Contract of Sale


     

     

     

      
        

      

    

     

    

      CONTRACT
        OF SALE

       

      


       

      BETWEEN

       

      


       

      THE
        ENTITIES LISTED ON EXHIBIT A HERETO

       

      


       

      AND

       

      


       

      THE
        ENTITIES LISTED ON EXHIBIT B HERETO

       

      


       

      


       

      


       

      


       

      DATED
        AS OF MAY 5, 2006

       

      


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      CONTRACT
        OF SALE

       

      THIS
        CONTRACT OF SALE
        (this
        "Agreement"), dated as of May 5, 2006, is between THE ENTITIES
        LISTED ON EXHIBIT A HERETO
        (collectively, "Sellers") and THE
        ENTITIES LISTED
        ON EXHIBIT B HERETO
        (collectively, "Buyers").

       

      1.  Sale
        and Purchase of Properties.

       

      1.1.  Subject
        to the conditions and upon the terms of this Agreement, Sellers shall sell
        and
        transfer to Buyers, and Buyers shall purchase from Sellers, Sellers' rights,
        title and interests in and to all of the Real Estate, Buildings and Personalty
        constituting the Facilities described on Exhibit
        C
        hereto
        (individually, a "Property" and, collectively, the "Properties").

       

      1.2.  For
        purposes of this Agreement, the following capitalized terms have the following
        meanings:

       

      1.2.1.  "Agreement"
        as defined in the first paragraph hereof and including all Exhibits and
        Schedules attached hereto and made a part hereof.

       

      1.2.2.  "Bills
        of
        Sale" means, collectively, the Bills of Sale, each dated as of the Closing
        Date,
        to be provided from Sellers to Buyers, transferring the Personalty from Sellers
        to Buyers.

       

      1.2.3.  "Buildings"
        as defined in Section 1.2.54 hereof.

       

      1.2.4.  "Buyers"
        as defined in the first paragraph hereof.

       

      1.2.5.  "Buyers
        Indemnified Parties" as defined in Section 15.1 hereof.

       

      1.2.6.  "Buyers'
        Knowledge" means the actual knowledge of C. Taylor Pickett and Daniel J.
        Booth.

       

      1.2.7.  "Buyers
        Transaction Documents" means, collectively, this Agreement, the Bills of
        Sale,
        the Peak Assignment Agreement, the Peak Guaranty Assignment, the L/C Agreement,
        and all other documents and agreements now or hereafter to be executed and
        delivered by Buyers pursuant to this Agreement. 

       

      1.2.8.  "Claims"
        as defined in Section 15.1 hereof.

       

      1.2.9.  "Closing"
        as defined in Section 9.1.1 hereof.

       

      1.2.10.  "Closing
        Date" as defined in Section 9.1.1 hereof.

       

      1.2.11.  "Commitments"
        as defined in Section 7.3.1 hereof.

       

      1.2.12.  "Deeds"
        means, collectively, the special warranty deeds or the equivalent versions
        of
        special warranty deeds as may be utilized under applicable 

      
        
          
          

        

        
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          state law for any Properties, each dated as of the Closing Date, to be
          provided
          from Sellers to Buyers, transferring the Real Estate from Sellers to
          Buyers.

      

       

      1.2.13.  "Environmental
        Claim" means the violation or alleged violation of an Environmental Law or
        the
        existence, presence or Release of any Hazardous Substances in connection
        with or
        based on any occurrence, event or condition at or relating to the use,
        possession, operation or management of the Properties.

       

      1.2.14.  "Environmental
        Laws" means the rules and regulations of the Environmental Protection Agency
        and
        all applicable rules and regulations of federal, state and local laws, including
        statutes, regulations, ordinances, codes, rules, as amended, relating to
        the
        discharge of air pollutants, water pollutants or process waste water or
        Hazardous Substances or toxic substances including, but not limited to, the
        Federal Toxic Substances Act, the Federal Solid Waste Disposal Act, the Federal
        Clean Air Act, the Federal Clean Water Act, the Federal Resource Conservation
        and Recovery Act of 1976, the Federal Comprehensive Environmental Response,
        Compensation and Liability Act of 1980, each as amended, regulations of the
        Environmental Protection Agency, regulations of the Nuclear Regulatory Agency,
        and regulations of any state department of natural resources or state
        environmental protection agency in effect at the Closing.

       

      1.2.15.  "Facility"
        or "Facilities" means the skilled nursing facilities and independent living
        facility listed as Facilities on Exhibit
        C
        hereto.

       

      1.2.16.  "Government
        Entity" means the United States of America or any state or other political
        subdivision thereof, or any entity exercising executive, legislative, judicial,
        regulatory or administrative functions of government.

       

      1.2.17.  "Guarantors"
        means, collectively, each Guarantor as defined in the Member
        Guarantees.

       

      1.2.18.  "Hazardous
        Substances" means any wastes, substances, or materials (whether solids, liquids
        or gases) that are deemed hazardous, toxic, pollutants or contaminants,
        including without limitation, substances defined as "hazardous wastes,"
        "hazardous substances," "toxic substances," "radioactive materials," or other
        similar designations in, or otherwise subject to regulation under, any
        Environmental Laws. "Hazardous Substances" includes polychlorinated biphenyls
        (PCBs), asbestos, lead-based paints, infectious wastes, radioactive materials
        and wastes and petroleum and petroleum products.

       

      1.2.19.  "HQM"
        means Home Quality Management, Inc.

       

      1.2.20.  "HQM
        Master Lease" means the Master Lease Agreement, dated as of October 31, 2002,
        between LIC and the affiliate Tenants of HQM described as Tenant
        therein.

       

      
        
          
          

        

        
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      1.2.21.  "HQM-Omega
        Master Lease" means the Amended and Restated Master Lease, dated as of the
        Closing Date, between NRS and the affiliate Tenants of HQM.

       

      1.2.22.  "HQM
        Option Agreement" means the Purchase Option Agreement, dated as of October
        31,
        2002, between LIC and the affiliate Tenants of HQM described as Buyer
        therein.

       

      1.2.23.  "HQM
        Termination Agreement" means the Termination Agreement, dated as of the Closing
        Date, between LIC and the affiliate Tenants of HQM.

       

      1.2.24.  "Inspection
        Period" as defined in Section 8.1.3(a) hereof.

       

      1.2.25.  "Land"
        as
        defined in Section 1.2.54.

       

      1.2.26.  "L/C
        Agreement" means the Letter of Credit Agreement, dated as of the Closing
        Date,
        between Sellers and Buyers.

       

      1.2.27.  "Letter
        of Credit" means the Letter of Credit, as defined in the L/C Agreement, in
        the
        amount of Three Million Dollars ($3,000,000), caused to be provided by Sellers
        to Buyers.

       

      1.2.28.  "LIC"
        means Litchfield Investment Company, L.L.C.

       

      1.2.29.  "Litchfield
        Master Leases" means, collectively, the Nexion Master Lease, the HQM Master
        Lease and the Peak Master Lease.

       

      1.2.30.  "Material
        Adverse Change" means any changes that materially and adversely impacts any
        of
        the businesses, operations or financial condition of the Tenants or the
        Facilities, whether taken as a whole or as a group under the Nexion Master
        Lease, the HQM Master Lease or the Peak Master Lease, which are directly
        caused
        by any Acts of God, acts of public enemies or terrorists, war, other military
        conflicts, blockades, insurrections, riots, epidemics, quarantine restrictions,
        landslides, lightning, earthquake, fires, conflagration, storms, floods,
        washouts, civil disturbances, or any actions of any Governmental
        Entity.

       

      1.2.31.  "McGee"
        means Michael S. McGee.

       

      1.2.32.  "Nexion"
        means Nexion Health, Inc.

       

      1.2.33.  "Nexion
        Master Lease" means the Master Lease Agreement, dated as of November 1, 2002,
        between the Sellers described as Landlord therein and the affiliate Tenants
        of
        Nexion described as Tenant therein.

       

      1.2.34.  "Nexion-Omega
        Master Lease" means the Amended and Restated Master Lease, dated as of the
        Closing Date, between OHI-LA and the affiliate Tenants of Nexion.

       

      
        
          
          

        

        
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      1.2.35.  "Nexion
        Termination Agreement" means the Termination Agreement, dated as of the Closing
        Date, between the applicable Sellers and the affiliate Tenants of
        Nexion.

       

      1.2.36.  "NRS"
        means NRS Ventures, L.L.C.

       

      1.2.37.  "OHI-CO"
        means OHI Asset (CO), LLC.

       

      1.2.38.  "OHI-LA"
        means OHI Asset (LA), LLC.

       

      1.2.39.  "Omega"
        means Omega Healthcare Investors, Inc., a Maryland corporation.

       

      1.2.40.  "Omega
        Master Leases" means, collectively, the Nexion-Omega Master Lease and the
        HQM-Omega Master Lease.

       

      1.2.41.  "Peak
        Assignment Agreement" means the Assignment and Assumption Agreement with
        respect
        to the Peak Master Lease, dated as of the Closing Date, between OHI-CO and
        the
        applicable Sellers.

       

      1.2.42.  "Peak
        First Refusal Agreement" means the Right of First Refusal Agreement, dated
        as of
        October 31, 2002, between the applicable Sellers described as Seller therein
        and
        Peak No. 2.

       

      1.2.43.  "Peak
        Guaranty" means the Guaranty, entered into as of October 31, 2002, by Peak
        Medical for the benefit of the applicable Sellers described as Landlord
        therein.

       

      1.2.44.  "Peak
        Guaranty Assignment" means the Assignment Agreement with respect to the Peak
        Guaranty, dated as of the Closing Date, between OHI-CO and the applicable
        Sellers, with the written consent thereto from Peak Medical.

       

      1.2.45.  "Peak
        Master Lease" means the Master Lease Agreement, dated as of October 31, 2002,
        between the Sellers described as Landlord therein and Peak
        No. 2.

       

      1.2.46.  "Peak
        Medical" means Peak Medical Corporation.

       

      1.2.47.  "Peak
        No.
        2" means Peak Medical Colorado No. 2, Inc.

       

      1.2.48.  "Peak
        Properties" as defined in Section 3 hereof.

       

      1.2.49.  "Permitted
        Exceptions" as defined in Section 7.1 hereof.

       

      1.2.50.  "Personalty"
        means, collectively, all fixtures, machinery, furniture, equipment, beds,
        and
        other tangible personal property owned by Sellers that is attached to, located
        at or used in the physical occupancy or operation of the Facilities and the
        Properties.

       

      
        
          
          

        

        
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      1.2.51.  "Property"
        or "Properties" as defined in Section 1.1 hereof.

       

      1.2.52.  "Property
        Licenses" as defined in Section 6.1.5 hereof.

       

      1.2.53.  "Purchase
        Price" as defined in Section 5.1 hereof.

       

      1.2.54.  "Real
        Estate" or "Premises" means, collectively, all of the land situated at the
        addresses listed on Exhibit
        C
        hereto
        and more particularly described in the legal descriptions attached hereto
        as
Exhibit
        D
        (collectively, the "Land"), together with and including Sellers' rights,
        title
        and interests in and to all of the rights, privileges, easements, transferable
        consents, authorizations, variances or waivers, licenses, permits and approvals,
        hereditaments and other appurtenances relating to the Land, and together
        with
        Sellers' rights, title and interests in and to all of the buildings,
        improvements and fixtures now or hereafter erected or located on the Land
        (collectively, the "Buildings").

       

      1.2.55.  "Release"
        means any release, spill, emission, leaking, pumping, injection, deposit,
        disposal, discharge, dispersal, leaching, or migration into the environment,
        including the movement of any Hazardous Substance or other substance through
        or
        in the air, soil, surface water, groundwater, or property.

       

      1.2.56.  "Relevant
        Date" means, with respect to any Material Adverse Change impacting the business,
        operations or financial condition of the Tenants or the Facilities, July
        27,
        2006.

       

      1.2.57.  "Remedial
        Action" means any action required under any Environmental Laws to (a) clean
        up,
        remove, treat, or in any other way address any Hazardous Substance or other
        substance in the environment, (b) prevent the Release or threat of Release,
        or
        minimize the further Release of any Hazardous Substance or other substance
        so it
        does not migrate or endanger or threaten to endanger public health or welfare
        or
        the environment, or (c) perform pre-remedial studies and investigations and
        post-remedial monitoring and care.

       

      1.2.58.  "Rosen"
        means Eugene H. Rosen.

       

      1.2.59.  "Sellers"
        as defined in the first paragraph hereof.

       

      1.2.60.  "Sellers
        Indemnified Parties" as defined in Section 15.3 hereof.

       

      1.2.61.  "Sellers
        Transaction Documents" means, collectively, this Agreement, the Deeds, the
        Bills
        of Sale, the Peak Assignment Agreement, the Peak Guaranty Assignment, the
        L/C
        Agreement, and all other documents and agreements now or hereafter to be
        executed and delivered by Sellers pursuant to this Agreement; provided,
        however,
        that
        the HQM Termination Agreement and the Nexion Termination Agreement shall
        not be
        included as Sellers Transaction Documents.

       

      1.2.62.  "Sellers'
        Office" means the notice address listed for Sellers in Section 14.17
        hereof.

       

      
        
          
          

        

        
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      1.2.63.  "Sellers'
        Knowledge" means the actual knowledge of Rosen, Weinstein and
        McGee.

       

      1.2.64.  "Surveys"
        means the existing land surveys with respect to the Properties.

       

      1.2.65.  "Survival
        Termination Date" as defined in Section 17 hereof.

       

      1.2.66.  "Tenants"
        means the affiliates of Nexion, the affiliates of HQM, and Peak, which are
        listed as Tenants on Exhibit
        C
        hereto.

       

      1.2.67.  "Title
        Company" as defined in Section 5.1 hereof.

       

      1.2.68.  "Transaction
        Documents" means, collectively, the Buyers Transaction Documents and the
        Sellers
        Transaction Documents.

       

      1.2.69.  "Weinstein"
        means Bruce Weinstein.

       

      2.  Delivery
        of Omega Master Leases, Nexion Termination Agreement, HQM Termination Agreement,
        Peak Assignment Agreement, Peak Guaranty Assignment, L/C Agreement and Exhibits
        and Schedules to this Agreement.
        On or
        before May 31, 2006, (a)
        Buyers shall deliver to Sellers the fully executed Omega Master Leases, (b)
        Sellers shall deliver to Buyers the fully executed HQM Termination Agreement
        and
        Nexion Termination Agreement, (c) the applicable Sellers and OHI-CO shall
        execute and deliver the Peak Assignment Agreement, (d) the applicable Sellers,
        OHI-CO and Peak Medical shall execute and deliver the Peak Guaranty Assignment,
        and (e) Sellers and Buyers shall execute and deliver the L/C Agreement. On
        or
        before May 15, 2006, Sellers shall deliver to Buyers Exhibits
        C
        and
D
        and
Schedules
        6.1.2,
        6.1.3,
        6.1.6,
        6.1.7
        and
15.1(c)
        hereto.

       

      3.  Peak
        First Refusal Agreement.
        On or
        before May 25, 2006, the applicable Sellers shall provide written evidence
        to
        OHI-CO that they have complied with their obligations under the Peak First
        Refusal Agreement, resulting in Peak No. 2 exercising or failing to exercise
        its
        right to acquire those Properties covered by the Peak First Refusal Agreement
        (collectively, the "Peak Properties"). If Peak No. 2 exercises its right
        under
        the Peak First Refusal Agreement, then the Peak Properties shall be removed
        from
        being subject to sale and purchase under this Agreement and the Purchase
        Price
        shall be reduced by the amount associated with the Peak Properties on
Exhibit
        C
        hereto;
provided,
        however,
        if Peak
        No. 2 does not consummate its acquisition of the Peak Properties at the
        Closing, then the Closing shall be postponed and this Agreement shall be
        automatically extended for up to thirty (30) days so that Buyers shall acquire
        the Properties with the Peak Properties included and the Purchase Price shall
        be
        increased by the amount associated with the Peak Properties on Exhibit
        C
        hereto.
        It is expressly understood by the parties hereto that at the Closing, Sellers
        will sell all (and in no event some) of the Properties to Buyers and, if
        applicable, Peak No. 2.

       

      4.  HQM
        Option Agreement.
        The HQM
        Termination Agreement shall include provisions for the termination of the
        HQM
        Option Agreement.

       

      5.  Purchase
        Price; Disbursement of Purchase Price and Closing Documents at
        Closing.

      
        
          
          

        

        
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      5.1.  Purchase
        Price.
        The
        total purchase price payable by Buyers to Sellers for the Properties shall
        be
        the sum of One Hundred Seventy Million Dollars ($170,000,000) (the "Purchase
        Price"), which Purchase Price shall be allocated among the Properties in
        accordance with Exhibit C
        hereto.
        At the Closing, an amount equal to the Purchase Price shall be deposited
        by
        Buyers with First American Title Insurance Company of New York (the "Title
        Company") by wire transfer of same day funds.

       

      5.2.  Disbursement
        of Purchase Price and Closing Documents at Closing.
        Upon
        written notice from Sellers and Buyers to the Title Company that all conditions
        to Closing set forth in this Agreement have been satisfied or, as to any
        condition not satisfied, waived in writing by the party intended to be benefited
        thereby, on the Closing Date the Title Company shall distribute the following
        documents and funds in the following manner:

       

      5.2.1.  cause
        the
        Deeds delivered by Sellers pursuant to Section 9.2.1 hereof to be recorded
        in the official records of the applicable counties where the Properties are
        located;

       

      5.2.2.  cause
        the
        mortgage discharges and UCC-3 Termination Statements delivered by Sellers
        pursuant to Section 9.2.2 hereof to be recorded in the official records of
        the
        applicable counties and states where the Properties are located;

       

      5.2.3.  deliver
        to Buyers all documents that are required to be delivered by Sellers to Buyers
        pursuant to Section 9.2 hereof; and

       

      5.2.4.  deliver
        to Sellers (a) all documents that are required to be delivered by Buyers
        to
        Sellers pursuant to Section 9.3 hereof and (b) the Purchase Price and such
        other
        funds, if any, as may be due to Sellers by reason of credits under this
        Agreement, less the items chargeable to Sellers under this
        Agreement.

       

      6.  Representations
        and Warranties.

       

      6.1.  Representations
        and Warranties by Sellers.
        Sellers
        each represent and warrant to Buyers as follows:

       

      6.1.1.  Organization.
        Sellers
        are each a limited liability company duly organized and validly existing
        under
        the laws of the state noted for each of Sellers on Exhibit
        A
        hereto.

       

      6.1.2.  Power
        and Authority.
        Except
        as set forth on Schedule
        6.1.2 
        hereto, Sellers have the right, power, and authority to execute and deliver
        this
        Agreement and the other Sellers Transaction Documents and to perform all
        Sellers' obligations arising under this Agreement and under the other Sellers
        Transaction Documents. Except as set forth on Schedule 6.1.2
        hereto,
        this Agreement and the other Sellers Transaction Documents do and will each
        constitute legal, valid, and binding obligations of Sellers, enforceable
        in
        accordance with their respective provisions, except as enforceability may
        be
        limited by applicable bankruptcy, insolvency, reorganization, moratorium
        or
        similar laws affecting the enforcement of creditors' rights generally and
        by
        general principles of equity. Except as set forth on Schedule
        6.1.2

      
        
          
          

        

        
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          hereto, Sellers have duly and properly taken or obtained or caused to be
          taken
          or obtained all action necessary for Sellers (a) to enter into and to deliver
          this Agreement, the other Sellers Transaction Documents and any and all
          other
          documents and agreements executed by Sellers in connection herewith and
          therewith and (b) to carry out the terms of this Agreement and the other
          Sellers
          Transaction Documents and the transaction contemplated by
          them.

      

       

      6.1.3.  No
        Conflict.
        Except
        as set forth on Schedules
        6.1.2
        and
6.1.3
        hereto,
        Sellers' execution, delivery, and performance of this Agreement and the other
        Sellers Transaction Documents do not and will not (a) contravene any provision
        of any existing law or regulation, judgment, order, decree, or injunction,
        or
        other legal requirement, (b) result in a breach of or require consent pursuant
        to any lease, indenture, mortgage, agreement, guaranty, or other document
        by
        which Sellers or the Premises is bound or otherwise affected, or (c) require
        a
        filing or registration with, or the consent or approval of, any Government
        Entity other than with respect to any applicable state licensing
        agencies.

       

      6.1.4.  Title
        to the Properties.
        To
        Sellers' Knowledge, Sellers have not engaged in any act or omission to act
        so as
        to cause any encumbrances or restrictions to affect or relate to the Real
        Estate
        or the Properties other than the Permitted Exceptions and those mortgages,
        liens, encumbrances and security interests to be released or satisfied in
        accordance with Section 7 hereof; provided,
        however,
        that
        issuance of the Title Insurance Policies by the Title Company to Buyers at
        the
        Closing, as described in Section 8.1.4 hereof, shall be deemed to satisfy
        the
        obligations of Sellers with respect to title to the Properties under Section
        7.1
        hereof and, as such, the representation in this Section 6.1.4 shall not survive
        the Closing.

       

      6.1.5.  Licenses
        and Accreditations.
        To
        Sellers' Knowledge, based solely on the lack of receipt of written notices
        addressed to Sellers' Office to the contrary, there is not currently pending
        or
        threatened (a) any action or proceeding to revoke, withdraw or suspend any
        of the Property Licenses or (b) any judicial or administrative agency judgment
        or decision not to renew any of the Property Licenses. As used herein, the
        term
        "Property Licenses" shall mean all local, state and federal licenses and
        Medicare and Medicaid accreditations necessary to operate the
        Facilities.

       

      6.1.6.  Real
        Estate.
        Except
        as set forth on Schedule
        6.1.6
        hereto,
        to Sellers' Knowledge, Sellers have received no written notices that any
        part of
        the Real Estate is currently subject to condemnation proceedings and no such
        condemnation or taking is threatened or contemplated. To Sellers' Knowledge,
        Sellers have received no written notices of any public improvements which
        may
        result in special assessments against or otherwise affect the Real Estate.
        Other
        than Permitted Exceptions, the matters disclosed on the Surveys, and as set
        forth on Schedule 6.1.6
        hereto,
        to Sellers' Knowledge, based solely upon the lack of receipt of written notice
        addressed to Sellers' Office to the contrary, there are no facts that would
        adversely affect the possession, use or occupancy of the Real
        Estate.

       

      
        
          
          

        

        
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      6.1.7.  Litigation.
        Except
        as set forth on Schedule
        6.1.7
        hereto,
        (a) Sellers are not currently (i) a party to any lawsuits, claims,
        administrative proceedings or other pending proceedings, or (ii) bound by
        any orders, judgments, injunctions, decrees or settlement agreements under
        which
        Sellers may have continuing obligations as of the date of this Agreement
        or as
        of the date of Closing, any or all of which under subsections (i) or (ii)
        are
        likely to restrict or affect in any material respect the ownership of the
        Properties, (b) to Sellers' Knowledge, based solely on the lack of receipt
        of written notices addressed to Sellers' Offices to the contrary, there
        (i) exists no violation by Sellers or against the Real Estate of any law,
        rule, regulation, ordinance or order of any court or governmental department,
        commission, board, bureau, agency or instrumentality, or (ii) are no
        lawsuits, claims, administrative proceedings or other proceedings now pending
        or
        threatened involving Sellers or the Properties, any or all of which under
        subsections (i) or (ii) are likely to restrict or affect in any material
        respect
        the ownership of the Properties. To Sellers' Knowledge, the right or ability
        of
        Sellers to consummate the transactions contemplated by this Agreement has
        not
        been challenged by any Governmental Entity or any other person. Notwithstanding
        anything contained in this Section 6.1.7, this section shall not be deemed
        to
        apply to, relate to, or involve any litigation, claim or proceeding (threatened
        or pending) (1) to which any of the Tenants is a party and none of Sellers
        is a party, or (2) that relates solely to the operations or leasing of the
        Facilities on or after November 1, 2002.

       

      6.1.8.  Representations
        and Warranties as of the Closing.
        The
        representations and warranties made by Sellers pursuant to this Section 6.1
        shall be true and correct in all material respects on and as of the date
        of the
        Closing as though such representations and warranties had been made on and
        as of
        the date of the Closing.

       

      6.2.  Representations
        and Warranties by Buyers.
        Buyers
        represent and warrant to Sellers as follows:

       

      6.2.1.  Organization.
        Buyers
        are each a limited liability company duly organized and validly existing
        under
        the laws of the state noted for each of Buyers on Exhibit
        B
        hereto.

       

      6.2.2.  Power
        and Authority.
        Buyers
        have the right, power, and authority to execute and deliver this Agreement
        and
        the other Buyers Transaction Documents and to perform all Buyers' obligations
        arising under this Agreement and under the Buyers Transaction Documents.
        This
        Agreement and the other Buyers Transaction Documents do and will each constitute
        legal, valid, and binding obligations of Buyers, enforceable in accordance
        with
        their respective provisions, except as enforceability may be limited by
        applicable bankruptcy, insolvency, reorganization, moratorium or similar
        laws
        affecting the enforcement of creditors' rights generally and by general
        principles of equity. Buyers have duly and properly taken or obtained or
        caused
        to be taken or obtained all action necessary for Buyers (a) to enter into
        and to
        deliver this Agreement, the other Buyers Transaction Documents and any and
        all
        other documents and agreements executed by Buyers in connection herewith
        and


      
        
          
          

        

        
          10

          
            

          

        

        
          
          
               
          therewith and (b) to carry out the terms of this Agreement and the other
          Buyers
          Transaction Documents and the transaction contemplated by
          them.

      

       

      6.2.3.  No
        Conflict.
        Buyers'
        execution, delivery, and performance of this Agreement and the other Buyers
        Transaction Documents do not and will not (a) contravene any provision of
        any existing law or regulation, judgment, order, decree, injunction or other
        legal requirement, (b) result in a breach of or require consent pursuant
        to any
        lease, indenture, mortgage, agreement, guaranty or other document by which
        Buyers are bound or otherwise affected, or (c) require a filing or registration
        with, or the consent or approval of, any Governmental Entity.

       

      6.2.4.  Solvency.
        To
        Buyers' Knowledge, Omega is not insolvent nor will Omega be rendered insolvent
        by the consummation of the transactions contemplated by this
        Agreement.

       

      6.2.5.  Governmental
        Entity Challenges.
        To
        Buyers' Knowledge, the right or ability of Buyers to consummate the transactions
        contemplated by this Agreement has not been challenged by any Governmental
        Entity or any other person.

       

      6.2.6.  Representations
        and Warranties as of the Closing.
        The
        representations and warranties made by Buyers pursuant to this Section 6.2
        shall
        be true and correct in all material respects on and as of the date of the
        Closing as though such representations and warranties had been made on and
        as of
        the date of the Closing.

       

      7.  Title.

       

      7.1.  Permitted
        Exceptions.
        The
        Properties are sold and are to be conveyed subject to the matters listed
        on
Schedule
        7.1
        hereto
        (collectively, the "Permitted Exceptions"). It is a condition precedent to
        the
        obligation of Buyers to consummate the transactions hereunder at the Closing
        that Sellers shall convey good, indefeasible and insurable fee simple title
        to
        the Real Estate to Buyers at the Closing, free and clear of all liens, mortgages
        and security interests and subject only to the Permitted Exceptions. The
        Personalty shall be conveyed to Buyers at the Closing free and clear of all
        liens and security interests, subject, however, to Tenants' compliance under
        the
        applicable terms of the Litchfield Master Leases.

       

      7.2.  Standard.
        Sellers
        shall give and Buyers shall accept such title as the Title Company shall
        approve
        and insure under the usual form of policy, at regular rates, subject to the
        usual title-policy exclusions and exceptions and the Permitted
        Exceptions.

       

      7.3.  Evidence
        of Title; Surveys and Environmental Reports; Omega Board
        Approval.

       

      7.3.1.  Title
        Reports and Commitments.
        After
        delivery of all the documents described in Section 2 hereof, Buyers may order
        title reports and commitments (collectively, the "Commitments"), including
        appropriate UCC and litigation searches of Sellers and the Properties, zoning
        letters, and also requesting 

      
        
          
          

        

        
          11

          
            

          

        

        
          
          
        legible
          copies of all
          title exceptions referred to in the Commitments, from the Title Company
          and
          shall cause copies of the Commitments, UCC and litigation searches, zoning
          letters, and supporting documentation to be promptly forwarded to Sellers
          and
          Sellers' counsel.

      

       

      7.3.2.  Title
        Insurance Policies.
        The
        premiums for the Title Insurance Policies to be issued to Buyers at the Closing
        shall be paid by Sellers.

       

      7.3.3.  Surveys
        and Environmental Reports.
        After
        execution of this Agreement, Sellers shall provide Buyers with copies of
        all the
        existing Surveys and environmental reports for the Properties in Sellers'
        possession. After delivery of all the documents described in Section 2 hereof,
        Buyers shall order new updated Surveys and new environmental reports (and
        Buyers
        shall cause such environmental reports to acknowledge that Sellers are deemed
        to
        be third party beneficiaries of such environmental reports). The cost to
        update
        the Surveys shall be paid by Sellers (provided,
        however,
        in the
        event that the transactions contemplated by this Agreement are not consummated
        as a result of Buyers terminating this Agreement for reasons other than under
        subsection (i) of Section 10.1 hereof, then Buyers shall reimburse Sellers
        for
        the cost to update the Surveys) and the cost to update the environmental
        reports
        shall be paid by Buyers. Consistent with the terms of the Litchfield Master
        Leases, Sellers shall cooperate with Buyers with respect to obtaining,
        re-certifying or updating the Surveys and the environmental
        reports.

       

      7.4.  Title
        Matters and Updated Surveys.
        Subject
        to the terms of this Section 7.4 and Buyers' standard of conduct described
        in Section 8.3 hereof, Buyers shall have until (a) July 17, 2006 to notify
        Sellers of any objections that Buyers may have to matters described in those
        Commitments and updated Surveys received by Buyers before July 10, 2006 and
        (b)
        the Closing to notify Sellers of any objections that Buyers may have to matters
        described in (i) those Commitments and updated Surveys received by Buyers
        on or after July 10, 2006, or (ii) any new matters described in any
        amendments, supplements or modifications to those Commitments and updated
        Surveys received before July 10, 2006, and not previously disclosed to Buyers.
        Any title encumbrances or exceptions which are set forth in the marked up
        Commitments delivered by the Title Company at the Closing and in the final
        updated Surveys shall be included as Permitted Exceptions. In the event that,
        within the time period described above, Buyers object to any matters described
        in the Commitments and the updated Surveys, then Sellers shall have until
        the
        Closing in which to satisfy Buyers' objections; provided,
        however,
        that
        Sellers may elect to extend the date of Closing for up to fifteen (15) days
        in
        order to satisfy those objections from Buyers covered by subsection (b) above.
        In the event that Sellers shall be unable or unwilling (it being acknowledged
        that Sellers only obligation is to comply with the standard of conduct described
        in Section 8.3 hereof; provided,
        however,
        Sellers
        shall have no obligation to expend any monies to cure any objections) to
        satisfy
        Buyers' objections, then Buyers shall have the option to either (i) waive
        Buyers' objections and purchase the Properties at the Closing, in which case
        the
        waived objections shall become Permitted Exceptions or (ii) elect to
        terminate this Agreement. Upon election to terminate this Agreement, this
        Agreement shall be deemed canceled and neither party shall have any further
        obligations to 

      
        
          
          

        

        
          12

          
            

          

        

        
          
          
           
          the other under this Agreement, except those specifically stated to survive
          the
          termination of this Agreement.

      

       

      7.5.  Removal
        of Mortgages, Liens and Other Encumbrances.
        If at
        the Closing there are any mortgages, liens or other encumbrances that Sellers
        are obligated to pay and discharge, then Sellers shall use a portion of the
        Purchase Price to satisfy the same and shall concurrently deliver to Buyers
        at
        the Closing instruments in recordable form sufficient to satisfy such mortgages,
        liens and encumbrances of record (and sufficient for the Title Company to
        omit
        the same from Buyers' Title Insurance Policies), together with the cost of
        recording or filing those instruments. The existence of any such mortgages,
        liens and other encumbrances shall not be considered objections to title
        if
        Sellers shall have complied with the foregoing requirements.

       

      7.6.  Payment
        of Purchase Price.
        Buyers
        shall provide all funds to be paid at the Closing pursuant to Section 5 hereof
        through wire transfer of immediately available funds to the Title
        Company.

       

      7.7.  Omega
        Board of Directors Resolutions.
        Within
        forty-five (45) days after execution of this Agreement by Sellers and Buyers,
        Buyers shall provide Sellers with a copy of the resolutions of the Board
        of
        Directors of Omega approving the transactions contemplated by this
        Agreement.

       

      8.  Conditions
        Precedent.

       

      8.1.  For
        Buyers.
        The
        obligations of Buyers under this Agreement are subject to the satisfaction
        on or
        prior to the Closing Date of the following conditions, any one or more of
        which
        may be waived in writing by Buyers to the extent permitted by applicable
        law:

       

      8.1.1.  Representations
        and Warranties.
        The
        representations and warranties of Sellers set forth in this Agreement and
        the
        other Sellers Transaction Documents shall be true and correct in all material
        respects on and as of the date of the Closing as though made on and as of
        the
        date of the Closing, except to the extent any such representation or warranty
        expressly is made as of an earlier date or with respect to a particular period,
        in which case such representation or warranty shall have been true and correct
        in all material respects as of such date or with respect to such
        period.

       

      8.1.2.  Performance.
        Sellers
        shall have performed or complied in all material respects with all covenants
        and
        agreements required by this Agreement and the other Sellers Transaction
        Documents to be performed or complied with by Sellers on or prior to the
        date of
        the Closing.

       

      8.1.3.  Due
        Diligence.
        Buyers
        shall be satisfied in their sole discretion with the results of all due
        diligence with respect to the Properties, including the financial condition
        and
        operating history of the Tenants and the Facilities, the state of title for
        the
        Properties and the environmental and physical condition of the
        Properties.

       

      
        
          
          

        

        
          13

          
            

          

        

        
          
          

        

      

      (a)  Buyers
        shall have the period from the date this Agreement is signed by Sellers and
        Buyers until July 27, 2006 (the "Inspection Period"), in which to conduct
        due
        diligence with respect to the financial condition and operating history of
        Tenants and the Properties, the environmental and physical condition of the
        Properties, determine the appraised value of the Properties, and review other
        matters affecting Tenants and the Properties, including, but not limited
        to, the
        following: (i) obtain access to and review all books and records of Tenants
        and
        the Properties in the custody or control of Sellers and Tenants as may be
        reasonably required by Buyers, (ii) order new environmental reports (Phase
        I
        and, if required, Phase IIs) for the Properties, (iii) order new property
        condition assessments and engineering reports for the Properties, (iv) obtain
        copies of Tenants' current insurance policies and certificates, (v) order
        new
        MAI appraisals of the Properties, (vi) confirm the licensure, certificate
        of
        need and Medicare/Medicaid reimbursement status of Tenants and the Facilities,
        (vii) confirm any licensure or certificate of need change of ownership
        issues in Colorado, Florida, Idaho, Louisiana or Texas resulting from the
        sale
        of the Properties and the execution of the Omega Master Leases and the Peak
        Assignment Agreement, and (viii) such other due diligence activities materials
        and information as Buyers may conduct, obtain or otherwise reasonably request
        from Sellers and/or Tenants.

       

      (b)  During
        the Inspection Period, and thereafter until the Closing hereof, so long as
        this
        Agreement has not been terminated, Sellers shall provide (or cause Tenants
        to
        provide, consistent with the terms of the Litchfield Master Leases) Buyers,
        their officers, employees, members, agents, contractors, engineers, consultants,
        licensees and assignees (i) access to all the books, contracts, and other
        records of Sellers (as they relate to the Tenants, the Facilities and the
        Properties), the Tenants, the Facilities and the Properties as Buyers may
        reasonably request and require in connection with the due diligence activities
        described in subsection (a) above and (ii) access to the Properties for the
        purpose of making any and all examinations and investigations of the Properties
        as Buyers may reasonably request and require in connection with the due
        diligence activities described in subsection (a) above; provided,
        however,
        that
        access to the Properties by Buyers must be approved, in advance, by the
        applicable Tenant of such Property being accessed, which approvals Sellers
        shall
        obtain for Buyers, consistent with the terms of the Litchfield Master Leases.
        Buyers covenant that the due diligence activities shall be undertaken in
        a
        manner as to not interfere in any material respect with the operations of
        the
        Properties.

       

      (c)  Buyers
        shall not suffer or permit the filing of any mechanic's liens as a result
        of
        Buyers' due diligence activities under this Section 8.1.3 (and to the extent
        such mechanic's liens are or may be filed as a result of such due diligence
        activities, such mechanic's liens, or the right to file such liens, shall
        be
        deemed Permitted Exceptions). In the event Buyers fail to close the transactions
        contemplated by this Agreement, Buyers shall be liable to Sellers for the
        repair
        of any damage to the Properties occurring as a result of any such due diligence
        activities.

       

      
        
          
          

        

        
          14

          
            

          

        

        
          
          

        

      

      8.1.4.  Title
        Insurance Policies.
        The
        Title Company shall have issued the Title Insurance Policies to Buyers with
        respect to the Properties in the form of the marked up Commitments signed
        and
        delivered at the Closing.

       

      8.1.5.  Delivery
        of Sellers Closing Items.
        Sellers
        shall have delivered or caused to be delivered at the Closing the items
        described in Section 9.2 hereof.

       

      8.2.  For
        Sellers.
        The
        obligations of Sellers under this Agreement are subject to the satisfaction
        on
        or prior to the Closing Date of the following conditions, any one or more
        of
        which may be waived in writing by Sellers to the extent permitted by applicable
        law:

       

      8.2.1.  Representations
        and Warranties.
        The
        representations and warranties of Buyers set forth in this Agreement and
        the
        other Buyers Transaction Documents shall be true and correct in all material
        respects on and as of the date of the Closing as though made on and as of
        the
        date of the Closing, except to the extent any such representation or warranty
        expressly is made as of an earlier date or with respect to a particular period,
        in which case such representation or warranty shall have been true and correct
        in all material respects as of such date or with respect to such
        period.

       

      8.2.2.  Performance.
        Buyers
        shall have performed or complied in all material respects with all covenants
        and
        agreements required by this Agreement and the other Buyers Transaction Documents
        to be performed or complied with by Buyers on or prior to the date of the
        Closing.

       

      8.2.3.  Delivery
        of Buyers Closing Items.
        Buyers
        shall have delivered or caused to be delivered at the Closing the items
        described in Section 9.3 hereof.

       

      8.3.  Buyers'
        and Sellers' Due Diligence and Commercially Reasonable Efforts in Satisfying
        Conditions Precedent.
        Buyers
        must use due diligence and commercially reasonable efforts in seeking to
        satisfy
        all the conditions precedent set forth in Section 8.1 hereof. In addition,
        except as otherwise specifically set forth in Section 7.4, Sellers must use
        due
        diligence and commercially reasonable efforts in seeking to satisfy all the
        conditions precedent set forth in Section 8.2 hereof.

       

      9.  The
        Closing.

       

      9.1.  Closing
        and Closing Date.

       

      9.1.1.  The
        closing of the transaction under this Agreement (the "Closing"), shall take
        place on a date mutually agreed upon by Sellers and Buyers in accordance
        with
        the procedure described in Section 5.2 hereof, by delivery of the appropriate
        Closing documents and funds to the Title Company, but in no event shall the
        Closing occur later than August 1, 2006, unless
        such date is extended by mutual agreement of Sellers and Buyers. Upon
        consummation of the transactions contemplated by this Agreement, the Closing
        shall be deemed to be effective and the transfer of the Property shall be
        deemed
        to have occurred as of 12:01 a.m. local time on the actual Closing date agreed
        to by Sellers and Buyers (the "Closing Date").

       

      
        
          
          

        

        
          15

          
            

          

        

        
          
          

        

      

      9.2.  Sellers'
        Deliveries.
        At the
        Closing, Sellers shall deliver or cause to be delivered in accordance with
        Section 5.2 hereof to Buyers the following, all in form and substance reasonably
        acceptable to Sellers and Buyers:

       

      9.2.1.  The
        Deeds
        for the Real Estate, duly executed and acknowledged by Sellers and in proper
        form for recording, so as to convey to Buyers fee simple title to the Real
        Estate, free of all encumbrances other than the Permitted
        Exceptions;

       

      9.2.2.  Mortgage
        discharges and UCC-3 Termination Statements in respect of all mortgages,
        liens
        or other encumbrances on the Properties in proper form for
        recording;

       

      9.2.3.  The
        Bills
        of Sale, duly executed and acknowledged by Sellers, transferring to Buyers
        all
        of the Personalty;

       

      9.2.4.  The
        Letter of Credit, in the amount of Three Million Dollars ($3,000,000), for
        the
        benefit of Buyers;

       

      9.2.5.  A
        legal
        opinion from counsel to Sellers regarding the matters described in Sections
        6.1.1, 6.1.2 and 6.1.3 hereof; 

       

      9.2.6.  Such
        affidavits as the Title Company shall reasonably require in order to omit
        from
        its Title Insurance Policies all exceptions, except for standard exceptions,
        judgments, bankruptcies or other returns against persons or entities whose
        names
        are the same as or similar to Sellers' name;

       

      9.2.7.  A
        certification of non-foreign status, in form required by the Internal Revenue
        Code Section 1445 and the regulations issued thereunder, duly executed by
        Sellers under penalty of perjury. Sellers understand that such certification
        will be retained by Buyers and will be made available to the Internal Revenue
        Service on request;

       

      9.2.8.  A
        certificate of Sellers to the effect that the representations and warranties of
        Sellers set forth in this Agreement and the other Sellers Transaction Documents,
        are true and correct in all material respects as of the date of
        Closing;

       

      9.2.9.  The
        original certificates of title to any motor vehicles included within the
        Personalty relating to the Properties;

       

      9.2.10.  A
        copy of
        the written notice of the Peak Assignment Agreement provided by the applicable
        Sellers to Peak No. 2; and

       

      9.2.11.  Such
        other documents as Buyers may reasonably request in order to further the
        purposes of this Agreement, duly executed and, where appropriate, acknowledged,
        and in recordable form.

       

      
        
          
          

        

        
          16

          
            

          

        

        
          
          

        

      

      9.3.  Buyers'
        Deliveries.
        At the
        Closing, Buyers shall deliver to Sellers the following or cause to be delivered
        in accordance with Section 5.2 hereof to Sellers the following, all in form
        and
        substance reasonably acceptable to Sellers and Buyers:

       

      9.3.1.  The
        Purchase Price;

       

      9.3.2.  A
        certificate of Buyers to the effect that the representations and warranties
        of
        Buyers set forth in this Agreement and the other Buyers Transaction Documents,
        are true and correct as of the date of Closing;

       

      9.3.3.  Such
        other documents as Sellers may reasonably request in order to further the
        purposes of this Agreement, duly executed and, where appropriate, acknowledged,
        and in recordable form; and

       

      9.3.4.  A
        legal
        opinion from counsel to Buyers regarding the matters described in Sections
        6.2.1, 6.2.2 and 6.2.3 hereof.

       

      9.4.  Possession.
        At the
        Closing, Sellers shall deliver to Buyers possession of the Properties, free
        and
        clear of all leases, purchase options, rights of first refusal, tenancies,
        and/or other rights of occupancy or acquisition of any kind (other than the
        Omega Master Leases, the Peak Master Lease and any resident leases), and
        otherwise in the condition required by this Agreement, together with all
        of the
        Personalty located at the Properties. Sellers covenant that they will not
        remove
        any Personalty from the Properties after the date of this Agreement and through
        the Closing Date, except items replaced or upgraded with items of equal or
        greater value.

       

      9.5.  Transfer
        Costs; Tax and Information Returns.

       

      9.5.1.  All
        real
        property transfer taxes, sales taxes, and any other similar taxes with respect
        to the transfer of the Properties and the Personalty shall be paid for at
        the
        Closing by Sellers.

       

      9.5.2.  Sellers
        and Buyers shall duly execute, acknowledge where appropriate, and deliver
        all
        tax returns and information returns necessary and proper in connection with
        this
        transaction.

       

      9.5.3.  The
        provisions of this Section 9.5 shall survive the Closing.

       

      9.6.  Concurrent
        Conditions.
        All
        deliveries, exchanges, and other actions to be taken at the Closing shall
        be
        deemed to occur simultaneously, and the performance of all such actions shall
        be
        concurrent conditions to all other such actions.

       

      10.  Remedies.

       

      10.1.  Right
        to Terminate this Agreement.
        In
        addition to the termination right set forth in Section 7.4 hereof, this
        Agreement and the transactions contemplated hereby may be terminated by written
        notice given in accordance with Section 14.17 hereof, as
        follows:

       

      
        
          
          

        

        
          17

          
            

          

        

        
          
          

        

      

      (a)  by
        the
        mutual written agreement of Buyers and Sellers at any time prior to the
        Closing;

       

      (b)  by
        either
        Buyers or Sellers if the requirements in the first sentence of Section 2
        hereof
        are not satisfied on or before May 31, 2006 or by Buyers if the requirements
        in
        the second sentence of Section 2 hereof are not satisfied on or before May
        15,
        2006; 

       

      (c)  by
        Buyers
        if the requirements under Section 3 hereof are not satisfied on or before
        May
        25, 2006; provided,
        however,
        in no
        event may Buyers terminate this Agreement under this subsection (c) as a
        result
        of Peak No. 2 exercising its rights to acquire the Peak Properties under
        the Peak First Refusal Agreement;

       

      (d)  by
        Buyers
        if the requirements under Section 4 hereof are not satisfied;

       

      (e)  by
        either
        Sellers or Buyers if the Closing shall not have occurred at or before 11:59
        p.m.
        EDT on August 1, 2006, unless such date is extended by mutual agreement of
        Sellers and Buyers;

       

      (f)  by
        Buyers
        if a Material Adverse Change occurs or is found to have occurred after the
        Relevant Date;

       

      (g)  by
        Buyers
        or Sellers if the Board of Directors of Omega fails to approve the transactions
        contemplated by this Agreement and in the timeframe set forth in
        Section 7.7 hereof;

       

      (h)  by
        Buyers
        prior to 11:59 p.m. EDT on July 27, 2006 as
        a
        result of the examinations and investigations of Tenants and the Properties
        described in Section 8.1.3(a) hereof and conducted during the Inspection
        Period;

       

      (i)  by
        Buyers, by reason of the breach, inaccuracy or non-fulfillment of any
        representation, warranty, covenant, obligation or agreement by Sellers under
        this Agreement; or

       

      (j)  by
        Sellers, by reason of the breach, inaccuracy or non-fulfillment of any
        representation, warranty, covenant, obligation or agreement by Buyers under
        this
        Agreement.

       

      10.2.  Liability
        for Agreement Termination.
        If the
        parties terminate this Agreement pursuant to subsections (a) through (h)
        of
        Section 10.1 hereof, then neither party shall have any further obligations
        to
        the other under this Agreement, except those specifically stated to survive
        the
        termination of this Agreement. Notwithstanding the foregoing, in the event
        that
        this Agreement is terminated under subsections (i) or (j) of Section 10.1
        hereof, then the terminating party, if successful in proving its right to
        terminate under the applicable subsection, may recover its actual damages
        (but
        in no event consequential (e.g., profits alleged to have been realized had
        the
        transactions contemplated 

      
        
          
          

        

        
          18

          
            

          

        

        
          
          
    herein
          been
          consummated according to their terms), incidental, special, punitive or
          exemplary damages) incurred as a result of such termination.

      

       

      11.  Closing
        Date Prorations.

       

      11.1.  Items
        to be Prorated at Closing.
        If the
        Closing Date occurs on any date other than the first day of a calendar month,
        then all Rent as defined in and with respect to the Peak Master Lease shall
        be
        prorated between the applicable Sellers and OHI-CO as of the Closing Date,
        with
        appropriate credits or charges made at the Closing in accordance with Section
        5.2.4 hereof. 

       

      11.2.  Errors.
        Any
        errors in calculations, apportionments or payments of Rent as defined in
        and
        with respect to the Peak Master Lease shall be corrected, adjusted and paid
        as
        soon as practicable after discovery, whether before or after the Closing
        Date.
        This Section 11.2 shall survive the Closing and any payments made by Sellers
        or
        OHI-CO under this Section 11 shall not be included in calculating the
        limitations on damages under Sections 16.3 or 16.7 hereof, as
        applicable.

       

      12.  Further
        Assurances.
        The
        parties shall do such other and further acts and things, and to execute and
        deliver such instruments and documents, as either may reasonably request
        from
        time to time, whether at or after the Closing, in furtherance of the purposes
        of
        this Agreement and the other Transaction Documents. The obligation under
        this
        Section 12 shall survive the Closing.

       

      13.  Brokers.
        Sellers
        and Buyers represent and warrant to each other that each has dealt with no
        broker or finder in connection with this Agreement or any of the transactions
        contemplated hereby, and knows of no broker or finder entitled to or claiming
        a
        fee, commission, or other similar compensation in connection with this Agreement
        or any of the transactions contemplated hereby. Sellers and Buyers shall
        indemnify and hold harmless each other and any affiliates or representatives
        of
        the other from and against liabilities, damages, and costs (including reasonable
        attorneys' fees) arising out of any claim for commissions or other compensation
        made by any broker or finder who shall claim to have dealt with the indemnifying
        party in connection with this Agreement or any of the transactions contemplated
        hereby. The provisions of this Section 13 shall survive the Closing or any
        termination of this Agreement.

       

      14.  Miscellaneous.

       

      14.1.  Complete
        Agreement; No Other Representations, Warranties or Covenants.
        This
        Agreement and the other Transaction Documents constitute the entire agreement
        between the parties with respect to the transactions contemplated hereunder
        and
        shall supersede all prior oral or written agreements and all contemporaneous
        oral negotiations, commitments and understandings. Neither Buyers nor Sellers
        shall be deemed to have made to the other any representations or warranties
        that
        are not expressly set forth in this Agreement or the other Transaction
        Documents.

       

      14.2.  No
        Reliance.
        Each
        party hereto expressly disclaims reliance upon any facts, promises, undertakings
        or representations made by any other party, or its agents, representatives
        or
        attorneys prior to the execution of this Agreement.

       

      
        
          
          

        

        
          19

          
            

          

        

        
          
          

        

      

      14.3.  Amendment.
        This
        Agreement may not be amended, waived, superseded, renewed, extended or
        terminated orally, but only by an agreement in writing signed by each party
        or,
        in the case of a waiver, by the party waiving compliance.

       

      14.4.  Captions.
        The
        captions or headings contained in this Agreement are for convenience and
        reference only and shall not affect the interpretation of this
        Agreement.

       

      14.5.  Governing
        Law; Jurisdiction.
        THIS
        AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HERETO SHALL BE
        GOVERNED, CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE DOMESTIC SUBSTANTIVE
        LAWS OF THE STATE OF MARYLAND, WITHOUT GIVING EFFECT TO ANY CHOICE OR CONFLICTS
        OF LAW PROVISION OR RULE THAT WOULD CAUSE THE APPLICATION OF THE DOMESTIC
        SUBSTANTIVE LAWS OF ANY OTHER JURISDICTION. SELLERS AND BUYERS HEREBY ABSOLUTELY
        AND IRREVOCABLY CONSENT AND SUBMIT TO THE JURISDICTION OF THE STATE COURTS
        OF
        BALTIMORE COUNTY, MARYLAND AND/OR, IF APPLICABLE, ANY FEDERAL COURT LOCATED
        IN
        SUCH COUNTY IN THE STATE OF MARYLAND, IN CONNECTION WITH ANY ACTIONS OR
        PROCEEDINGS ARISING OUT OF OR RELATING TO THIS AGREEMENT. IN SUCH ACTION
        OR
        PROCEEDING, SELLERS AND BUYERS HEREBY ABSOLUTELY AND IRREVOCABLY WAIVE ANY
        OBJECTION TO VENUE.

       

      14.6.  Certain
        Definitions.

       

      14.6.1.  The
        words
        "hereof," "herein," and "hereunder," and words of similar import, shall be
        construed to refer to this Agreement as a whole, and not to any particular
        Section or provision, unless otherwise expressly provided.

       

      14.6.2.  The
        word
        "person" when used in this Agreement shall mean any natural person, partnership,
        limited liability company, trust, corporation, or other form of business
        or
        legal entity.

       

      14.6.3.  The
        word
        "mortgage" shall be deemed to mean either a mortgage or deed of
        trust.

       

      14.6.4.  The
        word
        "including" shall be construed as being followed by the words "but not limited
        to" or "without limitation."

       

      14.7.  Number/Gender.
        All
        words or terms used in this Agreement, regardless of the number or gender
        in
        which they are used, shall be deemed to include any other number and any
        other
        gender as the context may require.

       

      14.8.  Successors
        and Assigns.
        This
        Agreement shall be binding upon and shall inure to the benefit of Sellers
        and
        Buyers and their respective successors and permitted assigns. Neither this
        Agreement, nor any rights, interests or obligations hereunder, may be assigned
        or transferred, in whole or in part, by operation of law or otherwise by
        Buyers
        or Sellers without the prior written consent of the other party and any such
        assignment that is not consented to shall be null and void.

       

      
        
          
          

        

        
          20

          
            

          

        

        
          
          

        

      

      14.9.  Counterparts.
        This
        Agreement may be executed in multiple counterparts, each of which when so
        executed and delivered shall be an original, but all of which shall evidence
        a
        single agreement.

       

      14.10.  Exhibits
        and Schedules.
        All
        Exhibits and Schedules referred to in this Agreement are incorporated into
        this
        Agreement by reference and shall be deemed part of this Agreement for all
        purposes as if set forth at length in this Agreement.

       

      14.11.  No
        Joint Venture, Partnership, Agency, Etc.
        This
        Agreement shall not be construed as in any way establishing a partnership,
        joint
        venture, express or implied agency, or employer-employee relationship between
        Sellers and Buyers.

       

      14.12.  No
        Third-Party Beneficiaries.
        This
        Agreement is for the sole benefit of Sellers and Buyers and their respective
        successors and permitted assigns, and no other person or entity shall be
        entitled to rely upon , enforce, or receive any legal or equitable right,
        remedy
        or claim under or in respect of this Agreement or any provision
        hereof.

       

      14.13.  No
        Waiver.
        No
        delay on the part of any party in exercising any right, power or privilege
        hereunder shall operate as a waiver thereof, nor shall any waiver on the
        part of
        any party of any right, power or privilege, nor any single or partial exercise
        of any such right, power or privilege, preclude any further exercise thereof
        or
        the exercise of any other such right, power or privilege.

       

      14.14.  Remedies.
        Subject
        to the terms and conditions of Section 16 hereof, all of the rights and
        remedies of either party under this Agreement and the other Transaction
        Documents are intended to be distinct, separate, and cumulative, and no such
        right or remedy herein or therein mentioned is intended to be in exclusion
        of or
        a waiver of any other rights or remedies that either party may otherwise
        have at
        law or in equity.

       

      14.15.  No
        Presumption.
        This
        Agreement is the result of extensive negotiations between the parties, which
        were all represented by counsel. The parties acknowledge and agree that in
        the
        event that any dispute arises regarding the interpretation or construction
        of
        this Agreement, this Agreement shall not be strictly construed against any
        party
        hereto by reason of the rule of construction that a document is to be construed
        more strictly against the party which drafted the agreement.

       

      14.16.  Invalidity.
        If any
        term, provision, covenant or restriction of this Agreement or the application
        thereof to any person or circumstance shall, to any extent, be held by a
        court
        of competent jurisdiction to be invalid, void or unenforceable, Sellers and
        Buyers shall direct that such court interpret and apply the remainder of
        this
        Agreement in the manner that it determines most closely effectuates their
        intent
        in entering into this Agreement, and in doing so particularly take into account
        the relative importance of the term, provision, covenant or restriction being
        held invalid, void or unenforceable.

       

      14.17.  Notices.
        All
        notices, requests, demands, waivers and other communications required or
        to be
        permitted to be given under this Agreement shall be in writing and shall
        be
        deemed to have been duly given: (a) if delivered personally or sent by facsimile
        or e-mail, on the date 

      
        
          
          

        

        
          21

          
            

          

        

        
          
          
    received,
          (b)
          if delivered by overnight courier, on the date received, and (c) if mailed,
          three (3) days after mailing with postage prepaid. Any such notice shall
          be sent
          as follows:

      

       

          If
        to
        Sellers: Litchfield
        Investment Company, L.L.C.

          24
        Bank
        Street

          New
        Milford,
        Connecticut 06776

          Attention:
        Bruce Weinstein

          Telephone:
        800-350-0725

          E-mail:
        bruce@litchfieldcompanies.com

       

          With
        a copy
        to: Owens,
        Clary & Aiken, L.L.P.

          700
        North
        Pearl Street, Suite 1600

          Dallas,
        Texas
        75201

          Attention:
        Leighton Aiken, Esq.

          Telephone:
        214-698-2103 

          E-mail:
        laiken@oca-law.com

       

          If
        to
        Buyers: c/o
        Omega
        Healthcare Investors, Inc.

          9690
        Deereco
        Road, Suite 100

          Timonium,
        Maryland 21093

          Attention:
        Daniel J. Booth

          Telephone:
        410-427-8824

          E-mail:
        dbooth@omegahealthcare.com

       

          With
        a copy
        to: LeBoeuf,
        Lamb, Greene & MacRae LLP

          125
        West 55th
        Street

          New
        York, New
        York 10019

          Attention:
        John R. Fallon, Jr., Esq.

          Telephone:
        212-424-8279

          E-mail:
        jrfallon@llgm.com

       

      or
        to
        such other person and/or address as shall have been specified by either party
        in
        a notice given to the other; provided,
        that
        such notice shall be effective only upon receipt.

       

      14.18.  No
        Recordation of this Agreement.
        Neither
        Buyers nor Sellers shall record this Agreement or a memorandum of this
        Agreement.

       

      14.19.  Time
        Periods.
        If the
        time period by which any acts or payments required hereunder must be performed
        or paid expires on a Saturday, Sunday or legal holiday, then such time period
        shall be automatically extended to the close of business on the next regularly
        scheduled business day.

       

      14.20.  Legal
        and Transaction Costs.
        Without
        regard to whether (a) the transaction closes or (b) if the transaction
        does not close, the reason why it does not close, the responsibility for
        transaction costs and expenses, as between Sellers and Buyers shall be as
        follows: Sellers and Buyers shall pay for their own legal counsel fees and
        expenses, Sellers shall pay the premium costs for the title insurance to
        be
        issued to Buyers and the costs and expenses to update the Surveys, and Buyers
        shall pay all other due diligence 

      
        
          
          

        

        
          22

          
            

          

        

        
          
          
    costs,
          including appraisals, UCC and litigation searches, zoning letters, and
          environmental and property condition reports. All real property transfer
          taxes,
          sales taxes and other taxes regarding transfer of the Properties shall
          be paid
          by Sellers and, in accordance with Section 11.1 hereof, all Rent as defined
          in and with respect to the Peak Master Lease shall be prorated between
          the
          applicable Sellers and OHI-CO as of the Closing Date. The provisions of
          this
          Section 14.20 shall survive any termination of this Agreement or the
          Closing.

      

       

      14.21.  Prevailing
        Party.
        In the
        event of a dispute between Sellers and Buyers with respect to the
        interpretation, enforcement, construction or operation of the terms and
        conditions of this Agreement and the other Transaction Documents, the prevailing
        party in connection with the resolution of such dispute, whether in a court
        proceeding, arbitration or otherwise, shall be entitled to collect from the
        other party its reasonable attorneys' fees, costs and expenses, including
        its
        costs, fees and expenses in connection with any appeals or enforcement of
        an
        attorney's fee award.

       

      14.22.  Confidentiality.
        From
        the date of this Agreement, Sellers and Buyers agree to keep the contents
        of
        this Agreement and any discussions between the parties relating to this matter
        confidential and not to disclose the contents of this Agreement or such
        discussions to any third-party (except Sellers' lender, the Tenants, the
        attorneys, accountants or consultants hired by Sellers and Buyers and except
        for
        required SEC or other governmental agency disclosures) without the prior
        written
        consent of Sellers or Buyers, as applicable, except as may be required to
        enforce a party's rights hereunder or as a party may be legally required.
        Either
        Buyers' or Sellers' breach of the provisions of this Section 14.22 shall
        entitle the other to seek judicial or equitable remedies, including, but
        not
        limited to, injunctive relief.

       

      14.23.  Exclusivity.
        Sellers, on behalf of themselves and their respective affiliates, agree not
        to
        enter into discussions or negotiations with, or furnish any information to,
        any
        party regarding a transaction relating to the sale, financing, managing or
        leasing of the Properties, unless this Agreement is terminated.

       

      15.  Sellers'
        and Buyers' Indemnifications.

       

      15.1.  Sellers'
        Indemnification.
        Subject
        to the limitations on liability and damages set forth in Section 16 hereof,
        Sellers shall jointly and severally indemnify and hold harmless Buyers and
        their
        respective affiliates, officers, members, directors, shareholders, employees,
        agents and assigns (collectively, the "Buyers Indemnified Parties") from
        and
        against any and all damages, losses, liabilities, obligations, claims, actions,
        suits, proceedings, investigations, demands, assessments, judgments, penalties,
        sanctions, costs, expenses, and disbursements (including, without limitation,
        reasonable attorneys' and consultants' fees and expenses), whether or not
        subject to litigation (collectively, "Claims") of any kind or character imposed
        upon, arising out of, in connection with, incurred or in any way attributed
        to
        or relating to (a) the breach or failure of any representation, warranty,
        covenant or obligation of Sellers that is contained in this Agreement or
        any
        other Sellers Transaction Documents, (b) the use, operation, ownership or
        management of the Properties covered by the HQM Master Lease and the Nexion
        

      
        
          
          

        

        
          23

          
            

          

        

        
          
          
Master
          Lease accruing or arising prior to November 1, 2002, (c) except for any
          matters
          described on Schedule
          15.1(c)
          hereto,
          provided Sellers have Sellers' Knowledge regarding the following having
          accrued
          or arose prior to November 1, 2002, (i) any of the Properties not being
          in
          compliance in all material respects with any applicable Environmental Laws,
          (ii)
          Hazardous Substances being located on or at any of the Properties, (iii)
          Environmental Claims being made against any of the Properties, (iv) Remedial
          Action being taken in respect of any of the Properties and (v) any written
          notice or written complaint from any Governmental Entity or third-party
          alleging
          the failure of any of the Properties to comply with any Environmental Laws,
          (d)
          except for any matters described on Schedule
          15.1(c)
          hereto,
          provided Sellers have Sellers' Knowledge obtained solely by virtue of written
          notice received by Sellers at Sellers' Office regarding the following having
          accrued or arose after November 1, 2002, (i) any of the Properties not
          being in
          compliance in all material respects with any applicable Environmental Laws,
          (ii)
          Hazardous Substances being located on or at any of the Properties, (iii)
          Environmental Claims being made against any of the Properties, (iv) Remedial
          Action being taken in respect of any of the Properties and (v) any written
          notice or written complaint from any Governmental Entity or third-party
          alleging
          the failure of any of the Properties to comply with any Environmental Laws,
          (e) any and all Claims asserted by The ARBA Group (including any affiliates
          or owners of The ARBA Group), (f) any indemnification obligations of the
          applicable Sellers as Landlord under Section 15.10 of the Peak Master Lease
          accruing or arising prior to the date of Closing, and (g) Claims asserted
          by
          Peak No. 2 with respect to the renewal provisions in Section 2.2 of the
          Peak
          Master Lease; provided,
          however,
          that
          Sellers indemnification obligations with respect to this subsection (g)
          shall be
          limited to payment of the first Two Hundred Fifty Thousand Dollars ($250,000)
          of
          litigation costs and expenses incurred by OHI-CO in the defense of any
          lawsuit
          filed against OHI-CO by Peak No. 2 arising from any renewal obligations
          that
          OHI-CO may have as Landlord under Section 2.2 of the Peak Master Lease;
          provided,
          further,
          that
          any indemnification payments by Sellers under this subsection (g) shall
          be
          excluded from Sellers' limitation for damages under Section 16.3 hereof.
          

      

       

      15.2.  Sellers'
        Indemnification Procedure.
        If the
        Buyers Indemnified Parties assert that Sellers are subject to a Claim for
        indemnification pursuant to Section 15.1, the Buyers Indemnified Parties
        shall
        promptly notify Sellers in writing of the Claim and shall describe in such
        notice the Claim in sufficient detail in order to permit Sellers to evaluate
        the
        nature and cause of the Claim. Sellers covenant and agree to defend, through
        counsel retained by Sellers, which retention shall be reasonably approved
        by
        Buyers, the Buyers Indemnified Parties on account of any of said Claims and
        to
        pay any judgment against the Buyers Indemnified Parties, or any other amount
        that is indicated in Section 15.1, along with all reasonable costs and expenses
        relative to any Claims, including attorneys' fees and expenses; provided,
        that
        the Buyers Indemnified Parties shall, nevertheless, have the right, if they
        so
        elect and at their sole cost and expense, to participate (with counsel of
        their
        choosing, which counsel must be approved by Sellers, which approval may not
        be
        unreasonably withheld) in the defense of any such Claims in which they may
        be a
        party without relieving Sellers of the obligation to defend same. To the
        extent
        applicable, the Buyers Indemnified Parties covenant not to settle or compromise
        any Claims without the prior written consent of Sellers, which consent may
        not
        be unreasonably withheld. Failure to comply with the preceding covenant shall
        be
        deemed a complete waiver of any rights 

      
        
          
          

        

        
          24

          
            

          

        

        
          
          
that
          the
          Buyers Indemnified Parties have or may have under Sections 15.1 and 15.2.
          Any
          required indemnification payment shall be made within fifteen (15) days
          after
          liability for and the amount of the indemnification payment is finally
          determined.

      

       

      15.3.  Buyers'
        Indemnification.
        Subject
        to the limitations on liability and damages set forth in Section 16 hereof,
        Buyers shall jointly and severally indemnify and hold harmless Sellers and
        their
        respective affiliates, officers, members, directors, shareholders, employees,
        agents and assigns (collectively, the "Sellers Indemnified Parties") from
        and
        against any and all Claims of any kind or character imposed upon, arising
        out
        of, in connection with, incurred or in any way attributed to or relating
        to (a)
        the breach or failure of any representation, warranty, covenant or obligation
        of
        Buyers that is contained in this Agreement or any other Buyers Transaction
        Documents, (b) any activities conducted at or upon the Properties involving
        due
        diligence activities by or for Buyers under this Agreement, except if such
        Claims are caused by the gross negligence or willful misconduct of Tenants
        and
        (c) any indemnification obligations of OHI-CO as Landlord under Section 15.10
        of
        the Peak Master Lease accruing or arising on or after the date of
        Closing.

       

      15.4.  Buyers'
        Indemnification Procedure.
        If the
        Sellers Indemnified Parties assert that Buyers are subject to a Claim for
        indemnification pursuant to Section 15.3, the Sellers Indemnified Parties
        shall
        promptly notify Buyers in writing of the Claim and shall describe in such
        notice
        the Claim in sufficient detail in order to permit Buyers to evaluate the
        nature
        and cause of the Claim. Buyers covenant and agree to defend, through counsel
        retained by Buyers which retention shall be reasonably approved by Sellers,
        the
        Sellers Indemnified Parties on account of any of said Claims and to pay any
        judgment against the Sellers Indemnified Parties, or any other amount that
        is
        indicated in Section 15.3, along with all reasonable costs and expenses
        relative to any Claims, including attorneys' fees and expenses; provided,
        that
        the Sellers Indemnified Parties shall, nevertheless, have the right, if they
        so
        elect and at their sole cost and expense, to participate (with counsel of
        their
        choosing, which counsel must be approved by Buyers, which approval may not
        be
        unreasonably withheld) in the defense of any such Claims in which they may
        be a
        party without relieving Buyers of the obligation to defend same. To the extent
        applicable, the Sellers Indemnified Parties covenant not to settle or compromise
        any Claims without the prior written consent of Buyers, which consent may
        not be
        unreasonably withheld. Failure to comply with the preceding covenant shall
        be
        deemed a complete waiver of any rights that the Sellers Indemnified Parties
        have
        or may have under Sections 15.3 and 15.4. Any required indemnification payment
        shall be made within fifteen (15) days after liability for and the amount
        of the
        indemnification payment is finally determined.

       

      16.  Limitations
        on Liability and Payment Obligations.

       

      16.1.  Sellers'
        Limitation on Liability.
        Under
        no circumstances whatsoever shall Sellers be liable for any loss of profits,
        loss of revenue, loss of business or other incidental, consequential, indirect,
        special, exemplary or punitive damages of any kind, arising out of or in
        connection with any and all Claims under Section 15.1 hereof, any and all
        other
        liabilities under this Agreement and the other Transaction Documents, and/or
        any
        of the transactions contemplated by this Agreement and the other Transaction
        Documents. 

       

      
        
          
          

        

        
          25

          
            

          

        

        
          
          

        

      

      16.2.  No
        Personal Liability of Sellers' Members.
        All
        representations, warranties, covenants, duties, obligations and liabilities
        of
        Sellers shall be the sole responsibility of Sellers and shall be recourse
        solely
        to Sellers and their assets; provided,
        that
        Buyers' sole recourse is the Letter of Credit with respect to those Claims
        under
        Section 15.1 hereof and those breaches under this Agreement and the other
        Transaction Documents for which Sellers' liability for damages is limited
        under
        Section 16.3 hereof. Under no circumstances whatsoever shall any member,
        manager, officer, director, shareholder, employee or representative of Sellers
        be deemed personally liable, in contract, tort or otherwise, for any such
        representations, warranties, covenants, duties, obligations and liabilities
        arising out of or under this Agreement or the other Transaction Documents.
        

       

      16.3.  Limitation
        on Sellers' Liability for Damages.
        EXCEPT
        FOR ANY BREACH OF THE REPRESENTATIONS AND WARRANTIES SET FORTH IN SECTIONS
        6.1.1, 6.1.2, 6.1.3 AND 6.1.7 HEREOF AND CLAIMS UNDER SECTIONS 15.1(b), 15.1(c),
        15.1(d) AND 15.1(e) HEREOF, SELLERS' MAXIMUM AGGREGATE LIABILITY FOR DAMAGES
        WITH RESPECT TO CLAIMS UNDER SECTION 15.1 HEREOF AND ANY BREACH OF A
        REPRESENTATION, WARRANTY, COVENANT, OBLIGATION, TERM OR CONDITION UNDER THIS
        AGREEMENT AND THE OTHER TRANSACTION DOCUMENTS IS EXPRESSLY LIMITED TO THE
        SUM OF
        THREE MILLION DOLLARS ($3,000,000) IN THE EVENT THE CLOSING TAKES PLACE.
        EXCEPT
        FOR ANY BREACH OF THE RERESENTATIONS AND WARRANTIES SET FORTH IN SECTIONS
        6.1.1,
        6.1.2, 6.1.3 AND 6.1.7 HEREOF AND CLAIMS UNDER SECTIONS 15.1(b), 15.1(c),
        15.1(d) AND 15.1(e) HEREOF, IT IS HEREBY AGREED TO BY SELLERS AND BUYERS
        THAT
        THIS SECTION 16.3 IS, AND SHALL SERVE AS, A LIMITATION ON SELLERS' LIABILITY
        FOR
        DAMAGES IN RESPECT OF CLAIMS UNDER SECTION 15.1 HEREOF AND ANY OTHER BREACHES
        DESCRIBED IN THIS SECTION 16.3. 

       

                     
        16.3.1.  Buyers'
        Recourse Against Letter of Credit.
        As set
        forth in this Section 16.3.1 and in the L/C Agreement, it is hereby agreed
        to by
        the parties that the Letter of Credit shall be the sole recourse for any
        obligation or liability owed by Sellers (or any one of them) to Buyers (or
        any
        one of them) with respect to those Claims under Section 15.1 hereof and those
        breaches of any representation, warranty, covenant, obligation, term or
        condition under this Agreement and the other Transaction Documents for which
        Sellers' liability for damages is limited under Section 16.3 hereof, and
        no
        other assets of Sellers (and Sellers' members) can be utilized or executed
        upon
        to satisfy or pay any liability or obligation owed by Sellers to Buyers with
        respect to those Claims under Section 15.1 hereof and those breaches under
        this
        Agreement and the other Transaction Documents for which Sellers' liability
        for
        damages is limited under Section 16.3 hereof. 

       

      16.4.  Intentionally
        Deleted. 

       

      16.5.  Buyers'
        Limitation on Liability.
        Under
        no circumstances whatsoever shall Buyers be liable for any loss of profits,
        loss
        of revenue, loss of business, or other incidental, consequential, indirect,
        special, exemplary or punitive damages of any kind, arising out of or in
        connection with all Claims under Section 15.3 hereof, all other 

      
        
          
          

        

        
          26

          
            

          

        

        
          
          
    liabilities
          under this Agreement and the other Transaction Documents, and/or any of
          the
          transactions contemplated by this Agreement and the other Transaction Documents.
          

      

       

      16.6.  No
        Personal Liability of Buyers' Officers.
        All
        representations, warranties, covenants, duties, obligations and liabilities
        of
        Buyers shall be the sole responsibility of Buyers and shall be recourse solely
        to Buyers and their assets. Under no circumstances whatsoever shall any member,
        manager, officer, director, shareholder, employee or representative of Buyers
        be
        deemed personally liable, in contract, tort or otherwise, for any such
        representations, warranties, covenants, duties, obligations and liabilities
        arising out of or under this Agreement or the other Transaction
        Documents.

       

      16.7.  Limitation
        on Buyers' Liability for Damages.
        EXCEPT
        AS OTHERWISE PROVIDED IN SECTION 16.8 HEREOF, BUYERS' MAXIMUM AGGREGATE
        LIABILITY FOR DAMAGES WITH RESPECT TO CLAIMS UNDER SECTION 15.3 HEREOF AND
        ANY
        BREACH OF A REPRESENTATION, WARRANTY, COVENANT, OBLIGATION, TERM OR CONDITION
        UNDER THIS AGREEMENT AND THE OTHER TRANSACTION DOCUMENTS IS EXPRESSLY LIMITED
        TO
        THE SUM OF THREE MILLION DOLLARS ($3,000,000) IN THE EVENT THE CLOSING TAKES
        PLACE. EXCEPT AS OTHERWISE PROVIDED IN SECTION 16.8 HEREOF, IT IS HEREBY
        AGREED
        TO BY SELLERS AND BUYERS THAT THIS SECTION 16.7 IS, AND SHALL SERVE AS, A
        LIMITATION ON BUYERS' LIABILITY FOR DAMAGES IN RESPECT OF CLAIMS UNDER SECTION
        15.3 HEREOF AND ANY OTHER BREACHES DESCRIBED IN THIS SECTION 16.7. 

       

      16.8.  Exceptions
        to Limitation on Buyers' Liability for Damages.
        BUYERS'
        MAXIMUM AGGREGATE LIABILITY FOR DAMAGES WITH RESPECT TO ANY BREACH OF THE
        REPRESENTATIONS AND WARRANTIES SET FORTH IN SECTIONS 6.2.1, 6.2.2, 6.2.3
        AND
        6.2.4 HEREOF IS EXPRESSLY LIMITED TO THE SUM OF THE PURCHASE PRICE; PROVIDED,
        HOWEVER,
        THAT IN
        ANY SUCH ACTIONS INITIATED BY SELLERS AGAINST BUYERS, SELLERS WILL NOT OBJECT
        TO
        BUYERS' INSTITUTION OF A THIRD-PARTY ACTION. 

       

      17.  Survival
        of Indemnifications, Obligations, Representations and Warranties.
        Except
        as otherwise provided in Section 6.1.4 hereof, the indemnifications,
        obligations, representations and warranties contained in this Agreement and
        the
        other Transaction Documents shall survive the Closing and remain operative
        and
        in full force for a period of two (2) years from the date of Closing
        (the "Survival Termination Date"); provided,
        however,
        that
        any Claim, demand, lawsuit or other action must be made or asserted in writing
        to Sellers or Buyers, as the case may be, prior to the Survival Termination
        Date
        for such indemnifications and other liabilities and obligations of Sellers
        and
        Buyers, as the case may be, to survive the Survival Termination Date. Then,
        in
        such event, such Claim, demand, lawsuit or other action shall survive the
        Survival Termination Date until finally resolved.

       

      SIGNATURE
        PAGE FOLLOWS

       


      
        
          
          

        

        
          27

          
            

          

        

        
          
          

        

      


      IN
        WITNESS WHEREOF,
        the
        parties have duly executed and delivered this Contract of Sale as of the
        date
        first above written.

       

      SELLERS:

       

      LARAMIE
        ASSOCIATES, LLC

      CASPER
        ASSOCIATES, LLC

      NORTH
        12TH
        STREET ASSOCIATES, LLC

      NORTH
        UNION BOULEVARD ASSOCIATES, LLC

      JONES
        AVENUE ASSOCIATES, LLC

      LITCHFIELD
        INVESTMENT COMPANY, L.L.C.

      USTICK
        ROAD ASSOCIATES, LLC

      WEST
        24TH
        STREET ASSOCIATES, LLC

      NORTH
        THIRD STREET ASSOCIATES, LLC

      MIDWESTERN
        PARKWAY ASSOCIATES, LLC

      NORTH
        FRANCIS STREET ASSOCIATES, LLC

      WEST
        NASH STREET ASSOCIATES, LLC

      


       

      By: /s/
        Bruce Weinstein    

       

      Name: Bruce
        Weinstein    

                                     
        Title: Vice
        President and Member   

       

      


       

      


       

      BUYERS:

       

      OHI
        ASSET (LA), LLC

      NRS
        VENTURES, L.L.C.

      OHI
        ASSET (CO), LLC

       

      
        	 	
                By:

              	
                Omega
                  Healthcare Investors, Inc., as the Sole Member of each of the
                  companies

              


      

       

      By: /s/
        Daniel J. Booth   

       

      Name: Daniel
        J. Booth   

                                      Title: Chief
        Operating Officer  

       

      


      


      
        
          
          

        

        
          28

          
            

          

        

        
          
          

        

      


      SCHEDULES
        AND EXHIBITS

       

      
        	
                Exhibit
                  A

              	
                Sellers

              
	
                Exhibit
                  B

              	
                Buyers

              
	
                Exhibit
                  C

              	
                Descriptions
                  of Facilities

              
	
                Exhibit
                  D

              	
                Legal
                  Descriptions of Land

              
	
                Schedule
                  6.1.2

              	
                Power
                  and Authority

              
	
                Schedule
                  6.1.3

              	
                No
                  Conflict

              
	
                Schedule
                  6.1.6

              	
                Real
                  Estate

              
	
                Schedule
                  6.1.7

              	
                Litigation

              
	
                Schedule
                  7.1

              	
                Permitted
                  Exceptions

              
	
                Schedule
                  15.1(c)

              	
                Environmental
                  Matters

              


      

      


      



      EXHIBIT
        A

       

      


       

      SELLERS

       

      
        	
                SELLERS

                 

              	
                STATE
                  OF ORGANIZATION

                 

              
	
                Laramie
                  Associates, LLC

              	
                Colorado

              
	
                Casper
                  Associates, LLC

              	
                Colorado

              
	
                North
                  12th
                  Street Associates, LLC

              	
                Colorado

              
	
                North
                  Union Boulevard Associates, LLC

              	
                Colorado

              
	
                Jones
                  Avenue Associates, LLC

              	
                Colorado

              
	
                Litchfield
                  Investment Company, L.L.C.

              	
                Connecticut

              
	
                Ustick
                  Road Associates, LLC

              	
                Idaho

              
	
                West
                  24th
                  Street Associates, LLC

              	
                Texas

              
	
                North
                  Third Street Associates, LLC

              	
                Texas

              
	
                Midwestern
                  Parkway Associates, LLC

              	
                Texas

              
	
                North
                  Francis Street Associates, LLC

              	
                Texas

              
	
                West
                  Nash Street Associates, LLC

              	
                Texas

              


      

      


      


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      EXHIBIT
        B

       

      


       

      BUYERS

       

      
        	
                BUYERS

                 

              	
                STATE
                  OF ORGANIZATION

                 

              
	
                OHI
                  Asset (LA), LLC

              	
                Delaware

              
	
                NRS
                  Ventures, L.L.C.

              	
                Kentucky

              
	
                OHI
                  Asset (CO), LLC

              	
                Delaware

              


      

      


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      



      EXHIBIT
        C

       

      


       

      DESCRIPTIONS
        OF PROPERTIES/FACILITIES

       

      
        	
                PROPERTIES/

                FACILITIES

              	
                SELLERS

              	
                TENANTS

              	
                BUYERS

              	
                PROPERTY/FACILITY
                  ADDRESSES

              	
                PURCHASE
                  PRICE

              
	
                Cheyenne
                  Mountain Care Center

                 

              	
                Laramie
                  Associates, LLC

                 

              	
                Peak
                  Medical Colorado No. 2, Inc.

                 

              	
                OHI
                  Asset (CO), LLC

              	
                835
                  Tenderfoot Hill Road

                Colorado
                  Springs, Colorado 80906

                719-576-
                  8380

                719-576-5691
                  (fax)

                 

              	
                $9,622,000

                 

              
	
                Cheyenne
                  Place Retirement Center

                 

              	
                Casper
                  Associates, LLC

                 

              	
                Peak
                  Medical Colorado No. 2, Inc.

                 

              	
                OHI
                  Asset (CO), LLC

              	
                945
                  Tenderfoot Hill Road

                Colorado
                  Springs, Colorado 80906

                719-576-2122

                719-576-1352
                  (fax)

                 

              	
                $5,880,000

                 

              
	
                Mesa
                  Manor Care Center

                 

              	
                North
                  12th
                  Street Associates, LLC

                 

              	
                Peak
                  Medical Colorado No. 2, Inc.

                 

              	
                OHI
                  Asset (CO), LLC

              	
                2901
                  North 12th Street

                Grand
                  Junction, Colorado 81506

                970-243-7211

                970-245-5104
                  (fax)

                 

              	
                $5,239,000

                 

              
	
                Pikes
                  Peak Care Center

                 

              	
                North
                  Union Boulevard Associates, LLC

                 

              	
                Peak
                  Medical Colorado No. 2, Inc.

                 

              	
                OHI
                  Asset (CO), LLC

              	
                2719
                  North Union Boulevard

                Colorado
                  Springs, Colorado 80906

                719-636-1676

                719-636-9168
                  (fax)

                 

              	
                $11,225,000

                 

              
	
                Pueblo
                  Extended Care Center

                 

              	
                Jones
                  Avenue Associates, LLC

                 

              	
                Peak
                  Medical Colorado No. 2, Inc.

                 

              	
                OHI
                  Asset (CO), LLC

              	
                2611
                  Jones Avenue

                Pueblo,
                  Colorado 81004

                719-564-1735

                719-564-1501
                  (fax)

                 

              	
                $9,034,000

                 

              
	
                Fort
                  Myers Care & Rehabilitation Center

                 

              	
                Litchfield
                  Investment Company, L.L.C.

                 

              	
                HQM
                  of Ft. Myers, LLC

                 

              	
                NRS
                  Ventures, L.L.C.

              	
                13755
                  Gulf Club Parkway

                Fort
                  Myers, Florida 33919

                941-482-2848

                941-482-1370
                  (fax)

                 

              	
                $7,021,000

                 

              
	
                Heritage
                  Park Care & Rehabilitation Center

                 

              	
                Litchfield
                  Investment Company, L.L.C.

                 

              	
                HQM
                  of Bradenton, LLC

                 

              	
                NRS
                  Ventures, L.L.C.

              	
                2302
                  59th Street West

                Bradenton,
                  Florida 34209

                941-792-8480

                941-794-8905
                  (fax)

                 

              	
                $7,874,000

                 

              
	
                HQM
                  of Orange Park

                 

              	
                Litchfield
                  Investment Company, L.L.C.

                 

              	
                HQM
                  of Orange Park, LLC

                 

              	
                NRS
                  Ventures, L.L.C.

              	
                2029
                  Professional Center Drive

                Orange
                  Park, Florida 32073

                904-272-6194

                904-272-2085
                  (fax)

                 

              	
                $6,889,000

                 

              
	
                HQM
                  of Palm Bay

                 

              	
                Litchfield
                  Investment Company, L.L.C.

                 

              	
                HQM
                  of Palm Bay, LLC

                 

              	
                NRS
                  Ventures, L.L.C.

              	
                1515
                  Port Malabar Boulevard

                Palm
                  Bay, Florida 32905

                407-723-1235

                407-951-2630
                  (fax)

                 

              	
                $7,874,000

                 

              
	
                HQM
                  of Port Charlotte

                 

              	
                Litchfield
                  Investment Company, L.L.C.

                 

              	
                HQM
                  of Port Charlotte, LLC

                 

              	
                NRS
                  Ventures, L.L.C.

              	
                4033
                  Beaver Lane

                Port
                  Charlotte, Florida 33952

                941-625-3200

                941-624-2358
                  (fax)

                 

              	
                $10,760,000

                 

              
	
                Kenilworth
                  Care & Rehabilitation Center

                 

              	
                Litchfield
                  Investment Company, L.L.C.

                 

              	
                HQM
                  of Sebring, LLC

                 

              	
                NRS
                  Ventures, L.L.C.

              	
                3011
                  Kenilworth Boulevard

                Sebring,
                  Florida 33870

                863-382-2153

                863-382-2039
                  (fax)

                 

              	
                $6,824,000

                 

              
	
                Winter
                  Park Care & Rehabilitation Center

                 

              	
                Litchfield
                  Investment Company, L.L.C.

                 

              	
                HQM
                  of Winter Park, LLC

                 

              	
                NRS
                  Ventures, L.L.C.

              	
                2970
                  Scarlet Road

                Winter
                  Park, Florida 32792

                407-671-8030

                407-671-3746
                  (fax)

                 

              	
                $6,758,000

                 

              
	
                Capitol
                  Care Center

                 

              	
                Ustick
                  Road Associates, LLC

                 

              	
                Peak
                  Medical Colorado No. 2, Inc.

                 

              	
                OHI
                  Asset (CO), LLC

              	
                8211
                  Ustick Road

                Boise,
                  Idaho 83704

                208-375-3700

                208-322-0390
                  (fax)

                 

              	
                $5,000,000

                 

              
	
                Gonzales
                  Healthcare Center

                 

              	
                Litchfield
                  Investment Company, L.L.C.

                 

              	
                Nexion
                  Health at Gonzales, Inc.

                 

              	
                OHI
                  Asset (LA), LLC

              	
                905
                  W. Cornerview Road

                Gonzales,
                  Louisiana 70737

                504-647-7841

                504-644-8409
                  (fax)

                 

              	
                $3,720,000

                 

              
	
                Kaplan
                  Healthcare Center

                 

              	
                Litchfield
                  Investment Company, L.L.C.

                 

              	
                Nexion
                  Health at Kaplan, Inc.

                 

              	
                OHI
                  Asset (LA), LLC

              	
                1300
                  West 8th Street

                Kaplan,
                  Louisiana 70548

                318-643-2300

                318-643-1579
                  (fax)

                 

              	
                $3,600,000

                 

              
	
                Lafayette
                  Healthcare Center

                 

              	
                Litchfield
                  Investment Company, L.L.C.

                 

              	
                Nexion
                  Health at Lafayette, Inc.

                 

              	
                OHI
                  Asset (LA), LLC

              	
                325
                  Bacque Crescent Drive

                Lafayette,
                  Louisiana 70503

                318-232-0299

                318-237-8162
                  (fax)

                 

              	
                $1,800,000

                 

              
	
                Many
                  Healthcare North

                 

              	
                Litchfield
                  Investment Company, L.L.C.

                 

              	
                Nexion
                  Health at Many North, Inc.

                 

              	
                OHI
                  Asset (LA), LLC

              	
                120
                  Natchitoches Highway 6 East

                Many,
                  Louisiana 71449

                318-256-9233

                318-256-0739
                  (fax)

                 

              	
                $3,840,000

                 

              
	
                Many
                  Healthcare South

                 

              	
                Litchfield
                  Investment Company, L.L.C.

                 

              	
                Nexion
                  Health at Many South, Inc.

                 

              	
                OHI
                  Asset (LA), LLC

              	
                255
                  Middle Creek Road

                Many,
                  Louisiana 71449

                318-256-6281

                318-256-0741
                  (fax)

                 

              	
                $1,800,000

                 

              
	
                Marrero
                  Healthcare Center

                 

              	
                Litchfield
                  Investment Company, L.L.C.

                 

              	
                Nexion
                  Health at Marrero, Inc.

                 

              	
                OHI
                  Asset (LA), LLC

              	
                5301
                  August Lane

                Marrero,
                  Louisiana 70072

                504-341-3658

                504-347-3754
                  (fax)

                 

              	
                $4,020,000

                 

              
	
                Meadowview
                  Healthcare Center

                 

              	
                Litchfield
                  Investment Company, L.L.C.

                 

              	
                Nexion
                  Health at Minden, Inc.

                 

              	
                OHI
                  Asset (LA), LLC

              	
                400
                  Meadowview Drive

                Minden,
                  Louisiana 71055

                318-377-1011

                318-377-9814
                  (fax)

                 

              	
                $6,900,000

                 

              
	
                New
                  Iberia Manor North

                 

              	
                Litchfield
                  Investment Company, L.L.C.

                 

              	
                Nexion
                  Health at New Iberia North, Inc.

                 

              	
                OHI
                  Asset (LA), LLC

              	
                1803
                  Jane Street

                New
                  Iberia, Louisiana 70560

                318-365-2466

                318-365-2460
                  (fax)

                 

              	
                $3,630,000

                 

              
	
                New
                  Iberia Manor South

                 

              	
                Litchfield
                  Investment Company, L.L.C.

                 

              	
                Nexion
                  Health at New Iberia South, Inc.

                 

              	
                OHI
                  Asset (LA), LLC

              	
                600
                  Bayard Street

                New
                  Iberia, Louisiana 70562

                318-365-3441

                318-365-0879
                  (fax)

                 

              	
                $2,400,000

                 

              
	
                Claiborne
                  Healthcare Center

                 

              	
                Litchfield
                  Investment Company, L.L.C.

                 

              	
                Nexion
                  Health at Claiborne, Inc.

                 

              	
                OHI
                  Asset (LA), LLC

              	
                1536
                  Claiborne Avenue

                Shreveport,
                  Louisiana 71101

                318-631-3426

                318-636-4936
                  (fax)

                 

              	
                $2,580,000

                 

              
	
                Thibodaux
                  Healthcare Center

                 

              	
                Litchfield
                  Investment Company, L.L.C.

                 

              	
                Nexion
                  Health at Thibodaux, Inc.

                 

              	
                OHI
                  Asset (LA), LLC

              	
                1300
                  LaFourche Drive

                Thibodaux,
                  Louisiana 70301

                504-446-1332

                504-446-3974
                  (fax)

                 

              	
                $1,740,000

                 

              
	
                Vivian
                  Healthcare Center

                 

              	
                Litchfield
                  Investment Company, L.L.C.

                 

              	
                Nexion
                  Health at Vivian, Inc.

                 

              	
                OHI
                  Asset (LA), LLC

              	
                912
                  S. Pecan Street

                Vivian,
                  Louisiana 71082

                318-375-2203

                318-375-2866
                  (fax)

                 

              	
                $2,400,000

                 

              
	
                Pierremont
                  Healthcare Center

                 

              	
                Litchfield
                  Investment Company, L.L.C.

                 

              	
                Nexion
                  Health at Pierremont, Inc.

                 

              	
                OHI
                  Asset (LA), LLC

              	
                725
                  Mitchell Lane

                Shreveport,
                  Louisiana 71106

                318-868-2789

                318-868-6375
                  (fax)

                 

              	
                $5,880,000

                 

              
	
                Plainview
                  Healthcare Center

                 

              	
                West
                  24th
                  Street Associates, LLC

                 

              	
                Nexion
                  Health at Plainview, Inc.

                 

              	
                OHI
                  Asset (LA), LLC

              	
                2510
                  West 24th Street

                Plainview,
                  Texas 79072-1884

                806-296-5584

                806-296-9757
                  (fax)

                 

              	
                $5,293,000

                 

              
	
                Iowa
                  Park Healthcare Center

                 

              	
                North
                  Third Street Associates, LLC

                 

              	
                Nexion
                  Health at Iowa Park, Inc.

                 

              	
                OHI
                  Asset (LA), LLC

              	
                1109
                  North 3rd Street

                Iowa
                  Park, Texas 76367

                817-592-4139

                817-592-4799
                  (fax)

                 

              	
                $3,739,000

                 

              
	
                Midwestern
                  Healthcare Center

                 

              	
                Midwestern
                  Parkway Associates, LLC

                 

              	
                Nexion
                  Health at Wichita Falls, Inc.

                 

              	
                OHI
                  Asset (LA), LLC

              	
                601
                  Midwestern Parkway

                Wichita
                  Falls, Texas 76302-2499

                817-723-0885

                817-723-0634
                  (fax)

                 

              	
                $5,828,000

                 

              
	
                Terrell
                  Manor

                 

              	
                North
                  Francis Street Associates, LLC

                 

              	
                Nexion
                  Health at Terrell Manor, Inc.

                 

              	
                OHI
                  Asset (LA), LLC

              	
                1800
                  North Frances Street

                Terrell,
                  Texas 75160

                972-563-2652

                972-563-0828
                  (fax)

                 

              	
                $4,565,000

                 

              
	
                Terrell
                  Healthcare Center

                 

              	
                West
                  Nash Street Associates, LLC

                 

              	
                Nexion
                  Health at Terrell, Inc.

                 

              	
                OHI
                  Asset (LA), LLC

              	
                204
                  West Nash Street

                Terrell,
                  Texas 75160-2607

                972-563-7668

                972-563-2769
                  (fax)

                 

              	
                $6,265,000

                 

              


      

      


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      EXHIBIT
        D

       

      


       

      LEGAL
        DESCRIPTIONS OF LAND

       

       

      SEE
        ATTACHED

       

      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      SCHEDULE
        6.1.2

       

       

      POWER
        AND AUTHORITY

       

       

      SEE
        ATTACHED 

       

      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      SCHEDULE
        6.1.3

       


      NO
        CONFLICT

       

       

      SEE
        ATTACHED

       

      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      SCHEDULE
        6.1.6

       

       

       

      REAL
        ESTATE

       

       

      SEE
        ATTACHED

       

      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      SCHEDULE
        6.1.7

       

      
 

      LITIGATION

       

       

      SEE
        ATTACHED

       

      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      SCHEDULE
        7.1

       

      
 

      PERMITTED
        EXCEPTIONS

       

      Zoning,
        use, and building laws, codes, regulations, and ordinances, and all other
        similar legal requirements, applicable to the Properties.

       

      The
        state of facts the final updated Surveys and personal inspections of the
        Properties would show and are not objected to by Buyers under Section 7.4
        hereof.

       

      Real
        estate taxes, water charges, and sewer rents that become due and payable
        after
        the date of the Closing (which shall be subject to the apportionment provided
        for in this Agreement).

       

      Unpaid
        installments of assessments that become due and payable after the date of
        the
        Closing.

       

      All
        covenants, conditions, restrictions, and easements of record applicable to
        the
        Properties and not objected to by Buyers under Section 7.4
        hereof.

       

      Rights
        of utility companies to lay, maintain, install, and repair pipes, poles,
        conduits, cable boxes and similar and related utility facilities and equipment
        on, over, and under the Properties.

       

      Rights,
        if any, of third-parties with respect to any portion of the Properties lying
        within the boundaries of a public or private road (subject to amendment or
        deletion upon approval of the final updated Surveys).

       

      All
        matters described in the Commitments and the updated Surveys that are not
        objected to by Buyers in accordance with Section 7.4 hereof or are waived
        or are
        deemed waived by Buyers as a result of the purchase of the Properties at
        the
        Closing.

       

      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      SCHEDULE
        15.1(C)

       

      
 

      ENVIRONMENTAL
        MATTERS

       

       

      SEE
        ATTACHED