exv4w3



 






Exhibit 4.3




$400,000,000




MANOR CARE, INC.




2.125% Convertible Senior Notes Due 2035




Registration Rights Agreement




August 1, 2005                    




J.P. Morgan Securities Inc.

270 Park Avenue

New York, New York 10017


Ladies and Gentlemen:




          Manor Care, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to J.P.
Morgan Securities Inc. (“JPMorgan”) and the other initial purchasers named therein (collectively,
with JPMorgan, the “Initial Purchasers”), upon the terms and subject to the conditions set forth in
a purchase agreement dated July 26, 2005 (the “Purchase Agreement”), $400,000,000 aggregate
principal amount of its 2.125% Convertible Senior Notes due 2035 (the “Notes”) to be jointly and
severally guaranteed (the “Guarantees”) by the subsidiaries of the Company listed on Schedule 1 and
signatories hereto (collectively, the “Guarantors”). Capitalized terms used but not defined herein
shall have the meanings given to such terms in the Purchase Agreement.




          As an inducement to the Initial Purchasers to enter into the Purchase Agreement and in
satisfaction of a condition to the obligations of the Initial Purchasers thereunder, the Company
and the Guarantors agree with the Initial Purchasers, for the benefit of the holders (including the
Initial Purchasers) of the Notes and the Shares (as defined below) (collectively, the “Holders”),
as follows:





	 	1.	 	Certain Definitions.





     For purposes of this Registration Rights Agreement, the following terms shall have the
following meanings:




     (a) “Additional Interest” has the meaning assigned thereto in Section 2(d).




     (b) “Additional Interest Payment Date” has the meaning assigned thereto in Section
2(d).




     (c) “Agreement” means this Registration Rights Agreement, as the same may be amended
from time to time pursuant to the terms hereof.



 









 






     (d) “Closing Date” means the date on which any Notes are initially issued.




     (e) “Commission” means the Securities and Exchange Commission, or any other federal
agency at the time administering the Exchange Act or the Securities Act, whichever is the
relevant statute for the particular purpose.




     (f) “Company” has the meaning specified in the first paragraph of this Agreement.




     (g) “Deferral Notice” has the meaning assigned thereto in Section 3(b).




     (h) “Deferral Period” has the meaning assigned thereto in Section 3(b).




     (i) “Effective Period” has the meaning assigned thereto in Section 2(a).




     (j) “Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules
and regulations promulgated thereunder.




     (k) “Guarantees” has the meaning specified in the first paragraph of this Agreement.




     (l) “Holder” means each holder, from time to time, of Registrable Securities (including
the Initial Purchasers).




     (m) “Indenture” means the Indenture dated as of August 1, 2005, among the Company, the
Guarantors and Wachovia Bank, National Association, as Trustee pursuant to which the Notes
and the Guarantees are being issued.




     (n) “Initial Placement” means the initial placement of the Notes pursuant to the terms
of the Purchase Agreement.




     (o) “Initial Purchasers” has the meaning specified in the first paragraph of this
Agreement.




     (p) “Material Event” has the meaning assigned thereto in Section 3(a)(iv).




     (q) “Majority Holders” shall mean, on any date, holders of the majority of the Shares
constituting Registrable Securities; for the purposes of this definition, Holders of Notes
constituting Registrable Securities shall be deemed to be the Holders of the number of
Shares into which such Notes are or would be convertible as of such date.




     (r) “NASD” shall mean the National Association of Securities Dealers, Inc.



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     (s) “NASD Rules” shall mean the Conduct Rules and the By-Laws of the NASD.




     (t) “Notes” means the 2.125% Convertible Senior Notes Due 2035, to be issued under the
Indenture and sold by the Company to the Initial Purchasers.




     (u) “Notice and Questionnaire” means a written notice delivered to the Company
containing substantially the information called for by the Form of Selling Securityholder
Notice and Questionnaire attached as Annex A to the Offering Memorandum.




     (v) “Notice Holder” means, on any date, any Holder that has delivered a Notice and
Questionnaire to the Company on or prior to such date.




     (w) “Offering Memorandum” means the Offering Memorandum dated July 26, 2005 relating to
the offer and sale of the Securities.




     (x) “Person” means a corporation, association, partnership, organization, business,
individual, government or political subdivision thereof or governmental agency.




     (y) “Prospectus” means the prospectus included in any Shelf Registration Statement, as
amended or supplemented by any amendment or prospectus supplement, including post-effective
amendments, and all materials incorporated by reference or explicitly deemed to be
incorporated by reference in such Prospectus.




     (z) “Purchase Agreement” has the meaning specified in the first paragraph of this
Agreement.




     (aa) “Registrable Securities” means the Securities; provided, however, that such
Securities shall cease to be Registrable Securities when (i) in the circumstances
contemplated by Section 2(a), a registration statement registering such Securities under the
Securities Act has been declared or becomes effective and such Securities have been sold or
otherwise transferred by the Holder thereof pursuant to such effective registration
statement; (ii) such Securities are sold pursuant to Rule 144 under circumstances in which
any legend borne by such Securities relating to restrictions on transferability thereof,
under the Securities Act or otherwise, is removed or such Securities are eligible to be sold
pursuant to Rule 144(k) or any successor provision; or (iii) such Securities shall cease to
be outstanding (including, in the case of the Notes, upon conversion into Shares).




     (bb) “Registration Default” has the meaning assigned thereto in Section 2(d).



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     (cc) “Registration Expenses” has the meaning assigned thereto in Section 5.




     (dd) “Rule 144,” “Rule 405” and “Rule 415” means, in each case, such rule as
promulgated under the Securities Act.




     (ee) “Securities” means, collectively, the Notes and the Shares.




     (ff) “Securities Act” means the Securities Act of 1933, as amended, and the rules and
regulations promulgated thereunder.




     (gg) “Shares” means the shares of common stock of the Company, par value $0.01 per
share, into which the Notes are convertible or that have been issued upon any conversion
from Notes into common stock of the Company.




     (hh) “Shelf Registration Statement” means the shelf registration statement referred to
in Section 2(a), as amended or supplemented by any amendment or supplement, including
post-effective amendments, and all materials incorporated by reference or explicitly deemed
to be incorporated by reference in such Shelf Registration Statement.




     (ii) “Special Counsel” shall have the meaning assigned thereto in Section 5.




     (jj) “Trust Indenture Act” means the Trust Indenture Act of 1939, or any successor
thereto, and the rules, regulations and forms promulgated thereunder, all as the same shall
be amended from time to time.




     (kk) “Trustee” shall have the meaning assigned such term in the Indenture.



     Unless the context otherwise requires, any reference herein to a “Section” or “clause” refers
to a Section or clause, as the case may be, of this Agreement, and the words “herein,” “hereof” and
“hereunder” and other words of similar import refer to this Agreement as a whole and not to any
particular Section or other subdivision. Unless the context otherwise requires, any reference to a
statute, rule or regulation refers to the same (including any successor statute, rule or regulation
thereto) as it may be amended from time to time.




