10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2011

OR

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from             to            

Commission File No. 1-15669

Gentiva Health Services, Inc.

(Exact name of registrant as specified in its charter)

Delaware	36-4335801
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

3350 Riverwood Parkway, Suite 1400, Atlanta, GA 30339-3314

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (770) 951-6450

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No  ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (Sec. 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  x    No  ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company (as defined in Rule 12b-2 of the Exchange Act).

Large accelerated filer	¨	Accelerated filer	x
Non-accelerated filer	¨	Smaller reporting company	¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ¨    No  x

The number of shares outstanding of the registrant’s Common Stock, as of November 3, 2011, was 30,794,262.

INDEX

		Page No.
PART I - FINANCIAL INFORMATION
Item 1.	Financial Statements
	Consolidated Balance Sheets (Unaudited) – September 30, 2011 and December 31, 2010		3
	Consolidated Statements of Operations (Unaudited) – Three and Nine Months Ended September 30, 2011 and October 3, 2010		4
	Consolidated Statements of Cash Flows (Unaudited) – Nine Months Ended September 30, 2011 and October 3, 2010		5
	Notes to Consolidated Financial Statements (Unaudited)		6-40
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		41-59
Item 3.	Quantitative and Qualitative Disclosures About Market Risk		59
Item 4.	Controls and Procedures		59
PART II - OTHER INFORMATION
Item1.	Legal Proceedings		60-61
Item 1A.	Risk Factors		61-62
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds		62
Item 3.	Defaults Upon Senior Securities		62
Item 4.	(Removed and Reserved)		62
Item 5.	Other Information		62
Item 6.	Exhibits		63-64
SIGNATURES			65
EXHIBIT INDEX			66-67

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PART I—FINANCIAL INFORMATION

Item 1. Financial Statements

Gentiva Health Services, Inc. and Subsidiaries

Consolidated Balance Sheets

(In thousands, except share and per share amounts)

(Unaudited)

	September 30, 2011			December 31, 2010
ASSETS
Current assets:
Cash and cash equivalents	$	196,092		$	104,752
Accounts receivable, less allowance for doubtful accounts of $9,519 and $7,654 at September 30, 2011 and December 31, 2010, respectively		260,275			259,588
Deferred tax assets		31,411			28,155
Prepaid expenses and other current assets		37,436			48,910
Total current assets		525,214			441,405
Note receivable from CareCentrix		25,000			25,000
Investment in CareCentrix		—			25,635
Fixed assets, net		46,240			85,707
Intangible assets, net		219,156			374,057
Goodwill		641,669			1,085,066
Other assets		82,306			83,258
Total assets	$	1,539,585		$	2,120,128
LIABILITIES AND EQUITY
Current liabilities:
Current portion of long-term debt	$	13,437		$	25,000
Accounts payable		13,686			15,562
Payroll and related taxes		27,835			44,163
Deferred revenue		39,618			36,387
Medicare liabilities		19,510			31,236
Obligations under insurance programs		54,552			61,899
Accrued nursing home costs		21,752			24,241
Other accrued expenses		101,325			78,153
Total current liabilities		291,715			316,641
Long-term debt		994,688			1,026,563
Deferred tax liabilities, net		32,108			111,199
Other liabilities		25,766			27,493
Equity:
Gentiva shareholders’ equity:
Common stock, $.10 par value; authorized 100,000,000 shares; issued 31,263,771 and 30,799,091 shares at September 30, 2011 and December 31, 2010, respectively		3,127			3,080
Additional paid-in capital		385,241			372,106
Accumulated other comprehensive income		—			478
Retained (deficit) earnings		(182,716	)		272,394
Treasury stock, 655,802 and 641,468 shares at September 30, 2011 and December 31, 2010, respectively		(12,878	)		(12,484	)
Total Gentiva shareholders’ equity		192,774			635,574
Noncontrolling interests		2,534			2,658
Total equity		195,308			638,232
Total liabilities and equity	$	1,539,585		$	2,120,128

See notes to consolidated financial statements.

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Gentiva Health Services, Inc. and Subsidiaries

Consolidated Statements of Operations

(In thousands, except per share amounts)

(Unaudited)

	For the Three Months Ended						For the Nine Months Ended
	September 30, 2011			October 3, 2010			September 30, 2011			October 3, 2010
Net revenues	$	449,748		$	379,681		$	1,349,569		$	957,642
Cost of services sold		242,943			185,308			707,850			451,760
Gross profit		206,805			194,373			641,719			505,882
Selling, general and administrative expenses		(182,634	)		(169,311	)		(547,005	)		(429,188	)
Goodwill, intangibles and other long-lived asset impairment		(643,305	)		—			(643,305	)		—
Gain on sale of assets, net		—			—			—			103
Dividend income		3,977			—			8,590			—
Interest income		659			663			1,963			1,977
Interest expense and other		(21,332	)		(13,443	)		(70,305	)		(16,957	)
(Loss) income from continuing operations before income taxes and equity in net earnings of CareCentrix, including gain on sale		(635,830	)		12,282			(608,343	)		61,817
Income tax benefit (expense)		87,538			(4,599	)		77,007			(25,534	)
Equity in net earnings of CareCentrix, including gain on sale		68,692			518			69,582			1,281
(Loss) income from continuing operations		(479,600	)		8,201			(461,754	)		37,564
Discontinued operations, net of tax		5,983			24			7,096			(1,095	)
Net (loss) income		(473,617	)		8,225			(454,658	)		36,469
Less: Net income attributable to noncontrolling interests		(134	)		(133	)		(452	)		(133	)
Net (loss) income attributable to Gentiva shareholders	$	(473,751	)	$	8,092		$	(455,110	)	$	36,336
Basic earnings per common share:
(Loss) income from continuing operations attributable to Gentiva shareholders	$	(15.82	)	$	0.27		$	(15.27	)	$	1.26
Discontinued operations, net of tax		0.20			—			0.23			(0.04	)
Net (loss) income attributable to Gentiva shareholders	$	(15.62	)	$	0.27		$	(15.04	)	$	1.22
Weighted average shares outstanding		30,337			29,808			30,257			29,747
Diluted earnings per common share:
(Loss) income from continuing operations attributable to Gentiva shareholders	$	(15.82	)	$	0.27		$	(15.27	)	$	1.23
Discontinued operations, net of tax		0.20			—			0.23			(0.04	)
Net (loss) income attributable to Gentiva shareholders	$	(15.62	)	$	0.27		$	(15.04	)	$	1.19
Weighted average shares outstanding		30,337			30,438			30,257			30,547
Amounts attributable to Gentiva shareholders:
(Loss) income from continuing operations	$	(479,734	)	$	8,068		$	(462,206	)	$	37,431
Discontinued operations, net of tax		5,983			24			7,096			(1,095	)
Net (loss) income	$	(473,751	)	$	8,092		$	(455,110	)	$	36,336

See notes to consolidated financial statements.

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Gentiva Health Services, Inc. and Subsidiaries

Consolidated Statements of Cash Flows

(In thousands)

(Unaudited)

	For the Nine Months Ended
	September 30, 2011			October 3, 2010
OPERATING ACTIVITIES:
Net (loss) income	$	(454,658	)	$	36,469
Adjustments to reconcile net (loss) income to net cash provided by operating activities:
Depreciation and amortization		22,534			14,774
Amortization and write-off of debt issuance costs		12,857			2,054
Provision for doubtful accounts		5,744			7,458
Equity-based compensation expense		5,863			4,624
Windfall tax benefits associated with equity-based compensation		(194	)		(714	)
Goodwill, intangible assets and other long-lived asset impairment		643,305			—
Gain on sale of assets and businesses		(9,088	)		(169	)
Equity in net earnings of CareCentrix, including gain on sale, net of tax		(69,582	)		(1,281	)
Deferred income tax (benefit) expense		(95,672	)		(5,456	)
Changes in assets and liabilities, net of effects from acquisitions and dispositions:
Accounts receivable		(6,431	)		22,132
Prepaid expenses and other current assets		11,055			(12,662	)
Accounts payable		(1,876	)		4,664
Payroll and related taxes		(16,328	)		(14,458	)
Deferred revenue		3,231			4,737
Medicare liabilities		(11,726	)		9,329
Obligations under insurance programs		(7,347	)		2,359
Accrued nursing home costs		(2,489	)		12,186
Other accrued expenses		(14,518	)		(70	)
Other, net		(333	)		5,673
Net cash provided by operating activities		14,347			91,649
INVESTING ACTIVITIES:
Purchase of fixed assets		(14,571	)		(9,309	)
Proceeds from sale of assets and businesses		142,333			8,796
Acquisition of businesses, net of cash acquired		(320	)		(834,919	)
Net cash provided by (used in) investing activities		127,442			(835,432	)
FINANCING ACTIVITIES:
Proceeds from issuance of common stock		7,005			6,968
Windfall tax benefits associated with equity-based compensation		194			714
Proceeds from issuance of debt		—			1,075,000
Borrowings under revolving credit facility		—			30,000
Repayment of borrowings under revolving credit facility		—			(30,000	)
Repayment of long-term debt		(43,438	)		(237,000	)
Repayment of Odyssey long-term debt		—			(108,822	)
Debt issuance costs		(13,457	)		(58,324	)
Repurchase of common stock		—			(4,985	)
Repayment of capital lease obligations		(210	)		(508	)
Other		(543	)		—
Net cash (used in) provided by financing activities		(50,449	)		673,043
Net change in cash and cash equivalents		91,340			(70,740	)
Cash and cash equivalents at beginning of period		104,752			152,410
Cash and cash equivalents at end of period	$	196,092		$	81,670
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Interest paid	$	69,922		$	5,230
Income taxes paid	$	9,972		$	35,196

SUPPLEMENTAL SCHEDULE OF NON CASH INVESTING ACTIVITY:

In connection with the acquisition of The Healthfield Group, Inc. on February 28, 2006, the Company received 14,334 shares of common stock of the Company in the first nine months of 2011 from the Healthfield escrow account to satisfy certain pre-acquisition liabilities paid by the Company.

See notes to consolidated financial statements.

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Gentiva Health Services, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

(Unaudited)

1. Background and Basis of Presentation

Gentiva Health Services, Inc. (“Gentiva” or the “Company”) provides home health services and hospice care throughout most of the United States. The Company’s continuing operations involve servicing its patients and customers through (i) its Home Health segment and (ii) its Hospice segment.

Effective September 10, 2011, the Company completed the sale of its Rehab Without Walls^® business. The financial results of the Rehab Without Walls^® business are presented as discontinued operations in the Company’s consolidated financial statements. See Note 4 for additional information about the disposition.

During the third quarter of 2011, the Company committed to a plan to exit its homemaker services agency business in Illinois (“IDOA”) pursuant to an asset purchase agreement and met the requirements to designate this business as held for sale in accordance with applicable accounting guidance. The financial results of this business are presented as discontinued operations in the Company’s consolidated financial statements. See Note 4 for additional information. The disposition of this business was completed on October 14, 2011. See Note 18 for additional information.

Effective April 29, 2011, the Company purchased the outstanding member units representing the noncontrolling interest in Odyssey Healthcare of Augusta, LLC (“Augusta”) for approximately $0.3 million. As a result of the transaction, the Company owns 100 percent of the outstanding member units of Augusta.

Effective August 17, 2010, the Company completed the acquisition of 100 percent of the equity interest of Odyssey HealthCare, Inc. (“Odyssey”), one of the largest providers of hospice care in the United States, operating approximately 100 Medicare-certified providers serving terminally ill patients and their families in 30 states. In connection with the acquisition, the Company entered into a new $875 million credit agreement and issued $325 million of senior unsecured notes. See Notes 4 and 11 for additional information about the acquisition and related financing.

In February 2010, the Company consummated the sale of its respiratory therapy and home medical equipment and infusion therapy businesses (“HME and IV”). The financial results of these operating segments are reported as discontinued operations in the Company’s consolidated financial statements.

In addition, the Company has completed various other transactions impacting the Company’s results of operations and financial condition as further described in Note 4. The impact of these transactions has been reflected in the Company’s results of operations and financial condition from their respective closing dates.

The accompanying interim consolidated financial statements are unaudited, and have been prepared by the Company using accounting principles consistent with those described in the Company’s Annual Report on Form 10-K for the year ended December 31, 2010, and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) and, in the opinion of management, include all adjustments necessary for a fair presentation of financial position, results of operations and cash flows for each period presented. Certain information and disclosures normally included in the statements of financial position, results of operations and cash flows prepared in conformity with accounting principles generally accepted in the United States of America have been condensed or omitted as permitted by such rules and regulations. Results for interim periods are not necessarily indicative of results for a full year. The year-end balance sheet data was derived from audited financial statements.

The Company’s consolidated financial statements include the accounts and operations of the Company and its subsidiaries in which the Company owns more than a 50 percent interest. Noncontrolling interests, which relate to the minority ownership held by third party investors in certain of the Company’s hospice programs, are reported below net income under the heading “Net income attributable to noncontrolling interests” in the Company’s consolidated statements of operations and presented as a component of equity in the Company’s consolidated balance sheets. All material balances and transactions between the consolidated entities have been eliminated.

The third quarter and first nine months of 2011 included 92 and 273 days of activity, respectively, as compared to 91 and 273 days in the third quarter and first nine months of fiscal 2010, respectively. This difference stems from the Company’s adopting a change to calendar quarter reporting periods in 2011 from its prior 13 week reporting periods in 2010.

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Certain reclassifications have been made to the fiscal 2010 consolidated financial statements to conform to the current year presentation including, among other things, a reclassification to non-current deferred tax assets and goodwill as of September 30, 2011 as further described in Note 9.

2. New Accounting Standards

On September 15, 2011, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2011-08, Intangibles—Goodwill and Other (Topic 350) (ASU 2011-08), which provides final guidance on goodwill impairment that gives companies the option to perform a qualitative assessment that may allow them to skip the annual two-step test and reduce costs. ASU 2011-08 gives companies the option to first perform a qualitative assessment to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If a company concludes that this is the case, it must perform the two-step test. Otherwise, a company can skip the two-step test. The ASU is effective for the year beginning January 1, 2012 for the Company. The adoption of ASU 2011-08 is not expected to have a material impact on the Company’s consolidated financial statements.

In July 2011, the FASB issued ASU 2011-07, Presentation and Disclosure of Patient Service Revenue, Provision for Bad Debts, and the Allowance for Doubtful Accounts for Certain Health Care Entities, which requires health care organizations that do not assess the collectability of a receivable before recognizing revenue to present their provision for bad debt related to patient service revenue as a deduction from revenue on the face of the statement of operations. Enhanced disclosure about policies for recognizing revenue, assessing bad debts and qualitative and quantitative information about changes in the allowance for doubtful accounts also are required. The guidance is effective for the first quarter of 2012 for the Company. The Company is currently evaluating the impact of this guidance on the consolidated financial statements.

In June 2011, the FASB issued ASU No. 2011-05, Comprehensive Income (Topic 220): Presentation of Comprehensive Income. ASU 2011-05 eliminates the option to report other comprehensive income and its components in the statement of changes in shareholders’ equity. ASU 2011-05 requires that all items of net income, items of other comprehensive income and total comprehensive income be presented in either a single continuous statement of comprehensive income or in two separate but consecutive statements. ASU 2011-05 will be required for the quarter ending on or after March 31, 2012 and must be applied retrospectively. Although the presentation of financial statements will change, the Company does not expect the adoption of ASU 2011-05 to have a material impact on the Company’s consolidated financial statements.

In May 2011, the FASB issued ASU 2011-04, Fair Value Measurement (Topic 820): Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs. ASU 2011-04 primarily clarifies existing concepts in accounting principles generally accepted in the United States of America. However, ASU 2011-04 requires new disclosures for Level 3 fair value measurements including quantitative information about significant unobservable inputs, the valuation process in place for all Level 3 measurements, and a narrative description of the sensitivity of recurring Level 3 fair value measurements to changes in the unobservable inputs used. In addition, ASU 2011-04 requires disclosure of transfers between Level 1 and Level 2 of the fair value hierarchy, the hierarchy classification for assets and liabilities whose fair value is disclosed only in the footnotes, and, if applicable, the reason nonfinancial assets measured at fair value are being used in a manner that differs from their highest and best use. ASU 2011-04 is effective for interim and annual reporting periods beginning after December 15, 2011. The adoption of ASU 2011-04 is not expected to have a material impact on the Company’s consolidated financial statements.

3. Accounting Policies

Cash and Cash Equivalents

The Company considers all investments with a maturity date of three months or less from their date of acquisition to be cash equivalents, including money market funds invested in U.S. Treasury securities, short-term treasury bills and commercial paper. Cash and cash equivalents also included amounts on deposit with several major financial institutions in excess of the maximum amount insured by the Federal Deposit Insurance Corporation. Management believes that these major financial institutions are viable entities.

7

The Company had operating funds of approximately $5.5 million and $6.6 million at September 30, 2011 and December 31, 2010, respectively, which exclusively relate to a non-profit hospice operation managed in Florida.

Investments

On September 19, 2011, the Company sold its remaining investment in CareCentrix Holdings Inc. The Company recorded accumulated and unpaid dividends on the preferred shares of approximately $4.0 million and $8.6 million for the third quarter and first nine months of 2011, respectively, which were reflected in dividend income in the Company’s consolidated statements of operations. The Company also recorded a net gain of approximately $68.3 million, which is reflected in equity in net earnings of CareCentrix, including gain on sale in the Company’s consolidated statements of operations. At December 31, 2010, the Company held an ownership interest of approximately 30 percent in the combined preferred and common equity of CareCentrix Holdings Inc.

Prior to the disposition of CareCentrix Holdings Inc. on September 19, 2011, the Company accounted for its investment in CareCentrix Holdings Inc. using the equity method of accounting, since the Company had the ability to exercise significant influence, but not control, over the affiliate. Significant influence was deemed to exist through the Company’s representation on CareCentrix’s Board of Directors and as a result of the Company holding a $25 million subordinated promissory note from CareCentrix, Inc. See Note 7 for additional information. The Company’s equity ownership interest in CareCentrix Holdings Inc. was recorded in investment in CareCentrix as of December 31, 2010 in the accompanying consolidated balance sheets.

At September 30, 2011 and December 31, 2010, the Company had assets of $25.0 million and $26.0 million, respectively, held in a Rabbi Trust for the benefit of participants of the Company’s non-qualified defined contribution retirement plan. The corresponding amounts payable to the plan participants are equivalent to the underlying value of the assets held in the Rabbi Trust. Assets held in the Rabbi Trust and amounts payable to plan participants are classified in other assets and other liabilities, respectively, in the Company’s consolidated balance sheets.

Debt Issuance Costs

The Company amortizes deferred debt issuance costs over the term of its senior secured credit agreement utilizing an effective interest rate methodology. The Company had unamortized debt issuance costs of $55.1 million at September 30, 2011 and $54.3 million at December 31 2010, recorded in other assets in the Company’s consolidated balance sheets. During the first quarter of 2011, the Company (i) incurred incremental debt issuance costs of approximately $10.9 million and (ii) recorded a write-off of deferred debt issuance costs of approximately $3.5 million in connection with the refinancing of the Company’s Term Loan A and Term Loan B under the Company’s senior secured credit agreement. See Note 11 for additional information.

Fixed Assets

Fixed assets, including costs of Company developed software, are stated at cost and depreciated over the estimated useful lives of the assets using the straight-line method. Leasehold improvements are amortized over the shorter of the life of the lease or the life of the improvement. Repairs and maintenance costs are expensed as incurred. As of September 30, 2011 and December 31, 2010, fixed assets, net were $46.2 million and $85.7 million, respectively. In connection with the Odyssey acquisition, the Company conducted a strategic evaluation of its various field operating systems to review alternatives towards achieving a comprehensive platform, capable of handling both its Home Health and Hospice business segments. During the third quarter of 2011, the Company continued to progress with its review of alternatives to replacing various field operating systems and, in connection with that review, recorded a non-cash impairment charge of approximately $40.3 million related to developed software. In addition, the Company conducted a review of real estate it owned in Dothan, Alabama which indicated that the estimated fair value of the real estate was lower than the carrying value, and recorded a non-cash impairment charge of approximately $0.9 million. These charges are recorded in goodwill, intangible assets and other long-lived asset impairment in the Company’s consolidated financial statements for the third quarter and first nine months of 2011.

Goodwill and Other Indefinite-Lived Intangible Assets

The Company is required to test goodwill and other indefinite-lived intangible assets for impairment on an annual basis and between annual tests if current events or circumstances require an interim impairment assessment. The Company allocates goodwill to its various operating units. The Company compares the fair value of each

8

operating unit to its carrying amount to determine if there is potential goodwill impairment. If the fair value of an operating unit is less than its carrying value, an impairment loss is recorded to the extent that the fair value of the goodwill within the operating unit is less than the carrying value of its goodwill.

The Company is required to compare the fair values of other indefinite-lived intangible assets to their carrying amounts. If the carrying amount of an indefinite-lived intangible asset exceeds its fair value, an impairment loss is recognized. Fair values of other indefinite-lived intangible assets are determined based on discounted cash flows or appraised values, as appropriate.

The Company performed the annual impairment test of goodwill and other indefinite-lived intangible assets for its operating units and the results indicated that there was no impairment for the year ended December 31, 2010. During the third quarter of 2011, the Company determined an interim impairment test was required due to changes in the Company’s business climate, including uncertainties around Medicare reimbursement as the federal government works to reduce the federal deficit, that would more likely than not reduce the fair value below its carrying amount. The results of the impairment test indicated impairment of both goodwill and intangible assets. See Note 9 for additional information.

Obligations Under Self Insurance Programs

As of September 30, 2011 and December 31, 2010, the Company’s obligations under insurance programs were $54.6 million and $61.9 million, respectively. The decrease is primarily attributable to the settlement of certain outstanding insurance obligations for less than recorded reserves and timing of payments.

Workers’ compensation and professional and general liability expenses were $5.1 million and $11.2 million for the third quarter and first nine months of 2011, respectively, as compared to $3.9 million and $12.5 million for the corresponding periods of 2010.

Employee health and welfare expenses were $24.3 million and $68.5 million for the third quarter and first nine months of 2011, respectively, as compared to $17.1 million and $41.7 million for the corresponding periods of 2010, primarily resulting from an increased number of benefit eligible employees associated with the Odyssey acquisition.

Nursing Home Costs

For patients receiving nursing home care under a state Medicaid program who elect hospice care under Medicare or Medicaid, the Company contracts with nursing homes for the nursing homes to provide patients’ room and board services. The state must pay the Company, in addition to the applicable Medicare or Medicaid hospice daily or hourly rate, an amount equal to at least 95 percent of the Medicaid daily nursing home rate for room and board furnished to the patient by the nursing home. Under the Company’s standard nursing home contracts, the Company pays the nursing home for these room and board services at the Medicaid daily nursing home rate. Nursing home costs are offset by nursing home net revenue, and the net amount is included in cost of services sold in the Company’s consolidated statements of operations.

4. Acquisitions and Dispositions

Acquisitions

Odyssey Healthcare of Augusta, LLC

Effective April 29, 2011, the Company purchased the outstanding member units representing the noncontrolling interest in Odyssey Healthcare of Augusta, LLC (“Augusta”) for approximately $0.3 million. As a result of the transaction, the Company owns 100 percent of the outstanding member units of Augusta.

Odyssey HealthCare, Inc.

Effective August 17, 2010, the Company completed the acquisition of 100 percent of the equity interest of Odyssey HealthCare, Inc., a leading provider of hospice care, operating approximately 100 Medicare-certified providers in 30 states. The Company completed the acquisition of Odyssey to expand the geographic coverage of its hospice services and to further diversify the Company’s business mix. Total consideration for the acquisition was $1.087 billion, consisting of payments of approximately (i) $963.9 million for Odyssey’s equity interest, (ii) $108.8 million to repay Odyssey’s existing long-term debt and accrued interest and (iii) $14.3 million of transaction costs incurred by Odyssey.

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The financial results of Odyssey are included in the Company’s consolidated financial statements from the acquisition date. The following unaudited pro forma financial information presents the combined results of operations of the Company and Odyssey as if the acquisition had been effective at January 4, 2010, the beginning of the first quarter of 2010. The pro forma results presented below for the three months and nine months ended October 3, 2010 combine the results of the Company for such periods and the historical results of Odyssey from January 1, 2010 through September 30, 2010 (in thousands, except per share amounts):

	For the Three Months Ended		For the Nine Months Ended
	October 3, 2010		October 3, 2010
Net revenues	$	470,743	$	1,396,427
Net income		14,206		47,050
Earnings per common share:
Basic	$	0.48	$	1.58
Diluted	$	0.47	$	1.54
Weighted average shares outstanding:
Basic		29,808		29,747
Diluted		30,438		30,547

The pro forma results above reflect adjustments for (i) interest on debt incurred calculated using the Company’s weighted average interest rate of 7.9 percent, (ii) income tax provision using an effective tax rate of 39.9 percent, (iii) amortization of incremental identifiable intangible assets and (iv) acquisition and integration costs incurred. The information presented above is for illustrative purposes only and is not necessarily indicative of results that would have been achieved if the acquisition had occurred as of the beginning of the Company’s 2010 reporting period.

Other Acquisitions

Effective May 15, 2010, the Company completed its acquisition of the assets and business of United Health Care Group, Inc. with six branches throughout the state of Louisiana. Total consideration of $6.0 million, excluding transaction costs and subject to post-closing adjustments, was paid at the time of closing from the Company’s existing cash reserves. The acquisition significantly broadened the Company’s market position in the state of Louisiana. The purchase price was allocated to goodwill ($2.3 million), identifiable intangible assets, primarily certificates of need ($3.6 million) and other assets ($0.1 million).

Effective March 5, 2010, the Company completed its acquisition of the assets and business of Heart to Heart Hospice of Starkville, LLC, a provider of hospice services with two offices in Starkville and Tupelo, Mississippi. Total consideration of $2.5 million, excluding transaction costs and subject to post-closing adjustments, was paid at the time of closing from the Company’s existing cash reserves. The acquisition expanded the Company’s coverage area to 44 counties in north, central and southern Mississippi. The purchase price was allocated to goodwill ($2.2 million), identifiable intangible assets ($0.2 million) and other assets ($0.1 million).

The financial results of the acquired operations are included in the Company’s consolidated financial statements from the acquisition date. The purchase price for both acquisitions was allocated to the underlying assets acquired and liabilities assumed based on their estimated fair values at the date of the acquisition. The excess of the purchase price over the fair value of the net identifiable tangible and intangible assets acquired is recorded as goodwill. The Company has determined the estimated fair values based on discounted cash flows and management’s valuation of the intangible assets acquired.

Dispositions

Rehab Without Walls^® Disposition

Effective September 10, 2011, the Company completed the sale of its Rehab Without Walls^® business to Southern Home Care Services, Inc., pursuant to an asset purchase agreement, for total consideration of approximately $9.8 million, consisting of (i) cash proceeds of approximately $9.2 million and (ii) an escrow fund of

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approximately $0.6 million, to be received by the Company in two increments. Approximately $0.1 million was received on October 28, 2011 in connection with the transaction closing associated with the Utah branches and the remainder will be held for twelve months to satisfy certain post closing obligations. During the third quarter and first nine months of 2011, the Company recorded a $9.1 million pre-tax gain, net of transaction costs, in discontinued operations, net of tax, in the Company’s consolidated statements of operations. Transaction costs of $0.4 million consisted primarily of professional fees and expenses. The Rehab Without Walls^® business was included within the Company’s Home Health segment.

Homemaker Services Agency Business

During the third quarter of 2011, the Company committed to a plan to exit its homemaker services agency business in Joliet and Oak Park, Illinois and met the requirements to designate this business as held for sale in accordance with applicable accounting guidance. The Company entered into an asset purchase agreement with Premier Home Health Care Services, Inc., for total consideration of approximately $2.4 million, including a deposit of $1.0 million, which was placed in escrow during the third quarter in anticipation of the closing of the transaction. The transaction closed on October 14, 2011. During the three and nine months ended September 30, 2011, the Company recorded $0.3 and $0.8 million, respectively, of net income in discontinued operations in connection with this business. The homemaker services agency business was reported within the Company’s Home Health segment.

The major classes of assets of the Rehab Without Walls^® business that were sold on September 10, 2011 and the homemaker services agency business classified as held for sale at September 30, 2011 were as follows (dollars in thousands):

	Rehab Without  Walls® As of Date of Sale			IDOA As of September  30, 2011			December 31, 2010
Non-current assets:
Fixed assets, net		$	167		$	16		$	143
Other assets			105			4			94
Total non-current assets			272			20			237
Total		$	272		$	20		$	237

The Company retained accounts receivable, net associated with Rehab Without Walls^® of approximately $2.8 million as of the date of sale and $3.5 million at December 31, 2010. The Company retained accounts receivable, net associated with the homemaker services agency business of approximately $2.6 million at September 30, 2011 and $4.9 million at December 31, 2010. There were no liabilities classified as held for sale as the Company did not transfer any pre-closing liabilities in connection with the transactions.

Net revenues and operating results for the periods presented for Rehab Without Walls^® and the homemaker services agency business were as follows (dollars in thousands):

	Third Quarter						First Nine Months
	2011			2010			2011			2010
Net revenues	$	6,699		$	8,152		$	22,636		$	24,421
Income before income taxes	$	840		$	1,081		$	2,968		$	3,069
Gain on sale of business		9,088			—			9,088			—
Income tax expense		(3,945	)		(397	)		(4,790	)		(1,219	)
Discontinued operations, net of tax	$	5,983		$	684		$	7,266		$	1,850

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HME and IV Businesses Disposition

Effective February 1, 2010, the Company completed the sale of its HME and IV businesses to a subsidiary of Lincare Holdings, Inc., pursuant to an asset purchase agreement, for total consideration of approximately $16.4 million, consisting of (i) cash proceeds of approximately $8.5 million, (ii) approximately $2.5 million associated with operating and capital lease buyout obligations, (iii) an escrow fund of $5.0 million, which was recorded at estimated fair value of $3.2 million, to be received by the Company based on achieving a cumulative cash collections target for claims for services provided for a period of one year from the date of closing and (iv) an escrow fund of approximately $0.4 million for reimbursement of certain post closing liabilities. During the first nine months of 2010, the Company recorded a $0.1 million pre-tax gain, net of transaction costs in discontinued operations, net of tax, in the Company’s consolidated statements of operations. Transaction costs of $0.7 million consisted primarily of professional fees and expenses. During the fourth quarter of 2010, the Company received $1.0 million in settlement of the escrow fund associated with cash collections and recorded a $2.2 million charge in discontinued operations, net of tax. During the first nine months of 2011, the Company received $0.1 million of the escrow fund for settlement of post closing liabilities and recorded a charge of $0.3 million, in discontinued operations, net in the Company’s consolidated statements of operations.

HME and IV net revenues and operating results for the periods presented were as follows (in thousands):

	Third Quarter			First Nine Months
	2010			2011			2010
Net revenues	$	—		$	—		$	3,956
Loss before income taxes	$	(1,175	)	$	(282	)	$	(6,607	)
Gain on sale of business		—			—			66
Income tax benefit		515			112			3,596
Discontinued operations, net of tax	$	(660	)	$	(170	)	$	(2,945	)

Other Asset Disposition

Effective January 30, 2010, the Company sold assets associated with a home health branch operation in Iowa for cash consideration of approximately $0.3 million and recognized a gain of approximately $0.1 million recorded in gain on sale of assets, net in the Company’s consolidated statement of operations for the nine months ended October 3, 2010.

5. Fair Value of Financial Instruments

The Company’s financial instruments are measured and recorded at fair value on a recurring basis, except for the note receivable from CareCentrix and long-term debt. The fair values for the note receivable from CareCentrix, long-term debt and non-financial assets, such as fixed assets, intangible assets and goodwill, are measured periodically and adjustments recorded only if an impairment charge is required. The carrying amount of the Company’s accounts receivable, accounts payable and certain other current liabilities approximates fair value due to their short maturities.

Fair value is defined under authoritative guidance as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. The fair value hierarchy is based on three levels of inputs, of which the first two are considered observable and the last unobservable, that may be used to measure fair value. The three levels of inputs are as follows:

• Level 1—Quoted prices in active markets for identical assets or liabilities.

• Level 2—Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

• Level 3—Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

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Financial Instruments Recorded at Fair Value

The Company’s fair value hierarchy for its financial assets measured at fair value on a recurring basis was as follows (in thousands):

	September 30, 2011								December 31, 2010
	Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3		Total
Assets:
Money market funds	$	36,993	$	—	$	—	$	36,993	$	49,478	$	—	$	—	$	49,478
Rabbi Trust:
Mutual funds		19,256		—		—		19,256		25,422		—		—		25,422
Money market funds		5,771		—		—		5,771		610		—		—		610
Total assets	$	62,020	$	—	$	—	$	62,020	$	75,510	$	—	$	—	$	75,510
Liabilities:
Payables to plan participants	$	25,027	$	—	$	—	$	25,027	$	26,032	$	—	$	—	$	26,032

Assets held in the Rabbi Trust are held for the benefit of participants of the Company’s non-qualified defined contribution retirement plan. The value of assets held in the Rabbi Trust is based on quoted market prices of securities and investments, including money market accounts and mutual funds, maintained within the Rabbi Trust. The corresponding amounts payable to plan participants are equivalent to the underlying value of assets held in the Rabbi Trust. Assets held in the Rabbi Trust and amounts payable to plan participants are classified in other assets and other liabilities, respectively, in the Company’s consolidated balance sheets. Money market funds held in the Company’s account represent cash equivalents and were classified in cash and cash equivalents in the Company’s consolidated balance sheets at September 30, 2011 and December 31, 2010.

Other Financial Instruments

The carrying amount and estimated fair value of the Company’s other financial instruments were as follows (in thousands):

	September 30, 2011				December 31, 2010
	Carrying Amount		Estimated Fair Value		Carrying Amount		Estimated Fair Value
Assets:
Note receivable from CareCentrix	$	25,000	$	26,200	$	25,000	$	27,300
Liabilities:
Long-term debt, including current portion	$	1,008,125	$	839,206	$	1,051,563	$	1,093,588

The estimated fair value of the note receivable from CareCentrix was determined from Level 3 inputs based on an income approach using the discounted cash flow method. The fair value represents the net present value of (i) the after tax cash flows relating to the note’s annual income stream plus (ii) the return of the invested principal using a maturity date of March 19, 2017, after considering assumptions relating to risk factors and economic conditions. See Note 7 for additional information.

In determining the estimated fair value of long-term debt, Level 2 inputs based on the use of bid and ask prices were considered. Due to the infrequent number of transactions that occur related to the long-term debt, the Company does not believe an active market exists for purposes of this disclosure.

Cash Flow Hedge

The Company utilizes derivative financial instruments to manage interest rate risk. Derivatives are held only for the purpose of hedging such risk, not for speculative purposes. The Company’s derivative instruments consisted of (i) a one year interest cap with a notional value of $220.0 million and, until March 9, 2011, (ii) two year forward starting interest rate swaps with notional value of $300.0 million, each agreement designated as a cash flow hedge of the variability of cash flows associated with a portion of the Company’s variable rate term loans. During the first

13

quarter of 2011, the Company terminated the two year forward starting interest rate swaps in connection with the refinancing of the Company’s Term Loan A and Term Loan B facilities under its senior secured credit agreement. The Company paid approximately $0.3 million to terminate the interest rate swaps, which is reflected in interest expense and other in the Company’s consolidated statement of income for the nine months ended September 30, 2011. See Note 11 for additional information.

While the Company utilizes the derivatives to help manage its risk, the derivatives are subject to the risk that the counterparties are unable to perform under the terms of the swap agreement. The Company executed the derivatives with various counterparties that are well known major financial institutions. The Company has monitored the creditworthiness of its counterparties and based on this analysis considers nonperformance by its counterparties to be unlikely.

In accordance with applicable guidance, the derivative instruments are recorded at fair value on the Company’s consolidated balance sheet. Changes in the fair value of the derivatives are reported in Gentiva shareholders’ equity in accumulated other comprehensive income until earnings are affected by the hedged item. The effectiveness of the Company’s derivatives was assessed at inception and is assessed on an ongoing basis, with any ineffective portion of the designated hedge reported currently in earnings. As of December 31, 2010, the Company had unrealized gains on the derivatives of $0.5 million recorded in accumulated other comprehensive income.

6. Net Revenues and Accounts Receivable

Net revenues by major payer classification were as follows (in millions):

	Third Quarter							First Nine Months
	2011		2010		Percentage Variance			2011		2010		Percentage Variance
Medicare:
Home Health	$	200.3	$	205.4		(2.5	%)	$	601.7	$	620.4		(3.0	%)
Hospice		182.0		107.5		69.2	%		543.0		145.2		274.1	%
Total Medicare		382.3		312.9		22.2	%		1,144.7		765.6		49.5	%
Medicaid and Local Government		21.2		19.3		10.2	%		63.2		51.9		21.7	%
Commercial Insurance and Other:
Paid at episodic rates		19.3		22.0		(12.1	%)		58.1		64.2		(9.5	%)
Other		26.9		25.5		5.5	%		83.6		75.9		10.1	%
Total Commercial Insurance and Other		46.2		47.5		(2.7	%)		141.7		140.1		1.1	%
Total net revenues	$	449.7	$	379.7		18.5	%	$	1,349.6	$	957.6		40.9	%

For the third quarter and first nine months of 2011, the Company recorded hospice Medicare cap expense of $1.7 million and $3.4 million, respectively, which is reflected in net revenues in the Company’s consolidated statements of operations. For both the third quarter and first nine months of 2010, the Company recorded hospice Medicare cap expense of $1.7 million, which is reflected in net revenues in the Company’s consolidated statements of operations. The payment cap, which is calculated for each provider by the Medicare fiscal intermediary at the end of the hospice cap period, is determined by multiplying the number of first time patient admissions during the cap period by the Medicare cap amount, subject to certain adjustments. Medicare revenue paid to a provider during a twelve month period cannot exceed the aggregate Medicare payment cap. As of September 30, 2011 and December 31, 2010, the Company had Medicare cap liabilities of $14.8 million and $15.4 million, respectively, which was reflected in Medicare liabilities in the Company’s consolidated balance sheets.

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Net revenues in the Home Health and Hospice segments were derived from all major payer classes. Accounts receivable attributable to major payer sources of reimbursement were as follows (in thousands):

	September 30, 2011			December 31, 2010
Medicare	$	188,942		$	186,621
Medicaid and Local Government		41,263			36,096
Commercial Insurance and Other		39,589			44,525
Gross Accounts Receivable		269,794			267,242
Less: Allowance for doubtful accounts		(9,519	)		(7,654	)
Net Accounts Receivable	$	260,275		$	259,588

The Commercial Insurance and Other payer group included self-pay accounts receivable relating to patient co-payments of $2.5 million and $2.6 million as of September 30, 2011 and December 31, 2010, respectively.

The Company’s only financing receivable is the note receivable from CareCentrix, Inc. The Company measures impairment based on the present value of expected cash flows after considering assumptions relating to risk factors and economic conditions. On an ongoing basis, the Company assesses the credit quality based on the Company’s review of CareCentrix, Inc.’s financial position and receipt of interest payments when due. Based on the Company’s analysis, as of September 30, 2011 and December 31, 2010, the Company had no allowances for credit losses.

7. Note Receivable from and Investment in CareCentrix

The Company holds a $25 million subordinated promissory note from CareCentrix, Inc. In connection with the sale of the Company’s remaining ownership interest in CareCentrix Holdings, the maturity date of the note was extended to the earlier of March 19, 2017, which is five and one-half years from the closing of the transaction, or a sale of CareCentrix Holdings. The note bears interest at a fixed rate of 10 percent, which is payable quarterly, provided that CareCentrix remains in compliance with its senior debt covenants. Interest on the CareCentrix promissory note, which is included in interest income in the Company’s consolidated statements of operations, amounted to $0.7 million and $0.6 million for the third quarter of 2011 and 2010, respectively, and $2.0 million and $1.9 million for the first nine months of 2011 and 2010, respectively.

The Company recognized approximately $0.4 million and $1.3 million of equity in the net earnings of CareCentrix for the third quarter and first nine months of 2011, respectively, and $0.5 million and $1.3 million for the corresponding periods of 2010. At December 31, 2010, the Company held an approximate 30 percent ownership interest in the combined preferred and common equity of CareCentrix Holdings Inc.

Effective September 19, 2011, the Company sold its remaining investment in CareCentrix Holdings. The Company recorded accumulated and unpaid dividends on the preferred shares of approximately $4.0 million and $8.6 million for the third quarter and first nine months of 2011, respectively, which were reflected in dividend income in the Company’s consolidated statements of operations. The Company also recorded a net gain of approximately $68.3 million, including an escrow of approximately $10.6 million, which is reflected in equity in net earnings of CareCentrix, including gain on sale in the Company’s consolidated statements of operations.

During the first nine months of 2010, the Company recorded a receivable from CareCentrix of $1.8 million in connection with the tax impact of settlement charges relating to the settlement of a commercial contractual dispute involving CareCentrix. In connection with the sale of the Company’s investment in CareCentrix Holdings, the Company received the $1.8 million. See Note 8 for additional information.

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8. Cost Savings Initiatives, Acquisition and Integration Activities, Other Restructuring and Legal Settlements

During the third quarter and first nine months of 2011, the Company recorded charges relating to cost savings initiatives, acquisition and integration activities, other restructuring and legal settlements of $9.8 million and $34.9 million, respectively, and $22.8 million and $40.7 million for the corresponding periods in 2010, which were recorded in selling, general and administrative expenses in the Company’s consolidated statements of operations.

Cost Savings Initiatives

During the third quarter of 2011, the Company undertook a comprehensive review of its branch structure, support infrastructure and other significant spend areas in order to reduce its ongoing operating costs given the challenging rate environment the Company is facing. As a result of this effort, the Company has announced (i) the closing or divestiture of 33 home health branches and 9 hospice branches and (ii) significant reductions in staffing levels in regional, area and corporate support functions. In connection with these activities, the Company expects to record charges of $20 million to $25 million in the fourth quarter of 2011, related to severance costs, facility lease and other costs. During the third quarter and first nine months of 2011, the Company recorded charges of $0.8 million in connection with these cost savings initiatives.

Acquisition and Integration Activities

During the third quarter and first nine months of 2011, the Company recorded charges of $2.5 million and $7.3 million, respectively, compared to $21.5 million and $23.5 million during the third quarter and first nine months of 2010, respectively, in connection with costs of acquisition and integration activities, primarily related to the Odyssey transaction. These costs consisted of legal, accounting and other professional fees and expenses, severance costs and facility lease costs. Additional acquisition and integration costs to be incurred during 2011 primarily relate to the Odyssey acquisition and are expected to range between $1.0 million and $2.0 million for the remainder of 2011.

Other Restructuring

During the first nine months of 2011, the Company recorded charges of $1.8 million, as compared to $1.3 million for the third quarter of 2010 and $3.5 million for the first nine months of 2010, in connection with other restructuring activities, including severance costs in connection with the termination of personnel and facility lease and other costs. These charges included non-cash charges of approximately $0.4 million and $0.6 million, recorded in the first nine months of 2011 and 2010, respectively, associated with the acceleration of compensation expense relating to future vesting of stock options under severance agreements for certain of the Company’s former executive officers.

Legal Settlements

During the third quarter and first nine months of 2011, the Company recorded charges of $6.5 million and $25.0 million, respectively, related to discussion of potential legal settlements associated with certain of the investigations assumed in connection with the Odyssey transaction. See Note 14 for additional information.

During the first nine months of 2010, the Company recorded legal settlements of $13.7 million consisting of (i) settlement costs and legal fees of $4.2 million related to a three-year old commercial contractual dispute involving the Company’s former subsidiary, CareCentrix, and (ii) incremental charges of $9.5 million in connection with an agreement in principle, subject to final approvals, between the Company and the federal government to resolve the matters which were subject to a 2003 subpoena relating to the Company’s cost reports for the 1998 to 2000 periods. The settlement costs related to CareCentrix reflect a tax benefit of $1.8 million which was reimbursed to the Company from CareCentrix during the third quarter of 2011. Such benefit was classified in prepaid expenses and other current assets in the Company’s consolidated balance sheet as of December 31, 2010. See Note 14 for additional information.

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The costs incurred and cash expenditures associated with these activities by component were as follows (in thousands):

	Cost Savings Initiatives				Acquisition & Integration				Other Restructuring				Legal Settlements				Total
Ending balance at January 3, 2010		$	—			$	—			$	646			$	3,000			$	3,646
Charge in first quarter 2010			—				—				357				15,134				15,491
Cash expenditure			—				—				(396	)			(751	)			(1,147	)
Ending balance at April 4, 2010			—				—				607				17,383				17,990
Charge in second quarter 2010			—				2,034				1,882				(1,440	)			2,476
Cash expenditure			—				(471	)			(316	)			(5,222	)			(6,009	)
Non-cash expenditures			—				—				(577	)			1,800				1,223
Ending balance at July 4, 2010			—				1,563				1,596				12,521				15,680
Charge in third quarter 2010			—				21,451				1,313				—				22,764
Cash expenditure			—				(17,860	)			(998	)			—				(18,858	)
Ending balance at October 3, 2010		$	—			$	5,154			$	1,911			$	12,521			$	19,586
Ending balance at December 31, 2010		$	—			$	3,984			$	2,893			$	12,500			$	19,377
Charge in first quarter 2011			—				2,506				1,259				—				3,765
Cash expenditure			—				(2,346	)			(1,490	)			—				(3,836	)
Ending balance at March 31, 2011			—				4,144				2,662				12,500				19,306
Charge in second quarter 2011			—				2,242				504				18,500				21,246
Cash expenditure			—				(2,198	)			(788	)			(12,500	)			(15,486	)
Non-cash expenditures			—				—				(407	)			—				(407	)
Ending balance at June 30, 2011			—				4,188				1,971				18,500				24,659
Charge in third quarter 2011			824				2,520				—				6,500				9,844
Cash expenditure			(265	)			(1,491	)			(445	)			—				(2,201	)
Ending balance at September 30, 2011		$	559			$	5,217			$	1,526			$	25,000			$	32,302

The balance of unpaid charges relating to cost savings initiatives, acquisition and integration activities, other restructuring and legal settlements approximated $32.3 million at September 30, 2011, which were included in other accrued expenses in the Company’s consolidated balance sheets. The balance of unpaid charges relating to acquisition and integration activities and other restructuring approximated $6.9 million at December 31, 2010, which were included in other accrued expenses in the Company’s consolidated balance sheets. Unpaid charges associated with the government subpoena and investigation were included in Medicare liabilities in the Company’s consolidated balance sheets and aggregated $12.5 million at December 31, 2010, which was paid in the second quarter of 2011. See Note 14 for additional information.

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9. Identifiable Intangible Assets and Goodwill

During the third quarter of 2011, the Company determined a triggering event had occurred and performed an interim impairment test of its identifiable intangible assets and goodwill. The triggering event was the change in business climate, including uncertainties around Medicare reimbursement as the federal government works to reduce the federal deficit. The impairment assessment was completed as of August 31, 2011. The interim test concluded that the fair value of certain identifiable intangible assets, as well as goodwill, was less than their carrying value as of that date. The Company utilized a discounted cash flow approach to determine fair values. The Company then determined the implied fair value of goodwill by determining the fair value of all assets and liabilities. As a result of this process, the Company recorded a non-cash charge of approximately $602.1 million to reduce the carrying value of certain identifiable intangible assets, as well as goodwill, to their estimated fair values. The impairment loss is included within goodwill, intangibles and other long-lived assets impairment in the Company’s consolidated statements of operations.

The gross carrying amount and accumulated amortization of each category of identifiable intangible assets as of September 30, 2011 and December 31, 2010 were as follows (in thousands):

	September 30, 2011									December 31, 2010
	Home									Home									Useful
	Health			Hospice			Total			Health			Hospice			Total			Life
Amortized intangible assets:
Covenants not to compete	$	1,473		$	15,675		$	17,148		$	1,473		$	15,675		$	17,148			2-5 Years
Less: accumulated amortization		(1,294	)		(7,531	)		(8,825	)		(1,253	)		(2,671	)		(3,924	)
Net covenants not to compete		179			8,144			8,323			220			13,004			13,224
Customer relationships		27,196			910			28,106			27,196			910			28,106			5-10 Years
Less: accumulated amortization		(13,619	)		(276	)		(13,895	)		(11,456	)		(208	)		(11,664	)
impairment		(27	)		—			(27	)		—			—			—
Net customer relationships		13,550			634			14,184			15,740			702			16,442
Tradenames		18,215			16,730			34,945			18,215			16,730			34,945			5-10 Years
Less: accumulated amortization		(10,099	)		(1,925	)		(12,024	)		(8,702	)		(663	)		(9,365	)
impairment		(411	)		—			(411	)		—			—			—
Net tradenames		7,705			14,805			22,510			9,513			16,067			25,580
Subtotal		21,434			23,583			45,017			25,473			29,773			55,246
Indefinite-lived intangible assets:
Medicare licenses and certificates of need		220,285			98,526			318,811			220,285			98,526			318,811			Indefinite
Less: impairment		(144,672	)		—			(144,672	)		—			—			—
Net medicare licenses and certificates of need		75,613			98,526			174,139			220,285			98,526			318,811
Total identifiable intangible assets	$	97,047		$	122,109		$	219,156		$	245,758		$	128,299		$	374,057

The Company recorded amortization expense of approximately $3.3 million and $9.8 million for the third quarter and first nine months of 2011, respectively, and $2.3 million and $4.8 million for the corresponding periods of 2010. The estimated amortization expense for the remainder of 2011 is $3.2 million and for each of the next five succeeding years approximates $11.4 million for 2012, $7.6 million for 2013, $5.8 million for 2014, $5.6 million for 2015, and $3.4 million for 2016.

The gross carrying amount of goodwill as of December 31, 2010 and September 30, 2011 and activity during the first nine months of 2011 were as follows (in thousands):

	Home Health			Hospice			Total
Balance at December 31, 2010	$	264,679		$	820,387		$	1,085,066
Goodwill adjustment		2,379			11,261			13,640
Less: impairment		(263,370	)		(193,667	)		(457,037	)
Balance at September 30, 2011	$	3,688		$	637,981		$	641,669

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During the third quarter of 2011, the Company reclassified deferred tax assets by $13.6 million associated with the classification of deductible intangible assets and goodwill related to a 2006 acquisition. The impact of this reclassification was an increase in goodwill in the home health and hospice divisions of $2.4 million and $11.2 million, respectively, and a decrease in non-current deferred tax assets of $13.6 million.

10. Earnings Per Share

Basic and diluted earnings per share for each period presented have been computed by dividing net (loss) income attributable to Gentiva shareholders, by the weighted average number of shares outstanding for each respective period. The computations of the basic and diluted per share amounts were as follows (in thousands, except per share amounts):

	For the Three Months Ended					For the Nine Months Ended
	September 30, 2011			October 3, 2010		September 30, 2011			October 3, 2010
Net (loss) income attributable to Gentiva shareholders	$	(473,751	)	$	8,092	$	(455,110	)	$	36,336
Basic weighted average common shares outstanding		30,337			29,808		30,257			29,747
Shares issuable upon the assumed exercise of stock options and under stock plans for employees and directors using the treasury stock method		—			630		—			800
Diluted weighted average common shares outstanding		30,337			30,438		30,257			30,547
Basic earnings per common share:
Net (loss) income attributable to Gentiva shareholders	$	(15.62	)	$	0.27	$	(15.04	)	$	1.22
Diluted earnings per common share:
Net (loss) income attributable to Gentiva shareholders	$	(15.62	)	$	0.27	$	(15.04	)	$	1.19

For the third quarter and first nine months of 2011, due to the anti-dilutive effect on loss from continuing operations, discontinued operations and net loss for these periods excluded the effect of (i) 6.7 million and 5.1 million stock options, respectively, and (ii) 0.2 million of shares for both the third quarter and first nine months of 2011, issuable under stock plans for employees and directors using the treasury stock method.

For the third quarter and first nine months of 2010, approximately 3.0 million and 2.9 million stock options were excluded for the third quarter and first nine months of 2010, respectively, as their inclusion would be anti-dilutive.

11. Long-Term Debt

The Company’s credit arrangements include a senior secured credit agreement providing (i) a $200 million Term Loan A facility, (ii) a $550 million Term Loan B facility and (iii) a $125 million revolving credit facility (collectively, the “Credit Agreement”) and $325 million aggregate principal amount of 11.5% Senior Notes due 2018 (the “Senior Notes”). The Credit Agreement’s revolving credit facility also includes borrowing capacity available for letters of credit and for borrowings on same-day notice, referred to as swing line loans.

As of September 30, 2011 and December 31, 2010, the Company’s long-term debt consisted of the following (in thousands):

	September 30, 2011			December 31, 2010
Credit Agreement:
Term Loan A, maturing August 17, 2015	$	163,437		$	180,000
Term Loan B, maturing August 17, 2016		519,688			546,563
11.5% Senior Notes due 2018		325,000			325,000
Total debt		1,008,125			1,051,563
Less: current portion of long-term debt		(13,437	)		(25,000	)
Total long-term debt	$	994,688		$	1,026,563

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Advances under the revolving credit facility may be made, and letters of credit may be issued, up to the $125 million borrowing capacity of the facility at any time prior to the facility expiration date of August 17, 2015. Outstanding letters of credit were $41.8 million at September 30, 2011 and $54.6 million at December 31, 2010. The letters of credit were issued to guarantee payments under the Company’s workers’ compensation program and for certain other commitments. As of September 30, 2011, the Company’s unused and available borrowing capacity under the Credit Agreement was $83.2 million.

As of September 30, 2011, the mandatory aggregate principal payments of long-term debt are $20.3 million in 2012 and $38.8 million in each of the years 2013 and 2014, $107.5 million in 2015 and $802.7 million thereafter. There are no mandatory aggregate principal payments of long-term debt remaining in 2011. The weighted average cash interest rate on outstanding borrowings was 6.9 percent per annum at September 30, 2011 and 8.2 percent per annum at December 31, 2010.

The Term Loan A facility is subject to mandatory principal payments of $25 million per year, payable in equal quarterly installments, with the remaining balance of the original $200 million loan payable on August 17, 2015. During the nine months ended September 30, 2011, the Company made prepayments totaling $16.6 million on its Term Loan A facility. There are no required payments on the Company’s Term Loan A facility until the end of the first quarter of 2012, at which time a principal payment of $0.9 million is required and $6.3 million per quarter thereafter. The Term Loan B facility is subject to mandatory principal payments of $13.8 million per year, payable in equal quarterly installments, with the remaining balance of the original $550 million loan payable on August 17, 2016. During the third quarter and first nine months of 2011, the Company made prepayments totaling $16.6 million on its Term Loan B facility. There are no required payments on the Company’s Term Loan B facility until the end of the fourth quarter of 2012, at which time a principal payment of $0.6 million is required and $3.4 million per quarter, thereafter.

On March 9, 2011, the Company entered into a First Refinancing Amendment to the Credit Agreement (the “Amendment”), which provided for, among other things, (i) refinancing of the outstanding indebtedness under the Company’s senior secured Term Loan A and Term Loan B facilities, (ii) elimination of the requirement to hedge a certain portion of the Company’s variable rate debt, (iii) a reduction in the minimum Base Rate from 2.75 percent to 2.25 percent, (iv) a reduction in the minimum Eurodollar Rate from 1.75 percent to 1.25 percent, (v) reductions in Term Loan B Applicable Rates to 3.50 percent for Eurodollar Rate Loans and 2.50 percent for Base Rate Loans as compared to 5.00 percent and 4.00 percent, respectively, under the previous arrangement and (vi) reductions in the Applicable Rate for Term Loan A as reflected in the table below.

	Amended Applicable Rate						Previous Applicable Rate
Consolidated	Eurodollar Rate			Base Rate			Eurodollar Rate			Base Rate
Leverage Ratio	Term A Facility			Term A Facility			Term A Facility			Term A Facility
>3.0:1		3.25	%		2.25	%		5.00	%		4.00	%
>2.0:1 and < 3.0:1		3.00	%		2.00	%		4.50	%		3.50	%
< 2.0:1		2.75	%		1.75	%		4.00	%		3.00	%

In addition, the Amendment provided for a reduction in the Company’s minimum consolidated interest coverage ratio to a ratio of 2.25 to 1.00 from the previous ratios of 2.75 to 1.00.

The interest rate per annum on borrowings under the Credit Agreement is based on, at the option of the Company, (i) the Eurodollar Rate or (ii) the Base Rate, plus an Applicable Rate. The Base Rate represents the highest of (x) the Bank of America prime rate, (y) the federal funds rate plus 0.50 percent and (z) the Eurodollar Rate plus 1.00 percent. In connection with determining the interest rates on the Term Loan A and Term Loan B facilities, in no event shall the Eurodollar Rate be less than 1.25 percent and the Base Rate be less than 2.25 percent. The Company may select interest periods of one, two, three or six months for Eurodollar Rate loans. Interest is payable at the end of the selected interest period. From August 17, 2010 through March 9, 2011, the interest rate on borrowings under the Credit Agreement was 6.75 percent per annum. Subsequent to March 9, 2011, the interest rate on Term Loan A borrowings was 4.50 percent and Term Loan B borrowings was 4.75 percent. The Company must also pay a fee of 0.50 percent per annum on unused commitments under the revolving credit facility.

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The Company’s Credit Agreement, in effect prior to the adoption of the Amendment, included a requirement that the Company enter into and maintain interest rate swap contracts covering a notional value of not less than 50 percent of the Company’s aggregate consolidated outstanding indebtedness (other than total revolving credit outstanding) including the Senior Notes for a period of not less than three years. On November 15, 2010, the Company entered into derivative instruments consisting of (i) a one year interest rate cap with a notional value of $220.0 million and (ii) two year forward starting interest rate swaps with notional value of $300.0 million. Under the interest rate cap, the Company would pay a fixed rate of 1.75 percent per annum plus an applicable rate (an aggregate of 6.75 percent per annum for the period beginning November 15, 2010 through December 30, 2011) on the $220 million rather than a variable rate plus an applicable rate should the variable rate plus applicable rate exceed 6.75 percent. In connection with the refinancing, the Company terminated the two year forward starting interest rate swaps and paid a termination fee of approximately $0.3 million, which is reflected in interest expense and other in the Company’s consolidated statement of operations for the nine months ended September 30, 2011.

Gentiva may voluntarily repay outstanding loans under the revolving credit facility or Term Loan A at any time without premium or penalty, other than customary “breakage” costs with respect to LIBOR loans. For the period from March 9, 2011 to September 9, 2011, the Company was subject to a prepayment premium equal to 1.0 percent of the aggregate principal amount of Term Loan B. Prepayment and commitment reductions will be required in connection with (i) certain asset sales, (ii) certain extraordinary receipts such as certain insurance proceeds, (iii) cash proceeds from the issuance of debt, (iv) 50 percent of the proceeds from the issuance of equity with step-downs based on leverage, with certain exceptions, and (v) 75 percent of “Excess Cash Flow” (as defined in the Credit Agreement) with two step-downs based on the Company’s leverage ratio.

In connection with the refinancing, the Company paid a two percent prepayment penalty on its Term Loan B facility of approximately $10.9 million which was recorded as deferred debt issuance costs. In accordance with applicable guidance, due to changes in some of the participating lenders, the Company recorded a write-off of a portion of its deferred debt issuance costs of approximately $3.5 million, which is reflected in interest expense and other in the Company’s consolidated statement of operations for the nine months ended September 30, 2011.

Debt Covenants

The Credit Agreement contains a number of covenants that, among other things, restrict, subject to certain exceptions, the Company’s and its subsidiaries’ ability to incur additional indebtedness or issue certain preferred stock, create liens on assets, enter into sale and leaseback transactions, engage in mergers or consolidations with other companies, sell assets, pay dividends, repurchase capital stock, make investments, loans and advances, make certain acquisitions, engage in certain transactions with affiliates, amend material agreements, repay certain indebtedness, change the nature of the Company’s business, change accounting policies and practices, grant negative pledges and incur capital expenditures. In addition, the Credit Agreement requires the Company to maintain a maximum consolidated leverage ratio as shown in the table below and a minimum interest coverage ratio of 2.25 to 1.00 and also contains certain customary affirmative covenants and events of default. As of September 30, 2011, the Company was in compliance with all covenants in the Credit Agreement.

The maximum consolidated leverage ratio is as follows:

	Maximum Consolidated
For the period	Leverage Ratio
August 17, 2010 to September 30, 2011	< 4.75:1
October 1, 2011 to September 30, 2012	< 4.50:1
October 1, 2012 to September 30, 2013	< 3.75:1
Thereafter	< 3.00:1

As of September 30, 2011, the Company’s consolidated leverage ratio was 4.4x and the Company’s interest coverage ratio was 2.6x.

While the Company was in compliance with all covenants in the Credit Agreement at September 30, 2011, the Company is currently in negotiations with its lenders under the Credit Agreement to obtain a waiver of compliance with its financial covenants or an amendment of its Credit Agreement for the fourth quarter of 2011. In response to changes in the Company’s business climate and uncertainties involving Medicare reimbursement as the federal government works to reduce the federal deficit, the Company is currently undergoing cost savings initiatives in order to reduce its ongoing operating costs. These initiatives include (i) the closing or divestiture of 33 home health branches and 9 hospice branches and (ii) significant reductions in staffing levels in regional, area and corporate support functions. In connection with these activities, the Company expects to record charges of $20 million to $25 million in the fourth quarter of 2011, related to severance costs, facility lease and other costs. As such, absent any changes, the Company will be out of compliance with the maximum consolidated leverage ratio in the Credit Agreement, which reduces to 4.5x for such quarter and therefore, in default. In addition, based on reductions in Medicare reimbursement for 2012 and possible outcomes from the Super Committee (a select group of 12 members of both the U.S. House of Representatives and U.S. Senate created under the Budget Control Act of 2011) working on proposals to further reduce federal deficit spending, the Company anticipates that it will be further out of compliance with its financial covenants under the Credit Agreement in 2012. If the Company does not meet its financial covenants and is unable to obtain a waiver or amendment of its Credit Agreement or other permitted remedies, the Company would default under its Credit Agreement which would allow its lenders to accelerate the amounts the Company owes under its Credit Agreement, or avail themselves of other remedies under the Credit Agreement, including foreclosure on the collateral securing its debt.

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Guaranty Agreement and Security Agreement

Gentiva and substantially all of its subsidiaries (the “Guarantor Subsidiaries”) entered into a guaranty agreement pursuant to which the Guarantor Subsidiaries have agreed, jointly and severally, fully and unconditionally liable to guarantee all of the Company’s obligations under the Credit Agreement. Additionally, Gentiva and its Guarantor Subsidiaries entered into a security agreement pursuant to which a first-priority security interest was granted in substantially all of the Company’s and its Guarantor Subsidiaries’ present and future real, personal and intangible assets, including the pledge of 100 percent of all outstanding capital stock of substantially all of the Company’s domestic subsidiaries to secure full payment of all of the Company’s obligations for the ratable benefit of the lenders.

Senior Notes

The Senior Notes are unsecured, senior subordinated obligations of the Company. The Senior Notes are guaranteed by all of Gentiva’s subsidiaries that are guarantors under the Credit Agreement. Interest on the Senior Notes accrues at a rate of 11.5 percent per annum and is payable semi-annually in arrears on March 1 and September 1. Gentiva will make each interest payment to the holders of record on the immediately preceding February 15 and August 15.

The Senior Notes mature on September 1, 2018 and are generally free to be transferred. Gentiva may redeem the Senior Notes, in whole or in part, at any time prior to the first interest payment of 2014, at a price equal to 100 percent of the principal amount of the Senior Notes redeemed plus an applicable make-whole premium based on the present value of the remaining payments discounted at the treasury rate plus 50 basis points plus accrued and unpaid interest, if any, to the date of redemption. In addition, prior to September 1, 2013, Gentiva may redeem up to 35 percent of the aggregate principal amount of the Senior Notes with the net cash proceeds of a qualified equity offering at a redemption price equal to 111.5 percent of the aggregate principal amount, provided that (i) at least 65 percent of the aggregate principal amount of Senior Notes originally issued remain outstanding after the occurrence of such redemption and (ii) such redemption occurs within 180 days after the closing of a qualified equity offering.

On or after September 1, 2014, Gentiva may redeem all or part of the Senior Notes at redemption prices set forth below plus accrued and unpaid interest and Additional Interest, if any, as defined in the indenture relating to the Senior Notes during the twelve month period beginning on September 1 of the years indicated below:

Year	Percentage
2014		105.750	%
2015		102.875	%
2016 and thereafter		100.000	%

Other

The Company has equipment capitalized under capital lease obligations. At September 30, 2011 and December 31, 2010, long-term capital lease obligations were $0.1 million and $0.2 million, respectively, and were recorded in other liabilities on the Company’s consolidated balance sheets. The current portion of obligations under capital leases was $0.2 million and $0.3 million at September 30, 2011 and December 31, 2010, respectively, and was recorded in other accrued expenses on the Company’s consolidated balance sheets.

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12. Equity

Changes in equity for the nine months ended September 30, 2011 and October 3, 2010 were as follows (in thousands, except share amounts):

	Gentiva Shareholders
					Additional
	Common Stock				Paid-in		Retained		Treasury			Noncontrolling
	Shares		Amount		Capital		Earnings		Stock			Interests		Total
Balance at January 3, 2010		29,936,893	$	2,994	$	355,429	$	220,239	$	(7,499	)	$	—	$	571,163
Comprehensive income:
Net income		—		—		—		36,336		—			133		36,469
Income tax benefits associated with the exercise of non-qualified stock options		—		—		971		—		—			—		971
Equity-based compensation expense		—		—		4,527		—		—			—		4,527
Other non-cash compensation expense		—		—		577		—		—			—		577
Issuance of stock upon exercise of stock options and under stock plans for employees and directors		519,247		52		7,017		—		—			—		7,069
Acquisition of capital contribution to noncontrolling interests		—		—		—		—		—			2,410		2,410
Stock repurchase (175,000 shares)		—		—		—		—		(4,985	)		—		(4,985	)
Balance at October 3, 2010		30,456,140	$	3,046	$	368,521	$	256,575	$	(12,484	)	$	2,543	$	618,201

	Gentiva Shareholders
	Common Stock				Additional Paid-in Capital			Retained Earnings (Deficit)			Accumulated Other Comprehensive Income (Loss)			Treasury Stock			Noncontrolling Interests			Total
	Shares		Amount
Balance at December 31, 2010		30,799,091	$	3,080	$	372,106		$	272,394		$	478		$	(12,484	)	$	2,658		$	638,232
Comprehensive (loss) income:
Net (loss) income		—		—		—			(455,110	)		—			—			452			(454,658	)
Unrealized loss on interest rate swap		—		—		—			—			(768	)		—			—			(768	)
Realized loss on interest rate swap		—		—		—			—			290			—			—			290
Total comprehensive income		—		—		—			(455,110	)		(478	)		—			452			(455,136	)
Income tax benefits associated with the exercise of non-qualified stock options		—		—		259			—			—			—			—			259
Equity-based compensation expense		—		11		6,259			—			—			—			—			6,270
Issuance of stock upon exercise of stock options and under stock plans for employees and directors		464,680		36		6,969			—			—			—			—			7,005
Purchase of non-controlling interest		—		—		(352	)		—			—			—			32			(320	)
Distribution to partnership interests		—		—		—			—			—			—			(608	)		(608	)
Treasury shares:
Common stock received from Healthfield escrow (14,334 shares)		—		—		—			—			—			(394	)		—			(394	)
Balance at September 30, 2011		31,263,771	$	3,127	$	385,241		$	(182,716	)	$	—		$	(12,878	)	$	2,534		$	195,308

Comprehensive loss amounted to $473.6 million and $455.1 million for the third quarter and first nine months of 2011, respectively, as compared to comprehensive income of $8.1 million and $36.5 million for the third quarter and first nine months of fiscal 2010, respectively. During the first nine months of 2011, the Company purchased the noncontrolling interest in one of the Company’s hospice programs for $0.3 million.

The Company has an authorized stock repurchase program under which the Company can repurchase and retire up to 1,500,000 shares of its outstanding common stock. The repurchases can occur periodically in the open market or through privately negotiated transactions based on market conditions and other factors. During the nine months ended September 30, 2011, the Company did not repurchase shares of its outstanding common stock. As of September 30, 2011, the Company had remaining authorization to repurchase an aggregate of 180,568 shares of its outstanding common stock. The Company’s Credit Agreement and the indenture governing the Senior Notes provide for repurchases of the Company’s common stock not to exceed $5.0 million per year, and not to exceed $10.0 million per year if the consolidated leverage ratio is less than or equal to 3.5:1 immediately after giving effect on a pro forma basis to the repurchase.

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13. Equity-Based Compensation Plans

The Company provides several equity-based compensation plans under which the Company’s officers, employees and non-employee directors may participate, including (i) the 2004 Equity Incentive Plan (amended and restated) (“2004 Plan”), (ii) the Stock & Deferred Compensation Plan for Non-Employee Directors and (iii) the Employee Stock Purchase Plan (“ESPP”). Collectively, these equity-based compensation plans permit the grants of (i) incentive stock options, (ii) non-qualified stock options, (iii) stock appreciation rights, (iv) restricted stock, (v) performance units, (vi) stock units and (vii) cash, as well as allow employees to purchase shares of the Company’s common stock under the ESPP at a pre-determined discount.

On May 12, 2011, the shareholders of the Company authorized an additional 2,100,000 shares of the Company’s common stock for issuance under the 2004 Plan.

For the third quarter and first nine months of 2011, the Company recorded equity-based compensation expense, as calculated on a straight-line basis over the vesting periods of the related equity instruments, of $1.9 million and $5.9 million, respectively, as compared to $1.4 million and $4.6 million for the corresponding periods of fiscal 2010, which were reflected as selling, general and administrative expense in the consolidated statements of operations. During the first nine months of 2011, the Company recorded non-cash compensation expense of approximately $0.4 million associated with modifications of stock options for a former executive. During the first nine months of fiscal 2010, the Company recorded non-cash compensation expense of approximately $0.6 million associated with the acceleration of compensation expense relating to future vesting of stock options under severance agreements for certain of the Company’s former executive officers, which is reflected as selling, general and administrative expense in the consolidated statement of operations and is categorized as other restructuring costs. See Note 8 for additional information.

Stock Options

The weighted-average fair values of the Company’s stock options granted during the first nine months of 2011 and fiscal 2010, calculated using the Black-Scholes option pricing model and other assumptions, were as follows:

	Nine Months Ended
	September 30, 2011			October 3, 2010
Weighted average fair value of options granted	$	11.30		$	10.82
Risk-free interest rate		2.15	%		2.66	%
Expected volatility		44	%		43	%
Contractual life		7 years			7 years
Expected life		4.5 -6.5 years			4.5 -6.5 years
Expected dividend yield		0	%		0	%

Stock option grants in 2011 vest over a three-year period based on a vesting schedule that provides for one-third vesting after each year. Stock option grants in 2010 fully vest over a four-year period based on a vesting schedule that provides for one-half vesting after year two and an additional one-fourth vesting after each of years three and four. The Company’s expected volatility assumptions are based on the historical volatility of the Company’s stock price over a period corresponding to the expected term of the stock option. Forfeitures are estimated utilizing the Company’s historical forfeiture experience. The expected life of the Company’s stock options is based on the Company’s historical experience of the exercise patterns associated with its stock options.

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A summary of Gentiva stock option activity as of September 30, 2011 and changes during the nine months then ended is presented below:

	Number of Options			Weighted- Average Exercise Price		Weighted- Average Remaining Contractual Life (Years)		Aggregate Intrinsic Value
Balance as of December 31, 2010		2,981,354		$	19.94
Granted		185,100			26.60
Exercised		(202,384	)		18.25
Cancelled		(72,588	)		19.39
Balance as of September 30, 2011		2,891,482		$	20.50		5.4	$	—
Exercisable options		2,011,307		$	18.39		4.9	$	—

The total intrinsic value of options exercised during the nine months ended September 30, 2011 and October 3, 2010 was $1.9 million and $3.9 million, respectively. The Company’s outstanding stock options hold no intrinsic value as of September 30, 2011. As of September 30, 2011, the Company had $2.5 million of unrecognized compensation expense related to nonvested stock options. This compensation expense is expected to be recognized over a weighted-average period of 1.3 years. The total estimated fair value of options that vested during the first nine months of 2011 was $4.6 million.

Performance Share Units

The Company may grant performance share units under its 2004 Plan. Performance share units result in the issuance of common stock at the end of the three-year performance period and may range between zero and 150 percent of the performance share units granted at target in 2010 and between zero and 200 percent of the performance share units granted at target in 2011, based on the achievement of defined thresholds of the performance criteria.

A summary of Gentiva performance share unit activity as of September 30, 2011 is presented below:

	Number of Performance Share Units			Weighted- Average Exercise Price
Balance as of December 31, 2010		36,200		$	25.61
Granted		98,600			26.60
Exercised		—			—
Earned		(11,770	)		25.61
Cancelled		(2,900	)		26.36
Balance as of September 30, 2011		120,130		$	26.40

These performance share units carry performance criteria measured on annual diluted earnings per share targets and fully vest at the end of a three-year period provided the performance criteria are met. Forfeitures are estimated utilizing the Company’s historical forfeiture experience.

As of September 30, 2011, the Company had $1.7 million of total unrecognized compensation cost related to performance share units. This compensation expense is expected to be recognized over a weighted-average period of 2.1 years.

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Restricted Stock

A summary of Gentiva restricted stock activity as of September 30, 2011 is presented below:

	Number of Restricted Shares			Weighted- Average Exercise Price		Aggregate Intrinsic Value
Balance as of December 31, 2010		281,350		$	24.92
Granted		114,500			26.61
Exercised		—			—
Cancelled		(4,100	)		26.17
Balance as of September 30, 2011		391,750		$	25.33	$	2,162,460

The restricted stock fully vests at the end of a three-year or five-year period, depending on the individual grants. Forfeitures are estimated utilizing the Company’s historical forfeiture experience.

As of September 30, 2011, the aggregate intrinsic value of the restricted stock awards was $2.2 million and the Company had $6.2 million of total unrecognized compensation cost related to restricted stock. This compensation expense is expected to be recognized over a weighted-average period of 3.3 years.

Directors Deferred Share Units

Under the Company’s Stock & Deferred Compensation Plan for Non-Employee Directors, each non-employee director receives an annual deferred stock unit award credited quarterly and paid in shares of the Company’s common stock following termination of the director’s service on the Board of Directors. During the first nine months of 2011, the Company granted 49,390 stock units under the Stock & Deferred Compensation Plan for Non-Employee Directors at a grant date weighted-average fair value of $13.22 per share unit. As of September 30, 2011, 157,474 share units were outstanding under the plan.

Employee Stock Purchase Plan

The Company provides an ESPP under which the offering period is three months and the purchase price of shares is equal to 85 percent of the fair market value of the Company’s common stock on the last day of the three-month offering period. All employees of the Company are eligible to purchase stock under the ESPP regardless of their actual or scheduled hours of service. During the first nine months of 2011, the Company issued 283,601 shares of common stock under its ESPP. Under the Company’s ESPP, compensation expense is equal to the 15 percent discount from the fair market value of the Company’s common stock on the date of purchase.

14. Legal Matters

Litigation

In addition to the matters referenced in this Note 14, the Company is party to certain legal actions arising in the ordinary course of business, including legal actions arising out of services rendered by its various operations, personal injury and employment disputes. Management does not expect that these other legal actions will have a material adverse effect on the business, financial condition, results of operations, liquidity or capital resources of the Company.

On May 10, 2010, a collective and class action complaint entitled Lisa Rindfleisch et al. v. Gentiva Health Services, Inc. was filed in the United States District Court for the Eastern District of New York against the Company in which five former employees allege wage and hour law violations. The former employees claim they were paid pursuant to “an unlawful hybrid” compensation plan that paid them on both a per visit and an hourly basis, thereby voiding their exempt status and entitling them to overtime pay. The plaintiffs allege continuing violations of federal and state law and seek damages under the Fair Labor Standards Act (“FLSA”), as well as under the New York Labor Law and North Carolina Wage and Hour Act. On October 8, 2010, the Court granted the Company’s motion to

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transfer the venue of the lawsuit to the United States District Court for the Northern District of Georgia. On April 13, 2011, the Court granted plaintiffs’ motion for conditional certification of the FLSA claims as a collective action. Plaintiffs seek class certification of allegedly similar employees and seek attorneys’ fees, back wages and liquidated damages going back three years under the FLSA, six years under the New York statute and two years under the North Carolina statute.

On June 11, 2010, a collective and class action complaint entitled Catherine Wilkie, individually and on behalf of all others similarly situated v. Gentiva Health Services, Inc. was filed in the United States District Court for the Eastern District of California against the Company in which a former employee alleges wage and hour violations under the FLSA and California law. The complaint alleges that the Company paid some of its employees on both a per visit and hourly basis, thereby voiding their exempt status and entitling them to overtime pay. The complaint further alleges that California employees were subject to violations of state laws requiring meal and rest breaks, accurate wage statements and timely payment of wages. The plaintiff seeks class certification, attorneys’ fees, back wages, penalties, and damages going back three years on the FLSA claim and four years on the state wage and hour claims.

Given the preliminary stage of the Rindfleisch and Wilkie lawsuits, the Company is unable to assess the probable outcome or potential liability, if any, arising from these proceedings on the business, financial condition, results of operations, liquidity or capital resources of the Company. The Company does not believe that an estimate of a reasonably possible loss or range of loss can be made for these lawsuits at this time. The Company intends to defend itself vigorously in these lawsuits.

Odyssey Merger Litigation

Three putative class action lawsuits have been filed in connection with the Company’s acquisition (“Merger”) of Odyssey HealthCare, Inc. (“Odyssey”). The first, entitled Pompano Beach Police & Firefighters’ Retirement System v. Odyssey HealthCare, Inc. et al., was filed on May 27, 2010 in the County Court, Dallas County, Texas. The second, entitled Eric Hemminger et al. v. Richard Burnham et al., was filed on June 9, 2010 in the District Court, Dallas, Texas. The third, entitled John O. Hansen v. Odyssey HealthCare, Inc. et al., was filed on July 2, 2010 in the United States District Court for the Northern District of Texas. All three lawsuits name the Company, GTO Acquisition Corp., Odyssey and the members of Odyssey’s board of directors as defendants. All three lawsuits are brought by purported stockholders of Odyssey, both individually and on behalf of a putative class of stockholders, alleging that Odyssey’s board of directors breached its fiduciary duties in connection with the Merger by failing to maximize shareholder value and that the Company and Odyssey aided and abetted the alleged breaches. On September 28, 2010, plaintiff in the Hemminger action filed a motion for consolidation in the District Court, seeking to consolidate the Hemminger action with the Pompano Beach action. On October 8, 2010, the District Court granted plaintiff’s motion to consolidate and transferred the Hemminger action to County Court No. 5 in Dallas County, Texas. On October 12, 2010, Gentiva entered a general denial with respect to the material allegations in both the Pompano Beach and Hemminger complaints. On December 16, 2010, defendants in the actions executed a Memorandum of Understanding (“MOU”) with plaintiffs Pompano Beach Police & Firefighters’ Retirement System, Eric Hemminger and John O. Hansen reflecting an agreement in principle to settle each of the actions for additional disclosures which were included in Odyssey’s Definitive Proxy Statement on Schedule 14A, filed on July 9, 2010. Defendants also agreed not to contest an application for attorneys’ fees to be made by plaintiffs, which application shall not exceed $675,000. The settlement remains subject to notice to the putative class and court approval.

Federal Securities Class Action Litigation

On November 2, 2010, a putative shareholder class action complaint, captioned Endress v. Gentiva Health Services, Inc. et al., Civil Action No. 10-CV-5064, was filed in the United States District Court for the Eastern District of New York. The action, which names Gentiva and certain current and former officers as defendants, asserts claims under Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 in connection with the Company’s participation in the Medicare Home Health Prospective Payment System (“HH PPS”). The complaint alleges that the Company’s public disclosures misrepresented and failed to disclose that the Company improperly increased the number of in-home therapy visits to patients for the purposes of triggering higher reimbursement rates under the HH PPS, which caused an artificial inflation in the price of Gentiva’s common stock during the period between July 31, 2008 and July 20, 2010. On January 21, 2011, the Minneapolis Police Relief Association (the

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“MPRA”) moved to intervene as a named plaintiff in the action and further requested that, to the extent its motion was granted, the Court appoint it lead plaintiff. On February 7, 2011, the defendants filed a limited objection to the motion to intervene and, on February 17, 2011, the MPRA responded. On July 19, 2011, the Court granted the MPRA’s motion to intervene as a named plaintiff, but denied, without prejudice, its request to be appointed lead plaintiff. On July 25, 2011, plaintiff Endress filed a motion seeking to withdraw as plaintiff, and the MPRA renewed its motion seeking to be appointed lead plaintiff.

On September 14, October 11, October 20 and October 25, 2011, four additional putative shareholder class action complaints, captioned Cement Masons & Plasterers Joint Pension Trust v. Gentiva Health Services, Inc. et al., Civil Action No. 11-CV-4433, International Union of Operating Engineers Pension Fund of Eastern Pennsylvania and Delaware v. Gentiva Health Services, Inc. et al., Civil Action No. 11-CV-4906, Arkansas Teacher Retirement System v. Gentiva Health Services, Inc. et al., Civil Action No. 11-CV-5126, and Douglas Dahlgard v. Gentiva Health Services, Inc. et al., Civil Action No. 11-CV-5199, respectively, were filed in the United States District Court for the Eastern District of New York. Like the Endress action, the Cement Masons, International Union, Arkansas Teacher, and Dahlgard actions name Gentiva and certain current and former officers as defendants, and assert claims under Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 in connection with the Company’s participation in the Medicare HH PPS. The complaints allege that the Company’s public disclosures misrepresented and failed to disclose that the Company improperly increased the number of in-home therapy visits to patients for the purposes of triggering higher reimbursement rates under the HH PPS, which caused an artificial inflation in the price of Gentiva’s common stock during the period between July 31, 2008 and July 20, 2010 (Cement Masons), July 31, 2008 and September 30, 2011 (International Union and Arkansas Teacher), and July 31, 2008 and October 4, 2011 (Dahlgard).

On October 5, 2011, the Cement Masons & Plasterers Joint Pension Trust (“Cement Masons”) requested that the Court consolidate the Cement Masons action with the Endress action and further requested that the Court appoint Cement Masons lead plaintiff. On October 11, 2011, the International Union of Operating Engineers Pension Fund of Eastern Pennsylvania and Delaware (“International Union”) requested consolidation of the Cement Masons action and the International Union action with the Endress action and further requested that the Court appoint International Union lead plaintiff. On October 20, 2011, the Arkansas Teacher Retirement System (“Arkansas Teacher”) requested consolidation of the Cement Masons, International Union and Arkansas Teacher actions with the Endress action and further requested that the Court appoint Arkansas Teacher lead plaintiff. On October 27, 2011, Douglas Dahlgard (“Dahlgard”) requested consolidation of the Cement Masons, International Union, Arkansas Teacher and Dahlgard actions with the Endress action and further requested that the Court appoint Dahlgard lead plaintiff.

On November 2, 2011, the Court (i) granted plaintiff Endress’ motion to withdraw as plaintiff; (ii) ordered the consolidation of the Endress, Cement Masons, International Union, Arkansas Teacher and Dahlgard actions under the caption In re Gentiva Securities Litigation, Civil Action No. 10-CV-5064; and (iii) set a deadline of January 2, 2012 for all motions by any putative class member seeking to be appointed lead plaintiff.

The defendants have not yet responded to the complaints. Given the preliminary stage of the actions, the Company is unable to assess the probable outcome or potential liability, if any, arising from these actions on the business, financial condition, results of operations, liquidity or capital resources of the Company. The Company does not believe that an estimate of a reasonably possible loss or range of loss can be made for these actions at this time. The defendants intend to defend themselves vigorously in these actions.

Shareholder Derivative Litigation

On January 4, 2011, a shareholder derivative complaint, captioned Jacobs v. Malone et al., Civil Action No. 11-CV-1102-9, was filed in Superior Court of DeKalb County in the State of Georgia. The action, which names Gentiva’s current directors as defendants, alleges, among other things, that Gentiva’s board of directors breached its fiduciary duties to the Company. Specifically, the complaint alleges that Gentiva’s board of directors had actual or constructive knowledge that the Company’s public disclosures misrepresented and failed to disclose that the

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Company improperly increased the number of in-home therapy visits to patients for the purpose of triggering higher reimbursement rates under HH PPS, which caused an artificial inflation in the price of Gentiva’s common stock during the period between July 31, 2008 and July 20, 2010. On March 21, 2011, the action was stayed by stipulation among the parties pending a final decision on any motion to dismiss in the above-mentioned Endress action. On October 4, 2011, plaintiff in the Jacobs action filed a Notice of Termination of the Stay.

On October 7 and October 13, 2011, two additional shareholder derivative complaints, captioned Stevens v. Strange, et al., Civil Action No. 11-CV-3429, and Cuzzola v. Strange, et al., Civil Action No. 11-CV-3506, respectively, were filed in the United States District Court for the Northern District of Georgia. The Stevens and Cuzzola actions, which name Gentiva’s current directors and one former officer as defendants, allege, among other things, that Gentiva’s board of directors breached its fiduciary duties to the Company. The actions also assert a claim under Section 14(a) of the Securities Exchange Act of 1934. Like the Jacobs action, the complaints allege that Gentiva’s board of directors had actual or constructive knowledge that the Company’s public disclosures misrepresented and failed to disclose that the Company improperly increased the number of in-home therapy visits to patients for the purpose of triggering higher reimbursement rates under HH PPS, which caused an artificial inflation in the price of Gentiva’s common stock. The complaints further allege that the Company’s Proxy Statement for its 2010 Annual Meeting of Shareholders was materially false and misleading.

On October 31, 2011, an additional shareholder derivative complaint, captioned Grossi v. Strange, et al., Civil Action No. 11-CV-11728-6, was filed in Superior Court of DeKalb County in the State of Georgia. The action, which names Gentiva’s current directors as defendants, alleges, among other things, that Gentiva’s board of directors breached its fiduciary duties to the Company. The complaint alleges that Gentiva’s board of directors had actual or constructive knowledge that the Company’s public disclosures misrepresented and failed to disclose that the Company improperly increased the number of in-home therapy visits to patients for the purpose of triggering higher reimbursement rates under HH PPS, which caused an artificial inflation in the price of Gentiva’s common stock.

The defendants have not yet responded to the complaints. Given the preliminary stage of the actions, the Company is unable to assess the probable outcome or potential liability, if any, arising from these actions on the business, financial condition, results of operations, liquidity or capital resources of the Company. The Company does not believe that an estimate of a reasonably possible loss or range of loss can be made for these actions at this time. The defendants intend to defend themselves vigorously in these actions.

Indemnification

HME and IV Disposition

The Company has agreed to indemnify the Lincare Indemnified Parties (as such term is defined in the Asset Purchase Agreement dated as of February 1, 2010 (“APA”) covering the sale on such date of the Company’s HME and IV businesses) from any claims arising from (i) any breach of, or failure to perform, any representations, warranties, covenants and other obligations by certain of the Company’s subsidiaries, as sellers under the APA, (ii) the Lincare Indemnified Parties’ being required to assume or discharge any of certain specified excluded liabilities under the APA or (iii) the Lincare Indemnified Parties’ being required to assume or discharge by operation of law any indebtedness, liability or obligation of certain of the Company’s subsidiaries, as sellers under the APA, other than certain specified liabilities assumed by Lincare Inc. The representations, warranties, covenants and agreements made by the Company’s subsidiaries in the APA generally survive for a period of two years from the closing date, except that certain specified representations and warranties survive for the applicable statute of limitations. The maximum aggregate liability of the Company for any breaches of representations and warranties contained in the APA is $14 million.

Government Matters

PRRB Appeal

In connection with the audit of the Company’s 1997 cost reports, the Medicare fiscal intermediary made certain audit adjustments related to the methodology used by the Company to allocate a portion of its residual overhead costs. The Company filed cost reports for years subsequent to 1997 using the fiscal intermediary’s methodology. The Company believed the methodology it used to allocate such overhead costs was accurate and

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consistent with past practice accepted by the fiscal intermediary; as such, the Company filed appeals with the Provider Reimbursement Review Board (“PRRB”) concerning this issue with respect to cost reports for the years 1997, 1998 and 1999. The Company’s consolidated financial statements for the years 1997, 1998 and 1999 had reflected use of the methodology mandated by the fiscal intermediary. In June 2003, the Company and its Medicare fiscal intermediary signed an Administrative Resolution relating to the issues covered by the appeals pending before the PRRB. Under the terms of the Administrative Resolution, the fiscal intermediary agreed to reopen and adjust the Company’s cost reports for the years 1997, 1998 and 1999 using a modified version of the methodology used by the Company prior to 1997. This modified methodology will also be applied to cost reports for the year 2000, which are currently under audit. The Administrative Resolution required that the process to (i) reopen all 1997 cost reports, (ii) determine the adjustments to allowable costs through the issuance of Notices of Program Reimbursement and (iii) make appropriate payments to the Company, be completed in early 2004. Cost reports relating to years subsequent to 1997 were to be reopened after the process for the 1997 cost reports was completed.

The fiscal intermediary completed the reopening of all 1997, 1998 and 1999 cost reports and determined that the adjustment to allowable costs aggregated $15.9 million which the Company has received and recorded as adjustments to net revenues in the fiscal years 2004 through 2006. The Company is unable to predict when CMS will finalize all items relating to the 2000 cost reports.

Senate Finance Committee Report

In a letter dated May 12, 2010, the United States Senate Finance Committee requested information from the Company regarding its Medicare utilization rates for therapy visits. The letter was sent to all publicly traded home healthcare companies mentioned in a Wall Street Journal article that explored the relationship between the Centers for Medicare & Medicaid Services’ home health policies and the utilization rates of some health agencies. The Company responded to this request as well as to supplemental requests for information. On October 3, 2011, the Senate Finance Committee released its report, which generally criticized certain of the home health therapy practices of publicly traded home healthcare companies, including the Company. The Company maintains its belief that it has provided and is providing the highest quality of care and has received and continues to receive payment within the standards set forth by the reimbursement system established by CMS. The Company is unable to assess the probable outcome or potential liability, if any, arising from this matter on the business, financial condition, results of operations, liquidity or capital resources of the Company. The Company does not believe that an estimate of a reasonably possible loss or range of loss can be made for this matter at this time.

Subpoenas

In April 2003, the Company received a subpoena from the Department of Health and Human Services, Office of Inspector General, Office of Investigations (“OIG”). The subpoena sought information regarding the Company’s implementation of settlements and corporate integrity agreements entered into with the government, as well as the Company’s treatment on cost reports of employees engaged in sales and marketing efforts. In February 2004, the Company received a subpoena from the U.S. Department of Justice (“DOJ”) seeking additional information related to the matters covered by the OIG subpoena. In early May 2010, the Company reached an agreement in principle, subject to final approvals, with the government to resolve this matter. Under the agreement, the Company agreed to pay the government $12.5 million, of which $9.5 million was recorded as a charge in the first nine months of 2010 with the remaining $3 million covered by a previously-recorded reserve. On May 24, 2011, a final settlement agreement in accordance with the earlier agreement in principle was entered into between the government and the Company resolving this matter and the Company paid the $12.5 million during the first nine months of 2011.

On July 13, 2010, the SEC informed the Company that the SEC had commenced an investigation relating to the Company’s participation in the Medicare Home Health Prospective Payment System, and, on July 16, 2010, the Company received a subpoena from the SEC requesting certain documents in connection with its investigation. Similar to the Senate Finance Committee request, the SEC subpoena, among other things, focused on issues related to the number of and reimbursement received for therapy visits before and after changes in the Medicare reimbursement system, relationships with physicians, compliance efforts including compliance with fraud and abuse laws, and certain documents sent to the Senate Finance Committee. The Company is in the process of responding to the SEC’s request. The Company is unable to assess the probable outcome or potential liability, if any, arising from this matter on the business, financial condition, results of operations, liquidity or capital resources of the Company. The Company does not believe that an estimate of a reasonably possible loss or range of loss can be made for this matter at this time.

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Investigations Involving Odyssey

On February 14, 2008, Odyssey received a letter from the Medicaid Fraud Control Unit of the Texas Attorney General’s office notifying Odyssey that the Texas Attorney General was conducting an investigation concerning Medicaid hospice services provided by Odyssey, including its practices with respect to patient admission and retention, and requesting medical records of approximately 50 patients served by its programs in the State of Texas. Based on the limited information that Odyssey has at this time, the Company cannot predict the outcome of this investigation, the Texas Attorney General’s views of the issues being investigated or any actions that the Texas Attorney General may take.

On May 5, 2008, Odyssey received a letter from the DOJ notifying Odyssey that the DOJ was conducting an investigation of VistaCare, Inc. (“VistaCare”) and requesting that Odyssey provide certain information and documents related to the DOJ’s investigation of claims submitted by VistaCare to Medicare, Medicaid and the U.S. government health insurance plan for active military members, their families and retirees, formerly the Civilian Health and Medical Program of the Uniformed Services (“TRICARE”), from January 1, 2003 through March 6, 2008, the date Odyssey completed the acquisition of VistaCare. Odyssey has been informed by the DOJ and the Medicaid Fraud Control Unit of the Texas Attorney General’s Office that they are reviewing allegations that VistaCare may have billed the federal Medicare, Medicaid and TRICARE programs for hospice services that were not reasonably or medically necessary or performed as claimed. The basis of the investigation is a qui tam lawsuit filed in the United States District Court for the Northern District of Texas by a former employee of VistaCare. The lawsuit was unsealed on October 5, 2009 and served on Odyssey on January 28, 2010. In connection with the unsealing of the complaint, the DOJ filed a notice with the court declining to intervene in the qui tam action at such time. The Texas Attorney General also filed a notice of non-intervention with the court. These actions should not be viewed as a final assessment by the DOJ or the Texas Attorney General of the merits of this qui tam action. Odyssey continues to cooperate with the DOJ and the Texas Attorney General in their investigation. The relator has continued to pursue the qui tam lawsuit that is in the motion to dismiss phase. Based on the information that Odyssey has at this time, the Company cannot predict the outcome of the qui tam lawsuit, the governments’ continuing investigation, the DOJ’s or Texas Attorney General’s views of the issues being investigated, other than the DOJ’s and Texas Attorney General’s notice declining to intervene in the qui tam action, or any actions that the DOJ or Texas Attorney General may take.

On October 28, 2011, the Assistant United States Attorney for the Northern District of Texas notified Odyssey and the Company of the existence of a second qui tam lawsuit against VistaCare, doing business as VistaCare Hospice, Odyssey Healthcare, Inc., and Gentiva Healthcare Services, that had initially been filed on October 29, 2010, in the Northern District of Alabama, but transferred to the Northern District of Texas due to the similarity of allegations with the first qui tam lawsuit. A non-intervention order and unsealing of the second complaint was entered by the District Court for the Northern District of Texas on October 27, 2011. The Company believes this action should not be viewed as a final assessment by the DOJ of the merits of this qui tam action. Based on the limited information that Odyssey has at this time, the Company cannot predict the outcome of this second qui tam lawsuit, the government’s continuing investigation, the DOJ’s views of the issues being investigated, other than the DOJ’s non-intervention in the qui tam action, or any actions that the DOJ may take.

On January 5, 2009, Odyssey received a letter from the Georgia State Health Care Fraud Control Unit notifying Odyssey that the Georgia State Health Care Fraud Unit was conducting an investigation concerning Medicaid hospice services provided by VistaCare from 2003 through 2007 and requesting certain documents. Odyssey is cooperating with the Georgia State Health Care Fraud Control Unit and has complied with the document request. Based on the limited information that Odyssey has at this time, the Company cannot predict the outcome of the investigation, the Georgia State Health Care Fraud Control Unit’s views of the issues being investigated or any actions that the Georgia State Health Care Fraud Control Unit may take.

On February 2, 2009, Odyssey received a subpoena from the OIG requesting certain documents related to Odyssey’s provision of continuous care services from January 1, 2004 through February 2, 2009. On September 9, 2009, Odyssey received a second subpoena from the OIG requesting medical records for certain patients who had been provided continuous care services by Odyssey during the same time period. Odyssey is cooperating with the OIG and has completed its subpoena production for the two aforementioned subpoenas. On June 24, 2011, Odyssey received a third subpoena from the OIG requesting medical records for certain patients who had been provided continuous care services by Odyssey during the same time period. Based on the information that Odyssey has at this time, the Company cannot predict with certainty the outcome of the government’s continuing investigation.

On February 23, 2010, Odyssey received a subpoena from the OIG requesting various documents and certain patient records of one of Odyssey’s hospice programs relating to services performed from January 1, 2006 through December 31, 2009. Odyssey is cooperating with the OIG and has completed its subpoena production. Based on the limited information that Odyssey has at this time, the Company cannot predict the outcome of the investigation, the OIG’s views of the issues being investigated or any actions that the OIG may take.

During the third quarter and first nine months of 2011 and in connection with the above investigations involving Odyssey, the Company has recorded a reserve of $6.5 million and $25.0 million, respectively, for its litigation exposure that is probable and estimable. Except for this specific reserve, the Company does not believe that an estimate of a reasonably possible loss or range of loss can be made at this time. Based on the limited information that Odyssey has at this time regarding the investigations, the Company is unable to predict the additional impact, if any, that the investigations may have on Odyssey’s and the Company’s business, financial condition, results of operations, liquidity or capital resources.

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15. Income Taxes

The Company’s provision for income taxes consists of current and deferred federal and state income tax expense. On continuing operations, the Company recorded an income tax benefit of $87.5 million for the third quarter of 2011 and an income tax benefit of $77.0 million for the nine months ended September 30, 2011. The difference between the federal statutory income tax rate of 35.0 percent and the Company’s effective rate of 12.7 percent for the first nine months of 2011 is primarily due to state income taxes, net of federal benefit (approximately 4.7 percent), offset by the impact of impairment of goodwill, intangibles and other long-lived assets (approximately 26.2 percent) and other items (approximately 0.8 percent). In addition, the Company recorded reserves relating to uncertain tax positions associated with the deductibility of a portion of the Company’s payment to the Office of the Inspector General, as well as for uncertain tax positions on other legal settlement reserves. Excluding the tax impact of the impairment charges and reserves for uncertain tax positions, the Company’s effective tax rate relating to its continuing operations for both the third quarter and first nine months of 2011 would have been 39.6 percent.

The Company recorded a federal and state income tax provision of $4.6 million for the third quarter of fiscal 2010 and $25.5 million for the first nine months of 2010. The difference between the federal statutory income tax rate of 35 percent and the Company’s effective rate of 41.3 percent for the first nine months of 2010 is primarily due to state taxes, net of federal benefit (approximately 5.0 percent) and an increase in a capital loss and related valuation allowance relating to the CareCentrix legal settlement (approximately 2.5 percent) offset somewhat by items relating to Odyssey, including positive changes in Odyssey tax reserves subsequent to the acquisition date net of certain non-deductible transaction costs (approximately 0.6 percent) and various other items (approximately 0.6 percent).

The Company continues to participate in the IRS’ Compliance Assurance Program (“CAP”) which began with the 2010 tax year. As a result of the Company’s participation in CAP, management anticipates closing the 2010 and 2011 federal tax years by the end of 2011 and 2012, respectively. The Company remains under examination for income and non-income tax filings in various state and local jurisdictions from 2006 through current filings.

16. Business Segment Information

The Company’s operations involve servicing its patients and customers through its Home Health segment and its Hospice segment.

Home Health

The Home Health segment is comprised of direct home nursing and therapy services operations, including specialty programs and its consulting business. The Company conducts direct home nursing and therapy services operations through licensed and Medicare-certified agencies, located in 39 states, from which the Company provides various combinations of skilled nursing and therapy services, paraprofessional nursing services and, to a lesser extent, homemaker services generally to adult and elder patients. The Company’s direct home nursing and therapy services operations also deliver services to its customers through focused specialty programs that include:

• Gentiva Orthopedics, which provides individualized home orthopedic rehabilitation services to patients recovering from joint replacement or other major orthopedic surgery;

• Gentiva Safe Strides^®, which provides therapies for patients with balance issues who are prone to injury or immobility as a result of falling;

• Gentiva Cardiopulmonary, which helps patients and their physicians manage heart and lung health in a home-based environment;

• Gentiva Neurorehabilitation, which helps patients who have experienced a neurological injury or condition by removing the obstacles to healing in the patient’s home; and

• Gentiva Senior Health, which addresses the needs of patients with age-related diseases and issues to effectively and safely stay in their homes.

In addition, the Company provides consulting services to home health agencies which include operational support, billing and collection activities, and on-site agency support and consulting. As of September 30, 2011, the Company’s Rehab Without Walls^® and homemaker services businesses were reflected as discontinued operations in accordance with applicable accounting guidance. See Note 4 for additional information. Prior periods have been reclassified to conform with current presentation.

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Hospice

The Hospice segment serves terminally ill patients and their families through Medicare-certified providers operating in 30 states. Comprehensive management of the healthcare services and products needed by hospice patients and their families are provided through the use of an interdisciplinary team. Depending on a patient’s needs, each hospice patient is assigned an interdisciplinary team comprised of a physician, nurse(s), home health aide(s), medical social worker(s), chaplain, dietary counselor and bereavement coordinator, as well as other care professionals.

Corporate Expenses

Corporate expenses consist of costs relating to executive management and corporate and administrative support functions that are not directly attributable to a specific segment, including equity-based compensation expense. Corporate and administrative support functions represent primarily information services, accounting and finance, tax compliance, risk management, procurement, marketing, clinical administration, training, legal and human resource benefits and administration.

Other Information

The Company’s senior management evaluates performance and allocates resources based on operating contributions of the reportable segments, which exclude corporate expenses, depreciation, amortization and net interest costs, but include revenues and all other costs (including special items) directly attributable to the specific segment. Segment assets represent net accounts receivable, identifiable intangible assets, goodwill, and certain other assets associated with segment activities. All other assets are assigned to corporate assets for the benefit of all segments for the purposes of segment disclosure.

Segment net revenues by major payer source were as follows (in millions):

	Third Quarter
	2011						2010
	Home						Home
	Health		Hospice		Total		Health		Hospice		Total
Medicare	$	200.3	$	182.0	$	382.3	$	205.4	$	107.5	$	312.9
Medicaid and Local Government		13.2		8.0		21.2		14.7		4.6		19.3
Commercial Insurance and Other:
Paid at episodic rates		19.3		—		19.3		22.0		—		22.0
Other		20.4		6.5		26.9		21.9		3.6		25.5
Total net revenues	$	253.2	$	196.5	$	449.7	$	264.0	$	115.7	$	379.7
	First Nine Months
	2011						2010
	Home						Home
	Health		Hospice		Total		Health		Hospice		Total
Medicare	$	601.7	$	543.0	$	1,144.7	$	620.4	$	145.2	$	765.6
Medicaid and Local Government		39.8		23.4		63.2		45.7		6.2		51.9
Commercial Insurance and Other:
Paid at episodic rates		58.1		—		58.1		64.2		—		64.2
Other		64.0		19.6		83.6		71.0		4.9		75.9
Total net revenues	$	763.6	$	586.0	$	1,349.6	$	801.3	$	156.3	$	957.6

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Segment information about the Company’s operations is as follows (in thousands):

	Home Health			Hospice			Total
For the three months ended September 30, 2011
Net revenue—segments	$	253,240		$	196,508		$	449,748
Operating contribution	$	28,717	(1)	$	31,477	(1)	$	60,194
Corporate expenses								(28,570	)(1)
Goodwill, intangibles and other long-lived asset impairment								(643,305	)(4)
Dividend income								3,977	(2)
Depreciation and amortization								(7,453	)
Interest expense, net of interest income								(20,673	)
(Loss) income from continuing operations before income taxes and equity in earnings of CareCentrix, including gain on sale							$	(635,830	)
For the three months ended October 3, 2010
Net revenue—segments	$	263,937		$	115,744		$	379,681
Operating contribution	$	52,411	(1)	$	23,894	(1)	$	76,305
Corporate expenses								(45,300	)(1)
Depreciation and amortization								(5,943	)
Interest expense, net of interest income								(12,780	)
Income from continuing operations before income taxes and equity in earnings of CareCentrix							$	12,282
For the nine months ended September 30, 2011
Net revenue—segments	$	763,622		$	585,947		$	1,349,569
Operating contribution	$	105,427	(1)	$	104,301	(1)	$	209,728
Corporate expenses								(92,480	)(1)
Goodwill, intangibles and other long-lived asset impairment								(643,305	)(4)
Dividend income								8,590	(2)
Depreciation and amortization								(22,534	)
Interest expense, net of interest income								(68,342	)(3)
(Loss) income from continuing operations before income taxes and equity in earnings of CareCentrix, including gain on sale							$	(608,343	)
Segment assets	$	244,787		$	871,212		$	1,115,999
Corporate assets								423,586
Total assets							$	1,539,585
For the nine months ended October 3, 2010
Net revenue—segments	$	801,372		$	156,270		$	957,642
Operating contribution	$	155,988	(1)	$	31,516	(1)	$	187,504
Corporate expenses								(96,111	)(1)
Depreciation and amortization								(14,699	)
Gain on sale of assets, net								103
Interest expense and other, net of interest income								(14,980	)
Income from continuing operations before income taxes and equity in earnings of CareCentrix							$	61,817
Segment assets	$	665,881		$	1,064,348		$	1,730,229
Corporate assets								388,015
Total assets							$	2,118,244

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(1) For the third quarter and first nine months of 2011, the Company recorded charges relating to cost savings initiatives, acquisition and integration costs, other restructuring and legal settlements of $9.8 million and $34.9 million, respectively.

For the third quarter of 2010, the Company recorded charges relating to acquisition and integration costs and other restructuring of $22.8 million.

For the first nine months of 2010, the Company recorded charges relating to acquisition and integration costs, other restructuring and legal settlements of $40.7 million, which included (i) settlement costs and legal fees of $4.2 million related to a three-year old commercial contractual dispute involving the Company’s former subsidiary, CareCentrix, (ii) incremental charges of $9.5 million in connection with an agreement in principle, subject to final approvals, between the Company and the government to resolve the matters which were subject to a 2003 subpoena relating to the Company’s cost reports for the 1998 to 2000 periods and (iii) acquisition and integration costs, and other restructuring of $27.0 million. See Note 8 and Note 14 for additional information.

The charges were reflected as follows for segment reporting purposes (dollars in millions):

	Third Quarter				Nine Months
	2011		2010		2011		2010
Home Health	$	—	$	0.3	$	0.3	$	9.8
Hospice		0.8		0.2		1.6		0.2
Corporate administrative expenses		9.0		22.3		33.0		30.7
Total	$	9.8	$	22.8	$	34.9	$	40.7

(2) For the third quarter and first nine months of 2011, the Company recognized dividend income of $4.0 million and $8.6 million, respectively, as a result of the sale of the Company’s combined common and preferred ownership of CareCentrix.

(3) For the first nine months of 2011, interest expense and other, net of interest income included charges of $3.8 million relating to the write-off of deferred debt issuance costs and fees associated with terminating the Company’s interest rate swaps in connection with the refinancing of the Company’s Term Loan A and Term Loan B under the Company’s senior secured credit agreement. See Note 11 for additional information.

(4) For both the third quarter and first nine months of 2011, the Company recorded non-cash impairment charges associated with goodwill, intangibles and other long-lived assets of $643.3 million. Home health, hospice and corporate assets were reduced by $408.4 million, $193.7 million and $41.2 million, respectively, as of September 30, 2011 as a result of the impairment.

17. Supplemental Guarantor and Non-Guarantor Financial Information

Gentiva’s guarantor subsidiaries are guarantors to the Company’s debt securities which are registered under the Securities Act of 1933, as amended. The condensed consolidating financial statements presented below are provided pursuant to Rule 3-10 of Regulation S-X. Separate financial statements of each subsidiary guaranteeing Gentiva’s debt securities are not presented because the guarantor subsidiaries are jointly and severally, fully and unconditionally liable under the guarantees, and 100 percent owned by the Company. There are no restrictions on the ability to obtain funds from these subsidiaries by dividends or other means.

The following condensed consolidating financial statements include the balance sheets as of September 30, 2011 and December 31, 2010, statements of operations for the three months and nine months ended September 30, 2011 and October 3, 2010 and statements of cash flows for the nine months ended September 30, 2011 and October 3, 2010 of (i) Gentiva Health Services, Inc. (in each case, reflecting investments in its consolidated subsidiaries under the equity method of accounting), (ii) its guarantor subsidiaries, (iii) its non-guarantor subsidiaries, and (iv) the eliminations necessary to arrive at the information for the Company on a consolidated basis. The condensed consolidating financial statements should be read in conjunction with the accompanying consolidated financial statements.

35

Condensed Consolidating Balance Sheet

September 30, 2011

(In thousands)

	Gentiva Health Services, Inc.		Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Eliminations			Consolidated Total
ASSETS
Current assets:
Cash and cash equivalents	$	155,434	$	—	$	40,658	$	—		$	196,092
Receivables, net		—		252,810		18,751		(11,286	)		260,275
Deferred tax assets		—		29,366		2,045		—			31,411
Prepaid expenses and other current assets		—		30,945		9,422		(2,931	)		37,436
Total current assets		155,434		313,121		70,876		(14,217	)		525,214
Note receivable from CareCentrix		—		25,000		—		—			25,000
Fixed assets, net		—		45,896		344		—			46,240
Intangible assets, net		—		219,056		100		—			219,156
Goodwill		—		635,605		6,064		—			641,669
Investment in subsidiaries		1,045,465		21,939		—		(1,067,404	)		—
Other assets		—		82,298		8		—			82,306
Total assets	$	1,200,899	$	1,342,915	$	77,392	$	(1,081,621	)	$	1,539,585
LIABILITIES AND EQUITY
Current liabilities:
Current portion of long-term debt	$	13,437	$	—	$	—	$	—		$	13,437
Accounts payable		—		24,028		944		(11,286	)		13,686
Other current liabilities		—		215,575		51,948		(2,931	)		264,592
Total current liabilities		13,437		239,603		52,892		(14,217	)		291,715
Long-term debt		994,688		—		—		—			994,688
Deferred tax liabilities, net		—		32,108		—		—			32,108
Other liabilities		—		25,739		27		—			25,766
Total Gentiva shareholders’ equity		192,774		1,045,465		21,939		(1,067,404	)		192,774
Noncontrolling interests		—		—		2,534		—			2,534
Total equity		192,774		1,045,465		24,473		(1,067,404	)		195,308
Total liabilities and equity	$	1,200,899	$	1,342,915	$	77,392	$	(1,081,621	)	$	1,539,585

36

Condensed Consolidating Balance Sheet

December 31, 2010

(In thousands)

	Gentiva Health Services, Inc.		Guarantor Subsidiaries		Non- Guarantor Subsidiaries		Eliminations			Consolidated Total
ASSETS
Current assets:
Cash and cash equivalents	$	63,816	$	—	$	40,936	$	—		$	104,752
Receivables, net		—		253,874		20,018		(14,304	)		259,588
Deferred tax assets		—		26,323		1,832		—			28,155
Prepaid expenses and other current assets		—		47,536		5,784		(4,410	)		48,910
Total current assets		63,816		327,733		68,570		(18,714	)		441,405
Note receivable from CareCentrix		—		25,000		—		—			25,000
Investment in CareCentrix		—		25,635		—		—			25,635
Fixed assets, net		—		85,446		261		—			85,707
Intangible assets, net		—		373,957		100		—			374,057
Goodwill		—		1,079,002		6,064		—			1,085,066
Investment in subsidiaries		1,623,321		28,082		—		(1,651,403	)		—
Other assets		26,032		57,212		14		—			83,258
Total assets	$	1,713,169	$	2,002,067	$	75,009	$	(1,670,117	)	$	2,120,128
LIABILITIES AND EQUITY
Current liabilities:
Current portion of long-term debt	$	25,000	$	—	$	—	$	—		$	25,000
Accounts payable		—		29,814		52		(14,304	)		15,562
Other current liabilities		—		236,309		44,180		(4,410	)		276,079
Total current liabilities		25,000		266,123		44,232		(18,714	)		316,641
Long-term debt		1,026,563		—		—		—			1,026,563
Deferred tax liabilities, net		—		111,199		—		—			111,199
Other liabilities		26,032		1,424		37		—			27,493
Total Gentiva shareholders’ equity		635,574		1,623,321		28,082		(1,651,403	)		635,574
Noncontrolling interests		—		—		2,658		—			2,658
Total equity		635,574		1,623,321		30,740		(1,651,403	)		638,232
Total liabilities and equity	$	1,713,169	$	2,002,067	$	75,009	$	(1,670,117	)	$	2,120,128

Condensed Consolidating Statement of Operations

For the Three Months Ended September 30, 2011

(In thousands)

	Gentiva Health Services, Inc.			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Eliminations			Consolidated Total
Net revenues	$	—		$	439,140		$	13,299		$	(2,691	)	$	449,748
Cost of services sold		—			228,306			17,328			(2,691	)		242,943
Gross profit		—			210,834			(4,029	)		—			206,805
Selling, general and administrative expenses		—			(178,773	)		(3,861	)		—			(182,634	)
Goodwill, intangibles and other long-lived asset impairment		—			(643,305	)		—			—			(643,305	)
Dividend income		—			3,977			—			—			3,977
Interest (expense) income and other, net		(20,687	)		—			14			—			(20,673	)
Equity in earnings (loss) of subsidiaries		(461,283	)		(7,904	)		—			469,187			—
Income (loss) from continuing operations before income taxes and equity in net earnings of CareCentrix, including gain on sale		(481,970	)		(615,171	)		(7,876	)		469,187			(635,830	)
Income tax benefit (expense)		8,219			79,399			(80	)		—			87,538
Equity in net earnings of CareCentrix, including gain on sale		—			68,692			—			—			68,692
Income (loss) from continuing operations		(473,751	)		(467,080	)		(7,956	)		469,187			(479,600	)
Discontinued operations, net of tax		—			5,797			186			—			5,983
Net income (loss)		(473,751	)		(461,283	)		(7,770	)		469,187			(473,617	)
Noncontrolling interests		—			—			(134	)		—			(134	)
Net income (loss) attributable to Gentiva shareholders	$	(473,751	)	$	(461,283	)	$	(7,904	)	$	469,187		$	(473,751	)

37

Condensed Consolidating Statement of Operations

For the Three Months Ended October 3, 2010

(In thousands)

	Gentiva Health Services, Inc.			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated Total
Net revenues	$	—		$	371,620		$	11,136		$	(3,075	)	$	379,681
Cost of services sold		—			183,270			5,113			(3,075	)		185,308
Gross profit		—			188,350			6,023			—			194,373
Selling, general and administrative expenses		—			(167,489	)		(1,822	)		—			(169,311	)
Interest (expense) income and other, net		(12,805	)		—			25			—			(12,780	)
Equity in earnings of subsidiaries		15,788			2,651			—			(18,438	)		—
Income from continuing operations before income taxes and equity in net earnings of CareCentrix		2,983			23,512			4,226			(18,438	)		12,282
Income tax benefit (expense)		5,109			(8,171	)		(1,537	)		—			(4,599	)
Equity in net earnings of CareCentrix		—			518			—			—			518
Income from continuing operations		8,092			15,859			2,689			(18,438	)		8,201
Discontinued operations, net of tax		—			(71	)		95			—			24
Net income before noncontrolling interests		8,092			15,788			2,784			(18,438	)		8,225
Noncontrolling interests		—			—			(133	)		—			(133	)
Net income	$	8,092		$	15,788		$	2,651		$	(18,438	)	$	8,092

Condensed Consolidating Statement of Operations

For the Nine Months Ended September 30, 2011

(In thousands)

	Gentiva Health Services, Inc.			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated Total
Net revenues	$	—		$	1,319,162		$	38,801		$	(8,394	)	$	1,349,569
Cost of services sold		—			688,754			27,490			(8,394	)		707,850
Gross profit		—			630,408			11,311			—			641,719
Selling, general and administrative expenses		—			(535,958	)		(11,047	)		—			(547,005	)
Goodwill, intangibles and other long-lived asset impairment		—			(643,305	)		—			—			(643,305	)
Dividend income		—			8,590			—			—			8,590
Interest (expense) income and other, net		(68,387	)		—			45			—			(68,342	)
Equity in earnings (loss) of subsidiaries		(405,039	)		(2,244	)		—			407,283			—
Income (loss) from continuing operations before income taxes and equity in net earnings of CareCentrix, including gain on sale		(473,426	)		(542,509	)		309			407,283			(608,343	)
Income tax benefit (expense)		18,316			61,202			(2,511	)		—			77,007
Equity in net earnings of CareCentrix, including gain on sale		—			69,582			—			—			69,582
Income (loss) from continuing operations		(455,110	)		(411,725	)		(2,202	)		407,283			(461,754	)
Discontinued operations, net of tax		—			6,686			410			—			7,096
Net income (loss)		(455,110	)		(405,039	)		(1,792	)		407,283			(454,658	)
Noncontrolling interests		—			—			(452	)		—			(452	)
Net income (loss) attributable to Gentiva shareholders	$	(455,110	)	$	(405,039	)	$	(2,244	)	$	407,283		$	(455,110	)

38

Condensed Consolidating Statement of Operations

For the Nine Months Ended October 3, 2010

(In thousands)

	Gentiva Health Services, Inc.			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Eliminations			Consolidated Total
Net revenues	$	—		$	940,088		$	26,717		$	(9,163	)	$	957,642
Cost of services sold		—			443,412			17,511			(9,163	)		451,760
Gross profit		—			496,676			9,206			—			505,882
Selling, general and administrative expenses		—			(425,346	)		(3,842	)		—			(429,188	)
Gain on sale of assets, net		—			103			—			—			103
Interest (expense) income and other, net		(15,040	)		—			60			—			(14,980	)
Equity in earnings of subsidiaries		45,375			3,394			—			(48,769	)		—
Income from continuing operations before income taxes and equity in net earnings of CareCentrix		30,335			74,827			5,424			(48,769	)		61,817
Income tax benefit (expense)		6,001			(29,433	)		(2,102	)		—			(25,534	)
Equity in net earnings of CareCentrix		—			1,281			—			—			1,281
Income from continuing operations		36,336			46,675			3,322			(48,769	)		37,564
Discontinued operations, net of tax		—			(1,300	)		205			—			(1,095	)
Net income before noncontrolling interests		36,336			45,375			3,527			(48,769	)		36,469
Non controlling interests		—			—			(133	)		—			(133	)
Net income	$	36,336		$	45,375		$	3,394		$	(48,769	)	$	36,336

Condensed Consolidating Statement of Cash Flows

For the Nine Months Ended September 30, 2011

(In thousands)

	Gentiva Health Services, Inc.			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations		Consolidated Total
OPERATING ACTIVITIES:
Net cash (used in) provided by operating activities	$	(31,545	)	$	44,344		$	1,548		$	—	$	14,347
INVESTING ACTIVITIES:
Purchase of fixed assets		—			(14,393	)		(178	)		—		(14,571	)
Proceeds from sale of assets and businesses		—			142,281			52			—		142,333
Acquisition of businesses		—			(320	)		—			—		(320	)
Net cash provided by (used in) investing activities		—			127,568			(126	)		—		127,442
FINANCING ACTIVITIES:
Proceeds from issuance of common stock		7,005			—			—			—		7,005
Windfall tax benefits associated with equity-based compensation		194			—			—			—		194
Repayment of long-term debt		(43,438	)		—			—			—		(43,438	)
Debt issuance costs		(13,457	)		—			—			—		(13,457	)
Repayment of capital lease obligations		(210	)		—			—			—		(210	)
Other		—			1,157			(1,700	)		—		(543	)
Net payments related to intercompany financing		173,069			(173,069	)		—			—		—
Net cash provided by (used in) financing activities		123,163			(171,912	)		(1,700	)		—		(50,449	)
Net change in cash and cash equivalents		91,618			—			(278	)		—		91,340
Cash and cash equivalents at beginning of period		63,816			—			40,936			—		104,752
Cash and cash equivalents at end of period	$	155,434		$	—		$	40,658		$	—	$	196,092

39

Condensed Consolidating Statement of Cash Flows

For the Nine Months Ended October 3, 2010

(In thousands)

	Gentiva Health Services, Inc.			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Eliminations		Consolidated Total
OPERATING ACTIVITIES:
Net cash (used in) provided by operating activities	$	(3,187	)	$	97,480		$	(2,644	)	$	—	$	91,649
INVESTING ACTIVITIES:
Purchase of fixed assets		—			(9,161	)		(148	)		—		(9,309	)
Proceeds from sale of assets and businesses		—			8,796			—			—		8,796
Acquisition of businesses		—			(834,919	)		—			—		(834,919	)
Net cash used in investing activities		—			(835,284	)		(148	)		—		(835,432	)
FINANCING ACTIVITIES:
Proceeds from issuance of common stock		6,968			—			—			—		6,968
Windfall tax benefits associated with equity-based compensation		714			—			—			—		714
Proceeds from issuance of debt		1,075,000			—			—			—		1,075,000
Borrowings under revolving credit facility		30,000			—			—			—		30,000
Repayment under revolving credit facility		(30,000	)		—			—			—		(30,000	)
Repayment of long-term debt		(237,000	)		—			—			—		(237,000	)
Repayment of Odyssey long-term debt		(108,822	)		—			—			—		(108,822	)
Debt issuance costs		(58,324	)		—			—			—		(58,324	)
Repurchase of common stock		(4,985	)		—			—			—		(4,985	)
Repayment of capital lease obligations		(508	)		—			—			—		(508	)
Net payments related to intercompany financing		(740,452	)		737,804			2,648			—		—
Net cash (used in) provided by financing activities		(67,409	)		737,804			2,648			—		673,043
Net change in cash and cash equivalents		(70,596	)		—			(144	)		—		(70,740	)
Cash and cash equivalents at beginning of period		113,211			—			39,199			—		152,410
Cash and cash equivalents at end of period	$	42,615		$	—		$	39,055		$	—	$	81,670

18. Subsequent Event

Effective October 14, 2011, the Company finalized the sale of its homemaker services agencies in Joliet and Oak Park, Illinois to Premier Home Health Care Services, Inc. for total consideration of $2.4 million consisting of $2.0 million in cash and a receivable of $0.4 million held in escrow pending certain post closing conditions.

40

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Forward-looking Statements

Certain statements contained in this Quarterly Report on Form 10-Q, including, without limitation, statements containing the words “believes,” “anticipates,” “intends,” “expects,” “assumes,” “trends” and similar expressions, constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are based upon the Company’s current plans, expectations and projections about future events. However, such statements involve known and unknown risks, uncertainties and other factors that may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Such factors include, among others, the following:

• general economic and business conditions;

• demographic changes;

• changes in, or failure to comply with, existing governmental regulations;

• impact on the Company of recently passed healthcare reform legislation and its subsequent implementation through government regulations;

• legislative proposals for healthcare reform;

• changes in Medicare, Medicaid and commercial payer reimbursement levels;

• the outcome of any inquiries into the Company’s operations and business practices by governmental authorities;

• effects of competition in the markets in which the Company operates;

• liability and other claims asserted against the Company;

• ability to attract and retain qualified personnel;

• ability to access capital markets;

• availability and terms of capital;

• loss of significant contracts or reduction in revenues associated with major payer sources;

• ability of customers to pay for services;

• business disruption due to natural disasters, pandemic outbreaks or terrorist acts;

• ability to successfully integrate the operations of acquisitions the Company may make and achieve expected synergies and operational efficiencies within expected time-frames;

• ability to maintain compliance with our financial covenants under our Credit Agreement;

• effect on liquidity of the Company’s debt service requirements; and

• changes in estimates and judgments associated with critical accounting policies and estimates.

Forward-looking statements are found throughout “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and elsewhere in this Quarterly Report on Form 10-Q. The reader should not place undue reliance on forward-looking statements, which speak only as of the date of this report. Except as required under the federal securities laws and the rules and regulations of the Securities and Exchange Commission (“SEC”), the Company does not have any intention or obligation to publicly release any revisions to forward-looking statements to reflect unforeseen or other events after the date of this report. The Company has provided a detailed discussion of risk factors in its Annual Report on Form 10-K for the year ended December 31, 2010 and in various other filings with the SEC, including in this Quarterly Report on Form 10-Q. The reader is encouraged to review these risk factors and filings.

General

The following discussion and analysis provides information that management believes is relevant to an assessment and understanding of Gentiva’s results of operations and financial position. This discussion and analysis should be read in conjunction with the Company’s consolidated financial statements and related notes included elsewhere in this report.

The Company’s results of operations are impacted by various regulations and other matters that are implemented from time to time in its industry, some of which are described in the Company’s Annual Report on Form 10-K for the year ended December 31, 2010 and in other filings with the SEC.

41

Business and Overview

Gentiva Health Services, Inc. is a leading provider of home health services and hospice care serving patients through approximately 450 locations located in 42 states.

The Company provides a single source for skilled nursing; physical, occupational, speech and neurorehabilitation services; hospice services; social work; nutrition; disease management education; help with daily living activities; and other therapies and services. Gentiva’s revenues are generated from federal and state government programs, commercial insurance and individual consumers.

The Company’s operations involve servicing patients and customers through (i) its Home Health segment and (ii) its Hospice segment. Discontinued operations represent services and products provided to patients through the HME and IV businesses, the Company’s Rehab Without Walls^® business and the Company’s homemaker services business.

The federal and state government programs under which the Company generates a majority of its net revenues are subject to legislative and other risk factors that can make it difficult to determine future reimbursement rates for Gentiva’s services to its patients. In March 2010, President Obama signed into law the Patient Protection and Affordable Care Act (the “Affordable Care Act”) which represents a $39.5 billion reduction in Medicare home health spending over an extended period. The law phases in the reductions over seven years, including rebasing of Medicare reimbursement rates over a four year period beginning in 2014, with reductions resulting from rebasing not to exceed 3.5 percent in any one year. The Company anticipates that many of the provisions of the Affordable Care Act may be subject to further clarification and modification through the rule-making process. In addition, on October 31, 2011, CMS issued a final rule to update and revise Medicare home health rates for calendar year 2012, as further discussed in the “Liquidity” section of this Management’s Discussion and Analysis of Financial Condition and Results of Operations.

The commercial insurance industry is continually seeking ways to control the cost of services to patients that it covers. One of the ways it seeks to control costs is to require greater efficiencies from its providers, including home healthcare companies. Various states have addressed budget pressures by considering or implementing reductions in various healthcare programs, including reductions in rates or changes in patient eligibility requirements. The Company has also decided to reduce participation in certain Medicaid and other state and county programs.

The Company believes that several marketplace factors can contribute to its future growth. First, the Company is a leader in a highly fragmented home healthcare and hospice industry populated by more than 20,000 Medicare certified providers of varying size and resources. Second, the cost of a home healthcare visit to a patient can be significantly lower than the cost of an average day in a hospital or skilled nursing institution and third, the demand for home care is expected to grow, primarily due to an aging U.S. population. The Company expects to capitalize on these factors through a determined set of strategic priorities, as follows: growing revenues from services provided to the geriatric population, with a particular emphasis on expanding the penetration of the Company’s innovative specialty programs; focusing on clinical associate recruitment, retention and productivity; evaluating and closing opportunistic acquisitions; seeking further operating leverage through more efficient utilization of existing resources; implementing technology to support the Company’s various initiatives; and strengthening the Company’s balance sheet to support future growth. The Company anticipates executing these strategies by continuing to expand its sales presence, making operational improvements and deploying new technologies, providing employees with leadership training and instituting retention initiatives, ensuring strong ethics and corporate governance, and focusing on shareholder value.

Management intends the discussion of the Company’s financial condition and results of operations that follows to provide information that will assist in understanding its financial statements, the changes in certain key items in those financial statements from period to period, and the primary factors that accounted for those changes, as well as how certain accounting principles, policies and estimates affect the Company’s financial statements.

Results of Operations

The historical results that follow present a discussion of the Company’s consolidated operating results using the historical results of Gentiva prepared in accordance with accounting principles generally accepted in the United States of America (GAAP) for the periods presented.

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The comparison of results of operations for the nine months ended September 30, 2011 and October 3, 2010 has been impacted significantly by the following items:

• During the third quarter of 2011, the Company determined a triggering event had occurred and performed an interim impairment test of its identifiable intangible assets and goodwill. The triggering event was the change in business climate, including uncertainties around Medicare reimbursement as the federal government works to reduce the federal deficit. The interim test concluded that the fair value of certain identifiable intangible assets, as well as goodwill, was less than their carrying value. As such, the Company recognized an impairment loss of approximately $602.1 million during the third quarter and first nine months of 2011;

• In connection with the Odyssey acquisition, the Company conducted a strategic evaluation of its various field operating systems to review alternatives towards achieving a comprehensive platform, capable of handling both its Home Health and Hospice business segments. During the third quarter of 2011 the Company continued to progress with its review of alternatives to replacing various field operating systems and in connection with that review recorded a non-cash impairment charge of approximately $40.3 million related to developed software. In addition, the Company conducted a review of real estate it owned in Dothan, Alabama, which indicated that the estimated fair value of the real estate was lower than the carrying value and recorded a non-cash impairment charge of approximately $0.9 million. These charges are recorded in goodwill, intangible assets and other long-lived asset impairment in the Company’s consolidated statements of operations for the third quarter and first nine months of 2011;

• The Company sold its remaining investment in CareCentrix and recognized dividend income of approximately $4.0 million and $8.6 million in the third quarter and first nine months of 2011, respectively, representing a 12% cumulative preferred dividend received on the sale of the Company’s preferred stock investment in CareCentrix. The Company also recognized an approximate $68.3 million net gain on the sale of the remaining common and preferred stock of CareCentrix;

• Incremental net revenues related to businesses acquired in the Hospice segment during 2010 approximated $89.6 million and $437.9 million for the third quarter and first nine months of 2011, respectively;

• The Company recorded charges relating to cost savings initiatives, acquisition and integration activities, other restructuring and legal settlements of $9.8 million and $34.9 million in the third quarter and first nine months of 2011, respectively, and $22.8 million and $40.7 million in the third quarter and first nine months of 2010, respectively; and

• The Company disposed of its Rehab Without Walls^® business during the third quarter of 2011. The Company recognized a gain of approximately $9.1 million associated with the sale of this business. The Company also concluded the assets of the homemaker services agency met the definition of assets held for sale and included both the Rehab Without Walls^® business and the homemaker services agency in discontinued operations for all periods presented.

The Company is currently in negotiations with its lenders under the Credit Agreement to obtain a waiver of compliance with its financial covenants or an amendment of its Credit Agreement for the fourth quarter of 2011. In addition, based on reductions in Medicare reimbursement for 2012 and possible outcomes from the Super Committee (a select group of 12 members of both the U.S. House of Representatives and U.S. Senate created under the Budget Control Act of 2011) working on proposals to further reduce federal deficit spending, the Company anticipates that it will be further out of compliance with its financial covenants under the Credit Agreement in 2012. If the Company does not meet its financial covenants and is unable to obtain a waiver or amendment of its Credit Agreement or other permitted remedies, the Company would default under its Credit Agreement which would allow its lenders to accelerate the amounts the Company owes under its Credit Agreement, or avail themselves of other remedies under the Credit Agreement, including foreclosure on the collateral securing its debt.

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Net Revenues

A summary of the Company’s net revenues by segment follows (in millions):

	Third Quarter							First Nine Months
	2011		2010		Percentage Variance			2011		2010		Percentage Variance
Home Health	$	253.2	$	264.0		(4.1	%)	$	763.6	$	801.3		(4.7	%)
Hospice		196.5		115.7		69.8	%		586.0		156.3		275.0	%
Total net revenues	$	449.7	$	379.7		18.5	%	$	1,349.6	$	957.6		40.9	%

A summary of the Company’s net revenues by payer follows (in millions):

	Third Quarter
	2011						2010
	Home Health		Hospice		Total		Home Health		Hospice		Total
Medicare	$	200.3	$	182.0	$	382.3	$	205.4	$	107.5	$	312.9
Medicaid and Local Government		13.2		8.0		21.2		14.7		4.6		19.3
Commercial Insurance and Other:
Paid at episodic rates		19.3		—		19.3		22.0		—		22.0
Other		20.4		6.5		26.9		21.9		3.6		25.5
Total net revenues	$	253.2	$	196.5	$	449.7	$	264.0	$	115.7	$	379.7
	First Nine Months
	2011						2010
	Home Health		Hospice		Total		Home Health		Hospice		Total
Medicare	$	601.7	$	543.0	$	1,144.7	$	620.4	$	145.2	$	765.6
Medicaid and Local Government		39.8		23.4		63.2		45.7		6.2		51.9
Commercial Insurance and Other:
Paid at episodic rates		58.1		—		58.1		64.2		—		64.2
Other		64.0		19.6		83.6		71.0		4.9		75.9
Total net revenues	$	763.6	$	586.0	$	1,349.6	$	801.3	$	156.3	$	957.6

For the third quarter of 2011 as compared to the third quarter of 2010, net revenues increased by $70.0 million, or 18.5 percent, to $449.7 million from $379.7 million. For the first nine months of 2011 as compared to the first nine months of 2010, net revenues increased by $392.0 million, or 40.9 percent, to $1,349.6 million from $957.6 million.

Home Health

Home Health segment revenues are derived from all three payer groups: Medicare, Medicaid and Local Government and Commercial Insurance and Other. Third quarter 2011 net revenues were $253.2 million, down $10.8 million, or 4.1 percent, from $264.0 million in the prior year period. For the first nine months of 2011, net revenues were $763.6 million, down $37.7 million, or 4.7 percent, from $801.3 million in the prior year period. The decrease is primarily attributable to the CMS reimbursement rate cut of 5.22 percent for 2011 and additional decreases in the Medicaid and Local Government and Commercial Insurance and Other payer sources as the Company continues its strategy to reduce or eliminate certain lower gross margin business.

Net revenues for the first nine months of 2011 were impacted by a net increase of approximately $2.3 million relating to businesses acquired or sold in fiscal year 2010. There was no similar impact in the third quarter of 2011.

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The Company’s episodic revenues decreased 3.4 percent and 3.6 percent for the third quarter and first nine months of 2011, respectively. A summary of the Company’s combined Medicare and non-Medicare Prospective Payment System (“PPS”) business paid at episodic rates follows (dollars in millions):

	Third Quarter							First Nine Months
	2011		2010		Percentage Variance			2011		2010		Percentage Variance
Home Health
Medicare	$	200.3	$	205.4		(2.5	%)	$	601.7	$	620.4		(3.0	%)
Paid at episodic rates		19.3		22.0		(12.1	%)		58.1		64.2		(9.5	%)
Total	$	219.6	$	227.4		(3.4	%)	$	659.8	$	684.6		(3.6	%)

Key Company statistics related to episodic revenues were as follows:

	Third Quarter							First Nine Months
					Percentage							Percentage
	2011		2010		Variance			2011		2010		Variance
Episodes		72,000		69,100		4.2	%		216,400		211,600		2.3	%
Revenue per episode	$	3,050	$	3,290		(7.3	%)	$	3,050	$	3,240		(5.9	%)

Episode volume for the third quarter and first nine months of 2011 increased 4.2 percent and 2.3 percent, respectively. Similarly, admissions increased by 4.8 percent for the third quarter, from 47,600 in the third quarter of 2010 to 49,900 in the third quarter of 2011, and by 1.9 percent for the first nine months of 2011, from 147,900 for the first nine months of 2010 to 150,700 in the first nine months of 2011. There were approximately 1.44 episodes for each admission during both the third quarter and first nine months of 2011. There were approximately 1.45 and 1.43 episodes, respectively, for each admission during the third quarter and first nine months of 2010.

In the third quarter and first nine months of 2011, Medicare and non-Medicare PPS revenues as a percent of total Home Health revenues were 86.7 percent and 86.4 percent, respectively, as compared to 86.1 percent and 85.4 percent, respectively, for the corresponding periods in 2010. In the third quarter of 2011, revenues from specialty programs as a percent of total Medicare and non-Medicare PPS Home Health revenues were 49 percent as compared to 43 percent for the third quarter of 2010. In the first nine months of 2011, revenues from specialty programs as a percent of total Medicare and non-Medicare PPS Home Health revenues were 48 percent as compared to 42 percent for the first nine months of 2010.

Revenues from Medicaid and Local Government payer sources were $13.2 million and $39.8 million in the third quarter and first nine months of 2011, respectively, as compared to $14.7 million and $45.7 million in the third quarter and first nine months of 2010, respectively. Revenues from Commercial Insurance and Other payer sources, excluding non-Medicare PPS revenues, were $20.4 million in the third quarter of 2011 as compared to $21.9 million in the third quarter of 2010. For the first nine months of 2011 as compared to the corresponding period of 2010, revenues from Commercial Insurance and Other payer sources were $64.2 million and $71.0 million, respectively.

Hospice

Hospice revenues are derived from all three payer groups. Third quarter and first nine months of 2011 net revenues were $196.5 million and $586.0 million, respectively, as compared to $115.7 million and $156.3 million in the corresponding periods of 2010, respectively. The increase in revenues for the 2011 periods was impacted by the Company’s acquisition of Odyssey and other smaller acquisitions, as well as growth in the Company’s existing Hospice operations.

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The increase in revenues as a result of the Company’s acquisition of Odyssey and other smaller acquisitions is reflected in the following table (dollars in millions):

	Third Quarter		First Nine Months
Medicare	$	83.3	$	405.9
Medicaid and Local Government		3.5		17.6
Commercial Insurance and Other		2.8		14.4
Total net revenues	$	89.6	$	437.9

Key Company statistics relating to Hospice were as follows:

	Third Quarter							First Nine Months
	2011		2010		Percentage Variance			2011		2010		Percentage Variance
Average Daily Census		14,200		14,600		(2.7	%)		14,000		14,200		(1.4	%)
Revenue per Patient Day	$	150	$	148		1.4	%	$	153	$	146		4.8	%

For the third quarter of 2011, Average Daily Census (“ADC”) approximated 14,200 patients as compared to 14,600 patients, reflecting Odyssey’s ADC of approximately 12,800 patients from the acquisition date, August 17, 2010 to October 3, 2010 and an ADC of approximately 1,800 patients for Gentiva’s existing Hospice business for the third quarter of 2010. The average length of stay of patients at discharge was 86 days and 88 days for the third quarter and first nine months of 2011, respectively, as compared to 84 days and 87 days for the third quarter and first nine months of 2010, respectively.

Medicare revenues were $182.0 million and $543.0 million in the third quarter and first nine months of 2011, respectively, as compared to $107.5 million and $145.2 million in the corresponding periods of 2010. Medicaid revenues were $8.0 million and $23.4 million for the third quarter and first nine months of 2011, respectively, as compared to $4.6 million and $6.2 million for the corresponding periods of 2010. Commercial Insurance and Other revenues in the third quarter and first nine months of 2011 were $6.5 million and $19.6 million, respectively, as compared to $3.6 million and $4.9 million in the corresponding periods of 2010.

Gross Profit

(Dollars in millions)	Third Quarter									First Nine Months
	2011			2010			Variance			2011			2010			Variance
Gross Profit:
Home Health	$	124.3		$	141.9		$	(17.6	)	$	388.2		$	435.1		$	(46.9	)
Hospice		82.5			52.5			30.0			253.5			70.8			182.7
Total	$	206.8		$	194.4		$	12.4		$	641.7		$	505.9		$	135.8
As a percent of revenue:
Home Health		49.1	%		53.8	%		(4.7	%)		50.8	%		54.3	%		(3.5	%)
Hospice		42.0	%		45.3	%		(3.3	%)		43.3	%		45.3	%		(2.0	%)
Total		46.0	%		51.2	%		(5.2	%)		47.5	%		52.8	%		(5.3	%)

Gross profit increased by $12.4 million, or 6.4 percent, for the third quarter of 2011 as compared to the third quarter of 2010. For the first nine months of 2011, gross profit increased by $135.8 million, or 26.8 percent, as compared to the first nine months of 2010.

The overall decrease in gross margin within the Home Health segment as outlined above resulted from the (i) 5.22 percent net decrease in Medicare reimbursement for 2011, partially offset by (ii) growth in the Company’s specialty programs, and (iii) the elimination or reduction of certain low margin Medicaid and local government business and commercial business.

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Hospice gross profit as a percentage of revenues decreased, as noted in the table above, for both the third quarter and first nine months of 2011 as compared to the corresponding periods of 2010. The decrease in gross profit percentage was primarily related to slightly higher labor costs in the markets served by Odyssey as well as the mix of patient care provided by Odyssey as compared to legacy Gentiva operations.

Gross profit was impacted by depreciation expense of $0.2 million and $0.7 million in the third quarter and first nine months, respectively, as compared to $0.2 million and $0.6 million in the third quarter and first nine months of 2010, respectively.

Selling, General and Administrative Expenses

Selling, general and administrative expenses increased 7.9 percent, or $13.3 million, to $182.6 million for the quarter ended September 30, 2011, as compared to $169.3 million for the quarter ended October 3, 2010, and increased 27.5 percent, or $117.8 million, to $547.0 million for the nine months ended September 30, 2011, as compared to $429.2 million for the nine months ended October 3, 2010.

If charges, as noted below, relating to cost savings initiatives, acquisition and integration, other restructuring and legal settlements of $9.8 million and $34.9 million in the third quarter and first nine months of 2011, respectively, and $22.8 million and $40.7 million in the third quarter and first nine months of 2010, respectively, were excluded, the increase in selling, general and administrative expenses would have been 17.9 percent or $26.2 million for the quarter ended September 30, 2011 as compared to the quarter ended October 3, 2010 and 31.8 percent and $123.7 million for the nine months ended September 30, 2011 as compared to the nine months ended October 3, 2010.

The increase in the third quarter of 2011, as compared to the third quarter of 2010, was primarily attributable to (i) Hospice field operating, selling and administrative costs ($21.7 million), of which $20.8 million was attributable to acquired operations, (ii) Home Health field operating, selling and administrative costs ($6.7 million), (iii) legal settlements ($6.5 million), (iv) depreciation and amortization ($1.5 million) and (v) equity-based compensation expense ($0.5 million). These costs were partially offset by a decrease in (i) corporate administrative expenses ($3.9 million), (ii) acquisition and integration charges primarily attributable to acquired operations ($19.4 million) and (iii) provision for doubtful accounts ($0.3 million).

The increase in the first nine months of 2011 as compared to the first nine months of 2010 was primarily attributable to (i) Hospice field operating, selling and administrative costs ($106.2 million), of which $102.7 million was attributable to acquired operations, (ii) depreciation and amortization ($7.8 million), (iii) increase in provision for doubtful accounts ($2.7 million), (iv) Home Health field operating, selling and administrative costs ($12.7 million), (v) equity-based compensation expense ($1.2 million) and (vi) legal settlements ($11.3 million). These costs were partially offset by a decrease in (i) acquisition and integration charges primarily attributable to acquired operations ($17.2 million) and (ii) corporate administrative expenses ($6.9 million).

Depreciation and amortization expense included in selling, general and administrative expenses was $7.2 million and $21.9 million in the third quarter and first nine months of 2011, respectively, as compared to $5.7 million and $14.1 million for the corresponding periods of 2010, primarily related to the acquisition of Odyssey.

Goodwill, intangibles and other long-lived asset impairment

During the third quarter and first nine months of 2011, the Company recorded non-cash charges of $643.3 million related to impairment of goodwill, intangibles and other long lived assets.

During the third quarter of 2011, the Company determined an interim impairment test was required due to changes in the Company’s business climate, including uncertainties around Medicare reimbursement as the federal government works to reduce the federal deficit, that would more likely than not reduce the fair value of the Company’s identifiable intangible assets and goodwill below their carrying amounts. The results of the impairment test indicated impairment of both goodwill and identifiable intangible assets. The Company recognized an impairment loss of approximately $602.1 million during the third quarter and first nine months of 2011.

In connection with the Odyssey acquisition, the Company conducted a strategic evaluation of its various field operating systems to review alternatives towards achieving a comprehensive platform, capable of handling both its Home Health and Hospice business segments. During the third quarter of 2011, the Company finalized its review of alternatives to replacing various field operating systems, and in connection with that review, recorded a non-cash

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impairment charge of approximately $40.3 million related to developed software. In addition, the Company conducted a review of real estate it owned in Dothan, Alabama, which indicated that the estimated fair value of the real estate was lower than the carrying value, and recorded a non-cash impairment charge of approximately $0.9 million. These charges are recorded in goodwill, intangible assets and other long-lived asset impairment in the Company’s consolidated statements of operations for the third quarter and first nine months of 2011.

Dividend Income

During the third quarter and first nine months of 2011, the Company sold its remaining investment in CareCentrix Holdings Inc. The Company recognized dividend income in the third quarter and first nine months of 2011 of approximately $4.0 million and $8.6 million, respectively, representing accumulated and unpaid dividends on the preferred shares which were reflected in dividend income in the Company’s consolidated statements of operations. The Company also recognized a net gain of approximately $68.3 million which was reflected in equity in net earnings of CareCentrix, including gain on sale in the Company’s consolidated statements of operations. See Note 3 to the Company’s consolidated financial statements for additional information.

Interest Income and Interest Expense and Other

For the third quarter and first nine months of 2011, net interest expense and other was approximately $20.7 million and $68.3 million, respectively, consisting primarily of interest expense and other of $21.3 million and $70.3 million, respectively, associated with (i) borrowings under the credit facilities and Senior Notes, (ii) fees associated with outstanding letters of credit and (iii) amortization of debt issuance costs, partially offset by interest income of $0.6 million and $2.0 million earned on investments and existing cash balances, respectively, and for the first nine months of 2011, charges of $3.8 million relating to the write-off of deferred debt issuance costs and fees associated with the termination of the Company’s interest rate swaps in connection with the refinancing of the Company’s Term Loan A and Term Loan B facilities.

For the third quarter and first nine months of 2010, net interest expense and other was approximately $12.8 million and $15.0 million, respectively, consisting primarily of interest expense and other of $13.4 million and $17.0 million, respectively, associated with (i) borrowings under the credit facilities and Senior Notes, (ii) fees associated with outstanding letters of credit, and (iii) amortization of debt issuance costs, partially offset by interest income of $0.6 million and $2.0 million, respectively, earned on investments and existing cash balances.

The increase in interest expense and other between the 2011 and 2010 periods related primarily to increased borrowings and higher interest rates under the Company’s new credit facility and Senior Notes in connection with the Odyssey acquisition.

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Income Tax Expense

The Company’s provision for income taxes consists of current and deferred federal and state income tax expense. On continuing operations, the Company recorded an income tax benefit of $87.5 million for the third quarter of 2011 and an income tax benefit of $77.0 million for the nine months ended September 30, 2011. The difference between the federal statutory income tax rate of 35.0 percent and the Company’s effective rate of 12.7 percent for the first nine months of 2011 is primarily due to state income taxes, net of federal benefit (approximately 4.7 percent), offset by impairment of goodwill, intangibles and other long-lived assets (approximately 26.2 percent) and other items (approximately 0.8 percent). In addition, the Company recorded reserves relating to uncertain tax positions associated with the deductibility of a portion of the Company’s payment to the Office of the Inspector General, as well as for uncertain tax positions on other legal settlement reserves. Excluding the tax impact of the impairment charges and reserves for uncertain tax positions, the Company’s effective tax rate relating to its continuing operations for both the third quarter and first nine months of 2011 would have been 39.6 percent.

The Company recorded a federal and state income tax provision of $4.6 million for the third quarter of 2010 and $25.5 million for the first nine months of 2010. The difference between the federal statutory income tax rate of 35 percent and the Company’s effective rate of 41.3 percent for the first nine months of 2010 is primarily due to

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state taxes, net of federal benefit (approximately 5.0 percent) and an increase in a capital loss and related valuation allowance relating to the CareCentrix legal settlement (approximately 2.5 percent) offset somewhat by items relating to Odyssey including positive changes in Odyssey tax reserves subsequent to the acquisition date net of certain non-deductible transaction costs (approximately 0.6 percent), and various other items (approximately 0.6 percent).

Discontinued Operations, Net of Tax

For the third quarter and first nine months of 2011, discontinued operations, net of tax reflected a gain of $6.0 million, or $0.20 per diluted share, and $7.1 million, or $0.23 per diluted share, respectively. For the first nine months of 2011, discontinued operations included a pre-tax gain of approximately $9.1 million on the sale of the Company’s Rehab Without Walls^® business.

For the first nine months of 2010, discontinued operations, net of tax reflected a loss of $1.1 million, or $0.04 per diluted share. For the first nine months of 2010, discontinued operations included a pre-tax gain on the sale of the HME and IV businesses of $0.1 million.

Net (Loss) Income Attributable to Gentiva Shareholders

For the third quarter and first nine months of 2011, net loss attributable to Gentiva shareholders was $473.8 million, or $15.62 per diluted share, and $455.1 million, or $15.04 per diluted share, respectively. For the third quarter and first nine months of 2010, net income attributable to Gentiva shareholders was $8.1 million, or $0.27 per diluted share, and $36.3 million, or $1.19 per diluted share, respectively.

The Company uses adjusted income from continuing operations as a supplemental measure of our performance, a non-GAAP financial measure. The Company defines adjusted income from continuing operations attributable to Gentiva shareholders as income from continuing operations attributable to Gentiva shareholders, excluding charges relating primarily to cost savings initiatives acquisition and integration activities, other restructuring and legal settlements, dividend income, gain on sale of assets, net of taxes and goodwill, intangibles and other long-lived asset impairment. The Company considers adjusted income from continuing operations to be a useful metric for management and investors to evaluate and compare the ongoing operating performance of the Company’s business on a consistent basis across reporting periods, as it eliminates the effect of items that are not indicative of the Company’s core operating performance. Management uses adjusted income from continuing operations attributable to Gentiva shareholders, to evaluate overall performance and compare current operating results with other companies in the healthcare industry and should not be considered in isolation or as a substitute for income from continuing operations, net income, operating income or cash flow statement data determined in accordance with accounting principles generally accepted in the United States. Because adjusted income from continuing operations attributable to Gentiva shareholders, is not a measure of financial performance under accounting principles generally accepted in the United States and is susceptible to varying calculations, it may not be comparable to similarly titled measures in other companies.

After adjusting for certain one-time items which include (i) goodwill, intangibles and other long-lived asset impairment, (ii) gain on sale of CareCentrix included in equity in net earnings of CareCentrix, (iii) dividend income, (iv) cost savings initiatives, acquisition and integration costs, other restructuring, and legal settlements and (v) tax reserves on OIG legal settlements, as noted in the tables below, adjusted income from continuing operations attributable to Gentiva shareholders was $8.3 million, or $0.27 per diluted share, for the third quarter of 2011 as compared to $21.6 million, or $0.71 per diluted share, for the corresponding period of 2010. For the first nine months of 2011, adjusted income from continuing operations attributable to Gentiva shareholders was $38.0 million, or $1.23 per diluted share as compared to $62.7 million, $2.05 per diluted share for the first nine months of 2010.

A reconciliation of Adjusted income from continuing operations attributable to Gentiva shareholders to (Loss) income from continuing operations, the most directly comparable GAAP financial measure, follows (in thousands, except per share amounts):

	For the Three Months Ended
	September 30, 2011									October 3, 2010
	Gross			Net of Tax			Per Diluted Share			Gross			Net of Tax			Per Diluted Share
Adjusted income from continuing operations attributable to Gentiva shareholders				$	8,285		$	0.27					$	21,562		$	0.71
Goodwill, intangibles and other long-lived asset impairment		(643,305	)		(547,118	)		(18.03	)		—			—			—
Gain on sale of CareCentrix included in equity in net earnings of CareCentrix		—			68,328			2.24			—			—			—
Dividend income		3,977			2,630			0.09			—			—			—
Restructuring, legal settlement and acquisition and integration costs		(9,845	)		(6,356	)		(0.21	)		(22,764	)		(13,494	)		(0.44	)
Tax reserves on OIG legal settlement		(5,503	)		(5,503	)		(0.18	)		—			—			—
(Loss) income from continuing operations attributable to Gentiva shareholders					(479,734	)		(15.82	)					8,068			0.27
Add back: Net income attributable to noncontrolling interests					134			—						133			—
(Loss) income from continuing operations				$	(479,600	)	$	(15.82	)				$	8,201		$	0.27

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	For the Nine Months Ended
	September 30, 2011									October 3, 2010
	Gross			Net of Tax			Per Diluted Share			Gross			Net of Tax			Per Diluted Share
Adjusted income from continuing operations attributable to Gentiva shareholders				$	37,953		$	1.23					$	62,698		$	2.05
Goodwill, intangibles and other long-lived asset impairment		(643,305	)		(547,118	)		(18.08	)		—			—			—
Gain on sale of assets, net		—			—			—			103			103			0.01
Gain on sale of CareCentrix included in equity in net earnings of CareCentrix		—			68,328			2.26			—			—			—
Dividend income		8,590			5,435			0.18			—			—			—
Restructuring, legal settlement and acquisition and integration costs		(34,856	)		(21,301	)		(0.70	)		(40,731	)		(25,370	)		(0.83	)
Tax reserves on OIG legal settlement		(5,503	)		(5,503	)		(0.18	)		—			—			—
Impact of exclusion of dilutive shares due to the anti-dilutive effect of the shares		—			—			(0.02	)		—			—			—
(Loss) income from continuing operations attributable to Gentiva shareholders					(462,206	)		(15.27	)					37,431			1.23
Add back: Net income attributable to noncontrolling interests					452			0.01						133			—
(Loss) income from continuing operations				$	(461,754	)	$	(15.26	)				$	37,564		$	1.23

Liquidity and Capital Resources

Liquidity

The Company’s principal source of liquidity is the collection of its accounts receivable. For healthcare services, the Company grants credit without collateral to its patients, most of whom are insured under governmental payer or third party commercial arrangements. Additional liquidity is provided from existing cash balances and the Company’s credit arrangements, principally through its revolving credit facility, and could be provided in the future through the issuance of up to $300 million of debt or equity securities under a universal shelf registration statement filed with the SEC in October 2010.

In connection with the Odyssey acquisition, the Company entered into a new credit agreement that provided for $875.0 million in senior secured credit facilities for the Company, comprising term loan facilities aggregating $750.0 million and a revolving credit facility of $125.0 million. The Company also realized $325.0 million in gross proceeds from the issuance and sale by the Company of senior unsecured notes. See Note 11 to the Company’s consolidated financial statements for additional information.

During the first nine months of 2011, net cash provided by operating activities was $14.3 million. In addition, the Company had proceeds of $142.3 million from the sale of its ownership interest in CareCentrix and its Rehab Without Walls^® business and $7.0 million from the issuance of common stock upon exercise of stock options and from purchases under the Company’s Employee Stock Purchase Plan (“ESPP”). During the nine months ended September 30, 2011, the Company used $13.5 million for debt issuance costs, $43.4 million for the repayment of debt and $14.6 million for capital expenditures.

Net cash provided by operating activities decreased by $77.3 million from $91.6 million for the first nine months of 2010 to $14.3 million in the first nine months of 2011. The decrease was primarily due to changes in current liabilities ($69.8 million), accounts receivable ($28.6 million), and other ($6.0 million) offset by net cash provided by operations prior to changes in assets and liabilities ($3.4 million), and prepaid expenses and other current assets ($23.7 million).

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Adjustments to add back non-cash items affecting net (loss) income are summarized as follows (in thousands):

	For the Nine Months Ended
	September 30, 2011			October 3, 2010			Variance
OPERATING ACTIVITIES:
Net (loss) income	$	(454,658	)	$	36,469		$	(491,127	)
Adjustments to add back non-cash items affecting net (loss) income:
Depreciation and amortization		22,534			14,774			7,760
Amortization of debt issuance costs		12,857			2,054			10,803
Provision for doubtful accounts		5,744			7,458			(1,714	)
Equity-based compensation expense		5,863			4,624			1,239
Windfall tax benefits associated with equity-based compensation		(194	)		(714	)		520
Goodwill, intangibles and other long-lived asset impairment		643,305			—			643,305
Gain on sale of assets and businesses, net		(9,088	)		(169	)		(8,919	)
Equity in net earnings of CareCentrix, including gain on sale		(69,582	)		(1,281	)		(68,301	)
Deferred income tax expense		(95,672	)		(5,456	)		(90,216	)
Total cash provided by operations prior to changes in assets and liabilities	$	61,109		$	57,759		$	3,350

The $3.4 million difference in “Total cash provided by operations prior to changes in assets and liabilities” between the 2011 and 2010 periods is primarily related to net (loss) income, after adjusting for components of income that do not have an impact on cash, such as depreciation and amortization, equity-based compensation expense, gain on sale of assets and businesses, goodwill, intangibles and other long-lived asset impairment and deferred income taxes.

A summary of the changes in current liabilities impacting cash flow from operating activities follows (in thousands):

	For the Nine Months Ended
	September 30, 2011			October 3, 2010			Variance
OPERATING ACTIVITIES:
Changes in current liabilities:
Accounts payable	$	(1,876	)	$	4,664		$	(6,540	)
Payroll and related taxes		(16,328	)		(14,458	)		(1,870	)
Deferred revenue		3,231			4,737			(1,506	)
Medicare liabilities		(11,726	)		9,329			(21,055	)
Obligations under insurance programs		(7,347	)		2,359			(9,706	)
Accrued nursing home costs		(2,489	)		12,186			(14,675	)
Other accrued expenses		(14,518	)		(70	)		(14,448	)
Total changes in current liabilities	$	(51,053	)	$	18,747		$	(69,800	)

The primary drivers for the $69.8 million difference resulting from changes in current liabilities that impacted cash flow from operating activities include:

• Accounts payable, which had a negative impact of $6.5 million between the 2010 and 2011 reporting periods, primarily related to timing of payments.

• Payroll and related taxes, which had a negative impact of $1.9 million between the 2010 and 2011 reporting periods, primarily due to the acquisition of Odyssey and timing of the Company’s payroll processing.

• Deferred revenue, which had a negative impact of $1.5 million between the 2010 and 2011 reporting periods.

• Medicare liabilities, which had a negative impact of $21.1 million between the 2010 and 2011 reporting periods, primarily related to the payment of $12.5 million in settlement of the 2003 subpoena relating to the Company’s cost reports for the 1998 to 2000 periods.

• Obligations under insurance programs, which had a negative impact on the change in operating cash flow of $9.7 million between the 2010 and 2011 reporting periods, primarily related to timing of payments under the Company’s insurance programs in 2010.

• Accrued nursing home costs, which had a negative impact on the change in operating cash flow of $14.7 million between the 2010 and 2011 reporting periods, due primarily to the acquisition of Odyssey.

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• Other accrued expenses, which had a negative impact on the change in operating cash flow of $14.4 million between the 2010 and 2011 reporting periods, due primarily to timing of accrued interest payments under the Company’s credit facilities, payments under the Company incentive compensation program and payments of accrued costs associated with the Odyssey acquisition.

Working capital at September 30, 2011 was approximately $233 million, an increase of $108 million, as compared to approximately $125 million at December 31, 2010, primarily due to:

• a $91 million increase in cash and cash equivalents, primarily due to the sale of the Company’s investment in CareCentrix;

• a $3 million increase in deferred tax assets;

• a $1 million increase in accounts receivable offset by;

• a $12 million decrease in prepaid expenses and other current assets; and

• a $25 million decrease in current liabilities, consisting of decreases in Medicare liabilities ($12 million), obligations under insurance programs ($7 million), nursing home costs ($2 million), current portion of long-term debt ($12 million), accounts payable ($2 million), payroll and related taxes ($16 million) partially offset by an increase in deferred revenue ($3 million) and an increase in other accrued expenses ($23 million). The changes in current liabilities are described above in the discussion on net cash provided by operating activities.

Days Sales Outstanding (“DSO”) relating to continuing operations as of September 30, 2011 and December 31, 2010 was 50 and 47 days, respectively.

At the commencement of an episode of care under the Medicare and non-Medicare PPS for Home Health, the Company records accounts receivable and deferred revenue based on an expected reimbursement amount. Accounts receivable is adjusted upon the receipt of cash and deferred revenue is amortized into revenue over the average patient treatment period. For informational purposes, if net accounts receivable and deferred revenue were combined for purposes of determining an alternative DSO calculation which measures open net accounts receivable divided by average daily recognized revenues, the alternative DSO would have been 42 days and 40 days at September 30, 2011 and December 31, 2010, respectively.

Accounts receivable attributable to major payer sources of reimbursement at September 30, 2011 and December 31, 2010 were as follows (in thousands):

	September 30, 2011
	Total		0- 90 days		91- 180 days		181 - 365 days		Over 1 year
Medicare	$	188,942	$	173,322	$	12,943	$	1,944	$	733
Medicaid and Local Government		41,263		34,290		6,298		663		12
Commercial Insurance and Other		37,115		29,002		5,907		1,796		410
Self - Pay		2,474		960		816		556		142
Gross Accounts Receivable	$	269,794	$	237,574	$	25,964	$	4,959	$	1,297
	December 31, 2010
	Total		0- 90 days		91- 180 days		181 - 365 days		Over 1 year
Medicare	$	186,621	$	168,386	$	13,025	$	4,504	$	706
Medicaid and Local Government		36,096		27,577		6,376		842		1,301
Commercial Insurance and Other		41,913		33,949		5,404		2,409		151
Self - Pay		2,612		1,070		908		512		122
Gross Accounts Receivable	$	267,242	$	230,982	$	25,713	$	8,267	$	2,280

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The Company participates in Medicare, Medicaid and other federal and state healthcare programs. Revenue mix by major payer classifications by segment were as follows:

	Third Quarter Ended
	2011									2010
	Home									Home
	Health			Hospice			Total			Health			Hospice			Total
Medicare		79	%		93	%		85	%		78	%		93	%		82	%
Medicaid and Local Government		5			4			5			6			4			5
Commercial Insurance and Other:
Paid at episodic rates		8			—			4			8			—			6
Other		8			3			6			8			3			7
Total net revenues		100	%		100	%		100	%		100	%		100	%		100	%
	Nine Months Ended
	2011									2010
	Home									Home
	Health			Hospice			Total			Health			Hospice			Total
Medicare		79	%		93	%		85	%		77	%		93	%		80	%
Medicaid and Local Government		5			4			5			6			4			5
Commercial Insurance and Other:
Paid at episodic rates		8			—			4			8			—			7
Other		8			3			6			9			3			8
Total net revenues		100	%		100	%		100	%		100	%		100	%		100	%

CMS has implemented various payment updates to the base rates for Medicare home health including (i) annual market basket updates, (ii) beginning in 2008, annual reductions in rates to reduce aggregate case mix increases that CMS believes are unrelated to patients’ health status (“case mix creep adjustment”), (iii) adjustments to rates associated with changes to the home health outlier policy and (iv) wage index and other changes. In addition, as a result of the passage of the Affordable Care Act, a 3.0 percent increase in Medicare payments for home health services in defined rural-areas of the country (“the rural add-on provision”) was implemented effective April 1, 2010. During both the third quarter and first nine months of 2011, approximately 23 percent of the Company’s episodic revenue was generated in designated rural areas.

In November 2010, CMS announced final changes to Medicare home health payments for calendar year 2011 which represents a net decrease in reimbursement of approximately 5.22 percent to a base episodic rate of $2,192 for 2011 as compared to a base episodic rate of $2,313 for 2010. On October 31, 2011, CMS issued the final rule to update and revise Medicare home health payments for calendar year 2012. This is comprised of a net market basket update of 1.4 percent, which includes the 1 percent reduction mandated by the Affordable Care Act, offset by a case mix creep adjustment of 3.79 percent in 2012. The net effect of these changes decreases the base rate for an episode of service by 2.39 percent to $2,139. In addition, the final rule states that the Medicare home health rates for calendar year 2013 will include an additional negative 1.32 percent change in case-mix adjustment. The final rule also shifts case mix points from high case mix and high therapy episodes to low case mix and non-therapy episodes. The shift from high therapy episodes and the removal of two hypertension codes may also have a negative impact on the Company’s revenues in 2012 in addition to the base rate decrease. A summary of the components of Gentiva’s annual Medicare home health reimbursement adjustments follows:

	Net Market			Case Mix			Outlier						Net			Base
	Basket			Creep			Payment			Rural			Reimbursement			Episodic
Calendar Year	Update			Adjustment			Adjustment			Add-on / Other			Change			Rate
2012		1.40	%		(3.79	%)		—			—			(2.39	%)	$	2,139
2011		1.10	%		(3.79	%)		(2.50	%)		0.30	%		(4.89	%)	$	2,192
2010		2.00	%		(2.75	%)		2.50	%		0.50	%		2.25	%	$	2,313
2009		2.90	%		(2.75	%)		—			—			0.15	%	$	2,272
2008		3.00	%		(2.75	%)		—			—			0.25	%	$	2,270

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Actual episodic rates will vary from the base episodic rates noted in the table above due to (i) the determination of case mix which reflects the clinical condition, functional abilities and service needs of each individual patient, (ii) wage indices applicable to the geographic region where the services are performed and (iii) the impact of the rural add-on provision.

As a condition for Medicare payment, the Affordable Care Act mandates that prior to certifying a patient’s eligibility for the home health benefit, the certifying physician must document that the physician, or an allowed non-physician practitioner, had a face-to-face encounter with the patient. The encounter must occur within 90 days prior to the start of care or 30 days after the start of care. In addition, the Affordable Care Act requires that a hospice physician or nurse practitioner have a face-to-face encounter with hospice patients during the 30-day period prior to the 180th day recertification and each subsequent recertification, and that the certifying hospice physician attest that such a visit took place. The face-to-face requirements for home health and hospice providers became effective January 1, 2011. However, CMS delayed full enforcement of the requirements until April 1, 2011. In addition, in July 2011, CMS proposed comparable face-to-face encounters for people receiving Medicaid home health services.

The Affordable Care Act also imposed additional therapy assessment requirements. A professional qualified therapist assessment must take place at least once every 30 days during a therapy patient’s course of treatment. For those qualified patients needing 13 or more or 19 or more therapy visits, a qualified therapist must perform the therapy service required, re-assess the patient, and measure and document the effectiveness of the 13th visit and the 19th visit for all therapy disciplines caring for the patient. The new therapy assessment requirements were effective April 1, 2011.

Effective October 1, 2010, CMS implemented an increase of 1.8 percent for Medicare hospice rates, consisting of a 2.6 percent market basket increase, offset by a 0.8 percent budget neutrality adjustment factor. In July 2011, CMS released a final rule, effective October 1, 2011, that provides for a 2.5 percent increase for Medicare hospice rates, consisting of a 3.0 percent market basket increase, offset by a 0.5 percent decrease due to updated wage index data and a budget neutrality adjustment factor.

Overall payments made by Medicare for hospice services are subject to cap amounts calculated by Medicare. Total Medicare payments for hospice services are compared to the aggregate cap amount for the hospice cap period. In May 2011, CMS announced the cap amount for the 2011 cap year of $24,528 per beneficiary, which was from November 1, 2010 through October 31, 2011.

There are certain standards and regulations that the Company must adhere to in order to continue to participate in Medicare, Medicaid and other federal and state healthcare programs. As part of these standards and regulations, the Company is subject to periodic audits, examinations and investigations conducted by, or at the direction of, governmental investigatory and oversight agencies. Periodic and random audits conducted or directed by these agencies could result in a delay in or adjustment to the amount of reimbursements received under these programs. Violation of the applicable federal and state health care regulations can result in our exclusion from participating in these programs and can subject the Company to substantial civil and/or criminal penalties. The Company believes that it is currently in compliance with these standards and regulations.

Credit Arrangements

The Company’s credit arrangements include a senior secured credit agreement providing (i) a $200 million Term Loan A facility, (ii) a $550 million Term Loan B facility and (iii) a $125 million revolving credit facility (collectively, the “Credit Agreement”) and $325 million aggregate principal amount of 11.5% Senior Notes due 2018 (the “Senior Notes”). The Credit Agreement’s revolving credit facility also includes borrowing capacity available for letters of credit and for borrowings on same-day notice, referred to as swing line loans.

Advances under the revolving credit facility may be made, and letters of credit may be issued, up to the $125 million borrowing capacity of the facility at any time prior to the facility expiration date of August 17, 2015. Outstanding letters of credit were $41.8 million at September 30, 2011 and $54.6 million at December 31, 2010. The letters of credit were issued to guarantee payments under the Company’s workers’ compensation program and for certain other commitments. As of September 30, 2011, the Company’s unused and available borrowing capacity under the Credit Agreement was $83.2 million.

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As of September 30, 2011, the mandatory aggregate principal payments of long-term debt are $20.3 million in 2012 and $38.8 million in each of the years 2013 and 2014, $107.5 million in 2015 and $802.7 million thereafter. There are no mandatory aggregate principal payments of long-term debt remaining in 2011. The weighted average cash interest rate on outstanding borrowings was 6.9 percent per annum at September 30, 2011 and 8.2 percent per annum at December 31, 2010.

The Term Loan A facility is subject to mandatory principal payments of $25 million per year, payable in equal quarterly installments, with the remaining balance of the original $200 million loan payable on August 17, 2015. During the nine months ended September 30, 2011, the Company made prepayments totaling $16.6 million on its Term Loan A facility. There are no required payments on the Company’s Term Loan A facility until the end of the first quarter of 2012, at which time a principal payment of $0.9 million is required and $6.3 million per quarter thereafter. The Term Loan B facility is subject to mandatory principal payments of $13.8 million per year, payable in equal quarterly installments, with the remaining balance of the original $550 million loan payable on August 17, 2016. During the nine months ended September 30, 2011, the Company made prepayments totaling $16.6 million on its Term Loan B facility. There are no required payments on the Company’s Term Loan B facility until the end of the fourth quarter of 2012, at which time a principal payment of $0.6 million is required and $3.4 million per quarter, thereafter.

On March 9, 2011, the Company entered into a First Refinancing Amendment to the Credit Agreement (the “Amendment”), which provided for, among other things, (i) refinancing of the outstanding indebtedness under the Company’s senior secured Term Loan A and Term Loan B facilities, (ii) elimination of the requirement to hedge a certain portion of the Company’s variable rate debt, (iii) a reduction in the minimum Base Rate from 2.75 percent to 2.25 percent, (iv) a reduction in the minimum Eurodollar Rate from 1.75 percent to 1.25 percent, (v) reductions in Term Loan B Applicable Rates to 3.50 percent for Eurodollar Rate Loans and 2.50 percent for Base Rate Loans as compared to 5.00 percent and 4.00 percent, respectively, under the previous arrangement and (vi) reductions in the Applicable Rate for Term Loan A as reflected in the table below.

	Amended Applicable Rate						Previous Applicable Rate
Consolidated	Eurodollar Rate			Base Rate			Eurodollar Rate			Base Rate
Leverage Ratio	Term A Facility			Term A Facility			Term A Facility			Term A Facility
> 3.0:1		3.25	%		2.25	%		5.00	%		4.00	%
> 2.0:1 and < 3.0:1		3.00	%		2.00	%		4.50	%		3.50	%
< 2.0:1		2.75	%		1.75	%		4.00	%		3.00	%

In addition, the Amendment provided for a reduction in the Company’s minimum consolidated interest coverage ratio to a ratio of 2.25 to 1.00 from the previous ratios of 2.75 to 1.00.

Gentiva may voluntarily repay outstanding loans under the revolving credit facility or Term Loan A at any time without premium or penalty, other than customary “breakage” costs with respect to LIBOR loans. For the period from March 9, 2011 to September 9, 2011, the Company was subject to a prepayment premium equal to 1.0 percent of the aggregate principal amount of Term Loan B. Subsequent to September 9, 2011, no similar prepayment premium exists. Prepayment and commitment reductions will be required in connection with (i) certain asset sales, (ii) certain extraordinary receipts such as certain insurance proceeds, (iii) cash proceeds from the issuance of debt, (iv) 50 percent of the proceeds from the issuance of equity with step-downs based on leverage, with certain exceptions and (v) 75 percent of “Excess Cash Flow” (as defined in the Credit Agreement) with two step-downs based on the Company’s leverage ratio.

Debt Covenants

The Credit Agreement contains a number of covenants that, among other things, restrict, subject to certain exceptions, the Company’s and its subsidiaries’ ability to incur additional indebtedness or issue certain preferred stock, create liens on assets, enter into sale and leaseback transactions, engage in mergers or consolidations with other companies, sell assets, pay dividends, repurchase capital stock, make investments, loans and advances, make certain acquisitions, engage in certain transactions with affiliates, amend material agreements, repay certain indebtedness, change the nature of the Company’s business, change accounting policies and practices, grant negative pledges and incur capital expenditures. In addition, the Credit Agreement requires the Company to maintain a maximum consolidated leverage ratio as shown in the table below and a minimum interest coverage ratio of 2.25 to 1.00 and also contains certain customary affirmative covenants and events of default. As of September 30, 2011, the Company was in compliance with all covenants in the Credit Agreement.

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The maximum consolidated leverage ratio is as follows:

	Maximum Consolidated
For the period	Leverage Ratio
August 17, 2010 to September 30, 2011	< 4.75:1
October 1, 2011 to September 30, 2012	< 4.50:1
October 1, 2012 to September 30, 2013	< 3.75:1
Thereafter	< 3.00:1

As of September 30, 2011, the Company’s consolidated leverage ratio was 4.4x and the Company’s interest coverage ratio was 2.6x.

While the Company was in compliance with all covenants in the Credit Agreement at September 30, 2011, the Company is currently in negotiations with its lenders under the Credit Agreement to obtain a waiver of compliance with its financial covenants or an amendment of its Credit Agreement for the fourth quarter of 2011. In response to changes in the Company’s business climate and uncertainties involving Medicare reimbursement as the federal government works to reduce the federal deficit, the Company is currently undergoing cost savings initiatives in order to reduce its ongoing operating costs. These initiatives include (i) the closing or divestiture of 33 home health branches and 9 hospice branches and (ii) significant reductions in staffing levels in regional, area and corporate support functions. In connection with these activities, the Company expects to record charges of $20 million to $25 million in the fourth quarter of 2011, related to severance costs, facility lease and other costs. As such, absent any changes, the Company will be out of compliance with the maximum consolidated leverage ratio in the Credit Agreement, which reduces to 4.5x for such quarter and therefore, in default. In addition, based on reductions in Medicare reimbursement for 2012 and possible outcomes from the Super Committee (a select group of 12 members of both the U.S. House of Representatives and U.S. Senate created under the Budget Control Act of 2011) working on proposals to further reduce federal deficit spending, the Company anticipates that it will be further out of compliance with its financial covenants under the Credit Agreement in 2012. If the Company does not meet its financial covenants and is unable to obtain a waiver or amendment of its Credit Agreement or other permitted remedies, the Company would default under its Credit Agreement which would allow its lenders to accelerate the amounts the Company owes under its Credit Agreement, or avail themselves of other remedies under the Credit Agreement, including foreclosure on the collateral securing its debt.

Insurance Programs

The Company may be subject to workers’ compensation claims and lawsuits alleging negligence or other similar legal claims. The Company maintains various insurance programs to cover these risks with insurance policies subject to substantial deductibles and retention amounts. The Company recognizes its obligations associated with these programs in the period the claim is incurred. The Company estimates the cost of both reported claims and claims incurred but not reported, up to specified deductible limits and retention amounts, based on its own specific historical claims experience and current enrollment statistics, industry statistics and other information. These estimates and the resulting reserves are reviewed and updated periodically.

The Company is responsible for the cost of individual workers’ compensation claims and individual professional liability claims up to $500 thousand per incident which occurred prior to March 15, 2002 and $1 million per incident thereafter. The Company also maintains excess liability coverage relating to professional liability and casualty claims which provides insurance coverage for individual claims of up to $25 million in excess of the underlying coverage limits. Payments under the Company’s workers’ compensation program are guaranteed by letters of credit.

Capital Expenditures

The Company’s capital expenditures for the nine months ended September 30, 2011 were $14.6 million as compared to $9.3 million for the nine months ended October 3, 2010. The Company intends to make investments and other expenditures to upgrade its computer technology and system infrastructure and comply with regulatory changes in the industry, among other things. In this regard, management expects that capital expenditures will approximate $17 million for 2011. Management expects that the Company’s capital expenditure needs will be met through operating cash flow and available cash reserves.

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Cash Resources and Obligations

The Company had cash and cash equivalents of approximately $196.1 million as of September 30, 2011, including operating funds of approximately $5.5 million exclusively relating to a non-profit hospice operation managed in Florida.

The Company anticipates that repayments to Medicare for (i) payments received in excess of hospice cap limits, (ii) partial episode payments and (iii) prior year cost report settlements will be made periodically. These amounts are included in Medicare liabilities in the accompanying consolidated balance sheets. During the first nine months of 2011, the Company paid $12.5 million associated with the settlement of the 2003 subpoena. See Note 14 to the Company’s consolidated financial statements for additional information.

During the nine months ended September 30, 2011, the Company had no repurchases of its outstanding common stock. The Company’s Credit Agreement and the indenture governing the Senior Notes provide for repurchases of the Company’s common stock not to exceed $5.0 million per year, and not to exceed $10.0 million per year if the consolidated leverage ratio is less than or equal to 3.5:1 immediately after giving effect on a pro forma basis to the repurchase.

Contractual Obligations, Commercial Commitments and Off-Balance Sheet Arrangements

As of September 30, 2011, the Company had outstanding borrowings of $1.008 billion under the term loans of the senior credit facilities and the senior unsecured notes. Debt repayments, future minimum rental commitments for all non-cancelable leases and purchase obligations at September 30, 2011 are as follows (in thousands):

	Payment due by period
			Less than						More than
Contractual Obligations	Total		1 year		1-3 years		4-5 years		5 years
Long-term debt obligations:
Term loan repayments	$	683,125	$	13,437	$	74,688	$	595,000	$	—
Bonds repayment		325,000		—		—		—		325,000
Interest payments (1)		412,869		69,323		134,742		124,710		84,094
Capital lease obligations		241		171		67		3		—
Operating lease obligations		126,578		45,369		57,685		21,506		2,018
Total	$	1,547,813	$	128,300	$	267,182	$	741,219	$	411,112

(1) Long-term debt obligations include variable interest payments based on London Interbank Offered Rate (“LIBOR”) plus an applicable interest rate margin. At September 30, 2011, the cash interest rate on the Company’s term loan borrowings approximated 6.9 percent per annum.

During the nine months ended September 30, 2011, the Company made prepayments totaling $16.6 million on its Term Loan A facility. There are no required payments on the Company’s Term Loan A facility until the end of the first quarter of 2012, at which time a principal payment of $0.9 million is required and $6.3 million per quarter thereafter. During the nine months ended September 30, 2011, the Company made prepayments totaling $16.6 million on its Term Loan B facility. There are no required payments on the Company’s Term Loan B facility until the end of the fourth quarter of 2012, at which time a principal payment of $0.6 million is required and $3.4 million per quarter, thereafter.

The Company had total letters of credit outstanding of approximately $41.8 million at September 30, 2011 and $54.6 million at December 31, 2010. The letters of credit, which expire one year from date of issuance, were issued to guarantee payments under the Company’s workers’ compensation program and for certain other commitments. The Company has the option to renew these letters of credit or set aside cash funds in a segregated account to satisfy the Company’s obligations. The Company also had outstanding surety bonds of $0.2 million and $4.5 million at September 30, 2011 and December 31, 2010, respectively.

The Company has no other off-balance sheet arrangements and has not entered into any transactions involving unconsolidated, limited purpose entities or commodity contracts.

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Management expects that the Company’s working capital needs for the remainder of 2011 and 2012 will be met through operating cash flow and existing cash resources. The Company may also consider other alternative uses of cash including, among other things, acquisitions, voluntary prepayments on the term loans, additional share repurchases and cash dividends. These uses of cash may require the approval of the Company’s Board of Directors and may require the approval of its lenders. If cash flows from operations, cash resources or availability under the Credit Agreement fall below expectations, the Company may be forced to delay planned capital expenditures, reduce operating expenses, seek additional financing, pursue the sale of certain assets or other investments or consider other alternatives designed to enhance liquidity.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Generally, the fair market value of fixed rate debt will increase as interest rates fall and decrease as interest rates rise. The Company is exposed to market risk from fluctuations in interest rates. The interest rate on the Company’s borrowings under the Credit Agreement can fluctuate based on both the interest rate option (i.e., base rate or Eurodollar rate plus applicable margins) and the interest period. As of September 30, 2011, the total amount of outstanding debt subject to interest rate fluctuations was $683.1 million. A hypothetical 100 basis point change in short-term interest rates as of that date would result in an increase or decrease in interest expense of $6.8 million per year, assuming a similar capital structure.

Item 4. Controls and Procedures

Evaluation of disclosure controls and procedures

The Company’s Chief Executive Officer and Chief Financial Officer have evaluated the effectiveness of the design and operation of the Company’s disclosure controls and procedures (as defined in the Securities Exchange Act of 1934 (“Exchange Act”) Rule 13a-15(e)) as of the end of the period covered by this report. Based on that evaluation, the Company’s Chief Executive Officer and Chief Financial Officer have concluded that the Company’s disclosure controls and procedures are effective as of the end of such period to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.

Changes in internal control over financial reporting

As required by the Exchange Act Rule 13a-15(d), the Company’s Chief Executive Officer and Chief Financial Officer evaluated the Company’s internal control over financial reporting to determine whether any change occurred during the quarter ended September 30, 2011 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. Based on that evaluation, there has been no such change during such quarter.

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PART II — OTHER INFORMATION

Item 1. Legal Proceedings

Federal Securities Class Action Litigation

On September 14, October 11, October 20 and October 25, 2011, four putative shareholder class action complaints, captioned Cement Masons & Plasterers Joint Pension Trust v. Gentiva Health Services, Inc. et al., Civil Action No. 11-CV-4433, International Union of Operating Engineers Pension Fund of Eastern Pennsylvania and Delaware v. Gentiva Health Services, Inc. et al., Civil Action No. 11-CV-4906, Arkansas Teacher Retirement System v. Gentiva Health Services, Inc. et al., Civil Action No. 11-CV-5126, and Douglas Dahlgard v. Gentiva Health Services, Inc. et al., Civil Action No. 11-CV-5199, respectively, were filed in the United States District Court for the Eastern District of New York. The Cement Masons, International Union, Arkansas Teacher and Dahlgard actions name Gentiva and certain current and former officers as defendants, and assert claims under Sections 10(b) and 20(a) of the Securities Exchange Act of 1934, as amended, in connection with the Company’s participation in the Medicare Home Health Prospective Payment System (“HH PPS”). The complaints allege that the Company’s public disclosures misrepresented and failed to disclose that the Company improperly increased the number of in-home therapy visits to patients for the purposes of triggering higher reimbursement rates under the HH PPS, which caused an artificial inflation in the price of Gentiva’s common stock during the period between July 31, 2008 and July 20, 2010 (Cement Masons), July 31, 2008 and September 30, 2011 (International Union and Arkansas Teacher) and July 31, 2008 and October 4, 2011 (Dahlgard).

On October 5, 2011, the Cement Masons & Plasterers Joint Pension Trust (“Cement Masons”) requested that the Court consolidate the Cement Masons action with the putative shareholder class action captioned Endress v. Gentiva Health Services, Inc. et al., Civil Action No. 10-CV-5064, which was filed in the United States District Court for the Eastern District of New York on November 2, 2010, and further requested that the Court appoint Cement Masons lead plaintiff. On October 11, 2011, the International Union of Operating Engineers Pension Fund of Eastern Pennsylvania and Delaware (“International Union”) requested consolidation of the Cement Masons action and the International Union action with the Endress action and further requested that the Court appoint International Union lead plaintiff. On October 20, 2011, the Arkansas Teacher Retirement System (“Arkansas Teacher”) requested consolidation of the Cement Masons, International Union and Arkansas Teacher actions with the Endress action and further requested that the Court appoint Arkansas Teacher lead plaintiff. On October 27, 2011, Douglas Dahlgard (“Dahlgard”) requested consolidation of the Cement Masons, International Union, Arkansas Teacher and Dahlgard actions with the Endress action and further requested that the Court appoint Dahlgard lead plaintiff.

On November 2, 2011, the Court (i) granted plaintiff Endress’ motion to withdraw as plaintiff; (ii) ordered the consolidation of the Endress, Cement Masons, International Union, Arkansas Teacher and Dahlgard actions under the caption In re Gentiva Securities Litigation, Civil Action No. 10-CV-5064; and (iii) set a deadline of January 2, 2012 for all motions by any putative class member seeking to be appointed lead plaintiff.

The defendants have not yet responded to the complaints. Given the preliminary stage of the actions, the Company is unable to assess the probable outcome or potential liability, if any, arising from these actions on the business, financial condition, results of operations, liquidity or capital resources of the Company. The Company does not believe that an estimate of a reasonably possible loss or range of loss can be made for these actions at this time. The defendants intend to defend themselves vigorously in the actions.

60

Shareholder Derivative Litigation

On October 7 and October 13, 2011, two shareholder derivative complaints, captioned Stevens v. Strange, et al., Civil Action No. 11-CV-3429, and Cuzzola v. Strange, et al., Civil Action No. 11-CV-3506, respectively, were filed in the United States District Court for the Northern District of Georgia. The Stevens and Cuzzola actions, which name Gentiva’s current directors and one former officer as defendants, allege, among other things, that Gentiva’s board of directors breached its fiduciary duties to the Company. The actions also assert a claim under Section 14(a) of the Securities Exchange Act of 1934, as amended. Specifically, the complaints allege that Gentiva’s Board of Directors had actual or constructive knowledge that the Company’s public disclosures misrepresented and failed to disclose that the Company improperly increased the number of in-home therapy visits to patients for the purpose of triggering higher reimbursement rates under HH PPS, which caused an artificial inflation in the price of Gentiva’s common stock. The complaints further allege that the Company’s Proxy Statement for its 2010 Annual Meeting of Shareholders was materially false and misleading.

On October 31, 2011, an additional shareholder derivative complaint, captioned Grossi v. Strange, et al., Civil Action No. 11-CV-11728-6, was filed in Superior Court of DeKalb County in the State of Georgia. The action, which names Gentiva’s current directors as defendants, alleges, among other things, that Gentiva’s board of directors breached its fiduciary duties to the Company. The complaint alleges that Gentiva’s board of directors had actual or constructive knowledge that the Company’s public disclosures misrepresented and failed to disclose that the Company improperly increased the number of in-home therapy visits to patients for the purpose of triggering higher reimbursement rates under HH PPS, which caused an artificial inflation in the price of Gentiva’s common stock.

The defendants have not yet responded to the complaints. Given the preliminary stage of the actions, the Company is unable to assess the probable outcome or potential liability, if any, arising from these actions on the business, financial condition, results of operations, liquidity or capital resources of the Company. The Company does not believe that an estimate of a reasonably possible loss or range of loss can be made for these actions at this time. The defendants intend to defend themselves vigorously in the actions.

See also Note 14 to the consolidated financial statements included in this report for a description of certain other legal matters and pending legal proceedings, which description is incorporated herein by reference.

Item 1A. Risk Factors

The risk factors set forth below have been added, updated or restated to provide additional information. The risk factors should be read in conjunction with the risk factors disclosed in Item 1A of Part I of our Form 10-K for the year ended December 31, 2010.

If we are unable to obtain a waiver or amendment, our inability to maintain compliance with the financial covenants under our Credit Agreement may have a material adverse affect on our financial condition.

Our Credit Agreement requires us to maintain certain financial ratios, including a maximum consolidated leverage ratio and a minimum interest coverage ratio. While we were in compliance with all covenants in the Credit Agreement at September 30, 2011, we are, in response to changes in our business climate and uncertainties involving Medicare reimbursement as the federal government works to reduce the federal deficit, currently undergoing cost savings initiatives in order to reduce our ongoing operating costs. These initiatives include (1) the closing or divestiture of 33 home health branches and 9 hospice branches and (ii) significant reductions in staffing levels in regional, area and corporate support functions. In connection with these activities, we expect to record charges of $20 million to $25 million in the fourth quarter of 2011, related to severance costs, facility lease and other costs. As such, absent any changes, we will be out of compliance with the maximum consolidated leverage ratio in the Credit Agreement, which reduces to 4.5x for such quarter and therefore, in default. In addition, based on reductions in Medicare reimbursement for 2012 and possible outcomes from the Super Committee (a select group of 12 members of both the U.S. House of Representatives and U.S. Senate created under the Budget Contract Act of 2011) working on proposals to further reduce federal deficit spending, we anticipate that we will be further out of compliance with our financial covenants under the Credit Agreement in 2012. If we do not meet our financial covenants and are unable to obtain a waiver or amendment of our Credit Agreement or other permitted remedies, we would default under our Credit Agreement which would allow our lenders to accelerate the amounts we owe under our Credit Agreement, or avail themselves of other remedies under the Credit Agreement, including foreclosure on the collateral securing our debt. As a result, any breach of our financial covenants may have a material adverse effect on us and our financial condition.

61

The Senate Finance Committee conducted an inquiry into certain of our practices, and the SEC has commenced an investigation relating to our participation in the Medicare Home Health Prospective Payment System.

In a letter dated May 12, 2010, the United States Senate Finance Committee requested information from us regarding our Medicare utilization rates and amount of therapy services furnished to each beneficiary. The letter was sent to all of the publicly traded home healthcare companies mentioned in a Wall Street Journal article that explored the relationship between CMS home health policies and the utilization rates of some home health agencies. As part of our initial production of documents, on May 26, 2010 the Senate Finance Committee requested supplemental information relating to our compliance program, policies and procedures and billing manuals. We responded to this request as well as to supplemental requests for information.

On October 3, 2011, the Senate Finance Committee released its report on its inquiry into the home health therapy practices of publicly traded home healthcare companies. The report was generally critical of certain practices of certain of the companies, including Gentiva. We maintain our belief that we have provided and are providing the highest quality of care and have received and continue to receive payment within the standards set forth by the reimbursement system established by CMS. We are unable to assess the probable outcome or potential liability, if any, arising from this matter on our business, financial condition, results of operations, liquidity or capital resources. We do not believe that an estimate of a reasonably possible loss or range of loss can be made for this matter at this time.

Additionally, on July 13, 2010, the SEC informed us that it has commenced an investigation relating to our participation in the Medicare Home Health Prospective Payment System, and, on July 16, 2010, we received subpoena from the SEC requesting certain documents in connection with its investigation. Similar to the Senate Finance Committee request, the SEC subpoena, among other things, focuses on issues related to the number of and reimbursement received for therapy visits before and after changes in the Medicare reimbursement system, relationships with physicians, compliance efforts including compliance with fraud and abuse laws, and certain documents sent to the Senate Finance Committee. We responded the SEC’s request. We are unable to assess the probable outcome or potential liability, if any, arising from the matter.

There can be no assurances that we will not experience negative publicity with respect to these matters, that fines or other penalties will not be imposed by the SEC or that an investigation by other governmental agencies may not be initiated for which we could incur fines or other losses as a result, including a reduction in reimbursement for certain services we perform.

The cost of healthcare is funded substantially by government and private insurance programs. If this funding is reduced or becomes limited or unavailable to our customers, our business may be adversely impacted.

Third-party payers include Medicare, Medicaid and private health insurance providers. Third-party payers are increasingly challenging prices charged for healthcare services. We cannot assure you that our services will be considered cost-effective by third-party payers; that reimbursement will be available or that payer reimbursement policies will not have a material adverse effect on our ability to sell our services on a profitable basis, if at all. We cannot control reimbursement rates, including Medicare market basket or other rate adjustments.

On March 23, 2010, the President signed into law the Patient Protection and Affordable Care Act (“Affordable Care Act”), and, on March 30, 2010, the President signed into law the Health Care and Education Reconciliation Act of 2010 (collectively the “Health Care Reform Act”). The Health Care Reform Act mandates important changes to reimbursement for home health and hospice, including reductions in reimbursement levels.

On November 2, 2010, the Centers for Medicare & Medicaid Services (“CMS”) announced final changes to home health payments for calendar year 2011 which, together with the remaining impact of the rural add-on provision enacted under the Affordable Care Act, represents a net decrease in Medicare home health reimbursement of approximately 4.89 percent in 2011 as compared to 2010. The 2011 Medicare home health reimbursement changes consist of (i) a 2.1 percent positive market basket update, (ii) a 1.0 percent reduction to the market basket update as directed by healthcare reform, (iii) a 2.5 percent reduction in the base rate to reverse the 2010 benefit resulting from changes in the home health outlier policy, (iv) a case mix creep negative adjustment of 3.79 percent and (v) fractional benefits resulting from the rural add-on provision and wage index updates. On October 31, 2011, CMS issued a final rule to update and revise Medicare home health payments for calendar year 2012. This is comprised of a net market basket update of 1.4 percent, which includes the 1 percent reduction mandated by the Affordable Care Act, offset by a case mix creep adjustment of 3.79 percent in 2012. The net effect of these changes decreases the base rate for an episode of service by 2.39 percent. In addition, the final rule states that the Medicare home health rates for calendar year 2013 will include additional negative 1.32 percent change in case mix adjustment. The final rule also shifts case mix points from high case mix and high therapy episodes to low case mix and non-therapy episodes. The shift from high therapy episodes and the removal of two hypertension codes may also have a negative impact on our revenues in 2012 in addition to the base rate decrease. There can be no assurance these changes will not adversely affect us.

Legislative and regulatory actions resulting in changes in reimbursement rates or methods of payment from Medicare and Medicaid, or implementation of other measures to reduce reimbursement for our services, may have a material adverse effect on our revenues and operating margins. Reimbursement to us for our hospice services is subject to Medicare cap amounts, which are calculated by Medicare.

In fiscal 2010 and 2009, 85 percent and 82 percent, respectively, of Gentiva’s total net revenues were generated from Medicare and Medicaid and local government programs and in fiscal 2009, 97 percent of Odyssey’s net patient service revenue consisted of payments paid primarily on a per diem basis, from the Medicare and Medicaid programs. The healthcare industry is experiencing a trend toward cost containment, as the government seeks to stabilize or reduce reimbursement and utilization rates.

In addition, the timing of payments made under these programs is subject to regulatory action and governmental budgetary constraints. For certain Medicaid programs, the time period between submission of claims and payment has increased. Further, within the statutory framework of the Medicare and Medicaid programs, there are a substantial number of areas subject to administrative rulings and interpretations that may further affect payments made under those programs. Additionally, the federal and state governments may in the future reduce the funds available under those programs or require more stringent utilization and quality reviews of providers. These pressures may be increased as a result of the Health Care Reform Act. Moreover, we cannot assure you that adjustments from regulatory actions or Medicare or Medicaid audits, including the payment of fines or penalties to the federal or state governments, will not have a material adverse effect on our liquidity or profitability.

Overall payments made by Medicare to us for hospice services are subject to cap amounts calculated by Medicare. Total Medicare payments to us for hospice services are compared to the cap amount for the hospice cap period, which runs from November 1 of one year through October 31 of the next year. CMS usually announces the cap amount in the month of July or August in the cap period and not at the beginning of the cap period. We must estimate the cap amount for the cap period before CMS announces the cap amount and are at risk if our estimate exceeds the later announced cap amount. CMS can also make retroactive adjustments to cap amounts announced for prior cap periods. Payments to us in excess of the cap amount must be returned by us to Medicare. In May 2011, CMS announced that the Medicare cap would be $24,528 per beneficiary for the 2011 cap year, which is from November 1, 2010 through October 31, 2011. A second hospice cap amount limits the number of days of inpatient care to not more than 20 percent of total patient care days within the cap period.

As part of its review of the Medicare hospice benefit, MedPAC recommended to Congress in its “Report to Congress: Medicare Payment Policy—March 2009” (“2009 MedPAC Report”) that Congress direct the Secretary of Health and Human Services to change the Medicare payment system for hospice to:

• have relatively higher payments per day at the beginning of a patient’s hospice care and relatively lower payments per day as the length of the duration of the hospice patient’s stay increases;

• include relatively higher payments for the costs associated with patient death at the end of the hospice patient’s stay; and

• implement the payment system changes in 2013, with a brief transitional period.

In January 2011, MedPAC reaffirmed the foregoing recommendations and recommended that the hospice rate should be increased by 1 percent for fiscal 2012.

In addition, the Health Care Reform Act includes several provisions that would adversely impact hospice providers, including a provision to reduce the annual market basket update for hospice providers by a productivity adjustment. We cannot predict at this time whether the recommendations included in the 2009 MedPAC Report will be enacted or whether any additional healthcare reform initiatives will be implemented or whether the Health Care Reform Act or other changes in the administration of governmental healthcare programs or interpretations of governmental policies or other changes affecting the healthcare system will adversely affect our revenues. Further, due to budgetary concerns, several states have considered or are considering reducing or eliminating the Medicaid hospice benefit. Reductions or changes in Medicare or Medicaid funding could significantly reduce our net patient service revenue and our profitability.

In November 2010, CMS announced final changes to home health payments for calendar year 2011 which, together with the remaining impact of the rural add-on provision enacted under the Affordable Care Act, represents a net decrease in Medicare reimbursement of approximately 4.89 percent in 2011 as compared to 2010. The changes consist of (i) a 2.1 percent positive market basket update, (ii) a 1.0 percent reduction to the market basket update as directed by healthcare reform, (iii) a 2.5 percent reduction in the base rate to reverse the 2010 benefit resulting from changes in the home health outlier policy, (iv) a case mix creep negative adjustment of 3.79 percent, and (v) fractional benefits resulting from the rural add-on provision and wage index updates. On October 31, 2011, CMS issued a final rule to update and revise Medicare home health payments for calendar year 2012. This is comprised of a net market basket update of 1.4 percent, which includes the 1 percent reduction mandated by the Affordable Care Act, offset by a case mix creep adjustment of 3.79 percent in 2012. The net effect of these changes decreases the base rate for an episode of service by 2.39 percent. In addition, the final rule states that the Medicare home health rates for calendar year 2013 will include additional negative 1.32 percent change in case mix adjustment. The final rule also shifts case mix points from high case mix and high therapy episodes to low case mix and non-therapy episodes. The shift from high therapy episodes and the removal of two hypertension codes may also have a negative impact on our revenues in 2012 in addition to the base rate decrease.

Reductions in amounts paid by government programs for our services or changes in methods or regulations governing payments could cause our net patient service revenue and profits to materially decline.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

None.

Item 3. Defaults Upon Senior Securities

None.

Item 4. (Removed and Reserved)

Item 5. Other Information

None.

62

Item 6. Exhibits

Exhibit Number	Description
3.1	Amended and Restated Certificate of Incorporation of Company. (1)
3.2	Amended and Restated By-Laws of Company. (2)
4.1	Specimen of common stock. (4)
4.2	Form of Certificate of Designation of Series A Cumulative Non-Voting Redeemable Preferred Stock. (3)
4.3	Indenture, dated as of September 25, 2007, between the Company and The Bank of New York Mellon (formerly known as The Bank of New York), a New York banking corporation, as Trustee. (5)
4.4	Indenture, dated August 17, 2010, by and among Gentiva, the Guarantors party thereto and The Bank of New York Mellon Trust Company, N.A., as Trustee. (6)
4.5	Form of 11.5% Senior Note. (6)
10.1	Executive Non-Solicitation, Non-Competition and Confidentiality Agreement dated as of October 26, 2009 with Eric R. Slusser*+(contains schedules or similar attachments and replaces in its entirety Exhibit 10.26 to Form 10-K of Company for fiscal year ended December 31, 2010).
10.2	Senior Secured Credit Agreement, dated August 17, 2010, by and among Gentiva, each lender from time to time party thereto, 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 and Sun Trust Bank, as Co-Documentation Agents* (contains schedules or similar attachments and replaces in its entirety Exhibit 10.1 to Form 8-K of Company dated and filed August 17, 2010).
10.3	Guaranty Agreement, dated August 17, 2010, by and among the Guarantors and Bank of America, N. A., as Administrative Agent* (contains schedules or similar attachments and replaces in its entirety Exhibit 10.4 to Form 8-K of Company dated and filed August 17, 2010).
10.4	Security Agreement, dated August 17, 2010, by and among Gentiva, the Guarantors and Bank of America, N.A., as Administrative Agent* (contains schedules or similar attachments and replaces in its entirety Exhibit 10.5 to Form 8-K of Company dated and filed August 17, 2010).
10.5	Purchase Agreement, dated August 12, 2010, by and among Gentiva, the Guarantors and Barclays Capital Inc., and Banc of America Securities LLC, as representatives of the initial purchasers* (contains schedules or similar attachments and replaces in its entirety Exhibit 10.6 to Form 8-K of Company dated and filed August 17, 2010).
10.6	First Refinancing Amendment, dated as of March 9, 2011, to Senior Secured Credit Agreement among Gentiva, the Lenders party thereto and Bank of America, N.A., as Administrative Agent* (contains schedules or similar attachments and replaces in its entirety Exhibit 10.1 to Form 8-K of Company dated and filed March 9, 2011).
31.1	Certification of Chief Executive Officer pursuant to Rule 13a-14(a).*
31.2	Certification of Chief Financial Officer pursuant to Rule 13a-14(a).*
32.1	Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350.**
32.2	Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350.**
101.INS	XBRL Instance Document.**
101.SCH	XBRL Taxonomy Extension Schema Document.**
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document.**
101.DEF	XBRL Taxonomy Definition Linkbase Document.**
101.LAB	XBRL Taxonomy Extension Labels Linkbase Document.**
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document.**

63

(1) Incorporated herein by reference to Form 8-K of Company dated and filed May 12, 2008.

(2) Incorporated herein by reference to Form 8-K of Company dated and filed November 7, 2011.

(3) Incorporated herein by reference to Amendment No. 3 to the Registration Statement of Company on Form S-4 dated February 4, 2000 (File No. 333-88663).

(4) Incorporated herein by reference to Amendment No. 4 to the Registration Statement of Company on Form S-4 dated February 9, 2000 (File No. 333-88663).

(5) Incorporated herein by reference to the Registration Statement of Company on Form S-3 dated September 25, 2007 (File No. 333-146297).

(6) Incorporated herein by reference to Form 8-K of Company dated and filed August 17, 2010.

* Filed herewith

** Furnished herewith

+ Management contract or compensatory plan or arrangement

64

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	GENTIVA HEALTH SERVICES, INC. (Registrant)
Date: November 8, 2011	/s/ Tony Strange
	Tony Strange
	Chairman, Chief Executive Officer and President
Date: November 8, 2011	/s/ Eric R. Slusser
	Eric R. Slusser
	Executive Vice President,
	Chief Financial Officer and Treasurer

65

EXHIBIT INDEX

Exhibit Number	Description
3.1	Amended and Restated Certificate of Incorporation of Company. (1)
3.2	Amended and Restated By-Laws of Company. (2)
4.1	Specimen of common stock. (4)
4.2	Form of Certificate of Designation of Series A Cumulative Non-Voting Redeemable Preferred Stock. (3)
4.3	Indenture, dated as of September 25, 2007, between the Company and The Bank of New York Mellon (formerly known as The Bank of New York), a New York banking corporation, as Trustee. (5)
4.4	Indenture, dated August 17, 2010, by and among Gentiva, the Guarantors party thereto and The Bank of New York Mellon Trust Company, N.A., as Trustee. (6)
4.5	Form of 11.5% Senior Note. (6)
10.1	Executive Non-Solicitation, Non-Competition and Confidentiality Agreement dated as of October 26, 2009 with Eric R. Slusser*+(contains schedules or similar attachments and replaces in its entirety Exhibit 10.26 to Form 10-K of Company for fiscal year ended December 31, 2010).
10.2	Senior Secured Credit Agreement, dated August 17, 2010, by and among Gentiva, each lender from time to time party thereto, 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 and Sun Trust Bank, as Co-Documentation Agents* (contains schedules or similar attachments and replaces in its entirety Exhibit 10.1 to Form 8-K of Company dated and filed August 17, 2010).
10.3	Guaranty Agreement, dated August 17, 2010, by and among the Guarantors and Bank of America, N. A., as Administrative Agent* (contains schedules or similar attachments and replaces in its entirety Exhibit 10.4 to Form 8-K of Company dated and filed August 17, 2010).
10.4	Security Agreement, dated August 17, 2010, by and among Gentiva, the Guarantors and Bank of America, N.A., as Administrative Agent* (contains schedules or similar attachments and replaces in its entirety Exhibit 10.5 to Form 8-K of Company dated and filed August 17, 2010).
10.5	Purchase Agreement, dated August 12, 2010, by and among Gentiva, the Guarantors and Barclays Capital Inc., and Banc of America Securities LLC, as representatives of the initial purchasers* (contains schedules or similar attachments and replaces in its entirety Exhibit 10.6 to Form 8-K of Company dated and filed August 17, 2010).
10.6	First Refinancing Amendment, dated as of March 9, 2011, to Senior Secured Credit Agreement among Gentiva, the Lenders party thereto and Bank of America, N.A., as Administrative Agent* (contains schedules or similar attachments and replaces in its entirety Exhibit 10.1 to Form 8-K of Company dated and filed March 9, 2011).
31.1	Certification of Chief Executive Officer pursuant to Rule 13a-14(a).*
31.2	Certification of Chief Financial Officer pursuant to Rule 13a-14(a).*
32.1	Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350.**
32.2	Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350.**
101.INS	XBRL Instance Document.**
101.SCH	XBRL Taxonomy Extension Schema Document.**
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document.**
101.DEF	XBRL Taxonomy Definition Linkbase Document.**
101.LAB	XBRL Taxonomy Extension Labels Linkbase Document.**
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document.**

66

(1) Incorporated herein by reference to Form 8-K of Company dated and filed May 12, 2008.

(2) Incorporated herein by reference to Form 8-K of Company dated and filed November 7, 2011.

(3) Incorporated herein by reference to Amendment No. 3 to the Registration Statement of Company on Form S-4 dated February 4, 2000 (File No. 333-88663).

(4) Incorporated herein by reference to Amendment No. 4 to the Registration Statement of Company on Form S-4 dated February 9, 2000 (File No. 333-88663).

(5) Incorporated herein by reference to the Registration Statement of Company on Form S-3 dated September 25, 2007 (File No. 333-146297).

(6) Incorporated herein by reference to Form 8-K of Company dated and filed August 17, 2010.

* Filed herewith

** Furnished herewith

+ Management contract or compensatory plan or arrangement

67

EX-10.1

EXHIBIT 10.1

EXECUTIVE NON-SOLICITATION, NON-COMPETITION

AND CONFIDENTIALITY AGREEMENT

THIS AGREEMENT dated as of October 26, 2009 by and between Gentiva Health Services, Inc., a Delaware corporation (“Gentiva”), and Eric R. Slusser (“Employee”).

W I T N E S S E T H:

WHEREAS, Employee acknowledges that Gentiva is engaged in the highly competitive business of providing home healthcare services and that Employee has job responsibilities covering the areas in and around the locations listed in Attachment 1 to this Agreement. Gentiva’s engagement in this business has involved and continues to involve the expenditure of substantial amounts of money and the use of skills developed over a long period of time. As a result of these investments of money, skill and time, Gentiva has developed and will continue to develop certain valuable Trade Secrets and Confidential Information that are peculiar to Gentiva’s business and the disclosure of which would cause Gentiva great and irreparable harm. Gentiva has also invested a great deal of time and money in developing relationships with its employees, patients and referral sources;

WHEREAS, Employee acknowledges that in rendering services to Gentiva, Employee will be exposed to and learn much information about Gentiva’s business, including valuable Confidential Information and Trade Secrets, which Employee would not have access to if not for Employee’s employment with Gentiva and which it would be unfair to disclose to others, or to use to Gentiva’s disadvantage;

WHEREAS, Employee acknowledges that the restrictions contained in this Agreement are necessary and reasonable to protect Gentiva’s legitimate business interests in its Trade Secrets, valuable Confidential Information, relationships with its employees and relationships and goodwill with its patients and referral sources; and

WHEREAS, Employee acknowledges that Employee’s skills, education and training qualify Employee to work and obtain employment which does not violate this Agreement and that the restrictions in this Agreement have been crafted as narrowly as reasonably possible to protect Gentiva’s legitimate business interests in its Trade Secrets, valuable Confidential Information, relationships with its employees and relationships and good will with its patients and referral sources.

NOW, THEREFORE, in consideration of the mutual promises and obligations in this Agreement, including but not limited to, Gentiva’s employing or continuing to employ Employee as an at-will employee, and other good and valuable consideration, the receipt and sufficiency of which are hereby mutually acknowledged, Gentiva and Employee agree as follows:

1. Non-Solicitation of Patients and Referral Sources

Employee agrees that during Employee’s employment with Gentiva and for a period of one (1) year after termination of Employee’s employment with Gentiva for any reason, except on behalf of Gentiva, Employee will not directly or indirectly solicit, contact, call upon, communicate with or attempt to communicate with any patient or referral source of Gentiva for the purpose of providing home healthcare services. This restriction shall apply only to any patient or referral source of Gentiva with whom Employee had Material Contact during the last twelve months of Employee’s employment with Gentiva. “Material Contact” for purposes of this Section 1 means contact between Employee and the patient for the purpose of furthering the patient’s healthcare or contact between Employee and the referral source for the purpose of furthering the referral relationship.

2. Non-Solicitation of Employees

Employee agrees that during Employee’s employment with Gentiva and for a period of one (1) year after termination of Employee’s employment with Gentiva for any reason, Employee will not recruit, hire or attempt to recruit or hire, directly or by assisting others, any other employee of Gentiva with whom Employee had Material Contact during Employee’s employment with Gentiva. “Material Contact” for the purposes of this Section 2 means contact between Employee and the other employee of Gentiva for the purpose of furthering Gentiva’s business.

3. Non-Competition

Employee agrees that during Employee’s employment with Gentiva and for a period of one (1) year after termination of Employee’s employment with Gentiva for any reason, except on behalf of Gentiva, Employee shall not, on Employee’s own behalf or on another’s behalf, (i) work in a financial or management capacity in the business of providing home healthcare services or (ii) own, operate, control or provide services or financial assistance to any business providing home healthcare services, except that Employee may own for investment purposes only up to 1% of the capital stock of any such business whose stock is publicly traded. These restrictions shall apply only within a 25 mile radius of Employee’s primary place of employment with Gentiva located at 3350 Riverwood Parkway, Atlanta, Georgia and a 15 mile radius of each Gentiva location listed in Attachment 1 to this Agreement. Employee agrees that because of the nature of Gentiva’s business, the nature of Employee’s job responsibilities, and the nature of the

2

Confidential Information and Trade Secrets of Gentiva to which Gentiva will give Employee access, any breach of this provision by Employee would result in the inevitable disclosure of Gentiva’s Trade Secrets and Confidential Information to its direct competitors.

4. Confidentiality

A. During Employee’s employment with Gentiva and at any time after the termination of Employee’s employment with Gentiva for any reason, Employee will not publish or disclose, use for Employee’s own benefit or the benefit of others, or divulge or convey to others, any Trade Secrets of Gentiva or that of third parties obtained by Employee in the course of Employee’s employment with Gentiva. “Trade Secret” means any and all information, knowledge or data in any form whatsoever, tangible or intangible, that is considered a trade secret under applicable law. This promise of confidentiality is in addition to, and does not limit, any common law or statutory rights of Gentiva to prevent disclosure of its Trade Secrets.

B. Employee further agrees that during Employee’s employment with Gentiva and for three (3) years after the termination of Employee’s employment with Gentiva for any reason, Employee will not publish or disclose, use for Employee’s own benefit or the benefit of others, or divulge or convey to others, any Confidential Information of Gentiva. “Confidential Information” means any and all proprietary business, financial and patient information in any form, tangible or intangible, that is treated as confidential or secret by Gentiva, but does not constitute a Trade Secret. This promise of confidentiality is in addition to, and does not limit, any common law or statutory rights of Gentiva to prevent disclosure of Confidential Information.

Upon termination of Employee’s employment with Gentiva or at any other time at Gentiva’s request, Employee agrees to deliver promptly to Gentiva all Gentiva property, including, but not limited to, patient lists or names, addresses and services, patient background information, patient files, patient care directives, all drawings, blueprints, manuals, letters, notes, notebooks, reports, sketches, formulae, manufacturing processes, source codes, computer programs, financial information and similar items, memoranda, referral sources, patients or business lists and all other materials and all copies thereof relating in any way to Gentiva’s business or patients and in any way obtained by Employee during the period of Employee’s employment with Gentiva which are in Employee’s possession, custody or control. Employee further agrees not to make or retain any copies of any of the foregoing and will so represent to Gentiva upon termination of Employee’s employment.

5. Proprietary Information and Inventions

A. Employee agrees that any and all information and data originated by Employee while employed by Gentiva and, where applicable, by other

3

employees or associates under Employee’s direction or supervision in connection with or as a result of Employee’s employment, shall be promptly disclosed to Gentiva, shall become Gentiva’s property, and shall be kept confidential by Employee. Any and all such information and data, reduced to written, graphic, or other tangible form and any and all copies and reproductions thereof shall be furnished to Gentiva upon request and in any case shall be returned to Gentiva upon termination of Employee’s employment with Gentiva.

B. Employee agrees that Employee will promptly disclose to Gentiva all inventions or discoveries made, conceived, or for the first time reduced to practice in connection with or as a result of the work and/or services Employee performs for Gentiva.

C. Employee agrees that Employee will assign the entire right, title, and interest in any such invention or inventions and any patents that may be granted thereon in any country in the world concerning such inventions to Gentiva. Employee further agrees that Employee will, without expense to Gentiva, execute all documents and do all acts which may be necessary, desirable, or convenient to enable Gentiva, at its expense, to file and prosecute applications for patents on such inventions, and to maintain patents granted thereon.

6. Non-Disparagement

Employee agrees that during Employee’s employment with Gentiva and for a period of three (3) years following the termination of Employee’s employment with Gentiva, Employee will not take any action or make any statement which disparages Gentiva or its practices or which disrupts or impairs its normal operations. Nothing in this provision shall limit any common law or statutory rights of Gentiva or obligations of Employee.

7. Equitable Relief

Employee acknowledges that the services to be rendered by Employee are of a special and intellectual character, which gives them a peculiar value, that Employee possesses unique skills, knowledge and ability, and that any breach of the provisions of this Agreement would cause Gentiva irreparable injury which would not reasonably or adequately be compensated by damages in an action at law. Therefore, Employee agrees that Gentiva shall be entitled, in addition to any other remedies it may have under this Agreement, at law, or otherwise, to immediate injunctive and other equitable relief to prevent or curtail any breach of this Agreement by Employee. In addition, in the event of a breach of this Agreement by Employee, Employee agrees and acknowledges that Employee will forfeit all options to purchase stock granted to Employee, vested or unvested and/or the proceeds from the sale of stock obtained from options granted to Employee during the term of Employee’s employment with Gentiva. Nothing in this Agreement shall prohibit Gentiva from seeking or recovering any legal or monetary damages to which it may be entitled if Employee breaches this

4

Agreement. Employee agrees to pay any and all reasonable attorneys’ fees incurred by Gentiva in successfully enforcing any covenant contained in this Agreement.

8. Severability

Employee and Gentiva expressly agree that the covenants and agreements contained in this Agreement are separate, severable, and divisible, and in the event any portion or portions of such paragraphs are declared invalid or unenforceable, the validity of the remaining paragraphs of this Agreement will not be affected. If any provision contained herein shall for any reason be held excessively broad or unreasonable as to time, territory, or interest to be protected, the court is hereby empowered and requested to construe said provision by narrowing it, so as to make it reasonable and enforceable to the extent provided under applicable law.

9. Waiver

The waiver by Gentiva of a breach of any provision of this Agreement by Employee shall not operate or be construed as a waiver of any subsequent breach by Employee or of any of Gentiva’s rights hereunder.

10. Entire Agreement

This Agreement contains the entire agreement between the parties with respect to the subject matter contained in this Agreement. It may not be changed orally, but only by an agreement in writing signed by the President of Gentiva and Employee. This Agreement supersedes any prior or contemporaneous discussions, negotiations, understandings, arrangements, or agreements between Gentiva and Employee with respect to the subject matter contained in this Agreement.

11. Future Employers

Employee agrees that Gentiva may notify anyone employing Employee or evidencing an intention to employ Employee as to the existence and provisions of this Agreement and may provide any such person or organization a copy of this Agreement. Employee agrees that for a period of three (3) years after termination of Employee’s employment with Gentiva for any reason, Employee will provide Gentiva the identity of any employer Employee goes to work for along with Employee’s job title and anticipated job duties with any such employer. Employee further agrees to provide a copy of this Agreement to anyone who employs Employee within three (3) years of the termination of Employee’s employment with Gentiva.

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12. Binding Effect

The covenants, terms, and provisions set forth in this Agreement shall inure to the benefit of and be enforceable by Gentiva and its successors, assigns, and successors-in-interest, including, without limitation, any corporation, partnership, or other entity with which Gentiva may be merged or by which it may be acquired. This Agreement may be assigned by Gentiva without Employee’s consent. Employee may not assign Employee’s rights and obligations under this Agreement to any other party.

13 Employment At-Will Relationship

Employee and Gentiva agree that nothing in this Agreement alters the at-will nature of Employee’s employment relationship with Gentiva and that either Employee or Gentiva may terminate the employment relationship at any time for any reason. Employee further agrees that nothing in this Agreement limits Gentiva’s right to alter or modify Employee’s job title or job duties and responsibilities any time at Gentiva’s discretion.

IN WITNESS WHEREOF, this Agreement has been entered into as of the date first above written.

GENTIVA HEALTH SERVICES, INC.
By:	/s/ Tony Strange
	Tony Strange
	Chief Executive Officer and President
/s/ Eric R. Slusser
Eric R. Slusser
As Employee

6

ATTACHMENT 1

BRANCH LISTING - Home Health
Legal Name	Street Address	Suite	City	ST	Zip Code	County
Mid-South Home Health of Gadsden, Inc.	8787 US Highway 431		Albertville	AL	35950-0163	MARSHALL
Gentiva Health Services (Certified), Inc.	1309 Antioch Road		Andalusia	AL	36420-3419	COVINGTON
Gentiva Certified HealthCare Corp.	409 East 10th Street	305	Anniston	AL	36207-4781	CALHOUN
Mid-South Home Health Agency, Inc.	905A South Clinton Street		Athens	AL	35611-3663	LIMESTONE
Mid-South Home Health Agency, Inc.	2305 Hand Ave.	4	Bay Minette	AL	36507	BALDWIN
Gentiva Certified HealthCare Corp.	919 Medical Center Drive		Bessemer	AL	35022-6080	JEFFERSON
Mid-South Home Health Agency, Inc.	2200 Riverchase Center	700	Birmingham	AL	35244-2915	SHELBY
Gentiva Certified HealthCare Corp.	1108 East Park Drive		Birmingham	AL	35235-2560	JEFFERSON
Mid-South Home Health Agency, Inc.	601 Shoffner Street	B	Brewton	AL	36426	ESCAMBIA
Mid-South Home Health Agency, Inc.	118 6th Street South		Clanton	AL	35045-3540	CHILTON
Mid-South Home Health Agency, Inc.	1217 Cullman Shopping Center NW		Cullman	AL	35055-2859	CULLMAN
Mid-South Home Health Agency, Inc.	9037 Independence Avenue	B	Daphne	AL	36526-7694	BALDWIN
Gentiva Certified HealthCare Corp.	2740 Headland Avenue		Dothan	AL	36303-1236	HOUSTON
Mid-South Home Health Agency, LLC	557 Glover Street	5	Enterprise	AL	36330-2070	COFFEE
Mid-South Home Health Agency, LLC	335 Macon Ave.		Eufaula	AL	36027-1898	BARBOUR
Mid-South Home Health Agency, Inc.	416 N. Seminary Street	1000	Florence	AL	35630-4689	LAUDERDALE
Gentiva Certified HealthCare Corp.	1390 N. McKenzie St.		Foley	AL	36535-2232	BALDWIN
Mid-South Home Health of Gadsden, Inc.	1214 Forest Avenue, NW		Fort Payne	AL	35967-3036	DE KALB
Mid-South Home Health Agency, LLC	101 North Lincoln Street		Geneva	AL	36340	GENEVA
Gentiva Certified HealthCare Corp.	12731 Hwy 17	3	Gilbertown	AL	36908-5229	CHOCTAW
Mid-South Home Health Agency, LLC	201 Greenville Bypass	4	Greenville	AL	36037-3772	BUTLER
Mid-South Home Health Agency, Inc.	303 Williams Avenue, Park Plaza	921 & 922	Huntsville	AL	35801-6012	MADISON
Mid-South Home Health Agency, Inc.	1458 Jones Dairy Road	100	Jasper	AL	35501-6111	WALKER
Mid-South Home Health Agency, Inc.	67 East Midtown Park		Mobile	AL	36606-4141	MOBILE
Mid-South Home Health Agency, Inc.	2511 Fairlane Drive	C-100	Montgomery	AL	36116-1650	MONTGOMERY
Mid-South Home Health Agency, Inc.	12521 Alabama Hwy. 157	E and F	Moulton	AL	35650-1937	LAWRENCE
Mid-South Home Health Agency, Inc.	716 State Street		Muscle Shoals	AL	35661-2940	Colbert
Mid-South Home Health Agency, LLC	1800 Highway 84 West		Opp	AL	36467-3520	COVINGTON
Mid-South Home Health Agency, Inc.	3319 Dr. John Haynes Dr.	4	Pell City	AL	35125-1583	SAINT CLAIR
Chattahoochee Valley Home Health, Inc.	River Chase Office Park, 5009 River Chase Dr., Bldg 100	C	Phenix City	AL	36867-7484	RUSSELL
Mid-South Home Health of Gadsden, Inc.	105 Seaboard Avenue		Piedmont	AL	36272-2001	CALHOUN

7

Legal Name	Street Address	Suite	City	ST	Zip Code	County
Gentiva Certified HealthCare Corp.	1294-A East Main Street		Prattville	AL	36066-5527	AUTAUGA
Mid-South Home Health of Gadsden, Inc.	3225 Rainbow Drive	256	Rainbow City	AL	35906-5861	ETOWAH
Mid-South Home Health Agency, Inc.	12200 Highway 43 Bypass		Russellville	AL	35653-4737	FRANKLIN
Mid-South Home Health Agency, Inc.	102 Central Park Place		Selma	AL	36701-7757	DALLAS
Gentiva Certified HealthCare Corp.	1025 West Fort Williams St.		Sylacauga	AL	35150-2301	TALLADEGA
Mid-South Home Health Agency, LLC	1305 South Brundidge Street	F	Troy	AL	36081-3137	PIKE
Gentiva Health Services (USA), Inc.	3321 South 74th Street	B	Fort Smith	AR	72903	SEBASTIAN
Gentiva Certified HealthCare Corp.	3321 South 74th Street	B	Fort Smith	AR	72903	SEBASTIAN
Gentiva Certified HealthCare Corp.	3955 Central Avenue Unit 7		Hot Springs	AR	71913	GARLAND
Gentiva Health Services (USA), Inc.	3955 Central Avenue Unit 7		Hot Springs	AR	71913	GARLAND
Gentiva Certified HealthCare Corp.	4419 North Hwy. 7	314	Hot Springs Village	AR	71909-9301	Garland
Gentiva Health Services (USA), Inc.	4419 North Hwy. 7	314	Hot Springs Village	AR	71909-9301	Garland
Gentiva Certified HealthCare Corp.	204 Executive Court	100	Little Rock	AR	72205	PULASKI
Gentiva Health Services (USA), Inc.	204 Executive Court	100	Little Rock	AR	72205	PULASKI
Gentiva Certified HealthCare Corp.	2222 South Dobson Rd.	305	Mesa	AZ	85202-6490	MARICOPA
Gentiva Certified HealthCare Corp.	14050 North 83rd Ave.	150	Peoria	AZ	85381-5645	MARICOPA
Gentiva Certified HealthCare Corp.	16620 North 40th Street	D4	Phoenix	AZ	85032	MARICOPA
Gentiva Health Services (USA), Inc.	6400 E ElDorado Circle	120	Tucson	AZ	85715	PIMA
Gentiva Certified HealthCare Corp.	6400 E ElDorado Circle	120	Tucson	AZ	85715	PIMA
Gentiva Certified HealthCare Corp.	1503 North Imperial Avenue	106	El Centro	CA	92243	IMPERIAL
Gentiva Health Services (USA), Inc.	1503 North Imperial Avenue	106	El Centro	CA	92243	IMPERIAL
Gentiva Certified HealthCare Corp.	515 Lyell Dr.	102	Modesto	CA	95356	STANISLAUS
Gentiva Health Services (USA), Inc.	515 Lyell Dr.	102	Modesto	CA	95356	STANISLAUS
Gentiva Certified HealthCare Corp.	2281 Lava Ridge Court	150	Roseville	CA	95661-2805	PLACER
Gentiva Certified HealthCare Corp.	2525 Camino Del Rio South	220	San Diego	CA	92108-3719	SAN DIEGO
Gentiva Health Services (USA), Inc.	4030 Moorpark Ave.	251	San Jose	CA	95117-1807	SANTA CLARA
Gentiva Certified HealthCare Corp.	4030 Moorpark Ave.	251	San Jose	CA	95117-1807	SANTA CLARA
Gentiva Certified HealthCare Corp.	3220 S. Higuera St.	101	San Luis Obispo	CA	93401	SAN LUIS OBISPO
Gentiva Certified HealthCare Corp.	2850 S. Redhill Avenue	230	Santa Ana	CA	92705-5550	ORANGE
Gentiva Health Services (USA), Inc.	2850 S. Redhill Avenue	230	Santa Ana	CA	92705-5550	ORANGE
Gentiva Certified HealthCare Corp.	1260 North Dutton Avenue	150	Santa Rosa	CA	95401-4680	SONOMA
Gentiva Health Services (USA), Inc.	1260 North Dutton Avenue	150	Santa Rosa	CA	95401-4680	SONOMA
Gentiva Health Services (USA), Inc.	1776 West March Lane	150	Stockton	CA	95207-6412	SAN JOAQUIN
Gentiva Certified HealthCare Corp.	1776 West March Lane	150	Stockton	CA	95207-6412	SAN JOAQUIN
PHHC Acquisition Corp.	3650 Rebecca Lane		Colorado Springs	CO	80917-5005	El Paso
PHHC Acquisition Corp.	6000 Greenwood Plaza Blvd.	130	Greenwood Village	CO	80111-4817	Arapahoe
PHHC Acquisition Corp.	1074 Eagleridge Blvd.		Pueblo	CO	81008-2130	PUEBLO
Gentiva Health Services (USA), Inc.	83 Mill Plain Road		Danbury	CT	06811	FAIRFIELD
Gentiva Certified HealthCare Corp.	111 Founders Plaza 323 Pitkin Street	103	East Hartford	CT	06108	HARTFORD
Gentiva Certified HealthCare Corp.	30 Stanford Drive		Farmington	CT	06032	HARTFORD

8

Legal Name	Street Address	Suite	City	ST	Zip Code	County
Gentiva Certified HealthCare Corp.	1952 Whitney Avenue		Hamden	CT	06517	NEW HAVEN
Gentiva Certified HealthCare Corp.	12 Cambridge Drive	1.1	Trumbull	CT	06611	FAIRFIELD
Gentiva Health Services (Certified), Inc.	2121 East Semoran Blvd.		Apopka	FL	32703-5710	ORANGE
Gentiva Health Services (Certified), Inc.	7593 Boynton Beach Blvd.	210	Boynton Beach	FL	33437-6162	PALM BEACH
Gentiva Health Services (Certified), Inc.	402 43rd Street West		Bradenton	FL	34209	Manatee
Gentiva Health Services (Certified), Inc.	624 North Main Street		Chiefland	FL	32626-1101	LEVY
Gentiva Health Services (Certified), Inc.	13630 58th St N	103	Clearwater	FL	33760-3734	PINELLAS
Gentiva Health Services (Certified), Inc.	2215 S. Ferdon Blvd. Court Plaza		Crestview	FL	32536-8458	OKALOOSA
Gentiva Health Services (Certified), Inc.	1717 North Clyde Morris Blvd.	140	Daytona Beach	FL	32117-5532	VOLUSIA
Gentiva Health Services (Certified), Inc.	756 Baldwin Ave.	C	Defuniak Springs	FL	32435
Gentiva Health Services (Certified), Inc.	801 North Stone Street		Deland	FL	32720-3255	VOLUSIA
Gentiva Health Services (Certified), Inc.	6100 W. Atlantic Avenue		Delray Beach	FL	33484	PALM BEACH
Gentiva Health Services (Certified), Inc.	4012 Commons Drive	104	Destin	FL	32541	OKALOOSA
Gentiva Health Services (Certified), Inc.	6811 Palisades Court	2	Fort Myers	FL	33912	LEE
Gentiva Health Services (Certified), Inc.	340 Beal Parkway NW	B	Fort Walton Beach	FL	32548-3924	OKALOOSA
Gentiva Health Services (Certified), Inc.	4011 NW 43rd Street	C	Gainesville	FL	32606-4609	ALACHUA
Gentiva Health Services (Certified), Inc.	8011 Philips Highway	4	Jacksonville	FL	32256-7459	DUVAL
Gentiva Health Services (Certified), Inc.	3296 North Greenwald Way		Kissimmee	FL	34741-0728	OSCEOLA
Gentiva Health Services (Certified), Inc.	1389 US Highway 90 West	190	Lake City	FL	32055-6149	COLUMBIA
Gentiva Health Services (Certified), Inc.	4935 Southfork Drive		Lakeland	FL	33813-2043	POLK
Gentiva Health Services (Certified), Inc.	11009 Gatewood Drive	101 & 102	Lakewood Ranch	FL	34211-4941	Manatee
Gentiva Health Services (Certified), Inc.	2417 North Lecanto Highway		Lecanto	FL	34461-9677	CITRUS
Gentiva Health Services (Certified), Inc.	1600 West Main Street		Leesburg	FL	34748-2811	LAKE
Gentiva Health Services (Certified), Inc.	112 Irvin Avenue SW		Live Oak	FL	32064-2214	SUWANNEE
Gentiva Health Services (Certified), Inc.	2491 Commercial Park Dr.		Marianna	FL	32448-2521	Jackson
Gentiva Health Services (Certified), Inc.	8247 Devereux Drive	103	Melbourne	FL	32940-8227	BREVARD
Access Home Health of Florida, Inc.	1333 Gateway Drive	1020	Melbourne	FL	32901-2648	BREVARD
Gentiva Health Services (Certified), Inc.	7200 NW 19th Street Bldg 4	114	Miami	FL	33126	DADE
Gentiva Health Services (Certified), Inc.	5050 Tamiami Trail North	Unit B	Naples	FL	34103-2801	COLLIER
Gentiva Health Services (Certified), Inc.	2215 East Fort King Street	C	Ocala	FL	34471-2566	MARION
Gentiva Health Services (Certified), Inc.	205 Zeagler Dr	401	Palatka	FL	32177-3887	PUTNAM
Gentiva Health Services (Certified), Inc.	8755 N. Military Trail		Palm Beach Gardens	FL	33410	PALM BEACH
Gentiva Health Services (Certified), Inc.	2931 Hwy 77 North		Panama City	FL	32405-4411	BAY
Gentiva Health Services (Certified), Inc.	4700 Bayou Blvd Bldg 4		Pensacola	FL	32503-2670	ESCAMBIA
Gentiva Health Services (Certified), Inc.	7901 SW 6th Ct.	110	Plantation	FL	33324-3248	Broward
Gentiva Health Services (Certified), Inc.	1504 Kings Highway	100	Port Charlotte	FL	33980-5240	CHARLOTTE
Gentiva Health Services (Certified), Inc.	590 NW Peacock Blvd.	1	Port Saint Lucie	FL	34986-2213	Saint Lucie

9

Legal Name	Street Address	Suite	City	ST	Zip Code	County
Access Home Health of Florida, Inc.	1832 SE Port St. Lucie Blvd.		Port Saint Lucie	FL	34952-5545	SAINT LUCIE
Access Home Health of Florida, Inc.	2906 Falkenberg Road		Riverview	FL	33578-2554	HILLSBOROUGH
Gentiva Health Services (Certified), Inc.	6043 9th Avenue North		Saint Petersburg	FL	33710-6201	PINELLAS
Gentiva Health Services (Certified), Inc.	730 Lexington Green Lane		Sanford	FL	32771-1019	SEMINOLE
Gentiva Health Services (Certified), Inc.	2201 Cantu Court	200	Sarasota	FL	34232-6255	SARASOTA
Gentiva Health Services (Certified), Inc.	255 US Hwy 27 North		Sebring	FL	33870-2146	HIGHLANDS
Gentiva Health Services (Certified), Inc.	260 Mariner Boulevard		Spring Hill	FL	34609-5691	HERNANDO
Gentiva Health Services (Certified), Inc.	2450 Tim Gamble Place		Tallahassee	FL	32308-4383	LEON
Gentiva Health Services (Certified), Inc.	15619 Premiere Drive	104	Tampa	FL	33624-1332	HILLSBOROUGH
Gentiva Health Services (Certified), Inc.	830 South Park Ave.		Titusville	FL	32780	BREVARD
Gentiva Health Services (Certified), Inc.	1375 South Semoran, Bldg. 5	1311	Winter Park	FL	32792-5513	ORANGE
Gentiva Health Services (Certified), Inc.	8836 Gall Blvd.		Zephyrhills	FL	33541	PASCO
Gentiva Certified HealthCare Corp.	1303 Hightower Trail	140	Atlanta	GA	30350-2919	FULTON
Healthfield Home Health, Inc.	384 Northyards Blvd.	300	Atlanta	GA	30313-2441	FULTON
Healthfield of Statesboro, Inc.	2826 Hillcreek Drive	A	Augusta	GA	30909-5628	RICHMOND
Healthfield of Southwest Georgia, Inc.	430 East Shotwell Street		Bainbridge	GA	39819-4058	Decatur
Chattahoochee Valley Home Health, Inc.	730 Center Street	200	Columbus	GA	31901	MUSCOGEE
Healthfield Home Health, Inc.	2062 Eastside Drive		Conyers	GA	30013-1953	ROCKDALE
CHMG of Atlanta, Inc.	2080 Ronald Reagan Blvd	500	Cumming	GA	30041-0206	FORSYTH
CHMG of Griffin, Inc.	246 O’Dell Road, Unit 5		Griffin	GA	30224-4880	SPALDING
Healthfield Home Health, Inc.	1075 Old Norcross Road	S	Lawrenceville	GA	30046-3302	GWINNETT
Healthfield Home Health, Inc.	1395 S. Marietta Pkwy.	910	Marietta	GA	30067-7830	COBB
CHMG of Griffin, Inc.	10 Bledsoe Road	C	Newnan	GA	30265-1044	COWETA
Healthfield Home Health, Inc.	504 Riverside Parkway	300	Rome	GA	30161-2979	FLOYD
Gentiva Certified HealthCare Corp.	401 Mall Blvd.	202-C	Savannah	GA	31406-4834	CHATHAM
Healthfield of Statesboro, Inc.	1525 Fair Road, (Mail: P. O. Box 1452, zip 30459-1452)	C	Statesboro	GA	30458-6025	BULLOCH
Healthfield Home Health, Inc.	204 Business Center Drive		Stockbridge	GA	30281-9025	HENRY
CHMG of Griffin, Inc.	845 South Carroll Road	C & D	Villa Rica	GA	30180-7035	CARROLL
Gentiva Health Services (USA), Inc.	1067 N. Center Point Road		Hiawatha	IA	52233-1231	LINN
Gentiva Certified HealthCare Corp.	1067 N. Center Point Road		Hiawatha	IA	52233-1231	LINN
Gentiva Certified HealthCare Corp.	Box 306 Junction Highway 9 & 71		Spirit Lake	IA	51360	DICKINSON
Gentiva Health Services (USA), Inc.	Box 306 Junction Highway 9 & 71		Spirit Lake	IA	51360	DICKINSON
Gentiva Certified HealthCare Corp.	3737 Westown Parkway	2C	West Des Moines	IA	50266	POLK
Gentiva Health Services (USA), Inc.	3737 Westown Parkway	2C	West Des Moines	IA	50266	POLK
Gentiva Certified HealthCare Corp.	1230 Northwood Center Ct.	C	Coeur D Alene	ID	83814-4940	KOOTENAI
Gentiva Certified HealthCare Corp.	7501 North University	118	Peoria	IL	61614	PEORIA
Gentiva Certified HealthCare Corp.	1600 Fourth Ave	201	Rock Island	IL	61201	ROCK ISLAND

10

Legal Name	Street Address	Suite	City	ST	Zip Code	County
Gentiva Certified HealthCare Corp.	701 East County Line Road	#205	Greenwood	IN	46143-1071	Johnson
Gentiva Health Services (USA), Inc.	8606 Allisonville Rd	350	Indianapolis	IN	46250	Marion
Gentiva Certified HealthCare Corp.	8606 Allisonville Rd	350	Indianapolis	IN	46250	Marion
Gentiva Certified HealthCare Corp.	1318 W 6th ST		Marion	IN	46953	Grant
Gentiva Health Services (USA), Inc.	1318 W 6th ST		Marion	IN	46953	Grant
Gentiva Health Services (USA), Inc.	2801 North Oakwood Avenue		Muncie	IN	47304	DELAWARE
Gentiva Certified HealthCare Corp.	2801 North Oakwood Avenue		Muncie	IN	47304	DELAWARE
Gentiva Certified HealthCare Corp.	11011 King Street	115	Overland Park	KS	66210	JOHNSON
Gentiva Certified HealthCare Corp.	105 Citation Dr	B	Danville	KY	40422-8633	BOYLE
Gentiva Certified HealthCare Corp.	2114 Chamber Center Drive		Fort Mitchell	KY	41017-1669	KENTON
Gentiva Certified HealthCare Corp.	540 Noel Avenue		Hopkinsville	KY	42240-1386	CHRISTIAN
Gentiva Health Services (USA), Inc.	540 Noel Avenue		Hopkinsville	KY	42240-1386	CHRISTIAN
Gentiva Certified HealthCare Corp.	2020 Liberty Rd.	115	Lexington	KY	40505-4257	FAYETTE
Gentiva Certified HealthCare Corp.	710 Executive Park		Louisville	KY	40207-4207	JEFFERSON
Gentiva Certified HealthCare Corp.	140 Stonecrest Road	203	Shelbyville	KY	40065-8144	Shelby
Gentiva Certified HealthCare Corp.	132 Frontier Blvd.	206	Stanford	KY	40484-8513	Lincoln
Gentiva Certified HealthCare Corp.	710 Versailles Blvd.		Alexandria	LA	71303-2351	Rapides
Gentiva Certified HealthCare Corp.	920 Pierremont Rd.	520	Shreveport	LA	71106	CADDO
Gentiva Health Services (USA), Inc.	644 B Pleasant Street		Attleboro	MA	02703	BRISTOL
Gentiva Certified HealthCare Corp.	275 Martine Street Suite 104		Fall River	MA	02723-1500	BRISTOL
Gentiva Health Services (USA), Inc.	275 Martine Street Suite 104		Fall River	MA	02723-1500	BRISTOL
Gentiva Health Services (USA), Inc.	1 Arch Place, 2nd Floor Middle		Greenfield	MA	01301	FRANKLIN
Gentiva Certified HealthCare Corp.	1 Arch Place, 2nd Floor Middle		Greenfield	MA	01301	FRANKLIN
Gentiva Health Services (USA), Inc.	220 Sutton Street		North Andover	MA	01845	ESSEX
Gentiva Certified HealthCare Corp.	220 Sutton Street		North Andover	MA	01845	ESSEX
Gentiva Health Services (USA), Inc.	2 South Street Berkshire Commons	180	Pittsfield	MA	01201	BERKSHIRE
Gentiva Certified HealthCare Corp.	2 South Street Berkshire Commons	180	Pittsfield	MA	01201	BERKSHIRE
Gentiva Health Services (USA), Inc.	40 Court Street		Plymouth	MA	02360	PLYMOUTH
Gentiva Certified HealthCare Corp.	40 Court Street		Plymouth	MA	02360	PLYMOUTH
Gentiva Health Services (USA), Inc.	100 Congress Street		Quincy	MA	02169	NORFOLK
Gentiva Certified HealthCare Corp.	100 Congress Street		Quincy	MA	02169	NORFOLK
Gentiva Health Services (USA), Inc.	23 V-2 Whites Path		South Yarmouth	MA	02664	BARNSTABLE
Gentiva Certified HealthCare Corp.	23 V-2 Whites Path		South Yarmouth	MA	02664	BARNSTABLE
Gentiva Certified HealthCare Corp.	2073 Roosevelt Avenue		Springfield	MA	01104	HAMPDEN
Gentiva Health Services (USA), Inc.	2073 Roosevelt Avenue		Springfield	MA	01104	HAMPDEN
Gentiva Certified HealthCare Corp.	9700 Patuxent Woods Drive	120	Columbia	MD	21046-2939	HOWARD
Gentiva Health Services (USA), Inc.	9700 Patuxent Woods Drive	120	Columbia	MD	21046-2939	HOWARD
Gentiva Health Services (USA), Inc.	8028 Ritchie Highway	308	Pasadena	MD	21122	ANNE ARUNDEL
Gentiva Certified HealthCare Corp.	8028 Ritchie Highway	308	Pasadena	MD	21122	ANNE ARUNDEL
Gentiva Certified HealthCare Corp.	10230 New Hampshire Ave.		Silver Spring	MD	20903	Montgomery
Gentiva Health Services (USA), Inc.	10230 New Hampshire Ave.		Silver Spring	MD	20903	Montgomery
Gentiva Certified HealthCare Corp.	8600 LaSalle Rd. Chester Building	500	Towson	MD	21286	BALTIMORE
Gentiva Health Services (USA), Inc.	8600 LaSalle Rd. Chester Building	500	Towson	MD	21286	BALTIMORE
Gentiva Certified HealthCare Corp.	175 Exchange Street	100	Bangor	ME	04401-6537	PENOBSCOT
Gentiva Certified HealthCare Corp.	881 Forest Avenue		Portland	ME	04103	CUMBERLAND
Gentiva Certified HealthCare Corp.	883 Main St	1	Sanford	ME	04073	YORK
Gentiva Health Services (USA), Inc.	203 Clark Street		Adrian	MI	49221

11

Legal Name	Street Address	Suite	City	ST	Zip Code	County
Gentiva Health Services (USA), Inc.	555 Briarwood Circle		Ann Arbor	MI	48108-1686	WASHTENAW
Gentiva Certified HealthCare Corp.	555 Briarwood Circle		Ann Arbor	MI	48108-1686	WASHTENAW
Gentiva Health Services (USA), Inc.	2512 Carpenter Road	101A	Ann Arbor	MI	48108	WASHTENAW
Gentiva Certified HealthCare Corp.	3497 Coolidge Road	A	East Lansing	MI	48823-6366	INGHAM
Gentiva Health Services (USA), Inc.	3497 Coolidge Road	A	East Lansing	MI	48823-6366	INGHAM
Gentiva Certified HealthCare Corp.	2377 South Linden Rd.		Flint	MI	48532-5430	Genesee
Gentiva Health Services (USA), Inc.	2377 South Linden Rd.		Flint	MI	48532-5430	Genesee
Gentiva Certified HealthCare Corp.	2040 Ray Brook SE	301	Grand Rapids	MI	49546	KENT
Gentiva Health Services (USA), Inc.	2040 Ray Brook SE	301	Grand Rapids	MI	49546	KENT
Gentiva Certified HealthCare Corp.	1001 W. Michigan, Suite C		Jackson	MI	49202	JACKSON
Gentiva Certified HealthCare Corp.	5401 Portage Rd.		Kalamazoo	MI	49002	KALAMAZOO
Gentiva Health Services (USA), Inc.	5401 Portage Rd.		Kalamazoo	MI	49002	KALAMAZOO
Gentiva Health Services (USA), Inc.	2 Crocker	102A	Mount Clemens	MI	48043	MACOMB
Gentiva Certified HealthCare Corp.	5906 Commerce Centre Dr		Muskegon Heights	MI	49444	Muskegon
Gentiva Health Services (USA), Inc.	5906 Commerce Centre Dr		Muskegon Heights	MI	49444	Muskegon
Gentiva Health Services (USA), Inc.	3060 Boardwalk Drive		Saginaw	MI	48603	SAGINAW
Gentiva Certified HealthCare Corp.	3060 Boardwalk Drive		Saginaw	MI	48603	SAGINAW
Gentiva Certified HealthCare Corp.	29840 Telegraph Rd.		Southfield	MI	48034	OAKLAND
Gentiva Health Services (USA), Inc.	29840 Telegraph Rd.		Southfield	MI	48034	OAKLAND
Gentiva Certified HealthCare Corp.	2626 East 82nd Street		Bloomington	MN	55425	HENNEPIN
Gentiva Health Services (USA), Inc.	2626 East 82nd Street		Bloomington	MN	55425	HENNEPIN
Gentiva Certified HealthCare Corp.	925 East Superior St	104	Duluth	MN	55802	SAINT LOUIS
Gentiva Health Services (USA), Inc.	925 East Superior St	104	Duluth	MN	55802	SAINT LOUIS
Gentiva Certified HealthCare Corp.	1970 Oakcrest Avenue	107	Roseville	MN	55113	RAMSEY
Gentiva Health Services (USA), Inc.	1970 Oakcrest Avenue	107	Roseville	MN	55113	RAMSEY
Gentiva Certified HealthCare Corp.	12125 Woodcrest Executive Dr.	340	Creve Coeur	MO	63141	SAINT LOUIS
Gentiva Certified HealthCare Corp.	6501 E Commerce	140	Kansas City	MO	64120	Jackson
Gentiva Certified HealthCare Corp.	3521 Ralph Powell Road	B	Lee’S Summit	MO	64064-2360	Jackson
Home Health Care Affiliates of Mississippi, Inc.	70 Hwy 25 S, P O Box 406		Aberdeen	MS	39730	MONROE
Home Health Care Affiliates of Mississippi, Inc.	9630 MS Hwy 15 (Phys loc. only - See comments for mail)		Ackerman	MS	39735	CHOCTAW
Home Health Care Affiliates of Mississippi, Inc.	802 North Main Street		Amory	MS	38821	MONROE
Gilbert’s Home Health Agency, Inc.	200 South Second St. (P. O. Box 4208, Tupelo, MS 38803)		Booneville	MS	38829-3207	Prentiss
Home Health Care Affiliates of Mississippi, Inc.	104 Legion Ave		Calhoun City	MS	38916-6600	CALHOUN
Home Health Care Affiliates of Mississippi, Inc.	189 Park Creek Dr		Columbus	MS	39705-1308	Lowndes
Home Health Care Affiliates of Central MS, LLC	403 NW Depot St		Durant	MS	39063	HOLMES
Home Health Care Affiliates of Central MS, LLC	106 Riverview Drive		Flowood	MS	39232-8908	Rankin
Home Health Care Affiliates of Mississippi, Inc.	1300 Sunset Dr	Suite H	Grenada	MS	38901	GRENADA
VanWinkle Home Health Care, Inc.	208 West Green St		Hazlehurst	MS	39083	COPIAH
VanWinkle Home Health Care, Inc.	213 1/2 Caldwell Dr		Hazlehurst	MS	39083	Copiah
Home Health Care Affiliates of Mississippi, Inc.	337 E Madison St	Suite 4	Houston	MS	38851	CHICKASAW
Home Health Care Affiliates of Mississippi, Inc.	212 Hwy 12 W		Kosciusko	MS	39090	Attala
Home Health Care Affiliates of Mississippi, Inc.	415 S Jefferson		Macon	MS	39341	Noxubee

12

Legal Name	Street Address	Suite	City	ST	Zip Code	County
Home Health Care Affiliates of Central MS, LLC	201 2nd Ave SE		Magee	MS	39111-3624	SIMPSON
VanWinkle Home Health Care, Inc.	119-D W Presley		Mc Comb	MS	39648	PIKE
Gentiva Certified HealthCare Corp.	5009 Highway 493		Meridian	MS	39305	Lauderdale
Home Health Care Affiliates of Central MS, LLC	5325 Hwy 80		Morton	MS	39117-3704	SCOTT
Gilbert’s Home Health Agency, Inc.	403 Doctors Dr (P. O. Box 4208, Tupelo, MS 38803)		New Albany	MS	38652-3110	UNION
Gilbert’s Home Health Agency, Inc.	2168 Lamar Blvd		Oxford	MS	38655	Lafayette
Home Health Care Affiliates of Mississippi, Inc.	584 East Main St.	Suite B-2	Philadelphia	MS	39350	NESHOBA
Gilbert’s Home Health Agency, Inc.	404 E Walnut St (P. O. Box 4208, Tupelo, MS 38803)		Ripley	MS	38663-2112	TIPPAH
Home Health Care Affiliates of Mississippi, Inc.	1099 Stark Road		Starkville	MS	39759-3565	Oktibbeha
Gilbert’s Home Health Agency, Inc.	2633 Lawndale Dr		Tupelo	MS	38801-6709	LEE
Home Health Care Affiliates of Central MS, LLC	2710 Sherman Ave		Vicksburg	MS	39183-6639	WARREN
Home Health Care Affiliates of Mississippi, Inc.	418B N Applegate		Winona	MS	38967	MONTGOMERY
Home Health Care Affiliates of Central MS, LLC	805 1/2 E 15th St		Yazoo City	MS	39194	YAZOO
Gentiva Health Services (USA), Inc.	237 North Fayetteville Street	C	Asheboro	NC	27203-5573	RANDOLPH
Gentiva Certified HealthCare Corp.	237 North Fayetteville Street	C	Asheboro	NC	27203-5573	RANDOLPH
Capital CareResources, Inc.	69 Turtle Creek Drive		Asheville	NC	28803-3104	BUNCOMBE
Gentiva Health Services (USA), Inc.	8520 Cliff Cameron Dr	140	Charlotte	NC	28269-0013	MECKLENBURG
Gentiva Certified HealthCare Corp.	8520 Cliff Cameron Dr	140	Charlotte	NC	28269-0013	MECKLENBURG
Capital CareResources, Inc.	9009-C Perimeter Woods Drive		Charlotte	NC	28216-0040	MECKLENBURG
Total Care Home Health of North Carolina, Inc.	11111 Carmel Commons Blvd.	350	Charlotte	NC	28226	MECKLENBURG
Capital CareResources, Inc.	249 East NC Highway 54	310	Durham	NC	27713-2490	DURHAM
Capital CareResources, Inc.	600 Stellata Drive	602	Fuquay Varina	NC	27526	WAKE
Gentiva Certified HealthCare Corp.	543 Cox Road	B7	Gastonia	NC	28053	Gaston
Gentiva Health Services (USA), Inc.	543 Cox Road	B7	Gastonia	NC	28053	Gaston
Total Care Home Health of North Carolina, Inc.	710 Marietta St. South	B	Gastonia	NC	28052-4354	GASTON
Tar Heel Health Care Services, Inc.	1299-F Parkway Center		Goldsboro	NC	27534-3491	WAYNE
Gentiva Certified HealthCare Corp.	1002 North Church Street		Greensboro	NC	27401-1439	GUILFORD
Gentiva Health Services (USA), Inc.	1002 North Church Street		Greensboro	NC	27401-1439	GUILFORD
Eastern Carolina Home Health Agency, Inc.	1970 West Arlington Blvd.	B-2	Greenville	NC	27834-5783	PITT
Gentiva Certified HealthCare Corp.	1144 Lenoir Rhyne Blvd., SE		Hickory	NC	28602-5168	CATAWBA
Gentiva Health Services (USA), Inc.	1144 Lenoir Rhyne Blvd., SE		Hickory	NC	28602-5168	CATAWBA
Total Care Home Health of North Carolina, Inc.	720 23rd Street NW		Hickory	NC	28601-4528	CATAWBA
Gentiva Health Services (USA), Inc.	297 East 22nd Street		Kannapolis	NC	28083-2607	ROWAN
Gentiva Certified HealthCare Corp.	297 East 22nd Street		Kannapolis	NC	28083-2607	ROWAN
Capital CareResources, Inc.	720 Parke Centre (PO Box 859)	A	Kernersville	NC	27284-3779	FORSYTH
Capital CareResources, Inc.	167 Moore Road		King	NC	27021-8770	STOKES

13

Legal Name	Street Address	Suite	City	ST	Zip Code	County
Tar Heel Health Care Services, Inc.	2111-C North Queen Street		Kinston	NC	28501-1647	LENOIR
Total Care Home Health of North Carolina, Inc.	2160 Commerce Drive	D	Monroe	NC	28110-2839	UNION
Gentiva Health Services (USA), Inc.	136 Fairview Road	110	Mooresville	NC	28117-9518	IREDELL
Gentiva Certified HealthCare Corp.	136 Fairview Road	110	Mooresville	NC	28117-9518	IREDELL
Home Health Care of Carteret County, Inc.	Cypress Bay Plaza, 5167 US Hwy 70 West	100	Morehead City	NC	28557-4535	CARTERET
Total Care Home Health of North Carolina, Inc.	905 Cherry Street	10	North Wilkesboro	NC	28659-4252	WILKES
Tar Heel Health Care Services, Inc.	206 S. Turner Street		Pink Hill	NC	28572-7880	LENOIR
Tar Heel Health Care Services, Inc.	P. O. Box 399, 124 Main Street		Pollocksville	NC	28573-5000	JONES
Capital CareResources, Inc.	3301 Benson Drive	222	Raleigh	NC	27609-7362	WAKE
Eastern Carolina Home Health Agency, Inc.	4013 Capital Drive		Rocky Mount	NC	27804-3123	NASH
Total Care Home Health of North Carolina, Inc.	205 East Council Street	C	Salisbury	NC	28144-5067	ROWAN
Total Care Home Health of North Carolina, Inc.	425 Cherryville Road	A	Shelby	NC	28150-3651	CLEVELAND
Total Care Home Health of North Carolina, Inc.	1661 Davie Avenue		Statesville	NC	28677-3519	IREDELL
Eastern Carolina Home Health Agency, Inc.	906 West 15th Street		Washington	NC	27889-3533	BEAUFORT
Eastern Carolina Home Health Agency, Inc.	2801 S-3 Ward Blvd.		Wilson	NC	27893	WILSON
Gentiva Certified HealthCare Corp.	145 Kimel Park Drive	140	Winston Salem	NC	27103	FORSYTH
Gentiva Health Services (USA), Inc.	145 Kimel Park Drive	140	Winston Salem	NC	27103	FORSYTH
Total Care Home Health of North Carolina, Inc.	145 Kimel Park Drive	200	Winston Salem	NC	27103	FORSYTH
Gentiva Certified HealthCare Corp.	3187 Peters Creek Parkway		Winston-Salem	NC	27127-4713	FORSYTH
Total Care Home Health of Louisburg, Inc.	74 Wheaton Avenue		Youngsville	NC	27596-8691	FRANKLIN
Gentiva Health Services (USA), Inc.	8055 O Street	111	Lincoln	NE	68510	LANCASTER
Gentiva Certified HealthCare Corp.	8055 O Street	111	Lincoln	NE	68510	LANCASTER
Gentiva Certified HealthCare Corp.	11211 John Galt Blvd		Omaha	NE	68137	DOUGLAS
Gentiva Certified HealthCare Corp.	6400 Jefferson NE	101	Albuquerque	NM	87109	Bernalillo
Gentiva Health Services (USA), Inc.	6400 Jefferson NE	101	Albuquerque	NM	87109	Bernalillo
Gentiva Health Services (USA), Inc.	1850 Old Pecos Trail	H	Santa Fe	NM	87505
Gentiva Certified HealthCare Corp.	505 East Capovilla	104	Las Vegas	NV	89119	CLARK
Gentiva Health Services (USA), Inc.	505 East Capovilla	104	Las Vegas	NV	89119	CLARK
Gentiva Certified HealthCare Corp.	5425 Louie Lane	B	Reno	NV	89511	WASHOE
Gentiva Health Services (USA), Inc.	5425 Louie Lane	B	Reno	NV	89511	WASHOE
Quality Care-USA, Inc.	501 New Karner Road	3	Albany	NY	12205-3882	ALBANY
Quality Care-USA, Inc.	188 Genesee St	211	Auburn	NY	13021-3326	CAYUGA
QC-Medi New York, Inc.	188 Genesee St	211	Auburn	NY	13021-3326	CAYUGA
QC-Medi New York, Inc.	Malta Commons Business Park 100 Saratoga Village Blvd	5	Ballston Spa (Malta)	NY	12020-3703	SARATOGA
QC-Medi New York, Inc.	1249 Front Street	110	Binghamton	NY	13905-1125	BROOME
Quality Care-USA, Inc.	1249 Front Street	110	Binghamton	NY	13905-1125	BROOME
New York HealthCare Services, Inc.	50 Court St,	1202	Brooklyn	NY	11201-4867	New York City
Quality Care-USA, Inc.	50 Court St,	1202	Brooklyn	NY	11201-4867	New York City
Quality Care-USA, Inc.	1526 Walden Avenue	900	Cheektowaga	NY	14225-4985	ERIE

14

Legal Name	Street Address	Suite	City	ST	Zip Code	County
QC-Medi New York, Inc.	11849 East Corning Road	108	Corning	NY	14830	STEUBEN
Quality Care-USA, Inc.	11849 East Corning Road	108	Corning	NY	14830	STEUBEN
QC-Medi New York, Inc.	888 Veterans Memorial Highway	210	Hauppauge	NY	11788-2940	SUFFOLK
Quality Care-USA, Inc.	888 Veterans Memorial Highway	210	Hauppauge	NY	11788-2940	SUFFOLK
QC-Medi New York, Inc.	200 Elwood Davis Rd		Liverpool	NY	13088-6184	ONONDAGA
Quality Care-USA, Inc.	200 Elwood Davis Rd		Liverpool	NY	13088-6184	ONONDAGA
New York HealthCare Services, Inc.	75-06 Eliot Avenue	3	Middle Village	NY	11379	QUEENS
Gentiva Services of New York, Inc.	419 East Main Street	102	Middletown	NY	10940-2552	ORANGE
Quality Care-USA, Inc.	45 South Broad St.		Norwich	NY	13815	CHENANGO
QC-Medi New York, Inc.	45 South Broad St.		Norwich	NY	13815	CHENANGO
Quality Care-USA, Inc.	335 West First Street, 2nd Floor		Oswego	NY	13126-3655	OSWEGO
QC-Medi New York, Inc.	335 West First Street, 2nd Floor		Oswego	NY	13126-3655	OSWEGO
Quality Care-USA, Inc.	877 East Main St.		Riverhead	NY	11901-2521	SUFFOLK
QC-Medi New York, Inc.	877 East Main St.		Riverhead	NY	11901-2521	SUFFOLK
Quality Care-USA, Inc.	833-111 East Brighton Avenue Brighton Tower II		Syracuse	NY	13205	ONONDAGA
Quality Care-USA, Inc.	865 Merrick Avenue 3rd Floor		Westbury	NY	11590-6694	NASSAU
QC-Medi New York, Inc.	865 Merrick Avenue 3rd Floor		Westbury	NY	11590-6694	NASSAU
Quality Care-USA, Inc.	7-11 South Broadway	208	White Plains	NY	10601-3546	WESTCHESTER
QC-Medi New York, Inc.	7-11 South Broadway	208	White Plains	NY	10601-3546	WESTCHESTER
Gentiva Certified HealthCare Corp.	495 Portage Lakes Dr.		Akron	OH	44319	SUMMIT
Gentiva Health Services (USA), Inc.	495 Portage Lakes Dr.		Akron	OH	44319	SUMMIT
Gentiva Health Services (USA), Inc.	8170 South Avenue, Bldg. 2	D	Boardman	OH	44512-6434	MAHONING
Gentiva Certified HealthCare Corp.	8170 South Avenue, Bldg. 2	D	Boardman	OH	44512-6434	MAHONING
Gentiva Health Services (USA), Inc.	959 Illinois Ave.	B	Maumee	OH	43537-1744	LUCAS
Gentiva Certified HealthCare Corp.	959 Illinois Ave.	B	Maumee	OH	43537-1744	LUCAS
Gentiva Certified HealthCare Corp.	1202 W. Willow Road	D	Enid	OK	73703	GARFIELD
Gentiva Health Services (USA), Inc.	1202 W. Willow Road	D	Enid	OK	73703	GARFIELD
Gentiva Certified HealthCare Corp.	804 E. Jackson Street		Hugo	OK	74743	CHOCTAW
Gentiva Health Services (USA), Inc.	804 E. Jackson Street		Hugo	OK	74743	CHOCTAW
Gentiva Health Services (USA), Inc.	2210 West Gore Blvd	3	Lawton	OK	73501	COMANCHE
Gentiva Certified HealthCare Corp.	2210 West Gore Blvd	3	Lawton	OK	73501	COMANCHE
Gentiva Certified HealthCare Corp.	3501 Northwest 63rd Street	110-B	Oklahoma City	OK	73116	OKLAHOMA
Gentiva Health Services (USA), Inc.	3501 Northwest 63rd Street	110-B	Oklahoma City	OK	73116	OKLAHOMA
Gentiva Health Services (USA), Inc.	408 So. 8th Avenue		Stroud	OK	74079	LINCOLN
Gentiva Certified HealthCare Corp.	408 So. 8th Avenue		Stroud	OK	74079	LINCOLN
Gentiva Certified HealthCare Corp.	Triad One Building 7666 East 61st St.	340	Tulsa	OK	74133	TULSA
Gentiva Health Services (USA), Inc.	Triad One Building 7666 East 61st St.	340	Tulsa	OK	74133	TULSA
Gentiva Certified HealthCare Corp.	16760 SW Upper Boones Ferry Rd	106	Portland	OR	97224	WASHINGTON
Gentiva Certified HealthCare Corp.	799 Northern Blvd.		Clarks Summit	PA	18411	LACKAWANNA
Gentiva Health Services (USA), Inc.	414 East Drinker Street	302D	Dunmore	PA	18512	Lackawanna
Gentiva Certified HealthCare Corp.	800 New Holland Avenue		Lancaster	PA	17602	LANCASTER
Gentiva Certified HealthCare Corp.	1250 N. 9th St.		Stroudsburg	PA	18360-7800	MONROE
Gentiva Certified HealthCare Corp.	1065 Highway 315, Cross Creek Point	301	Wilkes Barre	PA	18702	LUZERNE
Capital CareResources of South Carolina, Inc.	1704 E. Greenville St.		Anderson	SC	29621-7914	ANDERSON

15

Legal Name	Street Address	Suite	City	ST	Zip Code	County
Capital CareResources of South Carolina, Inc.	810 Dutch Square Blvd.	206	Columbia	SC	29210-7318	RICHLAND
Total Care Home Health of North Carolina, Inc.	517 Chesnee Highway	C & D	Gaffney	SC	29341-2709	Cherokee
Capital CareResources of South Carolina, Inc.	430 Roper Mountain Road	E-1	Greenville	SC	29615-4243	GREENVILLE
Total Care Home Health of South Carolina, Inc.		4101 Mayfair Street		Myrtle Beach	SC	29577-5770
Gentiva Certified HealthCare Corp.	4975 Lacross Road	101	North Charleston	SC	29406-6531	CHARLESTON
Total Care Home Health of North Carolina, Inc.	420 South Herlong Ave.	101	Rock Hill	SC	29732-1091	YORK
Capital CareResources of South Carolina, Inc.	10 Accountants Circle, The Commons		Seneca	SC	29678-2670	OCONEE
Capital CareResources of South Carolina, Inc.	110 Garner Road	14	Spartanburg	SC	29303-3155	SPARTANBURG
Total Care Home Health of North Carolina, Inc.	1261 South Duncan Bypass (Mail: PO Box 625, zip 29379-0625)		Union	SC	29379-7218	UNION
Gentiva Certified HealthCare Corp.	951 Eastgate Loop Bldg 5700	100	Chattanooga	TN	37411-4083	HAMILTON
Gentiva Certified HealthCare Corp.	2412 Susannah Street	1	Johnson City	TN	37601-1726	WASHINGTON
Gentiva Certified HealthCare Corp.	2004 American Way	121	Kingsport	TN	37660-5892	SULLIVAN
Gentiva Certified HealthCare Corp.	6223 Highland Place Way		Knoxville	TN	37919-4024	KNOX
Healthfield of Tennessee, Inc.	115 Winwood Dr.	101	Lebanon	TN	37087-1343	WILSON
Healthfield of Tennessee, Inc.	2459 Smithville Highway		Mc Minnville	TN	37110-6571	WARREN
Gentiva Certified HealthCare Corp.	618 Grassmere Park Drive	6	Nashville	TN	37211-3677	DAVIDSON
Gentiva Certified HealthCare Corp.	8122 Sawyer Brown Road	206	Nashville	TN	37221-1423	DAVIDSON
Healthfield of Tennessee, Inc.	695 President Place	200	Smyrna	TN	37167-5681	RUTHERFORD
Healthfield of Tennessee, Inc.	1970 North Jackson Street		Tullahoma	TN	37388-8240	COFFEE
Gentiva Health Services (USA), Inc.	1600 W 38th St	202	Austin	TX	78731	TRAVIS
Gentiva Certified HealthCare Corp.	1600 W 38th St	202	Austin	TX	78731	TRAVIS
Gentiva Health Services (USA), Inc.	1901 Central Dr	105	Bedford	TX	76021	TARRANT
Gentiva Certified HealthCare Corp.	1901 Central Dr	105	Bedford	TX	76021	TARRANT
Gentiva Health Services (USA), Inc.	13700 Veterans Memorial	410	Houston	TX	77014	HARRIS
Gentiva Certified HealthCare Corp.	13700 Veterans Memorial	410	Houston	TX	77014	HARRIS
Gentiva Certified HealthCare Corp.	10100 W. Sam Houston Parkway South	360	Houston	TX	77099	HARRIS
Gentiva Health Services (USA), Inc.	4953 N. O’Connor Blvd.		Irving	TX	75062	DALLAS
Gentiva Certified HealthCare Corp.	1040 North Walnut	D	New Braunfels	TX	78130	COMAL
Gentiva Health Services (USA), Inc.	1040 North Walnut	D	New Braunfels	TX	78130	COMAL
Gentiva Health Services (USA), Inc.	4403 NW Loop 410		San Antonio	TX	78229-5122	BEXAR
Gentiva Certified HealthCare Corp.	4403 NW Loop 410		San Antonio	TX	78229-5122	BEXAR
Gentiva Certified HealthCare Corp.	444 South Main Street	C-8	Cedar City	UT	84720-3442	IRON
Gentiva Certified HealthCare Corp.	2317 N. Hill Field Road	103	Layton	UT	84041	DAVIS
Gentiva Health Services (USA), Inc.	2317 N. Hill Field Road	103	Layton	UT	84041	DAVIS
Gentiva Certified HealthCare Corp.	384 North Main		Nephi	UT	84648	JUAB
Gentiva Certified HealthCare Corp.	204 West 540 North		Orem	UT	84057	UTAH
Gentiva Certified HealthCare Corp.	488 East 6400 South	100	Salt Lake City	UT	84107-7596	SALT LAKE
Gentiva Health Services (USA), Inc.	488 East 6400 South	100	Salt Lake City	UT	84107-7596	SALT LAKE
Gentiva Certified HealthCare Corp.	50 East 100 South	200	St George	UT	84770	WASHINGTON
Gentiva Health Services (USA), Inc.	50 East 100 South	200	St George	UT	84770	WASHINGTON

16

Legal Name	Street Address	Suite	City	ST	Zip Code	County
Gentiva Certified HealthCare Corp.	1097 North Franklin Street		Christiansburg	VA	24073-1421	MONTGOMERY
Gentiva Certified HealthCare Corp.	1928 Thomson Drive		Lynchburg	VA	24501-1009	LYNCHBURG CITY
Gentiva Certified HealthCare Corp.	2601 Willard Road	101	Richmond	VA	23294-3638	HENRICO
Gentiva Certified HealthCare Corp.	5306 Peters Creek Rd., Executive Pk	D	Roanoke	VA	24019-3874	BOTETOURT
Gentiva Certified HealthCare Corp.	230 Clearfield Avenue	106	Virginia Beach	VA	23462-1832	VIRGINIA BEACH C
Gentiva Certified HealthCare Corp.	10940 NE 33rd Place	103	Bellevue	WA	98004-1432	KING
Gentiva Health Services (USA), Inc.	10940 NE 33rd Place	103	Bellevue	WA	98004-1432	KING
Gentiva Certified HealthCare Corp.	4060 Wheaton Way Bldg A	2A	Bremerton	WA	98310	KITSAP
Gentiva Health Services (USA), Inc.	4060 Wheaton Way Bldg A	2A	Bremerton	WA	98310	KITSAP
Gentiva Health Services (USA), Inc.	728 134th SW	203	Everett	WA	98204	SNOHOMISH
Gentiva Certified HealthCare Corp.	728 134th SW	203	Everett	WA	98204	SNOHOMISH
Gentiva Health Services (USA), Inc.	20829 72nd Ave South	125	Kent	WA	98032	KING
Gentiva Certified HealthCare Corp.	20829 72nd Ave South	125	Kent	WA	98032	KING
Gentiva Certified HealthCare Corp.	2913 NE 5th Avenue, 2nd Floor Wynstone Professional Building		Puyallup	WA	98372-6734	PIERCE
Gentiva Health Services (USA), Inc.	2913 NE 5th Avenue, 2nd Floor Wynstone Professional Building		Puyallup	WA	98372-6734	PIERCE
Gentiva Certified HealthCare Corp.	115 NE 100th Street Bldg A	250	Seattle	WA	98125-8099	KING
Gentiva Health Services (USA), Inc.	115 NE 100th Street Bldg A	250	Seattle	WA	98125-8099	KING
Gentiva Certified HealthCare Corp.	9718 N. Morton Court		Spokane	WA	99218-3816	SPOKANE
Gentiva Certified HealthCare Corp.	1908 N Dale Lane		Spokane Valley	WA	99212-2245	SPOKANE
Gentiva Health Services (USA), Inc.	1908 N Dale Lane		Spokane Valley	WA	99212-2245	SPOKANE
Gentiva Health Services (USA), Inc.	4020 South 56th St.	101	Tacoma	WA	98409-2615	PIERCE
Gentiva Certified HealthCare Corp.	4020 South 56th St.	101	Tacoma	WA	98409-2615	PIERCE
Gentiva Certified HealthCare Corp.	204 SE Stonemill Drive	260	Vancouver	WA	98684	CLARK
Gentiva Health Services (USA), Inc.	204 SE Stonemill Drive	260	Vancouver	WA	98684	CLARK
Gentiva Certified HealthCare Corp.	One Main Centre One Main St	330	Racine	WI	53403	RACINE
Gentiva Health Services (USA), Inc.	One Main Centre One Main St	330	Racine	WI	53403	RACINE
Gentiva Certified HealthCare Corp.	10400 W Innovation Dr.	320	Wauwatosa	WI	53226-4840	MILWAUKEE
Gentiva Health Services (USA), Inc.	10400 W Innovation Dr.	320	Wauwatosa	WI	53226-4840	MILWAUKEE
Gentiva Certified HealthCare Corp.	347 A Rural Acres Dr		Beckley	WV	25801-3064	RALEIGH
Gentiva Health Services (USA), Inc.	347 A Rural Acres Dr		Beckley	WV	25801-3064	RALEIGH
Gentiva Certified HealthCare Corp.	513 Cherry Street		Bluefield	WV	24701-3335	MERCER
Gentiva Health Services (USA), Inc.	513 Cherry Street		Bluefield	WV	24701-3335	MERCER
Gentiva Certified HealthCare Corp.	100 Kanawha Blvd West		Charleston	WV	25302-2300	KANAWHA
Gentiva Health Services (USA), Inc.	100 Kanawha Blvd West		Charleston	WV	25302-2300	KANAWHA
Gentiva Health Services (USA), Inc.	5170 US Route 60 E	3400	Huntington	WV	25705-2065	CABELL
Gentiva Certified HealthCare Corp.	5170 US Route 60 E	3400	Huntington	WV	25705-2065	CABELL
Gentiva Certified HealthCare Corp.	133 Rosemar Rd.		Parkersburg	WV	26104-7658	WOOD
Gentiva Health Services (USA), Inc.	133 Rosemar Rd.		Parkersburg	WV	26104-7658	WOOD
Gentiva Certified HealthCare Corp.	800 Broad Street		Summersville	WV	26651-1707	NICHOLAS

17

ATTACHMENT 1 (cont.)

BRANCH LISTING - Hospice
Legal Name	Street Address	Suite	City	ST	Zip Code	County
Wiregrass Hospice, LLC	1213 Cullman Shopping Center SW		Cullman	AL	35055-2859	CULLMAN
Wiregrass Hospice, LLC	2740 Headland Avenue		Dothan	AL	36303-1236	HOUSTON
Wiregrass Hospice, LLC	831 W. Washington St.		Eufaula	AL	36027-1827	BARBOUR
Wiregrass Hospice, LLC	2530 Florence Blvd. Southern Square	B	Florence	AL	35630-6034	LAUDERDALE
Wiregrass Hospice, LLC	2084 Valleydale Road		Hoover	AL	35244-2084	JEFFERSON
Wiregrass Hospice, LLC	303 Williams Avenue SW	116	Huntsville	AL	35801-6001	MADISON
Wiregrass Hospice, LLC	4330 Hwy 78 E.		Jasper	AL	35501	WALKER
Wiregrass Hospice, LLC	4358 Midmost Drive	A	Mobile	AL	36608-5510	MOBILE
Wiregrass Hospice, LLC	2401 Fairlane Drive		Montgomery	AL	36116	MONTGOMERY
Wiregrass Hospice, LLC	1800 Highway 84 West		Opp	AL	36467-3520	COVINGTON
Wiregrass Hospice, LLC	1825 Day Street		Oxford	AL	36203-8026	CALHOUN
Wiregrass Hospice, LLC	3225 Rainbow Drive	256	Rainbow City	AL	35906-5861	ETOWAH
Hospice of the Emerald Coast, Inc.	131 Redstone Ave. Suite 110		Crestview	FL	32536-5355	OKALOOSA
Hospice of the Emerald Coast, Inc.	419A Racetrack Road		Fort Walton Beach	FL	32548-4612	OKALOOSA
Hospice of the Emerald Coast, Inc.	4374 Lafayette Street		Marianna	FL	32446-3356	JACKSON
Hospice of the Emerald Coast, Inc.	2925 Martin Luther King Blvd. Hwy 77 N.		Panama City	FL	32405-4411	BAY
Hospice of the Emerald Coast, Inc.	5401 Corporate Woods Dr.	800	Pensacola	FL	32504-8974	ESCAMBIA
Wiregrass Hospice, LLC	432 East Shotwell St.		Bainbridge	GA	39819-4058	DECATUR
Healthfield Hospice Services, Inc.	911 Duluth Highway	C-2	Lawrenceville	GA	30043-5320	GWINNETT
Healthfield Hospice Services, Inc.	1395 S. Marietta Pkwy.	902	Marietta	GA	30067-7830	COBB
Healthfield Hospice Services, Inc.	10 Bledsoe Road	C	Newnan	GA	30265-1044	COWETA
Healthfield Hospice Services, Inc.	34 Upper Riverdale Road	101	Riverdale	GA	30274-2635	CLAYTON
Healthfield Hospice Services, Inc.	216 Business Center Drive		Stockbridge	GA	30281-9087	Henry
Gilbert’s Hospice Care, LLC	189 Park Creek Dr		Columbus	MS	39705-1308	Lowndes
Gilbert’s Hospice Care of Mississippi, LLC	106 Riverview Drive		Flowood	MS	39232-8908	Rankin
Gilbert’s Hospice Care, LLC	2633 Lawndale Dr		Tupelo	MS	38801-6709	LEE
Wiregrass Hospice of South Carolina, LLC	534 Saint Andrews	B	Columbia	SC	29210-4517	RICHLAND
Wiregrass Hospice of South Carolina, LLC	430 Roper Mountain Road	E	Greenville	SC	29615-4243	GREENVILLE
Wiregrass Hospice of South Carolina, LLC	430 Roper Mountain Road		Greenville	SC	29615-4243	GREENVILLE
Wiregrass Hospice of South Carolina, LLC	676 Wando Park Blvd.		Mt Pleasant	SC	29464-7936	CHARLESTON
Wiregrass Hospice of South Carolina, LLC	3870 Leeds Avenue	101	North Charleston	SC	29405-7493	CHARLESTON

18

EX-10.2

Exhibit 10.2

Execution Version

[Published CUSIP Number:             ]

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 CAPITAL MARKETS, INC.,

BARCLAYS CAPITAL

and

SUNTRUST ROBINSON HUMPHREY, INC.,

as Joint Lead Arrangers and Joint Book Managers,

GENERAL ELECTRIC CAPITAL CORPORATION,

as Syndication Agent,

and

BARCLAYS BANK PLC,

SUNTRUST BANK

and

FIFTH THIRD BANK

as Co-Documentation Agents

TABLE OF CONTENTS

Section		Page
	ARTICLE I
	DEFINITIONS AND ACCOUNTING TERMS
1.01.	Defined Terms		1
1.02.	Other Interpretive Provisions		29
1.03.	Accounting Terms		30
1.04.	Rounding		30
1.05.	Times of Day		30
1.06.	Letter of Credit Amounts		30
	ARTICLE II
	THE COMMITMENTS AND CREDIT EXTENSIONS
2.01.	The Loans		31
2.02.	Borrowings, Conversions and Continuations of Loans		31
2.03.	Letters of Credit; The Letter of Credit Commitment		33
2.04.	Swing Line Loans		39
2.05.	Prepayments		41
2.06.	Termination or Reduction of Commitments		44
2.07.	Repayment of Loans		44
2.08.	Interest		45
2.09.	Fees		45
2.10.	Computation of Interest and Fees		46
2.11.	Evidence of Debt		46
2.12.	Payments Generally; Administrative Agent’s Clawback		46
2.13.	Sharing of Payments by Lenders		48
2.14.	Increase in Commitments		48
2.15.	Cash Collateral		50
2.16.	Defaulting Lenders		51
	ARTICLE III
	TAXES, YIELD PROTECTION AND ILLEGALITY
3.01.	Taxes		52
3.02.	Illegality		55
3.03.	Inability to Determine Rates		55
3.04.	Increased Costs; Reserves on Eurodollar Rate Loans		55
3.05.	Compensation for Losses		57
3.06.	Mitigation Obligations; Replacement of Lenders		57
3.07.	Survival		57
	ARTICLE IV
	CONDITIONS PRECEDENT TO CREDIT EXTENSIONS
4.01.	Conditions of Initial Credit Extension		58
4.02.	Conditions to All Credit Extensions		62

-i-

	ARTICLE V
	REPRESENTATIONS AND WARRANTIES
5.01.	Existence, Qualification and Power	63
5.02.	Authorization; No Contravention	63
5.03.	Governmental Authorization; Other Consents	64
5.04.	Binding Effect	64
5.05.	Financial Statements; No Material Adverse Effect	64
5.06.	Litigation	65
5.07.	No Default	65
5.08.	Ownership of Property; Liens; Investments	65
5.09.	Environmental Compliance	66
5.10.	Insurance	66
5.11.	Taxes	66
5.12.	ERISA Compliance	67
5.13.	Subsidiaries; Equity Interests; Loan Parties	67
5.14.	Margin Regulations; Investment Company Act	67
5.15.	Disclosure	68
5.16.	Compliance with Laws	68
5.17.	Intellectual Property; Licenses, Etc.	68
5.18.	Solvency	68
5.19.	Casualty, Etc.	68
5.20.	Labor Matters	68
5.21.	Collateral Documents	69
5.22.	Reportable Transactions	69
5.23.	Regulation H	69
5.24.	Use of Proceeds	69
5.25.	Senior Debt	69
5.26.	Compliance with Health Care Laws	69
5.27.	HIPAA Compliance	70
	ARTICLE VI
	AFFIRMATIVE COVENANTS
6.01.	Financial Statements	71
6.02.	Certificates; Other Information	72
6.03.	Notices	74
6.04.	Payment of Obligations	74
6.05.	Preservation of Existence, Etc.	74
6.06.	Maintenance of Properties	74
6.07.	Maintenance of Insurance	75
6.08.	Compliance with Health Care Laws	75
6.09.	Books and Records	75
6.10.	Inspection Rights	75
6.11.	Use of Proceeds	76
6.12.	Covenant to Guarantee Obligations and Give Security	76
6.13.	Compliance with Environmental Laws	78
6.14.	Further Assurances	79
6.15.	Compliance with Terms of Leaseholds	79
6.16.	Interest Rate Hedging	79
6.17.	Lien Searches	79
6.18.	Material Contracts	79
6.19.	Designation as Senior Debt	79
6.20.	Maintenance of Debt Ratings	79
6.21	Post Closing Covenants	80

-ii-

	ARTICLE VII
	NEGATIVE COVENANTS
7.01.	Liens	80
7.02.	Indebtedness	82
7.03.	Investments	84
7.04.	Fundamental Changes	86
7.05.	Dispositions	87
7.06.	Restricted Payments	87
7.07.	Change in Nature of Business	88
7.08.	Transactions with Affiliates	89
7.09.	Burdensome Agreements	89
7.10.	Use of Proceeds	90
7.11.	Financial Covenants	90
7.12.	Capital Expenditures	90
7.13.	Amendments of Organization Documents	90
7.14.	Accounting Changes	90
7.15.	Prepayments, Etc. of Indebtedness	91
7.16.	Amendment, Etc. of Related Documents and Indebtedness	91
7.17.	Negative Pledge Clauses	91
7.18.	HIPAA Business Associate Agreement	91
	ARTICLE VIII
	EVENTS OF DEFAULT AND REMEDIES
8.01.	Events of Default	91
8.02.	Remedies upon Event of Default	93
8.03.	Application of Funds	94
	ARTICLE IX
	ADMINISTRATIVE AGENT
9.01.	Appointment and Authority	95
9.02.	Rights as a Lender	95
9.03.	Exculpatory Provisions	95
9.04.	Reliance by Administrative Agent	96
9.05.	Delegation of Duties	96
9.06.	Resignation of Administrative Agent	96
9.07.	Non-Reliance on Administrative Agent and Other Lenders	97
9.08.	No Other Duties, Etc.	97
9.09.	Administrative Agent May File Proofs of Claim	97
9.10.	Collateral and Guaranty Matters	98
9.11.	Secured Cash Management Agreements and Secured Hedge Agreements	98
	ARTICLE X
	MISCELLANEOUS
10.01.	Amendments, Etc.	99
10.02.	Notices; Effectiveness; Electronic Communications	100
10.03.	No Waiver; Cumulative Remedies; Enforcement	102
10.04.	Expenses; Indemnity; Damage Waiver	102
10.05.	Payments Set Aside	104
10.06.	Successors and Assigns	104
10.07.	Treatment of Certain Information; Confidentiality	107
10.08.	Right of Setoff	108
10.09.	Interest Rate Limitation	108

-iii-

10.10.	Counterparts; Integration; Effectiveness	108
10.11.	Survival of Representations and Warranties	109
10.12.	Severability	109
10.13.	Replacement of Lenders	109
10.14.	Governing Law; Jurisdiction; Etc.	109
10.15.	WAIVER OF JURY TRIAL	110
10.16.	No Advisory or Fiduciary Responsibility	110
10.17.	Electronic Execution of Assignments and Certain Other Documents	111
10.18.	USA PATRIOT Act	111
10.19.	Time of the Essence	111
10.20.	ENTIRE AGREEMENT	111

-iv-

SCHEDULES

2.01	Commitments and Applicable Percentages
2.03	Existing Letters of Credit
4.01(a)	Mortgaged Properties
5.05	Supplement to Interim Financial Statements
5.06	Litigation
5.08(b)	Existing Liens
5.08(c)	Owned Real Property
5.08(d)(i)	Leased Real Property (Lessee)
5.08(d)(ii)	Leased Real Property (Lessor)
5.08(e)	Existing Investments
5.11	Taxes
5.12(d)	Pension Plans
5.13	Subsidiaries and Other Equity Investments; Loan Parties
5.16	Compliance with Laws
5.17	Intellectual Property Matters
5.20	Labor Matters
5.26(b)	Health Care Permits
5.26(c)	Program Participation Agreements
5.26(d)	Excluded Entities
5.26(e)	Corporate Integrity Agreements, Settlement Agreements, Plans of Correction, etc.
6.11	Refinancing Indebtedness
6.12	Guarantors
6.21	Post Closing Covenants
7.02	Existing Indebtedness
7.04(g)	Fundamental Changes - Subsidiaries
7.05	Permitted Disposition Entities
7.09	Restrictions
10.02	Administrative Agent’s Office, Certain Addresses for Notices

EXHIBITS

Form of
A	Committed Loan Notice
B	Swing Line Loan Notice
C-1	Term Note
C-2	Revolving Credit Note
D	Compliance Certificate
E-1	Assignment and Assumption
E-2	Administrative Questionnaire
F	Guaranty
G	Security Agreement
H-1	Perfection Certificate
H-2	Perfection Certificate Supplement
H-3	Mortgage
I-1	Opinion Matters - Counsel to Loan Parties
I-2	Opinion Matters - Local Counsel to Loan Parties
J	Solvency Certificate
K	HIPAA Business Associate Agreement

-v-

CREDIT AGREEMENT

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.

PRELIMINARY STATEMENTS:

GTO Acquisition Corp., a Delaware corporation and a direct wholly-owned subsidiary of the Borrower (the “Merger Sub”), was organized by the Borrower to acquire control of Odyssey HealthCare, Inc., a Delaware corporation (the “Acquired Business”).

Pursuant to the Agreement and Plan of Merger dated May 23, 2010 (the “Merger Agreement”) among the Borrower, the Merger Sub and the Acquired Business, the Borrower and the Merger Sub have agreed to consummate a merger (the “Merger”) with the Acquired Business in which the Merger Sub shall be merged with and into the Acquired Business with the Acquired Business surviving such merger as a wholly-owned subsidiary of the Borrower (the “Surviving Corporation”).

The proceeds of the borrowings hereunder will be used to fund a portion of the Transaction and provide ongoing working capital and for other general corporate purposes of the Borrower and its Subsidiaries.

In furtherance of the foregoing, the Borrower has requested that the lenders provide a term A loan facility in the amount of $200,000,000, a term B loan facility in the amount of $550,000,000 and a revolving credit facility in the amount of $125,000,000, and the Lenders have indicated their willingness to lend and the L/C Issuer has indicated its willingness to issue letters of credit, in each case, on the terms and subject to the conditions set forth herein.

In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:

ARTICLE I

DEFINITIONS AND ACCOUNTING TERMS

1.01. Defined Terms. As used in this Agreement, the following terms shall have the meanings set forth below:

“Accepting Term B Lender” has the meaning specified in Section 2.05(b)(x).

“Acquired Business” has the meaning specified in the Preliminary Statements.

“Additional Commitments Effective Date” has the meaning specified in Section 2.14(b).

“Additional Lender” has the meaning specified in Section 2.14(b).

“Additional Revolving Credit Commitments” means the commitments of the Additional Revolving Credit Lenders to make Additional Revolving Credit Loans pursuant to Section 2.14.

“Additional Revolving Credit Lenders” means the Lenders providing the Additional Revolving Credit Commitments.

“Additional Revolving Credit Loans” means any loans made in respect of any Additional Revolving Credit Commitments that shall have been added pursuant to Section 2.14.

“Additional Term B Commitments” means the commitments of the Additional Term B Lenders to make Additional Term B Loans pursuant to Section 2.14.

“Additional Term B Lenders” means the Lenders providing the Additional Term B Loans.

“Additional Term B Loans” means any loans made in respect of any Additional Term B Commitments that shall have been added pursuant to Section 2.14.

“Administrative Agent” means Bank of America in its capacity as administrative agent under any of the Loan Documents, or any successor administrative agent.

“Administrative Agent’s Office” means the Administrative Agent’s address and, as appropriate, account as set forth on Schedule 10.02, or such other address or account as the Administrative Agent may from time to time notify to the Borrower and the Lenders.

“Administrative Questionnaire” means an Administrative Questionnaire in substantially the form of Exhibit E-2 or any other form approved by the Administrative Agent.

“Affiliate” means, with respect to any Person, another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified.

“Agents” means the Administrative Agent, the Collateral Agent (as defined in the Security Agreement), the Syndication Agents and the Co-Documentation Agents; and “Agent” shall mean any of them.

“Aggregate Commitments” means the Commitments of all the Lenders.

“Agreement” has the meaning specified in the introductory paragraph hereto.

“Applicable Percentage” means (a) in respect of the Term A Facility, with respect to any Term A Lender at any time, the percentage (carried out to the ninth decimal place) of the Term A Facility represented by (i) on or prior to the Closing Date such Term A Lender’s Term A Commitment at such time, and (ii) thereafter, the principal amount of such Term A Lender’s Term A Loans at such time, (b) in respect of the Term B Facility, with respect to any Term B Lender at any time, the percentage (carried out to the ninth decimal place) of the Term B Facility represented by (i) on or prior to the Closing Date, such Term B Lender’s Term B Commitment at such time, subject to adjustment as provided in Section 2.16, and (ii) thereafter, the principal amount of such Term B Lenders Term B Loans at such time and (c) in respect of the Revolving Credit Facility, with respect to any Revolving Credit Lender at any time, the percentage (carried out to the ninth decimal place) of the Revolving Credit Facility represented by such Revolving Credit Lender’s Revolving Credit Commitment at such time, subject to adjustment as provided in Section 2.16. If the commitment of each Revolving Credit Lender to make Revolving Credit Loans and the obligation of the L/C Issuer to make L/C Credit Extensions have been terminated pursuant to Section 8.02, or if the Revolving Credit Commitments have expired, then the Applicable Percentage of each Revolving Credit Lender in respect of the Revolving Credit Facility shall be determined based on the Applicable Percentage of such Revolving Credit Lender in respect of the Revolving Credit Facility most recently in effect, giving effect to any subsequent assignments. The initial Applicable Percentage of each Lender in respect of each Facility is set forth opposite the name of such Lender on Schedule 2.01 or in the Assignment and Assumption pursuant to which such Lender becomes a party hereto, as applicable.

“Applicable Rate” means (a) in respect of the Term B Facility, 4.00% per annum for Base Rate Loans and 5.00% per annum for Eurodollar Rate Loans, and (b) in respect of the Term A Facility and the Revolving Credit Facility (i) from the Closing Date until the date on which the Administrative Agent receives a Compliance Certificate pursuant to Section 6.02(b) for the fiscal year ending January 2, 2011, 4.00% per annum for Base Rate Loans and 5.00% per annum for Eurodollar Rate Loans and Letter of Credit Fees and (ii) thereafter, the applicable percentage per annum set forth below determined by reference to the Consolidated Leverage Ratio as set forth in the most recent Compliance Certificate received by the Administrative Agent pursuant to Section 6.02(b):

Applicable Rate

Pricing Level	Consolidated Leverage Ratio	Eurodollar Rate and Letter of Credit Fees			Base Rate
1	> 3.0:1		5.00	%		4.00	%
2	> 2.0:1 but <3.0:1		4.50	%		3.50	%
3	<2.0:1		4.00	%		3.00	%

2

Any increase or decrease in the Applicable Rate resulting from a change in the Consolidated Leverage Ratio shall become effective as of the first Business Day immediately following the date a Compliance Certificate is delivered pursuant to Section 6.02(b); provided, however, that if a Compliance Certificate is not delivered when due in accordance with such section, then Pricing Level 1 shall apply with respect to the Term A Facility and the Revolving Credit Facility, in each case as of the first Business Day after the date on which such Compliance Certificate was required to have been delivered and shall remain in effect until the date on which such Compliance Certificate is delivered.

If at a time when this Agreement is in effect and unpaid Obligations under this Agreement are outstanding (other than Obligations under any (i) Secured Hedge Agreement, (ii) treasury, depositary, credit or debit card, purchase card and cash management services or in connection with any automated clearinghouse transfer of funds, and (iii) indemnities and other contingent obligations not yet due and payable), as a result of any restatement of or other adjustment to the financial statements of Borrower or for any other reason, Borrower or the Lenders determine that (i) the Consolidated Leverage Ratio as calculated by Borrower as of any applicable date was inaccurate and (ii) a proper calculation of the Consolidated Leverage Ratio would have resulted in higher pricing for such period, Borrower shall immediately and retroactively be obligated to pay to Administrative Agent for the account of the applicable Lenders or L/C Issuer, as the case may be, promptly on demand by Administrative Agent (or, after the occurrence of any Event of Default described in Section 8.01(f) or 8.01(g), automatically and without further action by Administrative Agent, any Lender or L/C Issuer), an amount equal to the excess of the amount of interest and fees that should have been paid for such period over the amount of interest and fees actually paid for such period; provided that non-payment as a result of such inaccuracy shall not in any event be deemed retroactively to be an Event of Default pursuant to Section 8.01(a), and such amount payable shall be calculated without giving effect to any additional interest payable on amounts under Section 2.08(b) if paid promptly on demand.

“Applicable Revolving Credit Percentage” means with respect to any Revolving Credit Lender at any time, such Revolving Credit Lender’s Applicable Percentage in respect of the Revolving Credit Facility at such time.

“Appropriate Lender” means, at any time, (a) with respect to any of the Term A Facility, the Term B Facility or the Revolving Credit Facility, a Lender that has a Commitment with respect to such Facility or holds a Term A Loan, a Term B Loan or a Revolving Credit Loan, respectively, at such time, (b) with respect to the Letter of Credit Sublimit, (i) the L/C Issuer and (ii) if any Letters of Credit have been issued pursuant to Section 2.03(a), the Revolving Credit Lenders and (c) with respect to the Swing Line Sublimit, (i) the Swing Line Lender and (ii) if any Swing Line Loans are outstanding pursuant to Section 2.04(a), the Revolving Credit Lenders.

“Approved Captive Insurance Subsidiary” means Gentiva Insurance Corporation, a New York insurance company, and any other captive insurance subsidiary formed by the Borrower and approved by the Administrative Agent pursuant to Section 6.12(e).

“Approved Fund” means any Fund that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers or manages a Lender; provided that neither the Borrower nor any of its Affiliates shall be an Approved Fund.

“Arrangers” means Banc of America Securities LLC, GE Capital Markets, Inc., Barclays Capital and SunTrust Robinson Humphrey, Inc. in their capacity as joint lead arrangers and joint bookrunning managers.

“Assessments” has the meaning specified in Section 5.27(a).

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“Assignee Group” means two or more Eligible Assignees that are Affiliates of one another or two or more Approved Funds managed by the same investment advisor.

“Assignment and Assumption” means an assignment and assumption entered into by a Lender and an Eligible Assignee (with the consent of any party whose consent is required by Section 10.06(b)), and accepted by the Administrative Agent, in substantially the form of Exhibit E-1 or any other form approved by the Administrative Agent.

“Attributable Indebtedness” means, on any date, (a) in respect of any Capitalized Lease of any Person, the capitalized amount thereof that would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP, (b) in respect of any Synthetic Lease Obligation, the capitalized amount of the remaining lease or similar payments under the relevant lease or other applicable agreement or instrument that would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP if such lease or other agreement or instrument were accounted for as a Capitalized Lease and (c) all Synthetic Debt of such Person.

“Audited Financial Statements” means, as applicable, (a) the Borrower’s audited consolidated balance sheet as of January 3, 2010 and the related consolidated statements of income or operations, shareholders’ equity and cash flows, including the notes thereto, each for the three fiscal years ended December 30, 2007, December 28, 2008 and January 3, 2010 and (b) the Acquired Business’ audited consolidated balance sheet as of December 31, 2009 and the related consolidated statements of income or operations, shareholders’ equity and cash flows, including the notes thereto, each for the three fiscal years ended December 31, 2007, December 31, 2008 and December 31, 2009.

“Availability Period” means the period from and including the Closing Date to the earliest of (i) the Maturity Date for the Revolving Credit Facility, (ii) the date of termination of the Revolving Credit Commitments pursuant to Section 2.06, and (iii) the date of termination of the commitment of each Revolving Credit Lender to make Revolving Credit Loans and of the obligation of the L/C Issuer to make L/C Credit Extensions pursuant to Section 8.02.

“Available Amount” means, at any time, the sum of:

(i) the cumulative portion of Excess Cash Flow for each fiscal year of the Borrower, commencing with the fiscal year ending December 31, 2011, that is not required to be applied to prepay or repay Loans pursuant to Section 2.05(b)(i); plus

(ii) the portion of the Net Cash Proceeds from any sale of Equity Interests of the Borrower (or contributions to the capital of the Borrower) that is not required to be applied to prepay Loans pursuant to Section 2.05(b)(iii); minus

(iii) the aggregate amount of Restricted Payments made in reliance on Section 7.06(d); minus

(iv) the aggregate amount of Investments made in reliance on Section 7.03(k) (net of any cash return to the Borrower and its Subsidiaries in respect of such Investments); minus

(v) the aggregate amount of Indebtedness prepaid in reliance on Section 7.15(d);

For the avoidance of doubt, any unused Available Amount in any fiscal year shall be rolled forward to the next succeeding fiscal year.

“Bank of America” means Bank of America, N.A. and its successors.

“Base Rate” means for any day a fluctuating rate per annum equal to the highest of (a) the Federal Funds Rate plus 1/2 of 1%, (b) the rate of interest in effect for such day as publicly announced from time to time by Bank of America as its “prime rate,” and (c) the Eurodollar Rate plus 1.00%. The “prime rate” is a rate set by Bank of America based upon various factors including Bank of America’s costs and desired return, general economic conditions

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and other factors, and is used as a reference point for pricing some loans, which may be priced at, above, or below such announced rate. Any change in such prime rate announced by Bank of America shall take effect at the opening of business on the day specified in the public announcement of such change. Notwithstanding the foregoing, the Base Rate shall not be deemed to be less than 2.75% with respect to the Term Loans.

“Base Rate Loan” means a Revolving Credit Loan, a Term A Loan or a Term B Loan that bears interest based on the Base Rate.

“Borrower” has the meaning specified in the introductory paragraph hereto.

“Borrower Materials” has the meaning specified in Section 6.02.

“Borrowing” means a Revolving Credit Borrowing, a Swing Line Borrowing, a Term A Borrowing or a Term B Borrowing, as the context may require.

“Business Day” means any day other than a Saturday, Sunday or other day on which commercial banks are authorized to close under the Laws of, or are in fact closed in, the state where the Administrative Agent’s Office is located and, if such day relates to any Eurodollar Rate Loan, means any such day that is also a London Banking Day.

“Capital Expenditures” means, with respect to any Person for any period, the aggregate of all expenditures by such Person for the acquisition or leasing (pursuant to a Capitalized Lease) of fixed or capital assets or additions to equipment (including replacements, capitalized repairs and improvements during such period) which are required to be capitalized under GAAP on a balance sheet of such Person. For purposes of this definition, the purchase price of equipment that is purchased simultaneously with the trade-in of existing equipment or with insurance proceeds shall be included in Capital Expenditures only to the extent of the gross amount by which such purchase price exceeds the credit granted by the seller of such equipment for the equipment being traded in at such time or the amount of such insurance proceeds, as the case may be.

“Capitalized Leases” means all leases that have been or should be, in accordance with GAAP, recorded as capitalized leases.

“Cash Collateralize” means to pledge and deposit with or deliver to the Administrative Agent, for the benefit of the Administrative Agent, L/C Issuer or Swing Line Lender (as applicable) and the Lenders, as collateral for L/C Obligations, Obligations in respect of Swing Line Loans, or obligations of Lenders to fund participations in respect of either thereof (as the context may require), cash or deposit account balances or, if the L/C Issuer or Swing Line Lender benefiting from such collateral shall agree in its sole discretion, other credit support, in each case pursuant to documentation in form and substance reasonably satisfactory to (a) the Administrative Agent and (b) the L/C Issuer or the Swing Line Lender (as applicable). “Cash Collateral” shall have a meaning correlative to the foregoing and shall include the proceeds of such cash collateral and other credit support.

“Cash Equivalents” means any of the following types of Investments, to the extent owned by the Borrower or any of its Subsidiaries free and clear of all Liens (other than Liens created under the Collateral Documents and other Liens permitted hereunder):

(a) readily marketable obligations issued or directly and fully guaranteed or insured by the United States of America or any agency or instrumentality thereof having maturities of not more than 365 days from the date of acquisition thereof; provided that the full faith and credit of the United States of America is pledged in support thereof;

(b) time deposits with, or insured certificates of deposit or bankers’ acceptances of, any commercial bank that (i) (A) is a Lender or (B) is organized under the laws of the United States of America, any state thereof or the District of Columbia or is the principal banking subsidiary of a bank holding company organized under the laws of the United States of America, any state thereof or the District of Columbia, and is a member of the Federal Reserve System, (ii) issues (or the parent of which issues) commercial paper rated as described in clause (c) of this definition and (iii) has combined capital and surplus of at least $500,000,000, in each case with maturities of not more than 365 days from the date of acquisition thereof;

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(c) commercial paper issued by any Person organized under the laws of any state of the United States of America and rated at least “Prime-1” (or the then equivalent grade) by Moody’s or at least “A-1” (or the then equivalent grade) by S&P, in each case with maturities of not more than three months from the date of acquisition thereof;

(d) Investments, classified in accordance with GAAP as current assets of the Borrower or any of its Subsidiaries, in money market investment programs registered under the Investment Company Act of 1940, which are administered by financial institutions that have the highest rating obtainable from either Moody’s or S&P, and 95% of the portfolios of which are limited solely to Investments of the character, quality and maturity described in clauses (a), (b) and (c) of this definition;

(e) repurchase obligations of any Lender or any commercial bank satisfying the requirements of clause (b) of this definition, having a term of not more than 30 days with respect to securities of the types described in clauses (a) and (b) above;

(f) securities with maturities of three months or less from the date of acquisition issued or fully guaranteed by any state, commonwealth or territory of the United States, by any political subdivision or taxing authority of any such state, commonwealth or territory or by any foreign government, the securities of which state, commonwealth, territory, political subdivision , taxing authority or foreign government (as the case may be) are rated at least A-1 by S&P or P-1 by Moody’s; and

(g) securities with maturities of three months or less from the date of acquisition backed by standby letters of credit issued by any Lender or any commercial bank satisfying the requirements of clause (b) of this definition.

“Cash Management Agreement” means any agreement to provide cash management services, including treasury, depository, overdraft, credit or debit card, electronic funds transfer and other cash management arrangements.

“Cash Management Bank” means any Person that, at the time it enters into a Cash Management Agreement (or, on the Closing Date with respect to a Cash Management Agreement in effect prior to the Closing Date and continuing in effect thereafter), is a Lender or an Affiliate of a Lender, in its capacity as a party to such Cash Management Agreement.

“Casualty Event” shall mean any involuntary loss of title, any involuntary loss of, damage to or any destruction of, or any condemnation or other taking (including by any Governmental Authority) of, any property of Borrower or any of its Subsidiaries. “Casualty Event” shall include but not be limited to any taking of all or any part of any real property of any person or any part thereof, in or by condemnation or other eminent domain proceedings pursuant to any Laws, or by reason of the temporary requisition of the use or occupancy of all or any part of any real property of any person or any part thereof by any Governmental Authority, civil or military, or any settlement in lieu thereof.

“CERCLA” means the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended.

“CERCLIS” means the Comprehensive Environmental Response, Compensation and Liability Information System maintained by the U.S. Environmental Protection Agency.

“CFC” means a Person that is a controlled foreign corporation under Section 957 of the Code.

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“Change in Law” means the occurrence, after the date of this Agreement, of any of the following: (a) the adoption or taking effect of any law, rule, regulation or treaty, (b) any change in any law, rule, regulation or treaty or in the administration, interpretation or application thereof by any Governmental Authority or (c) the making or issuance of any request, guideline or directive (whether or not having the force of law) by any Governmental Authority.

“Change of Control” means an event or series of events by which:

(a) any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, but excluding any employee benefit plan of such person or its subsidiaries, and any person or entity acting in its capacity as trustee, agent or other fiduciary or administrator of any such plan) becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Securities Exchange Act of 1934, except that a person or group shall be deemed to have “beneficial ownership” of all securities that such person or group has the right to acquire, whether such right is exercisable immediately or only after the passage of time (such right, an “option right”)), directly or indirectly, of 35% or more of the equity securities of the Borrower entitled to vote for members of the board of directors or equivalent governing body of the Borrower on a fully-diluted basis (and taking into account all such securities that such “person” or “group” has the right to acquire pursuant to any option right); or

(b) during any period of 24 consecutive months, a majority of the members of the board of directors or other equivalent governing body of the Borrower cease to be composed of individuals (i) who were members of that board or equivalent governing body on the first day of such period, (ii) whose election or nomination to that board or equivalent governing body was approved by individuals referred to in clause (i) above constituting at the time of such election or nomination at least a majority of that board or equivalent governing body or (iii) whose election or nomination to that board or other equivalent governing body was approved by individuals referred to in clauses (i) and (ii) above constituting at the time of such election or nomination at least a majority of that board or equivalent governing body (excluding, in the case of both clause (ii) and clause (iii), any individual whose initial nomination for, or assumption of office as, a member of that board or equivalent governing body occurs as a result of an actual or threatened solicitation of proxies or consents for the election or removal of one or more directors by any person or group other than a solicitation for the election of one or more directors by or on behalf of the board of directors); or

(c) a “change of control” or any comparable term under, and as defined in, the Senior Notes Documents or other Indebtedness exceeding the Threshold Amount shall have occurred.

“Closing Date” means the first date all the conditions precedent in Section 4.01 are satisfied or waived in accordance with Section 10.01.

“Code” means the Internal Revenue Code of 1986, as amended from time to time, and rules and regulations related thereto.

“Co-Documentation Agents” means Barclays Bank PLC, SunTrust Bank and Fifth Third Bank, in their capacity as co-documentation agents.

“Collateral” means all of the “Collateral” and “Mortgaged Property” referred to in the Collateral Documents and all of the other property that is or is intended under the terms of the Collateral Documents to be subject to Liens in favor of the Administrative Agent for the benefit of the Secured Parties.

“Collateral Documents” means, collectively, the Security Agreement, the Intellectual Property Security Agreement, the Mortgages, each of the mortgages, collateral assignments, Security Agreement Supplements, IP Security Agreement Supplements, security agreements, pledge agreements or other similar agreements delivered to the Administrative Agent pursuant to Section 6.12 or 6.15, and each of the other agreements, instruments or documents that creates or purports to create a Lien in favor of the Administrative Agent for the benefit of the Secured Parties.

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“Combined Material Adverse Effect” means any event, circumstance, change or effect that, individually or in the aggregate, (i) is materially adverse to the business, financial condition or results of operations of the Borrower, its Subsidiaries, and the Acquired Business, taken as a whole, or (ii) would prevent or materially impair the ability of the Borrower and the Acquired Business, taken as a whole, to consummate the Transaction or otherwise prevent the Borrower and the Acquired Business, taken as a whole, from performing their respective obligations under the Merger Agreement (other than, with respect to this clause (ii) only, as a result of the inability of the Borrower to obtain financing under the Commitment Letter); provided, however, that in no event shall any of the following, alone or in combination, be deemed to constitute, nor shall any of the following be taken into account in determining whether there has been or would reasonably be expected to be, a Combined Material Adverse Effect (except, in the case of clauses (A)(1), (A)(2), (A)(3) or (A)(4) below, to the extent any of the matters referred to therein has had or would reasonably be expected to have a disproportionately adverse effect on the Borrower, its Subsidiaries, and the Acquired Business, taken as a whole, as compared to other for-profit and comparable or similar companies operating in the industries in which the Borrower, its Subsidiaries, and the Acquired Business operate, after taking into account the size of the Borrower and the Acquired Business, taken as a whole, relative to such other for-profit companies): (A) any event, circumstance, change or effect resulting from or relating to (1) a change in general economic, political or financial market conditions, including interest or exchange rates, (2) a change generally affecting the industries in which the Borrower, its Subsidiaries, and the Acquired Business operate (including seasonal fluctuations) or general economic conditions that generally affect the industries in which the Borrower, its Subsidiaries, and the Acquired Business operate, (3) any change in accounting requirements or principles required by GAAP (or any interpretations thereof) or required by any change in applicable Laws (as such term is defined in the Merger Agreement) (or any interpretations thereof), (4) any adoption, implementation, promulgation, repeal, modification, reinterpretation or proposal of any Law after the date hereof, (5) any Action (as such term is defined in the Merger Agreement), investigation review or examination undertaken by a Governmental Authority (as such term is defined in the Merger Agreement), or any sanction, fine, operating restriction or other similar penalty arising as a result thereof, with respect to the healthcare business operated by the Borrower, its Subsidiaries or Hospice (as such term is defined in the Merger Agreement) (a “Regulatory Condition”), that is currently pending or arises after May 23, 2010, in each case to the extent such Regulatory Condition is consistent in nature, scope and impact on the Borrower, its Subsidiaries, and the Acquired Business, taken as a whole, with Regulatory Conditions arising and fully resolved from time to time in the conduct of the business of the Borrower, its Subsidiaries, and the Acquired Business on or before December 31, 2009, (6) any acts of terrorism or war or any weather-related event, fire or natural disaster or any escalation thereof, (7) the announcement of the execution of the Merger Agreement or the pendency or consummation of the Transaction, including any Actions, challenges or investigations to the extent relating to the Merger Agreement or the Transaction made or brought by any of the current or former stockholders of the Borrower or the Acquired Business (on their own behalf or on behalf of the Borrower or the Acquired Business), (8) the identity of the Borrower or any of its affiliates as the acquiror of the Acquired Business or any facts or circumstances concerning the Borrower or any of its affiliates, or (9) compliance with the terms of, the taking of any action required or the failure to take any action prohibited by, the Merger Agreement or the taking of any action consented to or requested by the Borrower or (B) any failure by the Acquired Business to meet internal or published projections, forecasts, performance measures, operating statistics or revenue or earnings predictions for any period or a decline in the price or trading volume of the Acquired Business Common Stock (as such term is defined in the Merger Agreement) (provided that, except as otherwise provided in this definition, the underlying causes of such failure or decline may be taken into account in determining whether there is a Combined Material Adverse Effect).

“Commitment” means a Term A Commitment, a Term B Commitment or a Revolving Credit Commitment, as the context may require.

“Commitment Letter” means the commitment letter agreement, dated May 23, 2010, among the Borrower, the Administrative Agent, the Arrangers, the other Agents, Barclays Bank PLC and Banc of America Bridge LLC.

“Committed Loan Notice” means a notice of (a) a Term Borrowing, (b) a Revolving Credit Borrowing, (c) a conversion of Loans from one Type to the other, or (d) a continuation of Eurodollar Rate Loans, pursuant to Section 2.02(a), which, if in writing, shall be substantially in the form of Exhibit A.

“Compliance Certificate” means a certificate substantially in the form of Exhibit D.

“Consolidated Current Assets” means, at any date, all amounts (other than cash and Cash Equivalents) that would, in conformity with GAAP, be set forth opposite the caption “total current assets” (or any like caption) on a consolidated balance sheet of the Borrower and its Subsidiaries at such date.

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“Consolidated Current Liabilities” means, at any date, all amounts that would, in conformity with GAAP, be set forth opposite the caption “total current liabilities” (or any like caption) on a consolidated balance sheet of the Borrower and its Subsidiaries at such date, but excluding (a) the current portion of any Consolidated Funded Indebtedness of the Borrower and its Subsidiaries and (b) without duplication of clause (a) above, all Indebtedness consisting of Revolving Credit Loans or Swing Line Loans to the extent otherwise included therein.

“Consolidated EBITDA” means, at any date of determination, an amount equal to Consolidated Net Income of the Borrower and its Subsidiaries on a consolidated basis for the most recently completed Measurement Period plus (a) the following to the extent deducted in calculating such Consolidated Net Income and without duplication: (i) Consolidated Interest Charges, (ii) the provision for Federal, state, local and foreign income taxes, (iii) depreciation and amortization expense, (iv) extraordinary, unusual or non-recurring charges or losses reducing such Consolidated Net Income related solely to the settlement of litigation existing on the Closing Date with respect to the Acquired Business in an aggregate amount not to exceed $15,000,000 in any Measurement Period, (v) other extraordinary, unusual or nonrecurring cash charges reducing Consolidated Net Income in an aggregate amount not to exceed $10,000,000 in any fiscal year, (vi) any other non-cash charges or losses, including equity based compensation expense, to the extent actually reimbursed, (vii) expenses incurred to the extent covered by indemnification provisions in any agreement in connection with a Permitted Acquisition and only to the extent such amount is in fact reimbursed within 30 days of such notice, (viii) to the extent covered by insurance under which the insurer has been properly notified and has not denied or contested coverage, expenses with respect to liability or casualty events or business interruption and only to the extent such account is in fact reimbursed within 30 days of such notice, (ix) to the extent deducted in calculating Consolidated Net Income for such period, any non-cash purchase accounting adjustment and any write-downs or impairment losses with respect to the valuation of long-lived assets, including those recorded in connection with the Transactions or any Investment permitted under Section 7.02, (x) non-cash losses from joint ventures and non-cash minority interest reductions; provided that, for purposes of this subclauses (vi), (vii), (viii) and (ix) of this clause (a), any non-cash charges or losses shall be treated as cash charges or losses in any subsequent period during which cash disbursements attributable thereto are made, and (xi) costs associated with the Transactions made or incurred by the Borrower and its Subsidiaries in connection with the Transactions for such period that are paid, accrued or reserved for within 365 days of the consummation of the Transactions (in each case of or by the Borrower and its Subsidiaries for such Measurement Period), plus (b) an amount not to exceed $19,000,000 representing adjustments to give pro forma effect to anticipated cost savings and synergies that are directly attributable to the Transaction, provided that such amount shall be reduced by $4,750,000 following each full fiscal quarter following the Closing Date, and provided further that the Borrower shall deliver to the Administrative Agent a certificate of a financial officer of the Borrower setting forth calculations of such pro forma adjustments to effect cost savings and synergies supporting them in reasonable detail, and minus (c) the following to the extent included in calculating such Consolidated Net Income: (i) Federal, state, local and foreign income tax credits, (ii) all non-cash items increasing Consolidated Net Income and (iii) extraordinary, unusual or non-recurring income or gain increasing Consolidated Net Income (in each case of or by the Borrower and its Subsidiaries for such Measurement Period).

“Consolidated Funded Indebtedness” means, as of any date of determination, for the Borrower and its Subsidiaries on a consolidated basis, the sum of (a) the outstanding principal amount of all obligations, whether current or long-term, for borrowed money (including Obligations hereunder) and all obligations evidenced by bonds, debentures, notes, loan agreements or other similar instruments, (b) all purchase money Indebtedness, (c) all obligations in respect of the deferred purchase price of property or services (other than trade accounts payable in the ordinary course of business), (d) all Attributable Indebtedness, (e) without duplication, all Guarantees with respect to outstanding Indebtedness of the types specified in clauses (a) through (d) above of Persons other than the Borrower or any Subsidiary, and (f) all Indebtedness of the types referred to in clauses (a) through (e) above of any partnership or joint venture (other than a joint venture that is itself a corporation or limited liability company) in which the Borrower or a Subsidiary is a general partner or joint venturer, unless such Indebtedness is expressly made non-recourse to the Borrower or such Subsidiary. Notwithstanding any other provision of this Agreement to the contrary, (i) the term “Consolidated Funded Indebtedness” shall not be deemed to include (A) any earn-out obligation until such obligation appears in the liabilities section of the balance sheet of the applicable Person, (B) any earn-out obligation that appears in the liabilities section of the balance sheet of the applicable Person to the extent (1) such Person is indemnified for the payment thereof by a Solvent Person reasonably acceptable to the Administrative Agent or (2) amounts to be applied to the payment thereof are in escrow, (C) any deferred compensation arrangements, (D) any non-compete or consulting obligations incurred in connection with Permitted Acquisitions, and (ii) the amount of

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Consolidated Funded Indebtedness for which recourse is limited either to a specified amount or to an identified asset of such Person shall be deemed to be equal to such specified amount or the fair market value of such identified asset as determined by such Person in good faith, as the case may be

“Consolidated Interest Charges” means, for any Measurement Period, the sum of (a) all interest, premium payments, debt discount, fees, charges and related expenses in connection with borrowed money (including capitalized interest) or in connection with the deferred purchase price of assets, in each case to the extent treated as interest in accordance with GAAP, plus (b) all interest paid or payable (without duplication) with respect to discontinued operations, plus (c) the portion of rent expense under Capitalized Leases that is treated as interest in accordance with GAAP, minus (d) non-cash interest expense in connection with any convertible debt securities minus (e) any interest income, in each case, of or by the Borrower and its Subsidiaries on a consolidated basis for the most recently completed Measurement Period.

“Consolidated Interest Coverage Ratio” means, as of any date of determination, the ratio of (a) Consolidated EBITDA to (b) Consolidated Interest Charges, in each case, of or by the Borrower and its Subsidiaries on a consolidated basis for the most recently completed Measurement Period; provided that such Consolidated Interest Coverage Ratio shall be determined on a Pro Forma Basis.

“Consolidated Leverage Ratio” means, as of any date of determination, the ratio of (a) Consolidated Funded Indebtedness as of such date to (b) Consolidated EBITDA of the Borrower and its Subsidiaries on a consolidated basis for the most recently completed Measurement Period; provided that such Consolidated Leverage Ratio shall be determined on a Pro Forma Basis.

“Consolidated Net Income” means, at any date of determination, the net income (or loss) of the Borrower and its Subsidiaries on a consolidated basis for the most recently completed Measurement Period; provided that Consolidated Net Income shall exclude (a) the net income of any Subsidiary during such Measurement Period to the extent that the declaration or payment of dividends or similar distributions by such Subsidiary of such income is not permitted by operation of the terms of its Organization Documents or any agreement, instrument or Law applicable to such Subsidiary during such Measurement Period, and (b) any income (or loss) for such Measurement Period of any Person if such Person is not a Subsidiary, except that the Borrower’s equity in the net income of any such Person for such Measurement Period shall be included in Consolidated Net Income up to the aggregate amount of cash actually distributed by such Person during such Measurement Period to the Borrower or a Subsidiary as a dividend or other distribution (and in the case of a dividend or other distribution to a Subsidiary, such Subsidiary is not precluded from further distributing such amount to the Borrower as described in clause (a) of this proviso).

“Consolidated Senior Secured Leverage Ratio” means, as of any date of determination, the ratio of (a) the aggregate amount of, without duplication, Indebtedness as of such date that is secured by a Lien on any assets of the Borrower and its Subsidiaries to (b) Consolidated EBITDA of the Borrower and its Subsidiaries on a consolidated basis for the most recently completed Measurement Period; provided that such Consolidated Senior Secured Leverage Ratio shall be determined on a Pro Forma Basis.

“Consolidated Working Capital” means, at any date, the excess of Consolidated Current Assets on such date over Consolidated Current Liabilities on such date.

“Contractual Obligation” means, as to any Person, any provision of any security issued by such Person or of any agreement, instrument or other undertaking to which such Person is a party or by which it or any of its property is bound.

“Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise. “Controlling” and “Controlled” have meanings correlative thereto.

“CPP” has the meaning specified in Section 6.08(e).

“Credit Extension” means each of the following: (a) a Borrowing and (b) an L/C Credit Extension.

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“Credit Transaction” means, collectively, (a) the issuance and sale of the Senior Notes, (b) the entering into by the Loan Parties and their applicable Subsidiaries of the Loan Documents, the Senior Notes Documents and the Related Documents to which they are or are intended to be a party, (c) the Refinancing and (d) the payment of the fees and expenses incurred in connection with the consummation of the foregoing.

“Debtor Relief Laws” means the Bankruptcy Code of the United States, and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief Laws of the United States or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally.

“Declined Prepayment Amount” has the meaning specified in Section 2.05(b)(x).

“Declining Term B Lender” has the meaning specified in Section 2.05(b)(x).

“Declining Term Lender” has the meaning specified in Section 2.05(b)(x).

“Default” means any event or condition that constitutes an Event of Default or that, with the giving of any notice, the passage of time, or both, would be an Event of Default.

“Default Rate” means (a) when used with respect to Obligations other than Letter of Credit Fees, an interest rate equal to (i) the Base Rate plus (ii) the Applicable Rate, if any, applicable to Base Rate Loans under the applicable Facility plus (iii) 2% per annum; provided, however, that with respect to a Eurodollar Rate Loan, the Default Rate shall be an interest rate equal to the interest rate (including any Applicable Rate) otherwise applicable to such Loan plus 2% per annum and (b) when used with respect to Letter of Credit Fees, a rate equal to the Applicable Rate plus 2% per annum.

“Defaulting Lender” means, subject to Section 2.16(b), any Revolving Credit Lender that, as reasonably determined by the Administrative Agent, (a) has failed to perform any of its funding obligations hereunder, unless such obligations are the subject of a good faith dispute, including in respect of its Loans or participations in respect of Letters of Credit or Swing Line Loans, within three Business Days of the date required to be funded by it hereunder, (b) has notified the Borrower, the Administrative Agent or any Lender that it does not intend to comply with its funding obligations or has made a public statement to that effect with respect to its funding obligations hereunder or under other agreements in which it commits to extend credit, (c) has failed, within three Business Days after request by the Administrative Agent, to confirm in a manner satisfactory to the Administrative Agent that it will comply with its funding obligations, or (d) has, or has a direct or indirect parent company that has, (i) become the subject of a proceeding under any Debtor Relief Law, (ii) had a receiver, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business or a custodian appointed for it, or (iii) taken any action in furtherance of, or indicated its consent to, approval of or acquiescence in any such proceeding or appointment; provided that a Revolving Credit Lender shall not be a Defaulting Lender solely by virtue of the ownership or acquisition of any equity interest in that Lender or any direct or indirect parent company thereof by a Governmental Authority.

“Disposition” or “Dispose” means the sale, transfer, license, lease or other disposition (including any sale and leaseback transaction) of any property by any Person (or the granting of any option or other right to do any of the foregoing), including any sale, assignment, transfer or other disposal, with or without recourse, of any notes or accounts receivable or any rights and claims associated therewith.

“Dollar” and “$” mean lawful money of the United States.

“Eligible Assignee” means any Person that meets the requirements to be an assignee under Section 10.06(b)(iii), (v) and (vi) (subject to such consents, if any, as may be required under Section 10.06(b)(iii)); provided that neither the Borrower nor its Affiliates shall be an Eligible Assignee.

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“Environmental Laws” means any and all Federal, state, local, and foreign statutes, laws, regulations, ordinances, rules, judgments, orders, decrees, permits, concessions, grants, franchises, licenses, agreements or governmental restrictions relating to pollution and the protection of the environment or the release of any materials into the environment, including those related to hazardous substances or wastes, air emissions and discharges to waste or public systems.

“Environmental Liability” means any liability, contingent or otherwise (including any liability for damages, costs of environmental remediation, fines, penalties or indemnities), of the Borrower, any other Loan Party or any of their respective Subsidiaries directly or indirectly resulting from or based upon (a) violation of any Environmental Law, (b) the generation, use, handling, transportation, storage, treatment or disposal of any Hazardous Materials, (c) exposure to any Hazardous Materials, (d) the release or threatened release of any Hazardous Materials into the environment or (e) any contract, agreement or other consensual arrangement pursuant to which liability is assumed or imposed with respect to any of the foregoing.

“Environmental Permit” means any permit, approval, identification number, license or other authorization required under any Environmental Law.

“Equity Interests” means, with respect to any Person, all of the shares of capital stock of (or other ownership or profit interests in) such Person, all of the warrants, options or other rights for the purchase or acquisition from such Person of shares of capital stock of (or other ownership or profit interests in) such Person, all of the securities convertible into or exchangeable for shares of capital stock of (or other ownership or profit interests in) such Person or warrants, rights or options for the purchase or acquisition from such Person of such shares (or such other interests), and all of the other ownership or profit interests in such Person (including partnership, member or trust interests therein), whether voting or nonvoting, and whether or not such shares, warrants, options, rights or other interests are outstanding on any date of determination.

“ERISA” means the Employee Retirement Income Security Act of 1974.

“ERISA Affiliate” means any trade or business (whether or not incorporated) under common control with the Borrower within the meaning of Section 414(b) or (c) of the Code (and Sections 414(m) and (o) of the Code for purposes of provisions relating to Section 412 of the Code).

“ERISA Event” means (a) a Reportable Event with respect to a Pension Plan; (b) the withdrawal of the Borrower or any ERISA Affiliate from a Pension Plan subject to Section 4063 of ERISA during a plan year in which such entity was a “substantial employer” as defined in Section 4001(a)(2) of ERISA or a cessation of operations that is treated as such a withdrawal under Section 4062(e) of ERISA; (c) a complete or partial withdrawal by the Borrower or any ERISA Affiliate from a Multiemployer Plan or notification that a Multiemployer Plan is in reorganization; (d) the filing of a notice of intent to terminate, the treatment of a Pension Plan amendment as a termination under Section 4041 or 4041A of ERISA; (e) the institution by the PBGC of proceedings to terminate a Pension Plan; (f) any event or condition which constitutes grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Pension Plan; (g) the determination that any Pension Plan is considered an at-risk plan or a plan in endangered or critical status within the meaning of Sections 430, 431 and 432 of the Code or Sections 303, 304 and 305 of ERISA; or (h) the imposition of any liability under Title IV of ERISA, other than for PBGC premiums due but not delinquent under Section 4007 of ERISA, upon the Borrower or any ERISA Affiliate.

“Eurodollar Rate” means:

(a) for any Interest Period with respect to a Eurodollar Rate Loan, the rate per annum equal to (i) the British Bankers Association LIBOR Rate (“BBA LIBOR”), as published by Reuters (or such other commercially available source providing quotations of BBA LIBOR as may be designated by the Administrative Agent from time to time) at approximately 11:00 a.m., London time, two London Banking Days prior to the commencement of such Interest Period, for Dollar deposits (for delivery on the first day of such Interest Period) with a term equivalent to such Interest Period or, (ii) if such rate is not available at such time for any reason, then the “Eurodollar Rate” for such Interest Period shall be the rate per annum determined by the Administrative Agent to be the rate at which deposits in Dollars for delivery on the first day of such Interest Period in same day funds in the approximate amount of the Eurodollar Rate Loan being made, continued or converted by Bank of America and with a term equivalent to such Interest Period would

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be offered by Bank of America’s London Branch to major banks in the London interbank eurodollar market at their request at approximately 11:00 a.m. (London time) two London Banking Days prior to the commencement of such Interest Period; provided that, notwithstanding the foregoing, the Eurodollar Rate shall not be deemed to be less than 1.75% per annum with respect to the Term Loans; and

(b) for any interest calculation with respect to a Base Rate Loan on any date, the rate per annum equal to (i) BBA LIBOR, at approximately 11:00 a.m., London time determined two London Banking Days prior to such date for Dollar deposits being delivered in the London interbank market for a term of one month commencing that day or (ii) if such published rate is not available at such time for any reason, the rate per annum determined by the Administrative Agent to be the rate at which deposits in Dollars for delivery on the date of determination in same day funds in the approximate amount of the Base Rate Loan being made or maintained and with a term equal to one month would be offered by Bank of America’s London Branch to major banks in the London interbank Eurodollar market at their request at the date and time of determination.

“Eurodollar Rate Loan” means a Revolving Credit Loan, a Term A Loan or a Term B Loan that bears interest at a rate based on the Eurodollar Rate.

“Event of Default” has the meaning specified in Section 8.01.

“Excess Cash Flow” means, for any fiscal year of the Borrower, (a) the sum (for each fiscal year) of (i) Consolidated EBITDA for such fiscal year plus (ii) the amount of the decrease, if any, in Consolidated Working Capital minus (b) the sum (for such fiscal year) of (i) Consolidated Interest Charges actually paid in cash by the Borrower and its Subsidiaries, (ii) scheduled principal repayments, to the extent actually made, of Term Loans pursuant to Section 2.07 or of any other Indebtedness constituting Revolving Credit Loans, so long as the related commitments are terminated, (iii) all income taxes actually paid in cash by the Borrower and its Subsidiaries, (iv) Capital Expenditures actually made by the Borrower and its Subsidiaries in such fiscal year from Internally Generated Cash, (v) the amount of Internally Generated Cash used to finance Investments permitted (including, without limitation, Permitted Acquisitions) under the Loan Documents in such period and (vi) the amount of the increase, if any, in Consolidated Working Capital in such fiscal year.

“Excluded Issuance” by any Person means an issuance of shares of capital stock of (or other ownership or profit interests in) such Person upon the exercise of warrants, options or other rights for the purchase of such capital stock (or other ownership or profit interest).

“Excluded Taxes” means, with respect to the Administrative Agent, any Lender, the L/C Issuer or any other recipient of any payment to be made by or on account of any obligation of the Borrower hereunder, (a) taxes imposed on or measured by its overall net income (however denominated), and franchise taxes imposed on it (in lieu of net income taxes), by the jurisdiction (or any political subdivision thereof) under the Laws of which such recipient is organized or in which its principal office is located or, in the case of any Lender, in which its applicable Lending Office is located, (b) any branch profits taxes imposed by the United States or any similar tax imposed by any other jurisdiction in which the Borrower is located, (c) any backup withholding tax that is required by the Code to be withheld from amounts payable to a Lender that has failed to comply with clause (A) of Section 3.01(e)(ii), and (d) in the case of a Foreign Lender (other than an assignee pursuant to a request by the Borrower under Section 10.13), any United States withholding tax that (i) is required to be imposed on amounts payable to such Foreign Lender pursuant to the Laws in force at the time such Foreign Lender becomes a party hereto (or designates a new Lending Office) or (ii) is attributable to such Foreign Lender’s failure or inability (other than as a result of a Change in Law) to comply with clause (B) of Section 3.01(e)(ii), except to the extent that such Foreign Lender (or its assignor, if any) was entitled, at the time of designation of a new Lending Office (or assignment), to receive additional amounts from the Borrower with respect to such withholding tax pursuant to Section 3.01(a)(i) or (ii).

“Existing Borrower Credit Agreement” means that certain Credit Agreement, dated as of February 28, 2006 (as amended, restated, modified or supplemented prior to the date hereof, and together with all annexes, exhibits and schedules thereto), by and among the Borrower, Lehman Commercial Paper Inc., as administrative agent, and a syndicate of lenders.

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“Existing Acquired Business Credit Agreement” means that certain Second Amended and Restated Credit Agreement, dated as of February 28, 2008 (as amended, restated, modified or supplemented prior to the date hereof, and together with all annexes, exhibits and schedules thereto), by and among certain subsidiaries of the Acquired Business, as borrowers, General Electric Capital Corporation, as administrative agent, and a syndicate of lenders.

“Existing Credit Agreements” means the Existing Borrower Credit Agreement and the Existing Acquired Business Credit Agreement.

“Existing Letters of Credit” means those Letters of Credit set forth on Schedule 2.03.

“Extraordinary Receipt” means any cash received by or paid to or for the account of any Person not in the ordinary course of business, including tax refunds, pension plan reversions, proceeds of insurance (other than proceeds of business interruption insurance to the extent such proceeds constitute compensation for lost earnings), condemnation awards (and payments in lieu thereof), indemnity payments and any purchase price adjustments; provided, however, that an Extraordinary Receipt shall not include cash receipts from proceeds of insurance, condemnation awards (or payments in lieu thereof) or indemnity payments to the extent that such proceeds, awards or payments in respect of loss or damage to equipment, fixed assets or real property are applied (or in respect of which expenditures were previously incurred) to replace or repair the equipment, fixed assets or real property in respect of which such proceeds were received in accordance with the terms of Section 2.05(b)(v).

“Facility” means the Term A Facility, the Term B Facility or the Revolving Credit Facility, as the context may require.

“FASB ASC” means the Accounting Standards Codification of the Financial Accounting Standards Board.

“Federal Funds Rate” means, for any day, the rate per annum equal to the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers on such day, as published by the Federal Reserve Bank of New York on the Business Day next succeeding such day; provided that (a) if such day is not a Business Day, the Federal Funds Rate for such day shall be such rate on such transactions on the next preceding Business Day as so published on the next succeeding Business Day, and (b) if no such rate is so published on such next succeeding Business Day, the Federal Funds Rate for such day shall be the average rate (rounded upward, if necessary, to a whole multiple of 1/100 of 1%) charged to Bank of America on such day on such transactions as determined by the Administrative Agent.

“Fee Letter” means the letter agreement, dated May 23, 2010, among the Borrower, the Administrative Agent, certain of the Arrangers, certain of the other Agents, Barclays Bank PLC and Banc of America Bridge LLC.

“Foreign Lender” means any Lender that is organized under the Laws of a jurisdiction other than that in which the Borrower is resident for tax purposes (including such a Lender when acting in the capacity of the L/C Issuer). For purposes of this definition, the United States, each State thereof and the District of Columbia shall be deemed to constitute a single jurisdiction.

“FRB” means the Board of Governors of the Federal Reserve System of the United States.

“Fronting Exposure” means, at any time there is a Defaulting Lender, (a) with respect to the L/C Issuer, such Defaulting Lender’s Applicable Percentage of the outstanding L/C Obligations other than L/C Obligations as to which such Defaulting Lender’s participation obligation has been reallocated to other Lenders or Cash Collateralized in accordance with the terms hereof, and (b) with respect to the Swing Line Lender, such Defaulting Lender’s Applicable Percentage of Swing Line Loans other than Swing Line Loans as to which such Defaulting Lender’s participation obligation has been reallocated to other Lenders or Cash Collateralized in accordance with the terms hereof.

“Fund” means any Person (other than a natural person) that is (or will be) engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course of its activities.

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“GAAP” means generally accepted accounting principles in the United States set forth in the opinions and pronouncements of the Accounting Principles Board and the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or such other principles as may be approved by a significant segment of the accounting profession in the United States, that are applicable to the circumstances as of the date of determination, consistently applied.

“Governmental Authority” means the government of the United States or any other nation, or of any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government (including any supra-national bodies such as the European Union or the European Central Bank).

“Guarantee” means, as to any Person, (a) any obligation, contingent or otherwise, of such Person guaranteeing or having the economic effect of guaranteeing any Indebtedness or other obligation payable or performable by another Person (the “primary obligor”) in any manner, whether directly or indirectly, and including any obligation of such Person, direct or indirect, (i) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other obligation, (ii) to purchase or lease property, securities or services for the purpose of assuring the obligee in respect of such Indebtedness or other obligation of the payment or performance of such Indebtedness or other obligation, (iii) to maintain working capital, equity capital or any other financial statement condition or liquidity or level of income or cash flow of the primary obligor so as to enable the primary obligor to pay such Indebtedness or other obligation, or (iv) entered into for the purpose of assuring in any other manner the obligee in respect of such Indebtedness or other obligation of the payment or performance thereof or to protect such obligee against loss in respect thereof (in whole or in part), or (b) any Lien on any assets of such Person securing any Indebtedness or other obligation of any other Person, whether or not such Indebtedness or other obligation is assumed by such Person (or any right, contingent or otherwise, of any holder of such Indebtedness to obtain any such Lien). The amount of any Guarantee shall be deemed to be an amount equal to the stated or determinable amount of the related primary obligation, or portion thereof, in respect of which such Guarantee is made or, if not stated or determinable, the maximum reasonably anticipated liability in respect thereof as determined by the guaranteeing Person in good faith. The term “Guarantee” as a verb has a corresponding meaning.

“Guarantors” means, collectively, the Subsidiaries of the Borrower listed on Schedule 6.12 (which shall exclude any Approved Captive Insurance Subsidiary, QHR Southwest Business Trust, a Pennsylvania business trust, any not-for-profit entity established in the State of Michigan for the purpose of rendering neuropsychology services, any non-wholly-owned Subsidiary and those Subsidiaries listed on Schedule 7.04(g)) and each other Subsidiary of the Borrower that shall be required to execute and deliver a guaranty or guaranty supplement pursuant to Section 6.12.

“Guaranty” means, collectively, the Guaranty made by the Guarantors in favor of the Secured Parties, substantially in the form of Exhibit F, together with each other guaranty and guaranty supplement delivered pursuant to Section 6.12.

“Hazardous Materials” means all explosive or radioactive substances or wastes and all hazardous or toxic substances, wastes or other pollutants, including petroleum or petroleum distillates, asbestos or asbestos-containing materials, polychlorinated biphenyls, radon gas, infectious or medical wastes and all other substances or wastes of any nature regulated pursuant to any Environmental Law.

“Health Care Laws” means all federal and state laws regulating health services or payment, including, but not limited to, the federal Anti-Kickback Statute (42 U.S.C. § 1320a-7b(b)), the Stark Law (42 U.S.C. § 1395nn), the Anti-Inducement Law (42 U.S.C. § 1320a-7a(a)(5)), the civil False Claims Act (31 U.S.C. § 3729 et seq.), the administrative False Claims Law (42 U.S.C. § 1320a-7b(a)), the exclusion laws (42 U.S.C. § 1320a-7), the civil monetary penalty law (42 U.S.C. § 1320a-7a), HIPAA (42 U.S.C. §§ 1320d-1320d-8), Medicare, Medicaid, and any other state or federal law, regulation, guidance document, manual provision, program memorandum, opinion letter, or other issuance which regulates kickbacks, patient or program charges, recordkeeping, referrals, the hiring of employees or acquisition of services or supplies from those who have been excluded from government health care programs, quality, safety, privacy, security, licensure, accreditation, or any other aspect of providing health care.

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“Health Care Permit” has the meaning specified in Section 5.26(b).

“Hedge Bank” means (a) any Person that, at the time it enters into an interest rate Swap Contract, is a Lender or an Affiliate of a Lender, in its capacity as a party to such Swap Contract, and (b) either of the two institutions or their respective Affiliates that were identified previously to the Administrative Agent (a “Non-Lender Counterparty”) with which a Loan Party has entered into an interest rate Swap Contract that was provided or arranged by GE Capital or an Affiliate of GE Capital, and any assignee of such Non- Lender Counterparty; provided that with respect to clauses (a) and (b) such interest rate Swap Contract is required or permitted under Article VI or VII herein.

“HIPAA” means the administrative simplification provisions of the Health Insurance Portability and Accountability Act of 1996, as amended.

“HIPAA Business Associate Agreement” means a business associate contract in accordance with 45 C.F.R. § 164.504 that permits the Borrower or any Subsidiary to disclose protected health information (as defined under HIPAA) to representatives and independent contractors of the Administrative Agent and each Lender

“HIPAA Compliance Plan” has the meaning specified in Section 5.27(a).

“HIPAA Compliant” has the meaning specified in Section 5.27(a).

“Indebtedness” means, as to any Person at a particular time, without duplication, all of the following, whether or not included as indebtedness or liabilities in accordance with GAAP:

(a) all obligations of such Person for borrowed money and all obligations of such Person evidenced by bonds, debentures, notes, loan agreements or other similar instruments;

(b) the maximum amount of all direct or contingent obligations of such Person arising under letters of credit (including standby and commercial), bankers’ acceptances, bank guaranties, surety bonds and similar instruments;

(c) net obligations of such Person under any Swap Contract;

(d) all obligations of such Person to pay the deferred purchase price of property or services (other than trade accounts payable in the ordinary course of business and not past due for more than 60 days after the date on which such trade account was created);

(e) indebtedness (excluding prepaid interest thereon) secured by a Lien on property owned or being purchased by such Person (including indebtedness arising under conditional sales or other title retention agreements), whether or not such indebtedness shall have been assumed by such Person or is limited in recourse;

(f) all Attributable Indebtedness in respect of Capitalized Leases and Synthetic Lease Obligations of such Person and all Synthetic Debt of such Person;

(g) all obligations of such Person to purchase, redeem, retire, defease or otherwise make any payment in respect of any Equity Interest in such Person or any other Person or any warrant, right or option to acquire such Equity Interest, valued, in the case of a redeemable preferred interest, at the greater of its voluntary or involuntary liquidation preference plus accrued and unpaid dividends; and

(h) all Guarantees of such Person in respect of any of the foregoing.

For all purposes hereof, the Indebtedness of any Person shall include the Indebtedness of any partnership or joint venture (other than a joint venture that is itself a corporation or limited liability company) in which such Person is a general partner or a joint venturer, unless such Indebtedness is expressly made non-recourse to such Person. The amount of any net obligation under any Swap Contract on any date shall be deemed to be the Swap Termination Value thereof as of such date.

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“Indemnified Taxes” means Taxes other than Excluded Taxes.

“Indemnitee” has the meaning specified in Section 10.04(b).

“Information” has the meaning specified in Section 10.07.

“Intellectual Property Security Agreement” has the meaning specified in Section 4.01(a)(v).

“Intercompany Notes” has the meaning specified in the Security Agreement.

“Interest Payment Date” means, (a) as to any Eurodollar Rate Loan, the last day of each Interest Period applicable to such Loan and the Maturity Date of the Facility under which such Loan was made; provided, however, that if any Interest Period for a Eurodollar Rate Loan exceeds three months, the respective dates that fall every three months after the beginning of such Interest Period shall also be Interest Payment Dates; and (b) as to any Base Rate Loan or Swing Line Loan, the last Business Day of each March, June, September and December and the Maturity Date of the Facility under which such Loan was made (with Swing Line Loans being deemed made under the Revolving Credit Facility for purposes of this definition).

“Interest Period” means, as to each Eurodollar Rate Loan, the period commencing on the date such Eurodollar Rate Loan is disbursed or converted to or continued as a Eurodollar Rate Loan and ending on the date one, two, three or six months thereafter, as selected by the Borrower in its Committed Loan Notice or such other period that is nine or twelve months requested by the Borrower and consented to by all the Appropriate Lenders; provided that:

(a) any Interest Period that would otherwise end on a day that is not a Business Day shall be extended to the next succeeding Business Day unless such Business Day falls in another calendar month, in which case such Interest Period shall end on the next preceding Business Day;

(b) any Interest Period that begins on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall end on the last Business Day of the calendar month at the end of such Interest Period; and

(c) no Interest Period shall extend beyond the Maturity Date of the Facility under which such Loan was made.

“Internally Generated Cash” means any cash of the Borrower or any Subsidiary that is not generated from a Disposition (other than Dispositions of inventory in the ordinary course of business), an Extraordinary Receipt, an incurrence of Indebtedness, an issuance of Equity Interests or a capital contribution.

“Investment” means, as to any Person, any direct or indirect acquisition or investment by such Person, whether by means of (a) the purchase or other acquisition of Equity Interests, debt or other securities of another Person, (b) a loan, advance or capital contribution to, Guarantee or assumption of debt of, or purchase or other acquisition of any other debt or interest in, another Person, or (c) the purchase or other acquisition (in one transaction or a series of transactions) of assets of another Person that constitute a business unit or all or a substantial part of the business of, such Person. For purposes of covenant compliance, the amount of any Investment shall be the amount actually invested, without adjustment for subsequent increases or decreases in the value of such Investment.

“IP Rights” has the meaning specified in Section 5.17.

“IP Security Agreement Supplement” means the “Patent Security Agreement,” the “Trademark Security Agreement” or the “Copyright Security Agreement,” as the context requires, as defined in the Security Agreement.

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“IRS” means the United States Internal Revenue Service.

“ISP” means, with respect to any Letter of Credit, the “International Standby Practices 1998” published by the Institute of International Banking Law & Practice, Inc. (or such later version thereof as may be in effect at the time of issuance).

“Issuer Documents” means with respect to any Letter of Credit, the Letter of Credit Application, and any other document, agreement and instrument entered into by the L/C Issuer and the Borrower (or any Subsidiary) or in favor of the L/C Issuer and relating to such Letter of Credit.

“Junior Liens” shall mean Liens (other than Liens securing the Obligations) that are subordinated to the Liens granted under the Loan Documents on customary terms pursuant to an intercreditor agreement reasonably satisfactory to the Administrative Agent (it being understood that Junior Liens are not required to be pari passu with other Junior Liens, and that Indebtedness secured by Junior Liens may have Liens that are senior in priority to, or pari passu with, or junior in priority to, other Liens constituting Junior Liens).

“Laws” means, collectively, all international, foreign, Federal, state and local statutes, treaties, rules, guidelines, regulations, ordinances, codes and administrative or judicial precedents or authorities, including the interpretation or administration thereof by any Governmental Authority charged with the enforcement, interpretation or administration thereof, and all applicable administrative orders, directed duties, requests, licenses, authorizations and permits of, and agreements with, any Governmental Authority.

“L/C Advance” means, with respect to each Revolving Credit Lender, such Lender’s funding of its participation in any L/C Borrowing in accordance with its Applicable Revolving Credit Percentage.

“L/C Borrowing” means an extension of credit resulting from a drawing under any Letter of Credit which has not been reimbursed on the date when made or refinanced as a Revolving Credit Borrowing.

“L/C Credit Extension” means, with respect to any Letter of Credit, the issuance thereof or extension of the expiry date thereof, or the increase of the amount thereof.

“L/C Issuer” means (i) Bank of America in its capacity as issuer of Letters of Credit hereunder, or any successor issuer of Letters of Credit hereunder and (ii) solely with respect to the Existing Letters of Credit, issuers of the Existing Letters of Credit (it being understood that such issuers shall have no obligation to issue any Letters of Credit or to amend or renew any Existing Letters of Credit).

“L/C Obligations” means, as at any date of determination, the aggregate amount available to be drawn under all outstanding Letters of Credit plus the aggregate of all Unreimbursed Amounts, including all L/C Borrowings. For purposes of computing the amount available to be drawn under any Letter of Credit, the amount of such Letter of Credit shall be determined in accordance with Section 1.06. For all purposes of this Agreement, if on any date of determination a Letter of Credit has expired by its terms but any amount may still be drawn thereunder by reason of the operation of Rule 3.14 of the ISP, such Letter of Credit shall be deemed to be “outstanding” in the amount so remaining available to be drawn.

“Lender” has the meaning specified in the introductory paragraph hereto and, as the context requires, includes the Swing Line Lender.

“Lending Office” means, as to any Lender, the office or offices of such Lender described as such in such Lender’s Administrative Questionnaire, or such other office or offices as a Lender may from time to time notify the Borrower and the Administrative Agent.

“Letter of Credit” means any standby letter of credit issued hereunder and shall include the Existing Letters of Credit.

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“Letter of Credit Application” means an application and agreement for the issuance or amendment of a Letter of Credit in the form from time to time in use by the L/C Issuer.

“Letter of Credit Expiration Date” means the day that is seven days prior to the Maturity Date then in effect for the Revolving Credit Facility (or, if such day is not a Business Day, the next preceding Business Day).

“Letter of Credit Fee” has the meaning specified in Section 2.03(h).

“Letter of Credit Sublimit” means an amount equal to $80,000,000. The Letter of Credit Sublimit is part of, and not in addition to, the Revolving Credit Facility.

“Lien” means any mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or other), charge, or preference, priority or other security interest or preferential arrangement in the nature of a security interest of any kind or nature whatsoever (including any conditional sale or other title retention agreement, any easement, right of way or other encumbrance on title to real property, and any financing lease having substantially the same economic effect as any of the foregoing).

“Loan” means an extension of credit by a Lender to the Borrower under Article II in the form of a Term Loan, a Revolving Credit Loan or a Swing Line Loan.

“Loan Documents” means, collectively, (a) this Agreement, (b) the Notes, (c) any agreement creating or perfecting rights in cash collateral pursuant to the provisions of Section 2.15 of this Agreement, (d) the Guaranty, (e) the Collateral Documents, (f) the Fee Letter and (g) each Issuer Document.

“Loan Parties” means, collectively, the Borrower and each Guarantor.

“London Banking Day” means any day on which dealings in Dollar deposits are conducted by and between banks in the London interbank eurodollar market.

“Material Adverse Effect” means (a) a material adverse change in, or a material adverse effect upon, the operations, business, properties, liabilities (actual or contingent) or financial condition of the Borrower or the Borrower and its Subsidiaries taken as a whole; (b) a material impairment of the rights and remedies of the Administrative Agent or any Lender under any Loan Document, or of the ability of any Loan Party to perform its material obligations under any Loan Document to which it is a party; or (c) a material adverse effect upon the legality, validity, binding effect or enforceability against any Loan Party of any Loan Document to which it is a party.

“Material Contract” means, with respect to any Person, each contract to which such Person is a party involving aggregate consideration payable to or by such Person of $10,000,000 or more in any year or otherwise material to the business, financial condition, operations, performance or properties of such Person.

“Material Owned Real Property” means any owned parcel of real property with a fair market value in excess of $1,000,000.

“Material Real Property Lease” means any lease of real property under which the annual aggregate base rental payments are $200,000 or greater.

“Maturity Date” means (a) with respect to the Revolving Credit Facility, the later of (i) the date that is five years after the Closing Date and (ii) if maturity is extended pursuant to Section 2.14, such extended maturity date as determined pursuant to such Section, (b) with respect to the Term A Facility, the date that is five years after the Closing Date, and (c) with respect to the Term B Facility, the date that is six years after the Closing Date; provided, however, that, in each case, if such date is not a Business Day, the Maturity Date shall be the next preceding Business Day.

“Measurement Period” means, at any date of determination, the most recently completed four fiscal quarters of the Borrower.

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“Medicaid” means that government-sponsored entitlement program under Title XIX, P.L. 89-97 of the Social Security Act, which provides federal grants to states for medical assistance based on specific eligibility criteria, as set forth on Section 1396, et seq. of Title 42 of the United States Code.

“Medicare” means that government-sponsored insurance program under Title XVIII, P.L. 89-97, of the Social Security Act, which provides for a health insurance system for eligible elderly and disabled individuals, as set forth at Section 1395, et seq. of Title 42 of the United States Code.

“Merger” has the meaning specified in the Preliminary Statements.

“Merger Agreement” has the meaning specified in the Preliminary Statements.

“Minimum Liquidity Condition” means, at any given time, that sum of (i) the amount of the Borrower’s and the Subsidiaries’ unrestricted cash and Cash Equivalents on the Borrower’s consolidated balance sheet and (ii) the amount of the Revolving Credit Facility that is available for borrowing, is at least $50,000,000.

“Moody’s” means Moody’s Investors Service, Inc. and any successor thereto.

“Mortgages” has the meaning specified in Section 4.01(a)(iv).

“Mortgage Policies” has the meaning specified in Section 4.01(a)(iv)(B).

“Mortgaged Property” shall mean (a) each Material Owned Real Property identified as a Mortgaged Property on Schedule 4.01(a) dated the Closing Date and (b) each Material Owned Real Property, if any, which shall be subject to a Mortgage delivered after the Closing Date pursuant to Section 6.12.

“Multiemployer Plan” means any employee benefit plan of the type described in Section 4001(a)(3) of ERISA, to which the Borrower or any ERISA Affiliate makes or is obligated to make contributions, or during the preceding five plan years, has made or been obligated to make contributions.

“Multiple Employer Plan” means a Plan which has two or more contributing sponsors (including the Borrower or any ERISA Affiliate) at least two of whom are not under common control, as such a plan is described in Section 4064 of ERISA.

“Net Cash Proceeds” means:

(a) with respect to any Disposition by the Borrower or any of its Subsidiaries, or any Extraordinary Receipt received or paid to the account of the Borrower or any of its Subsidiaries, the excess, if any, of (i) the sum of cash and Cash Equivalents received in connection with such transaction (including any cash or Cash Equivalents received by way of deferred payment pursuant to, or by monetization of, a note receivable or otherwise, but only as and when so received) over (ii) the sum of (A) the principal amount of any Indebtedness that is secured by the applicable asset and that is required to be repaid in connection with such transaction (other than Indebtedness under the Loan Documents), (B) the out-of-pocket expenses (including attorneys’ fees, investment banking fees, survey costs, title insurance premiums, and related search and recording charges, transfer taxes, deed or mortgage recording taxes, brokerage, consulting and other customary fees) incurred by the Borrower or such Subsidiary in connection with such transaction, (C) federal and state income taxes reasonably estimated to be actually payable within two years of the date of the relevant transaction as a result of any gain recognized in connection therewith; provided that, if the amount of any estimated taxes pursuant to subclause (C) exceeds the amount of taxes actually required to be paid in cash in respect of such Disposition, the aggregate amount of such excess shall constitute Net Cash Proceeds, and (D) any reserve for adjustment in respect of (x) the sale price of such asset or assets established in accordance with GAAP and (y) any liabilities associated with such asset or assets and retained by the Borrower or any Loan Party after such sale or other disposition thereof, including pension and other post-employment benefit liabilities and liabilities related to environmental matters or against any indemnification obligations associated with such transaction;

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(b) with respect to the sale or issuance of any Equity Interest by the Borrower or any of its Subsidiaries, or the incurrence or issuance of any Indebtedness by the Borrower or any of its Subsidiaries, the excess of (i) the sum of the cash and Cash Equivalents received in connection with such transaction over (ii) investment banking fees, the underwriting discounts and commissions, and other out-of-pocket expenses and other customary expenses, incurred by the Borrower or such Subsidiary in connection therewith; and

(c) with respect to any Casualty Event, the cash insurance proceeds, condemnation awards and other compensation received in respect thereof, net of all reasonable costs and expenses incurred in connection with the collection of such proceeds, awards or other compensation in respect of such Casualty Event less any debt secured by such asset that is required to be repaid.

“Note” means a Term A Note, a Term B Note or a Revolving Credit Note, as the context may require.

“NPL” means the National Priorities List under CERCLA.

“Obligations” means all advances to, and debts, liabilities, obligations, covenants and duties of, any Loan Party arising under any Loan Document or otherwise with respect to any Loan, Letter of Credit, Secured Cash Management Agreement or Secured Hedge Agreement, in each case whether direct or indirect (including those acquired by assumption), absolute or contingent, due or to become due, now existing or hereafter arising and including interest and fees that accrue after the commencement by or against any Loan Party or any Affiliate thereof of any proceeding under any Debtor Relief Laws naming such Person as the debtor in such proceeding, regardless of whether such interest and fees are allowed claims in such proceeding.

“Other First Liens” means Liens on the Collateral securing loans or notes on a pari passu basis with the Liens securing the Obligations (such loans or notes, the “Other First Lien Debt”), which may be (i) granted under the Loan Documents to the Administrative Agent for the benefit of the holders of such Other First Lien Debt and subject to a customary intercreditor agreement that is reasonably satisfactory to the Administrative Agent that is entered into between the Administrative Agent, an authorized representative of the holders of the Other First Lien Debt and the Borrower and which provides for the pari passu treatment of such Liens with the Lien securing the Obligations or (ii) granted under separate security documents to a collateral agent for the benefit of the holders of the Other First Lien Debt and subject to a customary intercreditor agreement that is reasonably satisfactory to the Administrative Agent that is entered into between the Administrative Agent, such other collateral agent and the Borrower and which provides for lien sharing and for the pari passu treatment of such Liens with the Liens securing the Obligations.

“Organization Documents” means, (a) with respect to any corporation, the certificate or articles of incorporation and the bylaws (or equivalent or comparable constitutive documents with respect to any non-U.S. jurisdiction); (b) with respect to any limited liability company, the certificate or articles of formation or organization and operating agreement; and (c) with respect to any partnership, joint venture, trust or other form of business entity, the partnership, joint venture or other applicable agreement of formation or organization and any agreement, instrument, filing or notice with respect thereto filed in connection with its formation or organization with the applicable Governmental Authority in the jurisdiction of its formation or organization and, if applicable, any certificate or articles of formation or organization of such entity.

“Other Taxes” means all present or future stamp or documentary taxes or any other excise or property taxes, charges or similar levies arising from any payment made hereunder or under any other Loan Document or from the execution, delivery or enforcement of, or otherwise with respect to, this Agreement or any other Loan Document.

“Outstanding Amount” means (a) with respect to Term Loans, Revolving Credit Loans and Swing Line Loans on any date, the aggregate outstanding principal amount thereof after giving effect to any borrowings and prepayments or repayments of Term Loans, Revolving Credit Loans and Swing Line Loans, as the case may be, occurring on such date; and (b) with respect to any L/C Obligations on any date, the amount of such L/C Obligations on such date after giving effect to any L/C Credit Extension occurring on such date and any other changes in the aggregate amount of the L/C Obligations as of such date, including as a result of any reimbursements by the Borrower of Unreimbursed Amounts.

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“Participant” has the meaning specified in Section 10.06(d).

“PBGC” means the Pension Benefit Guaranty Corporation.

“Pension Act” means the Pension Protection Act of 2006.

“Pension Funding Rules” means the rules of the Code and ERISA regarding minimum required contributions (including any installment payment thereof) to Pension Plans and set forth in, with respect to plan years ending prior to the effective date of the Pension Act, Section 412 of the Code and Section 302 of ERISA, each as in effect prior to the Pension Act and, thereafter, Section 412, 430, 431, 432 and 436 of the Code and Sections 302, 303, 304 and 305 of ERISA.

“Pension Plan” means any employee pension benefit plan (including a Multiple Employer Plan or a Multiemployer Plan) that is maintained or is contributed to by the Borrower and any ERISA Affiliate and is either covered by Title IV of ERISA or is subject to the minimum funding standards under Section 412 of the Code.

“Perfection Certificate” means a certificate in the form of Exhibit H-1 or any other form approved by the Administrative Agent, as the same shall be supplemented from time to time by a Perfection Certificate Supplement or otherwise.

“Perfection Certificate Supplement” means a certificate supplement in the form of Exhibit H-2 or any other form approved by the Administrative Agent.

“Permitted Acquisition” has the meaning specified in Section 7.03(g).

“Permitted Refinancing” means, with respect to any Person, any modification, refinancing, refunding, renewal or extension of any Indebtedness of such Person; provided that (a) the principal amount (or accreted value, if applicable) thereof does not exceed the principal amount (or accreted value, if applicable) of the Indebtedness so modified, refinanced, refunded, renewed or extended except by an amount equal to unpaid accrued interest and premium (including tender premiums) thereon plus other amounts paid, and underwriting discounts, defeasance costs, fees, commissions and expenses incurred, in connection with such modification, refinancing, refunding, renewal or extension and by an amount equal to any existing commitments unutilized thereunder or as otherwise permitted pursuant to Section 7.03, (b) such modification, refinancing, refunding, renewal or extension has a weighted average life to maturity equal to or greater than the shorter of (i) the weighted average life to maturity of, the Indebtedness being modified, refinanced, refunded, renewed or extended and (ii) the weighted average life to maturity that would result if all payments of principal on the Indebtedness being refinanced that were due on or after the date that is one year following the Maturity Date of the Term B Facility were instead due on the date that is one year following the Maturity Date of the Term B Facility, (c) if the Indebtedness being modified, refinanced, refunded, renewed or extended is subordinated in right of payment to the Obligations, such modification, refinancing, refunding, renewal or extension is subordinated in right of payment to the Obligations on terms at least as favorable to the Lenders as those contained in the documentation governing the Indebtedness being modified, refinanced, refunded, renewed or extended, taken as a whole, (d) the terms and conditions (including, if applicable, as to collateral) of any such modified, refinanced, refunded, renewed or extended Indebtedness are not materially less favorable in the good faith discretion of the Borrower to the Loan Parties or the Lenders than the terms and conditions of the Indebtedness being so modified, refinanced, refunded, renewed or extended, and (e) to the extent such Person is a Loan Party, such modification, refinancing, refunding, renewal or extension shall not be incurred by Subsidiaries that are not Loan Parties.

“Person” means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, Governmental Authority or other entity.

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“Plan” means any employee benefit plan within the meaning of Section 3(3) of ERISA (including a Pension Plan), maintained for employees of the Borrower or any ERISA Affiliate or any such Plan to which the Borrower or any ERISA Affiliate is required to contribute on behalf of any of its employees.

“Platform” has the meaning specified in Section 6.02.

“Pledged Securities” has the meaning specified in the Security Agreement.

“Preferred Stock” means, with respect to any Person, any and all Equity Interests which are preferred as to the payment of dividends or distributions, upon liquidation or otherwise, over another class of Equity Interests of such Person.

“Privacy and Security Rules” has the meaning specified in Section 5.27(a).

“Pro Forma Basis” means, as to any Person, for any events as described below that occur subsequent to the commencement of a period for which the financial effect of such events is being calculated, and giving effect to the events for which such calculation is being made, such calculation as will give pro forma effect to such events as if such events occurred on the first day of the Measurement Period: (i) in making any determination of Consolidated EBITDA, effect shall be given to any Dispositions, Permitted Acquisition, Restricted Payment, in each case that occurred during the Measurement Period (or, in the case of determinations made pursuant to Section 7.02, 7.03, 7.04, 7.05, 7.06, 7.11 or 7.15, occurring during the Measurement Period or thereafter and through and including the date upon which the respective Permitted Acquisition or relevant transaction is consummated), (ii) in making any determination on a Pro Forma Basis, (x) all Indebtedness (including Indebtedness issued, incurred or assumed as a result of, or to finance, any relevant transactions and for which the financial effect is being calculated, whether incurred under this Agreement or otherwise, but excluding normal fluctuations in revolving Indebtedness incurred for working capital purposes, in each case not to finance any acquisition) issued, incurred, assumed or permanently repaid during the Measurement Period (or, in the case of determinations made pursuant to Section 7.02, 7.03, 7.04, 7.05, 7.06, 7.11 or 7.15, occurring during the Measurement Period or thereafter and through and including the date upon which the respective Permitted Acquisition or relevant transaction is consummated) shall be deemed to have been issued, incurred, assumed or permanently repaid at the beginning of such period and (y) the interest expense of such person attributable to interest on any Indebtedness, for which pro forma effect is being given as provided in preceding clause (x), bearing floating interest rates shall be computed on a pro forma basis as if the rates that would have been in effect during the period for which pro forma effect is being given had been actually in effect during such periods (taking into account any Swap Contract applicable to the Indebtedness if the Swap Contract has a remaining term of at least 12 months).

Pro forma calculations made pursuant to the definition of the term “Pro Forma Basis” shall be determined in good faith by a Responsible Officer of the Borrower in accordance with GAAP and Regulation S-X promulgated under the Securities Act of 1933, as amended or otherwise in express compliance with this definition and the definition of the financial metric being calculated and may include adjustments to give appropriate effect to cost savings and synergies that are directly attributable to the relevant transactions, factually supportable and expected to have a continuing impact on the financial results of the Borrower and its Subsidiaries. The Borrower shall deliver to the Administrative Agent a certificate of a financial officer of the Borrower setting forth calculations of any such pro forma adjustments supporting them in reasonable detail; provided that no adjustments for synergies or cost savings shall be made with respect to such relevant transactions after the end of the first four consecutive fiscal quarters ended following such transaction, provided, further, that such adjustment for synergies or cost savings shall be limited, in the aggregate in all periods, to $5,000,000 or, in the case of acquisitions other than the Transaction, the greater of $5,000,000 and 10% of such acquired Person’s adjusted earnings before interest, taxes, depreciation or amortization in its latest reported four quarter period.

“Programs” has the meaning specified in Section 5.26(c).

“Public Lender” has the meaning specified in Section 6.02.

“Reduction Amount” has the meaning set forth in Section 2.05(b)(ix).

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“Refinancing” means the refinancing on the Closing Date of certain outstanding Indebtedness of the Borrower and its Subsidiaries as set forth on Schedule 6.11 and the termination of all commitments with respect thereto.

“Register” has the meaning specified in Section 10.06(c).

“Regulatory Condition” has the meaning specified in the definition of “Combined Material Adverse Affect.”

“Related Documents” means the Merger Agreement and any alterations, amendments, changes, supplements, consents or waivers thereof.

“Related Parties” means, with respect to any Person, such Person’s Affiliates and the partners, directors, officers, employees, agents, trustees and advisors of such Person and of such Person’s Affiliates.

“Repricing Transaction” means the refinancing or repricing by Borrower of any of the Term B Loans under this Agreement (x) with the proceeds of any Indebtedness (including, without limitation, any new or additional term loans under this Agreement pursuant to Section 2.14) or (y) in connection with any amendment to this Agreement, in either case, (i) having or resulting in an effective interest rate or weighted average yield (to be determined at the reasonable discretion of the Administrative Agent, after giving effect to margins, upfront or similar fees or original issue discount shared with all lenders or holders thereof, but excluding the effect of any arrangement, structuring, syndication or other fees payable in connection therewith that are not shared with all lenders or holders thereof) as of the date of such refinancing that is, or could be by the express terms of such Indebtedness (and not by virtue of any fluctuation in the Eurodollar Rate or Base Rate), less than the Applicable Rate for, or weighted average yield of (to be determined at the reasonable discretion of the Administrative Agent, on the same basis as above) such Term B Loans as of the date of such repricing and (ii) in the case of a refinancing of the applicable Term B Loans, the proceeds of which are used to repay, in whole or in part, principal of such outstanding Term B Loans.

“Reportable Event” means any of the events set forth in Section 4043(c) of ERISA, other than events for which the 30 day notice period has been waived.

“Request for Credit Extension” means (a) with respect to a Borrowing, conversion or continuation of Term Loans or Revolving Credit Loans, a Committed Loan Notice, (b) with respect to an L/C Credit Extension, a Letter of Credit Application, and (c) with respect to a Swing Line Loan, a Swing Line Loan Notice.

“Required Lenders” means, as of any date of determination, Lenders holding more than 50% of the sum of the (a) Total Outstandings (with the aggregate amount of each Revolving Credit Lender’s risk participation and funded participation in L/C Obligations and Swing Line Loans being deemed “held” by such Revolving Credit Lender for purposes of this definition) and (b) aggregate unused Revolving Credit Commitments; provided that the unused Revolving Credit Commitment of, and the portion of the Total Outstandings held or deemed held by, any Defaulting Lender shall be excluded for purposes of making a determination of Required Lenders.

“Required Revolving Lenders” means, as of any date of determination, Revolving Credit Lenders holding more than 50% of the sum of the (a) Total Revolving Credit Outstandings (with the aggregate amount of each Revolving Credit Lender’s risk participation and funded participation in L/C Obligations and Swing Line Loans being deemed “held” by such Revolving Credit Lender for purposes of this definition) and (b) aggregate unused Revolving Credit Commitments; provided that the unused Revolving Credit Commitment of, and the portion of the Total Revolving Credit Outstandings held or deemed held by, any Defaulting Lender shall be excluded for purposes of making a determination of Required Revolving Lenders.

“Required Term A Lenders” means, as of any date of determination, Term A Lenders holding more than 50% of the Term A Facility on such date; provided that the portion of the Term A Facility held by any Defaulting Lender shall be excluded for purposes of making a determination of Required Term A Lenders.

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“Required Term B Lenders” means, as of any date of determination, Term B Lenders holding more than 50% of the Term B Facility on such date; provided that the portion of the Term B Facility held by any Defaulting Lender shall be excluded for purposes of making a determination of Required Term B Lenders.

“Responsible Officer” means the chief executive officer, president, chief financial officer, treasurer or controller of a Loan Party and solely for purposes of the delivery of incumbency certificates pursuant to Section 4.01, the secretary or any assistant secretary of a Loan Party. Any document delivered hereunder that is signed by a Responsible Officer of a Loan Party shall be conclusively presumed to have been authorized by all necessary corporate, partnership and/or other action on the part of such Loan Party and such Responsible Officer shall be conclusively presumed to have acted on behalf of such Loan Party.

“Restricted Payment” means any dividend or other distribution (whether in cash, securities or other property) with respect to any capital stock or other Equity Interest of any Person or any of its Subsidiaries, or any payment (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, defeasance, acquisition, cancellation or termination of any such capital stock or other Equity Interest, or on account of any return of capital to any Person’s stockholders, partners or members (or the equivalent of any thereof), or any option, warrant or other right to acquire any such dividend or other distribution or payment.

“Revolving Credit Borrowing” means a borrowing consisting of simultaneous Revolving Credit Loans of the same Type and, in the case of Eurodollar Rate Loans, having the same Interest Period made by each of the Revolving Credit Lenders pursuant to Section 2.01(c).

“Revolving Credit Commitment” means, as to each Revolving Credit Lender, its obligation to (a) make Revolving Credit Loans to the Borrower pursuant to Section 2.01(c), (b) purchase participations in L/C Obligations, and (c) purchase participations in Swing Line Loans, in an aggregate principal amount at any one time outstanding not to exceed the amount set forth opposite such Lender’s name on Schedule 2.01 under the caption “Revolving Credit Commitment” or opposite such caption in the Assignment and Assumption pursuant to which such Lender becomes a party hereto, as applicable, as such amount may be adjusted from time to time in accordance with this Agreement. As of the date hereof, the aggregate principal amount of the Revolving Credit Commitments is $125,000,000.

“Revolving Credit Facility” means, at any time, the aggregate amount of the Revolving Credit Lenders’ Revolving Credit Commitments at such time.

“Revolving Credit Lender” means, at any time, any Lender that has a Revolving Credit Commitment at such time.

“Revolving Credit Loan” has the meaning specified in Section 2.01(c).

“Revolving Credit Note” means a promissory note made by the Borrower in favor of a Revolving Credit Lender evidencing Revolving Credit Loans or Swing Line Loans, as the case may be, made by such Revolving Credit Lender, substantially in the form of Exhibit C-2.

“S&P” means Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc., and any successor thereto.

“SEC” means the Securities and Exchange Commission, or any Governmental Authority succeeding to any of its principal functions.

“Secured Cash Management Agreement” means any Cash Management Agreement that is entered into by and between the Borrower or any of its Subsidiaries and any Cash Management Bank.

“Secured Hedge Agreement” means any interest rate Swap Contract required or permitted under Article VI or VII that is entered into by and between a Loan Party and any Hedge Bank.

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“Secured Parties” means, collectively, the Administrative Agent, each other Agent, the Lenders, the L/C Issuer, the Hedge Banks, the Cash Management Banks, each co-agent or sub-agent appointed by the Administrative Agent from time to time pursuant to Section 9.05, and the other Persons the Obligations owing to which are or are purported to be secured by the Collateral under the terms of the Collateral Documents.

“Security Agreement” has the meaning specified in Section 4.01(a)(iii).

“Security Agreement Supplement” means the “Joinder Agreement” as defined in the Security Agreement.

“Senior Notes” means senior notes of the Borrower issued on August 17, 2010 to finance a portion of the Transaction, issued and sold pursuant to the Senior Notes Documents (including any registered notes in exchange for privately placed senior notes pursuant to a registration rights agreement).

“Senior Notes Documents” means any Indenture among the Borrower, as issuer, the guarantors party thereto and a trustee with respect to the Senior Notes, the Senior Notes and all other agreements, instruments and other documents pursuant to which the Senior Notes will be issued or otherwise setting forth the terms of the Senior Notes.

“Social Security Act” means the Social Security Act of 1965.

“Solvent” and “Solvency” mean, with respect to any Person on any date of determination, that on such date (a) the fair value of the property of such Person is greater than the total amount of liabilities, including contingent liabilities, of such Person, (b) the present fair salable value of the assets of such Person is not less than the amount that will be required to pay the probable liability of such Person on its debts as they become absolute and matured, (c) such Person does not intend to, and does not believe that it will, incur debts or liabilities beyond such Person’s ability to pay such debts and liabilities as they mature, (d) such Person is not engaged in business or a transaction, and is not about to engage in business or a transaction, for which such Person’s property would constitute an unreasonably small capital, and (e) such Person is able to pay its debts and liabilities, contingent obligations and other commitments as they mature in the ordinary course of business. The amount of contingent liabilities at any time shall be computed as the amount that, in the light of all the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability.

“Specified Prepayment Debt” means any senior unsecured, senior secured or subordinated loans and/or notes of the Borrower or any other Loan Party, no part of the principal of which is required to be paid (whether by way of mandatory sinking fund, mandatory redemption, mandatory prepayment or otherwise), prior to the date that is six months after the final maturity of the Term Loans outstanding on the date on which such Indebtedness is incurred (it being understood that any required offer to purchase such Indebtedness as a result of a change of control or asset sale shall not violate the foregoing restriction) and the terms and conditions of which (other than with respect to pricing, amortization, final maturity and collateral), taken as a whole, are not materially less favorable to Borrower and its Subsidiaries than this Agreement or are otherwise reasonably acceptable to the Administrative Agent; provided that, in respect of any senior secured Indebtedness with Liens on the Collateral (which may be Liens that are pari passu with, or junior to, the Liens on the Collateral securing the Obligations) such Liens shall be Other First Liens or Junior Liens; provided further that, in respect of any subordinated Indebtedness, such Indebtedness shall be subject to customary subordination provisions reasonably satisfactory to the Administrative Agent.

“Subsidiary” of a Person means a corporation, partnership, joint venture, limited liability company or other business entity of which a majority of the shares of securities or other interests having ordinary voting power for the election of directors or other governing body (other than securities or interests having such power only by reason of the happening of a contingency) are at the time beneficially owned, or the management of which is otherwise controlled, directly, or indirectly through one or more intermediaries, or both, by such Person. Unless otherwise specified, all references herein to a “Subsidiary” or to “Subsidiaries” shall refer to a Subsidiary or Subsidiaries of the Borrower. As of the Closing Date, the Subsidiaries of the Borrower shall include the Subsidiaries of the Borrower after giving effect to the Merger.

“Surviving Corporation” has the meaning specified in the Preliminary Statements.

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“Swap Contract” means (a) any and all rate swap transactions, basis swaps, credit derivative transactions, forward rate transactions, commodity swaps, commodity options, forward commodity contracts, equity or equity index swaps or options, bond or bond price or bond index swaps or options or forward bond or forward bond price or forward bond index transactions, interest rate options, forward foreign exchange transactions, cap transactions, floor transactions, collar transactions, currency swap transactions, cross-currency rate swap transactions, currency options, spot contracts, or any other similar transactions or any combination of any of the foregoing (including any options to enter into any of the foregoing), whether or not any such transaction is governed by or subject to any master agreement, and (b) any and all transactions of any kind, and the related confirmations, which are subject to the terms and conditions of, or governed by, any form of master agreement published by the International Swaps and Derivatives Association, Inc., any International Foreign Exchange Master Agreement, or any other master agreement (any such master agreement, together with any related schedules, a “Master Agreement”), including any such obligations or liabilities under any Master Agreement.

“Swap Termination Value” means, in respect of any one or more Swap Contracts, after taking into account the effect of any legally enforceable netting agreement relating to such Swap Contracts, (a) for any date on or after the date such Swap Contracts have been closed out and termination value(s) determined in accordance therewith, such termination value(s), and (b) for any date prior to the date referenced in clause (a), the amount(s) determined as the mark-to-market value(s) for such Swap Contracts, as determined based upon one or more mid-market or other readily available quotations provided by any recognized dealer in such Swap Contracts (which may include a Lender or any Affiliate of a Lender).

“Swing Line Borrowing” means a borrowing of a Swing Line Loan pursuant to Section 2.04.

“Swing Line Lender” means Bank of America in its capacity as provider of Swing Line Loans, or any successor swing line lender hereunder.

“Swing Line Loan” has the meaning specified in Section 2.04(a).

“Swing Line Loan Notice” means a notice of a Swing Line Borrowing pursuant to Section 2.04(b), which, if in writing, shall be substantially in the form of Exhibit B.

“Swing Line Sublimit” means an amount equal to the lesser of (a) $15,000,000 and (b) the Revolving Credit Facility. The Swing Line Sublimit is part of, and not in addition to, the Revolving Credit Facility.

“Syndication Agent” means General Electric Capital Corporation, in its capacity as syndication agent.

“Synthetic Debt” means, with respect to any Person as of any date of determination thereof, all obligations of such Person in respect of transactions entered into by such Person that are intended to function primarily as a borrowing of funds (including any minority interest transactions that function primarily as a borrowing) but are not otherwise included in the definition of “Indebtedness” or as a liability on the consolidated balance sheet of such Person and its Subsidiaries in accordance with GAAP.

“Synthetic Lease Obligation” means the monetary obligation of a Person under (a) a so-called synthetic, off-balance sheet or tax retention lease, or (b) an agreement for the use or possession of property (including sale and leaseback transactions), in each case, creating obligations that do not appear on the balance sheet of such Person but which, upon the application of any Debtor Relief Laws to such Person, would be characterized as the indebtedness of such Person (without regard to accounting treatment).

“Taxes” means all present or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), assessments, fees or other charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto.

“Term A Borrowing” means a borrowing consisting of simultaneous Term A Loans of the same Type and, in the case of Eurodollar Rate Loans, having the same Interest Period made by each of the Term A Lenders pursuant to Section 2.01(a).

