EXHIBIT
10.13.1




__________________________________________




FIRST
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









August 26,
2008





FIRST
AMENDMENT TO


SECOND
AMENDED AND RESTATED


MASTER
LEASE AGREEMENT





THIS
FIRST AMENDMENT TO SECOND AMENDED AND RESTATED MASTER LEASE AGREEMENT (this
“Master
Lease”), is made and entered into on this 26th day of August, 2008 (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, (as amended, the “Existing Lease”),
pursuant to which, as of the Effective Date, 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 (i) reflect the new
Non-Litchfield Facilities Base Rent and certain other changes to the Existing
Lease after the sale by Lessor of, and termination of the Existing Lease with
respect to, the Future Transition Facilities, (ii) provide for a Lessor funded
capital improvement allowance; and (iii) increase the Base Rent payable under
the Existing Lease if and to the extent such capital improvement funds are
advance by Lessor to Lessee.




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.  Partial Termination of Lease
and Release of Lessees.




Lessor
and Lessee acknowledge and agree that the Proposed Sale of the Future Transition
Facilities  occurred as of July 1, 2008 and accordingly that from and
after such date (i) the Future Transition Facilities are no longer subject to
the terms of the Existing Lease and accordingly any and all references thereto
in the Existing Lease, including, but not limited to, in Exhibits A, B and C,
shall be and hereby are deleted, (ii) SunBridge Regency Rehab Hospitals, Inc.
and SunBridge San Bernardino Rehabilitation Hospital, Inc. are released from
further obligations as Lessees under the Existing Lease and any and all
references to them as Lessees under the Lease shall be and hereby are deleted,
and (iii) Section A(ii) of the definition of Non-Litchfield Base Rent shall be
deleted in its entirety and the following inserted in lieu thereof:


1





For the
period from February 1, 2008 through June 30, 2008, the monthly sum of Two
Million Eighty Five Thousand One Hundred Seventy Five and 44/100 Dollars
($2,085,175.44) and for the period from July 1, 2008 through December 31, 2008
the monthly sum of One Million Nine Hundred Forty Three Thousand Five Hundred
Eight and 77/100 Dollars ($1,943,508.77).  For purposes of calculating
the Non-Litchfield Base Rent as of January 1, 2009, Lessor and Lessee agree that
in 2008 the Non-Litchfield Base Rent on an annualized basis is Twenty Three
Million Three Hundred Twenty Two Thousand One Hundred Five and 19/100 Dollars
($23,322,105.19) (the “2008Annualized Non-Litchfield
Base Rent”).




2.  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:




Actual Cost: means
the actual cost of services or materials incorporated into the Approved Project
or the Approved Projects, which amount does not include any amounts paid to
Lessee or any Affiliate of Lessee without the written consent of Lessor, but
does include the Accrued Financing Costs.





Accrued Financing
Costs: is defined in Section 6 of
this Amendment.





Additional Rent Commencement
Date: means, 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.





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





Approved Amount:
means the maximum amount that Lessor has agreed to fund with respect to any
Approved Project. For the avoidance of doubt, the Approved Amount includes all
Accrued Financing Costs.





Approved Project or
Approved
Projects: means one, some or all of the improvements and repairs to the
Eligible Facilities which are suggested by Lessee and approved by Lessor
pursuant to this Amendment.





Approved Project Start
Date: means, for each Approved Project, the first day of the first month
following the date such Approved Project is approved by Lessor.





Cost Overrun: is
defined in Section 3(c) of this Amendment.


2





Eligible Facilities:
means the Eligible Litchfield Facilities and the Eligible Non-Litchfield
Facilities.





