to NBD BANK

1
________________________________________________________________________________

OMEGA HEALTHCARE INVESTORS, INC.

Issuer

NBD BANK

Trustee

_________________________

Supplemental Indenture No. 1

Dated as of August 5, 1997

_________________________

$100,000,000
of
6.95% Notes due 2007

________________________________________________________________________________

SUPPLEMENTAL INDENTURE NO. 1, dated as of August 5, 1997 (the
"Supplemental Indenture"), between OMEGA HEALTHCARE INVESTORS, INC., a
corporation duly organized and existing under the laws of the State of Maryland
(herein called the "Company"), and NBD BANK, a Michigan banking corporation
duly organized and existing under the laws of the State of Michigan, as Trustee
(herein called the "Trustee").

RECITALS OF THE COMPANY

The Company has heretofore delivered to the Trustee an Indenture dated
as of January 28, 1997 (the "Indenture"), a form of which has been filed with
the Securities and Exchange Commission under the Securities Act of 1933, as
amended, as an exhibit to the Company's Registration Statement on Form S-3
(Registration No. 333-20967), providing for the issuance from time to time of
Debt Securities of the Company (the "Securities").

Section 301 of the Indenture provides for various matters with respect
to any series of Securities issued under the Indenture to be established in an
indenture supplemental to the Indenture.

Section 901(3) of the Indenture provides for the Company and the
Trustee to enter into an indenture supplemental to the Indenture to establish
the form or terms of Securities of any series as provided by Sections 201 and
301 of the Indenture, including any subordination provisions.

The Board of Directors of the Company has duly adopted resolutions
authorizing the Company to execute and deliver this Supplemental Indenture.

All the conditions and requirements necessary to make this Supplemental
Indenture, when duly executed and delivered, a valid and binding agreement in
accordance with its terms and for the purposes herein expressed, have been
performed and fulfilled.

NOW, THEREFORE, THIS SUPPLEMENTAL INDENTURE WITNESSETH:

For and in consideration of the premises and the purchase of the
Securities provided for herein by the Holders thereof, it is mutually
covenanted and agreed, for the equal and proportionate benefit of all Holders
of the Notes, as follows:

ARTICLE ONE

RELATION TO INDENTURE; DEFINITIONS

SECTION 1.1. Relation to Indenture

This Supplemental Indenture constitutes an integral part of the Indenture.

SECTION 1.2. Definitions.

For all purposes of this Supplemental Indenture, except as otherwise
expressly provided for or unless the context otherwise requires:

(1) Capitalized terms used but not defined herein shall have
the respective meanings assigned to them in the Indenture; and

(2) All references herein to Articles and Sections, unless
otherwise specified, refer to the corresponding Articles and
Sections of this Supplemental Indenture.

"Acquired Debt" means Debt of a Person (i) existing at the time such
Person becomes a Subsidiary or (ii) assumed in connection with the acquisition
of assets from such Person, in each case, other than Debt incurred in
connection with, or in contemplation of, such Person becoming a Subsidiary or
such acquisition. Acquired Debt shall be deemed to be incurred on the date of
the related acquisition of assets from any Person or the date the acquired
Person becomes a Subsidiary.

"Adjusted Total Assets" means the sum of (without duplication) (i) the
Total Assets of the Company and its Subsidiaries as of the end of the most
recent calendar quarter covered in the Company's Annual Report on Form 10-K or
Quarterly Report on Form 10-Q, as the case may be, most recently filed with the
Commission (or, if such filing is not permitted under the Exchange Act, with
the Trustee) prior to the incurrence of such additional Debt and (ii) the
purchase price of any real estate assets or mortgages receivable acquired, and
the amount of any securities offering proceeds received (to the extent such
proceeds were not used to acquire real estate assets or mortgages receivable or
used to reduce Debt), by the Company or any Subsidiary since the end of such
calendar quarter, including those proceeds obtained in connection with the
incurrence of such additional Debt.

"Annual Service Charge" as of any date means the maximum amount which
is expensed in any 12-month period for interest on Debt of the Company and its
Subsidiaries.

"Business Day" means any day, other than a Saturday or Sunday, that is
neither a legal holiday nor a day on which banking institutions in the City of
New York or in the City of Detroit, Michigan are authorized or required by law,
regulation or executive order to close.

"Capital Stock" means, with respect to any Person, any capital stock
(including preferred stock), shares, interests, participations or other
ownership interests (however designated) of such Person and any rights (other
than debt securities convertible into or exchangeable for corporate stock),
warrants or options to purchase any thereof.

"Consolidated Income Available for Debt Service" for any period means
Earnings from Operations of the Company and its Subsidiaries plus amounts which
have been deducted, and minus amounts which have been added, for the following
(without duplication): (i) interest on Debt of the Company and its
Subsidiaries, (ii) provision for

taxes of the Company and its Subsidiaries based on income, (iii) amortization
of debt discount and deferred financing costs, (iv) provisions for gains and
losses on properties and property depreciation and amortization, (v) the effect
of any noncash charge resulting from a change in accounting principles in
determining Earnings from Operations for such period, and (vi) amortization of
deferred charges.

"Debt" of the Company or any Subsidiary means, without duplication, any
indebtedness of the Company or any Subsidiary, whether or not contingent, in
respect of (i) borrowed money or evidenced by bonds, notes, debentures or
similar instruments, (ii) indebtedness for borrowed money of a Person other
than the Company or a Subsidiary which is secured by any Encumbrance existing
on property owned by the Company or any Subsidiary, (iii) the reimbursement
obligations, contingent or otherwise, in connection with any letters of credit
actually issued (other than letters of credit issued to provide credit
enhancement or support with respect to other indebtedness of the Company or any
Subsidiary otherwise reflected as Debt hereunder) or amounts representing the
balance deferred and unpaid of the purchase price of any property or services,
except any such balance that constitutes an accrued expense or trade payable,
or all conditional sale obligations or obligations under any title retention
agreement, (iv) the principal amount of all obligations of the Company or any
Subsidiary with respect to redemption, repayment or other repurchase of any
Disqualified Stock, or (v) any lease of property by the Company or any
Subsidiary as lessee which is reflected on the Company's consolidated balance
sheet as a capitalized lease in accordance with GAAP, to the extent, in the
case of items of indebtedness under (i) through (iii) above, that any such
items (other than letters of credit) would appear as a liability on the
Company's consolidated balance sheet in accordance with GAAP, and also
includes, to the extent not otherwise included, any obligation by the Company
or any Subsidiary to be liable for, or to pay, as obligor, guarantor or
otherwise (other than for purpose of collection in the ordinary course of
business), Debt of another Person (other than the Company or any Subsidiary)
(it being understood that Debt shall be deemed to be incurred by the Company or
any Subsidiary whenever the Company or such Subsidiary shall create, assume,
guarantee or otherwise become liable in respect thereof).

"Disqualified Stock" means, with respect to any Person, any Capital
Stock of such Person which by the terms of such Capital Stock (or by the terms
of any security into which it is convertible or for which it is exchangeable or
exercisable), upon the happening of any event or otherwise (i) matures or is
mandatorily redeemable, pursuant to a sinking fund obligation or otherwise
(other than Capital Stock which is redeemable solely in exchange for common
stock or shares), (ii) is convertible into or exchangeable or exercisable for
Debt or Disqualified Stock or (iii) is redeemable at the option of the holder
thereof, in whole or in part (other than Capital Stock which is redeemable
solely in exchange for common stock or shares), in each case on or prior to the
Stated Maturity of the Notes.

"Earnings from Operations" for any period means net earnings excluding
gains and losses on sales of investments, as reflected in the financial
statements of the Company and its Subsidiaries for such period, determined on a
consolidated basis in accordance with GAAP.

"Encumbrance" means any mortgage, lien, charge, pledge or security
interest of any kind.

"Exchange Act" means the Securities Exchange Act of 1934, as amended,
and the rules and regulations promulgated thereunder by the Commission.

"GAAP" means generally accepted accounting principles as used in the
United States applied on a consistent basis as in effect from time to time;
provided that solely for purposes of any calculation required by the financial
covenants contained herein, "GAAP" shall mean generally accepted accounting
principles as used in the United States on the date hereof, applied on a
consistent basis.

"Government Obligations" means securities which are (i) direct
obligations of the United States of America, for the payment of which its full
faith and credit is pledged or (ii) obligations of a Person controlled or
supervised by and acting as an agency or instrumentality of the United States
of America, the payment of which is unconditionally guaranteed as a full faith
and credit obligation by the United States of America, which are not callable
or redeemable at the option of the issuer thereof, and shall also include a
depository receipt issued by a bank or trust company as custodian with respect
to any such Government Obligation held by such custodian for the account of the
holder of a depository receipt, provided that (except as required by law) such
custodian is not authorized to make any deduction from the amount payable to
the holder of such depository receipt from any amount received by the custodian
in respect of the Government Obligation or the specific payment of interest on
or principal of the Government Obligation evidenced by such depository receipt.

"Make-Whole Amount" means, in connection with any optional redemption
or accelerated payment of any Note, the excess, if any, of (i) the aggregate
present value as of the date of such redemption or accelerated payment of each
dollar of principal being redeemed or paid and the amount of interest
(exclusive of interest accrued to the date of redemption or accelerated
payment) that would have been payable in respect of such dollar if such
redemption or accelerated payment had not been made, determined by discounting,
on a semi-annual basis, such principal and interest at the Reinvestment Rate
(determined on the third Business Day preceding the date such notice of
redemption is given or declaration of acceleration is made) from the respective
dates on which such principal and interest would have been payable if such
redemption or accelerated payment had not been made, over (ii) the aggregate
principal amount of the Notes being redeemed or paid.

"Notes" has the meaning specified in Section 2.1 hereof.

"Reinvestment Rate" means .25% (twenty-five one hundredths of one
percent) plus the arithmetic mean of the yields under the respective headings
"This Week" and "Last Week" published in the Statistical Release under the
caption "Treasury Constant Maturities" for the maturity (rounded to the nearest
month) corresponding to the remaining life to maturity, as of the payment date
of the principal being redeemed or paid. If no maturity exactly corresponds to
such maturity, yields for the two published maturities most closely
corresponding to such maturity shall be calculated pursuant to the immediately
preceding sentence and the Reinvestment Rate shall be interpolated or
extrapolated from such yields on a straight-line basis, rounding in each of
such relevant periods to the nearest month. For such purposes of calculating
the Reinvestment Rate, the most recent Statistical

Release published prior to the date of determination of the Make-Whole Amount
shall be used.

"Secured Debt" means Debt secured by an Encumbrance.

"Significant Subsidiary" has the meaning ascribed to such term in
Regulation S-X promulgated under the Securities Act of 1933, as amended.

"Statistical Release" means the statistical release designated
"H.15(519)" or any successor publication which is published weekly by the
Federal Reserve System and which establishes yields on actively traded United
States government securities adjusted to constant maturities or, if such
statistical release is not published at the time of any determination of the
Make-Whole Amount, then such other reasonably comparable index which shall be
designated by the Company.

"Subsidiary" means, with respect to any Person, any corporation or
other entity of which a majority of (i) the voting power of the voting equity
securities, or (ii) the outstanding equity interests of which are owned,
directly or indirectly, by such Person. For the purposes of this definition,
"voting equity securities" means equity securities having voting power for the
election of directors, whether at all times or only so long as no senior class
of security has such voting power by reason of any contingency.

"Total Assets" as of any date means the sum of (i) the Undepreciated
Real Estate Assets and (ii) all other assets of the Company and its
Subsidiaries determined in accordance with GAAP (but excluding accounts
receivable and intangibles).

"Total Unencumbered Assets" means the sum of (i) those Undepreciated
Real Estate Assets not subject to an Encumbrance for borrowed money and (ii)
all other assets of the Company and its Subsidiaries not subject to an
Encumbrance for borrowed money, determined in accordance with GAAP (but
excluding accounts receivable and intangibles).

"Undepreciated Real Estate Assets" as of any date means the cost
(original cost plus capital improvements) of real estate assets of the Company
and its Subsidiaries on such date, before depreciation and amortization,
determined on a consolidated basis in accordance with GAAP.

"Unsecured Debt" means Debt which is not secured by any Encumbrance
upon any of the properties of the Company or any Subsidiary.

ARTICLE TWO

THE SERIES OF NOTES

SECTION 2.1. Title of the Securities.

There shall be a series of Securities designated the "6.95% Notes due
2007" (the "Notes").

SECTION 2.2. Limitation on Aggregate Principal Amount.

The aggregate principal amount of the Notes shall be limited to
$100,000,000, and, except as provided in this Section and in Section 306 of the
Indenture, the Company shall not execute and the Trustee shall not authenticate
or deliver Notes in excess of such aggregate principal amount.

