CREDIT AGREEMENT dated as of August 11, 2005 among RAINIER ACQUISITION CORP., as Borrower, The Lenders Party Hereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent and Collateral AgentCredit Agreement • April 14th, 2006 • LifeCare Holdings, Inc. • New York
CREDIT AGREEMENT dated as of August 11, 2005 (this “Agreement”), among RAINIER ACQUISITION CORP., 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.
FORM OF EXCHANGE AGENT AGREEMENTExchange 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, 1998Operating 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.
AGREEMENTEmployment Agreement • April 14th, 2006 • LifeCare Holdings, Inc. • 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 Bryan D. Burklow, of Plano, Texas (the “Executive”), effective as of the 11th day of August, 2005 (the “Effective Date”).
MHS 2/00 (MOB Development Expense Stop) MEDICAL OFFICE BUILDING LEASEMedical 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, 2005Registration 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
AGREEMENT OF LIMITED PARTNERSHIP OF LIFECARE HOSPITALS OF NORTH TEXAS, L.P.Limited Partnership Agreement • April 14th, 2006 • LifeCare Holdings, Inc. • 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 MichiganLease Agreement • April 14th, 2006 • LifeCare Holdings, Inc.
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, 2005Joinder 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”).
AMENDMENT TO LEASE AGREEMENT, ASSIGNMENT, NOTE AMENDMENT AND LANDLORD ESTOPPELLease 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)
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”).
SECURITY AGREEMENT Dated August 11, 2005 From The Grantors referred to herein as Grantors to JPMORGAN CHASE BANK, N.A. as Collateral AgentSecurity 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 PartnershipLimited Partnership Agreement • 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 LEASEMedical 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”).
REGISTRATION RIGHTS AGREEMENT among LCI Holding Company, Inc. LCI Intermediate Holdco, Inc. LCI Holdco, LLC Rainier Acquisition Corp. and Certain Stockholders of LCI Holding Company, Inc. Dated as of August 11, 2005Registration Rights Agreement • April 14th, 2006 • LifeCare Holdings, Inc. • New York
FIRST AMENDMENT TO SUBLEASESublease • 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 AGREEMENTManagement 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”).
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • April 14th, 2006 • LifeCare Holdings, Inc. • Texas
THIS EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”), dated as of June 22, 1998, is between LIFECARE MANAGEMENT SERVICES, L.L.C., a Louisiana limited liability company that is a health care management company (the “Company”), and CHRIS WALKER (the “Executive”). The Company and the Executive are collectively referred to in this Agreement as the “Parties.”
STOCKHOLDERS AGREEMENT among LCI Holding Company, Inc. LCI Intermediate Holdco, Inc. LCI Holdco, LLC Rainier Acquisition Corp. and Certain Stockholders of LCI Holding Company, Inc. Dated as of August 11, 2005Stockholders Agreement • April 14th, 2006 • LifeCare Holdings, Inc. • New York
SUPPLEMENTAL INDENTURESupplemental Indenture • April 14th, 2006 • LifeCare Holdings, Inc. • New York
SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of August 11, 2005, among LifeCare Holdings, Inc. (the “Company”), all of the direct and indirect subsidiaries of the Company (the “Guarantors”) and U.S. Bank National Association, as trustee, under the Indenture referred to below (the “Trustee”).
