Exhibit 99.1
AMENDMENT NO. 1 (this "Amendment"), dated as of
December 31, 2001, to the Credit, Security, Guaranty and
Pledge Agreement dated as of October 2, 2001 (the "Credit
Agreement"), among (i) GENESIS HEALTH VENTURES, INC., a
Pennsylvania corporation (the "Borrower"); (ii) the Guarantors
referred to therein; (iii) the Lenders referred to therein;
(iv) GOLDMAN SACHS CREDIT PARTNERS L.P., as Co-Lead Arranger
and Syndication Agent; (v) FIRST UNION NATIONAL BANK, as
Administrative Agent and Collateral Agent; (vi) FIRST UNION
SECURITIES, INC., as Co-Lead Arranger; (vii) GENERAL ELECTRIC
CAPITAL CORPORATION, as Collateral Monitoring Agent and
Co-Documentation Agent; and (viii) CITICORP USA, INC., as
Co-Documentation Agent.
INTRODUCTORY STATEMENT
All capitalized terms not otherwise defined in this Amendment
are as defined in the Credit Agreement.
The Borrower and the Lenders have agreed to make certain
changes to the provisions of the Credit Agreement.
Accordingly, the parties hereto hereby agree as follows:
SECTION 1. Amendments to Credit Agreement. As of the Effective
Date (subject to the terms and conditions set forth in Section 2 hereof), the
Credit Agreement is hereby amended as follows:
(A) The definition of "APS Acquisition" and all references
thereto are hereby deleted from the Credit Agreement.
(B) Article 1 of the Credit Agreement is hereby amended to
insert the following definition in its proper alphabetical location:
'Bradford Bonds' shall mean 9 1/4% Senior Secured First
Mortgage Bonds, Series A, issued in 1992 by the Borrower and secured by seven
(7) skilled nursing facilities with a principal balance, as of the Effective
Date, of $19,337,000 and a maturity date of September 1, 2007."
(C) Section 2.3(b) of the Credit Agreement is hereby amended
in its entirety to read as follows:
"(b) The Delayed Draw Term Loans shall be used solely,
(i) to pay the outstanding balance owed to ElderTrust or its
Affiliates on certain loans secured by mortgages on certain
properties owned by the Borrower and its Consolidated
Subsidiaries, (ii) in connection with the exercise of the
Facility Purchase Options and the purchase of the facilities
that are the subject thereof and any fees and expenses
incurred in connection therewith, (iii) to make Specified
Payments, (iv) to repay the Bradford Bonds and (v) to pay
down the outstanding balance owing by certain Credit Parties
to Cardinal in connection with the Cardinal Lien."
(C) Section 4.3(d) of the Credit Agreement is hereby amended
in its entirety to read as follows:
"(d) No Event of Default. On the date of the Borrowing of
the Delayed Draw Term Loans, after giving effect to the
payment of the outstanding balance due to ElderTrust and/or
the exercise of one or more of the Facility Purchase Options
(and the purchase of the Facilities that are the subject
thereof) and/or the repayment of the Bradford Bonds and/or
payments to reduce the amounts owing to Cardinal, as
applicable, on a Pro Forma Basis, no Default or Event of
Default shall have occurred and be continuing unless waived by
the prior written consent of the Required Lenders; and"
(D) Section 4.3(e) of the Credit Agreement is hereby amended
in its entirety to read as follows:
"(e) Documentation for and Making of Payments with Respect
to Facility Purchase Options/Specified Payments/ElderTrust
Payments/Bradford Bonds/Cardinal Lien. All (i) documentation
relating to (a) the exercise of one or more of the Facility
Purchase Options (and the purchase of the Facilities that are
the subject thereof), (b) the Specified Payments, (c) the
payments to be made to ElderTrust, (d) the repayment of the
Bradford Bonds and (e) payments to reduce the amounts owing to
Cardinal and (ii) the manner and making of all payments
relating to the transactions referred to in the preceding
clause (i) shall be in form and substance reasonably
satisfactory to the Administrative Agent."
(E) Section 5.14 of the Credit Agreement is hereby amended by
deleting "January 30, 2002" from the first line thereof and replacing it with
"June 30, 2002."
(F) Section 5.15 of the Credit Agreement is hereby amended in
its entirety to read as follows:
2
"SECTION 5.15 After-Acquired Real Estate Assets. If,
after the Closing Date, any Credit Party purchases, leases or
otherwise acquires any Real Property Asset including, without
limitation, the properties that are the subject of the
Facility Purchase Options or obtains a release of any mortgage
on any Real Property Asset owned by any Credit Party
including, without limitation, making payment in full to
ElderTrust, making Specified Payments or repaying the Bradford
Bonds in full, (a) promptly, but in any event within thirty
(30) days, after such purchase, lease, other acquisition or
release, provide written notice thereof to the Administrative
Agent and the Collateral Agent, setting forth with specificity
a description of such Real Property Asset acquired, a title
commitment, a survey (if available) and such Credit Party's
good faith estimate of the current fair market value of such
Real Property Asset and (b) if either such Agent so requests,
the applicable Credit Party shall promptly execute and deliver
to the Collateral Agent, a Mortgage and such other documents
or instruments as such Agent shall reasonably request with
respect to such Real Property Asset."
SECTION 2. Conditions to Effectiveness. This Amendment is
subject to the satisfaction in full of the following conditions (the first date
on which all such conditions have been satisfied being herein called the
"Effective Date"):
(A) the Administrative Agent shall have received counterparts
of this Amendment which, when taken together, bear the signatures of all parties
hereto;
(B) the Administrative Agent shall have received such other
documents as the Administrative Agent, the Collateral Agent or Morgan, Lewis &
Bockius, LLP, counsel for the Administrative Agent, may reasonably request; and
(C) all legal matters in connection with this Amendment shall
be satisfactory to Morgan, Lewis & Bockius LLP, counsel for the Administrative
Agent.
SECTION 3. Representations and Warranties. The Borrower hereby
represents and warrants that:
(A) the representations and warranties by the Borrower
contained in the Credit Agreement are true and correct in all material respects
on and as of the date hereof as if such representations and warranties had been
made on and as of the date hereof; and
(B) the Borrower is in compliance with all the terms and
provisions set forth in the Credit Agreement and, after giving effect hereto, no
event or condition has occurred and is continuing which constitutes an Event of
Default or which (with the passage of time, or the giving of notice, or both)
would constitute an Event of Default.
3
SECTION 4. Full Force and Effect. Except as expressly amended
hereby, the Credit Agreement shall continue in full force and effect in
accordance with the provisions thereof on the date hereof. As used in the Credit
Agreement, the terms "Agreement", "this Agreement", "herein", "hereafter",
"hereto", "hereof", and words of similar import, shall, unless the context
otherwise requires, mean the Credit Agreement as amended by this Amendment.
SECTION 5. APPLICABLE LAW. THIS AMENDMENT SHALL BE GOVERNED BY
AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
SECTION 6. Counterparts. This Amendment may be executed in
counterparts, each of which shall constitute an original, but all of which when
taken together shall constitute but one instrument.
SECTION 7. Expenses. The Borrower agrees to pay all reasonable
out-of-pocket expenses incurred by the Administrative Agent in connection with
the preparation, execution and delivery of this Amendment, including, but not
limited to, the reasonable fees and disbursements of Morgan, Lewis & Bockius
LLP, counsel for the Administrative Agent.
SECTION 8. Headings. The headings of this Amendment are for
the purposes of reference only and shall not affect the construction of or be
taken into consideration in interpreting this Amendment.
[SIGNATURE PAGES TO FOLLOW]
4
IN WITNESS WHEREOF, the undersigned have caused this Amendment
No. 1 to be duly executed as of the date first written above.
BORROWER:
GENESIS HEALTH VENTURES, INC.
By:______________________________
Name:
Title:
GUARANTORS:
ACADEMY NURSING HOME, INC.
ACCUMED, INC.
ADS APPLE VALLEY, INC.
ADS CONSULTING, INC.
ADS DANVERS ALF, INC.
ADS DARTMOUTH ALF, INC.
ADS HINGHAM ALF, INC.
ADS HINGHAM NURSING FACILITY, INC.
ADS HOME HEALTH, INC.
ADS MANAGEMENT, INC.
ADS PALM CHELMSFORD, INC.
ADS RECUPERATIVE CENTER, INC.
ADS RESERVOIR WALTHAM, INC.
ADS SENIOR HOUSING, INC.
ADS VILLAGE MANOR, INC.
ADS/MULTICARE, INC.
ANR, INC.
APPLEWOOD HEALTH RESOURCES, INC.
ASCO HEALTHCARE OF NEW
ENGLAND, INC.
ASCO HEALTHCARE, INC.
ASL, INC.
AUTOMATED PROFESSIONAL ACCOUNTS, INC.
BERKS NURSING HOMES, INC.
BETHEL HEALTH RESOURCES, INC.
BREYUT CONVALESCENT CENTER, INC.
BRIGHTWOOD PROPERTY, INC.
BRINTON MANOR, INC.
BURLINGTON WOODS CONVALESCENT CENTER,
INC.
CARECARD, INC.
CAREFLEET, INC.
CENTURY CARE CONSTRUCTION, INC.
CENTURY CARE MANAGEMENT, INC.
CHATEAU VILLAGE HEALTH RESOURCES, INC.
CHELTENHAM LTC MANAGEMENT, INC.
CHG INVESTMENT CORP., INC
CHNR-I, INC.
COLONIAL HALL HEALTH RESOURCES, INC.
COLONIAL HOUSE HEALTH RESOURCES, INC.
COMPASS HEALTH SERVICES, INC.
CONCORD COMPANION CARE, INC.
CONCORD HEALTH GROUP, INC.
CONCORD HEALTHCARE CORPORATION
CONCORD HEALTHCARE SERVICES, INC.
CONCORD HOME HEALTH, INC.
CONCORD PHARMACY SERVICES, INC.
CONCORD REHAB, INC.
CONCORD SERVICE CORPORATION
CRESTVIEW CONVALESCENT HOME, INC.
CRESTVIEW NORTH, INC.
CRYSTAL CITY NURSING CENTER, INC.
CVNR, INC.
DAWN VIEW MANOR, INC.
DELCO APOTHECARY, INC.
DELM NURSING, INC.
DENTON HEALTHCARE CORPORATION
DERBY NURSING CENTER CORPORATION
DIANE MORGAN AND ASSOCIATES, INC.
EASTERN MEDICAL SUPPLIES, INC.
EASTERN REHAB SERVICES, INC.
EIDOS, INC.
ELDERCARE RESOURCES CORP.
ELMWOOD HEALTH RESOURCES, INC.
ENCARE OF MASSACHUSETTS, INC.
ENCARE OF MENDHAM, INC.
ENCARE OF PENNYPACK, INC.
ENCARE OF QUAKERTOWN, INC.
ENCARE OF WYNCOTE, INC.
ENR, INC.
GENESIS ELDERCARE ADULT DAY HEALTH
SERVICES, INC.
GENESIS ELDERCARE CENTERS I, INC.
GENESIS ELDERCARE CENTERS II, INC.
GENESIS ELDERCARE CENTERS III, INC.
GENESIS ELDERCARE CORP.
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 LIVING FACILITIES, INC.
GENESIS ELDERCARE MANAGEMENT SERVICES,
INC.
GENESIS ELDERCARE NATIONAL CENTERS, INC.
GENESIS ELDERCARE NETWORK SERVICES OF
MASSACHUSETTS, INC.
GENESIS ELDERCARE NETWORK SERVICES, INC.
GENESIS ELDERCARE PARTNERSHIP CENTERS,
INC.
GENESIS ELDERCARE PHYSICIAN SERVICES,
INC.
GENESIS ELDERCARE PROPERTIES, INC.
GENESIS ELDERCARE REHABILITATION
MANAGEMENT SERVICES, INC.
GENESIS ELDERCARE REHABILITATION
SERVICES, INC.
GENESIS ELDERCARE STAFFING SERVICES, INC.
GENESIS ELDERCARE TRANSPORTATION
SERVICES, INC.
GENESIS HEALTH SERVICES CORPORATION
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 SALISBURY,
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.
GENESIS/VNA PARTNERSHIP HOLDING
COMPANY, INC.
GENESIS - CROZER PARTNERSHP HOLDING
COMPANY, INC.
GERIATRIC & MEDICAL COMPANIES, INC.
GERIATRIC AND MEDICAL SERVICES, INC.
GERIATRIC AND MEDICAL INVESTMENTS
CORPORATION
GERIMED CORP.
GHV at SALISBURY CENTER, INC.
GLENMARK ASSOCIATES - DAWN VIEW
MANOR, INC.
GLENMARK ASSOCIATES, INC.
GLENMARK PROPERTIES, INC.
GMA - BRIGHTWOOD, INC.
GMA - CONSTRUCTION, INC.
GMA - MADISON, INC.
GMA - UNIONTOWN, INC.
GMA PARTNERSHIP HOLDING COMPANY, INC.
GMC LEASING CORPORATION
GMC MEDICAL CONSULTING SERVICES, INC.
GMC - LTC MANAGEMENT, INC.
GMS INSURANCE SERVICES, INC.
GMS MANAGEMENT, INC.
GMS MANAGEMENT-TUCKER, INC.
GOVERNOR'S HOUSE NURSING HOME, INC.
H.O. SUBSIDIARY, INC.
HEALTH CONCEPTS AND SERVICES, INC.
HEALTH RESOURCES OF ACADEMY MANOR,
INC.
HEALTH RESOURCES OF ARCADIA, 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 CUMBERLAND, INC.
HEALTH RESOURCES OF EATONTOWN, INC.
HEALTH RESOURCES OF ENGLEWOOD, INC.
HEALTH RESOURCES OF EWING, INC.
HEALTH RESOURCES OF FARMINGTON, INC.
HEALTH RESOURCES OF GARDNER, INC.
HEALTH RESOURCES OF GLASTONBURY, INC.
HEALTH RESOURCES OF GROTON, INC.
HEALTH RESOURCES OF JACKSON, INC.
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 MIDDLETOWN (RI), 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 HILLS, INC.
HEALTH RESOURCES OF VOORHEES, INC.
HEALTH RESOURCES OF WALLINGFORD, INC.
HEALTH RESOURCES OF WARWICK, INC.
HEALTH RESOURCES OF WESTWOOD, INC.
HEALTHCARE REHAB SYSTEMS, INC.
HEALTHCARE RESOURCES CORP.
HEALTHOBJECTS CORPORATION
HELSTAT, INC.
HILLTOP HEALTH CARE CENTER, INC.
HMNH REALTY, INC.
HNCA, INC.
HORIZON ASSOCIATES, INC.
HORIZON MEDICAL EQUIPMENT AND SUPPLY,
INC.
HORIZON MOBILE, INC.
HORIZON REHABILITATION, INC.
HR OF CHARLESTON, INC.
HRWV HUNTINGTON, 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.
LAKE MANOR, INC.
LAKEWOOD HEALTH RESOURCES, INC.
LAUREL HEALTH RESOURCES, INC.
LEHIGH NURSING HOMES, INC.
LIFE SUPPORT MEDICAL EQUIPMENT, INC.
LIFE SUPPORT MEDICAL, INC.
LINCOLN NURSING HOME, INC.
LRC HOLDING COMPANY
LWNR, INC.
MABRI CONVALESCENT CENTER, INC.
MADISON AVENUE ASSISTED LIVING, INC.
MANOR MANAGEMENT CORPORATION OF
GEORGIAN MANOR, INC.
MARLINTON PARTNERSHIP HOLDING
COMPANY, INC.
MARLINTON ASSOCIATES, INC.
MARSHFIELD HEALTH RESOURCES, INC.
MCKERLEY HEALTH CARE CENTER - CONCORD
INC.
MCKERLEY HEALTH CARE CENTERS, INC.
MEDICAL SERVICES GROUP, INC.
MERIDIAN HEALTH, INC.
MERIDIAN HEALTHCARE INVESTMENTS, INC.
MERIDIAN HEALTHCARE, INC.
METRO PHARMACEUTICALS, INC.
MHNR, INC.
MNR, INC.
MONTGOMERY NURSING HOMES, INC.
MULTICARE ACQUISITION CORP.
MULTICARE AMC, INC.
MULTICARE HOME HEALTH OF ILLINOIS, INC.
MULTICARE MEMBER HOLDING CORP.
MULTICARE PAYROLL CORP.
NATIONAL PHARMACY SERVICE, INC.
NEIGHBORCARE OF INDIANA, INC.
NEIGHBORCARE INFUSION SERVICES, INC.
NEIGHBORCARE OF NORTHERN CALIFORNIA,
INC.
NEIGHBORCARE OF OKLAHOMA, INC.
NEIGHBORCARE OF VIRGINIA, INC.
NEIGHBORCARE OF WISCONSIN, INC.
NEIGHBORCARE PHARMACY SERVICES, INC.
NEIGHBORCARE PHARMACIES, INC.
NEIGHBORCARE-MEDISCO, INC.
NEIGHBORCARE-ORCA, INC.
NEIGHBORCARE-TCI, INC.
NETWORK AMBULANCE SERVICES, INC.
NORTH MADISON, INC.
NORTHWESTERN MANAGEMENT SERVICES, INC.
NURSING AND RETIREMENT CENTER OF THE
ANDOVERS, INC.
PHARMACY EQUITIES, INC.
PHC OPERATING CORP.
PHILADELPHIA AVENUE CORPORATION
POCAHONTAS CONTINUOUS CARE CENTER, INC.
POMPTON CARE, INC.
PRESCOTT NURSING HOME, INC.
PROFESSIONAL PHARMACY SERVICES, INC.
PROGRESSIVE REHABILITATION CENTERS, INC.
PROSPECT PARK LTC MANAGEMENT, INC.
PROVIDENCE FUNDING CORPORATION
PROVIDENCE HEALTH CARE, INC.
PROVIDENCE MEDICAL, INC.
QUAKERTOWN MANOR CONVALESCENT AND
REHABILITATION, INC.
REST HAVEN NURSING HOME, INC.
RIDGELAND HEALTH RESOURCES, INC.
RIVER PINES HEALTH RESOURCES, INC.
RIVERSHORES HEALTH RESOURCES, INC.
RLNR, INC.
ROEPHEL CONVALESCENT CENTER, INC.
ROSE HEALTHCARE, INC.
ROSE VIEW MANOR, INC.
ROXBOROUGH NURSING HOME, INC.
RSNR, INC.
RVNR, INC.
S.T.B. INVESTORS, LTD
SCHUYLKILL NURSING HOMES, INC.
SCHUYLKILL PARTNERSHIP ACQUISITION CORP.
SCOTCHWOOD INSTITUTIONAL SERVICES, INC.
SCOTCHWOOD MASSACHUSETTS HOLDING CO.,
INC.
SENIOR LIVING VENTURES, INC.
SENIOR SOURCE, INC.
SNOW VALLEY HEALTH RESOURCES, INC.
SOLOMONT FAMILY MEDFORD VENTURE, INC.
STAFFORD CONVALESCENT CENTER, INC.
STATE STREET ASSOCIATES, INC.
SUBURBAN MEDICAL SERVICES, INC.
SVNR, INC.
THE ADS GROUP, INC.
THE APPLE VALLEY PARTNERSHIP HOLDING
COMPANY, INC.
THE ASSISTED LIVING ASSOCIATES OF
BERKSHIRE, INC.
THE ASSISTED LIVING ASSOCIATES OF LEHIGH,
INC.
THE ASSISTED LIVING ASSOCIATES OF
SANATOGA, INC.
THE ASSISTED LIVING ASSOCIATES OF WALL,
INC.
THE HOUSE OF CAMPBELL, INC.
THE MULTICARE COMPANIES, INC.
THERAPY CARE, INC.
THE TIDEWATER HEALTHCARE SHARED
SERVICES GROUP, INC.
TMC ACQUISITION CORP.
TRANSPORT SERVICES, INC.
TRI STATE MOBILE MEDICAL SERVICES, INC.
UNITED HEALTH CARE SERVICES, INC.
VALLEY MEDICAL SERVICES, INC.
VALLEY TRANSPORT AMBULANCE SERVICE,
INC.
VERSALINK, INC.
VILLAS REALTY & INVESTMENTS, INC.
WALNUT LTC MANAGEMENT, INC.
WAYSIDE NURSING HOME, INC.
WEISENFLUH AMBULANCE SERVICE, INC.
WEST PHILA. LTC MANAGEMENT, INC.
WESTFORD NURSING AND RETIREMENT
CENTER, INC.
WILLOW MANOR NURSING HOME, INC.
WYNCOTE HEALTHCARE CORP.
YORK LTC MANAGEMENT, INC.
By: _____________________________________
Name:
On behalf of each of the foregoing
entities as an Authorized Signatory of
such entities
ADS APPLE VALLEY LIMITED PARTNERSHIP, by
ADS Apple Valley, Inc., its General
Partner
ADS DARTMOUTH GENERAL PARTNERSHIP, by ADS
Senior Housing, Inc. and ADS Dartmouth
ALF, Inc., its General Partners
ADS HINGHAM LIMITED PARTNERSHIP, by ADS
Hingham Nursing Facility, Inc., its
General Partner
ADS RECUPERATIVE CENTER LIMITED
PARTNERSHIP, by ADS Recuperative Center,
Inc., its General Partner
ARCADIA ASSOCIATES, by ADS/Multicare,
Inc. and Health Resources of Arcadia,
Inc., its General Partners
ASCO HEALTHCARE OF NEW ENGLAND, LIMITED
PARTNERSHIP, by ASCO Healthcare of New
England, Inc., its General Partner
BREVARD MERIDIAN LIMITED PARTNERSHIP, by
Meridian Healthcare, Inc., its General
Partner
CARE HAVEN ASSOCIATES LIMITED
PARTNERSHIP, by Glenmark Associates, Inc.
and GMA Partnership Holding Company,
Inc., its General Partners
CARE4, L.P., by Institutional Health Care
Services, Inc., its General Partner
CATONSVILLE MERIDIAN LIMITED PARTNERSHIP,
by Meridian Health, Inc. and Meridian
Healthcare, Inc., its General Partners
CUMBERLAND ASSOCIATES OF RHODE ISLAND,
L.P., by Health Resources of Cumberland,
Inc., its General Partner
EASTON MERIDIAN LIMITED PARTNERSHIP, by
Meridian Health, Inc. and Meridian
Healthcare, Inc., its General Partners
EDELLA STREET ASSOCIATES, by Genesis
Health Ventures of Clarks Summit, Inc.,
its General Partner
GENESIS ELDERCARE CENTERS I, L.P., by
Genesis Eldercare Partnership Centers,
Inc., its General Partner
GENESIS ELDERCARE CENTERS II, L.P., by
Genesis Eldercare Partnership Centers,
Inc., its General Partner
GENESIS ELDERCARE CENTERS III, L.P., by
Genesis Eldercare Partnership Centers,
Inc., its General Partner
GENESIS HEALTH VENTURES OF WEST VIRGINIA,
LIMITED PARTNERSHIP, by Genesis Eldercare
Network Services, Inc. and Genesis
Eldercare Rehabilitation Services, Inc.,
its General Partners
GENESIS PROPERTIES LIMITED PARTNERSHIP,
by Genesis Health Ventures of Arlington,
Inc., its General Partner
GENESIS PROPERTIES OF DELAWARE LTD.
PARTNERSHIP, L.P., by Genesis Properties
of Delaware Corporation, its General
Partner
GLENMARK PROPERTIES I, LIMITED
PARTNERSHIP, by Glenmark Associates, Inc.
and GMA Partnership Holding Company,
Inc., its General Partners
GREENSPRING MERIDIAN LIMITED PARTNERSHIP,
by Meridian Healthcare, Inc., its General
Partner
GROTON ASSOCIATES OF CONNECTICUT, L.P.,
by Health Resources of Groton, Inc., its
General Partner
HALLMARK HEALTHCARE LIMITED PARTNERSHIP,
by Pharmacy Equities, Inc., its General
Partner
HAMMONDS LANE MERIDIAN LIMITED
PARTNERSHIP, by Meridian Healthcare, Inc.
and Meridian Health, Inc., its General
Partners
HOLLY MANOR ASSOCIATES OF NEW JERSEY,
L.P., by Encare of Mendham, L.L.C., its
General Partner
LAKE WASHINGTON, LTD., by Lake Manor, its
General Partner
MCKERLEY HEALTH FACILITIES, by Meridian
Health, Inc., and Meridian Healthcare,
Inc., its General Partners
MERCERVILLE ASSOCIATES OF NEW JERSEY,
L.P., by Breyut Convalescent Center,
L.L.C., its General Partner
MERIDIAN EDGEWOOD LIMITED PARTNERSHIP, by
Meridian Healthcare, Inc., its General
Partner
MERIDIAN PERRING LIMITED PARTNERSHIP, by
Meridian Healthcare, Inc., its General
Partner
MERIDIAN VALLEY LIMITED PARTNERSHIP, by
Meridian Healthcare, Inc., its General
Partner
MERIDIAN VALLEY VIEW LIMITED PARTNERSHIP,
by Meridian Healthcare, Inc., its General
Partner
MERIDIAN/CONSTELLATION LIMITED
PARTNERSHIP, by Meridian Healthcare, Inc.
and Meridian Health Inc., its General
Partners
MIDDLETOWN (RI) ASSOCIATES OF RHODE
ISLAND, L.P., by Health Resources of
Middletown (R.I.), Inc., its General
Partner
MILLVILLE MERIDIAN LIMITED PARTNERSHIP,
by Meridian Healthcare, Inc., its General
Partner
NORRISTOWN NURSING AND REHABILITATION
CENTER ASSOCIATES, L.P., by GMC-LTC
Management, Inc., its General Partner
PHILADELPHIA AVENUE ASSOCIATES, by
Philadelphia Avenue Corporation, its
General Partner
POINT PLEASANT HAVEN LIMITED PARTNERSHIP,
by Glenmark Associates, Inc., its General
Partner
POMPTON ASSOCIATES L.P., by Pompton Care
L.L.C., its General Partner
RALEIGH MANOR LIMITED PARTNERSHIP, by
Glenmark Associates, Inc., its General
Partner
RIVER STREET ASSOCIATES, by Genesis
Health Ventures of Wilkes-Barre, Inc.,
its General Partner
ROMNEY HEALTH CARE CENTER LTD., LIMITED
PARTNERSHIP, by Glenmark Associates,
Inc., its General Partner
SEMINOLE MERIDIAN LIMITED PARTNERSHIP, by
Meridian Health, Inc., its General
Partner
SISTERVILLE HAVEN LIMITED PARTNERSHIP, by
Glenmark Associates, Inc., its General
Partner
STATE STREET ASSOCIATES, L.P., by State
Street Associates, Inc., its General
Partner
TEAYS VALLEY HAVEN LIMITED PARTNERSHIP,
by Glenmark Associates, Inc., its General
Partner
THE STRAUSS GROUP - HOPKINS HOUSE, L.P.,
by Encare of Wyncote, Inc., its General
Partner
THE STRAUS GROUP - OLD BRIDGE, L.P., by
Health Resources of Emery, L.L.C., its
General Partner
THE STRAUS GROUP - QUAKERTOWN MANOR,
L.P., by Encare of Quakertown, Inc., its
General Partner
THE STRAUS GROUP - RIDGEWOOD, L.P., by
Health Resources of Ridgewood, L.L.C.,
its General Partner
WALLINGFORD ASSOCIATES OF CONNECTICUT,
L.P., by Health Resources of Wallingford,
Inc., its General Partner
THERAPY CARE SYSTEMS, L.P., Genesis
ElderCare Rehabilition Services, Inc.,
its General Partner
VOLUSIA MERIDIAN LIMITED PARTNERSHIP, by
Meridian Health, Inc., its General
Partner
WARWICK ASSOCIATES OF RHODE ISLAND, L.P.,
by Health Resources of Warwick, Inc., its
General Partner
By:______________________________________
Name:
On behalf of each of the foregoing
entities as an Authorized Signatory
of each respective authorized
General Partner
AUTOMATED HOMECARE SYSTEMS, LLC, by
Health Objects Corporation, its
authorized Member
BREYUT CONVALESCENT CENTER, L.L.C., by
The Multicare Companies, Inc. and
Stafford Convalescent Center, Inc., its
authorized Members
ENCARE OF MENDHAM, L.L.C., by The
Multicare Companies, Inc. and Stafford
Convalescent Center, Inc., its authorized
Members
GENESIS ELDERCARE EMPLOYMENT SERVICES,
LLC, by Genesis ElderCare Management
Services, Inc., its authorized Member
GENESIS-GEORGETOWN SNF/JV, L.L.C., by
Genesis Health Ventures, Inc., its
authorized Member
GLENMARK LIMITED LIABILITY COMPANY I, by
Glenmark Associates, Inc. and Horizon
Associates, Inc., its authorized Members
HEALTH RESOURCES OF BRIDGETON, L.L.C., by
The Multicare Companies, Inc. and
Stafford Convalescent Center, Inc., its
authorized Members
HEALTH RESOURCES OF CINNAMINSON, L.L.C.,
by The Multicare Companies, Inc. and
Stafford Convalescent Center, Inc., its
authorized Members
HEALTH RESOURCES OF CRANBURY, L.L.C., by
The Multicare Companies, Inc. and
Stafford Convalescent Center, Inc., its
authorized Members
HEALTH RESOURCES OF EMERY, L.L.C., by The
Multicare Companies, Inc. and Stafford
Convalescent Center, Inc., its authorized
Members
HEALTH RESOURCES OF ENGLEWOOD, L.L.C., by
The Multicare Companies, Inc. and
Stafford Convalescent Center, Inc., its
authorized Members
HEALTH RESOURCES OF EWING, L.L.C., by The
Multicare Companies, Inc. and Stafford
Convalescent Center, Inc., its authorized
Members
HEALTH RESOURCES OF FAIRLAWN, L.L.C., by
The Multicare Companies, Inc. and
Stafford Convalescent Center, Inc., its
authorized Members
HEALTH RESOURCES OF JACKSON, L.L.C., by
The Multicare Companies, Inc. and
Stafford Convalescent Center, Inc., its
authorized Members
HEALTH RESOURCES OF LAKEVIEW, L.L.C., by
The Multicare Companies, Inc. and
Stafford Convalescent Center, Inc., its
authorized Members
HEALTH RESOURCES OF RIDGEWOOD, L.L.C., by
The Multicare Companies, Inc. and
Stafford Convalescent Center, Inc., its
authorized Members
HEALTH RESOURCES OF WEST ORANGE, L.L.C.,
by The Multicare Companies, Inc. and
Stafford Convalescent Center, Inc., its
authorized Members
MAIN STREET PHARMACY, L.L.C., by
Professional Pharmacy Services, Inc. and
NeighborCare Pharmacies, Inc., its
authorized Members
POMPTON CARE L.L.C., by The Multicare
Companies, Inc. and Stafford Convalescent
Center, Inc., its authorized Members
RESPIRATORY HEALTH SERVICES, L.L.C., by
Genesis Health Ventures, Inc, its
authorized Member
ROEPHEL CONVALESCENT CENTER, L.L.C., by
The Multicare Companies, Inc. and
Stafford Convalescent Center, Inc., its
authorized Members
TOTAL REHABILITATION CENTER, L.L.C., by
The Multicare Companies, Inc. and
Stafford Convalescent Center, Inc., its
authorized Members
By: ____________________________________
Name:
On behalf of each of the foregoing
entities as an Authorized Signatory
of each respective authorized Member
AGENTS AND ARRANGERS:
FIRST UNION NATIONAL BANK, as
Administrative Agent, Collateral Agent
and Lender
By:______________________________________
Name:
Title:
FIRST UNION SECURITIES, INC., as Co-Lead
Arranger
By:______________________________________
Name:
Title:
GOLDMAN SACHS CREDIT PARTNERS L.P., as
Co-Lead Arranger, Syndication Agent and
Lender
By:______________________________________
Name:
Title:
GENERAL ELECTRIC CAPITAL CORPORATION, as
Collateral Monitoring Agent,
Co-Documentation Agent and Lender
By:______________________________________
Name:
Its Duly Authorized Signatory
CITICORP USA, INC., as Co-Documentation
Agent and Lender
By:______________________________________
Name:
Its Duly Authorized Signatory
PAMCO CAYMAN LTD., as Lender
By:______________________________________
Name:
Title:
PAM CAPITAL FUNDING LP, as Lender
By:______________________________________
Name:
Title:
HIGHLAND LEGACY LIMITED, as Lender
By:______________________________________
Name:
Title:
HIGHLAND V, as Lender
By:______________________________________
Name:
Title:
KZH PAMCO LLC, as Lender
By:______________________________________
Name:
Title:
KZH HIGHLAND-2 LLC, as Lender
By:______________________________________
Name:
Title:
SRV-HIGHLAND, INC. , as Lender
By:______________________________________
Name:
Title:
GLENEAGLES TRADING LLC, as Lender
By:______________________________________
Name:
Title:
ELF FUNDING TRUST 1, as Lender
By:______________________________________
Name:
Title:
BLUE SQUARE FUNDING LIMITED SERIES 3, as
Lender
By:______________________________________
Name:
Title:
EMERALD ORCHARD LIMITED, as Lender
By:______________________________________
Name:
Title:
PROSPECT STREET HIGH INCOME PORTFOLIO
INC., as Lender
By:______________________________________
Name:
Title:
HIGHLAND OFFSHORE PARTNERS, L.P., as
Lender
By:______________________________________
Name:
Title:
CITIBANK, as Lender
By:______________________________________
Name:
Title:
UBS AG, STAMFORD BRANCH, as Lender
By:______________________________________
Name:
Title:
LEHMAN COMMERCIAL PAPER, INC., as Lender
By:______________________________________
Name:
Title:
FOOTHILL INCOME TRUST, L.P., as Lender
By: FIT GP, LLC., its
General Partner
By:______________________________________
Name:
Title:
FOOTHILL INCOME TRUST II, as Lender
By: FIT II GP, LLC, its
General Partner
By:______________________________________
Name:
Title:
OAK HILL SECURITIES FUND, L.P., as Lender
By:______________________________________
Name:
Title:
OAK HILL SECURITIES FUND II, L.P., as
Lender
By:______________________________________
Name:
Title:
OAK HILL CREDIT PARTNERS I, LIMITED, as
Lender
By:______________________________________
Name:
Title:
FIRST UNION PAR TRADING, as Lender
By:______________________________________
Name:
Title:
BLACK DIAMOND INTERNATIONAL FUNDING, as
Lender
By:______________________________________
Name:
Title:
LONG LANE MASTER TRUST IV, as Lender
By:______________________________________
Name:
Title:
VAN KAMPEN PRIME RATE INCOME TRUST, as
Lender
By:______________________________________
Name:
Title:
VAN KAMPEN SENIOR INCOME TRUST, as Lender
By:______________________________________
Name:
Title:
VAN KAMPEN SENIOR FLOATING RATE FUND, as
Lender
By:______________________________________
Name:
Title:
VAN KAMPEN CLO I, LIMITED, as Lender
By:______________________________________
Name:
Title:
MORGAN STANLEY PRIME INCOME TRUST, as
Lender
By:______________________________________
Name:
Title:
KZH STERLING LLC, as Lender
By:______________________________________
Name:
Title:
KZH CYPRESSTREE, as Lender
By:______________________________________
Name:
Title:
CENTURION CDO II, LTD., as Lender
By:______________________________________
Name:
Title:
SEQUILS-CENTURION V, LTD., as Lender
By:______________________________________
Name:
Title:
FRANKLIN FLOATING RATE TRUST, as Lender
By:______________________________________
Name:
Title:
FRANKLIN FLOATING RATE MASTER SERIES, as
Lender
By:______________________________________
Name:
Title:
FRANKLIN FLOATING RATE DAILY ACCESS FUND,
as Lender
By:______________________________________
Name:
Title:
ARCHIMEDES FUNDING III, LTD., as Lender
By:______________________________________
Name:
Title:
ARCHIMEDES FUNDING IV (CAYMAN), LTD., as
Lender
By:______________________________________
Name:
Title:
NEMEAN CLO, LTD., as Lender
By:______________________________________
Name:
Title:
ORYX CLO LTD., as Lender
By:______________________________________
Name:
Title:
SEQUILS-ING 1 (HBDGM), LTD., as Lender
By:______________________________________
Name:
Title:
THE ING CAPITAL SENIOR SECURED HIGH
INCOME HOLDINGS FUND, LTD., as Lender
By:______________________________________
Name:
Title:
SWISS LIFE US RAINBOW LIMITED, as Lender
By:______________________________________
Name:
Title:
MAPLEWOOD (CAYMAN) LIMITED, as Lender
By:______________________________________
Name:
Title:
BILL & MELINDA GATES FOUNDATION, as
Lender
By:______________________________________
Name:
Title:
MASSACHUSETTS MUTUAL LIFE INSURANCE
COMPANY, as Lender
By:______________________________________
Name:
Title:
SIMSBURY CLO, LIMITED, as Lender
By:______________________________________
Name:
Title:
PRESEUS CDO I, LIMITED, as Lender
By:______________________________________
Name:
Title:
SOMERS CDO, LIMITED, as Lender
By:______________________________________
Name:
Title:
PILGRIM CLO 1999 - 1, as Lender
By:______________________________________
Name:
Title:
SEQUILS - PILGRIM I, as Lender
By:______________________________________
Name:
Title:
PILGRIM AMERICA HIGH INCOME INVESTMENTS,
as Lender
By:______________________________________
Name:
Title:
PILGRIM SENIOR INCOME FUND, as Lender
By:______________________________________
Name:
Title:
PILGRIM PRIME RATE TRUST, as Lender
By:______________________________________
Name:
Title:
CERES II FINANCE, as Lender
By:______________________________________
Name:
Title:
AIM FLOATING RATE, as Lender
By:______________________________________
Name:
Title:
AVALON CAPITAL LTD, as Lender
By:______________________________________
Name:
Title:
AERIES FINANCE-II LTD, as Lender
By:______________________________________
Name:
Title:
OASIS COLLATERALIZED HIGH INCOME
PORTFOLIO-1, as Lender
By:______________________________________
Name:
Title:
AVALON CAPITAL LTD - 2, as Lender
By:______________________________________
Name:
Title:
CHARTER VIEW PORTFOLIO, as Lender
By:______________________________________
Name:
Title:
DIVERSIFIED CREDIT PORTFOLIO LTD, as
Lender
By:______________________________________
Name:
Title:
AMARA II FINANCE, LTD, as Lender
By:______________________________________
Name:
Title:
STEIN ROE, as Lender
By:______________________________________
Name:
Title:
NORTHWOODS CAPITAL III, LIMITED, as
Lender
By:______________________________________
Name:
Title:
GALAXY CLO 1999-1, as Lender
By:______________________________________
Name:
Title:
KZH SOLEIL LLC, as Lender
By:______________________________________
Name:
Title:
KZH SOLEIL-2 LLC, AS LENDER, as Lender
By:______________________________________
Name:
Title:
ANCHOR NATIONAL LIFE INSURANCE COMPANY,
as Lender
By:______________________________________
Name:
Title:
ARES III CLO LTD, as Lender
By:______________________________________
Name:
Title:
ARES IV CLO LTD, as Lender
By:______________________________________
Name:
Title:
PINEHURST TRADING, INC. , as Lender
By:______________________________________
Name:
Title:
ALLSTATE LIFE INSURANCE CO. , as Lender
By:______________________________________
Name:
Title:
STANWICH LOAN FUNDING LLC, as Lender
By:______________________________________
Name:
Title:
CSAM FUNDING I, as Lender
By:______________________________________
Name:
Title:
FIRST DOMINION FUNDING II, as Lender
By:______________________________________
Name:
Title:
CARLYLE HIGH YIELD PARTNERS, LP, as
Lender
By:______________________________________
Name:
Title:
FIDELITY ADVISOR SERIES II: FIDELITY
ADVISOR FLOATING RATE HIGH, as Lender
By:______________________________________
Name:
Title:
FLAGSHIP CLO 2001-1, as Lender
By:______________________________________
Name:
Title:
TRYON CLO LIMITED 2000-1, as Lender
By:______________________________________
Name:
Title:
CONTINENTAL CASUALTY COMPANY, as Lender
By:______________________________________
Name:
Title:
OPPENHEIMER SENIOR FLOATING RATE FUND, as
Lender
By:______________________________________
Name:
Title: