Third Supplemental Indenture


     

    
      
        

      


      


      THIRD
        SUPPLEMENTAL INDENTURE

      


      THIS
        THIRD SUPPLEMENTAL INDENTURE
        (this
“Third
        Supplemental Indenture”)
        is
        dated as of December 1, 2005, among OMEGA HEALTHCARE INVESTORS, INC., a Maryland
        corporation (the “Issuer”),
        each
        of the SUBSIDIARY GUARANTORS listed on Schedule I hereto (collectively, the
        “Subsidiary
        Guarantors”),
        each
        of the NEW SUBSIDIARIES listed on Schedule II hereto (collectively, the
“New
        Subsidiaries”),
        and
        U.S. BANK NATIONAL ASSOCIATION, a national banking association organized
        and
        existing under the laws of the United States of America, as trustee (the
        “Trustee”).
        

      


      W
        I T N E S S E T H :

      


      WHEREAS,
        the
        Issuer and the Subsidiary Guarantors have heretofore executed and delivered
        to
        the Trustee an Indenture, dated as of March 22, 2004 (as amended by the First
        Supplemental Indenture dated as of July 20, 2004 and as further amended by
        the
        Second Supplemental Indenture dated as of November 5, 2004, the “Indenture”),
        providing for the issuance of the Issuer’s 7% Senior Notes due 2014 (the
“Notes”);

      


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

      


      WHEREAS,
        the
        Issuer has recently created or acquired, as appropriate, the New
        Subsidiaries;

      


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

      


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

      


      WHEREAS,
        Section
        10.04 of the Indenture provides that nothing contained in the Indenture shall
        prevent any consolidation or merger of a Subsidiary Guarantor with or into
        another Subsidiary Guarantor;

       

      WHEREAS, Florida
        Lessor - Five Facilities, Inc. (“FL
        Lessor”)
        merged
        with and into OHI Asset (FL), LLC (“OHI
        (FL)”)
        on
        February 28, 2005 and OHIO Lessor - Waterford & Crestwood, Inc. (together
        with FL Lessor, the “Merged
        Subsidiaries”)
        merged
        with and into OHI Asset III (PA) Trust (together with OHI (FL), the
“Surviving
        Subsidiaries”)
        on
        June 28, 2005;

      


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

      


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

      


      2.  ACKNOWLEDGMENT
        OF MERGED SUBSIDIARIES. The parties hereto hereby acknowledge the merger
        of the
        Merged Subsidiaries into the respective Surviving Subsidiaries and the
        assumption of the obligations of the Merged Subsidiaries as Subsidiary
        Guarantors under the Indenture by the respective Surviving
        Subsidiaries. 

      


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

      


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

      


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

      


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

      


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

      


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

      


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        of Page Intentionally Left Blank]


      
        
          
             

          

          
          

        

        
          
          

          
            

          

        

        
          
          

          
          

        

      



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

      


      


      OMEGA
        HEALTHCARE INVESTORS, INC.

      


      


      By: 
        /s/
        Robert O. Stephenson 

      Name:
        Robert O. Stephenson

      Title:
        Chief Financial Officer

      


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

      


      By: 
        /s/
        Robert O. Stephenson 

      Name:
        Robert O. Stephenson

      Title:
        Chief Financial Officer and Treasurer

       

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

      


      


      By: 
        /s/
        Robert O. Stephenson 

      Name:
        Robert O. Stephenson

      Title:
        Chief Financial Officer and Treasurer

      


      


      U.S.
        BANK
        NATIONAL ASSOCIATION, 

      as
        Trustee

      


      


      By: /s/
        Teresa Davis

      Name:
        Teresa Davis

      Title:
        Vice President 

      


      



      
        
          
             

          

          
          

        

        
          
          

          
            

          

        

        
          
          

          
          

        

      



      Schedule
        I

      


      


      SUBSIDIARY
        GUARANTORS

      


      


       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      



      
        	
                Omega
                  Healthcare Investors, Inc.

              
	
                Arizona
                  Lessor - Infinia, Inc. 

              
	
                Bayside
                  Alabama Healthcare Second, Inc.

              
	
                Bayside
                  Arizona Healthcare Associates, Inc.

              
	
                Bayside
                  Arizona Healthcare Second, Inc.

              
	
                Bayside
                  Colorado Healthcare Associates, Inc.

              
	
                Bayside
                  Colorado Healthcare Second, Inc.

              
	
                Bayside
                  Indiana Healthcare Associates, Inc.

              
	
                Bayside
                  Street II, Inc.

              
	
                Bayside
                  Street, Inc.

              
	
                Center
                  Healthcare Associates, Inc.

              
	
                Cherry
                  Street - Skilled Nursing, Inc.

              
	
                Colorado
                  Lessor - Conifer, Inc. 

              
	
                Dallas
                  Skilled Nursing, Inc.

              
	
                Delta
                  Investors I, LLC 

              
	
                Delta
                  Investors II, LLC 

              
	
                Florida
                  Lessor - Crystal Springs, Inc. 

              
	
                Florida
                  Lessor - Emerald, Inc. 

              
	
                Florida
                  Lessor - Five Facilities, Inc.*

              
	
                Florida
                  Lessor - Lakeland, Inc.

              
	
                Florida
                  Lessor - Meadowview, Inc. 

              
	
                Florida
                  Lessor - West Palm Beach and 

                Southpoint,
                  Inc.

              
	
                Georgia
                  Lessor - Bonterra/Parkview, Inc. 

              
	
                Heritage
                  Texarkana Healthcare Associates, Inc.

              
	
                Indiana
                  Lessor - Jeffersonville, Inc. 

