EXCHANGE AGENT AGREEMENT (this “Agreement”)Exchange Agent Agreement • October 27th, 2010 • Odyssey HealthCare of Marion County, Inc. • Services-nursing & personal care facilities • New York
Gentiva Health Services, Inc., a Delaware corporation (the “Company”), proposes to make an offer (the “Exchange Offer”) to exchange all of its outstanding 11.5% Senior Notes due 2018 (the “Unregistered Securities”) for its 11.5% Senior Notes due 2018 (the “Registered Securities” and together with the Unregistered Securities, “Securities”). The terms and conditions of the Exchange Offer as currently contemplated are set forth in a prospectus, to be dated on or about , 2010 (the “Prospectus”), proposed to be distributed to all record holders of the Unregistered Securities. The Unregistered Securities and the Registered Securities are collectively referred to herein as the “Securities.”