Nothing contained in this Section 2.2 or elsewhere in this Supplemental
Indenture, or in the Notes, is intended to or shall limit execution by the
Company or authentication or delivery by the Trustee of Notes under the
circumstances contemplated by Sections 303, 304, 305, 306, 905 and 1107 of the
Indenture.

SECTION 2.3. Interest and Interest Rates; Maturity Date of
Notes.

The Notes will bear interest at a rate of 6.95% per annum from August
5, 1997 or from the immediately preceding Interest Payment Date to which
interest has been paid or duly provided for, payable semi-annually in arrears
on February 1 and August 1 of each year, commencing February 1, 1998 (each, an
"Interest Payment Date"), to the Person in whose name such Note is registered
at the close of business on January 15 or July 15 (whether or not a Business
Day), as the case may be, next preceding such Interest Payment Date (each, a
"Regular Record Date"). Interest will be computed on the basis of a 360-day
year comprised of twelve 30-day months. The interest so payable on any Note
which is not punctually paid or duly provided for on any Interest Payment Date
shall forthwith cease to be payable to the Person in whose name such Note is
registered on the relevant Regular Record Date, and such defaulted interest
shall instead be payable to the Person in whose name such Note is registered on
the Special Record Date or other specified date determined in accordance with
the Indenture.

If any Interest Payment Date or Maturity falls on a day that is not a
Business Day, the required payment shall be made on the next Business Day as if
it were made on the date such payment was due and no interest shall accrue on
the amount so payable for the period from and after such Interest Payment Date
or Maturity, as the case may be.

The Notes will mature on August 1, 2007.

SECTION 2.4. Limitations on Incurrence of Debt.

(a) The Company will not, and will not permit any Subsidiary to,
incur any Debt if, immediately after giving effect to the incurrence of such
additional Debt and the application of the proceeds thereof, the aggregate
principal amount of all outstanding Debt of the Company and its Subsidiaries on
a consolidated basis determined in accordance with GAAP is greater than 60% of
Adjusted Total Assets.

(b) In addition to the limitation set forth in subsection (a) of this
Section 2.4, the Company will not, and will not permit any Subsidiary to, incur
any Debt if the ratio of Consolidated Income Available for Debt Service to the
Annual Service Charge for the four consecutive fiscal quarters most recently
ended prior to the date on which such additional Debt is to be incurred shall
have been less than 1.5x, on a pro forma basis after giving effect thereto and
to the application of the proceeds therefrom, and calculated on the assumption
that (i) such Debt and any other Debt incurred by the Company and its
Subsidiaries since the first day of such four-quarter period and the
application of the proceeds therefrom, including to refinance other Debt, had
occurred at the beginning of such period; (ii) the repayment or retirement of
any other Debt by the Company and its Subsidiaries since the first day of such
four-quarter period had been repaid or retired at the beginning of such period
(except that, in making such computation, the amount of Debt under any
revolving credit facility shall be computed based upon the average daily
balance of such Debt since the first day of such four-quarter period); (iii) in
the case of Acquired Debt or Debt incurred in connection with any acquisition
since the first day of such four-quarter period, the related acquisition had
occurred as of the first day of such period with the appropriate adjustments
with respect to such acquisition being included in such pro forma calculation;
and (iv) in the case of any acquisition or disposition by the Company or its
Subsidiaries of any asset or group of assets since the first day of such
four-quarter period, whether by merger, stock purchase or sale, or asset
purchase or sale, such acquisition or disposition or any related repayment of
Debt had occurred as of the first day of such period with the appropriate
adjustments with respect to such acquisition or disposition being included in
such pro forma calculation.

(c) In addition to the limitations set forth in subsections (a) and
(b) of this Section 2.4, the Company will not, and will not permit any
Subsidiary to, incur any Secured Debt if, immediately after giving effect to
the incurrence of such additional Secured Debt and the application of the
proceeds thereof, the aggregate principal amount of all outstanding Secured
Debt of the Company and its Subsidiaries on a consolidated basis is greater
than 40% of Adjusted Total Assets.

(d) The Company and its Subsidiaries will maintain Total Unencumbered
Assets of not less than 200% of the aggregate outstanding principal amount of
the Unsecured Debt of the Company and its Subsidiaries on a consolidated basis.

(e) For purposes of this Section 2.4, Debt shall be deemed to be
"incurred" by the Company or a Subsidiary whenever the Company or such
Subsidiary shall create, assume, guarantee or otherwise become liable in
respect thereof.

SECTION 2.5. Redemption.

The Notes may be redeemed at any time at the option of the Company, in
whole or in part, at a redemption price equal to the sum of (i) the principal
amount of the Notes being redeemed plus accrued interest thereon to the
Redemption Date and (ii) the Make-Whole Amount, if any, with respect to such
Notes (the "Redemption Price").

SECTION 2.6. Places of Payment.

The Places of Payment where the Notes may be presented or surrendered
for payment, where the Notes may be surrendered for registration of transfer or
exchange and where notices and demands to and upon the Company in respect of
the Notes and the Indenture may be served shall be at the office of the Trustee
located at NBD Bank, ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Attention:
Corporate Trust Department.

SECTION 2.7. Method of Payment.

For so long as the Notes are issued in the form of Global Debt
Securities, payment of principal of and interest on such Notes will be made
through the Depositary for such Debt Securities. In the event the Notes are
issued in definitive form, or the Depositary with respect to any Global Debt
Securities is unable to affect payment of principal and interest on such Notes,
payment of principal and interest on such Notes will be made at the office or
agency of the Trustee maintained for such purpose. In either case, payment of
the principal of and interest on the Notes will be made in such coin or
currency of the United States of America as at the time of payment is legal
tender for payment of public and private debts; provided, however, that at the
option of the Company, payments of principal and interest on the Notes (other
than payments of principal and interest due at Maturity) may be made (i) by
check mailed to the address of the Person entitled thereto as such address
shall appear in the Security Register or (ii) by wire transfer to an account
maintained by the Person entitled thereto located within the United States.

SECTION 2.8. Currency.

Principal and interest on the Notes shall be payable in U.S. Dollars.

SECTION 2.9. Registered Securities; Global Form.

The Notes shall be issuable and transferable in fully registered form
as Registered Debt Securities, without coupons. The Notes shall each be issued
in the form of one or more permanent Global Debt Securities. The Depository
for the Notes shall be The Depository Trust Company ("DTC"). The Notes shall
not be issuable in definitive form except as provided in Section 305 of the
Indenture.

SECTION 2.10. Form of Notes

The Notes shall be substantially in the form attached as
Exhibit A hereto.

SECTION 2.11. Registrar and Paying Agent.

The Trustee shall initially serve as the Debt Securities Registrar and
Paying Agent for the Notes.

SECTION 2.12. Defeasance.

(a) The following Article Fifteen shall be added to the Indenture.

ARTICLE FIFTEEN -- DEFEASANCE AND COVENANT DEFEASANCE

SECTION 1501. Applicability of Article: Company's Option to Effect
Defeasance or Covenant Defeasance. If, pursuant to Section 301, provision is
made for either or both of (a) defeasance of the Debt Securities of or within a
series under 1502 or (b) covenant defeasance of the Debt Securities of or
within a series under Section 1503, then the provisions of such Section or
Sections, as the case may be, together with the other provisions of this
Article (with such modifications thereto as may be specified pursuant to
Section 301 with respect to any Debt Securities), shall be applicable to such
Debt Securities and any coupons appertaining thereto, and the Company may at
its option by Board Resolution, at any time, with respect to such Debt
Securities and any coupons appertaining thereto, elect to have Section 1502 (if
applicable) or Section 1503 (if applicable) be applied to such Outstanding Debt
Securities and any coupons appertaining thereto upon compliance with the
conditions set forth below in this Article.

SECTION 1502. Defeasance and Discharge. Upon the Company's exercise
of the above option applicable to this Section with respect to any Debt
Securities of or within a series, the Company shall be deemed to have been
discharged from its obligations with respect to such Outstanding Debt
Securities and any coupons appertaining thereto on the date the conditions set
forth in Section 1504 are satisfied (hereinafter, "defeasance"). For this
purpose, such defeasance means that the Company shall be deemed to have paid
and discharged the entire indebtedness represented by such Outstanding Debt
Securities and any coupons appertaining thereto, which shall thereafter be
deemed to be "Outstanding" only for the purposes of Section 1505 and the other
Sections of this Indenture referred to in clauses (A) and (B) below, and to
have satisfied all of its other obligations under such Debt Securities and any
coupons appertaining thereto and this Indenture insofar as such Debt Securities
and any coupons appertaining thereto are concerned (and the Trustee, at the
expense of the Company, shall execute proper instruments acknowledging the
same), except for the following which shall survive until otherwise terminated
or discharged hereunder: (A) the rights of Holders of such Outstanding Debt
Securities and any coupons appertaining thereto to receive, solely from the
trust fund described in Section 1504 and as more fully set forth in such
Section, payments in respect of the principal of (and premium or Make-Whole
Amount, if any) and interest, if any, on such Debt Securities and any coupons
appertaining thereto when such payments are due, (B) the Company's obligations
with respect to such Debt Securities under Sections 305, 306, 1002 and 1003,
and Article Thirteen (C) the rights, powers, trusts, duties and immunities of
the Trustee hereunder and (D) this Article. Subject to compliance with this
Article Fifteen, the Company may exercise its option under this Section
notwithstanding the prior exercise of its option under Section 1503 with
respect to such Debt Securities and any coupons appertaining thereto.

SECTION 1503. Covenant Defeasance. Upon the Company's exercise of the
above option applicable to this Section with respect to any Debt Securities of
or within a series, the Company shall be released from its obligations under
Sections 1004 and Sections 1006 to 1008, inclusive, and, if specified pursuant
to Section 301, its obligations under any other covenant contained herein or in
any indenture supplemental hereto, with respect to such Outstanding Debt
Securities and any coupons appertaining thereto on and after the date the
conditions set forth in Section 1504 are satisfied (hereinafter, "covenant
defeasance"), and such Debt Securities and any coupons appertaining thereto
shall thereafter be deemed to be not "Outstanding" for the purposes of any
direction, waiver, consent or declaration or Act of Holders (and the
consequences of any thereof) in connection with Sections 1004 and Sections 1006
to 1008, inclusive, or such other covenant, but shall continue to be deemed
"Outstanding" for all other purposes hereunder. For this purpose, such
covenant defeasance means that, with respect to such Outstanding Debt
Securities and any coupons appertaining thereto, the Company may omit to comply
with and shall have no liability in respect of any term, condition or
limitation set forth in any such Section or such other covenant, whether
directly or indirectly, by reason of any reference elsewhere herein to any such
Section or other covenant or by reason of reference in any such Section or such
other covenant to any other provision herein or in any other document and such
omission to comply shall not constitute a default or an Event of Default under
Section 501(4) or 501(9) or otherwise, as the case may be, but, except as
specified above, the remainder of this Indenture and such Debt Securities and
any coupons appertaining thereto shall be unaffected thereby.

SECTION 1504. Conditions to Defeasance or Covenant Defeasance. The
following shall be the conditions to application of Section 1502 or Section
1503 to any Outstanding Debt Securities of or within a series and any coupons
appertaining thereto:

(a) The Company shall irrevocably have deposited or caused to be
deposited with the Trustee (or another trustee satisfying the requirements of
Section 608 who shall agree to comply with the provisions of this Article
Fifteen applicable to it) as trust funds in trust for the purpose of making the
following payments, specifically pledged as security for, and dedicated solely
to, the benefit of the Holders of such Debt Securities and any coupons
appertaining thereto, (1) an amount in such currency, currencies or currency
unit in which such Debt Securities and any coupons appertaining thereto are
then specified as payable at Stated Maturity, or (2) Government Obligations
applicable to such Debt Securities and coupons appertaining thereto (determined
on the basis of the currency, currencies or currency unit in which such Debt
Securities and coupons appertaining thereto are then specified as payable at
Stated Maturity) which through the scheduled payment of principal and interest
in respect thereof in accordance with their terms will provide, not later than
the due date of any payment of principal of (and premium or Make-Whole Amount,
if any) and interest, if any, on such Debt Securities and any coupons
appertaining thereto, money in an amount, or (3) a combination thereof, in any
case, in an amount, sufficient, without consideration of any reinvestment of
such principal and interest, in the opinion of a nationally recognized firm of
independent public accountants expressed in written certification thereof
delivered to the Trustee, to pay and discharge, and which shall be applied by
the Trustee (or other qualifying trustee) to pay and discharge, (i) the
principal of (and premium or Make-Whole Amount, if any) and interest, if any,
on such Outstanding Debt Securities and any coupons appertaining thereto on the
Stated Maturity of such principal or installment of principal or interest and
(ii) any

mandatory sinking fund payments or analogous payments applicable to such
Outstanding Debt Securities and any coupons appertaining thereto on the day on
which such payments are due and payable in accordance with the terms of this
Indenture and of such Debt Securities and any coupons appertaining thereto.

(b) Such defeasance or covenant defeasance shall not result in a
breach or violation of, or constitute a default under, this Indenture or any
other material agreement or instrument to which the Company is a party or by
which it is bound.

(c) No Event of Default or event which with notice or lapse of time or
both would become an Event of Default with respect to such Debt Securities and
any coupons appertaining thereto shall have occurred and be continuing on the
date of such deposit or, insofar as Sections 501(5) and 501(6) are concerned,
at any time during the period ending on the 91st day after the date of such
deposit (it being understood that this condition shall not be deemed satisfied
until the expiration of such period).

(d) In the case of an election under Section 1502, the Company shall
have delivered to the Trustee an Opinion of Counsel stating that (i) the
Company has received from, or there has been published by, the Internal Revenue
Service a ruling, or (ii) since the date of execution of this Indenture, there
has been a change in the applicable Federal income tax law, in either case to
the effect that, and based thereon such opinion such confirm that, the Holders
of such Outstanding Debt Securities and any coupons appertaining thereto will
not recognize income, gain or loss for Federal income tax purposes as a result
of such defeasance and will be subject to Federal income tax on the same
amounts, in the same manner and at the same times as would have been the case
if such defeasance had not occurred.

(e) In the case of an election under Section 1503, the Company shall
have delivered to the Trustee an Opinion of Counsel to the effect that the
Holders of such Outstanding Debt Securities and any coupons appertaining
thereto will not recognize income, gain or loss for Federal income tax purposes
as a result of such covenant defeasance and will be subject to Federal income
tax on the same amounts, in the same manner and at the same times as would have
been the case if such covenant defeasance had not occurred.

(f) The Company shall have delivered to the Trustee an Officers'
Certificate and an Opinion of Counsel, each stating that all conditions
precedent to the defeasance under Section 1502 or the covenant defeasance under
Section 1503 (as the case may be) have been complied with and an Opinion of
Counsel to the effect that either (i) as a result of a deposit pursuant to
subsection (a) above and the related exercise of the Company's option under
Section 1502 or Section 1503 (as the case may be), registration is not
required under the Investment Company Act of 1940, as amended, by the Company,
with respect to the trust funds representing such deposit or by the Trustee for
such trust funds or (ii) all necessary registrations under said Act have been
effected.

(g) Notwithstanding any other provisions of this Section, such
defeasance or covenant defeasance shall be effected in compliance with any
additional or substitute terms, conditions or limitations which may be imposed
on the Company in connection therewith pursuant to Section 301.

SECTION 1505. Deposited Money and Government Obligations to Be Held in
Trust; Other Miscellaneous Provisions. Subject to the provisions of the last
paragraph of Section 1003, all money and Government Obligations (or other
property as may be provided pursuant to Section 301) (including the proceeds
thereof) deposited with the Trustee (or other qualifying trustee, collectively
for purposes of this Section 1505, the "Trustee") pursuant to Section 1504 in
respect of any Outstanding Debt Securities of any series and any coupons
appertaining thereto shall be held in trust and applied by the Trustee, in
accordance with the provisions of such Debt Securities and any coupons
appertaining thereto and this Indenture, to the payment, either directly or
through any Paying Agent (including the Company acting as its own Paying Agent)
as the Trustee may determine, to the Holders of such Debt Securities and any
coupons appertaining thereto of all sums due and to become due thereon in
respect of principal (and premium or Make-Whole Amount, if any) and interest,
but such money need not be segregated from other funds except to the extent
required by law.

Unless otherwise specified with respect to any Debt Security pursuant
to Section 301, if, after a deposit referred to in Section 1504(a) has been
made, (a) the Holder of a Debt Security in respect of which such deposit was
made is entitled to, and does, elect pursuant to Section 301 or the terms of
such Debt Security to receive payment in a currency or currency unit other than
that in which the deposit pursuant to Section 1504(a) has been made in respect
of such Debt Security, or (b) a Conversion Event occurs in respect of the
currency or currency unit in which the deposit pursuant to Section 1504(a) has
been made, the indebtedness represented by such Debt Security and any coupons
appertaining thereto shall be deemed to have been, and will be, fully
discharged and satisfied through the payment of the principal of (and premium
or Make-Whole Amount, if any), interest, if any, on such Security as the same
becomes due out of the proceeds yielded by converting (from time to time as
specified below in the case of any such election) the amount or other property
deposited in respect of such Security into the currency or currency unit in
which such Debt Security becomes payable as a result of such election or
Conversion Event based on the applicable market exchange rate for such currency
or currency unit in effect on the second Business Day prior to each payment
date, except, with respect to a Conversion Event, for such currency or currency
unit in effect (as nearly as feasible) at the time of the Conversion Event.

The Company shall pay and indemnify the Trustee against any tax, fee or
other charge imposed on or assessed against the Government Obligations
deposited pursuant to Section 1504 or the principal and interest received in
respect thereof other than any such tax, fee or other charge which by law is
for the account of the Holders of such Outstanding Debt Securities and any
coupons appertaining thereto.

Anything in this Article to the contrary notwithstanding, subject to
Section 607, the Trustee shall deliver or pay to the Company from time to time
upon Company Request any money or Government Obligations (or other property and
any proceeds therefrom) held by it as provided in Section 1504 which, in the
opinion of a nationally recognized firm of independent public accountants
expressed in a written certification thereof delivered to the Trustee, are in
excess of the amount thereof which would then be required to be deposited to
effect a defeasance or covenant defeasance, as applicable, in accordance with
this Article.

(b) The provisions of Sections 1502 and 1503 of the Indenture,
together with the other provisions of Article Fifteen of the Indenture, shall
be applicable to the Notes. The provisions of Section 1503 of the Indenture
shall apply to the covenants set forth in Sections 2.4 and 2.16 of this
Supplemental Indenture and to those covenants specified in Section 1503 of the
Indenture.

SECTION 2.13. Events of Default

The provisions of clauses (2), (5) and (6) of Section 501 of the
Indenture as applicable with respect to the Notes shall be deemed to be amended
and restated in its entirety to read as follows:

(2) default in the payment of the principal of (or Make-Whole
Amount, if any,) on any Notes when due and payable; or

(5) a receiver, liquidator, assignee, custodian, trustee,
conservator, sequestrator or other similar official shall take possession of
the Company or any Significant Subsidiary or any substantial part of its
property without its consent, or the entry of a decree or order for relief by a
court having jurisdiction in the premises in respect of the Company or any
Significant Subsidiary in an involuntary case under the Federal Bankruptcy Code
or any other applicable Federal or State law, or appointing a receiver,
liquidator, custodian, assignee, trustee, sequestrator, conservator, or other
similar official of the Company or any Significant Subsidiary or of any
substantial part of its property, or ordering the winding up or liquidation of
its affairs, and the continuance of any such possession, decree or order
unstayed and in effect for a period of 60 consecutive days; or

(6) the commencement by the Company or any Significant Subsidiary
of a voluntary case under the Federal Bankruptcy Code or any other applicable
Federal or State law, or the consent by either of the foregoing to the entry of
an order for relief in an involuntary case under any such law, or the consent
to the appointment of or taking possession by a receiver, liquidator, assignee,
custodian, trustee, conservator, sequestrator or other similar official or of
any substantial part of its property, or the making of an assignment for the
benefit of creditors; or

The provisions of Section 501 of the Indenture as applicable with
respect to the Notes shall be further deemed to be amended by renumbering
existing clause (7) to be clause (9) and by adding the following new clauses
(7) and (8):

(7) default under any bond, debenture, note, mortgage, indenture
or instrument under which there may be issued or by which there may be secured
or evidenced any indebtedness for money borrowed by the Company (or by any
Subsidiary, the repayment of which the Company has guaranteed or for which the
Company is directly responsible or liable as obligor or guarantor), having an
aggregate principal amount outstanding of at least $10,000,000, whether such
indebtedness now exists or shall hereafter be created, which default shall have
resulted in such indebtedness becoming or being declared due and payable prior
to the date on which it would otherwise have become due and payable, without
such indebtedness having been discharged, or such acceleration having been
rescinded or annulled, within a period of 10 days after there shall have given,
by registered or certified mail, to the Company by the Trustee or to the
Company and the

Trustee by the Holders of at least 10% in principal amount of the Outstanding
Notes a written notice specifying such default and requiring the Company to
cause such indebtedness to be discharged or cause such acceleration to be
rescinded or annulled and stating that such notice is a "Notice of Default"
hereunder; or

(8) the entry by a court of competent jurisdiction of one or more
judgments, orders or decrees against the Company or any of its Subsidiaries in
an aggregate amount (excluding amounts covered by insurance) in excess of
$10,000,000 and such judgements, orders or decrees remain undischarged,
unstayed and unsatisfied in an aggregate amount (excluding amounts covered by
insurance) in excess of $10,000,000 for a period of 30 consecutive days; or

SECTION 2.14. Acceleration of Maturity; Rescission and
Annulment.

The provisions of the first paragraph of Section 502 of the Indenture
as applicable with respect to the Notes shall be deemed to be amended and
restated in their entirety to read as follows:

If an Event of Default with respect to Debt Securities of any series at
the time Outstanding occurs and is continuing, then in every such case the
Trustee or the Holders of not less than 25% in principal amount of the
Outstanding Notes may declare the principal (or, if any Debt Securities are
Original Issue Discount Securities or Indexed Securities, such portion of the
principal as may be specified in the terms thereof) of, and the Make-Whole
Amount, if any, on, all the Notes to be due and payable immediately, by a
notice in writing to the Company (and to the Trustee if given by the Holders),
and upon any such declaration such principal or specified portion thereof shall
become immediately due and payable. If an Event of Default with respect to the
Notes set forth in Section 501(6) of the Indenture occurs and is continuing,
then in every such case all the Notes shall become immediately due and payable,
without notice to the Company, at the principal amount thereof (or, if any
Notes are Original Issue Discount Securities or Indexed Securities, such
portion of the principal as may be specified in the terms thereof) plus accrued
interest to the date the Notes are paid plus the Make-Whole Amount, if any, on
the Notes.

SECTION 2.15. Provision of Financial Information.

Whether or not the Company is subject to Section 13 or 15(d) of the
Exchange Act, the Company will, to the extent permitted under the Exchange Act,
file with the Commission the annual reports, quarterly reports and other
documents which the Company would have been required to file with the
Commission pursuant to such Section 13 or 15(d) if the Company were so subject,
such documents to be filed with the Commission on or prior to the respective
dates (the "Required Filing Dates") by which the Company would have been
required so to file such documents if the Company were so subject.

The Company will also in any event (x) within 15 days after each
Required Filing Date (i) if the Company is not then subject to Section 13 or
15(d) of the Exchange Act, transmit by mail to all Holders, as their names and
addresses appear in the Debt Securities Register, without cost to such Holders,
copies of the annual reports and

quarterly reports which would have been required to file with the Commission
pursuant to Section 13 or 15(d) of the Exchange Act if the Company were subject
to such Sections, and (ii) file with the Trustee copies of annual reports,
quarterly reports and other documents which the Company would have been
required to file with the Commission pursuant to Section 13 or 15(d) of the
Exchange Act if the Company were subject to such Sections and (y) if filing
such documents by the Company with the Commission is not permitted under the
Exchange Act, promptly upon written request and payment of the reasonable cost
of duplication and delivery, supply copies of such documents to any prospective
Holder.

SECTION 2.16. Additional Covenant; Waiver of Certain Covenants.

(a) The following Section 1008 shall be added to Article Ten of the
Indenture:

SECTION 1008. EXISTENCE. Subject to Article Eight, the Company will
do or cause to be done all things necessary to preserve and keep in full force
and effect its corporate existence, all material rights (by articles of
incorporation, by-laws and statute) and material franchises; provided, however,
that the Company shall not be required to preserve any such right or franchise
if the Board of Directors shall determine that the preservation thereof is no
longer desirable in the conduct of the business of the Company.

(b) Notwithstanding the provisions of Section 1005 of the Indenture,
the Company may omit in any particular instance to comply with any term,
provision or condition set forth in Sections 1004 and Sections 1006 to 1008,
inclusive, of the Indenture, with Sections 2.4 and 2.15 of this Supplemental
Indenture and with any other term, provision or condition with respect to the
Notes (except any such term, provision or condition which could not be amended
without the consent of all Holders of the Notes), if before or after the time
for such compliance the Holders of at least a majority in principal amount of
all outstanding Notes or such series thereof, as applicable, by Act of such
Holders, either waive such compliance in such instance or generally waive
compliance with such covenant or condition. Except to the extent so expressly
waived, and until such waiver shall become effective, the obligations of the
Company and the duties of the Trustee in respect of any such term, provision or
condition shall remain in full force and effect.

