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
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 - TENNESSEE, LLC
SUNBRIDGE REGENCY-NORTH CAROLINA, LLC
SUNBRIDGE RETIREMENT CARE ASSOCIATES, LLC
SUNBRIDGE SALEM HEALTH CARE LLC
SUNBRIDGE SHANDIN HILLS REHABILITATION CENTER, LLC
SUNBRIDGE STOCKTON REHABILITATION CENTER, LLC
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
EXHIBIT B
$167,100,417.51
AMENDED AND RESTATED TERM LOAN AGREEMENT
among
GENESIS HEALTHCARE, INC.,
as Ultimate Parent
FC-GEN Operations Investment, LLC,
as Borrower and LLC Parent,
GEN Operations I, LLC,
as Parent,
GEN OPERATIONS II, LLC,
as Holdings,
The Several Lenders from Time to Time Parties Hereto,
and
WELLTOWER INC.
as Administrative Agent and Collateral Agent,
dated as of July 29, 2016,
as amended and restated as of March 6, 2018
TABLE OF CONTENTS
Page
SECTION 1. DEFINITIONS
1
1.1
Defined Terms
1
1.2
Other Definitional Provisions
34
SECTION 2. AMOUNT AND TERMS OF COMMITMENTS
34
2.1
Commitments
34
2.2
[Reserved]
35
2.3
Procedure for Loan Borrowing
35
2.4
Repayment of Loans
35
2.5
Repayment of Loans
35
2.6
Fees, etc
36
2.7
Optional Prepayments
36
2.8
Mandatory Prepayments
36
2.9
[Reserved].
38
2.10
[Reserved].
38
2.11
Interest Rates and Payment Dates
38
2.12
Computations of Interest and