SC 13D/A: Schedule filed to report acquisition of beneficial ownership of 5% or more of a class of equity securities

EXHIBIT 99.C
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OMEGA HEALTHCARE INVESTORS, INC.
ARTICLES SUPPLEMENTARY
FOR SERIES D CONVERTIBLE PREFERRED STOCK


OMEGA HEALTHCARE INVESTORS, INC., a Maryland corporation (the
"COMPANY"), hereby certifies to the State Department of Assessments and Taxation
of Maryland that:

FIRST: Pursuant to authority contained in the charter of the
Company (the "CHARTER"), 1,000,000 shares of authorized but unissued shares of
the Company's Preferred Stock have been duly classified by the Board of
Directors of the Company (the "BOARD") as authorized but unissued shares of the
Company's Series D Preferred Stock.

SECOND: A description of the Series D Preferred Stock is as
follows:

1. DESIGNATION AND NUMBER. A series of Preferred Stock, designated the
"Series D Convertible Preferred Stock" (the "SERIES D PREFERRED STOCK"), is
hereby established. The number of shares of the Series D Preferred Stock shall
be 1,000,000, subject to increase pursuant to Section 4(b) prior to payment by
the Company of any dividend in shares of Series D Preferred Stock in accordance
with Section 4.

2. MATURITY. The Series D Preferred Stock has no stated maturity.

3. RANK. The Series D Preferred Stock will, with respect to dividend
rights and rights upon liquidation, dissolution or winding up of the Company,
rank (i) senior to all classes or series of Common Stock of the Company, and to
all equity securities ranking junior to the Series D Preferred Stock with
respect to dividend rights or rights upon liquidation, dissolution or winding up
of the Company, (ii) on a parity with the Series A Preferred Stock, Series B
Preferred Stock, Series C Preferred Stock and all other equity securities issued
by the Company the terms of which specifically provide that such equity
securities rank on a parity with the Series D Preferred Stock with respect to
dividend rights or rights upon liquidation, dissolution or winding up of the
Company (the "PARITY PREFERRED"), and (iii) junior to all existing and future
indebtedness of the Company. The term "equity securities" does not include
convertible debt securities, which will rank senior



to the Series D Preferred Stock prior to conversion of such debt securities.

4. DIVIDENDS. (a) Except as set forth in Section 4(b), if the
Stockholder Approval Date does not occur on or prior to January 31, 2002,
holders of shares of the Series D Preferred Stock are entitled to receive, out
of funds legally available for the payment of dividends, preferential cumulative
dividends at the greater of (i) 10% per annum of the Liquidation Preference per
share (equivalent to a fixed annual amount of $_____ per share) and (ii) the
amount per share declared or paid or set aside for payment based on the number
of shares of Common Stock into which such shares of Series D Preferred Stock are
then convertible in accordance with Section 8. Subject to the preceding
sentence, dividends on each share of the Series D Preferred Stock shall be
cumulative commencing from the date of issuance (the "ISSUE DATE") of such share
of Series D Preferred Stock and shall be payable in arrears for each period
ended July 31, October 31, January 31 and April 30 (each a "DIVIDEND PERIOD") on
or before the 15th day of August, November, February and May of each year, or,
if not a Business Day, the next succeeding Business Day (each, a "DIVIDEND
PAYMENT DATE"). Any dividend payable on shares of the Series D Preferred Stock
for any partial period will be computed based on the actual number of days
elapsed (commencing with and including the date of issuance of such shares) and
on the basis of a 360-day year consisting of twelve 30-day months. Dividends
will be payable to holders of record as they appear in the stock records of the
Company at the close of business on the applicable record date, which shall be
the last day of the preceding calendar month prior to the applicable Dividend
Payment Date or on such other date designated by the Board that is not more than
30 nor less than 10 days prior to such Dividend Payment Date (each, a "DIVIDEND
RECORD DATE").


(b) Dividends will be payable, (1) at the election of the holders
of a majority of the Series D Preferred Stock, in respect of any period after
June 30, 2002 and (2) at the election of the Board, in respect of any period on
or prior to June 30, 2002, either (i) by the issuance as of the relevant
Dividend Payment Date of additional shares of fully paid, nonassessable Series D
Preferred Stock having an aggregate liquidation preference equal to the amount
of such accrued dividends or (ii) in cash. In the event that dividends are
declared and paid pursuant to clause (i), (A) such dividends will be deemed paid
in full and will not accumulate and (B) prior to paying any such dividends, the
Board will take such

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action as is necessary to increase the number of authorized shares of Series D
Preferred Stock by the number of shares to be issued pursuant to this Section 4,
including but not limited to the filing of Articles Supplementary with the State
Department of Assessments and Taxation of Maryland in accordance with Article
VII of the Charter. The Company will deliver certificates representing shares of
Series D Preferred Stock issued pursuant to this Section 4(b) promptly after the
relevant Dividend Payment Date.

(c) No dividends on shares of Series D Preferred Stock shall be
declared by the Board or paid or set apart for payment by the Company at such
time as the terms and provisions of any agreement of the Company, including any
agreement relating to its indebtedness, prohibits such declaration, payment or
setting apart for payment or provides that such declaration, payment or setting
apart for payment would constitute a breach thereof or a default thereunder, or
if such declaration or payment shall be restricted or prohibited by law.

(d) Notwithstanding the foregoing, dividends on the Series D
Preferred Stock will accrue whether or not the Company has earnings, whether or
not there are funds legally available for the payment of such dividends and
whether or not such dividends are declared. Accrued but unpaid dividends on the
Series D Preferred Stock will not bear interest.

(e) Except as set forth in the next sentence, no dividends will
be declared or paid or set apart for payment on any capital stock of the Company
or any other series of Preferred Stock ranking, as to dividends, on a parity
with or junior to the Series D Preferred Stock (other than a dividend in shares
of the Company's Common Stock or in shares of any other class of stock ranking
junior to the Series D Preferred Stock as to dividends and upon liquidation) for
any period unless full cumulative dividends have been or contemporaneously are
declared and paid or declared and a sum sufficient for the payment thereof is
set apart for such payment on the Series D Preferred Stock for all past dividend
periods and the then current dividend period. When dividends are not paid in
full (or a sum sufficient for such full payment is not so set apart) upon the
Series D Preferred Stock and the shares of any other series of Preferred Stock
ranking on a parity as to dividends with the Series D Preferred Stock, all
dividends declared upon the Series D Preferred Stock and any other series of
Preferred Stock ranking on a parity as to dividends with the Series D Preferred
Stock shall be declared pro rata so that the amount of dividends declared per
share of Series D Preferred Stock and such other

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series of Preferred Stock shall in all cases bear to each other the same ratio
that accrued dividends per share on the Series D Preferred Stock and such other
series of Preferred Stock (which shall not include any accrual in respect of
unpaid dividends for prior dividend periods if such Preferred Stock does not
have a cumulative dividend) bear to each other.

(f) Except as provided in the immediately preceding paragraph,
unless full cumulative dividends on the Series D Preferred Stock have been or
contemporaneously are declared and paid or declared and a sum sufficient for the
payment thereof is set apart for payment for all past dividend periods and the
then current dividend period, no dividends (other than in shares of Common Stock
or other shares of capital stock ranking junior to the Series D Preferred Stock
as to dividends and upon liquidation) shall be declared or paid or set aside for
payment nor shall any other distribution be declared or made upon the Common
Stock, or any other capital stock of the Company ranking junior to or on a
parity with the Series D Preferred Stock as to dividends or upon liquidation,
nor shall any shares of Common Stock, or any other shares of capital stock of
the Company ranking junior to or on a parity with the Series D Preferred Stock
as to dividends or upon liquidation be redeemed, purchased or otherwise acquired
for any consideration (or any moneys be paid to or made available for a sinking
fund for the redemption of any such shares) by the Company (except by conversion
into or exchange for other capital stock of the Company ranking junior to the
Series D Preferred Stock as to dividends and upon liquidation or redemption or
for the purpose of preserving the Company's qualification as a real estate
investment trust under the Internal Revenue Code of 1986, as amended (the
"CODE")). Holders of shares of the Series D Preferred Stock shall not be
entitled to any dividend, whether payable in cash, property or stock, in excess
of full cumulative dividends on the Series D Preferred Stock as provided above.
Any dividend payment made on shares of the Series D Preferred Stock shall first
be credited against the earliest accrued but unpaid dividend due with respect to
such shares which remains payable.

5. LIQUIDATION PREFERENCE. Upon any voluntary or involuntary
liquidation, dissolution or winding up of the affairs of the Company, each
holder of shares of Series D Preferred Stock shall, at the election of such
holder, be entitled to be paid out of the assets of the Company legally
available for distribution to its shareholders the Liquidation Preference (as
defined in Section 10(e)) before any distribution of assets is made to holders
of Common Stock or any other class

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or series of capital stock of the Company that ranks junior to the Series D
Preferred Stock as to liquidation rights. The Company will promptly provide to
the holders of Series D Preferred Stock written notice of any event triggering
the right to receive such Liquidation Preference. After payment of the full
amount of the Liquidation Preference, plus any accrued and unpaid dividends to
which they are entitled, the holders of Series D Preferred Stock will have no
right or claim to any of the remaining assets of the Company. A Change in
Control (as defined in Section 10(b)), or the sale, lease or conveyance of all
or substantially all of the property, business or assets of the Company shall be
deemed to constitute a liquidation, dissolution or winding up of the Company for
purposes of Section 5 of these Articles Supplementary only and shall not be
deemed a liquidation, dissolution or winding up of the Company for any other
series of Preferred Stock unless the terms of such series of Preferred Stock
expressly provide.

In determining whether a distribution (other than upon voluntary or involuntary
liquidation) by dividend, redemption or other acquisition of shares of stock of
the Company or otherwise is permitted under the Maryland General Corporation Law
(the "MGCL"), no effect shall be given to amounts that would be needed if the
Company would be dissolved at the time of the distribution, to satisfy the
preferential rights upon distribution of holders of shares of stock of the
Company whose preferential rights upon distribution are superior to those
receiving the distribution.

6. REDEMPTION. The Series D Preferred Stock is not redeemable without
the consent of the holder of such share of Series D Preferred Stock.

7. VOTING RIGHTS. (a) Holders of the Series D Preferred Stock will not
have any voting rights, except as set forth below.

