First Amendment to Five Year Credit Agreement 2 FIRST AMENDMENT TO FIVE YEAR CREDIT AGREEMENT

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Exhibit 4.6

First Amendment to Five Year
Credit Agreement
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FIRST AMENDMENT TO
FIVE YEAR CREDIT AGREEMENT

THIS FIRST AMENDMENT TO FIVE YEAR CREDIT AGREEMENT is made and dated as
of February 9, 2000 (the "FIRST AMENDMENT") among MANOR CARE, INC., a Delaware
corporation formerly known as HCR Manor Care, Inc. (the "Company"), MANOR CARE
OF AMERICA, INC., a Delaware corporation formerly known as HCR Manor Care, Inc.
("MANOR Care"; Manor Care and the Company are collectively called the
"BORROWERS" and are each individually called a "BORROWER"), the financial
institution's party to the Credit Agreement referred to below, and BANK OF
AMERICA, N.A., a national banking association, as Administrative Agent (the
"AGENT"), and amends that certain Credit Agreement dated as of September 25,
1998 (as amended or modified from time to time, the "CREDIT AGREEMENT").

RECITALS
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WHEREAS, the Borrowers have requested that the Agent and the Banks
amend certain provisions of the Credit Agreement, and the Agent and the Banks
are willing to do so, on the terms and conditions specified herein;

NOW, THEREFORE, for good and valuable consideration, the receipt and
adequacy of which are hereby acknowledged, the parties hereby agree as follows:

1. Terms. All terms used herein shall have the same meanings as in the
Credit Agreement unless otherwise defined herein.

2. Amendments. The Credit Agreement is hereby amended as follows:

2.1. The definition of the term "Consolidated EBITDA" in
Section 1.1 of the Credit Agreement is hereby amended and restated in
its entirety to read as follows:

"Consolidated EBITDA" means the Company's and its
Subsidiaries' earnings before Consolidated Interest
Expense, taxes, depreciation, amortization,
extraordinary items of gain and all Specified Losses
and before the $274,120,000 of charges taken by the
Company in the quarter ending
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December 31, 1999 in connection with the write-down
of its investment in Genesis Health Ventures, Inc.
and the $17,404,000 charge taken by the Company in
the quarter ending December 31, 1999 in connection
with its write-off of accrued and unpaid dividends
from Genesis Health Ventures, Inc. and after
deduction of $4,351,000 for each of the fiscal
quarters ending on March 31, 1999, June 30, 1999,
September 30, 1999 and December 31, 1999.

3. Representations and Warranties. The Borrowers represent and warrant
to the Agent and the Banks that, on and as of the date hereof, and after giving
effect to this First Amendment:

3.1. Authorization. The execution, delivery and performance by
the Borrowers of this First Amendment have been duly authorized by all
necessary corporate action, and this First Amendment has been duly
executed and delivered by the Borrowers.

3.2. Binding Obligation. This First Amendment constitutes the
legal, valid and binding obligation of the Borrowers, enforceable
against the Borrowers in accordance with its terms, except as
enforceability may be limited by applicable bankruptcy, insolvency, or
similar laws affecting the enforcement of creditors' rights generally
or by equitable principles relating to enforceability.

3.3. No Legal Obstacle to Amendment. The execution, delivery
and performance of this First Amendment will not (a) contravene the
Organization Documents of either Borrower; (b) constitute a breach or
default under any material Contractual Obligation or violate or
contravene any law or governmental regulation or court decree or order
binding on or affecting either Borrower which individually or in the
aggregate could reasonably be expected to have a Material Adverse
Effect; or (c) result in, or require the creation or imposition of, any
Lien on any of either Borrower's properties. No approval or
authorization of any governmental authority is required to permit the
execution, delivery or performance by the Borrowers of this First
Amendment, or the transactions contemplated hereby.
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3.4. Incorporation of Certain Representations. After giving
effect to the terms of this First Amendment, the representations and
warranties of the Company set forth in Article V of the Credit
Agreement are true and correct in all respects on and as of the date
hereof as though made on and as of the date hereof, except as to such
representations made as of an earlier specified date.

