ex4_2c.htm


    
 

    
      
        

      



    FIRST
SUPPLEMENTAL INDENTURE

    (Senior
Notes due 2016)

    


    THIS FIRST SUPPLEMENTAL INDENTURE
(this “First
Supplemental Indenture”) is dated as of January 7, 2010, among OMEGA
HEALTHCARE INVESTORS, INC., a Maryland corporation (the “Issuer”), each of the
SUBSIDIARY GUARANTORS listed on Schedule I hereto (collectively, the “Subsidiary
Guarantors”), each of the NEW SUBSIDIARIES listed on Schedule II hereto
(collectively, the “New Subsidiaries”),
and U.S. BANK NATIONAL ASSOCIATION, a national banking association organized and
existing under the laws of the United States of America, as trustee (the “Trustee”).

    


    W
I T N E S S E T H :

    


    WHEREAS, the Issuer and the
Subsidiary Guarantors have heretofore executed and delivered to the Trustee an
Indenture, dated as of December 30, 2005 (the “Indenture”),
providing for the issuance of the Issuer’s 7% Senior Notes due 2016 (the “Notes”);

    


    WHEREAS, Section 9.01 of the
Indenture authorizes the Issuer, the Subsidiary Guarantors and the Trustee,
together, to amend or supplement the Indenture, without notice to or consent of
any Holder of the Notes, for the purpose of making any change that would not
materially adversely affect the rights of any Holder of the Notes;

    


    WHEREAS, the Issuer has
recently created or acquired, as appropriate, the New Subsidiaries, which are
required to become Subsidiary Guarantors pursuant to Section 4.14 of the
Indenture;

    


    WHEREAS, in Section 1.01 of
the Indenture, the term “Subsidiary Guarantors” is defined to include all
Persons that become a Subsidiary Guarantor by the terms of the Indenture after
the Closing Date;

    


    WHEREAS, Section 10.01 of the
Indenture provides that each Subsidiary Guarantor shall be a guarantor of the
Issuer’s obligations under the Notes, subject to the terms and conditions
described in the Indenture;

    


    NOW, THEREFORE, in
consideration of the foregoing and for other good and valuable consideration,
the receipt of which is hereby acknowledged, the Issuer, the Subsidiary
Guarantors, the New Subsidiaries and the Trustee mutually covenant and agree for
the equal and ratable benefit of the Holders of the Notes as
follows:

    


    
      	
              1.  

            	
              CAPITALIZED
      TERMS.  Capitalized terms used herein without definition shall
      have the meanings assigned to them in the
  Indenture.

            


    

    


    
      	
              2.  

            	
              AMENDMENT
      TO GUARANTEE.  The New Subsidiaries hereby agree, jointly and
      severally with all other Subsidiary Guarantors, to guarantee the Issuer’s
      obligations under the Notes on the terms and subject to the conditions set
      forth in the Indenture, and to be bound by, and to receive the benefit of,
      all other applicable provisions of the Indenture as a Subsidiary
      Guarantor.  Such guarantees shall be evidenced by the respective
      New Subsidiaries’ execution of Subsidiary Guarantees, the form of which is
      attached as Exhibit E to the Indenture, and shall be effective as of the
      date hereof.

            


    

    


    
      	
              3.  

            	
              NO
      RECOURSE AGAINST OTHERS.  No past, present or future director,
      officer, employee, partner, affiliate, beneficiary or stockholder of the
      New Subsidiaries, as such, shall have any liability for any obligations of
      the Issuer or any Subsidiary Guarantor under the Notes, any Guarantees,
      the Indenture or this First Supplemental Indenture or for any claim based
      on, in respect of, or by reason of, such obligations or their
      creation.  Each Holder of the Notes, by accepting and holding a
      Note, waives and releases all such liability.  Such waiver and
      release are part of the consideration for the issuance of the
      Notes.

            


    

    


    
      	
              4.  

            	
              NEW
      YORK LAW TO GOVERN.  The laws of the State of New York shall
      govern and be used to construe this First Supplemental
      Indenture.

            


    

    


    
      	
              5.  

            	
              COUNTERPARTS.  The
      parties may sign any number of copies of this First Supplemental
      Indenture.  Each signed copy shall be an original, but all of
      them together shall represent the same
  agreement.

            


    

    


    
      	
              6.  

            	
              EFFECT
      OF HEADINGS.  The Section headings herein are for convenience
      only and shall not affect the construction
  hereof.

            


    

    


    
      	
              7.  

            	
              THE
      TRUSTEE.  The Trustee shall not be responsible in any manner
      whatsoever for or in respect of the validity or sufficiency of this First
      Supplemental Indenture or for or in respect of the recitals contained
      herein, all of which recitals are made solely by the Issuer, the
      Subsidiary Guarantors and the New
Subsidiaries.

