UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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): ~~August~~September 20, 2012 (~~August~~September 14, 2012)

LifeCare Holdings, Inc.

(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)

Delaware

333-133319

51-0372090

(STATE OR OTHER JURISDICTION

OF INCORPORATION)

(COMMISSION

FILE NUMBER)

(IRS EMPLOYER

IDENTIFICATION NO.)

5340 Legacy Drive, Building 4, Suite 150

Plano, Texas 75024

(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)

Registrant’s telephone number, including area code: (469) 241-2100

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2):

¨	Written communication 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))

Item 51.0201. ~~Departure~~Entry ofinto ~~Directors~~a orMaterial ~~Certain~~Definitive ~~Officers;~~Agreement. ~~Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers~~

OnLimited ~~August 14,~~Waiver ~~2012,~~and ~~LifeCare~~First ~~Holdings,~~Amendment Inc. (the “Company”) appointed Stuart A. Walker, age 47, as Interim Chief Financial Officer, effective as of August 15, 2012. Mr. Walker is currently a Director of Huron Management Services LLC (“Huron”), a management consulting firm, which he joined in 2007. Prior to ~~joining~~Credit ~~Huron,~~Agreement Mr. Walker co-founded Catalyst Advisory Services LLC, a turnaround consulting and interim financial management firm serving middle market companies, and has also previously served as chief financial officer or controller of several private and public companies.

~~Huron~~On ~~has~~September 14, ~~made~~2012, ~~Mr. Walker~~LifeCare ~~available~~Holdings, toInc. (the “Company”) asentered into a ~~contracted~~Limited ~~services~~Waiver ~~employee~~and ~~under~~First ~~the~~Amendment ~~terms~~to ofCredit anAgreement ~~engagement~~and ~~letter~~Termination of Revolving Commitments (the “~~Engagement Letter~~Agreement”) ~~between~~to ~~the~~its ~~Company~~Credit ~~and~~Agreement, ~~Huron~~dated as of February 1, ~~pursuant~~2011 to(as ~~which~~amended ~~Huron~~and ~~will~~supplemented, ~~receive~~the a“Credit ~~fee~~Agreement”), ofwith ~~$65~~LCI Holdco LLC,~~000~~ ~~per~~the ~~month~~requisite asSecured ~~compensation~~Lenders ~~for~~(as ~~services provided~~defined ~~plus~~herein) ~~reasonable~~and ~~out~~JPMorgan ofChase ~~pocket~~Bank, ~~expenses~~N. MrA. ~~Walker~~, as ~~will~~Administrative ~~report~~and toCollateral ~~and~~Agent befor ~~subject~~the tolenders under the ~~direct~~Credit ~~supervision~~Agreement of(the “Secured Lenders”). Pursuant to the ~~Company’s~~Agreement, ~~Chief~~the ~~Executive~~Administrative ~~Officer~~Agent and ~~will~~the berequisite ~~required~~Secured Lenders have agreed to ~~devote~~(i) waive ~~substantially~~any ~~all~~Default or Event of ~~his~~Default ~~full-time~~(each ~~efforts~~as todefined in the ~~business~~ ~~and~~Credit ~~affairs~~Agreement) arising from the failure of the Company. ~~The~~to ~~Engagement~~make ~~Letter~~the ~~provides~~required ~~for~~interest ~~Mr. Walker~~payment toon ~~serve~~its asSubordinated ~~Interim~~Notes ~~Chief~~(as ~~Financial~~defined ~~Officer~~herein) ~~until~~due ~~December~~on August 3115, 2012 and ~~may~~to beremedy ~~extended~~such ~~month~~failure within the applicable 30-day payment grace period that ended on September 14, 2012 during the Waiver Period (as defined herein), (ii) to~~-month~~ ~~thereafter~~make bycertain ~~mutual~~amendments ~~agreement~~to the Credit Facility to effect such waiver and (iii) to permanently terminate all unused revolving commitments under the Credit Agreement.

The ~~Engagement~~“Waiver ~~Letter~~Period” ~~may~~is bethe ~~terminated~~period byfrom ~~either~~September 14, 2012 ~~party~~to atthe ~~any~~earlier ~~time~~of on(i) November 1, 302012 ~~days’~~and ~~prior~~(ii) the ~~written~~occurrence ~~notice~~of any Waiver Default. ~~The~~A ~~Engagement~~“Waiver ~~Letter~~Default” ~~may~~will ~~also be~~occur ~~terminated~~immediately byupon ~~either~~the ~~party~~occurrence ~~for~~of certain events, including (a) the ~~material~~occurrence ~~breach~~of ~~if,~~a ~~within~~Default 15or Event ~~days’~~of ~~notice,~~Default under the ~~breaching~~Credit ~~party~~Agreement ~~fails~~not toarising ~~cure~~from the ~~breach.~~failure ~~The~~to ~~Company~~make ~~has~~the ~~agreed~~interest topayment ~~provide~~on ~~Mr.~~the Subordinated Notes, (b) ~~Walker~~the entry into certain refinancing transactions, (c) the ~~same~~making ~~indemnification~~of ~~provided~~payments tounder the Subordinated Notes or certain other ~~officers~~outstanding indebtedness of the Company ~~and~~, ~~has~~(d) the ~~also~~occurrence ~~agreed~~of toan ~~certain~~event ~~indemnification~~of ~~provisions~~default ~~relating~~under tothe ~~Huron.~~Indenture ~~The~~(as ~~Company~~defined ~~has~~herein) ~~agreed~~or ~~not~~the termination of the Waiver Agreement (as defined herein) without consent of the requisite Secured Lenders or (e) any material amendment to ~~solicit,~~the ~~employ~~Company’s existing employee retention plans or ~~otherwise~~adoption ~~engage~~of ~~Mr. Walker~~new ~~during~~employee retention plans without approval of the ~~term~~requisite Secured Lenders. The occurrence of ~~and~~certain ~~for~~other aevents, ~~period~~including the failure of ~~one~~the ~~year~~Company ~~following~~to comply with the ~~expiration~~terms, conditions or ~~termination~~covenants of the Agreement, will constitute a Waiver Default if such events remain uncured for five (5) business days after written notice is given by the Administrative Agent or the ~~Engagement~~requisite ~~Letter~~Secured Lenders.

The Agreement also amends the Credit Agreement to impose additional restrictions on the Company, including restrictions on the ability of the Company and its Subsidiaries to make certain payments, enter into new material contracts outside of those which may occur in the ordinary course of business and transfer or sell certain property. The Agreement also places requirements on the Company regarding the refinancing of its existing capital structure and to impose certain notice and information requirements. During the Waiver Period, loans outstanding under the Credit Agreement will bear interest at a rate of 2% plus the rate otherwise applicable to such loan, which additional interest will be payable half as pay-in-kind interest and half in cash.

This summary of terms of the Agreement is not complete and is qualified in its entirety by the terms and conditions of the Agreement, a copy of which is filed as Exhibit 10.1 hereto and incorporated herein by reference

Limited Waiver Agreement to Indenture

On September 14, 2012, the Company also entered into a Limited Waiver Agreement (the “Waiver Agreement”) to its Indenture, dated as of August 11, 2005 (as amended and supplemented, the “Indenture”), pursuant to which the Company has outstanding $119.3 aggregate principal amount of 9.25% Senior Subordinated Notes due 2013 (the “Subordinated Notes”). Pursuant to the Waiver Agreement, holders constituting more than 70% of the principal amount of the Subordinated Notes have agreed to waive the default associated with the Company’s failure to pay interest on the Subordinated Notes on August 15, 2012 (the “Specified Event”) or any Event of Default (as defined in the Indenture) arising from such Specified Event during the Waiver Period (as defined herein).

The “Waiver Period” is the period (i) commencing on and including September 15, 2012 and (ii) ending on, but not including, the date that is the earlier of (a) November 1, 2012 and (b) the occurrence of a Termination Event. A “Termination Event” includes (i)(x) the occurrence of an Event of Default under the Indenture other than an Event of Default resulting from the Specified Event, (y) the failure of the Company or any Guarantor (as defined in the Indenture) to timely comply with the terms, conditions or covenants set forth in the Waiver Agreement or (z) the failure of any representation or warranty made by the Company or any Guarantor in the Waiver Agreement to be true and correct in any material respect as of the date when made and (ii) the termination of the Waiver Period under the Agreement.

The Waiver Agreement contains certain representations, conditions and covenants of the Company and the Guarantors, including restrictions on certain payments by the Company, the Guarantors and their respective Restricted Subsidiaries (as defined in the Indenture).

This summary of terms of the Waiver Agreement is not complete and is qualified in its entirety by the terms and conditions of the Waiver Agreement, a copy of which is filed as Exhibit 10.2 hereto and incorporated herein by reference.

Item 2.03. Creation of Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth under Item 1.01 is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

10.1	Limited Waiver and First Amendment to Credit Agreement and Termination of Revolving Commitments, dated September 14, 2012, among the LifeCare Holdings, Inc., LCI Holdco LLC, the Required Lenders and JPMorgan Chase Bank, N.A., as Administrative and Collateral Agent.

10.2	Limited Waiver Agreement, dated September 14, 2012, among LifeCare Holdings, Inc., each Guarantor and each holder of the Subordinated Notes signatory thereto.

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.


LifeCare Holdings, Inc.

By:		/s/ Phillip B. Douglas

Name:		Phillip B. Douglas
Title:		Chief Executive Officer

Date: ~~August~~September 20, 2012

Filing Compare · LifeCare Holdings, Inc.