First Amendment, dated March 13, 2019, to the Fourth Amended and Restated Credit Agreement dated as of March 6, 2018, by and among Genesis Healthcare, Inc. 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
Exhibit 10.4
AMENDMENT no. 1
TO FOURTH amended and restated CREDIT AGREEMENT
This AMENDMENT NO. 1 TO FOURTH AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”) is dated as of March 13, 2019 and is entered into by and among GENESIS HEALTHCARE, INC., a Delaware corporation (“Genesis Healthcare”), GENESIS HEALTHCARE LLC, a Delaware limited liability company (“Genesis Holdings”), FC-GEN OPERATIONS INVESTMENT, LLC, a Delaware limited liability company (“LLC Parent”), Genesis Healthcare’s direct and indirect subsidiaries listed on Annex I-A hereto (together with Genesis Healthcare, Genesis Holdings and LLC Parent, collectively, “Borrowers”), MIDCAP FUNDING IV TRUST, a Delaware statutory trust, as administrative agent (successor-by-assignment to Healthcare Financial Solutions, LLC (the “Existing Administrative Agent”), in such capacity, the “Administrative Agent”), and the Lenders party hereto and is made with reference to that certain FOURTH AMENDED AND RESTATED CREDIT AGREEMENT, dated as of March 6, 2018 (as may be amended, amended and restated, supplemented or otherwise modified prior to the date hereof, the “Credit Agreement”), by and among Genesis Healthcare, certain Subsidiaries of Genesis Healthcare from time to time party thereto, the lenders from time to time party thereto (the “Existing Lenders”) and the Administrative Agent (successor-by-assignment to the Existing Administrative Agent). Unless otherwise stated, capitalized terms used herein without definition shall have the same meanings herein as set forth in the Fourth Amended and Restated Credit Agreement (as defined below).
RECITALS
WHEREAS, Borrowers have requested, and Administrative Agent and the Lenders have agreed, to amend the Minimum Liquidity financial covenant in the Credit Agreement.
NOW, THEREFORE, in consideration of the premises and the agreements, provisions and covenants herein contained, the parties hereto agree as follows:
| SECTION I. AMENDMENT TO LOAN DOCUMENTS |
| 1.1 Defined Terms. The following defined term set forth in Section 1.1 of the Credit Agreement is hereby deleted in its entirety and restated to read as follows: |
““Consolidated EBITDA” means, with respect to any Person, for any measurement period, Consolidated Net Income for such period plus without duplication and to the extent deducted in determining such Consolidated Net Income, the sum of (i) Consolidated Interest Expense for such period, plus (ii) Consolidated income tax expense for such period, plus (iii) all amounts attributable to the amount of the provision for depreciation and amortization, plus (iv) the amount of any non-cash charges (other than those related to bad debts), plus (v) the amount of any loss from unusual or extraordinary items in excess of $100,000, including any related management incentive or stay-pay plans in place as of the Original Closing Date, any restructuring charges and any other non-recurring loss not to exceed $20,000,000 in the aggregate for this clause (v) for any period, plus (vi) costs, fees and expenses for such period paid in connection with the Transactions and the
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Welltower Transactions, plus (vii) any non-recurring fees, costs or expenses for such period incurred in connection with a Permitted Acquisition or any Investment, Transfer, incurrence of (or amendments or modifications to) Indebtedness, issuance of Equity Interests or Equity Equivalents or entry into new (or amendments or modifications to) Material Master Leases, in each case, permitted under this Agreement (in each case, including any such transaction undertaken but not completed); provided that the costs, fees and expenses added pursuant to clause (vi) and this clause (vii), in the aggregate, shall not exceed 20% of Consolidated EBITDA in any period, plus (viii) the amount of cost savings and acquisition synergies projected by such Person in good faith to be realized within 12 months of the date such actions are first taken in connection with any other acquisition or Transfer or restructuring of the business by any of the Loan Parties or the HUD Sub-Facility Entities, in each case, calculated on a Pro Forma Basis as though such cost savings or acquisition synergies had been realized on the first day of such period, net of the amount of actual benefits realized during such period that are otherwise included in the calculation of Consolidated EBITDA from such actions; provided that (A) such cost savings and acquisition synergies are reasonably identifiable and factually supportable, and (B) the aggregate amount of cost savings and acquisition synergies added pursuant to this clause shall not exceed 15% of Consolidated EBITDA in any period, otherwise, plus (ix) the amount of cost savings and acquisition synergies projected by such Person in good faith to be realized within (x) 15 months of the date such actions are first taken in connection with the Transactions and the Welltower Transactions or (y) 12 months of the date such actions are first taken in connection with any other acquisition or Transfer or restructuring of the business by any of the Loan Parties or the HUD Sub-Facility Entities, in each case, calculated on a Pro Forma Basis as though such cost savings or acquisition synergies had been realized on the first day of such period, net of the amount of actual benefits realized during such period that are otherwise included in the calculation of Consolidated EBITDA from such actions; provided that (A) such cost savings and acquisition synergies are reasonably identifiable and factually supportable, and (B) the aggregate amount of cost savings and acquisition synergies added pursuant to this clause (ix) shall not exceed (x) $50,000,000 in the aggregate (and in no event shall the total amount of all cost savings and acquisition synergies with respect to the Transactions and the Welltower Transactions exceed $50,000,000), in the case of net cost savings and acquisition synergies with respect to the Transactions and the Welltower Transactions and (y) 15% of Consolidated EBITDA in any period, otherwise, plus (x) the amount of management, consulting, monitoring and advisory fees (including termination fees and transaction fees) and related indemnities and expenses paid or accrued in such period (and prior to the Closing Date) to the Sponsor pursuant to any management agreement permitted by Section 8.6(a)(vi) and deducted (and not added back) in such period in computing such Consolidated Net Income, in an aggregate amount not exceeding $3,000,000 in any Fiscal Year, plus (xi) solely in connection with calculating the Consolidated Fixed Charge Coverage Ratio, Consolidated Senior Leverage Ratio and Consolidated Total Leverage Ratio for any periods, the Customer Charge, minus (xii) the amount of any cash or non-cash unusual or extraordinary gains that are in
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excess of $100,000 and any other non-recurring gains. Any non-cash expenses related to the management incentive or stay-pay plans in place as of the Original Closing Date will be included in clause (v) above. In addition, (A) there shall be included on a Pro Forma Basis in determining Consolidated EBITDA for any period, without duplication, Acquired EBITDA of any Person, business or other property acquired by the Borrowers or the HUD Sub-Facility Entities during such period (but not the Acquired EBITDA of any related Person or business to the extent not so acquired) in accordance with the terms of this Agreement, to the extent not subsequently sold, Transferred or otherwise disposed of by the Borrowers or the HUD Sub-Facility Entities during such period (each such Person or business acquired and not subsequently so Transferred, an “Acquired Entity or Business”), based on the actual Acquired EBITDA of such Acquired Entity or Business for such period (including the portion thereof occurring prior to such acquisition); (B) there shall be excluded on a Pro Forma Basis in determining Consolidated EBITDA for any period the Disposed EBITDA of any Person, property, business Transferred or otherwise disposed of, closed or classified as discontinued operations as classified under GAAP by the Borrowers or the HUD Sub-Facility Entities during such period (each such Person, property, business so sold or Transferred, a “Sold Entity or Business”), based on the actual Disposed EBITDA of such Sold Entity or Business for such period (including the portion thereof occurring prior to such sale, Transfer or disposition); and (C) there shall be excluded on a Pro Forma Basis in determining Consolidated EBITDA for any measurement period the Consolidated EBITDA of any newly constructed Facilities for the twelve (12) month period following receipt of a certificate of occupancy for such Facilities, in an aggregate amount not exceeding $5,000,000 in any four consecutive Fiscal Quarters. For purposes of determining the Consolidated Fixed Charge Coverage Ratio, Consolidated Senior Leverage Ratio and the Consolidated Total Leverage Ratio as of and for the periods ended March 31, 2017, June 30, 2017, September 30, 2017 and December 31, 2107, Consolidated EBITDA for the Fiscal Quarters ended on such dates shall be deemed to be equal to $50,800,000, $56,600,000, $30,500,000 and $23,700,000, respectively (as such amounts may be adjusted in accordance with the immediately preceding sentences).
