MANOR CARE, INC.
$150,000,000
7 1/2% Senior Notes due 2006
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SUPPLEMENTAL INDENTURE
Dated as of June 4, 1996
to
INDENTURE
Dated as of June 4, 1996
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WILMINGTON TRUST COMPANY, TRUSTEE
SUPPLEMENTAL INDENTURE dated as of June 4, 1996, between
Manor Care, Inc., a Delaware corporation (the "Company"), and
Wilmington Trust Company, a Delaware banking corporation, as trus-
tee (the "Trustee").
This Supplemental Indenture is made pursuant to Sections
2.01 and 8.01 of the Indenture dated as of June 4, 1996 between
the Company and the Trustee (the "Indenture"). Terms used herein
and not defined have the same meaning as in the Indenture.
Each party hereby agrees, for the benefit of the other
party and for the equal and ratable benefit of the Holders of the
Company's Senior Debt Securities issued under the Indenture and
this Supplemental Indenture, as follows:
(1) There is hereby created a series of Senior Debt
Securities under the Indenture that is designated as the 7 1/2%
Senior Notes due 2006 (the "Notes").
(2) The Notes shall contain those terms set forth in
the Indenture and those contained in Exhibit A attached hereto.
(3) The Notes shall be represented by certificates sub-
stantially in the form of Exhibit A attached hereto.
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IN WITNESS WHEREOF, MANOR CARE, INC. has caused this
Supplemental Indenture to be executed in its corporate name by one
of its Senior Vice Presidents and to be attested by its Secretary
or one of its Assistant Treasurers, and WILMINGTON TRUST COMPANY,
as Trustee, has caused this Supplemental Indenture to be executed
in its corporate name by one of its Vice Presidents and to be
attested by its Secretary or one of its Trust Officers, all as of
the date first written above.
MANOR CARE, INC.
/s/ James A. MacCutcheon
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Name: James A. MacCutcheon
Title: Senior Vice President -
Finance
Chief Financial Officer
and Treasurer
ATTEST:
/s/ Leigh C. Comas
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WILMINGTON TRUST COMPANY,
as Trustee
/s/ Norma P. Closs
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Name: Norma P. Closs
Title: Vice President
ATTEST:
/s/ Sharon Brindle
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EXHIBIT A
No. R- $
MANOR CARE, INC.
promises to pay to
or registered assigns
the principal sum of Dollars on June 15, 2006.
7 1/2% SENIOR NOTES DUE 2006
Interest Payment Dates: June 15 and December 15
Record Dates: June 1 and December 1
Dated:
MANOR CARE, INC.
By
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Chairman of the Board,
President and
Chief Executive Officer
By
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Secretary
WILMINGTON TRUST COMPANY,
as Trustee, certifies that
this is one of the Securities
referred to in the within
mentioned Indenture.
By
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Authorized Officer
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MANOR CARE, INC.
7 1/2% SENIOR NOTES DUE 2006
Interest.
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MANOR CARE, INC. (the "Company"), a Delaware corpora-
tion, promises to pay interest on the principal amount of this
Security at the rate per annum shown above. The Company will pay
interest semiannually on June 15 and December 15, commencing on
December 15, 1996. Interest on the Notes will accrue from the
most recent date to which interest has been paid or, if no inter-
est has been paid, from June 4, 1996. Interest will be computed
on the basis of a 360-day year of twelve 30-day months.
Method of Payment.
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The Company will pay interest on the Notes (except
defaulted interest) to the persons who are registered holders of
Securities at the close of business on June 1 or December 1, as
the case may be, next preceding the interest payment date. Hold-
ers must surrender the Notes to a Paying Agent to collect princi-
pal 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. The Company may,
however, pay principal and interest by check payable in such
money. It may mail an interest check to a holder's registered
address.
Paying Agent and Registrar.
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Initially, WILMINGTON TRUST COMPANY, as the trustee
under the Indenture (as defined) (the "Trustee"), will act as Pay-
ing Agent and Registrar. The Company may change any Paying Agent,
Registrar or co-Registrar without notice. The Company or any of
its Subsidiaries may act as Paying Agent, Registrar or
co-Registrar.
Indenture; Supplemental Indenture.
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The Company issued the Notes of this series under an
indenture dated as of June 4, 1996 (the "Indenture") between the
Company and the Trustee. The Notes are general obligations of the
Company limited in aggregate principal amount to $150 million.
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The terms of the Notes include those stated in the Indenture, the
supplemental indenture dated as of June 4, 1996 (the "Supplemental
Indenture") between the Company and the Trustee creating the
series and those made part of the Indenture by reference to the
Trust Indenture Act of 1939 (15 U.S. Code Sections 77aaa-77bbbb),
as amended (the "TIA") and as in effect on the date of the Inden-
ture. The Notes are subject to all such terms, and Noteholders
are referred to the Indenture, the Supplemental Indenture and the
TIA for a statement of them.
Optional Redemption.
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The Notes will be redeemable, at the option of the Com-
pany, in whole at any time or in part from time to time, on at
least 30 days but not more than 60 days prior notice mailed to the
registered address of each Holder of Notes to be so redeemed, at a
redemption price equal to the greater of (i) 100% of their princi-
pal amount, and (ii) the sum of the present values of the remain-
ing scheduled payments of principal and interest thereon dis-
counted, on a semiannual basis (assuming a 360-day year consisting
of twelve 30-day months), at the Treasury Rate (as defined), plus
15 basis points, plus accrued interest thereon to the date of
redemption.
Treasury Rate
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With respect to any redemption date, the rate per annum
equal to the semiannual equivalent yield to maturity of the Compa-
rable Treasury Issue, assuming a price for the Comparable Treasury
Issue (expressed as a percentage of its principal amount) equal to
the Comparable Treasury Price for such redemption date.
Denominations, Transfer, Exchange.
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The Notes are in registered form without coupons in
denominations of $1,000 and integral 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 and transfer documents
and to pay any taxes and fees required by law or permitted by the
Indenture. The Registrar need not transfer or exchange any Notes
for a period of 15 days before a selection of Notes to be redeemed
or transfer or exchange any Notes or portions of them selected for
redemption.
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Persons Deemed Owners.
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The registered holder of a Note may be treated as its
owner for all purposes.
Unclaimed Money.
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If money for the payment of principal or interest
remains unclaimed for two years, the Trustee or Paying Agent will
pay the money back to the Company at its request. After that,
Holders entitled to the money must look to the Company for payment
unless an abandoned property law designates another person.
Amendment, Supplement, Waiver.
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Subject to certain exceptions, the Indenture or the
Notes may be amended or supplemented by the Company with the con-
sent of the Holders of at least a majority in principal amount of
the Notes of all series affected by the amendment, and any past
default on a series or compliance with any provision may be waived
with the consent of the Holders of a majority in principal amount
of the Notes of the series. Without the consent of any
Noteholder, the Company may amend or supplement the Indenture or
the Notes to cure any ambiguity, defect or inconsistency, to com-
ply with Section 4.01 of the Indenture to provide for
uncertificated Notes in addition to or in place of certificated
Notes, to create a series and establish its terms, to provide for
a separate Trustee for one or more series, or to make any change
that does not materially adversely affect the rights of any
Noteholder.
Successor Corporation.
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When a successor corporation assumes all of the obliga-
tions of its predecessor under the Notes and the Indenture, the
predecessor corporation will be released from those obligations.
Restrictive Covenants.
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The Indenture contains limitations on liens and sale and
lease-back transactions and certain transactions with affiliates,
subject to a number of important qualifications and exceptions.
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Defaults and Remedies.
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An Event of Default is: default for 30 days in payment
of interest on the Securities; default in payment of principal on
the Notes (upon redemption or otherwise); failure by the Company
for 60 days after notice to it to comply with any of its other
covenants, conditions or agreements in the Indenture or the Notes;
default by the Company or any Subsidiary in the payment of any
Indebtedness for money borrowed in excess of $20,000,000 in the
aggregate, resulting in such indebtedness becoming 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; failure by the Company or any Subsidiary
to stay or discharge a final judgment entered in a court for the
payment of $20,000,000 or more rendered against the Company or any
Subsidiary within 90 days after the date permitting appeal thereof
has expired and all rights to appeal have been extinguished; and
certain events of bankruptcy or insolvency. If an Event of
Default occurs and is continuing, the Trustee or the Holders of at
least 25% in principal amount of the outstanding Notes may declare
the Notes to be due and payable immediately. Noteholders may not
enforce the Indenture or the Notes except as provided in the
Indenture. The Trustee may require indemnity satisfactory to it
before it enforces the Indenture or the Securities. Subject to
certain limitations, holders of a majority in principal amount of
the outstanding Notes may direct the Trustee in its exercise of
any trust or power. The Trustee may withhold from the notice of
any continuing default (except a default in payment of principal
or interest) if it determines that withholding notice is in
Noteholders' interest. The Company is required to file periodic
reports with the Trustee as to the absence of default.
Trustee Dealings with Company.
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Wilmington Trust Company, the Trustee under the Inden-
ture in its individual or any other capacity, may make loans to,
accept deposits from, and perform services for the Company or its
Affiliates, and may otherwise deal with the Company or its
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Affiliates, as if it were not Trustee subject to the Trust Inden-
ture Act.
No Recourse Against Others.
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A director, officer, employee or stockholder, as such,
of the Company shall not have any liability for any obligations of
the Company under the Notes or the Indenture or for any claim
based on, in respect of or by reason of, such obligations or their
creation. Each Noteholder by accepting a Note waives and releases
all such liability. The waiver and release are part of the con-
sideration for the issue of the Notes.
Authentication.
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This Note shall not be valid until the Trustee manually
signs the certificate of authentication on the other side of this
Note.
Abbreviations.
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Customary abbreviations may be used in the name of a
Noteholder or an assignee, such as: TEN COM (= tenants in com-
mon), TEN ENT (= tenants by the entireties) JT TEN (= joint ten-
ants with right of survivorship and not as tenants in common),
CUST (= Custodian), and U/G/M/A (= Uniform Gifts to Minors Act).
Requests for Copies.
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The Company will furnish to any Noteholder upon written
request and without charge a copy of the Indenture and the Bond
Resolution or Supplemental Indenture. Requests may be made to:
Secretary, Manor Care, Inc., 10750 Columbia Pike, Silver Spring,
Maryland 20901.
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ASSIGNMENT FORM
If you the holder want to assign this Note, fill in the
form below and have your signature guaranteed:
I or we assign and transfer this Note to
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(Insert assignee's social security or tax ID number)
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(Print or type assignee's name, address and zip code)
and irrevocably appoint
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agent to transfer this Note on the books of the Company.
The agent may substitute another to act for him.
Date: Your Signature:
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(Sign exactly as your name
appears on the other side
of this Note)
Signature Guarantee:
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THE SIGNATURE(S) SHOULD BE GUARANTEED
BY AN ELIGIBLE GUARANTOR INSTITUTION
(BANKS, STOCKBROKERS, SAVINGS AND LOAN
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ASSOCIATIONS AND CREDIT UNIONS WITH
MEMBERSHIP IN AN APPROVED SIGNATURE
GUARANTEE MEDALLION PROGRAM), PURSUANT
TO S.E.C. RULE 17Ad-15.