PURCHASE CONTRACT AGREEMENT Dated as of November 25, 2014 between KINDRED HEALTHCARE, INC. and U.S. BANK NATIONAL ASSOCIATION, as Purchase Contract Agent and as Attorney-in-Fact for the Holders from time to time as provided hereinPurchase Contract Agreement • November 25th, 2014 • Kindred Healthcare, Inc • Services-nursing & personal care facilities • Delaware
This PURCHASE CONTRACT AGREEMENT is entered into as of November 25, 2014 between KINDRED HEALTHCARE, INC., a Delaware corporation (the “Company”) and U.S. BANK NATIONAL ASSOCIATION, a national banking association organized under the laws of the United States of America, acting as purchase contract agent and attorney-in-fact for the Holders of Purchase Contracts (as defined herein) from time to time (the “Purchase Contract Agent”).
Kindred Healthcare, Inc. plus an option to purchase from the Company up to 22,500 additional Tangible Equity Units Underwriting AgreementUnderwriting Agreement • November 25th, 2014 • Kindred Healthcare, Inc • Services-nursing & personal care facilities • New York
Kindred Healthcare, Inc., a corporation organized under the laws of Delaware (the “Company”), proposes to sell to the several underwriters named in Schedule III hereto (the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, an aggregate of 150,000 7.50% tangible equity units (“Units”), of the Company set forth in Schedule I hereto (said Units to be issued and sold by the Company being hereinafter called the “Underwritten Securities”). The Company also proposes to grant to the Underwriters an over-allotment option to purchase up to 22,500 additional Units set forth in Schedule III hereto (the “Option Securities”; the Option Securities, together with the Underwritten Securities, being hereinafter called the “Securities”). Each Security has a stated amount of $1,000 (the “Stated Amount”) and consists of (i) a prepaid stock purchase contract (each, a “Purchase Contract”) under which the holder has purchased and the Company will agree to deliver on December
RECITALSFourth Amendment and Restatement Agreement • November 25th, 2014 • Kindred Healthcare, Inc • Services-nursing & personal care facilities • New York
THIS FOURTH AMENDED AND RESTATED TERM LOAN CREDIT AGREEMENT dated as of June 1, 2011, as amended and restated as of May 30, 2013 and August 21, 2013 and as further amended and restated as of April 9, 2014 and as of November 25, 2014 (as further amended, amended and restated, supplemented or otherwise modified from time to time in accordance with the terms hereof, this “Agreement”) among KINDRED HEALTHCARE, INC., the LENDERS party hereto, JPMORGAN CHASE BANK, N.A., as Administrative Agent and Collateral Agent, CITIBANK, N.A., BARCLAYS BANK, PLC and MORGAN STANLEY SENIOR FUNDING, INC., as Co-Syndication Agents, and MORGAN STANLEY SENIOR FUNDING, INC. and GENERAL ELECTRIC CAPITAL CORPORATION, as Co-Documentation Agents.