Eligible Litchfield
Facilities: means (i) any Litchfield Facility consented to in writing by
Lessor, and (ii) any of the following Litchfield Facilities:





Name
              AddressCapitol
      Care Center
              8211
      Ustick Road, Boise, IDCheyenne
      Mountain Care Center
              835
      Tenderfoot Hill Road, Colorado Springs, COPikes
      Peak Care Center
              2719
      North Union Boulevard, Colorado Springs,
CO





Eligible Non-Litchfield
Facilities: means (i) any Non-Litchfield Facility consented to in writing
by Lessor, and (ii) any of the following Non-Litchfield Facilities:





Name
              AddressSunBridge
      Care & Rehab for Decatur
              1350
      14th Avenue SE, Decatur, ALSunBridge
      Care & Rehab for Dunbar
              501
      Caldwell Lane, Dunbar, WVIdaho
      Falls Care Center
              3111
      Channing Way, Idaho Falls, IDSunBridge
      Care & Rehab for Milford
              19
      Veterans Memorial Drive, Milford, MASunBridge
      Care & Rehab for Mount Olive
              228
      Smith Chapel Road, Mount Olive, NCSunBridge
      Pine Lodge Care & Rehab
              405
      Stanford Road, Beckley, WVSunBridge
      Care & Rehab for Putnam
              300
      Seville Road, Hurricane, WVSunBridge
      Care & Rehab - Shoals
              500
      John Aldridge Drive, Tuscumbia,
AL





Funded Amount: means,
with respect to each Approved Project, the aggregate funds expended by Lessor
and all Accrued Financing Costs on such Approved Project, and with respect to
all Approved Projects, the aggregate funds expended by Lessor and all Accrued
Financing Costs on all Approved 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, to wit, Twenty Five Million and no/100 Dollars
($25,000,000).





Plans and
Specifications: means the written plans and specification for an Approved
Project to be submitted by Lessee and approved by Lessor, as such plans and
specifications may be amended as set forth in this Amendment.




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




Proposed Project: is
defined in Section 3(a) of this Amendment.




Substantial Completion
Date: is defined in Section 3(b) of this Amendment.




Title Company: means
Chicago Title Insurance Company or such other national title company as may be
selected by Lessor and reasonably acceptable to Lessee.


3




Unallocated Funds:
means the Maximum Funded Amount less the sum of (i) the Funded Amount for all
completed Approved Projects and (ii) the Approved Amount for all pending
Approved Projects.




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





3.  Approved
Projects.




(a)  Approval.  At
any time prior to December 31, 2009, Lessee may submit Plans and Specifications
and a proposed budget to Lessor for a capital improvement to one or more of the
Eligible Facilities (each a “Proposed
Project”).  In addition, Lessee will deliver to Lessor such
other information regarding a Proposed Project as Lessor may reasonably
request.   If Lessor approves such Proposed Project and an
Approved Amount for such Proposed Project in writing, then such Proposed
Project shall be an Approved Project. Lessor shall not unreasonably
withhold, condition or delay its approval of a Proposed Project; provided,
however, in no event shall Lessor withhold its approval or denial of approval of
a Proposed Project for more than sixty (60) days from the date the same is
submitted to Lessor for its review; and provided, further, in the event Lessor
elects to disapprove a Proposed Project, Lessor shall provide Lessee with a
reasonably detailed explanation of the reasons for such disapproval and Lessee
shall have a period of thirty (30) days after the receipt thereof to address
Lessor’s objections and resubmit the Proposed Project to Lessor for approval;
and provided, further Lessor shall not withhold its approval of the Proposed
Project related to the SunBridge Care & Rehab-Shoals facility (the “Shoals
Facility”) solely on the basis of the fact that Lessee has advised Lessor that
in order to implement that Proposed Project it intends to reduce the licensed
bed capacity of  the SunBridge Care &
Rehab-Tuscumbia  facility, which Lessee also leases from Lessor, by
ten (10) beds and to increase the licensed bed capacity of the Shoals Facility
by ten (10) beds.  Lessor shall have no obligation to consider or
approve any Proposed Project submitted at any time after December 31,
2009.




