WITNESSETHLease Agreement • October 14th, 1997 • Retirement Care Associates Inc /Co/ • Services-skilled nursing care facilities
SUN HEALTHCARE GROUP, INC.Pledge Agreement • March 11th, 1998 • Retirement Care Associates Inc /Co/ • Services-skilled nursing care facilities • New York
1 EXHIBIT 2.1 AMENDMENT NO. 2 TO THE AGREEMENT AND PLAN OF MERGER AND REORGANIZATION THIS AMENDMENT NO. 2 (this "Amendment") to the AGREEMENT AND PLAN OF MERGER AND REORGANIZATION, dated as of February 17, 1997, as amended by Amendment No. 1 thereto...Agreement and Plan of Merger • August 29th, 1997 • Retirement Care Associates Inc /Co/ • Services-skilled nursing care facilities • Nevada
EXECUTION COPYAgreement and Plan of Merger • December 5th, 1997 • Retirement Care Associates Inc /Co/ • Services-skilled nursing care facilities • Colorado
1 EXHIBIT 10.16 EXECUTION COPY AMENDMENT NO. 1 TO SECURITY AGREEMENT Amendment No. 1 dated as of January 9, 1998 (this "Amendment"), to that certain Security Agreement dated July 10, 1997 (the "Security Agreement"), for the benefit of SUN HEALTHCARE...Security Agreement • March 11th, 1998 • Retirement Care Associates Inc /Co/ • Services-skilled nursing care facilities • New York
EXHIBIT 10.20 LOAN AND SECURITY AGREEMENTLoan and Security Agreement • March 11th, 1998 • Retirement Care Associates Inc /Co/ • Services-skilled nursing care facilities • Maryland
EXHIBIT 2.1 AGREEMENT AND PLAN OF MERGER AND REORGANIZATIONAgreement and Plan of Merger and Reorganization • February 27th, 1997 • Retirement Care Associates Inc /Co/ • Services-skilled nursing care facilities • Colorado
RECITALSSecurity Agreement • March 11th, 1998 • Retirement Care Associates Inc /Co/ • Services-skilled nursing care facilities • New York
1 EXHIBIT 10.47Security Agreement • March 11th, 1998 • Retirement Care Associates Inc /Co/ • Services-skilled nursing care facilities • New York
EXHIBIT 2.1 AMENDMENT NO. 4 TO THE AGREEMENT AND PLAN OF REORGANIZATION THIS AMENDMENT NO. 4 to the AGREEMENT AND PLAN OF MERGER AND REORGANIZATION, dated as of February 17, 1997, as amended by Amendment No. 1 thereto dated as of May 27, 1997,...Agreement and Plan of Merger • April 14th, 1998 • Retirement Care Associates Inc /Co/ • Services-skilled nursing care facilities • Colorado
EXHIBIT 10.45 SUBSIDIARY GUARANTY SUBSIDIARY GUARANTY (this "Subsidiary Guaranty") dated as of July 10, 1997 made by West Tennessee, Inc., Lake Forest Healthcare Center, Inc., Statesboro HealthCare, Inc., Lake Health Care Center, Inc., Roberta Health...Subsidiary Guaranty • March 11th, 1998 • Retirement Care Associates Inc /Co/ • Services-skilled nursing care facilities • New York
RECITALS WHEREAS, the Lender has agreed to make a loan to Retirement Care Associates, Inc., a Colorado corporation ("RCA") in the principal amount of $9,750,000.00 (the "Original Loan") pursuant to the terms and conditions of that certain Promissory...Pledge Agreement • March 11th, 1998 • Retirement Care Associates Inc /Co/ • Services-skilled nursing care facilities • New York
LEASE AGREEMENT This lease agreement made and entered into this 5 day of May, 1996, by and between PHEO MED LIMITED PARTNERSHIP a partnership organized under the laws of the State of Georgia, hereinafter referred to as LESSOR and LAKE FOREST HEALTH...Lease Agreement • October 15th, 1996 • Retirement Care Associates Inc /Co/ • Services-skilled nursing care facilities
RECITALS A. Sun Healthcare Group, Inc., a Delaware corporation ("SHG") (the parent company of Sun), RCA and Peach Acquisition Corporation ("PAC"), a Colorado corporation, have entered into an Agreement and Plan of Merger and Reorganization dated as of...Retirement Care Associates Inc /Co/ • March 11th, 1998 • Services-skilled nursing care facilities • New York
INTERCREDITOR AGREEMENTIntercreditor Agreement • March 11th, 1998 • Retirement Care Associates Inc /Co/ • Services-skilled nursing care facilities • New York
RECITALSSecurity Agreement • March 11th, 1998 • Retirement Care Associates Inc /Co/ • Services-skilled nursing care facilities • New York
1 EX-10.2 MANAGEMENT AND MARKETING AGREEMENT This agreement (the "Agreement") is made and entered into as of the 1st day of January 1996, by and between Winter Haven Homes, Inc. ("Owner"), which owns a retirement community known as Renaissance of...Management and Marketing Agreement • October 14th, 1997 • Retirement Care Associates Inc /Co/ • Services-skilled nursing care facilities • Georgia
1 EXHIBIT 10.40 SUBSIDIARY GUARANTY SUBSIDIARY GUARANTY (this "Subsidiary Guaranty") dated as of July 10, 1997 made by West Tennessee, Inc., Lake Forest Healthcare Center, Inc., Statesboro HealthCare, Inc., Lake Health Care Center, Inc., Roberta...Subsidiary Guaranty • March 11th, 1998 • Retirement Care Associates Inc /Co/ • Services-skilled nursing care facilities • New York
EXECUTION COPYStockholders Stock Option and Proxy Agreement • December 5th, 1997 • Retirement Care Associates Inc /Co/ • Services-skilled nursing care facilities
1 EXHIBIT 10.18 REVOLVING CREDIT NOTERetirement Care Associates Inc /Co/ • March 11th, 1998 • Services-skilled nursing care facilities
RECITALSPledge Agreement • March 11th, 1998 • Retirement Care Associates Inc /Co/ • Services-skilled nursing care facilities • New York
RECITALSSubsidiary Pledge Agreement • March 11th, 1998 • Retirement Care Associates Inc /Co/ • Services-skilled nursing care facilities • New York
RECITALSSubsidiary Security Agreement • March 11th, 1998 • Retirement Care Associates Inc /Co/ • Services-skilled nursing care facilities • New York
EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT is made and entered as of the 1st day of July, 1995, by and between CAPITOL CARE MANAGEMENT COMPANY, INC., a Georgia corporation, hereinafter sometimes referred to as "EMPLOYER" or "Corporation" and...Employment Agreement • October 15th, 1996 • Retirement Care Associates Inc /Co/ • Services-skilled nursing care facilities • Georgia
RECITALSPledge Agreement • March 11th, 1998 • Retirement Care Associates Inc /Co/ • Services-skilled nursing care facilities • New York
NURSING HOME MANAGEMENT AGREEMENT THIS MANAGEMENT AGREEMENT (the "Agreement") is made and entered into this 1st day of July 1995, by and between Gordon Jensen Health Care Association, Inc., (hereinafter called "Owner"), and Capitol Care Management...Nursing Home Management Agreement • October 15th, 1996 • Retirement Care Associates Inc /Co/ • Services-skilled nursing care facilities • Georgia
EX-10.3 NURSING HOME MANAGEMENT AGREEMENTNursing Home Management Agreement • October 14th, 1997 • Retirement Care Associates Inc /Co/ • Services-skilled nursing care facilities • Georgia
LEASE AGREEMENT This lease agreement made and entered into this 5 day of May, 1996, by and between PHEO MED LIMITED PARTNERSHIP a partnership organized under the laws of the State of Georgia, hereinafter referred to as LESSOR and LAKE FOREST HEALTH...Lease Agreement • October 15th, 1996 • Retirement Care Associates Inc /Co/ • Services-skilled nursing care facilities
