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                                                                    EXHIBIT 10.1


                                MANOR CARE, INC.

                                  $200,000,000

                            8% Senior Notes due 2008

                               PURCHASE AGREEMENT

                                                                   March 1, 2001

JPMORGAN, a division of
CHASE SECURITIES INC.
MERRILL LYNCH, PIERCE, FENNER
   & SMITH INCORPORATED
BANC OF AMERICA SECURITIES LLC
UBS WARBURG LLC
c/o Chase Securities Inc.
270 Park Avenue, 4th floor
New York, New York 10017

Ladies and Gentlemen:

                  Manor Care, Inc., a Delaware corporation (the "Company"),
proposes to issue and sell $200,000,000 aggregate principal amount of its 8%
Senior Notes due 2008 (the "Securities"). The Securities will be issued pursuant
to an Indenture to be dated as of March 8, 2001 (the "Indenture") between the
Company, each of the subsidiaries of the Company listed on Schedule 1 hereto
(each a "Guarantor" and together, the "Guarantors") and National City Bank, as
trustee (the "Trustee"). The Securities will be guaranteed by guarantees (the
"Guarantees", and each a "Guarantee") of each of the Guarantors. The Company
hereby confirms its agreement with JPMorgan, a division of Chase Securities Inc.
("JPMorgan") and Merrill Lynch, Pierce, Fenner & Smith Incorporated, Banc of
America Securities LLC and UBS Warburg LLC (together with JPMorgan, the "Initial
Purchasers") concerning the purchase of the Securities from the Company by the
several Initial Purchasers.

                  The Securities will be offered and sold to the Initial
Purchasers without being registered under the Securities Act of 1933, as amended
(the "Securities Act"), in reliance upon an exemption therefrom. The Company has
prepared a preliminary offering memorandum dated February 26, 2001 (including
the documents incorporated by reference therein, the "Preliminary Offering
Memorandum") and will prepare an offering memorandum dated the date hereof
(including the documents incorporated by reference therein, the "Offering
Memorandum") setting forth information concerning the Company and the
Securities. Copies of the Preliminary Offering Memorandum have been, and copies
of the Offering Memorandum will be, delivered by the Company to the Initial
Purchasers pursuant to the terms of this Agreement. Any references herein to the
Preliminary Offering Memorandum and the Offering Memorandum shall be deemed to
include all amendments and supplements thereto, unless otherwise noted. The
Company hereby confirms that it has authorized the use of the Preliminary
Offering Memorandum and the Offering Memorandum in connection with the offering
and resale of the Securities by the Initial Purchasers in accordance with
Section 2.

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                  Holders of the Securities (including the Initial Purchasers
and their direct and indirect transferees) will be entitled to the benefits of
an Exchange and Registration Rights Agreement, substantially in the form
attached hereto as Annex A (the "Registration Rights Agreement"), pursuant to
which the Company will agree to file with the Securities and Exchange Commission
(the "Commission") a registration statement under the Securities Act (the
"Exchange Offer Registration Statement") registering an issue of senior notes of
the Company and guarantees of each of Guarantors (the "Exchange Securities")
which are identical in all material respects to the Securities (except that the
Exchange Securities will not contain terms with respect to transfer
restrictions) and the Guarantees and under certain circumstances, a shelf
registration statement pursuant to Rule 415 under the Securities Act (the "Shelf
Registration Statement").

                  Capitalized terms used but not defined herein shall have the
meanings given to such terms in the Offering Memorandum.

                  1. Representations, Warranties and Agreements of the Company
and each of the Guarantors. The Company and the Guarantors jointly and severally
represent and warrant to, and agree with, the several Initial Purchasers on and
as of the date hereof and the Closing Date (as defined in Section 3) that:

                  (a)Each of the Preliminary Offering Memorandum and the
         Offering Memorandum, as of its respective date, did not, and on the
         Closing Date the Offering Memorandum will not, 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 light of the circumstances under which they were made,
         not misleading; provided that the Company and each of the Guarantors
         make no representation or warranty as to information contained in or
         omitted from the Preliminary Offering Memorandum or the Offering
         Memorandum in reliance upon and in conformity with written information
         relating to the Initial Purchasers furnished to the Company or the
         Guarantors by or on behalf of any Initial Purchaser specifically for
         use therein as specified in Section 16 hereof (the "Initial Purchasers'
         Information").

                  (b) Each of the Preliminary Offering Memorandum and the
         Offering Memorandum, as of its respective date, contains all of the
         information that, if requested by a prospective purchaser of the
         Securities, would be required to be provided to such prospective
         purchaser pursuant to Rule 144A(d)(4) under the Securities Act.

                  (c) Assuming the accuracy of the representations and
         warranties of the Initial Purchasers contained in Section 2 and their
         compliance with the agreements set forth therein, it is not necessary,
         in connection with the issuance and sale of the Securities to the
         Initial Purchasers and the offer, resale and delivery of the Securities
         by the Initial Purchasers in the manner contemplated by this Agreement
         and the Offering Memorandum, to register the Securities under the
         Securities Act or, until such time as the Exchange Securities are
         issued pursuant to an effective registration statement, to qualify the
         Indenture under the Trust Indenture Act of 1939, as amended (the "Trust
         Indenture Act").

                  (d) The Company and each of its subsidiaries have been duly
         incorporated or formed, as the case may be, and are validly existing
         corporations or limited liability companies, as the case may be, in
         good standing under the laws of their respective jurisdictions of
         incorporation or formation as the case may be, are duly qualified to do

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         business and are in good standing as foreign corporations or foreign
         limited liability companies, as the case may be, in each jurisdiction
         in which their respective ownership or lease of property or the conduct
         of their respective businesses requires such qualification, and have
         all power and authority necessary to own or hold their respective
         properties and to conduct the businesses in which they are engaged,
         except where the failure to so qualify or have such power or authority
         would not, singularly or in the aggregate, reasonably be expected to
         result in a material adverse effect on the condition (financial or
         otherwise), results of operations or business or prospects of the
         Company and its subsidiaries taken as a whole (a "Material Adverse
         Effect"). Schedule 2 sets forth all of the direct and indirect
         subsidiaries of the Company.

                  (e) The Company has an authorized capitalization as set forth
         in the Offering Memorandum under the heading "Capitalization"; all of
         the outstanding shares of capital stock of the Company have been duly
         and validly authorized and issued and are fully paid and
         non-assessable. Except as noted on Schedule 2, all the outstanding
         shares of capital stock or membership interests, as the case may be, of
         each subsidiary of the Company have been duly and validly authorized
         and issued, are fully paid and non-assessable and are owned directly or
         indirectly by the Company, free and clear of any lien, charge,
         encumbrance, security interest, restriction upon voting or transfer or
         any other claim of any third party.

                  (f) The Company and each of the Guarantors has full right and
         authority to execute and deliver this Agreement, the Indenture
         (including the Guarantees set forth therein), the Registration Rights
         Agreement and the Securities (in the case of the Company only)
         (collectively, the "Transaction Documents") and to perform their
         respective obligations hereunder and thereunder; and, as of the Closing
         Date, all corporate or limited liability company action required to be
         taken for the due and proper authorization, execution and delivery of
         each of the Transaction Documents and the consummation of the
         transactions contemplated thereby will have been duly and validly
         taken.

                  (g) This Agreement has been duly authorized, executed and
         delivered by the Company and each of the Guarantors and constitutes a
         valid and legally binding agreement of the Company and each of the
         Guarantors, except as rights to indemnification and contribution may be
         limited by public policy considerations or applicable law.

                  (h) The Registration Rights Agreement has been duly authorized
         by the Company and each of the Guarantors and, when duly executed and
         delivered in accordance with its terms by each of the parties thereto,
         will constitute a valid and legally binding agreement of the Company
         and each of the Guarantors enforceable against the Company and each of
         the Guarantors in accordance with its terms, except to the extent that
         such enforceability may be limited by applicable bankruptcy,
         insolvency, fraudulent conveyance, reorganization, moratorium and other
         similar laws affecting creditors' rights generally and by general
         equitable principles (whether considered in a proceeding in equity or
         at law).

                  (i) The Indenture has been duly authorized by the Company and
         each of the Guarantors and, when duly executed and delivered in
         accordance with its terms by each of the parties thereto, will
         constitute a valid and legally binding agreement of the Company and
         each of the Guarantors enforceable against the Company and each of the

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         Guarantors in accordance with its terms, except to the extent that such
         enforceability may be limited by applicable bankruptcy, insolvency,
         fraudulent conveyance, reorganization, moratorium and other similar
         laws affecting creditors' rights generally and by general equitable
         principles (whether considered in a proceeding in equity or at law). On
         the Closing Date, the Indenture will conform in all material respects
         to the requirements of the Trust Indenture Act and the rules and
         regulations of the Commission applicable to an indenture which is
         qualified thereunder.

                  (j) The Securities have been duly authorized by the Company
         and, when duly executed, authenticated, issued and delivered as
         provided in the Indenture (assuming the Indenture is the valid and
         legally binding obligation of the Trustee and due authentication of the
         Securities by the Trustee) and paid for as provided herein, will be
         duly and validly issued and outstanding and will constitute valid and
         legally binding obligations of the Company, as issuer, and each of the
         Guarantors, as guarantors, entitled to the benefits of the Indenture
         and enforceable against the Company, as issuer, and each of the
         Guarantors, as guarantors, in accordance with their terms, except to
         the extent that such enforceability may be limited by applicable
         bankruptcy, insolvency, fraudulent conveyance, reorganization,
         moratorium and other similar laws affecting creditors' rights generally
         and by general equitable principles (whether considered in a proceeding
         in equity or at law).

                  (k) Each of the guarantors that, as of the date of the
         Guarantees, is a guarantor of the $150,000,000 of 7-1/2% Senior Notes
         due 2006 issued by Manor Care of America, Inc. is also a Guarantor of
         the Securities. Schedule 3 attached hereto sets forth all the
         Significant Subsidiaries of the Company (as within the meaning of Rule
         1-02 under Regulation S-X promulgated by the SEC) and each such
         Significant Subsidiary is a Guarantor of the Securities. The Guarantees
         have been duly authorized by each of the Guarantors and, when the
         Securities have been duly executed, authenticated, issued and delivered
         as provided in the Indenture and paid for as provided herein (assuming
         due authorization, execution and delivery of the Indenture by the
         Trustee and due authentication of the Securities by the Trustee), will
         constitute valid and legally binding obligations of each of the
         Guarantors, enforceable against the Guarantors in accordance with their
         terms, subject to bankruptcy, insolvency, fraudulent conveyance,
         reorganization, moratorium and other similar laws affecting creditors'
         rights generally and to general equitable principles (whether
         considered in a proceeding in equity or at law).

                  (l) The Exchange Securities have been duly authorized by the
         Company and the related guarantees have been duly authorized by each of
         the Guarantors and, when duly executed, authenticated, issued and
         delivered as provided in the Indenture and the Registration Rights
         Agreement (assuming the Indenture is the valid and legally binding
         obligation of the Trustee) will constitute a valid and legally binding
         obligation of the Company, as issuer, and each of the Guarantors, as
         guarantors, enforceable against the Company, as issuer, and each of the
         Guarantors, as guarantors, in accordance with its terms, except to the
         extent that such enforceability may be limited by applicable
         bankruptcy, insolvency, fraudulent conveyance, reorganization,
         moratorium and other similar laws affecting creditors' rights generally
         and by general equitable principles (whether considered in a proceeding
         in equity or at law).

                  (m) Each of the Indenture and the Registration Rights
         Agreement conforms in all material respects to the description thereof
         contained in the Offering Memorandum.

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                  (n) The execution, delivery and performance by the Company and
         each of the Guarantors of each of the Transaction Documents to which it
         is a party, the issuance, authentication, sale and delivery of the
         Securities and compliance by the Company and each of the Guarantors
         with the terms thereof and the consummation of the transactions
         contemplated by the Transaction Documents will not conflict with or
         result in a breach or violation of any of the terms or provisions of,
         or constitute a default under, or result in the creation or imposition
         of any lien, charge or encumbrance upon any property or assets of the
         Company or any of its subsidiaries pursuant to, any material indenture,
         mortgage, deed of trust, loan agreement or other material agreement or
         instrument to which the Company or any of its subsidiaries is a party
         or by which the Company or any of its subsidiaries is bound or to which
         any of the property or assets of the Company or any of its subsidiaries
         is subject, nor will such actions result in any violation of the
         provisions of the charter or by-laws (or any other comparable
         organizational documents) of the Company or any of its subsidiaries or
         any statute or any judgment, order, decree, rule or regulation of any
         court or arbitrator or governmental agency or body having jurisdiction
         over the Company or any of its subsidiaries or any of their properties
         or assets; and no consent, approval, authorization or order of, or
         filing or registration with, any such court or arbitrator or
         governmental agency or body under any such statute, judgment, order,
         decree, rule or regulation is required for the execution, delivery and
         performance by the Company and each of the Guarantors of each of the
         Transaction Documents to which each is a party, the issuance,
         authentication, sale and delivery of the Securities, the issuance of
         the Guarantees and compliance by the Company and each of the Guarantors
         with the terms thereof and the consummation of the transactions
         contemplated by the Transaction Documents, except for such consents,
         approvals, authorizations, filings, registrations or qualifications
         which shall have been obtained or made prior to the Closing Date and as
         may be required to be obtained or made under the Securities Act and
         applicable state securities laws as provided in the Registration Rights
         Agreement.

                  (o) Ernst & Young LLP are independent certified public
         accountants with respect to the Company and its subsidiaries (i) as
         required by the Securities Act and the rules and regulations of the
         Commission thereunder and (ii) within the meaning of Rule 101 of the
         Code of Professional Conduct of the American Institute of Certified
         Public Accountants ("AICPA") and its interpretations and rulings
         thereunder. The historical financial statements (including the related
         notes) contained in the Offering Memorandum comply as to form in all
         material respects with the requirements applicable to a registration
         statement on Form S-1 under the Securities Act (except that certain
         supporting schedules are omitted); such financial statements have been
         prepared in accordance with generally accepted accounting principles
         consistently applied throughout the periods covered thereby and fairly
         present the financial position of the entities purported to be covered
         thereby at the respective dates indicated and the results of their
         operations and their cash flows for the respective periods indicated;
         and the financial information contained in the Offering Memorandum
         under the headings "Offering Memorandum Summary -- Summary Consolidated
         Financial Data", "Capitalization of the Company", "Selected Historical
         Consolidated Financial Data", and "Management's Discussion and Analysis
         of Financial Condition and Results of Operations" are derived from the
         accounting records of the Company and its subsidiaries and fairly
         present the information purported to be shown thereby. The as adjusted
         financial information contained in the Offering Memorandum has been
         prepared on a basis consistent with the historical financial statements
         contained in the Offering Memorandum (except for the adjustments
         specified therein). The other historical financial and statistical
         information and data included in the Offering Memorandum are, in all
         material respects, accurately presented and prepared on

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         a basis consistent with such financial statements and the books and
         records of the Company.

                  (p) Except as otherwise disclosed in the Offering Memorandum,
         there are no legal or governmental proceedings pending to which the
         Company or any of its subsidiaries is a party or of which any property
         or assets of the Company or any of its subsidiaries is the subject
         which, singularly or in the aggregate, if determined adversely to the
         Company or any of its subsidiaries, could reasonably be expected to
         have a Material Adverse Effect, and to the best knowledge of the
         Company, no such proceedings are threatened or contemplated by
         governmental authorities or threatened by others.

                  (q) No action has been taken and no statute, rule, regulation
         or order has been enacted, adopted or issued by any governmental agency
         or body which prevents the issuance of the Securities or the issuance
         of the Guarantees or suspends the sale of the Securities in any
         jurisdiction; no injunction, restraining order or order of any nature
         by any federal or state court of competent jurisdiction has been issued
         with respect to the Company or any of its subsidiaries which would
         prevent or suspend the issuance or sale of the Securities or the
         issuance of the Guarantees or the use of the Preliminary Offering
         Memorandum or the Offering Memorandum in any jurisdiction; no action,
         suit or proceeding is pending against or, to the best knowledge of the
         Company, threatened against or affecting the Company or any of its
         subsidiaries before any court or arbitrator or any governmental agency,
         body or official, domestic or foreign, which could reasonably be
         expected to interfere with or adversely affect the issuance of the
         Securities or the issuance of the Guarantees or in any manner draw into
         question the validity or enforceability of any of the Transaction
         Documents or any action taken or to be taken pursuant thereto; and the
         Company has complied with any and all requests by any securities
         authority in any jurisdiction for additional information to be included
         in the Preliminary Offering Memorandum and the Offering Memorandum.

                  (r) Neither the Company nor any of its subsidiaries is (i) in
         violation of its charter or by-laws (or other comparable organizational
         documents), (ii) in default, and no event has occurred which, with
         notice or lapse of time or both, would constitute such a default, in
         the due performance or observance of any term, covenant or condition
         contained in any indenture, mortgage, deed of trust, loan agreement or
         other agreement or instrument to which it is a party or by which it is
         bound or to which any of its property or assets is subject, which,
         singularly or in the aggregate, could reasonably be expected to have a
         Material Adverse Effect, or (iii) in violation of any law, ordinance,
         governmental rule, regulation or court decree to which it or its
         property or assets may be subject which, singularly or in the
         aggregate, could reasonably be expected to have a Material Adverse
         Effect.

                  (s) The Company and each of its subsidiaries possess all
         material licenses, certificates, authorizations and permits issued by,
         and have made all declarations and filings with, the appropriate
         federal, state or foreign regulatory agencies or bodies which are
         necessary for the ownership of their respective properties or the
         conduct of their respective businesses as described in the Offering
         Memorandum, except where the failure to possess or make the same would
         not, singularly or in the aggregate, have a Material Adverse Effect,
         and neither the Company nor any of its subsidiaries has received
         notification of any revocation or modification of any such license,
         certificate, authorization or permit or has any reason to believe that
         any such license, certificate, authorization or permit will not be
         renewed in the ordinary course.

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                  (t) The Company and each of its subsidiaries have filed all
         material federal, state, local and foreign income and franchise tax
         returns required to be filed through the date hereof and have paid all
         taxes due and owing thereon, other than those being contested in good
         faith and for which adequate reserves have been provided. No tax
         deficiency has been determined adversely to the Company or any of its
         subsidiaries which has had (nor does the Company or any of its
         subsidiaries have any knowledge of any tax deficiency which, if
         determined adversely to the Company or any of its subsidiaries, could
         reasonably be expected to have) a Material Adverse Effect, except those
         deficiencies for which adequate reserves have been established.

                  (u) Neither the Company nor any of its subsidiaries is an
         "investment company" or a company "controlled by" an investment company
         within the meaning of the Investment Company Act of 1940, as amended
         (the "Investment Company Act"), and the rules and regulations of the
         Commission thereunder.

                  (v) The Company and each of its subsidiaries maintain a system
         of internal accounting controls sufficient to provide reasonable
         assurance that (i) transactions are executed in accordance with
         management's general or specific authorizations; (ii) transactions are
         recorded as necessary to permit preparation of financial statements in
         conformity with generally accepted accounting principles and to
         maintain asset accountability; (iii) access to assets is permitted only
         in accordance with management's general or specific authorization; and
         (iv) the recorded accountability for assets is compared with the
         existing assets at reasonable intervals and appropriate action is taken
         with respect to any differences.

                  (w) The Company and each of its subsidiaries have insurance
         covering their respective properties, operations, personnel and
         businesses, as are consistent with industry practice to protect the
         Company and its subsidiaries and their respective businesses. Neither
         the Company nor any of its subsidiaries has received notice from any
         insurer or agent of such insurer that capital improvements or other
         expenditures are required or necessary to be made in order to continue
         such insurance.

                  (x) The Company and each of its subsidiaries own or possess
         adequate rights to use all material patents, patent applications,
         trademarks, service marks, trade names, trademark registrations,
         service mark registrations, copyrights, licenses and know-how
         (including trade secrets and other unpatented and/or unpatentable
         proprietary or confidential information, systems or procedures)
         presently employed by them in connection with the respective businesses
         now operated by them; and the use of such rights in connection with
         their respective businesses will not conflict in any material respect
         with, and the Company and its subsidiaries have not received any notice
         of any claim of conflict with, any such rights of others, except such
         conflicts which, singularly or in the aggregate, could not reasonably
         be expected to have a Material Adverse Effect.

                  (y) The Company and each of its subsidiaries have good and
         marketable title in fee simple to, or have valid rights to lease or
         otherwise use, all items of real and personal property which are
         material to the business of the Company and its subsidiaries, in each
         case free and clear of all liens, encumbrances, claims and defects and
         imperfections of title except such as do not materially interfere with
         the use made and proposed to be made of such property by the Company
         and its subsidiaries or could not reasonably be expected to have a
         Material Adverse Effect, except with respect to secured debt described
         in the Offering Memorandum.

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                  (z) Except for those that could not reasonably be expected to
         have a Material Adverse Effect, no labor disturbance by or dispute with
         the employees of the Company or any of its subsidiaries exists or, to
         the best knowledge of the Company, is contemplated or threatened.

