CREDIT AGREEMENT Dated as of August 17, 2010 among GENTIVA HEALTH SERVICES, INC., as the Borrower, BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, The Other Lenders Party Hereto, BANC OF AMERICA SECURITIES LLC, GE...Credit Agreement • August 17th, 2010 • Gentiva Health Services Inc • Services-home health care services • New York
This CREDIT AGREEMENT (“Agreement”) is entered into as of August 17, 2010, among Gentiva Health Services, Inc., a Delaware corporation (the “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), and BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, GENERAL ELECTRIC CAPITAL CORPORATION, as Syndication Agent, and BARCLAYS BANK PLC, SUNTRUST BANK and FIFTH THIRD BANK, as Co-Documentation Agents.
GENTIVA HEALTH SERVICES, INC. PURCHASE AGREEMENTPurchase Agreement • August 17th, 2010 • Gentiva Health Services Inc • Services-home health care services • New York
The Notes are being issued in connection with the acquisition (the “Acquisition”) by the Company of Odyssey HealthCare, Inc., a Delaware corporation (“Odyssey”), pursuant to an Agreement and Plan of Merger dated as of May 23, 2010 (as amended, the “Merger Agreement”), by and among the Company, GTO Acquisition Corp., a Delaware corporation, and Odyssey. Upon consummation of the Acquisition, Odyssey will be a wholly-owned subsidiary of the Company. The Company expects to finance the Acquisition with (i) approximately $800.0 million of borrowings under a $925.0 million credit facility to be entered into with a syndicate of financial institutions (the “New Credit Facility” and, together with any other documents, agreements or instruments delivered in connection therewith, the “New Credit Facility Documentation”), (ii) cash proceeds from the issuance of the Notes and (iii) approximately $262.0 million of cash ((i), (ii) and (iii) collectively referred to herein as the “Financing Transaction
SECURITY AGREEMENT By GENTIVA HEALTH SERVICES, INC., as Borrower and THE GUARANTORS PARTY HERETO and BANK OF AMERICA, N.A., as Administrative Agent Dated as of August 17, 2010Security Agreement • August 17th, 2010 • Gentiva Health Services Inc • Services-home health care services • New York
This SECURITY AGREEMENT dated as of August 17, 2010 (as amended, amended and restated, supplemented or otherwise modified from time to time in accordance with the provisions hereof, this “Agreement”) made by GENTIVA HEALTH SERVICES, INC., a Delaware corporation (the “Borrower”), and the wholly-owned subsidiaries of Borrower that are Guarantors from to time to time party hereto (the “Guarantors”), as pledgors, assignors and debtors (the Borrower, together with the Guarantors, in such capacities and together with any successors in such capacities, the “Pledgors,” and each, a “Pledgor”), in favor of BANK OF AMERICA, N.A., in its capacity as administrative agent pursuant to the Credit Agreement (as hereinafter defined), as pledgee, assignee and secured party (in such capacities and together with any successors in such capacities, the “Administrative Agent”).
GUARANTYGuaranty Agreement • August 17th, 2010 • Gentiva Health Services Inc • Services-home health care services • New York
GUARANTY AGREEMENT (this “Guaranty”), dated as of August 17, 2010, by and among the Persons listed on the signature pages hereof under the caption “Guarantors,” any additional Persons that may become Guarantors hereunder pursuant to a duly executed joinder agreement in the form attached as Exhibit A hereto (each an “Additional Guarantor,” collectively, the “Additional Guarantors” and together with the Guarantors as of the date hereof, the “Guarantors” and each, a “Guarantor”) and Bank of America, N.A., as administrative agent (in such capacity, the “Administrative Agent”) for the Secured Parties (as defined in the Credit Agreement referred to below).
FORM OF REVOLVING CREDIT NOTERevolving Credit Note • August 17th, 2010 • Gentiva Health Services Inc • Services-home health care services
FOR VALUE RECEIVED, the undersigned (the “Borrower”), hereby promises to pay to or registered assigns (the “Lender”), in accordance with the provisions of the Agreement (as hereinafter defined), the principal amount of each Revolving Credit Loan from time to time made by the Lender to the Borrower under that certain Credit Agreement, dated as of August 17, 2010 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Agreement”; the terms defined therein being used herein as therein defined), among the Borrower, the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent, L/C Issuer and Swing Line Lender.
REGISTRATION RIGHTS AGREEMENT Dated as of August 17, 2010 by and among GENTIVA HEALTH SERVICES, INC., THE GUARANTORS LISTED ON SCHEDULE I HERETO and BARCLAYS CAPITAL INC.Registration Rights Agreement • August 17th, 2010 • Gentiva Health Services Inc • Services-home health care services • New York
This Agreement is made pursuant to the Purchase Agreement, dated August 12, 2010 (the “Purchase Agreement”), by and among the Company, the Guarantors and the Initial Purchasers. In order to induce the Initial Purchasers to purchase the Initial Notes, the Company and the Guarantors have agreed to provide the registration rights set forth in this Agreement. Capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to them in the Indenture, dated as of August 17, 2010 among the Company, the Guarantors and The Bank of New York Mellon Trust Company, N.A., as trustee, relating to the Initial Notes and the Exchange Notes (the “Indenture”).
FORM OF TERM NOTETerm Note • August 17th, 2010 • Gentiva Health Services Inc • Services-home health care services
FOR VALUE RECEIVED, the undersigned (the “Borrower”), hereby promises to pay to or registered assigns (the “Lender”), in accordance with the provisions of the Agreement (as hereinafter defined), the principal amount of the Term [A][B] Loan from time to time made by the Lender to the Borrower under that certain Credit Agreement, dated as of [ ], 2010 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Agreement”; the terms defined therein being used herein as therein defined), among the Borrower, the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent, L/C Issuer and Swing Line Lender.
JOINDER AGREEMENTJoinder Agreement • August 17th, 2010 • Gentiva Health Services Inc • Services-home health care services • New York
