LifeCare Holdings, Inc. Sample Contracts

CREDIT AGREEMENT dated as of February 1, 2011 among LIFECARE HOLDINGS, INC., as Borrower, LCI HOLDCO, LLC The Lenders Party Hereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent and Collateral Agent J.P. MORGAN SECURITIES LLC, as Joint Lead...
Credit Agreement • February 8th, 2011 • LifeCare Holdings, Inc. • Services-nursing & personal care facilities • New York

CREDIT AGREEMENT dated as of February 1, 2011 (this “Agreement”), among LIFECARE HOLDINGS, INC., a Delaware corporation, LCI HOLDCO, LLC, a Delaware limited liability company, the LENDERS from time to time party hereto and JPMORGAN CHASE BANK, N.A., a national banking association, as administrative agent and collateral agent for such lenders.

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FORM OF EXCHANGE AGENT AGREEMENT
Exchange Agent Agreement • April 14th, 2006 • LifeCare Holdings, Inc. • New York

LifeCare Holdings, Inc., a Delaware corporation (the “Company”) proposes to make an offer (the “Exchange Offer”) to exchange all of its outstanding 9 1/4% Senior Subordinated Notes due 2013 (the “Old Securities”) for a like principal amount of its 9 1/4% Senior Subordinated Notes due 2013, which have been registered under the Securities Act of 1933, as amended, (the “New Securities”). The terms and conditions of the Exchange Offer as currently contemplated are set forth in a prospectus, dated , 2006 (the “Prospectus”), proposed to be distributed to all record holders of the Old Securities. The Old Securities and the New Securities are collectively referred to herein as the “Securities”.

AMENDED AND RESTATED OPERATING AGREEMENT OF LIFECARE HEALTH PARTNERS, L.L.C. Dated as of December 1, 1998
Operating Agreement • April 14th, 2006 • LifeCare Holdings, Inc. • Louisiana

This Amended and Restated Operating Agreement of LifeCare Health Partners, L.L.C. (this “Agreement”), dated as of December 1, 1998, is adopted and entered into by LifeCare Holdings, Inc., a Delaware corporation, as the sole Member of LifeCare Health Partners, L.L.C., a Louisiana limited liability company formed and existing pursuant to its Articles of Organization.

AGREEMENT
Agreement • March 28th, 2008 • LifeCare Holdings, Inc. • Services-nursing & personal care facilities • Texas

AGREEMENT made and entered into in Plano, Texas, by and between LCI Holding Company, Inc. (the “Company”), a Delaware corporation, LifeCare Holdings, Inc., a Delaware corporation (the “Principal Subsidiary”) with its principal place of business at 5560 Tennyson Parkway, Plano, TX 75024, and Wayne McAlister, of Dallas, Texas (the “Executive”), effective as of the 14th day of January, 2008 (the “Effective Date”).

Contract
Transaction Bonus Agreement • March 30th, 2011 • LifeCare Holdings, Inc. • Services-nursing & personal care facilities • Texas

AMENDED AND RESTATED TRANSACTION BONUS AGREEMENT (this “Agreement”) made and entered into in Plano, Texas, by and between LCI Holding Company, Inc. (the “Company”), a Delaware corporation, LifeCare Holdings, Inc., a Delaware corporation (the “Principal Subsidiary”) with its principal place of business at 5340 Legacy Drive, Suite 150, Plano, TX 75024, and Phillip B. Douglas, of Plano, Texas 75024 (the “Employee”), effective as of the 3rd day of March, 2011, amending and restating in its entirety that certain Transaction Bonus Agreement, effective as of April 15, 2008, by and between the Company, the Principal Subsidiary and the Employee (the “Original Agreement”).

AMENDED AND RESTATED MASTER LEASE AGREEMENT BETWEEN HEALTH CARE REIT, INC., HCRI TEXAS PROPERTIES, LTD. AND HCRI WISCONSIN PROPERTIES, LLC AND LIFECARE REIT 1, INC. June 6, 2007
Master Lease Agreement • June 12th, 2007 • LifeCare Holdings, Inc. • Services-nursing & personal care facilities • Ohio

This AMENDED AND RESTATED MASTER LEASE AGREEMENT (“Lease”) is made effective as of June 6, 2007 (the “Amended Effective Date”) between HEALTH CARE REIT, INC., a corporation organized under the laws of the State of Delaware (“HCN” and a “Landlord” as further defined in §1.4 below), having its principal office located at One SeaGate, Suite 1500, P.O. Box 1475, Toledo, Ohio 43603-1475, HCRI TEXAS PROPERTIES, LTD., a limited partnership organized under the laws of the State of Texas (“HCRI-TX” and a “Landlord” as further defined in §1.4 below), having its principal office located at One SeaGate, Suite 1500, P.O. Box 1475, Toledo, Ohio 43603-1475, and HCRI WISCONSIN PROPERTIES, LLC, a limited liability company organized under the laws of the State of Wisconsin (“HCRI-WI” and a “Landlord” as further defined in §1.4 below), having its principal office located at One SeaGate, Suite 1500, P.O. Box 1475, Toledo, Ohio 43603-1475, and LIFECARE REIT 1, INC., a corporation organized under the laws o

MHS 2/00 (MOB Development Expense Stop) MEDICAL OFFICE BUILDING LEASE
Office Building Lease • April 14th, 2006 • LifeCare Holdings, Inc.

THIS LEASE is made and entered into this 12 day of Nov., 2003 by and between Methodist Healthcare System of San Antonio, 3LTD., d/b/a Physician’s Plaza I or its assigns (“Landlord”), and, San Antonio Specialty Hospital, LTD, d/b/a Life Care Hospitals of San Antonio (“Tenant”).

REGISTRATION RIGHTS AGREEMENT by and among LifeCare Holdings, Inc. and The Guarantors listed on Schedule A hereto and Banc of America Securities LLC ING Financial Markets LLC Dated as of August 11, 2005
Registration Rights Agreement • April 14th, 2006 • LifeCare Holdings, Inc. • New York

This Agreement is made pursuant to the Purchase Agreement, dated as of August 5, 2005 (the “Purchase Agreement”), by and among Rainier and the Initial Purchasers (i) for your benefit and for the benefit of each other Initial Purchaser and (ii) for the benefit of the holders from time to time of the Notes (including you and each other Initial Purchaser). On the Closing Date (as defined below), Rainier will be merged with and into the Company, with the Company being the surviving corporation (the “Merger”). Upon consummation of the Merger, all of the obligations of Rainier under the Purchase Agreement will, by operation of law, become obligations of the Company, and each of (i) the Company and (ii) the Initial Guarantors will expressly become party to the Purchase Agreement by executing a joinder agreement. Any direct or indirect subsidiary of the Company formed or acquired after the Closing Date that executes an additional guarantee in accordance with the terms of the Indenture (the “Ad

AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT
Executive Employment Agreement • November 13th, 2009 • LifeCare Holdings, Inc. • Services-nursing & personal care facilities • Texas

AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT (the “Agreement”) made and entered into in Plano, Texas, by and between LCI Holding Company, Inc. (the “Company”), a Delaware corporation, LifeCare Holdings, Inc., a Delaware corporation (the “Principal Subsidiary”) with its principal place of business at 5560 Tennyson Parkway, Plano, TX 75024, and Grant B. Asay, of Flower Mound, Texas (the “Executive”), effective as of the 21st day of September, 2009 (the “Effective Date”), amending and restating in its entirety that certain Employment Agreement, dated as of June 19, 2006, by and between LifeCare Management Services, L.L.C., a Louisiana limited liability company (the “LLC”), and the Executive, as amended by Amendment No. 1 thereto effective as of April 15, 2008 (as so amended, the “Original Agreement”).

EMPLOYMENT AGREEMENT
Employment Agreement • March 31st, 2010 • LifeCare Holdings, Inc. • Services-nursing & personal care facilities • Texas

THIS EMPLOYMENT AGREEMENT (this “Agreement”), is made as of this 28th day of August , 2009, by and between LIFECARE MANAGEMENT SERVICES, L.L.C., a Louisiana limited liability company (“LifeCare”), and Erik C. Pahl (“Employee”). LifeCare and Employee are collectively referred to in this Agreement as the “Parties.”

AGREEMENT OF LIMITED PARTNERSHIP OF LIFECARE HOSPITALS OF NORTH TEXAS, L.P.
LifeCare Holdings, Inc. • April 14th, 2006 • Texas

This Agreement of Limited Partnership of LifeCare Hospitals of North Texas, L.P. is made and entered into as of the 1st day of February, 1998 by and among LifeCare Holding Company of Texas, L.L.C., a Nevada limited liability company, whose mailing address is 504 Texas Street, Suite 600, Shreveport, Louisiana 71101 (hereinafter “General Partner”) and the undersigned limited partner(s) (hereinafter sometimes referred to as “Limited Partner” or collectively as “Limited Partners” when there is more than one).

Rainier Acquisition Corp.
Purchase Agreement • April 14th, 2006 • LifeCare Holdings, Inc. • New York

Introductory. Rainier Acquisition Corp., a Delaware corporation (“Rainier”) and a wholly owned subsidiary of LCI Holdco, LLC, a Delaware limited liability company (“Holdings”), proposes to issue and sell to Banc of America Securities LLC, J.P. Morgan Securities Inc. and ING Financial Markets LLC (the “Initial Purchasers”), acting severally and not jointly, the respective amounts set forth in Schedule A attached hereto of $150,000,000 aggregate principal amount of Rainier’s 9 1/4% Senior Subordinated Notes due 2013 (the “Notes”).

LifeCare Hospitals of Western Michigan
LifeCare Holdings, Inc. • April 14th, 2006

Re: Lease Agreement by and between NextCARE Specialty Hospital/Muskegon, Inc., a Michigan corporation, as assignee of NextCARE, Inc. (“Tenant”), and Trinity Health-Michigan, a Michigan non-profit corporation, as successor to Mercy Health Services, and doing business as Mercy General Health Partners (“Landlord”), dated as of June 26, 1998 (as amended, the “Lease Agreement”)

JOINDER AGREEMENT August 11, 2005
Joinder Agreement • April 14th, 2006 • LifeCare Holdings, Inc. • New York

THIS JOINDER AGREEMENT, dated as of August 11, 2005 (this “Joinder Agreement”), is between LifeCare Holdings, Inc. (the “Company”), all of the direct and indirect subsidiaries of the Company (the “Guarantors”), and Banc of America Securities LLC, J.P. Morgan Securities Inc. and ING Financial Markets LLC (together, the “Initial Purchasers”).

MEDICAL OFFICE BUILDING LEASE
LifeCare Holdings, Inc. • April 14th, 2006

THIS LEASE is made and entered into this 12 day of NOV., 2003 by and between Methodist Healthcare System of San Antonio, LTD, d/b/a Physician’s Plaza I or its assigns (“Landlord”), and, San Antonio Specialty Hospital, LTD, d/b/a Life Care Hospitals of San Antonio (“Tenant”).

SECURITY AGREEMENT Dated February 1, 2011 From The Grantors referred to herein as Grantors to JPMORGAN CHASE BANK, N.A. as Collateral Agent
Security Agreement • February 8th, 2011 • LifeCare Holdings, Inc. • Services-nursing & personal care facilities • New York

SECURITY AGREEMENT dated February 1, 2011 made by LifeCare Holdings, Inc., a Delaware corporation (the “Borrower”) and the other Persons listed on the signature pages hereof (the Borrower and the Persons so listed being, collectively, the “Grantors”), to JPMorgan Chase Bank, N.A., as collateral agent (together with any successor collateral agent appointed pursuant to Article VIII of the Credit Agreement (as hereinafter defined), the “Collateral Agent”) for the Agents, the Lenders, the Issuing Bank and the Cash Management Banks (as defined in Section 2 hereof) (collectively, the “Secured Parties”).

EMPLOYMENT AGREEMENT
Employment Agreement • August 14th, 2012 • LifeCare Holdings, Inc. • Services-nursing & personal care facilities • Texas

THIS EMPLOYMENT AGREEMENT (this “Agreement”), is made as of this 5th day of June, 2012, by and between LIFECARE MANAGEMENT SERVICES, L.L.C., a Louisiana limited liability company (“LifeCare” or “Company”), and Stuart Archer (“Employee”). LifeCare and Employee are collectively referred to in this Agreement as the “Parties.”

Name of Employee: Phillip B. Douglas
LifeCare Holdings, Inc. • March 30th, 2011 • Services-nursing & personal care facilities

The undersigned acknowledges receipt of a copy of the LCI Holding Company, Inc. 2005 Equity Incentive Plan (the “Plan”). Pursuant to the Plan and in consideration of services that the undersigned has rendered, LCI Holding Company, Inc. (the “Company”) hereby awards (the “Award”) the undersigned 100,000 shares of common stock, $.01 par value per share (the “Stock”) as of March 3, 2011 (the “date of grant”), of the Company, subject to certain conditions set forth below and in the Plan. All terms used in this Agreement shall have the same meaning as in the Plan, except as otherwise expressly provided. The term “vest” as used in this Agreement means the lapsing of the restrictions that are described in this Agreement and in the Plan with respect to shares of Stock that are the subject of the Award.

AMENDMENT TO LEASE AGREEMENT, ASSIGNMENT, NOTE AMENDMENT AND LANDLORD ESTOPPEL
Lease Agreement • April 14th, 2006 • LifeCare Holdings, Inc.

THIS AMENDMENT TO LEASE AGREEMENT, ASSIGNMENT, NOTE AMENDMENT AND LANDLORD ESTOPPEL (“Amendment”) is made and entered into as of the 1st day of May, 2001, by and between Trinity Health-Michigan, a Michigan non-profit corporation, as successor to Mercy Health Services, and doing business as Mercy General Health Partners (“Landlord”), NextCARE Hospitals, Inc., a Delaware corporation formerly known as NextCARE, Inc. (“Tenant”), LifeCare Holdings, Inc., a Delaware corporation (“LifeCare”) (for purposes of Article VII only), and NextCARE Specialty Hospital/Muskegon, Inc., a Michigan corporation (“NextCARE Muskegon”) (for purposes of Articles IV & V only)

Employment Agreement June 19, 2006
Employment Agreement • August 14th, 2008 • LifeCare Holdings, Inc. • Services-nursing & personal care facilities • Texas

THIS EMPLOYMENT AGREEMENT (this “Agreement”), is made as of this 19th day of June, 2006, by and between (i) LIFECARE MANAGEMENT SERVICES, L.L.C., A Louisiana limited liability company (“LifeCare”), and GRANT B. ASAY, (“Employee”). LifeCare and Employee are collectively referred to in this Agreement as the “Parties.”

AMENDMENT NO. 1 TO AGREEMENT
Agreement • August 14th, 2008 • LifeCare Holdings, Inc. • Services-nursing & personal care facilities • Texas

This Amendment No. 1 to Agreement, effective as of April 15, 2008 (the “Amendment”), between LCI Holding Company, Inc. (the “Company”), a Delaware corporation, LifeCare Holdings, Inc., a Delaware corporation (the “Principal Subsidiary”) with its principal place of business at 5560 Tennyson Parkway, Plano, TX 75024, and Phillip B. Douglas, of Louisville, Kentucky (the “Executive”), amends the Agreement between the parties dated as of January 30, 2006 (the “Employment Agreement”). Capitalized terms used but not defined herein shall have the meanings set forth in the Employment Agreement.

LEASE AGREEMENT BETWEEN MERCY HEALTH SERVICES acting under the Corporate assumed name Mercy General Health Partners AND NextCARE, Inc.
Lease Agreement • April 14th, 2006 • LifeCare Holdings, Inc. • Michigan

THIS LEASE is made and entered into as of the 26th day of June, 1998, by and MERCY HEALTH SERVICES, a Michigan nonprofit corporation, acting under the corporate assumed name, Mercy General Health Partners (MGHP) (hereinafter referred to as “Landlord”), and NEXTCARE, INC., a Texas corporation (hereinafter referred to as “Tenant”).

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NON-QUALIFIED STOCK OPTION AGREEMENT OF
Non-Qualified Stock Option Agreement • March 30th, 2011 • LifeCare Holdings, Inc. • Services-nursing & personal care facilities • Delaware

THIS AGREEMENT (the “Agreement”), dated March 3, 2011 is made by and among LCI Holding Company, Inc., a Delaware corporation (the “Company”), and Phillip B. Douglas, an employee or director of the Company (or one of its Subsidiaries, as defined herein), hereinafter referred to as the “Optionee.”

SECURITY AGREEMENT Dated August 11, 2005 From The Grantors referred to herein as Grantors to JPMORGAN CHASE BANK, N.A. as Collateral Agent
Security Agreement • April 14th, 2006 • LifeCare Holdings, Inc. • New York

SECURITY AGREEMENT dated August 11, 2005 made by Rainier Acquisition Corp., a Delaware corporation (the “Borrower”) and the other Persons listed on the signature pages hereof (the Borrower and the Persons so listed being, collectively, the “Grantors”), to JPMorgan Chase Bank, N.A., as collateral agent (together with any successor collateral agent appointed pursuant to Article VIII of the Credit Agreement (as hereinafter defined), the “Collateral Agent”) for the Agents, the Lenders, the Issuing Bank, the Hedge Banks and the Cash Management Banks (as defined in Section 2 hereof) (collectively, the “Secured Parties”).

AGREEMENT OF LIMITED PARTNERSHIP OF SAN ANTONIO SPECIALTY HOSPITAL, LTD. A Texas Limited Partnership
Agreement of Limited Partnership • April 14th, 2006 • LifeCare Holdings, Inc. • Texas

THIS AGREEMENT OF LIMITED PARTNERSHIP (the “Agreement”) is made and entered into this day of July, 1997, by and among the parties hereto.

AMENDMENT TO MEDICAL OFFICE BUILDING LEASE
Office Building Lease • April 14th, 2006 • LifeCare Holdings, Inc.

THIS AMENDMENT TO MEDICAL OFFICE BUILDING LEASE (this “Amendment”) is entered into as of the 6 day of November, 2003, by and between METHODIST HEALTHCARE SYSTEM OF SAN ANTONIO, LTD., D/B/A PHYSICIAN’S PLAZA I (“Landlord”) and SAN ANTONIO SPECIALTY HOSPITAL, LTD., D/B/A LIFECARE HOSPITALS OF SAN ANTONIO (“Tenant”).

AMENDMENT NO. 2 TO THE CREDIT AGREEMENT Dated as of December 6, 2007
The Credit Agreement • December 12th, 2007 • LifeCare Holdings, Inc. • Services-nursing & personal care facilities • New York

AMENDMENT NO. 2 TO THE CREDIT AGREEMENT among LCI Holdco, LLC, a Delaware limited liability company (“Holdings”), LifeCare Holdings, Inc., successor in interest to Rainier Acquisition Corp., a Delaware corporation (the “Borrower”), each of the Lenders (as defined in the Credit Agreement referred to below) listed on the signature pages hereto, and JPMorgan Chase Bank, N.A., as Administrative Agent (the “Agent”).

MASTER LEASE AGREEMENT BETWEEN HEALTH CARE REIT, INC. AND LCI HEALTHCARE HOLDINGS, INC. September 1, 2006
Master Lease Agreement • September 8th, 2006 • LifeCare Holdings, Inc. • Services-nursing & personal care facilities • Ohio

This MASTER LEASE AGREEMENT (“Lease”) is made effective as of August 31, 2006 (the “Effective Date”) between HEALTH CARE REIT, INC., a corporation organized under the laws of the State of Delaware (“HCN” and a “Landlord” as further defined in §1.4 below), having its principal office located at One SeaGate, Suite 1500, P.O. Box 1475, Toledo, Ohio 43603-1475, and LCI HEALTHCARE HOLDINGS, INC., a corporation organized under the laws of the State of Delaware (“Tenant”), having its chief executive office located at 5560 Tennyson Parkway, Plano, Texas 75024.

FORM OF SECOND AMENDED AND RESTATED MASTER LEASE AGREEMENT AMONG HEALTH CARE REIT, INC., HCRI TEXAS PROPERTIES, LTD., HCRI WISCONSIN PROPERTIES, LLC, HCRI PENNSYLVANIA PROPERTIES, INC., HCRI LOUISIANA PROPERTIES, L.P. AND LIFECARE REIT 1, INC. August...
Master Lease Agreement • August 3rd, 2011 • LifeCare Holdings, Inc. • Services-nursing & personal care facilities • Ohio

This SECOND AMENDED AND RESTATED MASTER LEASE AGREEMENT (“Lease”) is made effective as of August 1, 2011 (the “Effective Date”) among HEALTH CARE REIT, INC., a corporation organized under the laws of the State of Delaware (“HCN” and a “Landlord” as further defined in §1.4 below), having its principal office located at 4500 Dorr Street, Toledo, Ohio 43615-4040, HCRI TEXAS PROPERTIES, LTD., a limited partnership organized under the laws of the State of Texas (“HCRI-TX” and a “Landlord” as further defined in §1.4 below), having its principal office located at 4500 Dorr Street, Toledo, Ohio 43615-4040, HCRI WISCONSIN PROPERTIES, LLC, a limited liability company organized under the laws of the State of Wisconsin (“HCRI-WI” and a “Landlord” as further defined in §1.4 below), having its principal office located at 4500 Dorr Street, Toledo, Ohio 43615-4040, HCRI PENNSYLVANIA PROPERTIES, INC., a corporation organized under the laws of the Commonwealth of Pennsylvania (“HCRI-PA” and a “Landlord”

ASSET PURCHASE AGREEMENT BETWEEN AND AMONG HEALTHSOUTH CORPORATION, HOUSTON REHABILITATION ASSOCIATES, HEALTHSOUTH SPECIALTY HOSPITAL OF NORTH LOUISIANA, LLC, HEALTHSOUTH LTAC OF SARASOTA, INC., HEALTHSOUTH OF PITTSBURGH, LLC, HEALTHSOUTH SUB-ACUTE...
Asset Purchase Agreement • May 20th, 2011 • LifeCare Holdings, Inc. • Services-nursing & personal care facilities • Delaware

THIS ASSET PURCHASE AGREEMENT (this “Agreement”) is made and entered into effective as of May 17, 2011 between and among, HEALTHSOUTH CORPORATION, a Delaware corporation (“HealthSouth”), HOUSTON REHABILITATION ASSOCIATES, a Delaware general partnership, HEALTHSOUTH SPECIALTY HOSPITAL OF NORTH LOUISIANA, LLC, a Louisiana limited liability company, HEALTHSOUTH LTAC OF SARASOTA, INC., a Delaware corporation, HEALTHSOUTH OF PITTSBURGH, LLC, a Delaware limited liability company, HEALTHSOUTH SUB-ACUTE CENTER OF MECHANICSBURG, LLC, a Delaware limited liability company, REHABILITATION HOSPITAL OF NEVADA – LAS VEGAS, INC., a Delaware corporation, HEALTHSOUTH OF TEXAS, INC., a Texas corporation, and SARASOTA LTAC PROPERTIES, LLC, a Florida limited liability company, (each of the foregoing Entities is referred to herein individually as a “Seller” or collectively as “Sellers”), and LIFECARE HOSPITALS OF MECHANICSBURG, LLC, a Delaware limited liability company, LIFECARE HOSPITAL AT TENAYA, LLC, a D

FIRST AMENDMENT TO SUBLEASE
Sublease • April 14th, 2006 • LifeCare Holdings, Inc.

This FIRST AMENDMENT TO SUBLEASE (this “Amendment”) is made as of July 19, 2005, by and between Shreveport Doctors Hospital 2003, Ltd. (“Landlord”), a Texas limited partnership with an address of c/o Shreveport Hospital Management, Inc., its sole general partner, 1130 Louisiana Street, Shreveport, LA 71101 and LifeCare Hospitals, Inc. (“Sublessee”), a Louisiana corporation with an address of 9320 Linwood Avenue, Shreveport, LA 71106.

MANAGEMENT AGREEMENT
Management Agreement • April 14th, 2006 • LifeCare Holdings, Inc. • New York

This Management Agreement (this “Agreement”) is entered into as of August 11, 2005 by and among Rainier Acquisition Corp., a Delaware corporation (“Merger Sub”), LCI Holdco LLC, a Delaware limited liability company (“Holdco”), LCI Intermediate Holdco, Inc., a Delaware corporation (“Intermediate”), LCI Holding Company, Inc., a Delaware corporation (“Holdings” and, together with the Merger Sub, Holdco and Intermediate, and with LifeCare Holdings, Inc., a Delaware corporation (“LifeCare Holdings” or the “Company”) as successor by merger to Merger Sub, the “LifeCare Corporations”), and TC Group IV, L.L.C., a Delaware limited liability company (the “Manager”).

LIMITED WAIVER AGREEMENT
Limited Waiver Agreement • September 20th, 2012 • LifeCare Holdings, Inc. • Services-nursing & personal care facilities • New York

This LIMITED WAIVER AGREEMENT (this “Agreement”), dated as of September 14, 2012, is entered into by and among LIFECARE HOLDINGS, INC. (the “Company”), each direct or indirect subsidiary of the Company that is a Guarantor (as defined in the Indenture (as defined below)), and each Holder (as defined in the Indenture) of Notes (as defined below) signatory hereto (the “Waiving Noteholders”). Unless otherwise defined herein, capitalized terms used herein and defined in the Indenture referred to below are used herein as therein defined.

LIMITED WAIVER AND FIRST AMENDMENT TO CREDIT AGREEMENT AND TERMINATION OF REVOLVING COMMITMENTS
Credit Agreement • September 20th, 2012 • LifeCare Holdings, Inc. • Services-nursing & personal care facilities • New York

This Limited Waiver and First Amendment to Credit Agreement and Termination of Revolving Commitments (this “Agreement”) is entered into as of September 14, 2012, by and among LIFECARE HOLDINGS, INC., a Delaware corporation (“Borrower”), LCI HOLDCO, LLC, a Delaware limited liability company (“Holdco”), the Required Lenders signatory hereto (each a “Participating Lender”) and JPMorgan Chase Bank, N.A., as Administrative Agent and Collateral Agent for the Lenders (in such capacity, the “Administrative Agent”).

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