0001193125-03-084948 Sample Contracts

WAIVER NO. 3
Waiver • November 21st, 2003 • Kindred Healthcare Inc • Services-nursing & personal care facilities • New York

WAIVER NO. 3 (this “Waiver”) dated as of November 7, 2003, under the $300,000,000 Credit Agreement dated as of April 20, 2001 (as heretofore amended, the “Credit Agreement”) among KINDRED HEALTHCARE OPERATING, INC. (formerly named Vencor Operating, Inc.) (the “Borrower”), KINDRED HEALTHCARE, INC. (formerly named Vencor, Inc.) (“Kindred”), the LENDERS party thereto and JPMORGAN CHASE BANK (formerly The Chase Manhattan Bank, successor-by-merger to Morgan Guaranty Trust Company of New York), as Administrative Agent and Collateral Agent.

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WAIVER NO. 3
Waiver • November 21st, 2003 • Kindred Healthcare Inc • Services-nursing & personal care facilities • New York

WAIVER NO. 3 (this “Waiver”) dated as of November 7, 2003, under the $120,000,000 Credit Agreement dated as of April 20, 2001 (as heretofore amended, the “Credit Agreement”) among KINDRED HEALTHCARE OPERATING, INC. (formerly named Vencor Operating, Inc.) (the “Borrower”), KINDRED HEALTHCARE, INC. (formerly named Vencor, Inc.) (“Kindred”), the LENDERS, the SWINGLINE BANK and the LC ISSUING BANKS party thereto, JPMORGAN CHASE BANK (formerly The Chase Manhattan Bank, successor-by-merger to Morgan Guaranty Trust Company of New York), as Administrative Agent and Collateral Agent, and GENERAL ELECTRIC CAPITAL CORPORATION, as Documentation Agent and Collateral Monitoring Agent.

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