EX-4.4 3 c78302a1exv4w4.txt AMENDMENT TO INDENTURE Exhibit 4.4 AMENDMENT Dated as of August 7, 2003 to 2.125% Convertible Senior Notes due 2023 INDENTURE Dated as of April 15, 2003 among MANOR CARE, INC., THE SUBSIDIARY GUARANTORS PARTIES HERETO AND NATIONAL CITY BANK, AS TRUSTEE This AMENDMENT (this "Amendment") dated as of August 7, 2003 among MANOR CARE, INC., a Delaware corporation (the "Company"), the SUBSIDIARY GUARANTORS (as more fully defined in the Indenture, the "Subsidiary Guarantors") and NATIONAL CITY BANK, a national banking association, as trustee under the Indenture referred to below (the "Trustee") to the Indenture dated as of April 15, 2003 (the "Indenture") among the Company, the Subsidiary guarantors and the Trustee. W I T N E S S E T H WHEREAS, the Company and the Subsidiary Guarantors have heretofore executed and delivered to the Trustee the Indenture providing for the issuance of an aggregate principal amount of $100,000,000 of 2.125% Convertible Senior Notes due 2011 (the "Notes"); WHEREAS, the Company and the Subsidiary Guarantors have authorized the Indenture to be amended to reflect an increase in the interest to be borne by the Notes from 2.125 percent to 2.625 percent, such increase to be effective August 20, 2003 through December 31, 2008; WHEREAS, the Company desires to amend the Indenture in accordance with Section 9.1 of the Indenture; and WHEREAS, pursuant to Section 9.6 of the Indenture, the Trustee is authorized to execute and deliver this Amendment. NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties hereto do hereby mutually covenant and agree as follows: 1. Capitalized Terms. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture. 2. Amendment. (a) Article II is hereby amended by adding the following section after Section 2.17: Section 2.18. Interest Rate Adjustment. During the period commencing August 20, 2003 and continuing through December 31, 2008, the interest rate to be borne by the Notes shall be increased from 2.125 percent to 2.625 percent. For all other periods during which the Notes are outstanding, the interest rate to be borne by the Notes shall be 2.125 percent. (b) Exhibit A to the Indenture shall be amended by deleting the first paragraph of the "[Form of Reverse Side of Security]" in its entirety and the following is hereby inserted in its place: 2 Manor Care, Inc., a Delaware corporation (such corporation, and its successors and assignees under the Indenture hereinafter referred to, being herein called the "Company"), promises to pay interest on the principal amount of this Security as follows: (i) during the period commencing August 20, 2003 and continuing through December 31, 2008, the Company promises to pay interest at the rate of 2.625% per annum; and (ii) for all other periods while the Securities are outstanding, the Company promises to pay interest at the rate of 2.125% per annum. (c) Exhibit A to the Indenture shall be amended by deleting the fourth paragraph of the "[Form of Reverse Side of Security]" in its entirety and the following is hereby inserted in its place: 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 (or 2.625% per annum during the period commencing August 20, 2003 and continuing through December 31, 2008), 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. 3. Governing Law. NEW YORK LAW TO GOVERN. THIS AMENDMENT, THE NOTES AND THE GUARANTEES SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK (WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES THEREOF). 5. Counterparts. This Amendment may be executed in any number of counterparts, each of which shall be an original; but such counterparts shall together constitute but one and the same instrument. 6. Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof. (signature page follows) 3 IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and attested, all as of the date first above written. MANOR CARE, INC. By: /s/ Geoffrey G. Meyers ----------------------------------------- Name: Geoffrey G. Meyers Title: Executive Vice President and Chief Financial Officer 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. 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. 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 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 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 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 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 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 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 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 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 NATIONAL CITY BANK, as Trustee By: /s/ James Schultz --------------------------------- Name: James Schultz Title: Vice President