Ex102

AMENDMENT NO. 3
TO FOURTH AMENDED AND RESTATED CREDIT AGREEMENT

This AMENDMENT NO. 3 TO FOURTH AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”) is dated as of June 5, 2019 and is entered into by and among GENESIS HEALTHCARE, INC., a Delaware corporation (“Genesis Healthcare”), GENESIS HEALTHCARE LLC, a Delaware limited liability company (“Genesis Holdings”), FC-GEN OPERATIONS INVESTMENT, LLC, a Delaware limited liability company (“LLC Parent”), Genesis Healthcare’s direct and indirect subsidiaries listed on Annex I-A hereto (together with Genesis Healthcare, Genesis Holdings and LLC Parent, collectively, “Borrowers”), MIDCAP FUNDING IV TRUST, a Delaware statutory trust, as administrative agent (successor-by-assignment to Healthcare Financial Solutions, LLC, in such capacity, the “Administrative Agent”), and the Lenders party hereto and is made with reference to that certain Fourth Amended and Restated Credit Agreement, dated as of March 6, 2018 (as amended or modified prior to the date hereof, and as further amended, amended and restated, supplemented or otherwise modified prior to the date hereof, the “Credit Agreement”), by and among Genesis Healthcare, certain Subsidiaries of Genesis Healthcare from time to time party thereto, the lenders from time to time party thereto and the Administrative Agent. Unless otherwise stated, capitalized terms used herein without definition shall have the same meanings herein as set forth in the Credit Agreement.

RECITALS

WHEREAS, Borrowers have requested, and Administrative Agent and the Lenders have agreed, to take the following actions (all of which shall be deemed to occur simultaneously and by book entry on Agent’s system) (collectively, the “Commitment Reallocation”):

A.Increase the aggregate Revolving Credit Commitments of all Revolving Lenders by $40,000,000 (the “Revolving Commitment Increase”), all of which increase shall be held by MidCap Funding IV Trust (“MCF IV”) and

B.Allow Borrowers to make a voluntary prepayment, in part, of the Term Loan in an amount equal to $40,000,000 (the “Term Loan Partial Prepayment”), which prepayment shall be funded with proceeds of Revolving Loans and used to pay down the portion of the Term Loan held by MCF IV only.

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

SECTION I. CONSENT TO SUBJECT TRANSACTIONS

1.1 Consent. The Commitment Reallocation is hereby consented to by those Lenders whose consent is required under the Credit Agreement. Specifically,

(a) Required Lenders consent to the Revolving Commitment Increase and the amendment to Schedule I of the Credit Agreement to reflect the same;

(b) Required Lenders consent to Borrowers’ request to make the Term Loan Partial Prepayment notwithstanding the terms of Section 2.7(b) of the Credit

Agreement, which allows only a voluntary prepayment of the full amount of the Term Loan;

(c) Required Lenders and all Term Lenders consent to the application of the Term Loan Partial Prepayment solely to reduce the portion of the Term Loan held by MCF IV and agree that no prepayment fee shall be due in connection with the Term Loan Partial Prepayment; and

(d) Required Lenders consent to a temporary Revolving Loan Overadvance that will result from the making of a Revolving Loan that will fund the Term Loan Partial Prepayment (the “Specified Revolving Loan”) so long as: (i) such Revolving Loan is made solely by MCF IV and (ii) such Revolving Loan Overadvance is eliminated immediately upon the making of the Term Loan Partial Prepayment.

1.2 Acknowledgment. Borrowers hereby agree and acknowledge that no Loan proceeds will be funded to the Borrowers as part of the Commitment Reallocation and further direct Agent to apply the proceeds of the Specified Revolving Loan to reduce the Term Loan held by MCF IV.

1.3 Revolving Loan Repayments. Revolving Lenders hereby agree and acknowledge that, to the extent the making of the Specified Revolving Loan results in the outstanding Revolving Loans made by MCF IV exceeding its Pro Rata Share of the aggregate Revolving Credit Outstandings at such time, Agent shall be permitted to apply the proceeds of collections received in the Agent Collection Account solely to reduce the outstanding Revolving Loans made by MCF IV until such time as the Revolving Loan Outstandings are allocated among the Revolving Lenders in accordance with each Revolving Lender’s Pro Rata Share thereof.