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“Term A Commitment” means, as to each Term A Lender, its obligation to make Term A Loans to the Borrower pursuant to Section 2.01(a) in an aggregate principal amount at any one time outstanding not to exceed the amount set forth opposite such Term A Lender’s name on Schedule 2.01 under the caption “Term A Commitment” or opposite such caption in the Assignment and Assumption pursuant to which such Term A Lender becomes a party hereto, as applicable, as such amount may be adjusted from time to time in accordance with this Agreement. As of the date hereof, the aggregate principal amount of the Term A Commitments is $200,000,000.

“Term A Facility” means, at any time, (a) on or prior to the Closing Date, the aggregate amount of the Term A Commitments at such time and (b) thereafter, the aggregate principal amount of the Term A Loans of all Term A Lenders outstanding at such time.

“Term A Lender” means (a) at any time on or prior to the Closing Date, any Lender that has a Term A Commitment at such time and (b) at any time after the Closing Date, any Lender that holds Term A Loans at such time.

“Term A Loan” means an advance made by any Term A Lender under the Term A Facility.

“Term A Note” means a promissory note made by the Borrower in favor of a Term A Lender evidencing Term A Loans made by such Term A Lender, substantially in the form of Exhibit C-1.

“Term B Borrowing” means a borrowing consisting of simultaneous Term B Loans of the same Type and, in the case of Eurodollar Rate Loans, having the same Interest Period made by each of the Term B Lenders pursuant to Section 2.01(b).

“Term B Commitment” means, as to each Term B Lender, its obligation to make Term B Loans to the Borrower pursuant to Section 2.01(b) in an aggregate principal amount at any one time outstanding not to exceed the amount set forth opposite such Lender’s name on Schedule 2.01 under the caption “Term B Commitment” or opposite such caption in the Assignment and Assumption pursuant to which such Term B Lender becomes a party hereto, as applicable, as such amount may be adjusted from time to time in accordance with this Agreement. As of the date hereof, the aggregate principal amount of the Term B Commitments is $550,000,000.

“Term B Facility” means, at any time, (a) on or prior to the Closing Date, the aggregate amount of the Term B Commitments at such time and (b) thereafter, the aggregate principal amount of the Term B Loans of all Term B Lenders outstanding at such time.

“Term B Lender” means at any time, (a) on or prior to the Closing Date, any Lender that has a Term B Commitment at such time and (b) at any time after the Closing Date, any Lender that holds Term B Loans at such time.

“Term B Loan” means an advance made by any Term B Lender under the Term B Facility.

“Term B Note” means a promissory note made by the Borrower in favor of a Term B Lender, evidencing Term B Loans made by such Term B Lender, substantially in the form of Exhibit C-1.

“Term Borrowing” means either a Term A Borrowing or a Term B Borrowing.

“Term Commitment” means either a Term A Commitment or a Term B Commitment.

“Term Facilities” means, at any time, the Term A Facility and the Term B Facility.

“Term Lender” means, at any time, a Term A Lender or a Term B Lender.

“Term Loan” means a Term A Loan or a Term B Loan.

“Threshold Amount” means $20,000,000.

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“Total Revolving Credit Outstandings” means the aggregate Outstanding Amount of all Revolving Credit Loans, Swing Line Loans and L/C Obligations.

“Total Outstandings” means the aggregate Outstanding Amount of all Loans and all L/C Obligations.

“Transaction” means, collectively, (a) the consummation of the Merger, (b) the issuance and sale of the Senior Notes, (c) the entering into by the Loan Parties and their applicable Subsidiaries of the Loan Documents, the Senior Notes Documents and the Related Documents to which they are or are intended to be a party, (d) the Refinancing and (e) the payment of the fees and expenses incurred in connection with the consummation of the foregoing.

“Transactions Rule” has the meaning specified in Section 5.27(a).

“Tricare” means the health care program administered by the Department of Defense that provides health care benefits to members of the military, military retirees, certain members of the military reserve, and their dependents.

“Type” means, with respect to a Loan, its character as a Base Rate Loan or a Eurodollar Rate Loan.

“UCC” means the Uniform Commercial Code as in effect in the State of New York; provided that, if perfection or the effect of perfection or non-perfection or the priority of any security interest in any Collateral is governed by the Uniform Commercial Code as in effect in a jurisdiction other than the State of New York, “UCC” means the Uniform Commercial Code as in effect from time to time in such other jurisdiction for purposes of the provisions hereof relating to such perfection, effect of perfection or non-perfection or priority.

“United States” and “U.S.” mean the United States of America.

“Unreimbursed Amount” has the meaning specified in Section 2.03(c)(i).

“U.S. Loan Party” means any Loan Party that is organized under the laws of one of the states of the United States of America and that is not a CFC.

1.02. Other Interpretive Provisions. With reference to this Agreement and each other Loan Document, unless otherwise specified herein or in such other Loan Document:

(a) The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” The word “will” shall be construed to have the same meaning and effect as the word “shall.” Unless the context requires otherwise, (i) any definition of or reference to any agreement, instrument or other document (including any Organization Document) shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein or in any other Loan Document), (ii) any reference herein to any Person shall be construed to include such Person’s successors and assigns, (iii) the words “hereto,” “herein,” “hereof” and “hereunder,” and words of similar import when used in any Loan Document, shall be construed to refer to such Loan Document in its entirety and not to any particular provision thereof, (iv) all references in a Loan Document to Articles, Sections, Preliminary Statements, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Preliminary Statements, Exhibits and Schedules to, the Loan Document in which such references appear, (v) any reference to any law shall include all statutory and regulatory provisions consolidating, amending, replacing or interpreting such law and any reference to any law or regulation shall, unless otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to time, and (vi) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights.

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(b) In the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including”; the words “to” and “until” each mean “to but excluding”; and the word “through” means “to and including.”

(c) Section headings herein and in the other Loan Documents are included for convenience of reference only and shall not affect the interpretation of this Agreement or any other Loan Document.

(d) When used herein, the phrase “to the knowledge of” (or words of similar import), when applied to the Borrower or any Guarantors, shall mean the actual knowledge of any Responsible Officer thereof or such knowledge that a Responsible Officer should have in the carrying out of his or her duties with ordinary care.

1.03. Accounting Terms.

(a) Generally. All accounting terms not specifically or completely defined herein shall be construed in conformity with, and all financial data (including financial ratios and other financial calculations) required to be submitted pursuant to this Agreement shall be prepared in conformity with, GAAP applied on a consistent basis, as in effect from time to time, applied in a manner consistent with that used in preparing the Audited Financial Statements, except as otherwise specifically prescribed herein. Notwithstanding the foregoing, for purposes of determining compliance with any covenant (including the computation of any financial covenant) contained herein, Indebtedness of the Borrower and its Subsidiaries shall be deemed to be carried at 100% of the outstanding principal amount thereof, and the effects of FASB ASC 825 and FASB ASC 470-20 on financial liabilities shall be disregarded.

(b) Changes in GAAP. If at any time any change in GAAP would affect the computation of any financial ratio or requirement set forth in any Loan Document, and either the Borrower or the Required Lenders shall so request, the Administrative Agent, the Lenders and the Borrower shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP (subject to the approval of the Required Lenders); provided that, until so amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (ii) the Borrower shall provide to the Administrative Agent and the Lenders financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such change in GAAP.

1.04. Rounding. Any financial ratios required to be maintained by the Borrower pursuant to this Agreement shall be calculated by dividing the appropriate component by the other component, carrying the result to one place more than the number of places by which such ratio is expressed herein and rounding the result up or down to the nearest number (with a rounding-up if there is no nearest number).

1.05. Times of Day. Unless otherwise specified, all references herein to times of day shall be references to Eastern time (daylight or standard, as applicable).

1.06. Letter of Credit Amounts. Unless otherwise specified herein, the amount of a Letter of Credit at any time shall be deemed to be the stated amount of such Letter of Credit in effect at such time; provided, however, that with respect to any Letter of Credit that, by its terms or the terms of any Issuer Document related thereto, provides for one or more automatic increases in the stated amount thereof, the amount of such Letter of Credit shall be deemed to be the maximum stated amount of such Letter of Credit after giving effect to all such increases, whether or not such maximum stated amount is in effect at such time.

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ARTICLE II

THE COMMITMENTS AND CREDIT EXTENSIONS

2.01. The Loans.

(a) The Term A Borrowing. Subject to the terms and conditions set forth herein, each Term A Lender severally agrees to make a single loan to the Borrower on the Closing Date in an amount not to exceed such Term A Lender’s Term A Commitment Percentage of the Term A Facility. The Term A Borrowing shall consist of Term A Loans made simultaneously by the Term A Lenders in accordance with their respective Applicable Percentage of the Term A Facility. Amounts borrowed under this Section 2.01(a) and repaid or prepaid may not be reborrowed. Term A Loans may be Base Rate Loans or Eurodollar Rate Loans, as further provided herein.

(b) The Term B Borrowing. Subject to the terms and conditions set forth herein, each Term B Lender severally agrees to make a single loan to the Borrower on the Closing Date in an amount not to exceed such Term B Lender’s Term B Commitment. The Term B Borrowing shall consist of Term B Loans made simultaneously by the Term B Lenders in accordance with their respective Term B Commitments. Amounts borrowed under this Section 2.01(b) and repaid or prepaid may not be reborrowed. Term B Loans may be Base Rate Loans or Eurodollar Rate Loans as further provided herein.

(c) The Revolving Credit Borrowings. Subject to the terms and conditions set forth herein, each Revolving Credit Lender severally agrees to make loans (each such loan, a “Revolving Credit Loan”) to the Borrower from time to time, on any Business Day during the Availability Period, in an aggregate amount not to exceed at any time outstanding the amount of such Lender’s Revolving Credit Commitment; provided, however, that after giving effect to any Revolving Credit Borrowing, (i) the Total Revolving Credit Outstandings shall not exceed the Revolving Credit Facility, and (ii) the aggregate Outstanding Amount of the Revolving Credit Loans of any Lender, plus such Revolving Credit Lender’s Applicable Revolving Credit Percentage of the Outstanding Amount of all L/C Obligations, plus such Revolving Credit Lender’s Applicable Revolving Credit Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed such Revolving Credit Lender’s Revolving Credit Commitment; provided, further, that the aggregate amount of Revolving Credit Loans made on the Closing Date shall not exceed $30,000,000 Within the limits of each Revolving Credit Lender’s Revolving Credit Commitment, and subject to the other terms and conditions hereof, the Borrower may borrow under this Section 2.01(c), prepay under Section 2.05, and reborrow under this Section 2.01(c); Revolving Credit Loans may be Base Rate Loans or Eurodollar Rate Loans, as further provided herein.

2.02. Borrowings, Conversions and Continuations of Loans.

(a) Each Term A Borrowing, each Term B Borrowing, each Revolving Credit Borrowing, each conversion of Term Loans or Revolving Credit Loans from one Type to the other, and each continuation of Eurodollar Rate Loans shall be made upon the Borrower’s irrevocable notice to the Administrative Agent, which may be given by telephone. Each such notice must be received by the Administrative Agent not later than 12:00 noon. (i) three Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Eurodollar Rate Loans or of any conversion of Eurodollar Rate Loans to Base Rate Loans, and (ii) on the requested date of any Borrowing of Base Rate Loans; provided, however, that if the Borrower wishes to request Eurodollar Rate Loans having an Interest Period other than one, two, three or six months in duration as provided in the definition of “Interest Period,” the applicable notice must be received by the Administrative Agent not later than 12:00 noon four Business Days prior to the requested date of such Borrowing, conversion or continuation, whereupon the Administrative Agent shall give prompt notice to the Appropriate Lenders of such request and determine whether the requested Interest Period is acceptable to all of them. Not later than 12:00 noon, three Business Days before the requested date of such Borrowing, conversion or continuation, the Administrative Agent shall notify the Borrower (which notice may be by telephone) whether or not the requested Interest Period has been consented to by all the Lenders. Each telephonic notice by the Borrower pursuant to this Section 2.02(a) must be confirmed promptly by delivery to the Administrative Agent of a written Committed Loan Notice, appropriately completed and signed by a Responsible

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Officer of the Borrower. Each Borrowing of, conversion to or continuation of Eurodollar Rate Loans shall be in a principal amount of $3,000,000 or a whole multiple of $1,000,000 in excess thereof or, if less, the entire principal amount thereof then outstanding. Except as provided in Sections 2.03(c) and 2.04(c), each Borrowing of or conversion to Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, if less, the entire principal amount thereof then outstanding. Each Committed Loan Notice (whether telephonic or written) shall specify (i) whether the Borrower is requesting a Term A Borrowing, a Term B Borrowing, a Revolving Credit Borrowing, a conversion of Term Loans or Revolving Credit Loans from one Type to the other, or a continuation of Eurodollar Rate Loans, (ii) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (iii) the principal amount of Loans to be borrowed, converted or continued, (iv) the Type of Loans to be borrowed or to which existing Term Loans or Revolving Credit Loans are to be converted, and (v) if applicable, the duration of the Interest Period with respect thereto. If the Borrower fails to specify a Type of Loan in a Committed Loan Notice or if the Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Term Loans or Revolving Credit Loans shall be made as, or converted to, Base Rate Loans. Any such automatic conversion to Base Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Eurodollar Rate Loans. If the Borrower requests a Borrowing of, conversion to, or continuation of Eurodollar Rate Loans in any such Committed Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. Notwithstanding anything to the contrary herein, a Swing Line Loan may not be converted to a Eurodollar Rate Loan.

(b) Following receipt of a Committed Loan Notice, the Administrative Agent shall promptly notify each Lender of the amount of its Applicable Percentage under the applicable Facility of the applicable Term A Loans, Term B Loans or Revolving Credit Loans, and if no timely notice of a conversion or continuation is provided by the Borrower, the Administrative Agent shall notify each Lender of the details of any automatic conversion to Base Rate Loans described in Section 2.02(a). In the case of a Term A Borrowing, a Term B Borrowing or a Revolving Credit Borrowing, each Appropriate Lender shall make the amount of its Loan available to the Administrative Agent in immediately available funds at the Administrative Agent’s Office not later than 3:00 p.m. on the Business Day specified in the applicable Committed Loan Notice. Upon satisfaction of the applicable conditions set forth in Section 4.02 (and, if such Borrowing is the initial Credit Extension, Section 4.01), the Administrative Agent shall make all funds so received available to the Borrower in like funds as received by the Administrative Agent either by (i) crediting the account of the Borrower on the books of Bank of America with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the Administrative Agent by the Borrower; provided, however, that if, on the date a Committed Loan Notice with respect to a Revolving Credit Borrowing is given by the Borrower, there are L/C Borrowings outstanding, then the proceeds of such Revolving Credit Borrowing, first, shall be applied to the payment in full of any such L/C Borrowings, and second, shall be made available to the Borrower as provided above.

(c) Except as otherwise provided herein, a Eurodollar Rate Loan may be continued or converted only on the last day of an Interest Period for such Eurodollar Rate Loan. During the existence of a Default, no Loans may be requested as, converted to or continued as Eurodollar Rate Loans without the consent of the Required Lenders.

(d) The Administrative Agent shall promptly notify the Borrower and the Lenders of the interest rate applicable to any Interest Period for Eurodollar Rate Loans upon determination of such interest rate. At any time that Base Rate Loans are outstanding, the Administrative Agent shall notify the Borrower and the Lenders of any change in Bank of America’s prime rate used in determining the Base Rate promptly following the public announcement of such change.

(e) After giving effect to all Term A Borrowings, all conversions of Term A Loans from one Type to the other, and all continuations of Term A Loans as the same Type, there shall not be more than six Interest Periods in effect in respect of the Term A Facility. After giving effect to all Term B Borrowings, all conversions of Term B Loans from one Type to the other, and all continuations of Term B Loans as the same Type, there shall not be more than six Interest Periods in effect in respect of the Term B Facility. After giving effect to all Revolving Credit Borrowings, all conversions of Revolving Credit Loans from one Type to the other, and all continuations of Revolving Credit Loans as the same Type, there shall not be more than six Interest Periods in effect in respect of the Revolving Credit Facility.

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(f) Anything in this Section 2.02 to the contrary notwithstanding, the Borrower may not select the Eurodollar Rate for the initial Credit Extension.

2.03. Letters of Credit; The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) the L/C Issuer (identified in clause (i) of the definition of “L/C Issuer” as to the following clause (i)) agrees, in reliance upon the agreements of the Revolving Credit Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit for the account of the Borrower or its Subsidiaries, and to amend or extend Letters of Credit previously issued by it, in accordance with Section 2.03(b), and (2) to honor drawings under the Letters of Credit; and (B) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or its Subsidiaries and any drawings thereunder; provided that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (x) the Total Revolving Credit Outstandings shall not exceed the Revolving Credit Facility, (y) the aggregate Outstanding Amount of the Revolving Credit Loans of any Revolving Credit Lender, plus such Lender’s Applicable Revolving Credit Percentage of the Outstanding Amount of all L/C Obligations, plus such Lender’s Applicable Revolving Credit Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s Revolving Credit Commitment, and (z) the Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit Sublimit. Each request by the Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. All Existing Letters of Credit shall be deemed to have been issued pursuant hereto, and from and after the Closing Date shall be subject to and governed by the terms and conditions hereof; provided, however, that within 90 days after the date hereof such Existing Letters of Credit shall be replaced with Letters of Credit issued by the L/C Issuer identified in clause (i) of the definition.

(ii) The L/C Issuer shall not issue any Letter of Credit if:

(A) subject to Section 2.03(b)(iii), the expiry date of such requested Letter of Credit would occur more than twelve months after the date of issuance or last extension; or

(B) the expiry date of the requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless all the Revolving Credit Lenders have approved such expiry date.

(iii) The L/C Issuer shall not be under any obligation to issue any Letter of Credit if:

(A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the L/C Issuer from issuing the Letter of Credit, or any Law applicable to the L/C Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the L/C Issuer shall prohibit, or request that the L/C Issuer refrain from, the issuance of letters of credit generally or the Letter of Credit in particular or shall impose upon the L/C Issuer with respect to the Letter of Credit any restriction, reserve or capital requirement (for which the L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon the L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the L/C Issuer in good faith deems material to it;

(B) the issuance of the Letter of Credit would violate one or more policies of the L/C Issuer applicable to letters of credit generally;

(C) except as otherwise agreed by the Administrative Agent and the L/C Issuer, the Letter of Credit is in an initial stated amount less than $100,000;

(D) the Letter of Credit is to be denominated in a currency other than Dollars;

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(E) any Lender is at that time a Defaulting Lender, unless the L/C Issuer has entered into arrangements, including the delivery of Cash Collateral, satisfactory to the L/C Issuer (in its sole discretion) with the Borrower or such Lender to eliminate the L/C Issuer’s actual or potential Fronting Exposure (after giving effect to Section 2.16(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other L/C Obligations as to which the L/C Issuer has actual or potential Fronting Exposure, as it may elect in its sole discretion; or

(F) the Letter of Credit contains any provisions for automatic reinstatement of the stated amount after any drawing thereunder.

(iv) The L/C Issuer shall not amend any Letter of Credit if the L/C Issuer would not be permitted at such time to issue such Letter of Credit in its amended form under the terms hereof.

(v) The L/C Issuer shall be under no obligation to amend any Letter of Credit if (A) the L/C Issuer would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit.

(vi) The L/C Issuer shall act on behalf of the Revolving Credit Lenders with respect to any Letters of Credit issued by it and the documents associated therewith, and the L/C Issuer shall have all of the benefits and immunities (A) provided to the Administrative Agent in Article IX with respect to any acts taken or omissions suffered by the L/C Issuer in connection with Letters of Credit issued by it or proposed to be issued by it and Issuer Documents pertaining to such Letters of Credit as fully as if the term “Administrative Agent” as used in Article IX included the L/C Issuer with respect to such acts or omissions, and (B) as additionally provided herein with respect to the L/C Issuer.

(b) Procedures for Issuance and Amendment of Letters of Credit; Auto-Extension Letters of Credit. (i) Each Letter of Credit shall be issued or amended, as the case may be, upon the request of the Borrower delivered to the L/C Issuer identified in clause (i) of the definition thereof (with a copy to the Administrative Agent) in the form of a Letter of Credit Application, appropriately completed and signed by a Responsible Officer of the Borrower. Such Letter of Credit Application must be received by the L/C Issuer and the Administrative Agent not later than 12:00 noon at least two Business Days (or such later date and time as the Administrative Agent and the L/C Issuer may agree in a particular instance in their sole discretion) prior to the proposed issuance date or date of amendment, as the case may be. In the case of a request for an initial issuance of a Letter of Credit, such Letter of Credit Application shall specify in form and detail satisfactory to the L/C Issuer: (A) the proposed issuance date of the requested Letter of Credit (which shall be a Business Day); (B) the amount thereof; (C) the expiry date thereof; (D) the name and address of the beneficiary thereof; (E) the documents to be presented by such beneficiary in case of any drawing thereunder; (F) the full text of any certificate to be presented by such beneficiary in case of any drawing thereunder; (G) the purpose and nature of the requested Letter of Credit; and (H) such other matters as the L/C Issuer may reasonably require. In the case of a request for an amendment of any outstanding Letter of Credit, such Letter of Credit Application shall specify in form and detail satisfactory to the L/C Issuer (1) the Letter of Credit to be amended; (2) the proposed date of amendment thereof (which shall be a Business Day); (3) the nature of the proposed amendment; and (4) such other matters as the L/C Issuer may reasonably require. Additionally, the Borrower shall furnish to the L/C Issuer and the Administrative Agent such other documents and information pertaining to such requested Letter of Credit issuance or amendment, including any Issuer Documents, as the L/C Issuer or the Administrative Agent may reasonably require.

(ii) Promptly after receipt of any Letter of Credit Application, the L/C Issuer identified in clause (i) of the definition thereof will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has received a copy of such Letter of Credit Application from the Borrower and, if not, the L/C Issuer will provide the Administrative Agent with a copy thereof. Unless the L/C Issuer has received written notice from any Revolving Credit Lender, the Administrative Agent or any Loan Party, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Article IV shall not then be satisfied, then, subject to the terms and conditions hereof, the L/C Issuer shall, on the requested date, issue a Letter of Credit for the account of the Borrower (or the applicable Subsidiary) or enter into the applicable amendment, as the case may be, in each case in accordance with the L/C Issuer’s usual and customary business practices. Immediately upon the issuance of each Letter of Credit, each Revolving Credit

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Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the L/C Issuer a risk participation in such Letter of Credit in an amount equal to the product of such Revolving Credit Lender’s Applicable Revolving Credit Percentage times the amount of such Letter of Credit.

(iii) If the Borrower so requests in any applicable Letter of Credit Application, the L/C Issuer may, in its sole discretion, agree to issue a Letter of Credit that has automatic extension provisions (each, an “Auto-Extension Letter of Credit”); provided that any such Auto-Extension Letter of Credit must permit the L/C Issuer to prevent any such extension at least once in each twelve-month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day (the “Non-Extension Notice Date”) in each such twelve-month period to be agreed upon at the time such Letter of Credit is issued. Unless otherwise directed by the L/C Issuer, the Borrower shall not be required to make a specific request to the L/C Issuer for any such extension. Once an Auto-Extension Letter of Credit has been issued, the Revolving Credit Lenders shall be deemed to have authorized (but may not require) the L/C Issuer to permit the extension of such Letter of Credit at any time to an expiry date not later than the Letter of Credit Expiration Date; provided, however, that the L/C Issuer shall not permit any such extension if (A) the L/C Issuer has determined that it would not be permitted, or would have no obligation at such time to issue such Letter of Credit in its revised form (as extended) under the terms hereof (by reason of the provisions of clause (ii) or (iii) of Section 2.03(a) or otherwise), or (B) it has received notice (which may be by telephone or in writing) on or before the day that is seven Business Days before the Non-Extension Notice Date (1) from the Administrative Agent that the Required Revolving Lenders have elected not to permit such extension or (2) from the Administrative Agent, any Revolving Credit Lender or the Borrower that one or more of the applicable conditions specified in Section 4.02 is not then satisfied, and in each such case directing the L/C Issuer not to permit such extension.

(iv) If the Borrower so requests in any applicable Letter of Credit Application, the L/C Issuer may, in its sole discretion, agree to issue a Letter of Credit that permits the automatic reinstatement of all or a portion of the stated amount thereof after any drawing thereunder (each, an “Auto-Reinstatement Letter of Credit”). Unless otherwise directed by the L/C Issuer, the Borrower shall not be required to make a specific request to the L/C Issuer to permit such reinstatement. Once an Auto-Reinstatement Letter of Credit has been issued, except as provided in the following sentence, the Revolving Credit Lenders shall be deemed to have authorized (but may not require) the L/C Issuer to reinstate all or a portion of the stated amount thereof in accordance with the provisions of such Letter of Credit. Notwithstanding the foregoing, if such Auto-Reinstatement Letter of Credit permits the L/C Issuer to decline to reinstate all or any portion of the stated amount thereof after a drawing thereunder by giving notice of such non-reinstatement within a specified number of days after such drawing (the “Non-Reinstatement Deadline”), the L/C Issuer shall not permit such reinstatement if it has received a notice (which may be by telephone or in writing) on or before the day that is seven Business Days before the Non-Reinstatement Deadline (A) from the Administrative Agent that the Required Revolving Lenders have elected not to permit such reinstatement or (B) from the Administrative Agent, any Lender or the Borrower that one or more of the applicable conditions specified in Section 4.02 is not then satisfied (treating such reinstatement as an L/C Credit Extension for purposes of this clause) and, in each case, directing the L/C Issuer not to permit such reinstatement.

(v) Promptly after its delivery of any Letter of Credit or any amendment to a Letter of Credit to an advising bank with respect thereto or to the beneficiary thereof, the L/C Issuer will also deliver to the Borrower and the Administrative Agent a true and complete copy of such Letter of Credit or amendment.

(c) Drawings and Reimbursements; Funding of Participations. (i) Upon receipt from the beneficiary of any Letter of Credit of any notice of a drawing under such Letter of Credit, the L/C Issuer shall notify the Borrower and the Administrative Agent thereof. Not later than 12:00 noon on the date of any payment by the L/C Issuer under a Letter of Credit (each such date, an “Honor Date”), the Borrower shall reimburse the L/C Issuer through the Administrative Agent in an amount equal to the amount of such drawing. If the Borrower fails to so reimburse the L/C Issuer by such time, the Administrative Agent shall promptly notify each Revolving Credit Lender of the Honor Date, the amount of the unreimbursed drawing (the “Unreimbursed Amount”), and the amount of such Revolving Credit Lender’s Applicable Revolving Credit Percentage thereof. In such event, the Borrower shall be deemed to have requested a Revolving Credit Borrowing of Base Rate Loans to be disbursed on the Honor Date in an amount equal to the Unreimbursed Amount, without regard to the minimum and multiples specified in Section 2.02 for the principal amount of Base Rate Loans, but subject to the amount of the unutilized portion of the Revolving Credit Commitments and the conditions set forth in Section 4.02 (other than the delivery of a Committed

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Loan Notice). Any notice given by the L/C Issuer or the Administrative Agent pursuant to this Section 2.03(c)(i) may be given by telephone if immediately confirmed in writing; provided that the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice.

(ii) Each Revolving Credit Lender shall upon any notice pursuant to Section 2.03(c)(i) make funds available (and the Administrative Agent may apply Cash Collateral provided for this purpose) for the account of the L/C Issuer at the Administrative Agent’s Office in an amount equal to its Applicable Revolving Credit Percentage of the Unreimbursed Amount not later than 3:00 p.m. on the Business Day specified in such notice by the Administrative Agent, whereupon, subject to the provisions of Section 2.03(c)(iii), each Revolving Credit Lender that so makes funds available shall be deemed to have made a Base Rate Loan to the Borrower in such amount. The Administrative Agent shall remit the funds so received to the L/C Issuer.

(iii) With respect to any Unreimbursed Amount that is not fully refinanced by a Revolving Credit Borrowing of Base Rate Loans because the conditions set forth in Section 4.02 cannot be satisfied or for any other reason, the Borrower shall be deemed to have incurred from the L/C Issuer an L/C Borrowing in the amount of the Unreimbursed Amount that is not so refinanced, which L/C Borrowing shall be due and payable on demand (together with interest) and shall bear interest at the Default Rate. In such event, each Revolving Credit Lender’s payment to the Administrative Agent for the account of the L/C Issuer pursuant to Section 2.03(c)(ii) shall be deemed payment in respect of its participation in such L/C Borrowing and shall constitute an L/C Advance from such Lender in satisfaction of its participation obligation under this Section 2.03.

(iv) Until each Revolving Credit Lender funds its Revolving Credit Loan or L/C Advance pursuant to this Section 2.03(c) to reimburse the L/C Issuer for any amount drawn under any Letter of Credit, interest in respect of such Lender’s Applicable Revolving Credit Percentage of such amount shall be solely for the account of the L/C Issuer.

(v) Each Revolving Credit Lender’s obligation to make Revolving Credit Loans or L/C Advances to reimburse the L/C Issuer for amounts drawn under Letters of Credit, as contemplated by this Section 2.03(c), shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right which such Lender may have against the L/C Issuer, the Borrower or any other Person for any reason whatsoever; (B) the occurrence or continuance of a Default, or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided, however, that each Revolving Credit Lender’s obligation to make Revolving Credit Loans pursuant to this Section 2.03(c) is subject to the conditions set forth in Section 4.02 (other than delivery by the Borrower of a Committed Loan Notice ). No such making of an L/C Advance shall relieve or otherwise impair the obligation of the Borrower to reimburse the L/C Issuer for the amount of any payment made by the L/C Issuer under any Letter of Credit, together with interest as provided herein.

(vi) If any Revolving Credit Lender fails to make available to the Administrative Agent for the account of the L/C Issuer any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.03(c) by the time specified in Section 2.03(c)(ii), then, without limiting the other provisions of this Agreement, the L/C Issuer shall be entitled to recover from such Lender (acting through the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to the L/C Issuer at a rate per annum equal to the greater of the Federal Funds Rate and a rate determined by the L/C Issuer in accordance with banking industry rules on interbank compensation, plus any administrative, processing or similar fees customarily charged by the L/C Issuer in connection with the foregoing. If such Lender pays such amount (with interest and fees as aforesaid), the amount so paid shall constitute such Lender’s Revolving Credit Loan included in the relevant Revolving Credit Borrowing or L/C Advance in respect of the relevant L/C Borrowing, as the case may be. A certificate of the L/C Issuer submitted to any Revolving Credit Lender (through the Administrative Agent) with respect to any amounts owing under this Section 2.03(c)(vi) shall be conclusive absent manifest error.

(d) Repayment of Participations. (i) At any time after the L/C Issuer has made a payment under any Letter of Credit and has received from any Revolving Credit Lender such Lender’s L/C Advance in respect of such payment in accordance with Section 2.03(c), if the Administrative Agent receives for the account of the L/C Issuer any payment in respect of the related Unreimbursed Amount or interest thereon (whether directly from the Borrower or otherwise, including proceeds of Cash Collateral applied thereto by the Administrative Agent), the Administrative Agent will distribute to such Lender its Applicable Revolving Credit Percentage thereof in the same funds as those received by the Administrative Agent.

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(ii) If any payment received by the Administrative Agent for the account of the L/C Issuer pursuant to Section 2.03(c)(i) is required to be returned under any of the circumstances described in Section 10.05 (including pursuant to any settlement entered into by the L/C Issuer in its discretion), each Revolving Credit Lender shall pay to the Administrative Agent for the account of the L/C Issuer its Applicable Revolving Credit Percentage thereof on demand of the Administrative Agent, plus interest thereon from the date of such demand to the date such amount is returned by such Lender, at a rate per annum equal to the Federal Funds Rate from time to time in effect. The obligations of the Lenders under this clause shall survive the payment in full of the Obligations and the termination of this Agreement.

(e) Obligations Absolute. The obligation of the Borrower to reimburse the L/C Issuer for each drawing under each Letter of Credit and to repay each L/C Borrowing shall be absolute, unconditional and irrevocable, and shall be paid strictly in accordance with the terms of this Agreement under all circumstances, including the following:

(i) any lack of validity or enforceability of such Letter of Credit, this Agreement, or any other Loan Document;

(ii) the existence of any claim, counterclaim, setoff, defense or other right that the Borrower or any Subsidiary may have at any time against any beneficiary or any transferee of such Letter of Credit (or any Person for whom any such beneficiary or any such transferee may be acting), the L/C Issuer or any other Person, whether in connection with this Agreement, the transactions contemplated hereby or by such Letter of Credit or any agreement or instrument relating thereto, or any unrelated transaction;

(iii) any draft, demand, certificate or other document presented under such Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; or any loss or delay in the transmission or otherwise of any document required in order to make a drawing under such Letter of Credit;

(iv) any payment by the L/C Issuer under such Letter of Credit against presentation of a draft or certificate that does not strictly comply with the terms of such Letter of Credit; or any payment made by the L/C Issuer under such Letter of Credit to any Person purporting to be a trustee in bankruptcy, debtor-in-possession, assignee for the benefit of creditors, liquidator, receiver or other representative of or successor to any beneficiary or any transferee of such Letter of Credit, including any arising in connection with any proceeding under any Debtor Relief Law; or

(v) any other circumstance or happening whatsoever, whether or not similar to any of the foregoing, including any other circumstance that might otherwise constitute a defense available to, or a discharge of, the Borrower or any of its Subsidiaries.

The Borrower shall promptly examine a copy of each Letter of Credit and each amendment thereto that is delivered to it and, in the event of any claim of noncompliance with the Borrower’s instructions or other irregularity, the Borrower will immediately notify the L/C Issuer. The Borrower shall be conclusively deemed to have waived any such claim against the L/C Issuer and its correspondents unless such notice is given as aforesaid.

(f) Role of L/C Issuer. Each Lender and the Borrower agree that, in paying any drawing under a Letter of Credit, the L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of the L/C Issuer, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of the L/C Issuer shall be liable to any Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Revolving Credit Lenders or the Required Revolving Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution,

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effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Issuer Document. The Borrower hereby assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided, however, that this assumption is not intended to, and shall not, preclude the Borrower’s pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. None of the L/C Issuer, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of the L/C Issuer shall be liable or responsible for any of the matters described in clauses (i) through (v) of Section 2.03(e); provided, however, that anything in such clauses to the contrary notwithstanding, the Borrower may have a claim against the L/C Issuer, and the L/C Issuer may be liable to the Borrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by the Borrower which the Borrower proves were caused by the L/C Issuer’s willful misconduct or gross negligence or the L/C Issuer’s willful failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit. In furtherance and not in limitation of the foregoing, the L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and the L/C Issuer shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason.

(g) Applicability of ISP. Unless otherwise expressly agreed by the L/C Issuer and the Borrower when a Letter of Credit is issued (including any such agreement applicable to an Existing Letter of Credit), the rules of the ISP shall apply to each Letter of Credit.

(h) Letter of Credit Fees. The Borrower shall pay to the Administrative Agent for the account of each Revolving Credit Lender in accordance with its Applicable Revolving Credit Percentage a Letter of Credit fee (the “Letter of Credit Fee”) for each Letter of Credit equal to the Applicable Rate for Loans that are Eurodollar Rate Loans times the daily amount available to be drawn under such Letter of Credit; provided, however, any Letter of Credit Fees otherwise payable for the account of a Defaulting Lender with respect to any Letter of Credit as to which such Defaulting Lender has not provided Cash Collateral satisfactory to the L/C Issuer pursuant to this Section 2.04 shall be payable, to the maximum extent permitted by applicable Law, to the other Lenders in accordance with the upward adjustments in their respective Applicable Percentages allocable to such Letter of Credit pursuant to Section 2.16(a)(iv), with the balance of such fee, if any, payable to the L/C Issuer for its own account. For purposes of computing the daily amount available to be drawn under any Letter of Credit, the amount of such Letter of Credit shall be determined in accordance with Section 1.06. Letter of Credit Fees shall be (i) due and payable on the first Business Day after the end of each March, June, September and December, commencing with the first such date to occur after the issuance of such Letter of Credit, on the Letter of Credit Expiration Date and thereafter on demand and (ii) computed on a quarterly basis in arrears. If there is any change in the Applicable Rate during any quarter, the daily amount available to be drawn under each Letter of Credit shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect. Notwithstanding anything to the contrary contained herein, upon the request of the Required Revolving Lenders, while any Event of Default exists, all Letter of Credit Fees shall accrue at the Default Rate.

(i) Fronting Fee and Documentary and Processing Charges Payable to L/C Issuer. The Borrower shall pay directly to the L/C Issuer for its own account a fronting fee with respect to each Letter of Credit, at the rate per annum of 0.25%, computed on the daily amount available to be drawn under such Letter of Credit on a quarterly basis in arrears. Such fronting fee shall be due and payable on the tenth Business Day after the end of each March, June, September and December in respect of the most recently-ended quarterly period (or portion thereof, in the case of the first payment), commencing with the first such date to occur after the issuance of such Letter of Credit, on the Letter of Credit Expiration Date and thereafter on demand. For purposes of computing the daily amount available to be drawn under any Letter of Credit, the amount of such Letter of Credit shall be determined in accordance with Section 1.06. In addition, the Borrower shall pay directly to the L/C Issuer for its own account the customary issuance, presentation, amendment and other processing fees, and other standard costs and charges, of the L/C Issuer relating to letters of credit as from time to time in effect. Such customary fees and standard costs and charges are due and payable on demand and are nonrefundable.

(j) Conflict with Issuer Documents. In the event of any conflict between the terms hereof and the terms of any Issuer Document, the terms hereof shall control.

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(k) Letters of Credit Issued for Subsidiaries. Notwithstanding that a Letter of Credit issued or outstanding hereunder is in support of any obligations of, or is for the account of, a Subsidiary, the Borrower shall be obligated to reimburse the L/C Issuer hereunder for any and all drawings under such Letter of Credit. The Borrower hereby acknowledges that the issuance of Letters of Credit for the account of Subsidiaries inures to the benefit of the Borrower, and that the Borrower’s business derives substantial benefits from the businesses of such Subsidiaries.

2.04. Swing Line Loans.

(a) The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line Lender, in reliance upon the agreements of the other Lenders set forth in this Section 2.04, shall make loans (each such loan, a “Swing Line Loan”) to the Borrower from time to time on any Business Day during the Availability Period in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Applicable Revolving Credit Percentage of the Outstanding Amount of Revolving Credit Loans and L/C Obligations of the Lender acting as Swing Line Lender, may exceed the amount of such Lender’s Revolving Credit Commitment; provided, however, that after giving effect to any Swing Line Loan, (i) the Total Revolving Credit Outstandings shall not exceed the Revolving Credit Facility at such time, and (ii) the aggregate Outstanding Amount of the Revolving Credit Loans of any Revolving Credit Lender at such time, plus such Revolving Credit Lender’s Applicable Revolving Credit Percentage of the Outstanding Amount of all L/C Obligations at such time, plus such Revolving Credit Lender’s Applicable Revolving Credit Percentage of the Outstanding Amount of all Swing Line Loans at such time shall not exceed such Lender’s Revolving Credit Commitment, and provided further that the Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrower may borrow under this Section 2.04, prepay under Section 2.05, and reborrow under this Section 2.04. Each Swing Line Loan shall bear interest only at a rate based on the Base Rate. Immediately upon the making of a Swing Line Loan, each Revolving Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Revolving Credit Lender’s Applicable Revolving Credit Percentage times the amount of such Swing Line Loan.

(b) Borrowing Procedures. Each Swing Line Borrowing shall be made upon the Borrower’s irrevocable notice to the Swing Line Lender and the Administrative Agent, which may be given by telephone. Each such notice must be received by the Swing Line Lender and the Administrative Agent not later than 2:00 p.m. Eastern Time on the requested borrowing date, and shall specify (i) the amount to be borrowed, which shall be a minimum of $500,000, and (ii) the requested borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by delivery to the Swing Line Lender and the Administrative Agent of a written Swing Line Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower. Promptly after receipt by the Swing Line Lender of any telephonic Swing Line Loan Notice, the Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Loan Notice and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Credit Lender) prior to 2:00 p.m. on the date of the proposed Swing Line Borrowing (A) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a), or (B) that one or more of the applicable conditions specified in Article IV is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender will, not later than 3:00 p.m. on the borrowing date specified in such Swing Line Loan Notice, make the amount of its Swing Line Loan available to the Borrower at its office by crediting the account of the Borrower on the books of the Swing Line Lender in immediately available funds. Notwithstanding anything to the contrary contained in this Section 2.04 or elsewhere in this Agreement, the Swing Line Lender shall not be obligated to make any Swing Line Loan at a time when a Revolving Credit Lender is a Defaulting Lender unless the Swing Line Lender has entered into arrangements reasonably satisfactory to it to eliminate the Swing Line Lender’s risk with respect to the Defaulting Lender’s or Defaulting Lenders’ participation in such Swing Line Loans, including by Cash Collateralizing, or obtaining a backstop letter of credit from an issuer reasonably satisfactory to the Swing Line Lender to support, such Defaulting Lender’s or Defaulting Lenders’ Applicable Revolving Credit Percentage of the outstanding Swing Line Loans.

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(c) Refinancing of Swing Line Loans. (i) The Swing Line Lender at any time in its sole and absolute discretion may request, on behalf of the Borrower (which hereby irrevocably authorizes the Swing Line Lender to so request on its behalf), that each Revolving Credit Lender make a Base Rate Loan in an amount equal to such Lender’s Applicable Revolving Credit Percentage of the amount of Swing Line Loans then outstanding. Such request shall be made in writing (which written request shall be deemed to be a Committed Loan Notice for purposes hereof) and in accordance with the requirements of Section 2.02, without regard to the minimum and multiples specified therein for the principal amount of Base Rate Loans, but subject to the unutilized portion of the Revolving Credit Facility and the conditions set forth in Section 4.02. The Swing Line Lender shall furnish the Borrower with a copy of the applicable Committed Loan Notice promptly after delivering such notice to the Administrative Agent. Each Revolving Credit Lender shall make an amount equal to its Applicable Revolving Credit Percentage of the amount specified in such Committed Loan Notice available to the Administrative Agent in immediately available funds (and the Administrative Agent may apply Cash Collateral available with respect to the applicable Swing Line Loan) for the account of the Swing Line Lender at the Administrative Agent’s Office not later than 3:00 p.m. on the day specified in such Committed Loan Notice, whereupon, subject to Section 2.04(c)(ii), each Revolving Credit Lender that so makes funds available shall be deemed to have made a Base Rate Loan to the Borrower in such amount. The Administrative Agent shall remit the funds so received to the Swing Line Lender.

(ii) If for any reason any Swing Line Loan cannot be refinanced by such a Revolving Credit Borrowing in accordance with Section 2.04(c)(i), the request for Base Rate Loans submitted by the Swing Line Lender as set forth herein shall be deemed to be a request by the Swing Line Lender that each of the Revolving Credit Lenders fund its risk participation in the relevant Swing Line Loan and each Revolving Credit Lender’s payment to the Administrative Agent for the account of the Swing Line Lender pursuant to Section 2.04(c)(i) shall be deemed payment in respect of such participation.

(iii) If any Revolving Credit Lender fails to make available to the Administrative Agent for the account of the Swing Line Lender any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.04(c) by the time specified in Section 2.04(c)(i), the Swing Line Lender shall be entitled to recover from such Lender (acting through the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to the Swing Line Lender at a rate per annum equal to the greater of the Federal Funds Rate and a rate determined by the Swing Line Lender in accordance with banking industry rules on interbank compensation, plus any administrative, processing or similar fees customarily charged by the Swing Line Lender in connection with the foregoing. If such Lender pays such amount (with interest and fees as aforesaid), the amount so paid shall constitute such Lender’s Revolving Credit Loan included in the relevant Revolving Credit Borrowing or funded participation in the relevant Swing Line Loan, as the case may be. A certificate of the Swing Line Lender submitted to any Lender (through the Administrative Agent) with respect to any amounts owing under this clause (iii) shall be conclusive absent manifest error.

(iv) Each Revolving Credit Lender’s obligation to make Revolving Credit Loans or to purchase and fund risk participations in Swing Line Loans pursuant to this Section 2.04(c) shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right which such Lender may have against the Swing Line Lender, the Borrower or any other Person for any reason whatsoever, (B) the occurrence or continuance of a Default, or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided, however, that each Revolving Credit Lender’s obligation to make Revolving Credit Loans pursuant to this Section 2.04(c) (but not to otherwise purchase and fund risk participations in Swing Line Loans pursuant to Section 2.04(c)(ii)) is subject to the conditions set forth in Section 4.02. No such funding of risk participations shall relieve or otherwise impair the obligation of the Borrower to repay Swing Line Loans, together with interest as provided herein.

(d) Repayment of Participations. (i) At any time after any Revolving Credit Lender has purchased and funded a risk participation in a Swing Line Loan, if the Swing Line Lender receives any payment on account of such Swing Line Loan, the Swing Line Lender will distribute to such Revolving Credit Lender its Applicable Revolving Credit Percentage thereof in the same funds as those received by the Swing Line Lender.

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(ii) If any payment received by the Swing Line Lender in respect of principal or interest on any Swing Line Loan is required to be returned by the Swing Line Lender under any of the circumstances described in Section 10.05 (including pursuant to any settlement entered into by the Swing Line Lender in its discretion), each Revolving Credit Lender shall pay to the Swing Line Lender its Applicable Revolving Credit Percentage thereof on demand of the Administrative Agent, plus interest thereon from the date of such demand to the date such amount is returned, at a rate per annum equal to the Federal Funds Rate. The Administrative Agent will make such demand upon the request of the Swing Line Lender. The obligations of the Lenders under this clause shall survive the payment in full of the Obligations and the termination of this Agreement.

(e) Interest for Account of Swing Line Lender. The Swing Line Lender shall be responsible for invoicing the Borrower for interest on the Swing Line Loans. Until each Revolving Credit Lender funds its Base Rate Loan or risk participation pursuant to this Section 2.04 to refinance such Revolving Credit Lender’s Applicable Revolving Credit Percentage of any Swing Line Loan, interest in respect of such Applicable Revolving Credit Percentage shall be solely for the account of the Swing Line Lender.

(f) Payments Directly to Swing Line Lender. The Borrower shall make all payments of principal and interest in respect of the Swing Line Loans directly to the Swing Line Lender.

2.05. Prepayments.

(a) Optional. (i) Subject to the last sentence of this Section 2.05(a)(i) and clause (iii) of this Section, the Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Term Loans and Revolving Credit Loans in whole or in part without premium (other than as set forth below) or penalty; provided that (A) such notice must be received by the Administrative Agent not later than 12:00 noon. (1) three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (2) on the date of prepayment of Base Rate Loans; (B) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $3,000,000 or a whole multiple of $1,000,000 in excess thereof; and (C) any prepayment of Base Rate Loans shall be in a principal amount of $300,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility). If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment of the outstanding Term Loans pursuant to this Section 2.05(a) shall be applied (x) to the principal repayment installments thereof as directed by the Borrower and (y) if no direction is so provided by the Borrower, ratably to the Term A Facility and the Term B Facility in direct order of maturity, and subject to Section 2.16, each such prepayment shall be paid to the Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities. Notwithstanding anything to the contrary contained herein, the Borrower shall not be permitted to prepay the Term Loans pursuant to this Section 2.05(a)(i) during the period from the Closing Date through the date ten Business Days thereafter.

(ii) The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (A) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 3:00 p.m. on the date of the prepayment, and (B) any such prepayment shall be in a minimum principal amount of $500,000 or, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein.

(iii) In the case of this Section 2.05(a), if (x) the Borrower makes any prepayment of Term B Loans in connection with any Repricing Transaction or otherwise refinancing the Term B Loans with any Indebtedness, or (y) effects any amendment of this Agreement resulting in a Repricing Transaction, the Borrower shall pay to the Administrative Agent, for the ratable account of each of the applicable Term B Lenders, (I) if such prepayment, refinancing or amendment occurs on or before the first anniversary of the Closing Date, a prepayment premium of 2% of the amount of the Term B Loans being prepaid or, in the case of any such amendment, the aggregate amount of the applicable Term B Loans outstanding immediately prior to such amendment, (II) if such prepayment, refinancing

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or amendment occurs after the first anniversary of the Closing Date but on or before the second anniversary of the Closing Date, a prepayment premium of 1% of the amount of the Term B Loans being prepaid or, in the case of any such amendment, the aggregate amount of the applicable Term B Loans outstanding immediately prior to such amendment and (III) 0% thereafter.

(b) Mandatory. (i) Within five Business Days after financial statements have been (or are required to be) delivered pursuant to Section 6.01(a) and the related Compliance Certificate has been (or is required to be) delivered pursuant to Section 6.02(b), the Borrower shall prepay an aggregate principal amount of Loans equal to the excess (if any) of (A) 75% of Excess Cash Flow for the fiscal year covered by such financial statements over (B) the aggregate principal amount of Term Loans prepaid pursuant to Section 2.05(a)(i) during the applicable fiscal year or during the period after such year end but before the Excess Cash Flow payment is due and made so long as (i) such prepayment is not deducted in the following fiscal year and (ii) such prepayment is financed with Internally Generated Cash; provided that for each fiscal year after fiscal year 2011, the percentage of Excess Cash Flow required to be applied as a prepayment will be subject to the following stepdowns: (i) 50% if the Borrower’s Consolidated Leverage Ratio is less than or equal to 3.0:1.0 and greater than 2.0:1.0 as of the end of such fiscal year and (ii) 25% if the Borrower’s Consolidated Leverage Ratio is less than or equal to 2.0:1:0 as of the end of such fiscal year.

(ii) If (x) the Borrower or any of its Subsidiaries Disposes of any property (other than any Disposition of any property permitted by Section 7.05(a), (b), (c), (d), (e), (f), (g), (h), (i), (j) and (k) or (y) any Casualty Event occurs which results in the realization by such Person of Net Cash Proceeds, the Borrower shall prepay an aggregate principal amount of Loans equal to 100% of such Net Cash Proceeds immediately upon receipt thereof by such Person (such prepayments to be applied as set forth in clauses (vi) and (ix) below); provided, however, that, with respect to any Net Cash Proceeds realized under a Disposition described in this Section 2.05(b)(ii), at the election of the Borrower (as notified by the Borrower to the Administrative Agent on or prior to the date of such Disposition), and so long as no Default or Event of Default shall have occurred and be continuing, the Borrower or such Subsidiary may reinvest all or any portion of such Net Cash Proceeds in operating assets so long as within 365 days after the receipt of such Net Cash Proceeds, such purchase shall have been consummated (as certified by the Borrower in writing to the Administrative Agent); and provided further, however, that any Net Cash Proceeds not subject to such definitive agreement or so reinvested shall be immediately applied to the prepayment of the Loans as set forth in this Section 2.05(b)(ii).

(iii) Upon the sale or issuance by the Borrower of any of its Equity Interests (other than Excluded Issuances and any sales or issuances of Equity Interests to another Loan Party) or receipt by the Borrower of any equity contributions, the Borrower shall prepay an aggregate principal amount of Loans equal to 50% of all Net Cash Proceeds received therefrom immediately upon receipt thereof by the Borrower (such prepayments to be applied as set forth in clauses (vi) and (ix) below); provided that for each year after the fiscal year ended December 31, 2011, the percentage of Net Cash Proceeds from such sales or issuances required to be applied as a prepayment will be 0% if the Borrower’s Consolidated Leverage Ratio is less than 2.5:1.0.

(iv) Upon the incurrence or issuance by the Borrower or any of its Subsidiaries of any Specified Prepayment Debt or Indebtedness (other than Indebtedness expressly permitted to be incurred or issued pursuant to Section 7.02), the Borrower shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom immediately upon receipt thereof by the Borrower or such Subsidiary (such prepayments to be applied as set forth in clauses (vi) and (ix) below).

(v) Upon any Extraordinary Receipt received by or paid to or for the account of the Borrower or any of its Subsidiaries, and not otherwise included in clause (ii), (iii) or (iv) of this Section 2.05(b), the Borrower shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom immediately upon receipt thereof by the Borrower or such Subsidiary (such prepayments to be applied as set forth in clauses (vi) and (ix) below); provided, however, that with respect to any proceeds of insurance, condemnation awards (or payments in lieu thereof) or indemnity payments, at the election of the Borrower (as notified by the Borrower to the Administrative Agent on or prior to the date of receipt of such insurance proceeds, condemnation awards or indemnity payments), and so long as no Default or Event of Default shall have occurred and be continuing, the Borrower or such Subsidiary may apply within 365 days after the receipt of such Net Cash Proceeds to replace or repair the equipment, fixed assets or real property in respect of which such Net Cash Proceeds were received; and provided, further, however, that any Net Cash Proceeds not so applied shall be immediately applied to the prepayment of the Loans as set forth in this Section 2.05(b)(v).

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(vi) Subject to Section 2.05(b)(x), each prepayment of Loans pursuant to the foregoing provisions of this Section 2.05(b) shall be applied, first, ratably to each of the Term A Facility and the Term B Facility and to the principal repayment installments thereof in direct order of maturity and, second, to the Revolving Credit Facility in the manner set forth in clause (ix) of this Section 2.05(b).

(vii) Notwithstanding any of the other provisions of clause (ii), (iii), (iv) or (v) of this Section 2.05(b), so long as no Default under Section 8.01(a) or Section 8.01(f), or Event of Default shall have occurred and be continuing, if, on any date on which a prepayment would otherwise be required to be made pursuant to clause (ii), (iii), (iv) or (v) of this Section 2.05(b), the aggregate amount of Net Cash Proceeds required by such clause to be applied to prepay Loans on such date is less than or equal to $5,000,000, the Borrower may defer such prepayment until the first date on which the aggregate amount of Net Cash Proceeds or other amounts otherwise required under any such clause (ii), (iii), (iv) or (v) of this Section 2.05(b) to be applied to prepay Loans exceeds $5,000,000. During such deferral period the Borrower may apply all or any part of such aggregate amount to prepay Revolving Credit Loans and may, subject to the fulfillment of the applicable conditions set forth in Article IV, reborrow such amounts (which amounts, to the extent originally constituting Net Cash Proceeds, shall be deemed to retain their original character as Net Cash Proceeds when so reborrowed) for application as required by this Section 2.05(b). Upon the occurrence of a Default under Section 8.01(a) or Section 8.01(f), or an Event of Default during any such deferral period, the Borrower shall immediately prepay the Loans in the amount of all Net Cash Proceeds received by the Borrower and other amounts, as applicable, that are required to be applied to prepay Loans under this Section 2.05(b) (without giving effect to the first and second sentences of this clause (vii)) but which have not previously been so applied.

(viii) If for any reason the Total Revolving Credit Outstandings at any time exceed the Revolving Credit Facility at such time, the Borrower shall immediately prepay Revolving Credit Loans, Swing Line Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations (other than the L/C Borrowings) in an aggregate amount equal to such excess.

(ix) Prepayments of the Revolving Credit Facility made pursuant to this Section 2.05(b), first, shall be applied ratably to the L/C Borrowings and the Swing Line Loans, second, shall be applied ratably to the outstanding Revolving Credit Loans, and, third, shall be used to Cash Collateralize the remaining L/C Obligations; and, in the case of prepayments of the Revolving Credit Facility required pursuant to clause (i), (ii), (iii), (iv) or (v) of this Section 2.05(b), the amount remaining, if any, after the prepayment in full of all L/C Borrowings, Swing Line Loans and Revolving Credit Loans outstanding at such time and the Cash Collateralization of the remaining L/C Obligations in full (the sum of such prepayment amounts, cash collateralization amounts and remaining amount being, collectively, the “Reduction Amount”) may be retained by the Borrower for use in the ordinary course of its business, and the Revolving Credit Facility shall be automatically and permanently reduced by the Reduction Amount as set forth in Section 2.06(b)(i). Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Borrower or any other Loan Party) to reimburse the L/C Issuer or the Revolving Credit Lenders, as applicable.

(x) As long as Term Loans are outstanding under the Term A Loan Facility, the Borrower shall notify the Administrative Agent in writing of any mandatory prepayment of Term Loans required to be made pursuant to this Section 2.05(b) at least five (5) Business Days prior to the date of such prepayment. Each such notice shall specify the date of such prepayment and provide a reasonably detailed calculation of the amount of such prepayment. The Administrative Agent will promptly notify each Term B Lender of the contents of any such prepayment notice and of such Term B Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage in respect of the Term B Facility). As long as Term Loans are outstanding under the Term A Loan Facility, any Term B Lender (a “Declining Term B Lender,” and any Term B Lender which is not a Declining Term B Lender, an “Accepting Term B Lender”) may elect, by delivering, not less than three (3) Business Days prior to the proposed prepayment date, a written notice, that any mandatory prepayment otherwise required to be made with respect to the Term B Loans held by such Term B Lender pursuant to this Section 2.05(b) not be made (the aggregate amount of such prepayments declined by the Declining Term B Lenders, the “Declined Prepayment Amount”). In the event that the Declined Prepayment Amount is greater than $0, the Administrative Agent will promptly notify

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each Term A Lender and Accepting Term B Lender of the amount of such Declined Prepayment Amount and of such Term A Lender’s and Accepting Term B Lender’s ratable portion of such Declined Prepayment Amount (based on such Lender’s Applicable Percentage in respect of the Term A Facility and Term B Facility (excluding the Applicable Percentage of Declining Term B Lenders), as applicable). Any such Term Lender (a “Declining Term Lender”) may elect, by delivering, not less than one (1) Business Day prior to the proposed prepayment date, a written notice, that such Lender’s ratable portion of such Declined Prepayment Amount not be applied to repay such Lender’s Term Loans, in which case the portion of such Declined Prepayment Amount which would otherwise have been applied to such Term Loans of the Declining Term Lenders shall instead be retained by the Borrower. For the avoidance of doubt, the Borrower may, at its option, apply any amounts retained in accordance with this subclause (x) to prepay loans in accordance with Section 2.05(a) above.

2.06. Termination or Reduction of Commitments.

(a) Optional. The Borrower may, upon notice to the Administrative Agent, terminate the Revolving Credit Facility, the Letter of Credit Sublimit or the Swing Line Sublimit, or from time to time permanently reduce the Revolving Credit Facility, the Letter of Credit Sublimit or the Swing Line Sublimit; provided that (i) any such notice shall be received by the Administrative Agent not later than 12:00 noon, three Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $3,000,000 or any whole multiple of $1,000,000 in excess thereof or, if less, the entire outstanding principal balance thereof, and (iii) the Borrower shall not terminate or reduce (A) the Revolving Credit Facility if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Credit Outstandings would exceed the Revolving Credit Facility, (B) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, or (C) the Swing Line Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Swing Line Loans would exceed the Swing Line Sublimit.

(b) Mandatory. (i) The Revolving Credit Facility shall be automatically and permanently reduced on each date on which the prepayment of Revolving Credit Loans outstanding thereunder is required to be made pursuant to Section 2.05(b)(i), (ii), (iii), (iv) or (v) by an amount equal to the applicable Reduction Amount.

(ii) If after giving effect to any reduction or termination of Revolving Credit Commitments under this Section 2.06, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the Revolving Credit Facility at such time, the Letter of Credit Sublimit or the Swing Line Sublimit, as the case may be, shall be automatically reduced by the amount of such excess.

(c) Application of Commitment Reductions; Payment of Fees. The Administrative Agent will promptly notify the Lenders of any termination or reduction of the Letter of Credit Sublimit, Swing Line Sublimit or the Revolving Credit Commitment under this Section 2.06. Upon any reduction of the Revolving Credit Commitments, the Revolving Credit Commitment of each Revolving Credit Lender shall be reduced by such Lender’s Applicable Revolving Credit Percentage of such reduction amount. All fees in respect of the Revolving Credit Facility accrued until the effective date of any termination of the Revolving Credit Facility shall be paid on the effective date of such termination.

2.07. Repayment of Loans.

(a) Term A Loans. The Borrower shall repay to the Administrative Agent for the ratable account of the Term A Lenders (i) on the last Business Day of each March, June, September and December, commencing with the first full quarter after the Closing Date, an aggregate amount equal to 3.125% of the aggregate principal amount of all Term A Loans outstanding on the Closing Date (which payments shall be reduced as a result of the application of prepayments in accordance with the order of priority set forth in Section 2.05) and (ii) on the Maturity Date for the Term A Facility, the aggregate principal amount of all Term A Loans outstanding on such date.

(b) Term B Loans. The Borrower shall repay to the Administrative Agent for the ratable account of the Term B Lenders (i) on the last Business Day of each March, June, September and December, commencing with the first full quarter after the Closing Date, an aggregate amount equal to 0.625% of the aggregate principal amount of all Term B Loans outstanding on the Closing Date (which payments shall be reduced as a result of the application of prepayments in accordance with the order of priority set forth in Section 2.05) and (ii) on the Maturity Date for the Term B Facility, the aggregate principal amount of all Term B Loans outstanding on such date.

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(c) Revolving Credit Loans. The Borrower shall repay to the Revolving Credit Lenders on the Maturity Date for the Revolving Credit Facility the aggregate principal amount of all Revolving Credit Loans outstanding on such date.

(d) Swing Line Loans. The Borrower shall repay each Swing Line Loan on the earlier to occur of (i) the date twenty Business Days after such Loan is made and (ii) the Maturity Date for the Revolving Credit Facility.

2.08. Interest.

(a) Subject to the provisions of Section 2.08(b), (i) each Eurodollar Rate Loan under a Facility shall bear interest on the outstanding principal amount thereof for each Interest Period at a rate per annum equal to the Eurodollar Rate for such Interest Period plus the Applicable Rate for such Facility; (ii) each Base Rate Loan under a Facility shall bear interest on the outstanding principal amount thereof from the applicable borrowing date at a rate per annum equal to the Base Rate plus the Applicable Rate for such Facility; and (iii) each Swing Line Loan shall bear interest on the outstanding principal amount thereof from the applicable borrowing date at a rate per annum equal to the Base Rate plus the Applicable Rate for the Revolving Credit Facility.

(b) (i) If any amount of principal of any Loan is not paid when due (without regard to any applicable grace periods), whether at stated maturity, by acceleration or otherwise, such amount shall thereafter bear interest at a fluctuating interest rate per annum at all times equal to the Default Rate to the fullest extent permitted by applicable Laws.

(ii) If any amount (other than principal of any Loan) payable by the Borrower under any Loan Document is not paid when due (after giving effect to any applicable grace periods), whether at stated maturity, by acceleration or otherwise, then upon the request of the Required Lenders such amount shall thereafter bear interest at a fluctuating interest rate per annum at all times equal to the Default Rate to the fullest extent permitted by applicable Laws.

(iii) Upon the request of the Required Lenders, while any Event of Default exists, the Borrower shall pay interest on the principal amount of all outstanding Obligations hereunder at a fluctuating interest rate per annum at all times equal to the Default Rate to the fullest extent permitted by applicable Laws.

(iv) Accrued and unpaid interest on past due amounts (including interest on past due interest) shall be due and payable upon demand.

(c) Interest on each Loan shall be due and payable in arrears on each Interest Payment Date applicable thereto and at such other times as may be specified herein. Interest hereunder shall be due and payable in accordance with the terms hereof before and after judgment, and before and after the commencement of any proceeding under any Debtor Relief Law.

2.09. Fees . In addition to certain fees described in Sections 2.03(h) and (i):

(a) Commitment Fee. The Borrower shall pay to the Administrative Agent for the account of each Revolving Credit Lender in accordance with its Applicable Revolving Credit Percentage, a commitment fee equal to 0.50% times the actual daily amount by which the Revolving Credit Facility exceeds the sum of (i) the Outstanding Amount of Revolving Credit Loans (other than Swing Line Loans) and (ii) the Outstanding Amount of L/C Obligations, subject to adjustment as provided in Section 2.16. The commitment fee shall accrue at all times during the Availability Period, including at any time during which one or more of the conditions in Article IV is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Closing Date, and on the last day of the Availability Period for the Revolving Credit Facility.

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(b) Other Fees. (i) The Borrower shall pay to the Arrangers and the Administrative Agent for their own respective accounts fees in the amounts and at the times specified in the Fee Letter. Such fees shall be fully earned when paid and shall not be refundable for any reason whatsoever.

(ii) The Borrower shall pay to the Lenders such fees as shall have been separately agreed upon in writing in the amounts and at the times so specified. Such fees shall be fully earned when paid and shall not be refundable for any reason whatsoever.

2.10. Computation of Interest and Fees.

All computations of interest for Base Rate Loans including Base Rate Loans (determined by reference to the Eurodollar Rate) shall be made on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed. All other computations of fees and interest shall be made on the basis of a 360-day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365-day year). Interest shall accrue on each Loan for the day on which the Loan is made, and shall not accrue on a Loan, or any portion thereof, for the day on which the Loan or such portion is paid, provided that any Loan that is repaid on the same day on which it is made shall, subject to Section 2.12(a), bear interest for one day. Each determination by the Administrative Agent of an interest rate or fee hereunder shall be conclusive and binding for all purposes, absent manifest error.

2.11. Evidence of Debt.

(a) The Credit Extensions made by each Lender shall be evidenced by one or more accounts or records maintained by such Lender and by the Administrative Agent in the ordinary course of business. The accounts or records maintained by the Administrative Agent and each Lender shall be conclusive absent manifest error of the amount of the Credit Extensions made by the Lenders to the Borrower and the interest and payments thereon. Any failure to so record or any error in doing so shall not, however, limit or otherwise affect the obligation of the Borrower hereunder to pay any amount owing with respect to the Obligations. In the event of any conflict between the accounts and records maintained by any Lender and the accounts and records of the Administrative Agent in respect of such matters, the accounts and records of the Administrative Agent shall control in the absence of manifest error. Upon the request of any Lender made through the Administrative Agent, the Borrower shall execute and deliver to such Lender (through the Administrative Agent) a Note, which shall evidence such Lender’s Loans in addition to such accounts or records. Each Lender may attach schedules to its Note and endorse thereon the date, Type (if applicable), amount and maturity of its Loans and payments with respect thereto.

(b) In addition to the accounts and records referred to in Section 2.11(a), each Lender and the Administrative Agent shall maintain in accordance with its usual practice accounts or records evidencing the purchases and sales by such Lender of participations in Letters of Credit and Swing Line Loans. In the event of any conflict between the accounts and records maintained by the Administrative Agent and the accounts and records of any Lender in respect of such matters, the accounts and records of the Administrative Agent shall control in the absence of manifest error.

2.12. Payments Generally; Administrative Agent’s Clawback.

(a) General. All payments to be made by the Borrower shall be made without condition or deduction for any counterclaim, defense, recoupment or setoff. Except as otherwise expressly provided herein, all payments by the Borrower hereunder shall be made to the Administrative Agent, for the account of the respective Lenders to which such payment is owed, at the Administrative Agent’s Office in Dollars and in immediately available funds not later than 2:00 p.m. on the date specified herein. The Administrative Agent will promptly distribute to each Lender its Applicable Percentage in respect of the relevant Facility (or other applicable share as provided herein) of such payment in like funds as received by wire transfer to such Lender’s Lending Office. All payments received by the Administrative Agent after 2:00 p.m. shall be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue. If any payment to be made by the Borrower shall come due on a day other than a Business Day, payment shall be made on the next preceding Business Day, and such extension of time shall be reflected on computing interest or fees, as the case may be.

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(b) (i) Funding by Lenders; Presumption by Administrative Agent. Unless the Administrative Agent shall have received notice from a Lender prior to the proposed date of any Borrowing of Eurodollar Rate Loans (or, in the case of any Borrowing of Base Rate Loans, prior to 12:00 noon on the date of such Borrowing) that such Lender will not make available to the Administrative Agent such Lender’s share of such Borrowing, the Administrative Agent may assume that such Lender has made such share available on such date in accordance with Section 2.02 (or, in the case of a Borrowing of Base Rate Loans, that such Lender has made such share available in accordance with and at the time required by Section 2.02) and may, in reliance upon such assumption, make available to the Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable Borrowing available to the Administrative Agent, then the applicable Lender and the Borrower severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount in immediately available funds with interest thereon, for each day from and including the date such amount is made available to the Borrower to but excluding the date of payment to the Administrative Agent, at (A) in the case of a payment to be made by such Lender, the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation, plus any administrative, processing or similar fees customarily charged by the Administrative Agent in connection with the foregoing, and (B) in the case of a payment to be made by the Borrower, the interest rate applicable to Base Rate Loans. If the Borrower and such Lender shall pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to the Borrower the amount of such interest paid by the Borrower for such period. If such Lender pays its share of the applicable Borrowing to the Administrative Agent, then the amount so paid shall constitute such Lender’s Loan included in such Borrowing. Any payment by the Borrower shall be without prejudice to any claim the Borrower may have against a Lender that shall have failed to make such payment to the Administrative Agent.

(ii) Payments by Borrower; Presumptions by Administrative Agent. Unless the Administrative Agent shall have received notice from the Borrower prior to the time at which any payment is due to the Administrative Agent for the account of the Lenders or the L/C Issuer hereunder that the Borrower will not make such payment, the Administrative Agent may assume that the Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Appropriate Lenders or the L/C Issuer, as the case may be, the amount due. In such event, if the Borrower has not in fact made such payment, then each of the Appropriate Lenders or the L/C Issuer, as the case may be, severally agrees to repay to the Administrative Agent forthwith on demand the amount so distributed to such Lender or the L/C Issuer, in immediately available funds with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent, at the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation.

A notice of the Administrative Agent to any Lender or the Borrower with respect to any amount owing under this subsection (b) shall be conclusive, absent manifest error.

(c) Failure to Satisfy Conditions Precedent. If any Lender makes available to the Administrative Agent funds for any Loan to be made by such Lender as provided in the foregoing provisions of this Article II, and such funds are not made available to the Borrower by the Administrative Agent because the conditions to the applicable Credit Extension set forth in Article IV are not satisfied or waived in accordance with the terms hereof, the Administrative Agent shall return such funds (in like funds as received from such Lender) to such Lender, without interest.

(d) Obligations of Lenders Several. The obligations of the Lenders hereunder to make Term Loans and Revolving Credit Loans, to fund participations in Letters of Credit and Swing Line Loans and to make payments pursuant to Section 10.04(c) are several and not joint. The failure of any Lender to make any Loan, to fund any such participation or to make any payment under Section 10.04(c) on any date required hereunder shall not relieve any other Lender of its corresponding obligation to do so on such date, and no Lender shall be responsible for the failure of any other Lender to so make its Loan, to purchase its participation or to make its payment under Section 10.04(c).

(e) Funding Source. Nothing herein shall be deemed to obligate any Lender to obtain the funds for any Loan in any particular place or manner or to constitute a representation by any Lender that it has obtained or will obtain the funds for any Loan in any particular place or manner.

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(f) Insufficient Funds. If at any time insufficient funds are received by and available to the Administrative Agent to pay fully all amounts of principal, L/C Borrowings, interest and fees then due hereunder, such funds shall be applied (i) first, toward payment of interest and fees then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of interest and fees then due to such parties, and (ii) second, toward payment of principal and L/C Borrowings then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of principal and L/C Borrowings then due to such parties.

2.13. Sharing of Payments by Lenders. If any Lender shall, by exercising any right of setoff or counterclaim or otherwise, obtain payment in respect of (a) Obligations in respect of any the Facilities due and payable to such Lender hereunder and under the other Loan Documents at such time in excess of its ratable share (according to the proportion of (i) the amount of such Obligations due and payable to such Lender at such time to (ii) the aggregate amount of the Obligations in respect of the Facilities due and payable to all Lenders hereunder and under the other Loan Documents at such time) of payments on account of the Obligations in respect of the Facilities due and payable to all Lenders hereunder and under the other Loan Documents at such time obtained by all the Lenders at such time or (b) Obligations in respect of any of the Facilities owing (but not due and payable) to such Lender hereunder and under the other Loan Documents at such time in excess of its ratable share (according to the proportion of (i) the amount of such Obligations owing (but not due and payable) to such Lender at such time to (ii) the aggregate amount of the Obligations in respect of the Facilities owing (but not due and payable) to all Lenders hereunder and under the other Loan Parties at such time) of payment on account of the Obligations in respect of the Facilities owing (but not due and payable) to all Lenders hereunder and under the other Loan Documents at such time obtained by all of the Lenders at such time then the Lender receiving such greater proportion shall (a) notify the Administrative Agent of such fact, and (b) purchase (for cash at face value) participations in the Loans and subparticipations in L/C Obligations and Swing Line Loans of the other Lenders, or make such other adjustments as shall be equitable, so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of Obligations in respect of the Facilities then due and payable to the Lenders or owing (but not due and payable) to the Lenders, as the case may be, provided that:

(i) if any such participations or subparticipations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations or subparticipations shall be rescinded and the purchase price restored to the extent of such recovery, without interest; and

(ii) the provisions of this Section shall not be construed to apply to (x) any payment made by or on behalf of the Borrower pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender), (y) the application of Cash Collateral provided for in Section 2.15, or (z) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or subparticipations in L/C Obligations or Swing Line Loans to any assignee or participant, other than an assignment to the Borrower or any Affiliate thereof (as to which the provisions of this Section shall apply).

The Borrower consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against the Borrower rights of setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the Borrower in the amount of such participation.

2.14. Increase in Commitments.

(a) So long as no Default or Event of Default has occurred and is continuing or would result therefrom, upon notice to the Administrative Agent, at any time after the Closing Date, the Borrower may request Additional Term B Commitments or Additional Revolving Credit Commitments (it being understood and agreed that (i) at the election of the Borrower, such additional commitments in respect of any term loans may be implemented through the addition of additional new tranches of such loans instead of being implemented as increases in the applicable Commitments and (ii) if the Borrower makes such election, the provisions of this Section 2.14 shall be read in a manner that permits such election to be implemented; provided that the Borrower is only permitted to implement four additional commitments under this Section 2.14; provided further that (i) after giving effect to any such addition, the aggregate amount of Additional Term B Commitments and Additional Revolving Credit Commitments that have been added pursuant to this Section 2.14 shall not exceed $200,000,000, plus in the case of an Additional Revolving

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Credit Commitment that serves to effectively extend the maturity of the Revolving Credit Facility, an amount equal to the reduction in the Revolving Credit Facility, (ii) any such addition shall be in an aggregate amount of $10,000,000 or any whole multiple of $1,000,000 in excess thereof (provided that such amount may be less than $10,000,000 if such amount represents all remaining availability under the aggregate limit in respect of Additional Term B Commitments and Additional Revolving Credit Commitments set forth in clause (i) to this proviso), (iii) the final maturity date of any Additional Term B Loans shall be no earlier than the Maturity Date for the Term B Loans, (iv) the weighted average life to maturity of the Additional Term B Loans shall be no shorter than the remaining weighted average life to maturity of the Term B Loans, (v) in the case of an Additional Revolving Credit Commitment, the maturity date of such Additional Revolving Credit Commitment shall be no earlier than the Maturity Date applicable to the Revolving Credit Facility, and such Additional Revolving Credit Commitment shall require no scheduled amortization or mandatory commitment reduction prior to such Maturity Date and such Additional Revolving Credit Commitment shall be on the exact same terms and pursuant to the exact same documentation applicable to the Revolving Credit Facility, (vi) no Lender shall be required to participate in the Additional Term B Commitments or the Additional Revolving Credit Commitments, (vii) the interest rate and amortization schedule applicable to the Additional Term B Commitments shall be determined by the Borrower and the lenders thereof; provided that in the event that the interest margins applicable to any such Additional Term B Commitments is greater than the interest margins for the Term B Facility by more than 25 basis points, then the interest margins for the Term B Facility shall be increased to the extent necessary so that the interest margins for such Additional Term B Commitments are no more than 25 basis points greater than the interest margins for the Term B Facility; provided, further, that, in determining the applicable interest rate margins for such Additional Term B Commitments and the Term B Facility, (A) original issue discount (“OID”) or upfront fees (which shall be deemed to constitute like amounts of OID) payable by Borrower to the Lenders under the Term B Facility or any Additional Term B Commitments in the initial primary syndication thereof shall be included (with OID being equated to interest based on assumed four-year life to maturity), (B) customary arrangement or commitment fees payable to any of the Arrangers (or their respective affiliates) in connection with the Term B Facility or to one or more arrangers (or their Affiliates) of any Additional Term B Commitments shall be excluded, and (C) if such Additional Term B Commitments include an interest rate floor greater than the interest rate floor applicable to the Term B Facility, such increased amount shall be equated to the applicable interest rate margin for purposes of determining whether an increase to the interest margins for the Term B Facility shall be required, to the extent an increase in the interest rate floor for the Term B Facility would cause an increase in the interest rate then in effect thereunder, and in such case the interest rate floor (but not the interest margins for the Term B Facility) applicable to the Term B Facility shall be increased by such amount and (viii) the Additional Term B Loans shall rank pari passu in right of payment and of security with the Revolving Credit Loans and the Term Loans.

(b) If any Additional Term B Commitments or Additional Revolving Credit Commitments are added in accordance with this Section 2.14, the Administrative Agent and the Borrower shall determine the effective date (the “Additional Commitments Effective Date”) of such addition. Additional Term B Loans may be made, and Additional Revolving Credit Commitments may be provided, by any existing Lender (and each existing Term B Lender will have the right, but not an obligation, to make a portion of any Additional Term B Loans and each existing Revolving Credit Lender will have the right, but not an obligation, to provide a portion of any Revolving Credit Commitments, in each case on terms permitted in this Section 2.14 and otherwise on terms reasonably acceptable to the Administrative Agent) or by any other bank or other financial institution (any such other bank or other financial institution being called an “Additional Lender”), provided that the Administrative Agent shall have consented (such consent not to be unreasonably withheld) to such Lender’s or Additional Lender’s providing such Additional Revolving Credit Commitments if such consent would be required under Section 10.06(b) for an assignment of Revolving Credit Commitments to such Lender or Additional Lender. As a condition precedent to such addition, the Borrower shall deliver to the Administrative Agent a certificate dated as of the Additional Commitments Effective Date signed by a Responsible Officer of the Borrower certifying that, before and after giving effect to such increase, (i) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects on and as of the Additional Commitments Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall have been true and correct in all material respects as of such earlier date, and except that for purposes of this Section 2.14(b), the representations and warranties contained in Section 5.05(a) and Section 5.05(b) shall be deemed to refer to the most recent financial statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01, (ii) no Default or Event of Default exists immediately before or immediately after giving effect to such addition, and (iii) after giving effect to the making of Additional Term B Loans or Additional Revolving Credit Loans, as applicable, and on a Pro Forma

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Basis (and with respect to any Additional Revolving Credit Loans, in the case of clause (B), assuming the Revolving Credit Facility is fully drawn), (A) the Borrower is in compliance with the covenants set forth in Section 7.11, as of the most recently completed period for which the financial statements required by Section 6.01(a) and (b) were required to be delivered and (B) the Consolidated Senior Secured Leverage Ratio shall not exceed 3.00 to 1.00 on the last day of the most recent fiscal quarter for which financial statements have been delivered pursuant to Section 6.01. On each Additional Commitments Effective Date, each applicable Lender or other Person which is providing an Additional Term B Commitment or an Additional Revolving Credit Commitment (i) in the case of any Additional Revolving Credit Commitment, shall become a “Revolving Credit Lender” for all purposes of this Agreement and the other Loan Documents and (ii) in the case of any Additional Term B Commitment, shall make an Additional Term B Commitment to the Borrower in a principal amount equal to such Lender’s or Person’s Additional Term B Commitment. Any Additional Revolving Credit Loan shall be a “Revolving Credit Loan” for all purposes of this Agreement and the other Loan Documents. The Borrower shall prepay any Revolving Credit Loans outstanding on the Additional Commitments Effective Date with respect to any Additional Revolving Credit Commitment (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Revolving Credit Loans ratable with any revised Applicable Revolving Credit Percentages arising from any nonratable increase in the Revolving Credit Commitments.

(c) Any other terms of and documentation entered into in respect of any Additional Term B Loans made or any Additional Revolving Credit Commitments provided, in each case pursuant to this Section 2.14, shall be consistent with the Term B Loans or the Revolving Credit Commitments, as the case may be, (including with respect to voluntary and mandatory prepayments), other than as contemplated by Sections 2.14(a)(iii), (iv) or (vii) above; provided that such other terms and documentation in respect of any Additional Term B Loans may be materially different from those of the Term B Loans to the extent such difference shall be reasonably satisfactory to the Administrative Agent. Any Additional Term B Loans or Additional Revolving Credit Commitments, as applicable, made or provided pursuant to this Section 2.14 shall be evidenced by one or more entries in the accounts or records maintained by the Administrative Agent in accordance with the provisions set forth in Section 2.11.

(d) This Section 2.14 shall supersede any provisions in Section 2.13 or Section 10.01 to the contrary. Notwithstanding any other provision of any Loan Document, the Loan Documents may be amended by the Administrative Agent and the Loan Parties, if necessary, to provide for terms applicable to each Additional Term B Commitment and/or Additional Revolving Credit Commitment, as the case may be.

2.15. Cash Collateral.

(a) Certain Credit Support Events. Upon the request of the Administrative Agent or the L/C Issuer (i) if the L/C Issuer has honored any full or partial drawing request under any Letter of Credit and such drawing has resulted in an L/C Borrowing, or (ii) if, as of the Letter of Credit Expiration Date, any L/C Obligation for any reason remains outstanding, the Borrower shall, in each case, immediately Cash Collateralize the then Outstanding Amount of all L/C Obligations. At any time that there shall exist a Defaulting Lender, immediately upon the request of the Administrative Agent, the L/C Issuer or the Swing Line Lender, the Borrower shall deliver to the Administrative Agent Cash Collateral in an amount sufficient to cover all Fronting Exposure (after giving effect to Section 2.16(a)(iv) and any Cash Collateral provided by the Defaulting Lender). If at any time the Administrative Agent determines that any funds held as Cash Collateral are subject to any right or claim of any Person other than the Administrative Agent or that the total amount of such funds is less than the aggregate Outstanding Amount of all L/C Obligations, the Borrower will, forthwith upon demand by the Administrative Agent, pay to the Administrative Agent, as additional funds to be deposited as Cash Collateral, an amount equal to the excess of (x) such aggregate Outstanding Amount over (y) the total amount of funds, if any, then held as Cash Collateral that the Administrative Agent determines to be free and clear of any such right and claim. Upon the drawing of any Letter of Credit for which funds are on deposit as Cash Collateral, such funds shall be applied, to the extent permitted under applicable Laws, to reimburse the L/C Issuer.

(b) Grant of Security Interest. All Cash Collateral (other than credit support not constituting funds subject to deposit) shall be maintained in blocked, non-interest bearing deposit accounts at Bank of America. The Borrower, and to the extent provided by any Lender, such Lender, hereby grants to (and subjects to the control of) the Administrative Agent, for the benefit of the Administrative Agent, the L/C Issuer and the Lenders (including the Swing Line Lender), and agrees to maintain, a first priority security interest in all such cash, deposit accounts and all

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balances therein, and all other property so provided as collateral pursuant hereto, and in all proceeds of the foregoing, all as security for the obligations to which such Cash Collateral may be applied pursuant to Section 2.15(c). If at any time the Administrative Agent determines that Cash Collateral is subject to any right or claim of any Person other than the Administrative Agent as herein provided, or that the total amount of such Cash Collateral is less than the applicable Fronting Exposure and other obligations secured thereby, the Borrower or the relevant Defaulting Lender will, promptly upon demand by the Administrative Agent, pay or provide to the Administrative Agent additional Cash Collateral in an amount sufficient to eliminate such deficiency.

(c) Application. Notwithstanding anything to the contrary contained in this Agreement, Cash Collateral provided under any of this Section 2.15 or Sections 2.03, 2.04, 2.05, 2.16 or 8.02 in respect of Letters of Credit or Swing Line Loans shall be held and applied to the satisfaction of the specific L/C Obligations, Swing Line Loans, obligations to fund participations therein (including, as to Cash Collateral provided by a Defaulting Lender, any interest accrued on such obligation) and other obligations for which the Cash Collateral was so provided, prior to any other application of such property as may be provided for herein.

(d) Release. Cash Collateral (or the appropriate portion thereof) provided to reduce Fronting Exposure or other obligations shall be released promptly following (i) the elimination of the applicable Fronting Exposure or other obligations giving rise thereto (including by the termination of Defaulting Lender status of the applicable Lender (or, as appropriate, its assignee following compliance with Section 10.06(b)(vi)) or (ii) the Administrative Agent’s good faith determination that there exists excess Cash Collateral; provided, however, (x) that Cash Collateral furnished by or on behalf of a Loan Party shall not be released during the continuance of a Default or Event of Default (and following application as provided in this Section 2.15 may be otherwise applied in accordance with Section 8.03), and (y) the Person providing Cash Collateral and the L/C Issuer or Swing Line Lender, as applicable, may agree that Cash Collateral shall not be released but instead held to support future anticipated Fronting Exposure or other obligations.

2.16. Defaulting Lenders.

(a) Adjustments. Notwithstanding anything to the contrary contained in this Agreement, if any Lender becomes a Defaulting Lender, then, until such time as that Lender is no longer a Defaulting Lender, to the extent permitted by applicable Law:

(i) Waivers and Amendments. That Defaulting Lender’s right to approve or disapprove any amendment, waiver or consent with respect to this Agreement shall be restricted as set forth in Section 10.01.

(ii) Reallocation of Payments. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of that Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article VIII or otherwise, and including any amounts made available to the Administrative Agent by that Defaulting Lender pursuant to Section 10.08), shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by that Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by that Defaulting Lender to the L/C Issuer or Swing Line Lender hereunder; third, if so determined by the Administrative Agent or requested by the L/C Issuer or Swing Line Lender, to be held as Cash Collateral for future funding obligations of that Defaulting Lender of any participation in any Swing Line Loan or Letter of Credit; fourth, as the Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which that Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the Borrower, to be held in a non-interest bearing deposit account and released in order to satisfy obligations of that Defaulting Lender to fund Loans under this Agreement; sixth, to the payment of any amounts owing to the Lenders, the L/C Issuer or Swing Line Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender, the L/C Issuer or Swing Line Lender against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; and eighth, to that Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans or L/C Borrowings in respect of which that Defaulting

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Lender has not fully funded its appropriate share and (y) such Loans or L/C Borrowings were made at a time when the conditions set forth in Section 4.02 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and L/C Borrowings owed to, all non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or L/C Borrowings owed to, that Defaulting Lender. Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 2.16(a)(ii) shall be deemed paid to and redirected by that Defaulting Lender, and each Lender irrevocably consents hereto.

(iii) Certain Fees. That Defaulting Lender (x) shall not be entitled to receive any commitment fee pursuant to Section 2.10 for any period during which that Lender is a Defaulting Lender (and the Borrower shall not be required to pay any such fee that otherwise would have been required to have been paid to that Defaulting Lender) and (y) shall be limited in its right to receive Letter of Credit Fees as provided in Section 2.03(h).

(iv) Reallocation of Applicable Percentages to Reduce Fronting Exposure. During any period in which there is a Defaulting Lender, for purposes of computing the amount of the obligation of each non-Defaulting Lender to acquire, refinance or fund participations in Letters of Credit or Swing Line Loans pursuant to Sections 2.03 and 2.04, the “Applicable Percentage” of each non-Defaulting Lender shall be computed without giving effect to the Commitment of that Defaulting Lender; provided, that, (i) each such reallocation shall be given effect only if, at the date the applicable Lender becomes a Defaulting Lender, no Default or Event of Default exists; and (ii) the aggregate obligation of each non-Defaulting Lender to acquire, refinance or fund participations in Letters of Credit and Swing Line Loans shall not exceed the positive difference, if any, of (1) the Commitment of that non-Defaulting Lender minus (2) the aggregate Outstanding Amount of the Revolving Credit Loans of that Lender.

(b) Defaulting Lender Cure. If the Borrower, the Administrative Agent, Swing Line Lender and the L/C Issuer agree in writing in their sole discretion that a Defaulting Lender should no longer be deemed to be a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any Cash Collateral), that Lender will, to the extent applicable, purchase that portion of outstanding Loans of the other Lenders or take such other actions as the Administrative Agent may determine to be necessary to cause the Revolving Credit Loans and funded and unfunded participations in Letters of Credit and Swing Line Loans to be held on a pro rata basis by the Lenders in accordance with their Applicable Percentages (without giving effect to Section 2.16(a)(iv)), whereupon that Lender will cease to be a Defaulting Lender; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrower while that Lender was a Defaulting Lender; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender’s having been a Defaulting Lender.

ARTICLE III

TAXES, YIELD PROTECTION AND ILLEGALITY

3.01. Taxes.

(a) Payments Free of Taxes; Obligation to Withhold; Payments on Account of Taxes. (i) Any and all payments by or on account of any obligation of the Borrower hereunder or under any other Loan Document shall to the extent permitted by applicable Laws be made free and clear of and without reduction or withholding for any Taxes. If, however, applicable Laws require the Borrower or the Administrative Agent to withhold or deduct any Tax, such Tax shall be withheld or deducted in accordance with such Laws as determined by the Borrower or the Administrative Agent, as the case may be, upon the basis of the information and documentation to be delivered pursuant to subsection (e) below.

(ii) If the Borrower or the Administrative Agent shall be required by the Code to withhold or deduct any Taxes, including both United States Federal backup withholding and withholding taxes, from any payment, then (A) the Administrative Agent shall withhold or make such deductions as are determined by the Administrative Agent to be required based upon the information and documentation it has received pursuant to subsection (e) below, (B) the Administrative Agent shall timely pay the full amount withheld or deducted to the relevant Governmental Authority in accordance with the Code, and (C) to the extent that the withholding or deduction is made on account

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of Indemnified Taxes or Other Taxes, the sum payable by the Borrower shall be increased as necessary so that after any required withholding or the making of all required deductions (including deductions applicable to additional sums payable under this Section) the Administrative Agent, Lender or L/C Issuer, as the case may be, receives an amount equal to the sum it would have received had no such withholding or deduction been made.

(b) Payment of Other Taxes by the Borrower. Without limiting the provisions of subsection (a) above, the Borrower shall timely pay any Other Taxes to the relevant Governmental Authority in accordance with applicable law.

(c) Tax Indemnifications. (i) Without limiting the provisions of subsection (a) or (b) above, the Borrower shall, and does hereby, indemnify the Administrative Agent, each Lender and the L/C Issuer, and shall make payment in respect thereof within 10 days after demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section) withheld or deducted by the Borrower or the Administrative Agent or paid by the Administrative Agent, such Lender or the L/C Issuer, as the case may be, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. The Borrower shall also, and does hereby, indemnify the Administrative Agent, and shall make payment in respect thereof within 10 days after demand therefor, for any amount which a Lender or the L/C Issuer for any reason fails to pay indefeasibly to the Administrative Agent as required by clause (ii) of this subsection. A certificate as to the amount of any such payment or liability delivered to the Borrower by a Lender or the L/C Issuer (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender or the L/C Issuer, shall be conclusive absent manifest error.

(ii) Without limiting the provisions of subsection (a) or (b) above, each Lender and the L/C Issuer shall, and does hereby, indemnify the Borrower and the Administrative Agent, and shall make payment in respect thereof within 10 days after demand therefor, against any and all Taxes and any and all related losses, claims, liabilities, penalties, interest and expenses (including the fees, charges and disbursements of any counsel for the Borrower or the Administrative Agent) incurred by or asserted against the Borrower or the Administrative Agent by any Governmental Authority as a result of the failure by such Lender or the L/C Issuer, as the case may be, to deliver, or as a result of the inaccuracy, inadequacy or deficiency of, any documentation required to be delivered by such Lender or the L/C Issuer, as the case may be, to the Borrower or the Administrative Agent pursuant to subsection (e). Each Lender and the L/C Issuer hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender or the L/C Issuer, as the case may be, under this Agreement or any other Loan Document against any amount due to the Administrative Agent under this clause (ii). The agreements in this clause (ii) shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender or the L/C Issuer, the termination of the Aggregate Commitments and the repayment, satisfaction or discharge of all other Obligations.

(d) Evidence of Payments. Upon request by the Borrower or the Administrative Agent, as the case may be, after any payment of Taxes by the Borrower or the Administrative Agent to a Governmental Authority as provided in this Section 3.01, the Borrower shall deliver to the Administrative Agent or the Administrative Agent shall deliver to the Borrower, as the case may be, the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of any return required by Laws to report such payment or other evidence of such payment reasonably satisfactory to the Borrower or the Administrative Agent, as the case may be.

(e) Status of Lenders; Tax Documentation. (i) Each Lender shall deliver to the Borrower and to the Administrative Agent, at the time or times prescribed by applicable Laws or when reasonably requested by the Borrower or the Administrative Agent, such properly completed and executed documentation prescribed by applicable Laws or by the taxing authorities of any jurisdiction and such other reasonably requested information as will permit the Borrower or the Administrative Agent, as the case may be, to determine (A) whether or not payments made hereunder or under any other Loan Document are subject to Taxes, (B) if applicable, the required rate of withholding or deduction, and (C) such Lender’s entitlement to any available exemption from, or reduction of, applicable Taxes in respect of all payments to be made to such Lender by the Borrower pursuant to this Agreement or otherwise to establish such Lender’s status for withholding tax purposes in the applicable jurisdiction.

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(ii) Without limiting the generality of the foregoing, if the Borrower is resident for tax purposes in the United States,

(A) any Lender that is a “United States person” within the meaning of Section 7701(a)(30) of the Code shall deliver to the Borrower and the Administrative Agent executed originals of Internal Revenue Service Form W-9 or such other documentation or information prescribed by applicable Laws or reasonably requested by the Borrower or the Administrative Agent as will enable the Borrower or the Administrative Agent, as the case may be, to determine whether or not such Lender is subject to backup withholding or information reporting requirements; and

(B) each Foreign Lender that is entitled under the Code or any applicable treaty to an exemption from or reduction of withholding tax with respect to payments hereunder or under any other Loan Document shall deliver to the Borrower and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the request of the Borrower or the Administrative Agent, but only if such Foreign Lender is legally entitled to do so), whichever of the following is applicable:

(I) executed originals of Internal Revenue Service Form W-8BEN claiming eligibility for benefits of an income tax treaty to which the United States is a party,

(II) executed originals of Internal Revenue Service Form W-8ECI,

(III) executed originals of Internal Revenue Service Form W-8IMY and all required supporting documentation,

(IV) in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code, (x) a certificate to the effect that such Foreign Lender is not (A) a “bank” within the meaning of Section 881(c)(3)(A) of the Code, (B) a “10 percent shareholder” of the Borrower within the meaning of Section 881(c)(3)(B) of the Code, or (C) a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code and (y) executed originals of Internal Revenue Service Form W-8BEN, or

(V) executed originals of any other form prescribed by applicable Laws as a basis for claiming exemption from or a reduction in United States Federal withholding tax together with such supplementary documentation as may be prescribed by applicable Laws to permit the Borrower or the Administrative Agent to determine the withholding or deduction required to be made.

