EXHIBIT 4.2 SECOND AMENDED AND RESTATED STOCKHOLDERS' AGREEMENT THIS SECOND AMENDED AND RESTATED STOCKHOLDERS' AGREEMENT (this "AGREEMENT") made and entered into as of the date last below written, by and among ODYSSEY HEALTHCARE, INC. a Delaware...Stockholders' Agreement • December 8th, 2000 • Odyssey Healthcare Inc • Texas
1 EXHIBIT 4.4 RIGHTS AGREEMENT between ODYSSEY HEALTHCARE, INC. and U.S. STOCK TRANSFER CORPORATION as Rights Agent Dated as of _____________, 2001 TABLE OF CONTENTSRights Agreement • September 13th, 2001 • Odyssey Healthcare Inc • Services-nursing & personal care facilities • Delaware
WARRANT TO PURCHASE SERIES B CONVERTIBLE PREFERRED STOCK OF ODYSSEY HEALTHCARE, INC.Warrant Agreement • December 8th, 2000 • Odyssey Healthcare Inc • Texas
RECITALS:Indemnification Agreement • December 8th, 2000 • Odyssey Healthcare Inc • Delaware
EXHIBIT 1.1 ODYSSEY HEALTHCARE, INC. (a Delaware corporation) [ ] Shares of Common Stock FORM OF PURCHASE AGREEMENT Dated: [ ], 2002 Table of ContentsPurchase Agreement • July 8th, 2002 • Odyssey Healthcare Inc • Services-nursing & personal care facilities • New York
WITNESSETH:Employment Agreement • March 20th, 2002 • Odyssey Healthcare Inc • Services-nursing & personal care facilities • Texas
1 EXHIBIT 10.1.1 AMENDED AND RESTATED LOAN AND SECURITY AGREEMENTLoan and Security Agreement • December 8th, 2000 • Odyssey Healthcare Inc • Maryland
amongCredit Agreement • May 26th, 2004 • Odyssey Healthcare Inc • Services-nursing & personal care facilities • New York
WITNESSETH:Employment Agreement • December 8th, 2000 • Odyssey Healthcare Inc • Texas
EXHIBIT 4.1 RIGHTS AGREEMENT between ODYSSEY HEALTHCARE, INC.Rights Agreement • November 5th, 2001 • Odyssey Healthcare Inc • Services-nursing & personal care facilities • Delaware
RECITALS:Warrant Amendment • August 2nd, 2001 • Odyssey Healthcare Inc • Services-nursing & personal care facilities • Texas
AMENDMENT NO.1Loan and Security Agreement • August 2nd, 2001 • Odyssey Healthcare Inc • Services-nursing & personal care facilities • Maryland
AMENDMENT NO. 2Loan and Security Agreement • September 13th, 2001 • Odyssey Healthcare Inc • Services-nursing & personal care facilities • Maryland
AMENDED AND RESTATED CREDIT AGREEMENT Dated as of May 24, 2007 among ODYSSEY HEALTHCARE OPERATING A, LP, ODYSSEY HEALTHCARE OPERATING B, LP, and HOSPICE OF THE PALM COAST, INC. as Borrowers, THE OTHER CREDIT PARTIES SIGNATORY HERETO, as Credit...Credit Agreement • May 30th, 2007 • Odyssey Healthcare Inc • Services-nursing & personal care facilities • New York
This AMENDED AND RESTATED CREDIT AGREEMENT dated as of May 24, 2007 among ODYSSEY HEALTHCARE OPERATING A, LP, a Delaware limited partnership ("OpCoA"), ODYSSEY HEALTHCARE OPERATING B, LP, a Delaware limited partnership ("OpCoB"), HOSPICE OF THE PALM COAST, INC., a Florida not for profit corporation ("Palm Coast"; OpCoA, OpCoB and Palm Coast being referred to together as the "Borrowers" and each individually as a "Borrower"), the other Credit Parties signatory hereto; GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation (in its individual capacity, "GE Capital"), for itself, as Lender, and as Agent for Lenders; and the other Lenders signatory hereto from time to time.
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • December 24th, 2008 • Odyssey Healthcare Inc • Services-nursing & personal care facilities • Texas
THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”) is dated December 23, 2008, to be effective as of October 11, 2005 (unless otherwise specified herein) (the “Effective Date”), by and between Odyssey HealthCare, Inc., a Delaware corporation (the “Company”), and Robert A. Lefton (“Employee”).
1 EXHIBIT 10.9.1 SENIOR SUBORDINATED NOTE AND WARRANT PURCHASE AGREEMENTSenior Subordinated Note and Warrant Purchase Agreement • December 8th, 2000 • Odyssey Healthcare Inc • Massachusetts
1 EXHIBIT 10.9.2 THIS WARRANT AND ANY SHARES ACQUIRED UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE SOLD OR TRANSFERRED WITHOUT COMPLIANCE...Warrant Agreement • December 8th, 2000 • Odyssey Healthcare Inc • Massachusetts
SECOND AMENDED AND RESTATED CREDIT AGREEMENT Dated as of February 28, 2008 among ODYSSEY HEALTHCARE OPERATING A, LP, ODYSSEY HEALTHCARE OPERATING B, LP, HOSPICE OF THE PALM COAST, INC., and OHC INVESTMENT, INC. (to be merged with and into VISTACARE,...Credit Agreement • March 4th, 2008 • Odyssey Healthcare Inc • Services-nursing & personal care facilities • New York
This SECOND AMENDED AND RESTATED CREDIT AGREEMENT dated as of February 28, 2008 among ODYSSEY HEALTHCARE OPERATING A, LP, a Delaware limited partnership (“OpCoA”), ODYSSEY HEALTHCARE OPERATING B, LP, a Delaware limited partnership (“OpCoB”), HOSPICE OF THE PALM COAST, INC., a Florida not for profit corporation (“Palm Coast”), OHC INVESTMENT, INC., a Delaware corporation (“AcquisitionCo”), to be merged with and into VISTACARE, INC., a Delaware corporation, (“Target”), the other Credit Parties signatory hereto; GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation (in its individual capacity, “GE Capital”), for itself, as a Lender, and as Agent for Lenders; BANK OF AMERICA, N.A. and FIFTH THIRD BANK and, as Co-Syndication Agents; SUNTRUST BANK and COMPASS BANK, as Co-Documentation Agents; and the other Lenders signatory hereto from time to time.
AGREEMENT AND PLAN OF MERGER among GENTIVA HEALTH SERVICES, INC., GTO ACQUISITION CORP. and ODYSSEY HEALTHCARE, INC. Dated as of May 23, 2010Merger Agreement • May 24th, 2010 • Odyssey Healthcare Inc • Services-nursing & personal care facilities • Delaware
AGREEMENT AND PLAN OF MERGER (hereinafter referred to as this “Agreement”), dated May 23, 2010, among Gentiva Health Services, Inc., a Delaware corporation (“Parent”), GTO Acquisition Corp., a Delaware corporation and a direct wholly-owned subsidiary of Parent (“Merger Sub”), and Odyssey HealthCare, Inc., a Delaware corporation (the “Company”).
RECITALS:Promissory Note and Warrant Purchase Agreement • December 8th, 2000 • Odyssey Healthcare Inc • Texas
RECITALSRegistration Rights Agreement • December 8th, 2000 • Odyssey Healthcare Inc • Texas
RESTRICTED STOCK AWARD AGREEMENTRestricted Stock Award Agreement • March 10th, 2010 • Odyssey Healthcare Inc • Services-nursing & personal care facilities • Texas
This Award Agreement sets forth the terms of the agreement between you and the Company with respect to the Restricted Shares. By accepting this Award Agreement, you agree to be bound by all of the terms hereof.
