EXHIBIT 10.1
AMENDMENT NO. 1 TO THE ABL CREDIT AGREEMENT
AMENDMENT NO. 1 TO THE ABL CREDIT AGREEMENT dated as of October 4, 2012 (this
"Amendment"), by and among KINDRED HEALTHCARE, INC., a Delaware corporation (the
"Borrower"), JPMORGAN CHASE BANK, N.A., as Administrative Agent and Collateral
Agent (the "Administrative Agent") under the Credit Agreement (as defined
below), each INCREMENTAL LENDER (as defined below), each of the other LENDERS
party hereto and each of the other CREDIT PARTIES party hereto.
WHEREAS, reference is hereby made to the ABL Credit Agreement dated as of
June 1, 2011 (as amended, amended and restated, supplemented or otherwise
modified from time to time in accordance with the terms thereof, the "Credit
Agreement"), among the Borrower, the Administrative Agent, the other agents,
arrangers and bookrunners party thereto and each Lender from time to time party
thereto;
WHEREAS, pursuant to Section 2.20 of the Credit Agreement, the Borrower may
obtain Incremental Commitments by, among other things, entering into an
Amendment in accordance with the terms and conditions of the Credit Agreement;
WHEREAS, the Borrower has notified the Administrative Agent that it is
requesting an increase in Commitments in the amount set forth on Schedule A
hereto (the "Incremental Commitments") pursuant to Section 2.20(a) of the Credit
Agreement;
WHEREAS, the Persons party to this Amendment as lenders with respect to the
Incremental Commitments set forth on Schedule A hereto (such Persons and any
permitted assignees thereof, the "Incremental Lenders") have indicated their
willingness to provide such Incremental Commitments on the terms and subject to
the conditions herein; and
WHEREAS, the parties hereto have indicated their willingness to amend certain
other terms of the Credit Agreement as set forth herein.
NOW, THEREFORE, in consideration of the premises and agreements, provisions and
covenants herein contained, the parties hereto agree as follows:
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. This amendment is a "Financing
Document" as defined under the Credit Agreement.
Section 2. Amendments to Section 1.01. The following defined terms shall be
added to Section 1.01 of the Credit Agreement:
(a) "Eligible Private Payor Account" means any Account that is not an Eligible
Account solely because it is payable by a Private Payor.
Section 3. Amendments to Section 1.01. The following terms in Section 1.01 of
the Credit Agreement shall be amended as follows:
(a) Clause (b) of the definition of "Borrowing Base" shall be replaced in its
entirety with the phrase "85% multiplied by the book value of (i) the Eligible
Aged Accounts and (ii) the Eligible Private Payor Accounts, less".
(b) The first proviso in the definition of "Borrowing