Amendment No. 9 dated as of February 23, 2018, to that certain Third Amended and Restated Credit Agreement by and among Genesis Healthcare, Inc., FC-GEN Operations Investment, LLC and certain other borrower entities as set forth therein, certain financial institutions from time to time party thereto, and Healthcare Financial Solutions, LLC, as administrative agent
Exhibit 10.13
AMENDMENT NO. 9 TO CREDIT AGREEMENT AND LIMITED CONSENT
This Amendment No. 9 to Credit Agreement and Limited Consent (this “Agreement”), dated as of February 23, 2018, is entered into by and among GENESIS HEALTHCARE, INC., a Delaware corporation (“Genesis Healthcare”), Genesis Healthcare’s direct and indirect subsidiaries listed on Annex I hereto (together with Genesis Healthcare, collectively, “Borrowers”), each of the Lenders (as defined below) party hereto and HEALTHCARE FINANCIAL SOLUTIONS, LLC, a Delaware limited liability company, as Administrative Agent for the Lenders and L/C Issuers (as defined therein) (in such capacity, and together with its successors and permitted assigns, “Administrative Agent”).
WHEREAS, Borrowers, Administrative Agent, L/C Issuers and the financial institutions from time to time party thereto as lenders (the “Lenders”) are parties to that certain Third Amended and Restated Credit Agreement, dated as of February 2, 2015, as amended by that certain Amendment No. 1 to Credit Agreement, dated as of April 28, 2016, that certain Amendment No. 2 to Credit Agreement, dated as of May 19, 2016, that certain Amendment No. 3 to Credit Agreement, dated as of July 29, 2016, that certain Amendment No. 4 to Credit Agreement, dated as of August 22, 2016, that certain Amendment No. 5 to Credit Agreement, dated as of October 21, 2016, that certain Amendment No. 6 to Credit Agreement, dated as of December 22, 2016, that certain Amendment No. 7 to Credit Agreement, dated as of May 5, 2017, and that certain Amendment No. 8 to Credit Agreement, dated as of December 21, 2017 (as it may have been and may be amended, restated, supplemented or otherwise modified through the date hereof, the “Existing Credit Agreement”, and as amended hereby and as it may be further amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), pursuant to which Administrative Agent, L/C Issuers and Lenders have agreed, among other things, to provide to Borrowers certain loans and other financial accommodations in accordance with the terms and conditions set forth therein;
WHEREAS, Borrowers have requested that Administrative Agent and Lenders agree to (i) amend the Existing Credit Agreement to (A) increase the maximum aggregate principal amount of the Indebtedness permitted in respect of the Term Loan Document from $120,000,000 to $160,000,000 (plus the amount of interest as and when due thereunder that was paid in kind and actually added to the unpaid principal balance of such Indebtedness less repayments of principal thereunder) in connection with that certain Amendment No. 4 to Loan Agreement, to be dated no later than March 9, 2018 (“Term Loan Amendment #4”), among Genesis Healthcare, LLC Parent, Parent, and Holdings, each of the lenders party thereto and Term Loan Agent, and (B) in accordance with Section 2.21 of the Credit Agreement, reflect a reduction in the Revolving Credit Commitments in connection with a corresponding increase in the commitments under the HUD Sub-Facility Credit Agreement, which is being amended on or about the date hereof, and (ii) consent to the amendment of the Term Loan Agreement by the Borrowers party thereto pursuant to Term Loan Amendment #4, which Amendment is in form and substance substantially similar to and no less favorable to Term Loan Agent and the lenders thereunder and/or the Secured Parties than the version attached hereto as Exhibit A and which Amendment, but for the consent set forth herein, would be prohibited under Section 8.9 of the Existing Credit Agreement; and
WHEREAS, Administrative Agent and each Lender is willing to agree to Borrowers’ request for such amendments, subject to and in accordance with the terms and conditions set forth in this Agreement.
NOW, THEREFORE, Borrowers, Administrative Agent and each Lender hereby agree as follows:
1. Recitals; Definitions. The foregoing recitals, including all terms defined therein, are incorporated herein and made a part hereof. All capitalized terms used herein (including, without limitation,
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2. in the foregoing recitals) and not defined herein shall have the meanings given to such terms in the Credit Agreement and the rules of interpretation set forth in Section 1.4 thereof are incorporated herein mutatis mutandis.
3. Amendments to the Existing Credit Agreement. Subject to the terms and conditions of this Agreement, including, without limitation, the conditions to effectiveness set forth in Section 4 below:
(a)Section 8.1(j) of the Existing Credit Agreement is hereby amended by replacing the amount “$120,000,000” with the amount “$160,000,000”.
(b)The Existing Credit Agreement is hereby amended by replacing in its entirety Schedule I of the Existing Credit Agreement with Schedule I attached hereto.
4. Limited Consent. In accordance with Section 11.l of the Existing Credit Agreement, Administrative Agent and each Lender hereby consents to the amendment of the Term Loan Agreement pursuant to Term Loan Amendment #4 by the Borrowers party thereto so long as, no later than March 9 2018, Administrative Agent shall have received a fully executed, true, correct and complete copy of Term Loan Amendment #4, which is substantially similar to and no less favorable to Term Loan Agent and the lenders thereunder and/or the Secured Parties than the version attached hereto as Exhibit A. Without limiting the foregoing or any rights of the Lenders or Administrative Agent under the Credit Agreement or the other Loan Documents, including the Intercreditor Agreement, the Material Master Lease Intercreditor Agreements and the Forbearance Agreement (as defined below), it is understood and agreed that the limited waiver and consent set forth in this Section 3 is effective solely for the purposes set forth herein and shall be limited precisely as written and shall not be deemed to (v) except as expressly provided herein, be a consent to any amendment, waiver or modification of any term or condition of the Credit Agreement or of any other Loan Document; (w) except as expressly provided herein, prejudice any right, power or remedy that Administrative Agent or the Lenders have or may have in the future under or in connection with the Credit Agreement or any other Loan Document; (x) except as expressly provided herein, waive any Default and/or Event of Default that may exist as of the date hereof (including, without limitation, the Specified Defaults (as defined below) set forth in the Forbearance Agreement, as well as any Defaults and/or Events of Default arising from a breach of the Forbearance Agreement by Borrowers); (y) amend, alter or otherwise modify the Forbearance Agreement or any terms, covenants or conditions set forth therein (including, without limitation, the Forbearance Period (as defined in the Forbearance Agreement) and the prescribed calculation and expiration thereof); or (z) establish a custom or course of dealing among any of the Borrowers, on the one hand, or Administrative Agent or any Lender, on the other hand.
5. Conditions. The effectiveness of this Agreement is subject to the following conditions, each in form and substance satisfactory to Administrative Agent:
(a)Administrative Agent shall have received a fully executed copy of this Agreement and such Agreement shall be in full force and effect;
(b)Loan Parties shall have paid all invoiced fees, costs and expenses associated with this Agreement;
(c)other than the Specified Defaults (as defined in Forbearance Agreement, dated as December 21, 2017 (the “Forbearance Agreement”), by and among the Administrative Agent, the Lenders, LLC Parent and the Borrowers), no Default or Event of Default shall have occurred and be continuing as of the date hereof under this Agreement, the Credit Agreement or any other Loan Document; and
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(d)Loan Parties shall have delivered such further documents, information, certificates, records and filings as Administrative Agent may reasonably request.
6. Reaffirmation of Loan Documents. By executing and delivering this Agreement, each Loan Party hereby (i) reaffirms, ratifies and confirms its Obligations under the Credit Agreement, the Notes and the other Loan Documents, as applicable, (ii) agrees that this Agreement shall be a “Loan Document” under the Credit Agreement and (iii) hereby expressly agrees that the Credit Agreement, the Notes and each other Loan Document shall remain in full force and effect.
7. Reaffirmation of Grant of Security Interest in Collateral. Each Loan Party hereby expressly reaffirms, ratifies and confirms its obligations under the Security Agreement, including its mortgage, grant, pledge and hypothecation to Administrative Agent for the benefit of the Secured Parties, of the Lien on and security interest in, all of its right, title and interest in, all of the Collateral.
8. Confirmation of Representations and Warranties; Liens; No Default. Each Loan Party that is party hereto hereby confirms that (i) all of the representations and warranties set forth in the Loan Documents to which it is a party continue to be true and correct in all material respects as of the date hereof as if made on the date hereof and as if fully set forth herein, except to the extent (A) such representations and warranties by their terms expressly relate only to a prior date (in which case such representations and warranties shall be true and correct in all material respects as of such prior date) or (B) any such representation or warranty is no longer true, correct or complete due to the occurrence of one or more events that are permitted to occur (or are not otherwise prohibited) under the Loan Documents, (ii) other than the Specified Defaults (as defined in the Forbearance Agreement), which each Loan Party acknowledges and agrees have occurred, are continuing, and have not been cured or waived as of the date of this Agreement (and will not otherwise be cured or waived as a result of the Parties entry into this Agreement), there are no continuing Defaults or Events of Default that have not been waived or cured, (iii) subject to the terms and conditions of the Loan Documents, Administrative Agent has and shall continue to have valid, enforceable and perfected Liens on the Collateral with the priority set forth in the Intercreditor Agreement, for the benefit of the Secured Parties, pursuant to the Loan Documents or otherwise granted to or held by Administrative Agent, for the benefit of the Secured Parties, subject only to Liens expressly permitted pursuant to Section 8.2 of the Credit Agreement, and (iv) the agreements and obligations of Borrowers and each other Loan Party contained in the Loan Documents and in this Agreement constitute the legal, valid and binding obligations of Borrowers and each other Loan Party, enforceable against Borrowers and each other Loan Party in accordance with their respective terms, except to the extent limited by general principles of equity and by bankruptcy, insolvency, fraudulent conveyance, or other similar laws affecting creditors’ rights generally.
9. No Other Amendments. Except as expressly set forth in this Agreement, the Credit Agreement and all other Loan Documents shall remain unchanged and in full force and effect. This Agreement shall be limited precisely and expressly as drafted and shall not be construed as consent to the amendment, restatement, modification, supplementation or waiver of any other terms or provisions of the Credit Agreement or any other Loan Document.
10. Release. As of the date of this Agreement, each Loan Party (i) agrees that, to its knowledge, Administrative Agent, each L/C Issuer and each Lender has fully complied with its obligations under each Loan Document required to be performed prior to the date hereof, (ii) agrees that no Loan Party has any defenses to the validity, enforceability or binding effect of any Loan Document and (iii) fully and irrevocably releases any claims of any nature whatsoever that it may now have against Administrative Agent, each L/C Issuer and each Lender and relating in any way to this Agreement, the Loan Documents or the transactions contemplated thereby.
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11. Costs and Expenses. The payment of all fees, costs and expenses incurred by Administrative Agent in connection with the preparation and negotiation of this Agreement shall be governed by Section 11.3 of the Credit Agreement and the Forbearance Agreement.
12. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York.
13. Successors/Assigns. This Agreement shall bind, and the rights hereunder shall inure to, the respective successors and assigns of the parties hereto, subject to the provisions of the Loan Documents.
14. Headings. Section headings in this Agreement are included for convenience of reference only and shall not constitute a part of this Agreement for any other purpose.
15. Counterparts. This Agreement may be executed in any number of counterparts and by different parties in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. Signature pages may be detached from multiple separate counterparts and attached to a single counterpart. Delivery of an executed signature page of this Agreement by facsimile transmission or Electronic Transmission shall be as effective as delivery of a manually executed counterpart hereof. Any party delivering an executed counterpart of this Agreement by facsimile transmission or Electronic Transmission shall also deliver an original executed counterpart of this Agreement but the failure to deliver an original executed counterpart shall not affect the validity, enforceability or binding effect of this Agreement.
[SIGNATURE PAGES FOLLOW]
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IN WITNESS WHEREOF, each of the undersigned has executed this Agreement or has caused the same to be executed by its duly authorized representatives as of the date first above written.
BORROWERS:GENESIS HEALTHCARE, INC.
a Delaware corporation
By: /s/ Michael S. Sherman
Name:Michael S. Sherman
Title:SVP
FC-GEN OPERATIONS INVESTMENT, LLC
a Delaware limited liability company
By: /s/ Michael S. Sherman
Name:Michael S. Sherman
Title:SVP
EACH OF THE ENTITIES LISTED ON ANNEX I ATTACHED HERETO:
By: FC-GEN OPERATIONS INVESTMENT, LLC, its authorized agent
By: /s/ Michael S. Sherman
Name:Michael S. Sherman
Title:SVP
[Signatures Continue on Following Pages]
S-1
ADMINISTRATIVE AGENT:
HEALTHCARE FINANCIAL SOLUTIONS, LLC, a Delaware limited liability company
By: /s/ Thomas A. Buckelew
Name: Thomas A. Buckelew
Title: Duly Authorized Signatory
LENDER:
HEALTHCARE FINANCIAL SOLUTIONS, LLC, in its capacity as a Revolving Credit Lender
By: /s/ Thomas A. Buckelew
Name: Thomas A. Buckelew
Title: Duly Authorized Signatory
[Signatures Continue on Following Page]
S-2
LENDER:
BARCLAYS BANK PLC, in its capacity as a Revolving Credit Lender
By: /s/ Nick Guzzardo
Name: Nick Guzzardo
Title: Assistant Vice President
[Signatures Continue on Following Page]
S-3
LENDER:
WELLS FARGO CAPITAL FINANCE, LLC, in its capacity as a Revolving Credit Lender
By: /s/ Dhavel Tejans
Name: Dhavel Tejans
Title: Duly Authorized Signatory
[Signatures Continue on Following Page]
S-4
LENDER:
MIDCAP FUNDING IV TRUST, in its capacity as a Revolving Credit Lender
By: Apollo Capital Management, L.P., its investment manager
By: Apollo Capital Management, GP, LLC, its general partner
By: /s/ Maurice Amsellem
Name: Maurice Amsellem
Title: Authorized Signatory
[End of Signature Pages]
S-5
ANNEX I
BORROWERS
1 EMERSON DRIVE NORTH OPERATIONS LLC
1 EMERSON DRIVE SOUTH OPERATIONS LLC
1 MAGNOLIA DRIVE OPERATIONS LLC
1 SUTPHIN DRIVE OPERATIONS LLC
10 WOODLAND DRIVE OPERATIONS LLC
100 CHAMBERS STREET OPERATIONS LLC
100 EDELLA ROAD OPERATIONS LLC
100 ST. CLAIRE DRIVE OPERATIONS LLC
1000 ASSOCIATION DRIVE OPERATIONS LLC
1000 LINCOLN DRIVE OPERATIONS LLC
1000 ORWIGSBURG MANOR DRIVE OPERATIONS LLC
1000 SCHUYLKILL MANOR ROAD OPERATIONS LLC
101 13TH STREET OPERATIONS LLC
1020 SOUTH MAIN STREET OPERATIONS LLC
106 TYREE STREET OPERATIONS LLC
1080 SILVER LAKE BOULEVARD OPERATIONS LLC
1100 NORMAN ESKRIDGE HIGHWAY OPERATIONS LLC
1104 WELSH ROAD OPERATIONS LLC
1113 NORTH EASTON ROAD OPERATIONS LLC
1145 POQUONNOCK ROAD OPERATIONS LLC
115 EAST MELROSE AVENUE OPERATIONS LLC
115 SUNSET ROAD OPERATIONS LLC
1165 EASTON AVENUE OPERATIONS LLC
1165 EASTON AVENUE PROPERTY, LLC
120 MURRAY STREET OPERATIONS LLC
120 MURRAY STREET PROPERTY LLC
1200 S. BROADWAY PROPERTY, LLC
1201 RURAL AVENUE OPERATIONS LLC
1203 WALKER ROAD OPERATIONS LLC
1223 ORCHARD LANE PROPERTY, LLC
12-15 SADDLE RIVER ROAD OPERATIONS LLC
12325 NEW HAMPSHIRE AVENUE DIALYSIS SERVICES LLC
12325 NEW HAMPSHIRE AVENUE OPERATIONS LLC
1240 PINEBROOK ROAD, LLC
1245 CHURCH ROAD OPERATIONS LLC
1248 HOSPITAL DRIVE OPERATIONS LLC
1248 HOSPITAL DRIVE PROPERTY LLC
125 HOLLY ROAD OPERATIONS LLC
1251 RURAL AVENUE OPERATIONS LLC
128 EAST STATE STREET ASSOCIATES, LLC
1350 E. LOOKOUT DRIVE OPERATIONS LLC
1351 OLD FREEHOLD ROAD OPERATIONS LLC
1361 ROUTE 72 WEST OPERATIONS LLC
140 PRESCOTT STREET OPERATIONS LLC
1419 ROUTE 9 NORTH OPERATIONS LLC
1420 SOUTH BLACK HORSE PIKE OPERATIONS LLC
1420 SOUTH BLACK HORSE PIKE PROPERTY, LLC
Schedule I
144 MAGNOLIA DRIVE OPERATIONS LLC
150 EDELLA ROAD OPERATIONS LLC
1501 SE 24TH ROAD, LLC
1515 LAMBERTS MILL ROAD OPERATIONS LLC
1526 LOMBARD STREET SNF OPERATIONS LLC
1539 COUNTRY CLUB ROAD OPERATIONS LLC
1543 COUNTRY CLUB ROAD MANOR OPERATIONS LLC
16 FUSTING AVENUE OPERATIONS LLC
161 BAKERS RIDGE ROAD OPERATIONS LLC
1631 RITTER DRIVE OPERATIONS LLC
1680 SPRING CREEK ROAD OPERATIONS LLC
1700 PINE STREET OPERATIONS LLC
1700 WYNWOOD DRIVE OPERATIONS LLC
1718 SPRING CREEK ROAD OPERATIONS LLC
1775 HUNTINGTON LANE, LLC
1785 SOUTH HAYES STREET OPERATIONS LLC
1801 TURNPIKE STREET OPERATIONS LLC
1801 WENTWORTH ROAD OPERATIONS LLC
184 BETHLEHEM PIKE OPERATIONS LLC
191 HACKETT HILL ROAD OPERATIONS LLC
1980 SUNSET POINT ROAD, LLC
2 DEER PARK DRIVE OPERATIONS LLC
20 SUMMIT STREET OPERATIONS LLC
200 MARTER AVENUE OPERATIONS LLC
200 REYNOLDS AVENUE OPERATIONS LLC
200 SOUTH RITCHIE AVENUE OPERATIONS LLC
201 NEW ROAD OPERATIONS LLC
201 WOOD STREET OPERATIONS LLC
2015 EAST WEST HIGHWAY OPERATIONS LLC
2015 EAST WEST HIGHWAY PROPERTY, LLC
205 ARMSTRONG AVENUE OPERATIONS LLC
2101 FAIRLAND ROAD OPERATIONS LLC
2112 HIGHWAY 36 PROPERTY, LLC
22 SOUTH STREET OPERATIONS LLC
22 TUCK ROAD OPERATIONS LLC
2240 WHITE HORSE MERCERVILLE ROAD OPERATIONS LLC
225 EVERGREEN ROAD OPERATIONS LLC
227 EVERGREEN ROAD OPERATIONS LLC
227 PLEASANT STREET OPERATIONS LLC
23 FAIR STREET OPERATIONS LLC
23 FAIR STREET PROPERTY, LLC
2305 RANCOCAS ROAD OPERATIONS LLC
239 PLEASANT STREET OPERATIONS LLC
24 TRUCKHOUSE ROAD OPERATIONS LLC
240 BARKER ROAD OPERATIONS LLC
25 EAST LINDSLEY ROAD OPERATIONS LLC
2507 CHESTNUT STREET OPERATIONS LLC
2600 HIGHLANDS BOULEVARD, NORTH, LLC
2601 EVESHAM ROAD OPERATIONS LLC
261 TERHUNE DRIVE OPERATIONS LLC
261 TERHUNE DRIVE PROPERTY, LLC
Schedule I
262 TOLL GATE ROAD OPERATIONS LLC
2720 CHARLES TOWN ROAD OPERATIONS LLC
279 CABOT STREET OPERATIONS LLC
279 CABOT STREET PROPERTY LLC
290 HANOVER STREET OPERATIONS LLC
290 RED SCHOOL LANE OPERATIONS LLC
2900 TWELFTH STREET NORTH, LLC
292 APPLEGARTH ROAD OPERATIONS LLC
3 INDUSTRIAL WAY EAST OPERATIONS LLC
3 PARK DRIVE OPERATIONS LLC
30 PRINCETON BOULEVARD OPERATIONS LLC
30 WEBSTER STREET OPERATIONS LLC
30 WEST AVENUE OPERATIONS LLC
300 COURTRIGHT STREET OPERATIONS LLC
300 PEARL STREET OPERATIONS LLC
300 PEARL STREET PROPERTY LLC
3000 BALFOUR CIRCLE OPERATIONS LLC
3001 EVESHAM ROAD OPERATIONS LLC
302 CEDAR RIDGE ROAD OPERATIONS LLC
315 UPPER RIVERDALE ROAD LLC
32 HOSPITAL HILL ROAD OPERATIONS LLC
3227 BEL PRE ROAD OPERATIONS LLC
329 EXEMPLA CIRCLE OPERATIONS LLC
330 FRANKLIN TURNPIKE OPERATIONS LLC
331 HOLT LANE OPERATIONS LLC
333 GRAND AVENUE OPERATIONS LLC
333 GREEN END AVENUE OPERATIONS LLC
336 SOUTH WEST END AVENUE OPERATIONS LLC
340 E. SOUTH STREET PROPERTY, LLC
3485 DAVISVILLE ROAD OPERATIONS LLC
35 MARC DRIVE OPERATIONS LLC
35 MILKSHAKE LANE OPERATIONS LLC
350 HAWS LANE OPERATIONS LLC
3809 BAYSHORE ROAD OPERATIONS LLC
3865 TAMPA ROAD, LLC
390 RED SCHOOL LANE OPERATIONS LLC
4 HAZEL AVENUE OPERATIONS LLC
40 PARKHURST ROAD OPERATIONS LLC
400 29TH STREET NORTHEAST OPERATIONS LLC
400 29TH STREET NORTHEAST PROPERTY LLC
400 GROTON ROAD OPERATIONS LLC
4140 OLD WASHINGTON HIGHWAY OPERATIONS LLC
422 23RD STREET OPERATIONS LLC
438 23RD STREET OPERATIONS LLC
44 KEYSTONE DRIVE OPERATIONS LLC
440 NORTH RIVER STREET OPERATIONS LLC
450 EAST PHILADELPHIA AVENUE OPERATIONS LLC
455 BRAYTON AVENUE OPERATIONS LLC
4602 NORTHGATE COURT, LLC
462 MAIN STREET OPERATIONS LLC
464 MAIN STREET OPERATIONS LLC
Schedule I
475 JACK MARTIN BOULEVARD OPERATIONS LLC
4755 SOUTH 48TH STREET OPERATIONS LLC
4755 SOUTH 48TH STREET PROPERTY LLC
4901 NORTH MAIN STREET OPERATIONS LLC
4927 VOORHEES ROAD, LLC
5 ROLLING MEADOWS DRIVE OPERATIONS LLC
50 MULBERRY TREE STREET OPERATIONS LLC
500 EAST PHILADELPHIA AVENUE OPERATIONS LLC
500 SOUTH DUPONT BOULEVARD OPERATIONS LLC
5101 NORTH PARK DRIVE OPERATIONS LLC
515 BRIGHTFIELD ROAD OPERATIONS LLC
525 GLENBURN AVENUE OPERATIONS LLC
530 MACOBY STREET OPERATIONS LLC
536 RIDGE ROAD OPERATIONS LLC
54 SHARP STREET OPERATIONS LLC
5485 PERKIOMEN AVENUE OPERATIONS LLC
549 BALTIMORE PIKE OPERATIONS LLC
55 COOPER STREET OPERATIONS LLC
55 KONDRACKI LANE OPERATIONS LLC
55 KONDRACKI LANE PROPERTY, LLC
5501 PERKIOMEN AVENUE OPERATIONS LLC
56 HAMILTON AVENUE OPERATIONS LLC
56 WEST FREDERICK STREET OPERATIONS LLC
59 HARRINGTON COURT OPERATIONS LLC
590 NORTH POPLAR FORK ROAD OPERATIONS LLC
600 PAOLI POINTE DRIVE OPERATIONS LLC
6000 BELLONA AVENUE OPERATIONS LLC
6040 HARFORD ROAD OPERATIONS LLC
61 COOPER STREET OPERATIONS LLC
610 DUTCHMAN'S LANE OPERATIONS LLC
610 TOWNBANK ROAD OPERATIONS LLC
613 HAMMONDS LANE OPERATIONS LLC
625 STATE HIGHWAY 34 OPERATIONS LLC
63 COUNTRY VILLAGE ROAD OPERATIONS LLC
642 METACOM AVENUE OPERATIONS LLC
65 COOPER STREET OPERATIONS LLC
650 EDISON AVENUE OPERATIONS LLC
656 DILLON WAY OPERATIONS LLC
699 SOUTH PARK ROAD OPERATIONS LLC
70 GILL AVENUE OPERATIONS LLC
700 MARVEL ROAD OPERATIONS LLC
700 TOLL HOUSE AVENUE OPERATIONS LLC
700 TOWN BANK ROAD OPERATIONS LLC
715 EAST KING STREET OPERATIONS LLC
72 SALMON BROOK DRIVE OPERATIONS LLC
723 SUMMERS STREET OPERATIONS LLC
7232 GERMAN HILL ROAD OPERATIONS LLC
735 PUTNAM PIKE OPERATIONS LLC
7395 W. EASTMAN PLACE OPERATIONS LLC
740 OAK HILL ROAD OPERATIONS LLC
740 OAK HILL ROAD PROPERTY LLC
Schedule I
75 HICKLE STREET OPERATIONS LLC
7520 SURRATTS ROAD OPERATIONS LLC
7525 CARROLL AVENUE OPERATIONS LLC
77 MADISON AVENUE OPERATIONS LLC
7700 YORK ROAD OPERATIONS LLC
777 LAFAYETTE ROAD OPERATIONS LLC
78 OPAL STREET LLC
8 ROSE STREET OPERATIONS LLC
80 MADDEX DRIVE OPERATIONS LLC
800 WEST MINER STREET OPERATIONS LLC
8015 LAWNDALE STREET OPERATIONS LLC
810 SOUTH BROOM STREET OPERATIONS LLC
8100 WASHINGTON LANE OPERATIONS LLC
825 SUMMIT STREET OPERATIONS LLC
84 COLD HILL ROAD OPERATIONS LLC
840 LEE ROAD OPERATIONS LLC
841 MERRIMACK STREET OPERATIONS LLC
843 WILBUR AVENUE OPERATIONS LLC
845 PADDOCK AVENUE OPERATIONS LLC
850 PAPER MILL ROAD OPERATIONS LLC
867 YORK ROAD OPERATIONS LLC
8710 EMGE ROAD OPERATIONS LLC
8720 EMGE ROAD OPERATIONS LLC
89 MORTON STREET OPERATIONS LLC
899 CECIL AVENUE OPERATIONS LLC
905 PENLLYN PIKE OPERATIONS LLC
91 COUNTRY VILLAGE ROAD OPERATIONS LLC
9101 SECOND AVENUE OPERATIONS LLC
93 MAIN STREET SNF OPERATIONS LLC
932 BROADWAY OPERATIONS LLC
9701 MEDICAL CENTER DRIVE OPERATIONS LLC
9738 WESTOVER HILLS BOULEVARD OPERATIONS LLC
98 HOSPITALITY DRIVE OPERATIONS LLC
98 HOSPITALITY DRIVE PROPERTY LLC
ALEXANDRIA CARE CENTER, LLC
ALTA CARE CENTER, LLC
ANAHEIM TERRACE CARE CENTER, LLC
BAY CREST CARE CENTER, LLC
BELEN MEADOWS HEALTHCARE AND REHABILITATION CENTER, LLC
BELMONT NURSING CENTER, LLC
BLUE RIVER KANSAS CITY PROPERTY, LLC
BRADFORD SQUARE NURSING, LLC
BRIER OAK ON SUNSET, LLC
CAMERON MISSOURI PROPERTY, LLC
CAREERSTAFF UNLIMITED, LLC
CARMEL HILLS INDEPENDENCE PROPERTY, LLC
CITY VIEW VILLA, LLC
CLAIRMONT LONGVIEW PROPERTY, LLC
CLAIRMONT LONGVIEW, LLC
CLOVIS HEALTHCARE AND REHABILITATION CENTER, LLC
COLONIAL TYLER CARE CENTER, LLC
Schedule I
CORNERSTONE HOSPICE ARIZONA, LLC
COURTYARD JV LLC
CREEKSIDE HOSPICE II, LLC
CRESTVIEW NURSING, LLC
DIANE DRIVE OPERATIONS LLC
EAST RUSHOLME PROPERTY, LLC
ELMCREST CARE CENTER, LLC
FALMOUTH HEALTHCARE, LLC
FC-GEN HOSPICE HOLDINGS, LLC
FC-GEN OPERATIONS INVESTMENT, LLC
FIVE NINETY SIX SHELDON ROAD OPERATIONS LLC
FLATONIA OAK MANOR, LLC
FLORIDA HOLDINGS I, LLC
FLORIDA HOLDINGS II, LLC
FLORIDA HOLDINGS III, LLC
FORT WORTH CENTER OF REHABILITATION, LLC
FORTY EIGHT NICHOLS STREET OPERATIONS LLC
FORTY SIX NICHOLS STREET OPERATIONS LLC
FORTY SIX NICHOLS STREET PROPERTY LLC
FOUNTAIN CARE CENTER, LLC
FOUNTAIN HOLDCO, LLC
FOUNTAIN VIEW SUBACUTE AND NURSING CENTER, LLC
FRANKLIN WOODS JV LLC
GEN OPERATIONS I, LLC
GEN OPERATIONS II, LLC
GENESIS ADMINISTRATIVE SERVICES LLC
GENESIS BAYVIEW JV HOLDINGS, LLC
GENESIS CO HOLDINGS LLC
GENESIS CT HOLDINGS LLC
GENESIS DE HOLDINGS LLC
GENESIS DYNASTY OPERATIONS LLC
GENESIS ELDERCARE NETWORK SERVICES, LLC
GENESIS ELDERCARE PHYSICIAN SERVICES, LLC
GENESIS ELDERCARE REHABILITATION SERVICES, LLC
GENESIS HEALTH VENTURES OF NEW GARDEN, LLC
GENESIS HEALTHCARE LLC
GENESIS HOLDINGS LLC
GENESIS HOSPITALITY SERVICES LLC
GENESIS IP LLC
GENESIS LGO OPERATIONS LLC
GENESIS MA HOLDINGS LLC
GENESIS MD HOLDINGS LLC
GENESIS NH HOLDINGS LLC
GENESIS NJ HOLDINGS LLC
GENESIS OMG OPERATIONS LLC
GENESIS OPERATIONS II LLC
GENESIS OPERATIONS III LLC
GENESIS OPERATIONS IV LLC
GENESIS OPERATIONS LLC
GENESIS OPERATIONS V LLC
GENESIS OPERATIONS VI LLC
Schedule I
GENESIS PA HOLDINGS LLC
GENESIS PARTNERSHIP, LLC
GENESIS PROSTEP, LLC
GENESIS RI HOLDINGS LLC
GENESIS STAFFING SERVICES LLC
GENESIS TX HOLDINGS LLC
GENESIS VA HOLDINGS LLC
GENESIS VT HOLDINGS LLC
GENESIS WV HOLDINGS LLC
GHC BURLINGTON WOODS DIALYSIS JV LLC
GHC DIALYSIS JV LLC
GHC HOLDINGS II LLC
GHC HOLDINGS LLC
GHC JV HOLDINGS LLC
GHC MATAWAN DIALYSIS JV LLC
GHC PAYROLL LLC
GHC PROPERTY MANAGEMENT LLC
GHC RANDALLSTOWN DIALYSIS JV LLC
GHC SELECTCARE LLC
GHC TX OPERATIONS LLC
GHC WINDSOR DIALYSIS JV LLC
GRANITE LEDGES JV LLC
GRANT MANOR LLC
GREAT FALLS HEALTH CARE COMPANY, L.L.C.
GRS JV LLC
GUADALUPE SEGUIN PROPERTY, LLC
GUADALUPE VALLEY NURSING CENTER, LLC
HALLETTSVILLE REHABILITATION AND NURSING CENTER, LLC
HALLMARK INVESTMENT GROUP, LLC
HALLMARK REHABILITATION GP, LLC
HANCOCK PARK REHABILITATION CENTER, LLC
HARBORSIDE CONNECTICUT LIMITED PARTNERSHIP
HARBORSIDE DANBURY LIMITED PARTNERSHIP
HARBORSIDE HEALTH I LLC
HARBORSIDE HEALTHCARE ADVISORS LIMITED PARTNERSHIP
HARBORSIDE HEALTHCARE LIMITED PARTNERSHIP
HARBORSIDE HEALTHCARE, LLC
HARBORSIDE MASSACHUSETTS LIMITED PARTNERSHIP
HARBORSIDE NEW HAMPSHIRE LIMITED PARTNERSHIP
HARBORSIDE NORTH TOLEDO LIMITED PARTNERSHIP
HARBORSIDE OF CLEVELAND LIMITED PARTNERSHIP
HARBORSIDE OF DAYTON LIMITED PARTNERSHIP
HARBORSIDE OF OHIO LIMITED PARTNERSHIP
HARBORSIDE POINT PLACE, LLC
HARBORSIDE REHABILITATION LIMITED PARTNERSHIP
HARBORSIDE RHODE ISLAND LIMITED PARTNERSHIP
HARBORSIDE SWANTON, LLC
HARBORSIDE SYLVANIA, LLC
HARBORSIDE TOLEDO BUSINESS LLC
HARBORSIDE TOLEDO LIMITED PARTNERSHIP
HARBORSIDE TROY, LLC
Schedule I
HBR BARDWELL LLC
HBR BARKELY DRIVE, LLC
HBR BOWLING GREEN LLC
HBR BROWNSVILLE, LLC
HBR CAMPBELL LANE, LLC
HBR DANBURY, LLC
HBR ELIZABETHTOWN, LLC
HBR KENTUCKY, LLC
HBR LEWISPORT, LLC
HBR MADISONVILLE, LLC
HBR OWENSBORO, LLC
HBR PADUCAH, LLC
HBR STAMFORD, LLC
HBR TRUMBULL, LLC
HBR WOODBURN, LLC
HC 63 OPERATIONS LLC
HHCI LIMITED PARTNERSHIP
HIGHLAND HEALTHCARE AND REHABILITATION CENTER, LLC
HOLMESDALE HEALTHCARE AND REHABILITATION CENTER, LLC
HOLMESDALE PROPERTY, LLC
HOME HEALTH CARE OF THE WEST, LLC
HOSPITALITY LUBBOCK PROPERTY, LLC
HOSPITALITY NURSING AND REHABILITATION CENTER, LLC
HUNTINGTON PLACE LIMITED PARTNERSHIP
INDEPENDENCE MISSOURI PROPERTY, LLC
KANSAS CITY TRANSITIONAL CARE CENTER, LLC
KENNETT CENTER, L.P.
KHI LLC
KLONDIKE MANOR LLC
LEISURE YEARS NURSING, LLC
LIBERTY TERRACE HEALTHCARE AND REHABILITATION CENTER, LLC
LIBERTY TERRACE MISSOURI PROPERTY, LLC
LINCOLN HIGHWAY JV LLC
LINCOLN HIGHWAY OPERATIONS LLC
LIVE OAK NURSING CENTER, LLC
MAGNOLIA JV LLC
MARIETTA HEALTHCARE, LLC
MARYLAND HARBORSIDE LLC
MASHPEE HEALTHCARE, LLC
MASSACHUSETTS HOLDINGS I, LLC
MASTHEAD, LLC
MONTEBELLO CARE CENTER, LLC
MONUMENT LA GRANGE PROPERTY, LLC
MONUMENT REHABILITATION AND NURSING CENTER, LLC
MS EXTON, LLC
MS EXTON HOLDINGS, LLC
OAKLAND MANOR NURSING CENTER, LLC
ODD LOT LLC
OHIO HOLDINGS I, LLC
ONE PRICE DRIVE OPERATIONS LLC
OWENTON MANOR NURSING, LLC
Schedule I
PDDTSE LLC
PEAK MEDICAL ASSISTED LIVING, LLC
PEAK MEDICAL COLORADO NO. 2, LLC
PEAK MEDICAL COLORADO NO. 3, LLC
PEAK MEDICAL IDAHO OPERATIONS, LLC
PEAK MEDICAL LAS CRUCES NO. 2, LLC
PEAK MEDICAL LAS CRUCES, LLC
PEAK MEDICAL MONTANA OPERATIONS, LLC
PEAK MEDICAL NEW MEXICO NO. 3, LLC
PEAK MEDICAL OF BOISE, LLC
PEAK MEDICAL OF COLORADO, LLC
PEAK MEDICAL OF IDAHO, LLC
PEAK MEDICAL OF UTAH, LLC
PEAK MEDICAL ROSWELL, LLC
PEAK MEDICAL, LLC
PINE TREE VILLA LLC
PM OXYGEN SERVICES, LLC
PREFERRED DESIGN, LLC
PROCARE ONE NURSES, LLC
PROPERTY RESOURCE HOLDINGS, LLC
RAYMORE MISSOURI PROPERTY, LLC
REGENCY HEALTH SERVICES, LLC
REGENCY NURSING, LLC
RESPIRATORY HEALTH SERVICES LLC
RIO HONDO SUBACUTE AND NURSING CENTER, LLC
RIVERSIDE RETIREMENT LIMITED PARTNERSHIP
RIVERVIEW DES MOINES PROPERTY, LLC
ROMNEY HEALTH CARE CENTER LIMITED PARTNERSHIP
ROSSVILLE KANSAS PROPERTY, LLC
ROUTE 92 OPERATIONS LLC
ROYALWOOD CARE CENTER, LLC
SADDLE SHOP ROAD OPERATIONS LLC
SALISBURY JV LLC
SANDPIPER WICHITA PROPERTY, LLC
SHARON CARE CENTER, LLC
SHAWNEE GARDENS HEALTHCARE AND REHABILITATION CENTER, LLC
SHAWNEE PROPERTY, LLC
SHG PARTNERSHIP, LLC
SHG RESOURCES, LLC
SIGNATURE HOSPICE & HOME HEALTH, LLC
SKIES HEALTHCARE AND REHABILITATION CENTER, LLC
SKILES AVENUE AND STERLING DRIVE URBAN RENEWAL OPERATIONS LLC
SKILLED HEALTHCARE, LLC
SOUTHWEST PAYROLL SERVICES, LLC
SOUTHWOOD AUSTIN PROPERTY, LLC
SOUTHWOOD CARE CENTER, LLC
SR-73 AND LAKESIDE AVENUE OPERATIONS LLC
ST. ANTHONY HEALTHCARE AND REHABILITATION CENTER, LLC
ST. CATHERINE HEALTHCARE AND REHABILITATION CENTER, LLC
ST. ELIZABETH HEALTHCARE AND REHABILITATION CENTER, LLC
ST. JOHN HEALTHCARE AND REHABILITATION CENTER, LLC
Schedule I
ST. THERESA HEALTHCARE AND REHABILITATION CENTER, LLC
STATE STREET ASSOCIATES, L.P.
