INTRODUCTIONAsset Purchase Agreement • October 10th, 2006 • SHG Holding Solutions Inc • Missouri
EXHIBIT 2.6 ASSET PURCHASE AGREEMENT DATED JULY 31 , 2007 (LAUREL HEALTHCARE)Asset Purchase Agreement • August 9th, 2007 • Skilled Healthcare Group, Inc. • Services-skilled nursing care facilities • California
EXHIBIT 10.10 INDEMNIFICATION AGREEMENT This Indemnification Agreement ("Agreement") is made as of ____________, 2007 (the "Effective Date") by and between Skilled Healthcare Group, Inc., a Delaware corporation (the "Company"), and ______________ who...Indemnification Agreement • April 27th, 2007 • Skilled Healthcare Group, Inc. • Services-skilled nursing care facilities • Delaware
INDENTURESHG Holding Solutions Inc • October 10th, 2006 • New York
RECITALSEmployment Agreement • October 10th, 2006 • SHG Holding Solutions Inc • California
OFFICE LEASEOffice Lease • October 10th, 2006 • SHG Holding Solutions Inc • California
INTRODUCTIONAgreement and Plan of Merger • October 10th, 2006 • SHG Holding Solutions Inc • Delaware
CREDIT AND SECURITY AGREEMENT dated as of December 26, 2013 by and amongCredit and Security Agreement • February 10th, 2014 • Skilled Healthcare Group, Inc. • Services-skilled nursing care facilities • Maryland
THIS CREDIT AND SECURITY AGREEMENT (as the same may be amended, supplemented, restated or otherwise modified from time to time, the “Agreement”) is dated as of December 26, 2013 by and among ALBUQUERQUE HEIGHTS HEALTHCARE AND REHABILITATION CENTER, LLC, a Delaware limited liability company, BLUE RIVER REHABILITATION CENTER, LLC, a Delaware limited liability company, CAMERON NURSING AND REHABILITATION CENTER, LLC, a Delaware limited liability company, COLONIAL NEW BRAUNFELS CARE CENTER, LLC, a Delaware limited liability company, MONUMENT REHABILITATION AND NURSING CENTER, LLC, a Delaware limited liability company, ROSSVILLE HEALTHCARE AND REHABILITATION CENTER, LLC, a Delaware limited liability company, SANDPIPER HEALTHCARE AND REHABILITATION CENTER, LLC, a Delaware limited liability company, TOWN AND COUNTRY MANOR, LLC, a Delaware limited liability company, THE REHABILITATION CENTER OF INDEPENDENCE, LLC, a Delaware limited liability company, HOSPITALITY NURSING AND REHABILITATION CENTE
GENESIS HEALTHCARE, INC. and EQUINITI TRUST COMPANY as Rights Agent, TAX BENEFITS PRESERVATION PLAN Dated as of March 11, 2021Tax Benefits Preservation Plan • March 12th, 2021 • Genesis Healthcare, Inc. • Services-skilled nursing care facilities • Delaware
The definition of “Acquiring Person” contained in the Tax Benefits Preservation Plan contains several exemptions, including for (i) the Company or any of its subsidiaries; (ii) any employee benefit plan of the Company, or of any subsidiary of the Company, or any person or entity organized, appointed or established by the Company for or pursuant to the terms of any such plan; (iii) any person who becomes a beneficial owner of 4.9% or more of the shares of Common Stock then outstanding as a result of (x) a reduction in the number of shares of Common Stock by the Company due to a repurchase of securities by the Company or (y) a stock dividend, stock split, reverse stock split or similar transaction, in each case unless and until such person increases his, her or its ownership by more than one (1) percentage point over such person’s lowest percentage stock ownership on or after the consummation of the relevant transaction; (iv) any person that becomes a beneficial owner of 4.9% or more of
AMENDMENT AND RESTATEMENT AGREEMENT dated as of April 9, 2010 (this “Agreement”), among SKILLED HEALTHCARE GROUP, INC., a Delaware corporation (“Company”), THE SUBSIDIARY GUARANTORS LISTED ON THE SIGNATURE PAGES HERETO, THE LENDERS LISTED ON THE...Credit Agreement • April 14th, 2010 • Skilled Healthcare Group, Inc. • Services-skilled nursing care facilities • New York
ARTICLE 1Investor Stockholders Agreement • October 10th, 2006 • SHG Holding Solutions Inc • Delaware
•] Shares Skilled Healthcare Group, Inc. Class A Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • April 27th, 2007 • Skilled Healthcare Group, Inc. • Services-skilled nursing care facilities • New York
Credit Suisse Securities (USA) LLC, UBS Securities LLC, Banc of America Securities LLC, As Representatives of the Several Underwriters, c/o Credit Suisse Securities (USA) LLC, Eleven Madison Avenue, New York, N.Y. 10010-3629
RECITALSCredit Agreement • April 23rd, 2007 • Skilled Healthcare Group, Inc. • Services-skilled nursing care facilities • New York
EMPLOYMENT AGREEMENTEmployment Agreement • May 10th, 2019 • Genesis Healthcare, Inc. • Services-skilled nursing care facilities • Pennsylvania
This Employment Agreement (the “Agreement”) dated February 2, 2015, effective as of immediately following the Closing, as defined in the Purchase Agreement, as defined below, by and between Genesis Administrative Services, LLC, a Delaware limited liability company (the “Company”), and Michael S. Sherman (“Executive”).
Exhibit 4.5 REGISTRATION AGREEMENT This Registration Agreement is made as of December 27, 2005, among SHG Holding Solutions, Inc., a Delaware corporation (the "COMPANY"), and the Persons listed on Schedule A attached hereto and such other stockholders...Registration Agreement • October 10th, 2006 • SHG Holding Solutions Inc • Delaware
SEPARATION AGREEMENT AND GENERAL RELEASESeparation Agreement and General Release • May 8th, 2015 • Genesis Healthcare, Inc. • Services-skilled nursing care facilities • California
This Separation Agreement and General Release (this “Agreement”), effective as set forth in section 4(c)(vii) below, is entered into by and between Robert H. Fish (“Employee”) and Skilled Healthcare, LLC (“Employer”), on behalf of itself individually and any and all past and present parents, affiliates and subsidiary companies (collectively, the “Company”).
ARTICLE I. DEFINITIONS -----------Cash Bonus Agreement • October 10th, 2006 • SHG Holding Solutions Inc • California
AMENDED AND RESTATED LOAN AGREEMENT (A-2) BETWEEN WELLTOWER INC. AND EACH OF THE BORROWER ENTITIES SET FORTH ON SCHEDULE I Effective October 1, 2016Loan Agreement • March 6th, 2017 • Genesis Healthcare, Inc. • Services-skilled nursing care facilities
THIS AMENDED AND RESTATED LOAN AGREEMENT (A-2) (“Agreement”) is entered into as of December 22, 2016 and made effective as of October 1, 2016 (the “Effective Date”) between WELLTOWER INC. (formerly known as Health Care REIT, Inc.), a corporation organized under the laws of the State of Delaware (“Lender”), having an address of 4500 Dorr Street, Toledo, Ohio 43615-4040, and each of the BORROWER entities set forth on Schedule I attached hereto and made a part hereof, each a limited liability company organized under the laws of the State of Delaware (individually and collectively, “Borrower”), having its chief executive office located at 101 East State Street, Kennett Square, Pennsylvania 19348.
FIRST AMENDMENT TO AMENDED AND RESTATED LOAN AGREEMENTLoan Agreement • May 10th, 2018 • Genesis Healthcare, Inc. • Services-skilled nursing care facilities
THIS FIRST AMENDMENT TO AMENDED AND RESTATED LOAN AGREEMENT (“Amendment”) is executed this 30th day of June, 2017 (the “Amendment Effective Date”) among WELLTOWER INC. (formerly known as Health Care REIT, Inc.), a corporation organized under the laws of the State of Delaware (“Lender”), having its chief executive office located at 4500 Dorr Street, Toledo, Ohio 43615‑4040, and each of the borrower entities set forth on Schedule I (individually and collectively, “Borrower”), each having its chief executive office located at 101 East State Street, Kennett Square, Pennsylvania 19348.
Employment AgreementEmployment Agreement • March 27th, 2009 • Skilled Healthcare Group, Inc. • Services-skilled nursing care facilities • California
This Employment Agreement dated as of March 23, 2009 (the “Agreement”), is made by and between Skilled Healthcare, LLC., a Delaware limited liability company (together with its Parent and any successor thereto, the “Company”) and Kelly J. Gill (the “Executive”).
Employment AgreementEmployment Agreement • February 10th, 2014 • Skilled Healthcare Group, Inc. • Services-skilled nursing care facilities • Delaware
This Employment Agreement dated as of December 9, 2010 (the “Agreement”), is made by and between Hallmark Rehabilitation GP, LLC, a Delaware limited liability company (together with its Parent and any successor thereto, the “Company”) and Laurie A. Thomas (the “Executive”).
AMENDMENT no. 2 TO SECOND amended and restated REVOLVING CREDIT AGREEMENTRevolving Credit Agreement • May 10th, 2018 • Genesis Healthcare, Inc. • Services-skilled nursing care facilities • New York
This SECOND AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT, dated as of March 31, 2016, is entered into by and among, each of the entities listed on Annex I-A (each an “Existing Borrower” and, collectively, “Existing Borrowers”), the entities listed on Annex I-B (each a “New Borrower” and, collectively, “New Borrowers”) and each Person becoming a party hereto as Borrower in accordance with Section 7.10 (together with Existing Borrowers and New Borrowers, each a “Borrower” and, collectively, “Borrowers”), the entities listed on Annex II-A (each an “Existing Guarantor” and, collectively, “Existing Guarantors”), the entities listed on Annex II (each a “New Guarantor” and, collectively, “New Guarantors”) and each Person becoming a party hereto as a Guarantor in accordance with Section 7.10 (together with Existing Guarantors and New Guarantors, each a “Guarantor” and, collectively, “Guarantors”), certain financial institutions from time to time party hereto (as defined below, collectively,
FIRST AMENDMENT TO LOAN AGREEMENT (Napa Loan)Loan Agreement • August 5th, 2016 • Genesis Healthcare, Inc. • Services-skilled nursing care facilities
THIS FIRST AMENDMENT TO Loan AGREEMENT (“Amendment”) is dated as of the 31st day of March, 2016 (the “Amendment Effective Date”) between WELLTOWER Inc., formerly known as Health Care REIT, Inc., a corporation organized under the laws of the State of Delaware (“Lender”), and each of the BORROWER entities set forth on Schedule I attached hereto and made a part hereof, each a limited liability company organized under the laws of the State of Delaware (individually and collectively, “Borrower”).
SUPERIOR COURT OF CALIFORNIA COUNTY OF HUMBOLDT VINNIE LAVENDER by and through her Conservator, WANDA BAKER; WALTER SIMON; JACQUE LYN VILCHINSKY, Plaintiffs, vs. SKILLED HEALTHCARE GROUP, INC., et al., Defendants. ) ) ) ) ) ) ) ) ) ) ) ) ) Case No....Settlement Agreement and Release • September 8th, 2010 • Skilled Healthcare Group, Inc. • Services-skilled nursing care facilities • California
This Settlement Agreement and Release (the “Settlement Agreement”) is entered into as of September 7, 2010 (the “Settlement Date”), subject to the approval of the Court, by and among: (i) Intervenor, the People of the State of California, by and through the Humboldt County District Attorney’s Office (the “Intervenor”), and the Public Prosecutors (if any);1and (ii) Defendants Skilled
ASSET PURCHASE AGREEMENT by and between HOME AND HOSPICE CARE INVESTMENTS, LLC as Purchaser, EACH OF THE ENTITIES LISTED ON EXHIBIT A, as Sellers AND EACH OF THE BENEFICIAL OWNERS Dated as of May 1, 2010Asset Purchase Agreement • May 4th, 2010 • Skilled Healthcare Group, Inc. • Services-skilled nursing care facilities • California
THIS ASSET PURCHASE AGREEMENT (this “Agreement”) is entered into as of May 1, 2010 (the “Effective Date”), by and between HOME AND HOSPICE CARE INVESTMENTS, LLC, a Delaware limited liability company (“Purchaser”), on the one hand, and each of the parties set forth on Exhibit A attached hereto and whose signatures appear on the signature page(s) to this Agreement (each a “Seller” and collectively, “Sellers”) and the Beneficial Owners (as hereinafter defined and whose signatures appear on the signature page(s) to this Agreement), on the other hand.
TWENTIETH AMENDED AND RESTATED MASTER LEASE AGREEMENT BETWEEN FC‑Gen Real Estate, LLC AND Genesis Operations LLCMaster Lease Agreement • March 6th, 2017 • Genesis Healthcare, Inc. • Services-skilled nursing care facilities • Delaware
This TWENTIETH AMENDED AND RESTATED MASTER LEASE AGREEMENT (“Lease”) is effective as of January 31, 2017 (the “Effective Date”) among FC‑Gen Real Estate, LLC, a limited liability company organized under the laws of the State of Delaware (“Landlord”), having its chief executive office located at 4500 Dorr Street, Toledo, Ohio 43615‑4040, and Genesis Operations LLC, a limited liability company organized under the laws of the State of Delaware (“Tenant”), having its chief executive office located at 101 East State Street, Kennett Square, Pennsylvania 19348.
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • May 10th, 2019 • Genesis Healthcare, Inc. • Services-skilled nursing care facilities • Pennsylvania
This Amended and Restated Employment Agreement (the “Agreement”) is dated April 1, 2019, by and between Genesis Administrative Services, LLC, a Delaware limited liability company (the “Company”), and GEORGE V. HAGER, JR. (“Executive”).
AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • February 9th, 2007 • Skilled Healthcare Group, Inc. • Services-skilled nursing care facilities • Delaware
AGREEMENT AND PLAN OF MERGER dated as of February 7, 2007 (the “Merger Agreement”), by and among SHG Holding Solutions, Inc., a Delaware corporation (“SHG”), and Skilled Healthcare Group, Inc., a Delaware corporation (the “Merging Subsidiary”).
TERM LOAN AGREEMENT among GENESIS HEALTHCARE, INC., as Ultimate Parent FC-GEN Operations Investment, LLC, as Borrower and LLC Parent, GEN Operations I, LLC, as Parent, GEN OPERATIONS II, LLC, as Holdings, The Several Lenders from Time to Time Parties...Term Loan Agreement • August 5th, 2016 • Genesis Healthcare, Inc. • Services-skilled nursing care facilities • New York
TERM LOAN AGREEMENT, dated as of July 29, 2016, among GENESIS HEALTHCARE, INC., a Delaware corporation (“Ultimate Parent”), FC-GEN OPERATIONS INVESTMENT, LLC, a Delaware limited liability company (“LLC Parent” or the “Borrower”), GEN OPERATIONS I, LLC, a Delaware limited liability company (“Parent”), GEN OPERATIONS II, LLC, a Delaware limited liability company (“Holdings”), HCRI TUCSON PROPERTIES, INC., a Delaware corporation, and OHI MEZZ LENDER, LLC, a Delaware limited liability company (together, the “Initial Lenders”) and any other Lender from time to time party to this Agreement and WELLTOWER INC., as administrative agent (in such capacity, together with its successors and permitted assigns, the “Administrative Agent”) and collateral agent (in such capacity, together with its successors and permitted assigns, the “Collateral Agent”).
CONSULTING AGREEMENTConsulting Agreement • May 8th, 2015 • Genesis Healthcare, Inc. • Services-skilled nursing care facilities • California
THIS CONSULTING AGREEMENT (the “Agreement”) dated February 24,2015 is entered into by and between Genesis Administrative Services, LLC (together with its subsidiaries and affiliates being collectively referred to herein as the “Company”) and Roland Rapp (the “Consultant”).
WHEREAS, Company, Administrative Agent and certain lenders (“Existing Lenders”) are party to the Existing Credit Agreement;Skilled Healthcare Group, Inc. • June 6th, 2013 • Services-skilled nursing care facilities
WHEREAS, Company, Collateral Agent and certain subsidiaries of Company party thereto (the “Subsidiary Guarantors”) are party to (a) the Amended and Restated First Lien Security Agreement dated as of June 15, 2005 (as amended, supplemented or otherwise modified through the date hereof, the “Security Agreement”), and (b) the Amended and Restated First Lien Subsidiary Guaranty dated as of June 15, 2005 (as amended, supplemented or otherwise modified through the date hereof, the “Subsidiary Guaranty” and, together with the Security Agreement and the other Collateral Documents, the “Existing Collateral Documents”); and
EMPLOYMENT AGREEMENTEmployment Agreement • May 8th, 2015 • Genesis Healthcare, Inc. • Services-skilled nursing care facilities • Pennsylvania
This Employment Agreement (the “Agreement”) dated February 2, 2015, effective as of immediately following the Closing, as defined in the Purchase Agreement, as defined below, by and between Genesis Administrative Services, LLC, a Delaware limited liability company (the “Company”), and Thomas DiVittorio (“Executive”).
FIRST AMENDMENT TO EIGHTEENTH Amended and Restated MASTER LEASE AGREEMENTMaster Lease Agreement • November 6th, 2015 • Genesis Healthcare, Inc. • Services-skilled nursing care facilities
THIS FIRST AMENDMENT TO EIGHTEENTH Amended and Restated MASTER LEASE AGREEMENT (“Amendment”) is made effective this 11th day of September, 2015 (the “Amendment Effective Date”) by and between FC‑Gen Real Estate, LLC, a limited liability company organized under the laws of the State of Delaware (“Landlord”), having its chief executive office located at 4500 Dorr Street, Toledo, Ohio 43615‑4040, and Genesis Operations LLC, a limited liability company organized under the laws of the State of Delaware (“Tenant”), having its chief executive office located at 101 East State Street, Kennett Square, Pennsylvania 19348.
AMENDMENT NO. 3 TO LOAN AGREEMENTLoan Agreement • November 8th, 2017 • Genesis Healthcare, Inc. • Services-skilled nursing care facilities • New York
This Amendment No. 3 to Loan Agreement (this “Agreement”), dated as of August 8, 2017, is entered into by and among GENESIS HEALTHCARE, INC., a Delaware corporation (“Ultimate Parent”), FC-GEN OPERATIONS INVESTMENT, LLC, a Delaware limited liability company (the “Borrower”), GEN OPERATIONS I, LLC, a Delaware limited liability company (“Parent”), GEN OPERATIONS II, LLC, a Delaware limited liability company (“Holdings”, and together with Ultimate Parent, Borrower and Parent, “Amendment Parties”), each of the Lenders (as defined below) party hereto and WELLTOWER INC., as Administrative Agent (in such capacity, and together with its successors and permitted assigns, “Administrative Agent”).
SIXTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT OF FC- GEN OPERATIONS INVESTMENT, LLC a Delaware limited liability companyLimited Liability Company Operating Agreement • February 6th, 2015 • Genesis Healthcare, Inc. • Services-skilled nursing care facilities • Delaware
THIS SIXTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT OF FC-GEN OPERATIONS INVESTMENT, LLC, dated as of February 2, 2015 (the “Effective Date”), is entered into by and among SUN HEALTHCARE GROUP, INC., a Delaware corporation, as the Managing Member, and each of the Non-Managing Members (as defined herein).
