to all Approved Projects and Structural Projects, the aggregate funds expended by Lessor and all Accrued Financing Costs on all Approved Projects and Structural Projects.

Maximum Funded Amount : means the aggregate maximum amount which Lessor has agreed to make available to Lessee to cover the Actual Cost of all of the Approved Projects and which Lessor may elect to invest in the Structural Projects, to wit, Twenty Five Million and no/100 Dollars ($25,000,000).

Project Costs : means all costs and fees paid or accrued in connection with an Approved Project or Structural Project.

Project Management Agreement : has the meaning set forth in Section 2(d).

Proposed Structural Project Budget : has the meaning set forth in Section 2(b).

Proposed Structural Project Description : has the meaning set forth in Section 2(b).

Proposed Structural Project Rent Adjustment : has the meaning set forth in Section 2(b).

Proposed Structural Project Timeline : has the meaning set forth in Section 2(b).

Structural Project : means any project at an Eligible Facility which modifies the footprint of the Eligible Facility or involves a modification to any structural component of the Eligible Facility, such as the roof, foundation or exterior walls.

Target Completion Date : means the date that is identified as the anticipated Substantial Completion Date in the Project Description contemplated by Section 2(b) of this Amendment.

(c)           From and after the date of this Amendment, each reference to the Existing Lease, means the Existing Lease as modified by this Amendment.

2.   Landlord Sponsored Projects .

(a)            Structural Projects . In addition to the Proposed Projects which Lessee is permitted to submit to Lessor under the terms of the Existing Lease, Lessor shall have the right at any time prior to December 31, 2009 to undertake, at its sole cost and expense, Structural Projects at the Eligible Facilities.  In the event Lessor elects to undertake a Structural Project the provisions of this Section 2 shall govern such Structural Project.

(b)            Project Description . Lessor shall submit to Lessee, for Lessee’s review and approval, which approval shall not be unreasonably withheld, a reasonably detailed description of the Structural Project (the “ Proposed Project Description ”), along with a proposed timeline for completion of the Structural Project, which timeline shall include the anticipated Substantial Completion Date (the “ Proposed Structural Project Timeline ”), a proposed budget with respect thereto (the “ Proposed Structural Project Budget ”) and Lessor’s estimate of the adjustment to the Base Rent, which adjustment shall be calculated in accordance with the terms of the Existing Lease, that is reasonably likely to occur upon completion of the construction thereof (the “ Proposed Structural Project Rent Adjustment ”). Lessor shall not commence the proposed Structural Project until each of the Proposed Structural Project Description, the Proposed Structural Project Timeline, the Proposed Structural Project Budget and the Proposed Structural Project Rent Adjustment have been approved by Lessee and once approved by Lessee such document shall be collectively referred to herein as the “ Approved Structural Project Documents .”  Lessor and Lessee acknowledge and agree that the actual adjustment to Base Rent shall be calculated based upon the actual funds expended by Lessor, and not on the Proposed Structural Project Budget or on the Approved Structural Project Documents. Lessee acknowledges and agrees that the Proposed Structural Project Budget shall include (i) all reasonable costs incurred by Lessor in connection with the Structural Project, including, but not limited to, Lessor’s reasonable legal counsel and due diligence costs, title insurance, survey, UCC searches and filing fees, if any, shall, and the fees of Lessor’s Architect and (ii) Lessor’s financing costs related to the funds used to pay for the Structural Project. In furtherance of the foregoing, during the period from the Structural Project Start Date until the applicable Additional Rent Commencement Date, financing costs on the portion of any Funded Amount actually advanced for such Structural Project shall accrue at the rate of ten percent (10%) per annum (such costs to be included within the definition of the “ Accrued Financing Costs ”).  Lessee acknowledges and agrees that the failure on the part of Lessor to include any cost in the Proposed Structural Project Budget or in the Approved Structural Project Documents, or to accurately estimate the amount of any such cost, shall not preclude Lessor from including the full amount of such cost in the Funded Amount.  In the month such financing costs accrue, such financing costs shall be deemed to have been advanced as part of the Funded Amount for all purposes under this Amendment; provided, however, in calculating the Additional Project Rent there shall be no compounding of the Accrued Financing Costs.

(c)            General Contractor . Lessor’s obligation to undertake the Structural Project shall be specifically conditioned on Lessor entering in