THE MERGER SECTION 2.1. THE MERGER............................................... 4 SECTION 2.2. EFFECTIVE TIME........................................... 4 SECTION 2.3. EFFECTS OF THE MERGER.................................... 4 SECTION 2.4. ARTICLES...Agreement and Plan of Merger • February 23rd, 1996 • Forum Group Inc • Services-social services • Delaware
LOAN AGREEMENT Dated as of September 1, 1995 by and among FGI FINANCING I CORPORATIONLoan Agreement • November 14th, 1995 • Forum Group Inc • Services-social services • New York
FORUM GROUP, INC., as Borrower CREDIT AGREEMENT Dated as of September 1, 1995 NOMURA ASSET CAPITAL CORPORATION,Credit Agreement • November 14th, 1995 • Forum Group Inc • Services-social services • New York
FORM OF INDEMNIFICATION AGREEMENTForm of Indemnification Agreement • October 16th, 1995 • Forum Group Inc • Services-social services • Indiana
OFFER TO PURCHASE FOR CASH ANY AND ALL OUTSTANDING PREFERRED DEPOSITARY UNITS REPRESENTING PREFERRED LIMITED PARTNERS' INTERESTS IN FORUM RETIREMENT PARTNERS, L.P. AT $2.83 NET PER PREFERRED DEPOSITARY UNIT BY FORUM GROUP, INC.Forum Group Inc • October 16th, 1995 • Services-social services
EXHIBIT 9 AGREEMENT AND IRREVOCABLE PROXY THIS AGREEMENT AND IRREVOCABLE PROXY (this "Agreement"), dated as of February 15, 1996, is by and among MARRIOTT INTERNATIONAL, INC., a Delaware corporation ("PARENT"), FG ACQUISITION CORP., an Indiana...Agreement and Irrevocable Proxy • February 23rd, 1996 • Forum Group Inc • Services-social services • Delaware
1. Certain Definitions. Capitalized terms used and not defined ------------------- herein have the respective meanings ascribed to them in the Merger Agreement. In addition, for purposes of this Agreement:Exhibit 11 • February 23rd, 1996 • Forum Group Inc • Services-social services • Delaware
EXHIBIT 8 FORUM GROUP, INC. As of October 3, 1995 Apollo Advisors, L.P. Apollo Investment Fund, L.P. Apollo FG Partners, L.P. 1999 Avenue of the Stars Los Angeles, CA 90067 Dear Sirs: Upon the occurrence of a Qualifying Transaction (as defined below),...Forum Group Inc • February 23rd, 1996 • Services-social services
EXHIBIT 7 FORUM GROUP, INC. As of October 3, 1995 Mr. Robert A. Whitman Investors GenPar, Inc. Forum Holdings, L.P. 4200 Texas Commerce Tower West 2200 Ross Avenue Dallas, Texas 75201 Dear Bob: Upon the occurrence of a Qualifying Transaction (as...Forum Group Inc • February 23rd, 1996 • Services-social services
