Registration Statement

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Ts7hD3efPWA5wHghXdJaTtMWAsQ/LVyc7UIF/QHnybQCXPq9LKRSWs1qbfItoPfq FmRrXbdUrYgNAbpOrhGnnA== 0000950137-03-004042.txt : 20030730 0000950137-03-004042.hdr.sgml : 20030730 20030730165219 ACCESSION NUMBER: 0000950137-03-004042 CONFORMED SUBMISSION TYPE: S-3 PUBLIC DOCUMENT COUNT: 11 FILED AS OF DATE: 20030730 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AMERICAN HOSPITAL BUILDING CORP CENTRAL INDEX KEY: 0001048357 IRS NUMBER: 520985621 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-107481-03 FILM NUMBER: 03811948 BUSINESS ADDRESS: STREET 1: 333 NORTH SUMMIT STREET CITY: TOLEDO STATE: OH ZIP: 43604 BUSINESS PHONE: 4192525500 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MANOR CARE OF MIAMISBURG INC CENTRAL INDEX KEY: 0001048371 IRS NUMBER: 521708219 STATE OF INCORPORATION: DE FISCAL YEAR END: 0531 FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-107481-10 FILM NUMBER: 03811955 BUSINESS ADDRESS: STREET 1: 333 NORTH SUMMIT STREET CITY: TOLEDO STATE: OH ZIP: 43604 BUSINESS PHONE: 4192525500 MAIL ADDRESS: STREET 1: 333 NORTH SUMMIT STREET CITY: TOLEDO STATE: OH ZIP: 43604 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MANOR CARE OF KANSAS INC CENTRAL INDEX KEY: 0001048363 IRS NUMBER: 521462071 STATE OF INCORPORATION: DE FISCAL YEAR END: 0531 FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-107481-15 FILM NUMBER: 03811960 BUSINESS ADDRESS: STREET 1: 333 NORTH SUMMIT STREET CITY: TOLETO STATE: OH ZIP: 43604 BUSINESS PHONE: 4192525500 MAIL ADDRESS: STREET 1: 333 NORTH SUMMIT STREET CITY: TOLEDO STATE: OH ZIP: 43604 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MANOR CARE OF CINCINNATI INC CENTRAL INDEX KEY: 0001048327 IRS NUMBER: 520943592 STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-107481-22 FILM NUMBER: 03811967 BUSINESS ADDRESS: STREET 1: 333 NORTH SUMMIT STREET CITY: TOLEDO STATE: OH ZIP: 43064 BUSINESS PHONE: 4192525500 MAIL ADDRESS: STREET 1: 333 NORTH SUMMIT STREET CITY: TOLEDO STATE: OH ZIP: 43604 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MANOR CARE OF CENTREVILLE INC CENTRAL INDEX KEY: 0001048325 IRS NUMBER: 521933544 STATE OF INCORPORATION: DE FISCAL YEAR END: 0531 FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-107481-24 FILM NUMBER: 03811969 BUSINESS ADDRESS: STREET 1: 333 NORTH SUMMIT STREET CITY: TOLEDO STATE: OH ZIP: 43604 BUSINESS PHONE: 4192525500 MAIL ADDRESS: STREET 1: 333 NORTH SUMMIT STREET CITY: TOLEDO STATE: OH ZIP: 43604 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MANOR CARE OF ARIZONA INC CENTRAL INDEX KEY: 0001048353 IRS NUMBER: 521751861 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-107481-29 FILM NUMBER: 03811974 BUSINESS ADDRESS: STREET 1: 333 NORTH SUMMIT STREET CITY: TOLEDO STATE: OH ZIP: 43604 BUSINESS PHONE: 4192525500 MAIL ADDRESS: STREET 1: 333 NORTH SUMMIT STREET CITY: TOLEDO STATE: OH ZIP: 43604 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LEADER NURSING & REHABILITATION CTR OF GLOUCESTER INC CENTRAL INDEX KEY: 0001048380 IRS NUMBER: 521352949 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-107481-37 FILM NUMBER: 03811982 BUSINESS ADDRESS: STREET 1: 333 NORTH SUMMIT STREET CITY: TOLEDO STATE: OH ZIP: 43604 BUSINESS PHONE: 4192525500 MAIL ADDRESS: STREET 1: 333 NORTH SUMMIT STREET CITY: TOLEDO STATE: OH ZIP: 43604 FILER: COMPANY DATA: COMPANY CONFORMED NAME: IONIA MANOR INC CENTRAL INDEX KEY: 0001139353 IRS NUMBER: 381749970 STATE OF INCORPORATION: MI FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-107481-44 FILM NUMBER: 03811989 BUSINESS ADDRESS: STREET 1: 333 NORTH SUMMIT STREET CITY: TOLEDO STATE: OH ZIP: 43604 BUSINESS PHONE: 4192525500 MAIL ADDRESS: STREET 1: 333 NORTH SUMMIT STREET CITY: TOLEDO STATE: OH ZIP: 43604 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HEARTLAND SERVICES CORP CENTRAL INDEX KEY: 0001139348 IRS NUMBER: 341760503 STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-107481-49 FILM NUMBER: 03811995 BUSINESS ADDRESS: STREET 1: 333 NORTH SUMMIT STREET CITY: TOLEDO STATE: OH ZIP: 43604 BUSINESS PHONE: 4192525500 MAIL ADDRESS: STREET 1: 333 NORTH SUMMIT STREET CITY: TOLEDO STATE: OH ZIP: 43604 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HEARTLAND REHABILITATION SERVICES OF FLORIDA INC CENTRAL INDEX KEY: 0001139346 IRS NUMBER: 952504386 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-107481-51 FILM NUMBER: 03811998 BUSINESS ADDRESS: STREET 1: 333 NORTH SUMMIT STREET CITY: TOLEDO STATE: OH ZIP: 43604 BUSINESS PHONE: 4192525500 MAIL ADDRESS: STREET 1: 333 NORTH SUMMIT STREET CITY: TOLEDO STATE: OH ZIP: 43604 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HEARTLAND CAREPARTNERS INC CENTRAL INDEX KEY: 0001139338 IRS NUMBER: 341838217 STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-107481-58 FILM NUMBER: 03812006 BUSINESS ADDRESS: STREET 1: 333 NORTH SUMMIT STREET CITY: TOLEDO STATE: OH ZIP: 43604 BUSINESS PHONE: 4192525500 MAIL ADDRESS: STREET 1: 333 NORTH SUMMIT STREET CITY: TOLEDO STATE: OH ZIP: 43604 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HCRA OF TEXAS INC CENTRAL INDEX KEY: 0001139335 IRS NUMBER: 742788668 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-107481-62 FILM NUMBER: 03812010 BUSINESS ADDRESS: STREET 1: 333 NORTH SUMMIT STREET CITY: TOLEDO STATE: OH ZIP: 43604 BUSINESS PHONE: 4192525500 MAIL ADDRESS: STREET 1: 333 NORTH SUMMIT STREET CITY: TOLEDO STATE: OH ZIP: 43604 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GENEVA ARDEN LLC CENTRAL INDEX KEY: 0001139319 IRS NUMBER: 522124930 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-107481-74 FILM NUMBER: 03812023 BUSINESS ADDRESS: STREET 1: 333 NORTH SUMMIT STREET CITY: TOLEDO STATE: OH ZIP: 43604 BUSINESS PHONE: 4192525500 MAIL ADDRESS: STREET 1: 333 NORTH SUMMIT STREET CITY: TOLEDO STATE: OH ZIP: 43604 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FOUR SEASONS NURSING CENTERS INC CENTRAL INDEX KEY: 0001048424 IRS NUMBER: 730783484 STATE OF INCORPORATION: DE FISCAL YEAR END: 0531 FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-107481-76 FILM NUMBER: 03812025 BUSINESS ADDRESS: STREET 1: 333 NORTH SUMMIT ST CITY: TOLEDO STATE: OH ZIP: 43604 BUSINESS PHONE: 4192525500 MAIL ADDRESS: STREET 1: 333 NORTH SUMMIT ST CITY: TOLEDO STATE: OH ZIP: 43604 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CRESTVIEW HILLS ARDEN LLC CENTRAL INDEX KEY: 0001139309 IRS NUMBER: 522092155 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-107481-86 FILM NUMBER: 03812035 BUSINESS ADDRESS: STREET 1: 333 NORTH SUMMIT STREET CITY: TOLEDO STATE: OH ZIP: 43604 BUSINESS PHONE: 4192525500 MAIL ADDRESS: STREET 1: 333 NORTH SUMMIT STREET CITY: TOLEDO STATE: OH ZIP: 43604 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CHARLES MANOR INC CENTRAL INDEX KEY: 0001048405 IRS NUMBER: 520902287 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-107481-96 FILM NUMBER: 03812047 BUSINESS ADDRESS: STREET 1: 333 NORTH SUMMIT STREET CITY: TOLEDO STATE: OH ZIP: 43604 BUSINESS PHONE: 4192525500 MAIL ADDRESS: STREET 1: 11555 DARNESTOWN ROAD CITY: GAITHERSBURG STATE: MD ZIP: 20878-3200 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BAINBRIDGE ARDEN LLC CENTRAL INDEX KEY: 0001139282 IRS NUMBER: 522098028 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-107481-104 FILM NUMBER: 03812055 BUSINESS ADDRESS: STREET 1: 333 NORTH SUMMIT STREET CITY: TOLEDO STATE: OH ZIP: 43604 BUSINESS PHONE: 4192525500 MAIL ADDRESS: STREET 1: 333 NORTH SUMMIT STREET CITY: TOLEDO STATE: OH ZIP: 43604 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ANCILLARY SERVICES MANAGEMENT INC CENTRAL INDEX KEY: 0001139279 IRS NUMBER: 34163874 STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-107481-108 FILM NUMBER: 03812059 BUSINESS ADDRESS: STREET 1: 333 NORTH SUMMIT STREE CITY: TOLEDO STATE: OH ZIP: 43604 BUSINESS PHONE: 4192525500 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MANORCARE HEALTH SERVICES INC CENTRAL INDEX KEY: 0001048354 IRS NUMBER: 520886946 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-107481-115 FILM NUMBER: 03812066 BUSINESS ADDRESS: STREET 1: 333 NORTH SUMMIT STREET CITY: TOLEDO STATE: OH ZIP: 43604 BUSINESS PHONE: 4192525500 MAIL ADDRESS: STREET 1: 333 NORTH SUMMIT STREET CITY: TOLEDO STATE: OH ZIP: 43604 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MANOR CARE OF YORK NORTH INC CENTRAL INDEX KEY: 0001048343 IRS NUMBER: 521314645 STATE OF INCORPORATION: PA FISCAL YEAR END: 0531 FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-107481-121 FILM NUMBER: 03812072 BUSINESS ADDRESS: STREET 1: 333 NORTH SUMMIT STREET CITY: TOLEDO STATE: OH ZIP: 43604 BUSINESS PHONE: 4192525500 MAIL ADDRESS: STREET 1: 333 NORTH SUMMIT STREET CITY: TOLEDO STATE: OH ZIP: 43604 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WILLIAMS VILLE ARDEN LLC CENTRAL INDEX KEY: 0001139455 IRS NUMBER: 522107735 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-107481-123 FILM NUMBER: 03812074 BUSINESS ADDRESS: STREET 1: 333 NORTH SUMMIT STREET CITY: TOLEDO STATE: OH ZIP: 43604 BUSINESS PHONE: 4192525500 MAIL ADDRESS: STREET 1: 333 NORTH SUMMIT STREET CITY: TOLEDO STATE: OH ZIP: 43604 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WALL ARDEN LLC CENTRAL INDEX KEY: 0001139444 IRS NUMBER: 522098990 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-107481-127 FILM NUMBER: 03812079 BUSINESS ADDRESS: STREET 1: 333 NORTH SUMMIT STREET CITY: TOLEDO STATE: OH ZIP: 43604 BUSINESS PHONE: 4192525500 MAIL ADDRESS: STREET 1: 333 NORTH SUMMIT STREET CITY: TOLEDO STATE: OH ZIP: 43604 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TOTALCARE CLINICAL LABORATORIES INC CENTRAL INDEX KEY: 0001048416 IRS NUMBER: 521740933 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-107481-129 FILM NUMBER: 03812081 BUSINESS ADDRESS: STREET 1: 333 NORTH SUMMIT STREET CITY: TOLEDO STATE: OH ZIP: 43604 BUSINESS PHONE: 4192525500 MAIL ADDRESS: STREET 1: 333 NORTH SUMMIT STREET CITY: TOLEDO STATE: OH ZIP: 43604 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TAMPA ARDEN LLC CENTRAL INDEX KEY: 0001139436 IRS NUMBER: 522113270 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-107481-134 FILM NUMBER: 03812086 BUSINESS ADDRESS: STREET 1: 333 NORTH SUMMIT STREET CITY: TOLEDO STATE: OH ZIP: 43604 BUSINESS PHONE: 4192525500 MAIL ADDRESS: STREET 1: 333 NORTH SUMMIT STREET CITY: TOLEDO STATE: OH ZIP: 43604 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SPRINGHILL MANOR INC CENTRAL INDEX KEY: 0001139432 IRS NUMBER: 381890497 STATE OF INCORPORATION: MI FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-107481-140 FILM NUMBER: 03812092 BUSINESS ADDRESS: STREET 1: 333 NORTH SUMMIT STREET CITY: TOLEDO STATE: OH ZIP: 43604 BUSINESS PHONE: 4192525500 MAIL ADDRESS: STREET 1: 333 NORTH SUMMIT STREET CITY: TOLEDO STATE: OH ZIP: 43604 FILER: COMPANY DATA: COMPANY CONFORMED NAME: RIDGEVIEW MANOR INC CENTRAL INDEX KEY: 0001139412 IRS NUMBER: 381734212 STATE OF INCORPORATION: MI FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-107481-147 FILM NUMBER: 03812102 BUSINESS ADDRESS: STREET 1: 333 NORTH SUMMIT STREET CITY: TOLEDO STATE: OH ZIP: 43604 BUSINESS PHONE: 4192525500 MAIL ADDRESS: STREET 1: 333 NORTH SUMMIT STREET CITY: TOLEDO STATE: OH ZIP: 43604 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PHYSICAL OCCUPATIONAL & SPEECH THERAPY INC CENTRAL INDEX KEY: 0001139405 IRS NUMBER: 593377552 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-107481-154 FILM NUMBER: 03812109 BUSINESS ADDRESS: STREET 1: 333 NORTH SUMMIT STREET CITY: TOLEDO STATE: OH ZIP: 43604 BUSINESS PHONE: 4192525500 MAIL ADDRESS: STREET 1: 333 NORTH SUMMIT STREET CITY: TOLEDO STATE: OH ZIP: 43604 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NEW MANORCARE HEALTH SERVICES INC CENTRAL INDEX KEY: 0001046030 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-SKILLED NURSING CARE FACILITIES [8051] IRS NUMBER: 522053999 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-107481-157 FILM NUMBER: 03812112 BUSINESS ADDRESS: STREET 1: 333 NORTH SUMMIT STREET CITY: TOLEDO STATE: OH ZIP: 43604 BUSINESS PHONE: 4192525500 MAIL ADDRESS: STREET 1: 333 NORTH SUMMIT STREET CITY: TOLEDO STATE: OH ZIP: 43604 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MANOR CARE OF WILLOUGHBY INC CENTRAL INDEX KEY: 0001048340 IRS NUMBER: 520970449 STATE OF INCORPORATION: OH FISCAL YEAR END: 0531 FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-107481-166 FILM NUMBER: 03812121 BUSINESS ADDRESS: STREET 1: 333 NORTH SUMMIT STREET CITY: TOLEDO STATE: OH ZIP: 43604 BUSINESS PHONE: 4192525500 MAIL ADDRESS: STREET 1: 333 NORTH SUMMIT STREET CITY: TOLEDO STATE: OH ZIP: 43604 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AMERICANA HEALTHCARE CENTER OF PALOS TOWNSHIP INC CENTRAL INDEX KEY: 0001139277 IRS NUMBER: 531352950 STATE OF INCORPORATION: IL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-107481-02 FILM NUMBER: 03811947 BUSINESS ADDRESS: STREET 1: 333 NORTH SUMMIT STREET CITY: TOLEDO STATE: OH ZIP: 43604 BUSINESS PHONE: 4192525500 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MANOR CARE OF ROLLING MEADOWS INC CENTRAL INDEX KEY: 0001048335 IRS NUMBER: 521077856 STATE OF INCORPORATION: IL FISCAL YEAR END: 0531 FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-107481-06 FILM NUMBER: 03811951 BUSINESS ADDRESS: STREET 1: 333 NORTH SUMMIT STREET CITY: TOLEDO STATE: OH ZIP: 43604 BUSINESS PHONE: 4192525500 MAIL ADDRESS: STREET 1: 333 NORTH SUMMIT STREET CITY: TOLEDO STATE: OH ZIP: 43604 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MANOR CARE OF PLANTATION INC CENTRAL INDEX KEY: 0001048334 IRS NUMBER: 521383874 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-107481-07 FILM NUMBER: 03811952 BUSINESS ADDRESS: STREET 1: 333 NORTH SUMMIT STREET CITY: TOLEDO STATE: MD ZIP: 43604 BUSINESS PHONE: 4192525500 MAIL ADDRESS: STREET 1: 333 NORTH SUMMIT STREET CITY: TOLEDO STATE: OH ZIP: 43604 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MANOR CARE OF MEADOW PARK INC CENTRAL INDEX KEY: 0001048367 IRS NUMBER: 521339998 STATE OF INCORPORATION: WA FISCAL YEAR END: 0531 FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-107481-11 FILM NUMBER: 03811956 BUSINESS ADDRESS: STREET 1: 333 NORTH SUMMIT STREET CITY: TOLEDO STATE: OH ZIP: 43604 BUSINESS PHONE: 4192525500 MAIL ADDRESS: STREET 1: 333 NORTH SUMMIT STREET CITY: TOLEDO STATE: OH ZIP: 43604 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MANOR CARE OF LARGO INC CENTRAL INDEX KEY: 0001048365 IRS NUMBER: 521065213 STATE OF INCORPORATION: MD FISCAL YEAR END: 0531 FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-107481-13 FILM NUMBER: 03811958 BUSINESS ADDRESS: STREET 1: 333 NORTH SUMMIT STREET CITY: TOLEDO STATE: OH ZIP: 43604 BUSINESS PHONE: 4192525500 MAIL ADDRESS: STREET 1: 333 NORTH SUMMIT STREET CITY: TOLEDO STATE: OH ZIP: 43604 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MANOR CARE OF HINSDALE INC CENTRAL INDEX KEY: 0001048361 IRS NUMBER: 520970446 STATE OF INCORPORATION: IL FISCAL YEAR END: 0531 FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-107481-16 FILM NUMBER: 03811961 BUSINESS ADDRESS: STREET 1: 333 NORTH SUMMIT STREET CITY: TOLEDO STATE: OH ZIP: 43604 BUSINESS PHONE: 4192525500 MAIL ADDRESS: STREET 1: 333 NORTH SUMMIT STREET CITY: TOLEDO STATE: OH ZIP: 43604 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MANOR CARE OF CHARLESTON INC CENTRAL INDEX KEY: 0001048326 IRS NUMBER: 521187059 STATE OF INCORPORATION: SC FISCAL YEAR END: 0531 FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-107481-23 FILM NUMBER: 03811968 BUSINESS ADDRESS: STREET 1: 333 NORTH SUMMIT STREET CITY: TOLEDO STATE: OH ZIP: 43604 BUSINESS PHONE: 4192525500 MAIL ADDRESS: STREET 1: 333 NORTH SUMMIT STREET CITY: TOLEDO STATE: OH ZIP: 43604 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MANOR CARE OF BOYNTON BEACH INC CENTRAL INDEX KEY: 0001048358 IRS NUMBER: 521288882 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-107481-26 FILM NUMBER: 03811971 BUSINESS ADDRESS: STREET 1: 333 NORTH SUMMIT STREET CITY: TOLEDO STATE: OH ZIP: 43604 BUSINESS PHONE: 4192525500 MAIL ADDRESS: STREET 1: 333 NORTH SUMMIT STREET CITY: TOLEDO STATE: OH ZIP: 43604 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MANOR CARE OF ARLINGTON INC CENTRAL INDEX KEY: 0001048355 IRS NUMBER: 521067426 STATE OF INCORPORATION: VA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-107481-28 FILM NUMBER: 03811973 BUSINESS ADDRESS: STREET 1: 333 NORTH SUMMIT STREET CITY: TOLEDO STATE: OH ZIP: 43604 BUSINESS PHONE: 4192525500 MAIL ADDRESS: STREET 1: 333 NORTH SUMMIT STREET CITY: TOLEDO STATE: OH ZIP: 43604 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LIVONIA ARDEN LLC CENTRAL INDEX KEY: 0001139366 IRS NUMBER: 522104704 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-107481-33 FILM NUMBER: 03811978 BUSINESS ADDRESS: STREET 1: 333 NORTH SUMMIT STREET CITY: TOLEDO STATE: OH ZIP: 43604 BUSINESS PHONE: 4192525500 MAIL ADDRESS: STREET 1: 333 NORTH SUMMIT STREET CITY: TOLEDO STATE: OH ZIP: 43604 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LEADER NURSING & REHABILITATION CTR OF BETHEL PARK INC CENTRAL INDEX KEY: 0001048382 IRS NUMBER: 521462046 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-107481-38 FILM NUMBER: 03811983 BUSINESS ADDRESS: STREET 1: 333 NORTH SUMMIT STREET CITY: TOLEDO STATE: OH ZIP: 43604 BUSINESS PHONE: 4192525500 MAIL ADDRESS: STREET 1: 333 NORTH SUMMIT STREET CITY: TOLEDO STATE: OH ZIP: 43604 FILER: COMPANY DATA: COMPANY CONFORMED NAME: JEFFERSON ARDEN LLC CENTRAL INDEX KEY: 0001139354 IRS NUMBER: 522111068 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-107481-42 FILM NUMBER: 03811987 BUSINESS ADDRESS: STREET 1: 333 NORTH SUMMIT STREET CITY: TOLEDO STATE: OH ZIP: 43604 BUSINESS PHONE: 4192525500 MAIL ADDRESS: STREET 1: 333 NORTH SUMMIT STREET CITY: TOLEDO STATE: OH ZIP: 43604 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HGCC OF ALLENTOWN INC CENTRAL INDEX KEY: 0000733427 IRS NUMBER: 232244532 STATE OF INCORPORATION: TN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-107481-47 FILM NUMBER: 03811992 BUSINESS ADDRESS: STREET 1: 333 NORTH SUMMIT ST CITY: TOLEDO STATE: OH ZIP: 43604 BUSINESS PHONE: 4192525500 MAIL ADDRESS: STREET 1: 333 NORTH SUMMIT ST CITY: TOLEDO STATE: OH ZIP: 43604 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LASKIN HERBERT RPT MCKENZIE JOHN RPT PHYS THERA PRO ASSO INC CENTRAL INDEX KEY: 0001139350 IRS NUMBER: 222137595 STATE OF INCORPORATION: NJ FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-107481-48 FILM NUMBER: 03811994 BUSINESS ADDRESS: STREET 1: 333 NORTH SUMMIT STREET CITY: TOLEDO STATE: OH ZIP: 43604 BUSINESS PHONE: 4192525500 MAIL ADDRESS: STREET 1: 333 NORTH SUMMIT STREET CITY: TOLEDO STATE: OH ZIP: 43604 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HEARTLAND MEDICAL INFORMATION SERVICES INC CENTRAL INDEX KEY: 0001139345 IRS NUMBER: 311488831 STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-107481-52 FILM NUMBER: 03812000 BUSINESS ADDRESS: STREET 1: 333 NORTH SUMMIT STREET CITY: TOLEDO STATE: OH ZIP: 43604 BUSINESS PHONE: 4192525500 MAIL ADDRESS: STREET 1: 333 NORTH SUMMIT STREET CITY: TOLEDO STATE: OH ZIP: 43604 FILER: COMPANY DATA: COMPANY CONFORMED NAME: REHABILITATION ASSOCIATES INC CENTRAL INDEX KEY: 0001139408 IRS NUMBER: 223290567 STATE OF INCORPORATION: NJ FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-107481-59 FILM NUMBER: 03812007 BUSINESS ADDRESS: STREET 1: 333 NORTH SUMMIT STREET CITY: TOLEDO STATE: OH ZIP: 43604 BUSINESS PHONE: 4192525500 MAIL ADDRESS: STREET 1: 333 NORTH SUMMIT STREET CITY: TOLEDO STATE: OH ZIP: 43604 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HCR REHABILITATION CORP CENTRAL INDEX KEY: 0001139334 IRS NUMBER: 341720345 STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-107481-63 FILM NUMBER: 03812012 BUSINESS ADDRESS: STREET 1: 333 NORTH SUMMIT STREET CITY: TOLEDO STATE: OH ZIP: 43604 BUSINESS PHONE: 4192525500 MAIL ADDRESS: STREET 1: 333 NORTH SUMMIT STREET CITY: TOLEDO STATE: OH ZIP: 43604 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HCR MANORCARE MEDICAL SERVICES OF FLORIDA INC CENTRAL INDEX KEY: 0001139331 IRS NUMBER: 650666550 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-107481-66 FILM NUMBER: 03812015 BUSINESS ADDRESS: STREET 1: 333 NORTH SUMMIT STREET CITY: TOLEDO STATE: OH ZIP: 43604 BUSINESS PHONE: 4192525500 MAIL ADDRESS: STREET 1: 333 NORTH SUMMIT STREET CITY: TOLEDO STATE: OH ZIP: 43604 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HCR HOME HEALTH CARE & HOSPICE INC CENTRAL INDEX KEY: 0001139326 IRS NUMBER: 341787978 STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-107481-70 FILM NUMBER: 03812019 BUSINESS ADDRESS: STREET 1: 333 NORTH SUMMIT STREET CITY: TOLEDO STATE: OH ZIP: 43604 BUSINESS PHONE: 4192525500 MAIL ADDRESS: STREET 1: 333 NORTH SUMMIT STREET CITY: TOLEDO STATE: OH ZIP: 43604 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FRESNO ARDEN LLC CENTRAL INDEX KEY: 0001139318 IRS NUMBER: 522098630 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-107481-75 FILM NUMBER: 03812024 BUSINESS ADDRESS: STREET 1: 333 NORTH SUMMIT STREET CITY: TOLEDO STATE: OH ZIP: 43604 BUSINESS PHONE: 4192525500 MAIL ADDRESS: STREET 1: 333 NORTH SUMMIT STREET CITY: TOLEDO STATE: OH ZIP: 43604 FILER: COMPANY DATA: COMPANY CONFORMED NAME: EYE Q NETWORK INC CENTRAL INDEX KEY: 0001139316 IRS NUMBER: 341760305 STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-107481-78 FILM NUMBER: 03812027 BUSINESS ADDRESS: STREET 1: 333 NORTH SUMMIT STREET CITY: TOLEDO STATE: OH ZIP: 43604 BUSINESS PHONE: 4192525500 MAIL ADDRESS: STREET 1: 333 NORTH SUMMIT STREET CITY: TOLEDO STATE: OH ZIP: 43604 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DIVERSIFIED REHABILITATION SERVICES INC CENTRAL INDEX KEY: 0001139310 IRS NUMBER: 382690352 STATE OF INCORPORATION: MI FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-107481-82 FILM NUMBER: 03812031 BUSINESS ADDRESS: STREET 1: 333 NORTH SUMMIT STREET CITY: TOLEDO STATE: OH ZIP: 43604 BUSINESS PHONE: 4192525500 MAIL ADDRESS: STREET 1: 333 NORTH SUMMIT STREET CITY: TOLEDO STATE: OH ZIP: 43604 FILER: COMPANY DATA: COMPANY CONFORMED NAME: COLEWOOD LTD PARTNERSHIP CENTRAL INDEX KEY: 0001139295 IRS NUMBER: 521335634 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-107481-88 FILM NUMBER: 03812037 BUSINESS ADDRESS: STREET 1: 333 NORTH SUMMIT STREET CITY: TOLEDO STATE: OH ZIP: 43604 BUSINESS PHONE: 4192525500 MAIL ADDRESS: STREET 1: 333 NORTH SUMMIT STREET CITY: TOLEDO STATE: OH ZIP: 43604 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CLAIRE BRIDGE OF KENWOOD LLC CENTRAL INDEX KEY: 0001139291 IRS NUMBER: 391973322 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-107481-92 FILM NUMBER: 03812042 BUSINESS ADDRESS: STREET 1: 333 NORTH SUMMIT STREET CITY: TOLEDO STATE: OH ZIP: 43604 BUSINESS PHONE: 4192525500 MAIL ADDRESS: STREET 1: 333 NORTH SUMMIT STREET CITY: TOLEDO STATE: OH ZIP: 43604 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CHESAPEAKE MANOR INC CENTRAL INDEX KEY: 0001048406 IRS NUMBER: 520902288 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-107481-95 FILM NUMBER: 03812045 BUSINESS ADDRESS: STREET 1: 333 NORTH SUMMIT STREET CITY: TOLEDO STATE: OH ZIP: 43604 BUSINESS PHONE: 4192525500 MAIL ADDRESS: STREET 1: 11555 DARNESTOWN ROAD CITY: GAITHERSBURG STATE: MD ZIP: 20878-3200 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BLUE RIDGE REHABILITATION SERVICES INC CENTRAL INDEX KEY: 0001139286 IRS NUMBER: 541508699 STATE OF INCORPORATION: VA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-107481-100 FILM NUMBER: 03812051 BUSINESS ADDRESS: STREET 1: 333 NORTH SUMMIT STREET CITY: TOLEDO STATE: OH ZIP: 43604 BUSINESS PHONE: 4192525500 MAIL ADDRESS: STREET 1: 333 NORTH SUMMIT STREET CITY: TOLEDO STATE: OH ZIP: 43604 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BINGHAM FARMS ARDEN LLC CENTRAL INDEX KEY: 0001139284 IRS NUMBER: 522106495 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-107481-102 FILM NUMBER: 03812053 BUSINESS ADDRESS: STREET 1: 333 NORTH SUMMIT STREET CITY: TOLEDO STATE: OH ZIP: 43604 BUSINESS PHONE: 4192525500 MAIL ADDRESS: STREET 1: 333 NORTH SUMMIT STREET CITY: TOLEDO STATE: OH ZIP: 43604 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MANOR CARE PROPERTIES INC CENTRAL INDEX KEY: 0001058715 IRS NUMBER: 522061834 STATE OF INCORPORATION: DE FISCAL YEAR END: 0531 FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-107481-119 FILM NUMBER: 03812070 BUSINESS ADDRESS: STREET 1: 333 NORTH SUMMIT STREET CITY: TOLEDO STATE: OH ZIP: 43604 BUSINESS PHONE: 4192525500 MAIL ADDRESS: STREET 1: 333 NORTH SUMMIT STREET CITY: TOLEDO STATE: OH ZIP: 43604 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MANOR CARE OF YORK SOUTH INC CENTRAL INDEX KEY: 0001048344 IRS NUMBER: 521314644 STATE OF INCORPORATION: PA FISCAL YEAR END: 0531 FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-107481-120 FILM NUMBER: 03812071 BUSINESS ADDRESS: STREET 1: 333 NORTH SUMMIT STREET CITY: TOLEDO STATE: OH ZIP: 43604 BUSINESS PHONE: 4192525500 MAIL ADDRESS: STREET 1: 333 NORTH SUMMIT STREET CITY: TOLEDO STATE: OH ZIP: 43604 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MANOR CARE INC CENTRAL INDEX KEY: 0000878736 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-SKILLED NURSING CARE FACILITIES [8051] IRS NUMBER: 341687107 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-107481 FILM NUMBER: 03812075 BUSINESS ADDRESS: STREET 1: 333 N. SUMMIT STREET CITY: TOLEDO STATE: OH ZIP: 43604-2617 BUSINESS PHONE: 4192525500 MAIL ADDRESS: STREET 1: P.O. BOX 10086 CITY: TOLEDO STATE: OH ZIP: 43699-0086 FORMER COMPANY: FORMER CONFORMED NAME: HCR MANOR CARE INC DATE OF NAME CHANGE: 19981001 FORMER COMPANY: FORMER CONFORMED NAME: HEALTH CARE & RETIREMENT CORP / DE DATE OF NAME CHANGE: 19930328 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TUSCAWILLA ARDEN LLC CENTRAL INDEX KEY: 0001139442 IRS NUMBER: 522092162 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-107481-128 FILM NUMBER: 03812080 BUSINESS ADDRESS: STREET 1: 333 NORTH SUMMIT STREET CITY: TOLEDO STATE: OH ZIP: 43604 BUSINESS PHONE: 4192525500 MAIL ADDRESS: STREET 1: 333 NORTH SUMMIT STREET CITY: TOLEDO STATE: OH ZIP: 43604 FILER: COMPANY DATA: COMPANY CONFORMED NAME: THREE RIVERS MANOR INC CENTRAL INDEX KEY: 0001139439 IRS NUMBER: 382479940 STATE OF INCORPORATION: MI FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-107481-130 FILM NUMBER: 03812082 BUSINESS ADDRESS: STREET 1: 333 NORTH SUMMIT STREET CITY: TOLEDO STATE: OH ZIP: 43604 BUSINESS PHONE: 4192525500 MAIL ADDRESS: STREET 1: 333 NORTH SUMMIT STREET CITY: TOLEDO STATE: OH ZIP: 43604 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NIGHTINGALE NURSING HOME INC CENTRAL INDEX KEY: 0001048396 IRS NUMBER: 231719762 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-107481-133 FILM NUMBER: 03812085 BUSINESS ADDRESS: STREET 1: 333 NORTH SUMMIT STREET CITY: TOLEDO STATE: OH ZIP: 43604 BUSINESS PHONE: 4192525500 MAIL ADDRESS: STREET 1: 333 NORTH SUMMIT STREET CITY: TOLEDO STATE: OH ZIP: 43604 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SUSQUEHANNA ARDEN LLC CENTRAL INDEX KEY: 0001139434 IRS NUMBER: 522124933 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-107481-135 FILM NUMBER: 03812087 BUSINESS ADDRESS: STREET 1: 333 NORTH SUMMIT STREET CITY: TOLEDO STATE: OH ZIP: 43604 BUSINESS PHONE: 4192525500 MAIL ADDRESS: STREET 1: 333 NORTH SUMMIT STREET CITY: TOLEDO STATE: OH ZIP: 43604 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SILVER SPRING WHEATON NURSING HOME INC CENTRAL INDEX KEY: 0001048402 IRS NUMBER: 530245649 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-107481-141 FILM NUMBER: 03812094 BUSINESS ADDRESS: STREET 1: 333 NORTH SUMMIT STREET CITY: TOLEDO STATE: OH ZIP: 43604 BUSINESS PHONE: 4192525500 MAIL ADDRESS: STREET 1: 333 NORTH SUMMIT STREET CITY: TOLEDO STATE: OH ZIP: 43604 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SILVER SPRING ARDEN LLC CENTRAL INDEX KEY: 0001139430 IRS NUMBER: 522107728 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-107481-142 FILM NUMBER: 03812095 BUSINESS ADDRESS: STREET 1: 333 NORTH SUMMIT STREET CITY: TOLEDO STATE: OH ZIP: 43604 BUSINESS PHONE: 4192525500 MAIL ADDRESS: STREET 1: 333 NORTH SUMMIT STREET CITY: TOLEDO STATE: OH ZIP: 43604 FILER: COMPANY DATA: COMPANY CONFORMED NAME: RVA MANAGEMENT SERVICES INC CENTRAL INDEX KEY: 0001139417 IRS NUMBER: 341791517 STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-107481-144 FILM NUMBER: 03812097 BUSINESS ADDRESS: STREET 1: 333 NORTH SUMMIT STREET CITY: TOLEDO STATE: OH ZIP: 43604 BUSINESS PHONE: 4192525500 MAIL ADDRESS: STREET 1: 333 NORTH SUMMIT STREET CITY: TOLEDO STATE: OH ZIP: 43604 FILER: COMPANY DATA: COMPANY CONFORMED NAME: REHABILITATION SERVICES OF ROANOKE INC CENTRAL INDEX KEY: 0001139409 IRS NUMBER: 540993013 STATE OF INCORPORATION: VA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-107481-150 FILM NUMBER: 03812105 BUSINESS ADDRESS: STREET 1: 333 NORTH SUMMIT STREET CITY: TOLEDO STATE: OH ZIP: 43604 BUSINESS PHONE: 4192525500 MAIL ADDRESS: STREET 1: 333 NORTH SUMMIT STREET CITY: TOLEDO STATE: OH ZIP: 43604 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PNEUMATIC CONCRETE INC CENTRAL INDEX KEY: 0001048375 IRS NUMBER: 620716951 STATE OF INCORPORATION: TN FISCAL YEAR END: 0531 FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-107481-153 FILM NUMBER: 03812108 BUSINESS ADDRESS: STREET 1: 333 NORTH SUMMIT STREET CITY: TOLEDO STATE: OH ZIP: 43604 BUSINESS PHONE: 4192525500 MAIL ADDRESS: STREET 1: 333 NORTH SUMMIT STREET CITY: TOLEDO STATE: OH ZIP: 43604 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PERRYSBURG PHYSICAL THERAPY INC CENTRAL INDEX KEY: 0001139401 IRS NUMBER: 341363071 STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-107481-155 FILM NUMBER: 03812110 BUSINESS ADDRESS: STREET 1: 333 NORTH SUMMIT STREET CITY: TOLEDO STATE: OH ZIP: 43604 BUSINESS PHONE: 4192525500 MAIL ADDRESS: STREET 1: 333 NORTH SUMMIT STREET CITY: TOLEDO STATE: OH ZIP: 43604 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MNR FINANCE CORP CENTRAL INDEX KEY: 0001048345 IRS NUMBER: 510348281 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-107481-160 FILM NUMBER: 03812115 BUSINESS ADDRESS: STREET 1: 333 NORTH SUMMIT STREET CITY: TOLEDO STATE: OH ZIP: 43604 BUSINESS PHONE: 4192525500 MAIL ADDRESS: STREET 1: 333 NORTH SUMMIT STREET CITY: TOLEDO STATE: OH ZIP: 43604 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LINCOLN HEALTHCARE INC CENTRAL INDEX KEY: 0001139364 IRS NUMBER: 341352822 STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-107481-34 FILM NUMBER: 03811979 BUSINESS ADDRESS: STREET 1: 333 NORTH SUMMIT STREET CITY: TOLEDO STATE: OH ZIP: 43604 BUSINESS PHONE: 4192525500 MAIL ADDRESS: STREET 1: 333 NORTH SUMMIT STREET CITY: TOLEDO STATE: OH ZIP: 43604 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KENSINGTON MANOR INC CENTRAL INDEX KEY: 0001139357 IRS NUMBER: 591289690 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-107481-41 FILM NUMBER: 03811986 BUSINESS ADDRESS: STREET 1: 333 NORTH SUMMIT STREET CITY: TOLEDO STATE: OH ZIP: 43604 BUSINESS PHONE: 4192525500 MAIL ADDRESS: STREET 1: 333 NORTH SUMMIT STREET CITY: TOLEDO STATE: OH ZIP: 43604 FILER: COMPANY DATA: COMPANY CONFORMED NAME: IN HOME HEALTH INC /MN/ CENTRAL INDEX KEY: 0000818645 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-HOME HEALTH CARE SERVICES [8082] IRS NUMBER: 411458213 STATE OF INCORPORATION: MN FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-107481-46 FILM NUMBER: 03811991 BUSINESS ADDRESS: STREET 1: 333 NORTH SUMMIT ST CITY: TOLEDO STATE: OH ZIP: 43604 BUSINESS PHONE: 4192525500 MAIL ADDRESS: STREET 1: 333 NORTH SUMMIT ST CITY: TOLEDO STATE: OH ZIP: 43604 FORMER COMPANY: FORMER CONFORMED NAME: IN HOME HEALTH INC DATE OF NAME CHANGE: 19880803 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HEARTLAND HOSPICE SERVICES INC CENTRAL INDEX KEY: 0001139343 IRS NUMBER: 341788398 STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-107481-54 FILM NUMBER: 03812002 BUSINESS ADDRESS: STREET 1: 333 NORTH SUMMIT STREET CITY: TOLEDO STATE: OH ZIP: 43604 BUSINESS PHONE: 4192525500 MAIL ADDRESS: STREET 1: 333 NORTH SUMMIT STREET CITY: TOLEDO STATE: OH ZIP: 43604 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HCR INFORMATION CORP CENTRAL INDEX KEY: 0001139330 IRS NUMBER: 311494764 STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-107481-67 FILM NUMBER: 03812016 BUSINESS ADDRESS: STREET 1: 333 NORTH SUMMIT STREET CITY: TOLEDO STATE: OH ZIP: 43604 BUSINESS PHONE: 4192525500 MAIL ADDRESS: STREET 1: 333 NORTH SUMMIT STREET CITY: TOLEDO STATE: OH ZIP: 43604 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GREENVIEW MANOR INC CENTRAL INDEX KEY: 0001139321 IRS NUMBER: 386062040 STATE OF INCORPORATION: MI FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-107481-72 FILM NUMBER: 03812021 BUSINESS ADDRESS: STREET 1: 333 NORTH SUMMIT STREET CITY: TOLEDO STATE: OH ZIP: 43604 BUSINESS PHONE: 4192525500 MAIL ADDRESS: STREET 1: 333 NORTH SUMMIT STREET CITY: TOLEDO STATE: OH ZIP: 43604 FILER: COMPANY DATA: COMPANY CONFORMED NAME: EXECUTIVE ADVERTISING INC CENTRAL INDEX KEY: 0001048387 IRS NUMBER: 520912751 STATE OF INCORPORATION: MD FISCAL YEAR END: 0531 FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-107481-79 FILM NUMBER: 03812028 BUSINESS ADDRESS: STREET 1: 333 NORTH SUMMIT ST CITY: TOLEDO STATE: OH ZIP: 43604 BUSINESS PHONE: 4192525500 MAIL ADDRESS: STREET 1: 333 NORTH SUMMIT ST CITY: TOLEDO STATE: OH ZIP: 43604 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BIRCHWOOD MANOR INC CENTRAL INDEX KEY: 0001139285 IRS NUMBER: 381719951 STATE OF INCORPORATION: MI FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-107481-101 FILM NUMBER: 03812052 BUSINESS ADDRESS: STREET 1: 333 NORTH SUMMIT STREET CITY: TOLEDO STATE: OH ZIP: 43604 BUSINESS PHONE: 4192525500 MAIL ADDRESS: STREET 1: 333 NORTH SUMMIT STREET CITY: TOLEDO STATE: OH ZIP: 43604 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MESQUITE HOSPITAL LLC CENTRAL INDEX KEY: 0001139376 IRS NUMBER: 522229486 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-107481-111 FILM NUMBER: 03812062 BUSINESS ADDRESS: STREET 1: 333 NORTH SUMMIT STREET CITY: TOLEDO STATE: OH ZIP: 43604 BUSINESS PHONE: 4192525500 MAIL ADDRESS: STREET 1: 333 NORTH SUMMIT STREET CITY: TOLEDO STATE: OH ZIP: 43604 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MANORCARE HEALTH SERVICES OF BOYNTON BEACH INC CENTRAL INDEX KEY: 0001139370 IRS NUMBER: 522055100 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-107481-118 FILM NUMBER: 03812069 BUSINESS ADDRESS: STREET 1: 333 NORTH SUMMIT STREET CITY: TOLEDO STATE: OH ZIP: 43604 BUSINESS PHONE: 4192525500 MAIL ADDRESS: STREET 1: 333 NORTH SUMMIT STREET CITY: TOLEDO STATE: OH ZIP: 43604 FILER: COMPANY DATA: COMPANY CONFORMED NAME: THERASPORT PHYSICAL THERAPY INC CENTRAL INDEX KEY: 0001139438 IRS NUMBER: 383324355 STATE OF INCORPORATION: MI FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-107481-131 FILM NUMBER: 03812083 BUSINESS ADDRESS: STREET 1: 333 NORTH SUMMIT STREET CITY: TOLEDO STATE: OH ZIP: 43604 BUSINESS PHONE: 4192525500 MAIL ADDRESS: STREET 1: 333 NORTH SUMMIT STREET CITY: TOLEDO STATE: OH ZIP: 43604 FILER: COMPANY DATA: COMPANY CONFORMED NAME: STRATFORD MANOR INC CENTRAL INDEX KEY: 0001048385 IRS NUMBER: 520902020 STATE OF INCORPORATION: VA FISCAL YEAR END: 0531 FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-107481-138 FILM NUMBER: 03812090 BUSINESS ADDRESS: STREET 1: 333 NORTH SUMMIT STREET CITY: TOLEDO STATE: OH ZIP: 43604 BUSINESS PHONE: 4192525500 MAIL ADDRESS: STREET 1: 333 NORTH SUMMIT STREET CITY: TOLEDO STATE: OH ZIP: 43604 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ROLAND PARK NURSING CENTER INC CENTRAL INDEX KEY: 0001048401 IRS NUMBER: 521890169 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-107481-145 FILM NUMBER: 03812100 BUSINESS ADDRESS: STREET 1: 333 NORTH SUMMIT STREET CITY: TOLEDO STATE: OH ZIP: 43604 BUSINESS PHONE: 4192525500 MAIL ADDRESS: STREET 1: 333 NORTH SUMMIT STREET CITY: TOLEDO STATE: OH ZIP: 43604 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MRC REHABILITATION INC CENTRAL INDEX KEY: 0001139394 IRS NUMBER: 593357644 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-107481-159 FILM NUMBER: 03812114 BUSINESS ADDRESS: STREET 1: 333 NORTH SUMMIT STREET CITY: TOLEDO STATE: OH ZIP: 43604 BUSINESS PHONE: 4192525500 MAIL ADDRESS: STREET 1: 333 NORTH SUMMIT STREET CITY: TOLEDO STATE: OH ZIP: 43604 FORMER COMPANY: FORMER CONFORMED NAME: MRH REHABILITATION INC DATE OF NAME CHANGE: 20010427 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MILESTONE HEALTHCARE INC CENTRAL INDEX KEY: 0001018156 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-SPECIALTY OUTPATIENT FACILITIES, NEC [8093] IRS NUMBER: 752592398 STATE OF INCORPORATION: DE FISCAL YEAR END: 0531 FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-107481-164 FILM NUMBER: 03812119 BUSINESS ADDRESS: STREET 1: 333 NORTH SUMMIT STREET CITY: TOLEDO STATE: OH ZIP: 43604 BUSINESS PHONE: 4192525500 MAIL ADDRESS: STREET 1: 333 NORTH SUMMIT STREET CITY: TOLEDO STATE: OH ZIP: 43604 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AMERICANA HEALTHCARE CORP OF GEORGIA CENTRAL INDEX KEY: 0001048369 IRS NUMBER: 371087694 STATE OF INCORPORATION: GA FISCAL YEAR END: 0531 FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-107481-01 FILM NUMBER: 03811946 BUSINESS ADDRESS: STREET 1: 333 NORTH SUMMIT STREET CITY: TOLEDO STATE: OH ZIP: 43604 BUSINESS PHONE: 4192525500 MAIL ADDRESS: STREET 1: 11555 DARNESTOWN RD CITY: GAITHERSBURG STATE: MD ZIP: 20878-3200 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MANOR CARE OF NORTH OLMSTED INC CENTRAL INDEX KEY: 0001048372 IRS NUMBER: 520970448 STATE OF INCORPORATION: OH FISCAL YEAR END: 0531 FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-107481-09 FILM NUMBER: 03811954 BUSINESS ADDRESS: STREET 1: 333 NORTH SUMMIT STREET CITY: TOLEDO STATE: OH ZIP: 43604 BUSINESS PHONE: 4192525500 MAIL ADDRESS: STREET 1: 333 NORTH SUMMIT STREET CITY: TOLEDO STATE: OH ZIP: 43604 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MANOR CARE OF DELAWARE COUNTY INC CENTRAL INDEX KEY: 0001048329 IRS NUMBER: 521916053 STATE OF INCORPORATION: DE FISCAL YEAR END: 0531 FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-107481-19 FILM NUMBER: 03811964 BUSINESS ADDRESS: STREET 1: 333 NORTH SUMMIT STREET CITY: TOLEDO STATE: OH ZIP: 43604 BUSINESS PHONE: 4192525500 MAIL ADDRESS: STREET 1: 333 NORTH SUMMIT STREET CITY: TOLEDO STATE: OH ZIP: 43604 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MANOR CARE OF CANTON INC CENTRAL INDEX KEY: 0001048324 IRS NUMBER: 521019576 STATE OF INCORPORATION: OH FISCAL YEAR END: 0531 FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-107481-25 FILM NUMBER: 03811970 BUSINESS ADDRESS: STREET 1: 333 NORTH SUMMIT STREET CITY: TOLEDO STATE: OH ZIP: 43604 BUSINESS PHONE: 4192525500 MAIL ADDRESS: STREET 1: 333 NORTH SUMMIT STREET CITY: TOLEDO STATE: OH ZIP: 43604 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KENWOOD ARDEN LLC CENTRAL INDEX KEY: 0001139359 IRS NUMBER: 522116657 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-107481-40 FILM NUMBER: 03811985 BUSINESS ADDRESS: STREET 1: 333 NORTH SUMMIT STREET CITY: TOLEDO STATE: OH ZIP: 43604 BUSINESS PHONE: 4192525500 MAIL ADDRESS: STREET 1: 333 NORTH SUMMIT STREET CITY: TOLEDO STATE: OH ZIP: 43604 FILER: COMPANY DATA: COMPANY CONFORMED NAME: INDUSTRIAL WASTES INC CENTRAL INDEX KEY: 0001048350 IRS NUMBER: 251264509 STATE OF INCORPORATION: PA FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-107481-45 FILM NUMBER: 03811990 BUSINESS ADDRESS: STREET 1: 333 NORTH SUMMIT ST CITY: TOLEDO STATE: OH ZIP: 43604 BUSINESS PHONE: 4192525500 MAIL ADDRESS: STREET 1: 333 NORTH SUMMIT ST CITY: TOLEDO STATE: OH ZIP: 43604 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HEARTLAND HOME HEALTH CARE SERVICES INC CENTRAL INDEX KEY: 0001139341 IRS NUMBER: 341787967 STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-107481-55 FILM NUMBER: 03812003 BUSINESS ADDRESS: STREET 1: 333 NORTH SUMMIT STREET CITY: TOLEDO STATE: OH ZIP: 43604 BUSINESS PHONE: 4192525500 MAIL ADDRESS: STREET 1: 333 NORTH SUMMIT STREET CITY: TOLEDO STATE: OH ZIP: 43604 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HCR HOSPITAL LLC CENTRAL INDEX KEY: 0001139329 IRS NUMBER: 912039256 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-107481-68 FILM NUMBER: 03812017 BUSINESS ADDRESS: STREET 1: 333 NORTH SUMMIT STREET CITY: TOLEDO STATE: OH ZIP: 43604 BUSINESS PHONE: 4192525500 MAIL ADDRESS: STREET 1: 333 NORTH SUMMIT STREET CITY: TOLEDO STATE: OH ZIP: 43604 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HANOVER ARDEN LLC CENTRAL INDEX KEY: 0001139323 IRS NUMBER: 522098633 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-107481-71 FILM NUMBER: 03812020 BUSINESS ADDRESS: STREET 1: 333 NORTH SUMMIT STREET CITY: TOLEDO STATE: OH ZIP: 43604 BUSINESS PHONE: 4192525500 MAIL ADDRESS: STREET 1: 333 NORTH SUMMIT STREET CITY: TOLEDO STATE: OH ZIP: 43604 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FIRST LOUISVILLE ARDEN LLC CENTRAL INDEX KEY: 0001139317 IRS NUMBER: 522092159 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-107481-77 FILM NUMBER: 03812026 BUSINESS ADDRESS: STREET 1: 333 NORTH SUMMIT STREET CITY: TOLEDO STATE: OH ZIP: 43604 BUSINESS PHONE: 4192525500 MAIL ADDRESS: STREET 1: 333 NORTH SUMMIT STREET CITY: TOLEDO STATE: OH ZIP: 43604 FILER: COMPANY DATA: COMPANY CONFORMED NAME: COLONIE ARDEN LLC CENTRAL INDEX KEY: 0001139308 IRS NUMBER: 522130894 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-107481-87 FILM NUMBER: 03812036 BUSINESS ADDRESS: STREET 1: 333 NORTH SUMMIT STREET CITY: TOLEDO STATE: OH ZIP: 43604 BUSINESS PHONE: 4192525500 MAIL ADDRESS: STREET 1: 333 NORTH SUMMIT STREET CITY: TOLEDO STATE: OH ZIP: 43604 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CLAIRE BRIDGE OF SUSQUEHANNA LLC CENTRAL INDEX KEY: 0001139293 IRS NUMBER: 391973366 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-107481-90 FILM NUMBER: 03812040 BUSINESS ADDRESS: STREET 1: 333 NORTH SUMMIT STREET CITY: TOLEDO STATE: OH ZIP: 43604 BUSINESS PHONE: 4192525500 MAIL ADDRESS: STREET 1: 333 NORTH SUMMIT STREET CITY: TOLEDO STATE: OH ZIP: 43604 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CANTERBURY VILLAGE INC CENTRAL INDEX KEY: 0001139288 IRS NUMBER: 382032536 STATE OF INCORPORATION: MI FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-107481-97 FILM NUMBER: 03812048 BUSINESS ADDRESS: STREET 1: 333 NORTH SUMMIT STREET CITY: TOLEDO STATE: OH ZIP: 43604 BUSINESS PHONE: 4192525500 MAIL ADDRESS: STREET 1: 333 NORTH SUMMIT STREET CITY: TOLEDO STATE: OH ZIP: 43604 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MANOR CARE OF WILMINGTON INC CENTRAL INDEX KEY: 0001048341 IRS NUMBER: 521252362 STATE OF INCORPORATION: DE FISCAL YEAR END: 0531 FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-107481-122 FILM NUMBER: 03812073 BUSINESS ADDRESS: STREET 1: 333 NORTH SUMMIT STREET CITY: TOLEDO STATE: OH ZIP: 43604 BUSINESS PHONE: 4192525500 MAIL ADDRESS: STREET 1: 333 NORTH SUMMIT STREET CITY: TOLEDO STATE: OH ZIP: 43604 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WARMINSTER ARDEN LLC CENTRAL INDEX KEY: 0001139446 IRS NUMBER: 522124931 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-107481-126 FILM NUMBER: 03812078 BUSINESS ADDRESS: STREET 1: 333 NORTH SUMMIT STREET CITY: TOLEDO STATE: OH ZIP: 43604 BUSINESS PHONE: 4192525500 MAIL ADDRESS: STREET 1: 333 NORTH SUMMIT STREET CITY: TOLEDO STATE: OH ZIP: 43604 FILER: COMPANY DATA: COMPANY CONFORMED NAME: THERAPY ASSOCIATES INC CENTRAL INDEX KEY: 0001139437 IRS NUMBER: 541234646 STATE OF INCORPORATION: VA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-107481-132 FILM NUMBER: 03812084 BUSINESS ADDRESS: STREET 1: 333 NORTH SUMMIT STREET CITY: TOLEDO STATE: OH ZIP: 43604 BUSINESS PHONE: 4192525500 MAIL ADDRESS: STREET 1: 333 NORTH SUMMIT STREET CITY: TOLEDO STATE: OH ZIP: 43604 FILER: COMPANY DATA: COMPANY CONFORMED NAME: REHABILITATION ADMINISTRATION CORP CENTRAL INDEX KEY: 0001139407 IRS NUMBER: 611295825 STATE OF INCORPORATION: KY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-107481-151 FILM NUMBER: 03812106 BUSINESS ADDRESS: STREET 1: 333 NORTH SUMMIT STREET CITY: TOLEDO STATE: OH ZIP: 43604 BUSINESS PHONE: 4192525500 MAIL ADDRESS: STREET 1: 333 NORTH SUMMIT STREET CITY: TOLEDO STATE: OH ZIP: 43604 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PEAK REHABILITATION INC CENTRAL INDEX KEY: 0001048397 IRS NUMBER: 521833202 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-107481-156 FILM NUMBER: 03812111 BUSINESS ADDRESS: STREET 1: 333 NORTH SUMMIT STREET CITY: TOLEDO STATE: OH ZIP: 43604 BUSINESS PHONE: 4192525500 MAIL ADDRESS: STREET 1: 333 NORTH SUMMIT STREET CITY: TOLEDO STATE: OH ZIP: 43604 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MILESTONE THERAPY SERVICES INC CENTRAL INDEX KEY: 0001139391 IRS NUMBER: 752406307 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-107481-161 FILM NUMBER: 03812116 BUSINESS ADDRESS: STREET 1: 333 NORTH SUMMIT STREET CITY: TOLEDO STATE: OH ZIP: 43604 BUSINESS PHONE: 4192525500 MAIL ADDRESS: STREET 1: 333 NORTH SUMMIT STREET CITY: TOLEDO STATE: OH ZIP: 43604 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HCR HOSPITAL HOLDING CO INC CENTRAL INDEX KEY: 0001139328 IRS NUMBER: 922038485 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-107481-69 FILM NUMBER: 03812018 BUSINESS ADDRESS: STREET 1: 333 NORTH SUMMIT STREET CITY: TOLEDO STATE: OH ZIP: 43604 BUSINESS PHONE: 4192525500 MAIL ADDRESS: STREET 1: 333 NORTH SUMMIT STREET CITY: TOLEDO STATE: OH ZIP: 43604 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SAN ANTONIO ARDEN LLC CENTRAL INDEX KEY: 0001139425 IRS NUMBER: 522106496 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-107481-143 FILM NUMBER: 03812096 BUSINESS ADDRESS: STREET 1: 333 NORTH SUMMIT STREET CITY: TOLEDO STATE: OH ZIP: 43604 BUSINESS PHONE: 4192525500 MAIL ADDRESS: STREET 1: 333 NORTH SUMMIT STREET CITY: TOLEDO STATE: OH ZIP: 43604 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MANOR CARE OF DUNEDIN INC CENTRAL INDEX KEY: 0001048330 IRS NUMBER: 521252397 STATE OF INCORPORATION: FL FISCAL YEAR END: 0531 FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-107481-18 FILM NUMBER: 03811963 BUSINESS ADDRESS: STREET 1: 333 NORTH SUMMIT STREET CITY: TOLEDO STATE: OH ZIP: 43604 BUSINESS PHONE: 4192525500 MAIL ADDRESS: STREET 1: 333 NORTH SUMMIT STREET CITY: TOLEDO STATE: OH ZIP: 43604 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HEARTLAND MANAGEMENT SERVICES INC CENTRAL INDEX KEY: 0001139344 IRS NUMBER: 341808700 STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-107481-53 FILM NUMBER: 03812001 BUSINESS ADDRESS: STREET 1: 333 NORTH SUMMIT STREET CITY: TOLEDO STATE: OH ZIP: 43604 BUSINESS PHONE: 4192525500 MAIL ADDRESS: STREET 1: 333 NORTH SUMMIT STREET CITY: TOLEDO STATE: OH ZIP: 43604 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CLAIRE BRIDGE OF AUSTIN LLC CENTRAL INDEX KEY: 0001139290 IRS NUMBER: 391973318 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-107481-93 FILM NUMBER: 03812043 BUSINESS ADDRESS: STREET 1: 333 NORTH SUMMIT STREET CITY: TOLEDO STATE: OH ZIP: 43604 BUSINESS PHONE: 4192525500 MAIL ADDRESS: STREET 1: 333 NORTH SUMMIT STREET CITY: TOLEDO STATE: OH ZIP: 43604 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MEMPHIS ARDEN LLC CENTRAL INDEX KEY: 0001139375 IRS NUMBER: 522098029 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-107481-112 FILM NUMBER: 03812063 BUSINESS ADDRESS: STREET 1: 333 NORTH SUMMIT STREET CITY: TOLEDO STATE: OH ZIP: 43604 BUSINESS PHONE: 4192525500 MAIL ADDRESS: STREET 1: 333 NORTH SUMMIT STREET CITY: TOLEDO STATE: OH ZIP: 43604 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MANOR CARE OF ROSSVILLE INC CENTRAL INDEX KEY: 0001048337 IRS NUMBER: 521077857 STATE OF INCORPORATION: MD FISCAL YEAR END: 0531 FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-107481-05 FILM NUMBER: 03811950 BUSINESS ADDRESS: STREET 1: 333 NORTH SUMMIT STREET CITY: TOLEDO STATE: OH ZIP: 43604 BUSINESS PHONE: 4192525500 MAIL ADDRESS: STREET 1: 333 NORTH SUMMIT STREET CITY: TOLEDO STATE: OH ZIP: 43604 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MID SHORE PHYSICAL THERAPY ASSOCIATES INC CENTRAL INDEX KEY: 0001139379 IRS NUMBER: 222575292 STATE OF INCORPORATION: NJ FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-107481-110 FILM NUMBER: 03812061 BUSINESS ADDRESS: STREET 1: 333 NORTH SUMMIT STREET CITY: TOLEDO STATE: OH ZIP: 43604 BUSINESS PHONE: 4192525500 MAIL ADDRESS: STREET 1: 333 NORTH SUMMIT STREET CITY: TOLEDO STATE: OH ZIP: 43604 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MANOR CARE OF FLORIDA INC CENTRAL INDEX KEY: 0001048331 IRS NUMBER: 521479084 STATE OF INCORPORATION: FL FISCAL YEAR END: 0531 FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-107481-17 FILM NUMBER: 03811962 BUSINESS ADDRESS: STREET 1: 333 NORTH SUMMIT STREET CITY: TOLEDO STATE: MD ZIP: 43604 BUSINESS PHONE: 4192525500 MAIL ADDRESS: STREET 1: 333 NORTH SUMMIT STREET CITY: TOLEDO STATE: OH ZIP: 43604 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DONAHOE MANOR INC CENTRAL INDEX KEY: 0001139311 IRS NUMBER: 251147049 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-107481-81 FILM NUMBER: 03812030 BUSINESS ADDRESS: STREET 1: 333 NORTH SUMMIT STREET CITY: TOLEDO STATE: OH ZIP: 43604 BUSINESS PHONE: 4192525500 MAIL ADDRESS: STREET 1: 333 NORTH SUMMIT STREET CITY: TOLEDO STATE: OH ZIP: 43604 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CLAIRE BRIDGE OF WARMINSTER LLC CENTRAL INDEX KEY: 0001139294 IRS NUMBER: 391973327 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-107481-89 FILM NUMBER: 03812039 BUSINESS ADDRESS: STREET 1: 333 NORTH SUMMIT STREET CITY: TOLEDO STATE: OH ZIP: 43604 BUSINESS PHONE: 4192525500 MAIL ADDRESS: STREET 1: 333 NORTH SUMMIT STREET CITY: TOLEDO STATE: OH ZIP: 43604 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MEDI SPEECH SERVICE INC CENTRAL INDEX KEY: 0001139374 IRS NUMBER: 382343280 STATE OF INCORPORATION: MI FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-107481-113 FILM NUMBER: 03812064 BUSINESS ADDRESS: STREET 1: 333 NORTH SUMMIT STREET CITY: TOLEDO STATE: OH ZIP: 43604 BUSINESS PHONE: 4192525500 MAIL ADDRESS: STREET 1: 333 NORTH SUMMIT STREET CITY: TOLEDO STATE: OH ZIP: 43604 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SUN VALLEY MANOR INC CENTRAL INDEX KEY: 0001139433 IRS NUMBER: 381798425 STATE OF INCORPORATION: MI FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-107481-136 FILM NUMBER: 03812088 BUSINESS ADDRESS: STREET 1: 333 NORTH SUMMIT STREET CITY: TOLEDO STATE: OH ZIP: 43604 BUSINESS PHONE: 4192525500 MAIL ADDRESS: STREET 1: 333 NORTH SUMMIT STREET CITY: TOLEDO STATE: OH ZIP: 43604 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MILESTONE STAFFING SERVICES INC CENTRAL INDEX KEY: 0001139390 IRS NUMBER: 742963093 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-107481-162 FILM NUMBER: 03812117 BUSINESS ADDRESS: STREET 1: 333 NORTH SUMMIT STREET CITY: TOLEDO STATE: OH ZIP: 43604 BUSINESS PHONE: 4192525500 MAIL ADDRESS: STREET 1: 333 NORTH SUMMIT STREET CITY: TOLEDO STATE: OH ZIP: 43604 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MANOR CARE OF SARASOTA INC CENTRAL INDEX KEY: 0001048338 IRS NUMBER: 521252364 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-107481-04 FILM NUMBER: 03811949 BUSINESS ADDRESS: STREET 1: 333 NORTH SUMMIT STREET CITY: TOLEDO STATE: OH ZIP: 43604 BUSINESS PHONE: 4192525500 MAIL ADDRESS: STREET 1: 333 NORTH SUMMIT STREET CITY: TOLEDO STATE: OH ZIP: 43604 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HEARTLAND EMPLOYMENT SERVICES INC CENTRAL INDEX KEY: 0001139339 IRS NUMBER: 341903270 STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-107481-57 FILM NUMBER: 03812005 BUSINESS ADDRESS: STREET 1: 333 NORTH SUMMIT STREET CITY: TOLEDO STATE: OH ZIP: 43604 BUSINESS PHONE: 4192525500 MAIL ADDRESS: STREET 1: 333 NORTH SUMMIT STREET CITY: TOLEDO STATE: OH ZIP: 43604 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GEORGIAN BLOOMFIELD INC CENTRAL INDEX KEY: 0001139320 IRS NUMBER: 381982410 STATE OF INCORPORATION: MI FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-107481-73 FILM NUMBER: 03812022 BUSINESS ADDRESS: STREET 1: 333 NORTH SUMMIT STREET CITY: TOLEDO STATE: OH ZIP: 43604 BUSINESS PHONE: 4192525500 MAIL ADDRESS: STREET 1: 333 NORTH SUMMIT STREET CITY: TOLEDO STATE: OH ZIP: 43604 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DEKALB HEALTHCARE CORP CENTRAL INDEX KEY: 0001048390 IRS NUMBER: 371019112 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-107481-85 FILM NUMBER: 03812034 BUSINESS ADDRESS: STREET 1: 333 NORTH SUMMIT ST CITY: TOLEDO STATE: OH ZIP: 43604 BUSINESS PHONE: 4192525500 MAIL ADDRESS: STREET 1: 333 NORTH SUMMIT ST CITY: TOLEDO STATE: OH ZIP: 43604 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MARINA VIEW MANOR INC CENTRAL INDEX KEY: 0001139372 IRS NUMBER: 391164707 STATE OF INCORPORATION: WI FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-107481-114 FILM NUMBER: 03812065 BUSINESS ADDRESS: STREET 1: 333 NORTH SUMMIT STREET CITY: TOLEDO STATE: OH ZIP: 43604 BUSINESS PHONE: 4192525500 MAIL ADDRESS: STREET 1: 333 NORTH SUMMIT STREET CITY: TOLEDO STATE: OH ZIP: 43604 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WASHTENAW HILLS MANOR INC CENTRAL INDEX KEY: 0001139447 IRS NUMBER: 382686882 STATE OF INCORPORATION: MI FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-107481-125 FILM NUMBER: 03812077 BUSINESS ADDRESS: STREET 1: 333 NORTH SUMMIT STREET CITY: TOLEDO STATE: OH ZIP: 43604 BUSINESS PHONE: 4192525500 MAIL ADDRESS: STREET 1: 333 NORTH SUMMIT STREET CITY: TOLEDO STATE: OH ZIP: 43604 FILER: COMPANY DATA: COMPANY CONFORMED NAME: STUTEX CORP CENTRAL INDEX KEY: 0001048415 IRS NUMBER: 520884091 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-107481-137 FILM NUMBER: 03812089 BUSINESS ADDRESS: STREET 1: 333 NORTH SUMMIT STREET CITY: TOLEDO STATE: OH ZIP: 43604 BUSINESS PHONE: 4192525500 MAIL ADDRESS: STREET 1: 333 NORTH SUMMIT STREET CITY: TOLEDO STATE: OH ZIP: 43604 FILER: COMPANY DATA: COMPANY CONFORMED NAME: RICHARDS HEALTHCARE INC CENTRAL INDEX KEY: 0001139411 IRS NUMBER: 760339241 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-107481-148 FILM NUMBER: 03812103 BUSINESS ADDRESS: STREET 1: 333 NORTH SUMMIT STREET CITY: TOLEDO STATE: OH ZIP: 43604 BUSINESS PHONE: 4192525500 MAIL ADDRESS: STREET 1: 333 NORTH SUMMIT STREET CITY: TOLEDO STATE: OH ZIP: 43604 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DEVON MANOR CORP CENTRAL INDEX KEY: 0000856961 IRS NUMBER: 232093337 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-107481-84 FILM NUMBER: 03812033 BUSINESS ADDRESS: STREET 1: 333 NORTH SUMMIT ST CITY: TOLEDO STATE: OH ZIP: 43604 BUSINESS PHONE: 4192525500 MAIL ADDRESS: STREET 1: 333 NORTH SUMMIT ST CITY: TOLEDO STATE: OH ZIP: 43604 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WHITEHALL MANOR INC CENTRAL INDEX KEY: 0001139454 IRS NUMBER: 382189772 STATE OF INCORPORATION: MI FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-107481-124 FILM NUMBER: 03812076 BUSINESS ADDRESS: STREET 1: 333 NORTH SUMMIT STREET CITY: TOLEDO STATE: OH ZIP: 43604 BUSINESS PHONE: 4192525500 MAIL ADDRESS: STREET 1: 333 NORTH SUMMIT STREET CITY: TOLEDO STATE: OH ZIP: 43604 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MANOR CARE OF KINGSTON COURT INC CENTRAL INDEX KEY: 0001048364 IRS NUMBER: 521314648 STATE OF INCORPORATION: PA FISCAL YEAR END: 0531 FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-107481-14 FILM NUMBER: 03811959 BUSINESS ADDRESS: STREET 1: 333 NORTH SUMMIT STREET CITY: TOLEDO STATE: OH ZIP: 43604 BUSINESS PHONE: 4192525500 MAIL ADDRESS: STREET 1: 333 NORTH SUMMIT STREET CITY: TOLEDO STATE: OH ZIP: 43604 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HEARTLAND REHABILITATION SERVICES INC CENTRAL INDEX KEY: 0001139347 IRS NUMBER: 341280619 STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-107481-50 FILM NUMBER: 03811996 BUSINESS ADDRESS: STREET 1: 333 NORTH SUMMIT STREET CITY: TOLEDO STATE: OH ZIP: 43604 BUSINESS PHONE: 4192525500 MAIL ADDRESS: STREET 1: 333 NORTH SUMMIT STREET CITY: TOLEDO STATE: OH ZIP: 43604 FILER: COMPANY DATA: COMPANY CONFORMED NAME: EAST MICHIGAN CARE CORP CENTRAL INDEX KEY: 0001139314 IRS NUMBER: 381747681 STATE OF INCORPORATION: MI FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-107481-80 FILM NUMBER: 03812029 BUSINESS ADDRESS: STREET 1: 333 NORTH SUMMIT STREET CITY: TOLEDO STATE: OH ZIP: 43604 BUSINESS PHONE: 4192525500 MAIL ADDRESS: STREET 1: 333 NORTH SUMMIT STREET CITY: TOLEDO STATE: OH ZIP: 43604 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ROANOKE ARDEN LLC CENTRAL INDEX KEY: 0001139413 IRS NUMBER: 522104706 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-107481-146 FILM NUMBER: 03812101 BUSINESS ADDRESS: STREET 1: 333 NORTH SUMMIT STREET CITY: TOLEDO STATE: OH ZIP: 43604 BUSINESS PHONE: 4192525500 MAIL ADDRESS: STREET 1: 333 NORTH SUMMIT STREET CITY: TOLEDO STATE: OH ZIP: 43604 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MANOR CARE OF PINEHURST INC CENTRAL INDEX KEY: 0001048333 IRS NUMBER: 521069744 STATE OF INCORPORATION: NC FISCAL YEAR END: 0531 FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-107481-08 FILM NUMBER: 03811953 BUSINESS ADDRESS: STREET 1: 333 NORTH SUMMIT STREET CITY: TOLEDO STATE: OH ZIP: 43604 BUSINESS PHONE: 4192525500 MAIL ADDRESS: STREET 1: 333 NORTH SUMMIT STREET CITY: TOLEDO STATE: OH ZIP: 43604 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KNOLLVIEW MANOR INC CENTRAL INDEX KEY: 0001139360 IRS NUMBER: 381724149 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-107481-39 FILM NUMBER: 03811984 BUSINESS ADDRESS: STREET 1: 333 NORTH SUMMIT STREET CITY: TOLEDO STATE: OH ZIP: 43604 BUSINESS PHONE: 4192525500 MAIL ADDRESS: STREET 1: 333 NORTH SUMMIT STREET CITY: TOLEDO STATE: OH ZIP: 43604 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HCR MANORCARE MESQUITE LP CENTRAL INDEX KEY: 0001139332 IRS NUMBER: 522229490 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-107481-65 FILM NUMBER: 03812014 BUSINESS ADDRESS: STREET 1: 333 NORTH SUMMIT STREET CITY: TOLEDO STATE: OH ZIP: 43604 BUSINESS PHONE: 4192525500 MAIL ADDRESS: STREET 1: 333 NORTH SUMMIT STREET CITY: TOLEDO STATE: OH ZIP: 43604 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BOOTH LTD PARTNERSHIP CENTRAL INDEX KEY: 0001139287 IRS NUMBER: 371080797 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-107481-98 FILM NUMBER: 03812049 BUSINESS ADDRESS: STREET 1: 333 NORTH SUMMIT STREET CITY: TOLEDO STATE: OH ZIP: 43604 BUSINESS PHONE: 4192525500 MAIL ADDRESS: STREET 1: 333 NORTH SUMMIT STREET CITY: TOLEDO STATE: OH ZIP: 43604 FILER: COMPANY DATA: COMPANY CONFORMED NAME: REINBOLT & BURKAM INC CENTRAL INDEX KEY: 0001139410 IRS NUMBER: 341479648 STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-107481-149 FILM NUMBER: 03812104 BUSINESS ADDRESS: STREET 1: 333 NORTH SUMMIT STREET CITY: TOLEDO STATE: OH ZIP: 43604 BUSINESS PHONE: 4192525500 MAIL ADDRESS: STREET 1: 333 NORTH SUMMIT STREET CITY: TOLEDO STATE: OH ZIP: 43604 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MILESTONE REHABILITATION SERVICES INC CENTRAL INDEX KEY: 0001139382 IRS NUMBER: 752190857 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-107481-163 FILM NUMBER: 03812118 BUSINESS ADDRESS: STREET 1: 333 NORTH SUMMIT STREET CITY: TOLEDO STATE: OH ZIP: 43604 BUSINESS PHONE: 4192525500 MAIL ADDRESS: STREET 1: 333 NORTH SUMMIT STREET CITY: TOLEDO STATE: OH ZIP: 43604 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MANOR CARE OF COLUMBIA INC CENTRAL INDEX KEY: 0001048328 IRS NUMBER: 520940578 STATE OF INCORPORATION: SC FISCAL YEAR END: 0531 FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-107481-21 FILM NUMBER: 03811966 BUSINESS ADDRESS: STREET 1: 333 NORTH SUMMIT STREET CITY: TOLEDO STATE: OH ZIP: 43604 BUSINESS PHONE: 4192525500 MAIL ADDRESS: STREET 1: 333 NORTH SUMMIT STREET CITY: TOLEDO STATE: OH ZIP: 43604 FILER: COMPANY DATA: COMPANY CONFORMED NAME: JACKSONVILLE HEALTHCARE CORP CENTRAL INDEX KEY: 0001048336 IRS NUMBER: 371069936 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-107481-43 FILM NUMBER: 03811988 BUSINESS ADDRESS: STREET 1: 333 NORTH SUMMIT STREET CITY: TOLEDO STATE: OH ZIP: 43604 BUSINESS PHONE: 4192525500 MAIL ADDRESS: STREET 1: 333 NORTH SUMMIT STREET CITY: TOLEDO STATE: OH ZIP: 43604 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HCR PHYSICIAN MANAGEMENT SERVICES INC CENTRAL INDEX KEY: 0001139333 IRS NUMBER: 582242001 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-107481-64 FILM NUMBER: 03812013 BUSINESS ADDRESS: STREET 1: 333 NORTH SUMMIT STREET CITY: TOLEDO STATE: OH ZIP: 43604 BUSINESS PHONE: 4192525500 MAIL ADDRESS: STREET 1: 333 NORTH SUMMIT STREET CITY: TOLEDO STATE: OH ZIP: 43604 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DISTCO INC CENTRAL INDEX KEY: 0001048384 IRS NUMBER: 520853907 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-107481-83 FILM NUMBER: 03812032 BUSINESS ADDRESS: STREET 1: 333 NORTH SUMMIT ST CITY: TOLEDO STATE: OH ZIP: 43604 BUSINESS PHONE: 4192525500 MAIL ADDRESS: STREET 1: 333 NORTH SUMMIT ST CITY: TOLEDO STATE: OH ZIP: 43604 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ANCILLARY SERVICES LLC CENTRAL INDEX KEY: 0001139280 IRS NUMBER: 522166500 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-107481-107 FILM NUMBER: 03812058 BUSINESS ADDRESS: STREET 1: 333 NORTH SUMMIT STREET CITY: TOLEDO STATE: OH ZIP: 43604 BUSINESS PHONE: 4192525500 MAIL ADDRESS: STREET 1: 333 NORTH SUMMIT STREET CITY: TOLEDO STATE: OH ZIP: 43604 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MANORCARE HEALTH SERVICES OF VIRGINIA INC CENTRAL INDEX KEY: 0001048360 IRS NUMBER: 522002773 STATE OF INCORPORATION: DE FISCAL YEAR END: 0531 FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-107481-116 FILM NUMBER: 03812067 BUSINESS ADDRESS: STREET 1: 333 NORTH SUMMIT STREET CITY: TOLEDO STATE: OH ZIP: 43604 BUSINESS PHONE: 4192525500 MAIL ADDRESS: STREET 1: 333 NORTH SUMMIT STREET CITY: TOLEDO STATE: OH ZIP: 43604 FILER: COMPANY DATA: COMPANY CONFORMED NAME: STEWALL CORP CENTRAL INDEX KEY: 0001048404 IRS NUMBER: 520798475 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-107481-139 FILM NUMBER: 03812091 BUSINESS ADDRESS: STREET 1: 333 NORTH SUMMIT STREET CITY: TOLEDO STATE: OH ZIP: 43604 BUSINESS PHONE: 4192525500 MAIL ADDRESS: STREET 1: 333 NORTH SUMMIT STREET CITY: TOLEDO STATE: OH ZIP: 43604 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NAPA ARDEN LLC CENTRAL INDEX KEY: 0001139396 IRS NUMBER: 522108866 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-107481-158 FILM NUMBER: 03812113 BUSINESS ADDRESS: STREET 1: 333 NORTH SUMMIT STREET CITY: TOLEDO STATE: OH ZIP: 43604 BUSINESS PHONE: 4192525500 MAIL ADDRESS: STREET 1: 333 NORTH SUMMIT STREET CITY: TOLEDO STATE: OH ZIP: 43604 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MANOR CARE OF BOCA RATON INC CENTRAL INDEX KEY: 0001048356 IRS NUMBER: 521297340 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-107481-27 FILM NUMBER: 03811972 BUSINESS ADDRESS: STREET 1: 333 NORTH SUMMIT STREET CITY: TOLEDO STATE: OH ZIP: 43604 BUSINESS PHONE: 4192525500 MAIL ADDRESS: STREET 1: 333 NORTH SUMMIT STREET CITY: TOLEDO STATE: OH ZIP: 43604 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CLAIRE BRIDGE OF SAN ANTONIO LLC CENTRAL INDEX KEY: 0001139292 IRS NUMBER: 391973324 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-107481-91 FILM NUMBER: 03812041 BUSINESS ADDRESS: STREET 1: 333 NORTH SUMMIT STREET CITY: TOLEDO STATE: OH ZIP: 43604 BUSINESS PHONE: 4192525500 MAIL ADDRESS: STREET 1: 333 NORTH SUMMIT STREET CITY: TOLEDO STATE: OH ZIP: 43604 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PORTFOLIO ONE INC CENTRAL INDEX KEY: 0001048342 IRS NUMBER: 221604502 STATE OF INCORPORATION: NJ FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-107481-152 FILM NUMBER: 03812107 BUSINESS ADDRESS: STREET 1: 333 NORTH SUMMIT STREET CITY: TOLEDO STATE: OH ZIP: 43604 BUSINESS PHONE: 4192525500 MAIL ADDRESS: STREET 1: 333 NORTH SUMMIT STREET CITY: TOLEDO STATE: OH ZIP: 43604 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LEADER NURSING & REHABILITATION CENTER OF VIRGINIA INC CENTRAL INDEX KEY: 0001048362 IRS NUMBER: 521363206 STATE OF INCORPORATION: VA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-107481-35 FILM NUMBER: 03811980 BUSINESS ADDRESS: STREET 1: 333 NORTH SUMMIT STREET CITY: TOLEDO STATE: OH ZIP: 43604 BUSINESS PHONE: 4192525500 MAIL ADDRESS: STREET 1: 333 NORTH SUMMIT STREET CITY: TOLEDO STATE: OH ZIP: 43604 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HEALTH CARE & RETIREMENT CORP OF AMERICA CENTRAL INDEX KEY: 0000355648 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-NURSING & PERSONAL CARE FACILITIES [8050] IRS NUMBER: 344403510 STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-107481-60 FILM NUMBER: 03812008 BUSINESS ADDRESS: STREET 1: 333 NORTH SUMMIT ST STREET 2: P O BOX 1709 CITY: TOLEDO STATE: OH ZIP: 43604 BUSINESS PHONE: 4192525500 MAIL ADDRESS: STREET 1: 333 NORTH SUMMIT ST CITY: TOLEDO STATE: OH ZIP: 43604 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BATH ARDEN LLC CENTRAL INDEX KEY: 0001139283 IRS NUMBER: 522099206 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-107481-103 FILM NUMBER: 03812054 BUSINESS ADDRESS: STREET 1: 333 NORTH SUMMIT STREET CITY: TOLEDO STATE: OH ZIP: 43604 BUSINESS PHONE: 4192525500 MAIL ADDRESS: STREET 1: 333 NORTH SUMMIT STREET CITY: TOLEDO STATE: OH ZIP: 43604 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MANORCARE HEALTH SERVICES OF NORTHHAMPTON COUNTY INC CENTRAL INDEX KEY: 0001048332 IRS NUMBER: 522004471 STATE OF INCORPORATION: PA FISCAL YEAR END: 0531 FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-107481-117 FILM NUMBER: 03812068 BUSINESS ADDRESS: STREET 1: 333 NORTH SUMMIT STREET CITY: TOLEDO STATE: OH ZIP: 43604 BUSINESS PHONE: 4192525500 MAIL ADDRESS: STREET 1: 333 NORTH SUMMIT STREET CITY: TOLEDO STATE: OH ZIP: 43604 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MANOR CARE OF AKRON INC CENTRAL INDEX KEY: 0001048351 IRS NUMBER: 520970447 STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-107481-31 FILM NUMBER: 03811976 BUSINESS ADDRESS: STREET 1: 333 NORTH SUMMIT STREET CITY: TOLEDO STATE: OH ZIP: 43604 BUSINESS PHONE: 4192525500 MAIL ADDRESS: STREET 1: 333 NORTH SUMMIT STREET CITY: TOLEDO STATE: OH ZIP: 43604 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CLAIRE BRIDGE OF ANDERSON LLC CENTRAL INDEX KEY: 0001139289 IRS NUMBER: 391973297 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-107481-94 FILM NUMBER: 03812044 BUSINESS ADDRESS: STREET 1: 333 NORTH SUMMIT STREET CITY: TOLEDO STATE: OH ZIP: 43604 BUSINESS PHONE: 4192525500 MAIL ADDRESS: STREET 1: 333 NORTH SUMMIT STREET CITY: TOLEDO STATE: OH ZIP: 43604 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MANOR CARE OF AMERICA INC CENTRAL INDEX KEY: 0001139367 IRS NUMBER: 521200376 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-107481-30 FILM NUMBER: 03811975 BUSINESS ADDRESS: STREET 1: 333 NORTH SUMMIT STREET CITY: TOLEDO STATE: OH ZIP: 43604 BUSINESS PHONE: 4192525500 MAIL ADDRESS: STREET 1: 333 NORTH SUMMIT STREET CITY: TOLEDO STATE: OH ZIP: 43604 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HEARTLAND HOME CARE INC CENTRAL INDEX KEY: 0001139340 IRS NUMBER: 341787895 STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-107481-56 FILM NUMBER: 03812004 BUSINESS ADDRESS: STREET 1: 333 NORTH SUMMIT STREET CITY: TOLEDO STATE: OH ZIP: 43604 BUSINESS PHONE: 4192525500 MAIL ADDRESS: STREET 1: 333 NORTH SUMMIT STREET CITY: TOLEDO STATE: OH ZIP: 43604 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MANOR CARE AVIATION INC CENTRAL INDEX KEY: 0001048352 IRS NUMBER: 521462072 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-107481-32 FILM NUMBER: 03811977 BUSINESS ADDRESS: STREET 1: 333 NORTH SUMMIT STREET CITY: TOLEDO STATE: OH ZIP: 43604 BUSINESS PHONE: 4192525500 MAIL ADDRESS: STREET 1: 333 NORTH SUMMIT STREET CITY: TOLEDO STATE: OH ZIP: 43604 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BAILY NURSING HOME INC CENTRAL INDEX KEY: 0001048373 IRS NUMBER: 231674218 STATE OF INCORPORATION: PA FISCAL YEAR END: 0531 FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-107481-105 FILM NUMBER: 03812056 BUSINESS ADDRESS: STREET 1: 333 NORTH SUMMIT STREET CITY: TOLEDO STATE: OH ZIP: 43604 BUSINESS PHONE: 4192525500 MAIL ADDRESS: STREET 1: 11555 DARNESTOWN RD CITY: GAITHERSBURG STATE: MD ZIP: 20878-3200 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MANOR CARE OF LEXINGTON INC CENTRAL INDEX KEY: 0001048366 IRS NUMBER: 521048770 STATE OF INCORPORATION: SC FISCAL YEAR END: 0531 FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-107481-12 FILM NUMBER: 03811957 BUSINESS ADDRESS: STREET 1: 333 NORTH SUMMIT STREET CITY: TOLEDO STATE: OH ZIP: 43604 BUSINESS PHONE: 4192525500 MAIL ADDRESS: STREET 1: 333 NORTH SUMMIT STREET CITY: TOLEDO STATE: OH ZIP: 43604 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LEADER NURSING & REHABILITATION CTR OF SCOTT TOWNSHIP INC CENTRAL INDEX KEY: 0001048379 IRS NUMBER: 521462056 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-107481-36 FILM NUMBER: 03811981 BUSINESS ADDRESS: STREET 1: 333 NORTH SUMMIT STREET CITY: TOLEDO STATE: OH ZIP: 43604 BUSINESS PHONE: 4192525500 MAIL ADDRESS: STREET 1: 333 NORTH SUMMIT STREET CITY: TOLEDO STATE: OH ZIP: 43604 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ANNANDALE ARDEN LLC CENTRAL INDEX KEY: 0001139281 IRS NUMBER: 522111069 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-107481-106 FILM NUMBER: 03812057 BUSINESS ADDRESS: STREET 1: 333 NORTH SUMMIT STREET CITY: TOLEDO STATE: OH ZIP: 43604 BUSINESS PHONE: 4192525500 MAIL ADDRESS: STREET 1: 333 NORTH SUMMIT STREET CITY: TOLEDO STATE: OH ZIP: 43604 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MILESTONE HEALTH SYSTEMS INC CENTRAL INDEX KEY: 0001139381 IRS NUMBER: 752245197 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-107481-165 FILM NUMBER: 03812120 BUSINESS ADDRESS: STREET 1: 333 NORTH SUMMIT STREET CITY: TOLEDO STATE: OH ZIP: 43604 BUSINESS PHONE: 4192525500 MAIL ADDRESS: STREET 1: 333 NORTH SUMMIT STREET CITY: TOLEDO STATE: OH ZIP: 43604 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AMERICANA HEALTHCARE CORP OF NAPLES CENTRAL INDEX KEY: 0001048370 IRS NUMBER: 371087694 STATE OF INCORPORATION: FL FISCAL YEAR END: 0531 FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-107481-109 FILM NUMBER: 03812060 BUSINESS ADDRESS: STREET 1: 333 NORTH SUMMIT STREET CITY: TOLEDO STATE: OH ZIP: 43604 BUSINESS PHONE: 4192525500 MAIL ADDRESS: STREET 1: 11555 DARNESTOWN RD CITY: GAITHERSBURG STATE: MD ZIP: 20878-3200 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MANOR CARE OF DARIEN INC CENTRAL INDEX KEY: 0001139368 IRS NUMBER: 521934884 STATE OF INCORPORATION: CT FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-107481-20 FILM NUMBER: 03811965 BUSINESS ADDRESS: STREET 1: 333 NORTH SUMMIT STREET CITY: TOLEDO STATE: OH ZIP: 43604 BUSINESS PHONE: 4192525500 MAIL ADDRESS: STREET 1: 333 NORTH SUMMIT STREET CITY: TOLEDO STATE: OH ZIP: 43604 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HCRC INC CENTRAL INDEX KEY: 0001139336 IRS NUMBER: 222784172 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-107481-61 FILM NUMBER: 03812009 BUSINESS ADDRESS: STREET 1: 333 NORTH SUMMIT STREET CITY: TOLEDO STATE: OH ZIP: 43604 BUSINESS PHONE: 4192525500 MAIL ADDRESS: STREET 1: 333 NORTH SUMMIT STREET CITY: TOLEDO STATE: OH ZIP: 43604 S-3 1 c78302sv3.htm REGISTRATION STATEMENT Registration Statement

As filed with the Securities and Exchange Commission on July 30, 2003

Registration No. 333-

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-3

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

Manor Care, Inc.

