Form 8-K

Kindred Healthcare, LLC (successor in interest to Kindred Healthcare, Inc.)

July 2, 2018

/s/ Joseph L. Landenwich

Joseph L. Landenwich

General Counsel and Corporate Secretary

0001193125-18-211443.txt : 20180702 0001193125-18-211443.hdr.sgml : 20180702 20180702163502 ACCESSION NUMBER: 0001193125-18-211443 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20180702 ITEM INFORMATION: Termination of a Material Definitive Agreement ITEM INFORMATION: Completion of Acquisition or Disposition of Assets ITEM INFORMATION: Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing ITEM INFORMATION: Material Modifications to Rights of Security Holders ITEM INFORMATION: Changes in Control of Registrant ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20180702 DATE AS OF CHANGE: 20180702 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KINDRED HEALTHCARE, INC CENTRAL INDEX KEY: 0001060009 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-NURSING & PERSONAL CARE FACILITIES [8050] IRS NUMBER: 611323993 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-14057 FILM NUMBER: 18933197 BUSINESS ADDRESS: STREET 1: 680 SOUTH FOURTH STREET CITY: LOUISVILLE STATE: KY ZIP: 40202 BUSINESS PHONE: 5025967300 MAIL ADDRESS: STREET 1: 680 SOUTH FOURTH STREET CITY: LOUISVILLE STATE: KY ZIP: 40202 FORMER COMPANY: FORMER CONFORMED NAME: KINDRED HEALTHCARE INC DATE OF NAME CHANGE: 20010731 FORMER COMPANY: FORMER CONFORMED NAME: VENCOR INC /NEW/ DATE OF NAME CHANGE: 19991124 FORMER COMPANY: FORMER CONFORMED NAME: VENCOR HEALTHCARE INC /DE/ DATE OF NAME CHANGE: 19991124 8-K 1 d680101d8k.htm FORM 8-K Form 8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 2, 2018

KINDRED HEALTHCARE, LLC

(successor in interest to Kindred Healthcare, Inc.)

(Exact name of registrant as specified in its charter)

Delaware

001-14057

61-1323993

(State or other jurisdiction of

incorporation or organization)

(Commission

File Number)

(IRS Employer

Identification No.)

680 South Fourth Street

Louisville, Kentucky

(Address of principal executive offices)

40202

(Zip Code)

Registrant’s telephone number, including area code: (502) 596-7300

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation to the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

INTRODUCTORY NOTE

As previously disclosed, on December 19, 2017, Kindred Healthcare, Inc. (“Kindred” or the “Company”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Kentucky Hospital Holdings, LLC (“HospitalCo Parent”), Kentucky Homecare Holdings, Inc. (“Parent”) and Kentucky Homecare Merger Sub, Inc. (“Merger Sub”). Pursuant to the terms of the previously announced Merger Agreement, on July 2, 2018, Merger Sub merged with and into Kindred (the “Merger”), with Kindred continuing as the surviving company in the Merger (the “Surviving Entity”).

Item 1.02.

Termination of a Material Definitive Agreement.

On July 2, 2018, in connection with the Merger, the Company repaid in full the outstanding amounts under the Sixth Amended and Restated Term Loan Credit Agreement dated as of March 14, 2017, among the Company, as borrower, the lenders from time to time party thereto, JPMorgan Chase Bank, N.A., as administrative agent and collateral agent, and the other parties thereto (as amended, restated, supplemented or otherwise modified from time to time, the “Term Loan Credit Agreement”) and terminated the Term Loan Credit Agreement. No early termination penalties or prepayment premium were incurred by the Company in connection with the termination of the Term Loan Credit Agreement.

On July 2, 2018, in connection with the Merger, the Company repaid in full the outstanding amounts under the Fourth Amended and Restated ABL Credit Agreement dated as of June 14, 2016, and as amended September 27, 2017, among the Company, as borrower, the lenders from time to time party thereto, JPMorgan Chase Bank, N.A., as administrative agent and collateral agent, and the other parties thereto (as amended, restated, supplemented or otherwise modified from time to time, the “ABL Credit Agreement”) and terminated the ABL Credit Agreement. No early termination penalties or prepayment premium were incurred by the Company in connection with the termination of the ABL Credit Agreement.

In addition, on July 2, 2018 and in connection with the Merger, the Company, repaid in full (i) its outstanding $750,000,000 in aggregate principal amount of 8.00% Senior Notes due 2020 (the “2020 Notes”) issued under that certain indenture, dated December 18, 2014, among the Company, the Guarantors party thereto and Wells Fargo Bank, National Association, as trustee, as supplemented from time to time (the “2020 Indenture”) governing the 2020 Notes, (ii) its outstanding $500,000,000 in aggregate principal amount of 6.375% Senior Notes due 2022 (the “2022 Notes”) issued under that certain indenture, dated April 9, 2014, among the Company, the Guarantors party thereto and Wells Fargo Bank, National Association, as trustee, as supplemented from time to time (the “2022 Indenture”) governing the 2022 Notes, and (iii) its outstanding $600,000,000 in aggregate principal amount of 8.75% Senior Notes due 2023 (the “2023 Notes”) issued under that certain indenture, dated December 18, 2014, among the Company, the Guarantors party thereto and Wells Fargo Bank, National Association, as trustee, as supplemented from time to time (the “2023 Indenture”) governing the 2023 Notes.

Item 2.01.

Completion of Acquisition or Disposition of Assets.

On July 2, 2018, pursuant to the terms of the Merger Agreement, Merger Sub merged with and into the Company with the Company continuing as the surviving company in the Merger.

At the effective time of the Merger, each share of common stock, par value $0.25 per share, of Kindred (“Kindred Common Stock”) issued and outstanding immediately prior to the effective time of the Merger (other than shares held by Parent, HospitalCo Parent, Merger Sub or Kindred or their respective wholly-owned subsidiaries (which were cancelled) and shares that were owned by stockholders who properly exercised and perfected a demand for appraisal rights under Delaware law), were cancelled and converted into the right to receive $9.00 per share in cash, without interest and subject to any applicable withholding taxes (the “Merger Consideration”). As of the effective time of the Merger, each outstanding option to purchase Kindred Common Stock (a “Kindred Option”), whether or not then vested or exercisable, was cancelled and converted into the right to receive an amount in cash equal to the excess, if any, of the Merger Consideration over the exercise price of such option, subject to any applicable withholding taxes. Each outstanding Kindred Option that had an exercise price that was equal to or greater than the Merger Consideration was cancelled without consideration.

At the effective time of the Merger, each outstanding and unvested stock award on Kindred Common Stock (“Kindred Stock Award”), other than those unvested awards held by certain agreed-upon members of management (“Listed Persons”), were cancelled and converted into the right to receive an amount in cash equal to the product of (i) the aggregate number of shares of Kindred Common Stock in respect of such Kindred Stock Award multiplied by (ii) the Merger Consideration, subject to any applicable withholding taxes. For purposes of this cancellation and conversion of unvested Kindred Stock Awards, each such Kindred Stock Award subject to performance-vesting conditions was deemed earned at the target performance level. The aggregate amount of Merger Consideration paid to holders of Kindred Common Stock, Kindred Options and Kindred Stock Awards was approximately $737.2 million in cash less any applicable withholding taxes.

In addition, at the effective time of the Merger, each outstanding and unvested Kindred Stock Award held by Listed Persons was converted into a replacement cash award for an amount equal to the product of (x) the Merger Consideration and (y) the number of shares of Kindred Common Stock to which such Kindred Stock Award relates (as determined in accordance herewith) (“Replacement Cash Award”). Each Replacement Cash Award is subject to the same terms and conditions applicable to the Kindred Stock Award immediately prior to the effective time of the Merger (including payment on the originally scheduled vesting date of such award), except that (i) any performance-based conditions to which such Kindred Stock Award was subject was deemed earned at the target performance level and (ii) if such Listed Person’s employment is terminated by the Company, HospitalCo Parent, Parent or their respective affiliates, as applicable, without “cause” or by such Listed Person for “good reason” during the service-vesting period applicable to such Listed Person’s Replacement Cash Award, such Replacement Cash Award shall vest and become payable in full, subject to any applicable withholding taxes, as of the date of such termination.

Promptly following the effective time of the Merger, the Surviving Entity was converted into a Delaware limited liability company and the name of the Surviving Entity was changed to Kindred Healthcare, LLC. Subsequently, Kindred Healthcare, LLC separated its Homecare Business (as defined in the Separation Agreement) from its other businesses and distributed such Homecare Business to Parent pursuant to the terms of the previously announced Separation Agreement (the “Separation Agreement”) entered into by Kindred, Parent, HospitalCo Parent, and Kentucky Hospital Merger Sub, Inc. (“Hospital Merger Sub”) concurrently with the execution and delivery of the Merger Agreement. Pursuant to the terms of the Separation Agreement, Hospital Merger Sub then merged with and into Kindred Healthcare, LLC (the “Hospital Merger”), with Kindred Healthcare, LLC continuing as the surviving company in the Merger as an indirectly wholly-owned subsidiary of HospitalCo Parent, which is controlled by affiliates of each of TPG Global, LLC (“TPG”) and Welsh, Carson, Anderson & Stowe XII, L.P. (“WCAS” and, together TPG, the “Sponsors”). HospitalCo Parent funded the Hospital Merger through initial borrowings under its senior secured credit facilities with JPMorgan Chase Bank, N.A., as administrative agent, and the proceeds of equity investments by the Sponsors.

The Separation Agreement relates to, among other things (i) certain restructuring transactions that took place with respect to Kindred and its subsidiaries, (ii) procedures concerning the transfer of certain assets and employees used or employed in the respective businesses of Kindred and (iii) the allocation of costs and expenses related to the separation of the Surviving Entity from the Homecare Business (as defined in the Separation Agreement).

The foregoing descriptions of the Merger Agreement and Separation Agreement do not purport to be complete and are qualified in their entirety by the full text of such agreements, which were included as Exhibit 2.1 and Exhibit 10.1, respectively to Kindred’s Current Reports on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on December 21, 2017 and which are incorporated herein by reference.

Item 3.01.

Notice of Delisting or Failure to Satisfy a Continuing Listing Rule or Standard; Transfer of Listing.

In connection with the closing of the Merger, Kindred notified the New York Stock Exchange (the “NYSE”) on July 2, 2018 that, at the effective time of the Merger, each share of Kindred Common Stock issued and outstanding immediately prior to such time, other than shares of Kindred Common Stock owned by other than shares held by Parent, HospitalCo Parent, Merger Sub or Kindred or their respective wholly-owned subsidiaries (which were cancelled) and shares that were owned by stockholders who properly exercised and perfected a demand for appraisal rights under Delaware law, was automatically cancelled and converted into the right to receive the Merger Consideration. On July 2, 2018, Kindred requested the NYSE to promptly file with the SEC a Notification

of Removal from Listing and/or Registration under Section 12(b) of the Securities Exchange Act of 1934 (as amended, the “Exchange Act”) on Form 25 to delist the shares of Kindred Common Stock. Upon effectiveness of such Form 25, Kindred intends to file with the SEC a certification on Form 15 under the Exchange Act requesting that the shares of Kindred Common Stock be deregistered and that Kindred’s reporting obligations under Sections 13 and 15(d) of the Exchange Act be suspended.

Item 3.03.

Material Modification to Rights of Security Holders.

As a result of the Merger, each share of Kindred Common Stock that was issued and outstanding immediately prior to the Effective Time (other than (i) shares owned by Parent, HospitalCo Parent, Merger Sub or Kindred or their respective wholly-owned subsidiaries (which were cancelled), or (ii) shares that were owned by stockholders who properly exercised and perfected a demand for appraisal rights under Delaware law) was converted into the right to receive the Merger Consideration at the Effective Time. The information contained in Items 2.01, 3.01 and 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.

Item 5.01.

Change in Control of Registrant.

At the effective time of the Merger, Merger Sub merged with and into Kindred, with Kindred continuing as the surviving company as a wholly-owned subsidiary of Parent. As a result, a change of control of the Company occurred. Parent, which is owned by the Sponsors and Humana Inc. (“Humana” and, together with the Sponsors, the “Consortium”), funded the Merger Consideration with the proceeds of initial borrowings under its senior secured credit facilities with JPMorgan Chase Bank, N.A., as administrative agent and the proceeds of equity investments by the Consortium members. The information contained in the Introductory Note and Items 2.01 and 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 5.01.

Item 5.02.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

At the effective time of the Merger, pursuant to the terms of the Merger Agreement, Phyllis R. Yale, Joel Ackerman, Jonathan D. Blum, Benjamin A. Breier, Paul J. Diaz, Heyward R. Donigan, Richard Goodman, Christopher T. Hjelm, Fred J. Kleisner, Sharad Mansukani, M.D., and Lynn Simon, M.D. ceased serving as the directors of Kindred and Michael LaGatta and Ken Murphy became directors of the Surviving Entity. Following the conversion of the Surviving Entity into a Delaware limited liability company, on July 2, 2018, James T. Flowers, Joel W. Day and Joseph L. Landenwhich were appointed managers of Kindred Healthcare, LLC and Michael LaGatta and Ken Murphy ceased serving as directors of the Surviving Entity.

At the effective time of the Merger, pursuant to the terms of the Merger Agreement, the executive officers of Kindred ceased serving in such capacities and Clive Bode (as Vice President and Secretary), Ken Murphy (as Vice President), Michael LaGatta (as Vice President), Joann Harris (as Chief Compliance Officer), Steven A. Willmann (as Treasurer) and Martin Davidson (as Chief Accounting Officer) became officers of the Surviving Entity. Following the conversion of the Surviving Entity into a Delaware limited liability company, on July 2, 2018, Clive Bode, Ken Murphy, Michael LaGatta, Joann Harris, Steven A. Willmann and Martin Davidson ceased serving as officers of the Surviving Entity and Benjamin A. Breier (as President and Chief Executive Officer), John J. Lucchese (as Chief Financial Officer), Stephen R. Cunanan (as Chief Administrative Officer and Chief People Officer) and William M. Altman (as Executive President, Strategy and Chief of Staff) and other individuals became officers of Kindred Healthcare, LLC.

Item 5.03.

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

In connection with the consummation of the Merger, the Company’s certificate of incorporation as in effect immediately prior to the effective time of the Merger became the certificate of incorporation, as amended and restated, of the Surviving Entity. The Amended and Restated Certificate of Incorporation of Kindred Healthcare, Inc. is attached as Exhibit 3.1 hereto and incorporated by reference herein.

Following the Merger, the Surviving Entity converted into a Delaware limited liability company. In connection therewith, the Surviving Entity filed with the Secretary of State of the State of Delaware on July 2, 2018 a certificate of conversion and certificate of formation and its member, Kentucky Homecare Intermediate, Inc., entered into a limited liability company agreement (the “Initial Limited Liability Company Agreement”) and the name of the Surviving Entity was changed to Kindred Healthcare, LLC. Following the Hospital Merger, Kentucky

Homecare Intermediate, Inc., as withdrawing member of Kindred Healthcare, LLC, the surviving company in the Hospital Merger, and Kentucky Hospital Intermediate LLC, as new sole member of Kindred Healthcare, LLC, entered into an amended and restated limited liability company agreement (the “Amended and Restated Limited Liability Company Agreement”).

The Certificate of Formation of Kindred Healthcare, LLC, the Initial Limited Liability Company Agreement and the Amended and Restated Limited Liability Agreement are filed as exhibits 3.2, 3.3 and 3.4 respectively, and are incorporated by reference herein.

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits


Exhibit		Description

2.1		Agreement and Plan of Merger, dated as of December 19, 2017, among Kindred Healthcare, Inc., Kentucky Hospital Holdings, LLC, Kentucky Homecare Holdings, Inc. and Kentucky Homecare Merger Sub, Inc.* (incorporated by reference to Exhibit 2.1 of our Current Report on Form 8-K filed with the SEC on December 21, 2017).

3.1		Amended and Restated Certificate of Incorporation of Kindred Healthcare, Inc. (**)

3.2		Certificate of Formation of Kindred Healthcare, LLC. (**)

3.3		Initial Limited Liability Company Agreement of Kindred Healthcare, LLC. (**)

3.4		Amended and Restated Limited Liability Company Agreement of Kindred Healthcare, LLC. (**)

10.1		Separation Agreement, dated as of December 19, 2017, among Kindred Healthcare, Inc., Kentucky Hospital Holdings, LLC, Kentucky Homecare Holdings, Inc. and Kentucky Hospital Merger Sub, Inc. (incorporated by reference to Exhibit 10.1 of our Current Report on Form 8-K filed with the SEC on December 21, 2017).

*	Schedules to this agreement have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The Company will furnish supplementally to the SEC upon request a copy of any omitted exhibit or schedule.

**	Filed herewith.

***********

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

EX-3.1 2 d680101dex31.htm EX-3.1 EX-3.1

Exhibit 3.1

AMENDED AND RESTATED

CERTIFICATE OF INCORPORATION

KINDRED HEALTHCARE, INC.

ARTICLE ONE

The name of the Company is Kindred Healthcare, Inc. (the “Company”).

ARTICLE TWO

The registered office of the Company in the State of Delaware is located at Suite 302, 4001 Kennett Pike, Wilmington, County of New Castle, Delaware 19807, and the name of the registered agent whose office address will be the same as the registered office is Maples Fiduciary Services (Delaware) Inc.

ARTICLE THREE

The purpose of the Company is to engage in any lawful act or activity for which a corporation may be organized under the Delaware General Corporation Law (“DGCL”).

ARTICLE FOUR

The total number of shares of capital stock that the Company has authority to issue is 1,000 shares, which will be designated Common Stock, par value $0.01 per share.

ARTICLE FIVE

Unless, and except to the extent that, the Bylaws of the Company (the “Bylaws”) so require, the election of directors need not be by written ballot.

ARTICLE SIX

The board of directors of the Company (the “Board of Directors”) may from time to time adopt, amend or repeal the Bylaws, subject to the power of the stockholders to adopt any Bylaws or to amend or repeal any Bylaws adopted, amended or repealed by the Board of Directors.

ARTICLE SEVEN

(a) The personal liability of the directors of the Company is hereby eliminated to the fullest extent permitted by Section 102(b)(7) of the DGCL, as the same may be amended or supplemented.

(b) The Company shall, to the full extent permitted by Section 145 of the DGCL (or any successor section thereof), as amended from time to time, indemnify all persons whom it may indemnify pursuant thereto. The indemnification and advancement of expenses provided by, or granted pursuant to, this Article SEVEN shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement may be entitled under the Bylaws or any agreement, action of shareholders or disinterested directors or otherwise, both as to action in their official capacity and as to action in another capacity while holding such office of the Company, shall continue as to a person who has ceased to be a director or officer of the Company, and shall inure to the benefit of the heirs, executors and administrator of such a person.

(c) No amendment, modification or repeal of this Article SEVEN shall adversely affect any right or protection of a director or officer of the Company under or pursuant to this Article SEVEN that exists at the time of such amendment, modification or repeal. This Article SEVEN may not be amended, modified or repealed except by the affirmative vote of not less than two-thirds (2/3) of the votes entitled to be cast by the holders of all outstanding shares of Common Stock.

ARTICLE EIGHT

The directors shall have powers without the assent or vote of the stockholders to fix and vary the amount to be reserved for any proper purpose; to authorize and cause to be executed mortgages and liens upon all or any part of the property of the Company; to determine the use and disposition of any surplus or net profits; and to fix the times for the declaration and payment of dividends.

ARTICLE NINE

The directors in their discretion may submit any contract or act for approval or ratification at any annual meeting of the stockholders or at any meeting of the stockholders called for the purpose of considering any such act or contract, and any contract or act that shall be approved or be ratified by the vote of the holders of a majority of the stock of the Company which is represented in person or by proxy at such meeting and entitled to vote thereat (provided that a lawful quorum of stockholders be there represented in person or by proxy) shall be as valid and as binding upon the Company and upon all the stockholders as though it had been approved or ratified by every stockholder of the Company, whether or not the contract or act would otherwise be open to legal attack because of directors’ interest, or for any other reason.

ARTICLE TEN

In addition to the powers and authorities hereinbefore or by statute expressly conferred upon them, the directors are hereby empowered to exercise all such powers and do all such acts and things as may be exercised or done by the Company; subject, nevertheless, to the provisions of the statutes of Delaware, of this certificate, and to any bylaws from time to time made by the stockholders; provided, however, that no bylaws so made shall invalidate any prior act of the directors which would have been valid if such bylaw had not been made.

ARTICLE ELEVEN

Section 203 of the DGCL shall not apply to the Company.

EX-3.2 3 d680101dex32.htm EX-3.2 EX-3.2

Exhibit 3.2

CERTIFICATE OF FORMATION

Kindred Healthcare, LLC

1. The name of the limited liability company is Kindred Healthcare, LLC

2. The address of its registered office in the State of Delaware is: Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, Delaware 19801. The name of its registered agent at such address is The Corporation Trust Company.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation of Kindred Healthcare, LLC this 2nd day of July, 2018.


/s/ Joseph L. Landenwich
Name:		Joseph L. Landenwich
Title:		Authorized Person

EX-3.3 4 d680101dex33.htm EX-3.3 EX-3.3

Exhibit 3.3

EXECUTION VERSION

LIMITED LIABILITY COMPANY

AGREEMENT

KINDRED HEALTHCARE, LLC

This Limited Liability Company Agreement (this “Agreement”) of Kindred Healthcare, LLC, a Delaware limited liability company (the “Company”), is made, entered into and effective as of July 2, 2018 by Kentucky Homecare Intermediate, Inc., a Delaware corporation, as the sole member (the “Member”).

WITNESSETH:

WHEREAS, the Certificate of Incorporation of Kindred Healthcare, Inc., a Delaware corporation (the “Corporation”), was filed with the Secretary of State of the State of Delaware (the “Secretary of State”) on March 27, 1998; and

WHEREAS, on the date of this Agreement, the Corporation filed a Certificate of Conversion with the Secretary of State, together with the Certificate of Formation of the Company, in order to convert the Corporation to the Company pursuant to the provisions of the Section 18-214 of the Delaware Limited Liability Company Act (the “Act”).

NOW, THEREFORE, the Member hereby forms a limited liability company for the purposes and on the terms set forth in this Agreement.

ARTICLE I

ORGANIZATION

1.01 Continuation of the Company. The Member hereby establishes the Company as a limited liability company pursuant to the provisions of this Agreement and the Act. The rights and liabilities of the Member shall be as provided in the Act, except as otherwise expressly provided herein. An authorized person executed and caused to be filed with the Secretary of State of the State of Delaware (the “State Office”) the Certificate of Formation (the “Certificate”) of the Company and the Corporation filed a Certificate of Conversion with the State Office on the date hereof in order to convert the Corporation to a limited liability company pursuant to the Act.

1.02 Office of the Company. The Company shall have its principal office at 680 South Fourth Street, Louisville, Kentucky 40202, or at such place or places inside or outside the State of Delaware as the Board of Managers may designate from time to time.

1.03 Registered Office and Agent. The Company shall have its registered office in the State of Delaware at 1209 Orange Street, Wilmington, New Castle County, Delaware 19801. The name of its registered agent at such address is The Corporation Trust Company.

1.04 Purpose. The Company is formed for the object and purpose of, and the nature of the business to be conducted and promoted by the Company is, engaging in any lawful act or activity for which limited liability companies may be formed under the Act and engaging in any and all activities necessary or incidental to the foregoing. The Company shall have all powers necessary and appropriate for the accomplishment of such purposes that are conferred upon limited liability companies under the Act.

1.05 Term of the Company. The existence of the Company commenced as of the date that the Certificate was filed with the Secretary of State of the State of Delaware and shall continue until dissolution thereof in accordance with the provisions of the Act and this Agreement.

1.06 Members. The name of the Member is as set forth above in the preamble to this Agreement.

1.07 Admission of Additional Members. One or more additional Members of the Company may be admitted to the Company with the consent of the Board of Managers.

ARTICLE II

MANAGEMENT OF THE COMPANY

2.01 Management and Control.

(a) Subject to Section 2.01(e), the Company shall be managed by a “board of managers” (the “Board of Managers”), which shall have the right, power and authority to conduct the business and affairs of the Company (whether for the Company itself or where the Company is acting in its capacity as a direct or indirect member, partner or owner of any other company or partnership) and do all things necessary to carry on the business of the Company, and, subject to Section 2.01(e), is hereby authorized to take any action of any kind and to do anything and everything the Board of Managers deems necessary or appropriate in accordance with the provisions of this Agreement and applicable law.

(b) Subject to Section 2.01(e), the Board of Managers shall have the full and exclusive right, power and authority to act on behalf of the Company (whether the Company is acting in its own behalf or in its capacity as a direct or indirect member, partner or owner of any other company).

duties that are normally associated with that office. The Officers shall serve at the pleasure of the Board of Managers, and the Board of Managers may remove any person as an Officer and/or appoint additional persons as Officers, as the Board of Managers deems necessary or desirable. Any person or entity dealing with the Company may conclusively presume that an Officer specified in such a written delegation of authority who executes a contract, certificate, agreement, instrument or other document on behalf of the Company has the full power and authority to do so and each such document shall, for all purposes, be duly authorized, executed and delivered by the Company upon execution by such Officer.

(d) As of the date hereof, the individuals set forth on Schedule A to this Agreement are hereby appointed to the offices of the Company set forth opposite their names.

(e) Notwithstanding anything to the contrary herein, none of the Company and its Managers and Officers shall take any action, or enter into any arrangement or contract to do any action, that would require the approval of the Board of Managers and/or the members of the Company’s ultimate holding company under the organizational documents of the Company’s ultimate holding company or entity, unless the requisite approval of such Board of Managers or members has been obtained.

2.02 Board of Managers.

(a) The Board of Managers shall consist of one or more managers (each, a “Manager”) as determined by the Member. Initially, the Board of Managers will consist of James T. Flowers, Joel W. Day and Joseph L. Landenwich.

(b) Each Manager shall serve at the pleasure of the Member. The Board of Managers shall at all times only consist of the Managers appointed by the Member.

(c) The Member shall have the power to remove any Manager and/or to appoint a Manager by delivering notice to the Company, which removal or appointment shall become effective immediately upon receipt by the Company of such notice. Vacancies on the Board of Managers shall be filled by the Member. The Managers shall not have the authority to appoint successor Managers.

(d) (i) Special meetings of the Board of Managers may be called by any Manager on at least forty-eight hours’ prior written notice of the time and place of such meeting; provided, however, that such notice requirement shall be deemed waived by any Manager who is present at the commencement of any such special meeting. Regular and special meetings may be held at any place designated from time to time by the Company, including meetings by telephone conference. A majority of Managers shall constitute a quorum for action; provided, however, that any Manager who is absent from a meeting or who abstains from voting with respect to a decision submitted to the Board of Managers shall be deemed to have cast a vote against approval of such matter.

(ii) Actions taken or approved by the Board of Managers will be evidenced by a written resolution prepared within ten (10) business days of a meeting of the Board of Managers and approved in writing by the Managers who were present at such meeting and who adopted such resolutions, it being understood and agreed that until such time as such resolution shall have been so approved in writing the Company shall not take any action with respect to such matter.

(iii) Any action required or permitted to be taken at a meeting of the Board of Managers may be taken without a meeting if a written consent setting forth the action so taken is signed (by either manual or facsimile signature) by all of the Managers. Any such consent may be in one instrument or in several instruments, and shall have the same force and effect as a vote of such Managers. An action so taken shall be deemed to have been taken at a meeting held on the effective date so certified. Copies of all such written consents shall be sent to the Member and filed in the Company’s records.

2.03 Authorized Person. Joseph L. Landenwich shall be an authorized person within the meaning of the Act to file the Certificate, the filing of which is hereby ratified in all respects.

ARTICLE III

CAPITAL CONTRIBUTION; DISTRIBUTIONS

3.01 Initial Capital Contribution; Membership Interests. The Member has contributed all of the capital of the Company (the “Capital Contribution”). The Member shall hold all of the membership interests in the Company (the “Membership Interest”).

3.02 Additional Capital Contributions. The Member shall not be obligated to make any additional contribution to the capital of the Company. If additional Capital Contributions are called for, the Member may make additional Capital Contributions at such times and in such amounts as may be determined by the Member.

3.03 Distributions. Distributions shall be made to the Member at the time and in the aggregate amounts determined by the Board of Managers. Notwithstanding any provisions to the contrary contained in this Agreement, the Company shall not make a distribution to the Member on account of its interest in the Company if such distribution would violate Section 18-607 of the Act or other applicable law. Distributions may be made in cash or in-kind. The Board of Managers may reserve amounts for anticipated expenses or contingent liabilities of the Company

3.04 Calculation of Profits and Losses. The profits and losses of the Company shall be determined for each fiscal year in accordance with U.S. generally accepted accounting principles.

3.05 Allocation of Profits and Losses. The Company’s profits and losses shall be allocated solely to the Member.

ARTICLE IV

DISSOLUTION AND TERMINATION OF THE COMPANY

4.01 Dissolution. The Company shall dissolve, and its affairs shall be wound up upon the first to occur of the following: (a) the written consent of the Board of Managers, (b) approval of the dissolution by the Member, (c) the bankruptcy or dissolution of the Member or the occurrence of any other event which terminates the continued membership of the Member in the Company or (d) the entry of a decree of judicial dissolution under Section 18-802 of the Act.

4.02 Winding Up. Upon dissolution of the Company, the Member shall proceed to wind up the affairs of the Company and distribute its assets.

4.03 Liquidation and Termination. Upon dissolution of the Company, the Member shall pay the liabilities of the Company and make distributions in the following manner and order:

(a) to creditors, including the Member, if it is a creditor to the extent otherwise permitted by law, in satisfaction of liabilities of the Company (whether by payment or by establishment of reserves); and

(b) to the Member.

At such time as the distributions provided for in (i) and (ii) above have been made, the Member shall cause a certificate of cancellation to be filed cancelling the certificate and the Company shall terminate.

ARTICLE V

LIABILITY, EXCULPATION AND INDEMNIFICATION

5.01 Liability. The debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and no Covered Person (as defined below) shall be obligated personally for any such debt, obligation or liability of the Company solely by reason of being a Covered Person. The failure of a limited liability company to observe any formalities or requirements relating to the exercise of its powers or management of its business or affairs under this Agreement or the Act shall not be grounds for imposing personal liability on any Member or Manager for liabilities of the limited liability company.

5.02 Exculpation. To the fullest extent not prohibited by law, no Covered Person shall be liable to the Company or any other Covered Person for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such Covered Person in good faith on behalf of the Company except, with respect to any Covered Person other than a Member, for any such loss, damage or claim as may be attributable to fraud, willful violation of law, willful misconduct or gross negligence on the part of such Covered Person. A Covered Person shall be fully protected in relying in good faith upon the records of the Company and upon such information, opinions, reports or statements presented to the Company by any person as to matters the Covered Person reasonably believes are within such other person’s professional or expert competence and who has been selected with reasonable care by or on behalf of the Company, including information, opinions, reports or statements as to the value and amount of the assets, liabilities, profits, losses or net cash flow or any other facts pertinent to the existence and amount of assets from which distributions to the Member might properly be paid. To the fullest extent not prohibited by law, no Manager shall owe any fiduciary duties to the Company or any other Covered Person and no Manager shall be liable to the Company or any other Covered Person for breach of any fiduciary duty, provided that such disclaimer shall not apply to the extent a Manager’s act or omission was attributable to such Manager’s breach of the implied covenant of good faith, fraud, willful violation of law, willful misconduct or gross negligence.

5.03 Indemnification. To the fullest extent permitted by applicable law, the Company shall indemnify, defend and hold harmless each Covered Person from and against any loss, liability, damages, cost or expense (including legal fees and expenses and any amounts paid in settlement) (each a “Loss” and collectively “Losses”) resulting from a claim, demand, lawsuit, action or proceeding by reason of any act or omission performed or omitted by such Covered Person in good faith on behalf of the Company except, with respect to any Covered Person other than the Member, for any such Loss as is attributable to fraud, willful violation of law, willful misconduct or gross negligence on the part of such Covered Person.

5.04 Advancement of Expenses. To the fullest extent permitted by applicable, law, expenses (including legal fees) incurred by a Covered Person in defending any claim, demand, lawsuit, action or proceeding for which indemnification is sought under this Section shall, from time to time, be advanced by the Company prior to the final disposition of such claim, demand, lawsuit, action or proceeding upon receipt by the Company of an undertaking by or on behalf of the Covered Person to repay such amount if it shall be finally judicially determined that the Covered Person is not entitled to be indemnified as authorized in Section 5.03.

5.05 Covered Person. For purposes of this Article V, “Covered Person” shall mean the Member, any affiliate of the Member, any officer, director, shareholder, partner, member, employee, representative or agent of any of the foregoing, and any Manager, Officer, employee or agent of the Company.

ARTICLE VI

GENERAL PROVISIONS

6.01 Assignments. The Member may transfer or assign in whole or in part its limited liability company interest in the Company with the consent of the Board of Managers. If a Member transfers all or any portion of its interest in the Company pursuant to this Section 6.01, the transferee shall be admitted to the Company as a member (and shall thereafter be a “Member”) upon its execution of an instrument signifying its agreement to be bound by the terms and conditions of this Agreement. Such admission shall be deemed effective immediately prior to the transfer. If a Member transfers all of its interest in the Company, immediately following the admission of the transferee Member, the transferor Member shall cease to be a member of the Company. Upon the consent of the Board of Managers to the assignment, in whole or in part, of a Member’s limited liability company interest in the Company, Schedule A hereto shall be amended accordingly.

6.02 Withdrawal. A Member may at any time withdraw from the Company with the consent of the Board of Managers. If the withdrawal of a Member pursuant to this Section 6.02 would cause there to be no remaining members, an additional member shall be admitted to the Company upon its execution of an instrument signifying its agreement to be bound by the terms and conditions of this Agreement. Such admission shall be deemed effective immediately prior to the withdrawal, and, immediately following such admission, the withdrawing Member shall cease to be a member of the Company. Upon the withdrawal of a Member from the Company, Schedule A shall be amended accordingly.

6.03 Amendments. This Agreement may not be modified, altered, supplemented or amended except pursuant to a written agreement executed and delivered by the Member.

6.04 Entire Agreement. This Agreement constitutes the entire agreement of the Member with respect to the subject matter hereof.

6.05 Notices. All notices or other communications given or made under this Agreement shall be in writing, which may include facsimile or email. Notices or other communications shall be delivered to the Member at c/o TPG VII Management, LLC, 301 Commerce Street, Suite 3300, Fort Worth, TX 76102 or afliss@tpg.com, Attn: Adam Fliss, General Counsel, and to the Company at 680 South Fourth Street, Louisville, Kentucky 40202 or joseph.landenwich@kindred.com, Attn: Joseph L. Landenwich, General Counsel and Corporate Secretary, or at such other addresses as the Member may specify to the Company or the Company may specify to the Member in a written notice pursuant to this Section 6.05.

6.06 GOVERNING LAW; SEVERABILITY OF PROVISIONS. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE WITHOUT REGARD TO ANY CHOICE OF LAW OR CONFLICT OF LAW PROVISION OR RULE (WHETHER OF THE STATE OF DELAWARE OR ANY OTHER JURISDICTION) THAT WOULD CAUSE THE APPLICATION OF THE LAWS OF ANY JURISDICTION OTHER THAN THE STATE OF DELAWARE. IF ANY PROVISION OF THIS AGREEMENT SHALL BE HELD TO BE INVALID, THE REMAINDER OF THIS AGREEMENT SHALL NOT BE AFFECTED THEREBY.

6.07 Limitation on Rights of Others. The provisions of this Agreement, including Section 3.02 and 4.03, are intended solely to benefit the Member (and, with respect to Article V, the Covered Persons) and, to the fullest extent permitted by applicable law, shall not be construed as conferring any benefit upon any creditor of the Company (and no such creditor shall be a third party beneficiary of this Agreement). Furthermore, the Member shall not have any duty or obligation to any creditor of the Company to make any contribution to the Company or to issue any call for capital pursuant to this Agreement. Nothing in this Agreement shall be deemed to create any legal or equitable right, remedy or claim in any person not a party hereto (other than a Covered Person with respect to Article V).

6.08 Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the Member and its successors and assigns.

[Signature page follows]

IN WITNESS WHEREOF, the undersigned Member has executed this Limited Liability Company Agreement as of July 2, 2018.


MEMBER:

KENTUCKY HOMECARE INTERMEDIATE, INC.

/s/ Adam Fliss
Name:		Adam Fliss
Title:		Vice President

SCHEDULE A

OFFICERS


Benjamin A. Breier		President and Chief Executive Officer
John J. Lucchese		Chief Financial Officer
Stephen R. Cunanan		Chief Administrative Officer and Chief People Officer
William M. Altman		Executive Vice President, Strategy and Chief of Staff
Jason Zachariah		President, Kindred Rehabilitation Services
Joseph L. Landenwich		General Counsel and Corporate Secretary
Pete K. Kalmey		President, Hospital Division
Douglas L. Curnutte		Senior Vice President, Corporate Development
Cristina E. O’Brien		Vice President, Real Estate Counsel
Jeffrey P. Stodghill		Vice President and Corporate Counsel
Joseph B. Miller		Senior Vice President and Corporate Counsel
Michael J. Bean		Vice President, Tax
Marc D. Rothman, M.D.		Senior Vice President and Senior Chief Medical Officer
Mark A. Laemmle		Senior Vice President, Corporate Finance
Richard Algood		Senior Vice President, Reimbursement
Tamila Johnson-White		Senior Vice President and Chief Compliance Officer
Charles H. Wardrip		Chief Information Officer
James T. Flowers		Senior Vice President, Corporate Finance and Treasurer
Michael Warrington		Chief Operating Officer, Hospital Division
Sean R. Muldoon, M.D.		Senior Vice President and Chief Medical Officer, Hospital Division
Lorene Perona		Vice President, Chief Clinical Officer, Hospital Division
Sally L. Brooks, M.D.		Vice President, Medical Development
Vonda K. Black		Vice President, Rehabilitation Services, Kindred Rehabilitation Services
Mary D. Van de Kamp		Senior Vice President, Quality, Kindred Rehabilitation Services
Beth Rosenbaum		Senior Vice President and Chief Counsel, Kindred Rehabilitation Services
James Poullard		Vice President, Pharmacy and Laboratory Services
Edward Goddard		Vice President, Labor Relations
John Haralson		Vice President, Construction
C. Michael Grannan		Vice President, Purchasing
Jeffrey M. Jasnoff		Senior Vice President, Human Resources Operations
Hans E. Koehler		Senior Vice President, Liability Claims
Susan E. Moss		Senior Vice President, Marketing and Communications
Andrea R. Romisher		Senior Vice President, Compensation and Benefits
Raymond J. Sierpina Jr.		Senior Vice President, Public Policy and Government Affairs
David R. Windhorst		Vice President, Financial Systems Development
Anne S. Woods		Vice President, Internal Audit
Charles Lebo		Vice President, Chief IT/IS Security Officer
Joel W. Day		Senior Vice President, Operational Finance
Steve Kubiatowski		Senior Vice President & Deputy General Counsel, Litigation & Government Investigations
Deidra Byrd		Senior Vice President and Employment Counsel
Robin Wileman		Vice President, Analytics and Architecture
Joseph DeVenuto		Vice President, Clinical/Business Systems Development
Adam Darvish		Senior Vice President, Network Development, Hospital Division
Barmi Akbar		Senior Vice President, Continue the Care
Garett Jackson		Senior Vice President, Chief Financial Officer, Hospital Division
Marty Mann		Vice President, Strategic Partnerships, Kindred Rehabilitation Services
Stephen Dobler		Vice President, Finance, Administration and Human Resources
Stacie Winkler		Vice President and Chief Counsel, Hospital Division
Daniel Moriarty		Senior Vice President, Risk Management


Glenda Mack		Vice President, Operations, Kindred Rehabilitation Services
Russ Bailey		Chief Operating Officer, Kindred Hospital Rehabilitation Services
Brian Holzer, M.D.		President, Lacuna Health
Heather Crawford		Senior Vice President, Clinical Operations, Hospital Division
Joseph Fuller		Vice President, Chief Financial Officer, Kindred Rehabilitation Services
Julie Viers		Vice President and Assistant Controller
Sharon Lee		Vice President, Managed Care
Vance Collins		Vice President, Operations and Technical Services
Michael Moody		Senior Vice President, Sales and Business Development, Hospital Division
Audra Early		Senior Vice President, Strategy and Network Development
Linn Billingsley		Vice President, Regional Operations, Hospital Division
Tracy Saunders		Vice President, Regional Operations, Hospital Division
Timothy Simpson		Vice President, Regional Operations, Hospital Division

EX-3.4 5 d680101dex34.htm EX-3.4 EX-3.4

Exhibit 3.4

EXECUTION VERSION

AMENDED AND RESTATED LIMITED LIABILITY COMPANY

AGREEMENT

KINDRED HEALTHCARE, LLC

This Amended and Restated Limited Liability Company Agreement (this “Agreement”) of Kindred Healthcare, LLC, a Delaware limited liability company (the “Company”), is made, entered into and effective as of the Effective Time (as defined below) on July 2, 2018 by and between Kentucky Hospital Intermediate, LLC, a Delaware limited liability company, as the sole member (the “Member”) and, solely to reflect its withdrawal as a member of the Company for the purposes of Section 6.02, Kentucky Homecare Intermediate, Inc., a Delaware corporation (the “Withdrawing Member”).

WITNESSETH:

WHEREAS, on July 2, 2018, the Corporation filed a Certificate of Conversion with the Secretary of State, together with the Certificate of Formation of the Company, in order to convert the Corporation to the Company pursuant to the provisions of the Section 18-214 of the Delaware Limited Liability Company Act (the “Act”);

WHEREAS, following such conversion, the Company was governed by the Limited Liability Company Agreement of the Company dated July 2, 2018 (the “Original Agreement”);

WHEREAS, following such conversion, at the effective time on July 2, 2018 as set forth in the Certificate of Merger filed with the Secretary of State of the State of Delaware (the “Effective Time”, and such certificate, the “Certificate of Merger”), Kentucky Hospital Merger Sub, Inc. merged with and into the Company, with the Company surviving such merger as the surviving entity (the “Hospital Merger”);

WHEREAS, following the Effective Time, the Company became a wholly owned subsidiary of the Member; and

WHEREAS, the Withdrawing Member desires to withdraw from the Company as a member and the Member desires to be admitted to the Company as a Member, in each case with effect from the Effective Time.

NOW, THEREFORE, the parties, intending to be legally bound, hereby amend and restate the Original Agreement, which is replaced and superseded in its entirety by this Agreement, as follows:

ARTICLE I

ORGANIZATION

1.01 Continuation of the Company. The Company was established as a limited liability company pursuant to the provisions of this Agreement and the Act. The rights and liabilities of the Member shall be as provided in the Act, except as otherwise expressly provided herein. An authorized person executed and caused to be filed with the Secretary of State of the State of Delaware (the “State Office”) the Certificate of Formation (the “Certificate”) of the Company and the Corporation filed a Certificate of Conversion with the State Office on the date hereof in order to convert the Corporation to a limited liability company pursuant to the Act. At the Effective Time, the Company filed the Certificate of Merger with the State Office, upon which Kentucky Hospital Merger Sub, Inc. merged with and into the Company, with the Company surviving such merger as the surviving entity.

1.06 Members. The name of the Member is as set forth above in the preamble to this Agreement.

1.07 Admission of Additional Members. With effect as of the Effective Time, the Member is hereby admitted as a member of the Company. One or more additional Members of the Company may be admitted to the Company with the consent of the Board of Managers.

ARTICLE II

MANAGEMENT OF THE COMPANY

2.01 Management and Control.

(a) Subject to Section 2.01(e), the Company shall be managed by a “board of managers” (the “Board of Managers”), which shall have the right, power and authority to

conduct the business and affairs of the Company (whether for the Company itself or where the Company is acting in its capacity as a direct or indirect member, partner or owner of any other company or partnership) and do all things necessary to carry on the business of the Company, and, subject to Section 2.01(e), is hereby authorized to take any action of any kind and to do anything and everything the Board of Managers deems necessary or appropriate in accordance with the provisions of this Agreement and applicable law.

(c) The Board of Managers is hereby authorized to appoint one or more officers of the Company (each, an “Officer”), including, without limitation, a President, a Secretary, one or more Vice Presidents and one or more Assistant Secretaries and Assistant Vice Presidents. Each such Officer shall have delegated to him or her the authority and power to execute and deliver on behalf of the Company (and to cause the Company to perform) any and all such contracts, certificates, agreements, instruments and other documents, and to take any such action, as the Board of Managers deems necessary or appropriate, all as may be set forth in a written delegation of authority executed by the Board of Managers. In addition, unless the Board of Managers decides otherwise, if the title given to such Officer is one commonly used for officers of a business corporation formed under the Delaware General Corporation Law, the assignment of such title shall constitute the delegation to such person of the authorities and duties that are normally associated with that office. The Officers shall serve at the pleasure of the Board of Managers, and the Board of Managers may remove any person as an Officer and/or appoint additional persons as Officers, as the Board of Managers deems necessary or desirable. Any person or entity dealing with the Company may conclusively presume that an Officer specified in such a written delegation of authority who executes a contract, certificate, agreement, instrument or other document on behalf of the Company has the full power and authority to do so and each such document shall, for all purposes, be duly authorized, executed and delivered by the Company upon execution by such Officer.

(d) As of the date hereof, the individuals set forth on Schedule A to this Agreement are hereby appointed to the offices of the Company set forth opposite their names.

(e) Notwithstanding anything to the contrary herein, none of the Company and its Managers and Officers shall take any action, or enter into any arrangement or contract to do any action, that would require any approval or consent of any person under the limited partnership agreement, as amended from time to time, of Kentucky Hospital Holdings JV, LP, the ultimate holding entity of the Company, or any shareholders agreement to which the general partner of Kentucky Hospital Holdings JV, LP is a party relating to the governance, management or activities of Kentucky Hospital Holdings JV, LP, unless the requisite approval or consent has been obtained.

