OMEGA HEALTHCARE INVESTORS, INC. (NYSE:OHI) Files An 8-K Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement

Omega Credit Agreement

On May 25, 2017, Omega Healthcare Investors, Inc.
(Omega) entered into a new $1.8 billion senior
unsecured revolving and term loan credit facility, comprised of a
$1.25 billion senior unsecured multicurrency revolving credit
facility (the Revolving Credit Facility), a $425
million senior unsecured U.S. Dollar term loan facility (the
U.S. Term Loan Facility) and a 100 million
senior unsecured British Pound Sterling term loan facility (the
Sterling Term Loan Facility and, together with
the Revolving Credit Facility and the U.S. Term Loan Facility,
collectively, the Omega Credit Facilities)
replacing its previous senior unsecured revolving credit facility
and senior unsecured term loan facilities (see Item
1.02).

The Omega Credit Facilities are being provided to a Credit
Agreement, dated as of May 25, 2017 (the Omega Credit
Agreement), among Omega, as borrower, certain of Omegas
subsidiaries identified in the Omega Credit Agreement, as
guarantors, a syndicate of financial institutions, as lenders
(together with other lenders from time to time becoming signatory
to the Omega Credit Agreement, as lenders, the Omega
Lenders), and Bank of America, N.A., as administrative
agent.

Among other things, the Omega Credit Agreement provides for the
Revolving Credit Facility, the U.S. Term Loan Facility and the
Sterling Term Loan Facility. The Revolving Credit Facility may be
drawn in Euros, British Pounds Sterling, Canadian Dollars
(collectively, Alternative Currencies) or U.S.
Dollars, with a $900 million tranche available in U.S. Dollars
and a $350 million tranche available in U.S. Dollars or
Alternative Currencies. The Revolving Credit Facility matures on
May 25, 2021, subject to Omegas option to extend such maturity
date for two, six month periods. Exercise of each such extension
option is subject to compliance with a notice requirement and
other customary conditions. The U.S. Term Loan Facility and the
Sterling Term Loan Facility each mature on May 25, 2022. The U.S.
Term Loan Facility and the Sterling Term Loan Facility may be
referred to collectively herein as the Omega Term Loan
Facilities.

Omegas obligations in connection with the Omega Credit Facilities
are jointly and severally guaranteed by OHI Healthcare Properties
Limited Partnership (OHI LP), OHI Healthcare
Properties Holdco, Inc. (OHI Holdco), and any
domestic subsidiary of Omega that provides a guaranty of any
unsecured indebtedness of Omega for borrowed money in an amount
of at least $50 million individually or in the aggregate, for the
benefit of the administrative agent and the Omega Lenders.

From time to time, certain of the Omega Lenders, their affiliates
and/or their predecessors have provided commercial banking,
investment banking and other financial advisory services to Omega
or served as underwriters or sales agents for offerings of Omegas
equity or debt, for which they have received customary fees.
Among other services, affiliates of certain of the Omega Lenders
have served as sales agents under Omegas at-the-market Equity
Shelf Program. The Omega Lenders and their affiliates may, from
time to time in the future, engage in transactions with and
perform services for Omega in the ordinary course of business.

The material terms of the Omega Credit Agreement are as follows:

Advance and Repayment of the Omega Term Loan Facilities.
The entire amount of the U.S. Term Loan Facility was advanced on
May 25, 2017. The U.S. Term Loan Facility does not amortize and
is due and payable in full on May 25, 2022. The entire amount of
the Sterling Term Loan Facility was advanced on May 26, 2017. The
Sterling Term Loan Facility does not amortize and is due and
payable in full on May 25, 2022.

Use of Proceeds of Omega Credit Facilities. Among other
things, proceeds from borrowings under the Omega Credit
Facilities may be used to refinance existing indebtedness, to
finance acquisitions and to fund working capital, capital
expenditures and other general corporate purposes, including,
without limitation, the enhancement and financing of healthcare
related property.

Interest Rates and Fees. The interest rates per annum
applicable to the Omega Credit Facilities are the London
interbank offered rate (the Eurodollar Rate or
Eurodollar and, for purposes of the Omega Credit
Facilities, such definition also includes the Canadian dealer
offered rates for amounts offered in Canadian Dollars and any
other Alternative Currency rate approved by the Administrative
Agent and the Omega Lenders for amounts offered in any other
non-London interbank offered rate quoted currency, as
applicable), plus the applicable margin (as described below) or,
at Omegas option, the base rate, which will be the highest of (i)
the rate of interest publicly announced by the administrative
agent as its prime rate in effect, (ii) the federal funds
effective rate from time to time plus 0.50% and (iii) the
Eurodollar Rate determined on

such day for a Eurodollar Loan with an interest period of one
month plus 1.0%, plus, in each case, the applicable margin (as
described below). If either the Eurodollar Rate or the base rate
is less than zero, such rate shall be deemed zero. The applicable
margins with respect to the Omega Credit Facilities are
determined in accordance with a performance grid based on the
investment grade ratings from Standard Poors, Moodys and/or Fitch
Ratings with respect to any non-credit-enhanced, senior unsecured
long-term debt of Omega or OHI LP, as the case may be.

The applicable margin for the Revolving Credit Facility may range
from 1.65% to 0.875% in the case of Eurodollar advances (1.95% to
1.00%, including facility fees), and from 0.65% to 0%in the case
of base rate advances (0.95% to 0.125%, including facility fees).
Letter of credit fees may range from 1.65% to 0.875% per annum,
based on the same performance grid. The applicable margin for the
Omega Term Loan Facilities may range from 1.90% to 0.90% in the
case of Eurodollar advances, and from 0.90% to 0.00%in the case
of base rate advances. The default rate on the Omega Credit
Facilities is 2.0% above the interest rate otherwise applicable
to base rate loans.

Prepayments; Reduction or Termination of Commitments.
Omega may elect to prepay the Omega Credit Facilities at any time
in whole or in part, or reduce or terminate the revolving and
term loan commitments under the Omega Credit Facilities, in each
case without fees or penalty. Principal amounts prepaid or repaid
under the Omega Term Loan Facilities may not be reborrowed.

Right to Increase Maximum Borrowings. to the terms of
the Omega Credit Agreement, the Omega Lenders have agreed that
Omega may increase the maximum aggregate commitments under the
Omega Credit Facilities to $2.5 billion.

OHI LP Credit Agreement

On May 25, 2017, OHI LP entered into a new $100 million senior
unsecured term loan facility (the OHI LP Term Loan
Facility). The OHI LP Term Loan Facility matures on May
25, 2022.

The OHI LP Term Loan Facility is being provided to a Credit
Agreement, dated as of May 25, 2017 (the OHI LP Credit
Agreement), among OHI LP, as borrower, a syndicate of
financial institutions, as lenders (together with other lenders
from time to time becoming signatory to the OHI LP Credit
Agreement, as lenders, the OHI LP Lenders), and
Bank of America, N.A., as administrative agent.

OHI LPs obligations in connection with the OHI LP Term Loan
Facility will be jointly and severally guaranteed by any domestic
subsidiary of OHI LP that provides a guaranty of any unsecured
indebtedness of Omega or OHI LP for borrowed money evidenced by
bonds, debentures, notes or other similar instruments in an
amount of at least $50 million individually or in the aggregate,
for the benefit of the administrative agent and the OHI LP
Lenders.

The material terms of the OHI LP Credit Agreement are as follows:

Term Loan Advance and Repayment. The entire amount of
the OHI LP Term Loan Facility was advanced on May 25, 2017. The
OHI LP Term Loan Facility does not amortize and is due and
payable in full on May 25, 2022.

Use of Proceeds of OHI LP Term Loan Facility. Among
other things, proceeds from borrowing under the OHI LP Term Loan
Facility may be used to refinance existing indebtedness, to
finance acquisitions and to fund working capital, capital
expenditures and other general corporate purposes, including,
without limitations, the enhancement and financing of healthcare
related property.

Interest Rates and Fees. The interest rates per annum
applicable to the OHI LP Term Loan Facility are the Eurodollar
Rate plus the applicable margin (as described below) or, at OHI
LPs option, the base rate, which will be the highest of (i) the
rate of interest publicly announced by the administrative agent
as its prime rate in effect, (ii) the federal funds effective
rate from time to time plus 0.50% and (iii) the Eurodollar Rate
determined on such day for a Eurodollar Loan with an interest
period of one month plus 1.0%, plus, in each case, the applicable
margin (as described below); if the base rate is less than zero,
such rate shall be deemed zero.

The applicable margins with respect to the OHI LP Term Loan
Facility are determined in accordance with a performance grid
based on the investment grade ratings from Standard Poors, Moodys
and/or Fitch Ratings with respect to any non-credit-enhanced
senior unsecured long-term debt of Omega or OHI LP, as the case
may be. The applicable margin for the OHI LP Term Loan Facility
may range from 1.90% to 0.90% in the case of Eurodollar advances,
and from

0.90% to 0.00%in the case of base rate advances. The default rate
on the OHI LP Term Loan Facility is 2.0% above the interest rate
otherwise applicable to base rate loans.

Prepayments; Reduction or Termination of Commitments.
The OHI LP Term Loan Facility may be prepaid at any time in whole
or in part without fees or penalty. Principal amounts prepaid or
repaid under the OHI LP Term Loan Facility may not be reborrowed.

Bank of Tokyo Amended Credit Agreement

On May 25, 2017, Omega entered into an Amended and Restated
Credit Agreement (the Bank of Tokyo Amended Credit
Agreement), among Omega, as borrower, certain of Omegas
subsidiaries identified in the Bank of Tokyo Amended Credit
Agreement, as guarantors, a syndicate of financial institutions,
as lenders (together with other lenders from time to time
becoming signatory to the Bank of Tokyo Amended Credit Agreement,
as lenders, the Bank of Tokyo Lenders), and The
Bank of Tokyo-Mitsubishi UFJ, Ltd., as administrative agent.

The Bank of Tokyo Amended Credit Agreement amended and restated
its previous $250 million senior unsecured term loan facility
(the Bank of Tokyo Term Loan Facility) to
provide for certain modifications to the terms and conditions
therein to be similar to those now in the Omega Credit Agreement
and the OHI LP Credit Agreement. The Bank of Tokyo Term Loan
Facility continues to mature on December 16, 2022.

Omegas obligations in connection with the Bank of Tokyo Term Loan
Facility are jointly and severally guaranteed by OHI LP, OHI
Holdco, and any domestic subsidiary of Omega that provides a
guaranty of any unsecured indebtedness of Omega for borrowed
money in an amount of at least $50 million individually or in the
aggregate, for the benefit of the administrative agent and the
Bank of Tokyo Lenders.

The material terms of the Bank of Tokyo Amended Credit Agreement
are as follows:

Term Loan Repayment. The Bank of Tokyo Term Loan
Facility does not amortize and is due and payable in full on
December 16, 2022.

Use of Proceeds of Bank of Tokyo Term Loan Facility.
Among other things, proceeds from borrowing under the Bank of
Tokyo Term Loan Facility may be used to refinance existing
indebtedness, to finance acquisitions and to fund working
capital, capital expenditures and other general corporate
purposes, including, without limitations, the enhancement and
financing of healthcare related property.

Interest Rates and Fees. The interest rates per annum
applicable to the Bank of Tokyo Term Loan Facility are the
Eurodollar Rate plus the applicable margin (as described below)
or, at Omegas option, the base rate, which will be the highest of
(i) the rate of interest publicly announced by the administrative
agent as its prime rate in effect, (ii) the federal funds
effective rate from time to time plus 0.50% and (iii) the
Eurodollar Rate determined on such day for a Eurodollar Loan with
an interest period of one month plus 1.0%, plus, in each case,
the applicable margin (as described below). If either the
Eurodollar Rate or the base rate is less than zero, such rate
shall be deemed zero.

The applicable margins with respect to the Bank of Tokyo Term
Loan Facility are determined in accordance with a performance
grid based on the investment grade ratings from Standard Poors,
Moodys and/or Fitch Ratings with respect to any
non-credit-enhanced senior unsecured long-term debt of Omega or
Omega OP, as the case may be. The applicable margin for the Bank
of Tokyo Term Loan Facility may range from 2.35% to 1.40% in the
case of Eurodollar advances, and from 1.35% to 0.40% in the case
of base rate advances. The default rate on the Bank of Tokyo Term
Loan Facility is 2.0% above the interest rate otherwise
applicable to base rate loans.

Prepayments; Reduction or Termination of Commitments.
The Bank of Tokyo Term Loan Facility may be prepaid at any time
in whole or in part without fees or penalty, provided, however,
that any prepayment made on or before December 16, 2017 shall be
accompanied by a prepayment premium equal to 1.0% of the
principal amount so prepaid. Principal amounts prepaid or repaid
under the Bank of Tokyo Term Loan Facility may not be reborrowed.

Right to Increase Maximum Borrowings. to the terms and
subject to the conditions of the Bank of Tokyo Amended Credit
Agreement, the Bank of Tokyo Lenders have agreed that Omega may
add one or more incremental tranches of term loans to the Bank of
Tokyo Term Loan Facility in an aggregate principal amount of all
such incremental tranches of term loans not to exceed $150
million.

In addition to the above, the Omega Credit Agreement, the OHI LP
Credit Agreement and the Bank of Tokyo Amended Credit Agreement
each contain customary affirmative and negative covenants,
including, without limitation, limitations on indebtedness;
limitations on investments; limitations on liens; limitations on
mergers and consolidations; limitations on sales of assets;
limitations on transactions with affiliates; limitations on
negative pledges; limitations on prepayment of debt; limitations
on use of proceeds; limitations on changes in lines of business;
limitations on repurchases of Omega capital stock (or OHI LP
capital stock as applicable) if a default or event of default
exists; maintenance of Omegas real estate investment trust
(REIT) status; and, for OHI LP, limitations on
business activities and ownership of assets of Omega. In
addition, the Omega Credit Agreement, the OHI LP Credit Agreement
and the Bank of Tokyo Amended Credit Agreement contains financial
covenants, including, without limitation, those relating to
maximum total leverage, maximum secured leverage, maximum
unsecured leverage, minimum fixed charge coverage, minimum
consolidated tangible net worth, minimum unsecured interest
coverage and maximum distributions.

In addition to the above, the Omega Credit Agreement, the OHI LP
Credit Agreement and the Bank of Tokyo Amended Credit Agreement
each include customary events of default including, without
limitation, nonpayment of principal, interest, fees or other
amounts when due, material breach of representations and
warranties, covenant defaults, cross-defaults, a change of
control, bankruptcy events, material unsatisfied or unstayed
judgments and loss of Omegas REIT status.

As of May 25, 2017, Omega had $333 million in borrowings
outstanding under the Revolving Credit Facility (of which $100
million was repaid on May 26, 2017), $425 million in borrowings
outstanding under the U.S. Term Loan Facility, and $250 million
in borrowings outstanding under the Bank of Tokyo Term Loan
Facility. In addition, OHI LP had $100 million in borrowings
outstanding under the OHI LP Term Loan Facility. As of May 26,
2017, Omega had 100 million in borrowings outstanding under the
Sterling Term Loan Facility.

The Omega Credit Agreement, the OHI LP Credit Agreement and Bank
of Tokyo Amended Credit Agreement are each attached to this
Current Report on Form 8-K as Exhibit 10.1, 10.2 and 10.3,
respectively, and are each incorporated herein by reference. The
descriptions of each of the Omega Credit Agreement, the Bank of
Tokyo Amended Credit Agreement and the OHI LP Credit Agreement
contained in this Current Report on Form 8-K are qualified in
their entirety by reference thereto.

Item 1.02 Termination of a Material Definitive
Agreement

On May 25, 2017, Omega entered into the Omega Credit Agreement
described in Item 1.01, replacing the $1.25 billion senior
unsecured revolving credit facility (the 2014 Revolving
Credit Facility), the $200 million senior unsecured term
loan facility (the Tranche A-1 Term Loan
Facility), the $200 million senior unsecured incremental
term loan facility (the Tranche A-2 Term Loan
Facility) and the $350 million senior unsecured
incremental term loan facility (the Tranche A-3 Term Loan
Facility) and the related Credit Agreement, dated as of
June 27, 2014 (as amended and restated to the First Amendment to
Credit Agreement, dated as of April 1, 2015, the Second Amendment
to Credit Agreement, dated as of August 7, 2015 and the Third
Amendment to Omega Credit Agreement, dated January 29, 2016, the
2014 Omega Credit Agreement), by and among
Omega, as borrower, certain of Omegas subsidiaries identified in
the 2014 Omega Credit Agreement, as guarantors, a syndicate of
financial institutions, as lenders, and Bank of America, N.A., as
administrative agent. The Revolving Credit Facility was scheduled
to expire, unless extended, on June 27, 2018, the Tranche A-1
Term Loan Facility was scheduled to expire on June 27, 2019 and
the Tranche A-3 Term Loan Facility was scheduled to expire on
January 29, 2021. The Tranche A-2 Term Loan Facility had
previously been terminated and paid in full with proceeds of
Omegas $700 million senior notes offering in April 2017. The 2014
Revolving Credit Facility, the Tranche A-1 Term Loan Facility and
the Tranche A-3 Term Loan Facility may be referred to
collectively herein as the 2014 Omega Credit
Facilities.

On May 25, 2017, OHI LP entered into the OHI LP Credit Agreement
described in Item 1.01 replacing the $100 million senior
unsecured term loan facility (the 2015 OHI LP Term Loan
Facility) and the related Credit Agreement, dated as of
April 1, 2015 (as amended to the First Amendment to Credit
Agreement, dated as of August 7, 2015, the 2015 OHI LP
Credit Agreement), by and among OHI LP, as borrower,
certain of OHI LPs subsidiaries identified in the 2015 OHI LP
Credit Agreement, as guarantors, a syndicate of financial
institutions, as lenders, and Bank of America, N.A., as
administrative agent (which 2015 OHI LP Credit Agreement was
scheduled to expire, unless extended, on June 27, 2017).

In addition, on May 25, 2017, Omega entered into the Bank of
Tokyo Amended Credit Agreement described in Item1.01, amending
and restating the $250 million senior unsecured term loan
facility and the related Credit Agreement, dated as of December
16, 2015 (the 2015 Omega Credit Agreement), by
and among Omega, as borrower, certain of Omegas subsidiaries
identified in the 2015 Omega Credit Agreement, as guarantors, a
syndicate of financial institutions, as lenders, and The Bank of
Tokyo-Mitsubishi UFJ, Ltd., as administrative agent.

Omega and its subsidiaries terminated the 2014 Omega Credit
Facilities in connection with the effectiveness of the Omega
Credit Facilities. OHI LP and its subsidiaries terminated the
2015 OHI LP Term Loan Facility in connection with the
effectiveness of the OHI LP Term Loan Facility. Neither Omega nor
OHI LP experienced any material early termination penalties due
to the termination of the 2014 Omega Credit Facilities or the
termination of the 2015 OHI LP Term Loan Facility. For the three
month period ending June 30, 2017, Omega expects to record a
one-time, non-cash charge of approximately $5.5 million relating
to the write-off of deferred financing costs associated with the
termination of the 2014Omega Credit Facilities.

Upon the effectiveness of the OHI LP Term Loan Facility (which is
not currently guaranteed), and the contemporaneous effectiveness
of the Omega Credit Facilities and the Bank of Tokyo Term Loan
Facility (which are currently guaranteed only by OHI Holdco and
OHI LP), all subsidiaries of OHI LP which, immediately
beforehand, had guaranteed Omegas outstanding unsecured senior
notes were released from their guarantees of such notes to the
terms of the related indentures. Such senior notes continue to be
guaranteed by OHI Holdco and OHI LP.

Item 2.03 Creation of a Direct Financial
Obligation

See Item 1.01 above, which is incorporated herein by reference,
for a discussion of the creation of the direct financial
obligations under the Omega Credit Facilities, the OHI LP Term
Loan Facility, and the Bank of Tokyo Term Loan Facility.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

About OMEGA HEALTHCARE INVESTORS, INC. (NYSE:OHI)

Omega Healthcare Investors, Inc. (Omega) is a self-administered real estate investment trust (REIT). The Company invests in income producing healthcare facilities, long-term care facilities located throughout the United States and the United Kingdom. It operates through the segment, which consists of investments in healthcare-related real estate properties. It provides lease or mortgage financing to qualified operators of skilled nursing facilities (SNFs) and assisted living facilities (ALFs), independent living facilities, rehabilitation and acute care facilities. Its portfolio consists of long-term leases and mortgage agreements. Its portfolio of investments included approximately 950 healthcare facilities, located in over 40 states and the United Kingdom that are operated by over 80 third-party operators. The portfolio consists of approximately 780 SNFs, 85 ALFs, 15 specialty facilities, one medical office building, and fixed rate mortgages on 55 SNFs and two ALFs.

OMEGA HEALTHCARE INVESTORS, INC. (NYSE:OHI) Recent Trading Information

OMEGA HEALTHCARE INVESTORS, INC. (NYSE:OHI) closed its last trading session down -0.26 at 31.32 with 2,086,174 shares trading hands.