FORM OF GENESIS HEALTHCARE CORPORATION and STOCKTRANS, INC.Rights Agreement • November 6th, 2003 • Genesis Healthcare Corp • Services-skilled nursing care facilities • Pennsylvania
ARTICLE I ---------Limited Partnership Agreement • April 5th, 2004 • Genesis Healthcare Corp • Services-skilled nursing care facilities • Maryland
WITNESSETH ----------Employment Agreement • February 4th, 2004 • Genesis Healthcare Corp • Services-skilled nursing care facilities • Pennsylvania
EXHIBIT 10.1 GENESIS HEALTHCARE CORPORATION 2003 STOCK INCENTIVE PLAN RESTRICTED STOCK AGREEMENT -------------------------- An Award of Restricted Stock is hereby awarded on ________________ (the "Award Date") by Genesis HealthCare Corporation (the...Restricted Stock Agreement • November 22nd, 2004 • Genesis Healthcare Corp • Services-skilled nursing care facilities • Pennsylvania
INDENTUREIndenture • May 10th, 2005 • Genesis Healthcare Corp • Services-skilled nursing care facilities • New York
Exhibit 3-210 ----------------------------------------------------------------- --------------- ARTICLES OF GENERAL PARTNERSHIP AGREEMENT KNOW ALL MEN BY THESE PRESENTS that the undersigned do hereby make, constitute and declare themselves to be...Partnership Agreement • April 5th, 2004 • Genesis Healthcare Corp • Services-skilled nursing care facilities • New Hampshire
EXECUTION VERSION AMENDED AND RESTATED CREDIT, SECURITY, GUARANTY AND PLEDGE AGREEMENT DATED AS OF MARCH 2, 2005Credit Agreement • May 10th, 2005 • Genesis Healthcare Corp • Services-skilled nursing care facilities
FOURTH AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT AND CERTIFICATE OF LIMITED PARTNERSHIP o 4-13-89 at 10:08 amLimited Partnership Agreement • April 5th, 2004 • Genesis Healthcare Corp • Services-skilled nursing care facilities
Exhibit 10.8 EMPLOYMENT AGREEMENT This Employment Agreement (the "Agreement") is made as of this 25th day of November, 2003, by and between GENESIS HEALTHCARE CORPORATION, a Pennsylvania corporation (the "Company"), and GEORGE HAGER ("Executive") and...Employment Agreement • February 4th, 2004 • Genesis Healthcare Corp • Services-skilled nursing care facilities • Pennsylvania
andRights Agreement • November 18th, 2003 • Genesis Healthcare Corp • Services-skilled nursing care facilities • Pennsylvania
8% SENIOR SUBORDINATED NOTES DUE 2013Indenture • November 6th, 2003 • Genesis Healthcare Corp • Services-skilled nursing care facilities • New York
EXHIBIT 10.3Registration Rights Agreement • May 10th, 2005 • Genesis Healthcare Corp • Services-skilled nursing care facilities • New York
W I T N E S S E T HSupplemental Indenture • May 10th, 2005 • Genesis Healthcare Corp • Services-skilled nursing care facilities • New York
2.5% CONVERTIBLE SENIOR SUBORDINATED DEBENTURES DUE 2025Purchase Agreement • May 10th, 2005 • Genesis Healthcare Corp • Services-skilled nursing care facilities • New York
BACKGROUNDGeneral Partnership Agreement • April 5th, 2004 • Genesis Healthcare Corp • Services-skilled nursing care facilities
Exhibit 2.1 SEPARATION AND DISTRIBUTION AGREEMENT BY AND BETWEEN GENESIS HEALTH VENTURES, INC.,Separation and Distribution Agreement • November 6th, 2003 • Genesis Healthcare Corp • Services-skilled nursing care facilities • Pennsylvania
Exhibit 10.2 AMENDMENT NO. 1 (this "Amendment"), dated as of June 25, 2004, to the Credit, Security, Guaranty and Pledge Agreement dated as of December 1, 2003 (as the same may be amended from time to time, the "Credit Agreement"), among (i) GENESIS...Credit, Security, Guaranty and Pledge Agreement • August 11th, 2004 • Genesis Healthcare Corp • Services-skilled nursing care facilities • New York
Exhibit 99.1 FORM OF TAX SHARING AGREEMENT This TAX SHARING AGREEMENT (this "Agreement"), dated as of December 1, 2003, by and between Genesis Health Ventures, Inc., a Pennsylvania corporation (which is expected to be renamed "NeighborCare, Inc." in...Tax Sharing Agreement • December 9th, 2003 • Genesis Healthcare Corp • Services-skilled nursing care facilities
Form LP-1 RSA 304-B: 8 CERTIFICATE OF LIMITED PARTNERSHIPCertificate of Limited Partnership • April 5th, 2004 • Genesis Healthcare Corp • Services-skilled nursing care facilities
AGREEMENT OF INCORPORATION o I the undersigned agree to become a corporation by the name of o THE HOUSE OF CAMPBELL, INC. (1) o II. The principal Office or Place of Business of said Corporation will be located at (1) No 10o9 Murdoch Avenue in the city...Incorporation Agreement • April 5th, 2004 • Genesis Healthcare Corp • Services-skilled nursing care facilities
FORM OF EMPLOYEE BENEFITS AGREEMENTEmployee Benefits Agreement • December 9th, 2003 • Genesis Healthcare Corp • Services-skilled nursing care facilities • Delaware
Exhibit 10.15 VIA E-MAIL AND REGULAR MAIL --------------------------- Mr. Richard P. Blinn 67 Blossom Road Windham, NH 03087 As of July 15, 2003 Re: Employment Agreement Dear Dick: Reference is made to that certain letter agreement, dated July 15,...Employment Agreement • November 6th, 2003 • Genesis Healthcare Corp • Services-skilled nursing care facilities
among GENESIS HEALTHCARE CORPORATION as Borrower andCredit, Security, Guaranty and Pledge Agreement • December 9th, 2003 • Genesis Healthcare Corp • Services-skilled nursing care facilities
Exhibit 99.2 FORM OF TRANSITION SERVICES AGREEMENT, dated as of December 1, 2003 (this "Services Agreement"), among Genesis Health Ventures, Inc. (which is expected to be renamed "NeighborCare, Inc." in connection with the spin-off of its ElderCare...Transition Services Agreement • December 9th, 2003 • Genesis Healthcare Corp • Services-skilled nursing care facilities • Pennsylvania
SECOND SUPPLEMENTAL INDENTURESecond Supplemental Indenture • June 26th, 2007 • Genesis Healthcare Corp • Services-skilled nursing care facilities • New York
THIS SECOND SUPPLEMENTAL INDENTURE, dated as of June 20, 2007 (this “Supplemental Indenture”), is by and among Genesis HealthCare Corporation, a Pennsylvania corporation (the “Issuer”), the Subsidiary Guarantors signatory hereto, and The Bank of New York, as trustee (the “Trustee”).
Exhibit 10.2 FORM OF TRANSITION SERVICES AGREEMENT, dated as of October __, 2003 (this "Services Agreement"), among Genesis Health Ventures, Inc. (which is expected to be renamed "NeighborCare, Inc." in connection with the spin-off of its ElderCare...Transition Services Agreement • October 10th, 2003 • Genesis Healthcare Corp • Services-skilled nursing care facilities • Pennsylvania
FORM OFEmployee Benefits Agreement • October 10th, 2003 • Genesis Healthcare Corp • Services-skilled nursing care facilities • Delaware
FILED DEC 1 1995 IN THE OFFICE OF SECRETARY OF STATE WEST VIRGINIA RESTATED CERTIFICATE OF LIMITED PARTNERSHIP ------------------------------------------- We, the undersigned, desiring to continue existence as a limited partnership pursuant to the...Restated Certificate of Limited Partnership • April 5th, 2004 • Genesis Healthcare Corp • Services-skilled nursing care facilities
FC-GEN ACQUISITION, INC. 1035 Powers Place Alpharetta, GA 30004 May 1, 2007Merger Agreement • May 1st, 2007 • Genesis Healthcare Corp • Services-skilled nursing care facilities
Reference is made to the Agreement and Plan of Merger dated as of January 15, 2007, by and among FC-GEN Acquisition, Inc. (“Parent”), GEN Acquisition Corp. and Genesis HealthCare Corporation (the “Company”), as amended as of the date hereof (the Merger Agreement”). Unless otherwise specifically defined in this letter, each capitalized term used herein shall have the meaning assigned to such term in the Merger Agreement.
AGREEMENT AND PLAN OF MERGER BY AND BETWEEN FC-GEN ACQUISITION, INC. AND GENESIS HEALTHCARE CORPORATION* January 15, 2007Merger Agreement • January 18th, 2007 • Genesis Healthcare Corp • Services-skilled nursing care facilities • Pennsylvania
This AGREEMENT AND PLAN OF MERGER (as to be amended (the “Amendment”) to include a Pennsylvania corporation to be formed and wholly-owned by FC-Gen Acquisition, Inc. (“Merger Sub”), as a constituent party, this “Agreement”) is made and entered into as of January 15, 2007, by and between GENESIS HEALTHCARE CORPORATION, a Pennsylvania corporation (the “Company”) and FC-GEN ACQUISITION, INC., a Delaware corporation (“Parent”).
PRIVATE AND CONFIDENTIAL May 14, 2007 VIA E-MAIL Gregg Lemkau Managing Director Goldman, Sachs & Co. 85 Broad Street New York, NY 10004 Dear Gregg:Merger Agreement • May 16th, 2007 • Genesis Healthcare Corp • Services-skilled nursing care facilities
Fillmore Capital Partners, LLC on behalf of certain of its affiliates (“Fillmore”) hereby submits this proposal to acquire Genesis HealthCare Corporation (“the Company”).
Amendment No. 1 to Transition Services AgreementTransition Services Agreement • June 14th, 2005 • Genesis Healthcare Corp • Services-skilled nursing care facilities
As of December 1, 2003, Genesis HealthCare Corporation, a Pennsylvania corporation (“GHC”), and NeighborCare, Inc. f/k/a Genesis Health Ventures, Inc., a Pennsylvania corporation (“NeighborCare”), entered a Transition Services Agreement (“Agreement”).
MASTER AGREEMENT FOR SPECIALTY BEDS AND OXYGEN CONCENTRATORSMaster Agreement for Specialty Beds and Oxygen Concentrators • December 14th, 2006 • Genesis Healthcare Corp • Services-skilled nursing care facilities • Delaware
THIS AMENDED AND RESTATED MASTER AGREEMENT (the “Master Agreement”) is entered into as of July 1, 2006, between Genesis HealthCare Corporation, a Pennsylvania corporation (together with its Affiliates, “GHC”) and Omnicare, Inc., a Delaware corporation d/b/a Omnicare and Omnicare (together with its Affiliates, “Omnicare”).
Amendment No. 1 to Tax Sharing AgreementTax Sharing Agreement • June 14th, 2005 • Genesis Healthcare Corp • Services-skilled nursing care facilities
BACKGROUNDMaster Agreement for Pharmacy, Pharmacy Consulting and Related Products and Services • May 14th, 2004 • Genesis Healthcare Corp • Services-skilled nursing care facilities
