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.
MANOR CARE, INC. Registration Rights AgreementRegistration Rights Agreement • August 1st, 2005 • Manor Care Inc • 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 July 26, 2005 (the “Purchase Agreement”), $400,000,000 aggregate principal amount of its 2.125% Convertible Senior Notes due 2035 (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.
JPMorgan Chase Bank, National Association P.O. Box 161 60 Victoria Embankment London EC4Y 0JP England July 26, 2005Warrant Agreement • August 1st, 2005 • Manor Care Inc • Services-skilled nursing care facilities • New York
To: Manor Care, Inc. 333 North Summit Street Toledo, OH 43604-2617 Attention: Geoffrey G. Meyers Executive Vice President & Chief Financial Officer Telephone No.: (419) 252-5545 Facsimile No.: (419) 252-5564
JPMorgan Chase Bank, National Association P.O. Box 161 60 Victoria Embankment London EC4Y 0JP England July 26, 2005Call Option Transaction • August 1st, 2005 • Manor Care Inc • Services-skilled nursing care facilities • New York
To: Manor Care, Inc. 333 North Summit Street Toledo, OH 43604-2617 Attention: Geoffrey G. Meyers Executive Vice President & Chief Financial Officer Telephone No.: (419) 252-5545 Facsimile No.: (419) 252-5564
MANOR CARE, INC. Purchase AgreementPurchase Agreement • August 1st, 2005 • Manor Care Inc • Services-skilled nursing care facilities • New York
Manor Care, Inc., a Delaware corporation (the “Company”), proposes to issue and sell (the “Offering”) $400,000,000 aggregate principal amount of its 2.125% Convertible Senior Notes due 2035 (the “Securities”) to the several parties named in Schedule 4 hereto (the “Initial Purchasers”). The Securities will be issued pursuant to an Indenture to be dated as of August 1 , 2005 (the “Indenture”) among the Company, each of the subsidiaries of the Company listed on Schedule 1 hereto (each a “Guarantor” and together the “Guarantors”) and Wachovia Bank, National Association, as trustee (the “Trustee”). The Securities will be convertible into shares of Common Stock of the Company at the conversion price set forth in the Indenture. The Securities will be guaranteed by guarantees (the “Guarantees”, and each a “Guarantee”) of each of the Guarantors. The Company and the Guarantors hereby confirm their agreement with the Initial Purchasers concerning the purchase of the Securities from the Company by
