April 2, 2001 - 1ST AMENDMENT TO PROVIDENT LOAN AGREEMENT - 10-K: Annual report pursuant to Section 13 and 15(d)

LOAN AGREEMENT

BY AND AMONG

OMEGA HEALTHCARE INVESTORS, INC.
AND CERTAIN OF ITS SUBSIDIARIES,

THE BANKS SIGNATORY HERETO

AND

FLEET BANK, N.A.,
AS AGENT FOR SUCH BANKS

JUNE 15, 2000

TABLE OF CONTENTS

LOAN AGREEMENT

AGREEMENT, made this 15th day of June, 2000, by and among:

Each of the corporations listed on Exhibit 1 annexed hereto
(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 BANK, N.A., a national banking association, as agent for the
Banks (in such capacity, together with its successors in such capacity, the
"Agent");

W I T N E S S E T H:

WHEREAS, the Borrowers wish to obtain loans from the Banks in the
aggregate principal sum of up to One Hundred Seventy Five Million ($175,000,000)
Dollars, and the Banks are willing to make such loans to the Borrowers in an
aggregate principal amount of up to such sum on the terms and conditions
hereinafter set forth;

NOW, THEREFORE, in consideration of the premises and the mutual
covenants contained herein, the parties hereto agree as follows:

Article 1. Definitions.

Section 1.1. Defined Terms.

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

"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 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.

"Affected Loans": as defined in Section 2.22 hereof.

"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.

"Applicable Margin": as at any date of determination
thereof, 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 table 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
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 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, 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.

"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.

"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 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(b) 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.

"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) 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.

"Origination Fee": as defined in subsection 2.8(a) hereof.

"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 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 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.

"Revolving Credit Commitment": as to each Bank, its Tranche
A Revolving Credit Commitment, Tranche B Revolving Credit Commitment, or
collectively its Tranche A Revolving Credit Commitment and Tranche B
Revolving Credit Commitment, in each case, as applicable.

"Revolving Credit Commitment Termination Date": December 31,
2002.

"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 Seventy-Five
Million ($175,000,000) Dollars, as such amount may be increased or reduced in
accordance with the terms hereof.

"Tranche A Credit Loans": as defined in subsection 2.1(a)
hereof.

"Tranche A Note(s)": as defined in subsection 2.5(a) hereof.

"Tranche A Revolving Credit Commitment": as to each Bank, the
obligation of such Bank to make Tranche A 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 "Tranche A Revolving Credit Commitment" as such
amount is subject to increase or reduction in accordance with the terms hereof.

"Tranche B Credit Loans": as defined in subsection 2.1(b)
hereof.

"Tranche B Note(s)": as defined in subsection 2.5(a)(ii)
hereof.

"Tranche B Revolving Credit Commitment": as to each Bank, the
obligation of such Bank to make Tranche B 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 "Tranche B Revolving Credit Commitment" as such
amount is subject to increase or reduction 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.

"Unused Commitment": as at any date, for each Bank, the
difference, if any, between: (a) the amount of such Bank's Tranche A Revolving
Credit Commitment and Tranche B Revolving Credit Commitment, each 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.

Article 2. Commitments; Loans; Letters of Credit; Collateral.

Section 2.1. Loans.

(a) Tranche A Credit Loans. Each Bank hereby severally agrees, on the terms and
subject to the conditions of this Agreement, to make loans (individually a
"Tranche A Credit Loan", collectively, the "Tranche A 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 Tranche A Revolving Credit
Commitment of such Bank as then in effect; provided, however, that the sum
of (x) the aggregate principal amount of Tranche A Credit Loans, plus (y)
the aggregate principal amount of Tranche B Credit Loans, plus (z) 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 Tranche A Credit Loans. The Tranche A Credit Loans shall be in
amounts up to an aggregate outstanding at any one time of One Hundred
Thirty-One Million Nine Hundred Three Thousand Sixteen and 00/100
($131,903,016.00) Dollars.

(b) Tranche B Credit Loans. Each Bank hereby severally agrees, on the terms and
subject to the conditions of this Agreement, to make loans (individually a
"Tranche B Credit Loan", collectively, the "Tranche B Credit Loans"; the
Tranche A Credit Loans and the Tranche B Credit Loans are hereinafter
sometimes referred to individually as a "Credit Loan" or a "Loan" and
collectively as the "Credit Loans" or the "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 Tranche B Revolving Credit
Commitment of such Bank as then in effect; provided, however, that the sum
of (x) the aggregate principal amount of Tranche B Credit Loans, plus (y)
the aggregate principal amount of Tranche A Credit Loans, plus (z) 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 Tranche B Credit Loans. The Tranche B Credit Loans shall be in
amounts up to an aggregate outstanding at any one time of Forty-Three
Million Ninety-Six Thousand Nine Hundred Eighty-Four and 00/100
($43,096,984.00) 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 Tranche B 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;
provided, however, that each L/C currently issued and
outstanding under the 1997 Loan Agreement
(collectively, the "Existing L/Cs") shall be deemed a
utilization of the Tranche A Revolving Credit
Commitment of each Bank in an amount equal to each
Bank's pro rata share of the face amount of each
Existing L/C, and provided further that if at the time
the Borrowers make an Issuance Request no availability
exists under the Tranche B Revolving Credit Commitment,
the L/C shall be deemed a utilization of the Tranche A
Revolving Credit Commitment to the extent permitted
hereunder.

(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 outstanding at any one time hereunder
(including the Existing L/Cs) 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 Tranche B Credit Loan (or if at the time
no availability exists under the Tranche B Revolving
Credit Commitment, a Tranche A Credit Loan to the
extent permitted hereunder) (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 Tranche B Credit
Loans or Tranche A Credit Loans, as the case may be,
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 Tranche B Credit
Loans or Tranche A Credit Loans, as the case may be,
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;

(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 Tranche A Revolving Credit Commitment or
its Tranche B Revolving Credit Commitment, as the case
may be) 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 its Tranche A Revolving
Credit Commitment or its Tranche B Revolving Credit
Commitment, as the case may be, 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 Tranche B Credit
Loans or Tranche A Credit Loans, as the case may be, 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
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 (6) for any
consequence arising from causes beyond the 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 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. Except as otherwise
specifically stated herein, each borrowing shall be a Tranche A borrowing if and
to the extent availability exists under the Tranche A Revolving Credit
Commitment; and otherwise shall be a Tranche B borrowing.

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) (i) The Tranche A 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-1
hereto (each, a "Tranche A Note" and collectively, the
"Tranche A Notes"). Each Tranche A Note shall be dated as of
the Closing Date, shall be payable to the order of such Bank
in a principal amount equal to such Bank's Tranche A
Revolving Credit Commitment as originally in effect, and
shall otherwise be duly completed. The Tranche A Notes shall
be payable as provided in Sections 2.1 and 2.6 hereof.

(ii) The Tranche B 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-2 hereto (each, a "Tranche B Note" and collectively,
the "Tranche B Notes"; the Tranche A Notes and the
Tranche B Notes are hereinafter sometimes referred to
individually as a "Note" and collectively as the
"Notes"). Each Tranche B Note shall be dated as of the
Closing Date, shall be payable to the order of such
Bank in a principal amount equal to such Bank's Tranche
B Revolving Credit Commitment as originally in effect,
and shall otherwise be duly completed. The Tranche B
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 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 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 (and, so long as after giving effect thereto
no Event of Default exists and the LTV Ratio is not greater
than 0.667:1.000 (as evidenced by the relevant Appraisals),
the Borrowers may reborrow Tranche A Loans in an amount up
to such Net Proceeds from Dispositions plus any other
amounts previously repaid from any other source, and apply
such amounts to the repayment of the Bonds or for any other
purpose permitted under Section 2.9), 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. In no event shall the proceeds of any
borrowing under Tranche B be used either directly or
indirectly to repay amounts outstanding under Tranche A.
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 Equity
Contribution, or (iii) 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.

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.

(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) (i) On the later of (A) the execution and delivery of this
Agreement, or (B) the closing of the sale by Omega to Tenet
Healthsystem Philadelphia, Inc. of three medical office
buildings and a parking deck located adjacent to Graduate
Hospital in Philadelphia, Pennsylvania (the "Graduate Sale")
(but in no event later than the Closing Date), the Borrowers
shall pay to the Agent, for the ratable benefit of the
Banks, a portion in the amount of $300,000 of the
non-refundable origination fee in the aggregate amount of
$1,312,500 (the "Origination Fee"), and (ii) on the Closing
Date, the Borrowers shall pay to the Agent, for the ratable
benefit of the Banks, the balance (in the amount of
$1,012,500) of the Origination 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, (ii) (A) a portion in the amount of
$125,000 of the non-refundable arrangement fee (the
"Arrangement Fee") on the later of (x) the execution and
delivery of this Agreement, or (y) the Graduate Sale (but in
no event later than the Closing Date), and (B) the balance
of the Arrangement Fee on the Closing Date, and (iii) (A)
$250,000 on account of fees and expenses in accordance with
Section 10.1 hereof on the later of (i) the execution and
delivery of this Agreement, or (ii) the Graduate Sale (but
in no event later than the Closing Date), and (B) the
balance of such fees and expenses on the Closing Date.

(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.

(e) The Origination 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 Origination 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) to repay in full all outstanding Indebtedness under the 1997 Loan
Agreement, (b) for working capital purposes, (c) subject to subsection 2.2(a)
hereof, for the issuance of L/C's to beneficiaries designated by the Borrowers,
and (d) for general corporate purposes (including, without limitation, those
permitted under Sections 7.4, 7.5 and 7.8 hereof); provided, however, that prior
to the repayment in full of the Bonds or satisfaction to the Banks that sources
of funds are and will remain available to repay in full the Bonds, none of the
proceeds of the Tranche B Credit Loans may be used for investments in, or
acquisitions of, Healthcare Assets. No proceeds of the Credit Loans may be
utilized to repay any Indebtedness for borrowed money, including without
limitation any of the Bonds, except as provided in subsection 2.6(d) hereof. For
purposes of this Agreement, provided no Event of Default is continuing, all
funds which under Section 2.6(d) may be reborrowed and used for repayment of the
Bonds shall be deemed available for repayment of the Bonds. Furthermore, for
purposes of this Agreement, provided that (i) Explorer Holdings, L.P. has
purchased $100,000,000 of Series C Preferred Stock of Omega substantially on the
terms set forth in the Investment Agreement, (ii) the Senior Notes have been
paid in full, and (iii) Explorer Holdings, L.P. remains obligated to provide to
Omega the Additional Equity Financing (as defined in the Investment Agreement),
the Borrowers shall be deemed to have funds which are and will remain available
to repay in full the Bonds.

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, 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".

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.

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 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 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 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.

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 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.

Article 3. Representations and Warranties.

Each of the Borrowers hereby represents and warrants to the
Banks and the Agent, and shall again represent and warrant to the Banks and the
Agent on the Closing Date, that:

Section 3.1. Organization.

(a) Each Borrower is duly organized and validly existing under the
laws of its state of organization and has the power to own its
assets and to transact the business in which it is presently
engaged and in which it proposes to be engaged. Schedule 3.1
hereto accurately and completely lists, as to each Borrower: (i)
the state of incorporation or organization of each such entity,
(ii) as to each of them that is a corporation, the classes and
number of authorized and outstanding shares of capital stock of
each such corporation and, with respect to the Borrowers other
than Omega, the owners of such outstanding shares of capital
stock, (iii) as to each of them that is a legal entity other than
a corporation (but not a natural person), the type and amount of
equity interests authorized and outstanding of each such entity,
and the owners of such equity interests, and (iv) the business in
which each of such entities is engaged. All of the foregoing
shares or other equity interests that are issued and outstanding
have been duly and validly issued and are fully paid and
non-assessable. Except as set forth on Schedule 3.1, none of the
Borrowers has any Subsidiary.

(b) Each Borrower is in good standing in its state of organization
and in each state in which it is qualified to do business. There
are no jurisdictions other than as set forth on Schedule 3.1
hereto in which the character of the properties owned or proposed
to be owned by each Borrower or in which the transaction of the
business of each Borrower as now conducted or as proposed to be
conducted requires or will require such Borrower to qualify to do
business and as to which failure so to qualify could have a
Material Adverse Effect on such Borrower.

Section 3.2. Power, Authority, Consents.

Each Borrower has the power to execute, deliver and perform the Loan
Documents to be executed by it. Each Borrower has the power to borrow hereunder
and has taken all necessary corporate action to authorize the borrowing
hereunder on the terms and conditions of this Agreement. Each Borrower has taken
all necessary action, corporate or otherwise, to authorize the execution,
delivery and performance of the Loan Documents to be executed by it. No consent
or approval of any landlord or mortgagee, no waiver of any Lien or right of
distraint or other similar right and no consent, license, certificate of need,
approval, authorization or declaration of any governmental authority, bureau or
agency, is or will be required in connection with the execution, delivery or
performance by each Borrower or any other Loan Party, or the validity or
enforcement of the Loan Documents or any Lien created and granted thereunder,
except (i) to the extent that the failure to obtain such consent, waiver,
license, certificate of need, approval, authorization or declaration could not
in the aggregate have a Material Adverse Effect; or (ii) as set forth on
Schedule 3.2 hereto, each of which either has been duly and validly obtained on
or prior to the date hereof and is now in full force and effect, or is
designated on Schedule 3.2 as waived by the Required Banks.

Section 3.3. No Violation of Law or Agreements.

The execution and delivery by each Borrower of each Loan Document to which
it is a party and performance by it hereunder and thereunder, will not violate
any provision of law and will not conflict with or result in a breach of any
order, writ, injunction, ordinance, resolution, decree, or other similar
document or instrument of any court or governmental authority, bureau or agency,
domestic or foreign, or any certificate of incorporation or by-laws of each
Borrower, or create (with or without the giving of notice or lapse of time, or
both) a default under or breach of any agreement, bond, note or indenture to
which each Borrower is a party, or by which each Borrower is bound or any of
their respective properties or assets is affected, except for such defaults and
breaches which in the aggregate could not have a Material Adverse Effect on the
Borrowers, or result in the imposition of any Lien of any nature whatsoever upon
any of the properties or assets owned by or used in connection with the business
of each Borrower, except for the Liens created and granted pursuant to the
Security Documents.

Section 3.4. Due Execution, Validity, Enforceability.

This Agreement has been, and each other Loan Document to which each
Borrower is a party will be, duly executed and delivered by each Borrower that
is a party thereto and each constitutes, or will on the Closing Date constitute,
the valid and legally binding obligation of each Borrower, enforceable in
accordance with its terms, except as such enforcement may be limited by
applicable bankruptcy, insolvency, reorganization, moratorium, or other similar
laws, now or hereafter in effect, relating to or affecting the enforcement of
creditors' rights generally and except that the remedy of specific performance
and other equitable remedies are subject to judicial discretion.

Section 3.5. Title to Properties, Priority of Liens.

Each of the Borrowers has good and marketable title in fee simple to, or
valid leasehold interests in, or valid mortgage liens on, all real property
necessary or used in the ordinary course of its business, except for such
defects in title as could not, individually or in the aggregate, have a Material
Adverse Effect. All of the properties and assets covered by a Security Document
(other than those encumbered by a Mortgage in favor of one of the Borrowers) are
owned by each of the Borrowers, as applicable, free and clear of any Lien of any
nature whatsoever, except as provided for in the Security Documents, and as
permitted by Section 7.2 hereof. The Liens that, simultaneously with the
execution and delivery of this Agreement and the consummation of the initial
Loans, have been created and granted by the Security Documents constitute valid
perfected first Liens on the properties and assets covered by the Security
Documents, subject to no prior or equal Lien except as permitted by Section 7.2
hereof.

Section 3.6. Judgments, Actions, Proceedings.

Except as set forth on Schedule 3.6 hereto, there are no outstanding
judgments, actions or proceedings, including, without limitation, any
Environmental Proceeding, pending before any court or governmental authority,
bureau or agency, with respect to or, to the best of each Borrower's knowledge,
threatened against or affecting such Borrower involving, (i) in the case of any
court proceeding, a claim in excess of Two Million Five Hundred Thousand
($2,500,000) Dollars, and (ii) in the case of any outstanding judgments, in
excess of One Million ($1,000,000) Dollars, nor, to the best of each Borrower's
knowledge, is there any reasonable basis for the institution of any such action
or proceeding that is probable of assertion, nor are there any such actions or
proceedings in which any Borrower is a plaintiff or complainant.

Section 3.7. No Defaults, Compliance With Laws.

Except as set forth on Schedule 3.7 hereto, none of the Borrowers is in
default under any agreement, ordinance, resolution, decree, bond, note,
indenture, order or judgment to which it is a party or by which it is bound, or
any other agreement or other instrument by which any of the properties or assets
owned by it or used in the conduct of its business is affected, which default
could have a Material Adverse Effect on such Borrower. Each Borrower has
complied and is in compliance in all respects with all applicable laws,
ordinances and regulations, resolutions, ordinances, decrees and other similar
documents and instruments of all courts and governmental authorities, bureaus
and agencies, domestic and foreign, including, without limitation, all
applicable provisions of the Americans with Disabilities Act (42 U.S.C.
ss.12101-12213) and the regulations issued thereunder and all applicable
Environmental Laws and Regulations, non-compliance with which could have a
Material Adverse Effect on such Borrower.

Section 3.8. Burdensome Documents.

Except as set forth on Schedule 3.8 hereto, none of the Borrowers is, to
the best of the Borrowers' knowledge, a party to or bound by, nor are any of the
properties or assets owned by any of the Borrowers used in the conduct of their
respective businesses affected by, any agreement, ordinance, resolution, decree,
bond, note, indenture, order or judgment, including, without limitation, any of
the foregoing relating to any Environmental Liability, that materially and
adversely affects their respective businesses, assets or conditions, financial
or otherwise.

Section 3.9. Financial Statements; Projections.