SECTION II. AMENDMENTS TO CREDIT AGREEMENT

2.1 Commitments. Agent, Borrowers and Required Lenders agree that Schedule I of the Credit Agreement is hereby deleted in its entirety and replaced with Schedule I attached hereto.

2.2 Revolving Credit Commitments. Agent, Borrowers and Required Lenders agree that the first sentence of Section 2.1(a) of the Credit Agreement is hereby deleted in its entirety and restated to read as follows:

“On the terms and subject to the conditions contained in this Agreement, each Revolving Lender severally, but not jointly, agrees to make certain additional loans in Dollars to Borrowers on any Business Day during the period from the Closing Date until the Termination Date in an aggregate principal amount at any time outstanding for all such loans not to exceed $168,000,000 and by such Lender not to exceed such Lender’s Revolving Credit Commitment (each such loan a “Revolving Loan”) provided, however, that, at no time shall any Revolving Lender be obligated to make a Revolving Loan in excess of such Lender’s Pro Rata Share of the amount by which the Revolving Credit Commitments of all Revolving Lenders then in effect exceed the aggregate Revolving Credit Outstandings at such

time; provided, further, that no Revolving Loan to be made shall, at any time, exceed the Borrowing Availability.”

SECTION III. CONDITIONS TO EFFECTIVENESS

3.1 This Amendment shall become effective as of the date hereof only upon Administrative Agent’s receipt of this fully executed Amendment which shall be originals, facsimiles or “pdf” or similar electronic format (followed promptly by originals) unless otherwise specified, properly executed by a Responsible Officer of the signing Loan Party and each Lender whose consent is required hereunder.

SECTION IV. Costs, Fees and Expenses.

Borrowers shall be responsible for the payment of all reasonable costs, fees and expenses of Agent’s counsel incurred in connection with the preparation of this Amendment and any related documents. If Administrative Agent uses in-house counsel for any of these purposes, Borrowers shall be responsible for reasonable charges for such work commensurate with the fees that would otherwise be charged by outside legal counsel selected by Administrative Agent for the work performed; provided that, in accordance with Section 11.3 of the Credit Agreement, the rate charged for such work performed by in-house counsel shall not exceed $450.00 per hour, and Borrowers shall not be liable for in-house legal fees for the same matters on which outside legal counsel has been engaged. All such costs, fees and expenses shall be paid with proceeds of Revolving Loans.

SECTION V. Confirmation of Representations and Warranties; Liens; No Default.

Each Loan Party that is party hereto hereby confirms that (i) all of the representations and warranties set forth in the Loan Documents to which it is a party continue to be true and correct in all material respects as of the date hereof as if made on the date hereof and as if fully set forth herein, except to the extent (A) such representations and warranties by their terms expressly relate only to a prior date (in which case such representations and warranties shall be true and correct in all material respects as of such prior date) or (B) any such representation or warranty is no longer true, correct or complete due to the occurrence of one or more events that are permitted to occur (or are not otherwise prohibited) under the Loan Documents, (ii) there are no continuing Defaults or Events of Default that have not been waived or cured, (iii) subject to the terms and conditions of the Loan Documents, Administrative Agent has and shall continue to have valid, enforceable and perfected Liens on the Collateral with the priority set forth in the Intercreditor Agreement, for the benefit of the Secured Parties, pursuant to the Loan Documents or otherwise granted to or held by Administrative Agent, for the benefit of the Secured Parties, subject only to Permitted Liens, and (iv) the agreements and obligations of Borrowers and each other Loan Party contained in the Loan Documents and in this Amendment constitute the legal, valid and binding obligations of Borrowers and each other Loan Party, enforceable against Borrowers and each other Loan Party in accordance with their respective terms, except to the extent limited by general principles of equity and by bankruptcy, insolvency, fraudulent conveyance, or other similar laws affecting creditors’ rights generally.

SECTION VI. REAFFIRMATION OF LOAN DOCUMENTS

6.1 By executing and delivering this Amendment, each Loan Party hereby (i) reaffirms, ratifies and confirms its Obligations under the Loan Documents, each as may be amended hereby, (ii) agrees that this Amendment shall be a “Loan Document” under the Credit Agreement and (iii) hereby expressly agrees that the Credit Agreement and each other Loan Document shall remain in full force and effect as modified by this Amendment. Each Lender executing this Amendment hereby declines the issuance of one or more Notes evidencing its Commitment.

6.2 Without limiting the generality of the foregoing, each Loan Party hereby confirms its pledges, grants of security interests and other obligations, as applicable, under and subject to the terms of each of the Loan Documents to which it is party, and agrees that, notwithstanding the effectiveness of this Amendment or any of the transactions contemplated thereby, such pledges, grants of security interests and other obligations, and the terms of each of the Loan Documents to which it is a party, as supplemented, amended, amended and restated or otherwise modified in connection with this Amendment and the transactions contemplated hereby, are not impaired or affected in any manner whatsoever and shall continue to be in full force and effect and shall continue to secure all the Obligations.

SECTION VII. RELEASE OF ADMINISTRATIVE AGENT AND LENDERS

As of the date of this Amendment, each Loan Party (a) agrees that, to its knowledge, Administrative Agent and each Lender has fully complied with its obligations under each Loan Document required to be performed prior to the date hereof, (b) agrees that no Loan Party has any defenses to the validity, enforceability or binding effect of any Loan Document and (c) fully and irrevocably releases any claims of any nature whatsoever that it may now have against Administrative Agent, and each Lender and relating in any way to this Amendment, the Loan Documents or the transactions contemplated hereby or thereby.

SECTION VIII. MISCELLANEOUS

8.1 Effect on Other Loan Documents. Except as expressly set forth in this Amendment, the Credit Agreement and all other Loan Documents shall remain unchanged and in full force and effect. This Amendment shall be limited precisely and expressly as drafted and shall not be construed as consent to the amendment, restatement, modification, supplementation or waiver of any other terms or provisions of the Credit Agreement or any other Loan Document.

8.2 Headings. Section headings herein and in the other Loan Documents are included for convenience of reference only and shall not affect the interpretation of this Amendment or any other Loan Document.

8.3 Loan Document. This Amendment shall constitute a “Loan Document” under the terms of the Credit Agreement.

8.4 Costs and Expenses. The payment of all fees, costs and expenses incurred by Administrative Agent in connection with the preparation and negotiation of this Amendment shall be governed by Section 11.3 of the Credit Agreement.

8.5 Successors/Assigns. This Amendment shall bind, and the rights hereunder shall inure to, the respective successors and assigns of the parties hereto, subject to the provisions of the Loan Documents.

8.6 Applicable Law; Miscellaneous. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW THAT WOULD RESULT IN THE APPLICATION OF ANY LAW OTHER THAN THE LAW OF THE STATE OF NEW YORK. The provisions of Sections 11.13, 11.14 and 11.15 of the Credit Agreement are incorporated by reference herein and made a part hereof.

8.7 Counterparts. This Amendment may be executed in any number of counterparts and by different parties in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. Signature pages may be detached from multiple separate counterparts and attached to a single counterpart. Delivery of an executed signature page of this Amendment by facsimile transmission or Electronic Transmission shall be as effective as delivery of a manually executed counterpart hereof. Any party delivering an executed counterpart of this Amendment by facsimile transmission or Electronic Transmission shall also deliver an original executed counterpart of this Amendment but the failure to deliver an original executed counterpart shall not affect the validity, enforceability or binding effect of this Amendment.

8.8 Further Assurances. Each of the Loan Parties shall execute and deliver such additional documents and take such additional actions as may be reasonably requested by Administrative Agent to effectuate the purposes of this Amendment.

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BORROWERS:	GENESIS HEALTHCARE, INC., a Delaware corporation By: /s/ Michael Sherman Michael S. Sherman Senior Vice President, Secretary and Assistant Treasurer
	FC-GEN OPERATIONS INVESTMENT, LLC, a Delaware limited liability company By: /s/ Michael Sherman Michael S. Sherman Senior Vice President, Secretary and Assistant Treasurer
	GENESIS HEALTHCARE LLC, a Delaware limited liability company By: /s/ Michael Sherman Michael S. Sherman Senior Vice President, Secretary and Assistant Treasurer
	EACH OF THE ENTITIES LISTED ON ANNEX I-A ATTACHED HERETO: By: FC-GEN Operations Investments, LLC, its authorized agent By: /s/ Michael Sherman Michael S. Sherman Senior Vice President, Secretary and Assistant Treasurer

By: Apollo Capital Management, L.P.

ts: Investment Manager

By: Apollo Capital Management GP, LLC

ts: General Partner

By: /s/ Maurice Amsellem

Maurice Amsellem

Authorized Signatory

ADMINISTRATIVE AGENT:

MIDCAP FUNDING IV TRUST, a Delaware statutory trust

By: Apollo Capital Management, L.P.

