KINDRED HEALTHCARE, INC - FORM 8-K - EX-10.2

Attached files

file	filename
8-K - FORM 8-K - KINDRED HEALTHCARE, INC	d588589d8k.htm
EX-10.1 - EX-10.1 - KINDRED HEALTHCARE, INC	d588589dex101.htm
EX-99.1 - EX-99.1 - KINDRED HEALTHCARE, INC	d588589dex991.htm

Exhibit 10.2

EXECUTION VERSION

SECOND AMENDMENT AND RESTATEMENT AGREEMENT dated as of August 21, 2013 (this “Amendment”) to the Amended and Restated Credit Agreement (as defined below) and the Security Agreement (as defined below) among KINDRED HEALTHCARE, INC., a Delaware corporation (the “Borrower”), the other Credit Parties party hereto, the Consenting Lenders (as defined below) and JPMORGAN CHASE BANK, N.A., as Administrative Agent (the “Administrative Agent”) and Collateral Agent (the “Collateral Agent”).

RECITALS

A. The Borrower, the Lenders party thereto from time to time and the Administrative Agent are party to that certain Term Loan Credit Agreement dated as of June 1, 2011, as amended by that certain Incremental Amendment No. 1 to the Term Loan Credit Agreement dated as of October 4, 2012 and as further amended and restated by that certain Amendment and Restatement Agreement dated as of May 30, 2013 (as further amended, amended and restated, supplemented or otherwise modified from time to time in accordance with the terms thereof, the “Amended and Restated Credit Agreement”) and the Borrower, the other Credit Parties party thereto and the Collateral Agent are party to that certain Term Loan Guarantee and Security Agreement dated as of June 1, 2011, which has been supplemented prior to the date hereof (the “Security Agreement”).

B. The Borrower has requested that (i) the Amended and Restated Credit Agreement be further amended and restated in the form of the Second Amended and Restated Term Loan Credit Agreement attached hereto as Annex A (the “Second Amended and Restated Credit Agreement”) to (A) amend certain provisions related to the Incremental Term Loans, (B) amend certain covenants therein and (C) make certain other changes as set forth in the Second Amended and Restated Credit Agreement and (ii) the Security Agreement be amended as set forth herein.

C. Pursuant to Section 10.02 of the Amended and Restated Credit Agreement and Section 31 of the Security Agreement, the consent of each of the Borrower, the Subsidiary Guarantors, the Collateral Agent and the Required Lenders is required to effect this Amendment and the amendments set forth herein and in the Second Amended and Restated Credit Agreement.

D. Subject to the terms and conditions set forth herein, on the Second Restatement Date (as defined below), each Lender delivering an executed signature page to this Amendment to the Administrative Agent at or prior to 5:00 p.m., New York City time, on August 16, 2013 (each a “Consenting Lender”) has (i) consented to this Amendment and agreed to the amendments set forth herein and in the Second Amended and Restated Credit Agreement, which shall become effective upon satisfaction of the conditions to effectiveness set forth below and (ii) consented and approved each Financing Document and each other document required to be delivered or approved pursuant to this Amendment and the Second Amended and Restated Credit Agreement.

AGREEMENTS

In consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Borrower, the Subsidiary Guarantors, the Administrative Agent, the Collateral Agent and the Consenting Lenders constituting the Required Lenders (the “Required Consenting Lenders”) hereby agree as follows:

SECTION 1. Defined Terms. Capitalized terms used herein (including in the recitals hereto) and not otherwise defined herein shall have the meanings assigned to such terms in the Second Amended and Restated Credit Agreement. The rules of construction specified in Section 1.03 of the Second Amended and Restated Credit Agreement also apply to this Amendment mutatis mutandis.

SECTION 2. Amendment and Restatement of the Amended and Restated Credit Agreement. On the Second Restatement Date:

(a) the Borrower, the Administrative Agent and the Required Consenting Lenders agree that the Amended and Restated Credit Agreement shall be further amended and restated to read in its entirety in the form of the Second Amended and Restated Credit Agreement attached as Annex A hereto;

(b) as used in the Second Amended and Restated Credit Agreement, the terms “Agreement”, “this Agreement”, “herein”, “hereinafter”, “hereto”, “hereof” and words of similar import shall, unless the context otherwise requires, from and after the Second Restatement Date, mean or refer to the Second Amended and Restated Credit Agreement; and

(c) as used in any other Financing Document, all references to the “Credit Agreement” in such Financing Documents shall, unless the context otherwise requires, mean or refer to the Second Amended and Restated Credit Agreement.

SECTION 3. Amendments to the Security Agreement. Effective as of the Second Restatement Date, the Security Agreement is hereby amended by replacing Section 25(d) in its entirety with the following:

“(d) If no Default shall have occurred and be continuing and no Enforcement Notice is in effect, upon any sale or other disposition of Collateral that does not violate Section 7.03(c) of the Credit Agreement the Security Interests in such Collateral shall automatically be released.”

SECTION 4. Amendment Effectiveness. This Amendment shall become effective on August 21, 2013 (the “Second Restatement Date”), upon the satisfaction of the following conditions:

(a) The Administrative Agent (or its counsel) shall have received from (i) the Borrower, (ii) each Subsidiary Guarantor, (iii) the Required Consenting Lenders and (iv) the Administrative Agent, either (x) counterparts of this Amendment signed on behalf of such parties or (y) written evidence satisfactory to the Administrative Agent (which may include facsimile or other electronic transmissions of signed signature pages) that such parties have signed counterparts of this Amendment.

(b) The Administrative Agent shall have received a duly executed certificate of an appropriate officer of each Credit Party, certifying (i) that the copies of such Credit Party’s Organizational Documents (x) as previously certified and delivered to the Administrative Agent, remain in full force and effect as of the Second Restatement Date without modification or amendment since such original delivery or (y) as certified as of a recent date by the appropriate Governmental Authority of the jurisdiction of such Credit Party’s organization or formation and attached to such officer’s certificate, are true, correct and complete and in full force and effect as of the Second Restatement Date, (ii) that the copies of such Credit Party’s resolutions approving and adopting the Financing Documents to which it is party, the transactions contemplated herein, and authorizing the execution and delivery thereof, as attached to such officer’s certificate, are true, correct and complete copies and in full force and effect as of the Second Restatement Date and (iii) as to incumbency certificates identifying the officers of such Credit Party that are authorized to execute the Amendment and to execute and act on such Credit Party’s behalf in connection with the Amendment.

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(c) The Administrative Agent shall have received certificates of good standing or the equivalent (if any) for each Credit Party from such Credit Party’s jurisdiction of organization or formation, in each case certified as of a recent date by the appropriate Governmental Authority.

(d) Immediately before and after giving effect to this Amendment (i) no Event of Default shall have occurred and be continuing and (ii) the representations and warranties (x) of each Credit Party set forth in the Financing Documents and (y) in Section 5 of this Amendment shall be true and correct in all material respects as of the Second Restatement Date (it being understood that, to the extent that any such representation and warranty specifically refers to an earlier date, it shall be true and correct in all material respects as of such earlier date and any such representation and warranty that is qualified as to “materiality,” “material adverse effect” or similar language shall be true and correct in all respects (after giving effect to any such qualification therein)).

(e) The Administrative Agent shall have received customary duly executed opinions of (i) Cleary Gottlieb Steen & Hamilton LLP, (ii) Co-General Counsel and Corporate Secretary of the Borrower and (iii) Richards, Layton & Finger P.A., in each case dated as of the Second Restatement Date and reasonably satisfactory to the Administrative Agent.

(f) The Administrative Agent shall have received a “Life-of-Loan” flood determination notice for each real property encumbered by a Mortgage and if such real property is located in a special flood hazard area, (i) a notice about special flood hazard area status and flood disaster assistance duly executed by the Borrower and (ii) certificates of insurance evidencing the insurance required by Section 5.03(b) of the Second Amended and Restated Credit Agreement in form and substance satisfactory to the Administrative Agent.

(g) The Administrative Agent shall have received a certificate of an appropriate officer of the Borrower certifying that the conditions set forth in Section 4(d) have been satisfied.

(h) The Administrative Agent and the Second Amendment and Restatement Lead Arranger and Bookrunner shall have received on or prior to the date hereof, in immediately available funds, payment or reimbursement (or the Borrower shall have made arrangements reasonably satisfactory to the Administrative Agent for such payment or reimbursement) of all costs, fees, out-of-pocket expenses, compensation and other amounts then due and payable in connection with this Amendment (including pursuant to a separately agreed engagement letter among the Borrower and the Second Amendment and Restatement Lead Arranger and Bookrunner), including all reasonable invoiced fees and expenses of Cahill Gordon & Reindel LLP, as counsel to the Administrative Agent and the Second Amendment and Restatement Lead Arranger and Bookrunner, to the extent invoiced at least one (1) Business Day prior to the date hereof.

(i) The Administrative Agent shall have received payment of consent fees by the Borrower equal to 0.25% of the outstanding principal amount of Term Loans held by each Consenting Lender.

The Administrative Agent shall notify the Borrower, the Consenting Lenders and the other Lenders of the Second Restatement Date and such notice shall be conclusive and binding.

SECTION 5. Representations and Warranties. By its execution of this Amendment, each Credit Party hereby certifies that:

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(a) this Amendment has been duly authorized by all necessary corporate or other organizational action and has been duly executed and delivered by each Credit Party that is a party hereto and constitutes a legal, valid and binding obligation of such Credit Party, enforceable against such Credit Party in accordance with its terms, except to the extent the enforceability thereof may be limited by applicable debtor relief laws affecting creditors’ rights generally and by equitable principles of law (regardless of whether enforcement is sought in equity or at law) and implied covenants of good faith and fair dealing; and

(b) the execution, delivery and performance of this Amendment and the other documents executed in connection herewith (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except for such as (i) have been obtained or made and are in full force and effect, or (ii) the failure of which to obtain would not reasonably be expected to result in a Material Adverse Effect, (b) will not violate any Applicable Laws with respect to such Credit Party or the Organizational Documents of such Credit Party, except to the extent that such violation would not reasonably be expected to result in a Material Adverse Effect, (c) will not violate or result in a default under any contractual obligation to which such Credit Party is party, except to the extent that such violation or default would not reasonably be expected to result in a Material Adverse Effect and (d) will not result in the creation or imposition of any Lien on any asset of any Credit Party (other than Permitted Liens).

SECTION 6. Acknowledgments. Each Credit Party hereby expressly acknowledges the terms of this Amendment and reaffirms, as of the date hereof, (i) the covenants and agreements contained in each Financing Document to which it is a party, including, in each case, such covenants and agreements as in effect immediately after giving effect to this Amendment and the transactions contemplated hereby, (ii) its guarantee of the Obligations under the Collateral Documents and (iii) its grant of Liens on the Collateral to secure the Obligations pursuant to the Collateral Documents.

SECTION 7. Amendment, Modification and Waiver. This Amendment may not be amended, modified or waived except pursuant to a writing signed by each of the parties hereto.

SECTION 8. Liens Unimpaired. After giving effect to this Amendment, neither the modification of the Amended and Restated Credit Agreement effected pursuant to this Amendment nor the execution, delivery, performance or effectiveness of this Amendment:

(a) impairs the validity, effectiveness or priority of the Liens granted pursuant to any Financing Document, and such Liens continue unimpaired with the same priority to secure repayment of all Obligations, whether heretofore or hereafter incurred; or

(b) requires that any new filings be made or other action taken to perfect or to maintain the perfection of such Liens.

SECTION 9. Entire Agreement. This Amendment, the Second Amended and Restated Credit Agreement and the other Financing Documents constitute the entire agreement among the parties hereto with respect to the subject matter hereof and thereof and supersede all other prior agreements and understandings, both written and verbal, among the parties hereto with respect to the subject matter hereof. Except as expressly set forth herein, this Amendment and the Second Amended and Restated Credit Agreement shall not by implication or otherwise limit, impair, constitute a waiver of, or otherwise affect the rights and remedies of any party under, the Amended and Restated Credit Agreement, nor alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Amended and Restated Credit Agreement, all of which are ratified and affirmed in all respects and shall continue in full force and effect. It is understood and agreed that each reference in each Financing Document to the “Credit Agreement”, whether direct or indirect, shall hereafter be deemed to be a reference to the Second Amended and Restated Credit Agreement and that this Amendment is a “Financing Document”.

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SECTION 10. GOVERNING LAW. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. SECTIONS 10.09 AND 10.10 OF THE SECOND AMENDED AND RESTATED CREDIT AGREEMENT ARE HEREBY INCORPORATED BY REFERENCE INTO THIS AMENDMENT AND SHALL APPLY HERETO.

SECTION 11. Severability. If any provision of this Amendment is held to be illegal, invalid or unenforceable, the legality, validity and enforceability of the remaining provisions of this Amendment shall not be affected or impaired thereby. The invalidity of a provision in a particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

SECTION 12. Counterparts. This Amendment may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Delivery by facsimile or other electronic means of an executed counterpart of a signature page to this Amendment shall be effective as delivery of an original executed counterpart of this Amendment.

SECTION 13. Headings. The headings of this Amendment are for purposes of reference only and shall not limit or otherwise affect the meaning hereof.

[Remainder of Page Intentionally Left Blank]

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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and delivered by their authorized signatories as of the date first above written.


KINDRED HEALTHCARE, INC., as the Borrower

By:	/s/ Donald H. Robinson
	Name:	Donald H. Robinson
	Title:	Senior Vice President, Tax and Treasurer

[Signature Page to Term Loan Second Amendment and Restatement Agreement]

ABERDEEN HOLDINGS, INC.

ABLE HOME HEALTHCARE, INC.

AVERY MANOR NURSING, L.L.C.

BAYBERRY CARE CENTER, L.L.C.

BRAINTREE NURSING, L.L.C.

BWB SUNBELT HOME HEALTH SERVICES, LLC

CALIFORNIA NURSING CENTERS, L.L.C.

CARE CENTER OF ROSSMOOR, L.L.C.

CENTRAL ARIZONA HOME HEALTH CARE, INC.

COMPASS HOSPICE, INC.

COUNTRY ESTATES NURSING, L.L.C.

COURTLAND GARDENS HEALTH CENTER, INC.

FOCUS CARE HEALTH RESOURCES, INC.

FORESTVIEW NURSING, L.L.C.

GBA HOLDING, INC.

GBA WEST, LLC

GODDARD NURSING, L.L.C.

GREENBRAE CARE CENTER, L.L.C.

GREENS NURSING AND ASSISTED LIVING, L.L.C.

HARBORLIGHTS NURSING, L.L.C.

HAVEN HEALTH, LLC

HELIAN ASC OF NORTHRIDGE, INC.

HELIAN HEALTH GROUP, INC.

HHS HEALTHCARE CORP.

HIGHGATE NURSING, L.L.C.

HIGHLANDER NURSING, L.L.C.

HOME HEALTH OF RURAL TEXAS, INC.

HOME HEALTH SERVICES, INC.

HOMESTEAD HEALTH AND REHABILITATION CENTER, L.L.C.

INTEGRACARE HOLDINGS, INC.

INTEGRACARE HOME HEALTH SERVICES, INC.

INTEGRACARE HOSPICE OF ABILENE, LLC

INTEGRACARE INTERMEDIATE HOLDINGS, INC.