| 1.2 Minimum Liquidity. Section 5.6 of the Credit Agreement is hereby deleted in its entirety and restated to read as follows: |
“5.6Minimum Liquidity. Permit the Liquidity of Ultimate Parent its Subsidiaries (other than Non-Borrower Subsidiaries but including HUD Sub-Facility Entities) on a Consolidated Basis, as of the last day of each calendar month to be less than $65,000,000.”
| SECTION II. CONDITIONS TO EFFECTIVENESS |
This Amendment shall become effective as of the date hereof only upon the satisfaction of all of the following conditions precedent:
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| (a) Administrative Agent’s receipt of this fully executed Amendment which shall be originals, facsimiles or “pdf” or similar electronic format (followed promptly by originals) unless otherwise specified, properly executed by a Responsible Officer of the signing Loan Party. |
| SECTION III. Costs, Fees and Expenses. |
Borrowers shall be responsible for the payment of all reasonable costs, fees and expenses of Agent’s counsel incurred in connection with the preparation of this Amendment and any related documents. If Administrative Agent uses in-house counsel for any of these purposes, Borrowers shall be responsible for reasonable charges for such work commensurate with the fees that would otherwise be charged by outside legal counsel selected by Administrative Agent for the work performed; provided that, in accordance with Section 11.3 of the Credit Agreement, the rate charged for such work performed by in-house counsel shall not exceed $450.00 per hour, and Borrowers shall not be liable for in-house legal fees for the same matters on which outside legal counsel has been engaged. All such costs, fees and expenses shall be paid with proceeds of Revolving Loans.
| SECTION IV. 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) 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 Permitted Liens, and (iv) the agreements and obligations of Borrowers and each other Loan Party contained in the Loan Documents and in this Amendment 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.
| SECTION V. 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 |
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Amended and Restated Credit Agreement and each other Loan Document shall remain in full force and effect as modified by this Amendment. |
| (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 VI. RELEASE OF ADMINISTRATIVE AGENT AND LENDERS |
As of the date of this Amendment, each Loan Party (a) agrees that, to its knowledge, Administrative Agent and each Lender has fully complied with its obligations under each Loan Document required to be performed prior to the date hereof, (b) agrees that no Loan Party has any defenses to the validity, enforceability or binding effect of any Loan Document and (c) fully and irrevocably releases any claims of any nature whatsoever that it may now have against Administrative Agent, and each Lender and relating in any way to this Amendment, the Loan Documents or the transactions contemplated hereby or thereby.
| SECTION VII. MISCELLANEOUS |
| 7.1 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. |
| 7.2 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. |
| 7.3 Loan Document. This Amendment shall constitute a “Loan Document” under the terms of the Fourth Amended and Restated Credit Agreement. |
| 7.4 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. |
| 7.5 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. |
| 7.6 Applicable Law; Miscellaneous. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW |
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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. |
| 7.7 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. |
| 7.8 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. |
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| BORROWERS: | GENESIS HEALTHCARE, INC., a Delaware corporation |
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| FC-GEN OPERATIONS INVESTMENT, LLC, a Delaware limited liability company |
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| GENESIS HEALTHCARE LLC, a Delaware limited liability company |
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| EACH OF THE ENTITIES LISTED ON ANNEX I-A ATTACHED HERETO: By: FC-GEN Operations Investments, LLC, its authorized agent |
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| ADMINISTRATIVE AGENT: | MIDCAP FUNDING IV TRUST, a Delaware statutory trust
By: Apollo Capital Management, L.P. Its: Investment Manager
By: Apollo Capital Management GP, LLC Its: General Partner
By: /s/ Maurice Amsellem Maurice Amsellem Authorized Signatory
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| LENDERS: | MIDCAP FUNDING V TRUST, a Delaware statutory trust
By: Apollo Capital Management, L.P. Its: Investment Manager
By: Apollo Capital Management GP, LLC Its: General Partner
By: /s/ Maurice Amsellem Authorized Signatory |
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| MIDCAP FUNDING IV TRUST, a Delaware statutory trust
By: Apollo Capital Management, L.P. Its: Investment Manager
By: Apollo Capital Management GP, LLC Its: General Partner
By: /s/ Maurice Amsellem Authorized Signatory
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| MIDCAP FUNDING XVI TRUST, a Delaware statutory trust
By: Apollo Capital Management, L.P. Its: Investment Manager
By: Apollo Capital Management GP, LLC Its: General Partner
By: /s/ Maurice Amsellem Authorized Signatory
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| LENDERS: | MIDCAP FUNDING XXX TRUST, a Delaware statutory trust
By: Apollo Capital Management, L.P. Its: Investment Manager
By: Apollo Capital Management GP, LLC Its: General Partner
By: /s/ Maurice Amsellem Authorized Signatory
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| MCO 2 LIMITED PARTNERSHIP
By: Apollo Capital Management, L.P. Its: Investment Manager
By: Apollo Capital Management GP, LLC Its: General Partner
By: /s/ Maurice Amsellem Maurice Amsellem Authorized Signatory
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| LENDERS: | APOLLO INVESTMENT CORPORATION
By: Apollo Investment Management, L.P.
By: ACC Management GP, LLC By: /s/ Joseph D. Glatt Joseph D. Glatt Authorized Signatory
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| Tranquilidade Diversified Income ICAV, an Umbrella Irish Collective Asset-Management Vehicle with Segregated Liability between its Sub-Funds, acting in respect of its Sub-Fund, Tranquilidade Loan Origination Fund
By: Apollo Management International LLP, Its: Portfolio Manager
By: AMI (Holdings), LLC
By: /s/ Joseph D. Glatt Joseph D. Glatt Vice President |
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| AMISSIMA DIVERSIFIED INCOME ICAV, an Umbrella Irish Collective Asset-Management Vehicle with Segregated Liability between its Sub-Funds, acting in respect of its Sub-Fund, Amissima Loan Origination Fund
By: Apollo Management International LLP Its: Portfolio Manager
By: AMI (Holdings), LLC
By: /s/ Joseph D. Glatt Joseph D. Glatt Vice President |
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| LENDERS: | APOLLO CREDIT FUNDS ICAV, an Umbrella Irish Collective Asset Management Vehicle with Segregated Liability between its Sub-Funds, acting in respect of its Sub-Fund, Apollo Helius Loan Fund
By: ACF Europe Management, LLC
By: Apollo Capital Management, L.P.
By: Apollo Capital Management GP, LLC
By: /s/ Joseph D. Glatt Joseph D. Glatt Vice President |
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| BCSSS INVESTMENTS 2 S.À R.L.
By: Apollo Capital Management, L.P. Its: Investment Manager
By: Apollo Capital Management GP, LLC Its: General Partner
By: _____________________
Authorized Signatory
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| LENDERS: | AMERICAN EQUITY INVESTMENT LIFE INSURANCE COMPANY
By: Athene Asset Management, L.P.
By: AAM GP Ltd.
By: /s/ Matthew S. O’Mara Name: Matthew S. O’Mara Title: Executive Vice President
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| MIDLAND NATIONAL LIFE INSURANCE COMPANY By: Athene Asset Management, L.P.
By: AAM GP Ltd.
By: /s/ Matthew S. O’Mara Name: Matthew S. O’Mara Title: Executive Vice President
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| LENDERS: | WOODMONT 2017-1 TRUST By:MidCap Financial Services Capital Management, By: /s/ John O’Dea |
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| WOODMONT 2017-2 TRUST By:MidCap Financial Services Capital Management, By: /s/ John O’Dea |
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| WOODMONT 2017-3 LP By:MidCap Financial Services Capital Management, LLC By: /s/ John O’Dea |
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| WOODMONT 2018-4 TRUST By:MidCap Financial Services Capital Management, By: /s/ John O’Dea |
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| LENDERS: | WOODMONT 2018-5 TRUST By:MidCap Financial Services Capital Management, LLC By: /s/ John O’Dea |
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| LENDERS: | 33RD STREET FUNDING LLC
By: /s/ Gregg Bresner
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| 34TH STREET FUNDING LLC
By: /s/ Gregg Bresnaer
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annex i-A
borrowers
| Name |
| 1 Emerson Drive North Operations LLC |
| 1 Emerson Drive South Operations LLC |
| 1 Magnolia 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 |
| 101 Mills Place Operations LLC |
| 1020 South Main Street Operations LLC |
| 1080 Silver Lake Boulevard 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 |
| 120 Murray Street Operations LLC |
| 1201 Rural Avenue Operations LLC |
| 12-15 Saddle River Road Operations LLC |
| 1240 Pinebrook Road, LLC |
| 1245 Church Road Operations LLC |
| 1248 Hospital Drive Operations LLC |
| 125 Holly Road 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 |
| 1420 South Black Horse Pike Operations LLC |
| 144 Magnolia Drive 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 |
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| Annex I-A - 1 |
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| Name |
| 15810 South 42nd Street Operations LLC |
| 16 Fusting Avenue Operations LLC |
| 161 Bakers Ridge Road Operations LLC |
| 1631 Ritter Drive Operations LLC |
| 1650 Galisteo Street 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 |
| 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 |
| 205 Armstrong Avenue Operations LLC |
| 215 West Brown Road Operations LLC |
| 2101 Fairland Road Operations 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 |
| 2305 Rancocas Road Operations LLC |
| 239 Pleasant Street Operations LLC |
| 24 Truckhouse Road Operations LLC |
| 25 East Lindsley Road Operations LLC |
| 255 West Brown Road Operations LLC |
| 2507 Chestnut Street Operations LLC |
| 2600 Highlands Boulevard, North, LLC |
| 2601 Evesham Road Operations LLC |
| 261 Terhune Drive Operations LLC |
| 262 Toll Gate Road Operations LLC |
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| Annex I-A - 2 |
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| Name |
| 2720 Charles Town Road Operations LLC |
| 279 Cabot Street Operations LLC |
| 290 Hanover Street Operations LLC |
| 290 Red School Lane Operations LLC |
| 2900 Twelfth Street North, LLC |
| 292 Applegarth Road Operations LLC |
| 3 Park Drive Operations LLC |
| 30 Princeton Boulevard Operations LLC |
| 30 West Avenue Operations LLC |
| 300 Courtright Street Operations LLC |
| 300 Pearl Street Operations LLC |
| 3000 Balfour Circle Operations LLC |
| 3001 Evesham 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 |
| 333 Grand Avenue Operations LLC |
| 333 Green End Avenue Operations LLC |
| 336 South West End Avenue Operations LLC |
| 3485 Davisville Road Operations LLC |
| 35 Marc Drive Operations LLC |
| 35 Milkshake Lane Operations LLC |
| 350 Haws Lane Operations LLC |
| 3514 Fowler Avenue Operations LLC |
| 3720 Church Rock Street 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 Groton Road Operations LLC |
| 419 Harding Street Operations LLC |
| 4140 Old Washington Highway Operations LLC |
| 422 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 |
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| Annex I-A - 3 |
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| Name |
| 464 Main Street Operations LLC |
| 475 Jack Martin Boulevard Operations LLC |
| 4755 South 48th Street Operations LLC |
| 4901 North Main Street Operations LLC |
| 4927 Voorhees Road, LLC |
| 50 Mulberry Tree Street Operations LLC |
| 500 East Philadelphia Avenue 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 |
| 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 |
| 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 |
| 70 Gill Avenue 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 |
| 7232 German Hill Road Operations LLC |
| 735 Putnam Pike Operations LLC |
| 7395 W. Eastman Place Operations LLC |
| 740 Oak Hill Road Operations LLC |
| 75 Hickle Street Operations LLC |
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| Annex I-A - 4 |
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| Name |
| 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 |
| 800 West Miner Street Operations LLC |
| 803 Hacienda Lane 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 |
| 920 South Main Street 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 |
| 9940 West Union Hills Drive Operations 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 |
| Bradford Square Nursing, LLC |
| Brier Oak on Sunset, LLC |
| CareerStaff Unlimited, LLC |
|
| Annex I-A - 5 |
|
CHICAGO/#3256668.2
| Name |
| Clairmont Longview Property, LLC |
| Clairmont Longview, LLC |
| Clovis Healthcare and Rehabilitation Center, LLC |
| Colonial Tyler Care Center, LLC |
| Courtyard JV LLC |
| Crestview Nursing, LLC |
| Diane Drive Operations LLC |
| Dracut JV LLC |
| Elmcrest Care Center, LLC |
| FC-GEN Hospice Holdings, 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 Six Nichols Street Operations LLC |
| Forty Six Nichols Street Property, LLC |
| Fountain Care Center, LLC |
| Fountain View Subacute and Nursing Center, LLC |
| Franklin Woods JV LLC |
| Gen-Next Holdco I, 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 Holdings 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 |
|
| Annex I-A - 6 |
|
CHICAGO/#3256668.2
| Name |
| Genesis Operations III LLC |
| Genesis Operations IV LLC |
| Genesis Operations LLC |
| Genesis Operations V LLC |
| Genesis Operations VI LLC |
| 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 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 |
| 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 |
|
| Annex I-A - 7 |
|
CHICAGO/#3256668.2
| Name |
| 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 |
| 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 |
| Hospitality Lubbock Property, LLC |
| Hospitality Nursing and Rehabilitation Center, LLC |
| Huntington Place Limited Partnership |
| Kansas City Transitional Care Center, LLC |
| Kennett Center, L.P. |
| KHI LLC |
| Klondike Manor LLC |
| Leisure Years Nursing, LLC |
| Lincoln Highway JV LLC |
| Lincoln Highway Operations LLC |
| Live Oak Nursing Center, LLC |
| Magnolia JV LLC |
| Marietta Healthcare, LLC |
| Maryland Harborside, LLC |
| Massachusetts Holdings I, LLC |
|
| Annex I-A - 8 |
|
CHICAGO/#3256668.2
| Name |
| Montebello Care Center, LLC |
| Monument La Grange Property, LLC |
| Monument Rehabilitation and Nursing Center, LLC |
| MS Exton Holdings, LLC |
| MS Exton, LLC |
| Oakland Manor Nursing Center, LLC |
| Odd Lot LLC |
| Ohio Holdings I, LLC |
| Owenton Manor Nursing, LLC |
| 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 |
| PROCARE ONE NURSES, LLC |
| Property Resource Holdings, LLC |
| Regency Health Services, LLC |
| Regency Nursing, LLC |
| Respiratory Health Services LLC |
| Rio Hondo Subacute and Nursing Center, LLC |
| Riverside Retirement Limited Partnership |
| Romney Health Care Center Limited Partnership |
| Route 92 Operations LLC |
| Royalwood Care Center, LLC |
| Saddle Shop Road Operations LLC |
| Salisbury JV LLC |
| Sharon Care Center, LLC |
| SHG Partnership, LLC |
| SHG Resources, LLC |
| Skies Healthcare and Rehabilitation Center, LLC |
| Skiles Avenue and Sterling Drive Urban Renewal Operations LLC |
|
| Annex I-A - 9 |
|
CHICAGO/#3256668.2
| Name |
| Skilled Healthcare, 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 |
| 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, LLC |
| Sun Healthcare Group, Inc. |
| 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 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 Marion Health Care LLC |
| SunBridge Meadowbrook Rehabilitation Center, LLC |
| SunBridge Mountain Care Management, LLC |
| SunBridge Nursing Home, 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 |
|
| Annex I-A - 10 |
|
CHICAGO/#3256668.2
| Name |
| SunBridge Summers Landing, 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 |
| The Rehabilitation Center of Omaha, LLC |
| Three Mile Curve Operations LLC |
| Town and Country Boerne Property, LLC |
| Town and Country Manor, LLC |
| Vintage Park At San Martin, LLC |
| Wakefield Healthcare, LLC |
| Westfield Healthcare, LLC |
| Woodland Care Center, LLC |
| Woodspoint LLC |
|
| Annex I-A - 11 |
|
CHICAGO/#3256668.2