(a) Each of the Financial Statements is complete and presents
fairly the consolidated financial position of Omega as at
its date, and has been prepared in accordance with generally
accepted accounting principles. To the best of Omega's
knowledge, except as set forth on Schedule 3.9 hereto, none
of the Borrowers to which any of the Financial Statements
relates, has any material obligation, liability or
commitment, direct or contingent (including, without
limitation, any Environmental Liability), that is not
reflected in the Financial Statements which would be
required to be so reflected in accordance with GAAP. There
has been no material adverse change in the financial
position or operations of any of the Borrowers since the
date of the latest balance sheet included in the Financial
Statements (the "Latest Balance Sheet"). Each Borrower's
fiscal year is the twelve-month period ending on December 31
in each year.

(b) The Projections have been prepared on the basis of the
assumptions accompanying them and reflect as of the date
thereof Omega's good faith projections, after reasonable
analysis, of the matters set forth therein, based on such
assumptions.

Section 3.10. Tax Returns

Omega and each of its Subsidiaries have filed all federal, state and local
tax returns required to be filed by them and have not failed to pay any taxes,
or interest and penalties relating thereto, on or before the due dates thereof.
Except to the extent that reserves therefor are reflected in the Financial
Statements: (i) there are no material federal, state or local tax liabilities of
any of Omega or its Subsidiaries, due or to become due for any tax year ended on
or prior to the date of the Latest Balance Sheet relating to such entity,
whether incurred in respect of or measured by the income of such entity, that
are not properly reflected in the Latest Balance Sheet relating to such entity,
and (ii) there are no material claims pending or, to the knowledge of each of
the Borrowers, proposed or threatened against such entity for past federal,
state or local taxes, except those, if any, as to which proper reserves are
reflected in the Financial Statements.

Section 3.11. Intangible Assets

Each Borrower possesses all patents, trademarks, service marks, trade
names, and copyrights, and rights with respect to the foregoing, necessary to
conduct its business as now conducted and as proposed to be conducted, without
any conflict with the patents, trademarks, service marks, trade names, and
copyrights and rights with respect to the foregoing, of any other Person.

Section 3.12. Regulation U.

No part of the proceeds received by any of the Borrowers from the Loans
will be used directly or indirectly for: (a) any purpose other than as set forth
in Section 2.9 hereof, or (b) the purpose of purchasing or carrying, or for
payment in full or in part of Indebtedness that was incurred for the purposes of
purchasing or carrying, any "margin stock", as such term is defined in ss.221.3
of Regulation U of the Board of Governors of the Federal Reserve System, 12
C.F.R., Chapter II, Part 221.

Section 3.13. Name Changes, Mergers, Acquisitions.

(a) Except as set forth on Schedule 3.13 hereto, none of the
Borrowers has within the six-year period immediately
preceding the date of this Agreement changed its name, been
the surviving entity of a merger or consolidation, or
acquired all or substantially all of the assets of any
Person.

(b) To the best of the Borrowers' knowledge, no Collateral
constituting personal property having an aggregate fair
market value in excess of $50,000 covered by the Security
Documents has, at any time during the four-month period
immediately preceding the date hereof, been located anywhere
other than at its location on the date hereof.

Section 3.14. Full Disclosure.

None of the Financial Statements, the Projections, nor any certificate,
opinion, or any other statement made or furnished in writing to the Agent or any
Bank by or on behalf of the Borrowers in connection with this Agreement or the
transactions contemplated herein, contains any untrue statement of a material
fact, or omits to state a material fact necessary in order to make the
statements contained therein or herein not misleading, as of the date such
statement was made. There is no fact known to any Borrower that has, or would in
the now foreseeable future have, a Material Adverse Effect on such Borrower,
which fact has not been set forth herein, in the Financial Statements, the
Projections, or any certificate, opinion or other written statement so made or
furnished to the Agent or the Banks.

Section 3.15. Licenses and Approvals.

(a) Each Borrower has all necessary licenses, permits and
governmental authorizations, including, without limitation,
licenses, permits and authorizations arising under or
relating to Environmental Laws and Regulations, to own and
operate its properties and to carry on its business as now
conducted, except for licenses, permits and authorizations
the absence of which would not have a Material Adverse
Effect on the Borrowers on a consolidated basis.

(b) To the best of Omega's knowledge, no violation exists of any
applicable law pertaining to the ownership or operation of
any Facility constituting the Collateral that would have a
reasonable likelihood of leading to revocation of any
license necessary for the operation of such Facility.

Section 3.16. ERISA.

(a) Except as set forth on Schedule 3.16 hereto, no Employee
Benefit Plan is maintained or has ever been maintained by
any Loan Party or any ERISA Affiliate, nor has any Loan
Party or any ERISA Affiliate ever contributed to a
Multiemployer Plan.

(b) There are no agreements which will provide payments to any
officer, employee, shareholder or highly compensated
individual which will be "parachute payments" under 280G of
the Code that are nondeductible to any Loan Party and which
will be subject to tax under Section 4999 of the Code which
could have a Material Adverse Effect on the Borrowers.

Section 3.17. REIT Status.

Omega currently has REIT Status and has maintained REIT Status on a
continuous basis since its formation. None of the Subsidiaries of Omega
currently has REIT Status, but each is designated as a qualified REIT
subsidiary.

Article 4. Conditions to the Loans and Letters of Credit.

Section 4.1. Conditions to Initial Loan(s).

The obligation of each Bank to make the initial Credit Loan to be made by
it hereunder shall be subject to the fulfillment (to the satisfaction of the
Agent) of the following conditions precedent:

(a) Each Borrower shall have executed and delivered to each Bank
its Tranche A Note and its Tranche B Note.

(b) Each of the Grantors shall have:

(i) executed and delivered to the Agent the Borrower
Security Agreement;

(ii) duly filed appropriate Uniform Commercial Code
financing statements in order to enable the Agent to
perfect and preserve its security interest in the
Collateral;

(iii)delivered to the Agent acknowledgment copies thereof
evidencing such filings;

(iv) delivered to the Agent: (A) copies of certificates of
the issuing companies with respect to policies of
insurance owned by the Operators covering or in any
manner relating to the Collateral naming the Borrower,
in its capacity as such, as additional insured as its
interests may appear; and (B) evidence of the
Borrowers' and the Operators' liability insurance
policies;

(v) executed and delivered to the Agent, the Borrower
Mortgages to be executed by it, in proper form for
recording, and delivered to the Agent such mortgagee
title insurance policies, or commitments to issue such
policies, issued by such title insurance companies, in
such amounts and with only such exceptions, all as
shall be required by and satisfactory to the Agent; and

(vi) otherwise duly complied with all of the terms and
conditions of the Security Documents to be executed by
it.

(c) The Collateral covered by the Security Documents shall be
the Eligible Healthcare Assets set forth on Schedule 2.10
(the "Initial Collateral"). In the event that the Appraised
Value of the Initial Collateral is less than $262,500,000
additional Collateral consisting of Additional Eligible
Healthcare Assets shall be pledged to the Agent (the
"Additional Collateral") such that after giving effect to
such pledge, the Appraised Value of all Collateral pledged
to the Agent pursuant to the Security Documents shall not be
less than $262,500,000.

(d) The Agent shall have received documentation in form and
substance satisfactory to it that (i) Explorer Holdings,
L.P. has purchased, or shall concurrently purchase, for
$100,000,000 (the "Equity Contribution") Series C Preferred
Stock of Omega, substantially on the terms set forth in the
Investment Agreement, and the Senior Notes shall either have
been, or shall concurrently be, paid in full or funds
sufficient to pay the Senior Notes in full shall
concurrently be deposited in escrow (in a manner and
pursuant to documentation reasonably satisfactory to the
Agent) and then utilized to repay the Senior Notes; and (ii)
the Additional Equity Contribution shall be available to
repay, at least five days prior to the required payment
date, or earlier as required by the Equity Contribution
Documents, the Debentures; it being expressly agreed that
the Tranche B Credit Loans shall not be available for this
purpose and that the Borrowers shall utilize the Additional
Equity Contribution for such repayment in the event that the
Borrowers do not have other sources available (except as
provided in subsection 2.6(d) hereof).

(e) The Agent and the Banks shall have received general releases
from each Borrower in their favor and in form and substance
satisfactory to the Agent and the Banks.

(f) The Agent shall have conducted, at the Borrowers' expense,
an 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.

(g) (i) The Borrowers shall have paid to the Agent, for the
benefit of the Banks, the Origination Fee.

(h) The Borrowers shall have paid to the Agent, the Agency Fee
and the Arrangement Fee.

(i) Counsel to the Borrowers shall have delivered its opinion
to, and in form and substance satisfactory to, the Agent.

(j) The Agent shall have received complete copies of the
Financial Statements and the Projections, each certified as
such in a certificate executed by an executive officer of
Omega.

(k) The Agent shall have received copies of the following:

(i) All of the consents, approvals and waivers referred to
on Schedule 3.2 hereto (except only those which, as
stated on Schedule 3.2, shall not be delivered);

(ii) All of the Mortgages and the Leases covered by the
Borrower Mortgages and such agreements and Leases
covered by the other Security Documents as shall be
specifically requested by the Agent;

(iii)The certificates of incorporation or the articles or
certificates of organization of each Borrower,
certified by the Secretary of State of their respective
states of incorporation or organization;

(iv) The by-laws, operating agreements or regulations or
other similar documents of each Borrower, certified by
their respective secretaries ;

(v) An incumbency certificate (with specimen signatures)
with respect to each Borrower; and

(vi) Good standing certificates as of dates not more than
sixty (60) days prior to the date of the initial Loan,
with respect to each Borrower, from the Secretary of
State of their respective states of incorporation or
organization and each state in which each of them is
qualified to do business; and

(vii)All corporate action taken by each of the Borrowers to
authorize the execution, delivery and performance of
each of the Loan Documents to which it is a party and
the transactions contemplated thereby, certified by
their respective secretaries.

(l) (i) Each of the Borrowers shall have complied and shall then
be in compliance with all of the terms, covenants and
conditions of this Agreement;

(ii) After giving effect to the initial Loan, there shall
exist no Default or Event of Default hereunder; and

(iii)The representations and warranties contained in
Article 3 hereof shall be true and correct on the date
hereof;

and the Agent shall have received a Compliance Certificate dated the date hereof
certifying, inter alia, that the conditions set forth in this subsection 4.1(l)
are satisfied on such date.

(m) All legal matters incident to the initial Loans shall be
satisfactory to counsel to the Agent.

Section 4.2. Conditions to Subsequent Loans.

The obligation of the Banks to make each Credit Loan subsequent to its
initial Loan shall be subject to the fulfillment (to the satisfaction of the
Agent) of the following conditions precedent:

(a) The Agent shall have received a Borrowing Notice in
accordance with Section 2.3 hereof.

(b) The Agent shall have received a Compliance Certificate dated
the date of such Loan and effective as of such date, and the
matters certified therein, including, without limitation,
the absence of any Default or Event of Default, shall be
true as of such date.

(c) All legal matters incident to such Loan shall be
satisfactory to counsel for the Agent.

Section 4.3. Conditions to Issuance of L/Cs.

The obligation of the L/C Issuer to issue an L/C shall be subject to the
fulfillment (to the satisfaction of the L/C Issuer) of (a) the conditions set
forth in Section 4.1 hereof, and (b) the following additional conditions
precedent:

(a) The Borrower(s) shall have delivered to the L/C Issuer an
Issuance Request pursuant to subsection 2.2(a)(iii) hereof,
together with all other documents required to be delivered
in connection therewith and all Applications, and the L/C
Issuer shall have been paid any and all fees then due in
connection therewith.

(b) The Agent shall have received a Compliance Certificate dated
the date of the issuance of the L/C Documents and effective
as of such date, and the matters certified therein,
including, without limitation, the absence of any Default or
Event of Default, shall be true as of such date.

(c) All legal matters incident to the L/C Documents shall be
reasonably satisfactory to counsel for the Agent.

Section 4.4. Termination of this Agreement.

The Borrowers, the Banks and the Agent hereby acknowledge that:

(a) the 1997 Loan Agreement will continue to remain in full
force and effect until such time as all of the conditions
precedent set forth in Section 4.1 hereof have been
fulfilled in accordance with the terms thereof; and

(b) in the event that any of the conditions precedent set forth
in Section 4.1 hereof has not been waived or fulfilled in
accordance with the terms thereof prior to August 15, 2000
or such later date to which all the parties hereto agree in
writing, then (i) this Agreement shall terminate and the
parties hereto shall be relieved of all further obligations
hereunder, and (ii) the 1997 Loan Agreement shall continue
to remain and full force and effect in accordance with its
terms.

Article 5. Delivery of Financial Reports, Documents and Other
Information

While the Commitments are outstanding, and, in the event any
Loan remains outstanding, so long as any of the Borrowers are indebted to the
Banks or the Agent and until payment in full of the Notes and full and complete
performance of all of its other obligations arising hereunder, Omega shall
deliver to each Bank:

Section 5.1. Annual Financial Statements

Annually, as soon as available, but in any event within ninety (90) days
after the last day of each of its fiscal years, a consolidated and consolidating
balance sheet of Omega and its Subsidiaries as at such last day of the fiscal
year, and consolidated and consolidating statements of income and retained
earnings and statements of cash flow, for such fiscal year, each prepared in
accordance with generally accepted accounting principles consistently applied,
in reasonable detail, and, as to the consolidated statements, certified without
qualification by Ernst & Young or another nationally recognized independent
public accounting firm or by any other certified public accounting firm
satisfactory to the Agent, and certified, as to the consolidating statements, by
the chief financial officer of Omega, as fairly presenting the financial
position and results of operations of Omega and its Subsidiaries as at and for
the year ending on its date and as having been prepared in accordance with GAAP;
provided, however, that, Omega may satisfy its obligations to deliver the
consolidated financial statements described in this Section 5.1 by furnishing to
the Banks a copy of its annual report on Form 10-K in respect of such fiscal
year together with the financial statements required to be attached thereto,
provided Omega is required to file such annual report on Form 10-K with the
Securities and Exchange Commission and such filing is actually made.

Section 5.2. Quarterly Financial Statements.

As soon as available, but in any event within forty-five (45) days after
the end of each of Omega's fiscal quarters, a consolidated and consolidating
balance sheet of Omega and the Subsidiaries as of the last day of such quarter
and consolidated and consolidating statements of income and retained earnings
and statements of cash flow, for such quarter, and on a comparative basis
figures for the corresponding period of the immediately preceding fiscal year,
all in reasonable detail, each such statement to be certified in a certificate
of the chief financial officer of Omega as accurately presenting the financial
position and the results of operations of Omega and its Subsidiaries as at its
date and for such quarter and as having been prepared in accordance with GAAP
(subject to year-end audit adjustments); provided, however, that, Omega may
satisfy its obligations to deliver the consolidated financial statements
described in this Section 5.2 by furnishing to the Banks a copy of its quarterly
report on Form 10-Q in respect of such fiscal quarter together with the
financial statements required to be attached thereto, provided Omega is required
to file such quarterly report on Form 10-Q with the Securities and Exchange
Commission and such filing is actually made.

Section 5.3. Compliance Information.

Promptly after a written request therefor, such other financial data or
information evidencing compliance with the requirements of this Agreement, the
Notes and the other Loan Documents, as any Bank may reasonably request from time
to time.

Section 5.4. No Default Certificate.

At the same time as it delivers the financial statements required under the
provisions of Sections 5.1 and 5.2 hereof, a certificate of the chief executive
officer or chief financial officer of Omega to the effect that no Event of
Default hereunder and that no default under any other material agreement to
which any Borrower is a party or by which it is bound, or by which, to the best
knowledge of Omega or any other Borrower, any of its properties or assets, taken
as a whole, may be materially affected, and no event which, with the giving of
notice or the lapse of time, or both, would constitute such an Event of Default
or default, exists, or, if such cannot be so certified, specifying in reasonable
detail the exceptions, if any, to such statement. Such certificate shall be
accompanied by a detailed calculation indicating compliance with the covenants
contained in Section 6.9 hereof in the form annexed hereto as Exhibit C together
with supporting documentation evidencing any pro forma adjustments.

Section 5.5. Certificate of Accountants.

At the same time as it delivers the financial statements required under the
provisions of Section 5.1 hereof, a certificate of the independent certified
public accountants of Omega addressed specifically to both Omega and the Agent
to the effect that during the course of their audit of the operations of Omega
and its Subsidiaries and its condition as of the end of the fiscal year, nothing
has come to their attention which would indicate that a Default or an Event of
Default hereunder has occurred or that there was any violation of the covenants
of Omega and its Subsidiaries contained in Section 6.9 or Article 7 of this
Agreement, or, if such cannot be so certified, specifying in reasonable detail
the exceptions, if any, to such statement.

Section 5.6. Intentionally Omitted.

Section 5.7. Business Plan and Budget.

Not later than January 31st in each fiscal year, copies of Omega's business
plan and budget for such fiscal year on a quarterly basis (together with a copy
in writing of the assumptions on which such business plan and budget were
based), each prepared by Omega's chief financial officer and illustrating the
projected income statements, balance sheets and statements of changes in cash
flow on a consolidated basis.

Section 5.8. Quarterly Operator Reports.

(a) As soon as available after the end of each fiscal
quarter of Omega, a copy of the quarterly report
submitted by Omega to its Board of Directors with
respect to the financial condition of Operators which
quarterly report shall include a discussion of Operator
performance and a summary of coverage and occupancy by
each such Operator.

(b) Such other information regarding the financial
condition of the Operators as the Agent may from time
to time reasonably request.

Section 5.9. Accountants' Reports.

Promptly upon receipt thereof, copies of all other reports submitted to
Omega by its independent accountants in connection with any annual or interim
audit or review of the books of Omega or its Subsidiaries made by such
accountants.

Section 5.10. Copies of Documents.

Promptly upon their becoming available, copies of any: (i) financial
statements, non-routine reports, notices (other than routine correspondence),
requests for waivers and proxy statements, in each case, delivered by Omega or
any other Borrower to any of their respective existing lending institutions or
creditors; (ii) correspondence or notices received by Omega from any federal,
state or local governmental authority that regulates the operations of Omega or
any of its Subsidiaries, relating to an actual or threatened change or
development that would be materially adverse to Omega and its Subsidiaries on a
consolidated basis; (iii) registration statements and any amendments and
supplements thereto, and any regular and periodic reports, if any, filed by
Omega or any of its Subsidiaries with any securities exchange or with the
Securities and Exchange Commission or any governmental authority succeeding to
any or all of the functions of the said Commission; (iv) letters of comment or
correspondence sent to Omega by any such securities exchange or such Commission
in relation to Omega or any of its Subsidiaries and its affairs; (v) written
reports submitted by Omega to its independent accountants in connection with any
annual or interim audit of the books of Omega or its Subsidiaries made by such
accountants; and (vi) any appraisals received by Omega or any of its
Subsidiaries with respect to the Collateral during the term of this Agreement.

Section 5.11. Notices of Defaults.

Promptly, notice of the occurrence of any Default or Event of Default, or
any event that would constitute or cause a Material Adverse Effect in the
condition, financial or otherwise, or the operations of Omega and its
Subsidiaries on a consolidated basis.

Section 5.12. ERISA Notices and Requests.

(a) Concurrently with such filing, a copy of each Form 5500
that is filed with respect to each Plan with the IRS;
and

(b) Promptly, upon their becoming available, copies of: (i)
all correspondence with the PBGC, the Secretary of
Labor or any representative of the IRS with respect to
any Plan, relating to an actual or threatened change or
development that would be materially adverse to the
Borrower(s); (ii) all actuarial valuations received by
the Borrower(s) with respect to any Plan; and (iii) any
notices of Plan termination filed by any Plan
Administrator (as those terms are used in ERISA) with
the PBGC and of any notices from the PBGC to the
Borrower(s) with respect to the intent of the PBGC to
institute involuntary termination proceedings.

Section 5.13. Additional Information.

Such other material additional information regarding the business, affairs
and condition of the Borrowers as the Agent may from time to time reasonably
request, including, without limitation, quarterly schedules, in form and
substance satisfactory to the Agent, with respect to Omega on a consolidated
basis, of recorded liabilities, unfunded commitments, contingent liabilities and
other similar material items. In addition, the Borrowers shall notify the Agent
in writing of any dividend policy revisions relating to Omega concurrently with
public notice or disclosure thereof.

Article 6. Affirmative Covenants.

While the Commitments are outstanding, and, in the event any
Loan or L/C Obligation remains outstanding, so long as any Borrower is indebted
to the Banks or the Agent, and until payment in full of the Notes and full and
complete performance of all of its other obligations arising hereunder, each
Borrower shall:

Section 6.1. Books and Records.

Keep proper books of record and account in a manner reasonably satisfactory
to the Agent in which full and true entries shall be made of all dealings or
transactions in relation to its business and activities.

Section 6.2. Inspections and Audits; Appraisals.

(a) Permit the Banks to make or cause to be made (prior to
an Event of Default, at the Banks' expense and after
the occurrence of and during the continuance of an
Event of Default, at the Borrowers' expense),
inspections and audits of any books, records and papers
of Omega or any other Borrower and to make extracts
therefrom and copies thereof, or to make appraisals,
inspections and examinations of any properties and
facilities of Omega or any other Borrower on reasonable
notice, at all such reasonable times and as often as
any Bank may reasonably require, in order to assure
that the Borrowers are and will be in compliance with
their obligations under the Loan Documents or to
evaluate the Banks' investment in the then outstanding
Notes.

(b) Upon the occurrence of an Event of Default arising
under Section 8.2 as a result of the Borrowers' failure
to comply with Section 6.9, the Agent may, at the
expense of the Borrowers, obtain an Appraisal with
respect to each Facility included in the Collateral
and, in the event that based on any such Appraisal, the
LTV Ratio is greater than 0.667:1.00, the Borrowers
shall within five (5) Business Days of any of the
Borrowers obtaining knowledge thereof, prepay the
Credit Loans or grant to the Agent for the ratable
benefit of the Banks, in order to secure the
Obligations, a valid perfected first Lien (subject to
no prior or equal Lien except as permitted by this
Agreement) on such additional or substituted Eligible
Healthcare Assets pursuant to such documents and
instruments as shall be satisfactory in form and
substance to the Agent, such that after giving effect
to such prepayment or such grant, the LTV Ratio shall
again be equal to or less than 0.667:1.000.

Section 6.3. Maintenance and Repairs.

Cause to be maintained in good repair, working order and condition, subject
to normal wear and tear, all material properties and assets from time to time
owned by Omega or any other Borrower and used in or necessary for the operation
of its businesses, and make or cause to be made all reasonable repairs,
replacements, additions and improvements thereto.

Section 6.4. Continuance of Business.

Do, or cause to be done, all things reasonably necessary to preserve and
keep in full force and effect the corporate existence of Omega and each other
Borrower and all permits, rights and privileges necessary for the proper conduct
of its business, and continue to engage in the same line of business and comply
in all material respects with all applicable laws, regulations and orders.

Section 6.5. Copies of Corporate Documents.

Subject to the prohibitions set forth in Section 7.6 hereof, promptly
deliver to the Agent copies of any amendments or modifications to the
certificate of incorporation and by-laws of Omega and each other Borrower,
certified with respect to the certificate of incorporation by the Secretary of
State of its state of incorporation and, with respect to the by-laws, by the
secretary or assistant secretary of such corporation.

Section 6.6. Perform Obligations.

Pay and discharge all of the obligations and liabilities of Omega and each
other Borrower, including, without limitation, all taxes, assessments and
governmental charges upon its income and properties when due, unless and to the
extent only that such obligations, liabilities, taxes, assessments and
governmental charges shall be contested in good faith and by appropriate
proceedings and that, to the extent required by generally accepted accounting
principles then in effect, proper and adequate book reserves relating thereto
are established by Omega or any other Borrower, as applicable, and then only to
the extent that a bond is filed in cases where the filing of a bond is necessary
to avoid the creation of a Lien against any of its properties.

Section 6.7. Notice of Litigation.

Promptly notify the Agent in writing of any litigation, legal proceeding or
dispute, other than disputes in the ordinary course of business or, whether or
not in the ordinary course of business, involving amounts in excess of Five
Million ($5,000,000) Dollars, affecting Omega or any other Borrower whether or
not fully covered by insurance, and regardless of the subject matter thereof
(excluding, however, any actions relating to workers' compensation claims or
negligence claims relating to use of motor vehicles, if fully covered by
insurance, subject to deductibles).

Section 6.8. Insurance.

(a) (i) Maintain with responsible insurance companies
acceptable to the Agent such insurance on such of the
properties of Omega and each other Borrower, in such
amounts and against such risks as is customarily
maintained by similar businesses and cause each
Operator to do so; (ii) file with the Agent upon its
request a detailed list of the insurance then in
effect, stating the names of the insurance companies,
the amounts and rates of the insurance, the dates of
the expiration thereof and the properties and risks
covered thereby; and (iii) within ten (10) days after
notice in writing from the Agent, obtain such
additional insurance as the Agent may reasonably
request; and

(b) Carry all insurance available through the PBGC or any
private insurance companies covering its obligations to
the PBGC.

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, Tangible Net Worth (after the Initial
Equity Contribution of $100,000,000) of not less than
$445,000,000, plus 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 Initial
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.

(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
200%.

(d) Omega, on a consolidated basis, shall not incur a Net
Loss in any fiscal year commencing with the fiscal year
ending December 31, 2001.

(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.

(f) Have or maintain as at the last day of each fiscal
quarter of Omega, a Leverage Ratio of not greater than
5.00:1.00.

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

Section 6.10. Notice of Certain Events

(a) Promptly notify the Agent in writing of the occurrence
of any Reportable Event, as defined in Section 4043 of
ERISA, if a notice of such Reportable Event is required
under ERISA to be delivered to the PBGC within 30 days
after the occurrence thereof, together with a
description of such Reportable Event and a statement of
the action the Borrower(s) or the ERISA Affiliate
intends to take with respect thereto, together with a
copy of the notice thereof given to the PBGC.

(b) Promptly notify the Agent in writing if the Borrower(s)
or ERISA Affiliate receives an assessment of withdrawal
liability in connection with a complete or partial
withdrawal with respect to any Multiemployer Plan,
together with a statement of the action that such
Borrower(s) or ERISA Affiliate intends to take with
respect thereto.

(c) Promptly notify the Agent in writing if any Borrower
receives: (i) any notice of any violation or
administrative or judicial complaint or order having
been filed or about to be filed against such Borrower
alleging violations of any Environmental Law and
Regulation, or (ii) any notice from any governmental
body or any other Person alleging that such Borrower is
or may be subject to any Environmental Liability; and
promptly upon receipt thereof, provide the Agent with a
copy of such notice together with a statement of the
action such Borrower intends to take with respect
thereto.

Section 6.11. Comply with ERISA

Materially comply with all applicable provisions of ERISA and the Code now
or hereafter in effect.

Section 6.12. Environmental Compliance.

Operate all property owned, operated or leased by it in compliance with all
Environmental Laws and Regulations, such that no Environmental Liability arises
under any Environmental Laws and Regulations, which would result in a Lien on
any property of any Borrower.

Section 6.13. Maintenance of REIT Status.

Maintain its REIT Status.

Article 7. Negative Covenants.

While the Commitments are outstanding, and, in the event any Loan or L/C
Obligation remains outstanding, so long as any Borrower is indebted to the Banks
or the Agent and until payment in full of the Notes and full and complete
performance of all of its other obligations arising hereunder, none of the
Borrowers shall do, agree to do, or permit to be done, any of the following:

Section 7.1. Indebtedness.

Create, incur, permit to exist or have outstanding
any Indebtedness, except:

(a) Indebtedness of the Borrowers to the Banks and the
Agent under this Agreement and the Notes;

(b) Taxes, assessments and governmental charges,
non-interest bearing accounts payable and accrued
liabilities, in any case not more than 90 days past due
from the original due date thereof, and non-interest
bearing deferred liabilities other than for borrowed
money (e.g., deferred compensation and deferred taxes),
in each case incurred and continuing in the ordinary
course of business;

(c) Indebtedness secured by the security interests referred
to in subsection 7.2(b) hereof;

(d) Indebtedness consisting of contingent obligations
permitted by Section 7.3 hereof;

(e) As set forth on Schedule 7.1 hereto; and

(f) Indebtedness, the terms of which shall not require any
principal payments thereon prior to the Revolving
Credit Commitment Termination Date.

Section 7.2. Liens.

Create, or assume or permit to exist, any Lien on any of the properties or
assets of Omega or any other Borrower, whether now owned or hereafter acquired,
except:

(a) Permitted Liens;

(b) Purchase money Liens on Property acquired or held by
Omega or its Subsidiaries in the ordinary course of
business, securing Indebtedness incurred or assumed for
the purpose of financing all or any part of the cost of
acquiring such Property; provided, that (i) any such
Lien attaches to such Property concurrently with or
within twenty (20) days after the acquisition thereof,
(ii) such Lien attaches solely to the Property so
acquired in such transaction, and (iii) the principal
amount of the debt secured thereby does not exceed 100%
of the cost of such Property;

(c) Liens on assets securing Indebtedness permitted under
subsection 7.1(e) hereof; and

(d) As set forth on Schedule 7.2 hereto.

Section 7.3. Guaranties.

Assume, endorse, be or become liable for, or guarantee, the obligations of
any Person, except (i) by the endorsement of negotiable instruments for deposit
or collection in the ordinary course of business, (ii) if, after giving effect
to the proposed guarantee, the aggregate amount of all obligations guaranteed by
the Borrowers, or any of them, would not exceed Two Million ($2,000,000)
Dollars, (iii) guarantees made in the ordinary course of business by Omega of
obligations of any of the Borrowers, provided those obligations are otherwise
permitted under this Agreement, and (iv) as set forth on Schedule 7.1 hereto.
For the purposes hereof, the term "guarantee" shall include any agreement,
whether such agreement is on a contingency or otherwise, to purchase, repurchase
or otherwise acquire Indebtedness of any other Person, or to purchase, sell or
lease, as lessee or lessor, property or services, in any such case primarily for
the purpose of enabling another person to make payment of Indebtedness, or to
make any payment (whether as an advance, capital contribution, purchase of an
equity interest or otherwise) to assure a minimum equity, asset base, working
capital or other balance sheet or financial condition, in connection with the
Indebtedness of another Person, or to supply funds to or in any manner invest in
another Person in connection with such Person's Indebtedness.

Section 7.4. Mergers, Acquisitions.

Except as expressly permitted by this Agreement, merge or consolidate with
any Person, or, acquire all or substantially all of the assets or any of the
capital stock of any Person unless (a) Omega is the surviving entity, (b) no
Default or Event of Default exists or will occur after giving effect thereto,
and (c) the consideration paid in connection with any such merger or acquisition
does not exceed an amount equal to twenty-five (25%) percent of Healthcare
Assets as at the date of the consummation of such transaction, prior to giving
effect to such transaction.

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 Bonds have been paid in
full or the Required Banks are satisfied that sources of
funds are and will remain available to repay the Bonds 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 in its common stock;

(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, when
added to the cash dividends paid with respect to the
three (3) immediately preceding fiscal quarters, that
does not exceed ninety-five (95%) percent of 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; and

(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.

Section 7.6. Changes in Structure.

Except for supplemental issuance of Omega's authorized common stock and
preferred stock and as otherwise expressly permitted under Sections 7.5 and 7.8,
make any changes in the equity capital structure of Omega or any other Borrower,
or amend its certificate of incorporation or by-laws in a manner which would be
reasonably likely to cause a Material Adverse Effect.

Section 7.7. Disposition of Assets.

Make any Disposition of Property, or enter into any agreement to do so,
unless (a) the Disposition is at fair market value, and (b) at the time of the
Disposition, and after giving effect thereto, no Event of Default exists or
would exist.

Section 7.8. Investments.

Make, or suffer to exist, any Investment in any Person, including, without
limitation, any shareholder, director, officer or employee of Omega or any of
its Subsidiaries, except:

(a) Investments in:

(i) obligations issued or guaranteed by the United States
of America;

(ii) certificates of deposit, bankers acceptances and other
"money market instruments" issued by any bank or trust
company organized under the laws of the United States
of America or any State thereof and having capital and
surplus in an aggregate amount of not less than
$100,000,000;

(iii)open market commercial paper bearing the highest credit
rating issued by Standard & Poor's Corporation or by
another nationally recognized credit rating agency;

(iv) repurchase agreements entered into with any bank or
trust company organized under the laws of the United
States of America or any State thereof and having
capital and surplus in an aggregate amount of not less
than $100,000,000 relating to United States of America
government obligations; and

(v) shares of "money market funds", each having net assets
of not less than $100,000,000;

in each case maturing or being due or payable in full not more than 180
days after the Borrower's acquisition thereof.

(b) The acquisition by Omega and its Subsidiaries, on a
consolidated basis, of Healthcare Assets consisting of
Facilities and Mortgages which do not exceed twenty-five
(25%) percent of Healthcare Assets in any single transaction
or series of related transactions as at any date of
determination thereof, prior to giving effect to any such
acquisition.

(c) Investments for working capital purposes in Subsidiaries
that are operating one or more Facilities as a consequence
of a foreclosure, deed-in-lieu of foreclosure, termination
of a lease or similar event, such investments of working
capital to be limited to the amounts reasonably necessary to
maintain the Facilities in compliance with all applicable
laws and to maintain the Facilities' eligibility for
reimbursement as a provider of health care services under
the Medicare and Medicaid programs or any equivalent
government insurance program that is a successor thereto.

(d) (i) Investments in subsidiaries in an amount equal to that
amount, if any, by which One Hundred Million ($100,000,000)
Dollars exceeds the portion of the "Liquidity Commitment"
(as defined in the Investment Agreement) actually funded and
applied to pay the Debentures, provided such Investments may
only be made from and after the payment in full of the
Debentures or, if prior to the payment in full of the
Debentures, upon satisfaction to the Banks that sources of
funds are and will remain available to repay in full the
Debentures, and (ii) Investments in Subsidiaries in an
amount not to exceed Two Hundred Fifty Million
($250,000,000) in the aggregate, in each case, such
subsidiaries or Subsidiaries established for the purpose of
acquiring Facilities leased to one or more operators or
making loans to operators secured by mortgages in favor of
such subsidiaries or Subsidiaries, as the case may be;
provided, however, that in no event shall the aggregate
amount of Investments made under this subsection 7.8(d)
exceed $250,000,0000.

(e) In addition to other Investments permitted by this Section
7.8, other Investments by Omega on a consolidated basis,
which do not exceed Twenty-Five Million ($25,000,000)
Dollars in the aggregate at any time.

(f) As set forth on Schedule 7.8 hereto.

For purposes of this Section 7.8, "Investments" shall mean, by any Person:

(i) the amount paid or committed to be paid, or the value
of property or services contributed or committed to be
contributed, by such Person for or in connection with
the acquisition by such Person of any stock, bonds,
notes, debentures, partnership or other ownership
interests or other securities of any other Person; and

(ii) the amount of any advance, loan or extension of credit
by such Person, to any other Person, or guaranty or
other similar obligation of such Person with respect to
any Indebtedness of such other Person, and (without
duplication) any amount committed to be advanced,
loaned, or extended by such Person to any other Person,
or any amount the payment of which is committed to be
assured by a guaranty or similar obligation by such
Person for the benefit of, such other Person.

Section 7.9. Fiscal Year.

Change its fiscal year.

Section 7.10. ERISA Obligations.

Permit the establishment of any Employee Benefit Plan or amend any Employee
Benefit Plan which establishment or amendment could result in liability to any
Loan Party or increase the obligation for post-retirement welfare benefits of
any Loan Party which liability or increase, individually or together with all
similar liabilities and increases, has a Material Adverse Effect on any Loan
Party.

Section 7.11. Capital Expenditures.

Except as otherwise permitted under this Agreement, make or be or become
obligated to make Capital Expenditures for corporate purposes of the Borrowers
in the aggregate for the Borrowers on a consolidated basis, during each fiscal
year of the Borrowers, in excess of Two Hundred Fifty Thousand ($250,000)
Dollars.

Section 7.12. Use of Cash.

