gen_Ex10_6


		
			Exhibit 10.6
		

		
			 
		

		
			FIRST AMENDMENT TO
		

		
			EIGHTEENTH Amended and Restated MASTER LEASE AGREEMENT
		

		
			 
		

		
			 
		

		
			THIS FIRST AMENDMENT TO EIGHTEENTH Amended and Restated MASTER LEASE AGREEMENT (“Amendment”) is made effective this 11th day of September, 2015  (the “Amendment Effective Date”) by and between 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 an Eighteenth Amended and Restated Master Lease Agreement (as may be amended from time to time, the “Lease”) dated as of August  1, 2015.




			
	
			
				 B.
			161 Bakers Ridge Road (“Subtenant”) entered into a Land Exchange Agreement with A/C Properties Limited Liability Company for the exchange of .15 acres of land to which GMA-Madison, Inc. (“Owner”) has consented, effective as of the Amendment Effective Date.




			
	
			
				 C.
			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.Legal Description.  Exhibit  A‐90 of the Lease is amended to read in its entirety as set forth on Exhibit A‐90 attached hereto and made a part hereof.
		

		
			 
		

		
			3.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.  
		

		
			 
		

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

		
			 
		

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

		
			 
		

		
			


		 


		

			 

		





 


6.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.
		

		
			 
		

		
			7.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.
		

			
					
						 

					
						 

					
						 

					
						Signature  /s/ Gabrielle Margrat

					
						Print Name:  Gabrielle Margrat

					
						 

					
						Signature /s/ Jaclyn R. Starr

					
						Print Name: Jaclyn R. Starr

					
					
						FC-GEN REAL ESTATE, LLC

					
						 

					
						By: Genesis Healthcare Holding Company I, Inc., 

					
						its sole member

					
						 

					
						By: /s/ Erin C. Ibele 

					
						Erin C. Ibele, Executive Vice President, Head of Human Capital and Corporate Secretary

				
	
					
						 

					
					
						 

				
	
					
						 

					
						 

					
						 

					
						Signature  /s/ Gabrielle Margrat

					
						Print Name:  Gabrielle Margrat

					
						 

					
						Signature /s/ Jaclyn R. Starr

					
						Print Name: Jaclyn R. Starr

					
					
						WELLTOWER INC. (formerly known as Health Care REIT,  Inc.)

					
						 

					
						By: /s/ Erin C. Ibele 

					
						Erin C. Ibele, Executive Vice President, Head of Human Capital and Corporate Secretary


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

				
	
					
						 

					
					
						 

				
	
					
						 

					
					
						GENESIS OPERATIONS LLC

				
	
					
						Signature /s/ Allison Elicier

					
					
						By: /s/ Michael Sherman

				
	
					
						Print Name:  Allison Elicier

					
					
						Michael S. Sherman,

				
	
					
						 

					
					
						Secretary

				
	
					
						Signature /s/ Chris Donato

					
					
						 

				
	
					
						Print Name:  Chris Donato

					
					
						Tax I.D. No.:26-0787826

				
	
					
						 

					
					
						 

				



		
			 
		

		
			 
		

		
			 
		

		
			 
		

		
			 
		

		
			 
		

		



		 


		

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						FC-GEN OPERATIONS INVESTMENT, LLC

				
	
					
						Signature /s/ Allison Elicier

					
					
						By: /s/ Michael Sherman

				
	
					
						Print Name:  Allison Elicier

					
					
						Michael S. Sherman

				
	
					
						 

					
					
						Title: Secretary

				
	
					
						Signature /s/ Chris Donato

					
					
						 

				
	
					
						Print Name:  Chris Donato

					
					
						Tax I.D. No.: 27-3237005

				
	
					
						 

					
					
						 

				
	
					
						 

					
					
						EACH SUBTENANT LISTED ON

				
	
					
						 

					
					
						EXHIBIT C HERETO

				
	
					
						 

					
					
						 

				
	
					
						Signature /s/ Allison Elicier

					
					
						 

				
	
					
						Print Name:  Allison Elicier

					
					
						By: /s/ Michael Sherman

				
	
					
						 

					
					
						Michael S. Sherman,

				
	
					
						Signature /s/ Chris Donato

					
					
						Secretary

				
	
					
						Print Name:  Chris Donato

					
					
						 

				



		
			 
		

		
			 
		


		 


		

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