EXHIBIT 1 VOTING AGREEMENT VOTING AGREEMENT, dated as of April 26, 1998 (this "Agreement"), among GENESIS HEALTH VENTURES, INC., a Pennsylvania corporation ("Purchaser"), MANOR CARE, INC., a Delaware corporation and MANORCARE HEALTH SERVICES, INC., a...Voting Agreement • May 6th, 1998 • Manor Care Inc/New • Services-skilled nursing care facilities • Delaware
MANOR CARE, INC. DEBT SECURITIES STANDARD UNDERWRITING AGREEMENT PROVISIONS Manor Care, Inc., a Delaware corporation (the "Company"), confirms its agreement with each of you (individually, an "Agent" and collectively, the "Agents") with respect to the...Underwriting Agreement • November 8th, 1996 • Manor Care Inc/New • Services-skilled nursing care facilities • New York
MANOR CARE, INC.Rights Agreement • June 16th, 1998 • Manor Care Inc/New • Services-skilled nursing care facilities • New York
EXHIBIT 1.1 U.S. $250,000,000 MANOR CARE, INC. MEDIUM-TERM NOTES, SERIES A DISTRIBUTION AGREEMENTDistribution Agreement • November 27th, 1996 • Manor Care Inc/New • Services-skilled nursing care facilities • New York
CONFORMED COPY AMENDMENT AGREEMENT dated as of September 6, 1996, among MANOR CARE, INC., a Delaware corporation (the "Company"), MANOR HEALTHCARE CORP., a Delaware Subsidiary, CHOICE HOTELS INTERNATIONAL, INC., a Delaware Subsidiary, QUALITY HOTELS...Amendment Agreement • November 5th, 1996 • Manor Care Inc/New • Services-skilled nursing care facilities • New York
andRights Agreement • March 12th, 1998 • Manor Care Inc/New • Services-skilled nursing care facilities • New York
EXHIBIT 10.16 EMPLOYMENT AGREEMENT AGREEMENT, made as of this 10th day of June, 1998, by and among MANOR CARE, INC., a Delaware corporation (the "Company"), HEALTH CARE AND RETIREMENT CORPORATION, a Delaware corporation ("HCR"), and JOSEPH R. BUCKLEY...Employment Agreement • August 17th, 1998 • Manor Care Inc/New • Services-skilled nursing care facilities
EXHIBIT 10.12 NONCOMPETITION AGREEMENT AGREEMENT, made as of this 10th day of June, 1998, by and among MANOR CARE, INC., a Delaware corporation ("Manor Care"), HEALTH CARE AND RETIREMENT CORPORATION, a Delaware corporation ("HCR"), and STEWART BAINUM,...Noncompetition Agreement • August 17th, 1998 • Manor Care Inc/New • Services-skilled nursing care facilities
EXHIBIT 10.17 EMPLOYMENT AGREEMENT -------------------- AGREEMENT, made as of this 27th day of October, 1997, by and between MANOR CARE, INC., a Delaware corporation (the "Company"), and JAMES H. REMPE (the "Employee"). W I T N E S S E T H...Employment Agreement • August 17th, 1998 • Manor Care Inc/New • Services-skilled nursing care facilities
and THE CHASE MANHATTAN BANK as Trustee INDENTUREManor Care Inc/New • November 27th, 1996 • Services-skilled nursing care facilities • New York
DISTRIBUTION AGREEMENTDistribution Agreement • November 5th, 1996 • Manor Care Inc/New • Services-skilled nursing care facilities • Delaware
EXHIBIT 10.15 EMPLOYMENT AGREEMENT AGREEMENT, made as of this 10th day of June, 1998, by and among MANOR CARE, INC., a Delaware corporation (the "Company"), HEALTH CARE AND RETIREMENT CORPORATION, a Delaware corporation ("HCR"), and LEIGH C. COMAS...Employment Agreement • August 17th, 1998 • Manor Care Inc/New • Services-skilled nursing care facilities
OFFICE LEASEOffice Lease • November 5th, 1996 • Manor Care Inc/New • Services-skilled nursing care facilities • Maryland
CONFORMED COPY AMENDED AND RESTATED COMPETITIVE ADVANCE AND MULTI-CURRENCY REVOLVING CREDIT FACILITY AGREEMENT dated as of November 30, 1994, as amended and restated as of September 6, 1996, among MANOR CARE, INC., a Delaware corporation (the...Borrowing Subsidiary Agreement • November 5th, 1996 • Manor Care Inc/New • Services-skilled nursing care facilities • New York
R E C I T A L SEmployee Benefits Administration Agreement • November 5th, 1996 • Manor Care Inc/New • Services-skilled nursing care facilities • Maryland
AMENDMENT TOEmployment Agreement • August 17th, 1998 • Manor Care Inc/New • Services-skilled nursing care facilities
PILOT SERVICES AGREEMENT This Agreement made and entered into this day of November 1, 1996 , by and between Choice Hotels Holdings, Inc. (to be named Choice Hotels International, Inc.), a corporation incorporated under the laws of the State of...Pilot Services Agreement • November 5th, 1996 • Manor Care Inc/New • Services-skilled nursing care facilities
EXHIBIT 10.13 RETENTION AGREEMENT AGREEMENT, made as of this 10th day of June, 1998 (the "Effective Date"), by and among MANOR CARE, INC., a Delaware corporation (the "Company"), HEALTH CARE AND RETIREMENT CORPORATION, a Delaware corporation ("HCR"),...Retention Agreement • August 17th, 1998 • Manor Care Inc/New • Services-skilled nursing care facilities
and CHASE MANHATTAN BANK as Trustee INDENTUREManor Care • November 8th, 1996 • Manor Care Inc/New • Services-skilled nursing care facilities • New York
AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER AMONG MANOR CARE, INC., HEALTH CARE AND RETIREMENT CORPORATION AND CATERA ACQUISITION CORP. DATED AS OF JUNE 10, 1998 ----------------------------------------------------------------- --------------- 1Agreement and Plan of Merger • August 17th, 1998 • Manor Care Inc/New • Services-skilled nursing care facilities • Delaware
