Exhibit 4.2


 


EXECUTION VERSION


 





 



 


REGISTRATION RIGHTS AGREEMENT


 


Dated as of September 11, 2014


 


Among


 


Omega
Healthcare Investors, Inc.


 


and


 


THE GUARANTORS NAMED HEREIN


 


as Issuers,


 


and


 


J.P. MORGAN
SECURITIES LLC


MERRILL
LYNCH, PIERCE, FENNER & SMITH INCORPORATED


CREDIT AGRICOLE
SECURITIES (USA) INC.


RBS SECURITIES
INC.


 


On behalf of the several Initial Purchasers


 


4.50% Senior Notes due 2025


 



    	 



    	 



    

 


TABLE OF CONTENTS


 


	 	 	Page
	 	 	 
	1.	Definitions	1
	 	 	 
	2.	Exchange Offer	5
	 	 	 
	3.	Shelf Registration	9
	 	 	 
	4.	Additional Interest	11
	 	 	 
	5.	Registration Procedures	12
	 	 	 
	6.	Registration Expenses	22
	 	 	 
	7.	Indemnification and Contribution.	23
	 	 	 
	8.	Rules 144 and 144A	26
	 	 	 
	9.	Underwritten Registrations	27
	 	 	 
	10.	Miscellaneous	27


 




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REGISTRATION RIGHTS AGREEMENT


 


This Registration Rights Agreement (this
“Agreement”) is dated as of September 11, 2014, among OMEGA HEALTHCARE INVESTORS, INC., a Maryland corporation
(the “Company”), the subsidiaries of the Company listed on the signature pages hereto (collectively, and together
with any entity that in the future executes a supplemental indenture pursuant to which such entity agrees to guarantee the Notes
(as hereinafter defined), the “Guarantors,” and together with the Company, the “Issuers”),
J.P. MORGAN SECURITIES LLC, MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, CREDIT AGRICOLE SECURITIES (USA) INC. AND
RBS SECURITIES INC., collectively on behalf of the several initial purchasers (collectively, the “Initial Purchasers”)
listed on Schedule 1 to the Purchase Agreement (as defined below).


 


This Agreement is entered into in connection
with the Purchase Agreement by and among the Issuers and J.P. Morgan Securities LLC, Merrill Lynch, Pierce, Fenner & Smith
Incorporated, Credit Agricole Securities (USA) Inc. and RBS Securities Inc., collectively on behalf of the Initial Purchasers,
dated as of September 4, 2014 (the “Purchase Agreement”), which provides for, among other things, the sale
by the Company to the Initial Purchasers of $250,000,000 aggregate principal amount of the Company’s 4.50% Senior Notes
due 2025 (the “Notes”) guaranteed on a senior basis by the Guarantors (the “Guarantees”).
In order to induce the Initial Purchasers to enter into the Purchase Agreement, the Issuers have agreed to provide the registration
rights set forth in this Agreement for the benefit of the Initial Purchasers and any subsequent holder or holders of the Notes.
The execution and delivery of this Agreement is a condition to the Initial Purchasers’ obligation to purchase the Notes
under the Purchase Agreement.


 


The parties hereby agree as follows:


 


		1.	Definitions



 


As used in this Agreement, the following
terms shall have the following meanings:


 


Additional
Interest:  See Section 4(a) hereof.


 


Additional
Notes:  shall have the meaning ascribed thereto in the Indenture.


 


Advice:  See
the last paragraph of Section 5 hereof.


 


Agreement:  See
the introductory paragraphs hereto.


 


Applicable
Period:  See Section 2(b) hereof.


 




    	 



    	 



    

 


Application:  See
Section 7(a) hereof.


 


Business
Day:  Any day that is not a Saturday, Sunday or a day on which banking institutions in New York are authorized
or required by law to be closed.


 


Company:  See
the introductory paragraphs hereto.


 


Effectiveness
Date:  With respect to (i) the Exchange Offer Registration Statement, the 270th day after the Issue
Date and (ii) any Shelf Registration Statement, the 60th day after the Filing Date with respect thereto; provided,
however, that if the Effectiveness Date would otherwise fall on a day that is not a Business Day, then the Effectiveness
Date shall be the next succeeding Business Day.


 


Effectiveness
Period:  See Section 3(a) hereof.


 


Event
Date:  See Section 4(b) hereof.


 


Exchange
Act:  The Securities Exchange Act of 1934, as amended, and the rules and regulations of the SEC promulgated
thereunder.


 


Exchange
Notes:  See Section 2(a) hereof.


 


Exchange
Offer:  See Section 2(a) hereof.


 


Exchange
Offer Registration Statement:  See Section 2(a) hereof.


 


FINRA:  Financial
Industry Regulatory Authority, Inc.


 


Filing
Date:  (A) If no Registration Statement has been filed by the Company pursuant to this Agreement, the
220th day after the Issue Date; and (B) in any other case (which may be applicable notwithstanding the consummation of the
Exchange Offer), the 60th day after the delivery of a Shelf Notice as required pursuant to Section 2(c) hereof; provided,
however, that if the Filing Date would otherwise fall on a day that is not a Business Day, then the Filing Date shall be
the next succeeding Business Day.


 


Guarantees:  See
the introductory paragraphs hereto.


 


Guarantors:  See
the introductory paragraphs hereto.


 


Holder:  Any
holder of a Registrable Note or Registrable Notes.


 


Indenture:  The
Indenture, dated as of September 11, 2014, by and among the Company, the Guarantors and U.S. Bank National Association, as Trustee,
pursuant to which


 




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the Notes are being issued, as amended or
supplemented from time to time in accordance with the terms thereof.


 


Information:  See
Section 5(o) hereof.


 


Initial
Purchasers:  See the introductory paragraphs hereto.


 


Initial
Shelf Registration:  See Section 3(a) hereof.


 


Inspectors:  See
Section 5(o) hereof.


 


Issue
Date:  September 11, 2014, the date of the original issuance of the Notes.


 


Issuers:  See
the introductory paragraphs hereto.


 


Notes:  See
the introductory paragraphs hereto.


 


Participant:  See
Section 7(a) hereof.


 


Participating
Broker-Dealer:  See Section 2(b) hereof.


 


Person:  An
individual, trustee, corporation, partnership, limited liability company, joint stock company, trust, unincorporated association,
union, business association, firm or other legal entity.


 


Private
Exchange:  See Section 2(b) hereof.


 


Private
Exchange Notes:  See Section 2(b) hereof.


 


Prospectus:  The
prospectus included in any Registration Statement (including, without limitation, any prospectus subject to completion and a prospectus
that includes any information previously omitted from a prospectus filed as part of an effective registration statement in reliance
upon Rule 430A under the Securities Act and any “issuer free writing prospectus” as defined in Rule 433 under
the Securities Act), as amended or supplemented by any prospectus supplement, and all other amendments and supplements to the
Prospectus, including post-effective amendments, and all material incorporated by reference or deemed to be incorporated by reference
in such Prospectus.


 


Purchase
Agreement:  See the introductory paragraphs hereof.


 


Records:  See
Section 5(o) hereof.


 


Registrable
Notes:  Each Note (and the related Guarantees) upon its original issuance and at all times subsequent thereto,
each Exchange Note (and the related Guarantees)


 




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as to which Section 2(c)(iv) hereof
is applicable upon original issuance and at all times subsequent thereto and each Private Exchange Note (and the related Guarantees)
upon original issuance thereof and at all times subsequent thereto, until, in each case, the earliest to occur of (i) a Registration
Statement (other than, with respect to any Exchange Note as to which Section 2(c)(iv) hereof is applicable, the Exchange
Offer Registration Statement) covering such Note, Exchange Note or Private Exchange Note has been declared effective by the SEC
and such Note, Exchange Note or such Private Exchange Note, as the case may be, has been disposed of in accordance with such effective
Registration Statement, (ii) such Note has been exchanged pursuant to the Exchange Offer for an Exchange Note or Exchange
Notes (and the related Guarantees) that may be resold without restriction under the Securities Act, (iii) such Note, Exchange
Note or Private Exchange Note (and the related Guarantees), as the case may be, ceases to be outstanding for purposes of the Indenture
or (iv) such Note or Private Exchange Note, as the case may be, shall have been otherwise transferred by the holder thereof and
a new security not bearing a legend restricting further transfer shall have been delivered by the Company and subsequent disposition
of such new security shall not require registration or qualification under the Securities Act.


 


Registration
Statement:  Any registration statement of the Company that covers any of the Notes, the Exchange Notes or
the Private Exchange Notes (and the related Guarantees) filed with the SEC under the Securities Act, including the Prospectus,
amendments and supplements to such registration statement, including post-effective amendments, all exhibits, and all material
incorporated by reference or deemed to be incorporated by reference in such registration statement.


 


Regulatory
Requirements:  See the last paragraph of this Section 1.


 


Rule
144:  Rule 144 under the Securities Act.


 


Rule
144A:  Rule 144A under the Securities Act.


 


Rule
405:  Rule 405 under the Securities Act.


 


Rule
415:  Rule 415 under the Securities Act.


 


Rule
424:  Rule 424 under the Securities Act.


 


SEC:  The
U.S. Securities and Exchange Commission.


 


Securities
Act:  The Securities Act of 1933, as amended, and the rules and regulations of the SEC promulgated thereunder.


 


Shelf
Notice:  See Section 2(c) hereof.


 


Shelf
Registration:  See Section 3(b) hereof.


 




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Shelf
Registration Statement:  Any Registration Statement relating to a Shelf Registration.


 


Shelf
Suspension Period:  See Section 3(a) hereof.


 


Subsequent
Shelf Registration:  See Section 3(b) hereof.


 


TIA:  The
Trust Indenture Act of 1939, as amended.


 


Trustee:  The
trustee under the Indenture and the trustee (if any) under any indenture governing the Exchange Notes and Private Exchange Notes
(and the related Guarantees).


 


Underwritten
registration or underwritten offering:  A registration in which securities of the Company are sold to an
underwriter for reoffering to the public.


 


Except as otherwise specifically provided,
all references in this Agreement to acts, laws, statutes, rules, regulations, releases, forms, no-action letters and other regulatory
requirements (collectively, “Regulatory Requirements”) shall be deemed to refer also to any amendments thereto
and all subsequent Regulatory Requirements adopted as a replacement thereto having substantially the same effect therewith; provided
that Rule 144 shall not be deemed to amend or replace Rule 144A.


 


		2.	Exchange Offer



 


(a)         Unless the Exchange Offer would violate
applicable law or any applicable interpretation of the staff of the SEC, the Issuers shall use commercially reasonable efforts
to file with the SEC, no later than the Filing Date, a Registration Statement (the “Exchange Offer Registration Statement”)
on an appropriate registration form with respect to a registered offer (the “Exchange Offer”) to exchange any
and all of the Registrable Notes for a like aggregate principal amount of debt securities of the Company (the “Exchange
Notes”), guaranteed on a senior basis by the Guarantors, that are identical in all material respects to the Notes, except
that (i) the Exchange Notes shall contain no restrictive legend thereon and (ii) interest thereon shall accrue from
the last date on which interest was paid on the Notes or if no such interest has been paid, from the Issue Date, and which
are entitled to the benefits of the Indenture or a trust indenture which is identical in all material respects to the Indenture
(other than such changes to the Indenture or any such identical trust indenture as are necessary to comply with the TIA) and which,
in either case, conforms to the requirements necessary for qualification under the TIA. The Exchange Offer shall comply with all
applicable tender offer rules and regulations under the Exchange Act and other applicable laws. The Issuers shall (x) use
commercially reasonable efforts to cause the Exchange Offer Registration Statement to be declared effective under the Securities
Act on or before the Effectiveness Date; (y) keep the Exchange Offer open for at least 30 days (or longer if required by
applicable law) after the


 




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date that notice of the Exchange Offer is
mailed to Holders; and (z) consummate the Exchange Offer on or prior to the 360th day following the Issue Date.


 


Each Holder (including, without limitation,
each Participating Broker-Dealer) who participates in the Exchange Offer will be required to represent to the Issuers in writing
(which may be contained in the applicable letter of transmittal) that:  (i) any Exchange Notes acquired in exchange
for Registrable Notes tendered are being acquired in the ordinary course of business of the Person receiving such Exchange Notes,
whether or not such recipient is such Holder itself; (ii) at the time of the commencement or consummation of the Exchange
Offer neither such Holder nor, to the actual knowledge of such Holder, any other Person receiving Exchange Notes from such Holder
has an arrangement or understanding with any Person to participate in the “distribution” (within the meaning of the
Securities Act) of the Exchange Notes in violation of the provisions of the Securities Act; (iii) neither the Holder nor,
to the actual knowledge of such Holder, any other Person receiving Exchange Notes from such Holder is an “affiliate”
(as defined in Rule 405) of the Company or, if it is an affiliate of the Company, it will comply with the registration and
prospectus delivery requirements of the Securities Act to the extent applicable and will provide information to be included in
the Shelf Registration Statement in accordance with Section 5 hereof in order to have their Notes included in the Shelf Registration
Statement and benefit from the provisions regarding Additional Interest in Section 4 hereof; (iv) neither such Holder nor,
to the actual knowledge of such Holder, any other Person receiving Exchange Notes from such Holder is engaging in or intends to
engage in a distribution of the Exchange Notes; and (v) if such Holder is a Participating Broker-Dealer, such Holder has
acquired the Registrable Notes as a result of market-making activities or other trading activities and that it will comply with
the applicable provisions of the Securities Act (including, but not limited to, the prospectus delivery requirements thereunder)
in connection with any resale of the Exchange Notes.


 


Upon consummation of the Exchange Offer in
accordance with this Section 2, the provisions of this Agreement shall continue to apply, mutatis mutandis,
solely with respect to Registrable Notes that are Private Exchange Notes, Exchange Notes as to which Section 2(c)(iv) is
applicable and Exchange Notes held by Participating Broker-Dealers, and the Company shall have no further obligation to register
Registrable Notes (other than Private Exchange Notes and Exchange Notes as to which clause 2(c)(iv) hereof applies) pursuant
to Section 3 hereof.


 


No securities other than the Exchange Notes
shall be included in the Exchange Offer Registration Statement or exchange notes and related guarantees issuable in respect of
Additional Notes.


 


(b)         The Issuers shall include within the
Prospectus contained in the Exchange Offer Registration Statement a section entitled “Plan of Distribution,” in the
form attached hereto as Exhibit A or as otherwise, reasonably acceptable to the Initial Purchasers, which shall contain a summary
statement of the positions taken or policies made by the staff


 




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of the SEC with respect to the potential
“underwriter” status of any broker-dealer that is the “beneficial owner” (as defined in Rule 13d-3
under the Exchange Act) of Exchange Notes received by such broker-dealer in the Exchange Offer (a “Participating Broker-Dealer”),
whether such positions or policies have been publicly disseminated by the staff of the SEC or such positions or policies represent
the prevailing views of the staff of the SEC. Such “Plan of Distribution” section shall also expressly permit, to
the extent permitted by applicable policies and regulations of the SEC, the use of the Prospectus by all Persons subject to the
prospectus delivery requirements of the Securities Act, including, to the extent permitted by applicable policies and regulations
of the SEC, all Participating Broker-Dealers, and include a statement describing the means by which Participating Broker-Dealers
may resell the Exchange Notes in compliance with the Securities Act.


 


The Issuers shall use commercially reasonable
efforts to keep the Exchange Offer Registration Statement effective and to amend and supplement the Prospectus contained therein
in order to permit such Prospectus to be lawfully delivered by all Persons subject to the prospectus delivery requirements of
the Securities Act for such period of time as is necessary to comply with applicable law in connection with any resale of the
Exchange Notes; provided, however, that such period shall not be required to exceed 90 days or such longer period
if extended pursuant to the last paragraph of Section 5 hereof (the “Applicable Period”).


 


If, prior to consummation of the Exchange
Offer, the Initial Purchasers hold any Notes acquired by them that have the status of an unsold allotment in the initial distribution,
the Issuers, upon the request of the Initial Purchasers, shall simultaneously with the delivery of the Exchange Notes issue and
deliver to the Initial Purchasers, in exchange (the “Private Exchange”) for such Notes held by any such Holder,
a like principal amount of notes (the “Private Exchange Notes”) of the Company, guaranteed by the Guarantors,
that are identical in all material respects to the Exchange Notes except for the placement of a restrictive legend on such Private
Exchange Notes. The Private Exchange Notes shall be issued pursuant to the same indenture as the Exchange Notes and bear the same
CUSIP number as the Exchange Notes if permitted by the CUSIP Service Bureau.


 


In connection with the Exchange Offer, the
Issuers shall:


 


(1)         mail, or cause to be mailed,
to each Holder of record entitled to participate in the Exchange Offer a copy of the Prospectus forming part of the Exchange Offer
Registration Statement, together with an appropriate letter of transmittal and related documents;


 


(2)         use commercially reasonable
efforts to keep the Exchange Offer open for not less than 30 days after the date that notice of the Exchange Offer is mailed to
Holders (or longer if required by applicable law);


 




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(3)         utilize the services of
a depositary for the Exchange Offer with an address in the Borough of Manhattan, The City of New York;


 


(4)         permit Holders to withdraw
tendered Notes at any time prior to the close of business, New York time, on the last Business Day on which the Exchange Offer
remains open; and


 


(5)         otherwise comply in all
material respects with all applicable laws, rules and regulations.


 


As soon as practicable after the close of
the Exchange Offer and the Private Exchange, if any, the Issuers shall:


 


(1)         accept for exchange all
Registrable Notes validly tendered and not validly withdrawn pursuant to the Exchange Offer and the Private Exchange, if any;


 


(2)         deliver to the Trustee
for cancellation all Registrable Notes so accepted for exchange; and


 


(3)         cause the Trustee to authenticate
and deliver promptly to each Holder of Notes, Exchange Notes or Private Exchange Notes, as the case may be, equal in principal
amount to the Notes of such Holder so accepted for exchange; provided that, in the case of any Notes held in global form
by a depositary, authentication and delivery to such depositary of one or more replacement Notes in global form in an equivalent
principal amount thereto for the account of such Holders in accordance with the Indenture shall satisfy such authentication and
delivery requirement.


 


The Exchange Offer and the Private Exchange
shall not be subject to any conditions, other than that (i) the Exchange Offer or Private Exchange, as the case may be, does
not violate applicable law or any applicable interpretation of the staff of the SEC; (ii) no action or proceeding shall have
been instituted or threatened in any court or by any governmental agency which might materially impair the ability of the Issuers
to proceed with the Exchange Offer or the Private Exchange, and no material adverse development shall have occurred in any existing
action or proceeding with respect to the Issuers; and (iii) all governmental approvals shall have been obtained, which approvals
the Issuers deem necessary for the consummation of the Exchange Offer or Private Exchange.


 


The Exchange Notes and the Private Exchange
Notes shall be issued under (i) the Indenture or (ii) an indenture identical in all material respects to the Indenture
and which, in either case, conforms to the requirements necessary for qualification under the TIA or is exempt from such qualification
and shall provide that the Exchange Notes shall not be subject to the transfer restrictions set forth in the Indenture. The Indenture
or such indenture shall provide that the Exchange Notes, the Private Exchange Notes and the Notes shall vote


 




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and consent together on all matters as one
class and that none of the Exchange Notes, the Private Exchange Notes or the Notes will have the right to vote or consent as a
separate class on any matter.


 


(c)         If, (i) because of any change
in law or in currently prevailing interpretations of the staff of the SEC, the Issuers are not permitted to effect the Exchange
Offer, (ii) the Exchange Offer is not consummated within 360 days of the Issue Date, (iii) any Holder so requests in
writing to the Company at any time after the consummation of the Exchange Offer with respect to Notes (including Private Exchange
Notes) that were ineligible to be exchanged for Exchange Notes in the Exchange Offer (or in the case of Private Exchange Notes,
were not issued in exchange for Notes that are or were eligible to be exchanged in the Exchange Offer) or (iv)  in the case
of any Holder that participates in the Exchange Offer, such Holder does not receive Exchange Notes on the date of the exchange
that may be sold without restriction under the Securities Act (other than due solely to the status of such Holder as an affiliate
of the Company within the meaning of the Securities Act) and so notifies the Company within 30 days after such Holder first becomes
aware of such restrictions, in the case of each of clauses (i) to and including (iv) of this sentence, then the Issuers shall
promptly deliver to the Holders and the Trustee written notice thereof (the “Shelf Notice”) and shall file
a Shelf Registration pursuant to Section 3 hereof.


 


		3.	Shelf Registration



 


If at any time a Shelf Notice is delivered
as contemplated by Section 2(c) hereof, then:


 


(a)         Shelf Registration.
 The Issuers shall as promptly as practicable file with the SEC a Registration Statement for an offering to be made on a continuous
basis pursuant to Rule 415 covering all of the Registrable Notes (the “Initial Shelf Registration”). The Issuers
shall use commercially reasonable efforts to file with the SEC the Initial Shelf Registration on or prior to the applicable Filing
Date. The Initial Shelf Registration shall be on Form S-1 or another appropriate form permitting registration of such Registrable
Notes for resale by Holders in the manner or manners designated by them (including, without limitation, one or more underwritten
offerings). The Issuers shall not permit any securities other than the Registrable Notes and the Guarantees, and Additional Notes
(if any) and the related guarantees, to be included in the Initial Shelf Registration or any Subsequent Shelf Registration (as
defined below).


 


The Issuers shall use commercially
reasonable efforts to cause the Shelf Registration to be declared effective under the Securities Act on or prior to the Effectiveness
Date and to keep the Initial Shelf Registration continuously effective under the Securities Act until the date that is one year
from the Effectiveness Date or such shorter period ending when all Registrable Notes covered by the Initial Shelf Registration
have been sold in the manner set forth and as contemplated in the Initial Shelf Registration


 




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or, if applicable, a Subsequent
Shelf Registration (the “Effectiveness Period”); provided, however, that the Effectiveness Period
in respect of the Initial Shelf Registration shall be extended to the extent required to permit dealers to comply with the applicable
prospectus delivery requirements of Rule 174 under the Securities Act and as otherwise provided herein. Notwithstanding anything
to the contrary in this Agreement, at any time, the Company may delay the filing of any Initial Shelf Registration Statement or
delay or suspend the effectiveness thereof, for a reasonable period of time, but not in excess of an aggregate of 75 days in any
calendar year (a “Shelf Suspension Period”), if the Board of Directors of the Company determines reasonably
and in good faith that the filing of any such Initial Shelf Registration Statement or the continuing effectiveness thereof would
require the disclosure of non-public material information that, in the reasonable judgment of the Board of Directors of the Company,
would be detrimental to the Company if so disclosed or would otherwise materially adversely affect a financing, acquisition, disposition,
merger or other material transaction.


 


(b)         Withdrawal of Stop
Orders; Subsequent Shelf Registrations.  If the Initial Shelf Registration or any Subsequent Shelf Registration ceases to be
effective for any reason at any time during the Effectiveness Period (other than because of the sale of all of the Notes registered
thereunder), the Issuers shall use commercially reasonable efforts to obtain the prompt withdrawal of any order suspending the
effectiveness thereof, and in any event shall within 30 days of such cessation of effectiveness amend such Shelf Registration
Statement in a manner to obtain the withdrawal of the order suspending the effectiveness thereof, or file an additional Shelf
Registration Statement pursuant to Rule 415 covering all of the Registrable Notes covered by and not sold under the Initial Shelf
Registration or an earlier Subsequent Shelf Registration (each, a “Subsequent Shelf Registration”). If a Subsequent
Shelf Registration is filed, the Issuers shall use commercially reasonable efforts to cause the Subsequent Shelf Registration
to be declared effective under the Securities Act as soon as practicable after such filing and to keep such subsequent Shelf Registration
continuously effective for a period equal to the number of days in the Effectiveness Period less the aggregate number of days
during which the Initial Shelf Registration or any Subsequent Shelf Registration was previously continuously effective. As used
herein the term “Shelf Registration” means the Initial Shelf Registration and any Subsequent Shelf Registration.


