EX-10.1






SECOND AMENDMENT TO SECOND AMENDED AND RESTATED

FIRST LIEN CREDIT AGREEMENT




This SECOND AMENDMENT TO SECOND AMENDED AND RESTATED FIRST LIEN CREDIT AGREEMENT (this
“Amendment”) is dated as of April 28, 2009 and entered into by and among SKILLED HEALTHCARE GROUP,
INC. (formerly known as SHG Holding Solutions, Inc.), a Delaware corporation (“Company”), THE
REVOLVING LENDERS LISTED ON THE SIGNATURE PAGES HEREOF (“Revolving Lenders”), and CREDIT SUISSE,
CAYMAN ISLANDS BRANCH, as Administrative Agent (in such capacity, “Administrative Agent”) and
Collateral Agent (in such capacity, “Collateral Agent”), and, for purposes of Section 5
hereof, CERTAIN SUBSIDIARIES OF COMPANY LISTED ON THE SIGNATURE PAGES HEREOF (“Credit Support
Parties”), and is made with reference to that certain Second Amended and Restated First Lien Credit
Agreement dated as of December 27, 2005, by and among Skilled Healthcare Group, Inc. (formerly
known as Fountain View, Inc.), SHG Holding Solutions, Inc., the lenders listed party thereto,
Administrative Agent and Collateral Agent, as amended by that certain First Amendment to Second
Amended and Restated First Lien Credit Agreement dated as of January 31, 2007 (as so amended and as
it may have been amended, supplemented or otherwise modified to the date hereof, the “Credit
Agreement”). Capitalized terms used herein without definition shall have the same meanings herein
as set forth in the Credit Agreement.



RECITALS




WHEREAS, Company and each Revolving Lender identified on the signature pages hereof as an
Extending Revolving Lender (such Revolving Lenders, the “Extending Revolving Lenders”) desire to
amend the Credit Agreement to extend the Revolving Loan Commitment Termination Date of such
Extending Revolving Lenders as provided herein and the other Revolving Lender identified on the
signature pages hereof as a Non-Extending Revolving Lender (such Revolving Lender, the
“Non-Extending Revolving Lender”) desires to enter into this Second Amendment.



NOW, THEREFORE, in consideration of the premises and the agreements, provisions and covenants
herein contained, the parties hereto agree as follows:



SECTION 1. AMENDMENTS TO THE CREDIT AGREEMENT




	1.1	 	Amendments to Subsection 1.1:
Definitions.	 





A. Subsection 1.1 of the Credit Agreement is hereby amended by adding thereto the following
definitions, which shall be inserted in proper alphabetical order:



“Non-Extended Revolving Commitment” means any Revolving Loan Commitments of the Non-Extending
Revolving Lender (as defined in the Second Amendment) and its assigns that have not been extended
to June 15, 2012 after the Second Amendment Effective Date as contemplated by the Second Amendment
and clause (i) of the definition of Revolving Loan Commitment Extension Date, it being understood
that the amount of the Non-Extended Revolving Loan Commitments is $11,000,000 as of the Second
Amendment Effective Date and the Non-Extended Revolving Loan Commitments shall be reduced following
the Second Amendment Effective Date to the extent that any assignee of such Non-Extended Revolving
Loan Commitments delivers to the Company and the Administrative Agent a written agreement
reasonably satisfactory to the Company and the Administrative Agent extending such Commitments to
June 15, 2012.



“Revolving Loan Commitment Extension Date” means the earlier of (i) the first Business Day
prior to June 15, 2010 on which all of the Non-Extended Revolving Loan Commitments have been
extended to June 15, 2012 pursuant to written agreements delivered and reasonably satisfactory to
the Company and the Administrative Agent, or (ii) in the event that the Non-Extending Revolving
Lender Assignment and related Revolving Loan Commitment reduction occurs on June 15, 2010 as
contemplated by Section 2 of the Second Amendment and no Event of Default has occurred and is
continuing as of such date, June 15, 2010.



“Second Amendment” means that certain Second Amendment to this Agreement dated as of April 28,
2009 by and among the Company, the Revolving Lenders party thereto, Administrative Agent,
Collateral Agent and, for purposes of Section 5 thereof only, certain Subsidiaries of the Company
listed on the signature pages thereto.



“Second Amendment Effective Date” means the date on which the Second Amendment becomes
effective in accordance with its terms.



B. Subsection 1.1 of the Credit Agreement is hereby amended by deleting the definition of
“Revolving Loan Commitment Termination Date” therein and replacing it with the following:



“Revolving Loan Commitment Termination Date” means (i) prior to the Revolving Loan Commitment
Extension Date, June 15, 2010, and (ii) on and after the Revolving Loan Commitment Extension Date,
June 15, 2012; provided however, solely for the purpose of Section 3 herein, as of and after the
Second Amendment Effective Date, the Revolving Loan Commitment Termination Date shall be June 15,
2012.



SECTION 2. ASSIGNMENT AND CONCURRENT VOLUNTARY REDUCTION OF REVOLVING LOAN COMMITMENT AMOUNT OF
NON-EXTENDING REVOLVING LENDER



A. Assignment. In the event that as of June 15, 2010, the Revolving Loan Commitment
Extension Date has not occurred as contemplated by clause (i) of the definition thereof, the total
utilization of the Revolving Loan Commitments is not greater than the Revolving Loan Commitments of
all Extending Revolving Lenders, and no Event of Default has occurred and is continuing as of June
15, 2010, all Revolving Lenders holding Non-Extended Revolving Loan Commitments (such Lender(s),
the “Assigning Lender”) shall be deemed to have irrevocably sold and assigned to each Extending
Revolving Lender, and each such Extending Revolving Lender shall be deemed to have irrevocably
purchased and assumed on a pro rata basis from such Revolving Lenders all of such Revolving
Lender(s) rights and obligations under the Credit Agreement with respect to the Non-Extended
Revolving Loan Commitments and related Assigned Interest (as defined and set forth in the form of
Assignment and Assumption attached as Exhibit A hereto) (such assignment shall be referred to
herein as the “Non-Extending Revolving Lender Assignment”), it being understood that the
Non-Extending Revolving Lender Assignment shall constitute an assignment of the Non-Extended
Revolving Loan Commitments in the aggregate as of June 15, 2010, that each Extending Revolving
Lender shall acquire a ratable portion of the Assigned Interest in proportion to the Revolving Loan
Exposure of that Extending Revolving Lender as compared with the Revolving Loan Exposure of all
Extending Revolving Lenders as further set forth in the Non-Extending Revolving Lender Assignment
and that any such Assigning Lender and Extending Revolving Lender shall complete and execute a
Non-Extending Revolving Lender Assignment in the event the Non-Extending Revolving Lender
Assignment occurs. For purpose of this paragraph, “Extending Revolving Lender” means each of the
Extending Revolving Lenders (as defined in the Recitals of this Second Amendment), any Revolving
Lender that has agreed to extend any part of the Non-Extending Revolving Loan Commitments as
contemplated by the Second Amendment and clause (i) of the definition of Revolving Loan Commitment
Extension Date and their respective assigns.



B. Reduction of Revolving Loan Commitment Amount. The Company and the other parties
hereto acknowledge and agree that concurrently with the making of the Non-Extending Revolving
Lender Assignment on June 15, 2010, pursuant to Section 2.4B(ii) of the Credit Agreement, the
Revolving Loan Commitment Amount under the Credit Agreement shall be permanently and irrevocably
reduced by the amount of the Non-Extending Revolving Loan Commitments on June 15, 2010 and shall
reduce the amount of the Revolving Loan Commitment of each Revolving Lender proportionately to its
Pro Rata Share. The Revolving Loan Commitment reduction set forth in this Section 2(B) shall be
irrevocable.



SECTION 3. CONDITIONS TO EFFECTIVENESS



Section 1 and Section 2 of this Amendment shall become effective only upon the
satisfaction of the following conditions precedent (the date such conditions are fulfilled is
hereafter referred to as the “Second Amendment Effective Date”):



A. Corporate Documents. On or before the Second Amendment Effective Date, Company shall, and
shall cause each Credit Support Party to, deliver to Revolving Lenders (or to Administrative Agent
with sufficient originally executed copies, where appropriate, for each Revolving Lender and its
counsel), with respect to Company or such Credit Support Party, as the case may be, the following:




(i) a Secretary’s Certificate of the Company (executed by its corporate secretary or
assistant secretary), in form and substance reasonably satisfactory to Administrative Agent
and dated the Second Amendment Effective Date, (a) certifying (i) that the Organizational
Documents of Company attached thereto are true, correct and complete copies and in full
force and effect as of the Second Amendment Effective Date and (ii) as to the signature and
incumbency of the officers of Company and (b) certifying, as being in full force and effect
without modification or amendment, and attaching the resolutions of the Governing Body of
Company approving and authorizing the execution, delivery, and performance of this Amendment
and the performance of the Amended Agreement (as defined below); and




(ii) a Secretary’s Certificate or Secretary’s Certificates of each Credit Support Party
(executed by its corporate secretary or assistant secretary), as applicable, in form and
substance reasonably satisfactory to Administrative Agent and dated the Second Amendment
Effective Date, (a) certifying (i) that the Organizational Documents of each Credit Support
Party previously delivered to the Administrative Agent in connection with the Credit
Agreement, the Existing First Lien Credit Agreement or otherwise, as applicable, are in full
force and effect as of the Second Amendment Effective Date and have not been amended,
restated, supplemented or otherwise modified in any respect since the date of such delivery,
and (ii) as to the signature and incumbency of the officers of each Credit Support Party and
(b) certifying, as being in full force and effect without modification or amendment, and
attaching the resolutions of the Governing Body of each Credit Support Party approving and
authorizing the execution, delivery, and performance of this Amendment and the performance
of the Amended Agreement.



