January 14, 2002 - EXHIBIT 10.42 - S-11/A: Registration statement for securities to be issued by real estate companies

EXHIBIT 10.42

AMENDMENT NO. 4 TO LOAN AGREEMENT

AMENDMENT NO. 4 TO LOAN AGREEMENT (this "FOURTH AMENDMENT"), made and
executed this 21st day of December, 2001, by and among:

OMEGA HEALTHCARE INVESTORS, INC. and certain of its subsidiaries
(individually, a "BORROWER" and collectively, the "BORROWERS"),

The Banks that have executed the signature pages hereto (individually,
a "BANK" and collectively, the "BANKS"); and

FLEET NATIONAL BANK, a national banking association, as Agent for the
Banks (in such capacity, together with its successors in such capacity, the
"AGENT").

PRELIMINARY STATEMENTS

(A) The Borrowers have entered into a certain Loan Agreement dated June
15, 2000 (as amended by (i) Amendment No. 1 to Loan Agreement dated August 15,
2000, (ii) Amendment No. 2 to Loan Agreement dated November 20, 2000, and (iii)
Amendment No. 3 to Loan Agreement dated January 30, 2001, hereinafter referred
to as the "LOAN AGREEMENT") with the Agent and the Banks; and

(B) The Borrowers have requested that the Banks and the Agent amend
certain provisions of the Loan Agreement, and the Banks and the Agent are
willing to do so, all on the terms and conditions hereinafter set forth;

NOW, THEREFORE, in consideration of the agreements and provisions
contained herein, the parties hereto hereby agree as follows:

1. DEFINITIONS. Capitalized terms used but not otherwise defined herein
shall have the meanings ascribed to such terms in the Loan Agreement.

2. CERTAIN AMENDMENT TO THE LOAN AGREEMENT.

2.1. Article 1 of the Loan Agreement (Definitions) is hereby
deleted in its entirety and the following is substituted therefor:

"ARTICLE 1 DEFINITIONS.

SECTION 2.1. DEFINED TERMS.

As used in this Agreement, the following terms shall have the
following meanings:

'ACCRUED CATCH-UP DIVIDENDS': the aggregate accrued but
undeclared dividends on Omega's Series A, Series B and Series C
Preferred Stock during the period commencing February 1, 2000 through
the first date thereafter (the "CATCH-UP DATE") on which Omega shall
have declared a dividend on any of such Series A, Series B or Series C
Preferred Stock.

'ADDITIONAL COLLATERAL': as defined in subsection 4.1(c)
hereof.

'ADDITIONAL COSTS': as defined in subsection 2.19(b) hereof.

'ADDITIONAL ELIGIBLE HEALTHCARE ASSET(S)': as of any date as
of which such assets are to be determined, all Facilities of the
Borrowers other than:

(i) any Facility which has a Fixed Charge Coverage of
less than 1.00 to 1.00; and

(ii) any Facility, if the payment of any Lease Rental
Expenses or Mortgage Expenses, as applicable, arising from
such Facility, are delinquent in payment for thirty (30) days
or more.

'ADDITIONAL EQUITY CONTRIBUTION': as defined in the Investment
Agreement.

'ADJUSTED EBITDA': for any period, with respect to Omega on a
consolidated basis, determined in accordance with GAAP, the sum of net
income (or net loss) for such period PLUS the sum of all amounts
treated as expenses for: (a) interest, (b) depreciation, (c)
amortization, and (d) all accrued or paid taxes on or measured by
income to the extent included in the determination of such net income
(or net loss); provided, however, that net income (or net loss) shall
be computed without giving effect to extraordinary losses or gains (it
being acknowledged that non-cash gains or losses associated with or
resulting from property dispositions or non-cash impairment charges
shall be treated as extraordinary); and provided further, however, that
the calculation of Adjusted EBITDA (i) for any period during which an
Investment or a Disposition was effected shall be determined on a pro
forma basis as if such Investment or Disposition were effected on the
first day of such period, and (ii) shall not include (A) a one time
charge of $11,000,000 related to the settlement of the Karrington
Lawsuit (including up to $1,000,000 in legal expenses incurred prior to
the Amendment No. 4 Effective Date), (B) $5,000,000 constituting
expenses related to the relocation of Omega's headquarters to
Baltimore, Maryland, including severance costs incurred in connection
therewith, (C) up to $31,000,000 in the aggregate for certain
loss/impairment charges satisfactory to the Agent related to certain of
Omega's investments, (D) $5,000,000 in the aggregate in connection with
litigation settlement charges (in addition to settlement charges
relating to the Karrington Lawsuit referred to in clause (A) above) and
Medicare charges, (E) up to $12,000,000 in connection with the costs
associated with collections of, and reserves taken against, accounts
receivable associated with certain Facilities which are owned and
operated by Omega and/or certain of its Subsidiaries, (F) up to
$5,000,000 in the aggregate related to one time charges incurred by the
Borrowers in connection with the termination of certain third party
leases, and (G) non-cash charges related to changes in the effect of a
change occurring in GAAP or in the application thereof on derivatives
(FASB Statement No. 133); provided that with respect to all of the
foregoing exclusions contained in clauses (A) through (G), the
Borrowers shall submit to the Agent documentation in form and substance
satisfactory to the Agent evidencing such exclusions.

'AFFECTED LOANS': as defined in Section 2.22 hereof.

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'AFFECTED TYPE': as defined in Section 2.22 hereof.

'AFFILIATE': as to any Person, any other Person that directly
or indirectly controls, or is under common control with, or is
controlled by, such Person. As used in this definition, "control"
(including, with its correlative meanings, "controlled by" and "under
common control with") shall mean possession, directly or indirectly, of
power to direct or cause the direction of management or policies
(whether through ownership of securities or partnership or other
ownership interests, by contract or otherwise), PROVIDED THAT, in any
event: (a) any Person that owns directly or indirectly five (5%)
percent or more of the securities having ordinary voting power for the
election of directors or other governing body of a corporation or five
(5%) percent or more of the partnership or other ownership interests of
any other Person (other than as a limited partner of such other Person)
will be deemed to control such corporation or other Person; and (b)
each shareholder, director and officer of any Borrower shall be deemed
to be an Affiliate of such Borrower.

'AGENCY FEE': as defined in subsection 2.8(c) hereof.

'ALTERNATE BASE RATE': for any day, a rate per annum (rounded
upwards, if necessary, to the next 1/16th of 1%) equal to the greater
of (a) the Prime Rate in effect on such day, and (b) 0.5% plus the
Federal Funds Rate in effect on such day.

'AMENDMENT FEE': as defined in subsection 2.8(a) hereof.

'AMENDMENT NO. 4': Amendment No. 4 to Loan Agreement dated
December 21, 2001, by and among the Borrowers the Banks and the Agent.

'AMENDMENT NO. 4 EFFECTIVE DATE': the "Effective Date" as
defined in Amendment No. 4.

'APPLICABLE MARGIN':

(i) as at any date of determination thereof through
and including December 31, 2002, the applicable percentage set
forth below opposite the Leverage Ratio as at such date of
determination:

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(ii) as at any date of determination thereof after
December 31, 2002, the applicable percentage set forth below
opposite the Leverage Ratio as at such date of determination:

(ii) as at any date of determination thereof after
December 31, 2002, the applicable percentage set forth below
opposite the Leverage Ratio as at such date of determination:

(ii) as at any date of determination thereof after
December 31, 2002, the applicable percentage set forth below
opposite the Leverage Ratio as at such date of determination:

The determination of the applicable percentage pursuant to the
tables set forth above shall be made on a quarterly basis based on an
examination of the financial statements of Omega delivered pursuant to
and in compliance with Section 5.1 or Section 5.2 hereof, which
financial statements, whether annual or quarterly, shall indicate that
there exists no Default or Event of Default hereunder. Each
determination of the L/C Fee Percentage shall be effective as of the
first day of the calendar month following the date on which the
financial statements on which such determination was based were
received by the Agent. In the event that financial statements for the
four full fiscal quarters most

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recently completed prior to such date of determination have not been
delivered to the Agent in compliance with Section 5.1 or 5.2 hereof,
then the Agent may determine, in its reasonable judgment, the ratio
referred to above that would have been in effect as at such date, and,
consequently, the L/C Fee Percentage in effect for the period
commencing on such date. Notwithstanding anything to the contrary
contained in this definition, during the period commencing on the date
hereof through and including March 31, 2001, the L/C Fee Percentage
shall be 3.25%.

'L/C ISSUER': Fleet in its individual capacity as issuer of
L/Cs under this Agreement.

'L/C OBLIGATIONS': as at any date, an amount equal to: (a) the
aggregate stated amount (reduced by any partial drawing) of all L/Cs,
PLUS (b) all Unpaid Drawings.

'LEASE RENTAL EXPENSE': for any period and with respect to any
Facility, the total amount payable during such period by the lessee of
such Facility to any Borrower, including, without limitation, (a) base
rent (as adjusted from time to time), plus (b) all incremental charges
to which the Facility is subject under the lease relating thereto.

'LENDING OFFICE': with respect to each Bank, with respect to
each Type of Loan, the Lending Office as designated for such Type of
Loan below its name on the signature pages hereof or such other office
of such Bank or of an affiliate of such Bank as it may from time to
time specify to the Agent and the Borrowers as the office at which its
Loans of such Type are to be made and maintained.

'LEVERAGE RATIO': as of any date of determination thereof, the
quotient of (a) Funded Indebtedness as of such date DIVIDED by (b)
Adjusted EBITDA for the period of four consecutive fiscal quarters
ending on, or most recently before, such date.

'LIBOR BASE RATE': with respect to any LIBOR Loan, for any
Interest Period therefor, the rate per annum (rounded upwards, if
necessary, to the nearest 1/16 of one (1%) percent) quoted by the
Reference Bank at approximately 11:00 a.m. London time (or as soon
thereafter as practicable) two (2) LIBOR Business Days prior to the
first day of such Interest Period as the rate at which the Reference
Bank is offered deposits in the applicable Permitted Currency in the
London interbank market where the LIBOR and foreign currency and
exchange operations of the Reference Bank are customarily conducted,
having terms of one (1), two (2), three (3) or six (6) months and in an
amount comparable to the principal amount of the LIBOR Loan to be made
by the Banks to which such Interest Period relates.

'LIBOR BUSINESS DAY': a Business Day on which dealings in
Dollar deposits and pounds sterling are carried out in the London
interbank market.

'LIBOR LOAN(S)': any Credit Loan the interest on which is
determined on the basis of rates referred to in the definition of
"LIBOR Base Rate" in this Article 1.

'LIBOR RATE': for any LIBOR Loan for any Interest Period
therefor, the rate per annum (rounded upwards, if necessary, to the
nearest 1/100 of one (1%) percent) determined by the Agent to be equal
to: (a) the LIBOR Base Rate for such Loan for such

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Interest Period; DIVIDED BY (b) one (1) MINUS the Reserve Requirement
for such Loan. The Agent shall use its best efforts to advise the
Borrower of the LIBOR Rate as soon as practicable after each change in
the LIBOR Rate; PROVIDED, HOWEVER, that the failure of the Agent to so
advise the Borrower on any one or more occasions shall not affect the
rights of the Banks or the Agent or the obligations of the Borrowers
hereunder.

'LIEN': any mortgage, deed of trust, pledge, security
interest, encumbrance, lien, claim or charge of any kind (including any
agreement to give any of the foregoing), any conditional sale or other
title retention agreement, any lease in the nature of any of the
foregoing, and the filing of or agreement to give any financing
statement under the Uniform Commercial Code of any jurisdiction.

'LOAN(S)': as defined in subsection 2.1(b) hereof. Loans of
different Types made or converted from Loans of other Types on the same
day (or of the same Type but having different Interest Periods) shall
be deemed to be separate Loans for all purposes of this Agreement.

'LOAN DOCUMENTS': this Agreement, the Notes, the Security
Documents, the L/C Documents, Amendment No. 4, all Interest Rate
Contracts and all other documents executed and delivered in connection
herewith or therewith, including all amendments, modifications and
supplements of or to all such documents.

'LOAN PARTY': each Borrower and any other Person (other than
the Banks and the Agent) which now or hereafter executes and delivers
to any Bank or the Agent any Loan Document.

