to the terms of the Indenture (collectively, the "NOTE GUARANTEES") by the subsidiaries of the Company specified on Schedule II hereto (collectively, the ----------- "GUARANTORS"). The net proceeds from the issuance of the Notes and the Preferred...Sailors Inc • September 29th, 1998 • Services-skilled nursing care facilities • New York
CONFORMED COPY PARTICIPATION AGREEMENTParticipation Agreement • September 29th, 1998 • Sailors Inc • Services-skilled nursing care facilities • New York
AGREEMENTS ----------Stock Option Agreement • September 29th, 1998 • Sailors Inc • Services-skilled nursing care facilities
LEASE between HHC 1998-1 TRUST, as Lessor, and HARBORSIDE OF DAYTON LIMITED PARTNERSHIP, as LesseeLease • October 27th, 1998 • Sailors Inc • Services-skilled nursing care facilities • New York
EXHIBIT 10.24 ACCOUNTS RECEIVABLE INTERCREDITOR AGREEMENT ----------------------- (LEASED FACILITIES) THIS AGREEMENT is made as of the 11th day of August, 1998, by and among (I) THE CHASE MANHATTAN BANK, as administrative agent (in such capacity, the...Lease Agreement • October 27th, 1998 • Sailors Inc • Services-skilled nursing care facilities • Massachusetts
EXHIBIT 3.2.7 HARBORSIDE HEALTHCARE LIMITED PARTNERSHIP AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP DATED AS OF MAY 28, 1987 AS AMENDED AND RESTATED AS OF JULY 1, 1995Sailors Inc • October 27th, 1998 • Services-skilled nursing care facilities • Massachusetts
CONFORMED COPY HHC 1998-1 TRUST CREDIT AGREEMENT dated as of August 11, 1998 $238,125,000 Credit Facility CHASE SECURITIES INC., as Arranger,Credit Agreement • September 29th, 1998 • Sailors Inc • Services-skilled nursing care facilities • New York
1. Position. From the Effective Date until the termination of Executive's -------- employment hereunder (the "Period of Employment"), Executive shall serve in the capacity indicated on Exhibit A, and shall have the normal duties and responsibilities...Employment Agreement • September 29th, 1998 • Sailors Inc • Services-skilled nursing care facilities • Massachusetts
AS ISSUER ANDSailors Inc • September 29th, 1998 • Services-skilled nursing care facilities • New York
EXHIBIT 10.28 SECOND AMENDMENT TO LOAN AGREEMENT, CONSENT TO MERGER AND CONFIRMATION OF GUARANTIES ------------------------------------------------- THIS AGREEMENT is made as of the 31st day of July, 1998, by and among BAY TREE NURSING CENTER CORP., a...Loan Agreement • October 27th, 1998 • Sailors Inc • Services-skilled nursing care facilities • Massachusetts
CONFORMED COPY HARBORSIDE HEALTHCARE CORPORATION CREDIT AGREEMENT dated as of August 11, 1998 ____________________________________Credit Agreement • September 29th, 1998 • Sailors Inc • Services-skilled nursing care facilities • New York
ARTICLE TWO ASSUMPTION OF OBLIGATIONS AND AGREEMENT TO GUARANTEE ----------------------------------------------------First Supplemental Indenture • September 29th, 1998 • Sailors Inc • Services-skilled nursing care facilities • New York
3.2 Performance Based Compensation. Executive shall also be entitled ------------------------------ to participate in an annual performance-based cash bonus program as set forth in Exhibit B. 4. Benefits. -------- During the Period of Employment,...Employment Agreement • September 29th, 1998 • Sailors Inc • Services-skilled nursing care facilities • Massachusetts
HH Acquisition Corp., a Delaware corporation (the "Issuer"), proposes ------ to issue and sell to Morgan Stanley & Co. Incorporated, Chase Securities Inc. and BT Alex. Brown Incorporated (collectively, the "Placement Agents"), upon the...Registration Rights Agreement • September 29th, 1998 • Sailors Inc • Services-skilled nursing care facilities • New York
Section 6.1. Continuation of Partnership..................................... 10 Section 6.2. Designation of Successor or Additional General Partners; Reconstitution of the Partnership............................... 11 Section 6.3. Interest of...Sailors Inc • October 27th, 1998 • Services-skilled nursing care facilities • Massachusetts
EXHIBIT 10.20 COLLATERAL AGREEMENTCollateral Agreement • September 29th, 1998 • Sailors Inc • Services-skilled nursing care facilities • New York
WHEREAS, the Company and HH Acquisition Corp., a Delaware Corporation ("MergerCo"), have entered into an Agreement and Plan of Merger, dated as of -------- April 15, 1998 (the "Merger Agreement") pursuant to which, upon the Effective ----------------...Call Agreement • September 29th, 1998 • Sailors Inc • Services-skilled nursing care facilities • New York
EXHIBIT 10.29 OMNIBUS AMENDMENT TO FACILITY LEASE AGREEMENTS, CONSENT TO MERGER AND CONFIRMATION OF GUARANTIES -------------------------- THIS AGREEMENT is made as of the 31st day of July, 1998 by and among HARBORSIDE NEW HAMPSHIRE LIMITED...Facility Lease Agreement • October 27th, 1998 • Sailors Inc • Services-skilled nursing care facilities • Massachusetts
EXHIBIT 10.27 AGREEMENT FOR MANAGEMENT ADVISORY, STRATEGIC PLANNING AND CONSULTING SERVICES THIS AGREEMENT is made effective as of the 11th day of August, 1998 (the "Effective Date"), by and between Investcorp International, Inc., a Delaware...Consulting Services • September 29th, 1998 • Sailors Inc • Services-skilled nursing care facilities • Delaware
EXHIBIT 10.18 MASTER RIGHTS AGREEMENTMaster Rights Agreement • October 27th, 1998 • Sailors Inc • Services-skilled nursing care facilities
EXHIBIT 10.26 FINANCING ADVISORY AGREEMENT This Agreement is made effective as of the 11th day of August, 1998, by and between Investcorp International Inc., a Delaware corporation ("III") and HH Acquisition Corp., a Delaware corporation ("HH")....Financing Advisory Agreement • September 29th, 1998 • Sailors Inc • Services-skilled nursing care facilities • New York
EXHIBIT 10.25 ACCOUNTS RECEIVABLE INTERCREDITOR AGREEMENT ----------------------- (MORTGAGED FACILITIES) THIS AGREEMENT is made as of the 11th day of August, 1998, by and among (I) THE CHASE MANHATTAN BANK, as administrative agent (in such capacity,...Accounts Receivable Intercreditor Agreement • October 27th, 1998 • Sailors Inc • Services-skilled nursing care facilities • Massachusetts
212) 351-4000 C 41441-00004 Harborside Healthcare Corporation and the Guarantors (as defined herein) 470 Atlantic Avenue Boston, MA 02210 Re: Exchange of 11% Senior Subordinated Discount Notes Due 2008 and 13 1/2% Exchangeable Preferred Stock...Sailors Inc • October 27th, 1998 • Services-skilled nursing care facilities
FIRST AMENDMENT TO AND RESTATEMENT OF AGREEMENT OF LIMITED PARTNERSHIP OF [ ] (NOW KNOWN AS [ ] LIMITED PARTNERSHIP) THIS FIRST AMENDMENT TO AND RESTATEMENT OF AGREEMENT OF LIMITED PARTNERSHIP of [ ] (the "Partnership") dated as of the 25th day of...Sailors Inc • October 27th, 1998 • Services-skilled nursing care facilities
THIRD AMENDMENT TOSailors Inc • October 27th, 1998 • Services-skilled nursing care facilities
] LIMITED PARTNERSHIP AGREEMENT OF LIMITED PARTNERSHIP THIS AGREEMENT OF LIMITED PARTNERSHIP dated as of the ____ day of April, 1996, by and among Harborside Health I Corporation as the General Partner; and Harborside Healthcare Limited Partnership as...Sailors Inc • October 27th, 1998 • Services-skilled nursing care facilities
