Exhibit 2.2
UNITED STATES BANKRUPTCY COURT
DISTRICT OF DELAWARE
- - -----------------------------------------------------x
In re : Chapter 11 Case No.
:
GENESIS HEALTH VENTURES, INC., et al., : 00-2692 (JHW)
:
Debtors. : (Jointly Administered)
- - -------------------------------------------------x
In re : Chapter 11 Case No.
:
MULTICARE AMC, INC., et al., : 00-2494 (JHW)
:
Debtors. : (Jointly Administered)
- - --------------------------------------------------x
DEBTORS' JOINT PLAN OF REORGANIZATION
UNDER CHAPTER 11 OF THE BANKRUPTCY CODE
Genesis Health Ventures, Inc., The Multicare Companies, Inc., and the other
above-captioned debtors and debtors in possession propose the following joint
chapter 11 Plan of Reorganization, pursuant to section 1121(a) of title 11 of
the United States Code:
XIV. DEFINITIONS AND INTERPRETATION
A. Definitions.
The following terms used herein shall have the respective meanings defined below
(such meanings to be equally applicable to both the singular and plural):
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1. Administrative Expense Claim means any right to payment constituting a cost
or expense of administration of any of the Reorganization Cases allowed
under sections 503(b), 507(a)(1), and 1114(e) of the Bankruptcy Code,
including, without limitation, any actual and necessary costs and expenses
of preserving the Debtors' estates, any actual and necessary costs and
expenses of operating the Debtors' businesses, any indebtedness or
obligations incurred or assumed by the Debtors, as debtors in possession,
during the Reorganization Cases, including, without limitation, for the
acquisition or lease of property or an interest in property or the
rendition of services, any allowances of compensation and reimbursement of
expenses to the extent allowed by Final Order under sections 330 or 503 of
the Bankruptcy Code, and any fees or charges assessed against the estates
of the Debtors under section 1930 of chapter 123 of title 28 of the United
States Code.
2. Allowed means, with reference to any Claim, (i) any Claim against any
Debtor which has been listed by such Debtor in the Schedules, as such
Schedules may be amended by the Debtors from time to time in accordance
with Bankruptcy Rule 1009, as liquidated in amount and not disputed or
contingent and for which no contrary proof of claim has been filed, (ii)
any timely filed Claim as to which no objection to allowance has been
interposed in accordance with Section 7.1 hereof or such other applicable
period of limitation fixed by the Bankruptcy Code, the Bankruptcy Rules, or
the Bankruptcy Court, or as to which any objection has been determined by a
Final Order to the extent such objection is determined in favor of the
respective holder, or (iii) any Claim expressly allowed by a Final Order or
hereunder.
3. Amended Bylaws means the Bylaws of Reorganized Genesis, as restated, and
which shall be substantially in the form set forth in the Plan Supplement.
4. Amended Certificate of Incorporation means the Certificate of Incorporation
of Reorganized Genesis, as restated, and which shall be substantially in
the form set forth in the Plan Supplement.
5. Bankruptcy Code means title 11 of the United States Code, as amended from
time to time, as applicable to the Reorganization Cases.
6. Bankruptcy Court means the United States District Court for the District of
Delaware having jurisdiction over the Reorganization Cases and, to the
extent of any reference made under section 157 of title 28 of the United
States Code, the unit of such District Court having jurisdiction over the
Reorganization Cases under section 151 of title 28 of the United States
Code.
7. Bankruptcy Rules means the Federal Rules of Bankruptcy Procedure as
promulgated by the United States Supreme Court under section 2075 of title
28 of the United States Code, as amended from time to time, applicable to
the Reorganization Cases, and any Local Rules of the Bankruptcy Court.
8. Business Day means any day other than a Saturday, a Sunday, or any other
day on which banking institutions in New York, New York are required or
authorized to close by law or executive order.
9. Cash means legal tender of the United States of America.
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10. Catch-up Distribution means with respect to each holder of an Allowed Claim
in (i) Classes G4 and G5, the difference between (a) the number of shares
of New Common Stock or New Warrants such holder would have received if the
resolution of all Disputed Claims in such Classes had been known on the
Effective Date and (b) the aggregate number of shares of New Common Stock
or New Warrants previously received by such holder, and (ii) Class M4, the
difference between (a) the number of shares of New Common Stock such holder
would have received if the resolution of all Disputed Claims in such
Classes had been known on the Effective Date and (b) the aggregate number
of shares of New Common Stock previously received by such holder.
11. Claim has the meaning set forth in section 101 of the Bankruptcy Code.
12. Class means any group of Claims or Equity Interests classified by the Plan
of Reorganization pursuant to section 1122(a)(1) of the Bankruptcy Code.
13. Collateral means any property or interest in property of the estate of any
Debtor subject to a lien, charge, or other encumbrance to secure the
payment or performance of a Claim, which lien, charge, or other encumbrance
is not subject to avoidance under the Bankruptcy Code.
14. Commencement Date means (i) June 22, 2000 with respect to the Genesis
Debtors (other than Healthcare Resources Corp.) and the Multicare Debtors,
and (ii) July 31, 2000 with respect to Healthcare Resources Corp.
15. Confirmation Date means the date on which the Clerk of the Bankruptcy Court
enters the Confirmation Order.
16. Confirmation Hearing means the hearing to be held by the Bankruptcy Court
regarding confirmation of the Plan of Reorganization, as such hearing may
be adjourned or continued from time to time.
17. Confirmation Order means the order of the Bankruptcy Court confirming the
Plan of Reorganization pursuant to section 1129 of the Bankruptcy Code.
18. Debtors means the Genesis Debtors and the Multicare Debtors.
19. Disbursing Agent means any entity (including any applicable Debtor if it
acts in such capacity) in its capacity as a disbursing agent under Section
6.4 hereof.
20. Disputed Claim means any Claim which has not been Allowed pursuant to the
Plan of Reorganization or a Final Order, and
(a) if no proof of claim has been filed by the applicable deadline: (i) a
Claim that has been or hereafter is listed on the Schedules as disputed,
contingent, or unliquidated; or (ii) a Claim that has been or hereafter is
listed on the Schedules as other than disputed, contingent, or unliquidated, but
as to which the Debtors or Reorganized Debtors or any other party in interest
has interposed an objection or request for estimation which has not been
withdrawn or determined by a Final Order; or
(b) if a proof of claim or request for payment of an Administrative Claim
has been filed by the applicable deadline: (i) a Claim for which no
corresponding Claim has been or hereafter is
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listed on the Schedules; (ii) a Claim for which a corresponding Claim has been
or hereafter is listed on the Schedules as other than disputed, contingent, or
unliquidated, but the nature or amount of the Claim as asserted in the proof of
claim varies from the nature and amount of such Claim as listed on the
Schedules; (iii) a Claim for which a corresponding Claim has been or hereafter
is listed on the Schedules as disputed, contingent, or unliquidated; (iv) a
Claim for which a timely objection or request for estimation is interposed by
the Debtors or the Reorganized Debtors which has not been withdrawn or
determined by a Final Order; or (v) any Tort Claim.
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21. Distribution Record Date means the Confirmation Date.
22. Effective Date means a Business Day on or after the Confirmation Date
specified by Genesis and Multicare on which (i) no stay of the Confirmation
Order is in effect, and (ii) the condition to the effectiveness of the Plan
of Reorganization specified in Section 9 hereof has been satisfied or
waived.
23. Equity Interest means the interest of any holder of an equity security of
any of the Debtors represented by any issued and outstanding shares of
common or preferred stock or other instrument evidencing a present
ownership interest in any of the Debtors, whether or not transferable, or
any option, warrant, or right, contractual or otherwise, to acquire any
such interest.
24. Final Distribution Date means, in the event there exist on the Effective
Date any Disputed Claims classified in Classes G4, G5, or M4, a date
selected by the Reorganized Debtors, in their sole discretion, on which all
such Disputed Claims have been resolved by Final Order.
25. Final Order means an order or judgment of the Bankruptcy Court entered by
the Clerk of the Bankruptcy Court on the docket in the Reorganization
Cases, which has not been reversed, vacated, or stayed and as to which (i)
the time to appeal, petition for certiorari, or move for a new trial,
reargument, or rehearing has expired and as to which no appeal, petition
for certiorari, or other proceedings for a new trial, reargument, or
rehearing shall then be pending or (ii) if an appeal, writ of certiorari,
new trial, reargument, or rehearing thereof has been sought, such order or
judgment of the Bankruptcy Court shall have been affirmed by the highest
court to which such order was appealed, or certiorari shall have been
denied, or a new trial, reargument, or rehearing shall have been denied or
resulted in no modification of such order, and the time to take any further
appeal, petition for certiorari or move for a new trial, reargument, or
rehearing shall have expired; provided, however, that the possibility that
a motion under Rule 60 of the Federal Rules of Civil Procedure, or any
analogous rule under the Bankruptcy Rules, may be filed relating to such
order shall not cause such order to not be a Final Order.
26. Genesis means Genesis Health Ventures, Inc., a Pennsylvania corporation,
the parent debtor or debtor in possession, as the context requires.
27. Genesis Common Stock Interest means the Equity Interest of any holder of
the authorized common stock issued by Genesis or any option, warrant, or
right, contractual or otherwise, to acquire any such Equity Interest.
28. Genesis Debtors means Genesis and the entities listed on Exhibit A hereto.
29. Genesis General Unsecured Claim means any Claim against any of the Genesis
Debtors that is not a Genesis Other Secured Claim, Genesis Senior Lender
Claim, Administrative Expense Claim, Priority Tax Claim, Genesis Priority
Non-Tax Claim, Genesis Senior Subordinated Note Claim, Genesis Intercompany
Claim, or Genesis Punitive Damage Claim.
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30. Genesis Intercompany Claim means a Claim held by a wholly-owned Genesis
Debtor against another wholly-owned Genesis Debtor.
31. Genesis Other Secured Claim means any Secured Claim against any of the
Genesis Debtors not constituting a secured Genesis Senior Lender Claim.
32. Genesis Priority Non-Tax Claim means any Claim against any of the Genesis
Debtors other than an Administrative Expense Claim or a Priority Tax Claim,
entitled to priority in payment as specified in sections 507(a)(3), (4),
(5), (6), (7), or (9) of the Bankruptcy Code.
33. Genesis Punitive Damage Claim means any Claim against any of the Genesis
Debtors, whether secured or unsecured, for any fine, penalty, forfeiture,
attorney's fees, or for multiple, exemplary, or punitive damages, to the
extent that such fine, penalty, forfeiture, attorney's fees, or damages is
not compensation for actual pecuniary loss suffered by the holder of such
Claim.
34. Genesis Reorganization Cases means the jointly administered cases under
chapter 11 of the Bankruptcy Code commenced by the Genesis Debtors on June
22, 2000, and July 31, 2000 in the United States District Court for the
District of Delaware and styled In re Genesis Health Ventures, Inc., et
al., 00-2692 (JHW).
35. Genesis Senior Lender Agreements means (i) that certain Fourth Amended and
Restated Credit Agreement, dated as of August 20, 1999, among Genesis,
certain other Genesis Debtors named therein , Mellon Bank N.A., as
administrative agent, certain co-agents named therein, and the lender
parties thereto, and any of the documents and instruments relating thereto
or referred to therein, (ii) that certain Amended and Restated Synthetic
Lease Financing Facility, dated as of October 7, 1996, among Genesis,
Genesis Eldercare Properties, Inc., Mellon Bank N.A., as administrative
agent, certain co-agents named therein, and the lender parties thereto, and
any of the documents and instruments relating thereto, and (iii) any Swap
Agreement (as defined in that certain Fourth Amended and Restated
Collateral Agency Agreement, dated as of August 20, 1999, among Genesis,
Mellon Bank, N.A., as agent for the lenders party to the Fourth Amended and
Restated Credit Agreement, as agent for the lenders party to the Amended
and Restated Synthetic Lease Financing Facility, and as collateral agent
for the secured parties thereto), among Genesis and the counterparties to
such Swap Agreement.
36. Genesis Senior Lender Claim means any Claim against any of the Genesis
Debtors based on the Genesis Senior Lender Agreements (inclusive of
postpetition interest) net of all Cash payments made by the Genesis Debtors
to the holders of such Claims on or after the Commencement Date; provided,
however, that the Claims of Citibank, N.A. in connection with the
prepetition termination of interest rate hedging agreements are Genesis
Senior Lender Claims to the extent of $17,290,962.
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37. Genesis Senior Subordinated Note Claim means a Claim against Genesis
arising under or in connection with (i) the Indenture, dated as of June 15,
1995, between Genesis and State Street Bank and Trust Company, as trustee,
as such Indenture may have been amended or modified, and the $120,000,000
of 9-3/4% Senior Subordinated Notes due 2005 issued thereunder, (ii) the
Indenture, dated as of October 7, 1996, between Genesis and State Street
Bank and Trust Company, as successor trustee, as such Indenture may have
been amended or modified, and the $125,000,000 of 9-1/4% Senior
Subordinated Notes due 2006 issued thereunder, (iii) the Indenture, dated
as of December 23, 1998, between Genesis and The Bank of New York, as
trustee, as such Indenture may have been amended or modified, and the
$125,000,000 of 9-7/8% Senior Subordinated Notes due 2009 issued
thereunder, or (iv) the Indenture, dated as of - September 15, 1995,
between Grancare, Inc. and Marine Midland Bank, as trustee, as such
Indenture may have been amended or modified, and the $100,000,000 of 9-3/8%
Senior Subordinated Notes due 2005 issued thereunder, of which $1,590,000
remains outstanding, excluding the fees and expenses of the trustees under
these Indentures, which shall be paid pursuant to Section 2.5 hereof.
38. Insured Claim means any Claim arising from an incident or occurrence that
is covered under any of the Debtors' insurance policies.
39. Multicare means Genesis ElderCare Corp., a Delaware corporation, the parent
debtor or debtor in possession, as the context requires, and the owner of
all the common stock of The Multicare Companies, Inc., a Delaware
corporation.
40. Multicare Common Stock Interest means the Equity Interest of any holder of
the authorized common stock issued by Multicare or any option, warrant, or
right, contractual or otherwise, to acquire any such Equity Interest.
41. Multicare Debtors means Multicare, a Delaware corporation, and the entities
listed on Exhibit B hereto.
42. Multicare General Unsecured Claim means any Claim against any of the
Multicare Debtors that is not a Multicare Other Secured Claim, Multicare
Senior Lender Claim, Administrative Expense Claim, Priority Tax Claim,
Multicare Priority Non-Tax Claim, Multicare Senior Subordinated Note Claim,
Multicare Intercompany Claim, or Multicare Punitive Damage Claim.
43. Multicare Intercompany Claims means a Claim held by a wholly-owned
Multicare Debtor against another wholly-owned Multicare Debtor.
44. Multicare Other Secured Claims means any Secured Claim against any of the
Multicare Debtors not constituting a secured Multicare Senior Lender Claim.
45. Multicare Priority Non-Tax Claim means any Claim against any of the
Multicare Debtors, other than an Administrative Expense Claim or a Priority
Tax Claim, entitled to priority in payment as specified in section
507(a)(3), (4), (5), (6), (7), or (9) of the Bankruptcy Code.
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46. Multicare Punitive Damage Claims means any Claim against any of the
Multicare Debtors, whether secured or unsecured, for any fine, penalty,
forfeiture, or attorney's fees, or for multiple, exemplary, or punitive
damages, to the extent that such fine, penalty, forfeiture, attorney's
fees, or damages is not compensation for actual pecuniary loss suffered by
the holder of such Claim.
47. Multicare Reorganization Cases means the jointly administered cases under
chapter 11 of the Bankruptcy Code commenced by the Multicare Debtors on
June 22, 2000 in the United States District Court for the District of
Delaware and styled In re Multicare AMC, Inc., et al., 00-2494 (JHW).
48. Multicare Senior Lender Agreements means that certain Credit Agreement
dated as of October 9, 1997, as amended, among Multicare, certain other
Multicare Debtors named therein, Mellon Bank N.A., as administrative agent,
certain co-agents named therein, and the lender parties thereto, and any of
the documents and instruments relating thereto.
49. Multicare Senior Lender Claim means any Claim against any of the Multicare
Debtors based on the Multicare Senior Lender Agreements net of all Cash
payments made by the Multicare Debtors to the holders of such Claims on or
after the Commencement Date.
50. Multicare Senior Subordinated Note Claim means a Claim against The
Multicare Companies, Inc. arising under or in connection with the
Indenture, dated as of August 11, 1997, between Genesis ElderCare
Acquisition Corp. (now known as The Multicare Companies, Inc.) and PNC
Bank, National Association, as trustee, and the $250,000,000 of 9% Senior
Subordinated Notes due 2007 issued thereunder.
51. New Common Stock means the 41,000,000 shares of common stock of Reorganized
Genesis authorized and issued hereunder on the Effective Date and any
additional shares authorized for the purposes specified herein or in the
Plan Securities.