'LTV RATIO': as at any date of determination thereof, the
ratio of (i) the aggregate principal amount of all Credit Loans then
outstanding PLUS all L/C Obligations, at such date, to (ii) the
Appraised Value of the Facilities comprising the Collateral at such
date (which, in any event, shall not include any Facility, if the
payment of any Lease Rental Expenses or Mortgage Expenses, as
applicable, arising from such Facility, are delinquent in payment for
thirty (30) days or more (AFTER THE APPLICATION OF ANY SECURITY DEPOSIT
WITH RESPECT THERETO)).

'MANDATORY BORROWING': as defined in subsection 2.2(b)(ii)
hereof.

'MASTER LEASE': any lease pursuant to which a Borrower leases
to an Operator one or more Facilities.

'MATERIAL ADVERSE EFFECT': any fact or circumstance which (a)
materially and adversely affects the business, operation, property or
financial condition of the Borrowers taken as a whole, or (b) has a
material adverse effect on the ability of the Borrowers to perform
their respective obligations under this Agreement, the Notes or the
other Loan Documents.

'MORTGAGE(S)': mortgages of real property constituting a
Facility for which any Borrower is the mortgagee.

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'MORTGAGE EXPENSE': for any period and with respect to any
Facility, the total amount payable during such period by the mortgagor
of such Facility to any Borrower, including, without limitation, (a)
interest and principal (as adjusted from time to time) plus (b) all
incremental charges to which the Facility is subject under the
mortgage.

'MULTIEMPLOYER PLAN': a "multiemployer plan" as defined in
Section 4001(a)(3) of ERISA to which any Loan Party or any ERISA
Affiliate is making, or is accruing an obligation to make,
contributions or has made, or been obligated to make, contributions
within the preceding six (6) years.

'NET ISSUANCE PROCEEDS': in respect of any issuance of
Indebtedness or equity, the proceeds in Cash received by Omega or any
of its Subsidiaries upon or simultaneously with such issuance, net of
any payments of any outstanding Indebtedness and any direct costs of
such issuance and any taxes paid or payable by the recipient of such
proceeds.

'NET LOSS': with respect to any period, the excess, if any of:
(i) the aggregate amount of expenses of Omega on a consolidated basis,
over (ii) the aggregate amount of revenues of Omega on a consolidated
basis, in each case, during such period, as to all of the foregoing, as
determined in accordance with GAAP.

'NET PROCEEDS': in respect of any Disposition, the proceeds in
Cash received by any of the Borrowers upon or simultaneously with such
Disposition, net of (i) direct costs of such Disposition, (ii) any
taxes paid or payable by the recipient of such proceeds, and (iii)
amounts required to be applied to repay any Indebtedness secured by a
lien on the asset which is the subject of the Disposition.

'NEW PROVIDENT LOAN AGREEMENT': that certain Loan Agreement
dated on or about August 11, 2000 among Omega, certain of its
Subsidiaries, the lenders party thereto and The Provident Bank, as
Agent for such lenders, as the same may have been and may hereafter be
amended from time to time during the term of this Agreement.

'NEW TYPE LOANS': as defined in Section 2.22 hereof.

'1997 LOAN AGREEMENT': the Second Amended and Restated Loan
Agreement, dated September 30, 1997, by and among the Borrowers listed
on Exhibit 1 thereto, the Agent and the banks party thereto, as amended
from time to time.

'NOTE(S)': as defined in subsection 2.5(a) hereof.

'NRS': NRS Ventures, L.L.C., a Kentucky limited liability
company.

'OBLIGATIONS': collectively, all of the Indebtedness of the
Borrowers to the Banks (and affiliates thereof in connection with
Interest Rate Contracts) and the Agent, whether now existing or
hereafter arising, whether or not currently contemplated, including,
without limitation, those arising under or in relation to the Loan
Documents.

'OMEGA': Omega Healthcare Investors, Inc., a Maryland
corporation.

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'OMEGA'S FIXED COVERAGE RATIO': as at the last day of any
fiscal quarter, with respect to the immediately preceding four (4)
fiscal quarters of Omega ending on such date, the ratio of (x) Adjusted
EBITDA, to (y) the sum of Interest Expense, and Cash dividends

'OPERATOR': (a) the lessee of any Facility owned or leased by
a Borrower, and (b) the mortgagor of a Facility which is subject to a
Mortgage to the extent that such entity controls the operation of the
Facility.

'PAYOR': as defined in Section 2.16 hereof.

'PBGC': Pension Benefit Guaranty Corporation.

'PERMITTED LIENS': as to any Person: (a) pledges or deposits
by such Person under workers' compensation laws, unemployment insurance
laws, social security laws, or similar legislation, or good faith
deposits in connection with bids, tenders, contracts (other than for
the payment of Indebtedness of such Person), or leases to which such
Person is a party, or deposits to secure public or statutory
obligations of such Person or deposits of Cash or United States
Government Bonds to secure surety, appeal, performance or other similar
bonds to which such Person is a party, or deposits as security for
contested taxes or import duties or for the payment of rent; (b) liens
imposed by law, including without limitation, carriers',
warehousemen's, materialmen's and mechanics' liens, or liens arising
out of judgments or awards or judicial attachment liens against such
Person with respect to which such Person at the time shall currently be
prosecuting an appeal or proceedings for review; (c) liens for taxes
not yet subject to penalties for non-payment and liens for taxes the
payment of which is being contested as permitted by Section 6.6 hereof;
(d) non-consensual liens that have been bonded within thirty (30) days
after notice of such lien(s) by a Person (not an Affiliate of a
Borrower) reasonably satisfactory to the Required Banks in an aggregate
amount secured by all such liens not in excess of $5,000,000; and (e)
minor survey exceptions, minor encumbrances, easements or reservations
of, or rights of, others for rights of way, highways and railroad
crossings, sewers, electric lines, telegraph and telephone lines and
other similar purposes, or zoning or other restrictions as to the use
of real properties, or Liens incidental to the conduct of the business
of such Person or to the ownership of such Person's property that were
not incurred in connection with Indebtedness of such Person, all of
which Liens referred to in this clause (e) do not in the aggregate
materially impair the value of the properties to which they relate or
materially impair their use in the operation of the business taken as a
whole of such Person, and as to all the foregoing only to the extent
arising and continuing in the ordinary course of business.

'PERSON': an individual, a corporation, a partnership, a joint
venture, a trust or unincorporated organization, a joint stock company
or other similar organization, a government or any political
subdivision thereof, a court, or any other legal entity, whether acting
in an individual, fiduciary or other capacity.

'PLAN': at any time an employee pension benefit plan that is
covered by Title IV of ERISA or subject to the minimum funding
standards under Section 412 of the Code and is either: (a) maintained
by Omega or any member of the Controlled Group for

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employees of Omega, or by Omega for any other member of such Controlled
Group, or (b) maintained pursuant to a collective bargaining agreement
or any other arrangement under which more than one employer makes
contributions and to which Omega or any member of the Controlled Group
is then making or accruing an obligation to make contributions or has
within the preceding five plan years made contributions.

'POOLED FACILITIES': Facilities which are (i) leased by a
Borrower to an Operator or Operators pursuant to a single Master Lease,
or (ii) commonly owned by an Operator or Operators, the Mortgages on
which are held by a Borrower to secure a single loan.

'POST-DEFAULT RATE': (a) in respect of any Loans, a rate per
annum equal to: (i) if such Loans are Prime Rate Loans, two (2%)
percent above the Alternate Base Rate as in effect from time to time
plus the Applicable Margin for Prime Rate Loans, or (ii) if such Loans
are LIBOR Loans, two (2%) percent above the rate of interest in effect
thereon at the time of the Event of Default that resulted in the
Post-Default Rate being instituted until the end of the then current
Interest Period therefor and, thereafter, two (2%) above the Alternate
Base Rate as in effect from time to time plus the Applicable Margin for
Prime Rate Loans; and (b) in respect of other amounts payable by the
Borrowers hereunder (other than interest), equal to two (2%) above the
Alternate Base Rate as in effect from time to time plus the Applicable
Margin for Prime Rate Loans.

'PRIME RATE': the variable per annum rate of interest so
designated from time to time by Fleet as its prime rate.
Notwithstanding the foregoing, the Borrowers acknowledge that the Prime
Rate is a reference rate and Fleet may regularly make domestic
commercial loans at rates of interest less than the rate of interest
referred to in the preceding sentence. Each change in any interest rate
provided for herein based upon the Prime Rate resulting from a change
in the Prime Rate shall take effect at the time of such change in the
Prime Rate.

'PRIME RATE LOANS': Loans that bear interest at a rate based
upon the Alternate Base Rate.

'PRINCIPAL OFFICE': the office of Fleet presently located at
1185 Avenue of the Americas, New York, New York 10036.

'PROJECTIONS': (a) the annual cash flow projections relating
to Omega and its Subsidiaries for the years ending December 31, 2001
and 2002, and (b) the quarterly cash flow projections relating to Omega
and its Subsidiaries for the period commencing April 1, 2000 through
and including March 31, 2001, in each case including balance sheets and
statements of operations (together with related assumptions) as
furnished by Omega to the Agent.

'PROPERTY': any estate or interest in any kind of property or
asset, whether real, personal or mixed, and whether tangible or
intangible.

'QUARTERLY DATES': the first day of each October, January,
April and July, the first of which shall be the first such day after
the date of this Agreement, PROVIDED THAT, if any such date is not a
LIBOR Business Day, the relevant Quarterly Date shall be the next
succeeding LIBOR Business Day (or, if the next succeeding LIBOR
Business Day falls

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in the next succeeding calendar month, then on the next preceding LIBOR
Business Day).

'REFERENCE BANK": a bank appearing on the display designated
as page "LIBOR" on the Reuters Monitor Money Rates Service (or such
other page as may replace the LIBOR page on that service for the
purpose of displaying London interbank offered rates of major banks);
provided, that, if no such offered rate shall appear on such display,
"Reference Bank" shall mean a bank in the London interbank market as
selected by the Agent.

'REGULATION D': Regulation D of the Board of Governors of the
Federal Reserve System, as the same may be amended or supplemented from
time to time.

'REGULATORY CHANGE': as to any Bank, any change after the date
of this Agreement in United States federal, or state, or foreign, laws
or regulations (including Regulation D and the laws or regulations that
designate any assessment rate relating to certificates of deposit or
otherwise (including the "Assessment Rate" if applicable to any Loan))
or the adoption or making after such date of any interpretations,
directives or requests applying to a class of banks, including such
Bank, of or under any United States federal, or state, or foreign laws
or regulations (whether or not having the force of law) by any court or
governmental or monetary authority charged with the interpretation or
administration thereof.

'REIT STATUS': with respect to any Person, (a) the
qualification of such Person as a real estate investment trust under
Sections 856 through 860 of the Code, and (b) the applicability to such
Person and its shareholders of the method of taxation provided for in
Sections 857 ET SEQ. of the Code.

'REQUIRED BANKS': at any time, Banks having at least 66-2/3%
of the Total Revolving Credit Commitment hereunder, or if the Total
Revolving Credit Commitment has been terminated at such time, Banks
having at least 66-2/3% of the aggregate principal amount of Loans and
L/C Obligations, in each case then outstanding.

'REQUIRED PAYMENT': as defined in Section 2.16 hereof.

'RESERVE REQUIREMENT': for any LIBOR Loans as to which
interest is payable hereunder, the average maximum rate at which
reserves (including any marginal, supplemental or emergency reserves)
are required to be maintained during such period under Regulation D by
member banks of the Federal Reserve System in New York City with
deposits exceeding One Billion ($1,000,000,000) Dollars against
"Eurocurrency liabilities" (as such term is used in Regulation D).
Without limiting the effect of the foregoing, the Reserve Requirement
shall reflect any other reserves required to be maintained by such
member banks by reason of any Regulatory Change against: (a) any
category of liabilities which includes deposits by references to which
the LIBOR Rate for LIBOR Loans is to be determined as provided in the
definition of "LIBOR Base Rate" in this Article 1, or (b) any category
of extensions of credit or other assets which include LIBOR Loans.

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'REVOLVING CREDIT COMMITMENT': as to each Bank, the obligation
of such Bank to make Credit Loans and/or participate in the Letter of
Credit Documents issued on behalf of the Borrowers hereunder in the
aggregate amount, if any, set forth opposite such Bank's name on the
signature pages hereof under the caption "Revolving Credit Commitment"
as such amount is subject to increase or reduction in accordance with
the terms hereof.

'REVOLVING CREDIT COMMITMENT TERMINATION DATE': December 31,
2003.

'SECOND ADDITIONAL EQUITY CONTRIBUTION': a contribution to the
capital of Omega of not less than $50,000,000 in gross cash proceeds
pursuant to documentation in form and substance satisfactory to the
Agent.

'SECURITY DOCUMENTS': as defined in subsection 2.10(b) hereof.

'SENIOR NOTES': those certain Senior Unsecured Notes maturing
July 15, 2000.

'SUBSIDIARY": with respect to any Person, any corporation,
partnership, limited liability company, joint venture or other entity,
whether now existing or hereafter organized or acquired: (a) in the
case of a corporation, of which a majority of the securities having
ordinary voting power for the election of directors (other than
securities having such power only by reason of the happening of a
contingency) are at the time owned by such Person and/or one or more
Subsidiaries of such Person, (b) in the case of a partnership, limited
liability company or other entity, in which such Person is a general
partner or managing member or of which a majority of the partnership or
other equity interests are at the time owned by such Person and/or one
or more of its Subsidiaries, or (c) in the case of a joint venture, in
which such Person is a joint venturer and of which a majority of the
ownership interests are at the time owned by such Person and/or one or
more of its Subsidiaries. Unless the context otherwise requires,
references in this Agreement to "Subsidiary" or "Subsidiaries" shall be
deemed to be references to a Subsidiary or Subsidiaries of Omega.

'TANGIBLE NET WORTH': the sum of capital surplus, earned
surplus and capital stock, MINUS deferred charges, intangibles and
treasury stock, all as determined in accordance with GAAP consistently
applied.

'TOTAL REVOLVING CREDIT COMMITMENT': the aggregate obligation
of the Banks to make Credit Loans and/or issue or participate in the
L/C Documents hereunder up to the aggregate amount of One Hundred Sixty
Million ($160,000,000) Dollars, as such amount may be increased or
reduced in accordance with the terms hereof.

'TYPE': refers to the characteristics of a Loan as a Prime
Rate Loan or a LIBOR Loan for a particular Interest Period. All Prime
Rate Loans are of the same Type. All LIBOR Loans with identical
interest rates and Interest Periods are of the same Type. All other
Loans are of different Types. Interest Periods are identical if they
begin and end on the same days.

'UNPAID DRAWINGS': any payment or disbursement made by the L/C
Issuer with respect to a L/C and not reimbursed by the Borrowers.

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'UNUSED COMMITMENT': as at any date, for each Bank, the
difference, if any, between: (a) the amount of such Bank's Revolving
Credit Commitment, as in effect on such date, and (b) the then
aggregate outstanding principal amount of all Credit Loans made by such
Bank and such Bank's PRO RATA share of all L/C Obligations.

SECTION 1.2 GAAP.

Any accounting terms used in this Agreement that are not
specifically defined herein shall have the meanings customarily given
to them in accordance with GAAP as in effect on the date of this
Agreement, except that references in Article 5 to such principles shall
be deemed to refer to such principles as in effect on the date of the
financial statements delivered pursuant thereto."

2.2. Article 2 of the Loan Agreement (Commitments; Loans; Letters of
Credit; Collateral) is hereby deleted in its entirety and the following is
substituted therefor:

"ARTICLE 2 COMMITMENTS; LOANS; LETTERS OF CREDIT; COLLATERAL.

SECTION 2.1. LOANS.

Each Bank hereby severally agrees, on the terms and subject to
the conditions of this Agreement and Amendment No. 4, to make loans
(individually a 'CREDIT LOAN', collectively, the 'CREDIT LOANS') to the
Borrowers during the Credit Period to and including the Revolving
Credit Commitment Termination Date in an aggregate principal amount at
any one time outstanding up to, but not exceeding, the Revolving Credit
Commitment of such Bank as then in effect; PROVIDED, HOWEVER, that the
sum of (x) the aggregate principal amount of Credit Loans, plus (y) L/C
Obligations, in each case, at any one time outstanding, shall not
exceed the Total Revolving Credit Commitment, as then in effect.
Subject to the terms of this Agreement, including the borrowing
limitation referred to above, during the Credit Period the Borrowers
may borrow, repay and reborrow Credit Loans. The Credit Loans shall be
in amounts up to an aggregate outstanding principal amount at any one
time of One Hundred Sixty Million and 00/100 ($160,000,000.00) Dollars.

SECTION 2.2. LETTERS OF CREDIT.

(a) ISSUANCE.

(i) Subject to the terms and conditions of this
Agreement, the Borrowers may request that the L/C Issuer, in its
individual capacity, issue L/Cs to beneficiaries designated by the
Borrowers pursuant to an Application and other documentation in form
and substance satisfactory to the L/C Issuer (collectively, the 'L/C
DOCUMENTS'). Each L/C shall be deemed to be a utilization of the
Revolving Credit Commitment of each Bank in an amount equal to each
Bank's PRO RATA share of the stated amount of each L/C.

(ii) Each L/C Document shall provide that drafts
drawn thereunder shall be payable on sight (but in no event later than
the Revolving Credit Commitment Termination Date). The maximum
aggregate stated amount of L/C's issued and

21

outstanding at any one time hereunder shall not exceed Fifteen Million
($15,000,000) Dollars and all L/C's shall be denominated in Dollars.

(iii) The Borrowers shall give notice to the L/C
Issuer of a request for issuance of any L/C not less than ten (10)
Business Days prior to the proposed issuance date (which prescribed
time period may be waived at the option of the L/C Issuer in the
exercise of its sole discretion). Each such notice (an 'ISSUANCE
REQUEST') shall specify: (1) the requested date of such issuance (which
shall be a Business Day); (2) the maximum stated amount of such L/C;
(3) the expiration date of such L/C; (4) the purpose of such L/C; (5)
the name and address of the beneficiary of such L/C; and (6) the
required documents under any such L/C.

(iv) Each L/C shall be issued by the L/C Issuer,
subject to the payment by the Borrowers of the standard issuance fees
and charges customarily imposed by the L/C Issuer in connection with
the issuance thereof, pursuant to the L/C Issuer's standard form of
application for such L/C Documents (each, an 'APPLICATION' and
collectively, the 'APPLICATIONS') executed by the Borrowers. In the
event that any term or condition set forth in any Application shall be
inconsistent with the terms and conditions of this Agreement, the terms
and conditions herein set forth shall prevail.

(v) Notwithstanding the foregoing, the L/C Issuer
shall not be under any obligation to issue any L/C Document if at the
time of such issuance any order, judgment or decree of any governmental
authority or arbitrator shall purport by its terms to enjoin or
restrain the L/C Issuer from issuing such L/C Documents or any
requirement of law applicable to the L/C Issuer or any request or
directive (whether or not having the force of law) from any
governmental authority with jurisdiction over the L/C Issuer shall
prohibit, or request that the L/C Issuer refrain from the issuance of
letters of credit generally or any such L/C Documents in particular, or
shall impose upon the L/C Issuer with respect to any L/C Documents any
requirement (for which the L/C Issuer is not otherwise compensated) not
in effect on the date hereof.

(b) REPAYMENT; MANDATORY BORROWINGS.

(i) The Borrowers shall be obligated pursuant to each
Application to reimburse the L/C Issuer immediately in immediately
available funds at the Principal Office for sight drafts drawn under
any L/C Document.

(ii) If any drawing under a L/C shall not be
reimbursed on the date when due, provided that an event of the type set
forth in subsection 8.6(a) has not occurred, the Borrowers'
reimbursement obligation in respect of such Unpaid Drawing shall be
funded on such date with the borrowing of a Credit Loan (each such
borrowing a 'MANDATORY BORROWING') in the full amount of the Unpaid
Drawings from all Banks based on each Bank's PRO RATA share of the
Total Revolving Credit Commitment. The L/C Issuer shall promptly notify
the Agent of the amount of such Unpaid Drawings and the Agent shall
promptly notify the Banks of the amount of each such Mandatory
Borrowing not later than 12:00 noon (New York City time) on the date on
which such Mandatory Borrowing is to be made. Provided that an event of
the type set forth in subsection 8.6(a) has not occurred, each such
Bank hereby irrevocably agrees to make Credit Loans

22

pursuant to each Mandatory Borrowing in the amount, and not later than
5:00 p.m. (New York City time), on the date, and in the manner
specified in the preceding sentence, notwithstanding that the amount of
the Mandatory Borrowing may not comply with the minimum amount for
borrowings otherwise required hereunder. In the event that the Agent
delivers the above-described notice to any Bank later than 12:00 noon
(New York City time) on the date of the required Mandatory Borrowing,
then such Bank shall not be obligated to effect such Mandatory
Borrowing until the next succeeding Business Day (but not later than
5:00 p.m. (New York City time)).

(iii) Notwithstanding the foregoing, in the event
that at any time when a draft is drawn under a L/C Document, there are
not sufficient funds in any account of the Borrowers with the L/C
Issuer or sufficient availability to permit creation of Credit Loans
sufficient to fund payment of the draft(s) in accordance with its
terms, any funds advanced by the L/C Issuer and the other Banks in
payment thereof shall be due and payable immediately and shall bear
interest until paid in full at the Post-Default Rate, such interest to
be payable on demand. In the event of any conflict or discrepancy
between the terms provided herein and the terms established by the L/C
Issuer in its Application or otherwise and this Loan Agreement, the
terms provided herein shall prevail.

(c) GENERAL UNCONDITIONAL OBLIGATIONS. The obligations of the
Borrowers under this Agreement, the Applications and any other
agreement, instrument or document relating to reimbursement or payment
of Unpaid Drawings shall be absolute, unconditional and irrevocable,
and shall be performed strictly in accordance with the terms of this
Agreement and the L/C Documents, under all circumstances whatsoever,
including, without limitation, the following circumstances, whether
relating to any one or more L/C Documents:

(i) any agreement between the Borrower(s) and any
beneficiary or any agreement or instrument relating thereto (the
'BENEFICIARY DOCUMENTS') proving to be forged, fraudulent, invalid,
unenforceable or insufficient in any respect;

(ii) any amendment or waiver of or any consent to
departure from all or any of the Beneficiary Documents;

(iii) the existence of any claim, setoff, defense or
other rights which the Borrower(s) may have at any time against any
beneficiary or any transferee of any L/C Document (or any persons or
entities for whom any beneficiary or any such transferee may be
acting), the L/C Issuer, any other Bank, the Agent or any other person
or entity, whether in connection with the Agreement, the Beneficiary
Documents or any unrelated transaction;

(iv) any demand presented under any L/C Document (or
any endorsement thereon) proving to be forged, fraudulent, invalid,
unenforceable or insufficient in any respect or any statement therein
being inaccurate in any respect whatsoever;

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(v) the use to which any L/C Document may be put or
any acts or omission of any beneficiary in connection therewith; or

(vi) any other circumstances or happening whatsoever,
whether or not similar to any of the foregoing.

(d) PARTICIPATIONS BY BANKS.

(i) On the date of issuance of each L/C, the L/C
Issuer thereof shall be deemed irrevocably and unconditionally to have
sold and transferred to each Bank (excluding, for all purposes of this
paragraph (i), the L/C Issuer, which shall retain a portion equal to
its PRO RATA share of its Revolving Credit Commitment) without recourse
or warranty, and each Bank shall be deemed to have irrevocably and
unconditionally purchased and accepted from the L/C Issuer, an
undivided interest and participation, to the extent of such Bank's PRO
RATA share of Revolving Credit Commitment, in effect on the date of
such issuance, in such L/C, each substitute therefor, each drawing made
thereunder, the related Applications and all obligations relating
thereto and all Loan Documents supporting, or otherwise benefiting the
payment of such Obligations.

(ii) In the event that any Unpaid Drawing is not paid
to the L/C Issuer with respect to any L/C Document in full immediately
or by a Mandatory Borrowing from all the Banks, the L/C Issuer shall
promptly notify the Agent to that effect, and the Agent shall promptly
notify the Banks of the amount of such Unpaid Drawing and each such
Bank shall immediately pay to the Agent, for immediate payment to the
L/C Issuer, in lawful money of the United States and in immediately
available funds, an amount equal to such Bank's ratable portion of the
amount of such Unpaid Drawing.

(iii) The obligation of each Bank to make Credit
Loans, in respect of each Mandatory Borrowing and to make payments
under the preceding subparagraph (d)(ii) shall be absolute and
unconditional and irrevocable and not subject to any qualification or
exception whatsoever (except as set forth in this subsection
2.2(d)(iii)), and shall be made in accordance with the terms and
conditions of this Agreement under all circumstances and shall not be
subject to any conditions set forth in Article 4 hereof or otherwise
affected by any circumstance including, without limitation: (1) the
occurrence or continuance of a Default or Event of Default (except that
the Banks shall not, and shall not have any obligation to, make any
Credit Loan in respect of a Mandatory Borrowing after an event of the
type specified in subsection 8.6(a) hereof has occurred); (2) any
adverse change in the business condition (financial or otherwise),
operations, performance, properties or prospects of any Loan Party; (3)
any breach of this Agreement or any Application or other Loan Documents
by the Borrowers; (4) any setoff, counterclaim, recoupment, defense or
other right which such Bank or the Borrowers may have at any time
against the L/C Issuer, any other Bank, or any beneficiary named in any
L/C Document in connection herewith or otherwise; (5) the validity,
sufficiency or genuineness of documents, or of any endorsement thereon,
even if such documents should prove to be in any or all respects
invalid, insufficient, fraudulent or forged; (6) any lack of validity
or enforcement of this Agreement or any of the Loan Documents; (7) any
other circumstance, happening or event whatsoever, whether or not
similar to any of the foregoing, PROVIDED THAT such circumstances or
happenings shall not have constituted

24

gross negligence or willful misconduct of the L/C Issuer. The Borrowers
agree that any Bank purchasing a participation in any L/C Document from
the L/C Issuer may, to the fullest extent permitted by law, exercise
all of its rights of payment with respect to such participation as
fully as if such Bank were the direct creditor of the Borrowers in the
amount of such participation.

(iv) If the L/C Issuer receives a payment on account
of an Unpaid Drawing with respect to any L/C Document as to which any
other Bank has funded its participation pursuant to subparagraph
(d)(iii) above, the L/C Issuer shall, within one Business Day, pay to
the Agent, and the Agent shall, within one Business Day, pay to each
Bank which funded its participation therein, in lawful money of the
United States and in the kind of funds so received, an amount equal to
such Bank's ratable share thereof plus interest at the Federal Funds
Rate if not paid to each such Bank within one Business Day of the date
such funds were received by the Agent.

(v) If any payment received on account of any
reimbursement obligation with respect to any L/C Document and
distributed to a Bank as a participant under paragraph (iv) is
thereafter recovered from the L/C Issuer thereof in connection with any
bankruptcy or insolvency proceeding relating to the Borrower(s) or
otherwise, each Bank which received such distribution shall, upon
demand by the Agent, repay to the L/C Issuer such Bank's ratable share
of the amount so recovered together with an amount equal to such Bank's
ratable share (according to the proportion of (1) the amount of such
Bank's required repayment to (2) the total amount so recovered) of any
interest or other amount paid or payable by the L/C Issuer in respect
of the total amount so recovered.

(e) NON-LIABILITY. The Borrowers assume all risks of the acts
or omissions of any beneficiary or transferee of any L/C Document with
respect to its use thereof. None of the Agent, the L/C Issuer, or any
other Bank, nor any of their respective officers or directors, shall be
liable or responsible for: (1) the use that may be made of any L/C
Document or any acts or omissions of any beneficiary or transferee in
connection therewith; (2) the validity, sufficiency or genuineness of
documents, or of any endorsement thereon, even if such documents should
prove to be in any or all respects invalid, insufficient, fraudulent or
forged; (3) payment by the L/C Issuer against presentation of documents
that do not comply with the terms of the L/C Documents issued by the
L/C Issuer, EXCEPT that the Borrowers shall have a claim against the
L/C Issuer, and the L/C Issuer shall be liable to the Borrowers, to the
extent of any direct, but not consequential, damages suffered by the
Borrowers that the Borrowers prove were caused solely by (A) the L/C
Issuer's willful misconduct or gross negligence in determining whether
documents presented under any L/C Document comply with the terms of
such L/C Document or (B) the L/C Issuer's willful failure to make
lawful payment under a L/C Document after the presentation to it of a
draft and documents and/or certificates strictly complying with the
terms and conditions thereof; (4) for errors, omissions, interruptions
or delays in transmission or delivery of any messages, by mail, cable,
telegraph, telex or otherwise, whether or not they are in cipher; (5)
for errors in interpretation of technical terms; (6) for any loss or
delay in the transmission or otherwise of any document required in
order to make a drawing under any such L/C Document or of the proceeds
thereof; and (7) for any consequence arising from causes beyond the

25

control of the L/C Issuer, including, without limitation, any
government acts. The Uniform Customs and Practice for Documentary
Credits as most recently published by the International Chamber of
Commerce shall be deemed a part of this Section 2.2 as if incorporated
herein in all respects and shall apply to the L/Cs.

(f) INDEMNIFICATION. In addition to amounts payable as
elsewhere provided in this Agreement, without duplication, the
Borrowers agree to indemnify and save harmless the Agent and each Bank
including the L/C Issuer from and against any and all claims, demands,
liabilities, damages, losses, costs, charges and expenses (including
reasonable attorneys' fees and allocated costs of internal counsel)
which such Agent, Bank or L/C Issuer may incur or be subject to as a
consequence, direct or indirect, of the issuance of any L/C Document or
any action or proceeding relating to a court order, injunction, or
other process or decree restraining or seeking to restrain the L/C
Issuer or the Agent from paying any amount under any L/C Document or
the failure of the L/C Issuer to honor a drawing under any L/C Document
issued by such Issuer as a result of any act or omission, whether
rightful or wrongful, of any present or future DE JURE or DE FACTO
government or governmental authority, except that no such Person shall
be entitled to indemnification for matters caused solely by such
Person's gross negligence or willful misconduct. Without modifying the
foregoing, and anything contained herein to the contrary
notwithstanding, the Borrowers shall cause each L/C issued for its
account to be canceled and returned to the L/C Issuer thereof on or
before its expiration date.

SECTION 2.3. NOTICES RELATING TO LOANS.

The Borrowers shall give the Agent written notice of each
termination or reduction of the Commitments, each borrowing,
conversion, repayment and prepayment of each Loan and of the duration
of each Interest Period applicable to each LIBOR Loan (in each case, a
'BORROWING NOTICE'). Each such written notice shall be irrevocable and
shall be effective only if received by the Agent not later than 11
a.m., New York City time on the date that is:

(a) In the case of each notice of termination or
reduction of the Commitments, five (5) Business Days prior to
the date of the related termination or reduction;

(b) In the case of each notice of borrowing and
repayment of, or conversion into, Prime Rate Loans, the same
Business Day of the related borrowing or repayment or
conversion; and

(c) In the case of each notice of borrowing or
repayment of, or conversion into, LIBOR Loans, or the duration
of an Interest Period for LIBOR Loans, three (3) LIBOR
Business Days prior to the date of the related borrowing,
repayment or conversion or the first day of such Interest
Period.

Each such notice of termination or reduction shall specify the
amount thereof. Each such notice of borrowing, conversion, repayment or
prepayment shall specify the amount (subject to Section 2.1 hereof) and
Type of Loans to be borrowed, converted, repaid or prepaid (and, in the
case of a conversion, the Type of Loans to result from such
conversion), the date of borrowing, conversion, repayment or prepayment
(which shall

26

be: (i) a Business Day in the case of each borrowing or repayment of
Prime Rate Loans, and (ii) a LIBOR Business Day in the case of each
borrowing, prepayment, or repayment of LIBOR Loans and each conversion
of or into a LIBOR Loan). Each such notice of the duration of an
Interest Period shall specify the Loans to which such Interest Period
is to relate. The Agent shall notify the Banks of the content of each
such Borrowing Notice promptly after its receipt thereof.

SECTION 2.4. DISBURSEMENT OF LOAN PROCEEDS.

The Borrowers shall give the Agent notice of each borrowing
hereunder as provided in Section 2.3 hereof and the Agent shall
promptly notify the Banks thereof. Not later than 1:00 p.m., New York
City time, on the date specified for each borrowing hereunder, each
Bank shall transfer to the Agent, by wire transfer or otherwise, but in
any event in immediately available funds, the amount of the Loan to be
made by it on such date, and the Agent, upon its receipt thereof, shall
disburse such sum to the Borrowers by depositing the amount thereof in
an account of the Borrowers, or any of them, designated by the
Borrowers maintained with the Agent.

SECTION 2.5. NOTES.

(a) The Credit Loans made by each Bank shall be evidenced by a
single joint and several promissory note of the Borrowers in
substantially the form of Exhibit A to Amendment No. 4 (each, a 'NOTE'
and collectively, the 'NOTES'). Each Note shall be dated the Amendment
No. 4 Effective Date, shall be payable to the order of such Bank in a
principal amount equal to such Bank's Revolving Credit Commitment as
originally in effect, and shall otherwise be duly completed. The Notes
shall be payable as provided in Sections 2.1 and 2.6 hereof.

(b) Each Bank is authorized to enter on a schedule with
respect to its Note(s) a notation with respect to each Credit Loan made
hereunder of: (i) the date and principal amount thereof and (ii) each
payment and repayment of principal thereof. The failure of any Bank to
make a notation on any such schedule as aforesaid shall not limit or
otherwise affect the joint and several obligation of the Borrowers to
repay the Loans in accordance with their respective terms as set forth
herein.

SECTION 2.6. PAYMENT OF LOANS; VOLUNTARY CHANGES
IN COMMITMENT; MANDATORY REPAYMENTS

(a) All outstanding Credit Loans shall be paid in full not
later than the Revolving Credit Commitment Termination Date.

(b) The Borrowers shall be entitled to terminate or reduce the
Total Revolving Credit Commitment and repay or prepay the principal
amount of the Loans PROVIDED THAT the Borrowers shall give notice of
such termination, reduction, prepayment or repayment to the Agent as
provided in Section 2.3 hereof and that any repayment or prepayment or
partial reduction of the Total Revolving Credit Commitment shall be in
the minimum aggregate amount of Three Million ($3,000,000) Dollars and
multiples of One Million ($1,000,000) Dollars in excess thereof. Any
such termination or reduction shall be permanent and irrevocable. In
connection with any such termination or reduction, the

27

Agent shall, at the request of the Borrowers and subject to the consent
(which shall not be unreasonably withheld) of the Required Banks,
release from its Lien thereon items of Collateral designated by the
Borrowers, provided that, after giving effect to such release, the LTV
Ratio shall not be greater than 0.667:1.000 and no Default or Event of
Default shall exist. Any repayment of a LIBOR Loan shall be on the last
day of the relevant Interest Period and all repayments or prepayments
of principal (whether mandatory or voluntary) shall be applied first to
Prime Rate Loans, and then to the fewest number of Types of LIBOR Loans
as possible. Each partial reduction of the Total Revolving Credit
Commitment shall be applied to the Total Revolving Credit Commitment
according to each Bank's respective Revolving Credit Commitment.

(c) Notwithstanding any other provision of this Agreement, the
Loans (i) shall be repaid as and when necessary to cause the aggregate
principal amount of (x) Loans outstanding, plus (y) L/C Obligations not
to exceed the Total Revolving Credit Commitment, as at any date of
determination thereof; and (ii) shall be repaid in order to maintain a
LTV Ratio of not greater than 0.667:1.000.

(d) (i) In the event of a Disposition (which Disposition
shall, except as provided in subsection 2.6(d)(ii) below, require the
consent (in each case, not to be unreasonably withheld) of (x) the
Required Banks and the Agent if the asset(s) to be included in the
Disposition constitutes Collateral and if after giving effect to such
Disposition the aggregate amount of the Net Proceeds arising from all
Dispositions of Collateral is equal to or less than $35,000,000, and
(y) the Banks and the Agent if the asset(s) to be included in the
Disposition constitutes Collateral and if the aggregate amount of the
Net Proceeds of all Dispositions of Collateral theretofore made exceeds
$35,000,000), the Borrowers shall either (A) repay the Credit Loans in
an amount equal to the aggregate Net Proceeds of such Disposition
immediately upon receipt thereof or (B) pledge additional Collateral to
the Agent such that after giving effect to any such pledge and any
resulting repayment of the Credit Loans, the LTV Ratio is not greater
than 0.667:1.000 (as verified by an Appraisal of the additional
Collateral) which additional Collateral shall, if replacing a portion
of the Initial Collateral, meet the criteria contained in the
definition of Eligible Healthcare Assets or, if replacing a portion of
the Additional Collateral, meet the criteria contained in the
definition of Additional Eligible Healthcare Asset. Simultaneously with
the Borrowers fulfilling their obligations under this subsection, the
Agent shall release its Lien on any Collateral that is subject to the
Disposition.

