SEPARATION AGREEMENT AND GENERAL RELEASESeparation Agreement • 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”).
LOAN AGREEMENT BETWEEN HEALTH CARE REIT, INC. AND EACH OF THE BORROWER ENTITIES SET FORTH ON SCHEDULE I February 2, 2015Loan Agreement • May 8th, 2015 • Genesis Healthcare, Inc. • Services-skilled nursing care facilities
THIS LOAN AGREEMENT (“Agreement”) is made and entered into effective as of February 2, 2015 (the “Effective Date”) between 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.
AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT Dated as of July 26, 2013, among BELFAST OPERATIONS, LLC; FARMINGTON OPERATIONS, LLC; FALMOUTH OPERATIONS, LLC; WESTBROOK OPERATIONS, LLC; SKOWHEGAN SNF OPERATIONS, LLC; LEWISTON OPERATIONS, LLC;...Revolving Credit Agreement • May 8th, 2015 • Genesis Healthcare, Inc. • Services-skilled nursing care facilities • New York
THIS AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT, dated as of July 26, 2013, is entered into by and among, each of BELFAST OPERATIONS, LLC, a Maine limited liability company, FARMINGTON OPERATIONS, LLC, a Maine limited liability company, FALMOUTH OPERATIONS, LLC, a Maine limited liability company, WESTBROOK OPERATIONS, LLC, a Maine limited liability company, SKOWHEGAN SNF OPERATIONS, LLC, a Maine limited liability company, LEWISTON OPERATIONS, LLC, a Maine limited liability company, WATERVILLE SNF OPERATIONS LLC, a Maine limited liability company, KENNEBUNK OPERATIONS, LLC, a Maine limited liability company, CAMDEN OPERATIONS, LLC, a Maine limited liability company, ORONO OPERATIONS, LLC, a Maine limited liability company, SCARBOROUGH OPERATIONS, LLC, a Maine limited liability company, GENESIS HEALTHCARE OF MAINE, LLC, a Maine limited liability company (each an “Existing Borrower” and, collectively, “Existing Borrowers”), the other entities listed on Annex I (each a “New Borrower”
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 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 GEORGE V. HAGER, JR. (“Executive”).
TERM LOAN AGREEMENT among FC-GEN OPERATIONS INVESTMENT, LLC, as LLC Parent, GEN OPERATIONS I, LLC, as Parent, GEN OPERATIONS II, LLC, as Holdings, GENESIS HEALTHCARE LLC, as Borrower Agent and SUN HEALTHCARE GROUP, INC., as Borrower, The Several...Term Loan Agreement • May 8th, 2015 • Genesis Healthcare, Inc. • Services-skilled nursing care facilities • New York
TERM LOAN AGREEMENT, dated as of December 3, 2012, among FC-GEN OPERATIONS INVESTMENT, LLC, a Delaware limited liability company (“LLC Parent”), GEN OPERATIONS I, LLC, a Delaware limited liability company (“Parent”), GEN OPERATIONS II, LLC, a Delaware limited liability company (“Holdings”), GENESIS HEALTHCARE LLC, a Delaware limited liability company (the “Genesis Borrower”), SUN HEALTHCARE GROUP, INC., a Delaware corporation (the “Sun Borrower” and, together with the Genesis Borrower, the “Borrowers”), the several banks and other financial institutions or entities from time to time parties to this Agreement and BARCLAYS BANK PLC, 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”).
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”).
ContractIndemnification & Liability • May 8th, 2015 • Genesis Healthcare, Inc. • Services-skilled nursing care facilities • Delaware
AGREEMENT, effective as of February [·], 2015, between Genesis Healthcare, Inc., a Delaware corporation (the “Company”), [THE INDEMNITEE] and (the “Indemnitee”).
AMENDMENT NO. 1 TO SIXTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT OF FC-GEN OPERATIONS INVESTMENT, LLC RECITALSLimited Liability Company Operating Agreement • May 8th, 2015 • Genesis Healthcare, Inc. • Services-skilled nursing care facilities • Delaware
THIS AMENDMENT NO. 1 TO THE SIXTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT OF FC-GEN OPERATIONS INVESTMENT, LLC (this “Amendment”), dated as of April 1, 2015, is entered into by SUN HEALTHCARE GROUP, INC., a Delaware corporation, as the Managing Member.
THIRD AMENDED & RESTATED CREDIT AGREEMENT dated as of February 2, 2015, among GENESIS HEALTHCARE, INC. FC-GEN OPERATIONS INVESTMENT, LLC GENESIS HOLDINGS, LLC SKILLED HEALTHCARE, LLC and THE OTHER ENTITIES LISTED ON ANNEX I, as Borrowers, and THE...Credit Agreement • May 8th, 2015 • Genesis Healthcare, Inc. • Services-skilled nursing care facilities • New York
THIS THIRD AMENDED AND RESTATED CREDIT AGREEMENT, dated as of February 2, 2015, is entered into by and among GENESIS HEALTHCARE, INC. (formerly known as Skilled Healthcare Group, Inc., “Ultimate Parent”), FC-GEN OPERATIONS INVESTMENT, LLC, a Delaware limited liability company (“LLC Parent”), SKILLED HEALTHCARE, LLC, a Delaware limited liability company (“Skilled Holdings”), GENESIS HOLDINGS, LLC, a Delaware limited liability company (“Genesis Holdings”), GENESIS HEALTHCARE LLC (as a Borrower and as agent for the Borrowers pursuant to Section 11.23) and the entities listed with their jurisdiction of organization on Annex I-A hereto and each Person becoming a party hereto as a “Borrower” in accordance with Section 7.10 (collectively, “Borrowers”), certain financial institutions from time to time party hereto (as defined below, collectively, “Lenders”), L/C Issuers (as defined below) and GENERAL ELECTRIC CAPITAL CORPORATION (“GECC”), as Administrative Agent for the Lenders and the L/C Iss