(b)  Commencement and Completion
of Approved Projects.  Except as otherwise provided herein,
Lessee shall commence construction of each Approved Project within sixty (60)
days of the Approved Project Start Date for each Approved Project and will
continue diligently to complete each Approved Project within twenty (20) months
of the Approved Start Date (or as soon thereafter as reasonably possible in
light of any delays in completion caused by an Unavoidable Delay) and will
supply such moneys and perform such duties as may be necessary in connection
therewith. Lessee agrees to provide to Lessor from time to time with evidence
that it has secured all approvals of any governmental body or agency exercising
jurisdiction of the applicable Facility required in connection with the work
then being undertaken by Lessee with respect to the applicable Approved
Project.  An Approved Project will be complete only at such time as
(i) all improvements to the Approved Project called for in the Plans and
Specifications have been substantially installed or completed in a manner
reasonably satisfactory to Lessor and (ii) if required under law, a public
authority has issued a final certification, consent or approval for such
Approved Project subject only to such


4




Substantial Completion
Date




(c)           Plans and
Specifications.




(i)           Lessee
shall be responsible for payment of the fees, costs and expenses in developing
and preparing the Plans and Specifications.  Lessor and Lessee shall
cooperate with each other in developing the Plans and
Specifications.  Lessee shall cause the Project Architect to deliver
to Lessor the Plans and Specifications for review and approval by Lessor. Lessor
shall not unreasonably withhold, condition or delay its approval of the Plans
and Specifications; provided, however, in no event shall Lessor withhold its
approval or denial of approval of the Plans and Specifications for an Approved
Project for more than sixty (60) days from the date the same are submitted to
Lessor for its review; and provided, further, in the event Lessor elects to
disapprove the Plans and Specifications for an Approved Project, Lessor shall
provide Lessee with a reasonably detailed explanation of the reasons for such
disapproval and Lessee shall have a period of thirty (30) days after the receipt
thereof to address Lessor’s objections and resubmit the Plans and Specifications
for an Approved Project to Lessor for approval.  The review by Lessor
of the Plans and Specifications is for Lessor’s benefit only, and Lessor’s
approval of any such Plans and Specifications shall impose no liability on
Lessor, express or implied, including without limitation any representation or
warranty that such Plans and Specifications are complete or accurate, or that
such Plans and Specifications comply with zoning or other land use laws, local
building department requirements, or any applicable public or private covenants,
conditions or restrictions, and shall not in any way relieve Lessee of its
obligation to perform its work in accordance with this Amendment and all
applicable laws and requirements.




(ii)           With
respect to each Approved Project, as of the applicable Approved Project Start
Date, Approved Project Rent Commencement Date, and Substantial Completion Date,
Lessee represents and warrants that the Plans and Specifications and
construction pursuant thereto will comply with all applicable governmental laws
and regulations and requirements, zoning and subdivision ordinances, and
standards and regulations of all governmental bodies exercising jurisdiction
over the applicable Facility, including health care licensing, environmental
protection, energy, equal employment regulations and appropriate supervising
boards of fire underwriters and similar agencies.




(iii)           Except
as provided below, Lessee will not make, or cause or permit to be made, any
change to the Plans and Specifications unless a request for the change has been
submitted in writing to Lessor and approved in writing by Lessor and such other
parties as Lessor may reasonably require.  Lessor shall not
unreasonably withhold, condition or delay its approval of a change to the Plans
and Specifications; provided, however, in no event shall Lessor withhold its
approval or denial of approval of a change to the Plans and Specifications for
more than ten (10) business days from the date the same is submitted to Lessor
for


5
 
  its
review; and provided, further, in the event Lessor elects to disapprove a change
to the Plans and Specifications, Lessor shall provide Lessee with a reasonably
detailed explanation of the reasons for such disapproval and Lessee shall have a
period of thirty (30) days after the receipt thereof to address Lessor’s
objections and resubmit the change to the Plans and Specifications to Lessor for
approval.  Under no circumstances will any failure by Lessor to
respond to a request for approval of a change in the Plans and Specifications be
deemed to constitute approval of the request.