3.5. Default. No Default or Event of Default under the Credit
Agreement has occurred and is continuing.

4. Conditions, Effectiveness. The effectiveness of this First Amendment
shall be subject to the compliance by the Borrowers with their agreements herein
contained, and to the delivery of the following to Agent in form and substance
satisfactory to Agent:

4.1. Amendment Fee. An amendment fee (the "Amendment Fee"),
for the ratable benefit of the Banks that have consented to the First
Amendment not later than 5:00 p.m., Eastern Standard Time, on February
9, 2000, of 0.075% of the aggregate Commitments of such consenting
Banks. The Amendment Fee shall be paid to the Agent in immediately
available funds and shall be non-refundable. The Amendment Fee is in
addition to any fees, costs, expenses or other amounts otherwise
payable pursuant to this First Amendment or the Amended Agreement.

4.2. Authorized Signatories. A certificate, signed by the
Secretary or an Assistant Secretary of each of the Borrowers and dated
the date of this First Amendment, as to the incumbency of the person or
persons authorized to execute and deliver this First Amendment and any
instrument or agreement required hereunder on behalf of the Borrowers.

4.3. Guarantor Affirmation. An acknowledgment and
reaffirmation letter in the form of Exhibit A hereto duly executed by
each party to the Guaranty (a "Guarantor").

4.4. Other Evidence. Such other evidence with respect to the
Borrowers or any other person as the Agent or any Bank may reasonably
request to establish the consummation of the trans-actions contemplated
hereby, the taking of all corporate action in connection with this
First Amendment and the Credit
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Agreement and the compliance with the conditions set forth herein.

5. Miscellaneous.

5.1. Effectiveness of the Credit Agreement. Except as hereby
expressly amended, the Credit Agreement shall each remain in full force
and effect and is hereby ratified and confirmed in all respects on and
as of the date hereof.

5.2. Waivers. This First Amendment is limited solely to the
matters expressly set forth herein and is specific in time and in
intent and does not constitute, nor should it be construed as, a waiver
or amendment of any other term or condition, right, power or privilege
under the Credit Agreement or under any agreement, contract, indenture,
document or instrument mentioned therein; nor does it preclude or
prejudice any rights of the Agent or the Banks thereunder, or any
exercise thereof or the exercise of any other right, power or
privilege, nor shall it require the Majority Banks to agree to an
amendment, waiver or consent for a similar transaction or on a future
occasion, nor shall any future waiver of any right, power, privilege or
default hereunder, or under any agreement, contract, indenture,
document or instrument mentioned in the Credit Agreement, constitute a
waiver of any other right, power, privilege or default of the same or
of any other term or provision.

5.3. Counterparts. This First Amendment may be executed in any
number of counterparts, and all of such counterparts taken together
shall be deemed to constitute one and the same instrument. This First
Amendment shall not become effective until the Borrowers, the Agent and
the Majority Banks shall have signed a copy hereof and the same shall
have been delivered to the Agent and the conditions set forth in
Section 4 hereof have been satisfied. Upon satisfaction of the
foregoing conditions, the effectiveness of this First Amendment shall
be retroactive to December 31, 1999. Delivery of an executed
counterpart of a signature page to this First Amendment should be
effective as delivery of a manually executed counterpart of this First
Amendment.

5.4. Governing Law. This First Amendment shall be governed by
and construed in accordance with the laws of the State of New York.
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5.5. Severability. The illegality or unenforceability of any
provision of this First Amendment or any instrument or agreement
required hereunder shall not in any way affect or impair the legality
or enforceability of the remaining provisions of this First Amendment
or any instrument or agreement required hereunder.
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IN WITNESS WHEREOF, the parties hereto have caused this First Amendment
to be duly executed and delivered by their proper and duly authorized officers
as of the day and year first above written.

MANOR CARE, INC.