EXHIBIT 4.6
SUPPLEMENTAL INDENTURE
SUPPLEMENTAL INDENTURE ("Supplemental Indenture"), dated as of January
20, 2004, among Somerset Ridge Limited Partnership, a Massachusetts limited
partnership "Somerset LP"), and Somerset Ridge General Partnership, a
Massachusetts general partnership ("Somerset GP"), each a subsidiary of Genesis
HealthCare Corporation (or its permitted successor), a Pennsylvania corporation
(the "Company"), the other Guarantors (as defined in the Indenture referred to
herein) party hereto and The Bank of New York, as trustee under the Indenture
referred to below (the "Trustee"). Each of Somerset LP and Somerset GP is
referred to herein as a "Guaranteeing Subsidiary."
W I T N E S S E T H
WHEREAS, the Company has heretofore executed and delivered to the
Trustee an indenture (the "Indenture"), dated as of October 28, 2003, providing
for the issuance of 8% Senior Subordinated Notes due 2013 (the "Notes");
WHEREAS, the Indenture provides that under certain circumstances each
Guaranteeing Subsidiary shall execute and deliver to the Trustee a supplemental
indenture pursuant to which such Guaranteeing Subsidiary shall unconditionally
Guarantee all of the Company's Obligations under the Notes and the Indenture on
the terms and conditions set forth herein (the "Subsidiary Guarantee");
WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee is
authorized to execute and deliver this Supplemental Indenture; and
WHEREAS, on December 1, 2003, upon consummation of the Spin-off, the
Guarantors set forth on Schedule I attached hereto were released from any
Obligations under the Notes and the Indenture and such Guarantors are no longer
parties to the Indenture (collectively, the "Released Guarantors").
NOW THEREFORE, in consideration of the foregoing and for other good and
valuable consideration, the receipt of which is hereby acknowledged, the parties
mutually covenant and agree for the equal and ratable benefit of the Holders of
the Notes as follows:
1. CAPITALIZED TERMS. Capitalized terms used herein without definition
shall have the meanings assigned to them in the Indenture.
2. AGREEMENT TO GUARANTEE. Each Guaranteeing Subsidiary hereby agrees
as follows:
(a) Along with all Guarantors named in the Indenture (other
than the Released Guarantors), to jointly and severally Guarantee to
each Holder of a Note authenticated and delivered by the Trustee and
to the Trustee and its successors and assigns, the Notes or the
obligations of the Company hereunder or thereunder, that:
(i) the principal of, and premium and Additional Interest,
if any, and interest on the Notes will be promptly paid in full when
due, whether at maturity, by acceleration, redemption or otherwise,
and interest on the overdue principal of and interest on the Notes,
if any, if lawful, and all other obligations of the Company to the
Holders or the Trustee hereunder or thereunder will be promptly paid
in full or performed, all in accordance with the terms hereof and
thereof; and
(ii) in case of any extension of time of payment or renewal
of any Notes or any of such other obligations, that same will be
promptly paid in full when due or performed in accordance with the
terms of the extension or renewal, whether at stated maturity, by
acceleration or otherwise. Failing payment when due of any amount so
Guaranteed or any performance so Guaranteed for whatever reason, the
Guarantors shall be jointly and severally obligated to pay the same
immediately.
(b) The obligations hereunder shall be unconditional,
irrespective of the validity, regularity or enforceability of the
Notes or the Indenture, the absence of any action to enforce the
same, any waiver or consent by any Holder of the Notes with respect
to any provisions hereof or thereof, the recovery of any judgment
against the Company, any action to enforce the same or any other
circumstance which might otherwise constitute a legal or equitable
discharge or defense of a Guarantor.
(c) The following is hereby waived: diligence, presentment,
demand of payment, filing of claims with a court in the event of
insolvency or bankruptcy of the Company, any right to require a
proceeding first against the Company, protest, notice and all
demands whatsoever.
(d) This Subsidiary Guarantee shall not be discharged except by
complete performance of the obligations contained in the Notes and
the Indenture, and the Guaranteeing Subsidiary accepts all
obligations of a Guarantor under the Indenture.
(e) If any Holder or the Trustee is required by any court or
otherwise to return to the Company, the Guarantors, or any
custodian, trustee, liquidator or other similar official acting in
relation to either the Company or the Guarantors, any amount paid by
either to the Trustee or such Holder, this Subsidiary Guarantee, to
the extent theretofore discharged, shall be reinstated in full force
and effect.
(f) The Guaranteeing Subsidiary shall not be entitled to any
right of subrogation in relation to the Holders in respect of any
obligations Guaranteed hereby until payment in full of all
obligations Guaranteed hereby.
(g) As between the Guarantors, on the one hand, and the Holders
and the Trustee, on the other hand, (x) the maturity of the
obligations Guaranteed hereby may be accelerated as provided in
Article 6 of the Indenture for the purposes of this Subsidiary
Guarantee, notwithstanding any stay, injunction or other prohibition
preventing such acceleration in respect of the obligations
Guaranteed hereby, and (y) in the event of any declaration of
acceleration of such obligations as provided in Article 6 of the
Indenture, such obligations (whether or not due and payable) shall
forthwith become due and payable by the Guarantors for the purpose
of this Subsidiary Guarantee.
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(h) The Guarantors shall have the right to seek contribution
from any non-paying Guarantor so long as the exercise of such right
does not impair the rights of the Holders under the Subsidiary
Guarantee.
(i) Pursuant to Section 10.02 of the Indenture, after giving
effect to any maximum amount and all other contingent and fixed
liabilities that are relevant under any applicable Bankruptcy or
fraudulent conveyance laws, and after giving effect to any
collections from, rights to receive contribution from or payments
made by or on behalf of any other Guarantor in respect of the
obligations of such other Guarantor under Article 10 of the
Indenture, this new Subsidiary Guarantee shall be limited to the
maximum amount permissible such that the obligations of such
Guarantor under this Subsidiary Guarantee will not constitute a
fraudulent transfer or conveyance.
3. EXECUTION AND DELIVERY. Each Guaranteeing Subsidiary agrees that the
Subsidiary Guarantees shall remain in full force and effect notwithstanding any
failure to endorse on each Note a notation of such Subsidiary Guarantee.
4. GUARANTEEING SUBSIDIARY mAY CONSOLIDATE, eTC. ON CERTAIN TERMS.
(a) Each Guaranteeing Subsidiary may not sell or otherwise
dispose of all substantially all of its assets to, or consolidate
with or merge with or into (whether or not such Guarantor is the
surviving Person) another Person, other than the Company or another
Guarantor unless:
(i) immediately after giving effect to such transaction, no
Default or Event of Default exists; and
(ii) either (A) subject to Sections 10.04 and 10.05 of the
Indenture, the Person acquiring the property in any such sale or
disposition or the Person formed by or surviving any such
consolidation or merger unconditionally assumes all the obligations
of that Guarantor, pursuant to a supplemental indenture in form and
substance reasonably satisfactory to the Trustee, under the Notes,
the Indenture and the Subsidiary Guarantee on the terms set forth
herein or therein; or (B) the Net Proceeds of such sale or other
disposition are applied in accordance with the applicable provisions
of the Indenture, including without limitation, Section 4.10
thereof.
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(b) In case of any such consolidation, merger, sale or
conveyance and upon the assumption by the successor Person, by
supplemental indenture, executed and delivered to the Trustee and
satisfactory in form to the Trustee, of the Subsidiary Guarantee
endorsed upon the Notes and the due and punctual performance of all
of the covenants and conditions of the Indenture to be performed by
the Guarantor, such successor Person shall succeed to and be
substituted for the Guarantor with the same effect as if it had been
named herein as a Guarantor. Such successor Person thereupon may
cause to be signed any or all of the Subsidiary Guarantees to be
endorsed upon all of the Notes issuable under the Indenture which
theretofore shall not have been signed by the Company and delivered
to the Trustee. All the Subsidiary Guarantees so issued shall in all
respects have the same legal rank and benefit under the Indenture as
the Subsidiary Guarantees theretofore and thereafter issued in
accordance with the terms of the Indenture as though all of such
Subsidiary Guarantees had been issued at the date of the execution
hereof.
(c) Except as set forth in Articles 4 and 5 and Section 10.05
of Article 10 of the Indenture, and notwithstanding clauses (a) and
(b) above, nothing contained in the Indenture or in any of the Notes
shall prevent any consolidation or merger of a Guarantor with or
into the Company or another Guarantor, or shall prevent any sale or
conveyance of the property of a Guarantor as an entirety or
substantially as an entirety to the Company or another Guarantor.
5. RELEASES.
(a) In the event of any sale or other disposition of all or
substantially all of the assets of any Guarantor, by way of merger,
consolidation or otherwise, or a sale or other disposition of all of
the Capital Stock of any Guarantor, in each case to a Person that is
not (either before or after giving effect to such transaction) a
Subsidiary of the Company, then such Guarantor (in the event of a
sale or other disposition, by way of merger, consolidation or
otherwise, of all of the Capital Stock of such Guarantor) or the
corporation acquiring the property (in the event of a sale or other
disposition of all or substantially all of the assets of such
Guarantor) shall be released and relieved of any obligations under
its Subsidiary Guarantee; provided that the Net Proceeds of such
sale or other disposition are applied in accordance with the
applicable provisions of the Indenture, including without limitation
Section 4.10 of the Indenture. Upon delivery by the Company to the
Trustee of an Officers' Certificate and an Opinion of Counsel to the
effect that such sale or other disposition was made by the Company
in accordance with the provisions of the Indenture, including
without limitation Section 4.10 of the Indenture, the Trustee shall
execute any documents reasonably required in order to evidence the
release of any Guarantor from its obligations under its Subsidiary
Guarantee.
(b) If the Company designates any Restricted Subsidiary that is
a Guarantor as an Unrestricted Subsidiary in accordance with Section
4.18 of the Indenture, then such Guarantor shall be released and
relieved of any Obligations under its Subsidiary Guarantee in
accordance with the provisions of the Indenture.
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(c) Upon the full and unconditional release of a Guarantee by a
Subsidiary under all then outstanding Credit Facilities, then such
Guarantor shall be released and relieved of any Obligations under
its Subsidiary Guarantee in accordance with the provisions of the
Indenture; provided, however, that in the event that any such
Subsidiary thereafter Guarantees any Indebtedness of the Company
under any Credit Facility (or if any released Guarantee under any
Credit Facility is reinstated or renewed), then such Subsidiary
shall be required to be a Guarantor by executing a supplemental
indenture and providing the Trustee with an Officer's Certificate
and an Opinion of Counsel.
(d) Any Guarantor not released from its obligations under its
Subsidiary Guarantee shall remain liable for the full amount of
principal of and interest on the Notes and for the other obligations
of any Guarantor under the Indenture as provided in Article 10 of
the Indenture.
6. SUBORDINATION. The Notes and the Subsidiary Guarantees are
subordinated to Senior Debt, as defined in the Indenture. To the extent provided
in the Indenture, Senior Debt must be paid before the Notes may be paid. Each of
the Company and the Guarantors agrees, and each Holder by accepting a Note and a
Subsidiary Guarantee agrees, to the subordination provisions contained in the
Indenture.
7. NO RECOURSE AGAINST OTHERS. No past, present or future director,
officer, employee, incorporator, shareholder of a Guaranteeing Subsidiary, as
such, shall have any liability for any obligations of the Company or the
Guaranteeing Subsidiary under the Notes, any Subsidiary Guarantees, the
Indenture or this Supplemental Indenture or for any claim based on, in respect
of, or by reason of, such obligations or their creation. Each Holder of the
Notes by accepting a Note waives and releases all such liability. The waiver and
release are part of the consideration for issuance of the Notes. Such waiver may
not be effective to waive liabilities under the federal securities laws.
8. NEW YORK LAW TO GOVERN. THIS SUPPLEMENTAL INDENTURE AND THE RIGHTS
AND DUTIES OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.
9. COUNTERPARTS. The parties may sign any number of copies of this
Supplemental Indenture. Each signed copy shall be an original, but all of them
together represent the same agreement.
10. EFFECT OF HEADINGS. The Section headings herein are for convenience
only and shall not affect the construction hereof.
11. THE TRUSTEE. The Trustee shall not be responsible in any manner
whatsoever for or in respect of the validity or sufficiency of this Supplemental
Indenture or for or in respect of the recitals contained herein, all of which
recitals are made solely by each Guaranteeing Subsidiary and the Company.
-SIGNATURES ON FOLLOWING PAGES-
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IN WITNESS WHEREOF, the parties hereto have caused this Supplemental
Indenture to be duly executed, all as of the date first above written.
Dated: January 20, 0000
XXXXXXXX XXXXX LIMITED PARTNERSHIP
By: Somerset Ridge LLC,
its General Partner
By: Somerset Ridge General Partnership,
its Sole Manager
By: The Somerset Partnership Holding
Company, Inc., its General Partner
By: /s/ Xxxxx X. XxXxxx
-------------------
Xxxxx X. XxXxxx
Chief Financial Officer
By: Solomont Family Fall River Venture,
Inc., its General Partner
By: /s/ Xxxxx X. XxXxxx
-------------------
Xxxxx X. XxXxxx
Chief Financial Officer
SOMERSET RIDGE GENERAL PARTNERSHIP
By: The Somerset Partnership Holding Company, Inc.,
its General Partner
By: /s/ Xxxxx X. XxXxxx
-------------------
Xxxxx X. XxXxxx
Chief Financial Officer
By: Solomont Family Fall River Venture, Inc.,
its General Partner
By: /s/ Xxxxx X. XxXxxx
-------------------
Xxxxx X. XxXxxx
Chief Financial Officer
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GENESIS HEALTHCARE CORPORATION
By: /s/ Xxxxx X. XxXxxx
-------------------
Xxxxx X. XxXxxx
Chief Financial Officer
GUARANTORS:
ACADEMY NURSING HOME, INC.
ADS APPLE VALLEY, INC.
ADS CONSULTING, INC.
ADS DANVERS ALF, INC.
ADS DARTMOUTH ALF, INC.
ADS HINGHAM ALF, INC.
ADS HINGHAM NURSING FACILITY, INC.
ADS HOME HEALTH, INC.
ADS MANAGEMENT, INC.
ADS PALM CHELMSFORD, INC.
ADS RECUPERATIVE CENTER, INC.
ADS RESERVOIR WALTHAM, INC.
ADS SENIOR HOUSING, INC.
ADS/MULTICARE, INC.
ANR, INC.
APPLEWOOD HEALTH RESOURCES, INC.
ASL, INC.
BERKS NURSING HOMES, INC.
BRIGHTWOOD PROPERTY, INC.
[SIGNATURE PAGE TO SUPPLEMENTAL INDENTURE DATED JANUARY 20, 2004]
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BRINTON MANOR, INC.
BURLINGTON XXXXX CONVALESCENT
CENTER, INC.
CAREFLEET, INC.
CENTURY CARE MANAGEMENT, INC.
CHATEAU VILLAGE HEALTH RESOURCES, INC.
CHELTENHAM LTC MANAGEMENT, INC.
CHG INVESTMENT CORP., INC
CHNR-I, INC.
COLONIAL HALL HEALTH RESOURCES, INC.
CONCORD HEALTH GROUP, INC.
CONCORD SERVICE CORPORATION
CRESTVIEW CONVALESCENT HOME, INC.
CRESTVIEW NORTH, INC.
CRYSTAL CITY NURSING CENTER, INC.
CVNR, INC.
XXXX VIEW MANOR, INC.
DELM NURSING, INC.
DERBY NURSING CENTER CORPORATION
XXXXX XXXXXX AND ASSOCIATES, INC.
DOVER HEALTHCARE ASSOCIATES, INC.
ELDERCARE RESOURCES CORP.
ELMWOOD HEALTH RESOURCES, INC.
ENCARE OF PENNYPACK, INC.
[SIGNATURE PAGE TO SUPPLEMENTAL INDENTURE DATED JANUARY 20, 2004]
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ENCARE OF QUAKERTOWN, INC.
ENCARE OF WYNCOTE, INC.
ENR, INC.
GENESIS ELDERCARE CENTERS - BELVEDERE,
INC.
GENESIS ELDERCARE CENTERS - CHAPEL
MANOR, INC.
GENESIS ELDERCARE CENTERS - XXXXXXX,
INC.
GENESIS ELDERCARE CENTERS - PENNSBURG,
INC.
GENESIS ELDERCARE CORP.
GENESIS ELDERCARE DIAGNOSTIC SERVICES,
INC.
GENESIS ELDERCARE HOME CARE SERVICES,
INC.
GENESIS ELDERCARE HOSPITALITY
SERVICES, INC.
GENESIS ELDERCARE LIVING FACILITIES,
INC.
GENESIS ELDERCARE NATIONAL CENTERS,
INC.
GENESIS ELDERCARE NETWORK SERVICES OF
MASSACHUSETTS, INC.
GENESIS ELDERCARE NETWORK SERVICES,
INC.
GENESIS ELDERCARE PARTNERSHIP CENTERS,
INC.
GENESIS ELDERCARE PHYSICIAN SERVICES,
INC.
GENESIS ELDERCARE PROPERTIES, INC.
GENESIS ELDERCARE REHABILITATION
SERVICES, INC.
[SIGNATURE PAGE TO SUPPLEMENTAL INDENTURE DATED JANUARY 20, 2004]
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GENESIS ELDERCARE STAFFING SERVICES,
INC.
GENESIS ELDERCARE TRANSPORTATION
SERVICES, INC.
GENESIS HEALTH VENTURES OF ARLINGTON,
INC.
GENESIS HEALTH VENTURES OF BLOOMFIELD,
INC.
GENESIS HEALTH VENTURES OF CLARKS
SUMMIT, INC.
GENESIS HEALTH VENTURES OF INDIANA,
INC.
GENESIS HEALTH VENTURES OF XXXXXX,
INC.
GENESIS HEALTH VENTURES OF
MASSACHUSETTS, INC.
GENESIS HEALTH VENTURES OF NAUGATUCK,
INC.
GENESIS HEALTH VENTURES OF NEW
GARDEN, INC.
GENESIS HEALTH VENTURES OF POINT
PLEASANT, INC.
GENESIS HEALTH VENTURES OF SALISBURY,
INC.
GENESIS HEALTH VENTURES OF XXXXX, INC.
GENESIS HEALTH VENTURES OF WEST
VIRGINIA, INC.
GENESIS HEALTH VENTURES OF XXXXXX-
XXXXX, INC.
GENESIS HEALTH VENTURES OF WINDSOR,
INC.
GENESIS HEALTHCARE CENTERS HOLDINGS,
INC.
[SIGNATURE PAGE TO SUPPLEMENTAL INDENTURE DATED JANUARY 20, 2004]
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GENESIS HEALTHCARE HOLDING COMPANY I,
INC. (F/K/A CONCORD HEALTHCARE
CORPORATION)
GENESIS HEALTHCARE HOLDING COMPANY II
GENESIS IMMEDIATE MED CENTER, INC.
GENESIS PROPERTIES OF DELAWARE
CORPORATION
GENESIS SELECTCARE CORP.
GENESIS/VNA PARTNERSHIP HOLDING
COMPANY, INC.
GERIATRIC & MEDICAL COMPANIES, INC.
GERIATRIC AND MEDICAL SERVICES, INC.
GERIATRIC AND MEDICAL INVESTMENTS
CORPORATION
GERIMED CORP.
GHV at SALISBURY CENTER, INC.
GLENMARK ASSOCIATES - XXXX VIEW
MANOR, INC.
GLENMARK ASSOCIATES, INC.
GLENMARK PROPERTIES, INC.
GMA - BRIGHTWOOD, INC.
GMA - MADISON, INC.
GMA - UNIONTOWN, INC.
GMA PARTNERSHIP HOLDING COMPANY, INC.
GMC LEASING CORPORATION
GMC - LTC MANAGEMENT, INC.
GMS INSURANCE SERVICES, INC.
[SIGNATURE PAGE TO SUPPLEMENTAL INDENTURE DATED JANUARY 20, 2004]
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GOVERNOR'S HOUSE NURSING HOME, INC.
HEALTH RESOURCES OF ACADEMY MANOR,
INC.
HEALTH RESOURCES OF XXXXXXXX, INC.
HEALTH RESOURCES OF BROOKLYN, INC.
HEALTH RESOURCES OF CEDAR GROVE, INC.
HEALTH RESOURCES OF CINNAMINSON, INC.
HEALTH RESOURCES OF COLCHESTER, INC.
HEALTH RESOURCES OF COLUMBUS, INC.
HEALTH RESOURCES OF CUMBERLAND, INC.
HEALTH RESOURCES OF ENGLEWOOD, INC.
HEALTH RESOURCES OF XXXXX, INC.
HEALTH RESOURCES OF FARMINGTON, INC.
HEALTH RESOURCES OF XXXXXXX, INC.
HEALTH RESOURCES OF GLASTONBURY, INC.
HEALTH RESOURCES OF GROTON, INC.
HEALTH RESOURCES OF LAKEVIEW, INC.
HEALTH RESOURCES OF LEMONT, INC.
HEALTH RESOURCES OF XXXXXXXX, INC.
HEALTH RESOURCES OF MIDDLETOWN (RI),
INC.
HEALTH RESOURCES OF MORRISTOWN, INC.
HEALTH RESOURCES OF NORTH ANDOVER,
INC.
HEALTH RESOURCES OF ROCKVILLE, INC.
HEALTH RESOURCES OF SOLOMONT/
BROOKLINE, INC.
[SIGNATURE PAGE TO SUPPLEMENTAL INDENTURE DATED JANUARY 20, 2004]
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HEALTH RESOURCES OF XXXX HILLS, INC.
HEALTH RESOURCES OF WALLINGFORD, INC.
HEALTH RESOURCES OF WARWICK, INC.
HEALTH RESOURCES OF WESTWOOD, INC.
HEALTHCARE RESOURCES CORP.
HELSTAT, INC.
HILLTOP HEALTH CARE CENTER, INC.
HMNH REALTY, INC.
HNCA, INC.
HORIZON ASSOCIATES, INC.
HORIZON MOBILE, INC.
HORIZON REHABILITATION, INC.
HR OF CHARLESTON, INC.
HRWV HUNTINGTON, INC.
INNOVATIVE HEALTH CARE MARKETING, INC.
KEYSTONE NURSING HOME, INC.
KNOLLWOOD MANOR, INC.
KNOLLWOOD NURSING HOME, INC.
LAKE MANOR, INC.
LAKEWOOD HEALTH RESOURCES, INC.
LAUREL HEALTH RESOURCES, INC.
LEHIGH NURSING HOMES, INC.
LIFE SUPPORT MEDICAL EQUIPMENT, INC.
[SIGNATURE PAGE TO SUPPLEMENTAL INDENTURE DATED JANUARY 20, 2004]
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LIFE SUPPORT MEDICAL, INC.
LRC HOLDING COMPANY
LWNR, INC.
MABRI CONVALESCENT CENTER, INC.
MANOR MANAGEMENT CORPORATION OF
GEORGIAN MANOR, INC.
MARLINTON PARTNERSHIP HOLDING
COMPANY, INC.
MARLINTON ASSOCIATES, INC.
XXXXXXXX HEALTH CARE CENTER - CONCORD
INC.
XXXXXXXX HEALTH CARE CENTERS, INC.
MERIDIAN HEALTH, INC.
MERIDIAN HEALTHCARE INVESTMENTS, INC.
MERIDIAN HEALTHCARE, INC.
MHNR, INC.
MNR, INC.
XXXXXXXXXX NURSING HOMES, INC.
MULTICARE AMC, INC.
NURSING AND RETIREMENT CENTER OF THE
ANDOVERS, INC.
OAK HILL HEALTH CARE CENTER
PHC OPERATING CORP.
PHILADELPHIA AVENUE CORPORATION
POCAHONTAS CONTINUOUS CARE CENTER,
INC.
[SIGNATURE PAGE TO SUPPLEMENTAL INDENTURE DATED JANUARY 20, 2004]
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PRESCOTT NURSING HOME, INC.
PROSPECT PARK LTC MANAGEMENT, INC.
PROVIDENCE FUNDING CORPORATION
PROVIDENCE HEALTH CARE, INC.
REST HAVEN NURSING HOME, INC.
RHS MEMBERSHIP INTEREST HOLDING
COMPANY
RIDGELAND HEALTH RESOURCES, INC.
RIVERSHORES HEALTH RESOURCES, INC.
RLNR, INC.
ROSE HEALTHCARE, INC.
ROSE VIEW MANOR, INC.
RSNR, INC.
RVNR, INC.
S.T.B. INVESTORS, LTD
SCHUYLKILL NURSING HOMES, INC.
SENIOR LIVING VENTURES, INC.
SENIOR SOURCE, INC.
SNOW VALLEY HEALTH RESOURCES, INC.
SOLOMONT FAMILY MEDFORD VENTURE, INC.
XXXXXXXX CONVALESCENT CENTER, INC.
STATE STREET ASSOCIATES, INC.
SVNR, INC.
THE ADS GROUP, INC.
[SIGNATURE PAGE TO SUPPLEMENTAL INDENTURE DATED JANUARY 20, 2004]
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THE APPLE VALLEY PARTNERSHIP HOLDING
COMPANY, INC.
THE ASSISTED LIVING ASSOCIATES OF
BERKSHIRE, INC.
THE ASSISTED LIVING ASSOCIATES OF
LEHIGH, INC.
THE ASSISTED LIVING ASSOCIATES OF
SANATOGA, INC.
THE HOUSE OF XXXXXXXX, INC.
THE MULTICARE COMPANIES, INC.
TMC ACQUISITION CORP.
TRI STATE MOBILE MEDICAL SERVICES,
INC.
VALLEY MEDICAL SERVICES, INC.
VALLEY TRANSPORT AMBULANCE SERVICE,
INC.
VERSALINK, INC.
VILLAS REALTY & INVESTMENTS, INC.
WALNUT LTC MANAGEMENT, INC.
WAYSIDE NURSING HOME, INC.
XXXXXXXXXX AMBULANCE SERVICE, INC.
WEST PHILA. LTC MANAGEMENT, INC.
WESTFORD NURSING AND RETIREMENT
CENTER, INC.
WILLOW MANOR NURSING HOME, INC.
WYNCOTE HEALTHCARE CORP.
YE OLDE AMBULANCE COMPANY, INC.
YORK LTC MANAGEMENT, INC.
[SIGNATURE PAGE TO SUPPLEMENTAL INDENTURE DATED JANUARY 20, 2004]
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By: /s/ Xxxxx X. XxXxxx
-------------------
Xxxxx X. XxXxxx
Chief Financial Officer of each of the
foregoing entities
ADS APPLE VALLEY LIMITED PARTNERSHIP, by
ADS Apple Valley, Inc., its General Partner
ADS HINGHAM LIMITED PARTNERSHIP, by ADS
Hingham Nursing Facility, Inc., its General
Partner
ADS RECUPERATIVE CENTER LIMITED PARTNERSHIP,
by ADS Recuperative Center, Inc., its
General Partner
BREVARD MERIDIAN LIMITED PARTNERSHIP, by
Meridian Healthcare, Inc., its General
Partner
CARE HAVEN ASSOCIATES LIMITED PARTNERSHIP,
by Glenmark Associates, Inc. and GMA
Partnership Holding Company, Inc., its
General Partners
CATONSVILLE MERIDIAN LIMITED PARTNERSHIP, by
Meridian Health, Inc. and Meridian
Healthcare, Inc., its General Partners
CUMBERLAND ASSOCIATES OF RHODE ISLAND, L.P.,
by Health Resources of Cumberland, Inc., its
General Partner
EASTON MERIDIAN LIMITED PARTNERSHIP, by
Meridian Health, Inc. and Meridian
Healthcare, Inc., its General Partners
EDELLA STREET ASSOCIATES, by Genesis Health
Ventures of Clarks Summit, Inc., its General
Partner
GENESIS ELDERCARE CENTERS I, L.P., by
Genesis Eldercare Partnership Centers, Inc.,
its General Partner
GENESIS ELDERCARE CENTERS II, L.P., by
Genesis Eldercare Partnership Centers, Inc.,
its General Partner
[SIGNATURE PAGE TO SUPPLEMENTAL INDENTURE DATED JANUARY 20, 2004]
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GENESIS ELDERCARE CENTERS III, L.P., by
Genesis Eldercare Partnership Centers, Inc.,
its General Partner
GENESIS HEALTH VENTURES OF WEST VIRGINIA,
LIMITED PARTNERSHIP, by Meridian Healthcare,
Inc. and Meridian Health, Inc., its General
Partners
GENESIS PROPERTIES LIMITED PARTNERSHIP, by
Genesis Health Ventures of Arlington, Inc.,
its General Partner
GENESIS PROPERTIES OF DELAWARE LTD.
