GENESIS HEALTHCARE CORPORATION, THE SUBSIDIARY GUARANTORS SIGNATORY HERETO AND THE BANK OF NEW YORK as Trustee SECOND SUPPLEMENTAL INDENTURE Dated as ofJune 20, 2007 to Indenture Dated as ofMarch 2, 2005 2.5%Convertible Senior Subordinated Debentures due 2025
Exhibit 4.2
EXECUTION VERSION
GENESIS HEALTHCARE CORPORATION,
THE SUBSIDIARY GUARANTORS SIGNATORY HERETO
AND
THE BANK OF NEW YORK
as Trustee
SECOND SUPPLEMENTAL INDENTURE
Dated as of June 20, 2007
to
Indenture
Dated as of March 2, 2005
2.5% Convertible Senior Subordinated Debentures due 2025
THIS SECOND SUPPLEMENTAL INDENTURE, dated as of June 20, 2007 (this “Supplemental Indenture”), is by and among Genesis HealthCare Corporation, a Pennsylvania corporation (the “Issuer”), the Subsidiary Guarantors signatory hereto, and The Bank of New York, as trustee (the “Trustee”).
WHEREAS, the Issuer and the Trustee have entered into that certain Indenture dated as of March 2, 2005, as supplemented by the supplemental indenture, dated as of February 27, 2007 (as supplemented and amended to date, the “Indenture”), providing for the issuance of 2.5% Convertible Senior Subordinated Debentures due 2025 (the “Notes”);
WHEREAS, the Issuer originally issued $180 million aggregate principal amount of the Notes;
WHEREAS, Section 12.02 of the Indenture provides that the Indenture may be amended with the consent of the Holders of at least a majority in principal amount of the Notes then outstanding (including consents obtained in connection with a tender offer or exchange for Notes) subject to certain exceptions, including the requirement that certain amendments to Article 4 require such consents from the Holders of at least 75% in principal amount of the Notes then outstanding;
WHEREAS, the Issuer desires and has requested the Trustee to join with it in entering into this Supplemental Indenture for the purpose of amending the Indenture in certain respects as permitted by Section 12.02 of the Indenture;
WHEREAS, the execution and delivery of this Supplemental Indenture has been authorized by the Board of Directors or similar governing body of the Issuer and of each Subsidiary Guarantor; and
WHEREAS, (1) the Issuer has received the consent of the Holders of at least the requisite percentage in principal amount of the outstanding Notes and has satisfied all other conditions precedent, if any, provided under the Indenture to enable the Issuer, the Subsidiary Guarantors and the Trustee to enter into this Supplemental Indenture, all as certified by an Officers’ Certificate, delivered to the Trustee simultaneously with the execution and delivery of this Supplemental Indenture as contemplated by Section 12.05 of the Indenture, and (2) the Issuer has delivered to the Trustee simultaneously with the execution and delivery of this Supplemental Indenture an Opinion of Counsel relating to this Supplemental Indenture as contemplated by Section 12.05 of the Indenture;
NOW, THEREFORE, in consideration of the above premises, each party hereby agrees, for the benefit of the others and for the equal and ratable benefit of the Holders of the Notes, as follows:
ARTICLE I
DEFINITIONS
Section 1.1 Deletion of Definitions and Related References. Section 1.01 of the Indenture is hereby amended to delete in its entirety all terms and their respective definitions for which all references are eliminated in the Indenture as a result of the amendments set forth in Article II of this Supplemental Indenture.
ARTICLE II
AMENDMENTS TO INDENTURE
Section 2.1 Amendments to the Indenture. The Indenture is hereby amended by:
(i) deleting the following sections of the Indenture and all references thereto in the Indenture in their entirety:
Section 4.15 (No Senior Subordinated Indebtedness)
Section 6.02 (Maintenance of Office or Agency)
Section 6.03 (Appointments to Fill Vacancies in Trustee’s Office)
Section 6.04 (Provisions as to Paying Agent)
Section 6.05 (Existence)
Section 6.06 (Rule 144A Information Requirement)
Section 6.07 (Stay, Extension and Usury Laws)
Section 6.10 (Additional Subsidiary Guarantees)
Section 6.11 (Designation of Restricted and Unrestricted Subsidiaries)
Section 6.12 (Assumptions of Obligations under Registration Rights Agreement)
Sections 8.01(e), 8.01(f), 8.01(g), 8.01(h), 8.01(i), 8.01(j), 8.01(k) and 8.01(l)
Section 14.01 (Consolidation, Merger, Sale, Conveyance and Lease); and
(ii) amending the definition of “Unrestricted Subsidiary” in Section 1.01 of the Indenture to delete the second-to-last paragraph of such definition.
ARTICLE III
MISCELLANEOUS PROVISIONS
Section 3.1 Indenture. Except as amended hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Supplemental Indenture shall form a part of the Indenture for all purposes, and every Holder of Notes heretofore or hereafter authenticated and delivered under the Indenture shall be bound by the Indenture as amended hereby. Subject to Section 18.07 of the Indenture, in the case of conflict between the Indenture and this Supplemental Indenture, the provisions of this Supplemental Indenture shall control.
