JOINDER AGREEMENT
Exhibit 10.7
EXECUTION VERSION
August 17, 2010
BARCLAYS CAPITAL INC.
BANC OF AMERICA SECURITIES LLC,
As Representatives of the Initial Purchasers
c/o Barclays Capital Inc.
000 Xxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Ladies and Gentlemen:
Reference is hereby made to that purchase agreement (the “Purchase Agreement”) dated as of August 12, 2010 among Gentiva Health Services, Inc., a Delaware corporation (the “Company”) and the Initial Purchasers relating to the issuance and sale to the Initial Purchaser of $325,000,000 aggregate principal amount of 11.5% Senior Notes due 2018 (the “Notes”). Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to such terms in the Purchase Agreement.
In connection with the Acquisition, the undersigned have guaranteed the Notes. This Joinder Agreement is being executed and delivered by the undersigned on the date of the consummation of the Acquisition, after giving effect to the Acquisition.
Each of the undersigned hereby acknowledges that it has received a copy of the Purchase Agreement and acknowledges and agrees with the Initial Purchaser that by its execution and delivery hereof it shall (i) join and become a party to the Purchase Agreement; (ii) be bound by all covenants, agreements, representations, warranties and acknowledgements applicable to such party as set forth in and in accordance with the terms of the Purchase Agreement; and (iii) perform all obligations and duties as required of it in accordance with the Purchase Agreement. Each of the undersigned hereby represents and warrants that the representations and warranties set forth in the Purchase Agreement applicable to such party are true and correct on and as of the date hereof with the same force and effect as if such representations and warranties had been made on and as of the date hereof (except that representations and warranties made as of a particular date were true and correct on and as of such particular date).
THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED IN SUCH STATE WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES THEREOF.
IN WITNESS WHEREOF, the undersigned has caused this Joinder Agreement to be duly executed and delivered by its proper and duly authorized officer as of the date set forth above.
ODYSSEY HEALTHCARE, INC. ODYSSEY HEALTHCARE HOLDING COMPANY ODYSSEY HEALTHCARE OF XXXXXXX COUNTY, INC. ODYSSEY HEALTHCARE OF MANATEE COUNTY, INC. ODYSSEY HEALTHCARE OF NORTHWEST FLORIDA, INC. ODYSSEY HEALTHCARE OF HILLSBOROUGH COUNTY, INC. ODYSSEY HEALTHCARE OF XXXXXX COUNTY, INC. ODYSSEY HEALTHCARE OF PINELLAS COUNTY, INC. VISTACARE, INC. VISTA HOSPICE CARE, INC. FHI HEALTH SYSTEMS, INC. CARENATION, INC. VISTACARE USA, INC. FHI GP, INC. FHI LP, INC. | ||
By: | /s/ Xxxx Xxxxxxx | |
Name: Xxxx Xxxxxxx | ||
Title: CEO and President | ||
FAMILY HOSPICE, LTD. FHI MANAGEMENT, LTD. | ||
By: FHI GP, Inc., its general partner | ||
By: | /s/ Xxxx Xxxxxxx | |
Name: Xxxx Xxxxxxx | ||
Title: CEO and President |
ODYSSEY HEALTHCARE OPERATING A, LP ODYSSEY HEALTHCARE OPERATING B, LP ODYSSEY HEALTHCARE MANAGEMENT, LP |
By: Odyssey Healthcare GP, LLC, its general partner |
By: | /s/ Xxxx Xxxxxxx | |
Name: Xxxx Xxxxxxx | ||
Title: CEO and President
| ||
ODYSSEY HEALTHCARE GP, LLC ODYSSEY HEALTHCARE LP, LLC ODYSSEY HEALTHCARE FORT WORTH, LLC ODYSSEY HEALTHCARE DETROIT, LLC ODYSSEY HEALTHCARE AUSTIN, LLC ODYSSEY HEALTHCARE OF ST. LOUIS, LLC ODYSSEY HEALTHCARE OF FLINT, LLC VISTACARE OF BOSTON, LLC |
By: | /s/ Xxxx Xxxxxxx | |
Name: Xxxx Xxxxxxx | ||
Title: CEO and President |