                  (aa) Except to the extent such events could not reasonably be
         expected to have a Material Adverse Effect, no "prohibited transaction"
         (as defined in Section 406 of the Employee Retirement Income Security
         Act of 1974, as amended, including the regulations and published
         interpretations thereunder ("ERISA"), or Section 4975 of the Internal
         Revenue Code of 1986, as amended from time to time (the "Code")) or
         accumulated funding deficiency" (as defined in Section 302 of ERISA) or
         any of the events set forth in Section 4043(b) of ERISA (other than
         events with respect to which the 30-day notice requirement under
         Section 4043 of ERISA has been waived) has occurred with respect to any
         employee benefit plan of the Company or any of its subsidiaries; each
         such employee benefit plan is in compliance with applicable law,
         including ERISA and the Code; the Company and each of its subsidiaries
         have not incurred and do not expect to incur liability under Title IV
         of ERISA with respect to the termination of, or withdrawal from, any
         pension plan for which the Company or any of its subsidiaries would
         have any liability; and each such pension plan that is intended to be
         qualified under Section 401(a) of the Code is so qualified and nothing
         has occurred, whether by action or by failure to act, which could cause
         the loss of such qualification.

                  (bb) Except as described in the Offering Memorandum, there has
         been no storage, generation, transportation, handling, treatment,
         disposal, discharge, emission or other release of any kind of toxic or
         other wastes or other hazardous substances by, due to or caused by the
         Company or any of its subsidiaries (or, to the best knowledge of the
         Company, any other entity (including any predecessor) for whose acts or
         omissions the Company or any of its subsidiaries is or could reasonably
         be expected to be liable) upon any of the property now or previously
         owned or leased by the Company or any of its subsidiaries, or upon any
         other property, in violation of any statute or any ordinance, rule,
         regulation, order, judgment, decree or permit or which would, under any
         statute or any ordinance, rule (including rule of common law),
         regulation, order, judgment, decree or permit, give rise to any
         liability, except for any violation or liability that could not
         reasonably be expected to have, singularly or in the aggregate with all
         such violations and liabilities, a Material Adverse Effect; and there
         has been no disposal, discharge, emission or other release of any kind
         onto such property or into the environment surrounding such property of
         any toxic or other wastes or other hazardous substances with respect to
         which the Company or any of its subsidiaries has any knowledge, except
         for any such disposal, discharge, emission or other release of any kind
         which could not reasonably be expected to have, singularly or in the
         aggregate with all such discharges and other releases, a Material
         Adverse Effect.

                  (cc) On and immediately after the Closing Date, the Company
         and each of the Guarantors (after giving effect to the issuance of the
         Securities and to the other transactions related thereto as described
         in the Offering Memorandum) will be Solvent. As used in this paragraph,
         the term "Solvent" means, with respect to a particular date, that on
         such date the present fair market value (or present fair saleable
         value) of the assets of the Company or such Guarantor, as the case may
         be, is not less than the total amount required to pay the probable
         liabilities of the Company or such Guarantor on its total existing
         debts and liabilities (including contingent liabilities) as they become
         absolute and matured, the Company or such Guarantor is able to realize
         upon its assets and pay its

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         debts and other liabilities, contingent obligations and commitments as
         they mature and become due in the normal course of business, assuming
         the sale of the Securities as contemplated by this Agreement and the
         Offering Memorandum, the Company or such Guarantor is not incurring
         debts or liabilities beyond its ability to pay as such debts and
         liabilities mature and the Company or such Guarantor is not engaged in
         any business or transaction, and is not about to engage in any business
         or transaction, for which its property would constitute unreasonably
         small capital after giving due consideration to the prevailing practice
         in the industry in which the Company or such Guarantor is engaged. In
         computing the amount of such contingent liabilities at any time, it is
         intended that such liabilities will be computed at the amount that, in
         the light of all the facts and circumstances existing at such time,
         represents the amount that can reasonably be expected to become an
         actual or matured liability.

                  (dd) Except as described in the Offering Memorandum, there are
         no outstanding subscriptions, rights, warrants, calls or options to
         acquire, or instruments convertible into or exchangeable for, or
         agreements or understandings with respect to the sale or issuance of,
         any shares of capital stock of or other equity or other ownership
         interest in the Company or any of its subsidiaries.

                  (ee) Neither the Company nor any of its subsidiaries or agents
         has taken, and none of them will take, any action that might cause this
         Agreement or the issuance and sale of the Securities or the issuance of
         the Guarantees to violate Regulation T, U or X of the Board of
         Governors of the Federal Reserve System.

                  (ff) Neither the Company nor any of its subsidiaries is a
         party to any contract, agreement or understanding with any person that
         would give rise to a valid claim against the Company or the Initial
         Purchasers for a brokerage commission, finder's fee or like payment in
         connection with the offering and sale of the Securities.

                  (gg) The Securities satisfy the eligibility requirements of
         Rule 144A(d)(3) under the Securities Act.

                  (hh) None of the Company, any of its affiliates or any person
         acting on its or their behalf has engaged or will engage in any
         directed selling efforts (as such term is defined in Regulation S under
         the Securities Act ("Regulation S")), and all such persons have
         complied and will comply with the offering restrictions requirement of
         Regulation S to the extent applicable.

                  (ii) Exclusive of the Initial Purchasers, neither the Company
         nor any of its affiliates has, directly or through any agent, sold,
         offered for sale, solicited offers to buy or otherwise negotiated in
         respect of, any security (as such term is defined in the Securities
         Act), which is or will be integrated with the sale of the Securities in
         a manner that would require registration of the Securities under the
         Securities Act.

                  (jj) None of the Company or any of its affiliates or any other
         person acting on its or their behalf has engaged, in connection with
         the offering of the Securities, in any form of general solicitation or
         general advertising within the meaning of Rule 502(c) under the
         Securities Act.

                  (kk) Neither the Company nor any of its affiliates has taken
         and will not take, directly or indirectly, any action prohibited by
         Regulation M under the Exchange Act in connection with the offering of
         the Securities.

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                  (ll) No forward-looking statement (within the meaning of
         Section 27A of the Securities Act and Section 21E of the Exchange Act)
         contained in the Preliminary Offering Memorandum or the Offering
         Memorandum has been made or reaffirmed without a reasonable basis or
         has been disclosed other than in good faith.

                  (mm) Since the date as of which information is given in the
         Offering Memorandum (exclusive of amendments or supplements after the
         date hereof), except as otherwise stated therein, (i) there has been no
         material adverse change or any development involving a prospective
         material adverse change in the condition, financial or otherwise, or in
         the earnings, business affairs, management or business prospects of the
         Company, whether or not arising in the ordinary course of business,
         (ii) none of the Company or any of its subsidiaries has incurred any
         material liability or obligation, direct or contingent, other than in
         the ordinary course of business, (iii) none of the Company or any of
         its subsidiaries has entered into any material transaction other than
         in the ordinary course of business and (iv) there has not been any
         change in the capital stock or long-term debt of the Company or any of
         its subsidiaries, or any dividend or distribution of any kind declared,
         paid or made by the Company or any of its subsidiaries on any class of
         its capital stock, or any redemption in respect thereof.

                  2. Purchase and Resale of the Securities. (a) On the basis of
the representations, warranties and agreements contained herein, and subject to
the terms and conditions set forth herein, the Company agrees to issue and sell
to each of the Initial Purchasers, severally and not jointly, and each of the
Initial Purchasers, severally and not jointly, agrees to purchase from the
Company, the principal amount of Securities set forth opposite the name of such
Initial Purchaser on Schedule 4 hereto at a purchase price equal to 98.75% of
the principal amount thereof. The Company shall not be obligated to deliver any
of the Securities except upon payment for all of the Securities to be purchased
as provided herein.

                  (b) The Initial Purchasers have advised the Company that they
propose to offer the Securities for resale upon the terms and subject to the
conditions set forth herein and in the Offering Memorandum. Each Initial
Purchaser, severally and not jointly, represents, warrants to and agrees with
the Company that (i) it is purchasing the Securities pursuant to an exemption
from registration under the Securities Act, (ii) it has not solicited offers
for, or offered or sold, and will not solicit offers for, or offer or sell, the
Securities by means of any form of general solicitation or general advertising
within the meaning of Rule 502(c) of Regulation D under the Securities Act
("Regulation D") and (iii) it has solicited and will solicit offers for the
Securities only from, and has offered or sold and will offer, sell or deliver
the Securities, as part of their initial offering, only (A) within the United
States to persons whom it reasonably believes to be qualified institutional
buyers ("Qualified Institutional Buyers"), as defined in Rule 144A under the
Securities Act ("Rule 144A"), or if any such person is buying for one or more
institutional accounts for which such person is acting as fiduciary or agent,
only when such person has represented to it that each such account is a
Qualified Institutional Buyer to whom notice has been given that such sale or
delivery is being made in reliance on Rule 144A and (B) outside the United
States to persons other than U.S. persons in reliance on Regulation S under the
Securities Act ("Regulation S").

                  (c) In connection with the offer and sale of Securities in
reliance on Regulation S, each Initial Purchaser, severally and not jointly,
represents, warrants and agrees that:

                                       10
<PAGE>   11
                  (i) such Initial Purchaser is a Qualified Institutional Buyer,
         with such knowledge and experience in financial and business matters as
         are necessary in order to evaluate the merits and risks of an
         investment in the Securities.

                  (ii) the Securities have not been registered under the
         Securities Act and may not be offered or sold within the United States
         or to, or for the account or benefit of, U.S. persons except pursuant
         to an exemption from, or in transactions not subject to, the
         registration requirements of the Securities Act.

                  (iii) such Initial Purchaser has offered and sold the
         Securities, and will offer and sell the Securities, (A) as part of its
         distribution at any time and (B) otherwise until 40 days after the
         later of the commencement of the offering of the Securities and the
         Closing Date, only in accordance with Regulation S or Rule 144A or any
         other available exemption from registration under the Securities Act.

                  (iv) none of such Initial Purchaser or any of its affiliates
         or any other person acting on its or their behalf has engaged or will
         engage in any directed selling efforts (as such term is defined in
         Regulation S) with respect to the Securities or the Guarantees, and all
         such persons have complied and will comply with the offering
         restrictions requirement of Regulation S.

                  (v) at or prior to the confirmation of sale of any Securities
         sold in reliance on Regulation S, it will have sent to each
         distributor, dealer or other person receiving a selling concession, fee
         or other remuneration that purchases Securities from it during the
         restricted period a confirmation or notice to substantially the
         following effect:

                           "The Securities covered hereby have not been
                           registered under the U.S. Securities Act of 1933, as
                           amended (the "Securities Act"), and may not be
                           offered or sold within the United States or to, or
                           for the account or benefit of U.S. persons (i) as
                           part of their distribution at any time or (ii)
                           otherwise until 40 days after the later of the
                           commencement of the offering of the Securities and
                           the date of original issuance of the Securities,
                           except in accordance with Regulation S or Rule 144A
                           or any other available exemption from registration
                           under the Securities Act. Terms used above have the
                           meanings given to them by Regulation S."

                  (vi) it has not and will not enter into any contractual
         arrangement with any distributor with respect to the distribution of
         the Securities, except with its affiliates or with the prior written
         consent of the Company.

Terms used in this Section 2(c) have the meanings given to them by Regulation S.

                  (d) Each Initial Purchaser, severally and not jointly,
represents, warrants and agrees that (i) it has not offered or sold and prior to
the date six months after the Closing Date will not offer or sell any Securities
to persons in the United Kingdom except to persons whose ordinary activities
involve them in acquiring, holding, managing or disposing of investments (as
principal or agent) for the purposes of their businesses or otherwise in
circumstances which have not resulted and will not result in an offer to the
public in the United Kingdom within the meaning of the Public Offers of
Securities Regulations 1995; (ii) it has complied and will comply with all
applicable provisions of the Financial Services Act 1986 and the Public Offers
of Securities Regulations 1995 with respect to anything done by it in relation
to the Securities in, from or otherwise involving the United Kingdom; and (iii)
it has only issued or passed on and

                                       11
<PAGE>   12
will only issue or pass on in the United Kingdom any document received by it in
connection with the issue of the Securities to a person who is of a kind
described in Article 11(3) of the Financial Services Act 1986 (Investment
Advertisements) (Exemptions) Order 1996 or is a person to whom such document may
otherwise lawfully be issued or passed on.

                  (e) Each Initial Purchaser, severally and not jointly, agrees
that, prior to or simultaneously with the confirmation of sale by such Initial
Purchaser to any purchaser of any of the Securities purchased by such Initial
Purchaser from the Company pursuant hereto, such Initial Purchaser shall furnish
to that purchaser a copy of the Offering Memorandum (and any amendment or
supplement thereto that the Company shall have furnished to such Initial
Purchaser prior to the date of such confirmation of sale where required by
applicable law). In addition to the foregoing, each Initial Purchaser
acknowledges and agrees that the Company and, for purposes of the opinions to be
delivered to the Initial Purchasers pursuant to Section 5(d), (e) and (g),
counsel for the Company and for the Initial Purchasers, respectively, may rely
upon the accuracy of the representations and warranties of the Initial
Purchasers and their compliance with their agreements contained in this Section
2, and each Initial Purchaser hereby consents to such reliance.

                  (f) The Company acknowledges and agrees that the Initial
Purchasers may sell Securities to any affiliate of an Initial Purchaser and that
any such affiliate may sell Securities purchased by it to an Initial Purchaser.

                  3. Delivery of and Payment for the Securities. (a) Delivery of
and payment for the Securities shall be made at the offices of Simpson Thacher &
Bartlett, New York, New York, or at such other place as shall be agreed upon by
the Initial Purchasers and the Company, at 10:00 A.M., New York City time, on
March 8, 2001, or at such other time or date, not later than seven full business
days thereafter, as shall be agreed upon by the Initial Purchasers and the
Company (such date and time of payment and delivery being referred to herein as
the "Closing Date").

                  (b) On the Closing Date, payment of the purchase price for the
Securities shall be made to the Company by wire or book-entry transfer of
same-day funds to such account or accounts as the Company shall specify prior to
the Closing Date or by such other means as the parties hereto shall agree prior
to the Closing Date against delivery to the Initial Purchasers of the
certificates evidencing the Securities. Time shall be of the essence, and
delivery at the time and place specified pursuant to this Agreement is a further
condition of the obligations of the Initial Purchasers hereunder. Upon delivery,
the Securities shall be in global form, registered in such names and in such
denominations as JPMorgan on behalf of the Initial Purchasers shall have
requested in writing not less than two full business days prior to the Closing
Date. The Company agrees to make one or more global certificates evidencing the
Securities available for inspection by JPMorgan on behalf of the Initial
Purchasers in New York, New York at least 24 hours prior to the Closing Date.

                  4. Further Agreements of the Company and each of the
Guarantors. Each of the Company and each of the Guarantors agrees with each of
the several Initial Purchasers:

                  (a) during the period referred to in Section 4(d), to advise
         the Initial Purchasers promptly and, if requested, confirm such advice
         in writing, of the happening of any event which makes any statement of
         a material fact made in the Offering Memorandum untrue or which
         requires the making of any additions to or changes in the Offering
         Memorandum (as amended or supplemented from time to time) in order to
         make the

                                       12
<PAGE>   13
         statements therein, in the light of the circumstances under which they
         were made, not misleading; to advise the Initial Purchasers promptly of
         any order preventing or suspending the use of the Preliminary Offering
         Memorandum or the Offering Memorandum, of any suspension of the
         qualification of the Securities for offering or sale in any
         jurisdiction and of the initiation or threatening of any proceeding for
         any such purpose; and to use its reasonable best efforts to prevent the
         issuance of any such order preventing or suspending the use of the
         Preliminary Offering Memorandum or the Offering Memorandum or
         suspending any such qualification and, if any such suspension is
         issued, to obtain the lifting thereof at the earliest possible time;

                  (b) to furnish promptly to each of the Initial Purchasers and
         counsel for the Initial Purchasers, without charge, as many copies of
         the Preliminary Offering Memorandum and the Offering Memorandum (and
         any amendments or supplements thereto) as may be reasonably requested;

                  (c) prior to making any amendment or supplement to the
         Offering Memorandum, to furnish a copy thereof to each of the Initial
         Purchasers and counsel for the Initial Purchasers and not to effect any
         such amendment or supplement to which the Initial Purchasers shall
         reasonably object by notice to the Company after a reasonable period to
         review;

                  (d) if, at any time prior to completion of the resale of the
         Securities by the Initial Purchasers, any event shall occur or
         condition exist as a result of which it is necessary, in the opinion of
         counsel for the Initial Purchasers or counsel for the Company, to amend
         or supplement the Offering Memorandum in order that the Offering
         Memorandum will not include an untrue statement of a material fact or
         omit to state a material fact necessary in order to make the statements
         therein, in the light of the circumstances existing at the time it is
         delivered to a purchaser, not misleading, or if it is necessary to
         amend or supplement the Offering Memorandum to comply with applicable
         law, to promptly prepare such amendment or supplement as may be
         necessary to correct such untrue statement or omission or so that the
         Offering Memorandum, as so amended or supplemented, will comply with
         applicable law;

                  (e) for so long as the Securities are outstanding and are
         "restricted securities" within the meaning of Rule 144(a)(3) under the
         Securities Act, to furnish to holders of the Securities and prospective
         purchasers of the Securities designated by such holders, upon request
         of such holders or such prospective purchasers, the information
         required to be delivered pursuant to Rule 144A(d)(4) under the
         Securities Act, unless the Company is then subject to and in compliance
         with Section 13 or 15(d) of the Exchange Act (the foregoing agreement
         being for the benefit of the holders from time to time of the
         Securities and prospective purchasers of the Securities designated by
         such holders);

                  (f) for so long as the Securities are outstanding, upon the
         request of an Initial Purchaser, to furnish to the Initial Purchasers
         copies of any annual reports, quarterly reports and current reports
         filed by the Company with the Commission on Forms 10-K, 10-Q and 8-K,
         or such other similar forms as may be designated by the Commission, and
         such other documents, reports and information as shall be furnished by
         the Company to the Trustee or to the holders of the Securities pursuant
         to the Indenture or the Exchange Act or any rule or regulation of the
         Commission thereunder;

                                       13
<PAGE>   14
                  (g) to promptly take from time to time such actions as the
         Initial Purchasers may reasonably request to qualify the Securities for
         offering and sale under the securities or Blue Sky laws of such
         jurisdictions as the Initial Purchasers may designate and to continue
         such qualifications in effect for so long as required for the resale of
         the Securities; and to arrange for the determination of the eligibility
         for investment of the Securities under the laws of such jurisdictions
         as the Initial Purchasers may reasonably request; provided that the
         Company and its subsidiaries shall not be obligated to qualify as
         foreign corporations or limited liability companies in any jurisdiction
         in which they are not so qualified or to file a general consent to
         service of process in any jurisdiction;

                  (h) to assist the Initial Purchasers in arranging for the
         Securities to be designated Private Offerings, Resales and Trading
         through Automated Linkages ("PORTAL") Market securities in accordance
         with the rules and regulations adopted by the National Association of
         Securities Dealers, Inc. ("NASD") relating to trading in the PORTAL
         Market and for the Securities to be eligible for clearance and
         settlement through The Depository Trust Company ("DTC");

                  (i) not to, and to cause its affiliates not to, sell, offer
         for sale or solicit offers to buy or otherwise negotiate in respect of
         any security (as such term is defined in the Securities Act) which
         could be integrated with the sale of the Securities in a manner which
         would require registration of the Securities under the Securities Act;

                  (j) except following the effectiveness of the Exchange Offer
         Registration Statement or the Shelf Registration Statement, as the case
         may be, not to, and to cause its affiliates not to, and not to
         authorize or knowingly permit any person acting on their behalf to,
         solicit any offer to buy or offer to sell the Securities by means of
         any form of general solicitation or general advertising within the
         meaning of Regulation D or in any manner involving a public offering
         within the meaning of Section 4(2) of the Securities Act; and not to
         offer, sell, contract to sell or otherwise dispose of, directly or
         indirectly, any securities under circumstances where such offer, sale,
         contract or disposition would cause the exemption afforded by Section
         4(2) of the Securities Act to cease to be applicable to the offering
         and sale of the Securities as contemplated by this Agreement and the
         Offering Memorandum;

                  (k) for a period of 90 days from the date of the Offering
         Memorandum, not to offer for sale, sell, contract to sell or otherwise
         dispose of, directly or indirectly, or file a registration statement
         for, or announce any offer, sale, contract for sale of or other
         disposition of any debt securities issued or guaranteed by the Company
         or any of its subsidiaries (other than the Securities) without the
         prior written consent of the Initial Purchasers;

                  (l) during the period from the Closing Date until two years
         after the Closing Date, without the prior written consent of the
         Initial Purchasers, not to, and not permit any of its affiliates (as
         defined in Rule 144 under the Securities Act) to, resell any of the
         Securities that have been reacquired by them, except for Securities
         purchased by the Company or any of its affiliates and resold in a
         transaction registered under the Securities Act;

                  (m) in connection with the offering of the Securities, until
         JPMorgan on behalf of the Initial Purchasers shall have notified the
         Company of the completion of the resale of the Securities, not to, and
         to cause its affiliated purchasers (as defined in Regulation M

                                       14
<PAGE>   15
         under the Exchange Act) not to, either alone or with one or more other
         persons, bid for or purchase, for any account in which it or any of its
         affiliated purchasers has a beneficial interest, any Securities, or
         attempt to induce any person to purchase any Securities; and not to,
         and to cause its affiliated purchasers not to, make bids or purchase
         for the purpose of creating actual, or apparent active trading in or of
         raising the price of the Securities;

                  (n) in connection with the offering of the Securities, to make
         its officers, employees, independent accountants and legal counsel
         reasonably available upon request by the Initial Purchasers;

                  (o) to furnish to each of the Initial Purchasers on the date
         hereof a copy of the independent accountants' report included in the
         Offering Memorandum signed by the accountants rendering such report;

                  (p) to do and perform all things required to be done and
         performed by it under this Agreement that are within its reasonable
         control prior to or after the Closing Date, and to use its reasonable
         best efforts to satisfy all conditions precedent on its part to the
         delivery of the Securities;

                  (q) to not take any action prior to the execution and delivery
         of the Indenture which, if taken after such execution and delivery,
         would have violated any of the covenants contained in the Indenture;

                  (r) to not take any action prior to the Closing Date which
         would require the Offering Memorandum to be amended or supplemented
         pursuant to Section 4(d);

                  (s) prior to the Closing Date, not to issue any press release
         or other communication directly or indirectly or hold any press
         conference with respect to the Company, its condition, financial or
         otherwise, or earnings, business affairs or business prospects (except
         for routine oral marketing communications in the ordinary course of
         business and consistent with the past practices of the Company and of
         which the Initial Purchasers are notified), without the prior written
         consent of the Initial Purchasers, unless in the judgment of the
         Company and its counsel, and after notification to the Initial
         Purchasers, such press release or communication is required by law; and

                  (t) to apply the net proceeds from the sale of the Securities
         as set forth in the Offering Memorandum under the heading "Use of
         Proceeds".

