among GENESIS HEALTHCARE CORPORATION as Borrower andGenesis Healthcare Corp • December 9th, 2003 • Services-skilled nursing care facilities
EXECUTION VERSION AMENDED AND RESTATED CREDIT, SECURITY, GUARANTY AND PLEDGE AGREEMENT DATED AS OF MARCH 2, 2005Genesis Healthcare Corp • May 10th, 2005 • Services-skilled nursing care facilities
FOURTH AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT AND CERTIFICATE OF LIMITED PARTNERSHIP o 4-13-89 at 10:08 amGenesis Healthcare Corp • April 5th, 2004 • Services-skilled nursing care facilities
8% SENIOR SUBORDINATED NOTES DUE 2013Genesis Healthcare Corp • November 6th, 2003 • Services-skilled nursing care facilities • New York
2.5% CONVERTIBLE SENIOR SUBORDINATED DEBENTURES DUE 2025Purchase Agreement • May 10th, 2005 • Genesis Healthcare Corp • Services-skilled nursing care facilities • New York
W I T N E S S E T HSupplemental Indenture • May 10th, 2005 • Genesis Healthcare Corp • Services-skilled nursing care facilities • New York
FORM OF GENESIS HEALTHCARE CORPORATION and [Name of Rights Agent]Rights Agreement • October 10th, 2003 • Genesis Healthcare Corp • Services-skilled nursing care facilities • Pennsylvania
WITNESSETH ----------Employment Agreement • February 4th, 2004 • Genesis Healthcare Corp • Services-skilled nursing care facilities • Pennsylvania
BACKGROUNDGenesis Healthcare Corp • April 5th, 2004 • Services-skilled nursing care facilities
BACKGROUNDMaster Agreement • May 14th, 2004 • Genesis Healthcare Corp • Services-skilled nursing care facilities
FILED DEC 1 1995 IN THE OFFICE OF SECRETARY OF STATE WEST VIRGINIA RESTATED CERTIFICATE OF LIMITED PARTNERSHIP ------------------------------------------- We, the undersigned, desiring to continue existence as a limited partnership pursuant to the...Genesis Healthcare Corp • April 5th, 2004 • Services-skilled nursing care facilities
INDENTUREIndenture • May 10th, 2005 • Genesis Healthcare Corp • Services-skilled nursing care facilities • New York
EXHIBIT 10.1 GENESIS HEALTHCARE CORPORATION 2003 STOCK INCENTIVE PLAN RESTRICTED STOCK AGREEMENT -------------------------- An Award of Restricted Stock is hereby awarded on ________________ (the "Award Date") by Genesis HealthCare Corporation (the...Restricted Stock Agreement • November 22nd, 2004 • Genesis Healthcare Corp • Services-skilled nursing care facilities • Pennsylvania
ARTICLE I ---------Genesis Healthcare Corp • April 5th, 2004 • Services-skilled nursing care facilities • Maryland
STATE DEPARTMENT OF ASSESSMENTS AND TAXATIONGenesis Healthcare Corp • April 5th, 2004 • Services-skilled nursing care facilities • Maryland
andRights Agreement • November 18th, 2003 • Genesis Healthcare Corp • Services-skilled nursing care facilities • Pennsylvania
LIMITED PARTNERSHIP AGREEMENT AND CERTIFICATE STATE DEPARTMENT OF ASSESSMENTS AND TAXATIONLimited Partnership Agreement • April 5th, 2004 • Genesis Healthcare Corp • Services-skilled nursing care facilities • Maryland
WITNESSETH ----------Employment Agreement • October 10th, 2003 • Genesis Healthcare Corp • Services-skilled nursing care facilities • Pennsylvania
EXHIBIT 10.3Registration Rights Agreement • May 10th, 2005 • Genesis Healthcare Corp • Services-skilled nursing care facilities • New York
Exhibit 10.8 EMPLOYMENT AGREEMENT This Employment Agreement (the "Agreement") is made as of this 25th day of November, 2003, by and between GENESIS HEALTHCARE CORPORATION, a Pennsylvania corporation (the "Company"), and GEORGE HAGER ("Executive") and...Employment Agreement • February 4th, 2004 • Genesis Healthcare Corp • Services-skilled nursing care facilities • Pennsylvania
THIRD AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT AND CERTIFICATE OF LIMITED PARTNERSHIPGenesis Healthcare Corp • April 5th, 2004 • Services-skilled nursing care facilities
LIMITED PARTNERSHIP AGREEMENT AND CERTIFICATEGenesis Healthcare Corp • April 5th, 2004 • Services-skilled nursing care facilities • Maryland
FORM OF GENESIS HEALTHCARE CORPORATION and STOCKTRANS, INC.Genesis Healthcare Corp • November 6th, 2003 • Services-skilled nursing care facilities • Pennsylvania
AGREEMENT OF INCORPORATION o I the undersigned agree to become a corporation by the name of o THE HOUSE OF CAMPBELL, INC. (1) o II. The principal Office or Place of Business of said Corporation will be located at (1) No 10o9 Murdoch Avenue in the city...Genesis Healthcare Corp • April 5th, 2004 • Services-skilled nursing care facilities
W I T N E S S E T HSupplemental Indenture • April 5th, 2004 • Genesis Healthcare Corp • Services-skilled nursing care facilities • New York
Exhibit 2.1 SEPARATION AND DISTRIBUTION AGREEMENT BY AND BETWEEN GENESIS HEALTH VENTURES, INC.,Separation and Distribution Agreement • November 6th, 2003 • Genesis Healthcare Corp • Services-skilled nursing care facilities • Pennsylvania
LIMITED PARTNERSHIP AGREEMENT AND CERTIFICATEGenesis Healthcare Corp • April 5th, 2004 • Services-skilled nursing care facilities • Maryland
Exhibit 10.2 AMENDMENT NO. 1 (this "Amendment"), dated as of June 25, 2004, to the Credit, Security, Guaranty and Pledge Agreement dated as of December 1, 2003 (as the same may be amended from time to time, the "Credit Agreement"), among (i) GENESIS...Genesis Healthcare Corp • August 11th, 2004 • Services-skilled nursing care facilities • New York
FORM OF EMPLOYEE BENEFITS AGREEMENTEmployee Benefits Agreement • December 9th, 2003 • Genesis Healthcare Corp • Services-skilled nursing care facilities • Delaware
Exhibit 99.1 FORM OF TAX SHARING AGREEMENT This TAX SHARING AGREEMENT (this "Agreement"), dated as of December 1, 2003, by and between Genesis Health Ventures, Inc., a Pennsylvania corporation (which is expected to be renamed "NeighborCare, Inc." in...Form of Tax Sharing Agreement • December 9th, 2003 • Genesis Healthcare Corp • Services-skilled nursing care facilities
Exhibit 10.15 VIA E-MAIL AND REGULAR MAIL --------------------------- Mr. Richard P. Blinn 67 Blossom Road Windham, NH 03087 As of July 15, 2003 Re: Employment Agreement Dear Dick: Reference is made to that certain letter agreement, dated July 15,...E-Mail And • November 6th, 2003 • Genesis Healthcare Corp • Services-skilled nursing care facilities
Exhibit 99.2 FORM OF TRANSITION SERVICES AGREEMENT, dated as of December 1, 2003 (this "Services Agreement"), among Genesis Health Ventures, Inc. (which is expected to be renamed "NeighborCare, Inc." in connection with the spin-off of its ElderCare...Form of Transition Services Agreement • December 9th, 2003 • Genesis Healthcare Corp • Services-skilled nursing care facilities • Pennsylvania
1 Secretary of StateGenesis Healthcare Corp • April 5th, 2004 • Services-skilled nursing care facilities
Exhibit 10.2 FORM OF TRANSITION SERVICES AGREEMENT, dated as of October __, 2003 (this "Services Agreement"), among Genesis Health Ventures, Inc. (which is expected to be renamed "NeighborCare, Inc." in connection with the spin-off of its ElderCare...Transition Services Agreement • October 10th, 2003 • Genesis Healthcare Corp • Services-skilled nursing care facilities • Pennsylvania
FORM OFEmployee Benefits Agreement • October 10th, 2003 • Genesis Healthcare Corp • Services-skilled nursing care facilities • Delaware