	 	2.	 	Registration Under the Securities Act.






     (a) The Company and the Guarantors agree to file under the Securities Act as promptly
as practicable but in any event within 90 days after the Closing Date a shelf registration
statement providing for the registration of, and the sale on a continuous or delayed basis
by the Holders of, all of the Registrable Securities, pursuant to Rule 415 or any similar
rule that may be adopted by the



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Commission. The Company and the Guarantors agree to use their reasonable efforts to
cause the Shelf Registration Statement to become or be declared effective within 180 days
after the Closing Date and to keep such Shelf Registration Statement continuously effective
until the earlier of (i) the second anniversary of the Closing Date or (ii) such time as
there are no longer any Registrable Securities outstanding (the “Effective Period”). None
of the Company’s securityholders or the Guarantors’ securityholders (other than Holders of
Registrable Securities) shall have the right to include any of the Company’s securities or
the Guarantors’ securities in the Shelf Registration Statement.




     (b) The Company and the Guarantors further agree that they shall cause the Shelf
Registration Statement and the related Prospectus and any amendment or supplement thereto,
as of the effective date of the Shelf Registration Statement or such amendment or
supplement, (i) to comply in all material respects with the applicable requirements of the
Securities Act; and (ii) not to contain any untrue statement of a material fact or omit to
state a material fact required to be stated therein or necessary in order to make the
statements therein (in the case of the Prospectus, in the light of the circumstances under
which they were made) not misleading, and the Company and the Guarantors agree to furnish to
the Holders of the Registrable Securities copies of any supplement or amendment prior to its
being used or promptly following its filing with the Commission; provided, however, that the
Company shall have no obligation to deliver to Holders of Registrable Securities copies of
any amendment consisting exclusively of an Exchange Act report or other Exchange Act filing
otherwise publicly available on the Company’s website. If the Shelf Registration Statement,
as amended or supplemented from time to time, ceases to be effective for any reason at any
time during the Effective Period (other than because all Registrable Securities registered
thereunder shall have been sold pursuant thereto or shall have otherwise ceased to be
Registrable Securities), the Company and the Guarantors shall use their reasonable best
efforts to obtain the prompt withdrawal of any order suspending the effectiveness thereof.




     (c) Each Holder of Registrable Securities agrees that if such Holder wishes to sell
Registrable Securities pursuant to the Shelf Registration Statement and related Prospectus,
it will do so only in accordance with this Section 2(c) and Section 3(b). From and after
the date the Shelf Registration Statement is declared effective, the Company and the
Guarantors shall, as promptly as is practicable after the date a Notice and Questionnaire is
delivered, and in any event within five (5) Business Days after such date,




     (i) if required by applicable law, file with the Commission a post-effective
amendment to the Shelf Registration Statement or prepare and, if required by
applicable law, file a supplement to the related Prospectus or a supplement or
amendment to any document incorporated



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therein by reference or file any other required document so that the Holder
delivering such Notice and Questionnaire is named as a selling security holder in
the Shelf Registration Statement and the related Prospectus in such a manner as to
permit such Holder to deliver such Prospectus to purchasers of the Registrable
Securities in accordance with applicable law and, if the Company and the Guarantors
shall file a post-effective amendment to the Shelf Registration Statement, use their
reasonable efforts to cause such post-effective amendment to be declared effective
under the Securities Act as promptly as is practicable;




     (ii) provide such Holder copies of any documents filed pursuant to Section
2(c)(i); and




     (iii) notify such Holder as promptly as practicable after the effectiveness
under the Securities Act of any post-effective amendment filed pursuant to Section
2(c)(i);




provided that the Company shall not be required to make more than one such filing in any
calendar quarter in the form of a post-effective amendment to the Shelf Registration
Statement; provided, further, that if such Notice and Questionnaire is delivered during a
Deferral Period, the Company shall so inform the Holder delivering such Notice and
Questionnaire and shall take the actions set forth in clauses (i), (ii) and (iii) above upon
expiration of the Deferral Period in accordance with Section 3(b). Notwithstanding anything
contained herein to the contrary, the Company and the Guarantors shall be under no
obligation to name any Holder that is not a Notice Holder as a selling securityholder in any
Shelf Registration Statement or related Prospectus; provided, however, that any Holder that
becomes a Notice Holder pursuant to the provisions of this Section 2(c) (whether or not such
Holder was a Notice Holder at the time the Shelf Registration Statement was declared
effective) shall be named as a selling securityholder in the Shelf Registration Statement or
related Prospectus in accordance with the requirements of this Section 2(c).




     (d) If any of the following events (any such event a “Registration Default”) shall
occur, then additional interest (the “Additional Interest”) shall become payable jointly and
severally by the Company and the Guarantors to Holders in respect of the Notes as follows:




     (i) if the Shelf Registration Statement is not filed with the Commission within
90 days following the Closing Date, then commencing on the 91st day after the
Closing Date, Additional Interest shall accrue on the principal amount of the
outstanding Notes that are Registrable Securities at a rate of 0.25% per annum for
the first 90 days following such 91st day and at a rate of 0.5% per annum
thereafter; or



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     (ii) if the Shelf Registration Statement is not declared effective by the
Commission within 180 days following the Closing Date, then commencing on the
181st day after the Closing Date, Additional Interest shall accrue on the
principal amount of the outstanding Notes that are Registrable Securities at a rate
of 0.25% per annum for the first 90 days following such 181st day and at
a rate of 0.5% per annum thereafter; or




     (iii) if the Company or the Guarantors have failed to perform their obligations
set forth in Section 2(c) hereof within the time periods required therein, then
commencing on the first day after the date by which the Company and the Guarantors
were required to perform such obligations, Additional Interest shall accrue on the
principal amount of the outstanding Notes that are Registrable Securities at a rate
of 0.25% per annum for the first 90 days and at a rate of 0.5% per annum thereafter;




     (iv) if the Shelf Registration Statement has been declared effective but such
Shelf Registration Statement ceases to be effective at any time during the Effective
Period (other than pursuant to Section 3(b) hereof), then commencing on the day such
Shelf Registration Statement ceases to be effective, Additional Interest shall
accrue on the principal amount of the outstanding Notes that are Registrable
Securities at a rate of 0.25% per annum for the first 90 days following such date on
which the Shelf Registration Statement ceases to be effective and at a rate of 0.5%
per annum thereafter; or




     (v) if the aggregate duration of Deferral Periods in any period exceeds the
number of days permitted in respect of such period pursuant to Section 3(b) hereof,
then commencing on the day the aggregate duration of Deferral Periods in any period
exceeds the number of days permitted in respect of such period (and again on the
first day of any subsequent Deferral Period during such period), Additional Interest
shall accrue on the principal amount of the outstanding Notes that are Registrable
Securities at a rate of 0.25% per annum for the first 90 days and at a rate of 0.5%
per annum thereafter;




provided, however, that the Additional Interest rate on the Notes shall not exceed in the
aggregate 0.5% per annum and shall not be payable under more than one clause above for any
given period of time, except that if Additional Interest would be payable under more than
one clause above, but at a rate of 0.25% per annum under one clause and at a rate of 0.5%
per annum under the other, then the Additional Interest rate shall be the higher rate of
0.5% per annum; provided further, however, that (1) upon the filing of the Shelf
Registration Statement (in the case of clause (i) above), (2) upon the effectiveness of the
Shelf Registration Statement (in the case of clause (ii) above), (3) upon the performance by
the Company and the Guarantors of their obligations set forth in Section 2(c) hereof within
the time periods required therein (in the case of clause (iii) above), (4)



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upon the effectiveness of the Shelf Registration Statement which had ceased to remain
effective (in the case of clause (iv) above), (5) upon the termination of the Deferral
Period that caused the limit on the aggregate duration of Deferral Periods in a period set
forth in Section 3(b) to be exceeded (in the case of clause (v) above) or (6) upon the
termination of certain transfer restrictions on the Securities as a result of the
application of Rule 144(k) or any successor provision, Additional Interest on the Notes as a
result of such clause, as the case may be, shall cease to accrue.




