Master Pharmacy Provider Agreement dated as of July 1, 2004



 Exhibit 10.6 
  

	[*]	CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.


 MASTER PHARMACY PROVIDER AGREEMENT 
 THIS MASTER PHARMACY PROVIDER AGREEMENT (“Agreement”) dated as of July 1, 2004 (the “Effective Date”) is made by and
among Kindred Healthcare Operating, Inc., a Delaware corporation (“Kindred”) and Kindred Hospitals East, L.L.C., a Delaware corporation, Kindred Hospitals West, L.L.C., a Delaware corporation, Kindred Hospitals Limited Partnership, a
Delaware limited partnership, THC – Seattle, Inc., a Washington corporation, THC – Chicago, Inc., an Illinois corporation, and Kindred Pharmacy Services, Inc., a Delaware corporation (each of which is hereinafter sometimes referred to each
as a “KPS Person”, and collectively as “KPS”). 
 RECITALS: 
 WHEREAS, Kindred, through various Kindred Persons (as hereinafter defined), operates the Kindred Facilities (as hereinafter defined); 
 WHEREAS, each KPS Person is licensed to operate one or more duly registered pharmacies engaged (i) in compounding and dispensing prescription drugs
and biologicals, over-the-counter drugs, enteral and parenteral nutrition, and intravenous solutions and medications to residents of nursing facilities, (ii) in providing equipment and supplies for intravenous therapy (including poles, pumps
and tubing) to residents of nursing facilities, ((i) and (ii) collectively, “Pharmaceutical Services”), and (iii) in providing consulting pharmacist services to nursing facilities (“Consulting Pharmacy Services”);

 WHEREAS, KPS is engaged in the business of providing Pharmaceutical Services and Consulting Pharmacy Services to Facilities (as
hereinafter defined); 
 WHEREAS, KPS has, prior to the date of this Agreement, provided services to many of the Kindred Facilities pursuant
to various Existing Pharmacy Agreements (as hereinafter defined); and 
 WHEREAS, the parties desire to enter into this Agreement, and
Kindred is willing to cause the Kindred Facilities to enter into the Facility Pharmacy Agreements (as hereinafter defined) contemplated by this Agreement, in replacement of the Existing Pharmacy Agreements. 
 NOW, THEREFORE, in consideration of the mutual agreements and promises hereinafter set forth, the sufficiency and adequacy of which are hereby
acknowledged, the parties hereto, intending to be legally bound, agree as follows: 
 Section 1. Certain Definitions. As
used in this Agreement, the following terms shall have the following meanings: 
 “Affiliate” of a Person means any other Person
which, directly or indirectly through one or more intermediaries, Controls, is Controlled by, or is under common Control with, such Person. 









 “Bankruptcy Event” means, with respect to a Person, that it shall have applied for or consented
to the appointment of a receiver, trustee, or liquidator of all or a substantial part of its assets, filed a voluntary petition in bankruptcy, made an assignment for the benefit of creditors, filed a petition or an answer seeking reorganization or
arrangement with creditors or to take advantage of any insolvency law, or if an order, judgment, or decree shall have been entered by any court of competent jurisdiction, on the application of a creditor, adjudicating it as bankrupt or insolvent, or
approving a petition seeking reorganization, or appointing a receiver, trustee, or liquidator of all or a substantial part of its assets, or if an involuntary petition in bankruptcy shall have been filed against it and shall continue undismissed for
any period of ninety (90) days. 
 “Confidential Information” of a Person shall mean information which is expressly designated
as confidential by such Person or is of the type and nature as is commonly understood to be confidential and proprietary, but excluding such information that: (i) is now or hereafter in the public domain through no fault of the party which
receives the Confidential Information; (ii) is lawfully received from a third party with no restriction on further disclosure; or (iii) was lawfully in the possession of the party who receives the Confidential Information prior to its
disclosure by the other party. 
 “Control” of a Person means the power, whether exercised directly or through one or more
intermediaries, to direct or cause the direction of the management and policies of such Person, whether through the ability to appoint a majority of the governing board of such Person, through exercise of general partnership rights, or otherwise. A
Person may “Control” only Persons who are not natural persons. 
 “Existing Pharmacy Agreement” means any agreement in
effect prior to the date hereof between any KPS Person and any Kindred Facility relating to the provision of any Pharmaceutical Services or Consulting Pharmacy Services. 
 “Facility” means a nursing facility, as such term is commonly used in the long-term care industry, regardless of how any such facility is classified under applicable state law or regulation (e.g., as a
“comprehensive care facility”). 
 “Facility Charges” means that portion of a KPS Pharmacy’s charges for
Pharmaceutical Services and/or Consulting Pharmacy Services provided to a Kindred Facility and its residents for which such Kindred Facility is liable from time to time pursuant to its Facility Pharmacy Agreement. 
 “Facility Pharmacy Agreement” means the Pharmaceutical Services and Consulting Agreement, in the form of Exhibit C to this Agreement, to
be entered into between each Kindred Facility and the KPS Pharmacy opposite such Kindred Facility’s name on Exhibit A to this Agreement, as provided herein. 
 “Kindred Facilities” means the Facilities operated by Kindred Persons and listed on Exhibit A to this Agreement plus any additional Facilities operated by Kindred Persons which Kindred and KPS
mutually agree in writing to add to Exhibit A after the date of this Agreement. As used in this Agreement, “Kindred Facility” shall include both the Facility itself and the applicable Kindred Person which operates same. 

 

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 “Kindred Person” means Kindred and each Person that Kindred Controls, directly or indirectly
through one or more intermediaries. 
 “KPS Pharmacies” means the institutional pharmacies operated by KPS and listed on Exhibit
A to this Agreement plus any additional institutional pharmacies operated by KPS which Kindred and KPS mutually agree in writing to add to Exhibit A after the date of this Agreement. As used in this Agreement, “KPS Pharmacy”
shall include both the pharmacy itself and the applicable KPS Person which operates same. 
 “Medicaid Rate” means the amount
payable by a state Medicaid program to an institutional pharmacy providing the particular product or service to a resident of the particular Kindred Facility at issue who is eligible to have the cost of such product or service reimbursed under such
state Medicaid program. The Medicaid Rate includes all factors used to determine the amount payable under such Medicaid program, including dispensing fees, distinction by rural or urban location, and any federal upper limit or maximum allowable
charge limitations. 
 “Person” means any natural person, corporation, partnership, limited liability company, trust, government or
governmental entity, and any other type of legal entity whatsoever. 
 Section 2. New Facility Pharmacy Agreements; Termination of
Prior Agreements. 
 a. Execution of Facility Pharmacy Agreements. Contemporaneously with the execution and delivery of this
Agreement, Kindred shall cause each Kindred Facility listed on Exhibit A hereto to enter into a Facility Pharmacy Agreement with the KPS Pharmacy listed next to its name on such exhibit, and KPS shall likewise cause such KPS Pharmacies to
enter into such Facility Pharmacy Agreements with such Kindred Facilities. The effective date of each Facility Pharmacy Agreement entered into pursuant to this Section 2.a shall be the Effective Date. 
 b. Existing Pharmacy Agreements Terminated. Effective as of the Effective Date, the parties hereby agree that each Existing Pharmacy Agreement
which may be in effect with respect to the Kindred Facilities shall be deemed terminated by mutual agreement of the parties thereto. Kindred and KPS shall take all further actions as any party hereto may request from time to time from and after the
date of this Agreement to effectuate and confirm the termination of such Existing Pharmacy Agreements, including, without limitation, if so requested, by executing (or in the case of Kindred, causing the applicable Kindred Person which is party to
the applicable Existing Pharmacy Agreement to execute) an instrument, in form and substance reasonably satisfactory to the requesting party, effectuating and confirming such termination consistent with the provisions of this Section 2.b. Such
termination shall not affect the rights or obligations of the parties to the Existing Pharmacy Agreements arising out of goods or services provided thereunder prior to the effectiveness of such termination. 
 c. Additional Facility Pharmacy Agreements. Neither any Kindred Person, on the one hand, nor KPS, on the other hand, has any obligation, pursuant
to this Agreement or otherwise, to enter into any Facility Pharmacy Agreement other than as described in Section 2.a. 

  

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However, if Kindred and KPS mutually agree in writing after the date of this Agreement that they desire to have one or more additional Facilities operated by
Kindred Persons to be serviced by one or more KPS Pharmacies pursuant to this Agreement and a Facility Pharmacy Agreement, then they shall amend Exhibit A to this Agreement in writing to add such Facilities to such exhibit as Kindred
Facilities, and shall also specify in such amendment the KPS Pharmacy or KPS Pharmacies which shall service same and the effective date of such Facility Pharmacy Agreement. At the time of entering into any such amendment Kindred shall cause the
applicable Kindred Facilities to enter into the Facility Pharmacy Agreements contemplated by such amendment, and the applicable KPS Pharmacies shall enter into such Facility Pharmacy Agreements as well. 
 Section 3. Pricing of Pharmaceutical Services and Consulting Pharmacy Services. 
 a. Facility Charges—Pricing. As of the Effective Date, the Facility Charges shall be as set forth on Exhibit B to this Agreement,
subject to the provisions of Section 3.b. below. In addition, on each anniversary date after the Effective Date, through the Initial Term and any Renewal Term(s), the Facility Charges for all items listed above shall increase by * the annual
increase in the Consumer Price Index (the “CPI Increase”). The CPI Increase shall reflect the * change in * from one year to the next and shall be calculated as follows: 
 * 
 b. Competitive Pricing Proposals. 
 (i) Notification of Competitive Pricing Proposals. Kindred shall have the right, commencing on the * anniversary of the Effective Date and
continuing for * after such anniversary, and thereafter again on each subsequent anniversary of the Effective Date and continuing for * after such anniversary, to notify KPS in writing (a “CP Notice”) that another pharmacy
(an “Other Pharmacy”) has offered in writing to provide Pharmaceutical Services and Consulting Pharmacy Services (except that goods and services which the applicable Kindred Facilities may, but are not obligated to, purchase from the
applicable KPS Persons pursuant to the applicable Facility Pharmacy Agreements may or may not be included in such offer) to all of the Kindred Facilities located in any one or more states at prices which Kindred * believes * to the Kindred
Facilities at issue than the Facility Charges then in effect under the terms of the applicable Facility Pharmacy Agreements (a “Competitive Pricing Proposal”), provided that the conditions set forth in Section 3.b.(ii) are satisfied.

 (ii) Conditions. Kindred will be entitled to deliver a CP Notice with respect to any particular Competitive Pricing Proposal only
if that Competitive Pricing Proposal satisfies each of the following conditions: 
 (A) The Competitive Pricing Proposal from
the Other Pharmacy must be a bona fide offer in writing, a copy of which is attached to the CP Notice, which the Other Pharmacy is capable of fulfilling and which the Kindred Facilities within the applicable state or states desire in good
faith to accept unless KPS matches such Competitive Pricing Proposal as set forth below; and 


	[*]	CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.


  

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 (B) The Competitive Pricing Proposal is an offer from the Other Pharmacy to provide such
goods and services * which is at least * with which the KPS Pharmacies are then providing goods and services to such Kindred Facilities. 
 (C) The Competitive Pricing Proposal must include * Kindred Facilities * to which the Competitive Pricing Proposal applies. 
 (iii) KPS Right to Match Competitive Pricing Proposal; Procedure. If Kindred delivers a CP Notice to KPS: 
 (A) Not later than * days after receipt by KPS of any CP Notice, KPS shall deliver to Kindred a written response (a “CP Response”) in which KPS elects either to match or not to match the Competitive
Pricing Proposal. If KPS fails to deliver such a CP Response to Kindred within such * day period, KPS will be deemed to have elected not to match the Competitive Pricing Proposal. 
 (B) If KPS elects to match a Competitive Pricing Proposal, the relevant provisions of the applicable Facility Pharmacy Agreements and
Exhibit B with respect to the Kindred Facilities covered by such Competitive Pricing Proposal shall be deemed amended to reflect the terms of the Competitive Pricing Proposal effective from and after the Adjustment Date (as hereinafter
defined). For these purposes, unless otherwise agreed, the “Adjustment Date” for each such Kindred Facility shall be the first day of next monthly billing cycle for each such Kindred Facility after KPS’s CP Response is delivered to
Kindred. 
 (C) If KPS elects not to match a Competitive Pricing Proposal, Kindred shall be free to terminate the Facility
Pharmacy Agreements applicable to the Kindred Facilities covered by such Competitive Pricing Proposal and accept such Competitive Pricing Proposal by delivering, not later than * days after the CP Notice was given, (i) written notice to KPS (a
“Termination Notice”) terminating such Facility Pharmacy Agreements, together with (ii) a copy of the final and fully-executed contract or contracts, reflecting the terms of the Competitive Pricing Proposal, between the Other Pharmacy
and the applicable Kindred Facilities with respect to the Competitive Pricing Proposal. Such Termination Notice shall further specify the date as of which such termination of such Facility Pharmacy Agreements shall be effective, which date shall be
not earlier than * days nor later than * days after the date such Termination Notice is given, unless KPS otherwise consents in writing in its sole discretion. If Kindred fails to deliver such Termination Notice and executed contracts within * days
after the date the CP Notice is given, Kindred’s right to terminate such Facility Pharmacy Agreements and accept the Competitive Pricing Proposal shall be deemed to have lapsed; provided that nothing herein shall be deemed to preclude Kindred
from again exercising its rights in accordance with this Section 3.b. following the next anniversary of the Effective Date. 


	[*]	CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.


  

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 Section 4. Representations and Warranties. 
 a. Kindred. Kindred represents and warrants to KPS that this Agreement has been duly authorized, executed and delivered by it and constitutes its
valid and binding obligation, enforceable in accordance with its terms, and each Facility Pharmacy Agreement to be executed and delivered by any Kindred Person in accordance with the terms of this Agreement will be duly authorized, executed and
delivered by such Kindred Person and will constitute such Kindred Person’s valid and binding obligation, enforceable in accordance with its terms. 
 b. KPS. KPS represents and warrants to Kindred and the Kindred Facilities that: 
 (i)
Enforceability. This Agreement has been duly authorized, executed and delivered by it and constitutes its valid and binding obligation, enforceable in accordance with its terms, and each Facility Pharmacy Agreement to be executed and
delivered by any KPS Person in accordance with the terms of this Agreement will be duly authorized, executed and delivered by such KPS Person and will constitute such KPS Person’s valid and binding obligation, enforceable in accordance with its
terms. 
 (ii) Governmental Authorizations. Each KPS Pharmacy that will provide services to any Kindred Facility under
a Facility Pharmacy Agreement holds or prior to entering into such Facility Pharmacy Agreement will obtain, and shall continue to maintain in good standing during any period that it is providing Pharmaceutical Services and/or Consulting Pharmacy
Services pursuant to any Facility Pharmacy Agreement, all licenses, permits, registrations, certifications, and authorizations in all applicable jurisdictions where such licenses, permits, registrations, certifications, and authorizations are
necessary to provide and obtain payment for such Pharmaceutical Services and/or Consulting Pharmacy Services, as the case may be. 
 Section 5. Term. 
 a. Duration. The initial term
of this Agreement (the “Initial Term”) shall commence as of the Effective Date and shall continue in effect until the eighth (8th) anniversary of the Effective Date, unless sooner terminated in accordance with this Section 5. Upon expiration of the Initial Term and each Renewal Term (as hereinafter defined), the term of this Agreement shall
renew automatically for successive additional one (1) year periods (each a “Renewal Term”) unless either Kindred or KPS shall have given the other party written notice of its election not to have the term so renew at least sixty
(60) days in advance of the expiration of the Initial Term or the then current Renewal Term. 
 b. Termination. This Agreement
may be terminated, and neither party shall thereafter have any obligation hereunder (except as to liabilities or claims of either party hereto which shall have theretofore accrued or arisen), as follows: 
 (i) By Kindred. By Kindred, upon delivery of written notice to KPS specifying such termination, if: 
 (A) A Bankruptcy Event shall occur with respect to any KPS Person; 
  

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 (B) Any of KPS’ representations or warranties contained herein is or shall become
untrue in any material respect; 
 (C) Twenty (20) or more Facility Pharmacy Agreements are terminated by Kindred Persons
pursuant to Sections 4.b and/or 4.d. of the Facility Pharmacy Agreements; or 
 (D) A Change of Law occurs and it has the
right to terminate pursuant to Section 6.i. below. 
 (ii) By KPS. By KPS, upon delivery of written notice to
Kindred specifying such termination, if : 
 (A) a Bankruptcy Event shall occur with respect to Kindred; 
 (B) Any of Kindred’s representations or warranties contained herein is or shall become untrue in any material respect; or 

(C) A Change of Law occurs and it has the right to terminate pursuant to Section 6.i. below. 
 c. Effect of Termination or Expiration. Neither the termination of this Agreement under this Section 5 nor any expiration of this Agreement
shall release or otherwise affect any liability of either party for failure to perform this Agreement prior to the effectiveness of such termination or expiration. Concurrent with or following any termination of this Agreement (other than
termination pursuant to Section 5.b.(i)(D) or Section 5.b.(ii)(D)), the terminating party may terminate any or all Facility Pharmacy Agreements by delivery of written notice of termination to the other party as provided in
Section 4.f. of the Facility Pharmacy Agreements, but the non-terminating party shall not have any such right of termination. Concurrent with or following any termination of this Agreement pursuant to Section 5.b.(i)(D) or
Section 5.b.(ii)(D), either party may terminate any or all Facility Pharmacy Agreements as provided in Section 4.f. thereof. To the extent that any Facility Pharmacy Agreement remains in effect after the effectiveness of any termination or
expiration of this Agreement, Sections 3, 4, 5 and 6 hereof shall be deemed to survive and remain in effect as such sections apply to such Facility Pharmacy Agreement. 
 Section 6. Miscellaneous Provisions. 
 a. Publicity. No party hereto shall issue any press release or make any other public announcement relating to this Agreement or the matters contemplated herein without prior written approval of the other
parties. The parties shall cooperate in the preparation of press releases relating to this Agreement. Notwithstanding the foregoing, in the event that any party is reasonably advised by its counsel that it is required to make a disclosure with
respect to this Agreement or the transactions contemplated herein by applicable law, the rules of any applicable securities exchange, or in order to enforce this Agreement or any agreement to be entered into pursuant hereto, the other party shall
not unreasonably withhold its approval to such disclosure. 
  

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 b. Notices. Any notice, demand, or communication required, permitted, or desired to be given
hereunder, shall be given in writing and shall be deemed sufficiently given when personally delivered, or five (5) business days after mailed by prepaid certified mail, return receipt requested, or one (1) business day after sent for next
day delivery by nationally-recognized overnight courier, or upon completion of facsimile transmission (confirmed by the sending fax machine), addressed or faxed as set forth below or as either party may from time to time designate by notice given as
herein provided: 
  

			
	To Kindred:	  	Kindred Healthcare Operating, Inc.
		  	680 South Fourth Avenue
		  	Louisville, KY 40202
		  	Attn: President of Heath Services Division
		  	Phone: 502-596-7300
		  	Fax: 502-596-_____________
		
	With a copy to:	  	Kindred Healthcare Operating, Inc.
		  	680 South Fourth Avenue
		  	Louisville, KY 40202
		  	Attn: General Counsel
		  	Phone: 502-596-7234
		  	Fax: 502-596-4075
		
	To KPS:	  	Kindred Pharmacy Services
		  	c/o Kindred Healthcare, Inc.
		  	680 South Fourth Avenue
		  	Louisville, KY 40202
		  	Attn: President of Pharmacy Division
		  	Phone: 502-596-7300
		  	Fax: 502-596-_____________
		
	With a copy to:	  	Kindred Healthcare, Inc.
		  	680 South Fourth Avenue
		  	Louisville, KY 40202
		  	Attn: General Counsel
		  	Phone: 502-596-7234
		  	Fax: 502-596-4075

 c. Relationship Between Parties. No Kindred Person or KPS Person is for any purpose an
agent, partner or employee of the other. This Agreement does not constitute a joint venture between any Kindred Person and any KPS Person. It is agreed that in providing Pharmaceutical Services and Consulting Pharmacy Services pursuant to Facility
Pharmacy Agreements, KPS Pharmacies will at all times be independent contractors to Kindred Facilities and their residents. 
  

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 d. Governing Law; Construction. The validity of this Agreement, the interpretation of the rights
and duties of the parties hereunder and the construction of the terms hereof, shall be governed in accordance with the laws of the State of Kentucky, without regard to the conflicts of law provisions thereof. The section headings contained in this
Agreement are for convenience only and shall not taken into account in construing the meaning of this Agreement. The parties acknowledge that each party and its counsel have reviewed and revised this Agreement and that consequently any rule of
construction to the effect that any ambiguities are to be resolved against the drafting party is not applicable in the interpretation of this Agreement. 
 e. Equitable Remedies; Specific Performance. The rights and remedies of the parties hereunder shall be cumulative and shall be enforceable in equity as well as at law; provided, however, that
nothing contained herein is intended to, nor shall it, limit or affect any rights at law, by statute or otherwise, of any party aggrieved. The parties acknowledge that in the event of a breach of the provisions hereof damages at law will be
difficult to ascertain and an inadequate remedy, and consequently upon any breach or threatened breach hereof the obligations of the parties contained herein shall be enforceable by specific performance, injunction, or other equitable remedy.

 f. Severability. In the event that any provision of this Agreement or the application of any provision to the parties with respect
to their obligations hereunder shall be held by a tribunal of competent jurisdiction to be unlawful or unenforceable, the remaining provisions of this Agreement shall continue in full force and effect and the parties shall endeavor in good faith to
replace the unlawful or unenforceable provision with one which is lawful and enforceable and which gives the fullest effect to the intent of the parties as expressed herein. 
 g. Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto, and each of their respective
successors and permitted assigns. No party may assign any of its rights or delegate any of its obligations under this Agreement without the prior written consent of the other parties. 
 h. Confidentiality. Except as otherwise provided herein, each of Kindred, on the one hand, and KPS, on the other hand, agree that they will not
disclose Confidential Information of the other party or the other party’s Affiliates to any third party without the written consent of the other party; provided, that a party may disclose Confidential Information: (a) to its and its
Affiliates’ officers, directors, employees and legal counsel, in each case to the extent the same have a need to know such Confidential Information; (b) as necessary in connection with the enforcement of this Agreement or any agreement to
be entered into hereunder, or otherwise in connection with legal proceedings, regulatory requirements or as otherwise required under applicable law, except that a party shall seek to limit disclosure and maintain confidential treatment to the extent
practicable in connection with any legal proceeding (e.g., by seeking to file pleadings under seal and by allowing the other party to seek a protective order); and (c) as required under the rules and regulations of the Securities and Exchange
Commission or of any securities exchange on which securities of such party are traded, provided that the other party shall have been furnished a copy of the text of the proposed disclosure in advance of such disclosure and been given an opportunity
to comment on such disclosure which is reasonable 

  

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under the circumstances, and the disclosing party shall have made any reasonable modifications to such disclosure as requested by such party. 
 i. Change In Law. In the event that, after the effective date of this Agreement, there is a change in law, rule or regulation (including, without
limitation, new regulations promulgated under the Medicare Prescription Drug, Improvement and Modernization Act of 2003) or in the judicial or administrative interpretation and application thereof (a “Change in Law”) which makes it
reasonably likely that the parties’ continued performance of any provision of this Agreement and/or any Facility Pharmacy Agreement would result in a violation of applicable law or result in materially different economic results for a party or
any of its Affiliates than those reasonably anticipated by the parties as of the Effective Date, the parties shall negotiate in good faith with one another to amend this Agreement and/or one or more of the Facility Pharmacy Agreements so as to
eliminate such violation and/or restore the relative economic terms of this Agreement to those which applied prior to such Change of Law, provided, that such amendment shall conform as closely as possible to the original terms of this
Agreement and/or the Facility Pharmacy Agreements, and no party shall be obligated to agree to an amendment which it reasonably believes would result in terms which are not competitive within the industry. If the parties are unable to agree upon
such an amendment despite their good faith negotiations, any party may terminate this Agreement and/or any affected Facility Pharmacy Agreements in accordance with Section 5.b above. 
 j. Entire Agreement. This Agreement and the Facility Pharmacy Agreements to be entered into hereunder constitute the entire agreement of the
parties hereto with respect to the subject matter hereof and thereof and supersede, as of the Effective Date, all prior agreements, undertakings and understandings of the parties in connection with the provision of Pharmaceutical Services or
Consulting Pharmacy Services to Kindred. 
 k. Amendments, Waivers in Writing. This Agreement cannot be changed or modified,
nor may any party’s rights hereunder be waived, except by a written amendment or waiver duly executed by the party sought to be charged therewith. 
 l. Counterparts; Faxed Signatures. This Agreement may be executed in any number of counterparts, each of which shall be an original, but all of which, when taken together, shall constitute one and the same
agreement. Any facsimile or photostatic copy of a signature to this Agreement shall be deemed an original signature to this Agreement. 
 [SIGNATURE PAGES FOLLOW] 
  

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 IN WITNESS WHEREOF, the parties hereto have executed this Master Provider Agreement effective as of the
day and year first above written. 
  

			
	Kindred Healthcare Operating, Inc.
		
	By:	 	/s/ Lane M. Bowen


			
	Name:	 	Lane M. Bowen
	Title:	 	President of Health Services Division

  

			
	Kindred Hospitals East, L.L.C.
		
	By:	 	/s/ Mark A. McCullough


			
	Name:	 	Mark A. McCullough
	Title:	 	President, Kindred Pharmacy Services

  

			
	Kindred Hospitals West, L.L.C.
		
	By:	 	/s/ Mark A. McCullough


			
	Name:	 	Mark A. McCullough
	Title:	 	President, Kindred Pharmacy Services

  

			
	Kindred Hospitals Limited Partnership
		
	By:	 	/s/ Mark A. McCullough


			
	Name:	 	Mark A. McCullough
	Title:	 	President, Kindred Pharmacy Services

  

			
	THC – Seattle, Inc.
		
	By:	 	/s/ Mark A. McCullough


			
	Name:	 	Mark A. McCullough
	Title:	 	President, Kindred Pharmacy Services

  

			
	THC – Chicago, Inc.
		
	By:	 	/s/ Mark A. McCullough


			
	Name:	 	Mark A. McCullough
	Title:	 	President, Kindred Pharmacy Services

  

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	Kindred Pharmacy Services, Inc.
		
	By:	 	/s/ Mark A. McCullough


			
	Name:	 	Mark A. McCullough
	Title:	 	President, Kindred Pharmacy Services

  

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 EXHIBIT A 
 Kindred Nursing Facilities and the KP’S Pharmacies Serving Each One  
  

			
	 Kindred Nursing Centers West, LLC
 Aspen Park
Healthcare
 420 Rowe Street
 Moscow, ID 83843
	  	 Kindred Hospitals West, L.L.C.
 Kindred Pharmacy Services
Boise
 2054 South Silverstone Way
 Meridian, ID
83642

		
	 Kindred Nursing Centers West, LLC
 Caldwell Care
Center
 210 Cleveland Boulevard
 Caldwell, ID
83605
	  	 Kindred Hospitals West, L.L.C.
 Kindred Pharmacy Services
Boise
 2054 South Silverstone Way
 Meridian, ID
83642

		
	 Kindred Nursing Centers West, LLC
 Cascade
Rehabilitation & Care Center
 2814 South Indiana Avenue
 Caldwell, ID 83605
	  	 Kindred Hospitals West, L.L.C.
 Kindred Pharmacy Services
Boise
 2054 South Silverstone Way
 Meridian, ID
83642

		
	 Kindred Nursing Centers West, LLC
 Emmett
Rehabilitation & Healthcare
 714 North Butte
 Emmert, ID
83617
	  	 Kindred Hospitals West, L.L.C.
 Kindred Pharmacy Services
Boise
 2054 South Silverstone Way
 Meridian, ID
83642

		
	 Kindred Nursing Centers West, LLC
 Hillcrest
Rehabilitation & Care Center
 1001 South Hilton
 Street
Boise, ID 83705
	  	 Kindred Hospitals West, L.L.C.
 Kindred Pharmacy Services
Boise
 2054 South Silverstone Way
 Meridian, ID
83642

		
	 Kindred Nursing Centers West, LLC
 Lewiston
Rehabilitation & Care Center
 3315 8th Street
 Lewiston,
ID 83501
	  	 Kindred Hospitals West, L.L.C.
 Kindred Pharmacy Services
Boise
 2054 South Silverstone Way
 Meridian, ID
83642

		
	 Kindred Nursing Centers West, LLC
 Nampa Care
Center
 404 North Horton Street
 Nampa, ID 83631
	  	 Kindred Hospitals West, L.L.C.
 Kindred Pharmacy Services
Boise
 2054 South Silverstone Way
 Meridian, ID
83642

		
	 Kindred Nursing Centers West, LLC
 Weiser
Rehabilitation & Care Center
 331 East Park Street
 Weiser, ID 83672
	  	 Kindred Hospitals West, L.L.C.
 Kindred Pharmacy Services
Boise
 2054 South Silverstone Way
 Meridian, ID
83642

		
	 Kindred Nursing Centers East, LLC
 Blue Ridge
Rehabilitation and Healthcare Center
 91 Victoria Road
 Asheville, NC 28801
	  	 Kindred Hospitals East, L.L.C.
 Kindred Pharmacy Services
Charlotte
 4600 Lebanon Road, Suite F
 Charlotte, NC
28227











 EXHIBIT A 
 Kindred Nursing Facilities and the KPS Pharmacies Serving Each One  
  

			
		
	 Kindred Nursing Centers East, LLC
 Lincoln Nursing
Center
 1410 East Gaston Street
 Lincolnton, NC
28092
	  	 Kindred Hospitals East, L.L.C.
 Kindred Pharmacy Services
Charlotte
 4600 Lebanon Road, Suite F
 Charlotte, NC
28227

		
	 Kindred Nursing Centers East, LLC
 Rehabilitation and
Health Center of Gastonia
 416 North Highland Street
 Gastonia,
NC 28052
	  	 Kindred Hospitals East, L.L.C.
 Kindred Pharmacy Services
Charlotte
 4600 Lebanon Road, Suite F
 Charlotte, NC
28227

		
	 Kindred Nursing Centers East, LLC
 Rehabilitation and
Nursing Center of Monroe
 1212 Sunset Drive
 Monroe, NC
28112
	  	 Kindred Hospitals East, L.L.C.
 Kindred Pharmacy Services
Charlotte
 4600 Lebanon Road, Suite F
 Charlotte, NC
28227

		
	 Kindred Nursing Centers West, LLC
 Alta Vista Healthcare

 9020 Garfield Avenue
 Riverside, CA 92503
	  	 Kindred Pharmacy Services, Inc.
 Kindred Pharmacy
Services Colton
 930 South Mt. Vernon Avenue, Suite 600
 Colton,
CA 92324

		
	 Kindred Nursing Centers West, LLC
 Foothill Nursing and
Rehabilitation Center
 401 West Ada Avenue
 Glendora, CA
91741
	  	 Kindred Pharmacy Services, Inc.
 Kindred Pharmacy
Services Colton
 930 South Mt. Vernon Avenue, Suite 600
 Colton,
CA 92324

		
	 Kindred Nursing Centers West, LLC
 La Veta Healthcare
Center
 920 West La Veta Street
 Orange, CA 92868
	  	 Kindred Pharmacy Services, Inc.
 Kindred Pharmacy
Services Colton
 930 South Mt. Vernon Avenue, Suite 600
 Colton,
CA 92324

		
	 Kindred Nursing Centers West, LLC
 Village Square Nursing
and Rehabilitation Center
 1586 West San Marcos Boulevard
 San
Marcos, CA 92069
	  	 Kindred Pharmacy Services, Inc.
 Kindred Pharmacy
Services Colton
 930 South Mt. Vernon Avenue, Suite 600
 Colton,
CA 92324

		
	 Kindred Nursing Centers Limited Partnership
 Madison
Healthcare and Rehabilitation Center
 431 Larkin Springs Road
 Madison, TN 37115
	  	 Kindred Hospitals Limited Partnership
 Kindred Pharmacy
Services Cookeville
 278 Dry Valley Road
 Cookeville, TN
38506

		
	 Kindred Nursing Centers Limited Partnership
 Masters
Health Care Center
 278 Dry Valley Road
 Algood, TN
38506
	  	 Kindred Hospitals Limited Partnership
 Kindred Pharmacy
Services Cookeville
 278 Dry Valley Road
 Cookeville, TN
38506


  

 EXHIBIT A Page 2 of 26 








 EXHIBIT A 
 Kindred Nursing Facilities and the KPS Pharmacies Serving Each One  
  

			
		
	 Kindred Nursing Centers Limited Partnership
 Smith County
Health Care Center
 112 Healthcare Drive
 Carthage, TN
37030
	  	 Kindred Hospitals Limited Partnership
 Kindred Pharmacy
Services Cookeville
 278 Dry Valley Road
 Cookeville, TN
38506

		
	 Kindred Nursing Centers West, LLC
 Aurora Care
Center
 10201 East Third Avenue
 Aurora, CO 80010
	  	 Kindred Hospitals Limited Partnership
 Kindred Pharmacy
Services Cookeville
 7808 Cherry Creek South Drive, #109
 Denver,
CO 80231-3230

		
	 Kindred Nursing Centers West, LLC
 Brighton Care
Center
 2025 East Egbert Street
 Brighton, CO
80601
	  	 Kindred Hospitals West, L.L.C.
 Kindred Pharmacy Services
Denver
 7808 Cherry Creek South Drive, #109
 Denver, CO
80231-3230

		
	 Kindred Nursing Centers West, LLC
 Cherry Hills Health
Care Center
 3575 South Washington Street
 Englewood, CO
80110
	  	 Kindred Hospitals West, L.L.C.
 Kindred Pharmacy Services
Denver
 7808 Cherry Creek South Drive, #109
 Denver, CO
80231-3230

		
	 Kindred Nursing Centers West, LLC
 Iliff Care
Center
 6060 East Iliff Avenue
 Denver, CO 80222
	  	 Kindred Hospitals West, L.L.C.
 Kindred Pharmacy Services
Denver
 7808 Cherry Creek South Drive, #109
 Denver, CO
80231-3230

		
	 Kindred Nursing Centers West, LLC
 Kindred Healthcare and
Rehabilitation Center of Northglenn
 401 Malley Drive
 Northglenn, CO 80233
	  	 Kindred Hospitals West, L.L.C.
 Kindred Pharmacy Services
Denver
 7808 Cherry Creek South Drive, #109
 Denver, CO
80231-3230

		
	 Kindred Nursing Centers West, LLC
 Mountain Towers
Healthcare and Rehabilitation Center
 3128 Boxelder Drive
 Cheyenne, WY 82001
	  	 Kindred Hospitals West, L.L.C.
 Kindred Pharmacy Services
Denver
 7808 Cherry Creek South Drive, #109
 Denver, CO
80231-3230

		
	 Kindred Nursing Centers West, LLC
 South Central Wyoming
Healthcare and Rehabilitation
 542 16th Street
 Rawlins, WY
82301
	  	 Kindred Hospitals West, L.L.C.
 Kindred Pharmacy Services
Denver
 7808 Cherry Creek South Drive, #109
 Denver, CO
80231-3230


  

 EXHIBIT A Page 3 of 26 








 EXHIBIT A 
 Kindred Nursing Facilities and the KPS Pharmacies Serving Each One  
  

			
		
	 Kindred Nursing Centers West, LLC
 Park Place Health Care
Center
 1500 32nd Street South
 Great Falls, MT
59405
	  	 Kindred Hospitals West, L.L.C.
 Kindred Pharmacy Services
Great Falls
 1500 32nd Street South
 Great Falls, MT
59405

		
	 Kindred Nursing Centers East, LLC
 Rehabilitation and
Healthcare Center of Alamance
 779 Woody Dr.
 Graham, NC
27253
	  	 Kindred Hospitals East, L.L.C.
 Kindred Pharmacy Services
Greensboro
 3400 West Wendover Avenue, Suite F
 Greensboro, NC
27407

		
	 Kindred Nursing Centers East, LLC
 Silas Creek
Manor
 3350 Silas Creek Parkway
 Winston-Salem, NC
27103
	  	 Kindred Hospitals East, L.L.C.
 Kindred Pharmacy Services
Greensboro
 3400 West Wendover Avenue, Suite F
 Greensboro, NC
27407

		
	 Kindred Nursing Centers East, LLC
 Winston-Salem
Rehabilitation and Healthcare Center
 1900 West 1st Street
 Winston-Salem, NC 27104
	  	 Kindred Hospitals East, L.L.C.
 Kindred Pharmacy Services
Greensboro
 3400 West Wendover Avenue, Suite F
 Greensboro, NC
27407

		
	 Kindred Nursing Centers Limited Partnership
 Meadowvale
Health & Rehabilitation Center
 1529 W. Lancaster Street
 Bluffton, IN 46714
	  	 Kindred Hospitals Limited Partnership
 Kindred Pharmacy
Services Indianapolis
 6484 Corporate Drive
 Indianapolis, IN
46278

		
	 Kindred Nursing Centers Limited Partnership
 Muncie
Health & Rehabilitation Center
 4301 North Walnut Street
 Muncie, IN 47303
	  	 Kindred Hospitals Limited Partnership
 Kindred Pharmacy
Services Indianapolis
 6484 Corporate Drive
 Indianapolis, IN
46278

		
	 Kindred Nursing Centers Limited Partnership
 Parkwood
Health Care Center
 1001 North Grant Street
 Lebanon, IN
46052
	  	 Kindred Hospitals Limited Partnership
 Kindred Pharmacy
Services Indianapolis
 6484 Corporate Drive
 Indianapolis, IN
46278

		
	 Kindred Nursing Centers Limited Partnership
 Regency
Place of Castleton
 5226 E. 82nd Street
 Indianapolis, IN
46250
	  	 Kindred Hospitals Limited Partnership
 Kindred Pharmacy
Services Indianapolis
 6484 Corporate Drive
 Indianapolis, IN
46278


  

 EXHIBIT A Page 4 of 26 








 EXHIBIT A 
 Kindred Nursing Facilities and the KPS Pharmacies Serving Each One  
  

			
		
	 Kindred Nursing Centers Limited Partnership
 Regency
Place of Fort Wayne
 6006 Brandy Chase Cove
 Ft. Wayne, IN
46815
	  	 Kindred Hospitals Limited Partnership
 Kindred Pharmacy
Services Indianapolis
 6484 Corporate Drive
 Indianapolis, IN
46278

		
	 Kindred Nursing Centers Limited Partnership
 Regency
Place of Greenfield
 200 Green Meadows Drive
 Greenfield, IN
46140
	  	 Kindred Hospitals Limited Partnership
 Kindred Pharmacy
Services Indianapolis
 6484 Corporate Drive
 Indianapolis, IN
46278

		
	 Kindred Nursing Centers Limited Partnership
 Regency
Place of Greenwood
 377 Westridge Boulevard
 Greenwood, IN
46142
	  	 Kindred Hospitals Limited Partnership
 Kindred Pharmacy
Services Indianapolis
 6484 Corporate Drive
 Indianapolis, IN
46278

		
	 Kindred Nursing Centers Limited Partnership
 Regency
Place of Lafayette
 300 Windy Hill Drive
 Lafayette, IN
47905
	  	 Kindred Hospitals Limited Partnership
 Kindred Pharmacy
Services Indianapolis
 6484 Corporate Drive
 Indianapolis, IN
46278

		
	 Kindred Nursing Centers Limited Partnership
 Royal Oaks
Health Care & Rehabilitation Center
 3500 Maple Avenue
 Terre
Haute, IN 47804
	  	 Kindred Hospitals Limited Partnership
 Kindred Pharmacy
Services Indianapolis
 6484 Corporate Drive
 Indianapolis, IN
46278

		
	 Kindred Nursing Centers Limited Partnership
 Southwood
Health & Rehabilitation Center
 2222 Margaret Avenue
 Terre Haute, IN 47802
	  	 Kindred Hospitals Limited Partnership
 Kindred Pharmacy
Services Indianapolis
 6484 Corporate Drive
 Indianapolis, IN
46278

		
	 Kindred Nursing Centers Limited Partnership
 Valley View
Health Care Center
 333 West Mishawaka Road
 Elkhart, IN
46517
	  	 Kindred Hospitals Limited Partnership
 Kindred Pharmacy
Services Indianapolis
 6484 Corporate Drive
 Indianapolis, IN
46278

		
	 Kindred Nursing Centers Limited Partnership
 Wildwood
Health Care Center
 7301 E. 16th Street
 Indianapolis, IN
46219
	  	 Kindred Hospitals Limited Partnership
 Kindred Pharmacy
Services Indianapolis
 6484 Corporate Drive
 Indianapolis, IN
46278

		
	 Kindred Nursing Centers Limited Partnership
 Windsor
Estates Health & Rehab Center
 429 West Lincoln Road
 Kokomo, IN 46902
	  	 Kindred Hospitals Limited Partnership
 Kindred Pharmacy
Services Indianapolis
 6484 Corporate Drive
 Indianapolis, IN
46278


  

 EXHIBIT A Page 5 of 26 








 EXHIBIT A 
 Kindred Nursing Facilities and the KPS Pharmacies Serving Each One  
  

			
		
	 Kindred Nursing Centers Limited Partnership
 Fairpark
Healthcare Center
 307 N. 5th Street
 Maryville, TN
37801
	  	 Kindred Hospitals Limited Partnership
 Kindred Pharmacy
Services Knoxville
 3588 Workman Road, Suite 101
 Knoxville, TN
37921-5932

		
	 Kindred Nursing Centers Limited Partnership
 Greystone
Health Care Center
 P.O. Box 1133 TCAS
 Blountville, TN
37617
	  	 Kindred Hospitals Limited Partnership
 Kindred Pharmacy
Services Knoxville
 3588 Workman Road, Suite 101
 Knoxville, TN
37921-5932

		
	 Kindred Nursing Centers Limited Partnership
 Jefferson
City Health and Rehabilitation Center
 283 West Broadway Boulevard
 Jefferson City, TN 37760
	  	 Kindred Hospitals Limited Partnership
 Kindred Pharmacy
Services Knoxville
 3588 Workman Road, Suite 101
 Knoxville, TN
37921-5932

		
	 Kindred Nursing Centers Limited Partnership
 Loudon
Healthcare Center
 1520 Grove Street
 Loudon, TN
37774
	  	 Kindred Hospitals Limited Partnership
 Kindred Pharmacy
Services Knoxville
 3588 Workman Road, Suite 101
 Knoxville, TN
37921-5932

		
	 Kindred Nursing Centers Limited Partnership
 Maryville
Healthcare and Rehabilitation Center
 1012 Jamestown Way
 Maryville, TN 37803
	  	 Kindred Hospitals Limited Partnership
 Kindred Pharmacy
Services Knoxville
 3588 Workman Road, Suite 101
 Knoxville, TN
37921-5932

		
	 Kindred Nursing Centers Limited Partnership
 Northhaven
Health Care Center
 3300 Broadway NE
 Knoxville, TN
38917
	  	 Kindred Hospitals Limited Partnership
 Kindred Pharmacy
Services Knoxville
 3588 Workman Road, Suite 101
 Knoxville, TN
37921-5932

		
	 Kindred Nevada, LLC
 Las Vegas Healthcare and
Rehabilitation Center
 2832 Maryland Parkway
 Las Vegas, NV
89109
	  	 Kindred Hospitals West, L.L.C.
 Kindred Pharmacy Services
Las Vegas
 4755 West Nevso Drive, Suite 1
 Las Vegas, NV
89103-3762

		
	 Kindred Nevada, LLC
 Torrey Pines Care Center

1701 South Torrey Pines Drive
 Las Vegas, NV 89102
	  	 Kindred Hospitals West, L.L.C.
 Kindred Pharmacy Services
Las Vegas
 4755 West Nevso Drive, Suite 1
 Las Vegas, NV
89103-3762

		
	 Kindred Nursing Centers Limited Partnership
 Camden
Healthcare and Rehabilitation Center
 197 Hospital Drive
 Camden,
TN 38320
	  	 Kindred Hospitals Limited Partnership
 Kindred Pharmacy
Services Memphis
 1680 Century Center Parkway, Suite 15
 Memphis,
TN 38134-7028


  

 EXHIBIT A Page 6 of 26 








 EXHIBIT A 
 Kindred Nursing Facilities and the KPS Pharmacies Serving Each One  
  

			
		
	 Kindred Nursing Centers Limited Partnership
 Cordova
Rehabilitation and Nursing Center
 953 Germantown Road
 Cordova,
TN 38018
	  	 Kindred Hospitals Limited Partnership
 Kindred Pharmacy
Services Memphis
 1680 Century Center Parkway, Suite 15
 Memphis,
TN 38134-7028

		
	 Kindred Nursing Centers Limited Partnership
 Heritage
Manor Healthcare Center
 401 Indiana Avenue
 Mayfield, KY
42066
	  	 Kindred Hospitals Limited Partnership
 Kindred Pharmacy
Services Memphis
 1680 Century Center Parkway, Suite 15
 Memphis,
TN 38134-7028

		
	 Kindred Nursing Centers Limited Partnership
 Huntingdon
Health and Rehabilitation Center
 635 High Street
 Huntingdon, TN
38344
	  	 Kindred Hospitals Limited Partnership
 Kindred Pharmacy
Services Memphis
 1680 Century Center Parkway, Suite 15
 Memphis,
TN 38134-7028

		
	 Kindred Nursing Centers Limited Partnership
 Oakview
Nursing and Rehabilitation Center
 10456 U.S. Highway 62
 Calvert
City, KY 42029
	  	 Kindred Hospitals Limited Partnership
 Kindred Pharmacy
Services Memphis
 1680 Century Center Parkway, Suite 15
 Memphis,
TN 38134-7028

		
	 Kindred Nursing Centers Limited Partnership
 Paducah
Centre for Health and Rehabilitation
 501 North Third Street
 Paducah, KY 42001
	  	 Kindred Hospitals Limited Partnership
 Kindred Pharmacy
Services Memphis
 1680 Century Center Parkway, Suite 15
 Memphis,
TN 38134-7028

		
	 Kindred Nursing Centers Limited Partnership
 Pine Meadows
Healthcare and Rehabilitation Center
 700 Nuckolls Road
 Bolivar,
TN 38008
	  	 Kindred Hospitals Limited Partnership
 Kindred Pharmacy
Services Memphis
 1680 Century Center Parkway, Suite 15
 Memphis,
TN 38134-7028

		
	 Kindred Nursing Centers Limited Partnership
 Primacy
Healthcare and Rehabilitation Center
 6025 Primacy Parkway
 Memphis, TN 38119
	  	 Kindred Hospitals Limited Partnership
 Kindred Pharmacy
Services Memphis
 1680 Century Center Parkway, Suite 15
 Memphis,
TN 38134-7028

		
	 Kindred Nursing Centers Limited Partnership
 Ripley
Healthcare and Rehabilitation Center
 118 Hallburton Road
 Ripley, TN 38063
	  	 Kindred Hospitals Limited Partnership
 Kindred Pharmacy
Services Memphis
 1680 Century Center Parkway, Suite 15
 Memphis,
TN 38134-7028

		
	 Kindred Nursing Centers Limited Partnership
 Spring Gate
Rehabilitation and Healthcare Center
 3909 Covington Pike
 Memphis, TN 38134
	  	 Kindred Hospitals Limited Partnership
 Kindred Pharmacy
Services Memphis
 1680 Century Center Parkway, Suite 15
 Memphis,
TN 38134-7028


  

 EXHIBIT A Page 7 of 26 








 EXHIBIT A 
 Kindred Nursing Facilities and the KPS Pharmacies Serving Each One  
  

			
		
	 Kindred Nursing Centers East, LLC
 Kindred Healthcare
Center of Mobile
 1758 Springhill Avenue
 Mobile, AL
36607
	  	 Kindred Hospitals East, L.L.C.
 Kindred Pharmacy Services
Mobile
 5237 Halls Mill Road, Bldg. 4. Suite A
 Mobile, AL
36619-9603

		
	 Kindred Nursing Centers West, LLC
 Bay View Nursing and
Rehabilitation Center
 516 Willow Street
 Alameda, CA
94501
	  	 Kindred Pharmacy Services, Inc.
 Kindred Pharmacy
Services Mountain View
 145 East Dana Street, Suite B
 Mountain
View, CA 94041

		
	 Kindred Nursing Centers West, LLC
 Fifth Avenue Health
Care Center
 1601 Fifth Avenue
 San Rafael, CA
94901
	  	 Kindred Pharmacy Services, Inc.
 Kindred Pharmacy
Services Mountain View
 145 East Dana Street, Suite B
 Mountain
View, CA 94041

		
	 Kindred Nursing Centers West, LLC
 Golden Gate Healthcare
Center
 2707 Pine Street
 San Francisco, CA 94115
	  	 Kindred Pharmacy Services, Inc.
 Kindred Pharmacy
Services Mountain View
 145 East Dana Street, Suite B
 Mountain
View, CA 94041

		
	 Kindred Nursing Centers West, LLC
 Hacienda Care
Center
 76 Fenton Street
 Livermore, CA 94550
	  	 Kindred Pharmacy Services, Inc.
 Kindred Pharmacy
Services Mountain View
 145 East Dana Street, Suite B
 Mountain
View, CA 94041

		
	 Kindred Nursing Centers West, LLC
 Lawton Healthcare
Center
 1575 7th Avenue
 San Francisco, CA 94122
	  	 Kindred Pharmacy Services, Inc.
 Kindred Pharmacy
Services Mountain View
 145 East Dana Street, Suite B
 Mountain
View, CA 94041

		
	 Kindred Nursing Centers West, LLC
 Magnolia Gardens Care
Center
 1609 Trousdale Drive
 Burlingame, CA
94010
	  	 Kindred Pharmacy Services, Inc.
 Kindred Pharmacy
Services Mountain View
 145 East Dana Street, Suite B
 Mountain
View, CA 94041

		
	 Hillhaven-MSC Partnership
 Nineteenth Avenue Healthcare
Center
 2043 19th Avenue
 San Francisco, CA 94116
	  	 Kindred Pharmacy Services, Inc.
 Kindred Pharmacy
Services Mountain View
 145 East Dana Street, Suite B
 Mountain
View, CA 94041

		
	 Kindred Nursing Centers West, LLC
 Nob Hill Healthcare
Center
 1359 Pine Street
 San Francisco, CA 94109
	  	 Kindred Pharmacy Services, Inc.
 Kindred Pharmacy
Services Mountain View
 145 East Dana Street, Suite B
 Mountain
View, CA 94041


  

 EXHIBIT A Page 8 of 26 








 EXHIBIT A 
 Kindred Nursing Facilities and the KPS Pharmacies Serving Each One  
  

			
		
	 Kindred Nursing Centers West, LLC
 Santa Cruz Healthcare
Center
 1115 Capitola Road
 Santa Cruz, CA 95062
	  	 Kindred Pharmacy Services, Inc.
 Kindred Pharmacy
Services Mountain View
 145 East Dana Street, Suite B
 Mountain
View, CA 94041

		
	 Kindred Nursing Centers West, LLC
 Victorian Healthcare
Center
 2121 Pine Street
 San Francisco, CA 94115
	  	 Kindred Pharmacy Services, Inc.
 Kindred Pharmacy
Services Mountain View
 145 East Dana Street, Suite B
 Mountain
View, CA 94041

		
	 Kindred Nursing Centers Limited Partnership
 Angel River
Health and Rehabilitation
 5233 Rosebud Lane
 Newburgh, IN
47630
	  	 Kindred Hospitals Limited Partnership
 Kindred Pharmacy
Services New Albany
 4112 Reas Lane
 New Albany, IN
47150

		
	 Kindred Nursing Centers Limited Partnership
 Bashford
East Health Care
 3535 Bardstown Road
 Louisville, KY
40218
	  	 Kindred Hospitals Limited Partnership
 Kindred Pharmacy
Services New Albany
 4112 Reas Lane
 New Albany, IN
47150

		
	 Kindred Nursing Centers Limited Partnership
 Bremen
Health Care Center
 316 Woodies Lane
 Bremen, IN
46506
	  	 Kindred Hospitals Limited Partnership
 Kindred Pharmacy
Services New Albany
 4112 Reas Lane
 New Albany, IN
47150

		
	 Kindred Nursing Centers Limited Partnership
 Cedars of
Lebanon Nursing Center
 337 South Harrison Street
 Lebanon, KY
40033
	  	 Kindred Hospitals Limited Partnership
 Kindred Pharmacy
Services New Albany
 4112 Reas Lane
 New Albany, IN
47150

		
	 Kindred Nursing Centers Limited Partnership
 Chalet
Village Health and Rehabilitation Center
 1065 Parkway Street
 Berne, IN 46711
	  	 Kindred Hospitals Limited Partnership
 Kindred Pharmacy
Services New Albany
 4112 Reas Lane
 New Albany, IN
47150

		
	 Kindred Nursing Centers Limited Partnership
 Columbia
Healthcare Center
 621 West Columbia
 Evansville, IN
47710
	  	 Kindred Hospitals Limited Partnership
 Kindred Pharmacy
Services New Albany
 4112 Reas Lane
 New Albany, IN
47150

		
	 Kindred Nursing Centers Limited Partnership
 Columbus
Health and Rehabilitation Center
 2100 Midway
 Columbus, IN
47201
	  	 Kindred Hospitals Limited Partnership
 Kindred Pharmacy
Services New Albany
 4112 Reas Lane
 New Albany, IN
47150


  

 EXHIBIT A Page 9 of 26 








 EXHIBIT A 
 Kindred Nursing Facilities and the KPS Pharmacies Serving Each One  
  

			
		
	 Kindred Nursing Centers Limited Partnership Crestview
 3801 Old Bruceville Road
 Vincennes, IN 47591
	  	 Kindred Hospitals Limited Partnership
 Kindred Pharmacy
Services New Albany
 4112 Reas Lane
 New Albany, IN
47150

		
	 Kindred Nursing Centers Limited Partnership
 Danville
Centre for Health and Rehabilitation
 642 North 3rd Street
 Danville, KY 40422
	  	 Kindred Hospitals Limited Partnership
 Kindred Pharmacy
Services New Albany
 4112 Reas Lane
 New Albany, IN
47150

		
	 Kindred Nursing Centers Limited Partnership
 Eagle Creek
Health and Rehabilitation Center
 4102 Shore Drive
 Indianapolis,
IN 46254
	  	 Kindred Hospitals Limited Partnership
 Kindred Pharmacy
Services New Albany
 4112 Reas Lane
 New Albany, IN
47150

		
	 Kindred Nursing Centers Limited Partnership
 Harrison
Health and Rehabilitation Centre
 150 Beechmont Drive
 Corydon,
IN 47112
	  	 Kindred Hospitals Limited Partnership
 Kindred Pharmacy
Services New Albany
 4112 Reas Lane
 New Albany, IN
47150

		
	 Kindred Nursing Centers Limited Partnership
 Harrodsburg
Health Care Center
 853 Lexington Road
 Harrodsburg, KY
40330
	  	 Kindred Hospitals Limited Partnership
 Kindred Pharmacy
Services New Albany
 4112 Reas Lane
 New Albany, IN
47150

		
	 Kindred Nursing Centers Limited Partnership
 Hillcrest
Health Care Center
 3740 Old Hartford Road
 Owensboro, KY
42303
	  	 Kindred Hospitals Limited Partnership
 Kindred Pharmacy
Services New Albany
 4112 Reas Lane
 New Albany, IN
47150

		
	 Kindred Nursing Centers Limited Partnership
 Indian Creek
Health and Rehabilitation Center
 240 Beechmont Drive
 Corydon,
IN 47112
	  	 Kindred Hospitals Limited Partnership
 Kindred Pharmacy
Services New Albany
 4112 Reas Lane
 New Albany, IN
47150

		
	 Kindred Nursing Centers Limited Partnership
 Liberty Care
Center
 616 Wallace Wilkinson Blvd.
 PO Box 1435
 Liberty, KY 42539
	  	 Kindred Hospitals Limited Partnership
 Kindred Pharmacy
Services New Albany
 4112 Reas Lane
 New Albany, IN
47150

		
	 Kindred Nursing Centers Limited Partnership
 Maple Manor
Health Care Center
 515 Greene Drive
 Greenville, KY
42345
	  	 Kindred Hospitals Limited Partnership
 Kindred Pharmacy
Services New Albany
 4112 Reas Lane
 New Albany, IN
47150


  

 EXHIBIT A Page 10 of 26 








 EXHIBIT A 
 Kindred Nursing Facilities and the KPS Pharmacies Serving Each One  
  

			
		
	 Kindred Nursing Centers Limited Partnership
 Northfield
Centre for Health and Rehabilitation
 6000 Hunting Road
 Louisville, KY 40222
	  	 Kindred Hospitals Limited Partnership
 Kindred Pharmacy
Services New Albany
 4112 Reas Lane
 New Albany, IN
47150

		
	 Kindred Nursing Centers Limited Partnership
 Riverside
Manor Healthcare Center
 Highway 136
 Calhoun, KY
42327
	  	 Kindred Hospitals Limited Partnership
 Kindred Pharmacy
Services New Albany
 4112 Reas Lane
 New Albany, IN
47150

		
	 Kindred Nursing Centers Limited Partnership
 Rolling
Hills Health Care Center
 3625 St. Joseph Road
 New Albany, IN
47150
	  	 Kindred Hospitals Limited Partnership
 Kindred Pharmacy
Services New Albany
 4112 Reas Lane
 New Albany, IN
47150

		
	 Kindred Nursing Centers Limited Partnership
 Rosewood
Health Care Center
 550 High Street
 Bowling Green, KY
42102
	  	 Kindred Hospitals Limited Partnership
 Kindred Pharmacy
Services New Albany
 4112 Reas Lane
 New Albany, IN
47150

		
	 Kindred Nursing Centers Limited Partnership
 Sellersburg
Health and Rehabilitation Centre
 7823 Old Highway #60
 Sellersburg, IN 47172
	  	 Kindred Hospitals Limited Partnership
 Kindred Pharmacy
Services New Albany
 4112 Reas Lane
 New Albany, IN
47150

		
	 Kindred Nursing Centers Limited Partnership
 Wedgewood
Healthcare Center
 101 Potters Lane
 Clarksville, IN
47129
	  	 Kindred Hospitals Limited Partnership
 Kindred Pharmacy
Services New Albany
 4112 Reas Lane
 New Albany, IN
47150

		
	 Kindred Nursing Centers Limited Partnership
 Westview
Nursing and Rehabilitation Center
 1510 Clinic Drive
 Bedford, IN
47421
	  	 Kindred Hospitals Limited Partnership
 Kindred Pharmacy
Services New Albany
 4112 Reas Lane
 New Albany, IN
47150

		
	 Kindred Nursing Centers Limited Partnership
 Winchester
Centre for Health and Rehabilitation
 200 Glenway Road
 Winchester, KY 40391
	  	 Kindred Hospitals Limited Partnership
 Kindred Pharmacy
Services New Albany
 4112 Reas Lane
 New Albany, IN
47150

		
	 Kindred Nursing Centers Limited Partnership
 Woodland
Terrace Health Care Facility
 1117 Woodland Drive
 Elizabethtown,
KY 42701
	  	 Kindred Hospitals Limited Partnership
 Kindred Pharmacy
Services New Albany
 4112 Reas Lane
 New Albany, IN
47150


  

 EXHIBIT A Page 11 of 26 








 EXHIBIT A 
 Kindred Nursing Facilities and the KPS Pharmacies Serving Each One  
  

			
		
	 Kindred Nursing Centers Limited Partnership
 Colony Oaks
Care Center
 601 Briarcliff Drive
 Appleton, WI
54915
	  	 THC - Chicago, Inc.
 Kindred Pharmacy Services New
Berlin
 5055 South Emmer Drive, Suite 100
 New Berlin, WI
53151

		
	 Kindred Nursing Centers Limited Partnership
 Mount Carmel
Medical and Rehabilitation Center
 677 East State Street
 Burlington, WI 53105
	  	 THC - Chicago, Inc.
 Kindred Pharmacy Services New
Berlin
 5055 South Emmer Drive, Suite 100
 New Berlin, WI
53151

		
	 Kindred Nursing Centers Limited Partnership
 Mt. Carmel
Health & Rehabilitation Center
 5700 West Layton Avenue
 Milwaukee, WI 53220
	  	 THC - Chicago, Inc.
 Kindred Pharmacy Services New
Berlin
 5055 South Emmer Drive, Suite 100
 New Berlin, WI
53151

		
	 Kindred Nursing Centers Limited Partnership
 North Ridge
Medical and Rehabilitation Center
 1445 North 7th Street
 Manitowoc, WI 54220
	  	 THC - Chicago, Inc.
 Kindred Pharmacy Services New
Berlin
 5055 South Emmer Drive, Suite 100
 New Berlin, WI
53151

		
	 Kindred Nursing Centers Limited Partnership
 Oshkosh
Medical & Rehabilitation Center
 1850 Bowen Street
 Oshkosh, WI 54901
	  	 THC - Chicago, Inc.
 Kindred Pharmacy Services New
Berlin
 5055 South Emmer Drive, Suite 100
 New Berlin, WI
53151

		
	 Kindred Nursing Centers Limited Partnership
 San Luis
Medical and Rehabilitation Center
 2305 San Luis Place
 Green
Bay, WI 54304
	  	 THC - Chicago, Inc.
 Kindred Pharmacy Services New
Berlin
 5055 South Emmer Drive, Suite 100
 New Berlin, WI
53151

		
	 Kindred Nursing Centers Limited Partnership
 Sheridan
Medical Complex
 8400 Sheridan Road
 Kenosha, WI
53143
	  	 THC - Chicago, Inc.
 Kindred Pharmacy Services New
Berlin
 5055 South Emmer Drive, Suite 100
 New Berlin, WI
53151

		
	 Kindred Nursing Centers Limited Partnership
 Vallhaven
Care Center
 125 Byrd Avenue
 Neenah, WI 54956
	  	 THC - Chicago, Inc.
 Kindred Pharmacy Services New
Berlin
 5055 South Emmer Drive, Suite 100
 New Berlin, WI
53151

		
	 Kindred Nursing Centers Limited Partnership
 Woodstock
Health and Rehabilitation Center
 3415 Sheridan Road
 Kenosha, WI
53140
	  	 THC - Chicago, Inc.
 Kindred Pharmacy Services New
Berlin
 5055 South Emmer Drive, Suite 100
 New Berlin, WI
53151


  

 EXHIBIT A Page 12 of 26 








 EXHIBIT A 
 Kindred Nursing Facilities and the KPS Pharmacies Serving Each One  
  

			
		
	 Kindred Nursing Centers West, LLC
 Augusta Rehabilitation
Center
 187 Eastern Avenue
 Augusta, ME 04330
	 	 Kindred Hospitals East, L.L.C.
 Kindred Pharmacy Services
Portland
 653 Riverside Street
 Portland, ME
04103

		
	 Kindred Nursing Centers West, LLC
 Brentwood
Rehabilitation and Nursing Center
 370 Portland Street
 Yarmouth,
ME 04096
	 	 Kindred Hospitals East, L.L.C.
 Kindred Pharmacy Services
Portland
 653 Riverside Street
 Portland, ME
04103

		
	 Kindred Nursing Centers West, LLC
 Brewer Rehabilitation
and Living Center
 74 Parkway South
 Brewer, ME
04112
	 	 Kindred Hospitals East, L.L.C.
 Kindred Pharmacy Services
Portland
 653 Riverside Street
 Portland, ME
04103

		
	 Kindred Nursing Centers West, LLC
 Eastside
Rehabilitation and Living Center
 516 Mt. Hope Avenue
 Bangor, ME
04401
	 	 Kindred Hospitals East, L.L.C.
 Kindred Pharmacy Services
Portland
 653 Riverside Street
 Portland, ME
04103

		
	 Kindred Nursing Centers West, LLC
 Fieldcrest
Manor
 126 Depot Street
 Waldoboro, ME 04572
	 	 Kindred Hospitals East, L.L.C.
 Kindred Pharmacy Services
Portland
 653 Riverside Street
 Portland, ME
04103

		
	 Kindred Nursing Centers West, LLC
 Kennebunk Nursing and
Rehabilitation Center
 158 Ross Road
 Kennebunk, ME
04043
	 	 Kindred Hospitals East, L.L.C.
 Kindred Pharmacy Services
Portland
 653 Riverside Street
 Portland, ME
04103

		
	 Kindred Nursing Centers West, LLC
 Norway Rehabilitation
& Living Center
 29 Marion Avenue
 Norway, ME
04268
	 	 Kindred Hospitals East, L.L.C.
 Kindred Pharmacy Services
Portland
 653 Riverside Street
 Portland, ME
04103

		
	 Kindred Nursing Centers West, LLC
 Shore Village
Rehabilitation & Nursing Center
 201 Camden Street
 Rockland,
ME 04841
	 	 Kindred Hospitals East, L.L.C.
 Kindred Pharmacy Services
Portland
 653 Riverside Street
 Portland, ME
04103


  

 EXHIBIT A Page 13 of 26 








 EXHIBIT A 
 Kindred Nursing Facilities and the KPS Pharmacies Serving Each One  
  

			
		
	 Kindred Hospitals East, L.L.C.
 Kindred Pharmacy Services
Portland
 653 Riverside Street
 Portland, ME
04103
	  	 Kindred Nursing Centers West, LLC
 Westgate
Manor
 750 Union Street
 Bangor, ME 01401

		
	 Kindred Hospitals East, L.L.C.
 Kindred Pharmacy Services
Portland
 653 Riverside Street
 Portland, ME
04103
	  	 Kindred Hospitals East, L.L.C.
 Kindred Pharmacy Services
Portland
 653 Riverside Street
 Portland, ME
04103

		
	 Kindred Nursing Centers West, LLC
 Winship Green Nursing
Center
 51 Winship Street
 Bath, ME 04330
	  	 Kindred Hospitals East, L.L.C.
 Kindred Pharmacy Services
Raleigh
 1645 Old Louisburg Road
 Raleigh, NC
27604-1376

		
	 Kindred Nursing Centers East, LLC
 Chapel Hill
Rehabilitation and Healthcare Center
 1602 East Franklin Street
 Chapel Hill, NC 27514
	  	 Kindred Hospitals East, L.L.C.
 Kindred Pharmacy Services
Raleigh
 1645 Old Louisburg Road
 Raleigh, NC
27604-1376

		
	 Kindred Nursing Centers East, LLC
 Cypress Pointe
Rehabilitation and Health Care Centre
 2006 South 16th Street
 Wilmington, NC 28401
	  	 Kindred Hospitals East, L.L.C.
 Kindred Pharmacy Services
Raleigh
 1645 Old Louisburg Road
 Raleigh, NC
27604-1376

		
	 Kindred Nursing Centers East, LLC
 Guardian Care of
Ahoskie
 604 Stokes Street East
 Ahoskie, NC
27910
	  	 Kindred Hospitals East, L.L.C.
 Kindred Pharmacy Services
Raleigh
 1645 Old Louisburg Road
 Raleigh, NC
27604-1376

		
	 Kindred Nursing Centers East, LLC
 Guardian Care of
Henderson
 280 S. Beckford Drive
 Henderson, NC
27536
	  	 Kindred Hospitals East, L.L.C.
 Kindred Pharmacy Services
Raleigh
 1645 Old Louisburg Road
 Raleigh, NC
27604-1376

		
	 Kindred Nursing Centers East, LLC
 Guardian Care of
Kenansville
 209 Beasley Street, P.O. Box 430
 Kenansville, NC
28349
	  	 Kindred Hospitals East, L.L.C.
 Kindred Pharmacy Services
Raleigh
 1645 Old Louisburg Road
 Raleigh, NC
27604-1376

		
	 Kindred Nursing Centers East, LLC
 Guardian Care of
Roanoke Rapids
 305 Fourteenth Street
 Roanoke Rapids,
27870
	  	 Kindred Hospitals East, L.L.C.
 Kindred Pharmacy Services
Raleigh
 1645 Old Louisburg Road
 Raleigh, NC
27604-1376


  

 EXHIBIT A Page 14 of 26 








 EXHIBIT A 
 Kindred Nursing Facilities and the KPS Pharmacies Serving Each One  
  

			
		
	 Kindred Nursing Centers East, LLC
 Guardian Care of Rocky
Mount
 160 Winstead Avenue
 Rocky Mount, NC 27804
	  	 Kindred Hospitals East, L.L.C.
 Kindred Pharmacy Services
Raleigh
 1645 Old Louisburg Road
 Raleigh, NC
27604-1376

		
	 Kindred Nursing Centers East, LLC
 Guardian Care of
Scotland Neck
 920 Junior High School Road
 Scotland Neck, NC
27874
	  	 Kindred Hospitals East, L.L.C.
 Kindred Pharmacy Services
Raleigh
 1645 Old Louisburg Road
 Raleigh, NC
27604-1376

		
	 Kindred Nursing Centers East, LLC
 Guardian Care of
Zebulon
 509 West Gannon Avenue
 Zebulon, NC
27597
	  	 Kindred Hospitals East, L.L.C.
 Kindred Pharmacy Services
Raleigh
 1645 Old Louisburg Road
 Raleigh, NC
27604-1376

		
	 Kindred Nursing Centers East, LLC
 Kinston Rehabilitation
and Healthcare Center
 907 Cunningham Road
 Kinston, NC
28501
	  	 Kindred Hospitals East, L.L.C.
 Kindred Pharmacy Services
Raleigh
 1645 Old Louisburg Road
 Raleigh, NC
27604-1376

		
	 Kindred Nursing Centers East, LLC
 LaSalle Healthcare
Center
 411 South LaSalle Street
 Durham, NC
27705
	  	 Kindred Hospitals East, L.L.C.
 Kindred Pharmacy Services
Raleigh
 1645 Old Louisburg Road
 Raleigh, NC
27604-1376

		
	 Kindred Nursing Centers East, LLC
 Pettigrew
Rehabilitation and Healthcare Center
 1515 West Pettigrew Street
 Durham, NC 27705
	  	 Kindred Hospitals East, L.L.C.
 Kindred Pharmacy Services
Raleigh
 1645 Old Louisburg Road
 Raleigh, NC
27604-1376

		
	 Kindred Nursing Centers East, LLC
 Raleigh Rehabilitation
and Healthcare Center
 616 Wade Avenue
 Raleigh, NC
27605
	  	 Kindred Hospitals East, L.L.C.
 Kindred Pharmacy Services
Raleigh
 1645 Old Louisburg Road
 Raleigh, NC
27604-1376

		
	 Kindred Nursing Centers East, LLC
 Rose Manor Healthcare
Center
 4230 North Roxboro Road
 Durham, NC 27704
	  	 Kindred Hospitals East, L.L.C.
 Kindred Pharmacy Services
Raleigh
 1645 Old Louisburg Road
 Raleigh, NC
27604-1376

		
	 Kindred Nursing Centers East, LLC
 Sunnybrook Healthcare
and Rehabilitation Specialists
 25 Sunnybrook Road
 Raleigh, NC
27610
	  	 Kindred Hospitals East, L.L.C.
 Kindred Pharmacy Services
Raleigh
 1645 Old Louisburg Road
 Raleigh, NC
27604-1376


  

 EXHIBIT A Page 15 of 26 








 EXHIBIT A 
 Kindred Nursing Facilities and the KPS Pharmacies Serving Each One  
  

			
		
	 Kindred Nursing Centers West, LLC
 Valley Gardens Health
Care & Rehabilitation Center
 1517 E. Knickerbocker Drive
 Stockton, CA 95210
	  	 Advanced Infusion Systems, Inc,
 Kindred Pharmacy
Services Sacramento
 1214 North Market Blvd., Suite C
 Sacramento, CA 95834

		
	 Kindred Nursing Centers West, LLC
 Crosslands
Rehabilitation & Healthcare Center
 575 East 11000 South
 Sandy, UT 84070
	  	 Kindred Hospitals West, L.L.C.
 Kindred Pharmacy Services
Salt Lake City
 376 Lawndale Drive
 Salt Lake City, UT
84115-2915

		
	 Kindred Nursing Centers West, LLC
 Federal Heights
Rehabilitation and Nursing Center
 41 South Ninth East
 Salt Lake
City, UT 84102
	  	 Kindred Hospitals West, L.L.C.
 Kindred Pharmacy Services
Salt Lake City
 376 Lawndale Drive
 Salt Lake City, UT
84115-2915

		
	 Kindred Nursing Centers West, LLC
 Holladay Healthcare
Center
 4782 South Holladay Boulevard
 Salt Lake City, UT
84117
	  	 Kindred Hospitals West, L.L.C.
 Kindred Pharmacy Services
Salt Lake City
 376 Lawndale Drive
 Salt Lake City, UT
84115-2915

		
	 Kindred Nursing Centers West, LLC
 Sage View Care
Center
 1325 Sage Street
 Rock Springs, WY 82901
	  	 Kindred Hospitals West, L.L.C.
 Kindred Pharmacy Services
Salt Lake City
 376 Lawndale Drive
 Salt Lake City, UT
84115-2915

		
	 Kindred Nursing Centers West, LLC
 St. George Care and
Rehabilitation Center
 1032 East 100th South
 St. George, UT
84770
	  	 Kindred Hospitals West, L.L.C.
 Kindred Pharmacy Services
Salt Lake City
 376 Lawndale Drive
 Salt Lake City, UT
84115-2915

		
	 Kindred Nursing Centers West, LLC
 Wasatch Care
Center
 3430 Harrison Boulevard
 Ogden, UT 84403
	  	 Kindred Hospitals West, L.L.C.
 Kindred Pharmacy Services
Salt Lake City
 376 Lawndale Drive
 Salt Lake City, UT
84115-2915

		
	 Kindred Nursing Centers West, LLC
 Wasatch Valley
Rehabilitation
 2200 East 3300 South
 Salt Lake City, UT
84109
	  	 Kindred Hospitals West, L.L.C.
 Kindred Pharmacy Services
Salt Lake City
 376 Lawndale Drive
 Salt Lake City, UT
84115-2915


  

 EXHIBIT A Page 16 of 26 








 EXHIBIT A 
 Kindred Nursing Facilities and the KPS Pharmacies Serving Each One  
  

			
		
	 Kindred Nursing Centers West, LLC
 Maywood Acres
Healthcare
 2641 South C Street
 Oxnard, CA 93033
	  	 Kindred Pharmacy Services, Inc.
 Kindred Pharmacy
Services Santa Barbara
 2265 Las Positas Road
 Santa Barbara, CA
93105

		
	 Kindred Nursing Centers West, LLC
 Woodside Nursing
Center
 1425 Woodside Drive
 San Luis Obispo, CA
93401
	  	 Kindred Pharmacy Services, Inc.
 Kindred Pharmacy
Services Santa Barbara
 2265 Las Positas Road
 Santa Barbara, CA
93105

		
	 Kindred Nursing Centers West, LLC
 Arden Rehabilitation
and Healthcare Center
 16357 Aurora Avenue North
 Seattle, WA
98133
	  	 THC - Seattle, Inc.
 Kindred Pharmacy Services
Seattle
 11411 Bridgeport Way SW, Suite 300
 Lakewood, WA
98499-3006

		
	 Kindred Nursing Centers West, LLC
 Bellingham Health Care
and Rehabilitation Services
 1200 Birchwood Avenue
 Bellingham,
WA 98225
	  	 THC - Seattle, Inc.
 Kindred Pharmacy Services
Seattle
 11411 Bridgeport Way SW, Suite 300
 Lakewood, WA
98499-3006

		
	 Kindred Nursing Centers West, LLC
 Edmonds Rehabilitation
and Healthcare Center
 21008 76th Avenue West
 Edmonds, WA
98026
	  	 THC - Seattle, Inc.
 Kindred Pharmacy Services
Seattle
 11411 Bridgeport Way SW, Suite 300
 Lakewood, WA
98499-3006

		
	 Kindred Nursing Centers West, LLC
 First Hill Care
Center
 1334 Terry Avenue
 Seattle, WA 98101
	  	 THC - Seattle, Inc.
 Kindred Pharmacy Services
Seattle
 11411 Bridgeport Way SW, Suite 300
 Lakewood, WA
98499-3006

		
	 Kindred Nursing Centers West, LLC
 Heritage Health and
Rehabilitation Center
 3605 Y Street
 Vancouver, WA
98663
	  	 THC - Seattle, Inc.
 Kindred Pharmacy Services
Seattle
 11411 Bridgeport Way SW, Suite 300
 Lakewood, WA
98499-3006

		
	 Kindred Nursing Centers West, LLC
 Lakewood Healthcare
Center
 11411 Bridgeport Way
 Lakewood, WA 98499
	  	 THC - Seattle, Inc.
 Kindred Pharmacy Services
Seattle
 11411 Bridgeport Way SW, Suite 300
 Lakewood, WA
98499-3006

		
	 Kindred Nursing Centers West, LLC
 Northwest Continuum
Care Center
 128 Beacon Hill
 Longview, WA 98632
	  	 THC - Seattle, Inc.
 Kindred Pharmacy Services
Seattle
 11411 Bridgeport Way SW, Suite 300
 Lakewood, WA
98499-3006


  

 EXHIBIT A Page 17 of 26 








 EXHIBIT A 
 Kindred Nursing Facilities and the KPS Pharmacies Serving Each One  
  

			
		
	 Kindred Nursing Centers West, LLC
 Queen Anne
Healthcare
 2717 Dexter Avenue
 North Seattle, WA
98109
	  	 THC - Seattle, Inc.
 Kindred Pharmacy Services
Seattle
 11411 Bridgeport Way SW, Suite 300
 Lakewood, WA
98499-3006

		
	 Kindred Nursing Centers West, LLC
 Rainier Vista Care
Center
 920 12th Avenue SE
 Puyallup, WA 98372
	  	 THC - Seattle, Inc.
 Kindred Pharmacy Services
Seattle
 11411 Bridgeport Way SW, Suite 300
 Lakewood, WA
98499-3006

		
	 Kindred Nursing Centers West, LLC
 Vancouver Health and
Rehabilitation Center
 400 East 33rd Street
 Vancouver, WA
98663
	  	 THC - Seattle, Inc.
 Kindred Pharmacy Services
Seattle
 11411 Bridgeport Way SW, Suite 300
 Lakewood, WA
98499-3006

		
	 Kindred Nursing Centers East, LLC
 Andrew House
Healthcare
 66 Clinic Drive
 New Britain, CT
06051
	  	 Kindred Hospitals East, L.L.C.
 Kindred Pharmacy Services
South Windsor
 58 Connecticut Avenue, Suite A
 South Windsor, CT
06074-3779

		
	 Kindred Nursing Centers East, LLC
 Camelot Nursing and
Rehabilitation Center
 89 Viets Street
 New London, CT
06320
	  	 Kindred Hospitals East, L.L.C.
 Kindred Pharmacy Services
South Windsor
 58 Connecticut Avenue, Suite A
 South Windsor, CT
06074-3779

		
	 Courtland Gardens Health Center, Inc.
 Courtland Gardens
Health Center
 53 Courtland Avenue
 Stamford, CT
06902
	  	 Kindred Hospitals East, L.L.C.
 Kindred Pharmacy Services
South Windsor
 58 Connecticut Avenue, Suite A
 South Windsor, CT
06074-3779

		
	 Kindred Nursing Centers East, LLC
 Hamilton
Rehabilitation and Healthcare Center
 50 Palmer Street
 Norwich,
CT 06360
	  	 Kindred Hospitals East, L.L.C.
 Kindred Pharmacy Services
South Windsor
 58 Connecticut Avenue, Suite A
 South Windsor, CT
06074-3779

		
	 Homestead Health Center, Inc.
 Homestead Health
Center
 160 Glenbrook Road
 Stamford, CT 06902
	  	 Kindred Hospitals East, L.L.C.
 Kindred Pharmacy Services
South Windsor
 58 Connecticut Avenue, Suite A
 South Windsor, CT
06074-3779

		
	 Kindred Nursing Centers East, LLC
 Nutmeg Pavilion
Healthcare
 78 Viets Street Extension
 New London, CT
06320
	  	 Kindred Hospitals East, L.L.C.
 Kindred Pharmacy Services
South Windsor
 58 Connecticut Avenue, Suite A
 South Windsor, CT
06074-3779


  

 EXHIBIT A Page 18 of 26 








 EXHIBIT A 
 Kindred Nursing Facilities and the KPS Pharmacies Serving Each One  
  

			
		
	 Kindred Nursing Centers East, LLC
 Parkway Pavilion
Healthcare
 1157 Enfield Street
 Enfield, CT
06082
	  	 Kindred Hospitals East, L.L.C.
 Kindred Pharmacy Services
South Windsor
 58 Connecticut Avenue, Suite A
 South Windsor, CT
06074-3779

		
	 Kindred Nursing Centers East, LLC
 Windsor Rehabilitation
and Healthcare Center
 581 Poquonock Avenue
 Windsor, CT
06095
	  	 Kindred Hospitals East, L.L.C.
 Kindred Pharmacy Services
South Windsor
 58 Connecticut Avenue, Suite A
 South Windsor, CT
06074-3779

		
	 Kindred Nursing Centers West, LLC
 Desert Life
Rehabilitation and Care Center
 1919 West Medical St.
 Tucson, AZ
85704
	  	 Kindred Hospitals West, L.L.C.
 Kindred Pharmacy Services
Tucson
 4595 South Palo Verde Road, Suite 519
 Tucson, AZ
85714-1967

		
	 Kindred Nursing Centers West, LLC
 Hacienda
Rehabilitation and Care Center
 660 Coronado Drive
 Sierra Vista,
AZ 85635
	  	 Kindred Hospitals West, L.L.C.
 Kindred Pharmacy Services
Tucson
 4595 South Palo Verde Road, Suite 519
 Tucson, AZ
85714-1967

		
	 Kindred Nursing Centers West, LLC
 Kachina Point Health
Care and Rehabilitation Center
 505 Jacks Canyon Road
 Sedona, AZ
86351
	  	 Kindred Hospitals West, L.L.C.
 Kindred Pharmacy Services
Tucson
 4595 South Palo Verde Road, Suite 519
 Tucson, AZ
85714-1967

		
	 Kindred Nursing Centers West, LLC
 Sonoran Rehabilitation
and Care Center
 4202 North 20th Avenue
 Phoenix, AZ
85015
	  	 Kindred Hospitals West, L.L.C.
 Kindred Pharmacy Services
Tucson
 4595 South Palo Verde Road, Suite 519
 Tucson, AZ
85714-1967

		
	 Kindred Nursing Centers West, LLC
 Valley Health Care and
Rehabilitation Center
 5545 East Lee Street
 Tucson, AZ
85712
	  	 Kindred Hospitals West, L.L.C.
 Kindred Pharmacy Services
Tucson
 4595 South Palo Verde Road, Suite 519
 Tucson, AZ
85714-1967

		
	 Kindred Nursing Centers West, LLC
 Villa Campana Health
Care Center
 6651 Carondelet Drive, East
 Tucson, AZ
85710
	  	 Kindred Hospitals West, L.L.C.
 Kindred Pharmacy Services
Tucson
 4595 South Palo Verde Road, Suite 519
 Tucson, AZ
85714-1967

		
	 Kindred Nursing Centers East, LLC
 Bay Pointe Medical and
Rehabilitation Center
 1148 First Colonial Road
 Virginia Beach,
VA 23454
	  	 Kindred Hospitals East, L.L.C.
 Kindred Pharmacy Services
Virginia Beach
 247 Expressway Court
 Virginia Beach, VA
23462-6526


  

 EXHIBIT A Page 19 of 26 








 EXHIBIT A 
 Kindred Nursing Facilities and the KPS Pharmacies Serving Each One  
  

			
		
	 Kindred Nursing Centers East, LLC
 Guardian Care of
Elizabeth City
 901 S. Halstead Boulevard
 Elizabeth City, NC
27909
	  	 Kindred Hospitals East, L.L.C.
 Kindred Pharmacy Services
Virginia Beach
 247 Expressway Court
 Virginia Beach, VA
23462-6526

		
	 Kindred Nursing Centers East, LLC
 Harbour Pointe Medical
and Rehabilitation Center
 1005 Hampton Boulevard
 Norfolk, VA
23507
	  	 Kindred Hospitals East, L.L.C.
 Kindred Pharmacy Services
Virginia Beach
 247 Expressway Court
 Virginia Beach, VA
23462-6526

		
	 Kindred Nursing Centers East, LLC
 Nansemond Pointe
Rehabilitation and Healthcare Center
 200 Constance Road
 Suffolk, VA 23434
	  	 Kindred Hospitals East, L.L.C.
 Kindred Pharmacy Services
Virginia Beach
 247 Expressway Court
 Virginia Beach, VA
23462-6526

		
	 Kindred Nursing Centers East, LLC
 River Pointe
Rehabilitation and Healthcare Center
 4142 Bonney Road
 Virginia
Beach, VA 23452
	  	 Kindred Hospitals East, L.L.C.
 Kindred Pharmacy Services
Virginia Beach
 247 Expressway Court
 Virginia Beach, VA
23462-6526

		
	 Kindred Nursing Centers East, LLC
 Blue Hills
Alzheimer’s Care Center
 1044 Park Street
 Stoughton, MA
02072
	  	 Kindred Hospitals East, L.L.C.
 Kindred Pharmacy Services
Westwood
 390 University Avenue
 Westwood, MA
02090-2311

		
	 Kindred Nursing Centers East, LLC
 Blueberry Hill
Healthcare Nursing Home
 75 Brimbal Avenue
 Beverly, MA
01915
	  	 Kindred Hospitals East, L.L.C.
 Kindred Pharmacy Services
Westwood
 390 University Avenue
 Westwood, MA
02090-2311

		
	 Kindred Nursing Centers East, LLC
 Bolton Manor Nursing
and Rehabilitation Center
 400 Bolton Street
 Marlborough, MA
01752
	  	 Kindred Hospitals East, L.L.C.
 Kindred Pharmacy Services
Westwood
 390 University Avenue
 Westwood, MA
02090-2311

		
	 Kindred Nursing Centers East, LLC
 Briarwood Healthcare
Nursing Center
 150 Lincoln Street
 Needham, MA
02192
	  	 Kindred Hospitals East, L.L.C.
 Kindred Pharmacy Services
Westwood
 390 University Avenue
 Westwood, MA
02090-2311


  

 EXHIBIT A Page 20 of 26 








 EXHIBIT A 
 Kindred Nursing Facilities and the KPS Pharmacies Serving Each One  
  

			
		
	 Kindred Nursing Centers East, LLC
 Brigham Manor Nursing
and Rehabilitation Center
 77 High Street
 Newburyport, LA
01950
	  	 Kindred Hospitals East, L.L.C.
 Kindred Pharmacy Services
Westwood
 390 University Avenue
 Westwood, MA
02090-2311

		
	 Kindred Nursing Centers East, LLC
 Brook Farm
Rehabilitation and Nursing Centre
 1190 VFW Parkway
 West
Roxbury, MA 02132
	  	 Kindred Hospitals East, L.L.C.
 Kindred Pharmacy Services
Westwood
 390 University Avenue
 Westwood, MA
02090-2311

		
	 Kindred Nursing Centers East, LLC
 Clark House Nursing
Center at Fox Hill Village
 30 Longwood Drive
 Westwood, MA
02090
	  	 Kindred Hospitals East, L.L.C.
 Kindred Pharmacy Services
Westwood
 390 University Avenue
 Westwood, MA
02090-2311

		
	 Kindred Nursing Centers East, LLC
 Colony House Nursing
and Rehabilitation Center
 277 Washington Street
 Abington, MA
02351
	  	 Kindred Hospitals East, L.L.C.
 Kindred Pharmacy Services
Westwood
 390 University Avenue
 Westwood, MA
02090-2311

		
	 Kindred Nursing Centers East, LLC
 Country Gardens
Skilled Nursing & Rehabilitation Center
 2045 Grand Army Highway
 Swansea, MA 02777
	  	 Kindred Hospitals East, L.L.C.
 Kindred Pharmacy Services
Westwood
 390 University Avenue
 Westwood, MA
02090-2311

		
	 Kindred Nursing Centers East, LLC
 Country Rehabilitation
and Nursing Center
 180 Low Street
 Newburyport, MA
01950
	  	 Kindred Hospitals East, L.L.C.
 Kindred Pharmacy Services
Westwood
 390 University Avenue
 Westwood, MA
02090-2311

		
	 Kindred Nursing Centers East, LLC
 Crawford Skilled
Nursing and Rehabilitation Center
 273 Oak Grove Avenue
 Fall
River, MA 02723
	  	 Kindred Hospitals East, L.L.C.
 Kindred Pharmacy Services
Westwood
 390 University Avenue
 Westwood, MA
02090-2311

		
	 Kindred Nursing Centers East, LLC
 Den-Mar Rehabilitation
and Nursing Center
 44 South Street
 Rockport, MA
01966
	  	 Kindred Hospitals East, L.L.C.
 Kindred Pharmacy Services
Westwood
 390 University Avenue
 Westwood, MA
02090-2311


  

 EXHIBIT A Page 21 of 26 








 EXHIBIT A 
 Kindred Nursing Facilities and the KPS Pharmacies Serving Each One  
  

			
		
	 Kindred Nursing Centers East, LLC
 Eagle Pond
Rehabilitation and Living Center
 One Love Lane
 Dennis, MA
02660
	  	 Kindred Hospitals East, L.L.C.
 Kindred Pharmacy Services
Westwood
 390 University Avenue
 Westwood, MA
02090-2311

		
	 Kindred Nursing Centers East, LLC
 Embassy House Skilled
Nursing and Rehabilitation Center
 2 Beaumont Street
 Brockton,
MA 02402
	  	 Kindred Hospitals East, L.L.C.
 Kindred Pharmacy Services
Westwood
 390 University Avenue
 Westwood, MA
02090-2311

		
	 Kindred Nursing Centers East, LLC
 Franklin Skilled
Nursing and Rehabilitation Center
 130 Chestnut Street
 Franklin,
MA 02038
	  	 Kindred Hospitals East, L.L.C.
 Kindred Pharmacy Services
Westwood
 390 University Avenue
 Westwood, MA
02090-2311

		
	 Kindred Nursing Centers East, LLC
 Great Barrington
Rehabilitation and Nursing Center
 148 Maple Avenue
 Great
Barrington, MA 01230
	  	 Kindred Hospitals East, L.L.C.
 Kindred Pharmacy Services
Westwood
 390 University Avenue
 Westwood, MA
02090-2311

		
	 Kindred Nursing Centers East, LLC
 Hallmark Nursing and
Rehabilitation Center
 1123 Rockdale Avenue
 New Bedford, MA
02740
	  	 Kindred Hospitals East, L.L.C.
 Kindred Pharmacy Services
Westwood
 390 University Avenue
 Westwood, MA
02090-2311

		
	 Kindred Nursing Centers East, LLC
 Hammersmith House
Nursing Care Center
 73 Chestnut Street
 Saugus, MA
01906
	  	 Kindred Hospitals East, L.L.C.
 Kindred Pharmacy Services
Westwood
 390 University Avenue
 Westwood, MA
02090-2311

		
	 Kindred Nursing Centers East, LLC
 Harrington House
Nursing and Rehabilitation Center
 160 Main Street
 Walpole, MA
02081
	  	 Kindred Hospitals East, L.L.C.
 Kindred Pharmacy Services
Westwood
 390 University Avenue
 Westwood, MA
02090-2311

		
	 Kindred Nursing Centers East, LLC
 Hillcrest Nursing
Center
 94 Summer Street
 Fitchburg, MA 01420
	  	 Kindred Hospitals East, L.L.C.
 Kindred Pharmacy Services
Westwood
 390 University Avenue
 Westwood, MA
02090-2311


  

 EXHIBIT A Page 22 of 26 








 EXHIBIT A 
 Kindred Nursing Facilities and the KPS Pharmacies Serving Each One  
  

			
		
	 Kindred Nursing Centers East, LLC
 Laurel Ridge
Rehabilitation and Nursing Center
 174 Forest Hill Street
 Jamaica Plain, MA 02130
	  	 Kindred Hospitals East, L.L.C.
 Kindred Pharmacy Services
Westwood
 390 University Avenue
 Westwood, MA
02090-2311

		
	 Kindred Healthcare Operating, Inc.
 Ledgewood
Rehabilitation and Skilled Nursing Center
 87 Herrick Street
 Beverly, MA 01915
	  	 Kindred Hospitals East, L.L.C.
 Kindred Pharmacy Services
Westwood
 390 University Avenue
 Westwood, MA
02090-2311

		
	 Kindred Nursing Centers East, LLC
 Newton &
Wellesley Alzheimer Center
 694 Worcester Street
 Wellesley, MA
02182
	  	 Kindred Hospitals East, L.L.C.
 Kindred Pharmacy Services
Westwood
 390 University Avenue
 Westwood, MA
02090-2311

		
	 Kindred Nursing Centers East, LLC
 Nichols House Nursing
Home
 184 Main Street
 Fairhaven, MA 02719
	  	 Kindred Hospitals East, L.L.C.
 Kindred Pharmacy Services
Westwood
 390 University Avenue
 Westwood, MA
02090-2311

		
	 Kindred Nursing Centers East, LLC
 Oakwood Rehabilitation
and Nursing Center
 11 Pontiac Avenue
 Webster, MA
01570
	  	 Kindred Hospitals East, L.L.C.
 Kindred Pharmacy Services
Westwood
 390 University Avenue
 Westwood, MA
02090-2311

		
	 Kindred Nursing Centers East, LLC
 Presentation
Nursing & Rehabilitation Center
 10 Bellamy Street
 Brighton, MA 02135
	  	 Kindred Hospitals East, L.L.C.
 Kindred Pharmacy Services
Westwood
 390 University Avenue
 Westwood, MA
02090-2311

		
	 Kindred Nursing Centers East, LLC
 Quincy
Rehabilitation & Nursing Center
 11 McGrath Highway
 Quincy, MA 02169
	  	 Kindred Hospitals East, L.L.C.
 Kindred Pharmacy Services
Westwood
 390 University Avenue
 Westwood, MA
02090-2311

		
	 Kindred Nursing Centers East, LLC
 River Terrace
Healthcare
 1675 N. Main Street
 Lancaster, MA
01523
	  	 Kindred Hospitals East, L.L.C.
 Kindred Pharmacy Services
Westwood
 390 University Avenue
 Westwood, MA
02090-2311

		
	 Kindred Nursing Centers East, LLC
 Sachem Skilled
Nursing & Rehabilitation Center
 66 Central Street
 East
Bridgewater, MA 02333
	  	 Kindred Hospitals East, L.L.C.
 Kindred Pharmacy Services
Westwood
 390 University Avenue
 Westwood, MA
02090-2311


  

 EXHIBIT A Page 23 of 26 








 EXHIBIT A 
 Kindred Nursing Facilities and the KPS Pharmacies Serving Each One  
  

			
		
	 Kindred Nursing Centers East, LLC
 Seacoast Nursing and
Rehabilitation Center
 292 Washington Street
 Gloucester, MA
01930
	  	 Kindred Hospitals East, L.L.C.
 Kindred Pharmacy Services
Westwood
 390 University Avenue
 Westwood, MA
02090-2311

		
	 Kindred Nursing Centers East, LLC
 The Eliot Healthcare
Center*
 168 West Central Street
 Natick, MA
01760
	  	 Kindred Hospitals East, L.L.C.
 Kindred Pharmacy Services
Westwood
 390 University Avenue
 Westwood, MA
02090-2311

		
	 Kindred Nursing Centers East, LLC
 Timberlyn Heights
Nursing and Alzheimer’s Center
 320 Maple Avenue
 Great
Barrington, MA 01230
	  	 Kindred Hospitals East, L.L.C.
 Kindred Pharmacy Services
Westwood
 390 University Avenue
 Westwood, MA
02090-2311

		
	 Kindred Nursing Centers East, LLC
 Walden Rehabilitation
and Nursing Center
 785 Main Street
 Concord, MA
01742
	  	 Kindred Hospitals East, L.L.C.
 Kindred Pharmacy Services
Westwood
 390 University Avenue
 Westwood, MA
02090-2311

		
	 Kindred Nursing Centers East, LLC
 West Park Alzheimer
and Nursing Center
 1100 VFW Parkway
 West Roxbury, MA
02132
	  	 Kindred Hospitals East, L.L.C.
 Kindred Pharmacy Services
Westwood
 390 University Avenue
 Westwood, MA
02090-2311

		
	 Kindred Nursing Centers East, LLC
 Westborough Health
Care Center
 5 Colonial Drive
 Westborough, MA
01581
	  	 Kindred Hospitals East, L.L.C.
 Kindred Pharmacy Services
Westwood
 390 University Avenue
 Westwood, MA
02090-2311

		
	 Kindred Nursing Centers East, LLC
 Westridge Healthcare
Center
 121 Northboro Road
 East Marlborough, MA
01752
	  	 Kindred Hospitals East, L.L.C.
 Kindred Pharmacy Services
Westwood
 390 University Avenue
 Westwood, MA
02090-2311

		
	 Kindred Nursing Centers East, LLC
 Bridgepark Center for
Rehabilitation & Nursing Services
 145 Olive Street
 Akron, OH 44310
	  	 Kindred Hospitals East, L.L.C.
 Kindred Pharmacy Services
Worthington
 720 Lakeview Plaza Boulevard, Suite H
 Worthington,
OH 43085-5461


  

 EXHIBIT A Page 24 of 26 








 EXHIBIT A 
 Kindred Nursing Facilities and the KPS Pharmacies Serving Each One  
  

			
		
	 Kindred Nursing Centers East, LLC
 Cambridge Health &
Rehabilitation Center
 1471 Wills Creek Valley Drive
 Cambridge,
OH 43725
	  	 Kindred Hospitals East, L.L.C.
 Kindred Pharmacy Services
Worthington
 720 Lakeview Plaza Boulevard, Suite H
 Worthington,
OH 43085-5461

		
	 Kindred Nursing Centers East, LLC
 Chillicothe
Nursing & Rehabilitation Center
 60 Marietta Road
 Chillicothe, OH 45601
	  	 Kindred Hospitals East, L.L.C.
 Kindred Pharmacy Services
Worthington
 720 Lakeview Plaza Boulevard, Suite H
 Worthington,
OH 43085-5461

		
	 Kindred Nursing Centers East, LLC
 Community Healthcare
Center
 175 Community Drive
 Marion, OH 43302
	  	 Kindred Hospitals East, L.L.C.
 Kindred Pharmacy Services
Worthington
 720 Lakeview Plaza Boulevard, Suite H
 Worthington,
OH 43085-5461

		
	 Kindred Nursing Centers East, LLC
 Coshocton
Health & Rehabilitation Center
 100 S. Whitewoman Street
 Coshocton, OH 43812
	  	 Kindred Hospitals East, L.L.C.
 Kindred Pharmacy Services
Worthington
 720 Lakeview Plaza Boulevard, Suite H
 Worthington,
OH 43085-5461

		
	 Kindred Nursing Centers East, LLC
 Franklin Woods Nursing
and Rehabilitation Center
 2770 Clime Road
 Columbus, OH
43223
	  	 Kindred Hospitals East, L.L.C.
 Kindred Pharmacy Services
Worthington
 720 Lakeview Plaza Boulevard, Suite H
 Worthington,
OH 43085-5461

		
	 Kindred Nursing Centers East, LLC
 Lebanon Country
Manor
 700 Monroe Road
 Lebanon, OH 45036
	  	 Kindred Hospitals East, L.L.C.
 Kindred Pharmacy Services
Worthington
 720 Lakeview Plaza Boulevard, Suite H
 Worthington,
OH 43085-5461

		
	 Kindred Nursing Centers East, LLC
 Logan Health Care
Center
 300 Arlington Road
 Logan, OH 43138
	  	 Kindred Hospitals East, L.L.C.
 Kindred Pharmacy Services
Worthington
 720 Lakeview Plaza Boulevard, Suite H
 Worthington,
OH 43085-5461

		
	 Kindred Nursing Centers East, LLC
 Minerva Park Nursing
and Rehabilitation Center
 5460 Cleveland Avenue
 Columbus, OH
43231
	  	 Kindred Hospitals East, L.L.C.
 Kindred Pharmacy Services
Worthington 720
 Lakeview Plaza Boulevard, Suite H
 Worthington,
OH 43085-5461

		
	 Kindred Nursing Centers East, LLC
 Newark Healthcare
Centre
 75 McMillen Drive
 Newark, OH 43055
	  	 Kindred Hospitals East, L.L.C.
 Kindred Pharmacy Services
Worthington
 720 Lakeview Plaza Boulevard, Suite H
 Worthington,
OH 43085-5461


  

 EXHIBIT A Page 25 of 26 








 EXHIBIT A 
 Kindred Nursing Facilities and the KPS Pharmacies Serving Each One  
  

			
		
	 Kindred Nursing Centers East, LLC
 Pickerington Nursing
& Rehabilitation Center
 1300 Hill Road North
 Pickerington,
OH 43147
	  	 Kindred Hospitals East, L.L.C.
 Kindred Pharmacy Services
Worthington
 720 Lakeview Plaza Boulevard, Suite H
 Worthington,
OH 43085-5461