(ii) The parties hereto acknowledge that the term
"Disposition" includes the prepayment or repayment in full in
accordance with their respective terms of any Mortgage(s) which
constitute Collateral, and notwithstanding anything to the contrary
contained in subsection 2.6(d)(i) above in connection with a
Disposition arising from any such prepayment or repayment,
simultaneously with the Borrowers fulfilling their obligations under
subsection 2.6(d)(i) above, the Agent shall release its Lien on such
Collateral covering the Mortgage (which release shall not require the
consent of any Bank).

(e) If any Borrower shall make any public or private issuance
of Indebtedness or equity (other than (i) in connection with any
dividend reinvestment program(s), (ii) the

28

Equity Contribution, (iii) the Second Additional Equity Contribution,
or (iv) the proceeds of any other issuance of Indebtedness or equity
(which issuance of Indebtedness by its terms matures later than
December 31, 2002) of up to $50,000,000 received prior to February 1,
2001), Omega shall promptly notify the Agent of such issuance and repay
the Credit Loans in an amount equal to the aggregate Net Issuance
Proceeds of such issuance immediately upon receipt thereof, except that
the Borrower may use the proceeds of the loans to be made by The
Provident Bank and the other lenders party thereto under the New
Provident Loan Agreement as permitted pursuant to the New Provident
Loan Agreement.

SECTION 2.7. INTEREST

(a) The Borrowers shall pay to the Agent for the account of
each Bank interest on the unpaid principal amount of each Loan made by
such Bank for the period commencing on the date of such Loan until such
Loan shall be paid in full, at the following rates per annum:

(i) During such periods that such Loan is a Prime
Rate Loan, the Alternate Base Rate PLUS the Applicable Margin; and

(ii) During such periods that such Loan is a LIBOR
Loan, for each Interest Period relating thereto, the LIBOR Rate for
such Loan for such Interest Period PLUS the Applicable Margin.

(b) Notwithstanding the foregoing, the Borrowers shall pay
interest on any Loan or any installment thereof, and on any other
amount (including Unpaid Drawings) payable by the Borrowers hereunder
(to the extent permitted by law) that shall not be paid in full when
due (whether at stated maturity, by acceleration or otherwise) for the
period commencing on the due date thereof until the same is paid in
full at the applicable Post-Default Rate.

(c) Except as provided in the next sentence, accrued interest
on each Loan shall be payable: (i) in the case of each Prime Rate Loan,
quarterly on the Quarterly Dates, (ii) in the case of a LIBOR Loan, on
the last day of each Interest Period for such Loan (and, if such
Interest Period exceeds three months' duration, quarterly, commencing
on the first quarterly anniversary of the first day of such Interest
Period), and (iii) in the case of any Loan, upon the payment, repayment
or prepayment thereof or the conversion thereof into a Loan of another
Type (but only on the principal so paid, repaid or converted). Interest
that is payable at the Post-Default Rate shall be payable from time to
time on demand of the Agent. Promptly after the establishment of any
interest rate provided for herein or any change therein, the Agent will
notify the Banks and the Borrowers thereof, PROVIDED THAT the failure
of the Agent to so notify the Banks and the Borrowers shall not affect
the obligations of the Borrowers hereunder or under any of the Notes in
any respect. Interest on all Loans and each Fee shall be computed on
the basis of a year of 360 days and actual days elapsed (including the
first day but excluding the last) occurring in the period for which
payable.

29

(d) Anything in this Agreement or any of the Notes to the
contrary notwithstanding, the obligation of the Borrowers to make
payments of interest shall be subject to the limitation that payments
of interest shall not be required to be made to any Bank to the extent
that such Bank's receipt thereof would not be permissible under the law
or laws applicable to such Bank limiting rates of interest that may be
charged or collected by such Bank. Any such payments of interest that
are not made as a result of the limitation referred to in the preceding
sentence shall be made by the Borrowers to such Bank on the earliest
interest payment date or dates on which the receipt thereof would be
permissible under the laws applicable to such Bank limiting rates of
interest that may be charged or collected by such Bank. Such deferred
interest shall not bear interest.

SECTION 2.8. FEES.

(a) Simultaneously with the execution and delivery of
Amendment No. 4, the Borrowers shall pay to the Agent, for the ratable
benefit of the Banks, a non-refundable amendment fee in the aggregate
amount of $480,000 (the 'AMENDMENT FEE').

(b) The Borrowers shall pay to the Agent for the account of
the Banks, PRO RATA according to their respective Revolving Credit
Commitments, a commitment fee (the 'COMMITMENT FEE') on the daily
average amount of such Bank's Unused Commitment, for the period from
the Closing Date to and including the earlier of (i) the date such
Bank's Revolving Credit Commitment is terminated, and (ii) the
Revolving Credit Commitment Termination Date, at the rate per annum
equal to the Commitment Fee Percentage from time to time in effect on
the amount of the Total Revolving Credit Commitment. The accrued
Commitment Fee shall be payable on the Quarterly Dates, and on the
earlier of (i) the date the Total Revolving Credit Commitment is
terminated, or (ii) the Revolving Credit Commitment Termination Date,
and in the event the Borrowers reduce the Total Revolving Credit
Commitment as provided in subsection 2.6(b) hereof, on the effective
date of such reduction.

(c) The Borrowers shall pay to the Agent, for its own account:
(i) an annual agency fee (the 'AGENCY FEE') commencing on the Closing
Date, and (ii) simultaneously with the execution and delivery of
Amendment No. 4, (A) a non-refundable arrangement fee (the 'ARRANGEMENT
FEE'), and (B) fees and expenses in accordance with Section 10.1
hereof.

(d) The Borrowers shall pay to the Agent for the account of
the Banks, PRO RATA according to their respective Revolving Credit
Commitments, a letter of credit fee (the 'L/C FEE') on the daily
average amount of the aggregate stated amount of the L/C's, for the
period from the date hereof to and including the earlier of (i) the
date such Bank's Revolving Credit Commitment is terminated and (ii) the
Revolving Credit Commitment Termination Date, at the rate per annum
equal to the L/C Fee Percentage from time to time in effect. The
accrued L/C Fee shall be payable on the Quarterly Dates, and on the
earlier of (i) the date the Total Revolving Credit Commitment is
terminated, or (ii) the Revolving Credit Commitment Termination Date.

30

(e) The Amendment Fee, the Commitment Fee, the Agency Fee, the
Arrangement Fee and the L/C Fee are hereinafter sometimes referred to
individually as a 'FEE' and collectively as the 'FEES'. Each of the
Amendment Fee, the Agency Fee and the Arrangement Fee are more fully
described in a separate written agreement among the Borrowers and the
Agent.

SECTION 2.9. USE OF PROCEEDS OF LOANS

The proceeds of the Credit Loans hereunder may be used by the
Borrowers solely: (a) for working capital purposes, (b) subject to
subsection 2.2(a) hereof, for the issuance of L/C's to beneficiaries
designated by the Borrowers, and (c) for general corporate purposes
(including, without limitation, those permitted under Sections 7.4, 7.5
and 7.8 hereof); provided, however, that no proceeds of the Credit
Loans may be utilized (i) to repay any of the June 2002 Notes unless,
after giving effect to any such payment, there would be not less than
$10,000,000 available under the Revolving Commitment; or (ii) to pay
all or any part of the Accrued Catch-Up Dividends if an Event of
Default shall then exist or would exist after giving effect to any such
payment.

SECTION 2.10. COLLATERAL.

(a) In order to secure the due payment and performance by the
Borrowers of the Obligations, on the Closing Date each of Omega, OHI
(Illinois), Inc., NRS, and Delta (collectively, the 'GRANTORS') shall:

(i) Grant to the Agent for the ratable benefit of the
Banks (and affiliates thereof in connection with Interest Rate
Contracts) a Lien on such of its personal properties and assets,
whether now owned or hereafter acquired, tangible and intangible,
related to the Facilities identified on Schedule 2.10 hereto (as the
same may be modified from time to time in accordance with the terms
hereof) by the execution and delivery to the Agent of a Security
Agreement in form and substance satisfactory to the Agent (the
'BORROWER SECURITY AGREEMENT');

(ii) Grant to the Agent for the ratable benefit of
the Banks (and affiliates thereof in connection with Interest Rate
Contracts) a Lien on such interests in real property related to the
Facilities identified on Schedule 2.10 hereto (as the same may be
modified from time to time in accordance with the terms hereof), and
all improvements now or hereafter located thereon, as the Agent shall
require, by the execution and delivery to the Agent of mortgages, deeds
of trust, or assignments of mortgages, in form and substance
satisfactory to the Agent (individually, a 'BORROWER MORTGAGE' and
collectively, the 'BORROWER MORTGAGES'); and

(iii) Execute and deliver or cause to be executed and
delivered such other agreements, instruments and documents as the Agent
may reasonably require in order to effect the purposes of the Borrower
Security Agreement, the Borrower Mortgages, this Section 2.10 and this
Agreement.

(b) All of the agreements, instruments and documents provided
for or referred to in this Section 2.10 are hereinafter sometimes
referred to collectively as the 'SECURITY DOCUMENTS'.

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SECTION 2.11. MINIMUM AMOUNTS OF BORROWINGS,
CONVERSIONS AND REPAYMENTS.

Except for borrowings, conversions and repayments that exhaust
the full remaining amount of a Commitment (in the case of borrowings)
or result in the conversion or repayment of all Loans of a particular
Type (in the case of conversions or repayments) or conversions made
pursuant to Section 2.20 or Section 2.21 hereof, each borrowing from
each Bank, each conversion of Loans of one Type into Loans of another
Type and each repayment or prepayment of principal of Loans hereunder
shall be in a minimum amount of One Million ($1,000,000) Dollars, in
the case of Prime Rate Loans, and Three Million ($3,000,000) Dollars,
in the case of LIBOR Loans, and in either case if in excess thereof, in
integral multiples of One Hundred Thousand ($100,000) Dollars
(borrowings, conversions and repayments of different Types of Loans at
the same time hereunder to be deemed separate borrowings, conversions
and repayments for purposes of the foregoing, one for each Type).

SECTION 2.12. TIME AND METHOD OF PAYMENTS

All payments of principal, interest, Fees and other amounts
(including indemnities) payable by the Borrowers hereunder shall be
made in Dollars, in immediately available funds, to the Agent at the
Principal Office not later than 11:00 a.m., New York City time, on the
date on which such payment shall become due (and the Agent or any Bank
for whose account any such payment is to be made may, but shall not be
obligated to, debit the amount of any such payment that is not made by
such time to any ordinary deposit account of the Borrowers, or any of
them, with the Agent or such Bank, as the case may be). Additional
provisions relating to payments are set forth in Section 10.3 hereof.
Each payment received by the Agent hereunder for the account of a Bank
shall be paid promptly to such Bank, in like funds, for the account of
such Bank's Lending Office for the Loan in respect of which such
payment is made.

SECTION 2.13. LENDING OFFICES

The Loans of each Type made by each Bank shall be made and
maintained at such Bank's applicable Lending Office for Loans of such
Type.

SECTION 2.14. SEVERAL OBLIGATIONS

The failure of any Bank to make any Loan to be made by it on
the date specified therefor shall not relieve the other Banks of their
respective obligations to make their Loans on such date, but no Bank
shall be responsible for the failure of the other Banks to make Loans
to be made by such other Banks.

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SECTION 2.15. PRO RATA TREATMENT AMONG BANKS.

Except as otherwise provided herein: (a) each borrowing from
the Banks under Section 2.1 hereof will be made from the Banks and each
payment of each Fee (other than as set forth in subsection 2.8(a)
hereof and the Agency Fee and the Arrangement Fee) shall be made for
the account of the Banks PRO RATA according to the amount of their
respective Commitments; (b) each partial reduction of the Revolving
Credit Commitment shall be applied to the Commitments of the Banks PRO
RATA according to each Bank's respective Commitment; (c) each payment
and repayment of principal of or interest on Loans will be made to the
Agent for the account of the Banks PRO RATA in accordance with the
respective unpaid principal amounts of the Loans held by such Banks;
and (d) each conversion of Loans of a particular Type shall be made PRO
RATA among the Banks holding Loans of such type according to the
respective principal amounts of such Loans held by such Banks.

SECTION 2.16. NON-RECEIPT OF FUNDS BY THE AGENT.

Unless the Agent shall have been notified by a Bank or the
Borrowers (the 'PAYOR') prior to the date on which such Bank is to make
payment to the Agent of the proceeds of a Loan to be made by it
hereunder or the Borrowers are to make a payment to the Agent for the
account of one or more of the Banks, as the case may be (such payment
being herein called the 'REQUIRED PAYMENT'), which notice shall be
effective upon receipt, that the Payor does not intend to make the
Required Payment to the Agent, the Agent may assume that the Required
Payment has been made and may, in reliance upon such assumption (but
shall not be required to), make the amount thereof available to the
intended recipient on such date and, if the Payor has not in fact made
the Required Payment to the Agent, the recipient of such payment shall,
on demand, repay to the Agent the amount made available to it together
with interest thereon in respect of each day during the period
commencing on the date such amount was so made available by the Agent
until the date the Agent recovers such amount at a rate per annum equal
to (i) when the recipient is a Bank, the Federal Funds Rate for such
day, or (ii) when the recipient is a Borrower, the rate of interest
applicable to such Loan.

SECTION 2.17. SHARING OF PAYMENTS AND SET-OFF AMONG BANKS.

The Borrowers hereby agree that, in addition to (and without
limitation of) any right of setoff, banker's lien or counterclaim a
Bank may otherwise have, each Bank shall be entitled, at its option, to
offset balances held by it at any of its offices against any principal
of or interest on any of its Loans hereunder or any Fee payable to it,
that is not paid when due (regardless of whether such balances are then
due to the Borrowers), in which case it shall promptly notify the
Borrowers and the Agent thereof, PROVIDED THAT its failure to give such
notice shall not affect the validity thereof. If a Bank shall effect
payment of any principal of or interest or Fee on Loans held by it
under this Agreement through the exercise of any right of set-off,
banker's lien, counterclaim or similar right, it shall promptly
purchase from the other Banks participations in the Loans held by the
other Banks in such amounts, and make such other adjustments from time
to time as shall be equitable, to the end that all the Banks shall
share the benefit of such payment PRO RATA in accordance with the
unpaid amount of principal and interest or Fee on the Loans held

33

by each of them. To such end all the Banks shall make appropriate
adjustments among themselves (by the resale of participations sold or
otherwise) if such payment is rescinded or must otherwise be restored.
The Borrowers agree that any Bank so purchasing a participation in the
Loans held by the other Banks may, to the fullest extent permitted by
law, exercise all rights of payment (including the rights of set-off,
banker's lien, counterclaim or similar rights) with respect to such
participation as fully as if such Bank were a direct holder of Loans in
the amount of such participation. Nothing contained herein shall
require any Bank to exercise any such right or shall affect the right
of any Bank to exercise and retain the benefits of exercising, any such
right with respect to any other indebtedness or obligation of the
Borrowers.

SECTION 2.18. CONVERSION OF LOANS.

The Borrowers shall have the right to convert Loans of one
Type into Loans of another Type from time to time, PROVIDED THAT: (i)
the Borrowers shall give the Agent notice of each such conversion as
provided in Section 2.3 hereof; (ii) LIBOR Loans may be converted only
on the last day of an Interest Period for such Loans; (iii) no LIBOR
Loan shall be continued as or converted into another LIBOR Loan, or
Prime Rate Loan converted into a LIBOR Loan for a new Interest Period,
if the principal amount (determined as of the date of any proposed
conversion or continuation thereof) of the aggregate Loans and the L/C
Obligations outstanding after giving effect to such continuation or
conversion would exceed the Total Revolving Commitment then in effect;
and (iv) no Prime Rate Loan may be converted into a LIBOR Loan or LIBOR
Loan continued as or converted into another LIBOR Loan if on the
proposed date of conversion a Default or an Event of Default exists.
The Agent shall use its best efforts to notify the Borrowers of the
effectiveness of such conversion, and the new interest rate to which
the converted Loans are subject, as soon as practicable after the
conversion; PROVIDED, HOWEVER, that any failure to give such notice
shall not affect the Borrowers' obligations, or the Agent's or the
Banks' rights and remedies, hereunder in any way whatsoever.

SECTION 2.19. ADDITIONAL COSTS; CAPITAL REQUIREMENTS.

(a) In the event that any existing or future law or
regulation, guideline or interpretation thereof, by any court or
administrative or governmental authority (foreign or domestic) charged
with the administration thereof, or compliance by any Bank with any
request or directive (whether or not having the force of law) of any
such authority shall impose, modify or deem applicable or result in the
application of, any capital maintenance, capital ratio or similar
requirement against loan commitments or other obligations entered into
by any Bank hereunder, and the result of any event referred to above is
to impose upon any Bank or increase any capital requirement applicable
as a result of the making or maintenance of such Bank's Commitment or
the obligation of such Bank hereunder with respect to such Commitment
or otherwise (which imposition of capital requirements may be
determined by each Bank's reasonable allocation of the aggregate of
such capital increases or impositions), then, upon demand made by such
Bank as promptly as practicable after it obtains knowledge that such
law, regulation, guideline, interpretation, request or directive exists
and determines to make such demand, the Borrowers shall immediately pay
to such Bank from time to time as specified by such

34

Bank additional amounts which shall be sufficient to compensate such
Bank for such imposition of or increase in capital requirements
together with interest on each such amount from the date demanded until
payment in full thereof at the Post-Default Rate. A certificate setting
forth in reasonable detail the amount necessary to compensate such Bank
as a result of an imposition of or increase in capital requirements
submitted by such Bank to the Borrowers shall be conclusive, absent
manifest error, as to the amount thereof. All references to any "Bank"
shall be deemed to include any participant in such Bank's Commitment.

(b) In the event that any Regulatory Change shall: (i) change
the basis of taxation of any amounts payable to any Bank under this
Agreement or the Notes in respect of any Loans including, without
limitation, LIBOR Loans (other than taxes imposed on the overall net
income of such Bank for any such Loans by the United States of America
or the jurisdiction in which such Bank has its principal office); or
(ii) impose or modify any reserve, Federal Deposit Insurance
Corporation premium or assessment, special deposit or similar
requirements relating to any extensions of credit or other assets of,
or any deposits with or other liabilities of, such Bank (including any
of such Loans or any deposits referred to in the definition of "LIBOR
Base Rate" in Article 1 hereof); or (iii) impose any other conditions
affecting this Agreement in respect of Loans or L/C's, including,
without limitation, LIBOR Loans (or any of such extensions of credit,
assets, deposits or liabilities); and the result of any event referred
to in clause (i), (ii) or (iii) above shall be to increase such Bank's
costs of making or maintaining any Loans or L/C's including, without
limitation, LIBOR Loans, or its Commitment, or to reduce any amount
receivable by such Bank hereunder in respect of its Commitment (such
increases in costs and reductions in amounts receivable are hereinafter
referred to as 'ADDITIONAL COSTS') in each case, only to the extent,
with respect to LIBOR Loans, that such Additional Costs are not
included in the LIBOR Base Rate applicable to LIBOR Loans, then, upon
demand made by such Bank as promptly as practicable after it obtains
knowledge that such a Regulatory Change exists and determines to make
such demand (a copy of which demand shall be delivered to the Agent),
the Borrowers shall pay to such Bank from time to time as specified by
such Bank, additional amounts which shall be sufficient to compensate
such Bank for such increased cost or reduction in amounts receivable by
such Bank from the date of such change, together with interest on each
such amount from the date demanded until payment in full thereof at the
Post-Default Rate. All references to any "Bank" shall be deemed to
include any participant in such Bank's Commitment.

(c) Without limiting the effect of the foregoing provisions of
this Section 2.19, in the event that, by reason of any Regulatory
Change, any Bank either: (i) incurs Additional Costs based on or
measured by the excess above a specified level of the amount of a
category of deposits or other liabilities of such Bank which includes
deposits by reference to which the interest rate on LIBOR Loans is
determined as provided in this Agreement or a category of extensions of
credit or other assets of such Bank which includes LIBOR Loans, or (ii)
becomes subject to restrictions on the amount of such a category of
liabilities or assets that it may hold, then, if such Bank so elects by
notice to the Borrowers (with a copy to the Agent), the obligation of
such Bank to make, and to convert Loans of any other Type into, Loans
of such Type hereunder shall be suspended until the date such
Regulatory Change ceases to be in effect (and all Loans of such Type

35

then outstanding shall be converted into Prime Rate Loans or into LIBOR
Loans of another duration as the case may be, in accordance with
Sections 2.18 and 2.22).

(d) Determinations by any Bank for purposes of this Section
2.19 of the effect of any Regulatory Change on its costs of making or
maintaining Loans or L/C's or on amounts receivable by it in respect of
Loans, and of the additional amounts required to compensate such Bank
in respect of any Additional Costs, shall be set forth in writing in
reasonable detail and shall be conclusive, absent manifest error.

SECTION 2.20. LIMITATION ON TYPES OF LOANS.

Anything herein to the contrary notwithstanding, if, on or
prior to the determination of an interest rate for any LIBOR Loans for
any Interest Period therefor, the Required Banks determine (which
determination shall be conclusive):

(a) by reason of any event affecting the money markets in the
United States of America or the London interbank market, quotations of
interest rates for the relevant deposits are not being provided in the
relevant amounts or for the relevant maturities for purposes of
determining the rate of interest for such Loans under this Agreement;
or

(b) the rates of interest referred to in the definition of
"LIBOR Base Rate" in Article 1 hereof upon the basis of which the rate
of interest on any LIBOR Loans for such period is determined, do not
accurately reflect the cost to the Banks of making or maintaining such
Loans for such period;

then the Agent shall give the Borrowers and each Bank prompt notice
thereof (and shall thereafter give the Borrowers and each Bank prompt
notice of the cessation, if any, of such condition), and so long as
such condition remains in effect, the Banks shall be under no
obligation to make Loans of such Type or to convert Loans of any other
Type into Loans of such Type and the Borrowers shall, on the last
day(s) of the then current Interest Period(s) for the outstanding Loans
of the affected Type either repay such Loans in accordance with Section
2.6 hereof or convert such Loans into Loans of another Type.

SECTION 2.21. ILLEGALITY.

Notwithstanding any other provision in this Agreement, in the
event that it becomes unlawful for any Bank or its applicable Lending
Office to: (a) honor its obligation to make any Type of LIBOR Loans
hereunder, or (b) maintain any Type of LIBOR Loans hereunder, then such
Bank shall promptly notify the Borrowers thereof (with a copy to the
Agent), describing such illegality in reasonable detail (and shall
thereafter promptly notify the Borrowers and the Agent of the
cessation, if any, of such illegality), and such Bank's obligation to
make such Type of LIBOR Loans and to convert Prime Rate Loans into
LIBOR Loans hereunder shall, upon written notice given by such Bank to
the Borrowers, be suspended until such time as such Bank may again make
and maintain such type of LIBOR Loans and such Bank's outstanding LIBOR
Loans of such Type shall be converted into Prime Rate Loans, in
accordance with Sections 2.18 and 2.22 hereof.

36

SECTION 2.22. CERTAIN CONVERSIONS PURSUANT
TO SECTIONS 2.19 AND 2.21.

If the Loans of any Bank of a particular Type (Loans of such
Type are hereinafter referred to as 'AFFECTED LOANS' and such Type is
hereinafter referred to as the 'AFFECTED TYPE') are to be converted
pursuant to Section 2.19 or 2.21 hereof, such Bank's Affected Loans
shall be converted into Prime Rate Loans, or LIBOR Loans of another
Type, as the case may be (the 'NEW TYPE LOANS'), on the last day(s) of
the then current Interest Period(s) for the Affected Loans (or, in the
case of a conversion required by subsection 2.19(b) or Section 2.21
hereof, on such earlier date as such Bank may specify to the Borrowers
with a copy to the Agent) and, until such Bank gives notice as provided
below that the circumstances specified in Section 2.19 or 2.21 hereof
which gave rise to such conversion no longer exist:

(a) to the extent that such Bank's Affected Loans
have been so converted, all payments and repayments of
principal which would otherwise be applied to such Affected
Loans shall be applied instead to its New Type Loans;

(b) all Loans which would otherwise be made by such
Bank as Loans of the Affected Type shall be made instead as
New Type Loans and all Loans of such Bank which would
otherwise be converted into Loans of the Affected Type shall
be converted instead into (or shall remain as) New Type Loans.

