EXHIBIT 10-1
AMENDMENT NO. 2 AND WAIVER (this "Amendment"), dated
as of June 28, 2002, to the Credit, Security, Guaranty and
Pledge Agreement dated as of October 2, 2001, 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)
WACHOVIA BANK, NATIONAL ASSOCIATION (formerly known as First
Union National Bank), as Administrative Agent and Collateral
Agent; (vi) WACHOVIA SECURITIES, INC. (formerly known as 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, as amended by Amendment No. 1, dated
as of December 31, 2001 (as so amended by Amendment No. 1 and
this Amendment and as hereafter amended, amended and restated,
supplemented or otherwise modified, renewed or replaced from
time to time, the "Credit Agreement").
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. Waiver and Consent. In the event that the Borrower
consummates the issuance of any High Yield Unsecured Debt and receives the Net
Offering Proceeds thereof on or before March 31, 2003, and, so long as such High
Yield Unsecured Debt is otherwise issued subject to and in accordance with the
provisions of the Credit Agreement, the Requisite Lenders hereby consent to the
use by the Borrower of the Net Offering Proceeds of such High Yield Unsecured
Debt to repay outstanding principal and interest on the Rollover Notes and waive
the provisions of Section 2.11(f) (i) and (ii) of the Credit Agreement to the
extent the provisions thereof would otherwise require that such Net Offering
Proceeds be applied to the Loans.
SECTION 2. Amendments to Credit Agreement. As of the Effective
Date (subject to the terms and conditions set forth in Section 3 hereof), the
Credit Agreement is hereby amended as follows:
(A) Section 5.14 of the Credit Agreement is hereby amended by
deleting "June 30, 2002" from the first line thereof and replacing it with
"September 30, 2002."
(B) Section 6.1(l) of the Credit Agreement is hereby amended
by deleting "$250,000,000" from the first line thereof and replacing it with
"$300,000,000."
SECTION 3. Conditions to Effectiveness. This Amendment shall
be effective as of the date first written above, upon the satisfaction in full
of the following conditions (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 4. 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.
SECTION 5. 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 6. APPLICABLE LAW. THIS AMENDMENT SHALL BE GOVERNED BY
AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT
REFERENCE TO CONFLICTS OF LAW PRINCIPLES.
SECTION 7. 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 8. 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 9. 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]
IN WITNESS WHEREOF, the undersigned have caused this Amendment
No. 2 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:
WACHOVIA BANK, NATIONAL ASSOCIATION
(formerly known as First Union
National Bank), as Administrative
Agent, Collateral Agent and Lender
By:
-------------------------------
Name:
Title:
WACHOVIA SECURITIES, INC. (formerly
known as 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
, as Lender
------------------------
By:
-------------------------------
Name:
Title: