THIRD AMENDMENT TO NINETEENTH Amended and Restated MASTER LEASE AGREEMENT

Exhibit 10.10

execution version

THIRD AMENDMENT TO

NINETEENTH Amended and Restated MASTER LEASE AGREEMENT

THIS THIRD AMENDMENT TO NINETEENTH Amended and Restated MASTER LEASE AGREEMENT (“Amendment”) is executed this 29th day of July, 2016, and shall be deemed effective as of June 30, 2016 (the “Amendment 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 0000 Xxxx Xxxxxx, Xxxxxx, Xxxx  00000-0000, 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 000 Xxxx Xxxxx Xxxxxx, Xxxxxxx Xxxxxx, Xxxxxxxxxxxx 00000.

R E C I T A L S:

A.   Landlord and Tenant have previously entered into a Nineteenth Amended and Restated Master Lease Agreement (as amended, the “Lease”) dated as of December 1, 2015.

B.   Landlord and Tenant desire to amend the Lease as set forth herein, effective for all purposes as of the Amendment Effective Date.

NOW, THEREFORE, in consideration of the foregoing recitals and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1.     Definitions.  Any capitalized terms not defined in this Amendment shall have the meanings set forth in the Lease.

2.     Future Rights.  Exhibit T of the Lease is hereby amended and restated to read in its entirety as set forth on Exhibit T hereto.

3.     Financial Covenants.  Exhibit U of the Lease is hereby amended and restated to read in its entirety as set forth on Exhibit U hereto.

4.     Option to Purchase.  Exhibit V of the Lease is hereby amended and restated to read in its entirety as set forth on Exhibit V hereto.

5.     Subordination of Payments to Affiliates.  Section 14.6(a) of the Lease is hereby amended by adding the following new paragraph immediately after Section 14.6(a):

Notwithstanding the foregoing, any shares of GEN acquired by a Person through a partial exercise, settlement or exchange of a warrant, exchangeable note, or convertible note issued by GEN, or any of its Affiliates, shall not be considered for purposes of determining whether such Person will be deemed a shareholder, member or partner of GEN for purposes of this Section 14.6 in connection with any payment or distribution with respect to the remaining portion of such warrant, exchangeable note or convertible note, as applicable.

6.     Affirmation.  Except as specifically modified by this Amendment, the terms and provisions of the Lease are hereby affirmed and shall remain in full force and effect.

7.     Binding Effect.  This Amendment will be binding upon and inure to the benefit of the successors and permitted assigns of Landlord and Tenant.

8.     Further Modification.  The Lease may be further modified only by writing signed by Landlord and Tenant.

9.     Counterparts.  This Amendment may be executed in multiple counterparts, each of which shall be deemed an original hereof, but all of which will constitute one and the same document.

10.     Consent of Guarantor.  Each Guarantor shall execute the Consent of Guarantor set forth below.

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IN WITNESS WHEREOF, Landlord and Tenant have executed this Amendment as of the date first set forth above.

			FC-GEN REAL ESTATE, LLC
Signature:	/s/ Xxxx Xxxxxxx
Print Name:	Xxxx Xxxxxxx
			By:	/s/ Xxxxxx Xxxxxx
Signature:	/s/ Xxxxxx Xxxxxx			Xxxxxx Xxxxxx, Authorized Signatory
Print Name:	Xxxxxx Xxxxxx
			WELLTOWER INC.
Signature:	/s/ Xxxx Xxxxxxx		By:	/s/ Xxxxxx Xxxxxx
Print Name:	Xxxx Xxxxxxx			Xxxxxx Xxxxxx, Authorized Signatory
Signature:	/s/ Xxxxxx Xxxxxx		(Signing only for the purpose of accepting §1.5
Print Name:	Xxxxxx Xxxxxx		appointment of agency and agreeing to Secured
			Party obligations under the Lease.)
			GENESIS OPERATIONS LLC
Signature:	/s/ Xxxxxx Xxxxxxx		By:	/s/ Xxxxxxx X. Xxxxxxx
Print Name:	Xxxxxxx Xxxxxxx			Xxxxxxx X. Xxxxxxx,
				Secretary
Signature:	/s/ Xxxxx Xxxxxxx
Print Name:	Xxxxx Xxxxxxx		Tax I.D. No.:  00-0000000

S-1

			FC-GEN OPERATIONS INVESTMENT, LLC
Signature:	/s/ Xxxxxx Xxxxxxx		By:	/s/ Xxxxxxx X. Xxxxxxx
Print Name:	Xxxxxxx Xxxxxxx			Xxxxxxx X. Xxxxxxx
				Title: Secretary
Signature:	/s/ Xxxxx Xxxxxxx
Print Name:	Xxxxx Xxxxxxx		Tax I.D. No.: 00-0000000
			EACH SUBTENANT LISTED ON
			EXHIBIT C HERETO
Signature:	/s/ Xxxxxx Xxxxxxx
Print Name:	Xxxxxxx Xxxxxxx		By:	/s/ Xxxxxxx X. Xxxxxxx
				Xxxxxxx X. Xxxxxxx,
Signature:	/s/ Xxxxx Xxxxxxx			Secretary
Print Name:	Xxxxx Xxxxxxx

X-0

CONSENT OF GUARANTOR

In connection with the Nineteenth Amended and Restated Unconditional and Continuing Lease Guaranty (as amended, “Guaranty”) made by the undersigned Guarantors in favor of Landlord, as security for the Nineteenth Amended and Restated Master Lease Agreement between Landlord and Tenant, each of the undersigned hereby [i] consents to the foregoing Third Amendment to Nineteenth Amended and Restated Master Lease Agreement (the “Amendment”), [ii] agrees to be bound by the terms and provisions of the Amendment to the extent applicable to the undersigned pursuant to its guaranty, [iii] affirms the Guaranty which shall remain in full force and effect with respect to the Amendment, and [iv] waives any suretyship defenses arising in connection with the Amendment.  All capitalized terms not defined herein shall have the meaning set forth in the Nineteenth Amended and Restated Master Lease Agreement.

IN WITNESS WHEREOF, Guarantor executes and delivers this Consent of Guarantor effective as of the Amendment Effective Date.

PARENT:		GENESIS HEALTHCARE, INC.
		By:	/s/ Xxxxxxx X. Xxxxxxx
			Xxxxxxx X. Xxxxxxx
			Title: Secretary
		Tax I.D. No.:  00-0000000
COMPANY:		FC-GEN OPERATIONS INVESTMENT, LLC
		By:	/s/ Xxxxxxx X. Xxxxxxx
			Xxxxxxx X. Xxxxxxx
			Title: Secretary
		Tax ID No.: 00-0000000
SUBTENANTS:		EACH SUBTENANT LISTED ON
		EXHIBIT C HERETO
		By:	/s/ Xxxxxxx X. Xxxxxxx
			Xxxxxxx X. Xxxxxxx,
			Secretary