Kindred Healthcare Operating, Inc.

May 6, 2016

KHCO: 52-2085484Stoughton: 20-3618938Boston: 52-2085555Boston NS: 20-3618938

Stoughton: 2282Boston: 2091Boston NS: 2171

Stoughton: 1760567044Boston: 1639254030Boston NS: 1407931801

680 S. 4th Street

Louisville KY 40202

Daria

Attorney

Niewenhous

617-348-4865

dniewenhous@mintz.com

http://www.kindredhealthcare.com/

Kindred Healthcare Operating, Inc. is a wholly-owned subsidiary of Kindred Healthcare, Inc. (“Kindred”), a publicly-traded healthcare services company that through its subsidiaries operates transitional care hospitals, a home health, hospice and community care business, inpatient rehabilitation facilities, a contract rehabilitation services business, nursing centers and assisted living facilities across the United States. Kindred Healthcare Operating, Inc. is an administrative support services company that provides non-managerial administrative services to its direct and indirect subsidiaries. Among Kindred Healthcare Operating, Inc.’s direct and indirect subsidiaries are the following entities: Kindred Braintree Hospital, LLC (Kindred Hospital Northeast-Stoughton); Kindred Hospitals East, LLC (Kindred Hospital-Boston); and J.B. Thomas Hospital, Inc. (Kindred Hospital-Boston North Shore) (collectively, the “Massachusetts Hospitals”).

X

September 1, 2016 or as soon as possible after receipt of all required approvals

The proposed material change involves a change in ownership of the Massachusetts Hospitals. The Massachusetts Hospitals are currently owned by Kindred Braintree Hospital, L.L.C., Kindred Hospitals East, L.L.C. and J.B. Thomas, Inc., respectively, each a direct or indirect subsidiary of Kindred Healthcare Operating, Inc., a wholly-owned subsidiary of Kindred.

Curahealth Boston, LLC* entered into an asset purchase agreement with Curahealth Property, LLC and nine Kindred subsidiaries to acquire 12 long term care hospitals, including the Massachusetts Hospitals. Upon the closing of the proposed transaction, Curahealth and its affiliates will own and operate the Massachusetts Hospitals, and nine other long term care hospitals in Arizona, Louisiana, Oklahoma, Pennsylvania and Tennessee. *Curahealth Stoughton, LLC and Curahealth Boston North Shore, LLC became a party to the asset purchase agreement pursuant to a designee appointment.

Curahealth has informed Kindred Healthcare Operating, Inc. that upon closing, the Proposed Transaction will allow the Massachusetts Hospitals to continue to promote the delivery of high quality services while providing the Massachusetts Hospitals with access to Curahealth’s strong clinical and compliance resources, which will help contain health care costs in the Commonwealth by yielding operational efficiencies.

Curahealth has informed Kindred Healthcare Operating, Inc. that it does not anticipate any impact on reimbursement rates, care referral patterns, access to needed services, and/or quality of care as a result of the proposed material change.

None.

For each of the Massachusetts Hospitals, the following filings have been or will be made: • Applications for a Determination of Need filed with the Department of Public Health (“DPH”) on April 22, 2016; • Applications for suitability review filed with DPH on April 28, 2016;• Notice of termination of MassHealth provider agreement (Stoughton only); • Form CMS-855A; • Notice under the Clinical Laboratory Improvement Amendments (CLIA) to DPH;• Notice to the DPH Division of Drug Control;• Notice to the DPH Radiation Control Program; and• Notice to the federal Drug Enforcement Administration.

Print this page, sign, notarize, and submit as a .PDF separately from the writable portion (p. 4-5) of the Notice of

Material Change form. This signed and notarized Affidavit of Truthfulness and Proper Submission is required for

complete submission.

Affidavit of Truthfulness and Proper Submission

I, the undersigned, certify that:

1. I have read 958 CMR 7.00, Notices of Material Change and Cost and Market Impact Reviews.

2. I have read this Notice of Material Change and the Information contained therein Is accurate and true.

3. I have submitted the required copies of this Notice to the Health Policy Commission, the Office of the Attorney General, and the Center for Health Information and Analysis as required.

Signed on the / day of ^ , 2016, under the pains and penalties of perjury.

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Name: flAznUj* /?. Ne^r

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FORM MUST BE NOTARIZED IN THE SPACE PROVIDED BELOW:

Notary Signatppe

Copies of this application have been submitted electronically as follows:

Office of the Attorney General (1) Center for Health Information and Analysis (1)