SECURITY AGREEMENT By GENTIVA HEALTH SERVICES, INC., as Borrower and THE GUARANTORS PARTY HERETO and BARCLAYS BANK PLC, as Administrative Agent Dated as of September 18, 2013Security Agreement • October 22nd, 2013 • Gentiva Health Services Inc • Services-home health care services • New York
This SECURITY AGREEMENT dated as of October 18, 2013 (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 BARCLAYS BANK PLC, 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 • October 22nd, 2013 • Gentiva Health Services Inc • Services-home health care services • New York
GUARANTY AGREEMENT (this “Guaranty”), dated as of October 18, 2013, 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 Barclays Bank PLC, as administrative agent (in such capacity, the “Administrative Agent”) for the Secured Parties (as defined in the Credit Agreement referred to below).
CONSULTING AGREEMENTConsulting Agreement • October 22nd, 2013 • Gentiva Health Services Inc • Services-home health care services • Delaware
This CONSULTING AGREEMENT (this “Agreement”) is made and entered into as of this 18th day of October, 2013 (the “Effective Date”), by and among Javelin Healthcare Holdings, LLC, a Delaware limited liability company and a wholly owned subsidiary of Parent (the “Surviving Company”), Gentiva Health Services, Inc., a Delaware corporation (“Parent”), and Capstar Partners, LLC, a Texas limited liability company (the “Consultant”).
STOCKHOLDERS’ AGREEMENTStockholders’ Agreement • October 22nd, 2013 • Gentiva Health Services Inc • Services-home health care services • Delaware
This STOCKHOLDERS’ AGREEMENT, dated as of October 18, 2013 (this “Agreement”), is entered into by and among the former stockholders of Harden Healthcare Holdings, Inc., a Delaware corporation (the “Company”), listed on Appendix A hereto who have become parties to this Agreement through the execution of a counterpart signature page (the “Stockholders” and each individually a “Stockholder”), R. Steven Hicks, as representative for the Stockholders (the “Stockholder Representative”), and Gentiva Health Services, Inc., a Delaware corporation (“Parent”).
CREDIT AGREEMENT Dated as of October 18, 2013 among GENTIVA HEALTH SERVICES, INC., as the Borrower, BARCLAYS BANK PLC, as Administrative Agent, Swing Line Lender and L/C Issuer, The Other Lenders Party Hereto, BARCLAYS BANK PLC, MERRILL LYNCH, PIERCE,...Credit Agreement • October 22nd, 2013 • Gentiva Health Services Inc • Services-home health care services • New York
This CREDIT AGREEMENT (“Agreement”) is entered into as of October 18, 2013, 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 BARCLAYS BANK PLC, as Administrative Agent, Swing Line Lender and L/C Issuer, MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, as Syndication Agent, and BANK OF MONTREAL, GENERAL ELECTRIC CAPITAL CORPORATION, MORGAN STANLEY SENIOR FUNDING, INC. and SUNTRUST BANK, as Co-Documentation Agents.