                  5. Conditions of Initial Purchasers' Obligations. The
respective obligations of the several Initial Purchasers hereunder are subject
to the accuracy, on and as of the date hereof and the Closing Date, of the
representations and warranties of the Company and the Guarantors contained
herein, to the accuracy of the statements of the Company, the Guarantors and
each of their respective officers made in any certificates delivered pursuant
hereto, to the performance by the Company and the Guarantors of their
obligations hereunder, and to each of the following additional terms and
conditions:

                  (a) The Offering Memorandum (and any amendments or supplements
         thereto) shall have been printed and copies distributed to the Initial
         Purchasers as promptly as practicable on or following the date of this
         Agreement or at such other date and time as to which the Initial
         Purchasers may agree; and no stop order suspending the sale of the
         Securities in any jurisdiction shall have been issued and no
         proceedings for the purpose shall have been commenced or shall be
         pending or threatened.

                                       15
<PAGE>   16
                  (b) None of the Initial Purchasers shall have discovered and
         disclosed to the Company on or prior to the Closing Date that the
         Offering Memorandum or any amendment or supplement thereto contains an
         untrue statement of a fact which, in the opinion of counsel for the
         Initial Purchasers, is material or omits to state any fact which, in
         the opinion of such counsel is material and is required to be stated
         therein or is necessary to make the statements therein not misleading.

                  (c) All corporate or limited liability company proceedings and
         other legal matters incident to the authorization, form and validity of
         each of the Transaction Documents and the Offering Memorandum, and all
         other legal matters relating to the Transaction Documents and the
         transactions contemplated thereby, shall be satisfactory in all
         material respects to the Initial Purchasers, and the Company and each
         of the Guarantors shall have furnished to the Initial Purchasers all
         documents and information that they or their counsel may reasonably
         request to enable them to pass upon such matters.

                  (d) Latham & Watkins shall have furnished to the Initial
         Purchasers their written opinion, as special counsel to the Company and
         certain of the Guarantors, addressed to the Initial Purchasers and
         dated the Closing Date, in form and substance reasonably satisfactory
         to the Initial Purchasers, substantially in the form set forth in Annex
         B-1 hereto.

                  (e) R. Jeffrey Bixler, General Counsel of the Company, shall
         have furnished to the Initial Purchasers his written opinion, addressed
         to the Initial Purchasers and dated the Closing Date, in form and
         substance reasonably satisfactory to the Initial Purchasers,
         substantially in the form set forth in Annex B-2 hereto.

                  (f) Reed Smith LLP, special regulatory counsel for the
         Company, shall have furnished to the Initial Purchasers their written
         opinion, addressed to the Initial Purchasers and dated the Closing
         Date, in form and substance reasonably satisfactory to the Initial
         Purchasers, substantially in the form set forth in Annex B-3 hereto.

                  (g) The Initial Purchasers shall have received from Simpson
         Thacher & Bartlett, counsel for the Initial Purchasers, such opinion or
         opinions, dated the Closing Date, with respect to such matters as the
         Initial Purchasers may reasonably require, and the Company shall have
         furnished to such counsel such documents and information as they
         request for the purpose of enabling them to pass upon such matters.

                  (h) Epstein Becker & Green, P.C., special regulatory counsel
         for the Initial Purchasers, shall have furnished to the Initial
         Purchasers their written opinion, addressed to the Initial Purchasers
         and dated the Closing Date, in form and substance reasonably
         satisfactory to the Initial Purchasers.

                  (i) The Company shall have furnished to the Initial Purchasers
         a letter (the "Initial Letter") of Ernst & Young LLP, addressed to the
         Initial Purchasers and dated the date hereof, in form and substance
         satisfactory to the Initial Purchasers.

                  (j) The Company shall have furnished to the Initial Purchasers
         a letter (the "Bring-Down Letter") of Ernst & Young LLP, addressed to
         the Initial Purchasers and dated the Closing Date (A) confirming that
         they are independent public accountants with respect to the Company and
         its subsidiaries within the meaning of Rule 101 of the Code of
         Professional Conduct of the AICPA and its interpretations and rulings
         thereunder, (B) stating, as of the date of the Bring-Down Letter (or,
         with respect to matters involving

                                       16
<PAGE>   17
         changes or developments since the respective dates as of which
         specified financial information is given in the Offering Memorandum, as
         of a date not more than three business days prior to the date of the
         Bring-Down Letter), that the conclusions and findings of such
         accountants with respect to the financial information and other matters
         covered by the Initial Letter are accurate and (C) confirming in all
         material respects the conclusions and findings set forth in the Initial
         Letter.

                  (k) The Company shall have furnished to the Initial Purchasers
         a certificate, dated the Closing Date, of its chief executive officer
         or its chief financial officer stating that (A) such officers have
         carefully examined the Offering Memorandum, (B) in their opinion, the
         Offering Memorandum, as of its date, did not include any untrue
         statement of a material fact and did not omit to state 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 since the date of the Offering
         Memorandum, no event has occurred which should have been set forth in a
         supplement or amendment to the Offering Memorandum so that the Offering
         Memorandum (as so amended or supplemented) would not include any untrue
         statement of a material fact and would not omit to state 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 (C) as of the Closing Date, the
         representations and warranties of the Company and the each of the
         Guarantors, as applicable, in this Agreement are true and correct in
         all material respects, the Company and the each of the Guarantors, as
         applicable, have complied with all agreements and satisfied all
         conditions on its part to be performed or satisfied hereunder on or
         prior to the Closing Date, and subsequent to the date of the most
         recent financial statements contained in the Offering Memorandum
         (exclusive of amendments or supplements after the date hereof), there
         has been no material adverse change in the financial position or
         results of operation of the Company or any of its subsidiaries, or any
         change, or any development including a prospective change, in or
         affecting the condition (financial or otherwise), results of
         operations, business or prospects of the Company and its subsidiaries
         taken as a whole, except as set forth in the Offering Memorandum
         (exclusive of amendments or supplements after the date hereof).

                  (l) The Initial Purchasers shall have received a counterpart
         of the Registration Rights Agreement that shall have been executed and
         delivered by a duly authorized officer or agent of the Company and of
         each of the Guarantors.

                  (m) The Indenture shall have been duly executed and delivered
         by the Company, each of the Guarantors and the Trustee, and the
         Securities shall have been duly executed and delivered by the Company
         and duly authenticated by the Trustee.

                  (n) The Securities shall have been approved by the NASD for
         trading in the PORTAL Market.

                  (o) If any event shall have occurred that requires the Company
         under Section 4(d) to prepare an amendment or supplement to the
         Offering Memorandum, such amendment or supplement shall have been
         prepared, the Initial Purchasers shall have been given a reasonable
         opportunity to comment thereon, and copies thereof shall have been
         delivered to the Initial Purchasers reasonably in advance of the
         Closing Date.

                                       17
<PAGE>   18
                  (p) There shall not have occurred any invalidation of Rule
         144A under the Securities Act by any court or any withdrawal or
         proposed withdrawal of any rule or regulation under the Securities Act
         or the Exchange Act by the Commission or any amendment or proposed
         amendment thereof by the Commission which in the judgment of the
         Initial Purchasers would materially impair the ability of the Initial
         Purchasers to purchase, hold or effect resales of the Securities
         contemplated hereby.

                  (q) Subsequent to the execution and delivery of this Agreement
         or, if earlier, the dates as of which information is given in the
         Offering Memorandum (exclusive of any amendment or supplement thereto),
         there shall not have been any change in the capital stock or long-term
         debt or any change, or any development involving a prospective change,
         in or affecting the condition (financial or otherwise), results of
         operations, business or prospects of the Company and its subsidiaries
         taken as a whole, the effect of which, in any such case described
         above, is, in the judgment of the Initial Purchasers, so material and
         adverse as to make it impracticable or inadvisable to proceed with the
         sale or delivery of the Securities on the terms and in the manner
         contemplated by this Agreement and the Offering Memorandum (exclusive
         of any amendment or supplement thereto).

                  (r) No action shall have been taken and no statute, rule,
         regulation or order shall have been enacted, adopted or issued by any
         governmental agency or body which would, as of the Closing Date,
         prevent the issuance or sale of the Securities or the issuance of the
         Guarantees; and no injunction, restraining order or order of any other
         nature by any federal or state court of competent jurisdiction shall
         have been issued as of the Closing Date which would prevent the
         issuance or sale of the Securities or the issuance of the Guarantees.

                  (s) Subsequent to the execution and delivery of this Agreement
         no downgrading shall have occurred in the rating accorded the
         Securities or any of the Company's other debt securities by a
         "nationally recognized statistical rating organization", as such term
         is defined by the Commission for purposes of Rule 436(g)(2) of the
         rules and regulations of the Commission under the Securities Act and no
         such organization shall have publicly announced that it has under
         surveillance or review (other than an announcement with positive
         implications of a possible upgrading), its rating of the Securities or
         any of the Company's other debt securities.

                  (t) Subsequent to the execution and delivery of this Agreement
         there shall not have occurred any of the following: trading in
         securities generally on the New York Stock Exchange, the American Stock
         Exchange or the over-the-counter market shall have been suspended or
         limited, or minimum prices shall have been established on any such
         exchange or market by the Commission, by any such exchange or by any
         other regulatory body or governmental authority having jurisdiction, or
         trading in any securities of the Company on any exchange or in the
         over-the-counter market shall have been suspended or any moratorium on
         commercial banking activities shall have been declared by federal or
         New York state authorities or an outbreak or escalation of hostilities
         or a declaration by the United States of a national emergency or war or
         a material adverse change in general economic, political or financial
         conditions (or the effect of international conditions on the financial
         markets in the United States shall be such) the effect of which, in the
         case of this clause (iv), is, in the judgment of the Initial
         Purchasers, so material and adverse as to make it impracticable or
         inadvisable to proceed with the sale or the delivery

                                       18
<PAGE>   19
         of the Securities on the terms and in the manner contemplated by this
         Agreement and in the Offering Memorandum (exclusive of any amendment or
         supplement thereto).

                  All opinions, letters, evidence and certificates mentioned
above or elsewhere in this Agreement shall be deemed to be in compliance with
the provisions hereof only if they are in form and substance reasonably
satisfactory to Simpson Thacher & Bartlett.

                  6. Termination. The obligations of the Initial Purchasers
hereunder may be terminated by the Initial Purchasers, in their absolute
discretion, by notice given to and received by the Company prior to delivery of
and payment for the Securities if, prior to that time, any of the events
described in Section 5(p), (q), (r), (s) or (t) shall have occurred and be
continuing.

                  7. Defaulting Initial Purchasers. (a) If, on the Closing Date,
any Initial Purchaser defaults in the performance of its obligations under this
Agreement, the non-defaulting Initial Purchasers may make arrangements for the
purchase of the Securities which such defaulting Initial Purchaser agreed but
failed to purchase by other persons satisfactory to the Company and the
non-defaulting Initial Purchasers, but if no such arrangements are made within
36 hours after such default, this Agreement shall terminate without liability on
the part of the non-defaulting Initial Purchasers, the Company, or the
Guarantors, except that the Company and the Guarantors will continue to be
liable for the payment of expenses to the extent set forth in Sections 8 and 12
and except that the provisions of Sections 9 and 10 shall not terminate and
shall remain in effect. As used in this Agreement, the term "Initial Purchasers"
includes, for all purposes of this Agreement unless the context otherwise
requires, any party not listed in Schedule 4 hereto that, pursuant to this
Section 7, purchases Securities which a defaulting Initial Purchaser agreed but
failed to purchase.

                  (b) Nothing contained herein shall relieve a defaulting
Initial Purchaser of any liability it may have to the Company, the Guarantors or
any non-defaulting Initial Purchaser for damages caused by its default. If other
persons are obligated or agree to purchase the Securities of a defaulting
Initial Purchaser, any of the non-defaulting Initial Purchasers or the Company
may postpone the Closing Date for up to seven full business days in order to
effect any changes that in the opinion of counsel for the Company or counsel for
the Initial Purchasers may be necessary in the Offering Memorandum or in any
other document or arrangement, and the Company agrees to promptly prepare any
amendment or supplement to the Offering Memorandum that effects any such
changes.

                                       19
<PAGE>   20
                  8. Reimbursement of Initial Purchasers' Expenses. If (a) this
Agreement shall have been terminated due to the failure to comply with any of
subsection of Section 5 (other than due to the events described in Section 5(p),
(r) or (t), in which case each party will be responsible for its own expenses)
or pursuant to Section 6, (b) the Company shall fail to tender the Securities
for delivery to the Initial Purchasers for any reason permitted under this
Agreement or (c) the Initial Purchasers shall decline to purchase the Securities
for any reason permitted under this Agreement, the Company and the each of the
Guarantors shall reimburse the Initial Purchasers for such out-of-pocket
expenses (including reasonable fees and disbursements of counsel) as shall have
been reasonably incurred by the Initial Purchasers in connection with this
Agreement and the proposed purchase and resale of the Securities. If this
Agreement is terminated pursuant to Section 7 by reason of the default of one or
more of the Initial Purchasers, neither the Company nor the Guarantors shall be
obligated to reimburse any defaulting Initial Purchaser on account of such
expenses.

                  9. Indemnification. (a) The Company and each of the Guarantors
shall jointly and severally indemnify and hold harmless each Initial Purchaser,
its affiliates, their respective officers, directors, employees, representatives
and agents, and each person, if any, who controls any Initial Purchaser within
the meaning of the Securities Act or the Exchange Act (collectively referred to
for purposes of this Section 9(a) and Section 10 as an Initial Purchaser), 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 the Securities),
to which that Initial Purchaser 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
the Preliminary Offering Memorandum or the Offering Memorandum or in any
amendment or supplement thereto or in any information provided by the Company or
any Guarantor pursuant to Section 4(e) 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 Initial Purchaser
promptly upon demand for any legal or other expenses reasonably incurred by that
Initial Purchaser 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 each of 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 Initial Purchasers'
Information; and provided, further, that with respect to any such untrue
statement in or omission from the Preliminary Offering Memorandum, the indemnity
agreement contained in this Section 9(a) shall not inure to the benefit of any
such Initial Purchaser to the extent that the sale to the person asserting any
such loss, claim, damage, liability or action was an initial resale by such
Initial Purchaser and any such loss, claim, damage, liability or action of or
with respect to such Initial Purchaser results from the fact that both (A) to
the extent required by applicable law, a copy of the Offering Memorandum 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 Preliminary Offering Memorandum was corrected in the Offering
Memorandum unless, in either case, such failure to deliver the Offering
Memorandum was a result of non-compliance by the Company with Section 4(b).

                                       20
<PAGE>   21
                  (b) Each Initial Purchaser, severally and not jointly, 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 within the meaning of
the Securities Act or the Exchange Act (collectively referred to for purposes of
this Section 9(b) and Section 10 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 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 the Preliminary
Offering Memorandum or the Offering Memorandum 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 Initial Purchasers' Information provided by such
Initial Purchaser, 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.

                  (c) Promptly after receipt by an indemnified party under this
Section 9 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 9(a) or 9(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 9 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 9. 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 9 for any legal or other expenses
subsequently incurred by the indemnified party in connection with the defense
thereof other than 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)
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

                                       21
<PAGE>   22
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 9(a) and 9(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. 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 includes an
unconditional release of such indemnified party from all liability on claims
that are the subject matter of such proceedings.

                  The obligations of the Company, each of the Guarantors and the
Initial Purchasers in this Section 9 and in Section 10 are in addition to any
other liability that the Company, each of the Guarantors or the Initial
Purchasers, as the case may be, may otherwise have, including in respect of any
breaches of representations, warranties and agreements made herein by any such
party.

                  10. Contribution. If the indemnification provided for in
Section 9 is unavailable or insufficient to hold harmless an indemnified party
under Section 9(a) or 9(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 each of the Guarantors
on the one hand and the Initial Purchasers on the other from the offering of the
Securities 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 the Initial
Purchasers 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 the each of the Guarantors on the one hand and the
Initial Purchasers on the other with respect to such offering shall be deemed to
be in the same proportion as the total net proceeds from the offering of the
Securities purchased under this Agreement (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 the Initial Purchasers with
respect to the Securities purchased under this Agreement, on the other, bear to
the total gross proceeds from the sale of the Securities under this Agreement.
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 Initial Purchasers' Information 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
omissions. The Company, each of the Guarantors and the Initial Purchasers agree
that it would not be just and equitable if contributions pursuant to this
Section 10 were to be determined by pro rata allocation (even if the Initial
Purchasers were

                                       22
<PAGE>   23
treated as one entity for such purpose) 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 10 shall be deemed to include, for purposes of this Section 10, 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 10, no Initial
Purchaser shall be required to contribute any amount in excess of the amount by
which the total discounts and commissions received by such Initial Purchaser
with respect to the Securities purchased by it under this Agreement exceeds the
amount of any damages which such Initial Purchaser 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. The Initial Purchasers' obligations to contribute as provided
in this Section 10 are several in proportion to their respective purchase
obligations and not joint.

                  11. Persons Entitled to Benefit of Agreement. This Agreement
shall inure to the benefit of and be binding upon the Initial Purchasers, the
Company, each of the Guarantors and their respective successors. This Agreement
and the terms and provisions hereof are for the sole benefit of only those
persons, except as provided in Sections 9 and 10 with respect to affiliates,
officers, directors, employees, representatives, agents and controlling persons
of the Company, each of the Guarantors and the Initial Purchasers and in Section
4(e) with respect to holders and prospective purchasers of the Securities.
Nothing in this Agreement is intended or shall be construed to give any person,
other than the persons referred to in this Section 11, any legal or equitable
right, remedy or claim under or in respect of this Agreement or any provision
contained herein.

                  12. Expenses. The Company and each of the Guarantors agrees
with the Initial Purchasers to pay (a) the costs incident to the authorization,
issuance, sale, preparation and delivery of the Securities and any taxes payable
in that connection; (b) the costs incident to the preparation, printing and
distribution of the Preliminary Offering Memorandum, the Offering Memorandum and
any amendments or supplements thereto; (c) the costs of reproducing and
distributing each of the Transaction Documents; (d) the costs incident to the
preparation, printing and delivery of the certificates evidencing the
Securities, including stamp duties and transfer taxes, if any, payable upon
issuance of the Securities; (e) the fees and expenses of the Company's counsel
and independent accountants; (f) the fees and expenses of qualifying the
Securities under the securities laws of the several jurisdictions as provided in
Section 4(g) and of preparing, printing and distributing Blue Sky Memoranda
(including related fees and expenses of counsel for the Initial Purchasers); (g)
any fees charged by rating agencies for rating the Securities; (h) the fees and
expenses of the Trustee and any paying agent (including related fees and
expenses of any counsel to such parties); (i) all expenses and application fees
incurred in connection with the application for the inclusion of the Securities
on the PORTAL Market and the approval of the Securities for book-entry transfer
by DTC; and (j) all other costs and expenses incident to the performance of the
obligations of the Company and the Guarantors under this Agreement which are not
otherwise specifically provided for in this Section 12; provided, however, that
except as provided in this Section 12 and Section 8, the Initial Purchasers
shall pay their own costs and expenses, including the fees and disbursements of
their counsel and any advertising expenses (other than with respect to any
roadshow presentation) connected with any offers they may make.

                                       23
<PAGE>   24
                  13. Survival. The respective indemnities, rights of
contribution, representations, warranties and agreements of the Company, each of
the Guarantors and the Initial Purchasers contained in this Agreement or made by
or on behalf of the Company, each of the Guarantors or the Initial Purchasers
pursuant to this Agreement or any certificate delivered pursuant hereto shall
survive the delivery of and payment for the Securities and shall remain in full
force and effect, regardless of any termination or cancellation of this
Agreement or any investigation made by or on behalf of any of them or any of
their respective affiliates, officers, directors, employees, representatives,
agents or controlling persons.

                  14. Notices, etc. All statements, requests, notices and
agreements hereunder shall be in writing, and:

                  (a) if to the Initial Purchasers, shall be delivered or sent
         by mail or telecopy transmission to JPMorgan, a division of Chase
         Securities Inc., 270 Park Avenue, New York, New York 10017, Attention:
         Legal Department (telecopier no.: (212) 270-7487); or

                  (b) if to the Company or the Guarantors, shall be delivered or
         sent by mail or telecopy transmission to the address of the Company set
         forth in the Offering Memorandum, Attention: R. Jeffrey Bixler
         (telecopier no.: (419) 252-5599).

Any such statements, requests, notices or agreements shall take effect at the
time of receipt thereof. The Company shall be entitled to act and rely upon any
request, consent, notice or agreement given or made on behalf of the Initial
Purchasers by JPMorgan.

                  15. 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.

                  16. Initial Purchasers' Information. The parties hereto
acknowledge and agree that, for all purposes of this Agreement, the Initial
Purchasers' Information consists solely of the following information in the
Preliminary Offering Memorandum and the Offering Memorandum: (i) the last
paragraph on the front cover page concerning the terms of the offering by the
Initial Purchasers; and (ii) the statements concerning the Initial Purchasers
contained in the third, fifth, eleventh, twelfth and thirteenth paragraphs under
the heading "Plan of Distribution".

                  17. Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

                  18. Counterparts. This Agreement may be executed in one or
more counterparts (which may include counterparts delivered by telecopier) and,
if executed in more than one counterpart, the executed agreement, counterparts
shall each be deemed to be an original, but all such counterparts shall together
constitute one and the same instrument.

                  19. Amendments. No amendment or waiver of any provision of
this Agreement, nor any consent or approval to any departure therefrom, shall in
any event be effective unless the same shall be in writing and signed by the
parties hereto.

                  20. Headings. The headings herein are inserted for convenience
of reference only and are not intended to be part of, or to affect the meaning
or interpretation of, this Agreement.

                                       24
<PAGE>   25
                  If the foregoing is in accordance with your understanding of
our agreement, kindly sign and return to us a counterpart hereof, whereupon this
instrument will become a binding agreement between the Company, the Guarantors
and the several Initial Purchasers in accordance with its terms.

                                        Very truly yours,

                                        MANOR CARE, INC.

                                        By:      /s/ Geoffrey G. Meyers
                                            -------------------------------
                                            Name:   Geoffrey G. Meyers
                                            Title:  Executive Vice President and
                                                    Chief Financial Officer





                     [SIGNATURE PAGE TO PURCHASE AGREEMENT]
<PAGE>   26
                                    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.

                                    ARCHIVE ACQUISITION, INC.

                                    ARCHIVE RETRIEVAL SYSTEMS, 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.


                     [SIGNATURE PAGE TO PURCHASE AGREEMENT]
<PAGE>   27
                                    FOUR SEASONS NURSING CENTERS, INC.

                                    GEORGIAN BLOOMFIELD, INC.

                                    GREENVIEW MANOR, INC.

                                    HCR ACQUISITION CORPORATION

                                    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

                                    HEALTHCARE CONSTRUCTION CORP.

                                    HEARTLAND CAREPARTNERS, INC.

                                    HEARTLAND EMPLOYMENT SERVICES, INC.

                                    HEARTLAND HOME CARE, INC.

                                    HEARTLAND HOME HEALTH CARE SERVICES, INC.

                                    HEARTLAND HOSPICE SERVICES, INC.

                                    HEARTLAND MANAGEMENT SERVICES, INC.

                          [SIGNATURE PAGE TO PURCHASE AGREEMENT]
<PAGE>   28
                                    HEARTLAND MEDICAL INFORMATION 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.

                     [SIGNATURE PAGE TO PURCHASE AGREEMENT]
<PAGE>   29
                                    MANOR CARE MANAGEMENT CORPORATION

                                    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

                     [SIGNATURE PAGE TO PURCHASE AGREEMENT]
<PAGE>   30
                                    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.

                                    MANOR LIVING CENTERS, INC.

                                    MANORCARE HEALTH SERVICES OF BOYNTON BEACH,
                                    INC.

                                    MANORCARE HEALTH SERVICES OF GEORGIA, INC.

                                    MANORCARE HEALTH SERVICES OF NORTHHAMPTON
                                    COUNTY, INC.

                                    MANORCARE HEALTH SERVICES OF VIRGINIA, INC.

                                    MANORCARE HEALTH SERVICES, INC.

                                    MARINA VIEW MANOR, INC.

                                    MCHS OF NEW YORK, INC.

                                    MEDICAL AID TRAINING SCHOOLS, INC.

                                    MEDI-SPEECH SERVICE, INC.

                     [SIGNATURE PAGE TO PURCHASE AGREEMENT]
<PAGE>   31
                                    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.

                                    MRS, INC.

                                    NEW MANORCARE HEALTH SERVICES, INC.

                                    NUVISTA REFRACTIVE SURGERY AND LASER
                                    CENTERS, 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.

                     [SIGNATURE PAGE TO PURCHASE AGREEMENT]
<PAGE>   32
                                    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.

                                    VISION MANAGEMENT SERVICES, INC.

                                    WASHTENAW HILLS MANOR, INC.

                     [SIGNATURE PAGE TO PURCHASE AGREEMENT]
<PAGE>   33
                                  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:          One Seagate
                                                    Toledo, Ohio  43604-2616

                                  Fax No.:          419-252-5571
                                  Telephone:        419-252-5500

                     [SIGNATURE PAGE TO PURCHASE AGREEMENT]
<PAGE>   34
                                  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:          One Seagate
                                                    Toledo, Ohio  43604-2616

                                  Fax No.           419-252-5571
                                  Telephone:        419-252-5500

                     [SIGNATURE PAGE TO PURCHASE AGREEMENT]
<PAGE>   35
                                  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:          One Seagate
                                                    Toledo, Ohio  43604-2616

                                  Fax No.           419-252-5571
                                  Telephone:        419-252-5500

                     [SIGNATURE PAGE TO PURCHASE AGREEMENT]
<PAGE>   36
                                    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

                                    EMERSON SPRINGHOUSE, LLC

                                    FRESNO ARDEN, LLC

                                    LAKE ZURICH ARDEN, LLC

                                    MESQUITE HOSPITAL, LLC

                                    METUCHEN ARDEN, LLC

                                    MIDDLETOWN ARDEN, LLC

                                    MONROE ARDEN, LLC

                                    MOORESTOWN ARDEN, LLC

                                    OVERLAND PARK ARDEN, LLC

                                    OVERLAND PARK SKILLED NURSING, LLC

                                    ROCKFORD ARDEN, LLC

                                    ROCKLEIGH ARDEN, LLC

                                    TOM'S RIVER ARDEN, LLC

                                    TUSCAWILLA ARDEN, LLC

                                    WAYNE ARDEN, LLC

                                    WAYNE SPRINGHOUSE, LLC

                     [SIGNATURE PAGE TO PURCHASE AGREEMENT]
<PAGE>   37
                                    WEST DEPTFORD ARDEN, LLC

                                    WEST ORANGE ARDEN, LLC

                     [SIGNATURE PAGE TO PURCHASE AGREEMENT]
<PAGE>   38
                                  WEST ORANGE SPRINGHOUSE, 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:          One Seagate
                                                    Toledo, Ohio  43604-2616

                                  Fax No.           419-252-5571
                                  Telephone:        419-252-5500

                     [SIGNATURE PAGE TO PURCHASE AGREEMENT]
<PAGE>   39
                                    ALBUQUERQUE ARDEN, LLC

                                    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

                                    KANSAS SKILLED NURSING, LLC

                                    KENWOOD ARDEN, LLC

                                    LAURELDALE ARDEN, LLC

                                    LEXINGTON ARDEN, LLC

                                    LINWOOD ARDEN, LLC

                                    LIVONIA ARDEN, LLC

                                    MEMPHIS ARDEN, LLC

                                    NAPA ARDEN, LLC

                                    NASHVILLE ARDEN, LLC

                                    NISHAYUNA ARDEN, LLC

                                    ROANOKE ARDEN, LLC

                                    SAN ANTONIO ARDEN, LLC

                                    SECOND LOUISVILLE ARDEN, LLC

                                    SETAUKET ARDEN, LLC

                          [SIGNATURE PAGE TO PURCHASE AGREEMENT]
<PAGE>   40
                                    SILVER SPRING ARDEN, LLC

                                    SUSQUEHANNA ARDEN LLC

                                    TAMPA ARDEN, LLC

                                    TUSTIN ARDEN, LLC

                                    WALL ARDEN, LLC

                                    WARMINSTER ARDEN LLC

                                    WEST WINDSOR ARDEN, LLC

                     [SIGNATURE PAGE TO PURCHASE AGREEMENT]
<PAGE>   41
                                  WILLIAMS VILLE ARDEN, LLC

                                  By: Manor Care of America, Inc., its sole
                                      member

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

                                  Address:          One Seagate
                                                    Toledo, Ohio  43604-2616

                                  Fax No.           419-252-5571
                                  Telephone:        419-252-5500


                     [SIGNATURE PAGE TO PURCHASE AGREEMENT]
<PAGE>   42
                                  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:          One Seagate
                                                    Toledo, Ohio  43604-2616

                                  Fax No.           419-252-5571
                                  Telephone:        419-252-5500

                     [SIGNATURE PAGE TO PURCHASE AGREEMENT]
<PAGE>   43
                                  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:          One Seagate
                                                    Toledo, Ohio  43604-2616

                                  Fax No.           419-252-5571
                                  Telephone:        419-252-5500

                     [SIGNATURE PAGE TO PURCHASE AGREEMENT]
<PAGE>   44
                                  HCR MANOR CARE 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:          One Seagate
                                                    Toledo, Ohio  43604-2616

                                  Fax No.           419-252-5571
                                  Telephone:        419-252-5500


                     [SIGNATURE PAGE TO PURCHASE AGREEMENT]
<PAGE>   45
Accepted:

CHASE SECURITIES INC.
MERRILL LYNCH, PIERCE, FENNER
   & SMITH INCORPORATED
BANK OF AMERICA SECURITIES LLC
UBS WARBURG LLC



By:  CHASE SECURITIES INC.

By: /s/ G. S. Benson
   -----------------------------------------
Name:  G.S. Benson
Title:   Vice President


Address for notices pursuant to Section 9(c):
1 Chase Manhattan Plaza, 26th Floor
New York, New York 10081
Attention:  Legal Department

[SIGNATURE PAGE TO PURCHASE AGREEMENT]
<PAGE>   46
                                                                      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.

ARCHIVE ACQUISITION, INC.

ARCHIVE RETRIEVAL SYSTEMS, 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 ACQUISITION CORPORATION

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.

<PAGE>   47
HCR REHABILITATION CORP.

HCRA OF TEXAS, INC.

HCRC INC.

HEALTH CARE AND RETIREMENT CORPORATION OF AMERICA

HEALTHCARE CONSTRUCTION CORP.

HEARTLAND CAREPARTNERS, INC.

HEARTLAND EMPLOYMENT SERVICES, INC.

HEARTLAND HOME CARE, INC.

HEARTLAND HOME HEALTH CARE SERVICES, INC.

HEARTLAND HOSPICE SERVICES, INC.

HEARTLAND MANAGEMENT SERVICES, INC.

HEARTLAND MEDICAL INFORMATION 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.
<PAGE>   48
LEADER NURSING AND REHABILITATION CENTER OF VIRGINIA INC.

LINCOLN HEALTH CARE, INC.

MANOR CARE AVIATION, INC.

MANOR CARE MANAGEMENT CORPORATION

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.
<PAGE>   49
MANOR CARE OF YORK (NORTH), INC.

MANOR CARE OF YORK (SOUTH), INC.

MANOR CARE PROPERTIES, INC.

MANOR LIVING CENTERS, INC.

MANORCARE HEALTH SERVICES OF BOYNTON BEACH, INC.

MANORCARE HEALTH SERVICES OF GEORGIA, INC.

MANORCARE HEALTH SERVICES OF NORTHHAMPTON COUNTY, INC.

MANORCARE HEALTH SERVICES OF VIRGINIA, INC.

MANORCARE HEALTH SERVICES, INC.

MARINA VIEW MANOR, INC.

MCHS OF NEW YORK, INC.

MEDICAL AID TRAINING SCHOOLS, 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.

MRS, INC.

NEW MANORCARE HEALTH SERVICES, INC.

NUVISTA REFRACTIVE AND LASER SURGERY CENTERS, 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.
<PAGE>   50
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.

VISION MANAGEMENT SERVICES, INC.  *

WASHTENAW HILLS MANOR, INC.

WHITEHALL MANOR, INC.

COLEWOOD LIMITED PARTNERSHIP

BOOTH LIMITED PARTNERSHIP

HCR MANORCARE MESQUITE, L.P.

HCR HOSPITAL, LLC

ANCILLARY SERVICES, 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

EMERSON SPRINGHOUSE, LLC

FRESNO ARDEN, LLC

LAKE ZURICH ARDEN, LLC

MESQUITE HOSPITAL, LLC

METUCHEN ARDEN,LLC

MIDDLETOWN ARDEN, LLC

MONROE ARDEN, LLC
<PAGE>   51
MOORESTOWN ARDEN, LLC

OVERLAND PARK ARDEN, LLC

OVERLAND PARK SKILLED NURSING, LLC

ROCKFORD ARDEN, LLC

ROCKLEIGH ARDEN, LLC

TOM'S RIVER ARDEN, LLC

TUSCAWILLA ARDEN, LLC

WAYNE ARDEN, LLC

WAYNE SPRINGHOUSE, LLC

WEST DEPTFORD ARDEN, LLC

WEST ORANGE ARDEN, LLC

WEST ORANGE SPRINGHOUSE, LLC

ALBUQUERQUE ARDEN, LLC

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

KANSAS SKILLED NURSING, LLC

KENWOOD ARDEN, LLC

LAURELDALE ARDEN, LLC

LEXINGTON ARDEN, LLC

LINWOOD ARDEN, LLC

LIVONIA ARDEN, LLC

MEMPHIS ARDEN, LLC

NAPA ARDEN, LLC

NASHVILLE ARDEN, LLC

NISHAYUNA ARDEN, LLC

ROANOKE ARDEN, LLC

SAN ANTONIO ARDEN, LLC

SECOND LOUISVILLE ARDEN, LLC

SETAUKET ARDEN, LLC

SILVER SPRING ARDEN, LLC

SUSQUEHANNA ARDEN LLC

TAMPA ARDEN, LLC
<PAGE>   52
TUSTIN ARDEN, LLC

WALL ARDEN, LLC

WARMINSTER ARDEN LLC

WEST WINDSOR ARDEN, LLC

WILLIAMS VILLE ARDEN, LLC
<PAGE>   53
                                                                      SCHEDULE 2

                                  SUBSIDIARIES

ALBUQUERQUE ARDEN, LLC

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.

ANCILLARY SERVICES, LLC

ANNANDALE ARDEN, LLC

ARCHIVE ACQUISITION, INC.

ARCHIVE RETRIEVAL SYSTEMS, INC.

BAILY NURSING HOME, INC.

BAINBRIDGE ARDEN, LLC

BATH ARDEN, LLC

BINGHAM FARMS ARDEN, LLC

BIRCHWOOD MANOR, INC.

BLUE RIDGE REHABILITATION SERVICES, INC.

BOOTH LIMITED PARTNERSHIP

CANTERBURY VILLAGE, INC.

CENCO HOSPITAL MANAGEMENT CORPORATION

CHARLES MANOR, INC.

CHESAPEAKE MANOR, INC.

CLAIRE BRIDGE OF ANDERSON, LLC

CLAIRE BRIDGE OF AUSTIN, LLC

CLAIRE BRIDGE OF KENWOOD, LLC

CLAIRE BRIDGE OF PALOS HEIGHTS, L.P.

CLAIRE BRIDGE OF SAN ANTONIO, LLC

CLAIRE BRIDGE OF SUSQUEHANNA, LLC

CLAIRE BRIDGE OF WARMINSTER, LLC

CLINICAL LABORATORY ASSOCIATES PARTNERSHIP *

COLEWOOD LIMITED PARTNERSHIP

COLONIE ARDEN, LLC

CRESTVIEW HILLS ARDEN, LLC

DECA LIMITED PARTNERSHIP *

DEKALB HEALTHCARE CORPORATION

DEVON MANOR CORPORATION

DISTCO, INC.

DIVERSIFIED REHABILITATION SERVICES, INC.

DONAHOE MANOR, INC.

EAST MICHIGAN CARE CORPORATION

EISELE & COMPANY, INC.

ELMHURST AMERICANA, INC.
<PAGE>   54
ELMHURST LIMITED PARTNERSHIP

EMERSON SPRINGHOUSE, LLC

EXECUTIVE ADVERTISING, INC.

EYE-Q NETWORK, INC.

FIRST LOUISVILLE ARDEN, LLC

FOCUS EYE CENTRE, INC. *

FOUR SEASONS NURSING CENTERS, INC.

FRESNO ARDEN, LLC

GENEVA ARDEN, LLC

GEORGIAN BLOOMFIELD, INC.

GREENVIEW MANOR, INC.

HANOVER ARDEN, LLC

HCR ACQUISITION CORPORATION

HCR HOME HEALTH CARE AND HOSPICE, INC.

HCR HOSPITAL HOLDING COMPANY, INC.

HCR HOSPITAL, LLC

HCR INFORMATION CORPORATION

HCR MANORCARE MEDICAL SERVICES OF FLORIDA, INC.

HCR MANORCARE MESQUITE, L.P.

HCR PHYSICIAN MANAGEMENT SERVICES, INC.

HCR REHABILITATION CORP.

HCR VISION MANAGEMENT SERVICES, INC. *

HCR/ALTERRA DEVELOPMENT, LLC *

HCRA OF TEXAS, INC.

HCRC INC.

HEALTH CARE AND RETIREMENT CORPORATION OF AMERICA

HEALTHCARE CONSTRUCTION CORP.

HEART LAND ASIA (MAURITIUS) LTD. *

HEARTLAND CAREPARTNERS, INC.

HEARTLAND EMPLOYMENT SERVICES, INC.

HEARTLAND HEALTHCARE SERVICES *

HEARTLAND HOME CARE, INC.

HEARTLAND HOME HEALTH CARE SERVICES, INC.

HEARTLAND HOSPICE SERVICES, INC.

HEARTLAND MANAGEMENT SERVICES, INC.

HEARTLAND MEDICAL INFORMATION 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
<PAGE>   55
JEFFERSON ARDEN, LLC

KANSAS SKILLED NURSING, LLC

KENSINGTON MANOR, INC.

KENWOOD ARDEN, LLC

KLTH/MCC, P.L.L. *

KLTH/MCM PARTNERSHIP *

KNOLLVIEW MANOR, INC.

LAKE ZURICH ARDEN, LLC

LAURELDALE ARDEN, LLC

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.

LEXINGTON ARDEN, LLC

LINCOLN HEALTH CARE, INC.

LINWOOD ARDEN, LLC

LIVONIA ARDEN, LLC

MANOR CARE AVIATION, INC.

MANOR CARE MANAGEMENT CORPORATION

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 CENTREVILLE, 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 NEW YORK, INC.

MANOR CARE OF NORTH OLMSTEAD, INC.

MANOR CARE OF PINEHURST, INC.

MANOR CARE OF PLANTATION, INC.
<PAGE>   56
MANOR CARE OF ROLLING MEADOWS, INC.

MANOR CARE OF ROSSVILLE, INC.

MANOR CARE OF SARASOTA, INC.

MANOR CARE OF UNION COUNTY, 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.

MANOR CARE ROSEWOOD, INC.

MANOR LIVING CENTERS, INC.

MANORCARE HEALTH SERVICES OF ARIZONA INC.

MANORCARE HEALTH SERVICES OF BOYNTON BEACH, INC.

MANORCARE HEALTH SERVICES OF CENTREVILLE INC.

MANORCARE HEALTH SERVICES OF COLORADO INC.

MANORCARE HEALTH SERVICES OF DELAWARE COUNTY INC.

MANORCARE HEALTH SERVICES OF GEORGIA, INC.

MANORCARE HEALTH SERVICES OF INDIANA INC.

MANORCARE HEALTH SERVICES OF KANSAS INC.

MANORCARE HEALTH SERVICES OF KENTUCKY, INC.

MANORCARE HEALTH SERVICES OF MARYLAND INC.

MANORCARE HEALTH SERVICES OF NEW JERSEY, INC.

MANORCARE HEALTH SERVICES OF NORTH DAKOTA, INC.

MANORCARE HEALTH SERVICES OF NORTHHAMPTON COUNTY, INC.

MANORCARE HEALTH SERVICES OF PLANTATION, INC.

MANORCARE HEALTH SERVICES OF SYCAMORE GLEN, INC.

