Amendment No. 1 to the Second Amended and Restated Credit Agreement



 Exhibit 10.1 

AMENDMENT NO. 1 

AMENDMENT NO. 1 (this “Amendment”) dated as of September 23, 2010, to the Second Amended and Restated Credit
Agreement dated as of July 18, 2007 (the “Credit Agreement”) among KINDRED HEALTHCARE, INC. (the “Borrower”), the LENDERS party thereto, and JPMORGAN CHASE BANK, N.A., as Administrative Agent and Collateral
Agent. 
 Section 1. Defined Terms; References. Unless otherwise specifically defined herein, each term used
herein which is defined in the Credit Agreement has the meaning assigned to such term in the Credit Agreement. Each reference to “hereof”, “hereunder”, “herein” and “hereby” and each other similar reference
and each reference to “this Agreement” and each other similar reference contained in the Credit Agreement shall, after this Amendment becomes effective, refer to the Credit Agreement as amended hereby. 

Section 2. Limitations on Acquisitions and Investments. Section 7.08(b)(ii) of the Credit Agreement is hereby amended
by replacing the reference to “$500,000,000” therein with a reference to “$750,000,000”. 
 Section
3. Representations Correct; No Default. The Borrower represents and warrants that (a) the representations and warranties contained in the Financing Documents are true as though made on and as of the date hereof and will be true on
and as of the Amendment Effective Date (as defined below) as though made on and as of such date; provided that those representations and warranties that speak only of a specific date shall only speak as of such date and (b) no Default
has occurred and is continuing on the date hereof and no Default will occur or be continuing on the Amendment Effective Date. 

Section 4. Counterparts. This Amendment may be signed in any number of counterparts, each of which shall be an original,
with the same effect as if the signatures thereto and hereto were upon the same instrument. 
 Section 5.
Effectiveness. This Amendment shall become effective as of the date hereof on the date (the “Amendment Effective Date”) when the following conditions have been satisfied: (a) the Administrative Agent shall have received
duly executed counterparts hereof signed by the Borrower and the Required Lenders (or, in the case of any Lender as to which an executed counterpart shall not have been received, the Administrative Agent shall have received facsimile or other
written confirmation from such party of execution of a counterpart hereof by such Lender) and (b) the Borrower shall have paid the Administrative Agent, in immediately available funds for the account of each Lender that has evidenced its
agreement hereto as provided in clause (a) by 3:00 P.M. (New York City time) on September 22, 2010 (or such later deadline, if any, as may be agreed to by the Borrower and indicated by the Administrative Agent to the Lenders for receipt of
signatures), a non-refundable amendment fee in an amount equal to 0.15% of such Lender’s Commitment whether used or unused (as in effect on the Amendment Effective Date). 

 

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 Section 6. Limited Effect. Except as expressly set forth herein, the
amendments contained herein shall not constitute a waiver or amendment of any term or condition of the Credit Agreement or any other Financing Document, and all such terms and conditions shall remain in full force and effect and are hereby ratified
and confirmed in all respects. 
 Section 7. Governing Law. THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK. 
  

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 IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by
their respective authorized officers as of the day and year first above written. 
  

			
	KINDRED HEALTHCARE, INC., as Borrower
		
	By:	 	 /s/ Donald Hank Robinson

		 	Name: Donald Hank Robinson
		 	Title: Sr. VP, Tax and Treasurer


  

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	 JPMORGAN CHASE BANK, N.A.,
as Administrative Agent, Collateral Agent and as a Lender

		
	By:	 	 /s/ Dawn L. LeeLum

		 	Name: Dawn L. LeeLum
		 	Title: Executive Director


  

 [SIGNATURE PAGE TO AMENDMENT NO. 1] 









			
	Allied Irish Banks, p.l.c.
		
	By:	 	 /s/ Brent Phillips

		 	Name: Brent Phillips
		 	Title: Vice President
	
	If a second signature is required:
		
	By:	 	 /s/ Martin Chin

		 	Name: Martin Chin
		 	Title:


  

 [SIGNATURE PAGE TO AMENDMENT NO. 1] 









			
	Branch Banking and Trust Company
		
	By:	 	 /s/ Jennafer M. Adkins

		 	Name: Jennafer M. Adkins
		 	Title: Banking Officer
	
	If a second signature is required:
		
	By:	 	  

		 	Name:
		 	Title:


  

 [SIGNATURE PAGE TO AMENDMENT NO. 1] 









			
	Capital One Leverage Finance Corp.
		
	By:	 	 /s/ Thomas F. Furst

		 	Name: Thomas F. Furst
		 	Title: Vice President
	
	If a second signature is required:
		
	By:	 	  

		 	Name:
		 	Title:


  

 [SIGNATURE PAGE TO AMENDMENT NO. 1] 









			
	 CIT MIDDLE MARKET FUNDING
COMPANY, LLC, as Lender

		
	By:	 	 /s/ Kathleen A. Beck

		 	Name: Kathleen A. Beck
		 	Title: Vice President-Treasury


  

 [SIGNATURE PAGE TO AMENDMENT NO. 1] 









			
	CITIBANK, N.A.
		
	By:	 	 /s/ Shane V. Azzera

		 	Name: Shane V. Azzera
		 	Title: Director


  

 [SIGNATURE PAGE TO AMENDMENT NO. 1] 









			
	FIFTH THIRD BANK
		
	By:	 	 /s/ Barbara Tully

		 	Name: Barbara Tully
		 	Title: Vice President
	
	If a second signature is required:
		
	By:	 	  

		 	Name:
		 	Title:


  

 [SIGNATURE PAGE TO AMENDMENT NO. 1] 









			
	GENERAL ELECTRIC CAPITAL CORPORATION
		
	By:	 	 /s/ Dennis W. Cloud

		 	Name: Dennis W. Cloud
		 	Title: Duly Authorized Signatory


  

 [SIGNATURE PAGE TO AMENDMENT NO. 1] 








  

			
	GE BUSINESS FINANCIAL SERVICES INC.
		
	By:	 	 /s/ Dennis W. Cloud

		 	Name: Dennis W. Cloud
		 	Title: Duly Authorized Signatory


  

 [SIGNATURE PAGE TO AMENDMENT NO. 1] 









			
	 PNC BANK NATIONAL ASSOCIATION

    as a Lender

		
	By:	 	 /s/ Patricia S. Robertson

		 	Name: Patricia S. Robertson
		 	Title: Vice President
	
	If a second signature is required:
		
	By:	 	  

		 	Name:
		 	Title:


  

 [SIGNATURE PAGE TO AMENDMENT NO. 1] 









			
	UBS AG, Stamford Branch, as a Lender
		
	By:	 	 /s/ Irja R. Otsa

		 	Name: Irja R. Otsa
		 	Title: Associate Director
	
	If a second signature is required:
		
	By:	 	 /s/ Mary E. Evans

		 	Name: Mary E. Evans
		 	Title: Associate Director


  

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	U.S. Bank National Association
		
	By:	 	 /s/ Joseph C. Hensley

		 	Name: Joseph C. Hensley
		 	Title: Vice President


  

 [SIGNATURE PAGE TO AMENDMENT NO. 1] 









			
	WELLS FARGO CAPITAL FINANCE, INC.
		
	By:	 	 /s/ Geoffry Anfuso

		 	Name: Geoffry Anfuso
		 	Title: Senior Vice President
	
	If a second signature is required:
		
	By:	 	  

		 	Name:
		 	Title:


  

 [SIGNATURE PAGE TO AMENDMENT NO. 1]