S-8: Initial registration statement for securities to be offered to employees pursuant to employee benefit plans

Exhibit 4.5

AMENDMENT TO THE

AVIV REIT, INC.

2013 LONG-TERM INCENTIVE PLAN

WHEREAS, Aviv REIT, Inc. (“Aviv REIT”) maintains the Aviv REIT, Inc. 2013 Long-Term Incentive Plan (“Plan”);

WHEREAS, Aviv REIT, Aviv Healthcare Properties Limited Partnership, Omega Healthcare Investors, Inc. (“Omega”), OHI Healthcare Properties Holdco, Inc. (“Merger Sub”), and OHI Healthcare Property Limited Partnership, L.P. entered into that certain Agreement and Plan of Merger, dated October 30, 2014 (“Merger Agreement”), providing for, among other things, the merger of Aviv REIT into Merger Sub (“Merger”);

WHEREAS, under the terms of the Merger Agreement, Omega agreed to (1) assume the Plan from Aviv REIT and (2) convert the shares of Aviv REIT common stock underlying the outstanding awards granted under the Plan to shares of Omega common stock, contingent upon the closing of the Merger (“Closing”) and effective as of the “Merger Effective Time” (as defined in the Merger Agreement); and

WHEREAS, contingent upon the Closing and effective as of the Merger Effective Time, Omega desires to amend the Plan to reflect (i) the assumption of the Plan by Omega from Aviv REIT; (ii) the conversion of the shares of Aviv REIT common stock underlying the outstanding awards granted under the Plan to shares of Omega common stock; and (iii) the termination of the Plan, provided that outstanding time-based restricted stock units under the Plan as of the Closing Date shall not be affected by the Plan’s termination and shall remain in effect until cancelled, forfeited, terminated or settled in accordance with the terms of the Plan and the applicable restricted stock unit agreements as modified by resolutions of Omega’s Board of Directors implementing Section 2.4 of the Merger Agreement.

NOW, THEREFORE, contingent upon the Closing and effective as of the Merger Effective Time, the Plan is hereby amended as follows:

1.             Section 1.1 of the Plan is hereby deleted in its entirety and replaced with the following:

“The Aviv REIT, Inc. 2013 Long-Term Incentive Plan (this ‘Plan’) was previously maintained by Aviv REIT, Inc. (‘Aviv’) with the purpose of the Plan being (i) to align the interests of Aviv REIT’s stockholders and the recipients of awards under the Plan by increasing the proprietary interest of such recipients in the Aviv REIT’s growth and success, (ii) to advance the interests of Aviv REIT by attracting and retaining Directors and employees and consultants of AAM and its Affiliates and (iii) to motivate such persons to act in the long-term best interests of Aviv REIT and its stockholders.

Effective October 30, 2014, Omega Healthcare Investors, Inc. (‘Omega’), Aviv REIT, Aviv Healthcare Properties Limited Partnership, OHI Healthcare

Properties Holdco, Inc. (‘OHI Holdco’), and OHI Healthcare Property Limited Partnership, L.P. entered into that certain Agreement and Plan of Merger, dated October 30, 2014 (‘Merger Agreement’), providing for, among other things, the merger of Aviv REIT into OHI Holdco (‘Merger’). In accordance with the terms of the Merger Agreement and effective as of the date of the closing of the Merger (‘Closing Date’), Aviv REIT assigned the Plan to Omega and, pursuant to resolutions adopted by Omega’s Board of Directors Omega (i) assumed the Plan, (ii) assumed those Restricted Stock Unit awards that remain in effect after the Closing Date, (iii) settled all awards under the Plan that remain in effect as of the Closing Date except for the Restricted Stock Units assumed by Omega that remain in effect following the Closing Date, and (iv) for outstanding awards under the Plan, substituted Omega common stock for common stock of Aviv REIT using an exchange ratio of nine-tenths (0.90) of a share of common stock of Omega for one (1) share of common stock of Aviv REIT. Pursuant to resolutions adopted by Omega’s Board of Directors, simultaneously with Omega’s assumption of the Plan, Omega terminated the Plan, provided that the Restricted Stock Units assumed by Omega that remain in effect following the Closing Date will not, without the Restricted Stock Unit holder’s consent, be affected by the Plan’s termination and will remain in effect until cancelled, forfeited, terminated or settled in accordance with the terms of the Plan and the applicable Restricted Stock Unit award agreements as modified by resolutions of Omega’s Board of Directors implementing Section 2.4 of the Merger Agreement. The Board resolutions described in the prior two sentences shall be deemed to have amended the Plan and all provisions of the Plan shall be interpreted consistently with these resolutions.”

2.             Section 1.2 of the Plan is hereby revised by deleting the definition of “Company” in its entirety and replacing it with the following:

“‘Company’ shall mean Omega Healthcare Investors, Inc., a Maryland corporation, or any successor thereto.”

3.             Section 1.2 of the Plan is hereby revised by deleting the definition of “Committee” in its entirety and replacing it with the following:

“‘Committee’ shall mean the Compensation Committee of the Board of Directors of Omega.”

4.             Section 1.2 of the Plan is hereby revised by deleting the definition of “Common Stock” in its entirety and replacing it with the following:

“‘Common Stock’ shall mean the common stock, $0.10 par value, of the Company, and all rights appurtenant thereto.”

5.             Section 5.1 of the Plan is hereby amended to add the following at the end thereof:

“The Plan is hereby terminated as of the Closing Date. No awards shall be granted under the Plan as of or after the Closing Date.”

6.             Section 5.7 of the Plan is hereby amended to add the following at the end thereof:

“The number of shares of Common Stock available for issuance under the Plan and the number of shares of Common Stock underlying each outstanding award under the Plan is hereby adjusted by multiplying such number of shares in effect immediately before the Merger Effective Time by 0.90 (the ‘Exchange Ratio’), rounded down to the closest whole share.”

Except as specifically amended hereby, the Plan shall remain in full force and effect prior to this Amendment.

IN WITNESS WHEREOF, the Company has caused this Amendment to be executed as of the 1st day of April, 2015.