(b) Whenever dividends on any shares of Series D Preferred Stock
shall be in arrears for two or more Dividend Periods (a "PREFERRED DIVIDEND
DEFAULT"), the number of directors then constituting the Board shall be
increased by two (if not already increased by reason of a similar arrearage with
respect to the Series C Preferred Stock). The holders of such shares of Series D
Preferred Stock and the holders of Series C Preferred Stock upon which like
voting rights have been conferred and are exercisable (voting together as a
single class) will be entitled to fill the vacancies thereby created by the
addition of such number of directors of the Company

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determined pursuant to the first sentence of this Section 7(b) (the "ADDITIONAL
SERIES C/D PREFERRED STOCK DIRECTORS") at a special meeting called by the
holders of record of at least 20% of the Series D Preferred Stock or the holders
of record of at least 20% of the Series C Preferred Stock until all dividends
accumulated on such shares of Series D Preferred Stock and Series C Preferred
Stock for the past dividend periods and the dividend for the then current
dividend period shall have been fully paid or declared and a sum sufficient for
the payment thereof set aside. In any vote to elect or remove additional
directors pursuant to this Section 7, each such holder of shares of Series D
Preferred Stock and Series C Preferred Stock entitled to vote will be entitled
to one vote for each share held by such holder. In the event the directors of
the Company are divided into classes, each such vacancy shall be apportioned
among the classes of directors to prevent stacking in any one class and to
ensure that the number of directors in each of the classes of directors are as
equal as possible. Each Additional Series C/D Preferred Stock Director, as a
qualification for election as such (and regardless of how elected), shall submit
to the Board a duly executed, valid, binding and enforceable letter of
resignation from the Board, to be effective upon the date upon which all
dividends accumulated on such shares of Series D Preferred Stock and Series C
Preferred Stock for the past dividend periods and the dividend for the then
current dividend period shall have been fully paid or declared and a sum
sufficient for the payment thereof set aside for payment, whereupon the terms of
office of all persons elected as Additional Series C/D Preferred Stock Directors
by the holders of such shares of Series D Preferred Stock and Series C Preferred
Stock shall, upon the effectiveness of their respective letters of resignation,
forthwith terminate, and the number of directors then constituting the Board
shall be reduced accordingly. A quorum for any such meeting shall exist if the
holders of at least a majority of the outstanding shares of Series D Preferred
Stock and Series C Preferred Stock so entitled to vote are represented in person
or by proxy at such meeting. Such Additional Series C/D Preferred Stock
Directors shall be elected upon the affirmative vote of a plurality (based on
the number of votes entitled to be cast) of the shares of Series D Preferred
Stock and Series C Preferred Stock so entitled to vote that are present and
voting in person or by proxy at a duly called and held meeting at which a quorum
is present. If and when all accumulated dividends and the dividend for the then
current dividend period on such shares of Series D Preferred Stock and Series C
Preferred Stock shall have been paid in full or declared and a sum sufficient
for the payment

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thereof in full shall have been set aside, the holders thereof shall be divested
of the foregoing voting rights (subject to revesting in the event of each and
every Preferred Dividend Default) and the term of office of each Additional
Series C/D Preferred Stock Director so elected shall terminate. Any Additional
Series C/D Preferred Stock Director may be removed at any time with or without
cause by, and shall not be removed otherwise than by the vote of, the holders of
record of a majority of the outstanding shares of the Series D Preferred Stock
and Series C Preferred Stock entitled to vote (voting together as a single
class). So long as a Preferred Dividend Default shall continue, any vacancy in
the office of an Additional Series C/D Preferred Stock Director may be filled by
written consent of the Additional Series C/D Preferred Stock Directors remaining
in office, or if none remains in office, by a vote of the holders of record of a
majority of the outstanding shares of Series D Preferred Stock and Series C
Preferred Stock so entitled to vote (voting together as a single class). The
Additional Series C/D Preferred Stock Directors shall each be entitled to one
vote per director on any matter.

(c) So long as any shares of Series D Preferred Stock remain
outstanding, the Company will not, without the affirmative vote or consent of
the holders of at least two-thirds of the shares of the Series D Preferred Stock
outstanding at the time, given in person or by proxy, either in writing or at a
meeting (voting together with any other classes of Preferred Stock adversely
affected in the same manner as a single class), amend, alter or repeal the
provisions of the Charter or the Articles Supplementary, whether by merger,
consolidation or otherwise (an "EVENT"), so as to materially and adversely
affect any right, preference, privilege or voting power of the Series D
Preferred Stock or the holders thereof, including without limitation, the
creation of any series of Preferred Stock ranking senior to the Series D
Preferred Stock with respect to payment of dividends or the distribution of
assets upon liquidation, dissolution or winding up, but not including the
creation or issuance of Parity Preferred.

(d) Except as expressly stated in these Articles Supplementary,
the Series D Preferred Stock shall not have any relative, participating,
optional or other special voting rights and powers and the consent of the
holders thereof shall not be required for the taking of any corporate action,
including but not limited to, any merger or consolidation involving the Company
or a sale of all or substantially all of the assets of the Company, irrespective
of the effect that such merger,

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consolidation or sale may have upon the rights, preferences or voting power of
the holders of the Series D Preferred Stock.

8. CONVERSION. The holders of Series D Preferred Stock shall have the
following conversion rights with respect to such shares:


8.1 AUTOMATIC CONVERSION. Each share of Series D Preferred Stock
(including all accrued and unpaid dividends thereon) shall automatically be
converted into fully paid and nonassessable shares of Common Stock upon the
earlier of (i) the date the holders of a majority of the shares of Common Stock
(giving effect to the conversion of the Series C Preferred) present and entitled
to vote at a duly convened meeting of the Company's stockholders vote to approve
the issuance of Common Stock pursuant to Section 8 hereof (such date, the
"STOCKHOLDER APPROVAL DATE") or (ii) the date the New York Stock Exchange waives
any requirement for stockholder approval of the conversion of the Series D
Preferred into Common Stock under its rules and policies.

8.2 CONVERSION PRICE. Each share of Series D Preferred Stock will
be converted into such number of shares of Common Stock as is equal to the
quotient obtained by dividing the Original Issue Price for such share by the
Conversion Price (as defined below) in effect at the time of conversion. The
Conversion Price initially shall be equal to $______ per share of Common Stock,
subject to adjustment from time to time as provided herein (the "CONVERSION
PRICE") from and after the Issue Date, irrespective of whether the Series D
Preferred Stock is convertible at such time.

8.3 MECHANICS OF CONVERSION. Upon the occurrence of an event
specified in Section 8.1 above, the outstanding shares of Series D Preferred
Stock shall be converted automatically without any further action by the holders
of such shares and whether or not the certificates representing such shares are
surrendered to the Company or its transfer agent; provided, however, that the
Company shall not be obligated to issue certificates evidencing the shares of
Common Stock issuable upon such conversation unless the certificates evidencing
such shares of Series D Preferred Stock are either delivered to the Company or
its transfer agent as provided below, or the holder notifies the Company or its
transfer agent that such certificates have been lost, stolen or destroyed and
executes an agreement satisfactory to the Company to indemnify the Company from
any loss incurred by it in connection with such certificates. Promptly following
the conversion of the Series D Preferred

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Stock, the holders thereof shall surrender the certificates representing such
shares at the office of the Company or any transfer agent for the Series D
Preferred Stock, as applicable. Thereupon, there shall be issued and delivered
to such holder promptly at such office and in its names as shown on such
surrendered certificate or certificates, or such other name or names as such
holder shall notify the Company in writing, a certificate or certificates for
the number of shares of Common Stock into which the shares of Series D Preferred
Stock surrendered were convertible on the date on which such conversion
occurred.

8.4 ADJUSTMENT FOR STOCK SPLITS AND COMBINATIONS. If the Company at
any time or from time to time after the Issue Date effects a subdivision of the
outstanding Common Stock, the Conversion Price then in effect immediately before
that subdivision shall be proportionately decreased, and conversely, if the
Company at any time or from time to time after the Issue Date combines the
outstanding Common Stock into a smaller number of shares, the Conversion Price
then in effect immediately before the combination shall be proportionately
increased. Any adjustment under this Section 8.4 shall become effective at the
close of business on the date such subdivision or combination becomes effective.

8.5 ADJUSTMENT FOR CERTAIN DIVIDENDS AND DISTRIBUTIONS. If the
Company at any time or from time to time after the Issue Date makes, or fixes a
record date for the determination of holders of Common Stock entitled to
receive, a dividend or other distribution payable in additional Common Stock,
then and in each such event the Conversion Price then in effect shall be
decreased as of the time of such issuance or, in the event such record date is
fixed, as of the close of business on such record date, by multiplying the
Conversion Price then in effect by a fraction (1) the numerator of which is the
total number of shares of Common Stock issued and outstanding immediately prior
to the time of such issuance or the close of business on such record date, and
(2) the denominator of which shall be the total number of shares of Common Stock
issued and outstanding immediately prior to the time of such issuance or the
close of business on such record date plus the number of shares of Common Stock
issuable in payment of such dividend or distribution; PROVIDED, HOWEVER, that if
such record date is fixed and such dividend is not fully paid or if such
distribution is not fully made on the date fixed therefor, the Conversion Price
shall be recomputed accordingly as of the close of business on such record date
and thereafter the Conversion

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Price shall be adjusted pursuant to this Section 8.5 as of the time of actual
payment of such dividends or distributions.

8.6 ADJUSTMENTS FOR OTHER DIVIDENDS AND DISTRIBUTIONS. In the event
the Company at any time or from time to time after the Issue Date makes, or
fixes a record date for the determination of holders of Common Stock entitled to
receive, a dividend or other distribution payable in securities of the Company
other than Common Stock or other assets or property of the Company (other than
ordinary cash dividends and any special dividends necessary to preserve the
Company's qualification as a REIT), then and in each such event provision shall
be made so that the holders of Series D Preferred Stock shall receive upon
conversion thereof, in addition to the number of shares of Common Stock
receivable thereupon, the amount of securities of the Company or other assets or
property of the Company which they would have received had their Series D
Preferred Stock been converted into Common Stock on the date of such event and
had they thereafter, during the period from the date of such event to and
including the conversion date, retained such securities or other assets or
property of the Company receivable by them as aforesaid during such period,
subject to all other adjustments called for during such period under this
Section 8 with respect to the rights of the holders of the Series D Preferred
Stock.

8.7 ADJUSTMENT FOR RECLASSIFICATION, EXCHANGE AND SUBSTITUTION. In
the event that at any time or from time to time after the Issue Date, the Common
Stock or other securities as provided herein issuable upon the conversion of the
Series D Preferred Stock are changed into the same or a different number of
shares of any class or classes of stock, whether by recapitalization,
reclassification or otherwise (other than a subdivision or combination of shares
or stock dividend or a reorganization, merger, consolidation or sale of assets,
provided for elsewhere in this Section 8), then and in any such event each
holder of Series D Preferred Stock shall have the right thereafter to convert
such Series D Preferred Stock into the kind and amount of stock and other
securities and property receivable upon such recapitalization, reclassification
or other change, by holders of Common Stock or other securities as provided
herein into which such shares of Series D Preferred Stock could have been
converted immediately prior to such recapitalization, reclassification or
change, all subject to further adjustment as provided herein.

8.8 REORGANIZATIONS, MERGERS, CONSOLIDATIONS OR TRANSFERS OF
ASSETS. If at any time or from time to time after

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the Issue Date there is a capital reorganization of the Common Stock or other
securities issuable upon conversion of Series D Preferred Stock as provided
herein (other than a recapitalization, subdivision, combination,
reclassification or exchange of shares provided for elsewhere in this Section 8)
or a merger or consolidation or statutory binding share exchange of the Company
with or into another Person, or the transfer of all or substantially all of the
Company's properties and assets to any other Person and such capital
reorganization, merger, consolidation or transfer does not constitute a Change
in Control, then, as a part of such capital reorganization, merger,
consolidation, exchange or transfer, provision shall be made so that the holders
of Series D Preferred Stock shall thereafter be entitled to receive upon
conversion of Series D Preferred Stock the number of shares of stock or other
securities, cash or property to which a holder of the number of shares of Common
Stock or other securities deliverable upon conversion of the Series D Preferred
Stock would have been entitled on such capital reorganization, merger,
consolidation, exchange or transfer. In any such case, appropriate adjustment
shall be made in the application of the provisions of this Section 8 with
respect to the rights of the holders of the Series D Preferred Stock after the
capital reorganization, merger, consolidation, exchange or transfer to the end
that the provisions of this Section 8 (including adjustment of the Conversion
Price then in effect and the number of shares receivable upon conversion of the
Series D Preferred Stock) shall be applicable after that event and be as nearly
equivalent as may be practicable.

8.9 SALE OF SHARES BELOW FAIR MARKET VALUE. (a) If at any time or
from time to time after the Issue Date, the Company issues or sells, or is
deemed by the express provisions of this Section 8.9 to have issued or sold,
Additional Common Stock (as defined below), other than as a dividend or other
distribution on any class of stock as provided in Section 8.5 above and other
than upon a subdivision or combination of Common Stock as provided in Section
8.4 above, for an Effective Price (as defined below) less than the Fair Market
Value, then and in each such case the then existing Conversion Price shall be
reduced, as of the opening of business on the date of such issue or sale, to a
price determined by multiplying that Conversion Price by a fraction (i) the
numerator of which shall be equal to the sum of (A) the number of shares of
Common Stock issued and outstanding at the close of business on the Business Day
immediately preceding the date of such issue or sale, (B) the number of shares
of Common Stock which the aggregate consideration received (or by the express
provisions hereof is

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deemed to have been received) by the Company for the total number of shares of
Additional Common Stock so issued or sold would purchase at such Fair Market
Value, (C) the number of shares of Common Stock into which all outstanding
Series C Preferred Stock and Series D Preferred Stock would be convertible at
the close of business on the Business Day immediately preceding the date of such
issuance or sale (whether or not the Series D Preferred Stock is then
convertible), and (D) the number of shares of Common Stock underlying all
Convertible Securities (as defined below) at the close of business on the
Business Day immediately preceding the date of such issuance or sale, and (ii)
the denominator of which shall be equal to the sum of (A) the number of shares
of Common Stock issued and outstanding at the close of business on the date of
such issuance or sale after giving effect to such issuance or sale of Additional
Common Stock, (B) the number of shares of Common Stock into which all
outstanding Series C Preferred Stock and Series D Preferred Stock would be
convertible at the close of business on the Business Day immediately preceding
the date of such issuance or sale (whether or not the Series D Preferred Stock
is then convertible), and (C) the number of shares of Common Stock underlying
all Convertible Securities at the close of business on the Business Day
immediately preceding the date of such issuance or sale.

(b) For the purpose of making any adjustment required under this
Section 8.9, the consideration for any issuance or sale of securities shall be
deemed to be (A) to the extent it consists of cash, equal to the gross amount
paid in such issuance or sale, (B) to the extent it consists of property other
than cash, equal to the Fair Market Value of that property, and (C) if
Additional Common Stock, Convertible Securities (as defined below) or rights or
options to purchase either Additional Common Stock or Convertible Securities are
issued or sold together with other stock, securities or assets of the Company
for a consideration which covers both, that portion of the consideration so
received that is determined in good faith by the Board to be allocable to such
Additional Common Stock, Convertible Securities or rights or options.