              
	
                Indiana
                  Lessor - Wellington Manor, Inc. 

              
	
                Jefferson
                  Clark, Inc.

              
	
                Lake
                  Park Skilled Nursing, Inc.

              
	
                Long
                  Term Care - Michigan, Inc.

              
	
                Long
                  Term Care - North Carolina, Inc.

              
	
                Long
                  Term Care Associates - Illinois, Inc. 

              
	
                Long
                  Term Care Associates - Indiana, Inc.

              
	
                Long
                  Term Care Associates - Texas, Inc. 

              
	
                NRS
                  Ventures, LLC 

              
	
                OHI
                  (Connecticut), Inc.

              
	
                OHI
                  (Florida), Inc. 

              
	
                OHI
                  (Illinois), Inc. 

              
	
                OHI
                  (Indiana), Inc. 

              
	
                OHI
                  (Iowa), Inc. 

              
	
                OHI
                  (Kansas), Inc.

              
	
                OHI
                  Asset (CA), LLC 

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

              
	
                OHI
                  Asset (FL), LLC 

              
	
                OHI
                  Asset (ID), LLC 

              
	
                OHI
                  Asset (IN), LLC

              
	
                OHI
                  Asset (LA), LLC 

              
	
                OHI
                  Asset (MI/NC), LLC 

              
	
                OHI
                  Asset (MO), LLC 

              
	
                OHI
                  Asset (OH), LLC 

              
	
                OHI
                  Asset (TX), LLC 

              
	
                OHI
                  Asset II (CA), LLC 

              
	
                OHI
                  Asset II (TX), LLC

              
	
                OHI
                  Asset, LLC 

              
	
                Ohio
                  Lessor Waterford & Crestwood, Inc.*

              
	
                OHI
                  of Kentucky, Inc.

              
	
                OHI
                  of Texas, Inc.

              
	
                OHI
                  Sunshine, Inc. 

              
	
                OHIMA,
                  Inc. 

              
	
                Omega
                  (Kansas), Inc. 

              
	
                Omega
                  Acquisition Facility I, LLC 

              
	
                Omega
                  TRS I, Inc. 

              
	
                OS
                  Leasing Company

              
	
                Parkview
                  - Skilled Nursing, Inc.

              
	
                Pine
                  Texarkana Healthcare Associates, Inc.

              
	
                Reunion
                  Texarkana Healthcare Associates, Inc.

              
	
                San
                  Augustine Healthcare Associates, Inc.

              
	
                Skilled
                  Nursing - Gaston, Inc.

              
	
                Skilled
                  Nursing - Herrin, Inc. 

              
	
                Skilled
                  Nursing - Hicksville, Inc.

              
	
                Skilled
                  Nursing - Paris, Inc.

              
	
                South
                  Athens Healthcare Associates, Inc.

              
	
                Sterling
                  Acquisition Corp. 

              
	
                Sterling
                  Acquisition Corp. II

              
	
                Texas
                  Lessor - Stonegate GP, Inc. 

              
	
                Texas
                  Lessor - Stonegate Limited, Inc. 

              
	
                Texas
                  Lessor - Stonegate, L.P. 

              
	
                Texas
                  Lessor - Treemont, Inc. 

              
	
                Washington
                  Lessor - Silverdale, Inc. 

              
	
                Waxahachie
                  Healthcare Associates, Inc.

              
	
                West
                  Athens Healthcare Associates, Inc.

              
	
                OHI
                  Asset (OH) New Philadelphia, LLC

              
	
                OHI
                  Asset (OH) Lender, LLC

              
	
                OHI
                  Asset (PA) Trust

              


      

      



      
         

        
          
          

          
            

          

        

         

      



      


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

      


      



      
         

        
          
          

          
            

          

        

         

      



      


      Schedule
        II

      


      


      NEW
        SUBSIDIARIES

      


      


      Baldwin
        Health Center, Inc., a Pennsylvania corporation

       

      Canton
        Health Care Land, Inc., an Ohio corporation

       

      Dixon
        Health Care Center, Inc., an Ohio corporation

       

      Hanover
        House, Inc., an Ohio corporation

       

      House
        of
        Hanover, Ltd., an Ohio limited liability company

       

      Hutton
        I
        Land, Inc., an Ohio corporation

       

      Hutton
        II
        Land, Inc., an Ohio corporation

       

      Hutton
        III Land, Inc., an Ohio corporation

       

      Leatherman
        90-1, Inc., an Ohio corporation

       

      Leatherman
        Partnership 89-1, Inc., an Ohio corporation

       

      Leatherman
        Partnership 89-2, Inc., an Ohio corporation

       

      Meridian
        Arms Land, Inc., an Ohio corporation

       

      OHI
        Asset
        (CT) Lender, LLC, a Delaware limited liability company

       

      OHI
        Asset
        II (PA) Trust, a Maryland trust

       

      OHI
        Asset
        III (PA) Trust, a Maryland trust

       

      Orange
        Village Care Center, Inc., an Ohio corporation

       

      Pavillion
        North, LLP, a Pennsylvania limited partnership

       

      Pavillion
        North Partners, Inc., a Pennsylvania corporation

       

      Pavillion
        Nursing Center North, Inc., a Pennsylvania corporation

       

      St.
        Mary’s Properties, Inc., an Ohio corporation

       

      Wilcare,
        LLC, an Ohio limited liability company

       

      Colonial
        Gardens, LLC, an Ohio limited liability company

       

      Copley
        Health Center, Inc., an Ohio corporation

       

      The
        Suburban Pavilion, Inc., an Ohio corporation