MANORCARE HEALTH SERVICES OF TEXAS, INC.

MANORCARE HEALTH SERVICES OF VIRGINIA, INC.

MANORCARE HEALTH SERVICES OF WASHINGTON, INC.

MANORCARE HEALTH SERVICES, INC.

MARINA VIEW MANOR, INC.

MCHS FINANCE CORP. (fka MNR FINANCE CORP II)

MCHS OF NEW YORK, INC.

MEDICAL AID TRAINING SCHOOLS, INC.

MEDI-SPEECH SERVICE, INC.

MEMPHIS ARDEN, LLC

MERCY/ MANOR PARTNERSHIP *

MESQUITE HOSPITAL, LLC

METUCHEN ARDEN, LLC

MHS, INC.

MID-ATLANTIC POST ACUTE NETWORK, INC. *

MIDDLETOWN ARDEN, LLC

MID-SHORE PHYSICAL THERAPY ASSOCIATES, INC.

MILESTONE HEALTH SYSTEMS, INC.

MILESTONE HEALTHCARE, INC.
<PAGE>   57
MILESTONE REHABILITATION SERVICES, INC.

MILESTONE STAFFING SERVICES, INC.

MILESTONE THERAPY SERVICES, INC.

MNR FINANCE CORP.

MONROE ARDEN, LLC

MOORESTOWN ARDEN, LLC

MOORHEAD AMERICANA INC.

MRC REHABILITATION, INC.

MRS, INC.

NAPA ARDEN, LLC

NASHVILLE ARDEN, LLC

NEW MANORCARE HEALTH SERVICES, INC.

NEW MANORCARE HEALTH SERVICES OF VIRGINIA, INC.

NISHAYUNA ARDEN, LLC

NUVISTA REFRACTIVE SURGERY AND LASER CENTERS, INC. *

OVERLAND PARK ARDEN, LLC

OVERLAND PARK SKILLED NURSING, LLC

PEAK REHABILITATION, INC.

PERRYSBURG PHYSICAL THERAPY, INC

PHYSICAL OCCUPATIONAL AND SPEECH THERAPY, INC.

PLM, INC.

PLM LIMITED PARTNERSHIP *

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.

ROANOKE ARDEN, LLC

ROCKFORD ARDEN, LLC

ROCKLEIGH ARDEN, LLC

ROLAND PARK NURSING CENTER, INC.

RVA MANAGEMENT SERVICES, INC.

SAN ANTONIO ARDEN, LLC

SECOND LOUISVILLE ARDEN, LLC

SETAUKET ARDEN, LLC

SILVER SPRING - WHEATON NURSING HOME, INC.

SILVER SPRING ARDEN, LLC

SPRINGHILL MANOR, INC.

STEWALL CORPORATION

STRATFORD MANOR, INC.

STUTEX CORP.

SUN PHARMACY LIMITED LIABILITY COMPANY
<PAGE>   58
SUN VALLEY MANOR, INC.

SUSQUEHANNA ARDEN LLC

TAMPA ARDEN, LLC

THE NIGHTINGALE NURSING HOME, INC.

THERAPY ASSOCIATES, INC.

THERASPORT PHYSICAL THERAPY, INC.

THREE RIVERS MANOR, INC.

TOM'S RIVER ARDEN, LLC

TOTALCARE CLINICAL LABORATORIES, INC.

TUSCAWILLA ARDEN, LLC

TUSTIN ARDEN, LLC

VISION MANAGEMENT SERVICES, INC. *

WALL ARDEN, LLC

WARMINSTER ARDEN, LLC

WASHTENAW HILLS MANOR, INC.

WAYNE ARDEN, LLC

WAYNE SPRINGHOUSE, LLC

WEST DEPTFORD ARDEN, LLC

WEST ORANGE ARDEN, LLC

WEST ORANGE SPRINGHOUSE, LLC

WEST WINDSOR ARDEN, LLC

WHITEHALL MANOR, INC.

WILLIAMSVILLE ARDEN, LLC

WINTER PARK NURSING CENTER, INC. *




*indicates subsidiaries that are not 100% owned (directly or indirectly) by
Manor Care, Inc.
<PAGE>   59
                                                                      SCHEDULE 3

                            SIGNIFICANT SUBSIDIARIES

HCRC Inc.

Manor Care of America Inc.

Manor Care Health Services, Inc.

HCR Information Corporation

Health Care and Retirement Corporation of America

HCR Home Health Care and Hospice Inc.

HCR Rehabilitation Corporation

Heartland Rehabilitation Services, Inc.

Heartland Medical Information Services, Inc.
<PAGE>   60
                                                                      SCHEDULE 4

                               INITIAL PURCHASERS



<TABLE>
<CAPTION>
                                                                                           Principal
                                                                                             Amount
Initial Purchasers                                                                       of Securities
------------------                                                                       -------------
<S>                                                                                      <C>
JPMorgan                                                                                    $84,000,000
Merrill Lynch, Pierce, Fenner
& Smith Incorporated                                                                         76,000,000
Banc of America Securities
LLC                                                                                          20,000,000
UBS Warburg LLC                                                                              20,000,000
     Total                                                                                 $200,000,000
</TABLE>
<PAGE>   61
                                                                         ANNEX A


              [Form of Exchange and Registration Rights Agreement]





<PAGE>   62
                               MANOR CARE, INC.

                                  $200,000,000

                            8% Senior Notes due 2008


                  EXCHANGE AND REGISTRATION RIGHTS AGREEMENT

                                                                 March 8, 2001


JPMORGAN, a division of
CHASE SECURITIES INC.
MERRILL LYNCH, PIERCE, FENNER
  & SMITH INCORPORATED
BANC OF AMERICA SECURITIES LLC
UBS WARBURG LLC
c/o Chase Securities Inc.
270 Park Avenue, 4th floor
New York, New York 10017

Ladies and Gentlemen:

            Manor Care, Inc., a Delaware corporation (the "Company"), proposes
to issue and sell to JPMorgan, a division of Chase Securities Inc. ("JPMorgan")
and Merrill Lynch, Pierce, Fenner & Smith Incorporated, Banc of America
Securities LLC 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 March 1, 2001 (the "Purchase Agreement"), $200,000,000
aggregate principal amount of its 8% Senior Notes due 2008 (the "Securities") 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 Securities, the Exchange Securities (as defined herein) and
the Private Exchange Securities (as defined herein) (collectively, the
"Holders"), as follows:

            21. Registered Exchange Offer. Unless the Registered Exchange Offer
(as defined herein) shall not be permitted by applicable federal law, the
Company shall (i) use reasonable best efforts to prepare and, not later than 60
days following the date of original issuance of the Securities (the "Issue
Date"), file with the Commission a registration statement (the "Exchange Offer
Registration Statement") on an appropriate form under the Securities Act with
respect to a proposed offer to the Holders of the Securities and the Guarantees
(the "Registered Exchange Offer") to issue and deliver to such Holders, in
exchange for the


                                       1
<PAGE>   63
Securities and the Guarantees, a like aggregate principal amount of debt
securities of the Company and guarantees thereof by the Guarantors (the
"Exchange Securities") that are identical in all material respects to the
Securities, except for the transfer restrictions relating to the Securities,
(ii) use its commercially reasonable efforts to cause the Exchange Offer
Registration Statement to become effective under the Securities Act no later
than 120 days after the Issue Date and the Registered Exchange Offer to be
consummated no later than 150 days after the Issue Date and (iii) keep the
Exchange Offer Registration Statement effective for not less than 20 business
days (or longer, if required by applicable law) after the date on which notice
of the Registered Exchange Offer is mailed to the Holders (such period being
called the "Exchange Offer Registration Period"). The Exchange Securities will
be issued under the Indenture or an indenture (the "Exchange Securities
Indenture") between the Company, the Guarantors and the Trustee or such other
bank or trust company that is reasonably satisfactory to the Initial Purchasers,
as trustee (the "Exchange Securities Trustee"), such indenture to be identical
in all material respects to the Indenture, except for the transfer restrictions
relating to the Securities (as described above).

            As soon as practicable after the effectiveness of the Exchange Offer
Registration Statement, the Company shall promptly commence the Registered
Exchange Offer, it being the objective of such Registered Exchange Offer to
enable each Holder electing to exchange Securities for Exchange Securities
(assuming that such Holder (a) is not an affiliate of the Company or an
Exchanging Dealer (as defined herein) not complying with the requirements of the
next sentence, (b) is not an Initial Purchaser holding Securities that have, or
that are reasonably likely to have, the status of an unsold allotment in an
initial distribution, (c) acquires the Exchange Securities in the ordinary
course of such Holder's business and (d) has no arrangements or understandings
with any person to participate in the distribution of the Exchange Securities)
and to trade such Exchange Securities from and after their receipt without any
limitations or restrictions under the Securities Act and without material
restrictions under the securities laws of the several states of the United
States. The Company, the Guarantors, the Initial Purchasers and each Exchanging
Dealer acknowledge that, pursuant to current interpretations by the Commission's
staff of Section 5 of the Securities Act, each Holder that is a broker-dealer
electing to exchange Securities, acquired for its own account as a result of
market-making activities or other trading activities, for Exchange Securities
(an "Exchanging Dealer"), is required to deliver a prospectus containing
substantially the information set forth in Annex A hereto on the cover, in Annex
B hereto in the "Exchange Offer Procedures" section and the "Purpose of the
Exchange Offer" section and in Annex C hereto in the "Plan of Distribution"
section of such prospectus in connection with a sale of any such Exchange
Securities received by such Exchanging Dealer pursuant to the Registered
Exchange Offer.

            If, prior to the consummation of the Registered Exchange Offer, any
Holder holds any Securities acquired by it that have, or that are reasonably
likely to be determined to have, the status of an unsold allotment in an initial
distribution, or any Holder is not entitled to participate in the Registered
Exchange Offer, the Company shall, upon the request of any such Holder, by
notice to the Company within 30 days of the Registered Exchange Offer, no later
than 30 days after the delivery of the Exchange Securities in the Registered
Exchange Offer, issue and deliver to any such Holder, in exchange for the
Securities held by such Holder (the "Private Exchange"),


                                       2
<PAGE>   64
a like aggregate principal amount of debt securities of the Company and
guarantees thereof by the Guarantors (the "Private Exchange Securities") that
are identical in all material respects to the Exchange Securities, except for
the transfer restrictions relating to such Private Exchange Securities. The
Private Exchange Securities will be issued under the same indenture as the
Exchange Securities, and the Company shall use its reasonable best efforts to
cause the Private Exchange Securities to bear the same CUSIP number as the
Exchange Securities.

            In connection with the Registered Exchange Offer, the Company shall:

            (a) mail to each Holder a copy of the prospectus forming part of the
      Exchange Offer Registration Statement, together with an appropriate letter
      of transmittal and related documents;

            (b) keep the Registered Exchange Offer open for not less than 20
      business days (or longer, if required by applicable law) after the date on
      which notice of the Registered Exchange Offer is mailed to the Holders;

            (c) utilize the services of a depositary for the Registered Exchange
      Offer with an address in the Borough of Manhattan, The City of New York;

            (d) permit Holders to withdraw tendered Securities at any time prior
      to the close of business, New York City time, on the last business day on
      which the Registered Exchange Offer shall remain open; and

            (e) otherwise comply in all respects with all laws that are
      applicable to the Registered Exchange Offer.

            As soon as practicable after the close of the Registered Exchange
Offer and any Private Exchange, as the case may be, the Company shall:
            A.    accept for exchange all Securities tendered and not validly
      withdrawn pursuant to the Registered Exchange Offer and the Private
      Exchange;

            (f) deliver to the Trustee for cancellation all Securities so
      accepted for exchange; and

            (g) cause the Trustee or the Exchange Securities Trustee, as the
      case may be, promptly to authenticate and deliver to each Holder, Exchange
      Securities or Private Exchange Securities, as the case may be, equal in
      principal amount to the Securities of such Holder so accepted for
      exchange.

            The Company shall use its reasonable best efforts to keep the
Exchange Offer Registration Statement effective and to amend and supplement the
prospectus contained therein in order to permit such prospectus to be used by
all persons subject to the prospectus delivery requirements of the Securities
Act for such period of time as such persons must comply with such requirements
in order to resell the Exchange Securities; provided that (i) in the case where
such prospectus and any amendment or supplement thereto must be delivered by an
Exchanging Dealer, such period shall be the lesser of 180 days and the date on
which all Exchanging Dealers


                                       3
<PAGE>   65
have sold all Exchange Securities held by them and (ii) the Company shall make
such prospectus and any amendment or supplement thereto available to any
broker-dealer for use in connection with any resale of any Exchange Securities
for a period of not less than 90 days after the consummation of the Registered
Exchange Offer.

            The Indenture or the Exchange Securities Indenture, as the case may
be, shall provide that the Securities, the Exchange Securities and the Private
Exchange Securities shall vote and consent together on all matters as one class
and that none of the Securities, the Exchange Securities or the Private Exchange
Securities will have the right to vote or consent as a separate class on any
matter.

            Interest on each Exchange Security and Private Exchange Security
issued pursuant to the Registered Exchange Offer and in the Private Exchange
will accrue from the last interest payment date on which interest was paid on
the Securities surrendered in exchange therefor or, if no interest has been paid
on the Securities, from the Issue Date.

            Each Holder participating in the Registered Exchange Offer shall be
required to represent to the Company that at the time of the consummation of the
Registered Exchange Offer (i) any Exchange Securities received by such Holder
will be acquired in the ordinary course of business, (ii) such Holder will have
no arrangements or understanding with any person to participate in the
distribution of the Securities or the Exchange Securities within the meaning of
the Securities Act and (iii) such Holder is not an affiliate of the Company or,
if it is such an affiliate, such Holder will comply with the registration and
prospectus delivery requirements of the Securities Act to the extent applicable.

            Notwithstanding any other provisions hereof, the Company and the
Guarantors will ensure that (i) any Exchange Offer Registration Statement and
any amendment thereto and any prospectus forming part thereof and any supplement
thereto complies in all material respects with the Securities Act and the rules
and regulations of the Commission thereunder, (ii) any Exchange Offer
Registration Statement and any amendment thereto does not, when it becomes
effective, contain 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 and (iii) any prospectus forming part of any Exchange
Offer Registration Statement, and any supplement to such prospectus, does not,
as of the consummation of the Registered Exchange Offer, include an untrue
statement of a material fact or omit to state a material fact necessary in order
to make the statements therein, in the light of the circumstances under which
they were made, not misleading.

            22. Shelf Registration. If (i) because of any change in law or
applicable interpretations thereof by the Commission's staff the Company is not
permitted to effect the Registered Exchange Offer as contemplated by Section 1
hereof, or (ii) for any other reason the Registered Exchange Offer is not
consummated within 150 days after the Issue Date, or (iii) any Initial Purchaser
so requests with respect to Securities or Private Exchange Securities not
eligible to be exchanged for Exchange Securities in the Registered Exchange
Offer and held by it following the consummation of the Registered Exchange
Offer, or (iv) any applicable law or interpretations do not permit any Holder to
participate in the Registered Exchange Offer, or (v)


                                       4
<PAGE>   66
any Holder that participates in the Registered Exchange Offer does not receive
freely transferable Exchange Securities in exchange for tendered Securities, or
(vi) the Company so elects, then the following provisions shall apply:

            (a) The Company and the Guarantors shall use their reasonable best
efforts to file as promptly as practicable (but in no event more than 20
business days after so required or requested pursuant to this Section 2) with
the Commission (the "Shelf Filing Date"), and thereafter shall use their
commercially reasonable efforts to cause to be declared effective, a shelf
registration statement on an appropriate form under the Securities Act relating
to the offer and sale of the Transfer Restricted Securities (as defined below)
by the Holders thereof from time to time in accordance with the methods of
distribution set forth in such registration statement (hereafter, a "Shelf
Registration Statement" and, together with any Exchange Offer Registration
Statement, a "Registration Statement").

            (b) The Company and the Guarantors shall use their reasonable best
efforts to keep the Shelf Registration Statement continuously effective in order
to permit the prospectus forming part thereof to be used by Holders of Transfer
Restricted Securities for a period ending on the earlier of (i) two years from
the Issue Date or such shorter period that will terminate when all the Transfer
Restricted Securities covered by the Shelf Registration Statement have been sold
pursuant thereto and (ii) the date on which the Securities become eligible for
resale without volume restrictions pursuant to Rule 144 under the Securities Act
(in any such case, such period being called the "Shelf Registration Period").
The Company and the Guarantors shall be deemed not to have used their reasonable
best efforts to keep the Shelf Registration Statement effective during the
requisite period if they voluntarily take any action that would result in
Holders of Transfer Restricted Securities covered thereby not being able to
offer and sell such Transfer Restricted Securities during that period, unless
such action is required by applicable law.

            (c) Notwithstanding any other provisions hereof, the Company will
ensure that (i) any Shelf Registration Statement and any amendment thereto and
any prospectus forming part thereof and any supplement thereto complies in all
material respects with the Securities Act and the rules and regulations of the
Commission thereunder, (ii) any Shelf Registration Statement and any amendment
thereto (in either case, other than with respect to information included therein
in reliance upon or in conformity with written information furnished to the
Company by or on behalf of any Holder specifically for use therein (the
"Holders' Information")) does not contain 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 and (iii) any prospectus forming part
of any Shelf Registration Statement, and any supplement to such prospectus (in
either case, other than with respect to Holders' Information), does not include
an untrue statement of a material fact or omit to state a material fact
necessary in order to make the statements therein, in the light of the
circumstances under which they were made, not misleading.

            (d) In the absence of the events described in clauses (i) through
(vi) of the first paragraph of this Section 2, the Company and the Guarantors
shall not be permitted to discharge its obligations hereunder by means of the
filing of a Shelf Registration Statement.


                                       5
<PAGE>   67
            23. Additional Interest. (a) The parties hereto agree that the
Holders of Transfer Restricted Securities will suffer damages if the Company and
the Guarantors fail to fulfill their obligations under Section 1 or Section 2,
as applicable, and that it would not be feasible to ascertain the extent of such
damages. Accordingly, if (i) the Exchange Offer Registration Statement is not
filed with the Commission on or prior to 60 days after the Issue Date or the
Shelf Registration Statement is not filed with the Commission on or before the
Shelf Filing Date, (ii) the Exchange Offer Registration Statement is not
declared effective within 120 days after the Issue Date or the Shelf
Registration Statement is not declared effective within 90 days of the Shelf
Filing Date, (iii) the Registered Exchange Offer is not consummated on or prior
to 150 days after the Issue Date, or (iv) the Shelf Registration Statement is
filed and declared effective within 90 days after the Shelf Filing Date but
shall thereafter cease to be effective (at any time that the Company and the
Guarantors are obligated to maintain the effectiveness thereof) without being
succeeded within 30 days by an additional Registration Statement filed and
declared effective (each such event referred to in clauses (i) through (iv), a
"Registration Default"), the Company and the Guarantors will be jointly and
severally obligated to pay additional interest to each Holder of Transfer
Restricted Securities, during the period of one or more such Registration
Defaults, in an amount equal to $0.05 per week per $1,000 principal amount of
Transfer Restricted Securities held by such Holder until (i) the applicable
Registration Statement is filed, (ii) the Exchange Offer Registration Statement
is declared effective and the Registered Exchange Offer is consummated, (iii)
the Shelf Registration Statement is declared effective or (iv) the Shelf
Registration Statement again becomes effective, as the case may be, which rate
will be increased by an additional $0.05 per week per $1,000 principal amount of
Transfer Restricted Securities for each 90 day period that any additional
interest described in this Section 3 continues to accrue; provided that the rate
for additional interest will not exceed $0.15 per week per $1,000 principal
amount of Transfer Restricted Securities. All accrued additional interest will
be paid to each Holder in the same manner as interest payments on the Transfer
Restricted Securities on semi-annual payment dates that correspond to interest
payment dates for the Transfer Restricted Securities. Additional interest only
accrues during a Registration Default. Following the cure of all Registration
Defaults, the accrual of additional interest will cease. As used herein, the
term "Transfer Restricted Securities" means each Security or Private Exchange
Security, until the earliest to occur of: (i) the date on which such Security
has been exchanged for a freely transferable Exchange Security in the Registered
Exchange Offer, (ii) the date on which such Security or Private Exchange
Security has been effectively registered under the Securities Act and disposed
of in accordance with the Shelf Registration Statement or (iii) the date on
which such Security or Private Exchange Security is distributed to the public
pursuant to Rule 144 under the Securities Act or is saleable pursuant to Rule
144(k) under the Securities Act. Notwithstanding anything to the contrary in
this Section 3(a), neither the Company nor the Guarantors shall be required to
pay additional interest to a Holder of Transfer Restricted Securities if such
Holder failed to comply with its obligations to make the representations set
forth in the second to last paragraph of Section 1 or failed to provide the
information required to be provided by it, if any, pursuant to Section 4(n).

