UNDERWRITING AGREEMENTUnderwriting Agreement • April 11th, 2008 • Almost Family Inc • Services-social services • New York
Exhibit 10.1 ASSET PURCHASE AGREEMENT This is an Asset Purchase Agreement dated as of November 15, 2006 (the "Agreement"), among (i) Almost Family, Inc., a Delaware corporation, Caretenders Visiting Services of Cook County, LLC, an Illinois limited...Stock Pledge Agreement • December 7th, 2006 • Almost Family Inc • Services-social services • Florida
CREDIT AGREEMENT dated as of July 15, 2008 among ALMOST FAMILY, INC. The Lenders Party Hereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent FIFTH THIRD BANK, as Syndication Agent ________________________________________ J.P. MORGAN SECURITIES...Credit Agreement • July 18th, 2008 • Almost Family Inc • Services-social services • Kentucky
THIS CREDIT AGREEMENT is dated as of July 15, 2008 and entered into among [i] ALMOST FAMILY, INC., a Delaware corporation (“Borrower”), [ii] the LENDERS party hereto, and [iii] JPMORGAN CHASE BANK, N.A., as Administrative Agent.
Exhibit 10.11 ASSET PURCHASE AGREEMENT This is an Asset Purchase Agreement dated as of November 12, 2005 (the "Agreement"), between (i) Caretenders Visiting Services of St. Augustine, LLC (the "Buyer"), and (ii) Flagler Hospital, Inc., a Florida...Asset Purchase Agreement • March 31st, 2006 • Almost Family Inc • Services-social services • Florida
PageCredit Agreement • August 5th, 2009 • Almost Family Inc • Services-social services • Kentucky
THIS CREDIT AGREEMENT is dated as of July 15, 2008 and entered into among [i] ALMOST FAMILY, INC., a Delaware corporation (“Borrower”), [ii] the LENDERS party hereto, and [iii] JPMORGAN CHASE BANK, N.A., as Administrative Agent.
Exhibit 2.1 ASSET PURCHASE AGREEMENT This is an Asset Purchase Agreement dated as of March 29, 2005 (the "Agreement"), by and among (i) Caretenders Visiting Services of District 6, LLC, a Kentucky limited liability company (the "Buyer"), (ii) Manatee...Asset Purchase Agreement • May 13th, 2005 • Almost Family Inc • Services-social services • Florida
RECITALSLoan Documents • August 15th, 2005 • Almost Family Inc • Services-social services • Kentucky
EXHIBIT 4 --------------------------------------------- STOCKHOLDER PROTECTION RIGHTS AGREEMENT --------------------------------------------- February 1, 1999Stockholder Protection Rights Agreement • February 19th, 1999 • Caretenders Health Corp • Services-home health care services • Delaware
Exhibit 10.2 ASSET PURCHASE AGREEMENT This is an Asset Purchase Agreement dated as of November 15, 2006 (the "Agreement"), among (i) Almost Family, Inc., a Delaware corporation, Caretenders Visiting Services of Ocala, LLC, a Florida limited liability...Asset Purchase Agreement • December 7th, 2006 • Almost Family Inc • Services-social services • Florida
AGREEMENT AGREEMENT made as of the 1st of July, 1994, between NATIONAL HEALTH INDUSTRIES, INC., a Delaware corporation, with its principal office at 9200 Shelbyville Road, Louisville, Kentucky 40222 (hereinafter referred to as "Management Co."), and...Agreement • July 14th, 1998 • Caretenders Health Corp • Services-home health care services • Kentucky
AMENDED AND RESTATED CREDIT AGREEMENT dated as of December 5, 2016 among ALMOST FAMILY, INC. The Lenders Party Hereto JPMORGAN CHASE BANK, N.A., as Administrative Agent CAPITAL ONE, NATIONAL ASSOCIATION and BANK OF AMERICA, N.A., as Co-Syndication...Credit Agreement • December 7th, 2016 • Almost Family Inc • Services-social services • Kentucky
AMENDED AND RESTATED CREDIT AGREEMENT dated as of December 5, 2016 among (i) ALMOST FAMILY INC., a Delaware corporation (“Borrower”), (ii) the LENDERS from time to time party hereto and (iii) JPMORGAN CHASE BANK, N.A., as Administrative Agent and the Issuing Bank.
DISTRIBUTION AGREEMENTTerms Agreement • August 5th, 2009 • Almost Family Inc • Services-social services • New York
by and amongPurchase Agreement • August 15th, 2005 • Almost Family Inc • Services-social services • Delaware
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • November 1st, 2007 • Almost Family Inc • Services-social services • Kentucky
This is an Asset Purchase Agreement dated as of October 23, 2007 (the "Agreement"), among (i) Almost Family, Inc., a Delaware corporation, Caretenders Visiting Services of Hernando County, LLC, a Florida limited liability company, Caretenders Visiting Services of Pinellas County, LLC, a Florida limited liability company, and Mederi Caretenders VS of Tampa, LLC, a Florida limited liability company (each a “Buyer” and collectively, "Buyers"), (ii) Quality of Life Holdings, Inc., a Florida corporation, Quality of Life Home Health Services, Inc., a Florida corporation, Quality of Life Home Health Services of Hillsborough, Inc., a Florida corporation, Quality of Life Homecare of Hernando, Inc., a Florida corporation (each a "Seller" and collectively, "Sellers"), and (iii) Michael Moses, James Heenan and Rosalind M. Heenan (each a "Seller Affiliate" and collectively, "Seller Affiliates"). Sellers and Seller Affiliates shall each be a "Selling Party" and referred to collectively as "Selling P
ContractSecurity Agreement • February 18th, 2015 • Almost Family Inc • Services-social services • Kentucky
JPMORGAN CHASE BANK, N.A.Almost Family Inc • February 27th, 2015 • Services-social services
Re: Credit Agreement dated as of December 2, 2010 among Almost Family, Inc. (“AFAM”), JPMorgan Chase Bank, N.A. as a Lender and as Administrative Agent thereunder, and the other Lenders parties thereto (the “Credit Agreement”)
ASSETS PURCHASE AGREEMENT This is an Assets Purchase Agreement dated as of January 9, 1998 (the "Agreement"), by and among (i) Caretenders Visiting Services of Southeast Florida, Inc., a Kentucky corporation (the "Buyer"), and (ii) Visiting Nurse...Assets Purchase Agreement • July 14th, 1998 • Caretenders Health Corp • Services-home health care services • Kentucky
STOCK PLEDGE AGREEMENTStock Pledge Agreement • November 1st, 2007 • Almost Family Inc • Services-social services
This Stock Pledge Agreement is entered into and made effective as of October 26, 2007, between (i) Almost Family, Inc. (“Secured Party” or “AFAM”), a Delaware corporation; and (ii) Quality of Life Holdings, Inc., a Florida corporation (“Pledgor”). The Secured Party, and the Pledgor may hereinafter be referred to individually as a “Party” and collectively, as “Parties.”
ContractAssignment and Assumption • December 8th, 2010 • Almost Family Inc • Services-social services • Kentucky
ALMOST FAMILY, INC.Restricted Stock Award Agreement • May 10th, 2017 • Almost Family Inc • Services-social services
This is a STOCK OPTION AGREEMENT (the "Agreement") dated as of ____________________, (the "Grant Date") by and between Almost Family, Inc. (the "Company"), and ________________________ (the "Optionee").
RecitalsExecutive Change of Control Security Agreement • May 12th, 2006 • Almost Family Inc • Services-social services • Kentucky
AMENDED AND RESTATED PLEDGE AGREEMENTPledge Agreement • December 7th, 2016 • Almost Family Inc • Services-social services
THIS AMENDED AND RESTATED PLEDGE AGREEMENT (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “Agreement”), dated as of December 5, 2016, is made by ALMOST FAMILY, INC., a Delaware corporation (“Borrower”), the Subsidiaries of the Borrower listed on the signature pages hereto (together with the Borrower, the “Initial Pledgors,” and together with any additional Subsidiaries, whether now existing or hereafter formed or acquired which become parties to this Agreement by executing a Pledge Supplement hereto in substantially the form of Exhibit A, the “Pledgors” and each, a “Pledgor “) for the benefit of JPMORGAN CHASE BANK, N.A. acting as Administrative Agent (“Administrative Agent”) pursuant to the Amended and Restated Credit Agreement dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”; certain capitalized terms used in this Agreement have the meanings assigned to suc
AMENDED AND RESTATED GUARANTYAlmost Family Inc • December 7th, 2016 • Services-social services • Kentucky
THIS AMENDED AND RESTATED GUARANTY (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “Guaranty”) is made and entered into as of December 5, 2016, by and among (i) each of the SUBSIDIARY GUARANTORS identified as such on the signature pages to this Guaranty (together with any additional Subsidiaries of the Borrower which become parties to this Guaranty by executing a supplement hereto in the form attached as Annex I, the “Guarantors”), and (ii) JPMORGAN CHASE BANK, N.A., acting as Administrative Agent (“Administrative Agent”), for the benefit of the SECURED PARTIES (as defined in that certain Amended and Restated Credit Agreement dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”; certain capitalized terms used in this Guaranty have the meanings assigned to such terms in the Credit Agreement unless expressly otherwise defined in this Guaranty and are incorporated by
AGREEMENT AND PLAN OF MERGER AMONG LHC GROUP, INC., HAMMER MERGER SUB, INC. and ALMOST FAMILY, INC. DATED AS OF NOVEMBER 15, 2017Agreement and Plan of Merger • November 16th, 2017 • Almost Family Inc • Services-social services • Delaware
THIS AGREEMENT AND PLAN OF MERGER, dated as of November 15, 2017 (this “Agreement”), is among LHC Group, Inc., a Delaware corporation (“Hammer”), Hammer Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Hammer (“Merger Sub”), and Almost Family, Inc., a Delaware corporation (“Sledge”). Each of Hammer, Merger Sub and Sledge is sometimes referred to herein as a “Party” and collectively as the “Parties.” Capitalized terms used but not otherwise defined herein have the meanings ascribed to them in Article 1.
AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • March 6th, 2009 • Almost Family Inc • Services-social services
This is an Amendment to the Employment Agreement originally effective January 1, 1996 between Almost Family, Inc. (f/k/a Caretenders Health Corp.) (the "Corporation") and William B. Yarmuth (the "Employee"), which Amendment shall be effective January 1, 2009.
FOURTH AMENDMENT TO CREDIT AGREEMENTCredit Agreement • March 2nd, 2016 • Almost Family Inc • Services-social services • Kentucky
THIS FOURTH AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is made and entered into effective as of November 4, 2015, by and among: [i] ALMOST FAMILY, INC., a Delaware corporation (“AFI”); [ii] JPMORGAN CHASE BANK, N.A., a national banking association, as Administrative Agent and for itself as a Lender described in the Credit Agreement defined below (the “Agent”); [iii] BANK OF AMERICA, N.A., a national banking association, as Syndication Agent and for itself as a Lender (“BOA”); [iv] FIFTH THIRD BANK, an Ohio banking corporation, as Documentation Agent and for itself as a Lender (“FTB”); and [v] REGIONS BANK, an Alabama banking corporation for itself as a Lender (“RB”)(Agent, BOA, FTB and RB are collectively referred to herein as the “Lenders”).
FIFTH AMENDMENT TO LOAN DOCUMENTSLoan Documents • March 12th, 2008 • Almost Family Inc • Services-social services • Kentucky
THIS FIFTH AMENDMENT TO LOAN DOCUMENTS (the “Amendment”) is made and entered into effective as of December 4, 2007, by and among [i]ALMOST FAMILY, INC., a Delaware corporation (“AFI”), [ii] each of the Subsidiaries of AFI that is a party to this Amendment (and whether a party pursuant to the execution and delivery of this Amendment by the Subsidiary, or by AFI as agent for same, all of which are Borrowers for the purposes of the Loan Agreement and the other Loan Documents as modified by this Amendment), and [iii] JPMORGAN CHASE BANK, N.A., a national banking association (in its individual capacity, “Chase”), for itself as a Lender and as Agent for the Lenders (“Agent”).
SHARE PURCHASE AGREEMENT by and among NATIONAL HEALTH INDUSTRIES, INC., ALMOST FAMILY, INC., BRACOR, INC. and THE SHAREHOLDERS OF BRACOR, INC. dated as of February 24, 2015Share Purchase Agreement • February 27th, 2015 • Almost Family Inc • Services-social services • Delaware
THIS SHARE PURCHASE AGREEMENT (this “Agreement”) dated as of February 24, 2015, is entered into by and among National Health Industries, Inc., a Kentucky corporation (“Buyer”), Almost Family, Inc., a Delaware corporation (“Parent”), Bracor, Inc., a New York corporation (the “Company”), and each of the Persons executing this Agreement as a Seller (each, a “Seller” and collectively, “Sellers”). Each of Buyer, Parent, the Company and Sellers is referred to in this Agreement individually as a “Party” and together as the “Parties.” Capitalized terms not otherwise defined in this Agreement have the meanings given to such terms in Article I.
ContractCredit Agreement • February 18th, 2015 • Almost Family Inc • Services-social services • Kentucky
AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF AF-CH-HH, LLC (a Delaware Limited Liability Company)Limited Liability Company Agreement • January 6th, 2017 • Almost Family Inc • Services-social services • Delaware
This Amended and Restated Limited Liability Company Agreement (the “Agreement”) is entered into and effective as of December 31, 2016, by and between CHS/COMMUNITY HEALTH SYSTEMS, INC., a Delaware corporation (“CHS”), and NATIONAL HEALTH INDUSTRIES, INC., a Delaware corporation (“AFAM”).
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • May 12th, 2008 • Almost Family Inc • Services-social services • Florida
This is an Asset Purchase Agreement dated as of March 24, 2008 (the "Agreement"), among (i) Caretenders of Jacksonville, LLC, a Florida limited liability company (“Buyer”), (ii) Almost Family, Inc., a Delaware corporation (“Parent”), (iii) Apex Home Healthcare Services, L.L.C., a Florida limited liability company (“Apex Healthcare”) and Apex Health and Rehab Center L.L.C., a Florida limited liability company (“Apex Rehab”) (each a "Seller" and collectively, the “Sellers”), and (iv) Nancy Ralston, James Spriggs, III, Robert G. Young, Lorrie Snyder, Joann Sorensen and James Spriggs, Jr. (each a "Seller Affiliate" and collectively, "Seller Affiliates").
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 1st, 2007 • Almost Family Inc • Services-social services • Kentucky
This is a Registration Rights Agreement (“Agreement”) dated as of October 26, 2007, by and among Almost Family, Inc., a Delaware corporation (“Company”), and Quality of Life Holdings, Inc., a Florida corporation ("Holder").
CONFIDENTIALITY, NONSOLICITATION AND NONCOMPETITION AGREEMENTConfidentiality, Nonsolicitation And • November 1st, 2007 • Almost Family Inc • Services-social services • Kentucky
This is a Confidentiality, Nonsolicitation and Noncompetition Agreement dated as of October 26, 2007, among (i) Almost Family, Inc., a Delaware corporation, Caretenders Visiting Services of Hernando County, LLC, a Florida limited liability company, Mederi Caretenders VS of Tampa, LLC, a Florida limited liability company, and Caretenders Visiting Services of Pinellas County, LLC, a Florida limited liability company (each, a “Protected Party”, and collectively, "Protected Parties"), and (ii) Quality of Life Holdings, Inc., a Florida corporation, Quality of Life Home Health Services, Inc., a Florida corporation, Quality of Life Home Health Services of Hillsborough, Inc., a Florida corporation, Quality of Life Homecare of Hernando, Inc., a Florida corporation, Michael Moses, James Heenan and Rosalind M. Heenan (each a “Restricted Party” and collectively, "Restricted Parties").
STOCK PURCHASE AGREEMENT by and among NATIONAL HEALTH INDUSTRIES, INC., ALMOST FAMILY, INC., and BRACOR, INC. dated as of February 24, 2015Stock Purchase Agreement • February 27th, 2015 • Almost Family Inc • Services-social services • Delaware
THIS STOCK PURCHASE AGREEMENT (this “Agreement”) dated as of February 24, 2015, is entered into by and among National Health Industries, Inc., a Kentucky corporation (“Buyer”), Almost Family, Inc., a Delaware corporation (“Parent”), and Bracor, Inc., a New York corporation (the “Holding Company”), Each of Buyer, Parent and the Holding Company is referred to in this Agreement individually as a “Party” and together as the “Parties.” Capitalized terms not otherwise defined in this Agreement have the meanings given to such terms in Article I.
AMENDED AND RESTATED SECURITY AGREEMENTSecurity Agreement • December 7th, 2016 • Almost Family Inc • Services-social services • Kentucky
THIS AMENDED AND RESTATED SECURITY AGREEMENT (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “Agreement”) is made and entered into as of December 5, 2016, by and among (i) ALMOST FAMILY, INC., a Delaware corporation (“Borrower”), (ii) each of the SUBSIDIARY GUARANTORS identified as such on the signatures pages to this Agreement (together with any additional Subsidiaries of the Borrower which become parties to this Agreement by executing a supplement hereto in the form attached as Annex I, collectively with the Borrower, the “Grantors”), and (iii) JPMORGAN CHASE BANK, N.A., acting as Administrative Agent (“Administrative Agent”) pursuant to the Amended and Restated Credit Agreement dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”; certain capitalized terms used in this Agreement have the meanings assigned to such terms in the Credit Agreement unless expressly o