(Exact Name of Registrant as Specified in Its Charter)


Delaware		34-1687107
(State or Other Jurisdiction of		(I.R.S. Employer Identification Number)
Incorporation or Organization)	333 N. Summit Street
	Toledo, Ohio 43604-2617
	(419) 252-5500

(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)

See Table of Additional Co-Registrants Included in this Registration Statement


R. Jeffrey Bixler		*Copy To:*
Vice President and General Counsel		Michael D. Levin
333 N. Summit Street		Latham & Watkins LLP
Toledo, Ohio 43604-2617		233 S. Wacker Drive
(419) 252-5500		Chicago, Illinois 60606
(Name, Address, Including Zip Code, and Telephone		(312) 876-7700
Number, Including Area Code, of Agent for Service)

Approximate date of commencement of proposed sale to the public: From time to time after this registration statement becomes effective.

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. o

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. x

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same
offering.o___________

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o___________

If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. o

Calculation of Registration Fee


			Proposed Maximum			Proposed Maximum
Title of Each Class of Securities	Amount to be		Offering Price Per			Aggregate Offering		Amount of
to be Registered	Registered		Security			Price(1)		Registration Fee

2.125% Convertible Senior Notes due 2023	$	100,000,000		100	%	$	100,000,000	$	8,090.00
Common Stock, par value $0.01 per share	3,213,370 shares(2)			—			—		—
Senior Guarantees		—		—			—		—	(3)

(1) Equals the aggregate principal amount of notes being registered. Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(o) under the Securities Act of 1933, as amended.

(2) Represents the number of shares of common stock that are initially issuable upon conversion of the notes. Pursuant to Rule 416 under the Securities Act, the registrants are also registering such indeterminate number of shares of common stock as may be issued from time to time upon conversion of the notes as a result of the anti-dilution provisions thereof. No additional consideration will be received for the common stock, and therefore no registration fee is required pursuant to Rule 457(i) under the Securities Act.

(3) The notes are guaranteed by the guarantors named in the table of Additional Co-Registrants. No separate consideration will be paid in respect of the guarantees pursuant to Rule 457(n) of the Securities Act.

The registrants hereby amend this registration statement on such date or dates as may be necessary to delay its effective date until the registrants shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

Table of Additional Co-Registrants


	(State or other jurisdiction of
(Exact name of the co-registrant as specified in its charter)	incorporation or organization)	(I.R.S. Employer Identification No.)

AMERICAN HOSPITAL BUILDING CORPORATION	Delaware		52-0985621

AMERICANA HEALTHCARE CENTER OF PALOS TOWNSHIP, INC.	Illinois		53-1352950

AMERICANA HEALTHCARE CORPORATION OF GEORGIA	Georgia		37-1087694

AMERICANA HEALTHCARE CORPORATION OF NAPLES	Florida		37-1087695

ANCILLARY SERVICES MANAGEMENT, INC.	Ohio		34-163874

ANCILLARY SERVICES, LLC	Delaware		52-2166500

ANNANDALE ARDEN, LLC	Delaware		52-2111069

BAILY NURSING HOME, INC.	Pennsylvania		23-1674218

BAINBRIDGE ARDEN, LLC	Delaware		52-2098028

BATH ARDEN, LLC	Delaware		52-2099206

BINGHAM FARMS ARDEN, LLC	Delaware		52-2106495

BIRCHWOOD MANOR, INC.	Michigan		38-1719951

BLUE RIDGE REHABILITATION SERVICES, INC.	Virginia		54-1508699

BOOTH LIMITED PARTNERSHIP	Florida		37-1080797

CANTERBURY VILLAGE, INC.	Michigan		38-2032536

CHARLES MANOR, INC.	Maryland		52-0902287

CHESAPEAKE MANOR, INC.	Maryland		52-0902288

CLAIRE BRIDGE OF ANDERSON, LLC	Delaware		39-1973297

CLAIRE BRIDGE OF AUSTIN, LLC	Delaware		39-1973318

CLAIRE BRIDGE OF KENWOOD, LLC	Delaware		39-1973322

CLAIRE BRIDGE OF SAN ANTONIO, LLC	Delaware		39-1973324

CLAIRE BRIDGE OF SUSQUEHANNA, LLC	Delaware		39-1973366

CLAIRE BRIDGE OF WARMINSTER, LLC	Delaware		39-1973327

COLEWOOD LIMITED PARTNERSHIP	Maryland		52-1335634

COLONIE ARDEN, LLC	Delaware		52-2130894

CRESTVIEW HILLS ARDEN, LLC	Delaware		52-2092155

DEKALB HEALTHCARE CORPORATION	Delaware		37-1019112


	(State or other jurisdiction of
(Exact name of the co-registrant as specified in its charter)	incorporation or organization)	(I.R.S. Employer Identification No.)

DEVON MANOR CORPORATION	Pennsylvania		23-2093337

DISTCO, INC.	Maryland		52-0853907

DIVERSIFIED REHABILITATION SERVICES, INC.	Michigan		38-2690352

DONAHOE MANOR, INC.	Pennsylvania		25-1147049

EAST MICHIGAN CARE CORPORATION	Michigan		38-1747681

EXECUTIVE ADVERTISING, INC.	Maryland		52-0912751

EYE-Q NETWORK, INC.	Ohio		34-1760305

FIRST LOUISVILLE ARDEN, LLC	Delaware		52-2092159

FOUR SEASONS NURSING CENTERS, INC.	Delaware		73-0783484

FRESNO ARDEN, LLC	Delaware		52-2098630

GENEVA ARDEN, LLC	Delaware		52-2124930

GEORGIAN BLOOMFIELD, INC.	Michigan		38-1982410

GREENVIEW MANOR, INC.	Michigan		38-6062040

HANOVER ARDEN, LLC	Delaware		52-2098633

HCR HOME HEALTH CARE AND HOSPICE, INC.	Ohio		34-1787978

HCR HOSPITAL HOLDING COMPANY, INC.	Nevada		92-2038485

HCR HOSPITAL, LLC	Nevada		91-2039256

HCR INFORMATION CORPORATION	Ohio		31-1494764

HCR MANORCARE MEDICAL SERVICES OF FLORIDA, INC.	Florida		65-0666550

HCR MANORCARE MESQUITE, L.P.	Delaware		52-2229490

HCR PHYSICIAN MANAGEMENT SERVICES, INC.	Florida		58-2242001

HCR REHABILITATION CORP.	Ohio		34-1720345

HCRA OF TEXAS, INC.	Texas		74-2788668

HCRC INC.	Delaware		22-2784172

HEALTH CARE AND RETIREMENT CORPORATION OF AMERICA	Ohio		34-4402510

HEARTLAND CAREPARTNERS, INC.	Ohio		34-1838217

HEARTLAND EMPLOYMENT SERVICES, INC.	Ohio		34-1903270

HEARTLAND HOME CARE, INC.	Ohio		34-1787895


	(State or other jurisdiction of
(Exact name of the co-registrant as specified in its charter)	incorporation or organization)	(I.R.S. Employer Identification No.)

HEARTLAND HOME HEALTH CARE SERVICES, INC.	Ohio		34-1787967

HEARTLAND HOSPICE SERVICES, INC.	Ohio		34-1788398

HEARTLAND INFORMATION SERVICES, INC. (fka Heartland MedicalInformation Services, Inc.)	Ohio		31-1488831

HEARTLAND MANAGEMENT SERVICES, INC.	Ohio		34-1808700

HEARTLAND REHABILITATION SERVICES OF FLORIDA, INC.	Florida		59-2504386

HEARTLAND REHABILITATION SERVICES, INC.	Ohio		34-1280619

HEARTLAND SERVICES CORP	Ohio		34-1760503

HERBERT LASKIN, RPT - JOHN MCKENZIE, RPT PHYSICAL THERAPY PROFESSIONAL ASSOCIATES, INC.	New Jersey		22-2137595

HGCC OF ALLENTOWN, INC.	Tennessee		23-2244532

IN HOME HEALTH, INC.	Minnesota		41-1458213

INDUSTRIAL WASTES, INC.	Pennsylvania		25-1264509

IONIA MANOR, INC.	Michigan		38-1749970

JACKSONVILLE HEALTHCARE CORPORATION	Delaware		37-1069936

JEFFERSON ARDEN, LLC	Delaware		52-2111068

KENSINGTON MANOR, INC.	Florida		59-1289690

KENWOOD ARDEN, LLC	Delaware		52-2116657

KNOLLVIEW MANOR, INC.	Michigan		38-1724149

LEADER NURSING AND REHABILITATION CENTER OF BETHEL PARK, INC.	Delaware		52-1462046

LEADER NURSING AND REHABILITATION CENTER OF GLOUCESTER, INC.	Maryland		52-1352949

LEADER NURSING AND REHABILITATION CENTER OF SCOTT TOWNSHIP, INC.	Delaware		52-1462056

LEADER NURSING AND REHABILITATION CENTER OF VIRGINIA INC.	Virginia		52-1363206

LINCOLN HEALTH CARE, INC.	Ohio		34-1352822

LIVONIA ARDEN, LLC	Delaware		52-2104704

MANOR CARE AVIATION, INC.	Delaware		52-1462072

MANOR CARE OF AKRON, INC.	Ohio		52-0970447

MANOR CARE OF AMERICA, INC.	Delaware		52-1200376

MANOR CARE OF ARIZONA, INC.	Delaware		52-1751861

MANOR CARE OF ARLINGTON, INC.	Virginia		52-1067426


	(State or other jurisdiction of
(Exact name of the co-registrant as specified in its charter)	incorporation or organization)	(I.R.S. Employer Identification No.)

MANOR CARE OF BOCA RATON, INC.	Florida		52-1297340

MANOR CARE OF BOYNTON BEACH, INC.	Florida		52-1288882

MANOR CARE OF CANTON, INC.	Ohio		52-1019576

MANOR CARE OF CENTERVILLE, INC	Delaware		52-1933544

MANOR CARE OF CHARLESTON, INC.	South Carolina		52-1187059

MANOR CARE OF CINCINNATI, INC.	Ohio		52-0943592

MANOR CARE OF COLUMBIA, INC.	South Carolina		52-0940578

MANOR CARE OF DARIEN, INC.	Connecticut		52-1934884

MANOR CARE OF DELAWARE COUNTY, INC.	Delaware		52-1916053

MANOR CARE OF DUNEDIN, INC.	Florida		52-1252397

MANOR CARE OF FLORIDA, INC.	Florida		52-1479084

MANOR CARE OF HINSDALE, INC.	Illinois		52-0970446

MANOR CARE OF KANSAS, INC.	Delaware		52-1462071

MANOR CARE OF KINGSTON COURT, INC.	Pennsylvania		52-1314648

MANOR CARE OF LARGO, INC.	Maryland		52-1065213

MANOR CARE OF LEXINGTON, INC.	South Carolina		52-1048770

MANOR CARE OF MEADOW PARK, INC.	Washington		52-1339998

MANOR CARE OF MIAMISBURG, INC.	Delaware		52-1708219

MANOR CARE OF NORTH OLMSTED, INC.	Ohio		52-0970448

MANOR CARE OF PINEHURST, INC.	North Carolina		52-1069744

MANOR CARE OF PLANTATION, INC.	Florida		52-1383874

MANOR CARE OF ROLLING MEADOWS, INC.	Illinois		52-1077856

MANOR CARE OF ROSSVILLE, INC.	Maryland		52-1077857

MANOR CARE OF SARASOTA, INC.	Florida		52-1252364

MANOR CARE OF WILLOUGHBY, INC.	Ohio		52-0970449

MANOR CARE OF WILMINGTON, INC.	Delaware		52-1252362

MANOR CARE OF YORK (NORTH), INC.	Pennsylvania		52-1314645

MANOR CARE OF YORK (SOUTH), INC.	Pennsylvania		52-1314644


	(State or other jurisdiction of
(Exact name of the co-registrant as specified in its charter)	incorporation or organization)	(I.R.S. Employer Identification No.)

MANOR CARE PROPERTIES, INC.	Delaware		52-2061834

MANORCARE HEALTH SERVICES OF BOYNTON BEACH, INC.	Delaware		52-2055100

MANORCARE HEALTH SERVICES OF NORTHHAMPTON COUNTY, INC.	Pennsylvania		52-2004471

MANORCARE HEALTH SERVICES OF VIRGINIA, INC.	Delaware		52-2002773

MANORCARE HEALTH SERVICES, INC.	Delaware		52-0886946

MARINA VIEW MANOR, INC.	Wisconsin		39-1164707

MEDI-SPEECH SERVICE, INC.	Michigan		38-2343280

MEMPHIS ARDEN, LLC	Delaware		52-2098029

MESQUITE HOSPITAL, LLC	Delaware		52-2229486

MID-SHORE PHYSICAL THERAPY ASSOCIATES, INC.	New Jersey		22-2575292

MILESTONE HEALTH SYSTEMS, INC.	Texas		75-2245197

MILESTONE HEALTHCARE, INC.	Delaware		75-2592398

MILESTONE REHABILITATION SERVICES, INC.	Texas		75-2190857

MILESTONE STAFFING SERVICES, INC.	Texas		74-2963093

MILESTONE THERAPY SERVICES, INC.	Texas		75-2406307

MNR FINANCE CORP	Delaware		51-0348281

MRC REHABILITATION, INC.	Florida		59-3357644

NAPA ARDEN, LLC	Delaware		52-2108866

NEW MANORCARE HEALTH SERVICES, INC.	Delaware		52-2053999

PEAK REHABILITATION, INC.	Delaware		52-1833202

PERRYSBURG PHYSICAL THERAPY, INC.	Ohio		34-1363071

PHYSICAL, OCCUPATIONAL, AND SPEECH THERAPY, INC.	Florida		59-3377552

PNEUMATIC CONCRETE, INC.	Tennessee		62-0716951

PORTFOLIO ONE, INC.	New Jersey		22-1604502

REHABILITATION ADMINISTRATION CORPORATION	Kentucky		61-1295825

REHABILITATION ASSOCIATES, INC.	New Jersey		22-3290567

REHABILITATION SERVICES OF ROANOKE, INC.	Virginia		54-0993013

REINBOLT & BURKAM, INC.	Ohio		34-1479648


	(State or other jurisdiction of
(Exact name of the co-registrant as specified in its charter)	incorporation or organization)	(I.R.S. Employer Identification No.)

RICHARDS HEALTHCARE, INC.	Texas		76-0339241

RIDGEVIEW MANOR, INC.	Michigan		38-1734212

ROANOKE ARDEN, LLC	Delaware		52-2104706

ROLAND PARK NURSING CENTER, INC.	Maryland		52-1890169

RVA MANAGEMENT SERVICES, INC.	Ohio		34-1791517

SAN ANTONIO ARDEN, LLC	Delaware		52-2106496

SILVER SPRING - WHEATON NURSING HOME, INC.	Maryland		53-0245649

SILVER SPRING ARDEN, LLC	Delaware		52-2107728

SPRINGHILL MANOR, INC.	Michigan		38-1890497

STEWALL CORPORATION	Maryland		52-0798475

STRATFORD MANOR, INC.	Virginia		52-0902020

STUTEX CORP	Texas		52-0884091

SUN VALLEY MANOR, INC.	Michigan		38-1798425

SUSQUEHANNA ARDEN LLC	Delaware		52-2124933

TAMPA ARDEN, LLC	Delaware		52-2113270

THE NIGHTINGALE NURSING HOME, INC.	Pennsylvania		23-1719762

THERAPY ASSOCIATES, INC.	Virginia		54-1234646

THERASPORT PHYSICAL THERAPY, INC.	Michigan		38-3324355

THREE RIVERS MANOR, INC.	Michigan		38-2479940

TOTALCARE CLINICAL LABORATORIES, INC.	Delaware		52-1740933

TUSCAWILLA ARDEN, LLC	Delaware		52-2092162

WALL ARDEN, LLC	Delaware		52-2098990

WARMINSTER ARDEN LLC	Delaware		52-2124931

WASHTENAW HILLS MANOR, INC.	Michigan		38-2686882

WHITEHALL MANOR, INC.	Michigan		38-2189772

WILLIAMS VILLE ARDEN, LLC	Delaware		52-2107735

The information in this preliminary prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission becomes effective. This prospectus is not an offer to sell these securities nor does it seek to offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

Subject to Completion, Dated July 30, 2003

PROSPECTUS

$100,000,000

ManorCare

Manor Care, Inc.
2.125% Convertible Senior Notes due 2023
Shares of Common Stock Issuable Upon Conversion of the Notes

In April 2003, we issued and sold $100,000,000 aggregate principal amount of our 2.125% Convertible Senior Notes due 2023 in private offerings. This prospectus will be used by selling securityholders to resell the notes and the common stock issuable upon conversion of the notes. Interest will accrue on the notes from April 15, 2003, and the first interest payment will be October 15, 2003. Commencing with the six-month period beginning April 15, 2010, we may pay contingent interest to the holders of the notes under certain circumstances and in amounts described in this prospectus. The notes will be subject to special United States federal income tax rules. For a discussion of the special tax regulations governing contingent payment debt securities, see “Material United States Federal Income Tax Considerations.” Holders may convert the notes into shares of our common stock prior to stated maturity at any time at their option under the following circumstances:

• if the average of the last reported sale prices of our common stock for the 20 trading days immediately prior to the conversion date is greater than or equal to 120% of the conversion price per share of common stock on such conversion date;

• if the notes have been called for redemption;

• upon the occurrence of specified corporate transactions described in this prospectus;

• if the credit ratings assigned to the notes decline to levels described in this prospectus.

The initial conversion price will be $31.12 per share of common stock, equivalent to approximately 32.1337 shares of our common stock per $1,000 principal amount of notes. The conversion price will be subject to adjustment in some events but will not be adjusted for accrued interest. We will not receive any proceeds from the sale by the selling securityholders of the notes or the common stock issuable upon conversion of the notes. Other than selling commissions and fees and stock transfer taxes, we will pay all expenses of the registration and sale of the notes and the common stock.

We may not redeem the notes before April 15, 2010. On or after that date, we may redeem all or part of the notes for cash at 100% of the principal amount of the notes to be redeemed, plus accrued and unpaid interest, including any contingent interest, to but excluding the redemption date.

Holders may require us to purchase all or a portion of their notes on April 15, 2005, April 15, 2008, April 15, 2010, April 15, 2013 and April 15, 2018. We will pay cash for all notes so purchased on April 15, 2005. For purchases after April 15, 2005, we may at our option choose to pay the purchase price for any such notes in cash or in shares of our common stock (valued as described herein) or any combination thereof. In addition, if we experience specified types of fundamental changes, holders may require us to purchase the notes at a price equal to 100% of the principal amount of the notes to be purchased plus any accrued and unpaid interest, including any contingent interest, to but excluding the purchase date. We may choose to pay the purchase price for any notes that holders require us to purchase upon a fundamental change in cash, in shares of our common stock valued at their market price (determined as described herein) or any combination thereof.

The notes rank equally with all our existing and future senior debt and are senior to all our existing and future subordinated debt. The notes are guaranteed on a senior unsecured basis by all of our subsidiaries that have guaranteed, or will in the future guarantee, obligations under the $150,000,000 principal amount of 7 1/2% Senior Notes due 2006 issued by Manor Care of America, Inc., our $200,000,000 principal amount of 8% Senior Notes due 2008, our senior revolving credit facility and the $200,000,000 principal amount of 6.25% Senior Notes due 2013. These guarantees are senior obligations of our subsidiary guarantors. If we fail to make payments on the notes, our subsidiary guarantors must make them instead.

The notes will not be listed on any securities exchange. Our common stock is listed on the New York Stock Exchange under the symbol “HCR.” The last reported sale price of our common stock on the New York Stock Exchange on July 29, 2003 was $29.55 per share.

You should carefully consider matters discussed under the caption “Risk Factors” beginning on page 5.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.

The date of this prospectus is , 2003

TABLE OF CONTENTS


Where You Can Find More Information
Incorporation of Certain Documents by Reference
About This Prospectus
Cautionary Note Regarding Forward-Looking Statements
Prospectus Summary
Risk Factors
The Transactions
Use of Proceeds
Certain Relationships and Related Transactions
Price Range of Common Stock and Dividend Policy
Ratio of Earnings to Fixed Charges
Description of Notes
Description of Capital Stock
Material United States Federal Income Tax Considerations
Selling Securityholders
Plan of Distribution
Validity of Securities
Experts
SIGNATURES
Exhibit Index
Indenture, dated as of April 15, 2003
Registration Rights Agreement, dated as of 4/15/03
Opinion of Latham & Watkins LLP
Opinion of R. Jeffrey Bixler
Opinions re Tax Matters
Statement re Computation of Ratios
Consent of Ernst & Young LLP
Power of Attorney of the Company
Power of Attorney of the Guarantors
Statement of Eligibility of Trustee

Table of Contents


	Page

Where You Can Find More Information		i
Incorporation of Certain Documents by Reference		ii
About This Prospectus		ii
Cautionary Note Regarding Forward-Looking Statements		ii
Prospectus Summary		1
Risk Factors		5
The Transactions		16
Use of Proceeds		16
Certain Relationships and Related Transactions		17
Price Range of Common Stock and Dividend Policy		17
Ratio of Earnings to Fixed Charges		18
Description of Notes		19
Description of Capital Stock		39
Material United States Federal Income Tax Considerations		41
Selling Securityholders		49
Plan of Distribution		51
Validity of Securities		53
Experts		53

Where You Can Find More Information

We file annual, quarterly and special reports, proxy statements, and other documents with the Securities and Exchange Commission under the Securities Exchange Act of 1934. You may also read and copy any document we file at the SEC public reference room located at Judiciary Plaza, Room 1024, 450 Fifth Street, N.W. Washington D.C. 20549. You may obtain information regarding the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC. Our SEC filings are available to the public at the SEC’s website at http://www.sec.gov. These reports are also available through our website at http://www.manorcare.com. The information on our website is not part of this prospectus.

In addition, because our common stock is listed on the New York Stock Exchange, you may read our reports, proxy statements, and other documents at the offices of the New York Stock Exchange at 20 Broad Street, New York, New York 10005.

This prospectus is part of a registration statement on Form S-3 we have filed with the SEC under the Securities Act of 1933, as amended. This prospectus does not contain all of the information set forth in the registration statement. For further information about us and the notes, you should refer to the registration statement. In this prospectus we summarize material provisions of contracts and other documents to which we refer you. Since this prospectus may not contain all of the information that you may find important, you should review the full text of these documents. We have filed these documents as exhibits to our registration statement.

This prospectus incorporates important business and financial information about us that is not included in or delivered with this prospectus. This information is available without charge to you upon written or oral request. If you would like a copy of any of this information, please submit your request to Manor Care, Inc., 333 N. Summit Street, Toledo, Ohio 43604-2617, Attention: Legal Department, or call (419) 252-5500 and ask to speak to someone in our legal department.

Incorporation of Certain Documents by Reference

The SEC allows us to “incorporate by reference” certain documents, which means that we can disclose important information to you by referring you to those documents. The information in the documents incorporated by reference is considered to be part of this prospectus, and information in documents that we file later with the SEC will automatically update and supersede this information. We incorporate by reference the documents listed below and any future filings we will make with the SEC under Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act:

• Our annual report on Form 10-K for the fiscal year ended December 31, 2002;

• Our quarterly report on Form 10-Q for the three months ended March 31, 2003;

• Our proxy statement for the annual stockholders’ meeting held on May 6, 2003, which we filed with the SEC on April 14, 2003; and

• Our Current Report on Form 8-K filed with the SEC on July 25, 2003.

We will provide to you, at no charge, a copy of the documents we incorporate by reference in this prospectus. To request a copy of any or all of these documents, you should write or telephone us at the following address and telephone number: Manor Care, Inc., 333 N. Summit Street, Toledo, Ohio, 43604-2617, Attention: Legal Department. Our telephone number is: (419) 252-5500.

About This Prospectus

This prospectus is part of a registration statement that we filed with the Securities and Exchange Commission using a “shelf” registration or continuous offering process. Under this shelf registration process, selling securityholders may from time to time sell the securities described in this prospectus in one or more offerings.

This prospectus provides you with a general description of the securities that the selling securityholders may offer. A selling securityholder may be required to provide you with a prospectus supplement containing specific information about the selling securityholder and the terms of the securities being offered. That prospectus supplement may include additional risk factors or other special considerations applicable to those securities. A prospectus supplement may also add, update or change information in this prospectus. If there is any inconsistency between the information in this prospectus and any prospectus supplement, you should rely on the information in that prospectus supplement. You should read both this prospectus and any prospectus supplement together with the additional information described under the heading “Where You Can Find More Information.”

Cautionary Note Regarding Forward-Looking Statements

This prospectus includes forward-looking statements. We have based these forward-looking statements on our current expectations and projections about future events. We identify forward-looking statements in this prospectus by using words or phrases such as “anticipate”, “believe”, “estimate”, “expect”, “intend”, “may be”, “objective”, “plan”, “predict”, “project”, “will be” and similar words or phrases, or the negative of those words or phrases.

These forward-looking statements are subject to numerous assumptions, risks and uncertainties. Factors which may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by us in those statements include, among others, the following:

• changes in the health care industry because of political and economic influences;

• changes in Medicare, Medicaid and certain private payors’ reimbursement levels;

iii

• existing government regulations and changes in, or the failure to comply with, governmental regulations or the interpretations thereof;

• changes in current trends in the cost and volume of patient-care related claims and workers’ compensation claims and in insurance costs related to such claims;

• the ability to attract and retain qualified personnel;

• our existing and future debt which may affect our ability to obtain financing in the future or to comply with our debt covenants;

• our ability to control operating costs;

• integration of acquired businesses;

• changes in, or the failure to comply with, regulations governing the transmission and privacy of health information;

• state regulation of the construction or expansion of health care providers;

• legislative proposals for health care reform;

• competition;

• the failure to comply with occupational health and safety regulations;

• the ability to enter into managed care provider arrangements on acceptable terms;

• pending or threatened litigation;

• a reduction in cash reserves and shareholders’ equity upon our repurchase of our stock;

• an increase in senior debt or reduction in cash flow upon our purchase or sale of assets; and

• conditions in the financial markets.

Although we believe the expectations reflected in our forward-looking statements are based upon reasonable assumptions, we can give no assurance that we will attain these expectations or that any deviations will not be material. Except as otherwise required by the federal securities laws, we disclaim any obligations or undertaking to publicly release any updates or revisions to any forward-looking statement contained in this report to reflect any change in our expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based.

Prospectus Summary

This summary highlights the information contained elsewhere or incorporated by reference into this prospectus. Because this is only a summary, it does not contain all of the information that may be important to you. For a more complete understanding of this offering, we encourage you to read this entire prospectus together with the documents incorporated by reference into this prospectus.

In this prospectus, “the Company”, “we”, “our”, and “us” refer to Manor Care, Inc. With respect to the descriptions of our business contained in this offering prospectus, such terms refer to Manor Care, Inc. and our subsidiaries.

Our Company

We are a leading provider of long-term health care with one of the largest networks of skilled nursing and assisted living facilities in the United States. We own or operate 363 high-quality skilled nursing and assisted living facilities in 32 states, with more than 60% of our facilities located in Florida, Illinois, Michigan, Ohio and Pennsylvania. We generated approximately 86% of our total revenues for the year ended December 31, 2002 from skilled nursing and assisted living services. The balance of our revenues was derived from a broad range of ancillary health care services, including subacute medical and rehabilitation care, rehabilitation therapy and home health and hospice care. We provide these services through many of our long-term care facilities and through 91 outpatient therapy clinics and 88 home health care or hospice offices. We believe we have a favorable quality mix with approximately 67% of our long-term care and rehabilitation revenues for the year ended December 31, 2002 generated from private pay and Medicare sources. We operate primarily under the respected “ManorCare”, “Heartland” and “Arden Courts” names. Our common stock is traded on the New York Stock Exchange under the symbol “HCR”.

Manor Care, Inc. is a Delaware corporation. Our principal executive offices are located at 333 North Summit Street, Toledo, Ohio 43604-2617 and our telephone number at that address is (419) 252-5500. Our website is located at www.manorcare.com. The information on our website is not part of this prospectus.

The Offering

The following summary contains basic information about the notes and is not intended to be complete. It does not contain all the information that is important to you. For a more complete understanding of the notes, please refer to the section of this document entitled “Description of Notes”. For purposes of the description of the notes included in this prospectus, references to “the Company”, “Issuer”, “us”, “we” and “our” refer only to Manor Care, Inc. and do not include our subsidiaries.


Issuer		Manor Care, Inc., a Delaware corporation.

Securities		$100,000,000 principal amount of 2.125% Convertible Senior Notes due 2023 and the common stock issuable upon conversion of the notes.

Maturity		April 15, 2023, unless earlier redeemed, repurchased or converted.

Interest		2.125% per year on the principal amount, payable semiannually in arrears on April 15 and October 15 of each year, beginning on October 15, 2003. We will pay contingent interest if it becomes payable as described below and elsewhere in this prospectus.

Contingent Interest		We will pay contingent interest to the holders of notes during any six-month period from April 15 to October 14 and from October 15 to April 14, commencing with the six-month period beginning April 15, 2010 if the average note price for the Applicable Five Trading Day Period (each as defined in “Description of Notes — Contingent Interest”) equals 120% or more of the principal amount of such notes. The amount of contingent interest payable per note in respect of any six-month period will equal 0.25% of the average price of a note for the selected five trading day reference period.

Conversion Rights		Holders may convert their notes prior to stated maturity, in multiples of $1,000 principal amount, at any time at the option of the holder under the following circumstances:

		(i) if the average of the last reported sale prices of our common stock for the 20 trading days immediately prior to the conversion date is greater than or equal to 120% of the conversion price per share of common stock on such conversion date; or

		(ii) if the notes have been called for redemption; or

		(iii) upon the occurrence of specified corporate transactions described under “Description of Notes — Conversion Rights”; or

		(iv) if the credit ratings assigned to the notes by Moody’s Investors Service, Inc. or Standard & Poor’s Ratings Services are below Ba3 and BB+, respectively, or the notes are no longer rated by at least one of these ratings agencies.


Redemption at Our Option		On or after April 15, 2010, we may redeem for cash all or part of the notes, upon not less than 30 nor more than 60 days’ notice before the redemption date by mail to the trustee, the paying agent and each holder of notes, at 100% of the principal amount of the notes to be redeemed, plus accrued and unpaid interest, including any contingent interest, to but excluding the redemption date.

Purchase of Notes by Us at the Option of the Holder		You have the right to require us to purchase all or a portion of your notes on April 15, 2005, April 15, 2008, April 15, 2010, April 15, 2013 and April 15, 2018 (each, a “purchase date”). In each case, the purchase price payable will be equal to 100% of the principal amount of the notes to be purchased plus any accrued and unpaid interest, including any contingent interest, to but excluding the purchase date. Any notes we purchase on April 15, 2005 will be paid for in cash. For the April 15, 2008, 2010, 2013 and 2018 purchase dates, we may choose to pay the purchase price in cash or shares of our common stock or a combination of cash and shares of our common stock, provided that we will pay accrued and unpaid interest, including any contingent interest, in cash.

Fundamental Change		If we undergo a Fundamental Change (as defined in this prospectus), you will have the option to require us to purchase all or any portion of your notes. The Fundamental Change purchase price will be 100% of the principal amount of the notes to be purchased plus any accrued and unpaid interest, including any contingent interest, to but excluding the Fundamental Change purchase date. We may pay the Fundamental Change purchase price for such notes in cash, in shares of our common stock valued at their market price (determined as described herein) or any combination thereof.

Guarantees; Elimination; Reinstatement		The payments on the notes will be guaranteed by Manor Care of America, Inc. (MCA), our wholly-owned subsidiary, and each of our existing and future subsidiaries that guarantees the obligations of MCA under its $150.0 million principal amount of 7 1/2% Senior Notes due 2006 and our obligations under our $200.0 million principal amount of 8% Senior Notes due 2008 and our $200.0 million principal amount of 6.25% Senior Notes due 2013. The guarantees will be unsecured senior indebtedness of our subsidiary guarantors.

		In the event the obligations of any subsidiary guarantor under the 2006 Notes, the 2008 Notes, the 2013 Notes, and our senior revolving credit facility are terminated, such subsidiary guarantor will also be released from its obligations under its subsidiary guarantee. In the event an existing or future subsidiary of the Company guarantees any indebtedness of the Company, then such subsidiary shall guarantee the Company’s indebtedness under the notes.

Ranking		The notes will rank equally in right of payment with all our existing and future unsecured senior debt and are senior in right of payment to all our future subordinated debt. The indenture does not limit the amount of debt that we or our subsidiaries may incur. The guarantees will rank equally in right of payment with the existing and


		future unsecured senior debt of our subsidiary guarantors and will be senior in right of payment to the future subordinated debt of our subsidiary guarantors. The notes and the guarantees will effectively rank junior to any secured indebtedness of the Company or its subsidiary guarantors, to the extent of the assets securing such indebtedness. If the guarantees of the notes are eliminated, the notes will be structurally junior to all liabilities of our subsidiaries.

U.S. Federal Income Tax Considerations		We and each holder agree in the indenture to treat the notes as contingent payment debt instruments for U.S. federal income tax purposes. As a holder of notes, you will agree to accrue original issue discount on a constant yield to maturity basis at a rate comparable to the rate at which we would borrow in a noncontingent, nonconvertible borrowing, which we determined to be 7.34%, compounded semi-annually, even though the notes will have a lower stated yield to maturity. A U.S. holder may recognize taxable income in each year significantly in excess of interest payments (whether fixed or contingent) actually received in that year. Additionally, a U.S. holder will generally be required to recognize ordinary income on the gain, if any, realized on a sale, exchange, conversion, redemption or repurchase of the notes. In computing such gain, the amount realized by a U.S. holder will include in the case of a conversion, the amount of cash and fair market value of the shares received. The application of the contingent payment debt rules is uncertain, and no ruling will be obtained from the Internal Revenue Service concerning the application of these rules to the notes. You should consult your own tax advisor concerning the tax consequences of owning the notes. See “Material United States Federal Income Tax Considerations.”

Use of Proceeds		We will not receive any of the proceeds from the sale by the selling securityholders of the notes or common stock issuable upon conversion of the notes.

Book-Entry Form		The notes will be issued in book-entry form and will be represented by permanent global certificates deposited with, or on behalf of, The Depository Trust Company (“DTC”) and registered in the name of a nominee of DTC. Beneficial interests in any of the notes will be shown on, and transfers will be effected only through, records maintained by DTC or its nominee and any such interest may not be exchanged for certificated securities, except in limited circumstances.

Absence of a Public Market for the Notes		There is currently no established market for the notes. Accordingly, we cannot assure you as to the development or liquidity of any market for the notes. We do not intend to apply for a listing of the notes, on any securities or any automated dealer quotation system. Our common stock is listed on the New York Stock Exchange under the symbol “HCR.”

Risk Factors

In evaluating an investment in the notes, prospective investors should carefully consider, along with the other information set forth in this prospectus, the specific factors set forth under “Risk Factors” for risk involved with an investment in the notes.

Risk Factors

Our business, operations and financial condition are subject to various risks. We describe some of these risks below, and you should carefully consider the following factors and other information contained and incorporated by reference in this prospectus. This section does not describe all the risks applicable to us, our industry or our business, and we intend it only as a summary of certain material factors.

Our indebtedness could adversely affect our financial health and make it more difficult for us to fulfill our obligations under the notes.

At March 31, 2003, our total consolidated indebtedness was $611.6 million. After giving effect to the issuance of the notes and the concurrent issuance of the 6.25% Senior Notes due 2013 and our new three-year senior revolving credit facility, and the use of proceeds from those transactions, including the repurchase of $25.0 million of our common stock, at March 31, 2003, our total consolidated indebtedness would have been approximately $675.0 million. In the future, for updated information regarding our consolidated indebtedness, see our annual reports on Form 10-K and our quarterly reports on Form 10-Q, which are incorporated by reference into this prospectus.

Our indebtedness could have important consequences to you. For example, it could:

• make it more difficult for us to satisfy our obligations with respect to the notes;

• increase our vulnerability to general adverse economic and industry conditions;

• require us to dedicate a substantial portion of our cash flow from operations to payments on our indebtedness, thereby reducing the availability of our cash flow to fund acquisitions, working capital, capital expenditures and other general corporate purposes;

• limit, along with the financial and other restrictive covenants in our indebtedness, our ability to borrow a significant amount of additional funds;

• limit, along with the financial and other restrictive covenants in our indebtedness, our flexibility in planning for, or reacting to, changes in our business and the industry in which we operate; and

• place us at a competitive disadvantage compared to our competitors that have less debt.

We may be able to incur additional indebtedness in the future which could intensify the risks listed above. The indenture relating to the notes does not limit the amount of debt that we or our subsidiaries may incur.

Our business is conducted through our subsidiaries.

Our operations are conducted through our subsidiaries. As a result, we depend on dividends, loans or advances, or payments from our subsidiaries to satisfy our financial obligations and make payments to our investors. The ability of our subsidiaries to pay dividends and make other payments to us is restricted by, among other things, applicable corporate and other laws and regulations as well as, in the future, agreements to which our subsidiaries may be a party. Although the notes are guaranteed by the subsidiary guarantors, each guarantee is subordinated to all secured debt of the relevant subsidiary guarantor. Moreover, not all of our subsidiaries are guarantors. For the year ended December 31, 2002, our non-guarantor subsidiaries represented less than 3.0% of our revenues, assets and income before income taxes and minority interest.

Not all of our subsidiaries are guarantors and assets of non-guarantor subsidiaries may not be available to make payments on the notes and our subsidiary guarantees may be released in the future if certain events occur.

Our existing and future subsidiaries that do not guarantee the obligations of our wholly-owned subsidiary Manor Care of America, Inc. (MCA) under its $150.0 million principal amount of 7 1/2% Senior Notes due 2006, or our obligations under our $200.0 million principal amount 8% Senior Notes due 2008, are also not be guarantors of the notes or the 6.25% Senior Notes due 2013. Payments on the notes are only required to be made by us and the subsidiary guarantors. As a result, no payments are required to be made from assets of subsidiaries which do not guarantee the notes unless those assets are transferred, by dividend or otherwise, to us or a subsidiary guarantor.

In the event of a bankruptcy, liquidation or reorganization of any of the non-guarantor subsidiaries, holders of their debt, including their trade creditors, will generally be entitled to payment of their claims from the assets of those subsidiaries before any assets are made available for distribution to us. For the year ended December 31, 2002, our non-guarantor subsidiaries represented less than 3.0% of our revenues, assets and income before income taxes and minority interest.

Each subsidiary guarantor that is released from its obligations under MCA’s 7 1/2% Senior Notes due 2006 or any related guarantees, its obligations under our 8% Senior Notes due 2008 or any related guarantees, its obligations under the 6.25% Senior Notes due 2013 or any related guarantees, its obligations under our senior revolving credit facility and any guarantee with respect to such credit facility will also be released as a guarantor under the notes. Upon such release, the notes will effectively rank junior to all liabilities of such subsidiary, whether or not such liabilities are secured or unsecured.

Although your notes are referred to as “senior notes”, and the subsidiary guaranties are senior obligations of our subsidiaries, each will be effectively subordinated to our secured debt and any secured liabilities of our subsidiaries.

The notes will effectively rank junior to any of our secured debt or any secured debt of our subsidiaries, to the extent of the assets securing that debt. In the event of bankruptcy, liquidation, reorganization or other winding up of Manor Care, our assets that secure secured debt will be available to pay obligations on the notes only after that secured debt has been repaid in full from these assets. We advise you that there may not be sufficient assets remaining to pay amounts due on any or all the notes then outstanding. The guarantees of the notes will similarly effectively rank junior to any secured debt of the applicable subsidiary, to the extent of the assets securing that debt. In addition to the guarantees of the credit facilities, MCA’s 7 1/2% Senior Notes due 2006 and the 8% Senior Notes, subsidiaries of the Company had additional indebtedness of $25.9 million as of March 31, 2003, substantially all of which was secured.

A change in control may adversely affect us or the notes.

Our $200.0 million three-year senior revolving credit facility provides that certain change of control events with respect to us will constitute a default. In addition, future debt we incur may limit our ability to repurchase the notes upon a change of control or require us to offer to redeem that future debt upon a change of control. Moreover, if you or other investors in our notes exercise the repurchase right for a change of control, it may cause a default under that debt, even if the change of control itself does not cause a default, due to the financial effect of such a purchase on us. Finally, if a change of control event occurs, we cannot assure you that we will have enough funds to repurchase all the notes.

Furthermore, the change in control provisions may in certain circumstances make more difficult or discourage a takeover of Manor Care and the removal of incumbent management.

Our business and financial results depend on our ability to generate sufficient cash flows to service our debt or refinance our debt on commercially reasonable terms.

Our ability to make payments on and to refinance our debt and to fund planned expenditures depends on our ability to generate cash flow in the future. This, to some extent, is subject to general economic, financial,

competitive, legislative and regulatory factors and other factors that are beyond our control. In addition, our ability to borrow funds under our $200.0 million three-year senior revolving credit facility will depend on our satisfying various covenants. These covenants, among other things:

• limit our ability and the ability of our subsidiaries to borrow and to place liens on our assets or their assets;

• require us to comply with a debt to capitalization ratio test, fixed charge coverage ratio test and leverage ratio test;

• limit our ability to merge with other parties or sell all or substantially all of our assets;

• limit our and our subsidiaries’ ability to make certain acquisitions and to dispose of assets; and

• limit our ability to pay dividends and redeem capital stock.

We cannot assure you that our business will generate cash flows from operations or that future borrowings will be available to us under our $200.0 million three-year senior revolving credit facility in an amount sufficient to enable us to pay our debt or to fund our other liquidity needs.

Our inability to generate sufficient cash flow to service our debt would have a material adverse effect on our business and results of operations.

We may make acquisitions that could subject us to a number of operating risks.

We anticipate that we may continue to make acquisitions of, investments in, and strategic alliances with complementary businesses to enable us to add services for our core customer base and for adjacent markets, and to expand each of our businesses geographically. However, implementation of this strategy entails a number of risks, including:

• inaccurate assessment of undisclosed liabilities;

• entry into markets in which we may have limited or no experience;

• diversion of management’s attention from our core business;

• difficulties in assimilating the operations of an acquired business or in realizing projected efficiencies and cost savings; and

• increase in our indebtedness and a limitation in our ability to access additional capital when needed.

Certain changes may be necessary to integrate the acquired businesses into our operations, to assimilate many new employees and to implement reporting, monitoring, compliance and forecasting procedures. Obtaining anticipated revenue synergies or cost reductions are also a risk in many acquisitions.

We depend upon reimbursement by third-party payors.

Substantially all of our revenues are derived from private and governmental third-party payors. In 2002, approximately 31% of our revenues were derived from Medicare, 33% from Medicaid and approximately 36% from commercial insurers, managed care plans, workers’ compensation payors and other private pay revenue sources. There are increasing pressures from many payors to control health care costs and to reduce or limit increases in reimbursement rates for medical services. Governmental payment programs are subject to statutory and regulatory changes, retroactive rate adjustments, administrative or executive orders and government funding restrictions, all of which may materially increase or decrease the rate of program payments to us for our services. Due to budgetary shortfalls, many states are considering or have enacted cuts to their Medicaid programs, including funding for our services. In the recent past, we have experienced a decrease in revenues primarily attributable to declines in

government reimbursement as a result of the Budget Act. Although certain rate reductions resulting from the Budget Act were mitigated by BBRA 99 and BIPA 2000, the Budget Act significantly changed the method of payment under the Medicare and Medicaid programs for our services. There can be no assurances that payments from governmental or private payors will remain at levels comparable to present levels or will, in the future, be sufficient to cover the costs allocable to patients eligible for reimbursement pursuant to such programs. Our financial condition and results of operations may be affected by the reimbursement process, which in the health care industry is complex and can involve lengthy delays between the time that revenue is recognized and the time that reimbursement amounts are settled.

Certain of the increases in Medicare reimbursement for skilled nursing facilities provided for under BBRA 99 and the BIPA 2000 expired on September 30, 2002, the so-called “Medicare cliff”. Congress has not enacted additional legislation to date to further extend these provisions. No assurances can be given as to whether Congress will increase or decrease reimbursement in the future, the timing of any action or the form of relief, if any, that may be enacted. We believe that much of the decrease in revenues from the Medicare cliff will be offset by a shift in the mix of our patients to a higher percentage of Medicare and insurance, as well as the Medicare statutory annual inflationary increase effective October 1, 2003.

We are subject to periodic audits by the Medicare and Medicaid programs, and the paying agencies for these programs have various rights and remedies against us if they assert that we have overcharged the programs or failed to comply with program requirements. Such payment and government agencies could seek to reopen previously filed and reviewed cost reports and to require us to repay any overcharges, or could make deductions from future amounts due to us. As a result of these audits, such agencies are reviewing our cost reports and the payments that we received prior to the implementation of the prospective payment system. We could also be subject to civil false claims assessments, fines, criminal penalties or program exclusions as a result of Department of Justice and/or the Office of Inspector General, U.S. Department of Health and Human Services’ review of any such program violations. Private pay sources also reserve rights to conduct audits and make monetary adjustments.

If we fail to comply with extensive laws and government regulations, we could suffer penalties or be required to make significant changes to our operations.

The health care industry, including our company, is required to comply with extensive and complex laws and regulations at the federal, state and local government levels relating to, among other things:

• licensure and certification;

• adequacy and quality of health care services;

• qualifications of health care and support personnel;

• quality of medical equipment;

• confidentiality, maintenance and security issues associated with medical records;

• relationships with physicians and other referral sources;

• operating policies and procedures;

• addition of facilities and services; and

• billing for services.

Many of these laws and regulations are expansive, and we do not always have the benefit of significant regulatory or judicial interpretation of these laws and regulations. In addition, certain regulatory developments, such as revisions in the building code requirements for assisted living and skilled nursing facilities, mandatory increases in scope and quality of care to be offered to residents and revisions in licensing and certification standards, could have a material adverse effect on us. In the future, different interpretations or enforcement of these laws and

regulations could subject our current or past practices to allegations of impropriety or illegality or could require us to make changes in our facilities, equipment, personnel, services, capital expenditure programs and operating expenses.

If we fail to comply with applicable laws and regulations, we could be subjected to liabilities, including criminal penalties, civil penalties (including the loss of our licenses to operate one or more of our facilities) and exclusion of one or more of our facilities from participation in the Medicare, Medicaid and other federal and state health care programs.

Both federal and state government agencies have heightened and coordinated civil and criminal enforcement efforts as part of numerous ongoing investigations of health care companies and, in particular, skilled nursing facilities and home health agencies. These investigations relate to a wide variety of topics, including:

• cost reporting and billing practices;

• quality of care;

• financial relationships with referral sources; and

• medical necessity of services provided.

In addition, the Office of the Inspector General of the U.S. Department of Health and Human Services and the Department of Justice have, from time to time, established national enforcement initiatives that focus on specific billing practices or other suspected areas of abuse. Such initiatives include review of:

• the appropriateness of therapy services provided to Medicare beneficiaries in skilled nursing facilities;

• appropriate cost allocation between the Medicare-certified and non-certified portions of the facility; and

• billing for ancillary supplies, resident assessments and quality of care.

Like others in the health care industry, we receive requests for information from governmental agencies in connection with their regulatory or investigational authority. Moreover, health care providers are also subject to the federal False Claims Act amendments which in 1986 made it easier for private parties to bring “qui tam” whistleblower lawsuits against companies. Some states have adopted similar state whistleblower and false claims provisions. See “Business-Regulation and Licenses” contained in our annual report on Form 10-K for the year ended December 31, 2002, which we incorporate by reference into this prospectus.

We are required to comply with laws governing the transmission and privacy of health information.

The Health Insurance Portability and Accountability Act of 1996 (HIPAA), requires us to comply with standards for the exchange of health information within our company and with third parties, such as payors, business associates and patients. These include standards for common health care transactions, such as claims information, plan eligibility, payment information and the use of electronic signatures; unique, identifiers for providers, employers, health plans and individuals; security; privacy; and enforcement.

The Department of Health and Human Services finalized the transaction standards on August 17, 2000. While we initially were required to comply with them by October 16, 2002, Congress passed legislation in December 2001 that delayed for one year (until October 16, 2003) the compliance date, but only for entities that submitted a compliance plan to the Department of Health and Human Services by the original implementation deadline, which we did. On February 20, 2003, the Department of Health and Human Services published certain modifications to the final transaction standards, but these changes do not affect the October 16, 2003 compliance deadline. The Department of Health and Human Services issued the privacy standards on December 28, 2000, and, after certain delays, they became effective on April 14, 2001, with a compliance date of April 14, 2003. Sanctions for failing to comply with the Health Insurance Portability and Accountability Act of 1996 health information practices provisions include criminal penalties and civil sanctions. The security standards are effective April 21, 2003, with a compliance date of April 21, 2005 for most covered entities.

If we fail to comply with these standards, we could be subject to criminal penalties and civil sanctions. See “Business-Regulation and Licenses-Health Information Practices” contained in our annual report on Form 10-K for the year ended December 31, 2002, which we incorporate by reference into this prospectus.

State efforts to regulate the construction or expansion of health care providers could impair our ability to expand our operations.

Some states require health care providers (including skilled nursing facilities, home health agencies, hospices and assisted living facilities) to obtain prior approval, known as a certificate of need (CON), for:

• the purchase, construction or expansion of health care facilities;

• capital expenditures exceeding a prescribed amount; or

• changes in services or bed capacity.

To the extent that we require a certificate of need or other similar approvals to expand our operations, either by acquiring facilities or expanding or providing new services or other changes, our expansion could be adversely affected by the failure or inability to obtain the necessary approvals, changes in the standards applicable to those approvals, and possible delays and expenses associated with obtaining those approvals. We cannot assure you that we will be able to obtain certificate of need approval for all future projects requiring that approval.

If certain of our operations are found not to qualify for an exception under Medicare’s related party rule, we may be required to return payments we received in the past.

Before the Medicare program implemented the prospective payment system for skilled nursing facilities, it limited certain allowable costs for items and services provided by companies that are associated or affiliated with a Medicare provider or have control of, or are controlled by, a Medicare provider. Many state Medicaid programs have adopted the same rule in determining costs that will be included in the payment rates. Unless a provider qualifies for the exception to the related party rule, the Medicare program will only reimburse the provider for the cost incurred by the related party in providing products or services, rather than the related party’s charge. An organization can qualify for the exception to the related party rule by meeting the following criteria:

• the entities are bona fide separate organizations;

• a substantial part of the supplying organization’s business activity is conducted with non-related organizations and there is an open, competitive market for the services or products;

• the services or products are commonly obtained by a provider from other organizations and are not a basic element of patient care ordinary furnished directly to patients by the providers; and

• the charge to the provider is in line with the charge for these services and products in the open market and no more than the charge made under comparable circumstances to others.

The Medicare program has taken the position for cost reporting years 1997 through 1999 that one of our subsidiaries providing rehabilitation management services is a related party and that certain fees paid to this entity should be adjusted based upon the related party rule. The Maryland Medicaid program has taken the same position, based upon the Medicare program’s position. We have appealed the decisions of the Medicare program and Maryland Medicaid program to adjust these fees. We have signed a settlement agreement with Medicare for cost reporting years 1997, 1998 and 1999 that involves a payment to Manor Care, which was not material to our financial results. We have also signed a settlement agreement with the State of Maryland for cost reporting years 1998 and 1999 related to three Manor Care nursing facilities that involves a payment to Manor Care, which is not expected to be material to our financial results. Other state Medicaid programs could take the same position as the Medicare program and the Maryland Medicaid program.

Health care reform legislation may affect our business.

In recent years, there have been numerous initiatives on the federal and state levels for comprehensive reforms affecting the payment for and availability of health care services. Aspects of certain of these health care initiatives, such as reductions in funding of the Medicare and Medicaid programs; potential changes in reimbursement regulations by the Centers for Medicare & Medicaid Services; enhanced pressure to contain health care costs by Medicare, Medicaid and other payors; and greater state flexibility and additional operational requirements in the administration of Medicaid, could adversely affect us. There can be no assurance as to the ultimate content, timing or effect of any health care reform legislation, nor is it possible at this time to estimate the impact of potential legislation on us. That impact may be material to our financial condition or our results of operations.

We face national, regional and local competition.

Our nursing facilities compete primarily on a local and regional basis with many long-term care providers, some of whom may own as few as a single nursing center. Our ability to compete successfully varies from location to location depending on a number of factors, including the number of competing centers in the local market, the types of services available, quality of care, reputation, age and appearance of each center and the cost of care in each locality.

We also compete with a variety of other companies in providing assisted living services, rehabilitation therapy services and home health care services. Given the relatively low barriers to entry and continuing health care cost containment pressures in the assisted living industry, we expect that the assisted living industry will become increasingly competitive in the future. Increased competition in the future could limit our ability to attract and retain residents, to maintain or increase resident service fees, or to expand our business.

Labor costs may increase with a potential shortage of qualified personnel.

A shortage of nurses or other trained personnel and general inflationary pressures have required us to enhance our wage and benefits packages in order to compete for qualified personnel. Labor costs account for approximately 64% of the operating expenses of our long-term care segment in 2002. We compete with other health care providers to attract and retain qualified or skilled personnel. We also compete with various industries for lower-wage employees. Although we currently do not face a staffing shortage in all markets where we operate, we have used high-priced temporary help to supplement staffing levels in markets with shortages of health care workers, primarily in 2001 and 2000. If a shortage of nurses or other health care workers occurred in all geographic areas in which we operate, it could adversely affect our ability to attract and retain qualified personnel and could further increase our operating costs.

Our operations are subject to occupational health and safety regulations.

We are subject to a wide variety of federal, state and local occupational health and safety laws and regulations. Among the types of regulatory requirements faced by health care providers such as us are: air and water quality control requirements, occupational health and safety requirements (such as standards regarding blood-borne pathogens and ergonomics), waste management requirements, specific regulatory requirements applicable to asbestos, polychlorinated biphenyls and radioactive substances, requirements for providing notice to employees and members of the public about hazardous materials and wastes and certain other requirements. If we fail to comply with these standards, we may be subject to sanctions and penalties.

The cost of general and professional liability claims may increase.

The significant increase in patient care liability costs in the past three years is a critical issue for our industry. General and professional liability claims for the long-term care industry have become increasingly expensive. The long-term care industry received some assistance with the passage of a measure of tort reform in Florida in May 2001 that became fully effective on October 5, 2001. Despite those reforms, if patient care claims continue to increase in number and size, our future financial condition and operating results may be adversely affected.

We are subject to material litigation.

We are, and may in the future be, subject to litigation which, if determined adversely to us, could have a material adverse effect on our business or financial condition. In addition, some of the companies and businesses we have acquired have been subject to similar litigation. Pending, threatened or future litigation, whether or not described in this prospectus, could have a material adverse effect on our financial condition or our results of operations. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations-Contingencies and Commitments” and “Legal Proceedings” contained in our annual report on Form 10-K for the year ended December 31, 2002, which we incorporate by reference into this prospectus.

Federal and state statutes allow courts, under specific circumstances, to void guarantees and require holders of the notes to return payments received from us or our subsidiary guarantors.

Under the federal bankruptcy law and comparable provisions of state fraudulent transfer laws, a guarantee could be voided, or claims in respect of a guarantee could be subordinated to all other debts of that guarantor if, among other things, the guarantor, at the time it incurred the debt evidenced by its guarantee:

• issued the guarantee to delay, hinder or defraud present or future creditors; or

• received less than reasonably equivalent value or fair consideration for the incurrence of such guarantee,

and at the time it issued the guarantee:

• was insolvent or rendered insolvent by reason of such incurrence; or

• was engaged or about to engage in a business or transaction for which the guarantor’s remaining unencumbered assets constituted unreasonably small capital to carry on its business; or

• intended to incur, or believed that it would incur, debts beyond its ability to pay the debts as they mature.

In addition, any payment by that guarantor pursuant to its guarantee could be voided and required to be returned to the guarantor, or to a fund for the benefit of the creditors of the guarantor.

The measures of insolvency for purposes of these fraudulent transfer laws will vary depending upon the law applied in any proceeding to determine whether a fraudulent transfer has occurred. Generally, however, a guarantor would be considered insolvent if, at the time it incurred the debt:

• the sum of its debts, including contingent liabilities, were greater than the fair saleable value of all of its assets;

• if the present fair saleable value of its assets were less than the amount that would be required to pay its probable liability on its existing debts, including contingent liabilities, as they become absolute and mature; or

• it could not pay its debts as they become due.

We cannot be sure as to the standards that a court would use to determine whether or not the subsidiary guarantors were solvent at the relevant time, or, regardless of the standard that the court uses, that the issuance of the guarantee of the notes would not be voided or the guarantee of the notes would not be subordinated to that subsidiary guarantor’s other debt.

If a case were to occur, any guarantee of the notes incurred by one or more of the subsidiary guarantors could also be subject to the claim that, since the guarantee was incurred for our benefit, and only indirectly for the benefit of the subsidiary guarantor, the obligations of the applicable guarantor were incurred for less than fair consideration.

A court could thus void the obligations under the guarantee or subordinate the guarantee to the applicable guarantor’s other debt or take other action detrimental to holders of the notes.

We may repurchase our stock and reduce cash reserves and shareholders’ equity that is available for repayment of the notes.

We have in the past repurchased, and expect to continue to repurchase, our stock in the open market or in privately negotiated transactions. As of March 31, 2003, we had authority to repurchase $104.9 million of our common stock. As of April 8, 2003, $34.5 million of this amount had been utilized. In addition, on April 7, 2003, our board of directors authorized us to repurchase an additional $100.0 million of our common stock. Concurrently with our issuance of the notes and the establishment of our new three-year senior revolving credit facility, we acquired $25.0 million of our common stock from purchasers of the notes. In the future, we may purchase our stock with cash or other assets of Manor Care. These purchases may be significant. Any purchase would reduce cash and shareholders’ equity that is available to pay the notes.

We may purchase or sell assets which may increase senior debt or reduce cash flow respectively.

We frequently purchase and sell assets. Purchases may reduce cash or increase senior debt. We also sell assets, which may reduce our cash flow as earnings from sold operations are no longer available.

Future sales of our common stock may depress our stock price.

Sales of a substantial number of shares of our common stock in the public market could depress the market price of the notes or our common stock, or both, and impair our ability to raise capital though the sale of additional equity securities. Furthermore, as of December 31, 2002, we held approximately $9.6 million registered shares of our common stock in reserve for future issuance to our employees, directors and consultants pursuant to our stock option and restricted stock award programs.

Our reported earnings per share may be more volatile because of the conversion contingency provision of the notes.

Holders of the notes are entitled to convert the notes into our common stock, among other circumstances, if the average of the last reported sale prices of our common stock for the 20 trading days immediately prior to the conversion date is greater than or equal to 120% of the conversion price per share of common stock on such conversion date. Until this contingency or another conversion contingency is met, the shares underlying the notes are not included in the calculation of our basis or fully diluted earnings per share. Should this contingency be met, fully diluted earnings per share would be expected to decrease as a result of the inclusion of the underlying shares in the fully diluted earnings per share calculation. Volatility in our stock price could cause this condition to be met in one quarter and not in a subsequent quarter, increasing the volatility of fully diluted earnings per share.

We may issue additional equity securities, which would lead to dilution of our issued and outstanding common stock.

The issuance of additional equity securities or securities convertible into equity securities would result in dilution of existing stockholders’ equity interest in us. We are authorized to issue, without stockholder approval, 5,000,000 shares of preferred stock, $.01 par value per share, in one or more series, which may give other stockholders dividend, conversion, voting, and liquidation rights, among other rights, which may be superior to the rights of holders of our common stock. Our board of directors has the authority to issue, without the vote or action of stockholders, shares of preferred stock in one or more series, and has the ability to fix the rights, preferences, privileges and restrictions of any such series. Any such series of preferred stock could contain dividend rights, conversion rights, voting rights, terms of redemption, redemption prices, liquidation preferences or other rights superior to the rights of holders of our common stock. Our board of directors has no present intention of issuing any such preferred series, but reserves the right to do so in the future. In addition, we are authorized to issue, without stockholder approval, up to 300,000,000 shares of common stock, $.01 par value per share, of which 88,990,689

were outstanding as of June 30, 2003. We are also authorized to issue without stockholder approval, securities convertible in either common stock or preferred stock.

The market price of the notes could be significantly affected by the market price of our common stock and other factors.

We expect that the market price of our notes will be significantly affected by the market price of our common stock. This may result in greater volatility in the market price of the notes than would be expected for nonconvertible debt securities. The market price of our common stock will likely continue to fluctuate in response to factors including the factors discussed elsewhere in this “Risk Factors” section and under the caption “Forward Looking Statements,” many of which are beyond our control.

The notes are not protected by restrictive covenants.

The indenture governing the notes does not contain any financial or operating covenants or restrictions on the payments of dividends, the incurrence of indebtedness or the issuance or repurchase of securities by us or any of our subsidiaries. The indenture contains no covenants or other provisions to afford protection to holders of the notes in the event of a fundamental change involving Manor Care except to the extent described under “Description of Notes — Fundamental Change Permits Holders to Require Us to Purchase Notes.”

We may not have the ability to raise the funds necessary to purchase the notes upon a fundamental change or other purchase date, as required by the indenture governing the notes.

On April 15, 2005, holders of the notes may require us to purchase their notes for cash. In addition, holders may also require us to purchase their notes upon a fundamental change as described under “Description of Notes — Fundamental Change Permits Holders to Require Us to Purchase Notes.” A fundamental change may also constitute an event of default, and result in the acceleration of the maturity of our then-existing indebtedness, under another indenture or other agreement. We cannot assure you that we would have sufficient financial resources, or would be able to arrange financing, to pay in cash the purchase price or fundamental change purchase price for the notes tendered by the holders. Failure by us to purchase the notes when required will result in an event of default with respect to the notes.

The trading market for the notes may be limited.

The notes are a new issue of securities for which there is currently no trading market. We do not intend to list the notes on any national securities exchange or automated quotation system. Accordingly, we cannot predict whether an active trading market for the notes will develop or be sustained. If an active trading market for the notes fails to develop or be sustained, the trading price for the notes could fall.

Moreover, even if an active trading market for the notes were to develop, the notes could trade at prices that may be lower than the initial offering price of the notes. Future trading prices of the notes will depend on many factors, including, among other things, prevailing interest rate, our operating results, the price of our common stock and the market for similar securities. Historically, the market for convertible debt has been subject to disruptions that have caused volatility in prices. It is possible that the market for the notes will be subject to disruptions which may have a negative effect on the holders of the notes, regardless of our prospects or financial performance.

You should consider the U.S. federal income tax consequences of owning the notes and the shares of common stock issuable upon conversion of the notes.

We and each holder agree in the indenture to treat the notes as indebtedness that is subject to United States Treasury regulations governing contingent payment debt instruments. The following discussion assumes that the notes will be so treated, though we cannot assure you that the Internal Revenue Service will not assert that the notes should be treated differently. Under the contingent payment debt regulations, a holder will be required to include amounts in income, as original issue discount, in advance of cash such holder receives on a note, and to accrue interest on a constant yield to maturity basis at a rate comparable to the rate at which we would borrow in a noncontingent, nonconvertible borrowing, even though the note will have significantly lower stated rate of interest.

A U.S. holder will recognize taxable income significantly in excess of cash received while the notes are outstanding. In addition a U.S. holder will recognize ordinary income upon a sale, exchange, conversion, redemption or repurchase of the notes at a gain. In computing such gain, the amount realized by a U.S. holder will include, in the case of a conversion, the amount of cash and the fair market value of shares received. Holders are urged to consult their own tax advisors as to the U.S. federal, state and other tax consequences of acquiring, owning and disposing of the notes and the shares of common stock issuable upon conversion of the notes. For more information, see “Material United States Federal Income Tax Considerations.”

The Transactions

Concurrently with the offering of the notes, we offered $200.0 million principal amount of 6.25% Senior Notes due 2013. The initial purchasers of the notes were granted an over-allotment option to purchase up to $10.0 million principal amount of additional notes and exercised the full amount of that option on April 28, 2003. In addition, we entered into a new $200.0 million three-year senior revolving credit facility on April 21, 2003. We used the combined proceeds of the offerings of the notes and the 6.25% Senior Notes due 2013 to repay approximately $235.9 million of borrowings outstanding under our previous $500.0 million, five-year revolving credit facility, to purchase approximately $25.0 million of our common stock, to pay related fees and expenses, and for general corporate purposes, including additional repurchases of our common stock and increase working capital. The offerings of the notes and the 6.25% Senior Notes due 2013 and our establishment of the new three-year senior revolving credit facility are referred to in this prospectus collectively as the “Transactions”.

6.25% Senior Notes due 2013. Concurrently with the offering of the notes, we offered $200.0 million principal amount of 6.25% Senior Notes due 2013 in a separate offering. We pay interest to the holders of the 6.25% Senior Notes due 2013, which we may redeem in whole or in part at any time. Upon a change of control that is accompanied by a rating decline, each holder of the 6.25% Senior Notes due 2013 may require us to repurchase such holder’s notes, in whole or in part, at a purchase price equal to 101% of the principal amount thereof plus accrued buy unpaid interest to the purchase date.

Revolving Credit Facility. On April 21, 2003, we entered into a new $200.0 million three-year senior revolving credit facility. The new senior revolving credit facility contains various covenants, restrictions and events of default. Among other things, these provisions require us to maintain certain financial ratios and impose certain limits on our subsidiaries’ ability to incur indebtedness, create liens, declare dividends, repurchase stock, dispose of assets and make acquisitions.

Use of Proceeds

The selling securityholders will receive all of the proceeds from the sale of the notes and the common stock issuable upon conversion of the notes offered by this prospectus. We will not receive any proceeds. See “Selling Securityholders” for a list of those persons or entities receiving proceeds from the sale of the notes and the common stock issuable upon conversion of the notes.

We received combined proceeds of $291.9 million from the Transactions (after deducting transaction fees and expenses). We used the combined proceeds from the Transactions as follows: (i) approximately $235.9 million to repay all borrowings outstanding under our old $500.0 million five-year senior revolving credit facility, (ii) approximately $25.0 million to purchase our common stock concurrently with the issuance of 6.25% Senior Notes due 2013, (iii) approximately $7.5 million to pay related fees and expenses; and (iv) the remainder for general corporate purposes, including additional repurchases of our common stock and increase working capital. After giving effect to the Transactions and the use of proceeds from the Transactions, including the repurchase of $25.0 million of our common stock, as of June 30, 2003 approximately $161.4 million remained for future borrowing under the our senior revolving credit facility.

Certain Relationships and Related Transactions

During 2002 and the first quarter of 2003, National City Corporation and certain of its subsidiaries provided us and certain of our officers with commercial banking, private banking and trust services. Mr. Ormond is a director of National City Corporation and Mr. Siefers is an executive officer of that company and both served in these capacities during 2002 and the first quarter of 2003. For further information regarding Mr. Ormond and Mr. Siefers, see our proxy statement for the annual stockholders’ meeting held May 6, 2003, which we filed with the SEC on April 14, 2003.

Price Range of Common Stock and Dividend Policy

Our common stock is quoted on the New York Stock Exchange under the symbol “HCR”. The following table sets forth, for the periods indicated, the range of high and low sale prices for our common stock. On July 29, 2003 the last reported sale price for our common stock was $29.55 per share.


	Common Stock Price

	Low		High

Year ended 2001
First Quarter	$	17.31	$	25.00
Second Quarter		18.99		31.75
Third Quarter		23.90		34.50
Fourth Quarter		20.45		29.15
Year ended 2002
First Quarter		18.43		23.50
Second Quarter		22.20		27.01
Third Quarter		17.83		23.80
Fourth Quarter		16.24		22.61
Year ending 2003
First Quarter		17.19		20.48
Second Quarter		18.87		26.20

On June 30, 2003, we had approximately 3,049 stockholders of record. Approximately 93 percent of our outstanding shares were registered in the name of The Depository Trust Company, or Cede & Co., which held these shares on behalf of several hundred brokerage firms, banks and other financial institutions. We estimate that the shares attributed to these financial institutions represent the interests of more than 20,000 beneficial owners.

We will pay a quarterly cash dividend of 12.5 cents per share of common stock on August 20, 2003. This cash dividend payment is the first in the company’s history. We currently intend to declare and pay regular quarterly cash dividends; however, there can be no assurance that any such dividends will be declared or paid in the future. The payment and the amount of dividends in the future will be subject to the discretion of our board of directors and will depend on general business conditions, legal restrictions on the payment of dividends, and other factors, including compliance with covenants in our senior revolving credit facility .

Ratio of Earnings to Fixed Charges

The following table presents the Company’s historical and pro forma ratios of earnings to fixed charges for the three months ended March 31, 2003 and for the years ended December 31 of the dates indicated:

Three months ended March 31,

Year Ended December 31,

2003

2002

2001

2000

1999

1998

Ratio of earnings to fixed charges. (1)

5.2x

5.4x

5.1x

2.9x

1.7x

—

(1) No fixed charge coverage ratio result is shown for 1998 and 1999 because earnings are insufficient to cover fixed charges by $38.6 million and $108.8 million, respectively.

Earnings in the ratio of earnings to fixed charges represent the Company’s income from continuing operations before taxes and minority interest that have been adjusted to exclude (i) the effect of any fixed charges that reduced such earnings and (ii) the undistributed income or losses of affiliates accounted for by the equity method, except for losses of equity method affiliates whose debt is guaranteed by the Company.

Fixed charges include interest expense, whether or not classified as such in the earnings statement, as well as the portion of rental expense that is estimated to represent the interest portion (approximately 40%). Interest expense includes capitalized interest, interest on guaranteed debt of an equity method affiliate that is incurring losses, and interest on the Company’s loans against the cash surrender value of corporate owned life insurance (COLI).

Description of Notes

The Company issued the notes under an indenture dated as of April 15, 2003 (the “indenture”) between itself and National City Bank, as trustee (the “trustee”). The terms of the notes include those expressly set forth in the indenture and those made part of the indenture by reference to the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”).

This description of notes is intended to be a useful overview of the material provisions of the notes and the indenture. Since this description is only a summary, you should refer to the indenture for a complete description of the obligations of the Company and your rights.

You will find certain of the definitions of capitalized terms used in this description under the heading “Certain Definitions”. For purposes of this description, references to “the Company”, “we”, “our” and “us” refer only to Manor Care, Inc. and not to its subsidiaries.

General

The Notes

The notes:

• are general unsecured, senior obligations of the Company;

• are limited to an aggregate principal amount of $100.0 million;

• mature on April 15, 2023;

• will be issued in denominations of $1,000 and integral multiples of $1,000;

• are represented by two registered notes in global form;

• rank equally in right of payment to any future unsecured senior Debt of the Company; and

• are unconditionally guaranteed on a senior basis by each Subsidiary of the Company that has guaranteed the 7 1/2% Senior Notes due 2006 issued by Manor Care of America, Inc. (MCA), the 8% Senior Notes due 2008 issued by the Company, the 6.25% Senior Notes due 2013.

Subject to fulfillment of certain conditions described below, the notes may be converted into shares of our common stock initially at an initial conversion price of $31.12 per share of common stock (equivalent to an initial conversion rate of approximately 32.1337 shares of common stock per $1,000 principal amount of notes). The conversion price is subject to adjustment if certain events occur. Upon conversion, you will receive only shares of our common stock. You will not receive any cash payment for interest accrued to the conversion date.

Payments on the Notes; Paying Agent and Registrar

We will pay principal of and interest, including any contingent interest, on the notes at the office or agency designated by the Company in the Borough of Manhattan, The City of New York, except that we may, at our option, pay interest on the notes by check mailed to holders of the notes at their registered address as it appears in the registrar’s books. We have initially designated National City Bank as our paying agent and registrar and its agency in New York, New York as a place where notes may be presented for payment or for registration of transfer. We may, however, change the paying agent or registrar without prior notice to the holders of the notes, and the Company may act as paying agent or registrar.

We will pay principal of and interest on (including any contingent interest), notes in global form registered in the name of or held by The Depository Trust Company or its nominee in immediately available funds to The Depository Trust Company or its nominee, as the case may be, as the registered holder of such global note.

Transfer and Exchange

A holder of notes may transfer or exchange notes at the office of the registrar in accordance with the indenture. The registrar and the trustee may require a holder, among other things, to furnish appropriate endorsements and transfer documents. No service charge will be imposed by the Company, the trustee or the registrar for any registration of transfer or exchange of notes, but the Company may require a holder to pay a sum sufficient to cover any transfer tax or other similar governmental charge required by law or permitted, by the indenture. The Company is not required to transfer or exchange any note selected for redemption. Also, the Company is not required to register any transfer or exchange of any note for a period of 15 days before notes are selected for redemption.

General

The registered holder of a note will be treated as the owner of it for all purposes.

The Company does not intend to list the notes on a national securities exchange.

The indenture does not limit the amount of debt which may be issued by the Company or its Subsidiaries under the indenture or otherwise. The Company and MCA have issued, and are permitted to continue to issue, additional series of debt securities under the other indentures to which it is a party, including the indenture, dated as of June 4, 1996, between MCA and Wilmington Trust Company, as Trustee, and the indenture, dated as of March 8, 2001, between the Company and National City Bank, as Trustee.

Other than restrictions described under “Fundamental Change Permits Holders to Require Us to Purchase Notes” and “Consolidation, Merger and Sale of Assets” below, the indenture does not contain any covenants or other provisions designed to afford holders of the notes protection in the event of a highly leveraged transaction involving the Company or in the event of a decline in the credit rating of the Company as the result of a takeover, recapitalization, highly leveraged transaction or similar restructuring involving the Company that could adversely affect such holders.

Interest

The notes will accrue interest at a rate of 2.125% per year from April 15, 2003 or from the most recent interest payment date to which interest has been paid or duly provided, payable semiannually in arrears on April 15 and October 15 of each year, beginning October 15, 2003. The notes will be issued only in denominations of $1,000 principal amount and integral multiples of $1,000 principal amount.

Interest will be paid to the person in whose name a note is registered at the close of business on April 1 or October 1, as the case may be, immediately preceding the relevant interest payment date. Interest on the notes will be computed on the basis of a 360-day year composed of twelve 30-day months. In addition, we will pay contingent interest under the circumstances described in “ — Contingent interest” below.

Contingent Interest

Subject to the accrual and record date provisions described below, we will pay contingent interest to the holders of notes during any six-month period from April 15 to October 14 and from October 15 to April 14, commencing with the six-month period beginning April 15, 2010, if the average Note Price (as defined below) for the Applicable Five Trading Day Period (as defined below) equals 120% or more of the principal amount of such notes. We will pay contingent interest only in cash. “Applicable Five Trading Day Period” means the five trading days ending on the second trading day immediately preceding the first day of the relevant six-month period.

The amount of contingent interest payable per note in respect of any six-month period will equal .25% of the average Note Price for the Applicable Five Trading Day Period.

Contingent interest, if any, will accrue from April 15 or October 15, as applicable, and will be payable on the next succeeding October 15 or April 15 interest payment date, as the case may be. Contingent interest will be paid to the person in whose name a note is registered at the close of business on April 1 or October 1, as the case may be, immediately preceding the relevant interest payment date on which contingent interest is payable. For information on your obligation to accrue original issue discount on your notes, see “Material United States Federal Income Tax Considerations.”

For financial accounting purposes, our obligation to pay contingent interest on the notes will constitute an embedded derivative, the initial value of which is not material to our consolidated financial position. Any material changes in its value will be reflected in our future income statements in accordance with Statement of Financial Accounting Standards No. 133, “Accounting for Derivative Instruments and Hedging Activities.”

“Trading day” means a day on which our common stock

• is not suspended from trading on any national or regional securities exchange or association or over-the-counter market at the close of business, and

• has traded at least once on the national or regional securities exchange or association or over-the-counter market that is the primary market for the trading of the common stock.

The “Note Price” on any date of determination means the average of the secondary market bid quotations per note obtained by the bid solicitation agent for $10.0 million principal amount of notes at approximately 4:00 p.m., New York City time, on such determination date from three unaffiliated securities dealers we select, provided that if:

• at least three such bids are not obtained by the bid solicitation agent, or

• in our reasonable judgment, the bid quotations are not indicative of the secondary market value of the notes,

then the Note Price will equal (a) the then applicable conversion rate of the notes multiplied by (b) the average last reported sale price (as defined under “ — Conversion rights”) of our common stock for the last five trading days ending on such determination date.

The bid solicitation agent will initially be the trustee. We may change the bid solicitation agent, but the bid solicitation agent will not be our affiliate. The bid solicitation agent will solicit bids from securities dealers that are believed by us to be willing to bid for the notes.

Upon determination of the actual number of shares of our common stock to be paid upon determination that holders will be entitled to receive contingent interest for an interest period, we will disseminate a press release through Dow Jones & Company, Inc. or Bloomberg Business News containing this information or publish the information on our Web site or through such other public medium as we may use at that time.

Ranking

The notes will be general unsecured obligations of the Company that rank senior in right of payment to all existing and future Debt that is expressly subordinated in right of payment to the notes. The notes will rank equally in right of payment with all existing and future liabilities of the Company that are not so subordinated. The notes will effectively rank junior to any secured indebtedness of the Company and similarly the Subsidiary Guarantees will rank junior to any secured indebtedness of the Subsidiary Guarantors, in each case to the extent of the assets securing such indebtedness. In the event of bankruptcy, liquidation, reorganization or other winding up of the Company, the assets of the Company that secure secured Debt will be available to pay obligations on the notes only after all Debt under such secured Debt has been repaid in full from such assets. We advise you that there may not be sufficient assets remaining to pay amounts due on any or all the notes then outstanding. The guarantees of the notes will have a similar ranking with respect to secured and unsecured senior Debt of the Subsidiary Guarantors as the notes do with respect to secured and unsecured senior Debt of the Company as well as with respect to any unsecured

obligations expressly subordinated in right of payment to the guarantees.

For the year ended December 31, 2002, our non-guarantor subsidiaries represented less than 3.0% of our revenues, assets and income before income taxes and minority interest.

At December 31, 2002, our total consolidated indebtedness was $640.5 million. As of June 30, 2003, after giving effect to all of the Transactions, and the use of proceeds from the Transactions, including the repurchase of $25.0 million of our common stock, our total consolidated indebtedness was $673.6 million.

As of June 30, 2003, after giving effect to the Transactions and the use of proceeds from the Transactions, including the repurchase of $25.0 million of our common stock, we had approximately $161.4 million to be available under the Senior Credit Agreement.

In addition to the guarantees of indebtedness under our previous Five-Year Senior Credit Agreement, the 2006 Notes and the 2008 Notes, our subsidiaries had additional indebtedness of $31.4 million as of December 31, 2002, consisting of industrial revenue bonds, mortgages and other liabilities. Each Subsidiary Guarantee of the notes will be effectively subordinated to all secured Debt of the relevant Subsidiary Guarantor to the extent of the value of the assets securing that Debt, substantially all of which was secured. The ability of our subsidiaries to pay dividends and make other payments to us is also restricted by, among other things, applicable corporate and other laws and regulations as well as agreements to which our Subsidiaries may become a party. We may not be able to comply with the provision of the notes that provides that upon a Fundamental Change each holder may require us to repurchase all or a portion of the notes.

Subsidiary Guarantees

The Subsidiary Guarantors will, jointly and severally, unconditionally guarantee the Company’s payment obligations under the notes. Each Subsidiary Guarantee will rank equally in right of payment with all existing and future liabilities of Subsidiary Guarantors that are not subordinated. Each Subsidiary Guarantee will effectively rank junior to any secured indebtedness of its respective Subsidiary Guarantor to the extent of the value of the assets securing such indebtedness. The Subsidiary Guarantees with respect to a note will automatically terminate immediately prior to such note’s conversion.

The obligations of each Subsidiary Guarantor under its Subsidiary Guarantee will be limited as necessary to prevent that Subsidiary Guarantee from constituting a fraudulent conveyance or fraudulent transfer under applicable law.

In the event a Subsidiary Guarantor is sold or disposed of (whether by merger, consolidation, the sale of its Capital Stock or the sale of all or substantially all of its assets (other than by lease)) and whether or not the Subsidiary Guarantor is the surviving corporation in such transaction to a Person which is not the Company or a Subsidiary of the Company, then (x) with respect to Subsidiary Guarantors other than MCA, each such Subsidiary Guarantor will be released from obligations under its Subsidiary Guarantee if all the obligations of such Subsidiary Guarantor under the Senior Credit Agreement, the 2006 Notes, the 2008 Notes, the 2013 Notes and related documentation terminate upon consummation of such transaction and (y) with respect to MCA, MCA will be released from its obligations under its Subsidiary Guarantee if the Company and its remaining Subsidiaries are not liable with respect to any Debt of MCA.

Optional Redemption

No sinking fund is provided for the notes. Prior to April 15, 2010, the notes will not be redeemable. On or after April 15, 2010, we may redeem for cash all or part of the notes at any time, upon not less than 30 nor more than 60 days’ notice before the redemption date by mail to the trustee, the paying agent and each holder of notes, for a price equal to 100% of the principal amount of the notes to be redeemed plus any accrued and unpaid interest, including any contingent interest and any additional amounts, to but excluding the redemption date.

If we decide to redeem fewer than all of the outstanding notes, the trustee will select the notes to be redeemed (in principal amounts of $1,000 or integral multiples thereof) by lot, or on a pro rata basis or by another method the trustee considers fair and appropriate.

If the trustee selects a portion of your note for partial redemption and you convert a portion of the same note, the converted portion will be deemed to be from the portion selected for redemption.

In the event of any redemption in part, we will not be required to:

• issue, register the transfer of or exchange any note during a period of 15 days before the mailing of the redemption notice; or

• register the transfer of or exchange any note so selected for redemption, in whole or in part, except the unredeemed portion of any note being redeemed in part.

Conversion Rights

Subject to the conditions described under the headings “ — Conversion Upon Satisfaction of Sale Price Condition”, “ — Conversion Upon Redemption”, “ — Conversion Upon Specified Corporate Transactions”, “ — Conversion Upon Credit Ratings Event” and “ — Conversion Price Adjustments”, holders may convert each of their notes into shares of our common stock initially at an initial conversion price of $31.12 per share of common stock based on the issue price of the notes (equivalent to an initial conversion rate of approximately 32.1337 shares of common stock per $1,000 principal amount of notes) at any time prior to the close of business on April 15, 2023. The conversion price and the equivalent conversion rate in effect at any given time are referred to as the “applicable conversion price” and the “applicable conversion rate,” respectively, and will be subject to adjustment as described below. A holder may convert fewer than all of such holder’s notes so long as the notes converted are an integral multiple of $1,000 principal amount.

You will not receive any cash payment representing accrued and unpaid interest (including any contingent interest) upon conversion of a note. Instead, upon conversion we will deliver to you a fixed number of shares of our common stock and any cash payment to account for fractional shares. The cash payment for fractional shares will be based on the last reported sale price of our common stock on the trading day immediately prior to the conversion date. Delivery of shares of common stock will be deemed to satisfy our obligation to pay the principal amount of the notes, including accrued and unpaid interest (including any contingent interest). Accrued and unpaid interest (including any contingent interest) will be deemed paid in full rather than canceled, extinguished or forfeited. Notwithstanding the foregoing, a Holder shall be entitled to receive accrued and unpaid interest, including any contingent interest and any additional amounts in respect of a note if the Company calls such note for redemption and such Holder converts its note prior to the redemption date. We will not adjust the conversion price to account for the accrued and unpaid interest (including any contingent interest) or additional amounts. The trustee will initially act as the conversion agent.

If a holder converts notes, we will pay any documentary, stamp or similar issue or transfer tax due on the issue of shares of our common stock upon the conversion, unless the tax is due because the holder requests the shares to be issued in a name other than the holder’s name, in which case the holder will pay that tax.

If a holder wishes to exercise its conversion right, such holder must deliver an irrevocable conversion notice, together, if the notes are in certificated form, with the certificated security, to the conversion agent along with appropriate endorsements and transfer documents, if required, and pay any transfer or similar tax, if required. The conversion agent will, on the holder’s behalf, convert the notes into shares of our common stock. Holders may obtain copies of the required form of the conversion notice from the conversion agent. A certificate for the number of full shares of our common stock into which any notes are converted, together with any cash payment for fractional shares, will be delivered through the conversion agent as soon as practicable, but no later than the fifth business day, following the conversion date.

If a holder has already delivered a purchase notice as described under either “ — Purchase of Notes By Us at the Option of the Holder” or “ — Fundamental Change Permits Holders to Require Us to Purchase Notes” with

respect to a note, however, the holder may not surrender that note for conversion until the holder has withdrawn the notice in accordance with the indenture.

Holders of notes at the close of business on a regular record date will receive payment of interest payable on the corresponding interest payment date notwithstanding the conversion of such notes at any time after the close of business on such regular record date. Notes surrendered for conversion by a holder during the period from the close of business on any regular record date to the opening of business on the next interest payment date, except for notes to be redeemed within this period or on the next interest payment date, must be accompanied by payment of an amount equal to the interest that the holder is to receive on the notes.

Holders of notes at the close of business on a contingent interest record date will receive payment of contingent interest payable on the corresponding contingent interest payment date notwithstanding the conversion of such notes at any time after the close of business on such contingent interest record date. If we are required to pay contingent interest, notes surrendered for conversion by a holder during the period from the close of business on any contingent interest record date to the opening of business on the next contingent interest payment date, except for notes to be redeemed on a date within this period or on the next contingent interest payment date, must be accompanied by payment of an amount equal to the contingent interest that the holder is to receive on the notes.

Holders may surrender their notes for conversion into shares of our common stock prior to stated maturity under the following circumstances.

Conversion Upon Satisfaction of Sale Price Condition

A holder may surrender any of its notes for conversion into shares of our common stock if the average of the last reported sale prices of our common stock for the 20 trading days immediately prior to the conversion date is greater than or equal to 120% of the conversion price per share of common stock on such conversion date.

The “last reported sale price” of our common stock on any date means the closing sale price per share (or if no closing sale price is reported, the average of the bid and ask prices or, if more than one in either case, the average of the average bid and the average asked prices) on that date as reported in composite transactions for the principal U.S. securities exchange on which our common stock is traded or, if our common stock is not listed on a U.S. national or regional securities exchange, as reported by the Nasdaq National Market.

If our common stock is not listed for trading on a United States national or regional securities exchange and not reported by the Nasdaq National Market on the relevant date, the “last reported sale price” will be the last quoted bid price for our common stock in the over-the-counter market on the relevant date as reported by the National Quotation Bureau or similar organization.

If our common stock is not so quoted, the “last reported sale price” will be the average of the mid-point of the last bid and ask prices for our common stock on the relevant date from each of at least three nationally recognized independent investment banking firms selected by us for this purpose.

Conversion Upon Redemption

If we redeem the notes, holders may convert notes into our common stock at any time prior to the close of business on the business day prior to the redemption date, even if the notes are not otherwise convertible at such time.

Conversion Upon Specified Corporate Transactions

If we elect to:

• distribute to all holders of our common stock certain rights entitling them to purchase, for a period expiring within 60 days after the date of the distribution, shares of our common stock at less than the last reported sale price of a share of our common stock at the time of the distribution or

• distribute to all holders of our common stock our assets, debt securities or certain rights to purchase our securities, which distribution has a per share value as determined by our board of directors exceeding 15% of the last reported sale price of our common stock on the day preceding the declaration date for such distribution,

we must notify the holders of the notes at least 20 business days prior to the ex-dividend date for such distribution. Once we have given such notice, holders may surrender their notes for conversion at any time until the earlier of the close of business on the business day prior to the ex-dividend date or our announcement that such distribution will not take place, even if the notes are not otherwise convertible at such time. The ex-dividend date is the first date upon which a sale of the common stock does not automatically transfer the right to receive the relevant dividend from the seller of the common stock to its buyer.

In addition, if we are party to a consolidation, merger or binding share exchange pursuant to which our common stock would be converted into cash or property other than securities, a holder may surrender notes for conversion at any time from and after the date which is 15 days prior to the anticipated effective date of the transaction until 15 days after the actual effective date of such transaction. If we engage in certain reclassifications of our common stock or are a party to a consolidation, merger, binding share exchange or transfer of all or substantially all of our assets pursuant to which our common stock is converted into cash, securities or other property, then at the effective time of the transaction, the right to convert a note into common stock will be changed into a right to convert it into the kind and amount of cash, securities or other property which the holder would have received if the holder had converted its notes immediately prior to the transaction. If we engage in any transaction described in the preceding sentence, the conversion price will not be adjusted. If the transaction also constitutes a Fundamental Change, as defined below, a holder can require us to purchase all or a portion of its notes as described below under “ — Fundamental Change Permits Holders to Require Us to Purchase Notes.”

Conversion Upon Credit Ratings Event

A holder may convert notes into our common stock at any time after the credit ratings assigned to the notes by Moody’s Investors Service, Inc. or Standard & Poor’s Ratings Services are lower than Ba3 and BB+, respectively, or the notes are no longer rated by at least one of these ratings services.

Conversion Price Adjustments

The conversion price will be adjusted upon the occurrence of:


		(1) the issuance of shares of our common stock as a dividend or distribution on our common stock;

		(2) the subdivision or combination of our outstanding common stock;

		(3) the issuance to all or substantially all holders of our common stock of rights or warrants entitling them for a period of not more than 60 days to subscribe for or purchase our common stock, or securities convertible into our common stock, at a price per share or a conversion price per share less than the then current market price per share, provided that the conversion price will be readjusted to the extent that such rights or warrants are not exercised prior to the expiration;

		(4) the distribution to all or substantially all holders of our common stock of shares of our capital stock, evidences of indebtedness of the Company or other assets, excluding:


		•		dividends, distributions and rights or warrants referred to in clause (1) or (3) above;

		•		dividends or distributions exclusively in cash referred to in clause (5) below; and

		•		dividends or distributions exclusively in cash in an aggregate amount that together with all other all-cash distributions to all or substantially all holders of our common stock made within the preceding 12 months not triggering a conversion price adjustment does not exceed an amount equal to 10% of


				our market capitalization on the business day immediately preceding the day on which we declare such distribution;


		(5) the distribution to all or substantially all holders of our common stock of all-cash distributions in an aggregate amount that together with (A) any cash and the fair market value of any other consideration payable in respect of any tender offer by us or any of our subsidiaries for our common stock consummated within the preceding 12 months not triggering a conversion price adjustment and (B) all other all-cash distributions to all or substantially all holders of our common stock made within the preceding 12 months not triggering a conversion price adjustment exceeds an amount equal to 10% of our market capitalization on the business day immediately preceding the day on which we declare such distribution; and

		(6) the purchase of our common stock pursuant to a tender offer made by the Company or any of our subsidiaries to the extent that the same involves aggregate consideration that together with (A) any cash and the fair market value of any other consideration payable in respect of any tender offer by the Company or any of our subsidiaries for our common stock consummated within the preceding 12 months not triggering a conversion price adjustment and (B) all-cash distributions to all or substantially all holders of our common stock made within the preceding 12 months not triggering a conversion price adjustment exceeds an amount equal to 10% of our market capitalization on the expiration date of such tender offer.

No adjustment in the conversion price will be required unless it would result in a change in the conversion price of at least one percent (1%). Any adjustment not made will be taken into account in subsequent adjustments. Except as stated herein, we will not adjust the conversion price for the issuance of our common stock or any securities convertible into or exchangeable for our common stock or the right to purchase our common stock or such convertible or exchangeable securities.

In the event of:

• any reclassification of our common stock, or

• a consolidation, merger or combination involving the Company, or

• a sale or conveyance to another person of the property and assets of the Company as an entirety or substantially as an entirety,

in which holders of our outstanding common stock would be entitled to receive stock, other securities, other property, assets or cash for their common stock, holders of notes will generally be entitled thereafter to convert their notes into the same type of consideration received by common stock holders immediately prior to one of these types of events.

We are permitted to reduce the conversion price of the notes by any amount for a period of at least 20 days if our board of directors determines that such reduction would be in the best interest of the Company. We are required to give at least 15 days’ prior notice of any reduction in the conversion price. We may also reduce the conversion price to avoid or diminish income tax to holders of our common stock or rights to purchase common stock in connection with a dividend or distribution of stock (or rights to acquire stock) or similar event.

No adjustment to the conversion price need be made:


		(1) upon the issuance of any shares of our common stock pursuant to any present or future plan providing for the reinvestment of dividends or interest payable on securities of the Company and the investment of additional optional amounts in shares of our common stock under any plan;

		(2) upon the issuance of any shares of our common stock or options or rights to purchase those shares pursuant to any present or future employee, director or consultant benefit plan or program of or assumed by the Company or any of its Subsidiaries;


		(3) upon the issuance of any shares of our common stock pursuant to any option, warrant, right, or exercisable, exchangeable or convertible security outstanding as of the date the notes were first issued;

		(4) for a change in the par value or no par value of our common stock; or

		(5) for accrued and unpaid interest (including any contingent interest or additional amounts).

Holders of the notes may, in some circumstances, be deemed to have received a distribution or dividend subject to U.S. federal income tax as a result of an adjustment or the nonoccurrence of an adjustment to the conversion price. See “Material United States Federal Income Tax Considerations — Consequences to U.S. Holders — Constructive Dividends.”

As used in this prospectus, the “market price” means the average of the last reported sale prices of our common stock for the 20 trading day period ending on the third business day prior to the applicable purchase date (including upon the occurrence of a Fundamental Change) or the date of determination (if the third business day prior to the applicable purchase date or the date of determination is a trading day, or if not, then on the last trading day prior to the third business day), appropriately adjusted to take into account the occurrence, during the period commencing on the first of the trading days during the 20 trading day period and ending on the applicable purchase date or the date of determination, of any event that would result in an adjustment of the conversion price under the indenture.

Purchase of Notes By Us at the Option of the Holder

Holders have the right to require us to purchase the notes on April 15, 2005, April 15, 2008, April 15, 2010, April 15, 2013 and April 15, 2018 (each, a “purchase date”). We will be required to purchase any outstanding notes for which a holder delivers a written purchase notice to the paying agent. This notice must be delivered during the period beginning at any time from the opening of business on the date that is 20 business days prior to the relevant purchase date until the close of business on the fifth business day prior to the purchase date. If the purchase notice is given and withdrawn during such period, we will not be obligated to purchase the related notes. Our purchase obligation will be subject to some additional conditions as described in the indenture. Also, our ability to satisfy our purchase obligations may be affected by the factors described in “Risk Factors” under the caption “We may not have the ability to raise the funds necessary to purchase the notes upon a fundamental change or other purchase date, as required by the indenture governing the notes.”

The purchase price payable will be equal to 100% of the principal amount of the notes to be purchased plus any accrued and unpaid interest, including any contingent interest and additional amounts, to such purchase date.

Any notes purchased by us on April 15, 2005 will be paid for in cash. For the April 15, 2008, April 15, 2010, April 15, 2013 and April 15, 2018 purchase dates, we may choose to pay the purchase price in cash or shares of our common stock or a combination of cash and shares of our common stock, provided that we will pay any accrued and unpaid interest, including any contingent interest, in cash. For a discussion of the U.S. federal income tax treatment of a holder receiving cash, shares of common stock or any combination thereof, see “Material United States Federal Income Tax Considerations.”

On or before the 20th business day prior to each purchase date, we will provide to the trustee, the paying agent and to all holders of the notes at their addresses shown in the register of the registrar, and to beneficial owners as required by applicable law, a notice stating, among other things:

• whether we will pay the purchase price of the notes in cash, in shares of our common stock, or any combination thereof, specifying the percentages of each;

• if we elect to pay with shares of our common stock for either the April 15, 2008, April 15, 2010, April 15, 2013 and April 15, 2018 purchase date, the method of calculating the market price of our common stock; and

• the procedures that holders must follow to require us to purchase their notes.

Simultaneously with providing such notice, we will publish a notice containing this information in a newspaper of general circulation in the City of New York or publish the information on our website or through such other public medium as we may use at that time.

A notice electing to require us to purchase your notes must state:

• if certificated notes have been issued, the certificate numbers of the notes, or if not certificated, your notice must comply with appropriate DTC procedures;

• the portion of the principal amount of notes to be purchased, in integral multiples of $1,000;

• that the notes are to be purchased by us pursuant to the applicable provisions of the notes and the indenture; and

• for the April 15, 2008, April 15, 2010, April 15, 2013 and April 15, 2018 purchase dates, in the event we elect, pursuant to the notice that we are required to give, to pay the purchase price in shares of our common stock, in whole or in part, but the purchase price is ultimately to be paid to the holder entirely in cash because any of the conditions to payment of the purchase price or portion of the purchase price in shares of our common stock is not satisfied prior to the close of business on the last business day prior to the purchase date, whether you elect:


		(1) to withdraw the purchase notice as to some or all of the notes to which it relates; or

		(2) to receive cash in respect of the entire purchase price for all notes or portions of notes subject to the purchase notice.

If you fail to indicate your choice with respect to the election described in the final bullet point above, you will be deemed to have elected to receive cash in respect of the entire purchase price for all notes subject to the purchase notice in these circumstances.

No notes may be purchased at the option of holders if there has occurred and is continuing an event of default other than an event of default that is cured by the payment of the purchase price of the notes.

You may withdraw any purchase notice in whole or in part by a written notice of withdrawal delivered to the paying agent prior to the close of business on the business day prior to the purchase date. The notice of withdrawal must state:

• the principal amount of the withdrawn notes;

• if certificated notes have been issued, the certificate numbers of the withdrawn notes, or if not certificated, your notice must comply with appropriate DTC procedures; and

• the principal amount, if any, which remains subject to the purchase notice.

If we elect, for April 15, 2008, April 15, 2010, April 15, 2013 and April 15, 2018 purchase date, to pay the purchase price, in whole or in part, in shares of our common stock, we will pay cash based on the market price of our common stock for all fractional shares.

If we elect to pay the purchase price, in whole or in part, in shares of common stock, the number of shares of common stock to be delivered by us will be equal to the portion of the purchase price to be paid in common stock divided by the market price of a share of our common stock.

Because the market price of our common stock is determined prior to the applicable purchase date, you will bear the market risk with respect to the value of our common stock to be received from the date the market price is determined to the purchase date.

Our right to purchase notes, in whole or in part, with common stock is subject to various conditions, including:

• our providing timely written notice, as described above, of our election to purchase all or part of the notes with our common stock;

• our common stock then being listed on a national securities exchange or quoted on the Nasdaq National Market;

• information necessary to calculate the market price of our common stock being published in a daily newspaper of national circulation;

• registration of the common stock under the Securities Act and the Exchange Act, if required; and

• our obtaining any necessary qualification or registration under applicable state securities law or the availability of an exemption from such qualification and registration.

If those conditions are not satisfied with respect to a holder prior to the close of business on the purchase date, we will pay the purchase price of the notes of the holder entirely in cash. We may not change the form or components or percentages of components of consideration to be paid for the notes once we have given the notice that we are required to give to holders of notes, except as described in the first sentence of this paragraph.

Upon determination of the actual number of shares of our common stock to be paid upon redemption of the notes, we will publish a notice containing this information in a newspaper of general circulation in the City of New York or publish the information on our website or through such other public medium as we may use at that time.

You must either effect book-entry transfer or deliver the notes, together with necessary endorsements, to the office of the paying agent after delivery of the purchase notice to receive payment of the purchase price. You will receive payment promptly following the later of the purchase date or the time of book-entry transfer or the delivery of the notes. If the paying agent holds money or securities sufficient to pay the purchase price of the notes on the business day following the purchase date, then:

• the notes will cease to be outstanding and interest, including any contingent interest, will cease to accrue (whether or not book-entry transfer of the notes is made or whether or not the note is delivered to the paying agent); and

• all other rights of the holder will terminate (other than the right to receive the purchase price and previously accrued and unpaid interest (including any contingent interest) and additional amounts upon delivery or transfer of the notes).

Fundamental Change Permits Holders to Require Us to Purchase Notes

If a Fundamental Change (as defined below in this section) occurs at any time, you will have the right, at your option, to require us to purchase any or all of your notes, or any portion of the principal amount thereof, that is equal to $1,000 or an integral multiple of $1,000. The price we are required to pay is equal to 100% of the principal amount of the notes to be purchased plus accrued and unpaid interest, including contingent interest, to but excluding the Fundamental Change purchase date.

We may, at our option, instead of paying the Fundamental Change purchase price in cash, pay all or a portion of the Fundamental Change purchase price in shares of our common stock, as long as certain conditions are met, as described below, provided that we will pay any accrued and unpaid interest, including any contingent interest and additional amounts, in cash. If we elect to pay the Fundamental Change purchase price, in whole or in

part, in shares of common stock, the number of shares of common stock to be delivered by us will be equal to the portion of the Fundamental Change purchase price to be paid in common stock divided by the market price of a share of our common stock. For a discussion of the United States federal income tax treatment of a holder receiving cash, shares of common stock or any combination thereof, see “Material United States Federal Income Tax Considerations.”

A “Fundamental Change” will be deemed to have occurred at the time after the notes are originally issued that any of the following occurs:


		(1) a “person” or “group” within the meaning of Section 13(d) of the Exchange Act other than us, our Subsidiaries or our or their employee benefit plans, files a Schedule TO or any schedule, form or report under the Exchange Act disclosing that such person or group has become the direct or indirect ultimate “beneficial owner”, as defined in Rule 13d-3 under the Exchange Act, of our common equity representing more than 50% of the voting power of our common equity;

		(2) consummation of any share exchange, consolidation or merger of us pursuant to which our common stock will be converted into cash, securities or other property or any sale, lease or other transfer in one transaction or a series of transactions of all or substantially all of the consolidated assets of us and our Subsidiaries, taken as a whole, to any person other than one of our Subsidiaries; provided, however, that a transaction where the holders of more than 50% of all classes of our common equity immediately prior to such transaction own, directly or indirectly, more than 50% of all classes of common equity of the continuing or surviving corporation or transferee immediately after such event shall not be a Fundamental Change;

		(3) continuing directors cease to constitute at least a majority of our board of directors;

		(4) the stockholders of the Company approve any plan or proposal for the liquidation or dissolution of the Company; or

		(5) our common stock ceases to be listed on a national securities exchange or quoted on the Nasdaq National Market or another established automated over-the-counter trading market in the United States.

A Fundamental Change will not be deemed to have occurred, however, if either:


		(I) the last reported sale price of our common stock for any five trading days within the 10 consecutive trading days ending immediately before the later of the Fundamental Change or the announcement thereof, equals or exceeds 105% of the conversion price per share of common stock in effect on each of those trading days, or

		(II) at least 90% of the consideration, excluding cash payments for fractional shares, in the transaction or transactions constituting the Fundamental Change consists of shares of common stock traded on a national securities exchange or quoted on the Nasdaq National Market or which will be so traded or quoted when issued or exchanged in connection with a Fundamental Change (these securities being referred to as “publicly traded securities”) and as a result of this transaction or transactions the notes become convertible into such publicly traded securities, excluding cash payments for fractional shares.

“Continuing director” means a director who either was a member of our board of directors on the date of this prospectus or who becomes a director of the Company subsequent to that date and whose election, appointment or nomination for election by our stockholders, is duly approved by a majority of the continuing directors on the board of directors of the Company at the time of such approval, either by a specific vote or by approval of the proxy statement issued by the Company on behalf of the entire board of directors of the Company in which such individual is named as nominee for director.

On or before the 20th day after the occurrence of a Fundamental Change, we will provide to all holders of the notes and the trustee and paying agent a notice of the occurrence of the Fundamental Change and of the resulting purchase right. Such notice shall state, among other things:

• whether we will pay the Fundamental Change purchase price of notes in cash, common stock or a combination thereof, specifying the percentages of each;

• if we elect to pay in common stock, the method of calculating the market price of the common stock; and

• the procedures that holders must follow to require us to purchase their notes.

To exercise the purchase right, you must deliver, on or before the 35th day after the date of our notice of a Fundamental Change, subject to extension to comply with applicable law, the notes to be purchased, duly endorsed for transfer, together with a written purchase notice and the form entitled “Form of Fundamental Change Purchase Notice” on the reverse side of the notes duly completed, to the paying agent. Your purchase notice must state:

• if certificated, the certificate numbers of your notes to be delivered for purchase;

• the portion of the principal amount of notes to be purchased, which must be $1,000 or an integral multiple thereof;

• in the event we elect, pursuant to the notice that we are required to give, to pay the Fundamental Change purchase price in common stock, in whole or in part, but the Fundamental Change purchase price is ultimately to be paid to the holder entirely in cash because any condition to payment of the Fundamental Change purchase price or portion of the Fundamental Change purchase price in common stock is not satisfied prior to the close of business on the Fundamental Change purchase date, as described below, whether you elect:


		(1) to withdraw the purchase notice as to some or all of the notes to which it relates, or

		(2) to receive cash in respect of the entire Fundamental Change purchase price for all notes or portions of notes subject to the purchase notice; and

• that the notes are to be purchased by us pursuant to the applicable provisions of the notes and the indenture.

If you fail to indicate your choice with respect to the election described in the third bullet point above, you will be deemed to have elected to receive cash in respect of the entire Fundamental Change purchase price for all notes subject to the purchase notice in these circumstances.

You may withdraw any purchase notice (in whole or in part) by a written notice of withdrawal delivered to the paying agent prior to the close of business on the business day prior to the Fundamental Change purchase date. The notice of withdrawal shall state:

We will be required to purchase the notes no later than 35 business days after the date of our notice of the occurrence of the relevant Fundamental Change subject to extension to comply with applicable law. You will receive payment of the Fundamental Change purchase price promptly following the later of the Fundamental

Change purchase date or the time of book-entry transfer or the delivery of the notes. If the paying agent holds money or securities sufficient to pay the Fundamental Change purchase price of the notes on the business day following the Fundamental Change purchase date, then:

• the notes will cease to be outstanding and interest, including any contingent interest and additional amounts, if any, will cease to accrue (whether or not book-entry transfer of the notes is made or whether or not the note is delivered to the paying agent); and

• all other rights of the holder will terminate (other than the right to receive the Fundamental Change purchase price and previously accrued and unpaid interest (including any contingent interest) and additional amounts upon delivery or transfer of the notes).

The purchase rights of the holders could discourage a potential acquirer of us. The Fundamental Change purchase feature, however, is not the result of management’s knowledge of any specific effort to obtain control of us by any means or part of a plan by management to adopt a series of anti-takeover provisions.

The term Fundamental Change is limited to specified transactions and may not include other events that might adversely affect our financial condition. In addition, the requirement that we offer to purchase the notes upon a Fundamental Change may not protect holders in the event of a highly leveraged transaction, reorganization, merger or similar transaction involving us.

No notes may be purchased at the option of holders upon a Fundamental Change if there has occurred and is continuing an event of default other than an event of default that is cured by the payment of the Fundamental Change purchase price of the notes.

If we elect to pay the Fundamental Change purchase price, in whole or in part, in shares of our common stock, we will pay cash based on the market price of our common stock for all fractional shares.

Because the market price of the common stock is determined prior to the applicable Fundamental Change purchase date, you will bear the market risk with respect to the value of the common stock to be received from the date the market price is determined to the Fundamental Change purchase date.

Our right to purchase notes, in whole or in part, with common stock is subject to various conditions, including:

• our providing timely written notice, as described above, of our election to purchase all or part of the notes with our common stock;

• our common stock then being listed on a national securities exchange or quoted on the Nasdaq National Market;

• information necessary to calculate the market price of our common stock is published in a daily newspaper of national circulation;

• our registration of the common stock under the Securities Act and the Exchange Act, if required; and

• our obtaining any necessary qualification or registration under applicable state securities law or the availability of an exemption from such qualification and registration.

If those conditions are not satisfied with respect to a holder prior to the close of business on the Fundamental Change purchase date, we will pay the Fundamental Change purchase price of the notes of the holder entirely in cash. We may not change the form or components or ages of components of consideration to be paid for the notes once we have given the notice that we are required to give to holders of notes, except as described in the first sentence of this paragraph.

Upon determination of the actual number of shares of our common stock to be paid upon redemption of the notes, we will publish a notice containing this information in a newspaper of general circulation in the City of New York or publish the information on our Web site or through such other public medium as we may use at that time.

The definition of Fundamental Change includes a phrase relating to the conveyance, transfer, sale, lease or disposition of “all or substantially all” of our consolidated assets. There is no precise, established definition of the phrase “substantially all” under applicable law. Accordingly, the ability of a holder of the notes to require us to purchase its notes as a result of the conveyance, transfer, sale, lease or other disposition of less than all of our assets may be uncertain.

If a Fundamental Change were to occur, we may not have enough funds to pay the Fundamental Change purchase price. See “Risk Factors” under the caption “We may not have the ability to raise the funds necessary to purchase the notes upon a fundamental change or other purchase date, as required by the indenture governing the notes.” If we fail to purchase the notes when required following a Fundamental Change, we will be in default under the indenture. In addition, we have, and may in the future incur, other indebtedness with similar change in control provisions permitting our holders to accelerate or to require us to purchase our indebtedness upon the occurrence of similar events or on some specific dates.

Consolidation, Merger and Sale of Assets

The indenture provides that the Company shall not consolidate with or merge with or into, or convey, transfer or lease all or substantially all of its properties and assets to, another Person, unless (i) the resulting, surviving or transferee Person (if not the Company) is a Person organized and existing under the laws of the United States of America, any State thereof or the District of Columbia, and such entity (if not the Company) expressly assumes by supplemental indenture all the obligations of the Company under the notes and the indenture; and (ii) immediately after giving effect to such transaction, no Default has occurred and is continuing under the indenture. Upon any such consolidation, merger or transfer, the resulting, surviving or transferee Person shall succeed to, and may exercise every right and power of, the Company under the indenture.

Although these types of transactions are permitted under the indenture, certain of the foregoing transactions could constitute a Fundamental Change (as defined above) permitting each holder to require us to purchase the notes of such holder as described above.

Future Subsidiary Guarantors

After April 15, 2003, we will cause each new subsidiary (other than a subsidiary that does not guarantee obligations under the Senior Credit Agreement, the 2006 Notes, the 2008 Notes or the 2013 Notes) created or acquired by us or one or more of our subsidiaries to execute and deliver to the trustee a Subsidiary Guarantee to unconditionally guarantee, on a joint and several basis, the full and prompt payment of the principal of, premium, if any, and interest on the notes on a senior basis. This provision will not apply to subsidiaries that do not guarantee the 2006 Notes. (A) A Subsidiary Guarantee from any subsidiary (other than MCA so long as all or any portion of the 2006 Notes shall remain outstanding) will be released when the subsidiary is released from any liability under (x) the indentures relating to the 2006 Notes, the 2008 Notes and the 2013 Notes or any related guarantee or similar obligation and (y) any Senior Credit Agreement and any guarantee or similar obligation in respect of that Senior Credit Agreement and (B) MCA shall be released from its obligations under its Subsidiary Guarantee upon the repayment in full of the 2006 Notes (so long as no default or event of default shall have occurred as a consequence of the repayment) and the release of MCA from any liability under the indenture relating to the 2008 Notes and the 2013 Notes and any obligation it may have in respect of the Senior Credit Agreement and any guarantee or similar obligation in respect of the Senior Credit Agreement; provided that the release of a Subsidiary Guarantor will not occur in the event that Subsidiary Guarantor is required to deliver a Guarantee in accordance with the paragraph below and then will only be released in accordance with the paragraph below.

We will not permit any subsidiary to guarantee the payment of our Debt unless:


		(1) the subsidiary simultaneously executes and delivers a supplemental indenture to the indenture providing for a Guarantee of payment of the notes by the subsidiary;


		(2) the subsidiary waives and will not in any manner whatsoever claim or take the benefit or advantage of, any rights of reimbursement, indemnity or subrogation or any other rights against us or any subsidiary as a result of any payment by the subsidiary under its Subsidiary Guarantee; and

		(3) the subsidiary delivers to the trustee an opinion of counsel to the effect that (a) the Subsidiary Guarantee of the notes has been duly executed and authorized and (b) the Subsidiary Guarantee of the notes constitutes a valid, binding and enforceable obligation of the subsidiary; however, the enforceability of the Subsidiary Guarantee may be limited by bankruptcy, insolvency or similar laws, including, without limitation, all laws relating to fraudulent transfers, and except insofar as enforcement thereof is subject to general principles of equity; provided that such Subsidiary Guarantee shall be released upon the release of such subsidiary from liability in respect of our Guarantees of Debt; and, provided, further, that any release of a Subsidiary Guarantee under the preceding proviso will not impair the rights of the holders to receive Subsidiary Guarantees of the notes in accordance with this paragraph in the event our future Debt is Guaranteed by the subsidiary.

Events of Default

Each of the following is an Event of Default:


		(1) default in any payment of interest, including any contingent interest or additional amounts (as required by the registration rights agreement described in “Registration Rights”) on any note when due and payable and the default continues for a period of 30 days;

		(2) default in the payment of principal of any note when due and payable at its Stated Maturity, upon optional redemption, upon required repurchase, upon declaration or otherwise;

		(3) failure by the Company to comply with its obligations under “Consolidation, merger and sale of assets”;

		(4) failure by the Company for 60 days after written notice from the Trustee or the holders of at least 25% in principal amount of the notes then outstanding has been received to comply with any of its other agreements contained in the notes or Indenture;

		(5) default by the Company or any Subsidiary in the payment of the principal or interest on any mortgage, agreement or other instrument under which there may be outstanding, or by which there may be secured or evidenced any Debt for money borrowed (other than Non-Recourse Debt of a Non-Recourse Subsidiary) in excess of $20.0 million in the aggregate of the Company and/or any Subsidiary, whether such Debt now exists or shall hereafter be created resulting in such Debt becoming or being declared due and payable, and such acceleration shall not have been rescinded or annulled within 10 days after written notice of such acceleration has been received by the Company or such Subsidiary;

		(6) certain events of bankruptcy, insolvency, or reorganization of the Company (the “bankruptcy provisions”); or

		(7) a final judgment for the payment of $20.0 million or more rendered against the Company or any Subsidiary, which judgment is not fully covered by insurance or not discharged or stayed within 90 days after (i) the date on which the right to appeal thereof has expired if no such appeal has commenced, or (ii) the date on which all rights to appeal have been extinguished.

If an Event of Default occurs and is continuing, the trustee by notice to the Company, or the holders of at least 25% in principal amount of the outstanding notes by notice to the Company and the trustee, may, and the trustee at the request of such holders shall, declare 100% of the principal of and accrued and unpaid interest, including contingent interest, if any, on all the notes to be due and payable. Upon such a declaration, such principal and accrued and unpaid interest, including any contingent interest will be due and payable immediately. The holders of a majority in principal amount of the outstanding notes may waive all past defaults (except with respect to

nonpayment of principal or interest, including any contingent interest) and rescind any such acceleration with respect to the notes and its consequences if (1) rescission would not conflict with any judgment or decree of a court of competent jurisdiction and (2) all existing Events of Default, other than the nonpayment of the principal of and interest, including contingent interest, on the notes that have become due solely by such declaration of acceleration, have been cured or waived.

Subject to the provisions of the indenture relating to the duties of the trustee, if an Event of Default occurs and is continuing, the trustee will be under no obligation to exercise any of the rights or powers under the indenture at the request or direction of any of the holders unless such holders have offered to the trustee reasonable indemnity or security against any loss, liability or expense. Except to enforce the right to receive payment of principal or interest, including any contingent interest, when due, no holder may pursue any remedy with respect to the indenture or the notes unless:


		(1) such holder has previously given the trustee notice that an Event of Default is continuing;

		(2) holders of at least 25% in principal amount of the outstanding notes have requested the trustee to pursue the remedy;

		(3) such holders have offered the trustee reasonable security or indemnity against any loss, liability or expense;

		(4) the trustee has not complied with such request within 60 days after the receipt of the request and the offer of security or indemnity; and

		(5) the holders of a majority in principal amount of the outstanding notes have not given the trustee a direction that, in the opinion of the trustee, is inconsistent with such request within such 60-day period.

Subject to certain restrictions, the holders of a majority in principal amount of the outstanding notes are given the right to direct the time, method and place of conducting any proceeding for any remedy available to the trustee or of exercising any trust or power conferred on the trustee. The Indenture provides that in the event an Event of Default has occurred and is continuing, the trustee will be required in the exercise of its powers to use the degree of care that a prudent Person would use in the conduct of its own affairs. The trustee, however, may refuse to follow any direction that conflicts with law or the Indenture or that the trustee determines is unduly prejudicial to the rights of any other holder or that would involve the trustee in personal liability. Prior to taking any action under the indenture, the trustee will be entitled to indemnification satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such action.

The indenture provides that if a Default occurs and is continuing and is known to the trustee, the trustee must mail to each holder notice of the Default within 90 days after it occurs. Except in the case of a Default in the payment of principal of or interest on any note, the trustee may withhold notice if and so long as a committee of trust officers of the trustee in good faith determines that withholding notice is in the interests of the holders. In addition, the Company is required to deliver to the trustee, within 120 days after the end of each fiscal year, a certificate indicating whether the signers thereof know of any Default that occurred during the previous year. The Company also is required to deliver to the trustee, within 30 days after the occurrence thereof, written notice of any events which would constitute certain Defaults, their status and what action the Company is taking or proposes to take in respect thereof.

Modification and Amendment

Subject to certain exceptions, the indenture or the notes may be amended with the consent of the holders of at least a majority in principal amount of the notes then outstanding (including without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, notes) and, subject to certain exceptions, any past default or compliance with any provisions may be waived with the consent of the holders of a majority in principal amount of the notes then outstanding (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, notes). However, without the consent of each holder of an outstanding note affected, no amendment may, among other things:


		(1) reduce the amount of notes whose holders must consent to an amendment;

		(2) reduce the rate of or extend the stated time for payment of interest, including contingent interest, on any note;

		(3) reduce the principal of or extend the Stated Maturity of any note;

		(4) make any change that adversely affects the right to convert any notes;

		(5) reduce the redemption price, the purchase price or Fundamental Change purchase price of any note or amend or modify in any manner adverse to the holders of notes the Company’s obligation to make such payments, whether through an amendment or waiver of provisions in the covenants, definitions or otherwise;

		(6) make any note payable in money other than that stated in the note or, other than in accordance with the provisions of the indenture, eliminate any existing Guarantee of the notes;

		(7) impair the right of any holder to receive payment of principal of and interest, including contingent interest, on such holder’s notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such holder’s notes; or

		(8) make any change in the amendment provisions which require each holder’s consent or in the waiver provisions.

Without the consent of any holder, the Company and the trustee may amend the Indenture to:


		(1) cure any ambiguity, omission, defect or inconsistency;

		(2) provide for the assumption by a successor corporation, partnership, trust or limited liability company of the obligations of the Company under the indenture;

		(3) provide for uncertificated notes in addition to or in place of certificated notes (provided that the uncertificated notes are issued in registered form for purposes of Section 163(f) of the Code, or in a manner such that the uncertificated notes are described in Section 163(f)(2)(B) of the Code);

		(4) add guarantees with respect to the notes;

		(5) secure the notes;

		(6) add to the covenants of the Company for the benefit of the holders or surrender any right or power conferred upon the Company;

		(7) make any change that does not materially adversely affect the rights of any holder; or

		(8) comply with any requirement of the Commission in connection with the qualification of the indenture under the Trust Indenture Act.

The consent of the holders is not necessary under the Indenture to approve the particular form of any proposed amendment. It is sufficient if such consent approves the substance of the proposed amendment. After an amendment under the indenture becomes effective, the Company is required to mail to the holders a notice briefly describing such amendment. However, the failure to give such notice to all the holders, or any defect in the notice, will not impair or affect the validity of the amendment.

Discharge

We may satisfy and discharge our obligations under the indenture by delivering to the securities registrar for cancellation all outstanding notes or by depositing with the trustee or delivering to the holders, as applicable, after the notes have become due and payable, whether at stated maturity, or any redemption date, or any purchase date, or upon conversion or otherwise, cash or shares of common stock sufficient to pay all of the outstanding notes and paying all other sums payable under the indenture by us. Such discharge is subject to terms contained in the indenture.

Calculations in Respect of Notes

Except as otherwise provided above, we will be responsible for making all calculations called for under the notes. These calculations include, but are not limited to, determinations of the market prices of our common stock, accrued interest payable on the notes and the conversion price of the notes. We will make all these calculations in good faith and, absent manifest error, our calculations will be final and binding on holders of notes. We will provide a schedule of our calculations to each of the trustee and the conversion agent, and each of the trustee and conversion agent is entitled to rely upon the accuracy of our calculations without independent verification. The trustee will forward our calculations to any holder of notes upon the request of that holder.

Trustee

National City Bank is the trustee, security registrar, paying agent and conversion agent. Paul Ormond, our President and Chief Executive Officer, is a director of National City Corporation and, Robert Siefers, a director of Manor Care, is an executive officer, of National City Corporation. The Trustee is wholly-owned by National City Corporation. See “Certain Relationships and Related Transactions”.

Governing Law

The indenture provides that it and the notes are governed by, and construed in accordance with, the laws of the State of New York.

Certain Definitions


		“2006 Notes” means MCA’s $150.0 million principal amount of 7 1/2% Senior Notes Due 2006.

		“2008 Notes” means the Company’s $200.0 million principal amount of 8% Senior Notes Due 2008.

		“2013 Notes” means the $200.0 million principal amount of 6.25% Senior Notes Due 2013.

		“Debt” means, with respect to any Person on any date of determination (without duplication):

		(1) the principal of and premium (if any) in respect of indebtedness of such Person for borrowed money;

		(2) the principal of and premium (if any) in respect of obligations of such Person evidenced by bonds, debentures, notes or other similar instruments;

		(3) the principal component of all obligations of such Person in respect of letters of credit, bankers’ acceptances or other similar instruments (including reimbursement obligations with respect thereto except to the extent such reimbursement obligation relates to a trade payable and such obligation is satisfied within 30 days of Incurrence);

		(4) the principal component of all obligations of such Person to pay the deferred and unpaid purchase price of property (except trade payables), which purchase price is due more than six months after the date of placing such property in service or taking delivery and title thereto;

		(5) capitalized lease obligations and all attributable debt of such Person; and


		(6) the principal component of Debt of other Persons to the extent guaranteed by such Person.

The amount of Debt of any Person at any date will be the outstanding balance at such date of all unconditional obligations as described above and the maximum liability, upon the occurrence of the contingency giving rise to the obligation, of any contingent obligations at such date.

“Default” means any event which is, or after notice or passage of time or both would be, an Event of Default.

“Issue Date” means April 15, 2003.

“Non-Recourse Debt” means Debt or that portion of Debt (i) as to which neither the Company nor its Subsidiaries (other than a Non-Recourse Subsidiary) (A) provides credit support (including any undertaking, agreement or instrument which would constitute Debt), (B) is directly or indirectly liable or (C) constitute the lender and (ii) in respect of which a default (including any rights which the holders thereof may have to take enforcement action against a Non-Recourse Subsidiary) would not permit (upon notice, lapse of time or both) any holder of any other Debt of the Company or its Subsidiaries (including any Non-Recourse Subsidiary) to declare a default on such other Debt or cause a payment thereof to be accelerated or payable prior to its Stated Maturity.

“Non-Recourse Subsidiary” means a Subsidiary which (i) has not acquired any assets (other than cash) directly or indirectly from the Company or any Subsidiary, (ii) only owns assets acquired after the Issue Date or assets acquired prior to the date such entity becomes a Subsidiary and (iii) has no Debt other than Non-Recourse Debt.

“Person” means any individual, corporation, partnership, joint venture, association, joint-stock company, trust, unincorporated organization, limited liability company, government or any agency or political subdivision hereof or any other entity.

“Senior Credit Agreement” means, with respect to the Company, one or more debt facilities (including, without limitation, the three-year senior revolving credit facility among Manor Care, Bank of America, N.A., as Administrative Agent, JPMorgan Chase Bank, as Syndication Agent, and the lenders party thereto from time to time, as may be amended or modified from time to time) or commercial paper facilities with banks or other institutional lenders providing for revolving credit loans, term loans or letters of credit, in each case, as amended, restated, modified, renewed, refunded, replaced or refinanced in whole or in part from time to time (and whether or not with the original administrative agent and lenders or another administrative agent or agents or other lenders and whether provided under the original Credit Agreement or any other credit or other agreement or indenture).

“Stated Maturity” means, with respect to any security, the date specified in such security as the fixed date on which the payment of principal of such security is due and payable, including pursuant to any mandatory redemption provision, but shall not include any contingent obligations to repay, redeem or repurchase any such principal prior to the date originally scheduled for the payment thereof.

“Subsidiary” of the Company means (i) a corporation a majority of whose capital stock with voting power, under ordinary circumstances, to elect directors is at the time, directly or indirectly, owned by the Company, by the Company and one or more Subsidiaries of the Company or by one or more Subsidiaries of the Company or (ii) any other Person (other than a corporation) in which the Company, one or more Subsidiaries of the Company or the Company and one or more Subsidiaries of the Company, directly or indirectly, at the date of determination thereof, has greater than a 50% ownership interest.

Description of Capital Stock

Our authorized capital stock consists of 300,000,000 shares of common stock, $.01 par value per share, and 5,000,000 shares of preferred stock, $.01 par value per share. The following summary of our common stock and preferred stock is not complete and may not contain all the information you should consider before investing in the notes or common stock. This description is subject to and qualified in its entirety by provisions of our certificate of incorporation as amended and our amended and restated bylaws, which are incorporated by reference into this prospectus, and by provisions of applicable Delaware law.

Common Stock

As of June 30, 2003 there were approximately 88,990,689 shares of common stock outstanding and held of record by approximately 3,049 stockholders. Holders of common stock are entitled to one vote for each share held on all matters submitted to a vote of stockholders and do not have cumulative voting rights. Our certificate of incorporation as amended provides for a staggered board of directors, with one class being elected each year for a term of three years. Holders of common stock are entitled to receive ratably the dividends, if any, as may be declared by our board of directors out of funds legally available therefore. If we are liquidated, dissolved or wound-up, holders of common stock are entitled to receive ratably our net assets available for distribution after the payment of, or adequate provisions for, all of our debts and other liabilities, subject to prior and superior rights of holders of preferred stock. Holders of common stock have no preemptive, subscription, redemption, sinking fund or conversion rights. All of our outstanding shares of common stock have been validly issued and fully paid and are nonassessable. The rights of the holders of common stock will be subject to, and may be adversely affected by, the rights of the holders of preferred stock, if any.

Preferred Stock

As of December 31, 2002, there were no shares of preferred stock outstanding. Our certificate of incorporation as amended authorizes the issuance of up to 5,000,000 shares of preferred stock, in one or more series and with such rights, preferences, privileges and restrictions, including voting rights, redemption provisions (including sinking fund provisions), dividend rights, dividend rates, liquidation rates, liquidation preferences and conversion rights, as our board of directors may determine without further action by the holders of common stock. We have designated 800,000 shares of preferred stock as Series A Participating Preferred Stock in connection with our shareholder rights plan discussed below.

Delaware Anti-Takeover Law

Section 203 of the Delaware General Corporation Law prohibits certain business combination transactions between a Delaware corporation and any “interested stockholder” owning 15% or more of the corporation’s outstanding voting stock for a period of three years after the date on which the stockholder became an interest stockholder, unless:

• the board of directors approves, prior to the date, either the proposed business combination or the proposed acquisition of stock which resulted in the stockholder becoming an interested stockholder;

• upon consummation of the transaction in which the stockholder becomes an interested stockholder, the interested stockholder owned at least 85% of the those shares of the voting stock of the corporation which are not held by the directors, officers or certain employee stock plans; or

• on or subsequent to the date on which the stockholder became an interested stockholder, the business combination with the interested stockholder is approved by the board of directors and also approved at a stockholder’s meeting by the affirmative vote of the holders of at least two-thirds of the outstanding shares of the corporation’s voting stock other than shares held by the interested stockholder.

Under Delaware law, a “business combination” includes a merger, asset sale or other transaction resulting in a financial benefit to the interest stockholder.

Shareholder Rights Plan

Each outstanding share of our common stock includes an exercisable right which, under certain circumstances, will entitle the holder to purchase from us one one-hundredth of a share of Series A Junior Participating Preferred Stock for an exercise price of $150, subject to adjustment. The rights expire on May 2, 2005. Such rights will not be exercisable or transferable apart from the common stock until 10 days after a person or group acquires 15 percent of our common stock or initiates a tender offer or exchange offer that would result in ownership of 15 percent of our common stock. In the event that the we are merged, and our common stock is exchanged or converted, the rights will entitle the holders to buy shares of the acquirer’s common stock at a 50 percent discount. Under certain other circumstances, the rights can become rights to purchase our common stock at a 50 percent discount. The rights may be redeemed by us for one cent per right at any time prior to the first date that a person or group acquires a beneficial ownership of 15 percent of our common stock.

Transfer Agent and Registrar

The transfer agent and registrar of our common stock is National City Bank.

Material United States Federal Income Tax Considerations

The following discussion summarizes the material U.S. federal income tax considerations relevant to the purchase, ownership and disposition of the notes and common stock into which the notes are convertible, but is not a complete analysis of all potential tax considerations relating thereto. This discussion is based upon the provisions of the Internal Revenue Code of 1986, as amended (the “Code”), Treasury Regulations promulgated thereunder, administrative rulings and judicial decisions, all as of the date hereof. These authorities may be changed, possibly retroactively, so as to result in U.S. federal income tax consequences different from those set forth below. We have not sought any ruling from the Internal Revenue Service (“IRS”) with respect to the statements made and the conclusions reached in the following summary, and there can be no assurance that the IRS will agree with such statements and conclusions.

This discussion is limited to holders who hold the notes and the common stock into which such notes are convertible as capital assets. This discussion also does not address the tax considerations arising under the laws of any foreign, state or local jurisdiction. In addition, this discussion does not address tax considerations applicable to an investor’s particular circumstances or to investors that may be subject to special tax rules, including, without limitation:

• banks, insurance companies or other financial institutions;

• persons subject to U.S. federal estate, gift or alternative minimum tax arising from the purchase, ownership or disposition of the notes;

• tax-exempt organizations;

• dealers in securities or currencies;

• traders in securities that elect to use a mark-to-market method of accounting for their securities holdings;

• foreign persons or entities (except to the extent specifically set forth below);

• persons that own, or are deemed to own, more than 5% of our Company (except to the extent specifically set forth below);

• certain former citizens or long-term residents of the United States;

• U.S. holders (as defined below) whose functional currency is not the U.S. dollar;

• persons who hold the notes as a position in a hedging transaction, “straddle,” “conversion transaction” or other risk reduction transaction; or

• persons deemed to sell the notes or common stock under the constructive sale provisions of the Code.

In addition, if a holder is an entity treated as a partnership for U.S. federal income tax purposes, the tax treatment of each partner of such partnership will generally depend upon the status of the partner and upon the activities of the partnership. A holder that is a partnership, and partners in such partnerships, should consult their own tax advisors regarding the tax consequences of the purchase, ownership and disposition of the notes and common stock.

THIS SUMMARY OF MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS IS FOR GENERAL INFORMATION ONLY AND IS NOT TAX ADVICE. YOU ARE URGED TO CONSULT YOUR TAX ADVISORS WITH RESPECT TO THE APPLICATION OF THE U.S. FEDERAL INCOME TAX LAWS TO YOUR PARTICULAR SITUATION, AS WELL AS ANY TAX CONSEQUENCES OF THE PURCHASE, OWNERSHIP AND DISPOSITION OF THE NOTES AND COMMON STOCK

ARISING UNDER THE FEDERAL ESTATE OR GIFT TAX RULES OR UNDER THE LAWS OF ANY STATE, LOCAL, FOREIGN OR OTHER TAXING JURISDICTION OR UNDER ANY APPLICABLE TAX TREATY.

Classification of the Notes

Under the indenture governing the notes, we and each holder of the notes agree, for U.S. federal income tax purposes, to treat the notes as indebtedness that is subject to the regulations governing contingent payment debt instruments (the “Contingent Debt Regulations”) in the manner described below. The remainder of this discussion assumes that the notes will be so treated and does not address any possible differing treatment of the notes. The IRS has recently issued a revenue ruling with respect to instruments similar to the notes and this ruling supports certain aspects of the treatment described below. However, the application of the Contingent Debt Regulations to instruments such as the notes remains uncertain in several other respects, and no rulings have been sought from the IRS or a court with respect to any of the tax consequences discussed below. Accordingly, no assurance can be given that the IRS or a court will agree with the treatment described herein. Any differing treatment could affect the amount, timing and character of income, gain or loss in respect of an investment in the notes. In particular, a holder might be required to accrue original issue discount at a lower rate, might not recognize income, gain or loss upon conversion of the notes to common stock, and might recognize capital gain or loss upon a taxable disposition of the notes.

Consequences to U.S. Holders

The following is a summary of the material U.S. federal income tax consequences that will apply to you if you are a U.S. holder of the notes or common stock. Certain consequences to “non-U.S. holders” of the notes or common stock are described under “ — Consequences to Non-U.S. Holders” below. The term “U.S. holder” means a beneficial owner of a note or common stock who or that is:

• an individual citizen or resident of the United States;

• a corporation or other entity taxable as a corporation for U.S. federal income tax purposes, or a partnership or other entity taxable as a partnership for United States federal income tax purposes, created or organized in the United States or under the laws of the United States, any state thereof, or the District of Columbia;

• an estate, the income of which is subject to U.S. federal income taxation regardless of its source; or

• a trust that (1) is subject to the primary supervision of a U.S. court and one or more U.S. persons have the authority to control all substantial decisions of the trust or (2) has a valid election in effect under applicable Treasury Regulations to be treated as a U.S. person.

Accrual of Interest

Under the Contingent Debt Regulations, actual cash payments on the notes, if any, will not be reported separately as taxable income, but will be taken into account under such regulations. As discussed more fully below, the effect of the Contingent Debt Regulations will be to:

• require you, regardless of your usual method of tax accounting, to use the accrual method with respect to the notes;

• require you to accrue and include in taxable income each year original issue discount at the comparable yield (as described below) which will be substantially in excess of interest payments actually received by you; and

• generally result in ordinary rather than capital treatment of any gain, and to some extent loss, on the sale, exchange, repurchase or redemption of the notes.

You will be required to accrue an amount of ordinary interest income as original issue discount for U.S. federal income tax purposes, for each accrual period prior to and including the maturity date of the note, that equals:

• the product of (i) the adjusted issue price (as defined below) of the notes as of the beginning of the accrual period and (ii) the comparable yield to maturity (as defined below) of the notes, adjusted for the length of the accrual period;

• divided by the number of days in the accrual period; and

• multiplied by the number of days during the accrual period that you held the notes.

The issue price of a note is the first price at which a substantial amount of the notes is sold to the public, excluding sales to bond houses, brokers or similar persons or organizations acting in the capacity of underwriters, placement agents or wholesalers. The adjusted issue price of a note is its issue price increased by any original issue discount previously accrued, determined without regard to any adjustments to original issue discount accruals described below, and decreased by the amount of any noncontingent payments made and the projected amount of any contingent payments previously scheduled to be made with respect to the notes.

Under the Contingent Debt Regulations, you will be required to include original issue discount in income each year, regardless of your usual method of tax accounting, based on the comparable yield of the notes. We have determined the comparable yield of the notes based on the rate, as of the initial issue date, at which we would issue a fixed rate nonconvertible debt instrument with no contingent payments but with terms and conditions similar to the notes. Accordingly, we have determined that the comparable yield is an annual rate of 7.34%, compounded semi-annually.

We are required to furnish to you the comparable yield and, solely for U.S. federal income tax purposes, a projected payment schedule that includes the actual interest payments, if any, on the notes and estimates of the amount and timing of contingent interest payments and payment upon maturity on the notes taking into account the fair market value of the common stock that might be paid upon a conversion of the notes. You may obtain the projected payment schedule by submitting a written request for it to us at the address set forth in “Where You Can Find More Information”. By purchasing the notes, you agree in the indenture to be bound by our determination of the comparable yield and projected payment schedule. For U.S. federal income tax purposes, you must use the comparable yield and the schedule of projected payments in determining your original issue discount accruals, and the adjustments thereto described below, in respect of the notes.

The comparable yield and the projected payment schedule are not provided for any purpose other than the determination of your original issue discount and adjustments thereof in respect of the notes for U.S. federal income tax purposes and do not constitute a projection or representation regarding the actual amount of the payments on a note.

Adjustments to Interest Accruals on the Notes

If the actual contingent payments made on the notes differ from the projected contingent payments, adjustments will be made for the difference. If, during any taxable year, you receive actual payments with respect to the notes for that taxable year that in the aggregate exceed the total amount of projected payments for the taxable year, you will incur a positive adjustment equal to the amount of such excess. Such positive adjustment will be treated as additional original issue discount in such taxable year. For these purposes, the payments in a taxable year include the fair market value of property received in that year, including the fair market value of our common stock received upon a conversion. If you receive in a taxable year actual payments that in the aggregate are less than the amount of projected payments for the taxable year, you will incur a negative adjustment equal to the amount of such deficit. A negative adjustment will be treated as follows:

• first, a negative adjustment will reduce the amount of original issue discount required to be accrued in the current year;

• second, any negative adjustments that exceed the amount of original issue discount accrued in the current year will be treated as ordinary loss to the extent of your total prior original issue discount inclusions with respect to the notes, reduced to the extent such prior original issue discount was offset by prior negative adjustments; and

• third, any excess negative adjustments will be treated as a regular negative adjustment in the succeeding taxable year.

If you purchase a note at a discount or premium to the adjusted issue price of the note on the acquisition date, you must, upon acquiring the debt instrument, reasonably allocate the difference between your tax basis and the adjusted issue price to daily portions of interest or projected payments over the remaining term of the note. You should consult your tax advisor regarding these allocations.

If your tax basis is greater than the adjusted issue price of your note on the acquisition date, the amount of the difference allocated to a daily portion of interest or to a projected payment is treated as a negative adjustment on the date the daily portion accrues or the payment is made. On the date of the adjustment, your adjusted basis in your note is reduced by the amount treated as a negative adjustment.

If your tax basis is less than the adjusted issue price of your note on the acquisition date, the amount of the difference allocated to a daily portion of interest or to a projected payment is treated as a positive adjustment on the date the daily portion accrues or the payment is made. On the date of the adjustment, your adjusted basis in your note is increased by the amount treated as a positive adjustment.

Sale, Exchange, Conversion or Redemption of the Notes

Upon the sale, exchange, repurchase or redemption of a note, as well as upon a conversion of a note, you generally will recognize gain or loss equal to the difference between your amount realized and your adjusted tax basis in the note. Pursuant to the terms of the notes, you agree that under the Contingent Debt Regulations, the amount realized will include the fair market value of our common stock that you receive on the conversion as a contingent payment. Such gain on a note generally will be treated as interest income. Loss from the disposition of a note will be treated as ordinary loss to the extent of your prior net original issue discount inclusions with respect to the notes. Any loss in excess of that amount will be treated as capital loss, which will be long-term if the notes were held for more than one year. The deductibility of capital losses is subject to limitations.

Special rules apply in determining the tax basis of a note. Your adjusted tax basis in a note is generally equal to your original purchase price for the note, increased by original issue discount (determined without regard to any adjustments to interest accruals described above, other than any positive or negative adjustments to reflect discount (which increase basis) or premium (which decrease basis), respectively, to the adjusted issue price), and reduced by the amount of any noncontingent payments made and the projected amount of any contingent payments previously scheduled to be made on the note.

Under this treatment, your tax basis in the common stock received upon conversion of a note will equal the then current fair market value of such common stock. Your holding period for our common stock will commence on the day after conversion.

Constructive Dividends

Holders of convertible debt instruments such as the notes may, in certain circumstances, be deemed to have received distributions of stock if the conversion price of such instruments is adjusted. However, adjustments to the conversion price made pursuant to a bona fide reasonable adjustment formula which has the effect of preventing the dilution of the interest of the holders of the debt instruments will generally not be deemed to result in a constructive distribution of stock. Certain of the possible adjustments provided in the notes (including, without limitation, adjustments in respect of taxable dividends to our stockholders) may not qualify as being pursuant to a bona fide reasonable adjustment formula. If such adjustments are made, you will be deemed to have received constructive distributions includible in your income in the manner described under “ — Dividends” below even though you have

not received any cash or property as a result of such adjustments. In certain circumstances, the failure to provide for such an adjustment may also result in a constructive distribution to you.

Dividends

If you convert your note into our common stock, distributions, if any, made on our common stock generally will be included in your income as ordinary dividend income to the extent of our current and accumulated earnings and profits. However, under recently enacted legislation, with respect to noncorporate taxpayers for taxable years beginning after December 31, 2002 and before January 1, 2009 such dividends are generally taxed at the lower applicable capital gains rate provided certain holding period requirements are satisfied. Distributions in excess of our current and accumulated earnings and profits will be treated as a return of capital to the extent of your adjusted tax basis in the common stock and thereafter as capital gain from the sale or exchange of such common stock. Dividends received by a corporate holder may be eligible for a dividends received deduction, subject to applicable limitations.

Sale, Exchange or Redemption of Common Stock

Upon the sale, exchange or redemption of our common stock, you generally will recognize capital gain or loss equal to the difference between (i) the amount of cash and the fair market value of any property received upon the sale or exchange and (ii) your adjusted tax basis in the common stock. Such capital gain or loss will be long-term capital gain or loss if your holding period in the common stock is more than one year at the time of the sale, exchange or redemption. Long-term capital gains recognized by certain noncorporate holders, including individuals, will generally be subject to a reduced rate of U.S. federal income tax. Your adjusted tax basis and holding period in common stock received upon conversion of a note are determined as discussed above under “ — Sale, Exchange, Conversion or Redemption of the Notes.” The deductibility of capital losses is subject to limitations.

Additional Payments

We will be required to pay additional amounts on the notes as a result of our registration default. We intend to take the position for U.S. federal income tax purposes that any such additional amounts should be taxable to you as additional ordinary income when received or accrued, in accordance with your method of tax accounting. This position is based in part on our determination that as of the date of issuance of the notes, the possibility that such additional amounts would have to be paid was a “remote” or “incidental” contingency within the meaning of applicable Treasury Regulations. Our determination that such possibility was a remote or incidental contingency is binding on you, unless you explicitly disclose that you are taking a different position to the IRS on your tax return for the year during which you acquire the note. However, the IRS may take a contrary position from that described above, which could affect the timing and character of your income with respect to such additional amounts.

Backup Withholding and Information Reporting

We are required to furnish to the record holders of the notes and common stock, other than corporations and other exempt holders, and to the IRS, information with respect to interest on the notes and dividends paid on the common stock.

You may be subject to backup withholding with respect to interest paid on the notes, dividends paid on the common stock or with respect to proceeds received from a disposition of the notes or shares of common stock. Certain holders (including, among others, corporations and certain tax-exempt organizations) are generally not subject to backup withholding. You will be subject to backup withholding if you are not otherwise exempt and you

• fail to furnish your taxpayer identification number (“TIN”), which, for an individual, is ordinarily his or her social security number;

• furnish an incorrect TIN;

• are notified by the IRS that you have failed to properly report payments of interest or dividends; or

• fail to certify, under penalties of perjury, that you have furnished a correct TIN and that the IRS has not notified you that you are subject to backup withholding.

Backup withholding is not an additional tax but, rather, is a method of tax collection. You generally will be entitled to credit any amounts withheld under the backup withholding rules against your U.S. federal income tax liability provided that the required information is furnished to the IRS in a timely manner.

Consequences to Non-U.S. Holders

The following is a summary of the material U.S. federal income tax consequences and estate tax consequences that will apply to you if you are a non-U.S. holder of the notes or common stock. For purposes of this discussion, a “non-U.S. holder” means a beneficial owner of notes or common stock who or that is not a U.S. holder.

In general, subject to the discussion below concerning backup withholding:

Payments of Interest

You will not be subject to the 30% U.S. federal withholding tax with respect to payments of interest on the notes (including amounts taken into income as interest under the accrual rules described above under “ — Consequences to U.S. Holders” and amounts attributable to the shares of our common stock received upon a conversion of the notes) provided that:

• you do not own, actually or constructively, 10% or more of the total combined voting power of all classes of our stock entitled to vote within the meaning of Section 871(h)(3) of the Code;

• you are not a “controlled foreign corporation” with respect to which we are, directly or indirectly, a “related person;”

• you are not a bank whose receipt of interest (including original issue discount) on a note is described in Section 881(c)(3)(A) of the Code; and

• you provide your name and address, and certify, under penalties of perjury, that you are not a U.S. person (which certification may be made on an IRS Form W-8BEN (or successor form)), or you hold your notes through certain intermediaries, and you and the intermediaries satisfy the certification requirements of applicable Treasury Regulations.

Special certification rules apply to non-U.S. holders that are pass-through entities rather than corporations or individuals. Prospective investors should consult their tax advisors regarding the certification requirements for non-U.S. holders.

If you cannot satisfy the requirements described above, you will be subject to the 30% U.S. federal withholding tax with respect to payments of interest on a note, unless you provide us with a properly executed (1) IRS Form W-8BEN (or successor form) claiming an exemption from or reduction in withholding under the benefit of an applicable U.S. income tax treaty or (2) IRS Form W-8ECI (or successor form) stating that interest paid on the note is not subject to withholding tax because it is effectively connected with the conduct of a U.S. trade or business.

If you are engaged in a trade or business in the United States and interest on a note is effectively connected with your conduct of that trade or business, you will be subject to U.S. federal income tax on that interest on a net income basis (although you will be exempt from the 30% withholding tax, provided the certification requirements described above are satisfied) in the same manner as if you were a U.S. person as defined under the Code. In addition, if you are a foreign corporation, you may be subject to a branch profits tax equal to 30% (or lower rate as may be prescribed under an applicable U.S. income tax treaty) of your earnings and profits for the taxable year, subject to adjustments, that are effectively connected with your conduct of a trade or business in the United States. For this purpose, interest (including original issue discount) will be included in your earnings and profits.

Absent further relevant guidance from the IRS, we intend to treat payments of additional amounts on the notes as subject to U.S. federal withholding tax. Therefore, we intend to withhold on any such payments at a rate of 30% unless we receive an IRS Form W-8BEN or an IRS Form W-8ECI from you claiming, respectively, that such payments are subject to reduction or elimination of withholding under an applicable treaty or that such payments are effectively connected with the conduct of a U.S. trade or business. You should consult your own tax advisers as to whether you can obtain a refund for the withholding tax imposed on such additional amounts because such amount represents interest qualifying for an exemption or based on some other rationale.

Sale, Exchange, Redemption or Other Taxable Disposition of the Notes or Common Stock

Any gain realized by you on the sale, exchange, redemption, conversion or other taxable disposition of a note will generally be treated as interest income generally subject to the rules described above under “ — Payments of Interest.”

Any gain realized by you on the sale, exchange or other taxable disposition of our common stock generally will not be subject to U.S. federal income tax unless:

• the gain is effectively connected with your conduct of a U.S. trade or business;

• you are an individual who is present in the United States for 183 days or more in the taxable year of disposition, and certain conditions are met;

• you are subject to Code provisions applicable to certain U.S. expatriates; or

• we are or have been a “United States real property holding corporation” for U.S. federal income tax purposes at any time during the shorter of the five-year period ending on the date of disposition or the period that you held our common stock.

If your gain is described in the first bullet point above, you generally will be subject to U.S. federal income tax on the net gain derived from the sale, and if you are a corporation, then any such effectively connected gain received by you may also, under certain circumstances, be subject to the branch profits tax at a 30% rate (or such lower rate as may be prescribed under an applicable U.S. income tax treaty). If you are an individual described in the second bullet point above, you will be subject to a flat 30% U.S. federal income tax on the gain derived from the sale, which may be offset by U.S. source capital losses, even though you are not considered a resident of the United States. Such holders are urged to consult their tax advisers regarding the tax consequences of the acquisition, ownership and disposition of the common stock.

We do not believe that we are currently, and do not anticipate becoming, a United States real property holding corporation. Even if we were, or were to become, a United States real property holding corporation, no adverse tax consequences would apply to you if you hold, directly and indirectly, at all times during the applicable period, five percent or less of our common stock, provided that our common stock was regularly traded on an established securities market.

Dividends

In general, dividends, if any, received by you with respect to our common stock (and any deemed distributions resulting from certain adjustments, or failures to make certain adjustments, to the conversion price of the notes, see “ — Consequences to U.S. Holders-Constructive Dividends” above) will be subject to withholding of U.S. federal income tax at a 30% rate, unless such rate is reduced by an applicable U.S. income tax treaty. Dividends that are effectively connected with your conduct of a trade or business in the United States are generally subject to U.S. federal income tax on a net income basis and are exempt from the 30% withholding tax (assuming compliance with certain certification requirements). Any such effectively connected dividends received by a holder that is a corporation may also, under certain circumstances, be subject to the branch profits tax at a 30% rate or such lower rate as may be prescribed under an applicable U.S. income tax treaty.

In order to claim the benefit of a U.S. income tax treaty or to claim exemption from withholding because dividends paid to you on our common stock are effectively connected with your conduct of a trade or business in the United States, you must provide a properly executed IRS Form W-8BEN for treaty benefits or W-8ECI for effectively connected income (or such successor form as the IRS designates), prior to the payment of dividends. These forms must be periodically updated. You may obtain a refund of any excess amounts withheld by timely filing an appropriate claim for refund.

U.S. Federal Estate Tax

A note held by an individual who at the time of death is not a citizen or resident of the United States (as specially defined for U.S. federal estate tax purposes) will not be subject to U.S. federal estate tax if any payment to such individual on the notes would be eligible for exemption from the 30% U.S. federal withholding tax under the rules described in the bullet points above under “ — Payments of Interest,” without regard to the certification requirements of the fourth bullet point and, at the time of the individual’s death, payments with respect to such note would not have been effectively connected with the conduct by such individual of a trade or business in the United States. If you are an individual who at the time of death is not a citizen or resident of the United States (as specially defined for U.S. federal estate tax purposes), your common stock will be subject to U.S. federal estate tax, unless an applicable estate tax treaty provides otherwise.

Backup Withholding and Information Reporting

If you are a non-U.S. holder, in general, you will not be subject to backup withholding and information reporting with respect to payments that we make to you provided that we do not have actual knowledge or reason to know that you are a United States person and you have given us the statement described above under “ — Payments of Interest.” In addition, you will not be subject to backup withholding or information reporting with respect to the proceeds of the sale of a note or a share of common stock within the United States or conducted through certain U.S.-related financial intermediaries, if the payor receives the statement described above and does not have actual knowledge or reason to know that you are a United States person, as defined under the Code, or you otherwise establish an exemption. However, we may be required to report annually to the IRS and to you the amount of, and the tax withheld with respect to, any interest or dividends paid to you, regardless of whether any tax was actually withheld. Copies of these information returns may also be made available under the provisions of a specific treaty or agreement to the tax authorities of the country in which you reside.

You generally will be entitled to credit any amounts withheld under the backup withholding rules against your U.S. federal income tax liability provided that the required information is furnished to the IRS in a timely manner.

Selling Securityholders

The notes were originally issued by Manor Care and sold by the initial purchasers of the notes in a transaction exempt from the registration requirements of the Securities Act of 1933 to persons reasonably believed by the initial purchasers to be qualified institutional buyers as defined by Rule 144A under the Securities Act of 1933. Selling securityholders, including their transferees, pledgees or donees or their successors, may from time to time offer and sell pursuant to this prospectus any or all of the notes and shares of common stock into which the notes are convertible.

The following table sets forth information, as of July 29, 2003, with respect to the selling securityholders and the principal amounts of notes beneficially owned by each selling securityholder that may be offered pursuant to this prospectus. The information is based on information provided by or on behalf of the selling securityholders. The selling securityholders may offer all, some or none of the notes or the common stock into which the notes are convertible. Because the selling securityholders may offer all or some portion of the notes or the common stock, we cannot estimate the amount of the notes or the common stock that will be held by the selling securityholders upon termination of any of these sales. In addition, the selling securityholders identified below may have sold, transferred or otherwise disposed of all or a portion of their notes since the date on which they provided the information regarding their notes in transactions exempt from the registration requirements of the Securities Act of 1933. The percentage of notes outstanding beneficially owned by each selling securityholder is based on $100,000,000 aggregate principal amount of notes outstanding.

The number of shares of common stock issuable upon conversion of the notes shown in the table below assumes conversion of the full amount of notes held by each selling securityholder at an initial conversion rate of 32.1337 shares per $1,000 principal amount of notes and a cash payment in lieu of any fractional shares. This conversion price is subject to adjustment in certain events. Accordingly, the number of conversion shares may increase or decrease from time to time. Information concerning other selling securityholders will be set forth in prospectus supplements from time to time, if required. The number of shares of common stock owned by the other selling securityholders or any future transferee from any such holder assumes that they do not beneficially own any common stock other than common stock into which the notes are convertible.


	Principal
	Amount of
	Notes		Percentage			Common		Percentage		Common
	Beneficially		of			Stock Owned		of Common		Stock
	Owned and		Notes			Prior to the		Stock		Offered
Name	Offered Hereby		Outstanding			Offering		Outstanding		Hereby

Advisory Convertible Arbitrage Fund (I) L.P.		1,000,000		1.00	%		0		*		32,133
Amaranth LLC		11,440,000		11.44	%						367,609
Arbitex Master Fund, L.P.		2,000,000		2.00	%		0		*		64,267
Bank Austria Cayman Islands, LTD		750,000		*			0		*		24,100
Chrysler Corporation Master Retirement Trust		3,050,000		3.05	%				*		98,007
Context Convertible Arbitrage Fund, LP		1,250,000		1.25	%		0		*		40,167
Context Convertible Arbitrage Offshore, LTD		2,750,000		2.75	%		0		*		88,367
DBAG London		218,000		*			0		*		7,005
Delta Air Lines Master Trust – CV		1,340,000		1.34	%		0		*		43,059
Delta Pilots Disability & Survivorship Trust – CV		605,000		*			0		*		19,440
Guggenheim Portfolio Co. XV, LLC		600,000		*			0		*		19,280
HBK Master Fund L.P.		4,000,000		4.00	%		0		*		128,534
HFR CA Select Fund		1,200,000		1.20	%		0		*		38,560


	Principal
	Amount of
	Notes		Percentage			Common		Percentage		Common
	Beneficially		of			Stock Owned		of Common		Stock
	Owned and		Notes			Prior to the		Stock		Offered
Name	Offered Hereby		Outstanding			Offering		Outstanding		Hereby

JP Morgan Securities, Inc.		3,000,000		3.00	%		0		*		96,401
Man Convertible Bond Master Fund, Ltd.		8,983,000		8.98	%		0		*		288,657
McMahen Securities Co. L.P.		1,000,000		1.00	%		0		*		32,133
Microsoft Corporation		2,275,000		2.28	%		0		*		73,104
Motion Picture Industry Health Plan - Active		315,000			*		0		*		10,122
Motion Picture Industry Health Plan - Retiree		195,000			*		0		*		6,266
OCM Convertible Trust		3,380,000		3.38	%		0		*		108,611
Partner Reinsurance Company Ltd.		610,000			*		0		*		19,601
Qwest Occupational Health Trust		400,000			*		0		*		12,853
RAM Trading, LTD		1,500,000		1.50	%		0		*		48,200
Ramius Master Fund, LTD		3,825,000		3.83	%		0		*		122,911
Ramius Partners II, LP		150,000			*		0		*		4,820
RCG Halifax Master Fund, LTD		300,000			*		0		*		9,640
RCG Latitude Master Fund, Ltd.		3,825,000		3.83	%		0		*		122,911
RCG Multi Strategy Master Fund, LTD		250,000			*		0		*		8,033
San Diego County Employees Retirement Association		1,200,000		1.20	%		0		*		38,560
St. Thomas Trading, Ltd.		16,517,000		16.52	%		0		*		530,752
State Employees’ Retirement Fund of the State of Delaware		1,330,000		1.33	%		0		*		42,737
Sunrise Partners Limited Partnership		8,560,000		8.56	%		0		*		275,064
The Coast Fund, L.P.		500,000			*		0		*		16,066
Triborough Partners International Ltd.		4,040,000		4.04	%		0		*		129,820
Triborough Partners LLC		1,460,000		1.46	%		0		*		46,915
UBS O’Connor LLC F/B/D O’Connor Global Convertible Arbitrage Master Limited		2,000,000		2.00	%		0		*		64,267
Xavex Convertible Arbitrage #5		300,000			*		0		*		9,640
Zazove Convertible Arbitrage Fund, L.P.		3,200,000		3.20	%		0		*		102,827
Zazove Hedged Convertible Fund L.P.		2,700,000		2.70	%		0		*		86,760
Zazove Income Fund, L.P.		2,100,000		2.10	%		0		*		67,480
Zurich Institutional Benchmarks Master Fund Ltd.		2,100,000		2.10	%		0		*		67,480
Total(1)		100,000,000		100.00	%						3,213,370

(1) Because certain of the selling securityholders may have sold, transferred or otherwise disposed of all or a portion of their notes in transactions exempt from the registration requirements of the Securities Act since the date on which they provided to us the information presented in this table, this prospectus may not reflect the exact principal amount of notes held by each selling securityholder on the date hereof. The maximum aggregate principal amount of notes that may be sold pursuant to this prospectus will not exceed $100,000,000.

Plan of Distribution

The selling securityholders and their successors, which term includes their transferees, pledgees or donees or their successors may sell the notes and the common stock issuable upon conversion of the notes directly to purchasers or through underwriters, broker-dealers or agents, who may receive compensation in the form of discounts, concessions or commissions from the selling securityholders or the purchasers. These discounts, concessions or commissions as to any particular underwriter, broker-dealer or agent may be in excess of those customary in the types of transactions involved.

The common stock may be sold in one or more transactions at:

• fixed prices;

• prevailing market prices at the time of sale;

• prices related to the prevailing market prices;

• varying prices determined at the time of sale; or

• negotiated prices.

These sales may be effected in transactions:

• on any national securities exchange or quotation service on which our common stock may be listed or quoted at the time of sale;

• in the over-the-counter market;

• otherwise than on such exchanges or services or in the over-the-counter market;

• through the writing of options, whether the options are listed on an options exchange or otherwise; or

• through the settlement of short sales.

These transactions may include block transactions or crosses. Crosses are transactions in which the same broker acts as agent on both sides of the trade.

In connection with the sale of the notes and the common stock issuable upon conversion of the notes or otherwise, the selling securityholders may enter into hedging transactions with broker-dealers or other financial institutions. These broker-dealers or financial institutions may in turn engage in short sales of the common stock in the course of hedging the positions they assume with selling securityholders. The selling securityholders may also sell the notes and the common stock issuable upon conversion of the notes short and deliver these securities to close out such short positions, or loan or pledge the notes or the common stock issuable upon conversion of the notes to broker-dealers that in turn may sell these securities.

The aggregate proceeds to the selling securityholders from the sale of the notes or the common stock issuable upon conversion of the notes offered by them hereby will be the purchase price of the notes or the common stock less discounts and commissions, if any. Each of the selling securityholders reserves the right to accept and, together with their agents from time to time, to reject, in whole or in part, any proposed purchase of common stock to be made directly or through agents. We will not receive any of the proceeds from this offering.

Our outstanding common stock is listed for trading on the New York Stock Exchange. We do not intend to list the notes for trading on any national securities exchange or on the Nasdaq National Market and can give no assurance about the development of any trading market for the notes.

In order to comply with the securities laws of some states, if applicable, the notes and the common stock issuable upon conversion of the notes may be sold in these jurisdictions only through registered or licensed brokers or dealers.

The selling securityholders and any broker-dealers or agents that participate in the sale of the notes and the common stock issuable upon conversion of the notes may be deemed to be “underwriters” within the meaning of Section 2(11) of the Securities Act of 1933. Profits on the sale of the notes and the common stock issuable upon conversion of the notes by selling securityholders and any discounts, commissions or concessions received by any broker-dealers or agents might be deemed to be underwriting discounts and commissions under the Securities Act of 1933. Selling securityholders who are deemed to be “underwriters” within the meaning of Section 2(11) of the Securities Act of 1933 will be subject to the prospectus delivery requirements of the Securities Act of 1933. To the extent the selling securityholders may be deemed to be “underwriters,” they may be subject to statutory liabilities, including, but not limited to, Sections 11, 12 and 17 of the Securities Act of 1933.

The selling securityholders and any other person participating in a distribution will be subject to applicable provisions of the Securities Exchange Act of 1934 and the rules and regulations thereunder. Regulation M of the Securities Exchange Act of 1934 may limit the timing of purchases and sales of any of the securities by the selling securityholders and any other person. In addition, Regulation M may restrict the ability of any person engaged in the distribution of the securities to engage in market-making activities with respect to the particular securities being distributed for a period of up to five business days before the distribution.

To our knowledge, there are currently no plans, arrangements or understandings between any selling securityholder and any underwriter, broker-dealer or agent regarding the sale of the common stock by the selling securityholders.

A selling securityholder may decide not to sell any notes or the common stock issuable upon conversion of the notes described in this prospectus. We cannot assure holders that any selling securityholder will use this prospectus to sell any or all of the notes or the common stock issuable upon conversion of the notes. Any securities covered by this prospectus which qualify for sale pursuant to Rule 144 or Rule 144A of the Securities Act of 1933 may be sold under Rule 144 or Rule 144A rather than pursuant to this prospectus. In addition, a selling securityholder may transfer, devise or gift the notes and the common stock issuable upon conversion of the notes by other means not described in this prospectus.

With respect to a particular offering of the notes and the common stock issuable upon conversion of the notes, to the extent required, an accompanying prospectus supplement or, if appropriate, a post-effective amendment to the registration statement of which this prospectus is a part will be prepared and will set forth the following information:

• the specific notes or common stock to be offered and sold;

• the names of the selling securityholders;

• the respective purchase prices and public offering prices and other material terms of the offering;

• the names of any participating agents, broker-dealers or underwriters; and

• any applicable commissions, discounts, concessions and other items constituting, compensation from the selling securityholders.

We entered into the registration rights agreement for the benefit of holders of the notes to register their notes and the common stock issuable upon conversion of the notes under applicable federal and state securities laws under certain circumstances and at certain times. The registration rights agreement provides that the selling securityholders and we will indemnify each other and our respective directors, officers and controlling persons against specific liabilities in connection with the offer and sale of the notes and the common stock issuable upon conversion of the notes, including liabilities under the Securities Act of 1933, or will be entitled to contribution in connection with those liabilities. We will pay all of our expenses and specified expenses incurred by the selling

securityholders incidental to the registration, offering and sale of the notes and the common stock issuable upon conversion of the notes to the public, but each selling securityholder will be responsible for payment of commissions, concessions, fees and discounts of underwriters, broker-dealers and agents.

Validity of Securities

The validity of the notes and the shares of our common stock issuable upon conversion of the notes have been passed upon for us by Latham & Watkins LLP, Chicago, Illinois, and R. Jeffrey Bixler, Vice President, General Counsel and Secretary of the Company.

Experts

Ernst & Young LLP, independent auditors, have audited our consolidated financial statements and schedule included in our annual report on form 10-K for the year ended December 31, 2002, as set forth in their report, which is incorporated by reference in this prospectus and elsewhere in the registration statement. Our financial statements and schedule are incorporated by reference in reliance on Ernst & Young LLP’s report, given on their authority as experts in accounting and auditing.

Manor Care, Inc.

$100,000,000

2.125% Convertible Senior Notes due 2023
Shares of Common Stock Issuable Upon Conversion of the Notes

PROSPECTUS

, 2003

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

The expenses to be paid in connection with the distribution of the securities being registered are as set forth in the following table:


Securities and Exchange Commission Fee		$	8,090.00
^*NYSE Additional Listing Fee		$	2,500.00
^*Legal Fees and Expenses		$	80,000.00
^*Accounting Fees and Expenses		$	10,000.00
^*Printing Expenses		$	35,000.00
^*Miscellaneous		$	20,000.00
	Total	$	155,590.00

Estimated

We will bear each of the expenses in the above table.

ITEM 15. INDEMNIFICATION OF OFFICERS AND DIRECTORS

Section 102(b)(7) of the Delaware General Corporation Law (“DGCL”) grants corporations the right to limit or eliminate the personal liability of their directors in certain circumstances in accordance with provisions therein set forth. Article VIII of the Manor Care Certificate of Incorporation contains a provision eliminating or limiting director liability to Manor Care and its stockholders for monetary damages arising from acts or omissions in the director’s capacity as a director. The provision does not, however, eliminate or limit the personal liability of a director (i) for any breach of such director’s duty of loyalty to Manor Care or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under the Delaware statutory provision making directors personally liable, under a negligence standard, for unlawful dividends or unlawful stock purchases or redemptions, or (iv) for any transaction from which the director derived an improper personal benefit. This provision offers persons who serve on the board of directors of Manor Care protection against awards of monetary damages resulting from breaches of their duty of care (except as indicated above). As a result of this provision, the ability of Manor Care or a stockholder thereof to successfully prosecute an action against a director for a breach of his duty of care is limited. However, the provision does not affect the availability of equitable remedies such as an injunction or rescission based upon a director’s breach of his duty of care. The SEC has taken the position that the provision will have no effect on claims arising under the Federal securities laws.

Section 145 of the DGCL grants corporations the right to indemnify their directors, officers, employees and agents in accordance with the provisions therein set forth. Article VIII of the Manor Care Certificate of Incorporation and Article 3, Section 14 of the Manor Care Bylaws provide for mandatory indemnification rights, subject to limited exceptions, to any director, officer, employee, or agent of Manor Care who, by reason of the fact that he or she is a director, officer, employee, or agent of Manor Care, is involved in a legal proceeding of any nature. Such indemnification rights include reimbursement for expenses incurred by such director, officer, employee, or agent in advance of the final disposition of such proceeding in accordance with the applicable provisions of the DGCL.

Manor Care has entered into agreements with all of its directors and its executive officers pursuant to which Manor Care has agreed to indemnify such directors and executive officers against liability incurred by them by reason of their services as a director or executive officer to the fullest extent allowable under applicable law.

