Second Supplemental Indenture dated as of Dec 30, 2005


    
      
        

      

    

    
 

    OMEGA
      HEALTHCARE INVESTORS, INC.

    


    Issuer

    


    to

    


    WACHOVIA
      BANK, NATIONAL ASSOCIATION 

    


    Trustee

    


    


    


    


    


    Supplemental
      Indenture No. 2

    


    Dated
      as
      of December 30, 2005

     

    
 

    $100,000,000

    of

    6.95%
      Notes due 2007


    SUPPLEMENTAL
      INDENTURE NO. 2,
      dated
      as of December 30, 2005 (this “Second Supplemental Indenture”), between
OMEGA
      HEALTHCARE INVESTORS, INC.,
      a
      corporation duly organized and existing under the laws of the State of Maryland
      (the “Company”) and WACHOVIA
      BANK, NATIONAL ASSOCIATION,
      as
      trustee (the “Trustee”).

     

    RECITALS

    


    WHEREAS,
      the
      Company has heretofore delivered to the Trustee an Indenture dated as of January
      24, 1997 (the “Original Indenture”), as amended and supplemented by Supplemental
      Indenture No. 1 dated as of August 5, 1997 (the “First Supplemental Indenture”)
      (the Original Indenture as amended and supplemented by the First Supplemental
      Indenture, the “Indenture”), providing for the issuance from time to time of the
      Company’s 6.95% Notes due 2007 (the “Notes”).

    


    WHEREAS,
      in
      accordance with Section 902 of the Indenture, the Company has obtained the
      consent of the holders of a majority in aggregate principal amount of the Notes
      outstanding to the amendments to the Indenture set forth in this Second
      Supplemental Indenture.

    


    NOW,
      THEREFORE,
      in
      consideration of the premises herein contained and for other good and valuable
      consideration, the receipt and sufficiency of which are hereby acknowledged,
      it
      is mutually covenanted and agreed as follows:

    


    


    ARITCLE
      ONE

    RELATION
      TO INDENTURE; DEFINITIONS

    


    SECTION
      1.1. Relation to Indenture

    


    This
      Supplemental Indenture constitutes an integral part of the Indenture.


    


    SECTION
      1.2. Definitions.

    


    For
      all
      purposes of this Second Supplemental Indenture, except as otherwise expressly
      provided for or unless the context otherwise requires:

    


    (1)  Capitalized
      terms used but not defined herein shall have the respective meanings assigned
      to
      them in the Indenture; and

    


    (2)  All
      references herein to Articles and Sections, unless otherwise specified, refer
      to
      the corresponding Articles and Sections of this Second Supplemental
      Indenture.

    


    


    ARITCLE
      TWO

    AMENDMENTS
      TO INDENTURE

    


    SECTION
      2.1. Amendments to Indenture. Effective
      as of the Amendment Effective Date (as defined below): 

    


    (a)  The
      following Sections of the Indenture, and any corresponding provisions in the
      Notes, hereby are deleted in their entirety and replaced with “Intentionally
      Omitted.”:

    


    Existing
      Section Number   Caption

    SECTION
      801.  Company
      May Consolidate, Etc. Only on Certain Terms.

    SECTION
      1002.     Maintenance
      of Office or Agency.

    SECTION
      1004.     Statement
      as to Compliance.

    SECTION
      1006.     Provision
      of SEC Reports.

    SECTION
      1007.     Limitations
      on Dividends, Distributions 

    and
      Acquisitions of Capital Stock. 

    SECTION
      1008.     Existence.

    (b)  Subsections
      (4) through (8) of Section 501 (Events of Default) of the Indenture, as amended
      by Section 2.13 of the First Supplemental Indenture, and any corresponding
      provisions in the Notes, hereby are deleted in their entirety and replaced
      with
“Intentionally Omitted.”

    


    (c)  The
      first
      paragraph of Section 1104 of the Indenture (Notice of Redemption), and any
      corresponding provisions in the Notes, hereby is deleted in its entirety and
      replaced with the following: 

    “Notice
      of redemption shall be given in the manner provided in Section 106 not less
      than
      3 nor more than 25 days prior to the Redemption Date unless a shorter period
      is
      specified in the Debt Security of the series to be redeemed, to each Holder
      of
      Debt Securities to be redeemed, but failure to give such notice in the manner
      herein provided to the Holder of any Debt Securities designated for redemption
      as a whole or in part, or any defect in the notice to any such Holder, shall
      not
      affect the validity of the proceedings for the redemption of any other such
      Debt
      Securities or portion thereof.”

    


    (d)  Subsections
      (b) through (f) of Section 1504 (Conditions to Defeasance or Covenant
      Defeasance) of the Indenture and any corresponding provisions in the 2007 Notes,
      hereby are deleted in their entirety and replaced with “Intentionally
      Omitted.”

    


    SECTION
      2.2. Amendments to First Supplemental Indenture. Effective
      as of the Amendment Effective Date: 

    


    The
      following Sections of the First Supplemental Indenture, and any corresponding
      provisions in the Notes, hereby are deleted in their entirety and replaced
      with
“Intentionally Omitted.”: 

    


    Existing
      Section Number   Caption

    SECTION
      2.4.    Limitations
      on Incurrence of Debt.

    SECTION
      2.15.     Provision
      of Financial Information.

    


     

    ARITCLE
      THREE

    MISCELLANEOUS

    


    SECTION
      3.1. Ratification of Indenture.

    


    Except
      as
      expressly modified or amended hereby, the Indenture continues in full force
      and
      effect and is in all respects confirmed and preserved.

    


    SECTION
      3.2. Governing Law.

    


    This
      Second Supplemental Indenture and each Note shall be governed by and construed
      in accordance with the laws of the State of New York. This Second Supplemental
      Indenture is subject to the provisions of the Trust Indenture Act of 1939,
      as
      amended, and shall, to the extent applicable, be governed by such provisions.
      

    


    SECTION
      3.3. Counterparts.

    


    This
      Second Supplemental Indenture may be executed in any number of counterparts,
      each of which so executed shall be deemed to be an original, but all such
      counterparts shall together constitute but one and the same instrument.


    


    SECTION
      3.4. References to Second Supplemental Indenture.

    Any
      and
      all notices, requests, certificates and other instruments executed and delivered
      after the execution and delivery of this Second Supplemental Indenture may
      refer
      to the Indenture without making specific reference to this Second Supplemental
      Indenture, but nevertheless all such references shall include this Second
      Supplemental Indenture unless the context otherwise requires.

    


    SECTION
      3.5. Effect of this Second Supplemental Indenture.

    From
      and
      after the Amendment Effective Date, the Indenture shall be deemed to be modified
      as herein provided, but except as modified hereby, the Indenture shall continue
      in full force and effect. The Indenture as modified hereby shall be read, taken
      and construed as one and the same instrument.

    


    SECTION
      3.6. Severability.

    


    In
      the
      event that any provisions of this Second Supplemental Indenture shall be
      invalid, illegal or unenforceable, the validity, legality and enforceability
      of
      the remaining provisions shall not in any way be affected or impaired
      thereby.

    


    SECTION
      3.7. Trustee Not Responsible for Recitals.

    The
      recitals contained herein shall be taken as the statements of the Company,
      and
      the Trustee assumes no responsibility for their correctness. The Trustee makes
      no representations as to the validity or sufficiency of this Second Supplemental
      Indenture.

    


    SECTION
      3.7. Effectiveness.

    This
      Second Supplemental Indenture shall become effective, upon execution by the
      Company and the Trustee, on the Amendment Effective Date. As used herein, the
      “Amendment Effective Date” shall mean the date that the Company delivers written
      notice to the Trustee that the Notes tendered and not validly withdrawn on
      or
      prior to December 30, 2005 (the expiration date for the consent solicitation)
      pursuant to the Company's Offer to Purchase and Consent Solicitation Statement
      dated December 16, 2005,
      have
      been
      accepted for purchase.

    


    


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    IN
      WITNESS WHEREOF,
      the
      parties hereto have caused this Second Supplemental Indenture to be duly
      executed by their respective officers hereunto duly authorized, all as of the
      day and year first written above.

    


    


    OMEGA
      HEALTHCARE INVESTORS, INC.

    


    


    By:
      /s/
      Robert O. Stephenson  

    Name:
      Robert
      O. Stephenson  

    Title:
      Chief
      Financial Officer  

    


    


    


    WACHOVIA
      BANK, NATIONAL ASSOCIATION, 

    as
      Trustee

    


    By:
      /s/
      Charles S. Hodges  

    Name:
      Charles
      S. Hodges  

    Title:
      Vice
      President