Section 3.2 Severability. In case any provision in this Supplemental Indenture shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.
Section 3.3 Capitalized Terms. Capitalized terms used herein but not defined shall have the meanings assigned to them in the Indenture.
Section 3.4 Effect of Headings. The Article and Section headings used herein are for convenience only and shall not affect the construction of this Supplemental Indenture.
Section 3.5 Trustee Makes No Representations. The Trustee makes no representation as to the validity or sufficiency of this Supplemental Indenture; the recitals and statements herein are deemed to be those of the Issuer and the Subsidiary Guarantors and not of the Trustee.
Section 3.6 Certain Duties and Responsibilities of the Trustee. In entering into this Supplemental Indenture, the Trustee shall be entitled to the benefit of every provision of the Indenture relating to the conduct or affecting the liability or affording protection to the Trustee, whether or not elsewhere herein so provided.
Section 3.7 Governing Law. THIS SUPPLEMENTAL INDENTURE AND THE NOTES SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK BUT WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.
Section 3.8 Counterparts. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent one and the same agreement.
Section 3.9 Successors. All agreements of the Issuer, the Subsidiary Guarantors and the Trustee in this Supplemental Indenture and the Notes shall bind their respective successors.
Section 3.10 Effectiveness. The provisions of Articles I and II of this Supplemental Indenture shall be effective at the time the Issuer accepts for purchase at least a majority in principal amount of the outstanding Notes issued under the Indenture (provided, however, that the provisions of Article II affecting Article 4 of the Indenture shall only be effective at the time the Issuer accepts for purchase at least 75% in principal amount of the outstanding Notes issued under the Indenture), excluding, in each case, any Notes held by the Company or any person directly or indirectly controlling or controlled by or under direct or indirect common control with the Company.
Section 3.11 Endorsement and Change of Form of Notes. Any Notes authenticated and delivered after the close of business on the date that this Supplemental Indenture becomes effective may be affixed to, stamped, imprinted or otherwise legended by the Trustee, with a notation as follows:
“Effective as of [ ], 2007, the restrictive covenants of the Indenture and certain of the Events of Default have been eliminated, as provided in the Second Supplemental Indenture, dated as of June 20, 2007. Reference is hereby made to said Second Supplemental Indenture, copies of which are on file with the Trustee, for a description of the amendments made therein.”
[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]
IN WITNESS WHEREOF, the parties hereto have caused this Second Supplemental Indenture to be duly executed as of the day and year written above.
| THE COMPANY |
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| GENESIS HEALTHCARE CORPORATION | |||
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| By: | /s/ George V. Hager, Jr. | |
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| Name: George V. Hager, Jr. | |
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| Title: Chief Executive Officer | |
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| SUBSIDIARY GUARANTORS | ||
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| MARMET SNF OPERATIONS, LLC | ||
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| 1 SULPHIN DRIVE ASSOCIATES, LLC | ||
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| OAK HILL SNF OPERATIONS, LLC | ||
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| 422 23RD STREET ASSOCIATES, LLC | ||
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| OAK HILL ALF OPERATIONS, LLC | ||
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| 438 23RD STREET ASSOCIATES, LLC | ||
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| CHARLESTON ALF OPERATIONS, LLC | ||
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| 699 SOUTH PARK ASSOCIATES, LLC | ||
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| LEWISBERG ALF OPERATIONS, LLC | ||
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| 331 HOLT LANE ASSOCIATES, LLC | ||
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| SCOTT DEPOT ALF OPERATIONS, LLC | ||
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| 5 ROLLING MEADOWS ASSOCIATES, LLC | ||
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| WALDORF PROPERTY, LLC | ||
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| WALDORF SNF OPERATIONS, LLC | ||
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| By: | /s/ George V. Hager, Jr. | |
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| George V. Hager, Jr. | |
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| Chief Executive Officer of the foregoing entities | |
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| CANTERBURY OF SHEPHERDSTOWN LIMITED PARTNERSHIP | ||
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| By: | Glenmark Associates, Inc., a Managing General Partner | |
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| By: | /s/ George V. Hager, Jr. | |
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| George V. Hager, Jr. | |
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| Chief Executive Officer | |
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| CANTERBURY OF SHEPHERDSTOWN LIMITED PARTNERSHIP | ||
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| By: GMA Partnership Holding Company, Inc., a Managing General Partner | ||
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| By: | /s/ George V. Hager, Jr. | |
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| George V. Hager, Jr. | |
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| Chief Executive Officer | |
Signature Page to 2.5% Notes Supplemental Indenture
| BERKELEY HAVEN LIMITED PARTNERSHIP | ||
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| By: Glenmark Associates, Inc., a general partner | |
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| By: | /s/ George V. Hager, Jr. |
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| George V. Hager, Jr. |
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| Chief Executive Officer |
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| By: GMA Partnership Holding Company, Inc., a general partner | |
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| By: | /s/ George V. Hager, Jr. |
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| George V. Hager, Jr. |
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| Chief Executive Officer |
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| MARKGLEN, INC. | |
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| By: | /s/ George V. Hager, Jr. |
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| George V. Hager, Jr. |
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| Chief Executive Officer |
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| NORTHWEST TOTAL CARE CENTER ASSOCIATES, L.P. | |
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| By: Geriatric and Medical Services, Inc., its general partner | |
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| By: | /s/ George V. Hager, Jr. |
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| George V. Hager, Jr. |
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| Chief Executive Officer |
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| ACADEMY NURSING HOME, INC. | |
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| ADS APPLE VALLEY, INC. | |
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| ADS CONSULTING, INC. | |
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| ADS DANVERS ALF, INC. | |
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| ADS DARTMOUTH ALF, INC. | |
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| ADS HINGHAM ALF, INC. | |
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| ADS HINGHAM NURSING FACILITY, INC. | |
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| ADS HOME HEALTH, INC. | |
Signature Page to 2.5% Notes Supplemental Indenture
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| ADS MANAGEMENT, INC. |
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| ADS PALM CHELMSFORD, INC. |
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| ADS RECUPERATIVE CENTER, INC. |
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| ADS RESERVOIR WALTHAM, INC. |
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| ADS SENIOR HOUSING, INC. |
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| ADS/MULTICARE, INC. |
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| ANR, INC. |
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| APPLE VALLEY OPERATING CORP. |
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| APPLEWOOD HEALTH RESOURCES, INC. |
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| ASL, INC. |
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| ASSISTED LIVING ASSOCIATES OF BERKSHIRE, INC. |
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| ASSISTED LIVING ASSOCIATES OF LEHIGH, INC. |
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| ASSISTED LIVING ASSOCIATES OF SANATOGA, INC. |
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| BERKS NURSING HOMES, INC. |
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| BRIGHTWOOD PROPERTY, INC. |
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| BRINTON MANOR, INC. |
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| BURLINGTON WOODS CONVALESCENT CENTER, |
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| CAREFLEET, INC. |
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| CENTURY CARE MANAGEMENT, INC. |
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| CHATEAU VILLAGE HEALTH RESOURCES, INC. |
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| CHELTENHAM LTC MANAGEMENT, INC. |
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| CHG INVESTMENT CORP., INC. |
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| CHNR-I, INC. |
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| COLONIAL HALL HEALTH RESOURCES, INC. |
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| CONCORD HEALTH GROUP, INC. |
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| CONCORD SERVICE CORPORATION |
Signature Page to 2.5% Notes Supplemental Indenture
| CRESTVIEW CONVALESCENT HOME, INC. | |
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| CRESTVIEW NORTH, INC. |
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| CRYSTAL CITY NURSING CENTER, INC. |
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| CVNR, INC. |
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| DAWN VIEW MANOR, INC. |
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| DELM NURSING, INC. |
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| DIANE MORGAN AND ASSOCIATES, INC. |
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| DOVER HEALTHCARE ASSOCIATES, INC. |
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| EIDOS, INC. |
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| ELDERCARE RESOURCES CORP. |
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| ELMWOOD HEALTH RESOURCES, INC. |
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| ENCARE OF PENNYPACK, INC. |
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| ENCARE OF QUAKERTOWN, INC. |
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| ENCARE OF WYNCOTE, INC. |
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| ENR, INC. |
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| GENESIS ELDERCARE CENTERS — BELVEDERE, INC. |
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| GENESIS ELDERCARE CENTERS — CHAPEL MANOR, INC. |
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| GENESIS ELDERCARE CENTERS-HARSTON, INC. |
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| GENESIS ELDERCARE CENTERS — PENNSBURG, INC. |
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| GENESIS ELDERCARE CORP. |
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| GENESIS ELDERCARE DIAGNOSTIC SERVICES, INC. |
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| GENESIS ELDERCARE HOME CARE SERVICES, INC. |
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| GENESIS ELDERCARE HOSPITALITY SERVICES, INC. |
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| GENESIS ELDERCARE LIVING FACILITIES, INC. |
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| GENESIS ELDERCARE NATIONAL CENTERS, INC. |
Signature Page to 2.5% Notes Supplemental Indenture
| GENESIS ELDERCARE NETWORK SERVICES OF MASSACHUSETTS, INC. | |
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| GENESIS ELDERCARE NETWORK SERVICES, INC. |
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| GENESIS ELDERCARE PARTNERSHIP CENTERS, INC. |
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| GENESIS ELDERCARE PHYSICIAN SERVICES, INC. |
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| GENESIS ELDERCARE PROPERTIES, INC. |
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| GENESIS ELDERCARE REHABILITATION SERVICES, INC. |
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| GENESIS ELDERCARE STAFFING SERVICES, INC. |
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| GENESIS ELDERCARE TRANSPORTATION SERVICES, INC. |
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| GENESIS HEALTH VENTURES OF ARLINGTON, INC. |
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| GENESIS HEALTH VENTURES OF BLOOMFIELD, INC. |
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| GENESIS HEALTH VENTURES OF CLARKS SUMMIT, INC. |
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| GENESIS HEALTH VENTURES OF INDIANA, INC. |
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| GENESIS HEALTH VENTURES OF LANHAM, INC. |
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| GENESIS HEALTH VENTURES OF MASSACHUSETTS, INC. |
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| GENESIS HEALTH VENTURES OF NAUGATUCK, INC. |
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| GENESIS HEALTH VENTURES OF NEW GARDEN, INC. |
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| GENESIS HEALTH VENTURES OF POINT PLEASANT, INC. |
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| GENESIS HEALTH VENTURES OF SALISBURY, INC. |
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| GENESIS HEALTH VENTURES OF WAYNE, INC. |
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| GENESIS HEALTH VENTURES OF WEST VIRGINIA, INC. |
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| GENESIS HEALTH VENTURES OF WILKES-BARRE, INC. |
Signature Page to 2.5% Notes Supplemental Indenture
| GENESIS HEALTH VENTURES OF WINDSOR, INC. | |
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| GENESIS HEALTHCARE CENTERS HOLDINGS, INC. |
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| GENESIS HEALTHCARE HOLDING COMPANY I, INC. |
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| GENESIS HEALTHCARE HOLDING COMPANY II, INC. |
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| GENESIS IMMEDIATE MED CENTER, INC. |
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| GENESIS OF PALISADO AVENUE, INC. |
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| GENESIS PROPERTIES OF DELAWARE CORPORATION |
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| GENESIS SELECTCARE CORP. |
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| GENESIS/VNA PARTNERSHIP HOLDING COMPANY, INC. |
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| GERIATRIC & MEDICAL COMPANIES, INC. |
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| GERIATRIC AND MEDICAL INVESTMENTS CORPORATION |
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| GERIATRIC AND MEDICAL SERVICES, INC. |
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| GERI-MED CORP. |
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| GLENMARK ASSOCIATES - DAWN VIEW MANOR, INC. |
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| GLENMARK ASSOCIATES, INC. |
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| GLENMARK PROPERTIES, INC. |
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| GMA-BRIGHTWOOD, INC. |
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| GMA CONSTRUCTION, INC. |
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| GMA-MADISON, INC. |
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| GMA - UNIONTOWN, INC. |
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| GMA PARTNERSHIP HOLDING COMPANY, INC. |
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| GMC LEASING CORPORATION |
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| GMC-LTC MANAGEMENT, INC. |
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| GMS INSURANCE SERVICES, INC. |
Signature Page to 2.5% Notes Supplemental Indenture
| GOVERNOR’S HOUSE NURSING HOME, INC. | |
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| HEALTH RESOURCES OF ACADEMY MANOR, INC. |
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| HEALTH RESOURCES OF BOARDMAN, INC. |
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| HEALTH RESOURCES OF BROOKLYN, INC. |
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| HEALTH RESOURCES OF CEDAR GROVE, INC. |
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| HEALTH RESOURCES OF CINNAMINSON, INC. |
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| HEALTH RESOURCES OF COLCHESTER, INC. |
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| HEALTH RESOURCES OF COLUMBUS, INC. |
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| HEALTH RESOURCES OF CUMBERLAND, INC. |
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| HEALTH RESOURCES OF ENGLEWOOD, INC. |
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| HEALTH RESOURCES OF EWING, INC. |
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| HEALTH RESOURCES OF FARMINGTON, INC. |
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| HEALTH RESOURCES OF GARDNER, INC. |
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| HEALTH RESOURCES OF GLASTONBURY, INC. |
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| HEALTH RESOURCES OF GROTON, INC. |
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| HEALTH RESOURCES OF LAKEVIEW, INC. |
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| HEALTH RESOURCES OF LEMONT, INC. |
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| HEALTH RESOURCES OF MARCELLA, INC. |
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| HEALTH RESOURCES OF MIDDLETOWN (RI), INC. |
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| HEALTH RESOURCES OF MORRISTOWN, INC. |
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| HEALTH RESOURCES OF NORTH ANDOVER, INC. |
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| HEALTH RESOURCES OF ROCKVILLE, INC. |
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| HEALTH RESOURCES OF TROY HILLS, INC. |
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| HEALTH RESOURCES OF WALLINGFORD, INC. |
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| HEALTH RESOURCES OF WARWICK, INC. |
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| HEALTH RESOURCES OF WESTWOOD, INC. |
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| HEALTHCARE RESOURCES CORP. |
Signature Page to 2.5% Notes Supplemental Indenture
| HELSTAT, INC. | |
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| HILLTOP HEALTH CARE CENTER, INC. |
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| HMNH REALTY, INC. |
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| HNCA, INC. |
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| HORIZON ASSOCIATES, INC. |
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| HORIZON MOBILE, INC. |
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| HORIZON REHABILITATION, INC. |
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| HR OF CHARLESTON, INC. |
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| HRWV HUNTINGTON, INC. |
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| INNOVATIVE HEALTH CARE MARKETING, INC. |
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| KEYSTONE NURSING HOME, INC. |
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| KNOLLWOOD MANOR, INC. |
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| KNOLLWOOD NURSING HOME, INC. |
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| LAKE MANOR, INC. |
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| LAKEWOOD HEALTH RESOURCES, INC. |
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| LAUREL HEALTH RESOURCES, INC. |
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| LEHIGH NURSING HOMES, INC. |
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| LIFE SUPPORT MEDICAL EQUIPMENT, INC. |
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| LIFE SUPPORT MEDICAL, INC. |
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| LRC HOLDING COMPANY, INC. |
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| LWNR, INC. |
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| MABRI CONVALESCENT CENTER, INC. |
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| MANOR MANAGEMENT CORP. OF GEORGIAN MANOR, INC. |
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| MARLINTON ASSOCIATES, INC. |
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| MARLINTON PARTNERSHIP HOLDING COMPANY, INC. |
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| MCKERLEY HEALTH CARE CENTER-CONCORD, INC. |
Signature Page to 2.5% Notes Supplemental Indenture
| MCKERLEY HEALTH CARE CENTERS, INC. | |
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| MERIDIAN HEALTH, INC. |
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| MERIDIAN HEALTHCARE INVESTMENTS, INC. |
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| MERIDIAN HEALTHCARE, INC. |
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| MHNR, INC. |
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| MNR, INC. |
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| MONTGOMERY NURSING HOMES, INC. |
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| MULTICARE AMC, INC. |
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| NURSING AND RETIREMENT CENTER OF THE |
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| OAK HILL HEALTH CARE CENTER, INC. |
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| PHC OPERATING CORP. |
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| PHILADELPHIA AVENUE CORPORATION |
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| POCAHONTAS CONTINUOUS CARE CENTER, INC. |
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| PRESCOTT NURSING HOME, INC. |
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| PROSPECT PARK LTC MANAGEMENT, INC. |
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| PROVIDENCE FUNDING CORPORATION |
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| PROVIDENCE HEALTH CARE, INC. |
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| REST HAVEN NURSING HOME, INC. |
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| RHS MEMBERSHIP INTEREST HOLDING COMPANY |
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| RIDGELAND HEALTH RESOURCES, INC. |
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| RIVERSHORES HEALTH RESOURCES, INC. |
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| RLNR, INC. |
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| ROSE HEALTHCARE, INC. |
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| ROSE VIEW MANOR, INC. |
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| RSNR, INC. |
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| RVNR, INC. |
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| S. T. B. INVESTORS, LTD. |
Signature Page to 2.5% Notes Supplemental Indenture
| SCHUYLKILL NURSING HOMES, INC. | |
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| SENIOR LIVING VENTURES, INC. |
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| SENIOR SOURCE, INC. |
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| SNOW VALLEY HEALTH RESOURCES, INC. |
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| SOLOMONT FAMILY MEDFORD VENTURE, INC. |
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| STAFFORD CONVALESCENT CENTER, INC. |
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| STATE STREET ASSOCIATES, INC. |
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| SVNR, INC. |
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| THE ADS GROUP, INC. |
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| THE APPLE VALLEY PARTNERSHIP HOLDING |
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| THE HOUSE OF CAMPBELL, INC. |
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| THE MULTICARE COMPANIES, INC. |
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| THE SARAH BRAYTON PARTNERSHIP HOLDING |
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| THE SOMERSET PARTNERSHIP HOLDING COMPANY, INC. |
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| TMC ACQUISITION CORP. |
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| TRI STATE MOBILE MEDICAL SERVICES, INC. |
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| VALLEY MEDICAL SERVICES, INC. |
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| VALLEY TRANSPORT AMBULANCE SERVICE, INC. |
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| VERSALINK, INC. |
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| VILLAS REALTY & INVESTMENTS, INC. |
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| WALNUT LTC MANAGEMENT, INC. |
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| WAYSIDE NURSING HOME, INC. |
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| WEISENFLUH AMBULANCE SERVICE, INC. |
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| WEST PHILA. LTC MANAGEMENT, INC. |
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| WESTFORD NURSING AND RETIREMENT CENTER, INC. |
Signature Page to 2.5% Notes Supplemental Indenture
| WILLOW MANOR NURSING HOME, INC. | ||||
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| WYNCOTE HEALTHCARE CORP. | |||
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| YE OLDE AMBULANCE COMPANY, INC. | |||
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| YORK LTC MANAGEMENT, INC. | |||
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| By: | /s/ George V. Hager, Jr. | ||
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| Name: | George V. Hager, Jr. | |
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| Title: | Chief Executive Officer of each of the foregoing entities | |
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| ADS APPLE VALLEY LIMITED PARTNERSHIP | |||
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| By: | ADS Apple Valley, Inc., its general partner | |
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| ADS HINGHAM LIMITED PARTNERSHIP | |||
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| By: | ADS Hingham Nursing Facility, Inc., its general partner | |
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| ADS RECUPERATIVE CENTER LIMITED PARTNERSHIP | |||
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| By: | ADS Recuperative Center, Inc., its general partner | |
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| BREVARD MERIDIAN LIMITED PARTNERSHIP | |||
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| By: | Meridian Healthcare, Inc., its general partner | |
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| CARE HAVEN ASSOCIATES LIMITED PARTNERSHIP | |||
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| By: | Glenmark Associates, Inc., its general partner | |
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| CATONSVILLE MERIDIAN LIMITED PARTNERSHIP | |||
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| By: | Meridian Healthcare, Inc. and Meridian Health, Inc., its | |
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| CUMBERLAND ASSOCIATES OF RHODE ISLAND, L.P. | |||
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| By: | Health Resources of Cumberland, Inc., its general partner | |
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| EASTON MERIDIAN LIMITED PARTNERSHIP | |||
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| By: | Meridian Healthcare, Inc. and Meridian Health, Inc., its | |
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| EDELLA STREET ASSOCIATES | |||
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| By: | Genesis Health Ventures of Clarks Summit, Inc., its general partner | |
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| GENESIS ELDERCARE CENTERS I, L.P. | |||
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| By: | Genesis Eldercare Partnership Centers, Inc., its general partner | |
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Signature Page to 2.5% Notes Supplemental Indenture
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| GENESIS ELDERCARE CENTERS II, L.P. | |||
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| By: | Genesis Eldercare Partnership Centers, Inc., its general partner |
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| GENESIS ELDERCARE CENTERS III, L.P. | ||
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| By: | Genesis Eldercare Partnership Centers, Inc., its general partner |
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| GENESIS HEALTH VENTURES OF WEST VIRGINIA, LIMITED PARTNERSHIP | ||
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| By: | Genesis ElderCare Network Services, Inc. and Genesis ElderCare Rehabilitation Services, Inc., its general partners |
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| GENESIS PROPERTIES LIMITED PARTNERSHIP | ||
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| By: | Genesis Health Ventures of Arlington, Inc., its general partner |
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| GENESIS PROPERTIES OF DELAWARE LTD. PARTNERSHIP, L.P. | ||
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| By: | Genesis Properties of Delaware Corporation, its general partner |
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| GLENMARK PROPERTIES I, LIMITED PARTNERSHIP | ||
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| By: | Glenmark Associates, Inc., its general partner |
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| GREENSPRING MERIDIAN LIMITED PARTNERSHIP | ||
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| By: | Meridian Healthcare, Inc., its general partner |
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| GROTON ASSOCIATES OF CONNECTICUT, L.P. | ||
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| By: | Health Resources of Groton, Inc., its general partner |
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| HAMMONDS LANE MERIDIAN LIMITED PARTNERSHIP | ||
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| By: | Meridian Healthcare, Inc. and Meridian Health, Inc., its general partners |
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| LAKE WASHINGTON, LTD. | ||
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| By: | Lake Manor, Inc., its general partner |
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| MCKERLEY HEALTH CARE CENTER-CONCORD LIMITED PARTNERSHIP | ||
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| By: | McKerley Health Care Center-Concord, Inc., its general partner |
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| MERIDIAN/CONSTELLATION LIMITED PARTNERSHIP | ||
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| By: | Meridian Healthcare, Inc., its general partner |
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| MERIDIAN EDGEWOOD LIMITED PARTNERSHIP | ||
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| By: | Meridian Healthcare, Inc., its general partner |
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| MERIDIAN PERRING LIMITED PARTNERSHIP | ||
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| By: | Meridian Healthcare, Inc., its general partner |
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Signature Page to 2.5% Notes Supplemental Indenture
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| MERIDIAN VALLEY LIMITED PARTNERSHIP | |||
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| By: | Meridian Healthcare, Inc., its general partner |
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| MERIDIAN VALLEY VIEW LIMITED PARTNERSHIP | ||
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| By: | Meridian Healthcare, Inc., its general partner |
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| MIDDLETOWN (RI) ASSOCIATES OF RHODE ISLAND, L.P. | ||
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| By: | Health Resources of Middletown (RI), Inc., its general partner |
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| MILLVILLE MERIDIAN LIMITED PARTNERSHIP | ||
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| By: | Meridian Healthcare, Inc., its general partner |
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| NORTH CAPE CONVALESCENT CENTER ASSOCIATES, L.P. | ||
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| By: | Geriatric and Medical Services, Inc., its general partner |
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| PHILADELPHIA AVENUE ASSOCIATES | ||
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| By: | Philadelphia Avenue Corporation, its general partner |
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| POINT PLEASANT HAVEN LIMITED PARTNERSHIP | ||
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| By: | Glenmark Associates, Inc. and GMA Partnership Holding Company, Inc., its general partners |
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| RALEIGH MANOR LIMITED PARTNERSHIP | ||
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| By: | Glenmark Associates, Inc., its general partner |
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| RIVER STREET ASSOCIATES | ||
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| By: | Genesis Health Ventures of Wilkes-Barre, Inc., its general partner |
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| ROMNEY HEALTH CARE CENTER, LTD., LIMITED PARTNERSHIP | ||
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| By: | Glenmark Associates, Inc., its general partner |
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| SEMINOLE MERIDIAN LIMITED PARTNERSHIP | ||
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| By: | Meridian Health, Inc., its general partner |
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| SISTERVILLE HAVEN LIMITED PARTNERSHIP | ||
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| By: | Glenmark Associates, Inc., its general partner |
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| STAFFORD ASSOCIATES OF N.J., L.P. | ||
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| By: | Southern Ocean GP, LLC, its general partner |
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| STATE STREET ASSOCIATES, L.P. | ||
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| By: | State Street Associates, Inc., its general partner |
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| TEAYS VALLEY HAVEN LIMITED PARTNERSHIP | ||
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| By: | Glenmark Associates, Inc., its general partner |
Signature Page to 2.5% Notes Supplemental Indenture
|
| THE APPLE VALLEY LIMITED PARTNERSHIP | ||||
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| By: | The Apple Valley Partnership Holding Company, Inc. and Apple Valley Operating Corp., its general partners | |
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| |
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| THE STRAUS GROUP-HOPKINS HOUSE, L.P. | |||
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| By: | Encare of Wyncote, Inc., its general partner | |
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| THE STRAUS GROUP-QUAKERTOWN MANOR, L.P. | |||
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| By: | Encare of Quakertown, Inc., its general partner | |
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| THERAPY CARE SYSTEMS, L.P. | |||
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| By: | Genesis ElderCare Rehabilitation Services, Inc., its general partner | |
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| |
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| VOLUSIA MERIDIAN LIMITED PARTNERSHIP | |||
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| By: | Meridian Health, Inc., its general partner | |
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| |
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| WALLINGFORD ASSOCIATES OF CONNECTICUT, L.P. | |||
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| By: | Health Resources of Wallingford, Inc., its general partner | |
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| |
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| WARWICK ASSOCIATES OF RHODE ISLAND, L.P. | |||
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| By: | Health Resources of Warwick, Inc., its general partner | |
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| |
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| WESTFORD NURSING AND RETIREMENT CENTER, LIMITED PARTNERSHIP | |||
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| By: | Westford Nursing and Retirement Center, Inc., its general partner | |
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| |
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| By: | /s/ George V. Hager, Jr. | |
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| Name: | George V. Hager, Jr. |
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| Title: | Chief Executive Officer of the |
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| |
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| HOLLY MANOR ASSOCIATES OF NEW JERSEY, L.P. | |||
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| By: | Encare of Mendham, L.L.C., its general partner | |
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| |
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| MERCERVILLE ASSOCIATES OF NEW JERSEY, L.P. | |||
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| By: | Breyut Convalescent Center, L.L.C., its general partner | |
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| |
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| POMPTON ASSOCIATES, L.P. | |||
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| By: | Pompton Care, L.L.C., its general partner | |
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| |
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| THE STRAUS GROUP-OLD BRIDGE, L.P. | |||
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| By: | Health Resources of Emery, L.L.C., its general partner | |
Signature Page to 2.5% Notes Supplemental Indenture
|
| THE STRAUS GROUP-RIDGEWOOD, L.P. | ||||||
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| By: | Health Resources of Ridgewood, L.L.C., its general partner | |||
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| ||||
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| ||||
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| By: | Century Care Management, Inc., the manager of the respective general partners of each of the foregoing entities | ||||
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| |||
|
|
| By: | /s/ George V. Hager, Jr. | ||||
|
|
|
| Name: | George V. Hager, Jr. | |||
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|
|
| Title: | Chief Executive Officer of each | |||
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|
| |||
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| SOMERSET RIDGE LIMITED PARTNERSHIP | |||||
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| |||||
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| By: | Somerset Ridge LLC, its general partner | ||||
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| By: | Somerset Ridge General Partnership, its Manager | |||
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| By: | Solomont Family Fall River Venture, Inc., its | |||
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| general partner | |||
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| |||
|
|
| By: | /s/ George V. Hager, Jr. | ||||
|
|
|
| Name: | George V. Hager, Jr. | |||
|
|
|
| Title: | Chief Executive Officer | |||
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| |||
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| ARCADIA ASSOCIATES | |||||
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| By: | ADS/Multicare, Inc., its managing partner | |||
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| |||
|
|
| By: | /s/ George V. Hager, Jr. | ||||
|
|
|
| Name: | George V. Hager, Jr. | |||
|
|
|
| Title: | Chief Executive Officer | |||
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| |||
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|
| MCKERLEY HEALTH FACILITIES | |||||
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| By: | Meridian Healthcare, Inc. and Meridian Health, Inc., its partners | |||
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|
|
| |||
|
|
| By: | /s/ George V. Hager, Jr. | ||||
|
|
|
| Name: | George V. Hager, Jr. | |||
|
|
|
| Title: | Chief Executive Officer | |||
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|
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|
| |||
Signature Page to 2.5% Notes Supplemental Indenture
|
| SARAH BRAYTON GENERAL PARTNERSHIP | ||||
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| |||
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| By: | ADS Multicare Inc. and The Sarah Brayton Partnership Holding Company, Inc., its general partners | |
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| |
|
|
| By: | /s/ George V. Hager, Jr. | ||
|
|
|
| Name: | George V. Hager, Jr. | |
|
|
|
| Title: | Chief Executive Officer | |
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| |
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| SOMERSET RIDGE GENERAL PARTNERSHIP | |||
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| |||
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| By: | Solomont Family Fall River Venture, Inc. and The Somerset Partnership Holding Company, Inc., its general partners | |
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| |
|
|
| By: | /s/ George V. Hager, Jr. | ||
|
|
|
| Name: | George V. Hager, Jr. | |
|
|
|
| Title: | Chief Executive Officer | |
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| |
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| |||
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| BREYUT CONVALESCENT CENTER, L.L.C. | |||
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| |||
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| ENCARE OF MENDHAM, L.L.C. | |||
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| |||
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| HEALTH RESOURCES OF BRIDGETON, L.L.C. | |||
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| |||
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| HEALTH RESOURCES OF CINNAMINSON, L.L.C. | |||
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| |||
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| HEALTH RESOURCES OF CRANBURY, L.L.C. | |||
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| |||
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| HEALTH RESOURCES OF EATONTOWN, L.L.C. | |||
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| |||
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| HEALTH RESOURCES OF EMERY, L.L.C. | |||
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| |||
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| HEALTH RESOURCES OF ENGLEWOOD, L.L.C. | |||
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| |||
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| HEALTH RESOURCES OF EWING, L.L.C. | |||
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| |||
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| HEALTH RESOURCES OF FAIR LAWN, L.L.C. | |||
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| |||
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| HEALTH RESOURCES OF JACKSON, L.L.C. | |||
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| |||
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| HEALTH RESOURCES OF RIDGEWOOD, L.L.C. | |||
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| |||
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| HEALTH RESOURCES OF SOUTH BRUNSWICK, L.L.C. | |||
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| |||
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| HEALTH RESOURCES OF WEST ORANGE, L.L.C. | |||
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| |||
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|
| POMPTON CARE, L.L.C. | |||
Signature Page to 2.5% Notes Supplemental Indenture
|
|
| |||||
|
|
| ROEPHEL CONVALESCENT CENTER, L.L.C. | ||||
|
|
|
| ||||
|
|
| By: | Century Care Management, Inc., the manager of each of the foregoing entities | |||
|
|
|
|
|
| ||
|
|
| By: | /s/ George V. Hager, Jr. | |||
|
|
|
| Name: | George V. Hager, Jr. | ||
|
|
|
| Title: | Chief Executive Officer | ||
|
|
|
|
|
| ||
|
|
| GENESIS-GEORGETOWN SNF/JV, LLC | ||||
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| ||||
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|
| GLENMARK LIMITED LIABILITY COMPANY I | ||||
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| ||||
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|
| MILFORD ALF, LLC | ||||
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| ||||
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|
| RESPIRATORY HEALTH SERVICES LLC | ||||
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| ||||
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|
| RIVERVIEW RIDGE LIMITED LIABILITY COMPANY | ||||
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| ||||
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|
| SOUTHERN OCEAN GP, L.L.C. | ||||
|
|
| By: | /s/ George V. Hager, Jr. | |||
|
|
|
| Name: | George V. Hager, Jr. | ||
|
|
|
| Title: | Chief Executive Officer | ||
|
|
|
|
|
| ||
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|
| SOMERSET RIDGE L.L.C. | ||||
|
|
| By: | Somerset Ridge General Partnership, its Manager | |||
|
|
|
| By: | Solomont Family Fall River Venture, Inc., its general partner | ||
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|
|
| By: | The Somerset Partnership Holding Company, Inc., its general partner | ||
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|
|
|
|
| ||
|
|
|
| By: | /s/ George V. Hager, Jr. | ||
|
|
|
|
| Name: | George V. Hager, Jr. | |
|
|
|
|
| Title: | Chief Executive Officer | |
Signature Page to 2.5% Notes Supplemental Indenture
|
| THE BANK OF NEW YORK, as Trustee | |||
|
|
|
| ||
|
|
| By: | /s/ Mary LaGumina | |
|
|
|
| Name: | Mary LaGumina |
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|
|
| Title: | Vice President |
Signature Page to 2.5% Notes Supplemental Indenture