II-1

ITEM 16. EXHIBITS

INDEX


4.1		Indenture, dated as of April 15, 2003, among Manor Care, Inc., the subsidiary guarantors as named therein and National City Bank, as trustee

4.2		Form of 2.125% Convertible Senior Note due 2023 (included in Exhibit 4.1)

4.3		Registration Rights Agreement, dated as of April 15, 2003, among Manor Care, Inc, the guarantors as named therein and J.P. Morgan Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated and UBS Warburg LLC

5.1		Opinion of Latham & Watkins LLP

5.2		Opinion of R. Jeffrey Bixler

8.1		Opinion re Tax Matters

12.1		Statement re Computation of Ratios

23.1		Consent of Ernst & Young LLP

23.2		Consent of Latham & Watkins LLP (included in Exhibit 5.1)

23.3		Consent of R. Jeffrey Bixler (included in Exhibit 5.2)

24.1		Power of Attorney of the Company

24.2		Power of Attorney of the Guarantors

25.1		Statement of Eligibility of Trustee on Form T-1

II-2

ITEM 17. UNDERTAKINGS

(a) The undersigned registrants hereby undertake:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933, as amended (the “Securities Act”);

(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement.

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

(2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(b) The undersigned registrants hereby undertake that, for purposes of determining any liability under the Securities Act of 1933, each filing of each registrant’s annual report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrants pursuant to the foregoing provisions, or otherwise, the registrants have been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrants of expenses incurred or paid by a director, officer or controlling person of the registrants in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrants will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

II-3

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Company has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Toledo, State of Ohio, on date set forth below.


		Manor Care, Inc.

		By:		/s/ R. Jeffrey Bixler R. Jeffrey Bixler
				Vice President, General Counsel and Secretary

DATE: July 30, 2003

S-1

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons on July 30, 2003 in the capacities indicated.

SIGNATURE TITLE

*

Virgis W. Colbert Director

*

Joseph F. Damico Director

*

Joseph H. Lemieux Director

*

William H. Longfield Director

*

Frederic V. Malek Director

*

Geoffrey G. Meyers Executive Vice President and Chief
Financial Officer
(Principal Financial Officer)

*

Spencer C. Moler Vice President and Controller (Principal
Accounting Officer)

*

Paul Ormond President and Chief Executive Officer
(Principal Executive Officer);
Chairman of the Board; Director

*

John T. Schwieters Director

*

Robert G. Siefers Director

*

M. Keith Weikel Senior Executive Vice President and
Chief Operating Officer; Director

*

Gail R. Wilensky Director

S-2

SIGNATURE TITLE

*

Thomas L. Young Director

R. Jeffrey Bixler, by signing his name hereto, does hereby sign this document on behalf of each of the above-named officers and/or directors of the Company pursuant to powers of attorney duly executed by such persons.


	By:		/s/ R. Jeffrey Bixler

			R. Jeffrey Bixler, Attorney-in-fact

S-3

Group 1 Co-Registrants

Pursuant to the requirements of the Securities Act of 1933, as amended, the Group 1 Co-Registrants listed below have duly caused this Registration Statement to be signed on their behalf by the undersigned, thereunto duly authorized, in the City of Toledo, State of Ohio, on July 30, 2003.


HCR INFORMATION CORPORATION

HCR REHABILITATION CORP.

HCRC INC.

HEALTH CARE AND RETIREMENT CORPORATION OF AMERICA

HEARTLAND REHABILITATION SERVICES, INC.

HCR HOME HEALTH CARE AND HOSPICE, INC.

HEARTLAND EMPLOYMENT SERVICES, INC.

HEARTLAND INFORMATION SERVICES, INC.

MANOR CARE OF AMERICA, INC

MANORCARE HEALTH SERVICES, INC.

By:	/s/ R. Jeffrey Bixler

	Name:	R. Jeffrey Bixler
	Title:	Attorney-in-fact of the above-referenced
		Group 1 Co-Registrants

S-4


SIGNATURE		TITLE

* M. Keith Weikel		Director

R. Jeffrey Bixler, by signing his name hereto, does hereby sign this document on behalf of each of the above-named officers and/or directors of the Group 1 Co-Registrants pursuant to powers of attorney duly executed by such persons.


By:		/s/ R. Jeffrey Bixler R. Jeffrey Bixler, Attorney-in-fact for the Group 1 Co-Registrants

S-5

Group 2 Co-Registrants

Pursuant to the requirements of the Securities Act of 1933, as amended, the Group 2 Co-Registrants listed below have duly caused this Registration Statement to be signed on their behalf by the undersigned, thereunto duly authorized, in the City of Toledo, State of Ohio, on July 30, 2003.

AMERICAN HOSPITAL BUILDING CORPORATION

AMERICANA HEALTHCARE CENTER OF PALOS TOWNSHIP, INC.

AMERICANA HEALTHCARE CORPORATION OF GEORGIA

AMERICANA HEALTHCARE CORPORATION OF NAPLES

ANCILLARY SERVICES MANAGEMENT, INC.

BAILY NURSING HOME, INC.

BIRCHWOOD MANOR, INC.

BLUE RIDGE REHABILITATION SERVICES, INC.

CANTERBURY VILLAGE, INC.

CHARLES MANOR, INC.

CHESAPEAKE MANOR, INC.

DEKALB HEALTHCARE CORPORATION

DEVON MANOR CORPORATION

DISTCO, INC.

DIVERSIFIED REHABILITATION SERVICES, INC.

DONAHOE MANOR, INC.

EAST MICHIGAN CARE CORPORATION

EXECUTIVE ADVERTISING, INC.

EYE-Q NETWORK, INC.

FOUR SEASONS NURSING CENTERS, INC.

GEORGIAN BLOOMFIELD, INC.

GREENVIEW MANOR, INC.

HCR HOSPITAL HOLDING COMPANY, INC.

HCR MANORCARE MEDICAL SERVICES OF FLORIDA, INC.

HCR PHYSICIAN MANAGEMENT SERVICES, INC.

HCRA OF TEXAS, INC.

HEARTLAND CAREPARTNERS, INC.

HEARTLAND HOME CARE, INC.

HEARTLAND HOME HEALTH CARE SERVICES, INC.

HEARTLAND HOSPICE SERVICES, INC.

HEARTLAND MANAGEMENT SERVICES, INC.

HEARTLAND REHABILITATION SERVICES OF FLORIDA, INC.

HEARTLAND SERVICES CORP.

HERBERT LASKIN, RPT - JOHN MCKENZIE, RPT PHYSICAL THERAPY PROFESSIONAL ASSOCIATES, INC.

HGCC OF ALLENTOWN, INC.

INDUSTRIAL WASTES, INC.

IONIA MANOR, INC.

JACKSONVILLE HEALTHCARE CORPORATION

KENSINGTON MANOR, INC.

KNOLLVIEW MANOR, INC.

LEADER NURSING AND REHABILITATION CENTER OF BETHEL PARK, INC.

LEADER NURSING AND REHABILITATION CENTER OF GLOUCESTER, INC.

LEADER NURSING AND REHABILITATION CENTER OF SCOTT TOWNSHIP, INC.

LEADER NURSING AND REHABILITATION CENTER OF VIRGINIA INC.

LINCOLN HEALTH CARE, INC.

MANOR CARE AVIATION, INC.

MANOR CARE OF AKRON, INC.

MANOR CARE OF ARIZONA, INC.

MANOR CARE OF ARLINGTON, INC.

MANOR CARE OF BOCA RATON, INC.

MANOR CARE OF BOYNTON BEACH, INC.

MANOR CARE OF CANTON, INC.

MANOR CARE OF CENTERVILLE, INC

S-6

MANOR CARE OF CHARLESTON, INC.

MANOR CARE OF CINCINNATI, INC.

MANOR CARE OF COLUMBIA, INC.

MANOR CARE OF DARIEN, INC.

MANOR CARE OF DELAWARE COUNTY, INC.

MANOR CARE OF DUNEDIN, INC.

MANOR CARE OF FLORIDA, INC.

MANOR CARE OF HINSDALE, INC.

MANOR CARE OF KANSAS, INC.

MANOR CARE OF KINGSTON COURT, INC.

MANOR CARE OF LARGO, INC.

MANOR CARE OF LEXINGTON, INC.

MANOR CARE OF MEADOW PARK, INC.

MANOR CARE OF MIAMISBURG, INC

MANOR CARE OF NORTH OLMSTED, INC.

MANOR CARE OF PINEHURST, INC.

MANOR CARE OF PLANTATION, INC.

MANOR CARE OF ROLLING MEADOWS, INC.

MANOR CARE OF ROSSVILLE, INC.

MANOR CARE OF SARASOTA, INC.

MANOR CARE OF WILLOUGHBY, INC.

MANOR CARE OF WILMINGTON, INC.

MANOR CARE OF YORK (NORTH), INC.

MANOR CARE OF YORK (SOUTH), INC.

MANOR CARE PROPERTIES, INC.

MANORCARE HEALTH SERVICES OF BOYNTON BEACH, INC.

MANORCARE HEALTH SERVICES OF NORTHHAMPTON COUNTY, INC.

MANORCARE HEALTH SERVICES OF VIRGINIA, INC.

MARINA VIEW MANOR, INC.

MEDI-SPEECH SERVICE, INC.

MID-SHORE PHYSICAL THERAPY ASSOCIATES, INC.

MILESTONE HEALTH SYSTEMS, INC.

MILESTONE HEALTHCARE, INC.

MILESTONE REHABILITATION SERVICES, INC.

MILESTONE STAFFING SERVICES, INC.

MILESTONE THERAPY SERVICES, INC.

MRC REHABILITATION, INC.

NEW MANORCARE HEALTH SERVICES, INC.

PEAK REHABILITATION, INC.

PERRYSBURG PHYSICAL THERAPY, INC

PHYSICAL, OCCUPATIONAL, AND SPEECH THERAPY, INC.

PNEUMATIC CONCRETE, INC.

PORTFOLIO ONE, INC.

REHABILITATION ADMINISTRATION CORPORATION

REHABILITATION ASSOCIATES, INC.

REHABILITATION SERVICES OF ROANOKE, INC.

REINBOLT & BURKAM, INC.

RICHARDS HEALTHCARE, INC.

RIDGEVIEW MANOR, INC.

ROLAND PARK NURSING CENTER, INC.

RVA MANAGEMENT SERVICES, INC.

SILVER SPRING — WHEATON NURSING HOME, INC.

SPRINGHILL MANOR, INC.

STEWALL CORPORATION

STRATFORD MANOR, INC.

STUTEX CORP.

SUN VALLEY MANOR, INC.

THE NIGHTINGALE NURSING HOME, INC.

THERAPY ASSOCIATES, INC.

THERASPORT PHYSICAL THERAPY, INC.

THREE RIVERS MANOR, INC.

TOTALCARE CLINICAL LABORATORIES, INC.

WASHTENAW HILLS MANOR, INC.

WHITEHALL MANOR, INC.

S-7


By:	/s/ R. Jeffrey Bixler

	Name:	R. Jeffrey Bixler
	Title:	Attorney-in-fact of each of the above-referenced
		Group 2 Co-Registrants

R. Jeffrey Bixler, by signing his name hereto, does hereby sign this document individually and on behalf of each of the above-named officers and/or directors of the Group 2 Co-Registrants pursuant to powers of attorney duly executed by such persons.


	By:		/s/ R. Jeffrey Bixler R. Jeffrey Bixler, Individually and as Attorney -in-fact for the Group 2 Co-Registrants

S-8

Group 3 Co-Registrant

Pursuant to the requirements of the Securities Act of 1933, as amended, the Group 3 Co-Registrant listed below has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Toledo, State of Ohio, on July 30, 2003.


MNR FINANCE CORP.

By:	/s/ R. Jeffrey Bixler

	Name:	R. Jeffrey Bixler
	Title:	Attorney-in-fact of the above-referenced
		Group 3 Co-Registrant

R. Jeffrey Bixler, by signing his name hereto, does hereby sign this document individually and on behalf of each of the above-named officers and/or directors of the Group 3 Co-Registrant pursuant to powers of attorney duly executed by such persons.


	By:		/s/ R. Jeffrey Bixler R. Jeffrey Bixler, Individually and as Attorney- in-fact of the Group 3 Co-Registrant

S-9

Group 4 Co-Registrants

Pursuant to the requirements of the Securities Act of 1933, as amended, the Group 4 Co-Registrants listed below have duly caused this Registration Statement to be signed on their behalf by the undersigned, thereunto duly authorized, in the City of Toledo, State of Ohio, on July 30, 2003.

ANNANDALE ARDEN, LLC

BAINBRIDGE ARDEN, LLC

BINGHAM FARMS ARDEN, LLC

COLONIE ARDEN, LLC

CRESTVIEW HILLS ARDEN, LLC

FIRST LOUISVILLE ARDEN, LLC

GENEVA ARDEN, LLC

HANOVER ARDEN, LLC

JEFFERSON ARDEN, LLC

KENWOOD ARDEN, LLC

LIVONIA ARDEN, LLC

MEMPHIS ARDEN, LLC

NAPA ARDEN, LLC

ROANOKE ARDEN, LLC

SAN ANTONIO ARDEN, LLC

SILVER SPRING ARDEN, LLC

SUSQUEHANNA ARDEN LLC

TAMPA ARDEN, LLC

WALL ARDEN, LLC

WARMINSTER ARDEN LLC

WILLIAMS VILLE ARDEN, LLC


By:	/s/ R. Jeffrey Bixler

	Name:	R. Jeffrey Bixler
	Title:	Attorney-in-fact of each of the above-
		referenced Group 4 Co-Registrants

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities indicated on July 30, 2003.

SIGNATURE TITLE

*
Paul A. Ormond Chairman, President & Chief Executive Officer
(Principal Executive Officer)

*
Geoffrey G. Meyers Executive Vice President, Chief Financial
Officer & Assistant Secretary
(Principal Financial and Accounting Officer)

*
Spencer C. Moler Vice President, Controller, Assistant Treasurer
& Assistant Secretary
(Principal Accounting Officer)

*
Paul A. Ormond Director of Manor Care of America, Inc., Sole
Member of each of the above-referenced limited
liability companies

*
Geoffrey G. Meyers Director of Manor Care of America, Inc., Sole
Member of each of the above-referenced limited
liability companies

S-10

SIGNATURE TITLE

*
M. Keith Weikel Director of Manor Care of America, Inc., Sole
Member of each of the above-referenced limited
liability companies

R. Jeffrey Bixler, by signing his name hereto, does hereby sign this document individually and on behalf of each of the above-named officers and/or directors of the Group 4 Co-Registrants pursuant to powers of attorney duly executed by such persons.


	By:		/s/ R. Jeffrey Bixler R. Jeffrey Bixler, Individually and as Attorney - -in-fact of the Group 4 Co-Registrants

S-11

Group 5 Co-Registrants

Pursuant to the requirements of the Securities Act of 1933, as amended, the Group 5 Co-Registrants listed below have duly caused this Registration Statement to be signed on their behalf by the undersigned, thereunto duly authorized, in the City of Toledo, State of Ohio, on July 30, 2003.

BATH ARDEN, LLC

CLAIRE BRIDGE OF ANDERSON, LLC

CLAIRE BRIDGE OF AUSTIN, LLC

CLAIRE BRIDGE OF KENWOOD, LLC

CLAIRE BRIDGE OF SAN ANTONIO, LLC

CLAIRE BRIDGE OF SUSQUEHANNA, LLC

CLAIRE BRIDGE OF WARMINSTER, LLC

FRESNO ARDEN, LLC

MESQUITE HOSPITAL, LLC

TUSCAWILLA ARDEN, LLC


By:	/s/ R. Jeffrey Bixler

	Name:	R. Jeffrey Bixler
	Title:	Attorney-in-fact of each of the
		above-referenced Group 5 Co- Registrants

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities indicated on July 30, 2003.

SIGNATURE TITLE

*
Paul A. Ormond Chairman, President & Chief Executive Officer
(Principal Executive Officer)

*
Geoffrey G. Meyers Executive Vice President, Chief Financial
Officer & Assistant Secretary
(Principal Financial and Accounting Officer)

*
Spencer C. Moler Vice President, Controller, Assistant Treasurer
& Assistant Secretary
(Principal Accounting Officer)

*
Paul A. Ormond Director of ManorCare Health Services, Inc.,
Sole Member of each of the above-referenced
limited liability companies

*
Geoffrey G. Meyers Director of ManorCare Health Services, Inc.,
Sole Member of each of the above-referenced
limited liability companies

*
M. Keith Weikel Director of ManorCare Health Services, Inc.
Sole Member of each of the above-referenced
limited liability companies

S-12

R. Jeffrey Bixler, by signing his name hereto, does hereby sign this document individually and on behalf of each of the above-named officers and/or directors of the Group 5 Co-Registrants pursuant to powers of attorney duly executed by such persons.


	By:		/s/ R. Jeffrey Bixler R. Jeffrey Bixler, Individually and as Attorney - -in-fact of the Group 5 Co-Registrants

S-13

Group 6 Co-Registrant

Pursuant to the requirements of the Securities Act of 1933, as amended, the Group 6 Co-Registrant listed below has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Toledo, State of Ohio, on July 30, 2003.


ANCILLARY SERVICES, LLC

By:	/s/ R. Jeffrey Bixler

	Name:	R. Jeffrey Bixler
	Title:	Attorney-in-fact of the above- referenced Group 6 Co-Registrant

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities indicated on July 30, 2003.

SIGNATURE TITLE

* Chairman, President & Chief Executive Officer

(Principal Executive Officer)

Paul A. Ormond

* Executive Vice President, Chief Financial

Officer & Assistant Secretary

Geoffrey G. Meyers (Principal Financial and Accounting Officer)

* Vice President, Controller, Assistant Treasurer

& Assistant Secretary

Spencer C. Moler (Principal Accounting Officer)

* Director of Heartland Rehabilitation Services,

Inc., Sole Member of the above-referenced

Paul A. Ormond limited liability company

* Director of Heartland Rehabilitation Services,

Inc., Sole Member of the above-referenced

Geoffrey G. Meyers limited liability company

* Director of Heartland Rehabilitation Services,

Inc., Sole Member of the above-referenced

M. Keith Weikel limited liability company

R. Jeffrey Bixler, by signing his name hereto, does hereby sign this document individually and on behalf of each of the above-named officers and/or directors of the Group 6 Co-Registrant pursuant to powers of attorney duly executed by such persons.


		By:		/s/ R. Jeffrey Bixler

		R. Jeffrey Bixler, Individually and as Attorney-
		in-fact of the Group 6 Co-Registrant

S-14

Group 7 Co-Registrant

Pursuant to the requirements of the Securities Act of 1933, as amended, the Group 7 Co-Registrant listed below has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Toledo, State of Ohio, on July 30, 2003.


HCR HOSPITAL, LLC

By:	/s/ R. Jeffrey Bixler

	Name:	R. Jeffrey Bixler
	Title:	Attorney-in-fact of the above-referenced
		Group 7 Co-Registrant

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities indicated on July 30, 2003.

SIGNATURE TITLE

* Chairman, President & Chief Executive Officer

(Principal Executive Officer)

Paul A. Ormond

* Executive Vice President, Chief Financial

Officer & Assistant Secretary

Geoffrey G. Meyers (Principal Financial and Accounting Officer)

* Vice President, Controller, Assistant Treasurer

& Assistant Secretary

Spencer C. Moler (Principal Accounting Officer)

* Vice President, General Counsel, Secretary and

Sole Director of HCR Hospital Holding Company,

R. Jeffrey Bixler Inc., sole member of the above-referenced limited

liability company

R. Jeffrey Bixler, by signing his name hereto, does hereby sign this document individually and on behalf of each of the above-named officers and/or directors of the Group 7 Co-Registrant pursuant to powers of attorney duly executed by such persons.


		By:		/s/ R. Jeffrey Bixler

				R. Jeffrey Bixler, Individually and as Attorney-
				in-fact of the Group 7 Co-Registrant

S-15

Group 8 Co-Registrant

Pursuant to the requirements of the Securities Act of 1933, as amended, the Group 8 Co-Registrant listed below has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Toledo, State of Ohio, on July 30, 2003.


IN HOME HEALTH, INC.

By:	/s/ R. Jeffrey Bixler

	Name:	R. Jeffrey Bixler
	Title:	Attorney-in-fact of the above-referenced
		Group 8 Co-Registrant

R. Jeffrey Bixler, by signing his name hereto, does hereby sign this document individually and on behalf of each of the above-named officers and/or directors of the Group 8 Co-Registrant pursuant to powers of attorney duly executed by such persons.


		By:		/s/ R. Jeffrey Bixler

				R. Jeffrey Bixler, Individually and as Attorney-
				in-fact of the Group 8 Co-Registrant

S-16

Group 9 Co-Registrant

Pursuant to the requirements of the Securities Act of 1933, as amended, the Group 9 Co-Registrant listed below has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Toledo, State of Ohio, on July 30, 2003.


HCR MANORCARE MESQUITE, L.P.

By:	/s/ R. Jeffrey Bixler

	Name:	R. Jeffrey Bixler
	Title:	Attorney-in-fact of the above-referenced
		Group 9 Co-Registrant

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities indicated on July 30, 2003.

SIGNATURE TITLE

* Chairman, President & Chief Executive Officer

(Principal Executive Officer)

Paul A. Ormond

* Executive Vice President, Chief Financial

Officer & Assistant Secretary

Geoffrey G. Meyers (Principal Financial Officer)

* Vice President, Controller, Assistant Treasurer

& Assistant Secretary

Spencer C. Moler (Principal Accounting Officer)

* Director of ManorCare Health Services, Inc.,

Sole Member of Mesquite Hospital, LLC,

Paul A. Ormond General Partner of the above-referenced limited partnership

* Director of ManorCare Health Services, Inc.,

Sole Member of Mesquite Hospital, LLC, General

Geoffrey G. Meyers Partner of the above-referenced limited partnership

* Director of ManorCare Health Services, Inc.,

Sole Member of Mesquite Hospital, LLC, General Partner

M. Keith Weikel of the above-referenced limited partnership

R. Jeffrey Bixler, by signing his name hereto, does hereby sign this document individually and on behalf of each of the above-named officers and/or directors of the Group 9 Co-Registrant pursuant to powers of attorney duly executed by such persons.


		By:		/s/ R. Jeffrey Bixler

				R. Jeffrey Bixler, Individually and as Attorney-
				in-fact of the Group 9 Co-Registrant

S-17

Group 10 Co-Registrant

Pursuant to the requirements of the Securities Act of 1933, as amended, the Group 10 Co-Registrant listed below has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Toledo, State of Ohio, on July 30, 2003.


BOOTH LIMITED PARTNERSHIP

By:	/s/ R. Jeffrey Bixler

	Name:	R. Jeffrey Bixler
	Title:	Attorney-in-fact of the above-
		referenced Group 10 Co-Registrant

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities indicated on July 30, 2003.

SIGNATURE TITLE

* Chairman, President & Chief Executive Officer

(Principal Executive Officer)

Paul A. Ormond

* Executive Vice President, Chief Financial

Officer & Assistant Secretary

Geoffrey G. Meyers (Principal Financial Officer)

* Vice President, Controller, Assistant Treasurer

& Assistant Secretary

Spencer C. Moler (Principal Accounting Officer)

* Vice President, General Counsel, Secretary and

Sole Director of Jacksonville Healthcare Corporation,

R. Jeffrey Bixler General Partner of the above-referenced limited partnership

R. Jeffrey Bixler, by signing his name hereto, does hereby sign this document individually and on behalf of each of the above-named officers and/or directors of the Group 10 Co-Registrant pursuant to powers of attorney duly executed by such persons.


		By:		/s/ R. Jeffrey Bixler

				R. Jeffrey Bixler, Individually and as Attorney-
				in-fact of the Group 10 Co-Registrant

S-18

Group 11 Co-Registrant

Pursuant to the requirements of the Securities Act of 1933, as amended, the Group 11 Co-Registrant listed below has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Toledo, State of Ohio, on July 30, 2003.


COLEWOOD LIMITED PARTNERSHIP

By:	/s/ R. Jeffrey Bixler

	Name:	R. Jeffrey Bixler
	Title:	Attorney-in-fact of the above-
		referenced Group 11 Co-Registrant

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities indicated on July 30, 2003.

SIGNATURE TITLE

* Chairman, President & Chief Executive Officer

(Principal Executive Officer)

Paul A. Ormond

* Executive Vice President, Chief Financial

Officer & Assistant Secretary

Geoffrey G. Meyers (Principal Financial and Accounting Officer)

* Vice President, Controller, Assistant Treasurer

& Assistant Secretary

Spencer C. Moler (Principal Accounting Officer)

* Vice President, General Counsel, Secretary and

Sole Director of American Hospital Building

R. Jeffrey Bixler Corporation, General Partner of the above-referenced
limited partnership

R. Jeffrey Bixler, by signing his name hereto, does hereby sign this document individually and on behalf of each of the above-named officers and/or directors of the Group 11 Co-Registrant pursuant to powers of attorney duly executed by such persons.


		By:		/s/ R. Jeffrey Bixler

				R. Jeffrey Bixler, Individually and as Attorney-
				in-fact of the Group 11 Co-Registrant

S-19

Exhibit Index


Exhibit
Number		Description

4.1		Indenture, dated as of April 15, 2003, among Manor Care, Inc., the subsidiary guarantors as named therein and National City Bank, as trustee

4.2		Form of 2.125% Convertible Senior Note due 2023 (included in Exhibit 4.1)

4.3		Registration Rights Agreement, dated as of April 15, 2003, among Manor Care, Inc, the guarantors as named therein and J.P. Morgan Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated and UBS Warburg LLC

5.1		Opinion of Latham & Watkins LLP

5.2		Opinion of R. Jeffrey Bixler

8.1		Opinion re Tax Matters

12.1		Statement re Computation of Ratios

23.1		Consent of Ernst & Young LLP

23.2		Consent of Latham & Watkins LLP (included in Exhibit 5.1)

23.3		Consent of R. Jeffrey Bixler (included in Exhibit 5.2)

24.1		Power of Attorney of the Company

24.2		Power of Attorney of the Guarantors

25.1		Statement of Eligibility of Trustee on Form T-1

EX-4.1 3 c78302exv4w1.txt INDENTURE, DATED AS OF APRIL 15, 2003 Exhibit 4.1 MANOR CARE, INC., THE SUBSIDIARY GUARANTORS PARTIES HERETO, AND NATIONAL CITY BANK, AS TRUSTEE 2.125% Convertible Senior Notes due 2023 INDENTURE Dated as of April 15, 2003 TABLE OF CONTENTS
PAGE ---- ARTICLE I DEFINITIONS AND INCORPORATION BY REFERENCE SECTION 1.1. Definitions..................................................................... 1 SECTION 1.2. Other Definitions............................................................... 11 SECTION 1.3. Incorporation by Reference of Trust Indenture Act............................... 12 SECTION 1.4. Rules of Construction........................................................... 12 ARTICLE II THE SECURITIES SECTION 2.1. Title and Terms................................................................. 13 SECTION 2.2. Form of Securities.............................................................. 14 SECTION 2.3. Legends......................................................................... 15 SECTION 2.4. Execution and Authentication.................................................... 19 SECTION 2.5. Registrar and Paying Agent...................................................... 20 SECTION 2.6. Paying Agent To Hold Money in Trust............................................. 21 SECTION 2.7. Securityholder Lists............................................................ 22 SECTION 2.8. General Provisions Relating to Transfer and Exchange............................ 22 SECTION 2.9. Book-Entry Provisions for the Global Securities................................. 23 SECTION 2.10. Special Transfer Provisions..................................................... 24 SECTION 2.11. Mutilated, Destroyed, Lost or Stolen Securities................................. 26 SECTION 2.12. Outstanding Securities.......................................................... 27 SECTION 2.13. Temporary Securities............................................................ 27 SECTION 2.14. Cancellation.................................................................... 28 SECTION 2.15. Payment of Interest; Defaulted Interest......................................... 28 SECTION 2.16. Computation of Interest......................................................... 29 SECTION 2.17. CUSIP and ISIN Numbers.......................................................... 29 ARTICLE III COVENANTS SECTION 3.1. Payment of Securities........................................................... 30 SECTION 3.2. Financial Statements............................................................ 30 SECTION 3.3. Future Subsidiary Guarantors; Release of Guarantees............................. 31 SECTION 3.4. Maintenance of Office or Agency................................................. 32 SECTION 3.5. Corporate Existence............................................................. 32 SECTION 3.6. Payment of Taxes and Other Claims............................................... 33 SECTION 3.7. Payments for Consent............................................................ 33 SECTION 3.8. Compliance Certificate.......................................................... 33 SECTION 3.9. Further Instruments and Acts.................................................... 33 SECTION 3.10. Statement by Officers as to Default............................................. 33 SECTION 3.11. Tax Treatment................................................................... 33 SECTION 3.12. Additional Amounts.............................................................. 34
i ARTICLE IV SUCCESSOR COMPANY SECTION 4.1. Consolidation, Merger and Sale of Assets........................................ 34 ARTICLE V REDEMPTION OF SECURITIES SECTION 5.1. Optional Redemption............................................................. 35 SECTION 5.2. Applicability of Article........................................................ 35 SECTION 5.3. Election to Redeem; Notice to Trustee........................................... 35 SECTION 5.4. Selection by Trustee of Securities to Be Redeemed............................... 35 SECTION 5.5. Notice of Redemption............................................................ 36 SECTION 5.6. Deposit of Redemption Price..................................................... 37 SECTION 5.7. Securities Payable on Redemption Date........................................... 37 SECTION 5.8. Securities Redeemed in Part..................................................... 38 ARTICLE VI DEFAULTS AND REMEDIES SECTION 6.1. Events of Default............................................................... 38 SECTION 6.2. Acceleration.................................................................... 40 SECTION 6.3. Other Remedies.................................................................. 40 SECTION 6.4. Waiver of Past Defaults......................................................... 40 SECTION 6.5. Control by Majority............................................................. 41 SECTION 6.6. Limitation on Suits............................................................. 41 SECTION 6.7. Rights of Holders to Receive Payment............................................ 42 SECTION 6.8. Collection Suit by Trustee...................................................... 42 SECTION 6.9. Trustee May File Proofs of Claim................................................ 42 SECTION 6.10. Priorities...................................................................... 42 SECTION 6.11. Undertaking for Costs........................................................... 42 ARTICLE VII TRUSTEE SECTION 7.1. Duties of Trustee............................................................... 43 SECTION 7.2. Rights of Trustee............................................................... 44 SECTION 7.3. Individual Rights of Trustee.................................................... 45 SECTION 7.4. Trustee's Disclaimer............................................................ 45 SECTION 7.5. Notice of Defaults.............................................................. 45 SECTION 7.6. Reports by Trustee to Holders................................................... 45 SECTION 7.7. Compensation and Indemnity...................................................... 46 SECTION 7.8. Replacement of Trustee.......................................................... 46 SECTION 7.9. Successor Trustee by Merger..................................................... 47 SECTION 7.10. Eligibility; Disqualification................................................... 48 SECTION 7.11. Preferential Collection of Claims Against Company............................... 48 SECTION 7.12. Trustee's Application for Instruction from the Company.......................... 48 ARTICLE VIII DISCHARGE OF INDENTURE SECTION 8.1. Discharge of Liability on Securities............................................ 48

ii SECTION 8.2. Reinstatement................................................................... 49 SECTION 8.3. Officers' Certificate; Opinion of Counsel....................................... 49 ARTICLE IX AMENDMENTS SECTION 9.1. Without Consent of Holders...................................................... 50 SECTION 9.2. With Consent of Holders......................................................... 50 SECTION 9.3. Compliance with Trust Indenture Act............................................. 52 SECTION 9.4. Revocation and Effect of Consents and Waivers................................... 52 SECTION 9.5. Notation on or Exchange of Securities........................................... 52 SECTION 9.6. Trustee To Sign Amendments...................................................... 52 ARTICLE X SUBSIDIARY GUARANTEE SECTION 10.1. Subsidiary Guarantee............................................................ 53 SECTION 10.2. Limitation on Liability; Termination, Release and Discharge Upon Merger or Consolidation; Termination on Conversion....................................... 54 SECTION 10.3. Right of Contribution........................................................... 55 SECTION 10.4. No Subrogation.................................................................. 56 ARTICLE XI PURCHASE AT OPTION OF HOLDER UPON A FUNDAMENTAL CHANGE; REPURCHASE AT THE OPTION OF HOLDERS SECTION 11.1. Purchase at the Option of the Holder Upon a Fundamental Change.................. 56 SECTION 11.2. Purchase of Securities at the Option of the Holder.............................. 59 SECTION 11.3. Further Conditions and Procedures for Purchase at the Option of the Holder Upon a Fundamental Change and Purchase of Securities at the Option of the Holder......................................................................... 61 ARTICLE XII CONVERSION SECTION 12.1. Conversion of Securities........................................................ 67 SECTION 12.2. Adjustments to Conversion Price................................................. 69 SECTION 12.3. Miscellaneous Provisions Relating to Conversion................................. 73 ARTICLE XIII MISCELLANEOUS SECTION 13.1. Trust Indenture Act Controls.................................................... 76 SECTION 13.2. Notices......................................................................... 77 SECTION 13.3. Communication by Holders with other Holders..................................... 77 SECTION 13.4. Certificate and Opinion as to Conditions Precedent.............................. 78 SECTION 13.5. Statements Required in Certificate or Opinion................................... 78 SECTION 13.6. When Securities Disregarded..................................................... 78 SECTION 13.7. Rules by Trustee, Paying Agent and Registrar.................................... 78 SECTION 13.8. Legal Holidays.................................................................. 79 SECTION 13.9. GOVERNING LAW................................................................... 79

iii SECTION 13.10 . No Recourse Against Others.................................................... 79 SECTION 13.11 . Successors.................................................................... 79 SECTION 13.12 . Multiple Originals............................................................ 79 SECTION 13.13 . Qualification of Indenture.................................................... 79 SECTION 13.14 . Table of Contents; Headings................................................... 79

iv EXHIBIT A Form of the Security EXHIBIT B Form of Indenture Supplement to Add Subsidiary Guarantors v CROSS-REFERENCE TABLE
TIA Indenture Section Section 310(a)(1) ........................................................... 7.10 (a)(2) ........................................................... 7.10 (a)(3) ........................................................... N.A. (a)(4) ........................................................... N.A. (a)(5) ........................................................... 7.10 (b) ........................................................... 7.8; 7.10 (c) ........................................................... N.A. 311(a) ........................................................... 7.11 (b) ........................................................... 7.11 (c) ........................................................... N.A. 312(a) ........................................................... 2.7 (b) ........................................................... 13.3 (c) ........................................................... 13.3 313(a) ........................................................... 7.6 (b)(1) ........................................................... N.A. (b)(2) ........................................................... 7.6 (c) ........................................................... 7.6 (d) ........................................................... 7.6 314(a) ........................................................... 3.2; 3.8, 13.5 (b) ........................................................... N.A. (c)(1) ........................................................... 13.4 (c)(2) ........................................................... 13.4 (c)(3) ........................................................... N.A. (d) ........................................................... N.A. (e) ........................................................... 13.5 315(a) ........................................................... 7.1 (b) ........................................................... 7.5; 13.2 (c) ........................................................... 7.1 (d) ........................................................... 7.1 (e) ........................................................... 6.11 316(a)(last sentence) ........................................................... 13.6 (a)(1)(A) ........................................................... 6.5 (a)(1)(B) ........................................................... 6.4 (a)(2) ........................................................... N.A. (b) ........................................................... 6.7 (c) ........................................................... 6.5 317(a)(1) ........................................................... 6.8 (a)(2) ........................................................... 6.9 (b) ........................................................... 2.6 318(a) ........................................................... 13.1
N.A. means Not Applicable. vi Note: This Cross-Reference Table shall not, for any purpose, be deemed to be part of this Indenture. vii INDENTURE dated as of April 15, 2003, among MANOR CARE, INC., a Delaware corporation (the "Company"), THE SUBSIDIARY GUARANTORS (as defined) and NATIONAL CITY BANK, a national banking association (the "Trustee"), as Trustee. Each party agrees as follows for the benefit of the other parties and for the equal and ratable benefit of the Holders of the Company's 2.125% Convertible Senior Notes due 2023 (the "Securities") on the date hereof and the guarantees thereof by certain of the Company's subsidiaries. ARTICLE I Definitions and Incorporation by Reference SECTION 1.1. Definitions. "2006 Notes" means MCA's $150.0 million principal amount of 7 1/2% Senior Notes due 2006. "2008 Notes" means the Company's $200.0 million principal amount of 8% Senior Notes due 2008. "2013 Notes" means the Company's $200.0 million principal amount of 6.25% Senior Notes due 2013. "Additional Amounts" means all amounts, if any, payable pursuant to Section 2 of the Registration Rights Agreement. "Affiliate" of any specified Person means any other Person directly or indirectly controlling, controlled by or under direct or indirect common control with such specified Person. For the purposes of this definition, "control" when used with respect to any specified Person means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise, and the terms "controlling" and "controlled" have meanings correlative to the foregoing; provided, however, that the existence of a management contract by the Company or an Affiliate of the Company to manage another entity shall not be deemed to be control. "Applicable Five Day Trading Period" means, with respect to any interest period in which Contingent Interest may be payable, the five Trading Days ending on the second Trading Day immediately preceding the first day of such interest period. "Attributable Debt" in respect of a Sale and Lease-Back Transaction means, as at the time of determination, the present value (discounted at the interest rate borne by the Securities, compounded semi-annually) of the total obligations of the lessee for rental payments during the remaining term of the lease included in such Sale and Lease-Back Transaction (including any period for which such lease has been extended). "Bankruptcy Law" means Title 11 of the United States Code or any similar federal or state law for the relief of debtors. 2 "Beneficial Owner" shall mean any person who is considered a beneficial owner of a security in accordance with Rule 13(d)(3) promulgated by the SEC under the Exchange Act. "Bid Agent" means a bid solicitation agent appointed by the Company to act in such capacity for the purposes of determining the Securities Price, provided that such agent shall not be the Company or an Affiliate of the Company. The Bid Agent appointed by the Company shall initially be the Trustee. "Board of Directors" means, as to any Person, the board of directors of such Person or any duly authorized committee thereof. "Business Day" means each day that is not a Saturday, Sunday or other day on which banking institutions in New York, New York and Cleveland, Ohio are authorized or required by law to close. "Capital Stock" of any Person means any and all shares, interests, rights to purchase, warrants, options, participations or other equivalents of or interests in (however designated) equity of such Person, including any Preferred Stock, but excluding any debt securities convertible into such equity. "Capitalized Lease Obligations" means an obligation that is required to be classified and accounted for as a capitalized lease for financial reporting purposes in accordance with GAAP, and the amount of Debt represented by such obligation will be the capitalized amount of such obligation at the time any determination thereof is to be made as determined in accordance with GAAP, and the Stated Maturity thereof will be the date of the last payment of rent or any other amount due under such lease prior to the first date such lease may be terminated without penalty. "Clearstream" means Clearstream Banking, societe anonyme, or any successor securities clearing agency. "Code" means the Internal Revenue Code of 1986, as amended. "Common Equity" of any Person means capital stock of such Person that is generally entitled to (1) vote in the election of directors of such Person or (2) if such Person is not a corporation, vote or otherwise participate in the selection of the governing body, partners, managers or others that will control the management or policies of such Person. "Common Stock" means the Company's Common Stock, par value $.01 per share. "Company Notice" has the meaning provided in Section 11.3(a). "Company" means Manor Care, Inc. or its successors and assigns. "Company Notice Date" has the meaning provided in Section 11.3(a). "Contingent Interest" has the meaning provided in Section 2.1(d). 3 "Continuing Director" means a director who either was a member of our board of directors on the date of the Offering Memorandum or who becomes a director of the Company subsequent to that date and whose election, appointment or nomination for election by our stockholders, is duly approved by a majority of the Continuing Directors on the Board of Directors of the Company at the time of such approval, either by a specific vote or by approval of the proxy statement issued by the Company on behalf of the entire Board of Directors of the Company in which such individual is named as nominee for director. "Conversion Agent" means the office or agency appointed by the Company where Securities may be presented for conversion. The Conversion Agent appointed by the Company shall initially be the Trustee "Conversion Date" has the meaning provided in Section 12.1(b). "Conversion Price" means the principal amount of Securities that can be exchanged for one share of Common Stock (initially $31.12), subject to adjustments set forth herein. "Conversion Rate" means the number of shares of Common Stock issuable in respect of $1,000 principal amount of Securities determined by dividing such principal amount by the then applicable Conversion Price. "Custodian" means any receiver, trustee, assignee, liquidator, custodian or similar official under any Bankruptcy Law. "Debt" means, with respect to any Person on any date of determination (without duplication): (1) the principal of and premium (if any) in respect of indebtedness of such Person for borrowed money; (2) the principal of and premium (if any) in respect of obligations of such Person evidenced by bonds, debentures, notes or other similar instruments; (3) the principal component of all obligations of such Person in respect of letters of credit, bankers' acceptances or other similar instruments (including reimbursement obligations with respect thereto except to the extent such reimbursement obligation relates to a trade payable and such obligation is satisfied within 30 days of Incurrence); (4) the principal component of all obligations of such Person to pay the deferred and unpaid purchase price of property (except trade payables), which purchase price is due more than six months after the date of placing such property in service or taking delivery and title thereto; (5) Capitalized Lease Obligations and all Attributable Debt of such Person; and 4 (6) the principal component of Debt of other Persons to the extent Guaranteed by such Person. The amount of Debt of any Person at any date will be the outstanding balance at such date of all unconditional obligations as described above and the maximum liability, upon the occurrence of the contingency giving rise to the obligation, of any contingent obligations at such date. "Default" means any event which is, or after notice or passage of time or both would be, an Event of Default. "Definitive Securities" means certificated Securities. "DTC" means The Depository Trust Company, its nominees and their respective successors and assigns, or such other depository institution hereinafter appointed by the Company. "Euroclear" means Euroclear Bank S.A./N.V. or any successor securities clearing agency. "Exchange Act" means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the SEC promulgated thereunder. "Fair Market Value" means the amount that a willing buyer would pay a willing seller in an arm's length transaction. "Fiscal Year" means the fiscal year of the Company ending on December 31 of each year. A "Fundamental Change" shall be deemed to have occurred at such time after the original issuance of the Securities as any of the following occurs: (1) any "person" or "group" within the meaning of Section 13(d) of the Exchange Act, other than the Company, any Subsidiary of the Company or any employee benefit plan of the Company or any such Subsidiary, files a Schedule TO or any other schedule, form or report under the Exchange Act disclosing that such person or group has become the direct or indirect ultimate Beneficial Owner of Common Equity of the Company representing more than 50% of the voting power of the Company's Common Equity; (2) consummation of any share exchange, consolidation or merger of the Company pursuant to which the Common Stock will be converted into cash, securities or other property or any sale, lease or other transfer (in one transaction or a series of transactions) of all or substantially all of the consolidated assets of the Company and its Subsidiaries, taken as a whole, to any Person other than one of the Company's Subsidiaries; provided, however, that a transaction where the holders of more than 50% of all classes of the Company's Common Equity immediately prior to such 5 transaction own, directly or indirectly, more than 50% of all classes of Common Equity of the continuing or surviving corporation or transferee immediately after such event shall not be a Fundamental Change; (3) Continuing Directors cease to constitute at least a majority of the Company's Board of Directors; (4) the stockholders of the Company approve any plan or proposal for the liquidation or dissolution of the Company; or (5) the Company's Common Stock ceases to be listed on a national securities exchange or quoted on the Nasdaq National Market or another established automated over-the-counter trading market in the United States; provided, however, that a Fundamental Change shall not be deemed to have occurred if either (I) the Sale Price per share of the Common Stock for any five Trading Days within the period of 10 consecutive Trading Days ending immediately before the later of the Fundamental Change or the announcement thereof shall equal or exceed 105% of the Conversion Price per share of Common Stock in effect on each of those Trading Days or (II) at least 90% of the consideration, excluding cash payments for fractional shares, in the transaction or transactions constituting the Fundamental Change consists of shares of common stock with full voting rights traded on a national securities exchange or quoted on the Nasdaq National Market or which shall be so traded or quoted when issued or exchanged in connection with such Fundamental Change (such securities being referred to as "Publicly Traded Securities") and as a result of such transaction or transactions such Securities become convertible into such Publicly Traded Securities (excluding cash payments for fractional shares). "Fundamental Change Purchase Date" has the meaning provided in Section 11.1. "Fundamental Change Purchase Notice" has the meaning provided in Section 11.1(b). "Fundamental Change Purchase Price" has the meaning provided in Section 11.1. "GAAP" means generally accepted accounting principles set forth in the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or in such other statements by such other entity as may be approved by a significant segment of the accounting profession as in effect from time to time. "Guarantee" means any obligation, contingent or otherwise, of any Person directly or indirectly guaranteeing any Debt of any other Person and any obligation, direct or indirect, contingent or otherwise, of such Person: (1) to purchase or pay (or advance or supply funds for the purchase or payment of) such Debt of such other Person (whether arising by virtue of partnership arrangements, or by agreement to keep-well, to purchase 6 assets, goods, securities or services, to take-or-pay, or to maintain financial statement conditions or otherwise); or (2) entered into for purposes of assuring in any other manner the obligee of such Debt of the payment thereof or to protect such obligee against loss in respect thereof (in whole or in part); provided, however, that the term "Guarantee" will not include endorsements for collection or deposit in the ordinary course of business. The term "Guarantee" used as a verb has a corresponding meaning. "Holder" or "Securityholder" means the Person in whose name a Security is registered in the Securities Register. "Incur" means issue, create, assume, Guarantee, incur or otherwise become liable for; and the terms "Incurred" and "Incurrence" have meanings correlative to the foregoing. "Indenture" means this Indenture, as amended or supplemented from time to time. "Initial Purchasers" means, collectively, J.P. Morgan Securities Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated and UBS Warburg LLC. "Issue Date" means April 15, 2003. "Legal Holiday" has the meaning ascribed to it in Section 13.8. "Market Price" means the average of the Sale Prices of the Common Stock for the 20 Trading Day period ending on the third Business Day prior to the applicable Purchase Date, Fundamental Change Purchase Date or date of determination (if the third Business Day prior to the applicable Purchase Date, Fundamental Change Purchase Date or date of determination is a Trading Day, or if not, then on the last Trading Day prior to such third Business Day), appropriately adjusted to take into account the occurrence, during the period commencing on the first of such Trading Days during such 20 Trading Day period and ending on such Purchase Date, Fundamental Change Purchase Date or date of determination, of any event requiring an adjustment of the Conversion Price under this Indenture. "MCA" means Manor Care of America, Inc., a Delaware corporation and a wholly-owned subsidiary of the Company, or any of its successors and assigns. "Moody's" means Moody's Investors Service, Inc., or, if Moody's Investors Service, Inc. shall cease rating debt securities having a maturity at original issuance of at least one year and such ratings business shall have been transferred to a successor Person, such successor Person; provided, however, that if there is no successor Person, then "Moody's" shall mean any other nationally recognized rating agency, other than S&P, that rates debt securities having a maturity at original issuance of at least one year and that shall have been designated by the Company. 7 "Non-Recourse Debt" means Debt or that portion of Debt (i) as to which neither the Company nor its Subsidiaries (other than a Non-Recourse Subsidiary) (A) provides credit support (including any undertaking, agreement or instrument which would constitute Debt), (B) is directly or indirectly liable or (C) constitute the lender and (ii) in respect of which a default (including any rights which the holders thereof may have to take enforcement action against a Non-Recourse Subsidiary) would not permit (upon notice, lapse of time or both) any holder of any other Debt of the Company or its Subsidiaries (including any Non-Recourse Subsidiary) to declare a default on such other Debt or cause a payment thereof to be accelerated or payable prior to its Stated Maturity. "Non-Recourse Subsidiary" means a Subsidiary which (i) has not acquired any assets (other than cash) directly or indirectly from the Company or any Subsidiary, (ii) only owns assets acquired after the Issue Date or assets acquired prior to the date such entity becomes a Subsidiary and (iii) has no Debt other than Non-Recourse Debt. "Obligations" has the meaning ascribed to it in Section 10.1. "Offering Memorandum" means the offering memorandum, dated April 10, 2003, relating to the offering by the Company of $90.0 million of the 2.125% Convertible Senior Notes due 2023 (which may be increased to $100.0 million principal amount of the Securities if the Initial Purchasers' option set forth in Section 2 of the Purchase Agreement to purchase additional Securities is exercised in full). "Officer" means the Chairman of the Board, the Chief Executive Officer, the President, the Chief Financial Officer, any Vice President, the Treasurer or the Secretary of the Company. The term Officer of any Subsidiary Guarantor has a correlative meaning. "Officers' Certificate" means a certificate signed by two Officers or attorneys-in-fact or by an Officer and either an Assistant Treasurer or an Assistant Secretary of the Company or the Subsidiary Guarantors, as applicable. "Opinion of Counsel" means a written opinion from legal counsel who is acceptable to the Trustee. The counsel may be an employee of or counsel to the Company or the Trustee. "Person" means any individual, corporation, partnership, joint venture, association, joint-stock company, trust, unincorporated organization, limited liability company, government or any agency or political subdivision hereof or any other entity. "Preferred Stock", as applied to the Capital Stock of any corporation, means Capital Stock of any class or classes (however designated) which is preferred as to the payment of dividends, or as to the distribution of assets upon any voluntary or involuntary liquidation or dissolution of such corporation, over shares of Capital Stock of any other class of such corporation. "Publicly Traded Securities" has the meaning provided in the definition of Fundamental Change in this Section 1.1. 8 "Purchase Date" has the meaning provided in Section 11.2(a). "Purchase Notice" has the meaning provided in Section 11.2(a)(1). "Purchase Price" has the meaning provided in paragraph 7 of the Securities. "QIB" means any "qualified institutional buyer" (as term is defined in Rule 144A). "Regular Record Date" for the interest on the Securities (including Contingent Interest, if any) and Additional Amounts, if any, means the April 1 (whether or not a Business Day) next preceding an interest payment date on April 15 and the October 1 (whether or not a Business Day) next preceding an interest payment date on October 15. "Redemption Date" means, with respect to any redemption of Securities, the date of redemption with respect thereto. "Registration Rights Agreement" means the Registration Rights Agreement dated as of the Issue Date among the Initial Purchasers, the Subsidiary Guarantors and the Company. "Regulation S" means Regulation S under the Securities Act. "Restricted Securities" has the meaning provided in Section 2.3(a). "Restricted Securities Legend" has the meaning provided in Section 2.3(a). "Rule 144A" means Rule 144A under the Securities Act. "S&P" means Standard & Poor's Ratings Service, a division of The McGraw-Hill Companies, Inc., or, if Standard & Poor's Ratings Service shall cease rating debt securities having a maturity at original issuance of at least one year and such ratings business shall have been transferred to a successor Person, such successor Person; provided, however, that if there is no successor Person, then "S&P" shall mean any other nationally recognized rating agency, other than Moody's, that rates debt securities having a maturity at original issuance of at least one year and that shall have been designated by the Company. "Sale and Lease-Back Transaction" means any arrangement with any Person providing for the leasing by the Company or its Subsidiaries of any property or assets (other than any such arrangement involving (i) a lease for a term, including renewal rights, of not more than 36 months, (ii) a lease of property within 18 months from the acquisition or, in the case of the construction, alteration or improvement of property, the later of the completion of the construction, alteration or improvement of such property or the commencement of commercial operation of the property, or (iii) leases between or among the Company and a Subsidiary or Subsidiaries), which property or asset has been or is to be sold or transferred by the Company or a Subsidiary to such Person. "Sale Price" of the Common Stock on any date means the closing sale price per share (or, if no closing sale price is reported, the average of the bid and ask prices or, if more 9 than one in either case, the average of the average bid and average ask prices) on such date as reported in the composite transactions for the principal U.S. securities exchange on which the Common Stock is traded or, if the Common Stock is not listed on a U.S. national or regional securities exchange, as reported by the Nasdaq National Market. If the Common Stock is not listed for trading on a U.S. national or regional securities exchange and not reported by the National Association of Securities Dealers Automated Quotation System on the relevant date, the Sale Price shall be the last quoted bid price for the Common Stock in the over-the-counter market on the relevant date as reported by the National Quotation Bureau or similar organization. If the Common Stock is not so quoted, the Sale Price shall be the average of the mid-point of the last bid and ask prices for the Common Stock on the relevant date from each of at least three nationally recognized independent investment banking firms selected by the Company for this purpose. "SEC" means the United States Securities and Exchange Commission. "Securities" has the meaning ascribed to it in the second introductory paragraph of this Indenture. "Securities Act" means the Securities Act of 1933 (15 U.S.C. Sections 77a - 77aa), as amended, and the rules and regulations of the SEC promulgated thereunder. "Securities Custodian" means the custodian with respect to the Global Security (as appointed by DTC), or any successor Person thereto and shall initially be the Trustee. "Securities Price" means, as of any date of determination, the average of the secondary market bid quotations per $1,000 principal amount of Securities obtained by the Bid Agent for $10,000,000 of Securities at approximately 4:00 p.m. (New York City time) on such determination date from three unaffiliated recognized securities dealers in The City of New York (none of which shall be an Affiliate of the Company) selected by the Company; provided, however, if (a) at least three such bids are not obtained by the Bid Agent or (b) in the Company's reasonable judgment, the bid quotations are not indicative of the secondary market value of the Securities as of such determination date, then the Securities Price for such determination date shall equal (i) the Conversion Rate in effect as of such determination date multiplied by (ii) the average Sale Price for the five trading days ending on such determination date, appropriately adjusted to take into account the occurrence, during the period commencing on the first of such trading days during such five trading day period and ending on such determination date, of any event described in Section 12.2. "Securities Register" means the register of Securities, maintained by the Registrar, pursuant to Section 2.5. "Senior Credit Agreement" means, with respect to the Company, one or more debt facilities (including, without limitation, (i) the Credit Agreement, dated as of September 25, 1998, among the Company, MCA, Bank of America, N.A., as Administrative Agent, and the lenders parties thereto from time to time, as amended by the First Amendment to the Five Year 10 Credit Agreement, dated as of February 9, 2000, and by the Second Amendment to the Five Year Credit Agreement, dated as of September 22, 2000, and as may be further amended from time to time and (ii) the proposed three-year senior revolving credit facility which may be among the Company, Bank of America, N.A., as Administrative Agent, JPMorgan Chase Bank, as Syndication Agent, and the lenders parties thereto from time to time, as may be amended or modified from time to time) or commercial paper facilities with banks or other institutional lenders providing for revolving credit loans, term loans or letters of credit, in each case, as amended, restated, modified, renewed, refunded, replaced or refinanced in whole or in part from time to time (and whether or not with the original administrative agent and lenders or another administrative agent or agents or other lenders and whether provided under the original Credit Agreement or any other credit or other agreement or indenture). "Shelf Registration Statement" shall have the meaning contemplated by and in accordance with the terms of the Registration Rights Agreement. "Significant Subsidiary" means any Subsidiary that would be a "Significant Subsidiary" of the Company within the meaning of Rule 1-02 under Regulation S-X promulgated by the SEC. "Stated Maturity" means, with respect to any security, the date specified in such security as the fixed date on which the payment of principal of such security is due and payable, including pursuant to any mandatory redemption provision, but shall not include any contingent obligations to repay, redeem or repurchase any such principal prior to the date originally scheduled for the payment thereof. "Subsidiary" of the Company means (i) a corporation a majority of whose Capital Stock with voting power, under ordinary circumstances, to elect directors is at the time, directly or indirectly, owned by the Company, by the Company and one or more Subsidiaries of the Company or by one or more Subsidiaries of the Company or (ii) any other Person (other than a corporation) in which the Company, one or more Subsidiaries of the Company or the Company and one or more Subsidiaries of the Company, directly or indirectly, at the date of determination thereof, has greater than a 50% ownership interest. "Subsidiary Guarantee" means, individually, any Guarantee of payment of the Securities by a Subsidiary Guarantor pursuant to the terms of this Indenture and any supplemental indenture hereto (including pursuant to Exhibit B), and, collectively, all such Guarantees. Each such Subsidiary Guarantee will be in the form prescribed by this Indenture. "Subsidiary Guarantor" means MCA and each Subsidiary of the Company (other than a Subsidiary that does not guarantee obligations under the Senior Credit Agreement, the 2006 Notes, the 2008 Notes or the 2013 Notes) in existence on the Issue Date and, any Subsidiary that is required to Guarantee the Securities under the terms of this Indenture. "TIA" or "Trust Indenture Act" means the Trust Indenture Act of 1939 (15 U.S.C. Sections 77aaa-77bbbb), as in effect on the date of this Indenture. "Trading Day" means a day on which the Company's Common Stock (a) is not suspended from trading on any national or regional securities exchange or association or over- 11 the-counter market at the close of business and (b) has traded at least once on the national or regional securities exchange or association or over- the-counter market that is the primary market for the trading of the Company's Common Stock. "Trustee" means the party named as such in this Indenture until a successor replaces it and, thereafter, means the successor. "Trust Officer" shall mean, when used with respect to the Trustee, any officer within the corporate trust department of the Trustee, including any vice president, assistant vice president, assistant secretary, assistant treasurer, trust officer or any other officer of the Trustee who customarily performs functions similar to those performed by the Persons who at the time shall be such officers, respectively, or to whom any corporate trust matter is referred because of such person's knowledge of and familiarity with the particular subject and who shall have direct responsibility for the administration of this Indenture. SECTION 1.2. Other Definitions.
Defined in Term Section ---- ---------- "Agent" 3.4 "Agent Member" 2.9 "Authenticating Agent" 2.4 "Certificate of Destruction" 2.14 "Company Order" 2.4 "cross acceleration provision" 6.1 "Defaulted Interest" 2.15 "Determination Date" 12.2 "Event of Default" 6.1 "Expiration Time" 12.2 "Global Securities" 2.2 "Global Security Legend" 2.3 "judgment default provision" 6.1 "Paying Agent" 2.5 "Payment Default" 6.1 "Purchased Shares" 12.2 "Registrar" 2.5 "Special Interest Payment Date" 2.15 "Special Record Date" 2.15 "Successor Company" 4.1 "tendered shares" 12.2 "tender offer" 12.2 "Trigger Event" 12.2 "Triggering Distribution" 12.2
12 SECTION 1.3. Incorporation by Reference of Trust Indenture Act. This Indenture is subject to the mandatory provisions of the TIA which are incorporated by reference in and made a part of this Indenture. The following TIA terms have the following meanings: "Commission" means the SEC. "indenture securities" means the Securities. "indenture security holder" means a Securityholder. "indenture to be qualified" means this Indenture. "indenture trustee" or "institutional trustee" means the Trustee. "obligor" on the indenture securities means the Company and any other obligor on the indenture securities. All other TIA terms used in this Indenture that are defined by the TIA, defined in the TIA by reference to another statute or defined by SEC rule have the meanings assigned to them by such definitions. SECTION 1.4. Rules of Construction. Unless the context otherwise requires: (1) a term has the meaning assigned to it; (2) an accounting term not otherwise defined has the meaning assigned to it in accordance with GAAP; (3) "or" is not exclusive; (4) "including" means including without limitation; (5) words in the singular include the plural and words in the plural include the singular; (6) the principal amount of any noninterest bearing or other discount security at any date shall be the principal amount thereof that would be shown on a balance sheet of the issuer dated such date prepared in accordance with GAAP; and (7) the principal amount of any Preferred Stock shall be (i) the maximum liquidation value of such Preferred Stock or (ii) the maximum mandatory redemption or mandatory repurchase price with respect to such Preferred Stock, whichever is greater. 13 ARTICLE II The Securities SECTION 2.1. Title and Terms. (a) The Securities shall be known and designated as the "2.125% Convertible Senior Notes due 2023" of the Company. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is limited to $90.0 million (or up to $100.0 million if the Initial Purchasers' option set forth in Section 2 of the Purchase Agreement is exercised), except for Securities authenticated and delivered upon registration of, transfer of, or in exchange for, or in lieu of other Securities pursuant to Section 2.8, 2.9, 2.10, 2.11, 2.13, 9.5, 5.8, 11.3 or 12.1. The Securities shall be issuable in denominations of $1,000 or integral multiples thereof. (b) The Securities shall mature on April 15, 2023. (c) Interest shall accrue from and including April 15, 2003 until the principal thereof is paid or made available for payment. Interest shall be payable semi-annually in arrears on April 15 and October 15 in each year, commencing October 15, 2003. (d) In addition, contingent interest, if any ("Contingent Interest"), will accrue on each Security during any six-month period from April 15 to October 14 and from October 15 to April 14, as appropriate, commencing with the six-month period beginning April 15, 2010, if the average Securities Price for the Applicable Five Trading Day Period with respect to such interest period equals 120% or more of $1,000 principal amount of Securities. The amount of Contingent Interest payable per $1,000 principal amount of Securities in respect of any interest period shall equal 0.25% of the average Securities Price for the Applicable Five Day Trading Period with respect to such interest period. Contingent Interest, if any, will accrue from April 15 or October 15, as applicable, and will be payable on the next succeeding October 15 or April 15 interest payment date, as the case may be. Contingent Interest will be paid to the person in whose name a Security is registered at the close of business on April 1 or October 1, as the case may be, immediately preceding the relevant interest payment date on which Contingent Interest is payable. All payments of Contingent Interest shall be made in cash. Upon determination that Holders will be entitled to receive Contingent Interest during an interest period, on or prior to the first day of such interest period, the Company shall issue a press release through Dow Jones & Company, Inc. or Bloomberg Business News containing such information with respect to the payment of Contingent Interest or publish such information on its web site or through such other public medium as the Company may use at that time. (e) Except as provided in the last sentence of this Section 2.1(e), a Holder of any Security at the close of business on a Regular Record Date shall be entitled to receive interest (including Contingent Interest, if any) and Additional Amounts, if any, on such Security on the corresponding interest payment date. Holders of Securities at the close of business on a Regular Record Date will receive payment of interest (including any Contingent Interest) payable on the corresponding interest payment date notwithstanding the conversion of such Securities at any time after the close of business on such Regular Record Date. Securities 14 surrendered for conversion during the period from the close of business on any Regular Record Date to the opening of business on the corresponding interest payment date (except for Securities in respect of which a Redemption Date has been declared that falls within this period or on such interest payment date) must be accompanied by payment of an amount equal to the interest (including any Contingent Interest) that the Holder is to receive on the Securities. If the Company is required to pay any Contingent Interest, Securities surrendered for conversion during the period from the close of business on the Regular Record Date for such Contingent Interest to the opening of business on the interest payment date for such Contingent Interest (except for Securities in respect of which a Redemption Date has been declared that falls within this period or on such interest payment date for such Contingent Interest) must be accompanied by payment of an amount equal to such Contingent Interest that the Holder is to receive. Except where Securities surrendered for conversion must be accompanied by payment as described above, no interest or Contingent Interest on converted Securities will be payable by the Company on any interest payment date subsequent to the date of conversion. Notwithstanding the foregoing, a Holder shall be entitled to receive accrued and unpaid interest, including any Contingent Interest and any Additional Amounts in respect of a Security if the Company calls such Security for redemption and such Holder converts its Security prior to the Redemption Date. (f) Principal of and interest (including Contingent Interest, if any) and Additional Amounts, if any, on, Global Securities shall be payable to DTC in immediately available funds. (g) Principal on Definitive Securities shall be payable in immediately available funds or, at the option of the Company, at the office or agency of the Company maintained for such purpose, initially the Corporate Trust Office of the Trustee. Interest (including Contingent Interest, if any) and Additional Amounts, if any, on Definitive Securities will be payable (i) to Holders having an aggregate principal amount of $5,000,000 or less, by check mailed to the Holders of these Securities and (ii) to Holders having an aggregate principal amount of more than $5,000,000, either by check mailed to each Holder or, upon application by a Holder to the Registrar not later than the relevant Record Date, by wire transfer in immediately available funds to that Holder's account within the United States, which application shall remain in effect until the Holder notifies, in writing, the Registrar to the contrary. (h) The Securities shall be redeemable at the option of the Company as provided in Article V. (i) The Securities shall be repurchaseable by the Company at the option of Holders as provided in Article XI. (j) The Securities shall be convertible at the option of the Holders as provided in Article XII. (k) The Securities shall be jointly and severally guaranteed by the Guarantors as provided in Article X. SECTION 2.2. Form of Securities. 15 (a) Except as otherwise provided pursuant to this Section 2.2, the Securities are issuable in fully registered form without coupons in substantially the form of Exhibit A hereto, with such applicable legends as are provided for in Section 2.3. The Securities are not issuable in bearer form. The terms and provisions contained in the form of Security shall constitute, and are hereby expressly made, a part of this Indenture and to the extent applicable, the Company and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. Any of the Securities may have such letters, numbers or other marks of identification and such notations, legends and endorsements as the officers executing the same may approve (execution thereof to be conclusive evidence of such approval) and as are not inconsistent with the provisions of this Indenture, or as may be required to comply with any law or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities exchange or automated quotation system on which the Securities may be listed or designated for issuance, or to conform to usage. (b) The Securities are being offered and sold by the Company pursuant to the Purchase Agreement. Securities offered and sold to QIBs in accordance with Rule 144A, as provided in the Purchase Agreement, shall be issued initially in the form of one or more permanent global Securities in fully registered form without interest coupons, substantially in the form of Exhibit A hereto, with the applicable legends as provided in Section 2.3 (each a "Global Security" and collectively the "Global Securities"). Each Global Security shall be duly executed by the Company and authenticated and delivered by the Trustee, and shall be registered in the name of DTC or its nominee and retained by the Trustee, as Custodian, at its Corporate Trust Office, for credit to the accounts of the Agent Members holding the Securities evidenced thereby. The aggregate principal amount of the Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as Custodian, and of DTC or its nominee, as hereinafter provided. (c) Definitive Securities may be exchanged for interests in Global Securities pursuant to Section 2.9. SECTION 2.3. Legends. (a) Restricted Securities Legends. Each Security issued hereunder shall, upon issuance, bear the legend set forth in Section 2.3(a)(1), and each Common Stock certificate representing shares of the Common Stock issued upon conversion of any Security issued hereunder, shall, upon issuance, bear the legend set forth in Section 2.3(a)(2) (each such legend, a "Restricted Securities Legend"), and such legend shall not be removed except as provided in Section 2.3(a)(3). Each Security that bears or is required to bear the Restricted Securities Legend set forth in Section 2.3(a)(1) (together with each Common Stock certificate representing shares of the Common Stock issued upon conversion of such Security that bears or is required to bear the Restricted Securities Legend set forth in Section 2.3(a)(2), collectively, the "Restricted Securities") shall be subject to the restrictions on transfer set forth in this Section 2.3(a) (including the Restricted Securities Legend set forth below), and the Holder of each such Restricted Security, by such Holder's acceptance thereof, shall be deemed to have agreed to be bound by all such restrictions on transfer. 16 As used in Section 2.3(a), the term "transfer" encompasses any sale, pledge, transfer or other disposition whatsoever of any Restricted Security. (1) Restricted Securities Legend for Securities. Except as provided in Section 2.3(a)(3), any certificate evidencing such Security (and all Securities issued in exchange therefor or substitution thereof, other than stock certificates representing shares of the Common Stock, if any, issued upon conversion thereof which shall bear the legend set forth in Section 2.3(a)(2), if applicable) shall bear a Restricted Securities Legend in substantially the following form: "THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT AS SET FORTH IN THE FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF, THE HOLDER REPRESENTS (1) THAT IT IS A "QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A ADOPTED UNDER THE SECURITIES ACT); (2) AGREES THAT IT WILL NOT WITHIN TWO YEARS AFTER THE ORIGINAL ISSUANCE OF THIS SECURITY RESELL OR OTHERWISE TRANSFER THE SECURITY EVIDENCED HEREBY OR THE COMMON STOCK ISSUABLE UPON CONVERSION OF SUCH SECURITY, EXCEPT (A) TO THE ISSUER; (B) UNDER A REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT; (C) TO A PERSON THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER THAT IS PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF ANOTHER QUALIFIED INSTITUTIONAL BUYER AND TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, ALL IN COMPLIANCE WITH RULE 144A (IF AVAILABLE); (D) THROUGH OFFERS AND SALES THAT OCCUR OUTSIDE THE UNITED STATES IN COMPLIANCE WITH REGULATION S UNDER THE SECURITIES ACT; OR (E) UNDER ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT; AND (3) AGREES THAT IT WILL, PRIOR TO ANY TRANSFER OF THIS SECURITY WITHIN THE LATER OF (X) TWO YEARS AFTER THE ORIGINAL ISSUANCE OF THIS SECURITY AND (Y) THREE MONTHS AFTER IT CEASES TO BE AN AFFILIATE (WITHIN THE MEANING OF RULE 144 ADOPTED UNDER THE SECURITIES ACT) OF THE ISSUER, FURNISH TO THE TRUSTEE AND THE ISSUER SUCH CERTIFICATIONS, LEGAL OPINIONS OR OTHER INFORMATION AS MAY BE REQUIRED PURSUANT TO THE INDENTURE TO CONFIRM THAT SUCH TRANSFER IS BEING MADE PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. AS USED HEREIN, THE TERM "UNITED STATES" HAS THE MEANING GIVEN TO IT BY REGULATION S UNDER THE SECURITIES ACT." (2) Restricted Securities Legend for the Common Stock Issued Upon Conversion of the Securities. Each stock certificate representing Common Stock issued upon conversion of the Securities will bear the following legend (unless such Common Stock has been sold pursuant to 17 Rule 144 or pursuant to a registration statement that has been declared effective under the Securities Act): "THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT AS SET FORTH IN THE FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF, THE HOLDER (1) REPRESENTS THAT IT IS A "QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A ADOPTED UNDER THE SECURITIES ACT); (2) AGREES THAT IT WILL NOT WITHIN TWO YEARS AFTER THE ORIGINAL ISSUANCE OF THIS SECURITY RESELL OR OTHERWISE TRANSFER THE SECURITY EVIDENCED HEREBY, EXCEPT (A) TO THE ISSUER; (B) UNDER A REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT; (C) TO A PERSON THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER THAT IS PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF ANOTHER QUALIFIED INSTITUTIONAL BUYER AND TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, ALL IN COMPLIANCE WITH RULE 144A (IF AVAILABLE); (D) THROUGH OFFERS AND SALES THAT OCCUR OUTSIDE THE UNITED STATES IN COMPLIANCE WITH REGULATION S UNDER THE SECURITIES ACT; OR (E) UNDER ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT; AND (3) AGREES THAT IT WILL, PRIOR TO ANY TRANSFER OF THIS SECURITY WITHIN THE LATER OF (X) TWO YEARS AFTER THE ORIGINAL ISSUANCE OF THIS SECURITY AND (Y) THREE MONTHS AFTER IT CEASES TO BE AN AFFILIATE (WITHIN THE MEANING OF RULE 144 ADOPTED UNDER THE SECURITIES ACT) OF THE ISSUER, FURNISH TO THE TRANSFER AGENT AND THE ISSUER SUCH CERTIFICATIONS, LEGAL OPINIONS OR OTHER INFORMATION AS MAY BE REQUIRED TO CONFIRM THAT SUCH TRANSFER IS BEING MADE PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. AS USED HEREIN, THE TERM "UNITED STATES" HAS THE MEANING GIVEN TO IT BY REGULATION S UNDER THE SECURITIES ACT." (3) Removal of the Restricted Securities Legends. Each Security and each Common Stock certificate representing shares of the Common Stock issued upon conversion of any Security (other than a Common Stock certificate representing shares of the Common Stock issued upon conversion of a Security that previously has been sold pursuant to a registration statement that has been declared effective under the Securities Act and which continues to be effective at the time of such sale) shall bear the applicable Restricted Securities Legend set forth in Section 2.3(a)(1) or 2.3(a)(2), as the case may be, until the earlier of: (i) the date which is the later of two years after the original issuance date of such Security and three months after a Holder ceased to be an affiliate of the Company; 18 (ii) and the date such Security has, or such shares of the Common Stock have been sold pursuant to a registration statement that has been declared effective under the Securities Act (and which continues to be effective at the time of such sale). The Holder must give notice thereof to the Trustee and any transfer agent for the Common Stock, as applicable. Notwithstanding the foregoing, the Restricted Securities Legend may be removed from any Security or any Common Stock certificate representing shares of the Common Stock issued upon conversion of any Security if there is delivered to the Company such satisfactory evidence, which may include an opinion of independent counsel, as may be reasonably required by the Company, that neither such legend nor the restrictions on transfer set forth therein are required to ensure that transfers of such Security or shares of the Common Stock issued upon conversion of Securities, as the case may be, will not violate the registration requirements of the Securities Act or the qualification requirements under any state securities laws. Upon provision of such satisfactory evidence, at the written direction of the Company, (i) in the case of a Security, the Trustee shall authenticate and deliver in exchange for such Security another Security or Securities having an equal aggregate principal amount that does not bear such legend or (ii) in the case of a Common Stock certificate representing shares of the Common Stock, the transfer agent for the Common Stock shall authenticate and deliver in exchange for the Common Stock certificate or certificates representing such shares of Common Stock bearing such legend, one or more new Common Stock certificates representing a like aggregate number of shares of Common Stock that do not bear such legend. If the Restricted Securities Legend has been removed from a Security or Common Stock certificates representing shares of the Common Stock issued upon conversion of any Security as provided above, no other Security issued in exchange for all or any part of such Security or Common Stock certificates representing shares of the Common Stock issued upon conversion of such Security shall bear such legend, unless the Company has reasonable cause to believe that such other Security is a "restricted security" (or such shares of Common Stock are "restricted securities") within the meaning of Rule 144 and instructs the Trustee in writing to cause a Restricted Securities Legend to appear thereon. Any Security (or Security issued in exchange or substitution therefor) as to which such restrictions on transfer shall have expired in accordance with their terms or as to which the conditions for removal of the Restricted Securities Legend set forth in Section 2.3(a)(1) as set forth therein have been satisfied may, upon surrender of such Security for exchange to the Registrar in accordance with the provisions of Section 2.8, be exchanged for a new Security or Securities, of like tenor and aggregate principal amount, which shall not bear the Restricted Securities Legend required by Section 2.3(a)(1). Any Common Stock certificate representing shares of the Common Stock issued upon conversion of any Security as to which such restrictions on transfer shall have expired in accordance with their terms or as to which the conditions for removal of the Restricted Securities Legend set forth in Section 2.3(a)(2) as set forth therein have been satisfied may, upon surrender of the Common Stock certificates representing such shares of Common Stock for exchange in accordance with the procedures of the transfer agent for the Common Stock, be exchanged for a new Common Stock certificate or certificates representing a like aggregate number of shares of 19 Common Stock, which shall not bear the Restricted Securities Legend required by Section 2.3(a)(2). (4) Global Security Legend Each Global Security shall also bear the following legend (the "Global Security Legend") on the face thereof: "UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), NEW YORK, NEW YORK, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED TO ON THE REVERSE HEREOF." (5) Legend for Definitive Securities Definitive Securities, in addition to the legend set forth in Section 2.3(a)(1), will also bear a legend substantially in the following form: "THIS SECURITY WILL NOT BE ACCEPTED IN EXCHANGE FOR A BENEFICIAL INTEREST IN A GLOBAL SECURITY UNLESS THE HOLDER OF THIS SECURITY, SUBSEQUENT TO SUCH EXCHANGE, WILL HOLD NO SECURITIES." SECTION 2.4. Execution and Authentication. One Officer shall sign the Securities for the Company by manual or facsimile signature. If an Officer whose signature is on a Security no longer holds that office at the time the Trustee authenticates the Security, the Security shall be valid nevertheless. A Security shall not be valid until an authorized signatory of the Trustee manually authenticates the Security. The signature of the Trustee on a Security shall be conclusive evidence that such Security has been duly and validly authenticated and issued under this Indenture. A Security shall be dated the date of its authentication. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities executed by the Company to the Trustee for 20 authentication, together with a written order of the Company signed by two Officers or by an Officer and either an Assistant Treasurer or an Assistant Secretary of the Company (the "Company Order") for the authentication and delivery of such Securities, and the Trustee in accordance with such Company Order shall authenticate and deliver such Securities as in this Indenture provided and not otherwise. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is limited to $90.0 million (or up to $100.0 million if the Initial Purchasers' option set forth in Section 2 of the Purchase Agreement to purchase additional Securities is exercised in full) outstanding, except for Securities authenticated and delivered upon registration or transfer of, or in exchange for, or in lieu of, other Securities of the same class pursuant to Section 2.8, 2.9, 2.10, 2.11, 2.13, 9.5, 5.8, 11.3 or 12.1. All Securities issued on the Issue Date shall be identical in all respects other than issue dates, the date from which interest accrues and any changes relating thereto. Notwithstanding anything to the contrary contained in this Indenture, all Securities issued under this Indenture shall vote and consent together on all matters as one class and no series of Securities will have the right to vote or consent as a separate class on any matter. The Trustee may appoint an agent (the "Authenticating Agent") reasonably acceptable to the Company to authenticate the Securities. Any such instrument shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to the Company. Unless limited by the terms of such appointment, any such Authenticating Agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by the Authenticating Agent. An Authenticating Agent has the same rights as any Registrar, Paying Agent or agent for service of notices and demands. In case the Company or any Subsidiary Guarantor, pursuant to Article IV or Section 10.2, shall be consolidated or merged with or into any other Person or shall convey, transfer, lease or otherwise dispose of its properties and assets substantially as an entirety to any Person, and the successor Person resulting from such consolidation, or surviving such merger, or into which the Company or any Subsidiary Guarantor shall have been merged, or the Person which shall have received a conveyance, transfer, lease or other disposition as aforesaid, shall have executed an indenture supplemental hereto with the Trustee pursuant to Article IV, any of the Securities authenticated or delivered prior to such consolidation, merger, conveyance, transfer, lease or other disposition may, from time to time, at the request of the successor Person, be exchanged for other Securities executed in the name of the successor Person with such changes in phraseology and form as may be appropriate, but otherwise in substance of like tenor as the Securities surrendered for such exchange and of like principal amount; and the Trustee, upon Company Order of the successor Person, shall authenticate and deliver Securities as specified in such order for the purpose of such exchange. If Securities shall at any time be authenticated and delivered in any new name of a successor Person pursuant to this Section 2.4 in exchange or substitution for or upon registration of transfer of any Securities, such successor Person, at the option of the Holders but without expense to them, shall provide for the exchange of all Securities at the time outstanding for Securities authenticated and delivered in such new name. SECTION 2.5. Registrar and Paying Agent. The Company shall maintain an office or agency where Securities may be presented for registration of transfer or for exchange 21 (the "Registrar") and an office or agency where Securities may be presented for payment (the "Paying Agent"). The Company shall cause each of the Registrar and the Paying Agent to maintain an office or agency in the Borough of Manhattan, The City of New York. The Registrar shall keep a register of the Securities and of their transfer and exchange (the "Securities Register"). The Company may have one or more co-registrars and one or more additional paying agents. The term "Paying Agent" includes any additional paying agent and the term "Registrar" includes any co-registrar. The Company shall enter into an appropriate agency agreement with any Registrar, Paying Agent or co-registrar not a party to this Indenture, which shall incorporate the terms of the TIA. The agreement shall implement the provisions of this Indenture that relate to such agent. The Company shall notify the Trustee of the name and address of each such agent. If the Company fails to maintain a Registrar or Paying Agent, the Trustee shall act as such and shall be entitled to appropriate compensation therefor pursuant to Section 7.7. The Company or any of its domestically organized, wholly owned Subsidiaries may act as Paying Agent, Registrar, co-registrar or transfer agent. The Company initially appoints the Trustee as Registrar and Paying Agent for the Securities. The Company may remove any Registrar or Paying Agent upon written notice to such Registrar or Paying Agent and to the Trustee; provided, however, that no such removal shall become effective until (i) acceptance of any appointment by a successor as evidenced by an appropriate agreement entered into by the Company and such successor Registrar or Paying Agent, as the case may be, and delivered to the Trustee or (ii) notification to the Trustee that the Trustee shall serve as Registrar or Paying Agent until the appointment of a successor in accordance with clause (i) above. The Registrar or Paying Agent may resign at any time upon written notice to the Company and the Trustee. SECTION 2.6. Paying Agent To Hold Money in Trust. By no later than 10:00 a.m. (New York City time) on the date on which any principal of or interest (including any Contingent Interest) and Additional Amounts, if any, on any Security is due and payable, the Company shall deposit with the Paying Agent a sum sufficient in immediately available funds to pay such principal or interest (including any Contingent Interest) and Additional Amounts, if any, when due. The Company shall require each Paying Agent (other than the Trustee) to agree in writing that such Paying Agent shall hold in trust for the benefit of Securityholders or the Trustee all money held by such Paying Agent for the payment of principal of or interest (including any Contingent Interest) and Additional Amounts, if any, on the Securities and shall notify the Trustee in writing of any default by the Company or any Subsidiary Guarantor in making any such payment. If the Company or a Subsidiary acts as Paying Agent, it shall segregate the money held by it as Paying Agent and hold it as a separate trust fund. The Company at any time may require a Paying Agent (other than the Trustee) to pay all money held by it to the Trustee and to account for any funds disbursed by such Paying Agent. Upon complying with this Section, the Paying Agent (if other than the Company or a Subsidiary) shall have no further liability for the money delivered to the Trustee. Upon any bankruptcy, reorganization or similar proceeding with respect to the Company, the Trustee shall serve as Paying Agent for the Securities. 22 SECTION 2.7. Securityholder Lists. The Trustee shall preserve in as current a form as is reasonably practicable the most recent list available to it of the names and addresses of Securityholders and shall otherwise comply with TIA Section 312(a). If the Trustee is not the Registrar, or to the extent otherwise required under the TIA, the Company, on its own behalf and on behalf of each of the Subsidiary Guarantors, shall furnish or cause the Registrar to furnish to the Trustee, in writing at least seven Business Days before each interest payment date and at such other times as the Trustee may request in writing, a list in such form and as of such date as the Trustee may reasonably require of the names and addresses of Securityholders and the Company shall otherwise comply with TIA Section 312(a). SECTION 2.8. General Provisions Relating to Transfer and Exchange. The Securities are issuable only in registered form. A Holder may transfer a Security only by written application to the Registrar stating the name of the proposed transferee and otherwise complying with the terms of this Indenture. No such transfer shall be effected until, and such transferee shall succeed to the rights of a Holder only upon, final acceptance and registration of the transfer by the Registrar in the Securities Register. Furthermore, any Holder of a Global Security shall, by acceptance of such Global Security, agree that transfers of beneficial interests in such Global Security may be effected only through a book-entry system maintained by the Holder of such Global Security (or its agent) and that ownership of a beneficial interest in the Global Security shall be required to be reflected in a book-entry. When Securities are presented to the Registrar with a request to register the transfer or to exchange them for an equal aggregate principal amount of Securities of other authorized denominations, the Registrar shall register the transfer or make the exchange as requested if its requirements for such transactions are met (including that such Securities are duly endorsed or accompanied by a written instrument of transfer duly executed by the Holder thereof or by an attorney who is authorized in writing to act on behalf of the Holder). Subject to Section 2.4, to permit registrations of transfers and exchanges, the Company shall execute and the Trustee shall authenticate Securities at the Registrar's request. No service charge shall be made for any registration of transfer or exchange or redemption of the Securities, but the Company may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or other similar governmental charge payable upon exchanges in connection with which a Security is issued to a Person other than the Holder submitting the Security for exchange. Neither the Company nor the Registrar shall be required to exchange or register a transfer of any Securities: (a) for a period of 15 days prior to the making of a Notice of Redemption of Securities selected for redemption under Article V; (b) so selected for redemption or, if a portion of any Security is selected for redemption, the portion thereof selected for redemption; or (c) surrendered for conversion or, if a portion of any Security is surrendered for conversion, the portion thereof surrendered for conversion. 23 Each Holder of a Security agrees to indemnify the Company and the Trustee against any liability that may result from the transfer, exchange or assignment of such Holder's Security in violation of any provision of this Indenture and/or applicable United States federal or state securities law. The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Security (including any transfers between beneficial owners of any Global Security) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. SECTION 2.9. Book-Entry Provisions for the Global Securities. (a) The Global Securities initially shall: (i) be registered in the name of DTC (or a nominee thereof); (ii) be delivered to the Trustee as custodian for DTC; (iii) bear the Restricted Securities Legend set forth in Section 2.3(a)(1); and (iv) the Global Security Legend set forth in Section 2.3(b). Members of, or participants in, DTC ("Agent Members") shall have no rights under this Indenture with respect to any Global Security held on their behalf by DTC, or the Trustee as its custodian, or under such Global Security, and DTC may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner of such Global Security for all purposes whatsoever. Notwithstanding the foregoing, nothing contained herein shall prevent the Company, the Trustee or any agent of the Company or Trustee from giving effect to any written certification, proxy or other authorization furnished by DTC or impair, as between DTC and the Agent Members, the operation of customary practices governing the exercise of the rights of a Holder of any Security. With respect to any Global Security deposited on behalf of the subscribers for the Securities represented thereby with the Trustee as custodian for DTC for credit to their respective accounts (or to such other accounts as they may direct) at Euroclear or Clearstream, the provisions of the "Operating Procedures of the Euroclear System" and the "Terms and Conditions Governing Use of Euroclear" and the "Management Regulations" and "Instructions to Participants" of Clearstream, respectively, shall be applicable to the Global Securities. (b) The Holder of a Global Security may grant proxies and otherwise authorize any Person, including Agent Members and Persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the Securities. (c) A Global Security may not be transferred, in whole or in part, to any Person other than the Depositary (or a nominee thereof), and no such transfer to any such other 24 Person may be registered. Beneficial interests in a Global Security may be transferred in accordance with the rules and procedures of the Depositary and the provisions of Section 2.10. (d) If at any time: (i) DTC notifies the Company in writing that it is unwilling or unable to continue to act as Depositary for the Global Securities and a successor depositary for the Global Securities is not appointed by the Company within 90 days of such notice; (ii) DTC ceases to be registered as a "clearing agency" under the Exchange Act and a successor depositary for the Global Securities is not appointed by the Company within 90 days of such cessation; (iii) the Company, at its option, notifies the Trustee in writing that it elects to cause the issuance of the Definitive Securities under this Indenture in exchange for all or any part of the Securities represented by a Global Security or Global Securities; or (iv) an Event of Default has occurred and is continuing and the Registrar has received a request from DTC for the issuance of Definitive Securities in exchange for such Global Security or Global Securities; DTC shall surrender such Global Security or Global Securities to the Trustee for cancellation and the Company shall execute, and the Trustee, upon receipt of an Officers' Certificate and Company Order for the authentication and delivery of Securities, shall authenticate and deliver in exchange for such Global Security or Global Securities, Definitive Securities in an aggregate principal amount equal to the aggregate principal amount of such Global Security or Global Securities. Such Definitive Securities shall be registered in such names as the Depositary shall identify in writing as the beneficial owners of the Securities represented by such Global Security or Global Securities (or any nominee thereof). (e) Notwithstanding the foregoing, in connection with any transfer of beneficial interests in a Global Security to the beneficial owners thereof pursuant to Section 2.9(d), the Registrar shall reflect on its books and records the date and a decrease in the principal amount of such Global Security in an amount equal to the principal amount of the beneficial interests in such Global Security to be transferred. SECTION 2.10. Special Transfer Provisions. Unless a Security is (i) transferred after the time period referred to in Rule 144(k) under the Securities Act or (ii) sold pursuant to a registration statement that has been declared effective under the Securities Act (and which continues to be effective at the time of such sale), the following provisions shall apply to any sale, pledge or other transfer of Securities: (a) Transfer of Securities to a QIB The following provisions shall apply with respect to the registration of any proposed transfer of Securities to a QIB: 25 (1) If the Securities to be transferred consist of a beneficial interest in the Global Securities, the transfer of such interest may be effected only through the book-entry systems maintained by DTC and, to the extent applicable, Euroclear and Clearstream. (2) If the Securities to be transferred consist of Definitive Securities, the Registrar shall register the transfer if such transfer is being made by a proposed transferor who has checked the box provided for on the form of Security stating (or has otherwise advised the Company and the Registrar in writing) that the sale has been made in compliance with the provisions of Rule 144A to a transferee who has signed a certification stating or has otherwise advised the Company and the Registrar in writing that: (A) it is purchasing the Securities for its own account or an account with respect to which it exercises sole investment discretion, in each case for investment and not with a view to distribution; (B) it and any such account is a QIB within the meaning of Rule 144A; (C) it is aware that the sale to it is being made in reliance on Rule 144A; (D) it acknowledges that it has received such information regarding the Company as it has requested pursuant to Rule 144A or has determined not to request such information; and (E) it is aware that the transferor is relying upon its foregoing representations in order to claim the exemption from registration provided by Rule 144A. In addition, the Registrar shall reflect on its books and records the date and an increase in the principal amount of the Global Securities in an amount equal to the aggregate principal amount of the Definitive Securities to be transferred, and the Trustee shall cancel the Definitive Securities so transferred. (b) Other Exchanges. In the event that Global Securities are exchanged for Securities in definitive registered form pursuant to Section 2.9 prior to the effectiveness of a Shelf Registration Statement with respect to such Securities, such Securities may be exchanged only in accordance with the provisions of clause (a) above (including the certification requirements intended to ensure that such transfers comply with Rule 144A) and such other procedures as may from time to time be adopted by the Company. (c) General. By its acceptance of any Security bearing the Restricted Securities Legend, each Holder of such a Security acknowledges the restrictions on transfer of such Security set forth in 26 this Indenture and agrees that it will transfer such Security only as provided in this Indenture. The Registrar shall not register a transfer of any Security unless such transfer complies with the restrictions on transfer of such Security set forth in this Indenture. The Registrar shall be entitled to receive and rely on written instructions from the Company verifying that such transfer complies with such restrictions on transfer. In connection with any transfer of Securities, each Holder agrees by its acceptance of the Securities to furnish the Registrar or the Company such certifications, legal opinions or other information as either of them may reasonably require to confirm that such transfer is being made pursuant to an exemption from, or a transaction not subject to, the registration requirements of the Securities Act; provided that the Registrar shall not be required to determine (but may rely on a determination made by the Company with respect to) the sufficiency of any such certifications, legal opinions or other information. The Registrar shall retain copies of all certifications, letters, notices and other written communications received pursuant to Section 2.9 hereof or this Section 2.10. The Company shall have the right to inspect and make copies of all such letters, notices or other written communications at any reasonable time upon the giving of reasonable written notice to the Registrar. SECTION 2.11. Mutilated, Destroyed, Lost or Stolen Securities. If a mutilated Security is surrendered to the Registrar or if the Holder of a Security claims that the Security has been lost, destroyed or wrongfully taken, the Company shall issue and the Trustee shall authenticate a replacement Security if the requirements of Section 8-405 of the Uniform Commercial Code are met, such that the Securityholder (a) satisfies the Company or the Trustee within a reasonable time after such Securityholder has notice of such loss, destruction or wrongful taking and the Registrar has not registered a transfer prior to receiving such notification, (b) makes such request to the Company or Trustee prior to the Security being acquired by a protected purchaser as defined in Section 8-303 of the Uniform Commercial Code (a "protected purchaser") and (c) satisfies any other reasonable requirements of the Trustee. If required by the Trustee or the Company, such Holder shall furnish an indemnity bond sufficient in the judgment of the Company and the Trustee to protect the Company, the Trustee, the Paying Agent and the Registrar from any loss which any of them may suffer if a Security is replaced, and, in the absence of notice to the Company, any Subsidiary Guarantor or the Trustee that such Security has been acquired by a bona fide purchaser, the Company shall execute and upon Company Order the Trustee shall authenticate and make available for delivery, in exchange for any such mutilated Security or in lieu of any such destroyed, lost or stolen Security, a new Security of like tenor and principal amount, bearing a number not contemporaneously outstanding. In case any such mutilated, destroyed, lost or stolen Security has become or is about to become due and payable, the Company in its discretion may, instead of issuing a new Security, pay such Security. Upon the issuance of any new Security under this Section, the Company may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee) in connection therewith. 27 Every new Security issued pursuant to this Section in lieu of any mutilated, destroyed, lost or stolen Security shall constitute an original additional contractual obligation of the Company, any Subsidiary Guarantor (if applicable) and any other obligor upon the Securities, whether or not the mutilated, destroyed, lost or stolen Security shall be at any time enforceable by anyone, and shall be entitled to all benefits of this Indenture equally and proportionately with any and all other Securities duly issued hereunder. The provisions of this Section are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities. SECTION 2.12. Outstanding Securities. Securities outstanding at any time are all Securities authenticated by the Trustee except for those cancelled by it, those delivered to it for cancellation and those described in this Section as not outstanding. A Security does not cease to be outstanding in the event the Company or a Subsidiary of the Company holds the Security, provided, however, that (i) for purposes of determining which are outstanding for consent or voting purposes hereunder, the provisions of Section 13.6 shall apply and (ii) in determining whether the Trustee shall be protected in making a determination whether the Holders of the requisite principal amount of outstanding Securities are present at a meeting of Holders of Securities for quorum purposes or have consented to or voted in favor of any request, demand, authorization, direction, notice, consent, waiver, amendment or modification hereunder, or relying upon any such quorum, consent or vote, only Securities which a Trust Officer of the Trustee actually knows to be held by the Company or an Affiliate of the Company shall not be considered outstanding. If a Security is replaced pursuant to Section 2.11, it ceases to be outstanding unless the Trustee and the Company receive proof satisfactory to them that the replaced Security is held by a bona fide purchaser. If the Paying Agent segregates and holds in trust, in accordance with this Indenture, on a Redemption Date or maturity date money sufficient to pay all principal and interest payable on that date with respect to the Securities (or portions thereof) to be redeemed or maturing, as the case may be, and the Paying Agent is not prohibited from paying such money to the Securityholders on that date pursuant to the terms of this Indenture, then on and after that date such Securities (or portions thereof) cease to be outstanding and interest on them ceases to accrue. SECTION 2.13. Temporary Securities. In the event that Definitive Securities are to be issued under the terms of this Indenture, until such Definitive Securities are ready for delivery, the Company may prepare and the Trustee shall authenticate temporary Securities. Temporary Securities shall be substantially in the form of Definitive Securities but may have variations that the Company considers appropriate for temporary Securities. Without unreasonable delay, the Company shall prepare and the Trustee shall authenticate Definitive Securities. After the preparation of Definitive Securities, the temporary Securities shall be exchangeable for Definitive Securities upon surrender of the temporary Securities at any office or agency maintained by the Company for that purpose and such exchange shall be without charge to the Holder. Upon surrender for cancellation of any one or more temporary Securities, 28 the Company shall execute, and the Trustee shall authenticate and make available for delivery in exchange therefor, one or more Definitive Securities representing an equal principal amount of Securities. Until so exchanged, the Holder of temporary Securities shall in all respects be entitled to the same benefits under this Indenture as a Holder of Definitive Securities. SECTION 2.14. Cancellation. The Company at any time may deliver Securities to the Trustee for cancellation. The Registrar and the Paying Agent shall forward to the Trustee any Securities surrendered to them for registration of transfer, exchange or payment. The Trustee and no one else shall cancel all Securities surrendered for registration of transfer, exchange, payment or cancellation and destroy such Securities in accordance with its internal policies and customary procedures including delivery of a certificate (a "Certificate of Destruction") describing such Securities disposed (subject to the record retention requirements of the Exchange Act) or deliver canceled Securities to the Company pursuant to written direction by an Officer. The Company may not issue new Securities to replace Securities it has paid or delivered to the Trustee for cancellation for any reason other than in connection with a transfer or exchange. At such time as all beneficial interests in a Global Security have either been exchanged for Definitive Securities, transferred, redeemed, repurchased or canceled, such Global Security shall be returned by DTC to the Trustee for cancellation or retained and canceled by the Trustee. At any time prior to such cancellation, if any beneficial interest in a Global Security is exchanged for Definitive Securities, transferred in exchange for an interest in another Global Security, redeemed, repurchased or canceled, the principal amount of Securities represented by such Global Security shall be reduced and an adjustment shall be made on the books and records of the Trustee (if it is then the Securities Custodian for such Global Security) with respect to such Global Security, by the Trustee or the Securities Custodian, to reflect such reduction. SECTION 2.15. Payment of Interest; Defaulted Interest. Interest (including any Contingent Interest) on any Security which is payable, and is punctually paid or duly provided for, on any interest payment date shall be paid to the Person in whose name such Security (or one or more predecessor Securities) is registered at the close of business on the regular record date for such payment at the office or agency of the Company maintained for such purpose pursuant to Section 2.5. Any interest (including any Contingent Interest) on any Security which is payable, but is not paid when the same becomes due and payable and such nonpayment continues for a period of 30 days shall forthwith cease to be payable to the Holder on the Regular Record Date, and such defaulted interest and (to the extent lawful) interest on such defaulted interest (including any Contingent Interest) at the rate borne by the Securities (such defaulted interest (including any Contingent Interest) and interest thereon herein collectively called "Defaulted Interest") shall be paid by the Company, at its election in each case, as provided in clause (a) or (b) below: (a) The Company may elect to make payment of any Defaulted Interest to the Persons in whose names the Securities (or their respective predecessor Securities) are registered at the close of business on a Special Record Date (as defined below) for the payment of such Defaulted Interest, which shall be fixed in the following manner. The Company shall notify the 29 Trustee in writing of the amount of Defaulted Interest proposed to be paid on each Security and the date (not less than 30 days after such notice) of the proposed payment (the "Special Interest Payment Date"), and at the same time the Company shall deposit with the Trustee an amount of money equal to the aggregate amount proposed to be paid in respect of such Defaulted Interest or shall make arrangements satisfactory to the Trustee for such deposit prior to the date of the proposed payment, such money when deposited to be held in trust for the benefit of the Persons entitled to such Defaulted Interest as in this clause provided. Thereupon the Trustee shall fix a record date (the "Special Record Date") for the payment of such Defaulted Interest which shall be not more than 15 days and not less than 10 days prior to the Special Interest Payment Date and not less than 10 days after the receipt by the Trustee of the notice of the proposed payment. The Trustee shall promptly notify the Company of such Special Record Date, and in the name and at the expense of the Company, shall cause notice of the proposed payment of such Defaulted Interest and the Special Record Date and Special Interest Payment Date therefor to be given in the manner provided for in Section 13.2, not less than 10 days prior to such Special Record Date. Notice of the proposed payment of such Defaulted Interest and the Special Record Date and Special Interest Payment Date therefor having been so given, such Defaulted Interest shall be paid on the Special Interest Payment Date to the Persons in whose names the Securities (or their respective predecessor Securities) are registered at the close of business on such Special Record Date and shall no longer be payable pursuant to the following clause (b). (b) The Company may make payment of any Defaulted Interest in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Securities may be listed, and upon such notice as may be required by such exchange, if, after notice given by the Company to the Trustee of the proposed payment pursuant to this clause, such manner of payment shall be deemed practicable by the Trustee. Subject to the foregoing provisions of this Section, each Security delivered under this Indenture upon registration of, transfer of or in exchange for or in lieu of any other Security shall carry the rights to interest (including any Contingent Interest) accrued and unpaid, and to accrue, which were carried by such other Security. SECTION 2.16. Computation of Interest. Interest (including any Contingent Interest) on the Securities shall be computed on the basis of a 360-day year of twelve 30-day months. SECTION 2.17. CUSIP and ISIN Numbers. The Company in issuing the Securities may use "CUSIP" and "ISIN" numbers (if then generally in use) and, if so, the Trustee shall use "CUSIP" and "ISIN" numbers in notices of redemption as a convenience to Holders; provided, however, that any such notice may state that no representation is made as to the correctness of such numbers either as printed on the Securities or as contained in any notice of a redemption and that reliance may be placed only on the other identification numbers printed on the Securities, and any such redemption shall not be affected by any defect in or omission of such CUSIP or ISIN numbers. The Company shall promptly notify the Trustee of any change in the CUSIP and ISIN numbers. 30 ARTICLE III Covenants SECTION 3.1. Payment of Securities. The Company shall promptly pay the principal of and interest (including any Contingent Interest) and Additional Amounts, if any, on the Securities on the dates and in the manner provided in the Securities and in this Indenture. Principal and interest (including any Contingent Interest) and Additional Amounts, if any, shall be considered paid on the date due if on such date the Trustee or the Paying Agent holds in accordance with this Indenture immediately available funds sufficient to pay all principal and interest (including any Contingent Interest) and Additional Amounts, if any, then due and the Trustee or the Paying Agent, as the case may be, is not prohibited from paying such money to the Securityholders on that date pursuant to the terms of this Indenture. The Company shall pay interest on overdue principal at the rate specified therefor in the Securities, and it shall pay interest on overdue installments of interest at the same rate to the extent lawful. Notwithstanding anything to the contrary contained in this Indenture, the Company may, to the extent it is required to do so by law, deduct or withhold income or other similar taxes imposed by the United States of America from principal or interest (including any Contingent Interest) and Additional Amounts, if any, payments hereunder SECTION 3.2. Financial Statements. In the event and for so long as the Company is not subject to Section 13 or 15(d) of the Exchange Act, it shall file with the Trustee and mail to each Holder at such Holder's registered address the following: (a) within 120 days after the end of each fiscal year, its consolidated balance sheets as of the close of such fiscal year and the preceding fiscal year and related consolidated statements of income and shareholders' equity and cash flows, showing the financial condition of the Company and its consolidated Subsidiaries as of the close of such fiscal year and the two preceding fiscal years, all audited by an independent public accounting firm of recognized national standing and accompanied by an opinion of such accounting firm to the effect that such financial statements fairly present the financial condition and results of operations of the Company and its consolidated Subsidiaries in accordance with GAAP consistently applied, except as disclosed in the notes thereto. Such balance sheets and related statements shall be substantially comparable in detail to the audited balance sheets and related statements included in the Company's Offering Memorandum and shall be accompanied by a "Management's Discussion and Analysis of Financial Condition and Results of Operations" ("MD&A") substantially comparable in detail to the MD&A included in the Offering Memorandum with respect to the Company's fiscal years ended December 31, 2000, 2001 and 2002; and (b) within 60 days after the end of each of the first three fiscal quarters of each fiscal year, its consolidated balance sheets and related consolidated statements of income and cash flows, stating the financial condition of the Company and its consolidated Subsidiaries as of the close of such fiscal quarter and as of the end of the preceding fiscal year (and the corresponding quarter in the preceding fiscal year) and the then-elapsed portion of such fiscal 31 year (and the corresponding period in the preceding fiscal year). Such balance sheets and related statements shall be prepared in accordance with GAAP consistently applied except as disclosed in the notes thereto and shall be accompanied by an MD&A substantially comparable in detail to the MD&A included in the Offering Memorandum. (c) The Company shall deliver to the Holder, upon request of such Holder, as many copies of the foregoing as may be reasonably requested by such Holder. SECTION 3.3. Future Subsidiary Guarantors; Release of Guarantees. After the Issue Date, the Company will cause (i) each Subsidiary (other than a Subsidiary that does not guarantee obligations under the Senior Credit Agreement, the 2006 Notes, the 2008 Notes and the 2013 Notes) created or acquired by the Company or one or more of its Subsidiaries to execute and deliver to the Trustee a Subsidiary Guarantee pursuant to which such Subsidiary Guarantor will unconditionally Guarantee, on a joint and several basis, the full and prompt payment of the principal of and interest (including any Contingent Interest) and Additional Amounts, if any, on the Securities on a senior basis; provided that (A) a Subsidiary Guarantee from any Subsidiary (other than MCA so long as all or any portion of the 2006 Notes shall remain outstanding) shall be released upon the release of such Subsidiary from any liability under (x) the indentures relating to the 2006 Notes, the 2008 Notes, the 2013 Notes or any related guarantee or similar obligation and (y) any Senior Credit Agreement and any guarantee or similar obligation in respect thereof and (B) MCA shall be released from its obligations under its Subsidiary Guarantee upon the repayment in full of the 2006 Notes (so long as no default or event of default shall have occurred as a consequence thereof) and the release of MCA from any liability under the indentures relating to the 2008 Notes and the 2013 Notes and any obligation it may have in respect of the Senior Credit Agreement and any guarantee or similar obligation in respect thereof; provided that such release of a Subsidiary Guarantor shall not occur in the event such Subsidiary Guarantor is required to deliver a Subsidiary Guarantee in accordance with the paragraph below and then such Subsidiary Guarantee shall only be released in accordance with the paragraph below. Upon notice by the Company to the Trustee of the occurrence of the events described in either of the two preceding sentences, the Trustee shall execute any documents reasonably required in order to evidence the release of any Subsidiary Guarantor from its obligations under the Subsidiary Guarantee. The Company will not permit any Subsidiary to Guarantee the payment of any Debt of the Company unless (i) such Subsidiary simultaneously executes and delivers a supplemental indenture to the Indenture providing for a Guarantee of payment of the Securities by such Subsidiary; (ii) such Subsidiary waives and will not in any manner whatsoever claim or take the benefit or advantage of, any rights of reimbursement, indemnity or subrogation or any other rights against the Company or any Subsidiary as a result of any payment by such Subsidiary under its Subsidiary Guarantee; and (iii) such Subsidiary shall deliver to the Trustee an Opinion of Counsel to the effect that (A) the supplemental indenture has been duly executed and authorized and (B) the supplemental indenture constitutes a valid, binding and enforceable obligation of such Subsidiary, except insofar as enforcement thereof may be limited by bankruptcy, insolvency or similar laws (including, without limitation, all laws relating to fraudulent transfers) and except insofar as enforcement thereof is subject to general principles of equity; provided that such Subsidiary Guarantee shall be released upon the release of such Subsidiary from liability in respect of Guarantees of Debt of the Company; and, provided, 32 further, that any release of a Subsidiary Guarantee under the preceding proviso will not impair the rights of the Holders to receive Subsidiary Guarantees of the Securities in accordance with this paragraph in the event future Debt of the Company is Guaranteed by such Subsidiary. SECTION 3.4. Maintenance of Office or Agency. The Company will maintain in The City of New York, an office or agency where the Securities may be presented or surrendered for payment, where, if applicable, the Securities may be surrendered for registration of transfer or exchange and where notices and demands to or upon the Company in respect of the Securities and this Indenture may be served. The agency of National City Bank (the "Agent") currently located at National City Bank c/o The Depository Trust Company, Transfer Agent Drop Service, 55 Water Street, Jeanette Park Entrance, New York, New York 10041 in the City of New York shall be such office or agency of the Company, unless the Company shall designate and maintain some other office or agency for one or more of such purposes. The Company will give prompt written notice to the Trustee of any change in the location of any such office or agency. If at any time the Company shall fail to maintain any such required office or agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Agent of the Trustee, and the Company hereby appoints the Trustee as its agent to receive all such presentations, surrenders, notices and demands. The Company may also from time to time designate one or more other offices or agencies (in or outside of The City of New York) where the Securities may be presented or surrendered for any or all such purposes and may from time to time rescind any such designation; provided, however, that no such designation or rescission shall in any manner relieve the Company of its obligation to maintain an office or agency in The City of New York for such purposes. The Company will give prompt written notice to the Trustee of any such designation or rescission and any change in the location of any such other office or agency. SECTION 3.5. Corporate Existence. Except as otherwise provided in Article IV and Sections 4.1 and 10.2(b), the Company will do or cause to be done all things necessary to preserve and keep in full force and effect its corporate existence and the corporate, partnership, limited liability company or other existence of each Significant Subsidiary or the respective corporate, partnership, limited liability company or other existences of each member of any group of Subsidiaries that taken together would constitute a Significant Subsidiary of the Company and the rights (charter and statutory) licenses and franchises of the Company and each Significant Subsidiary or each member of any group of Subsidiaries that taken together would constitute a Significant Subsidiary of the Company; provided, however, that the Company shall not be required to preserve any such right, license or franchise or the corporate, partnership, limited liability company or other existence of any Significant Subsidiary or the respective corporate, partnership, limited liability company or other existences of each member of any group of Subsidiaries that taken together would constitute a Significant Subsidiary of the Company, if the Board of Directors of the Company shall determine that the preservation thereof is no longer desirable in the conduct of the business of the Company and each of its Subsidiaries, taken as a whole, and that the loss thereof is not, and will not be, disadvantageous in any material respect to the Holders; provided, further, that the Company shall not be required to preserve any such right, license or franchise or the corporate, partnership, limited liability company or other existence of a Subsidiary that is neither a Significant Subsidiary nor a member of any group of Subsidiaries that taken together would constitute a Significant Subsidiary of the Company. 33 SECTION 3.6. Payment of Taxes and Other Claims. The Company will pay or discharge or cause to be paid or discharged, before the same shall become delinquent, (i) all material taxes, assessments and governmental charges levied or imposed upon the Company or any Subsidiary or upon the income, profits or property of the Company or any Subsidiary and (ii) all lawful claims for labor, materials and supplies, which, if unpaid, might by law become a material liability or lien upon the property of the Company or any Subsidiary; provided, however, that the Company shall not be required to pay or discharge or cause to be paid or discharged any such tax, assessment, charge or claim whose amount, applicability or validity is being contested in good faith by appropriate proceedings and for which appropriate reserves, if necessary (in the good faith judgment of management of the Company), are being maintained in accordance with GAAP or where the failure to effect such payment will not be disadvantageous to the Holders. SECTION 3.7. Payments for Consent. Neither the Company nor any of its Subsidiaries will, directly or indirectly, pay or cause to be paid any consideration, whether by way of interest, fees or otherwise, to any Holder of any Securities for or as an inducement to any consent, waiver or amendment of any of the terms or provisions of this Indenture or the Securities unless such consideration is offered to be paid or is paid to all Holders of the Securities that consent, waive or agree to amend in the time frame set forth in the solicitation documents relating to such consent, waiver or amendment. SECTION 3.8. Compliance Certificate. The Company shall deliver to the Trustee within 120 days after the end of each Fiscal Year of the Company an Officers' Certificate stating that in the course of the performance by the signers of their duties as Officers of the Company they would normally have knowledge of any Default or Event of Default and whether or not the signers know of any Default or Event of Default that occurred during such period. If they do, the certificate shall describe the Default or Event of Default, its status and the action the Company is taking or proposes to take with respect thereto. The Company also shall comply with TIA Section 314(a)(4). SECTION 3.9. Further Instruments and Acts. Upon request of the Trustee, the Company will execute and deliver such further instruments and do such further acts as may be reasonably necessary or proper to carry out more effectively the purpose of this Indenture. SECTION 3.10. Statement by Officers as to Default. The Company shall deliver to the Trustee, as soon as possible and in any event within 30 days after the Company becomes aware of the occurrence of any Event of Default or an event which, with notice or the lapse of time or both, would constitute an Event of Default, an Officers' Certificate setting forth the details of such Event of Default or default, its status and the action which the Company proposes to take with respect thereto. SECTION 3.11. Tax Treatment. The Company agrees, and by acceptance of beneficial ownership interest in the Securities each beneficial holder of Securities will be deemed to have agreed, for United States federal income tax purposes (1) to treat the Securities as indebtedness that is subject to Treas. Reg. Sec. 1.1275-4 (the "Contingent Payment Regulations") and, for purposes of the Contingent Payment Regulations, to treat the fair market value of any stock beneficially received by a beneficial holder upon any conversion of the 34 Securities as a contingent payment and (2) to be bound by the Company's determination of the "comparable yield" and "projected payment schedule," within the meaning of the Contingent Payment Regulations, with respect to the Securities. A Holder of Securities may obtain the issue price, the amount of original issue discount, issue date, yield to maturity, comparable yield and projected payment schedule by submitting a written request for such information to the Company at the following address: Manor Care, Inc., 333 North Summit Street, 16th Floor, Toledo, Ohio 43699-0086, Attention: Geoffrey G. Meyers, Chief Financial Officer. SECTION 3.12. Additional Amounts. If Additional Amounts are payable by the Company pursuant to the Registration Rights Agreement, the Company shall deliver to the Trustee an Officers' Certificate to that effect stating (i) the amount of such Additional Amounts that are payable and (ii) the date on which such Additional Amounts are payable. Unless and until a Responsible Officer of the Trustee receives such a certificate, the Trustee may assume without inquiry that no Additional Amounts are payable. If the Company has paid Additional Amounts directly to the persons entitled to them, the Company shall deliver to the Trustee an Officers' Certificate setting forth the particulars of such payment. ARTICLE IV Successor Company SECTION 4.1. Consolidation, Merger and Sale of Assets. The Company shall not consolidate with or merge with or into, or convey, transfer or lease all or substantially all its assets to, any Person, unless: (i) the resulting, surviving or transferee Person (the "Successor Company") if not the Company shall be a corporation, partnership, trust or limited liability company organized and existing under the laws of the United States of America, any State thereof or the District of Columbia and the Successor Company (if not the Company) shall expressly assume, by supplemental indenture, executed and delivered to the Trustee, in form satisfactory to the Trustee, all the obligations of the Company under the Securities, this Indenture and the Registration Rights Agreement; (ii) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; (iii) each Subsidiary Guarantor (unless it is the other party to the transactions described above, in which case clause (i) and Section 10.2 shall apply) shall have by supplemental indenture confirmed that its Subsidiary Guarantee shall apply for such Person's obligations in respect of this Indenture and the Securities and its obligations under the Registration Rights Agreement shall continue to be in effect; and (iv) the Company shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indenture, if any, comply with this Indenture. 35 For purposes of this Section 4.1, the sale, lease, conveyance, assignment, transfer, or other disposition of all or substantially all of the properties and assets of one or more Subsidiaries of the Company, which properties and assets, if held by the Company instead of such Subsidiaries, would constitute all or substantially all of the properties and assets of the Company on a consolidated basis, shall be deemed to be the transfer of all or substantially all of the properties and assets of the Company. The Successor Company will succeed to, and be substituted for, and may exercise every right and power of, the Company under this Indenture, but, in the case of a lease of all or substantially all its assets, the Company will not be released from the obligation to pay the principal of and interest (including any Contingent Interest) and Additional Amounts, if any, on the Securities. ARTICLE V Redemption of Securities SECTION 5.1. Optional Redemption. The Securities may be redeemed, as a whole or from time to time in part, subject to the conditions and at the redemption price specified in paragraph 6 of the form of Securities set forth in Exhibit A hereto, which are hereby incorporated by reference and made a part of this Indenture, together with accrued and unpaid interest (including any Contingent Interest) and Additional Amounts to the Redemption Date. SECTION 5.2. Applicability of Article. Redemption of Securities at the election of the Company or otherwise, as permitted or required by any provision of this Indenture, shall be made in accordance with such provision and this Article. SECTION 5.3. Election to Redeem; Notice to Trustee. The election of the Company to redeem any Securities pursuant to Section 5.1 shall be evidenced by a Board Resolution. In case of any redemption at the election of the Company, the Company shall, upon not later than the earlier of the date that is 30 days prior to the Redemption Date fixed by the Company or the date on which notice is given to the Holders (except as provided in Section 5.5 or unless a shorter notice shall be satisfactory to the Trustee), notify the Trustee of such Redemption Date and of the principal amount of Securities to be redeemed and shall deliver to the Trustee such documentation and records as shall enable the Trustee to select the Securities to be redeemed pursuant to Section 5.4. Any such notice may be cancelled at any time prior to notice of such redemption being mailed to any Holder and shall thereby be void and of no effect. SECTION 5.4. Selection by Trustee of Securities to Be Redeemed. If less than all the Securities are to be redeemed at any time pursuant to an optional redemption, the particular Securities to be redeemed shall be selected not more than 60 days prior to the Redemption Date by the Trustee, from the outstanding Securities not previously called for redemption, by lot, or on a pro rata basis among the classes of Securities or by such other method as the Trustee shall deem fair and appropriate (and in such manner as complies with applicable legal requirements) and which may provide for the selection for redemption of portions of the principal of the Securities; provided, however, that no such partial redemption shall reduce the portion of the principal amount of a Security not redeemed to less than $1,000. 36 The Trustee shall promptly notify the Company in writing of the Securities selected for redemption and, in the case of any Securities selected for partial redemption, the principal amount thereof to be redeemed. For all purposes of this Indenture, unless the context otherwise requires, all provisions relating to redemption of Securities shall relate, in the case of any Security redeemed or to be redeemed only in part, to the portion of the principal amount of such Security which has been or is to be redeemed. If any Securities selected for partial redemption are thereafter surrendered for conversion in part before termination of the conversion right with respect to the portion of the Securities so selected, the converted portion of such Securities shall be deemed (so far as may be), solely for purposes of determining the aggregate principal amount of Securities to be redeemed by the Company, to be the portion selected for redemption. Securities which have been converted during a selection of Securities to be redeemed may be treated by the Trustee as outstanding for the purpose of such selection. Nothing in this Section 5.4 shall affect the right of any Holder to convert any Securities pursuant to Article XII before the termination of the conversion right with respect thereto. SECTION 5.5. Notice of Redemption. Notice of redemption shall be given in the manner provided for in Section 13.2 not less than 30 nor more than 60 days prior to the Redemption Date, to each Holder of Securities to be redeemed. At the Company's expense, the Trustee shall give notice of redemption in the Company's name and at the Company's expense; provided, however, that the Company shall deliver to the Trustee, at least 45 days prior to the Redemption Date, an Officers' Certificate requesting that the Trustee give such notice at the Company's expense and setting forth the information to be stated in such notice as provided in the following items. All notices of redemption shall state: (1) the Redemption Date, (2) the redemption price and the amount of accrued interest (including any Contingent Interest) and Additional Amounts, if any, to the Redemption Date payable as provided in Section 5.7, if any, (3) the then current Conversion Price, a statement that the Securities called for redemption may be converted at any time before the close of business on the Business Day prior to the Redemption Date, and that Holders who wish to convert Securities must comply with the procedures in paragraph 8 of the Securities, (4) if less than all outstanding Securities are to be redeemed, the identification of the particular Securities (or portion thereof) to be redeemed, as well as the aggregate principal amount of Securities to be redeemed and the aggregate principal amount of Securities to be outstanding after such partial redemption, (5) in case any Security is to be redeemed in part only, the notice which relates to such Security shall state that on and after the Redemption Date, upon 37 surrender of such Security, the Holder will receive, without charge, a new Security or Securities of authorized denominations for the principal amount thereof remaining unredeemed, (6) that on the Redemption Date the redemption price (and accrued interest, if any, (including any Contingent Interest) and Additional Amounts, if any, to the Redemption Date payable as provided in Section 5.7) will become due and payable upon each such Security, or the portion thereof, to be redeemed, and, unless the Company defaults in making the redemption payment, that interest, Contingent Interest, if any, and Additional Amounts, if any, on Securities called for redemption (or the portion thereof) will cease to accrue on and after said date, (7) the place or places where such Securities are to be surrendered for payment of the redemption price and accrued interest, if any, Contingent Interest, if any, and Additional Amounts, if any, (8) the name and address of the Paying Agent and the Conversion Agent, (9) that Securities called for redemption must be surrendered to the Paying Agent to collect the redemption price, (10) the CUSIP number, and that no representation is made as to the accuracy or correctness of the CUSIP number, if any, listed in such notice or printed on the Securities, and (11) the paragraph of the Securities pursuant to which the Securities are to be redeemed. SECTION 5.6. Deposit of Redemption Price. Prior to any Redemption Date, the Company shall deposit with the Trustee or with a Paying Agent (or, if the Company is acting as its own Paying Agent, segregate and hold in trust as provided in Section 2.6) an amount of money sufficient to pay the redemption price of, and accrued interest, Contingent Interest, if any, and Additional Amounts, if any, on, all the Securities which are to be redeemed on that date other than Securities or portions of Securities called for redemption that are beneficially owned by the Company and have been delivered by the Company to the Trustee for cancellation. SECTION 5.7. Securities Payable on Redemption Date. Notice of redemption having been given as aforesaid, the Securities so to be redeemed shall, on the Redemption Date, become due and payable at the redemption price therein specified (together with accrued and unpaid interest, if any, Contingent Interest, if any, and Additional Amounts, if any, to but excluding the Redemption Date), and from and after such date (unless the Company shall default in the payment of the redemption price and accrued and unpaid interest, any Contingent Interest, and Additional Amounts, if any) such Securities shall cease to bear interest, Contingent Interest or Additional Amounts. Upon surrender of any such Security for redemption in accordance with said notice, such Security shall be paid by the Company at the redemption price, together with accrued interest, if any, any Contingent Interest, and Additional Amounts, if any to the 38 Redemption Date (subject to the rights of Holders of record on the relevant record date to receive interest due on the relevant interest payment date). If any Security called for redemption shall not be so paid upon surrender thereof for redemption, the principal shall, until paid, bear interest, any Contingent Interest and any Additional Amounts from the Redemption Date at the rate borne by the Securities. SECTION 5.8. Securities Redeemed in Part. Any Security which is to be redeemed only in part (pursuant to the provisions of this Article) shall be surrendered at the office or agency of the Company maintained for such purpose pursuant to Section 3.4 (with, if the Company or the Trustee so requires, due endorsement by, or a written instrument of transfer in form satisfactory to the Company and the Trustee duly executed by, the Holder thereof or such Holder's attorney duly authorized in writing), and the Company shall execute, and the Trustee shall authenticate and make available for delivery to the Holder of such Security at the expense of the Company, a new Security or Securities, of any authorized denomination as requested by such Holder, in an aggregate principal amount equal to and in exchange for the unredeemed portion of the principal of the Security so surrendered, provided that each such new Security will be in a principal amount of $1,000 or integral multiple thereof. ARTICLE VI Defaults and Remedies SECTION 6.1. Events of Default. Each of the following is an "Event of Default": (1) default in any payment of interest (including any Contingent Interest) or Additional Amounts (as required by the Registration Rights Agreement) on any Security when the same becomes due and payable, and such default continues for a period of 30 days; (2) default in the payment of the principal of any Security when the same becomes due and payable at its Stated Maturity, upon optional redemption, upon required repurchase, upon declaration or otherwise; (3) failure by the Company or any Subsidiary Guarantor to comply with any of its obligations under Article IV or Section 10.2; (4) the Company defaults in the performance of or a breach by the Company of any other covenant or agreement in this Indenture or under the Securities (other than those referred to in (1), (2) or (3) above) and such default continues for 60 days after the notice specified below; (5) there is a default under any mortgage, indenture or instrument under which there may be issued or by which there may be outstanding, or by which there may be secured or evidenced any Debt for money borrowed by the Company or any of its Subsidiaries (other than Non-Recourse Debt of a Non-Recourse Subsidiary), whether such Debt now exists, or is created after the date of this Indenture, which default 39 (A) is caused by a failure to pay principal of, or interest or premium, if any, on such Debt prior to the expiration of the grace period provided in such Debt ("Payment Default") or (B) results in the acceleration of such Debt prior to its maturity (the "cross acceleration provision") and, in each case, the principal amount of any such Debt, together with the principal amount of any other such Debt under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $20.0 million or more or its foreign currency equivalent at the time and such acceleration shall not have been rescinded or annulled within 10 days after written notice of such acceleration has been received by the Company or such Subsidiary; (6) the Company pursuant to or within the meaning of any Bankruptcy Law: (A) commences a voluntary case or proceeding; (B) consents to the entry of judgment, decree or order for relief against it in an involuntary case or proceeding; (C) consents to the appointment of a Custodian (as defined below) of it or for any substantial part of its property; or (D) makes a general assignment for the benefit of its creditors; (E) consents to or acquiesces in the institution of a bankruptcy or an insolvency proceeding against it; (F) takes any corporate action to authorize or effect any of the foregoing; or (G) takes any comparable action under any foreign laws relating to insolvency; or (7) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that: (A) is for relief against the Company in an involuntary case; (B) appoints a Custodian of the Company for all or substantially all of the Company's property; or (C) orders the winding up or liquidation of the Company; and in each case the order or decree or relief remains unstayed and in effect for 90 days; or 40 (8) there has been entered in a court of competent jurisdiction a final judgment for the payment of $20.0 million or more rendered against the Company or any Subsidiary, which judgment is not fully covered by insurance or not discharged or stayed within 90 days after (A) the date on which the right to appeal thereof has expired if no such appeal has commenced, or (B) the date on which all rights to appeal have been extinguished ("judgment default provision"). The foregoing will constitute Events of Default whatever the reason for any such Event of Default and whether it is voluntary or involuntary or is effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body. Notwithstanding the foregoing, a Default under clause (4) of this Section 6.1 will not constitute an Event of Default until the Trustee or the Holders of 25% or more in principal amount of the outstanding Securities notify the Company of the Default in writing and the Company does not cure such Default within the time specified in clause (4) of this Section 6.1 after receipt of such notice. The Company shall deliver to the Trustee, within 30 days after the occurrence thereof, written notice in the form of an Officers' Certificate of any Default or Event of Default under clauses (3), (4), (5), (6), (7) or (8) of this Section 6.1, which such notice shall contain the status thereof and a description of the action being taken or proposed to be taken by the Company in respect thereof. SECTION 6.2. Acceleration. If an Event of Default occurs and is continuing, the Trustee by notice to the Company, or the Holders of at least 25% in outstanding principal amount of the outstanding Securities by notice to the Company and the Trustee, may, and the Trustee at the request of such Holders shall, declare the principal of and accrued and unpaid interest, if any, (including any Contingent Interest) and Additional Amounts, if any, on all the Securities to be due and payable. Upon such a declaration, such principal, premium, if any, and accrued and unpaid interest (including any Contingent Interest) and Additional Amounts, if any, shall be due and payable immediately. SECTION 6.3. Other Remedies. If an Event of Default occurs and is continuing, the Trustee may pursue any available remedy to collect the payment of principal of or interest (including any Contingent Interest) and Additional Amounts, if any, on the Securities or to enforce the performance of any provision of the Securities or this Indenture. The Trustee may maintain a proceeding even if it does not possess any of the Securities or does not produce any of them in the proceeding. A delay or omission by the Trustee or any Securityholder in exercising any right or remedy accruing upon an Event of Default shall not impair the right or remedy or constitute a waiver of or acquiescence in the Event of Default. No remedy is exclusive of any other remedy. All available remedies are cumulative. SECTION 6.4. Waiver of Past Defaults. The Holders of a majority in principal amount of the outstanding Securities by notice to the Trustee may (a) waive, by their consent 41 (including, without limitation consents obtained in connection with a purchase of, or tender offer or exchange offer for, Securities), an existing Default or Event of Default and its consequences except (i) a Default or Event of Default in the payment of the principal of or interest (including any Contingent Interest) and Additional Amounts, if any, on a Security or (ii) a Default or Event of Default in respect of a provision that under Section 9.2 cannot be amended without the consent of each Securityholder affected and (b) rescind any such acceleration with respect to the Securities and its consequences if (1) rescission would not conflict with any judgment or decree of a court of competent jurisdiction and (2) all existing Events of Default, other than the nonpayment of the principal of and interest (including any Contingent Interest) and Additional Amounts, if any, on the Securities that have become due solely by such declaration of acceleration, have been cured or waived. When a Default or Event of Default is waived, it is deemed cured, but no such waiver shall extend to any subsequent or other Default or Event of Default or impair any consequent right. SECTION 6.5. Control by Majority. The Holders of a majority in principal amount of the outstanding Securities may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or of exercising any trust or power conferred on the Trustee. However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture or, subject to Sections 7.1 and 7.2 that the Trustee determines is unduly prejudicial to the rights of other Securityholders or would involve the Trustee in personal liability; provided, however, that the Trustee may take any other action deemed proper by the Trustee that is not inconsistent with such direction. Prior to taking any action hereunder, the Trustee shall be entitled to indemnification satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such action. SECTION 6.6. Limitation on Suits. Subject to Section 6.7, a Securityholder may not pursue any remedy with respect to this Indenture or the Securities unless: (1) such Holder has previously given to the Trustee written notice stating that an Event of Default is continuing; (2) Holders of at least 25% in principal amount of the outstanding Securities have requested that the Trustee to pursue the remedy; (3) such Holders have offered to the Trustee reasonable security or indemnity against any loss, liability or expense; (4) the Trustee has not complied with such request within 60 days after receipt of the request and the offer of security or indemnity; and (5) the Holders of a majority in principal amount of the outstanding Securities have not given the Trustee a direction that, in the opinion of the Trustee, is inconsistent with such request during such 60-day period. A Securityholder may not use this Indenture to prejudice the rights of another Securityholder or to obtain a preference or priority over another Securityholder. 42 SECTION 6.7. Rights of Holders to Receive Payment. Notwithstanding any other provision of this Indenture (including, without limitation, Section 6.6), the right of any Holder to receive payment of principal of or interest (including any Contingent Interest) and Additional Amounts, if any, on the Securities held by such Holder, on or after the respective due dates expressed in the Securities, or to bring suit for the enforcement of any such payment on or after such respective dates, shall not be impaired or affected without the consent of such Holder. SECTION 6.8. Collection Suit by Trustee. If an Event of Default specified in clauses (1) or (2) of Section 6.1 occurs and is continuing, the Trustee may recover judgment in its own name and as trustee of an express trust against the Company for the whole amount then due and owing (together with interest on any unpaid interest (including any Contingent Interest) to the extent lawful) and the amounts provided for in Section 7.7. SECTION 6.9. Trustee May File Proofs of Claim. The Trustee may file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel) and the Securityholders allowed in any judicial proceedings relative to the Company, its Subsidiaries or its or their respective creditors or properties and, unless prohibited by law or applicable regulations, may be entitled and empowered to participate as a member of any official committee of creditors appointed in such matter, and may vote on behalf of the Holders in any election of a trustee in bankruptcy or other Person performing similar functions, and any Custodian in any such judicial proceeding is hereby authorized by each Holder to make payments to the Trustee and, in the event that the Trustee shall consent to the making of such payments directly to the Holders, to pay to the Trustee any amount due it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and its counsel, and any other amounts due the Trustee under Section 7.7. SECTION 6.10. Priorities. If the Trustee collects any money or property pursuant to this Article VI, it shall pay out the money or property in the following order: FIRST: to the Trustee for amounts due under Section 7.7; SECOND: to Securityholders for amounts due and unpaid on the Securities for principal and interest (including any Contingent Interest) and Additional Amounts, if any, ratably, without preference or priority of any kind, according to the amounts due and payable on the Securities for principal and interest, respectively; and THIRD: to the Company. The Trustee may fix a record date and payment date for any payment to Securityholders pursuant to this Section. At least 15 days before such record date, the Company shall mail to each Securityholder and the Trustee a notice that states the record date, the payment date and amount to be paid. SECTION 6.11. Undertaking for Costs. In any suit for the enforcement of any right or remedy under this Indenture or in any suit against the Trustee for any action taken or omitted by it as Trustee, a court in its discretion may require the filing by any party litigant in the 43 suit of an undertaking to pay the costs of the suit, and the court in its discretion may assess reasonable costs, including reasonable attorneys' fees, against any party litigant in the suit, having due regard to the merits and good faith of the claims or defenses made by the party litigant. This Section does not apply to a suit by the Trustee, a suit by the Company, a suit by a Holder pursuant to Section 6.7 or a suit by Holders of more than 10% in outstanding principal amount of the Securities. ARTICLE VII Trustee SECTION 7.1. Duties of Trustee. (a) If an Event of Default has occurred and is continuing, the Trustee shall exercise the rights and powers vested in it by this Indenture and use the same degree of care and skill in their exercise as a prudent Person would exercise or use under the circumstances in the conduct of such Person's own affairs; provided that if an Event of Default occurs and is continuing, the Trustee will be under no obligation to exercise any of the rights or powers under this Indenture at the request or direction of any of the Holders unless such Holders have offered to the Trustee reasonable indemnity or security against loss, liability or expense. (b) Except during the continuance of an Event of Default: (1) the Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture and no implied covenants or obligations shall be read into this Indenture against the Trustee; and (2) in the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates, opinions or orders furnished to the Trustee and conforming to the requirements of this Indenture. However, in the case of any such certificates, opinions or orders which by any provisions hereof are specifically required to be furnished to the Trustee, the Trustee shall examine such certificates and opinions to determine whether or not they conform to the requirements of this Indenture (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein). (c) The Trustee may not be relieved from liability for its own negligent action, its own negligent failure to act or its own willful misconduct, except that: (1) this paragraph does not limit the effect of paragraph (b) of this Section; (2) the Trustee shall not be liable for any error of judgment made in good faith by a Trust Officer unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and 44 (3) the Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 6.5. (d) Every provision of this Indenture that in any way relates to the Trustee is subject to paragraphs (a), (b) and (c) of this Section. (e) The Trustee shall not be liable for interest on any money received by it except as the Trustee may agree in writing with the Company. (f) Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law. (g) No provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers, if it shall have reasonable grounds to believe that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. (h) Every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Section and to the provisions of the TIA. (i) Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Company shall be sufficient if signed by an Officer of the Company. (j) The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders unless such Holders shall have offered to the Trustee reasonable security or indemnity satisfactory to it against the costs, expenses (including reasonable attorneys' fees and expenses) and liabilities that might be incurred by it in compliance with such request or direction. SECTION 7.2. Rights of Trustee. Subject to Section 7.1: (a) the Trustee may conclusively rely on any document (whether in its original or facsimile form) reasonably believed by it to be genuine and to have been signed or presented by the proper person. The Trustee need not investigate any fact or matter stated in the document. The Trustee shall receive and retain financial reports and statements of the Company as provided herein, but shall have no duty to review or analyze such reports or statements to determine compliance under covenants or other obligations of the Company. (b) Before the Trustee acts or refrains from acting, it may require an Officers' Certificate and/or an Opinion of Counsel. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on an Officers' Certificate or Opinion of Counsel. (c) The Trustee may act through its attorneys and agents and shall not be responsible for the misconduct or negligence of any agent appointed with due care. 45 (d) The Trustee shall not be liable for any action it takes or omits to take in good faith which it believes to be authorized or within its rights or powers, unless the Trustee's conduct constitutes willful misconduct or negligence. (e) The Trustee may consult with counsel of its selection, and the advice or opinion of counsel with respect to legal matters relating to this Indenture and the Securities shall be full and complete authorization and protection from liability in respect to any action taken, omitted or suffered by it hereunder in good faith and in accordance with the advice or opinion of such counsel. SECTION 7.3. Individual Rights of Trustee. The Trustee in its individual or any other capacity may become the owner or pledgee of Securities and may otherwise deal with the Company or its Affiliates with the same rights it would have if it were not Trustee. Any Paying Agent, Registrar, co-registrar or co-paying agent may do the same with like rights. However, the Trustee must comply with Sections 7.10 and 7.11. In addition, the Trustee shall be permitted to engage in transactions with the Company; provided, however, that if the Trustee acquires any conflicting interest the Trustee must (i) eliminate such conflict within 90 days of acquiring such conflicting interest, (ii) apply to the SEC for permission to continue acting as Trustee or (iii) resign. SECTION 7.4. Trustee's Disclaimer. The Trustee shall not be responsible for and makes no representation as to the validity or adequacy of this Indenture or the Securities, shall not be accountable for the Company's use of the proceeds from the Securities, shall not be responsible for the use or application of any money received by any Paying Agent other than the Trustee and shall not be responsible for any statement of the Company in this Indenture or in any document issued in connection with the sale of the Securities or in the Securities other than the Trustee's certificate of authentication. SECTION 7.5. Notice of Defaults. If a Default or Event of Default occurs and is continuing and if a Trust Officer has actual knowledge thereof, the Trustee shall mail by first class mail to each Securityholder at the address set forth in the Securities Register notice of the Default or Event of Default within 90 days after it occurs. Except in the case of a Default or Event of Default in payment of principal of or interest (including any Contingent Interest) and Additional Amounts, if any, on any Security (including payments pursuant to the optional redemption or required repurchase provisions of such Security, if any), the Trustee may withhold the notice if and so long as its board of directors, a committee of its board of directors or a committee of its Trust Officers in good faith determines that withholding the notice is in the interests of Securityholders. SECTION 7.6. Reports by Trustee to Holders. As promptly as practicable after each May 15 beginning with the May 15 following the date of this Indenture, and in any event prior to July 15 in each year, the Trustee shall mail to each Securityholder a brief report dated as of such May 15 that complies with TIA Section 313(a). The Trustee also shall comply with TIA Section 313(b). The Trustee shall also transmit by mail all reports required by TIA Section 313(c). A copy of each report at the time of its mailing to Securityholders shall be filed with the SEC and each stock exchange (if any) on which the Securities are listed. The Company 46 agrees to notify promptly the Trustee whenever the Securities become listed on any stock exchange and of any delisting thereof. SECTION 7.7. Compensation and Indemnity. The Company shall pay to the Trustee from time to time reasonable compensation for its acceptance of this Indenture and services hereunder as the Company and the Trustee shall from time to time agree in writing. The Trustee's compensation shall not be limited by any law on compensation of a trustee of an express trust. The Company shall reimburse the Trustee upon request for all reasonable out-of-pocket expenses incurred or made by it, including costs of collection, costs of preparing and reviewing reports, certificates and other documents, costs of preparation and mailing of notices to Securityholders and reasonable costs of counsel retained by the Trustee in connection with the delivery of an Opinion of Counsel or otherwise, in addition to the compensation for its services. Such expenses shall include the reasonable compensation and expenses, disbursements and advances of the Trustee's agents, counsel, accountants and experts. The Company shall indemnify the Trustee against any and all loss, liability, damages, claims or expense (including reasonable attorneys' fees and expenses) incurred by it without negligence or bad faith on its part in connection with the administration of this trust and the performance of its duties hereunder, including the costs and expenses of enforcing this Indenture (including this Section 7.7) and of defending itself against any claims (whether asserted by any Securityholder, the Company or otherwise). The Trustee shall notify the Company promptly of any claim for which it may seek indemnity. Failure by the Trustee to so notify the Company shall not relieve the Company of its obligations hereunder. The Company shall defend the claim and the Trustee shall provide reasonable cooperation at the Company's expense in the defense. The Trustee may have separate counsel and the Company shall pay the fees and expenses of such counsel, provided that the Company shall not be required to pay such fees and expenses if it assumes the Trustee's defense, and, in the reasonable judgment of outside counsel to the Trustee, there is no conflict of interest between the Company and the Trustee in connection with such defense. The Company need not reimburse any expense or indemnify against any loss, liability or expense incurred by the Trustee through the Trustee's own willful misconduct, negligence or bad faith. To secure the Company's payment obligations in this Section, the Trustee shall have a lien prior to the Securities on all money or property held or collected by the Trustee other than money or property held in trust to pay principal of and interest (including any Contingent Interest) and Additional Amounts, if any, on particular Securities. Such lien shall survive the satisfaction and discharge of this Indenture. The Trustee's right to receive payment of any amounts due under this Section 7.7 shall not be subordinate to any other liability or Debt of the Company. The Company's payment obligations pursuant to this Section shall survive the discharge of this Indenture. When the Trustee incurs expenses after the occurrence of a Default specified in clauses (6) and (7) of Section 6.1 with respect to the Company, the expenses are intended to constitute expenses of administration under any Bankruptcy Law. SECTION 7.8. Replacement of Trustee. The Trustee may resign at any time by so notifying the Company. The Holders of a majority in principal amount of the Securities may remove the Trustee by so notifying the Trustee and may appoint a successor Trustee. The Company shall remove the Trustee if: 47 (1) the Trustee fails to comply with Section 7.10; (2) the Trustee is adjudged bankrupt or insolvent; (3) a receiver or other public officer takes charge of the Trustee or its property; or (4) the Trustee otherwise becomes incapable of acting. If the Trustee resigns or is removed by the Company or by the Holders of a majority in principal amount of the Securities and such Holders do not reasonably promptly appoint a successor Trustee, or if a vacancy exists in the office of the Trustee for any reason (the Trustee in such event being referred to herein as the retiring Trustee), the Company shall promptly appoint a successor Trustee. A successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the Company. Thereupon the resignation or removal of the retiring Trustee shall become effective, and the successor Trustee shall have all the rights, powers and duties of the Trustee under this Indenture. The successor Trustee shall mail a notice of its succession to Securityholders. The retiring Trustee shall promptly transfer all property held by it as Trustee to the successor Trustee, subject to the lien provided for in Section 7.7. If a successor Trustee does not take office within 60 days after the retiring Trustee resigns or is removed, the retiring Trustee or the Holders of at least 10% in principal amount of the Securities may petition, at the Company's expense, any court of competent jurisdiction for the appointment of a successor Trustee. If the Trustee fails to comply with Section 7.10, unless the Trustee's duty to resign is stayed as provided in TIA Section 310(b), any Securityholder may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee. Notwithstanding the replacement of the Trustee pursuant to this Section, the Company's obligations under Section 7.7 shall continue for the benefit of the retiring Trustee. SECTION 7.9. Successor Trustee by Merger. If the Trustee consolidates with, merges or converts into, or transfers all or substantially all its corporate trust business or assets to, another corporation or banking association, the resulting, surviving or transferee corporation without any further act shall be the successor Trustee. In case at the time such successor or successors by merger, conversion or consolidation to the Trustee shall succeed to the trusts created by this Indenture, any of the Securities shall have been authenticated but not delivered, any such successor to the Trustee may adopt the certificate of authentication of any predecessor trustee, and deliver such Securities so authenticated; and in case at that time any of the Securities shall not have been authenticated, any successor to the Trustee may authenticate such Securities either in the name of any predecessor hereunder or in the name of the successor to the Trustee; provided that the right to adopt the certificate of authentication of any predecessor Trustee or authenticate Securities in the name of 48 any predecessor Trustee shall only apply to its successor or successors by merger, consolidation or conversion. SECTION 7.10. Eligibility; Disqualification. The Trustee shall at all times satisfy the requirements of TIA Section 310(a). The Trustee shall have a combined capital and surplus of at least $100 million as set forth in its most recent published annual report of condition. The Trustee shall comply with TIA Section 310(b); provided, however, that there shall be excluded from the operation of TIA Section 310(b)(1) any indenture or indentures under which other securities or certificates of interest or participation in other securities of the Company are outstanding if the requirements for such exclusion set forth in TIA Section 310(b)(1) are met. SECTION 7.11. Preferential Collection of Claims Against Company. The Trustee shall comply with TIA Section 311(a), excluding any creditor relationship listed in TIA Section 311(b). A Trustee who has resigned or been removed shall be subject to TIA Section 311(a) to the extent indicated. SECTION 7.12. Trustee's Application for Instruction from the Company. Any application by the Trustee for written instructions from the Company may, at the option of the Trustee, set forth in writing any action proposed to be taken or omitted by the Trustee under this Indenture and the date on and/or after which such action shall be taken or such omission shall be effective. The Trustee shall not be liable for any action taken by, or omission of, the Trustee in accordance with a proposal included in such application on or after the date specified in such application (which date shall not be less than three Business Days after the date any officer of the Company actually receives such application, unless any such officer shall have consented in writing to any earlier date) unless prior to taking any such action (or the effective date in the case of an omission), the Trustee shall have received written instructions in response to such application specifying the action to be taken or omitted. ARTICLE VIII Discharge of Indenture SECTION 8.1. Discharge of Liability on Securities. When (1) the Company shall deliver to the Registrar for cancellation all Securities theretofore authenticated (other than any Securities which have been destroyed, lost or stolen and in lieu of or in substitution for which other Securities shall have been authenticated and delivered) and not theretofore canceled, or (2) all the Securities not theretofore canceled or delivered to the Registrar for cancellation shall have (a) been deposited for conversion and the Company shall deliver to the Holders shares of Common Stock sufficient to pay all amounts owing in respect of all Securities (other than any Securities which shall have been mutilated, destroyed, lost or stolen and in lieu of or in substitution for which other Securities shall have been authenticated and delivered) not 49 theretofore canceled or delivered to the Registrar for cancellation or (b) become due and payable on the Stated Maturity Date, Purchase Date, Fundamental Change Purchase Date or Redemption Date, as applicable, and the Company shall deposit with the Trustee cash or shares of Common Stock, as applicable, sufficient to pay all amounts owing in respect of all Securities (other than any Securities which shall have been mutilated, destroyed, lost or stolen and in lieu of or in substitution for which other Securities shall have been authenticated and delivered) not theretofore canceled or delivered to the Registrar for cancellation, including the principal amount and interest (including Contingent Interest, if any) and Additional Amounts accrued and unpaid to such Stated Maturity Date, Purchase Date, Fundamental Change Purchase Date or Redemption Date, as the case may be, and if in either case (1) or (2) the Company shall also pay or cause to be paid all other sums payable hereunder by the Company, then the Indenture with respect to the Securities shall cease to be of further effect (except as to (i) remaining rights of registration of transfer, substitution and exchange and conversion of Securities; (ii) rights hereunder of Holders to receive payments of the amounts then due, including interest (including Contingent Interest, if any) and Additional Amounts with respect to the Securities and the other rights, duties and obligations of Holders, as beneficiaries hereof with respect to the amounts, if any, so deposited with the Trustee; and (iii) the rights, obligations and immunities of the Trustee, Authenticating Agent, Paying Agent, Conversion Agent and Registrar under the Indenture with respect to the Securities), and the Trustee, on demand of the Company accompanied by an Officers' Certificate and an Opinion of Counsel as required by Section 8.3 and at the cost and expense of the Company, shall execute proper instruments acknowledging satisfaction of and discharging the Indenture with respect to the Securities; the Company, however, hereby agrees to reimburse the Trustee, Authenticating Agent, Paying Agent, Conversion Agent and Registrar for any costs or expenses thereafter reasonably and properly incurred by the Trustee, Authenticating Agent, Paying Agent, Conversion Agent and Registrar and to compensate the Trustee, Authenticating Agent, Paying Agent, Conversion Agent and Registrar for any services thereafter reasonably and properly rendered by the Trustee, Authenticating Agent, Paying Agent, Conversion Agent and Registrar in connection with the Indenture with respect to the Securities or the Securities. SECTION 8.2. Reinstatement. If the Trustee or the Paying Agent is unable to apply any money to the Holders entitled thereto by reason of any order or judgment of any court of governmental authority enjoining, restraining or otherwise prohibiting such application, the Company's obligations under the Indenture with respect to the Securities and the Securities shall be revived and reinstated as though no deposit had occurred pursuant to Section 8.1 until such time as the Trustee or the Paying Agent is permitted to apply all such money in accordance with the Indenture and the Securities to the Holders entitled thereto; provided, however, that if the Company makes any payment of principal amount or interest (including Contingent Interest) or Additional Amounts, if any, of any Securities following the reinstatement of its obligations, the Company shall be subrogated to the rights of the Holders of such Securities to receive such payment from the money held by the Trustee or Paying Agent. SECTION 8.3. Officers' Certificate; Opinion of Counsel. Upon any application or demand by the Company to the Trustee to take any action under Section 8.1, the Company shall furnish to the Trustee an Officers' Certificate stating that all conditions precedent, if any, provided for in the Indenture relating to the proposed action have been complied with, and an Opinion of Counsel stating that, in the opinion of such counsel, all such conditions precedent have been complied with. Each certificate or Opinion of Counsel provided for in this Indenture and delivered to the Trustee with respect to compliance with a condition or covenant pursuant to the previous paragraph shall include: (1) a statement that the Person making such certificate or 50 opinion has read such covenant or condition; (2) a brief statement as to the nature and scope of the examination or investigation upon which the statement or opinion contained in such certificate or opinion is based; (3) a statement that, in the opinion of such Person, he has made such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not such covenant or condition has been complied with; and (4) a statement as to whether or not, in the opinion of such Person, such condition or covenant has been complied with. ARTICLE IX Amendments SECTION 9.1. Without Consent of Holders. The Company, the Subsidiary Guarantors and the Trustee may amend this Indenture or the Securities without notice to or consent of any Securityholder: (1) to cure any ambiguity, omission, defect or inconsistency; (2) to comply with Article IV in respect of the assumption by a Successor Company of an obligation of the Company under this Indenture; (3) to provide for uncertificated Securities in addition to or in place of certificated Securities; provided, however, that the uncertificated Securities are issued in registered form for purposes of Section 163(f) of the Code or in a manner such that the uncertificated Securities are described in Section 163(f)(2)(B) of the Code; (4) to add Guarantees with respect to the Securities; (5) to secure the Securities; (6) to add to the covenants of the Company for the benefit of the Holders or to surrender any right or power herein conferred upon the Company; (7) to comply with any requirement of the SEC in connection with the qualification of this Indenture under the TIA; or (8) to make any change that does not materially adversely affect the rights of any Securityholder. After an amendment under this Section becomes effective, the Company shall mail to Securityholders a notice briefly describing such amendment. The failure to give such notice to all Securityholders, or any defect therein, shall not impair or affect the validity of an amendment under this Section. SECTION 9.2. With Consent of Holders. The Company, the Subsidiary Guarantors and the Trustee may amend this Indenture or the Securities without notice to any Securityholder but with the written consent of the Holders of at least a majority in principal amount of the Securities then outstanding (including, without limitation, consents obtained in 51 connection with a purchase of, or tender offer or exchange offer for, Securities) and compliance with the provisions of this Indenture may be waived with the written consent of the Holders of at least a majority in principal amount of the Securities then outstanding (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Securities). However, without the consent of each Securityholder affected, an amendment or waiver may not: (1) reduce the amount of Securities whose Holders must consent to an amendment; (2) reduce the rate of or extend the stated time for payment of interest, including Contingent Interest, on any Security; (3) reduce the principal of or extend the Stated Maturity of any Security; (4) make any change that adversely affects the right to convert any Securities; (5) reduce the redemption price, the Fundamental Change Purchase Price, the Purchase Price payable upon the redemption or repurchase of any Security or amend or modify in any manner adverse to holders of the Securities the Company's obligation to make such payments, whether through an amendment to or waiver of Article V , Article IX , a definition or otherwise; (6) make any Security payable in money other than that stated in the Security (it being understood that all references to cash in this Indenture and the Securities are to U.S. legal tender) or, other than in accordance with the provisions of this Indenture in effect on the Issue Date, eliminate any existing Guarantee of the Securities; (7) impair the right of any Holder to receive payment of principal of and interest (including any Contingent Interest) and any Additional Amounts on such Holder's Securities on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holder's Securities; or (8) make any change to the amendment provisions which require each Holder's consent or to the waiver provisions. It shall not be necessary for the consent of the Holders under this Section to approve the particular form of any proposed amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. A consent to any amendment or waiver under this Indenture by any Holder of the Securities given in connection with a tender or exchange of such Holder's Securities will not be rendered invalid by such tender or exchange. After an amendment under this Section becomes effective, the Company shall mail to Securityholders a notice briefly describing such amendment. The failure to give such notice to all Securityholders, or any defect therein, shall not impair or affect the validity of an amendment under this Section. 52 SECTION 9.3. Compliance with Trust Indenture Act. Every amendment to this Indenture or the Securities shall comply with the TIA as then in effect. SECTION 9.4. Revocation and Effect of Consents and Waivers. A consent to an amendment or a waiver by a Holder of a Security shall bind the Holder and every subsequent Holder of that Security or portion of the Security that evidences the same debt as the consenting Holder's Security, even if notation of the consent or waiver is not made on the Security. However, any such Holder or subsequent Holder may revoke the consent or waiver as to such Holder's Security or portion of the Security if the Trustee receives the notice of revocation before the date the amendment or waiver becomes effective or otherwise in accordance with any related solicitation documents. After an amendment or waiver becomes effective, it shall bind every Securityholder. An amendment or waiver shall become effective upon receipt by the Trustee of the requisite number of written consents under Section 9.1 or 9.2, as applicable. The Company may, but shall not be obligated to, fix a record date for the purpose of determining the Securityholders entitled to give their consent or take any other action described above or required or permitted to be taken pursuant to this Indenture. If a record date is fixed, then notwithstanding the immediately preceding paragraph, those Persons who were Securityholders at such record date (or their duly designated proxies), and only those Persons, shall be entitled to give such consent or to revoke any consent previously given or to take any such action, whether or not such Persons continue to be Holders after such record date. No such consent shall become valid or effective more than 120 days after such record date. SECTION 9.5. Notation on or Exchange of Securities. If an amendment changes the terms of a Security, the Trustee may require the Holder of the Security to deliver it to the Trustee. The Trustee may place an appropriate notation on the Security regarding the changed terms and return it to the Holder. Alternatively, if the Company or the Trustee so determines, the Company in exchange for the Security shall issue and the Trustee shall authenticate a new Security that reflects the changed terms. Failure to make the appropriate notation or to issue a new Security shall not affect the validity of such amendment. SECTION 9.6. Trustee To Sign Amendments. The Trustee shall sign any amendment authorized pursuant to this Article IX if the amendment does not adversely affect the rights, duties, liabilities or immunities of the Trustee. If it does, the Trustee may but need not sign it. In signing such amendment the Trustee shall be entitled to receive indemnity reasonably satisfactory to it and to receive, and (subject to Sections 7.1 and 7.2) shall be fully protected in relying upon an Officers' Certificate and an Opinion of Counsel stating that such amendment is authorized or permitted by this Indenture and that such amendment is the legal, valid and binding obligation of the Company and any Subsidiary Guarantors, enforceable against them in accordance with its terms, subject to customary exceptions and complies with the provisions hereof (including Section 9.3). 53 ARTICLE X Subsidiary Guarantee SECTION 10.1. Subsidiary Guarantee. Each Subsidiary Guarantor hereby fully, unconditionally and irrevocably guarantees, as primary obligor and not merely as surety, jointly and severally with each other Subsidiary Guarantor, to each Holder of the Securities and the Trustee the full and punctual payment when due, whether at maturity, by acceleration, by redemption or otherwise, of the principal of and interest, including any Contingent Interest and Additional Amounts, if any, on the Securities and all other obligations and liabilities of the Company under this Indenture (including without limitation interest (including any Contingent Interest) accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, relating to the Company or any Subsidiary Guarantor whether or not a claim for post-filing or post-petition interest is allowed in such proceeding) (all the foregoing being hereinafter collectively called the "Obligations"). Each Subsidiary Guarantor further agrees (to the extent permitted by law) that the Obligations may be extended or renewed, in whole or in part, without notice or further assent from it, and that it will remain bound under this Article X notwithstanding any extension or renewal of any Obligation. Each Subsidiary Guarantor waives presentation to, demand of payment from and protest to the Company of any of the Obligations and also waives notice of protest for nonpayment. Each Subsidiary Guarantor waives notice of any default under the Securities or the Obligations. The obligations of each Subsidiary Guarantor hereunder shall not be affected by (a) the failure of any Holder to assert any claim or demand or to enforce any right or remedy against the Company or any other person under this Indenture, the Securities or any other agreement or otherwise; (b) any extension or renewal of any thereof; (c) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Securities or any other agreement; (d) the release of any security held by any Holder or the Trustee for the Obligations or any of them; (e) the failure of any Holder to exercise any right or remedy against any other Subsidiary Guarantor; or (f) any change in the ownership of the Company. Each Subsidiary Guarantor further agrees that its Subsidiary Guarantee herein constitutes a Guarantee of payment when due (and not a Guarantee of collection) and waives any right to require that any resort be had by any Holder to any security held for payment of the Obligations. The obligations of each Subsidiary Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason (other than payment of the Obligations in full), including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Subsidiary Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Holder to assert any claim or demand or to enforce any remedy under this Indenture, the Securities or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the Obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or 54 to any extent vary the risk of any Subsidiary Guarantor or would otherwise operate as a discharge of such Subsidiary Guarantor as a matter of law or equity. Subject to the provisions of Section 3.3, each Subsidiary Guarantor agrees that its Subsidiary Guarantee herein shall remain in full force and effect until payment in full of all the Obligations or such Subsidiary Guarantor is released from its Subsidiary Guarantee upon the merger or the sale of all the Capital Stock or assets of the Subsidiary Guarantor in compliance with Section 10.2. Each Subsidiary Guarantor further agrees that its Subsidiary Guarantee herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of or interest (including any Contingent Interest) and Additional Amounts, if any, on any of the Obligations is rescinded or must otherwise be restored by any Holder upon the bankruptcy or reorganization of the Company or otherwise. In furtherance of the foregoing and not in limitation of any other right which any Holder has at law or in equity against any Subsidiary Guarantor by virtue hereof, upon the failure of the Company to pay any of the Obligations when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, each Subsidiary Guarantor hereby promises to and will, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Holders an amount equal to the sum of (i) the unpaid amount of such Obligations then due and owing and (ii) accrued and unpaid interest (including any Contingent Interest) and Additional Amounts, if any, on such Obligations then due and owing (but only to the extent not prohibited by law). Each Subsidiary Guarantor further agrees that, as between such Subsidiary Guarantor, on the one hand, and the Holders, on the other hand, (x) the maturity of the Obligations guaranteed hereby may be accelerated as provided in this Indenture for the purposes of its Subsidiary Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations guaranteed hereby and (y) in the event of any such declaration of acceleration of such Obligations, such Obligations (whether or not due and payable) shall forthwith become due and payable by the Subsidiary Guarantor for the purposes of this Subsidiary Guarantee. Each Subsidiary Guarantor also agrees to pay any and all reasonable costs and expenses (including reasonable attorneys' fees) incurred by the Trustee or the Holders in enforcing any rights under this Section. SECTION 10.2. Limitation on Liability; Termination, Release and Discharge Upon Merger or Consolidation; Termination on Conversion. (a) The obligations of each Subsidiary Guarantor hereunder will be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Subsidiary Guarantor (including, without limitation, any guarantees under the Senior Credit Agreement, the 2006 Notes, the 2008 Notes and the 2013 Notes) and after giving effect to any collections from or payments made by or on behalf of any other Subsidiary Guarantor in respect of the obligations of such other Subsidiary Guarantor under its Subsidiary Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Subsidiary Guarantor under its Subsidiary Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal or state 55 law and not otherwise being void or voidable under any similar laws affecting the rights of creditors generally. (b) Each Subsidiary Guarantor may consolidate with or merge into or sell its assets to the Company or another Subsidiary Guarantor without limitation. Subject to Article III and Article IV, each Subsidiary Guarantor may consolidate with or merge into or sell all or substantially all its assets to a corporation, partnership or trust other than the Company or another Subsidiary Guarantor (whether or not affiliated with the Subsidiary Guarantor), except that if the surviving corporation of any such merger or consolidation is a Subsidiary of the Company, such merger, consolidation or sale shall not be permitted unless (i) the Person formed by or surviving any such consolidation or merger assumes all the obligations of such Subsidiary under the Subsidiary Guarantee pursuant to a supplemental indenture in form and substance reasonably satisfactory to the Trustee in respect of the Securities, this Indenture and the Subsidiary Guarantee, (ii) immediately after giving effect to such transaction, no Default or Event of Default exists; and (iii) the Company delivers to the Trustee an Officers' Certificate and an Opinion of Counsel addressed to the Trustee with respect to the foregoing matters. Upon the sale or disposition of a Subsidiary Guarantor (by merger, consolidation, the sale of its Capital Stock or the sale of all or substantially all of its assets (other than by lease)) and whether or not the Subsidiary Guarantor is the surviving corporation in such transaction to a Person (whether or not an Affiliate of the Subsidiary Guarantor) which is not the Company or a Subsidiary of the Company, which sale or disposition is otherwise in compliance with this Indenture, such Subsidiary Guarantor will be released from all its obligations under this Indenture and its Subsidiary Guarantee and such Subsidiary Guarantee will terminate; provided, however, that any such termination will occur only to the extent that (x) with respect to each Subsidiary Guarantor other than MCA, each such Subsidiary Guarantor will be released from obligations under its Subsidiary Guarantee if all the obligations of such Subsidiary Guarantor under the Senior Credit Agreement, the 2006 Notes, the 2008 Notes and the 2013 Notes and related documentation terminate upon consummation of such transaction and (y) with respect to MCA, MCA will be released from its obligations under its Subsidiary Guarantee if the Company and its remaining Subsidiaries are not liable with respect to any Debt of MCA. Each Subsidiary Guarantee with respect to a Security will automatically terminate immediately prior to such Security's conversion. (c) Each Subsidiary Guarantor will be deemed released from all its obligations under this Indenture, its Subsidiary Guarantee and the Registration Rights Agreement and such Subsidiary Guarantee will terminate upon the discharge of the Securities pursuant to the provisions of Article VIII hereof. SECTION 10.3. Right of Contribution. Each Subsidiary Guarantor hereby agrees that to the extent that any Subsidiary Guarantor shall have paid more than its proportionate share of any payment made on the obligations under the Subsidiary Guarantees, such Subsidiary Guarantor shall be entitled to seek and receive contribution from and against the Company or any other Subsidiary Guarantor who has not paid its proportionate share of such payment. The provisions of this Section 10.3 shall in no respect limit the obligations and liabilities of each Subsidiary Guarantor to the Trustee and the Holders and each Subsidiary Guarantor shall remain liable to the Trustee and the Holders for the full amount guaranteed by such Subsidiary Guarantor hereunder. 56 SECTION 10.4. No Subrogation. Notwithstanding any payment or payments made by each Subsidiary Guarantor hereunder, no Subsidiary Guarantor shall be entitled to be subrogated to any of the rights of the Trustee or any Holder against the Company or any other Subsidiary Guarantor or any collateral security or guarantee or right of offset held by the Trustee or any Holder for the payment of the Obligations, nor shall any Subsidiary Guarantor seek or be entitled to seek any contribution or reimbursement from the Company or any other Subsidiary Guarantor in respect of payments made by such Subsidiary Guarantor hereunder, until all amounts owing to the Trustee and the Holders by the Company on account of the Obligations are paid in full. If any amount shall be paid to any Subsidiary Guarantor on account of such subrogation rights at any time when all of the Obligations shall not have been paid in full, such amount shall be held by such Subsidiary Guarantor in trust for the Trustee and the Holders, segregated from other funds of such Subsidiary Guarantor, and shall, forthwith upon receipt by such Subsidiary Guarantor, be turned over to the Trustee in the exact form received by such Subsidiary Guarantor (duly indorsed by such Subsidiary Guarantor to the Trustee, if required), to be applied against the Obligations. ARTICLE XI Purchase at Option of Holder Upon a Fundamental Change; Repurchase at the Option of Holders SECTION 11.1. Purchase at the Option of the Holder Upon a Fundamental Change. If a Fundamental Change shall occur at any time, each Holder shall have the right, at such Holder's option, to require the Company to purchase any or all of such Holder's Securities on a date that is no later than 35 days after the date of the Company Notice of the occurrence of such Fundamental Change (subject to extension to comply with applicable law, as provided in Section 11.3(d)) (the "Fundamental Change Purchase Date"). The Securities shall be repurchased in integral multiples of $1,000 of the Principal Amount. The Company shall purchase such Securities at a price (the "Fundamental Change Purchase Price") equal to 100% of the principal amount of the Securities to be repurchased plus accrued and unpaid interest, including any Contingent Interest, and Additional Amounts, if any, to but excluding the Fundamental Change Purchase Date. Notwithstanding anything herein to the contrary, the portion of the Fundamental Change Purchase Price that constitutes accrued and unpaid interest (including any Contingent Interest) and Additional Amounts, if any, on the Securities, shall be paid in cash. No Securities may be repurchased at the option of the Holders due to a Fundamental Change if there has occurred and is continuing an Event of Default (other than an Event of Default that is cured by the payment of the purchase price of all such Securities). (a) Notice of Fundamental Change. The Company, or at its request (which must be received by the Paying Agent at least three Business Days (or such lesser period as agreed to by the Paying Agent) prior to the date the Paying Agent is requested to give such notice as described below), the Paying Agent in the name of and at the expense of the Company, shall mail to all Holders and the Trustee a Company Notice of the occurrence of a Fundamental Change and of the purchase right arising as a result thereof, including the information required by Section 11.3(a) hereof, on or before the 20th day after the occurrence of such Fundamental Change. The Company shall promptly furnish to the Paying Agent a copy of such Company Notice. 57 (b) Exercise of Option. For a Security to be so purchased at the option of the Holder, the Paying Agent must receive such Security duly endorsed for transfer, together with a written notice of purchase (a "Fundamental Change Purchase Notice") and the form entitled "Form of Fundamental Change Purchase Notice" on the reverse thereof duly completed, on or before the 35th day after the date of the Company Notice of the occurrence of such Fundamental Change, subject to extension to comply with applicable law. The Fundamental Change Purchase Notice shall state: (1) if certificated, the certificate numbers of the Securities which the Holder shall deliver to be purchased; (2) the portion of the principal amount of the Securities which the Holder shall deliver to be purchased, which portion must be $1,000 in principal amount or an integral multiple thereof; (3) if the Company elects, pursuant to a Company Notice, to pay the Fundamental Change Purchase Price to be paid, in whole or in part, in Common Stock but such portion of the Fundamental Change Purchase Price shall ultimately be payable to such Holder in cash because any of the conditions to the payment of the Fundamental Change Purchase Price in Common Stock are not satisfied prior to or on the Fundamental Change Purchase Date, as set forth herein, whether such Holder elects (x) to withdraw such Fundamental Change Purchase Notice as to some or all of the Securities to which such Fundamental Change Purchase Notice relates (stating the principal amount and certificate numbers of the Securities as to which such withdrawal shall relate), or (y) to receive cash in respect of the entire Fundamental Change Purchase Price for all Securities (or portions thereof) to which such Fundamental Change Purchase Notice relates. If a Holder, in such Holder's Fundamental Change Purchase Notice (and in any written notice of withdrawal of a portion of a Holder's Securities previously submitted for purchase pursuant to a Fundamental Change Purchase Notice, the portion that remains subject to the Fundamental Change Purchase Notice), fails to indicate such Holder's choice with respect to the foregoing election, such Holder shall be deemed to have elected to receive cash in respect of all Securities subject to such Fundamental Change Purchase Notice in the circumstances described in the preceding sentence; and (4) that such Securities shall be purchased as of the Fundamental Change Purchase Date pursuant to the terms and conditions specified in paragraph 7 of the Securities and in this Indenture; and (c) Procedures. The Company shall purchase from a Holder, pursuant to this Section 11.1, Securities if the principal amount of such Securities is $1,000 or a multiple of $1,000 if so requested by such Holder. Any purchase by the Company contemplated pursuant to the provisions of this Section 11.1 shall be consummated by the delivery of the Fundamental Change Purchase Price to be received by the Holder promptly following the later of the Fundamental Change Purchase Date or the time of book-entry transfer or delivery of the Securities. 58 Notwithstanding anything herein to the contrary, any Holder delivering to the Paying Agent the Fundamental Change Purchase Notice contemplated by this Section 11.1 shall have the right at any time prior to the close of business on the Business Day prior to the Fundamental Change Purchase Date to withdraw such Fundamental Change Purchase Notice (in whole or in part) by delivery of a written notice of withdrawal to the Paying Agent in accordance with Section 11.3(b). The Paying Agent shall promptly notify the Company of the receipt by it of any Fundamental Change Purchase Notice or written notice of withdrawal thereof. On or before 10:00 a.m. (New York City time) on the Fundamental Change Purchase Date, the Company shall deposit with the Paying Agent (or if the Company or an Affiliate of the Company is acting as the Paying Agent, shall segregate and hold in trust) cash or Common Stock sufficient to pay the aggregate Fundamental Change Purchase Price of the Securities to be purchased pursuant to this Section 11.1. Payment by the Paying Agent of the Fundamental Change Purchase Price for such Securities shall be made promptly following the later of the Fundamental Change Purchase Date or the time of book-entry transfer or delivery of such Securities. If the Company is delivering Common Stock, the Company shall deliver to each Holder entitled to receive Common Stock, through the Paying Agent, a certificate for the number of full shares of Common Stock, as applicable, issuable in payment of such Fundamental Change Purchase Price and cash in lieu of any fractional interests. The Person in whose name the certificate for Common Stock is registered shall be treated as a holder of record following the Fundamental Change Purchase Date. Subject to Section 12.2 herein and paragraph 7 of the Securities, no payment or adjustment shall be made for dividends on the Common Stock the record date for which occurred on or prior to the Fundamental Change Purchase Date. If the Paying Agent holds, in accordance with the terms of this Indenture, cash or Common Stock sufficient to pay the Fundamental Change Purchase Price of such Securities on the Fundamental Change Purchase Date, then, on and after such date, such Securities shall cease to be outstanding and interest (including any Contingent Interest) and Additional Amounts, if any, on such Securities shall cease to accrue, whether or not book-entry transfer of such Securities is made or such Securities are delivered to the Paying Agent, and all other rights of the Holder shall terminate (other than the right to receive the Fundamental Change Purchase Price and previously accrued and unpaid interest (including any Contingent Interest) and Additional Amounts, if any, upon delivery or transfer of the Securities). If a Holder is paid in Common Stock, the Company shall pay any documentary, stamp or similar issue or transfer tax due on such issue of shares of Common Stock. However, the Holder shall pay any such tax which is due because the Holder requests the shares of Common Stock to be issued in a name other than the Holder's name. The Paying Agent may refuse to deliver the certificates representing the Common Stock being issued in a name other than the Holder's name until the Paying Agent receives a sum sufficient to pay any tax which shall be due because the shares of Common Stock are to be issued in a name other than the Holder's name. Nothing herein shall preclude any withholding tax required by law. The Company shall require each Paying Agent (other than the Trustee) to agree in writing that the Paying Agent shall hold in trust for the benefit of Holders or the Trustee all cash or Common Stock held by the Paying Agent for the payment of the Fundamental Change Purchase Price and shall notify the Trustee of any default by the Company in making any such payment. If the Company or an Affiliate of the Company acts as Paying Agent, it shall segregate the cash and 59 Common Stock held by it as Paying Agent and hold it as a separate trust fund. The Company at any time may require a Paying Agent to deliver all cash or Common Stock held by it to the Trustee and to account for any funds disbursed by the Paying Agent. Upon doing so, the Paying Agent shall have no further liability for the cash or Common Stock delivered to the Trustee. SECTION 11.2. Purchase of Securities at the Option of the Holder. (a) On each of April 15, 2005, April 15, 2008, April 15, 2010, April 15, 2013 and April 15, 2018 (each, a "Purchase Date"), at a Purchase Price 100% of the principal amount of the Securities to be repurchased plus accrued and unpaid interest, including any Contingent Interest, and Additional Amounts, if any, to but excluding the Purchase Date, a Holder shall have the option to require the Company to purchase any outstanding Securities, upon: (1) delivery to the Paying Agent by the Holder of a written notice of purchase (a "Purchase Notice") at any time from the opening of business on the date that is 20 Business Days prior to a Purchase Date until the close of business on the fifth Business Day prior to such Purchase Date, stating: (i) if certificated, the certificate numbers of the Securities which the Holder will deliver to be purchased, or, if not certificated, the Purchase Notice must comply with appropriate DTC procedures; (ii) the portion of the principal amount of the Securities which the Holder will deliver to be purchased, which portion must be $1,000 in principal amount or an integral multiple thereof; (iii) that such Securities shall be purchased as of the Purchase Date pursuant to the terms and conditions specified in paragraph 7 of the Securities and in this Indenture; and (iv) if the Company elects, pursuant to a Company Notice, to pay the Purchase Price to be paid as of the April 15, 2008, the April 15, 2010, the April 15, 2013 or the April 15, 2018 Purchase Dates, in whole or in part, in Common Stock but such portion of the Purchase Price shall ultimately be payable to such Holder in cash because any of the conditions to the payment of the Purchase Price (or portion thereof) in Common Stock are not satisfied prior to the close of business on the last Business Day prior to the relevant Purchase Date, whether such Holder elects (x) to withdraw such Purchase Notice as to some or all of the Securities to which such Purchase Notice relates (stating the principal amount and certificate numbers of the Securities as to which such withdrawal shall relate), or (y) to receive cash in respect of the entire Purchase Price for all Securities (or portions thereof) to which such Purchase Notice relates (provided, that if a Holder, in such Holder's Purchase Notice (and in any written notice of withdrawal of a portion of a Holder's Securities previously submitted for purchase pursuant to a Purchase Notice, the portion that remains subject to the Purchase Notice), fails to indicate such Holder's choice with respect to the 60 foregoing election, such Holder shall be deemed to have elected to receive cash in respect of all Securities subject to such Purchase Notice under the foregoing circumstances); and (2) delivery or book-entry transfer of such Securities to the Paying Agent prior to, on or after the Purchase Date (together with all necessary endorsements) at the offices of the Paying Agent, such delivery or transfer being a condition to receipt by the Holder of the Purchase Price therefor; provided, however, that such Purchase Price shall be so paid pursuant to this Section 11.2 only if the Securities so delivered or transferred to the Paying Agent shall conform in all respects to the description thereof in the related Purchase Notice. (b) The Company shall purchase from a Holder, pursuant to this Section 11.2, Securities if the principal amount of such Securities is $1,000 or a multiple of $1,000 if so requested by such Holder. (c) Any purchase by the Company contemplated pursuant to the provisions of this Section 11.2 shall be consummated by the delivery of the Purchase Price to be received by the Holder promptly following the later of the Purchase Date or the time of book-entry transfer or delivery of the Securities. (d) Notwithstanding anything herein to the contrary, any Holder delivering to the Paying Agent the Purchase Notice contemplated by this Section 11.2 shall have the right at any time prior to the close of business on the Business Day prior to the Purchase Date to withdraw such Purchase Notice (in whole or in part) by delivery of a written notice of withdrawal to the Paying Agent in accordance with Section 11.3(b). (e) The Paying Agent shall promptly notify the Company of the receipt by it of any Purchase Notice or written notice of withdrawal thereof. (f) On or before 10:00 a.m. (New York City time) on the Purchase Date, the Company shall deposit with the Paying Agent (or if the Company or an Affiliate of the Company is acting as the Paying Agent, shall segregate and hold in trust) cash or Common Stock sufficient to pay the aggregate Purchase Price of the Securities to be purchased pursuant to this Section 11.2. Payment by the Paying Agent of the Purchase Price for such Securities shall be made promptly following the later of the Purchase Date or the time of book-entry transfer or delivery of such Securities. If the Company is delivering Common Stock, the Company shall deliver to each Holder entitled to receive Common Stock, through the Paying Agent, a certificate for the number of full shares of Common Stock, as applicable, issuable in payment of such Purchase Price and cash in lieu of any fractional interests. The Person in whose name the certificate for Common Stock is registered shall be treated as a holder of record following the Purchase Date. Subject to Section 12.2 herein and paragraph 7 of the Securities, no payment or adjustment shall be made for dividends on the Common Stock the record date for which occurred on or prior to the Purchase Date. If the Paying Agent holds, in accordance with the terms of the Indenture, cash or Common Stock sufficient to pay the Purchase Price of such Securities on the Purchase Date, then, on and after such date, such Securities shall cease to be outstanding and interest (including any Contingent Interest) and Additional Amounts, if any, on such Securities shall cease to 61 accrue, whether or not book-entry transfer of such Securities is made or such Securities are delivered to the Paying Agent, and all other rights of the Holder shall terminate (other than the right to receive the Purchase Price and previously accrued interest (including any Contingent Interest) and Additional Amounts, if any, upon delivery or transfer of the Securities). If a Holder is paid in Common Stock, the Company shall pay any documentary, stamp or similar issue or transfer tax due on such issue of shares of Common Stock. However, the Holder shall pay any such tax which is due because the Holder requests the shares of Common Stock to be issued in a name other than the Holder's name. The Paying Agent may refuse to deliver the certificates representing the Common Stock being issued in a name other than the Holder's name until the Paying Agent receives a sum sufficient to pay any tax which shall be due because the shares of Common Stock are to be issued in a name other than the Holder's name. Nothing herein shall preclude any withholding tax required by law. (g) The Company shall require each Paying Agent (other than the Trustee) to agree in writing that the Paying Agent shall hold in trust for the benefit of Holders or the Trustee all cash or Common Stock held by the Paying Agent for the payment of the Purchase Price and shall notify the Trustee of any default by the Company in making any such payment. If the Company or an Affiliate of the Company acts as Paying Agent, it shall segregate the cash or Common Stock held by it as Paying Agent and hold it as a separate trust fund. The Company at any time may require a Paying Agent to deliver all cash or Common Stock held by it to the Trustee and to account for any funds disbursed by the Paying Agent. Upon doing so, the Paying Agent shall have no further liability for the cash or Common Stock delivered to the Trustee. (h) Notwithstanding anything herein to the contrary, the portion of the Purchase Price that constitutes accrued and unpaid interest (including any Contingent Interest) and Additional Amounts, if any, on the Securities, shall be paid in cash. SECTION 11.3. Further Conditions and Procedures for Purchase at the Option of the Holder Upon a Fundamental Change and Purchase of Securities at the Option of the Holder. (a) Notice of Purchase Date or Fundamental Change. The Company shall send notices (each, a "Company Notice") to the Holders (and to beneficial owners as required by applicable law) at their addresses shown in the Securities Register maintained by the Registrar, and delivered to the Trustee and Paying Agent, not less than 20 Business Days prior to each Purchase Date, or on or before the 20th day after the occurrence of the Fundamental Change, as the case may be (each such date of delivery, a "Company Notice Date"). Each Company Notice shall include a form of Purchase Notice or Fundamental Change Purchase Notice to be completed by a Holder and shall state: (1) the applicable Purchase Price or Fundamental Change Purchase Price, excluding accrued and unpaid interest, Contingent Interest, if any, and Additional Amounts, if any, Conversion Price at the time of such notice and, to the extent known at the time of such notice, the amount of interest (including any Contingent Interest), if any, and Additional Amounts, if any, that will be payable with respect to the Securities on the applicable Purchase Date or Fundamental Change Purchase Date; 62 (2) the name and address of the Paying Agent and the Conversion Agent; (3) that Securities must be surrendered to the Paying Agent to collect payment of the Purchase Price or Fundamental Change Purchase Price; (4) that Securities as to which a Purchase Notice or Fundamental Change Purchase Notice has been given may be converted only if the applicable Purchase Notice or Fundamental Change Purchase Notice has been withdrawn in accordance with the terms of this Indenture; (5) that the Purchase Price or Fundamental Change Purchase Price for any Securities as to which a Purchase Notice or a Fundamental Change Purchase Notice, as applicable, has been given and not withdrawn shall be paid by the Paying Agent promptly following the later of the Purchase Date or Fundamental Change Purchase Date, as applicable, or the time of book-entry transfer or delivery of such Securities; (6) whether the Company will pay the Purchase Price or Fundamental Change Purchase Price, as the case may be, in cash, in Common Stock or in a combination thereof (specifying the percentages of each) and, if Common Stock is to be issued the method for calculating the Market Price of the Common Stock; (7) the procedures the Holder must follow under Sections 11.1 or 11.2, as applicable, and Section 11.3; (8) briefly, the conversion rights of the Securities; (9) that, unless the Company defaults in making payment of such Purchase Price or Fundamental Change Purchase Price on Securities covered by any Purchase Notice or Fundamental Change Purchase Notice, as applicable, interest (including any Contingent Interest) and Additional Amounts, if any, will cease to accrue on and after the Purchase Date or Fundamental Change Purchase Date, as applicable; (10) the CUSIP or ISIN number of the Securities; and (11) the procedures for withdrawing a Purchase Notice or Fundamental Change Purchase Notice. Simultaneously with providing such Company Notice, the Company will publish a notice containing the information in such Company Notice in a newspaper of general circulation in The City of New York or publish such information on its then existing website or through such other public medium as it may use at the time. At the Company's request, made at least five Business Days prior to the date upon which such notice is to be mailed, and at the Company's expense, the Paying Agent shall give the Company Notice in the Company's name; provided, however, that, in all cases, the text of the Company Notice shall be prepared by the Company. 63 (b) Effect of Purchase Notice or Fundamental Change Purchase Notice; Effect of Event of Default. Upon receipt by the Company of the Purchase Notice or Fundamental Change Purchase Notice specified in Section 11.2(a) or Section 11.1(b), as applicable, the Holder of the Securities in respect of which such Purchase Notice or Fundamental Change Purchase Notice, as the case may be, was given shall (unless such Purchase Notice or Fundamental Change Purchase Notice is withdrawn as specified in the following two paragraphs) thereafter be entitled to receive solely the Purchase Price or Fundamental Change Purchase Price with respect to such Securities. Such Purchase Price or Fundamental Change Purchase Price shall be paid by the Paying Agent to such Holder promptly following the later of (x) the Purchase Date or the Fundamental Change Purchase Date, as the case may be, with respect to such Securities (provided the conditions in Section 11.2(a) or Section 11.1(b), as applicable, have been satisfied) and (y) the time of delivery or book-entry transfer of such Securities to the Paying Agent by the Holder thereof in the manner required by Section 11.2(a) or Section 11.1(b), as applicable. Securities in respect of which a Purchase Notice or Fundamental Change Purchase Notice, as the case may be, has been given by the Holder thereof may not be converted for shares of Common Stock on or after the date of the delivery of such Purchase Notice or Fundamental Change Purchase Notice, as the case may be, unless such Purchase Notice or Fundamental Change Purchase Notice, as the case may be, has first been validly withdrawn as specified in the following two paragraphs. A Purchase Notice or Fundamental Change Purchase Notice, as the case may be, may be withdrawn by means of a written notice of withdrawal delivered to the office of the Paying Agent at any time prior to 5:00 p.m., New York City time, on the Business Day prior to the Purchase Date or the Fundamental Change Purchase Date, as the case may be, to which it relates specifying: (1) the principal amount of the Securities with respect to which such notice of withdrawal is being submitted; (2) if certificated, the certificate number of the Securities in respect of which such notice of withdrawal is being submitted, or, if not certificated, the written notice of withdrawal must comply with appropriate DTC procedures; and (3) the principal amount, if any, of such Securities which remains subject to the original Purchase Notice or Fundamental Change Purchase Notice, as the case may be, and which has been or shall be delivered for purchase by the Company. There shall be no purchase of any Securities pursuant to Section 11.2 or Section 11.1, if an Event of Default has occurred and is continuing (other than a default that is cured by the payment of the Purchase Price or Fundamental Change Purchase Price, as the case may be). The Paying Agent shall promptly return to the respective Holders thereof any Securities (x) with respect to which a Purchase Notice or Fundamental Change Purchase Notice, as the case may be, has been withdrawn in compliance with this Indenture, or (y) held by it during the continuance of an Event of Default (other than a default that is cured by the payment of the Purchase Price or Fundamental Change Purchase Price, as the case may be) in which case, upon such return, the Purchase Notice or Fundamental Change Purchase Notice with respect thereto shall be deemed to have been withdrawn. 64 (c) Securities Purchased in Part. Any Securities that are to be purchased only in part shall be surrendered at the office of the Paying Agent (with, if the Company or the Trustee so requires, due endorsement by, or a written instrument of transfer in form satisfactory to the Company and the Trustee duly executed by, the Holder thereof or such Holder's attorney duly authorized in writing) and the Company shall execute and the Trustee or the Authenticating Agent shall authenticate and deliver to the Holder of such Securities, without service charge, a new Security or Securities, of any authorized denomination as requested by such Holder in aggregate principal amount equal to, and in exchange for, the portion of the principal amount of the Securities so surrendered which is not purchased or redeemed. (d) Covenant to Comply with Securities Laws Upon Purchase of Securities. In connection with any offer to purchase Securities under Section 11.2 or Section 11.1, the Company shall, to the extent applicable, (a) comply with Rules 13e-4 and 14e-1 (and any successor provisions thereto) under the Exchange Act, if applicable; (b) file the related Schedule TO (or any successor schedule, form or report) under the Exchange Act, if applicable; and (c) otherwise comply with all applicable federal and state securities laws so as to permit the rights and obligations under Section 11.2 or Section 11.1 to be exercised in the time and in the manner specified in Section 11.2 or Section 11.1. (e) Repayment to the Company. The Trustee and the Paying Agent shall return to the Company any cash or property that remains unclaimed as provided in paragraph 11 of the Securities, together with interest that the Trustee or Paying Agent, as the case may be, has agreed to pay, if any, held by them for the payment of a Purchase Price or Fundamental Change Purchase Price, as the case may be; provided, however, that to the extent that the aggregate amount of cash or property deposited by the Company pursuant to Section 11.2(f) or Section 11.1(c), as applicable, exceeds the aggregate Purchase Price or Fundamental Change Purchase Price, as the case may be, of the Securities or portions thereof which the Company is obligated to purchase as of the Purchase Date or Fundamental Change Purchase Date, as the case may be, then promptly on and after the Business Day following the Purchase Date or Fundamental Change Purchase Date, as the case may be, the Trustee and the Paying Agent shall return any such excess to the Company together with interest that the Trustee or Paying Agent, as the case may be, has agreed to pay, if any. (f) Company's Right to Elect Manner of Payment of Purchase Price. Subject to Section 11.2(h) or Section 11.1, the Company may elect with respect to the April 15, 2008, the April 15, 2010, the April 15, 2013 or the April 15, 2018 Purchase Dates, or with respect to any Fundamental Change Purchase Date, to pay the Purchase Price or Fundamental Change Purchase Price in respect of the Securities to be purchased pursuant to this Indenture as of such Purchase Date or Fundamental Change Purchase Date, (a) in cash or (b) Common Stock (by the issuance of a number of shares of Common Stock equal to the quotient obtained by dividing (x) the amount of cash to which the Holders would have been entitled had the Company elected to pay all or such specified percentage, as the case may be, of the Purchase Price or Fundamental Change Purchase Price of such Securities in cash by (y) the Market Price of a share of Common Stock), or (c) in any combination of cash and Common Stock, subject to the conditions set forth herein. The Company shall pay cash for fractional interests in Common Stock. For purposes of determining the existence of potential fractional interests, all Securities subject to purchase by the Company held by a Holder shall be considered together (no matter how many separate 65 certificates are to be presented). Each Holder whose Securities are purchased pursuant to this Section 11.3 shall receive the same percentage of cash and/or Common Stock in payment of the Purchase Price or Fundamental Change Purchase Price for such Securities, except (a) as provided herein with regard to the payment of cash in lieu of fractional interests in Common Stock and (b) in the event that the Company is unable to purchase the Securities of a Holder or Holders for Common Stock because any necessary qualifications or registrations of the Common Stock under applicable federal or state securities laws cannot be obtained, the Company may purchase the Securities of such Holder or Holders for cash. (g) Officers' Certificate. At least five Business Days before the Company Notice Date, the Company shall deliver an Officers' Certificate to the Trustee (provided, that at the Company's option, the matters to be addressed in such Officers' Certificate may be divided among two such certificates) specifying: (1) the manner of payment selected by the Company; (2) if the Company elects to pay the Purchase Price or Fundamental Change Purchase Price, or a specified percentage thereof, in Common Stock pursuant to Section 11.3(f), that the conditions to such manner of payment set forth in Section 11.3(i) herein have been or shall be complied with; and (3) whether the Company desires the Trustee to give the Company Notice required by Section 11.3(a) herein. (h) Fractional Shares. The Company shall not issue a fractional share of Common Stock in payment of the Purchase Price or Fundamental Change Purchase Price. Instead the Company shall pay cash for the current market value of the fractional share. The current market value of a fraction of a share shall be determined by multiplying the Market Price by such fraction and rounding the product to the nearest whole cent. It is understood that if a Holder elects to have more than one Security purchased, the number of shares of Common Stock shall be based on the aggregate amount of Securities to be purchased. (i) Conditions to Exercise of Right to Issue Common Stock. The Company's right to exercise its election to purchase the Securities pursuant to Section 11.2 or Section 11.1 herein through the issuance of shares of Common Stock shall be conditioned upon: (1) the Company having given timely written notice in accordance with Section 11.3(a) of its election to purchase all or a specified percentage of the Securities with Common Stock as provided herein; (2) the Common Stock being traded on a national securities exchange or quoted on the Nasdaq National Market at such time; (3) that the information necessary to calculate the market price of the Company's Common Stock is published in a daily newspaper of national circulation; (4) (i) (A) the registration of the shares of Common Stock to be issued in respect of the payment of the specified percentage of the Purchase Price or 66 Fundamental Change Purchase Price under the Securities Act or (B) the issuance of the shares of Common Stock in a transaction which is exempt from the registration requirements of the Securities Act and which will not result in such shares of Common Stock being deemed "restricted securities" as defined in Rule 144 under the Securities Act or otherwise and (ii) the shares of Common Stock being registered under the Exchange Act; (5) any necessary qualification or registration under applicable state securities laws or the availability of an exemption from such qualification and registration; and (6) the receipt by the Trustee of an Officers' Certificate (provided, that at the Company's option, the matters to be addressed in such Officers' Certificate may be divided among two such certificates) and an Opinion of Counsel each stating that (i) the terms of the issuance of the Common Stock are in conformity with this Indenture and (ii) the shares of Common Stock to be issued by the Company in payment of the specified percentage of the Purchase Price or Fundamental Change Purchase Price in respect of Securities have been duly authorized and, when issued and delivered pursuant to the terms of this Indenture in payment of the specified percentage of the Purchase Price or Fundamental Change Purchase Price in respect of Securities, shall be validly issued, fully paid and nonassessable, and, to the best of such counsel's knowledge, free from preemptive rights, and in the case of such Officers' Certificate, stating that conditions (1), (2), (3), (4) and (5) above have been satisfied and, in the case of such Opinion of Counsel, stating that conditions (4) and (5) above have been satisfied. Such Officers' Certificate shall also set forth the number of shares of Common Stock to be issued for each $1,000 principal amount of Securities and the Sale Price of a share of Common Stock on each Trading Day during the period during which the Market Price is calculated and ending on the applicable Purchase Date or Fundamental Change Purchase Date. The Company may elect to pay the Purchase Price or Fundamental Change Purchase Price (or any portion thereof) in Common Stock only if the information necessary to calculate the Market Price is reported in a daily newspaper of national circulation. If any of the conditions set forth in this Section 11.3(i) are not satisfied with respect to a Holder or Holders prior to or on the Purchase Date or Fundamental Change Purchase Date, and the Company elected to purchase the Securities to be purchased as of such Purchase Date or Fundamental Change Purchase Date pursuant to Section 11.2 or Section 11.1 herein through the issuance of shares of Common Stock, the Company shall pay the entire Purchase Price or Fundamental Change Purchase Price in respect of such Securities of such Holder or Holders in cash. The Company shall not change the form or components or percentages of components of consideration to be paid for the Securities once it has given the Company Notice, except as described in the previous sentence. (j) Public Notice. Upon determination of the actual number of shares of Common Stock which the Holder of each $1,000 principal amount of the Securities shall receive, the Company shall publish such determination in a newspaper of general circulation in The City of New York or on the Company's then existing website or through such other public medium as the Company may use at that time. 67 (k) Company's Determination Final and Binding. All questions as to the validity, eligibility (including time of receipt) and acceptance of any Securities for repurchase shall be determined by the Company in good faith, whose determination shall be final and binding absent manifest error. Article XII Conversion Section 12.1. Conversion of Securities. (a) Right to Convert. A Holder may convert its Securities for Common Stock at any time during which the conditions stated in paragraph 8 of the Securities are met. The number of shares of Common Stock issuable upon conversion of a Security shall equal the principal amount divided by the Conversion Price, subject to adjustment as herein set forth. A Holder may convert a portion of the Principal Amount of Securities if the portion is $1,000 or a multiple of $1,000. (b) Conversion Procedures. To convert Securities, a Holder must satisfy the requirements in paragraph 8 of the Securities. The date on which the Holder satisfies all those requirements is the conversion date (the "Conversion Date"). As soon as practicable, but in no event later than the fifth Business Day following the Conversion Date, the Company shall deliver to the Holder, through the Conversion Agent, a certificate for the number of full shares of Common Stock issuable upon the conversion and cash in lieu of any fractional share determined pursuant to Section 12.1(c). The Person in whose name the certificate is registered shall be treated as a stockholder of record on and after the Conversion Date; provided, however, that no surrender of Securities on any date when the stock transfer books of the Company shall be closed shall be effective to constitute the Person or Persons entitled to receive the shares of Common Stock upon such conversion as the record holder or holders of such shares of Common Stock on such date, but such surrender shall be effective to constitute the Person or Persons entitled to receive such shares of Common Stock as the record holder or holders thereof for all purposes at the close of business on the next succeeding day on which such stock transfer books are open; such conversion shall be at the Conversion Price in effect on the date that such Securities shall have been surrendered for conversion, as if the stock transfer books of the Company had not been closed. Upon completion of conversion of Securities, such Person shall no longer be a Holder of such Securities. No payment or adjustment shall be made for dividends on or other distributions with respect to any Common Stock except as provided in Section 12.2 or as otherwise provided in this Indenture. On conversion of Securities, that portion of accrued interest including accrued Contingent Interest with respect to the converted Securities shall not be canceled, extinguished or forfeited, but rather shall be deemed to be paid in full to the Holder thereof through delivery of the Common Stock (together with the cash payment, if any, in lieu of fractional shares) in exchange for the Securities being converted pursuant to the provisions hereof, and the Fair 68 Market Value (as determined by the Board of Directors, whose determination shall be conclusive evidence of such Fair Market Value and which shall be evidenced by an Officers' Certificate delivered to the Trustee) of such shares of Common Stock (together with any such cash payment in lieu of fractional shares) shall be treated as issued, to the extent thereof, first in exchange for interest accrued and unpaid through the Conversion Date and any Contingent Interest, and the balance, if any, of such Fair Market Value (determined as aforesaid) of such Common Stock (and any such cash payment) shall be treated as issued in exchange for the principal amount of the Securities being converted pursuant to the provisions hereof. Notwithstanding the foregoing, a Holder shall be entitled to receive accrued and unpaid interest, including any Contingent Interest and any Additional Amounts in respect of a Security if the Company calls such Security for redemption and such Holder converts its Security prior to the Redemption Date. If a Holder converts more than one Security at the same time, the number of shares of Common Stock issuable upon the conversion shall be based on the total principal amount of the Securities converted. Upon surrender of a Security that is converted in part, the Company shall execute, and the Trustee or the Authenticating Agent shall authenticate and deliver to the Holder, a new Security in an authorized denomination equal in principal amount to the unconverted portion of the Security surrendered. If the last day on which Securities may be converted is a legal holiday in a place where a Conversion Agent is located, the Securities may be surrendered to that Conversion Agent on the next succeeding day that it is not a legal holiday. (c) Cash Payments in Lieu of Fractional Shares. The Company shall not issue a fractional share of Common Stock upon conversion of Securities. Instead the Company shall deliver cash for the current market value of the fractional share. The current market value of a fractional share shall be determined to the nearest 1/10,000th of a share by multiplying the Sale Price of a full share of Common Stock on the Trading Day immediately preceding the Conversion Date by the fractional amount and rounding the product to the nearest whole cent. (d) Taxes on Conversion. If a Holder converts Securities, the Company shall pay any documentary, stamp or similar issue or transfer tax due on the issue of shares of Common Stock upon the conversion. However, the Holder shall pay any such tax which is due because the Holder requests the shares to be issued in a name other than the Holder's name. The Conversion Agent may refuse to deliver the certificates representing the Common Stock being issued in a name other than the Holder's name until the Conversion Agent receives a sum sufficient to pay any tax which shall be due because the shares are to be issued in a name other than the Holder's name. Nothing herein shall preclude any withholding of tax required by law. (e) Covenants of the Company. The Company shall, prior to issuance of any Securities hereunder, and from time to time as may be necessary, reserve out of its authorized but unissued Common Stock a sufficient number of shares of Common Stock to permit the conversion of the Securities. 69 All shares of Common Stock delivered upon conversion of the Securities shall be newly issued shares or treasury shares, shall be duly and validly issued and fully paid and nonassessable and shall be free from preemptive rights and free of any lien or adverse claim. The Company shall endeavor promptly to comply with all federal and state securities laws regulating the order and delivery of shares of Common Stock upon the conversion of Securities, if any, and shall cause to have listed or quoted all such shares of Common Stock on each U.S. national securities exchange or over-the-counter or other domestic market on which the Common Stock is then listed or quoted. Section 12.2 . Adjustments to Conversion Price. The Conversion Price shall be adjusted from time to time by the Company as follows: (a) In case the Company shall (i) pay a dividend on its Common Stock in shares of Common Stock, (ii) make a distribution on its Common Stock in shares of Common Stock, (iii) subdivide its outstanding Common Stock into a greater number of shares, or (iv) combine its outstanding Common Stock into a smaller number of shares, the Conversion Price in effect immediately prior thereto shall be adjusted so that the Holder of any Security thereafter surrendered for conversion shall be entitled to receive that number of shares of Common Stock which it would have owned had such Security been converted immediately prior to the happening of such event. An adjustment made pursuant to this subsection (a) shall become effective immediately after the record date in the case of a dividend or distribution and shall become effective immediately after the effective date in the case of subdivision or combination. The Company will not pay any dividend on or make any distribution on shares of its Common Stock held in the treasury of the Company. (b) In case the Company shall issue rights or warrants to all or substantially all holders of its Common Stock entitling them (for a period commencing no earlier than the record date described below and expiring not more than 60 days after such record date) to subscribe for or purchase shares of Common Stock (or securities convertible into Common Stock) at a price per share (or having a conversion price per share) less than the Market Price per share of Common Stock on the record date for the determination of shareholders entitled to receive such rights or warrants, the Conversion Price in effect immediately prior thereto shall be adjusted so that the same shall equal the price determined by multiplying the Conversion Price in effect immediately prior to such record date by a fraction of which the numerator shall be the number of shares of Common Stock outstanding on such record date plus the number of shares which the aggregate offering price of the total number of shares of Common Stock so offered (or the aggregate conversion price of the convertible securities so offered, which shall be determined by multiplying the number of shares of Common Stock issuable upon conversion of such convertible securities by the conversion price per share of Common Stock pursuant to the terms of such convertible securities) would purchase at the Market Price per share of Common Stock on such record date and of which the denominator shall be the number of shares of Common Stock outstanding on such record date plus the number of additional shares of Common Stock offered (or into which the convertible securities so offered are convertible). Such adjustment shall be made successively whenever any such rights or warrants are issued, and shall become effective immediately after such record date. If at the end of the period during which such rights or warrants are exercisable not all rights or warrants shall have been exercised, the adjusted 70 Conversion Price shall be immediately readjusted to what it would have been based upon the number of additional shares of Common Stock actually issued (or the number of shares of Common Stock issuable upon conversion of convertible securities actually issued). (c) In case the Company shall distribute to all or substantially all holders of its Common Stock (i) any shares of Capital Stock (other than dividends or distributions of Common Stock on Common Stock to which Section 12.2(a) applies) of the Company, or (ii) evidences of indebtedness or (iii) other assets (including securities of any person other than the Company, but excluding (A) all-cash distributions to which Section 12.2(d)) applies, (B) any rights or warrants referred to in Section 12.2(b) or (C) any dividends or distributions exclusively in cash in an aggregate amount that, together with all other all-cash distributions to all or substantially all holders of the Company's Common Stock made within the preceding 12 months in respect of which no Conversion Price adjustment pursuant to this Section 12.2 has been made, does not exceed an amount equal to 10% of the Company's market capitalization on the Business Day immediately preceding the day on which the Company declares such distribution), then in each such case the Conversion Price shall be adjusted so that the same shall equal the price determined by multiplying the current Conversion Price by a fraction of which the numerator shall be the current market price per share (as defined in Section 12.2(e)) of the Common Stock on the record date mentioned below less the Fair Market Value on such record date (as determined by the Board of Directors, whose determination shall be conclusive evidence of such Fair Market Value and which shall be evidenced by an Officers' Certificate delivered to the Trustee) of the portion of the Capital Stock, evidences of indebtedness or other non-cash assets so distributed or of such rights or warrants applicable to one share of Common Stock (determined on the basis of the number of shares of Common Stock outstanding on the record date) and of which the denominator shall be the current market price per share (as defined in Section 12.2(e)) of the Common Stock on such record date. Such adjustment shall be made successively whenever any such distribution is made and shall become effective after the record date for the determination of shareholders entitled to receive such distribution. If, subject to customary exceptions, upon conversion of the Securities the Holders will receive, in addition to the Common Stock issuable upon such conversion, the rights issued under a shareholder rights plan (notwithstanding the occurrence of an event causing such rights to separate from the Common Stock at or prior to the time of conversion), any distribution of rights or warrants pursuant to such a stockholder rights plan shall not constitute a distribution of rights or warrants for the purposes of this Section 12.2(c). Rights or warrants distributed by the Company to all holders of Common Stock entitling the holders thereof to subscribe for or purchase shares of the Company's Capital Stock (either initially or under certain circumstances), which rights or warrants, until the occurrence of a specified event or events ("Trigger Event"): (i) are deemed to be transferred with such shares of Common Stock; (ii) are not exercisable; and (iii) are also issued in respect of future issuances of Common Stock, shall be deemed not to have been distributed for purposes of this Section 12.2(c) (and no adjustment to the Conversion Price under this Section 12.2(c) will be required) until the occurrence of the earliest Trigger Event. If such right or warrant is subject to subsequent events, upon the occurrence of which such right or warrant shall become exercisable to purchase different securities, evidences of indebtedness or other assets or entitle the holder to purchase a different number or amount of the foregoing or to purchase any of the foregoing at a different 71 purchase price, then the occurrence of each such event shall be deemed to be the date of issuance and record date with respect to a new right or warrant (and a termination or expiration of the existing right or warrant without exercise by the holder thereof). In addition, in the event of any distribution (or deemed distribution) of rights or warrants, or any Trigger Event or other event (of the type described in the preceding sentence) with respect thereto, that resulted in an adjustment to the Conversion Price under this Section 12.2(c), (1) in the case of any such rights or warrants which shall all have been redeemed or repurchased without exercise by any holders thereof, the Conversion Price shall be readjusted upon such final redemption or repurchase to give effect to such distribution or Trigger Event, as the case may be, as though it were a cash distribution, equal to the per share redemption or repurchase price received by a holder of Common Stock with respect to such rights or warrants (assuming such holder had retained such rights or warrants), made to all holders of Common Stock as of the date of such redemption or repurchase, and (2) in the case of such rights or warrants all of which shall have expired or been terminated without exercise, the Conversion Price shall be readjusted as if such rights and warrants had never been issued. (d) In case the Company shall, by dividend or otherwise, at any time distribute (a "Triggering Distribution") to all or substantially all holders of its Common Stock all-cash distributions in an aggregate amount that, together with the aggregate amount of (A) any cash and the Fair Market Value (as determined by the Board of Directors, whose determination shall be conclusive evidence thereof and which shall be evidenced by an Officers' Certificate delivered to the Trustee) of any other consideration payable in respect of any tender offer by the Company or a Subsidiary of the Company for Common Stock consummated within the 12 months preceding the date of payment of the Triggering Distribution and in respect of which no Conversion Price adjustment pursuant to this Section 12.2 has been made and (B) all other cash distributions to all or substantially all holders of its Common Stock made within the 12 months preceding the date of payment of the Triggering Distribution and in respect of which no Conversion Price adjustment pursuant to this Section 12.2 has been made, exceeds an amount equal to 10% of the product of the current market price per share of Common Stock (as determined in accordance with subsection (e) of this Section 12.2) on the Business Day (the "Determination Date") immediately preceding the day on which such Triggering Distribution is declared by the Company multiplied by the number of shares of Common Stock outstanding on the Determination Date (excluding shares held in the treasury of the Company), the Conversion Price shall be reduced so that the same shall equal the price determined by multiplying such Conversion Price in effect immediately prior to the Determination Date by a fraction of which the numerator shall be the Market Price per share of the Common Stock on the Determination Date less the sum of the aggregate amount of cash and the aggregate Fair Market Value (determined as aforesaid) of any such other consideration so distributed, paid or payable within such 12 months (including, without limitation, the Triggering Distribution) applicable to one share of Common Stock (determined on the basis of the number of shares of Common Stock outstanding on the Determination Date), and of which the denominator shall be such Market Price per share of the Common Stock on the Determination Date, such reduction to become effective immediately prior to the opening of business on the day following the date on which the Triggering Distribution is paid; provided that, in the event the portion of the cash so distributed applicable to one share of Common Stock is equal to or greater than such Market Price per share of the Common Stock, in lieu of the foregoing, an adequate adjustment provision shall be made so that each holder of Securities shall have the right to receive upon conversion the amount of 72 cash such holder would have received had such holder converted each Security immediately prior to such distribution. (e) In case any tender offer made by the Company or any of its Subsidiaries for Common Stock shall expire and such tender offer (as amended upon the expiration thereof) shall involve the payment of aggregate consideration in an amount (determined as the sum of the aggregate amount of cash consideration and the aggregate Fair Market Value (as determined by the Board of Directors, whose determination shall be conclusive evidence thereof and which shall be evidenced by an Officers' Certificate delivered to the Trustee thereof ) of any other consideration) that, together with the aggregate amount of (A) any cash and the Fair Market Value (as determined by the Board of Directors, whose determination shall be conclusive evidence thereof and which shall be evidenced by an Officers' Certificate delivered to the Trustee) of any other consideration payable in respect of any other tender offers by the Company or any Subsidiary of the Company for Common Stock consummated within the 12 months preceding the date of the Expiration Date (as defined below) and in respect of which no Conversion Price adjustment pursuant to this Section 12.2 has been made and (B) all cash distributions to all or substantially all holders of its Common Stock made within the 12 months preceding the Expiration Date and in respect of which no Conversion Price adjustment pursuant to this Section 12.2 has been made, exceeds an amount equal to 10% of the product of the Market Price per share of Common Stock as of the last date (the "Expiration Date") tenders could have been made pursuant to such tender offer (as it may be amended) (the last time at which such tenders could have been made on the Expiration Date is hereinafter sometimes called the "Expiration Time") multiplied by the number of shares of Common Stock outstanding (including tendered shares but excluding any shares held in the treasury of the Company) at the Expiration Time, then, immediately prior to the opening of business on the day after the Expiration Date, the Conversion Price shall be reduced so that the same shall equal the price determined by multiplying the Conversion Price in effect immediately prior to close of business on the Expiration Date by a fraction of which the numerator shall be the product of the number of shares of Common Stock outstanding (including tendered shares but excluding any shares held in the treasury of the Company) at the Expiration Time multiplied by the Market Price per share of the Common Stock on the Trading Day next succeeding the Expiration Date, and of which the denominator shall be the sum of (x) the aggregate consideration (determined as aforesaid) payable to stockholders based on the acceptance (up to any maximum specified in the terms of the tender offer) of all shares validly tendered and not withdrawn as of the Expiration Time (the shares deemed so accepted, up to any such maximum, being referred to as the "Purchased Shares") and (y) the product of the number of shares of Common Stock outstanding (less any Purchased Shares and excluding any shares held in the treasury of the Company) at the Expiration Time and the Market Price per share of Common Stock on the Trading Day next succeeding the Expiration Date, such reduction to become effective immediately prior to the opening of business on the day following the Expiration Date. In the event that the Company is obligated to purchase shares pursuant to any such tender offer, but the Company is permanently prevented by applicable law from effecting any or all such purchases or any or all such purchases are rescinded, the Conversion Price shall again be adjusted to be the Conversion Price which would have been in effect based upon the number of shares actually purchased. If the application of this Section 12.2(e) to any tender offer would result in a decrease in the Conversion Price, no adjustment shall be made for such tender offer under this Section 12.2(e). 73 (f) For purposes of this Section 12.2, the term "tender offer" shall mean and include both tender offers and exchange offers, all references to "purchases" of shares in tender offers (and all similar references) shall mean and include both the purchase of shares in tender offers and the acquisition of shares pursuant to exchange offers, and all references to "tendered shares" (and all similar references) shall mean and include shares tendered in both tender offers and exchange offers. (g) The Company may make such reductions to the Conversion Price, as the Board of Directors considers to be advisable to avoid or diminish any income tax to holders of Common Stock or rights to purchase Common Stock resulting from any dividend or distribution of stock (or rights to acquire stock) or from any event treated as such for income tax purposes. To the extent permitted by applicable law, the Company may from time to time reduce the Conversion Price by any amount for any period of time if the period is at least 20 days, the reduction is irrevocable during the period and the board of directors of the Company shall have made a determination that such reduction would be in the best interests of the Company, which determination shall be conclusive. Whenever the Conversion Price is reduced pursuant to the preceding sentence, the Company shall mail to the holders of record of the Securities a notice of reduction at least 15 days prior to the date the reduced Conversion Price takes effect, and such notice shall state the reduced Conversion Price and the period during which it will be in effect. (h) For purposes of this Section 12.2, the number of shares of Common Stock at any time outstanding shall not include shares held in the treasury of the Company but shall include shares issuable in respect of scrip certificates issued in lieu of fractions of shares of Common Stock. The Company shall not pay any dividend or make any distribution on shares of Common Stock held in the treasury of the Company. Section 12.3. Miscellaneous Provisions Relating to Conversion. (a) Calculation Methodology. No adjustment in the Conversion Price need be made unless the adjustment would require an increase or decrease of at least 1% in the Conversion Price then in effect provided that any adjustment that would otherwise be required to be made shall be carried forward and taken into account in any subsequent adjustment. Except as stated in Section 12.2, the Conversion Price will not be adjusted for the issuance of Common Stock or any securities convertible into or exchangeable for Common Stock or carrying the right to purchase any of the foregoing. Any adjustments that are made shall be carried forward and taken into account in any subsequent adjustment. All calculations under Section 12.1, Section 12.2 and Section 12.3 shall be made to the nearest cent or to the nearest 1/10,000th of a share, as the case may be. (b) When No Adjustment Required. No adjustment to the Conversion Price need be made: (1) upon the issuance of any shares of Common Stock pursuant to any present or future plan providing for the reinvestment of dividends or interest payable on 74 securities of the Company and the investment of additional optional amounts in shares of Common Stock under any plan; (2) upon the issuance of any shares of Common Stock or options or rights to purchase those shares pursuant to any present or future employee, director or consultant benefit plan or program of or assumed by the Company or any of its Subsidiaries; (3) upon the issuance of any shares of Common Stock pursuant to any option, warrant, right, or exercisable, exchangeable or convertible security outstanding as of the date the Securities were first issued; (4) for a change in the par value or no par value of the Common Stock; or (5) for accrued and unpaid interest (including any Contingent Interest or Additional Amounts). To the extent the Securities become convertible into cash, assets, property or securities (other than capital stock of the Company), no adjustment shall be made thereafter as to the cash, assets, property or such securities. Interest shall not accrue on such cash. (c) Notice of Adjustment. Whenever the Conversion Price is adjusted, the Company shall promptly mail to Holders a notice of the adjustment. The Company shall file with the Trustee and the Conversion Agent such notice. The certificate shall, absent manifest error, be conclusive evidence that the adjustment is correct. Neither the Trustee nor any Conversion Agent shall be under any duty or responsibility with respect to any such certificate except to exhibit the same to any Holder desiring inspection thereof. (d) Notice to Holders Prior to Certain Actions. In case: (1) the Company shall declare a dividend (or any other distribution) on its Common Stock that would require an adjustment in the Conversion Price pursuant to Section 12.2; (2) the Company shall authorize the granting to all or substantially all the holders of its Common Stock of rights or warrants to subscribe for or purchase any share of any class or any other rights or warrants; (3) of any reclassification or reorganization of the Common Stock of the Company (other than a subdivision or combination of its outstanding Common Stock, or a change in par value, or from par value to no par value, or from no par value to par value), or of any consolidation or merger to which the Company is a party and for which approval of any shareholders of the Company is required, or of the sale or transfer of all or substantially all of the assets of the Company; or (4) of the voluntary or involuntary dissolution, liquidation or winding-up of the Company, the Company shall cause to be filed with the Trustee and to be mailed to each Holder at its address appearing on the Securities Register, as promptly as 75 possible but in any event at least 15 days prior to the applicable date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution or rights or warrants, or, if a record is not to be taken, the date as of which the holders of Common Stock of record to be entitled to such dividend, distribution, or rights or warrants are to be determined or (y) the date on which such reclassification, reorganization, consolidation, merger, sale, transfer, dissolution, liquidation or winding-up is expected to become effective or occur, and the date as of which it is expected that holders of Common Stock of record shall be entitled to exchange their Common Stock for securities or other property deliverable upon such reclassification, reorganization, consolidation, merger, sale, transfer, dissolution, liquidation or winding-up. Failure to give such notice, or any defect therein, shall not affect the legality or validity of such dividend, distribution, reclassification, reorganization, consolidation, merger, sale, transfer, dissolution, liquidation or winding-up. (e) Effect of Reclassification, Consolidation, Merger, Binding Share Exchange or Sale. If any of the following events occur, namely (a) any reclassification or change of outstanding shares of Common Stock (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination); (b) any consolidation, merger, combination or binding share exchange of the Company with another corporation as a result of which holders of Common Stock shall be entitled to receive stock, securities or other property or assets (including cash) with respect to or in exchange for such Common Stock; or (c) any sale or conveyance of the properties and assets of the Company as, or substantially as, an entirety to any other corporation as a result of which holders of Common Stock shall be entitled to receive stock, other securities or other property or assets (including cash) with respect to or in exchange for such Common Stock, then the Company or the successor or purchasing corporation, as the case may be, shall execute with the Trustee a supplemental indenture, providing that each Security shall be convertible into the kind and amount of shares of stock and other securities or property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combination, binding share exchange, sale or conveyance by a holder of a number of shares of Common Stock issuable upon conversion of such Security immediately prior to such reclassification, change, consolidation, merger, combination, binding share exchange, sale or conveyance. Such supplemental indenture shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section 12.3(e). The Company shall cause notice of the execution of such supplemental indenture to be mailed to each Holder, at its address appearing on the Securities Register, within 20 days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of such supplemental indenture. The above provisions of this Section shall similarly apply to successive reclassifications, changes, consolidations, mergers, combinations, binding share exchanges, sales and conveyances. If this Section 12.3(e) applies to any event or occurrence, Section 12.2 shall not apply. 76 (f) Responsibility of Trustee. The Trustee and any other Conversion Agent shall not at any time be under any duty or responsibility to any Holder to either calculate the Conversion Price or determine whether any facts exist which may require any adjustment of the Conversion Price, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed, or herein or in any supplemental indenture provided to be employed, in making the same and shall be protected in relying upon an Officers' Certificate with respect to the same. The Trustee and any other Conversion Agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of Common Stock, or of any securities or property, which may at any time be issued or delivered upon the conversion of any Securities and the Trustee and any other Conversion Agent make no representations with respect thereto. Subject to the provisions of Article VII of this Indenture, neither the Trustee nor any Conversion Agent shall be responsible for any failure of the Company to issue, transfer or deliver any shares of Common Stock or stock certificates or other securities or property or cash upon the surrender of any Securities for the purpose of conversion or to comply with any of the duties, responsibilities or covenants of the Company contained in this Section. Without limiting the generality of the foregoing, neither the Trustee nor any Conversion Agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 12.3(e) relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Holders upon the conversion of their Securities after any event referred to in such Section 12.3(e) or to any adjustment to be made with respect thereto, but, subject to the provisions of Article VII of this Indenture, may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the Officers' Certificate (which the Company shall be obligated to file with the Trustee prior to the execution of any such supplemental indenture) with respect thereto. (g) Successive Adjustments. After an adjustment to the Conversion Price under Section 12.2, any subsequent event requiring an adjustment under Section 12.2 shall cause an adjustment to the Conversion Price as so adjusted. (h) General Considerations. Whenever successive adjustments to the Conversion Price are called for pursuant to Section 12.2 or Section 12.3, such adjustments shall be made to the Market Price as may be necessary or appropriate to effectuate the intent of Section 12.2 and Section 12.3 and to avoid unjust or inequitable results as determined in good faith by the Board of Directors. Article XIII Miscellaneous Section 13.1. Trust Indenture Act Controls. If any provision of this Indenture limits, qualifies or conflicts with another provision which is required to be included in this Indenture by the TIA, the provision required by the TIA shall control. Each Subsidiary Guarantor in addition to performing its obligations under its Subsidiary Guarantee shall perform such other obligations as may be imposed upon it with respect to this Indenture under the TIA. 77 Section 13.2. Notices. Any notice or communication shall be in writing and delivered in person or mailed by first-class mail addressed as follows: if to the Company: Manor Care, Inc. 333 North Summit Street, 16 (th) floor Toledo, Ohio 436699-0086 Attention: Mr. Paul Ormond, Chief Executive Officer With a copy to: Latham & Watkins Illinois LLC Sears Tower, Suite 5800 Chicago, Illinois 60606 Attention: Michael Levin, Esq. if to the Trustee: National City Bank 629 Euclid Avenue Cleveland, OH 44114-3484 Attention: Corporate Trust Department Locator 01-3116 For purposes of Section 2.5 (with respect to presentation of Securities for payment or for registrations of transfer or exchange) if to the Trustee: National City Bank, c/o The Depository Trust Company, Transfer Agent Drop Service, 55 Water Street, Jeanette Park Entrance, New York, New York 10041. The Company or the Trustee by notice to the other may designate additional or different addresses for subsequent notices or communications. Any notice or communication mailed to a registered Securityholder shall be mailed to the Securityholder at the Securityholder's address as it appears on the registration books of the Registrar and shall be sufficiently given if so mailed within the time prescribed. Failure to mail a notice or communication to a Securityholder or any defect in it shall not affect its sufficiency with respect to other Securityholders. If a notice or communication is mailed in the manner provided above, it is duly given, whether or not the addressee receives it, except that notices to the Trustee shall be effective only upon receipt. Section 13.3. Communication by Holders with other Holders. Securityholders may communicate pursuant to TIA Section 312(b) with other Securityholders with respect to their rights under this Indenture or the Securities. The Company, the Trustee, the Registrar and anyone else shall have the protection of TIA Section 312(c). 78 Section 13.4. Certificate and Opinion as to Conditions Precedent. Upon any request or application by the Company to the Trustee to take or refrain from taking any action under this Indenture, the Company shall furnish to the Trustee: (1) an Officers' Certificate in form and substance reasonably satisfactory to the Trustee stating that, in the opinion of the signers, all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with; and (2) an Opinion of Counsel in form and substance reasonably satisfactory to the Trustee stating that, in the opinion of such counsel, all such conditions precedent have been complied with. Section 13.5. Statements Required in Certificate or Opinion. Each certificate or opinion with respect to compliance with a covenant or condition provided for in this Indenture shall include: (1) a statement that the individual making such certificate or opinion has read such covenant or condition; (2) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based; (3) a statement that, in the opinion of such individual, he has made such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not such covenant or condition has been complied with; and (4) a statement as to whether or not, in the opinion of such individual, such covenant or condition has been complied with. In giving such Opinion of Counsel, counsel may rely as to factual matters on an Officers' Certificate or on certificates of public officials. Section 13.6. When Securities Disregarded. In determining whether the Holders of the required principal amount of Securities have concurred in any direction, waiver or consent, Securities owned by the Company or by any Person directly or indirectly controlling or controlled by or under direct or indirect common control with the Company shall be disregarded and deemed not to be outstanding, except that, for the purpose of determining whether the Trustee shall be protected in relying on any such direction, waiver or consent, only Securities which the Trustee knows are so owned shall be so disregarded. Also, subject to the foregoing, only Securities outstanding at the time shall be considered in any such determination. Section 13.7. Rules by Trustee, Paying Agent and Registrar. The Trustee may make reasonable rules for action by, or a meeting of, Securityholders. The Registrar and the Paying Agent may make reasonable rules for their functions. 79 Section 13.8. Legal Holidays. A "Legal Holiday" is a Saturday, a Sunday or other day on which commercial banking institutions are authorized or required to be closed in New York City or Cleveland, Ohio. If a payment date is a Legal Holiday, payment shall be made on the next succeeding day that is not a Legal Holiday, and no interest, Contingent Interest or Additional Amounts shall accrue for the intervening period. If a regular record date is a Legal Holiday, the record date shall not be affected. SECTION 13.9. GOVERNING LAW. THIS INDENTURE AND THE SECURITIES SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. Section 13.10. No Recourse Against Others. An incorporator, director, officer, employee, Affiliate or stockholder of the Company or any Subsidiary Guarantor, solely by reason of this status, shall not have any liability for any obligations of the Company or any Subsidiary Guarantor under the Securities, this Indenture or the Subsidiary Guarantees or for any claim based on, in respect of or by reason of such obligations or their creation. By accepting a Security, each Securityholder shall waive and release all such liability. The waiver and release shall be part of the consideration for the issue of the Securities. Section 13.11. Successors. All agreements of the Company in this Indenture and the Securities shall bind their respective successors. All agreements of the Trustee in this Indenture shall bind its successors. Section 13.12. Multiple Originals. The parties may sign any number of copies of this Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. One signed copy is enough to prove this Indenture. Section 13.13. Qualification of Indenture. The Company shall qualify this Indenture under the TIA in accordance with the terms and conditions of the Registration Rights Agreement and shall pay all reasonable costs and expenses (including attorneys' fees and expenses for the Company, the Trustee and the Holders) incurred in connection therewith, including, but not limited to, costs and expenses of qualification of this Indenture and the Securities and printing this Indenture and the Securities. The Trustee shall be entitled to receive from the Company any such Officers' Certificates, Opinions of Counsel or other documentation as it may reasonably request in connection with any such qualification of this Indenture under the TIA. Section 13.14. Table of Contents; Headings. The table of contents, cross-reference sheet and headings of the Articles and Sections of this Indenture have been inserted for convenience of reference only, are not intended to be considered a part hereof and shall not modify or restrict any of the terms or provisions hereof. 80 IN WITNESS WHEREOF, the parties have caused this Indenture to be duly executed as of the date first written above. MANOR CARE, INC. By: /s/ Geoffrey G. Meyers ---------------------- Name: Geoffrey G. Meyers Title: Executive Vice President and Chief Financial Officer 81 SUBSIDIARY GUARANTORS AMERICAN HOSPITAL BUILDING CORPORATION AMERICANA HEALTHCARE CENTER OF PALOS TOWNSHIP, INC. AMERICANA HEALTHCARE CORPORATION OF GEORGIA AMERICANA HEALTHCARE CORPORATION OF NAPLES ANCILLARY SERVICES MANAGEMENT, INC. BAILY NURSING HOME, INC. BIRCHWOOD MANOR, INC. BLUE RIDGE REHABILITATION SERVICES, INC. CANTERBURY VILLAGE, INC. CHARLES MANOR, INC. CHESAPEAKE MANOR, INC. DEKALB HEALTHCARE CORPORATION DEVON MANOR CORPORATION DISTCO, INC. DIVERSIFIED REHABILITATION SERVICES, INC. DONAHOE MANOR, INC. EAST MICHIGAN CARE CORPORATION EXECUTIVE ADVERTISING, INC. EYE-Q NETWORK, INC. 82 FOUR SEASONS NURSING CENTERS, INC. GEORGIAN BLOOMFIELD, INC. GREENVIEW MANOR, INC. HCR HOME HEALTH CARE AND HOSPICE, INC. HCR HOSPITAL HOLDING COMPANY, INC. HCR INFORMATION CORPORATION HCR MANORCARE MEDICAL SERVICES OF FLORIDA, INC. HCR PHYSICIAN MANAGEMENT SERVICES, INC. HCR REHABILITATION CORP. HCRA OF TEXAS, INC. HCRC INC. HEALTH CARE AND RETIREMENT CORPORATION OF AMERICA HEARTLAND CAREPARTNERS, INC. HEARTLAND EMPLOYMENT SERVICES, INC. HEARTLAND HOME CARE, INC. HEARTLAND HOME HEALTH CARE SERVICES, INC. HEARTLAND HOSPICE SERVICES, INC. HEARTLAND INFORMATION SERVICES, INC. (fka Heartland Medical Information Services) HEARTLAND MANAGEMENT SERVICES, INC. 83 HEARTLAND REHABILITATION SERVICES OF FLORIDA, INC. HEARTLAND REHABILITATION SERVICES, INC. HEARTLAND SERVICES CORP. HERBERT LASKIN, RPT - JOHN MCKENZIE, RPT PHYSICAL THERAPY PROFESSIONAL ASSOCIATES, INC. HGCC OF ALLENTOWN, INC. IN HOME HEALTH, INC. INDUSTRIAL WASTES, INC. IONIA MANOR, INC. JACKSONVILLE HEALTHCARE CORPORATION KENSINGTON MANOR, INC. KNOLLVIEW MANOR, INC. LEADER NURSING AND REHABILITATION CENTER OF BETHEL PARK, INC. LEADER NURSING AND REHABILITATION CENTER OF GLOUCESTER, INC. LEADER NURSING AND REHABILITATION CENTER OF SCOTT TOWNSHIP, INC. LEADER NURSING AND REHABILITATION CENTER OF VIRGINIA INC. LINCOLN HEALTH CARE, INC. MANOR CARE AVIATION, INC. MANOR CARE OF AKRON, INC. MANOR CARE OF AMERICA, INC 84 MANOR CARE OF ARIZONA, INC. MANOR CARE OF ARLINGTON, INC. MANOR CARE OF BOCA RATON, INC. MANOR CARE OF BOYNTON BEACH, INC. MANOR CARE OF CANTON, INC. MANOR CARE OF CENTERVILLE, INC MANOR CARE OF CHARLESTON, INC. MANOR CARE OF CINCINNATI, INC. MANOR CARE OF COLUMBIA, INC. MANOR CARE OF DARIEN, INC. MANOR CARE OF DELAWARE COUNTY, INC. MANOR CARE OF DUNEDIN, INC. MANOR CARE OF FLORIDA, INC. MANOR CARE OF HINSDALE, INC. MANOR CARE OF KANSAS, INC. MANOR CARE OF KINGSTON COURT, INC. MANOR CARE OF LARGO, INC. MANOR CARE OF LEXINGTON, INC. MANOR CARE OF MEADOW PARK, INC. MANOR CARE OF MIAMISBURG, INC MANOR CARE OF NORTH OLMSTEAD, INC. MANOR CARE OF PINEHURST, INC. MANOR CARE OF PLANTATION, INC. 85 MANOR CARE OF ROLLING MEADOWS, INC. MANOR CARE OF ROSSVILLE, INC. MANOR CARE OF SARASOTA, INC. MANOR CARE OF WILLOUGHBY, INC. MANOR CARE OF WILMINGTON, INC. MANOR CARE OF YORK (NORTH), INC. MANOR CARE OF YORK (SOUTH), INC. MANOR CARE PROPERTIES, INC. MANORCARE HEALTH SERVICES OF BOYNTON BEACH, INC. MANORCARE HEALTH SERVICES OF NORTHHAMPTON COUNTY, INC. MANORCARE HEALTH SERVICES OF VIRGINIA, INC. MANORCARE HEALTH SERVICES, INC. MARINA VIEW MANOR, INC. MEDI-SPEECH SERVICE, INC. MID-SHORE PHYSICAL THERAPY ASSOCIATES, INC. MILESTONE HEALTH SYSTEMS, INC. MILESTONE HEALTHCARE, INC. MILESTONE REHABILITATION SERVICES, INC. MILESTONE STAFFING SERVICES, INC. MILESTONE THERAPY SERVICES, INC. 86 MNR FINANCE CORP. MRC REHABILITATION, INC. NEW MANORCARE HEALTH SERVICES, INC. PEAK REHABILITATION, INC. PERRYSBURG PHYSICAL THERAPY, INC PHYSICAL OCCUPATIONAL AND SPEECH THERAPY, INC. PNEUMATIC CONCRETE, INC. PORTFOLIO ONE, INC. REHABILITATION ADMINISTRATION CORPORATION REHABILITATION ASSOCIATES, INC. REHABILITATION SERVICES OF ROANOKE, INC. REINBOLT & BURKAM, INC. RICHARDS HEALTHCARE, INC. RIDGEVIEW MANOR, INC. ROLAND PARK NURSING CENTER, INC. RVA MANAGEMENT SERVICES, INC. SILVER SPRING - WHEATON NURSING HOME, INC. SPRINGHILL MANOR, INC. STEWALL CORPORATION STRATFORD MANOR, INC. STUTEX CORP. 87 SUN VALLEY MANOR, INC. THE NIGHTINGALE NURSING HOME, INC. THERAPY ASSOCIATES, INC. THERASPORT PHYSICAL THERAPY, INC. THREE RIVERS MANOR, INC. TOTALCARE CLINICAL LABORATORIES, INC. WASHTENAW HILLS MANOR, INC. WHITEHALL MANOR, INC. By: /s/ R. Jeffrey Bixler ------------------------------------------ Name: R. Jeffrey Bixler Title: Vice President, General Counsel and Secretary of each of the above- referenced corporations Address: 333 N. Summit St. Toledo, Ohio 43604 Fax No.: 419-252-5599 Telephone: 419-252-5500 88 COLEWOOD LIMITED PARTNERSHIP By: American Hospital Building Corporation, its General Partner By: /s/ R. Jeffrey Bixler --------------------------------------- Name: R. Jeffrey Bixler Title: Vice President, General Counsel and Secretary Address: 333 N. Summit St. Toledo, Ohio 43604 Fax No.: 419-252-5599 Telephone: 419-252-5500 89 HCR HOSPITAL, LLC By: HCR Hospital Holding Company, Inc., its sole member By: /s/ R. Jeffrey Bixler --------------------------------------- Name: R. Jeffrey Bixler Title: Vice President, General Counsel and Secretary Address: 333 N. Summit St. Toledo, Ohio 43604 Fax No.: 419-252-5599 Telephone: 419-252-5500 90 ANCILLARY SERVICES, LLC By: Heartland Rehabilitation Services, Inc., its sole member By: /s/ R. Jeffrey Bixler ------------------------------------ Name: R. Jeffrey Bixler Title: Vice President, General Counsel and Secretary Address: 333 N. Summit St. Toledo, Ohio 43604 Fax No.: 419-252-5599 Telephone: 419-252-5500 91 BOOTH LIMITED PARTNERSHIP By: Jacksonville Healthcare Corporation, its General Partner By: /s/ R. Jeffrey Bixler ------------------------------------ Name: R. Jeffrey Bixler Title: Vice President, General Counsel and Secretary Address: 333 N. Summit St. Toledo, Ohio 43604 Fax No.: 419-252-5599 Telephone: 419-252-5500 92 ANNANDALE ARDEN, LLC BAINBRIDGE ARDEN, LLC BINGHAM FARMS ARDEN, LLC COLONIE ARDEN, LLC CRESTVIEW HILLS, LLC FIRST LOUISVILLE ARDEN, LLC GENEVA ARDEN LLC HANOVER ARDEN, LLC JEFFERSON ARDEN, LLC KENWOOD ARDEN, LLC LIVONIA ARDEN, LLC MEMPHIS ARDEN, LLC NAPA ARDEN, LLC ROANOKE ARDEN, LLC SAN ANTONIO ARDEN, LLC SILVER SPRING ARDEN, LLC SUSQUEHANNA ARDEN LLC TAMPA ARDEN, LLC WALL ARDEN, LLC WARMINSTER ARDEN LLC 93 WILLIAMS VILLE ARDEN, LLC By: Manor Care of America, Inc., the sole member of each of the above- referenced limited liability companies By: /s/ R. Jeffrey Bixler ------------------------------------ Name: R. Jeffrey Bixler Title: Vice President, General Counsel and Secretary Address: 333 N. Summit St. Toledo, Ohio 43604 Fax No.: 419-252-5599 Telephone: 419-252-5500 94 BATH ARDEN, LLC CLAIRE BRIDGE OF ANDERSON, LLC CLAIRE BRIDGE OF AUSTIN, LLC CLAIRE BRIDGE OF KENWOOD, LLC CLAIRE BRIDGE OF SAN ANTONIO, LLC CLAIRE BRIDGE OF SUSQUEHANNA, LLC CLAIRE BRIDGE OF WARMINSTER, LLC FRESNO ARDEN, LLC MESQUITE HOSPITAL, LLC TUSCAWILLA ARDEN, LLC By: Manor Care Health Services, Inc., the sole member of each of the above- referenced limited liability companies By: /s/ R. Jeffrey Bixler ------------------------------------ Name: R. Jeffrey Bixler Title: Vice President, General Counsel and Secretary Address: 333 N. Summit St. Toledo, Ohio 43604 Fax No.: 419-252-5599 Telephone: 419-252-5500 95 HCR MANORCARE MESQUITE, L.P. By: Mesquite Hospital, LLC, its General Partner By: /s/ R. Jeffrey Bixler ------------------------------------ Name: R. Jeffrey Bixler Title: Vice President, General Counsel and Secretary Address: 333 N. Summit St. Toledo, Ohio 43604 Fax No.: 419-252-5599 Telephone: 419-252-5500 96 NATIONAL CITY BANK, as Trustee By: /s/ James E. Schultz ---------------------------------------- Name: James E. Schultz Title: Vice President EXHIBIT A [FORM OF FACE OF SECURITY] [Applicable Restricted Securities Legend] FOR PURPOSES OF SECTIONS 1272, 1273 AND 1275 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED, THIS SECURITY IS BEING ISSUED WITH ORIGINAL ISSUE DISCOUNT. THE COMPANY AGREES, AND BY ACCEPTANCE OF BENEFICIAL OWNERSHIP INTEREST IN THE SECURITIES EACH BENEFICIAL HOLDER OF SECURITIES WILL BE DEEMED TO HAVE AGREED, FOR UNITED STATES FEDERAL INCOME TAX PURPOSES (1) TO TREAT THE SECURITIES AS INDEBTEDNESS THAT IS SUBJECT TO TREAS. REG. SEC. 1.1275-4 (THE "CONTINGENT PAYMENT REGULATIONS") AND, FOR PURPOSES OF THE CONTINGENT PAYMENT REGULATIONS, TO TREAT THE FAIR MARKET VALUE OF ANY STOCK BENEFICIALLY RECEIVED BY A BENEFICIAL HOLDER UPON ANY CONVERSION OF THE SECURITIES AS A CONTINGENT PAYMENT AND (2) TO BE BOUND BY THE COMPANY'S DETERMINATION OF THE "COMPARABLE YIELD" AND "PROJECTED PAYMENT SCHEDULE," WITHIN THE MEANING OF THE CONTINGENT PAYMENT REGULATIONS, WITH RESPECT TO THE SECURITIES. A HOLDER OF SECURITIES MAY OBTAIN THE ISSUE PRICE, THE AMOUNT OF ORIGINAL ISSUE DISCOUNT, ISSUE DATE, YIELD TO MATURITY, COMPARABLE YIELD AND PROJECTED PAYMENT SCHEDULE BY SUBMITTING A WRITTEN REQUEST FOR SUCH INFORMATION TO THE COMPANY AT THE FOLLOWING ADDRESS: MANOR CARE, INC., 333 NORTH SUMMIT STREET, 16TH FLOOR, TOLEDO, OHIO 43699-0086, ATTENTION: GEOFFREY G. MEYERS, CHIEF FINANCIAL OFFICER. [Global Security Legend, if applicable] No. [___] Principal Amount $[_____________], as revised by the Schedule of Increases and Decreases in Global Security attached hereto CUSIP NO. 564055AD3 ISIN: US564055AD38 2.125% Convertible Senior Notes due 2023 Manor Care, Inc., a Delaware corporation, promises to pay to [__________], or registered assigns, the principal sum of [_______________] Dollars, as revised by the Schedule of Increases and Decreases in Global Security attached hereto, on April 15, 2023. Interest Payment Dates: April 15 and October 15 Regular Record Dates: April 1 and October 1 A-2 Additional provisions of this Security are set forth on the other side of this Security. MANOR CARE, INC. By: _____________________________________________ TRUSTEE'S CERTIFICATE OF AUTHENTICATION NATIONAL CITY BANK, as Trustee, certifies that this is one of the Securities referred to in the Indenture. By ________________________ Authorized Signatory Date: [__________] A-3 [FORM OF REVERSE SIDE OF SECURITY] 2.125% Convertible Senior Notes due 2023 1. Interest Manor Care, Inc., a Delaware corporation (such corporation, and its successors and assigns under the Indenture hereinafter referred to, being herein called the "Company"), promises to pay interest on the principal amount of this Security at the rate of 2.125% per annum. The Company will pay interest semiannually on April 15 and October 15 of each year commencing October 15, 2003. Interest on the Securities will accrue from the most recent date to which interest has been paid on the Securities or, if no interest has been paid, from April 15, 2003. Interest will be computed on the basis of a 360-day year of twelve 30-day months. Interest on Securities converted after the close of business on a regular record date, but prior to the opening of business on the corresponding interest payment date, will be paid to the Holder on the regular record date but, upon conversion, the Holder must pay the Company the interest which has accrued and will be paid to the Holder on such interest payment date. No such payment need be made with respect to Securities in respect of which a redemption date has been declared that falls within such period or on such interest payment date. A Holder shall be entitled to receive accrued and unpaid interest, including any Contingent Interest and any Additional Amounts in respect of a Security if the Company calls such Security for redemption and such Holder converts such Security on or prior to the Redemption Date. If the principal hereof or any portion of such principal is not paid when due (whether upon acceleration, upon the date set for payment of the redemption price pursuant to paragraph 6 hereof, upon the date set for payment of a Purchase Price or Fundamental Change Purchase Price pursuant to paragraph 7 hereof or upon the Stated Maturity of this Security) or if interest (including Contingent Interest, if any) due hereon or any portion of such interest is not paid when due in accordance with this paragraph or paragraph 5 hereof, then in each such case the overdue amount shall bear interest at the rate of 2.125% per annum, compounded semiannually (to the extent that the payment of such interest shall be legally enforceable), which interest shall accrue from the date such overdue amount was due to the date payment of such amount, including interest thereon, has been made or duly provided for. All such interest shall be payable on demand. 2. Method of Payment By no later than 10:00 a.m. (New York City time) on the date on which any principal of or interest (including any Contingent Interest) or any Additional Amounts, if any, on any Security is due and payable, the Company shall irrevocably deposit with the Trustee or the Paying Agent money sufficient to pay such amount. The Company will pay interest (including any Contingent Interest) (except Defaulted Interest) to the Persons who are registered Holders of Securities at the close of business on the April 1 or October 1 next preceding the interest payment date even if Securities are cancelled, repurchased or redeemed after the record date and on or before the interest payment date. Holders must surrender Securities to a Paying Agent to A-4 collect principal payments. The Company will pay principal and interest in money of the United States that at the time of payment is legal tender for payment of public and private debts. Payments in respect of Securities represented by a Global Security (including principal and interest (including any Contingent Interest) and any Additional Amounts, if any, will be made by wire transfer of immediately available funds to the accounts specified by The Depository Trust Company. The Company will make all payments in respect of Securities represented by a Definitive Security (including principal and interest, Contingent Interest, if any, and Additional Amounts, if any) by mailing a check to the registered address of the Holder thereof; provided, however, that payments on securities may also be made, in the case of a Holder of at least $1,000,000 aggregate principal amount of Securities by wire transfer to a U.S. dollar account maintained by the payee with a bank in the United States if such Holder elects payment by wire transfer by giving written notice to the Trustee or the Paying Agent to such effect designating such account no later than 15 days immediately preceding the relevant due date for payment (or such other date as the Trustee may accept in its discretion). 3. Paying Agent, Registrar, Conversion Agent, Authenticating Agent and Bid Agent Initially, National City Bank (the "Trustee"), will act as Trustee, Paying Agent, Registrar, Conversion Agent, Authenticating Agent and Bid Agent. The Company may appoint and change any Paying Agent, Registrar or co-registrar, Conversion Agent, Authenticating Agent or Bid Agent without notice to any Securityholder. The Company or any of its Subsidiaries may act as Paying Agent, Registrar or co-registrar, Conversion Agent or Authenticating Agent, subject to the terms of the Indenture. Neither the Company nor any of its Affiliates may act as Bid Agent. 4. Indenture The Company issued the Securities under an Indenture dated as of April 15, 2003 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the "Indenture"), among the Company, the Subsidiary Guarantors and the Trustee. The terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. Sections 77aaa-77bbbb) as in effect on the date of the Indenture (the "Act"). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all such terms, and Securityholders are referred to the Indenture and the Act for a statement of those terms. The Securities are general unsecured senior obligations of the Company limited to $90.0 million aggregate principal amount (up to $100.0 million aggregate principal amount if the Initial Purchasers' option to purchase additional Securities is exercised in full), except for Securities authenticated and delivered upon registration of, transfer of, or in exchange for, or in lieu of other Securities pursuant to Section 2.8, 2.9, 2.10, 2.11, 2.13, 9.5, 5.8, 11.3 or 12.1 of the Indenture. The Securities will be treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on, among other things, consolidation, mergers and sale of assets of the Company. To guarantee the due and punctual payment of the principal and interest (including any Contingent Interest) and any Additional Amounts, if any, on the Securities and all A-5 other amounts payable by the Company under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Subsidiary Guarantors have unconditionally guaranteed (and future guarantors, together with the Subsidiary Guarantors, will unconditionally Guarantee), jointly and severally, such obligations on a senior basis pursuant to the terms of the Indenture. 5. Contingent Interest The Company shall pay Contingent Interest in cash to the Holders in respect of any six-month period from April 15 to October 14 and from October 15 to April 14, commencing with the six-month period beginning April 15, 2010, if the average Securities Price for the Applicable Five Trading Day Period with respect to such interest period equals 120% or more of $1,000 principal amount of Securities. The amount of Contingent Interest payable per $1,000 principal amount of Securities in respect of any interest period shall equal 0.25% of the average Securities Price for the Applicable Five Day Trading Period with respect to such interest period. Contingent Interest, if any, will accrue from April 15 or October 15, as applicable, and will be payable on the next succeeding October 15 or April 15 interest payment date, as the case may be. Contingent Interest will be paid to the person in whose name a Security is registered at the close of business on April 1 or October 1, as the case may be, immediately preceding the relevant interest payment date on which Contingent Interest is payable. All payments of Contingent Interest shall be made in cash. Upon determination that Holders will be entitled to receive Contingent Interest during an interest period, on or prior to the first day of such interest period, the Company shall issue a press release through Dow Jones & Company, Inc. or Bloomberg Business News containing such information with respect to the payment of Contingent Interest or publish such information on its web site or through such other public medium as the Company may use at that time. 6. Redemption No sinking fund is provided for the Securities. The Securities will be redeemable, at the option of the Company, in whole at any time or in part from time to time, at any time on or after April 15, 2010, on at least 30 days but not more than 60 days' prior notice mailed to the registered address of each Holder of Securities to be so redeemed, at a redemption price equal to 100% of their principal amount plus accrued but unpaid interest (including any Contingent Interest) and Additional Amounts, if any, to but excluding the Redemption Date. In the case of any partial redemption, selection of the Securities for redemption will be made by the Trustee by lot, or on a pro rata basis, or by another method as the Trustee shall deem to be fair and appropriate, although no Securities of $1,000 in original principal amount or less will be redeemed in part. If any Security is to be redeemed in part only, the notice of redemption relating to such Security shall state the portion of the principal amount thereof to be redeemed. A new Security in principal amount equal to the unredeemed portion thereof will be issued in the name of the Holder thereof upon cancellation of the original Security. On and after the Redemption Date, interest (including any Contingent Interest) and A-6 Additional Amounts, if any, will cease to accrue on Securities or portions thereof called for redemption as long as the Company has deposited with the Paying Agent funds in satisfaction of the applicable redemption price pursuant to the Indenture. 7. Purchase By the Company at the Option of the Holder; Purchase at the Option of the Holder Upon a Fundamental Change (a) Subject to the terms and conditions of the Indenture, a Holder shall have the option to require the Company to purchase the Securities held by such Holder on April 15, 2005, April 15, 2008, April 15, 2010, April 15, 2013 and April 15, 2018 (each, a "Purchase Date") at a purchase price (the "Purchase Price") equal to 100% of the principal amount of the Securities to be purchased plus any accrued and unpaid interest (including any Contingent Interest) and Additional Amounts, if any, to such Purchase Date, upon delivery of a Purchase Notice containing the information set forth in the Indenture, from the opening of business on the date that is 20 Business Days prior to such Purchase Date until the close of business on the fifth Business Day prior to such Purchase Date and upon delivery of the Securities to the Paying Agent by the Holder as set forth in the Indenture. The Company will pay the Purchase Price in cash for any Securities to be purchased as of the Purchase Date occurring on April 15, 2005. With respect to the April 15, 2008, April 15, 2010, April 15, 2013 and April 15, 2018 Purchase Dates, the Purchase Price may be paid by the Company, at its option, in cash or by the issuance and delivery of shares of Common Stock of the Company, or in any combination thereof as set forth in the Indenture, provided that the Company will pay accrued and unpaid interest (including Contingent Interest) and Additional Amounts, if any, in cash. Securities in denominations larger than $1,000 principal amount may be purchased in part, but only in integral multiples of $1,000 principal amount. (b) If a Fundamental Change shall occur at any time, each Holder shall have the right, at such Holder's option and subject to the terms and conditions of the Indenture, to require the Company to purchase any or all of such Holder's Securities or any portion of the principal amount thereof that is equal to $1,000 or an integral multiple of $1,000 on the day that is 35 Business Days after the date of the Company Notice of the occurrence of the Fundamental Change (subject to extension to comply with applicable law) for a Fundamental Change Purchase Price equal to the principal amount of Securities purchased plus accrued and unpaid interest, including any Contingent Interest, and Additional Amounts, if any, to but excluding the Fundamental Change Purchase Date, which Fundamental Change Purchase Price shall be paid by the Company, at its option, in cash, by the issuance and delivery of shares of Common Stock of the Company or a combination thereof, as set forth in the Indenture, provided that the Company will pay accrued and unpaid interest (including any Contingent Interest) and Additional Amounts, if any, in cash. (c) Holders have the right to withdraw any Purchase Notice or Fundamental Change Purchase Notice, as the case may be, by delivery to the Paying Agent of a written notice of withdrawal in accordance with the provisions of the Indenture. (d) If cash (and/or Common Stock if permitted under the Indenture) sufficient to pay a Fundamental Change Purchase Price or Purchase Price, as the case may be, of all A-7 Securities or portions thereof to be purchased as of the Purchase Date or the Fundamental Change Purchase Date, as the case may be, is deposited with the Paying Agent on the Business Day following the Purchase Date or the Fundamental Change Purchase Date, as the case may be, interest (including any Contingent Interest) and Additional Amounts, if any, shall cease to accrue on such Securities (or portions thereof) on and after such date, and the Holder thereof shall have no other rights as such (other than the right to receive the Purchase Price or Fundamental Change Purchase Price, as the case may be, upon surrender of such Security). 8. Conversion Subject to the procedures set forth in the Indenture, a Holder may convert Securities into Common Stock of the Company at any time on or before the close of business on April 15, 2023 if at least one of the following conditions is satisfied on the Conversion Date: (a) the average of the Sale Prices for the Common Stock for the 20 Trading Days immediately prior to the Conversion Date is greater than or equal 120% of the Conversion Price per share of Common Stock on such Conversion Date; (b) the credit ratings assigned to the Securities by of Moody's Investors Service, Inc. or Standard & Poor's Ratings Services are lower than Ba3 and BB+, respectively, or the Securities are no longer rated by at least one of these rating agencies; (c) the Securities have been called for redemption by the Company, in which case a Holder may convert Securities into Common Stock at any time prior to the close of business on the Business Day prior to the Redemption Date; (d) the Company elects to (i) distribute to all holders of Common Stock assets, debt securities or rights to purchase securities of the Company, which distribution has a per share value as determined by the Company's Board of Directors exceeding 15% of the Sale Price of the Common Stock on the day preceding the declaration date for such distribution or (ii) distribute to all holders of Common Stock rights entitling them to purchase, for a period expiring within 60 days after the date of such distribution, Common Stock at less than the Sale Price at the time of such distribution. In the case of the foregoing clauses (i) and (ii), the Company must notify the Holders at least 20 Business Days prior to the ex-dividend date for such distribution. Once the Company has given such notice, Holders may surrender their Securities for conversion at any time thereafter until the earlier of the close of business on the Business Day prior to the ex-dividend date or the Company's announcement that such distribution will not take place. The ex-dividend date is the first date upon which a sale of the Common Stock does not automatically transfer the right to receive the relevant dividend from the seller of the Common Stock to its buyer; and (e) the Company becomes a party to a consolidation, merger or binding share exchange pursuant to which the Common Stock would be converted into cash or property (other than securities), in which case a Holder may surrender Securities for conversion at any time from and after the date which is 15 days prior to the anticipated effective date for the transaction until 15 days after the actual effective date of such transaction; A-8 Securities in respect of which a Holder has delivered a notice of exercise of the option to require the Company to purchase such Securities pursuant to paragraph 7 hereof and Section 11.1 or Section 11.2 of the Indenture may be converted only if the notice of exercise is withdrawn in accordance with the terms of the Indenture. The initial Conversion Price is $31.12, subject to adjustment in certain events described in the Indenture. The Company shall deliver cash or a check in lieu of any fractional share of Common Stock. Holders of Securities at the close of business on a Regular Record Date will receive payment of interest (including any Contingent Interest) payable on the corresponding interest payment date notwithstanding the conversion of such Securities at any time after the close of business on such Regular Record Date. Securities surrendered for conversion during the period from the close of business on any Regular Record Date to the opening of business on the corresponding interest payment date (except for Securities in respect of which a Redemption Date has been declared that falls within this period or on such interest payment date) must be accompanied by payment of an amount equal to the interest (including any Contingent Interest) that the Holder is to receive on the Securities. If the Company is required to pay any Contingent Interest, Securities surrendered for conversion during the period from the close of business on the Regular Record Date for such Contingent Interest to the opening of business on the interest payment date for such Contingent Interest (except for Securities in respect of which a Redemption Date has been declared that falls within this period or on such interest payment date for such Contingent Interest) must be accompanied by payment of an amount equal to such Contingent Interest that the Holder is to receive. Except where Securities surrendered for conversion must be accompanied by payment as described above, no interest or Contingent Interest on converted Securities will be payable by the Company on any interest payment date subsequent to the date of conversion. Notwithstanding the foregoing, a Holder shall be entitled to receive accrued and unpaid interest, including any Contingent Interest and any Additional Amounts in respect of a Security if the Company calls such Security for redemption and such Holder converts its Security prior to the Redemption Date. To convert the Securities a Holder must (1) complete and manually sign the irrevocable conversion notice on the back of the Securities (or complete and manually sign a facsimile of such notice) and deliver such notice to the Conversion Agent at the office maintained by the Conversion Agent for such purpose, (2) surrender the Securities to the Conversion Agent, (3) furnish appropriate endorsements and transfer documents if required by the Conversion Agent, the Company or the Trustee and (4) pay any transfer or similar tax, if required. A Holder may convert a portion of the Securities only if the principal amount of such portion is $1,000 or a multiple of $1,000. No payment or adjustment shall be made for dividends on the Common Stock except as provided in the Indenture. On conversion of the Securities, that portion of accrued and unpaid interest attributable to the period from the Issue Date to the Conversion Date and accrued and unpaid Contingent Interest with respect to the converted portion of the Securities shall not be canceled, extinguished or forfeited, but rather shall be deemed to be paid in full to the Holder thereof through the delivery of the Common Stock (together with any cash payment in lieu of fractional shares) in exchange for the portion of A-9 the Securities being converted pursuant to the terms hereof; and the Fair Market Value of such shares of Common Stock (together with any such cash payment in lieu of fractional shares) shall be treated as issued, to the extent thereof, first in exchange for interest accrued and unpaid through the Conversion Date and accrued and unpaid Contingent Interest, and the balance, if any, of such Fair Market Value (as determined by the Board of Directors, whose determination shall be conclusive evidence of such Fair Market Value and which shall be evidenced by an Officers' Certificate delivered to the Trustee) of such Common Stock (and any such cash payment) shall be treated as issued in exchange for the principal amount of the Securities being converted pursuant to the provisions hereof. Notwithstanding the foregoing, a Holder shall be entitled to receive accrued and unpaid interest, including any Contingent Interest and any Additional Amounts in respect of a Security if the Company calls such Security for redemption and such Holder converts such Security prior to the Redemption Date 9. Denominations; Transfer; Exchange The Securities are in registered form without coupons in denominations of principal amount of $1,000 and whole multiples of $1,000. A Holder may transfer or exchange Securities in accordance with the Indenture. The Registrar may require a Holder, among other things, to furnish appropriate endorsements or transfer documents and to pay any taxes and fees required by law or permitted by the Indenture. The Registrar need not register the transfer of or exchange (i) any Securities selected for redemption (except, in the case of a Security to be redeemed in part, the portion of the Security not to be redeemed) for a period beginning 15 days before the mailing of a notice of Securities to be redeemed and ending on the date of such mailing or (ii) any Securities for a period beginning 15 days before an interest payment date and ending on such interest payment date. 10. Persons Deemed Owners The registered Holder of this Security may be treated as the owner of it for all purposes. 11. Unclaimed Money If money for the payment of principal or interest (including any Contingent Interest) and Additional Amounts, if any, remains unclaimed for two years, the Trustee or Paying Agent shall pay the money back to the Company at its request unless an abandoned property law designates another Person. After any such payment, Holders entitled to the money must look only to the Company and not to the Trustee for payment. 12. Amendment, Waiver Subject to certain exceptions set forth in the Indenture, (i) the Indenture or the Securities may be amended with the written consent of the Holders of at least a majority in principal amount of the then outstanding Securities and (ii) any default (other than with respect to nonpayment or in respect of a provision that cannot be amended without the written consent of each Securityholder affected) or noncompliance with any provision may be waived with the written consent of the Holders of a majority in principal amount of the then outstanding Securities. Subject to certain exceptions set forth in the Indenture, without the consent of any A-10 Securityholder, the Company and the Trustee may amend the Indenture or the Securities to cure any ambiguity, omission, defect or inconsistency, or to comply with Article IV of the Indenture, or to provide for uncertificated Securities in addition to or in place of certificated Securities, or to add guarantees with respect to the Securities, or to secure the Securities, or to add additional covenants of the Company or its Subsidiaries, or surrender rights and powers conferred on the Company or its Subsidiaries, or to comply with any request of the SEC in connection with qualifying the Indenture under the Act, or to make any change that does not adversely affect the rights of any Securityholder. 13. Defaults and Remedies Under the Indenture, Events of Default include, but are not limited to, (i) default for 30 days in payment of interest (including any Contingent Interest) or Additional Amounts, if any, when due on the Securities; (ii) default in payment of principal on the Securities at Stated Maturity, upon required repurchase pursuant to paragraph 7 or upon optional redemption pursuant to paragraph 6 of the Securities, upon declaration or otherwise; (iii) the failure by the Company or any Subsidiary Guarantor to comply with its obligations under Article IV or Section 10.2 of the Indenture; (iv) the failure by the Company to comply for 60 days after written notice with its other agreements contained in the Indenture or under the Securities (other than those referred to in (i), (ii), or (iii) above); (v) default under any mortgage, indenture or instrument under which there may be issued or by which there may be outstanding, or by which there may be secured or evidenced any Debt for money borrowed by the Company or any of its Subsidiaries (other than Non-Recourse Debt of a Non-Recourse Subsidiary), whether such Debt now exists, or is created after the date of the Indenture, which default (a) is caused by a failure to pay principal of, or interest (including any Contingent Interest) and Additional Amounts, if any, or on such Debt prior to the expiration of the grace period provided in such Debt ("Payment Default") or (b) results in the acceleration of such Debt prior to its maturity (the "cross acceleration provision") and, in each case, the principal amount of any such Debt, together with the principal amount of any other such Debt under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $20.0 million or more or its foreign currency equivalent at the time and such acceleration shall not have been rescinded or annulled within 10 days after written notice of such acceleration has been received by the Company or such Subsidiary; (vi) certain events of bankruptcy, insolvency or reorganization of the Company (the "bankruptcy provisions"); or (vii) entry in a court of competent jurisdiction of a final judgment for the payment of $20.0 million or more rendered against the Company or any Subsidiary, which judgment is not fully covered by insurance or not discharged or stayed within 90 days after (A) the date on which the right to appeal thereof has expired if no such appeal has commenced, or (B) the date on which all rights to appeal have been extinguished (the "judgment default provision"). However, a default under clause (iv) will not constitute an Event of Default until the Trustee or the Holders of at least 25% in principal amount of the outstanding Securities notify the Company of the default and the Company does not cure such default within the time specified in clause (iv) hereof after receipt of such notice. If an Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the Securities may declare all the Securities by notice to the Company to be due and payable immediately. A-11 Securityholders may not enforce the Indenture or the Securities except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Securities unless it receives reasonable indemnity or security. Subject to certain limitations, Holders of a majority in principal amount of the Securities may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Securityholders notice of any continuing Default or Event of Default (except a Default or Event of Default in payment of principal or interest (including any Contingent Interest) and Additional Amounts, if any) if it determines that withholding notice is in their interest. 14. Trustee Dealings with the Company Subject to certain limitations set forth in the Indenture, the Trustee under the Indenture, in its individual or any other capacity, may become the owner or pledgee of Securities and may otherwise deal with and collect obligations owed to it by the Company or its Affiliates and may otherwise deal with the Company or its Affiliates with the same rights it would have if it were not Trustee. 15. No Recourse Against Others An incorporator, director, officer, employee, Affiliate or stockholder, of each of the Company, or any Subsidiary Guarantor, solely by reason of this status, shall not have any liability for any obligations of the Company or any Subsidiary Guarantor under the Securities, the Indenture or any Subsidiary Guarantees or for any claim based on, in respect of or by reason of such obligations or their creation. By accepting a Security, each Securityholder waives and releases all such liability. The waiver and release are part of the consideration for the issue of the Securities. 16. Authentication This Security shall not be valid until an authorized signatory of the Trustee (or an authenticating agent acting on its behalf) manually signs the certificate of authentication on the other side of this Security. 17. Abbreviations Customary abbreviations may be used in the name of a Securityholder or an assignee, such as TEN COM (=tenants in common), TEN ENT (=tenants by the entirety), JT TEN (=joint tenants with rights of survivorship and not as tenants in common), CUST (=custodian) and U/G/M/A (=Uniform Gift to Minors Act). 18. CUSIP Numbers Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification Procedures the Company has caused CUSIP numbers to be printed on the Securities and has directed the Trustee to use CUSIP numbers in notices of redemption as a convenience to Securityholders. No representation is made as to the accuracy of such numbers either as printed on the Securities or as contained in any notice of redemption and reliance may be placed only on the other identification numbers placed thereon. A-12 19. Governing Law THIS SECURITY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. The Company will furnish to any Securityholder upon written request and without charge to the Securityholder a copy of the Indenture which has in it the text of this Security in larger type. Requests may be made to: Manor Care, Inc. 333 North Summit Street, 16th Floor Toledo, Ohio 43699-0086 Attention: Geoffrey G. Meyers, Chief Financial Officer A-13 ASSIGNMENT FORM To assign this Security, fill in the form below: I or we assign and transfer this Security to _____________________________________________________ (Print or type assignee's name, address and zip code) _____________________________________________ (Insert assignee's soc. sec. or tax I.D. No.) and irrevocably appoint ___________ agent to transfer this Security on the books of the Company. The agent may substitute another to act for him. ________________________________________________________________________________ Date:____________________ Your Signature: ____________________ Signature Guarantee:____________________________________________________________ (Signature must be guaranteed) ________________________________________________________________________________ Sign exactly as your name appears on the other side of this Security. The signature(s) should be guaranteed by an eligible guarantor institution (banks, stockbrokers, savings and loan associations and credit unions with membership in an approved signature guarantee medallion program), pursuant to S.E.C. Rule 17Ad-15. In connection with any transfer or exchange of any of the Securities evidenced by this certificate occurring prior to the date that is two years after the later of the date of original issuance of such Securities and the last date, if any, on which such Securities were owned by the Company or any Affiliate of the Company, the undersigned confirms that such Securities are being: CHECK ONE BOX BELOW: [ ] 1 acquired for the undersigned's own account, without transfer; or [ ] 2 transferred to the Company; or [ ] 3 transferred pursuant to an effective registration statement under the Securities Act of 1933, as amended (the "Securities Act"); or [ ] 4 transferred pursuant to and in compliance with Rule 144A under the Securities Act; or [ ] 5 transferred pursuant to and in compliance with Regulation S under the Securities Act; or A-14 [ ] 6 transferred pursuant to another available exemption from the registration requirements of the Securities Act. Unless one of the boxes is checked, the Trustee will refuse to register any of the Securities evidenced by this certificate in the name of any person other than the registered Holder thereof; provided, however, that if box (5) or (6) is checked, the Trustee or the Company may require, prior to registering any such transfer of the Securities, in their sole discretion, such legal opinions, certifications and other information as the Trustee or the Company may reasonably request to confirm that such transfer is being made pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act, such as the exemption provided by Rule 144 under such Act. ____________________________ Signature Signature Guarantee: ______________________________ ____________________________ (Signature must be guaranteed) Signature ________________________________________________________________________________ The signature(s) should be guaranteed by an eligible guarantor institution (banks, stockbrokers, savings and loan associations and credit unions with membership in an approved signature guarantee medallion program), pursuant to S.E.C. Rule 17Ad-15. TO BE COMPLETED BY PURCHASER IF (1) OR (3) ABOVE IS CHECKED. The undersigned represents and warrants that it is purchasing this Security for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a "qualified institutional buyer" within the meaning of Rule 144A under the Securities Act of 1933, as amended, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned's foregoing representations in order to claim the exemption from registration provided by Rule 144A. _______________________________________ Dated: A-15 [TO BE ATTACHED TO GLOBAL SECURITIES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY The following increases or decreases in this Global Security have been made:
Principal Amount of Signature of Amount of decrease in Amount of increase in this Global Security authorized signatory Principal Amount of Principal Amount of following such of Trustee or Date this Global Security this Global Security decrease or increase Securities Custodian ~~- ---------------- ------------------------ ------------------------ ------------------------ ------------------------~~
A-16 FORM OF CONVERSION NOTICE To: Manor Care, Inc. The undersigned registered holder of this Security hereby exercises the option to convert this Security, or portion hereof (which is $1,000 principal amount or an integral multiple thereof) designated below, for shares of Common Stock of Manor Care, Inc. in accordance with the terms of the Indenture referred to in this Security, and directs that the shares, if any, issuable and deliverable upon such conversion, together with any check for cash deliverable upon such conversion, and any Securities representing any unconverted principal amount hereof, be issued and delivered to the registered holder hereof unless a different name has been indicated below. If shares or any portion of this Security not converted are to be issued in the name of a Person other than the undersigned, the undersigned shall pay all transfer taxes payable with respect thereto. This notice shall be deemed to be an irrevocable exercise of the option to convert this Security. Dated: ________________________________________________ ________________________________________________ Signature(s) Signature(s) must be guaranteed by a commercial bank or trust company or a member firm of a major stock exchange if shares of Common Stock are to be issued, or Securities to be delivered, other than to or in the name of the registered holder. ________________________________________________ Signature Guarantee Fill in for registration of shares if to be delivered, and Securities if to be issued other than to and in the name of registered holder: ____________________________________ (Name) Principal amount to be converted (if less than all): $__________,000 ____________________________________ (Street Address) ____________________________________ _______________________________________ (City state and zip code) Social Security or Other Taxpayer Number Please print name and address A-17 FORM OF FUNDAMENTAL CHANGE PURCHASE NOTICE To: Manor Care, Inc. The undersigned registered holder of this Security hereby acknowledges receipt of a notice from Manor Care, Inc. (the "Company") as to the occurrence of a Fundamental Change with respect to the Company and requests and instructs the Company to repurchase this Security, or the portion hereof (which is $1,000 principal amount or a integral multiple thereof) designated below, in accordance with the terms of the Indenture referred to in this Security and this Security and directs that the check or Common Stock of the Company, as applicable, in payment for this Security or the portion thereof and any Securities representing any unrepurchased principal amount hereof, be issued and delivered to the registered holder hereof unless a different name has been indicated below. If any portion of this Security not repurchased is to be issued in the name of a Person other than the undersigned, the undersigned shall pay all transfer taxes payable with respect thereto. Dated: ________________________________________________ ________________________________________________ Signature(s) Signature(s) must be guaranteed by a commercial bank or trust company or a member firm of a major stock exchange if shares of Common Stock are to be issued, or Securities to be delivered, other than to or in the name of the registered holder. ________________________________________________ Signature Guarantee Fill in for registration of shares if to be delivered, and Securities if to be issued other than to and in the name of registered holder: Fill in for registration of shares if to be delivered, and Securities if to be issued other than to and in the name of registered holder: ____________________________________ (Name) Principal amount to be purchased (if less than all): $___________,000 ____________________________________ (Street Address) ____________________________________ _______________________________________ (City state and zip code) Social Security or Other Taxpayer Number Please print name and address A-18 If the Company has elected to pay the Fundamental Change Purchase Price, in whole or in part, in Common Stock but such portion of the Fundamental Change Purchase Price shall ultimately be payable in cash because any of the conditions to the payment of the Fundamental Change Purchase Price in Common Stock are not satisfied, I elect [check one]: __ to withdraw this Purchase Notice as to the Securities to which this Purchase Notice relates in the principal amount of $_________, 000, with certificate numbers _______, or __ to receive cash in respect of the entire Purchase Price for all Securities (or portions thereof) to which this Purchase Notice relates. A-19 FORM OF PURCHASE NOTICE To: Manor Care, Inc. The undersigned registered holder of this Security hereby acknowledges receipt of a notice from Manor Care, Inc. (the "Company") as to the holder's option to require the Company to repurchase this Security and requests and instructs the Company to repurchase this Security, or the portion hereof (which is $1,000 principal amount or a integral multiple thereof) designated below, in accordance with the terms of the Indenture referred to in this Security and directs that the check or Common Stock of the Company, as applicable, in payment for this Security or the portion thereof and any Securities representing any unrepurchased principal amount hereof, be issued and delivered to the registered holder hereof unless a different name has been indicated below. If any portion of this Security not repurchased is to be issued in the name of a Person other than the undersigned, the undersigned shall pay all transfer taxes payable with respect thereto. Dated: ________________________________________________ ________________________________________________ Signature(s) Signature(s) must be guaranteed by a commercial bank or trust company or a member firm of a major stock exchange if shares of Common Stock are to be issued, or Securities to be delivered, other than to or in the name of the registered holder. ________________________________________________ Signature Guarantee Fill in for registration of shares if to be delivered, and Securities if to be issued other than to and in the name of registered holder: ____________________________________ (Name) Principal amount to be purchased (if less than all): $__________,000 ____________________________________ (Street Address) ____________________________________ _______________________________________ (City state and zip code) Social Security or Other Taxpayer Number Please print name and address A-20 If the Company has elected to pay the Purchase Price, in whole or in part, in Common Stock but such portion of the Purchase Price shall ultimately be payable in cash because any of the conditions to the payment of the Purchase Price in Common Stock are not satisfied, I elect [check one]: __ to withdraw this Purchase Notice as to the Securities to which this Purchase Notice relates in the Principal Amount of $_________, 000, with certificate numbers _______, or __ to receive cash in respect of the entire Purchase Price for all Securities (or portions thereof) to which this Purchase Notice relates. EXHIBIT B FORM OF INDENTURE SUPPLEMENT TO ADD SUBSIDIARY GUARANTORS This Supplemental Indenture, dated as of [__________] (this "Supplemental Indenture" or "Guarantee"), among [name of future Subsidiary Guarantor] (the "Guarantor"), Manor Care, Inc. (together with its successors and assigns, the "Company"), each other then existing Subsidiary Guarantor under the Indenture referred to below, and National City Bank, as Trustee under the Indenture referred to below. W I T N E S S E T H: WHEREAS, the Company, the Subsidiary Guarantors and the Trustee have heretofore executed and delivered an Indenture, dated as of April 15, 2003 (as amended, supplemented, waived or otherwise modified, the "Indenture"), providing for the issuance of an aggregate principal amount of $90.0 million (up to $100.0 million if the Initial Purchasers' option to purchase additional Securities is exercised in full) of 2.125% Convertible Senior Notes due 2023 of the Company (the "Securities"); WHEREAS, Section 3.3 of the Indenture provides that the Company is required to cause each Subsidiary (other than a Subsidiary that does not Guarantee obligations under the Senior Credit Agreement, the 2006 Notes, the 2008 Notes or the 2013 Notes) created or acquired by the Company or one or more of its Subsidiaries or any Subsidiary that Guarantees the payment of Debt of the Company to execute and deliver to the Trustee a supplemental indenture pursuant to which such Subsidiary will unconditionally Guarantee, on a joint and several basis with the other Subsidiary Guarantors, the full and prompt payment of the principal of and interest, Contingent Interest, if any, and Additional Amounts, if any, on the Securities on a senior basis; and WHEREAS, pursuant to Section 9.1 of the Indenture, the Trustee and the Company are authorized to execute and deliver this Supplemental Indenture to amend the Indenture, without the consent of any Securityholder; NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Guarantor, the Company, the other Subsidiary Guarantors and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders of the Securities as follows: ARTICLE I Definitions SECTION 1.1. Defined Terms. As used in this Supplemental Indenture, terms defined in the Indenture or in the preamble or recital hereto are used herein as therein defined, except that the term "Holders" in this Guarantee shall refer to the term "Holders" as defined in the Indenture and the Trustee acting on behalf or for the benefit of such Holders. The words B-2 "herein," "hereof" and "hereby" and other words of similar import used in this Supplemental Indenture refer to this Supplemental Indenture as a whole and not to any particular section hereof. ARTICLE II Agreement to be Bound; Guarantee SECTION 2.1. Agreement to be Bound. The Guarantor hereby becomes a party to the Indenture as a Subsidiary Guarantor and as such will have all of the rights and be subject to all of the obligations and agreements of a Subsidiary Guarantor under the Indenture. The Guarantor agrees to be bound by all of the provisions of the Indenture applicable to a Subsidiary Guarantor and to perform all of the obligations and agreements of a Subsidiary Guarantor under the Indenture. SECTION 2.2. Guarantee. The Guarantor fully, unconditionally and irrevocably Guarantees to each Holder of the Securities and the Trustee the Obligations pursuant to Article X of the Indenture on a senior basis. ARTICLE III Miscellaneous SECTION 3.1. Notices. All notices and other communications to the Guarantor shall be given as provided in the Indenture to the Guarantor, at its address set forth below, with a copy to the Company as provided in the Indenture for notices to the Company. SECTION 3.2. Parties. Nothing expressed or mentioned herein is intended or shall be construed to give any Person, firm or corporation, other than the Holders and the Trustee, any legal or equitable right, remedy or claim under or in respect of this Supplemental Indenture or the Indenture or any provision herein or therein contained. SECTION 3.3. Governing Law. THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. SECTION 3.4. Severability Clause. In case any provision in this Supplemental Indenture shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby and such provision shall be ineffective only to the extent of such invalidity, illegality or unenforceability. SECTION 3.5. Ratification of Indenture; Supplemental Indentures Part of Indenture. Except as expressly amended hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Supplemental Indenture shall form a part of the Indenture for all purposes, and every Holder of Securities heretofore or hereafter authenticated and delivered shall be bound hereby. The Trustee makes no representation or warranty as to the validity or sufficiency of this Supplemental Indenture. B-3 SECTION 3.6. Counterparts. The parties hereto may sign one or more copies of this Supplemental Indenture in counterparts, all of which together shall constitute one and the same agreement. SECTION 3.7. Headings. The headings of the Articles and the sections in this Guarantee are for convenience of reference only and shall not be deemed to alter or affect the meaning or interpretation of any provisions hereof. IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed as of the date first above written. [SUBSIDIARY GUARANTOR], as a Guarantor By:_____________________________________ Name: Title: NATIONAL CITY BANK, as Trustee By:_____________________________________ Name: Title: MANOR CARE, INC. By: ____________________________________ Name: Title: [INSERT OTHER SUBSIDIARY GUARANTORS] By: ____________________________________ Name: Title: EX-4.3 4 c78302exv4w3.txt REGISTRATION RIGHTS AGREEMENT, DATED AS OF 4/15/03 Exhibit 4.3 $90,000,000 MANOR CARE, INC. 2.125% Convertible Senior Notes Due 2023 Registration Rights Agreement April 15, 2003 J.P. Morgan Securities Inc. 270 Park Avenue New York, New York 10017 Merrill Lynch, Pierce, Fenner & Smith Incorporated 4 World Financial Center--North Tower 250 Vesey Street New York, New York 10281 UBS Warburg LLC 299 Park Avenue New York, New York 10171 Ladies and Gentlemen: Manor Care, Inc., a Delaware corporation (the "Company"), proposes to issue and sell to J.P. Morgan Securities Inc. ("JPMorgan") Merrill Lynch, Pierce, Fenner & Smith Incorporated and UBS Warburg LLC (together with JPMorgan, the "Initial Purchasers"), upon the terms and subject to the conditions set forth in a purchase agreement dated April 10, 2003 (the "Purchase Agreement"), $90,000,000 aggregate principal amount (up to $100,000,000 aggregate principal amount in the event the overallotment option contained in the Purchase Agreement is exercised in full) of its 2.125% Convertible Senior Notes due 2023 (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. As an inducement to the Initial Purchasers to enter into the Purchase Agreement and in satisfaction of a condition to the obligations of the Initial Purchasers thereunder, the Company and the Guarantors agree with the Initial Purchasers, for the benefit of the holders (including the Initial Purchasers) of the Notes and the Shares (as defined below) (collectively, the "Holders"), as follows: 1. Certain Definitions. For purposes of this Registration Rights Agreement, the following terms shall have the following meanings: (a) "Additional Amounts" has the meaning assigned thereto in Section 2(d). (b) "Additional Amounts Payment Date" has the meaning assigned thereto in Section 2(d). (c) "Agreement" means this Registration Rights Agreement, as the same may be amended from time to time pursuant to the terms hereof. (d) "Applicable Conversion Price" means, as of any date of determination, the Conversion Price in effect as of such date of determination. (e) "Closing Date" means the date on which the Notes are initially issued. (f) "Commission" means the Securities and Exchange Commission, or any other federal agency at the time administering the Exchange Act or the Securities Act, whichever is the relevant statute for the particular purpose. (g) "Company" has the meaning specified in the first paragraph of this Agreement. (h) "Conversion Price" shall have the meaning assigned such term in the Indenture. (i) "Deferral Notice" has the meaning assigned thereto in Section 3(b). (j) "Deferral Period" has the meaning assigned thereto in Section 3(b). (k) "Effective Period" has the meaning assigned thereto in Section 2(a). (l) "Exchange Act" means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder. (m) "Guarantees" has the meaning specified in the first paragraph of this Agreement. 2 (n) "Holder" means each holder, from time to time, of Registrable Securities (including the Initial Purchasers). (o) "Indenture" means the Indenture dated as of April 15, 2003, among the Company, the Guarantors and National City Bank, as Trustee pursuant to which the Notes and the Guarantees are being issued. (p) "Initial Placement" means the initial placement of the Notes pursuant to the terms of the Purchase Agreement. (q) "Initial Purchasers" has the meaning specified in the first paragraph of this Agreement. (r) "Losses" has the meaning assigned thereto in Section 6(d). (s) "Material Event" has the meaning assigned thereto in Section 3(a)(iv). (t) "Majority Holders" shall mean, on any date, holders of the majority of the Shares constituting Registrable Securities; for the purposes of this definition, Holders of Notes constituting Registrable Securities shall be deemed to be the Holders of the number of Shares into which such Notes are or would be convertible as of such date. (u) "NASD" shall mean the National Association of Securities Dealers, Inc. (v) "NASD Rules" shall mean the Conduct Rules and the By-Laws of the NASD. (w) "Notes" means the 2.125% Convertible Senior Notes Due 2023, to be issued under the Indenture and sold by the Company to the Initial Purchasers. (x) "Notice and Questionnaire" means a written notice delivered to the Company containing substantially the information called for by the Form of Selling Securityholder Notice and Questionnaire attached as Annex A to the Offering Memorandum. (y) "Notice Holder" means, on any date, any Holder that has delivered a Notice and Questionnaire to the Company on or prior to such date. (z) "Offering Memorandum" means the Offering Memorandum dated April 10, 2003 relating to the offer and sale of the Securities. (aa) "Person" means a corporation, association, partnership, organization, business, individual, government or political subdivision thereof or governmental agency. 3 (bb) "Prospectus" means the prospectus included in any Shelf Registration Statement, as amended or supplemented by any amendment or prospectus supplement, including post-effective amendments, and all materials incorporated by reference or explicitly deemed to be incorporated by reference in such Prospectus. (cc) "Purchase Agreement" has the meaning specified in the first paragraph of this Agreement. (dd) "Registrable Securities" means the Securities; provided, however, that such Securities shall cease to be Registrable Securities when (i) in the circumstances contemplated by Section 2(a), a registration statement registering such Securities under the Securities Act has been declared or becomes effective and such Securities have been sold or otherwise transferred by the Holder thereof pursuant to such effective registration statement; (ii) such Securities are sold pursuant to Rule 144 under circumstances in which any legend borne by such Securities relating to restrictions on transferability thereof, under the Securities Act or otherwise, is removed or such Securities are eligible to be sold pursuant to Rule 144(k) or any successor provision; or (iii) such Securities shall cease to be outstanding (including, in the case of the Notes, upon conversion into Shares). (ee) "Registration Default" has the meaning assigned thereto in Section 2(d). (ff) "Registration Expenses" has the meaning assigned thereto in Section 5. (gg) "Rule 144," "Rule 405" and "Rule 415" means, in each case, such rule as promulgated under the Securities Act. (hh) "Securities" means, collectively, the Notes and the Shares. (ii) "Securities Act" means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder. (jj) "Shares" means the shares of common stock of the Company, par value $0.01 per share, into which the Notes are convertible or that have been issued upon any conversion from Notes into common stock of the Company. (kk) "Shelf Registration Statement" means the shelf registration statement referred to in Section 2(a), as amended or supplemented by any amendment or supplement, including post-effective amendments, and all materials incorporated by reference or explicitly deemed to be incorporated by reference in such Shelf Registration Statement. 4 (ll) "Special Counsel" shall have the meaning assigned thereto in Section 5. (mm) "Trust Indenture Act" means the Trust Indenture Act of 1939, or any successor thereto, and the rules, regulations and forms promulgated thereunder, all as the same shall be amended from time to time. (nn) "Trustee" shall have the meaning assigned such term in the Indenture. Unless the context otherwise requires, any reference herein to a "Section" or "clause" refers to a Section or clause, as the case may be, of this Agreement, and the words "herein," "hereof" and "hereunder" and other words of similar import refer to this Agreement as a whole and not to any particular Section or other subdivision. Unless the context otherwise requires, any reference to a statute, rule or regulation refers to the same (including any successor statute, rule or regulation thereto) as it may be amended from time to time. 2. Registration Under the Securities Act. (a) The Company and the Guarantors agree to file under the Securities Act as promptly as practicable but in any event within 90 days after the Closing Date a shelf registration statement providing for the registration of, and the sale on a continuous or delayed basis by the Holders of, all of the Registrable Securities, pursuant to Rule 415 or any similar rule that may be adopted by the Commission. The Company and the Guarantors agree to use their reasonable efforts to cause the Shelf Registration Statement to become or be declared effective within 150 days after the Closing Date and to keep such Shelf Registration Statement continuously effective until the earlier of (i) the second anniversary of the Closing Date or (ii) such time as there are no longer any Registrable Securities outstanding (the "Effective Period"). None of the Company's securityholders or the Guarantors' securityholders (other than Holders of Registrable Securities) shall have the right to include any of the Company's securities or the Guarantors' securities in the Shelf Registration Statement. (b) The Company and the Guarantors further agree that they shall cause the Shelf Registration Statement and the related Prospectus and any amendment or supplement thereto, as of the effective date of the Shelf Registration Statement or such amendment or supplement, (i) to comply in all material respects with the applicable requirements of the Securities Act; and (ii) not to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein (in the case of the Prospectus, in the light of the circumstances under which they were made) not misleading, and the Company and the Guarantors agree to furnish to the Holders of the Registrable Securities copies of any 5 supplement or amendment prior to its being used or promptly following its filing with the Commission; provided, however, that the Company shall have no obligation to deliver to Holders of Registrable Securities copies of any amendment consisting exclusively of an Exchange Act report or other Exchange Act filing otherwise publicly available on the Company's website. If the Shelf Registration Statement, as amended or supplemented from time to time, ceases to be effective for any reason at any time during the Effective Period (other than because all Registrable Securities registered thereunder shall have been sold pursuant thereto or shall have otherwise ceased to be Registrable Securities), the Company and the Guarantors shall use their reasonable best efforts to obtain the prompt withdrawal of any order suspending the effectiveness thereof. (c) Each Holder of Registrable Securities agrees that if such Holder wishes to sell Registrable Securities pursuant to the Shelf Registration Statement and related Prospectus, it will do so only in accordance with this Section 2(c) and Section 3(b). Each Holder of Registrable Securities wishing to sell Registrable Securities pursuant to the Shelf Registration Statement and related Prospectus agrees to deliver a Notice and Questionnaire to the Company at least three (3) Business Days prior to any intended distribution of Registrable Securities under the Shelf Registration Statement. From and after the date the Shelf Registration Statement is declared effective, the Company and the Guarantors shall, as promptly as is practicable after the date a Notice and Questionnaire is delivered, and in any event within five (5) Business Days after such date, (i) if required by applicable law, file with the Commission a post-effective amendment to the Shelf Registration Statement or prepare and, if required by applicable law, file a supplement to the related Prospectus or a supplement or amendment to any document incorporated therein by reference or file any other required document so that the Holder delivering such Notice and Questionnaire is named as a selling security holder in the Shelf Registration Statement and the related Prospectus in such a manner as to permit such Holder to deliver such Prospectus to purchasers of the Registrable Securities in accordance with applicable law and, if the Company and the Guarantors shall file a post-effective amendment to the Shelf Registration Statement, use their reasonable efforts to cause such post-effective amendment to be declared effective under the Securities Act as promptly as is practicable; (ii) provide such Holder copies of any documents filed pursuant to Section 2(c)(i); and (iii) notify such Holder as promptly as practicable after the effectiveness under the Securities Act of any post-effective amendment filed pursuant to Section 2(c)(i); 6 provided that if such Notice and Questionnaire is delivered during a Deferral Period, the Company shall so inform the Holder delivering such Notice and Questionnaire and shall take the actions set forth in clauses (i), (ii) and (iii) above upon expiration of the Deferral Period in accordance with Section 3(b). Notwithstanding anything contained herein to the contrary, the Company and the Guarantors shall be under no obligation to name any Holder that is not a Notice Holder as a selling securityholder in any Shelf Registration Statement or related Prospectus; provided, however, that any Holder that becomes a Notice Holder pursuant to the provisions of this Section 2(c) (whether or not such Holder was a Notice Holder at the time the Shelf Registration Statement was declared effective) shall be named as a selling securityholder in the Shelf Registration Statement or related Prospectus in accordance with the requirements of this Section 2(c). (d) If any of the following events (any such event a "Registration Default") shall occur, then liquidated damages (the "Additional Amounts") shall become payable jointly and severally by the Company and the Guarantors to Holders in respect of the Securities as follows: (i) if the Shelf Registration Statement is not filed with the Commission within 90 days following the Closing Date, then commencing on the 91st day after the Closing Date, Additional Amounts shall accrue on the principal amount of the outstanding Notes that are Registrable Securities and on the Applicable Conversion Price of any outstanding Shares that are Registrable Securities at a rate of 0.25% per annum for the first 90 days following such 91st day and at a rate of 0.5% per annum thereafter; or (ii) if the Shelf Registration Statement is not declared effective by the Commission within 150 days following the Closing Date, then commencing on the 151st day after the Closing Date, Additional Amounts shall accrue on the principal amount of the outstanding Notes that are Registrable Securities and on the Applicable Conversion Price of any outstanding Shares that are Registrable Securities at a rate of 0.25% per annum for the first 90 days following such 151st day and at a rate of 0.5% per annum thereafter; or (iii) if the Company or the Guarantors have failed to perform their obligations set forth in Section 2(c) hereof within the time periods required therein, then commencing on the first day after the date by which the Company and the Guarantors were required to perform such obligations, Additional Amounts shall accrue on the principal amount of the outstanding Notes that are Registrable Securities and on the Applicable Conversion Price of any outstanding Shares that are Registrable Securities at a rate of 0.25% per annum for the first 90 days and at a rate of 0.5% per annum thereafter; 7 (iv) if the Shelf Registration Statement has been declared effective but such Shelf Registration Statement ceases to be effective at any time during the Effective Period (other than pursuant to Section 3(b) hereof), then commencing on the day such Shelf Registration Statement ceases to be effective, Additional Amounts shall accrue on the principal amount of the outstanding Notes that are Registrable Securities and on the Applicable Conversion Price of any outstanding Shares that are Registrable Securities at a rate of 0.25% per annum for the first 90 days following such date on which the Shelf Registration Statement ceases to be effective and at a rate of 0.5% per annum thereafter; or (v) if the aggregate duration of Deferral Periods in any period exceeds the number of days permitted in respect of such period pursuant to Section 3(b) hereof, then commencing on the day the aggregate duration of Deferral Periods in any period exceeds the number of days permitted in respect of such period (and again on the first day of any subsequent Deferral Period during such period), Additional Amounts shall accrue on the principal amount of the outstanding Notes that are Registrable Securities and on the Applicable Conversion Price of any outstanding Shares that are Registrable Securities at a rate of 0.25% per annum for the first 90 days and at a rate of 0.5% per annum thereafter; provided, however, that the Additional Amounts rate on the Securities shall not exceed in the aggregate 0.5% per annum and shall not be payable under more than one clause above for any given period of time, except that if Additional Amounts would be payable under more than one clause above, but at a rate of 0.25% per annum under one clause and at a rate of 0.5% per annum under the other, then the Additional Amounts rate shall be the higher rate of 0.5% per annum; provided further, however, that (1) upon the filing of the Shelf Registration Statement (in the case of clause (i) above), (2) upon the effectiveness of the Shelf Registration Statement (in the case of clause (ii) above), (3) upon the performance by the Company and the Guarantors of their obligations set forth in Section 2(c) hereof within the time periods required therein (in the case of clause (iii) above), (4) upon the effectiveness of the Shelf Registration Statement which had ceased to remain effective (in the case of clause (iv) above), (5) upon the termination of the Deferral Period that caused the limit on the aggregate duration of Deferral Periods in a period set forth in Section 3(b) to be exceeded (in the case of clause (v) above) or (6) upon the termination of certain transfer restrictions on the Securities as a result of the application of Rule 144(k) or any successor provision, Additional Amounts on the Securities as a result of such clause, as the case may be, shall cease to accrue. Additional Amounts on the Securities, if any, will be payable in cash on April 15 and October 15 of each year (the "Additional Amounts Payment Date") to holders of record of outstanding Registrable Securities on each 8 preceding April 1 and October 1. The date of determination of the Applicable Conversion Price of any outstanding Shares that are Registrable Securities shall be the Business Day immediately preceding the Additional Amounts Payment Date; provided that in the case of an event of the type described in clause (iii) above, such Additional Amounts shall be paid only to the Holders that have delivered Notice and Questionnaires that caused the Company and the Guarantors to incur the obligations set forth in Section 2(c), the non-performance of which is the basis of such Registration Default; provided further that any Additional Amounts accrued with respect to any Notes or portion thereof called for redemption on a redemption date or converted into Shares on a conversion date prior to the Registration Default shall, in any such event, be paid instead to the Holder who submitted such Notes or portion thereof for redemption or conversion on the applicable redemption date or conversion date, as the case may be, on such date (or promptly following the conversion date, in the case of conversion). Following the cure of all Registration Defaults requiring the payment of Additional Amounts to the Holders of Registrable Securities pursuant to this Section, the accrual of Additional Amounts will cease (without in any way limiting the effect of any subsequent Registration Default requiring the payment of Additional Amounts). The Company shall notify the Trustee immediately upon the happening of each and every Registration Default. The Trustee shall be entitled, on behalf of Holders of Securities, to seek any available remedy for the enforcement of this Agreement, including for the payment of any Additional Amounts. Notwithstanding the foregoing, the parties agree that the sole monetary damages payable for a violation of the terms of this Agreement with respect to which liquidated damages are expressly provided shall be as set forth in this Section 2(d). Nothing shall preclude a Notice Holder or Holder of Registrable Securities from pursuing or obtaining specific performance or other equitable relief with respect to this Agreement. 3. Registration Procedures. The following provisions shall apply to the Shelf Registration Statement filed pursuant to Section 2: (a) The Company and the Guarantors shall: (i) prepare and file with the Commission a registration statement with respect to the shelf registration on any form which may be utilized by the Company and the Guarantors and which shall permit the disposition of the Registrable Securities in accordance with the intended method or methods thereof, as specified in writing by the Holders of the Registrable Securities, and use their reasonable efforts to cause such 9 registration statement to become effective in accordance with Section 2(a) above; (ii) before filing any Shelf Registration Statement or Prospectus or any amendments or supplements thereto with the Commission, furnish to the Initial Purchasers copies of all such documents proposed to be filed and use reasonable efforts to reflect in each such document when so filed with the Commission such comments as the Initial Purchasers reasonably shall propose within three (3) Business Days of the delivery of such copies to the Initial Purchasers; (iii) use their reasonable efforts to prepare and file with the Commission such amendments and post-effective amendments to the Shelf Registration Statement and file with the Commission any other required document as may be necessary to keep such Shelf Registration Statement continuously effective until the expiration of the Effective Period; cause the related Prospectus to be supplemented by any required Prospectus supplement, and as so supplemented to be filed pursuant to Rule 424 (or any similar provisions then in force) under the Securities Act; and comply with the provisions of the Securities Act applicable to it with respect to the disposition of all Securities covered by such Shelf Registration Statement during the Effective Period in accordance with the intended methods of disposition by the sellers thereof set forth in such Shelf Registration Statement as so amended or such Prospectus as so supplemented; (iv) promptly notify the Notice Holders of Registrable Securities (A) when such Shelf Registration Statement or the Prospectus included therein or any amendment or supplement to the Prospectus or post-effective amendment has been filed with the Commission, and, with respect to such Shelf Registration Statement or any post-effective amendment, when the same has become effective, (B) of any request, following the effectiveness of the Shelf Registration Statement, by the Commission or any other Federal or state governmental authority for amendments or supplements to the Shelf Registration Statement or related Prospectus or for additional information, (C) of the issuance by the Commission of any stop order suspending the effectiveness of such Shelf Registration Statement or the initiation or written threat of any proceedings for that purpose, (D) of the receipt by the Company or any Guarantor of any notification with respect to the suspension of the qualification of the Registrable Securities for sale in any jurisdiction or the initiation or written threat of any proceeding for such purpose, (E) of the occurrence of (but not the nature of or details concerning) any event or the existence of any fact (a "Material Event") as a result of which any Shelf Registration Statement shall contain any untrue statement of a material fact or omit to 10 state any material fact required to be stated therein or necessary to make the statements therein not misleading, or any Prospectus shall contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading (provided, however, that no notice by the Company shall be required pursuant to this clause (E) in the event that the Company either promptly files a Prospectus supplement to update the Prospectus or a Form 8-K or other appropriate Exchange Act report that is incorporated by reference into the Shelf Registration Statement, which, in either case, contains the requisite information with respect to such Material Event that results in such Shelf Registration Statement no longer containing any untrue statement of material fact or omitting to state a material fact necessary to make the statements contained therein not misleading), (F) of the determination by the Company that a post-effective amendment to the Shelf Registration Statement will be filed with the Commission, which notice may, at the discretion of the Company (or as required pursuant to Section 3(b)), state that it constitutes a Deferral Notice, in which event the provisions of Section 3(b) shall apply or (G) at any time when a Prospectus is required to be delivered under the Securities Act, that the Shelf Registration Statement, Prospectus, Prospectus amendment or supplement or post-effective amendment does not conform in all material respects to the applicable requirements of the Securities Act and the Trust Indenture Act and the rules and regulations of the Commission thereunder; (v) prior to any public offering of the Registrable Securities pursuant to the Shelf Registration Statement, use their reasonable best efforts to register or qualify, or cooperate with the Notice Holders of Securities included therein and their respective counsel in connection with the registration or qualification of, such Securities for offer and sale under the securities or blue sky laws of such jurisdictions as any such Notice Holders reasonably requests in writing and do any and all other acts or things necessary or advisable to enable the offer and sale in such jurisdictions of the Securities covered by the Shelf Registration Statement; prior to any public offering of the Registrable Securities pursuant to the Shelf Registration Statement, use its reasonable efforts to keep each such registration or qualification (or exemption therefrom) effective during the Effective Period in connection with such Notice Holder's offer and sale of Registrable Securities pursuant to such registration or qualification (or exemption therefrom) and do any and all other acts or things necessary or advisable to enable the disposition in such jurisdictions of such Registrable Securities in the manner set forth in the Shelf Registration Statement and the related Prospectus; provided that the Company and the Guarantors will not be required to qualify generally to do business in any 11 jurisdiction where it is not then so qualified or to take any action which would subject it to general service of process or to taxation in any such jurisdiction where it is not then so subject (vi) use its reasonable best efforts to prevent the issuance of, and if issued, to obtain the withdrawal of any order suspending the effectiveness of the Shelf Registration Statement or any post-effective amendment thereto, and to lift any suspension of the qualification of any of the Registrable Securities for sale in any jurisdiction in which they have been qualified for sale, in each case at the earliest practicable date; (vii) upon reasonable notice, for a reasonable period prior to the filing of the Shelf Registration Statement, and throughout the Effective Period, (i) make reasonably available for inspection by a representative of, and Special Counsel acting for, Majority Holders of the Securities being sold and any underwriter (and its counsel) participating in any disposition of Securities pursuant to such Shelf Registration Statement, all relevant financial and other records, pertinent corporate documents and properties of the Company and its subsidiaries and (ii) use reasonable best efforts to have their officers, directors, employees, accountants and counsel supply all relevant information reasonably requested by such representative, Special Counsel or any such underwriter in connection with such Shelf Registration Statement. (viii) if requested by Majority Holders of the Securities being sold in an underwriting, their Special Counsel or the managing underwriters (if any) in connection with such Shelf Registration Statement, use their reasonable best efforts to cause (i) their counsel to deliver an opinion relating to the Shelf Registration Statement and the Securities in customary form, (ii) their officers to execute and deliver all customary documents and certificates requested by the Majority Holders of the Securities being sold, their Special Counsel or the managing underwriters (if any) and (iii) their independent public accountants to provide a comfort letter or letters in customary form, subject to receipt of appropriate documentation as contemplated, and only if permitted, by Statement of Auditing Standards No. 72. (ix) if reasonably requested by the Initial Purchasers or any Notice Holder, promptly incorporate in a Prospectus supplement or post-effective amendment to the Shelf Registration Statement such information as the Initial Purchasers or such Notice Holder shall, on the basis of a written opinion of nationally-recognized counsel experienced in such matters, determine to be required to be included therein by applicable law and make any required filings of such Prospectus supplement or such post-effective amendment; provided, that the Company shall not be required to take any actions under this Section 3(a)(viii) that are not, in the 12 reasonable opinion of counsel for the Company, in compliance with applicable law; (x) promptly furnish to each Notice Holder and the Initial Purchasers, upon their request and without charge, at least one (1) conformed copy of the Shelf Registration Statement and any amendments thereto, including financial statements but excluding schedules, all documents incorporated or deemed to be incorporated therein by reference and all exhibits; provided, however, that the Company shall have no obligation to deliver to Notice Holders or Initial Purchasers a copy of any amendment consisting exclusively of an Exchange Act report or other Exchange Act filing otherwise publicly available on the Company's website; (xi) during the Effective Period, deliver to each Notice Holder in connection with any sale of Registrable Securities pursuant to the Shelf Registration Statement, without charge, as many copies of the Prospectus relating to such Registrable Securities (including each preliminary prospectus) and any amendment or supplement thereto as such Notice Holder may reasonably request; and the Company hereby consents (except during such periods that a Deferral Notice is outstanding and has not been revoked) to the use of such Prospectus or each amendment or supplement thereto by each Notice Holder in connection with any offering and sale of the Registrable Securities covered by such Prospectus or any amendment or supplement thereto in the manner set forth therein; and (xii) cooperate with the Notice Holders of Securities to facilitate the timely preparation and delivery of certificates representing Securities to be sold pursuant to the Shelf Registration Statement free of any restrictive legends and in such denominations and registered in such names as the Holders thereof may request in writing at least two business days prior to sales of Securities pursuant to such Shelf Registration Statement. (b) Upon (A) the issuance by the Commission of a stop order suspending the effectiveness of the Shelf Registration Statement or the initiation of proceedings with respect to the Shelf Registration Statement under Section 8(d) or 8(e) of the Securities Act, (B) the occurrence of any event or the existence of any Material Event as a result of which the Shelf Registration Statement shall contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, or any Prospectus shall contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or (C) the occurrence or existence of any corporate development that, in the discretion of the Company, makes it 13 appropriate to suspend the availability of the Shelf Registration Statement and the related Prospectus, the Company will (i) in the case of clause (B) above, subject to the third sentence of this provision, as promptly as practicable prepare and file a post-effective amendment to such Shelf Registration Statement or a supplement to the related Prospectus or any document incorporated therein by reference or file any other required document that would be incorporated by reference into such Shelf Registration Statement and Prospectus so that such Shelf Registration Statement does not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and such Prospectus does not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, as thereafter delivered to the purchasers of the Registrable Securities being sold thereunder, and, in the case of a post-effective amendment to the Shelf Registration Statement, subject to the third sentence of this provision, use reasonable efforts to cause it to be declared effective as promptly as is practicable, and (ii) give notice to the Notice Holders that the availability of the Shelf Registration Statement is suspended (a "Deferral Notice"). Upon receipt of any Deferral Notice, each Notice Holder agrees not to sell any Registrable Securities pursuant to the Shelf Registration Statement until such Notice Holder's receipt of copies of the supplemented or amended Prospectus provided for in clause (i) above, or until it is advised in writing by the Company that the Prospectus may be used, and has received copies of any additional or supplemental filings that are incorporated or deemed incorporated by reference in such Prospectus. The Company will use its reasonable best efforts to ensure that the use of the Prospectus may be resumed (x) in the case of clause (A) above, as promptly as practicable, (y) in the case of clause (B) above, as soon as, in the sole judgment of the Company, public disclosure of such Material Event would not be prejudicial to or contrary to the interests of the Company or, if necessary to avoid unreasonable burden or expense, as soon as practicable thereafter and (z) in the case of clause (C) above, as soon as, in the discretion of the Company, such suspension is no longer appropriate; provided that the period during which the availability of the Shelf Registration Statement and any Prospectus is suspended (the "Deferral Period"), without the Company incurring any obligation to pay liquidated damages pursuant to Section 2(d), shall not exceed one hundred and twenty (120) days in the aggregate in any twelve (12) month period. (c) Each Holder of Registrable Securities agrees that upon receipt of any Deferral Notice from the Company, such Holder shall forthwith discontinue (and cause any placement or sales agent or underwriters acting on their behalf to discontinue) the disposition of Registrable Securities pursuant to the registration statement applicable to such Registrable Securities until such Holder (i) shall have received copies of such amended or supplemented Prospectus and, if so 14 directed by the Company, such Holder shall deliver to the Company (at the Company's expense) all copies, other than permanent file copies, then in such Holder's possession of the Prospectus covering such Registrable Securities at the time of receipt of such notice or (ii) shall have received notice from the Company that the disposition of Registrable Securities pursuant to the Shelf Registration may continue. (d) The Company may require each Holder of Registrable Securities as to which any registration pursuant to Section 2(a) is being effected to furnish to the Company such information regarding such Holder and such Holder's intended method of distribution of such Registrable Securities as the Company may from time to time reasonably request in writing, but only to the extent that such information is required in order to comply with the Securities Act. Each such Holder agrees to notify the Company as promptly as practicable of any inaccuracy or change in information previously furnished by such Holder to the Company or of the occurrence of any event in either case as a result of which any Prospectus relating to such registration contains or would contain an untrue statement of a material fact regarding such Holder or such Holder's intended method of disposition of such Registrable Securities or omits to state any material fact regarding such Holder or such Holder's intended method of disposition of such Registrable Securities required to be stated therein or necessary to make the statements therein not misleading, and promptly to furnish to the Company any additional information required to correct and update any previously furnished information or required so that such Prospectus shall not contain, with respect to such Holder or the disposition of such Registrable Securities, an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. (e) The Company shall comply with all applicable rules and regulations of the Commission and make generally available to its securityholders earning statements (which need not be audited) satisfying the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or any similar rule promulgated under the Securities Act) no later than 45 days after the end of any 12-month period (or 90 days after the end of any 12-month period if such period is a fiscal year) commencing on the first day of the first fiscal quarter of the Company commencing after the effective date of the Shelf Registration Statement, which statements shall cover said 12-month periods. (f) The Company shall provide a CUSIP number for all Registrable Securities covered by the Shelf Registration Statement not later than the effective date of such Shelf Registration Statement and provide the Trustee for the Notes and the transfer agent for the Shares with printed certificates for the Registrable Securities that are in a form eligible for deposit with The Depository Trust Company. 15 (g) The Company shall use its reasonable efforts to provide such information as is required for any filings required to be made with the National Association of Securities Dealers, Inc. (h) Until the expiration of two years after the Closing Date, the Company will not, and will not permit any of its "affiliates" (as defined in Rule 144) to, resell any of the Securities that have been reacquired by any of them except pursuant to an effective registration statement under the Securities Act. (i) The Company shall cause the Indenture to be qualified under the Trust Indenture Act in a timely manner. (j) The Company shall enter into such customary agreements and take all such other necessary and lawful actions in connection therewith (including those requested by the Majority Holders of the Registrable Securities being sold) in order to expedite or facilitate disposition of such Registrable Securities. 4. Holder's Obligations. Each Holder agrees, by acquisition of the Registrable Securities, that no Holder of Registrable Securities shall be entitled to sell any of such Registrable Securities pursuant to the Shelf Registration Statement or to receive a Prospectus relating thereto, unless such Holder has furnished the Company with a Notice and Questionnaire as required pursuant to Section 2(c) hereof (including the information required to be included in such Notice and Questionnaire) and the information set forth in the next sentence. Each Notice Holder agrees promptly to furnish to the Company all information required to be disclosed in order to make the information previously furnished to the Company by such Notice Holder not misleading and any other information regarding such Notice Holder and the distribution of such Registrable Securities as may be required to be disclosed in the Shelf Registration Statement under applicable law or pursuant to Commission comments. Each Holder further agrees not to sell any Registrable Securities pursuant to the Shelf Registration Statement without delivering, or causing to be delivered, a Prospectus to the purchaser thereof and, following termination of the Effective Period, to notify the Company, within 10 Business Days of a request by the Company, of the amount of Registrable Securities sold pursuant to the Shelf Registration Statement and, in the absence of a response, the Company may assume that all of the Holder's Registrable Securities were so sold. 5. Registration Expenses. The Company agrees to bear and to pay or cause to be paid promptly upon request being made therefor all expenses incident to the Company's performance of or compliance with this Agreement, including, but not limited to, (a) all Commission and any NASD registration and filing fees and expenses, (b) all fees and expenses in connection with the qualification of the Securities for offering and sale under the State 16 securities and Blue Sky laws referred to in Section 3(a)(v) hereof, including reasonable fees and disbursements of one counsel for the placement agent or underwriters, if any, in connection with such qualifications, (c) all expenses relating to the preparation, printing, distribution and reproduction of the Shelf Registration Statement, the related Prospectus, each amendment or supplement to each of the foregoing, the certificates representing the Securities and all other documents relating hereto, (d) fees and expenses of the Trustee under the Indenture, any escrow agent or custodian, and of the registrar and transfer agent for the Shares, (e) fees, disbursements and expenses of counsel and independent certified public accountants of the Company (including the expenses of any opinions or "cold comfort" letters required by or incident to such performance and compliance) and (f) reasonable fees, disbursements and expenses of one counsel for the Holders of Registrable Securities retained in connection with the Shelf Registration Statement, as selected by the Company (unless reasonably objected to by the Majority Holders of the Registrable Securities being registered, in which case the Majority Holders shall select such counsel for the Holders)("Special Counsel"), and fees, expenses and disbursements of any other Persons, including special experts, retained by the Company in connection with such registration (collectively, the "Registration Expenses"). To the extent that any Registration Expenses are incurred, assumed or paid by any Holder of Registrable Securities or any underwriter or placement agent therefor, the Company shall reimburse such Person for the full amount of the Registration Expenses so incurred, assumed or paid promptly after receipt of a documented request therefor. Notwithstanding the foregoing, the Holders of the Registrable Securities being registered shall pay all underwriting discounts and commissions and placement agent fees and commissions attributable to the sale of such Registrable Securities and the fees and disbursements of any counsel or other advisors or experts retained by such Holders (severally or jointly), other than the counsel and experts specifically referred to above. 6. Indemnification. (a) The Company and each of the Guarantors shall jointly and severally indemnify and hold harmless each Holder (including, without limitation, any such Initial Purchaser), its affiliates, their respective officers, directors, employees, representatives and agents, and each person, if any, who controls such Holder within the meaning of the Securities Act or the Exchange Act (collectively referred to for purposes of this Section 6 and Section 7 as a Holder) from and against any loss, claim, damage or liability, joint or several, or any action in respect thereof (including, without limitation, any loss, claim, damage, liability or action relating to purchases and sales of Securities), to which that Holder may become subject, whether commenced or threatened, under the Securities Act, the Exchange Act, any other federal or state statutory law or regulation, at common law or otherwise, insofar as such loss, claim, damage, liability or action arises out of, or is based upon, (i) any untrue statement or alleged untrue statement of a material fact contained in any such Registration Statement or any Prospectus forming part thereof or in any amendment or 17 supplement thereto or (ii) the omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and shall reimburse each Holder promptly upon demand for any legal or other expenses reasonably incurred by that Holder in connection with investigating or defending or preparing to defend against or appearing as a third party witness in connection with any such loss, claim, damage, liability or action as such expenses are incurred; provided, however, that the Company and the Guarantors shall not be liable in any such case to the extent that any such loss, claim, damage, liability or action arises out of, or is based upon, an untrue statement or alleged untrue statement in or omission or alleged omission from any of such documents in reliance upon and in conformity with any information provided by a Holder in its most recent Notice and Questionnaire; and provided, further, that with respect to any such untrue statement in or omission from any related preliminary prospectus, the indemnity agreement contained in this Section 6(a) shall not inure to the benefit of any Holder from whom the person asserting any such loss, claim, damage, liability or action received Securities to the extent that such loss, claim, damage, liability or action of or with respect to such Holder results from the fact that both (A) a copy of the final prospectus was not sent or given to such person at or prior to the written confirmation of the sale of such Securities to such person and (B) the untrue statement in or omission from the related preliminary prospectus was corrected in the final prospectus unless, in either case, such failure to deliver the final Prospectus was a result of non-compliance by the Company or any Guarantor with Section 4. This indemnity agreement shall be in addition to any liability that the Company or the Guarantor may otherwise have. The Company and the Guarantors also shall jointly and severally indemnify and hold harmless as provided in this Section 6(a) or contribute as provided in Section 6(d) hereof to loss, claim, damage, liability or action of each underwriter, if any, of Securities registered under the Shelf Registration Statement, its affiliates, their respective officers, directors, employees, representatives and agents, and each person, if any, who controls such underwriter within the meaning of the Securities Act or the Exchange Act on substantially the same basis as that of the indemnification of the selling Holders provided in this paragraph (a) and shall, if requested by any Holder, enter into an underwriting agreement reflecting such agreement. (b) Each Holder shall indemnify and hold harmless the Company, each Guarantor and their respective affiliates, their respective officers, directors, employees, representatives and agents, and each person, if any, who controls the Company or any Guarantor within the meaning of the Securities Act or the Exchange Act (collectively referred to for purposes of this Section 6(b) and Section 7 as the Company), from and against any loss, claim, damage or liability, joint or several, or any action in respect thereof, to which the Company may 18 become subject, whether commenced or threatened, under the Securities Act, the Exchange Act, any other federal or state statutory law or regulation, at common law or otherwise, insofar as such loss, claim, damage, liability or action arises out of, or is based upon, (i) any untrue statement or alleged untrue statement of a material fact contained in any such Registration Statement or any prospectus forming part thereof or in any amendment or supplement thereto or (ii) the omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, but in each case only to the extent that the untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with any information furnished to the Company by such Holder in its most recent Notice and Questionnaire, and shall reimburse the Company for any legal or other expenses reasonably incurred by the Company in connection with investigating or defending or preparing to defend against or appearing as a third party witness in connection with any such loss, claim, damage, liability or action as such expenses are incurred; provided, however, that no such Holder shall be liable for any indemnity claims hereunder in excess of the amount of net proceeds received by such Holder from the sale of Securities pursuant to such Shelf Registration Statement. This indemnity agreement will be in addition to any liability which any such Holder may otherwise have. (c) Promptly after receipt by an indemnified party under this Section 6 of notice of any claim or the commencement of any action, the indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party pursuant to Section 6(a) or 6(b), notify the indemnifying party in writing of the claim or the commencement of that action; provided, however, that the failure to notify the indemnifying party shall not relieve it from any liability which it may have under this Section 6 except to the extent that it has been materially prejudiced (through the forfeiture of substantive rights or defenses) by such failure; and provided, further, that the failure to notify the indemnifying party shall not relieve it from any liability which it may have to an indemnified party otherwise than under this Section 6. If any such claim or action shall be brought against an indemnified party, and it shall notify the indemnifying party thereof, the indemnifying party shall be entitled to participate therein and, to the extent that it wishes, jointly with any other similarly notified indemnifying party, to assume the defense thereof with counsel reasonably satisfactory to the indemnified party. After notice from the indemnifying party to the indemnified party of its election to assume the defense of such claim or action, the indemnifying party shall not be liable to the indemnified party under this Section 6 for any legal or other expenses subsequently incurred by the indemnified party in connection with the defense thereof other than the reasonable costs of investigation; provided, however, that an indemnified party shall have the right to employ its own counsel in any such action, but the fees, expenses and other charges of such counsel for the indemnified party will be at the expense of such indemnified party unless (1) 19 the employment of counsel by the indemnified party has been authorized in writing by the indemnifying party, (2) the indemnified party has reasonably concluded (based upon advice of counsel to the indemnified party) that there may be legal defenses available to it or other indemnified parties that are different from or in addition to those available to the indemnifying party, (3) a conflict or potential conflict exists (based upon advice of counsel to the indemnified party) between the indemnified party and the indemnifying party (in which case the indemnifying party will not have the right to direct the defense of such action on behalf of the indemnified party) or (4) the indemnifying party has not in fact employed counsel reasonably satisfactory to the indemnified party to assume the defense of such action within a reasonable time after receiving notice of the commencement of the action, in each of which cases the reasonable fees, disbursements and other charges of counsel will be at the expense of the indemnifying party or parties. It is understood that the indemnifying party or parties shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the reasonable fees, disbursements and other charges of more than one separate firm of attorneys (in addition to any local counsel) at any one time for all such indemnified party or parties. Each indemnified party, as a condition of the indemnity agreements contained in Sections 6(a) and 6(b), shall use all reasonable efforts to cooperate with the indemnifying party in the defense of any such action or claim. No indemnifying party shall be liable for any settlement of any such action effected without its written consent (which consent shall not be unreasonably withheld), but if settled with its written consent or if there be a final judgment for the plaintiff in any such action, the indemnifying party agrees to indemnify and hold harmless any indemnified party from and against any loss or liability by reason of such settlement or judgment or if the indemnifying party has not paid the expenses and fees for which it is liable 20 days after notice by the indemnified party of request for reimbursement. No indemnifying party shall, without the prior written consent of the indemnified party (which consent shall not be unreasonably withheld), effect any settlement of any pending or threatened proceeding in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party, unless such settlement (i) includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such proceeding and (ii) does not include a statement or admission of fault, culpability or a failure to act, by or on behalf of the indemnified party. (d) The provisions of this Section 6 and Section 7 shall remain in full force and effect, regardless of any investigation made by or on behalf of any Holder, the Company, the Guarantors or any of the indemnified Persons referred to in this Section 6 and Section 7, and shall survive the sale by a Holder of securities covered by the Shelf Registration Statement. 20 7. Contribution. If the indemnification provided for in Section 6 is unavailable or insufficient to hold harmless an indemnified party under Section 6(a) or 6(b), then each indemnifying party shall, in lieu of indemnifying such indemnified party, contribute to the amount paid or payable by such indemnified party as a result of such loss, claim, damage or liability, or action in respect thereof, (i) in such proportion as shall be appropriate to reflect the relative benefits received by the Company and the Guarantors from the offering and sale of the Notes, on the one hand, and a Holder with respect to the sale by such Holder of Securities, on the other, or (ii) if the allocation provided by clause (i) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of the Company and each of the Guarantors on the one hand and such Holder on the other with respect to the statements or omissions that resulted in such loss, claim, damage or liability, or action in respect thereof, as well as any other relevant equitable considerations. The relative benefits received by the Company and each of the Guarantors on the one hand and a Holder on the other with respect to such offering and such sale shall be deemed to be in the same proportion as the total net proceeds from the offering of the Notes (before deducting expenses) received by or on behalf of the Company and each of the Guarantors, on the one hand, and the total discounts and commissions received by such Holder with respect to the Securities, on the other, bear to the total gross proceeds from the sale of Securities. The relative fault shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to the Company and each of the Guarantors or information supplied by the Company and each of the Guarantors on the one hand or to any information contained in the relevant Notice and Questionnaire supplied by such Holder on the other, the intent of the parties and their relative knowledge, access to information and opportunity to correct or prevent such untrue statement or omission. The parties hereto agree that it would not be just and equitable if contributions pursuant to this Section 7 were to be determined by pro rata allocation or by any other method of allocation that does not take into account the equitable considerations referred to herein. The amount paid or payable by an indemnified party as a result of the loss, claim, damage or liability, or action in respect thereof, referred to above in this Section 7 shall be deemed to include, for purposes of this Section 7, any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending or preparing to defend any such action or claim. Notwithstanding the provisions of this Section 7, an indemnifying party that is a Holder of Securities shall not be required to contribute any amount in excess of the amount by which the total price at which the Securities sold by such indemnifying party to any purchaser exceeds the amount of any damages which such indemnifying party has otherwise paid or become liable to pay by reason of any untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. 21 8. Rule 144A and Rule 144. So long as any Restricted Securities remain outstanding, the Company shall use its reasonable best efforts to file the reports required to be filed by it under Rule 144A(d)(4) under the Securities Act and the Exchange Act in a timely manner and, if at any time the Company is not required to file such reports, it will, upon the written request of any Holder of Restricted Securities, make publicly available other information so long as necessary to permit sales of such Holder's securities pursuant to Rules 144 and 144A. The Company and the Guarantors covenant that they will take such further action as any Holder of Restricted Securities may reasonably request, all to the extent required from time to time to enable such Holder to sell Restricted Securities without registration under the Securities Act within the limitation of the exemptions provided by Rules 144 and 144A (including, without limitation, the requirements of Rule 144A(d)(4)). Upon the written request of any Holder of Restricted Securities, the Company and the Guarantors shall deliver to such Holder a written statement as to whether it has complied with such requirements. Notwithstanding the foregoing, nothing in this Section 8 shall be deemed to require the Company to register any of its securities pursuant to the Exchange Act. 9. Miscellaneous. (a) Amendments and Waivers. The provisions of this Agreement may not be amended, modified or supplemented, and waivers or consents to departures from the provisions hereof may not be given, unless the Company has obtained the written consent of Majority Holders. Notwithstanding the foregoing, a waiver or consent to depart from the provisions hereof with respect to a matter that relates exclusively to the rights of Holders whose Securities are being sold pursuant to the Shelf Registration Statement and that does not directly or indirectly affect the rights of other Holders may be given by Holders of a majority in aggregate amount of the Securities being sold by such Holders pursuant to the Shelf Registration Statement. (b) Notices. All notices and other communications provided for or permitted hereunder shall be made in writing by hand-delivery, first-class mail, telecopier or air courier guaranteeing next-day delivery: (1) If to the Company or the Guarantors, initially at the address set forth in the Purchase Agreement; (2) If to the Initial Purchasers, , initially at their respective addresses set forth in the Purchase Agreement; and (3) If to a Holder, to the address of such Holder set forth in the security register, the Notice and Questionnaire or other records of the Company. 22 All such notices and communications shall be deemed to have been duly given: when delivered by hand, if personally delivered; one business day after being delivered to a next-day air courier; five business days after being deposited in the mail; and when receipt is acknowledged by the recipient's telecopier machine, if sent by telecopier. (c) Successors And Assigns. This Agreement shall be binding upon the Company, the Guarantors and their respective successors and assigns. (d) Counterparts. This Agreement may be executed in any number of counterparts (which may be delivered in original form or by telecopier) and by the parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. (e) Definition of Terms. For purposes of this Agreement, (a) the term "business day" means any day on which the New York Stock Exchange, Inc. is open for trading, (b) the term "subsidiary" has the meaning set forth in Rule 405 under the Securities Act and (c) except where otherwise expressly provided, the term "affiliate" has the meaning set forth in Rule 405 under the Securities Act. (f) Headings. The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof. (g) Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. (h) Remedies. In the event of a breach by the Company or any of the Guarantors or by any Holder of any of their respective obligations under this Agreement, each Holder or the Company or any Guarantor, as the case may be, in addition to being entitled to exercise all rights granted by law, including recovery of damages (other than the recovery of damages for a breach by the Company or any Guarantor of their obligations under Section 2 hereof for which additional amounts have been paid pursuant to Section 3 hereof), will be entitled to specific performance of its rights under this Agreement. The Company, each Guarantor and each Holder agree that monetary damages would not be adequate compensation for any loss incurred by reason of a breach by it of any of the provisions of this Agreement and hereby further agree that, in the event of any action for specific performance in respect of such breach, it shall waive the defense that a remedy at law would be adequate. (i) No Inconsistent Agreements. Each of the Company and each Guarantor represents, warrants and agrees that (i) it has not entered into, shall not, on or after the date of this Agreement, enter into any agreement that is inconsistent with the rights granted to the Holders in this Agreement or otherwise conflicts with the provisions hereof, (ii) it has not previously entered into any agreement which remains in effect granting any registration rights with respect to any of its debt securities to any 23 person and (iii) without limiting the generality of the foregoing, without the written consent of the Holders of a majority in aggregate principal amount of the then outstanding Restricted Securities, it shall not grant to any person the right to request the Company to register any debt securities of the Company under the Securities Act unless the rights so granted are not in conflict or inconsistent with the provisions of this Agreement. (j) No Piggyback on Registrations. Neither the Company nor the Guarantors nor any of its security holders (other than the Holders of Restricted Securities in such capacity) shall have the right to include any securities of the Company in any Shelf Registration Statement other than Restricted Securities. (k) Severability. The remedies provided herein are cumulative and not exclusive of any remedies provided by law. If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions set forth herein shall remain in full force and effect and shall in no way be affected, impaired or invalidated, and the parties hereto shall use their reasonable best efforts to find and employ an alternative means to achieve the same or substantially the same result as that contemplated by such term, provision, covenant or restriction. It is hereby stipulated and declared to be the intention of the parties that they would have executed the remaining terms, provisions, covenants and restrictions without including any of such that may be hereafter declared invalid, illegal, void or unenforceable. (l) Survival. The respective indemnities, agreements, representations, warranties and each other provision set forth in this Agreement or made pursuant hereto shall remain in full force and effect regardless of any investigation (or statement as to the results thereof) made by or on behalf of any Holder of Registrable Securities, any director, officer or partner of such Holder, any agent or underwriter or any director, officer or partner thereof, or any controlling person of any of the foregoing, and shall survive delivery of and payment for the Registrable Securities pursuant to the Purchase Agreement and the transfer and registration of Registrable Securities by such Holder. (m) Securities Held by the Company, etc. Whenever the consent or approval of Holders of a specified percentage of Securities is required hereunder, Securities held by the Company or its affiliates (other than subsequent Holders of Securities if such subsequent Holders are deemed to be affiliates solely by reason of their holdings of such Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. 24 Please confirm that the foregoing correctly sets forth the agreement among the Company, the Guarantors and the Initial Purchasers. Very truly yours, MANOR CARE, INC. By:/s/ R. Jeffrey Bixler ------------------------------------ Name: R. Jeffrey Bixler Title: Vice President, Secretary and General Counsel 25 SUBSIDIARY GUARANTORS AMERICAN HOSPITAL BUILDING CORPORATION AMERICANA HEALTHCARE CENTER OF PALOS TOWNSHIP, INC. AMERICANA HEALTHCARE CORPORATION OF GEORGIA AMERICANA HEALTHCARE CORPORATION OF NAPLES ANCILLARY SERVICES MANAGEMENT, INC. BAILY NURSING HOME, INC. BIRCHWOOD MANOR, INC. BLUE RIDGE REHABILITATION SERVICES, INC. CANTERBURY VILLAGE, INC. CHARLES MANOR, INC. CHESAPEAKE MANOR, INC. DEKALB HEALTHCARE CORPORATION DEVON MANOR CORPORATION DISTCO, INC. DIVERSIFIED REHABILITATION SERVICES, INC. DONAHOE MANOR, INC. EAST MICHIGAN CARE CORPORATION EXECUTIVE ADVERTISING, INC. EYE-Q NETWORK, INC. 26 FOUR SEASONS NURSING CENTERS, INC. GEORGIAN BLOOMFIELD, INC. GREENVIEW MANOR, INC. HCR HOME HEALTH CARE AND HOSPICE, INC. HCR HOSPITAL HOLDING COMPANY, INC. HCR INFORMATION CORPORATION HCR MANORCARE MEDICAL SERVICES OF FLORIDA, INC. HCR PHYSICIAN MANAGEMENT SERVICES, INC. HCR REHABILITATION CORP. HCRA OF TEXAS, INC. HCRC INC. HEALTH CARE AND RETIREMENT CORPORATION OF AMERICA HEARTLAND CAREPARTNERS, INC. HEARTLAND EMPLOYMENT SERVICES, INC. HEARTLAND HOME CARE, INC. HEARTLAND HOME HEALTH CARE SERVICES, INC. HEARTLAND HOSPICE SERVICES, INC. HEARTLAND INFORMATION SERVICES, INC. (fka Heartland Medical Information Services) 27 HEARTLAND MANAGEMENT SERVICES, INC. HEARTLAND REHABILITATION SERVICES OF FLORIDA, INC. HEARTLAND REHABILITATION SERVICES, INC. HEARTLAND SERVICES CORP. HERBERT LASKIN, RPT - JOHN MCKENZIE, RPT PHYSICAL THERAPY PROFESSIONAL ASSOCIATES, INC. HGCC OF ALLENTOWN, INC. IN HOME HEALTH, INC. INDUSTRIAL WASTES, INC. IONIA MANOR, INC. JACKSONVILLE HEALTHCARE CORPORATION KENSINGTON MANOR, INC. KNOLLVIEW MANOR, INC. LEADER NURSING AND REHABILITATION CENTER OF BETHEL PARK, INC. LEADER NURSING AND REHABILITATION CENTER OF GLOUCESTER, INC. LEADER NURSING AND REHABILITATION CENTER OF SCOTT TOWNSHIP, INC. LEADER NURSING AND REHABILITATION CENTER OF VIRGINIA INC. LINCOLN HEALTH CARE, INC. MANOR CARE AVIATION, INC. 28 MANOR CARE OF AKRON, INC. MANOR CARE OF AMERICA, INC MANOR CARE OF ARIZONA, INC. MANOR CARE OF ARLINGTON, INC. MANOR CARE OF BOCA RATON, INC. MANOR CARE OF BOYNTON BEACH, INC. MANOR CARE OF CANTON, INC. MANOR CARE OF CENTERVILLE, INC MANOR CARE OF CHARLESTON, INC. MANOR CARE OF CINCINNATI, INC. MANOR CARE OF COLUMBIA, INC. MANOR CARE OF DARIEN, INC. MANOR CARE OF DELAWARE COUNTY, INC. MANOR CARE OF DUNEDIN, INC. MANOR CARE OF FLORIDA, INC. MANOR CARE OF HINSDALE, INC. MANOR CARE OF KANSAS, INC. MANOR CARE OF KINGSTON COURT, INC. MANOR CARE OF LARGO, INC. MANOR CARE OF LEXINGTON, INC. MANOR CARE OF MEADOW PARK, INC. MANOR CARE OF MIAMISBURG, INC 29 MANOR CARE OF NORTH OLMSTEAD, INC. MANOR CARE OF PINEHURST, INC. MANOR CARE OF PLANTATION, INC. MANOR CARE OF ROLLING MEADOWS, INC. MANOR CARE OF ROSSVILLE, INC. MANOR CARE OF SARASOTA, INC. MANOR CARE OF WILLOUGHBY, INC. MANOR CARE OF WILMINGTON, INC. MANOR CARE OF YORK (NORTH), INC. MANOR CARE OF YORK (SOUTH), INC. MANOR CARE PROPERTIES, INC. MANORCARE HEALTH SERVICES OF BOYNTON BEACH, INC. MANORCARE HEALTH SERVICES OF NORTHHAMPTON COUNTY, INC. MANORCARE HEALTH SERVICES OF VIRGINIA, INC. MANORCARE HEALTH SERVICES, INC. MARINA VIEW MANOR, INC. MEDI-SPEECH SERVICE, INC. MID-SHORE PHYSICAL THERAPY ASSOCIATES, INC. MILESTONE HEALTH SYSTEMS, INC. MILESTONE HEALTHCARE, INC. 30 MILESTONE REHABILITATION SERVICES, INC. MILESTONE STAFFING SERVICES, INC. MILESTONE THERAPY SERVICES, INC. MNR FINANCE CORP. MRC REHABILITATION, INC. NEW MANORCARE HEALTH SERVICES, INC. PEAK REHABILITATION, INC. PERRYSBURG PHYSICAL THERAPY, INC PHYSICAL OCCUPATIONAL AND SPEECH THERAPY, INC. PNEUMATIC CONCRETE, INC. PORTFOLIO ONE, INC. REHABILITATION ADMINISTRATION CORPORATION REHABILITATION ASSOCIATES, INC. REHABILITATION SERVICES OF ROANOKE, INC. REINBOLT & BURKAM, INC. RICHARDS HEALTHCARE, INC. RIDGEVIEW MANOR, INC. ROLAND PARK NURSING CENTER, INC. RVA MANAGEMENT SERVICES, INC. SILVER SPRING - WHEATON NURSING 31 HOME, INC. SPRINGHILL MANOR, INC. STEWALL CORPORATION STRATFORD MANOR, INC. STUTEX CORP. SUN VALLEY MANOR, INC. THE NIGHTINGALE NURSING HOME, INC. THERAPY ASSOCIATES, INC. THERASPORT PHYSICAL THERAPY, INC. THREE RIVERS MANOR, INC. TOTALCARE CLINICAL LABORATORIES, INC. WASHTENAW HILLS MANOR, INC. WHITEHALL MANOR, INC. By:/s/ R. Jeffrey Bixler ------------------------------------ Name: R. Jeffrey Bixler Title: Vice President, General Counsel and Secretary of each of the above-referenced corporations Address: 333 N. Summit St. Toledo, Ohio 43604 Fax No.: 419-252-5599 Telephone: 419-252-5500 32 COLEWOOD LIMITED PARTNERSHIP By: American Hospital Building Corporation, its General Partner By:/s/ R Jeffery Bixler -------------------------------- Name: R. Jeffrey Bixler Title: Vice President, General Counsel and Secretary Address: 333 N. Summit St. Toledo, Ohio 43604 Fax No.: 419-252-5599 Telephone: 419-252-5500 33 HCR HOSPITAL, LLC By: HCR Hospital Holding Company, Inc., its sole member By: /s/ R. Jeffery Bixler ------------------------------- Name: R. Jeffrey Bixler Title: Vice President, General Counsel and Secretary Address: 333 N. Summit St. Toledo, Ohio 43604 Fax No.: 419-252-5599 Telephone: 419-252-5500 34 ANCILLARY SERVICES, LLC By: Heartland Rehabilitation Services, Inc., its sole member By: /s/ R. Jeffrey Bixler ------------------------------ Name: R. Jeffrey Bixler Title: Vice President, General Counsel and Secretary Address: 333 N. Summit St. Toledo, Ohio 43604 Fax No.: 419-252-5599 Telephone: 419-252-5500 35 BOOTH LIMITED PARTNERSHIP By: Jacksonville Healthcare Corporation, its General Partner By: /s/ R. Jeffrey Bixler -------------------------------- Name: R. Jeffrey Bixler Title: Vice President, General Counsel and Secretary Address: 333 N. Summit St. Toledo, Ohio 43604 Fax No.: 419-252-5599 Telephone: 419-252-5500 36 ANNANDALE ARDEN, LLC BAINBRIDGE ARDEN, LLC BINGHAM FARMS ARDEN, LLC COLONIE ARDEN, LLC CRESTVIEW HILLS, LLC FIRST LOUISVILLE ARDEN, LLC GENEVA ARDEN LLC HANOVER ARDEN, LLC JEFFERSON ARDEN, LLC KENWOOD ARDEN, LLC LIVONIA ARDEN, LLC MEMPHIS ARDEN, LLC NAPA ARDEN, LLC ROANOKE ARDEN, LLC SAN ANTONIO ARDEN, LLC SILVER SPRING ARDEN, LLC SUSQUEHANNA ARDEN LLC TAMPA ARDEN, LLC WALL ARDEN, LLC WARMINSTER ARDEN LLC WILLIAMS VILLE ARDEN, LLC 37 By: Manor Care of America, Inc., the sole member of each of the above- referenced limited liability companies By: /s/ R. Jeffrey Bixler -------------------------------- Name: R. Jeffrey Bixler Title: Vice President, General Counsel and Secretary Address: 333 N. Summit St. Toledo, Ohio 43604 Fax No.: 419-252-5599 Telephone: 419-252-5500 38 BATH ARDEN, LLC CLAIRE BRIDGE OF ANDERSON, LLC CLAIRE BRIDGE OF AUSTIN, LLC CLAIRE BRIDGE OF KENWOOD, LLC CLAIRE BRIDGE OF SAN ANTONIO, LLC CLAIRE BRIDGE OF SUSQUEHANNA, LLC CLAIRE BRIDGE OF WARMINSTER, LLC FRESNO ARDEN, LLC MESQUITE HOSPITAL, LLC TUSCAWILLA ARDEN, LLC By: Manor Care Health Services, Inc., the sole member of each of the above-referenced limited liability companies By: /s/ R. Jeffrey Bixler -------------------------------- Name: R. Jeffrey Bixler Title: Vice President, General Counsel and Secretary Address: 333 N. Summit St. Toledo, Ohio 43604 Fax No.: 419-252-5599 Telephone: 419-252-5500 39 HCR MANORCARE MESQUITE, L.P. By: Mesquite Hospital, LLC, its General Partner By: /s/ R. Jeffrey Bixler -------------------------------- Name: R. Jeffrey Bixler Title: Vice President, General Counsel and Secretary Address: 333 N. Summit St. Toledo, Ohio 43604 Fax No.: 419-252-5599 Telephone: 419-252-5500 40 Accepted: April 15, 2003 J.P. MORGAN SECURITIES INC. By: /s/ Richard Sesny --------------------------- Name: Richard Sesny Title: Vice President MERRILL LYNCH, PIERRE, FENNER & SMITH INCORPORATED By: /s/ M. Toby King --------------------------- Name: M. Toby King Title: Vice President UBS WARBURG LLC By: /s/ Rod O'Neill -------------------------- Name: Rod O'Neill Title: Executive Director UBS WARBURG LLC By: /s/ Tony Munoz -------------------------- Name: Tony Munoz Title: Associate Director 41 EX-5.1 5 c78302exv5w1.txt OPINION OF LATHAM & WATKINS LLP Exhibit 5.1 [LATHAM & WATKINS LLP LOGO] July 30, 2003 Manor Care, Inc. 333 N. Summit Street Toledo, Ohio 43604-2617 Re: Registration Statement for $100,000,000 Aggregate Principal Amount of Convertible Senior Notes and Related Guarantees and 3,213,370 Shares of Common Stock Ladies and Gentlemen: In connection with the registration for resale by the holders thereof of $100,000,000 2.125% Convertible Senior Notes due 2023 (the "NOTES"), the guarantees of the Notes (the "GUARANTEES") by the guarantors listed on Schedule 1 attached hereto (the "GUARANTORS"), and 3,213,370 shares of common stock, par value $0.01 per share (the "SHARES") issuable upon conversion of the Notes, under the Securities Act of 1933, as amended, by Manor Care, Inc., a Delaware corporation (the "COMPANY"), on Form S-3 filed with the Securities and Exchange Commission on July 30, 2003 (the "REGISTRATION STATEMENT"), you have requested our opinion set forth below. The Notes and the Guarantees have been issued under an Indenture dated as of April 15, 2003 (the "INDENTURE") among the Company, the Guarantors and National City Bank, as trustee (the "TRUSTEE"). In our capacity as your special counsel in connection with such registration, we are familiar with the proceedings taken by the Company in connection with the authorization and issuance of the Notes and the Shares. In addition, we have examined such matters of fact and questions of law as we have considered appropriate for purposes of this letter. We are opining herein as to the effect on the subject transaction only of the internal laws of the State of New York and the General Corporation Law of the State of Delaware, and we express no opinion with respect to the applicability thereto, or the effect thereon, of the laws of any other jurisdiction or, in the case of Delaware, any other laws, or as to any matters of municipal law or the laws of any local agencies within any state. Various issues concerning the Guarantees are addressed in the opinion of R. Jeffrey Bixler of even date herewith, which has separately been provided to you, and we express no opinion with respect to those matters. Subject to the foregoing and the other matters set forth herein, it is our opinion that, as of the date hereof, (1) The Indenture has been duly authorized by all necessary corporate action of the Company, has been duly executed and delivered by the Company, and is a legally valid JULY 30, 2003 PAGE 2 [LATHAM & WATKINS LLP LOGO] and binding obligation of the Company, enforceable against the Company in accordance with its terms. (2) The Notes have been duly authorized by all necessary corporate action of the Company and constitute legally valid and binding obligations of the Company, enforceable against the Company in accordance with their terms. (3) The Shares initially issuable upon conversion of the Notes have been duly authorized and reserved for issuance by all necessary corporate action of the Company and, when issued upon conversion of the Notes in accordance with the terms of the Indenture and the Notes, will be validly issued, fully paid and nonassessable. The opinions rendered in paragraphs (1) and (2) above, relating to the enforceability of the Indenture and the Notes are subject to the following exceptions, limitations and qualifications: (i) the effect of bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium or other similar laws relating to or affecting the rights and remedies of creditors; (ii) the effect of general principles of equity, whether enforcement is considered in a proceeding in equity or at law (including the possible unavailability of specific performance or injunctive relief), concepts of materiality, reasonableness, good faith and fair dealing, and the discretion of the court before which any proceeding therefor may be brought; and (iii) the unenforceability under certain circumstances under law or court decisions of provisions providing for the indemnification of or contribution to a party with respect to a liability where such indemnification or contribution is contrary to public policy. To the extent the obligations of the Company under the Indenture and the Notes may be dependent upon such matters, we assume for purposes of this opinion that the Indenture constitutes a legally valid and binding agreement of the Trustee, enforceable against the Trustee in accordance with its terms. We consent to your filing this opinion as an exhibit to the Registration Statement and to the reference to our firm contained under the heading "Validity of Securities." Very truly yours, /s/ Latham & Watkins LLP SCHEDULE 1 GUARANTORS AMERICAN HOSPITAL BUILDING CORPORATION AMERICANA HEALTHCARE CENTER OF PALOS TOWNSHIP, INC. AMERICANA HEALTHCARE CORPORATION OF GEORGIA AMERICANA HEALTHCARE CORPORATION OF NAPLES ANCILLARY SERVICES MANAGEMENT, INC. BAILY NURSING HOME, INC. BIRCHWOOD MANOR, INC. BLUE RIDGE REHABILITATION SERVICES, INC. CANTERBURY VILLAGE, INC. CHARLES MANOR, INC. CHESAPEAKE MANOR, INC. DEKALB HEALTHCARE CORPORATION DEVON MANOR CORPORATION DISTCO, INC. DIVERSIFIED REHABILITATION SERVICES, INC. DONAHOE MANOR, INC. EAST MICHIGAN CARE CORPORATION EXECUTIVE ADVERTISING, INC. EYE-Q NETWORK, INC. FOUR SEASONS NURSING CENTERS, INC. GEORGIAN BLOOMFIELD, INC. GREENVIEW MANOR, INC. HCR HOME HEALTH CARE AND HOSPICE, INC. HCR HOSPITAL HOLDING COMPANY, INC. HCR INFORMATION CORPORATION HCR MANORCARE MEDICAL SERVICES OF FLORIDA, INC. HCR PHYSICIAN MANAGEMENT SERVICES, INC. HCR REHABILITATION CORP. HCRA OF TEXAS, INC. HCRC INC. HEALTH CARE AND RETIREMENT CORPORATION OF AMERICA HEARTLAND CAREPARTNERS, INC. HEARTLAND EMPLOYMENT SERVICES, INC. HEARTLAND HOME CARE, INC. HEARTLAND HOME HEALTH CARE SERVICES, INC. HEARTLAND HOSPICE SERVICES, INC. HEARTLAND INFORMATION SERVICES, INC. (fka Heartland Medical Information Services) HEARTLAND MANAGEMENT SERVICES, INC. HEARTLAND REHABILITATION SERVICES OF FLORIDA, INC. HEARTLAND REHABILITATION SERVICES, INC. HEARTLAND SERVICES CORP. HERBERT LASKIN, RPT - JOHN MCKENZIE, RPT PHYSICAL THERAPY PROFESSIONAL ASSOCIATES, INC. HGCC OF ALLENTOWN, INC. IN HOME HEALTH, INC. INDUSTRIAL WASTES, INC. IONIA MANOR, INC. JACKSONVILLE HEALTHCARE CORPORATION KENSINGTON MANOR, INC. KNOLLVIEW MANOR, INC. LEADER NURSING AND REHABILITATION CENTER OF BETHEL PARK, INC. LEADER NURSING AND REHABILITATION CENTER OF GLOUCESTER, INC. LEADER NURSING AND REHABILITATION CENTER OF SCOTT TOWNSHIP, INC. LEADER NURSING AND REHABILITATION CENTER OF VIRGINIA INC. LINCOLN HEALTH CARE, INC. MANOR CARE AVIATION, INC. MANOR CARE OF AKRON, INC. MANOR CARE OF AMERICA, INC MANOR CARE OF ARIZONA, INC. MANOR CARE OF ARLINGTON, INC. MANOR CARE OF BOCA RATON, INC. MANOR CARE OF BOYNTON BEACH, INC. MANOR CARE OF CANTON, INC. MANOR CARE OF CENTERVILLE, INC MANOR CARE OF CHARLESTON, INC. MANOR CARE OF CINCINNATI, INC. MANOR CARE OF COLUMBIA, INC. MANOR CARE OF DARIEN, INC. MANOR CARE OF DELAWARE COUNTY, INC. MANOR CARE OF DUNEDIN, INC. MANOR CARE OF FLORIDA, INC. MANOR CARE OF HINSDALE, INC. MANOR CARE OF KANSAS, INC. MANOR CARE OF KINGSTON COURT, INC. MANOR CARE OF LARGO, INC. MANOR CARE OF LEXINGTON, INC. MANOR CARE OF MEADOW PARK, INC. MANOR CARE OF MIAMISBURG, INC MANOR CARE OF NORTH OLMSTEAD, INC. MANOR CARE OF PINEHURST, INC. MANOR CARE OF PLANTATION, INC. MANOR CARE OF ROLLING MEADOWS, INC. MANOR CARE OF ROSSVILLE, INC. MANOR CARE OF SARASOTA, INC. MANOR CARE OF WILLOUGHBY, INC. MANOR CARE OF WILMINGTON, INC. MANOR CARE OF YORK (NORTH), INC. MANOR CARE OF YORK (SOUTH), INC. MANOR CARE PROPERTIES, INC. MANORCARE HEALTH SERVICES OF BOYNTON BEACH, INC. MANORCARE HEALTH SERVICES OF NORTHHAMPTON COUNTY, INC. MANORCARE HEALTH SERVICES OF VIRGINIA, INC. MANORCARE HEALTH SERVICES, INC. MARINA VIEW MANOR, INC. MEDI-SPEECH SERVICE, INC. MID-SHORE PHYSICAL THERAPY ASSOCIATES, INC. MILESTONE HEALTH SYSTEMS, INC. MILESTONE HEALTHCARE, INC. MILESTONE REHABILITATION SERVICES, INC. MILESTONE STAFFING SERVICES, INC. MILESTONE THERAPY SERVICES, INC. MNR FINANCE CORP. MRC REHABILITATION, INC. NEW MANORCARE HEALTH SERVICES, INC. PEAK REHABILITATION, INC. PERRYSBURG PHYSICAL THERAPY, INC PHYSICAL OCCUPATIONAL AND SPEECH THERAPY, INC. PNEUMATIC CONCRETE, INC. PORTFOLIO ONE, INC. REHABILITATION ADMINISTRATION CORPORATION REHABILITATION ASSOCIATES, INC. REHABILITATION SERVICES OF ROANOKE, INC. REINBOLT & BURKAM, INC. RICHARDS HEALTHCARE, INC. RIDGEVIEW MANOR, INC. ROLAND PARK NURSING CENTER, INC. RVA MANAGEMENT SERVICES, INC. SILVER SPRING - WHEATON NURSING HOME, INC. SPRINGHILL MANOR, INC. STEWALL CORPORATION STRATFORD MANOR, INC. STUTEX CORP. SUN VALLEY MANOR, INC. THE NIGHTINGALE NURSING HOME, INC. THERAPY ASSOCIATES, INC. THERASPORT PHYSICAL THERAPY, INC. THREE RIVERS MANOR, INC. TOTALCARE CLINICAL LABORATORIES, INC. WASHTENAW HILLS MANOR, INC. WHITEHALL MANOR, INC. COLEWOOD LIMITED PARTNERSHIP HCR HOSPITAL, LLC ANCILLARY SERVICES, LLC BOOTH LIMITED PARTNERSHIP ANNANDALE ARDEN, LLC BAINBRIDGE ARDEN, LLC BINGHAM FARMS ARDEN, LLC COLONIE ARDEN, LLC CRESTVIEW HILLS, LLC FIRST LOUISVILLE ARDEN, LLC GENEVA ARDEN LLC HANOVER ARDEN, LLC JEFFERSON ARDEN, LLC KENWOOD ARDEN, LLC LIVONIA ARDEN, LLC MEMPHIS ARDEN, LLC NAPA ARDEN, LLC ROANOKE ARDEN, LLC SAN ANTONIO ARDEN, LLC SILVER SPRING ARDEN, LLC SUSQUEHANNA ARDEN LLC TAMPA ARDEN, LLC WALL ARDEN, LLC WARMINSTER ARDEN LLC WILLIAMS VILLE ARDEN, LLC BATH ARDEN, LLC CLAIRE BRIDGE OF ANDERSON, LLC CLAIRE BRIDGE OF AUSTIN, LLC CLAIRE BRIDGE OF KENWOOD, LLC CLAIRE BRIDGE OF SAN ANTONIO, LLC CLAIRE BRIDGE OF SUSQUEHANNA, LLC CLAIRE BRIDGE OF WARMINSTER, LLC FRESNO ARDEN, LLC MESQUITE HOSPITAL, LLC TUSCAWILLA ARDEN, LLC HCR MANORCARE MESQUITE, L.P. EX-5.2 6 c78302exv5w2.txt OPINION OF R. JEFFREY BIXLER EXHIBIT 5.2 MANOR CARE INC. 333 North Summit Street Toledo, Ohio 43604 July 30, 2003 Manor Care, Inc. 333 N. Summit Street Toledo, Ohio 43604-2617 Re: Registration Statement for $100,000,000 Aggregate Principal Amount of Convertible Senior Notes and Related Guarantees and 3,213,370 Shares of Common Stock Ladies and Gentlemen: In connection with the registration for resale by the holders thereof of $100,000,000 2.125% Convertible Senior Notes due 2023 (the "NOTES"), the guarantees of the Notes (the "GUARANTEES") by the guarantors listed on Schedule 1 attached hereto (the "GUARANTORS"), and 3,213,370 shares of common stock, par value $0.01 per share (the "SHARES") issuable upon conversion of the Notes, under the Securities Act of 1933, as amended, by Manor Care, Inc., a Delaware corporation (the "COMPANY"), on Form S-3 filed with the Securities and Exchange Commission on July 30, 2003 (the "REGISTRATION STATEMENT"), you have requested my opinion set forth below. The Notes and the Guarantees have been issued under an Indenture dated as of April 15, 2003 (the "INDENTURE") among the Company, the Guarantors and National City Bank, as trustee (the "TRUSTEE"). In my capacity as Vice President and General Counsel of the Company, I am familiar with the proceedings taken by the Company and the Guarantors in connection with the authorization of the Indenture, the Notes and the Guarantees. In addition, I have examined such matters of fact and questions of law as I have considered appropriate for purposes of this letter. Various issues concerning the Notes and the Shares are addressed in the opinion of Latham & Watkins LLP of even date herewith, which has separately been provided to you, and I express no opinion with respect to those matters. Subject to the foregoing and the other matters set forth herein, it is my opinion that, as of the date hereof, (1) The Indenture has been duly authorized by all necessary corporate action of each of the Guarantors, has been duly executed and delivered by each of the Guarantors, and is a legally valid and binding obligation of each of the Guarantors, enforceable against the Guarantors in accordance with its terms. (2) The notation of Guarantee of each of the Guarantors endorsed on the Notes has been duly authorized by all necessary corporate action of each of the Guarantors and constitutes the legally valid and binding obligation of the Guarantors, enforceable against the Guarantors in accordance with their terms. The opinion rendered in paragraphs 1 and 2 above relating to the enforceability of the Indenture and the Guarantees are subject to the following exceptions, limitations and qualifications: (i) the effect of bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium or other similar laws relating to or affecting the rights and remedies of creditors; (ii) the effect of general principles of equity, whether enforcement is considered in a proceeding in equity or at law (including the possible unavailability of specific performance or injunctive relief), concepts of materiality, reasonableness, good faith and fair dealing, and the discretion of the court before which any proceeding therefor may be brought; and (iii) the unenforceability under certain circumstances under law or court decisions of provisions providing for the indemnification of or contribution to a party with respect to a liability where such indemnification or contribution is contrary to public policy. To the extent the obligations of the Guarantors under the Indenture and the Notes may be dependent upon such matters, I assume for purposes of this opinion that the Indenture constitutes a legally valid and binding agreement of the Trustee, enforceable against the Trustee in accordance with its terms. I consent to your filing this opinion as an exhibit to the Registration Statement and to the reference to my name contained under the heading "Validity of Securities." Very truly yours, /s/ R. Jeffrey Bixler Vice President and General Counsel SCHEDULE 1 GUARANTORS AMERICAN HOSPITAL BUILDING CORPORATION AMERICANA HEALTHCARE CENTER OF PALOS TOWNSHIP, INC. AMERICANA HEALTHCARE CORPORATION OF GEORGIA AMERICANA HEALTHCARE CORPORATION OF NAPLES ANCILLARY SERVICES MANAGEMENT, INC. BAILY NURSING HOME, INC. BIRCHWOOD MANOR, INC. BLUE RIDGE REHABILITATION SERVICES, INC. CANTERBURY VILLAGE, INC. CHARLES MANOR, INC. CHESAPEAKE MANOR, INC. DEKALB HEALTHCARE CORPORATION DEVON MANOR CORPORATION DISTCO, INC. DIVERSIFIED REHABILITATION SERVICES, INC. DONAHOE MANOR, INC. EAST MICHIGAN CARE CORPORATION EXECUTIVE ADVERTISING, INC. EYE-Q NETWORK, INC. FOUR SEASONS NURSING CENTERS, INC. GEORGIAN BLOOMFIELD, INC. GREENVIEW MANOR, INC. HCR HOME HEALTH CARE AND HOSPICE, INC. HCR HOSPITAL HOLDING COMPANY, INC. HCR INFORMATION CORPORATION HCR MANORCARE MEDICAL SERVICES OF FLORIDA, INC. HCR PHYSICIAN MANAGEMENT SERVICES, INC. HCR REHABILITATION CORP. HCRA OF TEXAS, INC. HCRC INC. HEALTH CARE AND RETIREMENT CORPORATION OF AMERICA HEARTLAND CAREPARTNERS, INC. HEARTLAND EMPLOYMENT SERVICES, INC. HEARTLAND HOME CARE, INC. HEARTLAND HOME HEALTH CARE SERVICES, INC. HEARTLAND HOSPICE SERVICES, INC. HEARTLAND INFORMATION SERVICES, INC. (fka Heartland Medical Information Services) HEARTLAND MANAGEMENT SERVICES, INC. HEARTLAND REHABILITATION SERVICES OF FLORIDA, INC. HEARTLAND REHABILITATION SERVICES, INC. HEARTLAND SERVICES CORP. HERBERT LASKIN, RPT - JOHN MCKENZIE, RPT PHYSICAL THERAPY PROFESSIONAL ASSOCIATES, INC. HGCC OF ALLENTOWN, INC. IN HOME HEALTH, INC. INDUSTRIAL WASTES, INC. IONIA MANOR, INC. JACKSONVILLE HEALTHCARE CORPORATION KENSINGTON MANOR, INC. KNOLLVIEW MANOR, INC. LEADER NURSING AND REHABILITATION CENTER OF BETHEL PARK, INC. LEADER NURSING AND REHABILITATION CENTER OF GLOUCESTER, INC. LEADER NURSING AND REHABILITATION CENTER OF SCOTT TOWNSHIP, INC. LEADER NURSING AND REHABILITATION CENTER OF VIRGINIA INC. LINCOLN HEALTH CARE, INC. MANOR CARE AVIATION, INC. MANOR CARE OF AKRON, INC. MANOR CARE OF AMERICA, INC MANOR CARE OF ARIZONA, INC. MANOR CARE OF ARLINGTON, INC. MANOR CARE OF BOCA RATON, INC. MANOR CARE OF BOYNTON BEACH, INC. MANOR CARE OF CANTON, INC. MANOR CARE OF CENTERVILLE, INC MANOR CARE OF CHARLESTON, INC. MANOR CARE OF CINCINNATI, INC. MANOR CARE OF COLUMBIA, INC. MANOR CARE OF DARIEN, INC. MANOR CARE OF DELAWARE COUNTY, INC. MANOR CARE OF DUNEDIN, INC. MANOR CARE OF FLORIDA, INC. MANOR CARE OF HINSDALE, INC. MANOR CARE OF KANSAS, INC. MANOR CARE OF KINGSTON COURT, INC. MANOR CARE OF LARGO, INC. MANOR CARE OF LEXINGTON, INC. MANOR CARE OF MEADOW PARK, INC. MANOR CARE OF MIAMISBURG, INC MANOR CARE OF NORTH OLMSTEAD, INC. MANOR CARE OF PINEHURST, INC. MANOR CARE OF PLANTATION, INC. MANOR CARE OF ROLLING MEADOWS, INC. MANOR CARE OF ROSSVILLE, INC. MANOR CARE OF SARASOTA, INC. MANOR CARE OF WILLOUGHBY, INC. MANOR CARE OF WILMINGTON, INC. MANOR CARE OF YORK (NORTH), INC. MANOR CARE OF YORK (SOUTH), INC. MANOR CARE PROPERTIES, INC. MANORCARE HEALTH SERVICES OF BOYNTON BEACH, INC. MANORCARE HEALTH SERVICES OF NORTHHAMPTON COUNTY, INC. MANORCARE HEALTH SERVICES OF VIRGINIA, INC. MANORCARE HEALTH SERVICES, INC. MARINA VIEW MANOR, INC. MEDI-SPEECH SERVICE, INC. MID-SHORE PHYSICAL THERAPY ASSOCIATES, INC. MILESTONE HEALTH SYSTEMS, INC. MILESTONE HEALTHCARE, INC. MILESTONE REHABILITATION SERVICES, INC. MILESTONE STAFFING SERVICES, INC. MILESTONE THERAPY SERVICES, INC. MNR FINANCE CORP. MRC REHABILITATION, INC. NEW MANORCARE HEALTH SERVICES, INC. PEAK REHABILITATION, INC. PERRYSBURG PHYSICAL THERAPY, INC PHYSICAL OCCUPATIONAL AND SPEECH THERAPY, INC. PNEUMATIC CONCRETE, INC. PORTFOLIO ONE, INC. REHABILITATION ADMINISTRATION CORPORATION REHABILITATION ASSOCIATES, INC. REHABILITATION SERVICES OF ROANOKE, INC. REINBOLT & BURKAM, INC. RICHARDS HEALTHCARE, INC. RIDGEVIEW MANOR, INC. ROLAND PARK NURSING CENTER, INC. RVA MANAGEMENT SERVICES, INC. SILVER SPRING - WHEATON NURSING HOME, INC. SPRINGHILL MANOR, INC. STEWALL CORPORATION STRATFORD MANOR, INC. STUTEX CORP. SUN VALLEY MANOR, INC. THE NIGHTINGALE NURSING HOME, INC. THERAPY ASSOCIATES, INC. THERASPORT PHYSICAL THERAPY, INC. THREE RIVERS MANOR, INC. TOTALCARE CLINICAL LABORATORIES, INC. WASHTENAW HILLS MANOR, INC. WHITEHALL MANOR, INC. COLEWOOD LIMITED PARTNERSHIP HCR HOSPITAL, LLC ANCILLARY SERVICES, LLC BOOTH LIMITED PARTNERSHIP ANNANDALE ARDEN, LLC BAINBRIDGE ARDEN, LLC BINGHAM FARMS ARDEN, LLC COLONIE ARDEN, LLC CRESTVIEW HILLS, LLC FIRST LOUISVILLE ARDEN, LLC GENEVA ARDEN LLC HANOVER ARDEN, LLC JEFFERSON ARDEN, LLC KENWOOD ARDEN, LLC LIVONIA ARDEN, LLC MEMPHIS ARDEN, LLC NAPA ARDEN, LLC ROANOKE ARDEN, LLC SAN ANTONIO ARDEN, LLC SILVER SPRING ARDEN, LLC SUSQUEHANNA ARDEN LLC TAMPA ARDEN, LLC WALL ARDEN, LLC WARMINSTER ARDEN LLC WILLIAMS VILLE ARDEN, LLC BATH ARDEN, LLC CLAIRE BRIDGE OF ANDERSON, LLC CLAIRE BRIDGE OF AUSTIN, LLC CLAIRE BRIDGE OF KENWOOD, LLC CLAIRE BRIDGE OF SAN ANTONIO, LLC CLAIRE BRIDGE OF SUSQUEHANNA, LLC CLAIRE BRIDGE OF WARMINSTER, LLC FRESNO ARDEN, LLC MESQUITE HOSPITAL, LLC TUSCAWILLA ARDEN, LLC HCR MANORCARE MESQUITE, L.P. EX-8.1 7 c78302exv8w1.txt OPINIONS RE TAX MATTERS Exhibit 8.1 [LATHAM & WATKINS LLP LOGO] July 30, 2003 Manor Care, Inc. 333 North Summit Street Toledo, Ohio 43604-2617 Re: Registration Statement for $100,000,000 Aggregate Principal Amount of Convertible Senior Notes and Related Guarantees and 3,213,370 Shares of Common Stock Ladies and Gentlemen: In connection with the registration for resale by the holders thereof of $100,000,000 2.125% Convertible Senior Notes due 2023 (the "NOTES"), the guarantees of the Notes (the "GUARANTEES") by the guarantors listed on Schedule 1 attached hereto (the "GUARANTORS"), and 3,213,370 shares of common stock, par value $0.01 per share, issuable upon conversion of the Notes, under the Securities Act of 1933, as amended, by Manor Care, Inc., a Delaware corporation (the "COMPANY"), on Form S-3 filed with the Securities and Exchange Commission on July 30, 2003 (the "REGISTRATION STATEMENT"), you have requested our opinion set forth below. The Notes and the Guarantees have been issued under an Indenture dated as of April 15, 2003 among the Company, the Guarantors and National City Bank, as trustee. We are opining as to the effect on the subject transaction only of the federal income tax laws of the United States, and we express no opinion with respect to the applicability thereto, or the effect thereon, of other federal laws, the laws of any state or any other jurisdiction or as to any other matters of municipal law or the laws of any local agencies within any state. Our opinion is not binding upon the Internal Revenue Service or the courts. Furthermore, no assurance can be given that future legislation, judicial or administrative changes, on either a prospective or retroactive basis, would not adversely affect the accuracy of the conclusions stated in the following paragraph. Based on the facts and assumptions and subject to the limitations set forth in the Registration Statement, the statements under the caption "Material United States Federal Income Tax Considerations" in the Registration Statement, insofar as they purport to summarize certain provisions of the statutes or regulations referred to therein, are accurate summaries in all material respects. No opinion is expressed as to any matter not discussed herein. MANOR CARE, INC. JULY 30, 2003 PAGE 2 [LATHAM & WATKINS LLP LOGO] This opinion is rendered to you as of the date of this letter, and we undertake no obligation to update this opinion subsequent to the date hereof. This opinion is based on various statutory provisions, regulations promulgated thereunder and interpretations thereof by the Internal Revenue Service and the courts having jurisdiction over such matters, all of which are subject to change either prospectively or retroactively. Also, any variation or difference in the facts from those set forth in the Registration Statement may affect the conclusions stated herein. This opinion is furnished to you, and is for your use in connection with the transactions set forth in the Registration Statement upon the understanding that we are not hereby assuming professional responsibility to any other person whatsoever. This opinion may not be relied upon by you for any other purpose or relied upon by any other person, firm or corporation, for any purpose, without our prior written consent in each instance, except that this opinion may be relied upon by persons entitled to rely on it pursuant to applicable provisions of federal securities law. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the use of our name under the caption "Validity of the Securities" in the Registration Statement. In giving this consent, we do not admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules or regulations of the SEC promulgated thereunder. Very truly yours, /s/ Latham & Watkins LLP MANOR CARE, INC. JULY 30, 2003 PAGE 3 [LATHAM & WATKINS LLP LOGO] SCHEDULE 1 GUARANTORS AMERICAN HOSPITAL BUILDING CORPORATION AMERICANA HEALTHCARE CENTER OF PALOS TOWNSHIP, INC. AMERICANA HEALTHCARE CORPORATION OF GEORGIA AMERICANA HEALTHCARE CORPORATION OF NAPLES ANCILLARY SERVICES MANAGEMENT, INC. BAILY NURSING HOME, INC. BIRCHWOOD MANOR, INC. BLUE RIDGE REHABILITATION SERVICES, INC. CANTERBURY VILLAGE, INC. CHARLES MANOR, INC. CHESAPEAKE MANOR, INC. DEKALB HEALTHCARE CORPORATION DEVON MANOR CORPORATION DISTCO, INC. DIVERSIFIED REHABILITATION SERVICES, INC. DONAHOE MANOR, INC. EAST MICHIGAN CARE CORPORATION EXECUTIVE ADVERTISING, INC. EYE-Q NETWORK, INC. FOUR SEASONS NURSING CENTERS, INC. GEORGIAN BLOOMFIELD, INC. GREENVIEW MANOR, INC. HCR HOME HEALTH CARE AND HOSPICE, INC. HCR HOSPITAL HOLDING COMPANY, INC. HCR INFORMATION CORPORATION HCR MANORCARE MEDICAL SERVICES OF FLORIDA, INC. HCR PHYSICIAN MANAGEMENT SERVICES, INC. HCR REHABILITATION CORP. HCRA OF TEXAS, INC. HCRC INC. HEALTH CARE AND RETIREMENT CORPORATION OF AMERICA HEARTLAND CAREPARTNERS, INC. HEARTLAND EMPLOYMENT SERVICES, INC. HEARTLAND HOME CARE, INC. HEARTLAND HOME HEALTH CARE SERVICES, INC. HEARTLAND HOSPICE SERVICES, INC. MANOR CARE, INC. JULY 30, 2003 PAGE 4 [LATHAM & WATKINS LLP LOGO] HEARTLAND INFORMATION SERVICES, INC. (fka Heartland Medical Information Services) HEARTLAND MANAGEMENT SERVICES, INC. HEARTLAND REHABILITATION SERVICES OF FLORIDA, INC. HEARTLAND REHABILITATION SERVICES, INC. HEARTLAND SERVICES CORP. HERBERT LASKIN, RPT - JOHN MCKENZIE, RPT PHYSICAL THERAPY PROFESSIONAL ASSOCIATES, INC. HGCC OF ALLENTOWN, INC. IN HOME HEALTH, INC. INDUSTRIAL WASTES, INC. IONIA MANOR, INC. JACKSONVILLE HEALTHCARE CORPORATION KENSINGTON MANOR, INC. KNOLLVIEW MANOR, INC. LEADER NURSING AND REHABILITATION CENTER OF BETHEL PARK, INC. LEADER NURSING AND REHABILITATION CENTER OF GLOUCESTER, INC. LEADER NURSING AND REHABILITATION CENTER OF SCOTT TOWNSHIP, INC. LEADER NURSING AND REHABILITATION CENTER OF VIRGINIA INC. LINCOLN HEALTH CARE, INC. MANOR CARE AVIATION, INC. MANOR CARE OF AKRON, INC. MANOR CARE OF AMERICA, INC MANOR CARE OF ARIZONA, INC. MANOR CARE OF ARLINGTON, INC. MANOR CARE OF BOCA RATON, INC. MANOR CARE OF BOYNTON BEACH, INC. MANOR CARE OF CANTON, INC. MANOR CARE OF CENTERVILLE, INC MANOR CARE OF CHARLESTON, INC. MANOR CARE OF CINCINNATI, INC. MANOR CARE OF COLUMBIA, INC. MANOR CARE OF DARIEN, INC. MANOR CARE OF DELAWARE COUNTY, INC. MANOR CARE OF DUNEDIN, INC. MANOR CARE OF FLORIDA, INC. MANOR CARE OF HINSDALE, INC. MANOR CARE OF KANSAS, INC. MANOR CARE OF KINGSTON COURT, INC. MANOR CARE, INC. JULY 30, 2003 PAGE 5 [LATHAM & WATKINS LLP LOGO] MANOR CARE OF LARGO, INC. MANOR CARE OF LEXINGTON, INC. MANOR CARE OF MEADOW PARK, INC. MANOR CARE OF MIAMISBURG, INC MANOR CARE OF NORTH OLMSTEAD, INC. MANOR CARE OF PINEHURST, INC. MANOR CARE OF PLANTATION, INC. MANOR CARE OF ROLLING MEADOWS, INC. MANOR CARE OF ROSSVILLE, INC. MANOR CARE OF SARASOTA, INC. MANOR CARE OF WILLOUGHBY, INC. MANOR CARE OF WILMINGTON, INC. MANOR CARE OF YORK (NORTH), INC. MANOR CARE OF YORK (SOUTH), INC. MANOR CARE PROPERTIES, INC. MANORCARE HEALTH SERVICES OF BOYNTON BEACH, INC. MANORCARE HEALTH SERVICES OF NORTHHAMPTON COUNTY, INC. MANORCARE HEALTH SERVICES OF VIRGINIA, INC. MANORCARE HEALTH SERVICES, INC. MARINA VIEW MANOR, INC. MEDI-SPEECH SERVICE, INC. MID-SHORE PHYSICAL THERAPY ASSOCIATES, INC. MILESTONE HEALTH SYSTEMS, INC. MILESTONE HEALTHCARE, INC. MILESTONE REHABILITATION SERVICES, INC. MILESTONE STAFFING SERVICES, INC. MILESTONE THERAPY SERVICES, INC. MNR FINANCE CORP. MRC REHABILITATION, INC. NEW MANORCARE HEALTH SERVICES, INC. PEAK REHABILITATION, INC. PERRYSBURG PHYSICAL THERAPY, INC PHYSICAL OCCUPATIONAL AND SPEECH THERAPY, INC. PNEUMATIC CONCRETE, INC. PORTFOLIO ONE, INC. REHABILITATION ADMINISTRATION CORPORATION REHABILITATION ASSOCIATES, INC. REHABILITATION SERVICES OF ROANOKE, INC. MANOR CARE, INC. JULY 30, 2003 PAGE 6 [LATHAM & WATKINS LLP LOGO] REINBOLT & BURKAM, INC. RICHARDS HEALTHCARE, INC. RIDGEVIEW MANOR, INC. ROLAND PARK NURSING CENTER, INC. RVA MANAGEMENT SERVICES, INC. SILVER SPRING - WHEATON NURSING HOME, INC. SPRINGHILL MANOR, INC. STEWALL CORPORATION STRATFORD MANOR, INC. STUTEX CORP. SUN VALLEY MANOR, INC. THE NIGHTINGALE NURSING HOME, INC. THERAPY ASSOCIATES, INC. THERASPORT PHYSICAL THERAPY, INC. THREE RIVERS MANOR, INC. TOTALCARE CLINICAL LABORATORIES, INC. WASHTENAW HILLS MANOR, INC. WHITEHALL MANOR, INC. COLEWOOD LIMITED PARTNERSHIP HCR HOSPITAL, LLC ANCILLARY SERVICES, LLC BOOTH LIMITED PARTNERSHIP ANNANDALE ARDEN, LLC BAINBRIDGE ARDEN, LLC BINGHAM FARMS ARDEN, LLC COLONIE ARDEN, LLC CRESTVIEW HILLS, LLC FIRST LOUISVILLE ARDEN, LLC GENEVA ARDEN LLC HANOVER ARDEN, LLC JEFFERSON ARDEN, LLC KENWOOD ARDEN, LLC LIVONIA ARDEN, LLC MEMPHIS ARDEN, LLC NAPA ARDEN, LLC ROANOKE ARDEN, LLC SAN ANTONIO ARDEN, LLC SILVER SPRING ARDEN, LLC SUSQUEHANNA ARDEN LLC TAMPA ARDEN, LLC WALL ARDEN, LLC WARMINSTER ARDEN LLC WILLIAMS VILLE ARDEN, LLC BATH ARDEN, LLC CLAIRE BRIDGE OF ANDERSON, LLC MANOR CARE, INC. JULY 30, 2003 PAGE 7 [LATHAM & WATKINS LLP LOGO] CLAIRE BRIDGE OF AUSTIN, LLC CLAIRE BRIDGE OF KENWOOD, LLC CLAIRE BRIDGE OF SAN ANTONIO, LLC CLAIRE BRIDGE OF SUSQUEHANNA, LLC CLAIRE BRIDGE OF WARMINSTER, LLC FRESNO ARDEN, LLC MESQUITE HOSPITAL, LLC TUSCAWILLA ARDEN, LLC HCR MANORCARE MESQUITE, L.P. EX-12.1 8 c78302exv12w1.txt STATEMENT RE COMPUTATION OF RATIOS Exhibit 12.1 Manor Care, Inc. Computation of Ratio of Earnings to Fixed Charges (In thousands, except ratios)
3 MONTHS ENDED MARCH 31, YEARS ENDED DECEMBER 31, ------------------------ ------------------------ 2003 2002 2002 2001 2000 1999 1998 ---- ---- ---- ---- ---- ---- ---- EARNINGS AVAILABLE TO COVER FIXED CHARGES: Income (loss) from continuing operations before income taxes and minority interests................ $50,206 $54,418 $212,684 $129,992 $ 61,669 $(102,396) $(24,565) Less: Equity in earnings of affiliates, excluding affiliate with guaranteed debt.................. (1,541) (736) (4,761) (4,543) (2,016) (2,276) (5,376) Add: Dividends received from equity affiliate........................ 1,971 2,182 3,026 11,574 6,000 -- -- Fixed charges deducted from earnings (see below)............. 11,968 12,454 51,173 64,751 75,511 67,838 62,613 ------- ------- -------- -------- -------- --------- -------- Earnings available to cover fixed charges........................... $62,604 $68,318 $262,122 $201,774 $141,164 $ (36,834) $ 32,672 ======= ======= ======== ======== ======== ========= ======== FIXED CHARGES: Interest expense, including amounts in operating expense.............. $ 9,463 $ 9,949 $ 41,395 $ 55,458 $ 66,460 $ 60,646 $ 55,340 Interest within rent expense........ 2,505 2,505 9,778 9,293 9,051 7,192 7,273 ------- ------- -------- -------- -------- --------- -------- Fixed charges deducted from earnings.......................... 11,968 12,454 51,173 64,751 75,511 67,838 62,613 Interest expense on guaranteed debt of affiliate...................... -- -- -- 2,272 4,309 922 -- Interest capitalized................ 182 287 721 1,933 4,457 3,235 8,623 ------- ------- -------- -------- -------- --------- -------- Fixed charges....................... $12,150 $12,741 $ 51,894 $ 68,956 $ 84,277 $ 71,995 $ 71,236 ======= ======= ======== ======== ======== ========= ======== RATIO OF EARNINGS TO FIXED CHARGES (1)....................... 5.2x 5.4x 5.1x 2.9x 1.7x -- -- ======= ======= ======== ======== ========
(1) We do not show a ratio for 1998 and 1999 because earnings were insufficient to cover fixed charges by $38.6 million in 1998 and $108.8 million in 1999. EX-23.1 9 c78302exv23w1.txt CONSENT OF ERNST & YOUNG LLP Exhibit 23.1 Consent of Independent Auditors We consent to the reference to our firm under the caption "Experts" in the Registration Statement on Form S-3 and related Prospectus of Manor Care, Inc. for the registration of $100,000,000 of 2.125% Convertible Senior Notes due 2023 and 3,213,370 shares of common stock and to the incorporation by reference therein of our report dated January 23, 2003, with respect to the consolidated financial statements and schedule of Manor Care, Inc. included in its Annual Report (Form 10-K) for the year ended December 31, 2002, filed with the Securities and Exchange Commission. /s/ Ernst & Young LLP Toledo, Ohio July 25, 2003 EX-24.1 10 c78302exv24w1.txt POWER OF ATTORNEY OF THE COMPANY Exhibit 24.1 MANOR CARE, INC. Power of Attorney of Director and/or Officer Each of the undersigned directors and/or officers of Manor Care, Inc. does hereby make, constitute, and appoint R. Jeffrey Bixler and Geoffrey G. Meyers, each of the undersigned's true and lawful attorneys-in-fact and agents, with full power of substitution and full power to act without the other, for each of the undersigned and in each undersigned's name, place and stead, in any and all capacities, to sign and affix each of the undersigned's name as such director and/or officer of Manor Care, Inc. to the registration statement or registration statements on Form S-3 to which this power of attorney is attached, and any and all amendments to the registration statement (including without limitation any post-effective amendments thereto), and any registration statement for the same offering that is to be effective under rule 462(b) of the Securities Act of 1933, and to file each of the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises in order to effectuate the same as fully, to all intents and purposes, as they, he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, each of the undersigned has executed this power of attorney this 17th day of July, 2003. /s/ Virgis W. Colbert --------------------------- Virgis W. Colbert /s/ Joseph F. Damico --------------------------- Joseph F. Damico /s/ Joseph H. Lemieux --------------------------- Joseph H. Lemieux /s/ William H. Longfield --------------------------- William H. Longfield /s/ Frederic V. Malek --------------------------- Frederic V. Malek /s/ Geoffrey G. Meyers --------------------------- Geoffrey G. Meyers /s/ Spencer C. Moler --------------------------- Spencer C. Moler /s/ Paul A. Ormond --------------------------- Paul A. Ormond /s/ John T. Schwieters --------------------------- John T. Schwieters /s/ Robert G. Siefers --------------------------- Robert G. Siefers /s/ M. Keith Weikel --------------------------- M. Keith Weikel /s/ Gail R. Wilensky --------------------------- Gail R. Wilensky /s/ Thomas L. Young --------------------------- Thomas L. Young EX-24.2 11 c78302exv24w2.txt POWER OF ATTORNEY OF THE GUARANTORS Exhibit 24.2 CERTAIN GUARANTORS Power of Attorney of Director and/or Officer Each of the undersigned directors and/or officers of the guarantors attached hereto as Exhibit A (the "GUARANTORS") does hereby make, constitute, and appoint R. Jeffrey Bixler and Geoffrey G. Meyers, each of the undersigned's true and lawful attorneys-in-fact and agents, with full power of substitution and full power to act without the other, for each of the undersigned and in each undersigned's name, place and stead, in any and all capacities, to sign and affix each of the undersigned's name as such director and/or officer of said Guarantors to the registration statement or registration statements on Form S-3 to which this power of attorney is attached, and any and all amendments to the registration statement (including without limitation any post-effective amendments thereto), and any registration statement for the same offering that is to be effective under rule 462(b) of the Securities Act of 1933, and to file each of the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises in order to effectuate the same as fully, to all intents and purposes, as each of the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, may lawfully do or cause to be done by virtue hereof. [Signature Page Follows] IN WITNESS WHEREOF, each of the undersigned has executed this power of attorney this 17th day of July, 2003. /s/ R. Jeffrey Bixler --------------------------- R. Jeffrey Bixler /s/ Geoffrey G. Meyers --------------------------- Geoffrey G. Meyers /s/ Spencer C. Moler --------------------------- Spencer C. Moler /s/ Paul A. Ormond --------------------------- Paul A. Ormond EXHIBIT A Guarantors AMERICAN HOSPITAL BUILDING CORPORATION AMERICANA HEALTHCARE CENTER OF PALOS TOWNSHIP, INC. AMERICANA HEALTHCARE CORPORATION OF GEORGIA AMERICANA HEALTHCARE CORPORATION OF NAPLES ANCILLARY SERVICES MANAGEMENT, INC. BAILY NURSING HOME, INC. BIRCHWOOD MANOR, INC. BLUE RIDGE REHABILITATION SERVICES, INC. CANTERBURY VILLAGE, INC. CHARLES MANOR, INC. CHESAPEAKE MANOR, INC. DEKALB HEALTHCARE CORPORATION DEVON MANOR CORPORATION DISTCO, INC. DIVERSIFIED REHABILITATION SERVICES, INC. DONAHOE MANOR, INC. EAST MICHIGAN CARE CORPORATION EXECUTIVE ADVERTISING, INC. EYE-Q NETWORK, INC. FOUR SEASONS NURSING CENTERS, INC. GEORGIAN BLOOMFIELD, INC. GREENVIEW MANOR, INC. HCR HOSPITAL HOLDING COMPANY, INC. HCR MANORCARE MEDICAL SERVICES OF FLORIDA, INC. HCR PHYSICIAN MANAGEMENT SERVICES, INC. HCRA OF TEXAS, INC. HEARTLAND CAREPARTNERS, INC. HEARTLAND HOME CARE, INC. HEARTLAND HOME HEALTH CARE SERVICES, INC. HEARTLAND HOSPICE SERVICES, INC. HEARTLAND MANAGEMENT SERVICES, INC. HEARTLAND REHABILITATION SERVICES OF FLORIDA, INC. HEARTLAND SERVICES CORP. HERBERT LASKIN, RPT - JOHN MCKENZIE, RPT PHYSICAL THERAPY PROFESSIONAL ASSOCIATES, INC. HGCC OF ALLENTOWN, INC. INDUSTRIAL WASTES, INC. IONIA MANOR, INC. JACKSONVILLE HEALTHCARE CORPORATION KENSINGTON MANOR, INC. KNOLLVIEW MANOR, INC. LEADER NURSING AND REHABILITATION CENTER OF BETHEL PARK, INC. LEADER NURSING AND REHABILITATION CENTER OF GLOUCESTER, INC. LEADER NURSING AND REHABILITATION CENTER OF SCOTT TOWNSHIP, INC. LEADER NURSING AND REHABILITATION CENTER OF VIRGINIA INC. LINCOLN HEALTH CARE, INC. MANOR CARE AVIATION, INC. MANOR CARE OF AKRON, INC. MANOR CARE OF ARIZONA, INC. MANOR CARE OF ARLINGTON, INC. MANOR CARE OF BOCA RATON, INC. MANOR CARE OF BOYNTON BEACH, INC. MANOR CARE OF CANTON, INC. MANOR CARE OF CENTERVILLE, INC MANOR CARE OF CHARLESTON, INC. MANOR CARE OF CINCINNATI, INC. MANOR CARE OF COLUMBIA, INC. MANOR CARE OF DARIEN, INC. MANOR CARE OF DELAWARE COUNTY, INC. MANOR CARE OF DUNEDIN, INC. MANOR CARE OF FLORIDA, INC. MANOR CARE OF HINSDALE, INC. MANOR CARE OF KANSAS, INC. MANOR CARE OF KINGSTON COURT, INC. MANOR CARE OF LARGO, INC. MANOR CARE OF LEXINGTON, INC. MANOR CARE OF MEADOW PARK, INC. MANOR CARE OF MIAMISBURG, INC MANOR CARE OF NORTH OLMSTED, INC. MANOR CARE OF PINEHURST, INC. MANOR CARE OF PLANTATION, INC. MANOR CARE OF ROLLING MEADOWS, INC. MANOR CARE OF ROSSVILLE, INC. MANOR CARE OF SARASOTA, INC. MANOR CARE OF WILLOUGHBY, INC. MANOR CARE OF WILMINGTON, INC. MANOR CARE OF YORK (NORTH), INC. MANOR CARE OF YORK (SOUTH), INC. MANOR CARE PROPERTIES, INC. MANORCARE HEALTH SERVICES OF BOYNTON BEACH, INC. MANORCARE HEALTH SERVICES OF NORTHHAMPTON COUNTY, INC. MANORCARE HEALTH SERVICES OF VIRGINIA, INC. MARINA VIEW MANOR, INC. MEDI-SPEECH SERVICE, INC. MID-SHORE PHYSICAL THERAPY ASSOCIATES, INC. MILESTONE HEALTH SYSTEMS, INC. MILESTONE HEALTHCARE, INC. MILESTONE REHABILITATION SERVICES, INC. MILESTONE STAFFING SERVICES, INC. MILESTONE THERAPY SERVICES, INC. MNR FINANCE CORP. MRC REHABILITATION, INC. NEW MANORCARE HEALTH SERVICES, INC. PEAK REHABILITATION, INC. PERRYSBURG PHYSICAL THERAPY, INC PHYSICAL OCCUPATIONAL AND SPEECH THERAPY, INC. PNEUMATIC CONCRETE, INC. PORTFOLIO ONE, INC. REHABILITATION ADMINISTRATION CORPORATION REHABILITATION ASSOCIATES, INC. REHABILITATION SERVICES OF ROANOKE, INC. REINBOLT & BURKAM, INC. RICHARDS HEALTHCARE, INC. RIDGEVIEW MANOR, INC. ROLAND PARK NURSING CENTER, INC. RVA MANAGEMENT SERVICES, INC. SILVER SPRING - WHEATON NURSING HOME, INC. SPRINGHILL MANOR, INC. STEWALL CORPORATION STRATFORD MANOR, INC. STUTEX CORP. SUN VALLEY MANOR, INC. THE NIGHTINGALE NURSING HOME, INC. THERAPY ASSOCIATES, INC. THERASPORT PHYSICAL THERAPY, INC. THREE RIVERS MANOR, INC. TOTALCARE CLINICAL LABORATORIES, INC. WASHTENAW HILLS MANOR, INC. WHITEHALL MANOR, INC. COLEWOOD LIMITED PARTNERSHIP HCR HOSPITAL, LLC BOOTH LIMITED PARTNERSHIP CERTAIN GUARANTORS Power of Attorney of Director and/or Officer Each of the undersigned directors and/or officers of the guarantors attached hereto as Exhibit A (the "GUARANTORS") does hereby make, constitute, and appoint R. Jeffrey Bixler and Geoffrey G. Meyers, each of the undersigned's true and lawful attorneys-in-fact and agents, with full power of substitution and full power to act without the other, for the undersigned and in the undersigned's name, place and stead, in any and all capacities, to sign and affix the undersigned's name as such director of said Guarantors to the registration statement or registration statements on Form S-3 to which this power of attorney is attached, and any and all amendments to the registration statement (including without limitation any post-effective amendments thereto), and any registration statement for the same offering that is to be effective under rule 462(b) of the Securities Act of 1933, and to file each of the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises in order to effectuate the same as fully, to all intents and purposes, as each of the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, may lawfully do or cause to be done by virtue hereof. [Signature Page Follows] IN WITNESS WHEREOF, the undersigned has executed this power of attorney this 17th day of July, 2003. /s/ Geoffrey G. Meyers -------------------------- Geoffrey G. Meyers /s/ Spencer C. Moler --------------------------- Spencer C. Moler /s/ Paul A. Ormond --------------------------- Paul A. Ormond /s/ M. Keith Weikel --------------------------- M. Keith Weikel EXHIBIT A Guarantors HCR HOME HEALTH CARE AND HOSPICE, INC. HCR INFORMATION CORPORATION HCR REHABILITATION CORP. HCRC INC. HEALTH CARE AND RETIREMENT CORPORATION OF AMERICA HEARTLAND EMPLOYMENT SERVICES, INC. HEARTLAND INFORMATION SERVICES, INC. (f/k/a Heartland Medical Information Services, Inc.) HEARTLAND REHABILITATION SERVICES, INC. IN HOME HEALTH, INC. MANOR CARE OF AMERICA, INC MANORCARE HEALTH SERVICES, INC. ANNANDALE ARDEN, LLC BAINBRIDGE ARDEN, LLC BINGHAM FARMS ARDEN, LLC COLONIE ARDEN, LLC CRESTVIEW HILLS, LLC FIRST LOUISVILLE ARDEN, LLC GENEVA ARDEN LLC HANOVER ARDEN, LLC JEFFERSON ARDEN, LLC KENWOOD ARDEN, LLC LIVONIA ARDEN, LLC MEMPHIS ARDEN, LLC NAPA ARDEN, LLC ROANOKE ARDEN, LLC SAN ANTONIO ARDEN, LLC SILVER SPRING ARDEN, LLC SUSQUEHANNA ARDEN LLC TAMPA ARDEN, LLC WALL ARDEN, LLC WARMINSTER ARDEN LLC WILLIAMS VILLE ARDEN, LLC BATH ARDEN, LLC CLAIRE BRIDGE OF ANDERSON, LLC CLAIRE BRIDGE OF AUSTIN, LLC CLAIRE BRIDGE OF KENWOOD, LLC CLAIRE BRIDGE OF SAN ANTONIO, LLC CLAIRE BRIDGE OF SUSQUEHANNA, LLC CLAIRE BRIDGE OF WARMINSTER, LLC FRESNO ARDEN, LLC MESQUITE HOSPITAL, LLC TUSCAWILLA ARDEN, LLC ANCILLARY SERVICES, LLC HCR MANORCARE MESQUITE, L.P. EX-25.1 12 c78302exv25w1.txt STATEMENT OF ELIGIBILITY OF TRUSTEE Exhibit 25.1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 --------- FORM T-1 STATEMENT OF ELIGIBILITY AND QUALIFICATION UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE Check if an application to determine eligibility of a Trustee pursuant to section 305(b)(2) NATIONAL CITY BANK (Exact name of Trustee as specified in its charter) 34-0420310 (I.R.S. Employer Identification No.) 1900 East Ninth Street Cleveland, Ohio 44114 (Address of principal executive (zip code) offices) David L. Zoeller Senior Vice President and General Counsel National City Corporation 1900 East Ninth Street Cleveland, Ohio 44114 (216) 575-9313 (Name, address and telephone number of agent for service) ---------- MANOR CARE, INC. (Exact name of obligor as specified in its charter) DELAWARE 34-1687107 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 333 N. Summit Street Toledo, Ohio 43604-2617 (Address of principal executive offices) (Zip Code) 2.125% Convertible Senior Notes due 2023 (Title of the Indenture securities) TABLE OF ADDITIONAL CO-REGISTRANTS
- ---------------------------------------------------------------------------------------------------------------- (PRIMARY (STATE OR OTHER STANDARD JURISDICTION OF INDUSTRIAL (EXACT NAME OF THE CO-REGISTRANT AS SPECIFIED IN INCORPORATION OR (I.R.S. EMPLOYER CLASSIFICATION ITS CHARTER) ORGANIZATION) IDENTIFICATION NO.) CODE NUMBER) - ---------------------------------------------------------------------------------------------------------------- AMERICAN HOSPITAL BUILDING CORPORATION Delaware 52-0985621 8051 - ---------------------------------------------------------------------------------------------------------------- AMERICANA HEALTHCARE CENTER OF PALOS TOWNSHIP, INC. Illinois 53-1352950 8051 - ---------------------------------------------------------------------------------------------------------------- AMERICANA HEALTHCARE CORPORATION OF GEORGIA Georgia 37-1087694 8051 - --------------------------------------------------- --------------------------------------------- -------------- AMERICANA HEALTHCARE CORPORATION OF NAPLES Florida 37-1087695 8051 - ---------------------------------------------------------------------------------------------------------------- ANCILLARY SERVICES MANAGEMENT, INC. Ohio 34-163874 5999 - ---------------------------------------------------------------------------------------------------------------- ANCILLARY SERVICES, LLC Delaware 52-2166500 8049 - ---------------------------------------------------------------------------------------------------------------- ANNANDALE ARDEN, LLC Delaware 52-2111069 8059 - ---------------------------------------------------------------------------------------------------------------- BAILY NURSING HOME, INC. Pennsylvania 23-1674218 8051 - ---------------------------------------------------------------------------------------------------------------- BAINBRIDGE ARDEN, LLC Delaware 52-2098028 N/A - ---------------------------------------------------------------------------------------------------------------- BATH ARDEN, LLC Delaware 52-2099206 N/A - ---------------------------------------------------------------------------------------------------------------- BINGHAM FARMS ARDEN, LLC Delaware 52-2106495 N/A - ---------------------------------------------------------------------------------------------------------------- BIRCHWOOD MANOR, INC. Michigan 38-1719951 8051 - ---------------------------------------------------------------------------------------------------------------- BLUE RIDGE REHABILITATION SERVICES, INC. Virginia 54-1508699 8049 - ---------------------------------------------------------------------------------------------------------------- BOOTH LIMITED PARTNERSHIP Florida 37-1080797 8059 - ---------------------------------------------------------------------------------------------------------------- CANTERBURY VILLAGE, INC. Michigan 38-2032536 8051 - ---------------------------------------------------------------------------------------------------------------- CHARLES MANOR, INC. Maryland 52-0902287 8051 - ---------------------------------------------------------------------------------------------------------------- CHESAPEAKE MANOR, INC. Maryland 52-0902288 8051 - ---------------------------------------------------------------------------------------------------------------- CLAIRE BRIDGE OF ANDERSON, LLC Delaware 39-1973297 8059 - ---------------------------------------------------------------------------------------------------------------- CLAIRE BRIDGE OF AUSTIN, LLC Delaware 39-1973318 8059 - ---------------------------------------------------------------------------------------------------------------- CLAIRE BRIDGE OF KENWOOD, LLC Delaware 39-1973322 8059 - ---------------------------------------------------------------------------------------------------------------- CLAIRE BRIDGE OF SAN ANTONIO, LLC Delaware 39-1973324 N/A - ---------------------------------------------------------------------------------------------------------------- CLAIRE BRIDGE OF SUSQUEHANNA, LLC Delaware 39-1973366 8059 - ---------------------------------------------------------------------------------------------------------------- CLAIRE BRIDGE OF WARMINSTER, LLC Delaware 39-1973327 8059 - ---------------------------------------------------------------------------------------------------------------- COLEWOOD LIMITED PARTNERSHIP Maryland 52-1335634 8059 - ---------------------------------------------------------------------------------------------------------------- COLONIE ARDEN, LLC Delaware 52-2130894 6531 - ---------------------------------------------------------------------------------------------------------------- CRESTVIEW HILLS ARDEN, LLC Delaware 52-2092155 6531 - ---------------------------------------------------------------------------------------------------------------- DEKALB HEALTHCARE CORPORATION Delaware 37-1019112 8051 - ----------------------------------------------------------------------------------------------------------------

