SECOND AMENDMENT TO CREDIT AGREEMENT AND WAIVER

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THIS SECOND AMENDMENT TO CREDIT AGREEMENT AND WAIVER (this "Amendment"), dated as of November 5, 2004, is entered into by and among OHI ASSET, LLC, a Delaware limited liability company, OHI ASSET (ID), LLC, a Delaware limited liability company, OHI ASSET (LA), LLC, a Delaware limited liability company, OHI ASSET (TX), LLC, a Delaware limited liability company, OHI ASSET (CA), LLC, a Delaware limited liability company, DELTA INVESTORS I, LLC, a Maryland limited liability company, DELTA INVESTORS II, LLC, a Maryland limited liability company (each of the foregoing entities shall be hereinafter referred to individually as a "Borrower" and collectively as the "Borrowers"), the lenders identified on the signature pages hereto (the "Lenders") and BANK OF AMERICA, N.A., as Administrative Agent (in such capacity, the "Administrative Agent"), Swing Line Lender and L/C Issuer.

WHEREAS, the Borrowers, the Lenders and the Administrative Agent, are party to that certain Credit Agreement dated as of March 22, 2004 as amended by that certain First Amendment and Assignment Agreement dated as of June 18, 2004 ("Amendment No. 1" and collectively, the "Existing Credit Agreem ent").

WHEREAS, the Borrowers have requested to amend the Existing Credit Agreement to allow for the future increase of the Aggregate Revolving Committed Amount from $175,000,000 to $300,000,000 and to amend certain other provisions of the Existing Credit Agreement and the Lenders have agreed to amend the Existing Credit Agreement in accordance with such request and as provided herein;

WHEREAS, the Borrowers acknowledge that although contemplated by the Existing Credit Agreement, each Borrowers’ guaranty of the Senior Notes constitutes Indebtedness which is not currently permitted by Section 7.02 of the Existing Credit Agreement thereby causing an Event of Default under Section 8.01(b)(ii) (the "Existing Default");

WHEREAS, the Borrowers have requested that the Required Lenders waive such Existing Default;

WHEREAS, the Required Lenders are willing to waive the Existing Default and amend the Existing Credit Agreement subject to the terms and conditions set forth herein;

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

SUBPART 1.1 Certain Definitions. Unless otherwise defined herein or the context otherwise requires, the following terms used in this Amendment, including its preamble and recitals, have the following meanings:

"Amended Credit Agreement" means the Existing Credit Agreement as amended hereby.

"Amendment No. 2 Effective Date" is defined in Part IV.

SUBPART 1.2 Other Definitions. Unless otherwise defined herein or the context otherwise requires, terms used in this Amendment, including its preamble and recitals, have the meanings provided in the Existing Credit Agreement.

Effective on (and subject to the occurrence of) the Amendment No. 2 Effective Date, the Existing Credit Agreement is hereby amended in accordance with this Part II.

SUBPART 2.1 Amendments to Section 1.1.

(a)    The definition of "Note Issuance" set forth in Section 1.01 of the Existing Credit Agreement is hereby amended in its entirety to read as follows:

"Note Issuance" means the Senior Notes due 2014 of the Parent, issued pursuant to the terms and conditions of the Note Documents.

(b)    Clause (c) of the definition of "Special Charges" set forth in Section 1.01 of the Existing Credit Agreement is hereby amended in its entirety to read as follows:

"(c) non-cash charges related to preferred stock redemptions and non-cash compensation expenses relating to restricted stock awards, stock options or similar equity based compensation awards;"

SUBPART 2.2    Amendments to Section 2.01(d). Clause (d) of Section 2.01 of the Existing Credit Agreement which had been deleted in its entirety by Amendment No. 1 is hereby reinserted to read as follows:

(d)    Increase in Revolving Commitments. Subject to the terms and conditions set forth herein, the Borrower Representative may, at any time during the period commencing as of the Closing Date and ending as of the date three (3) years following the Amendment No. 2 Effective Date, upon written notice to the Administrative Agent, cause an increase in the Aggregate Revolving Committed Amount by up to ONE HUNDRED TWENTY-FIVE MILLION DOLLARS ($125,000,000) (to an aggregate amount not more than THREE HUNDRED MILLION DOLLARS ($300,000,000)); prov ided that such increase shall be conditioned and effective upon the satisfaction of the following conditions:

(i)    the Borrowers shall obtain (whether through the Arranger or otherwise) commitments for the amount of the increase from existing Lenders or other commercial banks or financial institutions reasonably acceptable to the Administrative Agent, which other commercial banks and financial institutions shall join in this Credit Agreement as Lenders by a Lender Joinder Agreement substantially in the form of Exhibit F attached hereto or other arrangement reasonably acceptable to the Administrative Agent (it being understood that in no case shall any Lender be required to increase its Revolving Commitment without its written consent);

(ii)    any such increase shall be in a minimum aggregate principal amount of $5,000,000 and integral multiples of $1,000,000 in excess thereof (or the remaining amount, if less);

(iii)    if any Revolving Loans are outstanding at the time of any such increase, the Borrowers shall make such payments and adjustments on the Revolving Loans (including payment of any break-funding amounts owing under Section 3.05) as may be necessary to give effect to t he revised commitment percentages and commitment amounts;

(iv)    the Borrowers shall pay to the Administrative Agent and the Arranger all fees required under the Administrative Agent’s Fee Letter due in connection with the syndication of the increase in the Revolving Committed Amount;

(v)    the Borrowers shall have executed any new or amended and restated Notes (to the extent requested by the Lenders) to reflect the revised commitment amounts; and

(vi)    the conditions to the making of a Revolving Loan set forth in Section 4.02 shall be satisfied.

In connection with any such increase in the Revolving Commitments, Schedule 2.01 shall be revised to reflect the modified commitments and commitment percentages of the Lenders, and the Borrowers shall provide supporting corporate resolutions, legal opinions, promissory notes and other items as may be reasonably requested by the Administrative Agent and the Lenders in connection therewith. The Borrower Representative shall not be permitted to cause more than four (4) increases in the Aggregate Revolving Committed Amount following the Amendment No. 2 Effective Date.

SUBPART 2.3    Amendments to Section 6.12(d). Clause (d) of Section 6.12 of the Existing Credit Agreement is hereby amended in its entirety to read as follows:< /div>