(iv)           Lessee
may affect changes in the Plans and Specifications from time to time, without
first obtaining Lessor’s approval, if (i) the changes do not impair the
structural integrity, design concept or architectural appearance of the Approved
Project or change the usefulness of the Approved Project in any way, (ii) the
changes will not result in a default in any other obligation to any other party
or authority and (iii) the changes will not, individually or together with any
changes previously made to the Plans and Specifications, result in a net
increase in the total Approved Amount of more than five percent
(5%).  Lessee will deliver promptly to Lessor copies of all addenda,
change orders and modifications to the Plans and
Specifications.   Notwithstanding the foregoing, to the extent
that the cost to complete the applicable Approved Project exceeds the Approved
Amount (whether or not as a result of any such changes in the Plans and
Specifications) (a “Cost Overrun”), Lessee will be responsible for payment of
the excess unless there are Unallocated Funds available in an amount not less
than the amount of the Cost Overrun, in which case Lessor shall, upon Lessee’s
request, make available additional funds up to fifteen percent (15%) of the
original Approved Amount with respect to an Approved Project and, in such event
the Approved Amount for such Approved Project shall be increased accordingly and
thereafter any and all references herein to the Approved Amount shall be the
Approved Amount as so adjusted.




(v)           Lessee
will, after receipt of written notice from Lessor, promptly correct any material
departure from the Plans and Specifications for an Approved Project, if such
departure required Lessor’s approval and was not previously approved by Lessor.
The approval or absence of disapproval by Lessor of any payment of Funded Amount
shall not constitute a waiver of Lessor’s right to require compliance with this
Section.




(d)           Lessor’s
Architect.  Lessor may retain the services of architects and
engineers, including architects and engineers employed by Lessor (the “Lessor’s Architect”),
to act as Lessor’s agent in reviewing the Plans and Specifications and the
progress of construction and in making such certifications and performing such
other tasks and duties as Lessor deems appropriate. Subject to the limitation
set forth in Section 14, Lessee will pay all reasonable fees, costs and expenses
of the Lessor’s Architect within ten (10) days after demand by Lessor,
accompanied by a reasonably detailed invoice or statement of the amount due from
Lessor’s Architect.


6




(e)           Character of
Construction.  All construction will be in accordance with the
Plans and Specifications, 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 this Lease), and
in compliance with all laws, ordinances, regulations and restrictions affecting
the applicable Facility and all requirements of all governmental authorities
having jurisdiction over the applicable Facility and of the appropriate board of
fire underwriters or other similar body, if any, and any applicable health care
authority.  Lessee will furnish Lessor with evidence of such
compliance as Lessor requires from time to time.




(f)           Construction Contract and
Architectural/Engineering Agreement.




(i)  Upon the
request of Lessor, if applicable, a list of the construction manager(s) or
general contractor(s), as the case may be, and, if applicable, the architect
and/or engineer, and the contracts under which each is retained in connection
with an Approved Project shall be provided by Lessee to Lessor.  Upon
request of Lessor, if applicable, Lessee will promptly furnish to Lessor
executed copies of the construction management agreement or general contract(s)
between Lessee and the construction manager or general contractor(s) covering
all work to be done in connection with the Approved Project and executed copies
of all subcontracts between the construction manager or general contractor(s)
and all of their subcontractors and suppliers. Upon request of Lessor, if
applicable, Lessee will promptly furnish to Lessor any amendments or
modifications (including change orders) to any of the
foregoing.  Lessee will not modify or amend or permit to be modified
or amended (including by way of change order) any construction management
agreement, construction contract or construction subcontract without Lessor's
prior written approval; provided, however, that Lessor's prior approval need not
be obtained with respect to any change order that results from a change in the
Plans and Specifications with respect to which Lessor's consent is not required
pursuant to this Amendment.  Upon request of Lessor, Lessee will also
furnish to Lessor an executed copy of the architectural and/or engineering
agreement, if any, between Lessee and the architect and/or engineer with respect
to the Approved Project.




(ii)  Lessee
will perform its obligations under the contracts described in subparagraph (i)
above, and will use commercially reasonable efforts to cause each other party to
such contracts to perform its obligations under such contracts.




(iii)  Lessee
will enforce or cause to be enforced the prompt performance of the contracts
described in subparagraph (i) above and will allow Lessor to take advantage of
all rights and benefits of such contracts.  In addition, Lessee hereby
assigns to Lessor all warranties given to Lessee under the contracts described
in subparagraph (i) above.




(g)           Records and Reports.
Lessee will keep accurate and complete books and records relating to the
Approved Projects, and Lessor will have access thereto during usual business
hours upon 48 hours advance notice. If not reflected in a Request
(as


7
 
  defined
below), Lessee will furnish or cause to be furnished to Lessor from time to
time, promptly upon request, (i) copies and lists of all paid and unpaid bills
for labor and materials with respect to the Approved Projects, (ii) construction
budgets and revisions thereof showing the estimated cost of the Approved
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 Approved Projects, and (iv) such reports as to other
matters relating to the Approved Projects as Lessor may request.  This
paragraph will supplement any similar provision in this
Lease.




(h)           Access.  Notwithstanding
anything to the contrary contained in this Lease, Lessee will permit Lessor's
representatives to have access to any Facility at which an Approved Project is
being performed at all reasonable times and to conduct such investigations and
inspections thereof as Lessor shall determine necessary, including without
limitation in connection with inspecting all work done, labor performed and
materials furnished in connection with each Approved Project.  Lessee
will cooperate and, if applicable, will cause the construction manager or
general contractor, as the case may be, to cooperate with Lessor and its
representatives and agents during such inspections.  Notwithstanding
the foregoing, Lessee will be responsible for making inspections during the
course of construction and will determine to their own satisfaction that the
work done or materials supplied by the contractors and subcontractors has been
properly supplied or done in accordance with applicable
contracts.  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. Lessee will hold
Lessor harmless from, and Lessor will have no liability or obligation of any
kind to Lessee or creditors of Lessee in connection with, any defective,
improper or inadequate workmanship or materials brought in or related to an
Approved Project, or any construction lien arising as a result of such
workmanship or materials.  No inspection by Lessor will create any
obligation on Lessor or relieve Lessee of any obligation.




(i)           Right to Withdraw an
Approved Project. Notwithstanding anything to the contrary set forth in
this Section 3, Lessee shall have the right, on written notice to Lessor, to
withdraw an Approved Project within thirty (30) days after the date on which the
same is approved by Lessor pursuant to Section 3(b) or the date on which Lessor
requires any changes to the Plans and Specifications for the Approved Project
pursuant to Section 3(c).




4.  Disbursements of Approved
Amount.




(a)  Upon
satisfaction of the conditions set forth in subparagraphs (b) and (c) below,
Lessor will disburse from time to time (but no more frequently than once per
month) to Lessee advances of the Approved Amount for an Approved Project,
subject to the limitations set forth in Section 5(c) and Section 7 below.  Lessor may condition
the final disbursement of the Approved Amount for an Approved Project on the
delivery to Lessor of evidence that there are no mechanics or materialmen’s
liens on the applicable Facility, that all lien waivers have been signed and
delivered to Lessee and that any punch list items have been
corrected.


8




(b)  Disbursement
of the Approved Amount shall be subject to the receipt by Lessor of the
following:




(i)  a request
for disbursement, in the form of AIA 706 (the “Request”), executed
by an officer of Lessee and setting forth, among other things, the portion of
the Approved Amount that Lessee then is requesting be disbursed, the amount that
Lessee in good faith believes to be the cost to complete construction (after
disbursement of the portion of the Approved Amount then being requested) of each
Approved Project, a detailed breakdown of the costs and expenses incurred in the
construction of each Approved Project to the date of Request, a detailed cost
breakdown of the percentage of completion of the construction of the Approved
Project to the date of the Request, the amounts then due and unpaid with respect
to such construction, such other information or documentation as may be required
by the Title Company and the date upon which the disbursement is desired,
provided that the date of the disbursement must not be less than five (5)
Business Days after the date upon which the Lessor receives the Request and the
other items set forth in clauses (ii) and (iii) below;




(ii)  a
certification from Lessee that, as of the date of the Request, no Event of
Default exists under this Lease, all representations and warranties set forth in
this Lease are accurate and complete in all material respects, and there are no
actions, suits or proceedings pending, or to the knowledge of Lessee, threatened
or involving (or that would reasonably be expected to involve) Lessee, or all or
any part of the Facilities and that could impair the Facilities or the ability
of Lessee to perform under this Lease;




(iii)  if
applicable, certificates of Lessee’s architect and/or engineer, Lessor’s
Architect, if any, and Lessee, certified to Lessor and Lessee and certifying
that (a) the Request is correct and, to the best of its knowledge, all work on
the Approved Project up to the date thereof has been done in substantial
compliance with the Plans and Specifications for the Approved Project; (b) to
the date thereof, there has been no material deviation from the budgeted cost of
the Approved Project or construction progress schedule, except as authorized by
Lessee and approved by Lessor; and (c) the undisbursed portion of the Approved
Amount will be sufficient to meet all known costs to complete the work covered
by the Plans and Specifications for the Approved Project, after giving effect to
all amounts previously disbursed, plus the amount then requested.




(c)  Upon the
request of Lessor, the Title Company is prepared, without condition, to issue to
Lessor a date-down endorsement, dated as of the date of the disbursement,
insuring Lessor’s title to the Facility at which the applicable Approved Project
is being completed subject to no other exceptions than are set forth on the
Title Policies delivered to Lessor on the Commencement Date, exceptions after
the Commencement Date granted by or arising from the acts or omissions of Lessor
and exceptions otherwise approved in writing by Lessor.


9




5.  Approved Project
Rent.




(a)           For
each Approved 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 Approved Project is a Litchfield Facility, or (ii) the
annual Non-Litchfield Base Rent shall be increased by the Additional Project
Rent if such Approved Project is 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.




(c)           Notwithstanding
anything in this Amendment to the contrary, Lessor shall have no obligation to
make further advances of the Funded Amount with regard to an Approved Project on
or after the applicable Additional Rent Commencement Date.  Any
amounts advanced with respect to an Approved Project after the applicable
Additional Rent Commencement Date shall be included in the calculation of
Additional Project Rent immediately upon disbursement.




6.  Accrual of Financing
Costs.  For each Approved Project, during the period from the
Approved Project Start Date until the applicable Additional Rent Commencement
Date, financing costs on the portion of any Funded Amount actually advanced for
such Approved Project shall accrue at the rate of ten percent (10%) per annum
(the “Accrued
Financing Costs”).  In the month such financing costs accrue,
such financing costs shall be deemed to have been advanced as part of the Funded
Amount for all purposes under this Amendment; provided, however, in calculating
the Additional Project Rent there shall be no compounding of the Accrued
Financing Costs. Any amounts payable under this Section shall constitute “Rent”
under this Lease.




7.  Limitation on
Disbursements.  In addition to the limitation set forth in
Section 5(c) with respect to the outside date for any disbursement of the
Approved Amount for an Approved Project, in no event will Lessor pay amounts in
excess of (A) the lesser of (i) the Actual Cost of an Approved Project or the
Approved Amount for any given Approved Project; or (B) the Maximum Funded Amount
for all Approved Projects.  Lessor shall have no obligation to make
any advance of the Approved Amount (i) with respect to a given Approved Project,
after the twentieth (20) month after the Approved Project Start Date for such
Approved Project, and (ii) after October 31, 2011.




8.  Sufficiency of Funded
Amount.  Lessor shall be entitled to not make a disbursement,
or to make a disbursement in an amount less than the amount requested, if Lessor
is not satisfied in its sole discretion that following the requested
disbursement the undisbursed proceeds of the Approved Amount for any Approved
Project plus the lesser
of (i) fifteen percent (15%) of the original Approved Amount for such Approved
Project and (ii) any Unallocated Funds will be at least equal to the sum of the
estimated Project Costs to complete the Approved Project in accordance with the
Plans and Specifications (including all costs incurred in


10
 
 connection
with changes in the Plans and Specifications).  If at any time it
appears to Lessor that the sum of the undisbursed balance of the Approved Amount
plus the lesser of (i)
fifteen percent (15%) of the original Approved Amount for such Approved Project
and (ii) any Unallocated Funds is less than the amount required by this Section,
Lessor may give written notice to Lessee specifying the amount of the deficiency
and Lessee immediately will deposit with Lessor the amount of the deficiency,
which will be expended first in the same manner as the Funded Amount before any
further payment of the Funded Amount will be made by Lessor.




