Exhibit 99.3
FORM OF EXCHANGE AGENT
AGREEMENT
,
2006
EXCHANGE AGENT
AGREEMENT
U.S. Bank National
Association
Richard Prokosch
Corporate Trust
Department
EP-MN-WS3C
60 Livingston Avenue
St. Paul, MN 55107
Ladies and Gentlemen:
LifeCare Holdings, Inc., a Delaware
corporation (the “Company”) proposes to make an offer
(the “Exchange Offer”) to exchange all of its
outstanding 9 1 / 4
% Senior Subordinated
Notes due 2013 (the “Old Securities”) for a like
principal amount of its 9 1 / 4 % Senior Subordinated Notes due
2013, which have been registered under the Securities Act of 1933,
as amended, (the “New Securities”). The terms and
conditions of the Exchange Offer as currently contemplated are set
forth in a prospectus, dated
,
2006 (the “Prospectus”), proposed to be distributed to
all record holders of the Old Securities. The Old Securities and
the New Securities are collectively referred to herein as the
“Securities”.
The Company hereby appoints U.S.
Bank National Association to act as exchange agent (the
“Exchange Agent”) in connection with the Exchange
Offer. References hereinafter to “you” shall refer to
U.S. Bank National Association.
The Exchange Offer is expected to be
commenced by the Company on or about
,
2006. The Letter of Transmittal accompanying the Prospectus (the
“Letter of Transmittal”) (or in the case of book-entry
securities, the Automated Tender Offer Program (“ATOP”)
of the Book-Entry Transfer Facility (as defined below)) is to be
used by the holders of the Old Securities to accept the Exchange
Offer and contains instructions with respect to the delivery of
certificates for Old Securities tendered in connection
therewith.
The Exchange Offer shall expire at
5:00 p.m., New York City time, on
,
2006 or on such subsequent date or time to which the Company may
extend the Exchange Offer (the “Expiration Date”).
Subject to the terms and conditions set forth in the Prospectus,
the Company expressly reserves the right to extend the Exchange
Offer from time to time and may extend the Exchange Offer by giving
oral (promptly confirmed in writing) or written notice to you no
later than 9:00 a.m., New York City time, on the business day
following the previously scheduled Expiration Date.
The Company expressly reserves the
right to amend or terminate the Exchange Offer, and not to accept
for exchange any Old Securities not theretofore accepted for
exchange, upon the occurrence of any of the conditions of the
Exchange Offer specified in the Prospectus under the caption
“The exchange offer – Conditions to the exchange
offer.” The Company will give oral (promptly confirmed in
writing) or written notice of any amendment, termination or
non-acceptance to you as promptly as practicable.
In carrying out your duties as
Exchange Agent, you are to act in accordance with the following
instructions:
1. You will perform such duties and
only such duties as are specifically set forth in the section of
the Prospectus captioned “The exchange offer” or as
specifically set forth herein; provided , however ,
that in no way will your general duty to act in good faith be
discharged by the foregoing.
2. You will establish a book-entry
account with respect to the Old Securities at The Depository Trust
Company (the “Book-Entry Transfer Facility”) for
purposes of the Exchange Offer within two business days after the
date of the Prospectus, and any financial institution that is a
participant in the Book-Entry Transfer Facility’s systems may
make book-entry delivery of the Old Securities by causing the
Book-Entry Transfer Facility to transfer such Old Securities into
your account in accordance with the Book-Entry Transfer
Facility’s procedure for such transfer.
3. You are to examine each of the
Letters of Transmittal and certificates for Old Securities (or
confirmation of book-entry transfer into your account at the
Book-Entry Transfer Facility) and any other documents delivered or
mailed to you by or for holders of the Old Securities to ascertain
whether: (i) the Letters of Transmittal and any such other
documents are duly executed and properly completed in accordance
with instructions set forth therein; and (ii) the Old
Securities have otherwise been properly tendered or are covered by
a Notice of Guaranteed Delivery. In each case where the Letter of
Transmittal or any other document has been improperly completed or
executed or any of the certificates for Old Securities are not in
proper form for transfer or some other irregularity in connection
with the acceptance of the Exchange Offer exists, you will endeavor
promptly to inform the presenters that their tenders will not be
accepted in the form made and of the defects therein and of the
need for fulfillment of all requirements and to take any other
action as may be reasonably necessary or advisable to cause such
irregularity to be corrected.
4. With the approval of the
President or any Vice President of the Company (such approval, if
given orally, to be promptly confirmed in writing) or any other
party designated in writing, by such an officer, you are authorized
to waive any irregularities in connection with any tender of Old
Securities pursuant to the Exchange Offer.
5. Tenders of Old Securities may be
made only as set forth in the Letter of Transmittal and in the
section of the Prospectus captioned “The exchange offer
– Procedures for tendering outstanding notes”, and Old
Securities shall be considered properly tendered to you only when
tendered in accordance with the procedures set forth
therein.
Notwithstanding the provisions of
this Section 5, Old Securities which the President or any Vice
President of the Company shall approve as having been properly
tendered shall be considered to be properly tendered (such
approval, if given orally, shall be promptly confirmed in
writing).
6. You shall advise the Company with
respect to any Old Securities received subsequent to the Expiration
Date and accept its instructions with respect to the disposition of
such Old Securities.
7. You shall accept
tenders:
(a) in cases where the Old
Securities are registered in two or more names only if signed by
all named holders;
(b) in cases where the signing
person (as indicated on the Letter of Transmittal) is acting in a
fiduciary or a representative capacity only when proper evidence of
his or her authority so to act is submitted; and
(c) from persons other than the
registered holder of Old Securities, provided that customary
transfer requirements, including payment of any applicable transfer
taxes, are fulfilled.
You shall accept partial tenders of
Old Securities where so indicated and as permitted in the Letter of
Transmittal and deliver certificates for Old Securities to the
registrar for split-up and return any untendered Old Securities to
the holder (or such other person as may be designated in the Letter
of Transmittal) as promptly as practicable after expiration or
termination of the Exchange Offer.
2
8. Upon satisfaction or waiver of
all of the conditions to the Exchange Offer, the Company will
notify you (such notice, if given orally, to be promptly confirmed
in writing) of its acceptance, promptly after the Expiration Date,
of all Old Securities properly tendered and you, on behalf of the
Company, will exchange such Old Securities for New Securities and
cause such Old Securities to be cancelled. Delivery of New
Securities will be made on behalf of the Company by you at the rate
of $1,000 principal amount of New Securities for each $1,000
principal amount of the corresponding series of Old Securities
tendered promptly after notice (such notice if given orally, to be
promptly confirmed in writing) of acceptance of said Old Securities
by the Company; provided, however, that in all cases, Old
Securities tendered pursuant to the Exchange Offer will be
exchanged only after timely receipt by you of certificates for such
Old Securities (or confirmation of book-entry transfer into your
account at the Book-Entry Transfer Facility), a properly completed
and duly executed Letter of Transmittal (or manually signed
facsimile thereof) with any required signature guarantees and any
other required documents. You shall issue New Securities only in
denominations of $1,000 or any integral multiple
thereof.
9. Tenders pursuant to the Exchange
Offer are irrevocable, except that, subject to the terms and upon
the conditions set forth in the Prospectus and the Letter of
Transmittal, Old Securities tendered pursuant to the Exchange Offer
may be withdrawn at any time prior to the Expiration
Date.
10. The Company shall not be
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