ESCROW AGREEMENTEscrow Agreement • December 18th, 2014 • Kindred Healthcare, Inc • Services-nursing & personal care facilities • New York
This 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”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 18th, 2014 • Kindred Healthcare, Inc • Services-nursing & personal care facilities • New York
This REGISTRATION RIGHTS AGREEMENT, dated December 18, 2014 (this “Agreement”), is entered into by and between KINDRED ESCROW CORP. II, a Delaware corporation (“Escrow Corporation”) and Citigroup Global Markets Inc. (“Citi”), as representative (the “Representative”) of the initial purchasers (the “Initial Purchasers”) listed in Schedule 1 to the Purchase Agreement (as defined below). Upon consummation of the merger of Gentiva Health Services, Inc., a Delaware corporation (“Gentiva”) with and into Kindred Healthcare Development 2, Inc., a wholly owned subsidiary of Kindred Healthcare, Inc., a Delaware corporation (“Kindred”), with Gentiva continuing as the surviving corporation (the “Merger”), and the assumption of the obligations of Escrow Corporation under the Indenture (as defined below) by Kindred, Kindred, Gentiva and each of the other guarantors listed in Schedule 1 hereto (such guarantors, together with Gentiva, the “Guarantors”) will execute and deliver a Joinder Agreement heret
