0001558370-18-004682 Sample Contracts

EMPLOYMENT AGREEMENT
Employment Agreement • May 10th, 2018 • Genesis Healthcare, Inc. • Services-skilled nursing care facilities • Pennsylvania

This Employment Agreement (the “Agreement”) dated March 2, 2015, (the “Effective Date”) by and between Genesis Administrative Services, LLC, a Delaware limited liability company (the “Company”), and Paul Bach (“Executive”).

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FIRST AMENDMENT TO AMENDED AND RESTATED LOAN AGREEMENT
Loan 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.

AMENDMENT no. 2 TO SECOND amended and restated REVOLVING CREDIT AGREEMENT
Revolving 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,

FOURTH AMENDMENT TO AMENDED AND RESTATED LOAN AGREEMENT
Loan Agreement • May 10th, 2018 • Genesis Healthcare, Inc. • Services-skilled nursing care facilities

THIS FOURTH AMENDMENT TO AMENDED AND RESTATED LOAN AGREEMENT (“Amendment”) is effective this 21st day of February, 2018 (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.

SECOND AMENDMENT TO TWENTIETH Amended and Restated MASTER LEASE AGREEMENT
Master Lease Agreement • May 10th, 2018 • Genesis Healthcare, Inc. • Services-skilled nursing care facilities

THIS SECOND AMENDMENT TO TWENTIETH Amended and Restated MASTER LEASE AGREEMENT (“Amendment”) is effective this 21st day of February, 2018 (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 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.

FIRST AMENDMENT TO AMENDED AND RESTATED LOAN AGREEMENT
Loan Agreement • May 10th, 2018 • Genesis Healthcare, Inc. • Services-skilled nursing care facilities

THIS FIRST AMENDMENT TO AMENDED AND RESTATED LOAN AGREEMENT (“Amendment”) is effective this 21st day of February, 2018 (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.

THIRD AMENDMENT TO TWENTIETH Amended and Restated MASTER LEASE AGREEMENT
Master Lease Agreement • May 10th, 2018 • Genesis Healthcare, Inc. • Services-skilled nursing care facilities

THIS THIRD AMENDMENT TO TWENTIETH Amended and Restated MASTER LEASE AGREEMENT (“Amendment”) is effective this 6th day of March, 2018 (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 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.

THIRD AMENDMENT TO CONSOLIDATED, AMENDED AND RESTATED LOAN AGREEMENT
Loan Agreement • May 10th, 2018 • Genesis Healthcare, Inc. • Services-skilled nursing care facilities

THIS THIRD AMENDMENT TO CONSOLIDATED, AMENDED AND RESTATED Loan AGREEMENT (“Amendment”) is dated as of the 30th day of March, 2018 (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”).

OMNIBUS AGREEMENT
Omnibus Agreement • May 10th, 2018 • Genesis Healthcare, Inc. • Services-skilled nursing care facilities • Delaware

THIS OMNIBUS AGREEMENT (this “Agreement”) is entered into as of February 21, 2018 by and between WELLTOWER INC. (“WT”; as used herein ‘WT’ shall mean Welltower Inc. and its subsidiaries and affiliates which are parties to the Transaction Documents defined below), WELLTOWER TRS HOLDCO LLC, a Delaware LLC (“TRS Holdco”) (solely for the purposes of Section 2(d) of this Agreement), OHI MEZZ LENDER LLC (“Omega”) (solely for the purposes of Sections 2(b), 2(d), 2(e) and 5(k) of this Agreement), and GENESIS HEALTHCARE, INC. (“Genesis”; as used herein ‘Genesis’ shall mean Genesis Healthcare, Inc. and its subsidiaries and affiliates which are parties to the Transaction Documents).

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