0001193125-07-106122 Sample Contracts

MASTER LEASE AGREEMENT BETWEEN HEALTH CARE REIT, INC., HCRI TEXAS PROPERTIES, LTD. AND LIFECARE REIT 1, INC. May 2, 2007
Master Lease Agreement • May 8th, 2007 • LifeCare Holdings, Inc. • Services-nursing & personal care facilities • Ohio

This MASTER LEASE AGREEMENT (“Lease”) is made effective as of May 2, 2007 (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, 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 LIFECARE REIT 1, 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.

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UNCONDITIONAL AND CONTINUING LEASE GUARANTY
Unconditional and Continuing Lease Guaranty • May 8th, 2007 • LifeCare Holdings, Inc. • Services-nursing & personal care facilities • Ohio

THIS UNCONDITIONAL AND CONTINUING LEASE GUARANTY (“Guaranty”) is made effective as of May 2, 2007 (the “Effective Date”) by LIFECARE HOLDINGS, INC., a corporation organized under the laws of the State of Delaware (“LifeCare”) and SAN ANTONIO SPECIALTY HOSPITALS, LTD. a limited partnership organized under the laws of the State of Texas (“Subtenant” and individually and collectively with LifeCare “Guarantor”), in favor of HEALTH CARE REIT, INC., a corporation organized under the laws of the State of Delaware (“Landlord”), and HCRI TEXAS PROPERTIES, LTD., a limited partnership organized under the laws of the State of Texas (“HCRI-TX” and a “Landlord”).

AMENDMENT NO. 1 TO THE CREDIT AGREEMENT Dated as of May 2, 2007
The Credit Agreement • May 8th, 2007 • LifeCare Holdings, Inc. • Services-nursing & personal care facilities • New York

AMENDMENT NO. 1 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”).

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