 


(c)         Supplements and Amendments.
 The Issuers shall promptly supplement and amend the Shelf Registration if required by the rules, regulations or instructions applicable
to the registration form used for such Shelf Registration, if required by the Securities Act, or if reasonably requested by the
Holders of a majority in aggregate principal amount of the Registrable Notes (or their counsel) covered by such Registration Statement
with respect to the information included therein with respect to one or


 




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more of such Holders, or by any
underwriter of such Registrable Notes with respect to the information included therein with respect to such underwriter.


 


		4.	Additional Interest



 


(a)         The Issuers and the Initial Purchasers
agree that the Holders will suffer damages if the Issuers fail to fulfill their obligations under Section 2 or Section 3
hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Issuers agree
to pay, jointly and severally, as liquidated damages, additional interest on the Notes (“Additional Interest”)
under the circumstances and to the extent set forth below (each of which shall be given independent effect):


 


(i)          if (A) neither the Exchange
Offer Registration Statement nor the Initial Shelf Registration has been filed on or prior to the Filing Date applicable thereto
or (B) notwithstanding that the Issuers have consummated or will consummate the Exchange Offer, the Issuers are required to file
a Shelf Registration and such Shelf Registration is not filed on or prior to the Filing Date applicable thereto, then, commencing
on the day after any such Filing Date, Additional Interest shall accrue on the principal amount of the Notes at a rate of 0.25%
per annum for the first 90 days immediately following such applicable Filing Date, and such Additional Interest rate shall increase
by an additional 0.25% per annum at the beginning of each subsequent 90-day period; or


 


(ii)         if (A) neither the Exchange
Offer Registration Statement nor the Initial Shelf Registration is declared effective by the SEC on or prior to the Effectiveness
Date applicable thereto or (B) notwithstanding that the Issuers have consummated or will consummate the Exchange Offer, the
Issuers are required to file a Shelf Registration and such Shelf Registration is not declared effective by the SEC on or prior
to the Effectiveness Date applicable to such Shelf Registration, then, commencing on the day after such Effectiveness Date, Additional
Interest shall accrue on the principal amount of the Notes at a rate of 0.25% per annum for the first 90 days immediately following
the day after such Effectiveness Date, and such Additional Interest rate shall increase by an additional 0.25% per annum at the
beginning of each subsequent 90-day period; or


 


(iii)        if (A) the Issuers
have not exchanged Exchange Notes for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior
to the 90th day after the date on which the Exchange Offer Registration Statement was declared effective or (B) if applicable,
a Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time during the Effectiveness
Period, then Additional Interest shall accrue on the principal amount of the Notes at a rate of 0.25% per annum for the first
90 days commencing on the (x) 91st day after such effective date, in the case of (A) above, or (y) the day such Shelf Registration


 




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ceases to be effective in the case
of (B) above, and such Additional Interest rate shall increase by an additional 0.25% per annum at the beginning of each such
subsequent 90-day period;


 


provided,
however, that the Additional Interest rate on the Notes may not accrue under more than one of the foregoing clauses (i)
- (iii) at any one time and at no time shall the aggregate amount of Additional Interest accruing exceed in the aggregate 1.0%
per annum; provided, further, however, that (1) upon the filing of the applicable Exchange Offer Registration
Statement or the applicable Shelf Registration as required hereunder (in the case of clause (i) above of this Section 4),
(2) upon the effectiveness of the Exchange Offer Registration Statement or the applicable Shelf Registration Statement as
required hereunder (in the case of clause (ii) of this Section 4), or (3) upon the exchange of the Exchange Notes for
all Notes tendered (in the case of clause (iii)(A) of this Section 4), or upon the effectiveness of the applicable Shelf
Registration Statement which had ceased to remain effective (in the case of (iii)(B) of this Section 4), Additional Interest
on the Notes in respect of which such events relate as a result of such clause (or the relevant subclause thereof), as the case
may be, shall cease to accrue. Notwithstanding any other provision of this Section 4, the Issuers shall not be obligated to pay
Additional Interest provided in Sections 4(a)(i)(B), 4(a)(ii)(B) or 4(a)(iii)(B) during a Shelf Suspension Period permitted by
Section 3(a) hereof.


 


(b)         The Issuers shall notify the Trustee
within one Business Day after each and every date on which an event occurs in respect of which Additional Interest is required
to be paid (an “Event Date”). Any amounts of Additional Interest due pursuant to (a)(i), (a)(ii) or (a)(iii)
of this Section 4 will be payable in cash semiannually on each April 1 and October 1 (to the holders of record on the March
15 and September 15 immediately preceding such dates), commencing with the first such date occurring after any such Additional
Interest commences to accrue. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest
rate by the principal amount of the Registrable Notes, multiplied by a fraction, the numerator of which is the number of days
such Additional Interest rate was applicable during such period (determined on the basis of a 360 day year comprised of twelve
30 day months and, in the case of a partial month, the actual number of days elapsed), and the denominator of which is 360.


 


		5.	Registration Procedures



 


In connection with the filing of any Registration
Statement pursuant to Section 2 or 3 hereof, the Issuers shall effect such registrations to permit the sale of the securities
covered thereby in accordance with the intended method or methods of disposition thereof, and pursuant thereto and in connection
with any Registration Statement filed by the Company hereunder, each of the Issuers shall:


 


(a)         Prepare and file with
the SEC prior to the applicable Filing Date a Registration Statement or Registration Statements as prescribed by Section 2
or 3 hereof,


 




    	-12-



    	 



    

 


and use commercially reasonable
efforts to cause each such Registration Statement to become effective and remain effective as provided herein; provided,
however, that if (1) such filing is pursuant to Section 3 hereof or (2) a Prospectus contained in the Exchange
Offer Registration Statement filed pursuant to Section 2 hereof is required to be delivered under the Securities Act by any
Participating Broker-Dealer who seeks to sell Exchange Notes during the Applicable Period relating thereto from whom the Company
has received prior written notice that it will be a Participating Broker-Dealer in the Exchange Offer, before filing any Registration
Statement or Prospectus or any amendments or supplements thereto, the Issuers shall furnish to and afford the Holders of the Registrable
Notes covered by such Registration Statement (with respect to a Registration Statement filed pursuant to Section 3 hereof)
or each such Participating Broker-Dealer (with respect to any such Registration Statement), as the case may be, their counsel
and the managing underwriters, if any, a reasonable opportunity to review copies of all such documents (including copies of any
documents to be incorporated by reference therein and all exhibits thereto) proposed to be filed (in each case at least five Business
Days prior to such filing). The Issuers shall not file any Registration Statement or Prospectus or any amendments or supplements
thereto if the Holders of a majority in aggregate principal amount of the Registrable Notes covered by such Registration Statement,
their counsel, or the managing underwriters, if any, shall reasonably object on a timely basis.


 


(b)         Use commercially reasonable
efforts to prepare and file with the SEC such amendments and post-effective amendments to each Shelf Registration Statement or
Exchange Offer Registration Statement, as the case may be, as may be necessary to keep such Registration Statement continuously
effective for the Effectiveness Period, the Applicable Period or until consummation of the Exchange Offer, as the case may be;
cause the related Prospectus to be supplemented by any Prospectus supplement required by applicable law, and as so supplemented
to be filed pursuant to Rule 424; and comply with the provisions of the Securities Act and the Exchange Act applicable to
it with respect to the disposition of all securities covered by such Registration Statement as so amended or in such Prospectus
as so supplemented and with respect to the subsequent resale of any securities being sold by an Participating Broker-Dealer covered
by any such Prospectus. The Company shall be deemed not to have used commercially reasonable efforts to keep a Registration Statement
effective if such Issuer voluntarily takes any action that would result in selling Holders of the Registrable Notes covered thereby
or Participating Broker-Dealers seeking to sell Exchange Notes not being able to sell such Registrable Notes or such Exchange
Notes during that period unless such action is required by applicable law or permitted by this Agreement.


 


(c)         If (1) a Shelf Registration
is filed pursuant to Section 3 hereof, or (2) a Prospectus contained in the Exchange Offer Registration Statement filed
pursuant to Section 2 hereof is required to be delivered under the Securities Act by any Participating


 




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Broker-Dealer who seeks to sell
Exchange Notes during the Applicable Period relating thereto from whom the Company has received written notice that it will be
a Participating Broker-Dealer in the Exchange Offer, notify the selling Holders of Registrable Notes (with respect to a Registration
Statement filed pursuant to Section 3 hereof), or each such Participating Broker-Dealer (with respect to any such Registration
Statement), as the case may be, their counsel and the managing underwriters, if any, promptly (but in any event within one Business
Day), and confirm such notice in writing, (i) when a Prospectus or any Prospectus supplement or post-effective amendment
has been filed, and, with respect to a Registration Statement or any post-effective amendment, when the same has become effective
under the Securities Act (including in such notice a written statement that any Holder may, upon request, obtain, at the sole
expense of the Company, one conformed copy of such Registration Statement or post-effective amendment including financial statements
and schedules, documents incorporated or deemed to be incorporated by reference and exhibits), (ii) of the issuance by the
SEC of any stop order suspending the effectiveness of a Registration Statement or of any order preventing or suspending the use
of any preliminary prospectus or the initiation of any proceedings for that purpose, (iii) if at any time when a prospectus
is required by the Securities Act to be delivered in connection with sales of the Registrable Notes or resales of Exchange Notes
by Participating Broker-Dealers the representations and warranties of the Issuers contained in any agreement (including any underwriting
agreement) contemplated by Section 5(n) hereof cease to be true and correct, (iv) of the receipt by any Issuer of any
notification with respect to the suspension of the qualification or exemption from qualification of a Registration Statement or
any of the Registrable Notes or the Exchange Notes to be sold by any Participating Broker-Dealer for offer or sale in any jurisdiction,
or the initiation or threatening of any proceeding for such purpose, (v) of the happening of any event, the existence of
any condition or any information becoming known that makes any statement made in such Registration Statement or related Prospectus
or any document incorporated or deemed to be incorporated therein by reference untrue in any material respect or that requires
the making of any changes in or amendments or supplements to such Registration Statement, Prospectus or documents so that, in
the case of the Registration Statement, it will not contain any untrue statement of a material fact or omit to state any material
fact required to be stated therein or necessary to make the statements therein not misleading, and that in the case of the Prospectus,
it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or
necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, and (vi) of
the Issuers’ determination that a post-effective amendment to a Registration Statement would be appropriate.


 


(d)         Use commercially reasonable
efforts to prevent the issuance of any order suspending the effectiveness of a Registration Statement or of any order preventing


 




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or suspending the use of a Prospectus
or suspending the qualification (or exemption from qualification) of any of the Registrable Notes or the Exchange Notes to be
sold by any Participating Broker-Dealer, for sale in any jurisdiction, and, if any such order is issued, to use commercially reasonable
efforts to obtain the withdrawal of any such order at the earliest practicable date.


 


(e)         If a Shelf Registration
is filed pursuant to Section 3 and if requested in writing during the Effectiveness Period by the managing underwriter or
underwriters (if any), the Holders of a majority in aggregate principal amount of the Registrable Notes being sold in connection
with an underwritten offering or any Participating Broker-Dealer, (i) as promptly as practicable incorporate in a prospectus
supplement or post-effective amendment such information as the managing underwriter or underwriters (if any), such Holders, any
Participating Broker-Dealer or counsel for any of them reasonably request to be included therein, (ii) make all required
filings of such prospectus supplement or such post-effective amendment as soon as practicable after the Company has received notification
of the matters to be incorporated in such prospectus supplement or post-effective amendment, and (iii) supplement or make
amendments to such Registration Statement; provided, however, the Issuers shall not be required to take any action pursuant to
this Section 5(e) that would, in the opinion of counsel for the Company, reasonably satisfactory to the Initial Purchasers, violate
applicable law.


 


(f)          If (1) a Shelf Registration
is filed pursuant to Section 3 hereof, or (2) a Prospectus contained in the Exchange Offer Registration Statement filed
pursuant to Section 2 hereof is required to be delivered under the Securities Act by any Participating Broker-Dealer who
seeks to sell Exchange Notes during the Applicable Period, furnish to each selling Holder of Registrable Notes (with respect to
a Registration Statement filed pursuant to Section 3 hereof) and to each such Participating Broker-Dealer who so requests
(with respect to any such Registration Statement) and to their respective counsel and each managing underwriter, if any, at the
sole expense of the Company, one conformed copy of the Registration Statement or Registration Statements and each post-effective
amendment thereto, including financial statements and schedules, and, if requested, all documents incorporated or deemed to be
incorporated therein by reference and all exhibits.


 


(g)         If (1) a Shelf Registration
is filed pursuant to Section 3 hereof, or (2) a Prospectus contained in the Exchange Offer Registration Statement filed
pursuant to Section 2 hereof is required to be delivered under the Securities Act by any Participating Broker-Dealer who
seeks to sell Exchange Notes during the Applicable Period, deliver to each selling Holder of Registrable Notes (with respect to
a Registration Statement filed pursuant to Section 3 hereof), or each such Participating Broker-Dealer (with respect to any
such Registration Statement), as the case may be, their respective


 




    	-15-



    	 



    

 


counsel, and the underwriters,
if any, at the sole expense of the Company, as many copies of the Prospectus or Prospectuses (including each form of preliminary
prospectus) and each amendment or supplement thereto and any documents incorporated by reference therein as such Persons may reasonably
request; and, subject to the last paragraph of this Section 5, the Issuers hereby consent to the use of such Prospectus and
each amendment or supplement thereto by each of the selling Holders of Registrable Notes or each such Participating Broker-Dealer,
as the case may be, and the underwriters or agents, if any, and dealers, if any, in connection with the offering and sale of the
Registrable Notes covered by, or the sale by Participating Broker-Dealers of the Exchange Notes pursuant to, such Prospectus and
any amendment or supplement thereto.


 


(h)         Prior to any public offering
of Registrable Notes or any delivery of a Prospectus contained in the Exchange Offer Registration Statement by any Participating
Broker-Dealer who seeks to sell Exchange Notes during the Applicable Period, use commercially reasonable efforts to register or
qualify, and to cooperate with the selling Holders of Registrable Notes or each such Participating Broker-Dealer, as the case
may be, the managing underwriter or underwriters, if any, and their respective counsel in connection with the registration or
qualification (or exemption from such registration or qualification) of such Registrable Notes for offer and sale under the securities
or Blue Sky laws of such jurisdictions within the United States as any selling Holder, Participating Broker-Dealer, or the managing
underwriter or underwriters reasonably request in writing; provided, however, that where Exchange Notes held by
Participating Broker-Dealers or Registrable Notes are offered other than through an underwritten offering, the Issuers agree to
cause their counsel to perform Blue Sky investigations and file registrations and qualifications required to be filed pursuant
to this Section 5(h), keep each such registration or qualification (or exemption therefrom) effective during the period such
Registration Statement is required to be kept effective and do any and all other acts or things necessary or advisable to enable
the disposition in such jurisdictions of the Exchange Notes held by Participating Broker-Dealers or the Registrable Notes covered
by the applicable Registration Statement; provided, however, that no Issuer shall be required to (A) qualify
generally to do business in any jurisdiction where it is not then so qualified, (B) take any action that would subject it
to general service of process in any such jurisdiction where it is not then so subject or (C) subject itself to taxation
in excess of a nominal dollar amount in any such jurisdiction where it is not then so subject.


 


(i)          If a Shelf Registration
is filed pursuant to Section 3 hereof, cooperate with the selling Holders of Registrable Notes and the managing underwriter
or underwriters, if any, to facilitate the timely preparation and delivery of certificates representing Registrable Notes to be
sold, which certificates shall not bear any restrictive legends and shall be in a form eligible for deposit with The Depository
Trust Company;


 




    	-16-



    	 



    

 


and enable such Registrable Notes
to be in such denominations (subject to applicable requirements contained in the Indenture) and registered in such names as the
managing underwriter or underwriters, if any, or Holders may request.


 


(j)          Use commercially reasonable
efforts to cause the Registrable Notes covered by the Registration Statement to be registered with or approved by such other governmental
agencies or authorities as may be necessary to enable the seller or sellers thereof or the underwriter or underwriters, if any,
to consummate the disposition of such Registrable Notes, except as may be required solely as a consequence of the nature of such
selling Holder’s business, in which case the Issuers will cooperate in all respects with the filing of such Registration
Statement and the granting of such approvals; provided that no Issuer shall be required
to (A) qualify generally to do business in any jurisdiction where it is not then so qualified, (B) take any action that would
subject it to general service of process in any jurisdiction where it is not then so subject or (C) subject itself to taxation
in excess of a nominal dollar amount in any such jurisdiction it is not then so subject.


 


(k)         If (1) a Shelf Registration
is filed pursuant to Section 3 hereof, or (2) a Prospectus contained in the Exchange Offer Registration Statement filed
pursuant to Section 2 hereof is required to be delivered under the Securities Act by any Participating Broker-Dealer who
seeks to sell Exchange Notes during the Applicable Period, upon the occurrence of any event contemplated by paragraph 5(c)(v)
or 5(c)(vi) hereof, as promptly as practicable prepare and (subject to Section 5(a) hereof) file with the SEC, at the sole
expense of the Company, a supplement or post-effective amendment to the Registration Statement or a supplement to the related
Prospectus or any document incorporated or deemed to be incorporated therein by reference, or file any other required document
so that, as thereafter delivered to the purchasers of the Registrable Notes being sold thereunder (with respect to a Registration
Statement filed pursuant to Section 3 hereof) or to the purchasers of the Exchange Notes to whom such Prospectus will be
delivered by a Participating Broker-Dealer (with respect to any such Registration Statement), any such Prospectus will not contain
an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the
statements therein, in the light of the circumstances under which they were made, not misleading.


 


(l)          Use commercially reasonable
efforts to cause the Registrable Notes covered by a Registration Statement or the Exchange Notes, as the case may be, to be rated
with the appropriate rating agencies, if so requested by the Holders of a majority in aggregate principal amount of Registrable
Notes covered by such Registration Statement or the Exchange Notes, as the case may be, or the managing underwriter or underwriters,
if any.


 




    	-17-



    	 



    

 


(m)        Prior to the effective
date of the first Registration Statement relating to the Registrable Notes, (i) provide the Trustee with certificates for
the Registrable Notes in a form eligible for deposit with The Depository Trust Company and (ii) provide a CUSIP number for
the Registrable Notes.


 


(n)         In connection with any
underwritten offering of Registrable Notes pursuant to a Shelf Registration, enter into an underwriting agreement as is customary
in underwritten offerings of debt securities similar to the Notes, and take all such other actions as are reasonably requested
by the managing underwriter or underwriters in order to expedite or facilitate the registration or the disposition of such Registrable
Notes and, in such connection, (i) make such representations and warranties to, and covenants with, the underwriters with
respect to the business of the Issuers (including any acquired business, properties or entity, if applicable), and the Registration
Statement, Prospectus and documents, if any, incorporated or deemed to be incorporated by reference therein, in each case, as
are customarily made by issuers to underwriters in underwritten offerings of debt securities similar to the Notes, and confirm
the same in writing if and when requested; (ii) obtain the written opinions of counsel to the Issuers, and written updates
thereof in form, scope and substance reasonably satisfactory to the managing underwriter or underwriters, addressed to the underwriters
covering the matters customarily covered in opinions reasonably requested in underwritten offerings of debt securities similar
to the Notes; (iii) obtain “cold comfort” letters and updates thereof in form, scope and substance reasonably
satisfactory to the managing underwriter or underwriters from the independent certified public accountants of the Issuers (and,
if necessary, any other independent certified public accountants of the Issuers, or of any business acquired by the Issuers, for
which financial statements and financial data are, or are required to be, included or incorporated by reference in the Registration
Statement), addressed to each of the underwriters, such letters to be in customary form and covering matters of the type customarily
covered in “cold comfort” letters in connection with underwritten offerings of debt securities similar to the Notes;
and (iv) if an underwriting agreement is entered into, the same shall contain indemnification provisions and procedures no
less favorable to the sellers and underwriters, if any, than those set forth in Section 7 hereof (or such other provisions
and procedures reasonably acceptable to Holders of a majority in aggregate principal amount of Registrable Notes covered by such
Registration Statement and the managing underwriter or underwriters or agents, if any). The above shall be done at each closing
under such underwriting agreement, or as and to the extent required thereunder. Notwithstanding
the foregoing, the Issuers may delay entering into such agreement in the event that and for a period of time not to exceed an
aggregate of 60 days if (1) the Board of Directors of the Company determines in good faith that the disclosure of an event at
such time could reasonably be expected to have a material adverse effect on the business, operations or prospects of the Issuers
or (2) the disclosure otherwise relates to a material business transaction which has not been publicly disclosed and the 


 




    	-18-



    	 



    

 


Board
of Directors of the Company determines that any such disclosure would jeopardize the success of such transaction.


 


(o)         If (1) a Shelf Registration
is filed pursuant to Section 3 hereof, or (2) a Prospectus contained in the Exchange Offer Registration Statement filed
pursuant to Section 2 hereof is required to be delivered under the Securities Act by any Participating Broker-Dealer who
seeks to sell Exchange Notes during the Applicable Period, make available for inspection by any Initial Purchaser, any selling
Holder of such Registrable Notes being sold (with respect to a Registration Statement filed pursuant to Section 3 hereof),
or each such Participating Broker-Dealer, as the case may be, any underwriter participating in any such disposition of Registrable
Notes, if any, and any attorney, accountant or other agent retained by any such selling Holder or each such Participating Broker-Dealer
(with respect to any such Registration Statement), as the case may be, or underwriter (any such Initial Purchasers, Holders, Participating
Broker-Dealers, underwriters, attorneys, accountants or agents, collectively, the “Inspectors”), upon written
request, at the offices where normally kept, during reasonable business hours, all pertinent financial and other records, pertinent
corporate documents and instruments of the Company and subsidiaries of the Company (collectively, the “Records”),
as shall be reasonably necessary to enable them to exercise any applicable due diligence responsibilities, and cause the officers,
directors and employees of the Company and any of its subsidiaries to supply all information (“Information”)
reasonably requested by any such Inspector in connection with such due diligence responsibilities. Each Inspector shall agree
in writing that it will keep the Records and Information confidential and that it will not disclose any of the Records or Information
that the Company determines, in good faith, to be confidential and notifies the Inspectors in writing are confidential, and that
such information will be treated as confidential by it so as not to give rise to disclosure obligations on the part of the Issuer
under SEC Regulation FD unless (i) the disclosure of such Records or Information is necessary to avoid or correct a misstatement
or omission in such Registration Statement or Prospectus, (ii) the release of such Records or Information is ordered pursuant
to a subpoena or other order from a court of competent jurisdiction, (iii) disclosure of such Records or Information is necessary
or advisable, in the opinion of counsel for any Inspector, in connection with any action, claim, suit or proceeding, directly
or indirectly, involving or potentially involving such Inspector and arising out of, based upon, relating to, or involving this
Agreement or the Purchase Agreement, or any transactions contemplated hereby or thereby or arising hereunder or thereunder, or
(iv) the information in such Records or Information has been made generally available to the public other than by an Inspector
or an “affiliate” (as defined in Rule 405) thereof; provided, however, that prior notice shall
be provided as soon as practicable to the Company of the potential disclosure of any information by such Inspector pursuant to
clauses (i) or (ii) of this sentence to permit the Company to obtain a protective order (or waive the provisions of
this paragraph (o)) and that such Inspector shall take such actions as are


 




    	-19-



    	 



    

 


reasonably necessary to protect
the confidentiality of such information (if practicable) to the extent such action is otherwise not inconsistent with, an impairment
of or in derogation of the rights and interests of the Holder or any Inspector.