(c) For the purpose of the adjustment required under this Section
8.9, if the Company issues or sells any rights or options for the purchase of,
or stock or other securities convertible into or exchangeable or exercisable
for, Additional Common Stock (such convertible or exchangeable or exercisable
stock or securities being hereinafter referred to as "CONVERTIBLE SECURITIES")
and if the Effective Price of such

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Additional Common Stock is less than the Fair Market Value, then in each case
the Company shall be deemed to have (i) issued at the time of the issuance of
such rights or options or Convertible Securities the number of shares of
Additional Common Stock issuable upon exercise, conversion or exchange thereof
irrespective of whether the holders thereof have the fully vested legal right to
exercise, convert or exchange the Convertible Securities for Additional Common
Stock and (ii) received as consideration for the issuance of such Additional
Common Stock an amount equal to the total amount of the consideration, if any,
received by the Company for the issuance of such rights or options or
Convertible Securities, plus, in the case of such rights or options, the
consideration, if any, payable to the Company upon the exercise of such rights
or options, plus, in the case of Convertible Securities, the consideration, if
any, payable to the Company (other than by cancellation of liabilities or
obligations evidenced by such Convertible Securities) upon the exercise,
conversion or exchange thereof. No further adjustment of the Conversion Price,
as adjusted upon the issuance of such rights, options or Convertible Securities,
shall be made as a result of the actual issuance of Additional Common Stock on
the exercise of any such rights or options or the conversion or exchange of any
such Convertible Securities. If any such rights or options or the conversion or
exchange privilege represented by any such Convertible Securities shall expire
without having been exercised, the Conversion Price as adjusted upon the
issuance of such rights, options or Convertible Securities shall be readjusted
to the Conversion Price which would have been in effect had an adjustment been
made on the basis that the only shares of Additional Common Stock so issued were
the shares of Additional Common Stock, if any, actually issued or sold on the
exercise of such rights or options or rights of conversion or exchange of such
Convertible Securities, and such shares of Additional Common Stock, if any, were
issued or sold for the consideration actually received by the Company upon such
exercise, plus the consideration, if any, actually received by the Company for
the granting of the rights or options whether or not exercised, plus the
consideration received for issuing or selling the Convertible Securities
actually converted or exchanged, plus the consideration, if any, actually
received by the Company (other than by cancellation of liabilities or
obligations evidenced by such Convertible Securities) on the conversion or
exchange of such Convertible Securities.

(d) "ADDITIONAL COMMON STOCK" shall mean all Common Stock issued
or issuable by the Company after the Issue Date,

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whether or not subsequently reacquired or retired by the Company, other than (i)
Common Stock issued or issuable upon conversion of, or as a dividend on, any
Series C Preferred Stock or Series D Preferred Stock, (ii) Common Stock issued
or issuable pursuant to any employee benefit plan or similar plan or arrangement
intended to provide compensation and other benefits to officers, directors,
employees and consultants of the Company provided that such plans and any grants
or awards thereunder have been approved by the Board or a committee thereof,
(iii) securities issued by the Company in payment of a purchase price to the
seller or any Person who beneficially owns equity securities of such seller for
any acquisition of assets or a business, which acquisition is approved by the
Board, or (iv) Common Stock issued or issuable pursuant to the Rights Offering,
the Investment Agreement or upon issuance or conversion of the Series D
Preferred Stock. The "EFFECTIVE PRICE" of Additional Common Stock shall mean the
quotient determined by dividing the total number of shares of Additional Common
Stock issued or sold, or deemed to have been issued or sold by the Company, by
the aggregate consideration received, or deemed to have been received, by the
Company for such Additional Common Stock. The share numbers in this Section
8.9(d) shall be appropriately adjusted for any stock dividends, combinations,
splits, reverse splits, recapitalizations and similar events affecting the
securities of the Company.

8.10 CERTIFICATE OF ADJUSTMENT. In each case of an adjustment or
readjustment of the Conversion Price or the number of shares of Common Stock or
other securities issuable upon conversion of the Series D Preferred Stock, the
Company, at its expense, shall cause the Chief Financial Officer of the Company
to compute such adjustment or readjustment in accordance with the provisions
hereof and prepare a certificate showing such adjustment or readjustment, and
shall mail such certificate, by first class mail, postage prepaid, to each
registered holder of the Series D Preferred Stock at the holder's address as
shown in the Company's books. The certificate shall set forth such adjustment or
readjustment, showing in detail the facts upon which such adjustment or
readjustment is based, including a statement of (1) the consideration received
or deemed to be received by the Company for any Additional Common Stock issued
or sold or deemed to have been issued or sold, (2) the Conversion Price in
effect immediately prior to the occurrence of the event giving rise to such
adjustment, (3) the number of shares of Additional Common Stock, and (4) the
type and amount, if any, of other property which at the time would be received
upon conversion of the Series D Preferred Stock.

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8.11 NOTICES OF RECORD DATE. In the event of (i) any taking by the
Company of a record of the holders of any class of securities for the purpose of
determining the holders thereof who are entitled to receive any dividend or
other distribution or (ii) any capital reorganization of the Company, any
reclassification or recapitalization of the capital stock of the Company, any
merger or consolidation of the Company with or into any other entity, or any
transfer of all or substantially all of the assets of the Company to any other
person or any voluntary or involuntary dissolution, liquidation or winding up of
the Company, the Company shall mail to each holder of Series D Preferred Stock
at least ten days prior to the record date specified therein, a notice
specifying (1) the date on which any such record is to be taken for the purpose
of such dividend or distribution and a description of such dividend or
distribution, (2) the date on which any such reorganization, reclassification,
transfer, consolidation, merger, dissolution, liquidation or winding up is
expected to become effective, and (3) the date, if any, that is to be fixed, as
to when the holders of record of Common Stock (or other securities) shall be
entitled to exchange their Common Stock (or other securities) for securities or
other property deliverable upon such reorganization, reclassification, transfer,
consolidation, merger, dissolution, liquidation or winding up.

