EXHIBIT 10.5 EMPLOYMENT AGREEMENT -------------------- This EMPLOYMENT AGREEMENT dated as of August 1, 2005, between NATIONAL HOME HEALTH CARE CORP., a Delaware corporation having an address at 700 White Plains Road, Scarsdale, New York 10583 (the...Employment Agreement • October 31st, 2005 • National Home Health Care Corp • Services-home health care services • New York
RECITALSAsset Purchase Agreement • June 11th, 1997 • National Home Health Care Corp • Services-home health care services • New York
TOEmployment Agreement • October 29th, 1996 • National Home Health Care Corp • Services-home health care services • New York
REVOLVING CREDIT NOTE $7,500,000.00 (U.S.) October 24, 2001 FOR VALUE RECEIVED, NATIONAL HOME HEALTH CARE CORP., a Delaware corporation, HEALTH ACQUISITION CORP., a New York corporation, NEW ENGLAND HOME CARE, INC., a Connecticut corporation,...National Home Health Care Corp • December 14th, 2001 • Services-home health care services
TOEmployment Agreement • October 28th, 1999 • National Home Health Care Corp • Services-home health care services • New York
EXHIBIT 10.3 AMENDED AND RESTATED EMPLOYMENT AGREEMENT Amended and Restated Employment Agreement, dated as of December 1, 1998, by and between NATIONAL HOME HEALTH CARE CORP., with offices at 700 White Plains Road, Scarsdale, New York 10583...Employment Agreement • March 16th, 1999 • National Home Health Care Corp • Services-home health care services • New York
CREDIT AGREEMENT AMENDMENT NO. 1 By and Among NATIONAL HOME HEALTH CARE CORP., HEALTH ACQUISITION CORP., NEW ENGLAND HOME CARE, INC., ACCREDITED HEALTH SERVICES, INC., CONNECTICUT STAFFING WORKS CORP., IMPRESSIVE STAFFING CORP., NEW JERSEY STAFFING...Credit Agreement • October 29th, 2004 • National Home Health Care Corp • Services-home health care services
THIRD AMENDMENT TO AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • October 29th, 2001 • National Home Health Care Corp • Services-home health care services • New York
CREDIT AGREEMENT This CREDIT AGREEMENT, dated as of October 24, 2001, between NATIONAL HOME HEALTH CARE CORP., a Delaware corporation ("National"), HEALTH ACQUISITION CORP., a New York corporation, NEW ENGLAND HOME CARE, INC., a Connecticut...Credit Agreement • December 14th, 2001 • National Home Health Care Corp • Services-home health care services • New York
SECOND AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • October 27th, 2000 • National Home Health Care Corp • Services-home health care services • New York
REVOLVING CREDIT NOTE --------------------- $7,500,000.00 (U.S.) October 24, 2001 FOR VALUE RECEIVED, NATIONAL HOME HEALTH CARE CORP., a Delaware corporation, HEALTH ACQUISITION CORP., a New York corporation, NEW ENGLAND HOME CARE, INC., a Connecticut...Credit Note • December 14th, 2001 • National Home Health Care Corp • Services-home health care services
EMPLOYMENT AGREEMENTEmployment Agreement • April 10th, 2007 • National Home Health Care Corp • Services-home health care services • New York
This Employment Agreement dated as of November 28, 2006, between National Home Health Care Corp., a Delaware corporation having an address at 700 White Plains Road, Scarsdale, New York 10583 (the “Company”), and Robert P. Heller, an individual having an address at 700 White Plains Road, Scarsdale, New York 10583 (“Employee”).
AMENDMENT NO.1 TO EMPLOYMENT AGREEMENTEmployment Agreement • June 7th, 2007 • National Home Health Care Corp • Services-home health care services • New York
This Amendment No.1 to Employment Agreement, dated as of June 4, 2007 (this “Amendment”), between National Home Health Care Corp., a Delaware corporation having an address at 700 White Plains Road, Scarsdale, New York 10583 (the “Company”), and Steven Fialkow, an individual having an address at 700 White Plains Road, Scarsdale, New York 10583 (“Employee”).
AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER dated as of May 9, 2007 by and among NATIONAL HOME HEALTH CARE CORP., AG HOME HEALTH ACQUISITION CORP. and AG HOME HEALTH LLCAgreement and Plan of Merger • May 18th, 2007 • National Home Health Care Corp • Services-home health care services • Delaware
THIS AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of May 9, 2007, is entered into by and among National Home Health Care Corp., a Delaware corporation (the “Company”), AG Home Health Acquisition Corp., a Delaware corporation (“Acquisition Corp.”), and AG Home Health LLC,a Delaware limited liability company (“Parent”).
VOTING AGREEMENTVoting Agreement • April 27th, 2007 • National Home Health Care Corp • Services-home health care services • Delaware
This VOTING AGREEMENT (this “Agreement”) is entered into as of November 28, 2006, by and among AG Home Health LLC, a Delaware limited liability company (“Parent”), AG Home Health Acquisition Corp., a Delaware corporation (“Acquisition Corp.”), and each of the persons listed on Schedule A hereto (each a “Principal Shareholder” and, collectively, the “Principal Shareholders”). Each capitalized term used but not otherwise defined herein shall have the meaning ascribed to such term in the Agreement and Plan of Merger, dated as of the date hereof (as amended, supplemented and otherwise modified from time to time, the “Merger Agreement”), by and among Parent, Acquisition Corp. and National Home Health Care Corp., a Delaware corporation (the “Company”).
ContractNational Home Health Care Corp • April 10th, 2007 • Services-home health care services
THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS NOTE UNDER SAID ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY AND ITS COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED. THIS NOTE IS SUBJECT TO THE INTERCREDITOR AGREEMENT REFERRED TO HEREIN, A COPY OF WHICH MAY BE OBTAINED AT THE PRINCIPAL OFFICE OF THE COMPANY.
CONSULTING AGREEMENTConsulting Agreement • March 19th, 2007 • National Home Health Care Corp • Services-home health care services • New York
Consulting Agreement (this “Agreement”), dated as of November 28, 2006, by and between National Home Health Care Corp., a Delaware corporation having an address at 700 White Plains Road, Scarsdale, New York 10583 (the “Company”), and Frederick H. Fialkow, an individual having an address at 2940 Bent Cypress Road, Wellington, Florida 33414 (the “Consultant”).
TERMINATION AGREEMENTTermination Agreement • June 7th, 2007 • National Home Health Care Corp • Services-home health care services • New York
Termination Agreement (this “Agreement”), dated as of June 4, 2007, by and between National Home Health Care Corp., a Delaware corporation having an address at 700 White Plains Road, Scarsdale, New York 10583 (the “Company”), and Frederick H. Fialkow, an individual having an address at 2940 Bent Cypress Road, Wellington, Florida 33414 (the “Consultant”).
CONTRIBUTION AGREEMENTContribution Agreement • January 30th, 2007 • National Home Health Care Corp • Services-home health care services • New York
This CONTRIBUTION AGREEMENT, dated as of November 28, 2006 (this “Agreement”), by and among National Home Health Care Corp., a Delaware corporation (the “Company”), AG Home Health Acquisition Corp., a Delaware corporation (“Acquisition Corp.”), AG Home Health LLC, a Delaware limited liability company (the “Parent”), and Frederick Fialkow, an individual (“Fialkow”).
AMENDMENT NO. 1 TO AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • June 7th, 2007 • National Home Health Care Corp • Services-home health care services • Delaware
AMENDMENT No. 1, dated as of June 4, 2007 (this “Amendment”), to the Merger Agreement (as defined below), by and among National Home Health Care Corp., a Delaware corporation (the “Company”), AG Home Health Acquisition Corp., a Delaware corporation (“Acquisition Corp.”), and AG Home Health LLC,a Delaware limited liability company (“Parent”).
AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • April 27th, 2007 • National Home Health Care Corp • Services-home health care services • Delaware
AMENDMENT No. 1, dated as of April 2, 2007 (this “Amendment”), to the Merger Agreement (as defined below), by and among National Home Health Care Corp., a Delaware corporation (the “Company”), AG Home Health Acquisition Corp., a Delaware corporation (“Acquisition Corp.”), and AG Home Health LLC, a Delaware limited liability company (“Parent”).
STANDARD FORM OF OFFICE LEASE The Real Estate Board of New York, Inc. ====================================================== AGREEMENT OF LEASE, made as of this __th day of September 2000, between 175-20 HILLSIDE AVENUE ASSOCIATES, (a limited...National Home Health Care Corp • December 15th, 2000 • Services-home health care services • New York
SECOND AMENDMENT TO LEASELease • April 10th, 2007 • National Home Health Care Corp • Services-home health care services • New York
This Second Amendment to Lease (this “Second Amendment”) is entered into as of the ____ day of _________, 2007 (the “Effective Date”) by and between the 175-20 Hillside Avenue Associates (“Hillside” or “Landlord”), as Landlord, and Allen Health Care Services, Inc. (“Allen” or “Tenant”), as Tenant.
SECURITY AGREEMENTSecurity Agreement • June 20th, 2006 • National Home Health Care Corp • Services-home health care services • New York
SECURITY AGREEMENT, dated as of April 28, 2006 (this “Security Agreement”), by and among NATIONAL HMO (N.Y.) INC., a Delaware corporation, HEALTH ACQUISITION CORP., a New York corporation, NEW ENGLAND HOME CARE, INC., a Connecticut corporation, ACCREDITED HEALTH SERVICES, INC., a New Jersey corporation, CONNECTICUT STAFFING WORKS CORP., a Connecticut corporation, and MEDICAL RESOURCES HOME HEALTH CORP., a Delaware corporation (individually a “Borrower” and collectively the “Borrowers”), NATIONAL HOME HEALTH CARE CORP., a Delaware corporation (the “Guarantor”), each of the Subsidiaries of any Borrower from time to time party hereto (each of the Borrowers, the Guarantor and each such Subsidiary, individually, a “Grantor” and collectively as the “Grantors”) and BANK OF AMERICA, N.A. (the “Bank”).
CREDIT AGREEMENT by and among NATIONAL HMO (N.Y.) INC., HEALTH ACQUISITION CORP., NEW ENGLAND HOME CARE, INC., ACCREDITED HEALTH SERVICES, INC., MEDICAL RESOURCES HOME HEALTH CORP., and CONNECTICUT STAFFING WORKS CORP., as Borrowers NATIONAL HOME...Credit Agreement • June 20th, 2006 • National Home Health Care Corp • Services-home health care services • New York
CREDIT AGREEMENT, dated as of April 28, 2 by and among NATIONAL HMO (N.Y.) INC., a Delaware corporation, HEALTH ACQUISITION CORP., a New York corporation, NEW ENGLAND HOME CARE, INC., a Connecticut corporation, ACCREDITED HEALTH SERVICES, INC., a New Jersey corporation, CONNECTICUT STAFFING WORKS CORP., a Connecticut corporation, and MEDICAL RESOURCES HOME HEALTH CORP., a Delaware corporation (individually a “Borrower” and collectively the “Borrowers”), and BANK OF AMERICA, N.A., a national banking association (the “Bank”),
AG HOME HEALTH ACQUISITION CORP., AG HOME HEALTH LLC c/o Angelo Gordon & Co. 245 Park Avenue New York, New York 10167 August 30, 2007National Home Health Care Corp • August 30th, 2007 • Services-home health care services
Reference is made to that certain Amended and Restated Agreement and Plan of Merger dated as of May 9, 2007, as amended by Amendment No. 1 dated June 4, 2007 (collectively, the “Merger Agreement”), by and among National Home Health Care Corp., a Delaware corporation (the “Company”), AG Home Health Acquisition Corp., a Delaware corporation (“Acquisition Corp.”), and AG Home Health LLC, a Delaware limited liability company (“Parent”). Acquisition Corp. and the Parent desire to extend the termination date of the Merger Agreement on the same terms, provisions and conditions that presently exist in the Merger Agreement, except as modified by the terms and conditions below:
PROMISSORY NOTENational Home Health Care Corp • June 20th, 2006 • Services-home health care services
For value received, on the Expiration Date set forth in the Credit Agreement (hereinafter defined), NATIONAL HMO (N.Y.) INC., a Delaware corporation, HEALTH ACQUISITION CORP., a New York corporation, NEW ENGLAND HOME CARE, INC., a Connecticut corporation, ACCREDITED HEALTH SERVICES, INC., a New Jersey corporation. CONNECTICUT STAFFING WORKS CORP., a Connecticut corporation, and MEDICAL RESOURCES HOME HEALTH CORP., a Delaware corporation, each having an address c/o National Home Health Care Corp. at 700 White Plains Road, Suite 275, Scarsdale, New York 10583 (individually, a “Borrower” and collectively, the “Borrowers”). hereby jointly and severally promise to pay to the order of BANK OF AMERICA, N.A., having an office at 1185 Avenue of the Americas, New York, New York 10036 (the “Bank”), at such office of the Bank or at such other place as the holder hereof may from time to time appoint in writing, in lawful money of the United States of America in immediately available funds, the prin
