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.
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”),
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 • November 9th, 2011 • 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 • November 9th, 2011 • 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).
ContractGentiva Health Services Inc • November 9th, 2011 • Services-home health care services • New York
FIRST REFINANCING AMENDMENT, dated as of March 9, 2011 (this “First Refinancing Amendment”), to the Credit Agreement (as defined below) among Gentiva Health Services, Inc., a Delaware Corporation, as Borrower (the “Borrower”), the Lenders party hereto and Bank of America, N.A., as Administrative Agent.
EXECUTIVE NON-SOLICITATION, NON-COMPETITION AND CONFIDENTIALITY AGREEMENTNon-Solicitation • November 9th, 2011 • Gentiva Health Services Inc • Services-home health care services
THIS AGREEMENT dated as of October 26, 2009 by and between Gentiva Health Services, Inc., a Delaware corporation (“Gentiva”), and Eric R. Slusser (“Employee”).