8.12 FRACTIONAL SHARES. No fractional shares of Common Stock shall
be issued upon conversion of Series D Preferred Stock. In lieu of any fractional
share to which the holder would otherwise be entitled (calculated based on the
aggregate number of shares of Common Stock to which such holder is entitled upon
such conversion), the Company shall pay cash equal to the product of such
fraction multiplied by the Fair Market Value of one share of Common Stock on the
date of conversion.

8.13 RESERVATION OF STOCK ISSUABLE UPON CONVERSION. The Company
shall at all times reserve and keep available out of its authorized but unissued
Common Stock, solely for the purpose of effecting the conversion of the Series D
Preferred Stock, such number of shares of its Common Stock and other securities,
if any, issuable upon conversion thereof as expressly provided in Section 8 as
shall from time to time be sufficient to effect the conversion of all
outstanding Series D Preferred Stock.

8.14 NOTICES. Any notice required or permitted by this Section 8 to
be given to a holder of Series D Preferred Stock or to the Company shall be in
writing and be deemed given upon the earlier of actual receipt or five days
after the same

15


has been deposited in the United States mail, by certified or registered mail,
return receipt requested, postage prepaid, and addressed (i) to each holder of
record at the address of such holder appearing on the books of the Company, or
(ii) to the Company at its registered office, or (iii) to the Company or any
holder, at any other address specified in a written notice given to the other
for the giving of notice.

8.15 PAYMENT OF TAXES. The Company will pay all taxes (other than
taxes based upon income) and other governmental charges that may be imposed with
respect to the issue and delivery of Common Stock upon conversion of Series D
Preferred Stock, including without limitation any tax or other charge imposed in
connection with the issue and delivery of Common Stock or other securities, if
any, issuable upon conversion thereof as expressly provided in Section 8 in a
name other than that in which the Series D Preferred Stock so converted were
registered.

8.16 CANCELLATION OF SHARES. Any shares of Series D Preferred Stock
which are converted in accordance with Section 8 or which are redeemed,
repurchased or otherwise acquired by the Company, shall be canceled and added to
the authorized but undesignated Preferred Stock of the Company but shall not be
reissued as Series D Preferred Stock.

9. RESTRICTIONS ON OWNERSHIP AND TRANSFER. Once there is a completed
public offering of the Series D Preferred Stock, if the Board shall, at any time
and in good faith, be of the opinion that actual or constructive ownership of at
least 9.9% or more of the value of the outstanding capital stock of the Company
has or may become concentrated in the hands of one owner (other than Explorer
Holdings, L.P. and its direct and indirect equity owners), the Board shall have
the power (i) by means deemed equitable by the Board, and pursuant to written
notice, to call for the purchase from any shareholder of the corporation a
number of shares of Series D Preferred Stock sufficient, in the opinion of the
Board, to maintain or bring the direct or indirect ownership of such beneficial
owner to no more than 9.9% of the value of the outstanding capital stock of the
corporation, and (ii) to refuse to transfer or issue shares of Series D
Preferred Stock to any person whose acquisition of such Series D Preferred Stock
would, in the opinion of the Board, result in the direct or indirect ownership
by that person of more than 9.9% of the value of the outstanding capital stock
of the Company. The purchase price for any shares of Series D Preferred Stock
shall be equal to the fair market value of the shares reflected in the closing
sales price for the shares, if

16


then listed on a national securities exchange, or if the shares are not then
listed on a national securities exchange, the purchase price shall be equal to
the Liquidation Preference of such shares of Series D Preferred Stock. Payment
of the purchase price shall be made within thirty days following the date set
forth in the notice of call for purchase, and shall be made in such manner as
may be determined by the Board. From and after the date fixed for purchase by
the Board, as set forth in the notice, the holder of any shares so called for
purchase shall cease to be entitled to distributions and other benefits with
respect to such shares, excepting only the right to payment of the purchase
price fixed as aforesaid. Any transfer of Series D Preferred Stock that would
create an actual or constructive owner of more than 9.9% of the value of the
outstanding shares of capital stock of this Company shall be deemed VOID AB
INITIO and the intended transferee shall be deemed never to have had an interest
therein. If the foregoing provision is determined to be void or invalid by
virtue of any legal decision, statute, rule or regulation, then the transferee
of such Series D Preferred Stock shall be deemed, at the option of the Company,
to have acted as agent on behalf of the Company in acquiring such shares and to
hold such shares on behalf of the Company.

Notwithstanding anything herein to the contrary, nothing herein shall authorize
the Company or its transfer agent to refuse to transfer any shares of Series D
Preferred Stock, passing either by voluntary transfer, by operation of law, or
under the last will and testament of any shareholder, if such transfer would
not, in the written opinion of counsel to the transferor reasonably acceptable
to the Company, disqualify the Company as a Real Estate Investment Trust under
the Code. Nothing herein contained shall limit the ability of the Company to
impose or to seek judicial or other imposition of additional restrictions if
deemed necessary or advisable to preserve the Company's tax status as a
qualified Real Estate Investment Trust.

10. CERTAIN DEFINED TERMS. In addition to the terms defined elsewhere
in these Articles Supplementary or the Charter, the following terms will have
the following meanings when used herein with initial capital letters:

(a) "BUSINESS DAY" means any day (other than a day which is a
Saturday, Sunday or legal holiday in New York City, or any day on which banks in
New York City are authorized by law to close).

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(b) "CHANGE IN CONTROL" means the occurrence of any of the
following in one or a series of related transactions: (A) any consolidation,
merger, reorganization, share exchange or other form of business combination
transaction involving the Company in which the holders of the Company's Voting
Stock immediately before such transaction do not, immediately after such
transaction, retain Voting Stock representing a majority of the voting power of
the acquiring entity, the Company or the entity surviving such transaction or
(B) the sale, transfer or assignment of Voting Stock of the Company representing
a majority of the voting power of the Company to an acquiring Person; provided,
however, that any transaction described in clause (A) or (B) in which Voting
Stock of the Company or the acquiring or surviving entity in such transaction
representing a majority of the voting power of such Person is acquired by or
from Explorer Holdings, L.P., its partners and/or their respective Affiliates in
one transaction or a series of related transactions shall not be deemed a Change
in Control.

(c) "EXCHANGE ACT" means the Securities Exchange Act of 1934, as
amended, and the rules and regulations promulgated thereunder.

(d) "FAIR MARKET VALUE" of any security or other asset means:

(i) In the case of any security:

(A) if the security is traded on a securities exchange,
the weighted average trading volume of the per share closing prices of the
security on such exchange over the five trading day period ending three trading
days prior to the date on which such value is measured;

(B) if the security is traded over-the-counter, the
weighted average trading volume of the per share closing bid prices of the
security over the five trading day period ending three trading days prior to the
date on which such value is measured; or

(C) if there is no public market for such security that
meets the criteria set forth in (A) or (B) above, the Fair Market Value shall be
the per share fair market value of such security as of the date on which such
value is measured, as determined in good faith by the Board.

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(ii) In the case of assets other than securities, the
Fair Market Value shall be the fair market value of such assets, as determined
in good faith by the Board.

(e) "LIQUIDATION PREFERENCE" measured per share of Series D
Preferred Stock as of any date in question (the "RELEVANT DATE"), means an
amount equal to the Original Issue Price of such share, plus an amount equal to
any accrued and unpaid dividends at the rate set forth in Section 4 hereof, if
any, for such share of Series D Preferred Stock. In connection with the
determination of the Liquidation Preference of a share of Series D Preferred
Stock upon liquidation, dissolution or winding up of the Company, the Relevant
Date shall be the date of distribution of amounts payable to stockholders in
connection with any such liquidation, dissolution or winding up.

(f) "ORIGINAL ISSUE PRICE" means $___ per share of Series D
Preferred Stock, subject to appropriate adjustment to reflect any stock
dividends, combinations, splits, reverse splits, recapitalizations or similar
events affecting the Series D Preferred Stock after the Issue Date.

(g) "PERSON" means any individual, firm, corporation,
partnership, limited liability company, or group (within the meaning of Section
13(d)(3) of the Exchange Act).

(h) "RIGHTS OFFERING" means the offering of shares of common
stock by the Company pursuant to Section 4.7 of the Investment Agreement, dated
as of October 29, 2001, relating to the Series D Preferred Stock (the
"INVESTMENT AGREEMENT").

(i) "VOTING STOCK" means, with respect to any Person, the shares
of any class or kind ordinarily having the power to vote for the election of
directors or other members of the governing body of such Person, and for
purposes hereof, the Series D Preferred Stock whether or not then convertible.
For avoidance of doubt, Common Stock and Series C Preferred Stock both
constitute Voting Stock of the Company; PROVIDED, HOWEVER, that no class of
Preferred Stock shall be deemed to be Voting Stock by virtue of the rights of
such holder upon any Preferred Dividend Default.

11. AMENDMENT; WAIVER. Except as expressly prohibited by law, these
Articles Supplementary may be amended and any provision herein may be waived
with the approval of the holders of a majority of the Series D Preferred Stock
and a majority of the members of the Board who are not Affiliates of any holder
of

19


Series D Preferred Stock. Any amendment or waiver so effected shall be binding
upon each holder of Series D Preferred Stock.

THIRD: The classification of authorized but unissued shares as
set forth in these Articles Supplementary does not increase the authorized
capital of the Company or the aggregate par value thereof.

FOURTH: These Articles Supplementary have been approved by the
Board in the manner and by the vote required by law.

FIFTH: The undersigned Vice President of the Company acknowledges
these Articles Supplementary to be the corporate act of the Company and, as to
all matters or facts required to be verified under oath, the undersigned Vice
President of the Company acknowledges that to the best of his or her knowledge,
information and belief, these matters and facts are true in all material
respects and that this statement is made under the penalties for perjury.


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IN WITNESS WHEREOF, the Company has caused these Articles
Supplementary to be executed under seal in its name and on its behalf by its
Vice President and attested to by its Secretary on this ___ day of ________,
2001.

ATTEST OMEGA HEALTHCARE INVESTORS,
INC.


By:_________________________ By:________________________
Secretary Vice President