ARTICLE II REGISTRATION RIGHTSRegistration Rights Agreement • December 29th, 1998 • Mariner Post Acute Network Inc • Services-skilled nursing care facilities • Georgia
EXHIBIT 10.5 $210,000,000 TERM LOAN FACILITY CREDIT AGREEMENT by and among MARINER HEALTH GROUP, INC.Credit Agreement • February 16th, 1999 • Mariner Post Acute Network Inc • Services-skilled nursing care facilities • Pennsylvania
INDENTUREIndenture • March 15th, 2004 • Mariner Health Care Inc • Services-skilled nursing care facilities • New York
ACKNOWLEDGMENT AND AMENDMENT, dated as of August 16, 1999 (this "Acknowledgment and Amendment"), to the Credit Agreement, dated as of November ---------------------------- 4, 1997 (as amended by the First Amendment, dated as of July 8, 1998, the...Credit Agreement • January 24th, 2000 • Mariner Post Acute Network Inc • Services-skilled nursing care facilities • New York
BACKGROUNDManagement Agreement • August 23rd, 2002 • Mariner Health Care Inc • Services-skilled nursing care facilities • Georgia
EXHIBIT 10.20 EMPLOYMENT AGREEMENT This Employment Agreement (this "Agreement") dated as of December 4, 2002, is between Michael Boxer (the "Executive") and Mariner Health Care, Inc., a Delaware corporation (the "Company"). WHEREAS, the Company...Employment Agreement • January 24th, 2003 • Mariner Health Care Inc • Services-skilled nursing care facilities • Delaware
EXHIBIT 10.3 THIRD AMENDMENT TO PARTICIPATION AGREEMENTParticipation Agreement • May 17th, 1999 • Mariner Post Acute Network Inc • Services-skilled nursing care facilities • New York
AMONGMerger Agreement • July 2nd, 2004 • Mariner Health Care Inc • Services-skilled nursing care facilities • Delaware
AMONGMerger Agreement • May 8th, 1997 • Living Centers of America Inc • Services-skilled nursing care facilities • Delaware
INDENTUREIndenture • May 7th, 2002 • Mariner Post Acute Network Inc • Services-skilled nursing care facilities • Georgia
EXHIBIT 4.2 AMENDED AND RESTATED STOCKHOLDERS AGREEMENT AMENDED AND RESTATED STOCKHOLDERS AGREEMENT (the "Agreement"), dated as of November 4, 1997, amended as of April 13, 1998 and amended and restated as of November __, 1998 (the "Amended and...Stockholders Agreement • December 29th, 1998 • Mariner Post Acute Network Inc • Services-skilled nursing care facilities • Delaware
JOINT FILING AGREEMENTJoint Filing Agreement • May 23rd, 2002 • Mariner Health Care Inc • Services-skilled nursing care facilities
In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them a Statement on Schedule 13D (including amendments thereto) with regard to the Common Stock of Mariner Health Care, Inc., and further agree that this Joint Filing Agreement be included as an Exhibit to such joint filings. In evidence thereof, the undersigned, being duly authorized, hereby execute this Agreement as of May 23, 2002.
RECITALSAsset Purchase Agreement • November 14th, 2003 • Mariner Health Care Inc • Services-skilled nursing care facilities
EXHIBIT 10.59 AGREEMENT RESPECTING TERMINATION OF EMPLOYEE-EMPLOYER RELATIONSHIP THIS AGREEMENT Regarding Termination of Employee-Employer Relationship (this "Agreement") is made as of the 6th day of November, 1997, by and between PARAGON HEALTH...Termination Agreement • December 29th, 1997 • Paragon Health Network Inc • Services-skilled nursing care facilities • Texas
BackgroundLease • December 29th, 1997 • Paragon Health Network Inc • Services-skilled nursing care facilities
WITNESSETH:Settlement Agreement • August 14th, 2000 • Mariner Post Acute Network Inc • Services-skilled nursing care facilities • Massachusetts
Dated as of May 13, 2002 betweenWarrant Agreement • May 20th, 2002 • Mariner Health Care Inc • Services-skilled nursing care facilities • Delaware
GUARANTYGuaranty • December 29th, 1998 • Mariner Post Acute Network Inc • Services-skilled nursing care facilities • New York
275,000,000 9 1/2% Senior Subordinated Notes due 2007Purchase Agreement • December 29th, 1997 • Paragon Health Network Inc • Services-skilled nursing care facilities • New York
EXHIBIT 10.98 SECURITY AGREEMENT SECURITY AGREEMENT dated as of January 20, 2000 ("Agreement") among MARINER HEALTH GROUP, INC. ("MHG") and the OTHER BORROWERS (this and other capitalized terms used in this introduction and the recitals below are...Security Agreement • January 24th, 2000 • Mariner Post Acute Network Inc • Services-skilled nursing care facilities • New York
W I T N E S S E T H:Credit Agreement • May 17th, 1999 • Mariner Post Acute Network Inc • Services-skilled nursing care facilities • Pennsylvania
approval of the Board of Directors of the Company (the "Board"). The Executive shall also perform such other executive and administrative duties (consistent with the position of Chief Executive Officer) as may from time to time be authorized or...Employment Agreement • August 23rd, 2002 • Mariner Health Care Inc • Services-skilled nursing care facilities • Delaware
WITNESSETHSettlement Agreement • March 15th, 2004 • Mariner Health Care Inc • Services-skilled nursing care facilities • Georgia
EXHIBIT 10.94 EMPLOYMENT AGREEMENT Employment Agreement dated as of September 8, 1999 between Francis W. Cash (the "Executive") and Mariner Post-Acute Network, Inc., a Delaware corporation (the "Company"). WHEREAS, the Company desires to employ the...Employment Agreement • January 24th, 2000 • Mariner Post Acute Network Inc • Services-skilled nursing care facilities • Georgia
AMENDED AND RESTATED PLEDGE AGREEMENT (BORROWER PLEDGING STOCK) THIS AMENDED AND RESTATED PLEDGE AGREEMENT (the "Agreement"), dated as of December 23, 1998, is made and entered into by and between MARINER HEALTH GROUP, INC., a Delaware corporation...Pledge Agreement • December 29th, 1998 • Mariner Post Acute Network Inc • Services-skilled nursing care facilities • Pennsylvania
W I T N E S S E T H: -------------------Credit Agreement • May 17th, 1999 • Mariner Post Acute Network Inc • Services-skilled nursing care facilities • New York
RECITALS:Employment Agreement • May 15th, 1997 • Living Centers of America Inc • Services-skilled nursing care facilities • Texas
ARTICLE II. REPRESENTATION AND WARRANTIES OF THE COMPANYStockholders Agreement • June 19th, 1998 • Paragon Health Network Inc • Services-skilled nursing care facilities • Delaware
LEASE between FBTC LEASING CORP., as Lessor, and LIVING CENTERS HOLDING COMPANY as LesseeLease • December 29th, 1997 • Paragon Health Network Inc • Services-skilled nursing care facilities • New York
INDENTUREIndenture • April 19th, 2002 • Mariner Post Acute Network Inc • Services-skilled nursing care facilities • Georgia
EXHIBIT 2.1 FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER AMONG NATIONAL SENIOR CARE, INC., NCARE ACQUISITION CORP. AND MARINER HEALTH CARE, INC. This FIRST AMENDMENT TO THE AGREEMENT AND PLAN OF MERGER, dated as of October 21, 2004 (this "First...Agreement and Plan of Merger • October 22nd, 2004 • Mariner Health Care Inc • Services-skilled nursing care facilities
EXHIBIT 10.6 EMPLOYMENT AGREEMENT Employment Agreement dated as of April 13, 1998 between ARTHUR W. STRATTON, JR. (the "Executive") and PARAGON HEALTH NETWORK, INC., a Delaware corporation (the "Company"). WHEREAS, the Company desires to employ the...Employment Agreement • June 19th, 1998 • Paragon Health Network Inc • Services-skilled nursing care facilities • Georgia
EXHIBIT 10.6 FIRST AMENDMENT TO EMPLOYMENT AGREEMENT THIS FIRST AMENDMENT TO EMPLOYMENT AGREEMENT dated as of July 31, 1998, between KEITH B. PITTS (the "Executive") and PARAGON HEALTH NETWORK, INC., a Delaware corporation (the "Company"). W I T N E S...Employment Agreement • December 29th, 1998 • Mariner Post Acute Network Inc • Services-skilled nursing care facilities
amongCredit Agreement • December 29th, 1997 • Paragon Health Network Inc • Services-skilled nursing care facilities • New York
EXHIBIT 99.3 PARENT VOTING AGREEMENT VOTING AGREEMENT dated as of April 13, 1998 (this "Agreement") by and among Mariner Health Group, Inc., a Delaware corporation (the "Company"), and Apollo Management, L.P., Apollo Investment Fund III, L.P., Apollo...Voting Agreement • April 23rd, 1998 • Paragon Health Network Inc • Services-skilled nursing care facilities • Delaware
