FC-GEN ACQUISITION, INC. 1035 Powers Place Alpharetta, GA 30004 May 1, 2007Genesis Healthcare Corp • May 1st, 2007 • 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.
ContractGenesis Healthcare Corp • May 1st, 2007 • Services-skilled nursing care facilities
PRIVATE AND CONFIDENTIAL April 29, 2007 VIA E-MAIL Gregg Lemkau Managing Director Goldman, Sachs & Co. 85 Broad Street New York, NY 10004 Dear Gregg: Fillmore Capital Partners, LLC on behalf of certain of its affiliates (“Fillmore”) is pleased to submit this proposal to acquire Genesis HealthCare Corporation (“Genesis” or the “Company”). Enclosed with this letter, please find the following documents: 1. Proposed Merger Agreement, together with detailed mark up of the Merger Agreement, marked to show changes from the draft distributed by Wachtell, Lipton, Rosen and Katz on April 29, 2007. 2. Proposed Equity Commitment Letter from Fillmore Strategic Investors, L.L.C. to Drumm Investors LLC (the parent of Beverly Enterprises, Inc. (“Beverly”)), with no changes from the previously distributed version. 3. Proposed Limited Guarantee of Fillmore Strategic Investors, L.L.C., marked to show changes from the draft distributed by Dechert LLP on April 2
