EXHIBIT A
Purchased Assets Defined
FACILITIES TO BE PURCHASED
Liberty Court
1526 Lombard Street
Philadelphia, PA 19146
Phillipsburg Center
843 Wilbur Avenue
Phillipsburg, NJ 08865
Pleasant View Center
227 Pleasant Street
Concord, NH 03301
Riverview Ridge
300 Courtright Street
Wilkes-Barre, PA 18702
Willowbrook Center
100 Edella Road
Clarks Summit, PA 18411
FACILITIES IN WHICH 100% OF OWNERSHIP INTERESTS ARE TO BE
PURCHASED IN THE ENTITY THAT OWNS SUCH FACILITY
Corsica Hills Center
205 Armstrong Avenue
Centreville, MD 21617
Heritage Center
7232 German Hill Road
Dundalk, MD 21222
LaPlata Center
1 Magnolia Drive
LaPlata, MD 20646
Multi-Medical Center
7700 York Road
Towson, MD 21204
Severna Park Center
24 Truckhouse Road
Severna Park, MD 21146
Voorhees Center
3001 Evesham Road
Voorhees, NJ 08043
Westfield Center
1515 Lamberts Mill Road
Westfield, NJ 07090
E-1
EXHIBIT B-1
List of GHV Affiliate Tenants and ET Affiliate Landlords
LIST OF GHV AFFILIATE TENANTS
Berkshire Assisted Living Associates of Berkshire, Inc., a
Pennsylvania corporation
Lehigh Assisted Living Associates of Lehigh, Inc., a
Pennsylvania corporation
Sanatoga Assisted Living Associates of Sanatoga, Inc., a
Pennsylvania corporation
Heritage Woods Genesis Health Ventures of Massachusetts, Inc., a
Pennsylvania corporation
Highgate Geriatric and Medical Services, Inc., a New Jersey
corporation
Lopatcong Geriatric and Medical Services, Inc., a New Jersey
corporation
LIST OF ELDERTRUST AFFILIATE LANDLORDS
Berkshire ET Sub-Berkshire Limited Partnership, L.P., a Delaware
limited partnership
Lehigh ET Sub-Lehigh Limited Partnership, L.P., a Delaware
limited partnership
Sanatoga ET Sub-Sanatoga Limited Partnership, L.P., a Delaware
limited partnership
Heritage Woods ET Sub-Heritage Woods L.L.C., a Delaware limited
liability company.
Highgate ET Sub-Highgate, L.P., a Pennsylvania limited
partnership
Lopatcong ET Sub-Lopatcong, L.L.C., a Delaware limited liability
company
E-2
EXHIBIT B-2
Facilities being Transferred and Facilities with Lease Amendments
FACILITIES BEING TRANSFERRED
Liberty Court
1526 Lombard Street
Philadelphia, PA 19146
Phillipsburg Center
843 Wilbur Avenue
Phillipsburg, NJ 08865
Pleasant View Center
227 Pleasant Street
Concord, NH 03301
Riverview Ridge
300 Courtright Street
Wilkes-Barre, PA 18702
Willowbrook Center
100 Edella Road
Clarks Summit, PA 18411
FACILITIES WITH LEASE AMENDMENTS
Berkshire Commons
5485 Perkiomen Avenue
Reading, PA 19606
Lehigh Commons
1680 Spring Creek Road
Macungie, PA 18062
Sanatoga Court
227 Evergreen Road
Pottstown, PA 19464
Heritage Woods
462 Main Street
Agawam, MA 01001
Highgate at Paoli Pointe
600 Paoli Pointe Drive
Paoli, PA 19301
Lopatcong Center
390 Red School Lane
Phillipsburg, New Jersey 08865
E-3
EXHIBIT B-3
Facility Leases to be Amended
Berkshire Commons
Reading, Pennsylvania:
1. Lease Agreement dated January 31, 2001 between ET Sub-Berkshire
Limited Partnership, a Delaware limited partnership (ET-Berkshire),
and Assisted Living Associates of Berkshire, Inc., a Pennsylvania
corporation (ALAB).
2. Memorandum of Lease dated January 31, 2001 between ET-Berkshire
and ALAB recorded in the Office of the Recorder of Deeds in and
for Berks County, Pennsylvania.
3. First Amendment to Lease Agreement dated August 5, 2002 between
ET-Berkshire and ALAB, joined by GHV, as new guarantor.
4. Lease Guaranty and Suretyship Agreement (Berkshire) dated August
5, 2002 from GHV to ET-Berkshire.
Lehigh Commons
Lehigh, Pennsylvania
1. Lease Agreement dated January 31, 2001 between ET Sub-Lehigh
Limited Partnership, a Delaware limited partnership (ET-Lehigh),
and Assisted Living Associates of Lehigh,Inc., a Pennsylvania
corporation (ALAL).
2. Memorandum of Lease dated January 31, 2001 between ET-Lehigh and
ALAL recorded in the Office of the Recorder of Deeds in and for
Berks County, Pennsylvania.
3. First Amendment to Lease Agreement dated July 17, 2002 between
ET-Lehigh and ALAL.
4. Second Amendment to Lease Agreement dated August 5, 2002 between
ET-Lehigh and ALAL, joined by GHV, as new guarantor.
5. Lease Guaranty and Suretyship Agreement (Lehigh) dated August 5,
2002 from GHV to ET-Lehigh.
E-4
Sanatoga Court
Pottstown, Pennsylvania
1. Lease Agreement dated January 31, 2001 between ET Sub-Sanatoga
Limited Partnership, a Delaware limited partnership (ET-Sanatoga),
and Assisted Living Associates of Sanatoga, Inc., a Pennsylvania
corporation (ALAS).
2. Memorandum of Lease dated January 31, 2001 between ET-Sanatoga and
ALAS recorded in the Office of the Recorder of Deeds in and for
Berks County, Pennsylvania.
3. First Amendment to Lease Agreement dated August 5, 2002 between
ET-Sanatoga and ALAS, joined by GHV, as new guarantor.
4. Lease Guaranty and Suretyship Agreement (Sanatoga) dated August 5,
2002 from GHV to ET-Sanatoga.
Heritage Woods
Agawam, Massachusetts:
1. Lease Agreement dated January 30, 1998 between ET Sub-Heritage
Woods, LLC, a Delaware limited liability company (ET-Heritage),
and Genesis Health Ventures of Massachusetts, Inc., a Pennsylvania
corporation (GHV of Massachusetts).
2. Lease Guaranty dated January 30, 1998 from Genesis Health Ventures,
Inc., a Pennsylvania corporation (GHV) in favor of ET-Heritage.
3. Memorandum of Lease dated January 30, 1998 between ET-Heritgage and
GHV of Massachusetts.
4. Assumption of Lease dated January 31, 2001 between GHV of
Massachusetts, ET-Heritage and GHV.
Highgate Court
Paoli, Pennsylvania
1. Lease Agreement dated January 30, 1998 between ET-Sub Highgate,
L.P., a Pennsylvania limited partnership (ET-Highgate) and GeriMed.
2. Guaranty of Lease Agreement dated January 31, 1998 from GHV.
3. First Amendment to Lease Agreement dated March 4, 2000 between
ET-Highgate and GeriMed.
4. Second Amendment to Lease Agreement dated January 31, 2001 between
ET-Highgate and GeriMed.
5. Consent and Confirmation of Guarantor dated January 31, 2001 from
GHV.
E-5
6. Guaranty of Payment dated January 31, 2001 by and between Eldertrust
Operating Limited Partnership, a Delaware limited partnership and
Tenant.
7. Assumption of Lease dated January 31, 2001 between ET-Highgate,
GeriMed and GHV.
Lopatcong Center
Phillipsburg, New Jersey
1. Lease Agreement dated January 30, 1998 between ET Sub-Lopatcong,
L.L.C., a Delaware limited liability company (ET-Lopatcong), and
Geriatric and Medical Services, Inc., a New Jersey corporation
(GeriMed).
2. Lease Guaranty dated January 30, 1998 from GHV in favor of ET-
Lopatcong.
3. Memorandum of Lease dated January 30, 1998 between ET-Lopatcong and
GeriMed.
4. First Amendment to Lease dated November 23, 1999 between ET-
Lopatcong and GeriMed.
5. Assumption of Lease dated January 31, 2001 between GeriMed,
ET-Lopatcong and GHV.
E-6
EXHIBIT B-4
Meridian 7 Facilities
Corsica Hills Center
205 Armstrong Avenue
Centreville, MD 21617
Heritage Center
7232 German Hill Road
Dundalk, MD 21222
LaPlata Center
1 Magnolia Drive
LaPlata, MD 20646
Multi-Medical Center
7700 York Road
Towson, MD 21204
Severna Park Center
24 Truckhouse Road
Severna Park, MD 21146
Voorhees Center
3001 Evesham Road
Voorhees, NJ 08043
Westfield Center
1515 Lamberts Mill Road
Westfield, NJ 07090
E-7
EXHIBIT B-5
Grantors of the Option
A. Mifflin - State Street Associates
B. Highgate - Geriatric and Medical Services, Inc.
C. (i) Berkshire - Assisted Living Associates of Berkshire, Inc.*
(ii) Lehigh - Assisted Living Associates of Lehigh, Inc.*
(iii) Sanatoga - Assisted Living Associates of Sanatoga, Inc.*
Only one of the options granted by the * Grantors may be exercised.
E-8
EXHIBIT B-6
Schedule of Tax Indemnity Agreements Relating to Meridian 7
Indemnification Agreement made as of September 3, 1998, by ElderTrust
Operating Limited Partnership in favor of the persons and entities listed
on Exhibit B thereto.
E-9
EXHIBIT B-7
Meridian 7 Leases and Subleases
Corsica Hills Center
Centreville, Maryland
1. Lease Agreement dated November 30, 1993 between Corsica Hills
Associates Limited Partnership, a Maryland limited partnership
(Corsica Hills Landlord) and Meridian Healthcare, Inc., a
Pennsylvania corporation (MHC), with Guarantee by Genesis Health
Ventures, Inc. (GHV).
2. Purchase Option Agreement dated November 30, 1993 between Corsica
Hills Landlord and MHC.
3. Amendment No. 1 to Lease Agreement dated as of August 1, 1994 between
Corsica Hills Landlord and MHC, with Affirmation of Guarantee by GHV.
4. Amendment No. 2 to Lease Agreement dated as of August 1, 1994 between
Corsica Hills Landlord and MHC, with Affirmation of Guarantee by GHV.
5. Assignment of Lease Agreement dated September 3, 1998 between MHC
and ET Sub-Meridian Limited Partnership, L.L.P., a Virginia limited
liability partnership (ET Sub- Meridian).
6. Assignment of Option Agreement dated September 3, 1998 between MHC
and ET Sub-Meridian.
7. Amendment No. 3 to Lease Agreement dated September 3, 1998 between
Corsica Hills Landlord and ET Sub-Meridian.
8. First Amendment to Option Agreement dated September 3, 1998 between
Corsica Hills Landlord and ET Sub-Meridian.
9. Sublease Agreement dated September 3, 1998 between ET Sub-Meridian,
as landlord, and MHC, as tenant.
10. Guaranty of Sublease dated September 3, 1998 from GHV to ET Sub-
Meridian.
11. Assumption of Lease dated January 31, 2001 between MHC, ET Sub-
Meridian and GHV.
Heritage Center
Dundalk, Maryland
1. Lease Agreement dated November 30, 1993 between Heritage Associates
Limited Partnership, a Maryland limited partnership (Heritage
Landlord) and MHC,with Guarantee by GHV.
E-10
2. Purchase Option Agreement dated November 30, 1993 between Heritage
Landlord and MHC.
3. Amendment No. 1 to Lease Agreement dated as of August 1, 1994
between Heritage Landlord and MHC, with Affirmation of Guarantee
by GHV.
4. Amendment No. 2 to Lease Agreement dated as of August 1, 1994 between
Heritage Landlord and MHC, with Affirmation of Guarantee by GHV.
5. Assignment of Lease Agreement dated September 3, 1998 between MHC and
ET Sub-Meridian Limited.
6. Assignment of Option Agreement dated September 3, 1998 between MHC and
ET Sub-Meridian.
7. Amendment No. 3 to Lease Agreement dated September 3, 1998 between
Heritage Landlord and ET Sub-Meridian.
8. First Amendment to Option Agreement dated September 3, 1998 between
Heritage Landlord and ET Sub-Meridian.
9. Sublease Agreement dated September 3, 1998 between ET Sub-Meridian,
as landlord, and MHC, as tenant.
10. Guaranty of Sublease dated September 3, 1998 from GHV to ET Sub-
Meridian.
11. Assumption of Lease dated January 31, 2001 between MHC, ET Sub-
Meridian and GHV.
LaPlata Center
LaPlata, Maryland
1. Lease Agreement dated November 30, 1993 between Charlesmead
Meridian Limited Partnership, a Maryland limited partnership
(LaPlata Landlord)and MHC, with Guarantee by GHV.
2. Purchase Option Agreement dated November 30, 1993 between LaPlata
Landlord and MHC.
3. Amendment No. 1 to Lease Agreement dated as of August 1, 1994
between LaPlata Landlord and MHC, with Affirmation of Guarantee
by GHV.
4. Amendment No. 2 to Lease Agreement dated as of August 1, 1994
between LaPlata Landlord and MHC, with Affirmation of Guarantee
by GHV.
5. Assignment of Lease Agreement dated September 3, 1998 between MHC
and ET Sub-Meridian.
E-11
6. Assignment of Option Agreement dated September 3, 1998 between MHC
and ET Sub-Meridian.
7. Amendment No. 3 to Lease Agreement dated September 3, 1998 between
LaPlata Landlord and ET Sub-Meridian.
8. First Amendment to Option Agreement dated September 3, 1998 between
LaPlata Landlord and ET Sub-Meridian.
9. Sublease Agreement dated September 3, 1998 between ET Sub-Meridian,
as landlord, and MHC, as tenant.
10. Guaranty of Sublease dated September 3, 1998 from GHV to ET Sub-
Meridian.
11. Assumption of Lease dated January 31, 2001 between MHC, ET Sub-
Meridian and GHV.
Multi-Medical Center
Towson, Maryland
1. Lease Agreement dated November 30, 1993 between Multi-Medical
Meridian Limited Partnership, a Maryland limited partnership
(Multi-Medical Landlord) and MHC,with Guarantee by GHV.
2. Purchase Option Agreement dated November 30, 1993 between Multi-
Medical Landlord and MHC.
3. Amendment No. 1 to Lease Agreement dated as of August 1, 1994
between Multi-Medical Landlord and MHC, with Affirmation of
Guarantee by GHV.
4. Amendment No. 2 to Lease Agreement dated as of August 1, 1994
between Multi-Medical Landlord and MHC, with Affirmation of
Guarantee by GHV.
5. Assignment of Lease Agreement dated September 3, 1998 between MHC
and ET Sub-Meridian.
6. Assignment of Option Agreement dated September 3, 1998 between MHC
and ET Sub-Meridian.
7. Amendment No. 3 to Lease Agreement dated September 3, 1998 between
Multi-Medical Landlord and ET Sub-Meridian.
8. First Amendment to Option Agreement dated September 3, 1998 between
Multi-Medical Landlord and ET Sub-Meridian.
9. Sublease Agreement dated September 3, 1998 between ET Sub-Meridian,
as landlord, and MHC, as tenant.
E-12
10. Guaranty of Sublease dated September 3, 1998 from GHV to ET Sub-
Meridian.
11. Assumption of Lease dated January 31, 2001 between MHC, ET Sub-
Meridian and GHV.
Severna Park
Servena Park, Maryland
1. Lease Agreement dated November 30, 1993 between Severna Associates
Limited Partnership, a Maryland limited partnership (Severna
Landlord) and MHC,with Guarantee by GHV.
2. Purchase Option Agreement dated November 30, 1993 between Severna
Landlord and MHC.
3. Amendment No. 1 to Lease Agreement dated as of August 1, 1994 between
Severna Landlord and MHC, with Affirmation of Guarantee by GHV.
4. Amendment No. 2 to Lease Agreement dated as of August 1, 1994 between
Severna Landlord and MHC, with Affirmation of Guarantee by GHV.
5. Assignment of Lease Agreement dated September 3, 1998 between MHC
and ET Sub-Meridian Limited Partnership, L.L.P., a Virginia limited
liability partnership (ET Sub-Meridian).
6. Assignment of Option Agreement dated September 3, 1998 between MHC
and ET Sub-Meridian recorded in the Land Records of Queen Annes
County, Maryland on September 11, 1998 in Liber 635, folio 107.
7. Amendment No. 3 to Lease Agreement dated September 3, 1998 between
Severna Landlord and ET Sub-Meridian.
8. First Amendment to Option Agreement dated September 3, 1998 between
Severna Landlord and ET Sub-Meridian.
9. Sublease Agreement dated September 3, 1998 between ET Sub-Meridian,
as landlord, and MHC, as tenant.
10. Guaranty of Sublease dated September 3, 1998 from GHV to ET Sub-
Meridian.
11. Assumption of Lease dated January 31, 2001 between MHC, ET Sub-
Meridian and GHV.
E-13
Voorhees Center
Voorhees, New Jersey
1. Lease Agreement dated November 30, 1993 between Cherry Hill Meridian
Limited Partnership, a Maryland limited partnership (Cherry Hill
Landlord) and MHC,with Guarantee by GHV.
2. Purchase Option Agreement dated November 30, 1993 between Cherry Hill
Landlord and MHC.
3. Amendment No. 1 to Lease Agreement dated as of August 1, 1994 between
Cherry Hill Landlord and MHC, with Affirmation of Guarantee by GHV.
4. Amendment No. 2 to Lease Agreement dated as of August 1, 1994 between
Cherry Hill Landlord and MHC, with Affirmation of Guarantee by GHV.
5. Assignment of Lease Agreement dated September 3, 1998 between MHC and
ET Sub-Meridian Limited Partnership, L.L.P., a Virginia limited
liability partnership (ET Sub-Meridian).
6. Assignment of Option Agreement dated September 3, 1998 between MHC
and ET Sub-Meridian recorded in the Land Records of Queen Annes
County, Maryland on September 11, 1998 in Liber 635, folio 107.
7. Amendment No. 3 to Lease Agreement dated September 3, 1998 between
Cherry Hill Landlord and ET Sub-Meridian.
8. First Amendment to Option Agreement dated September 3, 1998 between
Cherry Hill Landlord and ET Sub-Meridian.
9. Sublease Agreement dated September 3, 1998 between ET Sub-Meridian,
as landlord, and MHC, as tenant.
10. Guaranty of Sublease dated September 3, 1998 from GHV to ET Sub-
Meridian.
11. Assumption of Lease dated January 31, 2001 between MHC, ET Sub-
Meridian and GHV.
Westfield Center
Westfield, New Jersey
1. Lease Agreement dated November 30, 1993 between Westfield Meridian
Limited Partnership, a Maryland limited partnership (Westfield
Landlord) and MHC,with Guarantee by GHV.
2. Purchase Option Agreement dated November 30, 1993 between Westfield
Landlord and MHC.
E-14
3. Amendment No. 1 to Lease Agreement dated as of August 1, 1994 between
Westfield Landlord and MHC, with Affirmation of Guarantee by GHV.
4. Amendment No. 2 to Lease Agreement dated as of August 1, 1994 between
Westfield Landlord and MHC, with Affirmation of Guarantee by GHV.
5. Assignment of Lease Agreement dated September 3, 1998 between MHC and
ET Sub-Meridian Limited Partnership, L.L.P., a Virginia limited
liability partnership (ET Sub-Meridian).
6. Assignment of Option Agreement dated September 3, 1998 between MHC
and ET Sub-Meridian recorded in the Land Records of Queen Annes
County, Maryland on September 11, 1998 in Liber 635, folio 107.
7. Amendment No. 3 to Lease Agreement dated September 3, 1998 between
Westfield Landlord and ET Sub-Meridian.
8. First Amendment to Option Agreement dated September 3, 1998 between
Westfield Landlord and ET Sub-Meridian.
9. Sublease Agreement dated September 3, 1998 between ET Sub-Meridian,
as landlord, and MHC, as tenant.
10. Guaranty of Sublease dated September 3, 1998 from GHV to ET Sub-
Meridian.
11. Assumption of Lease dated January 31, 2001 between MHC, ET Sub-
Meridian and GHV.
EXHIBIT B-8
Form of Back-Up Tax Indemnity Agreement
EXHIBIT C-1
Assumed Loan Documents (by Property)
Pleasant View Loan Documents:
1. $3,900,000 Fixed Rate Note dated September 9, 1999 from ET Sub-
Pleasant View, L.L.C. (Pleasant View Borrower) to Morgan Guaranty
Trust Company of New York (Lender).
2. Mortgage with Statutory Power of Sale and Security Agreement dated
September 9, 1999 from Pleasant View Borrower to Lender.
3. Assignment of Lease and Rents dated September 9, 1999 from Pleasant
View Borrower to Lender.
4. Environmental Indemnity Agreement dated September 9, 1999 from
Pleasant View Borrower and ElderTrust Operating Limited
Partnership (ETOP) to Lender.
5. Clearing Account Agreement dated September 9, 1999 from Pleasant
View Borrower to Lender.
6. Agreement for Notification and Acknowledgment of Pledge of Accounts
dated September 9, 1999 among First Union National Bank, Pleasant
View Borrower to Lender.
7. Asbestos and Lead Based Paint Operations and Maintenance Agreements
dated September 9, 1999 from Pleasant View Borrower to Lender.
8. Escrow Agreement fro Reserves and Impounds dated September 9, 1999
from Pleasant View Borrower to Lender.
9. Guaranty dated September 9, 1999 from ETOP to Lender.
Riverview Ridge Loan Documents:
1. $2,723,598.77 Amended and Restated Promissory Note dated March 27,
1998 from ET Sub-Riverview Ridge Partnership, L.L.P. (Riverview
Ridge Borrower) to Chase Manhattan Bank, N.A. (Bank).
2. Open-End Mortgage, Assignment and Security Agreement dated October
18, 2995 from Susquehanna Holdings Company (Seller) to Nationsbanc
Mortgage Capital Corp. (Capital Corp.).
3. Consent and Assumption Agreement dated March 27, 1998 among Seller,
Riverview Ridge Borrower, AMRESCO Services, L.P and Genesis Health
Venture of Wilkes-Barre, Inc.
4. Loan Agreement dated October 19, 1995 between Seller and Capital
Corp.
All other documents and instruments to which the applicable ET Entity is
a party is bound that evidences or secures the loan, so long as such
documents do no have a material adverse affect on the obligations of
borrower under the loan documents.
E-24
EXHIBIT C-2
Balances of Assumed Loans and Amounts of Deposits
Outstanding Principal Deposits (escrows)
Property/Loan Balance as of June 30, 2003 as of June 30, 2003
Riverview Ridge $2,448,846.62 $176,964.59
(GHV funded)
Pleasant View $3,713,192.85 $11,499.15
(GHV funded)
$50,912.16
(ET funded)
MHC Holding Co. Notes: $11,271,897.67
E-25
EXHIBIT C-3
List of ET Lenders
Property Lender
Liberty Court Wachovia Bank, N.A.
Phillipsburg Wachovia Bank, N.A.
Willowbrook Wachovia Bank, N.A.
Berkshire Wachovia Bank, N.A.
Lehigh Wachovia Bank, N.A.
Sanatoga Wachovia Bank, N.A.
Heritage Woods Wachovia Bank, N.A.
Meridian 7 ORIX Capital Markets, LLC, as
sevicer for LaSalle National
Bank, trustee, and
Manufacturers Traders and
Trust Company, lender
Lopatcong ORIX Capital Markets, LLC, as
sevicer for Wells Fargo Bank
Minnesota, N.A., trustee
Pleasant View ORIX Capital Markets, LLC, as
sevicer for Wells Fargo Bank
Minnesota, N.A., trustee
Highgate Eaton Vance Management,
bondholder
Riverview Ridge Midland Mortgage, as sevicer
for The Chase Manhattan Bank,
N.A., trustee
E-26
EXHIBIT C-4
List of GHV Lenders
Wachovia Bank, N.A.
E-27
EXHIBIT D
Amendment to Lease Form
Exhibit D-(i) - Berkshire Commons
Exhibit D-(ii) - Lehigh Commons
Exhibit D-(iii) - Sanatoga Commons
Exhibit D-(iv) - Heritage Woods
Exhibit D-(v) - Highgate at Paoli Pointe
Exhibit D-(vi) - Lopatcong
E-28
EXHIBIT E
Allocation of Lump Sum Payments on Property Basis
resulting in Rent Reductions
Revised Monthly
Properties Lump Sum Payment Rent Payment
Heritage Woods $2,120,000.00 $ 40,060.00
Sanatoga $ 530,00.00 $ 18,944.00
E-29
EXHIBIT F
Allocation of $5,000,000 Consent Amount to Relevant Properties
Berkshire $ 323,609
Heritage Woods $ 405,699
Highgate $ 704,206
Lehigh $ 304,952
Lopatcong $ 801,221
Meridian 7 $ 1,021,372
Phillipsburg $ 222,863
Pleasant View $ 301,221
Riverview Ridge $ 334,803
Sanatoga $ 290,027
Willowbrook $ 290,027
E-30
EXHIBIT G
Description of Reorganization
E-31
EXHIBIT H
Form of Replacement Guaranty
E-32
LEASE GUARANTY AND SURETYSHIP AGREEMENT
THIS LEASE GUARANTY AND SURETYSHIP AGREEMENT (sometimes herein
referred to as the Guaranty), dated as of the ______ day of _________,
200__, by GENESIS HEALTHCARE CORPORATION, a Pennsylvania corporation,
having an address at 101 East State Street, Kennett Square, Pennsylvania
19348 (the Guarantor) in favor of ET LANDLORD TO BE INSERTED, having an
address at 2711 Centerville Road, Suite 108, Wilmington, Delaware 19808
(the Landlord).
WITNESSETH:
WHEREAS, GHV TENANT TO BE INSERTED (Tenant) and Landlord are
parties to that certain Amended and Restated Lease of even date herewith,
pursuant to which Tenant leases from Landlord the real property and
buildings and improvements known as ________________________________
_______________________(the Lease);
WHEREAS, the Tenant is a wholly owned subsidiary of Guarantor; and
WHEREAS, Landlord has required that the Guarantor guaranty and act
as surety for Tenants performance under the Lease in the manner
hereinafter set forth; and
WHEREAS, the Guarantor shall receive direct and indirect benefits
from the entry by the Landlord into the Lease with Tenant.
NOW, THEREFORE, Guarantor hereby agrees as follows:
1. The Guarantor unconditionally guarantees to the Landlord and
agrees to be surety for the full and punctual payment, performance and
observance by the Tenant, of all the terms, covenants and conditions in
the Lease contained on Tenants part to be kept, performed or observed.
This Guaranty shall include any liability of Tenant that shall accrue
under the Lease for any period preceding as well as any period following
the term in the Lease specified. Without limitation of the foregoing,
if at any time Tenant shall default in the payment, performance or
observance of any of the terms, covenants or conditions in the Lease
contained on the Tenants part to be kept, performed or observed, the
Guarantor will keep, perform and observe the same, as the case may be,
in place and stead of the Tenant.
2. The Guarantor hereby waives: (a) notice of acceptance of
this Guaranty; (b) presentment and demand for any payments due Landlord;
(c) protest and notice of dishonor or default to the Guarantor or to any
other person or party with respect to the terms of the Lease or any portion
thereof; (d) notice of Tenants nonpayment, nonperformance or nonobservance,
other than as expressly required under the Lease.
3. This is a guaranty of performance and payment and not of
collection, and the Guarantor waives any right to require that any action
be brought against the Tenant or to require that resort be had to any credit
on the books of the Landlord in favor of the Guarantor or any other person
or party.
E-33
4. Any act of the Landlord, or the successors or assigns of the
Landlord, consisting of a waiver of any of the terms or conditions of the
Lease, or the giving of any consent to any manner or thing relating to the
Lease, or the granting of any indulgences or extensions of time to the
Tenant, may be done without notice to the Guarantor and without releasing
the obligations of the Guarantor hereunder.
5. The obligations of the Guarantor hereunder shall not be released
by Landlords receipt, application or release of security given for the
performance and observance of covenants and conditions in the Lease
contained on Tenants part to be performed or observed; nor by any
modification of the Lease, but in case of any such modification, the
liability of the Guarantor shall be deemed modified in accordance with the
terms of any such modification of the Lease.
6. The obligations, covenants and agreements of Guarantor under
this Guaranty shall in no way be affected or impaired by reason of the
happening from time to time of any of the following, although without
notice to or the further consent of Guarantor:
(a) the waiver by Landlord of the performance or observance by Guarantor,
Tenant or any other party of any of the agreements, covenants or conditions
contained in the Lease or this Guaranty;
(b) the extension, in whole or in part, of the time for payment by
Guarantor or Tenant of any sums owing or payable under the Lease or this
Guaranty, or of any other sums or obligations under or arising out of or
on account of the Lease or this Guaranty, or the renewal of the Lease or
this Guaranty;
(c) any assignment of the Lease or subletting of the Premises or any
part thereof;
(d) the modification or amendment (whether material or otherwise) of
any of the obligations of Guarantor or Tenant under the Lease or this
Guaranty;
(e) the doing or the omission of any of the acts referred to in the
Lease or this Guaranty (including, without limitation, the giving of any
consent referred to therein);
(f) any failure, omission or delay on the part of Landlord to enforce,
assert or exercise any right, power or remedy conferred on or available
to Landlord in or by the Lease or this Guaranty, or any action on the
part of Landlord granting indulgence or extension in any form whatsoever;
(g) the voluntary or involuntary liquidation, dissolution, sale of all
or substantially all of the assets, marshaling of assets and liabilities,
receivership, conservatorship, insolvency, bankruptcy, assignment for the
benefit of creditors, reorganization, arrangement, composition or
readjustment of, or other similar proceeding affecting Tenant or Guarantor
or any of its assets; or
E-34
(h) the release of Guarantor or Tenant from the performance or observance
of any of the agreements, covenants, terms or conditions contained in the
Lease or this Guaranty by operation of law; or
(i) the release of any other guarantor of the Lease.
7. Until all the covenants and conditions in the Lease to be
performed and observed on the Tenants part are fully and indefeasibly
performed and observed, the Guarantor: (a) shall have no right of
subrogation against the Tenant by reason of any payments or acts of
performance by the Guarantor, in compliance with the obligations of the
Guarantor hereunder; (b) subordinates to the rights of Landlord any
right to enforce any remedy which the Guarantor now or hereafter shall
have against the Tenant by reason of any one or more payment or acts of
performance in compliance with the obligations of the Guarantor hereunder;
and (c) subordinates any liability or indebtedness of the Tenant now or
hereafter held by the Guarantor to the obligations of the Tenant to the
Landlord under the Lease.
8. This Guaranty shall apply to the Lease, any extension or
renewal thereof and to any holdover term following the term thereby granted.
9. The Guarantor represents and warrants to Landlord that, as of
the date hereof:
(a) It is a Pennsylvania corporation, duly constituted and validly
existing under the laws of such state, and has the power and authority to
own its assets and to conduct its business.
(b) It has full corporate power and authority to execute and deliver
this Guaranty and to perform its obligations hereunder.
(c) This Guaranty has been duly authorized, executed and delivered
by the Guarantor and constitutes the legal, valid and binding obligation of
the Guarantor enforceable against the Guarantor in accordance with its terms.
(d) The Tenant is a wholly owned subsidiary of Guarantor.
(e) All recent financial statements and other information
concerning the Guarantor delivered to the Landlord by or on behalf of the
Tenant or the Guarantor are true, correct and complete in all material
respects, fairly represent Guarantors financial condition as of the date
hereof and thereof, and no information has been omitted which would make
the information previously furnished misleading or incorrect in any
material respect.
(f) All consents, approvals, filings and registrations with or of
any court, governmental authority or regulatory body or any political
subdivision thereof required in connection with the execution, delivery
and performance by the Guarantor of the Guaranty have been obtained or
made; and the execution, delivery and performance by the Guarantor of
this Guaranty will not conflict with or result in a violation of any of
the terms or provisions of, or constitute a default under, any law or the
regulations thereunder, organizational documents of the Guarantor, or any
material agreement or material instrument to which the Guarantor is a party
or by which it is bound.
E-35
(g) The execution, delivery and performance of this Guaranty
constitutes private and commercial acts rather than public or governmental
acts.
10. Each notice and other communication under this Guaranty shall
be in writing. Each notice, communication or document to be delivered to
any party under this Guaranty shall be sent by hand delivery or facsimile
transmission (promptly confirmed by courier) to it at the address herein
contained, and marked for the attention of the person (if any), from time
to time designated by such party for the purpose of this Guaranty. The
initial address and person (if any) so designated by each party are set
out opposite such partys signature to this Guaranty. Any communication
or document shall be deemed to be received, if sent by facsimile
transmission, when the recipient confirms legible transmission thereof
or, if sent by hand delivery or by courier, when delivered at the address
specified by the addressee for purposes of this Guaranty.
11. Solely with respect to any suit, action or proceeding arising
out of or relating to this Guaranty (each, a Proceeding), the Guarantor
hereby irrevocably submits to the jurisdiction of any United States
federal or state court sitting in the Commonwealth of Pennsylvania.
The Guarantor hereby irrevocably waives, to the fullest extent permitted
by law, any objection which it may now or hereafter have to the laying of
the venue of any such Proceeding brought in such court and any claim that
any such Proceeding brought in such court has been brought in an
inconvenient forum. The Guarantor hereby agrees that a final, non-
appealable judgment in any such Proceeding brought in such court shall
be conclusive and binding upon it.
12. Each reference herein to the Landlord shall be deemed to
include its successors and assigns, in whose favor the provisions of this
Guaranty shall also inure. Each reference herein to the Guarantor shall
be deemed to include any permitted successors and assigns of the Guarantor
(including any successor entity resulting from a merger or consolidation),
in whose favor the provisions of this Guaranty shall also inure and all of
whom shall be bound by the provisions of this Guaranty. In connection
therewith, the Guarantor shall execute such reaffirmations of this Guaranty
as may be reasonably requested from time to time by the Landlord.
Notwithstanding the foregoing, it is hereby agreed that Guarantor shall
have no rights to transfer or assign this Guaranty by operation of law or
otherwise, without the express written consent of the Landlord, which
consent may be withheld by the Landlord in the Landlords sole discretion,
and any such transfer or assignment made without the Landlords consent
shall be null and void and shall be deemed a default hereunder.
13. No delay on the part of the Landlord in exercising any rights
hereunder or failure to exercise the same shall operate as a waiver of
such rights; no notice to or demand on the Guarantor shall be deemed to
be a waiver of the obligation of the Guarantor or of the right of the
Landlord to take further action without notice or demand as provided
herein; nor in any event shall any modification or waiver of the
provisions of this Guaranty be effective unless in writing nor shall
any such waiver be applicable except in the specific instance for which
given.
14. In the event of a default under any of the terms of the Lease,
Landlord shall have the right to proceed directly and immediately against
the Guarantor and such proceeding is not to be deemed an irrevocable
election of remedies.
E-36
15. This Guaranty is, and shall be deemed to be entered into,
under and pursuant to the laws of the Commonwealth of Pennsylvania and
shall be in all respects governed, construed, applied and enforced in
accordance with the laws of said Commonwealth; and no defense given or
allowed by the laws of any other state or country shall be interposed in
any action or proceeding hereon unless such defense is also given or
allowed by the laws of the Commonwealth of Pennsylvania.
16. Guarantor shall furnish to Landlord, within one hundred
twenty (120) days of the end of each fiscal year of Tenant during the
Term of the Lease, an audited consolidated balance sheet of Guarantor
as of the end of such fiscal year and an audited consolidated statement
of income and consolidated cash flow of Guarantor for such fiscal year,
setting forth in each case, in comparative form, the corresponding figures
for the preceding fiscal year, prepared in accordance with GAAP, and a
copy of its financial statements for such year certified by an appropriate
officer of Guarantor and audited by an independent certified public
accountant. Landlord may provide such financial statements to its
consultants, lenders and investors, but otherwise shall not provide the
financial statements to third parties without the prior consent of
Guarantor.
17. This instrument may not be changed, modified, discharged or
terminated orally or in any manner other than by an agreement in writing
signed by the Guarantor and the Landlord.
18. If any term or provision of this Guaranty or the application
thereof to any person or circumstances shall, to any extent, be invalid
or unenforceable, the remainder of this Guaranty, or the application of
such term or provision to persons or circumstances other than those to
which it is held invalid or unenforceable, shall not be affected thereby
and all other terms and provisions of this Guaranty shall be valid and
enforced to the fullest extent permitted by law.
19. THE GUARANTOR AND THE LANDLORD AGREE THAT ANY SUIT, ACTION
OR PROCEEDING, WHETHER CLAIM OR COUNTERCLAIM, BROUGHT BY THE LANDLORD
OR THE GUARANTOR ON OR WITH RESPECT TO THIS GUARANTY OR THE LEASE, SHALL
BE TRIED ONLY BY A COURT AND NOT BY A JURY. THE LANDLORD AND THE
GUARANTOR EACH HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE ANY
RIGHT TO A TRIAL BY JURY IN ANY SUCH SUIT, ACTION OR PROCEEDING.
[REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]
E-37
IN WITNESS WHEREOF, the Guarantor has hereunto executed and
delivered this Guaranty as of the day and year first above written.
Witness:
___________________________
GENESIS HEALTHCARE CORPORATION
By:_______________________________
Name:
Title:
E-38
EXHIBIT I
Purchase Price for Each of the Facilities
Properties Allocation
Liberty Court $10,277,602.00
Phillipsburg $ 3,390,410.00
Pleasant View $ 4,590,646.00
Riverview Ridge $ 5,075,541.00
Willowbrook $ 1,515,802.00
Meridian 7
Partnership Interests $18,000,000.00
E-39
EXHIBIT J-1
Description of Mifflin Property
Mifflin Court
450 E. Philadelphia Avenue
Shillington, PA
ALL THAT CERTAIN piece, parcel or tract of land, situated on the
Southwest side of Philadelphia Avenue, S. R. 724, located in Cumru
Township, Berks County, Pennsylvania, being known as Lot 2, as shown
on a Final Plan of Mifflin Healthcare Center, prepared by David
Miller/Associates, Incorporated Drawing No. 97-116.1, recorded in
Subdivision Plan Book Volume 225 page 18, said tract being more fully
bounded and described as follows:
BEGINNING at a point in the centerline of Philadelphia Avenue, thence
extending in and along the same, the two following courses and distances
(1) South twenty eight degrees thirty three minutes twenty five seconds
East a distance of three hundred sixty six and ninety hundredths feet to
a point and (2) on a line curving to the left, having a radius of nine
hundred fifty five and thirty seven hundredths feet an arc length of
three hundred thirty six and fifty seven hundredths feet, a chord bearing
of South thirty eight degrees thirty eight minutes fifty seven seconds
East and a chord distance of three hundred thirty four and eighty three
hundredths feet to a point, a corner of Lot 1 Purpart 1; thence
extending along the same, the four following courses and distances (1)
South forty five degrees eight minutes nine seconds West a distance of
One hundred thirty three and fifty seven hundredths feet to a point and
(2) on a line curving to the left having a radius of one hundred eighty
four and twenty eight hundredths feet, an arc length of one hundred sixty
two and ninety five hundredths feet a chord bearing of South nineteen
degrees forty eight minutes eighteen seconds West and a chord distance
of one hundred fifty seven and sixty nine hundredths feet to a point;
(3) South sixty five degrees forty eight minutes fifty eight seconds
West a distance of one hundred seventy and eighty eight hundredths feet
to a point; and (4) South thirty seven degrees forty six minutes eighteen
seconds West, a distance of two hundred three and eighteen hundredths feet
to a point in line of lands now or formerly of Borough of Shillington;
thence along the same, North sixty degrees forty minutes twenty one
seconds West, a distance of twenty and twenty two hundredths feet to an
iron pin, a corner of lands now or formerly of Donald K. and Barbara S.
Schlosser; thence extending along the same, and along the East right of
way line of a 15 feet wide alley, respectively, North three degrees twenty
one minutes fifty two seconds East a distance of one thousand forty eight
and eighty six hundredths feet to the place of beginning.
CONTAINING 4.91 acres.
E-40
EXHIBIT J-2
Description of Highgate Court Lease
1. Lease Agreement dated January 30, 1998 between ET-Sub Highgate,
L.P., a Pennsylvania limited partnership (Landlord) and Geriatric
and Medical Center, Inc., a New Jersey corporation (Tenant).
2. Guaranty of Lease Agreement dated January 31, 1998 from Genesis
Health Ventures, Inc. (GHV).
2. First Amendment to Lease Agreement dated March 4, 2000 between
Landlord and Tenant.
3. Second Amendment to Lease Agreement dated January 31, 2001 between
Landlord and Tenant.
4. Consent and Confirmation of Guarantor dated January 31, 2001 from
GHV.
5. Guaranty of Payment dated January 31, 2001 by and between Eldertrust
Operating Limited Partnership, a Delaware limited partnership and
Tenant.
6. Assumption of Lease dated January 31, 2001 between Landlord, Tenant
and GHV.
E-41
EXHIBIT K
Intentionally Omitted
E-42
EXHIBIT L-1
Form of Deed
E-43
DEED
THIS INDENTURE is made this day of _______________, 2003, BETWEEN
GHV ENTITY (hereinafter referred to as the Grantor), of the one part,
and ETOP ENTITY (hereinafter referred to as the Grantee), of the other
part.
WITNESSETH, That the said Grantor, for and in consideration of the
sum of _____________DOLLARS ($____________) lawful money of the United
States of America paid to it, the said Grantor, by the said Grantee, at
and before the sealing and delivery of these presents, the receipt whereof
is hereby acknowledged, has granted, bargained, sold, conveyed, released
and confirmed, and by these presents does grant, bargain, sell, convey,
release and confirm unto the said Grantee, its successors and assigns.
ALL THAT certain parcel of land with the buildings and improvement
thereon erected situate in the Township of Cumru, Berks County,
Pennsylvania, as more particularly described on Exhibit A attached
hereto and made a part hereof.
TOGETHER with all and singular the Buildings, Improvements, Streets,
Alleys, Passages, Ways, Waters, Water-Courses, Rights, Liberties,
Privileges, Hereditaments and Appurtenances whatsoever thereunto
belonging, or in any way appertaining, and the Reversions and Remainders,
Rents, Issues and Profits thereof; and all the estate, right, title,
interest, property, claim and demand whatsoever, of it, the said Grantor,
in law, equity, or otherwise, of, in, and to the same and every part
thereof.
TO HAVE AND TO HOLD the above described land together with all
buildings and improvements thereon and all Hereditaments and Premises
hereby granted, or mentioned and intended so to be, with the
Appurtenances, unto the said Grantee, and to its successors and assigns,
to and for the only proper use and behoof of the said Grantee, and its
successors and assigns, forever.
AND the said Grantor, for itself and its heirs, personal
representatives, successors and assigns, Does by these presents,
covenant, grant and agree to and with the said Grantee, its successors
and assigns, that it, the said Grantor and its successors and assigns,
all and singular the Hereditaments and Premises herein above described
and granted, or mentioned and intended so to be, with the Appurtenances,
unto the said Grantee, its successors and assigns, against it, the said
Grantor, its successors and assigns, and against all and every other
person or persons whomsoever lawfully claiming or to claim the same or
any part thereof, by, from, or under it, them, or any of them, shall and
will WARRANT AND FOREVER DEFEND.
E-44
IN WITNESS WHEREOF, Grantor has signed and delivered this Deed as a
sealed instrument as of the day and year first above written.
GHV ENTITY
By:__________________________
Name:_______________________
Title:________________________
COMMONWEALTH OF PENNSYLVANIA :
: SS.
COUNTY OF PHILADELPHIA :
On this, the _____ day of ____________________, 2003, before me,
the undersigned notary public, personally appeared __________________,
known or satisfactorily proven to me to be the person who signed the
foregoing instrument, who acknowledged himself to be the _______________
of GHV ENTITY, and who further acknowledged that he, being authorized
to do so, executed the foregoing instrument as the act and deed of the
trust by signing the name of the trust by himself as such officer, in
the capacity set forth herein.
In witness whereof, I hereunto set my hand and official seal.
____________________________________
Notary Public
My commission expires:
[affix seal and stamp]
E-45
EXHIBIT A
INSERT LEGAL DESCRIPTION
E-46
DEED
GHV ENTITY
Grantor
TO
ETOP ENTITY
Grantee
Record and return to:
The address of the within named Grantee is:
________________________________
On behalf of Grantee
E-47
EXHIBIT L-2
Form of Assignment of Lease
ASSIGNMENT OF LEASE
[NOTE: THERE WILL BE A SEPARATE ASSIGNMENT FOR EACH LEASEHOLD]
THIS ASSIGNMENT is made this ____ day of _______, 200 but
effective as of ______________, 200____, (the Effective Date) by
_____________________________ (Assignor), to __________________
_________________________________ (Assignee).
BACKGROUND
A. Assignor is currently the holder of the tenants interest under
the lease described on Schedule A hereto (the Lease).
B. The Lease covers the property known as ________________________
_________ and affects and includes, without limitation, the land more
fully described by metes and bound on Schedule B hereto.
C. Assignor desires to assign to Assignee its interests and
obligations under the Lease and Assignee desires to accept such
interests and assume such obligations.
NOW, THEREFORE, for good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, and intending to be
legally bound hereby, the parties hereto covenant and agree as follows:
1. Assignor hereby assigns, transfers and sets over and delivers to
Assignee all of Assignors right, title and interest, as tenant, in and to
the Lease, to have and to hold the same unto Assignee, its successors and
assigns.
2. Assignee, for itself and its successors and assigns, hereby
assumes the performance and observance of all of the burdens, terms,
covenants and obligations to be performed and/or observed by the tenant
under the Lease which arising from and after (but not prior to) the
Effective Date.
3. Notwithstanding anything in Paragraph 3 to the contrary, it is
understood and agreed that the assumption by Assignee of the tenants
obligations under the Lease arising from and after the Effective Date
shall not relieve Assignor in any manner or to any degree from the
tenants obligations to the Landlord arising under the Lease, whether
arising prior to or from and after the date of this Assignment, and
Assignor shall continue to remain liable for all such obligations prior
to and from and after the date of this Assignment.
4. This Assignment shall be binding upon and inure to the benefit
of the parties hereto and their respective successors and assigns.
E-48
IN WITNESS WHEREOF, the parties hereto have caused this Assignment
Agreement to be duly signed on the day and year first above written.
ASSIGNOR:
By:
Name:
Title:
ASSIGNEE:
By:
Name:
Title:
E-49
ACKNOWLEDGMENT
STATE OF____________________________:
COUNTY OF__________________________:
On this the__________________ day of_______________________, 2003,
before me,_______________________the undersigned notary public,
personally appeared________________________who acknowledged himself to
be a__________________________of___________________________, a_________
__________________________, being authorized to do so, executed the
foregoing instrument for the purposes therein contained by signing the
name of the____________________________by himself as such______________.
IN WITNESS WHEREOF, I have herein to set my hand and official seal
________________________________
Name:
[Notary Seal] Title: Notary Public
My Commission Expires:
E-50
ACKNOWLEDGMENT
STATE OF____________________________:
COUNTY OF__________________________:
On this the__________________ day of_______________________, 2003,
before me,_______________________the undersigned notary public,
personally appeared________________________who acknowledged himself to
be a__________________________of___________________________, a_________
__________________________, being authorized to do so, executed the
foregoing instrument for the purposes therein contained by signing the
name of the____________________________by himself as such______________.
IN WITNESS WHEREOF, I have herein to set my hand and official seal
________________________________
Name:
[Notary Seal] Title: Notary Public
My Commission Expires:
EXHIBIT M
Forms of Conveyance and Transfer Agreements
Exhibit M-(i) - Liberty Court
Exhibit M-(ii) - Phillipsburg
Exhibit M-(iii) - Pleasant View
Exhibit M-(iv) - Riverview Ridge
Exhibit M-(v) - Willowbrook
Exhibit M-(vi) - Meridian 7 Ownership Interests
E-51