EX-10 3 ex10-1.txt EXHIBIT 10.1 EXHIBIT 10-1 AMENDMENT NO. 2 AND WAIVER (this "Amendment"), dated as of June 28, 2002, to the Credit, Security, Guaranty and Pledge Agreement dated as of October 2, 2001, among (i) GENESIS HEALTH VENTURES, INC., a Pennsylvania corporation (the "Borrower"); (ii) the Guarantors referred to therein; (iii) the Lenders referred to therein; (iv) GOLDMAN SACHS CREDIT PARTNERS L.P., as Co-Lead Arranger and Syndication Agent; (v) WACHOVIA BANK, NATIONAL ASSOCIATION (formerly known as First Union National Bank), as Administrative Agent and Collateral Agent; (vi) WACHOVIA SECURITIES, INC. (formerly known as First Union Securities, Inc.), as Co-Lead Arranger; (vii) GENERAL ELECTRIC CAPITAL CORPORATION, as Collateral Monitoring Agent and Co-Documentation Agent; and (viii) CITICORP USA, INC., as Co-Documentation Agent, as amended by Amendment No. 1, dated as of December 31, 2001 (as so amended by Amendment No. 1 and this Amendment and as hereafter amended, amended and restated, supplemented or otherwise modified, renewed or replaced from time to time, the "Credit Agreement"). INTRODUCTORY STATEMENT All capitalized terms not otherwise defined in this Amendment are as defined in the Credit Agreement. The Borrower and the Lenders have agreed to make certain changes to the provisions of the Credit Agreement. Accordingly, the parties hereto hereby agree as follows: SECTION 1. Waiver and Consent. In the event that the Borrower consummates the issuance of any High Yield Unsecured Debt and receives the Net Offering Proceeds thereof on or before March 31, 2003, and, so long as such High Yield Unsecured Debt is otherwise issued subject to and in accordance with the provisions of the Credit Agreement, the Requisite Lenders hereby consent to the use by the Borrower of the Net Offering Proceeds of such High Yield Unsecured Debt to repay outstanding principal and interest on the Rollover Notes and waive the provisions of Section 2.11(f) (i) and (ii) of the Credit Agreement to the extent the provisions thereof would otherwise require that such Net Offering Proceeds be applied to the Loans. SECTION 2. Amendments to Credit Agreement. As of the Effective Date (subject to the terms and conditions set forth in Section 3 hereof), the Credit Agreement is hereby amended as follows: (A) Section 5.14 of the Credit Agreement is hereby amended by deleting "June 30, 2002" from the first line thereof and replacing it with "September 30, 2002." (B) Section 6.1(l) of the Credit Agreement is hereby amended by deleting "$250,000,000" from the first line thereof and replacing it with "$300,000,000." SECTION 3. Conditions to Effectiveness. This Amendment shall be effective as of the date first written above, upon the satisfaction in full of the following conditions (the "Effective Date"): (A) the Administrative Agent shall have received counterparts of this Amendment which, when taken together, bear the signatures of all parties hereto; (B) the Administrative Agent shall have received such other documents as the Administrative Agent, the Collateral Agent or Morgan, Lewis & Bockius, LLP, counsel for the Administrative Agent, may reasonably request; and (C) all legal matters in connection with this Amendment shall be satisfactory to Morgan, Lewis & Bockius LLP, counsel for the Administrative Agent. SECTION 4. Representations and Warranties. The Borrower hereby represents and warrants that: (A) the representations and warranties by the Borrower contained in the Credit Agreement are true and correct in all material respects on and as of the date hereof as if such representations and warranties had been made on and as of the date hereof; and (B) the Borrower is in compliance with all the terms and provisions set forth in the Credit Agreement and, after giving effect hereto, no event or condition has occurred and is continuing which constitutes an Event of Default or which (with the passage of time, or the giving of notice, or both) would constitute an Event of Default. SECTION 5. Full Force and Effect. Except as expressly amended hereby, the Credit Agreement shall continue in full force and effect in accordance with the provisions thereof on the date hereof. As used in the Credit Agreement, the terms "Agreement", "this Agreement", "herein", "hereafter", "hereto", "hereof", and words of similar import, shall, unless the context otherwise requires, mean the Credit Agreement as amended by this Amendment. SECTION 6. APPLICABLE LAW. THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE TO CONFLICTS OF LAW PRINCIPLES. SECTION 7. Counterparts. This Amendment may be executed in counterparts, each of which shall constitute an original, but all of which when taken together shall constitute but one instrument. SECTION 8. Expenses. The Borrower agrees to pay all reasonable out-of-pocket expenses incurred by the Administrative Agent in connection with the preparation, execution and delivery of this Amendment, including, but not limited to, the reasonable fees and disbursements of Morgan, Lewis & Bockius LLP, counsel for the Administrative Agent. SECTION 9. Headings. The headings of this Amendment are for the purposes of reference only and shall not affect the construction of or be taken into consideration in interpreting this Amendment. [SIGNATURE PAGES TO FOLLOW] IN WITNESS WHEREOF, the undersigned have caused this Amendment No. 2 to be duly executed as of the date first written above. BORROWER: GENESIS HEALTH VENTURES, INC. By: ------------------------------- Name: Title: GUARANTORS: ACADEMY NURSING HOME, INC. ACCUMED, INC. ADS APPLE VALLEY, INC. ADS CONSULTING, INC. ADS DANVERS ALF, INC. ADS DARTMOUTH ALF, INC. ADS HINGHAM ALF, INC. ADS HINGHAM NURSING FACILITY, INC. ADS HOME HEALTH, INC. ADS MANAGEMENT, INC. ADS PALM CHELMSFORD, INC. ADS RECUPERATIVE CENTER, INC. ADS RESERVOIR WALTHAM, INC. ADS SENIOR HOUSING, INC. ADS VILLAGE MANOR, INC. ADS/MULTICARE, INC. ANR, INC. APPLEWOOD HEALTH RESOURCES, INC. ASCO HEALTHCARE OF NEW ENGLAND, INC. ASCO HEALTHCARE, INC. ASL, INC. AUTOMATED PROFESSIONAL ACCOUNTS, INC. BERKS NURSING HOMES, INC. BETHEL HEALTH RESOURCES, INC. BREYUT CONVALESCENT CENTER, INC. BRIGHTWOOD PROPERTY, INC. BRINTON MANOR, INC. BURLINGTON WOODS CONVALESCENT CENTER, INC. CARECARD, INC. CAREFLEET, INC. CENTURY CARE CONSTRUCTION, INC. CENTURY CARE MANAGEMENT, INC. CHATEAU VILLAGE HEALTH RESOURCES, INC. CHELTENHAM LTC MANAGEMENT, INC. CHG INVESTMENT CORP., INC CHNR-I, INC. COLONIAL HALL HEALTH RESOURCES, INC. COLONIAL HOUSE HEALTH RESOURCES, INC. COMPASS HEALTH SERVICES, INC. CONCORD COMPANION CARE, INC. CONCORD HEALTH GROUP, INC. CONCORD HEALTHCARE CORPORATION CONCORD HEALTHCARE SERVICES, INC. CONCORD HOME HEALTH, INC. CONCORD PHARMACY SERVICES, INC. CONCORD REHAB, INC. CONCORD SERVICE CORPORATION CRESTVIEW CONVALESCENT HOME, INC. CRESTVIEW NORTH, INC. CRYSTAL CITY NURSING CENTER, INC. CVNR, INC. DAWN VIEW MANOR, INC. DELCO APOTHECARY, INC. DELM NURSING, INC. DENTON HEALTHCARE CORPORATION DERBY NURSING CENTER CORPORATION DIANE MORGAN AND ASSOCIATES, INC. EASTERN MEDICAL SUPPLIES, INC. EASTERN REHAB SERVICES, INC. EIDOS, INC. ELDERCARE RESOURCES CORP. ELMWOOD HEALTH RESOURCES, INC. ENCARE OF MASSACHUSETTS, INC. ENCARE OF MENDHAM, INC. ENCARE OF PENNYPACK, INC. ENCARE OF QUAKERTOWN, INC. ENCARE OF WYNCOTE, INC. ENR, INC. GENESIS ELDERCARE ADULT DAY HEALTH SERVICES, INC. GENESIS ELDERCARE CENTERS I, INC. GENESIS ELDERCARE CENTERS II, INC. GENESIS ELDERCARE CENTERS III, INC. GENESIS ELDERCARE CORP. GENESIS ELDERCARE DIAGNOSTIC SERVICES, INC. GENESIS ELDERCARE HOME CARE SERVICES, INC. GENESIS ELDERCARE HOME HEALTH SERVICES - SOUTHERN, INC. GENESIS ELDERCARE HOSPITALITY SERVICES, INC. GENESIS ELDERCARE LIVING FACILITIES, INC. GENESIS ELDERCARE MANAGEMENT SERVICES, INC. GENESIS ELDERCARE NATIONAL CENTERS, INC. GENESIS ELDERCARE NETWORK SERVICES OF MASSACHUSETTS, INC. GENESIS ELDERCARE NETWORK SERVICES, INC. GENESIS ELDERCARE PARTNERSHIP CENTERS, INC. GENESIS ELDERCARE PHYSICIAN SERVICES, INC. GENESIS ELDERCARE PROPERTIES, INC. GENESIS ELDERCARE REHABILITATION MANAGEMENT SERVICES, INC. GENESIS ELDERCARE REHABILITATION SERVICES, INC. GENESIS ELDERCARE STAFFING SERVICES, INC. GENESIS ELDERCARE TRANSPORTATION SERVICES, INC. GENESIS HEALTH SERVICES CORPORATION GENESIS HEALTH VENTURES OF ARLINGTON, INC. GENESIS HEALTH VENTURES OF BLOOMFIELD, INC. GENESIS HEALTH VENTURES OF CLARKS SUMMIT, INC. GENESIS HEALTH VENTURES OF INDIANA, INC. GENESIS HEALTH VENTURES OF LANHAM, INC. GENESIS HEALTH VENTURES OF MASSACHUSETTS, INC. GENESIS HEALTH VENTURES OF NAUGATUCK, INC. GENESIS HEALTH VENTURES OF NEW GARDEN, INC. GENESIS HEALTH VENTURES OF POINT PLEASANT, INC. GENESIS HEALTH VENTURES OF SALISBURY, INC. GENESIS HEALTH VENTURES OF WAYNE, INC. GENESIS HEALTH VENTURES OF WEST VIRGINIA, INC. GENESIS HEALTH VENTURES OF WILKES-BARRE, INC. GENESIS HEALTH VENTURES OF WINDSOR, INC. GENESIS HEALTHCARE CENTERS HOLDINGS, INC. GENESIS HOLDINGS, INC. GENESIS IMMEDIATE MED CENTER, INC. GENESIS PROPERTIES OF DELAWARE CORPORATION GENESIS SELECTCARE CORP. GENESIS/VNA PARTNERSHIP HOLDING COMPANY, INC. GENESIS - CROZER PARTNERSHP HOLDING COMPANY, INC. GERIATRIC & MEDICAL COMPANIES, INC. GERIATRIC AND MEDICAL SERVICES, INC. GERIATRIC AND MEDICAL INVESTMENTS CORPORATION GERIMED CORP. GHV at SALISBURY CENTER, INC. GLENMARK ASSOCIATES - DAWN VIEW MANOR, INC. GLENMARK ASSOCIATES, INC. GLENMARK PROPERTIES, INC. GMA - BRIGHTWOOD, INC. GMA - CONSTRUCTION, INC. GMA - MADISON, INC. GMA - UNIONTOWN, INC. GMA PARTNERSHIP HOLDING COMPANY, INC. GMC LEASING CORPORATION GMC MEDICAL CONSULTING SERVICES, INC. GMC - LTC MANAGEMENT, INC. GMS INSURANCE SERVICES, INC. GMS MANAGEMENT, INC. GMS MANAGEMENT-TUCKER, INC. GOVERNOR'S HOUSE NURSING HOME, INC. H.O. SUBSIDIARY, INC. HEALTH CONCEPTS AND SERVICES, INC. HEALTH RESOURCES OF ACADEMY MANOR, INC. HEALTH RESOURCES OF ARCADIA, INC. HEALTH RESOURCES OF BOARDMAN, INC. HEALTH RESOURCES OF BRIDGETON, INC. HEALTH RESOURCES OF BROOKLYN, INC. HEALTH RESOURCES OF CEDAR GROVE, INC. HEALTH RESOURCES OF CINNAMINSON, INC. HEALTH RESOURCES OF COLCHESTER, INC. HEALTH RESOURCES OF COLUMBUS, INC. HEALTH RESOURCES OF CUMBERLAND, INC. HEALTH RESOURCES OF EATONTOWN, INC. HEALTH RESOURCES OF ENGLEWOOD, INC. HEALTH RESOURCES OF EWING, INC. HEALTH RESOURCES OF FARMINGTON, INC. HEALTH RESOURCES OF GARDNER, INC. HEALTH RESOURCES OF GLASTONBURY, INC. HEALTH RESOURCES OF GROTON, INC. HEALTH RESOURCES OF JACKSON, INC. HEALTH RESOURCES OF KARAMENTA AND MADISON, INC. HEALTH RESOURCES OF LAKEVIEW, INC. HEALTH RESOURCES OF LEMONT, INC. HEALTH RESOURCES OF LYNN, INC. HEALTH RESOURCES OF MARCELLA, INC. HEALTH RESOURCES OF MIDDLETOWN (RI), INC. HEALTH RESOURCES OF MONTCLAIR, INC. HEALTH RESOURCES OF MORRISTOWN, INC. HEALTH RESOURCES OF NORFOLK, INC. HEALTH RESOURCES OF NORTH ANDOVER, INC. HEALTH RESOURCES OF NORWALK, INC. HEALTH RESOURCES OF PENNINGTON, INC. HEALTH RESOURCES OF RIDGEWOOD, INC. HEALTH RESOURCES OF ROCKVILLE, INC. HEALTH RESOURCES OF SOLOMONT/ BROOKLINE, INC. HEALTH RESOURCES OF SOUTH BRUNSWICK, INC. HEALTH RESOURCES OF TROY HILLS, INC. HEALTH RESOURCES OF VOORHEES, INC. HEALTH RESOURCES OF WALLINGFORD, INC. HEALTH RESOURCES OF WARWICK, INC. HEALTH RESOURCES OF WESTWOOD, INC. HEALTHCARE REHAB SYSTEMS, INC. HEALTHCARE RESOURCES CORP. HEALTHOBJECTS CORPORATION HELSTAT, INC. HILLTOP HEALTH CARE CENTER, INC. HMNH REALTY, INC. HNCA, INC. HORIZON ASSOCIATES, INC. HORIZON MEDICAL EQUIPMENT AND SUPPLY, INC. HORIZON MOBILE, INC. HORIZON REHABILITATION, INC. HR OF CHARLESTON, INC. HRWV HUNTINGTON, INC. INNOVATIVE HEALTH CARE MARKETING, INC. INNOVATIVE PHARMACY SERVICES, INC. INSTITUTIONAL HEALTH CARE SERVICES, INC. KEYSTONE NURSING HOME, INC. KNOLLWOOD MANOR, INC. KNOLLWOOD NURSING HOME, INC. LAKE MANOR, INC. LAKEWOOD HEALTH RESOURCES, INC. LAUREL HEALTH RESOURCES, INC. LEHIGH NURSING HOMES, INC. LIFE SUPPORT MEDICAL EQUIPMENT, INC. LIFE SUPPORT MEDICAL, INC. LINCOLN NURSING HOME, INC. LRC HOLDING COMPANY LWNR, INC. MABRI CONVALESCENT CENTER, INC. MADISON AVENUE ASSISTED LIVING, INC. MANOR MANAGEMENT CORPORATION OF GEORGIAN MANOR, INC. MARLINTON PARTNERSHIP HOLDING COMPANY, INC. MARLINTON ASSOCIATES, INC. MARSHFIELD HEALTH RESOURCES, INC. MCKERLEY HEALTH CARE CENTER - CONCORD INC. MCKERLEY HEALTH CARE CENTERS, INC. MEDICAL SERVICES GROUP, INC. MERIDIAN HEALTH, INC. MERIDIAN HEALTHCARE INVESTMENTS, INC. MERIDIAN HEALTHCARE, INC. METRO PHARMACEUTICALS, INC. MHNR, INC. MNR, INC. MONTGOMERY NURSING HOMES, INC. MULTICARE ACQUISITION CORP. MULTICARE AMC, INC. MULTICARE HOME HEALTH OF ILLINOIS, INC. MULTICARE MEMBER HOLDING CORP. MULTICARE PAYROLL CORP. NATIONAL PHARMACY SERVICE, INC. NEIGHBORCARE OF INDIANA, INC. NEIGHBORCARE INFUSION SERVICES, INC. NEIGHBORCARE OF NORTHERN CALIFORNIA, INC. NEIGHBORCARE OF OKLAHOMA, INC. NEIGHBORCARE OF VIRGINIA, INC. NEIGHBORCARE OF WISCONSIN, INC. NEIGHBORCARE PHARMACY SERVICES, INC. NEIGHBORCARE PHARMACIES, INC. NEIGHBORCARE-MEDISCO, INC. NEIGHBORCARE-ORCA, INC. NEIGHBORCARE-TCI, INC. NETWORK AMBULANCE SERVICES, INC. NORTH MADISON, INC. NORTHWESTERN MANAGEMENT SERVICES, INC. NURSING AND RETIREMENT CENTER OF THE ANDOVERS, INC. PHARMACY EQUITIES, INC. PHC OPERATING CORP. PHILADELPHIA AVENUE CORPORATION POCAHONTAS CONTINUOUS CARE CENTER, INC. POMPTON CARE, INC. PRESCOTT NURSING HOME, INC. PROFESSIONAL PHARMACY SERVICES, INC. PROGRESSIVE REHABILITATION CENTERS, INC. PROSPECT PARK LTC MANAGEMENT, INC. PROVIDENCE FUNDING CORPORATION PROVIDENCE HEALTH CARE, INC. PROVIDENCE MEDICAL, INC. QUAKERTOWN MANOR CONVALESCENT AND REHABILITATION, INC. REST HAVEN NURSING HOME, INC. RIDGELAND HEALTH RESOURCES, INC. RIVER PINES HEALTH RESOURCES, INC. RIVERSHORES HEALTH RESOURCES, INC. RLNR, INC. ROEPHEL CONVALESCENT CENTER, INC. ROSE HEALTHCARE, INC. ROSE VIEW MANOR, INC. ROXBOROUGH NURSING HOME, INC. RSNR, INC. RVNR, INC. S.T.B. INVESTORS, LTD SCHUYLKILL NURSING HOMES, INC. SCHUYLKILL PARTNERSHIP ACQUISITION CORP. SCOTCHWOOD INSTITUTIONAL SERVICES, INC. SCOTCHWOOD MASSACHUSETTS HOLDING CO., INC. SENIOR LIVING VENTURES, INC. SENIOR SOURCE, INC. SNOW VALLEY HEALTH RESOURCES, INC. SOLOMONT FAMILY MEDFORD VENTURE, INC. STAFFORD CONVALESCENT CENTER, INC. STATE STREET ASSOCIATES, INC. SUBURBAN MEDICAL SERVICES, INC. SVNR, INC. THE ADS GROUP, INC. THE APPLE VALLEY PARTNERSHIP HOLDING COMPANY, INC. THE ASSISTED LIVING ASSOCIATES OF BERKSHIRE, INC. THE ASSISTED LIVING ASSOCIATES OF LEHIGH, INC. THE ASSISTED LIVING ASSOCIATES OF SANATOGA, INC. THE ASSISTED LIVING ASSOCIATES OF WALL, INC. THE HOUSE OF CAMPBELL, INC. THE MULTICARE COMPANIES, INC. THERAPY CARE, INC. THE TIDEWATER HEALTHCARE SHARED SERVICES GROUP, INC. TMC ACQUISITION CORP. TRANSPORT SERVICES, INC. TRI STATE MOBILE MEDICAL SERVICES, INC. UNITED HEALTH CARE SERVICES, INC. VALLEY MEDICAL SERVICES, INC. VALLEY TRANSPORT AMBULANCE SERVICE, INC. VERSALINK, INC. VILLAS REALTY & INVESTMENTS, INC. WALNUT LTC MANAGEMENT, INC. WAYSIDE NURSING HOME, INC. WEISENFLUH AMBULANCE SERVICE, INC. WEST PHILA. LTC MANAGEMENT, INC. WESTFORD NURSING AND RETIREMENT CENTER, INC. WILLOW MANOR NURSING HOME, INC. WYNCOTE HEALTHCARE CORP. YORK LTC MANAGEMENT, INC. By: ------------------------------- Name: On behalf of each of the foregoing entities as an Authorized Signatory of such entities ADS APPLE VALLEY LIMITED PARTNERSHIP, by ADS Apple Valley, Inc., its General Partner ADS DARTMOUTH GENERAL PARTNERSHIP, by ADS Senior Housing, Inc. and ADS Dartmouth ALF, Inc., its General Partners ADS HINGHAM LIMITED PARTNERSHIP, by ADS Hingham Nursing Facility, Inc., its General Partner ADS RECUPERATIVE CENTER LIMITED PARTNERSHIP, by ADS Recuperative Center, Inc., its General Partner ARCADIA ASSOCIATES, by ADS/Multicare, Inc. and Health Resources of Arcadia, Inc., its General Partners ASCO HEALTHCARE OF NEW ENGLAND, LIMITED PARTNERSHIP, by ASCO Healthcare of New England, Inc., its General Partner BREVARD MERIDIAN LIMITED PARTNERSHIP, by Meridian Healthcare, Inc., its General Partner CARE HAVEN ASSOCIATES LIMITED PARTNERSHIP, by Glenmark Associates, Inc. and GMA Partnership Holding Company, Inc., its General Partners CARE4, L.P., by Institutional Health Care Services, Inc., its General Partner CATONSVILLE MERIDIAN LIMITED PARTNERSHIP, by Meridian Health, Inc. and Meridian Healthcare, Inc., its General Partners CUMBERLAND ASSOCIATES OF RHODE ISLAND, L.P., by Health Resources of Cumberland, Inc., its General Partner EASTON MERIDIAN LIMITED PARTNERSHIP, by Meridian Health, Inc. and Meridian Healthcare, Inc., its General Partners EDELLA STREET ASSOCIATES, by Genesis Health Ventures of Clarks Summit, Inc., its General Partner GENESIS ELDERCARE CENTERS I, L.P., by Genesis Eldercare Partnership Centers, Inc., its General Partner GENESIS ELDERCARE CENTERS II, L.P., by Genesis Eldercare Partnership Centers, Inc., its General Partner GENESIS ELDERCARE CENTERS III, L.P., by Genesis Eldercare Partnership Centers, Inc., its General Partner GENESIS HEALTH VENTURES OF WEST VIRGINIA, LIMITED PARTNERSHIP, by Genesis Eldercare Network Services, Inc. and Genesis Eldercare Rehabilitation Services, Inc., its General Partners GENESIS PROPERTIES LIMITED PARTNERSHIP, by Genesis Health Ventures of Arlington, Inc., its General Partner GENESIS PROPERTIES OF DELAWARE LTD. PARTNERSHIP, L.P., by Genesis Properties of Delaware Corporation, its General Partner GLENMARK PROPERTIES I, LIMITED PARTNERSHIP, by Glenmark Associates, Inc. and GMA Partnership Holding Company, Inc., its General Partners GREENSPRING MERIDIAN LIMITED PARTNERSHIP, by Meridian Healthcare, Inc., its General Partner GROTON ASSOCIATES OF CONNECTICUT, L.P., by Health Resources of Groton, Inc., its General Partner HALLMARK HEALTHCARE LIMITED PARTNERSHIP, by Pharmacy Equities, Inc., its General Partner HAMMONDS LANE MERIDIAN LIMITED PARTNERSHIP, by Meridian Healthcare, Inc. and Meridian Health, Inc., its General Partners HOLLY MANOR ASSOCIATES OF NEW JERSEY, L.P., by Encare of Mendham, L.L.C., its General Partner LAKE WASHINGTON, LTD., by Lake Manor, its General Partner MCKERLEY HEALTH FACILITIES, by Meridian Health, Inc., and Meridian Healthcare, Inc., its General Partners MERCERVILLE ASSOCIATES OF NEW JERSEY, L.P., by Breyut Convalescent Center, L.L.C., its General Partner MERIDIAN EDGEWOOD LIMITED PARTNERSHIP, by Meridian Healthcare, Inc., its General Partner MERIDIAN PERRING LIMITED PARTNERSHIP, by Meridian Healthcare, Inc., its General Partner MERIDIAN VALLEY LIMITED PARTNERSHIP, by Meridian Healthcare, Inc., its General Partner MERIDIAN VALLEY VIEW LIMITED PARTNERSHIP, by Meridian Healthcare, Inc., its General Partner MERIDIAN/CONSTELLATION LIMITED PARTNERSHIP, by Meridian Healthcare, Inc. and Meridian Health Inc., its General Partners MIDDLETOWN (RI) ASSOCIATES OF RHODE ISLAND, L.P., by Health Resources of Middletown (R.I.), Inc., its General Partner MILLVILLE MERIDIAN LIMITED PARTNERSHIP, by Meridian Healthcare, Inc., its General Partner NORRISTOWN NURSING AND REHABILITATION CENTER ASSOCIATES, L.P., by GMC-LTC Management, Inc., its General Partner PHILADELPHIA AVENUE ASSOCIATES, by Philadelphia Avenue Corporation, its General Partner POINT PLEASANT HAVEN LIMITED PARTNERSHIP, by Glenmark Associates, Inc., its General Partner POMPTON ASSOCIATES L.P., by Pompton Care L.L.C., its General Partner RALEIGH MANOR LIMITED PARTNERSHIP, by Glenmark Associates, Inc., its General Partner RIVER STREET ASSOCIATES, by Genesis Health Ventures of Wilkes-Barre, Inc., its General Partner ROMNEY HEALTH CARE CENTER LTD., LIMITED PARTNERSHIP, by Glenmark Associates, Inc., its General Partner SEMINOLE MERIDIAN LIMITED PARTNERSHIP, by Meridian Health, Inc., its General Partner SISTERVILLE HAVEN LIMITED PARTNERSHIP, by Glenmark Associates, Inc., its General Partner STATE STREET ASSOCIATES, L.P., by State Street Associates, Inc., its General Partner TEAYS VALLEY HAVEN LIMITED PARTNERSHIP, by Glenmark Associates, Inc., its General Partner THE STRAUSS GROUP - HOPKINS HOUSE, L.P., by Encare of Wyncote, Inc., its General Partner THE STRAUS GROUP - OLD BRIDGE, L.P., by Health Resources of Emery, L.L.C., its General Partner THE STRAUS GROUP - QUAKERTOWN MANOR, L.P., by Encare of Quakertown, Inc., its General Partner THE STRAUS GROUP - RIDGEWOOD, L.P., by Health Resources of Ridgewood, L.L.C., its General Partner WALLINGFORD ASSOCIATES OF CONNECTICUT, L.P., by Health Resources of Wallingford, Inc., its General Partner THERAPY CARE SYSTEMS, L.P., Genesis ElderCare Rehabilition Services, Inc., its General Partner VOLUSIA MERIDIAN LIMITED PARTNERSHIP, by Meridian Health, Inc., its General Partner WARWICK ASSOCIATES OF RHODE ISLAND, L.P., by Health Resources of Warwick, Inc., its General Partner By: ------------------------------- Name: On behalf of each of the foregoing entities as an Authorized Signatory of each respective authorized General Partner AUTOMATED HOMECARE SYSTEMS, LLC, by Health Objects Corporation, its authorized Member BREYUT CONVALESCENT CENTER, L.L.C., by The Multicare Companies, Inc. and Stafford Convalescent Center, Inc., its authorized Members ENCARE OF MENDHAM, L.L.C., by The Multicare Companies, Inc. and Stafford Convalescent Center, Inc., its authorized Members GENESIS ELDERCARE EMPLOYMENT SERVICES, LLC, by Genesis ElderCare Management Services, Inc., its authorized Member GENESIS-GEORGETOWN SNF/JV, L.L.C., by Genesis Health Ventures, Inc., its authorized Member GLENMARK LIMITED LIABILITY COMPANY I, by Glenmark Associates, Inc. and Horizon Associates, Inc., its authorized Members HEALTH RESOURCES OF BRIDGETON, L.L.C., by The Multicare Companies, Inc. and Stafford Convalescent Center, Inc., its authorized Members HEALTH RESOURCES OF CINNAMINSON, L.L.C., by The Multicare Companies, Inc. and Stafford Convalescent Center, Inc., its authorized Members HEALTH RESOURCES OF CRANBURY, L.L.C., by The Multicare Companies, Inc. and Stafford Convalescent Center, Inc., its authorized Members HEALTH RESOURCES OF EMERY, L.L.C., by The Multicare Companies, Inc. and Stafford Convalescent Center, Inc., its authorized Members HEALTH RESOURCES OF ENGLEWOOD, L.L.C., by The Multicare Companies, Inc. and Stafford Convalescent Center, Inc., its authorized Members HEALTH RESOURCES OF EWING, L.L.C., by The Multicare Companies, Inc. and Stafford Convalescent Center, Inc., its authorized Members HEALTH RESOURCES OF FAIRLAWN, L.L.C., by The Multicare Companies, Inc. and Stafford Convalescent Center, Inc., its authorized Members HEALTH RESOURCES OF JACKSON, L.L.C., by The Multicare Companies, Inc. and Stafford Convalescent Center, Inc., its authorized Members HEALTH RESOURCES OF LAKEVIEW, L.L.C., by The Multicare Companies, Inc. and Stafford Convalescent Center, Inc., its authorized Members HEALTH RESOURCES OF RIDGEWOOD, L.L.C., by The Multicare Companies, Inc. and Stafford Convalescent Center, Inc., its authorized Members HEALTH RESOURCES OF WEST ORANGE, L.L.C., by The Multicare Companies, Inc. and Stafford Convalescent Center, Inc., its authorized Members MAIN STREET PHARMACY, L.L.C., by Professional Pharmacy Services, Inc. and NeighborCare Pharmacies, Inc., its authorized Members POMPTON CARE L.L.C., by The Multicare Companies, Inc. and Stafford Convalescent Center, Inc., its authorized Members RESPIRATORY HEALTH SERVICES, L.L.C., by Genesis Health Ventures, Inc, its authorized Member ROEPHEL CONVALESCENT CENTER, L.L.C., by The Multicare Companies, Inc. and Stafford Convalescent Center, Inc., its authorized Members TOTAL REHABILITATION CENTER, L.L.C., by The Multicare Companies, Inc. and Stafford Convalescent Center, Inc., its authorized Members By: ------------------------------- Name: On behalf of each of the foregoing entities as an Authorized Signatory of each respective authorized Member AGENTS AND ARRANGERS: WACHOVIA BANK, NATIONAL ASSOCIATION (formerly known as First Union National Bank), as Administrative Agent, Collateral Agent and Lender By: ------------------------------- Name: Title: WACHOVIA SECURITIES, INC. (formerly known as First Union Securities, Inc.), as Co-Lead Arranger By: ------------------------------- Name: Title: GOLDMAN SACHS CREDIT PARTNERS L.P., as Co-Lead Arranger, Syndication Agent and Lender By: ------------------------------- Name: Title: GENERAL ELECTRIC CAPITAL CORPORATION, as Collateral Monitoring Agent, Co-Documentation Agent and Lender By: ------------------------------- Name: Its Duly Authorized Signatory CITICORP USA, INC., as Co-Documentation Agent and Lender By: ------------------------------- Name: Its Duly Authorized Signatory , as Lender ------------------------ By: ------------------------------- Name: Title: