July 25, 2000 Integrated Health Services, Inc. The Highlands 910 Ridgebrook Road Sparks, MD 21152 Attn: C. Taylor Pickett Dear Mr. Pickett: The purpose of this letter is to set forth the terms of the engagement between Alvarez & Marsal, Inc. ("A&M"),...Integrated Health Services Inc • July 31st, 2000 • Services-social services
Exhibit 10.33 VISTACARE, INC. STOCK PURCHASE AGREEMENT Dated as of December 23, 1999 Table of ContentsStock Purchase Agreement • October 15th, 2002 • Vistacare Inc • Services-social services • Delaware
INDENTUREIndenture • May 27th, 1997 • Alternative Living Services Inc • Services-social services • New York
AGREEMENTAgreement • January 19th, 2001 • Integrated Health Services Inc • Services-social services • Delaware
ARTICLE IManagement Agreement • April 6th, 1999 • Integrated Health Services Inc • Services-social services • Maryland
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
RECITALS:Purchase and Sale Agreement • August 14th, 1997 • Brookdale Living Communities Inc • Services-social services • Connecticut
BETWEENLoan Agreement • November 14th, 2000 • Alterra Healthcare Corp • Services-social services • Illinois
BY AND AMONGAgreement • May 15th, 1998 • Brookdale Living Communities Inc • Services-social services
RECITALSRevolving Credit Agreement • March 30th, 2000 • Alterra Healthcare Corp • Services-social services
ARTICLE I MERGER ------Agreement and Plan of Merger • February 1st, 2007 • DigitalPost Interactive, Inc. • Services-social services • California
RECITALSCredit Agreement • April 2nd, 2001 • Alterra Healthcare Corp • Services-social services • New York
andRights Agreement • July 24th, 1997 • Assisted Living Concepts Inc • Services-social services • Nevada
1 Page 10 of 10 Pages JOINT FILING AGREEMENT The undersigned agree that this Amendment No. 5 to the Statement on Schedule 13D to which this Agreement is attached and any amendments thereto are filed on behalf of each one of them. Date: March 10, 1997Joint Filing Agreement • March 13th, 1997 • Connelly Michael J • Services-social services
AGREEMENT AND PLAN OF REORGANIZATION DATED AS OF MAY 7, 1998Agreement and Plan of Reorganization • July 24th, 1998 • Integrated Health Services Inc • Services-social services • Wisconsin
RECITALSLease • August 16th, 1999 • Alterra Healthcare Corp • Services-social services • Michigan
WITNESSETH:Rights Agreement • June 8th, 2000 • Alterra Healthcare Corp • Services-social services • Delaware
RECITALS: --------Assignment and Assumption Agreement • August 14th, 1997 • Brookdale Living Communities Inc • Services-social services • Delaware
RECITALSIndemnification Agreement • October 21st, 1997 • Assisted Living Concepts Inc • Services-social services • Nevada
SETTLEMENT AGREEMENT AGREEMENT this 8th day of July, 1998, between Incon Development, Inc., a New Hampshire corporation with a principal place of business at 5 Flagstone Drive, Hudson, New Hampshire ("Incon") and Integrated Health Services, Inc., a...Settlement Agreement • July 24th, 1998 • Integrated Health Services Inc • Services-social services
a [X] corporation [ ] general partnership [ ] limited partnership [ ] organized under the laws of ---------- the State of New YorkAlterra Healthcare Corp • March 30th, 2000 • Services-social services • New York
JOINT FILING AGREEMENTJoint Filing Agreement • February 12th, 1998 • TCW Group Inc • Services-social services
ANCHOR-FORUM PORTALES I, LLC, A DELAWARE LIMITED LIABILITY COMPANY ("LANDLORD") AND VISTACARE, INC. A DELAWARE CORPORATION ("TENANT")Lease Agreement • March 31st, 2003 • Vistacare Inc • Services-social services • Arizona
EXHIBIT 1.1 ASSISTED LIVING CONCEPTS, INC. [__________ SHARES OF __________ STOCK*] [$_____ AGGREGATE PRINCIPAL AMOUNT OF ___% __________ DUE _______ *] UNDERWRITING AGREEMENT ----------------------Underwriting Agreement • September 11th, 1997 • Assisted Living Concepts Inc • Services-social services • New York
AGREEMENTAgreement • July 31st, 2000 • Integrated Health Services Inc • Services-social services • Delaware
EXHIBIT II CREDIT AGREEMENT dated as of May 7, 1997 PRIME GROUP VI, L.P.,Credit Agreement • September 22nd, 1997 • Reschke Michael W • Services-social services • Illinois
RECITALSLoan Agreement • November 16th, 1998 • Alternative Living Services Inc • Services-social services • New York
AMENDMENT NO. 4, DATED AS OF MARCH 25, 1999, TO THE REVOLVING CREDIT AND TERM LOAN AGREEMENT, among INTEGRATED HEALTH SERVICES, INC., a Delaware corporation (the "Borrower"), the lenders parties to the Credit Agreement referred to below (the...Integrated Health Services Inc • May 17th, 1999 • Services-social services • New York
EXHIBIT XI NOTE PURCHASE AGREEMENT NOTE PURCHASE AGREEMENT (this "Agreement"), dated as of December 5, 1997, by and between PRIME GROUP VI, L.P., an Illinois limited partnership (the "Company"), and OCH-ZIFF CAPITAL MANAGEMENT, L.P., a Delaware...Note Purchase Agreement • December 16th, 1997 • Reschke Michael W • Services-social services • New York
RECITALSIndemnification Agreement • October 21st, 1997 • Assisted Living Concepts Inc • Services-social services • Nevada
EXHIBIT 99.1 STOCK PURCHASE AGREEMENT DATED AS OF DECEMBER 3, 2002 by and between THI HOLDINGS, LLCStock Purchase Agreement • December 5th, 2002 • Integrated Health Services Inc • Services-social services • New York
ASSISTED LIVING CONCEPTS, INC.Assisted Living Concepts Inc • May 11th, 1998 • Services-social services • New York
Exhibit VIII ------------ STOCK OPTION AGREEMENT ---------------------- THIS STOCK OPTION AGREEMENT (this "Agreement") dated as of May 7, 1997 is between The Prime Group, Inc., a corporation duly organized and validly existing under the laws of the...Stock Option Agreement • September 22nd, 1997 • Reschke Michael W • Services-social services • Illinois
AMONGAgreement and Plan of Merger • July 24th, 1998 • Integrated Health Services Inc • Services-social services
EXHIBIT 10.2 EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT, dated as of November 1, 2000 by and between ALTERRA HEALTHCARE CORPORATION, a Delaware corporation, with offices at 10000 Innovation Drive, Milwaukee, Wisconsin 53226 (the "Company"), and STEVEN...Employment Agreement • April 2nd, 2001 • Alterra Healthcare Corp • Services-social services • Wisconsin
