EXHIBIT
10.13.2




__________________________________________




SECOND
AMENDMENT TO


SECOND
AMENDED AND RESTATED




MASTER
LEASE AGREEMENT




__________________________________________









Among




OMEGA
HEALTHCARE INVESTORS, INC.









THE
LESSOR ENTITIES IDENTIFIED ON THE SIGNATURE PAGE HEREOF




THE
LESSEE ENTITIES IDENTIFIED ON THE SIGNATURE PAGE HEREOF









AND









THE
GUARANTOR ENTITIES IDENTIFIED ON THE SIGNATURE PAGE HEREOF




Dated As
Of









February 26, 2009





SECOND
AMENDMENT TO


SECOND
AMENDED AND RESTATED


MASTER
LEASE AGREEMENT





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




RECITALS




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




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




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




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




1.  Definitions.




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





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




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


1





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





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





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





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





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





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




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




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




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




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




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




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


2




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




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





2.  Landlord Sponsored
Projects.




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




(b)           Project
Description.  Lessor shall submit to Lessee, for Lessee’s
review and approval, which approval shall not be unreasonably withheld, a
reasonably detailed description of the Structural Project (the “Proposed Project
Description”), along with a proposed timeline for completion of the
Structural Project, which timeline shall include the anticipated Substantial
Completion Date (the “Proposed Structural Project
Timeline”), a proposed budget with respect thereto (the “Proposed Structural Project
Budget”) and Lessor’s estimate of the adjustment to the Base Rent, which
adjustment shall be calculated in accordance with the terms of the Existing
Lease, that is reasonably likely to occur upon completion of the construction
thereof (the “Proposed
Structural Project Rent Adjustment”). Lessor shall not commence the
proposed Structural Project until each of the Proposed Structural Project
Description, the Proposed Structural Project Timeline, the Proposed Structural
Project Budget and the Proposed Structural Project Rent Adjustment have been
approved by Lessee and once approved by Lessee such document shall be
collectively referred to herein as the “Approved Structural Project
Documents.”  Lessor and Lessee acknowledge and agree that the
actual adjustment to Base Rent shall be calculated based upon the actual funds
expended by Lessor, and not on the Proposed Structural Project Budget or on the
Approved Structural Project Documents. Lessee acknowledges and agrees that the
Proposed Structural Project Budget shall include (i) all reasonable costs
incurred by Lessor in connection with the Structural Project, including, but not
limited to, Lessor’s reasonable legal counsel and due diligence costs, title
insurance, survey, UCC searches and filing fees, if any, shall, and the fees of
Lessor’s Architect and (ii) Lessor’s financing costs related to the funds used
to pay for the Structural Project. In furtherance of the foregoing, during the
period from the Structural Project Start Date until the applicable Additional
Rent Commencement Date, financing costs on the portion of any Funded Amount
actually advanced for such Structural Project shall accrue at the rate of ten
percent (10%) per annum (such costs to be included within the definition of the
“Accrued Financing
Costs”).  Lessee acknowledges and agrees that the failure on
the part of Lessor to include any cost in the Proposed Structural Project Budget
or in the Approved Structural Project Documents, or to accurately estimate the
amount of any such cost, shall not preclude Lessor from including the full
amount of such cost in the Funded Amount.  In the month such financing
costs accrue, such financing costs shall be deemed to have been advanced as


3




(c)           General
Contractor.  Lessor’s obligation to undertake the Structural
Project shall be specifically conditioned on Lessor entering into a contract
with a general contractor acceptable to Lessor in the exercise of its sole and
absolute judgment and on terms and conditions acceptable to Lessor in the
exercise of its sole and absolute judgment.




(d)           Project
Management.  Lessor shall have the right, but not the
obligation, in connection with any Structural Project to engage Lessee (or one
or more of its Affiliates) to supervise the day to day construction and
completion of the Project pursuant to a project management agreement to be
entered into by Lessor and Lessee on terms and conditions acceptable to Lessor
in the exercise of its sole and absolute judgment (the “Project Management
Agreement”).   Lessee acknowledges and agrees that, for
purposes of Section 16.1.13 of the Master Lease, it shall be an Event of Default
under the Master Lease if Lessee defaults in its obligations under the Project
Management Agreement and such default is not cured within any cure period set
forth in the Project Management Agreement (as compared to in Section 16.1.13)
and the applicable Structural Project is not completed by the Target Completion
Date as a result of such uncured default under the Project Management
Agreement.




