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

EXHIBIT 99.F

OMEGA HEALTHCARE INVESTORS, INC.
900 VICTORS WAY, SUITE 350
ANN ARBOR, MICHIGAN 48108






October 29, 2001



EquiServ Trust Company, N.A.
525 Washington Blvd., 3rd Floor
Suite 4660
Jersey City, New Jersey 07310

Attention: Corporate Actions Administrator

Re: AMENDMENT NO. 2 TO RIGHTS AGREEMENT
-----------------------------------


Ladies and Gentlemen:

Pursuant to Section 27 of the Rights Agreement, dated as of May 12,
1999, as amended on May 11, 2000 (the "RIGHTS AGREEMENT"), between Omega
Healthcare Investors, Inc. (the "COMPANY") and EquiServ Trust Company, N.A. (as
successor to First Chicago Trust Company), as rights agent, the Company, by
resolution adopted by its Board of Directors, hereby amends the Rights Agreement
as follows:

1. Section 1 of the Rights Agreement is hereby amended by deleting the
definition of "Acquiring Person" and replacing it in its entirety with the
following:

"`Acquiring Person' shall mean any Person (as hereinafter
defined) (other than the Company, any Related Person (as
hereinafter defined), or any Authorized Person (as hereinafter
defined)) who or which, together with all Affiliates and
Associates (as such terms are hereinafter defined) of such
Person, is the Beneficial Owner (as hereinafter defined) of
10% or more of the Common Stock of the Company then
outstanding; PROVIDED, HOWEVER, that a Person will not be
deemed to have become an Acquiring Person solely as a result
of (i) a reduction in the number of shares of Common Stock
outstanding, or (ii) the acquisition by



EquiServ Trust Company, N.A.
October 29, 2001
Page 2

such Person of newly issued Common Stock directly from the
Company (it being understood that a purchase from an
underwriter or other intermediary is not directly from the
Company) (a "Direct Purchase"), unless and until such time as
(x) such Person or any Affiliate or Associate of such Person
thereafter becomes the Beneficial Owner of any additional
shares of Common Stock, other than as a result of a Direct
Purchase or a stock dividend, stock split or similar
transaction effected by the Company in which all holders of
Common Stock are treated equally, or (y) any other Person who
is the Beneficial Owner of Common Stock thereafter becomes an
Affiliate or Associate of such Person. Notwithstanding the
foregoing, if the Board of Directors determines in good faith
that a Person who would otherwise be an "Acquiring Person" as
defined pursuant to the foregoing provisions of this
paragraph, has become such inadvertently, and such Person
divests as promptly as practicable (and in any event within
ten (10) Business Days after notification by the Company or
such later period as may be determined by the Board of
Directors prior to the expiration of such ten-day period) a
sufficient number of shares of Common Stock so that such
Person would no longer be an "Acquiring Person" as defined
pursuant to the foregoing provisions of this paragraph, then
such Person shall not be deemed to be an "Acquiring Person"
for any purposes of this Agreement."

2. Section 1 of the Rights Agreement is hereby amended by deleting the
definition of "Distribution Date" and replacing it in its entirety with the
following:

"`Distribution Date' shall mean the earlier of (i) the Close
of Business on the tenth calendar day following the Stock
Acquisition Date, or (ii) the Close of Business on the
fifteenth Business Day (or such later date as may be
determined by an action of the Board of Directors prior to
such time as any Person becomes an Acquiring Person) after the
date of the commencement by any Person of, or of the first
public announcement of, the intention of any Person to
commence a tender or exchange offer the consummation of which
would result in any Person becoming an Acquiring Person."


EquiServ Trust Company, N.A.
October 29, 2001
Page 3

3. Section 1 of the Rights Agreement is hereby amended by adding the
following new definitions:

"`Authorized Person' shall mean each of Purchaser, its
Affiliates and Associates, and any of their respective
successors or assignees (each, a "Purchaser Person") and
(ii) any Person, its Affiliates and Associates and any of
their respective successors or assigns, who Beneficially
Owns Common Stock that had previously been Beneficially
Owned by a Purchaser (other than Common Stock Beneficially
Owned by such Person as a result of the direct or indirect
transfer of Common Stock through an underwriter or pursuant
to the facilities of a national securities exchange);
provided that the ultimate parent entity of such person is
a party to the Amended and Restated Stockholders Agreement,
dated the date of closing of the Rights Offering, between
Purchaser and the Company."

