(the "Guaranty"), hereby acknowledges and consents
to the terms of the Third Amendment to Credit Agreement (the "Amendment") to
which this Consent of Guarantors is attached, and agrees that the Amendment does
not operate to reduce or discharge such Guarantor's obligations under the
Guaranty or the other Credit Documents. Each Guarantor further confirms that the
Guaranty remains in full force and effect after giving effect thereto and
represents and warrants that there is no defense, counterclaim or offset of any
type or nature under the Guaranty.
Dated as of April __, 2005
PARENT:
OMEGA HEALTHCARE INVESTORS, INC.,
a Maryland corporation
By: /S/ Daniel J. Booth
Name: Daniel J. Booth
Title: Chief Operating Officer
SUBSIDIARY GUARANTORS:
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.
CARE HOLDINGS, INC.
CENTER HEALTHCARE ASSOCIATES, INC.
CHERRY STREET - SKILLED NURSING, INC.
COLORADO LESSOR - CONIFER, INC.
DALLAS - SKILLED NURSING, INC.
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.
OHI (CLEMMONS), INC.
OHI (CONNECTICUT), INC.
OHI (FLORIDA), INC.
OHI (GREENSBORO), INC.
OHI (ILLINOIS), INC.
OHI (INDIANA), INC.
OHI (IOWA), INC.
OHI (KANSAS), INC.
OHIO LESSOR - WATERFORD & CRESTWOOD, INC.
OHI OF KENTUCKY, INC.
OHI OF TEXAS, INC.
OHI SUNSHINE, INC.
OHIMA, INC.
OMEGA (KANSAS), INC.
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 - TREEMONT, INC.
WASHINGTON LESSOR - SILVERDALE, INC.
WAXAHACHIE HEALTHCARE ASSOCIATES, INC.
WEST ATHENS HEALTHCARE ASSOCIATES, INC.
By: /S/ Daniel J. Booth
Name: Daniel J. Booth
Title: Chief Operating Officer
OHI ASSET (FL), LLC
OHI ASSET (IN), LLC
OHI ASSET (MI/NC), LLC
OHI ASSET (MO), LLC
OHI ASSET (OH), LLC
OHI ASSET II (CA), LLC
OHI ASSET (FL) TARPON SPRINGS,
PINELLAS PARK & GAINESVILLE, LLC
NRS VENTURES, LLC
OHI ASSET (OH) NEW PHILADELPHIA, LLC
OHI ASSET (OH) LENDER, LLC
OHI ASSET (PA), LLC
By: Omega Healthcare Investors, Inc., as the Sole Member of each of the
companies
By: /S/ Daniel J. Booth
Name: Daniel J. Booth
Title: Chief Operating Officer
OHI ASSET (PA) TRUST
By: OHI ASSET (PA), LLC, as the
Sole Trustee of such Trust
By: Omega Healthcare Investors, Inc., as the Sole Member
By:
/S/ Daniel J. Booth
Name: Daniel J. Booth
Title: Chief Operating Officer