STATE STREET KENNETT SQUARE, LLC
STILLWELL ROAD OPERATIONS LLC
SUMMIT CARE PARENT, LLC
SUMMIT CARE PHARMACY, LLC
SUMMIT CARE, LLC
SUN HEALTHCARE GROUP, INC.
SUN VALLEY HOME CARE II, LLC
SUN VALLEY HOSPICE II, LLC
SUNBRIDGE BECKLEY HEALTH CARE LLC
SUNBRIDGE BRASWELL ENTERPRISES, LLC
SUNBRIDGE BRITTANY REHABILITATION CENTER, LLC
SUNBRIDGE CARE ENTERPRISES WEST, LLC
SUNBRIDGE CARE ENTERPRISES, LLC
SUNBRIDGE CARMICHAEL REHABILITATION CENTER, LLC
SUNBRIDGE CHARLTON HEALTHCARE, LLC
SUNBRIDGE CIRCLEVILLE HEALTH CARE LLC
SUNBRIDGE CLIPPER HOME OF PORTSMOUTH, LLC
SUNBRIDGE CLIPPER HOME OF ROCHESTER, LLC
SUNBRIDGE DUNBAR HEALTH CARE LLC
SUNBRIDGE GARDENDALE HEALTH CARE CENTER, LLC
SUNBRIDGE GLENVILLE HEALTH CARE, LLC
SUNBRIDGE GOODWIN NURSING HOME, LLC
SUNBRIDGE HALLMARK HEALTH SERVICES, LLC
SUNBRIDGE HARBOR VIEW REHABILITATION CENTER, LLC
SUNBRIDGE HEALTHCARE, LLC
SUNBRIDGE JEFF DAVIS HEALTHCARE, LLC
SUNBRIDGE MARION HEALTH CARE LLC
SUNBRIDGE MEADOWBROOK REHABILITATION CENTER, LLC
SUNBRIDGE MOUNTAIN CARE MANAGEMENT, LLC
SUNBRIDGE NURSING HOME, LLC
SUNBRIDGE OF HARRIMAN, LLC
SUNBRIDGE PARADISE REHABILITATION CENTER, LLC
SUNBRIDGE PUTNAM HEALTH CARE LLC
SUNBRIDGE REGENCY-NORTH CAROLINA, LLC
SUNBRIDGE REGENCY-TENNESSEE, LLC
SUNBRIDGE RETIREMENT CARE ASSOCIATES, LLC
SUNBRIDGE SALEM HEALTH CARE LLC
SUNBRIDGE SHANDIN HILLS REHABILITATION CENTER LLC
SUNBRIDGE STOCKTON REHABILITATION CENTER, LLC
SUNBRIDGE SUMMERS LANDING, LLC
SUNBRIDGE WEST TENNESSEE, LLC
SUNDANCE REHABILITATION AGENCY, LLC
SUNDANCE REHABILITATION HOLDCO, INC.
SUNDANCE REHABILITATION, LLC
SUNMARK OF NEW MEXICO, LLC
THE CLAIRMONT TYLER, LLC
THE EARLWOOD, LLC
THE HEIGHTS OF SUMMERLIN, LLC
THE REHABILITATION CENTER OF ALBUQUERQUE, LLC
Schedule I
THE REHABILITATION CENTER OF OMAHA, LLC
THIRTY FIVE BEL-AIRE DRIVE SNF OPERATIONS LLC
THREE MILE CURVE OPERATIONS LLC
TOWN AND COUNTRY BOERNE PROPERTY, LLC
TOWN AND COUNTRY MANOR, LLC
VINTAGE PARK AT ATCHISON, LLC
VINTAGE PARK AT BALDWIN CITY, LLC
VINTAGE PARK AT EUREKA, LLC
VINTAGE PARK AT FREDONIA, LLC
VINTAGE PARK AT GARDNER, LLC
VINTAGE PARK AT HIAWATHA, LLC
VINTAGE PARK AT HOLTON, LLC
VINTAGE PARK AT LENEXA, LLC
VINTAGE PARK AT LOUISBURG, LLC
VINTAGE PARK AT NEODESHA, LLC
VINTAGE PARK AT OSAGE CITY, LLC
VINTAGE PARK AT OSAWATOMIE, LLC
VINTAGE PARK AT OTTAWA, LLC
VINTAGE PARK AT PAOLA, LLC
VINTAGE PARK AT SAN MARTIN, LLC
VINTAGE PARK AT STANLEY, LLC
VINTAGE PARK AT TONGANOXIE, LLC
VINTAGE PARK AT WAMEGO, LLC
VINTAGE PARK AT WATERFRONT, LLC
WAKEFIELD HEALTHCARE, LLC
WESTFIELD HEALTHCARE, LLC
WOODLAND CARE CENTER, LLC
WOODSPOINT LLC
Schedule I