            (b) The Company shall notify the Trustee and the Paying Agent under
the Indenture immediately upon the happening of each and every Registration
Default. The Company and the Guarantors shall pay the additional interest due on
the Transfer Restricted


                                       6
<PAGE>   68
Securities by depositing with the Paying Agent (which may not be the Company for
these purposes), in trust, for the benefit of the Holders thereof, prior to
10:00 a.m., New York City time, on the next interest payment date specified by
the Indenture and the Securities, sums sufficient to pay the additional interest
then due. The additional interest due shall be payable on each interest payment
date specified by the Indenture and the Securities to the record holder entitled
to receive the interest payment to be made on such date. Each obligation to pay
additional interest shall be deemed to accrue from and including the date of the
applicable Registration Default.

            (c) The parties hereto agree that the additional interest provided
for in this Section 3 constitute a reasonable estimate of and are intended to
constitute the sole damages that will be suffered by Holders of Transfer
Restricted Securities by reason of the failure of (i) the Shelf Registration
Statement or the Exchange Offer Registration Statement to be filed, (ii) the
Shelf Registration Statement to remain effective or (iii) the Exchange Offer
Registration Statement to be declared effective and the Registered Exchange
Offer to be consummated, in each case to the extent required by this Agreement.

            24. Registration Procedures. In connection with any Registration
Statement, the following provisions shall apply:

            (a) The Company shall (i) furnish to each Initial Purchaser, prior
to the filing thereof with the Commission, a copy of the Registration Statement
and each amendment thereof and each supplement, if any, to the prospectus
included therein and shall use its reasonable best efforts to reflect in each
such document, when so filed with the Commission, such comments as any Initial
Purchaser may reasonably propose within five business days after the delivery of
such document to such Initial Purchaser; (ii) include the information set forth
in Annex A hereto on the cover, in Annex B hereto in the "Exchange Offer
Procedures" section and the "Purpose of the Exchange Offer" section and in Annex
C hereto in the "Plan of Distribution" section of the prospectus forming a part
of the Exchange Offer Registration Statement, and include the information set
forth in Annex D hereto in the Letter of Transmittal delivered pursuant to the
Registered Exchange Offer; and (iii) if requested by any Initial Purchaser,
include the information required by Items 507 or 508 of Regulation S-K, as
applicable, in the prospectus forming a part of the Exchange Offer Registration
Statement.

            (b) The Company shall advise each Initial Purchaser, each Exchanging
Dealer and the Holders (if applicable) and, if requested by any such person,
confirm such advice in writing (which advice pursuant to clauses (ii)-(v) hereof
shall be accompanied by an instruction to suspend the use of the prospectus
until the requisite changes have been made):

            (a) when any Registration Statement and any amendment thereto has
      been filed with the Commission and when such Registration Statement or any
      post-effective amendment thereto has become effective;

            (b) of any request by the Commission for amendments or supplements
      to any Registration Statement or the prospectus included therein or for
      additional information;


                                       7
<PAGE>   69
            (c) of the issuance by the Commission of any stop order suspending
      the effectiveness of any Registration Statement or the initiation of any
      proceedings for that purpose;

            (d) of the receipt by the Company of any notification with respect
      to the suspension of the qualification of the Securities, the Exchange
      Securities or the Private Exchange Securities for sale in any jurisdiction
      or the initiation or threatening of any proceeding for such purpose; and

            (e) of the happening of any event that requires the making of any
      changes in any Registration Statement or the prospectus included therein
      in order that the statements therein are not misleading and do not omit to
      state a material fact required to be stated therein or necessary to make
      the statements therein not misleading.

            (c) The Company and the Guarantors will make every reasonable effort
to obtain the withdrawal at the earliest possible time of any order suspending
the effectiveness of any Registration Statement.

            (d) The Company will furnish to each Holder of Transfer Restricted
Securities included within the coverage of any Shelf Registration Statement,
without charge, at least one conformed copy of such Shelf Registration Statement
and any post-effective amendment thereto, including financial statements and
schedules and, if any such Holder so requests in writing, all exhibits thereto
(including those, if any, incorporated by reference).

            (e) The Company will, during the Shelf Registration Period, promptly
deliver to each Holder of Transfer Restricted Securities included within the
coverage of any Shelf Registration Statement, without charge, as many copies of
the prospectus (including each preliminary prospectus) included in such Shelf
Registration Statement and any amendment or supplement thereto as such Holder
may reasonably request; and the Company consents to the use of such prospectus
or any amendment or supplement thereto by each of the selling Holders of
Transfer Restricted Securities in connection with the offer and sale of the
Transfer Restricted Securities covered by such prospectus or any amendment or
supplement thereto.

            (f) The Company will furnish to each Initial Purchaser and each
Exchanging Dealer, and to any other Holder who so requests, without charge, at
least one conformed copy of the Exchange Offer Registration Statement and any
post-effective amendment thereto, including financial statements and schedules
and, if any Initial Purchaser or Exchanging Dealer or any such Holder so
requests in writing, all exhibits thereto (including those, if any, incorporated
by reference).

            (g) The Company will, during the Exchange Offer Registration Period
or the Shelf Registration Period, as applicable, promptly deliver to each
Initial Purchaser, each Exchanging Dealer and such other persons that are
required to deliver a prospectus following the Registered Exchange Offer,
without charge, as many copies of the final prospectus included in the Exchange
Offer Registration Statement or the Shelf Registration Statement and any
amendment or supplement thereto as such Initial Purchaser, Exchanging Dealer or
other persons


                                       8
<PAGE>   70
may reasonably request; and the Company and the Guarantors consent to the use of
such prospectus or any amendment or supplement thereto by any such Initial
Purchaser, Exchanging Dealer or other persons, as applicable, as aforesaid.

            (h) Prior to the effective date of any Registration Statement, the
Company and the Guarantors will use their reasonable best efforts to register or
qualify, or cooperate with the Holders of Securities, Exchange Securities or
Private Exchange Securities included therein and their respective counsel in
connection with the registration or qualification of, such Securities, Exchange
Securities or Private Exchange Securities for offer and sale under the
securities or blue sky laws of such jurisdictions as any such Holder 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,
Exchange Securities or Private Exchange Securities covered by such Registration
Statement; provided that the Company and the Guarantors will not be required to
qualify generally to do business in any 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.

            (i) The Company and the Guarantors will cooperate with the Holders
of Securities, Exchange Securities or Private Exchange Securities to facilitate
the timely preparation and delivery of certificates representing Securities,
Exchange Securities or Private Exchange Securities to be sold pursuant to any
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, Exchange Securities or
Private Exchange Securities pursuant to such Registration Statement.

            (j) If any event contemplated by Section 4(b)(ii) through (v) occurs
during the period for which the Company and the Guarantors are required to
maintain an effective Registration Statement, the Company will promptly prepare
and file with the Commission a post-effective amendment to the Registration
Statement or a supplement to the related prospectus or file any other required
document so that, as thereafter delivered to purchasers of the Securities,
Exchange Securities or Private Exchange Securities from a Holder, the prospectus
will not include an untrue statement of a material fact or omit to state a
material fact necessary in order to make the statements therein, in the light of
the circumstances under which they were made, not misleading.

            (k) Not later than the effective date of the applicable Registration
Statement, the Company will provide a CUSIP number for the Securities, the
Exchange Securities and the Private Exchange Securities, as the case may be, and
provide the applicable trustee with the Securities, the Exchange Securities or
the Private Exchange Securities, as the case may be, in a form eligible for
deposit with The Depository Trust Company.

            (l) The Company and the Guarantors will comply with all applicable
rules and regulations of the Commission and will make generally available to its
security holders as soon as practicable after the effective date of the
applicable Registration Statement an earning statement satisfying the provisions
of Section 11(a) of the Securities Act covering a twelve month period beginning
after the effective date of the Registration Statement (as such term is


                                       9
<PAGE>   71
defined in paragraph (c) of Rule 158 under the Act); provided that in no event
shall such earning statement be delivered later than 45 days after the end of a
12-month period (or 90 days, if such period is a fiscal year) beginning with the
first month of the Company's first fiscal quarter commencing after the effective
date of the applicable Registration Statement, which statement shall cover such
12-month period.

            (m) The Company and the Guarantors will cause the Indenture or the
Exchange Securities Indenture, as the case may be, to be qualified under the
Trust Indenture Act as required by applicable law in a timely manner.

            (n) The Company may require each Holder of Transfer Restricted
Securities to be registered pursuant to any Shelf Registration Statement to
furnish to the Company such information concerning the Holder and the
distribution of such Transfer Restricted Securities as the Company may from time
to time reasonably require for inclusion in such Shelf Registration Statement,
and the Company may exclude from such registration the Transfer Restricted
Securities of any Holder that fails to furnish such information within a
reasonable time after receiving such request.

            (o) In the case of a Shelf Registration Statement, each Holder of
Transfer Restricted Securities to be registered pursuant thereto agrees by
acquisition of such Transfer Restricted Securities that, upon receipt of any
notice from the Company pursuant to Section 4(b)(ii) through (v) (a "Suspension
Notice"), such Holder will discontinue disposition of such Transfer Restricted
Securities until such Holder's receipt of copies of the supplemental or amended
prospectus contemplated by Section 4(j) or until advised in writing (the
"Advice") by the Company that the use of the applicable prospectus may be
resumed. Each Holder receiving a Suspension Notice hereby agrees that it will
either (i) destroy any prospectuses, other than permanent file copies, then in
such Holder's possession which have been replaced by the Company with more
recently dated prospectuses or (ii) 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 Transfer Restricted Securities that
was current at the time of receipt of the Suspension Notice. If the Company
shall give any notice under Section 4(b)(ii) through (v) during the period that
the Company is required to maintain an effective Registration Statement (the
"Effectiveness Period"), such Effectiveness Period shall be extended by the
number of days during such period from and including the date of the giving of
such notice to and including the date when each seller of Transfer Restricted
Securities covered by such Registration Statement shall have received (x) the
copies of the supplemental or amended prospectus contemplated by Section 4(j)
(if an amended or supplemental prospectus is required) or (y) the Advice (if no
amended or supplemental prospectus is required).

            (p) In the case of a Shelf Registration Statement, the Company and
the Guarantors shall enter into such customary agreements (including, if
requested, an underwriting agreement in customary form) and take all such other
action, if any, as Holders of a majority in aggregate principal amount of the
Securities, Exchange Securities and Private Exchange Securities being sold or
the managing underwriters (if any) shall reasonably request in order to
facilitate any disposition of Securities, Exchange Securities or Private
Exchange Securities pursuant to such Shelf Registration Statement.


                                       10
<PAGE>   72
            (q) In the case of a Shelf Registration Statement, the Company shall
(i) make reasonably available for inspection by a representative of, and Special
Counsel (as defined below) acting for, Holders of a majority in aggregate
principal amount of the Securities, Exchange Securities and Private Exchange
Securities being sold and any underwriter participating in any disposition of
Securities, Exchange Securities or Private Exchange 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 its reasonable best efforts to have its officers, directors,
employees, accountants and counsel supply all relevant information reasonably
requested by such representative, Special Counsel or any such underwriter (an
"Inspector") in connection with such Shelf Registration Statement.

            (r) In the case of a Shelf Registration Statement, the Company
shall, if requested by Holders of a majority in aggregate principal amount of
the Securities, Exchange Securities and Private Exchange Securities being sold,
their Special Counsel or the managing underwriters (if any) in connection with
such Shelf Registration Statement, use its reasonable best efforts to cause (i)
its counsel to deliver an opinion relating to the Shelf Registration Statement
and the Securities, Exchange Securities or Private Exchange Securities, as
applicable, in customary form, (ii) its officers to execute and deliver all
customary documents and certificates requested by Holders of a majority in
aggregate principal amount of the Securities, Exchange Securities and Private
Exchange Securities being sold, their Special Counsel or the managing
underwriters (if any) and (iii) its 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.

            25. Registration Expenses. The Company and the Guarantors will bear
all expenses incurred in connection with the performance of its obligations
under Sections 1, 2, 3 and 4 and the Company will reimburse the Initial
Purchasers and the Holders for the reasonable fees and disbursements of one firm
of attorneys (in addition to any local counsel) chosen by the Holders of a
majority in aggregate principal amount of the Securities, the Exchange
Securities and the Private Exchange Securities to be sold pursuant to each
Registration Statement (the "Special Counsel") acting for the Initial Purchasers
or Holders in connection therewith.

            26. Indemnification. (a) In the event of a Shelf Registration
Statement or in connection with any prospectus delivery pursuant to an Exchange
Offer Registration Statement by an Initial Purchaser or Exchanging Dealer, as
applicable, the Company and each of the Guarantors shall jointly and severally
indemnify and hold harmless each Holder (including, without limitation, any such
Initial Purchaser or Exchanging Dealer), 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, Exchange Securities or Private Exchange 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,


                                       11
<PAGE>   73
(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, 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 Holders' Information; 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, Exchange Securities or Private Exchange 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, Exchange Securities or Private Exchange 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 with Section 4(d), 4(e), 4(f) or 4(g).

            (b) In the event of a Shelf Registration Statement, 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 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 Holders' Information furnished to the Company by such
Holder, 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


                                       12
<PAGE>   74
received by such Holder from the sale of Securities, Exchange Securities or
Private Exchange Securities pursuant to such Shelf Registration Statement.

            (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)
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


                                       13
<PAGE>   75
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.

            27. 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 Securities, on the one hand, and a Holder with
respect to the sale by such Holder of Securities, Exchange Securities or Private
Exchange 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 Securities (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, Exchange Securities or Private Exchange Securities, on the other,
bear to the total gross proceeds from the sale of Securities, Exchange
Securities or Private Exchange 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
Holders' Information 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, Exchange Securities or
Private Exchange Securities shall not be required to contribute any amount in
excess of the amount by which the total price at which the Securities, Exchange
Securities or


                                       14
<PAGE>   76
Private Exchange 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.

            28. Rules 144 and 144A. So long as any Transfer 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 Transfer 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 Transfer Restricted
Securities may reasonably request, all to the extent required from time to time
to enable such Holder to sell Transfer 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 Transfer
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.

            29. Underwritten Registrations. If any of the Transfer Restricted
Securities covered by any Shelf Registration Statement are to be sold in an
underwritten offering, the investment banker or investment bankers and manager
or managers that will administer the offering will be selected by the Holders of
a majority in aggregate principal amount of such Transfer Restricted Securities
included in such offering, subject to the consent of the Company (which shall
not be unreasonably withheld or delayed), and such Holders shall be responsible
for all underwriting commissions and discounts in connection therewith.

            No person may participate in any underwritten registration hereunder
unless such person (i) agrees to sell such person's Transfer Restricted
Securities on the basis reasonably provided in any underwriting arrangements
approved by the persons entitled hereunder to approve such arrangements and (ii)
completes and executes all questionnaires, powers of attorney, indemnities,
underwriting agreements and other documents reasonably required under the terms
of such underwriting arrangements.

            30. 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 Holders of a majority in aggregate
principal amount of the Securities, the Exchange Securities and the Private
Exchange Securities, taken as a single class. 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, Exchange
Securities or Private Exchange Securities are being sold pursuant to a
Registration Statement and


                                       15
<PAGE>   77
that does not directly or indirectly affect the rights of other Holders may be
given by Holders of a majority in aggregate principal amount of the Securities,
the Exchange Securities and the Private Exchange Securities being sold by such
Holders pursuant to such 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:

            (i)   if to a Holder, at the most current address given by such
      Holder to the Company in accordance with the provisions of this Section
      10(b), which address initially is, with respect to each Holder, the
      address of such Holder maintained by the Registrar under the Indenture,
      with a copy in like manner to JPMorgan, a division of Chase Securities
      Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Banc of America
      Securities LLC and UBS Warburg LLC;

            (ii)  if to an Initial Purchaser, initially at its address set forth
      in the Purchase Agreement;

            (iii) if to the Company, initially at the address of the Company set
      forth in the Purchase Agreement; and

            (iv)  if to the Guarantors, initially at the address of the
      Guarantors set forth in the Purchase Agreement.

            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.


                                       16
<PAGE>   78
            (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 Sections 1 or 2 hereof for
which additional interest has 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 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
Transfer 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 Transfer
Restricted Securities in such capacity) shall have the right to include any
securities of the Company in any Shelf Registration or Registered Exchange Offer
other than Transfer 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) Please confirm that the foregoing correctly sets forth the
agreement among the Company, the Guarantors and the Initial Purchasers.


                                       17
<PAGE>   79
                                    Very truly yours,

                                    MANOR CARE, INC.





                                        By:
                                            ----------------------------
                                        Name:   Geoffrey G. Meyers
                                        Title:  Executive Vice President and
                                                Chief Financial Officer


         [SIGNATURE PAGE TO EXCHANGE AND REGISTRATION RIGHTS AGREEMENT]
<PAGE>   80
                                    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.

                                    ARCHIVE ACQUISITION, INC.

                                    ARCHIVE RETRIEVAL SYSTEMS, 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


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<PAGE>   81
                                    EXECUTIVE ADVERTISING, INC.

                                    EYE-Q NETWORK, INC.

                                    FOUR SEASONS NURSING CENTERS, INC.

                                    GEORGIAN BLOOMFIELD, INC.

                                    GREENVIEW MANOR, INC.

                                    HCR ACQUISITION CORPORATION

                                    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

                                    HEALTHCARE CONSTRUCTION CORP.

                                    HEARTLAND CAREPARTNERS, INC.

                                    HEARTLAND EMPLOYMENT SERVICES, INC.

                                    HEARTLAND HOME CARE, INC.

                                    HEARTLAND HOME HEALTH CARE SERVICES, INC.

                                    HEARTLAND HOSPICE SERVICES, INC.


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<PAGE>   82
                                    HEARTLAND MANAGEMENT SERVICES, INC.

                                    HEARTLAND MEDICAL INFORMATION 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.


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<PAGE>   83
                                    MANOR CARE MANAGEMENT CORPORATION

                                    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


         [SIGNATURE PAGE TO EXCHANGE AND REGISTRATION RIGHTS AGREEMENT]
<PAGE>   84
                                    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.

                                    MANOR LIVING CENTERS, INC.

                                    MANORCARE HEALTH SERVICES OF BOYNTON BEACH,
                                    INC.

                                    MANORCARE HEALTH SERVICES OF GEORGIA, INC.

                                    MANORCARE HEALTH SERVICES OF NORTHHAMPTON
                                    COUNTY, INC.

                                    MANORCARE HEALTH SERVICES OF VIRGINIA, INC.

                                    MANORCARE HEALTH SERVICES, INC.

                                    MARINA VIEW MANOR, INC.

                                    MCHS OF NEW YORK, INC.

                                    MEDICAL AID TRAINING SCHOOLS, INC.

                                    MEDI-SPEECH SERVICE, INC.


         [SIGNATURE PAGE TO EXCHANGE AND REGISTRATION RIGHTS AGREEMENT]
<PAGE>   85
                                    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.

                                    MRS, INC.

                                    NEW MANORCARE HEALTH SERVICES, INC.

                                    NUVISTA REFRACTIVE SURGERY AND LASER
                                    CENTERS, 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.


         [SIGNATURE PAGE TO EXCHANGE AND REGISTRATION RIGHTS AGREEMENT]
<PAGE>   86
                                    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.

                                    VISION MANAGEMENT SERVICES, INC.

                                    WASHTENAW HILLS MANOR, INC.

                                    WHITEHALL MANOR, INC.


         [SIGNATURE PAGE TO EXCHANGE AND REGISTRATION RIGHTS AGREEMENT]
<PAGE>   87
                                    By:
                                        -------------------------------
                                          Name:  R. Jeffrey Bixler
                                          Title: Vice President, General Counsel
                                                 and Secretary of each of the
                                                 above-referenced corporations.

