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 BEST 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
30
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.
31
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first written above.
OMEGA HEALTHCARE INVESTORS, INC.
By:
/s/ C. Taylor Pickett
Name: C. Taylor Pickett
Title: President and Chief Executive Officer
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.
OHI (CONNECTICUT), INC.
BAYSIDE STREET II, INC.
OHI ASSET (CA), LLC
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
as Subsidiary Guarantors
By:
/s/ C. Taylor Pickett
Name: C. Taylor Pickett
Title: President and Chief Executive Officer
OHI ASSET (MI/NC), LLC
OHI ASSET (MO), LLC
OHI ASSET (OH), LLC,OHI ASSET (TX), LLC
OHI ASSET II (CA), LLC
OHI ASSET, LLC
OMEGA ACQUISITION FACILITY I, LLC
OHI (FLORIDA), INC.
OHI SUNSHINE, INC.
LONG TERM CARE ASSOCIATES - ILLINOIS, INC.
OHI (ILLINOIS), INC.
SKILLED NURSING - HERRIN, INC.
SKILLED NURSING - PARIS, INC.
BAYSIDE INDIANA HEALTHCARE ASSOCIATES, INC.
LONG TERM CARE ASSOCIATES - INDIANA, INC.
OHI (INDIANA), INC.
SKILLED NURSING - GASTON, INC.
OHI (IOWA), INC.
OHI (KANSAS), INC.