Use, or permit to be used, in any manner or to any extent, each Borrower's
Cash from operations for the benefit of any Person, except: (a) in connection
with the payment or prepayment of expenses (other than Capital Expenditures)
directly incurred for the benefit of each Borrower in the maintenance and
operation of its business, in each case only in the ordinary course of its
business, (b) for the payment of scheduled, required payments of principal and
interest on Indebtedness of each Borrower permitted to exist hereunder, (c)
payments or prepayments of (i) Indebtedness for borrowed money permitted to
exist hereunder provided the final maturity of such Indebtedness is not later
than the Revolving Credit Commitment Termination Date; and (ii) any loan or
loans made by The Provident Bank pursuant to a Loan Agreement dated March 31,
1999 between Omega and The Provident Bank, as the same has been or may be
amended from time to time during the term of this Agreement, and (c) for uses
that are otherwise specifically permitted by this Agreement.

Section 7.13. Transactions with Affiliates.

Except as expressly permitted by this Agreement, directly or indirectly:
(a) make any Investment in an Affiliate; (b) transfer, sell, lease, assign or
otherwise dispose of any assets to an Affiliate; (c) merge into or consolidate
with or purchase or acquire assets from an Affiliate; or (d) enter into any
other transaction directly or indirectly with or for the benefit of any
Affiliate (including, without limitation, guarantees and assumptions of
obligations of an Affiliate); provided, however, that: (i) payments on
Investments expressly permitted by Section 7.8 hereof may be made, (ii) any
Affiliate who is a natural person may serve as an employee or director of Omega
or any Subsidiary and receive reasonable compensation for his services in such
capacity, and (iii) any Borrower may enter into any transaction with an
Affiliate providing for the leasing of property, the rendering or receipt of
services or the purchase or sale of product, inventory and other assets in the
ordinary course of business if the monetary or business consideration arising
therefrom would be substantially as advantageous to such Borrower as the
monetary or business consideration that would obtain in a comparable arm's
length transaction with a Person not an Affiliate.

Section 7.14. Hazardous Material.

Cause or permit: (i) any Hazardous Material to be placed, held, located or
disposed of, on, under or at any Facility or any part thereof, except for such
Hazardous Materials that are necessary for Omega's or any Subsidiary's or any
Operator's operation of its business thereon and which shall be used, stored,
treated and disposed of in compliance with all applicable Environmental Laws and
Regulations or (ii) such Facility or any part thereof to be used as a
collection, storage, treatment or disposal site for any Hazardous Material.
Omega and each Subsidiary acknowledges and agrees that the Agent and the Banks
shall have no liability or responsibility for either:

(i) damage, loss or injury to human health, the environment
or natural resources caused by the presence, disposal,
release or threatened release of Hazardous Materials on
any part of such Facility; or

(ii) abatement and/or clean-up required under any applicable
Environmental Laws and Regulations for a release,
threatened release or disposal of any Hazardous
Materials located at any Facility or used by or in
connection with the Omega's or any Subsidiary's or any
Operator's business.

Section 7.15. Interest Rate Protection.

Permit more than twenty-five (25%) percent of Indebtedness (other than
outstanding Credit Loans), on a consolidated basis, to bear interest at other
than fixed rates; provided, however, that if and to the extent that any such
Indebtedness is subject to an Interest Rate Contract, such Indebtedness shall be
deemed to bear interest at a fixed rate.

Section 7.16. Double Negative Pledge.

Enter into any agreement which prohibits or limits the ability of Omega to
create, incur, assume or suffer to exist any Lien upon any of the issued and
outstanding capital stock of the other Grantors.

Article 8. Events of Default.

If any one or more of the following events ("Events of Default") shall
occur and be continuing, the Commitments shall terminate and the entire unpaid
balance of the principal of and interest on the Notes outstanding and all other
obligations and Indebtedness of each of the Borrowers to the Banks and the Agent
arising hereunder and under the other Loan Documents shall immediately become
due and payable upon written notice to that effect given to each Borrower by the
Agent (except that in the case of the occurrence of any Event of Default
described in Section 8.6 no such notice shall be required), without presentment
or demand for payment, notice of non-payment, protest or further notice or
demand of any kind, all of which are expressly waived by each Borrower:

Section 8.1. Payments.

Failure by any Borrower to make any payment or mandatory repayment of
principal or interest upon any Note or to make any payment of any Fee when due;
or

Section 8.2. Certain Covenants.

Failure by any Borrower to perform or observe any of the agreements of a
Borrower contained in Section 6.9 or Article 7 hereof; or

Section 8.3. Other Covenants.

Failure by any Borrower to perform or observe any other term, condition or
covenant of this Agreement or of any of the other Loan Documents to which it is
a party, which shall remain unremedied for a period of thirty (30) days after
notice thereof shall have been given to such Borrower by the Agent; or

Section 8.4. Other Defaults.

(a) Failure by any Borrower to perform or observe any term,
condition or covenant of any bond, note, debenture, loan
agreement, indenture, guaranty, trust agreement, mortgage or
similar instrument to which it is a party or by which it is
bound, or by which any of its properties or assets may be
affected including, without limitation, any of the
subordinated notes or other agreements or evidences of
Indebtedness covered by any Subordination Agreement (a "Debt
Instrument"), so that, as a result of any such failure to
perform, the Indebtedness included therein or secured or
covered thereby may be declared due and payable prior to the
date on which such Indebtedness would otherwise become due
and payable; or

(b) Any event or condition referred to in any Debt Instrument
shall occur or fail to occur, so that, as a result thereof,
the Indebtedness included therein or secured or covered
thereby may be declared due and payable prior to the date on
which such Indebtedness would otherwise become due and
payable; or

(c) Failure to pay any Indebtedness for borrowed money due at
final maturity or pursuant to demand under any Debt
Instrument;

provided, however, that the provisions of this Section 8.4 shall not be
applicable to any Debt Instrument that on the date this Section 8.4 would
otherwise be applicable thereto, relates to or evidences Indebtedness in a
principal amount of less than $5,000,000; or

Section 8.5. Representations and Warranties.

Any representation or warranty made in writing to the Banks or the Agent in
any of the Loan Documents or in connection with the making of the Loans, or any
certificate, statement or report made or delivered in compliance with this
Agreement, shall have been false or misleading in any material respect when made
or delivered, which in any event results in a Material Adverse Effect; or

Section 8.6. Bankruptcy.

(a) Any Borrower shall make an assignment for the benefit of
creditors, file a petition in bankruptcy, be adjudicated
insolvent, petition or apply to any tribunal for the
appointment of a receiver, custodian, or any trustee for it
or a substantial part of its assets, or shall commence any
proceeding under any bankruptcy, reorganization,
arrangement, readjustment of debt, dissolution or
liquidation law or statute of any jurisdiction, whether now
or hereafter in effect, or any Borrower shall take any
corporate action to authorize any of the foregoing actions;
or there shall have been filed any such petition or
application, or any such proceeding shall have been
commenced against it, that remains undismissed for a period
of thirty (30) days or more; or any order for relief shall
be entered in any such proceeding; or any Borrower by any
act or omission shall indicate its consent to, approval of
or acquiescence in any such petition, application or
proceeding or the appointment of a custodian, receiver or
any trustee for it or any substantial part of any of its
properties, or shall suffer any custodianship, receivership
or trusteeship to continue undischarged for a period of
thirty (30) days or more; or

(b) Any Borrower shall generally not pay its debts as such debts
become due; or

(c) Any Borrower shall have concealed, removed, or permitted to
be concealed or removed, any part of its property, with
intent to hinder, delay or defraud its creditors or any of
them or made or suffered a transfer of any of its property
that may be fraudulent under any bankruptcy, fraudulent
conveyance or similar law; or shall have made any transfer
of its property to or for the benefit of a creditor at a
time when other creditors similarly situated have not been
paid; or shall have suffered or permitted, while insolvent,
any creditor to obtain a Lien upon any of its property
through legal proceedings or distraint that is not vacated
within thirty (30) days from the date thereof; or

Section 8.7. Judgments.

Any judgment against any Borrower or any attachment, levy or execution
against any of its properties for any amount in excess of $2,500,000 shall
remain unpaid, unstayed on appeal, undischarged, unbonded or undismissed for a
period of thirty (30) days or more; or

Section 8.8. ERISA.

(a) The termination of any Plan or the institution by the PBGC
of proceedings for the involuntary termination of any Plan,
in either case, by reason of, or that results or could
result in, a "material accumulated funding deficiency" under
Section 412 of the Code; or

(b) Failure by any Borrower to make required contributions, in
accordance with the applicable provisions of ERISA, to each
of the Plans hereafter established or assumed by it; or

Section 8.9. Material Adverse Effect.

There shall occur a Material Adverse Effect; or

Section 8.10. Ownership.

(a) Any Person, or a group of related Persons, other than
Explorer Holdings, L.P., or any successor or assign thereof,
shall acquire (i) beneficial ownership in excess of 25% of
the outstanding stock of Omega or other voting interest
having ordinary voting powers to elect a majority of the
directors, managers or trustees of Omega (irrespective of
whether at the time stock of any other class or classes
shall have or might have voting power by reason of the
happening of any contingency) or (ii) all or substantially
all of the Investments of Omega, or (b) a majority of the
Board of Directors of Omega, at any time, shall be composed
of Persons other than (i) Persons who were members of the
Board of Directors on the date of this Agreement, or (ii)
Persons who subsequently become members of the Board of
Directors on the date of this Agreement, or (iii) Persons
who subsequently become members of the Board of Directors
and who either (x) are appointed or recommended for election
with the affirmative vote of a majority of the directors in
office as of the date of this Agreement or (y) are appointed
or recommended for election with the affirmative vote of a
majority of the Board of Directors of Omega then in office;
or

Section 8.11. REIT Status, Etc.

Omega shall at any time fail to maintain its REIT Status, or Omega or any
other Borrower shall lose, through suspension, termination, impoundment,
revocation, failure to renew or otherwise, any license or permit if such loss
could result in a Material Adverse Effect on Omega and its Subsidiaries on a
consolidated basis; or

Section 8.12. Environmental.

Omega or any of its Facilities shall become subject to one or more liens
for costs or damages in excess of $5,000,000 individually or in the aggregate
under any Environmental Laws and Regulations and such liens shall remain in
place for 30 days after the creation thereof; or

Section 8.13. Default by Operator.

Ninety (90) days after the occurrence of any default by an Operator in the
payment of amounts which are due and owing under any lease, note, mortgage or
deed of trust (or related security documents) between an Operator and any
Borrower or any other event of default by an Operator under the applicable
lease, note, mortgage or deed of trust (or related security document) as a
result of which such Borrower accelerates the obligations of such Operator, with
respect in each case to an Operator whose aggregate Lease Rental Expense and/or
Mortgage Expense accounts for 15% or more of the aggregate amount of all Lease
Rental Expense and/or Mortgage Expense owing to the Borrowers from all
Operators; or

Section 8.14. Liens.

Any of the Liens created and granted to the Agent for the ratable benefit
of the Banks under the Security Documents shall fail to be valid, first,
perfected Liens, subject to no prior or equal Lien, except as permitted by
Section 7.2 hereof, other than as a result of the Agent's failure to record
and/or file where and/or when appropriate (based on the Borrowers'
representations) the Security Documents and any required continuation
statements.

Article 9. The Agent.

Section 9.1. Appointment, Powers and Immunities.

Each Bank hereby irrevocably appoints and authorizes the Agent to act as
its agent hereunder and the other Loan Documents with such powers as are
specifically delegated to the Agent by the terms of this Agreement and the other
Loan Documents together with such other powers as are reasonably incidental
thereto. The Agent shall have no duties or responsibilities except those
expressly set forth in this Agreement and the other Loan Documents and shall not
be a trustee for any Bank. The Agent shall not be responsible to the Banks for
any recitals, statements, representations or warranties contained in this
Agreement or the other Loan Documents in any certificate or other document
referred to or provided for in, or received by any of them under, this Agreement
or the other Loan Documents, or for the value, validity, effectiveness,
genuineness, enforceability or sufficiency of this Agreement or the other Loan
Documents or any other document referred to or provided for herein or therein or
for the collectibility of the Loans or for the validity, effectiveness or value
of any interest or security covered by the Security Documents or for the value
of any Collateral or for the validity or effectiveness of any assignment,
mortgage, pledge, security agreement, financing statement, document or
instrument, or for the filing, recording, re-filing, continuing or re-recording
of any thereof or for any failure by any Borrower to perform any of its
obligations hereunder or under the other Loan Documents. The Agent may employ
agents and attorneys-in-fact and shall not be answerable, except as to money or
securities received by it or its authorized agents, for the negligence or
misconduct of any such agents or attorneys-in-fact selected by it with
reasonable care. Neither the Agent nor any of its directors, officers, employees
or agents shall be liable or responsible for any action taken or omitted to be
taken by it or them hereunder or the other Loan Documents or in connection
herewith or therewith, except for its or their own gross negligence or willful
misconduct.

Section 9.2. Reliance by Agent.

The Agent shall be entitled to rely upon any certification, notice or other
communication (including any thereof by telephone, telex, telegram or cable)
believed by it to be genuine and correct and to have been signed or sent by or
on behalf of the proper person or persons, and upon advice and statements of
legal counsel, independent accountants and other experts selected by the Agent.
As to any matters not expressly provided for by this Agreement or the other Loan
Documents, the Agent shall in all cases be fully protected in acting, or in
refraining from acting, hereunder or the other Loan Documents in accordance with
instructions signed by the Required Banks, and such instructions of the Required
Banks and any action taken or failure to act pursuant thereto shall be binding
on all of the Banks.

Section 9.3. Events of Default.

The Agent shall not be deemed to have knowledge of the occurrence of a
Default (other than the non-payment of principal of or interest on Loans) unless
the Agent has received notice from a Bank or the Borrower specifying such
Default and stating that such notice is a "Notice of Default". In the event that
the Agent receives such a notice of the occurrence of a

Default, the Agent shall give notice thereof to the Banks (and shall give each
Bank notice of each such non-payment). The Agent shall (subject to Section 9.7
hereof) take such action with respect to such Default as shall be directed by
the Required Banks.

Section 9.4. Rights as a Bank.

With respect to its Commitment and the Loans made by it, the Agent in its
capacity as a Bank hereunder shall have the same rights and powers hereunder as
any other Bank and may exercise the same as though it were not acting as the
Agent, and the term "Bank" or "Banks" shall, unless the context otherwise
indicates, include the Agent in its individual capacity. The Agent, in its
individual capacity, and its Affiliates may (without having to account therefor
to any Bank) accept deposits from, lend money to and generally engage in any
kind of banking, trust or other business with each Borrower or its Affiliates,
as if it were not acting as the Agent, and the Agent may accept fees and other
consideration from each Borrower or its Affiliates, for services in connection
with this Agreement or any of the other Loan Documents or otherwise without
having to account for the same to the Banks.

Section 9.5. Indemnification.

The Banks shall indemnify the Agent (to the extent not reimbursed by each
Borrower under Sections 10.1 and 10.2 hereof), ratably in accordance with the
aggregate principal amount of the Loans made by the Banks (or, if no Loans are
at the time outstanding, ratably in accordance with their respective
Commitments), for any and all liabilities, obligations, losses, damages,
penalties, actions, judgments, suits, costs, expenses or disbursements of any
kind and nature whatsoever that may be imposed on, incurred by or asserted
against the Agent in any way relating to or arising out of this Agreement or any
of the other Loan Documents or any other documents contemplated by or referred
to herein or therein or the transactions contemplated by or referred to herein
or therein or the transactions contemplated hereby and thereby (including,
without limitation, the costs and expenses that each Borrower is obligated to
pay under Sections 10.1 and 10.2 hereof, but excluding, unless a Default has
occurred and is continuing, normal administrative costs and expenses incident to
the performance of its agency duties hereunder or under the Security Documents)
or the enforcement of any of the terms hereof or of the Security Documents, or
of any such other documents, provided that no Bank shall be liable for any of
the foregoing to the extent they arise from the gross negligence or willful
misconduct of the party to be indemnified.

Section 9.6. Non-Reliance on Agent and other Banks.

Each Bank agrees that it has, independently and without reliance on the
Agent or any other Bank, and based on such documents and information as it has
deemed appropriate, made its own credit analysis of each Borrower and decision
to enter into this Agreement and that it will, independently and without
reliance upon the Agent or any other Bank, and based on such documents and
information as it shall deem appropriate at the time, continue to make its own
analysis and decisions in taking or not taking action under this Agreement or
the other Loan Documents. The Agent shall not be required to keep itself
informed as to the performance or observance by each Borrower of this Agreement
or the other Loan Documents or any other document referred to or provided for
herein or therein or to inspect the properties or books of each Borrower. Except
for notices, reports and other documents and information expressly required to
be furnished to the Banks by the Agent hereunder or the other Loan Documents,
the Agent shall not have any duty or responsibility to provide any Bank with any
credit or other information concerning the affairs, financial condition or
business of each Borrower, that may come into the possession of the Agent or any
of its Affiliates.

Section 9.7. Failure to Act.

Except for action expressly required of the Agent hereunder, or under the
Security Documents, the Agent shall in all cases be fully justified in failing
or refusing to act hereunder or thereunder unless it shall be indemnified to its
satisfaction by the Banks against any and all liability and expense that may be
incurred by it by reason of taking or continuing to take any such action.

Section 9.8. Resignation or Removal of Agent.

Subject to the appointment and acceptance of a successor Agent as provided
below, the Agent may resign at any time by giving not less than 10 days' prior
written notice thereof to the Banks and each Borrower and the Agent may be
removed at any time with or without cause by the Required Banks. Upon any such
resignation or removal, the Required Banks shall have the right to appoint a
successor Agent. If no successor Agent shall have been so appointed by the
Required Banks and shall have accepted such appointment within 30 days after the
retiring Agent's giving of notice of resignation or the Required Banks' removal
of the retiring Agent, then the retiring Agent may, on behalf of the Banks,
after consultation with each Borrower, appoint a successor Agent which shall be
a bank that has an office in New York, New York with a combined capital and
surplus of at least $100,000,000. Upon the acceptance of any appointment as
Agent hereunder or under the Security Documents by a successor Agent, such
successor Agent shall thereupon succeed to and become vested with all the
rights, powers, privileges and duties of the retiring Agent, and the retiring
Agent shall be discharged from its duties and obligations hereunder and under
the Security Documents. After any retiring Agent's resignation or removal
hereunder as Agent, the provisions of this Article 9 shall continue in effect
for its benefit in respect of any actions taken or omitted to be taken by it
while it was acting as the Agent.

