0001193125-14-142782 Sample Contracts

RECITALS
Abl Credit Agreement • April 14th, 2014 • Kindred Healthcare, Inc • Services-nursing & personal care facilities • New York

THIS SECOND AMENDED AND RESTATED ABL CREDIT AGREEMENT dated as of June 1, 2011, as amended as of October 4, 2012, as amended and restated as of August 21, 2013 and as further amended and restated as of April 9, 2014 (and 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, BARCLAYS BANK PLC, CITIBANK, N.A. and MORGAN STANLEY SENIOR FUNDING, INC., as Co-Syndication Agents, and GENERAL ELECTRIC CAPITAL CORPORATION and WELLS FARGO CAPITAL FINANCE, LLC, as Co-Documentation Agents.

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RECITALS
Term Loan Credit Agreement • April 14th, 2014 • Kindred Healthcare, Inc • Services-nursing & personal care facilities • New York

THIS THIRD AMENDED AND RESTATED TERM LOAN CREDIT AGREEMENT dated as of June 1, 2011, as amended and restated as of May 30, 2013 and August 21, 2013 and as further amended and restated as of April 9, 2014 (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 GENERAL ELECTRIC CAPITAL CORPORATION, as Co-Documentation Agents.

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • April 14th, 2014 • Kindred Healthcare, Inc • Services-nursing & personal care facilities • New York

This REGISTRATION RIGHTS AGREEMENT, dated April 9, 2014 (this “Agreement”), is entered into by and among KINDRED HEALTHCARE, INC., a Delaware corporation (the “Company”), the guarantors listed in Schedule 1 hereto (the “Guarantors”) and J.P. Morgan Securities LLC (“J. P. Morgan”), as representative (the “Representative”) of the initial purchasers (the “Initial Purchasers”) listed in Schedule 1 to the Purchase Agreement (as defined below).

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