                                    Address:          One Seagate
                                                      Toledo, Ohio  43604-2616

                                    Fax No.:          419-252-5571
                                    Telephone:        419-252-5500


         [SIGNATURE PAGE TO EXCHANGE AND REGISTRATION RIGHTS AGREEMENT]
<PAGE>   88
                                    HCR HOSPITAL, LLC


                                    By:   HCR Hospital Holding Company, Inc.,
                                          its sole member


                                          By:
                                             ---------------------------
                                             Name: R. Jeffrey Bixler
                                             Title: Vice President, General
                                                    Counsel and Secretary

                                    Address:    One Seagate
                                                Toledo, Ohio  43604-2616

                                    Fax No.     419-252-5571
                                    Telephone:  419-252-5500


         [SIGNATURE PAGE TO EXCHANGE AND REGISTRATION RIGHTS AGREEMENT]
<PAGE>   89
                                    ANCILLARY SERVICES, LLC


                                    By:   Heartland Rehabilitation Services,
                                          Inc., its sole member

                                          By:
                                             ---------------------------
                                             Name: R. Jeffrey Bixler
                                             Title: Vice President, General
                                                    Counsel and Secretary

                                    Address:    One Seagate
                                                Toledo, Ohio  43604-2616

                                    Fax No.     419-252-5571
                                    Telephone:  419-252-5500


         [SIGNATURE PAGE TO EXCHANGE AND REGISTRATION RIGHTS AGREEMENT]
<PAGE>   90
                                    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

                                    EMERSON SPRINGHOUSE, LLC

                                    FRESNO ARDEN, LLC

                                    LAKE ZURICH ARDEN, LLC

                                    MESQUITE HOSPITAL, LLC

                                    METUCHEN ARDEN, LLC

                                    MIDDLETOWN ARDEN, LLC

                                    MONROE ARDEN, LLC

                                    MOORESTOWN ARDEN, LLC

                                    OVERLAND PARK ARDEN, LLC

                                    OVERLAND PARK SKILLED NURSING, LLC

                                    ROCKFORD ARDEN, LLC

                                    ROCKLEIGH ARDEN, LLC

                                    TOM'S RIVER ARDEN, LLC

                                    TUSCAWILLA ARDEN, LLC

                                    WAYNE ARDEN, LLC

                                    WAYNE SPRINGHOUSE, LLC


         [SIGNATURE PAGE TO EXCHANGE AND REGISTRATION RIGHTS AGREEMENT]
<PAGE>   91
                                    WEST DEPTFORD ARDEN, LLC

                                    WEST ORANGE ARDEN, LLC

                                    WEST ORANGE SPRINGHOUSE, LLC


         [SIGNATURE PAGE TO EXCHANGE AND REGISTRATION RIGHTS AGREEMENT]
<PAGE>   92
                                    By:   Manor Care Health Services, Inc.,
                                          the sole member of each of the
                                          above-referenced limited liability
                                          companies

                                          By:
                                             ---------------------------
                                             Name: R. Jeffrey Bixler
                                             Title: Vice President, General
                                                    Counsel and Secretary

                                    Address:    One Seagate
                                                Toledo, Ohio  43604-2616

                                    Fax No.     419-252-5571
                                    Telephone:  419-252-5500


         [SIGNATURE PAGE TO EXCHANGE AND REGISTRATION RIGHTS AGREEMENT]
<PAGE>   93
                                    ALBUQUERQUE ARDEN, LLC

                                    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

                                    KANSAS SKILLED NURSING, LLC

                                    KENWOOD ARDEN, LLC

                                    LAURELDALE ARDEN, LLC

                                    LEXINGTON ARDEN, LLC

                                    LINWOOD ARDEN, LLC

                                    LIVONIA ARDEN, LLC

                                    MEMPHIS ARDEN, LLC

                                    NAPA ARDEN, LLC

                                    NASHVILLE ARDEN, LLC

                                    NISHAYUNA ARDEN, LLC

                                    ROANOKE ARDEN, LLC

                                    SAN ANTONIO ARDEN, LLC

                                    SECOND LOUISVILLE ARDEN, LLC

                                    SETAUKET ARDEN, LLC


         [SIGNATURE PAGE TO EXCHANGE AND REGISTRATION RIGHTS AGREEMENT]
<PAGE>   94
                                    SILVER SPRING ARDEN, LLC

                                    SUSQUEHANNA ARDEN LLC

                                    TAMPA ARDEN, LLC

                                    TUSTIN ARDEN, LLC

                                    WALL ARDEN, LLC

                                    WARMINSTER ARDEN LLC

                                    WEST WINDSOR ARDEN, LLC

                                    WILLIAMS VILLE ARDEN, LLC


         [SIGNATURE PAGE TO EXCHANGE AND REGISTRATION RIGHTS AGREEMENT]
<PAGE>   95
                                    By:   Manor Care of America, Inc., its
                                          sole member

                                          By:
                                             ---------------------------
                                             Name: R. Jeffrey Bixler
                                             Title: Vice President, General
                                                    Counsel and Secretary

                                    Address:    One Seagate
                                                Toledo, Ohio  43604-2616

                                    Fax No.     419-252-5571
                                    Telephone:  419-252-5500


         [SIGNATURE PAGE TO EXCHANGE AND REGISTRATION RIGHTS AGREEMENT]
<PAGE>   96
                                    BOOTH LIMITED PARTNERSHIP

                                    By:   Jacksonville Healthcare Corporation,
                                          its general partner

                                          By:
                                             ---------------------------
                                             Name: R. Jeffrey Bixler
                                             Title: Vice President, General
                                                    Counsel and Secretary

                                    Address:    One Seagate
                                                Toledo, Ohio  43604-2616

                                    Fax No.     419-252-5571
                                    Telephone:  419-252-5500


         [SIGNATURE PAGE TO EXCHANGE AND REGISTRATION RIGHTS AGREEMENT]
<PAGE>   97
                                    COLEWOOD LIMITED PARTNERSHIP

                                    By:   American Hospital Building
                                          Corporation, its general partner

                                          By:
                                             ---------------------------
                                             Name: R. Jeffrey Bixler
                                             Title: Vice President, General
                                                    Counsel and Secretary

                                    Address:    One Seagate
                                                Toledo, Ohio  43604-2616

                                    Fax No.     419-252-5571
                                    Telephone:  419-252-5500


         [SIGNATURE PAGE TO EXCHANGE AND REGISTRATION RIGHTS AGREEMENT]
<PAGE>   98
                                    HCR MANOR CARE MESQUITE, L.P.

                                    By:   Mesquite Hospital, LLC, its general
                                          partner

                                          By:
                                             ---------------------------
                                             Name: R. Jeffrey Bixler
                                             Title: Vice President, General
                                                    Counsel and Secretary

                                    Address:    One Seagate
                                                Toledo, Ohio  43604-2616

                                    Fax No.     419-252-5571
                                    Telephone:  419-252-5500


         [SIGNATURE PAGE TO EXCHANGE AND REGISTRATION RIGHTS AGREEMENT]
<PAGE>   99
Accepted:

CHASE SECURITIES INC.
MERRILL LYNCH, PIERCE, FENNER
   & SMITH INCORPORATED
BANK OF AMERICA SECURITIES LLC
UBS WARBURG LLC



By:  CHASE SECURITIES INC.

By:
   ---------------------
   Name:  G.S. Benson
   Title: Vice President


         [SIGNATURE PAGE TO EXCHANGE AND REGISTRATION RIGHTS AGREEMENT]
<PAGE>   100
                                                                      SCHEDULE I

                                   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.
ARCHIVE ACQUISITION, INC.
ARCHIVE RETRIEVAL SYSTEMS, 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 ACQUISITION CORPORATION
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.
<PAGE>   101
HCRC INC. *
HEALTH CARE AND RETIREMENT CORPORATION OF AMERICA *
HEALTHCARE CONSTRUCTION CORP.
HEARTLAND CAREPARTNERS, INC.
HEARTLAND EMPLOYMENT SERVICES, INC.
HEARTLAND HOME CARE, INC.
HEARTLAND HOME HEALTH CARE SERVICES, INC.
HEARTLAND HOSPICE SERVICES, INC.
HEARTLAND MANAGEMENT SERVICES, INC.
HEARTLAND MEDICAL INFORMATION 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 MANAGEMENT CORPORATION
MANOR CARE OF AKRON, INC.
<PAGE>   102
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.
MANOR LIVING CENTERS, INC.
MANORCARE HEALTH SERVICES OF BOYNTON BEACH, INC.
MANORCARE HEALTH SERVICES OF GEORGIA, INC.
MANORCARE HEALTH SERVICES OF NORTHHAMPTON COUNTY, INC.
MANORCARE HEALTH SERVICES OF VIRGINIA, INC.
<PAGE>   103
MANORCARE HEALTH SERVICES, INC. *
MARINA VIEW MANOR, INC.
MCHS OF NEW YORK, INC.
MEDICAL AID TRAINING SCHOOLS, 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.
MRS, INC.
NEW MANORCARE HEALTH SERVICES, INC.
NUVISTA REFRACTIVE AND LASER SURGERY CENTERS, 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.
<PAGE>   104
THERASPORT PHYSICAL THERAPY, INC.
THREE RIVERS MANOR, INC.
TOTALCARE CLINICAL LABORATORIES, INC.
VISION MANAGEMENT SERVICES, INC. **
WASHTENAW HILLS MANOR, INC.
WHITEHALL MANOR, INC.
COLEWOOD LIMITED PARTNERSHIP
BOOTH LIMITED PARTNERSHIP
HCR MANORCARE MESQUITE, L.P.
HCR HOSPITAL, LLC
ANCILLARY SERVICES, 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
EMERSON SPRINGHOUSE, LLC
FRESNO ARDEN, LLC
LAKE ZURICH ARDEN, LLC
MESQUITE HOSPITAL, LLC
METUCHEN ARDEN, LLC
MIDDLETOWN ARDEN, LLC
MONROE ARDEN, LLC
MOORESTOWN ARDEN, LLC
OVERLAND PARK ARDEN, LLC
OVERLAND PARK SKILLED NURSING, LLC
ROCKFORD ARDEN, LLC
ROCKLEIGH ARDEN, LLC
TOM'S RIVER ARDEN, LLC
TUSCAWILLA ARDEN, LLC
WAYNE ARDEN, LLC
WAYNE SPRINGHOUSE, LLC
WEST DEPTFORD ARDEN, LLC
WEST ORANGE ARDEN, LLC
WEST ORANGE SPRINGHOUSE, LLC
ALBUQUERQUE ARDEN, LLC
ANNANDALE ARDEN, LLC
BAINBRIDGE ARDEN, LLC
BINGHAM FARMS ARDEN, LLC
COLONIE ARDEN, LLC
<PAGE>   105
CRESTVIEW HILLS ARDEN, LLC
FIRST LOUISVILLE ARDEN, LLC
GENEVA ARDEN, LLC
HANOVER ARDEN, LLC
JEFFERSON ARDEN, LLC
KANSAS SKILLED NURSING, LLC
KENWOOD ARDEN, LLC
LAURELDALE ARDEN, LLC
LEXINGTON ARDEN, LLC
LINWOOD ARDEN, LLC
LIVONIA ARDEN, LLC
MEMPHIS ARDEN, LLC
NAPA ARDEN, LLC
NASHVILLE ARDEN, LLC
NISHAYUNA ARDEN, LLC
ROANOKE ARDEN, LLC
SAN ANTONIO ARDEN, LLC
SECOND LOUISVILLE ARDEN, LLC
SETAUKET ARDEN, LLC
SILVER SPRING ARDEN, LLC
SUSQUEHANNA ARDEN LLC
TAMPA ARDEN, LLC
TUSTIN ARDEN, LLC
WALL ARDEN, LLC
WARMINSTER ARDEN LLC
WEST WINDSOR ARDEN, LLC
WILLIAMS VILLE ARDEN, LLC
<PAGE>   106
                                                                         ANNEX A

            Each broker-dealer that receives Exchange Securities for its own
account pursuant to the Registered Exchange Offer must acknowledge that it will
deliver a prospectus in connection with any resale of such Exchange Securities.
The Letter of Transmittal states that by so acknowledging and by delivering a
prospectus, a broker-dealer will not be deemed to admit that it is an
"underwriter" within the meaning of the Securities Act. This Prospectus, as it
may be amended or supplemented from time to time, may be used by a broker-dealer
in connection with resales of Exchange Securities received in exchange for
Securities where such Securities were acquired by such broker-dealer as a result
of market-making activities or other trading activities. The Company has agreed
that, for a period of 180 days after the Expiration Date (as defined herein), it
will make this Prospectus available to any broker-dealer for use in connection
with any such resale. See "Plan of Distribution".

<PAGE>   107
                                                                         ANNEX B

            Each broker-dealer that receives Exchange Securities for its own
account in exchange for Securities, where such Securities were acquired by such
broker-dealer as a result of market-making activities or other trading
activities, must acknowledge that it will deliver a prospectus in connection
with any resale of such Exchange Securities. See "Plan of Distribution".
<PAGE>   108
                                                                         ANNEX C

                              PLAN OF DISTRIBUTION

            Each broker-dealer that receives Exchange Securities for its own
account pursuant to the Registered Exchange Offer must acknowledge that it will
deliver a prospectus in connection with any resale of such Exchange Securities.
This Prospectus, as it may be amended or supplemented from time to time, may be
used by a broker-dealer in connection with resales of Exchange Securities
received in exchange for Securities where such Securities were acquired as a
result of market-making activities or other trading activities. The Company has
agreed that, for a period of 180 days after the Expiration Date, it will make
this prospectus, as amended or supplemented, available to any broker-dealer for
use in connection with any such resale. In addition, until ______, 2008, all
dealers effecting transactions in the Exchange Securities may be required to
deliver a prospectus.

            The Company will not receive any proceeds from any sale of Exchange
Securities by broker-dealers. Exchange Securities received by broker-dealers for
their own account pursuant to the Registered Exchange Offer may be sold from
time to time in one or more transactions in the over-the-counter market, in
negotiated transactions, through the writing of options on the Exchange
Securities or a combination of such methods of resale, at market prices
prevailing at the time of resale, at prices related to such prevailing market
prices or at negotiated prices. Any such resale may be made directly to
purchasers or to or through brokers or dealers who may receive compensation in
the form of commissions or concessions from any such broker-dealer or the
purchasers of any such Exchange Securities. Any broker-dealer that resells
Exchange Securities that were received by it for its own account pursuant to the
Registered Exchange Offer and any broker or dealer that participates in a
distribution of such Exchange Securities may be deemed to be an "underwriter"
within the meaning of the Securities Act and any profit on any such resale of
Exchange Securities and any commission or concessions received by any such
persons may be deemed to be underwriting compensation under the Securities Act.
The Letter of Transmittal states that, by acknowledging that it will deliver and
by delivering a prospectus, a broker-dealer will not be deemed to admit that it
is an "underwriter" within the meaning of the Securities Act.

            For a period of 180 days after the Expiration Date the Company will
promptly send additional copies of this Prospectus and any amendment or
supplement to this Prospectus to any broker-dealer that requests such documents
in the Letter of Transmittal. The Company has agreed to pay all expenses
incident to the Registered Exchange Offer (including the expenses of one counsel
for the Holders of the Securities) other than commissions or concessions of any
broker-dealers and will indemnify the Holders of the Securities (including any
broker-dealers) against certain liabilities, including liabilities under the
Securities Act.
<PAGE>   109
                                                                         ANNEX D

      -     CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10
            ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS
            OR SUPPLEMENTS THERETO.

            Name:
            Address:



If the undersigned is not a broker-dealer, the undersigned represents that it is
not engaged in, and does not intend to engage in, a distribution of Exchange
Securities. If the undersigned is a broker-dealer that will receive Exchange
Securities for its own account in exchange for Securities that were acquired as
a result of market-making activities or other trading activities, it
acknowledges that it will deliver a prospectus in connection with any resale of
such Exchange Securities; however, by so acknowledging and by delivering a
prospectus, the undersigned will not be deemed to admit that it is an
"underwriter" within the meaning of the Securities Act.
<PAGE>   110
                                                                       ANNEX B-1


                      [Form of Opinion of Latham & Watkins]
<PAGE>   111
                          [Latham & Watkins Letterhead]





                                  March 8, 2001




JPMorgan, a division of Chase Securities Inc.
Merrill Lynch, Pierce, Fenner & Smith Incorporated
Banc of America Securities LLC
UBS Warburg LLC
  c/o  Chase Securities Inc.
       270 Park Avenue, 4th Floor
       New York, New York 10017

            Re:   $200,000,000 8% Senior Notes Due 2008
                  of Manor Care, Inc.

Ladies and Gentlemen:

            We have acted as special counsel to Manor Care, Inc., a Delaware
corporation (the "Company"), in connection with the sale to you on the date
hereof by the Company of $200,000,000 in aggregate principal amount of the
Company's 8% Senior Notes Due 2008 (the "Securities") and the guarantee of the
Securities pursuant to the Indenture (as defined below) (the "Guarantees") by
the Guarantors (as defined in the Purchase Agreement), pursuant to a Purchase
Agreement, dated March 1, 2001 (the "Purchase Agreement"), among you, the
Company and the Guarantors. The Securities and the Guarantees are being issued
pursuant to an Indenture, dated the date hereof (the "Indenture"), among the
Company, the Guarantors and National City Bank, as trustee (the "Trustee"). This
opinion is being rendered to you pursuant to Section 5(d) of the Purchase
Agreement. The Purchase Agreement, the Indenture (including the Guarantees set
forth therein), the Securities and the Registration Rights Agreement (as defined
in the Purchase Agreement) are sometimes referred to herein collectively as the
"Transaction Documents." Other capitalized terms used herein without definition
have the meanings assigned to them in the Purchase Agreement.

            As such counsel, we have made such legal and factual examinations
and inquiries as we have deemed necessary or appropriate for purposes of this
opinion, including a review of the Offering Memorandum, the Securities, the
Indenture (including the Guarantees set forth therein), the Registration Rights
Agreement and the Purchase Agreement. In our examination, we have assumed the
genuineness of all signatures, the authenticity of all documents submitted to us
as originals, and the conformity to authentic original documents of all
documents submitted to us as copies. As to facts material to the opinions,
statements and assumptions expressed herein, we have, with your consent, relied
upon oral or written statements and representations of officers and other
representatives of the Company, the Guarantors and others. In addition, we


                                       1
<PAGE>   112
have obtained and relied upon such certificates and assurances from public
officials as we have deemed necessary.

            We are opining herein as to the effect on the subject transaction
only of the federal laws of the United States, 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 certain laws and
regulations applicable to the Company are addressed in the opinions or
statements of belief of R. Jeffrey Bixler and Reed Smith LLP of even date
herewith, which have separately been provided to you, and we express no opinion
or belief with respect to those matters except as expressly set forth herein.

            The opinions expressed herein apply only to the Company and the
following subsidiaries of the Company: (i) HCRC Inc., a Delaware corporation,
Manor Care of America, Inc., a Delaware corporation, and ManorCare Health
Services, Inc., a Delaware corporation, together, the "Delaware Significant
Subsidiaries"; and (ii) HCR Information Corporation, an Ohio corporation,
Health Care and Retirement Corporation of America, an Ohio corporation, HCR
Home Health Care and Hospice Inc., an Ohio corporation, HCR Rehabilitation
Corp., an Ohio corporation, Heartland Rehabilitation Services, Inc., an Ohio
corporation, and Heartland Medical Information Services, Inc., an Ohio
corporation, together, the "Ohio Significant Subsidiaries."  The Ohio
Significant Subsidiaries and the Delaware Significant Subsidiaries are
referred to herein, together, as the "Significant Subsidiaries."

            Subject to the foregoing and the other matters set forth herein, it
is our opinion that, as of the date hereof:

      1.    The Indenture, including the Guarantees set forth therein, has been
duly authorized, executed and delivered by the Company and each of the Delaware
Significant Subsidiaries and, assuming the power of, and the due authorization,
execution and delivery of the Indenture by, the Ohio Significant Subsidiaries,
constitutes a legally valid and binding agreement of the Company and each of the
Significant Subsidiaries, enforceable against the Company and each of the
Significant Subsidiaries in accordance with its terms. The Indenture conforms in
all material respects to the description thereof contained in the Offering
Memorandum and with the requirements of the Trust Indenture Act and the rules
and regulations of the Securities and Exchange Commission applicable to an
indenture that is qualified thereunder.

      2.    The Registration Rights Agreement has been duly authorized, executed
and delivered by the Company and each of the Delaware Significant Subsidiaries
and, assuming the power of, and the due authorization, execution and delivery of
the Registration Rights Agreement by, the Ohio Significant Subsidiaries,
constitutes a legally valid and binding agreement of the Company and each of the
Significant Subsidiaries, enforceable against the Company and each of the
Significant Subsidiaries in accordance with its terms. The Registration Rights
Agreement conforms in all material respects to the description thereof contained
in the Offering Memorandum.

      3.    The Securities have been duly authorized by the Company, and when
executed, issued and authenticated in accordance with the terms of the Indenture
and delivered to and paid for by you in accordance with the terms of the
Purchase Agreement and assuming the power of, and the due authorization,
execution and delivery of the Indenture by, the Ohio Significant Subsidiaries,
the Securities will be legally valid and binding obligations of the Company


                                       2
<PAGE>   113
enforceable in accordance with their terms and the Guarantees as set forth in
the Indenture will be the legally valid and binding obligation of each of the
Significant Subsidiaries, enforceable in accordance with their terms.

      4.    The Exchange Securities have been duly authorized by the Company
and, when executed, issued, authenticated and delivered against payment therefor
in accordance with the terms of the Indenture and the Registration Rights
Agreement and assuming the power of, and the due authorization, execution and
delivery of the Indenture by, the Ohio Significant Subsidiaries, the Exchange
Securities will be legally valid and binding obligations of the Company
enforceable in accordance with their terms and the Guarantees as set forth in
the Indenture will be the legally valid and binding obligation of each of the
Significant Subsidiaries, enforceable in accordance with their terms.

      5.    Assuming the accuracy of the representations, warranties and
agreements of the Company and each of the Guarantors and of the Initial
Purchasers contained in the Purchase Agreement, no registration of the
Securities under the Securities Act, and no qualification of the Indenture under
the Trust Indenture Act, is required for the purchase of the Securities,
together with the related Guarantees, by you or the initial resale of the
Securities, and the related Guarantees, by you to Qualified Institutional Buyers
or to purchasers in compliance with Regulation S, in each case, in the manner
contemplated by the Purchase Agreement and the Offering Memorandum. We express
no opinion, however, as to when or under what circumstances any Securities
initially sold by you may be reoffered or resold.

      6.    We have reviewed the statements in the Offering Memorandum under the
heading "Certain Federal Income Tax Considerations," to the extent that they
constitute summaries of matters of law or regulation or legal conclusions, and
such statements fairly summarize the matters described therein in all material
respects.

            In addition, we have participated in conferences with officers and
other representatives of the Company, counsel to the Company, representatives of
the independent public accountants for the Company, and your representatives, at
which the contents of the Preliminary Offering Memorandum and the Offering
Memorandum and any amendments or supplements thereto and related matters were
discussed and, although we are not passing upon, and do not assume any
responsibility (except to the extent set forth in paragraphs 1 and 2) for, the
accuracy, completeness or fairness of the statements contained in the Offering
Memorandum or any amendments or supplements thereto and have not made any
independent check or verification thereof, during the course of such
participation, no facts came to our attention that caused us to believe that the
Offering Memorandum or any amendment or supplement thereto, as of its date or as
of the date hereof, contained or contains an untrue statement of a material fact
or omitted or omits to state a material fact necessary to make the statements
therein, in the light of the circumstances under which they were made, not
misleading, it being understood that we express no belief with respect to (i)
the financial statements or other financial data included in, or omitted from,
the Offering Memorandum, (ii) Health Care Laws (as defined in the opinion of
Reed Smith LLP of even date herewith) and the legal matters, documents and
proceedings relating to such Health Care Laws and (iii) statutes, ordinances,
administrative decisions, rules or regulations of counties, towns,
municipalities or special political subdivisions relating to long-term care
facilities (including nursing facilities, skilled nursing facilities and
assisted living facilities), home health agencies, hospices and acute care
hospitals.

            The opinions rendered in paragraphs 1, 2, 3 and 4 relating to the
enforceability of the Indenture (including the Guarantees set forth therein),
the Registration Rights Agreement, the


                                       3
<PAGE>   114
Securities and the Exchange Securities, respectively, are subject to the
following exceptions, limitations and qualifications: (i) applicable bankruptcy,
insolvency, fraudulent conveyance, reorganization, moratorium and other similar
laws affecting creditors' rights generally and by general equitable principles
(whether considered in a proceeding in equity or at law) and (ii) exclusively
with respect to paragraph 2, 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.

            We have not been requested to express and, with your knowledge and
consent, do not render any opinion as to the applicability to the obligations of
(i) the Company under the Indenture and the Securities or (ii) the Significant
Subsidiaries under the Indenture (including the Guarantees set forth therein) of
Section 548 of the United States Bankruptcy Code or applicable state law
(including, without limitation, Article 10 of the New York Debtor and Creditor
Law) relating to fraudulent transfers and obligations.

            To the extent that the obligations of the Company and the
Significant Subsidiaries under the Transaction Documents may be dependent upon
such matters, we have assumed for purposes of this opinion that (i) each of the
Initial Purchasers and the Trustee (a) is duly organized, validly existing and
in good standing under the laws of its jurisdiction of organization; (b) has the
requisite organizational and legal power and authority to perform its
obligations under each of the Transaction Documents to which it is a party; (c)
is duly qualified to engage in the activities contemplated by each such
Transaction Document; and (d) has duly authorized, executed and delivered each
such Transaction Document; (ii) with respect to each of the Initial Purchasers
and the Trustee, each Transaction Document to which it is a party constitutes
its legally valid and binding agreement, enforceable against it in accordance
with its terms; and (iii) the Trustee is in compliance, generally and with
respect to acting as Trustee under the Indenture, with all applicable laws and
regulations.

            This opinion is rendered only to you and is solely for your benefit
in connection with the transactions covered hereby. This opinion may not be
relied upon by you for any other purpose, or furnished to, quoted to, or relied
upon by any other person, firm or corporation for any purpose, without our prior
written consent.

                                    Very truly yours,


                                       4
<PAGE>   115
                                                                       ANNEX B-2


                     [Form of Opinion of R. Jeffrey Bixler]
<PAGE>   116
                        [MANOR CARE, INC. LETTERHEAD]




                                  March 8, 2001







JPMorgan, a division of Chase Securities Inc.
Merrill Lynch, Pierce, Fenner & Smith Incorporated
Banc of America Securities LLC
UBS Warburg LLC

  c/o  Chase Securities Inc.
       270 Park Avenue, 4th Floor
       New York, New York 10017

            Re:   $200,000,000 8% Senior Notes Due 2008
                  of Manor Care, Inc.

Ladies and Gentlemen:

            I am Vice President and General Counsel of Manor Care, Inc. and
represented it in connection with the sale to you on the date hereof by Manor
Care, Inc., a Delaware corporation (the "Company"), of $200,000,000 in aggregate
principal amount of the Company's 8% Senior Notes Due 2008 (the "Securities")
and the guarantee of the Securities pursuant to the Indenture (as defined below)
(the "Guarantees") by the Guarantors, as defined in the Purchase Agreement (the
"Guarantors"), pursuant to a Purchase Agreement, dated March 1, 2001 (the
"Purchase Agreement"), among you, the Company and the Guarantors. The Securities
and the Guarantees are being issued pursuant to an Indenture, dated the date
hereof (the "Indenture"), among the Company, the Guarantors and National City
Bank, as trustee (the "Trustee"). This opinion is being rendered to you pursuant
to Section 5(e) of the Purchase Agreement. The Purchase Agreement, the Indenture
(including the Guarantees set forth therein), the Securities and the
Registration Rights Agreement (as defined in the Purchase Agreement) are
sometimes referred to herein collectively as the "Transaction Documents." Other
capitalized terms used herein without definition have the meanings assigned to
them in the Purchase Agreement.

            As such counsel, I have made such legal and factual examinations and
inquiries as I have deemed necessary or appropriate for purposes of this
opinion. In my examination, I have assumed the genuineness of all signatures,
the authenticity of all documents submitted to me as originals, and the
conformity to authentic original documents of all documents submitted to me as
copies. In addition, I have obtained and relied upon certificates and assurances
from public officials as I have deemed necessary.


                                       1
<PAGE>   117
            Various issues concerning certain laws and regulations applicable to
the Company are addressed in the opinions of Latham & Watkins and Reed Smith LLP
of even date herewith, which have separately been provided to you, and I express
no opinion or belief with respect to those matters except as expressly set forth
herein.

            Subject to the foregoing and the other matters set forth herein, it
is my opinion that, as of the date hereof:

      7.    Each of the Company and each of its subsidiaries has been duly
incorporated or formed, as the case may be, and is validly existing as a
corporation, limited liability company, partnership or limited partnership, as
the case may be, in good standing under the laws of its respective jurisdiction
or incorporation or formation as the case may be, is duly qualified to do
business and is in good standing as a foreign corporation, limited liability
company, partnership or limited partnership, as the case may be, in each
jurisdiction in which its ownership or lease of property or the conduct of its
respective businesses requires such qualification, and has all power and
authority necessary to own or hold its respective properties and to conduct the
businesses in which it is engaged (except where the failure to so qualify or
have such power or authority would not, singularly or in the aggregate, have a
Material Adverse Effect).

      8.    The Company has an authorized capitalization as set forth in the
Offering Memorandum, and all of the outstanding shares of capital stock of the
Company have been duly and validly authorized and issued and are fully paid and
non-assessable; except as described on Schedule 2 of the Purchase Agreement, all
of the issued Shares of capital stock of each subsidiary of the Company have
been duly and validly authorized and issued, are fully paid and non-assessable
and other than as set forth or contemplated in the Offering Memorandum, are
owned directly or indirectly by the Company, free and clear of any lien, charge,
encumbrance, security interest, restriction upon voting or transfer or any other
claim of any third party.

      9.    The descriptions in the Offering Memorandum of statutes, legal and
governmental proceedings and contracts and other documents except for the
matters addressed in the Reed Smith LLP opinion, to which I am not opining, are
accurate in all material respects; and I do not have actual knowledge of any
current or pending legal or governmental actions, suits or proceedings which
would be required to be described in the Offering Memorandum if the Offering
Memorandum were a prospectus included in a registration statement on Form S-1
which are not described as so required.

      10.   The Company and each of the Guarantors has full right, power and
authority to execute and deliver each of the Transaction Documents and to
perform their respective obligations thereunder, and all corporate, partnership
or limited liability company action required to be taken for the due and proper
authorization, execution and delivery of each of the Transaction Documents and
the consummation of the transactions contemplated thereby by the Company and
each of the Guarantors have been duly and validly taken.

      11.   The Purchase Agreement has been duly authorized, executed and
delivered by the Company and each of the Guarantors and constitutes a valid and
legally binding agreement of the Company and each of the Guarantors enforceable
against the Company and each of the Guarantors in accordance with its terms.

      12.   The execution, delivery and performance by the Company and each of
the Guarantors of each of the Transaction Documents, the issuance,
authentication, sale and delivery of the Securities, the issuance of the
Guarantees and compliance by the Company and each of the


                                       2
<PAGE>   118
Guarantors with the terms thereof and the consummation of the transactions
contemplated by the Transaction Documents will not conflict with or result in a
breach or violation of any of the terms or provisions of, or constitute a
default under, or result in the creation or imposition of any lien, charge or
encumbrance upon any property or assets of the Company or any of its
subsidiaries pursuant to, any material indenture, mortgage, deed of trust, loan
agreement or other material agreement or instrument to which the Company or any
of its subsidiaries is a party or by which the Company or any of its
subsidiaries is bound or to which any of the property or assets of the Company
or any of its subsidiaries is subject, nor will such actions result in any
violation of the provisions of the charter or by-laws (or other comparable
organizational documents) of the Company or any of its subsidiaries or any
statute or any judgment, order, decree, rule or regulation of any court or
arbitrator or governmental agency or body having jurisdiction over the Company
or any of its subsidiaries or any of their properties or assets; and no consent,
approval, authorization or order of, or filing or registration with, any such
court or arbitrator or governmental agency or body under any such statute,
judgment, order, decree, rule or regulation is required for the execution,
delivery and performance by the Company and each of the Guarantors of each of
the Transaction Documents, the issuance, authentication, sale and delivery of
the Securities, the issuance of the Guarantees and compliance by the Company and
each of the Guarantors with the terms thereof and the consummation of the
transactions contemplated by the Transaction Documents, except for such
consents, approvals, authorizations, filings, registrations or qualifications
(i) which have been obtained or made prior to the Closing Date and (ii) as may
be required to be obtained or made under the Securities Act and applicable state
securities laws as provided in the Registration Rights Agreement.

      13.   Except as otherwise disclosed in the Offering Memorandum, to the
best of my knowledge, there are no pending actions or suits or judicial,
arbitral, rule-making, administrative or other proceedings to which the Company
or any of the Guarantors is a party or of which any property or assets of the
Company or any of the Guarantors is the subject which (i) singularly or in the
aggregate, if determined adversely to the Company or any of the Guarantors,
could reasonably be expected to have a Material Adverse Effect or (ii) questions
the validity or enforceability of any of the Transaction Documents or any action
taken or to be taken thereto; and, except as otherwise disclosed in the Offering
Memorandum, to the best of my knowledge, no such proceedings are threatened or
contemplated by governmental authorities or threatened by others.

      14.   Neither the Company nor any of the Guarantors is (i) in violation of
its charter or by-laws (or other comparable organizational documents), (ii) in
default, and no event has occurred which, with notice or lapse of time or both,
would constitute such a default, in the due performance or observance of any
term, covenant or condition contained in any material indenture, mortgage, deed
of trust, loan agreement or other material agreement or instrument to which it
is a party or by which it is bound or to which any of its property or assets is
subject, which, singularly or in the aggregate, could reasonably be expected to
have a Material Adverse Effect, or (iii) in violation of any law, ordinance,
governmental rule, regulation or court decree to which it or its property or
assets may be subject which, singularly or in the aggregate, could reasonably be
expected to have a Material Adverse Effect.

            In addition, I have participated in conferences with officers and
other representatives of the Company, counsel to the Company, representatives of
the independent public accountants for the Company, and your representatives, at
which the contents of the Preliminary Offering Memorandum and the Offering
Memorandum and any amendments or supplements thereto and related matters were
discussed and, although I am not passing upon, and


                                       3
<PAGE>   119
do not assume any responsibility (except to the extent set forth in paragraph 3)
for, the accuracy, completeness or fairness of the statements contained in the
Offering Memorandum or any amendments or supplements thereto and have not made
any independent check or verification thereof, during the course of such
participation, no facts came to my attention that caused me to believe that the
Offering Memorandum or any amendment or supplement thereto, as of its date,
contained or contains an untrue statement of a material fact or omitted or omits
to state a material fact necessary to make the statements therein, in the light
of the circumstances under which they were made, not misleading, it being
understood that I express no belief with respect to (i) the financial statements
or other financial data included in, or omitted from, the Offering Memorandum
and (ii) Health Care Laws (as defined in the opinion of Reed Smith LLP of even
date herewith) and the legal matters, documents and proceedings relating to such
Health Care Laws, but do express a belief with respect to statutes, ordinances,
administrative decisions, rules and regulations of counties, towns,
municipalities and special political subdivisions relating to long-term care
facilities (including nursing facilities, skilled nursing facilities and
assisted living facilities), home health agencies, hospices and acute care
hospitals.

            The opinions rendered in paragraph 5, relating to the enforceability
of the Purchase Agreement, is subject to the following exceptions, limitations
and qualifications: (i) applicable bankruptcy, insolvency, fraudulent
conveyance, reorganization, moratorium and other similar laws affecting
creditors' rights generally and by general equitable principles (whether
considered in a proceeding in equity or at law) and (ii) 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 that the obligations of the Company and its
subsidiaries under the Transaction Documents may be dependent upon such matters,
I have assumed for purposes of this opinion that (i) each of the Initial
Purchasers and the Trustee (a) is duly organized, validly existing and in good
standing under the laws of its jurisdiction of organization; (b) has the
requisite organizational and legal power and authority to perform its
obligations under each of the Transaction Documents to which it is a party; (c)
is duly qualified to engage in the activities contemplated by each such
Transaction Document; and (d) has duly authorized, executed and delivered each
such Transaction Document; (ii) with respect to each of the Initial Purchasers
and the Trustee, each Transaction Document to which it is a party constitutes
its legally valid and binding agreement, enforceable against it in accordance
with its terms; and (iii) the Trustee is in compliance, generally and with
respect to acting as Trustee under the Indenture, with all applicable laws and
regulations.

            This opinion and statements of belief are rendered only to you and
are solely for your benefit in connection with the transactions covered hereby.
This opinion and statements of belief may not be relied upon by you for any
other purpose, or furnished to, quoted to, or relied upon by any other person,
firm or corporation for any purpose, without my prior written consent.

                                    Very truly yours,


                                       4
<PAGE>   120
                                                                       ANNEX B-3


                       [Form of Opinion of Reed Smith LLP]
<PAGE>   121
                                 REED SMITH LLP

                                  March 8, 2001




JPMorgan, a division of Chase Securities Inc.
Merrill Lynch, Pierce, Fenner & Smith Incorporated
Banc of America Securities LLC
UBS Warburg LLC

  c/o  Chase Securities Inc.
       270 Park Avenue, 4th Floor
       New York, New York 10017

            Re:   $200,000,000 8% Senior Notes Due 2008
                  of Manor Care, Inc.

Ladies and Gentlemen:

            We have acted as special health care regulatory counsel to Manor
Care, Inc. in connection with the sale to you on the date hereof by Manor Care,
Inc., a Delaware corporation (the "Company"), of $200,000,000 in aggregate
principal amount of the Company's 8% Senior Notes Due 2008 (the "Securities")
and the guarantee of the Securities pursuant to the Indenture (as defined below)
(the "Guarantees") by the Guarantors, as defined in the Purchase Agreement (the
"Guarantors"), pursuant to a Purchase Agreement, dated March 1, 2001 (the
"Purchase Agreement"), among you, the Company and the Guarantors. The Securities
and the Guarantees are being issued pursuant to an Indenture, dated the date
hereof (the "Indenture"), among the Company, the Guarantors and National City
Bank, as trustee (the "Trustee"). This opinion is being rendered to you pursuant
to Section 5(f) of the Purchase Agreement. The Purchase Agreement, the Indenture
(including the Guarantees set forth therein), the Securities and the
Registration Rights Agreement (as defined in the Purchase Agreement) are
sometimes referred to herein collectively as the "Transaction Documents." Other
capitalized terms used herein without definition have the meanings assigned to
them in the Purchase Agreement.

            For purposes of issuing this opinion letter, we have been requested
to review the Offering Memorandum dated March 1, 2001 relating to the Securities
and specifically those sections of the Offering Memorandum describing Health
Care Laws. For purposes of this opinion letter, "Health Care Laws" means
statutes, judicial rulings and decrees, and administrative or governmental
regulations regulating long-term care facilities (including nursing facilities,
skilled nursing facilities and assisted living facilities), home health
agencies, hospices and acute care hospitals of the United States and of the
states in which the Company and its subsidiaries operate, including, but not
limited to, the Health Insurance Portability and Accountability Act of 1996;
Titles XVIII and XIX of the Social Security Act, 42 U.S.C. Section 1395 et seq.
and Section 1396 et seq., the federal anti-kickback statute, 42 U.S.C. Section
1320a-7b(b); the civil monetary penalties law, 42 U.S.C. Section 1320a-7a; the
False Claims Act, 31 U.S.C.. Sections 3729-3733; the physician
self-referral law, 42 U.S.C. Section 1395nn, and state licensure and other state
laws, but specifically excluding statutes, ordinances, administrative decisions,
rules or regulations of counties, towns, municipalities or special political
subdivisions to the extent that they deal with any of the foregoing. Further, we
have not examined or otherwise considered, and this opinion


                                       1
<PAGE>   122
letter does not address, any other laws or questions of law, statutes,
ordinances, rules or regulations other than the Health Care Laws.

            We have made such legal and factual examinations and inquiries as we
have deemed necessary or appropriate for purposes of this opinion. In our
examination, we have assumed the genuineness of all signatures, the authenticity
of all documents submitted to us as originals, and the conformity to authentic
original documents of all documents submitted to us as copies. As to facts
material to the opinions, statements and assumptions expressed herein, we have,
with your consent, relied upon oral or written statements and representations of
officers and other representatives of the Company, the Guarantors and others. In
addition, we have obtained and relied upon such certificates and assurances from
public officials as we have deemed necessary.

            Based upon, subject to and limited by the foregoing and the
exceptions and limitations set forth below, it is our opinion that, as of the
date hereof, the descriptions in the Offering Memorandum of statutes and
amendments or proposed amendments thereto, proposed legislation, legal and
governmental proceedings and contracts and other documents, insofar as such
descriptions constitute summaries of the Health Care Laws and the legal matters,
documents and proceedings relating to such Health Care Laws, are accurate in all
material respects . Furthermore, we do not have actual knowledge of any current
or pending legal or governmental actions, suits or proceedings arising under or
pursuant to a Health Care Law, to which the Company or any subsidiary is a
party, which would be required to be described in the Offering Memorandum if the
Offering Memorandum were a prospectus included in a registration statement on
Form S-1 which are not described as so required.

            In addition, we have participated in conferences with officers and
other representatives of the Company, counsel to the Company, representatives of
the independent public accountants for the Company, and your representatives, at
which the contents of the Preliminary Offering Memorandum and the Offering
Memorandum and any amendments or supplements thereto and related matters were
discussed and, although we are not passing upon, and do not assume any
responsibility (except to the extent set forth in the immediately preceding
paragraph) for, the accuracy, completeness or fairness of the statements
contained in the Offering Memorandum or any amendments or supplements thereto
and have not made any independent check or verification thereof, during the
course of such participation, no facts came to our attention that caused us to
believe that the Offering Memorandum or any amendment or supplement thereto, as
of its date or as of the date hereof, with respect to Health Care Laws and the
legal matters, documents and proceedings relating to such Health Care Laws,
contained or contains an untrue statement of a material fact or omitted or omits
to state a material fact necessary to make the statements therein with respect
to Health Care Laws, in the light of the circumstances under which they were
made, not misleading (it being understand that we express no belief with respect
to the financial statements or other financial data included in, or omitted
from, the Offering Memorandum).

            The foregoing opinions are subject to the following additional
assumptions, exceptions, limitations and qualifications: We are members of the
Bar of the District of Columbia and do not hold ourselves out as experts on the
general laws of any other state. We do, however, as a practice area of
specialization, provide legal representation to companies such as and including
the Company with respect to the laws and regulations of states which directly or
indirectly impact upon the provision of health care services. Therefore, this
opinion does not relate to the laws of any other state other than the District
of Columbia except certain state and


                                       2
<PAGE>   123
federal regulatory laws that are specifically relevant to the rendering of this
opinion and which specifically apply to the nature and scope of the Company's
business. Any opinion herein as to the laws of other states is based solely on
the latest compilations of the relevant statutes and case law of other states
available to us through online services and compilations.

            The opinions in this letter are limited to the matters set forth
herein, no opinion may be inferred or implied beyond the opinions expressly
stated in this letter, and our opinions must be read in conjunction with the
assumptions, limitations, exceptions and qualifications set forth in this
letter. We assume no obligation to update this opinion letter to advise you of
any change in facts or laws subsequent to the date hereof.

            This opinion and statements of belief are rendered only to you and
are solely for your benefit in connection with the transactions covered hereby.
This opinion and statements of belief may not be relied upon by you for any
other purpose, or furnished to, quoted to, or relied upon by any other person,
firm or corporation for any purpose, without our prior written consent.

                                    Very truly yours,



                                    REED SMITH LLP


                                       3