B. Amendment. Administrative Agent shall have executed this Amendment and received a
counterpart of this Amendment that bears the signature of Company, each of the Lenders with
Revolving Loan Exposure and each of the Credit Support Parties.



C. Assignment. On or prior to the Second Amendment Effective Date, CapitalSource Finance LLC
and Barclays Bank PLC (“Barclays”) shall have entered into an Assignment Agreement whereby Capital
Source shall have assigned $10,000,000 of its Revolving Loan Commitments to Barclays on the terms
and conditions described therein, such assignment shall be effective on or prior to the Second
Amendment Effective Date and Barclays shall have executed the Second Amendment as a Extending
Revolving Lender.



D. Opinion of Counsel. On or before the Second Amendment Effective Date, Company shall have
delivered to Revolving Lenders (or to Administrative Agent with sufficient originally executed
copies, where appropriate, for each Revolving Lender and its counsel) originally executed copies of
one or more favorable written opinions of Latham & Watkins LLP, special counsel for Loan Parties,
in form and substance reasonably satisfactory to Administrative Agent and its counsel, dated as of
the Second Amendment Effective Date, with respect to the enforceability of this Amendment and the
Amended Agreement, and as to such other matters as Administrative Agent acting on behalf of
Revolving Lenders may reasonably request.



E. Amendment Fee. Company shall have paid to Administrative Agent for the ratable benefit of
each Extending Revolving Lender with Revolving Loan Exposure that shall have executed this
Amendment on or prior to 5:00 PM New York City time on Tuesday, April 28, 2009 an amendment fee
equal to a percentage of the Revolving Loan Exposure of all Extending Revolving Lenders as agreed
by Company and Administrative Agent and communicated to each Lender with Revolving Loan Exposure.



F. Other Fees and Expenses. Company shall have paid all other fees and expenses due in
connection with this Amendment and that certain engagement letter (the “Engagement Letter”) between
Company, Credit Suisse Securities (USA) LLC and Banc of America Securities LLC.



SECTION 4. REPRESENTATIONS AND WARRANTIES



In order to induce Revolving Lenders and Administrative Agent to enter into this Amendment and
to amend the Credit Agreement in the manner provided herein, Company represents and warrants to
each Lender and Administrative Agent that the following statements are true, correct and complete
as of the Second Amendment Effective Date:



A. Corporate Power and Authority. Company has all requisite corporate power and authority to
enter into this Amendment and to carry out the transactions contemplated by, and perform its
obligations under, this Amendment and the Credit Agreement as amended by this Amendment (the
“Amended Agreement”).



B. Authorization of Agreements. The execution and delivery of this Amendment and the
performance of this Amendment and the Amended Agreement have been duly authorized by all necessary
corporate action on the part of Company.



C. No Conflict. The execution and delivery by Company of this Amendment and the performance
by Company of this Amendment and the Amended Agreement do not and will not (i) violate any
provision of any law or any governmental rule or regulation applicable to Company or any of its
Subsidiaries, the Organizational Documents of Company or any of its Subsidiaries or any order,
judgment or decree of any court or other agency of government binding on Company or any of its
Subsidiaries, (ii) conflict with, result in a breach of or constitute (with due notice or lapse of
time or both) a default under any Contractual Obligation of Company or any of its Subsidiaries,
(iii) result in or require the creation or imposition of any Lien upon any of the properties or
assets of Company or any of its Subsidiaries (other than Liens created under any of the Loan
Documents in favor of Administrative Agent on behalf of Lenders and other Liens permitted under the
Amended Agreement), or (iv) require any approval of stockholders or any approval or consent of any
Person under any Contractual Obligation of Company or any of its Subsidiaries which have not been
obtained, except for such violations, conflicts, breaches, defaults or failures to obtain approvals
or consents which could not reasonably be expected to have, individually or in the aggregate, a
Material Adverse Effect.



D. Governmental Consents. The execution and delivery by Company of this Amendment and the
performance by Company of this Amendment and the Amended Agreement do not and will not require any
Governmental Authorizations or notice to, or other action to, with or by, any Government Authority
or registration, consent or approval or other action under any Healthcare Regulations, except for
such Governmental Authorizations, registrations, consents, approvals or notices which the failure
to obtain could not reasonably be expected either individually or in the aggregate to result in a
Material Adverse Effect.



E. Binding Obligation. This Amendment has been duly executed and delivered by Company and
this Amendment and the Amended Agreement are the legally valid and binding obligations of Company,
enforceable against Company in accordance with their respective terms, except as may be limited by
bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or limiting
creditors’ rights generally or by equitable principles relating to enforceability.



F. Incorporation of Representations and Warranties from Credit Agreement. The representations
and warranties contained in Section 5 of the Amended Agreement are and will be true, correct and
complete in all material respects on and as of the date hereof and the Second Amendment Effective
Date to the same extent as though made on and as of such dates, except to the extent such
representations and warranties specifically relate to an earlier date, in which case they were
true, correct and complete in all material respects on and as of such earlier date.



G. Absence of Default. No event has occurred and is continuing or will result from the
consummation of the transactions contemplated by this Amendment that would constitute an Event of
Default or a Potential Event of Default.



SECTION 5. ACKNOWLEDGEMENT AND CONSENT



Each Subsidiary Guarantor (each individually a “Credit Support Party” and collectively, the
“Credit Support Parties”) has read this Amendment and consents to the terms hereof and further
hereby confirms and agrees that, notwithstanding the effectiveness of this Amendment, the
obligations of such Credit Support Party under, and the Liens granted by such Credit Support Party
as collateral security for the indebtedness, obligations and liabilities evidenced by the Credit
Agreement and the other Loan Documents pursuant to, each of the Loan Documents to which such Credit
Support Party is a party shall not be impaired and each of the Loan Documents to which such Credit
Support Party is a party is, and shall continue to be, in full force and effect and is hereby
confirmed and ratified in all respects.



Each Credit Support Party acknowledges and agrees that (i) notwithstanding the conditions to
effectiveness set forth in this Amendment, such Credit Support Party is not required by the terms
of the Credit Agreement or any other Loan Document to consent to the amendments to the Credit
Agreement effected pursuant to this Amendment and (ii) nothing in the Credit Agreement, this
Amendment or any other Loan Document shall be deemed to require the consent of such Credit Support
Party to any future amendments to the Credit Agreement.



SECTION 6. MISCELLANEOUS



A. Reference to and Effect on the Original Credit Agreement and the Other Loan Documents.




(i) On and after the Second Amendment Effective Date, each reference in the Loan
Documents to the “Credit Agreement,” “thereunder,” “thereof” or words of like import
referring to the Credit Agreement shall mean and be a reference to the Amended Agreement.




(ii) Except as specifically amended by this Amendment, all Loan Documents shall remain
in full force and effect and are hereby ratified and confirmed.




(iii) The execution, delivery and performance of this Amendment shall not, except as
expressly provided herein, constitute a waiver of any provision of, or operate as a waiver
of any right, power or remedy of Administrative Agent or any Lender under any of the Loan
Documents.



B. Headings. Section and subsection headings in this Amendment are included herein for
convenience of reference only and shall not constitute a part of this Amendment for any other
purpose or be given any substantive effect.



C. Applicable Law. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER
SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF
THE STATE OF NEW YORK (INCLUDING WITHOUT LIMITATION SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW
OF THE STATE OF NEW YORK), WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES THAT WOULD REQUIRE
APPLICATION OF ANOTHER LAW.



D. Counterparts; Effectiveness. This Amendment may be executed in any number of counterparts
and by different parties hereto in separate counterparts, each of which when so executed and
delivered shall be deemed an original, but all such counterparts together shall constitute but one
and the same instrument; signature pages may be detached from multiple separate counterparts and
attached to a single counterpart so that all signature pages are physically attached to the same
document.



[Remainder of this page intentionally left blank]




IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed
and delivered by their respective officers thereunto duly authorized as of the date first written
above.



COMPANY:



SKILLED HEALTHCARE GROUP, INC.