Its: Investment Manager

By: Apollo Capital Management GP, LLC

Its: General Partner

By: /s/ Maurice Amsellem

Maurice Amsellem

Authorized Signatory

By: Apollo Capital Management, L.P.

ts: Investment Manager

By: Apollo Capital Management GP, LLC

ts: General Partner

By: /s/ Maurice Amsellem
Maurice Amsellem

Authorized Signatory

LENDERS:

MIDCAP FUNDING V TRUST, a Delaware statutory trust

By: Apollo Capital Management, L.P.

Its: Investment Manager

By: Apollo Capital Management GP, LLC

Its: General Partner

By: /s/ Maurice Amsellem

Maurice Amsellem

Authorized Signatory

MIDCAP FUNDING IV TRUST, a Delaware statutory trust

By: Apollo Capital Management, L.P.

Its: Investment Manager

By: Apollo Capital Management GP, LLC

Its: General Partner

By: /s/ Maurice Amsellem

Maurice Amsellem

Authorized Signatory

MIDCAP FUNDING XVI TRUST, a Delaware statutory trust

By: Apollo Capital Management, L.P.

Its: Investment Manager

By: Apollo Capital Management GP, LLC

Its: General Partner

By: /s/ Maurice Amsellem

Maurice Amsellem

Authorized Signatory

MIDCAP FUNDING XXX TRUST, a Delaware statutory trust

By: Apollo Capital Management, L.P.

Its: Investment Manager

By: Apollo Capital Management GP, LLC

Its: General Partner

By: /s/ Maurice Amsellem

Maurice Amsellem

Authorized Signatory

LENDERS:

MCO 2 LIMITED PARTNERSHIP

By: Apollo Capital Management, L.P.

Its: Investment Manager

By: Apollo Capital Management GP, LLC

Its: General Partner

By: /s/ Maurice Amsellem

Maurice Amsellem

Authorized Signatory

By: Apollo Investment Management, L.P.

Its: Advisor

By: ACC Management GP, LLC

Its” General Partner

By: /s/ Joseph D. Glatt

Joseph D. Glatt

Authorized Signatory

LENDERS:

APOLLO INVESTMENT CORPORATION

By: Apollo Investment Management, L.P.

Its: Advisor

By: ACC Management GP, LLC

Its” General Partner

By: /s/ Joseph D. Glatt

Joseph D. Glatt

Authorized Signatory

Tranquilidade Diversified Income ICAV, an Umbrella Irish Collective Asset-Management Vehicle with Segregated Liability between its Sub-Funds, acting in respect of its Sub-Fund, Tranquilidade Loan Origination Fund

By: Apollo Management International LLP,

Its: Portfolio Manager

By: AMI (Holdings), LLC
Its: Member

By: /s/ Joseph D. Glatt

Joseph D. Glatt

Vice President

AMISSIMA DIVERSIFIED INCOME ICAV,

an Umbrella Irish Collective Asset-Management Vehicle with Segregated Liability between its Sub-Funds, acting in respect of its Sub-Fund, Amissima Loan Origination Fund

By: Apollo Management International LLP

Its: Portfolio Manager

By: AMI (Holdings), LLC

Its: Member

By: /s/ Joseph D. Glatt

Joseph D. Glatt

Vice President

LENDERS:

APOLLO CREDIT FUNDS ICAV, an Umbrella Irish Collective Asset Management Vehicle with Segregated Liability between its Sub-Funds, acting in respect of its Sub-Fund, Apollo Helius Loan Fund

By: ACF Europe Management, LLC
Its: Portfolio Manager

By: Apollo Capital Management, L.P.

Its: Sole Member

By: Apollo Capital Management GP, LLC
Its: General Partner

By: /s/ Joseph D. Glatt

Joseph D. Glatt

Vice President

BCSSS INVESTMENTS 2 S.À R.L.