          Additional Interest on the Notes, if any, will be payable in cash on February 1 and
August 1 of each year (the “Additional Interest Payment Date”) to holders of record of
outstanding Notes that are Registrable Securities on each preceding January 15 and July 15;
provided that in the case of an event of the type described in clause (iii) above, such
Additional Interest shall be paid only to the Holders that have delivered Notice and
Questionnaires that caused the Company and the Guarantors to incur the obligations set forth
in Section 2(c), the non-performance of which is the basis of such Registration Default;
provided further that any Additional Interest accrued with respect to any Notes or portion
thereof called for redemption on a redemption date or converted into Shares on a conversion
date prior to the Registration Default shall, in any such event, be paid instead to the
Holder who submitted such Notes or portion thereof for redemption or conversion on the
applicable redemption date or conversion date, as the case may be, on such date (or promptly
following the conversion date, in the case of conversion). Following the cure of all
Registration Defaults requiring the payment of Additional Interest to the Holders of Notes
that are Registrable Securities pursuant to this Section, the accrual of Additional Interest
will cease (without in any way limiting the effect of any subsequent Registration Default
requiring the payment of Additional Interest).




          The Company shall notify the Trustee immediately upon the happening of each and every
Registration Default. The Trustee shall be entitled, on behalf of Holders of Securities, to
seek any available remedy for the enforcement of this Agreement, including for the payment
of any Additional Interest. Notwithstanding the foregoing, the parties agree that the sole
monetary damages payable for a violation of the terms of this Agreement with respect to
which additional monetary amounts are expressly provided shall be as set forth in this
Section 2(d). Nothing shall preclude a Notice Holder or Holder of Registrable Securities
from pursuing or obtaining specific performance or other equitable relief with respect to
this Agreement.




	 	3.	 	Registration Procedures.





     The following provisions shall apply to the Shelf Registration Statement filed pursuant to
Section 2:



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     (a) The Company and the Guarantors shall:




     (i) prepare and file with the Commission a registration statement with respect
to the shelf registration on any form which may be utilized by the Company and the
Guarantors and which shall permit the disposition of the Registrable Securities in
accordance with the intended method or methods thereof, as specified in writing by
the Holders of the Registrable Securities, and use their reasonable efforts to cause
such registration statement to become effective in accordance with Section 2(a)
above;




     (ii) before filing any Shelf Registration Statement or Prospectus or any
amendments or supplements thereto with the Commission, furnish to the Initial
Purchasers copies of all such documents proposed to be filed and use reasonable
efforts to reflect in each such document when so filed with the Commission such
comments as the Initial Purchasers reasonably shall propose within three (3)
Business Days of the delivery of such copies to the Initial Purchasers;




     (iii) use their reasonable efforts to prepare and file with the Commission such
amendments and post-effective amendments to the Shelf Registration Statement and
file with the Commission any other required document as may be necessary to keep
such Shelf Registration Statement continuously effective until the expiration of the
Effective Period; cause the related Prospectus to be supplemented by any required
prospectus supplement, and as so supplemented to be filed pursuant to Rule 424 (or
any similar provisions then in force) under the Securities Act; and comply with the
provisions of the Securities Act applicable to it with respect to the disposition of
all Securities covered by such Shelf Registration Statement during the Effective
Period in accordance with the intended methods of disposition by the sellers thereof
set forth in such Shelf Registration Statement as so amended or such Prospectus as
so supplemented;




     (iv) promptly notify the Notice Holders of Registrable Securities (A) when such
Shelf Registration Statement or the Prospectus included therein or any amendment or
supplement to the Prospectus or post-effective amendment has been filed with the
Commission, and, with respect to such Shelf Registration Statement or any
post-effective amendment, when the same has become effective, (B) of any request,
following the effectiveness of the Shelf Registration Statement, by the Commission
or any other Federal or state governmental authority for amendments or supplements
to the Shelf Registration Statement or related Prospectus or for additional
information, (C) of the issuance by the Commission of any stop order suspending the
effectiveness of such Shelf Registration Statement or the initiation or written
threat of any proceedings



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for that purpose, (D) of the receipt by the Company or any Guarantor of any
notification with respect to the suspension of the qualification of the Registrable
Securities for sale in any jurisdiction or the initiation or written threat of any
proceeding for such purpose, (E) of the occurrence of (but not the nature of or
details concerning) any event or the existence of any fact (a “Material Event”) as a
result of which any Shelf Registration Statement shall contain any untrue statement
of a material fact or omit to state any material fact required to be stated therein
or necessary to make the statements therein not misleading, or any Prospectus shall
contain any untrue statement of a material fact or omit to state any material fact
required to be stated therein or necessary to make the statements therein, in the
light of the circumstances under which they were made, not misleading (provided,
however, that no notice by the Company shall be required pursuant to this clause (E)
in the event that the Company either promptly files a prospectus supplement to
update the Prospectus or a Form 8-K or other appropriate Exchange Act report that is
incorporated by reference into the Shelf Registration Statement, which, in either
case, contains the requisite information with respect to such Material Event that
results in such Shelf Registration Statement no longer containing any untrue
statement of material fact or omitting to state a material fact necessary to make
the statements contained therein not misleading), (F) of the determination by the
Company that a post-effective amendment to the Shelf Registration Statement will be
filed with the Commission, which notice may, at the discretion of the Company (or as
required pursuant to Section 3(b)), state that it constitutes a Deferral Notice, in
which event the provisions of Section 3(b) shall apply or (G) at any time when a
Prospectus is required to be delivered under the Securities Act, that the Shelf
Registration Statement, Prospectus, Prospectus amendment or supplement or
post-effective amendment does not conform in all material respects to the applicable
requirements of the Securities Act and the Trust Indenture Act and the rules and
regulations of the Commission thereunder;




     (v) prior to any public offering of the Registrable Securities pursuant to the
Shelf Registration Statement, use their reasonable best efforts to register or
qualify, or cooperate with the Notice Holders of Securities included therein and
their respective counsel in connection with the registration or qualification of,
such Securities for offer and sale under the securities or blue sky laws of such
jurisdictions as any such Notice Holders reasonably requests in writing and do any
and all other acts or things necessary or advisable to enable the offer and sale in
such jurisdictions of the Securities covered by the Shelf Registration Statement;
prior to any public offering of the Registrable Securities pursuant to the Shelf
Registration Statement, use its reasonable efforts to keep each such registration or
qualification (or exemption therefrom) effective during the



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Effective Period in connection with such Notice Holder’s offer and sale of
Registrable Securities pursuant to such registration or qualification (or exemption
therefrom) and do any and all other acts or things necessary or advisable to enable
the disposition in such jurisdictions of such Registrable Securities in the manner
set forth in the Shelf Registration Statement and the related Prospectus; provided
that the Company and the Guarantors will not be required to qualify generally to do
business in any jurisdiction where it is not then so qualified or to take any action
which would subject it to general service of process or to taxation in any such
jurisdiction where it is not then so subject;




     (vi) use its reasonable best efforts to prevent the issuance of, and if issued,
to obtain the withdrawal of any order suspending the effectiveness of the Shelf
Registration Statement or any post-effective amendment thereto, and to lift any
suspension of the qualification of any of the Registrable Securities for sale in any
jurisdiction in which they have been qualified for sale, in each case at the
earliest practicable date;




     (vii) upon reasonable notice, for a reasonable period prior to the filing of
the Shelf Registration Statement, and throughout the Effective Period, (i) make
reasonably available for inspection by a representative of, and Special Counsel
acting for, Majority Holders of the Securities being sold and any underwriter (and
its counsel) participating in any disposition of Securities pursuant to such Shelf
Registration Statement, all relevant financial and other records, pertinent
corporate documents and properties of the Company and its subsidiaries and (ii) use
reasonable best efforts to have their officers, directors, employees, accountants
and counsel supply all relevant information reasonably requested by such
representative, Special Counsel or any such underwriter in connection with such
Shelf Registration Statement;




     (viii) if requested by Majority Holders of the Securities being sold in an
underwriting, their Special Counsel or the managing underwriters (if any) in
connection with such Shelf Registration Statement, use their reasonable best efforts
to cause (i) their counsel to deliver an opinion relating to the Shelf Registration
Statement and the Securities in customary form, (ii) their officers to execute and
deliver all customary documents and certificates requested by the Majority Holders
of the Securities being sold, their Special Counsel or the managing underwriters (if
any) and (iii) their independent public accountants to provide a comfort letter or
letters in customary form, subject to receipt of appropriate documentation as
contemplated, and only if permitted, by Statement of Auditing Standards No. 72;




     (ix) if reasonably requested by the Initial Purchasers or any Notice Holder,
promptly incorporate in a prospectus supplement or post-



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effective amendment to the Shelf Registration Statement such information as the
Initial Purchasers or such Notice Holder shall, on the basis of a written opinion of
nationally-recognized counsel experienced in such matters, determine to be required
to be included therein by applicable law and make any required filings of such
prospectus supplement or such post-effective amendment; provided, that the Company
shall not be required to take any actions under this Section 3(a)(ix) that are not,
in the reasonable opinion of counsel for the Company, in compliance with applicable
law;




     (x) promptly furnish to each Notice Holder and the Initial Purchasers, upon
their request and without charge, at least one (1) conformed copy of the Shelf
Registration Statement and any amendments thereto, including financial statements
but excluding schedules, all documents incorporated or deemed to be incorporated
therein by reference and all exhibits; provided, however, that the Company shall
have no obligation to deliver to Notice Holders or Initial Purchasers a copy of any
amendment consisting exclusively of an Exchange Act report or other Exchange Act
filing otherwise publicly available on the Company’s website;




     (xi) during the Effective Period, deliver to each Notice Holder in connection
with any sale of Registrable Securities pursuant to the Shelf Registration
Statement, without charge, as many copies of the Prospectus relating to such
Registrable Securities (including each preliminary prospectus) and any amendment or
supplement thereto as such Notice Holder may reasonably request; and the Company
hereby consents (except during such periods that a Deferral Notice is outstanding
and has not been revoked) to the use of such Prospectus or each amendment or
supplement thereto by each Notice Holder in connection with any offering and sale of
the Registrable Securities covered by such Prospectus or any amendment or supplement
thereto in the manner set forth therein; and




     (xii) cooperate with the Notice Holders of Securities to facilitate the timely
preparation and delivery of certificates representing Securities to be sold pursuant
to the Shelf Registration Statement free of any restrictive legends and in such
denominations and registered in such names as the Holders thereof may request in
writing at least two business days prior to sales of Securities pursuant to such
Shelf Registration Statement.




     (b) Upon (A) the issuance by the Commission of a stop order suspending the
effectiveness of the Shelf Registration Statement or the initiation of proceedings with
respect to the Shelf Registration Statement under Section 8(d) or 8(e) of the Securities
Act, (B) the occurrence of any event or the existence of any Material Event as a result of
which the Shelf Registration Statement shall



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contain any untrue statement of a material fact or omit to state any material fact
required to be stated therein or necessary to make the statements therein not misleading, or
any Prospectus shall contain any untrue statement of a material fact or omit to state any
material fact required to be stated therein or necessary to make the statements therein, in
the light of the circumstances under which they were made, not misleading, or (C) the
occurrence or existence of any corporate development that, in the discretion of the Company,
makes it appropriate to suspend the availability of the Shelf Registration Statement and the
related Prospectus, the Company will (i) in the case of clause (B) above, subject to the
third sentence of this provision, as promptly as practicable prepare and file a
post-effective amendment to such Shelf Registration Statement or a supplement to the related
Prospectus or any document incorporated therein by reference or file any other required
document that would be incorporated by reference into such Shelf Registration Statement and
Prospectus so that such Shelf Registration Statement does not contain any untrue statement
of a material fact or omit to state any material fact required to be stated therein or
necessary to make the statements therein not misleading, and such Prospectus does not
contain any untrue statement of a material fact or omit to state any material fact required
to be stated therein or necessary to make the statements therein, in the light of the
circumstances under which they were made, not misleading, as thereafter delivered to the
purchasers of the Registrable Securities being sold thereunder, and, in the case of a
post-effective amendment to the Shelf Registration Statement, subject to the third sentence
of this provision, use reasonable efforts to cause it to be declared effective as promptly
as is practicable, and (ii) give notice to the Notice Holders that the availability of the
Shelf Registration Statement is suspended (a “Deferral Notice”). Upon receipt of any
Deferral Notice, each Notice Holder agrees not to sell any Registrable Securities pursuant
to the Shelf Registration Statement until such Notice Holder’s receipt of copies of the
supplemented or amended Prospectus provided for in clause (i) above, or until it is advised
in writing by the Company that the Prospectus may be used, and has received copies of any
additional or supplemental filings that are incorporated or deemed incorporated by reference
in such Prospectus. The Company will use its reasonable best efforts to ensure that the use
of the Prospectus may be resumed (x) in the case of clause (A) above, as promptly as
practicable, (y) in the case of clause (B) above, as soon as, in the sole judgment of the
Company, public disclosure of such Material Event would not be prejudicial to or contrary to
the interests of the Company or, if necessary to avoid unreasonable burden or expense, as
soon as practicable thereafter and (z) in the case of clause (C) above, as soon as, in the
discretion of the Company, such suspension is no longer appropriate; provided that the
period during which the availability of the Shelf Registration Statement and any Prospectus
is suspended (the “Deferral Period”), without the Company incurring any obligation to pay
Additional Interest pursuant to Section 2(d), shall not exceed one hundred and twenty (120)
days in the aggregate in any twelve (12) month period.



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     (c) Each Holder of Registrable Securities agrees that upon receipt of any Deferral
Notice from the Company, such Holder shall forthwith discontinue (and cause any placement or
sales agent or underwriters acting on their behalf to discontinue) the disposition of
Registrable Securities pursuant to the registration statement applicable to such Registrable
Securities until such Holder (i) shall have received copies of such amended or supplemented
Prospectus and, if so directed by the Company, such Holder shall deliver to the Company (at
the Company’s expense) all copies, other than permanent file copies, then in such Holder’s
possession of the Prospectus covering such Registrable Securities at the time of receipt of
such notice or (ii) shall have received notice from the Company that the disposition of
Registrable Securities pursuant to the Shelf Registration may continue.




     (d) The Company may require each Holder of Registrable Securities as to which any
registration pursuant to Section 2(a) is being effected to furnish to the Company such
information regarding such Holder and such Holder’s intended method of distribution of such
Registrable Securities as the Company may from time to time reasonably request in writing,
but only to the extent that such information is required in order to comply with the
Securities Act. Each such Holder agrees to notify the Company as promptly as practicable of
any inaccuracy or change in information previously furnished by such Holder to the Company
or of the occurrence of any event in either case as a result of which any Prospectus
relating to such registration contains or would contain an untrue statement of a material
fact regarding such Holder or such Holder’s intended method of disposition of such
Registrable Securities or omits to state any material fact regarding such Holder or such
Holder’s intended method of disposition of such Registrable Securities required to be stated
therein or necessary to make the statements therein not misleading, and promptly to furnish
to the Company any additional information required to correct and update any previously
furnished information or required so that such Prospectus shall not contain, with respect to
such Holder or the disposition of such Registrable Securities, an untrue statement of a
material fact or omit to state a material fact required to be stated therein or necessary to
make the statements therein not misleading.




     (e) The Company shall comply with all applicable rules and regulations of the
Commission and make generally available to its securityholders earning statements (which
need not be audited) satisfying the provisions of Section 11(a) of the Securities Act and
Rule 158 thereunder (or any similar rule promulgated under the Securities Act) no later than
45 days after the end of any 12-month period (or 90 days after the end of any 12-month
period if such period is a fiscal year) commencing on the first day of the first fiscal
quarter of the Company commencing after the effective date of the Shelf Registration
Statement, which statements shall cover said 12-month periods.



14









 






     (f) The Company shall provide a CUSIP number for all Registrable Securities covered by
the Shelf Registration Statement not later than the effective date of such Shelf
Registration Statement and provide the Trustee for the Notes and the transfer agent for the
Shares with printed certificates for the Registrable Securities that are in a form eligible
for deposit with The Depository Trust Company.




     (g) The Company shall use its reasonable efforts to provide such information as is
required for any filings required to be made with the National Association of Securities
Dealers, Inc.




     (h) Until the expiration of two years after the Closing Date, the Company will not, and
will not permit any of its “affiliates” (as defined in Rule 144) to, resell any of the
Securities that have been reacquired by any of them except pursuant to an effective
registration statement under the Securities Act.




     (i) The Company shall cause the Indenture to be qualified under the Trust Indenture Act
in a timely manner.




     (j) The Company shall enter into such customary agreements and take all such other
necessary and lawful actions in connection therewith (including those requested by the
Majority Holders of the Registrable Securities being sold) in order to expedite or
facilitate disposition of such Registrable Securities.




	 	4.	 	Holder’s Obligations.





     Each Holder agrees, by acquisition of the Registrable Securities, that no Holder of
Registrable Securities shall be entitled to sell any of such Registrable Securities pursuant to the
Shelf Registration Statement or to receive a Prospectus relating thereto, unless such Holder has
furnished the Company with a Notice and Questionnaire as required pursuant to Section 2(c) hereof
(including the information required to be included in such Notice and Questionnaire) and the
information set forth in the next sentence. Each Notice Holder agrees promptly to furnish to the
Company all information required to be disclosed in order to make the information previously
furnished to the Company by such Notice Holder not misleading and any other information regarding
such Notice Holder and the distribution of such Registrable Securities as may be required to be
disclosed in the Shelf Registration Statement under applicable law or pursuant to Commission
comments. Each Holder further agrees not to sell any Registrable Securities pursuant to the Shelf
Registration Statement without delivering, or causing to be delivered, a Prospectus to the
purchaser thereof and, following termination of the Effective Period, to notify the Company, within
10 Business Days of a request by the Company, of the amount of Registrable Securities sold pursuant
to the Shelf Registration Statement and, in the absence of a response, the Company may assume that
all of the Holder’s Registrable Securities were so sold.



15









 






	 	5.	 	Registration Expenses.





     The Company agrees to bear and to pay or cause to be paid promptly upon request being made
therefor all expenses incident to the Company’s performance of or compliance with this Agreement,
including, but not limited to, (a) all Commission and any NASD registration and filing fees and
expenses, (b) all fees and expenses in connection with the qualification of the Securities for
offering and sale under the State securities and Blue Sky laws referred to in Section 3(a)(v)
hereof, including reasonable fees and disbursements of one counsel for the placement agent or
underwriters, if any, in connection with such qualifications, (c) all expenses relating to the
preparation, printing, distribution and reproduction of the Shelf Registration Statement, the
related Prospectus, each amendment or supplement to each of the foregoing, the certificates
representing the Securities and all other documents relating hereto, (d) fees and expenses of the
Trustee under the Indenture, any escrow agent or custodian, and of the registrar and transfer agent
for the Shares, (e) fees, disbursements and expenses of counsel and independent certified public
accountants of the Company (including the expenses of any opinions or “cold comfort” letters
required by or incident to such performance and compliance) and (f) reasonable fees, disbursements
and expenses of one counsel for the Holders of Registrable Securities retained in connection with
the Shelf Registration Statement, as selected by the Company (unless reasonably objected to by the
Majority Holders of the Registrable Securities being registered, in which case the Majority Holders
shall select such counsel for the Holders)(“Special Counsel”), and fees, expenses and disbursements
of any other Persons, including special experts, retained by the Company in connection with such
registration (collectively, the “Registration Expenses”). To the extent that any Registration
Expenses are incurred, assumed or paid by any Holder of Registrable Securities or any underwriter
or placement agent therefor, the Company shall reimburse such Person for the full amount of the
Registration Expenses so incurred, assumed or paid promptly after receipt of a documented request
therefor. Notwithstanding the foregoing, the Holders of the Registrable Securities being
registered shall pay all underwriting discounts and commissions and placement agent fees and
commissions attributable to the sale of such Registrable Securities and the fees and disbursements
of any counsel or other advisors or experts retained by such Holders (severally or jointly), other
than the counsel and experts specifically referred to above.




	 	6.	 	Indemnification.






     (a) The Company and each of the Guarantors shall jointly and severally indemnify and
hold harmless each Holder (including, without limitation, any such Initial Purchaser), its
affiliates, their respective officers, directors, employees, representatives and agents, and
each person, if any, who controls such Holder within the meaning of the Securities Act or
the Exchange Act (collectively referred to for purposes of this Section 6 and Section 7 as a
Holder) from and against any loss, claim, damage or liability, joint or several, or any
action in respect thereof (including, without limitation, any loss, claim, damage,



16









 







liability or action relating to purchases and sales of Securities), to which that
Holder may become subject, whether commenced or threatened, under the Securities Act, the
Exchange Act, any other federal or state statutory law or regulation, at common law or
otherwise, insofar as such loss, claim, damage, liability or action arises out of, or is
based upon, (i) any untrue statement or alleged untrue statement of a material fact
contained in any such Registration Statement or any Prospectus forming part thereof or in
any amendment or supplement thereto or (ii) the omission or alleged omission to state
therein a material fact required to be stated therein or necessary in order to make the
statements therein, in the light of the circumstances under which they were made, not
misleading, and shall reimburse each Holder promptly upon demand for any legal or other
expenses reasonably incurred by that Holder in connection with investigating or defending or
preparing to defend against or appearing as a third party witness in connection with any
such loss, claim, damage, liability or action as such expenses are incurred; provided,
however, that the Company and the Guarantors shall not be liable in any such case to the
extent that any such loss, claim, damage, liability or action arises out of, or is based
upon, an untrue statement or alleged untrue statement in or omission or alleged omission
from any of such documents in reliance upon and in conformity with any information provided
by a Holder in its most recent Notice and Questionnaire; and provided, further, that with
respect to any such untrue statement in or omission from any related preliminary prospectus,
the indemnity agreement contained in this Section 6(a) shall not inure to the benefit of any
Holder from whom the person asserting any such loss, claim, damage, liability or action
received Securities to the extent that such loss, claim, damage, liability or action of or
with respect to such Holder results from the fact that both (A) a copy of the final
prospectus was not sent or given to such person at or prior to the written confirmation of
the sale of such Securities to such person and (B) the untrue statement in or omission from
the related preliminary prospectus was corrected in the final prospectus unless, in either
case, such failure to deliver the final Prospectus was a result of non-compliance by the
Company or any Guarantor with Section 4. This indemnity agreement shall be in addition to
any liability that the Company or the Guarantor may otherwise have.




     The Company and the Guarantors also shall jointly and severally indemnify and hold
harmless as provided in this Section 6(a) or contribute as provided in Section 7 hereof to
loss, claim, damage, liability or action of each underwriter, if any, of Securities
registered under the Shelf Registration Statement, its affiliates, their respective
officers, directors, employees, representatives and agents, and each person, if any, who
controls such underwriter within the meaning of the Securities Act or the Exchange Act on
substantially the same basis as that of the indemnification of the selling Holders provided
in this paragraph (a) and shall, if requested by any Holder, enter into an underwriting
agreement reflecting such agreement.



17









 






     (b) Each Holder shall indemnify and hold harmless the Company, each Guarantor and their
respective affiliates, their respective officers, directors, employees, representatives and
agents, and each person, if any, who controls the Company or any Guarantor within the
meaning of the Securities Act or the Exchange Act (collectively referred to for purposes of
this Section 6(b) and Section 7 as the Company), from and against any loss, claim, damage or
liability, joint or several, or any action in respect thereof, to which the Company may
become subject, whether commenced or threatened, under the Securities Act, the Exchange Act,
any other federal or state statutory law or regulation, at common law or otherwise, insofar
as such loss, claim, damage, liability or action arises out of, or is based upon, (i) any
untrue statement or alleged untrue statement of a material fact contained in any such
Registration Statement or any prospectus forming part thereof or in any amendment or
supplement thereto or (ii) the omission or alleged omission to state therein a material fact
required to be stated therein or necessary in order to make the statements therein, in the
light of the circumstances under which they were made, not misleading, but in each case only
to the extent that the untrue statement or alleged untrue statement or omission or alleged
omission was made in reliance upon and in conformity with any information furnished to the
Company by such Holder in its most recent Notice and Questionnaire, and shall reimburse the
Company for any legal or other expenses reasonably incurred by the Company in connection
with investigating or defending or preparing to defend against or appearing as a third party
witness in connection with any such loss, claim, damage, liability or action as such
expenses are incurred; provided, however, that no such Holder shall be liable for any
indemnity claims hereunder in excess of the amount of net proceeds received by such Holder
from the sale of Securities pursuant to such Shelf Registration Statement. This indemnity
agreement will be in addition to any liability which any such Holder may otherwise have.




     (c) Promptly after receipt by an indemnified party under this Section 6 of notice of
any claim or the commencement of any action, the indemnified party shall, if a claim in
respect thereof is to be made against the indemnifying party pursuant to Section 6(a) or
6(b), notify the indemnifying party in writing of the claim or the commencement of that
action; provided, however, that the failure to notify the indemnifying party shall not
relieve it from any liability which it may have under this Section 6 except to the extent
that it has been materially prejudiced (through the forfeiture of substantive rights or
defenses) by such failure; and provided, further, that the failure to notify the
indemnifying party shall not relieve it from any liability which it may have to an
indemnified party otherwise than under this Section 6. If any such claim or action shall be
brought against an indemnified party, and it shall notify the indemnifying party thereof,
the indemnifying party shall be entitled to participate therein and, to the extent that it
wishes, jointly with any other similarly notified indemnifying party, to assume the defense
thereof with counsel reasonably satisfactory to the indemnified party. After notice from the
indemnifying party to the indemnified party of its election to



18









 







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 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.



19









 






     (d) The provisions of this Section 6 and Section 7 shall remain in full force and
effect, regardless of any investigation made by or on behalf of any Holder, the Company, the
Guarantors or any of the indemnified Persons referred to in this Section 6 and Section 7,
and shall survive the sale by a Holder of securities covered by the Shelf Registration
Statement.




	 	7.	 	Contribution.





     If the indemnification provided for in Section 6 is unavailable or insufficient to hold
harmless an indemnified party under Section 6(a) or 6(b), then each indemnifying party shall, in
lieu of indemnifying such indemnified party, contribute to the amount paid or payable by such
indemnified party as a result of such loss, claim, damage or liability, or action in respect
thereof, (i) in such proportion as shall be appropriate to reflect the relative benefits received
by the Company and the Guarantors from the offering and sale of the Notes, on the one hand, and a
Holder with respect to the sale by such Holder of Securities, on the other, or (ii) if the
allocation provided by clause (i) above is not permitted by applicable law, in such proportion as
is appropriate to reflect not only the relative benefits referred to in clause (i) above but also
the relative fault of the Company and each of the Guarantors on the one hand and such Holder on the
other with respect to the statements or omissions that resulted in such loss, claim, damage or
liability, or action in respect thereof, as well as any other relevant equitable considerations.
The relative benefits received by the Company and each of the Guarantors on the one hand and a
Holder on the other with respect to such offering and such sale shall be deemed to be in the same
proportion as the total net proceeds from the offering of the Notes (before deducting expenses)
received by or on behalf of the Company and each of the Guarantors, on the one hand, and the total
discounts and commissions received by such Holder with respect to the Securities, on the other,
bear to the total gross proceeds from the sale of Securities. The relative fault shall be
determined by reference to, among other things, whether the untrue or alleged untrue statement of a
material fact or the omission or alleged omission to state a material fact relates to the Company
and each of the Guarantors or information supplied by the Company and each of the Guarantors on the
one hand or to any information contained in the relevant Notice and Questionnaire supplied by such
Holder on the other, the intent of the parties and their relative knowledge, access to information
and opportunity to correct or prevent such untrue statement or omission. The parties hereto agree
that it would not be just and equitable if contributions pursuant to this Section 7 were to be
determined by pro rata allocation or by any other method of allocation that does not take into
account the equitable considerations referred to herein. The amount paid or payable by an
indemnified party as a result of the loss, claim, damage or liability, or action in respect
thereof, referred to above in this Section 7 shall be deemed to include, for purposes of this
Section 7, any legal or other expenses reasonably incurred by such indemnified party in connection
with investigating or defending or preparing to defend any such action or claim. Notwithstanding
the provisions of this Section 7, an indemnifying party that is a Holder of Securities shall not be
required to contribute any amount in excess of the amount by which the total price at which the
Securities sold by



20









 







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.




	 	8.	 	Rule 144A and Rule 144.





     So long as any Restricted Securities remain outstanding, the Company shall use its reasonable
best efforts to file the reports required to be filed by it under Rule 144A(d)(4) under the
Securities Act and the Exchange Act in a timely manner and, if at any time the Company is not
required to file such reports, it will, upon the written request of any Holder of Restricted
Securities, make publicly available other information so long as necessary to permit sales of such
Holder’s securities pursuant to Rules 144 and 144A. The Company and the Guarantors covenant that
they will take such further action as any Holder of Restricted Securities may reasonably request,
all to the extent required from time to time to enable such Holder to sell Restricted Securities
without registration under the Securities Act within the limitation of the exemptions provided by
Rules 144 and 144A (including, without limitation, the requirements of Rule 144A(d)(4)). Upon the
written request of any Holder of Restricted Securities, the Company and the Guarantors shall
deliver to such Holder a written statement as to whether it has complied with such requirements.
Notwithstanding the foregoing, nothing in this Section 8 shall be deemed to require the Company to
register any of its securities pursuant to the Exchange Act.




	 	9.	 	Miscellaneous.





          (a) Amendments and Waivers. The provisions of this Agreement may not be amended,
modified or supplemented, and waivers or consents to departures from the provisions hereof may not
be given, unless the Company has obtained the written consent of Majority Holders. Notwithstanding
the foregoing, a waiver or consent to depart from the provisions hereof with respect to a matter
that relates exclusively to the rights of Holders whose Securities are being sold pursuant to the
Shelf Registration Statement and that does not directly or indirectly affect the rights of other
Holders may be given by Holders of a majority in aggregate amount of the Securities being sold by
such Holders pursuant to the Shelf Registration Statement.



          (b) Notices. All notices and other communications provided for or permitted hereunder
shall be made in writing by hand-delivery, first-class mail, telecopier or air courier guaranteeing
next-day delivery:




     (1) If to the Company or the Guarantors, initially at the address set forth in
the Purchase Agreement;



21









 






     (2) If to the Initial Purchasers, initially at their respective addresses set
forth in the Purchase Agreement; and




     (3) If to a Holder, to the address of such Holder set forth in the security
register, the Notice and Questionnaire or other records of the Company.



          All such notices and communications shall be deemed to have been duly given: when delivered by
hand, if personally delivered; one business day after being delivered to a next-day air courier;
five business days after being deposited in the mail; and when receipt is acknowledged by the
recipient’s telecopier machine, if sent by telecopier.



          (c) Successors And Assigns. This Agreement shall be binding upon the Company, the
Guarantors and their respective successors and assigns.



          (d) Counterparts. This Agreement may be executed in any number of counterparts (which
may be delivered in original form or by telecopier) and by the parties hereto in separate
counterparts, each of which when so executed shall be deemed to be an original and all of which
taken together shall constitute one and the same agreement.



          (e) Definition of Terms. For purposes of this Agreement, (a) the term “business day”
means any day on which the New York Stock Exchange, Inc. is open for trading, (b) the term
“subsidiary” has the meaning set forth in Rule 405 under the Securities Act and (c) except where
otherwise expressly provided, the term “affiliate” has the meaning set forth in Rule 405 under the
Securities Act.



          (f) Headings. The headings in this Agreement are for convenience of reference only
and shall not limit or otherwise affect the meaning hereof.



          (g) Governing Law. This Agreement shall be governed by and construed in accordance
with the laws of the State of New York.



          (h) Remedies. In the event of a breach by the Company or any of the Guarantors or by
any Holder of any of their respective obligations under this Agreement, each Holder or the Company
or any Guarantor, as the case may be, in addition to being entitled to exercise all rights granted
by law, including recovery of damages (other than the recovery of damages for a breach by the
Company or any Guarantor of their obligations under Section 2 hereof for which Additional Interest
have been paid pursuant to Section 3 hereof), will be entitled to specific performance of its
rights under this Agreement. The Company, each Guarantor and each Holder agree that monetary
damages would not be adequate compensation for any loss incurred by reason of a breach by it of any
of the provisions of this Agreement and hereby further agree that, in the event of any action for
specific performance in respect of such breach, it shall waive the defense that a remedy at law
would be adequate.



22









 





          (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 Restricted Securities, it shall not grant to any person the right to
request the Company to register any debt securities of the Company under the Securities Act unless
the rights so granted are not in conflict or inconsistent with the provisions of this Agreement.



          (j) No Piggyback on Registrations. Neither the Company nor the Guarantors nor any of
its security holders (other than the Holders of Restricted Securities in such capacity) shall have
the right to include any securities of the Company in any Shelf Registration Statement other than
Restricted Securities.



          (k) Severability. The remedies provided herein are cumulative and not exclusive of
any remedies provided by law. If any term, provision, covenant or restriction of this Agreement is
held by a court of competent jurisdiction to be invalid, illegal, void or unenforceable, the
remainder of the terms, provisions, covenants and restrictions set forth herein shall remain in
full force and effect and shall in no way be affected, impaired or invalidated, and the parties
hereto shall use their reasonable best efforts to find and employ an alternative means to achieve
the same or substantially the same result as that contemplated by such term, provision, covenant or
restriction. It is hereby stipulated and declared to be the intention of the parties that they
would have executed the remaining terms, provisions, covenants and restrictions without including
any of such that may be hereafter declared invalid, illegal, void or unenforceable.



          (l) Survival. The respective indemnities, agreements, representations, warranties and
each other provision set forth in this Agreement or made pursuant hereto shall remain in full force
and effect regardless of any investigation (or statement as to the results thereof) made by or on
behalf of any Holder of Registrable Securities, any director, officer or partner of such Holder,
any agent or underwriter or any director, officer or partner thereof, or any controlling person of
any of the foregoing, and shall survive delivery of and payment for the Registrable Securities
pursuant to the Purchase Agreement and the transfer and registration of Registrable Securities by
such Holder.



          (m) Securities Held by the Company, etc. Whenever the consent or approval of Holders
of a specified percentage of Securities is required hereunder, Securities held by the Company or
its affiliates (other than subsequent Holders of Securities if such subsequent Holders are deemed
to be affiliates solely by reason of their holdings of such Securities) shall not be counted in
determining whether such consent or approval was given by the Holders of such required percentage.



23









 






          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 among
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
	 
	 	 	 	 
	 	 	GUARANTORS
	 	 	(as set forth on Schedule 1 hereto)
	 
	 	 	 	 
	 

	 	By	 	/s/ R. Jeffrey Bixler
	 

	 	 	 	 
	 

	 	Name:	 	R. Jeffrey Bixler
	 

	 	Title:	 	Vice President, General Counsel and
Secretary






24









 






Accepted: August 1, 2005



J.P. MORGAN SECURITIES INC.



By: J.P. MORGAN SECURITIES INC.,

     Acting on behalf of itself

     and as Representative of the

     Initial Purchasers




	 	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Jeffrey Zajkowski	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Authorized Signatory	 	 






 









 






SCHEDULE 1




GUARANTORS




AMERICAN HOSPITAL BUILDING CORPORATION

AMERICANA HEALTHCARE CENTER OF PALOS TOWNSHIP, INC.

AMERICANA HEALTHCARE CORPORATION OF GEORGIA

ANCILLARY SERVICES MANAGEMENT, INC.

BAILY NURSING HOME, INC.

BIRCHWOOD MANOR, INC.

BLUE RIDGE REHABILITATION SERVICES, INC.

CANTERBURY VILLAGE, INC.

CHARLES MANOR, INC.

CHESAPEAKE MANOR, INC.

DEKALB HEALTHCARE CORPORATION

DEVON MANOR CORPORATION

DISTCO, INC.

DIVERSIFIED REHABILITATION SERVICES, INC.

DONAHOE MANOR, INC.

EAST MICHIGAN CARE CORPORATION

EXECUTIVE ADVERTISING, INC.

EYE-Q NETWORK, INC.

FOUR SEASONS NURSING CENTERS, INC.

GEORGIAN BLOOMFIELD, INC.

GREENVIEW MANOR, INC.

HCR HOME HEALTH CARE AND HOSPICE, INC.

HCR INFORMATION CORPORATION

HCR MANORCARE MEDICAL SERVICES OF FLORIDA, INC.

HCR MANOR CARE SERVICES, INC. (fka HEARTLAND CAREPARTNERS, INC.)

HCR PHYSICIAN MANAGEMENT SERVICES, INC.

HCR REHABILITATION CORP.

HCRA OF TEXAS, INC.

HCRC INC.

HEALTH CARE AND RETIREMENT CORPORATION OF AMERICA

HEARTLAND HOME CARE, INC.

HEARTLAND HOME HEALTH CARE SERVICES, INC.

HEARTLAND HOSPICE SERVICES, INC.

HEARTLAND INFORMATION SERVICES, INC.

     (fka HEARTLAND MEDICAL INFORMATION SERVICES, INC.)

HEARTLAND MANAGEMENT SERVICES, INC.

HEARTLAND REHABILITATION SERVICES OF FLORIDA, INC.

HEARTLAND REHABILITATION SERVICES, INC.

HEARTLAND SERVICES CORP.

HEARTLAND THERAPY PROVIDER NETWORK, INC.

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

KNOLLVIEW MANOR, INC.

LEADER NURSING AND REHABILITATION CENTER OF BETHEL PARK, INC.

LEADER NURSING AND REHABILITATION CENTER OF GLOUCESTER, INC.

LEADER NURSING AND REHABILITATION CENTER OF SCOTT TOWNSHIP, INC.

LEADER NURSING AND REHABILITATION CENTER OF VIRGINIA INC.

LINCOLN HEALTH CARE, INC.

MANOR CARE AVIATION, INC.

MANOR CARE OF AKRON, INC.

MANOR CARE OF AMERICA, INC

MANOR CARE OF ARIZONA, INC.

MANOR CARE OF ARLINGTON, INC.

MANOR CARE OF CANTON, 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 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 ROLLING MEADOWS, INC.

MANOR CARE OF ROSSVILLE, 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 SUPPLY COMPANY

MANORCARE HEALTH SERVICES OF NORTHHAMPTON COUNTY, INC.

MANORCARE HEALTH SERVICES OF OKLAHOMA, INC.

MANORCARE HEALTH SERVICES OF VIRGINIA, INC.

MANORCARE HEALTH SERVICES, INC.

MARINA VIEW MANOR, INC.

MEDI-SPEECH SERVICE, INC.

MID-SHORE PHYSICAL THERAPY ASSOCIATES, INC.



 









 





MILESTONE HEALTH SYSTEMS, INC.

MILESTONE HEALTHCARE, INC.

MILESTONE REHABILITATION SERVICES, INC.

MILESTONE STAFFING SERVICES, INC.

MILESTONE THERAPY SERVICES, INC.

MNR FINANCE CORP.

PEAK REHABILITATION, INC.

PERRYSBURG PHYSICAL 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.

THERASPORT PHYSICAL THERAPY, INC.

THREE RIVERS MANOR, INC.

TOTALCARE CLINICAL LABORATORIES, INC.

WASHTENAW HILLS MANOR, INC.

WHITEHALL MANOR, INC.

COLEWOOD LIMITED PARTNERSHIP

HEARTLAND CARE, LLC

HEARTLAND EMPLOYMENT SERVICES, LLC

ANCILLARY SERVICES, LLC

BOOTH LIMITED PARTNERSHIP

ANNANDALE ARDEN, LLC

BAINBRIDGE ARDEN, LLC

BINGHAM FARMS ARDEN, LLC

COLONIE ARDEN, LLC

CRESTVIEW HILLS, LLC

FIRST LOUISVILLE ARDEN, LLC

GENEVA ARDEN LLC

HANOVER ARDEN, LLC

JEFFERSON ARDEN, LLC

KENWOOD ARDEN, LLC

LIVONIA ARDEN, LLC



 









 





MEMPHIS ARDEN, LLC

NAPA ARDEN, LLC

ROANOKE ARDEN, LLC

SAN ANTONIO ARDEN, LLC

SILVER SPRING ARDEN, LLC

SUSQUEHANNA ARDEN LLC

TAMPA ARDEN, LLC

WALL ARDEN, LLC

WARMINSTER ARDEN LLC

WILLIAMSVILLE ARDEN, LLC

BATH ARDEN, LLC

CLAIRE BRIDGE OF ANDERSON, LLC

CLAIRE BRIDGE OF AUSTIN, LLC

CLAIRE BRIDGE OF KENWOOD, LLC

CLAIRE BRIDGE OF SAN ANTONIO, LLC

CLAIRE BRIDGE OF SUSQUEHANNA, LLC

CLAIRE BRIDGE OF WARMINSTER, LLC

FRESNO ARDEN, LLC

TUSCAWILLA ARDEN, LLC