Ex105



		

			Exhibit 10.5

		





		
			SIXTH AMENDMENT TO
		

		
			NINETEENTH Amended and Restated MASTER LEASE AGREEMENT
		

		
			 
		

		
			 
		

		
			THIS SIXTH AMENDMENT TO NINETEENTH Amended and Restated MASTER LEASE AGREEMENT (“Amendment”) is executed this 18th day of October, 2016 (the “Amendment Effective Date”) among FC‐Gen Real Estate, LLC, a limited liability company organized under the laws of the State of Delaware (“Landlord”), having its chief executive office located at 4500 Dorr Street, Toledo, Ohio  43615‐4040, and Genesis Operations LLC, a limited liability company organized under the laws of the State of Delaware (“Tenant”), having its chief executive office located at 101 East State Street, Kennett Square, Pennsylvania 19348.
		

		
			R E C I T A L S:
		

			
	
			
				 A.
			Landlord and Tenant have previously entered into a Nineteenth Amended and Restated Master Lease Agreement (as amended, the “Lease”) dated as of December 1, 2015.




			
	
			
				 B.
			Landlord and Tenant desire to amend the Lease as set forth herein, effective for all purposes as of the Amendment Effective Date.




		
			NOW, THEREFORE, in consideration of the foregoing recitals and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
		

		
			1.Definitions.  Any capitalized terms not defined in this Amendment shall have the meanings set forth in the Lease.
		

		
			 
		

		
			2.Deletion of Facilities.  Concurrently herewith, Landlord’s Affiliates are, with the consent of Tenant, selling and removing from the Lease,  the Wyncote Facility, the Williamsport 1251 Rural Facility, the Clarks Summit 150 Edella Facility, the Charleston Facility, the Scott Depot Facility, the Lewisburg Facility and the Oak Hill Facility.  All references in the Lease to such Facilities are hereby deleted and have no further force and effect.
		

		
			 
		

		
			3.Rent Schedule.  Schedule 1 of the Lease is hereby amended and restated to read in its entirety as set forth on Schedule 1 hereto.
		

		
			 
		

		
			4.Legal Descriptions.  Exhibits  A‐66,  A‐73, A-78, A-125, A-126, A-127 and A-128 of the Lease are hereby deleted in their entirety.
		

		
			 
		

		
			5.Permitted Exceptions.  Exhibits B‐66,  B‐73, B-78, B-125, B-126, B-127 and B-128 of the Lease are hereby deleted in their entirety. 
		

		
			 
		

		
			6.Facility Information.  Exhibit C of the Lease is hereby amended and restated to read in its entirety as set forth on Exhibit C hereto.
		

		
			 
		

		
			7.Bed Cap.  Notwithstanding any other provision hereof to the contrary, the number of licensed beds associated with the Facilities deleted from the Lease pursuant to this 


		 


		

			 

		





 


Amendment will not be treated as lost beds in determining Tenant’s compliance with the Bed Cap or the Bed Licensing Requirements.
		

		
			 
		

		
			8.Affirmation.  Except as specifically modified by this Amendment, the terms and provisions of the Lease are hereby affirmed and shall remain in full force and effect.  
		

		
			 
		

		
			9.Binding Effect.  This Amendment will be binding upon and inure to the benefit of the successors and permitted assigns of Landlord and Tenant.
		

		
			 
		

		
			10.Further Modification.  The Lease may be further modified only by writing signed by Landlord and Tenant.
		

		
			 
		

		
			11.Counterparts.  This Amendment may be executed in multiple counterparts, each of which shall be deemed an original hereof, but all of which will constitute one and the same document.
		

		
			 
		

		
			12.Consent of Guarantor.  Each Guarantor shall execute the Consent of Guarantor set forth below.
		

		
			 
		

		
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			IN WITNESS WHEREOF, Landlord and Tenant have executed this Amendment as of the date first set forth above.
		

			
					
						 

					
						

					
						

					
						 

					
						

					
						

					
						 

					
					
						 

					
						 

					
						/s/ Justin Skiver

					
						 

					
						 

				
	
					
						 

					
						 

					
						Signature

					
						Print Name

					
						 

					
						Signature

					
						Print Name

					
					
						FC-GEN REAL ESTATE, LLC

					
						 

					
						 

					
						By: /s/ Justin Skiver

					
						Justin Skiver, Authorized Signatory

				
	
					
						 

					
						 

					
					
						 

				
	
					
						 

					
						 

					
						 

					
						Signature

					
						Print Name

					
						 

					
						Signature

					
						Print Name

					
					
						WELLTOWER INC.

					
						 

					
						 

					
						By: /s/ Justin Skiver

					
						Justin Skiver, Authorized Signatory


					
						(Signing only for the purpose of accepting §1.5 appointment of agency and agreeing to Secured Party obligations under the Lease.)

				
	
					
						 

					
						 

					
					
						 

				
	
					
						 

					
						 

					
						 

					
						Signature

					
						Print Name

					
						 

					
						Signature

					
						Print Name

					
					
						GENESIS OPERATIONS LLC

					
						 

					
						 

					
						By: /s/ Michael Berg

					
						Michael Berg

					
						Assistant Secretary

					
						 

					
						Tax I.D. No.:26-0787826

				
	
					
						 

					
					
						 

				



		
			 
		

		
			 
		

		



		 


		

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						 /s/ Michael Berg

					
						 
Assistant Secretary

					
						 

					
						 27-3237005

					
						 

				
	
					
						 

					
						 

					
						 

					
						Signature

					
						Print Name

					
						 

					
						Signature

					
						Print Name

					
					
						FC-GEN OPERATIONS INVESTMENT, LLC

					
						 

					
						 

					
						By: /s/ Michael Berg

					
						Michael Berg 

Assistant Secretary

					
						 

					
						Tax I.D. No.: 27-3237005

				
	
					
						 

					
						 

					
					
						 

				
	
					
						 

					
						 

					
						 

					
						Signature

					
						Print Name

					
						 

					
						Signature

					
						Print Name

					
					
						EACH SUBTENANT LISTED ON

					
						EXHIBIT C HERETO

					
						 

					
						By: /s/ Michael Berg

					
						Michael Berg

					
						Assistant Secretary

					
						 

				



		
			 
		

		
			 
		

		
			CONSENT OF GUARANTOR
		

		
			In connection with the Nineteenth Amended and Restated Unconditional and Continuing Lease Guaranty (as amended, “Guaranty”) made by the undersigned Guarantors in favor of Landlord, as security for the Nineteenth Amended and Restated Master Lease Agreement between Landlord and Tenant, each of the undersigned hereby [i] consents to the foregoing Sixth Amendment to Nineteenth Amended and Restated Master Lease Agreement (the “Amendment”), [ii] agrees to be bound by the terms and provisions of the Amendment to the extent applicable to the undersigned pursuant to its guaranty, [iii] affirms the Guaranty which shall remain in full force and effect with respect to the Amendment, and [iv] waives any suretyship defenses arising in connection with the Amendment.  All capitalized terms not defined herein shall have the meaning set forth in the Nineteenth Amended and Restated Master Lease Agreement. 
		

		
			IN WITNESS WHEREOF, Guarantor executes and delivers this Consent of Guarantor effective as of the Amendment Effective Date.
		

			
					
						PARENT:

					
					
						GENESIS HEALTHCARE, INC.

					
						 

					
						 

					
						By: /s/ Michael Berg 

					
						        Michael Berg 

Assistant Secretary

					
						 

					
						Tax I.D. No.:  20‐3934755

				
	
					
						 

					
					
						 

				




		 


		

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						COMPANY:

					
					
						FC-GEN OPERATIONS INVESTMENT, LLC

					
						 

					
						 

					
						By: /s/ Michael Berg 

					
						Michael Berg 

Assistant Secretary

					
						 

					
						Tax ID No.: 27-3237005

				
	
					
						 

					
					
						 

					
						 

				
	
					
						SUBTENANTS:

					
					
						EACH SUBTENANT LISTED ON

					
						EXHIBIT C HERETO

					
						 

					
						 

					
						By: /s/ Michael Berg

					
						Michael Berg

					
						Assistant Secretary

				



		
			 
		

		
			 
		

		
			 
		


		 


		

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