SECTION 2.23. INDEMNIFICATION.

The Borrowers shall pay to the Agent for the account of each
Bank, upon the request of such Bank through the Agent, such amount or
amounts as shall compensate such Bank for any loss (including loss of
profit), cost or expense incurred by such Bank (as reasonably
determined by such Bank) as a result of:

(a) any payment or repayment or conversion of a LIBOR
Loan held by such Bank on a date other than the last day of an
Interest Period for such LIBOR Loan except pursuant to
Sections 2.19 or 2.21 hereof; or

(b) any failure by the Borrowers to borrow a LIBOR
Loan held by such Bank on the date for such borrowing
specified in the relevant Borrowing Notice under Section 2.3
hereof, or

(c) any failure by the Borrowers to continue a LIBOR
Loan after giving notice of continuation or to prepay a LIBOR
Loan on the date specified in a notice of prepayment,

such compensation to include, without limitation, an amount equal to:
(i) any loss or expense suffered by such Bank during the period from
the date of receipt of such early payment or repayment or the date of
such conversion to the last day of such Interest Period if the rate of
interest obtainable by such Bank upon the redeployment of an amount of
funds equal to such Bank's PRO RATA share of such payment, repayment or
conversion or failure to borrow or convert or continue or prepay is
less than the rate of interest applicable to such LIBOR Loan for such
Interest Period, or (ii) any loss or

37

expense suffered by such Bank in liquidating LIBOR deposits prior to
maturity which correspond to such Bank's PRO RATA share of such
payment, repayment, conversion, failure to borrow or failure to convert
or failure to continue or failure to prepay. The determination by each
such Bank of the amount of any such loss or expense, when set forth in
a written notice to the Borrowers, containing such Bank's calculation
thereof in reasonable detail, shall be presumed correct, in the absence
of manifest error."

2.3. Article 6 of the Loan Agreement is hereby amended by
deleting Section 6.9 (Financial Covenants) thereof in its entirety and
substituting the following therefor:

"Section 6.9 FINANCIAL COVENANTS.

(a) Have or maintain, with respect to Omega, on a consolidated
basis, as at the last day of each fiscal quarter of Omega, a ratio of
Indebtedness to Tangible Net Worth of not more than 1.50:1.00.

(b) Have or maintain, with respect to Omega, on a consolidated
basis, as at the last day of each fiscal quarter of Omega after the
Amendment No. 4 Effective Date, Tangible Net Worth (after the Second
Additional Equity Contribution) of not less than $400,000,000 as at
December 31, 2001, $425,000,000 as at March 31, 2002 and June 30, 2002,
and $430,000,000 as at September 30, 2002 and each fiscal quarter
thereafter, plus, in each case, 50% of (i) the Net Issuance Proceeds
received by Omega (or any of its Subsidiaries) in connection with the
issuance of any equity interest in Omega (or any of its Subsidiaries)
other than any such equity interests issued in connection with the
Second Additional Equity Contribution and any dividend reinvestment
program(s), and (ii) the value (determined in accordance with GAAP) of
any capital stock by Omega issued upon the conversion of convertible
Indebtedness.

With respect to the foregoing subsection 6.9(b), for purposes of
computing Tangible Net Worth, from and after the Catch-Up Date, the
amount of Accrued Catch-Up Dividends shall be added to Tangible Net
Worth to the extent that such amount(s) have been externally financed
(provided the calculation of Accrued Catch-Up Dividends shall be set
forth in writing delivered to and in form and substance satisfactory to
the Agent, which shall include a description of the source of payment
therefor).

(c) Have or maintain, with respect to Omega, on a consolidated
basis, as at the last day of each fiscal quarter of Omega, Interest
Coverage of not less than the respective ratio set forth opposite each
such date:

38

(d) Intentionally Omitted.

(e) Have or maintain as at the last day of each fiscal quarter
of Omega, Omega's Fixed Coverage Ratio of not less than 1.00:1.00.

With respect to the foregoing subsection 6.9(e), for purposes of
computing Omega's Fixed Coverage Ratio, from and after the Catch-Up
Date, there shall be subtracted from the computation of "Cash
dividends", the amount of the Accrued Catch-Up Dividends to the extent
that such amount(s) have been externally financed (provided the
calculation of Accrued Catch-Up Dividends shall be set forth in writing
delivered to and in form and substance satisfactory to the Agent, which
shall include a description of the source of payment therefor).

(f) Have or maintain as at the last day of each fiscal quarter
of Omega, commencing with the fiscal quarter ending March 31, 2002, a
Leverage Ratio of not greater than the respective ratio set forth
opposite each such date:

(g) Have or maintain Collateral Coverage with respect to the
Facilities comprising the Collateral of at least 1.40:1.00 at all
times."

2.4. Article 7 of the Loan Agreement is hereby amended by
deleting Section 7.5 (Redemptions; Distributions) thereof in its entirety and
substituting the following therefor:

"Section 7.5 REDEMPTIONS; DISTRIBUTIONS.

(a) Purchase, redeem, retire or otherwise acquire, directly or
indirectly, or make any sinking fund payments with respect to, any
shares of any class of stock of Omega or any Subsidiary now or
hereafter outstanding or set apart any sum for any such purpose; unless
(i) the ^ JUNE 2002 NOTES have been paid in full or the Required Banks
are satisfied that sources of funds are and will remain available to
repay the ^ JUNE 2002 NOTES in full, and (ii) after giving effect
thereto (A) no Event of Default shall exist, (B) there shall be not
less than $15,000,000 available under the Revolving Credit Commitment;
and (C) the aggregate amount of all such purchases, redemptions and
payments shall be less than $15,000,000; or

(b) Declare or pay any dividends or make any distribution of
any kind on Omega's outstanding stock, or set aside any sum for any
such purpose, except that:

(i) Omega may declare and make dividend payments or
other distributions payable solely (A) in its common stock; and (B) in
kind to Explorer

39

Holdings, L.P. in respect of the Series C Convertible Preferred Stock
of Omega as contemplated under the Investment Agreement;

(ii) If no Default or Event of Default exists or will
occur after giving effect thereto, Omega may declare and pay cash
dividends in any fiscal quarter in an amount, which when added to the
cash dividends paid with respect to the three (3) immediately preceding
fiscal quarters, does not exceed ninety-five (95%) percent of Adjusted
EBITDA (which shall be calculated without adding back interest expense
for the purpose hereof) for those four (4) fiscal quarters calculated
on a rolling four-quarter basis (provided that in computing the amount
of all such cash dividends permitted to be paid hereunder, there shall
be excluded therefrom the portion of any Accrued Catch-Up Dividend
(otherwise included therein) the payment of which has been externally
financed, and, provided further, that the calculation thereof shall be
set forth in writing delivered to and in form and substance
satisfactory to the Agent, and shall include a description of the
source of payment therefor);

(iii) If a Default or Event of Default exists or
would occur after giving effect thereto, Omega may declare and pay
dividends in any fiscal quarter in the minimum amount necessary to
maintain its REIT status; and

(iv) Omega may pay the Accrued Catch-Up Dividends
provided the Borrowers shall deliver to the Agent in reasonable written
detail a calculation of the amount thereof which shall include a
description of the source of payment therefor."

3. REPRESENTATIONS AND WARRANTIES. In order to induce the Banks and the
Agent to enter into this Fourth Amendment, each of the Loan Parties hereby
represents and warrants to the Banks and the Agent, as to itself with respect to
the Loan Documents to which it is a party, that:

3.1 NO DEFAULT. After giving effect to this Fourth Amendment,
no Default or Event of Default shall have occurred or be continuing.

3.2 EXISTING REPRESENTATIONS AND WARRANTIES. As of the date
hereof and after giving effect to this Fourth Amendment, each and every one of
the representations and warranties set forth in the Loan Documents are true,
accurate and complete in all respects and with the same effect as though made on
the date hereof, and each is hereby incorporated herein in full by reference as
if restated herein in its entirety, except as set forth on Schedule 3.2 hereto
and for changes in the ordinary course of business which are not prohibited by
the Loan Agreement (as amended hereby) and which do not, either singly or in the
aggregate, have a Material Adverse Effect.

3.3 AUTHORITY; ENFORCEABILITY. (i) The execution, delivery and
performance by each Loan Party of this Fourth Amendment and the Notes (as
defined in the Loan Agreement as amended hereby, the "NOTES") are within its
organizational powers and have been duly authorized by all necessary action
(corporate or otherwise) on the part of each Loan Party, (ii) each of this
Fourth Amendment and the Notes is the legal, valid and binding obligation of
each Loan Party party thereto, enforceable against each Loan Party in accordance
with its terms, and (iii) this Fourth Amendment and the Notes and the execution,
delivery and performance by each

40

Loan Party thereof does not: (A) contravene the terms of any Loan Party's
organization documents, (B) conflict with or result in any breach or
contravention of, or the creation of any Lien under, any document evidencing any
contractual obligation to which any Loan Party is a party or any order,
injunction, writ or decree to which any Loan Party or its property is subject,
or (C) violate any requirement of law.

4. CONDITIONS PRECEDENT TO EFFECTIVENESS.

This Fourth Amendment shall become effective on the date (the
"EFFECTIVE DATE") that the following conditions precedent shall have been
fulfilled (to the satisfaction of the Agent, which in no event shall be later
than February 28, 2002):

4.1 FOURTH AMENDMENT. The Agent shall have received this Fourth
Amendment, duly executed by a duly authorized officer or officers of each
Borrower, the Agent and each Bank.

4.2 NOTES. Each Borrower shall have executed and delivered to
each Bank its Note.

4.3 FEES. The Borrower shall have paid to the Agent
simultaneously with the execution and delivery of this Fourth Amendment (i) for
the account of the Banks, the Amendment Fee, and (ii) for its own account, the
Arrangement Fee.

4.4 SECOND ADDITIONAL EQUITY CONTRIBUTION. The Agent shall have
received documentation in form and substance satisfactory to it that the Second
Additional Equity Contribution has been consummated.

4.5 AMENDMENT TO PROVIDENT LOAN AGREEMENT. The Agent shall
have received a true and complete copy of a waiver and amendment to the
Provident Loan Agreement, pursuant to which the Provident Loan Agreement shall
be no more restrictive on the Borrower than the Loan Agreement as amended
hereby, and which waiver and amendment shall be in form and substance
satisfactory to the Agent.

4.6 OPINION. Counsel to the Borrowers shall have delivered its
opinion to, and in form and substance satisfactory to, the Agent.

4.7 CERTIFICATES. The Agent shall have received a certificate
of the Secretary or Assistant Secretary of each Borrower (i) attaching a true
and complete copy of the resolutions of its Board of Directors and of all
documents evidencing all necessary corporate action (in form and substance
reasonably satisfactory to the Administrative Agent) taken by it to authorize
this Fourth Amendment, (ii) certifying that its certificate of incorporation and
by-laws have not been amended since June 15, 2000, or, if so, setting forth the
same, and (iii) setting forth the incumbency of its officer or officers who may
sign this Amendment, including therein a signature specimen of such officer or
officers.

4.8 ADDITIONAL DOCUMENTS. The Agent shall have received such
other documents as it shall reasonably request.

41

5. ADDITIONAL CONDITIONS PRECEDENT TO LOANS
AND L/CS UNDER THE LOAN AGREEMENT AS AMENDED.

The obligation of (i) each Bank to make a Credit Loan to be made by it
under the Loan Agreement as amended hereby and (ii) the L/C Issuer to issue an
L/C under the Loan Agreement as amended hereby, shall in each case be subject to
the fulfillment (to the satisfaction of the Agent and the L/C Issuer, as
applicable) of (x) the conditions set forth in Section 4.1 and 4.2 to the Loan
Agreement, and (y) the following additional condition precedent:

5.1 UPDATED APPRAISAL. The Agent shall have conducted, at the
Borrowers' expense, an updated Appraisal of all Eligible Healthcare Assets
comprising the Initial Collateral and the Additional Collateral and the results
thereof shall be satisfactory to the Agent and the Banks.

6. REFERENCE TO AND EFFECT UPON THE LOAN AGREEMENT.

6.1 EFFECT. Except as specifically set forth herein, the Loan
Agreement and the other Loan Documents shall remain in full force and effect in
accordance with their terms and are hereby ratified and confirmed.

6.2 NO WAIVER; REFERENCES. The execution, delivery and
effectiveness of this Fourth Amendment shall not operate as a waiver of any
right, power or remedy of the Agent or any Bank under the Loan Agreement, nor
constitute a waiver of any provision of the Loan Agreement, except as
specifically set forth herein. Upon the effectiveness of this Fourth Amendment,
each reference in:

(i) the Loan Agreement to "this Agreement", "hereunder",
"hereof", "herein" or words of similar import shall mean and be a reference to
the Loan Agreement as amended hereby;

(ii) the other Loan Documents to the "Loan Agreement"
shall mean and be a reference to the Loan Agreement as amended hereby; and

(iii) the Loan Documents to (ii) the Tranche A Notes
and/or the Tranche B Notes shall mean and be a reference to the Notes, (ii) the
terms "Tranche A Revolving Credit Commitment" and/or "Tranche B Revolving Credit
Commitment" shall mean and be a reference to the Revolving Credit Commitment as
defined in the Loan Agreement as amended hereby, and (iii) the "Loan Documents"
shall be deemed to include this Fourth Amendment.

7. MISCELLANEOUS.

7.1 EXPENSES. The Loan Parties agree to pay the Agent upon
demand for all reasonable expenses, including reasonable attorneys' fees and
expenses of the Agent, incurred by the Agent in connection with the preparation,
negotiation and execution of this Fourth Amendment.

7.2. LAW. THIS FOURTH AMENDMENT SHALL BE CONSTRUED IN
ACCORDANCE WITH AND GOVERNED BY THE INTERNAL LAWS OF THE STATE OF NEW YORK.

42

7.3 SUCCESSORS. This Fourth Amendment shall be binding upon the
Loan Parties, the Banks and the Agent and their respective successors and
assigns, and shall inure to the benefit of the Loan Parties, the Banks and the
Agent and the successors and assigns of the Banks and the Agent.

7.4 EXECUTION IN COUNTERPARTS. This Fourth Amendment may be
executed in any number of counterparts and by different parties hereto in
separate counterparts, each of which when so executed and delivered shall be
deemed to be an original and all of which taken together shall constitute one
and the same instrument.

[Signature Page to Follow]

43

IN WITNESS WHEREOF, the parties hereto have caused this Fourth
Amendment to be executed and delivered by their respective officers thereunto
duly authorized as of the date first written above.

OMEGA HEALTHCARE
INVESTORS, INC.
DELTA INVESTORS I, LLC
DELTA INVESTORS II, LLC
JEFFERSON CLARK, INC.
NRS VENTURES, L.L.C.
OHI (CLEMMONS), INC.
OHI (FLORIDA), INC.
OHI (GREENSBORO), INC.
OHI (ILLINOIS), INC.
OHI (IOWA), INC.
OHI (KANSAS), INC.
OHI OF TEXAS, INC.
OMEGA (KANSAS), INC.
OS LEASING COMPANY
STERLING ACQUISITION CORP.
STERLING ACQUISITION CORP. II

BY______________________________________

__________________, as an executive officer of all of the
aforementioned entities, has executed this Fourth Amendment to Loan Agreement
and intending that all entities above named are bound and are to be bound by the
one signature as if [s]he had executed this Fourth Amendment to Loan Agreement
separately for each of the above named entities.

Signature Page to Fourth Amendment to Loan Agreement among
Omega Healthcare Investors, Inc., and certain of its Subsidiaries,
the Banks party thereto, and Fleet National Bank, as Agent

44

REVOLVING CREDIT COMMITMENT: FLEET NATIONAL BANK, AS AGENT
AND AS A BANK
$26,000,000

By:_________________________________

Name:____________________________
Title:___________________________

Signature Page to Fourth Amendment to Loan Agreement among
Omega Healthcare Investors, Inc., and certain of its Subsidiaries,
the Banks party thereto, and Fleet National Bank, as Agent

REVOLVING CREDIT COMMITMENT: DRESDNER BANK AG, NEW YORK BRANCH
AND GRAND CAYMAN BRANCH

$18,000,000

By:___________________________________
Name:___________________________
Title:__________________________

By:___________________________________
Name:___________________________
Title:__________________________

Signature Page to Fourth Amendment to Loan Agreement among
Omega Healthcare Investors, Inc., and certain of its Subsidiaries,
the Banks party thereto, and Fleet National Bank, as Agent

REVOLVING CREDIT COMMITMENT: HARRIS TRUST AND SAVINGS BANK

$18,000,000

By:________________________________
Name:___________________________
Title:__________________________

Signature Page to Fourth Amendment to Loan Agreement among
Omega Healthcare Investors, Inc., and certain of its Subsidiaries,
the Banks party thereto, and Fleet National Bank, as Agent

REVOLVING CREDIT COMMITMENT: BANK ONE, MICHIGAN

$34,000,000

By:_________________________________
Name:___________________________
Title:__________________________

Signature Page to Fourth Amendment to Loan Agreement among
Omega Healthcare Investors, Inc., and certain of its Subsidiaries,
the Banks party thereto, and Fleet National Bank, as Agent

REVOLVING CREDIT COMMITMENT: FOOTHILL INCOME TRUST, L.P.
BY FIT-GP, LLC
$16,000,000

By:________________________________
Name:___________________________
Title: Managing Member

Signature Page to Fourth Amendment to Loan Agreement among
Omega Healthcare Investors, Inc., and certain of its Subsidiaries,
the Banks party thereto, and Fleet National Bank, as Agent

REVOLVING CREDIT COMMITMENT: LASALLE BANK NATIONAL ASSOCIATION

$24,000,000

By:________________________________
Name:___________________________
Title:__________________________

Signature Page to Fourth Amendment to Loan Agreement among
Omega Healthcare Investors, Inc., and certain of its Subsidiaries,
the Banks party thereto, and Fleet National Bank, as Agent

REVOLVING CREDIT COMMITMENT: PB CAPITAL CORPORATION (SUCCESSOR IN
INTEREST TO BHF (USA) CAPITAL CORPORATION)
$14,400,000

By:_____________________________________
Name:________________________________
Title:_______________________________

By:_____________________________________
Name:________________________________
Title:_______________________________

Signature Page to Fourth Amendment to Loan Agreement among
Omega Healthcare Investors, Inc., and certain of its Subsidiaries,
the Banks party thereto, and Fleet National Bank, as Agent

REVOLVING CREDIT COMMITMENT: KBC N.V.

$9,600,000

By:_____________________________________
Name:________________________________
Title:_______________________________

By:_____________________________________
Name:________________________________
Title:_______________________________

Signature Page to Fourth Amendment to Loan Agreement among
Omega Healthcare Investors, Inc., and certain of its Subsidiaries,
the Banks party thereto, and Fleet National Bank, as Agent

EXHIBIT A
TO AMENDMENT NO. 4 TO LOAN AGREEMENT
BY AND AMONG
OMEGA HEALTHCARE INVESTORS, INC.
AND CERTAIN OF ITS SUBSIDIARIES,
THE BANKS SIGNATORY HERETO
AND
FLEET NATIONAL BANK, AS AGENT

FORM OF NOTE

$____________ DATED: _______, 2002

FOR VALUE RECEIVED, each of the undersigned corporations (collectively,
the "BORROWERS"), hereby jointly and severally promises to pay to the order of
______________________ (the "BANK") on the Revolving Credit Commitment
Termination Date (as defined in the Agreement referred to below), the principal
sum of _____________________ Dollars ($___________), or such lesser amount as
shall be equal to the aggregate unpaid principal amount of the Credit Loans (as
defined in the Agreement) outstanding on the close of business on the Revolving
Credit Commitment Termination Date made by the Bank to the Borrowers; together,
in each case, with interest on any and all principal amounts remaining unpaid
hereunder from time to time outstanding. Interest upon the unpaid principal
amount hereof shall accrue at the rates, shall be calculated in the manner and
shall be payable on the dates set forth in the Agreement. After maturity,
whether by acceleration or otherwise, accrued interest shall be payable upon
demand. Both principal and interest shall be payable in the applicable currency
determined in accordance with the Agreement to Fleet National Bank, as Agent
(the "AGENT") on behalf of the Bank, at its office determined in accordance with
the Agreement in immediately available funds. The Credit Loans made by the Bank
to the Borrowers pursuant to the Agreement and all payments on account of
principal hereof may be recorded by the Bank on Schedule A attached hereto which
is part of this Note or otherwise in accordance with its usual practices and
such notations shall be conclusively presumed to be accurate absent manifest
error; PROVIDED, HOWEVER, that the failure to so record shall not affect the
Borrowers' obligations under this Note.

Anything herein to the contrary notwithstanding, the obligation of the
Borrowers to make payments of interest shall be subject to the limitation that
payments of interest shall not be required to be made to the Bank to the extent
that the Bank's receipt thereof would not be permissible under the law or laws
applicable to the Bank limiting rates of interest which may be charged or
collected by the Bank. Any such payments of interest which are not made as a
result of the limitation referred to in the preceding sentence shall be made by
the Borrowers to the Bank on the earliest interest payment date or dates on
which the receipt thereof would be permissible under the laws applicable to the
Bank limiting rates of interest which may be charged or collected by the Bank.

This Note is a Note referred to in, and is entitled to the benefits of,
the Loan Agreement dated June 15, 2000 by and among the Borrowers, the Banks
signatory thereto (including the Bank) and the Agent (as amended by (i)
Amendment No. 1 to Loan Agreement dated August 15, 2000, (ii) Amendment No. 2 to
Loan Agreement dated November 20, 2000, (iii) Amendment No.

3 to Loan Agreement dated January 30, 2001, and (iv) Amendment No. 4 to Loan
Agreement dated December 21, 2001, and, as it may hereafter be further amended,
modified or supplemented from time to time, the "AGREEMENT") and the other Loan
Documents.

Capitalized terms used but not otherwise defined herein shall have the
respective meanings ascribed thereto in the Agreement. The Agreement, among
other things, contains provisions for acceleration of the maturity hereof upon
the happening of certain stated events and also for repayments on account of
principal hereof prior to the maturity hereof upon the terms and conditions
therein specified.

The Borrowers shall pay costs and expenses of collection, including,
without limitation, attorneys' fees and disbursements in the event that any
action, suit or proceeding is brought by the holder hereof to collect this Note.

The Borrowers hereby waive presentment, demand, protest or notice of
any kind in connection with this Note.

THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE
INTERNAL LAWS, WITHOUT REGARD TO CONFLICT OF LAWS PROVISIONS, OF THE STATE OF
NEW YORK BUT GIVING EFFECT TO FEDERAL LAWS APPLICABLE TO NATIONAL BANKS.

OMEGA HEALTHCARE INVESTORS, INC.
DELTA INVESTORS I, LLC
DELTA INVESTORS II, LLC
JEFFERSON CLARK, INC.
NRS VENTURES, L.L.C.
OHI (CLEMMONS), INC.
OHI (FLORIDA), INC.
OHI (GREENSBORO), INC.
OHI (ILLINOIS), INC.
OHI (IOWA), INC.
OHI (KANSAS), INC.
OHI OF TEXAS, INC.
OMEGA (KANSAS), INC.
OS LEASING COMPANY
STERLING ACQUISITION CORP.
STERLING ACQUISITION CORP. II

BY_______________________________

______________________, as an executive officer of all of the
aforementioned entities, has executed this Note intending that all entities
above named are bound and are to be bound by the one signature as if he had
executed this Note separately for each of the above named entities.

2

Schedule A

- --------------------------------------------------------------------------------
PRINCIPAL PAYMENTS
- --------------------------------------------------------------------------------

Note dated _______, 2002 payable to the order of
[BANK]

SCHEDULE 3.2
TO AMENDMENT NO. 4 TO LOAN AGREEMENT
BY AND AMONG
OMEGA HEALTHCARE INVESTORS, INC.
AND CERTAIN OF ITS SUBSIDIARIES,
THE BANKS SIGNATORY HERETO
AND
FLEET NATIONAL BANK, AS AGENT

CHANGES TO REPRESENTATIONS AND WARRANTIES

All matters disclosed in Omega Healthcare Investors, Inc. public
filings under the Securities and Exchange Act of 1934, 15 U.S.C. 78(a), et seq.