EXHIBIT 99.1Gentiva Health Services Inc • January 31st, 2006 • Services-home health care services • New York
among GENTIVA HEALTH SERVICES, INC., as Borrower,Credit Agreement • March 3rd, 2006 • Gentiva Health Services Inc • Services-home health care services • New York
AMONGTrust Agreement • April 3rd, 2000 • Gentiva Health Services Inc • Services-help supply services • Delaware
BY AND AMONGAgreement and Plan of Merger • January 5th, 2006 • Gentiva Health Services Inc • Services-home health care services • Delaware
AND FIRST TRUST NATIONAL ASSOCIATION, TrusteeSupplemental Indenture • January 20th, 2000 • Gentiva Health Services Inc • Services-help supply services • New York
andRights Agreement • February 4th, 2000 • Gentiva Health Services Inc • Services-help supply services • New York
BACKGROUNDLoan and Security Agreement • May 12th, 2005 • Gentiva Health Services Inc • Services-home health care services • New York
AND FIRST TRUST NATIONAL ASSOCIATION, Trustee IndentureIndenture • January 20th, 2000 • Gentiva Health Services Inc • Services-help supply services • New York
EXHIBIT 10.17 PURCHASE AND SALE AGREEMENT By and Between GENTIVA HEALTH SERVICES, INC.,Purchase and Sale Agreement • November 16th, 2000 • Gentiva Health Services Inc • Services-help supply services • New York
WITNESSETH: ----------Employment Agreement • May 4th, 2004 • Gentiva Health Services Inc • Services-home health care services • New York
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 • November 9th, 2011 • 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.
WILMINGTON TRUST COMPANY, Trustee Amendment No. 1 Dated as of June 30, 2000 -------------------Gentiva Health Services Inc • August 16th, 2000 • Services-help supply services • New York
EXHIBIT 10.6 CHANGE IN CONTROL AGREEMENT Agreement, made this 6th day of May, 2005, by and between Gentiva Health Services, Inc., a Delaware corporation (the "Company"), and __________________ (the "Executive"). WHEREAS, the Executive is a key...Change in Control Agreement • May 12th, 2005 • Gentiva Health Services Inc • Services-home health care services • New York
CONSULTING AGREEMENT AMENDMENTConsulting Agreement • November 5th, 2003 • Gentiva Health Services Inc • Services-health services
BACKGROUND ----------Loan and Security Agreement • August 4th, 2004 • Gentiva Health Services Inc • Services-home health care services • New York
to WILMINGTON TRUST COMPANY, as Trustee INDENTUREGentiva Health Services Inc • April 3rd, 2000 • Services-help supply services • New York
Dated as of March 15, 2000 ------------------- To Indenture, Dated as of October 8, 1993, as supplemented and amended by the Supplemental Indenture, Dated as of June 28, 1996, Between Quantum Health Resources, Inc. and U.S. Bank Trust National...Supplemental Indenture • April 3rd, 2000 • Gentiva Health Services Inc • Services-help supply services • New York
THE SEVERAL HOLDERS Amendment No. 1 Dated as of June 30, 2000 -------------------Trust Agreement • August 16th, 2000 • Gentiva Health Services Inc • Services-help supply services • Delaware
RECITALSRegistration Rights Agreement • March 3rd, 2006 • Gentiva Health Services Inc • Services-home health care services • Delaware
GENTIVA HEALTH SERVICES, INC. OLSTEN HEALTH SERVICES HOLDING CORP., AND EACH OF THE SUBSIDIARY BORROWING CORPORATIONS LISTED ON THE SIGNATURE PAGES HERETO, as Borrower,Loan and Security Agreement • April 3rd, 2000 • Gentiva Health Services Inc • Services-help supply services • New York
OMNIBUS AMENDMENT NO. 2 DATED AS OF JANUARY 18, 2000 BY AND AMONG OLSTEN CORPORATION OLSTEN HEALTH SERVICES HOLDING CORP. GENTIVA HEALTH SERVICES, INC. ADECCO SA AND STAFFING ACQUISITION CORPORATIONContribution and Sale Agreement • January 20th, 2000 • Gentiva Health Services Inc • Services-help supply services • New York
GENTIVA HEALTH SERVICES, INC. PURCHASE AGREEMENTPurchase Agreement • November 9th, 2011 • 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”),
BACKGROUNDLoan and Security Agreement • March 1st, 2004 • Gentiva Health Services Inc • Services-home health care services • New York
RIGHTS AGREEMENT by and between GENTIVA HEALTH SERVICES, INC. and COMPUTERSHARE TRUST COMPANY, N.A. as Rights Agent Dated as of May 22, 2014Rights Agreement • May 23rd, 2014 • Gentiva Health Services Inc • Services-home health care services • New York
Rights Agreement (this “Agreement”), dated as of May 22, 2014, by and between GENTIVA HEALTH SERVICES, INC., a Delaware corporation (the “Corporation”), and COMPUTERSHARE TRUST COMPANY, N.A., a federally chartered trust company, as rights agent (the “Rights Agent”).
BACKGROUNDAnd Consent Agreement • March 30th, 2001 • Gentiva Health Services Inc • Services-help supply services • New York
EXHIBIT 10.2 GUARANTEE AND COLLATERAL AGREEMENTAnd Collateral Agreement • March 3rd, 2006 • Gentiva Health Services Inc • Services-home health care services • New York
AGREEMENT AND PLAN OF MERGER among GENTIVA HEALTH SERVICES, INC., GTO ACQUISITION CORP. and ODYSSEY HEALTHCARE, INC. Dated as of May 23, 2010Agreement and Plan of Merger • May 24th, 2010 • Gentiva Health Services Inc • Services-home health care services • Delaware
AGREEMENT AND PLAN OF MERGER (hereinafter referred to as this “Agreement”), dated May 23, 2010, among Gentiva Health Services, Inc., a Delaware corporation (“Parent”), GTO Acquisition Corp., a Delaware corporation and a direct wholly-owned subsidiary of Parent (“Merger Sub”), and Odyssey HealthCare, Inc., a Delaware corporation (the “Company”).
CHANGE IN CONTROL AGREEMENT Agreement, made this ___ day of January, 2000, by and between Gentiva Health Services, Inc., a Delaware corporation (the "Company"), and Edward A. Blechschmidt (the "Executive"). WHEREAS, the Executive is a key employee of...Change in Control Agreement • April 3rd, 2000 • Gentiva Health Services Inc • Services-help supply services • New York
BACKGROUNDAmendment and Consent Agreement • November 16th, 2000 • Gentiva Health Services Inc • Services-help supply services • New York
BACKGROUNDLoan and Security Agreement • March 1st, 2004 • Gentiva Health Services Inc • Services-home health care services • New York
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”).
WITNESSETHManaged Care Alliance Agreement • March 17th, 2006 • Gentiva Health Services Inc • Services-home health care services
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).
As of May 13, 2010 Mr. Stephen B. Paige Lloyd Harbor, NY 11743 Dear Steve:Gentiva Health Services Inc • July 30th, 2010 • Services-home health care services • New York
In consideration of the mutual promises, covenants and obligations contained herein, this letter agreement (the “Letter Agreement”) amends and restates the letter agreement between you and Gentiva Health Services, Inc. (the “Company”) dated February 28, 2008 which is superseded in its entirety by this Letter Agreement. This amendment and restatement is intended to conform this Letter Agreement with the letter and spirit of the management transition arrangements approved by the Company’s Board of Directors at its May 13, 2010 meeting.
CHANGE IN CONTROL AGREEMENTChange in Control Agreement • October 31st, 2013 • Gentiva Health Services Inc • Services-home health care services • Delaware
Agreement made as of the 26th day of February, 2014, by and between Gentiva Health Services, Inc., a Delaware corporation (the “Company”), and (the “Executive”).