            


    

    


    [Remainder
of Page Intentionally Left Blank]

    


    



    
      
        
           

        

         


      

      
         


        
          

        

      

      
         


      

    


    IN WITNESS WHEREOF, the parties hereto
have caused this First Supplemental Indenture to be duly executed and attested,
all as of the date first above written.

    


    


    OMEGA
HEALTHCARE INVESTORS, INC.

    


    


    By:
_________________________________

    Name:
_______________________________

    Title:
________________________________

    


    On
behalf of each Subsidiary Guarantor, or its sole member, general partner or
trustee, named on the attached Schedule I

    


    


    By:
_________________________________

    Name:
_______________________________

    Title:
________________________________

    


    


    On
behalf of each New Subsidiary, its sole member, general partner or trustee,
named on the attached Schedule II

    


    


    By:
_________________________________

    Name:
_______________________________

    Title:
________________________________

    


    


    


    


    U.S.
BANK NATIONAL ASSOCIATION,

    as
Trustee

    


    


    By:
_________________________________

    Name:
_______________________________

    Title:
________________________________


    
      
        
           

        

         


      

      
         


        
          

        

      

      
         


      

    


    Schedule
I

    


    


    SUBSIDIARY
GUARANTORS

    


    
      	
              Omega
      Healthcare Investors, Inc.

              Arizona
      Lessor - Infinia, Inc.

              Bayside
      Alabama Healthcare Second, Inc.

              Bayside
      Arizona Healthcare Associates, Inc.

              Bayside
      Arizona Healthcare Second, Inc.

              Bayside
      Colorado Healthcare Associates, Inc.

              Bayside
      Colorado Healthcare Second, Inc.

              Bayside
      Indiana Healthcare Associates, Inc.

              Bayside
      Street II, Inc.

              Bayside
      Street, Inc.

              Center
      Healthcare Associates, Inc.

              Cherry
      Street - Skilled Nursing, Inc.

              Colorado
      Lessor - Conifer, Inc.

              Dallas
      Skilled Nursing, Inc.

              Delta
      Investors I, LLC

              Delta
      Investors II, LLC

              Florida
      Lessor - Crystal Springs, Inc.

              Florida
      Lessor - Emerald, Inc.

              Florida
      Lessor - Lakeland, Inc.

              Florida
      Lessor - Meadowview, Inc.

              Florida
      Lessor - West Palm Beach and Southpoint, Inc.*

              Georgia
      Lessor - Bonterra/Parkview, Inc.

              Heritage
      Texarkana Healthcare Associates, Inc.

              Indiana
      Lessor - Jeffersonville, Inc.

              Indiana
      Lessor - Wellington Manor, Inc.

              Jefferson
      Clark, Inc.

              Lake
      Park Skilled Nursing, Inc.

              Long
      Term Care - Michigan, Inc.

              Long
      Term Care - North Carolina, Inc.

              Long
      Term Care Associates - Illinois, Inc.

              Long
      Term Care Associates - Indiana, Inc.

              Long
      Term Care Associates - Texas, Inc.

              NRS
      Ventures, L.L.C.

              OHI
      (Connecticut), Inc.

              OHI
      (Florida), Inc.

              OHI
      (Illinois), Inc.

              OHI
      (Indiana), Inc.

              OHI
      (Iowa), Inc.

              OHI
      (Kansas), Inc.

              OHI
      Asset (CA), LLC

              OHI
      Asset (PA), LLC (f/k/a OHI Asset (FL) Tarpon Springs, Pinellas Park &
      Gainesville, LLC)

              OHI
      Asset (FL), LLC

              OHI
      Asset (ID), LLC

              OHI
      Asset (IN), LLC

              OHI
      Asset (LA), LLC

              OHI
      Asset (MI/NC), LLC

              OHI
      Asset (MO), LLC

              OHI
      Asset (OH), LLC

              OHI
      Asset (TX), LLC

              OHI
      Asset II (CA), LLC

              OHI
      Asset II (TX), LLC*

              OHI
      Asset, LLC

              OHI
      of Kentucky, Inc.

              OHI
      of Texas, Inc.

              OHI
      Sunshine, Inc.

              OHIMA,
      Inc.

              Omega
      (Kansas), Inc.

              Omega
      Acquisition Facility I, LLC

              Omega
      TRS I, Inc.

              OS
      Leasing Company

              Parkview
      - Skilled Nursing, Inc.

              Pine
      Texarkana Healthcare Associates, Inc.

              Reunion
      Texarkana Healthcare Associates, Inc.

              San
      Augustine Healthcare Associates, Inc.

              Skilled
      Nursing - Gaston, Inc.

              Skilled
      Nursing - Herrin, Inc.

              Skilled
      Nursing - Hicksville, Inc.

              Skilled
      Nursing - Paris, Inc.

              South
      Athens Healthcare Associates, Inc.

              Sterling
      Acquisition Corp.

              Sterling
      Acquisition Corp. II

              Texas
      Lessor - Stonegate GP, Inc.

              Texas
      Lessor - Stonegate Limited, Inc.

              Texas
      Lessor - Stonegate, L.P.

              Texas
      Lessor - Treemont, Inc.

              Washington
      Lessor - Silverdale, Inc.

              Waxahachie
      Healthcare Associates, Inc.

              West
      Athens Healthcare Associates, Inc.

              OHI
      Asset (OH) New Philadelphia, LLC

              OHI
      Asset (OH) Lender, LLC

              OHI
      Asset (PA) Trust

              Baldwin
      Health Center, Inc.

              Canton
      Health Care Land, Inc.

              Dixon
      Health Care Center, Inc.

              Hanover
      House, Inc.

              House
      of Hanover, Ltd.

              Hutton
      I Land, Inc.

              Hutton
      II Land, Inc.

              Hutton
      III Land, Inc.

              Leatherman
      90-1, Inc.

              Leatherman
      Partnership 89-1, Inc.

              Leatherman
      Partnership 89-2, Inc.

              Meridian
      Arms Land, Inc.

              OHI
      Asset (CT) Lender, LLC

              OHI
      Asset II (PA) Trust

              OHI
      Asset III (PA) Trust

              Orange
      Village Care Center, Inc.

              Pavillion
      North, LLP

              Pavillion
      North Partners, Inc.

              Pavillion
      Nursing Center North, Inc.

              St.
      Mary’s Properties, Inc.

              Wilcare,
      LLC

              Colonial
      Gardens, LLC

              Copley
      Health Center, Inc.

              The
      Suburban Pavilion, Inc.

               

               

              *Subsidiary
      was merged with and into another subsidiary wholly owned by Omega
      Healthcare Investors, Inc.

            


    

    


    



    
      
        
           

        

         


      

      
         


        
          

        

      

      
         


      

    


    Schedule
II

    


    


    NEW
SUBSIDIARIES

    


    Carnegie
Gardens LLC

    CSE
Anchorage LLC

    CSE Crane
LLC

    CSE
Blountville LLC

    CSE
Bolivar LLC

    CSE
Camden LLC

    CSE
Denver Iliff LLC

    CSE
Fairhaven LLC

    CSE
Huntingdon LLC

    CSE
Jefferson City LLC

    CSE
Marianna Holdings LLC

    CSE
Memphis LLC

    CSE
Ripley LLC

    CSE
Texarkana LLC

    CSE West
Point LLC

    CSE
Whitehouse LLC

    Greenbough,
LLC

    Panama
City Nursing Center LLC

    Skyler
Maitland LLC

    Suwanee,
LLC

    Florida
Real Estate Company, LLC

    LAD I
Real Estate Company, LLC

    Silver
Lake Real Estate, LLC

    CSE
Centennial Village

    CSE
Corpus North LLC

    CSE
Jacinto City LLC

    CSE
Kerrville LLC

    CSE
Pennsylvania Holdings

    CSE Ripon
LLC

    CSE
Spring Branch LLC

    CSE The
Village LLC

    CSE
Williamsport LLC

    Desert
Lane, LLC

    North Las
Vegas LLC

    OHI Asset
CSE-E, LLC

    OHI Asset
CSE-U, LLC

    


    


     

    
       

    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    SECOND
SUPPLEMENTAL INDENTURE

    (Senior
Notes due 2016)

    


    THIS SECOND SUPPLEMENTAL INDENTURE
(this “Second
Supplemental Indenture”) is dated as of January 29, 2010, among OMEGA
HEALTHCARE INVESTORS, INC., a Maryland corporation (the “Issuer”), each of the
SUBSIDIARY GUARANTORS listed on Schedule I hereto (collectively, the “Subsidiary
Guarantors”), each of the NEW SUBSIDIARIES listed on Schedule II hereto
(collectively, the “New Subsidiaries”),
and U.S. BANK NATIONAL ASSOCIATION, a national banking association organized and
existing under the laws of the United States of America, as trustee (the “Trustee”).

    


    W
I T N E S S E T H :

    


    WHEREAS, the Issuer and the
Subsidiary Guarantors have heretofore executed and delivered to the Trustee an
Indenture, dated as of December 30, 2005 (as amended by the First Supplemental
Indenture dated as of January 7, 2010, the “Indenture”),
providing for the issuance of the Issuer’s 7% Senior Notes due 2016 (the “Notes”);

    


    WHEREAS, Section 9.01 of the
Indenture authorizes the Issuer, the Subsidiary Guarantors and the Trustee,
together, to amend or supplement the Indenture, without notice to or consent of
any Holder of the Notes, for the purpose of making any change that would not
materially adversely affect the rights of any Holder of the Notes;

    


    WHEREAS, Section 5.01(e) of
the Indenture provides that any Restricted Subsidiary may consolidate or merge
with or into another Restricted Subsidiary;

    


    WHEREAS, one of the New
Subsidiaries, OHI Asset IV (PA) Silver Lake Trust, is successor-by-merger to
Silver Lake Real Estate, LLC, by virtue of a merger effective December 31, 2009,
and is required to become a Subsidiary Guarantor pursuant to Section 4.14 of the
Indenture;

    


    WHEREAS, the Issuer has
created or acquired, as appropriate, the other New Subsidiaries, which are
required to become Subsidiary Guarantors pursuant to Section 4.14 of the
Indenture;

    


    WHEREAS, in Section 1.01 of
the Indenture, the term “Subsidiary Guarantors” is defined to include all
Persons that become a Subsidiary Guarantor by the terms of the Indenture after
the Closing Date;

    


    WHEREAS, Section 10.01 of the
Indenture provides that each Subsidiary Guarantor shall be a guarantor of the
Issuer’s obligations under the Notes, subject to the terms and conditions
described in the Indenture;

    


    


    


    NOW, THEREFORE, in
consideration of the foregoing and for other good and valuable consideration,
the receipt of which is hereby acknowledged, the Issuer, the Subsidiary
Guarantors, the New Subsidiaries and the Trustee mutually covenant and agree for
the equal and ratable benefit of the Holders of the Notes as
follows:

    


    
      	
              1.  

            	
              CAPITALIZED
      TERMS.  Capitalized terms used herein without definition shall
      have the meanings assigned to them in the
  Indenture.

            


    

    


    
      	
              2.  

            	
              AMENDMENT
      TO GUARANTEE.  The New Subsidiaries hereby agree, jointly and
      severally with all other Subsidiary Guarantors, to guarantee the Issuer’s
      obligations under the Notes on the terms and subject to the conditions set
      forth in the Indenture, and to be bound by, and to receive the benefit of,
      all other applicable provisions of the Indenture as a Subsidiary
      Guarantor.  Such guarantees shall be evidenced by the respective
      New Subsidiaries’ execution of Subsidiary Guarantees, the form of which is
      attached as Exhibit E to the Indenture, and shall be effective as of the
      date hereof.

            


    

    


    
      	
              3.  

            	
              NO
      RECOURSE AGAINST OTHERS.  No past, present or future director,
      officer, employee, partner, affiliate, beneficiary or stockholder of the
      New Subsidiaries, as such, shall have any liability for any obligations of
      the Issuer or any Subsidiary Guarantor under the Notes, any Guarantees,
      the Indenture or this Second Supplemental Indenture or for any claim based
      on, in respect of, or by reason of, such obligations or their
      creation.  Each Holder of the Notes, by accepting and holding a
      Note, waives and releases all such liability.  Such waiver and
      release are part of the consideration for the issuance of the
      Notes.

            


    

    


    
      	
              4.  

            	
              NEW
      YORK LAW TO GOVERN.  The laws of the State of New York shall
      govern and be used to construe this Second Supplemental
      Indenture.

            


    

    


    
      	
              5.  

            	
              COUNTERPARTS.  The
      parties may sign any number of copies of this Second Supplemental
      Indenture.  Each signed copy shall be an original, but all of
      them together shall represent the same
  agreement.

            


    

    


    
      	
              6.  

            	
              EFFECT
      OF HEADINGS.  The Section headings herein are for convenience
      only and shall not affect the construction
  hereof.

            


    

    


    
      	
              7.  

            	
              THE
      TRUSTEE.  The Trustee shall not be responsible in any manner
      whatsoever for or in respect of the validity or sufficiency of this Second
      Supplemental Indenture or for or in respect of the recitals contained
      herein, all of which recitals are made solely by the Issuer, the
      Subsidiary Guarantors and the New
Subsidiaries.

            


    

    


    [Remainder
of Page Intentionally Left Blank]

    



    
      
        
           

        

         


      

      
         


        
          

        

      

      
         


      

    


    IN WITNESS WHEREOF, the parties hereto
have caused this Second Supplemental Indenture to be duly executed and attested,
all as of the date first above written.

    


    


    OMEGA
HEALTHCARE INVESTORS, INC.

    


    


    By:
_________________________________

    Name:
_______________________________

    Title:
________________________________

    


    On
behalf of each Subsidiary Guarantor, or its sole member, general partner or
trustee, named on the attached Schedule I

    


    


    By:
_________________________________

    Name:
_______________________________

    Title:
________________________________

    


    


    On
behalf of each New Subsidiary, its sole member, general partner or trustee,
named on the attached Schedule II

    


    


    By:
_________________________________

    Name:
_______________________________

    Title:
________________________________

    


    


    


    


    U.S.
BANK NATIONAL ASSOCIATION,

    as
Trustee

    


    


    By:
_________________________________

    Name:
_______________________________

    Title:
________________________________


    
      
        
           

        

         


      

      
         


        
          

        

      

      
         


      

    


    Schedule
I

    


    


    SUBSIDIARY
GUARANTORS

    


    Omega
Healthcare Investors, Inc.

    Arizona
Lessor - Infinia, Inc.

    Baldwin
Health Center, Inc.

    Bayside
Alabama Healthcare Second, Inc.

    Bayside
Arizona Healthcare Associates, Inc.

    Bayside
Arizona Healthcare Second, Inc.

    Bayside
Colorado Healthcare Associates, Inc.

    Bayside
Colorado Healthcare Second, Inc.

    Bayside
Indiana Healthcare Associates, Inc.

    Bayside
Street II, Inc.

    Bayside
Street, Inc.

    Canton
Health Care Land, Inc.

    Carnegie
Gardens LLC

    Center
Healthcare Associates, Inc.

    Cherry
Street - Skilled Nursing, Inc.

    Colonial
Gardens, LLC

    Colorado
Lessor - Conifer, Inc.

    Copley
Health Center, Inc.

    CSE
Anchorage LLC

    CSE
Blountville LLC

    CSE
Bolivar LLC

    CSE
Camden LLC

    CSE
Centennial Village

    CSE
Corpus North LLC

    CSE Crane
LLC

    CSE
Denver Iliff LLC

    CSE
Fairhaven LLC

    CSE
Huntingdon LLC

    CSE
Jacinto City LLC

    CSE
Jefferson City LLC

    CSE
Kerrville LLC

    CSE
Marianna Holdings LLC

    CSE
Memphis LLC

    CSE
Pennsylvania Holdings

    CSE
Ripley LLC

    CSE Ripon
LLC

    CSE
Spring Branch LLC

    CSE
Texarkana LLC

    CSE The
Village LLC

    CSE West
Point LLC

    CSE
Whitehouse LLC

    CSE
Williamsport LLC

    Dallas
Skilled Nursing, Inc.

    Delta
Investors I, LLC

    Delta
Investors II, LLC

    Desert
Lane, LLC

    Dixon
Health Care Center, Inc.

    Florida
Lessor - Crystal Springs, Inc.

    Florida
Lessor - Emerald, Inc.

    Florida
Lessor - Lakeland, Inc.

    Florida
Lessor - Meadowview, Inc.

    Florida
Real Estate Company, LLC

    Georgia
Lessor - Bonterra/Parkview, Inc.

    Greenbough,
LLC

    Hanover
House, Inc.

    Heritage
Texarkana Healthcare Associates, Inc.

    House of
Hanover, Ltd.

    Hutton I
Land, Inc.

    Hutton II
Land, Inc.

    Hutton
III Land, Inc.

    Indiana
Lessor - Jeffersonville, Inc.

    Indiana
Lessor - Wellington Manor, Inc.

    Jefferson
Clark, Inc.

    LAD I
Real Estate Company, LLC

    Lake Park
Skilled Nursing, Inc.

    Leatherman
90-1, Inc.

    Leatherman
Partnership 89-1, Inc.

    Leatherman
Partnership 89-2, Inc.

    Long Term
Care - Michigan, Inc.

    Long Term
Care - North Carolina, Inc.

    Long Term
Care Associates - Illinois, Inc.

    Long Term
Care Associates - Indiana, Inc.

    Long Term
Care Associates - Texas, Inc.

    Meridian
Arms Land, Inc.

    North Las
Vegas LLC

    NRS
Ventures, L.L.C.

    OHI
(Connecticut), Inc.

    OHI
(Florida), Inc.

    OHI
(Illinois), Inc.

    OHI
(Indiana), Inc.

    OHI
(Iowa), Inc.

    OHI
(Kansas), Inc.

    OHI Asset
(CA), LLC

    OHI Asset
(CT) Lender, LLC

    OHI Asset
(FL), LLC

    OHI Asset
(ID), LLC

    OHI Asset
(IN), LLC

    OHI Asset
(LA), LLC

    OHI Asset
(MI/NC), LLC

    OHI Asset
(MO), LLC

    OHI Asset
(OH) Lender, LLC

    OHI Asset
(OH) New Philadelphia, LLC

    OHI Asset
(OH), LLC

    OHI Asset
(PA) Trust

    OHI Asset
(PA), LLC (f/k/a OHI Asset (FL) Tarpon Springs, Pinellas Park & Gainesville,
LLC)

    OHI Asset
(SMS) Lender, Inc. (f/k/a Florida Lessor – West Palm Beach and Southpoint,
Inc.)

    OHI Asset
(TX), LLC

    OHI Asset
CSE-E, LLC

    OHI Asset
CSE-U, LLC

    OHI Asset
Essex (OH), LLC (f/k/a Omega Acquisition Facility I, LLC)

    OHI Asset
II (CA), LLC

    OHI Asset
II (PA) Trust

    OHI Asset
III (PA) Trust

    OHI
Asset, LLC

    OHI of
Kentucky, Inc.

    OHI of
Texas, Inc.

    OHI
Sunshine, Inc.

    OHIMA,
Inc.

    Omega
(Kansas), Inc.

    Omega TRS
I, Inc.

    Orange
Village Care Center, Inc.

    OS
Leasing Company

    Panama
City Nursing Center LLC

    Parkview
- Skilled Nursing, Inc.

    Pavillion
North Partners, Inc.

    Pavillion
North, LLP

    Pavillion
Nursing Center North, Inc.

    Pine
Texarkana Healthcare Associates, Inc.

    Reunion
Texarkana Healthcare Associates, Inc.

    San
Augustine Healthcare Associates, Inc.

    Silver
Lake Real Estate, LLC*

    Skilled
Nursing - Gaston, Inc.

    Skilled
Nursing - Herrin, Inc.

    Skilled
Nursing - Hicksville, Inc.

    Skilled
Nursing - Paris, Inc.

    Skyler
Maitland LLC

    South
Athens Healthcare Associates, Inc.

    St.
Mary’s Properties, Inc.

    Sterling
Acquisition Corp.

    Sterling
Acquisition Corp. II

    Suwanee,
LLC

    Texas
Lessor - Stonegate GP, Inc.

    Texas
Lessor - Stonegate Limited, Inc.

    Texas
Lessor - Stonegate, L.P.

    Texas
Lessor - Treemont, Inc.

    The
Suburban Pavilion, Inc.

    Washington
Lessor - Silverdale, Inc.

    Waxahachie
Healthcare Associates, Inc.

    West
Athens Healthcare Associates, Inc.

    Wilcare,
LLC

    


    


    


     

    *Subsidiary
was merged with and into another Restricted Subsidiary wholly owned by Omega
Healthcare Investors, Inc., which is being added as a New Subsidiary Guarantor
pursuant to this Second Supplemental Indenture.

     

    


    


    



    
      
        
           

        

         


      

      
         


        
          

        

      

      
         


      

    


    Schedule
II

    


    


    NEW
SUBSIDIARIES

    


    OHI Asset
(CO), LLC

    OHI Asset
(IL), LLC

    OHI Asset
IV (PA) Silver Lake Trust

    


     

    
      
        
           

        

         


      

      
         


        
          

        

      

      
         


      

    


    THIRD
SUPPLEMENTAL INDENTURE

    (Senior
Notes due 2016)

    


    THIS THIRD SUPPLEMENTAL INDENTURE
(this “Third
Supplemental Indenture”) is dated as of February 2, 2010, among OMEGA
HEALTHCARE INVESTORS, INC., a Maryland corporation (the “Issuer”), each of the
SUBSIDIARY GUARANTORS listed on Schedule I hereto (collectively, the “Subsidiary
Guarantors”), OHI Asset II (FL), LLC (the “New Subsidiary”), and
U.S. BANK NATIONAL ASSOCIATION, a national banking association organized and
existing under the laws of the United States of America, as trustee (the “Trustee”).

    


    W
I T N E S S E T H :

    


    WHEREAS, the Issuer and the
Subsidiary Guarantors have heretofore executed and delivered to the Trustee an
Indenture, dated as of December 30, 2005 (as amended by the First Supplemental
Indenture dated as of January 7, 2010, and the Second Supplemental Indenture
dated as of January 29, 2010, the “Indenture”),
providing for the issuance of the Issuer’s 7% Senior Notes due 2016 (the “Notes”);

    


    WHEREAS, Section 9.01 of the
Indenture authorizes the Issuer, the Subsidiary Guarantors and the Trustee,
together, to amend or supplement the Indenture, without notice to or consent of
any Holder of the Notes, for the purpose of making any change that would not
materially adversely affect the rights of any Holder of the Notes;

    


    WHEREAS, the Issuer has
created the New Subsidiary, which is required to become a Subsidiary Guarantor
pursuant to Section 4.14 of the Indenture;

    


    WHEREAS, in Section 1.01 of
the Indenture, the term “Subsidiary Guarantors” is defined to include all
Persons that become a Subsidiary Guarantor by the terms of the Indenture after
the Closing Date; and

    


    WHEREAS, Section 10.01 of the
Indenture provides that each Subsidiary Guarantor shall be a guarantor of the
Issuer’s obligations under the Notes, subject to the terms and conditions
described in the Indenture.

    


    NOW, THEREFORE, in
consideration of the foregoing and for other good and valuable consideration,
the receipt of which is hereby acknowledged, the Issuer, the Subsidiary
Guarantors, the New Subsidiary and the Trustee mutually covenant and agree for
the equal and ratable benefit of the Holders of the Notes as
follows:

    


    
      	
              1.  

            	
              CAPITALIZED
      TERMS.  Capitalized terms used herein without definition shall
      have the meanings assigned to them in the
  Indenture.

            


    

    


    
      	
              2.  

            	
              AMENDMENT
      TO GUARANTEE.  The New Subsidiary hereby agrees, jointly and
      severally with all other Subsidiary Guarantors, to guarantee the Issuer’s
      obligations under the Notes on the terms and subject to the conditions set
      forth in the Indenture, and to be bound by, and to receive the benefit of,
      all other applicable provisions of the Indenture as a Subsidiary
      Guarantor.  Such guarantee shall be evidenced by the New
      Subsidiary’s execution of a Subsidiary Guarantee, the form of which is
      attached as Exhibit E to the Indenture, and shall be effective as of the
      date hereof.

            


    

    


    
      	
              3.  

            	
              NO
      RECOURSE AGAINST OTHERS.  No past, present or future director,
      officer, employee, partner, affiliate, beneficiary or stockholder of the
      New Subsidiary, as such, shall have any liability for any obligations of
      the Issuer or any Subsidiary Guarantor under the Notes, any Guarantees,
      the Indenture or this Third Supplemental Indenture or for any claim based
      on, in respect of, or by reason of, such obligations or their
      creation.  Each Holder of the Notes, by accepting and holding a
      Note, waives and releases all such liability.  Such waiver and
      release are part of the consideration for the issuance of the
      Notes.

            


    

    


    
      	
              4.  

            	
              NEW
      YORK LAW TO GOVERN.  The laws of the State of New York shall
      govern and be used to construe this Third Supplemental
      Indenture.

            


    

    


    
      	
              5.  

            	
              COUNTERPARTS.  The
      parties may sign any number of copies of this Third Supplemental
      Indenture.  Each signed copy shall be an original, but all of
      them together shall represent the same
  agreement.

            


    

    


    
      	
              6.  

            	
              EFFECT
      OF HEADINGS.  The Section headings herein are for convenience
      only and shall not affect the construction
  hereof.

            


    

    


    
      	
              7.  

            	
              THE
      TRUSTEE.  The Trustee shall not be responsible in any manner
      whatsoever for or in respect of the validity or sufficiency of this Third
      Supplemental Indenture or for or in respect of the recitals contained
      herein, all of which recitals are made solely by the Issuer, the
      Subsidiary Guarantors and the New
Subsidiary.

            


    

    


    [Remainder
of Page Intentionally Left Blank]

    



    
      
        
           

        

         


      

      
         


        
          

        

      

      
         


      

    


    IN WITNESS WHEREOF, the parties hereto
have caused this Third Supplemental Indenture to be duly executed and attested,
all as of the date first above written.

    


    


    OMEGA
HEALTHCARE INVESTORS, INC.

    


    


    By:
_________________________________

    Name:
_______________________________

    Title:
________________________________

    


    On
behalf of each Subsidiary Guarantor, or its sole member, general partner or
trustee, named on the attached Schedule I

    


    


    By:
_________________________________

    Name:
_______________________________

    Title:
________________________________

    


    


    On
behalf of the New Subsidiary, OHI Asset II (FL), LLC, its sole
member

    


    


    By:
_________________________________

    Name:
_______________________________

    Title:
________________________________

    


    


    


    


    U.S.
BANK NATIONAL ASSOCIATION,

    as
Trustee

    


    


    By:
_________________________________

    Name:
_______________________________

    Title:
________________________________


    
      
        
           

        

         


      

      
         


        
          

        

      

      
         


      

    


    Schedule
I

    


    


    SUBSIDIARY
GUARANTORS

    


    Omega
Healthcare Investors, Inc.

    Arizona
Lessor - Infinia, Inc.

    Baldwin
Health Center, Inc.

    Bayside
Alabama Healthcare Second, Inc.

    Bayside
Arizona Healthcare Associates, Inc.

    Bayside
Arizona Healthcare Second, Inc.

    Bayside
Colorado Healthcare Associates, Inc.

    Bayside
Colorado Healthcare Second, Inc.

    Bayside
Indiana Healthcare Associates, Inc.

    Bayside
Street II, Inc.

    Bayside
Street, Inc.

    Canton
Health Care Land, Inc.

    Carnegie
Gardens LLC

    Center
Healthcare Associates, Inc.

    Cherry
Street - Skilled Nursing, Inc.

    Colonial
Gardens, LLC

    Colorado
Lessor - Conifer, Inc.

    Copley
Health Center, Inc.

    CSE
Anchorage LLC

    CSE
Blountville LLC

    CSE
Bolivar LLC

    CSE
Camden LLC

    CSE
Centennial Village

    CSE
Corpus North LLC

    CSE Crane
LLC

    CSE
Denver Iliff LLC

    CSE
Fairhaven LLC

    CSE
Huntingdon LLC

    CSE
Jacinto City LLC

    CSE
Jefferson City LLC

    CSE
Kerrville LLC

    CSE
Marianna Holdings LLC

    CSE
Memphis LLC

    CSE
Pennsylvania Holdings

    CSE
Ripley LLC

    CSE Ripon
LLC

    CSE
Spring Branch LLC

    CSE
Texarkana LLC

    CSE The
Village LLC

    CSE West
Point LLC

    CSE
Whitehouse LLC

    CSE
Williamsport LLC

    Dallas -
Skilled Nursing, Inc.

    Delta
Investors I, LLC

    Delta
Investors II, LLC

    Desert
Lane, LLC

    Dixon
Health Care Center, Inc.

    Florida
Lessor - Crystal Springs, Inc.

    Florida
Lessor - Emerald, Inc.

    Florida
Lessor - Lakeland, Inc.

    Florida
Lessor - Meadowview, Inc.

    Florida
Real Estate Company, LLC

    Georgia
Lessor - Bonterra/Parkview, Inc.

    Greenbough,
LLC

    Hanover
House, Inc.

    Heritage
Texarkana Healthcare Associates, Inc.

    House of
Hanover, Ltd.

    Hutton I
Land, Inc.

    Hutton II
Land, Inc.

    Hutton
III Land, Inc.

    Indiana
Lessor - Jeffersonville, Inc.

    Indiana
Lessor - Wellington Manor, Inc.

    Jefferson
Clark, Inc.

    LAD I
Real Estate Company, LLC

    Lake Park
- Skilled Nursing, Inc.

    Leatherman
90-1, Inc.

    Leatherman
Partnership 89-1, Inc.

    Leatherman
Partnership 89-2, Inc.

    Long Term
Care - Michigan, Inc.

    Long Term
Care - North Carolina, Inc.

    Long Term
Care Associates - Illinois, Inc.

    Long Term
Care Associates - Indiana, Inc.

    Long Term
Care Associates - Texas, Inc.

    Meridian
Arms Land, Inc.

    North Las
Vegas LLC

    NRS
Ventures, L.L.C.

    OHI
(Connecticut), Inc.

    OHI
(Florida), Inc.

    OHI
(Illinois), Inc.

    OHI
(Indiana), Inc.

    OHI
(Iowa), Inc.

    OHI
(Kansas), Inc.

    OHI Asset
(CA), LLC

    OHI Asset
(CT) Lender, LLC

    OHI Asset
(FL), LLC

    OHI Asset
(ID), LLC

    OHI Asset
(IN), LLC

    OHI Asset
(LA), LLC

    OHI Asset
(MI/NC), LLC

    OHI Asset
(MO), LLC

    OHI Asset
(OH) Lender, LLC

    OHI Asset
(OH) New Philadelphia, LLC

    OHI Asset
(OH), LLC

    OHI Asset
(PA) Trust

    OHI Asset
(PA), LLC (f/k/a OHI Asset (FL) Tarpon Springs, Pinellas Park & Gainesville,
LLC)

    OHI Asset
(SMS) Lender, Inc. (f/k/a Florida Lessor – West Palm Beach and Southpoint,
Inc.)

    OHI Asset
(TX), LLC

    OHI Asset
CSE-E, LLC

    OHI Asset
CSE-U, LLC

    OHI Asset
Essex (OH), LLC (f/k/a Omega Acquisition Facility I, LLC)

    OHI Asset
II (CA), LLC

    OHI Asset
II (PA) Trust

    OHI Asset
III (PA) Trust

    OHI
Asset, LLC

    OHI of
Kentucky, Inc.

    OHI of
Texas, Inc.

    OHI
Sunshine, Inc.

    OHIMA,
Inc.

    Omega
(Kansas), Inc.

    Omega TRS
I, Inc.

    Orange
Village Care Center, Inc.

    OS
Leasing Company

    Panama
City Nursing Center LLC

    Parkview
- Skilled Nursing, Inc.

    Pavillion
North Partners, Inc.

    Pavillion
North, LLP

    Pavillion
Nursing Center North, Inc.

    Pine
Texarkana Healthcare Associates, Inc.

    Reunion
Texarkana Healthcare Associates, Inc.

    San
Augustine Healthcare Associates, Inc.

    Skilled
Nursing - Gaston, Inc.

    Skilled
Nursing - Herrin, Inc.

    Skilled
Nursing - Hicksville, Inc.

    Skilled
Nursing - Paris, Inc.

    Skyler
Maitland LLC

    South
Athens Healthcare Associates, Inc.

    St.
Mary’s Properties, Inc.

    Sterling
Acquisition Corp.

    Sterling
Acquisition Corp. II

    Suwanee,
LLC

    Texas
Lessor - Stonegate GP, Inc.

    Texas
Lessor - Stonegate Limited, Inc.

    Texas
Lessor - Stonegate, L.P.

    Texas
Lessor - Treemont, Inc.

    The
Suburban Pavilion, Inc.

    Washington
Lessor - Silverdale, Inc.

    Waxahachie
Healthcare Associates, Inc.

    West
Athens Healthcare Associates, Inc.

    Wilcare,
LLC

    OHI Asset
(CO), LLC

    OHI Asset
(IL), LLC

    OHI Asset
IV (PA) Silver Lake Trust