Exhibit

FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT
AND GUARANTY AGREEMENT

This First Amendment to Amended and Restated Credit and Guaranty Agreement (this “Amendment”) is made as of this 23^rd day of July, 2019, by and among CTR PARTNERSHIP, L.P., a Delaware limited partnership (the “Borrower”), CARETRUST REIT, INC., a Maryland corporation (the “REIT Guarantor”), the other Guarantors identified herein, KEYBANK NATIONAL ASSOCIATION, as Administrative Agent (the “Administrative Agent”), on behalf of itself and certain other lenders (each a “Lender” and collectively, the “Lenders”) and the Lenders party hereto. Unless otherwise defined herein, terms defined in the Credit Agreement set forth below shall have the same meaning herein.

W I T N E S S E T H:

WHEREAS, the Borrower, the REIT Guarantor and the other Guarantors party thereto, the Administrative Agent and certain of the Lenders have entered into a certain Amended and Restated Credit and Guaranty Agreement dated as of February 8, 2019 (the “Credit Agreement”); and

WHEREAS, the Borrower, the Guarantors, the Administrative Agent and the Lenders have agreed to amend the Credit Agreement as set forth herein.

NOW, THEREFORE, in consideration of the mutual promises and agreements herein contained, the parties hereto hereby agree as follows:

1.Pricing. The Administrative Agent and Lenders acknowledge and agree that, notwithstanding the actual Consolidated Leverage Ratio as of March 31, 2019, the Applicable Margin under the Credit Agreement shall remain at Level 1 in the Pricing Grid until such date as the financial statements and Compliance Certificate are delivered (or were required to be delivered) for the quarter ending June 30, 2019. The agreement of the Administrative Agent and Lenders with respect to the above pricing level shall be deemed to be a one-time agreement, and the Applicable Margin under the Credit Agreement shall at all times hereafter be determined based requirements set forth in the Credit Agreement.

2. Amendment to Credit Agreement.

(a) The following definition is hereby inserted in Article I of the Credit Agreement in appropriate alphabetical order:

“Fitch shall mean Fitch Ratings, Inc. and any successor thereto.”

(b) The paragraph in the definition of Applicable Margin immediately preceding the IGR Pricing Grid is hereby deleted in its entirety and shall be replaced by the following:

“Notwithstanding the foregoing, in the event that, following the Closing Date, the REIT Guarantor obtains a credit rating of BBB-/Baa3 or higher from S&P or Moody’s (each such rating, an “Investment Grade Rating”) on its senior long term

unsecured debt, then at the election of the Borrower, which election shall be irrevocable if made, then the Pricing Grid set forth above shall be replaced in its entirety with, and the Applicable Margin shall thereafter be determined by reference to, the grid set forth below (the “IGR Pricing Grid”). In the event that the REIT Guarantor obtains two Investment Grade Ratings (which, for the purposes of this sentence only, shall include a credit rating from Fitch) and the Borrower elects to replace the Pricing Grid with the IGR Pricing Grid, then the Applicable Margin shall be determined by reference to the IGR Pricing Grid as follows: (i) if the lower of the two Investment Grade Ratings is one level below the higher of the Investment Grade Ratings as set forth in the IGR Pricing Grid, then the Applicable Margin shall be the higher of the two Investment Grade Ratings, and (ii) if the lower of the two Investment Grade Ratings is two or more levels below the higher of the Investment Grade Ratings as set forth in the IGR Pricing Grid, then the Applicable Margin shall be the level of the IGR Pricing Grid that is one level below the highest Investment Grade Rating received by the REIT Guarantor. If at any time when the REIT Guarantor has three (3) Investment Grade Ratings (which, for the purposes of this sentence only, shall include a credit rating from Fitch), such Investment Grade Ratings are not equivalent, then (A) if the difference between the highest and the lowest of such Investment Grade Ratings is one ratings category (e.g. Baa2 by Moody’s and BBB- by S&P or Fitch), the Applicable Margin shall be the level of the IGR Pricing Grid based on the highest of the Investment Grade Ratings, and (B) if the difference between such Investment Grade Ratings is two ratings categories (e.g. Baa1 by Moody’s and BBB- by S&P or Fitch) or more, the Ratings-Based Applicable Margin shall be the level of the IGR Pricing Grid based on the average of the two (2) highest Investment Grade Ratings, provided that if such average is not a recognized rating category, then the Applicable Margin shall be the level of the IGR Pricing Grid based on the second highest Investment Grade Rating. If the REIT Guarantor has neither a Credit Rating from Moody’s nor S&P, then the highest pricing will apply.”

3. Representations and Warranties.

(a) The Loan Parties hereby represent, warrant and covenant with Administrative Agent and Lenders that, as of the date hereof:

(i)

All representations and warranties made in the Credit Agreement and other Loan Documents are true and correct in all material respects on and as of the Effective Date with the same effect as though made on and as of such date, except to the extent that such representations and warranties expressly refer to an earlier date, in which case they shall be true and correct in all material respects of such earlier date (other than those representations and warranties that are expressly qualified by a Material Adverse Effect or other materiality, in which case such representations and warranties shall be true and correct in all respects).


(ii)	There exists no Default or Event of Default under any of the Loan Documents.

4. Conditions to Effectiveness. This Amendment shall not be effective (the “First Amendment Effective Date”) until each of the following conditions precedent has been fulfilled to the reasonable satisfaction of the Administrative Agent:

(a) This Amendment shall have been duly executed and delivered by the Loan Parties, the Administrative Agent and the Lenders.

(b) All action on the part of the Loan Parties necessary for the valid execution, delivery and performance by the Loan Parties of this Amendment shall have been duly and effectively taken. The Lenders shall have received such customary corporate resolutions, certificates and other customary corporate documents as the Administrative Agent shall reasonably request.

5. This Amendment, which may be executed in multiple counterparts, constitutes the entire agreement of the parties regarding the matters contained herein and shall not be modified by any prior oral or written discussions. Delivery of an executed counterpart of a signature page of this Amendment by telecopy or other electronic imaging transmission (e.g. PDF by email) shall be effective as delivery of a manually executed counterpart of this Amendment. The Loan Parties hereby ratify, confirm and reaffirm all of the terms and conditions of the Credit Agreement, and each of the other Loan Documents, and further acknowledges and agrees that all of the terms and conditions of the Credit Agreement shall remain in full force and effect except as expressly provided in this Amendment. This Amendment constitutes a Loan Document for all purposes under the Credit Agreement.

6. Any determination that any provision of this Amendment or any application hereof is invalid, illegal or unenforceable in any respect and in any instance shall not affect the validity, legality or enforceability of such provision in any other instance, or the validity, legality or enforceability of any other provisions of this Amendment.

7. This Agreement shall be governed by and construed in accordance with the laws of the State of New York.

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It is intended that this Amendment take effect as an instrument under seal as of the date first written above.




	CTR PARTNERSHIP, L.P., a Delaware limited partnership By: CareTrust GP, LLC, its general partner By: CareTrust REIT, Inc., its sole member By: /s/ William M. Wagner___ Name: William M. Wagner Title: Chief Financial Officer, Treasurer and Secretary
	CARETRUST REIT, INC., a Maryland corporation By: /s/ William M. Wagner_______________ Name: William M. Wagner Title: Chief Financial Officer, Treasurer and Secretary
	CARETRUST CAPITAL CORP., a Delaware corporation By: /s/ William M. Wagner_______________ Name: William M. Wagner Title: Chief Financial Officer, Treasurer and Secretary

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