52. New Convertible Preferred Stock means the shares of convertible 6% PIK
preferred stock of Reorganized Genesis with a liquidation preference of
$42,600,000 authorized and issued hereunder on the Effective Date. The
conversion rate for this preferred stock is $20.33 of liquidation value for
each share of New Common Stock.
53. New Management Incentive Plan means the management incentive plan for
certain employees of Reorganized Genesis, as set forth in the Plan
Supplement.
54. New Multicare Stock means the common stock of Reorganized Multicare
authorized and issued hereunder on the Effective Date.
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55. New Senior Notes means the Term B Notes in the aggregate principal amount
of $247,605,000, authorized and issued hereunder by Reorganized Genesis on
the Effective Date, the terms of which are governed by the Note Indenture,
dated as of the Effective Date, between Reorganized Genesis and [_______],
as trustee, in the form set forth in the Plan Supplement and the security
agreements, mortgages, and guarantees, dated as of the Effective Date, in
the form set forth in the Plan Supplement. The New Senior Notes are
guarantied by all of the subsidiaries of Reorganized Genesis and are
secured by the property, plant, and equipment of the Reorganized Debtors
and each other subsidiary of Reorganized Genesis in accordance with the
Security Agreement, in the form set forth in the Plan Supplement, subject
to (i) any existing validly perfected and unavoidable security interests in
Class G1 or Class M1, and (ii) any security interests granted to lenders
providing financing under Section 5.4 hereof (and to lenders providing a
replacement for or refinancing of such financing).
56. New Warrants means warrants to purchase 2,394,618 shares of New Common
Stock. The New Warrants shall expire on the first anniversary of the
Effective Date and shall have an exercise price of $20.33 per share of New
Common Stock. The New Warrants will be in the form set forth in the Plan
Supplement.
57. Plan Documents means the documents to be executed, delivered, assumed,
and/or performed in conjunction with the consummation of the Plan of
Reorganization on the Effective Date, including but not limited to (i) the
Amended Bylaws, (ii) the Amended Certificate of Incorporation, (iii) the
Term B Note Indenture, (iv) the security agreements, mortgages, and
guarantees, (v) the Certificate of Designation for the New Convertible
Preferred Stock, (vi) the Plan of Merger, (vii) the Registration Rights
Agreement, (viii) the settlement agreement referred to in Section 5.15
hereof, (ix) the settlement agreement referred to in Section 5.16 hereof,
and (x) the New Management Incentive Plan. Each of the Plan Documents to be
entered into as of the Effective Date will be filed in draft form in the
Plan Supplement.
58. Plan of Merger means that certain Plan of Merger among Genesis, Multicare
Acquisition Corporation, a wholly-owned, indirect subsidiary of Genesis,
and Multicare, in the form set forth in the Plan Supplement.
59. Plan of Reorganization means this joint chapter 11 plan of reorganization,
including the exhibits hereto, as the same may be amended or modified from
time to time in accordance with the provisions of the Bankruptcy Code and
the terms hereof.
60. Plan Securities means, collectively, the New Senior Notes, the New
Convertible Preferred Stock, the New Common Stock, and the New Warrants.
61. Plan Supplement means a supplemental appendix to the Plan of Reorganization
that will contain the draft form of the Plan Documents to be entered into
as of the Effective Date, to be filed 10 days before the date of the
Confirmation Hearing, and in any event no later than 5 days prior to the
last date by which votes to accept or reject the Plan of Reorganization
must be submitted.
62. Priority Non-Tax Claim means any Claim, other than an Administrative
Expense Claim or a Priority Tax Claim, entitled to priority in payment as
specified in section 507(a)(3), (4), (5), (6), (7), or (9) of the
Bankruptcy Code.
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63. Priority Tax Claim means any Claim of a governmental unit of the kind
entitled to priority in payment as specified in sections 502(i) and
507(a)(8) of the Bankruptcy Code.
64. Ratable Proportion means the ratio (expressed as a percentage) of the
amount of an Allowed Claim in a Class to the aggregate amount of all
Allowed Claims in the same Class.
65. Reorganization Cases means the Genesis Reorganization Cases and the
Multicare Reorganization Cases.
66. Reorganized Debtors means Reorganized Genesis and each of the Debtors
listed on Exhibits A and B hereto.
67. Reorganized Genesis means Genesis, as reorganized as of the Effective Date
in accordance with the Plan of Reorganization and after giving effect to
the merger described in Section 5.2 hereof.
68. Reorganized Multicare means Multicare, as reorganized as of the Effective
Date in accordance with the Plan of Reorganization before giving effect to
the merger described in Section 5.2 hereof.
69. Schedules means the schedules of assets and liabilities and the statement
of financial affairs filed by the Genesis Debtors or the Multicare Debtors
under section 521 of the Bankruptcy Code, Bankruptcy Rule 1007, and the
Official Bankruptcy Forms of the Bankruptcy Rules as such schedules and
statements have been or may be supplemented or amended through the
Confirmation Date.
70. Secured Claim means a Claim to the extent (i) secured by Collateral, the
amount of which is equal to or less than the value of such Collateral (A)
as set forth in the Plan of Reorganization, (B) as agreed to by the holder
of such Claim and the Debtors, or (C) as determined by a Final Order in
accordance with section 506(a) of the Bankruptcy Code, or (ii) secured by
the amount of any rights of setoff of the holder thereof under section 553
of the Bankruptcy Code.
71. Senior Lender Claims means the Genesis Senior Lender Claims and the
Multicare Senior Lender Claims.
72. Tort Claims means any Claim related to personal injury, property damage,
products liability, wrongful death, employment litigation, or other similar
Claims against any of the Debtors which arise out of events which occurred,
in whole or in part, prior to the Commencement Date.
B. Interpretation; Application of Definitions and Rules of Construction.
Unless otherwise specified, all section or exhibit references in the Plan of
Reorganization are to the respective section in, or exhibit to, the Plan of
Reorganization, as the same may be amended, waived, or modified from time to
time. The words "herein," "hereof," "hereto," "hereunder," and other words of
similar import refer to the Plan of Reorganization as a whole and not to any
particular section, subsection, or clause contained therein. A term used herein
that is not defined
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herein shall have the meaning assigned to that term in the Bankruptcy Code. The
rules of construction contained in section 102 of the Bankruptcy Code shall
apply to the Plan of Reorganization. The headings in the Plan of Reorganization
are for convenience of reference only and shall not limit or otherwise affect
the provisions hereof.
XV. ADMINISTRATIVE EXPENSE CLAIMS AND PRIORITY TAX CLAIMS
1. Administrative Expense Claims.
Except to the extent that a holder of an Allowed Administrative Expense Claim
agrees to a different treatment, the Debtors shall pay to each holder of an
Allowed Administrative Expense Claim Cash in an amount equal to such Claim on,
or as soon thereafter as is reasonably practicable, the later of the Effective
Date and the first Business Day after the date that is thirty (30) calendar days
after the date such Administrative Expense Claim becomes an Allowed
Administrative Expense Claim; provided, however, that Allowed Administrative
Expense Claims representing liabilities incurred in the ordinary course of
business by the Debtors, as debtors in possession, or liabilities arising under
loans or advances to or other obligations incurred by the Debtors, as debtors in
possession, whether or not incurred in the ordinary course of business, shall be
paid by the Debtors in the ordinary course of business, consistent with past
practice and in accordance with the terms and subject to the conditions of any
agreements governing, instruments evidencing, or other documents relating to
such transactions; and provided further, however, that the liabilities of
Genesis and Multicare under the Revolving Credit and Guarantee Agreement
referred to in Section 2.4 hereof shall be paid as set forth in such Section.
2. Compensation and Reimbursement Claims.
All entities seeking an award by the Bankruptcy Court of compensation
for services rendered or reimbursement of expenses incurred through and
including the Confirmation Date under sections 503(b)(2), 503(b)(3), 503(b)(4),
or 503(b)(5) of the Bankruptcy Code (i) shall file their respective final
applications for allowance of compensation for services rendered and
reimbursement of expenses incurred by the date that is forty-five (45) days
after the Effective Date and (ii) shall be paid in full in such amounts as are
allowed by the Bankruptcy Court (A) upon the later of (i) the Effective Date and
(ii) the date upon which the order relating to any such Administrative Expense
Claim is entered or (B) upon such other terms as may be mutually agreed upon
between the holder of such an Administrative Expense Claim and the Debtors or,
on and after the Effective Date, the Reorganized Debtors. The Reorganized
Debtors are authorized to pay compensation for services rendered or
reimbursement of expenses incurred after the Confirmation Date and until the
Effective Date in the ordinary course and without the need for Bankruptcy Court
approval.
3. Priority Tax Claims.
Except to the extent that a holder of an Allowed Priority Tax Claim agrees to a
different treatment, each holder of an Allowed Priority Tax Claim shall receive,
at the sole option of the Debtors, (i) Cash in an amount equal to such Allowed
Priority Tax Claim on, or as soon thereafter as is reasonably practicable, the
later of the Effective Date and the first Business Day after the date that is
thirty (30) calendar days after the date such Priority Tax Claim becomes an
Allowed Priority Tax Claim, or (ii) equal annual Cash payments in an aggregate
amount equal to such Allowed Priority Tax Claim, together with interest at a
fixed annual rate equal to eight
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percent (8%), over a period not exceeding six (6) years after the date of
assessment of such Allowed Priority Tax Claim. All Allowed Priority Tax Claims
that are not due and payable on or before the Effective Date shall be paid in
the ordinary course of business as such obligations become due.
4. DIP Credit Agreement Claims.
On the Effective Date, (i) Genesis shall pay or arrange for the payment
of all amounts outstanding under that certain Revolving Credit and Guaranty
Agreement, dated as of June 22, 2000, as amended, among Genesis, certain other
Genesis Debtors named therein, Mellon Bank N.A., as administrative agent,
certain co-agents named therein, and the lenders party thereto, and (ii)
Multicare shall pay or arrange for payment of all amounts outstanding under that
certain Revolving Credit and Guaranty Agreement, dated as of June 22, 2000, as
amended, among Multicare, certain other Multicare Debtors named therein, Mellon
Bank N.A., as administrative agent, certain co-agents named therein, and the
lenders party thereto. Once such payments have been made, these agreements and
any agreements or instruments related thereto shall be deemed terminated
(subject in all respects to any carve-out approved by the Bankruptcy Court in
the Bankruptcy Court orders approving the Revolving Credit and Guaranty
Agreements on a final basis), and Mellon Bank, N.A., as administrative agent,
and the lenders thereunder shall take all reasonable action to confirm the
removal of any liens on the properties of the Genesis Debtors and the Multicare
Debtors securing such Revolving Credit and Guaranty Agreements. On the Effective
Date, any outstanding letters of credit issued under such agreements shall be
either replaced or secured by letters of credit issued under the exit facility
described in Section 5.4 hereof.
5. Special Provisions Regarding the Indenture Trustees' Fees and
Expenses.
(a) The reasonable fees and expenses of each trustee under an Indenture
described in Section 1.37 hereof (an "Indenture Trustee") (which includes the
reasonable fees and expenses of any professionals retained by the Indenture
Trustees), shall be paid in accordance with the procedures established in this
Section 2.5. Provided that such fees and expenses are paid in Cash in full by
Genesis or Reorganized Genesis, distributions received by holders of Allowed
Genesis Senior Subordinated Note Claims pursuant to this Plan will not be
reduced on account of the payment of any Indenture Trustee's fees and expenses.
(b) Ten (10) days prior to the Effective Date, each Indenture Trustee
will submit to Genesis appropriate documentation in support of the fees and
expenses incurred by such Indenture Trustee through that date (including any
estimated fees and expenses through the Effective Date), whether incurred prior
to or subsequent to the Commencement Date, together with a detailed, reasonable
estimate of any fees and expenses to be incurred thereafter. Such estimate may
include, without limitation, projected fees and expenses relating to surrender
and cancellation of notes, distribution of securities, and fees and expenses to
be incurred in respect of any challenge to the claims asserted by the Indenture
Trustee, whether based on the notes or the claimed amount of such fees and
expenses. On or prior to the Effective Date, Genesis will pay the undisputed
amount of each Indenture Trustee's fees and expenses.
(c) No later than thirty (30) days after the Effective Date, or as soon
thereafter as may be practical, each Indenture Trustee will deliver to
Reorganized Genesis a final invoice for its reasonable fees and expenses
incurred through the Effective Date. Reorganized Genesis will have a period of
thirty (30) days after receipt to review the final invoice and provide the
Indenture Trustee with any objection to the final invoice, stating with
specificity its objections to particular charges. If no
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objection is received by the Indenture Trustee within thirty (30) days after the
Indenture Trustee provided Reorganized Genesis with its final invoice, then the
Indenture Trustee shall be paid such amount without the need for any further
approval of the Bankruptcy Court. If Reorganized Genesis timely advises the
Indenture Trustee in writing that it objects to all or a portion of such fees,
which objection states with specificity its objection to particular charges, (i)
Reorganized Genesis shall pay the undisputed portion of the fees and expenses,
and (ii) such Indenture Trustee, at its option, may either submit the disputed
portion to the Bankruptcy Court for resolution or exercise its rights under its
respective indenture. The Indenture Trustee will not be required to file a fee
application or to comply with guidelines and rules applicable to a fee
application, and will not be subject to section 330 or 503(b) of the Bankruptcy
Code.
(d) Subject to Section 5.11 hereof, each Indenture Trustee's charging
lien will be discharged solely upon payment in full of such fees and expenses.
Accordingly, nothing herein shall be deemed to impair, waive, or discharge the
Indenture Trustee charging lien for any fees and expenses not paid by
Reorganized Genesis. Pursuant to Section 6.5(b) hereof, each Indenture Trustee
shall be entitled to its fees and expenses incurred after the Effective Date as
a Disbursing Agent.
XVI. CLASSIFICATION OF CLAIMS AND EQUITY INTERESTS
The following tables designate the Classes of Claims against and Equity
Interests in the Genesis Debtors and the Multicare Debtors, respectively, and
specify which of those Classes are (i) impaired or unimpaired by the Plan of
Reorganization, (ii) entitled to vote to accept or reject the Plan of
Reorganization in accordance with section 1126 of the Bankruptcy Code, and (iii)
deemed to reject the Plan of Reorganization.
1. Genesis Classes.
----------------------------------------------------------------------------------------------------------
Entitled
Class Designation Impairment to Vote
----- ----------- ---------- -------
Class G1 Genesis Other Secured Claims Impaired Yes
Class G2 Genesis Senior Lender Claims Impaired Yes
Class G3 Genesis Priority Non-Tax Claims Unimpaired No
Class G4 Genesis General Unsecured Claims Impaired Yes
Class G5 Genesis Senior Subordinated Note Claims Impaired Yes
Class G6 Genesis Intercompany Claims Unimpaired No
Class G7 Genesis Punitive Damage Claims Impaired No (deemed to reject)
Class G8 Genesis Series G Preferred Stock Interests Impaired No (deemed to reject)
Class G9 Genesis Series H Preferred Stock Interests Impaired No (deemed to reject)
Class G10 Genesis Series I Preferred Stock Interests Impaired No (deemed to reject)
Class G11 Genesis Common Stock Interests Impaired No (deemed to reject)
----------------------------------------------------------------------------------------------------------
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2. Multicare Classes.
----------------------------------------------------------------------------------------------------------
Entitled
Class Designation Impairment to Vote
----- ----------- ---------- -------
Class M1 Multicare Other Secured Claims Impaired Yes
Class M2 Multicare Senior Lender Claims Impaired Yes
Class M3 Multicare Priority Non-Tax Claims Unimpaired No
Class M4 Multicare General Unsecured Claims Impaired Yes
Class M5 Multicare Senior Subordinated Note Claims Impaired No (deemed to reject)
Class M6 Multicare Intercompany Claims Unimpaired No
Class M7 Multicare Punitive Damage Claims Impaired No (deemed to reject)
Class M8 Multicare Common Stock Interests Impaired No (deemed to reject)
----------------------------------------------------------------------------------------------------------
3. Subclasses for Class G1 and Class M1.
For convenience of identification, the Plan of Reorganization classifies
the Allowed Claims in Class G1 as a single Class and the Allowed Claims in Class
M1 as a single Class. These two Classes are actually groups of subclasses,
depending on the underlying property securing such Allowed Claims, and each
subclass is treated hereunder as a distinct Class for voting and distribution
purposes.
XVII. TREATMENT OF CLAIMS AND EQUITY INTERESTS
1. Genesis Other Secured Claims (Class G1).
On or as soon as reasonably practicable after the later of the Effective Date
and the first Business Day after the date that is thirty (30) calendar days
after the date a Genesis Other Secured Claim becomes Allowed, each holder of an
Allowed Genesis Other Secured Claim shall receive, at the option of the Genesis
Reorganized Debtors, either (i) Cash in an amount equal to one hundred percent
(100%) of the unpaid amount of such Allowed Genesis Other Secured Claim, (ii)
the proceeds of the sale or disposition of the Collateral securing such Allowed
Genesis Other Secured Claim to the extent of the value of the holder's secured
interest in the Allowed Genesis Other Secured Claim, (iii) the Collateral
securing such Allowed Genesis Other Secured Claim, (iv) a note with periodic
Cash payments having a present value equal to the amount of the Allowed Genesis
Other Secured Claim, (v) such treatment that leaves unaltered the legal,
equitable, or contractual rights to which the holder of such Allowed Genesis
Other Secured Claim is entitled, or (vi) such other distribution as necessary to
satisfy the requirements of the Bankruptcy Code. In the event the Reorganized
Debtors treat a Claim under clause (i) or (ii) of this Section, the liens
securing such Genesis Other Secured Claims shall be deemed released.
