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Title: |
Distribution Agreement |
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Entities: |
National City Bank; Ventas, Inc.; Vencor, Inc.; Vencor Healthcare, Inc. |
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Date: |
2002 |
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Size: |
Preview shows 7KB of 42KB total |
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Price: |
$42 |
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ID: |
#259509 |
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DISTRIBUTION AGREEMENT
by and between
VENCOR, INC.
and
VENCOR HEALTHCARE, INC.
Dated as of April 30, 1998
{PAGE}
DISTRIBUTION AGREEMENT
THIS DISTRIBUTION AGREEMENT (this "Agreement") is made and entered
---------
into as of this 30th day of April, 1998, by and between Vencor, Inc., a
Delaware corporation ("Vencor"), and Vencor Healthcare, Inc., a Delaware
------
corporation ("Healthcare Company").
------------------
WITNESSETH:
WHEREAS, the Board of Directors of Vencor has determined that it is
appropriate and desirable to (a) pursuant to the Reorganization Agreement (as
defined herein), separate Vencor and its subsidiaries into two publicly-owned
companies so that (i) the assets and liabilities relating to substantially all
of the Vencor-owned land, buildings and other improvements and real estate
related assets are allocated tg Vencor (the "Real Estate Business"), which will
--------------------
be renamed "Ventas, Inc" immediately prior to the Distribution (as defined
herein), and (ii) the other assets and liabilities relating to the historical
operations of Vencor, including the Development Properties (as defined herein),
are allocated to Healthcare Company (the "Healthcare Business"), which will be
-------------------
renamed Vencor, Inc. immediately prior to the Distribution; and (b) distribute
(the "Distribution"), following such reorganization, as a dividend to the
------------
holders of the issued and outstanding shares of common stock, par value $.25
per share, of Vencor ("Vencor Common Stock") all of the issued and outstanding
-------------------
shares of common stock, par value $.25 per share, of Healthcare Company
("Healthcare Company Common Stock") on the basis of one share of Healthcare
-------------------------------
Company Common Stock for each share of Vencor Common Stock; and
WHEREAS, the parties hereto have determined that it is necessary and
desirable to set forth the principal corporate transactions required to effect
the Distribution.
NOW, THEREFORE, in consideration of the premises and the mutual
covenants contained in this Agreement and intending to be legally bound hereby,
the parties hereto agree as follows:
ARTICLE I.
DEFINITIONS
1.01. General. Unless otherwise defined herein or unless the context
-------
otherwise requires, the following terms shall have the following meanings (such
meanings to be equally applicable to both the singular and plural forms of the
terms defined):
"Action" shall mean any demand, action, suit, countersuit,
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arbitration, inquiry, proceeding or investigation by or before any federal,
state, local, foreign or international Governmental Authority or any
arbitration or mediation tribunal.
"Affiliate" shall mean with respect to any specified Person, a
---------
Person that directly or indirectly, through one or more intermediaries,
controls, is controlled by, or is under common control with, such specified
Person; provided, however, that for purposes of this Agreement, no member of
-------- -------
either Group shall be deemed to be an Affiliate of any member of the other
Group.
- 1 -
{PAGE}
"Agent" shall mean National City Bank, Cleveland, Ohio or such trust
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company or bank designated by Vencor, which shall act as agent for the holders
of Vencor Common Stock and the holders of Healthcare Company Common Stock in
connection with the Distribution.
"Agreement" shall have the meaning set forth in the preamble to this
---------
Agreement.
"Ancillary Agreements" shall mean all the written agreements,
--------------------
instruments, understandings, assignments or other arrangements (other than this
Agreement) entered into by the parties hereto or any other member of their
respective Group in connection with the Corporate Restructuring Transactions,
the Distribution and the other transactions contemplated hereby or thereby,
including without limitation, the following:
(i) the Master Lease Agreement;
(ii) the Development Agreement;
(iii) the Participation Agreement;
(iv) the Employee Benefits Agreement;
(v) the Intellectual Property Agreement;
(vi) the Tax Allocation Agreement;
(vii) the Transition Services Agreement;
(viii) the Conveyance and Assumption Instruments;
(ix) the Debt and Cash Allocation Agreement;
(x) the Reorganization Agreement; and
(xi) the Insurance Agreement.
"Annual Meeting" shall mean the 1998 Annual Meeting of Stockholders
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of Vencor to be held on April 27, 1998, or any adjournments or postponements
thereof.
"Corporate Restructuring Transactions" shall mean, collectively, (a)
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each of the mergers, transfers, conveyances, contributions, assignments and
other transactions described and set forth on Exhibit A of this Agreement, and
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(b) such other mergers, transfers, conveyances, contributions, assignments and
other transactions that may be appropriate or required to be accomplished,
effected or consummated by Vencor or Healthcare Company or any of their
respective Subsidiaries and Affiliates in order to separate and divide, in a
series of transactions, Vencor so that: (i) the Healthcare Company Assets,
Healthcare Company Liabilities and Healthcare Business shall be owned, directly
or indirectly, by Healthcare Company; and (ii) the Real Estate Assets, Real
Estate Liabilities and Real Estate Business that remain after the separation
and division described in clause (i) above, are, after giving effect to the
Distribution, owned directly or indirectly, by Vencor.
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