ESCROW AGREEMENTEscrow Agreement • December 18th, 2014 • Kindred Healthcare, Inc • Services-nursing & personal care facilities • New York
Contract Type FiledDecember 18th, 2014 Company Industry JurisdictionThis Agreement is being entered into in connection with (i) the Agreement and Plan of Merger (the “Merger Agreement”), dated as of October 9, 2014, by and among the Company, Kindred Healthcare Development 2, Inc., a Delaware corporation and 100% owned subsidiary of the Company (“Merger Sub”) and Gentiva Health Services, Inc., a Delaware corporation (“Gentiva”), (ii) the Purchase Agreement (the “Purchase Agreement”), dated December 11, 2014, among the Company, the Kindred subsidiary guarantors named therein, the Escrow Issuer and Citigroup Global Markets Inc. as the representative (the “Representative”) of the several initial purchasers named therein (collectively, the “Initial Purchasers”), and (iii) the Indenture, dated as of the date hereof (as amended or supplemented from time to time, the “Indenture”), by and between the Escrow Issuer and the Trustee governing the Escrow Issuer’s 8.00% Senior Notes due 2020 (“Notes”).
ESCROW AGREEMENTEscrow Agreement • December 18th, 2014 • Kindred Healthcare, Inc • Services-nursing & personal care facilities • New York
Contract Type FiledDecember 18th, 2014 Company Industry JurisdictionThis Agreement is being entered into in connection with (i) the Agreement and Plan of Merger (the “Merger Agreement”), dated as of October 9, 2014, by and among the Company, Kindred Healthcare Development 2, Inc., a Delaware corporation and 100% owned subsidiary of the Company (“Merger Sub”) and Gentiva Health Services, Inc., a Delaware corporation (“Gentiva”), (ii) the Purchase Agreement (the “Purchase Agreement”), dated December 11, 2014, among the Company, the Kindred subsidiary guarantors named therein, the Escrow Issuer and Citigroup Global Markets Inc. as the representative (the “Representative”) of the several initial purchasers named therein (collectively, the “Initial Purchasers”), and (iii) the Indenture, dated as of the date hereof (as amended or supplemented from time to time, the “Indenture”), by and between the Escrow Issuer and the Trustee governing the Escrow Issuer’s 8.75% Senior Notes due 2023 (“Notes”).