9.  Payments to Contractor,
Subcontractors and Suppliers.   At Lessor’s option, Lessor
may make payments either through the Title Company or directly to any
contractor, subcontractor or supplier furnishing labor or materials in
connection with an Approved Project.




10.  Lessor's Right to
Cure.  If Lessee fails to perform any of Lessee’s undertakings
set forth in this Amendment when due or within any applicable cure period
provided for herein (or within ten (10) days in the case of a monetary default
or thirty (30) days in the case of a non-monetary default, where no other cure
period is specified), Lessor may, but will not be required to, perform the same,
and Lessee will reimburse Lessor any amounts expended by Lessor in so
doing.




11.  Application of
Advances.  Lessee will apply each payment of Funded Amount
against amounts due and payable for construction of the Approved Project or
obligations in connection therewith as set forth in each
Request.  Nothing contained in this Agreement will impose upon Lessor
any obligation to see to the proper application of the advances by Lessee or any
other party.




12.  Construction or Other
Liens.  In the event any construction or other lien or
encumbrance is filed or attached against a Facility or any part thereof without
the prior written consent of Lessor, Lessor may, at its option and without
regard to the priority of such construction or other lien or encumbrance, and
without regard to any defenses that Lessee may have with respect to the lien or
encumbrance, pay the same, and Lessee will reimburse all amounts expended by
Lessor for such purpose within ten (10) days of written notice
thereof.




13.  Guaranty of
Completion.   Regardless of whether the cost of an
Approved Project is less than, equal to or in excess of the amount of the
Approved Amount plus the lesser of (i) fifteen percent
(15%) of the original Approved Amount for such Approved Project and (ii) any
Unallocated Funds, Lessee will be responsible for payment of all costs of
completing each Approved Project, subject, however, to Lessee’s right to seek
reimbursement from Lessor, and Lessor’s obligation to reimburse Lessee, for the
Approved Amount plus the lesser of (i) fifteen percent
(15%) of the original Approved Amount for such Approved Project and (ii) any
Unallocated Funds, all in accordance with the terms of this
Amendment.




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 their part from the performance of their 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


11
 
  of each
such obligation is prevented by the Unavoidable Delay.  Such notice
shall include a description of the nature of the Unavoidable Delay, and its
cause and possible consequences. Lessee shall promptly notify Lessor 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
Event of Force Majeure, Lessor may likewise suspend the performance of all or
part of its obligations under this Amendment to the extent that such suspension
is commercially reasonable and, notwithstanding anything in this Agreement 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.




15.  Expenses of
Lessor.  All reasonable costs incurred by Lessor in connection
with the Approved Projects, 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, at the option of
Lessee, either (i) be added to the Funded Amount for an Approved Project or (ii)
paid by Lessee; provided, however, in no event shall such costs and expenses
exceed an amount equal to one half of one percent (1/2 of 1%) of the Approved
Project Amount.




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




17.  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.




18.  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.




19.  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




12
 Signature
Pages To
 FIRST
AMENDMENT TO SECOND AMENDED AND RESTATED MASTER LEASE


IN
WITNESS WHEREOF, the parties hereby execute this 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




STATE OF
MARYLAND                   )


) ss.


COUNTY OF
BALTIMORE               )





This instrument was acknowledged before
me on the 2nd
day of September, 2008, 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


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


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, Baltimore County,
MD


My commission expires:  May
12, 2012


Signature
Page - 2 of 4
 
 Signature
Pages To
 FIRST
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/ Mike
Berg


Name:      Mike
Berg


Title:        Secretary




GUARANTOR:




SUN
HEALTHCARE GROUP, INC., a Delaware corporation


PEAK
MEDICAL CORPORATION, a Delaware corporation


HARBORSIDE
HEALTHCARE CORPORATION, a Delaware corporation




By:           /s/ Mike
Berg


Name:     Mike
Berg


Title:       Secretary




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


STATE OF
NM                     )


)
ss.


COUNTY OF
BERNALILLO                     )





This instrument was acknowledged before
me on the 26th
day of August,
2008, by Michael T.
Berg, the Secretary 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.





Anne
Rider


Notary Public, NM County, Bernalillo


My commission
expires:  6/16/2010







Signature
Page - 4 of 4