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)
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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