By: Apollo Capital Management, L.P.

Its: Investment Manager

By: Apollo Capital Management GP, LLC

Its: General Partner

By: /s/ Joseph D. Glatt

Joseph D. Glatt

Authorized Signatory

By: Athene Asset Management LLC

Its Investment Adviser

By: /s/ James M. Hassett

Name: James M. Hassett

Title: Executive Vice President, Credit

LENDERS:

AMERICAN EQUITY INVESTMENT LIFE INSURANCE COMPANY

By: Athene Asset Management LLC

Its Investment Adviser

By: /s/ James M. Hassett

Name: James M. Hassett

Title: Executive Vice President, Credit

MIDLAND NATIONAL LIFE INSURANCE COMPANY

By: Athene Asset Management LLC

Its Investment Adviser

By: /s/ James M. Hassett

Name: James M. Hassett

Title: Executive Vice President, Credit

LENDERS:	WOODMONT 2017-1 TRUST By:MidCap Financial Services Capital Management, LLC Its:Collateral Manager By: /s/ John O’Dea John O’Dea Authorized Signatory
	WOODMONT 2017-2 TRUST By:MidCap Financial Services Capital Management, LLC Its:Collateral Manager By: /s/ John O’Dea John O’Dea Authorized Signatory
	WOODMONT 2017-3 LP By:MidCap Financial Services Capital Management, LLC Its:Collateral Manager By: /s/ John O’Dea John O’Dea Authorized Signatory
	WOODMONT 2018-4 TRUST By:MidCap Financial Services Capital Management, LLC Its:Collateral Manager By: /s/ John O’Dea John O’Dea Authorized Signatory

LENDERS:

33RD STREET FUNDING LLC

By: /s/ Gregg Bresner
Gregg Bresner
President and Chief Information Officer

34TH STREET FUNDING LLC

By: /s/ Gregg Bresner
Gregg Bresner
President and Chief Information Officer

ANNEX I-A

BORROWERS

Name

1 Emerson Drive North Operations LLC

1 Emerson Drive South Operations LLC

1 Glen Hill Road Operations LLC

1 Magnolia Drive Operations LLC

10 Woodland Drive Operations LLC

100 Chambers Street Operations LLC

100 Edella Road Operations LLC

100 St. Claire Drive Operations LLC

1000 Association Drive Operations LLC

1000 Lincoln Drive Operations LLC

1000 Orwigsburg Manor Drive Operations LLC

1000 Schuylkill Manor Road Operations LLC

101 13th Street Operations LLC

101 Mills Place Operations LLC

1020 South Main Street Operations LLC

1080 Silver Lake Boulevard Operations LLC

1104 Welsh Road Operations LLC

1113 North Easton Road Operations LLC

1145 Poquonnock Road Operations LLC

115 East Melrose Avenue Operations LLC

115 Sunset Road Operations LLC

1165 Easton Avenue Operations LLC

120 Murray Street Operations LLC

1201 Rural Avenue Operations LLC

12-15 Saddle River Road Operations LLC

1240 Pinebrook Road, LLC

1245 Church Road Operations LLC

Name

1248 Hospital Drive Operations LLC

125 Holly Road Operations LLC

128 East State Street Associates, LLC

1350 E. Lookout Drive Operations LLC

1351 Old Freehold Road Operations LLC

1361 Route 72 West Operations LLC

140 Prescott Street Operations LLC

1405 S. Monroe Street Operations LLC

1420 South Black Horse Pike Operations LLC

144 Magnolia Drive Operations LLC

1501 SE 24th Road, LLC

1515 Lamberts Mill Road Operations LLC

1526 Lombard Street SNF Operations LLC

1539 Country Club Road Operations LLC

1543 Country Club Road Manor Operations LLC

15810 South 42nd Street Operations LLC

16 Fusting Avenue Operations LLC

161 Bakers Ridge Road Operations LLC

1631 Ritter Drive Operations LLC

1650 Galisteo Street Operations LLC

1660 Hospital Drive Operations LLC

1680 Spring Creek Road Operations LLC

1700 Pine Street Operations LLC

1700 Wynwood Drive Operations LLC

1718 Spring Creek Road Operations LLC

1775 Huntington Lane, LLC

1801 Turnpike Street Operations LLC

1801 Wentworth Road Operations LLC

184 Bethlehem Pike Operations LLC

191 Hackett Hill Road Operations LLC

1980 Sunset Point Road, LLC

Name

2 Deer Park Drive Operations LLC

20 Summit Street Operations LLC

200 Marter Avenue Operations LLC

200 Reynolds Avenue Operations LLC

200 South Ritchie Avenue Operations LLC

201 New Road Operations LLC

201 Wood Street Operations LLC

2015 East West Highway Operations LLC

205 Armstrong Avenue Operations LLC

215 West Brown Road Operations LLC

2101 Fairland Road Operations LLC

22 South Street Operations LLC

22 Tuck Road Operations LLC

2240 White Horse Mercerville Road Operations LLC

225 Evergreen Road Operations LLC

227 Evergreen Road Operations LLC

227 Pleasant Street Operations LLC

23 Fair Street Operations LLC

2305 Rancocas Road Operations LLC

239 Pleasant Street Operations LLC

24 Truckhouse Road Operations LLC

25 East Lindsley Road Operations LLC

255 West Brown Road Operations LLC

2507 Chestnut Street Operations LLC

2600 Highlands Boulevard, North, LLC

2601 Evesham Road Operations LLC

261 Terhune Drive Operations LLC

262 Toll Gate Road Operations LLC

2720 Charles Town Road Operations LLC

279 Cabot Street Operations LLC

290 Hanover Street Operations LLC

Name

290 Red School Lane Operations LLC

2900 Twelfth Street North, LLC

292 Applegarth Road Operations LLC

298 Main Street Operations LLC

3 Park Drive Operations LLC

30 Princeton Boulevard Operations LLC

30 West Avenue Operations LLC

300 Courtright Street Operations LLC

300 Pearl Street Operations LLC

3000 Balfour Circle Operations LLC

3001 Evesham Road Operations LLC

315 Upper Riverdale Road LLC

32 Hospital Hill Road Operations LLC

3227 Bel Pre Road Operations LLC

329 Exempla Circle Operations LLC

330 Franklin Turnpike Operations LLC

333 Grand Avenue Operations LLC

333 Green End Avenue Operations LLC

336 South West End Avenue Operations LLC

3485 Davisville Road Operations LLC

35 Marc Drive Operations LLC

35 Milkshake Lane Operations LLC

350 Haws Lane Operations LLC

