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): September 29, 2023

Enhabit, Inc.
(Exact name of registrant as specified in its charter)

Delaware 001-41406 47-2409192

(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)

6688 N. Central Expressway , Suite 1300, Dallas, Texas 75206

(Address of principal executive offices, including zip code)

(214) 239-6500
(Registrant’s telephone number, including area code)

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 Instruction
A.2. below):

☐ 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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading Symbol(s) Name of each exchange on which registered
Common Stock, par value $0.01 per share EHAB New York Stock Exchange

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. ☐
Item 1.01. Entry into a Material Definitive Agreement.

On September 29, 2023, Enhabit, Inc. (the “Company” or “Enhabit”), entered into a Limited Waiver (the “Waiver”) with Wells Fargo Bank, National Association, as administrative agent to the
other lenders (the “Administrative Agent”) under its Credit Agreement, dated as of June 1, 2022, among the Company, as borrower, the Administrative Agent, as administrative agent, collateral
agent, and swingline lender, and the other lenders party thereto, and the First Amendment to Credit Agreement dated as of June 27, 2023 (as amended, the “Credit Agreement”).

After consultation with the Administrative Agent regarding a potential breach of the Total Net Leverage Ratio (as defined in the Credit Agreement) for the third quarter of 2023, the Company
entered into the Waiver to waive the Company’s compliance with the financial covenants for the next required test date of September 30, 2023. The Waiver also requires that, until such time as
the Company certifies compliance with the waived financial covenants, the aggregate principal amount of the Company’s Revolving Loans allowed under the Credit Agreement shall be
decreased from $350,000,000 to $230,000,000. All other covenants and terms of the Credit Agreement remain unchanged and in effect.

The foregoing description of the Waiver does not purport to be complete and is qualified in its entirety by reference to the full text of the Waiver, a copy of which is filed as Exhibit 10.1 to this
Current Report on Form 8-K and is incorporated herein by reference.

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

The information provided in Item 1.01 of this Form 8-K is hereby incorporated into this Item 2.03.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No. Description

Limited Waiver to the Credit Agreement, dated as of September 29, 2023, by and among Enhabit, Inc., Wells Fargo Bank,
10.1 as administrative agent, collateral agent, and swingline lender, and various other lenders.
104 Cover Page Interactive Data File - the cover page iXBRL tags are embedded within the Inline XBRL document
 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.

ENHABIT, INC.
By: /s/ Dylan C. Black
Name: Dylan C. Black
Title: General Counsel

Dated: October 2, 2023

 Exhibit 10.1
Execution Version

LIMITED WAIVER

THIS LIMITED WAIVER (this “Limited Waiver”), dated as of September 29, 2023, by and between Enhabit, Inc., a Delaware corporation (the
“Borrower”), Wells Fargo Bank, National Association, as Administrative Agent for the Lenders (the “Administrative Agent”), and the undersigned Lenders.

RECITALS

WHEREAS, pursuant to the Credit Agreement, dated as of June 1, 2022 (as amended, modified, restated or supplemented from time to time prior to
the date hereof, the “Credit Agreement”; capitalized terms used herein and not otherwise defined shall have the meanings ascribed thereto in the Credit
Agreement), between the Borrower, the Lenders, and the Administrative Agent, the Lenders have made certain credit facilities available to the Borrower;

WHEREAS, pursuant to Section 6.10 of the Credit Agreement, the Borrower is required to comply with certain Financial Covenants;

WHEREAS, the Borrower has requested that the Required Lenders agree that the Borrower shall not be required to comply with Section 6.10(a) or
6.10(b) of the Credit Agreement as of September 30, 2023 (the “Test Date”);

WHEREAS, the Administrative Agent and the Required Lenders have agreed that the Borrower shall not be required to comply with Section 6.10(a)
or 6.10(b) of the Credit Agreement as of the Test Date, all in accordance with, and subject to, the terms and conditions set forth herein.

STATEMENT OF AGREEMENT
NOW, THEREFORE, in consideration of the foregoing and other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:

ARTICLE I

LIMITED WAIVER

1.1 Limited Waiver of Sections 6.10(a) and 6.10(b). Based upon the representations and warranties contained in this Agreement, and subject to
the satisfaction of the conditions set forth in Article II below, the undersigned Lenders hereby agree that the Borrower shall not be required to comply with
Section 6.10(a) or 6.10(b) of the Credit Agreement as of the Test Date. For the avoidance of doubt, any other provision of the Credit Agreement requiring
compliance (as a condition of any action or otherwise) with any Financial Covenant as of the Test Date or for the Test Period then ended shall continue to
apply and be effective (with such compliance assessed by reference to the maximum Total Net Leverage Ratio or minimum Interest Coverage Ratio, as
applicable, as of the Test Date set forth in the Credit Agreement).

1.2 Revolving Loans. The Borrower hereby agrees that, until the Borrower has delivered a certificate in accordance with Section 5.04(c) of the
Credit Agreement demonstrating that the Borrower is in compliance with Sections 6.10(a) and 6.10(b) of the Credit Agreement (without giving effect to the
waiver set forth in Section 1.1), the aggregate principal amount of Revolving Loans outstanding shall not exceed $230,000,000.
 ARTICLE II

CONDITIONS TO EFFECTIVENESS

2.1 The limited waiver set forth in Article I hereof shall become effective as of the date (the “Limited Waiver Effective Date”) when, and only when,
each of the following conditions precedent shall have been satisfied:

(a) The Administrative Agent shall have received an executed counterpart of this Limited Waiver from the Borrower and the Lenders constituting the
Required Lenders; and

(b) The Borrower shall have paid the amounts set forth inSection 5.2 of this Limited Waiver.

ARTICLE III

REPRESENTATIONS AND WARRANTIES

To induce the Administrative Agent and the Lenders to enter into this Limited Waiver, the Borrower represents and warrants to the Administrative
Agent and the Lenders as follows:

3.1 Representations and Warranties. As of the Limited Waiver Effective Date and after giving effect to the terms of this Limited Waiver, (a) no
Default or Event of Default exists and is continuing or would immediately result after giving effect to the terms of this Limited Waiver and (b) each of the
representations and warranties made by any Loan Party in or pursuant to the Loan Documents is true and correct in all material respects (or, if such
representations and warranties are qualified by materiality, in all respects) on and as of the Limited Waiver Effective Date, as if made on and as of such date
(except that any representations and warranties which expressly relate to an earlier date shall be true and correct in all material respects (or, if such
representations and warranties are qualified by materiality, in all respects)) as of such earlier date.

3.2 Continuing Security Interests. All Obligations made pursuant to the Credit Agreement and any other Loan Document, will continue to be
secured by the Collateral Agent’s security interest in all of the collateral granted under the Credit Agreement and the Security Documents, and nothing
herein will affect the validity, perfection or enforceability of such security interests.

ARTICLE IV

ACKNOWLEDGMENT AND CONFIRMATION

The Borrower hereby confirms and agrees that after giving effect to this Limited Waiver, the Credit Agreement and the other Loan Documents remain
in full force and effect and enforceable against it in accordance with their respective terms and shall not be discharged, diminished, limited or otherwise
affected in any respect. The Borrower and the Lenders acknowledge and agree that this Limited Waiver is not intended to constitute, nor does it constitute, a
novation, interruption, suspension of continuity, satisfaction or termination of the obligations, loans, liabilities, or indebtedness under the Credit Agreement
and the other Loan Documents (including the Obligations). The Borrower represents and warrants to the Lenders that it has no knowledge of any claims,
counterclaims, offsets, or defenses to or with respect to its obligations under the Loan Documents, or if the Borrower has any such claims, counterclaims,
offsets, or defenses to or with respect to its obligations under the Loan Documents, the same are hereby waived, relinquished, and released in
consideration of the execution of this Limited Waiver. This acknowledgment and confirmation by the Borrower is made and delivered to induce the
Administrative Agent and the Lenders to enter into this Limited Waiver. The Borrower acknowledges that

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the Administrative Agent and the Lenders would not enter into this Limited Waiver in the absence of the acknowledgment and confirmation contained herein.

ARTICLE V

MISCELLANEOUS

5.1 Limited Waiver Effective Date; Loan Document. As of the Limited Waiver Effective Date, this Limited waiver shall constitute a Loan Document
and all provisions of the Credit Agreement and the other Loan Documents applicable hereto shall be deemed to be incorporated herein by reference. Except
as expressly set forth herein, this Limited Waiver shall not, by implication or otherwise, limit, impair, constitute a waiver of, or otherwise affect the rights and
remedies of the Lenders or the Borrower under the Credit Agreement or any other Loan Document, and shall not alter, modify, amend or in any way affect
any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other Loan Document, all of which are ratified
and affirmed in all respects and shall continue in full force and effect. Nothing herein shall be deemed to entitle the Borrower to a consent to, or a waiver,
amendment, modification or other change of, any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any
other Loan Document in similar or different circumstances.

5.2 Fees and Expenses.

(a) The Borrower shall (i) pay all reasonable fees and expenses of counsel to the Administrative Agent, and (ii) reimburse the Administrative Agent
for all reasonable out-of-pocket costs and expenses, in each case, in connection with the preparation, negotiation, execution and/or delivery of this Limited
Waiver.
(b) As consideration for the agreement of each Lender that consents to this Limited Waiver, the Borrower shall pay to each such Lender a consent
fee (collectively, the “Limited Consent Fees”) in an amount equal to 0.05% of the sum of such Lender’s Revolving Commitment (as defined in the Credit
Agreement) and outstanding Term Loans (as defined in the Credit Agreement) as of the Limited Waiver Effective Date. The entire amount of the Limited
Consent Fees will be fully earned and will be due and payable in full in cash on, and subject to the occurrence of, the Limited Waiver Effective Date.
5.3 Governing Law. This Limited Waiver shall be governed by, and construed in accordance with, the law of the State of New York (including
Sections 5-1401 and 5-1402 of the New York General Obligations Law, but excluding all other choice of law and conflicts of law rules).
5.4 Severability. To the extent any provision of this Limited Waiver is prohibited by or invalid under the applicable law of any jurisdiction, such
provision shall be ineffective only to the extent of such prohibition or invalidity and only in any such jurisdiction, without prohibiting or invalidating such
provision in any other jurisdiction or the remaining provisions of this Limited Waiver in any jurisdiction.
5.5 Entire Agreement. This Limited Waiver, together with the Credit Agreement and the other Loan Documents, embodies the entire agreement
and understanding between the parties hereto and supersedes all prior agreements and understandings of the parties, verbal or written, relating to the
subject matter hereof.
5.6 Successors and Assigns. This Limited Waiver shall be binding upon, and shall inure to the benefit of, the parties hereto and their successors
and assigns.

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 5.7 Counterparts. This Limited Waiver may be executed in any number of counterparts and by different parties hereto on separate counterparts,
each of which, when so executed and delivered, shall be an original, but all of which shall together constitute one and the same instrument. Delivery of an
executed counterpart of a signature page of this Limited Waiver by facsimile or in electronic format (e.g., “pdf” or “tif” file format) shall be effective as delivery
of a manually executed counterpart of this Limited Waiver. The words “execution,” “signed,” “signature,” and words of like import in this Limited Waiver shall
be deemed to include electronic signatures or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or
enforceability as a manually executed signature or the use of paper-based recordkeeping system, as the case may be, to the extent and as provided for in
any applicable law or regulation, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic
Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act.
[signatures on following page]

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 IN WITNESS WHEREOF, the parties have caused this Limited Waiver to be executed by their duly authorized officers as of the date first above
written.
WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent, Collateral Agent, Swingline
Lender, an Issuing Bank and as a Lender

/s/
By: Eugene Stunson
Eugene
Name: Stunson
Title: Director

[Signature Page to Limited Waiver]

Consented and agreed to:
ENHABIT, INC.

By: /s/ Crissy B. Carlisle

Name: Crissy B. Carlisle
Title: Chief Financial Officer

[Signature Page to Limited Waiver]