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.
MANOR CARE, INC. 2% Convertible Senior Notes due 2036 Purchase 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 $250,000,000 aggregate principal amount of its 2% Convertible Senior Notes due 2036 (the “Securities”) to the several initial purchasers listed in Schedule 4 hereto (the “Initial Purchasers”). The Securities will be issued pursuant to an Indenture to be dated as of May 16,2006 (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 U.S. 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 the several Initi
MANOR CARE, INC., THE SUBSIDIARY GUARANTORS PARTIES HERETO, AND U.S. BANK NATIONAL ASSOCIATION, AS TRUSTEE 2% Convertible Senior Notes due 2036 INDENTURE Dated as of May 17, 2006Manor Care Inc • May 17th, 2006 • Services-skilled nursing care facilities • New York
INDENTURE dated as of May 17, 2006, among MANOR CARE, INC., a Delaware corporation (the “Company”), THE SUBSIDIARY GUARANTORS (as defined) and U.S. BANK NATIONAL ASSOCIATION (the “Trustee”), as Trustee.
