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Exhibit(b)(7)
COMMON SECURITIES PURCHASE AGREEMENT
dated February 7, 2000, between CHEMED CORPORATION
(the "Common Securities Purchaser"), a Delaware
corporation, and CHEMED CAPITAL TRUST, a statutory
business trust formed under the laws of the State of
Delaware (the "Trust").
WHEREAS the Common Securities Purchaser, as sponsor of the
Trust, desires to purchase from the Trust, and the Trust desires to sell to the
Common Securities Purchaser, certain of the Trust's securities.
NOW, THEREFORE, the parties hereto agree as follows:
1. The Trust hereby offers to issue and sell to the Common
Securities Purchaser and the Common Securities Purchaser hereby accepts such
offer and agrees to purchase 17,800 of the Trust's Common Securities (the
"Common Securities"), liquidation amount $27 per Common Security, in
consideration of the payment to it of $480,600.
2. The Trust represents and warrants that, upon execution and
delivery to the Common Securities Purchaser against payment therefor, the Common
Securities will be duly authorized, validly issued, fully paid and entitled to
the benefits and subject to the terms of the Amended and
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Restated Declaration of Trust of the Trust dated as of February 7, 2000 (the
"Declaration").
3. The Common Securities Purchaser represents that such Common
Securities are being acquired for investment and not with a view to distribution
or resale.
4. THIS COMMON SECURITIES PURCHASE AGREEMENT SHALL BE GOVERNED
BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF
DELAWARE, WITHOUT REGARD TO PRINCIPLES OF CONFLICT OF LAWS.
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IN WITNESS WHEREOF, the parties hereto have caused this Common
Securities Purchase Agreement to be duly executed as of the date hereof.
CHEMED CORPORATION,
by
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Name: Xxxxx X. XxXxxxxx
Title: President
CHEMED CAPITAL TRUST,
by
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Name: Xxxxxxx X. X'Xxxxx
Title: Administrative Trustee
