Exhibit 4.5
AMENDMENT No. 1 TO REGISTRATION RIGHTS AGREEMENT
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THIS AMENDMENT No. 1, dated as of August 18, 2001 (this "Amendment"), is
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made by and among Kindred Healthcare, Inc. (formerly named Vencor, Inc.), a
Delaware corporation (the "Company"), and the holders identified on the
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signature pages hereto (the "Holders"), with respect to the Registration Rights
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Agreement, dated as of April 20, 2001 (the "Registration Rights Agreement"), by
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and among the Company and the Holders. For all purposes of this Amendment,
capitalized terms used but not defined herein have the meanings assigned to such
terms in the Registration Rights Agreement.
RECITALS
WHEREAS, the Company and the Holders have heretofore entered into the
Registration Rights Agreement;
WHEREAS, the Company has informed the Holders that it desires, for valid
business reasons, a 30-day extension of the time for it to file a Shelf
Registration Statement in accordance with Section 2 of the Registration Rights
Agreement (the "Extension"); and
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WHEREAS, the Company and the Holders are willing to enter into such
amendment;
NOW, THEREFORE, for good and valuable consideration, the receipt and
adequacy of which are hereby acknowledged, it is agreed as follows:
ARTICLE I
AMENDMENT
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Section 2(a) of the Registration Rights Agreement is hereby amended by
replacing the number "120" in the second line thereof with the number "150".
ARTICLE II
MISCELLANEOUS
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Section 2.1. Regarding the Company and the Holders. All of the provisions
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of the Registration Rights Agreement with respect to the rights and duties of
the Company and the Holders shall be applicable in respect hereof as fully and
with like effect as if set forth herein in full. Each Holder is a party to the
Registration Rights Agreement and has not transferred or assigned any of its
rights thereunder to any other Person.
Section 2.2. Continuing Effect. Except as expressly amended by this
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Amendment, the Registration Rights Agreement shall remain in full force and
effect in accordance with its terms.
Section 2.3. References to Registration Rights Agreement. All references
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to the Registration Rights Agreement in the Registration Rights Agreement or in
any other document executed or delivered in connection therewith shall, from and
after the effectiveness of this Amendment, be deemed to be references to the
Registration Rights Agreement as amended hereby, unless the context expressly
requires otherwise.
Section 2.4. Governing Law. THIS AMENDMENT SHALL BE GOVERNED BY AND
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CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE JURISDICTION WHICH GOVERN THE
REGISTRATION RIGHTS AGREEMENT AND ITS CONSTRUCTION.
Section 2.5. Counterparts. This Amendment may be executed in any number
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of counterparts, each of which so executed shall be deemed to be an original,
but all such counterparts shall together constitute but one and the same
instrument.
[Signature Pages Follow]
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be duly executed as of the date first written above.
KINDRED HEALTHCARE, INC.
By: /s/ Xxxxxxx X. Xxxxxxxxxxx
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Name: Xxxxxxx X. Xxxxxxxxxxx
Title: Senior Vice President and Chief
Financial Officer
HOLDERS:
THE VENTAS STOCKHOLDER TRUST
By: The Bank of New York, not in its
individual capacity, but solely as
trustee
By: /s/ Xxxxxxxx Xxxxxxx
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Name: Xxxxxxxx Xxxxxxx
Title: Vice President
VENTAS REALTY, LIMITED
PARTNERSHIP
By: Ventas, Inc., its General Partner
By: /s/ T. Xxxxxxx Xxxxx
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Name: T. Xxxxxxx Xxxxx
Title: Executive Vice President and General
Counsel
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FRANKLIN MUTUAL ADVISERS, LLC
By: /s/ Xxxxxxx Xxxxxxxxx
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Name: Xxxxxxx Xxxxxxxxx
Title: Assistant Vice President
APPALOOSA MANAGEMENT L.P.,
on behalf of certain accounts for which it
acts as investment advisor
By: /s/ Xxxxxx X. Xxxxxxxxx
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Name: Xxxxxx X. Xxxxxxxxx
Title:
XXXXXXX XXXXX & CO.
By: /s/ Xxx Xxxxx
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Name: Xxx Xxxxx
Title: Authorized Signatory
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