Section 9.9. Sharing of Payments.

(a) Prior to any acceleration by the Agent and the Banks of the
Obligations:

(i) in the event that any Bank shall obtain payment in
respect of a Note, or interest thereon, whether
voluntarily or involuntarily, and whether through the
exercise of a right of banker's lien, set-off or
counterclaim against each Borrower or otherwise, in a
greater proportion than any such payment obtained by
any other Bank in respect of the corresponding Note
held by it, then the Bank so receiving such greater
proportionate payment shall purchase for cash from the
other Bank or Banks such portion of each such other
Bank's or Banks' Loan as shall be necessary to cause
such Bank receiving the proportionate overpayment to
share the excess payment with each Bank; and

(ii) in the event that any Bank shall obtain payment in
respect of any Interest Rate Contract to which such
Bank is a party, whether voluntarily or involuntarily,
and whether through the exercise of a right of banker's
lien, set-off or counterclaim against each Borrower or
otherwise, such Bank shall be permitted to retain the
full amount of such payment and shall not be required
to share such payment with any other Bank.

(b) Upon or following any acceleration by the Agent and the
Banks of the Obligations, in the event that any Bank shall
obtain payment in respect of a Note, or interest or Fees
thereon, or in respect of an Interest Rate Contract to which
such Bank is a party, or receive any Collateral or proceeds
thereof with respect to any Note or any Interest Rate
Contract to which it is a party, whether voluntarily or
involuntarily, and whether through the exercise of a right
of banker's lien, set-off or counterclaim against each
Borrower or otherwise, in a greater proportion than any such
payment obtained by any other Bank in respect of the
aggregate amount of the corresponding Note held by such Bank
and any Interest Rate Contract to which such Bank is a
party, then the Bank so receiving such greater proportionate
payment or such greater proportionate amount of Collateral,
shall purchase for cash from the other Bank or Banks such
portion of each such other Bank's or Banks' Loan, or shall
provide the other Banks with the benefits of any such
Collateral, or the proceeds thereof, as shall be necessary
to cause such Bank receiving the proportionate overpayment
to share the excess payment or benefits of such Collateral
or proceeds ratably with each Bank. For the purposes of this
subsection 9.9(b), payments on Notes received by each Bank
and receipt of Collateral by each Bank shall be in the same
proportion as the proportion of: (A) the sum of: (x) the
Obligations owing to such Bank in respect of the Note held
by such Bank, plus (y) the Obligations owing to such Bank in
respect of Interest Rate Contracts to which such Bank is
party, if any, to (B) the sum of: (x) the Obligations owing
to all of the Banks in respect of all of the Notes, plus (y)
the Obligations owing to all of the Banks in respect of all
Interest Rate Contracts to which any Bank is a party;
provided, however, that, with respect to subsections
9.9(a)(i) and (b) above, if all or any portion of such
excess payment or benefits is thereafter recovered from the
Bank that received the proportionate overpayment, such
purchase of Loans or payment of benefits, as the case may
be, shall be rescinded, and the purchase price and benefits
returned, to the extent of such recovery, but without
interest unless the Bank from which such payment is
recovered is required to pay interest thereon, in which case
each Bank returning funds to such Bank shall pay its pro
rata share of such interest.

Article 10. Miscellaneous Provisions.

Section 10.1. Fees and Expenses; Indemnity.

The Borrowers will promptly pay all costs of the Agent in preparing the
Loan Documents and all costs and expenses of the issue of the Notes and of each
Borrower's performance of and compliance with all agreements and conditions
contained herein on its part to be performed or complied with (including,
without limitation, the reasonable fees of any consultants to the Agent and the
Banks, and all costs of filing or recording any assignments, mortgages,
financing statements and other documents and all appraisal and environmental
review fees and expenses), and the reasonable fees and expenses and
disbursements of counsel to the Agent in connection with the preparation,
execution and delivery, administration, interpretation and enforcement of this
Agreement, the other Loan Documents and all other agreements, instruments and
documents relating to this transaction, the consummation of the transactions
contemplated by all such documents, the preservation of all rights of the Banks
and the Agent, the negotiation, preparation, execution and delivery of any
amendment, modification or supplement of or to, or any consent or waiver under,
any such document (or any such instrument that is proposed but not executed and
delivered) and with any claim or action threatened, made or brought against any
of the Banks or the Agent arising out of or relating to any extent to this
Agreement, the other Loan Documents or the transactions contemplated hereby or
thereby (other than a claim or action resulting from the gross negligence,
willful misconduct, or intentional violation of law by the Agent and or the
Banks). In addition, the Borrowers will promptly pay all costs and expenses
(including, without limitation, reasonable fees and disbursements of counsel)
suffered or incurred by each Bank in connection with its enforcement of the
payment of the Notes held by it or any other sum due to it under this Agreement
or any of the other Loan Documents or any of its other rights hereunder or
thereunder. In addition to the foregoing, the Borrowers shall indemnify each
Bank and the Agent and each of their respective directors, officers, employees,
attorneys, agents and Affiliates against, and hold each of them harmless from,
any loss, liabilities, damages, claims, costs and expenses (including reasonable
attorneys' fees and disbursements) suffered or incurred by any of them arising
out of, resulting from or in any manner connected with, the execution, delivery
and performance of each of the Loan Documents, the Loans and any and all
transactions related to or consummated in connection with the Loans (other than
as a result of the gross negligence, willful misconduct or intentional violation
of law by the party seeking indemnification), including, without limitation,
losses, liabilities, damages, claims, costs and expenses suffered or incurred by
any Bank or the Agent or any of their respective directors, officers, employees,
attorneys, agents or Affiliates arising out of or related to any Environmental
Liability or Environmental Proceeding, or in investigating, preparing for,
defending against, or providing evidence, producing documents or taking any
other action in respect of any commenced or threatened litigation,
administrative proceeding or investigation under any federal securities law or
any other statute of any jurisdiction, or any regulation, or at common law or
otherwise against the Agent, the Banks or any of their officers, directors,
affiliates, agents or Affiliates, that is alleged to arise out of or is based
upon: (i) any untrue statement or alleged untrue statement of any material fact
of any Borrower and its affiliates in any document or schedule filed with the
Securities and Exchange Commission or any other governmental body; (ii) any
omission or alleged omission to state any material fact required to be stated in
such document or schedule, or necessary to make the statements made therein, in
light of the circumstances under which made, not misleading; (iii) any acts,
practices or omission or alleged acts, practices or omissions of any Borrower or
its agents related to the making of any acquisition, purchase of shares or
assets pursuant thereto, financing of such purchases or the consummation of any
other transactions contemplated by any such acquisitions that are alleged to be
in violation of any federal securities law or of any other statute, regulation
or other law of any jurisdiction applicable to the making of any such
acquisition, the purchase of shares or assets pursuant thereto, the financing of
such purchases or the consummation of the other transactions contemplated by any
such acquisition; or (iv) any withdrawals, termination or cancellation of any
such proposed acquisition for any reason whatsoever. The indemnity set forth
herein shall be in addition to any other obligations or liabilities of any
Borrower to the Agent and the Banks hereunder or at common law or otherwise. The
provisions of this Section 10.1 shall survive the payment of the Notes and the
termination of this Agreement.

Section 10.2. Taxes.

If, under any law in effect on the date of the closing of any Loan
hereunder, or under any retroactive provision of any law subsequently enacted,
it shall be determined that any Federal, state or local tax is payable in
respect of the issuance of any Note, or in connection with the filing or
recording of any assignments, mortgages, financing statements, or other
documents (whether measured by the amount of Indebtedness secured or otherwise)
as contemplated by this Agreement, then each Borrower will pay any such tax and
all interest and penalties, if any, and will indemnify the Banks and the Agent
against and save each of them harmless from any loss or damage resulting from or
arising out of the nonpayment or delay in payment of any such tax. If any such
tax or taxes shall be assessed or levied against any Bank or any other holder of
a Note, such Bank, or such other holder, as the case may be, may notify each
Borrower and make immediate payment thereof, together with interest or penalties
in connection therewith, and shall thereupon be entitled to and shall receive
immediate reimbursement therefor from each Borrower. Notwithstanding any other
provision contained in this Agreement, the covenants and agreements of the
Borrowers in this Section 10.2 shall survive payment of the Notes and the
termination of this Agreement.

Section 10.3. Payments.

As set forth in Article 2 hereof, all payments by each Borrower on account
of principal, interest, fees and other charges (including any indemnities) shall
be made to the Agent at the Principal Office of the Agent, in lawful money of
the United States of America in immediately available funds, by wire transfer or
otherwise, not later than 11:00 A.M. New York City time on the date such payment
is due. Any such payment made on such date but after such time shall, if the
amount paid bears interest, be deemed to have been made on, and interest shall
continue to accrue and be payable thereon until, the next succeeding Business
Day. Except as otherwise provided in the definition of "Interest Period", if any
payment of principal or interest becomes due on a day other than a Business Day,
such payment may be made on the next succeeding Business Day and such extension
shall be included in computing interest in connection with such payment. All
payments hereunder and under the Notes shall be made without set-off or
counterclaim and in such amounts as may be necessary in order that all such
payments shall not be less than the amounts otherwise specified to be paid under
this Agreement and the Notes (after withholding for or on account of: (i) any
present or future taxes, levies, imposts, duties or other similar charges of
whatever nature imposed by any government or any political subdivision or taxing
authority thereof, other than any tax (except those referred to in clause (ii)
below) on or measured by the net income of the Bank to which any such payment is
due pursuant to applicable federal, state and local income tax laws, and (ii)
deduction of amounts equal to the taxes on or measured by the net income of such
Bank payable by such Bank with respect to the amount by which the payments
required to be made under this sentence exceed the amounts otherwise specified
to be paid in this Agreement and the Notes). Upon payment in full of any Note
issued to any Bank and/or termination of any Bank's Commitment, the Bank holding
such Note shall mark the Note "Paid" and return it to the Borrower specified on
such Note.

Section 10.4. Survival of Agreements and Representations;
Construction.

All agreements, representations and warranties made herein shall survive
the delivery of this Agreement and the Notes. The headings used in this
Agreement and the table of contents are for convenience only and shall not be
deemed to constitute a part hereof. All uses herein of the masculine gender or
of singular or plural terms shall be deemed to include uses of the feminine or
neuter gender, or plural or singular terms, as the context may require.

Section 10.5. Lien on and Set-off of Deposits.

As security for the due payment and performance of all the Obligations,
each Borrower hereby grants to Agent for the ratable benefit of the Banks a Lien
on any and all deposits or other sums at any time credited by or due from the
Agent or any Bank to the Borrower, whether in regular or special depository
accounts or otherwise, and any and all monies, securities and other property of
the Borrower, and the proceeds thereof, now or hereafter held or received by or
in transit to any Bank or the Agent from or for such Borrower, whether for
safekeeping, custody, pledge, transmission, collection or otherwise, and any
such deposits, sums, monies, securities and other property, may at any time
after the occurrence and during the continuance of any Event of Default be
set-off, appropriated and applied by any Bank or the Agent against any of the
Obligations, whether or not any of such Obligations is then due or is secured by
any collateral. or, if it is so secured, whether or not the collateral held by
the Agent is considered to be adequate, all as set forth in and pursuant to
Section 2.20 hereof.

Section 10.6. Modifications, Consents and Waivers; Entire
Agreement

No modification, amendment or waiver of or with respect to any provision of
this Agreement, any Notes, or any of the other Loan Documents and all other
agreements, instruments and documents delivered pursuant hereto or thereto, nor
consent to any departure by any Borrower from any of the terms or conditions
thereof, shall in any event be effective unless it shall be in writing and
signed by the Agent and each Bank except that: (i) any modification or amendment
of, or waiver or consent with respect to, Article 4 shall be required to be
signed only by the Agent and the Required Banks (provided, however, that the
consummation of a Loan by a Bank shall be deemed, with respect to such Loan
only, to have the effect of the execution by such Bank of a waiver of, or
consent to a departure from, any term or provision of Article 4 that has not
been satisfied as of the date of the consummation of such Loan); and (ii) any
modification or amendment of, or waiver or consent with respect to, Articles 1
(other than the definitions of "Alternate Base Rate", "Applicable Margin",
"Commitment", "Commitment Fee Percentage", "Federal Funds Rate", "Interest
Period", "L/C Fee", "L/C Fee Percentage", "LIBOR Base Rate", "LIBOR Rate",
"Post-Default Rate", "Prime Rate", "Quarterly Dates", "Required Banks", "Reserve
Requirement", "Revolving Credit Commitment", "Revolving Credit Commitment
Termination Date", "Total Revolving Credit Commitment", "Tranche A Revolving
Credit Commitment", and "Tranche B Revolving Credit Commitment"), 5, 6, 7, 8
(other than the preamble to Article 8 or Section 8.1 hereof) and 10 (other than
this Section 10.6) may be signed only by the Agent and the Required Banks. Any
such waiver or consent shall be effective only in the specific instance and for
the purpose for which given. No consent to or demand on any Borrower in any case
shall, of itself, entitle it to any other or further notice or demand in similar
or other circumstances. This Agreement and the other Loan Documents embody the
entire agreement and understanding among the Banks, the Agent and the Borrowers
and supersede all prior agreements and understandings relating to the subject
matter hereof.

Section 10.7. Remedies Cumulative; Counterclaims.

Each and every right granted to the Agent and the Banks hereunder or under
any other document delivered hereunder or in connection herewith, or allowed it
by law or equity, shall be cumulative and may be exercised from time to time. No
failure on the part of the Agent or any Bank or the holder of any Note to
exercise, and no delay in exercising, any right shall operate as a waiver
thereof, nor shall any single or partial exercise of any right preclude any
other or future exercise thereof or the exercise of any other right. The due
payment and performance of the Obligations shall be without regard to any
counterclaim, right of offset or any other claim whatsoever that any Borrower
may have against any Bank or the Agent and without regard to any other
obligation of any nature whatsoever that any Bank or the Agent may have to any
Borrower, and no such counterclaim or offset shall be asserted by any Borrower
(unless such counterclaim or offset would, under applicable law, be permanently
and irrevocably lost if not brought in such action) in any action, suit or
proceeding instituted by any Bank or the Agent for payment or performance of the
Obligations .

Section 10.8. Further Assurances.

At any time and from time to time, upon the request of the Agent, each
Borrower shall execute, deliver and acknowledge or cause to be executed,
delivered and acknowledged, such further documents and instruments and do such
other acts and things as the Agent may reasonably request in order to fully
effect the purposes of this Agreement, the other Loan Documents and any other
agreements, instruments and documents delivered pursuant hereto or in connection
with the Loans.

Section 10.9. Notices.

All notices, requests, reports and other communications pursuant to this
Agreement shall be in writing, either by letter (delivered by hand or commercial
messenger service or sent by certified mail, return receipt requested, except
for routine reports delivered in compliance with Article 5 hereof which may be
sent by ordinary first-class mail) or telegram or telecopy, addressed as
follows:

(a) If to the Borrowers:

c/o Omega Healthcare Investors, Inc.
900 Victors Way, Suite 350
Ann Arbor, Michigan 48108
Attention: Essel W. Bailey,Jr., President
Susan Allene Kovach, General Counsel
Telecopier No: (734) 887-0201

with a copy to:

Dykema Gossett PLLC
1577 North Woodward Avenue/Suite 300
Bloomfield Hills, Michigan 48304-282
Attention: Fred J.Fechheimer, Esq.
Telecopier No.: (810) 540-0763

(b) If to any Bank:

To its address set forth below its name on the signature
pages hereof, with a copy to the Agent; and

(c) If to the Agent:

Fleet Bank, N.A., as Agent
1185 Avenue of the Americas
New York, New York 1003
Attention: Mr. Christian J. Covello
Telecopier No.: (212) 819-4120

with a copy (other than in the case of Borrowing Notices and
reports and other documents delivered in compliance with
Article 5 hereof) to:

Emmet, Marvin & Martin, LLP
120 Broadway
New York, New York 10271
Attention: Richard S. Talesnick, Esq.
Telecopier No.: (212) 238-3100

Any notice, request, demand or other communication hereunder shall be
deemed to have been given on: (x) the day on which it is telecopied to such
party at its telecopier number specified above (provided such notice shall be
effective only if followed by one of the other methods of delivery set forth
herein) or delivered by receipted hand or such commercial messenger service to
such party at its address specified above, or (y) on the third Business Day
after the day deposited in the mail, postage prepaid, if sent by mail, or (z) on
the day it is delivered to the telegraph company, addressed as aforesaid, if
sent by telegraph. Any party hereto may change the Person, address or telecopier
number to whom or which notices are to be given hereunder, by notice duly given
hereunder; provided, however, that any such notice shall be deemed to have been
given hereunder only when actually received by the party to which it is
addressed.

Section 10.10. Counterparts.

This Agreement may be signed in any number of counterparts with the same
effect as if the signatures thereto and hereto were upon the same instrument.

Section 10.11. Severability.

The provisions of this Agreement are severable, and if any clause or
provision hereof shall be held invalid or unenforceable in whole or in part in
any jurisdiction, then such invalidity or unenforceability shall affect only
such clause or provision, or part thereof, in such jurisdiction and shall not in
any manner affect such clause or provision in any other jurisdiction, or any
other clause or provision in this Agreement in any jurisdiction. Each of the
covenants, agreements and conditions contained in this Agreement is independent
and compliance by the Borrower with any of them shall not excuse non-compliance
by the Borrower with any other. All covenants hereunder shall be given
independent effect so that if a particular action or condition is not permitted
by any of such covenants, the fact that it would be permitted by an exception
to, or be otherwise within the limitations of, another covenant shall not avoid
the occurrence of a Default or an Event of Default if such action is taken or
condition exists.

Section 10.12. Binding Effect; No Assignment or Delegation by
Borrowers.

This Agreement shall be binding upon and inure to the benefit of each of
the Borrowers and their respective successors and to the benefit of the Banks
and the Agent and their respective successors and assigns. The rights and
obligations of each Borrower under this Agreement shall not be assigned or
delegated without the prior written consent of the Agent and the Required Banks,
and any purported assignment or delegation without such consent shall be void.

Section 10.13. Assignments and Participations by Banks.

(a) Each Bank may assign to one or more banks or other entities
all or a portion of its rights and obligations under this
Agreement (including, without limitation, all or a portion
of its Commitment, the Loans owing to it, and the Note or
Notes held by it); provided, however, that: (i) the
Borrowers (unless an Event of Default has occurred) and the
Agent must give prior written consent to such assignment
(unless such assignment is to an Affiliate of such Bank),
which consent shall not be unreasonably withheld or delayed,
(ii) the parties to each such assignment shall execute and
deliver to the Agent an Assignment and Acceptance, and a
processing fee of $3,500.00, (iii) each such assignment
shall be of a constant, and not a varying, percentage of all
of the assigning Bank's rights and obligations under this
Agreement, (iv) the amount of the Revolving Credit
Commitment of the assigning Bank being assigned pursuant to
each such assignment (determined as of the date of the
Assignment and Acceptance with respect to such assignment)
shall in no event be less than $5,000,000 and shall be an
integral multiple of $1,000,000, (v) each such assignment
shall be to an Eligible Assignee, and (vi) each such
assignment shall be on a pro rata basis according to the
amount of the assigning Bank's Commitment. Upon such
execution, delivery and acceptance, from and after the
effective date specified in each Assignment and Acceptance,
which effective date shall be at least five (5) Business
Days after the execution thereof: (x) the assignee
thereunder shall be a party hereto and, to the extent that
rights and obligations hereunder have been assigned to it
pursuant to such Assignment and Acceptance, have the rights
and obligations of a Bank hereunder, and (y) the Bank
assignor thereunder shall, to the extent that rights and
obligations hereunder have been assigned by it pursuant to
such Assignment and Acceptance, relinquish its rights and be
released from its obligations under this Agreement (and, in
the case of an Assignment and Acceptance covering all or the
remaining portion of an assigning Bank's rights and
obligations under this Agreement, such Bank shall cease to
be a party hereto).

(b) By executing and delivering an Assignment and Acceptance,
the Bank assignor thereunder and the assignee thereunder
confirm to and agree with each other and the other parties
hereto as follows: (i) other than as provided in such
Assignment and Acceptance, such assigning Bank makes no
representation or warranty and assumes no responsibility
with respect to any statements, warranties or
representations made in or in connection with this Agreement
or the execution, legality, validity, enforceability,
genuineness, sufficiency or value of this Agreement or any
other instrument or document furnished pursuant hereto; (ii)
such assigning Bank makes no representation or warranty and
assumes no responsibility with respect to the financial
condition of each Borrower or the performance or observance
by each Borrower of any of its obligations under this
Agreement or any other instrument or document furnished
pursuant hereto; (iii) such assignee confirms that it has
received a copy of this Agreement, together with copies of
such financial statements and such other documents and
information as it has deemed appropriate to make its own
credit analysis and decision to enter into such Assignment
and Acceptance; (iv) such assignee will, independently and
without reliance upon the Agent, such assigning Bank or any
other Bank and based on such documents and information as it
shall deem appropriate at the time, continue to make its own
credit decisions in taking or not taking action under this
Agreement; (v) such assignee confirms that it is an Eligible
Assignee; (vi) such assignee appoints and authorizes the
Agent to take such action as agent on its behalf and to
exercise such powers under this Agreement as are delegated
to the Agent by the terms hereof, together with such powers
as are reasonably incidental thereto; and (vii) such
assignee agrees that it will perform in accordance with
their terms all of the obligations which by the terms of
this Agreement are required to be performed by it as a Bank.

(c) Upon its receipt of an Assignment and Acceptance executed by
an assigning Bank and an assignee representing that it is an
Eligible Assignee, together with any Note subject to such
assignment, the Agent shall: (i) accept such Assignment and
Acceptance, and (ii) give prompt notice thereof to the
Borrowers. Within five Business Days after its receipt of
such notice, the Borrowers, at their own expense, shall
execute and deliver to the Agent in exchange for the
surrendered Note(s) a new Note(s) to the order of such
Eligible Assignee in an amount equal to the Revolving Credit
Commitment assumed by it pursuant to such Assignment and
Acceptance and, if the assigning Bank has retained a
Revolving Credit Commitment hereunder, a new Note(s) to the
order of the assigning Bank in an amount equal to the
Revolving Credit Commitment retained by it hereunder. Such
new Note(s) shall be in an aggregate principal amount equal
to the aggregate principal amount of such surrendered
Note(s), shall be dated the effective date of such
Assignment and Acceptance and shall otherwise be in
substantially the form of Exhibit A hereto.

(d) Each Bank may, without the prior consent of the Agent, the
other Banks or the Borrowers, sell participations to one or
more banks or other entities in all or a portion of its
rights and obligations under this Agreement (including,
without limitation, all or a portion of its Revolving Credit
Commitment, the Loans owing to it, and the Note(s) held by
it; provided, however, that: (i) such Bank's obligations
under this Agreement (including, without limitation, its
Revolving Credit Commitment hereunder) shall remain
unchanged, (ii) such Bank shall remain solely responsible to
the other parties hereto for the performance of such
obligations, (iii) such Bank shall remain the holder of any
such Note(s) for all purposes of this Agreement, and the
Borrowers, the Agent and the other Banks shall continue to
deal solely and directly with such Bank in connection with
such Bank's rights and obligations under this Agreement.

(e) Any Bank may, in connection with any assignment or
participation or proposed assignment or participation
pursuant to this Section 10.13, disclose to the assignee or
participant or proposed assignee or participant, any
information relating to any Borrower furnished to such Bank
by or on behalf of such Borrower; provided that, prior to
any such disclosure, the assignee or participant or proposed
assignee or participant shall agree to preserve the
confidentiality of any confidential information relating to
such Borrower received by it from such Bank.

(f) Anything in this Section 10.13 to the contrary
notwithstanding, any Bank may assign and pledge all or any
portion of its Loans and its Notes to any Federal Reserve
Bank (and its transferees) as collateral security pursuant
to Regulation A of the Board of Governors of the Federal
Reserve System and any Operating Circular issued by such
Federal Reserve Bank. No such assignment shall release the
assigning Bank from its obligations hereunder.

Section 10.14. Delivery of Tax Forms.

Each Bank that is not organized under the laws of the United States or a
state thereof shall:

(a) deliver to the Borrowers and the Agent, on or prior to the
date of the execution and delivery of this Agreement or the
date on which it becomes a Bank hereunder, (i) two accurate
and duly completed executed copies of United States IRS Form
1001 or 4224, or successor applicable form, as the case may
be, and (ii) an accurate and complete IRS Form W-8 or W-9,
or successor applicable form, as the case may be;

(b) deliver to the Borrowers and the Agent two further accurate
and complete executed copies of any such form or
certification on or before the date that any such form or
certification expires or becomes obsolete and after the
occurrence of any event requiring a change in the most
recent form previously delivered by it to the Borrowers; and

(c) obtain such extensions of time for filing and completing
such forms or certifications as may reasonably be requested
by the Borrowers or the Agent;

unless in any such case under clause (b) above an event (including, without
limitation, any change in treaty, law or regulation) has occurred prior to the
date on which any such delivery would otherwise be required which renders all
such forms inapplicable or which would prevent such Bank from duly completing
and delivering any such form with respect to it and such Bank so advises the
Borrowers and the Agent. Such Bank shall certify (i) in the case of a Form
W-8BEN or Form W-8ECUI that is provided pursuant to Section 10.14(a), that it is
entitled to receive payments under this Agreement without deduction or
withholding of any United States Federal income taxes; (ii) in the case of an
IRS Form W-8BEN or Form W-8ECUI that is provided pursuant to subsection
10.14(b), to the extent legally entitled to do so, that it is entitled to
receive payments under this Agreement without, or at a reduced rate of,
deduction or withholding of any United States Federal income taxes; and (iii)
and in the case of a Form W-8 or W-9, that it is entitled to an exemption from
United States backup withholding tax. Each Person not organized under the laws
of the United States or a state thereof that is an assignee hereunder shall,
prior to the effectiveness of the related transfer, be required to provide all
of the forms and statements required pursuant to this Section 10.14.

Section 10.15. GOVERNING LAW; CONSENT TO JURISDICTION; WAIVER OF
TRIAL BY JURY.

(a) THIS AGREEMENT, THE OTHER LOAN DOCUMENTS AND ALL OTHER
DOCUMENTS AND INSTRUMENTS EXECUTED AND DELIVERED IN
CONNECTION HEREWITH AND THEREWITH, SHALL BE GOVERNED BY, AND
CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF
THE STATE OF NEW YORK WITHOUT REGARD TO ITS RULES PERTAINING
TO CONFLICTS OF LAWS.

(b) EACH BORROWER IRREVOCABLY CONSENTS THAT ANY LEGAL ACTION OR
PROCEEDING AGAINST IT UNDER, ARISING OUT OF OR IN ANY MANNER
RELATING TO THIS AGREEMENT, AND EACH OTHER LOAN DOCUMENT MAY
BE BROUGHT IN ANY COURT OF THE STATE OF NEW YORK, COUNTY OF
NEW YORK, OR IN THE UNITED STATES DISTRICT COURT FOR THE
SOUTHERN DISTRICT OF NEW YORK. EACH BORROWER, BY THE
EXECUTION AND DELIVERY OF THIS AGREEMENT, EXPRESSLY AND
IRREVOCABLY ASSENTS AND SUBMITS TO THE PERSONAL JURISDICTION
OF ANY OF SUCH COURTS IN ANY SUCH ACTION OR PROCEEDING. EACH
BORROWER FURTHER IRREVOCABLY CONSENTS TO THE SERVICE OF ANY
COMPLAINT, SUMMONS, NOTICE OR OTHER PROCESS RELATING TO ANY
SUCH ACTION OR PROCEEDING BY DELIVERY THEREOF TO IT BY HAND
OR BY MAIL IN THE MANNER PROVIDED FOR IN SECTION 10.9
HEREOF. EACH BORROWER HEREBY EXPRESSLY AND IRREVOCABLY
WAIVES ANY CLAIM OR DEFENSE IN ANY SUCH ACTION OR PROCEEDING
BASED ON ANY ALLEGED LACK OF PERSONAL JURISDICTION, IMPROPER
VENUE OR FORUM NON CONVENIENS OR ANY SIMILAR BASIS. EACH
BORROWER SHALL NOT BE ENTITLED IN ANY SUCH ACTION OR
PROCEEDING TO ASSERT ANY DEFENSE GIVEN OR ALLOWED UNDER THE
LAWS OF ANY STATE OTHER THAN THE STATE OF NEW YORK UNLESS
SUCH DEFENSE IS ALSO GIVEN OR ALLOWED BY THE LAWS OF THE
STATE OF NEW YORK. NOTHING IN THIS SECTION 10.14 SHALL
AFFECT OR IMPAIR IN ANY MANNER OR TO ANY EXTENT THE RIGHT OF
ANY BANK TO COMMENCE LEGAL PROCEEDINGS OR OTHERWISE PROCEED
AGAINST THE BORROWER IN ANY JURISDICTION OR TO SERVE PROCESS
IN ANY MANNER PERMITTED BY LAW.

(c) EACH BORROWER, THE BANKS AND THE AGENT WAIVE TRIAL BY JURY
IN ANY LITIGATION IN ANY COURT WITH RESPECT TO, IN
CONNECTION WITH, OR ARISING OUT OF, THIS AGREEMENT, ANY OF
THE OTHER LOAN DOCUMENTS, OR ANY INSTRUMENT OR DOCUMENT
DELIVERED PURSUANT TO THIS AGREEMENT, OR THE VALIDITY,
PERFECTION, INTERPRETATION, COLLECTION OR ENFORCEMENT
THEREOF.

Section 10.16. Joint and Several Obligations.

All of the Obligations, indebtedness, liabilities, undertakings,
representations and warranties of the Borrowers hereunder shall be joint and
several obligations of the Borrowers.

[Signature Pages to Follow]

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed on the date first above written.

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 /s/ Susan Allene Kovach,
------------------------------
as an executive officer of all of the aforementioned entities, has
executed this Loan Agreement and intending that all entities above named
are bound and are to be bound by the one signature as if he had executed
this Loan Agreement separately for each of the above named entities.

Signature Page to Loan Agreement dated June 15, 2000 among
Omega Healthcare Investors, Inc., and certain of its Subsidiaries,
the Banks party thereto, and Fleet Bank, N.A. as Agent

Tranche A
Revolving Credit Commitment:
- - ----------------------------
$21,434,240.16 FLEET BANK, N.A., as Agent
and as a Bank
By /s/ Christian J. Covello
Tranche B ----------------------------
Revolving Credit Commitment: Vice President
- - ----------------------------
$7,003,259.84

Lending Office for Prime Rate Loans and LIBOR Loans:

1185 Avenue of the Americas New York, New York 10036

Attention: Mr. Christian J. Covello

Address for Notices:

Fleet Bank, N.A.
1185 Avenue of the Americas
New York, New York 10036

Attention: Mr. Christian J. Covello

Telecopier: (212) 819-4110

Tranche A
Revolving Credit Commitment:
- - ----------------------------
$14,839,089.34 DRESDNER BANK AG, NEW YORK BRANCH
and GRAND CAYMAN BRANCH
By:/s/ Andrew P. Nesi
Tranche B ---------------------
Revolving Credit Commitment: Name: Andrew P. Nesi
- - ---------------------------- Title:First Vice President
$4,848,410.66

By:/s/ Debra A. Ritzler
-----------------------
Name: Debra A. Ritzler
Title: Assistant Vice President

Lending Office for Prime Rate Loans:

Dresdner Bank AG, Grand Cayman Branch,
c/o Dresdner Bank AG, New York Branch
75 Wall Street
New York, New York 10005
Attn:

Lending Office for LIBOR Loans:

Dresdner Bank AG, New York Branch
and Grand Cayman Branch
75 Wall Street
New York, New York 10005
Attn:

Address for Notices:

Dresdner Bank AG, New York Branch
75 Wall Street
New York, New York 10005
Attn:

Telecopier No.: (212) 429-2130

Tranche A
Revolving Credit Commitment:
- - ----------------------------
$14,839,089.34 HARRIS TRUST AND SAVINGS BANK

By:/s/ Kirby M. Law
Tranche B -------------------
Revolving Credit Commitment: Vice President
- - ----------------------------
$4,848,410.66

Lending Office for Prime Rate Loans
and LIBOR Loans:

111 West Monroe Street
Chicago, Illinois 60603

Attention: Mr. Jeffrey Nicholson

Address for Notices:

Harris Trust and Savings Bank
111 West Monroe Street
Chicago, Illinois 60603

Attention: Mr. Jeffrey Nicholson

Telecopier: (312) 461-5225

Tranche A
Revolving Credit Commitment:
- - ----------------------------
$28,029,390.97 BANK ONE, MICHIGAN

By: /s/ J. Greg Mickens
Tranche B ------------------------
Revolving Credit Commitment: Vice President
- - ----------------------------
$9,158,109.03
Lending Office for Prime Rate Loans
and LIBOR Loans:

611 Woodward Avenue
Detroit, Michigan 48226

Attention:

Address for Notices:

Bank One, Michigan
611 Woodward Avenue
Detroit, Michigan 48226

Attention:

Telecopier: (313) 226-0857

Tranche A
Revolving Credit Commitment:
- - ----------------------------
$13,190,301.63 FOOTHILL INCOME TRUST, L.P.
By FIT-GP, LLC

Tranche B By: /s/ M. Edward Stearns
-------------------------
Revolving Credit Commitment: Managing Member
- - ----------------------------
$4,309,698.37

Lending Office for Prime Rate Loans
and LIBOR Loans:

11111 Santa Monica Boulevard
Suite 1500
Los Angeles, California 90025-3333
Attention: Mr. M. Edward Stearns

Address for Notices:

11111 Santa Monica Boulevard
Suite 1500
Los Angeles, California 90025-3333
Attention: Mr. M. Edward Stearns

Telecopier:

Tranche A
Revolving Credit Commitment:
- - ----------------------------
$9,892,726.23 MICHIGAN NATIONAL BANK

By: /s/ Draga B. Palincas
Tranche B ----------------------
Revolving Credit Commitment: Vice President
- - ----------------------------

$3,232,273.77

Lending Office for Prime Rate Loans
and LIBOR Loans:

Michigan National Bank
27777 Inkster Road
Farmington Hills, MI 48333-9065

Attention: Ms. Draga Palincas

Address for Notices:

Michigan National Bank
27777 Inkster Road
Farmington Hills, MI 48333-9065

Attention: Ms. Draga Palincas

Telecopier: (810) 473-4345

Tranche A
Revolving Credit Commitment:
- - ----------------------------
$9,892,726.23 LASALLE BANK NATIONAL ASSOCIATION

Tranche B By /s/ Jody Staszesky
----------------------
Revolving Credit Commitment: Senior Vice President
- - ----------------------------

$3,232,273.77
Lending Office for Prime Rate Loans
and LIBOR Loans:

LaSalle Bank National Association
135 South LaSalle Street
Chicago, Illinois 60603

Attention: Ms. Jody Staszesky

Address for Notices:
LaSalle Bank National Association
135 South LaSalle Street
Chicago, Illinois 60603

Attention: Ms. Jody Staszesky

Telecopier: (312) 904-6457

Tranche A
Revolving Credit Commitment:
- - ----------------------------
$11,871,271.47 BHF (USA) CAPITAL CORPORATION