SECTION 2.17. Immunity of Stockholders, Directors, Officers and
Agents of the Company.

The following Section 115 shall be added to Article One of the
Indenture:

SECTION 115. IMMUNITY OF STOCKHOLDERS, DIRECTORS, OFFICERS AND AGENTS
OF THE COMPANY. No recourse under or upon any obligation, covenant or
agreement contained in this Indenture, or in any Debt Security, or because of
any indebtedness evidenced thereby, shall be had against any past, present or
future stockholder, employee, officer or director, as such, of the Company or
of any successor, either directly or through the Company or any successor,
under any rule of law, statute or constitutional provision or by the
enforcement of any assessment or by any legal or

equitable proceeding or otherwise, all such liability being expressly waived
and released by the acceptance of the Debt Securities by the Holders and as
part of the consideration for the issue of the Debt Securities.

SECTION 2.18. Make-Whole Amount. The Indenture shall be
amended such that in each instance where the payment of "premium" is mentioned
with respect to any Debt Security, such term shall also refer to the Make-Whole
Amount.

ARTICLE THREE

MISCELLANEOUS PROVISIONS

SECTION 3.1. Ratification of Indenture.

Except as expressly modified or amended hereby, the Indenture continues
in full force and effect and is in all respects confirmed and preserved.

SECTION 3.2. Governing Law.

This Supplemental Indenture and each Note shall be governed by and
construed in accordance with the laws of the State of New York. This
Supplemental Indenture is subject to the provisions of the Trust Indenture Act
of 1939, as amended, and shall, to the extent applicable, be governed by such
provisions.

SECTION 2.19. Counterparts.

This Supplemental Indenture may be executed in any number of
counterparts, each of which so executed shall be deemed to be an original, but
all such counterparts shall together constitute but one and the same
instrument.

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

OMEGA HEALTHCARE INVESTORS, INC.

By:______________________________
Name:
Title:

NBD BANK
as Trustee

By:______________________________
Name:
Title:

EXHIBIT A TO

SUPPLEMENTAL INDENTURE

UNLESS THIS SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, TO THE COMPANY (AS DEFINED BELOW) OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS
REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY
AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR
TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC),
ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY
PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN
INTEREST HEREIN.

THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING SET FORTH IN THE
INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF DTC OR A
NOMINEE OF DTC. THIS SECURITY IS EXCHANGEABLE FOR SECURITIES REGISTERED IN THE
NAME OF A PERSON OTHER THAN DTC OR ITS NOMINEE ONLY IN THE LIMITED
CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND MAY NOT BE TRANSFERRED EXCEPT AS
A WHOLE BY DTC TO A NOMINEE OF DTC OR ANOTHER NOMINEE OF DTC OR BY DTC OR ITS
NOMINEE TO A SUCCESSOR DEPOSITORY OR ITS NOMINEE.

Registered No. ________ PRINCIPAL AMOUNT
CUSIP No.: __________ $[__________]

OMEGA HEALTHCARE INVESTORS, INC.

6.95% NOTE DUE 2007

OMEGA HEALTHCARE INVESTORS, INC., a corporation duly organized and
existing under the laws of the State of Maryland (herein referred to as the
"Company" which term shall include any successor corporation under the
Indenture hereinafter referred to), for value received, hereby promises to pay
to CEDE & CO., or registered assigns, upon presentation, the principal sum of
[____________] MILLION DOLLARS on August 1, 2007 and to pay interest on the
outstanding principal amount thereon from August 5, 1997, or from the
immediately preceding Interest Payment Date to which interest has been paid or
duly provided for, semi-annually in arrears on February 1 and August 1 in each
year, commencing February 1, 1998, at the rate of 6.95% per annum, until the
entire principal hereof is paid or made available for payment. The interest so
payable and punctually paid or duly provided for on any Interest Payment Date
will, as provided in the Indenture, be paid to the Person in whose name this
Security is registered at the close of business on the Regular Record Date for
such interest which shall be the January 15 or July 15 (whether or not a
Business Day), as the case may be, next preceding such Interest Payment Date.
Any such interest not so punctually paid or duly provided for shall forthwith
cease to be payable to the Holder on such Regular Record Date, and may either
be paid to the Person in whose name this Security is registered at the close of
business on a Special Record Date for the payment of such Defaulted Interest to
be fixed by the Trustee, notice whereof shall be given to Holders of the
Securities not more than 15 days and not less than 10 days prior to such
Special Record Date, or may be paid at any

A-1

time in any other lawful manner not inconsistent with the requirements of any
securities exchange on which the Securities may be listed, and upon such notice
as may be required by such exchange, all as more fully provided in the
Indenture. Payment of the principal of and interest on this Security will be
made at the office or agency maintained for that purpose in the City of New
York, New York, or elsewhere as provided in the Indenture, in such coin or
currency of the United States of America as at the time of payment is legal
tender for payment of public and private debts; provided, however, that at the
option of the Company payments of principal and interest on the Notes (other
than payments of principal and interest due at Maturity) may be made (i) by
check mailed to the address of the Person entitled thereto as such address
shall appear in the Security Register or (ii) by wire transfer to an account of
the Person entitled thereto located within the United States.

Securities of this series are one of a duly authorized issue of
securities of the Company (herein called the "Securities"), issued and to be
issued in one or more series under an Indenture, dated as of January 28, 1997,
as supplemented by Supplemental Indenture No. 1, dated as of August 5, 1997 (as
so supplemented, herein called the "Indenture"), between the Company and NBD
Bank (herein called the "Trustee," which term includes any successor trustee
under the Indenture), to which Indenture and all indentures supplemental
thereto reference is hereby made for a statement of the respective rights,
limitations of rights, duties and immunities thereunder of the Company, the
Trustee and the Holders of the Securities and of the terms upon which the
Securities are authenticated and delivered. This Security is one of the series
designated in the first page thereof, limited in aggregate principal amount to
$100,000,000.

Securities of this series may be redeemed at any time at the option of
the Company, in whole or in part, upon notice of not more than 60 nor less than
30 days prior to the Redemption Date, at a redemption price equal to the sum of
(i) the principal amount of the Securities being redeemed plus accrued interest
thereon to the Redemption Date and (ii) the Make-Whole Amount, if any, with
respect to such Securities.

The Indenture contains provisions for defeasance at any time of (a) the
entire indebtedness of the Company on this Security, and (b) certain
restrictive covenants and the related defaults and Events of Default applicable
to the Company, in each case, upon compliance by the Company with certain
conditions set forth in the Indenture, which provisions apply to this Security.

If an Event of Default with respect to the Securities shall occur and
be continuing, the principal of the Securities may be declared due and payable
in the manner and with the effect provided in the Indenture.

As provided in and subject to the provisions of the Indenture, the
Holder of this Security shall not have the right to institute any proceeding
with respect to the Indenture or for the appointment of a receiver or trustee
or for any other remedy thereunder, unless such Holder shall have previously
given written notice to the Trustee of a continuing Event of Default with
respect to the Securities, the Holders of not less than 25% in principal amount
of the Securities of this series at the time Outstanding shall have made
written request to the Trustee to institute proceedings in respect of such
Event of Default as Trustee and offered the Trustee reasonable indemnity and
the Trustee shall not have received from the Holders of a majority in principal
amount of Securities of this series at

A-2

the time Outstanding a direction inconsistent with such request, and shall have
failed to institute any such proceeding, for 60 days after receipt of such
notice, request and offer of indemnity. The foregoing shall not apply to any
suit instituted by the Holder of this Security for the enforcement of any
payment of principal hereof or any interest on or after the respective due
dates expressed herein.

The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Securities of each series to be
affected under the Indenture at any time by the Company and the Trustee with
the consent of the Holders of not less than a majority in principal amount of
the Outstanding Securities of each series of Securities then Outstanding
affected thereby. The Indenture also contains provisions permitting the
Holders of specified percentages in principal amount of the Securities of each
series at the time Outstanding, on behalf of the Holders of all Securities of
such series, to waive compliance by the Company with certain provisions of the
Indenture and certain past defaults under the Indenture and their consequences.
Any such consent or waiver by the Holder of this Security shall be conclusive
and binding upon such Holder and upon all future Holders of this Security and
of any Security issued upon the registration of transfer hereof or in exchange
herefor or in lieu hereof, whether or not notation of such consent or waiver is
made upon this Security.

No reference herein to the Indenture and no provision of this Security
or of the Indenture shall alter or impair the obligation of the Company, which
is absolute and unconditional, to pay the principal of (and Make-Whole Amount,
if any) and interest on this Security at the times, place and rate, and in the
coin or currency, herein prescribed.

As provided in the Indenture and subject to certain limitations therein
set forth, the transfer of this Security is registrable in the Security
Register, upon surrender of this Security for registration of transfer at the
office or agency of the Company in any Place of Payment where the principal of
(and Make-Whole Amount, if any) and interest on this Security are payable, duly
endorsed by, or accompanied by a written instrument of transfer in form
satisfactory to the Company and the Debt Securities Registrar duly executed by
the Holder hereof or his attorney duly authorized in writing, and thereupon one
or more new Securities of this series, of authorized denominations and for the
same aggregate principal amount, will be issued to the designated transferee or
transferees.

The Securities of this series are issuable only in registered form
without coupons in denominations of $1,000 and any integral multiple thereof.
As provided in the Indenture and subject to certain limitations therein set
forth, Securities of this series are exchangeable for a like aggregate
principal amount of Securities of this series of a different authorized
denomination, as requested by the Holder surrendering the same.

No service charge shall be made for any such registration of transfer
or exchange, but the Company may require payment of a sum sufficient to cover
any tax or other governmental charge payable in connection therewith.

Prior to due presentment of this Security for registration of transfer,
the Company, the Trustee and any agent of the Company or the Trustee may treat
the Person in whose name this Security is registered as the owner hereof for
all purposes, whether or

A-3

not this Security be overdue, and neither the Company, the Trustee nor any such
agent shall be affected by notice to the contrary.

No recourse under or upon any obligation, covenant or agreement
contained in the Indenture or in this Security, or because of any indebtedness
evidenced hereby or thereby, shall be had against any promoter, as such, or
against any past, present or future shareholder, officer or director, as such,
of the Company or of any successor, either directly or through the Company or
any successor, under any rule of law, statute or constitutional provision or by
the enforcement of any assessment or by any legal or equitable proceeding or
otherwise, all such liability being expressly waived and released by the
acceptance of this Security by the Holder thereof and as part of the
consideration for the issue of the Securities of this series.

All capitalized terms used in this Security which are defined in the
Indenture shall have the meanings assigned to them in the Indenture.

THE INDENTURE AND THE SECURITIES, INCLUDING THIS SECURITY, SHALL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

Pursuant to a recommendation promulgated by the Committee on Uniform
Security Identification Procedures, the Company has caused "CUSIP" numbers to
be printed on the Securities of this series as a convenience to the Holders of
such Securities. No representation is made as to the correctness or accuracy
of such CUSIP numbers as printed on the Securities, and reliance may be placed
only on the other identification numbers printed hereon.

Unless the certificate of authentication hereon has been executed by or
on behalf of the Trustee by manual signature, this Security shall not be
entitled to any benefit under the Indenture or be valid or obligatory for any
purpose.

A-4

IN WITNESS WHEREOF, OMEGA HEALTHCARE INVESTORS, INC. has caused this
instrument to be duly executed under its corporate seal.

Dated:

OMEGA HEALTHCARE INVESTORS, INC.

By:_____________________________
Name:
Title:

[Corporate Seal]

Attest:

________________________________
Secretary

TRUSTEE'S CERTIFICATE OF AUTHENTICATION:

This is one of the Securities of the series designated therein referred
to in the within-mentioned Indenture.

NBD BANK
as Trustee

By:_____________________________
Authorized Signatory

A-5

================================================================================

ASSIGNMENT FORM

FOR VALUE RECEIVED, the undersigned hereby
sells, assigns and transfers unto

PLEASE INSERT SOCIAL
SECURITY OR OTHER IDENTIFYING
NUMBER OF ASSIGNEE
. . . . . . . . . . . . . . . . . . . . . .

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(Please Print or Typewrite Name and Address including
Zip Code of Assignee)

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
the within Security of Omega Healthcare Investors, Inc. and hereby does
irrevocably constitute and appoint

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Attorney
to transfer said Security on the books of the within-named Company with full
power of substitution in the premises.

Dated: . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

. . . . . . . . . . . . . . . . . . . . . .

NOTICE: The signature to this assignment must correspond with the name as it
appears on the first page of the within Security in every particular, without
alteration or enlargement or any change whatever.

================================================================================

A-6

to NBD BANK

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