- ---------------------------------------------------------------------------------------------------------------- (PRIMARY (STATE OR OTHER STANDARD JURISDICTION OF INDUSTRIAL (EXACT NAME OF THE CO-REGISTRANT AS SPECIFIED IN INCORPORATION OR (I.R.S. EMPLOYER CLASSIFICATION ITS CHARTER) ORGANIZATION) IDENTIFICATION NO.) CODE NUMBER) - ---------------------------------------------------------------------------------------------------------------- DEVON MANOR CORPORATION Pennsylvania 23-2093337 8051 - ---------------------------------------------------------------------------------------------------------------- DISTCO, INC. Maryland 52-0853907 6977 - ---------------------------------------------------------------------------------------------------------------- DIVERSIFIED REHABILITATION SERVICES, INC. Michigan 38-2690352 8049 - ---------------------------------------------------------------------------------------------------------------- DONAHOE MANOR, INC. Pennsylvania 25-1147049 8051 - ---------------------------------------------------------------------------------------------------------------- EAST MICHIGAN CARE CORPORATION Michigan 38-1747681 8051 - ---------------------------------------------------------------------------------------------------------------- EXECUTIVE ADVERTISING, INC. Maryland 52-0912751 8051 - ---------------------------------------------------------------------------------------------------------------- EYE-Q NETWORK, INC. Ohio 34-1760305 8011 - ---------------------------------------------------------------------------------------------------------------- FIRST LOUISVILLE ARDEN, LLC Delaware 52-2092159 8059 - ---------------------------------------------------------------------------------------------------------------- FOUR SEASONS NURSING CENTERS, INC. Delaware 73-0783484 8051 - ---------------------------------------------------------------------------------------------------------------- FRESNO ARDEN, LLC Delaware 52-2098630 6531 - ---------------------------------------------------------------------------------------------------------------- GENEVA ARDEN, LLC Delaware 52-2124930 N/A - ---------------------------------------------------------------------------------------------------------------- GEORGIAN BLOOMFIELD, INC. Michigan 38-1982410 8051 - ---------------------------------------------------------------------------------------------------------------- GREENVIEW MANOR, INC. Michigan 38-6062040 8051 - ---------------------------------------------------------------------------------------------------------------- HANOVER ARDEN, LLC Delaware 52-2098633 8059 - ---------------------------------------------------------------------------------------------------------------- HCR HOME HEALTH CARE AND HOSPICE, INC. Ohio 34-1787978 6719 - ---------------------------------------------------------------------------------------------------------------- HCR HOSPITAL HOLDING COMPANY, INC. Nevada 92-2038485 6719 - ---------------------------------------------------------------------------------------------------------------- HCR HOSPITAL, LLC Nevada 91-2039256 8062 - ---------------------------------------------------------------------------------------------------------------- HCR INFORMATION CORPORATION Ohio 31-1494764 7338 - ---------------------------------------------------------------------------------------------------------------- HCR MANORCARE MEDICAL SERVICES OF FLORIDA, INC. Florida 65-0666550 8011 - ---------------------------------------------------------------------------------------------------------------- HCR MANORCARE MESQUITE, L.P. Delaware 52-2229490 8062 - ---------------------------------------------------------------------------------------------------------------- HCR PHYSICIAN MANAGEMENT SERVICES, INC. Florida 58-2242001 8011 - ---------------------------------------------------------------------------------------------------------------- HCR REHABILITATION CORP. Ohio 34-1720345 6719 - ---------------------------------------------------------------------------------------------------------------- HCRA OF TEXAS, INC. Texas 74-2788668 8051 - ---------------------------------------------------------------------------------------------------------------- HCRC INC. Delaware 22-2784172 6719 - ---------------------------------------------------------------------------------------------------------------- HEALTH CARE AND RETIREMENT CORPORATION OF AMERICA Ohio 34-4402510 8051 - ---------------------------------------------------------------------------------------------------------------- HEARTLAND CAREPARTNERS, INC. Ohio 34-1838217 N/A - ---------------------------------------------------------------------------------------------------------------- HEARTLAND EMPLOYMENT SERVICES, INC. Ohio 34-1903270 7363 - ---------------------------------------------------------------------------------------------------------------- HEARTLAND HOME CARE, INC. Ohio 34-1787895 8082 - ----------------------------------------------------------------------------------------------------------------

