DATED AS OF AUGUST 1, 1997 AMONG NCS HEALTHCARE, INC. AS BORROWER THE LENDING INSTITUTIONS NAMED THEREIN AS LENDERSCredit Agreement • September 12th, 1997 • NCS Healthcare Inc • Retail-drug stores and proprietary stores • Ohio
and NATIONAL CITY BANK, as Trustee INDENTUREIndenture • September 12th, 1997 • NCS Healthcare Inc • Retail-drug stores and proprietary stores • New York
Exhibit 10.2 VOTING AGREEMENT ---------------- This VOTING AGREEMENT (this "AGREEMENT"), dated as of July 28, 2002, is by and among Kevin B. Shaw (the "STOCKHOLDER"), NCS HealthCare, Inc., a Delaware corporation (the "COMPANY"), and Genesis Health...Voting Agreement • July 30th, 2002 • NCS Healthcare Inc • Retail-drug stores and proprietary stores • Delaware
This VOTING AGREEMENT (this "AGREEMENT"), dated as of July 28, 2002, is by and among Kevin B. Shaw (the "STOCKHOLDER"), NCS HealthCare, Inc., a Delaware corporation (the "COMPANY"), and Genesis Health Ventures, Inc., a Pennsylvania corporation ("PARENT").
DATED AS OF JUNE 1, 1998 AMONG NCS HEALTHCARE, INC. AS BORROWER THE LENDING INSTITUTIONS NAMED THEREIN AS LENDERSCredit Agreement • September 28th, 1998 • NCS Healthcare Inc • Retail-drug stores and proprietary stores • Ohio
OF THEAsset Purchase Agreement • June 15th, 1998 • NCS Healthcare Inc • Retail-drug stores and proprietary stores • Illinois
Exhibit 99.33 AGREEMENT AND PLAN OF MERGERMerger Agreement • December 18th, 2002 • NCS Healthcare Inc • Retail-drug stores and proprietary stores • Delaware
Exhibit 10.22 EMPLOYMENT AGREEMENT -------------------- THIS EMPLOYMENT AGREEMENT is entered into as of this 1st day of July, 2001, by and between NCS HEALTHCARE, INC., a Delaware corporation (the "Company"), and WILLIAM B. BYRUM, an individual...Employment Agreement • September 27th, 2001 • NCS Healthcare Inc • Retail-drug stores and proprietary stores • Ohio
WITNESSETH:Salary Continuation Agreement • August 20th, 2002 • NCS Healthcare Inc • Retail-drug stores and proprietary stores • Delaware
OFAsset Purchase Agreement • February 13th, 1998 • NCS Healthcare Inc • Retail-drug stores and proprietary stores • Delaware
1 Exhibit 4.12 REGISTRATION RIGHTS AGREEMENT Dated as of August 13, 1997 relating to up to $115,000,000 in Aggregate Principal Amount of 5-3/4% Convertible Senior Subordinated Debentures due 2004 by and between NCS HealthCare, Inc.Registration Rights Agreement • September 12th, 1997 • NCS Healthcare Inc • Retail-drug stores and proprietary stores • New York
Exhibit 2.1 =================================================================== ============= AGREEMENT AND PLAN OF MERGERMerger Agreement • July 30th, 2002 • NCS Healthcare Inc • Retail-drug stores and proprietary stores • Delaware
NCS HEALTHCARE, INC. AS BORROWER THE LENDERS NAMED HEREIN AS LENDERS NBD BANK NATIONAL CITY BANK AS CO-AGENTS AND KEYBANK NATIONAL ASSOCIATION AS A LENDER, THE SWING LINE LENDER, THE LETTER OF CREDIT ISSUER AND AS ADMINISTRATIVE AGENT AMENDMENT NO. 1...Credit Agreement • September 28th, 1998 • NCS Healthcare Inc • Retail-drug stores and proprietary stores • Ohio
September 10, 2002 Genesis Health Ventures, Inc. 101 East State Street Kennett Square, Pennsylvania 19348 Attention: George V. Hager, Jr. Gentlemen: Reference is made to the Agreement and Plan of Merger (the "Merger Agreement") dated as of July 28,...Merger Agreement • September 12th, 2002 • NCS Healthcare Inc • Retail-drug stores and proprietary stores
GUARANTEE AGREEMENTGuarantee Agreement • September 12th, 1997 • NCS Healthcare Inc • Retail-drug stores and proprietary stores • New York
1 Exhibit 1.1 NCS HEALTHCARE, INC. 5-3/4% Convertible Subordinated Debentures due 2004 PURCHASE AGREEMENT ------------------Purchase Agreement • September 12th, 1997 • NCS Healthcare Inc • Retail-drug stores and proprietary stores • New York
WITNESSETH:Salary Continuation Agreement • November 15th, 1999 • NCS Healthcare Inc • Retail-drug stores and proprietary stores • Delaware
Exhibit 15 RETENTION AND INDEMNIFICATION AGREEMENT THIS RETENTION AND INDEMNIFICATION AGREEMENT (this "Agreement") is entered into effective as of June 26, 2002, by and among (i) NCS Healthcare, Inc., a Delaware corporation (the "Company"), and (ii)...Retention and Indemnification Agreement • August 20th, 2002 • NCS Healthcare Inc • Retail-drug stores and proprietary stores • Delaware
WITNESSETH:Salary Continuation Agreement • November 14th, 2000 • NCS Healthcare Inc • Retail-drug stores and proprietary stores • Delaware
WITNESSETH:Salary Continuation Agreement • November 14th, 2000 • NCS Healthcare Inc • Retail-drug stores and proprietary stores • Delaware
WITNESSETH:Severance Benefit Plan • August 20th, 2002 • NCS Healthcare Inc • Retail-drug stores and proprietary stores
Exhibit 6 BINDING TERM SHEET AGREEMENT This Binding Term Sheet Agreement ("Binding Term Sheet"), dated as of July 28, 2002, is entered into by and among, Genesis Health Ventures, Inc., a Pennsylvania corporation ("Parent"), NCS HealthCare, Inc., a...Binding Term Sheet Agreement • August 20th, 2002 • NCS Healthcare Inc • Retail-drug stores and proprietary stores • Ohio
1 Exhibit 10.1 AMENDMENT NO. 2 TO CREDIT AGREEMENT THIS AMENDMENT NO. 1 TO CREDIT AGREEMENT, dated as of March 3, 1999 ("THIS AMENDMENT"), among the following: (i) NCS HEALTHCARE, INC., a Delaware corporation (herein, together with its successors and...Credit Agreement • May 17th, 1999 • NCS Healthcare Inc • Retail-drug stores and proprietary stores • Ohio
WITNESSETH:Salary Continuation Agreement • November 14th, 2000 • NCS Healthcare Inc • Retail-drug stores and proprietary stores • Delaware
Exhibit 7.6 AGREEMENT OF JOINT FILING Pursuant to Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned persons hereby agree to file with the Securities and Exchange Commission, the Statement on Schedule 13D...Agreement of Joint Filing • July 29th, 2002 • NCS Healthcare Inc • Retail-drug stores and proprietary stores
This Agreement may be executed in counterparts, each of which when so executed shall be deemed to be an original, and all of which together shall be deemed to constitute one and the same instrument.