By: /s/ Richard Cameron
Tranche B ---------------------
Revolving Credit Commitment: Vice President
- - ----------------------------
$3,878,728.53

Lending Office for Prime Rate Loans
and LIBOR Loans:

BHF (USA) Capital Corporation
590 Madison Avenue
New York, New York 10022-2540

Attention: Mr. John Zapalac

Address for Notices:

BHF (USA) Capital Corporation
590 Madison Avenue
New York, New York 10022-2540

Attention: Mr. John Zapalac

Telecopier: (212) 756-5536

Tranche A
Revolving Credit Commitment:
- - ----------------------------
$7,914,180.98 KBC N.V.
By: /s/ Robert Snauffer
-----------------------
Vice President

By /s/ Raymond Murray
Tranche B ---------------------
Revolving Credit Commitment: First Vice President
- - ----------------------------
$2,585,819.02
Lending Office for Prime Rate Loans:

KBC N.V.
125 West 55th Street
New York, New York 10019
Attention:

Lending Office for LIBOR Loans:

KBC N.V.
125 West 55th Street
New York, New York 10019
Attention:

Address for Notices:

KBC N.V.
125 West 55th Street
New York, New York 10019
Attention:

Telecopier: (212) 541-0657

EXHIBITS AND SCHEDULES TO
LOAN AGREEMENT
BY AND AMONG
OMEGA HEALTHCARE INVESTORS, INC.
AND CERTAIN OF ITS SUBSIDIARIES,
THE BANKS SIGNATORY HERETO
AND
FLEET BANK, N.A., AS AGENT

EXHIBITS
- - --------

1 List of Borrowers

2 List of Approved Operators

A-1 Form of Tranche A Note

A-2 Form of Tranche B Note

B Form of Assignment and Acceptance

C Form of Compliance Certificate

SCHEDULES
- - ---------

2.10 Collateral Facilities

3.1 States of Incorporation, Organization and Qualification,
and Capitalization of Borrowers and Subsidiaries

3.2 Required Consents

3.6 Judgments, Actions, Proceedings

3.7 Existing Defaults

3.8 Burdensome Documents

3.9 Material Liabilities and Obligations in Addition to those
Disclosed on the Company's Financial Statements

3.13 Name Changes, Mergers, Acquisitions

3.16 Employee Benefit Plans

7.1 Permitted Indebtedness and Guaranties

7.2 Permitted Liens

7.8 Permitted Investments

EXHIBIT 1
TO LOAN AGREEMENT
BY AND AMONG
OMEGA HEALTHCARE INVESTORS, INC.
AND CERTAIN OF ITS SUBSIDIARIES
THE BANKS SIGNATORY HERETO
AND
FLEET BANK, N.A., AS AGENT
--------------------------

LIST OF BORROWERS
-----------------

Name of Borrower State of Organization
- - ---------------- ---------------------
Omega Healthcare Investors, Inc. Maryland
Delta Investors I, LLC Maryland
Delta Investors II, LLC Maryland
Jefferson Clark, Inc. Maryland
NRS Ventures, L.L.C. Kentucky
OHI (Clemmons), Inc. North Carolina
OHI (Florida), Inc. Florida
OHI (Greensboro), Inc. North Carolina
OHI (Illinois), Inc. Illinois
OHI (Iowa), Inc. Iowa
OHI (Kansas), Inc. Kansas
OHI of Texas, Inc. Maryland
Omega (Kansas), Inc. Kansas
OS Leasing Company Kentucky
Sterling Acquisition Corp. Kentucky
Sterling Acquisition Corp. II Kentucky

EXHIBIT 2
TO LOAN AGREEMENT
BY AND AMONG
OMEGA HEALTHCARE INVESTORS, INC.
AND CERTAIN OF ITS SUBSIDIARIES
THE BANKS SIGNATORY HERETO
AND
FLEET BANK, N.A., AS AGENT
--------------------------

LIST OF APPROVED OPERATORS
--------------------------

Essex Healthcare Corporation
HQM of Floyd County
Integrated Health Services, Inc.
Lyric Health Care Holdings, LLC
Peak Medical of Idaho, Inc.
Sun Healthcare Group, Inc.
Tiffany Care Centers, Inc.
TLC Health care of Illinois, Inc.
Genesis
Vencor
Washington N&R

EXHIBIT A-1
TO LOAN AGREEMENT
BY AND AMONG
OMEGA HEALTHCARE INVESTORS, INC.
AND CERTAIN OF ITS SUBSIDIARIES,
THE BANKS SIGNATORY HERETO
AND
FLEET BANK, N.A., AS AGENT
--------------------------

FORM OF TRANCHE A NOTE
----------------------

$____________ Dated: _______, 2000

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 Tranche A 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 Bank,
N.A., as Agent (the "Agent") on behalf of the Bank, at its office determined in
accordance with the Agreement in immediately available funds. The Tranche A
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 Tranche 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,
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.

EXHIBIT A-2
TO LOAN AGREEMENT
BY AND AMONG
OMEGA HEALTHCARE INVESTORS, INC.
AND CERTAIN OF ITS SUBSIDIARIES,
THE BANKS SIGNATORY HERETO
AND
FLEET BANK, N.A., AS AGENT
--------------------------

FORM OF TRANCHE B NOTE
----------------------

$____________ Dated: _______, 2000

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 Tranche B 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 Bank,
N.A., as Agent (the "Agent") on behalf of the Bank, at its office determined in
accordance with the Agreement in immediately available funds. The Tranche B
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 Tranche B 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,
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.

EXHIBIT B
TO LOAN AGREEMENT
BY AND AMONG
OMEGA HEALTHCARE INVESTORS, INC.
AND CERTAIN OF ITS SUBSIDIARIES,
THE BANKS SIGNATORY HERETO
AND
FLEET BANK, N.A., AS AGENT
--------------------------

FORM OF ASSIGNMENT AND ACCEPTANCE
---------------------------------

Dated ___________

Reference is hereby made to the Loan Agreement dated June 15, 2000 (as
amended prior to the Effective Date referred to below, the "Loan Agreement") by
and among Omega Healthcare Investors, Inc. and certain of its Subsidiaries
(collectively, the "Borrowers"), the Banks signatory thereto (collectively, the
"Banks") and Fleet Bank, N.A. in its capacity as agent for the Banks (in such
capacity, the "Agent"). Capitalized terms used herein that are defined in the
Loan Agreement that are not otherwise defined herein shall have the respective
meanings ascribed thereto in the Loan Agreement.

_______________________________, a __________________ (the "Assignor") and
_______________________________________, a ________________, (the "Assignee")
agree as follows:

1. The Assignor hereby sells and assigns to the Assignee, and the
Assignee hereby purchases and assumes from the Assignor, a __ % interest in and
to all of the Assignor's rights and obligations under the Loan Agreement and the
other Loan Documents as of the Effective Date (as defined below) (including,
without limitation, such percentage interest in the Assignor's Tranche A
Revolving Credit Commitment as in effect on the Effective Date, Tranche B
Revolving Credit Commitment as in effect on the Effective Date, Tranche A Credit
Loans owing to the Assignor on the Effective Date, Tranche B Credit Loans owing
to the Assignor on the Effective Date, Tranche A Note held by the Assignor and
Tranche B Note held by the Assignor).

2. The Assignor: (i) represents and warrants that as of the Effective
Date its Tranche A Revolving Credit Commitment (without giving effect to
assignments thereof that have not yet become effective) is $__________, its
Tranche B Revolving Credit Commitment (without giving effect to assignments
thereof that have not yet become effective) is $__________, the aggregate
outstanding principal amount of Tranche A Credit Loans owing to it (without
giving effect to assignments thereof that have not yet become effective) is
$_____________, and the aggregate outstanding principal amount of Tranche B
Credit Loans owing to it (without giving effect to assignments thereof that have
not yet become effective) is $__________; (ii) represents and warrants that it
is the legal and beneficial owner of the interest being assigned by it
hereunder, and that such interest is free and clear of any adverse claim; (iii)
makes no representation or warranty and assumes no responsibility with respect
to any statements, warranties or representations made in or in connection with
the Loan Agreement or any other instrument or document furnished pursuant
thereto; and (iv) makes no representation or warranty and assumes no
responsibility with respect to the financial condition of the Borrowers or any
other Loan Party or the performance or observance by the Borrowers or any other
Loan Party of any of their respective obligations under the Loan Agreement or
any other instrument or document furnished pursuant thereto; and (v) attaches
the Notes referred to in paragraph 1 above and requests that the Agent exchange
such Notes for new Notes as follows: [a Tranche A Note dated the Effective Date
(as such term is defined below) in the principal amount of $________ payable to
the order of the Assignee, a Tranche B Note dated the Effective Date in the
principal amount of $________ payable to the order of the Assignee, a Tranche A
Note in the principal amount of $________ payable to the order of the Assignor,
and a Tranche B Note dated the Effective Date in the principal amount of
$_________ payable to the order of the Assignor].

3. The Assignee: (i) confirms that it has received a copy of the Loan
Agreement, together with copies of such financial statements and such other
documents and information as it has deemed appropriate to make its own credit
analysis and decision to enter into this Assignment and Acceptance; (ii) agrees
that it will, independently and without reliance upon the Agent, the Assignor or
any other Bank and based on such documents and information as it shall deem
appropriate at the time, continue to make its own credit decisions in taking or
not taking action under the Loan Agreement; (iii) confirms that it is an
Eligible Assignee; (iv) appoints and authorizes the Agent to take such action as
its agent on its behalf and to exercise such powers under the Loan Agreement as
are delegated to the Agent by the terms thereof, together with such powers as
are reasonably incidental thereto; (v) agrees that it will perform in accordance
with their terms all of the obligations which by the terms of the Loan Agreement
are required to be performed by it as a Bank; and (vi) specifies as its
addresses for Prime Rate Loans and LIBOR Loans (and address for notices) the
offices set forth beneath its name on the signature pages hereof.

4. The effective date for this Assignment and Acceptance shall be
________________ (the "Effective Date"). Following the execution of this
Assignment and Acceptance, it will be delivered to the Agent for acceptance by
the Agent, together with a processing fee of $3,500.

5. Upon such acceptance, as of the Effective Date: (i) the Assignee
shall be a party to the Loan Agreement and, to the extent provided in this
Assignment and Acceptance, have the rights and obligations of a Bank thereunder
and (ii) the Assignor shall, to the extent provided in this Assignment and
Acceptance, relinquish its rights and be released from its obligations under the
Loan Agreement.

6. Upon such acceptance, from and after the Effective Date, the Agent
shall make all payments under the Loan Agreement and the Notes in respect of the
interest assigned hereby (including, without limitation, all payments of
principal, interest and commitment fees with respect thereto) to the Assignee.
The Assignor and Assignee shall make all appropriate adjustments in payments
under the Loan Agreement and the Notes for periods prior to the Effective Date
directly between themselves.

7. This Assignment and Acceptance shall be governed by, and construed
in accordance with, the laws of the State of New York.

[NAME OF ASSIGNOR]

By_________________________________
Title

[NAME OF ASSIGNEE]

By_________________________________
Title

Lending Office for Prime Rate Loans:

Lending Office for LIBOR Loans:

Attention:

Address for Notices:

Attention:

Telephone No.:
Telecopier No.:

Accepted this ___ day
of ______________, ______

FLEET BANK, N.A., as Agent

By___________________________
Title

EXHIBIT C
TO LOAN AGREEMENT
BY AND AMONG
OMEGA HEALTHCARE INVESTORS, INC.
AND CERTAIN OF ITS SUBSIDIARIES,
THE BANKS SIGNATORY HERETO
AND
FLEET BANK, N.A., AS AGENT
--------------------------

FORM OF COMPLIANCE CERTIFICATE
------------------------------

Section 6.9 (Financial Covenants) : Omega Healthcare Investors, Inc.
Loan Agreement

Compliance Certificate: Quarter Ended (date)

(a) Maximum Indebtedness to Tangible Net Worth of Not Greater Than
1.50: 1.00:

As of: (date) in thousands

Indebtedness $
Shareholders' Equity $
less: Goodwill and Noncompete Agreements
Unamortized Deferred Costs
Treasury Stock
Tangible Net Worth $
Ratio _______ COMPLIANCE
----------
************************************************************************
(b) Minimum Tangible Net Worth (after the Initial Equity Contribution) of
Not Less Than $445,000,000 plus 50% of (i) Net Issuance Proceeds and
(ii) Equity Issued Upon the Conversion of convertible Indebtedness:

As of: (date) in thousands

Tangible Net Worth $
plus: Net Equity Proceeds
(excluding Initial Equity
Contribution and DRIP)
Equity Issued Upon Conversion
of convertible Indebtedness

Total Tangible Net Worth $
COMPLIANCE
************************************************************************

(c) Minimum EBITDA/Interest Expense of Not Less than 200% (rolling four quarters
basis):

Last Four Quarters EBITDA:
September, 2000 $
December, 2000 $
March, 2001 $
June, 2001 $
Rolling Four Quarter EBITDA $
Last Four Quarters Interest Expense on All Indebtedness:
September, 2000 $
December, 2000 $
March, 2001 $
June, 2001 $
Rolling Four Quarter Interest $
Ratio _____ COMPLIANCE
************************************************************************
(d) No Net Loss in any fiscal year commencing from and after January 1, 2001:

No Net Loss _____ COMPLIANCE
************************************************************************
(e) Minimum Omega's Fixed Charge Coverage of Not Less Than 1.00:1.00 (rolling
four quarters):

Rolling Four Quarter EBITDA (Above) $
Rolling Four Quarter Interest (Above) $
Cash Dividends Paid for Quarter Ended:
September, 2000 $
December, 2000 $
March, 2001 $
June, 2001 $
Rolling Four Quarter Cash Dividends Paid $
Sub-Total $
Ratio ________ COMPLIANCE
************************************************************************

(f) Maximum Leverage Ratio of Not Greater Than 5.00:1.00 (rolling four quarters
basis):

As of: (date) in thousands

Funded Indebtedness $________

Last Four Quarters Adjusted EBITDA:
September, 2000 $
December, 2000 $
March, 2001 $
June, 2001 $
Rolling Four Quarter Adjusted EBITDA $
Ratio _____ COMPLIANCE
************************************************************************
(g) Minimum Collateral Coverage of 1.40:1.00 (rolling four quarters basis):

The sum of Lease Rental Expense and Mortgage Expense payments received
from Operators (other than from an Investment which is delinquent for
30 days or more in payments (after the application of any security
deposit
with respect thereto)) $__________

All interest paid or payable on Credit
Loans $__________

Ratio _____ COMPLIANCE

EXHIBIT C - FORM OF COMPLIANCE CERTIFICATE (CONT'D)

OFFICER'S CERTIFICATE

I hereby certify that:

(a) Omega Healthcare Investors, Inc. is in compliance with the covenants as set
forth above pursuant to Section 6.9 of the Loan Agreement dated June 15, 2000
(the "Loan Agreement") among Omega Healthcare Investors, Inc. and certain of its
subsidiaries, the banks party thereto (the "Banks") and you as agent for the
Banks, and that all the above computations of the financial covenants are
correct and complete as of the close of business [Date] and are in conformity
with the terms and conditions of the Loan Agreement.

(b) The representations and warranties contained in Article 3 of the Loan
Agreement are true and correct and with the same effect as though such
representations and warranties were made on the original date of such
certificate, except for changes in the ordinary course of business, none of
which either singly or in the aggregate, have a Material Adverse Effect (as
defined in the Loan Agreement).

(c) No Event of Default and no Default (as defined in the Loan Agreement) has
occurred and is continuing.

OMEGA HEALTHCARE INVESTORS, INC.

By:___________________________________
Chief Financial Officer

Date:

SCHEDULE 2.10
TO LOAN AGREEMENT
BY AND AMONG
OMEGA HEALTHCARE INVESTORS, INC.
AND CERTAIN OF ITS SUBSIDIARIES,
THE BANKS SIGNATORY HERETO
AND
FLEET BANK, N.A., AS AGENT

COLLATERAL FACILITIES

SCHEDULE 3.1
TO LOAN AGREEMENT
BY AND AMONG
OMEGA HEALTHCARE INVESTORS, INC.
AND CERTAIN OF ITS SUBSIDIARIES,
THE BANKS SIGNATORY HERETO
AND
FLEET BANK, N.A., AS AGENT

STATES OF INCORPORATION, ORGANIZATION
AND QUALIFICATION, AND CAPITALIZATION OF BORROWERS

For each Borrower:

Name

(i) State of Incorporation/Organization
(ii) Capitalization
(iii) Business
(iv) States of Qualification
(v) Subsidiaries

Omega Healthcare Investors, Inc. ("OHI")
- - ----------------------------------------

(i) Maryland
(ii) 100,000,000 common shares, $.10 par, 20,127,957 o/s as of
March 31, 2000; 10,000,000 preferred shares, $1.00 par,
2,000,000 Series A o/s, 2,300,000 Series B o/s
(iii) Investing in, or providing financing to, income-producing
properties in the healthcare industry, particularly in the
long-term care segment
(iv) None other than Maryland
(v) Each of the Borrowers listed below, plus: Bayside Street,
Inc., OHI (Connecticut), Inc., OHI of Kentucky, Inc., OHIMA,
Inc. and Omega Healthcare of Apalachicola, Inc.

Delta Investors I, LLC
- - ----------------------

(i) Maryland
(ii) OHI is the sole member and manager
(iii) Purchase (and/or otherwise acquire) ownership and/or leasehold
interests in one or more nursing homes, and assume (and/or
otherwise incur) any such obligations, and conduct any such
operations, as shall be incidental or reasonably related
thereto
(iv) None other than Maryland
(v) None

Delta Investors II, LLC
- - -----------------------

(i) Maryland
(ii) OHI is the sole member and manager
(iii) Purchase (and/or otherwise acquire) ownership and/or leasehold
interests in one or more nursing homes, and assume (and/or
otherwise incur) any such obligations, and conduct any such
operations, as shall be incidental or reasonably related
thereto
(iv) None other than Maryland
(v) None

Jefferson Clark, Inc.
- - ---------------------

(i) Maryland
(ii) 1,000 shares authorized, $100 par, 1 share o/s issued to OHI
(iii) Ownership of real property and mortgages secured by interests
in real property
(iv) None other than Maryland
(v) Windmere Realty Corporation (the general partner of Windmere
Associates, a limited partnership that owns certain interests
in the Kearny, New Jersey postal facility); Morepost
Associates, a limited partnership that, together with
Jefferson Clark, Inc., are the general partners of Baltpost
Limited Partnership, which owns the Baltimore, Maryland
postal facility; Jefferson Clark, Inc. also owns 100% of the
limited partnership interests in Baltpost Limited
Partnership

NRS Ventures, L.L.C.
- - --------------------

(i) Kentucky
(ii) OHI is the sole member
(iii) Investing in, or providing financing to, income-producing
properties in the healthcare industry, particularly in the
long-term care segment
(iv) None other than Kentucky
(v) None

OHI (Clemmons), Inc.
- - --------------------

(i) North Carolina
(ii) 1,000 shares authorized, $1.00 par, 1,000 shares o/s issued to
OHI
(iii) Investing in, or providing financing to, income-producing
properties in the healthcare industry, particularly in the
long-term care segment
(iv) None other than North Carolina
(v) None

OHI (Florida), Inc.
- - -------------------

(i) Florida
(ii) 1,000 shares authorized, $1.00 par, 1,000 shares o/s issued to
OHI
(iii) Investing in, or providing financing to, income-producing
properties in the healthcare industry, particularly in the
long-term care segment
(iv) None other than Florida
(v) None

OHI (Greensboro), Inc.
- - ----------------------

(i) North Carolina
(ii) 1,000 shares authorized, $1.00 par, 1,000 shares o/s issued to
OHI
(iii) Investing in, or providing financing to, income-producing
properties in the healthcare industry, particularly in the
long-term care segment
(iv) None other than North Carolina
(v) None

OHI (Illinois), Inc.
- - --------------------

(i) Illinois
(ii) 1,000 shares authorized, $1.00 par, 1,000 shares o/s issued to
OHI
(iii) Investing in, or providing financing to, income-producing
properties in the healthcare industry, particularly in the
long-term care segment
(iv) None other than Illinois
(v) None

OHI (Iowa), Inc.
- - ----------------

(i) Iowa
(ii) 1,000 shares authorized, no par, 1,000 shares o/s issued to
OHI
(iii) Investing in, or providing financing to, income-producing
properties in the healthcare industry, particularly in the
long-term care segment
(iv) None other than Iowa
(v) None

OHI (Kansas), Inc.
- - ------------------

(i) Kansas
(ii) 1,000 shares authorized, $1.00 par, 1,000 shares o/s issued to
OHI
(iii) Investing in, or providing financing to, income-producing
properties in the healthcare industry, particularly in the
long-term care segment
(iv) None other than Kansas
(v) None

OHI of Texas, Inc.
- - ------------------

(i) Maryland
(ii) 5,000 shares authorized, no par, 1,000 shares o/s issued to
OHI
(iii) Investing in, or providing financing to, income-producing
properties in the healthcare industry, particularly in the
long-term care segment
(iv) Maryland and Texas
(v) None

Omega (Kansas), Inc.
- - --------------------

(i) Kansas
(ii) 1,000 shares authorized, $.01 par, 1 share o/s issued to OHI
(iii) Investing in, or providing financing to, income-producing
properties in the healthcare industry, particularly in the
long-term care segment
(iv) None other than Kansas
(v) None

OS Leasing Company
- - ------------------

(i) Kentucky
(ii) 1,000 shares authorized, $.01 par, 100 issued to OHI
(iii) Investing in, or providing financing to, income-producing
properties in the healthcare industry, particularly in the
long-term care segment
(iv) None other than Kentucky
(v) None

Sterling Acquisition Corp.
- - --------------------------

(i) Kentucky
(ii) 1,000 shares authorized, $.01 par, 100 issued to OHI
(iii) Investing in, or providing financing to, income-producing
properties in the healthcare industry, particularly in the
long-term care segment
(iv) None other than Kentucky
(v) None

Sterling Acquisition Corp. II
- - -----------------------------

(i) Kentucky
(ii) 1,000 shares authorized, $.01 par, 100 issued to OHI
(iii) Investing in, or providing financing to, income-producing
properties in the healthcare industry, particularly in the
long-term care segment
(iv) None other than Kentucky
(v) None

SCHEDULE 3.2
TO LOAN AGREEMENT
BY AND AMONG
OMEGA HEALTHCARE INVESTORS, INC.
AND CERTAIN OF ITS SUBSIDIARIES,
THE BANKS SIGNATORY HERETO
AND
FLEET BANK, N.A., AS AGENT
--------------------------

REQUIRED CONSENTS
-----------------

The Consent of Explorer Holdings, L.P. under the Investment Agreement

SCHEDULE 3.6
TO LOAN AGREEMENT
BY AND AMONG
OMEGA HEALTHCARE INVESTORS, INC.
AND CERTAIN OF ITS SUBSIDIARIES,
THE BANKS SIGNATORY HERETO
AND
FLEET BANK, N.A., AS AGENT
--------------------------

JUDGMENTS, ACTIONS, PROCEEDINGS
-------------------------------

Res-Care Inc. v. Omega Healthcare Investors, Inc., United States District
- - -----------------------------------------------------
Court for the Western District of Kentucky, Civil Action No. 95-42-LS):

Claim: Res Care claims that Omega was obligated to reduce the rents payable
by Res Care under leases of four facilities in Indiana as a result of
alleged changes in federal or state medicare/medicaid reimbursement
after execution of the leases. Omega claims that (a) its obligation to
renegotiate the lease was not triggered, because no change had
occurred after execution of the leases, (b) even if Omega were
obligated to renegotiate, the language of the leases did not require
that the renegotiation result in a reduction in rent and (c) Res Care
mooted its claim by exercising its option to purchase the facilities.

Status: In late 1999, the judge granted Omega's motion for summary
judgment, holding that the case was mooted. In early 1999, the judge
reversed himself, but found that (a) the obligation to renegotiate is
merely an agreement to agree and does not result in an agreement to
reduce the rents; (b) as a result, the court cannot substitute its
judgment as to the rent payable; and (c) the only issues remaining
were whether Omega breached its good faith obligation to renegotiate
and, if so, what damages flow from that breach.

Omega Healthcare Investors, Inc. v. Res-Care, Inc.
- - --------------------------------------------------

Claim: Omega claims that, by turning in to the State of Indiana the
licenses to operate four ICF/MRDD facilities located in Indiana,
Res-Care breached its obligations under the leases of those facilities
to return the facilities to Omega, upon expiration of the leases, in
the condition required under the leases.

Status: The case is in the discovery phase.

Karrington Health, Inc. v. Omega Healthcare Investors, Inc.
- - -----------------------------------------------------------

Claim: Karrington Health, Inc. ("KHI") claims that Omega breached a
commitment to provide $95 million in construction financing to
KHI. Omega contends, among other things, that it did not have a
contractual obligation to provide such financing.

Status: The matter currently is in the discovery phase.

SCHEDULE 3.7
TO LOAN AGREEMENT
BY AND AMONG
OMEGA HEALTHCARE INVESTORS, INC.
AND CERTAIN OF ITS SUBSIDIARIES,
THE BANKS SIGNATORY HERETO
AND
FLEET BANK, N.A., AS AGENT
--------------------------

EXISTING DEFAULTS
-----------------

Defaults in certain financial covenants set forth in the Second Amended and
Restated Loan Agreement between Fleet Bank, as Agent, and the Company and
certain of its subsidiaries, which defaults have been waived.

SCHEDULE 3.8
TO LOAN AGREEMENT
BY AND AMONG
OMEGA HEALTHCARE INVESTORS, INC.
AND CERTAIN OF ITS SUBSIDIARIES,
THE BANKS SIGNATORY HERETO
AND
FLEET BANK, N.A., AS AGENT
--------------------------

BURDENSOME DOCUMENTS
--------------------

Investment Agreement dated May 11, 2000 between the Company and Explorer
Holdings, L.P.

SCHEDULE 3.9
TO LOAN AGREEMENT
BY AND AMONG
OMEGA HEALTHCARE INVESTORS, INC.
AND CERTAIN OF ITS SUBSIDIARIES,
THE BANKS SIGNATORY HERETO
AND
FLEET BANK, N.A., AS AGENT
--------------------------

MATERIAL LIABILITIES AND OBLIGATIONS IN ADDITION
TO THOSE DISCLOSED ON THE COMPANY'S FINANCIAL STATEMENTS
--------------------------------------------------------

1. Any liability associated with any litigation described in Schedule 3.6.

2. Future Currency Contract assigned by the Company to Omega Worldwide,
Inc. on April 2, 1998 with respect to the requirement to sell 20
million pbs for $31,740,000 on October 7, 2007.

3. Guaranty by the Company of obligations of Omega Worldwide, Inc. to
Fleet Bank, as Agent, pursuant to Guaranty dated November 20, 1998.

4. Guaranty by the Company of the obligations of certain of its
Subsidiaries (and Subsidiaries of Bayside Street II, Inc.) to
Healthcare Personnel Associates with respect to employees of Company
Properties recovered from RainTree Healthcare Corporation

5. Obligations to fund operations and capital expenditures at Company
Properties recovered from The Frontier Group, Inc. and its affiliates,
RainTree Healthcare Corporation, Extendacare or Sun Healthcare Group,
Inc.; potential liabilities (other than liabilities associated with
failure by the Company to maintain its qualification as a REIT)
associated with the operation by Subsidiaries (and Subsidiaries of
Bayside Street II, Inc.) of Company Properties recovered from RainTree
Healthcare Corporation, The Frontier Group, Inc. and its affiliates,
Extendacare or Sun Healthcare Group, Inc.

6. Obligations to fund under Loan Agreement dated October 2, 1998 between
the Company and Madison/OHI Liquidity Investors LLC

7. Obligations to fund working capital pursuant to loan documents between
the Company and Subsidiaries and Essex Healthcare Corporation, Metro
Health/Indiana, Inc. and Metro Health/Indiana III, Inc.

8. Mortgages, deeds of trust and/or related security interests encumbering
any assets that secure from time to time any loan or loans made by The
Provident Bank pursuant to a Loan Agreement dated March 31, 1999
between Omega and The Provident Bank.

9. Indemnification obligations with respect to any assets disposed of or
relet by the Company or any Subsidiary, including any indemnification
obligations in connection with the sale of facilities to Metro
Health/Indiana

10. Obligations to employees and directors under employee benefit plans
described in Schedule 3.16 and change of control agreements dated March
22, 2000 between the Company and each of Essel W. Bailey, Jr., F. Scott
Kellman, Susan Allene Kovach, Laurence D. Rich and David A. Stover.

11. Extraordinary obligations for legal expenses and consulting fees
(including fees of the Company's financial advisor) incurred from and
after January 1, 2000.

12. Guaranty of obligations of Essex Healthcare Corporation under lease
between American Healthcare (or an affiliate thereof) and Essex with
respect to facilities on which Omega holds fee and leasehold mortgages.

SCHEDULE 3.13
TO LOAN AGREEMENT
BY AND AMONG
OMEGA HEALTHCARE INVESTORS, INC.
AND CERTAIN OF ITS SUBSIDIARIES,
THE BANKS SIGNATORY HERETO
AND
FLEET BANK, N.A., AS AGENT
--------------------------

NAME CHANGES, MERGERS, ACQUISITIONS
-----------------------------------

1. Name Changes: None

2. Mergers and Acquisitions of Substantially All Assets:

(a) On October 1, 1994, Omega completed its merger with Health Equity
Properties, Inc. (NYSE: EQP). In connection with this merger,
Omega was the surviving entity of the parent company, and OHI
(Clemmons), Inc., OHI (Greensboro), Inc., OHI (Florida), Inc. and
OHI (Illinois), Inc. were the surviving entities of mergers with
various subsidiaries of Health Equity Properties, Inc.

(b) As of October 31, 1997, Omega's wholly-owned subsidiary OHI
(Iowa), Inc. completed its merger with four entities affiliated
with JoAnn Webb and Five Star Care Corporation. The entities
merged into OHI (Iowa), Inc. were Clarion Care Center, Inc., Dows
Care Center, Inc., Quality Care, Inc. and Urbandale Health Care
Center, Inc. Concurrently therewith, OHI (Iowa), Inc. acquired
substantially all of the assets of Earlham Manor Care Center,
Inc. and Embassy Manor Care Center, Inc.

(c) Omega, through its wholly-owned subsidiaries OS Leasing Company,
Sterling Acquisition Corp. and Sterling Acquisition Corp. II,
completed during 1994 the acquisition of the nursing home
facilities of Sterling Healthcare of Ashland, Kentucky.

(d) Prior to the filing of bankruptcy proceedings by affiliates of
The Frontier Group, Inc. ("Frontier") in July 1999, Omega,
through its subsidiaries OHIMA, Inc. and OHI (Connecticut), Inc.
acquired, by deed in lieu of foreclosure, twelve (12) healthcare
facilities previously owned and operated by Frontier.

(e) In connection with the bankruptcy proceedings of Raintree
Healthcare Corporation ("Raintree"), Omega, through numerous
subsidiaries, acquired in March 2000 thirty (30) nursing home and
assisted living facilities previously operated by Raintree.

SCHEDULE 3.16
TO LOAN AGREEMENT
BY AND AMONG
OMEGA HEALTHCARE INVESTORS, INC.
AND CERTAIN OF ITS SUBSIDIARIES,
THE BANKS SIGNATORY HERETO
AND
FLEET BANK, N.A., AS AGENT
--------------------------

EMPLOYEE BENEFIT PLANS
----------------------

Metropolitan Life Insurance Company Life Insurance Policy
Metropolitan Life Insurance Company Long-Term Disability Policy
Principal Financial Group Dental Policy
Blue Cross/Blue Shield Traditional Health Insurance Plan
Blue Cross/Blue Shield Preferred Provider Health Insurance Plan
Company-Sponsored 401-K Profit Sharing Plan
1993 Deferred Compensation Plan
1997 Amended and Restated Stock Option and Restricted Stock Plan
Section 125 Plan

SCHEDULE 7.1
TO LOAN AGREEMENT
BY AND AMONG
OMEGA HEALTHCARE INVESTORS, INC.
AND CERTAIN OF ITS SUBSIDIARIES,
THE BANKS SIGNATORY HERETO
AND
FLEET BANK, N.A., AS AGENT
--------------------------

PERMITTED INDEBTEDNESS AND GUARANTIES
-------------------------------------

Obligations of a Borrower in connection with a lease of a Facility if such
Borrower has subleased the Facility or assigned the lease, or right to lease,
the Facility to an Operator. Such obligations shall be treated as Indebtedness
if and to the extent the Operator, during any fiscal year of the Borrowers, is
not obligated to fulfill such obligations.

Obligations of a Borrower incurred in connection with, or as a result of, the
exercise by such Borrower or any Subsidiary of its remedies under any agreements
evidencing any lease or mortgage with an operator or any other obligations of a
Borrower incurred in connection with, or as a result of, attempts by such
Borrower or a Subsidiary to preserve the value of its property or collateral.

Guaranty by Omega to Fleet Bank, N.A., as Agent of the obligations of Omega
Worldwide, Inc. under that certain Loan Agreement dated November 20, 1998.

Each of the borrowings described on Schedule 7.2

Any other borrowings by a Borrower, provided that at any time the aggregate
amount of Indebtedness of Omega and its Subsidiaries, on a consolidated basis,
does not exceed 60% of the sum ("Adjusted Total Assets") of (a) the total assets
of Omega and its Subsidiaries (defined as the sum of the original cost plus
capital improvements of real estate assets of Omega and its Subsidiaries on such
date, before depreciation and amortization), determined on a consolidated basis
as of the end of the calendar quarter covered in Omega's Annual Report on Form
10-K or Quarterly Report on Form 10-Q, as the case may be, most recently filed
with the Securities and Exchange Commission prior to date of determination; and
(b) the purchase price of any real estate assets or mortgages or receivables
acquired, and the amount of any securities offering proceeds received (to the
extent that such proceeds were not used to acquire real estate assets or
mortgages or receivables used to reduce indebtedness) by Omega or any Subsidiary
since the end of such calendar quarter.

SCHEDULE 7.2
TO LOAN AGREEMENT
BY AND AMONG
OMEGA HEALTHCARE INVESTORS, INC.
AND CERTAIN OF ITS SUBSIDIARIES,
THE BANKS SIGNATORY HERETO
AND
FLEET BANK, N.A., AS AGENT
--------------------------

PERMITTED LIENS
---------------

1. Mortgages, deeds of trust and/or related security interests securing
any other Indebtedness, provided that the aggregate principal amount of
all outstanding Indebtedness of Omega and its Subsidiaries, determined
on a consolidated basis, that is secured by any mortgage, lien, charge,
pledge or security interest of any kind does not exceed 40% of Adjusted
Total Assets (as defined on Schedule 7.1), which include the liens
described in paragraphs 2 and 3 below.

2. Mortgages, deeds of trust and/or related security interests encumbering
any assets that secure from time to time any loan or loans in the
aggregate principal amount of up to $50,000,000 at any time outstanding
made by The Provident Bank pursuant to a Loan Agreement dated March 31,
1999 and maturing March 31, 2002 between Omega and The Provident Bank,
as the same has heretofore been amended from time to time through the
date hereof and/or pursuant to a mortgage loan made by The Provident
Bank in the original principal amount of $9,000,000 (encumbering the
Advocat facilities commonly known as Carter Healthcare Center, South
Shore Nursing & Rehab Center and Wurtland Health Care Center).

3. Mortgages, deeds of trust or financing leases securing the following bond
financings:

SCHEDULE 7.8
TO LOAN AGREEMENT
BY AND AMONG
OMEGA HEALTHCARE INVESTORS, INC.
AND CERTAIN OF ITS SUBSIDIARIES,
THE BANKS SIGNATORY HERETO
AND
FLEET BANK, N.A., AS AGENT
--------------------------

PERMITTED INVESTMENTS
---------------------