S-11/A: Registration statement for securities to be issued by real estate companies

EXHIBIT 10.44


Explorer Holdings, L.P.
4200 Texas Commerce Tower West
2200 Ross Avenue
Dallas, Texas 75201


January 15, 2002


Omega Healthcare Investors, Inc.
900 Victors Way, Suite 350
Ann Arbor, Michigan 48108

Ladies and Gentlemen:

Reference is made to the Investment Agreement, dated as of October 29,
2001 (the "INVESTMENT AGREEMENT"), between Omega Healthcare Investors, Inc.
("OMEGA") and Explorer Holdings, L.P. ("EXPLORER"). We hereby agree that:

1. The terms and conditions of the modifications to Omega's
borrowing arrangements with its senior secured lenders set
forth in (a) Amendment No. 4 to Loan agreement dated December
21, 2001, by and among Omega and certain of its subsidiaries,
the banks executing the signature pages thereto (the "BANKS"),
and Fleet National Bank, as Agent for the Banks and (b)
Amendment No. 3 to Loan Agreement dated December 21, 2001, by
and among Omega and certain of its subsidiaries, the lenders
executing the signature pages thereto (the "LENDERS"), and The
Provident Bank, as Agent for the Lenders (together, the "BANK
Agreements") are in a form that is satisfactory to Explorer.

2. The effectiveness of the Bank Agreements in accordance with
their present terms would satisfy the condition set forth in
Section 5.2(c) of the Investment Agreement.

3. The first sentence of Section 4.5(a) of the Investment
Agreement is amended by deleting the language "but in no event
later than 90 calendar days after the date hereof" and
replacing it with "but in no event later than February 28,
2002".



Omega Healthcare Investors, Inc.
January 15, 2002
Page 2


4. Section 7.2 of the Investment Agreement is amended and
restated to read as follows:

"7.2. TERMINATION BY PURCHASER. This Agreement may be
terminated by Purchaser if the Closing shall not have occurred
on or before February 28, 2002 (the "OUTSIDE DATE"); PROVIDED,
HOWEVER, that Purchaser may not terminate this Agreement
pursuant to this Section 7.2 if Purchaser's failure to fulfill
any of its obligations under this Agreement shall have been
the reason that the Closing shall not have occurred on or
before the Outside Date."

5. Section 8.1 of the Investment Agreement is amended by deleting
Omega's prior address of:

900 Victors Way, Suite 350
Ann Arbor, Michigan 48108
Attn: Chief Financial Officer
Fax No.: (734) 887-0322

and replacing it with Omega's current address as follows:

9690 Deereco Road, Suite 100
Timonium, Maryland 21093
Attn: Chief Financial Officer
Fax No.: (734) 887-0388

6. Section 4(a) of EXHIBIT A to the Investment Agreement is
amended by deleting "January 31, 2002" and replacing it with
"February 28, 2002".

7. Section 2.1(g) of EXHIBIT B to the Investment Agreement is
amended and restated to read as follows:

"(g) From and after the date the
stockholders of the Company vote to approve the
amendment of the Company's Articles of Restatement
and bylaws to permit an increase in the size of the
Board to eleven (the "STOCKHOLDER APPROVAL DATE"),
the Company will take all actions as may be necessary
to appoint C. Taylor Pickett to the Board. Prior to
the Stockholder Approval Date, the Company covenants
that the total number of seats on the Board
(including any

Omega Healthcare Investors, Inc.
January 15, 2002
Page 3


vacant seats) will in no event exceed nine unless
otherwise agreed to in writing by Stockholder or as
provided pursuant to the terms of the Series A, B, C
or D Preferred Stock in effect on the date hereof, or
in the case of the Series C Preferred Stock, pursuant
to the Amended Series C Articles Supplementary
contemplated by the Investment Agreement. After the
Stockholder Approval Date, the Company covenants that
the total number of seats on the Board (including any
vacant seats) will in no event exceed ten unless
otherwise agreed to in writing by Stockholder or as
provided pursuant to the terms of the Series A, B, C
or D Preferred Stock in effect on the date hereof, or
in the case of the Series C Preferred Stock, pursuant
to the Amended Series C Articles Supplementary
contemplated by the Investment Agreement."

8. Section 11(d)(x) of EXHIBIT C to the Investment Agreement is
amended and restated to read as follows:


"if to the Company, at 9690 Deereco Road, Suite 100 Timonium,
Maryland 21093, Attn: Chief Financial Officer; Fax No.: (734)
887-0388, or at such other address, notice of which is given
to the holders of Registrable Securities in accordance with
the provisions of this Section 11(d);".

9. The first paragraph under the heading "Subscription Period" in
EXHIBIT G to the Investment Agreement is amended and restated
to read as follows:

"The rights will be exercisable for a period of at least 16
calendar days following the Record Date (the end of such
period, the "EXPIRATION DATE"). The Expiration Date may be
extended by the Company in its sole discretion until February
15, 2002".

10. The third paragraph of the heading "Closing Condition" in
EXHIBIT G to the Investment Agreement is amended and restated
to read as follows:

"If the Closing Condition is not satisfied by February 28,
2002, the Company will terminate the rights offering."



Omega Healthcare Investors, Inc.
January 15, 2002
Page 4


Except as specifically amended hereby, the terms and provisions of the
Investment Agreement are hereby ratified and confirmed in all respects and shall
remain in full force and effect as of the date it was first executed.

Very truly yours,

EXPLORER HOLDINGS, L.P.

By: Explorer Holdings GenPar, LLC,
its General Partner


By: _______________________
Kymberlyn J. Irvin
Vice President


Accepted and agreed as of
the date first written above:

OMEGA HEALTHCARE INVESTORS, INC.



By:__________________________
C. Taylor Pickett
Chief Executive Officer