2.02 Board of Managers.

(b) Each Manager shall serve at the pleasure of the Member. The Board of Managers shall at all times only consist of the Managers appointed by the Member.

2.03 Authorized Person. Joseph L. Landenwich shall be an authorized person within the meaning of the Act to file the Certificate, the filing of which is hereby ratified in all respects.

ARTICLE III

CAPITAL CONTRIBUTION; DISTRIBUTIONS

3.04 Calculation of Profits and Losses. The profits and losses of the Company shall be determined for each fiscal year in accordance with U.S. generally accepted accounting principles.

3.05 Allocation of Profits and Losses. The Company’s profits and losses shall be allocated solely to the Member.

ARTICLE IV

DISSOLUTION AND TERMINATION OF THE COMPANY

4.02 Winding Up. Upon dissolution of the Company, the Member shall proceed to wind up the affairs of the Company and distribute its assets.

4.03 Liquidation and Termination. Upon dissolution of the Company, the Member shall pay the liabilities of the Company and make distributions in the following manner and order:

(b) to the Member.

ARTICLE V

LIABILITY, EXCULPATION AND INDEMNIFICATION

time to time, be advanced by the Company prior to the final disposition of such claim, demand, lawsuit, action or proceeding upon receipt by the Company of an undertaking by or on behalf of the Covered Person to repay such amount if it shall be finally judicially determined that the Covered Person is not entitled to be indemnified as authorized in Section 5.03.

ARTICLE VI

GENERAL PROVISIONS

6.03 Amendments. This Agreement may not be modified, altered, supplemented or amended except pursuant to a written agreement executed and delivered by the Member.

6.04 Entire Agreement. This Agreement constitutes the entire agreement of the Member with respect to the subject matter hereof.

6.08 Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the Member and its successors and assigns.

[Signature page follows]

IN WITNESS WHEREOF, the undersigned have executed this Limited Liability Company Agreement as of July 2, 2018.


MEMBER:

KENTUCKY HOSPITAL INTERMEDIATE, LLC

By:		Kentucky Hospital Holdings, LLC, by its sole member

By:		Kentucky Hospital Holdings JV, L.P., by its sole member

By:		Kentucky Hospital GP, Inc., its general partner

/s/ Kendall Garrison
Name:		Kendall Garrison
Title:		Vice President and Treasurer

WITHDRAWING MEMBER:

Solely to reflect its withdrawal as a member of the Company for purposes of Section 6.02:

KENTUCKY HOMECARE INTERMEDIATE, INC.

/s/ Adam Fliss
Name:		Adam Fliss
Title:		Vice President

SCHEDULE A

OFFICERS


Benjamin A. Breier		President and Chief Executive Officer
John J. Lucchese		Chief Financial Officer
Stephen R. Cunanan		Chief Administrative Officer and Chief People Officer
William M. Altman		Executive Vice President, Strategy and Chief of Staff
Jason Zachariah		President, Kindred Rehabilitation Services
Joseph L. Landenwich		General Counsel and Corporate Secretary
Pete K. Kalmey		President, Hospital Division
Douglas L. Curnutte		Senior Vice President, Corporate Development
Cristina E. O’Brien		Vice President, Real Estate Counsel
Jeffrey P. Stodghill		Vice President and Corporate Counsel
Joseph B. Miller		Senior Vice President and Corporate Counsel
Michael J. Bean		Vice President, Tax
Marc D. Rothman, M.D.		Senior Vice President and Senior Chief Medical Officer
Mark A. Laemmle		Senior Vice President, Corporate Finance
Richard Algood		Senior Vice President, Reimbursement
Tamila Johnson-White		Senior Vice President and Chief Compliance Officer
Charles H. Wardrip		Chief Information Officer
James T. Flowers		Senior Vice President, Corporate Finance and Treasurer
Michael Warrington		Chief Operating Officer, Hospital Division
Sean R. Muldoon, M.D.		Senior Vice President and Chief Medical Officer, Hospital Division
Lorene Perona		Vice President, Chief Clinical Officer, Hospital Division
Sally L. Brooks, M.D.		Vice President, Medical Development
Vonda K. Black		Vice President, Rehabilitation Services, Kindred Rehabilitation Services
Mary D. Van de Kamp		Senior Vice President, Quality, Kindred Rehabilitation Services
Beth Rosenbaum		Senior Vice President and Chief Counsel, Kindred Rehabilitation Services
James Poullard		Vice President, Pharmacy and Laboratory Services
Edward Goddard		Vice President, Labor Relations
John Haralson		Vice President, Construction
C. Michael Grannan		Vice President, Purchasing
Jeffrey M. Jasnoff		Senior Vice President, Human Resources Operations
Hans E. Koehler		Senior Vice President, Liability Claims
Susan E. Moss		Senior Vice President, Marketing and Communications
Andrea R. Romisher		Senior Vice President, Compensation and Benefits
Raymond J. Sierpina Jr.		Senior Vice President, Public Policy and Government Affairs
David R. Windhorst		Vice President, Financial Systems Development
Anne S. Woods		Vice President, Internal Audit
Charles Lebo		Vice President, Chief IT/IS Security Officer
Joel W. Day		Senior Vice President, Operational Finance
Steve Kubiatowski		Senior Vice President & Deputy General Counsel, Litigation & Government Investigations
Deidra Byrd		Senior Vice President and Employment Counsel
Robin Wileman		Vice President, Analytics and Architecture
Joseph DeVenuto		Vice President, Clinical/Business Systems Development
Adam Darvish		Senior Vice President, Network Development, Hospital Division
Barmi Akbar		Senior Vice President, Continue the Care
Garett Jackson		Senior Vice President, Chief Financial Officer, Hospital Division
Marty Mann		Vice President, Strategic Partnerships, Kindred Rehabilitation Services
Stephen Dobler		Vice President, Finance, Administration and Human Resources
Stacie Winkler		Vice President and Chief Counsel, Hospital Division
Daniel Moriarty		Senior Vice President, Risk Management


Glenda Mack		Vice President, Operations, Kindred Rehabilitation Services
Russ Bailey		Chief Operating Officer, Kindred Hospital Rehabilitation Services
Brian Holzer, M.D.		President, Lacuna Health
Heather Crawford		Senior Vice President, Clinical Operations, Hospital Division
Joseph Fuller		Vice President, Chief Financial Officer, Kindred Rehabilitation Services
Julie Viers		Vice President and Assistant Controller
Sharon Lee		Vice President, Managed Care
Vance Collins		Vice President, Operations and Technical Services
Michael Moody		Senior Vice President, Sales and Business Development, Hospital Division
Audra Early		Senior Vice President, Strategy and Network Development
Linn Billingsley		Vice President, Regional Operations, Hospital Division
Tracy Saunders		Vice President, Regional Operations, Hospital Division
Timothy Simpson		Vice President, Regional Operations, Hospital Division