- ---------------------------------------------------------------------------------------------------------------- (PRIMARY (STATE OR OTHER STANDARD JURISDICTION OF INDUSTRIAL (EXACT NAME OF THE CO-REGISTRANT AS SPECIFIED IN INCORPORATION OR (I.R.S. EMPLOYER CLASSIFICATION ITS CHARTER) ORGANIZATION) IDENTIFICATION NO.) CODE NUMBER) - ---------------------------------------------------------------------------------------------------------------- HEARTLAND HOME HEALTH CARE SERVICES, INC. Ohio 34-1787967 8082 - ---------------------------------------------------------------------------------------------------------------- HEARTLAND HOSPICE SERVICES, INC. Ohio 34-1788398 8082 - ---------------------------------------------------------------------------------------------------------------- HEARTLAND INFORMATION SERVICES, INC. (fka Heartland Medical Information Services, Inc.) Ohio 31-1488831 7338 - ---------------------------------------------------------------------------------------------------------------- HEARTLAND MANAGEMENT SERVICES, INC. Ohio 34-1808700 8049 - ---------------------------------------------------------------------------------------------------------------- HEARTLAND REHABILITATION SERVICES OF FLORIDA, INC. Florida 59-2504386 8049 - ---------------------------------------------------------------------------------------------------------------- HEARTLAND REHABILITATION SERVICES, INC. Ohio 34-1280619 8049 - ---------------------------------------------------------------------------------------------------------------- HEARTLAND SERVICES CORP. Ohio 34-1760503 5912 - ---------------------------------------------------------------------------------------------------------------- HERBERT LASKIN, RPT - JOHN MCKENZIE, RPT PHYSICAL THERAPY PROFESSIONAL ASSOCIATES, INC. New Jersey 22-2137595 8049 - ---------------------------------------------------------------------------------------------------------------- HGCC OF ALLENTOWN, INC. Tennessee 23-2244532 8051 - ---------------------------------------------------------------------------------------------------------------- IN HOME HEALTH, INC. Minnesota 41-1458213 8082 - ---------------------------------------------------------------------------------------------------------------- INDUSTRIAL WASTES, INC. Pennsylvania 25-1264509 4953 - ---------------------------------------------------------------------------------------------------------------- IONIA MANOR, INC. Michigan 38-1749970 8051 - ---------------------------------------------------------------------------------------------------------------- JACKSONVILLE HEALTHCARE CORPORATION Delaware 37-1069936 8051 - ---------------------------------------------------------------------------------------------------------------- JEFFERSON ARDEN, LLC Delaware 52-2111068 N/A - ---------------------------------------------------------------------------------------------------------------- KENSINGTON MANOR, INC. Florida 59-1289690 8051 - ---------------------------------------------------------------------------------------------------------------- KENWOOD ARDEN, LLC Delaware 52-2116657 N/A - ---------------------------------------------------------------------------------------------------------------- KNOLLVIEW MANOR, INC. Michigan 38-1724149 8051 - ---------------------------------------------------------------------------------------------------------------- LEADER NURSING AND REHABILITATION CENTER OF BETHEL PARK, INC. Delaware 52-1462046 8051 - ---------------------------------------------------------------------------------------------------------------- LEADER NURSING AND REHABILITATION CENTER OF GLOUCESTER, INC. Maryland 52-1352949 8051 - ---------------------------------------------------------------------------------------------------------------- LEADER NURSING AND REHABILITATION CENTER OF SCOTT TOWNSHIP, INC. Delaware 52-1462056 8051 - ---------------------------------------------------------------------------------------------------------------- LEADER NURSING AND REHABILITATION CENTER OF VIRGINIA INC. Virginia 52-1363206 8051 - ---------------------------------------------------------------------------------------------------------------- LINCOLN HEALTH CARE, INC. Ohio 34-1352822 8051 - ---------------------------------------------------------------------------------------------------------------- LIVONIA ARDEN, LLC Delaware 52-2104704 N/A - ---------------------------------------------------------------------------------------------------------------- MANOR CARE AVIATION, INC. Delaware 52-1462072 4522 - ---------------------------------------------------------------------------------------------------------------- MANOR CARE OF AKRON, INC. Ohio 52-0970447 8051 - ---------------------------------------------------------------------------------------------------------------- MANOR CARE OF AMERICA, INC Delaware 52-1200376 6519 - ---------------------------------------------------------------------------------------------------------------- MANOR CARE OF ARIZONA, INC. Delaware 52-1751861 8051 - ---------------------------------------------------------------------------------------------------------------- MANOR CARE OF ARLINGTON, INC. Virginia 52-1067426 8051 - ----------------------------------------------------------------------------------------------------------------

- ---------------------------------------------------------------------------------------------------------------- (PRIMARY (STATE OR OTHER STANDARD JURISDICTION OF INDUSTRIAL (EXACT NAME OF THE CO-REGISTRANT AS SPECIFIED IN INCORPORATION OR (I.R.S. EMPLOYER CLASSIFICATION ITS CHARTER) ORGANIZATION) IDENTIFICATION NO.) CODE NUMBER) - ---------------------------------------------------------------------------------------------------------------- MANOR CARE OF BOCA RATON, INC. Florida 52-1297340 8051 - ---------------------------------------------------------------------------------------------------------------- MANOR CARE OF BOYNTON BEACH, INC. Florida 52-1288882 8051 - ---------------------------------------------------------------------------------------------------------------- MANOR CARE OF CANTON, INC. Ohio 52-1019576 8051 - ---------------------------------------------------------------------------------------------------------------- MANOR CARE OF CENTERVILLE, INC Delaware 52-1933544 8051 - ---------------------------------------------------------------------------------------------------------------- MANOR CARE OF CHARLESTON, INC. South Carolina 52-1187059 8051 - ---------------------------------------------------------------------------------------------------------------- MANOR CARE OF CINCINNATI, INC. Ohio 52-0943592 8051 - ---------------------------------------------------------------------------------------------------------------- MANOR CARE OF COLUMBIA, INC. South Carolina 52-0940578 8051 - ---------------------------------------------------------------------------------------------------------------- MANOR CARE OF DARIEN, INC. Connecticut 52-1934884 8051 - ---------------------------------------------------------------------------------------------------------------- MANOR CARE OF DELAWARE COUNTY, INC. Delaware 52-1916053 8051 - ---------------------------------------------------------------------------------------------------------------- MANOR CARE OF DUNEDIN, INC. Florida 52-1252397 8051 - ---------------------------------------------------------------------------------------------------------------- MANOR CARE OF FLORIDA, INC. Florida 52-1479084 8051 - ---------------------------------------------------------------------------------------------------------------- MANOR CARE OF HINSDALE, INC. Illinois 52-0970446 8051 - ---------------------------------------------------------------------------------------------------------------- MANOR CARE OF KANSAS, INC. Delaware 52-1462071 8051 - ---------------------------------------------------------------------------------------------------------------- MANOR CARE OF KINGSTON COURT, INC. Pennsylvania 52-1314648 8051 - ---------------------------------------------------------------------------------------------------------------- MANOR CARE OF LARGO, INC. Maryland 52-1065213 8051 - ---------------------------------------------------------------------------------------------------------------- MANOR CARE OF LEXINGTON, INC. South Carolina 52-1048770 8051 - ---------------------------------------------------------------------------------------------------------------- MANOR CARE OF MEADOW PARK, INC. Washington 52-1339998 8051 - ---------------------------------------------------------------------------------------------------------------- MANOR CARE OF MIAMISBURG, INC Delaware 52-1708219 8051 - ---------------------------------------------------------------------------------------------------------------- MANOR CARE OF NORTH OLMSTED, INC. Ohio 52-0970448 8051 - ---------------------------------------------------------------------------------------------------------------- MANOR CARE OF PINEHURST, INC. North Carolina 52-1069744 8051 - ---------------------------------------------------------------------------------------------------------------- MANOR CARE OF PLANTATION, INC. Florida 52-1383874 8051 - ---------------------------------------------------------------------------------------------------------------- MANOR CARE OF ROLLING MEADOWS, INC. Illinois 52-1077856 8051 - ---------------------------------------------------------------------------------------------------------------- MANOR CARE OF ROSSVILLE, INC. Maryland 52-1077857 8051 - ---------------------------------------------------------------------------------------------------------------- MANOR CARE OF SARASOTA, INC. Florida 52-1252364 8051 - ---------------------------------------------------------------------------------------------------------------- MANOR CARE OF WILLOUGHBY, INC. Ohio 52-0970449 8051 - ---------------------------------------------------------------------------------------------------------------- MANOR CARE OF WILMINGTON, INC. Delaware 52-1252362 8051 - ---------------------------------------------------------------------------------------------------------------- MANOR CARE OF YORK (NORTH), INC. Pennsylvania 52-1314645 8051 - ---------------------------------------------------------------------------------------------------------------- MANOR CARE OF YORK (SOUTH), INC. Pennsylvania 52-1314644 8051 - ----------------------------------------------------------------------------------------------------------------

- ---------------------------------------------------------------------------------------------------------------- (PRIMARY (STATE OR OTHER STANDARD JURISDICTION OF INDUSTRIAL (EXACT NAME OF THE CO-REGISTRANT AS SPECIFIED IN INCORPORATION OR (I.R.S. EMPLOYER CLASSIFICATION ITS CHARTER) ORGANIZATION) IDENTIFICATION NO.) CODE NUMBER) - ---------------------------------------------------------------------------------------------------------------- MANOR CARE PROPERTIES, INC. Delaware 52-2061834 8051 - ---------------------------------------------------------------------------------------------------------------- MANORCARE HEALTH SERVICES OF BOYNTON BEACH, INC. Delaware 52-2055100 8051 - ---------------------------------------------------------------------------------------------------------------- MANORCARE HEALTH SERVICES OF NORTHHAMPTON COUNTY, INC. Pennsylvania 52-2004471 8051 - ---------------------------------------------------------------------------------------------------------------- MANORCARE HEALTH SERVICES OF VIRGINIA, INC. Delaware 52-2002773 8051 - ---------------------------------------------------------------------------------------------------------------- MANORCARE HEALTH SERVICES, INC. Delaware 52-0886946 8051 - ---------------------------------------------------------------------------------------------------------------- MARINA VIEW MANOR, INC. Wisconsin 39-1164707 8051 - ---------------------------------------------------------------------------------------------------------------- MEDI-SPEECH SERVICE, INC. Michigan 38-2343280 8049 - ---------------------------------------------------------------------------------------------------------------- MEMPHIS ARDEN, LLC Delaware 52-2098029 N/A - ---------------------------------------------------------------------------------------------------------------- MESQUITE HOSPITAL, LLC Delaware 52-2229486 8062 - ---------------------------------------------------------------------------------------------------------------- MID-SHORE PHYSICAL THERAPY ASSOCIATES, INC. New Jersey 22-2575292 8049 - ---------------------------------------------------------------------------------------------------------------- MILESTONE HEALTH SYSTEMS, INC. Texas 75-2245197 8062 - ---------------------------------------------------------------------------------------------------------------- MILESTONE HEALTHCARE, INC. Delaware 75-2592398 8062 - ---------------------------------------------------------------------------------------------------------------- MILESTONE REHABILITATION SERVICES, INC. Texas 75-2190857 5049 - ---------------------------------------------------------------------------------------------------------------- MILESTONE STAFFING SERVICES, INC. Texas 74-2963093 7363 - ---------------------------------------------------------------------------------------------------------------- MILESTONE THERAPY SERVICES, INC. Texas 75-2406307 5049 - ---------------------------------------------------------------------------------------------------------------- MNR FINANCE CORP. Delaware 51-0348281 6159 - ---------------------------------------------------------------------------------------------------------------- MRC REHABILITATION, INC. Florida 59-3357644 8049 - ---------------------------------------------------------------------------------------------------------------- NAPA ARDEN, LLC Delaware 52-2108866 N/A - ---------------------------------------------------------------------------------------------------------------- NEW MANORCARE HEALTH SERVICES, INC. Delaware 52-2053999 8051 - ---------------------------------------------------------------------------------------------------------------- PEAK REHABILITATION, INC. Delaware 52-1833202 8049 - ---------------------------------------------------------------------------------------------------------------- PERRYSBURG PHYSICAL THERAPY, INC Ohio 34-1363071 8049 - ---------------------------------------------------------------------------------------------------------------- PHYSICAL, OCCUPATIONAL, AND SPEECH THERAPY, INC. Florida 59-3377552 8049 - ---------------------------------------------------------------------------------------------------------------- PNEUMATIC CONCRETE, INC. Tennessee 62-0716951 1542 - ---------------------------------------------------------------------------------------------------------------- PORTFOLIO ONE, INC. New Jersey 22-1604502 4953 - ---------------------------------------------------------------------------------------------------------------- REHABILITATION ADMINISTRATION CORPORATION Kentucky 61-1295825 8049 - ---------------------------------------------------------------------------------------------------------------- REHABILITATION ASSOCIATES, INC. New Jersey 22-3290567 8049 - ---------------------------------------------------------------------------------------------------------------- REHABILITATION SERVICES OF ROANOKE, INC. Virginia 54-0993013 8049 - ---------------------------------------------------------------------------------------------------------------- REINBOLT & BURKAM, INC. Ohio 34-1479648 8049 - ----------------------------------------------------------------------------------------------------------------

- ---------------------------------------------------------------------------------------------------------------- (PRIMARY (STATE OR OTHER STANDARD JURISDICTION OF INDUSTRIAL (EXACT NAME OF THE CO-REGISTRANT AS SPECIFIED IN INCORPORATION OR (I.R.S. EMPLOYER CLASSIFICATION ITS CHARTER) ORGANIZATION) IDENTIFICATION NO.) CODE NUMBER) - ---------------------------------------------------------------------------------------------------------------- RICHARDS HEALTHCARE, INC. Texas 76-0339241 8049 - ---------------------------------------------------------------------------------------------------------------- RIDGEVIEW MANOR, INC. Michigan 38-1734212 8051 - ---------------------------------------------------------------------------------------------------------------- ROANOKE ARDEN, LLC Delaware 52-2104706 N/A - ---------------------------------------------------------------------------------------------------------------- ROLAND PARK NURSING CENTER, INC. Maryland 52-1890169 8051 - ---------------------------------------------------------------------------------------------------------------- RVA MANAGEMENT SERVICES, INC. Ohio 34-1791517 8011 - ---------------------------------------------------------------------------------------------------------------- SAN ANTONIO ARDEN, LLC Delaware 52-2106496 8059 - ---------------------------------------------------------------------------------------------------------------- SILVER SPRING - WHEATON NURSING HOME, INC. Maryland 53-0245649 8051 - ---------------------------------------------------------------------------------------------------------------- SILVER SPRING ARDEN, LLC Delaware 52-2107728 6531 - ---------------------------------------------------------------------------------------------------------------- SPRINGHILL MANOR, INC. Michigan 38-1890497 8051 - ---------------------------------------------------------------------------------------------------------------- STEWALL CORPORATION Maryland 52-0798475 8051 - ---------------------------------------------------------------------------------------------------------------- STRATFORD MANOR, INC. Virginia 52-0902020 8051 - ---------------------------------------------------------------------------------------------------------------- STUTEX CORP. Texas 52-0884091 8051 - ---------------------------------------------------------------------------------------------------------------- SUN VALLEY MANOR, INC. Michigan 38-1798425 8051 - ---------------------------------------------------------------------------------------------------------------- SUSQUEHANNA ARDEN LLC Delaware 52-2124933 N/A - ---------------------------------------------------------------------------------------------------------------- TAMPA ARDEN, LLC Delaware 52-2113270 N/A - ---------------------------------------------------------------------------------------------------------------- THE NIGHTINGALE NURSING HOME, INC. Pennsylvania 23-1719762 8051 - ---------------------------------------------------------------------------------------------------------------- THERAPY ASSOCIATES, INC. Virginia 54-1234646 8051 - ---------------------------------------------------------------------------------------------------------------- THERASPORT PHYSICAL THERAPY, INC. Michigan 38-3324355 8049 - ---------------------------------------------------------------------------------------------------------------- THREE RIVERS MANOR, INC. Michigan 38-2479940 8051 - ---------------------------------------------------------------------------------------------------------------- TOTALCARE CLINICAL LABORATORIES, INC. Delaware 52-1740933 8071 - ---------------------------------------------------------------------------------------------------------------- TUSCAWILLA ARDEN, LLC Delaware 52-2092162 N/A - ---------------------------------------------------------------------------------------------------------------- WALL ARDEN, LLC Delaware 52-2098990 6531 - ---------------------------------------------------------------------------------------------------------------- WARMINSTER ARDEN LLC Delaware 52-2124931 N/A - ---------------------------------------------------------------------------------------------------------------- WASHTENAW HILLS MANOR, INC. Michigan 38-2686882 8051 - ---------------------------------------------------------------------------------------------------------------- WHITEHALL MANOR, INC. Michigan 38-2189772 8051 - ---------------------------------------------------------------------------------------------------------------- WILLIAMS VILLE ARDEN, LLC Delaware 52-2107735 6531 - --------------------------------------------------- ------------------------ -------------------- --------------
GENERAL 1. General information. Furnish the following information as to the trustee: (a) Name and address of each examining or supervising authority to which it is subject. Comptroller of the Currency, Washington, D.C. The Federal Reserve Bank of Cleveland, Cleveland, Ohio Federal Deposit Insurance Corporation, Washington, D.C. (b) Whether it is authorized to exercise corporate trust powers. National City Bank is authorized to exercise corporate trust powers. 2. Affiliations with obligor. If the obligor is an affiliate of the trustee, describe such affiliation. NONE 16. List of exhibits (1) A copy of the Articles of Association of the Trustee. Incorporated herein by reference is Charter No. 786 Merger No. 1043 the Articles of Association of National City Bank, which Articles of Association were included as a part of Exhibit 1 to Form T-1 filing made by said National City Bank with the Securities and Exchange Commission in November 1973 (File No. 2-49786). Incorporated herein by reference is an amendment to the Articles of Association of National City Bank, which amendment was included as a part of Exhibit 1 to Form T-1 filing made by said National City Bank with the Securities and Exchange Commission in April 1996 (File No. 333-02761) (2) A copy of the certificate of authority of the Trustee to commence business: (a) a copy of the certificate of NCB National Bank to commence business. Incorporated herein by reference is a true and correct copy of the certificate issued by the Comptroller of the Currency under date of April 26, 1973, whereby NCB National Bank was authorized to commence the business of banking as a National banking Association, which true copy of said Certificate was included as Exhibit 2(a) to Form T-1 filing made by said National City Bank with the Securities and Exchange Commission in November 1973 (File 2-49786) (b) a copy of the approval of the merger of The National City Bank of Cleveland into NCB National Bank under the charter of NCB National Bank and under the title "National City Bank." Incorporated herein by reference is a true and correct copy of the certificate issued by the Comptroller of the Currency under date of April 27, 1973, whereby the National City Bank of Cleveland was merged into NCB National Bank, which true copy of said certificate was included as Exhibit 2(b) to Form T-1 filing made by said National City Bank with the Securities and Exchange Commission in November 1973 (File 2-49786). (3) A copy of the authorization of the Trustee to exercise corporate trust powers. Incorporated herein by reference is a true and correct copy of the certificate dated April 13, 1973 issued by the Comptroller of the Currency whereby said National City Bank has been granted the right to exercise certain trust powers, which true copy of said certificate was included as Exhibit 3 to Form T-1 filing made by said National City Bank with the Securities and Exchange Commission in November 1973 (File 2-49786). (4) A copy of existing By-Laws of the Trustee. Incorporated herein by reference is a true and correct copy of the National City Bank By-Laws as amended through January 1, 1993. This true copy of said By-Laws was included as Exhibit 4 to Form T-1 filing made by National City Bank with the Securities and Exchange Commission in March, 1995 (File 22-26594). (5) Not applicable. (6) Consent of the United States Institutional Trustee required by Section 321(b) of the Act. Attached hereto as Exhibit 6 is the Consent of the Trustee in accordance with Section 321 (b) of the Trust Indenture Act of 1939 as amended. (7) A copy of the latest report of condition of the Trustee published pursuant to law or the requirements of its supervising or examining authority. Attached hereto as Exhibit 7 is the latest report of condition of National City Bank. (8) Not applicable. (9) Not applicable. NOTES IN ANSWERING ANY ITEM OF THIS STATEMENT OF ELIGIBILITY AND QUALIFICATION WHICH RELATES TO MATTERS PECULIARLY WITH THE KNOWLEDGE OF THE OBLIGOR OR ANY UNDERWRITER FOR THE OBLIGOR OR ANY UNDERWRITER FOR THE OBLIGOR, THE TRUSTEE HAS RELIED UPON THE INFORMATION FURNISHED TO IT BY THE OBLIGOR AND THE UNDERWRITERS, AND THE TRUSTEE DISCLAIMS RESPONSIBILITY FOR THE ACCURACY OR COMPLETENESS OF SUCH INFORMATION. THE ANSWER FURNISHED TO ITEM 2. OF THIS STATEMENT WILL BE AMENDED, IF NECESSARY, TO REFLECT ANY FACTS WHICH DIFFER FROM THOSE STATED AND WHICH WOULD HAVE BEEN REQUIRED TO BE STATED IF KNOWN AT THE DATE HEREOF. SIGNATURE Pursuant to the requirements of the Trust Indenture Act of 1939 the Trustee, National City Bank, a national banking association organized and existing under the laws of the United States of America, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Cleveland, and State of Ohio, on the 13th day of May, 2003. NATIONAL CITY BANK By:/s/ James E. Schultz ----------------------- James E. Schultz Vice President CONSENT In accordance with Section 321(b) of the Trust Indenture Act of 1939, as amended, and to the extent required thereby to enable it to act as an indenture trustee, National City Bank hereby consents as of the date hereof that reports of examinations of it by the Treasury Department, the Comptroller of the Currency, the Board of Governors of the Federal Reserve Banks, the Federal Deposit Insurance Corporation or of any other Federal or State authority having the right to examine National City Bank, may be furnished by similar authorities to the Securities and Exchange Commission upon request thereon. NATIONAL CITY BANK By /s/ James E. Schultz --------------------- James E. Schultz Vice President REPORT OF CONDITION NATIONAL CITY BANK (Including Domestic and Foreign Subsidiaries) In the State of Ohio, at the close of business on March 31, 2003
ASSETS (In Thousands) Cash and balances due from depository institutions: Noninterest-bearing balances and currency and coin......................... $ 1,812,822 Interest-bearing balances.................................................. 850 Securities: Held-to-maturity securities................................................ 0 Available-for-sale securities.............................................. 3,201,047 Federal funds sold and securities purchased under agreements to resell.......... 410,825 Federal funds sold in domestic offices Securities purchased under agreements to resell.................. 299,190 Loans and lease financing receivables: Loans and leases held for sale............................................. 14,940 Loans and leases, net of unearned income................................... $34,807,835 Less: Allowance for loan and lease losses.................................. 562,179 Loans and leases, net of unearned income and allowance..................... 34,245,656 Assets held in trading accounts................................................. 308,593 Premises and fixed assets (including capitalized leases)........................ 415,909 Other real estate owned......................................................... 7,863 Investments in unconsolidated subsidiaries and associated companies............. 0 Customers' liability to this bank on acceptances outstanding.................... 22,398 Intangible assets............................................................... 106,363 Other assets.................................................................... 2,961,599 TOTAL ASSETS.................................................................. $43,808,055 LIABILITIES Deposits: In domestic offices........................................................ $22,350,796 Non-interest bearing.................................................. $ 4,688,998 Interest-bearing...................................................... 17,661,798 In foreign offices, Edge and Agreement subsidiaries, and IBFs.............. 1,076,854 Interest-bearing...................................................... 1,076,854 Federal funds purchased and securities sold under agreements to repurchase: Federal funds purchased in domestic offices................................ 4,841,198 Securities sold under agreements to repurchase............................. 1,292,747 Demand notes issued to the U.S. Treasury........................................ 0 Trading Liabilities............................................................. 10,056 Other borrowed money............................................................ 7,578,639 Bank's liability on acceptances executed and outstanding........................ 22,398 Subordinated notes and debentures............................................... 1,357,159 Other liabilities............................................................... 2,267,106 TOTAL LIABILITIES.......................................................... 40,796,953 EQUITY CAPITAL Common Stock.................................................................... 7,311 Surplus......................................................................... 588,618 Retained Earnings............................................................... 2,442,029 Accumulated other comprehensive income.......................................... (26,856) TOTAL EQUITY CAPITAL....................................................... 3,011,102 TOTAL LIABILITIES AND EQUITY CAPITAL....................................... $43,808,055
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(1)		Equals the aggregate principal amount of notes being registered. Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(o) under the Securities Act of 1933, as amended.

(2)		Represents the number of shares of common stock that are initially issuable upon conversion of the notes. Pursuant to Rule 416 under the Securities Act, the registrants are also registering such indeterminate number of shares of common stock as may be issued from time to time upon conversion of the notes as a result of the anti-dilution provisions thereof. No additional consideration will be received for the common stock, and therefore no registration fee is required pursuant to Rule 457(i) under the Securities Act.

(3)		The notes are guaranteed by the guarantors named in the table of Additional Co-Registrants. No separate consideration will be paid in respect of the guarantees pursuant to Rule 457(n) of the Securities Act.

	•		if the average of the last reported sale prices of our common stock for the 20 trading days immediately prior to the conversion date is greater than or equal to 120% of the conversion price per share of common stock on such conversion date;

	•		if the notes have been called for redemption;

	•		upon the occurrence of specified corporate transactions described in this prospectus;

	•		if the credit ratings assigned to the notes decline to levels described in this prospectus.

	•		Our annual report on Form 10-K for the fiscal year ended December 31, 2002;

	•		Our quarterly report on Form 10-Q for the three months ended March 31, 2003;

	•		Our proxy statement for the annual stockholders’ meeting held on May 6, 2003, which we filed with the SEC on April 14, 2003; and

	•		Our Current Report on Form 8-K filed with the SEC on July 25, 2003.

	•		changes in the health care industry because of political and economic influences;

	•		changes in Medicare, Medicaid and certain private payors’ reimbursement levels;

	•		existing government regulations and changes in, or the failure to comply with, governmental regulations or the interpretations thereof;

	•		changes in current trends in the cost and volume of patient-care related claims and workers’ compensation claims and in insurance costs related to such claims;

	•		the ability to attract and retain qualified personnel;

	•		our existing and future debt which may affect our ability to obtain financing in the future or to comply with our debt covenants;

	•		our ability to control operating costs;

	•		integration of acquired businesses;

	•		changes in, or the failure to comply with, regulations governing the transmission and privacy of health information;

	•		state regulation of the construction or expansion of health care providers;

	•		legislative proposals for health care reform;

	•		competition;

	•		the failure to comply with occupational health and safety regulations;

	•		the ability to enter into managed care provider arrangements on acceptable terms;

	•		pending or threatened litigation;

	•		a reduction in cash reserves and shareholders’ equity upon our repurchase of our stock;

	•		an increase in senior debt or reduction in cash flow upon our purchase or sale of assets; and

	•		conditions in the financial markets.

	•		make it more difficult for us to satisfy our obligations with respect to the notes;

	•		increase our vulnerability to general adverse economic and industry conditions;

	•		require us to dedicate a substantial portion of our cash flow from operations to payments on our indebtedness, thereby reducing the availability of our cash flow to fund acquisitions, working capital, capital expenditures and other general corporate purposes;

	•		limit, along with the financial and other restrictive covenants in our indebtedness, our ability to borrow a significant amount of additional funds;

	•		limit, along with the financial and other restrictive covenants in our indebtedness, our flexibility in planning for, or reacting to, changes in our business and the industry in which we operate; and

	•		place us at a competitive disadvantage compared to our competitors that have less debt.

	•		limit our ability and the ability of our subsidiaries to borrow and to place liens on our assets or their assets;

	•		require us to comply with a debt to capitalization ratio test, fixed charge coverage ratio test and leverage ratio test;

	•		limit our ability to merge with other parties or sell all or substantially all of our assets;

	•		limit our and our subsidiaries’ ability to make certain acquisitions and to dispose of assets; and

	•		limit our ability to pay dividends and redeem capital stock.

	•		inaccurate assessment of undisclosed liabilities;

	•		entry into markets in which we may have limited or no experience;

	•		diversion of management’s attention from our core business;

	•		difficulties in assimilating the operations of an acquired business or in realizing projected efficiencies and cost savings; and

	•		increase in our indebtedness and a limitation in our ability to access additional capital when needed.

	•		licensure and certification;

	•		adequacy and quality of health care services;

	•		qualifications of health care and support personnel;

	•		quality of medical equipment;

	•		confidentiality, maintenance and security issues associated with medical records;

	•		relationships with physicians and other referral sources;

	•		operating policies and procedures;

	•		addition of facilities and services; and

	•		billing for services.

	•		cost reporting and billing practices;

	•		quality of care;

	•		financial relationships with referral sources; and

	•		medical necessity of services provided.

	•		the appropriateness of therapy services provided to Medicare beneficiaries in skilled nursing facilities;

	•		appropriate cost allocation between the Medicare-certified and non-certified portions of the facility; and

	•		billing for ancillary supplies, resident assessments and quality of care.

	•		the purchase, construction or expansion of health care facilities;

	•		capital expenditures exceeding a prescribed amount; or

	•		changes in services or bed capacity.

	•		the entities are bona fide separate organizations;

	•		a substantial part of the supplying organization’s business activity is conducted with non-related organizations and there is an open, competitive market for the services or products;

	•		the services or products are commonly obtained by a provider from other organizations and are not a basic element of patient care ordinary furnished directly to patients by the providers; and

	•		the charge to the provider is in line with the charge for these services and products in the open market and no more than the charge made under comparable circumstances to others.

	•	issued the guarantee to delay, hinder or defraud present or future creditors; or

	•	received less than reasonably equivalent value or fair consideration for the incurrence of such guarantee,

and at the time it issued the guarantee:

	•	was insolvent or rendered insolvent by reason of such incurrence; or

	•	was engaged or about to engage in a business or transaction for which the guarantor’s remaining unencumbered assets constituted unreasonably small capital to carry on its business; or

	•	intended to incur, or believed that it would incur, debts beyond its ability to pay the debts as they mature.

	•		the sum of its debts, including contingent liabilities, were greater than the fair saleable value of all of its assets;

	•		if the present fair saleable value of its assets were less than the amount that would be required to pay its probable liability on its existing debts, including contingent liabilities, as they become absolute and mature; or

	•		it could not pay its debts as they become due.

	•		are general unsecured, senior obligations of the Company;

	•		are limited to an aggregate principal amount of $100.0 million;

	•		mature on April 15, 2023;

	•		will be issued in denominations of $1,000 and integral multiples of $1,000;

	•		are represented by two registered notes in global form;

	•		rank equally in right of payment to any future unsecured senior Debt of the Company; and

	•		are unconditionally guaranteed on a senior basis by each Subsidiary of the Company that has guaranteed the 7 1/2% Senior Notes due 2006 issued by Manor Care of America, Inc. (MCA), the 8% Senior Notes due 2008 issued by the Company, the 6.25% Senior Notes due 2013.

	•		is not suspended from trading on any national or regional securities exchange or association or over-the-counter market at the close of business, and

	•		has traded at least once on the national or regional securities exchange or association or over-the-counter market that is the primary market for the trading of the common stock.

	•		at least three such bids are not obtained by the bid solicitation agent, or

	•		in our reasonable judgment, the bid quotations are not indicative of the secondary market value of the notes,

	•		issue, register the transfer of or exchange any note during a period of 15 days before the mailing of the redemption notice; or

	•		register the transfer of or exchange any note so selected for redemption, in whole or in part, except the unredeemed portion of any note being redeemed in part.

	•		any reclassification of our common stock, or

	•		a consolidation, merger or combination involving the Company, or

	•		a sale or conveyance to another person of the property and assets of the Company as an entirety or substantially as an entirety,

	•		whether we will pay the purchase price of the notes in cash, in shares of our common stock, or any combination thereof, specifying the percentages of each;

	•		if we elect to pay with shares of our common stock for either the April 15, 2008, April 15, 2010, April 15, 2013 and April 15, 2018 purchase date, the method of calculating the market price of our common stock; and

	•		if certificated notes have been issued, the certificate numbers of the notes, or if not certificated, your notice must comply with appropriate DTC procedures;

	•		the portion of the principal amount of notes to be purchased, in integral multiples of $1,000;

	•		that the notes are to be purchased by us pursuant to the applicable provisions of the notes and the indenture; and

	•		for the April 15, 2008, April 15, 2010, April 15, 2013 and April 15, 2018 purchase dates, in the event we elect, pursuant to the notice that we are required to give, to pay the purchase price in shares of our common stock, in whole or in part, but the purchase price is ultimately to be paid to the holder entirely in cash because any of the conditions to payment of the purchase price or portion of the purchase price in shares of our common stock is not satisfied prior to the close of business on the last business day prior to the purchase date, whether you elect:

	•		the principal amount of the withdrawn notes;

	•		if certificated notes have been issued, the certificate numbers of the withdrawn notes, or if not certificated, your notice must comply with appropriate DTC procedures; and

	•		the principal amount, if any, which remains subject to the purchase notice.

	•		our providing timely written notice, as described above, of our election to purchase all or part of the notes with our common stock;

	•		our common stock then being listed on a national securities exchange or quoted on the Nasdaq National Market;

	•		information necessary to calculate the market price of our common stock being published in a daily newspaper of national circulation;

	•		registration of the common stock under the Securities Act and the Exchange Act, if required; and

	•		our obtaining any necessary qualification or registration under applicable state securities law or the availability of an exemption from such qualification and registration.

	•		the notes will cease to be outstanding and interest, including any contingent interest, will cease to accrue (whether or not book-entry transfer of the notes is made or whether or not the note is delivered to the paying agent); and

	•		all other rights of the holder will terminate (other than the right to receive the purchase price and previously accrued and unpaid interest (including any contingent interest) and additional amounts upon delivery or transfer of the notes).

	•		whether we will pay the Fundamental Change purchase price of notes in cash, common stock or a combination thereof, specifying the percentages of each;

	•		if we elect to pay in common stock, the method of calculating the market price of the common stock; and

	•		the procedures that holders must follow to require us to purchase their notes.

	•		if certificated, the certificate numbers of your notes to be delivered for purchase;

	•		the portion of the principal amount of notes to be purchased, which must be $1,000 or an integral multiple thereof;

	•		in the event we elect, pursuant to the notice that we are required to give, to pay the Fundamental Change purchase price in common stock, in whole or in part, but the Fundamental Change purchase price is ultimately to be paid to the holder entirely in cash because any condition to payment of the Fundamental Change purchase price or portion of the Fundamental Change purchase price in common stock is not satisfied prior to the close of business on the Fundamental Change purchase date, as described below, whether you elect:

	•		the board of directors approves, prior to the date, either the proposed business combination or the proposed acquisition of stock which resulted in the stockholder becoming an interested stockholder;

	•		upon consummation of the transaction in which the stockholder becomes an interested stockholder, the interested stockholder owned at least 85% of the those shares of the voting stock of the corporation which are not held by the directors, officers or certain employee stock plans; or

	•		on or subsequent to the date on which the stockholder became an interested stockholder, the business combination with the interested stockholder is approved by the board of directors and also approved at a stockholder’s meeting by the affirmative vote of the holders of at least two-thirds of the outstanding shares of the corporation’s voting stock other than shares held by the interested stockholder.

	•		banks, insurance companies or other financial institutions;

	•		persons subject to U.S. federal estate, gift or alternative minimum tax arising from the purchase, ownership or disposition of the notes;

	•		tax-exempt organizations;

	•		dealers in securities or currencies;

	•		traders in securities that elect to use a mark-to-market method of accounting for their securities holdings;

	•		foreign persons or entities (except to the extent specifically set forth below);

	•		persons that own, or are deemed to own, more than 5% of our Company (except to the extent specifically set forth below);

	•		certain former citizens or long-term residents of the United States;

	•		U.S. holders (as defined below) whose functional currency is not the U.S. dollar;

	•		persons who hold the notes as a position in a hedging transaction, “straddle,” “conversion transaction” or other risk reduction transaction; or

	•		persons deemed to sell the notes or common stock under the constructive sale provisions of the Code.

	•		an individual citizen or resident of the United States;

	•		a corporation or other entity taxable as a corporation for U.S. federal income tax purposes, or a partnership or other entity taxable as a partnership for United States federal income tax purposes, created or organized in the United States or under the laws of the United States, any state thereof, or the District of Columbia;

	•		an estate, the income of which is subject to U.S. federal income taxation regardless of its source; or

	•		a trust that (1) is subject to the primary supervision of a U.S. court and one or more U.S. persons have the authority to control all substantial decisions of the trust or (2) has a valid election in effect under applicable Treasury Regulations to be treated as a U.S. person.