(e)           Character of
Construction.  All construction of the Structural Projects will
be of sound materials, in good and workmanlike manner, free and clear of all
liens, claims and encumbrances (other than the liens and security interests
securing the obligations of the Lessee under the Existing Lease), and in
compliance with all laws, ordinances, regulations and restrictions affecting the
applicable Eligible Facility and all requirements of all governmental
authorities having jurisdiction over the applicable Eligible Facility and of the
appropriate board of fire underwriters or other similar body, if any, and any
applicable health care authority.




(f)           Records and
Reports.  During the construction period and for a period of
six (6) months after the Additional Rent Commencement Date for a Structural
Improvement, Lessor will use commercially reasonable efforts to maintain
accurate and complete books and records relating to the Structural Project,
including, but not limited to, (i) copies and lists of all paid and unpaid bills
for labor and materials with respect to the Structural Project, (ii)
construction budgets and revisions thereof showing the estimated cost of the
Structural Projects and the source of the funds required at any given time to
complete and pay for the same, (iii) receipted bills or other evidence of
payment with respect to the cost of the Structural Project, and (iv) such
reports as to other matters relating to the Structural Project as Lessee may
reasonably request.




(g)           Access.  Notwithstanding
anything to the contrary contained in this Lease, Lessee will permit Lessor and
Lessor's representatives to have access to any Eligible Facility at which a
Structural Project is being performed at all reasonable times and to conduct
such investigations and inspections thereof as Lessor shall determine necessary,


4
 
  including
without limitation in connection with inspecting all work done, labor performed
and materials furnished in connection with each Structural
Project.  Lessee will cooperate with Lessor and its representatives
and agents during such inspections.  All inspections that may be
performed by Lessor and its agents will be exclusively for the benefit of Lessor
and will impose no obligation whatever upon Lessor for the benefit of any
person.  No inspection by Lessor will create any obligation on Lessor
other than the obligations otherwise specifically imposed on Lessor under this
Amendment or the terms of any construction documents related to the Structural
Project to which Lessor may be a party or relieve Lessee of any obligation it
may have under the Existing Lease.




(h)           Right to Withdraw a
Structural Project.  Notwithstanding anything to the contrary
set forth in this Section 2, Lessor shall have the right, on written notice to
Lessee, to withdraw a Structural Project prior to the commencement of
construction thereof.




(i)           Funding of a Structural
Project.  Lessor shall be solely responsible for the payment of
all Project Costs related to each Structural Project.




3.  Structural Project
Rent.




(a)           For
each Structural Project, commencing as of the Additional Rent Commencement Date,
either (i) the annual Litchfield Base Rent shall be increased by the Additional
Project Rent if such Structural Project is undertaken at a Litchfield Facility,
or (ii) the annual Non-Litchfield Base Rent shall be increased by the Additional
Project Rent if such Structural Project is undertaken at a Non-Litchfield
Facility.




(b)           From
and after the applicable Additional Rent Commencement Date, such Additional
Project Rent shall be part of the Litchfield Base Rent or Non-Litchfield Base
Rent, as applicable, for all purposes under this Lease, including, but not
limited to, annual increase as set forth in the Existing Lease pursuant to the
formulas set forth in the definitions of Litchfield Base Rent or Non-Litchfield
Base Rent, as applicable.




4.  Unavoidable
Delay.  Section 14 of the First Amendment is hereby amended and
restated in its entirety at follows:




14.           Unavoidable
Delay.  Upon the occurrence and during the continuance of an
Unavoidable Delay with respect to an Approved Project and the giving of written
notice thereof to Lessor, Lessee shall be temporarily released without any
liability on its part from the performance of its obligations to complete such
Approved Project, except for the obligation to pay any amounts due and owing
from Lessee (using the funds provided by Lessor under this Amendment, if
applicable), but only to the extent and only for the period that their
performance of each such obligation is prevented by the Unavoidable
Delay.  Upon the occurrence and during the continuance of an
Unavoidable Delay with respect to a Structural Project and the giving of written
notice thereof to Lessee, Lessor shall be temporarily released without any
liability on its part from the performance of its obligations to complete such
Structural Project, but only to the extent and only for the period that their
performance of each such obligation is prevented by the


5
 
 Unavoidable
Delay.  In each case, such notice shall include a description of the
nature of the Unavoidable Delay, and its cause and possible consequences. Lessee
or Lessor, as applicable, shall promptly notify the other party of the
termination of the event giving rise to the Unavoidable Delay.  During
the period that the performance by Lessee has been suspended by reason of an
Unavoidable Delay, Lessor may likewise suspend the performance of all or part of
its obligations under the First Amendment to the extent that such suspension is
commercially reasonable and, notwithstanding anything in this Lease to the
contrary, Lessor shall have no obligation to make disbursements of the Funded
Amount with respect to such Approved Project other than with respect to requests
for reimbursement submitted by Lessee for work completed at the applicable
Approved Project prior to the onset of any such Unavoidable
Delay.




5.  Expenses of
Lessor.  All reasonable costs incurred by Lessor in connection
with any Structural Project, including, but not limited to, Lessor’s reasonable
legal counsel and due diligence costs, title insurance, survey, UCC searches and
filing fees, if any, and the fees of Lessor’s Architect shall be added to the
Funded Amount for any Structural Project.




6.  Enforceability of
Lease.  Except as expressly and specifically set forth in this
Amendment, the Existing Lease remain unmodified and in full force and
effect.




7.  Execution and
Counterparts.  This Amendment may be executed in any number of
counterparts, each of which, when so executed and delivered, shall be deemed to
be an original, but when taken together shall constitute one and the same
Amendment.




8.  Headings;
Exhibits.  Section headings used in this Amendment are for
reference only and shall not affect the construction of the
Agreement.  All exhibits and attachments attached hereto are
incorporated herein by this reference.




9.  Entire
Agreement.  This Amendment together with the Existing Lease and
the other Transaction Documents is intended by the parties to be a complete and
exclusive statement of the agreement and understanding of the parties in respect
of the subject matter contained herein and therein.






SIGNATURES
ON FOLLOWING PAGE




6
 Signature
Pages To
 SECOND
AMENDMENT TO SECOND AMENDED AND RESTATED MASTER LEASE


IN
WITNESS WHEREOF, the parties hereby execute this Second Amendment to Second
Amended and Restated Master Lease effective as of the day and year first set
forth above.




LESSOR:




DELTA
INVESTORS I, LLC, a Maryland limited liability company, and


DELTA
INVESTORS II, LLC, a Maryland limited liability company


OHI
ASSET, LLC, a Delaware limited liability company


OHI ASSET
(CA), LLC, a Delaware limited liability company


OHI ASSET
(CO), LLC, a Delaware limited liability company


OHI ASSET
(ID), LLC, a Delaware limited liability company





By:
            OMEGA
      HEALTHCARE INVESTORS, INC., a Maryland corporation, Its
    Member







By:           /s/ Daniel J.
Booth


Name:      Daniel J.
Booth


Title:        Chief Operating
Officer




OHIMA,
INC., a Massachusetts corporation




By:           /s/ Daniel J.
Booth
 Name:      Daniel J.
Booth
 Title:        Chief Operating
Officer







OMEGA:




OMEGA
HEALTHCARE INVESTORS, INC., a Maryland corporation







By:           /s/ Daniel J.
Booth
 Name:      Daniel J.
Booth
 Title:        Chief Operating
Officer


Signature
Page - 1 of 4
 
 Signature
Pages To
 SECOND
AMENDMENT TO SECOND AMENDED AND RESTATED MASTER LEASE


STATE OF
MARYLAND                   )


)
ss.


COUNTY OF
BALTIMORE               )





This instrument was acknowledged before
me on the 26th
day of February, 2009, by
Daniel J.
Booth, the COO of OHIMA, Inc., a
Massachusetts corporation, and Omega Healthcare Investors, Inc., a Maryland
corporation, the sole member of Delta Investors I, LLC, a Maryland limited
liability company, Delta Investors II, LLC, a Maryland limited liability
company, OHI Asset, LLC, a Delaware limited liability company, OHI Asset (CA),
LLC, a Delaware limited
liability company, OHI Asset (CO), LLC, a Delaware limited liability company,
OHI Asset (ID), LLC, a Delaware limited liability company, on behalf of said
corporations and companies.





/s/ Judith A.
Jacobs


Notary Public, BaltimoreCounty,
MD


My commission expires: May 12,
2012


Signature
Page - 2 of 4
 
 Signature
Pages To
 SECOND
AMENDMENT TO SECOND AMENDED AND RESTATED MASTER LEASE







LESSEE:




SUNBRIDGE
CARE ENTERPRISES, INC., a Delaware corporation


SUNBRIDGE
CIRCLEVILLE HEALTH CARE CORP., an Ohio corporation


SUNBRIDGE
BECKLEY HEALTH CARE CORP., a West Virginia corporation


SUNBRIDGE
PUTNAM HEALTH CARE CORP., a West Virginia corporation


SUNBRIDGE
BRASWELL ENTERPRISES, INC., a California corporation


SUNBRIDGE
MEADOWBROOK REHABILITATION CENTER, a California corporation


SUNBRIDGE
DUNBAR HEALTH CARE CORP., a West Virginia corporation


SUNBRIDGE
MARION HEALTH CARE CORP., an Ohio corporation


SUNBRIDGE
SALEM HEALTH CARE CORP., a West Virginia corporation


SUNBRIDGE
REGENCY-NORTH CAROLINA, INC., a North Carolina corporation


SUNBRIDGE
HEALTHCARE CORPORATION, a New Mexico corporation


SUNBRIDGE
SHANDIN HILLS REHABILITATION CENTER, a California corporation


SUNBRIDGE
REGENCY-TENNESSEE, INC., a Tennessee corporation


FALMOUTH
HEALTHCARE, LLC, a Delaware limited liability company


MASHPEE
HEALTHCARE, LLC, a Delaware limited liability company


WAKEFIELD
HEALTHCARE, LLC, a Delaware limited liability company


WESTFIELD
HEALTHCARE, LLC, a Delaware limited liability company


PEAK
MEDICAL COLORADO NO. 2, INC., a Delaware corporation


PEAK
MEDICAL OF IDAHO, INC., a Delaware corporation


PEAK
MEDICAL OF BOISE, INC., a Delaware corporation







By:           /s/ Michael A. Montevideo


Name:      Michael A. Montevideo


Title:        Treasurer









GUARANTOR:




SUN
HEALTHCARE GROUP, INC., a Delaware corporation


PEAK
MEDICAL CORPORATION, a Delaware corporation


HARBORSIDE
HEALTHCARE CORPORATION, a Delaware corporation







By:           /s/ Michael A. Montevideo


Name:      Michael A. Montevideo


Title:        Treasurer Signature
Page - 3 of 4
 
 Signature
Pages To
 SECOND
AMENDMENT TO SECOND AMENDED AND RESTATED MASTER LEASE




STATE OF
CALIFORNIA                  )


) ss.


COUNTY OF
ORANGE                   )





This instrument was acknowledged before
me on the 26th
day of February, 2009, by
Michael A.
Montevideo, the Treasurer of Sun
Healthcare Group, Inc., a Delaware corporation, Peak Medical Corporation, a
Delaware corporation, Harborside Healthcare Corporation, a Delaware corporation,
SunBridge Care Enterprises, Inc., a Delaware corporation, SunBridge Circleville
Health Care Corp., an Ohio corporation, SunBridge Beckley Health Care Corp., a
West Virginia corporation, SunBridge Putnam Health Care Corp., a West Virginia
corporation, SunBridge Braswell Enterprises, Inc., a California corporation,
SunBridge Meadowbrook Rehabilitation Center, a California corporation, SunBridge
Dunbar Health Care Corp., a West Virginia corporation, SunBridge Marion Health
Care Corp., an Ohio corporation, SunBridge Salem Health Care Corp., a West
Virginia corporation, SunBridge Regency-North Carolina, Inc., a North Carolina
corporation, SunBridge Healthcare Corporation, a New Mexico
corporation,  SunBridge Shandin Hills Rehabilitation Center, a
California corporation, SunBridge Regency-Tennessee, Inc., a Tennessee
corporation, Falmouth Healthcare, LLC, a Delaware limited liability company,
Mashpee Healthcare, LLC, a Delaware limited liability company, Wakefield
Healthcare, LLC, a Delaware limited liability company, Westfield Healthcare,
LLC, a Delaware limited liability company, Peak Medical Colorado No. 2, Inc., a
Delaware corporation, Peak Medical of Idaho, Inc., a Delaware corporation, and
Peak Medical of Boise, Inc., a Delaware corporation, on behalf of said
corporations and companies.





/s/ Judith
Monk


Notary Public, Judith Monk County,
Orange


My commission expires:  Mar
11, 2010







Signature
Page - 4 of 4