3514 Fowler Avenue Operations LLC

3720 Church Rock Street Operations LLC

3809 Bayshore Road Operations LLC

3865 Tampa Road, LLC

390 Red School Lane Operations LLC

4 Hazel Avenue Operations LLC

40 Crosby Street Operations LLC

40 Parkhurst Road Operations LLC

Name

400 29th Street Northeast Operations LLC

400 Groton Road Operations LLC

400 Vision Drive Operations LLC

419 Harding Street Operations LLC

4140 Old Washington Highway Operations LLC

422 23rd Street Operations LLC

44 Keystone Drive Operations LLC

440 North River Street Operations LLC

450 East Philadelphia Avenue Operations LLC

455 Brayton Avenue Operations LLC

4602 Northgate Court, LLC

462 Main Street Operations LLC

464 Main Street Operations LLC

475 Jack Martin Boulevard Operations LLC

4755 South 48th Street Operations LLC

4901 North Main Street Operations LLC

4927 Voorhees Road, LLC

50 Mulberry Tree Street Operations LLC

50 Pheasant Road Operations LLC

500 East Philadelphia Avenue Operations LLC

5101 North Park Drive Operations LLC

515 Brightfield Road Operations LLC

525 Glenburn Avenue Operations LLC

530 Macoby Street Operations LLC

536 Ridge Road Operations LLC

54 Sharp Street Operations LLC

5485 Perkiomen Avenue Operations LLC

549 Baltimore Pike Operations LLC

55 Cooper Street Operations LLC

55 Kondracki Lane Operations LLC

5501 Perkiomen Avenue Operations LLC

Name

56 Hamilton Avenue Operations LLC

56 West Frederick Street Operations LLC

59 Harrington Court Operations LLC

590 North Poplar Fork Road Operations LLC

600 Paoli Pointe Drive Operations LLC

6000 Bellona Avenue Operations LLC

61 Cooper Street Operations LLC

610 Dutchman’s Lane Operations LLC

610 Townbank Road Operations LLC

613 Hammonds Lane Operations LLC

625 State Highway 34 Operations LLC

63 Country Village Road Operations LLC

642 Metacom Avenue Operations LLC

65 Cooper Street Operations LLC

650 Edison Avenue Operations LLC

70 Gill Avenue Operations LLC

700 Toll House Avenue Operations LLC

700 Town Bank Road Operations LLC

715 East King Street Operations LLC

72 Salmon Brook Drive Operations LLC

7232 German Hill Road Operations LLC

735 Putnam Pike Operations LLC

7395 W. Eastman Place Operations LLC

740 Oak Hill Road Operations LLC

75 Hickle Street Operations LLC

7520 Surratts Road Operations LLC

7525 Carroll Avenue Operations LLC

77 Madison Avenue Operations LLC

7700 York Road Operations LLC

777 Lafayette Road Operations LLC

78 Opal Street LLC

Name

8 Rose Street Operations LLC

8 Snow Road Operations LLC

800 West Miner Street Operations LLC

803 Hacienda Lane Operations LLC

8015 Lawndale Street Operations LLC

810 South Broom Street Operations LLC

8100 Washington Lane Operations LLC

825 SUMMIT STREET OPERATIONS LLC

84 Cold Hill Road Operations LLC

840 Lee Road Operations LLC

841 Merrimack Street Operations LLC

843 Wilbur Avenue Operations LLC

845 Paddock Avenue Operations LLC

850 Paper Mill Road Operations LLC

867 York Road Operations LLC

8710 Emge Road Operations LLC

8720 Emge Road Operations LLC

89 Morton Street Operations LLC

899 Cecil Avenue Operations LLC

905 Penllyn Pike Operations LLC

91 Country Village Road Operations LLC

9101 Second Avenue Operations LLC

920 South Main Street Operations LLC

93 Main Street SNF Operations LLC

932 Broadway Operations LLC

9701 Medical Center Drive Operations LLC

9738 Westover Hills Boulevard Operations LLC

98 Hospitality Drive Operations LLC

9940 West Union Hills Drive Operations LLC

Alexandria Care Center, LLC

Alta Care Center, LLC

Name

Anaheim Terrace Care Center, LLC

Bay Crest Care Center, LLC

Belen Meadows Healthcare and Rehabilitation Center, LLC

Belmont Nursing Center, LLC

Brier Oak on Sunset, LLC

CareerStaff Unlimited, LLC

Clairmont Longview Property, LLC

Clairmont Longview, LLC

Clovis Healthcare and Rehabilitation Center, LLC

Colonial Tyler Care Center, LLC

Courtyard JV LLC

Crestview Nursing, LLC

Diane Drive Operations LLC

Dracut JV LLC

Elmcrest Care Center, LLC

FC-GEN Hospice Holdings, LLC

Five Ninety Six Sheldon Road Operations LLC

Flatonia Oak Manor, LLC

Florida Holdings I, LLC

Florida Holdings II, LLC

Florida Holdings III, LLC

Fort Worth Center of Rehabilitation, LLC

Forty Six Nichols Street Operations LLC

Forty Six Nichols Street Property, LLC

Fountain Care Center, LLC

Fountain View Subacute and Nursing Center, LLC

Franklin Woods JV LLC

Gen-Next Holdco I, LLC

GEN Operations I, LLC

GEN Operations II, LLC

Genesis Administrative Services LLC

Name

Genesis Bayview JV Holdings, LLC

Genesis CO Holdings LLC

Genesis CT Holdings LLC

Genesis DE Holdings LLC

Genesis Dynasty Operations LLC

Genesis Eldercare Network Services, LLC

Genesis ElderCare Physician Services, LLC

Genesis Eldercare Rehabilitation Services, LLC

Genesis Health Ventures of New Garden, LLC

Genesis Holdings LLC

Genesis IP LLC

Genesis LGO Operations LLC

Genesis MA Holdings LLC

Genesis MD Holdings LLC

Genesis NH Holdings LLC

Genesis NJ Holdings LLC

Genesis OMG Operations LLC

Genesis Operations II LLC

Genesis Operations III LLC

Genesis Operations IV LLC

Genesis Operations LLC

Genesis Operations V LLC

Genesis Operations VI LLC

Genesis PA Holdings LLC

Genesis Partnership LLC

Genesis ProStep, LLC

Genesis RI Holdings LLC

Genesis Staffing Services LLC

Genesis TX Holdings LLC

Genesis VA Holdings LLC

Genesis VT Holdings LLC

Name

Genesis WV Holdings LLC

GHC Burlington Woods Dialysis JV LLC

GHC Dialysis JV LLC

GHC Holdings II LLC

GHC Holdings LLC

GHC JV Holdings LLC

GHC Matawan Dialysis JV LLC

GHC Payroll LLC

GHC Randallstown Dialysis JV LLC

GHC SelectCare LLC

GHC TX Operations LLC

GHC Windsor Dialysis JV LLC

Granite Ledges JV LLC

Grant Manor LLC

Great Falls Health Care Company, L.L.C.

GRS JV LLC

Guadalupe Seguin Property, LLC

Guadalupe Valley Nursing Center, LLC

Hallettsville Rehabilitation and Nursing Center, LLC

Hallmark Investment Group, LLC

Hallmark Rehabilitation GP, LLC

Harborside Connecticut Limited Partnership

Harborside Danbury Limited Partnership

Harborside Health I LLC

Harborside Healthcare Advisors Limited Partnership

Harborside Healthcare Limited Partnership

Harborside Healthcare, LLC

Harborside Massachusetts Limited Partnership

Harborside New Hampshire Limited Partnership

Harborside North Toledo Limited Partnership

Harborside of Cleveland Limited Partnership

Name

Harborside of Dayton Limited Partnership

Harborside of Ohio Limited Partnership

Harborside Point Place, LLC

Harborside Rehabilitation Limited Partnership

Harborside Rhode Island Limited Partnership

Harborside Swanton, LLC

Harborside Sylvania, LLC

Harborside Toledo Business LLC

Harborside Toledo Limited Partnership

Harborside Troy, LLC

HBR Bardwell LLC

HBR Barkely Drive, LLC

Hbr Danbury, LLC

HBR Elizabethtown, LLC

HBR Kentucky, LLC

HBR Madisonville, LLC

HBR Owensboro, LLC

HBR Paducah, LLC

Hbr Stamford, LLC

Hbr Trumbull, LLC

HBR Woodburn, LLC

HC 63 Operations LLC

HHCI Limited Partnership

Hospitality Lubbock Property, LLC

Hospitality Nursing and Rehabilitation Center, LLC

Huntington Place Limited Partnership

Kansas City Transitional Care Center, LLC

Kennett Center, L.P.

KHI LLC

Klondike Manor LLC

Leisure Years Nursing, LLC

Name

Lincoln Highway JV LLC

Lincoln Highway Operations LLC

Live Oak Nursing Center, LLC

Magnolia JV LLC

Marietta Healthcare, LLC

Maryland Harborside, LLC

Massachusetts Holdings I, LLC

Montebello Care Center, LLC

Monument La Grange Property, LLC

Monument Rehabilitation and Nursing Center, LLC

MS Exton Holdings, LLC

MS Exton, LLC

Oakland Manor Nursing Center, LLC

Odd Lot LLC

Ohio Holdings I, LLC

Owenton Manor Nursing, LLC

PDDTSE LLC

Peak Medical Assisted Living, LLC

Peak Medical Colorado No. 2, LLC

Peak Medical Colorado No. 3, LLC

Peak Medical Idaho Operations, LLC

Peak Medical Las Cruces No. 2, LLC

Peak Medical Las Cruces, LLC

Peak Medical Montana Operations, LLC

Peak Medical New Mexico No. 3, LLC

Peak Medical of Boise, LLC

Peak Medical of Colorado, LLC

Peak Medical of Idaho, LLC

Peak Medical of Utah, LLC

Peak Medical Roswell, LLC

Peak Medical, LLC

Name

Pine Tree Villa LLC

PM Oxygen Services, LLC

PROCARE ONE NURSES, LLC

Property Resource Holdings, LLC

Regency Health Services, LLC

Regency Nursing, LLC

Respiratory Health Services LLC

Rio 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

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