0001193125-12-398431 Sample Contracts

LIMITED WAIVER AGREEMENT
Limited Waiver Agreement • September 20th, 2012 • LifeCare Holdings, Inc. • Services-nursing & personal care facilities • New York

This LIMITED WAIVER AGREEMENT (this “Agreement”), dated as of September 14, 2012, is entered into by and among LIFECARE HOLDINGS, INC. (the “Company”), each direct or indirect subsidiary of the Company that is a Guarantor (as defined in the Indenture (as defined below)), and each Holder (as defined in the Indenture) of Notes (as defined below) signatory hereto (the “Waiving Noteholders”). Unless otherwise defined herein, capitalized terms used herein and defined in the Indenture referred to below are used herein as therein defined.

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LIMITED WAIVER AND FIRST AMENDMENT TO CREDIT AGREEMENT AND TERMINATION OF REVOLVING COMMITMENTS
Credit Agreement • September 20th, 2012 • LifeCare Holdings, Inc. • Services-nursing & personal care facilities • New York

This Limited Waiver and First Amendment to Credit Agreement and Termination of Revolving Commitments (this “Agreement”) is entered into as of September 14, 2012, by and among LIFECARE HOLDINGS, INC., a Delaware corporation (“Borrower”), LCI HOLDCO, LLC, a Delaware limited liability company (“Holdco”), the Required Lenders signatory hereto (each a “Participating Lender”) and JPMorgan Chase Bank, N.A., as Administrative Agent and Collateral Agent for the Lenders (in such capacity, the “Administrative Agent”).

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