REGISTRATION RIGHTS AGREEMENT Dated as of February 9, 2010 Among OMEGA HEALTHCARE INVESTORS, INC. and THE GUARANTORS NAMED HEREIN as Issuers, and DEUTSCHE BANK SECURITIES INC.Registration Rights Agreement • February 10th, 2010 • Omega Healthcare Investors Inc • Real estate investment trusts • New York
This Agreement is entered into in connection with the Purchase Agreement by and among the Issuers and the Initial Purchasers, dated as of February 4, 2010 (the “Purchase Agreement”), which provides for, among other things, the sale by the Company to the Initial Purchasers of $200,000,000 aggregate principal amount of the Company’s 7½% Senior Notes due 2020 (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.
OMEGA HEALTHCARE INVESTORS, INC. as Issuer,Omega Healthcare Investors Inc • February 10th, 2010 • Real estate investment trusts • New York
INDENTURE dated as of February 9, 2010 among Omega Healthcare Investors, Inc., a Maryland corporation (the “Issuer”), each of the Subsidiary Guarantors named herein, as Subsidiary Guarantors, 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”).
OMEGA HEALTHCARE INVESTORS, INC. 7½% Senior Notes due 2020 PURCHASE AGREEMENTPurchase Agreement • February 10th, 2010 • Omega Healthcare Investors Inc • Real estate investment trusts • New York
Omega Healthcare Investors, Inc., a Maryland corporation (the “Company”), and the Company’s subsidiaries listed on the signature pages hereto (the “Subsidiary Guarantors”), hereby confirm their agreement with you (the “Initial Purchasers”), as set forth below.