AGREEMENT AND PLAN OF MERGER by and among Odyssey HealthCare Holding Company, OHC Investment, Inc. and VistaCare, Inc. Dated as of January 15, 2008Merger Agreement • January 15th, 2008 • Odyssey Healthcare Inc • Services-nursing & personal care facilities • Delaware
AGREEMENT AND PLAN OF MERGER, dated as of January 15, 2008 (this “Agreement”), among Odyssey HealthCare Holding Company, a Delaware corporation (“Parent”), OHC Investment, Inc., a Delaware corporation and a direct wholly owned subsidiary of Parent (“Merger Sub”), and VistaCare, Inc., a Delaware corporation (the “Company”).
VistaCare, Inc. 4800 North Scottsdale Road Suite 5000 Scottsdale, AZ 85251Confidentiality Agreement • January 30th, 2008 • Odyssey Healthcare Inc • Services-nursing & personal care facilities • Delaware
In connection with your consideration of a possible negotiated transaction (a “Possible Transaction”) with VistaCare Inc. and its subsidiaries, affiliates or divisions (collectively, with such subsidiaries, affiliates and divisions, the “Company”), the Company is prepared to make available to you and your Representatives (as hereinafter defined) certain information concerning the business, financial condition, operations, prospects, assets and liabilities of the Company. As a condition to such information being furnished to you and your Representatives, you agree that you will, and will cause your Representatives to, treat the Evaluation Material (as hereinafter defined) in accordance with the provisions of this letter agreement and take or abstain from taking certain other actions as set forth herein. The term “Representatives” shall include the members, directors, officers, employees, agents, partners and advisors of a party and those of its subsidiaries, affiliates and/or divisions
FIRST AMENDMENT TO THE AMENDED AND RESTATED EMPLOYMENT AGREEMENT by and between ODYSSEY HEALTHCARE, INC. andEmployment Agreement • August 13th, 2010 • Odyssey Healthcare Inc • Services-nursing & personal care facilities
THIS FIRST AMENDMENT (this “Amendment”) to the Agreement (as defined below) is dated August 9, 2010, to be effective as of May 23, 2010 (the “Amendment Effective Date”) and is made by and between Odyssey HealthCare, Inc., a Delaware corporation (the “Company”), and R. Dirk Allison (“Employee”).
FIRST AMENDMENT TO THE AMENDED AND RESTATED EMPLOYMENT AGREEMENT by and between ODYSSEY HEALTHCARE, INC. and ROBERT A. LEFTONEmployment Agreement • August 13th, 2010 • Odyssey Healthcare Inc • Services-nursing & personal care facilities
THIS FIRST AMENDMENT (this “Amendment”) to the Agreement (as defined below) is dated August 9, 2010, to be effective as of May 23, 2010 (the “Amendment Effective Date”) and is made by and between Odyssey HealthCare, Inc., a Delaware corporation (the “Company”), and Robert A. Lefton (“Employee”).
ODYSSEY HEALTH CARE, INC. RESTRICTED STOCK UNIT AWARD AGREEMENT ADDITIONAL INCENTIVE BASED RSU AWARDRestricted Stock Unit Award Agreement • February 26th, 2007 • Odyssey Healthcare Inc • Services-nursing & personal care facilities • Texas
This Agreement sets forth the terms of the agreement between you and the Company with respect to the Restricted Stock Units. By accepting this Agreement, you agree to be bound by all of the terms hereof.
FIRST AMENDMENT TO THE AMENDED AND RESTATED EMPLOYMENT AGREEMENT by and between ODYSSEY HEALTHCARE, INC. and CRAIG P. GOGUENEmployment Agreement • August 13th, 2010 • Odyssey Healthcare Inc • Services-nursing & personal care facilities
THIS FIRST AMENDMENT (this “Amendment”) to the Agreement (as defined below) is dated August 9, 2010, to be effective as of May 23, 2010 (the “Amendment Effective Date”) and is made by and between Odyssey HealthCare, Inc., a Delaware corporation (the “Company”), and Craig P. Goguen (“Employee”).
EMPLOYMENT AGREEMENT by and between ODYSSEY HEALTHCARE, INC. and CRAIG P. GOGUEN dated July 26, 2007Employment Agreement • July 30th, 2007 • Odyssey Healthcare Inc • Services-nursing & personal care facilities • Texas
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into July 26, 2007 to be effective as of August 20, 2007 (the “Effective Date”), by and between Odyssey HealthCare, Inc., a Delaware corporation (the “Company”), and Craig P. Goguen (“Employee”).
CONSENT, WAIVER AND AMENDMENT NO. 3 TO CREDIT AGREEMENTCredit Agreement • October 4th, 2006 • Odyssey Healthcare Inc • Services-nursing & personal care facilities
This CONSENT, WAIVER AND AMENDMENT NO. 3 TO CREDIT AGREEMENT (this “Amendment”) is dated as of September 29, 2006, and is by and among GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation, individually as sole Lender and as Agent for the Lenders (“Agent”), ODYSSEY HEALTHCARE OPERATING A, LP, a Delaware limited partnership (“OpCoA”), ODYSSEY HEALTHCARE OPERATING B, LP, a Delaware limited partnership (“OpCoB”), HOSPICE OF THE PALM COAST, INC., a Florida not for profit corporation (“Palm Coast”; OpCoA, OpCoB and Palm Coast being referred to together as the “Borrowers” and each individually as a “Borrower”), and the other Credit Parties signatory hereto.
EMPLOYMENT AGREEMENT by and between ODYSSEY HEALTHCARE, INC. and BRENDA A. BELGER dated effective as of August 1, 2005Employment Agreement • November 9th, 2005 • Odyssey Healthcare Inc • Services-nursing & personal care facilities • Texas
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into effective as of August 1, 2005 (the “Effective Date”), by and between Odyssey HealthCare, Inc., a Delaware corporation (the “Company”), and Brenda A. Belger (“Employee”).
EXHIBIT 4.5 This certificate also evidences and entitles the holder hereof to certain Rights as set forth in a Rights Agreement, between the Corporation and U.S. Stock Transfer Corporation, dated as of November 5, 2001, as it may be amended (the...Rights Agreement • November 5th, 2001 • Odyssey Healthcare Inc • Services-nursing & personal care facilities
This certificate also evidences and entitles the holder hereof to certain Rights as set forth in a Rights Agreement, between the Corporation and U.S. Stock Transfer Corporation, dated as of November 5, 2001, as it may be amended (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of the Corporation. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Corporation will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request therefor. As described in the Rights Agreement, Rights issued to or acquired by any Acquiring Person or any Affiliate or Associate thereof (each as defined in the Rights Agreement), whether currently held by or on behalf of such Person or by any subsequent holder, shall, under ce
AGREEMENTEmployment Agreement • July 5th, 2007 • Odyssey Healthcare Inc • Services-nursing & personal care facilities • Texas
THIS AGREEMENT (the “Agreement”), dated as of June 29, 2007 (the “Effective Time”), is made and entered into by and among Odyssey HealthCare, Inc., a Delaware corporation (the “Company”), and Deborah A. Hoffpauir (“Employee”).
ODYSSEY HEALTHCARE, INC. 2001 EQUITY-BASED COMPENSATION PLAN MANAGEMENT STOCK OPTION AGREEMENTManagement Stock Option Agreement • October 12th, 2005 • Odyssey Healthcare Inc • Services-nursing & personal care facilities • Delaware
This Agreement is made and entered into as of the Grant Date (as defined below) by and between Odyssey HealthCare, Inc., a Delaware corporation (the “Company”) and Robert A. Lefton (the “Optionee”):
STOCKHOLDER AGREEMENTStockholder Agreement • January 15th, 2008 • Odyssey Healthcare Inc • Services-nursing & personal care facilities • Delaware
THIS STOCKHOLDER AGREEMENT, dated as of January 15, 2008 (this “Agreement”), is made and entered into by and among Odyssey HealthCare Holding Company, a Delaware corporation (“Parent”), OHC Investment, Inc., a Delaware corporation and a direct wholly-owned subsidiary of Parent (“Merger Sub”), and the undersigned stockholder (“Stockholder”).
