As of August 31, 2000 EXHIBIT 10.5 Vencor, Inc. and the Borrowers under the Existing DIP Credit Agreement referred to below One Vencor Place 680 South Fourth Street Louisville, KY 40202 Attention: Edward Kuntz President and Chief Executive Officer Re:...Vencor Inc /New/ • November 14th, 2000 • Services-nursing & personal care facilities
EXHIBIT AEmployment Agreement • October 21st, 1996 • Castle Dental Centers Inc • Services-nursing & personal care facilities • New York
EXHIBIT 10.56 AMENDMENT TO EMPLOYMENT AGREEMENT --------------------------------- THIS AMENDMENT NO. 3 TO EMPLOYMENT AGREEMENT (the "Amendment") is made as of the 21st day of December, 2001, by and between KINDRED HEALTHCARE OPERATING, INC., a...Employment Agreement • March 1st, 2002 • Kindred Healthcare Inc • Services-nursing & personal care facilities
EXHIBIT 2.3 STOCK PURCHASE AGREEMENT This Stock Purchase Agreement is entered into as of December 30, 2002 by and among MARRIOTT INTERNATIONAL, INC., a Delaware corporation ("Parent"), MARRIOTT SENIOR HOLDING CO., a Delaware corporation and wholly...Stock Purchase Agreement • March 27th, 2003 • Sunrise Assisted Living Inc • Services-nursing & personal care facilities • Delaware
AND NATIONAL CITY BANK, AS TRUSTEEIndenture • July 30th, 2003 • HCRC Inc • Services-nursing & personal care facilities • New York
amongParticipation Agreement • December 17th, 1998 • Sunrise Assisted Living Inc • Services-nursing & personal care facilities • Virginia
BETWEENLease Agreement • November 7th, 2003 • Emeritus Corp\wa\ • Services-nursing & personal care facilities • Mississippi
1 EXHIBIT 99.6 AMENDED AND RESTATED EMPLOYMENT AGREEMENT This Amended and Restated Employment Agreement (the "Agreement") is entered into effective January 1, 2001, by and between Assisted Living Concepts, Inc., a Nevada corporation (the "Company"),...Employment Agreement • July 2nd, 2001 • Assisted Living Concepts Inc • Services-nursing & personal care facilities • Oregon
CONSULTING AGREEMENT THIS AGREEMENT ("AGREEMENT"), effective as of the 8th day of August, 2006 (the "EFFECTIVE DATE"), by and between ENERGTEK INC. ("THE CORPORATION") a corporation registered in Nevada having its principle place of business at 26...Consulting Agreement • August 21st, 2006 • Elderwatch Inc • Services-nursing & personal care facilities • New York
Exhibit 10.2 AGREEMENT --------- This Separation Agreement and Release of Claims ("Agreement") is entered into by W. Bruce Lunsford and all of his agents, successors and assigns ("Employee"), and Vencor, Inc. ("Vencor") and all companies related to...Agreement • May 14th, 1999 • Vencor Inc • Services-nursing & personal care facilities • Kentucky
1 EXHIBIT 10.59 ESCROW AGREEMENT THIS AGREEMENT is made as of the 31st day of December, 1997, by and among BALANCED CARE CORPORATION, a Delaware corporation, having its principal place of business at 5021 Louise Drive, Suite 200, Mechanicsburg, PA...Escrow Agreement • February 11th, 1998 • Balanced Care Corp • Services-nursing & personal care facilities • Massachusetts
EXHIBIT 10.1 MANOR CARE, INC. 6.25% Senior Notes due 2013 Purchase AgreementPurchase Agreement • July 28th, 2003 • Birchwood Manor Inc • Services-nursing & personal care facilities • New York
BACKGROUNDPledge Agreement • April 15th, 1999 • Raintree Healthcare Corp • Services-nursing & personal care facilities • Michigan
SENIOR INDEPENDENT LIVING FACILITY MANAGEMENT AGREEMENT by and between CAPITAL SENIOR LIVING, INC., a Texas corporation ("Manager"), SHP II CARMICHAEL, LLC, a Delaware limited liability company ("Owner"), TABLE OF CONTENTSManagement Agreement • November 13th, 2003 • Capital Senior Living Corp • Services-nursing & personal care facilities • California
AMENDMENT TO STOCK PURCHASE AGREEMENT (this "Amendment"), dated as of July 20, 1997, made by and between ARV Assisted Living, Inc., a California corporation (the "Company"), Lazard Freres Real Estate Investors L.L.C., a New York limited liability...Stock Purchase Agreement • July 23rd, 1997 • Prometheus Assisted Living LLC • Services-nursing & personal care facilities
Exhibit 10.2 EMPLOYMENT AGREEMENT -------------------- THIS EMPLOYMENT AGREEMENT ("Employment Agreement") is dated this 13th day of January, 2002, between RES-CARE, INC., a Kentucky corporation (the "Company"), and WILLIAM J BALLARD (the "Employee")....Employment Agreement • May 15th, 2002 • Res Care Inc /Ky/ • Services-nursing & personal care facilities • Kentucky
WITNESSETH:Option Agreement • February 11th, 1998 • Balanced Care Corp • Services-nursing & personal care facilities • Pennsylvania
AGREEMENT AND PLAN OF MERGER AMONG CENTER HEALTHCARE, INC. CHMS, INC. CLC HEALTHCARE, INC. DATED AS OF OCTOBER 6, 2003Agreement and Plan of Merger • May 3rd, 2004 • Center Healthcare, Inc. • Services-nursing & personal care facilities • Nevada
AGREEMENT AND PLAN OF MERGER DATED AS OF MAY 12, 2006 BY AND AMONG BROOKDALE SENIOR LIVING INCORPORATED, BETA MERGER SUB CORPORATION AND AMERICAN RETIREMENT CORPORATIONAgreement and Plan of Merger • May 15th, 2006 • Brookdale Senior Living Inc. • Services-nursing & personal care facilities • Delaware
EXHIBIT 10.16 RES-CARE, INC. STOCK OPTION AGREEMENT This INCENTIVE STOCK OPTION AGREEMENT (this "Agreement") is made and entered into as of this ___ day of ____, _____, by and between RES-CARE, INC., a Kentucky corporation (the "Company") and...Stock Option Agreement • March 1st, 2005 • Res Care Inc /Ky/ • Services-nursing & personal care facilities • Kentucky
HEALTHCARE CAPITAL CORP. SECURITIES PURCHASE AGREEMENT 13,333,333 SERIES A CONVERTIBLE PREFERRED SHARES WARRANTS TO PURCHASE 10,000,000 COMMON SHARES Table of Contents ----------------- Section ------- 1. Sale and Purchase. 2. Closing; Payment of...Securities Purchase Agreement • November 25th, 1997 • Healthcare Capital Corp • Services-nursing & personal care facilities • New York
PURCHASE AND SALE AGREEMENT This Purchase and Sale Agreement (this "Agreement") is made and entered into as of May___, 2006, by and among the persons indicated on Schedule A attached hereto (collectively, the "Buyer"), and Allan Weiss, President and...Purchase and Sale Agreement • June 26th, 2006 • Eurospark S A • Services-nursing & personal care facilities • Florida
BETWEENLoan Agreement • July 22nd, 2005 • Capital Senior Living Corp • Services-nursing & personal care facilities • Texas
ANDAgreement • August 13th, 2003 • Kindred Healthcare Inc • Services-nursing & personal care facilities
EXHIBIT 10.101 REVOLVING CREDIT AGREEMENT (REVOLVING DEBT) DECEMBER 23, 2002Revolving Credit Agreement • March 27th, 2003 • Sunrise Assisted Living Inc • Services-nursing & personal care facilities • Virginia
BY AND AMONGRegistration Rights Agreement • August 5th, 2004 • Res Care Inc /Ky/ • Services-nursing & personal care facilities • Kentucky
RECITALS:Asset Purchase Agreement • January 27th, 2000 • Balanced Care Corp • Services-nursing & personal care facilities • Missouri
W I T N E S S E T H:Credit Agreement • March 31st, 1998 • Mariner Health Group Inc • Services-nursing & personal care facilities • Pennsylvania
EXHIBIT 4.1Rights Agreement • October 4th, 2004 • Assisted Living Concepts Inc • Services-nursing & personal care facilities • Nevada
BY AND AMONGStockholders Agreement • August 1st, 2006 • Fortress Investment Group LLC • Services-nursing & personal care facilities • Delaware
RECITALS:Asset Purchase Agreement • January 27th, 2000 • Balanced Care Corp • Services-nursing & personal care facilities • Missouri
CLASS 2007-C2 WARRANT AGREEMENT CLASS 2007-C2 WARRANT AGREEMENT ("Agreement"), dated as of January ____, 2007, by and between Energtek Inc., a Nevada corporation (the "Company"), and ___________________ ("Warrantholder"). Certain capitalized terms...Warrant Agreement • January 19th, 2007 • Energtek • Services-nursing & personal care facilities • Nevada
Draft 9/20/96 9/24/96 9/30/96 SERVICES AGREEMENT THIS SERVICES AGREEMENT (the "Agreement") dated as of ___________, 1996 by and among Castle Dental Centers of New York, Inc., a New York corporation ("Castle"), American Medical and Life Insurance...Services Agreement • October 21st, 1996 • Castle Dental Centers Inc • Services-nursing & personal care facilities • New York
Exhibit 1.1 1,500,000 SHARES OF COMMON STOCK 1,500,000 SHARES OF % SENIOR CONVERTIBLE REDEEMABLE PREFERRED STOCK -- GRAND COURT LIFESTYLES, INC. UNDERWRITING AGREEMENT ----------------------Underwriting Agreement • March 10th, 1997 • Grand Court Lifestyles Inc • Services-nursing & personal care facilities • New York
JOINT FILING AGREEMENTJoint Filing Agreement • April 28th, 2000 • Lazard Freres Real Estate Investors LLC • Services-nursing & personal care facilities
In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, am amended, the undersigned hereby agree to the joint filing with all other Reporting Persons (as such term is defined in the Schedule 13D referred to below) on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the shares of Common Stock, par value $0.01 per share, of ARV Assisted Living, Inc., a Delaware corporation, and that this Agreement may be included as an Exhibit to such joint filing. This Agreement may be executed in any number of counterparts, all of which together shall constitute one and the same instrument.
