0001193125-07-139817 Sample Contracts

CONSENT NO. 5 AND WAIVER
Consent and Waiver • June 21st, 2007 • Kindred Healthcare, Inc • Services-nursing & personal care facilities • New York

CONSENT NO. 5 AND WAIVER (this “Consent”) dated as of June 19, 2007, pursuant to the $400,000,000 Amended and Restated Credit Agreement dated as of June 28, 2004 (as heretofore amended, the “Credit Agreement”) among KINDRED HEALTHCARE, INC. (the “Borrower”), the LENDERS party thereto, and JPMORGAN CHASE BANK, N.A. (formerly known as JPMorgan Chase Bank), as Administrative Agent and Collateral Agent.

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