2. Genesis Senior Lender Claims (Class G2).
Holders of the Genesis Senior Lender Claims shall receive an aggregate of (i)
Cash in an amount equal to interest on the Genesis Senior Lender Claims at
contractual, nondefault rates, from the Commencement Date to the Effective Date
(approximately $195,979,000 of which will have already been paid by the Genesis
Debtors by June 30, 2001, in connection with certain cash
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collateral stipulations), (ii) $99,923,000 in New Senior Notes, (iii) New
Convertible Preferred Stock with an aggregate liquidation preference of
$31,000,000, and (iv) 30,577,814 shares of New Common Stock, representing
approximately 74.58% of the total shares of New Common Stock to be issued and
outstanding as of the Effective Date, subject to dilution from stock issuances
occurring after the Effective Date, including, without limitation, in connection
with the conversion of the New Convertible Preferred Stock, the exercise of the
New Warrants, or options granted under the New Management Incentive Plan.
3. Genesis Priority Non-Tax Claims (Class G3).
Except to the extent that a holder of an Allowed Genesis Priority Non-Tax Claim
against any of the Genesis Debtors has agreed to a different treatment of such
Claim, each such holder shall receive, in full satisfaction of such Claim, Cash
in an amount equal to such Claim, on or as soon as reasonably practicable after
the later of (i) the Effective Date, (ii) the date such Claim becomes Allowed,
and (iii) the date for payment provided by any agreement or understanding
between the parties.
4. Genesis General Unsecured Claims (Class G4).
Except to the extent that an Allowed Genesis General Unsecured Claim is
an Insured Claim, the holders of Allowed Genesis General Unsecured Claims shall
receive a proportionate allocation of (i) 1,596,412 shares of New Common Stock
and (ii) New Warrants to purchase 2,394,618 shares of New Common Stock, based on
the aggregate amount of Allowed Claims in Classes G4 and G5. The shares of New
Common Stock allocated to Classes G4 and G5 represent approximately 3.89% of the
total shares of New Common Stock to be issued and outstanding on the Effective
Date, subject to dilution from stock issuances occurring after the Effective
Date, including, without limitation, in connection with the conversion of the
New Convertible Preferred Stock, the exercise of the New Warrants, or options
granted under the New Management Incentive Plan. Each holder of an Allowed
Genesis General Unsecured Claim shall receive its Ratable Proportion of shares
of New Common Stock allocated to this Class based on the aggregate amount of the
Allowed Claims in Classes G4 and G5. A holder of an Allowed Genesis General
Unsecured Claim that is an Insured Claim shall be paid in the ordinary course of
the business of the Reorganized Debtors to the extent that Claim is insured and
shall have an Allowed Genesis General Unsecured Claim to the extent the
applicable insurance policy does not provide coverage with respect to any
portion of the Insured Claim.
5. Genesis Senior Subordinated Note Claims (Class G5).
The holders of Allowed Genesis Senior Subordinated Note Claims
shall receive a proportionate allocation of (i) 1,596,412 shares of New Common
Stock and (ii) New Warrants to purchase 2,394,618 shares of New Common Stock,
based on the aggregate amount of Allowed Claims in Classes G4 and G5. The shares
of New Common Stock allocated to Classes G4 and G5 represent approximately 3.89%
of the total shares of New Common Stock to be issued and outstanding on the
Effective Date and are subject to dilution from stock issuances occurring after
the Effective Date, including, without limitation, in connection with the
conversion of the New Convertible Preferred Stock, the exercise of the New
Warrants, or options granted under the New Management Incentive Plan. Each
holder of an Allowed Genesis Senior Subordinated Note Claim shall receive its
Ratable Proportion of the shares of New Common Stock allocated to this Class,
based on the aggregate amount of the Allowed Claims in Classes G4 and G5.
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6. Genesis Intercompany Claims (Class G6).
Each holder of a Genesis Intercompany Claim shall be unimpaired.
7. Genesis Punitive Damage Claims (Class G7).
Each holder of a Genesis Punitive Damage Claim shall receive no
distribution under the Plan of Reorganization, but shall be paid in the ordinary
course of the business of the Reorganized Debtors to the extent such claims are
covered by applicable insurance policies and such insurance is permitted under
governing state law.
8. Genesis Series G Preferred Stock Interests (Class G8).
All Equity Interests represented by the Series G Cumulative Convertible
Preferred Stock issued by Genesis, and any Claims for dividends or a preference
on liquidation or other rights in connection therewith, shall be deemed canceled
as of the Effective Date, and each holder of such Equity Interest shall neither
receive nor retain any property or interest in property on account of such
Equity Interest.
9. Genesis Series H Preferred Stock Interests (Class G9).
All Equity Interests represented by the Series H Senior Convertible
Participating Cumulative Preferred Stock issued by Genesis, and any Claims for
dividends or a preference on liquidation or other rights in connection
therewith, shall be deemed canceled as of the Effective Date, and each holder of
such Equity Interest shall neither receive nor retain any property or interest
in property on account of such Equity Interest.
10. Genesis Series I Preferred Stock Interests (Class G10).
All Equity Interests represented by the Series I Senior Convertible Exchangeable
Participating Cumulative Preferred Stock issued by Genesis, and any Claims for
dividends or a preference on liquidation or other rights in connection
therewith, shall be deemed canceled as of the Effective Date, and each holder of
such Equity Interest shall neither receive nor retain any property or interest
in property on account of such Equity Interest.
11. Genesis Common Stock Interests (Class G11).
All Genesis Common Stock Interests shall be deemed canceled as of the Effective
Date, and each holder of a Genesis Common Stock Interest shall neither receive
nor retain any property or interest in property on account of such Genesis
Common Stock Interest.
12. Multicare Other Secured Claims (Class M1).
On or as soon as reasonably practicable after the later of the Effective Date
and the first Business Day after the date that is thirty (30) calendar days
after the date a Multicare Other Secured Claim becomes Allowed, each holder of
an Allowed Multicare Other Secured Claim shall receive, at the option of the
Reorganized Debtors, either (i) Cash in an amount equal to one hundred percent
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(100%) of the unpaid amount of such Allowed Multicare Other Secured Claim, (ii)
the proceeds of the sale or disposition of the Collateral securing such Allowed
Multicare Other Secured Claim to the extent of the value of the holder's secured
interest in the Allowed Multicare Other Secured Claim, (iii) the Collateral
securing such Allowed Multicare Other Secured Claim, (iv) a note with periodic
Cash payments having a present value equal to the amount of the Allowed
Multicare Other Secured Claim, (v) such treatment that leaves unaltered the
legal, equitable, or contractual rights to which the holder of such Allowed
Multicare Other Secured Claim is entitled, or (vi) such other distribution as
necessary to satisfy the requirements of the Bankruptcy Code. In the event the
Reorganized Debtors treat a Claim under clause (i) or (ii) of this Section, the
liens securing such Multicare Other Secured Claims shall be deemed released.
13. Multicare Senior Lender Claims (Class M2).
Holders of the Multicare Senior Lender Claims shall be entitled to receive
99.16% of the shares of New Multicare Stock. Pursuant to the Plan of Merger,
such holders shall be deemed to immediately exchange such common stock for (i)
$25,000,000 in Cash, (ii) $147,682,000 in New Senior Notes, (iii) shares of New
Convertible Preferred Stock with a liquidation preference of $11,600,000, and
(iv) 8,751,980 shares of New Common Stock, representing approximately 21.35% of
the total shares of New Common Stock to be issued and outstanding as of the
Effective Date, subject to dilution from stock issuances occurring after the
Effective Date, including, without limitation, in connection with the conversion
of the New Convertible Preferred Stock, the exercise of the New Warrants, or
options granted under the New Management Incentive Plan.
14. Multicare Priority Non-Tax Claims (Class M3).
Except to the extent that a holder of an Allowed Multicare Priority Non-Tax
Claim against any of the Multicare Debtors has agreed to a different treatment
of such Claim, each such holder shall receive, in full satisfaction of such
Claim, Cash in an amount equal to such Claim, on or as soon as reasonably
practicable after the later of (i) the Effective Date, (ii) the date such Claim
becomes Allowed, and (iii) the date for payment provided by any agreement or
understanding between the parties.
15. Multicare General Unsecured Claims (Class M4).
Except to the extent that an Allowed Multicare General Unsecured Claim
is an Insured Claim, the holders of Allowed Multicare General Unsecured Claims
shall receive 0.84% of the shares of New Multicare Stock. Pursuant to the merger
described in Section 5.2 hereof, the shares of New Multicare Stock allocated to
Class M4 will be exchanged for 73,794 shares of New Common Stock, representing
approximately 0.18% of the total shares of New Common Stock to be issued and
outstanding as of the Effective Date, subject to dilution from stock issuances
occurring after the Effective Date, including, without limitation, in connection
with the conversion of the New Convertible Preferred Stock, the exercise of the
New Warrants, or options granted under the New Management Incentive Plan. Each
holder of an Allowed Multicare General Unsecured Claim shall receive its Ratable
Proportion of shares of New Multicare Stock allocated to this Class based on the
aggregate amount of Allowed Claims in Class M4. The holder of an Allowed
Multicare General Unsecured Claim that is an
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Insured Claim shall be paid in the ordinary course of the business of the
Reorganized Debtors to the extent that Claim is insured, and shall have an
Allowed Multicare General Unsecured Claim to the extent the applicable insurance
policy does not provide coverage with respect to any portion of the Insured
Claim.
16. Multicare Senior Subordinated Note Claims (Class M5).
The holders of Allowed Claims in this Class shall receive no property
on account of such Claims.
17. Multicare Intercompany Claims (Class M6).
Each holder of a Multicare Intercompany Claim shall be unimpaired.
18. Multicare Punitive Damage Claims (Class M7).
Each holder of a Multicare Punitive Damage Claim shall receive no
distribution under the Plan of Reorganization, but shall be paid in the ordinary
course of the business of the Reorganized Debtors to the extent such claims are
covered by applicable insurance policies and such insurance is permitted under
governing state law.
19. Multicare Common Stock Interests (Class M8).
All Multicare Common Stock Interests shall be deemed canceled as of the
Effective Date, and each holder of a Multicare Common Stock Interest shall
neither receive nor retain any property or interest in property on account of
such Multicare Common Stock Interests.
XVIII. MEANS FOR IMPLEMENTATION
1. Deemed Consolidation of Debtors for Plan Purposes Only.
(a) Subject to the occurrence of the Effective Date, the Genesis Debtors
shall be deemed consolidated for the following purposes under the Plan of
Reorganization: (i) no distributions shall be made under the Plan of
Reorganization on account of the Genesis Intercompany Claims; (ii) all
guarantees by any of the Genesis Debtors of the obligations of any other Genesis
Debtor arising prior to the Effective Date shall be deemed eliminated so that
any Claim against any Genesis Debtor and any guarantee thereof executed by any
other Genesis Debtor and any joint and several liability of any of the Genesis
Debtors shall be deemed to be one obligation of the deemed consolidated Genesis
Debtors; and (iii) each and every Claim filed or to be filed in the
Reorganization Case of any of the Genesis Debtors shall be deemed filed against
the deemed consolidated Genesis Debtors and shall be deemed one Claim against
and obligation of the deemed consolidated Genesis Debtors.
Such deemed consolidation, however, shall not (other than for purposes
related to funding distributions under the Plan of Reorganization and as set
forth above in this Section) affect: (i) the legal and organizational structure
of the Reorganized Debtors; (ii) intercompany Claims by and among the Genesis
Debtors or Reorganized Debtors; (iii) pre- and post-Commencement Date
guarantees, liens, and security interests that are required to be maintained (A)
in connection with executory contracts or unexpired leases that were entered
into during the Genesis Reorganization Cases or that have been or will be
assumed, (B) pursuant to the Plan of Reorganization, or (C) in connection with
any financing
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entered into, or New Senior Notes issued, by the Reorganized Debtors on the
Effective Date; and (iv) distributions out of any insurance policies or proceeds
of such policies.
(b) Subject to the occurrence of the Effective Date, the Multicare
Debtors shall be deemed consolidated for the following purposes under the Plan
of Reorganization: (i) no distributions shall be made under the Plan of
Reorganization on account of Multicare Intercompany Claims; (ii) all guarantees
by any of the Multicare Debtors of the obligations of any other Multicare Debtor
arising prior to the Effective Date shall be deemed eliminated so that any Claim
against any Multicare Debtor and any guarantee thereof executed by any other
Multicare Debtor and any joint and several liability of any of the Multicare
Debtors shall be deemed to be one obligation of the deemed consolidated
Multicare Debtors; and (iii) each and every Claim filed or to be filed in the
Reorganization Case of any of the Multicare Debtors shall be deemed filed
against the deemed consolidated Multicare Debtors and shall be deemed one Claim
against and obligation of the deemed consolidated Multicare Debtors.
Such deemed consolidation, however, shall not (other than for purposes
related to funding distributions under the Plan of Reorganization and as set
forth above in this Section) affect: (i) the legal and organizational structure
of the Reorganized Debtors; (ii) intercompany Claims by and among the Multicare
Debtors or Reorganized Debtors; (iii) pre- and post-Commencement Date
guarantees, liens, and security interests that are required to be maintained (A)
in connection with executory contracts or unexpired leases that were entered
into during the Multicare Reorganization Cases or that have been or will be
assumed, (B) pursuant to the Plan of Reorganization, or (C) in connection with
any financing entered into by the Reorganized Debtors on the Effective Date; and
(iv) distributions out of any insurance policies or proceeds of policies.
2. Merger of Corporate Entities.
In accordance with the terms of the Plan of Merger and the votes of
Genesis, as the sole shareholder of Multicare Acquisition Corporation, and the
holders of the Multicare Senior Lender Claims and Multicare General Unsecured
Claims, Multicare Acquisition Corporation shall merge into Multicare, with
Multicare being the surviving entity. On such merger, (i) the New Multicare
Stock shall be exchanged for $147,682,000 of New Senior Notes and shares of New
Convertible Preferred Stock with an aggregate liquidation preference of
$11,600,000, to be distributed to holders of Allowed Claims in Class M2, and
8,825,774 shares of New Common Stock, to be distributed to holders of Allowed
Claims in Classes M2 and M4, (ii) Multicare Acquisition Corporation shall cease
to exist as a separate legal entity, and (iii) Reorganized Multicare shall
become a wholly-owned, indirect subsidiary of Reorganized Genesis.
3. Authorization of Plan Securities.
Reorganized Genesis is authorized to issue the Plan Securities in accordance
with Sections 4 and 5.2 hereof, without the need for any further corporate
action.
4. Exit Facility.
The Debtors are authorized to enter into new financing arrangements for purposes
of funding obligations under the Plan of Reorganization, including the payment
of Administrative Expense Claims and the repayment of obligations under the
Debtors' respective Revolving Credit and Guaranty Agreements described in
Section 2.4 hereof, and providing for working capital requirements. The new
financing arrangements may be in any form acceptable to
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Reorganized Genesis, including, without limitation, a new revolving credit
agreement and new Term A Notes, with priority in payment and collateral senior
to the New Senior Notes.
5. Waiver of Subordination.
The distributions under the Plan of Reorganization do not take into account the
relative priority of the Claims in each Class in connection with any contractual
subordination provisions relating to the Genesis Senior Subordinated Note
Claims. Accordingly, the distributions to the holders of Claims in Class G5
shall not be subject to levy, garnishment, attachment, or other legal process by
any holder of indebtedness senior to the indebtedness of the holders of the
Claims in Class G5, in each case by reason of claimed contractual subordination
rights. On the Effective Date, all creditors shall be deemed to have waived any
and all contractual subordination rights which they may have with respect to
such distribution, and the Confirmation Order shall permanently enjoin,
effective as of the Effective Date, all holders of senior indebtedness from
enforcing or attempting to enforce any such rights with respect to the
distributions under the Plan of Reorganization to the holders of Claims in Class
G5.
6. Registration Rights Agreement.
On the Effective Date, Reorganized Genesis shall execute and deliver a
registration rights agreement in the form set forth in the Plan Supplement,
obligating Reorganized Genesis to register the Plan Securities under the
Securities Exchange Act of 1933, as amended, upon the demand of any holder of
10% or more of the Plan Securities or the holders of 20% or more of the Plan
Securities in the aggregate, and pursuant to customary "piggyback" provisions,
all at the times and in accordance with the terms set forth in such registration
rights agreement.
7. Listing of New Common Stock.
Reorganized Genesis shall use commercially reasonable efforts to cause the
shares of New Common Stock to be listed on a national securities exchange or a
qualifying interdealer quotation system. Reorganized Genesis will be a public
reporting company under the Securities Exchange Act of 1934 and will file
periodic and current reports as required thereunder.
8. Management Incentive Plan.
Reorganized Genesis shall adopt the New Management Incentive Plan. The
solicitation of votes on this Plan of Reorganization shall be deemed a
solicitation of the holders of New Common Stock for approval of the New
Management Incentive Plan. Entry of the order confirming the Plan of
Reorganization shall constitute such approval, and the order confirming the Plan
of Reorganization shall so provide.
9. Release of Non-Debtor Affiliates.
As of the Effective Date, the non-Debtor corporate, partnership, and
joint venture subsidiaries or affiliates of the Debtors who are obligors under
any of the Genesis Senior Lender Agreements or the Multicare Senior Lender
Agreements shall be released from all such obligations in
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accordance with the provisions of a release and forbearance agreement executed
by the holders of the Genesis Senior Lender Claims and the holders of the
Multicare Senior Lender Claims.
10. Release of Representatives.
As of the Effective Date, the respective officers, directors, agents,
employees, representatives, financial advisors, professionals, accountants, and
attorneys of the Genesis Debtors, the Multicare Debtors, the statutory
committees of unsecured creditors appointed pursuant to section 1102 of the
Bankruptcy Code in the Genesis Reorganization Cases and the Multicare
Reorganization Cases, and Mellon Bank, N.A., as administrative agent under the
Genesis Senior Lender Agreements, the Multicare Senior Lender Agreements, and
the Revolving Credit and Guaranty Agreements described in Section 2.4 hereof
shall be released from any and all Claims against them in their capacity as
representatives of the Genesis Debtors, the Multicare Debtors, the statutory
committees, or Mellon Bank, N.A., as applicable, except as otherwise expressly
provided in the Plan of Reorganization, the Confirmation Order, or the order of
the Bankruptcy Court, dated February 23, 2001, approving a senior executive
retention plan for certain employees of Genesis.
11. Cancellation of Existing Securities and Agreements.
Except for purposes of evidencing a right to distributions under the Plan of
Reorganization or otherwise provided hereunder, on the Effective Date all the
agreements and other documents evidencing the Claims or rights of any holder of
a Claim against the Debtors, including all indentures and notes evidencing such
Claims and any options or warrants to purchase Equity Interests, obligating the
Debtors to issue, transfer, or sell Equity Interests or any other capital stock
of the Debtors, shall be cancelled; provided, however, that the indentures
relating to the Genesis Senior Subordinated Note Claims shall continue in effect
solely for the purposes of (a) allowing the indenture trustees to make any
distributions on account of Class G5 pursuant to the Plan and to perform such
other necessary administrative functions with respect thereto, and (b)
permitting the indenture trustees to maintain any rights or liens they may have
for fees, costs, and expenses under the indentures.
12. Board of Directors.
The initial Board of Directors of Reorganized Genesis shall consist of
seven (7) members whose names shall be disclosed at or prior to the Confirmation
Hearing. Six members will be selected by the holders of the Genesis Senior
Lender Claims and the Multicare Senior Lender Claims. Each of the members of
such initial Board of Directors shall serve a one-year term. After selection of
the initial Board of Directors, the holders of the New Common Stock will elect
members of the Board of Directors of Reorganized Genesis in accordance with the
Amended Certificate of Incorporation and Amended Bylaws and applicable
nonbankruptcy law.
13. Corporate Action.
Reorganized Genesis shall file the Amended Certificate of Incorporation
and an amended certificate of incorporation for each of the Reorganized Debtors
that are corporations, other than Reorganized Genesis, with the Secretary of
State of the State of Delaware on the Effective Date. The Amended Certificate of
Incorporation and the certificates of incorporation for each of the Reorganized
Debtors that are corporations, other than Reorganized Genesis, shall prohibit
the issuance of
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nonvoting equity securities, subject to further amendment of such certificates
of incorporation as permitted by applicable law. The Amended Bylaws shall be
deemed adopted by the board of directors of Reorganized Genesis as of the
Effective Date. All partnership and limited liability company agreements to
which any of the Debtors are parties shall be treated in accordance with Section
8.1 hereof.
14. Subsidiary Guarantees.
All Claims based upon guarantees of collection, payment, or performance
of any obligation of the Debtors made by any direct or indirect subsidiary of
Genesis or Multicare which is not a Debtor and all Claims against any such
subsidiary for which any of the Debtors are jointly or severally liable, in each
case which arise at any time prior to the Confirmation Date, shall be
discharged, released, extinguished, and of no further force and effect.
15. Settlement with the Federal Government.
The Settlement Agreement, dated as of [_________], 2001, among the
Genesis Debtors and the United States of America acting through the United
States Department of Health and Human Services, the Health Care Financing
Administration, the Office of Inspector General, the Department of Justice, and
other agencies or departments of the United States concerning the resolution of
certain Claims asserted by such agencies against the Genesis Debtors, in the
form set forth in the Plan Supplement, is hereby made a part of the Plan of
Reorganization.
16. Settlement Between the Genesis Debtors and the Multicare Debtors.
The settlement between Genesis and its direct and indirect
subsidiaries, on the one hand, and Multicare and its direct and indirect
subsidiaries, on the other hand, regarding any and all Claims against each other
shall be effectuated pursuant to the terms of that certain Settlement Agreement,
dated as of [______], 2001, among Genesis, Multicare, and their direct and
indirect subsidiaries or affiliates, in the form set forth in the Plan
Supplement. The effect of the settlement is that neither the Genesis Debtors nor
the Multicare Debtors will have claims against each other.
XIX. DISTRIBUTIONS
1. Distribution Record Date.
As of the close of business on the Distribution Record Date, the various
transfer registers for each of the Classes of Claims or Equity Interests as
maintained by the Debtors, or their respective agents, shall be deemed closed,
and there shall be no further changes in the record holders of any of the Claims
or Interests. The Debtors shall have no obligation to recognize any transfer of
the Claims or Equity Interests occurring on or after the Distribution Record
Date. The Debtors shall be entitled to recognize and deal for all purposes
hereunder only with those record holders stated on the transfer ledgers as of
the close of business on the Distribution Record Date, to the extent applicable.
2. Date of Distributions.
Unless otherwise provided herein, any distributions and deliveries to be made
hereunder shall be made on the Effective Date or as soon thereafter as is
practicable. In the event that any payment or act under the Plan of
Reorganization is required to be made or performed on a date that is not a
Business Day, then the making of such payment or the performance of such act may
be
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completed on or as soon as reasonably practicable after the next succeeding
Business Day, but shall be deemed to have been completed as of the required
date.
3. Distributions to Classes G2, G4, G5, M2, and M4.
On the Effective Date, the Disbursing Agent shall distribute the New
Senior Notes, the New Convertible Preferred Stock, the New Common Stock, and any
Cash allocable to Classes G2 and M2 to the individual holders of the Genesis
Senior Lender Claims and Multicare Senior Lender Claims in such denominations
and registered in the names of the holders as Mellon Bank, N.A. shall have
directed in writing. On the Effective Date, the Disbursing Agent shall
distribute the New Common Stock and the New Warrants to holders of Allowed
Claims in Classes G4 and G5, and the New Common Stock to holders of Allowed
Claims in Class M4. For the purpose of calculating the amount of New Common
Stock and New Warrants to be distributed to holders of Allowed Claims in Classes
G4, G5, and M4 on the Effective Date, all Disputed Claims in such Classes will
be treated as though such Claims will be Allowed Claims in the amounts asserted
or as estimated by the Bankruptcy Court, as applicable. On the Final
Distribution Date, each holder of an Allowed Claim in Classes G4, G5, and M4
shall receive a Catch-up Distribution of New Common Stock and/or New Warrants,
as applicable. After the Effective Date but prior to the Final Distribution
Date, the Reorganized Debtors, in their sole discretion, may direct the
Disbursing Agent to distribute shares of New Common Stock and/or New Warrants,
as applicable, to a holder of a Disputed Claim in Class G4, G5, or M4 which
becomes an Allowed Claim after the Effective Date such that the holder of such
Claim receives the same shares of New Common Stock and/or New Warrants, as
applicable, that such holder would have received had its Claim been an Allowed
Claim in such amount on the Effective Date.
4. Disbursing Agent.
All distributions under the Plan of Reorganization (other than distributions
described in the next sentences) shall be made by the applicable Debtor as
Disbursing Agent or such other entity designated by the applicable Debtor as a
Disbursing Agent on or after the Effective Date. Each Indenture Trustee shall be
the Disbursing Agent for its respective noteholders in Class G5. All
distributions to the creditors of each of the Multicare Debtors under the Plan
of Merger shall be made by Multicare Acquisition Corporation as Disbursing Agent
or such other entity designated by Multicare Acquisition Corporation as a
Disbursing Agent on or after the Effective Date. A Disbursing Agent shall not be
required to give any bond or surety or other security for the performance of its
duties unless otherwise ordered by the Bankruptcy Court, and, in the event that
a Disbursing Agent is so otherwise ordered, all costs and expenses of procuring
any such bond or surety shall be borne by the applicable Debtor.
5. Rights and Powers of Disbursing Agent.
(a) Powers of the Disbursing Agent. The Disbursing Agent shall be empowered to
(i) effect all actions and execute all agreements, instruments, and other
documents necessary to perform its duties under the Plan of Reorganization, (ii)
make all distributions contemplated hereby, (iii) employ professionals to
represent it with respect to its responsibilities, and (iv) exercise such other
powers as may be vested in the Disbursing Agent by order of the Bankruptcy
Court, pursuant to the Plan of Reorganization, or as deemed by the Disbursing
Agent to be necessary and proper to implement the provisions hereof.
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(b) Expenses Incurred on or After the Effective Date. Except as otherwise
ordered by the Bankruptcy Court, the amount of any reasonable fees and expenses
incurred by the Disbursing Agent on or after the Effective Date (including,
without limitation, taxes) and any reasonable compensation and expense
reimbursement claims (including, without limitation, reasonable attorney's fees
and expenses) made by the Disbursing Agent shall be paid in Cash by the
Reorganized Debtors.
6. Surrender of Instruments.
As a condition to receiving any distribution under the Plan of Reorganization,
each holder of a certificated instrument or note must surrender such instrument
or note held by it to the Disbursing Agent or its designee. Any holder of such
instrument or note that fails to (a) surrender such instrument or note, or (b)
execute and deliver an affidavit of loss and/or indemnity reasonably
satisfactory to the Disbursing Agent and furnish a bond in form, substance, and
amount reasonably satisfactory to the Disbursing Agent before the first
anniversary of the Effective Date shall be deemed to have forfeited all rights
and Claims and may not participate in any distribution under the Plan of
Reorganization. Any distribution so forfeited shall become property of
Reorganized Genesis.
7. Delivery of Distributions.
Subject to Bankruptcy Rule 9010, all distributions to any holder of an Allowed
Claim except the holders of an Allowed Senior Lender Claim, shall be made at the
address of such holder as set forth on the Schedules filed with the Bankruptcy
Court or on the books and records of the Debtors or their agents or in a letter
of transmittal unless the Debtors have been notified in writing of a change of
address, including, without limitation, by the filing of a proof of claim or
interest by such holder that contains an address for such holder different from
the address reflected on such Schedules for such holder. All distributions to
any holder of an Allowed Senior Lender Claim shall be made to Mellon Bank N.A.,
as administrative agent under the Genesis Senior Lender Agreements and the
Multicare Senior Lender Agreements. Any distribution of New Common Stock or New
Warrants to any of the Indenture Trustees shall be deemed a distribution to the
respective holder of a Genesis Senior Subordinated Note Claim. In the event that
any distribution to any holder is returned as undeliverable, the Disbursing
Agent shall use reasonable efforts to determine the current address of such
holder, but no distribution to such holder shall be made unless and until the
Disbursing Agent has determined the then current address of such holder, at
which time such distribution shall be made to such holder without interest;
provided that such distributions shall be deemed unclaimed property under
section 347(b) of the Bankruptcy Code at the expiration of one year from the
Effective Date. After such date, all unclaimed property or interest in property
shall revert to Reorganized Genesis, and the Claim of any other holder to such
property or interest in property shall be discharged and forever barred.
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8. Manner of Payment Under Plan of Reorganization.
All distributions of Cash, New Senior Notes, New Convertible Preferred Stock,
New Common Stock, and New Warrants to the creditors of each of the Genesis
Debtors under the Plan of Reorganization shall be made by, or on behalf of, the
applicable Reorganized Debtor. Where the applicable Reorganized Debtor is a
subsidiary of Reorganized Genesis, Reorganized Genesis shall make a capital
contribution, either directly or indirectly, to the applicable Reorganized
Debtor equal to the amount distributed, but only at such time as, and to the
extent, the amounts are actually distributed to holders of Allowed Claims. All
distributions under the Plan of Reorganization of New Senior Notes to the
creditors of the Genesis Debtors shall be made by, or on behalf of, Reorganized
Genesis. To the extent that New Senior Notes are issued by Reorganized Genesis
to creditors of a Reorganized Debtor that is a subsidiary of Reorganized
Genesis, the portion of the Claims for which such New Senior Notes are issued
shall be treated as acquired by Reorganized Genesis. Immediately thereafter, and
pursuant hereto, Reorganized Genesis shall make a capital contribution, either
directly or indirectly, to any applicable Reorganized Debtor, and such Claim
shall be immediately cancelled and discharged. Any distributions that revert to
any of the Reorganized Debtors or are otherwise cancelled (such as to the extent
any distributions have not been claimed within one year or are cancelled
pursuant to Section 6.6 hereof) shall revest solely in Reorganized Genesis, and
any applicable Reorganized Debtor (other than Reorganized Genesis) shall not
have (nor shall it be considered to ever have had) any ownership interest in the
amounts distributed.
(b) Subject to Section 4.13 hereof, the distribution of New Multicare Stock to
the creditors of each of the Multicare Debtors immediately prior to the merger
of Multicare Acquisition Corporation (a newly-formed, second tier subsidiary of
Genesis) into Multicare shall be made by, or on behalf of, the applicable
Multicare Debtor. Where the applicable Multicare Debtor is a subsidiary of
Multicare, Multicare shall make a capital contribution, either directly or
indirectly, to the applicable Multicare Debtor equal to the amount of New
Multicare Stock distributed to the creditors of the Multicare Debtors.
(c) All distributions of Cash, New Senior Notes, New Convertible Preferred
Stock, and New Common Stock to the creditors of each of the Multicare Debtors
under the Plan of Merger shall be made by, or on behalf of, Multicare
Acquisition Corporation. Reorganized Genesis shall make a capital contribution
to the intermediate corporate parent of Multicare Acquisition Corporation, which
in turn shall make a capital contribution to Multicare Acquisition Corporation,
equal to the amount distributed, with such contributions occurring only at such
time as, and to the extent, the amounts are actually distributed to holders of
Allowed Claims. All distributions under the Plan of New Senior Notes to the
creditors of the Multicare Debtors shall be made by, or on behalf of,
Reorganized Genesis. To the extent that the acquisition of the New Multicare
Stock pursuant to the Plan of Reorganization and the Plan of Merger is in
exchange for the New Senior Notes, such stock shall be treated as acquired by
Reorganized Genesis. Immediately thereafter, and pursuant hereto, Reorganized
Genesis shall contribute such stock to the intermediate corporate parent of
Multicare Acquisition Corporation. Any distributions that revert to the
Reorganized Debtors or are otherwise cancelled (such as to the extent any
distributions have not been claimed within one year or are cancelled pursuant to
Section 6.6 hereof) shall revest solely in Reorganized Genesis, and no
Reorganized Debtor (other than
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Reorganized Genesis) shall have (or shall be considered to ever have had) any
ownership interest in the amounts distributed.
(d) At the option of the Debtors, any Cash payment to be made hereunder may be
made by a check or wire transfer or as otherwise required or provided in
applicable agreements.
9. Fractional Shares and Fractional Warrants.
No fractional shares of New Common Stock or New Convertible Preferred Stock, or
fractional New Warrants or Cash in lieu thereof, shall be distributed. For
purposes of distribution, fractional shares of New Common Stock or New
Convertible Preferred Stock, or fractional New Warrants, shall be rounded down
to the next whole number or zero, as applicable.
10. Setoffs.
Except with respect to the Genesis Senior Lender Claims and the
Multicare Senior Lender Claims, the Debtors may, but shall not be required to,
set off against any Claim (for purposes of determining the Allowed amount of
such Claim on which distribution shall be made), any claims of any nature
whatsoever that the Debtors may have against the holder of such Claim, but
neither the failure to do so nor the allowance of any Claim hereunder shall
constitute a waiver or release by the Debtors of any such claim the Debtors may
have against the holder of such Claim.
11. Allocation of Plan Distribution Between Principal and Interest.
All distributions in respect of any Claim shall be allocated first to
the principal amount of such Claim, as determined for federal income tax
purposes, and thereafter, to the remaining portion of such Claim, if any.
12. Allowance of Claims in Classes G2, G5, M2, and M5.
The aggregate Claims in Classes G2, G5, M2, and M5 shall be deemed
Allowed, solely for purposes of this Plan of Reorganization, in the amounts of
$1,193,460,000 (excluding postpetition interest and before giving effect to
postpetition payments), $387,425,000, $443,400,000 (excluding postpetition
interest), and $257,817,000, respectively. The Claims in Class G5 shall be
deemed Allowed, solely for purposes of this Plan of Reorganization, in the
following amounts for each issue of senior subordinated notes: (i) 9-3/4% Senior
Subordinated Notes due 2005: $126,077,500; (ii) 9-1/4% Senior Subordinated Notes
due 2006: $133,414,931; (iii) 9-7/8% Senior Subordinated Notes due 2009:
$126,303,247; and (iv) 9-3/8 Senior Subordinated Notes due 2005: $1,629,313.
XX. PROCEDURES FOR DISPUTED CLAIMS
1. Objections to Claims.
The Reorganized Debtors shall be entitled to object to Claims. Any objections to
Claims shall be served and filed on or before the later of (i) one hundred
twenty (120) days after the Effective Date or (ii) such date as may be fixed by
the Bankruptcy Court, whether fixed before or after the date specified in clause
(i) above.
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2. Payments and Distributions with Respect to Disputed Claims.
(a) General. Notwithstanding any other provision hereof, if any portion of a
Claim is a Disputed Claim, no payment or distribution provided hereunder shall
be made on account of such Claim unless and until such Disputed Claim becomes an
Allowed Claim.
(b) Tort Claims. All Tort Claims shall be deemed Disputed Claims unless and
until they are liquidated. Any Tort Claim which has not been liquidated prior to
the date of this Plan and as to which a proof of claim was timely filed in the
Reorganization Cases shall be determined and liquidated in accordance with an
alternative dispute resolution procedure or if the claimant pursuing the Tort
Claim has received relief from the automatic stay (through such alternative
dispute resolution procedure or otherwise), the Tort Claim shall be determined
and liquidated in the administrative or judicial tribunal in which it is pending
on the Confirmation Date or in any administrative or judicial tribunal of
appropriate jurisdiction. Any Tort Claim determined and liquidated (i) pursuant
to a judgment obtained in accordance with this Section and applicable
nonbankruptcy law which is no longer appealable or subject to review, or (ii) in
the alternative dispute resolution or similar proceeding approved by order of
the Bankruptcy Court shall be deemed, to the extent applicable, an Allowed Claim
in Class G4 or Class M4, as applicable, in such liquidated amount (provided that
for Insured Claims, such amount shall not exceed the liquidated amount of the
claim less the amount paid by the insurer) and treated in accordance with
Sections 4.4 and 4.15 hereof. Nothing contained in this Section shall constitute
or be deemed a waiver of any Claim, right, or cause of action that the Debtors
may have against any person in connection with or arising out of any Tort Claim,
including, without limitation, any rights under section 157(b) of title 28 of
the United States Code.
3. Distributions After Allowance.
After such time as a Disputed Claim becomes, in whole or in part, an Allowed
Claim, the Reorganized Debtors shall distribute to the holder thereof the
distributions, if any, to which such holder is then entitled under the Plan of
Reorganization. Such Cash distributions shall be made as soon as practicable
after the date that the order or judgment of the Bankruptcy Court allowing such
Disputed Claim (or portion thereof) becomes a Final Order, but in no event more
than thirty (30) days thereafter. Shares of New Common Stock or New Warrants
distributable to the holder of a Disputed Claim which becomes an Allowed Claim
(in whole or in part) as a result of the entry of an order or judgment of the
Bankruptcy Court allowing such Disputed Claim (or portion thereof) shall be made
in accordance with Section 6.3 hereof.
4. Estimations of Claims.
The Reorganized Debtors may at any time request that the Bankruptcy Court
estimate any contingent, unliquidated, or Disputed Claim pursuant to section
502(c) of the Bankruptcy Code regardless of whether the Debtor previously
objected to such Claim or whether the Bankruptcy Court has ruled on any such
objection, and the Bankruptcy Court will retain jurisdiction to estimate any
Claim at any time during litigation concerning any objection to any Claim,
including, without limitation, during the pendency of any appeal relating to any
such objection.
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In the event that the Bankruptcy Court estimates any contingent, unliquidated,
or Disputed Claim, the amount so estimated shall constitute either the allowed
amount of such Claim or a maximum limitation on such Claim, as determined by the
Bankruptcy Court. If the estimated amount constitutes a maximum limitation on
the amount of such Claim, the Reorganized Debtors may pursue supplementary
proceedings to object to the allowance of such Claim. All of the aforementioned
objection, estimation, and resolution procedures are intended to be cumulative
and not exclusive of one another. Claims may be estimated and subsequently
compromised, settled, withdrawn, or resolved by any mechanism approved by the
Bankruptcy Court.
5. Interest and Dividends.
To the extent that a Disputed Claim becomes an Allowed Claim after the Effective
Date and is entitled to a Cash distribution under the Plan of Reorganization,
the holder of such Claim shall be entitled to a Cash distribution plus interest
thereon, calculated at the average rate received by the Debtors in their deposit
accounts, from the Effective Date to the date of distribution. In the event that
dividend distributions have been made with respect to the New Common Stock
distributable to a holder of a Disputed Claim that later becomes Allowed, such
holder shall be entitled to receive such previously distributed dividends
without any interest with respect thereto.
XXI. EXECUTORY CONTRACTS AND UNEXPIRED LEASES
1. General Treatment.
All executory contracts and unexpired leases to which any of the Debtors are
parties are hereby assumed, except for an executory contract or unexpired lease
that (a) has been assumed or rejected pursuant to Final Order of the Bankruptcy
Court, (b) is specifically designated as a contract or lease to be rejected on
the Schedule of Rejected Contracts that is part of the Plan Supplement, (c) is
the subject of a separate motion to assume or reject filed under section 365 of
the Bankruptcy Code by the Genesis Debtors or Multicare Debtors prior to the
Confirmation Date, or (d) is an option or warrant to purchase common stock of
any of the Debtors or right to convert any Equity Interest into common stock of
any of the Debtors to the extent such option, warrant, or conversion right is
determined not to be an Equity Interest.
2. Cure of Defaults.
Except to the extent that different treatment has been agreed to by the
nondebtor party or parties to any executory contract or unexpired lease to be
assumed pursuant to Section 8.1 hereof, the Debtors shall, pursuant to the
provisions of sections 1123(a)(5)(G) and 1123(b)(2) of the Bankruptcy Code and
consistent with the requirements of section 365 of the Bankruptcy Code, within
thirty (30) days of the Confirmation Date, file and serve a pleading with the
Bankruptcy Court listing the cure amounts of all executory contracts or
unexpired leases to be assumed. The parties to such executory contracts or
unexpired leases to be assumed by the Debtors shall have fifteen (15) days from
service to object to the cure amounts listed by the Debtors. If there are any
objections filed, the Bankruptcy Court shall hold a hearing. The Debtors shall
retain their right to reject any of their executory contracts or unexpired
leases, including contracts or leases that are subject to a dispute concerning
amounts necessary to cure any defaults.
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3. Rejection Claims.
In the event that the rejection of an executory contract or unexpired lease by
any of the Debtors pursuant to the Plan of Reorganization results in damages to
the other party or parties to such contract or lease, a Claim for such damages,
if not heretofore evidenced by a filed proof of claim, shall be forever barred
and shall not be enforceable against the Debtors, or their respective properties
or interests in property as agents, successors, or assigns, unless a proof of
claim is filed with the Bankruptcy Court and served upon counsel for the Debtors
on or before the date that is thirty (30) days after the Confirmation Date or
such later rejection date that occurs as a result of a dispute concerning
amounts necessary to cure any defaults.
4. Senior Executives of Reorganized Genesis.
Reorganized Genesis shall enter into long-term employment agreements
with Michael R. Walker, Richard R. Howard, David C. Barr, and George V. Hager,
Jr. in the form set forth in the Plan Supplement.
5. Survival of the Debtors' Corporate Indemnities.
Any obligations of the Debtors pursuant to their corporate charters and bylaws
or agreements entered into any time prior to the Effective Date, to indemnify
current directors, officers, agents, and/or employees with respect to all
present and future actions, suits, and proceedings against the Debtors or such
directors, officers, agents, and/or employees, based upon any act or omission
for or on behalf of the Debtors shall not be discharged or impaired by
confirmation of the Plan of Reorganization. Such obligations shall be deemed and
treated as executory contracts to be assumed by the Debtors pursuant to the Plan
of Reorganization, and shall continue as obligations of the Reorganized Debtors.
XXII. CONDITION PRECEDENT TO THE EFFECTIVE DATE
The occurrence of the Effective Date of the Plan of Reorganization is subject to
satisfaction of the condition precedent that the Reorganized Debtors shall enter
into the new financing arrangements referred to in Section 5.4 hereof for
purposes of funding obligations under the Plan of Reorganization and providing
for working capital requirements and all of the conditions precedent to the
initial extensions of credit thereunder shall be satisfied.
XXIII. EFFECT OF CONFIRMATION
1. Vesting of Assets.
Upon the Effective Date, pursuant to sections 1141(b) and (c) of the Bankruptcy
Code, all property of the Debtors' bankruptcy estates shall vest in the
Reorganized Debtors free and clear of all Claims, liens, encumbrances, charges,
and other interests, except as provided herein. The Reorganized Debtors may
operate their businesses and may use, acquire, and dispose of property free of
any restrictions of the Bankruptcy Code or the Bankruptcy Rules and in all
respects as if
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there were no pending cases under any chapter or provision of the Bankruptcy
Code, except as provided herein.
2. Discharge of Claims and Termination of Equity Interests.
Except as otherwise provided herein or in the Confirmation Order, the rights
afforded in the Plan of Reorganization and the payments and distributions to be
made hereunder shall discharge all existing debts and Claims, and terminate all
Equity Interests, of any kind, nature, or description whatsoever against or in
the Debtors or any of their assets or properties to the fullest extent permitted
by section 1141 of the Bankruptcy Code. Except as provided in the Plan of
Reorganization, upon the Effective Date, all existing Claims against the Debtors
and Equity Interests in the Debtors, shall be, and shall be deemed to be,
discharged and terminated, and all holders of Claims and Equity Interests shall
be precluded and enjoined from asserting against the Reorganized Debtors, or any
of their assets or properties, any other or further Claim or Equity Interest
based upon any act or omission, transaction, or other activity of any kind or
nature that occurred prior to the Effective Date, whether or not such holder has
filed a proof of claim or proof of equity interest.
3. Discharge of Debtors.
Upon the Effective Date and in consideration of the distributions to be made
hereunder, except as otherwise expressly provided herein, each holder (as well
as any trustees and agents on behalf of each holder) of a Claim or Equity
Interest and any affiliate of such holder shall be deemed to have forever
waived, released, and discharged the Debtors, to the fullest extent permitted by
section 1141 of the Bankruptcy Code, of and from any and all Claims, Equity
Interests, rights, and liabilities that arose prior to the Effective Date. Upon
the Effective Date, all such persons shall be forever precluded and enjoined,
pursuant to section 524 of the Bankruptcy Code, from prosecuting or asserting
any such discharged Claim against or terminated Equity Interest in the Debtors.
4. Term of Injunctions or Stays.
Unless otherwise provided, all injunctions or stays arising under or entered
during the Reorganization Cases under section 105 or 362 of the Bankruptcy Code,
or otherwise, and in existence on the Confirmation Date, shall remain in full
force and effect until the later of the Effective Date and the date indicated in
such order.
5. Injunction Against Interference With Plan.
Upon the entry of a Confirmation Order with respect to the Plan of
Reorganization, all holders of Claims and Equity Interests and other parties in
interest, along with their respective present or former employees, agents,
officers, directors, or principals, shall be enjoined from taking any actions to
interfere with the implementation or consummation of the Plan of Reorganization.
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6. Exculpation.
Neither the Debtors, any Disbursing Agent, the statutory committees of unsecured
creditors appointed pursuant to section 1102 of the Bankruptcy Code in the
Genesis Reorganization Cases and the Multicare Reorganization Cases, Mellon
Bank, N.A., as administrative agent under, and any lender under, the Genesis
Senior Lender Agreements, the Multicare Senior Lender Agreements, and the
Revolving Credit and Guaranty Agreements described in Section 2.4 hereof, nor
any of their respective members, officers, directors, employees, agents, or
professionals shall have or incur any liability to any holder of any Claim or
Equity Interest for any act or omission in connection with, or arising out of,
the Reorganization Cases, the confirmation of the Plan of Reorganization, the
consummation of the Plan of Reorganization, or the administration of the Plan of
Reorganization or property to be distributed under the Plan of Reorganization,
except for willful misconduct or gross negligence.
7. Retention of Causes of Action/Reservation of Rights.
(a) Nothing contained in the Plan of Reorganization or the Confirmation Order
shall be deemed to be a waiver or the relinquishment of any rights or causes of
action that the Debtors or the Reorganized Debtors may have or which the
Reorganized Debtors may choose to assert on behalf of their respective estates
under any provision of the Bankruptcy Code or any applicable nonbankruptcy law,
including, without limitation, (i) any and all Claims against any person or
entity, to the extent such person or entity asserts a crossclaim, counterclaim,
and/or Claim for setoff which seeks affirmative relief against the Debtors, the
Reorganized Debtors, their officers, directors, or representatives, and (ii) the
turnover of any property of the Debtors' estates; provided, however, that this
Section does not apply with respect to the settlement agreements described in
Sections 5.15 and 5.16 hereof. Notwithstanding the foregoing, the Debtors and
the Reorganized Debtors waive all avoidance actions except as set forth in the
Plan Supplement.
(b) Nothing contained in the Plan of Reorganization or the Confirmation Order
shall be deemed to be a waiver or relinquishment of any claim, cause of action,
right of setoff, or other legal or equitable defense which the Debtors had
immediately prior to the Commencement Date, against or with respect to any Claim
left unimpaired by the Plan of Reorganization. The Reorganized Debtors shall
have, retain, reserve, and be entitled to assert all such claims, causes of
action, rights of setoff, and other legal or equitable defenses which they had
immediately prior to the Commencement Date fully as if the Reorganization Cases
had not been commenced, and all of the Reorganized Debtors' legal and equitable
rights respecting any Claim left unimpaired by the Plan of Reorganization may be
asserted after the Confirmation Date to the same extent as if the Reorganization
Cases had not been commenced.
XXIV. RETENTION OF JURISDICTION
On and after the Effective Date, the Bankruptcy Court shall retain jurisdiction
over all matters arising in, arising under, and related to the Reorganization
Cases for, among other things, the following purposes:
(a) To hear and determine applications for the assumption or
rejection of executory contracts or unexpired leases and the allowance
of Claims resulting therefrom.
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(b) To determine any motion, adversary proceeding,
application, contested matter, and other litigated matter pending on or
commenced after the Confirmation Date.
(c) To ensure that distributions to holders of Allowed Claims
are accomplished as provided herein.
(d) To consider Claims or the allowance, classification,
priority, compromise, estimation, or payment of any Claim,
Administrative Claim, or Equity Interest.
(e) To enter, implement, or enforce such orders as may be
appropriate in the event the Confirmation Order is for any reason
stayed, reversed, revoked, modified, or vacated.
(f) To issue injunctions, enter and implement other orders,
and take such other actions as may be necessary or appropriate to
restrain interference by any person with the consummation,
implementation, or enforcement of the Plan of Reorganization, the
Confirmation Order, or any other order of the Bankruptcy Court.
(g) To hear and determine any application to modify the Plan
of Reorganization in accordance with section 1127 of the Bankruptcy
Code, to remedy any defect or omission or reconcile any inconsistency
in the Plan of Reorganization, the disclosure statement for the Plan or
Reorganization, or any order of the Bankruptcy Court, including the
Confirmation Order, in such a manner as may be necessary to carry out
the purposes and effects thereof.
(h) To hear and determine all applications under sections 330,
331, and 503(b) of the Bankruptcy Code for awards of compensation for
services rendered and reimbursement of expenses incurred prior to the
Confirmation Date.
(i) To hear and determine disputes arising in connection with
the interpretation, implementation, or enforcement of the Plan of
Reorganization, the Confirmation Order, any transactions or payments
contemplated hereby, or any agreement, instrument, or other document
governing or relating to any of the foregoing.
(j) To take any action and issue such orders as may be
necessary to construe, enforce, implement, execute, and consummate the
Plan of Reorganization or to maintain the integrity of the Plan of
Reorganization following consummation.
(k) To hear any disputes arising out of, and to enforce, the
order approving alternative dispute resolution procedures to resolve
personal injury, employment litigation, and similar claims pursuant to
section 105(a) of the Bankruptcy Code.
(l) To determine such other matters and for such other
purposes as may be provided in the Confirmation Order.
(m) To hear and determine matters concerning state, local, and
federal taxes in accordance with sections 346, 505, and 1146 of the
Bankruptcy Code.
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(n) To hear and determine any other matters related hereto and
not inconsistent with the Bankruptcy Code and title 28 of the United
States Code.
(o) To enter a final decree closing the Reorganization Cases.
(p) To recover all assets of the Debtors and property of the
Debtors' estates, wherever located.
XXV. MISCELLANEOUS PROVISIONS
1. Payment of Statutory Fees.
On the Effective Date, and thereafter as may be required, the Debtors shall pay
all fees payable pursuant to section 1930 of chapter 123 of title 28 of the
United States Code.
2. Retiree Benefits.
On and after the Effective Date, pursuant to section 1129(a)(13) of the
Bankruptcy Code, the Reorganized Debtors shall continue to pay all retiree
benefits of the Debtors (within the meaning of section 1114 of the Bankruptcy
Code), at the level established in accordance with section 1114 of the
Bankruptcy Code, at any time prior to the Confirmation Date, for the duration of
the period for which the Debtors had obligated themselves to provide such
benefits.
3. Dissolution of Statutory Committees of Unsecured Creditors.
The statutory committees of unsecured creditors appointed pursuant to section
1102 of the Bankruptcy Code in the Genesis Reorganization Cases and the
Multicare Reorganization Cases shall dissolve on the Effective Date, except that
such statutory committees shall have the right to review and object to any
applications for compensation and reimbursement of expenses filed in accordance
with Section 2.2 hereof.
4. Substantial Consummation.
On the Effective Date, the Plan of Reorganization shall be deemed to be
substantially consummated under sections 1101 and 1127(b) of the Bankruptcy
Code.
5. Amendments.
(a) Plan of Reorganization Modifications. The Plan of Reorganization may be
amended, modified, or supplemented by the Debtors or the Reorganized Debtors in
the manner provided for by section 1127 of the Bankruptcy Code or as otherwise
permitted by law without additional disclosure pursuant to section 1125 of the
Bankruptcy Code, with the prior written consent of Mellon Bank, N.A., as
administrative agent under the Genesis Senior Lender Agreements, the Multicare
Senior Lender Agreements, and the Revolving Credit and Guaranty Agreements
described in Section 2.4 hereof and the statutory committee of unsecured
creditors appointed in the Genesis Reorganization Cases, to the extent that such
amendment, modification, or supplement would adversely and materially affect the
treatment of the Senior Lender Claims and the Genesis General Unsecured Claims,
respectively, except as the Bankruptcy Court may
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otherwise direct. In addition, after the Confirmation Date, so long as such
action does not materially adversely affect the treatment of holders of Claims
or Equity Interests under the Plan of Reorganization, the Debtors may institute
proceedings in the Bankruptcy Court to remedy any defect or omission or
reconcile any inconsistencies in the Plan of Reorganization or the Confirmation
Order, with respect to such matters as may be necessary to carry out the
purposes and effects of the Plan of Reorganization.
(b) Other Amendments. Prior to the Effective Date the Debtors may make
appropriate technical adjustments and modifications to the Plan of
Reorganization without further order or approval of the Bankruptcy Court,
provided that such technical adjustments and modifications do not adversely
affect in a material way the treatment of holders of Claims or Equity Interests.
6. Revocation or Withdrawal of the Plan.
The Debtors reserve the right to revoke or withdraw the Plan prior to
the Effective Date. If the Debtors take such action, the Plan of Reorganization
shall be deemed null and void.
7. Severability.
If, prior to the entry of the Confirmation Order, any term or provision
of the Plan of Reorganization is held by the Bankruptcy Court to be invalid,
void, or unenforceable, the Bankruptcy Court, at the request of the Debtors,
shall have the power to alter and interpret such term or provision to make it
valid or enforceable to the maximum extent practicable, consistent with the
original purpose of the term or provision held to be invalid, void, or
unenforceable, and such term or provision shall then be applicable as altered or
interpreted. Notwithstanding any such holding, alteration, or interpretation,
the remainder of the terms and provisions of the Plan of Reorganization will
remain in full force and effect and will in no way be affected, impaired, or
invalidated by such holding, alteration, or interpretation. The Confirmation
Order shall constitute a judicial determination and shall provide that each term
and provision of the Plan or Reorganization, as it may have been altered or
interpreted in accordance with the foregoing, is valid and enforceable pursuant
to its terms.
8. Governing Law.
Except to the extent that the Bankruptcy Code or other federal law is
applicable, or to the extent an Exhibit hereto or a schedule in the Plan
Supplement provides otherwise, the rights, duties, and obligations arising under
the Plan of Reorganization shall be governed by, and construed and enforced in
accordance with, the laws of the State of Delaware, without giving effect to the
principles of conflict of laws thereof.
9. Time.
In computing any period of time prescribed or allowed by the Plan of
Reorganization, unless otherwise set forth herein or determined by the
Bankruptcy Court, the provisions of Bankruptcy Rule 9006 shall apply.
167
10. Notices.
All notices, requests, and demands to or upon the Debtors to be effective shall
be in writing (including by facsimile transmission) and, unless otherwise
expressly provided herein, shall be deemed to have been duly given or made when
actually delivered or, in the case of notice by facsimile transmission, when
received and telephonically confirmed, addressed as follows:
Genesis Health Ventures, Inc.
101 East State Street
Kennett Square, Pennsylvania 19348
Attn: James J. Wankmiller, Esq.
Corporate Secretary and General Counsel
Telephone: (610) 444-6350
Telecopier: (610) 444-3365
- and -
Weil, Gotshal & Manges LLP
767 Fifth Avenue
New York, New York 10153
Attn: Michael F. Walsh, Esq.
Gary T. Holtzer, Esq.
Telephone: (212) 310-8000
Telecopier: (212) 310-8007
- and -
168
Richards, Layton & Finger P.A.
One Rodney Square
P.O. Box 551
Wilmington, Delaware 19899
Attn: Mark D. Collins, Esq.
Telephone: (302) 658-6541
Telecopier: (302) 658-6548
- and -
The Multicare Companies, Inc.
101 East State Street
Kennett Square, Pennsylvania 19348
Attn: James J. Wankmiller, Esq.
Corporate Secretary and General Counsel
Telephone: (610) 444-6350
Telecopier: (610) 444-3365
- and -
169
Willkie Farr & Gallagher
787 Seventh Avenue
New York, New York 10019-6099
Attn: Marc Abrams, Esq.
Paul V. Shalhoub, Esq.
Telephone: (212) 728-8000
Telecopier: (212) 728-8111
- and -
Young Conaway Stargatt & Taylor
11th Floor, Wilmington Trust Company
P.O. Box 391
Wilmington, Delaware 19899-0391
Attn: James J. Patton, Esq.
Robert S. Brady, Esq.
Telephone: (302) 571-6600
Telecopier: (302) 571-1253
Dated: Wilmington, Delaware
June 5, 2001
RESPECTFULLY SUBMITTED,
GENESIS HEALTH SERVICES CORPORATION
GENESIS HEALTH VENTURES, INC.
ACCUMED, INC.
ASCO HEALTHCARE, INC.
ASCO HEALTHCARE OF NEW ENGLAND, INC.
BRINTON MANOR, INC.
BURLINGTON WOODS CONVALESCENT CENTER, INC.
CARECARD, INC.
CAREFLEET, INC.
CHELTENHAM LTC MANAGEMENT, INC.
COMPASS HEALTH SERVICES, INC.
CONCORD HEALTHCARE CORPORATION
CONCORD PHARMACY SERVICES, INC.
CRESTVIEW CONVALESCENT HOME, INC.
170
CRESTVIEW NORTH, INC.
CRYSTAL CITY NURSING CENTER, INC.
DELCO APOTHECARY, INC.
DERBY NURSING CENTER CORPORATION
DIANE MORGAN AND ASSOCIATES, INC.
DOVER HEALTHCARE ASSOCIATES, INC.
EASTERN MEDICAL SUPPLIES, INC.
EASTERN REHAB SERVICES, INC.
EIDOS, INC.
ENCARE OF MASSACHUSETTS, INC.
GENESIS ELDERCARE ADULT DAY HEALTH SERVICES,
INC.
GENESIS ELDERCARE DIAGNOSTIC SERVICES, INC.
GENESIS ELDERCARE HOME CARE SERVICES, INC.
GENESIS ELDERCARE HOME HEALTH SERVICES-
SOUTHERN, INC.
GENESIS ELDERCARE HOSPITALITY SERVICES, INC.
GENESIS ELDERCARE MANAGEMENT SERVICES, INC.
GENESIS ELDERCARE NETWORK SERVICES, INC.
GENESIS ELDERCARE NATIONAL CENTERS, INC.
GENESIS ELDERCARE NETWORK SERVICES OF
MASSACHUSETTS, INC.
GENESIS ELDERCARE PHYSICIAN SERVICES, INC.
GENESIS ELDERCARE PROPERTIES, INC.
GENESIS ELDERCARE REHABILITATION
MANAGEMENT SERVICES, INC.
GENESIS ELDERCARE REHABILITATION SERVICES,
INC.
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 LANHAM, 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 WAYNE, INC.
GENESIS HEALTH VENTURES OF WEST VIRGINIA,
INC.
GENESIS HEALTH VENTURES OF WILKES-BARRE,
INC.
GENESIS HEALTH VENTURES OF WINDSOR, INC.
GENESIS HEALTHCARE CENTERS HOLDINGS, INC.
GENESIS HOLDINGS, INC.
GENESIS IMMEDIATE MED CENTER, INC.
GENESIS PROPERTIES OF DELAWARE CORPORATION
GENESIS SELECTCARE CORP.
GERIATRIC & MEDICAL COMPANIES, INC.
GERIATRIC AND MEDICAL SERVICES, INC.
GERIATRIC AND MEDICAL INVESTMENTS
CORPORATION
171
GERIMED CORP.
GMC LEASING CORPORATION
GMC MEDICAL CONSULTING SERVICES, INC.
GMS MANAGEMENT-TUCKER, INC.
GMS MANAGEMENT, INC.
GOVERNOR'S HOUSE NURSING HOME, INC.
HEALTH CONCEPTS AND SERVICES, INC
HEALTHCARE RESOURCES CORP.
HEALTHOBJECTS CORPORATION
HILLTOP HEALTH CARE CENTER, INC.
HORIZON MEDICAL EQUIPMENT AND SUPPLY, INC.
INNOVATIVE HEALTH CARE MARKETING, INC.
INNOVATIVE PHARMACY SERVICES, INC.
INSTITUTIONAL HEALTH CARE SERVICES, INC.
KEYSTONE NURSING HOME, INC.
KNOLLWOOD MANOR, INC.
KNOLLWOOD NURSING HOME, INC.
LIFE SUPPORT MEDICAL EQUIPMENT, INC.
LIFE SUPPORT MEDICAL, INC.
LINCOLN NURSING HOME, INC.
MANOR MANAGEMENT CORP. OF GEORGIAN MANOR,
INC.
MCKERLEY HEALTH CARE CENTERS, INC.
MEDICAL SERVICES GROUP, INC.
MERIDIAN HEALTH, INC.
MERIDIAN HEALTHCARE, INC.
METRO PHARMACEUTICALS, INC.
NATIONAL PHARMACY SERVICE, INC.
NEIGHBORCARE INFUSION SERVICES, INC.
NEIGHBORCARE-MEDISCO, INC.
NEIGHBORCARE OF NORTHERN CALIFORNIA, INC.
NEIGHBORCARE OF OKLAHOMA, INC.
NEIGHBORCARE OF VIRGINIA, INC.
NEIGHBORCARE OF WISCONSIN, INC.
NEIGHBORCARE PHARMACIES, INC.
NEIGHBORCARE PHARMACY SERVICES, INC.
NEIGHBORCARE-ORCA, INC.
NEIGHBORCARE-TCI, INC.
NETWORK AMBULANCE SERVICES, INC.
OAK HILL HEALTH CARE CENTER, INC.
PHARMACY EQUITIES, INC.
PHILADELPHIA AVENUE CORPORATION
PROFESSIONAL PHARMACY SERVICES, INC.
PROSPECT PARK LTC MANAGEMENT, INC.
STATE STREET ASSOCIATES, INC.
SUBURBAN MEDICAL SERVICES, INC.
THE TIDEWATER HEALTHCARE SHARED SERVICES
GROUP, INC.
THERAPY CARE, INC.
TRANSPORT SERVICES, INC.
UNITED HEALTH CARE SERVICES, INC.
VALLEY MEDICAL SERVICES, INC.
VALLEY TRANSPORT AMBULANCE SERVICE, INC.
172
VERSALINK, INC.
VILLAS REALTY & INVESTMENTS, INC.
WALNUT LTC MANAGEMENT, INC.
WAYSIDE NURSING HOME, INC.
WEISENFLUH AMBULANCE SERVICE, INC.
WEST PHILA. LTC MANAGEMENT, INC.
WYNCOTE HEALTHCARE CORP.
YORK LTC MANAGEMENT, INC.
BY: GENESIS HEALTH VENTURES, INC., as agent
and attorney-in-fact for each of the
foregoing entities
By:_______________________________________
Name: George V. Hager, Jr.
Title: Executive Vice President, Chief
Financial Officer
ASCO HEALTHCARE OF NEW ENGLAND, LIMITED
PARTNERSHIP
BY: ASCO HEALTHCARE OF NEW ENGLAND, INC.,
its General Partner
By:_______________________________________
Name: George V. Hager, Jr.
Title: Executive Vice President, Chief
Financial Officer
BREVARD MERIDIAN LIMITED PARTNERSHIP
CATONSVILLE MERIDIAN LIMITED PARTNERSHIP
EASTON MERIDIAN LIMITED PARTNERSHIP
GREENSPRING MERIDIAN LIMITED PARTNERSHIP
HAMMONDS LANE MERIDIAN LIMITED PARTNERSHIP
MERIDIAN EDGEWOOD LIMITED PARTNERSHIP
MERIDIAN PERRING LIMITED PARTNERSHIP
MERIDIAN VALLEY LIMITED PARTNERSHIP MERIDIAN
VALLEY VIEW LIMITED PARTNERSHIP
MERIDIAN/CONSTELLATION LIMITED PARTNERSHIP
MILLVILLE MERIDIAN LIMITED PARTNERSHIP
BY: MERIDIAN HEALTHCARE, INC., as General
Partner of each of the foregoing
limited partnerships
By:_______________________________________
Name: George V. Hager, Jr.
Title: Executive Vice President, Chief
Financial Officer
CARE4, L.P.
173
BY: INSTITUTIONAL HEALTH CARE SERVICES,
INC., its General Partner
By:_______________________________________
Name: George V. Hager, Jr.
Title: Executive Vice President, Chief
Financial Officer
EDELLA STREET ASSOCIATES
BY: GENESIS HEALTH VENTURES OF CLARK SUMMIT,
INC., its General Partner
By:_______________________________________
Name: George V. Hager, Jr.
Title: Executive Vice President, Chief
Financial Officer
GENESIS-GEORGETOWN SNF/JV, LIMITED LIABILITY
COMPANY
RESPIRATORY HEALTH SERVICES, L.L.C.
BY: GENESIS HEALTH VENTURES, INC., its Member
By:_______________________________________
Name: George V. Hager, Jr.
Title: Executive Vice President, Chief
Financial Officer
GENESIS ELDERCARE EMPLOYMENT SERVICES, LLC
BY: GENESIS ELDERCARE MANAGEMENT SERVICES,
INC., its Member
By:_______________________________________
Name: George V. Hager, Jr.
Title: Executive Vice President, Chief
Financial Officer
174
GENESIS HEALTH VENTURES OF WEST VIRGINIA,
LIMITED PARTNERSHIP
BY: GENESIS HEALTH VENTURES OF WEST VIRGINIA,
INC., its General Partner
By:_______________________________________
Name: George V. Hager, Jr.
Title: Executive Vice President, Chief
Financial Officer
GENESIS PROPERTIES LIMITED PARTNERSHIP
BY: GENESIS HEALTH VENTURES OF ARLINGTON,
INC., its General Partner
By:_______________________________________
Name: George V. Hager, Jr.
Title: Executive Vice President, Chief
Financial Officer
GENESIS PROPERTIES OF DELAWARE LTD.
PARTNERSHIP, L.P.
BY: GENESIS PROPERTIES OF DELAWARE
CORPORATION, its General Partner
By:_______________________________________
Name: George V. Hager, Jr.
Title: Executive Vice President, Chief
Financial Officer
HALLMARK HEALTHCARE LIMITED PARTNERSHIP
BY: PHARMACY EQUITIES, INC., its General
Partner
By:_______________________________________
Name: George V. Hager, Jr.
Title: Executive Vice President, Chief
Financial Officer
175
MAIN STREET PHARMACY, L.L.C.
BY: PROFESSIONAL PHARMACY SERVICES, INC.,
its Member
By:_______________________________________
Name: George V. Hager, Jr.
Title: Executive Vice President, Chief
Financial Officer
MCKERLEY HEALTH CARE CENTER-CONCORD LIMITED
PARTNERSHIP
BY: MCKERLEY HEALTH CARE CENTER-CONCORD,
INC., its General Partner
By:_______________________________________
Name: George V. Hager, Jr.
Title: Executive Vice President, Chief
Financial Officer
MCKERLEY HEALTH FACILITIES
SEMINOLE MERIDIAN LIMITED PARTNERSHIP
VOLUSIA MERIDIAN LIMITED PARTNERSHIP
BY: MERIDIAN HEALTH, INC., as General
Partner of each of the foregoing
Limited Partnerships
By:_______________________________________
Name: George V. Hager, Jr.
Title: Executive Vice President, Chief
Financial Officer
NORRISTOWN NURSING AND REHABILITATION CENTER
ASSOCIATES, LIMITED PARTNERSHIP
BY: GMC-LTC MANAGEMENT, INC., its General
Partner
By:_______________________________________
Name: George V. Hager, Jr.
Title: Executive Vice President, Chief
Financial Officer
176
NORTH CAPE CONVALESCENT CENTER ASSOCIATES,
L.P.
NORTHWEST TOTAL CARE CENTER ASSOCIATES, L.P.
BY: GERIATRIC AND MEDICAL SERVICES, INC.,
as General Partner for each of the
foregoing Limited Partnerships
By:_______________________________________
Name: George V. Hager, Jr.
Title: Executive Vice President, Chief
Financial Officer
PHILADELPHIA AVENUE ASSOCIATES
BY: PHILADELPHIA AVENUE CORPORATION, its
General Partner
By:_______________________________________
Name: George V. Hager, Jr.
Title: Executive Vice President, Chief
Financial Officer
RIVER RIDGE PARTNERSHIP
RIVER STREET ASSOCIATES
BY: GENESIS HEALTH VENTURES OF WILKES-BARRE,
inc., as General Partner for each of
the foregoing Limited Partnerships
By:_______________________________________
Name: George V. Hager, Jr.
Title: Executive Vice President, Chief
Financial Officer
STATE STREET ASSOCIATES, L.P.
BY: STATE STREET ASSOCIATES, INC., its
General Partner
By:_______________________________________
Name: George V. Hager, Jr.
Title: Executive Vice President, Chief
Financial Officer
177
THERAPY CARE SYSTEMS, LP
BY: GENESIS ELDERCARE REHABILITATION
SERVICES, INC., its General Partner
By:_______________________________________
Name: George V. Hager, Jr.
Title: Executive Vice President, Chief
Financial Officer
COUNSEL:
- - ------------------------------
Michael F. Walsh
Gary T. Holtzer
Weil, Gotshal & Manges LLP
Co-Attorneys for the Genesis Debtors,
as Debtors and Debtors in Possession
767 Fifth Avenue
New York, New York 10153
(212) 310-8000
- - -----------------------------------
Mark D. Collins
Richards, Layton & Finger P.A.
Co-Attorneys for the Genesis Debtors,
as Debtors and Debtors in Possession
One Rodney Square
P.O. Box 551
Wilmington, Delaware 19899
(302) 655-6541
MULTICARE AMC, INC
ADS PALM CHELMSFORD, INC.
ADS RESERVOIR WALTHAM, INC.
MARKGLEN, INC.
ACADEMY NURSING HOME, INC.
ADS CONSULTING, INC.
ADS HINGHAM ALF, INC.
ADS HOME HEALTH, INC.
ADS VILLAGE MANOR, INC.
ANR, INC.
APPLEWOOD HEALTH RESOURCES, INC.
ASL, INC.
AUTOMATED PROFESSIONAL ACCOUNTS, INC.
BERKS NURSING HOME, INC.
BETHEL HEALTH RESOURCES, INC.
BREYUT CONVALESCENT CENTER, INC.
178
BRIGHTWOOD PROPERTY, INC.
CENTURY CARE CONSTRUCTION, INC.
CENTURY CARE MANAGEMENT, INC.
CHEATEAU VILLAGE HEALTH RESOURCES, INC.
CHG INVESTMENT CORP., INC.
CHNR - 1, INC.
COLONIAL HALL HEALTH RESOURCES, INC.
COLONIAL HOUSE HEALTH RESOURCES, INC.
CONCORD CAMPANION CARE, INC.
CONCORD HEALTHCARE SERVICES, INC.
CONCORD HEALTH GROUP, INC.
CONCORD HOME HEALTH, INC.
CONCORD REHAB, INC.
CONCORD SERVICE CORPORATION
CVNR, INC.
DAWN VIEW MANOR, INC.
DELM NURSING, INC.
ELDERCARE RESOURCES CORP.
ELMWOOD HEALTH RESOURCES, INC.
ENCARE OF MENDHAM, INC.
ENCARE OF PENNYPACK, INC.
ENR, INC.
GENESIS ELDERCARE CORP.
GLENMARK ASSOCIATES - DAWN VIEW MANOR,
INC.
GLENMARK PROPERTIES, INC.
GMA - BRIGHTWOOD, INC.
GMA - MADISON, INC.
GMA - CONSTRUCTION, INC.
GMA UNIONTOWN, INC.
HEALTH RESOURCES OF ACADEMY MANOR, INC.
HEALTH RESOURCES OF BOARDMAN, INC.
HEALTH RESOURCES OF BRIDGETON, 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 CRANBURY, INC.
HEALTH RESOURCES OF ENGLEWOOD, INC.
HEALTH RESOURCES OF EATONTOWN, INC.
HEALTH RESOURCES OF EWING, INC.
HEALTH RESOURCES OF FARMINGTON, INC.
HEALTH RESOURCES OF GARDNER, INC.
HEALTH RESOURCES OF GLASTONBURY, INC.
HEALTH RESOURCES OF JACKSON, INC.
179
HEALTH RESOURCES OF KARAMENTA AND
MADISON, INC.
HEALTH RESOURCES OF LAKEVIEW, INC.
HEALTH RESOURCES OF LEMONT, INC.
HEALTH RESOURCES OF LYNN, INC.
HEALTH RESOURCES OF MARCELLA, INC.
HEALTH RESOURCES OF MONTCLAIR, INC.
HEALTH RESOURCES OF MORRISTOWN, INC.
HEALTH RESOURCES OF NORFOLK, INC
HEALTH RESOURCES OF NORTH ANDOVER, INC.
HEALTH RESOURCES OF NORWALK, INC.
HEALTH RESOURCES OF PENNINGTON, INC.
HEALTH RESOURCES OF RIDGEWOOD, INC.
HEALTH RESOURCES OF ROCKVILLE, INC.
HEALTH RESOURCES OF SOLOMONT/BROOKLINE, INC.
HEALTH RESOURCES OF SOUTH BRUNSWICK, INC.
HEALTH RESOURCES OF TROY HILL, INC.
HEALTH RESOURCES OF VOORHEES, INC.
HEALTH RESOURCES OF WESTWOOD, INC.
HEALTHCARE REHAB SYSTEMS, INC.
HELSTAT, INC.
HMNR REALTY, INC.
HNCA, INC.
HORIZON MOBILE, INC.
HORIZON REHABILITATION, INC.
SCHUYLKILL NURSING HOMES, INC.
SCHUYLKILL PARTNERSHIP ACQUISITION
CORPORATION
SCOTCHWOOD MASS. HOLDING CO., INC.
SENIOR LIVING VENTURES, INC.
SENIOR SOURCE, INC.
SNOW VALLEY HEALTH RESOURCES, INC.
SVNR, INC.
THE ADS GROUP, INC.
RIDGELAND HEALTH RESOURCES, INC.
RIVER PINES HEALTH RESOURCES, INC.
RIVERSHORES HEALTH RESOURCES, INC.
RLNR, INC.
ROPHEL CONVALESCENT CENTER, INC.
ROSE HEALTHCARE, INC.
ROSE VIEW MANOR, INC.
ROXBOROUGH NURSING HOME, INC.
RSNR, INC.
LWNR, INC.
MABRI CONVALESCENT CENTER, INC.
MARSHFIELD HEALTH RESOURCES, INC.
MHNR, INC.
180
MNR, INC.
MONTGOMERY NURSING HOMES, INC.
MULTICARE HOME HEALTH OF ILLINOIS, INC.
NORTHWESTERN MANAGEMENT SERVICES, INC.
NURSING AND RETIREMENT CENTER OF THE ANDOVERS, INC.
ARACADIA ASSOCIATES
PHC OPERATING CORP.
POCOHANTAS CONTINUOUS CARE CENTER, INC.
POMPTON CARE, INC.
PRESCOTT NURSING HOME, INC.
PROGRESSIVE REHABILITATION CENTERS, INC.
PROVIDENCE FUNDING CORPORATION
PROVIDENCE HEALTH CARE, INC.
PROVIDENCE MEDICAL, INC.
REST HAVEN NURSING HOME, INC.
HR OF CHARLESTON, INC.
HRWV HUNTINGTON, INC.
LAKEWOOD HEALTH RESOURCES, INC.
LAUREL HEALTH RESOURCES, INC.
LEHIGH NURSING HOMES, INC.
LRC HOLDING COMPANY
S.T.B. INVESTORS, LTD.
THE ASSISTED LIVING ASSOCIATES OF BERKSHIRE, INC.
THE ASSISTED LIVING ASSOCIATES OF LEHIGH, INC.
THE ASSISTED LIVING ASSOCIATES OF SANATOGA, INC.
THE ASSISTED LIVING ASSOCIATES OF WALL, INC.
THE HOUSE OF CAMPBELL, INC.
TM ACQUISITION CORP.
TRI-STATE MOBILE MEDICAL SERVICES, INC.
WILLOW MANOR NURSING HOME, INC.
WESTFORD NURSING AND RETIREMENT CENTER, INC.
RVNR, INC.
HORIZON ASSOCIATES, INC.
HEALTH RESOURCES OF WARWICK, INC.
HEALTH RESOURCES OF WALLINGFORD, INC.
HEALTH RESOURCES OF MIDDLETOWN (RI), INC.
HEALTH RESOURCES OF GROTON, INC.
HEALTH RESOURCES OF CUMBERLAND, INC.
HEALTH RESOURCES OF ARCADIA, INC.
ENCARE OF WYNCOTE, INC.
ENCARE OF QUAKERTOWN, INC.
ADS SENIOR HOUSING, INC.
ADS RECUPERATIVE CENTER, INC.
ADS HINGHAM NURSING FACILITY, INC.
ADS APPLE VALLEY, INC.
181
ADS/MULTICARE, INC.
GLENMARK ASSOCIATES, INC.
GMA PARTNERSHIP HOLDING COMPANY, INC.
STAFFORD CONVALESCENT CENTER, INC.
THE MULTICARE COMPANIES, INC.
NORTH MADISON, INC.
BY: GENESIS ELDERCARE CORPORATION, as
agent and attorney-in-fact for each of
the foregoing entities
By:________________________________
Name: George V. Hager, Jr.
Title: Executive Vice President,
Chief Financial Officer
CARE HAVEN ASSOCIATES LIMITED PARTNERSHIP
GLENMARK PROPERTIES I, LIMITED PARTNERSHIP
POINT PLEASANT HAVEN LIMITED PARTNERSHIP
RALEIGH MANOR LIMITED PARTNERSHIP
ROMNEY HEALTH CARE CENTER LTD. LIMITED PARTNERSHIP
SISTERVILLE HAVEN LIMITED PARTNERSHIP
TEAYS VALLEY HAVEN LIMITED PARTNERSHIP
BY: GLENMARK ASSOCIATES, INC., as General
Partner of each of the foregoing
limited partnerships
By:______________________________
Name: George V. Hager, Jr.
Title: Executive Vice President,
Chief Financial Officer
182
ADS HINGHAM LIMITED PARTNERSHIP
BY: ADS HINGHAM NURSING FACILITY, INC.,
its General Partner
By:____________________________________
Name: George V. Hager, Jr.
Title: Executive Vice President,
Chief Financial Officer
ADS RECUPERATIVE CENTER LIMITED PARTNERSHIP
BY: ADS RECUPERATIVE CENTER, INC., its
General Partner
By:____________________________________
Name: George V. Hager, Jr.
Title: Executive Vice President,
Chief Financial Officer
WESTFORD NURSING AND RETIREMENT CENTER,
LIMITED PARTNERSHIP
BY: WESTFORD NURSING AND RETIREMENT
CENTER, INC., its General Partner
By:____________________________________
Name: George V. Hager, Jr.
Title: Executive Vice President,
Chief Financial Officer
ADS APPLE VALLEY LIMITED PARTNERSHIP
BY: ADS APPLE VALLEY, INC., its General
Partner
By:____________________________________
Name: George V. Hager, Jr.
Title: Executive Vice President,
Chief Financial Officer
HOLLY MANOR ASSOCIATES OF NEW JERSEY, L.P.
BY: ENCARE OF MENDHAM, L.L.C., its General
Partner
By:____________________________________
Name: George V. Hager, Jr.
Title: Executive Vice President,
Chief Financial Officer of The
Multicare Companies, Inc. for and
as the Majority Member of Encare of
Mendham, L.L.C.
183
MERCERVILLE ASSOCIATES OF NEW JERSEY, L.P.
BY: BREYUT CONVALESCENT CENTER, L.L.C.,
its General Partner
By:_________________________________
Name: George V. Hager, Jr.
Title: Executive Vice President,
Chief Financial Officer
MIDDLETOWN (RI) ASSOCIATE OF RHODE
ISLAND, L.P.
BY: HEALTH RESOURCES OF MIDDLETOWN (RI),
INC., its General Partner
By:_________________________________
Name: George V. Hager, Jr.
Title: Executive Vice President,
Chief Financial Officer
POMPTON ASSOCIATES, L.P.
BY: POMPTON CARE, L.L.C., its General
Partner
By:_________________________________
Name: George V. Hager, Jr.
Title: Executive Vice President,
Chief Financial Officer of The
Multicare Companies, Inc. for
and as Majority Member of
Pompton Care, L.L.C.
THE STRAUS GROUP - OLD BRIDGE, L.P.
BY: HEALTH RESOURCES OF EMERY, L.L.C.,
its General Partner
By:_________________________________
Name: George V. Hager, Jr.
Title: Executive Vice President,
Chief Financial Officer of The
Multicare Companies, Inc. for
and as Majority Member of Health
Resources of Emery, L.L.C.
THE STRAUS GROUP - RIDGEWOOD, L.P.
BY: HEALTH RESOURCES OF RIDGEWOOD,
L.L.C., its General Partner
By:_________________________________
Name: George V. Hager, Jr.
Title: Executive Vice President,
Chief Financial Officer of The
Multicare Companies, Inc. for
and as Majority Member of Health
Resources of Ridgewood, L.L.C.
184
WALLINGFORD ASSOCIATES OF CONNECTICUT, L.P.
BY: HEALTH RESOURCES OF WALLINGFORD,
INC., its General Partner
By:_________________________________
Name: George V. Hager, Jr.
Title: Executive Vice President,
Chief Financial Officer
WARWICK ASSOCIATES OF RHODE ISLAND, L.P.
BY: HEALTH RESOURCES OF WARWICK, INC., its
General Partner
By:_________________________________
Name: George V. Hager, Jr.
Title: Executive Vice President,
Chief Financial Officer
THE STRAUS GROUP - HOPKINS HOUSE, L.P.
BY: ENCARE OF WYNCOTE, INC., its General
Partner
By:_________________________________
Name: George V. Hager, Jr.
Title: Executive Vice President,
Chief Financial Officer
THE STRAUS GROUP - QUAKERTOWN MANOR, L.P.
BY: ENCARE OF QUAKERTOWN, INC., its General
Partner
By:_________________________________
Name: George V. Hager, Jr.
Title: Executive Vice President,
Chief Financial Officer
CUMBERLAND ASSOCIATES OF RHODE ISLAND, L.P
BY: HEALTH RESOURCES OF CUMBERLAND, INC.,
its General Partner
By:_______________________________
Name: George V. Hager, Jr.
Title: Executive Vice President,
Chief Financial Officer
185
GROTON ASSOCIATES OF CONNECTICUT, L.P.
BY: HEALTH RESOURCES OF GROTON INC., its
General Partner
By:_________________________________
Name: George V. Hager, Jr.
Title: Executive Vice President,
Chief Financial Officer
HEALTH RESOURCES OF BRIDGETON, L.L.C.
HEALTH RESOURCES OF CINNAMINSON, L.L.C.
HEALTH RESOURCES OF CRANBURY, L.L.C.
HEALTH RESOURCES OF ENGLEWOOD, L.L.C.
HEALTH RESOURCES OF EWING, L.L.C.
HEALTH RESOURCES OF FAIRLAWN, L.L.C.
HEALTH RESOURCES OF JACKSON, L.L.C.
HEALTH RESOURCES OF WEST ORANGE, L.L.C.
ROEPHEL CONVALESCENT CENTER, L.L.C.
TOTAL REHABILITATION CENTER, L.L.C.
POMPTON CARE, L.L.C.
HEALTH RESOURCES OF LAKEVIEW, L.L.C.
HEALTH RESOURCES OF RIDGEWOOD, L.L.C.
HEALTH RESOURCES OF EMERY, L.L.C.
ENCARE OF MENDHAM. L.L.C.