"`Purchaser' shall mean Explorer Holdings, L.P., a Delaware
limited partnership."

"`Related Person' shall mean (i) any Subsidiary of the Company
or (ii) any employee benefit plan or stock ownership plan of
the Company or of any Subsidiary of the Company or any entity
holding Common Stock for or pursuant to the terms of any such
plan."

"`Rights Offering' shall have the meaning set forth in the
Series D Investment Agreement."

"`Series D Investment Agreement' shall mean the Investment
Agreement, dated as of October 29, 2001, between the Company
and Purchaser."

4. Section 1 of the Rights Agreement is hereby amended by deleting the
definitions of "Stockholders Agreement" and "Investment Agreement."

5. Section 1 of the Rights Agreement is hereby amended by deleting the
last sentence of Section 1 and replacing it in its entirety with the following:

"Notwithstanding any other provision hereof, in no event will
Purchaser, or its Affiliates or Associates, be deemed to be an
"Acquiring Person" for purposes hereof, nor shall a
Distribution Date, a Stock Acquisition Date, a Triggering
Event or any other event hereunder be deemed to have occurred,
and the Rights will not become separable, distributable,
unredeemable or exercisable, in each such case, as a result of
the approval, execution or delivery of the Series D Investment
Agreement or the other Transaction Documents (as defined in
the Series D Investment Agreement) or the consummation of the
transactions contemplated thereby, including but not limited
to, the Rights Offering."


EquiServ Trust Company, N.A.
October 29, 2001
Page 4

6. Section 3(a) of the Rights Agreement is hereby amended by deleting
it in its entirety and replacing it with the following:

"(a) Until the Distribution Date, (i) the Rights will be
evidenced (subject to the provisions of Section 3(b) hereof)
by certificates for Common Stock registered in the names of
the holders thereof (which certificates shall also be deemed
certificates for Rights) and not by separate certificates, and
(ii) the Rights will be transferable only in connection with
the transfer of the underlying Common Stock (including a
transfer to the Company). As soon as practicable after the
Distribution Date, the Company will prepare and execute, the
Rights Agent will countersign, and the Company will send or
cause to be sent (and the Rights Agent will, if requested,
send) by first-class, insured, postage-prepaid mail, to each
record holder of Common Stock as of the Close of Business on
the Distribution Date, at the address of such holder shown on
the records of the Company, a Right Certificate, in
substantially the form of Exhibit B hereto (a "Right
Certificate"), evidencing one Right for each share of Common
Stock so held. As of the Distribution Date, the Rights will be
evidenced solely by Right Certificates."

7. The Rights Agreement shall not otherwise be supplemented or amended
by virtue of this Amendment No. 2 to the Rights Agreement, but shall remain in
full force and effect.

8. Capitalized terms used without other definition in this Amendment
No. 2 to the Rights Agreement shall be used as defined in the Rights Agreement.

9. This Amendment No. 2 to the Rights Agreement shall be deemed to be a
contract made under the laws of the State of Maryland and for all purposes shall
be governed by and construed in accordance with the laws of such State
applicable to contracts to be made and performed entirely within such State,
except that those provisions of this Amendment No. 2 to the Rights Agreement
affecting the rights, duties and responsibility of the Rights Agent shall be
governed by and construed in accordance with the laws of the State of Illinois.

10. This Amendment No. 2 to the Rights Agreement may be executed in
any number of counterparts and each of such



EquiServ Trust Company, N.A.
October 29, 2001
Page 5

counterparts shall for all purposes be deemed to be an original, and all such
counterparts shall together constitute but one and the same instrument.

11. This Amendment No. 2 to the Rights Agreement shall be effective as
of, and immediately prior to, the execution and delivery of the Series D
Investment Agreement, and all references to the Rights Agreement shall, from and
after such time, be deemed to be references to the Rights Agreement as amended
hereby.

12. Exhibits A and B to the Rights Agreement shall be deemed amended
in a manner consistent with this Amendment No. 2 to the Rights Agreement.

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EquiServ Trust Company, N.A.
October 29, 2001
Page 6




Very truly yours,

OMEGA HEALTHCARE INVESTORS, INC.


By: /s/ C. Taylor Pickett
---------------------------
C. Taylor Pickett
Chief Executive Officer

Accepted and agreed to as of the
effective time specified above:

EQUISERV TRUST COMPANY, N.A.
(AS SUCCESSOR TO FIRST CHICAGO TRUST COMPANY)


By:
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Name:
Title: