10-Q: Quarterly report pursuant to Section 13 or 15(d)

SECOND AMENDED AND RESTATED
STOCKHOLDERS AGREEMENT


SECOND AMENDED AND RESTATED STOCKHOLDERS AGREEMENT (this "Agreement"),
dated as of April 30, 2002, between Explorer Holdings, L.P., a Delaware limited
partnership ("Stockholder"), and Omega Healthcare Investors, Inc., a Maryland
corporation (the "Company").

WHEREAS, the Company and Stockholder have entered into an Investment
Agreement, dated as of October 29, 2001, as amended (the "Investment
Agreement"), pursuant to which, among other things, Stockholder acquired shares
of common stock, par value $0.10 per share, of the Company (the "Common Stock"),
which together with the Series C Preferred Stock held by Stockholder represent a
majority of the outstanding Voting Securities (as defined below);

WHEREAS, upon the closing of the transactions contemplated by the
Investment Agreement, the Company and Stockholder entered into an Amended and
Restated Stockholders Agreement, dated as of February 20, 2002 (the "Original
Agreement"); and

WHEREAS, the Company and the Stockholder wish to amend the Original
Agreement to clarify Stockholder's right to designate directors of the Company
and to make certain other changes.

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

I. DEFINITIONS

1.1 Definitions. Capitalized terms used herein and not defined herein will
have the meaning set forth in the Investment Agreement. In addition to the terms
defined elsewhere herein, the following terms have the following meanings when
used herein with initial capital letters:

(a) "Affiliate" of any Person means any other Person, that, directly or
indirectly through one or more intermediaries, controls or is controlled by, or
is under common control with, such Person; and, for the purposes of this
definition only, "control" (including the terms "controlling", "controlled by"
and "under common control with") means the possession, direct or indirect, of
the power to direct or cause the direction of the management, policies or
activities of a Person whether through the ownership of securities, by contract
or agency or otherwise; provided that the Company and the Stockholder shall not
be deemed to be Affiliates of the other for purposes of this Agreement.

(b) "Assumption Agreement" means an agreement in writing in substantially
the form of Exhibit A hereto pursuant to which the party thereto agrees to be
bound by the terms and provisions of Sections 2.2, 2.5, 3.1 and 3.2 of this
Agreement.

(c) A Person will be deemed the "beneficial owner" of, and will be deemed
to "beneficially own", and will be deemed to have "beneficial ownership" of:

(i) any securities that such Person or any of such Person's Affiliates
is deemed to "beneficially own" within the meaning of Rule 13d-3 under the
Exchange Act, as in effect on the date of this Agreement; and

(ii) any securities (the "underlying securities") that such Person or
any of such Person's Affiliates has the right to acquire (whether such
right is exercisable immediately or only after the passage of time)
pursuant to any agreement, arrangement or understanding (written or oral),
or upon the exercise of conversion rights, exchange rights, rights,
warrants or options, or otherwise (it being understood that such Person
will also be deemed to be the beneficial owner of the securities
convertible into or exchangeable for the underlying securities).

(d) "Board" means the Board of Directors of the Company.

(e) "Exchange Act" means the Securities Exchange Act of 1934, as amended,
and the rules and regulations promulgated thereunder.

(f) "Person" means an individual, a corporation, a partnership, a limited
partnership, a limited liability company, an association, a trust or other
entity or organization, including without limitation a government or political
subdivision or an agency or instrumentality thereof.

(g) "Public Offering" means the sale of shares of any class of Securities
to the public pursuant to an effective registration statement (other than a
registration statement on Form S-4 or S-8 or any similar or successor form)
filed under the Securities Act.

(h) "Registration Rights Agreement" means the Amended and Restated
Registration Rights Agreement, dated as of February 20, 2002, between
Stockholder and the Company and any other registration rights agreement entered
into in accordance with Article III hereof.

(i) "Securities" means the Common Stock, the Series C Preferred and all
other securities of the Company entitled to vote generally in the election of
the directors of the Company, and all other securities convertible into,
exchangeable for or exercisable for any such securities (whether immediately or
otherwise).

(j) "Securities Act" means the Securities Act of 1933, as amended, and the
rules and regulations promulgated thereunder.

(k) "Transfer" means a transfer, sale, assignment, pledge, hypothecation or
disposition.

(l) "Voting Securities" means the Common Stock, the Series C Preferred and
all other securities of the Company entitled to vote generally in the election
of the directors of the Company. For the avoidance of doubt, the Series A
Preferred Stock and the Series B Preferred Stock of the Company are not Voting
Securities.

II. GOVERNANCE; RESTRICTIONS ON
ACQUISITION OF VOTING SECURITIES

2.1 Nomination and Voting for Stockholder Designees and Independent
Directors. (a) (a) Stockholder will be entitled at Stockholder's election to
designate from time to time up to such number (rounded to the nearest whole
number) of directors to the Board (the "Stockholder Designees") based on the
percentage of the Company's total issued and outstanding Voting Securities
beneficially owned by Stockholder on an as-converted basis, not to exceed the
minimum number of directors (rounded to the nearest whole number) that
represents at least 51% of the total number of directors entitled to be elected
to the Board from time to time (including any directors who may then be elected
or appointed to fill any vacant seat on the Board that exists from time to time
or who may then be elected or appointed pursuant to the terms of any series of
preferred stock of the Company); provided that (i) the aggregate number of
Stockholder Designees will not exceed the minimum number of directors (rounded
to the nearest whole number) that represents at least 51% of the total number of
directors entitled to be elected to the Board from time to time (including any
directors who may then be elected or appointed to fill any vacant seat on the
Board that exists from time to time or who may then be elected or appointed
pursuant to the terms of any series of preferred stock of the Company) and (ii)
the aggregate number of Stockholder Designees will constitute a majority of the
total number of directors on the Board only during such time as Explorer owns at
least a majority of the Company's total issued and outstanding Voting
Securities. For purposes hereof, directors elected by the holders of the
Company's Series C Preferred Stock pursuant to the terms thereof relating to
dividend arrearages shall be deemed Stockholder Designees so long as Stockholder
beneficially owns at least 66-2/3% of the outstanding Series C Preferred Stock.

(b) The Company, at each meeting of stockholders of the Company at which
directors are elected or pursuant to which such action is to be taken by written
consent, will nominate for election as directors of the Company such number of
Stockholder Designees such that following such election the Stockholder
Designees who are members of the Board represent the aggregate number of
Stockholder Designees that Stockholder is permitted to designate pursuant to
this Section 2.1. At least 90 calendar days prior to any such meeting or action
by written consent, Stockholder will provide the Company with the information
required pursuant to Regulation 14A under the Exchange Act with respect to each
Stockholder Designee. The Company will solicit proxies from its stockholders for
such nominees, vote all proxies in favor of such nominees, except for such
proxies that specifically indicate to the contrary, and otherwise use its best
efforts to cause such nominees to be elected to the Board as herein
contemplated. The Company will as promptly as practicable, at the request of
Stockholder, take such corporate action (including, without limitation, (i)
calling a special stockholders meeting, (ii) increasing the size of the Board,
and (iii) filling any vacancy created by such increase in the size of the Board)
in order to have the Board constituted in the manner contemplated by this
Section 2.1.

(c) The Stockholder Designees will be apportioned among the three classes
of directors as equal as possible; provided, however, that in the event that the
number of Stockholder Designees determined pursuant to Section 2.1 is not evenly
divisible by three, such additional Stockholder Designee or Designees shall be
nominated to the class or classes of directors with the longest term of office.
Each Stockholder Designee will serve until his successor is elected and
qualified or until his earlier resignation, retirement, disqualification,
removal from office, or death.

(d) Notwithstanding anything in the Articles of Restatement or bylaws of
the Company to the contrary, if any Stockholder Designee ceases to be a director
of the Company for any reason, the Company will promptly upon the request of
Stockholder cause a person designated by Stockholder to replace such director if
Stockholder is so entitled.

(e) Stockholder agrees to cause a Stockholder Designee to promptly resign
in the event Stockholder's beneficial ownership of Voting Securities declines
such that Stockholder would no longer have the right to designate such person.

(f) From and after the date the stockholders of the Company vote to approve
the amendment of the Company's Articles of Restatement and bylaws to permit an
increase in the size of the Board to more than nine members (the "Stockholder
Approval Date"), the Company will take all actions as may be necessary to
appoint C. Taylor Pickett to the Board. Prior to the Stockholder Approval Date,
the Company covenants that the total number of seats on the Board (including any
vacant seats) will in no event exceed nine unless otherwise requested in writing
by Stockholder or as provided pursuant to the terms of the Series A, B or C
Preferred Stock in effect on the date hereof. After the Stockholder Approval
Date, the Company covenants that the total number of seats on the Board
(including any vacant seats) will in no event exceed ten unless otherwise
requested in writing by Stockholder or as provided pursuant to the terms of the
Series A, B or C Preferred Stock in effect on the date hereof.

(g) Except as may otherwise be required under the rules of The New York
Stock Exchange or the SEC or as may be agreed to by a majority of the
Stockholder Designees, at all times after the date hereof, the Company will take
such action to ensure that the Stockholder Designees are represented on each
committee of the Board in at least the same proportion as their representation
on the entire Board and that each committee will consist of at least three
members, other than any committee comprised solely of Non-Stockholder Designees
established for the purpose of considering transactions in which the Stockholder
or its Affiliates or Associates have an interest different from other
stockholders of the Company.

2.2 Voting for Other Directors. (a) (a) For as long as Stockholder
beneficially owns at least 15.0% of the issued and outstanding Voting Securities
on an as-converted basis, Stockholder will vote all Voting Securities that it
beneficially owns to elect as directors (i) three Independent Directors and (ii)
from and after the date the Board is increased to ten members, one additional
Person who is not an Affiliate or Associate of Stockholder or its Affiliates or
Associates (other than the Company) (such designees, "Non-Stockholder
Designees").

(b) The Company shall use its best efforts to cause the Non-Stockholder
Designees selected in accordance with this Section 2.2 to serve on the Board.
The Company, at each meeting of stockholders of the Company at which directors
are elected or pursuant to which such action is to be taken by written consent,
will nominate for election as directors of the Company such number of
Non-Stockholder Designees such that following such election the Non-Stockholder
Designees who are members of the Board represent the aggregate number of
Non-Stockholder Designees that are to be elected in accordance with this Section
2.2. The Company will solicit proxies from its stockholders for such nominees,
vote all proxies in favor of such nominees, except for such proxies that
specifically indicate to the contrary, and otherwise use its best efforts to
cause such nominees to be elected to the Board as herein contemplated.
Notwithstanding anything in the Articles of Restatement or bylaws of the Company
to the contrary, in the event any Non-Stockholder Designee shall be unable to
serve as a director, a replacement for such director shall be designated in the
same manner as set forth in this Section 2.2.

(c) "Independent Director" shall mean a Person who (i) satisfies the
qualification requirements as an "independent" director and as a member of the
audit committee of the Company under the rules and regulations of The New York
Stock Exchange and (ii) is not an Affiliate of Stockholder.

2.3 Other Voting Rights. Stockholder and the Company agree that under
applicable law, including without limitation Section 2-419 of the MGCL, and
pursuant to the Company's constituent documents, neither the Stockholder nor the
Stockholder Designees would be precluded, and the Company agrees that it will
not assert that the Stockholder or any of the Stockholder Designees is
precluded, from voting with respect to any transaction involving Stockholder
following appropriate disclosure to the then directors of any circumstances that
could provide the basis for an assertion of a conflict of interest.

2.4 Access. The Company will, and will cause its subsidiaries and each of
the Company's and its subsidiaries' officers, directors, employees, agents,
representatives, accountants and counsel to: (a) afford the officers, employees
and authorized agents, accountants, counsel, financing sources and
representatives of Stockholder reasonable access, during normal business hours,
to the offices, properties, other facilities, books and records of the Company
and each subsidiary and to those officers, directors, employees, agents,
accountants and counsel of the Company and of each subsidiary who have any
knowledge relating to the Company or any subsidiary and (b) furnish to the
officers, employees and authorized agents, accountants, counsel, financing
sources and representatives of Stockholder, such additional financial and
operating data and other information regarding the assets, properties and
goodwill of the Company and its subsidiaries (or legible copies thereof) as
Stockholder may from time to time reasonably request (other than information and
material from the Company's counsel which is subject to the attorney/client
privilege, which information and material shall be made available to the
Stockholder Designees in their capacity as members of the Board).

2.5 Restriction on Acquisition of Voting Securities. Except in connection
with the acquisition of Voting Securities in a transaction approved by a
committee of the Board, all of the members of which committee shall consist of
Non-Stockholder Designees, Stockholder will not purchase or otherwise acquire
beneficial ownership of more than 80% of the Voting Securities then issued and
outstanding on an as-converted basis. Notwithstanding the foregoing, Stockholder
shall not be in breach of this Section 2.5 as the result of (i) an acquisition
of Voting Securities by the Company which, by reducing the number of Voting
Securities outstanding, increases the proportionate number of Voting Securities
beneficially owned by Stockholder in excess of 80% of the Voting Securities then
issued and outstanding on an as-converted basis, (ii) the acquisition by
Stockholder of newly issued Voting Securities directly from the Company, or
(iii) any increase in the number of Voting Securities beneficially owned by
Stockholder as a result of the anti-dilution provisions of any Voting
Securities. This Section 2.5 will immediately terminate if a third party
publicly announces an intent to effect a transaction, "commence a tender offer"
(within the meaning of Rule 14d-2 under the Exchange Act), or enter into an
agreement contemplating the acquisition of, 20% or more of the Voting Securities
then issued and outstanding on an as-converted basis.

III. TRANSFER OF SECURITIES

3.1 Transfer of Voting Securities by Stockholder. (a) (a) Stockholder
agrees that Stockholder will not Transfer Voting Securities beneficially owned
by it, the effect of which would cause the transferee to acquire beneficial
ownership of 10% or more of the Voting Securities then-outstanding on an
as-converted basis (other than to any Affiliate of Stockholder), unless, prior
to such Transfer (i) notice of such Transfer is given to the Company and (ii)
the Person to whom such Voting Securities are to be Transferred enters into an
Assumption Agreement.

(b) In the event of any purported Transfer by Stockholder of any Voting
Securities not made in compliance with this Section 3.1, such purported Transfer
will be void and of no effect and the Company will not give effect to such
Transfer. The Company shall be entitled to treat the prior owner as the holder
of any such Securities not Transferred in accordance with this Agreement.

3.2 Legend. Each certificate representing Securities issued to Stockholder
will bear a legend on the face thereof substantially to the following effect
(with such additions thereto or changes therein as the Company may be advised by
counsel are required by law (the "Legend")):

"THE SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933 AND MAY NOT BE TRANSFERRED OR
OTHERWISE DISPOSED OF UNLESS THEY HAVE BEEN REGISTERED UNDER THAT ACT OR
ANY OTHER APPLICABLE LAW OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE."

"THE SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A
SECOND AMENDED AND RESTATED STOCKHOLDERS AGREEMENT, DATED APRIL 30, 2002,
BETWEEN THE COMPANY AND EXPLORER HOLDINGS, L.P., A COPY OF WHICH IS ON FILE
WITH THE SECRETARY OF THE COMPANY. NO TRANSFER, SALE, ASSIGNMENT, PLEDGE,
HYPOTHECATION OR OTHER DISPOSITION OF THE SECURITIES REPRESENTED BY THIS
CERTIFICATE MAY BE MADE EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF SUCH
AGREEMENT."


The Legend will be removed by the Company promptly following the delivery of a
legal opinion from counsel to the Stockholder to the effect that such legend is
no longer required for purposes of applicable securities laws. In connection
with the foregoing, the Company agrees that, if the Company is required to file
reports under the Exchange Act, for so long as and to the extent necessary to
permit the Stockholder to sell any Securities pursuant to Rule 144, the Company
will use its reasonable efforts to file, on a timely basis, all reports required
to be filed with the SEC by it pursuant to Section 13 of the Exchange Act,
furnish to the Stockholder upon request a written statement as to whether the
Company has complied with such reporting requirements during the 12 months
preceding any proposed sale under Rule 144 and otherwise use its reasonable
efforts to permit such sales pursuant to Rule 144.

3.3 Transfers of Voting Securities by Stockholder. The Company and its
transfer agent may not refuse to Transfer any Voting Securities, passing either
by voluntary Transfer or by operation of law, by Stockholder if such Transfer
(i) complies with Section 3.1 hereof and (ii) would not, in the written opinion
of counsel to Stockholder reasonably acceptable to the Company, disqualify the
Company as a Real Estate Investment Trust under the Internal Revenue Code of
1986, as amended.

3.4 Registration Rights. Upon consummation of any Transfer of Securities
constituting 5% or more of the Securities (other than a Transfer in a Public
Offering or pursuant to Rule 144 under the Securities Act) on an as-converted,
fully diluted basis, the Company will enter into a registration rights agreement
in favor of such transferee substantially in the form of the Registration Rights
Agreement, with such modifications thereto as are acceptable to such transferee
that do not materially increase the Company's obligations thereunder (excluding
the effects of multiple parties); provided, however, that in no event will the
Company be required to grant more than one demand registration right for every
5% of Securities then outstanding involved in such Transfer of Securities.

IV. MISCELLANEOUS

4.1 Termination. (a) (a) The provisions of this Agreement will terminate,
and be of no further force or effect (other than with respect to prior
breaches), on February 20, 2007.

(b) Any portion or all of this Agreement will terminate and be of no
further force and effect upon written agreement of the parties to that effect.

4.2 Specific Performance. The parties agree that any breach by either of
them of any provision of this Agreement would irreparably injure the Company or
the Stockholder, as the case may be, and that money damages would be an
inadequate remedy therefor. Accordingly, the parties agree that the other party
will be entitled to one or more injunctions enjoining any such breach and
requiring specific performance of this Agreement and consent to the entry
thereof, in addition to any other remedy to which such other party is entitled
at law or in equity.

4.3 Notices. All notices, requests and other communications to either party
hereunder will be in writing (including telecopy or similar writing) and will be
given:

If to the Company, to:

Omega Healthcare Investors, Inc.
9690 Deereco Road, Suite 100
Timonium, Maryland 21093
Attention: Chief Financial Officer
Fax: (734) 887-0388

with a copy to:

Powell, Goldstein, Frazer & Murphy LLP
191 Peachtree Street, N.E.
Suite 1600
Atlanta, Georgia 30303
Attention: Rick Miller or
Eliot Robinson
Fax: (404) 572-6999

If to Stockholder, to:

Explorer Holdings, L.P.
c/o The Hampstead Group, L.L.C.
4200 Texas Commerce Tower West
2200 Ross Avenue
Dallas, Texas 75801
Attention: Kymberlyn J. Irvin
Fax: (214) 220-4949

with a copy to:

Jones, Day, Reavis & Pogue
222 East 41st Street
New York, New York 10017
Attention: Thomas W. Bark
Fax: (212) 755-7306

or such other address or telecopier number as such party may hereafter specify
by notice to the other party hereto. Each such notice, request or other
communication shall be effective only when actually delivered at the address
specified in this Section 4.3, if delivered prior to 5:00 (local time) and such
day is a Business Day, and if not, then such notice, request or other
communication shall not be effective until the next succeeding Business Day.

4.4 Amendments: No Waivers. (a) Any provision of this Agreement may be
amended or waived if, and only if, such amendment or waiver is in writing and
signed, in the case of an amendment, by the Company and Stockholder, or in the
case of a waiver, by the party against whom the waiver is to be effective.

(b) No failure or delay by any party in exercising any right, power or
privilege hereunder will operate as a waiver thereof nor shall any single or
partial exercise thereof preclude any other or further exercise thereof or the
exercise of any other right, power or privilege. The rights and remedies herein
provided will be cumulative and not exclusive of any rights or remedies provided
by law.

4.5 Successors and Assigns. The provisions of this Agreement will be
binding upon and inure to the benefit of the parties hereto and their respective
successors and assigns, provided, however, that none of the parties may assign,
delegate or otherwise transfer any of their rights or obligations under this
Agreement without the written consent of the other party hereto. Neither this
Agreement nor any provision hereof is intended to confer upon any Person other
than the parties hereto any rights or remedies hereunder.

4.6 Counterparts; Effectiveness. This Agreement may be signed in any number
of counterparts, each of which will be an original, with the same effect as if
the signatures thereto and hereto were upon the same instrument. This Agreement
will become effective when each party hereto shall have received a counterpart
hereof signed by the other party hereto.

4.7 Entire Agreement. This Agreement, the Investment Agreement, the
Registration Rights Agreement and the documents contemplated thereby (and all
schedules and exhibits thereto) constitute the entire agreement among the
parties with respect to the subject matter hereof and supersede all prior
agreements, understandings and negotiations, both written and oral, between the
parties with respect thereto.

4.8 Governing Law. This Agreement shall be construed in accordance with and
governed by the laws of the State of Delaware, without giving effect to the
principles of conflict of laws thereof.

4.9 Calculation of Beneficial Ownership. Any provision in this Agreement
that refers to a percentage of Voting Securities shall be calculated based on
the aggregate number of issued and outstanding shares of Common Stock at the
time of such calculation (including any shares of Common Stock that would then
be issuable upon the conversion of the Series C Preferred or any outstanding
convertible security), but shall not include any shares of Common Stock issuable
upon any options, warrants or other securities that are exercisable for Common
Stock.

4.10 Severability. In the event that any one or more of the provisions
contained herein, or the application thereof in any circumstances, is held
invalid, illegal or unenforceable in any respect for any reason, the validity,
legality and enforceability of any such provision in every other respect and of
the remaining provisions contained herein shall not be in any way impaired
thereby, it being intended that all of the rights and privileges of the parties
hereto shall be enforceable to the fullest extent permitted by law.

4.11 Jurisdiction; Consent to Service of Process. (a) Each party hereby
irrevocably and unconditionally submits, for itself and its property, to the
exclusive jurisdiction of any state or federal court located in the State of
Delaware (as applicable, a "Delaware Court"), and any appellate court from any
such court, in any suit, action or proceeding arising out of or relating to this
Agreement, or for recognition or enforcement of any judgment resulting from any
such suit, action or proceeding, and each party hereby irrevocably and
unconditionally agrees that all claims in respect of any such suit, action or
proceeding may be heard and determined in the Delaware Court.

(b) It will be a condition precedent to each party's right to bring any
such suit, action or proceeding that such suit, action or proceeding, in the
first instance, be brought in the Delaware Court (unless such suit, action or
proceeding is brought solely to obtain discovery or to enforce a judgment), and
if each such court refuses to accept jurisdiction with respect thereto, such
suit, action or proceeding may be brought in any other court with jurisdiction.

(c) No party may move to (i) transfer any such suit, action or proceeding
from the Delaware Court to another jurisdiction, (ii) consolidate any such suit,
action or proceeding brought in the Delaware Court with a suit, action or
proceeding in another jurisdiction, or (iii) dismiss any such suit, action or
proceeding brought in the Delaware Court for the purpose of bringing the same in
another jurisdiction.

(d) Each party hereby irrevocably and unconditionally waives, to the
fullest extent it may legally and effectively do so, (i) any objection which it
may now or hereafter have to the laying of venue of any suit, action or
proceeding arising out of or relating to this Agreement in the Delaware Court,
(ii) the defense of an inconvenient forum to the maintenance of such suit,
action or proceeding in any such court, and (iii) the right to object, with
respect to such suit, action or proceeding, that such court does not have
jurisdiction over such party. Each party irrevocably consents to service of
process in any manner permitted by law. Notwithstanding the foregoing, this
Section 4.11 will not apply to (x) any suit, action or proceeding by a party
seeking indemnification or contribution pursuant to this Agreement or otherwise
in respect of a suit, action or proceeding against such party by a third party
if such suit, action or proceeding by such party seeking indemnification or
contribution is brought in the same court as the suit, action or proceeding
against such party or (y) any suit, action or proceeding to enforce a judgment
of a Delaware Court.

4.12 WAIVER OF JURY TRIAL. EACH OF THE PARTIES HERETO IRREVOCABLY WAIVES
ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING, CLAIM OR
COUNTERCLAIM, WHETHER IN CONTRACT OR TORT, AT LAW OR IN EQUITY, ARISING OUT OF
OR IN ANY WAY RELATED TO THIS AGREEMENT.

4.13 No Strict Construction. The parties hereto have participated jointly
in the negotiation and drafting of this Agreement. In the event an ambiguity or
question of intent or interpretation arises, this Agreement shall be construed
as if drafted jointly by the parties hereto, and no presumption or burden of
proof shall arise favoring or disfavoring any party by virtue of the authorship
of any of the provisions of this Agreement.

[Signature page follows]


IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed by their respective authorized officers as of the day and year
first above written.


EXPLORER HOLDINGS, L.P.

By: EXPLORER HOLDINGS GENPAR,
L.L.C., its General Partner



By: /S/ KYMBERLYN J. IRVIN
-------------------------------
Kymberlyn J. Irvin
Vice President


OMEGA HEALTHCARE INVESTORS, INC.



By: /S/ C. TAYLOR PICKETT
-------------------------------
C. Taylor Pickett
Chief Executive Officer


EXHIBIT A

Form of Assumption Agreement

The undersigned hereby agrees, effective as of the date hereof, to become a
party to, and be bound by the provisions of, Sections 2.2, 2.5, 3.1 and 3.2 of
that certain Second Amended and Restated Stockholders Agreement (the
"Agreement"), dated as of April 30, 2002, by and between Omega Healthcare
Investors, Inc. and Explorer Holdings, L.P. and for all purposes of such
sections of the Agreement, the undersigned shall be included within the term
"Stockholder" (as defined in the Agreement). The address and facsimile number to
which notices may be sent to the undersigned is as follows:



____________________________
____________________________
____________________________
Facsimile No._______________




[Name]


By: _____________________________
Name:
Title: