RECITALS --------Employment Agreement • May 13th, 1998 • Health Care & Retirement Corp / De • Services-skilled nursing care facilities • Delaware
ARTICLE I. THE MERGERAgreement and Plan of Merger • September 14th, 2000 • Manor Care Inc • Services-skilled nursing care facilities • Minnesota
1 Exhibit 4.1 THIRD AMENDMENT TO 364 DAY CREDIT AGREEMENTCredit Agreement • November 9th, 2000 • Manor Care Inc • Services-skilled nursing care facilities • New York
1 Exhibit 4.3 HEALTH CARE AND RETIREMENT CORPORATION RIGHTS AMENDMENT AMENDMENT, dated as of June 10, 1998 (this "Amendment"), to the Rights Agreement, dated as of May 2, 1995 (the "Rights Agreement"), between HEALTH CARE AND RETIREMENT CORPORATION, a...Rights Agreement • June 16th, 1998 • Health Care & Retirement Corp / De • Services-skilled nursing care facilities • Delaware
RECITALS --------Severance Agreement • March 29th, 2000 • Manor Care Inc • Services-skilled nursing care facilities • Delaware
MANOR CARE, INC.,Manor Care Inc • August 13th, 2003 • Services-skilled nursing care facilities • New York
AMONGCredit Agreement • November 16th, 1998 • HCR Manor Care Inc • Services-skilled nursing care facilities • New York
amongCredit Agreement • August 9th, 2005 • Manor Care Inc • Services-skilled nursing care facilities • New York
AND NATIONAL CITY BANK, AS TRUSTEEManor Care Inc • March 15th, 2002 • Services-skilled nursing care facilities • Ohio
EXHIBIT 4 HCR MANOR CARE STOCK PURCHASE AND RETIREMENT SAVINGS 401(K) PLANManor Care Inc • December 30th, 2002 • Services-skilled nursing care facilities
RECITALSRegistration Rights Agreement • August 17th, 1998 • Health Care & Retirement Corp / De • Services-skilled nursing care facilities • Delaware
RECITALSEmployment Agreement • February 23rd, 1998 • Health Care & Retirement Corp / De • Services-skilled nursing care facilities
200,000,000 CREDIT AGREEMENTCredit Agreement • April 29th, 2003 • Manor Care Inc • Services-skilled nursing care facilities • New York
RECITALSEmployment Agreement • February 23rd, 1998 • Health Care & Retirement Corp / De • Services-skilled nursing care facilities • Delaware
EXHIBIT 4.2 THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT -------------------------------------------------------- THIS THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT, dated as of January 24, 1997 (this "Amendment"), amends the...Credit Agreement • March 25th, 1997 • Health Care & Retirement Corp / De • Services-skilled nursing care facilities
WITNESSETH:First Amendment • August 9th, 2005 • Manor Care Inc • Services-skilled nursing care facilities • New York
JOINT FILING AGREEMENTJoint Filing Agreement • June 19th, 1998 • Health Care & Retirement Corp / De • Services-skilled nursing care facilities
RECITALSExecutive Retention Agreement • August 17th, 1998 • Health Care & Retirement Corp / De • Services-skilled nursing care facilities • Delaware
SECOND AMENDED EMPLOYMENT AGREEMENTEmployment Agreement • February 23rd, 1998 • Health Care & Retirement Corp / De • Services-skilled nursing care facilities • Delaware
EXHIBIT 3 JOINT FILING AGREEMENT The undersigned hereby agree to jointly file a statement on Schedule 13D, together with any amendments thereto (collectively, the "Schedule 13Ds"), with the Securities and Exchange Commission pursuant to the...Joint Filing Agreement • April 27th, 1999 • HCR Manor Care Inc • Services-skilled nursing care facilities
2 SECOND AMENDMENT TO 364 DAY CREDIT AGREEMENT364 Day Credit Agreement • March 29th, 2000 • Manor Care Inc • Services-skilled nursing care facilities • New York
JOINT FILING AGREEMENTJoint Filing Agreement • April 27th, 1999 • HCR Manor Care Inc • Services-skilled nursing care facilities
RECITALSVoting Agreement • June 19th, 1998 • Health Care & Retirement Corp / De • Services-skilled nursing care facilities • Delaware
AGREEMENTAgreement • November 2nd, 2004 • Manor Care Inc • Services-skilled nursing care facilities • Ohio
STOCK PURCHASE AGREEMENT BETWEEN HEARTLAND ADVISORS, INC., ON BEHALF OF HEARTLAND VALUE FUND AND MANORCARE HEALTH SERVICES, INC. INVOLVING SHARES OF IN HOME HEALTH, INC. (JUNE 28, 2000)Stock Purchase Agreement • June 29th, 2000 • Manor Care Inc • Services-skilled nursing care facilities • Wisconsin
RECITALSEmployment Agreement • March 5th, 2004 • Manor Care Inc • Services-skilled nursing care facilities • Ohio
Exhibit 4.1 MANOR CARE, INC. THIRD RIGHTS AMENDMENT ---------------------- THIRD AMENDMENT, dated as of March 11, 2000 (this "Amendment"), to the Rights Agreement, dated as of May 2, 1995, as amended, (the "Rights Agreement"), between MANOR CARE,...Manor Care Inc • March 14th, 2000 • Services-skilled nursing care facilities • Delaware
MANOR CARE, INC., THE SUBSIDIARY GUARANTORS PARTIES HERETO, AND WACHOVIA BANK, NATIONAL ASSOCIATION, AS TRUSTEE 2.125% Convertible Senior Notes due 2035 INDENTURE Dated as of August 1, 2005Indenture • August 1st, 2005 • Manor Care Inc • Services-skilled nursing care facilities • New York
INDENTURE dated as of August 1, 2005, among MANOR CARE, INC., a Delaware corporation (the “Company”), THE SUBSIDIARY GUARANTORS (as defined) and WACHOVIA BANK, NATIONAL ASSOCIATION (the “Trustee”), as Trustee.
RECITALSEmployment Agreement • March 5th, 2004 • Manor Care Inc • Services-skilled nursing care facilities
ContractEmployment Agreement • August 3rd, 2007 • Manor Care Inc • Services-skilled nursing care facilities • Delaware
EMPLOYMENT AGREEMENT (this “Agreement”) dated as of June 13, 2007, between MANOR CARE, INC., a Delaware corporation (the “Company”), and STEPHEN L. GUILLARD (the “Executive”).
EQUITY INCENTIVE PLAN OF MANOR CARE, INC.Equity Incentive Plan • March 4th, 2005 • Manor Care Inc • Services-skilled nursing care facilities • Delaware
RECITALSEmployment Agreement • March 3rd, 2006 • Manor Care Inc • Services-skilled nursing care facilities
The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the Transaction entered into between J.P. Morgan Securities Inc., as agent for JPMorgan Chase Bank, National Association, London Branch (the...Letter Agreement • August 12th, 2005 • Manor Care Inc • Services-skilled nursing care facilities • Delaware
This Confirmation evidences a complete and binding agreement between the Seller and the Purchaser as to the terms of the Transaction to which this Confirmation relates. This Confirmation shall supplement, form a part of, and be subject to an agreement in the form of the 2002 ISDA Master Agreement (Multicurrency, Cross-Border) (the “Agreement”) as if the Seller and the Purchaser had executed an agreement in such form (but without any Schedule except for the election of the laws of the State of New York as the governing law and United States dollars as the Termination Currency) on the Trade Date; provided that no provision of the Agreement relating to necessary corporate action or authorization shall apply in respect of shares of Common Stock to be issued by the Purchaser hereunder. In the event of any inconsistency between provisions of that Agreement and this Confirmation, this Confirmation will prevail for the purpose of the Transaction to which this Confirmation relates. The parties
EXHIBIT 2 HEALTH CARE AND RETIREMENT CORPORATION STOCK OPTION AGREEMENT STOCK OPTION AGREEMENT, dated as of June 10, 1998 (the "Agreement"), between Health Care and Retirement Corporation, a Delaware corporation (the "Grantee"), and Manor Care, Inc.,...Stock Option Agreement • June 19th, 1998 • Health Care & Retirement Corp / De • Services-skilled nursing care facilities • Delaware
MANOR CARE, INC. 2% Convertible Senior Notes Due 2036 Registration Rights AgreementManor Care Inc • May 17th, 2006 • Services-skilled nursing care facilities • New York
Manor Care, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to J.P. Morgan Securities Inc. (“JPMorgan”) and the other initial purchasers named therein (collectively, with JPMorgan, the “Initial Purchasers”), upon the terms and subject to the conditions set forth in a purchase agreement dated May 11, 2006 (the “Purchase Agreement”), $250,000,000 aggregate principal amount of its 2% Convertible Senior Notes due 2036 (the “Notes”) to be jointly and severally guaranteed (the “Guarantees”) by the subsidiaries of the Company listed on Schedule 1 and signatories hereto (collectively, the “Guarantors”). Capitalized terms used but not defined herein shall have the meanings given to such terms in the Purchase Agreement.