		
	 PersonaCare of Ohio, Inc.
 The LakeMed Nursing and
Rehabilitation Center
 70 Normandy Drive
 Painesville, OH
44077
	  	 Kindred Hospitals East, L.L.C.
 Kindred Pharmacy Services
Worthington
 720 Lakeview Plaza Boulevard, Suite H
 Worthington,
OH 43085-5461

		
	 Kindred Nursing Centers East, LLC
 West Lafayette
Rehabilitation and Nursing Center
 620 East Main Street
 West
Lafayette, OH 43845
	  	 Kindred Hospitals East, L.L.C.
 Kindred Pharmacy Services
Worthington
 720 Lakeview Plaza Boulevard, Suite H
 Worthington,
OH 43085-5461

		
	 Kindred Nursing Centers East, LLC
 Whitehouse Country
Manor
 11239 Waterville Street
 Whitehouse, OH
43571
	  	 Kindred Hospitals East, L.L.C.
 Kindred Pharmacy Services
Worthington
 720 Lakeview Plaza Boulevard, Suite H
 Worthington,
OH 43085-5461

		
	 Kindred Nursing Centers East, LLC
 Winchester Place
Nursing and Rehabilitation Center
 36 Lehman Drive
 Canal
Winchester, OH 43110
	  	 Kindred Hospitals East, L.L.C.
 Kindred Pharmacy Services
Worthington
 720 Lakeview Plaza Boulevard, Suite H
 Worthington,
OH 43085-5461


  

 EXHIBIT A Page 26 of 26 








 EXHIBIT B 
 Facility Charges 
 Non-Infusion Medications (including oral medications, inhalant medications, lotions
and suppositories): the * of (i) * plus a * fee of $* per prescription, or (ii) the * for the state in which the Facility is located. 
 Infusion Medications: Pricing for all types of infusion therapy (antibiotic, antifungal, hydration, TPN, and pain management) includes the following items in quantities as appropriate per the Pharmacy IV therapy protocol:

  

	 	•	 	 Infusion pump rental 


  

	 	•	 	 Pumps sets or administration sets 


 All other
supplies will be billed at *%. 
 Intravenous Medication Therapy 
 * dose/day - */day 
 * doses/day - */day 
 * doses/day - */day 
 * or more doses/day - */day 
 Hydration
Therapy 
 * liter/day - $*/day 
 * liters/day - $*/day 
 * or more liters/day - $*/day 
 Pain Management Therapy 
 Continuous IV/SubQ infusion */day 
 Total Parental Nutrition (TPN) Therapy 
 * liter/day - $*/day 
 * liters/day - $*/day 
 * liters/day - $*/day 
 TPN per diem pricing includes the following components along with the standard inclusions for all infusion therapy: 
  

	 	•	 	 Amino acid/Dextrose formulation including electrolytes, trace elements, heparin, and lipids (daily). 




	[*]	CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.











 Miscellaneous Therapy (Heparin, Dobutamine, Chemotherapy, ETC.) */day 
 Additives for Any Therapy (Hydration, Non-Standard TPN, etc.) will be charged at * 
  

	*	

 Over the Counter Medications: the * of (i) * plus a *
fee of $* per prescription, or (ii) the * for the state in which the Facility is located. 
 Pharmacy Consulting: The
Consultant Pharmacist rate is $*/hour. 


	[*]	CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.


  

 - 2 - 








 AMENDMENT TO EXHIBIT A OF THE 
 MASTER PHARMACY PROVIDER AGREEMENT 
 This Amendment to the Exhibit A of the Master Pharmacy
Provider Agreement (this “Amendment”) is made and entered into as of the _________ day of ________, _______ by and among Kindred Healthcare Operating, Inc., a Delaware corporation (“Kindred”) and Kindred Hospitals East, L.L.C., a
Delaware corporation, Kindred Hospitals West, a Delaware corporation, Kindred Hospitals Limited Partnership, THC- Chicago, Inc., an Illinois corporation, and Kindred Pharmacy Services, Inc., a Delaware corporation (each of which is hereinafter
sometime referred to each as a “KPS Person”, and collectively as “KPS”). 
 The parties agree, to the following additions to Exhibit A of
the Master Pharmacy Provider Agreement. 
  

			
		
	 Kindred Nursing Centers East, LLC
 Birchwood Terrace
Healthcare
 43 Starr Farm Road
 Burlington, VT
05401
	  	 Kindred Institutional Pharmacy Services, Inc.
 KPS
Concord
 38 Locke Rd
 Concord, NH 03301

		
	 Kindred Nursing Centers East, LLC
 Starr Farm Nursing
Center
 98 Starr Farm Road
 Burlington, VT 05401
	  	 Kindred Institutional Pharmacy Services, Inc.
 KPS
Concord
 38 Locke Rd
 Concord, NH 03301

		
	 Kindred Nursing Centers Limited Partnership
 Camden
Healthcare & Rehabilitation Center
 197 Hospital Drive
 Camden, TN 38320
	  	 KPS Tennessee, LLC
 KPS Nashville
 305 Seaboard Lane, Suite 318
 Nashville, TN 37067

		
	 Kindred Nursing Centers Limited Partnership
 Heritage
Manor Healthcare Center
 401 Indiana Avenue
 Mayfield, KY
42066
	  	 KPS Tennessee, LLC
 KPS Nashville
 305 Seaboard Lane, Suite 318
 Nashville, TN 37067

		
	 Kindred Nursing Centers Limited Partnership
 Huntingdon
Health & Rehabilitation Center
 635 High Street
 Huntingdon, TN 38344
	  	 KPS Tennessee, LLC
 KPS Nashville
 305 Seaboard Lane, Suite 318
 Nashville, TN 37067

		
	 Kindred Nursing Centers Limited Partnership
 Oakview
Nursing and Rehabilitation Center
 10456 U.S. Highway 62
 Calvert
City, KY 42029
	  	 KPS Tennessee, LLC
 KPS Nashville
 305 Seaboard Lane, Suite 318
 Nashville, TN 37067











 IN WITNESS WHEREOF, the parties hereto have executed this Amendment effective as of the day and year above written.

  

									
	Kindred Healthcare Operating, Inc.	 		 	Kindred Pharmacy Services, Inc.
					
	By:	 	/s/ Lane Bowen	 		 	By:	 	/s/ Mark A. McCullough
	Name:	 	Lane Bowen	 		 	Name:	 	Mark A. McCullough
	Title:	 	President of Health Services Division	 		 	Title:	 	President, Kindred Pharmacy Services










 AMENDMENT TO EXHIBIT A OF THE 
 MASTER PHARMACY PROVIDER AGREEMENT 
 This Amendment to the Exhibit A of the Master Pharmacy
Provider Agreement (this “Amendment”) is made and entered into as of the day _____________ of _________, ____ by and among Kindred Healthcare Operating, Inc., a Delaware. corporation (“Kindred”) and Kindred Hospitals East,
L.L.C., a Delaware corporation. Kindred Hospitals West, a Delaware corporation, Kindred Hospitals Limited Partnership, THC- Chicago, Inc., an Illinois corporation and Kindred Pharmacy Services, Inc., a Delaware corporation (each of which is
hereinafter sometime referred to each as a “KPS Person”, and collectively as “KPS”). 
 The parties agree, to the following additions to
Exhibit A of the Master Pharmacy Provider Agreement. 
  

			
	 Kindred Nursing Centers Limited Partnership
 Specialty
Care of Marietta
 26 Tower Road
 Marietta, GA 30060
 Effective: December 1, 2004
	  	 KPS East, Inc.
 Kindred Pharmacy Services
Atlanta
 5300 Oakbrook Parkway, Suite 135
 Norcross, GA
30093

		
	 Tucker Nursing Center, Inc.
 Tucker Nursing
Center
 2165 Idlewood Road
 Tucker, GA 30084
 Effective: December 1, 2004
	  	 KPS East, Inc.
 Kindred Pharmacy Services
Atlanta
 5300 Oakbrook Parkway, Suite 135
 Norcross, GA
30093

		
	 PersonaCare of Georgia. Inc.
 Athena Rehab of
Clayton
 2055 Rex Road
 Lake City, GA 30260
 Effective: January 1, 2005
	  	 KPS East, Inc.
 Kindred Pharmacy Services
Atlanta
 5300 Oakbrook Parkway, Suite 135
 Norcross, GA
30093

		
	 PersonaCare of Warner Robins, Inc.
 Warner Robins
Rehabilitation and Nursing Center
 1601 Elberta Road
 Warner
Robins, GA 31093
 Effective: February 1, 2005
	  	 KPS East, Inc.
 Kindred Pharmacy Services
Atlanta
 5300 Oakbrook Parkway, Suite 135
 Norcross, GA
30093

		
	 Lafayette Health Care Center, Inc.
 Lafayette Nursing and
Rehab Center
 110 Brandywine Boulevard
 Fayetteville, GA
30214
 Effective: April 1, 2005
	  	 KPS East, Inc.
 Kindred Pharmacy Services
Atlanta
 5300 Oakbrook Parkway, Suite 135
 Norcross, GA
30093











 IN WITNESS WHEREOF, the parties hereto have executed this Amendment effective as of the day and year above written.

  

									
	Kindred Healthcare Operating, Inc.	 		 	THC – Chicago, Inc
					
	By:	 	/s/ Lane Bowen	 		 	By:	 	/s/ Mark. A. McCullough
	Name:	 	Lane Bowen	 		 	Name:	 	Mark A. McCullough
	Title:	 	President of Health Services Division	 		 	Title:	 	President, Kindred Pharmacy Services
			
	Kindred Hospitals East, L.L.C.	 		 	Kindred Pharmacy Services, Inc.
					
	By:	 	/s/ Mark. A. McCullough	 		 	By:	 	/s/ Mark. A. McCullough
	Name:	 	Mark A. McCullough	 		 	Name:	 	Mark A. McCullough
	Title:	 	President, Kindred Pharmacy Services	 		 	Title:	 	President, Kindred Pharmacy Services
			
	Kindred Hospitals West, L.L.C.	 		 	KPS East, Inc.
					
	By:	 	/s/ Mark. A. McCullough	 		 	By:	 	/s/ Mark. A. McCullough
	Name:	 	Mark A. McCullough	 		 	Name:	 	Mark A. McCullough
	Title:	 	President, Kindred Pharmacy Services	 		 	Title:	 	President, Kindred Pharmacy Services
			
	Kindred Hospitals Limited Partnership	 		 	
					
	By:	 	/s/ Mark. A. McCullough	 		 		 	
	Name:	 	Mark A. McCullough	 		 		 	
	Title:	 	President, Kindred Pharmacy Services	 		 		 	
			
	THC – Seattle, Inc.	 		 	
					
	By:	 	/s/ Mark. A. McCullough	 		 		 	
	Name:	 	Mark A. McCullough	 		 		 	
	Title:	 	President, Kindred Pharmacy Services	 		 		 	










 AMENDMENT TO EXHIBIT A OF THE 
 MASTER PHARMACY PROVIDER AGREEMENT 
 This Amendment to the Exhibit A of the Master Pharmacy
Provider Agreement (this “Amendment”) is made and entered into as of the ____________ day of _________, __________ by and among Kindred Healthcare Operating, Inc., a Delaware corporation (“Kindred”) and Kindred Hospitals East,
L.L.C., a Delaware corporation, Kindred Hospitals West, a Delaware corporation, Kindred Hospitals Limited Partnership, THC- Chicago, Inc., an Illinois corporation, and Kindred Pharmacy Services, Inc., a Delaware corporation (each of which is
hereinafter sometime referred to each as a “KPS Person”, and collectively as “KPS”). 
 The parties agree, to the following additions to
Exhibit A of the Master Pharmacy Provider Agreement. 
  

			
	 Kindred Nursing Centers East, L.L.C.
 Kindred Heights
Nursing and Rehabilitation Center
 100 Wampanoag Trail
 East
Providence, RI 02915
	  	 KPS East, Inc.
 Kindred Pharmacy Services
 390 University Avenue
 Westwood, MA 02090

		
	 Kindred Nursing Centers East, L.L.C.
 Oak Hill Nursing
and Rehabilitation Center
 544 Pleasant Street
 Pawtucket, RI
02860
	  	 KPS East. Inc
 Kindred Pharmacy Services
 390 University Avenue
 Westwood, MA 02090











 IN WITNESS WHEREOF, the parties hereto have executed this Amendment effective as of the day and year above written.

  

									
	Kindred Healthcare Operating, Inc.	 		 	Kindred Pharmacy Services, Inc.
					
	By:	 	/s/ Lane Bowen	 		 	By:	 	/s/ Mark. A. McCullough
	Name:	 	Lane Bowen	 		 	Name:	 	Mark A. McCullough
	Title:	 	President of Health Services Division	 		 	Title:	 	President, Kindred Pharmacy Services










 AMENDMENT TO EXHIBIT A OF THE 
 MASTER PHARMACY PROVIDER AGREEMENT 
 This Amendment to the Exhibit A of the Master Pharmacy
Provider Agreement (this “Amendment”) is made and entered into as of the _______day of ___________, __________ by and among Kindred Healthcare Operating, Inc., a Delaware corporation (“Kindred”) and Kindred Hospitals East,
L.L.C., a Delaware corporation, Kindred Hospitals West, a Delaware corporation, Kindred Hospitals Limited Partnership, THC- Chicago, Inc., an Illinois corporation, and Kindred Pharmacy Services, Inc., a Delaware corporation (each of which is
hereinafter sometimes referred to each as a “KPS Person”, and collectively as “KPS”). 
 The parties agree, to the following additions to
Exhibit A of the Master Pharmacy Provider Agreement. 
  

			
	 KPS East, Inc
 KPS - Westwood
 390 University Avenue
 Westwood, MA 02090
	  	 Avery Manor Nursing, L.L.C.
 Avery Manor
 100 West Street
 Needham, MA 02494

		
	 KPS East, Inc
 KPS- Westwood
 390 University Avenue
 Westwood, MA 02090
	  	 Braintree Nursing, L.L.C.
 Braintree Manor Rehabilitation
and Nursing Center
 1102 Washington Street
 Braintree, MA
02134

		
	 KPS East, Inc
 KPS—South Windsor
 425 D Sullivan Avenue
 South Windsor, CT 06074
	  	 Country Estates Nursing, L.L.C.
 Country Estates of
Agawam
 1200 Suffield Street
 Agawam, MA
01001

		
	 KPS East, Inc
 KPS — Westwood
 390 University Avenue
 Westwood, MA 02090
	  	 Forestview Nursing, L.L.C.
 Forestview of
Wareham
 50 Indian Neck Road
 Wareham, MA
02571

		
	 KPS East, Inc
 KPS – Westwood
 390 University Avenue
 Westwood, MA 02090
	  	 Goddard Nursing, L.L.C.
 Goddard Rehabilitation and
Nursing Center
 909 Sumner Street
 Stoughton, MA
02072

		
	 KPS East, Inc
 KPS – Westwood
 390 University Avenue
 Westwood, MA 02090
	  	 Harborlights Nursing, L.L.C.
 Harborlights Rehabilitation
and Nursing Center
 804 East 7th Street S.
 Boston, MA
02127












			
		
	 KPS East, Inc
 KPS – Westwood
 390 University Avenue
 Westwood, MA 02090
	  	 Highgate Nursing, L.L.C.
 Highgate Manor Center for
Health and Rehabilitation
 10 Care Matrix Drive
 Dedham, MA
02126

		
	 KPS East, Inc
 KPS – Westwood
 390 University Avenue
 Westwood, MA 02090
	  	 Highlander Nursing, L.L.C.
 Highlander Rehabilitation and
Nursing Center
 1748 Highland Avenue
 Fall River, MA
02720

		
	 KPS East, Inc
 KPS – South Windsor
 425 D Sullivan Avenue
 South Windsor, CT 06074
	  	 Laurel Lake Health and Rehabilitation, L.L.C.
 Laurel
Lake Center For Health and Rehabilitation
 600 Laurel Street
 Lee, MA 01238

		
	 KPS East, Inc
 KPS – South Windsor
 425 D Sullivan Avenue
 South Windsor, CT 06074
	  	 Meadows Nursing, L.L.C.
 The Meadows
 111 Huntoon Highway
 Rochdale, MA 01542

		
	 KPS East, Inc
 KPS – South Windsor
 425 D Sullivan Avenue
 South Windsor, CT 06074
	  	 Springfield Park View Hospital
 Park View Specialty
Hospital of Springfield
 1400 State Street
 Springfield, MA
01109

		
	 KPS East, Inc
 KPS – Westwood
 390 University Avenue
 Westwood, MA 02090
	  	 Tower Hill Nursing, L.L.C.
 Tower Hill Center For Health
and Rehabilitation
 1 Meadowbrook Way
 Canton, MA
02021











 IN WITNESS WHEREOF, the parties hereto have executed this Amendment effective as of the day and year above written.

  

									
	Kindred Healthcare Operating, Inc.	 		 	Kindred Pharmacy Services, Inc.
					
	By:	 	/s/ Lane Bowen	 		 	By:	 	/s/ Mark. A. McCullough
	Name:	 	Lane Bowen	 		 	Name:	 	Mark A. McCullough
	Title:	 	President of Health Services Division	 		 	Title:	 	President, Kindred Pharmacy Services










 AMENDMENT TO EXHIBIT A OF THE 
 MASTER PHARMACY PROVIDER AGREEMENT 
 This Amendment to the Exhibit A of the Master Pharmacy
Provider Agreement (this “Amendment”) is made and entered into as of the _____________ day of __________, __________ by and among Kindred Healthcare Operating, Inc., a Delaware corporation (“Kindred”) and Advanced Infusion
Services, Inc., a Delaware corporation (each of which is hereinafter sometime referred to each as a “KPS Person”, and collectively as “KPS”). 
 The parties agree, to the following addition to Exhibit A of the Master Pharmacy Provider Agreement. 
 Consulting Services for this addition will
be billed at $* per hour, plus *. 
  

			
	 Kindred Nursing Centers West
 Canyonwood Nursing &
Rehab Ctr
 2120 Benton Drive
 Redding, CA 96003
 Consulting Effective: April 14, 2005
 Pharmacy Services: June 15,
2005
	  	 Advanced Infusion Services, Inc
 Kindred Pharmacy
Services Sacramento
 1214 W. North Market Blvd.
 Sacramento, CA
95834




	[*]	CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.











 IN WITNESS WHEREOF, the parties hereto have executed this Amendment effective as of the day and year above written.

  

									
	Kindred Healthcare Operating, Inc.	 		 	Kindred Healthcare Pharmacy, LLC
					
	By:	 	/s/ Lane Bowen	 		 	By:	 	/s/ Mark. A. McCullough
	Name:	 	Lane Bowen	 		 	Name:	 	Mark A. McCullough
	Title:	 	President of Health Services Division	 		 	Title:	 	President, Kindred Pharmacy Services
			
	Kindred Pharmacy Services, Inc.	 		 	KPS Wisconsin, Inc.
					
	By:	 	/s/ Mark. A. McCullough	 		 	By:	 	/s/ Mark. A. McCullough
	Name:	 	Mark A. McCullough	 		 	Name:	 	Mark A. McCullough
	Title:	 	President, Kindred Pharmacy Services	 		 	Title:	 	President, Kindred Pharmacy Services
			
	KPS East, Inc.	 		 	KPS Seattle, Inc.
					
	By:	 	/s/ Mark. A. McCullough	 		 	By:	 	/s/ Mark. A. McCullough
	Name:	 	Mark A. McCullough	 		 	Name:	 	Mark A. McCullough
	Title:	 	President, Kindred Pharmacy Services	 		 	Title:	 	President, Kindred Pharmacy Services
			
	Advanced Infusion Systems, Inc.	 		 	KPS Great Falls, Inc.
					
	By:	 	/s/ Mark. A. McCullough	 		 	By:	 	/s/ Mark. A. McCullough
	Name:	 	Mark A. McCullough	 		 	Name:	 	Mark A. McCullough
	Title:	 	President, Kindred Pharmacy Services	 		 	Title:	 	President, Kindred Pharmacy Services
			
	KPS Mountain, Inc.	 		 	Kindred Institutional Pharmacy Services, Inc.
					
	By:	 	/s/ Mark. A. McCullough	 		 	By:	 	/s/ Mark. A. McCullough
	Name:	 	Mark A. McCullough	 		 	Name:	 	Mark A. McCullough
	Title:	 	President, Kindred Pharmacy Services	 		 	Title:	 	President, Kindred Pharmacy Services










 AMENDMENT TO EXHIBIT A OF THE 
 MASTER PHARMACY PROVIDER AGREEMENT 
 This Amendment to the Exhibit A of the Master Pharmacy
Provider Agreement (this “Amendment”) is made and entered into as of the __________ day of ______, _______ by and among Kindred Healthcare Operating, Inc., a Delaware corporation (“Kindred”) and Kindred Hospitals East, L.L.C., a
Delaware corporation, Kindred Hospitals West, a Delaware corporation, Kindred Hospitals Limited Partnership, THC-Chicago, Inc., an Illinois corporation, and Kindred Pharmacy Services, Inc., a Delaware corporation (each of which is hereinafter
sometime referred to each as a “KPS Person”, and collectively as “KPS”). 
 The parties agree, to the following changes to Exhibit B of
the Master Pharmacy Provider Agreement. 
 The Consultant Pharmacists rate is $*/hour for the following facilities: 
  

			
	 Kindred Nursing Centers West, LLC
 Alta Vista
Healthcare
 9020 Garfield Avenue
 Riverside, CA
92503
	  	 Kindred Pharmacy Services, Inc.
 Kindred Pharmacy
Services Ontario
 4200 East Jurupa Street
 Ontario, CA
93105

		
	 Kindred Nursing Centers West, LLC
 Foothill Nursing and
Rehabilitation Center
 401 West Ada Avenue
 Glendora, CA
91741
	  	 Kindred Pharmacy Services, Inc.
 Kindred Pharmacy
Services Ontario
 4200 East Jurupa Street
 Ontario, CA
93105

		
	 Kindred Nursing Centers West, LLC
 La Veta Healthcare
Center
 920 West La Veta Street
 Orange, CA 92568
	  	 Kindred Pharmacy Services, Inc.
 Kindred Pharmacy
Services Ontario
 4200 East Jurupa Street
 Ontario, CA
93105

		
	 Kindred Nursing Centers West, LLC
 Village Square Nursing
and Rehabilitation Center
 1586 West San Marcos Boulevard
 San
Marcos, CA 92069
	  	 Kindred Pharmacy Services, Inc.
 Kindred Pharmacy
Services Ontario
 4200 East Jurupa Street
 Ontario, CA
93105

		
	 Kindred Nursing Centers West, LLC
 Bay View Nursing and
Rehabilitation Center
 516 Willow Street
 Alameda, CA
94501
	  	 Kindred Pharmacy Services, Inc.
 Kindred Pharmacy
Services Mountain View
 145 East Dana Street, Suite B
 Mountain
View, CA 94041

		
	 Kindred Nursing Centers West, LLC
 Fifth Avenue Health
Care Center
 1601 Fifth Avenue
 San Rafael, CA
94901
	  	 Kindred Pharmacy Services, Inc.
 Kindred Pharmacy
Services Mountain View
 145 East Dana Street, Suite B
 Mountain
View, CA 94041

		
	 Kindred Nursing Centers West, LLC
 Golden Gate Healthcare
Center
 2707 Pine Street
 San Francisco, CA 94115
	  	 Kindred Pharmacy Services, Inc.
 Kindred Pharmacy
Services Mountain View
 145 East Dana Street, Suite B
 Mountain
View, CA 94041




	[*]	CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.












			
		
	 Kindred Nursing Centers West, LLC
 Hacienda Care
Center
 76 Fenton Street
 Livermore, CA 94550
	  	 Kindred Pharmacy Services, Inc.
 Kindred Pharmacy
Services Mountain View
 145 East Dana Street, Suite B
 Mountain
View, CA 94041

		
	 Kindred Nursing Centers West, LLC
 Lawton Healthcare
Center
 1575 7th Avenue
 San Francisco, CA 94122
	  	 Kindred Pharmacy Services, Inc.
 Kindred Pharmacy
Services Mountain View
 145 East Dana Street, Suite B
 Mountain
View, CA 94041

		
	 Kindred Nursing Centers West, LLC
 Magnolia Gardens Care
Center
 1609 Trousdale Drive
 Burlingame, CA
94010
	  	 Kindred Pharmacy Services, Inc.
 Kindred Pharmacy
Services Mountain View
 145 East Dana Street, Suite B
 Mountain
View, CA 94041

		
	 Hillhaven-MSC Partnership
 Nineteenth Avenue Healthcare
Center
 2043 19th Avenue
 San Francisco, CA 94116
	  	 Kindred Pharmacy Services, Inc.
 Kindred Pharmacy
Services Mountain View
 145 East Dana Street, Suite B
 Mountain
View, CA 94041

		
	 Kindred Nursing Centers West, LLC
 Nob Hill Healthcare
Center
 1359 Pine Street
 San Francisco, CA 94109
	  	 Kindred Pharmacy Services, Inc.
 Kindred Pharmacy
Services Mountain View
 145 East Dana Street, Suite B
 Mountain
View, CA 94041

		
	 Kindred Nursing Centers West, LLC
 Santa Cruz Healthcare
Center
 1115 Capitola Road
 Santa Cruz, CA 95062
	  	 Kindred Pharmacy Services, Inc.
 Kindred Pharmacy
Services Mountain View
 145 East Dana Street, Suite B
 Mountain
View, CA 94041

		
	 Kindred Nursing Centers West, LLC
 Victorian Healthcare
Center
 2121 Pine Street
 San Francisco, CA 94115
	  	 Kindred Pharmacy Services, Inc.
 Kindred Pharmacy
Services Mountain View
 145 East Dana Street, Suite B
 Mountain
View, CA 94041

		
	 Kindred Nursing Centers West, LLC
 Valley Gardens Health
Care and Rehabilitation Center
 1517 E. Knickerbocker Drive
 Stockton, CA 95210
	  	 Advanced Infusion Systems, Inc.
 Kindred Pharmacy
Services Sacramento
 1214 North Market Blvd., Suite C
 Sacramento, CA 95834

		
	 Kindred Nursing Centers West, LLC
 Maywood Acres
Healthcare
 2641 South C Street
 Oxnard, CA 93033
	  	 Kindred Pharmacy Services, Inc.
 Kindred Pharmacy
Services Santa Barbara
 2265 Las Positas Road
 Santa Barbara, CA
93105

		
	 Kindred Nursing Centers West, LLC
 Woodside Nursing
Center
 1425 Woodside Drive
 San Luis Obispo, CA
93401
	  	 Kindred Pharmacy Services, Inc.
 Kindred Pharmacy
Services Santa Barbara
 2265 Las Positas Road
 Santa Barbara, CA
93105











 IN WITNESS WHEREOF, the parties hereto have executed this Amendment effective as of the day and year above written.

  

									
	Kindred Healthcare Operating, Inc.	 		 	THC – Chicago, Inc
					
	By:	 	/s/ Lane Bowen	 		 	By:	 	/s/ Mark. A. McCullough
	Name:	 	Lane Bowen	 		 	Name:	 	Mark A. McCullough
	Title:	 	President of Health Services Division	 		 	Title:	 	President, Kindred Pharmacy Services
			
	Kindred Hospitals East, L.L.C.	 		 	Kindred Pharmacy Services, Inc.
					
	By:	 	/s/ Mark. A. McCullough	 		 	By:	 	/s/ Mark. A. McCullough
	Name:	 	Mark A. McCullough	 		 	Name:	 	Mark A. McCullough
	Title:	 	President, Kindred Pharmacy Services	 		 	Title:	 	President, Kindred Pharmacy Services
			
	Kindred Hospitals West, L.L.C.	 		 	KPS East, Inc.
					
	By:	 	/s/ Mark. A. McCullough	 		 	By:	 	/s/ Mark. A. McCullough
	Name:	 	Mark A. McCullough	 		 	Name:	 	Mark A. McCullough
	Title:	 	President, Kindred Pharmacy Services	 		 	Title:	 	President, Kindred Pharmacy Services
			
	Kindred Hospitals Limited Partnership	 		 	
					
	By:	 	/s/ Mark. A. McCullough	 		 		 	
	Name:	 	Mark A. McCullough	 		 		 	
	Title:	 	President, Kindred Pharmacy Services	 		 		 	
			
	THC – Seattle, Inc.	 		 	
					
	By:	 	/s/ Mark. A. McCullough	 		 		 	
	Name:	 	Mark A. McCullough	 		 		 	
	Title:	 	President, Kindred Pharmacy Services	 		 		 	










 EXHIBIT C 
 Form of Facility Pharmacy Agreement 
 See attached. 









 FIRST AMENDMENT TO 
 MASTER PHARMACY PROVIDER AGREEMENT 
 THIS FIRST AMENDMENT to the
Master Pharmacy Provider Agreement dated as of July 1, 2004 (“the Agreement”) (the “First Amendment”) is made and entered into by and among the parties Kindred Healthcare Operating, Inc., a Delaware corporation,
(“Kindred”) and KPS East, Inc. a Delaware corporation and successor in interest to Kindred Hospitals East, L.L.C., KPS Great Falls, Inc., successor in interest to Kindred Hospitals West, L.L.C., KPS Mountain, Inc., successor in interest to
Kindred Hospitals West, L.L.C., Kindred Healthcare Pharmacy, LLC, successor in interest to Kindred Hospitals Limited Partnership, a Delaware limited partnership, KPS Seattle, Inc., a Delaware corporation and successor in interest to THC –
Seattle, Inc., a Washington corporation, KPS Wisconsin, Inc., successor in interest to THC – Chicago, Inc., and Kindred Pharmacy Services, Inc., (each of which is hereinafter sometimes referred to each as a “KPS Person”, and
collectively as “KPS”). 
 RECITALS: 
 WHEREAS, the parties wish to memorialize that Kindred, which through various Kindred Persons operates the Kindred Facilities, and KPS agreed to * the Facility Charges as set forth on Exhibit B to the Agreement without
invoking the * process provided to adjust the Facility Charges to * in Section * of the Agreement; and 
 WHEREAS, Kindred and KPS desire to
amend the Agreement to add or make the changes addressed below; 
 NOW, THEREFORE, in consideration of the mutual agreements and promises
hereinafter set forth, the sufficiency and adequacy of which are hereby acknowledged, the parties agree as follows: 
 1. Exhibit A to the
Agreement is superceded and replaced by Exhibit A-1 attached hereto. 
 2. Section 3.a. “Facility Charges-Pricing” is amended
to * the * and to provide that the * shall be applied * to the Infusion Medications listed on Exhibit B and any replacements therefor. 
 3.
Kindred hereby relinquishes and irrevocably waives any right under Section 3.b. of the Agreement to put a * to KPS prior to*. 
 4.
Exhibit B to the Agreement is superceded and replaced by Exhibits B-1 and B-2 attached hereto. 
 5. All capitalized terms used in this First
Amendment shall have the meanings defined in and used in the Agreement. 
 6. In all other respects, the terms and provisions of the
Agreement are reaffirmed and shall remain in full force and effect. 


	[*]	CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.











 IN WITNESS WHEREOF, the parties have executed this First Amendment to the Master Pharmacy Provider
Agreement. 
  

									
	Kindred Healthcare Operating, Inc.	 		 	
					
	By:	 	/s/ Lane M. Bowen	 		 		 	
	Name:	 	Lane M. Bowen	 		 		 	
	Title:	 	President of Health Services Division	 		 		 	
			
	 KPS East, Inc.,
 Successor in interest to
Kindred Hospitals East, L.L.C.
	 		 	
					
	By:	 	/s/ Mark. A. McCullough	 		 		 	
	Name:	 	Mark A. McCullough	 		 		 	
	Title:	 	President, Kindred Pharmacy Services	 		 		 	
			
	 KPS Great Falls, Inc.,
 Successor in interest
to Kindred Hospitals West, L.L.C.
	 		 	
					
	By:	 	/s/ Mark. A. McCullough	 		 		 	
	Name:	 	Mark A. McCullough	 		 		 	
	Title:	 	President, Kindred Pharmacy Services	 		 		 	
			
	 KPS Mountain, Inc.,
 Successor in interest to
Kindred Hospitals West, L.L.C.
	 		 	
					
	By:	 	/s/ Mark. A. McCullough	 		 		 	
	Name:	 	Mark A. McCullough	 		 		 	
	Title:	 	President, Kindred Pharmacy Services	 		 		 	
			
	 Kindred Healthcare Pharmacy, LLC,
 Successor
in interest to Kindred Hospitals Limited Partnership
	 		 	
					
	By:	 	/s/ Mark. A. McCullough	 		 		 	
	Name:	 	Mark A. McCullough	 		 		 	
	Title:	 	President, Kindred Pharmacy Services	 		 		 	











									
	 KPS Seattle, Inc.,
 Successor in interest to
THC – Seattle, Inc.
	 		 	
					
	By:	 	/s/ Mark. A. McCullough	 		 		 	
	Name:	 	Mark A. McCullough	 		 		 	
	Title:	 	President, Kindred Pharmacy Services	 		 		 	
			
	 KPS Wisconsin, Inc.,
 Successor in interest
to THC – Chicago, Inc.
	 		 	
					
	By:	 	/s/ Mark. A. McCullough	 		 		 	
	Name:	 	Mark A. McCullough	 		 		 	
	Title:	 	President, Kindred Pharmacy Services	 		 		 	
			
	Kindred Pharmacy Services, Inc.	 		 	
					
	By:	 	/s/ Mark. A. McCullough	 		 		 	
	Name:	 	Mark A. McCullough	 		 		 	
	Title:	 	President, Kindred Pharmacy Services