By: /s/ Roland Rapp

Name: Roland Rapp

Title: CAO/Secretary





ADMINISTRATIVE AGENT:



CREDIT SUISSE, CAYMAN ISLANDS BRANCH, as Administrative Agent



By: /s/ Karim Blasetti

Name: Karim Blasetti

Title: Vice President





By: /s/ Karl M. Studer

Name: Karl M. Studer

Title: Director



REVOLVING LENDERS:



Credit Suisse, Cayman Islands Branch


as an Extending Revolving Lender



By: /s/ Karim Blasetti

Name: Karim Blasetti

Title: Vice President





By: /s/ Karl M. Studer

Name: Karl M. Studer

Title: Director



Bank of America N.A.





as an Extending Revolving Lender



By: /s/ Jill J. Hogan

Name: Jill J. Hogan

Title: Vice President





Barclays Bank PLC

as an Extending Revolving Lender



By: /s/ Diane Rolfe

Name: Diane Rolfe

Title: Director





JPMorgan Chase Bank, N.A.




as an Extending Revolving Lender



By: /s/ Dawn Lee Lum

Name: Dawn Lee Lum

Title: Executive Director





UBS Loan Finance LLC

as an Extending Revolving Lender



By: /s/ Marie Haddad

Name: Marie Haddad

Title: Associate Director





By: /s/ Mary E. Evans

Name: Mary E. Evans

Title: Associate Director



Wells Fargo Foothill, LLC





as an Extending Revolving Lender



By: /s/ Daniel Morihiro

Name: Daniel Morihiro

Title: Vice President





CapitalSource Finance LLC

as a Non-Extending Revolving Lender



By: /s/ Christopher J. Blagg

Name: Christopher J. Blagg

Title: Authorized Signatory




	 	 	 
	CREDIT SUPPORT PARTIES:
	 	


	 	 	ALBUQUERQUE HEIGHTS HEALTHCARE AND REHABILITATION

CENTER, LLC,

a Delaware limited liability company

	 	 	ALEXANDRIA CARE CENTER, LLC,

a Delaware limited liability company

	 	 	ALTA CARE CENTER, LLC dba ALTA GARDENS CARE CENTER,

a Delaware limited liability company

	 	 	ANAHEIM TERRACE CARE CENTER, LLC,

a Delaware limited liability company

	 	 	BALDWIN HEALTHCARE AND REHABILITATION CENTER, LLC,

a Delaware limited liability company

	 	 	BAY CREST CARE CENTER, LLC,

a Delaware limited liability company

	 	 	BELEN MEADOWS HEALTHCARE AND REHABILITATION CENTER,

LLC,

a Delaware limited liability company

	 	 	BLUE RIVER REHABILITATION CENTER, LLC,

a Delaware limited liability company

	 	 	BRIARCLIFF NURSING AND REHABILITATION CENTER GP, LLC,

a Delaware limited liability company

	 	 	BRIARCLIFF NURSING AND REHABILITATION CENTER, LP,

a Delaware limited partnership

By: Briarcliff Nursing and Rehabilitation Center

GP, LLC,

its General Partner

	 	 	BRIER OAK ON SUNSET, LLC,

a Delaware limited liability company

	 	 	CAMERON NURSING AND REHABILITATION CENTER, LLC,

a Delaware limited liability company

	 	 	CANYON TRANSITIONAL REHABILITATION CENTER, LLC,

a Delaware limited liability company

	 	 	CAREHOUSE HEALTHCARE CENTER, LLC,

a Delaware limited liability company

	 	 	CARMEL HILLS HEALTHCARE AND REHABILITATION CENTER,

LLC,

a Delaware limited liability company

	 	 	CARSON SENIOR ASSISTED LIVING, LLC,

a Delaware limited liability company

	 	 	CHESTNUT PROPERTY, LLC,

a Delaware limited liability company

	 	 	CLAIRMONT BEAUMONT GP, LLC,

a Delaware limited liability company

	 	 	CLAIRMONT BEAUMONT, LP,

a Delaware limited partnership

By: Clairmont Beaumont GP, LLC,

its General Partner

	 	 	CLAIRMONT LONGVIEW GP, LLC,

a Delaware limited liability company

	 	 	CLAIRMONT LONGVIEW, LP,

a Delaware limited partnership

By: Clairmont Longview GP, LLC,

its General Partner

	 	 	CLOVIS HEALTHCARE AND REHABILITATION CENTER, LLC,

a Delaware limited liability company

	 	 	COLONIAL NEW BRAUNFELS CARE CENTER, LP dba COLONIAL

MANOR CARE CENTER,

a Delaware limited partnership

By: Colonial New Braunfels GP, LLC,

its General Partner

	 	 	COLONIAL NEW BRAUNFELS GP, LLC,

a Delaware limited liability company

	 	 	COLONIAL TYLER CARE CENTER, LP,

a Delaware limited partnership

By: Colonial Tyler GP, LLC,

its General Partner

	 	 	COLONIAL TYLER GP, LLC,

a Delaware limited liability company

	 	 	COMANCHE NURSING CENTER GP, LLC,

a Delaware limited liability company

	 	 	COMANCHE NURSING CENTER, LP dba  COMANCHE TRAIL

NURSING CENTER,

a Delaware limited partnership

By: Comanche Nursing Center GP, LLC,

its General Partner

	 	 	CORONADO NURSING CENTER GP, LLC,

a Delaware limited liability company

	 	 	CORONADO NURSING CENTER, LP,

a Delaware limited partnership

By: Coronado Nursing Center GP, LLC,

its General Partner

	 	 	DEVONSHIRE CARE CENTER, LLC,

a Delaware limited liability company

	 	 	EAST SUNRISE PROPERTY, LLC,

a Delaware limited liability company

	 	 	EAST WALNUT PROPERTY, LLC,

a Delaware limited liability company

	 	 	ELMCREST CARE CENTER, LLC,

a Delaware limited liability company

	 	 	EUCLID PROPERTY, LLC,

a Delaware limited liability company

	 	 	EUREKA HEALTHCARE AND REHABILITATION CENTER, LLC,

a Delaware limited liability company

	 	 	FLATONIA OAK MANOR GP, LLC,

a Delaware limited liability company

	 	 	FLATONIA OAK MANOR, LP

dba OAK MANOR NURSING CENTER,

a Delaware limited partnership

By: Flatonia Oak Manor GP, LLC,

its General Partner

	 	 	FORT WORTH CENTER OF REHABILITATION, LLC

a Delaware limited liability company

	 	 	FOUNTAIN CARE CENTER, LLC,

a Delaware limited liability company

	 	 	FOUNTAIN SENIOR ASSISTED LIVING, LLC,

a Delaware limited liability company

	 	 	FOUNTAIN VIEW SUBACUTE AND NURSING CENTER, LLC,

a Delaware limited liability company

	 	 	GLEN HENDREN PROPERTY, LLC,

a Delaware limited liability company

	 	 	GRANADA HEALTHCARE AND REHABILITATION CENTER, LLC,

a Delaware limited liability company

	 	 	GUADALUPE VALLEY NURSING CENTER GP, LLC,

a Delaware limited liability company

	 	 	GUADALUPE VALLEY NURSING CENTER, LP,

a Delaware limited partnership

By: Guadalupe Valley Nursing Center GP,

LLC, its General Partner

	 	 	HALLETTSVILLE REHABILITATION AND NURSING CENTER, LP,

a Delaware limited partnership

By: Hallettsville Rehabilitation GP, LLC,

its General Partner

	 	 	HALLETTSVILLE REHABILITATION GP, LLC,

a Delaware limited liability company

	 	 	HALLMARK INVESTMENT GROUP, INC.,

a Delaware corporation

	 	 	HALLMARK REHABILITATION GP, LLC,

a Delaware limited liability company

	 	 	HANCOCK PARK REHABILITATION CENTER, LLC,

a Delaware limited liability company

	 	 	HANCOCK PARK SENIOR ASSISTED LIVING, LLC,

a Delaware limited liability company

	 	 	HEMET SENIOR ASSISTED LIVING, LLC,

a Delaware limited liability company

	 	 	HIGHLAND HEALTHCARE AND REHABILITATION CENTER, LLC,

a Delaware limited liability company

	 	 	HOLMESDALE HEALTHCARE AND REHABILITATION CENTER, LLC,

a Delaware limited liability company

	 	 	HOLMESDALE PROPERTY, LLC,

a Delaware limited liability company

	 	 	HOSPICE CARE INVESTMENTS, LLC,

a Delaware limited liability company

	 	 	HOSPICE CARE OF THE WEST, LLC,

a Delaware limited liability company

	 	 	HOSPITALITY NURSING AND REHABILITATION CENTER, LP

dba LUBBOCK HOSPITALITY HOUSE NURSING AND

REHABILITATION CENTER,

a Delaware limited partnership

By: Hospitality Nursing GP, LLC,

its General Partner

	 	 	HOSPITALITY NURSING GP, LLC,

a Delaware limited liability company

	 	 	LEASEHOLD RESOURCE GROUP, LLC,

a Delaware limited liability company

	 	 	LIBERTY TERRACE HEALTHCARE AND REHABILITATION CENTER,

LLC,

a Delaware limited liability company

	 	 	LIVE OAK NURSING CENTER GP, LLC,

a Delaware limited liability company

	 	 	LIVE OAK NURSING CENTER, LP,

a Delaware limited partnership

By: Live Oak Nursing Center GP, LLC,

its General Partner

	 	 	LOUISBURG HEALTHCARE AND REHABILITATION CENTER, LLC,

a Delaware limited liability company

	 	 	MONTEBELLO CARE CENTER, LLC,

a Delaware limited liability company

	 	 	MONUMENT REHABILITATION AND NURSING CENTER, LP

dba MONUMENT HILL REHABILITATION AND NURSING CENTER,

a Delaware limited partnership

By: Monument Rehabilitation GP, LLC,

its General Partner

	 	 	MONUMENT REHABILITATION GP, LLC,

a Delaware limited liability company

	 	 	OAK CREST NURSING CENTER GP, LLC,

a Delaware limited liability company

	 	 	OAK CREST NURSING CENTER, LP,

a Delaware limited partnership

By: Oak Crest Nursing Center GP, LLC,

its General Partner

	 	 	OAKLAND MANOR NURSING CENTER, LP,

a Delaware limited partnership

By: Oakland Manor GP, LLC,

its General Partner

	 	 	OAKLAND MANOR GP, LLC,

a Delaware limited liability company

	 	 	PACIFIC HEALTHCARE AND REHABILITATION CENTER, LLC,

a Delaware limited liability company

	 	 	PREFERRED DESIGN, LLC,

a Delaware limited liability company

	 	 	RICHMOND HEALTHCARE AND REHABILITATION CENTER, LLC,

a Delaware limited liability company

	 	 	RIO HONDO SUBACUTE AND NURSING CENTER, LLC,

a Delaware limited liability company

	 	 	RIVERVIEW DES MOINES PROPERTY, LLC,

a Delaware limited liability company

	 	 	ROSSVILLE HEALTHCARE AND REHABILITATION CENTER, LLC,

a Delaware limited liability company

	 	 	ROYALWOOD CARE CENTER, LLC,

a Delaware limited liability company

	 	 	SANDPIPER HEALTHCARE AND REHABILITATION CENTER, LLC,

a Delaware limited liability company

	 	 	SEAVIEW HEALTHCARE AND REHABILITATION CENTER, LLC,

a Delaware limited liability company

	 	 	SHARON CARE CENTER, LLC,

a Delaware limited liability company

	 	 	SHAWNEE GARDENS HEALTHCARE AND REHABILITATION CENTER,

LLC,

a Delaware limited liability company

	 	 	SHG RESOURCES, LP,

a Delaware limited partnership

By: Leasehold Resource Group, LLC,

its General Partner

	 	 	SKIES HEALTHCARE AND REHABILITATION CENTER, LLC,

a Delaware limited liability company

	 	 	SKILLED HEALTHCARE, LLC,

a Delaware limited liability company

	 	 	SOUTH SWOPE PROPERTY, LLC,

a Delaware limited liability company

	 	 	SOUTHWEST PAYROLL SERVICES, LLC,

a Delaware limited liability company

	 	 	SOUTHWOOD CARE CENTER GP, LLC,

a Delaware limited liability company

	 	 	SOUTHWOOD CARE CENTER, LP,

a Delaware limited partnership

By: Southwood Care Center GP, LLC,

its General Partner

	 	 	SPRING SENIOR ASSISTED LIVING, LLC,

a Delaware limited liability company

	 	 	ST. ANTHONY HEALTHCARE AND REHABILITATION CENTER, LLC,

a Delaware limited liability company

	 	 	ST. CATHERINE HEALTHCARE AND REHABILITATION CENTER,

LLC,

a Delaware limited liability company

	 	 	ST. ELIZABETH HEALTHCARE AND REHABILITATION CENTER,

LLC,

a Delaware limited liability company

	 	 	ST. JOHN HEALTHCARE AND REHABILITATION CENTER, LLC,

a Delaware limited liability company

	 	 	ST. JOSEPH TRANSITIONAL REHABILITATION CENTER, LLC,

a Delaware limited liability company

	 	 	ST. LUKE HEALTHCARE AND REHABILITATION CENTER, LLC,

a Delaware limited liability company

	 	 	ST. THERESA HEALTHCARE AND REHABILITATION CENTER, LLC,

a Delaware limited liability company

	 	 	SUMMIT CARE CORPORATION,

a Delaware corporation

	 	 	SUMMIT CARE PHARMACY, INC. dba SKILLED CARE PHARMACY,

a Delaware corporation

	 	 	SYCAMORE PARK CARE CENTER, LLC,

a Delaware limited liability company

	 	 	TEXAS CITYVIEW CARE CENTER GP, LLC,

a Delaware limited liability company

	 	 	TEXAS CITYVIEW CARE CENTER, LP dba CITYVIEW CARE

CENTER,

a Delaware limited partnership

	 	 	By: Texas Cityview Care Center GP, LLC,

its General Partner

	 	 	TEXAS HERITAGE OAKS NURSING AND REHABILITATION CENTER

GP, LLC,

a Delaware limited liability company

	 	 	TEXAS HERITAGE OAKS NURSING AND REHABILITATION

CENTER, LP dba HERITAGE OAKS NURSING AND

REHABILITATION CENTER,

a Delaware limited partnership

	 	 	By: Texas Heritage Oaks Nursing and Rehabilitation

Center GP, LLC,

its General Partner

	 	 	THE CLAIRMONT TYLER GP, LLC,

a Delaware limited liability company

	 	 	THE CLAIRMONT TYLER, LP,

a Delaware limited partnership

	 	 	By: The Clairmont Tyler GP, LLC,

its General Partner

	 	 	THE DALLAS CENTER OF REHABILITATION, LLC

a Delaware limited liability company

	 	 	THE EARLWOOD, LLC,

a Delaware limited liability company

	 	 	THE HEIGHTS OF SUMMERLIN, LLC,

a Delaware limited liability company

	 	 	THE REHABILITATION CENTER OF ALBUQUERQUE, LLC,

a Delaware limited liability company

	 	 	THE REHABILITATION CENTER OF DES MOINES, LLC,

a Delaware limited liability company

	 	 	THE REHABILITATION CENTER OF INDEPENDENCE, LLC,

a Delaware limited liability company

	 	 	THE REHABILITATION CENTER OF RAYMORE, LLC,

a Delaware limited liability company

	 	 	THE WOODLANDS HEALTHCARE CENTER, LP,

a Delaware limited partnership

	 	 	By: The Woodlands Healthcare Center GP, LLC,

its General Partner

	 	 	THE WOODLANDS HEALTHCARE CENTER GP, LLC,

a Delaware limited liability company

	 	 	TOWN AND COUNTRY MANOR GP, LLC,

a Delaware limited liability company

	 	 	TOWN AND COUNTRY MANOR, LP,

a Delaware limited partnership

	 	 	By: Town and Country Manor GP, LLC,

its General Partner

	 	 	VALLEY REALTHCARE CENTER, LLC,

a Delaware limited liability company

	 	 	VILLA MARIA HEALTHCARE CENTER,

LLC dba VILLA MARIA CARE CENTER,

a Delaware limited liability company

	 	 	VINTAGE PARK AT ATCHISON, LLC,

a Delaware limited liability company

	 	 	VINTAGE PARK AT BALDWIN CITY, LLC,

a Delaware limited liability company

	 	 	VINTAGE PARK AT EUREKA, LLC,

a Delaware limited liability company

	 	 	VINTAGE PARK AT FREDONIA, LLC,

a Delaware limited liability company

	 	 	VINTAGE PARK AT GARDNER, LLC,

a Delaware limited liability company

	 	 	VINTAGE PARK AT HIAWATHA, LLC,

a Delaware limited liability company

	 	 	VINTAGE PARK AT HOLTON, LLC,

a Delaware limited liability company

	 	 	VINTAGE PARK AT LENEXA, LLC,

a Delaware limited liability company

	 	 	VINTAGE PARK AT LOUISBURG, LLC,

a Delaware limited liability company

	 	 	VINTAGE PARK AT NEODESHA, LLC,

a Delaware limited liability company

	 	 	VINTAGE PARK AT OSAGE CITY, LLC,

a Delaware limited liability company

	 	 	VINTAGE PARK AT OSAWATOMIE, LLC,

a Delaware limited liability company

	 	 	VINTAGE PARK AT OTTAWA, LLC,

a Delaware limited liability company

	 	 	VINTAGE PARK AT PAOLA, LLC,

a Delaware limited liability company

	 	 	VINTAGE PARK AT STANLEY, LLC,

a Delaware limited liability company

	 	 	VINTAGE PARK AT TONGANOXIE, LLC,

a Delaware limited liability company

	 	 	VINTAGE PARK AT WAMEGO, LLC,

a Delaware limited liability company

	 	 	VINTAGE PARK AT WATERFRONT, LLC,

a Delaware limited liability company

	 	 	WATHENA HEALTHCARE AND REHABILITATION CENTER, LLC,

a Delaware limited liability company

	 	 	WEST SIDE CAMPUS OF CARE GP, LLC,

a Delaware limited liability company

	 	 	WEST SIDE CAMPUS OF CARE, LP,

a Delaware limited partnership

	 	 	By: West Side Campus of Care GP, LLC,

its General Partner

	 	 	WILLOW CREEK HEALTHCARE CENTER, LLC,

a Delaware limited liability company

	 	 	WOODLAND CARE CENTER, LLC,

a Delaware limited liability company

	 	 	By: /s/ Roland G. Rapp

on behalf of each of the entities listed

above

Name: Roland G. Rapp

Title: Secretary and Chief Administrative Officer