PARTNERSHIP, L.P., by Genesis Properties of
Delaware Corporation, its General Partner
GLENMARK PROPERTIES I, LIMITED PARTNERSHIP,
by Glenmark Associates, Inc. and GMA
Partnership Holding Company, Inc., its
General Partners
GREENSPRING MERIDIAN LIMITED PARTNERSHIP, by
Meridian Healthcare, Inc., its General
Partner
GROTON ASSOCIATES OF CONNECTICUT, L.P., by
Health Resources of Groton, Inc., its
General Partner
XXXXXXXX XXXX MERIDIAN LIMITED PARTNERSHIP,
by Meridian Healthcare, Inc. and Meridian
Health, Inc., its General Partners
XXXXXXXX HEALTH FACILITIES, by Meridian
Health, Inc., and Meridian Healthcare, Inc.,
its General Partners
XXXXXXXX HEALTH CARE CENTER - CONCORD
LIMITED PARTNERSHIP, by XxXxxxxx Health Care
Center - Concord, Inc., its General Partner
MERIDIAN EDGEWOOD LIMITED PARTNERSHIP, by
Meridian Healthcare, Inc., its General
Partner
MERIDIAN PERRING LIMITED PARTNERSHIP, by
Meridian Healthcare, Inc., its General
Partner
MERIDIAN VALLEY LIMITED PARTNERSHIP, by
Meridian Healthcare, Inc., its General
Partner
[SIGNATURE PAGE TO SUPPLEMENTAL INDENTURE DATED JANUARY 20, 2004]
18
MERIDIAN VALLEY VIEW LIMITED PARTNERSHIP, by
Meridian Healthcare, Inc., its General
Partner
MERIDIAN/CONSTELLATION LIMITED PARTNERSHIP,
by Meridian Healthcare, Inc. and Meridian
Health Inc., its General Partners
MIDDLETOWN (RI) ASSOCIATES OF RHODE ISLAND,
L.P., by Health Resources of Middletown
(R.I.), Inc., its General Partner
MILLVILLE MERIDIAN LIMITED PARTNERSHIP, by
Meridian Healthcare, Inc., its General
Partner
NORRISTOWN NURSING AND REHABILITATION CENTER
ASSOCIATES, L.P., by GMC-LTC Management,
Inc., its General Partner
NORTH CAPE CONVALESCENT CENTER ASSOCIATES,
L.P., by Geriatric and Medical Services,
Inc., its General Partner
PHILADELPHIA AVENUE ASSOCIATES, by
Philadelphia Avenue Corporation, its General
Partner
POINT PLEASANT HAVEN LIMITED PARTNERSHIP, by
Glenmark Associates, Inc., its General
Partner
RALEIGH MANOR LIMITED PARTNERSHIP, by
Glenmark Associates, Inc., its General
Partner
RIVER STREET ASSOCIATES, by Genesis Health
Ventures of Xxxxxx-Xxxxx, Inc., its General
Partner
ROMNEY HEALTH CARE CENTER LTD., LIMITED
PARTNERSHIP, by Glenmark Associates, Inc.,
its General Partner
SEMINOLE MERIDIAN LIMITED PARTNERSHIP, by
Meridian Health, Inc., its General Partner
SISTERVILLE HAVEN LIMITED PARTNERSHIP, by
Glenmark Associates, Inc., its General
Partner
[SIGNATURE PAGE TO SUPPLEMENTAL INDENTURE DATED JANUARY 20, 2004]
00
XXXXX XXXXXX ASSOCIATES, L.P., by State
Street Associates, Inc., its General Partner
TEAYS VALLEY HAVEN LIMITED PARTNERSHIP, by
Glenmark Associates, Inc., its General
Partner
THE XXXXXXX GROUP - XXXXXXX HOUSE, L.P., by
Encare of Wyncote, Inc., its General Partner
THE XXXXXX GROUP - QUAKERTOWN MANOR, L.P.,
by Encare of Quakertown, Inc., its General
Partner
THERAPY CARE SYSTEMS, L.P., Genesis
ElderCare Rehabilitation Services, Inc., its
General Partner
WALLINGFORD ASSOCIATES OF CONNECTICUT, L.P.,
by Health Resources of Wallingford, Inc.,
its General Partner
VOLUSIA MERIDIAN LIMITED PARTNERSHIP, by
Meridian Health, Inc., its General Partner
WARWICK ASSOCIATES OF RHODE ISLAND, L.P., by
Health Resources of Warwick, Inc., its
General Partner
By: /s/ Xxxxx X. XxXxxx
-------------------
Xxxxx X. XxXxxx
Chief Financial officer of the
respective General Partners of each of
the foregoing entities
XXXXX XXXXX ASSOCIATES OF NEW JERSEY, L.P.,
by Encare of Mendham, L.L.C., its General
Partner
MERCERVILLE ASSOCIATES OF NEW JERSEY, L.P.,
by Breyut Convalescent Center, L.L.C., its
General Partner
POMPTON ASSOCIATES L.P., by Pompton Care
L.L.C., its General Partner
THE XXXXXX GROUP - OLD BRIDGE, L.P., by
Health Resources of Xxxxx, L.L.C., its
General Partner
[SIGNATURE PAGE TO SUPPLEMENTAL INDENTURE DATED JANUARY 20, 2004]
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THE XXXXXX GROUP - RIDGEWOOD, L.P., by
Health Resources of Ridgewood, L.L.C., its
General Partner
By: Century Care Management, Inc., the
manager of the respective General
Partners of each of the foregoing
entities
By: /s/ Xxxxx X. XxXxxx
-------------------
Xxxxx X. XxXxxx
Chief Financial Officer
ARCADIA ASSOCIATES, by ADS/Multicare, Inc.,
its managing partner
By: /s/ Xxxxx X. XxXxxx
-------------------
Xxxxx X. XxXxxx
Chief Financial Officer
BREYUT CONVALESCENT CENTER, L.L.C.
ENCARE OF MENDHAM, L.L.C.
HEALTH RESOURCES OF BRIDGETON, L.L.C.
HEALTH RESOURCES OF CINNAMINSON, L.L.C.
HEALTH RESOURCES OF CRANBURY, L.L.C.
HEALTH RESOURCES OF EATONTOWN, LLC
HEALTH RESOURCES OF XXXXX, L.L.C.
HEALTH RESOURCES OF ENGLEWOOD, L.L.C.
HEALTH RESOURCES OF XXXXX, L.L.C.
HEALTH RESOURCES OF FAIRLAWN, L.L.C.
HEALTH RESOURCES OF XXXXXXX, L.L.C.
HEALTH RESOURCES OF RIDGEWOOD, L.L.C.
HEALTH RESOURCES OF SOUTH BRUNSWICK, LLC
[SIGNATURE PAGE TO SUPPLEMENTAL INDENTURE DATED JANUARY 20, 2004]
21
HEALTH RESOURCES OF WEST ORANGE, L.L.C.
POMPTON CARE L.L.C.
ROEPHEL CONVALESCENT CENTER, L.L.C.
By: Century Care Management, Inc., the
manager of each of the foregoing
entities
By: /s/ Xxxxx X. XxXxxx
-------------------
Xxxxx X. XxXxxx
Chief Financial Officer
GENESIS-GEORGETOWN SNF/JV, L.L.C.
GLENMARK LIMITED LIABILITY COMPANY I
MILFORD ALF, LLC
RESPIRATORY HEALTH SERVICES LLC
By: /s/ Xxxxx X. XxXxxx
-------------------
Xxxxx X. XxXxxx
Chief Financial Officer of each of the
foregoing entities
[SIGNATURE PAGE TO SUPPLEMENTAL INDENTURE DATED JANUARY 20, 2004]
00
XXX XXXX XX XXX XXXX, as Trustee
By: /s/ Xxxxxxx Xxxxxx
------------------
Name: Xxxxxxx Xxxxxx
Title: Vice President
[SIGNATURE PAGE TO SUPPLEMENTAL INDENTURE DATED JANUARY 20, 2004]
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Schedule I
Released Guarantors
-------------------
NeighborCare, Inc. (f/k/a Genesis Health Ventures, Inc.)
Bethel Health Resources, Inc.
Colonial House Health Resources, Inc.
EIDOS, Inc.
Genesis Eldercare Home Health Services-Southern, Inc.
GHV of Salisbury, Inc.
Health Resources of Karamenta and Madison, Inc.
Lake Washington, Ltd.
Lincoln Nursing Home, Inc.
Madison Avenue Assisted Living, Inc.
Marshfield Heath Resources, Inc.
Multicare Payroll Corp.
River Pines Health Resources, Inc.
Schuylkill Partnership Acquisition Corp.
The Somerset-Xxxxx Xxxxxxx Partnership Holding Company, Inc.
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