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Exhibit (b)(6)
DEBENTURE PURCHASE AGREEMENT dated
February 7, 2000, between CHEMED CORPORATION,
a Delaware corporation (the "Issuer"), and
CHEMED CAPITAL TRUST, a statutory business
trust formed under the laws of the State of
Delaware (the "Trust").
WHEREAS the Trust desires to purchase from the
Issuer, and the Issuer desires to sell to the Trust, certain
of the Issuer's securities.
NOW, THEREFORE, the parties hereto agree as
follows:
1. The Trust hereby offers to purchase and the
Issuer hereby accepts such offer and agrees to issue and sell to the Trust
$16,019,181 aggregate principal amount of the Issuer's Convertible Junior
Subordinated Debentures Due 2030 (the "Debentures") issued pursuant to an
Indenture dated as of February 7, 2000 (the "Indenture"), between the Issuer and
Firstar Bank, National Association, as Indenture Trustee, in consideration of
the payment to it on or before the date hereof of $16,019,181, receipt of which
is hereby acknowledged.
2. The Issuer represents and warrants that the
Debentures have been duly authorized and executed by the Issuer, and when duly
authenticated and delivered to the Trust, will constitute the legal, valid and
binding obligations of the Issuer entitled to the benefits of the Indenture and
enforceable against the Issuer in accordance with their terms (subject to
applicable bankruptcy, insolvency, fraudulent transfer, reorganization,
moratorium and other similar laws affecting creditors' rights generally from
time to time in effect, and subject, as to enforceability, to general principles
of equity, regardless of whether such enforceability is considered in a
proceeding in equity or at law).
3. The Trust represents that the Debentures are being
acquired for investment and not with a view to their distribution or resale
except in the circumstances contemplated by the Amended and Restated Declaration
of Trust of the Trust dated as of February 7, 2000.
4. THIS DEBENTURE PURCHASE AGREEMENT SHALL BE GOVERNED BY
AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF
DELAWARE, WITHOUT REGARD TO PRINCIPLES OF CONFLICT OF LAWS.
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IN WITNESS WHEREOF, the parties hereto have caused
this Debenture Purchase Agreement to be duly executed as of
the date hereof.
CHEMED CORPORATION,
by
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Name: Xxxxx X. XxXxxxxx
Title: President
CHEMED CAPITAL TRUST,
by
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Name: Xxxxxxx X. X'Xxxxx
Title: Administrative Trustee
