Kindred Healthcare, Inc Sample Contracts

Kindred Healthcare, Inc – AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF KINDRED HEALTHCARE, INC. (July 2nd, 2018)

The registered office of the Company in the State of Delaware is located at Suite 302, 4001 Kennett Pike, Wilmington, County of New Castle, Delaware 19807, and the name of the registered agent whose office address will be the same as the registered office is Maples Fiduciary Services (Delaware) Inc.

Kindred Healthcare, Inc – AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF KINDRED HEALTHCARE, LLC (July 2nd, 2018)

This Amended and Restated Limited Liability Company Agreement (this “Agreement”) of Kindred Healthcare, LLC, a Delaware limited liability company (the “Company”), is made, entered into and effective as of the Effective Time (as defined below) on July 2, 2018 by and between Kentucky Hospital Intermediate, LLC, a Delaware limited liability company, as the sole member (the “Member”) and, solely to reflect its withdrawal as a member of the Company for the purposes of Section 6.02, Kentucky Homecare Intermediate, Inc., a Delaware corporation (the “Withdrawing Member”).

Kindred Healthcare, Inc – LIMITED LIABILITY COMPANY AGREEMENT OF KINDRED HEALTHCARE, LLC (July 2nd, 2018)

This Limited Liability Company Agreement (this “Agreement”) of Kindred Healthcare, LLC, a Delaware limited liability company (the “Company”), is made, entered into and effective as of July 2, 2018 by Kentucky Homecare Intermediate, Inc., a Delaware corporation, as the sole member (the “Member”).

Kindred Healthcare, Inc – AMENDMENT NO. 3 TO THE SECOND AMENDED AND RESTATED MASTER LEASE AGREEMENT NO. 5 (May 8th, 2018)

THIS AMENDMENT NO. 3 TO THE SECOND AMENDED AND RESTATED MASTER LEASE AGREEMENT NO. 5 is effective as of March 27, 2018 (this “Amendment”), by and among Kindred Healthcare, Inc., a Delaware corporation (“Kindred”), Kindred Healthcare Operating, Inc., a Delaware corporation and direct, wholly-owned subsidiary of Kindred (“Operator,” and together with Kindred, the “Tenants”), and Ventas Realty, Limited Partnership, a Delaware limited partnership (“Ventas”) and amends that certain Second Amended and Restated Master Lease Agreement No. 5, dated as of November 11, 2016 (as amended from time to time, the “Master Lease”).  Each of Kindred, Operator and Ventas is referred to, individually, as a “Party” and, collectively, they are referred to as the “Parties”.

Kindred Healthcare, Inc – AMENDMENT NO. 1 TO SECOND AMENDED AND RESTATED MASTER LEASE AGREEMENT NO. 5 (March 1st, 2018)

THIS AMENDMENT NO. 1 TO SECOND AMENDED AND RESTATED MASTER LEASE AGREEMENT NO. 5 (hereinafter, this “Amendment”) is executed, and effective, as of November 7, 2017 (the “Amendment Effective Date”) and is by and among VENTAS REALTY, LIMITED PARTNERSHIP, a Delaware limited partnership (together with its successors and assigns, “Lessor”), and KINDRED HEALTHCARE, INC., a Delaware corporation formerly known as Vencor, Inc. (“Kindred”), and KINDRED HEALTHCARE OPERATING, INC., a Delaware corporation formerly known as Vencor Operating, Inc. (“Operator”; Operator, jointly and severally with Kindred and permitted successors and assignees of Operator and Kindred, “Tenant”).

Kindred Healthcare, Inc – KINDRED HEALTHCARE REPORTS FOURTH QUARTER AND FULL YEAR 2017 RESULTS Consolidated Revenues of $1.5 Billion, GAAP Loss from Continuing Operations of $135 Million(1), GAAP Diluted Loss Per Share from Continuing Operations of $1.65(1), and EBITDA Loss of $193 Million(2) in the Fourth Quarter Core EBITDA of $119 Million(3) and Core Diluted Earnings Per Share from Continuing Operations of $0.20(3) in the Fourth Quarter GAAP and Core Results in the Fourth Quarter include Negative Pretax Earnings Impact of $2 Million and Diluted EPS Impact of $0.02 from LTAC Hospital Closures Consolidated Revenues of (February 28th, 2018)

LOUISVILLE, Ky. (February 28, 2018) – Kindred Healthcare, Inc. (“Kindred” or the “Company”) (NYSE:KND) today announced its operating results for the fourth quarter and full year ended December 31, 2017. The Company also today will file its Annual Report on Form 10-K with the Securities and Exchange Commission (“SEC”).

Kindred Healthcare, Inc – SEPARATION AGREEMENT by and among KINDRED HEALTHCARE, INC., KENTUCKY HOMECARE HOLDINGS, INC., KENTUCKY HOSPITAL HOLDINGS, LLC, and KENTUCKY HOSPITAL MERGER SUB, INC. Dated as of December 19, 2017 (December 21st, 2017)

This SEPARATION AGREEMENT (this “Agreement”), dated as of December 19, 2017, is by and among Kindred Healthcare, Inc., a Delaware corporation (together with its successors-in-interest, the “Company”), Kentucky Homecare Holdings, Inc., a Delaware corporation (“Parent”), Kentucky Hospital Holdings, LLC, a Delaware limited liability company (“HospitalCo Parent”), and Kentucky Hospital Merger Sub, Inc., a Delaware corporation (“Hospital Merger Sub”). Each of the Company, Parent, HospitalCo Parent and Hospital Merger Sub is referred to herein as a “Party” and, collectively, as the “Parties” and each of Parent, HospitalCo Parent and Hospital Merger Sub is sometimes referred to herein as a “Consortium Party” and, collectively, as the “Consortium Parties”.

Kindred Healthcare, Inc – AGREEMENT AND PLAN OF MERGER among KENTUCKY HOSPITAL HOLDINGS, LLC, KENTUCKY HOMECARE HOLDINGS, INC., KENTUCKY HOMECARE MERGER SUB, INC. and KINDRED HEALTHCARE, INC. dated as of DECEMBER 19, 2017 (December 21st, 2017)

This Agreement and Plan of Merger (this “Agreement”), is entered into as of December 19, 2017, by and among Kindred Healthcare, Inc., a Delaware corporation (the “Company”), Kentucky Hospital Holdings, LLC, a Delaware limited liability company (“HospitalCo Parent”), Kentucky Homecare Holdings, Inc., a Delaware corporation (“Parent”), and Kentucky Homecare Merger Sub, Inc., a Delaware corporation wholly owned by Parent (“Merger Sub”). Unless the context otherwise requires, capitalized terms used herein and not otherwise defined shall have the meanings set forth in Section 10.01 of this Agreement.

Kindred Healthcare, Inc – AMENDMENT NO. 2 TO THE SECOND AMENDED AND RESTATED MASTER LEASE AGREEMENT NO. 5 (December 21st, 2017)

THIS AMENDMENT NO. 2 TO THE SECOND AMENDED AND RESTATED MASTER LEASE AGREEMENT NO. 5 is made and entered into as of December 19, 2017 (this “Amendment”), by and among Kindred Healthcare, Inc., a Delaware corporation (“Kentucky”), Kindred Healthcare Operating, Inc., a Delaware corporation and direct, wholly-owned subsidiary of Kentucky (“Operator,” and together with Kentucky, the “Tenants”), and Ventas Realty, Limited Partnership, a Delaware limited partnership (“Ventas”). Each of Kentucky, Operator and Ventas is referred to, individually, as a “Party” and, collectively, they are referred to as the “Parties.”

Kindred Healthcare, Inc – SEPARATION AGREEMENT by and among KINDRED HEALTHCARE, INC., KENTUCKY HOMECARE HOLDINGS, INC., KENTUCKY HOSPITAL HOLDINGS, LLC, and KENTUCKY HOSPITAL MERGER SUB, INC. Dated as of December 19, 2017 (December 21st, 2017)

This SEPARATION AGREEMENT (this “Agreement”), dated as of December 19, 2017, is by and among Kindred Healthcare, Inc., a Delaware corporation (together with its successors-in-interest, the “Company”), Kentucky Homecare Holdings, Inc., a Delaware corporation (“Parent”), Kentucky Hospital Holdings, LLC, a Delaware limited liability company (“HospitalCo Parent”), and Kentucky Hospital Merger Sub, Inc., a Delaware corporation (“Hospital Merger Sub”). Each of the Company, Parent, HospitalCo Parent and Hospital Merger Sub is referred to herein as a “Party” and, collectively, as the “Parties” and each of Parent, HospitalCo Parent and Hospital Merger Sub is sometimes referred to herein as a “Consortium Party” and, collectively, as the “Consortium Parties”.

Kindred Healthcare, Inc – AMENDMENT NO. 2 TO THE SECOND AMENDED AND RESTATED MASTER LEASE AGREEMENT NO. 5 (December 21st, 2017)

THIS AMENDMENT NO. 2 TO THE SECOND AMENDED AND RESTATED MASTER LEASE AGREEMENT NO. 5 is made and entered into as of December 19, 2017 (this “Amendment”), by and among Kindred Healthcare, Inc., a Delaware corporation (“Kentucky”), Kindred Healthcare Operating, Inc., a Delaware corporation and direct, wholly-owned subsidiary of Kentucky (“Operator,” and together with Kentucky, the “Tenants”), and Ventas Realty, Limited Partnership, a Delaware limited partnership (“Ventas”). Each of Kentucky, Operator and Ventas is referred to, individually, as a “Party” and, collectively, they are referred to as the “Parties.”

Kindred Healthcare, Inc – Amendment to Amended and Restated Bylaws of Kindred Healthcare, Inc. (December 21st, 2017)

The Amended and Restated Bylaws of Kindred Healthcare, Inc. be and hereby are amended by the addition of a new Section 6.8 thereto, to read in its entirety as follows:

Kindred Healthcare, Inc – Dear INSERT: I am reaching out with some exciting news about our company. Kindred announced that it is being acquired and will become two private companies. Kindred’s IRFs, contract rehabilitation services and LTAC hospitals will become a specialty hospital company, Kindred Healthcare, owned by TPG Capital and Welsh, Carson, Anderson & Stowe (“WCAS”). Our home health, hospice and community care businesses will become a separate company, Kindred at Home, owned 40 percent by Humana, with the remaining 60 percent owned by TPG and WCAS. (December 19th, 2017)

This transaction represents an opportunity to evolve our integrated care approach and position each of Kindred’s service lines to be even more successful in the future. As an important part of a private specialty hospital company, Kindred Rehabilitation Services (KRS) will have greater financial and operational flexibility to meet the needs of patients and our partners. We are excited to have strong financial partners; TPG and WCAS are two of the most experienced healthcare investors in private equity. TPG and WCAS share our commitment to providing a patients-first approach to high-quality, compassionate care and have the resources and experience to help us succeed in this next chapter.

Kindred Healthcare, Inc – KINDRED HEALTHCARE TO BE ACQUIRED BY TPG CAPITAL, WELSH, CARSON, ANDERSON & STOWE AND HUMANA INC. FOR $9.00 PER SHARE IN CASH Transaction Valued at Approximately $4.1 Billion; (December 19th, 2017)

LOUISVILLE, Ky. – December 19, 2017 – Kindred Healthcare, Inc. (“Kindred” or “the Company”) (NYSE:KND) today announced that its Board of Directors has approved a definitive agreement under which it will be acquired by a consortium of three companies: TPG Capital (“TPG”), Welsh, Carson, Anderson & Stowe (“WCAS”) and Humana Inc. (“Humana”) (NYSE: HUM) (together, the “consortium”) for approximately $4.1 billion in cash including the assumption or repayment of net debt.

Kindred Healthcare, Inc – Contact: Todd Flowers Investor Relations (502) 596-6569 (November 7th, 2017)

LOUISVILLE, Ky. (November 6, 2017) – Kindred Healthcare, Inc. (“Kindred” or the “Company”) (NYSE:KND) today announced its operating results for the third quarter ended September 30, 2017.

Kindred Healthcare, Inc – Contract (November 6th, 2017)

AMENDMENT TO THE FOURTH AMENDED AND RESTATED ABL CREDIT AGREEMENT dated as of September 27, 2017 (this “Amendment”), among KINDRED HEALTHCARE, INC., a Delaware corporation (the “Borrower”), the CONSENTING LENDERS (as defined below) and JPMorgan Chase bank, N.A., as administrative agent (the “Administrative Agent”).

Kindred Healthcare, Inc – Contact: Todd Flowers Investor Relations (August 4th, 2017)

LOUISVILLE, Ky. (August 3, 2017) – Kindred Healthcare, Inc. (“Kindred” or the “Company”) (NYSE:KND) today announced its operating results for the second quarter ended June 30, 2017.

Kindred Healthcare, Inc – ASSET PURCHASE AGREEMENT by and between KINDRED HEALTHCARE OPERATING, INC. and BM EAGLE HOLDINGS, LLC Dated as of June 30, 2017 (July 3rd, 2017)

THIS ASSET PURCHASE AGREEMENT (this “Agreement”), dated as of June 30, 2017 (the “Execution Date”), is by and between Kindred Healthcare Operating, Inc., a Delaware corporation (“Seller” or “Kindred”), and BM Eagle Holdings, LLC, a Delaware limited liability company (“Purchaser”). Each of Seller and Purchaser may be referred to herein as a “Party” and collectively as the “Parties.” Each of the BlueMountain Foinaven Master Fund L.P., BlueMountain Logan Opportunities Master Fund, L.P., BlueMountain Montenvers Master Fund, SCA SICAV-SIF BlueMountain Guadalupe Peak Fund L.P., BlueMountain Summit Opportunities Fund II (US) L.P., and BMSB L.P. (each a “Fund”, and collectively, the “Funds”) is a party hereto solely for the purposes of Sections 5.6, 5.8, 10.2(b)(i) and 10.4.

Kindred Healthcare, Inc – Contact: Todd Flowers Investor Relations (May 4th, 2017)

LOUISVILLE, Ky. (May 3, 2017) – Kindred Healthcare, Inc. (“Kindred” or the “Company”) (NYSE:KND) today announced its operating results for the first quarter ended March 31, 2017.

Kindred Healthcare, Inc – RECITALS (March 14th, 2017)

THIS SIXTH AMENDED AND RESTATED TERM LOAN CREDIT AGREEMENT dated as of June 1, 2011, as amended as of October 4, 2012, as amended and restated as of May 30, 2013, as further amended and restated as of August 21, 2013, as further amended and restated as of April 9, 2014, as further amended and restated as of November 25, 2014, as further amended as of March 10, 2015, as further amended and restated as of June 14, 2016 and as further amended and restated as of March 14, 2017 (as further amended, amended and restated, supplemented or otherwise modified from time to time in accordance with the terms hereof, this “Agreement”) among KINDRED HEALTHCARE, INC., the LENDERS party hereto, JPMORGAN CHASE BANK, N.A., as Administrative Agent and Collateral Agent, CITIBANK, N.A., BARCLAYS BANK, PLC and MORGAN STANLEY SENIOR FUNDING, INC., as Co-Syndication Agents, and MORGAN STANLEY SENIOR FUNDING, INC. and CAPITAL ONE, NATIONAL ASSOCIATION, as Co-Documentation Agents.

Kindred Healthcare, Inc – Contact: Todd Flowers Investor Relations (February 28th, 2017)

LOUISVILLE, Ky. (February 27, 2017) – Kindred Healthcare, Inc. (“Kindred” or the “Company”) (NYSE:KND) today announced its operating results for the fourth quarter ended December 31, 2016.

Kindred Healthcare, Inc – AMENDED AND RESTATED EMPLOYMENT AGREEMENT (February 28th, 2017)

This AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “Agreement”) is made on November 15, 2016 (the “Effective Date”), by and between Kindred Healthcare Operating, Inc., a Delaware corporation (the “Company”), and Michael W. Beal (the "Executive").

Kindred Healthcare, Inc – AMENDMENT NO. 4 TO SECOND AMENDED AND RESTATED MASTER LEASE AGREEMENT NO. 4 (November 14th, 2016)

THIS AMENDMENT NO. 4 TO SECOND AMENDED AND RESTATED MASTER LEASE AGREEMENT NO. 4 (hereinafter, this “Amendment”) is executed as of November 11, 2016 (the “Amendment Effective Date”) and is by and among VENTAS REALTY, LIMITED PARTNERSHIP, a Delaware limited partnership (together with its successors and assigns, “Lessor”), and KINDRED HEALTHCARE, INC., a Delaware corporation formerly known as Vencor, Inc. (“Kindred”), and KINDRED HEALTHCARE OPERATING, INC., a Delaware corporation formerly known as Vencor Operating, Inc. (“Operator”; Operator, jointly and severally with Kindred and permitted successors and assignees of Operator and Kindred, “Tenant”).

Kindred Healthcare, Inc – AGREEMENT REGARDING MASTER LEASES NO. 3 (November 14th, 2016)

THIS AGREEMENT REGARDING MASTER LEASES NO. 3 (hereinafter, this “Agreement”) is dated as of the 11th day of November, 2016 (the “ARML Effective Date”), and is between VENTAS REALTY, LIMITED PARTNERSHIP, a Delaware limited partnership (together with its successors and assigns, “Lessor”), and KINDRED HEALTHCARE, INC., a Delaware corporation formerly known as Vencor, Inc. (“Kindred”), and KINDRED HEALTHCARE OPERATING, INC., a Delaware corporation formerly known as Vencor Operating, Inc. (“Operator”; Operator, jointly and severally with Kindred and permitted successors and assignees of Operator and Kindred, “Tenant”).

Kindred Healthcare, Inc – AMENDMENT NO. 2 TO SECOND AMENDED AND RESTATED MASTER LEASE AGREEMENT NO. 2 (November 14th, 2016)

THIS AMENDMENT NO. 2 TO SECOND AMENDED AND RESTATED MASTER LEASE AGREEMENT NO. 2 (hereinafter, this “Amendment”) is executed as of November 11, 2016 (the “Amendment Effective Date”) and is by and among VENTAS REALTY, LIMITED PARTNERSHIP, a Delaware limited partnership (together with its successors and assigns, “Lessor”), and KINDRED HEALTHCARE, INC., a Delaware corporation formerly known as Vencor, Inc. (“Kindred”), and KINDRED HEALTHCARE OPERATING, INC., a Delaware corporation formerly known as Vencor Operating, Inc. (“Operator”; Operator, jointly and severally with Kindred and permitted successors and assignees of Operator and Kindred, “Tenant”).

Kindred Healthcare, Inc – SECOND AMENDED AND RESTATED M A S T E R L E A S E A G R E E M E N T NO. 5 DATED AS OF NOVEMBER 11, 2016 EXECUTED BY VENTAS REALTY, LIMITED PARTNERSHIP, AS LESSOR AND KINDRED HEALTHCARE, INC. AND KINDRED HEALTHCARE OPERATING, INC., AS TENANT (November 14th, 2016)

THIS SECOND AMENDED AND RESTATED MASTER LEASE AGREEMENT NO. 5 (hereinafter this “Lease”) is dated as of the 11th day of November, 2016 (the “Effective Date”), and is between VENTAS REALTY, LIMITED PARTNERSHIP, a Delaware limited partnership (together with its successors and assigns, “Lessor”), and KINDRED HEALTHCARE, INC., a Delaware corporation formerly known as Vencor, Inc. (“Kindred”), and KINDRED HEALTHCARE OPERATING, INC., a Delaware corporation formerly known as Vencor Operating, Inc. (“Operator”; Operator, jointly and severally with Kindred and permitted successors and assignees of Operator and Kindred, “Tenant”).

Kindred Healthcare, Inc – AMENDMENT NO. 4 TO SECOND AMENDED AND RESTATED MASTER LEASE AGREEMENT NO. 1 (November 14th, 2016)

THIS AMENDMENT NO. 4 TO SECOND AMENDED AND RESTATED MASTER LEASE AGREEMENT NO. 1 (hereinafter, this “Amendment”) is executed as of November 11, 2016 (the “Amendment Effective Date”) and is by and among VENTAS REALTY, LIMITED PARTNERSHIP, a Delaware limited partnership (together with its successors and assigns, “Lessor”), and KINDRED HEALTHCARE, INC., a Delaware corporation formerly known as Vencor, Inc. (“Kindred”), and KINDRED HEALTHCARE OPERATING, INC., a Delaware corporation formerly known as Vencor Operating, Inc. (“Operator”; Operator, jointly and severally with Kindred and permitted successors and assignees of Operator and Kindred, “Tenant”).

Kindred Healthcare, Inc – EMPLOYMENT AGREEMENT (November 9th, 2016)

This EMPLOYMENT AGREEMENT (the “Agreement”) is made as of the 15th day of August, 2016 (the “Effective Date”), by and between Kindred Healthcare Operating, Inc., a Delaware corporation (the “Company”), and Jason P. Zachariah (the "Executive").

Kindred Healthcare, Inc – Change-in-Control Severance Agreement (November 9th, 2016)

This Change-in-Control Severance Agreement (the “Agreement”) is made as of the 15th day of August, 2016 (the “Effective Date”), by and between Kindred Healthcare Operating, Inc., a Delaware corporation (the “Company”) and JASON P. ZACHARIAH (the “Employee”).

Kindred Healthcare, Inc – Contact: Todd Flowers Investor Relations (November 8th, 2016)
Kindred Healthcare, Inc – Contact: Susan E. Moss (November 3rd, 2016)
Kindred Healthcare, Inc – Contact: Todd Flowers (October 3rd, 2016)
Kindred Healthcare, Inc – EMPLOYEE RETENTION AGREEMENT (August 8th, 2016)

This Employee Retention Agreement (“Agreement”), dated as of May 9, 2016, is by and between Kindred Healthcare Operating, Inc. (the “Company”) and Jon B. Rousseau (“Employee”).

Kindred Healthcare, Inc – AMENDMENT NO. 4 TO AMENDED AND RESTATED MASTER LEASE AGREEMENT NO. 5 (August 8th, 2016)

This Amendment No. 4 to Amended and Restated Master Lease Agreement No. 5 (this “Amendment”) is entered into as of June 21, 2016, by and between: (a) Ventas Realty, Limited Partnership, a Delaware limited partnership (“Lessor”); (b) Kindred Healthcare, Inc., a Delaware corporation (“Kindred”), and Kindred Healthcare Operating, Inc., a Delaware corporation (“Operator” and, together with Kindred and permitted successors and assignees of Operator and Kindred, collectively, “Tenant”); and (c) Kindred Hospitals Limited Partnership, a Delaware limited partnership (“Affiliate Guarantor”).

Kindred Healthcare, Inc – Contact: Todd Flowers Investor Relations (August 5th, 2016)