OMEGA HEALTHCARE INVESTORS INC
THIRD AMENDMENT TO FLEET LOAN AGREEMENT
<DOCUMENT>
<TYPE>EX-10.13
<SEQUENCE>4
<FILENAME>0004.txt
<DESCRIPTION>THIRD AMENDMENT TO FLEET LOAN AGREEMENT
<TEXT>

                        AMENDMENT NO. 3 TO LOAN AGREEMENT

     AMENDMENT  NO.  3 TO LOAN  AGREEMENT  (this  "Third  Amendment"),  made and
executed this 30th day of January, 2001, by and among:

     OMEGA   HEALTHCARE   INVESTORS,   INC.  and  certain  of  its  subsidiaries
(individually, a "Borrower" and collectively, the "Borrowers"),

     The Banks that have executed the signature  pages hereto  (individually,  a
"Bank" and collectively, the "Banks"); and

     FLEET NATIONAL BANK, a national banking association, as Agent for the Banks
(in such capacity, together with its successors in such capacity, the "Agent").

                             PRELIMINARY STATEMENTS

     (A) The Borrowers have entered into a certain Loan Agreement dated June 15,
2000 (as amended by (i) Amendment No. 1 to Loan Agreement dated August 15, 2000,
and (ii) Amendment No. 2 to Loan Agreement dated November 30, 2000,  hereinafter
referred to as the "Loan Agreement") with the Agent and the Banks; and

     (B) The  Borrowers  have  requested  that the Banks  and the Agent  amend a
certain provision of the Loan Agreement, and the Banks and the Agent are willing
to do so, all on the terms and conditions hereinafter set forth;

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

     1.  Definitions.  Capitalized  terms used but not otherwise  defined herein
shall have the meanings ascribed to such terms in the Loan Agreement.

     2. Certain  Amendment to the Loan Agreement.  Subsection 6.9(f) of the Loan
Agreement is hereby  deleted in its entirety  and the  following is  substituted
therefor:

                           "(f)  Have or  maintain  as at the  last  day of each
                  fiscal  quarter of Omega set forth below,  a Leverage Ratio of
                  not greater than the respective  ratio set forth opposite each
                  such date:

                       Date                             Maximum Leverage Ratio
                       ----                             ----------------------

                  December 31, 2000                           5.50:1.00
                  March 31, 2001                              5.50:1.00
                  June 30, 2001                               5.50:1.00
                  September 30, 2001                          5.25:1.00
                  December 31, 2001                           5.25:1.00
                  March 31, 2002                              5.00:1.00
                  June 30, 2002                               5.00:1.00
                  September 30, 2002                          4.75:1.00"
                    and the last day of each
                    fiscal quarter thereafter

     3.  Representations  and  Warranties.  In order to induce the Banks and the
Agent to enter  into  this  Third  Amendment,  each of the Loan  Parties  hereby
represents and warrants to the Banks and the Agent, as to itself with respect to
the Loan Documents to which it is a party, that:

          3.1 No  Default.  After  giving  effect to this  Third  Amendment,  no
     Default or Event of Default shall have occurred or be continuing.

          3.2 Existing Representations and Warranties. As of the date hereof and
     after  giving  effect to this  Third  Amendment,  each and every one of the
     representations  and  warranties  set forth in the Loan Documents are true,
     accurate  and  complete in all  respects and with the same effect as though
     made on the date hereof, and each is hereby  incorporated herein in full by
     reference as if restated herein in its entirety,  except for changes in the
     ordinary  course of business which are not prohibited by the Loan Agreement
     (as amended  hereby) and which do not,  either singly or in the  aggregate,
     have a Material Adverse Effect.

          3.3  Authority;   Enforceability.  (i)  The  execution,  delivery  and
     performance  by each Loan  Party of this  Third  Amendment  are  within its
     organizational powers and have been duly authorized by all necessary action
     (corporate or  otherwise)  on the part of each Loan Party,  (ii) this Third
     Amendment is the legal,  valid and binding  obligation  of each Loan Party,
     enforceable against each Loan Party in accordance with its terms, and (iii)
     this Third  Amendment and the execution,  delivery and  performance by each
     Loan Party thereof does not: (A)  contravene  the terms of any Loan Party's
     organization  documents,  (B)  conflict  with or  result  in any  breach or
     contravention  of,  or  the  creation  of  any  Lien  under,  any  document
     evidencing any contractual obligation to which any Loan Party is a party or
     any  order,  injunction,  writ or  decree  to which  any Loan  Party or its
     property is subject, or (C) violate any requirement of law.

     4. Reference to and Effect Upon the Loan Agreement.

          4.1  Effect.  Except  as  specifically  set  forth  herein,  the  Loan
     Agreement  and the other  Loan  Documents  shall  remain in full  force and
     effect  in  accordance  with  their  terms  and  are  hereby  ratified  and
     confirmed.

          4.2 No Waiver; References.  The execution,  delivery and effectiveness
     of this Third Amendment  shall not operate as a waiver of any right,  power
     or remedy of the Agent or any Bank under the Loan Agreement, nor constitute
     a waiver of any provision of the Loan Agreement, except as specifically set
     forth  herein.  Upon  the  effectiveness  of  this  Third  Amendment,  each
     reference in:

               (i)  the  Loan  Agreement  to  "this   Agreement",   "hereunder",
          "hereof",  "herein"  or words of  similar  import  shall mean and be a
          reference to the Loan Agreement as amended hereby;

               (ii) the other Loan Documents to the "Loan  Agreement" shall mean
          and be a reference to the Loan Agreement as amended hereby; and

               (iii) the Loan Documents to the "Loan  Documents" shall be deemed
          to include this Third Amendment.

     5. Miscellaneous.

          5.1 Expenses.  The Loan Parties agree to pay the Agent upon demand for
     all reasonable expenses,  including reasonable attorneys' fees and expenses
     of the Agent,  incurred by the Agent in  connection  with the  preparation,
     negotiation and execution of this Third Amendment.

          5.2. Law. THIS THIRD  AMENDMENT  SHALL BE CONSTRUED IN ACCORDANCE WITH
     AND GOVERNED BY THE INTERNAL LAWS OF THE STATE OF NEW YORK.

          5.3 Fee. In the event that the Required Banks execute and deliver this
     Third  Amendment,  the Borrowers  shall pay to the Agent for the benefit of
     each Bank that  executes  and delivers  this Third  Amendment no later than
     1:00 p.m. on Tuesday,  January 30, 2001 (the "Third Amendment Fee Date"), a
     non-refundable  amendment  fee equal to the product of (a) 0.03%  (i.e.,  3
     basis points)  multiplied by (b) the  Revolving  Credit  Commitment of such
     Lender, as of the Third Amendment Fee Date.

          5.4  Successors.  This Third  Amendment shall be binding upon the Loan
     Parties,  the  Banks and the Agent  and  their  respective  successors  and
     assigns,  and shall inure to the benefit of the Loan Parties, the Banks and
     the Agent and the successors and assigns of the Banks and the Agent.

          5.5 Execution in Counterparts. This Third Amendment may be executed in
     any number of  counterparts  and by  different  parties  hereto in separate
     counterparts,  each of which when so executed and delivered shall be deemed
     to be an original and all of which taken together shall  constitute one and
     the same instrument.













                           [Signature Page to Follow]







<PAGE>


         IN WITNESS WHEREOF, the parties hereto have caused this Third Amendment
to be  executed  and  delivered  by their  respective  officers  thereunto  duly
authorized as of the date first written above.

                                                   OMEGA HEALTHCARE
                                                     INVESTORS, INC.
                                                   DELTA INVESTORS I, LLC
                                                   DELTA INVESTORS II, LLC
                                                   JEFFERSON CLARK, INC.
                                                   NRS VENTURES, L.L.C.
                                                   OHI (CLEMMONS), INC.
                                                   OHI (FLORIDA), INC.
                                                   OHI (GREENSBORO), INC.
                                                   OHI (ILLINOIS), INC.
                                                   OHI (IOWA), INC.
                                                   OHI (KANSAS), INC.
                                                   OHI OF TEXAS, INC.
                                                   OMEGA (KANSAS), INC.
                                                   OS LEASING COMPANY
                                                   STERLING ACQUISITION CORP.
                                                   STERLING ACQUISITION CORP. II

                                                   By /s/ SUSAN A. KOVACH
                                                      --------------------------

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















            Signature Page to Third Amendment to Loan Agreement among
       Omega Healthcare Investors, Inc., and certain of its Subsidiaries,
           the Banks party thereto, and Fleet National Bank, as Agent

<PAGE>



                                               FLEET NATIONAL BANK, as Agent
                                               and as a Bank


                                               By:   /s/ CHRISTIAN J. COVELLO
                                                  ------------------------------
                                                   Name: Christian J. Covello
                                                        ------------------------
                                                   Title:Vice President
                                                        ------------------------


                                               DRESDNER BANK AG, NEW YORK BRANCH
                                               and GRAND CAYMAN BRANCH

                                               By:  /s/ DEBRA RITZLER
                                                  ------------------------------
                                                  Name: Debra Ritzler
                                                       -------------------------
                                                  Title:Assistant Vice President
                                                       -------------------------


                                               By: /s/  CHARLES M. O'SHEA
                                                  ------------------------------
                                                  Name: Charles M. O'Shea
                                                       -------------------------
                                                  Title:Vice President
                                                       -------------------------


                                               HARRIS TRUST AND SAVINGS BANK

                                               By:  /s/ EDWARD P. MCGUIRE
                                                  ------------------------------
                                                  Name: Edward P. McGuire
                                                       -------------------------
                                                  Title:Vice President
                                                       -------------------------


                                               BANK ONE, MICHIGAN

                                               By:  /s/ MARCIA F. VENTURA
                                                  ------------------------------
                                                  Name: Marcia F. Ventura
                                                       -------------------------
                                                  Title:First Vice President
                                                       -------------------------


                                              FOOTHILL INCOME TRUST, L.P.
                                              By FIT-GP, LLC

                                              By:   /s/ M. E. STEARNS
                                                 -------------------------------
                                                 Name:  M. E. Stearns
                                                      --------------------------
                                                 Title:  Managing Member
                                                       -------------------------


            Signature Page to Third Amendment to Loan Agreement among
       Omega Healthcare Investors, Inc., and certain of its Subsidiaries,
           the Banks party thereto, and Fleet National Bank, as Agent




<PAGE>


                                              MICHIGAN NATIONAL BANK

                                              By:  /s/  L. J. CASSELMAN
                                                 -------------------------------
                                                  Name: L. J. Casselman
                                                       -------------------------
                                                  Title:Senior Asset Structuring
                                                       -------------------------
                                                        Manager
                                                       ----------
                                              LASALLE BANK NATIONAL ASSOCIATION

                                              By:   /s/ FRANCES P. DEAN
                                                 -------------------------------
                                                 Name:  Frances P. Dean
                                                      --------------------------
                                                 Title: First Vice President
                                                      --------------------------


                                              BHF (USA) CAPITAL CORPORATION

                                              By:  /s/  THOMAS J. SCIFO
                                                 -------------------------------
                                                 Name:  Thomas J. Scifo
                                                      --------------------------
                                                 Title: Vice President
                                                      --------------------------


                                              By: /s/  THOMAS DECRATH
                                                 -------------------------------
                                                 Name: Thomas Decrath
                                                      --------------------------
                                                 Title:Associate
                                                      --------------------------


                                              KBC N.V.

                                              By:   /s/ KATHERINE S. MCCARTHY
                                                 -------------------------------
                                                 Name:  Katherine S. McCarthy
                                                      --------------------------
                                                 Title: Vice President
                                                       -------------------------


                                              By:  /s/ ROBERT SNAUFFER
                                                 -------------------------------
                                                 Name: Robert Snauffer
                                                      --------------------------
                                                 Title:First Vice President
                                                      --------------------------

            Signature Page to Third Amendment to Loan Agreement among
       Omega Healthcare Investors, Inc., and certain of its Subsidiaries,
           the Banks party thereto, and Fleet National Bank, as Agent



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