BREYUT CONVALESCENT CENTER, L.L.C.
BY: THE MULTICARE COMPANIES, INC., as
Member of the foregoing Limited
Liability Companies
By:________________________
Name: George V. Hager, Jr.
Title: Executive Vice President,
Chief Financial Officer
GLENMARK LIMITED LIABILITY COMPANY I
BY: GLENMARK ASSOCIATES, INC., its Member
By:________________________
Name: George V. Hager, Jr.
Title: Executive Vice President,
Chief Financial Officer
186
COUNSEL:
- - ------------------------------
Marc Abrams
Paul V. Shalhoub
Willkie Farr & Gallagher
Co-Attorneys for the Multicare Debtors,
as Debtors and Debtors in Possession
787 Seventh Avenue
New York, New York 10019-6099
(212) 728-8000
- - -----------------------------------
James J. Patton
Robert S. Brady
Young Conaway Stargatt & Taylor.
Co-Attorneys for the Multicare Debtors,
as Debtors and Debtors in Possession
11th Floor, Wilmington Trust Company
P.O. Box 391
Wilmington, Delaware 19899-0391
(302) 571-6600
187
Exhibits to Plan of Reorganization
EXHIBIT A
GENESIS DEBTORS
1. Genesis Health Services Corporation.
2. Genesis Health Ventures, Inc.
3. Asco Healthcare of New England, Limited Partnership
4. Brevard Meridian Limited Partnership
5. Care4, L.P.
6. Catonsville Meridian Limited Partnership
7. Easton Meridian Limited Partnership
8. Edella Street Associates
9. Genesis-Georgetown SNF/JV, Limited Liability Company
10. Genesis Eldercare Employment Services, LLC
11. Genesis Health Ventures of West Virginia, Limited Partnership
12. Genesis Properties Limited Partnership
13. Genesis Properties of Delaware Ltd. Partnership, LP
14. Greenspring Meridian Limited Partnership
15. Hallmark Healthcare Limited Partnership
16. Hammonds Lane Meridian Limited Partnership
17. Main Street Pharmacy, L.L.C.
18. McKerley Health Care Center-Concord Limited Partners
19. McKerley Health Facilities
20. Meridian Edgewood Limited Partnership
21. Meridian Perring Limited Partnership
22. Meridian Valley Limited Partnership
23. Meridian Valley View Limited Partnership
24. Meridian/Constellation Limited Partnership
25. Millville Meridian Limited Partnership
26. Norristown Nursing and Rehabilitation Center Associates, Limited
Partnership
27. North Cape Convalescent Center Associates, L.P.
28. Northwest Total Care Center Associates, L.P.
29. Philadelphia Avenue Associates
30. Respiratory Health Services, LLC
31. River Ridge Partnership
32. River Street Associates
33. Seminole Meridian Limited Partnership
34. State Street Associates, L.P.
35. Therapy Care Systems, LP
i
36. Volusia Meridian Limited Partnership
37. Accumed, Inc.
38. Asco Healthcare, Inc.
39. Asco Healthcare of New England, Inc.
40. Brinton Manor, Inc.
41. Burlington Woods Convalescent Center, Inc.
42. Carecard, Inc.
43. Carefleet, Inc.
44. Cheltenham LTC Management, Inc.
45. Compass Health Services, Inc.
46. Concord Healthcare Corporation
47. Concord Pharmacy Services, Inc.
48. Crestview Convalescent Home, Inc.
49. Crestview North, Inc.
50. Crystal City Nursing Center, Inc.
51. Delco Apothecary, Inc.
52. Derby Nursing Center Corporation
53. Diane Morgan and Associates, Inc.
54. Dover Healthcare Associates, Inc.
55. Eastern Medical Supplies, Inc.
56. Eastern Rehab Services, Inc.
57. Eidos, Inc.
58. Encare of Massachusetts, Inc.
59. Genesis Eldercare Adult Day Health Services, Inc.
60. Genesis Eldercare Diagnostic Services, Inc.
61. Genesis Eldercare Home Care Services, Inc.
62. Genesis Eldercare Home Health Services-Southern, Inc.
63. Genesis Eldercare Hospitality Services, Inc.
64. Genesis Eldercare Management Services, Inc.
65. Genesis Eldercare Network Services, Inc.
66. Genesis Eldercare National Centers, Inc.
67. Genesis Eldercare Network Services of Massachusetts, Inc.
68. Genesis Eldercare Physician Services, Inc.
69. Genesis Eldercare Properties, Inc.
70. Genesis Eldercare Rehabilitation Management Services, Inc.
71. Genesis Eldercare Rehabilitation Services, Inc.
72. Genesis Eldercare Staffing Services, Inc.
73. Genesis Eldercare Transportation Services, Inc.
74. Genesis Health Ventures of Arlington, Inc.
75. Genesis Health Ventures of Bloomfield, Inc.
ii
76. Genesis Health Ventures of Clarks Summit, Inc.
77. Genesis Health Ventures of Indiana, Inc.
78. Genesis Health Ventures of Lanham, Inc.
79. Genesis Health Ventures of Massachusetts, Inc.
80. Genesis Health Ventures of Naugatuck, Inc.
81. Genesis Health Ventures of New Garden, Inc.
82. Genesis Health Ventures of Point Pleasant, Inc.
83. Genesis Health Ventures of Wayne, Inc.
84. Genesis Health Ventures of West Virginia, Inc.
85. Genesis Health Ventures of Wilkes-Barre, Inc.
86. Genesis Health Ventures of Windsor, Inc.
87. Genesis Healthcare Centers Holdings, Inc.
88. Genesis Holdings, Inc.
89. Genesis Immediate Med Center, Inc.
90. Genesis Properties of Delaware Corporation
91. Genesis Selectcare Corp.
92. Geriatric & Medical Companies, Inc.
93. Geriatric and Medical Services, Inc.
94. Geriatric and Medical Investments Corporation
95. Gerimed Corp.
96. GMC Leasing Corporation
97. GMC Medical Consulting Services, Inc.
98. GMS Management-Tucker, Inc.
99. GMS Management, Inc.
100. Governor's House Nursing Home, Inc.
101. Health Concepts and Services, Inc.
102. Healthobjects Corporation
103. Hilltop Health Care Center, Inc.
104. Horizon Medical Equipment and Supply, Inc.
105. Innovative Health Care Marketing, Inc.
106. Innovative Pharmacy Services, Inc.
107. Institutional Health Care Services, Inc.
108. Keystone Nursing Home, Inc.
109. Knollwood Manor, Inc.
110. Knollwood Nursing Home, Inc.
111. Life Support Medical Equipment, Inc.
112. Life Support Medical, Inc.
113. Lincoln Nursing Home, Inc.
114. Manor Management Corp. of Georgian Manor, Inc.
iii
115. McKerley Health Care Centers, Inc.
116. Medical Services Group, Inc.
117. Meridian Health, Inc.
118. Meridian Healthcare, Inc.
119. Metro Pharmaceuticals, Inc.
120. National Pharmacy Service, Inc.
121. Neighborcare Infusion Services, Inc.
122. Neighborcare-Medisco, Inc.
123. Neighborcare of Northern California, Inc.
124. Neighborcare of Oklahoma, Inc.
125. Neighborcare of Virginia, Inc.
126. Neighborcare of Wisconsin, Inc.
127. Neighborcare Pharmacies, Inc.
128. Neighborcare Pharmacy Services, Inc.
129. Neighborcare-Orca, Inc.
130. Neighborcare-TCI, Inc.
131. Network Ambulance Services, Inc.
132. Oak Hill Health Care Center, Inc.
133. Pharmacy Equities, Inc.
134. Philadelphia Avenue Corporation
135. Professional Pharmacy Services, Inc.
136. Prospect Park LTC Management, Inc.
137. State Street Associates, Inc.
138. Suburban Medical Services, Inc.
139. The Tidewater Healthcare Shared Services Group, Inc.
140. Therapy Care, Inc.
141. Transport Services, Inc.
142. United Health Care Services, Inc.
143. Valley Medical Services, Inc.
144. Valley Transport Ambulance Service, Inc.
145. Versalink, Inc.
146. Villas Realty & Investments, Inc.
147. Walnut LTC Management, Inc.
148. Wayside Nursing Home, Inc.
149. Weisenfluh Ambulance Service, Inc.
150. West Phila. LTC Management, Inc.
151. Wyncote Healthcare Corp.
152. York LTC Management, Inc.
153. Healthcare Resources Corp.
iv
EXHIBIT B
MULTICARE DEBTORS
1. Multicare AMC, Inc.
2. ADS Hingham Limited Partnership
3. ADS Palm Chelmsford, Inc.
4. ADS Reservoir Waltham, Inc.
5. Arcadia Associates
6. Health Resources of Lakeview, L.L.C.
7. Care Haven Associates Limited Partnership
8. Cumberland Associates of Rhode Island, L.P.
9. Glenmark Limited Liability Company I
10. Glenmark Properties I, Limited Partnership
11. Groton Associates of Connecticut, L.P.
12. Health Resources of Bridgeton, L.L.C.
13. Health Resources of Cinnaminson, L.L.C.
14. Health Resources of Cranbury, L.L.C.
15. Health Resources of Englewood, L.L.C.
16. Health Resources of Ewing, L.L.C.
17. Health Resources of Fairlawn, L.L.C.
18. Health Resources of Jackson, L.L.C.
19. Health Resources of West Orange, L.L.C.
20. Holly Manor Associates of New Jersey, L.P.
21. Markglen, Inc.
22. Mercerville Associates of New Jersey, L.P.
23. Middletown (RI) Associate of Rhode Island, L.P.
24. Point Pleasant Haven Limited Partnership
25. Raleigh Manor Limited Partnership
26. Roephel Convalescent Center, L.L.C.
27. Romney Health Care Center Ltd. Limited Partnership
28. Sisterville Haven Limited Partnership
29. Teays Valley Haven Limited Partnership
30. The Straus Group - Hopkins House, L.P.
31. The Straus Group - Old Bridge, L.P.
32. The Straus Group - Quakertown Manor, L.P.
33. The Straus Group - Ridgewood, L.P.
34. Total Rehabilitation Center, L.L.C.
35. Wallingford Associates of Connecticut, L.P.
36. Warwick Associates of Rhode Island, L.P.
37. Academy Nursing Home, Inc.
38. ADS Consulting, Inc.
39. ADS Hingham ALF, Inc.
40. ADS Home Health, Inc.
41. ADS Village Manor, Inc.
42. ANR, Inc.
43. Applewood Health Resources, Inc.
44. ASL, Inc.
45. Automated Professional Accounts, Inc.
46. Berks Nursing Home, Inc.
47. Bethel Health Resources, Inc.
48. Breyut Convalescent Center, Inc.
49. Brightwood Property, Inc.
50. Century Care Construction, Inc.
51. Century Care Management, Inc.
52. Cheateau Village Health Resources, Inc.
53. CHG Investment Corp., Inc.
54. CHNR - 1, Inc.
55. Colonial Hall Health Resources, Inc.
56. Colonial House Health Resources, Inc.
57. Concord Campanion Care, Inc.
58. Concord Healthcare Services, Inc.
59. Concord Health Group, Inc.
60. Concord Home Health, Inc.
61. Concord Rehab, Inc.
62. Concord Service Corporation
63. CVNR, Inc.
64. Dawn View Manor, Inc.
65. DELM Nursing, Inc.
66. Eldercare Resources Corp.
67. Elmwood Health Resources, Inc.
68. Encare of Mendham, Inc.
69. Encare of Pennypack, Inc.
70. ENR, Inc.
71. Genesis Eldercare Corp.
72. Glenmark Associates - Dawn View Manor, Inc.
73. Glenmark Properties, Inc.
74. GMA - Brightwood, Inc.
75. GMA - Madison, Inc.
76. GMA - Construction, Inc.
77. GMA Uniontown, Inc.
78. Health Resources of Academy Manor, Inc.
79. Health Resources of Boardman, Inc.
80. Health Resources of Bridgeton, Inc.
81. Health Resources of Brooklyn, Inc.
82. Health Resources of Cedar Grove, Inc.
83. Health Resources of Cinnaminson, Inc.
84. Health Resources of Colchester, Inc.
85. Health Resources of Columbus, Inc.
86. Health Resources of Cranbury, Inc.
87. Health Resources of Englewood, Inc.
88. Health Resources of Eatontown, Inc.
89. Health Resources of Ewing, Inc.
90. Health Resources of Farmington, Inc.
91. Health Resources of Gardner, Inc.
92. Health Resources of Glastonbury, Inc.
93. Health Resources of Jackson, Inc.
94. Health Resources of Karamenta and Madison, Inc.
95. Health Resources of Lakeview, Inc.
96. Health Resources of Lemont, Inc.
97. Health Resources of Lynn, Inc.
98. Health Resources of Marcella, Inc.
99. Health Resources of Montclair, Inc.
100. Health Resources of Morristown, Inc.
101. Health Resources of Norfolk, Inc.
102. Health Resources of North Andover, Inc.
103. Health Resources of Norwalk, Inc.
104. Health Resources of Pennington, Inc.
105. Health Resources of Ridgewood, Inc.
106. Health Resources of Rockville, Inc.
107. Health Resources of Solomont/Brookline, Inc.
108. Health Resources of South Brunswick, Inc.
109. Health Resources of Troy Hill, Inc.
110. Health Resources of Voorhees, Inc.
111. Health Resources of Westwood, Inc.
112. Healthcare Rehab Systems, Inc.
113. Helstat, Inc.
114. HMNR Realty, Inc.
115. HNCA, Inc.
116. Horizon Mobile, Inc.
117. Horizon Rehabilitation, Inc.
118. HR of Charleston, Inc.
119. HRWV Huntington, Inc.
120. Lakewood Health Resources, Inc.
121. Laurel Health Resources, Inc.
122. Lehigh Nursing Homes, Inc.
123. LRC Holding Company
124. LWNR, Inc.
125. Mabri Convalescent Center, Inc.
126. Marshfield Health Resources, Inc.
127. MHNR, Inc.
128. MNR, Inc.
129. Montgomery Nursing Homes, Inc.
130. Multicare Home Health of Illinois, Inc.
131. Northwestern Management Services, Inc.
132. Nursing and Retirement Center of the Andovers, Inc.
133. PHC Operating Corp.
134. Pocohantas Continuous Care Center, Inc.
135. Pompton Care, Inc.
136. Prescott Nursing Home, Inc.
137. Progressive Rehabilitation Centers, Inc.
138. Providence Funding Corporation
139. Providence Health Care, Inc.
140. Providence Medical, Inc.
141. Rest Haven Nursing Home, Inc.
142. Ridgeland Health Resources, Inc.
143. River Pines Health Resources, Inc.
144. Rivershores Health Resources, Inc.
145. RLNR, Inc.
146. Rophel Convalescent Center, Inc.
147. Rose Healthcare, Inc.
148. Rose View Manor, Inc.
149. Roxborough Nursing Home, Inc.
150. RSNR, Inc.
151. S.T.B. Investors, LTD.
152. Schuylkill Nursing Homes, Inc.
153. Schuylkill Partnership Acquisition Corporation
154. Scotchwood Mass. Holding Co., Inc.
155. Senior Living Ventures, Inc.
156. Senior Source, Inc.
157. Snow Valley Health Resources, Inc.
158. SVNR, Inc.
159. The ADS Group, Inc.
160. The Assisted Living Associates of Berkshire, Inc.
161. The Assisted Living Associates of Lehigh, Inc.
162. The Assisted Living Associates of Sanatoga, Inc.
163. The Assisted Living Associates of Wall, Inc.
164. The House of Campbell, Inc.
165. TM Acquisition Corp.
166. Tri-State Mobile Medical Services, Inc.
167. Westford Nursing and Retirement Center, Limited Partnership
168. Willow Manor Nursing Home, Inc.
169. Pompton Associates, L.P.
170. Pompton Care, L.L.C.
171. Health Resources of Ridgewood, L.L.C.
172. Health Resources of Emery, L.L.C.
173. Encare of Mendham. L.L.C.
174. Breyut Convalescent Center, L.L.C.
175. ADS Recuperative Center Limited Partnership
176. Westford Nursing and Retirement Center, Inc.
177. RVNR, Inc.
178. Horizon Associates, Inc.
179. Health Resources of Warwick, Inc.
180. Health Resources of Wallingford, Inc.
181. Health Resources of Middletown (RI), Inc.
182. Health Resources of Groton, Inc.
183. Health Resources of Cumberland, Inc.
184. Health Resources of Arcadia, Inc.
185. Encare of Wyncote, Inc.
186. Encare of Quakertown, Inc.
187. ADS Senior Housing, Inc.
188. ADS Recuperative Center, Inc.
189. ADS Hingham Nursing Facility, Inc.
190. ADS Apple Valley, Inc.
191. ADS/Multicare, Inc.
192. Glenmark Associates, Inc.
193. GMA Partnership Holding Company, Inc.
194. Stafford Convalescent Center, Inc.
195. The Multicare Companies, Inc.
196. North Madison, inc.
197. ADS Apple Valley Limited Partnership