1 Exhibit 10.2 AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • December 31st, 1997 • Extendicare Health Services Inc • Delaware
RECITALSCredit Agreement • March 29th, 2000 • Extendicare Health Services Inc • Services-skilled nursing care facilities • New York
AMONGAsset Purchase Agreement • August 14th, 1998 • Extendicare Health Services Inc • Services-skilled nursing care facilities • Delaware
Issuer,Indenture • December 31st, 1997 • Extendicare Health Services Inc • New York
Exhibit 2.1 OPERATIONS TRANSFER AGREEMENTSublease Agreement • January 4th, 2002 • Extendicare Health Services Inc • Services-skilled nursing care facilities • Wisconsin
CREDIT AGREEMENTCredit Agreement • December 31st, 1997 • Extendicare Health Services Inc • New York
1 Exhibit 4.4 EXTENDICARE HEALTH SERVICES 9.35% SENIOR SUBORDINATED NOTES DUE 2007 REGISTRATION RIGHTS AGREEMENTExtendicare Health Services Inc • December 31st, 1997 • New York
THIRD AMENDED AND RESTATED CREDIT AGREEMENT among EXTENDICARE HOLDINGS, INC., EXTENDICARE HEALTH SERVICES, INC. as Borrower, The Several Lenders from Time to Time Parties Hereto, LEHMAN BROTHERS INC., as Arranger as Syndication Agent, GENERAL ELECTRIC...Credit Agreement • August 10th, 2005 • Extendicare Health Services Inc • Services-skilled nursing care facilities • New York
A Copy of Guarantee and Collateral Agreement B Form of Compliance Certificate C Form of Closing Certificate D-1 Form of Additional Mortgage D-2 Form of Mortgage Amendments E Form of Assignment and Acceptance F Form of Legal Opinion of Foley & Lardner G-1 Form of Revolving Credit Note G-2 Form of Swing Line Note G-3 Form of Term Loan Note H Form of Exemption Certificate I Form of Lender Addendum J Form of Borrowing Notice K Form of Consent and Confirmation L Form of New Lender Supplement M Form of Commitment Increase Supplement
1 EXHIBIT 10.6 THIRD AMENDMENT AND CONSENT AGREEMENT THIS THIRD AMENDMENT AND CONSENT AGREEMENT (this "Agreement"), dated as of August 11, 2000, is entered into by and among EXTENDICARE HEALTH SERVICES, INC., a Delaware corporation (the "Borrower"),...And Consent Agreement • March 26th, 2001 • Extendicare Health Services Inc • Services-skilled nursing care facilities • New York
PLAN OF MERGERPlan of Merger and Acquisition Agreement • November 9th, 2004 • Extendicare Health Services Inc • Services-skilled nursing care facilities • Nevada
This PLAN OF MERGER AND ACQUISITION AGREEMENT (this “Agreement”) is entered into as of November 4, 2004 by and among EXTENDICARE HEALTH SERVICES, INC., a Delaware corporation (the “Buyer”); ALPHA ACQUISITION, INC., a Nevada corporation and a wholly-owned subsidiary of the Buyer (“Alpha Acquisition”) having its principal office at 111 West Michigan Street, Milwaukee, Wisconsin 53203 (the Buyer and Alpha Acquisition are referred to herein collectively as the “Acquiring Companies” and individually as an “Acquiring Company”); and ASSISTED LIVING CONCEPTS, INC., a Nevada corporation (the “Company”) having its principal office at 1349 Empire Central, Suite 900, Dallas, Texas 75247. The Acquiring Companies and the Company are referred to collectively herein as the “Parties” and individually as a “Party.” Capitalized terms used herein shall have the meanings set forth therefor in Annex A.
SIXTH AMENDMENT THIS SIXTH AMENDMENT (this "Agreement"), dated as of December 29, 2000, is entered into by and among EXTENDICARE HEALTH SERVICES, INC., a Delaware corporation (the "Borrower"), each of the Persons identified as a "Guarantor" on the...Extendicare Health Services Inc • March 26th, 2001 • Services-skilled nursing care facilities • New York
RECITALS:Preferred Provider Agreement • March 29th, 2002 • Extendicare Health Services Inc • Services-skilled nursing care facilities • Delaware
SENIOR UNSUBORDINATED AND UNSECURED NOTESenior Unsubordinated and Unsecured Note • February 4th, 2005 • Extendicare Health Services Inc • Services-skilled nursing care facilities
FOR VALUE RECEIVED, the undersigned, Extendicare Health Services, Inc., a Delaware corporation, 111 West Michigan Street, Milwaukee, WI 53203-2903 (“Borrower”), promises to pay to the order of Extendicare Holdings, Inc., a Wisconsin corporation, 111 West Michigan Street, Milwaukee, WI 53203-2903 (“Lender”) or its assignee, the principal sum of $55,000,000.00, together with interest thereon as hereinafter provided.
MEMORANDUM OF UNDERSTANDINGMemorandum of Understanding • February 4th, 2005 • Extendicare Health Services Inc • Services-skilled nursing care facilities • New York
Now, therefore, taking the foregoing Background into account, and in consideration of the mutual covenants, agreements and conditions set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:
SECOND AMENDMENTSecond Amendment • February 4th, 2005 • Extendicare Health Services Inc • Services-skilled nursing care facilities • New York
SECOND AMENDMENT, dated as of January 28, 2005 (this “Amendment”), to the Second Amended and Restated Credit Agreement, dated as of April 22, 2004 (as amended, supplemented or otherwise modified, the “Credit Agreement”), among EXTENDICARE HOLDINGS, INC., a Wisconsin corporation (“Holdings”), EXTENDICARE HEALTH SERVICES, INC., a Delaware corporation (the “Borrower”), the several banks and other financial institutions or entities from time to time parties to the Credit Agreement, US BANK, NATIONAL ASSOCIATION, as syndication agent, GENERAL ELECTRIC CAPITAL CORPORATION, RESIDENTIAL FUNDING CORPORATION and LASALLE BANK NATIONAL ASSOCIATION, as co-documentation agents, and LEHMAN COMMERCIAL PAPER INC., as administrative agent (in such capacity, the “Administrative Agent”).
FIRST AMENDMENTFirst Amendment • February 4th, 2005 • Extendicare Health Services Inc • Services-skilled nursing care facilities • New York
FIRST AMENDMENT, dated as of November 2, 2004 (this “Amendment”), to the Second Amended and Restated Credit Agreement, dated as of April 22, 2004 (as amended, supplemented or otherwise modified, the “Credit Agreement”), among EXTENDICARE HOLDINGS, INC., a Wisconsin corporation (“Holdings”), EXTENDICARE HEALTH SERVICES, INC., a Delaware corporation (the “Borrower”), the several banks and other financial institutions or entities from time to time parties to the Credit Agreement, US BANK, NATIONAL ASSOCIATION, as syndication agent, GENERAL ELECTRIC CAPITAL CORPORATION, RESIDENTIAL FUNDING CORPORATION and LASALLE BANK NATIONAL ASSOCIATION, as co-documentation agents, and LEHMAN COMMERCIAL PAPER INC., as administrative agent (in such capacity, the “Administrative Agent”).
