Amendment No. 10 dated as of March 6, 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 MidCap Funding IV Trust LLC, as administrative agent

SECTION I. AMENDMENTS TO LOAN DOCUMENTS; limited waiver; release of released borrowers; redesignation of certain borrowers as guarantors

1.1 Amendment and Restatement of Credit Agreement.  The Borrowers, the Required Lenders, the Administrative Agent and the other parties hereto agree that on the Restatement Date, the Credit Agreement and all exhibits and annexes thereto shall be amended and restated in the form of the Fourth Amended and Restated Credit Agreement attached hereto as Exhibit A (the “Fourth Amended and Restated Credit Agreement”) and any term or provision of the Credit Agreement which is different from that set forth in the Fourth Amended and Restated Credit Agreement shall be replaced and superseded in all respects by the terms and provisions of the Fourth Amended and Restated Credit Agreement. 

1.2 Limited Waivers.  Effective as of the Restatement Date, the Administrative Agent and the Required Lenders hereby waive (i) any requirements of the Credit Agreement that the Borrowers provide prior notice to the Administrative Agent (as defined in the Credit Agreement) of any prepayment of  Loans (as defined in the Credit Agreement) and termination of the Revolving Commitment (as defined in the Credit Agreement) and (ii) the Events of Defaults described on Annex III (the “Specified Defaults”); provided that, such waiver of the Specified

Defaults shall be limited to the particular Events of Default listed on Annex III and the specified time periods set forth therein.

1.3 Release of Released Borrowers.  As of the date of this Amendment, each party hereto agrees that (i) the Released Borrowers shall be released from the Obligations under the Credit Agreement, the Environmental Indemnity and the other Loan Documents and shall cease to be “Borrowers” under the Loan Documents and (ii) Lenders’ and Administrative Agent’s liens upon and security interests on the assets of the Released Borrowers that constitute Collateral shall be released. The Loan Parties expressly acknowledge and agree that the release set forth in this Section 1.3 is a partial release, which does not release any other Loan Party or Collateral, and does not affect any rights of Administrative Agent or any Lender or any L/C Issuer, or any Obligations of the Loan Parties or any of their respective Affiliates and/or Subsidiaries, or any other obligor in connection with the Loan or any other outstanding credit facility.

1.4 Re-designation of Certain Borrowers as Guarantors.  Each party hereto agrees that, as of the Restatement Date, the Loan Parties set forth on Annex V attached hereto shall be designated as “Guarantors” instead of “Borrowers” under the Loan Documents.

1.5 Acknowledgement.  On and after the Restatement Date, unless the context shall otherwise require, each reference in the Fourth Amended and Restated Credit Agreement or any other Loan Document to (a) “Closing Date Term Loan” shall be deemed a reference to the Closing Date Term Loan contemplated hereby and by the Fourth Amended and Restated Credit Agreement, (b) “Revolving Credit Loans” shall be deemed a reference to the New Revolving Credit Loans contemplated hereby and by the Fourth Amended and Restated Credit Agreement, (c)  “Delayed Draw Term Loans” shall be deemed a reference to the Delayed Draw Term Loans contemplated hereby and by the Fourth Amended and Restated Credit Agreement, (d) “Delayed Draw Term Lender” shall be deemed a reference to the DDTL Lenders, (e) “Revolving Credit Lenders” shall be deemed a reference to the Revolving Lenders, (f) “Delayed Draw Term Loan Commitments” shall be deemed a reference to the DDTL Commitments contemplated hereby and (g) “Revolving Credit Commitments” shall be deemed a reference to the New Revolving Credit Commitments contemplated hereby.  As of the Restatement Date, after giving effect to this Amendment, (i) the aggregate outstanding principal of amount of “Closing Date Term Loan” is $325,000,000, (ii) the aggregate principal amount of “Delayed Draw Term Loan Commitments” is $30,000,000 and (iii) the aggregate principal amount of “Revolving Credit Commitments” is $155,000,000.  Each of the parties hereto acknowledges and agrees that the terms of this Amendment do not constitute a novation but, rather, an amendment of the terms of a pre-existing Obligation and related agreement, as evidenced by the Fourth Amended and Restated Credit Agreement.

SECTION II. JOINDER OF NEW LENDERS.

2.1 Joinder.  Subject to the satisfaction (or waiver) of the conditions set forth in Section IV hereof, each New Lender shall be (a) a “Delayed Draw Term Lender” and/or a “Revolving Credit Lender” (as applicable) and (b) a “Lender”, in each case, under the Fourth Amended and Restated Credit Agreement as of the Restatement Date.   Each New Lender shall be entitled to all the benefits afforded by the Fourth Amended and Restated Credit Agreement and

the other Loan Documents to Lenders, and shall, without limiting the foregoing, benefit equally and ratably from the Guarantees and security interests created by the Security Documents.

2.2 New Lender Confirmations.  Each New Lender hereby (i) confirms that (w) it is not a Restricted Person, (x) it has received a copy of this Amendment, the Fourth Amended and Restated Credit Agreement and the other Loan Documents, together with such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this this Amendment and to make the Loans and/or provide the Commitments, as applicable, (y) it is sophisticated with respect to decisions to make loans similar to those contemplated to be made hereunder and (z) it is experienced in making loans of such type; (ii) agrees that it will, independently and without reliance upon the Administrative Agent or any Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Fourth Amended and Restated Credit Agreement; (iii) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under the Fourth Amended and Restated Credit Agreement and the other Loan Documents as are delegated to the Administrative Agent, as the case may be, by the terms thereof, together with such powers as are reasonably incidental thereto and (iv) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Fourth Amended and Restated Credit Agreement are required to be performed by it as a Lender.

SECTION III. EXCHANGE OF EXISTING REVOLVING CREDIT COMMITMENTS; AGREEMENTS TO MAKE CLOSING DATE TERM LOAN AND TO PROVIDE INCREASED REVOLVING CREDIT COMMITMENTS AND DELAYED DRAW TERM LOAN COMMITMENTS; USE OF PROCEEDS, ETC.

3.1 Loans and Commitments.  

(a) Revolving Credit Loans.  On the terms and subject to the satisfaction (or waiver) of the conditions set forth in Section IV hereof, (i) MCF IV agrees (y) that all of its Existing Revolving Credit Commitments (the “Exchanged Revolving Credit Commitments”) will be exchanged for New Revolving Credit Commitments in a like principal amount, as of the Restatement Date (but after giving effect to any partial prepayment described in Section 3.2 below) and (ii) to provide New Revolving Credit Commitments on the Restatement Date in the amount necessary to arrive at the aggregate Revolving Credit Commitment set forth on Annex II opposite MCF IV’s name and (ii) each New Lender that is a Revolving Lender agrees to provide New Revolving Credit Commitments on the Restatement Date in the amount set forth on Annex II opposite such Lender’s name.  The commitments of the Revolving Lenders and the refinancing undertakings of MCF IV are several and no such Revolving Lender will be responsible for any other Revolving Lender’s failure to make or acquire by refinancing New Revolving Credit Commitments or New Revolving Credit Loans. 

(b) Delayed Draw Term Loan Commitments.  On the terms and subject to the satisfaction (or waiver) of the conditions set forth in Section IV hereof, each DDTL Lender agrees to provide a Delayed Draw Term Loan Commitment on the Restatement Date in the amount set forth on Annex II opposite such Lender’s name.  The commitments

of the DDTL Lenders are several and no such DDTL Lender will be responsible for any other DDTL Lender’s failure to make its DDTL Credit Commitment or Delayed Draw Term Loans. 

(c) Closing Date Term Loan.  On the terms and subject to the satisfaction (or waiver) of the conditions set forth in Section IV hereof, each Closing Date Term Lender agrees to make its Pro Rata Share of the Closing Date Term Loan on the Restatement Date in the amount set forth on Annex II opposite such Lender’s name.  The commitments of the Closing Date Term Lenders are several and no such Closing Date Term Lender will be responsible for any other Closing Date Term Lender’s failure to make its Pro Rata Share of the Closing Date Term Loan. 

3.2 Use of Proceeds of Closing Date Term Loan; Voluntary Prepayment.  On the Restatement Date, Borrowers shall apply a portion of the aggregate proceeds of the Closing Date Term Loan to prepay in full the principal amount of all Existing Revolving Loans held by the Assigning Lenders immediately prior to the effectiveness of that certain Master Assignment Agreement executed by each of the Assigning Lenders, as assignors, and MCF, as assignee (the “Master Assignment Agreement”). Any remaining proceeds of the Closing Date Term Loan shall be used to prepay, in part, the principal amount of Existing Revolving Loans held by MCF IV immediately prior to the effectiveness of this Amendment.   The repayment of Existing Revolving Loans with the proceeds of the Closing Date Term Loan contemplated hereby collectively constitute an optional partial prepayment of the Revolving Credit Facility (as defined in the Credit Agreement) by the Borrowers pursuant to Section 2.7(ii) of the Credit Agreement and shall be subject to the provisions of Section 2.7(ii) of the Credit Agreement; provided that, for the avoidance of doubt, no premium or penalty shall be due with respect to such payment or termination of the Revolving Credit Commitment.

3.3 Letters of Credit.  Notwithstanding anything in the Credit Agreement to the contrary, each Letter of Credit (as defined in the Credit Agreement) that is outstanding under the Credit Agreement immediately prior to the effectiveness of this Amendment shall be cash-collateralized on the Restatement Date and no longer outstanding under the Fourth Amended and Restated Credit Agreement as of the Restatement Date, and the L/C Obligations and participations in such Letters of Credit shall no longer be included as Obligations as of the Restatement Date.

3.4 Termination of Existing Revolving Credit Commitments; Settlement Among Revolving Lenders.  MCF consents to this Amendment as a Lender, but does not consent to the continuation of its Existing Revolving Credit Commitments into New Revolving Credit Commitments.  Accordingly, upon payment in full of its Existing Revolving Loans as contemplated by Section 3.2 above, (a) the Existing Revolving Credit Commitments of MCF shall be terminated and (b) all remaining Existing Revolving Credit Commitments of MCF IV shall be automatically and irrevocably terminated (it being understood that such Existing Revolving Credit Commitments shall be automatically replaced with New Revolving Credit Commitments).  From and after the Restatement Date, the Revolving Lenders hereby authorize Administrative Agent to adjust the funding and settlement mechanics set forth in the Fourth Amended and Restated Credit Agreement for so long as, and only to the extent necessary, to ensure that each Revolving Lender holds its Pro Rata Share of outstanding Revolving Loans as quickly as possible after the Restatement Date. 

SECTION IV. CONDITIONS TO EFFECTIVENESS

(a) Administrative Agent’s receipt of the following, each of which shall be originals, facsimiles or “pdf” or similar electronic format (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party and each in form and substance reasonably satisfactory to the New Administrative Agent and its legal counsel:

(i) this Amendment, the Fourth Amended and Restated Credit Agreement and, to the extent not delivered prior to the Restatement Date, if amended, replaced or amended and restated, the other Loan Documents set forth on the Closing Checklist attached hereto as Annex VI;

(ii) to the extent not complete and/or delivered prior to the Restatement Date, (A) copies of UCC and other appropriate search reports and of all effective prior filings listed therein, together with evidence of the termination of such prior filings and other documents with respect to the priority of the security interest of Administrative Agent in the Collateral, in each case as may be reasonably requested by Administrative Agent, and (B) all Control Agreements, assignments and/or amendments to existing Control Agreements that, in the reasonable judgment of Administrative Agent, are required for the Loan Parties to comply with the Loan Documents as of the Restatement Date, each duly executed by, in addition to the applicable Loan Party, the applicable financial institution;

(iii) duly executed favorable opinions of counsel to the Loan Parties addressed to Administrative Agent and the Lenders and addressing, among other things, power and authority of Loan Parties, due execution and delivery and enforceability of this Amendment and the enforceability of the Loan Documents and the enforceability of the Liens arising under the Loan Documents and such other matters as Administrative Agent may reasonably request with certain assumptions regarding the laws of jurisdictions other than Maryland, North Carolina, Virginia, New York, Delaware, California, Massachusetts, Texas, New Jersey, Pennsylvania, West Virginia and New Hampshire, as reasonably approved by Administrative Agent;

(iv) to the extent not delivered prior to the Restatement Date, (A) a copy of each Constituent Document of each Loan Party that is on file with any Governmental Authority in its jurisdiction or organization, certified as of a recent date by such Governmental Authority, and (B) certificates attesting to the good standing of such Loan Party in such jurisdiction, together with, if applicable, related tax certificates;

(v) a certificate of the secretary or other officer of each Loan Party in charge of maintaining books and records of such Loan Party certifying as to (A) the names and signatures of each officer of such Loan Party authorized to execute and deliver any Loan Document, (B) the Constituent Documents of such Loan Party attached to such certificate are complete and correct copies of such Constituent Documents as in effect on the date of such certification and (C) the resolutions of such Loan Party’s board of directors or other appropriate governing body approving and authorizing the execution, delivery and performance of each Loan Document to which such Loan Party is a party;

(vi) a certificate of a Responsible Officer of Ultimate Parent to the effect that, as of the Restatement Date:

a. since December 31, 2016, there has been no material adverse change in any aspect of the business, operations, properties or condition (financial or otherwise) of the Loan Parties taken as a whole, except as disclosed on any 10-Q filed by Ultimate Parent, any 8-K filed by Ultimate Parent after November 8, 2017 (in each case, prior to February 2, 2018) or otherwise as disclosed in writing to Administrative Agent (and, with respect to such other disclosures, Administrative Agent has agreed to except such disclosure from this condition precedent to closing);

b. the other aspects of the Transactions have been consummated (or will be consummated concurrently with closing); and

c. there will be (i) no claim, action, suit, litigation or proceeding pending or, to the knowledge of the Loan Parties, threatened in writing, or, (ii) to the knowledge of the Loan Parties, no investigation, pending or threatened in writing, in each case, in any court or before any governmental agency with respect to the Transactions or any Loan Documents.

(vii) a solvency certificate of a Responsible Officer of Ultimate Parent certifying that the Loan Parties on a Consolidated Basis are Solvent, and substantially in the form of Exhibit J to the Fourth Amended and Restated Credit Agreement; and

(viii) a Notice of Borrowing for all Loans to be funded on the Restatement Date;

(b) Administrative Agent’s receipt of (i) audited consolidated balance sheets of Ultimate Parent, and the related consolidated statements of income, changes in equity and cash flows of Ultimate Parent for Fiscal Year ended December 31, 2016 and (ii) unaudited consolidated balance sheets and related statements of income, changes in equity and cash flows of Ultimate Parent, for each subsequent calendar month and Fiscal Quarter after December 31, 2016 and ending at least 45 days before the Restatement Date;

(c) Administrative Agent’s receipt of a pro forma consolidated balance sheet and related pro forma consolidated statement of income of the Loan Parties as of and for the twelve-month period ending on the last day of the most recently completed trailing twelve-month period ended at least 45 days prior to the Restatement Date prepared after giving effect to the Transactions as if the Transactions had occurred as of such date;

(d) Administrative Agent’s receipt, not later than the date three (3) days prior to the Restatement Date, of all documents and information reasonably determined by any Lender as being required by regulatory authorities under the Patriot Act or any applicable “know your customer” or anti-money laundering rules or regulations, to the extent requested by the Administrative Agent at least ten (10) days prior to the Restatement Date;

(e) Existing Administrative Agent’s receipt, in immediately available funds, of all accrued costs, fees and expenses owing to Existing Administrative Agent pursuant to the Credit Agreement as of the date of the Agency Assignment Agreement;

(f) Administrative Agent’s receipt, in immediately available funds, of (x) all accrued costs, fees and expenses (including reasonable fees, expenses and other charges of counsel) owing to Administrative Agent pursuant to this Amendment and the Fourth Amended and Restated Credit Agreement and (y) all other compensation required to be paid on or prior to the Restatement Date to the Administrative Agent and its Affiliates pursuant to the Fee Letter; and

(g) No Swing Line Loan (as defined in the Credit Agreement) shall be then outstanding.

SECTION V. Confirmation of Representations and Warranties; Liens; No Default.

SECTION VI. REAFFIRMATION OF LOAN DOCUMENTS

(a) By executing and delivering this Amendment, each Loan Party hereby (i) reaffirms, ratifies and confirms its Obligations under the Loan Documents, each as may be amended hereby, (ii) agrees that this Amendment shall be a “Loan Document” under the Fourth Amended and Restated Credit Agreement and (iii) hereby expressly agrees that the Fourth Amended and Restated Credit Agreement and each other Loan Document shall remain in full force and effect.  Each Lender executing this Amendment hereby declines the issuance of one or more Notes evidencing its Commitment.

(b) Without limiting the generality of the foregoing, each Loan Party hereby confirms its pledges, grants of security interests and other obligations, as applicable, under and subject to the terms of each of the Loan Documents to which it is party, and agrees that, notwithstanding the effectiveness of this Amendment or any of the transactions contemplated thereby, such pledges, grants of security interests and other obligations, and the terms of each of the Loan Documents to which it is a party, as supplemented, amended, amended and restated or otherwise modified in connection with this Amendment and the transactions contemplated hereby, are not impaired or affected in any manner whatsoever and shall continue to be in full force and effect and shall continue to secure all the Obligations.

SECTION VII. RELEASE OF ADMINISTRATIVE AGENT AND LENDERS

SECTION VIII. MISCELLANEOUS

8.1 Effect on Other Loan Documents.  Except as expressly set forth in this Amendment, the Credit Agreement and all other Loan Documents shall remain unchanged and in full force and effect. This Amendment 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.

8.2 Headings.  Section headings herein and in the other Loan Documents are included for convenience of reference only and shall not affect the interpretation of this Amendment or any other Loan Document.

8.3 Loan Document.  This Amendment shall constitute a “Loan Document” under the terms of the Fourth Amended and Restated Credit Agreement.

8.4 Costs and Expenses. The payment of all fees, costs and expenses incurred by Administrative Agent in connection with the preparation and negotiation of this Amendment shall be governed by Section 11.3 of the Fourth Amended and Restated Credit Agreement.

8.5 Successors/Assigns. This Amendment 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.

8.6 Applicable Law; Miscellaneous.  THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW THAT WOULD RESULT IN THE APPLICATION OF ANY LAW OTHER THAN THE LAW OF THE STATE OF NEW YORK.  The provisions of Sections 11.13, 11.14 and 11.15 of the Fourth Amended and Restated Credit Agreement are incorporated by reference herein and made a part hereof.

8.7 Counterparts.  This Amendment 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 Amendment 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 Amendment by facsimile transmission or Electronic Transmission shall also deliver an original executed counterpart of this Amendment but the failure to deliver an original executed counterpart shall not affect the validity, enforceability or binding effect of this Amendment.

8.8 Further Assurances.  Each of the Loan Parties shall execute and deliver such additional documents and take such additional actions as may be reasonably requested by Administrative Agent to effectuate the purposes of this Amendment.