 


(p)         Provide an indenture trustee
for the Registrable Notes or the Exchange Notes, as the case may be, and, unless exempt from qualification, cause the Indenture
or the trust indenture provided for in Section 2(a) hereof, as the case may be, to be qualified under the TIA not later than
the effective date of the first Registration Statement relating to the Registrable Notes; and in connection therewith, cooperate
with the trustee under any such indenture and the Holders of the Registrable Notes to effect such changes (if any) to such indenture
as may be required for such indenture to be so qualified in accordance with the terms of the TIA; and execute, and use commercially
reasonable efforts to cause such trustee to execute, all documents as may be required to effect such changes, and all other forms
and documents required to be filed with the SEC to enable such indenture to be so qualified in a timely manner.


 


(q)         Comply with all applicable
rules and regulations of the SEC and make generally available to its securityholders with regard to any applicable Registration
Statement, a consolidated earnings statement satisfying the provisions of Section 11(a) of the Securities Act and Rule 158
thereunder (or any similar rule promulgated under the Securities Act) no later than 45 days after the end of any fiscal quarter
(or 90 days after the end of any 12-month period if such period is a fiscal year) (i) commencing at the end of any fiscal
quarter in which Registrable Notes are sold to underwriters in a firm commitment or best efforts underwritten offering and (ii) if
not sold to underwriters in such an offering, commencing on the first day of the first fiscal quarter of the Company, after the
effective date of a Registration Statement, which statements shall cover said 12-month periods.


 


(r)          If the Exchange Offer
or a Private Exchange is to be consummated, upon delivery of the Registrable Notes by Holders to the Company (or to such other
Person as directed by the Company), in exchange for the Exchange Notes or the Private Exchange Notes, as the case may be, the
Issuers shall mark, or cause to be marked, on such Registrable Notes that such Registrable Notes are being cancelled in exchange
for the Exchange Notes or the Private Exchange Notes, as the case may be; in no event shall such Registrable Notes be marked as
paid or otherwise satisfied.


 


(s)         Cooperate with each seller
of Registrable Notes covered by any Registration Statement and each underwriter, if any, participating in the disposition of such
Registrable Notes and their respective counsel in connection with any filings required to be made with FINRA.


 




    	-20-



    	 



    

 


(t)          Use commercially reasonable
efforts to take all other steps necessary to effect the registration of the Exchange Notes and/or Registrable Notes covered by
a Registration Statement contemplated hereby.


 


The Company may require each seller of Registrable
Notes as to which any registration is being effected to furnish to the Company such information regarding such seller and the
distribution of such Registrable Notes as the Company may, from time to time, reasonably request. The Company may exclude from
such registration the Registrable Notes of any seller so long as such seller fails to furnish such information within a reasonable
time after receiving such request. Each seller as to which any Shelf Registration is being effected agrees to furnish promptly
to the Company all information required to be disclosed in order to make the information previously furnished to the Company by
such seller not materially misleading.


 


If any such Registration Statement refers
to any Holder by name or otherwise as the holder of any securities of any Issuer, then such Holder shall have the right to require
(i) the insertion therein of language, in form and substance reasonably satisfactory to such Holder, to the effect that the
holding by such Holder of such securities is not to be construed as a recommendation by such Holder of the investment quality
of the securities covered thereby and that such holding does not imply that such Holder will assist in meeting any future financial
requirements of the Issuers, or (ii) in the event that such reference to such Holder by name or otherwise is not required
by the Securities Act or any similar federal statute then in force, the deletion of the reference to such Holder in any amendment
or supplement to the Registration Statement filed or prepared subsequent to the time that such reference ceases to be required.


 


Each Holder of Registrable Notes and each
Participating Broker-Dealer agrees by its acquisition of such Registrable Notes or Exchange Notes to be sold by such Participating
Broker-Dealer, as the case may be, that, upon actual receipt of any notice from the Company of the happening of any event of the
kind described in Section 5(c)(ii), 5(c)(iv), 5(c)(v), or 5(c)(vi) hereof, such Holder will forthwith discontinue disposition
of such Registrable Notes covered by such Registration Statement or Prospectus or Exchange Notes to be sold by such Holder or
Participating Broker-Dealer, as the case may be, and in each case, dissemination of such Prospectus, until such Holder’s
or Participating Broker-Dealer’s receipt of the copies of the supplemented or amended Prospectus contemplated by Section 5(k)
hereof, or until it is advised in writing (the “Advice”) by the Company that the use of the applicable Prospectus
may be resumed, and has received copies of any amendments or supplements thereto. In the event that the Issuers shall give any
such notice, each of the Applicable Period and the Effectiveness Period shall be extended by the number of days during such periods
from and including the date of the giving of such notice to and including the date when each seller of Registrable Notes covered
by such Registration Statement or Exchange Notes to be sold by


 




    	-21-



    	 



    

 


such Participating Broker-Dealer, as the
case may be, shall have received (x) the copies of the supplemented or amended Prospectus contemplated by Section 5(k)
hereof or (y) the Advice.


 


		6.	Registration Expenses



 


All fees and expenses incident to the performance
of or compliance with this Agreement by the Issuers shall be borne by the Company, whether or not the Exchange Offer Registration
Statement or any Shelf Registration Statement is filed or becomes effective or the Exchange Offer is consummated, including, without
limitation, (i) all registration and filing fees (including, without limitation, (A) fees with respect to filings required
to be made with FINRA in connection with an underwritten offering and (B) fees and expenses of compliance with state securities
or Blue Sky laws where required (including, without limitation, fees and disbursements of counsel in connection with Blue Sky
qualifications of the Registrable Notes or Exchange Notes and determination of the eligibility of the Registrable Notes or Exchange
Notes for investment under the laws of such jurisdictions (x) where the holders of Registrable Notes are located, in the
case of the Exchange Notes, or (y) as provided in Section 5(h) hereof, in the case of Registrable Notes or Exchange
Notes to be sold by a Participating Broker-Dealer during the Applicable Period)), (ii) printing expenses, including, without
limitation, expenses of printing certificates for Registrable Notes or Exchange Notes in a form eligible for deposit with The
Depository Trust Company and of printing prospectuses if the printing of prospectuses is requested by the managing underwriter
or underwriters, if any, by the Holders of a majority in aggregate principal amount of the Registrable Notes included in any Registration
Statement or in respect of Registrable Notes or Exchange Notes to be sold by any Participating Broker-Dealer during the Applicable
Period, as the case may be, (iii) messenger, telephone and delivery expenses, (iv) fees and disbursements of counsel
for the Issuers and, in the case of a Shelf Registration, reasonable fees and disbursements of one special counsel for all of
the sellers of Registrable Notes selected by the Holders of a majority in aggregate principal amount of Registrable Notes covered
by such Shelf Registration (exclusive of any counsel retained pursuant to Section 7 hereof), (v) fees and disbursements of
all independent certified public accountants referred to in Section 5(n)(iii) hereof (including, without limitation, the expenses
of any “cold comfort” letters required by or incident to such performance), (vi) Securities Act liability insurance,
if the Issuers desire such insurance, (vii) fees and expenses of all other Persons retained by the Issuers, (viii) internal
expenses of the Issuers (including, without limitation, all salaries and expenses of officers and employees of the Issuers performing
legal or accounting duties), (ix) the expense of any annual audit, (x) any fees and expenses incurred in connection
with the listing of the securities to be registered on any securities exchange, and the obtaining of a rating of the securities,
in each case, if applicable and (xi) the expenses relating to printing, word processing and distributing all Registration
Statements, underwriting agreements, indentures and any other documents necessary in order to comply with this Agreement. Notwithstanding
the foregoing, the Issuers shall not pay underwriting or brokerage discounts or commissions.


 




    	-22-



    	 



    

 


		7.	Indemnification
and Contribution.



 


(a)         Each of the Issuers agree, jointly
and severally, to indemnify and hold harmless each Holder of Registrable Notes and each Participating Broker-Dealer selling Exchange
Notes during the Applicable Period, and each Person, if any, who controls such Person or its affiliates within the meaning of
Section 15 of the Act or Section 20 of the Exchange Act (each, a “Participant”) against any losses, claims,
damages or liabilities to which any Participant may become subject under the Securities Act, the Exchange Act or otherwise, insofar
as any such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon:


 


(i)          any untrue statement or
alleged untrue statement made by any Issuer contained in any application or any other document or any amendment or supplement
thereto executed by any Issuer based upon written information furnished by or on behalf of any Issuer filed in any jurisdiction
in order to qualify the Notes under the securities or “Blue Sky” laws thereof or filed with the SEC or any securities
association or securities exchange (each, an “Application”);


 


(ii)         any untrue statement
or alleged untrue statement of any material fact contained in any Registration Statement (or any amendment thereto) or Prospectus
(as amended or supplemented if any of the Issuers shall have furnished any amendments or supplements thereto) or any preliminary
prospectus; or


 


(iii)        the omission or alleged
omission to state, in any Registration Statement (or any amendment thereto) or Prospectus (as amended or supplemented if any of
the Issuers shall have furnished any amendments or supplements thereto) or any preliminary prospectus or any Application or any
other document or any amendment or supplement thereto, a material fact required to be stated therein or necessary to make the
statements therein not misleading;


 


and will reimburse, as incurred, the Participant for any legal
or other expenses incurred by the Participant in connection with investigating, defending against or appearing as a third-party
witness in connection with any such loss, claim, damage, liability or action; provided, however, none of the Issuers
will be liable in any such case to the extent that any such loss, claim, damage, or liability arises out of or is based upon any
untrue statement or alleged untrue statement or omission or alleged omission made in any Registration Statement (or any amendment
thereto) or Prospectus (as amended or supplemented if any of the Issuers shall have furnished any amendments or supplements thereto)
or any preliminary prospectus or Application or any amendment or supplement thereto in reliance upon and in conformity with information
relating to any Participant furnished to the Issuers by such Participant specifically for use therein. The indemnity provided
for in this Section 7 will be in addition to any liability that the Issuers may otherwise have to the indemnified parties.
The Issuers shall not be


 




    	-23-



    	 



    

 


liable under this Section 7 for any settlement of any
claim or action effected without their prior written consent, which shall not be unreasonably withheld.


 


(b)         Each Participant, severally and not
jointly, agrees to indemnify and hold harmless the Issuers, their directors, their officers and each Person, if any, who controls
the Issuers within the meaning of Section 15 of the Act or Section 20 of the Exchange Act against any losses, claims, damages
or liabilities to which the Issuers or any such director, officer or controlling person may become subject under the Act, the
Exchange Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of
or are based upon (i) any untrue statement or alleged untrue statement of any material fact contained in any Registration
Statement, Prospectus or Application, any amendment or supplement thereto, or any preliminary prospectus, or (ii) the omission
or the alleged omission to state therein a material fact necessary to make the statements therein not misleading, in each case
to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission
was made in reliance upon and in conformity with written information concerning such Participant, furnished to the Issuers by
the Participant, specifically for use therein; and subject to the limitation set forth immediately preceding this clause, will
reimburse, as incurred, any reasonable legal or other expenses incurred by the Issuers or any such director, officer or controlling
person in connection with investigating or defending against or appearing as a third party witness in connection with any such
loss, claim, damage, liability or action in respect thereof. The indemnity provided for in this Section 7 will be in addition
to any liability that the Participants may otherwise have to the indemnified parties. The Participants shall not be liable under
this Section 7 for any settlement of any claim or action effected without their consent, which shall not be unreasonably
withheld. The Issuers shall not, without the prior written consent of such Participant, effect any settlement or compromise of
any pending or threatened proceeding in respect of which such Participant is or could have been a party, or indemnity could have
been sought hereunder by such Participant, unless such settlement (A) includes an unconditional written release of such Participant,
in form and substance reasonably satisfactory to such Participant, from all liability on claims that are the subject matter of
such proceeding and (B) does not include any statement as to an admission of fault, culpability or failure to act by or on behalf
of such Participant.


 


(c)         Promptly after receipt by an indemnified
party under this Section 7 of notice of the commencement of any action for which such indemnified party is entitled to indemnification
under this Section 7, such indemnified party will, if a claim in respect thereof is to be made against the indemnifying party
under this Section 7, notify the indemnifying party of the commencement thereof in writing; but the omission to so notify the
indemnifying party (i) will not relieve it from any liability under paragraph (a) or (b) above unless and to the extent such
failure results in the forfeiture by the indemnifying party of substantial rights and defenses and (ii) will not, in any
event, relieve the indemnifying party from any obligations to any indemnified party other than the indemnification obligation
provided in paragraphs (a)


 




    	-24-



    	 



    

 


and (b) above. In case any such action is
brought against any indemnified party, and it notifies the indemnifying party of the commencement thereof, the indemnifying party
will be entitled to participate therein and, to the extent that it may wish, jointly with any other indemnifying party similarly
notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party; provided, however,
that if (i) the use of counsel chosen by the indemnifying party to represent the indemnified party would present such counsel
with a conflict of interest, (ii) the defendants in any such action include both the indemnified party and the indemnifying
party and the indemnified party shall have been advised by counsel that there may be one or more legal defenses available to it
and/or other indemnified parties that are different from or additional to those available to the indemnifying party, or (iii) the
indemnifying party shall not have employed counsel reasonably satisfactory to the indemnified party to represent the indemnified
party within a reasonable time after receipt by the indemnifying party of notice of the institution of such action, then, in each
such case, the indemnifying party shall not have the right to direct the defense of such action on behalf of such indemnified
party or parties and such indemnified party or parties shall have the right to select separate counsel to defend such action on
behalf of such indemnified party or parties. After notice from the indemnifying party to such indemnified party of its election
so to assume the defense thereof and approval by such indemnified party of counsel appointed to defend such action, the indemnifying
party will not be liable to such indemnified party under this Section 7 for any legal or other expenses, other than reasonable
costs of investigation, subsequently incurred by such indemnified party in connection with the defense thereof, unless (i) the
indemnified party shall have employed separate counsel in accordance with the proviso to the immediately preceding sentence (it
being understood, however, that in connection with such action the indemnifying party shall not be liable for the expenses of
more than one separate counsel (in addition to local counsel) in any one action or separate but substantially similar actions
in the same jurisdiction arising out of the same general allegations or circumstances, designated by Participants who sold a majority
in interest of the Registrable Notes and Exchange Notes sold by all such Participants in the case of paragraph (a) of this Section
7 or the Issuers in the case of paragraph (b) of this Section 7, representing the indemnified parties under such paragraph (a)
or paragraph (b), as the case may be, who are parties to such action or actions) or (ii) the indemnifying party has authorized
in writing the employment of counsel for the indemnified party at the expense of the indemnifying party. All fees and expenses
reimbursed pursuant to this paragraph (c) shall be reimbursed as they are incurred. After such notice from the indemnifying party
to such indemnified party, the indemnifying party will not be liable for the costs and expenses of any settlement of such action
effected by such indemnified party without the prior written consent of the indemnifying party (which consent shall not be unreasonably
withheld), unless such indemnified party waived in writing its rights under this Section 7, in which case the indemnified
party may effect such a settlement without such consent.


 


(d)         In circumstances in which the indemnity
agreement provided for in the preceding paragraphs of this Section 7 is unavailable to, or insufficient to hold harmless,
an


 




    	-25-



    	 



    

 


indemnified party in respect of any losses,
claims, damages or liabilities (or actions in respect thereof), each indemnifying party, in order to provide for just and equitable
contribution, shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages
or liabilities (or actions in respect thereof) in such proportion as is appropriate to reflect (i) the relative benefits received
by the indemnifying party or parties on the one hand and the indemnified party on the other from the offering of the Notes or
(ii) if the allocation provided by the foregoing clause (i) is not permitted by applicable law, not only such relative benefits
but also the relative fault of the indemnifying party or parties on the one hand and the indemnified party on the other in connection
with the statements or omissions or alleged statements or omissions that resulted in such losses, claims, damages or liabilities
(or actions in respect thereof). The relative benefits received by the Company on the one hand and such Participant on the other
shall be deemed to be in the same proportion as the total proceeds from the offering (before deducting expenses) of the Notes
received by the Company bear to the total net profit received by such Participant in connection with the sale of the Notes. The
relative fault of the parties shall be determined by reference to, among other things, whether the untrue or alleged untrue statement
of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Issuers
on the one hand, or the Participants on the other, the parties’ relative intent, knowledge, access to information and opportunity
to correct or prevent such statement or omission or alleged statement or omission, and any other equitable considerations appropriate
in the circumstances. The parties agree that it would not be equitable if the amount of such contribution were determined by pro
rata or per capita allocation or by any other method of allocation that does not take into account the equitable considerations
referred to in the first sentence of this paragraph (d). Notwithstanding any other provision of this paragraph (d), no Participant
shall be obligated to make contributions hereunder that in the aggregate exceed the total net profit received by such Participant
in connection with the sale of the Notes, less the aggregate amount of any damages that such Participant has otherwise been required
to pay by reason of the untrue or alleged untrue statements or the omissions or alleged omissions to state a material fact, and
no person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled
to contribution from any person who was not guilty of such fraudulent misrepresentation. For purposes of this paragraph (d), each
person, if any, who controls a Participant within the meaning of Section 15 of the Act or Section 20 of the Exchange
Act shall have the same rights to contribution as the Participants, and each director of the Issuers, each officer of the Issuers
and each person, if any, who controls the Issuers within the meaning of Section 15 of the Act or Section 20 of the Exchange
Act, shall have the same rights to contribution as the Issuers.


 


		8.	Rules 144 and 144A



 


The Issuers covenant and agree that they
will file the reports required to be filed by them under the Securities Act and the Exchange Act and the rules and regulations
adopted by the SEC thereunder in a timely manner in accordance with the requirements of the


 




    	-26-



    	 



    

 


Securities Act and the Exchange Act and,
if at any time the Company or any Guarantor is not required to file such reports, the Company or such Guarantor, as the case may
be, will, upon the request of any Holder or beneficial owner of Registrable Notes, make available such information necessary to
permit sales pursuant to Rule 144A. The Issuers further covenant and agree, for so long as any Registrable Notes remain outstanding,
that they will take such further action as any Holder of Registrable Notes may reasonably request, all to the extent required
from time to time to enable such holder to sell Registrable Notes without registration under the Securities Act within the limitation
of the exemptions provided by Rule 144 and Rule 144A.


 


		9.	Underwritten Registrations



 


If any of the Registrable Notes covered by
any Shelf Registration are to be sold in an underwritten offering, the investment banker or investment bankers and manager or
managers that will manage the offering will be selected by the Holders of a majority in aggregate principal amount of such Registrable
Notes included in such offering and shall be reasonably acceptable to the Company.


 


No Holder of Registrable Notes may participate
in any underwritten registration hereunder unless such Holder (a) agrees to sell such Holder’s Registrable Notes on
the basis provided in any underwriting arrangements approved by the Persons entitled hereunder to approve such arrangements and
(b) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents
required under the terms of such underwriting arrangements.


 


		10.	Miscellaneous



 


(a)         No Inconsistent Agreements.
 None of the Issuers has entered, as of the date hereof, and none of the Issuers shall enter, after the date of this Agreement,
into any agreement with respect to any of its securities that is inconsistent with the rights granted to the Holders of Registrable
Notes in this Agreement or otherwise conflicts with the provisions hereof. The rights granted to the Holders hereunder do not
in any way conflict with and are not inconsistent with the rights granted to the holders of the Issuers’ other issued and
outstanding securities under any such agreements.


 


(b)         Adjustments Affecting Registrable
Notes.  The Issuers shall not, directly or indirectly, take any action with respect to the Registrable Notes as a class that
would adversely affect the ability of the Holders of Registrable Notes to include such Registrable Notes in a registration undertaken
pursuant to this Agreement.


 


(c)         Amendments and Waivers.  The
provisions of this Agreement may not be amended, modified or supplemented, and waivers or consents to departures from the provisions
hereof may not be given, otherwise than with the prior written consent of (I) the Issuers,


 




    	-27-



    	 



    

 


and (II) (A) the Holders of not
less than a majority in aggregate principal amount of the then outstanding Registrable Notes and (B) in circumstances that
would adversely affect the Participating Broker-Dealers, the Participating Broker-Dealers holding not less than a majority in
aggregate principal amount of the Exchange Notes held by all Participating Broker-Dealers; provided, however, that
Section 7 and this Section 10(c) may not be amended, modified or supplemented without the prior written consent of each
Holder and each Participating Broker-Dealer (including any person who was a Holder or Participating Broker-Dealer of Registrable
Notes or Exchange Notes, as the case may be, disposed of pursuant to any Registration Statement) affected by any such amendment,
modification or supplement. Notwithstanding the foregoing, a waiver or consent to depart from the provisions hereof with respect
to a matter that relates exclusively to the rights of other Holders of Registrable Notes whose securities are being sold pursuant
to a Registration Statement and that does not directly or indirectly affect, impair, limit or compromise the rights of Holders
of Registrable Notes not being sold pursuant to such Registration Statement may be given by Holders of at least a majority in
aggregate principal amount of the Registrable Notes being sold pursuant to such Registration Statement.


 


(d)         Notices.  All notices and other
communications (including, without limitation, any notices or other communications to the Trustee) provided for or permitted hereunder
shall be made in writing by hand-delivery, registered first-class mail, next-day air courier or facsimile:


 


(i)          if to a Holder of the
Registrable Notes or any Participating Broker-Dealer, at the most current address of such Holder or Participating Broker-Dealer,
as the case may be, set forth on the records of the registrar under the Indenture, with a copy in like manner to the Initial Purchasers
as follows:


 


J.P. Morgan Securities LLC


383 Madison Avenue


New York, New York 10179


Telephone:  (212) 834-4533


Facsimile:  (212) 834-6081


Attn:  Investment Grade Syndicate Desk


 


with a copy to:


 


Cahill
Gordon & Reindel LLP


80 Pine Street


New York, New York 10005


Facsimile No.:  (212) 378-2198


Attention:  Stuart Downing, Esq.


 




    	-28-



    	 



    

 


(ii)         if to the Initial Purchasers,
at the address specified in Section 10(d)(i); and


 


(iii)        if to the Company, at
the address as follows:


 


			Omega Healthcare Investors, Inc.



			200 International Circle



Suite
3500


Hunt Valley, MD  21030


Facsimile No.:  (410) 427-8822


Attention:  Robert O. Stephenson


 


with a copy to:


 


Bryan Cave LLP


One Atlantic Center, Fourteenth Floor


1201 W. Peachtree Street, NW


Atlanta,
Georgia  30309-3488


Facsimile No.:  (404) 420-0785


Attention:  Eliot W. Robinson, Esq.


 


All such notices and communications shall
be deemed to have been duly given: when delivered by hand, if personally delivered; five Business Days after being deposited in
the mail, postage prepaid, if mailed; one Business Day after being timely delivered to a next-day air courier; and upon written
confirmation, if sent by facsimile.


 


Copies of all such notices, demands or other
communications shall be concurrently delivered by the Person giving the same to the Trustee at the address and in the manner specified
in such Indenture.


 


(e)         Successors and Assigns.  This
Agreement shall inure to the benefit of and be binding upon the successors and assigns of each of the parties hereto, the Holders
and the Participating Broker-Dealers; provided, however, that nothing herein shall be deemed to permit any assignment,
transfer or other disposition of Registrable Notes in violation of the terms of the Purchase Agreement or the Indenture.


 


(f)          Counterparts.  This Agreement
may be executed in any number of counterparts and by the parties hereto in separate counterparts, each of which when so executed
shall be deemed to be an original and all of which taken together shall constitute one and the same agreement.


 


(g)         Headings.  The headings in this
Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof.


 




    	-29-



    	 



    

 


(h)        Governing Law.  THIS AGREEMENT
SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, AS APPLIED TO CONTRACTS MADE AND PERFORMED
ENTIRELY WITHIN THE STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW THAT WOULD REQUIRE THE APPLICATION OF
ANY OTHER LAW.


 


(i)          Severability.  If any term,
provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, void
or unenforceable, the remainder of the terms, provisions, covenants and restrictions set forth herein shall remain in full force
and effect and shall in no way be affected, impaired or invalidated, and the parties hereto shall use their commercially reasonable
efforts to find and employ an alternative means to achieve the same or substantially the same result as that contemplated by such
term, provision, covenant or restriction. It is hereby stipulated and declared to be the intention of the parties that they would
have executed the remaining terms, provisions, covenants and restrictions without including any of such that may be hereafter
declared invalid, illegal, void or unenforceable.


 


(j)          Notes Held by the Issuers or Their
Affiliates.  Whenever the consent or approval of Holders of a specified percentage of Registrable Notes is required hereunder,
Registrable Notes held by the Issuers or their affiliates (as such term is defined in Rule 405 under the Securities Act)
shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage.


 


(k)         Third-Party Beneficiaries.
 Holders of Registrable Notes and Participating Broker-Dealers are intended third-party beneficiaries of this Agreement, and this
Agreement may be enforced by such Persons.


 


(l)          Entire Agreement.  This Agreement,
together with the Purchase Agreement and the Indenture, is intended by the parties as a final and exclusive statement of the agreement
and understanding of the parties hereto in respect of the subject matter contained herein and therein and any and all prior oral
or written agreements, representations, or warranties, contracts, understandings, correspondence, conversations and memoranda
between the Holders on the one hand and the Issuers on the other, or between or among any agents, representatives, parents, subsidiaries,
affiliates, predecessors in interest or successors in interest with respect to the subject matter hereof and thereof are merged
herein and replaced hereby.


 


[Signature Pages Follow]


 




    	-30-



    	 



    

 


IN WITNESS WHEREOF, the parties have executed
this Agreement as of the date first written above.


 


	 	OMEGA HEALTHCARE INVESTORS, INC.,
	 	as Issuer
	 	By:	/s/ Robert O. Stephenson
	 	 	Name: 	Robert O. Stephenson
	 	 	Title:	Chief Financial Officer and Treasurer


 




    	 



    	 



    

 


	 	1200 Ely Street Holdings
    Co. LLC
	 	13922 CErise avenue, llc
	 	2425 teller avenue, llc
	 	245 East Wilshire avenue,
    llc
	 	3806 CLAYTON ROAD, LLC
	 	42235 County Road Holdings
    Co. LLC
	 	48 HIGH POINT ROAD, LLC
	 	523 HAYES LANE, LLC
	 	637 EAST ROMIE LANE, LLC
	 	Arizona Lessor - Infinia,
    Inc.
	 	Bayside Colorado Healthcare
    Associates, Inc.
	 	Bayside Street II, Inc.
	 	Bayside Street, Inc.
	 	Canton Health Care Land,
    Inc. 
	 	Carnegie Gardens LLC
	 	CFG 2115 Woodstock Place
    LLC
	 	Colonial Gardens, LLC 
	 	Colorado Lessor - Conifer,
    Inc.
	 	CSE Albany LLC
	 	CSE Amarillo LLC
	 	CSE Arden L.P.
	 	CSE Augusta LLC
	 	CSE Bedford LLC
	 	CSE Blountville LLC
	 	CSE Bolivar LLC
	 	CSE Cambridge LLC
	 	CSE Cambridge Realty LLC
	 	CSE Camden LLC
	 	CSE Canton LLC
	 	CSE Casablanca Holdings
    II LLC
	 	CSE Casablanca Holdings
    LLC
	 	CSE Cedar Rapids LLC
	 	CSE Centennial Village
	 	CSE Chelmsford LLC
	 	as Subsidiary Guarantors
	 	 	 	 
	 	By:	/s/ Daniel J. Booth 
	 	 	Name:	Daniel J. Booth
	 	 	Title:	Chief Operating Officer and Secretary


 




    	 



    	 



    

 


	 	CSE Chesterton LLC,
	 	CSE Claremont LLC
	 	CSE Corpus North LLC
	 	CSE Denver Iliff LLC
	 	CSE Denver LLC
	 	CSE Douglas LLC
	 	CSE Elkton LLC
	 	CSE Elkton Realty LLC
	 	CSE Fairhaven LLC
	 	CSE Fort Wayne LLC
	 	CSE Frankston LLC
	 	CSE Georgetown LLC
	 	CSE Green Bay LLC
	 	CSE Hilliard LLC
	 	CSE Huntingdon LLC
	 	CSE Huntsville LLC
	 	CSE Indianapolis-Continental
    LLC
	 	CSE Indianapolis-Greenbriar
    LLC
	 	CSE Jacinto City LLC
	 	CSE Jefferson City LLC
	 	CSE Jeffersonville-Hillcrest
    Center LLC
	 	CSE Jeffersonville-Jennings
    House LLC
	 	CSE Kerrville LLC
	 	CSE King L.P.
	 	CSE Kingsport LLC
	 	CSE Knightdale L.P.
	 	CSE Lake City LLC
	 	CSE Lake Worth LLC
	 	CSE Lakewood LLC
	 	CSE Las Vegas LLC
	 	CSE Lawrenceburg LLC
	 	CSE Lenoir L.P.
	 	CSE Lexington Park LLC
	 	CSE Lexington Park Realty
    LLC
	 	CSE Ligonier LLC
	 	CSE Live Oak LLC,
	 	as Subsidiary Guarantors
	 	 	 	 
	 	By:	/s/ Daniel J. Booth 
	 	 	Name:	Daniel J. Booth
	 	 	Title:	Chief Operating Officer and Secretary


 




    	 



    	 



    

 


	 	CSE Lowell LLC
	 	CSE Marianna Holdings LLC
	 	CSE Memphis LLC
	 	CSE Mobile LLC
	 	CSE Moore LLC
	 	CSE North Carolina Holdings
    I LLC
	 	CSE North Carolina Holdings
    II LLC
	 	CSE Omro LLC
	 	CSE Orange Park LLC
	 	CSE Orlando-Pinar Terrace
    Manor LLC
	 	CSE Orlando-Terra Vista
    Rehab LLC
	 	CSE Pennsylvania Holdings
	 	CSE Piggott LLC
	 	CSE Pilot Point LLC
	 	CSE Pine View LLC
	 	CSE Ponca City LLC
	 	CSE Port St. Lucie LLC
	 	CSE Richmond LLC
	 	CSE Ripley LLC
	 	CSE Ripon LLC
	 	CSE Safford LLC
	 	CSE Salina LLC
	 	CSE Seminole LLC
	 	CSE Shawnee LLC
	 	CSE Spring Branch LLC
	 	CSE Stillwater LLC
	 	CSE Taylorsville LLC
	 	CSE Texarkana LLC
	 	CSE Texas City LLC
	 	CSE The Village LLC
	 	CSE Upland LLC
	 	CSE Walnut Cove L.P.
	 	CSE West Point LLC
	 	CSE Whitehouse LLC
	 	CSE Williamsport LLC
	 	CSE Winter Haven LLC,
	 	as Subsidiary Guarantors
	 	 	 	 
	 	By:	/s/ Daniel J. Booth 
	 	 	Name:	Daniel J. Booth
	 	 	Title:	Chief Operating Officer and Secretary


 




    	 



    	 



    

 


	 	CSE Woodfin L.P.
	 	CSE Yorktown LLC
	 	Delta Investors I, LLC
	 	Delta Investors II, LLC
	 	Desert Lane LLC
	 	Dixie White House Nursing
    Home, Inc.
	 	Dixon Health Care Center,
    Inc. 
	 	Encanto Senior Care, LLC
	 	Florida Lessor – Meadowview,
    Inc.
	 	Florida Real Estate Company,
    LLC
	 	Georgia Lessor - Bonterra/Parkview,
    Inc.
	 	Greenbough, LLC
	 	Hutton I Land, Inc. 
	 	Hutton II Land, Inc. 
	 	Hutton III Land, Inc. 
	 	Indiana Lessor – Wellington
    Manor, Inc.
	 	LAD I Real Estate Company,
    LLC
	 	Leatherman 90-1, Inc. 
	 	Leatherman Partnership 89-1,
    Inc. 
	 	Leatherman Partnership 89-2,
    Inc. 
	 	as Subsidiary Guarantors
	 	 	 	 
	 	By:	/s/ Daniel J. Booth 
	 	 	Name:	Daniel J. Booth
	 	 	Title:	Chief Operating Officer and Secretary


 




    	 



    	 



    

 


	 	Meridian Arms
    Land, Inc. 
	 	North Las Vegas LLC
	 	NRS Ventures, L.L.C.
	 	Ocean Springs Nursing Home,
    Inc.
	 	OHI (Connecticut), Inc.
    
	 	OHI (Illinois), Inc. 
	 	OHI (Indiana), Inc. 
	 	OHI (Iowa), Inc. 
	 	OHI Asset (AR) Ash Flat,
    LLC
	 	OHI Asset (AR) Camden, LLC
	 	OHI Asset (AR) Conway, LLC
	 	OHI Asset (AR) Des Arc,
    LLC
	 	OHI Asset (AR) Hot Springs,
    LLC
	 	OHI Asset (AR) Malvern,
    LLC
	 	OHI Asset (AR) Mena, LLC
	 	OHI Asset (AR) Pocahontas,
    LLC
	 	OHI Asset (AR) Sheridan,
    LLC
	 	OHI Asset (AR) Walnut Ridge,
    LLC
	 	OHI Asset (AZ) Austin House,
    LLC
	 	OHI Asset (CA), LLC
	 	OHI Asset (CO), LLC
	 	OHI Asset (CT) Lender, LLC
	 	OHI Asset (FL) Lake Placid,
    LLC
	 	OHI Asset (FL) Lender, LLC
	 	OHI Asset (FL), LLC
	 	OHI ASSET (GA) MACON, LLC
	 	OHI Asset (GA) Moultrie,
    LLC
	 	OHI Asset (GA) Snellville,
    LLC
	 	OHI Asset (ID) Holly, LLC
	 	OHI Asset (ID) Midland,
    LLC
	 	OHI Asset (ID), LLC
	 	OHI Asset (IL), LLC
	 	OHI Asset (IN) American
    Village, LLC
	 	OHI Asset (IN) Anderson,
    LLC,
	 	as Subsidiary Guarantors
	 	 
	 	By:	/s/ Daniel J. Booth 
	 	 	Name:	Daniel J. Booth
	 	 	Title:	Chief Operating Officer and Secretary


 




    	 



    	 



    

 


	 	OHI Asset (IN) Beech Grove,
    LLC
	 	OHI Asset (IN) Clarksville,
    LLC
	 	OHI Asset (IN) Clinton,
    LLC
	 	OHI Asset (IN) Connersville,
    LLC
	 	OHI Asset (IN) Crown Point,
    LLC
	 	OHI Asset (IN) Eagle Valley,
    LLC
	 	OHI Asset (IN) Elkhart,
    LLC
	 	OHI Asset (IN) Forest Creek,
    LLC
	 	OHI Asset (IN) Fort Wayne,
    LLC
	 	OHI Asset (IN) Franklin,
    LLC
	 	OHI Asset (IN) Greensburg,
    LLC
	 	OHI Asset (IN) Indianapolis,
    LLC
	 	OHI Asset (IN) Jasper, LLC
	 	OHI Asset (IN) Kokomo, LLC
	 	OHI Asset (IN) Lafayette,
    LLC
	 	OHI Asset (IN) Madison,
    LLC
	 	OHI Asset (IN) Monticello,
    LLC
	 	OHI Asset (IN) Noblesville,
    LLC
	 	OHI Asset (IN) Rosewalk,
    LLC
	 	OHI Asset (IN) Salem, LLC
	 	OHI Asset (IN) Seymour,
    LLC
	 	OHI Asset (IN) Spring Mill,
    LLC
	 	OHI Asset (IN) Terre Haute,
    LLC
	 	OHI Asset (IN) Wabash, LLC
	 	OHI Asset (IN) Westfield,
    LLC
	 	OHI Asset (IN) Zionsville,
    LLC
	 	OHI Asset (LA), LLC
	 	OHI Asset (MD), LLC
	 	OHI Asset (MI) Heather Hills,
    LLC
	 	OHI Asset (MI), LLC
	 	OHI Asset (MO), LLC
	 	OHI Asset (MS) Byhalia,
    LLC
	 	OHI Asset (MS) Cleveland,
    LLC
	 	OHI Asset (MS) Clinton,
    LLC
	 	OHI Asset (MS) Columbia,
    LLC,
	 	as Subsidiary Guarantors
	 	 	 	 
	 	By:	/s/ Daniel J. Booth 
	 	 	Name:	Daniel J. Booth
	 	 	Title:	Chief Operating Officer and Secretary


 




    	 



    	 



    

 


	 	OHI Asset (MS) Corinth,
    LLC
	 	OHI Asset (MS) Greenwood,
    LLC
	 	OHI Asset (MS) Grenada,
    LLC
	 	OHI Asset (MS) Holly Springs,
    LLC
	 	OHI Asset (MS) Indianola,
    LLC
	 	OHI Asset (MS) Natchez,
    LLC
	 	OHI Asset (MS) Picayune,
    LLC
	 	OHI Asset (MS) Vicksburg,
    LLC
	 	OHI Asset (MS) Yazoo City,
    LLC
	 	OHI Asset (NC) Wadesboro,
    LLC
	 	OHI Asset (OH) Lender, LLC
	 	OHI Asset (OH), LLC
	 	OHI Asset (OR) Portland,
    LLC
	 	OHI Asset (PA) Trust
	 	OHI Asset (PA), LLC
	 	OHI Asset (SC) Aiken, LLC
	 	OHI Asset (SC) Anderson,
    LLC
	 	OHI Asset (SC) Easley Anne,
    LLC
	 	OHI Asset (SC) Easley Crestview,
    LLC
	 	OHI Asset (SC) Edgefield,
    LLC
	 	OHI ASSET (SC) Greenville,
    LLC
	 	OHI Asset (SC) Greenville
    Griffith, LLC
	 	OHI Asset (SC) Greenville
    Laurens, LLC
	 	OHI Asset (SC) Greenville
    North, LLC
	 	OHI Asset (SC) Greer, LLC
	 	OHI Asset (SC) Marietta,
    LLC
	 	OHI Asset (SC) McCormick,
    LLC
	 	OHI ASSET (SC) orangeburg,
    LLC
	 	OHI Asset (SC) Pickens East
    Cedar, LLC
	 	OHI Asset (SC) Pickens Rosemond,
    LLC
	 	OHI Asset (SC) Piedmont,
    LLC
	 	OHI Asset (SC) Simpsonville
    SE Main, LLC,
	 	as Subsidiary Guarantors
	 	 	 	 
	 	By:	/s/ Daniel J. Booth 
	 	 	Name:	Daniel J. Booth
	 	 	Title:	Chief Operating Officer and Secretary


 




    	 



    	 



    

 


	 	OHI Asset (SC) Simpsonville
    West Broad, LLC
	 	OHI Asset (SC) Simpsonville
    West Curtis, LLC
	 	OHI Asset (TN) Bartlett,
    LLC
	 	OHI Asset (TN) Collierville,
    LLC
	 	OHI Asset (TN) Memphis,
    LLC
	 	OHI Asset (TX) Anderson,
    LLC
	 	OHI Asset (TX) Bryan, LLC
	 	OHI Asset (TX) Burleson,
    LLC
	 	OHI Asset (TX) College Station,
    LLC
	 	OHI Asset (TX) Comfort,
    LLC
	 	OHI Asset (TX) Diboll, LLC
	 	OHI Asset (TX) Granbury,
    LLC
	 	OHI Asset (TX) Hondo, LLC
	 	OHI Asset (TX) Italy, LLC
	 	OHI Asset (TX) Winnsboro,
    LLC
	 	OHI Asset (TX), LLC
	 	OHI Asset (UT) Ogden, LLC
	 	OHI Asset (UT) Provo, LLC
	 	OHI Asset (UT) Roy, LLC
	 	OHI Asset (VA) Charlottesville,
    LLC
	 	OHI Asset (VA) Farmville,
    LLC
	 	OHI Asset (VA) Hillsville,
    LLC
	 	OHI Asset (VA) Rocky Mount,
    LLC
	 	OHI Asset (WA) Battle Ground,
    LLC
	 	ohi asset (Wv) danville,
    llc
	 	ohi asset (Wv) ivydale,
    llc
	 	OHI Asset CSB LLC
	 	OHI Asset CSE – E,
    LLC
	 	OHI Asset CSE – U,
    LLC
	 	OHI Asset HUD CFG, LLC
	 	OHI Asset HUD Delta, LLC
	 	OHI Asset HUD SF CA, LLC
	 	OHI Asset HUD SF, LLC
	 	OHI Asset HUD WO, LLC
	 	OHI Asset II (CA), LLC,
	 	as Subsidiary Guarantors
	 	 
	 	By:	/s/ Daniel J. Booth 
	 	 	Name:	Daniel J. Booth
	 	 	Title:	Chief Operating Officer and Secretary and Secretary


 




    	 



    	 



    

 


	 	OHI Asset II (FL), LLC
	 	OHI Asset II (PA) Trust
	 	OHI Asset III (PA) Trust
	 	OHI Asset IV (PA) Silver
    Lake Trust
	 	OHI Asset RO PMM Services,
    LLC
	 	OHI Asset RO, LLC
	 	OHI Asset, LLC
	 	OHI Mezz Lender, LLC
	 	OHI Tennessee, Inc.
	 	OHIMA, Inc.
	 	Omega TRS I, Inc.
	 	Orange Village Care Center,
    Inc.
	 	Panama City Nursing Center
    LLC
	 	Pavillion North Partners,
    Inc.
	 	Pavillion North, LLP
	 	Pavillion Nursing Center
    North, Inc.
	 	Pensacola Real Estate Holdings
    I, Inc.
	 	Pensacola Real Estate Holdings
    II, Inc.
	 	Pensacola Real Estate Holdings
    III, Inc.
	 	Pensacola Real Estate Holdings
    IV, Inc.
	 	Pensacola Real Estate Holdings
    V, Inc.
	 	Skyler Boyington, Inc.
	 	Skyler Florida, Inc.
	 	Skyler Maitland LLC
	 	Skyler Pensacola, Inc.
	 	St. Mary’s Properties,
    Inc.
	 	Sterling Acquisition Corp.,
	 	as Subsidiary Guarantors
	 	 	 	 
	 	By:	/s/ Daniel J. Booth 
	 	 	Name:	Daniel J. Booth
	 	 	Title:	Chief Operating Officer and Secretary


 




    	 



    	 



    

 


	 	Suwanee, LLC
	 	Texas Lessor – Stonegate
    GP, Inc.
	 	Texas Lessor – Stonegate,
    Limited, Inc.
	 	Texas Lessor – Stonegate,
    LP
	 	The Suburban Pavilion, Inc.
    
	 	Washington Lessor –
    Silverdale, Inc.
	 	Wilcare, LLC, 
	 	as Subsidiary Guarantors
	 	 	 	 
	 	By:	/s/ Daniel J. Booth 
	 	 	Name:	Daniel J. Booth
	 	 	Title:	Chief Operating Officer and Secretary


 




    	 



    	 



    

 


The foregoing Agreement is hereby


confirmed and accepted as of the date


first above written.


 


J.P. MORGAN SECURITIES LLC


MERRILL LYNCH, PIERCE, FENNER
& SMITH INCORPORATED


CREDIT AGRICOLE SECURITIES (USA) INC.


RBS SECURITIES INC.


BB&T CAPITAL MARKETS, A DIVISION OF BB&T SECURITIES,
LLC


CAPITAL ONE SECURITIES, INC.


MITSUBISHI UFJ SECURITIES (USA), INC.


MORGAN STANLEY & CO. LLC


RBC CAPITAL MARKETS, LLC


SMBC NIKKO SECURITIES AMERICA, INC.


STIFEL, NICOLAUS & COMPANY, INCORPORATED


SUNTRUST ROBINSON HUMPHREY, INC.


 


		By:	J.P. MORGAN SECURITIES LLC



Acting on behalf of itself and
as


Representative of the several Initial


Purchasers


 


	By:	/s/ Stephen L. Scheiner	 
	 	Name: Stephen L. Sheiner	 
	 	Title: Executive Director	 


 




    	 



    	 



    

 


	MERRILL LYNCH, PIERCE, FENNER
    & SMITH	 
	 	INCORPORATED	 
	 	 	 
	By:	/s/ Shawn Cepeda	 
	 	Name: Shawn Cepeda	 
	 	Title: Managing Director	 


 




    	 



    	 



    

 


	CREDIT AGRICOLE SECURITIES
    (USA) INC.	 
	 	 	 
	By:	/s/ Mike Kendrot	 
	 	Name: Mike Kendrot	 
	 	Title: Head of DCM Origination, Americas	 


 




    	 



    	 



    

 


	RBS SECURITIES INC.	 
	 	 
	By:	/s/ Collin Sawson	 
	 	Name: Collin Sawson	 
	 	Title: Director	 


 




    	 



    	 



    

 


EXHIBIT A


 


PLAN OF DISTRIBUTION


 


Each Participating Broker-Dealer that receives
Exchange Notes for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection
with any resale of such Exchange Notes during the Applicable Period. This Prospectus, as it may be amended or supplemented from
time to time, may be used by a Participating Broker-Dealer in connection with resales of Exchange Notes received in exchange for
Notes where such Notes were acquired as a result of market-making activities or other trading activities. The Company has agreed
that, during the Applicable Period, it will make this Prospectus, as amended or supplemented, available to any Participating Broker-Dealer
for use in connection with any such resale. In addition, until ____________, all dealers effecting transactions in the Exchange
Notes may be required to deliver a prospectus.


 


The Company will not receive any proceeds
from any sale of Exchange Notes by Participating Broker-Dealers. Exchange Notes received by Participating Broker-Dealers for their
own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market,
in negotiated transactions, through the writing of options on the Exchange Notes or a combination of such methods of resale, at
market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such
resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions
or concessions from any such Participating Broker-Dealer and/or the purchasers of any such Exchange Notes. Any Participating Broker-Dealer
that resells Exchange Notes that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer
that participates in a distribution of such Exchange Notes may be deemed to be an “underwriter” within the meaning
of the Act and any profit from any such resale of Exchange Notes and any commissions or concessions received by any such persons
may be deemed to be underwriting compensation under the Act. The letter of transmittal states that by acknowledging that it will
deliver and by delivering a prospectus, a Participating Broker-Dealer will not be deemed to admit that it is an “underwriter”
within the meaning of the Act.


 


During the Applicable Period, the Company
will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any Participating
Broker-Dealer that requests such documents in the letter of transmittal. The Company has agreed to pay all expenses incident to
the Exchange Offer other than dealers’ and brokers’ discounts, commissions and counsel fees and will indemnify the
holders of the Notes (including any Participating Broker-Dealer) against certain liabilities, including liabilities under the
Act.


 


[If applicable, add information required
by Regulation S-K Items 507 and/or 508.]


 



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