INTEGRACARE OF ABILENE, LLC

INTEGRACARE OF ALBANY, LLC

INTEGRACARE OF ATHENS-HOME HEALTH, LLC

INTEGRACARE OF ATHENS-HOSPICE, LLC

INTEGRACARE OF GRANBURY, LLC

INTEGRACARE OF LITTLEFIELD, LLC

INTEGRACARE OF OLNEY HOME HEALTH, LLC

INTEGRACARE OF TEXAS, LLC

INTEGRACARE OF WEST TEXAS-HOME HEALTH, LLC

INTEGRACARE OF WEST TEXAS-HOSPICE, LLC

INTEGRACARE OF WICHITA FALLS, LLC

J. B. THOMAS HOSPITAL, INC.

KINDRED BRAINTREE HOSPITAL, L.L.C.

KINDRED DEVELOPMENT 4, L.L.C.

KINDRED DEVELOPMENT 7, L.L.C.

KINDRED DEVELOPMENT 8, L.L.C.

KINDRED DEVELOPMENT 9, L.L.C.

KINDRED DEVELOPMENT 10, L.L.C.

KINDRED DEVELOPMENT 11, L.L.C.

KINDRED DEVELOPMENT 12, L.L.C.

KINDRED DEVELOPMENT 13, L.L.C.

KINDRED DEVELOPMENT 15, L.L.C.

KINDRED DEVELOPMENT 17, L.L.C.

KINDRED DEVELOPMENT 29, L.L.C.

KINDRED DEVELOPMENT HOLDINGS 3, L.L.C.

KINDRED DEVELOPMENT HOLDINGS 5, L.L.C.

KINDRED HEALTHCARE OPERATING, INC.

KINDRED HEALTHCARE SERVICES, INC.

KINDRED HOSPICE SERVICES, L.L.C.

KINDRED HOSPITAL-PITTSBURGH-NORTH SHORE, L.L.C.

KINDRED HOSPITALS EAST, L.L.C.

KINDRED HOSPITAL PALM BEACH, L.L.C.

KINDRED HOSPITAL-SPRINGFIELD, L.L.C.

KINDRED HOSPITAL-TOLEDO, L.L.C.

KINDRED HOSPITALS WEST, L.L.C.

KINDRED NEVADA, L.L.C.

KINDRED NURSING CENTERS EAST, L.L.C.

KINDRED NURSING CENTERS NORTH, L.L.C.

KINDRED NURSING CENTERS SOUTH, L.L.C.

KINDRED NURSING CENTERS WEST, L.L.C.

KINDRED REHAB SERVICES, INC.

KINDRED SYSTEMS, INC.

KND DEVELOPMENT 50, L.L.C.

KND DEVELOPMENT 51, L.L.C.

KND DEVELOPMENT 52, L.L.C.

KND DEVELOPMENT 53, L.L.C.

KND DEVELOPMENT 54, L.L.C.

KND DEVELOPMENT 55, L.L.C.

KND DEVELOPMENT 56, L.L.C.

KND DEVELOPMENT 57, L.L.C.

KND DEVELOPMENT 58, L.L.C.

KND DEVELOPMENT 59, L.L.C.

KND DEVELOPMENT 60, L.L.C.

KND DEVELOPMENT 61, L.L.C.


By:	/s/ Donald H. Robinson
	Name:	Donald H. Robinson
	Title:	Senior Vice President, Tax and Treasurer

[Signature Page to Term Loan Second Amendment and Restatement Agreement]

KND DEVELOPMENT 62, L.L.C.

KND DEVELOPMENT 63, L.L.C.

KND HOSPITAL REAL ESTATE HOLDINGS, L.L.C.

KND REAL ESTATE 1, L.L.C.

KND REAL ESTATE 2, L.L.C.

KND REAL ESTATE 3, L.L.C.

KND REAL ESTATE 4, L.L.C.

KND REAL ESTATE 5, L.L.C.

KND REAL ESTATE 6, L.L.C.

KND REAL ESTATE 7, L.L.C.

KND REAL ESTATE 8, L.L.C.

KND REAL ESTATE 9, L.L.C.

KND REAL ESTATE 10, L.L.C.

KND REAL ESTATE 11, L.L.C.

KND REAL ESTATE 12, L.L.C.

KND REAL ESTATE 13, L.L.C.

KND REAL ESTATE 14, L.L.C.

KND REAL ESTATE 15, L.L.C.

KND REAL ESTATE 16, L.L.C.

KND REAL ESTATE 17, L.L.C.

KND REAL ESTATE 18, L.L.C.

KND REAL ESTATE 19, L.L.C.

KND REAL ESTATE 20, L.L.C.

KND REAL ESTATE 21, L.L.C.

KND REAL ESTATE 22, L.L.C.

KND REAL ESTATE 23, L.L.C.

KND REAL ESTATE 24, L.L.C.

KND REAL ESTATE 25, L.L.C.

KND REAL ESTATE 26, L.L.C.

KND REAL ESTATE 27, L.L.C.

KND REAL ESTATE 28, L.L.C.

KND REAL ESTATE 29, L.L.C.

KND REAL ESTATE 30, L.L.C.

KND REAL ESTATE 31, L.L.C.

KND REAL ESTATE 32, L.L.C.

KND REAL ESTATE 33, L.L.C.

KND REAL ESTATE 34, L.L.C.

KND REAL ESTATE 35, L.L.C.

KND REAL ESTATE 36, L.L.C.

KND REAL ESTATE 37, L.L.C.

KND REAL ESTATE 38, L.L.C.

KND REAL ESTATE 39, L.L.C.

KND REAL ESTATE 40, L.L.C.

KND REAL ESTATE 41, L.L.C.

KND REAL ESTATE 42, L.L.C.

KND REAL ESTATE 43, L.L.C.

KND REAL ESTATE 44, L.L.C.

KND REAL ESTATE 45, L.L.C.

KND REAL ESTATE 46, L.L.C.

KND REAL ESTATE 47, L.L.C.

KND REAL ESTATE 48, L.L.C.

KND REAL ESTATE 49, L.L.C.

KND REAL ESTATE 50, L.L.C.

KND REAL ESTATE 51, L.L.C.

KND REAL ESTATE HOLDINGS, L.L.C.

KND REHAB REAL ESTATE HOLDINGS, L.L.C.

KND SNF REAL ESTATE HOLDINGS, L.L.C.

LAFAYETTE HEALTH CARE CENTER, INC.

LAUREL LAKE HEALTH AND REHABILITATION, L.L.C.

MAINE ASSISTED LIVING, L.L.C.

MASSACHUSETTS ASSISTED LIVING, L.L.C.

MEADOWS NURSING, L.L.C.

MEDEQUITIES, INC.

MEDICAL HILL REHAB CENTER, L.L.C.

NORTH WEST TEXAS HOME HEALTH SERVICES, LLC

NP PLUS, LLC

OUTREACH HEALTH SERVICES OF NORTH TEXAS, LLC

OUTREACH HEALTH SERVICES OF THE PANHANDLE, LLC

PACIFIC COAST CARE CENTER, L.L.C.

PACIFIC WEST HOME CARE, LLC

PEOPLEFIRST HOMECARE & HOSPICE OF CALIFORNIA, L.L.C.

PEOPLEFIRST HOMECARE & HOSPICE OF COLORADO, L.L.C.

PEOPLEFIRST HOMECARE & HOSPICE OF INDIANA, L.L.C.

PEOPLEFIRST HOMECARE & HOSPICE OF MASSACHUSETTS, L.L.C.

PEOPLEFIRST HOMECARE & HOSPICE OF OHIO, L.L.C.

PEOPLEFIRST HOMECARE & HOSPICE OF UTAH, L.L.C.

PEOPLEFIRST HOMECARE OF COLORADO, L.L.C.

PEOPLEFIRST VIRGINIA, L.L.C.

PERSONACARE OF CONNECTICUT, INC.


By:	/s/ Donald H. Robinson
	Name:	Donald H. Robinson
	Title:	Senior Vice President, Tax and Treasurer

[Signature Page to Term Loan Second Amendment and Restatement Agreement]

PERSONACARE OF HUNTSVILLE, INC.

PERSONACARE OF OHIO, INC.

PERSONACARE OF READING, INC.

PERSONACARE OF WISCONSIN, INC.

PF DEVELOPMENT 5, L.L.C.

PF DEVELOPMENT 6, L.L.C.

PF DEVELOPMENT 7, L.L.C.

PF DEVELOPMENT 8, L.L.C.

PF DEVELOPMENT 9, L.L.C.

PF DEVELOPMENT 10, L.L.C.

PF DEVELOPMENT 15, L.L.C.

PF DEVELOPMENT 16, L.L.C.

PF DEVELOPMENT 17, L.L.C.

PF DEVELOPMENT 18, L.L.C.

PF DEVELOPMENT 19, L.L.C.

PF DEVELOPMENT 20, L.L.C.

PF DEVELOPMENT 21, L.L.C.

PF DEVELOPMENT 22, L.L.C.

PF DEVELOPMENT 23, L.L.C.

PF DEVELOPMENT 26, L.L.C.

PF DEVELOPMENT 27, L.L.C.

PHH ACQUISITION CORP.

PROFESSIONAL HEALTHCARE AT HOME, LLC

PROFESSIONAL HEALTHCARE, LLC

REHABCARE DEVELOPMENT 1, L.L.C.

REHABCARE DEVELOPMENT 2, L.L.C.

REHABCARE DEVELOPMENT 3, L.L.C.

REHABCARE DEVELOPMENT 4, L.L.C.

REHABCARE DEVELOPMENT 5, L.L.C.

REHAB STAFFING, L.L.C.

SIENA CARE CENTER, L.L.C.

SMITH RANCH CARE CENTER, L.L.C.

SOUTHERN CALIFORNIA SPECIALTY CARE, INC.

SOUTHERN NEVADA HOME HEALTH CARE, INC.

SOUTHERN UTAH HOME HEALTH, INC.

SOUTHERN UTAH HOME OXYGEN & MEDICAL EQUIPMENT, INC.

SPECIALTY HEALTHCARE SERVICES, INC.

SPECIALTY HOSPITAL OF CLEVELAND, INC.

SPECIALTY HOSPITAL OF PHILADELPHIA, INC.

SPECIALTY HOSPITAL OF SOUTH CAROLINA, INC.

SPRINGFIELD PARK VIEW HOSPITAL, L.L.C.

TEXAS HEALTH MANAGEMENT GROUP, LLC

THC – CHICAGO, INC.

THC – HOUSTON, INC.

THC – NORTH SHORE, INC.

THC – ORANGE COUNTY, INC.

THC – SEATTLE, INC.

TOWER HILL NURSING, L.L.C.

TRANSITIONAL HOSPITALS CORPORATION OF INDIANA, INC.

TRANSITIONAL HOSPITALS CORPORATION OF LOUISIANA, INC.

TRANSITIONAL HOSPITALS CORPORATION OF NEVADA, INC.

TRANSITIONAL HOSPITALS CORPORATION OF NEW MEXICO, INC.

TRANSITIONAL HOSPITALS CORPORATION OF TAMPA, INC.

TRANSITIONAL HOSPITALS CORPORATION OF TEXAS, INC.

TRANSITIONAL HOSPITALS CORPORATION OF WISCONSIN, INC.

TRINITY HOSPICE OF TEXAS, LLC

TUCKER NURSING CENTER, INC.

VERNON HOME HEALTH CARE AGENCY, LLC

WELLSTREAM HEALTH SERVICES, LLC

WEST TEXAS, LLC

YGNACIO VALLEY CARE CENTER, L.L.C.

FOOTHILL NURSING COMPANY PARTNERSHIP

HILLHAVEN–MSC PARTNERSHIP

KINDRED HOSPITALS LIMITED PARTNERSHIP

KINDRED NURSING CENTERS CENTRAL LIMITED PARTNERSHIP

KINDRED NURSING CENTERS LIMITED PARTNERSHIP

AMERICAN VITALCARE, LLC

CANNON & ASSOCIATES, LLC

CLEAR LAKE REHABILITATION HOSPITAL, L.L.C.

LAFAYETTE SPECIALTY HOSPITAL, L.L.C.

NEW TRIUMPH HEALTHCARE OF TEXAS, LLC

NEW TRIUMPH HEALTHCARE, INC.

NORTHLAND LTACH, LLC

REHABCARE GROUP, INC.

REHABCARE GROUP EAST, INC.

REHABCARE GROUP MANAGEMENT SERVICES, INC.


By:	/s/ Donald H. Robinson
	Name:	Donald H. Robinson
	Title:	Senior Vice President, Tax and Treasurer

[Signature Page to Term Loan Second Amendment and Restatement Agreement]


REHABCARE GROUP OF TEXAS, LLC REHABCARE GROUP OF CALIFORNIA, LLC REHABCARE HOSPITAL HOLDINGS, L.L.C. SALT LAKE PHYSICAL THERAPY ASSOCIATES, INC SCCI HEALTH SERVICES CORPORATION. SCCI HOSPITAL – EASTON, INC. SCCI HOSPITAL – EL PASO, INC. SCCI HOSPITAL – MANSFIELD, INC. SCCI HOSPITAL VENTURES, INC. SCCI HOSPITALS OF AMERICA, INC. SYMPHONY HEALTH SERVICES, LLC TRIUMPH HEALTHCARE HOLDINGS, INC. TRIUMPH HEALTHCARE SECOND HOLDINGS, LLC TRIUMPH HEALTHCARE THIRD HOLDINGS, LLC TRIUMPH HOSPITAL NORTHWEST INDIANA, INC. TRIUMPH REHABILITATION HOSPITAL NORTHERN INDIANA, LLC TRIUMPH REHABILITATION HOSPITAL OF NORTHEAST HOUSTON, LLC TULSA SPECIALTY HOSPITAL L.L.C. VTA MANAGEMENT SERVICES, LLC VTA STAFFING SERVICES, LLC NEW TRIUMPH HEALTHCARE, LLP REHABCARE GROUP OF AMARILLO, LP REHABCARE GROUP OF ARLINGTON, LP TRIUMPH HOSPITAL OF EAST HOUSTON, L.P. TRIUMPH HOSPITAL OF NORTH HOUSTON, L.P. TRIUMPH SOUTHWEST, L.P.

By:	/s/ Donald H. Robinson
	Name:	Donald H. Robinson
	Title:	Senior Vice President, Tax and Treasurer

KINDRED DEVELOPMENT 27, L.L.C.

By:	/s/ Donald H. Robinson
	Name:	Donald H. Robinson
	Title:	President and Treasurer

[Signature Page to Term Loan Second Amendment and Restatement Agreement]


JPMORGAN CHASE BANK, N.A., as a Consenting Lender

By:	/s/ Dawn L. LeeLum
	NAME:	Dawn L. LeeLum
	TITLE:	Executive Director

[Signature Page to Term Loan Second Amendment and Restatement Agreement]


JPMORGAN CHASE BANK, N.A., as Administrative Agent and Collateral Agent

By:	/s/ Dawn L. LeeLum
	NAME:	Dawn L. LeeLum
	TITLE:	Executive Director

[Signature Page to Term Loan Second Amendment and Restatement Agreement]

Consenting Lenders