(iii) Each Lender shall promptly (A) notify the Borrower and the Administrative Agent of any change in circumstances which would modify or render invalid any claimed exemption or reduction, and (B) take such steps as shall not be materially disadvantageous to it, in the reasonable judgment of such Lender, and as may be reasonably necessary (including the re-designation of its Lending Office) to avoid any requirement of applicable Laws of any jurisdiction that the Borrower or the Administrative Agent make any withholding or deduction for taxes from amounts payable to such Lender.

(f) Treatment of Certain Refunds. Unless required by applicable Laws, at no time shall the Administrative Agent have any obligation to file for or otherwise pursue on behalf of a Lender or the L/C Issuer, or have any obligation to pay to any Lender or the L/C Issuer, any refund of Taxes withheld or deducted from funds paid for the account of such Lender or the L/C Issuer, as the case may be. If the Administrative Agent, any Lender or the L/C Issuer determines, in its sole discretion, that it has received a refund of any Taxes or Other Taxes as to which it has been indemnified by the Borrower or with respect to which the Borrower has paid additional amounts pursuant to this Section, it shall pay to the Borrower an amount equal to such refund (but only to the extent of indemnity payments made, or additional amounts paid, by the Borrower under this Section with respect to the Taxes or Other Taxes giving rise to such refund), net of all out-of-pocket expenses incurred by the Administrative Agent, such Lender or the L/C Issuer, as the case may be, and without interest (other than any interest paid by the relevant

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Governmental Authority with respect to such refund), provided that the Borrower, upon the request of the Administrative Agent, such Lender or the L/C Issuer, agrees to repay the amount paid over to the Borrower (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to the Administrative Agent, such Lender or the L/C Issuer in the event the Administrative Agent, such Lender or the L/C Issuer is required to repay such refund to such Governmental Authority. This subsection shall not be construed to require the Administrative Agent, any Lender or the L/C Issuer to make available its tax returns (or any other information relating to its taxes that it deems confidential) to the Borrower or any other Person.

3.02. Illegality. If any Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for any Lender or its applicable Lending Office to make, maintain or fund Loans whose interest is determined by reference to the Eurodollar Rate, or to determine or charge interest rates based upon the Eurodollar Rate, or any Governmental Authority has imposed material restrictions on the authority of such Lender to purchase or sell, or to take deposits of, Dollars in the London interbank market, then, on notice thereof by such Lender to the Borrower through the Administrative Agent, (i) any obligation of such Lender to make or continue Eurodollar Rate Loans or to convert Base Rate Loans to Eurodollar Rate Loans shall be suspended, and (ii) if such notice asserts the illegality of such Lender making or maintaining Base Rate Loans the interest rate on which is determined by reference to the Eurodollar Rate component of the Base Rate, the interest rate on which Base Rate Loans of such Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the Eurodollar Rate component of the Base Rate, in each case until such Lender notifies the Administrative Agent and the Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, (x) the Borrower shall, upon demand from such Lender (with a copy to the Administrative Agent), prepay or, if applicable, convert all Eurodollar Rate Loans of such Lender to Base Rate Loans (the interest rate on which Base Rate Loans of such Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the Eurodollar Rate component of the Base Rate), either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Eurodollar Rate Loans to such day, or immediately, if such Lender may not lawfully continue to maintain such Eurodollar Rate Loans and (y) if such notice asserts the illegality of such Lender determining or charging interest rates based upon the Eurodollar Rate, the Administrative Agent shall during the period of such suspension compute the Base Rate applicable to such Lender without reference to the Eurodollar Rate component thereof until the Administrative Agent is advised in writing by such Lender that it is no longer illegal for such Lender to determine or charge interest rates based upon the Eurodollar Rate. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted.

3.03. Inability to Determine Rates. If the Required Lenders determine that for any reason in connection with any request for a Eurodollar Rate Loan or a conversion to or continuation thereof that (a) Dollar deposits are not being offered to banks in the London interbank eurodollar market for the applicable amount and Interest Period of such Eurodollar Rate Loan, (b) adequate and reasonable means do not exist for determining the Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan or in connection with an existing or proposed Base Rate Loan, or (c) the Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Loan, the Administrative Agent will promptly so notify the Borrower and each Lender. Thereafter, (x) the obligation of the Lenders to make or maintain Eurodollar Rate Loans shall be suspended, and (y) in the event of a determination described in the preceding sentence with respect to the Eurodollar Rate component of the Base Rate, the utilization of the Eurodollar Rate component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (upon the instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, the Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of Eurodollar Rate Loans or, failing that, will be deemed to have converted such request into a request for a Borrowing of Base Rate Loans in the amount specified therein.

3.04. Increased Costs; Reserves on Eurodollar Rate Loans.

(a) Increased Costs Generally. If any Change in Law shall:

(i) impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender (except any reserve requirement contemplated by Section 3.04(e)) or the L/C Issuer;

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(ii) subject any Lender or the L/C Issuer to any tax of any kind whatsoever with respect to this Agreement, any Letter of Credit, any participation in a Letter of Credit or any Eurodollar Rate Loan made by it, or change the basis of taxation of payments to such Lender or the L/C Issuer in respect thereof (except for Indemnified Taxes or Other Taxes covered by Section 3.01 and the imposition of, or any change in the rate of, any Excluded Tax payable by such Lender or the L/C Issuer); or

(iii) impose on any Lender or the L/C Issuer or the London interbank market any other condition, cost or expense affecting this Agreement or Eurodollar Rate Loans made by such Lender or any Letter of Credit or participation therein;

and the result of any of the foregoing shall be to increase the cost to such Lender of making or maintaining any Loan the interest on which is determined by reference to the Eurodollar Rate (or of maintaining its obligation to make any such Loan), or to increase the cost to such Lender or the L/C Issuer of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), or to reduce the amount of any sum received or receivable by such Lender or the L/C Issuer hereunder (whether of principal, interest or any other amount) then, upon request of such Lender or the L/C Issuer, the Borrower will pay to such Lender or the L/C Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or the L/C Issuer, as the case may be, for such additional costs incurred or reduction suffered.

(b) Capital Requirements. If any Lender or the L/C Issuer determines that any Change in Law affecting such Lender or the L/C Issuer or any Lending Office of such Lender or such Lender’s or the L/C Issuer’s holding company, if any, regarding capital requirements has or would have the effect of reducing the rate of return on such Lender’s or the L/C Issuer’s capital or on the capital of such Lender’s or the L/C Issuer’s holding company, if any, as a consequence of this Agreement, the Commitments of such Lender or the Loans made by, or participations in Letters of Credit held by, such Lender, or the Letters of Credit issued by the L/C Issuer, to a level below that which such Lender or the L/C Issuer or such Lender’s or the L/C Issuer’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or the L/C Issuer’s policies and the policies of such Lender’s or the L/C Issuer’s holding company with respect to capital adequacy), then from time to time the Borrower will pay to such Lender or the L/C Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or the L/C Issuer or such Lender’s or the L/C Issuer’s holding company for any such reduction suffered.

(c) Certificates for Reimbursement. A certificate of a Lender or the L/C Issuer setting forth the amount or amounts necessary to compensate such Lender or the L/C Issuer or its holding company, as the case may be, as specified in subsection (a) or (b) of this Section and delivered to the Borrower shall be conclusive absent manifest error. The Borrower shall pay such Lender or the L/C Issuer, as the case may be, the amount shown as due on any such certificate within 10 days after receipt thereof.

(d) Delay in Requests. Failure or delay on the part of any Lender or the L/C Issuer to demand compensation pursuant to the foregoing provisions of this Section shall not constitute a waiver of such Lender’s or the L/C Issuer’s right to demand such compensation, provided that the Borrower shall not be required to compensate a Lender or the L/C Issuer pursuant to the foregoing provisions of this Section for any increased costs incurred or reductions suffered more than nine months prior to the date that such Lender or the L/C Issuer, as the case may be, notifies the Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lender’s or the L/C Issuer’s intention to claim compensation therefor (except that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the nine-month period referred to above shall be extended to include the period of retroactive effect thereof).

(e) Reserves on Eurodollar Rate Loans. The Borrower shall pay to each Lender, as long as such Lender shall be required to maintain reserves with respect to liabilities or assets consisting of or including Eurocurrency funds or deposits (currently known as “Eurocurrency liabilities”), additional interest on the unpaid principal amount of each Eurodollar Rate Loan equal to the actual costs of such reserves allocated to such Loan by such Lender (as determined by such Lender in good faith, which determination shall be conclusive), which shall be due

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and payable on each date on which interest is payable on such Loan, provided the Borrower shall have received at least 10 days’ prior notice (with a copy to the Administrative Agent) of such additional interest from such Lender. If a Lender fails to give notice 10 days prior to the relevant Interest Payment Date, such additional interest shall be due and payable 10 days from receipt of such notice.

3.05. Compensation for Losses. Upon demand of any Lender (with a copy to the Administrative Agent) from time to time, the Borrower shall promptly compensate such Lender for and hold such Lender harmless from any loss, cost or expense incurred by it as a result of:

(a) any continuation, conversion, payment or prepayment of any Loan other than a Base Rate Loan on a day other than the last day of the Interest Period for such Loan (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise);

(b) any failure by the Borrower (for a reason other than the failure of such Lender to make a Loan) to prepay, borrow, continue or convert any Loan other than a Base Rate Loan on the date or in the amount notified by the Borrower; or

(c) any assignment of a Eurodollar Rate Loan on a day other than the last day of the Interest Period therefor as a result of a request by the Borrower pursuant to Section 10.13;

including any loss of anticipated profits and any loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain such Loan or from fees payable to terminate the deposits from which such funds were obtained. The Borrower shall also pay any customary administrative fees charged by such Lender in connection with the foregoing.

For purposes of calculating amounts payable by the Borrower to the Lenders under this Section 3.05, each Lender shall be deemed to have funded each Eurodollar Rate Loan made by it at the Eurodollar Rate for such Loan by a matching deposit or other borrowing in the London interbank eurodollar market for a comparable amount and for a comparable period, whether or not such Eurodollar Rate Loan was in fact so funded.

3.06. Mitigation Obligations; Replacement of Lenders.

(a) Designation of a Different Lending Office. If any Lender requests compensation under Section 3.04, or the Borrower is required to pay any additional amount to any Lender, the L/C Issuer, or any Governmental Authority for the account of any Lender or the L/C Issuer pursuant to Section 3.01, or if any Lender gives a notice pursuant to Section 3.02, then such Lender or the L/C Issuer shall, as applicable, use reasonable efforts to designate a different Lending Office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender or the L/C Issuer, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 3.01 or 3.04, as the case may be, in the future, or eliminate the need for the notice pursuant to Section 3.02, as applicable, and (ii) in each case, would not subject such Lender or the L/C Issuer, as the case may be, to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender or the L/C Issuer, as the case may be. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender or the L/C Issuer in connection with any such designation or assignment.

(b) Replacement of Lenders. If any Lender requests compensation under Section 3.04, or if the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.01, the Borrower may replace such Lender in accordance with Section 10.13.

3.07. Survival. All of the Borrower’s obligations under this Article III shall survive termination of the Aggregate Commitments, repayment of all other Obligations hereunder, and resignation of the Administrative Agent or any assignment by a lender.

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ARTICLE IV

CONDITIONS PRECEDENT TO CREDIT EXTENSIONS

4.01. Conditions of Initial Credit Extension. The obligation of the L/C Issuer and each Lender to make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent:

(a) The Administrative Agent’s receipt of the following, each of which shall be originals or facsimile (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative Agent and each of the Lenders:

(i) executed counterparts of this Agreement, the completed Perfection Certificate and the Guaranty, sufficient in number for distribution to the Administrative Agent, each Lender and the Borrower;

(ii) a Note executed by the Borrower in favor of each Lender requesting a Note;

(iii) a security agreement, in substantially the form of Exhibit G (together with each other security agreement and security agreement supplement delivered pursuant to Section 6.12, in each case as amended, the “Security Agreement”), duly executed by each Loan Party, together with:

(A) certificates representing the Pledged Securities referred to therein (if such Pledged Securities is certificated) accompanied by undated stock powers executed in blank and instruments evidencing the Intercompany Notes indorsed in blank and issuer acknowledges if otherwise,

(B) proper Financing Statements in form appropriate for filing under the Uniform Commercial Code of all jurisdictions that the Administrative Agent may deem necessary or desirable in order to perfect the Liens created under the Security Agreement, covering the Collateral described in the Security Agreement,

(C) certified copies of UCC, United States Patent and Trademark Office and United States Copyright Office, tax and judgment lien searches, bankruptcy and pending lawsuit searches or equivalent reports or searches, each of a recent date listing all effective financing statements, lien notices or comparable documents that name any Loan Party as debtor and that are filed in those state and county jurisdictions in which any Loan Party is organized or maintains its principal place of business and such other searches that the Administrative Agent reasonably deems necessary or appropriate, accompanied by evidence reasonably satisfactory to the Administrative Agent that the Liens indicated in any such financing statement (or similar document) would be permitted under Section 7.01, or otherwise acceptable to the Administrative Agent, or have been or contemporaneously will be released or terminated or otherwise provided for in a manner reasonably satisfactory to the Administrative Agent.

(D) evidence of the completion of all other actions, recordings and filings of or with respect to the Security Agreement that the Administrative Agent may reasonably deem necessary or desirable in order to perfect the Liens created thereby,

(E) the Account Control Agreements and the Securities Account Control Agreement, in each case as referred to in the Security Agreement and duly executed by the appropriate parties, and

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(F) evidence that all other action that the Administrative Agent may reasonably deem necessary or desirable in order to perfect the Liens created under the Security Agreement has been taken (including receipt of duly executed payoff letters, UCC-3 termination statements and landlords’ and bailees’ waiver and consent agreements);

provided that delivery of the items described in the foregoing clauses (iii)(D) through (F) shall be subject to the first paragraph of Section 4.02.

(iv) subject to the first paragraph of Section 4.02, deeds of trust, trust deeds, deeds to secure debt, mortgages, leasehold mortgage, leasehold deed to secure debt and leasehold deed of trust, in substantially the form of Exhibit H-3 (with such changes as may reasonably be satisfactory to the Administrative Agent and its counsel to account for local law matters) and covering the properties listed on Schedule 4.01(a) and each other mortgages, deeds of trust, trust deeds, deeds to secure debt, leasehold mortgages, leasehold deeds to secure debt and leasehold deeds of trust delivered pursuant to Section 6.12, in each case as amended, the “Mortgages”), duly executed by the appropriate Loan Party, together with:

(A) evidence that counterparts of the Mortgages have been duly executed, acknowledged and delivered and are in form suitable for filing or recording in all filing or recording offices that the Administrative Agent may deem necessary or desirable in order to create a valid first and subsisting Lien on the property described therein in favor of the Administrative Agent for the benefit of the Secured Parties and that all filing, documentary, stamp, intangible and recording taxes and fees have been paid,

(B) fully paid American Land Title Association Lender’s Extended Coverage title insurance policies (the “Mortgage Policies”), with endorsements and in amounts acceptable to the Administrative Agent, issued, coinsured and reinsured by title insurers acceptable to the Administrative Agent, insuring the Mortgages to be valid first and subsisting Liens on the property described therein, free and clear of all defects (including, but not limited to, mechanics’ and materialmen’s Liens) and encumbrances, excepting only the Liens permitted by Section 7.01, and providing for such other affirmative insurance (including endorsements for future advances under the Loan Documents, for mechanics’ and materialmen’s Liens and for zoning of the applicable property) and such coinsurance and direct access reinsurance as the Administrative Agent may deem necessary or desirable,

(C) American Land Title Association/American Congress on Surveying and Mapping form surveys, for which all necessary fees (where applicable) have been paid, certified to the Administrative Agent and the issuer of the Mortgage Policies in a manner reasonably satisfactory to the Administrative Agent by a land surveyor duly registered and licensed in the States in which the property described in such surveys is located and acceptable to the Administrative Agent, showing all buildings and other improvements, any off-site improvements, the location of any easements, parking spaces, rights of way, building set-back lines and other dimensional regulations and the absence of encroachments, either by such improvements or on to such property, and other defects that do not materially interfere with the use or marketability of the property,

(D) with respect to each Mortgaged Property, such consents, approvals, amendments, supplements, estoppels, tenant subordination agreements or other instruments as necessary to consummate the Transactions or as shall reasonably be deemed necessary by the Administrative Agent in order for the owner or holder of the fee or leasehold interest constituting such Mortgaged Property to grant the Lien contemplated by the Mortgage with respect to such Mortgaged Property;

(E) with respect to each Mortgaged Property, such affidavits, certificates, information (including financial data) and instruments of indemnification (including a so-called “gap” indemnification) as shall be required to induce the title company to issue the Mortgage Policy/ies and endorsements contemplated above;

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(F) evidence reasonably acceptable to the Administrative Agent of payment by Borrower of all Mortgage Policy premiums, search and examination charges, escrow charges and related charges, mortgage recording taxes, fees, charges, costs and expenses required for the recording of the Mortgages and issuance of the Mortgage Policies referred to above;

(G) opinions addressed to the Administrative Agent and each of the Lenders from local counsel of the Loan Parties regarding due authorization, execution, delivery and enforceability of the Mortgages, each in form and substance reasonably satisfactory to the Administrative Agent;

(H) evidence that all other action that the Administrative Agent may deem necessary or desirable in order to create valid first and subsisting Liens on the property described in the Mortgages has been taken, and

(I) the Administrative Agent shall have received a completed “Life-of-Loan” Federal Emergency Management Agency Standard Flood Hazard Determination with respect to each Mortgaged Property (together with a notice about special flood hazard area status and flood disaster assistance duly executed by the Borrower and each Loan Party relating thereto);

(v) subject to the first paragraph of Section 4.02, an intellectual property security agreement (together with each other intellectual property security agreement and intellectual property security agreement supplement delivered pursuant to Section 6.12, in each case as amended, the “Intellectual Property Security Agreement”), duly executed by each Loan Party, together with evidence that all action that the Administrative Agent may reasonably deem necessary or desirable in order to perfect the Liens created under the Intellectual Property Security Agreement has been taken;

(vi) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party;

(vii) such documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and that each Loan Party is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect;

(viii) a favorable opinion of Greenberg Traurig, LLP, counsel to the Loan Parties, addressed to the Administrative Agent and each Lender, substantially in the form set forth in Exhibit I;

(ix) a favorable opinion of (a) Greenberg Traurig LLP, local counsel to the Loan Parties in each of Texas, Georgia, and Nevada (b) Johnston, Hinesley, Flowers, Clenney & Turner, P.C., local counsel to the Loan Parties in Alabama, (c) Smith Moore Leatherwood LLP, local counsel to the Loan Parties in North Carolina and (d) Balch & Bingham, local counsel to the Loan Parties in Mississippi, in each case addressed to the Administrative Agent and the Secured Parties, in form and substantive reasonably acceptable to the Administrative Agent and its counsel;

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(x) [Intentionally omitted]

(xi) a certificate of a Responsible Officer of each Loan Party either (A) attaching copies of all consents, licenses and approvals (other than routine change of ownership filings and other routine healthcare filings) required in connection with the consummation by such Loan Party of the Transaction and the Credit Transaction and the execution, delivery and performance by such Loan Party and the validity against such Loan Party of the Loan Documents to which it is a party, and such consents, licenses and approvals shall be in full force and effect, or (B) stating that no such consents, licenses or approvals are so required;

(xii) a certificate signed by a Responsible Officer of the Borrower certifying (A) that, subject to the proviso in the first paragraph of Section 4.02, the conditions specified in Sections 4.02(a) and (b) have been satisfied, and (B) that the condition set forth under Section 4.01(h) is met.

(xiii) a certificate substantially in the form of Exhibit J attesting to the Solvency of the Borrower and its Subsidiaries before and after giving effect to the Transaction, from the Borrower’s chief financial officer;

(xiv) evidence that all insurance required to be maintained pursuant to the Loan Documents has been obtained (including, without limitation, flood insurance) and is in effect, together with the certificates of insurance, naming the Administrative Agent, on behalf of the Lenders, as an additional insured or loss payee, as the case may be, under all insurance policies maintained with respect to the assets and properties of the Loan Parties that constitutes Collateral;

(xv) a HIPAA Business Associate Agreement, in substantially the form of Exhibit K, duly executed by Borrower and each Subsidiary that is a “covered entity” under HIPAA.

(xvi) evidence that the Existing Credit Agreements have been, or concurrently with the Closing Date are being, terminated and all Liens securing obligations under the Existing Credit Agreements have been, or concurrently with the Closing Date are being, released; and

(xvii) such other assurances, certificates, documents, consents or opinions as the Administrative Agent, the L/C Issuer, the Swing Line Lender or any Lender reasonably may require.

(b) (i) All fees and expenses (including reasonable fees and expenses of counsel) required to be paid to the Administrative Agent and the Arrangers on or before the Closing Date shall have been paid and (ii) all fees required to be paid to the Lenders on or before the Closing Date shall have been paid.

(c) After giving effect to the Transaction, the Borrower and its Subsidiaries shall have outstanding no Indebtedness or preferred stock other than (i) the Loans and other Credit Extensions, (ii) the Senior Notes, and (iii) other Indebtedness listed on Schedule 7.02.

(d) The Merger shall be consummated pursuant to the Merger Agreement substantially concurrently with the Closing Date, without giving effect to any amendments thereto or any waivers that, in any such case, are materially adverse to the Lenders in their capacities as Lenders (it being understood that any amendment or waiver to the definition of Company Material Adverse Effect or that results in a reduction of the purchase price will be deemed to be materially adverse to the Lenders), and the Administrative Agent shall have received, or shall receive concurrently, certified copies of a certificate of merger or other confirmation satisfactory to the Arrangers of the consummation of the Merger from the Secretary of State of the State of Delaware.

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(e) The Borrower shall have received or shall concurrently receive not less than an aggregate of $325,000,000 in gross cash proceeds from the sale of the Senior Notes.

(f) Prior to and during the syndication of the Facilities, there shall have been no offering, placement or arrangement of any debt by or on behalf of any Loan Party (other than the Senior Notes or with respect to Indebtedness listed on Schedule 7.02).

(g) Except (x) as disclosed in the Designated SEC Reports (as defined in the Merger Agreement) or (y) as set forth in the corresponding section of the Acquired Business disclosure schedule in the Merger Agreement (and subject to Section 9.7(b) of the Merger Agreement) delivered to the Acquired Business on May 23, 2010, since December 31, 2009 to May 23, 2010, no fact(s), change(s), event(s), development(s) or circumstances shall have occurred, arisen, come into existence or become known, which have had or would be reasonably expected to have, individually or in the aggregate, a Combined Material Adverse Effect; and since the May 23, 2010, there shall not have occurred or been discovered, and be continuing, any event, circumstance, change or effect that has had, or would reasonably be likely to have, a Combined Material Adverse Effect.

(h) The Administrative Agent shall have received (a) audited consolidated balance sheets of the Borrower and the Acquired Business, respectively, and the related statements of income, changes in equity and cash flows of the Borrower and the Acquired Business, respectively, for the three most recently completed fiscal years ended at least 90 days before the Closing Date and (b) unaudited consolidated balance sheets and related statements of income and cash flows of the Borrower and the Acquired Business, respectively, for each subsequent fiscal quarter after January 3, 2010, in the case of the Borrower, and after December 31, 2009, in the case of the Acquired Business ended at least 45 days before the Closing Date.

(i) The Administrative Agent shall have received a pro forma consolidated balance sheet and related pro forma consolidated statement of income of the Borrower and its Subsidiaries as of and for the twelve-month period ending on the last day of the most recently completed four-fiscal quarter period ended at least 45 days prior to the Closing Date, prepared after giving effect to the Transaction as if the Transaction had occurred as of such date (in the case of such balance sheet) or at the beginning of such period (in the case of such other financial statements); provided that such pro forma financial statements shall meet the requirements of Regulation S-X under the Securities Act of 1933, as amended, and all other accounting rules and regulations of the SEC promulgated thereunder applicable to a registration statement under such Act on Form S-1; provided, further, that the pro forma financial statements delivered pursuant to this clause (i) were prepared in good faith on the basis of the assumptions stated therein, which assumptions are reasonable in light of the then existing conditions, and the chief financial officer of the Borrower shall have provided to the Administrative Agent a written certification to that effect.

(j) On the Closing Date and immediately prior to giving effect to the Merger, the representations and warranties with respect to the Acquired Business and its Subsidiaries shall be true and correct to the extent required by the condition set forth in Section 7.2(a) of the Merger Agreement.

Without limiting the generality of the provisions of the last paragraph of Section 9.03, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

4.02. Conditions to All Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Loans to the other Type, or a continuation of Eurodollar Rate Loans) is subject to the following conditions precedent (provided that notwithstanding anything in this Section 4.02 to the contrary, only the accuracy of the representations and warranties of the Borrower and its Subsidiaries specified in Sections 5.01(b)(ii), 5.02 (with respect to the authorization of the execution and delivery of each of the Loan Documents), 5.02(a), 5.02(c), 5.04, 5.14, 5.18, 5.21 and 5.25; provided that (A) with respect to Section 5.02(c), to the extent any such conflicts could, individually or in the aggregate, reasonably be

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expected to give rise to a Combined Material Adverse Effect, (B) with respect to Section 5.18, as to the Solvency of the Borrower and its Subsidiaries on a consolidated basis on the Closing Date after giving effect to the Transaction, (C) with respect to Section 5.21, to the extent that any Collateral (or the creation or perfection of any security interest therein), in each case intended to be made or granted (determined in accordance with the principles set forth in Section 6.12) is not or cannot be made or granted on the Closing Date (other than (i) Uniform Commercial Code lien searches, (ii) the pledge and perfection of collateral with respect to which a lien may be perfected upon the Closing Date solely by the filing of financing statements under the Uniform Commercial Code and (iii) the pledge and perfection of security interests in the capital stock of the Borrower and its domestic Subsidiaries with respect to which a Lien may be perfected upon the Closing Date by the delivery of a stock certificate) after use by the Borrower of commercially reasonable efforts to do so, then the provision of any such Collateral (or creation or perfection of a security interest therein) shall not constitute a condition precedent to the Closing Date but shall be required to be delivered within the time periods to be mutually agreed by the Borrower and the Administrative Agent), shall be a condition to the Credit Extension on the Closing Date):

(a) The representations and warranties of the Borrower contained in Article V or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects (unless otherwise qualified by materiality or the occurrence of a Material Adverse Effect) on and as of the date of such Credit Extension, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (unless otherwise qualified by materiality or the occurrence of a Material Adverse Effect) as of such earlier date, and except that for purposes of this Section 4.02, the representations and warranties contained in Sections 5.05(a) and (b) shall be deemed to refer to the most recent statements furnished pursuant to Sections 6.01(a) and (b), respectively.

(b) No Default shall exist, or would result from such proposed Credit Extension or from the application of the proceeds thereof.

(c) The Administrative Agent and, if applicable, the L/C Issuer or the Swing Line Lender shall have received a Request for Credit Extension in accordance with the requirements hereof.

Each Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Loans to the other Type or a continuation of Eurodollar Rate Loans) submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a) and (b) have been satisfied on and as of the date of the applicable Credit Extension.

ARTICLE V

REPRESENTATIONS AND WARRANTIES

The Borrower represents and warrants to the Administrative Agent and the Lenders that:

5.01. Existence, Qualification and Power. Each Loan Party and each of its Subsidiaries (a) is duly organized or formed, validly existing and, as applicable, in good standing under the Laws of the jurisdiction of its incorporation or organization, (b) has all requisite power and authority and all requisite governmental licenses, authorizations, consents and approvals to (i) own or lease its assets and carry on its business and (ii) execute, deliver and perform its obligations under the Loan Documents and Related Documents to which it is a party and consummate the Transaction, and (c) is duly qualified and is licensed and, as applicable, in good standing under the Laws of each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification or license; except in each case referred to in clause (b)(i) or (c), to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect.

5.02. Authorization; No Contravention. The execution, delivery and performance by each Loan Party of each Loan Document and Related Document to which such Person is or is to be a party have been duly authorized by all necessary corporate or other organizational action, and do not and will not (a) contravene the terms of any of such Person’s Organization Documents; (b) conflict with or result in any breach or contravention of, or the creation of any Lien under, or require any payment to be made under (i) any Contractual Obligation to which such Person is a party or affecting such Person or the properties of such Person or any of its Subsidiaries or (ii) any order,

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injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject; or (c) violate any Law except in each case referred to in clause (b)(i), (b)(ii) or (c), to the extent that such contravention or violation could not reasonably be expected to have a Material Adverse Effect.

5.03. Governmental Authorization; Other Consents. No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other Person is necessary or required in connection with (a) the execution, delivery or performance by, or enforcement against, any Loan Party of this Agreement or any other Loan Document or Related Document, or for the consummation of the Transaction and the Credit Transaction, (b) the grant by any Loan Party of the Liens granted by it pursuant to the Collateral Documents, (c) the perfection or maintenance of the Liens created under the Collateral Documents (including the priority nature thereof) or (d) the exercise by the Administrative Agent or any Lender of its rights under the Loan Documents or the remedies in respect of the Collateral pursuant to the Collateral Documents except for (i) filings necessary to perfect the Liens on the Collateral granted by the Loan Parties in favor of the Secured Parties, (ii) the filings of the certificates of merger in respect of the Merger, (iii) the approvals, consents, exemptions, authorizations, actions, notices and filings which have been duly obtained, taken, given or made and are in full force and effect and (iv) those approvals, consents, exemptions, authorizations or other actions, notices or filings, the failure to obtain or make which could not reasonably be expected to have a Material Adverse Effect. All applicable waiting periods in connection with the Transaction and the Credit Transaction have expired without any action having been taken by any Governmental Authority restraining, preventing or imposing materially adverse conditions upon the Transaction, the Credit Transaction or the rights of the Loan Parties or their Subsidiaries freely to transfer or otherwise dispose of, or to create any Lien on, any properties now owned or hereafter acquired by any of them. The Merger has been consummated in accordance with the Merger Agreement and applicable Law.

5.04. Binding Effect. This Agreement has been, and each other Loan Document, when delivered hereunder, will have been, duly executed and delivered by each Loan Party that is party thereto. This Agreement constitutes, and each other Loan Document when so delivered will constitute, a legal, valid and binding obligation of such Loan Party, enforceable against each Loan Party that is party thereto in accordance with its terms except as such enforceability may be limited by Debtor Relief Laws and by general principles of equity.

5.05. Financial Statements; No Material Adverse Effect.

(a) The Audited Financial Statements with respect to the Borrower, and, to the Borrower’s knowledge, the Audited Financial Statements with respect to the Acquired Business (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present in all material respects the financial condition of the Borrower and its Subsidiaries or the Acquired Business and its Subsidiaries, as the case may be, as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the periods covered thereby, except as otherwise expressly noted therein; and (iii) show all material Indebtedness and other material liabilities, direct or contingent, of the Borrower and its Subsidiaries or the Acquired Business and its Subsidiaries, as the case may be, as of the date thereof, including liabilities for taxes, material commitments and Indebtedness.

(b) The unaudited consolidated balance sheets with respect to the Borrower dated April 4, 2010 and July 4, 2010, and, to the Borrower’s knowledge, the unaudited consolidated balance sheets with respect to the Acquired Business dated March 31, 2010 and June 30, 2010, and the related consolidated statements of income or operations and cash flows for the fiscal quarter ended on that date, in each case, (x) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (y) fairly present in all material respects the financial condition of the Borrower and its Subsidiaries or the Acquired Business and its Subsidiaries, as the case may be, as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (x) and (y), to the absence of footnotes and to normal year-end audit adjustments. Schedule 5.05 sets forth all material Indebtedness and other material liabilities, direct or contingent, of the Borrower and its consolidated Subsidiaries and the Acquired Business and its consolidated Subsidiaries as of the date of such financial statements, including liabilities for taxes, material contracts and Indebtedness.

(c) Since the date of the Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect.

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(d) The consolidated pro forma balance sheet of the Borrower and its Subsidiaries as at July 4, 2010, and the related consolidated pro forma statements of income and cash flows of the Borrower and its Subsidiaries for the twelve months then ended, certified by the chief financial officer or treasurer of the Borrower, copies of which have been furnished to each Lender, fairly present in all material respects the consolidated pro forma financial condition of the Borrower and its Subsidiaries as at such date and the consolidated pro forma results of operations of the Borrower and its Subsidiaries for the period ended on such date, in each case giving effect to the Transaction, all in accordance with GAAP.

(e) The consolidated forecasted balance sheet, statements of income and cash flows of the Borrower and its Subsidiaries delivered pursuant to Sections 4.01 and 6.01(c) were prepared in good faith on the basis of the assumptions stated therein, which assumptions were believed to be reasonable in light of the conditions existing at the time of delivery of such forecasts, it being understood that actual results may vary from such forecasts and that such variations may be material.

5.06. Litigation. Except as set forth on Schedule 5.06, there are no actions, suits, proceedings, claims or disputes pending or, to the knowledge of the Borrower, threatened, at law, in equity, in arbitration or before any Governmental Authority, by or against the Borrower or any of its Subsidiaries or against any of their properties or revenues that (a) purport to affect or pertain to this Agreement, any other Loan Document, any Related Document or the consummation of the Transaction, or (b) either individually or in the aggregate, if determined adversely, could reasonably be expected to have a Material Adverse Effect.

5.07. No Default. Neither any Loan Party nor any Subsidiary thereof is in default under or with respect to, or a party to, any Contractual Obligation that could, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. No Default has occurred and is continuing or would result from the consummation of the transactions contemplated by this Agreement or any other Loan Document.

5.08. Ownership of Property; Liens; Investments.

(a) Each Loan Party and each of its Subsidiaries has good record and marketable title in fee simple to all Material Owned Real Property except for such defects in title as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, or valid leasehold interests in all Material Owned Real Property Leases necessary or used in the ordinary conduct of its business.

(b) Schedule 5.08(b) sets forth a complete and accurate list of all Liens on the property or assets of each Loan Party and each of its Subsidiaries except for those Liens allowed under Section 7.01 (other than Section 7.01(b)), showing as of the date hereof the lienholder thereof, the principal amount of the obligations secured thereby and the property or assets of such Loan Party or such Subsidiary subject thereto. The property of each Loan Party and each of its Subsidiaries is subject to no Liens, other than Liens set forth on Schedule 5.08(b), and as otherwise permitted by Section 7.01.

(c) Schedule 5.08(c) sets forth, as of the Closing Date, a complete and accurate list of all Material Owned Real Property owned by each Loan Party and each of its Subsidiaries, showing as of the date hereof the street address, county or other relevant jurisdiction, state, record owner and book and fair value thereof. Each Loan Party and each of its Subsidiaries has good, marketable and insurable fee simple title to the Material Owned Real Property owned by such Loan Party or such Subsidiary, free and clear of all Liens, other than Liens created or permitted by the Loan Documents or otherwise permitted by Section 7.01.

(d) (i) Schedule 5.08(d)(i) sets forth, as of the Closing Date, a complete and accurate list of all Material Real Property Leases under which any Loan Party or any Subsidiary of a Loan Party is the lessee, showing as of the date hereof the street address, county or other relevant jurisdiction, state, lessor, lessee, expiration date and annual rental cost thereof. To the Borrower’s knowledge, each such Material Real Property Lease is the legal, valid and binding obligation of the lessor thereof, enforceable in accordance with its terms except as such enforceability may be limited by Debtor Relief Laws or general principles of equity.

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(ii) Schedule 5.08(d)(ii) sets forth a complete and accurate list of all Material Real Property Leases under which any Loan Party or any Subsidiary of a Loan Party is the lessor, showing as of the date hereof the street address, county or other relevant jurisdiction, state, lessor, lessee, expiration date and annual rental cost thereof. To the Borrower’s knowledge, each such lease is the legal, valid and binding obligation of the lessee thereof, enforceable in accordance with its terms except as such enforceability may be limited by Debtor Relief Laws or general principles of equity.

(e) Schedule 5.08(e) sets forth a complete and accurate list of all material Investments held by any Loan Party or any Subsidiary of a Loan Party on the date hereof, showing as of the date hereof the amount, obligor or issuer and maturity, if any, thereof.

5.09. Environmental Compliance.

(a) The Loan Parties are in compliance with all Environmental Laws except where any noncompliance claims could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

(b) None of the properties currently owned or operated by any Loan Party or any of its Subsidiaries is listed or proposed for listing on the NPL or on the CERCLIS or any analogous foreign, state or local list; except as could not reasonably be expected to have a Material Adverse Effect, to the Borrower’s knowledge there are no and never have been any underground or above-ground storage tanks or any surface impoundments, septic tanks, pits, sumps or lagoons in which Hazardous Materials are being or have been treated, stored or disposed on any property currently owned or operated by any Loan Party or any of its Subsidiaries or, to the knowledge of the Loan Parties, on any property owned or operated by any Loan Party or any of its Subsidiaries; there is no asbestos or asbestos-containing material on any property currently owned or operated by any Loan Party or any of its Subsidiaries; and Hazardous Materials have not been released, discharged or disposed of on any property currently owned or operated or, to the knowledge of the Loan Parties, formerly owned or operated by any Loan Party or any of its Subsidiaries except in each case as would not reasonably be expected to result in a Material Adverse Effect.

(c) Neither any Loan Party nor any of its Subsidiaries is undertaking, and has not completed, either individually or together with other potentially responsible parties, any investigation or assessment or remedial or response action relating to any actual or threatened release, discharge or disposal of Hazardous Materials at any site, location or operation, either voluntarily or pursuant to the order of any Governmental Authority or the requirements of any Environmental Law except for such investigation or assessment or response action that, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect; and all Hazardous Materials generated, used, treated, handled or stored at, or transported to or from, any property currently or formerly owned or operated by any Loan Party or any of its Subsidiaries have been disposed of in a manner not reasonably expected to result in material liability to any Loan Party or any of its Subsidiaries except for such liability that could not reasonably be expected to have a Material Adverse Effect.

5.10. Insurance. The properties of the Borrower and its Subsidiaries are insured with financially sound and reputable insurance companies (which shall include an Approved Captive Insurance Subsidiary) in such amounts, with such deductibles and covering such risks as are customarily carried by companies engaged in similar businesses and owning similar properties in localities where the Borrower or the applicable Subsidiary operates and as otherwise required by Section 6.07.

5.11. Taxes. Except as set forth in Schedule 5.11, the Borrower and its Subsidiaries have filed all Federal, state and other material tax returns and reports required to be filed, and have paid all Federal, state and other material taxes, assessments, fees and other governmental charges levied or imposed upon them or their properties, income or assets otherwise due and payable, except those which are being contested in good faith by appropriate proceedings diligently conducted and for which adequate reserves have been provided in accordance with GAAP. There is no proposed tax assessment against the Borrower or any Subsidiary that would, if made, have a Material Adverse Effect. Neither any Loan Party nor any Subsidiary thereof is party to any tax sharing agreement. The Merger will not be taxable to the Borrower, the Acquired Business or any of their respective Subsidiaries or Affiliates.

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5.12. ERISA Compliance.

(a) Each Plan is in compliance in all respects with the applicable provisions of ERISA, the Code and other Federal or state laws except where such noncompliance would not reasonably be expected to result in a Material Adverse Effect. Each Pension Plan that is intended to be a qualified plan under Section 401(a) of the Code has received a favorable determination letter from the Internal Revenue Service to the effect that the form of such Plan is qualified under Section 401(a) of the Code and the trust related thereto has been determined by the Internal Revenue Service to be exempt from federal income tax under Section 501(a) of the Code, or an application for such a letter is currently being processed by the Internal Revenue Service. To the knowledge of the Borrower, nothing has occurred that would prevent or cause the loss of such tax-qualified status.

(b) There are no pending or, to the knowledge of the Borrower, threatened claims, actions or lawsuits, or action by any Governmental Authority, with respect to any Plan that could reasonably be expected to have a Material Adverse Effect. There has been no prohibited transaction or violation of the fiduciary responsibility rules with respect to any Plan that has resulted or could reasonably be expected to result in a Material Adverse Effect.

(c) (i) No ERISA Event has occurred, and neither the Borrower nor any ERISA Affiliate is aware of any fact, event or circumstance that could reasonably be expected to constitute or result in an ERISA Event with respect to any Pension Plan; (ii) the Borrower and each ERISA Affiliate has met all applicable requirements under the Pension Funding Rules in respect of each Pension Plan, and no waiver of the minimum funding standards under the Pension Funding Rules has been applied for or obtained; (iii) as of the most recent valuation date for any Pension Plan, the funding target attainment percentage (as defined in Section 430(d)(2) of the Code) is 60% or higher and neither the Borrower nor any ERISA Affiliate knows of any facts or circumstances that could reasonably be expected to cause the funding target attainment percentage for any such plan to drop below 60% as of the most recent valuation date; (iv) neither the Borrower nor any ERISA Affiliate has incurred any liability to the PBGC other than for the payment of premiums, and there are no premium payments which have become due that are unpaid; (v) neither the Borrower nor any ERISA Affiliate has engaged in a transaction that could be subject to Section 4069 or Section 4212(c) of ERISA; and (vi) no Pension Plan has been terminated by the plan administrator thereof nor by the PBGC, and no event or circumstance has occurred or exists that could reasonably be expected to cause the PBGC to institute proceedings under Title IV of ERISA to terminate any Pension Plan.

(d) Neither the Borrower or any ERISA Affiliate maintains or contributes to, or has any unsatisfied obligation to contribute to, or liability under, any active or terminated Pension Plan other than (A) on the Closing Date, those listed on Schedule 5.12(d) hereto and (B) thereafter, Pension Plans not otherwise prohibited by this Agreement.

5.13. Subsidiaries; Equity Interests; Loan Parties. As of the Closing Date, no Loan Party has any Subsidiaries other than those specifically disclosed in Part (a) of Schedule 5.13, and all of the outstanding Equity Interests in such Subsidiaries have been validly issued, are fully paid and non-assessable and are owned by a Loan Party in the amounts specified on Part (a) of Schedule 5.13 free and clear of all Liens except (i) those created under the Collateral Documents, and (ii) any nonconsensual Lien that is permitted under Section 7.01. No Loan Party has any equity investments in any other corporation or entity other than those specifically disclosed in Part (b) of Schedule 5.13. All of the outstanding Equity Interests in the Borrower have been validly issued, are fully paid and non-assessable. Set forth on Part (d) of Schedule 5.13 is a complete and accurate list of all Loan Parties, showing as of the Closing Date (as to each Loan Party) the jurisdiction of its incorporation, the address of its principal place of business and its U.S. taxpayer identification number or, in the case of any non-U.S. Loan Party that does not have a U.S. taxpayer identification number, its unique identification number issued to it by the jurisdiction of its incorporation. The copy of the charter of each Loan Party and each amendment thereto provided pursuant to Section 4.01(a)(vii) is a true and correct copy of each such document, each of which is valid and in full force and effect.

5.14. Margin Regulations; Investment Company Act.

(a) The Borrower is not engaged and will not engage, principally or as one of its important activities, in the business of purchasing or carrying margin stock (within the meaning of Regulation U issued by the FRB), or extending credit for the purpose of purchasing or carrying margin stock. Following the application of the proceeds of each Borrowing or drawing under each Letter of Credit, not more than 25% of the value of the assets (either of

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the Borrower only or of the Borrower and its Subsidiaries on a consolidated basis) subject to the provisions of Section 7.01 or Section 7.05 or subject to any restriction contained in any agreement or instrument between the Borrower and any Lender or any Affiliate of any Lender relating to Indebtedness and within the scope of Section 8.01(e) will be margin stock.

(b) None of the Borrower, any Person Controlling the Borrower, or any Subsidiary is or is required to be registered as an “investment company” under the Investment Company Act of 1940.

5.15. Disclosure. No report, financial statement, certificate or other written information furnished by or on behalf of any Loan Party to the Administrative Agent or any Lender in connection with the transactions contemplated hereby and the negotiation of this Agreement or delivered hereunder or under any other Loan Document (in each case as modified or supplemented by other information so furnished) contains any material misstatement of fact or omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not materially misleading; provided that, with respect to projected financial information, the Borrower represents only that such information was prepared in good faith based upon assumptions believed to be reasonable at the time of preparation; it being understood that such projections may vary from actual results and that such variances may be material.

5.16. Compliance with Laws. Except as set forth on Schedule 5.16, as of the date hereof, each Loan Party and each Subsidiary thereof is in compliance in all respects with the requirements of all Laws and all orders, writs, injunctions and decrees applicable to it or to its properties, except in such instances in which such requirement of Law or order, writ, injunction or decree is being contested in good faith by appropriate proceedings diligently conducted or where such noncompliance could not reasonably be expected to have a Material Adverse Effect.

5.17. Intellectual Property; Licenses, Etc. Each Loan Party and each of its Subsidiaries own, or possess the right to use, all of the trademarks, service marks, trade names, copyrights, patents, patent rights, franchises, licenses and other intellectual property rights (collectively, “IP Rights”) that are reasonably necessary for the operation of their respective businesses, without conflict to the Borrower’s knowledge with the rights of any other Person, and Schedule 5.17 sets forth a complete and accurate list of all registered IP Rights owned or used by each Loan Party and each of its Subsidiaries. To the knowledge of the Borrower, no slogan or other advertising device, product, process, method, substance, part or other material now employed, or now contemplated to be employed, by any Loan Party or any of its Subsidiaries and material to the business of such Loan Party or Subsidiary infringes upon any rights held by any other Person. No claim or litigation regarding any of the foregoing is pending or, to the knowledge of the Borrower, threatened in writing, which, either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.

5.18. Solvency. On the Closing Date after giving effect to the Transactions, the Loan Parties, on a consolidated basis, are Solvent.

5.19. Casualty, Etc. As of the date hereof, neither the businesses nor the properties, including without limitation, the Mortgaged Properties, of any Loan Party or any of its Subsidiaries are affected by any Casualty Event (whether or not covered by insurance) that, either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.

5.20. Labor Matters. There are no strikes, stoppages or slowdowns or other labor disputes against the Borrower or any of its Subsidiaries pending or, to the knowledge of the Borrower, threatened that (individually or in the aggregate) could reasonably be expected to have a Material Adverse Effect. Except as set forth on Schedule 5.20 as of the date hereof, to the knowledge of Borrower, hours worked by and payment made to employees of the Borrower and its Subsidiaries have not been in violation of the Fair Labor Standards Act or any other applicable requirement of law dealing with such matters that (individually or in the aggregate) could reasonably be expected to have a Material Adverse Effect. All payments due from the Borrower or any of its Subsidiaries on account of employee health and welfare insurance that (individually or in the aggregate) could reasonably be expected to have a Material Adverse Effect if not paid have been paid or accrued as a liability on the books of the Borrower or the relevant Subsidiary.

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5.21. Collateral Documents. The provisions of the Collateral Documents are effective to create in favor of the Administrative Agent for the benefit of the Secured Parties a legal, valid and enforceable first priority Lien (subject to Liens permitted by Section 7.01) on all right, title and interest of the respective Loan Parties in the Collateral described therein. Except for filings completed prior to the Closing Date and as contemplated hereby and by the Collateral Documents, no filing or other action will be necessary to perfect or protect such Liens.

5.22. Reportable Transactions. Neither the Borrower nor any of its Subsidiaries expects to identify one or more of the Loans under this Agreement as a “reportable transaction” on IRS Form 8886 filed with the U.S. tax returns for purposes of Section 6011, 6111 or 6112 of the Code or the Treasury Regulations promulgated thereunder.

5.23. Regulation H. No Mortgage encumbers improved real property that is located in an area that has been identified by the Secretary of Housing and Urban Development as an area having special flood hazards and in which flood insurance has been made available under the National Flood Insurance Act of 1968.

5.24. Use of Proceeds. The Borrowers will use the proceeds of (a) the Term Loans to effect the Transaction and pay related fees and expenses and (b) the Revolving Loans and Swing Line Loans on and after the Closing Date to provide ongoing working capital and for other general corporate purposes (including to effect Permitted Acquisitions).

5.25. Senior Debt. The Obligations constitute “Designated Senior Indebtedness” (or similar term) under, and defined in, any subordinated Indebtedness of the Borrower and its Subsidiaries.

5.26. Compliance with Health Care Laws. Without limiting the generality of any other representation and warranty contained herein:

(a) Except as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, each of Borrower, its Subsidiaries, and their respective officers, directors, employees, agents and contractors (exercising their respective duties on behalf of the Borrower or any of its Subsidiaries) and each hospice that is not a Subsidiary operated by Borrower or a Subsidiary is, and within the last six years has been, in compliance with all relevant Health Care Laws, and, with respect to the civil monetary penalty law (42 U.S.C. § 1320a-7a), none of them has engaged in any conduct that would result in a material violation of any law or regulation for which penalties could be imposed under 42 U.S.C. § 1320a-7a.

(b) Except as set forth on Schedule 5.26(b) and except as could not, individually or in the aggregate reasonably be expected to have a Material Adverse Effect, each of the Borrower and its Subsidiaries and each hospice that is not a Subsidiary but is operated by Borrower or a Subsidiary has (i) all licenses, consents, certificates, permits, authorizations, approvals, franchises, registrations, certificates of need, accreditations, and other rights from, and has made all declarations and filings with, all applicable Governmental Authorities and accrediting organizations (each, a “Health Care Permit”) necessary to operate its business, and (ii) not received notice and has no knowledge that any Governmental Authority or accreditation organization is considering limiting, suspending, terminating, or revoking any such Health Care Permit. All such Health Care Permits are valid and in full force and effect, except as could not reasonably be expected to have a Material Adverse Effect, and the Borrower and each of its Subsidiaries and each hospice that is not a Subsidiary but is operated by Borrower or a Subsidiary is in material compliance with the terms and conditions of all such Health Care Permits and with the rules and regulations of the Governmental Authorities and accrediting organizations having jurisdiction with respect to such Health Care Permits.

(c) To the extent it participates in a particular Program, each of the Borrower and its Subsidiaries and each hospice that is not a Subsidiary but is operated by Borrower or a Subsidiary meets all of the requirements of participation and payment of Medicare, Medicaid, Tricare any other state or federal government health care programs, and any other public or private third party payor programs (collectively, “Programs”) and is a party to valid participation agreements for payment by such Programs, except as could not reasonably be expected to have a Material Adverse Effect. Except as set forth on Schedule 5.26(c), there is no investigation, audit, claim review, or other action pending or, to the knowledge of the Borrower, threatened which could result in a revocation, suspension, termination, probation, material

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restriction, material limitation, or non-renewal of any Program participation agreement or result in the Borrowers or any of its Subsidiaries exclusion from any Program, except as could not reasonably be expected to have a Material Adverse Effect. Schedule 5.26(c) sets forth an accurate, complete and current list of (i) all Medicaid, Tricare and other state and federal government health care program participation agreements, or, in the case of Medicare, each provider number, and (ii) the top twenty-five (25) payors, by revenue, in each case, of the Borrower and its Subsidiaries, on a consolidated basis, as of the Closing Date.

(d) None of the Borrower, any of its Subsidiaries, or their respective officers, directors and, to the Borrowers knowledge, employees, agents and contractors has been or is currently excluded from participation in government health care programs pursuant to 42 U.S.C. § 1320a-7; except (i) as set forth on Schedule 5.26(d) and (ii) with respect to employees, agents or contractors, where exclusion from participation in such government health programs could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

(e) Except as set forth on Schedule 5.26(e), as of the Closing Date, none of the Borrower or any of its Subsidiaries, or any hospice that is not a Subsidiary but is operated by Borrower or a Subsidiary (i) is a party to a corporate integrity agreement, (ii) has any reporting obligations pursuant to a settlement agreement, plan of correction, or other remedial measure entered into with any Governmental Authority, or (iii) has been served with or received any search warrant, subpoena, civil investigative demand or contact letter, or received notice of any audit (other than routine audits in the ordinary course of business) from any Governmental Agency related to its business operations. The Borrower and each of its Subsidiaries, as applicable, has complied in all material respects with the terms and conditions of any corporate integrity agreements, settlement agreements, plans of correction, other remedial measures, search warrants, subpoenas, civil investigative demands, or contract letters set forth on Schedule 5.26(e).

5.27. HIPAA Compliance.

(a) To the extent that and for so long as (i) the Borrower or any of its Subsidiaries or any hospice that is not a Subsidiary but is operated by Borrower or a Subsidiary is a “covered entity” as defined in 45 C.F.R. § 160.103, (ii) the Borrower or any of its Subsidiaries and/or its respective business and operations are subject to or covered by the HIPAA administrative requirements codified at 45 C.F.R. Parts 160 and 162 (the “Transactions Rule”) and/or the HIPAA security and privacy requirements codified at 45 C.F.R. Parts 160 and 164 (the “Privacy and Security Rules”), and/or (iii) the Borrower or any of its Subsidiaries sponsors any “group health plans” as defined in 45 C.F.R. § 160.103, such Person has, except to the extent that the failure to do any of the following could not reasonably be expected to have a Material Adverse Effect: (x) completed surveys, audits, inventories, reviews, analyses and/or assessments, including risk assessments (collectively “Assessments”), of all areas of its business and operations subject to HIPAA and/or that could be adversely affected by the failure of such Person to be HIPAA Compliant to the extent these Assessments are appropriate or required for such Person to be HIPAA Compliant; (y) established a plan for the Borrower and each of its Subsidiaries and each hospice that is not a Subsidiary but is operated by Borrower or a Subsidiary to be and remain HIPAA Compliant (a “HIPAA Compliance Plan”); and (z) implemented its HIPAA Compliance Plan to ensure that such Person is HIPAA Compliant. For purposes of this Agreement, “HIPAA Compliant” shall mean that a Person (1) is in compliance in all material respects with the applicable requirements of HIPAA, including all requirements of the Transactions Rule and the Privacy and Security Rules and (2) is not subject to, and could not reasonably be expected to become subject to, any civil or criminal penalty or any investigation, claim or process that could reasonably be expected to have a Material Adverse Effect.

(b) The Borrower and each of its Subsidiaries and/or certain other respective affiliates thereof have elected to be treated as a single covered entity in accordance with the Privacy and Security Rules (45 C.F.R. § 164.105(b)), have documented such affiliation in accordance with 45 C.F.R. §164.105(b), and are in compliance with the requirements of 45 C.F.R. §164.105(b).

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ARTICLE VI

AFFIRMATIVE COVENANTS

So long as any Lender shall have any Commitment hereunder, any Loan or other Obligation hereunder shall remain unpaid or unsatisfied, or any Letter of Credit shall remain outstanding, the Borrower shall, and shall (except in the case of the covenants set forth in Sections 6.01, 6.02, 6.03 and 6.11) cause each Subsidiary to:

6.01. Financial Statements. Deliver to the Administrative Agent, in form and detail reasonably satisfactory to the Administrative Agent and the Required Lenders:

(a) as soon as available, but in any event within 90 days after the end of each fiscal year of the Borrower (or, if earlier, 15 days after the date required to be filed with the SEC (without giving effect to any extension permitted by the SEC))(commencing with the fiscal year ending January 2, 2011), a consolidated and consolidating balance sheet of the Borrower and its Subsidiaries as at the end of such fiscal year, and the related consolidated and consolidating statements of income or operations, changes in shareholders’ equity, and cash flows for such fiscal year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail and prepared in accordance with GAAP, such consolidated statements to be audited and accompanied by a report and opinion of an independent certified public accountant of nationally recognized standing reasonably acceptable to the Required Lenders, which report and opinion shall be prepared in accordance with generally accepted auditing standards and shall not be subject to any “going concern” or like qualification or exception or any qualification or exception as to the scope of such audit, and such consolidating statements to be certified by the chief executive officer, chief financial officer, treasurer or controller of the Borrower to the effect that such statements are fairly stated in all material respects when considered in relation to the consolidated financial statements of the Borrower and its Subsidiaries;

(b) as soon as available, but in any event within 45 days after the end of each of the first three fiscal quarters of each fiscal year of the Borrower (or, if earlier, 5 days after the date required to be filed with the SEC (without giving effect to any extension permitted by the SEC)) (commencing with the fiscal quarter ended October 3, 2010), a consolidated and consolidating balance sheet of the Borrower and its Subsidiaries as at the end of such fiscal quarter, and the related consolidated and consolidating statements of income or operations and cash flows for such fiscal quarter and for the portion of the Borrower’s fiscal year then ended, setting forth in each case in comparative form the figures for the corresponding fiscal quarter of the previous fiscal year and the corresponding portion of the previous fiscal year, all in reasonable detail, such consolidated statements to be certified by the chief executive officer, chief financial officer, treasurer or controller of the Borrower as fairly presenting in all material respects the financial condition, results of operations, shareholders’ equity and cash flows of the Borrower and its Subsidiaries in accordance with GAAP, subject only to normal year-end audit adjustments and the absence of footnotes and such consolidating statements to be certified by the chief executive officer, chief financial officer, treasurer or controller of the Borrower to the effect that such statements are fairly stated in all material respects when considered in relation to the consolidated financial statements of the Borrower and its Subsidiaries; and

(c) as soon as available, but in any event no later than 60 days after the end of each fiscal year of the Borrower, an annual business plan and budget of the Borrower and its Subsidiaries on a consolidated basis, including forecasts prepared by management of the Borrower, in form satisfactory to the Administrative Agent and the Required Lenders, of consolidated balance sheets and statements of income or operations and cash flows of the Borrower and its Subsidiaries on a quarterly basis for the then current fiscal year (including the fiscal year in which the Maturity Date for the Term B Facility occurs).

As to any information contained in materials furnished pursuant to Section 6.02(c), the Borrower shall not be separately required to furnish such information under Section 6.01(a) or (b) above, but the foregoing shall not be in derogation of the obligation of the Borrower to furnish the information and materials described in Sections 6.01(a) and (b) above at the times specified therein.

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6.02. Certificates; Other Information. Deliver to the Administrative Agent, in form and detail satisfactory to the Administrative Agent and the Required Lenders:

(a) concurrently with the delivery of the financial statements referred to in Section 6.01(a), a certificate of its independent certified public accountants certifying such financial statements and stating that in making the examination necessary therefor no knowledge was obtained of any Default under Section 7.11, or, if any such Default shall exist, stating the nature and status of such event;

(b) concurrently with the delivery of the financial statements referred to in Sections 6.01(a) and (b) (commencing with the delivery of the financial statements for the fiscal quarter ended October 3, 2010) a duly completed Compliance Certificate signed by the chief executive officer, chief financial officer, treasurer or controller of the Borrower (which delivery may, unless the Administrative Agent, or a Lender requests executed originals, be by electronic communication including fax or email and shall be deemed to be an original authentic counterpart thereof for all purposes);

(c) promptly after any request by the Administrative Agent or any Lender, copies of any detailed audit reports, management letters or recommendations submitted to the board of directors (or the audit committee of the board of directors) of any Loan Party by independent accountants in connection with the accounts or books of any Loan Party or any of its Subsidiaries, or any audit of any of them;

(d) promptly after the same are available, copies of each annual report, proxy or financial statement or other report or communication sent to the stockholders of the Borrower, and copies of all annual, regular, periodic and special reports and registration statements which the Borrower may file or be required to file with the SEC under Section 13 or 15(d) of the Securities Exchange Act of 1934, or with any national securities exchange, and in any case not otherwise required to be delivered to the Administrative Agent pursuant hereto;

(e) promptly after the furnishing thereof, copies of any statement or report furnished to any holder of debt securities of any Loan Party or of any of its Subsidiaries pursuant to the terms of any indenture, loan or credit or similar agreement and not otherwise required to be furnished to the Lenders pursuant to Section 6.01 or any other clause of this Section 6.02;

(f) as soon as available, but in any event within 30 days after the end of each fiscal year of the Borrower, a report summarizing the insurance coverage (specifying type, amount and carrier) in effect for the Loan Parties and their Subsidiaries in form and detail reasonably satisfactory to the Administrative Agent and containing such additional information as the Administrative Agent, or any Lender through the Administrative Agent, may reasonably specify;

(g) promptly, and in any event within five Business Days after receipt thereof by any Loan Party or any Subsidiary thereof, copies of each notice or other correspondence received from the SEC (or comparable agency in any applicable non-U.S. jurisdiction) concerning any investigation or possible investigation or other inquiry by such agency regarding financial or other operational results of any Loan Party or any Subsidiary thereof;

(h) not later than five Business Days after receipt thereof by any Loan Party or any Subsidiary thereof, copies of all material notices, requests and other documents (including amendments, waivers and other modifications) so received under or pursuant to any Related Document or instrument, indenture, loan or credit or similar agreement and, from time to time upon request by the Administrative Agent, such information and reports regarding such Related Documents, instruments, indentures and loan and credit and similar agreements as the Administrative Agent may reasonably request;

(i) promptly after the assertion or occurrence thereof, notice of any action or proceeding against or of any noncompliance by any Loan Party or any of its Subsidiaries with any Environmental Law or Environmental Permit that could (i) reasonably be expected to have a Material Adverse Effect or (ii) cause any property described in the Mortgages to be subject to any materially adverse restrictions on ownership, occupancy, use or transferability under any Environmental Law;

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(j) as soon as available, but in any event within 90 days after the end of each fiscal year of the Borrower, (i) a report supplementing Schedules 5.08(c), 5.08(d)(i) and 5.08(d)(ii), including an identification of all Material Owned Real Property and all Material Real Property Leases disposed of by any Loan Party or any Subsidiary thereof during such fiscal year, a list and description (including the street address, county or other relevant jurisdiction, state, record owner, book value thereof and, in the case of leases of property, lessor, lessee, expiration date and annual rental cost thereof) of all Material Real Property acquired or Material Owned Real Property Leases entered into during such fiscal year and a description of such other changes in the information included in such Schedules as may be necessary for such Schedules to be accurate and complete; (ii) a report supplementing Schedule 5.17, setting forth (A) a list of registration numbers for all material patents, trademarks, service marks, trade names and copyrights awarded to any Loan Party or any Subsidiary thereof during such fiscal year and (B) a list of all material patent applications, trademark applications, service mark applications, trade name applications and copyright applications submitted by any Loan Party or any Subsidiary thereof during such fiscal year and the status of each such application; and (iii) a report supplementing Schedules 5.08(e) and 5.13 containing a description of all changes in the information included in such Schedules as may be necessary for such Schedules to be accurate and complete, each such report to be signed by a Responsible Officer of the Borrower and to be in a form reasonably satisfactory to the Administrative Agent;

(k) not later than 30 days after such amendment, copies of each material amendment to any Organizational Document of any Loan Party; and

(l) promptly, such additional information regarding the business, financial, legal or corporate affairs of any Loan Party or any Subsidiary thereof, or compliance with the terms of the Loan Documents, as the Administrative Agent or any Lender may from time to time reasonably request.

Documents required to be delivered pursuant to Section 6.01(a) or (b) or Section 6.02(d) (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower posts such documents, or provides a link thereto on the Borrower’s website on the Internet at the website address listed on Schedule 10.02; or (ii) on which such documents are posted on the Borrower’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that: (i) the Borrower shall deliver paper copies of such documents to the Administrative Agent or any Lender upon its request to the Borrower to deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender and (ii) the Borrower shall notify the Administrative Agent (by facsimile or electronic mail) of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. The Administrative Agent shall have no obligation to request the delivery of or to maintain paper copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Borrower with any such request by a Lender for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents.

The Borrower hereby acknowledges that (a) the Administrative Agent and/or the Arrangers will make available to the Lenders and the L/C Issuer materials and/or information provided by or on behalf of the Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on IntraLinks or another similar electronic system (the “Platform”) and (b) certain of the Lenders (each, a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to the Borrower or its Affiliates, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securities. The Borrower hereby agrees that it will use commercially reasonable efforts to identify that portion of the Borrower Materials that may be distributed to the Public Lenders and that (w) all such Borrower Materials shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” the Borrower shall be deemed to have authorized the Administrative Agent, the Arrangers, the L/C Issuer and the Lenders to treat such Borrower Materials as not containing any material non-public information (although it may be sensitive and proprietary) with respect to the Borrower or its securities for purposes of United States Federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 10.07); (y) all Borrower Materials marked “PUBLIC” are

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permitted to be made available through a portion of the Platform designated “Public Side Information”; and (z) the Administrative Agent and the Arrangers shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Side Information.”

6.03. Notices. Promptly notify the Administrative Agent and each Lender:

(a) of the occurrence of any Default;

(b) of any matter that has resulted or could reasonably be expected to result in a Material Adverse Effect, including (i) breach or non-performance of, or any default under, a Contractual Obligation of the Borrower or any Subsidiary; (ii) any dispute, litigation, investigation, proceeding or suspension between the Borrower or any Subsidiary and any Governmental Authority; or (iii) the commencement of, or any material development in, any litigation or proceeding affecting the Borrower or any Subsidiary, including pursuant to any applicable Environmental Laws;

(c) of the occurrence of any ERISA Event;

(d) of any material change in accounting policies or financial reporting practices by any Loan Party or any Subsidiary thereof;

(e) of the (i) occurrence of any Disposition of property or assets for which the Borrower is required to make a mandatory prepayment pursuant to Section 2.05(b)(ii), (ii) occurrence of any sale of capital stock or other Equity Interests for which the Borrower is required to make a mandatory prepayment pursuant to Section 2.05(b)(iii), (iii) incurrence or issuance of any Indebtedness for which the Borrower is required to make a mandatory prepayment pursuant to Section 2.05(b)(iv), and (iv) receipt of any Extraordinary Receipt for which the Borrower is required to make a mandatory prepayment pursuant to Section 2.0(b)(v); and

(f) of any announcement by Moody’s or S&P of any change in a Debt Rating.

Each notice pursuant to this Section 6.03 (other than Section 6.03(e) or (f)) shall be accompanied by a statement of a Responsible Officer of the Borrower setting forth details of the occurrence referred to therein and stating what action the Borrower has taken and proposes to take with respect thereto.

6.04. Payment of Obligations. Pay and discharge as the same shall become due and payable, all its material obligations and liabilities, including (a) all tax liabilities, assessments and governmental charges or levies upon it or its properties or assets, unless the same are being contested in good faith by appropriate proceedings diligently conducted and adequate reserves in accordance with GAAP are being maintained by the Borrower or such Subsidiary; (b) all lawful claims which, if unpaid, would by law become a Lien upon its property which would not be allowed under Section 7.01; and (c) all Indebtedness, as and when due and payable, but subject to any subordination provisions contained in any instrument or agreement evidencing such Indebtedness.

6.05. Preservation of Existence, Etc. (a) Preserve, renew and maintain in full force and effect its legal existence and good standing under the Laws of the jurisdiction of its organization except in a transaction permitted by Section 7.04 or 7.05; provided, however, that the Borrower may consummate the Merger; (b) take all reasonable action to maintain all rights, privileges, permits, licenses and franchises necessary or desirable in the normal conduct of its business, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; and (c) preserve or renew all of its registered patents, trademarks, trade names and service marks, the non-preservation of which could reasonably be expected to have a Material Adverse Effect.

6.06. Maintenance of Properties. (a) Maintain, preserve and protect all of its material properties and equipment necessary in the operation of its business in good working order and condition, ordinary wear and tear excepted; (b) make all necessary repairs thereto and renewals and replacements thereof except in the case of clauses (a) and (b) where the failure to do so could not reasonably be expected to have a Material Adverse Effect; and (c) use the standard of care typical in the industry in the operation and maintenance of its facilities.

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6.07. Maintenance of Insurance.

(a) Maintain with financially sound and reputable insurance companies, which shall include an Approved Captive Insurance Subsidiary, insurance with respect to its properties and business against loss or damage of the kinds customarily insured against by Persons engaged in the same or similar business, of such types and in such amounts as are customarily carried under similar circumstances by such other Persons and providing for not less than 30 days’ prior notice to the Administrative Agent of termination, lapse or cancellation of such insurance.

(b) In addition to, and without limiting the foregoing, Borrower and its Subsidiaries shall maintain or require the maintenance of medical malpractice and other professional insurance with a responsible insurance company, which shall include an Approved Captive Insurance Subsidiary, for and covering each Loan Party and each Loan Party’s employees, officers, directors or contractors who provides professional medical services to patients. Such insurance shall cover such casualties, risks and contingencies, shall be of the type and in amounts, and may be subject to deductibles as are customarily maintained by Persons employed or serving in the same or a similar capacity.

(c) With respect to each Mortgaged Property, obtain flood insurance in such total amount as the Administrative Agent or the Required Lenders may from time to time reasonably require, if at any time the area in which any improvements are located on any Mortgaged Property is designated a “flood hazard area” in any Flood Insurance Rate Map published by the Federal Emergency Management Agency (or any successor agency), and otherwise comply with the National Flood Insurance Program as set forth in the Flood Disaster Protection Act of 1973, as amended from time to time.

6.08. Compliance with Health Care Laws.

(a) Comply with all applicable Health Care Laws except where noncompliance could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.

(b) Obtain, maintain and preserve, and take all necessary action to timely renew, all Health Care Permits which are necessary to operate its business except where such failure to obtain, maintain or preserve could not individually or in the aggregate reasonably be expected to result in a Material Adverse Effect.

(c) (i) Remain in material compliance with all requirements of participation and payment of any Programs in which it participates, and (ii) maintain valid participation agreements for payment by any material Program that it bills and participates in.

(d) Comply in all material respects with all terms and conditions of each settlement agreement and corporate integrity agreement entered into with any Governmental Authority.

(e) Maintain on its behalf a corporate health care regulatory compliance program (“CPP”) which complies in all material respects with all applicable Health Care Laws and which, during the term of this Agreements, shall be modified from time to time, as necessary, to ensure continuing compliance with all applicable Health Care Laws.

6.09. Books and Records. (a) Maintain proper books of record and account, in which full, true and correct entries in all material respects in conformity with GAAP consistently applied shall be made of all financial transactions and matters involving the assets and business of the Borrower or such Subsidiary, as the case may be, and (b) maintain such books of record and account in material conformity with all applicable requirements of any Governmental Authority having regulatory jurisdiction over the Borrower or such Subsidiary, as the case may be.

6.10. Inspection Rights. Permit representatives and independent contractors of the Administrative Agent and each Lender to visit and inspect any of its properties, to examine its corporate, financial and operating records, and make copies thereof or abstracts therefrom, and to discuss its affairs, finances and accounts with its directors, officers, and independent public accountants, all at the expense of the Borrower and at such reasonable times during normal business hours and as often as may be reasonably desired, upon reasonable advance notice to

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the Borrower; provided that, excluding any such visits and inspections during the continuation of an Event of Default, only the Administrative Agent on behalf of the Lenders may exercise rights under this Section 6.10 and the Administrative Agent shall not exercise such rights more often than two (2) times during any calendar year absent the existence of an Event of Default and only one (1) such time shall be at the Borrower’s expense; provided, however, that when an Event of Default exists the Administrative Agent or any Lender (or any of their respective representatives or independent contractors) may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice. Notwithstanding anything to the contrary in this Section 6.10, none of the Borrower or any Loan Party will be required to disclose, permit the inspection, examination or making copies or abstracts of, or discussion of, any documents, information or other matter (i) that constitutes non-financial trade secrets or non-financial proprietary information, (ii) in respect of which disclosure to the Administrative Agent or any Lender (or their respective representatives or contractors) is prohibited by Law or any binding agreement or (iii) that is subject to attorney-client or similar privilege or constitutes attorney work product.

6.11. Use of Proceeds. Use the proceeds of the Credit Extensions (i) to finance the Merger and the Refinancing, (ii) to pay fees and expenses incurred in connection with the Transaction and (iii) to provide ongoing working capital and for general corporate purposes not in contravention of any Law or of any Loan Document.

6.12. Covenant to Guarantee Obligations and Give Security.

(a) Upon the formation or acquisition of any new direct or indirect wholly-owned Subsidiary (other than an Approved Captive Insurance Subsidiary, any CFC or a Subsidiary that is held directly or indirectly by a CFC) by any Loan Party (which, for the purposes of this paragraph, shall include any existing Subsidiary that ceases to be an Approved Captive Insurance Subsidiary), then the Borrower shall, at the Borrower’s expense:

(i) within 30 days after such formation or acquisition, cause such Subsidiary, and cause each direct and indirect parent of such Subsidiary (if it has not already done so), to duly execute and deliver to the Administrative Agent a guaranty or guaranty supplement, in form and substance reasonably satisfactory to the Administrative Agent, guaranteeing the other Loan Parties’ obligations under the Loan Documents,

(ii) within 30 days after such formation or acquisition, furnish to the Administrative Agent a description of the real and personal properties of such Subsidiary, in detail reasonably satisfactory to the Administrative Agent,

(iii) within 30 days after such formation or acquisition, cause such Subsidiary and each direct and indirect parent of such Subsidiary (if it has not already done so) to duly execute and deliver to the Administrative Agent Mortgages, Security Agreement Supplements, IP Security Agreement Supplements and other security and pledge agreements, as specified by and in form and substance satisfactory to the Administrative Agent (including delivery of all Pledged Securities in and of such Subsidiary, and other instruments of the type specified in Section 4.01(a)(iii)), securing payment of all the Obligations of such Subsidiary or such parent, as the case may be, under the Loan Documents and constituting Liens on all such real and personal properties,

(iv) within 30 days after such formation or acquisition, cause such Subsidiary and each direct and indirect parent of such Subsidiary (if it has not already done so) to take whatever action (including the recording of Mortgages, the filing of Uniform Commercial Code financing statements, the giving of notices and the endorsement of notices on title documents) may be reasonably necessary or advisable in the opinion of the Administrative Agent to vest in the Administrative Agent (or in any representative of the Administrative Agent designated by it) valid and subsisting Liens on the properties purported to be subject to the Mortgages, Security Agreement Supplements, IP Security Agreement Supplements and security and pledge agreements delivered pursuant to this Section 6.12, enforceable against all third parties in accordance with their terms except as such enforceability may be limited by Debtor Relief Laws and by general principles of equity (regardless of whether enforcement is sought in equity or at law),

(v) within 60 days after such formation or acquisition, deliver to the Administrative Agent, upon the request of the Administrative Agent in its sole discretion, a signed copy of a favorable opinion, addressed to the Administrative Agent and the other Secured Parties, of counsel for the Loan Parties acceptable to the Administrative Agent as to the matters contained in clauses (i), (iii) and (iv) above, and as to such other matters as the Administrative Agent may reasonably request, and

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(vi) as promptly as practicable after such formation or acquisition, deliver, upon the request of the Administrative Agent in its sole discretion, to the Administrative Agent with respect to each Material Owned Real Property, title reports, surveys, opinions, life of loan flood hazard determinations and such other documentation as reasonably required by the Administrative Agent, each in scope, form and substance reasonably satisfactory to the Administrative Agent, provided, however, that to the extent that any Loan Party or any of its Subsidiaries shall have otherwise received any of the foregoing items with respect to such real property, such items shall, promptly after the receipt thereof, be delivered to the Administrative Agent.

(b) Upon the acquisition of any property by any Loan Party, if such property, in the judgment of the Administrative Agent, shall not already be subject to a perfected first priority security interest in favor of the Administrative Agent for the benefit of the Secured Parties (subject to Liens permitted under Section 7.01), then the Borrower shall, at the Borrower’s expense:

(i) within 30 days after such acquisition, furnish to the Administrative Agent a description of the property so acquired in detail reasonably satisfactory to the Administrative Agent,

(ii) within 30 days after such acquisition, cause the applicable Loan Party to duly execute and deliver to the Administrative Agent a Mortgage, Security Agreement Supplements, IP Security Agreement Supplements and other security and pledge agreements, as specified by and in form and substance reasonably satisfactory to the Administrative Agent, securing payment of all the Obligations of the applicable Loan Party under the Loan Documents and constituting Liens on all such properties,

(iii) within 30 days after such acquisition, cause the applicable Loan Party to take whatever action (including the recording of Mortgages, the filing of Uniform Commercial Code financing statements, the giving of notices and the endorsement of notices on title documents) may be reasonable, necessary or advisable in the opinion of the Administrative Agent to vest in the Administrative Agent (or in any representative of the Administrative Agent designated by it) valid and subsisting Liens on such property, enforceable against all third parties except as such enforceability may be limited by Debtor Relief Laws and by general principles of equity (regardless of whether enforcement is sought in equity or at law),

(iv) within 60 days after such acquisition, deliver to the Administrative Agent, upon the request of the Administrative Agent in its sole discretion, a signed copy of a favorable opinion, addressed to the Administrative Agent and the other Secured Parties, of counsel for the Loan Parties reasonably acceptable to the Administrative Agent as to the matters contained in clauses (ii) and (iii) above and as to such other matters as the Administrative Agent may reasonably request, and

(v) as promptly as practicable after any acquisition of a Material Owned Real Property, deliver, upon the request of the Administrative Agent in its sole discretion, to the Administrative Agent with respect to such real property, a Mortgage, title reports, opinions, surveys, life of loan flood hazard determinations and any and all other documentation as reasonably required by the Administrative Agent, each in scope, form and substance satisfactory to the Administrative Agent, provided, however, that to the extent that any Loan Party or any of its Subsidiaries shall have otherwise received any of the foregoing items with respect to such real property, such items shall, promptly after the receipt thereof, be delivered to the Administrative Agent,

(c) Upon the request of the Administrative Agent following the occurrence and during the continuance of a Default, the Borrower shall, at the Borrower’s expense:

(i) within 10 days after such request, furnish to the Administrative Agent a description of the real and personal properties of the Loan Parties and their respective Subsidiaries in detail reasonably satisfactory to the Administrative Agent,

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(ii) within 15 days after such request, duly execute and deliver, and cause each Subsidiary (other than any CFC or a Subsidiary that is held directly or indirectly by a CFC) of the Borrower (if it has not already done so) to duly execute and deliver, to the Administrative Agent Mortgages, Security Agreement Supplements, IP Security Agreement Supplements and other security and pledge agreements, as specified by and in form and substance reasonably satisfactory to the Administrative Agent (including delivery of all Pledged Securities and Intercompany Notes in and of such Subsidiary, and other instruments of the type specified in Section 4.01(a)(iii)), securing payment of all the Obligations of such Subsidiary under the Loan Documents and constituting Liens on all such properties,

(iii) within 30 days after such request, take, and cause each Subsidiary (other than any CFC or a Subsidiary that is held directly or indirectly by a CFC) of the Borrower to take, whatever action (including the recording of mortgages, the filing of Uniform Commercial Code financing statements, the giving of notices and the endorsement of notices on title documents) may be reasonably necessary or advisable in the opinion of the Administrative Agent to vest in the Administrative Agent (or in any representative of the Administrative Agent designated by it) valid and subsisting Liens on the properties purported to be subject to Mortgages, Security Agreement Supplements, IP Security Agreement Supplements and security and pledge agreements delivered pursuant to this Section 6.12, enforceable against all third parties in accordance with their terms except as such enforceability may be limited by Debtor Relief Laws and by general principles of equity (regardless of whether enforcement is sought in equity or at law),

(iv) within 60 days after such request, deliver to the Administrative Agent, upon the request of the Administrative Agent in its sole discretion, a signed copy of a favorable opinion, addressed to the Administrative Agent and the other Secured Parties, of counsel for the Loan Parties reasonably acceptable to the Administrative Agent as to the matters contained in clauses (ii) and (iii) above, and as to such other matters as the Administrative Agent may reasonably request, and

(v) as promptly as practicable after such request, deliver, upon the request of the Administrative Agent in its sole discretion, to the Administrative Agent with respect to each parcel of real property owned or held by the Borrower and its Subsidiaries, title reports, opinions, surveys, life of loan flood hazard determinations and such other documentation as reasonably required by the Administrative Agent each in scope, form and substance reasonably satisfactory to the Administrative Agent, provided, however, that to the extent that any Loan Party or any of its Subsidiaries shall have otherwise received any of the foregoing items with respect to such real property, such items shall, promptly after the receipt thereof, be delivered to the Administrative Agent.

(d) At any time upon request of the Administrative Agent, promptly execute and deliver any and all further instruments and documents and take all such other action as the Administrative Agent may deem reasonably necessary or desirable in obtaining the full benefits of, or (as applicable) in perfecting and preserving the Liens of, such guaranties, Mortgages, Security Agreement Supplements, IP Security Agreement Supplements and other security and pledge agreements.

(e) With respect to any captive insurance subsidiary to be formed after the Closing Date, if no Default or Event of Default shall exist and be continuing, the Borrower may request in writing to the Administrative Agent that such Subsidiary be designated an Approved Captive Insurance Subsidiary. Such request shall set forth the jurisdiction of organization of such Subsidiary, descriptions of any insurance, reinsurance, insurance fronting arrangements, material contracts and investments proposed to be entered into by such subsidiary and include all other such documents, instruments, agreements and certificates as the Administrative Agent may reasonably request. Upon receipt of such notice, the Administrative Agent may designate such Subsidiary as an Approved Captive Insurance Subsidiary.

6.13. Compliance with Environmental Laws. Except, in each case, to the extent that the failure to do so could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, (a) comply, and cause all lessees and other Persons operating or occupying its properties to comply, with all applicable Environmental Laws and Environmental Permits; (b) obtain and renew all Environmental Permits necessary for its operations and properties; and conduct any investigation, study, sampling and testing, and undertake any cleanup, removal, remedial or other action necessary to remove; and (c) in each case to the extent required by applicable

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Environmental Laws, clean up all Hazardous Materials from any of its properties, in accordance with the requirements of all Environmental Laws; provided, however, that neither the Borrower nor any of its Subsidiaries shall be required to undertake any such cleanup, removal, remedial or other action to the extent that its obligation to do so is being contested in good faith and by proper proceedings and appropriate reserves are being maintained with respect to such circumstances in accordance with GAAP.

6.14. Further Assurances. Promptly upon request by the Administrative Agent, or any Lender through the Administrative Agent, (a) correct any material defect or error that may be discovered in any Loan Document or in the execution, acknowledgment, filing or recordation thereof, and (b) do, execute, acknowledge, deliver, record, re-record, file, re-file, register and re-register any and all such further acts, deeds, certificates, assurances and other instruments as the Administrative Agent, or any Lender through the Administrative Agent, may reasonably require from time to time in order to (i) carry out more effectively the purposes of the Loan Documents, (ii) to the fullest extent permitted by applicable law, subject any Loan Party’s or any of its Subsidiaries’ properties, assets, rights or interests to the Liens now or hereafter intended to be covered by any of the Collateral Documents, (iii) perfect and maintain the validity, effectiveness and priority of any of the Collateral Documents and any of the Liens intended to be created thereunder and (iv) assure, convey, grant, assign, transfer, preserve, protect and confirm more effectively unto the Secured Parties the rights granted or now or hereafter intended to be granted to the Secured Parties under any Loan Document or under any other instrument executed in connection with any Loan Document to which any Loan Party or any of its Subsidiaries is or is to be a party, and cause each of its Subsidiaries to do so.

6.15. Compliance with Terms of Leaseholds. Make all payments and otherwise perform all obligations in respect of all Material Real Property Leases to which the Borrower or any of its Subsidiaries is a party, keep such leases in full force and effect and not allow such leases to lapse or be terminated other than in accordance with their terms or any rights to renew such leases to be forfeited or cancelled, notify the Administrative Agent of any default by any party with respect to such leases and cooperate with the Administrative Agent in all respects to cure any such default, and cause each of its Subsidiaries to do so, except, in any case, where the failure to do so, either individually or in the aggregate, could not be reasonably likely to have a Material Adverse Effect.

6.16. Interest Rate Hedging. Enter into and/or maintain at all times after 90 days from the Closing Date, interest rate Swap Contracts, with Persons acceptable to the Administrative Agent, covering a notional amount of not less than 50% of the aggregate consolidated outstanding Indebtedness for borrowed money (other than the Total Revolving Credit Outstandings) including the Senior Notes, and providing for such Persons to make payments thereunder for an initial period of no less than three years such that the foregoing amount (including after giving effect to any interest rate “floor” and the applicable forward curve related thereto acceptable to the Administrative Agent in its reasonable discretion) is effectively subject to (or deemed subject to) a fixed interest rate reasonably acceptable to the Administrative Agent.

6.17. Lien Searches. Promptly following receipt of the acknowledgment copy of any financing statements filed under the Uniform Commercial Code in any jurisdiction by or on behalf of the Secured Parties, deliver to the Administrative Agent completed requests for information listing such financing statement and all other effective financing statements filed in such jurisdiction that name any Loan Party as debtor, together with copies of such other financing statements.

6.18. Material Contracts. Perform and observe all the material terms and provisions of each Material Contract to be performed or observed by it, maintain each such Material Contract in full force and effect (except terminations thereof in accordance with its terms) and enforce each such Material Contract in accordance with its terms, in each case, as determined in good faith by the Borrower in the ordinary course of business.

6.19. Designation as Senior Debt. Designate all Obligations as “Designated Senior Indebtedness” (or similar term) under, and defined in, any subordinated Indebtedness of the Borrower and its Subsidiaries.

6.20. Maintenance of Debt Ratings. The Borrower shall use commercially reasonable efforts to maintain a public corporate rating from S&P and a public corporate family rating from Moody’s, in each case in respect of the Borrower, and a public rating of the Facilities and the Senior Notes, to the extent then outstanding, by each of S&P and Moody’s.

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6.21 Post-Closing Covenants: The Borrower shall, and shall cause each Subsidiary to, comply with the terms and conditions set forth on Schedule 6.21.

ARTICLE VII

NEGATIVE COVENANTS

So long as any Lender shall have any Commitment hereunder, any Loan or other Obligation hereunder shall remain unpaid or unsatisfied, or any Letter of Credit shall remain outstanding, the Borrower shall not, nor shall it permit any Subsidiary to, directly or indirectly:

7.01. Liens. Create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, or sign or file or suffer to exist under the Uniform Commercial Code of any jurisdiction a financing statement that names the Borrower or any of its Subsidiaries as debtor, or assign any accounts or other right to receive income, other than the following:

(a) Liens pursuant to any Loan Document;

(b) Liens existing on the date hereof and listed on Schedule 5.08(b) and any renewals or extensions thereof, provided that (i) the property covered thereby is not changed, (ii) the amount secured or benefited thereby is not increased except as contemplated by Section 7.02(e), (iii) the direct or any contingent obligor with respect thereto is not changed, and (iv) any renewal or extension of the obligations secured or benefited thereby is permitted by Section 7.02(e);

(c) Liens for taxes, assessments or governmental charges not yet due or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP;

(d) statutory Liens of landlords and carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other like Liens arising in the ordinary course of business which are not overdue for a period of more than 30 days or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person;

(e) pledges or deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISA;

(f) deposits to secure the performance of bids, trade contracts and leases (other than Indebtedness), statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business;

(g) easements, rights-of-way, restrictions and other similar encumbrances affecting real property which, in the aggregate, are not substantial in amount, and which do not in any case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the applicable Person;

(h) Liens securing judgments for the payment of money not constituting an Event of Default under Section 8.01(h);

(i) Liens securing Indebtedness permitted under Section 7.02(g); provided that (i) such Liens do not at any time encumber any property other than the property financed by such Indebtedness and (ii) the Indebtedness secured thereby does not exceed the cost of the property being acquired on the date of acquisition;

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(j) Liens on property of a Person existing at the time such Person is merged into or consolidated with the Borrower or any Subsidiary of the Borrower or becomes a Subsidiary of the Borrower; provided that such Liens were not created in contemplation of such merger, consolidation or Investment and do not extend to any assets other than those of the Person merged into or consolidated with the Borrower or such Subsidiary or acquired by the Borrower or such Subsidiary, and the applicable Indebtedness secured by such Lien is permitted under Section 7.02(h);

(k) other Liens outstanding in an aggregate principal amount not to exceed $30,000,000;

(l) the replacement, extension or renewal of any Lien permitted by clauses (i) through (k) above upon or in the same property theretofore subject thereto or the replacement, extension or renewal (without increase in the amount or change in any direct or contingent obligor) of the Indebtedness secured thereby;

(m) Liens upon specific items of inventory or other goods and proceeds of any Person securing such Person’s obligations in respect of bankers’ acceptances issued or created for the account of such Person to facilitate the purchase, shipment or storage of such inventory or other goods;

(n) Liens securing reimbursement obligations with respect to commercial letters of credit which encumber documents and other assets relating to such letters of credit and products and proceeds thereof;

(o) Liens encumbering deposits made to secure obligations arising from statutory, regulatory, contractual or warranty requirements of the Borrower or any Loan Party, including rights of offset and setoff;

(p) bankers’ Liens, rights of setoff and other similar Liens existing solely with respect to cash and Cash Equivalents on deposit in one or more of accounts maintained by the Borrower or any Loan Party, in each case granted in the ordinary course of business in favor of the bank or banks with which such accounts are maintained, securing amounts owing to such bank with respect to cash management and operating account arrangements, including those involving pooled accounts and netting arrangements; provided that in no case shall any such Liens secure (either directly or indirectly) the repayment of any Indebtedness;

(q) Liens arising from filing Uniform Commercial Code financing statements regarding leases;

(r) Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods;

(s) Liens securing Swap Contracts entered into for bona fide hedging purposes of Borrower or any Loan Party not for purposes of speculation;

(t) leases, licenses, subleases or sublicenses granted to others in the ordinary course of business which do not (i) interfere in any material respect with the business of the Borrower or any material Subsidiary, taken as a whole, or (ii) secure any Indebtedness;

(u) Liens (i) of a collection bank arising under Section 4-210 of the Uniform Commercial Code on the items in the course of collection, (ii) attaching to commodity trading accounts or other commodities brokerage accounts incurred in the ordinary course of business and (iii) in favor of a banking or other financial institution arising as a matter of law encumbering deposits or other funds maintained with a financial institution (including the right of setoff) and which are within the general parameters customary in the banking industry;

(v) Liens solely on any cash earnest money deposits made by the Borrower or any of the Loan Parties in connection with any letter of intent or purchase agreement permitted hereunder;

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(w) (1) any options, put and call arrangements, rights of first refusal and any other customary transfer restrictions relating to Investments in joint ventures, partnerships and the like permitted to be made under this Agreement and (2) any transfer restrictions existing on the Closing Date regarding Investments in the joint ventures listed on Schedule 7.5; and

(x) Liens securing Specified Prepayment Debt permitted by Section 7.02(l) and any Permitted Refinancing thereof; provided that, (if such Liens are (or are intended to be) junior to the Liens securing the Obligations, such Liens shall be Junior Liens and (ii) if such Liens are (or are intended to be) pari passu with the Liens securing the Obligations, such Liens shall be Other First Liens.

7.02. Indebtedness. Create, incur, assume or suffer to exist any Indebtedness, except:

(a) obligations (contingent or otherwise) existing or arising under any Swap Contract, provided that (i) such obligations are (or were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated with fluctuations in interest rates and (ii) such Swap Contract does not contain any provision exonerating the non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting party;

(b) Indebtedness evidenced by the Senior Notes (and Guarantees thereof) resulting in gross proceeds of up to $325,000,000 and, in each case, any refinancings, refundings, renewals or extensions thereof; provided that the amount of such Indebtedness is not increased at the time of such refinancing, refunding, renewal or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and the direct or any contingent obligors with respect thereto are not changed, as a result of or in connection with such refinancing, refunding, renewal or extension (except that any one or more guarantors of the Senior Notes need not be guarantors under any such refinancing, refunding, renewal or extension); and provided, further, that the terms relating to amortization, maturity, ranking and other material terms taken as a whole as determined in good faith by the Borrower of any such refinancing, refunding, renewing or extending Indebtedness, and of any agreement entered into and of any instrument issued in connection therewith, are no less favorable in any material respect to the Loan Parties or the Lenders than the terms of any agreement or instrument governing the Indebtedness being refinanced, refunded, renewed or extended and the interest rate applicable to any such refinancing, refunding, renewing or extending Indebtedness does not exceed the then applicable market interest rate; provided, further, that no Subsidiary of the Borrower that is not a Guarantor of the Obligations shall be a guarantor of the Senior Notes or any refinancings, refundings, renewals or extensions thereof;

(c) Indebtedness of a Subsidiary of the Borrower owed to the Borrower or a wholly-owned Subsidiary of the Borrower or of the Borrower owed to a wholly-owned Subsidiary of the Borrower, which Indebtedness shall (A) in the case of Indebtedness owed to a Loan Party, constitute “Intercompany Notes” under the Security Agreement, (B) be on terms (including subordination terms) acceptable to the Administrative Agent and (C) be otherwise permitted under the provisions of Section 7.03;

(d) Indebtedness under the Loan Documents;

(e) Indebtedness outstanding on the date hereof and listed on Schedule 7.02 and any refinancings, refundings, renewals or extensions thereof; provided that the amount of such Indebtedness is not increased at the time of such refinancing, refunding, renewal or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder and the direct or any contingent obligor with respect thereto is not changed, as a result of or in connection with such refinancing, refunding, renewal or extension; and provided, further, that the terms relating to principal amount, amortization, maturity, collateral (if any) and subordination (if any), and other material terms taken as a whole, of any such refinancing, refunding, renewing or extending Indebtedness, and of any agreement entered into and of any instrument issued in connection therewith, are no less favorable in any material respect to the Loan Parties or the Lenders than the terms of any agreement or instrument governing the Indebtedness being refinanced, refunded, renewed or extended and the interest rate applicable to any such refinancing, refunding, renewing or extending Indebtedness does not exceed the then applicable market interest rate;

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(f) Guarantees of the Borrower or any Guarantor in respect of Indebtedness otherwise permitted hereunder of the Borrower or any other Guarantor;

(g) Indebtedness in respect of Capitalized Leases, Synthetic Lease Obligations and purchase money obligations for fixed or capital assets within the limitations set forth in Section 7.01(i); provided, however, that the aggregate amount of all such Indebtedness at any one time outstanding shall not exceed $25,000,000;

(h) Indebtedness of any Person that becomes a Subsidiary of the Borrower after the date hereof in accordance with the terms of Section 7.03(i), which Indebtedness is existing at the time such Person becomes a Subsidiary of the Borrower (other than Indebtedness incurred solely in contemplation of such Person’s becoming a Subsidiary of the Borrower) in an aggregate amount not to exceed $50,000,000.;

(i) unsecured Indebtedness in an aggregate principal amount not to exceed $20,000,000 at any time outstanding;

(j) additional unsecured Indebtedness of the Borrower and Subsidiaries; provided that immediately before and immediately after giving effect to the incurrence of such Indebtedness on a Pro Forma Basis, (i) no Default shall have occurred and be continuing, and (ii) (A) the Consolidated Leverage Ratio shall be at least 0.25 less than the ratio set forth in Section 7.11(b) for the most recently ended Measurement Period and (B) the Minimum Liquidity Condition shall have been met;

(k) Obligations pursuant to any Cash Management Agreement incurred in the ordinary course of business;

(l) Indebtedness consisting of guarantees, indemnities, holdbacks or obligations in respect of purchase price adjustments in connection with dispositions of assets or acquisitions of assets, other than guarantees of Indebtedness incurred by any Person acquiring all or any portion of such assets or Equity Interests of such Loan Parties for the purpose of financing such acquisition; provided that in the case of any acquisition of assets, (i) such Indebtedness shall not exceed 25% of the total purchase price of such assets and (ii) immediately before and immediately after giving effect to the incurrence of such Indebtedness on a Pro Forma Basis (A) no Default shall have occurred and be continuing, (B) the Consolidated Leverage Ratio shall be at least 0.25 less than the ratio set forth in Section 7.11(b) for the most recently ended Measurement Period and (C) the Minimum Liquidity Condition shall have been met;

(m) Indebtedness representing by (a) letters of credit for the account of the Borrower or any Loan Party or (b) other obligations to reimburse third parties pursuant to any surety bond or other similar arrangements, which letters of credit or other obligations, as the case may be, are intended to provide security for workers’ compensation claims, payment obligations in connection with sales tax and insurance or other similar requirements in the ordinary course of business;

(n) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business; provided, however, that such Indebtedness is extinguished within five Business Days following its incurrence;

(o) Indebtedness arising in connection with endorsement of instruments for deposit in the ordinary course of business;

(p) Indebtedness representing deferred compensation to employees of the Borrower and the Loan Parties incurred in the ordinary course of business;

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(q) Indebtedness incurred by the Borrower or any of the Loan Parties in respect of letters of credit, bank guarantees, obligations in respect of performance, bid, appeal and surety bonds and performance and completion guarantees; and

(r) (i) Specified Prepayment Debt the Net Cash Proceeds of which are applied solely to the prepayment of Loans in accordance with Section 2.05(b) and (ii) any Permitted Refinancing thereof.

7.03. Investments. Make or hold any Investments, except:

(a) Investments held by the Borrower and its Subsidiaries in the form of Cash Equivalents;

(b) advances to officers, directors and employees of the Borrower and Subsidiaries in an aggregate amount not to exceed $2,000,000 at any time outstanding, for travel, entertainment, relocation and analogous ordinary business purposes;

(c) (i) Investments by the Borrower and its Subsidiaries in their respective Subsidiaries outstanding on the date hereof, (ii) additional Investments by the Borrower and its Subsidiaries in Loan Parties, (iii) additional Investments by Subsidiaries of the Borrower that are not Loan Parties in other Subsidiaries that are not Loan Parties and (iv) so long as no Default has occurred and is continuing or would result from such Investment, additional Investments by the Loan Parties in Subsidiaries that are not Loan Parties in an aggregate amount invested from the date hereof not to exceed $5,000,000; provided that any additional Investment under this subclause (iv) of this clause (c) by a Loan Party in an Approved Captive Insurance Subsidiary shall be subject to the limitations set forth in Section 7.03(i);

(d) Investments consisting of extensions of credit in the nature of accounts receivable or notes receivable arising from the grant of trade credit in the ordinary course of business, and Investments received in satisfaction or partial satisfaction thereof from financially troubled account debtors to the extent reasonably necessary in order to prevent or limit loss;

(e) Guarantees permitted by Section 7.02;

(f) Investments existing on the date hereof (other than those referred to in Section 7.03(c)(i)) and set forth on Schedule 5.08(e) and any modification, extension or renewal thereof; provided that the amount of the original Investment is not increased except by the terms of such Investment or as otherwise permitted by this Section 7.03;

(g) the purchase or other acquisition of all of the Equity Interests in, or all or substantially all of the property of, any Person that, upon the consummation thereof, will be a Guarantor (including as a result of a merger or consolidation) (each, a “Permitted Acquisition”); provided that, with respect to each purchase or other acquisition made pursuant to this Section 7.03(g):

(i) any such newly-created or acquired Subsidiary shall comply with the requirements of Section 6.12;

(ii) the lines of business of the Person to be (or the property of which is to be) so purchased or otherwise acquired shall be substantially the same lines of business as one or more of the principal businesses of the Borrower and its Subsidiaries in the ordinary course;

(iii) such purchase or other acquisition shall not include or result in any contingent liabilities that could reasonably be expected to be material to the business, financial condition or operations of the Borrower and its Subsidiaries, taken as a whole (as determined in good faith by the board of directors (or the persons performing similar functions) of the Borrower or such Subsidiary if the board of directors is otherwise approving such transaction and, in each other case, by a Responsible Officer);

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(iv) (1) immediately before and immediately after giving effect on a Pro Forma Basis to any such purchase or other acquisition, and any incurrence of Indebtedness in connection therewith, no Event of Default shall have occurred, the Borrower and its Subsidiaries shall be in compliance with the financial covenants set forth in Section 7.11 and the Minimum Liquidity Condition shall have been met and (2) immediately after giving effect on a Pro Forma Basis to any such purchase or other acquisition, and any incurrence of Indebtedness in connection therewith, (x) if the Consolidated Leverage Ratio of the Borrower and its Subsidiaries is greater than 3.5:1.0, then the aggregate amount of consideration in connection with any such purchases or acquisitions shall not exceed $200,000,000 and (y) if otherwise, then an aggregate amount of consideration in connection with any such purchases or acquisitions shall not exceed an amount such that the Consolidated Leverage Ratio of the Borrower and its Subsidiaries shall be at least 0.25:1.0 less than the then applicable Consolidated Leverage Ratio set forth in Section 7.11(b); provided that in each case of (1) and (2) such compliance to be determined on the basis of the financial information most recently delivered to the Administrative Agent and the Lenders pursuant to Section 6.01(a) or (b) as though such purchase, other acquisition or incurrence of Indebtedness associated therewith had been consummated as of the first day of the fiscal period covered thereby; and

(v) the Borrower shall have delivered to the Administrative Agent and each Lender, at least five Business Days prior to the date on which any such purchase or other acquisition is to be consummated, a certificate of a Responsible Officer, in form and substance reasonably satisfactory to the Administrative Agent and the Required Lenders, certifying that all of the requirements set forth in this clause (g) have been satisfied or will be satisfied on or prior to the consummation of such purchase or other acquisition;

(h) any Investment made as a result of the receipt of non-cash consideration from sale of assets permitted hereunder;

(i) Investments in Approved Captive Insurance Subsidiaries made in the ordinary course of business in an aggregate amount not in excess of the reserves as shall be required by GAAP after taking into account any advice of the Borrower’s actuarial consultants and auditors; provided that (i) no Default or Event of Default shall exist and be continuing, (ii) the Borrower shall have provided to the Administrative Agent a certificate of a Responsible Officer demonstrating that, after giving effect to such Investment, the Borrower and its Subsidiaries on a consolidated basis would have been in compliance with the financial covenants set forth in Section 7.11 for the most recently ended fiscal quarter for which financial statements are available and (iii) on a Pro Forma Basis giving effect to such Investment, the aggregate amount of Revolving Credit Commitments minus all Revolving Credit Borrowings, Swing Line Borrowings and L/C Obligations shall be greater than $20,000,000;

(j) Investments by any Approved Captive Insurance Subsidiary in cash and Cash Equivalents or such other Investments permitted pursuant to the Medicare Provider Reimbursement Manual Section 2162.2 (or any analogous regulation which replaces said section);

(k) any Investments received in compromise of obligations of such Persons incurred in the ordinary course of trade creditors or customers that were incurred in the ordinary course of business, including pursuant to any plan of reorganization or similar arrangement upon the bankruptcy or insolvency of any trade creditor or customer;

(l) Swap Contracts permitted by Section 7.02;

(m) Investments the payment for which is Equity Interests of the Borrower;

(n) Investments in prepaid expenses, negotiable instruments held for collection, utility and workers’ compensation, performance and similar deposits made in the ordinary course of business;

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(o) endorsements of negotiable instruments and documents in the ordinary course of business;

(p) Investments by the Borrower and its Subsidiaries not otherwise permitted under this Section 7.03 in an aggregate amount not to exceed $20,000,000; and

(q) so long as (x) no Default or Event of Default has occurred and is continuing and (y) the Borrower and its Subsidiaries shall be in compliance on a Pro Forma Basis with all of the covenants set forth in Section 7.11, such compliance to be determined on the basis of the financial information most recently delivered to the Administrative Agent and the Lenders pursuant to Section 6.01(a) or (b) as though such Investment had been made as of the first day of the fiscal period covered thereby, commencing in fiscal year 2012, the Borrower and its Subsidiaries may make Investments in an aggregate amount equal to the portion, if any, of the Available Amount on such date that the Borrower elects to apply to this clause (i), such election to be specified in a written notice of a Responsible Officer of the Borrower calculating in reasonable detail the Available Amount immediately prior to such election and the amount thereof elected to be so applied.

7.04. Fundamental Changes. Merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that, so long as no Default exists or would result therefrom:

(a) any Subsidiary may merge with (i) the Borrower, provided that the Borrower shall be the continuing or surviving Person, or (ii) any one or more other Subsidiaries, provided that when any Loan Party is merging with another Subsidiary, such Loan Party shall be the continuing or surviving Person;

(b) any Loan Party may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Borrower or to another Loan Party;

(c) any Subsidiary that is not a Loan Party may dispose of all or substantially all its assets (including any Disposition that is in the nature of a liquidation) to (i) another Subsidiary that is not a Loan Party or (ii) to a Loan Party;

(d) the Borrower and its Subsidiaries may consummate the Merger;

(e) in connection with any acquisition permitted under Section 7.03, any Subsidiary of the Borrower may merge into or consolidate with any other Person or permit any other Person to merge into or consolidate with it; provided that (i) the Person surviving such merger shall be a wholly-owned Subsidiary of the Borrower and (ii) in the case of any such merger to which any Loan Party (other than the Borrower) is a party, such Loan Party is the surviving Person;

(f) so long as no Default has occurred and is continuing or would result therefrom, any Subsidiary of the Borrower may merge into or consolidate with any other Person or permit any other Person to merge into or consolidate with it; provided, however, that in each case, immediately after giving effect thereto (i) in the case of any such merger to which the Borrower is a party, the Borrower is the surviving corporation and (ii) in the case of any such merger to which any Loan Party (other than the Borrower) is a party, such Loan Party is the surviving corporation; and

(g) so long as no Default has occurred and is continuing or would result therefrom, any Subsidiary listed on Schedule 7.04(g) may be dissolved or liquidated at anytime within twelve months of the Closing Date.

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7.05. Dispositions. Make any Disposition or enter into any agreement to make any Disposition, except:

(a) Dispositions of obsolete or worn out property, whether now owned or hereafter acquired, in the ordinary course of business;

(b) Dispositions of inventory in the ordinary course of business;

(c) Dispositions of equipment or real property to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds of such Disposition are reasonably promptly applied to the purchase price of such replacement property;

(d) Dispositions of property by any Subsidiary to the Borrower or to a wholly-owned Subsidiary; provided that if the transferor of such property is a Guarantor, the transferee thereof must either be the Borrower or a Guarantor;

(e) Dispositions permitted by Section 7.04;

(f) the sale or other disposition of Cash Equivalents;

(g) the unwinding of any Swap Contracts;

(h) a Restricted Payment or Permitted Investment that is permitted hereunder;

(i) the granting of a Lien permitted under Section 7.01;

(j) Dispositions of receivables in connection with the compromise, settlement or collection thereof in the ordinary course of business or in a bankruptcy or similar proceeding and exclusive of factoring or similar arrangements;

(k) so long as no Default has occurred and is continuing or would result therefrom, Dispositions by the Borrower and its Subsidiaries of property; provided that the book value of all property so Disposed of shall not exceed $50,000,000 from and after the Closing Date and at least 75% of the purchase price for such property shall be paid to the Borrower or its Subsidiaries in cash or Cash Equivalents; and

(l) Dispositions of Equity Interests in or assets of entities listed on Schedule 7.05;

provided, however, that any Disposition pursuant to Section 7.05(a) through Section 7.05(f) and Sections 7.05(k) and (l) shall be for fair market value.

7.06. Restricted Payments. Declare or make, directly or indirectly, any Restricted Payment, except that, so long as no Default shall have occurred and be continuing at the time of any action described below or would result therefrom:

(a) each Subsidiary may make Restricted Payments to the Borrower, any Subsidiaries of the Borrower that are Guarantors and any other Person that owns a direct Equity Interest in such Subsidiary, ratably according to their respective holdings of the type of Equity Interest in respect of which such Restricted Payment is being made;

(b) the Borrower and each Subsidiary may declare and make dividend payments or other distributions payable solely in the common stock or other common Equity Interests of such Person;

(c) except to the extent the Net Cash Proceeds thereof are required to be applied to the prepayment of the Loans pursuant to Section 2.05(b)(iii), the Borrower and each Subsidiary may purchase, redeem or otherwise acquire its common Equity Interests with the proceeds received from the substantially concurrent issue of new common Equity Interests;

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(d) so long as (x) no Default or Event of Default has occurred and is continuing and (y) the Borrower and its Subsidiaries shall be in compliance on a Pro Forma Basis with all of the covenants set forth in Section 7.11, such compliance to be determined on the basis of the financial information most recently delivered to the Administrative Agent and the Lenders pursuant to Section 6.01(a) or (b) as though such Restricted Payment had been made as of the first day of the fiscal period covered thereby, commencing in fiscal year 2012, the Borrower and its Subsidiaries may make Restricted Payments in an aggregate amount equal to the portion, if any, of the Available Amount on such date that the Borrower elects to apply to this clause (d), such election to be specified in a written notice of a Responsible Officer of the Borrower calculating in reasonable detail the Available Amount immediately prior to such election and the amount thereof elected to be so applied;

(e) so long as no Default has occurred and is continuing or would result therefrom, Restricted Payments by the Borrower and its Subsidiaries, provided that such Restricted Payments shall not exceed $15,000,000 from and after the Closing Date;

(f) Restricted Payments made on the Closing Date to consummate the Transaction;

(g) the repurchase, redemption or other acquisition for value of Equity Interests of Borrower or representing solely fractional shares of such Equity Interests in connection with a merger, consolidation, amalgamation or other combination involving Borrower;

(h) repurchases of Equity Interests in the Borrower or any Loan Party deemed to occur upon exercise of stock options or warrants if such Equity Interests represent a portion of the exercise price of such options or warrants;

(i) the payment of any dividend or distribution within 60 days after the date of declaration thereof, if at the date of declaration such payment would have complied with the provisions of this Agreement;

(j) payments made or expected to be made by the Borrower or any of the Loan Parties in respect of withholding or similar taxes payable by any future, present or former employee, director, manager or consultant (or any spouses, former spouses, successors, executors, administrators, heirs, legatees or distributees of any of the foregoing) and any repurchases of Equity Interests in consideration of such payments including deemed repurchases in connection with the exercise of stock options;

(k) the repurchase of Borrower’s Equity Interests pursuant to a stock repurchase plan approved by the Borrower’s Board of Directors in an aggregate amount not to exceed $5,000,000 per fiscal year, provided that if immediately after giving effect on a Pro Forma Basis to such repurchase the Consolidated Leverage Ratio of the Borrower and its Subsidiaries is less than or equal to 3.5:1.0, such repurchase of Equity Interests shall not exceed an aggregate amount of $10,000,000 per fiscal year; and

(l) the Borrower may make Restricted Payments to, directly or indirectly, purchase Equity Interests of the Borrower from present or former officers, directors, consultants, agents or employees (or their estates, trusts, family members or former spouses) of the Borrower or any of its Subsidiaries upon the death, disability, retirement or termination of the applicable officer, director, consultant, agent or employee, or pursuant to any equity subscription agreement, stock option or equity incentive award agreement, shareholders’ or members’ agreement or similar agreement, plan or arrangement; provided that the aggregate amount of payments under this clause in any fiscal year shall not exceed the sum of $2,000,000 in any calendar year; provided further, that any amount not used in any fiscal year may be carried over to the next calendar year.

7.07. Change in Nature of Business. Engage in any material line of business substantially different from those lines of business conducted by the Borrower and its Subsidiaries on the date hereof or any business substantially related or incidental thereto.

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7.08. Transactions with Affiliates. Enter into any transaction of any kind with any Affiliate of the Borrower, whether or not in the ordinary course of business, other than on fair and reasonable terms substantially as favorable to the Borrower or such Subsidiary as would be obtainable by the Borrower or such Subsidiary at the time in a comparable arm’s length transaction with a Person other than an Affiliate.

The following items will not be deemed to be transaction with an Affiliate and, therefore, will not be subject to the provisions of the prior paragraph:

(1) transactions between or among the Borrower and/or any Loan Party;

(2) sales or awards of Equity Interests to Affiliates of the Borrower;

(3) reasonable and customary directors’ fees, indemnification and similar arrangements, consulting fees, employee salaries, bonuses or employment agreements, compensation or employee benefit arrangements, incentive and severance arrangements with any officer, director or employee of the Borrower or a Loan Party entered into in the ordinary course of business;

(4) any transactions made in compliance with the provisions of Section 7.05;

(5) loans and advances to officers and employees of Borrower or any Loan Party in the ordinary course of business in accordance with the past practices of Borrower or any Loan Party to the extent otherwise permitted by this Agreement;

(6) the Transactions and the payment of all fees and expenses related to the Transactions;

(7) written agreements entered into or assumed in connection with acquisitions of other businesses with Persons who were not Affiliates prior to such transactions approved by a majority of the Board of Directors of the Borrower; and

(8) any agreement as in effect as of the date of the Closing or any amendment thereto so long as any such amendment is not more disadvantageous to the Lenders in any material respect than the original agreement as in effect on the date of the Closing.

7.09. Burdensome Agreements. Enter into or permit to exist any Contractual Obligation (other than this Agreement or any other Loan Document, the Senior Notes Documentation or customary terms in any documentation providing for any Permitted Refinancing thereof) that

(a) limits the ability (i) of any Subsidiary to make Restricted Payments to the Borrower or any Guarantor or to otherwise transfer property to or invest in the Borrower or any Guarantor, (ii) of any Subsidiary to Guarantee the Indebtedness of the Borrower, and (iii) of the Borrower or any Subsidiary to create, incur, assume or suffer to exist Liens on property of such Person or

(b) requires the grant of a Lien to secure an obligation of such Person if a Lien is granted to secure another obligation of such Person ; provided, however, that the foregoing shall not apply to Contractual Obligations (i) (A) which exist on the date hereof and as set forth on Schedule 7.09 or (B) exist at the time any Subsidiary becomes a Subsidiary of the Borrower, so long as such agreement was not entered into solely in contemplation of such Person becoming a Subsidiary of the Borrower, (ii) in connection with any Lien permitted by Section 7.01 or any Disposition permitted by Section 7.05, (iii) which are customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted under Section 7.03 and applicable solely to such joint venture entered into in the ordinary course of business, (iv) which are negative pledges and restrictions on Liens in favor of any holder of Indebtedness permitted under Section 7.02 but solely to the extent any negative pledge relates to the property financed by or the subject of such Indebtedness (and excluding in any event any Indebtedness constituting any Junior Financing) and the proceeds and products thereof, (v) which are customary restrictions on leases, subleases, licenses or asset sale agreements otherwise permitted hereby so long as such restrictions relate to the assets subject thereto, (vi) which comprise restrictions imposed by any agreement relating to secured Indebtedness

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permitted pursuant to Section 7.02 to the extent that such restrictions apply only to the property or assets securing such Indebtedness or, in the case of Indebtedness incurred pursuant to Section 7.03(h) only, to the Loan Parties incurring or guaranteeing such Indebtedness, (vii) which are customary provisions restricting subletting or assignment of any lease governing a leasehold interest of any Restricted Subsidiary, (viii) which are customary provisions restricting assignment of any agreement entered into in the ordinary course of business, (ix) which are restrictions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business and (x) which are in connection with cash or other deposits permitted under Section 7.03.

7.10. Use of Proceeds. Use the proceeds of any Credit Extension, whether directly or indirectly, and whether immediately, incidentally or ultimately, to purchase or carry margin stock (within the meaning of Regulation U of the FRB) or to extend credit to others for the purpose of purchasing or carrying margin stock or to refund indebtedness originally incurred for such purpose.

7.11. Financial Covenants.

(a) Consolidated Interest Coverage Ratio. Permit the Consolidated Interest Coverage Ratio as of the end of any fiscal quarter of the Borrower to be less than the ratio set forth below opposite such fiscal quarter:

Four Fiscal Quarters Ending	Minimum Consolidated Interest Coverage Ratio
January 2, 2011	2.75 to 1.00
each quarter of fiscal year 2011	2.75 to 1.00
each quarter of fiscal year 2012	2.75 to 1.00
each quarter of fiscal year 2013	3.00 to 1.00
each fiscal quarter thereafter	3.00 to 1.00

(b) Consolidated Leverage Ratio. Permit the Consolidated Leverage Ratio at any time during any period of four fiscal quarters of the Borrower set forth below to be greater than the ratio set forth below opposite such period:

Four Fiscal Quarters Ending	Maximum Consolidated Leverage Ratio
Closing Date through the third fiscal quarter of 2011	4.75 to 1.00
fourth fiscal quarter of 2011 through third fiscal quarter of 2012	4.50 to 1.00
fourth fiscal quarter of 2012 through third fiscal quarter of 2013	3.75 to 1.00
fourth fiscal quarter of 2013 and thereafter	3.00 to 1.00

7.12. Capital Expenditures. Make or become legally obligated to make any Capital Expenditure, except for Capital Expenditures in the ordinary course of business not exceeding, in the aggregate for the Borrower and it Subsidiaries, during each fiscal year an amount equal to 1.5% of the total revenue of the Borrower and its Subsidiaries on a consolidated basis for such fiscal year exclusive of any Net Cash Proceeds reinvested pursuant to Section 2.05(b) hereof; provided, however, that so long as no Default has occurred and is continuing or would result from such expenditure, no more than $12,500,000, if not expended in the fiscal year for which it is permitted above, may be carried over for expenditure in the next following fiscal year; and provided, further, if any such amount is so carried over, it will be deemed used in the applicable subsequent fiscal year before the respective amount permitted for any such fiscal year as set forth above.

7.13. Amendments of Organization Documents. Amend any of its Organization Documents in a manner materially adverse to the Lenders.

7.14. Accounting Changes. Make any change in (a) accounting policies or reporting practices, except as required by GAAP, or (b) fiscal year except the Borrower may change its fiscal year end to December 31.

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7.15. Prepayments, Etc. of Indebtedness. Prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner, or make any payment in violation of any subordination terms of, any Indebtedness, except (a) the prepayment of the Credit Extensions in accordance with the terms of this Agreement, (b) regularly scheduled or required repayments or redemptions of Indebtedness set forth in Schedule 7.02 and refinancings and refundings of such Indebtedness in compliance with Section 7.02(e), (c) refinancings and refundings of Indebtedness permitted under Sections 7.02 in compliance with Section 7.02 and (d) so long as (x) no Default or Event of Default has occurred and is continuing and (y) the Borrower and its Subsidiaries shall be in compliance on a Pro Forma Basis with all of the covenants set forth in Section 7.11, such compliance to be determined on the basis of the financial information most recently delivered to the Administrative Agent and the Lenders pursuant to Section 6.01(a) or (b) as though such payment had been made as of the first day of the fiscal period covered thereby, commencing in fiscal year 2012, the Borrower and its Subsidiaries may make any such payments in an aggregate amount equal to the portion, if any, of the Available Amount on such date that the Borrower elects to apply to this clause (d), such election to be specified in a written notice of a Responsible Officer of the Borrower calculating in reasonable detail the Available Amount immediately prior to such election and the amount thereof elected to be so applied.

7.16. Amendment, Etc. of Related Documents and Indebtedness. (a) Cancel or terminate any Related Document or consent to or accept any cancellation or termination thereof, (b) amend, modify or change in any manner materially adverse to the Lenders any term or condition of any Related Document or give any consent, waiver or approval thereunder which would be materially adverse to the Lenders, (c) waive any material default under or any material breach of any term or condition of any Related Document, (d) take any other action in connection with any Related Document that would materially impair the value of the interest or rights of any Loan Party thereunder or that would materially impair the rights or interests of the Administrative Agent or any Lender or (e) amend, modify or change in any manner materially adverse to the Lenders any term or condition of any Indebtedness set forth in Schedule 7.02, except for any refinancing, refunding, renewal or extension thereof permitted by Section 7.02(e).

7.17. Negative Pledge Clauses. Enter into or suffer to exist or become effective any agreement that prohibits or limits the ability of the Borrower or any of its Subsidiaries to create, incur, assume or suffer to exist any Lien upon any of its property or revenues, whether now owned or hereafter acquired, to secure its obligations under the Loan Documents other than (a) this Agreement, the other Loan Documents and the Indebtedness permitted under Sections 7.02(b) and (e), and (b) any agreements governing any purchase money Liens or Capitalized Leases otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby).

7.18. HIPAA Business Associate Agreement. Terminate the HIPAA Business Associate Agreement.

ARTICLE VIII

EVENTS OF DEFAULT AND REMEDIES

8.01. Events of Default. Any of the following shall constitute an Event of Default:

(a) Non-Payment. The Borrower or any other Loan Party fails to (i) pay when and as required to be paid herein, any amount of principal of any Loan or any L/C Obligation or deposit any funds as Cash Collateral in respect of L/C Obligations, or (ii) pay within three days after the same becomes due, any interest on any Loan or on any L/C Obligation, or any fee due hereunder, or (iii) pay within three days after the same becomes due, any other amount payable hereunder or under any other Loan Document; or

(b) Specific Covenants. The Borrower fails to perform or observe any term, covenant or agreement contained in any of Section 6.01, 6.03(a), 6.05(a), 6.11, 6.12 or Article VII; or

(c) Other Defaults. Any Loan Party fails to perform or observe any other covenant or agreement (not specified in Section 8.01(a) or (b) above) contained in any Loan Document on its part to be performed or observed and such failure continues for 30 days after written notice thereof by Administrative Agent to the Borrower; or

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(d) Representations and Warranties. Any representation, warranty, certification or statement of fact made or deemed made by or on behalf of the Borrower or any other Loan Party herein, in any other Loan Document, or in any document delivered in connection herewith or therewith shall be incorrect or misleading in any material respect (unless otherwise qualified by materiality or the occurrence of a Material Adverse Effect) when made or deemed made; or

(e) Cross-Default. (i) Any Loan Party or any Subsidiary thereof (A) fails to make any payment when due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) in respect of the Senior Notes or any other Indebtedness or Guarantee (other than Indebtedness hereunder and Indebtedness under Swap Contracts) having an aggregate principal amount (including undrawn committed or available amounts and including amounts owing to all creditors under any combined or syndicated credit arrangement) of more than the Threshold Amount, or (B) fails to observe or perform any other agreement or condition relating to any such Indebtedness or Guarantee or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event occurs, the effect of which default or other event is to cause, or to permit the holder or holders of such Indebtedness or the beneficiary or beneficiaries of such Guarantee (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) to cause, with the giving of notice if required, such Indebtedness to be demanded or to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated maturity, or such Guarantee to become payable or cash collateral in respect thereof to be demanded; provided that in the case of this clause (B) such failure is unremedied and is not waived by the holders of such Indebtedness or Guarantee prior to any termination of the Revolving Credit Commitments or acceleration of the Loans or (ii) there occurs under any Swap Contract an Early Termination Date (as defined in such Swap Contract) resulting from (A) any event of default under such Swap Contract as to which a Loan Party or any Subsidiary thereof is the Defaulting Party (as defined in such Swap Contract) or (B) any Termination Event (as so defined) under such Swap Contract as to which a Loan Party or any Subsidiary thereof is an Affected Party (as so defined) and, in either event, the Swap Termination Value owed by such Loan Party or such Subsidiary as a result thereof is greater than the Threshold Amount; or

(f) Insolvency Proceedings, Etc. Any Loan Party or any Subsidiary thereof institutes or consents to the institution of any proceeding under any Debtor Relief Law, or makes an assignment for the benefit of creditors; or applies for or consents to the appointment of any receiver, trustee, custodian, conservator, liquidator, rehabilitator or similar officer for it or for all or any material part of its property; or any receiver, trustee, custodian, conservator, liquidator, rehabilitator or similar officer is appointed without the application or consent of such Person and the appointment continues undischarged or unstayed for 60 calendar days; or any proceeding under any Debtor Relief Law relating to any such Person or to all or any material part of its property is instituted without the consent of such Person and continues undismissed or unstayed for 60 calendar days, or an order for relief is entered in any such proceeding; or

(g) Inability to Pay Debts; Attachment. (i) Any Loan Party or any Subsidiary thereof becomes unable or admits in writing its inability or fails generally to pay its debts as they become due, or (ii) any writ or warrant of attachment or execution or similar process is issued or levied against all or any material part of the property of the Loan Parties taken as a whole and is not released, vacated or fully bonded within 30 days after its issue or levy; or

(h) Judgments. (i) There is entered against any Loan Party or any Subsidiary thereof one or more final judgments or orders for the payment of money in an aggregate amount (as to all such judgments and orders) exceeding the Threshold Amount (to the extent not covered by independent third-party insurance as to which the insurer has been notified of the potential claim and does not dispute coverage), or (ii) such final judgments could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect and, in either case, have not been vacated, discharged, stayed or bonded pending appeal within 60 days from the entry thereof; or

(i) ERISA. (i) An ERISA Event occurs with respect to a Pension Plan or Multiemployer Plan which has resulted or could reasonably be expected to result in liability of the Borrower under Title IV of ERISA to the Pension Plan, Multiemployer Plan or the PBGC in an aggregate amount that could

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reasonably be expected to result in a Material Adverse Effect, or (ii) the Borrower or any ERISA Affiliate fails to pay when due, after the expiration of any applicable grace period, any installment payment with respect to its withdrawal liability under Section 4201 of ERISA under a Multiemployer Plan in an aggregate amount that could reasonably be expected to result in a Material Adverse Effect; or

(j) Invalidity of Loan Documents. Any material provision of any Loan Document, at any time after its execution and delivery and for any reason other than as expressly permitted hereunder or thereunder or satisfaction in full of all the Obligations, ceases to be in full force and effect; or any Loan Party contests in any manner the validity or enforceability of any provision of any Loan Document; or any Loan Party denies in writing that it has any or further liability or obligation under any provision of any Loan Document, or purports to revoke, terminate or rescind any provision of any Loan Document; or

(k) Change of Control. There occurs any Change of Control; or

(l) Collateral Documents. Any Collateral Document after delivery thereof pursuant to Section 4.01 or 6.12 shall for any reason (other than pursuant to the terms thereof) cease to create a valid and perfected first priority Lien (subject to Liens permitted by Section 7.01) on a material portion of the Collateral purported to be covered thereby except to the extent that any such loss of perfection or priority results from the failure of the Administrative Agent or the Collateral Agent to maintain possession of certificates actually delivered to it representing securities pledged under the Collateral Documents or to file Uniform Commercial Code continuation statements; or

(m) Subordination. (i) The subordination provisions of the documents evidencing or governing any subordinated Indebtedness (the “Subordination Provisions”) shall, in whole or in part, terminate, cease to be effective or cease to be legally valid, binding and enforceable against any holder of the applicable subordinated Indebtedness; or (ii) the Borrower or any other Loan Party shall, directly or indirectly, disavow or contest in any manner (A) the effectiveness, validity or enforceability of any of the Subordination Provisions, (B) that the Subordination Provisions exist for the benefit of the Administrative Agent, the Lenders and the L/C Issuer or (C) that all payments of principal of or premium and interest on the applicable subordinated Indebtedness, or realized from the liquidation of any property of any Loan Party, shall be subject to any of the Subordination Provisions.

8.02. Remedies upon Event of Default. If any Event of Default occurs and is continuing, the Administrative Agent shall, at the request of, or may, with the consent of, the Required Lenders, take any or all of the following actions:

(a) declare the commitment of each Lender to make Loans and any obligation of the L/C Issuer to make L/C Credit Extensions to be terminated, whereupon such commitments and obligation shall be terminated;

(b) declare the unpaid principal amount of all outstanding Loans, all interest accrued and unpaid thereon, and all other amounts owing or payable hereunder or under any other Loan Document to be immediately due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the Borrower;

(c) require that the Borrower Cash Collateralize the L/C Obligations (in an amount equal to the then Outstanding Amount thereof); and

(d) exercise on behalf of itself, the Lenders and the L/C Issuer all rights and remedies available to it, the Lenders and the L/C Issuer under the Loan Documents;

provided, however, that upon the occurrence of an actual or deemed entry of an order for relief with respect to the Borrower under the Bankruptcy Code of the United States, the obligation of each Lender to make Loans and any obligation of the L/C Issuer to make L/C Credit Extensions shall automatically terminate, the unpaid principal amount of all outstanding Loans and all interest and other amounts as aforesaid shall automatically become due and payable, and the obligation of the Borrower to Cash Collateralize the L/C Obligations as aforesaid shall automatically become effective, in each case without further act of the Administrative Agent or any Lender.

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8.03. Application of Funds. After the exercise of remedies provided for in Section 8.02 (or after the Loans have automatically become immediately due and payable and the L/C Obligations have automatically been required to be Cash Collateralized as set forth in the proviso to Section 8.02), any amounts received on account of the Obligations shall, subject to the provisions of Sections 2.15 and 2.16, be applied by the Administrative Agent in the following order:

First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (including reasonable fees, charges and disbursements of counsel to the Administrative Agent and amounts payable under Article III) payable to the Administrative Agent in its capacity as such;

Second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal, interest, Commitment Fees and Letter of Credit Fees) payable to the Lenders and the L/C Issuer (including reasonable fees, charges and disbursements of counsel to the respective Lenders and the L/C Issuer arising under the Loan Documents and amounts payable under Article III, ratably among them in proportion to the respective amounts described in this clause Second payable to them;

Third, to payment of that portion of the Obligations constituting accrued and unpaid Commitment Fees, Letter of Credit Fees and interest on the Loans, L/C Borrowings and other Obligations arising under the Loan Documents, ratably among the Lenders and the L/C Issuer in proportion to the respective amounts described in this clause Third payable to them;

Fourth, to payment of that portion of the Obligations constituting unpaid principal of the Loans, L/C Borrowings and Obligations then owing under Secured Hedge Agreements and Secured Cash Management Agreements, ratably among the Lenders, the L/C Issuer, the Hedge Banks and the Cash Management Banks in proportion to the respective amounts described in this clause Fourth held by them;

Fifth, to the Administrative Agent for the account of the L/C Issuer, to Cash Collateralize that portion of L/C Obligations comprised of the aggregate undrawn amount of Letters of Credit to the extent not otherwise Cash Collateralized by the Borrower pursuant to Sections 2.04 and 2.15; and

Last, the balance, if any, after all of the Obligations have been indefeasibly paid in full, to the Borrower or as otherwise required by Law.

Subject to Sections 2.03(c) and 2.15, amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fifth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order set forth above.

Notwithstanding the foregoing, Obligations arising under Secured Cash Management Agreements and Secured Hedge Agreements shall be excluded from the application described above if the Administrative Agent has not received written notice thereof, together with such supporting documentation as the Administrative Agent may reasonably request, from the applicable Cash Management Bank or Hedge Bank, as the case may be. Each Cash Management Bank or Hedge Bank not a party to the Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of the Administrative Agent pursuant to the terms of Article IX hereof for itself and its Affiliates as if a “Lender” party hereto.

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ARTICLE IX

ADMINISTRATIVE AGENT

9.01. Appointment and Authority.

(a) Each of the Lenders and the L/C Issuer hereby irrevocably appoints Bank of America to act on its behalf as the Administrative Agent hereunder and under the other Loan Documents and authorizes the Administrative Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto. The provisions of this Article are solely for the benefit of the Administrative Agent, the Lenders and the L/C Issuer, and the Borrower shall not have rights as a third party beneficiary of any of such provisions.

(b) The Administrative Agent shall also act as the “collateral agent” under the Loan Documents, and each of the Lenders (including in its capacities as a potential Hedge Bank and a potential Cash Management Bank) and the L/C Issuer hereby irrevocably appoints and authorizes the Administrative Agent to act as the agent of such Lender and the L/C Issuer for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Administrative Agent, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 9.05 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Collateral Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent), shall be entitled to the benefits of all provisions of this Article IX and Article X (including Section 10.04(c), as though such co-agents, sub-agents and attorneys-in-fact were the “collateral agent” under the Loan Documents) as if set forth in full herein with respect thereto.

9.02. Rights as a Lender. The Person serving as the Administrative Agent hereunder shall have the same rights and powers in its capacity as a Lender as any other Lender and may exercise the same as though it were not the Administrative Agent and the term “Lender” or “Lenders” shall, unless otherwise expressly indicated or unless the context otherwise requires, include the Person serving as the Administrative Agent hereunder in its individual capacity. Such Person and its Affiliates may accept deposits from, lend money to, act as the financial advisor or in any other advisory capacity for and generally engage in any kind of business with the Borrower or any Subsidiary or other Affiliate thereof as if such Person were not the Administrative Agent hereunder and without any duty to account therefor to the Lenders.

9.03. Exculpatory Provisions. The Administrative Agent shall not have any duties or obligations except those expressly set forth herein and in the other Loan Documents. Without limiting the generality of the foregoing, the Administrative Agent:

(a) shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing;

(b) shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby or by the other Loan Documents that the Administrative Agent is required to exercise as directed in writing by the Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein or in the other Loan Documents), provided that the Administrative Agent shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose the Administrative Agent to liability or that is contrary to any Loan Document or applicable law; and

(c) shall not, except as expressly set forth herein and in the other Loan Documents, have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Borrower or any of its Affiliates that is communicated to or obtained by the Person serving as the Administrative Agent or any of its Affiliates in any capacity.

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(d) The Administrative Agent shall not be liable for any action taken or not taken by it (i) with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary, or as the Administrative Agent shall believe in good faith shall be necessary, under the circumstances as provided in Sections 10.01 and 8.02) or (ii) in the absence of its own gross negligence or willful misconduct. The Administrative Agent shall be deemed not to have knowledge of any Default unless and until notice describing such Default is given to the Administrative Agent by the Borrower, a Lender or the L/C Issuer.

(e) The Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with this Agreement or any other Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or thereunder or in connection herewith or therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or therein or the occurrence of any Default, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Loan Document or any other agreement, instrument or document, or the creation, perfection or priority of any Lien purported to be created by the Collateral Documents, (v) the value or the sufficiency of any Collateral, or (v) the satisfaction of any condition set forth in Article IV or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent.

9.04. Reliance by Administrative Agent. The Administrative Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing (including any electronic message, Internet or intranet website posting or other distribution) believed by it to be genuine and to have been signed, sent or otherwise authenticated by the proper Person. The Administrative Agent also may rely upon any statement made to it orally or by telephone and believed by it to have been made by the proper Person, and shall not incur any liability for relying thereon. In determining compliance with any condition hereunder to the making of a Loan, or the issuance of a Letter of Credit, that by its terms must be fulfilled to the satisfaction of a Lender or the L/C Issuer, the Administrative Agent may presume that such condition is satisfactory to such Lender or the L/C Issuer unless such Administrative Agent shall have received notice to the contrary from such Lender or the L/C Issuer prior to the making of such Loan or the issuance of such Letter of Credit. The Administrative Agent may consult with legal counsel (who may be counsel for the Borrower), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts.

9.05. Delegation of Duties. The Administrative Agent may perform any and all of its duties and exercise its rights and powers hereunder or under any other Loan Document by or through any one or more sub-agents appointed by the Administrative Agent. The Administrative Agent and any such sub-agent may perform any and all of its duties and exercise its rights and powers by or through their respective Related Parties. The exculpatory provisions of this Article shall apply to any such sub-agent and to the Related Parties of the Administrative Agent and any such sub-agent, and shall apply to their respective activities in connection with the syndication of the credit facilities provided for herein as well as activities as Agents.

9.06. Resignation of Administrative Agent. The Administrative Agent may at any time give notice of its resignation to the Lenders, the L/C Issuer and the Borrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, subject to the consent of the Borrower (which shall not be unreasonably withheld or delayed) other than to the extent a Default or an Event of Default has occurred and is continuing, to appoint a successor, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may on behalf of the Lenders and the L/C Issuer, appoint a successor Administrative Agent meeting the qualifications set forth above; provided that if the Administrative Agent shall notify the Borrower and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (a) the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by the Administrative Agent on behalf of the Lenders or the L/C Issuer under any of the Loan Documents, the retiring Administrative Agent shall continue to hold such collateral security until such time as a successor Administrative Agent is appointed) and (b) all payments, communications and determinations provided

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to be made by, to or through the Administrative Agent shall instead be made by or to each Lender and the L/C Issuer directly, until such time as the Required Lenders appoint a successor Administrative Agent as provided for above in this Section. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Administrative Agent, and the retiring Administrative Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section). The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring Administrative Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Article and Section 10.04 shall continue in effect for the benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Administrative Agent was acting as Administrative Agent.

Any resignation by Bank of America as Administrative Agent pursuant to this Section shall also constitute its resignation as L/C Issuer and Swing Line Lender. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, (i) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer and Swing Line Lender, (ii) the retiring L/C Issuer and Swing Line Lender shall be discharged from all of their respective duties and obligations hereunder or under the other Loan Documents, and (iii) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring L/C Issuer to effectively assume the obligations of the retiring L/C Issuer with respect to such Letters of Credit.

9.07. Non-Reliance on Administrative Agent and Other Lenders. Each Lender and the L/C Issuer acknowledges that it has, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Lender and the L/C Issuer also acknowledges that it will, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related Parties and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement, any other Loan Document or any related agreement or any document furnished hereunder or thereunder.

9.08. No Other Duties, Etc.. Anything herein to the contrary notwithstanding, none of the Arrangers, Syndication Agents or Co-Documentation Agents listed on the cover page hereof shall have any powers, duties or responsibilities under this Agreement or any of the other Loan Documents, except in its capacity, as applicable, as the Administrative Agent, a Lender or the L/C Issuer hereunder.

9.09. Administrative Agent May File Proofs of Claim. In case of the pendency of any proceeding under any Debtor Relief Law or any other judicial proceeding relative to any Loan Party, the Administrative Agent (irrespective of whether the principal of any Loan or L/C Obligation shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Administrative Agent shall have made any demand on the Borrower) shall be entitled and empowered, by intervention in such proceeding or otherwise

(a) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans, L/C Obligations and all other Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the Lenders, the L/C Issuer and the Administrative Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of the Lenders, the L/C Issuer and the Administrative Agent and their respective agents and counsel and all other amounts due the Lenders, the L/C Issuer and the Administrative Agent under Sections 2.03(h) and (i), 2.09 and 10.04) allowed in such judicial proceeding; and

(b) to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same;

and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender and the L/C Issuer to make such payments to the Administrative Agent and, if the Administrative Agent shall consent to the making of such payments directly to the Lenders and the

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L/C Issuer, to pay to the Administrative Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Administrative Agent and its agents and counsel, and any other amounts due the Administrative Agent under Sections 2.09 and 10.04.

Nothing contained herein shall be deemed to authorize the Administrative Agent to authorize or consent to or accept or adopt on behalf of any Lender or the L/C Issuer any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of any Lender or the L/C Issuer to authorize the Administrative Agent to vote in respect of the claim of any Lender or the L/C Issuer or in any such proceeding.

9.10. Collateral and Guaranty Matters. Each of the Lenders (including in its capacities as a potential Cash Management Bank and a potential Hedge Bank) and the L/C Issuer irrevocably authorize the Administrative Agent, at its option and in its discretion,

(a) to release any Lien on any property granted to or held by the Administrative Agent under any Loan Document (i) upon termination of the Aggregate Commitments and payment in full of all Obligations (other than (A) contingent indemnification obligations and (B) obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements as to which arrangements satisfactory to the applicable Cash Management Bank or Hedge Bank shall have been made) and the expiration or termination of all Letters of Credit (other than Letters of Credit as to which other arrangements satisfactory to the Administrative Agent and the L/C Issuer shall have been made), (ii) that is sold or to be sold as part of or in connection with any sale permitted hereunder or under any other Loan Document, or (iii) if approved, authorized or ratified in writing in accordance with Section 10.01;

(b) to release any Guarantor from its obligations under the Guaranty if such Person ceases to be a Subsidiary as a result of a transaction permitted hereunder; and

(c) to subordinate any Lien on any property granted to or held by the Administrative Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 7.01(i).

Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranty pursuant to this Section 9.10. In each case as specified in this Section 9.10, the Administrative Agent will, at the Borrower’s expense and upon receipt of any certifications reasonably requested by the Administrative Agent in connection therewith, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Collateral Documents or to subordinate its interest in such item, or to release such Guarantor from its obligations under the Guaranty, in each case in accordance with the terms of the Loan Documents and this Section 9.10.

9.11. Secured Cash Management Agreements and Secured Hedge Agreements. No Cash Management Bank or Hedge Bank that obtains the benefits of Section 8.03, the Guaranty or any Collateral by virtue of the provisions hereof or of the Guaranty or any Collateral Document shall have any right to notice of any action or to consent to, direct or object to any action hereunder or under any other Loan Document or otherwise in respect of the Collateral (including the release or impairment of any Collateral) other than to the extent expressly provided in the Loan Documents. Notwithstanding any other provision of this Article IX to the contrary, the Administrative Agent shall not be required to verify the payment of, or that other satisfactory arrangements have been made with respect to, Obligations arising under Secured Cash Management Agreements and Secured Hedge Agreements unless the Administrative Agent has received written notice of such Obligations, together with such supporting documentation as the Administrative Agent may reasonably request, from the applicable Cash Management Bank or Hedge Bank, as the case may be.

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ARTICLE X

MISCELLANEOUS

10.01. Amendments, Etc. No amendment or waiver of any provision of this Agreement or any other Loan Document, and no consent to any departure by the Borrower or any other Loan Party therefrom, shall be effective unless in writing signed by the Required Lenders and the Borrower or the applicable Loan Party, as the case may be, and acknowledged by the Administrative Agent, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no such amendment, waiver or consent shall:

(a) waive any condition set forth in Section 4.02 as to any Credit Extension under a particular Facility without the written consent of the Required Revolving Lenders, the Required Term A Lenders or the Required Term B Lenders, as the case may be;

(b) extend or increase the Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 8.02) without the written consent of such Lender;

(c) postpone any date fixed by this Agreement or any other Loan Document for (i) any payment (excluding mandatory prepayments) of principal, interest, fees or other amounts due to the Lenders (or any of them) hereunder or under such other Loan Document without the written consent of each Lender entitled to such payment or (ii) any scheduled reduction of any Facility hereunder or under any other Loan Document without the written consent of each Appropriate Lender;

(d) reduce the principal of, or the rate of interest or premium specified herein on, any Loan or L/C Borrowing, or (subject to clause (iv) of the second proviso to this Section 10.01) any fees or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender entitled to such amount; provided, however, that only the consent of the Required Lenders shall be necessary (i) to amend the definition of “Default Rate” or to waive any obligation of the Borrower to pay interest or Letter of Credit Fees at the Default Rate or (ii) to amend any financial covenant hereunder (or any defined term used therein) even if the effect of such amendment would be to reduce the rate of interest on any Loan or L/C Borrowing or to reduce any fee payable hereunder;

(e) change the order of application of any reduction in the Commitments or any prepayment of Loans among the Facilities from the application thereof set forth in the applicable provisions of Section 2.05(b) or 2.06(b), respectively, in any manner that materially and adversely affects the Lenders under a Facility without the written consent of (i) if such Facility is the Term A Facility, the Required Term A Lenders, (ii) if such Facility is the Term B Facility, the Required Term B Lenders and (iii) if such Facility is the Revolving Credit Facility, the Required Revolving Lenders;

(f) change (i) any provision of this Section 10.01 or the definition of “Required Lenders” or any other provision hereof specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder (other than the definitions specified in clause (ii) of this Section 10.01(f)), without the written consent of each Lender or (ii) the definition of “Required Revolving Lenders,” “Required Term A Lenders,” or “Required Term B Lenders” without the written consent of each Lender under the applicable Facility or (iii) or the definition of “Repricing Transaction” without the written consent of each Lender materially and adversely affected thereby;

(g) release all or substantially all of the Collateral in any transaction or series of related transactions, without the written consent of each Lender;

(h) release all or substantially all of the value of the Guaranty, without the written consent of each Lender, except to the extent the release of any Subsidiary from the Guaranty is permitted pursuant to Section 9.10 (in which case such release may be made by the Administrative Agent acting alone); or

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(i) impose any greater restriction on the ability of any Lender under a Facility to assign any of its rights or obligations hereunder without the written consent of (i) if such Facility is the Term A Facility, each Term A Lender, (ii) if such Facility is the Term B Facility, each Term B Lender and (iii) if such Facility is the Revolving Credit Facility, each Revolving Lender;

and provided, further, that (i) no amendment, waiver or consent shall, unless in writing and signed by the L/C Issuer in addition to the Lenders required above, affect the rights or duties of the L/C Issuer under this Agreement or any Issuer Document relating to any Letter of Credit issued or to be issued by it; (ii) no amendment, waiver or consent shall, unless in writing and signed by the Swing Line Lender in addition to the Lenders required above, affect the rights or duties of the Swing Line Lender under this Agreement; (iii) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above, affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document; and (iv) the Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto and (v) no amendment, waiver or consent shall amend, modify supplement or waive any condition precedent to any extension of credit under the Revolving Credit Facility set forth in Section 4.02 without the written consent of the Required Revolving Lenders under the Revolving Credit Facility (it being understood that (A) amendments, modifications, supplements or waivers of any other provision of any Loan Document, including any representation or warranty, any covenant or any Default, shall be deemed to be effective for purposes of determining whether the conditions precedent set forth in Section 4.02 have been satisfied regardless of whether the Required Revolving Lenders shall have consented to such amendment, modification, supplement or waiver and (B) such consent of the Required Revolving Lenders under the Revolving Credit Facility shall be the only consent required hereunder to make such modifications to the conditions precedent set forth in Section 4.02). Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders), except that (x) the Commitment of any Defaulting Lender may not be increased or extended without the consent of such Lender and (y) any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms affects any Defaulting Lender more adversely than other affected Lenders shall require the consent of such Defaulting Lender.

Notwithstanding any provision herein to the contrary, this Agreement may be amended with the written consent of the Required Lenders, the Administrative Agent and the Borrower (i) to add one or more additional revolving credit or term loan facilities to this Agreement, in each case subject to the limitations in Section 2.14, and to permit the extensions of credit and all related obligations and liabilities arising in connection therewith from time to time outstanding to share ratably (or on a basis subordinated to the existing facilities hereunder) in the benefits of this Agreement and the other Loan Documents with the obligations and liabilities from time to time outstanding in respect of the existing facilities hereunder, and (ii) in connection with the foregoing, to permit, as deemed appropriate by the Administrative Agent and approved by the Required Lenders, the Lenders providing such additional credit facilities to participate in any required vote or action required to be approved by the Required Lenders or by any other number, percentage or class of Lenders hereunder.

If any Lender does not consent to a proposed amendment, waiver, consent or release with respect to any Loan Document that requires the consent of each Lender and that has been approved by the Required Lenders, the Borrower may replace such non-consenting Lender in accordance with Section 10.13; provided that such amendment, waiver, consent or release can be effected as a result of the assignment contemplated by such Section (together with all other such assignments required by the Borrower to be made pursuant to this paragraph) and includes the payment to such Lender of all amounts owed including any premiums.

10.02. Notices; Effectiveness; Electronic Communications.

(a) Notices Generally. Except in the case of notices and other communications expressly permitted to be given by telephone (and except as provided in subsection (b) below), all notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by facsimile as follows, and all notices and other communications expressly permitted hereunder to be given by telephone shall be made to the applicable telephone number, as follows:

(i) if to the Borrower, the Administrative Agent, the L/C Issuer or the Swing Line Lender, to the address, facsimile number, electronic mail address or telephone number specified for such Person on Schedule 10.02; and

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(ii) if to any other Lender, to the address, facsimile number, electronic mail address or telephone number specified in its Administrative Questionnaire (including, as appropriate, notices delivered solely to the Person designated by a Lender on its Administrative Questionnaire then in effect for the delivery of notices that may contain material non-public information relating to the Borrower).

Notices and other communications sent by hand or overnight courier service, or mailed by certified or registered mail, shall be deemed to have been given when received; notices and other communications sent by facsimile shall be deemed to have been given when sent (except that, if not given during normal business hours for the recipient, shall be deemed to have been given at the opening of business on the next business day for the recipient). Notices and other communications delivered through electronic communications to the extent provided in subsection (b) below shall be effective as provided in such subsection (b).

(b) Electronic Communications. Notices and other communications to the Lenders and the L/C Issuer hereunder may be delivered or furnished by electronic communication (including e-mail and Internet or intranet websites) pursuant to procedures approved by the Administrative Agent, provided that the foregoing shall not apply to notices to any Lender or the L/C Issuer pursuant to Article II if such Lender or the L/C Issuer, as applicable, has notified the Administrative Agent that it is incapable of receiving notices under such Article by electronic communication. The Administrative Agent or the Borrower may, in its discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by it, provided that approval of such procedures may be limited to particular notices or communications.

Unless the Administrative Agent otherwise prescribes, (i) notices and other communications sent to an e-mail address shall be deemed received upon the sender’s receipt of an acknowledgement from the intended recipient (such as by the “return receipt requested” function, as available, return e-mail or other written acknowledgement), provided that if such notice or other communication is not sent during the normal business hours of the recipient, such notice or communication shall be deemed to have been sent at the opening of business on the next business day for the recipient, and (ii) notices or communications posted to an Internet or intranet website shall be deemed received upon the deemed receipt by the intended recipient at its e-mail address as described in the foregoing clause (i) of notification that such notice or communication is available and identifying the website address therefore.

(c) The Platform. THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE.” THE AGENT PARTIES (AS DEFINED BELOW) DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE BORROWER MATERIALS OR THE ADEQUACY OF THE PLATFORM, AND EXPRESSLY DISCLAIM LIABILITY FOR ERRORS IN OR OMISSIONS FROM THE BORROWER MATERIALS. NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY ANY AGENT PARTY IN CONNECTION WITH THE BORROWER MATERIALS OR THE PLATFORM. In no event shall the Administrative Agent or any of its Related Parties (collectively, the “Agent Parties”) have any liability to the Borrower, any Lender, the L/C Issuer or any other Person for losses, claims, damages, liabilities or expenses of any kind (whether in tort, contract or otherwise) arising out of the Borrower’s or the Administrative Agent’s transmission of Borrower Materials through the Internet, except to the extent that such losses, claims, damages, liabilities or expenses are determined by a court of competent jurisdiction by a final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Agent Party; provided, however, that in no event shall any Agent Party have any liability to the Borrower, any Lender, the L/C Issuer or any other Person for indirect, special, incidental, consequential or punitive damages (as opposed to direct or actual damages).

(d) Change of Address, Etc. Each of the Borrower, the Administrative Agent, the L/C Issuer and the Swing Line Lender may change its address, facsimile or telephone number for notices and other communications hereunder by notice to the other parties hereto. Each other Lender may change its address, facsimile or telephone number for notices and other communications hereunder by notice to the Borrower, the Administrative Agent, the L/C Issuer and the Swing Line Lender. In addition, each Lender agrees to notify the Administrative Agent from

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time to time to ensure that the Administrative Agent has on record (i) an effective address, contact name, telephone number, facsimile number and electronic mail address to which notices and other communications may be sent and (ii) accurate wire instructions for such Lender. Furthermore, each Public Lender agrees to cause at least one individual at or on behalf of such Public Lender to at all times have selected the “Private Side Information” or similar designation on the content declaration screen of the Platform in order to enable such Public Lender or its delegate, in accordance with such Public Lender’s compliance procedures and applicable Law, including United States Federal and state securities Laws, to make reference to Borrower Materials that are not made available through the “Public Side Information” portion of the Platform and that may contain material non-public information with respect to the Borrower or its securities for purposes of United States Federal or state securities laws.

(e) Reliance by Administrative Agent, L/C Issuer and Lenders. The Administrative Agent, the L/C Issuer and the Lenders shall be entitled to rely and act upon any notices (including telephonic Committed Loan Notices and Swing Line Loan Notices) purportedly given by or on behalf of the Borrower even if (i) such notices were not made in a manner specified herein, were incomplete or were not preceded or followed by any other form of notice specified herein, or (ii) the terms thereof, as understood by the recipient, varied from any confirmation thereof. The Borrower shall indemnify the Administrative Agent, the L/C Issuer, each Lender and the Related Parties of each of them from all losses, costs, expenses and liabilities resulting from the reliance by such Person on each notice purportedly given by or on behalf of the Borrower. All telephonic notices to and other telephonic communications with the Administrative Agent may be recorded by the Administrative Agent, and each of the parties hereto hereby consents to such recording.

10.03. No Waiver; Cumulative Remedies; Enforcement. No failure by any Lender, the L/C Issuer or the Administrative Agent to exercise, and no delay by any such Person in exercising, any right, remedy, power or privilege hereunder or under any other Loan Document shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. The rights, remedies, powers and privileges herein provided, and provided under each other Loan Document, are cumulative and not exclusive of any rights, remedies, powers and privileges provided by law.

Notwithstanding anything to the contrary contained herein or in any other Loan Document, the authority to enforce rights and remedies hereunder and under the other Loan Documents against the Loan Parties or any of them shall be vested exclusively in, and all actions and proceedings at law in connection with such enforcement shall be instituted and maintained exclusively by, the Administrative Agent in accordance with Section 8.02 for the benefit of all the Lenders and the L/C Issuer; provided, however, that the foregoing shall not prohibit (a) the Administrative Agent from exercising on its own behalf the rights and remedies that inure to its benefit (solely in its capacity as Administrative Agent) hereunder and under the other Loan Documents, (b) the L/C Issuer or the Swing Line Lender from exercising the rights and remedies that inure to its benefit (solely in its capacity as L/C Issuer or Swing Line Lender, as the case may be) hereunder and under the other Loan Documents, (c) any Lender from exercising setoff rights in accordance with Section 10.08 (subject to the terms of Section 2.13), or (d) any Lender from filing proofs of claim or appearing and filing pleadings on its own behalf during the pendency of a proceeding relative to any Loan Party under any Debtor Relief Law; and provided, further, that if at any time there is no Person acting as Administrative Agent hereunder and under the other Loan Documents, then (i) the Required Lenders shall have the rights otherwise ascribed to the Administrative Agent pursuant to Section 8.02 and (ii) in addition to the matters set forth in clauses (b), (c) and (d) of the preceding proviso and subject to Section 2.13, any Lender may, with the consent of the Required Lenders, enforce any rights and remedies available to it and as authorized by the Required Lenders.

10.04. Expenses; Indemnity; Damage Waiver.

(a) Costs and Expenses. The Borrower shall pay (i) all reasonable out-of-pocket expenses incurred by the Arrangers, the Administrative Agent and the other Agents and their respective Affiliates (including the reasonable fees, charges and disbursements of Cahill Gordon & Reindel LLP, as counsel for the Arrangers, the Administrative Agent and the other Agents, one counsel for General Electric Capital Corporation to the extent incurred prior to the Closing, one regulatory counsel and one local counsel in each applicable jurisdiction), in connection with the syndication of the credit facilities provided for herein, the preparation, negotiation, execution, delivery and administration of this Agreement and the other Loan Documents or any amendments, modifications or waivers of the

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provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable out-of-pocket expenses incurred by the L/C Issuer in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all out-of-pocket expenses incurred by the Administrative Agent, any Lender or the L/C Issuer (including the fees, charges and disbursements of any counsel for the Administrative Agent, any Lender or the L/C Issuer), in connection with the enforcement or protection of its rights (A) in connection with this Agreement and the other Loan Documents, including its rights under this Section, or (B) in connection with Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit.

(b) Indemnification by the Borrower. The Borrower shall indemnify each Agent (and any sub-agent thereof), each Arranger, each Lender and the L/C Issuer, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (including the reasonable fees, charges and disbursements of any counsel for any Indemnitee), incurred by any Indemnitee or asserted against any Indemnitee by any third party or by the Borrower or any other Loan Party arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, or, in the case of the Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan Documents, (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by the L/C Issuer to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by the Borrower or any of its Subsidiaries, or any Environmental Liability related in any way to the Borrower or any of its Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by the Borrower or any other Loan Party or any of the Borrower’s or such Loan Party’s directors, shareholders or creditors, and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence, bad faith or willful misconduct of such Indemnitee if the Borrower or such Loan Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction.

(c) Reimbursement by Lenders. To the extent that the Borrower for any reason fails to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by it to the Administrative Agent (or any sub-agent thereof), the L/C Issuer or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), the L/C Issuer or such Related Party, as the case may be, such Lender’s Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent) or the L/C Issuer in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent) or L/C Issuer in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.12(d).

(d) Waiver of Consequential Damages, Etc. To the fullest extent permitted by applicable law, the Borrower shall not assert, and hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Loan or Letter of Credit or the use of the proceeds thereof. No Indemnitee referred to in subsection (b) above shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed to such unintended recipients by such Indemnitee through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby other than for direct or actual damages resulting from the gross negligence or willful misconduct of such Indemnitee as determined by a final and nonappealable judgment of a court of competent jurisdiction.

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(e) Payments. All amounts due under this Section shall be payable not later than ten Business Days after demand therefor.

(f) Survival. The agreements in this Section shall survive the resignation of the Administrative Agent, the L/C Issuer and the Swing Line Lender, the replacement of any Lender, the termination of the Aggregate Commitments and the repayment, satisfaction or discharge of all the other Obligations.

10.05. Payments Set Aside. To the extent that any payment by or on behalf of the Borrower is made to the Administrative Agent, the L/C Issuer or any Lender, or the Administrative Agent, the L/C Issuer or any Lender exercises its right of setoff, and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by the Administrative Agent, the L/C Issuer or such Lender in its discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any Debtor Relief Law or otherwise, then (a) to the extent of such recovery, the obligation or part thereof originally intended to be satisfied shall be revived and continued in full force and effect as if such payment had not been made or such setoff had not occurred, and (b) each Lender and the L/C Issuer severally agrees to pay to the Administrative Agent upon demand its applicable share (without duplication) of any amount so recovered from or repaid by the Administrative Agent, plus interest thereon from the date of such demand to the date such payment is made at a rate per annum equal to the Federal Funds Rate from time to time in effect. The obligations of the Lenders and the L/C Issuer under clause (b) of the preceding sentence shall survive the payment in full of the Obligations and the termination of this Agreement.

10.06. Successors and Assigns.

(a) Successors and Assigns Generally. The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby, except that the Borrower may not assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of the Administrative Agent and each Lender and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except (i) to an assignee in accordance with the provisions of Section 10.06(b), (ii) by way of participation in accordance with the provisions of Section 10.06(d), or (iii) by way of pledge or assignment of a security interest subject to the restrictions of Section 10.06(f), (and any other attempted assignment or transfer by any party hereto shall be null and void). Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants to the extent provided in subsection (d) of this Section and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent, the L/C Issuer and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement.

(b) Assignments by Lenders. Any Lender may at any time assign to one or more assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment(s) and the Loans (including for purposes of this Section 10.06(b), participations in L/C Obligations and in Swing Line Loans) at the time owing to it); provided that any such assignment shall be subject to the following conditions:

(i) Minimum Amounts. (A) In the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment under any Facility and the Loans at the time owing to it under such Facility or in the case of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund, no minimum amount need be assigned; and

(B) in any case not described in subsection (b)(i)(A) of this Section, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment, determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date, shall not be less than $5,000,000, in the case of any assignment in respect of the Revolving Credit Facility, or $1,000,000, in the case of any assignment in respect of either Term Facility, unless each of the Administrative Agent and, so long as no Event of Default has occurred and is continuing, the Borrower otherwise consents (each such consent not to be unreasonably withheld or delayed); provided, however, that concurrent assignments to members of an Assignee Group and concurrent

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assignments from members of an Assignee Group to a single Eligible Assignee (or to an Eligible Assignee and members of its Assignee Group) will be treated as a single assignment for purposes of determining whether such minimum amount has been met;

(ii) Proportionate Amounts. Each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loans or the Commitment assigned, except that this clause (ii) shall not (A) apply to the Swing Line Lender’s rights and obligations in respect of Swing Line Loans or (B) prohibit any Lender from assigning all or a portion of its rights and obligations among separate Facilities on a non-pro rata basis;

(iii) Required Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(B) of this Section and, in addition:

(A) the consent of the Borrower (such consent not to be unreasonably withheld) shall be required unless (1) an Event of Default has occurred and is continuing at the time of such assignment or (2) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund; provided that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within five (5) Business Days after having received notice thereof;

(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of (1) any Term Commitment or Revolving Credit Commitment if such assignment is to a Person that is not a Lender with a Commitment in respect of the applicable Facility, an Affiliate of such Lender or an Approved Fund with respect to such Lender or (2) any Term Loan to a Person that is not a Lender, an Affiliate of a Lender or an Approved Fund;

(C) the consent of the L/C Issuer (such consent not to be unreasonably withheld or delayed) shall be required for any assignment that increases the obligation of the assignee to participate in exposure under one or more Letters of Credit (whether or not then outstanding); and

(D) the consent of the Swing Line Lender (such consent not to be unreasonably withheld or delayed) shall be required for any assignment in respect of the Revolving Credit Facility.

(iv) Assignment and Assumption. The parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee in the amount of $3,500; provided, however, that the Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment. The assignee, if it is not a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire.

(v) No Assignment to Certain Persons. No such assignment shall be made (A) to the Borrower or any of the Borrower’s Affiliates or Subsidiaries, or (B) to any Defaulting Lender or any of its Subsidiaries, or any Person who, upon becoming a Lender hereunder, would constitute any of the foregoing Persons described in this clause (B), or (C) to a natural person.

(vi) Certain Additional Payments. In connection with any assignment of rights and obligations of any Defaulting Lender hereunder, no such assignment shall be effective unless and until, in addition to the other conditions thereto set forth herein, the parties to the assignment shall make such additional payments to the Administrative Agent in an aggregate amount sufficient, upon distribution thereof as appropriate (which may be outright payment, purchases by the assignee of participations or subparticipations, or other compensating actions, including funding, with the consent of the Borrower and the Administrative Agent, the applicable pro rata share of Loans previously requested but not funded by the Defaulting Lender, to each of which the applicable assignee and assignor hereby irrevocably consent), to (x) pay and satisfy in full all payment liabilities then owed by such Defaulting Lender to the Administrative Agent or

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any Lender hereunder (and interest accrued thereon) and (y) acquire (and fund as appropriate) its full pro rata share of all Loans and participations in Letters of Credit and Swing Line Loans in accordance with its Applicable Percentage. Notwithstanding the foregoing, in the event that any assignment of rights and obligations of any Defaulting Lender hereunder shall become effective under applicable Law without compliance with the provisions of this paragraph, then the assignee of such interest shall be deemed to be a Defaulting Lender for all purposes of this Agreement until such compliance occurs.

Subject to acceptance and recording thereof by the Administrative Agent pursuant to subsection (c) of this Section, from and after the effective date specified in each Assignment and Assumption, the assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 3.01, 3.04, 3.05 and 10.04 with respect to facts and circumstances occurring prior to the effective date of such assignment. Upon request, the Borrower (at its expense) shall execute and deliver a Note to the assignee Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section 10.06(d).

(c) Register. The Administrative Agent, acting solely for this purpose as an agent of the Borrower (and such agency being solely for tax purposes), shall maintain at the Administrative Agent’s Office a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Commitments of, and principal amounts of the Loans and L/C Obligations owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive absent manifest error, and the Borrower, the Administrative Agent and the Lenders may treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. In addition, the Administrative Agent shall maintain on the Registrar information regarding the designation, and revocation of designation, of any Lender as a Defaulting Lender. The Register shall be available for inspection by the Borrower and any Lender, at any reasonable time and from time to time upon reasonable prior notice.

(d) Participations. Any Lender may at any time, without the consent of, or notice to, the Borrower or the Administrative Agent, sell participations to any Person (other than a natural person, a Defaulting Lender or the Borrower or any of the Borrower’s Affiliates or Subsidiaries) (each, a “Participant”) in all or a portion of such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and/or the Loans (including such Lender’s participations in L/C Obligations and/or Swing Line Loans) owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrower, the Administrative Agent, the Lenders and the L/C Issuer shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, waiver or other modification described in the first proviso to Section 10.01 that affects such Participant. Subject to subsection (e) of this Section, the Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.01, 3.04 and 3.05 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to Section 10.06(b). To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 10.08 as though it were a Lender, provided such Participant agrees to be subject to Section 2.13 as though it were a Lender.

(e) Limitations upon Participant Rights. A Participant shall not be entitled to receive any greater payment under Section 3.01 or 3.04 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with the Borrower’s prior written consent. A Participant that would be a Foreign Lender if it were a Lender shall not be entitled to the benefits of Section 3.01 unless the Borrower is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Borrower, to comply with Section 3.01(e) as though it were a Lender.

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(f) Certain Pledges. Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement (including under its Note, if any) to secure obligations of such Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank; provided that no such pledge or assignment shall release such Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto.

(g) Resignation as L/C Issuer or Swing Line Lender after Assignment. Notwithstanding anything to the contrary contained herein, if at any time Bank of America assigns all of its Revolving Credit Commitment and Revolving Credit Loans pursuant to Section 10.06(b), Bank of America may, (i) upon 30 days’ notice to the Borrower and the Lenders, resign as L/C Issuer and/or (ii) upon 30 days’ notice to the Borrower, resign as Swing Line Lender. In the event of any such resignation as L/C Issuer or Swing Line Lender, the Borrower shall be entitled to appoint from among the Lenders a successor L/C Issuer or Swing Line Lender hereunder; provided, however, that no failure by the Borrower to appoint any such successor shall affect the resignation of Bank of America as L/C Issuer or Swing Line Lender, as the case may be. If Bank of America resigns as L/C Issuer, it shall retain all the rights, powers, privileges and duties of the L/C Issuer hereunder with respect to all Letters of Credit outstanding as of the effective date of its resignation as L/C Issuer and all L/C Obligations with respect thereto (including the right to require the Lenders to make Base Rate Loans or fund risk participations in Unreimbursed Amounts pursuant to Section 2.03(c)). If Bank of America resigns as Swing Line Lender, it shall retain all the rights of the Swing Line Lender provided for hereunder with respect to Swing Line Loans made by it and outstanding as of the effective date of such resignation, including the right to require the Lenders to make Base Rate Loans or fund risk participations in outstanding Swing Line Loans pursuant to Section 2.04(c). Upon the appointment of a successor L/C Issuer and/or Swing Line Lender, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer or Swing Line Lender, as the case may be, and (b) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to Bank of America to effectively assume the obligations of Bank of America with respect to such Letters of Credit.

10.07. Treatment of Certain Information; Confidentiality. Each of the Administrative Agent, the Lenders and the L/C Issuer agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Affiliates and to its and its Affiliates’ respective partners, directors, officers, employees, agents, trustees, advisors and representatives (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (b) to the extent requested by any regulatory authority purporting to have jurisdiction over it (including any self-regulatory authority, such as the National Association of Insurance Commissioners), (c) to the extent required by applicable laws or regulations or by any subpoena or similar legal process, (d) to any other party hereto, (e) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (f) subject to an agreement containing provisions substantially the same as those of this Section, to (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or any Eligible Assignee invited to be a Lender pursuant to Section 2.14(c) or (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the Borrower and its obligations, (g) with the consent of the Borrower or (h) to the extent such Information (i) becomes publicly available other than as a result of a breach of this Section or (ii) becomes available to the Administrative Agent, any Lender, the L/C Issuer or any of their respective Affiliates on a nonconfidential basis from a source other than the Borrower.

For purposes of this Section, “Information” means all information received from the Borrower or any Subsidiary relating to the Borrower or any Subsidiary or any of their respective businesses, other than any such information that is available to any Agent, any Lender or the L/C Issuer on a nonconfidential basis prior to disclosure by the Borrower or any Subsidiary, provided that, in the case of information received from the Borrower or any Subsidiary after the date hereof, such information is clearly identified at the time of delivery as confidential or is delivered pursuant to Section 6.01(c), 6.02 or 6.03 hereof. Any Person required to maintain the confidentiality of Information as provided in this Section shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information.

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Each of the Administrative Agent, the Lenders and the L/C Issuer acknowledges that (a) the Information may include material non-public information concerning the Borrower or a Subsidiary, as the case may be, (b) it has developed compliance procedures regarding the use of material non-public information and (c) it will handle such material non-public information in accordance with applicable Law, including United States Federal and state securities Laws.

10.08. Right of Setoff. If an Event of Default shall have occurred and be continuing, each Lender, the L/C Issuer and each of their respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by applicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender, the L/C Issuer or any such Affiliate to or for the credit or the account of the Borrower against any and all of the obligations of the Borrower now or hereafter existing under this Agreement or any other Loan Document to such Lender or the L/C Issuer, irrespective of whether or not such Lender or the L/C Issuer shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower may be contingent or unmatured or are owed to a branch or office of such Lender or the L/C Issuer different from the branch or office holding such deposit or obligated on such Indebtedness; provided, that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.16 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender, the L/C Issuer and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, the L/C Issuer or their respective Affiliates may have. Each Lender and the L/C Issuer agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application, provided that the failure to give such notice shall not affect the validity of such setoff and application. Notwithstanding the provisions of this Section 10.08, if at any time any Lender, the L/C Issuer or any of their respective Affiliates maintains one or more deposit accounts for the Borrower into which Medicare and/or Medicaid receivables are deposited, such Person shall waive the right of setoff set forth herein.

10.09. Interest Rate Limitation. Notwithstanding anything to the contrary contained in any Loan Document, the interest paid or agreed to be paid under the Loan Documents shall not exceed the maximum rate of non-usurious interest permitted by applicable Law (the “Maximum Rate”). If the Administrative Agent or any Lender shall receive interest in an amount that exceeds the Maximum Rate, the excess interest shall be applied to the principal of the Loans or, if it exceeds such unpaid principal, refunded to the Borrower. In determining whether the interest contracted for, charged, or received by the Administrative Agent or a Lender exceeds the Maximum Rate, such Person may, to the extent permitted by applicable Law, (a) characterize any payment that is not principal as an expense, fee, or premium rather than interest, (b) exclude voluntary prepayments and the effects thereof, and (c) amortize, prorate, allocate, and spread in equal or unequal parts the total amount of interest throughout the contemplated term of the Obligations hereunder.

10.10. Counterparts; Integration; Effectiveness. This Agreement may be executed in counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Agreement and the other Loan Documents constitute the entire contract among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof. Except as provided in Section 4.01, this Agreement shall become effective when it shall have been executed by the Administrative Agent and when the Administrative Agent shall have received counterparts hereof that, when taken together, bear the signatures of each of the other parties hereto. Delivery of an executed counterpart of a signature page of this Agreement by facsimile or other electronic imaging means shall be effective as delivery of a manually executed counterpart of this Agreement.

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10.11. Survival of Representations and Warranties. All representations and warranties made hereunder and in any other Loan Document or other document delivered pursuant hereto or thereto or in connection herewith or therewith shall survive the execution and delivery hereof and thereof. Such representations and warranties have been or will be relied upon by the Administrative Agent and each Lender, regardless of any investigation made by the Administrative Agent or any Lender or on their behalf and notwithstanding that the Administrative Agent or any Lender may have had notice or knowledge of any Default at the time of any Credit Extension, and shall continue in full force and effect as long as any Loan or any other Obligation hereunder shall remain unpaid or unsatisfied or any Letter of Credit shall remain outstanding.

10.12. Severability. If any provision of this Agreement or the other Loan Documents is held to be illegal, invalid or unenforceable, (a) the legality, validity and enforceability of the remaining provisions of this Agreement and the other Loan Documents shall not be affected or impaired thereby and (b) the parties shall endeavor in good faith negotiations to replace the illegal, invalid or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the illegal, invalid or unenforceable provisions. The invalidity of a provision in a particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. Without limiting the foregoing provisions of this Section 10.12, if and to the extent that the enforceability of any provisions in this Agreement relating to Defaulting Lenders shall be limited by Debtor Relief Laws, as determined in good faith by the Administrative Agent, the L/C Issuer or the Swing Line Lender, as applicable, then such provisions shall be deemed to be in effect only to the extent not so limited.

10.13. Replacement of Lenders. If any Lender requests compensation under Section 3.04, or if the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.01, if any Lender is a Defaulting Lender or if any other circumstance exists hereunder that gives the Borrower the right to replace a Lender as a party hereto, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 10.06), all of its interests, rights and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), provided that:

(a) the Borrower shall have paid to the Administrative Agent the assignment fee specified in Section 10.06(b);

(b) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans and L/C Advances, accrued interest thereon, accrued fees and all other amounts payable to it hereunder (including any premiums) and under the other Loan Documents (including any amounts under Section 3.05) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts);

(c) in the case of any such assignment resulting from a claim for compensation under Section 3.04 or payments required to be made pursuant to Section 3.01, such assignment will result in a reduction in such compensation or payments thereafter; and

(d) such assignment does not conflict with applicable Laws.

A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply.

10.14. Governing Law; Jurisdiction; Etc.

(a) GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

(b) SUBMISSION TO JURISDICTION. THE BORROWER IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE EXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK SITTING IN NEW YORK COUNTY AND OF THE

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UNITED STATES DISTRICT COURT OF THE SOUTHERN DISTRICT OF NEW YORK AND ANY APPELLATE COURT FROM ANY THEREOF, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT (OTHER THAN AS PROVIDED IN ANY MORTGAGE WITH RESPECT TO ITSELF), OR FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT, AND EACH OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE COURT OR, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN SUCH FEDERAL COURT. EACH OF THE PARTIES HERETO AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW.

(c) WAIVER OF VENUE. THE BORROWER IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT IN ANY COURT REFERRED TO IN PARAGRAPH (B) OF THIS SECTION. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION OR PROCEEDING IN ANY SUCH COURT.

(d) SERVICE OF PROCESS. EACH PARTY HERETO IRREVOCABLY CONSENTS TO SERVICE OF PROCESS IN THE MANNER PROVIDED FOR NOTICES IN SECTION 10.02. NOTHING IN THIS AGREEMENT WILL AFFECT THE RIGHT OF ANY PARTY HERETO TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY APPLICABLE LAW

10.15. WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

10.16. No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), the Borrower acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent and the Arrangers, are arm’s-length commercial transactions between the Borrower and its Affiliates, on the one hand, and the Administrative Agent and the Arrangers, on the other hand, (B) the Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) the Borrower is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) the Administrative Agent and the Arrangers each is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Borrower or any of its Affiliates, or any other Person and (B) neither the Administrative Agent nor the Arrangers has any obligation to the Borrower or any of its Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Administrative Agent and the Arrangers and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower and its Affiliates, and neither the Administrative Agent nor the Arrangers has any obligation to disclose any of such interests to the Borrower or its Affiliates. To the fullest extent permitted by law, the Borrower hereby waives and releases any claims that it may have against the Administrative Agent and the Arrangers with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

110

10.17. Electronic Execution of Assignments and Certain Other Documents. The words “execution,” “signed,” “signature,” and words of like import in any Assignment and Assumption or in any amendment or other modification hereof (including waivers and consents) shall be deemed to include electronic signatures or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act.

10.18. USA PATRIOT Act. Each Lender that is subject to the Act (as hereinafter defined) and the Administrative Agent (for itself and not on behalf of any Lender) hereby notifies the Borrower that pursuant to the requirements of the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Act”), it is required to obtain, verify and record information that identifies each Loan Party, which information includes the name and address of each Loan Party and other information that will allow such Lender or the Administrative Agent, as applicable, to identify each Loan Party in accordance with the Act. The Borrower shall, promptly following a request by the Administrative Agent or any Lender, provide all documentation and other information that the Administrative Agent or such Lender requests in order to comply with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the Act.

10.19. Time of the Essence. Time is of the essence of the Loan Documents.

10.20. ENTIRE AGREEMENT. THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES.

111

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first above written.

GENTIVA HEALTH SERVICES, INC.
By:	/s/ Tony Strange
	Name: Tony Strange
	Title: CEO and President

[Credit Agreement]

BANK OF AMERICA, N.A., as
Administrative Agent, Swing Line Lender,
L/C Issuer and Lender
By:	/s/ Alysa Trakas
	Name: Alysa Trakas
	Title: Vice President

[Credit Agreement]

GENERAL ELECTRIC CAPITAL
CORPORATION, as a Syndication Agent
Agent and Lender
By:	/s/ Andrew D. Moore
	Name: Andrew D. Moore
	Title: Duly Authorized Signatory

[Credit Agreement]

BARCLAYS BANK PLC.
as Co-Documentation Agent and Lender
By:	/s/ David Barton
	Name: David Barton
	Title: Director

[Credit Agreement]

SUNTRUST BANK,
as Co-Documentation Agent and Lender
By:	/s/ J. Cumming
	Name: J. Cumming
	Title: Vice President

[Credit Agreement]

FIFTH THIRD BANK,
as Co-Documentation Agent and Lender
By:	/s/ Joshua N. Livingston
	Name: Joshua N. Livingston
	Title: Officer

[Credit Agreement]

RAYMOND JAMES BANK.FSB
as a Revolving Credit Lender and Term A Loan Lender
By:	/s/ Steven Paley
	Name: Steven Paley
	Title: Senior Vice President

[Credit Agreement]

THE BANK OF NOVA SCOTIA,
as a Revolving Credit Lender
By:	/s/ Paula Czach
	Name: Paula Czach
	Title: Director

[Credit Agreement]

SCOTIABANC INC.,
as a Term A Loan Lender
By:	/s/ J.F. Todd
	Name: J.F. Todd
	Title: Managing Director

[Credit Agreement]

SIEMENS FINANCIAL SERVICES, INC.
as a Revolving Credit Lender and Term A Loan Lender
By:	/s/ David Kantes
	Name: David Kantes
	Title: Senior Vice President and           Chief Risk Officer
By:	/s/ Carol Walters
	Name: Carol Walters
	Title: Vice President-Documentation

[Credit Agreement]

SOVEREIGN BANK,
as a Revolving Credit Lender and Term A Loan Lender
By:	/s/ Christine Gerula
	Name: Christine Gerula
	Title: Senior Vice President

[Credit Agreement]

SUMITOMO MITSUI BANKING CORPORATION,
as a Revolving Credit Lender and Term A Loan Lender
By:	/s/ William M. Ginn
	Name: William M. Ginn
	Title: Executive Officer

[Credit Agreement]

CALIFORNIA FIRST NATIONAL BANK,
as a Revolving Credit Lender and Term A Loan Lender
By:	/s/ D.N. Lee
	Name: D.N. Lee
	Title: Senior Vice President

[Credit Agreement]

STATE BANK OF INDIA LOS ANGELES AGENCY
as a Revolving Credit Lender and Term A Loan Lender
By:	/s/ Sanjay Gautam
	Name: Sanjay Gautam
	Title: Vice President (Cr. & Ops.)

[Credit Agreement]

SCHEDULES

to

CREDIT AGREEMENT

The Schedules to the Credit Agreement, dated as of August 17, 2010, by and among Gentiva Health Services, Inc., a Delaware corporation (the “Borrower”), each lender from time to time party hereto, 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 and SunTrust Bank, as co-documentation agents (the “Agreement”) are set forth on the following pages. Capitalized terms used herein and not otherwise defined shall have the meaning ascribed to them in the Agreement.

SCHEDULE 2.01

COMMITMENTS AND APPLICABLE PERCENTAGES

Revolving Credit Commitments

Lender	Revolving Credit Commitment		Applicable Percentage
Bank of America, N.A.	$	20,000,000.00		16.000000	%
General Electric Capital Corporation	$	20,000,000.00		16.000000	%
Barclays Bank PLC	$	20,000,000.00		16.000000	%
SunTrust Bank	$	20,000,000.00		16.000000	%
Fifth Third Bank	$	10,000,000.00		8.000000	%
The Bank of Nova Scotia	$	7,500,000.00		6.000000	%
Sovereign Bank	$	7,500,000.00		6.000000	%
Sumitomo Mitsui Banking Corporation	$	7,500,000.00		6.000000	%
Raymond James Bank, FSB	$	5,000,000.00		4.000000	%
State Bank of India Los Angeles Agency	$	3,750,000.00		3.000000	%
Siemens Financial Services, Inc.	$	2,500,000.00		2.000000	%
California First National Bank	$	1,250,000.00		1.000000	%
Total:	$	125,000,000.00		100.000000	%

Term A Commitments

Lender	Term Commitment		Applicable Percentage
Bank of America, N.A.	$	30,000,000.00		15.000000	%
Fifth Third Bank	$	30,000,000.00		15.000000	%
ScotiaBanc Inc.	$	22,500,000.00		11.250000	%
Sovereign Bank	$	22,500,000.00		11.250000	%
Sumitomo Mitsui Banking Corporation	$	22,500,000.00		11.250000	%
SunTrust Bank	$	20,000,000.00		10.000000	%
General Electric Capital Corporation	$	15,000,000.00		7.500000	%
Raymond James Bank, FSB	$	15,000,000.00		7.500000	%
State Bank of India Los Angeles Agency	$	11,250,000.00		5.625000	%
Siemens Financial Services, Inc.	$	7,500,000.00		3.750000	%
California First National Bank	$	3,750,000.00		1.875000	%
Total:	$	200,000,000.00		100.000000	%

Term B Commitments

Lender	Term Commitment		Applicable Percentage
Bank of America, N.A.	$	206,250,000.00		37.500000	%
General Electric Capital Corporation	$	178,750,000.00		32.500000	%
Barclays Bank PLC	$	96,250,000.00		17.500000	%
SunTrust Bank	$	68,750,000.00		12.500000	%
Total:	$	550,000,000.00		100.000000	%

2.01

SCHEDULE 2.03

LETTER OF CREDIT

Gentiva Letters Of Credit

LOC #	Beneficiary	Total Balance		Expiration Date		Issuer
F848021	Hartford Fire	$	32,000,000		2/28/11		SunTrust
	Insurance Co.
	1993-2011
F848022	National Union	$	2,281,943		2/28/11		SunTrust
	1989-1993
F848279	Hines REIT	$	618,750		6/01/11		SunTrust
	(Melville, NY)
F848277	CIGNA NY**	$	81,000		6/01/11		SunTrust

** This letter of credit is a CareCentrix, Inc. (“CareCentrix”) obligation that was put in place prior to CareCentrix Holdings Inc.’s spin off from Gentiva. Gentiva is working with CareCentrix to establish a letter of credit to replace this one so this letter of credit can be terminated.

2.03

SCHEDULE 4.01(a)

MORTGAGED PROPERTIES

Entity of Record	Common Name and Address	Purpose/ Use	Improvements Located on Real Property	Approximate Square Footage	Legal Description (if Encumbered by Mortgage and/or Fixture Filing)	To be Encumbered by Mortgage and Fixture Filing
Odyssey HealthCare Fort Worth, LLC	6940 River Park Circle, Fort Worth, Tarrant County, Texas 76116	Office	Yes	10,000 sf	See Schedule A to Mortgage and/or fixture filing encumbering this property	Yes
Wiregrass Hospice Care, Inc. (f/k/a WG Acquisition Corp.)	2740 Headland Avenue, Dothan, Houston County, AL	Hospice, Home Health and DME office space; DME space leased to Lincare	Yes	Approx. 37,000 sf	See Schedule A to Mortgage and/or fixture filing encumbering this property.	Yes
Odyssey HealthCare Detroit, LLC	25285 West Eleven Mile Road, Southfield, Oakland County, MI 48033	Office and Inpatient Care	Yes	10,000 sf	See Schedule A to Mortgage and/or fixture filing encumbering this property.	Yes*

* The mortgage for Odyssey HealthCare Detroit, LLC will be entered into post-closing.

4.01(a)

SCHEDULE 5.05

SUPPLEMENT TO INTERIM FINANCIAL STATEMENTS

1) Indebtedness of the Borrower set forth on the unaudited consolidated balance sheets dated April 4, 2010 and July 4, 2010;

2) To the Borrower’s knowledge, Indebtedness set forth on the unaudited consolidated balance sheets with respect to the Acquired Business dated March 31, 2010 and June 30, 2010, and the related consolidated statements of income or operations and cash flows for the fiscal quarter ended on that date;

3) Reserves associated with government investigations were included in Medicare liabilities in the Borrower’s consolidated balance sheets and aggregated $12.5 million for both the period ending April 4, 2010 and July 4, 2010. These reserves relate to the settlement between Borrower and the United States Office of Inspector General relating to an investigation commenced in 2003 and settled during the first quarter, 2010.

4) Purchase obligations relating to the Borrower’s outsourcing of certain I/T functions were $4.5 million and $3.9 million, respectively for the periods ending April 4, 2010 and July 4, 2010

See Schedule 7.02.

5.05

SCHEDULE 5.06

LITIGATION

1) On February 14, 2008, Odyssey HealthCare, Inc. (“Odyssey”) received a letter from the Medicaid Fraud Control Unit of the Texas Attorney General’s office (the “MFCU”) notifying Odyssey that the MFCU is conducting an investigation concerning Medicaid hospice services provided by Odyssey, including Odyssey’s practices with respect to patient admission and retention, and requesting medical records of approximately 50 patients served by Odyssey’s programs in the State of Texas. Based on the preliminary stage of this investigation and the limited information that Odyssey have at this time, Odyssey cannot predict the outcome of this investigation, the Texas Attorney General’s views of the issues being investigated, any actions that the Texas Attorney General may take or the impact, if any, that the investigation may have on Odyssey’s business, results of operations, liquidity or capital resources. Odyssey believes that Odyssey is in material compliance with the rules and regulations applicable to the Texas Medicaid hospice program.

2) On May 5, 2008, Odyssey received a letter from the United States Department of Justice (“DOJ”) notifying Odyssey that the DOJ is conducting an investigation of VistaCare, Inc. (“VistaCare”) and requesting that Odyssey provide certain information and documents related to its investigation of claims submitted by VistaCare to Medicare, Medicaid and TRICARE from January 1, 2003 through March 6, 2008, the date Odyssey completed the acquisition of VistaCare. Odyssey was informed that the DOJ and the Medicaid Fraud Control Unit of the Texas Attorney General’s Office are reviewing allegations that VistaCare may have billed the federal Medicare, Medicaid and TRICARE programs for hospice services that were not reasonably or medically necessary or performed as claimed. The basis of the investigation is a qui tam lawsuit filed in the United States District Court for the Northern District of Texas by a former employee of VistaCare. The lawsuit was unsealed on October 5, 2009 and served to Odyssey on January 28, 2010. In connection with the unsealing of the complaint, the DOJ filed a notice with the court declining to intervene in the qui tam action at this time. The Texas Attorney General also filed a notice of non-intervention with the court. While these actions should not be viewed as a final assessment by the DOJ or the Texas Attorney General of the merits of this qui tam action, Odyssey considers them to be positive developments. Odyssey continues to cooperate with the DOJ and the Texas Attorney General in their investigation of us. Based on the limited information that Odyssey have at this time, Odyssey cannot predict the outcome of the qui tam lawsuit or the related investigation, the DOJ’s or Texas Attorney General’s views of the issues being investigated other than the DOJ’s and Texas Attorney General’s notice declining to intervene in the qui tam action at this time, any actions that the DOJ or the Texas Attorney General may take or the impact, if any, that the investigation may have on Odyssey’s business, results of operations, liquidity or capital resources.

3) On January 5, 2009, Odyssey received a letter from the Georgia State Health Care Fraud Control Unit notifying it that it is conducting an investigation concerning Medicaid hospice services provided by VistaCare from 2003 through 2007 and requesting certain

5.06

documents. Odyssey is cooperating with the Georgia State Health Care Fraud Control Unit and is complied with the document request. Based on the preliminary stage of this investigation and the limited information that Odyssey have at this time, Odyssey cannot predict the outcome of the investigation, the Georgia State Health Care Fraud Control Unit’s views of the issues being investigated, any actions that the Georgia State Health Care Fraud Control Unit may take or the impact, if any, that the investigation may have on Odyssey’s business, results of operations, liquidity or capital resources.

4) On February 2, 2009, Odyssey received a subpoena from the United States Office of Inspector General (“OIG”) requesting certain documents related to Odyssey’s provision of continuous care services from January 1, 2004 through February 2, 2009. On September 9, 2009, Odyssey received a second subpoena from the OIG requesting medical records for certain patients who had been provided continuous care services by it during the same time period. Odyssey is cooperating with the OIG and are in the process of complying with the subpoena requests. Based on the preliminary stage of this investigation and the limited information that Odyssey has at this time Odyssey cannot predict the outcome of the investigation, the OIG’s views of the issues being investigated, any actions that the OIG may take or the impact, if any, that the investigation may have on Odyssey’s business, results of operations, liquidity or capital resources.

5) On February 23, 2010, Odyssey received a subpoena from the OIG requesting various documents and certain patient records of Odyssey’s Rhode Island hospice programs relating to services performed from January 1, 2006 through December 31, 2009. Odyssey is cooperating with the OIG and is in the process of complying with the subpoena request. Because of the preliminary stage of this investigation and the limited information that Odyssey has at this time Odyssey cannot predict the outcome of the investigation, the OIG’s views of the issues being investigated, any actions that the OIG may take or the impact, if any, that the investigation may have on Odyssey’s business, results of operations, liquidity or capital resources.

6) On May 27, 2010, a lawsuit captioned Pompano Beach Police & Firefighters’ Retirement System v. Odyssey Healthcare, Inc., et al., Cause No. CC-10-03561-E, was filed in the County Court at Law No. 5 in Dallas County, Texas against Odyssey, the members of Odyssey’s board of directors, Gentiva Health Services, Inc., and GTO Acquisition Corp. The lawsuit, brought by a plaintiff, who is a purported stockholder of Odyssey, both individually and on behalf of a putative class of stockholders, alleges that Odyssey’s board of directors breached its fiduciary duties, and that Odyssey and Borrower aided and abetted the purported breaches, in connection with the merger. The petition seeks equitable relief, including, among other things, to enjoin consummation of the merger, rescission of the Plan of Merger, and an award of all costs of the action, including reasonable attorneys’ fees.

7) On June 9, 2010, a lawsuit captioned Eric Hemminger, individually and on behalf of all others similarly situated, v. Richard Burnham, Robert Lefton, David Cross, David Steffy, John Carlyle, Paul Feldstein, Shawn Schabel, Robert Ortenzio, James Buncher, Odyssey HealthCare, Inc., Gentiva Health Services, Inc. and GTO Acquisition Corp. Case No. DC-10-06982, was filed in the District Court A-14^th Judicial Circuit in Dallas County, Texas against Odyssey, the members of Odyssey’s board of directors, Borrower, and

5.06 - 2 -

GTO Acquisition Corp. The lawsuit, brought by a plaintiff, who is a purported stockholder of Odyssey, both individually and on behalf of a putative class of stockholders, alleges that Odyssey’s board of directors breached its fiduciary duties, and that Odyssey and Gentiva aided and abetted the purported breaches, in connection with the merger. The petition seeks equitable relief, including, among other things, to enjoin consummation of the merger, rescission of the Plan of Merger, and an award of all costs of the action, including reasonable attorneys’ fees.

8) On July 2, 2010, a lawsuit captioned John O. Hansen, individually and on behalf of all others similarly situated, v. Odyssey HealthCare Inc., et. al., Case No. 3:10-cv-01305-G,U.C. was filed in the United States District Court for the Northern District of Texas against Odyssey, the members of Odyssey’s board of directors, Gentiva, and GTO Acquisition Corp. The lawsuit, brought by a plaintiff, who is a purported stockholder of Odyssey, both individually and on behalf of a putative class of stockholders, alleges that Odyssey’s board of directors breached its fiduciary duties, and that Odyssey and Gentiva aided and abetted the purported breaches, in connection with the merger. The petition seeks equitable relief, including, among other things, to enjoin consummation of the merger, rescission of the Plan of Merger, and an award of all costs of the action, including reasonable attorneys’ fees.

9) In a letter dated May 12, 2010, the United States Senate Finance Committee requested information from Borrower regarding its Medicare utilization rates for therapy visits. The letter was sent to all of the publicly traded home healthcare companies mentioned in a recent Wall Street Journal article that explored the relationship between the Centers for Medicare & Medicaid Services home health policies and the utilization rates of some health agencies. As part of the initial production of documents, on May 26, 2010 the Senate Finance Committee requested supplemental information relating to Borrower’s compliance program, policies and procedures and billing manuals. Borrower has responded to these requests. Given the preliminary stage of the proceedings, Borrower is unable to assess the probable outcome or potential liability, if any, arising from this matter.

10) In a letter dated July 13, 2010, the Securities and Exchange Commission (“Commission”) requested that Borrower preserve all documents between January 1, 2000 and the present that relate to the Borrower’s participation in the Medicare home health prospective payment system. On July 16, 2010, Borrower received a subpoena from the Commission requesting the production of documents. Borrower believes the investigation by the Commission is similar to the Commission’s ongoing investigations and the inquiry from the Senate Finance Committee previously mentioned. Borrower plans to comply with the subpoena and cooperate with the investigation. Given the preliminary stage of the proceedings, Borrower is unable to assess the probable outcome or potential liability, if any, arising from this matter.

See Schedule 5.20.

5.06 - 3 -

SCHEDULE 5.08(b)

EXISTING LIENS

GENTIVA HEALTH SERVICES, INC.

SECURED PARTY	FILING JURISDICTION	FILING TYPE	FILE NUMBER	FILE DATE	COLLATERAL
FORSYTHE MCARTHUR ASSOCIATES, INC.	NY	UCC-1 Financing Statement	124724 20082803128	6/27/2001 1/19/2006 (continuation)	Leased Equipment
IBM CREDIT LLC	DE Secretary of State	UCC-1 Financing Statement	20082262671	7/1/2008	Leased Equipment
NATIONAL CITY VENDOR FINANCE LLC	DE Secretary of State	UCC-1 Financing Statement	20083478581	10/15/2008	Leased Equipment
RICOH AMERICAS CORPORATION	DE Secretary of State	UCC-1 Financing Statement	20101492010	4/29/2010	Leased Equipment

ODYSSEY HEALTHCARE, INC.

SECURED PARTY	FILING JURISDICTION	FILING TYPE	FILE NUMBER	FILE DATE	COLLATERAL
BANC OF AMERICA LEASING & CAPITAL, LLC	DE Secretary of State	UCC-1 Financing Statement	20082803128	8/15/2008	Leased Equipment

5.08(b)

SECURED PARTY	FILING JURISDICTION	FILING TYPE	FILE NUMBER	FILE DATE	COLLATERAL
BANC OF AMERICA LEASING & CAPITAL, LLC	DE Secretary of State	UCC-1 Financing Statement	20083512827	10/17/2008	Leased Equipment
SUMNER GROUP INC.	DE Secretary of State	UCC-1 Financing Statement	05-0030961307	10/5/2005	Leased Equipment

HEALTHFIELD OPERATING GROUP, INC.

SECURED PARTY	FILING JURISDICTION	FILING TYPE	FILE NUMBER	FILE DATE	COLLATERAL
KEY EQUIPMENT FINANCE INC.	DE Secretary of State	UCC-1 Financing Statement	52322312	4/6/2010 11/09/2006 (continuation date)	Leased Equipment
POPULAR LEASING U.S.A., INC.	DE Secretary of State	UCC-1 Financing Statement	52434430	8/5/2005	Leased Equipment
GENERAL ELECTRIC CAPITAL CORPORATION	DE Secretary of State	UCC-1 Financing Statement	53680601	11/30/2005	Leased Equipment
POPULAR LEASING U.S.A., INC.	DE Secretary of State	UCC-1 Financing Statement	54035862	12/20/2005	Leased Equipment
POPULAR LEASING U.S.A., INC.	DE Secretary of State	UCC-1 Financing Statement	61977800	6/9/2006	Leased Equipment

5.08(b) - 2 -

GENTIVA HEALTH SERVICES (USA), INC.

SECURED PARTY	FILING JURISDICTION	FILING TYPE	FILE NUMBER	FILE DATE	COLLATERAL
CITICORP VENDOR FINANCE, INC.	DE Secretary of State	UCC-1 Financing Statement	20697221	2/27/2002 11/9/2006 (continuation date)	Leased Equipment
CITICORP VENDOR FINANCE, INC.	DE Secretary of State	UCC-1 Financing Statement	20697254	2/27/2002 11/09/2006 (continuation date)	Leased Equipment
CITICORP VENDOR FINANCE, INC.	DE Secretary of State	UCC-1 Financing Statement	20697288	2/27/2002 11/09/2006 (continuation date)	Leased Equipment
CITICORP VENDOR FINANCE, INC.	DE Secretary of State	UCC-1 Financing Statement	20697312	2/27/2002 11/09/2006 (continuation date)	Leased Equipment
HONEYWELL GLOBAL FINANCE LLC	DE Secretary of State	UCC-1 Financing Statement	20074113519	10/30/2007	Leased Equipment
HONEYWELL GLOBAL FINANCE LLC	DE Secretary of State	UCC-1 Financing Statement	20074186044	11/2/2007	Leased Equipment

VISTACARE, INC.

SECURED PARTY	FILING JURISDICTION	FILING TYPE	FILE NUMBER	FILE DATE	COLLATERAL
US EXPRESS LEASING, INC.	DE Secretary of State	UCC-1 Financing Statement	60770065	3/6/2006	Leased Equipment

5.08(b) - 3 -

SECURED PARTY	FILING JURISDICTION	FILING TYPE	FILE NUMBER	FILE DATE	COLLATERAL
US EXPRESS LEASING, INC.	DE Secretary of State	UCC-1 Financing Statement	64290938	12/8/2006	Leased Equipment
US EXPRESS LEASING, INC.	DE Secretary of State	UCC-1 Financing Statement	64451613	12/19/2006	Leased Equipment
US BANCORP	DE Secretary of State	UCC-1 Financing Statement	52286210	7/25/2005	Leased Equipment
US BANCORP	DE Secretary of State	UCC-1 Financing Statement	53501666	11/10/2005	Leased Equipment
US BANCORP	DE Secretary of State	UCC-1 Financing Statement	54037033	12/28/2005	Leased Equipment
US BANCORP	DE Secretary of State	UCC-1 Financing Statement	54067709	12/30/2005	Leased Equipment
US BANCORP	DE Secretary of State	UCC-1 Financing Statement	600965387	1/10/2006	Leased Equipment
US BANCORP	DE Secretary of State	UCC-1 Financing Statement	60590885	2/17/2006	Leased Equipment
US BANCORP	DE Secretary of State	UCC-1 Financing Statement	61394501	4/19/2006	Leased Equipment

5.08(b) - 4 -

ODYSSEY HEALTHCARE OF FLINT, INC. (successor in interest to Avalon Hospice)

SECURED PARTY	FILING JURISDICTION	FILING TYPE	FILE NUMBER	FILE DATE	COLLATERAL
GREAT AMERICA LEASING CORPORATION	MI Secretary of State	UCC-1 Financing Statement	2007132659-0	8/22/2007	Leased Equipment

5.08(b) - 5 -

SCHEDULE 5.08(c)

OWNED REAL PROPERTY

(Material Owned Real Property)

Entity of Record	Common Name and Address	County	Improvements Located on Real Property	Approximate Square Footage	Legal Description (if Encumbered by Mortgage and/or Fixture Filing)	Book Value & Fair Market Value
Odyssey HealthCare Fort Worth, LLC	6940 River Park Circle, Fort Worth, Texas 76116	Tarrant County, Texas	Yes	10,000 sf	See Schedule A to Mortgage and/or fixture filing encumbering this property	Book Value: $2,430,829.72 2006 Title Insurance Amount: $2,889,896.00
Wiregrass Hospice Care, Inc. (f/k/a WG Acquisition Corp.)	2740 Headland Avenue, Dothan, AL	Houston County, Alabama	Yes	Approx. 37,000 sf	See Schedule A to Mortgage and/or fixture filing encumbering this property.	$2.2 million
Odyssey HealthCare Detroit, LLC	25285 West Eleven Mile Road, Southfield, MI 48033	Oakland County, Michigan	Yes	10,000 sf	See Schedule A to Mortgage and/or fixture filing encumbering this property	Book Value: $2,555,942.42 Tax Assessment Value: $1,016,800

5.08(c)

SCHEDULE 5.08(d)(i)

MATERIAL LEASED REAL PROPERTY

Leased or Other Interests in Real Property with Annual Payments of $200,000 or Greater

Entity of Record	Common Name and Address	Landlord / Owner	Description of Lease or Other Documents Evidencing Interest/Purpose Use	Expiration Date of Lease	Approximate Square Footage	Annual Rent
Family Hospice, a Texas limited partnership	5639 Jefferson St. NE, Albuquerque, New Mexico 87109	The Tanger Company, a New Mexico general partnership and Montclaire, Ltd., a New Mexico limited partnership	Lease Documents: Office/Warehouse Building Lease Agreement dated September 12, 2005, as amended by First Amendment to Vista West Business Center Office/Warehouse Building Lease Agreement dated October 15, 2005 Purpose/Use: General office use and related purposes	December 31, 2010	13,043 SF	$201,514
Odyssey Healthcare Operating A, LP, d/b/a Odyssey Healthcare of Colorado Springs, a Delaware limited partnership	2102 University Park Blvd., Colorado Springs, El Paso County, Colorado 80918	Hospice Properties IV, L.L.C., an Arizona limited liability company	Lease Documents: Lease Agreement dated March 29, 2006 Purpose/Use: Hospice care inpatient facility and related office uses and any other lawful use	February 28, 2017	7,730 SF	$343,602
VistaCare, Inc.	2425 Williams Road, Columbus, Georgia 31909	Franciscan Woods	Lease Documents: Lease Agreement dated September 8, 2006 Purpose/Use: Establishment and operation of an inpatient hospice unit, together with appropriate office and administrative space and related uses	January 31, 2012	9,000 SF	$241,885

5.08(d)(i)

Entity of Record	Common Name and Address	Landlord / Owner	Description of Lease or Other Documents Evidencing Interest/Purpose Use	Expiration Date of Lease	Approximate Square Footage	Annual Rent
VistaCare USA, Inc., d/b/a Odyssey Healthcare of Columbus, a Delaware corporation	1087 Dennison Avenue, Columbus, Ohio 43210	Select Specialty Hospital – Columbus, Inc., a Delaware corporation	Lease Documents: Sublease Agreement dated February 17, 2009 Purpose/Use: Inpatient hospice unit	October 22, 2014	8,000 SF	$200,000
VistaCare, Inc., a Delaware corporation	101 N. Upper Broadway, Corpus Christi, Texas 78401	Trinity Towers Limited Partnership, a Tennessee limited partnership, d/b/a Trinity Towers	Lease Documents: Lease Agreement dated November 13, 2006 Purpose/Use: Inpatient hospice unit	April 25, 2012	9,152 SF	$240,000
Odyssey Healthcare, Inc. a Delaware corporation	717 North Harwood, Dallas, Texas 75201	Harwood Street Office Limited Partnership, a Delaware limited partnership	Lease Documents: Lease dated November 18, 1996, as amended by Amendment No. 1 to Lease dated March 4, 1998, as amended by Amendment No. 2 to Lease dated February 27, 2002, as amended by Amendment No. 3 to Lease dated May 1, 2003, as amended by Amendment No. 4 to Lease dated May 29, 2003, as amended by Amendment No. 5 to Lease dated September 30, 2005 Purpose/Use: General office	July 31, 2013	70,000 SF	$1,387,992

5.08(d)(i) - 2 -

Entity of Record	Common Name and Address	Landlord / Owner	Description of Lease or Other Documents Evidencing Interest/Purpose Use	Expiration Date of Lease	Approximate Square Footage	Annual Rent
Odyssey HealthCare Operating A, LP d/b/a Odyssey HealthCare of Georgia, a Delaware limited partnership	2362 Lawrenceville Hwy, Suite 200, Decatur, Georgia 30033	The Original Diamond Company, Inc., a Georgia corporation	Lease Documents: Commercial Lease Agreement (Triple Net Lease) dated December 7, 2004 Purpose/Use: Hospice care inpatient facility and office	May 26, 2017	11,392 SF	$263,238
Odyssey Healthcare of Flint, LLC, a Delaware limited liability company	2360 Stonebridge Drive Flint, Michigan 48532	Avalon Hospice, a Michigan nonprofit corporation	Lease Documents: Lease Agreement dated December 31, 2008 Purpose/Use: Hospice care inpatient facility and related office uses and any other lawful use	December 31, 2013	18,618 SF	$300,000
Odyssey Healthcare Operating A, LP d/b/a Odyssey HealthCare of Las Vegas	4011 S. McLeod, Las Vegas, Nevada 89121	Jacks Properties I, LLC, a Nevada limited liability company	Lease Documents: Medical Real Estate NNN Lease dated February 15, 2003, as amended by First Amendment to Lease dated July 31, 2007 Purpose/Use: Hospice care facility	February 14, 2015	27,000 SF, consisting of a 21,000 SF medical facility and a 6,000 office building	$667,980
Family Hospice, Ltd., a Texas limited partnership	1717 B Norfolk Avenue, 4th Floor, Lubbock, Texas 79416	Carillon, Inc., a Texas non- profit corporation	Lease Documents: Office Space Lease dated September 1, 2005 Purpose/Use: Office space and administrative purposes	April 30, 2011	12,500 SF	$415,200
Odyssey HealthCare Operating A, LP, a Delaware limited partnership, d/b/a Odyssey HealthCare of Phoenix1	6215 East Arbor Ave., Mesa, Arizona 85206	Hospice Properties, LLC, an Arizona limited liability company	Lease Documents: Lease Agreement dated November 1, 2007 Purpose/Use: Hospice care inpatient facility and related office uses and any other lawful use	March 31, 2015	5,720 SF	$236,079

5.08(d)(i) - 3 -

Entity of Record	Common Name and Address	Landlord / Owner	Description of Lease or Other Documents Evidencing Interest/Purpose Use	Expiration Date of Lease	Approximate Square Footage	Annual Rent
Odyssey HealthCare of Marion County, Inc., a Delaware corporation, d/b/a/ Odyssey HealthCare	6161 Blue Lagoon Drive, Suite 170, Miami, Florida 33126	Metropolitan Life Insurance Company, a New York corporation	Lease Documents: Lease dated March 23, 2009, as assigned pursuant to Assignment of Lease dated November 1, 2009 Purpose/Use: General office use	August 31, 2016	9,954 SF	$248,850
Odyssey HealthCare Operating A, LP d.b.a Odyssey HealthCare of Palm Springs	74350 Country Club Drive, Palm Desert, California 92260-1608	ManorCare Health Services, Inc., d/b/a ManorCare Health Services – Palm Desert	Lease Documents: Hospice Unit Agreement dated April 7, 2006, as amended by Amendment to Hospice Unit Agreement dated April 26, 2008 Purpose/Use: Operation of a hospice unit	April 6, 2011, automatically renewing for successive one-year terms unless sooner terminated	Square feet not specified; Premises described as rooms 501-514, consisting of 22 beds, a family room, shower room, private courtyard and a portion of the adjacent nursing station	$898,380
Odyssey HealthCare Operating A, LP, a Delaware limited partnership, d/b/a Odyssey HealthCare of Phoenix	8977 West Athens Street, Peoria, Arizona 85382	Hospice Properties III, LLC, an Arizona limited liability company	Lease Documents: Lease Agreement dated November 1, 2007 Purpose/Use: Hospice care inpatient facility and related office uses and any other lawful use	January 31, 2016	5,720 SF	$228,425

¹  Tenant has Right of First Refusal.

5.08(d)(i) - 4 -

Entity of Record	Common Name and Address	Landlord / Owner	Description of Lease or Other Documents Evidencing Interest/Purpose Use	Expiration Date of Lease	Approximate Square Footage	Annual Rent
Odyssey HealthCare Operating A, LP, d/b/a Odyssey HealthCare of North Texas, a Delaware limited partnership	3800 II W. 15th Street, Plano, Texas 75075	McCreek Medical, Ltd., a Texas limited liability company	Lease Documents; Lease Agreement (Office) dated April 27, 2006, as amended by First Amendment to Lease February [blank], 2007 Purpose/Use: Hospice facility and/or healthcare related administrative offices	December 9, 2014	10,339 SF	$237,797
VistaCare, Inc., a Delaware corporation	4242 Woodcock Drive, San Antonio, Texas 78228	AP-Knight, LP, a Delaware limited partnership	Lease Documents: Office Building Lease dated July 26, 2004 Purpose/Use: General office purposes directly related to Tenant’s business as a home hospice provider	January 31, 2011	14,489 SF	$393,826.02
Odyssey Healthcare, Inc., a Delaware corporation	9444 Balboa Avenue, San Diego, California	Property LS OB One Corporation, an Oregon corporation	Lease Documents: Office Lease dated June [blank], 2000, as amended by First Amendment to Office Lease dated September 1, 2003, as amended by Second Amendment to Office Lease dated December 21, 2005, as amended by Third Amendment dated September 5, 2008 Purpose/Use: General office purposes	January 31, 2011	6,840 SF	$212,505
Odyssey HealthCare Operating A, LP, a Delaware limited partnership, d/b/a Odyssey HealthCare of Tucson	750 East Foothills Drive, Tucson, Arizona 85718	Hospice Properties II, LLC, an Arizona limited liability company	Lease Documents: Lease Agreement dated November 1, 2007 Purpose/Use: Hospice care inpatient facility and related office uses and any other lawful use	January 31, 2016	5,720 SF	$240,537

5.08(d)(i) - 5 -

Entity of Record	Common Name and Address	Landlord / Owner	Description of Lease or Other Documents Evidencing Interest/Purpose Use	Expiration Date of Lease	Approximate Square Footage	Annual Rent
Odyssey HealthCare Operating A, LP, a Delaware limited partnership, d/b/a Odyssey HealthCare of Tucson	5210 E. Williams Circle, Tucson, Arizona 85711.	WC Partners, an Arizona general partnership	Lease Documents: Office Building Lease dated June 13, 2008 Purpose/Use: General office use	August 31, 2015	12,352 SF	$324,101
Odyssey HealthCare Operating A, LP, a Delaware limited partnership, d/b/a Odyssey Healthcare of San Antonio	4440 Piedras Drive South 125, San Antonio, Texas 78228	Brass Centerview Holdings, LLC	Lease Documents: Office Building Lease, dated March 31, 2008 Purpose/Use: General Administrative Office Use	July 31, 2015	11,076 SF	$192,800
Family Hospice Ltd.	601 Dr. MLK Avenue, Albuquerque, NM	Lovelace Sandia Health System, Inc.	Lease Documents: Office Building Lease Purpose/Use: General office use	August 30, 2010	7,859 SF	$208,276
Family Hospice, Ltd. d/b/a VistaCare	303 Lantern Bend Drive, Houston, Texas 77090	ARC Cypress Station, L.P. d/b/a The Hampton Cypress Station	Lease Documents Assisted Living Facility Inpatient Lease Agreement, dated October ___, 2009 Purpose/Use: Establishment and operation of an 11-15 bed inpatient hospice unit	Unknown	8,500 SF	$228,000
Van Winkle Home Health Care, Inc.	106 Riverview Drive, Flowood, Rankin County, Mississippi	Regent Real Estate Holdings, LLC	Lease Documents: Office Building Lease Agreement, dated July 14, 2006 Purpose/Use: Home Health and Hospice office use and related purposes	June 30, 2016	Approx. 18,000 SF	$404,280

5.08(d)(i) - 6 -

Entity of Record	Common Name and Address	Landlord / Owner	Description of Lease or Other Documents Evidencing Interest/Purpose Use	Expiration Date of Lease	Approximate Square Footage	Annual Rent
Wiregrass Hospice of South Carolina, LLC	676 Wando Park Blvd., Mount Pleasant, Charleston County, SC 29464-7936	Hospice of Charleston, Inc.	Lease Documents: Lease Agreement, dated August 1, 2008 Purpose/Use: Hospice inpatient unit and related office uses and any other lawful use	July 31, 2018	Approx. 16,000 SF	$420,000
Mid-South Home Health Agency, Inc.	2200 Riverchase Center, Building 700, Suite 700, Birmingham, Shelby County, AL 35244-2915	Colonial Realty Limited Partnership	Lease Documents: Lease Agreement dated July 20, 2004 Purpose/Use: Home Health and DME office uses and any other lawful use	July 31, 2011	Approx. 22,000 SF	$248,701
Healthfield, Inc. for the benefit of Healthfield Hospice Services, Inc.	1395 S. Marietta Pkwy., Suite 902, Marietta, Cobb County, GA 30067-7830	LA/GA Business Centers, Inc.	Lease Documents: Lease Agreement, dated November 15, 2004 Sublease Agreement not yet executed by Lincare Purpose/Use: Home Health Hospice and DME Office uses and any other lawful use	March 31, 2015	Approx. 27,000 SF	$255,251
Gentiva Health Services, Inc.	12900 Foster Street Overland Park, Johnson County, KS	Normandin Family Partners	Lease Documents: Office Lease Agreement, as amended, dated August 31, 2005 Purpose/Use: Office uses and any other lawful use	February 28, 2013	Approx. 53,000 sf	$1,019,595

5.08(d)(i) - 7 -

Entity of Record	Common Name and Address	Landlord / Owner	Description of Lease or Other Documents Evidencing Interest/Purpose Use	Expiration Date of Lease	Approximate Square Footage	Annual Rent
Gentiva Health Services, Inc.	3903 Northdale, Tampa, Hillsborough County, FL	Northdale Plaza, LLC	Lease Documents: Lease Agreement, dated November 15, 2003, as amended by that First Amendment, dated April 16, 2004, as amended by that Second Amendment, dated October 1, 2004, as amended by that certain Third Amendment, dated May 31, 2006, as amended by that certain Fourth Amendment, dated August 9, 2006, as amended by that certain Fifth Amendment, dated August 1, 2006 Purpose/Use: Financial Services and related office uses and any other lawful use	April 30, 2012	Approx. 66,000 SF	$1,201,769
Healthfield Operating Group, Inc.	3350 Riverwood Parkway, Suite 1400, Atlanta, Cobb County, GA 30339	Riverwood 100 VAF, LLC	Lease Documents: Office Building Lease Agreement, as amended, dated March 23, 2005 Purpose/Use: Office uses and any other lawful use (Corporate office)	July 31, 2012	Approx. 53,000 SF	$1,262,271

5.08(d)(i) - 8 -

Entity of Record	Common Name and Address	Landlord / Owner	Description of Lease or Other Documents Evidencing Interest/Purpose Use	Expiration Date of Lease	Approximate Square Footage	Annual Rent
Gentiva Health Services, Inc.	3 Huntington Quadrangle, Suite 200S, Melville, NY 11747-4627	Flatbrick, LLC	Lease Documents: Agreement of Lease, as amended, dated July 7, 2000, as amended by that First Amendment, dated November 14, 2000 Sublease, dated January 8, 2003 and expiring August 31, 2010 Purpose/Use: Office uses and any other lawful use (former corporate office; will be vacated in August 2010)	August 31, 2010	Approx. 50,000 SF	$1,533,260
Gentiva Health Services, Inc.	711 E. Missouri, Phoenix, Maricopa County, AZ	Presson Advisory, L.L.C.	Lease Documents: Lease Agreement, as amended Purpose/Use: Financial Services and related office uses and any other lawful use	November 30, 2012	Approx. 39,000 SF	$780,505
Wiregrass Hospice, LLC for the benefit of Healthfield Hospice Services, Inc.	34 Upper Riverdale Road, Suite 101, Riverdale, Clayton County, GA 30274-2635	Southern Crescent Group, LLC	Lease Documents: Lease Agreement and Addendum, dated August 21, 2006 TO BE VACATED August 2010 Purpose/Use: Inpatient uses and any other lawful use	August 31, 2010	Approx. 8,600 SF	$218,838

5.08(d)(i) - 9 -

Entity of Record	Common Name and Address	Landlord / Owner	Description of Lease or Other Documents Evidencing Interest/Purpose Use	Expiration Date of Lease	Approximate Square Footage	Annual Rent
Mid-South Home Health Agency, Inc.	Lease Address states 4520 Exec Park Drive, C100 A, Montgomery, AL (Actual street address is: 2511 Fairlane Drive, Montgomery, Montgomery County, AL 36116)	Montgomery Office Buildings, LLC	Lease Documents: Lease Agreement, dated August 16, 2005 Purpose/Use: Home Health and DME and related office uses and any other lawful use	August 31, 2012	Approx. 15,000 SF	$245,800
Gentiva Certified Healthcare Corp., Gentiva Health Services (USA), Inc. and Gentiva Health Services, (Quantum) Corp.	505 E. Capovilla Ave., Las Vegas, NV	McCarran Center LC	Lease Documents: Lease Agreement and 7 amendments Purpose/Use: Home Health and related office use and any other lawful use.	December 25, 2010	Approx. 11,000 sq ft.	$206,612

5.08(d)(i) - 10 -

SCHEDULE 5.08(d)(ii)

MATERIAL SUBLEASED REAL PROPERTY

Entity of Record	Common Name and Address	Landlord / Owner	Description of Lease or Other Documents Evidencing Interest	Expiration Date of Lease	County	Annual Rent
SBH Colorado	2102 University Park Boulevard, Colorado Springs, Colorado 80918	Odyssey Healthcare Operating A, LP	Lease Documents: Sublease, dated December 1, 2008	5/30/2012	El Paso County	$147,982
TNT USA, Inc.	3 Huntington Quadrangle, Suite 200S, Melville, NY.	Gentiva Health Services, Inc.	Lease Documents: Sublease, dated January 8, 2003	8/31/2010	Suffolk County	$591,488
Andventure, Inc.	711 E. Missouri, Phoenix, AZ	Gentiva Health Services, Inc.	Lease Documents: Sublease, dated March 14, 2009	11/29/2012	Maricopa County	$131,988
Lincare, Inc.	2740 Headland Avenue, Dothan, AL.	Gentiva Health Services, Inc	Lease Documents: Lease, dated as of January, 2010	12/31/10	Houston County	$60,610
Lincare, Inc.	2200 Riverchase Center, Building 700, Suite 700, Birmingham, AL 35244-2915	Mid-South Home Health Agency, Inc.	Lease Documents: Sublease, dated as of February 1, 2010	1/31/11	Shelby County	$219,538
Lincare, Inc.	1395 S. Marietta Pkwy., Suite 902, Marietta, GA 30067-7830	Healthfield, Inc.	Lease Documents: Sublease, dated as of February 1, 2010	3/31/15	Cobb County	$109,108
Lincare, Inc.	2511 Fairlane Drive, Suite 100, Montgomery, AL 36116	Mid-South Home Health Agency, Inc.	Lease Documents: Sublease, dated as of February 2, 2010	August 31, 2012	Montgomery County	$37,848

5.08(d)(ii)

SCHEDULE 5.08(e)

EXISTING INVESTMENTS

(a) Equity Interests of Companies and Subsidiaries

Entity	Record Owner	Certificate No.	No. Shares/Interest
Odyssey HealthCare of South Texas, LLC	Odyssey HealthCare Operating B, LP	N/A	N/A
Odyssey HealthCare of Augusta, LLC	Odyssey HealthCare Operating B, LP	N/A	60
Odyssey HealthCare of Kansas City, LLC	Odyssey HealthCare Operating B, LP	N/A	N/A
Odyssey HealthCare of Savannah, LLC	Odyssey HealthCare Operating B, LP	N/A	121

(b) Other Equity Interests

Entity	Record Owner	Certificate No.	No. Shares
CareCentrix Holdings Inc.	Gentiva Health Services Holding Corp.	23 6 PS-13	260,000 Common 2,340,000 Common 234,000 Preferred

(c) Promissory Notes

Entity	Principal Amount		Date of Issuance		Interest Rate			Maturity Date
CareCentrix, Inc. issued note to Gentiva Health Services Holding Corp.	$	25,000,000		09/25/2008		10.0	%		3/25/2014

5.08(e)

SCHEDULE 5.11

TAXES

Audit - State of Indiana — Two tax audits underway by the same auditor for the Indiana Department of Revenue for two separate Odyssey entities – Odyssey HealthCare Operating A, LP and Vistacare USA, Inc. The Vistacare USA, Inc. audit covers sales & use tax for 2005-2007 and income tax years 2006-2008. The Odyssey HealthCare Operating A, LP audit covers sales & use tax for 2007-2009 and income tax years 2006-2008.

5.11

SCHEDULE 5.12(d)

PENSION PLANS

None.

5.12(d)

SCHEDULE 5.13

SUBSIDIARIES; EQUITY INTERESTS; LOAN PARTIES

Part A - Equity Interests in Subsidiaries.

Current Legal Entities Owned	Record Owner	Certificate No.	No. Shares/Interest
Gentiva Certified Healthcare Corp.	Gentiva Health Services Holding Corp.	2	100
Gentiva Health Services (Certified), Inc.	Gentiva Health Services Holding Corp.	7	1,000
Gentiva Health Services Holding Corp.	Gentiva Health Services, Inc.	3	100
Gentiva Health Services (USA) Inc.	Gentiva Health Services Holding Corp.	4	1,000
Gentiva Services of New York, Inc.	Gentiva Health Services Holding Corp.	1	1,000
New York Healthcare Services, Inc.	Gentiva Health Services Holding Corp.	3	100
OHS Service Corp.	Gentiva Health Services Holding Corp.	2	100
QC-Medi New York, Inc.	Gentiva Health Services Holding Corp.	3	100
Quality Care - USA, Inc.	Gentiva Health Services Holding Corp.	3	10
Quality Managed Care, Inc.	Gentiva Health Services Holding Corp.	1	1,000
The Healthfield Group, Inc.	Gentiva Health Services, Inc.	1	1,000
Healthfield Operating Group, Inc.	The Healthfield Group, Inc.	1	1,000 Common
Healthfield Operating Group, Inc.	The Healthfield Group, Inc.	A-1	1,000 Series A
Healthfield, Inc.	Healthfield Operating Group, Inc.	17	1,000
Chattahoochee Valley Home Care Services, Inc.	Healthfield, Inc.	5	400

5.13

Current Legal Entities Owned	Record Owner	Certificate No.	No. Shares/Interest
Chattahoochee Valley Home Health, Inc.	Chattahoochee Valley Home Care Services, Inc.	3	1,000
CHMG Acquisition Corp.	Healthfield, Inc.	1	100
Capital Health Management Group, Inc.	CHMG Acquisition Corp.	8	10,526,316
Access Home Health of Florida, Inc.	Capital Health Management Group, Inc.	2	100
Capital CareResources, Inc.	Capital Health Management Group, Inc.	C-100	10,000
Capital CareResources of South Carolina, Inc.	Capital Health Management Group, Inc.	C-100	10,000
CHMG of Atlanta, Inc.	Capital Health Management Group, Inc.	C-100	10,000
CHMG of Griffin, Inc.	Capital Health Management Group, Inc.	C-100	10,000
Eastern Carolina Home Health Agency, Inc.	Capital Health Management Group, Inc.	A10	1,425 Class A
Eastern Carolina Home Health Agency, Inc.	Capital Health Management Group, Inc.	B13	1,425 Class B
Home Health Care of Carteret County, Inc.	Capital Health Management Group, Inc.	A26	1,425 Class A
Home Health Care of Carteret County, Inc.	Capital Health Management Group, Inc.	B31	1,425 Class B
Tar Heel Health Care Services, Inc.	Capital Health Management Group, Inc.	A29	1,425 Class A
Tar Heel Health Care Services, Inc.	Capital Health Management Group, Inc.	B34	1,425 Class B
Tar Heel Staffing, Inc.	Capital Health Management Group, Inc.	C-100	10,000
Healthfield Home Health, Inc.	Healthfield, Inc.	3	1,000
Healthfield Hospice Services, Inc.	Healthfield, Inc.	1	100
Healthfield of Southwest Georgia, Inc.	Healthfield, Inc.	2	1,000

5.13 - 2 -

Current Legal Entities Owned	Record Owner	Certificate No.	No. Shares/Interest
Healthfield of Statesboro, Inc.	Healthfield, Inc.	1	100
Healthfield of Tennessee, Inc.	Healthfield, Inc.	1	100
Mid-South Home Care Services, Inc.	Healthfield, Inc.	2	1,000
Mid-South Home Health Agency, Inc.	Healthfield, Inc.	7	9,999
Mid-South Home Health Agency, Inc.	Healthfield, Inc.	8	1,765
Mid-South Home Health of Gadsden, Inc.	Healthfield, Inc.	2	100
Total Care Home Health of Louisburg, Inc.	Healthfield, Inc.	1	100
Total Care Home Health of North Carolina, Inc.	Healthfield, Inc.	2	100
Total Care Home Health of South Carolina, Inc.	Healthfield, Inc.	2	100
Total Care Services, Inc.	Healthfield, Inc.	1	100
Wiregrass Hospice Care, Inc.	Healthfield, Inc.	2	100
Gentiva Rehab Without Walls, LLC	Gentiva Health Services (USA) Inc.	N/A	N/A
Horizon Health Network LLC	Wiregrass Hospice Care, Inc.	3	N/A
Mid-South Home Health Agency, LLC	Horizon Health Network LLC	2	N/A
Mid-South Home Care Services, LLC	Horizon Health Network LLC	2	N/A
Wiregrass Hospice LLC	Horizon Health Network LLC	1	N/A
Wiregrass Hospice of South Carolina, LLC	Horizon Health Network LLC	N/A	N/A
PHHC Acquisition Corp.	Gentiva Certified Healthcare Corp.	1	100
Home Health Care Affiliates of Mississippi, Inc.	Gentiva Certified Healthcare Corp.	4 5 6	333 333 333
Home Health Care Affiliates, Inc.	Gentiva Certified Healthcare Corp.	5 6 7	333 333 333
Gilbert’s Home Health Agency, Inc.	Home Health Care Affiliates, Inc.	2	100,000

5.13 - 3 -

Current Legal Entities Owned	Record Owner	Certificate No.	No. Shares/Interest
Home Health Care Affiliates of Central Mississippi, L.L.C.	Gentiva Certified Healthcare Corp.	N/A	N/A
Gilbert’s Hospice Care of Mississippi, LLC	Gentiva Certified Healthcare Corp.	N/A	N/A
Van Winkle Home Health Care, Inc.	Home Health Care Affiliates, Inc.	1	100,000
Gilbert’s Hospice Care, LLC	Gentiva Certified Healthcare Corp.	N/A	N/A
Current Legal Entities Owned	Record Owner	Certificate No.	No. Shares/Interest
Odyssey HealthCare, Inc.	Gentiva Health Services, Inc.	1-A	1,000
Odyssey HealthCare Holding Company	Odyssey Healthcare, Inc.	001	1,000
Odyssey HealthCare GP, LLC	Odyssey HealthCare Holding Company	N/A	N/A
Odyssey HealthCare LP, LLC	Odyssey HealthCare Holding Company	N/A	N/A
Odyssey HealthCare Operating A, LP	Odyssey HealthCare GP, LLC	N/A	N/A
Odyssey HealthCare Management, LP	Odyssey HealthCare GP, LLC	N/A	N/A
Odyssey HealthCare Operating B, LP	Odyssey HealthCare GP, LLC	N/A	N/A
Odyssey HealthCare Operating A, LP	Odyssey HealthCare LP, LLC	N/A	N/A
Odyssey HealthCare Management, LP	Odyssey HealthCare LP, LLC	N/A	N/A

5.13 - 4 -

Current Legal Entities Owned	Record Owner	Certificate No.	No. Shares/Interest
Odyssey HealthCare Operating B, LP	Odyssey HealthCare LP, LLC	N/A	N/A
Odyssey HealthCare of South Texas, LLC	Odyssey HealthCare Operating B, LP	N/A	N/A
Odyssey HealthCare Fort Worth, LLC	Odyssey HealthCare Operating B, LP	N/A	N/A
Odyssey HealthCare Detroit, LLC	Odyssey HealthCare Operating B, LP	N/A	N/A
Odyssey HealthCare Austin, LLC	Odyssey HealthCare Operating B, LP	N/A	N/A
Odyssey HealthCare of Augusta, LLC	Odyssey HealthCare Operating B, LP	N/A	60
Odyssey HealthCare of Kansas City, LLC	Odyssey HealthCare Operating B, LP	N/A	N/A
Odyssey HealthCare of St. Louis, LLC	Odyssey HealthCare Operating B, LP	N/A	N/A
VistaCare of Boston, LLC	Odyssey HealthCare Operating B, LP	N/A	N/A
Odyssey HealthCare of Flint, LLC	Odyssey HealthCare Operating B, LP	N/A	N/A
Odyssey HealthCare of Collier County, Inc.	Odyssey HealthCare Operating B, LP	1	1,000
Odyssey HealthCare of Manatee County, Inc.	Odyssey HealthCare Operating B, LP	1	1,000
Odyssey HealthCare of Northwest Florida, Inc.	Odyssey HealthCare Operating B, LP	1	1,000

5.13 - 5 -

Current Legal Entities Owned	Record Owner	Certificate No.	No. Shares/Interest
Odyssey HealthCare of Savannah, LLC	Odyssey HealthCare Operating B, LP	N/A	121
Odyssey HealthCare of Hillsborough County, Inc.	Odyssey HealthCare Operating B, LP	1	1,000
Odyssey HealthCare of Marion County, Inc.	Odyssey HealthCare Operating B, LP	1	1,000
Odyssey HealthCare of Pinellas County, Inc.	Odyssey HealthCare Operating B, LP	1	1,000
VistaCare, Inc.	Odyssey Healthcare Holding Company	1	1,000
Vista Hospice Care, Inc.	VistaCare, Inc.	2	100
FHI Health Systems, Inc.	VistaCare, Inc.	2	100
CareNation, Inc.	VistaCare, Inc.	2	100
VistaCare USA, Inc.	Vista Hospice Care, Inc.	2	100
FHI GP, Inc.	FHI Health Systems, Inc.	2	1,000
FHI LP, Inc.	FHI Health Systems, Inc.	2	1,000
Family Hospice, Ltd.	FHI GP, Inc.	N/A	N/A
Family Hospice, Ltd.	FHI LP, Inc.	N/A	N/A
FHI Management, Ltd.	FHI GP, Inc.	N/A	N/A
FHI Management, Ltd.	FHI LP, Inc.	N/A	N/A

Part (b) Equity Interests in other parties.

Current Legal Entities Owned	Record Owner	Certificate No.	No. Shares/Interest
CareCentrix Holdings Inc.	Gentiva Health Services Holding Corp.	23 6 PS-13	260,000 Common 2,340,000 Common 234,000 Preferred

5.13 - 6 -

Part (d) Loan Parties

Company	Chief Executive Office Address	Jurisdiction	Federal Taxpayer Identification Number
Odyssey Healthcare, Inc.	717 N. Harwood, Suite 1500, Dallas, Texas 75201	Delaware	43-1723043
Odyssey HealthCare Holding Company	717 N. Harwood, Suite 1500, Dallas, Texas 75201	Delaware	75-2925311
Odyssey HealthCare GP, LLC	717 N. Harwood, Suite 1500, Dallas, Texas 75201	Delaware	75-2932676
Odyssey HealthCare LP, LLC	4011-A McLeod Drive, Las Vegas, NV 89121	Delaware	74-2998154
Odyssey HealthCare Operating A, LP	717 N. Harwood, Suite 1500, Dallas, Texas 75201	Delaware	75-2752908
Odyssey HealthCare Management, LP	717 N. Harwood, Suite 1500, Dallas, Texas 75201	Delaware	75-2923658
Odyssey HealthCare Operating B, LP	717 N. Harwood, Suite 1500, Dallas, Texas 75201	Delaware	75-2937832
Odyssey HealthCare Fort Worth, LLC	717 N. Harwood, Suite 1500, Dallas, Texas 75201	Delaware	Disregarded
Odyssey HealthCare Detroit, LLC	717 N. Harwood, Suite 1500, Dallas, Texas 75201	Delaware	Disregarded
Odyssey HealthCare Austin, LLC	717 N. Harwood, Suite 1500, Dallas, Texas 75201	Delaware	Disregarded
Odyssey HealthCare of St. Louis, LLC	717 N. Harwood, Suite 1500, Dallas, Texas 75201	Delaware	26-1174571
VistaCare of Boston, LLC	717 N. Harwood, Suite 1500, Dallas, Texas 75201	Delaware	26-1544595
Odyssey HealthCare of Flint, LLC	717 N. Harwood, Suite 1500, Dallas, Texas 75201	Delaware	26-3920362
Odyssey HealthCare of Collier County, Inc.	717 N. Harwood, Suite 1500, Dallas, Texas 75201	Delaware	87-0785005
Odyssey HealthCare of Manatee County, Inc.	717 N. Harwood, Suite 1500, Dallas, Texas 75201	Delaware	87-0785007
Odyssey HealthCare of Northwest Florida, Inc.	717 N. Harwood, Suite 1500, Dallas, Texas 75201	Delaware	87-0784932

5.13 - 7 -

Company	Chief Executive Office Address	Jurisdiction	Federal Taxpayer Identification Number
Odyssey HealthCare of Hillsborough County, Inc.	717 N. Harwood, Suite 1500, Dallas, Texas 75201	Delaware	75-3238729
Odyssey HealthCare of Marion County, Inc.	717 N. Harwood, Suite 1500, Dallas, Texas 75201	Delaware	75-3238731
Odyssey HealthCare of Pinellas County, Inc.	717 N. Harwood, Suite 1500, Dallas, Texas 75201	Delaware	75-3238725
VistaCare, Inc.	717 N. Harwood, Suite 1500, Dallas, Texas 75201	Delaware	06-1521534
Vista Hospice Care, Inc.	717 N. Harwood, Suite 1500, Dallas, Texas 75201	Delaware	86-0808230
FHI Health Systems, Inc.	717 N. Harwood, Suite 1500, Dallas, Texas 75201	Delaware	75-2588219
CareNation, Inc.	717 N. Harwood, Suite 1500, Dallas, Texas 75201	Delaware	06-1607606
VistaCare USA, Inc.	717 N. Harwood, Suite 1500, Dallas, Texas 75201	Delaware	86-0914505
FHI GP, Inc.	717 N. Harwood, Suite 1500, Dallas, Texas 75201	Texas	75-2588220
FHI LP, Inc.	717 N. Harwood, Suite 1500, Dallas, Texas 75201	Nevada	88-0335145
Family Hospice, Ltd.	717 N. Harwood, Suite 1500, Dallas, Texas 75201	Texas	75-2588221
FHI Management, Ltd.	717 N. Harwood, Suite 1500, Dallas, Texas 75201	Texas	75-2588222

Company	Chief Executive Office Address	Jurisdiction	Federal Taxpayer Identification Number
Gentiva Health Services, Inc.	3350 Riverwood Parkway, Suite 1400, Atlanta, GA 30339	Delaware	36-4335801
Gentiva Certified Healthcare Corp.	3350 Riverwood Parkway, Suite 1400, Atlanta, GA 30339	Delaware	11-2645333
Gentiva Health Services (Certified), Inc.	3350 Riverwood Parkway, Suite 1400, Atlanta, GA 30339	Delaware	11-3454105
Gentiva Health Services Holding Corp.	3350 Riverwood Parkway, Suite 1400, Atlanta, GA 30339	Delaware	11-3454104
Gentiva Health Services (USA) Inc.	3350 Riverwood Parkway, Suite 1400, Atlanta, GA 30339	Delaware	11-3414024
Gentiva Rehab Without Walls, LLC	3350 Riverwood Parkway, Suite 1400, Atlanta, GA 30339	Delaware	06-1725406

5.13 - 8 -

Company	Chief Executive Office Address	Jurisdiction	Federal Taxpayer Identification Number
Gentiva Services of New York, Inc.	3350 Riverwood Parkway, Suite 1400, Atlanta, GA 30339	New York	11-2802024
New York Healthcare Services, Inc.	3350 Riverwood Parkway, Suite 1400, Atlanta, GA 30339	New York	22-2695367
OHS Service Corp.	3350 Riverwood Parkway, Suite 1400, Atlanta, GA 30339	Texas	22-3690699
QC-Medi New York, Inc.	3350 Riverwood Parkway, Suite 1400, Atlanta, GA 30339	New York	11-2750425
Quality Care - USA, Inc.	3350 Riverwood Parkway, Suite 1400, Atlanta, GA 30339	New York	11-2256479
Quality Managed Care, Inc.	3350 Riverwood Parkway, Suite 1400, Atlanta, GA 30339	Delaware	48-1095443
The Healthfield Group, Inc.	3350 Riverwood Parkway, Suite 1400, Atlanta, GA 30339	Delaware	43-2068039
Healthfield Operating Group, Inc.	3350 Riverwood Parkway, Suite 1400, Atlanta, GA 30339	Delaware	36-4425473
Healthfield, Inc.	3350 Riverwood Parkway, Suite 1400, Atlanta, GA 30339	Delaware	58-1819650
Chattahoochee Valley Home Care Services, Inc.	3350 Riverwood Parkway, Suite 1400, Atlanta, GA 30339	Georgia	03-0387821
Chattahoochee Valley Home Health, Inc.	3350 Riverwood Parkway, Suite 1400, Atlanta, GA 30339	Georgia	34-1994007
CHMG Acquisition Corp.	3350 Riverwood Parkway, Suite 1400, Atlanta, GA 30339	Georgia	04-3813487
Capital Health Management Group, Inc.	3350 Riverwood Parkway, Suite 1400, Atlanta, GA 30339	Georgia	58-2313705
Access Home Health of Florida, Inc.	3350 Riverwood Parkway, Suite 1400, Atlanta, GA 30339	Delaware	06-1451363
Capital CareResources, Inc.	3350 Riverwood Parkway, Suite 1400, Atlanta, GA 30339	Georgia	58-2411159
Capital CareResources of South Carolina, Inc.	3350 Riverwood Parkway, Suite 1400, Atlanta, GA 30339	Georgia	56-2102603
CHMG of Atlanta, Inc.	3350 Riverwood Parkway, Suite 1400, Atlanta, GA 30339	Georgia	54-2089073
CHMG of Griffin, Inc.	3350 Riverwood Parkway, Suite 1400, Atlanta, GA 30339	Georgia	54-2089075
Eastern Carolina Home Health Agency, Inc.	3350 Riverwood Parkway, Suite 1400, Atlanta, GA 30339	North Carolina	56-1590744
Home Health Care of Carteret County, Inc.	3350 Riverwood Parkway, Suite 1400, Atlanta, GA 30339	North Carolina	56-1556547
Tar Heel Health Care Services, Inc.	3350 Riverwood Parkway, Suite 1400, Atlanta, GA 30339	North Carolina	56-1456991
Tar Heel Staffing, Inc.	3350 Riverwood Parkway, Suite 1400, Atlanta, GA 30339	Georgia	05-0537926
Healthfield Home Health, Inc.	3350 Riverwood Parkway, Suite 1400, Atlanta, GA 30339	Georgia	58-1947694
Healthfield Hospice Services, Inc.	3350 Riverwood Parkway, Suite 1400, Atlanta, GA 30339	Georgia	58-2284736

5.13 - 9 -

Company	Chief Executive Office Address	Jurisdiction	Federal Taxpayer Identification Number
Healthfield of Southwest Georgia, Inc.	3350 Riverwood Parkway, Suite 1400, Atlanta, GA 30339	Georgia	27-0131980
Healthfield of Statesboro, Inc.	3350 Riverwood Parkway, Suite 1400, Atlanta, GA 30339	Georgia	68-0593590
Healthfield of Tennessee, Inc.	3350 Riverwood Parkway, Suite 1400, Atlanta, GA 30339	Georgia	01-0831798
Mid-South Home Care Services, Inc.	3350 Riverwood Parkway, Suite 1400, Atlanta, GA 30339	Georgia	58-1984959
Mid-South Home Health Agency, Inc.	3350 Riverwood Parkway, Suite 1400, Atlanta, GA 30339	Delaware	63-0772385
Mid-South Home Health of Gadsden, Inc.	3350 Riverwood Parkway, Suite 1400, Atlanta, GA 30339	Georgia	14-1909499
Total Care Home Health of Louisburg, Inc.	3350 Riverwood Parkway, Suite 1400, Atlanta, GA 30339	Georgia	68-0593592
Total Care Home Health of North Carolina, Inc.	3350 Riverwood Parkway, Suite 1400, Atlanta, GA 30339	Georgia	20-0091435
Total Care Home Health of South Carolina, Inc.	3350 Riverwood Parkway, Suite 1400, Atlanta, GA 30339	Georgia	20-0091422
Total Care Services, Inc.	3350 Riverwood Parkway, Suite 1400, Atlanta, GA 30339	Georgia	86-1095990
Wiregrass Hospice Care, Inc.	3350 Riverwood Parkway, Suite 1400, Atlanta, GA 30339	Georgia	20-0296636
Horizon Health Network LLC	3350 Riverwood Parkway, Suite 1400, Atlanta, GA 30339	Alabama	33-1017853
Mid-South Home Health Agency, LLC	3350 Riverwood Parkway, Suite 1400, Atlanta, GA 30339	Alabama	82-0559199
Mid-South Home Care Services, LLC	3350 Riverwood Parkway, Suite 1400, Atlanta, GA 30339	Alabama	82-0559231
Wiregrass Hospice LLC	3350 Riverwood Parkway, Suite 1400, Atlanta, GA 30339	Alabama	82-0559182
Wiregrass Hospice of South Carolina, LLC	3350 Riverwood Parkway, Suite 1400, Atlanta, GA 30339	Georgia	34-2053721
PHHC Acquisition Corp.	3350 Riverwood Parkway, Suite 1400, Atlanta, GA 30339	Delaware	38-3784032
Gilbert’s Home Health Agency, Inc.	3350 Riverwood Parkway, Suite 1400, Atlanta, GA 30339	Mississippi	64-0730826
Gilbert’s Hospice Care of Mississippi, LLC	3350 Riverwood Parkway, Suite 1400, Atlanta, GA 30339	Mississippi	20-1296854
Gilbert’s Hospice Care, LLC	3350 Riverwood Parkway, Suite 1400, Atlanta, GA 30339	Mississippi	20-0566932
Home Health Care Affiliates of Mississippi, Inc.	3350 Riverwood Parkway, Suite 1400, Atlanta, GA 30339	Mississippi	62-1775256
Home Health Care Affiliates of Central Mississippi, L.L.C.	3350 Riverwood Parkway, Suite 1400, Atlanta, GA 30339	Mississippi	62-1807084
Home Health Care Affiliates, Inc.	3350 Riverwood Parkway, Suite 1400, Atlanta, GA 30339	Mississippi	74-2737989
Van Winkle Home Health Care, Inc.	3350 Riverwood Parkway, Suite 1400, Atlanta, GA 30339	Mississippi	62-1669388

5.13 - 10 -

SCHEDULE 5.16

COMPLIANCE WITH LAWS

See Schedule 5.26(e).

5.16

SCHEDULE 5.17

INTELLECTUAL PROPERTY MATTERS

UNITED STATES TRADEMARKS:

Registrations:

OWNER	REGISTRATION NUMBER	TRADEMARK
OHS Service Corp.	2,947,081	Butterfly Design
OHS Service Corp.	2,947,082	Butterfly Design (with line)
Gentiva Health Services, Inc.	3464098	Cross shaped logo
Gentiva Health Services Holding Corp.	2,717,717	GENTIVA
Gentiva Health Services, Inc.	3464097	GENTIVA (with cross shaped dotted logo design)
Gentiva Health Services, Inc.	3430064	LAZARUS HOUSE
OHS Service Corp.	2,717,765	LIFESMART
OHS Service Corp.	1,722,858	REHAB WITHOUT WALLS
OHS Service Corp.	1,841,527	RWW
Healthfield, Inc.	1,675,442	Miscellaneous Design (Bear in Circle)
Healthfield, Inc.	1,637,226	THE HUG CENTER (Bear in Circle)
Healthfield, Inc.	2,334,164	HEALTHFIELD
Gentiva Health Services Holding Corp.	3218460	CASEMATCH
Gentiva Health Services, Inc.	3233987	GENTIVA UNIVERSITY
Gentiva Health Services, Inc.	3303130	GREAT HEALTHCARE HAS COME HOME
Gentiva Health Services, Inc.	3099188	SAFE STRIDES

5.17

OWNER	REGISTRATION NUMBER	TRADEMARK
The Healthfield Group, Inc.	3223476	Miscellaneous Design (Bird w/ sunset behind it)
The Healthfield Group, Inc.	3291699	Miscellaneous Design (Caduceus within square)

OWNER	REGISTRATION NUMBER	TRADEMARK
Odyssey HealthCare, Inc.	3110579	GIVING THE GIFT OF HOSPICE
Odyssey HealthCare, Inc.	3682703	SKY CAMP
Odyssey HealthCare, Inc.	3676396	A LIFE THAT MATTERS
Odyssey HealthCare, Inc.	3644869	A PASSION FOR CARING
Odyssey HealthCare, Inc.	3700119	VISTACARE CAREBEYOND
Odyssey HealthCare, Inc.	3615165	ODYSSEY VISTACARE HOSPICE FOUNDATION
Odyssey HealthCare, Inc.	3617002	ODYSSEY CAREBEYOND
Odyssey HealthCare, Inc.	3310236	VISTACARE EXCELLENCE WITHOUT EXCEPTION. (and design)
Odyssey HealthCare, Inc.	2977864	EXCELLENCE WITHOUT EXCEPTION
Odyssey HealthCare, Inc.	2672152	VISTACARE
Odyssey HealthCare, Inc.	2558124	HEALTHCARE, INC. ODYSSEY (and design)
Odyssey HealthCare, Inc.	2490463	IMPROVING THE QUALITY OF LIFE
Odyssey HealthCare, Inc.	2069592	HEALTHCARE ODYSSEY (and design)

5.17 - 2-

Odyssey HealthCare, Inc. 2071649 ODYSSEY HEALTHCARE, INC.

Applications:

OWNER	SERIAL NUMBER	TRADEMARK
Odyssey HealthCare, Inc.	85052036	HOSPICECARECOMPANION
Odyssey HealthCare, Inc.	85045039	CARETOUCH
Odyssey HealthCare, Inc.	77720640	GETTING TO KNOW ME
Odyssey HealthCare, Inc.	77861513	CAMP ODYSSEY (and design)
Odyssey HealthCare, Inc.	77796740	CAMP ODYSSEY
Odyssey HealthCare, Inc.	77955399	AVALON HOSPICE BIG HEARTS. BETTER CARE. (and design)
Odyssey HealthCare, Inc.	77955391	OHC ODYSSEY HEALTH CARE BIG HEARTS. BETTER CARE. (and design)
Odyssey HealthCare, Inc.	77955379	ODYSSEY HOSPICE BIG HEARTS. BETTER CARE. (and design)
Odyssey HealthCare, Inc.	77861491	SKY (and design)
Odyssey HealthCare, Inc.	77955823	VISTACAREHOSPICE
Odyssey HealthCare, Inc.	77955813	AVALONHOSPICE
Odyssey HealthCare, Inc.	77955800	ODYSSEYHOSPICE
Odyssey HealthCare, Inc.	77955789	BIG HEARTS. BETTER CARE.
Odyssey HealthCare, Inc.	77955773	VISTACAREHOSPICE BIG HEARTS. BETTER CARE. (and design)

OTHER TRADEMARKS:

Registrations:

OWNER	REGISTRATION NUMBER	COUNTRY/STATE	TRADEMARK
Gentiva Health Services, Inc.	unfiled	USA	GENTIVA CARE@HAND

5.17 - 3 -

SCHEDULE 5.20

LABOR MATTERS

On May 10, 2010, a collective and class action complaint entitled Lisa Rindfleisch et al. v. Gentiva Health Services, Inc. was filed in the United States District Court for the Eastern District of New York against the Company in which five former employees allege wage and hour law violations. The former employees claim they were paid pursuant to “an unlawful hybrid” compensation plan that paid them on both a per visit and an hourly basis, thereby voiding their exempt status and entitling them to overtime pay. The plaintiffs seek damages under the Fair Labor Standards Act (“FLSA”), as well as under the New York Labor Law and North Carolina Wage and Hour Act. Plaintiffs seek class certification of similar employees and seek attorneys’ fees and damages going back three years under the FLSA, six years under the New York statute and two years under the North Carolina statute.

On June 11, 2010, a collective and class action complaint entitled Catherine Wilkie, individually and on behalf of all others similarly situated v. Gentiva Health Services, Inc. was filed in the United States District Court for the Eastern District of California against the Company in which a former employee alleges wage and hour violations under federal law and California law. The complaint alleges that the Company paid some of its employees on both a per visit and hourly basis, thereby voiding their exempt status and entitling them to overtime pay. The plaintiff seeks class certification, attorneys’ fees and damages going back three years on the FLSA claim and four years on the state wage and hour claims.

On July 29, 2010, a collective and class action complaint entitled Nelson Alleman, on behalf of himself and others similarly situated, v. Gentiva Health Services, Inc. was filed in the United States District Court for the Northern District of Georgia against the Company in which a former employee alleges wage and hour violations under federal law. The former employee alleges that the Company failed to properly classify and compensate certified respiratory therapists in its employ as “non-exempt” employees under the FLSA, and as a result, did not properly pay them overtime compensation that they are guaranteed under the FLSA. Plaintiff seeks class certification, attorneys’ fees, damages and interest going back three years.

Given the preliminary stage of the Rindfleisch, Wilkie and Alleman lawsuits, the Company is unable to assess the probable outcome or potential liability, if any, arising from these proceedings. The Company intends to defend itself vigorously in these lawsuits.

5.20

SCHEDULE 5.26(b)

HEALTH CARE PERMITS

None.

5.26(b)

SCHEDULE 5.26(c)

I. INVESTIGATIONS, AUDITS, CLAIMS REVIEW

On February 14, 2008, Odyssey received a letter from the Medicaid Fraud Control Unit of the Texas Attorney General’s office notifying it that it is conducting an investigation concerning Medicaid hospice services provided by Odyssey, including its practices with respect to patient admission and retention, and requesting medical records of approximately 50 patients served by its programs in the State of Texas. Based on the preliminary stage of this investigation and the limited information that Odyssey has at this time, Odyssey cannot predict the outcome of this investigation, the Texas Attorney General’s views of the issues being investigated, any actions that the Texas Attorney General may take or the impact, if any, that the investigation may have on Odyssey’s and our business, results of operations, liquidity or capital resources. Odyssey believes that it is in material compliance with the rules and regulations applicable to the Texas Medicaid hospice program.

On May 5, 2008, Odyssey received a letter from the DOJ notifying it that it is conducting an investigation of VistaCare and requesting that Odyssey provide certain information and documents related to its investigation of claims submitted by VistaCare to Medicare, Medicaid and TRICARE from January 1, 2003 through March 6, 2008, the date Odyssey completed the acquisition of VistaCare. Odyssey has been informed by the DOJ and the Medicaid Fraud Control Unit of the Texas Attorney General’s Office that they are reviewing allegations that VistaCare may have billed the federal Medicare, Medicaid and TRICARE programs for hospice services that were not reasonably or medically necessary or performed as claimed. The basis of the investigation is a qui tam lawsuit filed in the United States District Court for the Northern District of Texas by a former employee of VistaCare. The lawsuit was unsealed on October 5, 2009 and served on Odyssey on January 28, 2010. In connection with the unsealing of the complaint, the DOJ filed a notice with the court declining to intervene in the qui tam action at this time. The Texas Attorney General also filed a notice of non-intervention with the court. While these actions should not be viewed as a final assessment by the DOJ or the Texas Attorney General of the merits of this qui tam action, Odyssey considers them to be positive developments. Odyssey continues to cooperate with the DOJ and the Texas Attorney General in their investigation. Based on the limited information that it has at this time, Odyssey cannot predict the outcome of the investigation, the DOJ’s or Texas Attorney General’s views of the issues being investigated, other than the DOJ’s and Texas Attorney General’s notice declining to intervene in the qui tam action at this time, any actions that the DOJ or Texas Attorney General may take or the impact, if any, that the investigation may have on Odyssey’s and our business, results of operations, liquidity or capital resources.

On January 5, 2009, Odyssey received a letter from the Georgia State Health Care Fraud Control Unit notifying it that it is conducting an investigation concerning Medicaid hospice services provided by VistaCare from 2003 through 2007 and requesting certain documents. Odyssey is cooperating with the Georgia State Health Care Fraud Control Unit and has complied with the document request. Based on the preliminary stage of this investigation and the limited information that Odyssey has at this time, it cannot predict the outcome of the investigation, the Georgia State Health Care Fraud Control Unit’s views of the issues being investigated, any actions that the Georgia State Health Care Fraud Control Unit may take or the impact, if any, that

5.26(c)

the investigation may have on Odyssey’s and our business, results of operations, liquidity or capital resources.

On February 2, 2009, Odyssey received a subpoena from the OIG requesting certain documents related to its provision of continuous care services from January 1, 2004 through February 2, 2009. On September 9, 2009, Odyssey received a second subpoena from the OIG requesting medical records for certain patients who had been provided continuous care services by Odyssey during the same time period. Odyssey is cooperating with the OIG and is in the process of complying with the subpoena request. Based on the preliminary stage of this investigation and the limited information that Odyssey has at this time, it cannot predict the outcome of the investigation, the OIG’s views of the issues being investigated, any actions that the OIG may take or the impact, if any, that the investigation may have on Odyssey’s and our business, results of operations, liquidity or capital resources.

On February 23, 2010, Odyssey received a subpoena from the OIG requesting various documents and certain patient records of one its hospice programs relating to services performed from January 1, 2006 through December 31, 2009. Odyssey is cooperating with the OIG and is in the process of complying with the subpoena request. Because of the preliminary stage of this investigation and the limited information that Odyssey has at this time, it cannot predict the outcome of the investigation, the OIG’s views of the issues being investigated, any actions that the OIG may take or the impact, if any, that the investigation may have on Odyssey’s and our business, results of operations, liquidity or capital resources.

II. PROGRAM PARTICIPATION AGREEMENTS

Odyssey:

Participation Agreement, dated June 1, 1999, between Department of Defense, Tricare Management Activity and Vistacare USA, Inc.

Ancillary Provider Agreement, Tricare Program, dated March 18, 2005, between Health Net Federal Services, Inc. and Odyssey Healthcare Operating B, LP.

Provider Participation Agreement, dated February 1, 2005, between Family Hospice, Ltd. and Humana, Inc.

Payment Arrangement, dated November 21, 2003, between Humana Military Healthcare Services and Vistacare USA, Inc.

Contract V247P-1047, dated January 1, 2003, between Odyssey Healthcare, Inc. and Department of Veterans Affairs, as modified and supplemented for Georgia.

Contract VA258-BP-0068, dated December 8, 2009, between Odyssey Healthcare, Inc. and Department of Veterans Affairs, as modified and supplemented for Tucson, Arizona.

Contract VA245-P-0114, dated January 1, 2008, between Odyssey Healthcare, Inc. and Department of Veterans Affairs, as modified and supplemented for Arlington, Virginia.

5.26(c) - 2

Contract VA250-B0-0080, dated June 19, 2008, between Odyssey Healthcare, Inc. and Department of Veterans Affairs, as modified and supplemented for Dayton, Ohio.

Contract VA250-B0-0068, dated November 19, 2007, between Odyssey Healthcare, Inc. and Department of Veterans Affairs, as modified and supplemented for Columbus, Ohio.

Gentiva:

Agreement, dated July 1, 2009, between Pima Health Care System and Gentiva Certified HealthCare Corp., Gentiva Health Services (USA), Inc.

Home Community Based Services Contract, dated January 1, 2009, between Carlton County Human Services (waivered) and Gentiva Certified HealthCare Corp.

Home Community Based Waiver Services Contract, dated July 1, 2009, between St. Louis County Social Service Department and Gentiva Certified HealthCare Corp.

Preferred Provider Agreement for Ancillary Providers, dated August 1, 2001, between Washington State Health Care Authority and Gentiva Certified HealthCare Corp., Gentiva Health Services (USA), Inc.

Minnesota Department of Human Services Provider Agreement, dated March 29, 1995, between Minnesota Department of Human Services and Gentiva Certified HealthCare Corp.

Provider Contract with the Texas Department of Health Participation in the Medically Dependant Children’s Program, dated November 30, 1997, between Department of Human Services-Region 7 Austin and Gentiva Certified HealthCare Corp.

Contract for Community Care Programs, dated September 1, 2001, between Department of Human Services -Houston-Region 6 and Gentiva Certified HealthCare Corp.

Provider Enrollment, dated December 29, 1998, between Department of Health and Hospitals and Gentiva Certified HealthCare Corp.

Provider Enrollment, dated December 29, 1998, between Department of Health and Hospitals and Gentiva Certified HealthCare Corp.

Conditions of Provider Participation in the Advantage Program, dated July 1, 2003, between Oklahoma Health Care Authority (LTC Personal Care) and Gentiva Health Services (USA), Inc.

Personal Care Agency Program Contract, dated September 1, 2008, between Oklahoma Health Care Authority (LTC Personal Care) and Gentiva Health Services (USA), Inc.

Conditions of Provider Participation in the Advantage Program, dated July 1, 2003, between Oklahoma Health Care Authority (LTC Advantage program) and Gentiva Health Services (USA), Inc.

5.26(c) - 3

Conditions of Provider Participation in the Advantage Program, dated January 1, 2009, between Oklahoma Health Care Authority (LTC Advantage program) and Gentiva Health Services (USA), Inc.

Personal Care Services Agreement, dated January 1, 2004, between Suffolk County DSS-PC/Shared Aide T19 and Quality Care-USA, Inc.

Agreement, dated January 1, 2010, between Fulton County DSS and Quality Care-USA, Inc.

Provider Agreement, dated July 27, 1995, between Commonwealth of Kentucky-Cabinet Health Services Crestview H and Gentiva Certified HealthCare Corp.

Provider Agreement, dated May 10, 1999, between Commonwealth of Kentucky-Cabinet Health Services Crestview H and Gentiva Certified HealthCare Corp.

First Steps Provider Agreement, dated June 1, 2000, between Commonwealth of Kentucky-Cabinet Health Services Crestview H and Gentiva Certified HealthCare Corp.

Community Care Program Provider Agreement - In Home Service, dated July 1, 2003, between Illinois Department on Aging and Gentiva Health Services (USA), Inc.

Community Care Program Provider Agreement - In Home Service, dated July 1, 2009, between Illinois Department on Aging and Gentiva Health Services (USA), Inc.

Community Care Program Provider Agreement - In Home Service, dated July 1, 2009, between Illinois Department on Aging and Gentiva Health Services (USA), Inc.

Community Care Program Provider Agreement - In Home Service, dated July 1, 2009, between Illinois Department on Aging and Gentiva Health Services (USA), Inc.

Community Care Program Provider Agreement - In Home Service, dated July 1, 2009, between Illinois Department on Aging and Gentiva Health Services (USA), Inc.

Community Care Program Provider Agreement - In Home Service, dated July 1, 2009, between Illinois Department on Aging and Gentiva Health Services (USA), Inc.

Community Care Program Provider Agreement - In Home Service, dated July 1, 2009, between Illinois Department on Aging and Gentiva Health Services (USA), Inc.

Community Care Program Provider Agreement - In Home Service, dated July 1, 2009, between Illinois Department on Aging and Gentiva Health Services (USA), Inc.

Community Care Program Provider Agreement - In Home Service, dated July 1, 2009, between Illinois Department on Aging and Gentiva Health Services (USA), Inc.

5.26(c) - 4

Community Care Program Provider Agreement - In Home Service, dated July 1, 2009, between Illinois Department on Aging and Gentiva Health Services (USA), Inc.

Agreement, dated January 1, 2007, between Saratoga County DSS and Quality Care-USA, Inc.

Network Provider Agreement for Clinical Services, dated June 1, 2008, between Community Mental Health - Clinton-Eaton-Ingham and Gentiva Certified HealthCare Corp.

CAP Agreement, dated February 1, 2000, between Division of Medical Assistance CAP (All certified branches) and Gentiva Certified HealthCare Corp.

Agreement, dated October 1, 1992, between Montgomery County DSS and Quality Care-USA, Inc.

Home and Community Based Services Waiver for the Elderly and Disabled Subcontractor Enrollment Agreement, dated December 1, 1999, between Region VII Area Agency on Aging, Inc. and Gentiva Health Services (USA), Inc.

Agreement, dated January 1, 2006, between Rensselaer County DSS and Quality Care-USA, Inc.

Agreement, dated January 1, 2008, between Schenectady County Department of Social Services and Quality Care-USA, Inc.

Provider Agreement, dated September 3, 1997, between Ohio Bureau of Workers’ Compensation and Gentiva Certified HealthCare Corp.

Provider Agreement, dated January 1, 1994, between Ohio Bureau of Workers’ Compensation and Gentiva Certified HealthCare Corp.

Provider Agreement, dated September 18, 1998, between Ohio Bureau of Workers’ Compensation and Gentiva Certified HealthCare Corp.

Agreement, dated April 1, 2010, between Albany County Department of Social Services and Quality Care-USA, Inc.

Agreement, dated April 21, 2001, between Saratoga County Public Health (LTHHCP & CHHA) and Quality Care-USA, Inc.

Agreement, dated January 1, 2001, between Schoharie County DSS - Title XIX and Quality Care-USA, Inc.

Contract for Community Care Programs, dated November 17, 1995, between Department of Human Services Community Care Pgms-San Antonio and Gentiva Certified HealthCare Corp.

5.26(c) - 5

Agreement Between the Title XIX Single State Agency and a Home Care Provider Providing Nursing Services, dated February 6, 1990, between Maryland Department of Health and Mental Hygiene and Gentiva Health Services (USA), Inc.

Contract, dated July 1, 2010, between Five County Association of Governments Area Agency on Aging and Gentiva Certified HealthCare Corp.

Agreement, dated April 1, 2010, between Schoharie County Office for the Aging (EISEP) and Quality Care-USA, Inc.

Homemaker Provider Renewal, dated January 1, 2010, between Department of Human Serv. Div. of Aging-ElderChoices-Hot Spg and Gentiva Health Services (USA), Inc.

Respite Provider Certifications, dated January 1, 2010, between Department of Human Serv. Div. of Aging ElderChoices-Hot Spg and Gentiva Health Services (USA), Inc.

Network Provider Agreement for Clinical Services: Agency, dated October 1, 2009, between Berrien Mental Health Authority and Gentiva Certified HealthCare Corp.

Provider Agreement with the Texas Department of Health for Participation the Children with Special Healthcare Needs CSHCN (CIDC) Programs, dated August 14, 2000, between CSHCN (San Antonio) and Gentiva Certified HealthCare Corp.

Targeted Case Management Provider Certification, dated January 1, 2010, between Arkansas Dept. of Human Services/Targeted Case Management and Gentiva Health Services (USA), Inc.

Agreement, dated January 1, 2010, between Fulton County Office For The Aging and Quality Care-USA, Inc.

Respite Provider Certifications, dated January 1, 2010, between Department of Human Serv. Div. of Aging-ElderChoices-Ft. Smi and Gentiva Health Services (USA), Inc.

Homemaker Provider Renewal, dated January 1, 2010, between Department of Human Serv. Div. of Aging-ElderChoices-Ft. Smi and Gentiva Health Services (USA), Inc.

Agreement, dated April 1, 2010, between Montgomery County Office for the Aging, Inc. and Quality Care-USA, Inc.

Client Service Contract, dated July 1, 2009, between WA Department of Social and Health Services (RWW) and Gentiva Rehab Without Walls, LLC

Requirements for Nursing Agencies Participating with the Illinois Home Community Based Service (HCBS) Waiver for Medically Fragile Technology Dependent Children, dated October 31, 200, between University of Illinois at Chicago DSCC Bloomington and Gentiva Certified HealthCare Corp.

5.26(c) - 6

Ancillary Services Agreement, dated January 2, 2002, between Humana Military Healthcare Services, Inc. and Gentiva Certified HealthCare Corp., Gentiva Health Services (Certified), Inc., Access Home Health of Florida, Inc., Healthfield Home Health, Inc., Healthfield of Statesboro, Inc., Chattahoochee Valley Home Health, Inc., CHMG of Atlanta, Inc., CHMG of Griffin, Inc., Mid-South Home Health of Gadsden, Inc., Mid-South Home Health Agency, Inc., Mid-South Home Health Agency, LLC, Healthfield of TN, Inc., Capital CareResources of South Carolina, Inc., Home Health Care Affiliates of Mississippi, Inc., Gilbert’s Home Health Agency, Inc., Home Health Care Affiliates of Central MS, LLC, VanWinkle Home Health Care, Inc., Total Care Home Health of South Carolina, Inc., Total Care Home Health of North Carolina, Inc., Healthfield of Tennessee, Inc.

Provider Application Agreement, dated January 1, 2001, between WA Dept. Labor & Industries Crime Victims and Gentiva Certified HealthCare Corp.

Provider Agreement, dated May 10, 1999, between Commonwealth of Kentucky-Cabinet of HS-Louisville and Gentiva Certified HealthCare Corp.

First Steps Provider Agreement, dated July 1, 2000, between Commonwealth of Kentucky-Cabinet of HS-Louisville and Gentiva Certified HealthCare Corp.

Fee for Service Other Ancillary Services Agreement, dated May 17, 2002, between UCSD Health Plan and Gentiva Certified HealthCare Corp.

Provider Agreement for Medicaid and UMAP, dated June 20, 2002, between Utah Department of Health and Gentiva Certified HealthCare Corp.

Contract for Community Care Programs, dated September 1, 2001, between Department of Human Services MDCP New Braunfels Region 8 and Gentiva Certified HealthCare Corp.

Application for Furnishing Long Term Care Services to Beneficiaries of Veterans Affairs, dated September 1, 2008, between VA Central Iowa Health Care System and Gentiva Health Services (USA), Inc.

Application for Furnishing Long Term Care Services to Beneficiaries of Veterans Affairs, dated October 1, 2009, between VA Central Iowa Health Care System and Gentiva Health Services (USA), Inc.

Agreement Between Montgomery County Office for Aging and Quality Care-USA, Inc. dba Gentiva Health Services for Respite Services, dated April 1, 2010, between Montgomery County Office for Aging - Respite and Quality Care-USA, Inc.

Waiver Program Provider Agreement for Participation in the Illinois Medical Assistance Program, dated January 1, 2003, between Department of Public Aid-Division of Rehabilitation Services and Gentiva Certified HealthCare Corp.

5.26(c) - 7

Waiver Program Provider Agreement for Participation in the Illinois Medical Assistance Program, dated January 1, 2003, between Department of Public Aid-Division of Rehabilitation Services and Gentiva Certified HealthCare Corp.

Ancillary Provider Agreement - TriCare Program, dated July 1, 2004, between Health Net Federal Services and Gentiva Certified HealthCare Corp., Gentiva Health Services (Certified), Inc.; QC-Medi New York, Inc., New York HealthCare Services, Inc., Healthfield of Tennessee, Inc.,

TriCare Corporate Services Provider Contract, dated May 1, 2010, between TriWest and Gentiva Certified HealthCare Corp., PHHC Acquisition Corp.,

Memorandum of Agreement, dated February 12, 2007, between Department of Veterans Affairs (RWW-AZ) and Gentiva Rehab without Walls, LLC

Client Service Agreement Nurse Delegation Services, Skilled Nursing Tasks, Contract Nurse Consultation Services, dated July 1, 2010, between WA Dept of Social & Health Svc/Aging & Disability and Gentiva Health Services (USA), Inc.

Application for Furnishing Long Term Care Services to Beneficiaries of Veterans Affairs, dated March 20, 2010, between VA Sierra Nevada Health Care System and Gentiva Certified HealthCare Corp.

Memorandum of Understanding, dated August 29, 2001, between VA Southern Nevada Healthcare System and Gentiva Certified HealthCare Corp.

Title XX Homemaker and EISEP Service Agreement Between the County of Albany and Quality Care-USA, Inc. dba Gentiva Health Services, dated April 1, 2010, between Albany County Department of Social Services and Quality Care-USA, Inc.

Participation Agreement for Hospice Program Services for Champus Beneficiaries, dated July 14, 1995, between Humana Military Healthcare Services, Inc. (Healthfield Hospice) and Wiregrass Hospice, LLC

Contract for the Purchase and Provision of Hospice Services, dated July 1, 2008, between South Carolina Department of Health & Human Services/Hospice and Wiregrass Hospice of South Carolina, LLC

TriCare Corporate Services Provider Contract, dated January 1, 2008, between University of Colorado Hospital Authority and PHHC Acquisition Corp.

Memorial Hospital Medical Network dba Medical Network Vendor Provider Agreement dated January 1, 2008, between Memorial Hospital Medical Network dba Medical Network and PHHC Acquisition Corp.

5.26(c) - 8

Application for Furnishing Long Term Care Services to Beneficiaries of Veterans Affairs, dated April 1, 2010, between Department of Veterans Affairs-VA Medical Center N.FL/S.GA and Gentiva Health Services (Certified), Inc.

Application for Furnishing Long Term Care Services to Beneficiaries of Veterans Affairs, dated March 1, 2010, between Jesse Brown VA Medical Center (Oak Park) and Gentiva Health Services (USA), Inc.

Participation Agreement for Autism Demonstration Corporate Services Provider, dated June 2, 2009, between TriCare Management Activity-TriWest-RWW and Gentiva Rehab Without Walls, LLC

Network Provider Agreement, dated July 1, 2009, between Uniform Medical Plan-WA State Health Care Authority and Gentiva Rehab without Walls, LLC

Contract between South Carolina Department of Health and Human Services and Total Care Home Health of South Carolina for the Purchase and Provision of Home Health Services, dated July 1, 2009, between South Carolina Dept of Health and Human Services and Total Care Home Health of South Carolina, Inc.

Contract between South Carolina Department of Health and Human Services and Total Care Home Health of North Carolina for the Purchase and Provision of Home Health Services, dated July 1, 2009, between South Carolina Dept Health and Human Services and Total Care Home Health of North Carolina, Inc.

Contract between South Carolina Department of Health and Human Services and CapitalCare Resources of South Carolina dba Carolina Home Health Care for the Purchase and Provision of Home Health Services, dated July 1, 2009, between SC Dept Health & Human Services and Capital CareResources of South Carolina, Inc.

Contract between South Carolina Department of Health and Human Services and CapitalCare Resources of South Carolina dba Carolina Home Health Care for the Purchase and Provision of Home Health Services, dated July 1, 2009, between SC Dept Health & Human Services-Medicaid-Greenville and Capital CareResources of South Carolina, Inc., Gentiva Certified HealthCare Corp.

Contract between South Carolina Department of Health and Human Services and Wiregrass Hospice of South Carolina, LLC for the Purchase and Provision of Hospice Services, dated July 1, 2008, between South Carolina Department of Health & Human Services/Hospice and Wiregrass Hospice of South Carolina, LLC

Contract between South Carolina Department of Health and Human Services and Gentiva Certified HealthCare Corp. dba Carolina Home health Care for the Purchase and Provision of Home Health Services, dated July 1, 2009, between South Carolina Dept Health and Human Services-Medicaid and Gentiva Certified HealthCare Corp.

5.26(c) - 9

Contract, dated September 23, 2009, between Arizona Dept of Economic Security-RSA and Gentiva Rehab without Walls, LLC

Contract to Participate in the Arkansas Medical Assistance Program Administered by the Division of Medical Services T19 (Medicaid), dated January 1, 2010, between Arkansas Dept of Human Services-ElderChoice Homemaker and Gentiva Health Services (USA), Inc.

Contract to Participate in the Arkansas Medical Assistance Program Administered by the Division of Medical Services T19 (Medicaid), dated January 1, 2010, between Arkansas Dept of Human Services-ElderChoice-Respite Care and Gentiva Health Services (USA), Inc.

Provider Participation Agreement, dated November 16, 2009, between Arizona Health Care Cost Containment System -AHCCCS and Gentiva Certified HealthCare Corp.

Application for Furnishing Long Term Care Services to Beneficiaries of Veterans Affairs, dated December 1, 2009, between VA of Ann Arbor and Gentiva Certified HealthCare Corp.

Application for Furnishing Long Term Care Services to Beneficiaries of Veterans Affairs, dated January 1, 2010, between Department of Veterans Affairs Medical Center and Gentiva Certified HealthCare Corp.

Application for Furnishing Long Term Care Services to Beneficiaries of Veterans Affairs, dated August 1, 2009, between Department of Veterans Affairs Medical Center and Gentiva Certified HealthCare Corp.

Client Services Agreement - Agency Respite Care, dated July 1, 2010, between Washington State Dept of Social and Health Services-RWW Respite and Gentiva Rehab without Walls, LLC

Network Provider Agreement, dated December 15, 2008, between Louisiana Workers’ Compensation Corp. (United—Baton Rouge) and Gentiva Certified HealthCare Corp.

III. TOP 25 PAYERS

See attached list of Top 25 Payers.

See attached list of Provider Numbers.

5.26(c) - 10

Top 25 Payers

	GTIV Home Health				GTIV Hospice		GTIV		ODSY				Combined GTIV & ODSY
Payer	June YTD		2010 Annualized		2010 Annualized		2010 Annualized		June YTD		2010 Annualized		2010 Annualized
Medicare	$	432,416,086	$	864,832,172	$	73,419,863	$	938,252,035	$	310,993,907	$	621,987,813	$	1,560,239,848
TX Medicaid	$	617,707	$	1,235,414			$	1,235,414	$	19,531,984	$	39,063,968	$	40,299,382
AL Blue Cross	$	6,393,461	$	12,786,921	$	393,834	$	13,180,755	$	323,797	$	647,594	$	13,828,349
NC Medicaid	$	6,890,467	$	13,780,934			$	13,780,934					$	13,780,934
GA Medicaid					$	1,150,734	$	1,150,734	$	6,009,632	$	12,019,264	$	13,169,998
IL Medicaid	$	4,512,910	$	9,025,820			$	9,025,820	$	1,320,147	$	2,640,294	$	11,666,114
CT Medicaid	$	5,439,939	$	10,879,878			$	10,879,878					$	10,879,878
MA Medicaid	$	3,784,729	$	7,569,458			$	7,569,458	$	1,341,476	$	2,682,952	$	10,252,410
FL Medicaid					$	947,384	$	947,384	$	4,174,377	$	8,348,754	$	9,296,138
Aetna	$	2,865,465	$	5,730,930	$	69,694	$	5,800,624	$	1,540,177	$	3,080,354	$	8,880,978
AL Medicaid	$	31,797	$	63,594	$	1,434,626	$	1,498,220	$	3,610,470	$	7,220,940	$	8,719,160
Veterans Admin	$	2,380,692	$	4,761,384	$	235,512	$	4,996,896	$	1,507,067	$	3,014,134	$	8,011,030
Cigna	$	2,018,506	$	4,037,011	$	122,004	$	4,159,015	$	1,718,241	$	3,436,482	$	7,595,497
Amerigroup					$	13,944	$	13,944	$	2,555,213	$	5,110,426	$	5,124,370
MS Medicaid					$	437,640	$	437,640	$	2,091,161	$	4,182,322	$	4,619,962
OA Blue Cross	$	2,054,476	$	4,108,952	$	190,669	$	4,299,621	$	121,971	$	243,942	$	4,543,563
Americhoice					$	123,165	$	123,165	$	1,660,426	$	3,320,852	$	3,444,017
United					$	140,719	$	140,719	$	1,358,770	$	2,717,540	$	2,858,259
SC Medicaid					$	342,275	$	342,275	$	1,154,448	$	2,308,896	$	2,651,171
NY Medicaid	$	1,225,391	$	2,450,782			$	2,450,782					$	2,450,782
Tri-West	$	1,161,275	$	2,322,549			$	2,322,549					$	2,322,549
TX Blue Cross - Odyssey									$	1,058,594	$	2,117,188	$	2,117,188
KY Medicaid	$	912,014	$	1,824,028			$	1,824,028					$	1,824,028
Ml Blue Cross									$	906,918	$	1,813,837	$	1,813,837
Tricare					$	141,407	$	141,407	$	650,125	$	1,300,250	$	1,441,657

LICENSED Name	Address	City, County, State Zip	Hospice License #	NPI #			Medicare Provider #	CLIA #	Medicaid#/State	EIN
* = start-up
Blue = Pending Medicare Certification
Gray = Closed Programs
Odyssey HealthCare Operating A, LP	717 N. Harwood, Ste. 1500	Dallas, TX 75201-6519	N/A				N/A	N/A	N/A	75-2752908
Odyssey Hospice	22320 Foothill Blvd, Suite 210	Hayward, Alameda, CA 94541-2701	550000790		1881899250		55-1562	05D1087270 CLR 337537	1881899250/CA
Odyssey Hospice	4201 W. Parmer Lane, Suite 100, Bldg. C	Austin, Travis, TX 78727-4161	007845		1760483671		45-1715	45D0997638	001004062/TX
Odyssey Hospice	5001 E Commercenter Dr, Suite 140	Bakersfield, Kern, CA 93309-1687	070000582		1740281633		05-1740	05D0960311	HPC01740G/CA
Odyssey Hospice	1116 Leland Ave	Tulare, Tulare, CA 93274-7811	Pending		Pending		Pending	Pending	Pending
Odyssey Hospice	550 Fannin Street, Suite 1230	Beaumont, Jefferson, TX 77701-3313	007790		1821099714		45-1638	45D0967409	001003397/TX
Odyssey Hospice	902 North Wheeler St., Suite 1	Jasper, Jasper, TX 75951-3129	007790		1821099714		45-1638	45D1051104	001003397/TX
Odyssey Hospice	85 West Algonquin Road, Suite 100	Arlington Heights, Cook, IL 60005-4422	2002228		1124029848		14-1608	14D0982757	752752908002/IL
Odyssey Hospice	7601 South Kostner Ave., Suite 400	Chicago, Cook, IL 60652-1120	2002228		1124029848		14-1608	14D0997378	752752908002/IL
Odyssey Hospice	85 West Algonquin Road, Suite 100	Arlington Heights, Cook, IL 60005-4422	2002228		1124029848		14-1608	14D0982757	752752908002/IL
Odyssey Hospice	4 Westbrook Corporate Center, Suite 620	Westchester, Cook, IL 60154-5705	2002848		1033449301		14-1610	14D1004040	752752908004/IL
Odyssey Hospice	9 Professional Park Dr, Suite A	Webster, Harris, TX 77598-4144	008192		1861493686		45-1544	45D0914164	001004359/TX
Odyssey Hospice	5526 N Academy Blvd, Suite 108	Colorado Springs, El Paso, CO 80918-3688	1705DD		1811998826		06-1531	06D0988809	13175041/CO
Odyssey Hospice	100 1-45 North, Suite 300	Conroe, Montgomery, TX 77301-2701	009029		1386645273		45-1568	45D0895845	001012312/TX
Odyssey Hospice aka Odyssey House	233 1-45 North	Conroe, Montgomery, TX 77304-2307	009029		1386645273		45-1568	45D1040208	001012312/TX
Odyssey Hospice	5350 S. Staples Street, Suite 400	Corpus Christi, Nueces, TX 78411-4654	009676		1730176173		67-1507	45D1038321	001013676/TX
Odyssey Hospice	112 E. Line Street, Suite 100	Tyler, Smith, TX 75702-5721	010476		1851332506		67-1547	45D1054707	001014700/TX
Odyssey Hospice	7500 Viscount Blvd, Suite C-83	El Paso, El Paso, TX 79925-5693	007770		1194726083		45-1705	45D0983041	001003376/TX
Odyssey Hospice	2630 West Freeway, Suite 102	Fort Worth, Tarrant, TX 76102-7117	007701		1477554368		45-1618	45D0903163	001003374/TX
Odyssey Hospice aka Odyssey House	6940 River Park Circle	Fort Worth, Tarrant, TX 76116-8465	007701		1477554368		45-1618	45D1068344	001003374/TX
Odyssey Hospice	4660 Trindle Road, Suite 204	Camp Hill, Cumberland, PA 17011-5610	16711601		1316921323		39-1671	39D1041787	001910190- 0006/PA
Odyssey Hospice	2636 South Loop West, Suite 210	Houston, Harris, TX 77054-2696	007698		1568463453		45-1647	45D0936676	001003375/TX
Odyssey Hospice aka Odyssey Hospice House	1917 Ashland Street, 3rd Floor	Houston, Harris, TX 77008-3907	007698		1568463453		45-1647	45D1050876	001003375/TX
Odyssey Hospice	4011-A McLeod Drive	Las Vegas, Clark, NV 89121-4305	682HFS-21		1285635292		29-1504	29D0925566	006402008/NV; 006502008/NV; 912651/AZ; 22903216/CO
Odyssey Hospice	10800 Financial Centre Parkway, Suite 380	Little Rock, Pulaski, AR 72211-3508	AR4653		1750382750		04-1561	04D0920846	145426747/AR
Odyssey Hospice	1900 West Garvey Ave. South, Suite 200	West Covina, Los Angeles, CA 91790-2653	980000980		1831190727		05-1671	05D0958988	HPC01671H/CA
Odyssey Hospice	5350 Poplar Ave., Suite 850	Memphis, Shelby, TN 38119-0618	0000000602		1154322139		44-1580	44D1013107	0441580/TN 4067351 BCBS
Odyssey Hospice	1400 Donelson Pike, Suite B5	Nashville, Davidson, TN 37217-3013	0000000346		1649271578 1649435579	(A)  (B)	441553(A) 3373623(B)	44D0958317	0441553/TN 3133564 BCBS A3721100 10078668
Odyssey Hospice	5440 Harvest Hill Road, Suite 200	Dallas, Dallas, TX 75230-6415	007693		1841291812		45-1571	45D0680749	001003356/TX
Odyssey Hospice	1500 E. Hamilton Ave, Suite 212	Campbell, Santa Clara, CA 95008-0835	070000417		1033110994		05-1693	05D0951406	HPC01693H/CA
Odyssey Hospice	22320 Foothill Blvd, Suite 200	Hayward, Alameda, CA 94541-2701	070000417		1033110994		05-1693	05D1058578 CLR 334810	HPC01693H/CA
Odyssey Hospice	444 Regency Parkway Dr, Suite 200	Omaha, Douglas, NE 68114-3779	HOSPICE 32		1265433247		28-1528	28D0977908	10025142800/NE 0610261/IA
Odyssey Hospice	847 E. 23rd Street	Fremont, Dodge, NE 68025-2444	HOSPICE 32		1265433247		28-1528	n/a	10025142800/NE
Odyssey Hospice	7077 Orangewood Ave., Suite 201	Garden Grove, Orange, CA 92841-1440	080000713		1699776575		05-1572	05D0916599	HPC000031/CA
Odyssey Hospice	707 13th Street SE, Suite 280	Salem, Marion, OR 97301-4087	N/A		1467620609		38-1557	38D1091094	500618086/OR
Odyssey Hospice	71-777 San Jacinto Drive, Suite 102	Rancho Mirage, Riverside, CA 92270-4457	080000724		1043211931		05-1716	05D0931116	HPC01716G/CA
Odyssey Hospice	190 Bilmar Drive, Suite 200	Pittsburgh, Allegheny, PA 15205-4611	161299		1437150430		39-1612	39D0932812	001910190- 0007/PA
Odyssey Hospice	125 East Otterman Street, Suite 2	Greensburg, Westmoreland, PA 15601-2509	161299		1437150430		39-1612	39D1056350	001910190- 0007/PA
Odyssey Hospice	8625 SW Cascade Ave., Suite 500	Beaverton, Washington, OR 97008-7156	N/A		1144221128		38-1547	38D1011088	298955/OR
Odyssey Hospice	225 W. Hospitality Lane, Suite 102	San Bernardino, San Bernardino, CA 92408-3244	080000736		1053312033		05-1593	05D0935228	HPC01593H/CA
Odyssey Hospice	17290 Jasmine Street, Suite 104	Victorville, San Bernardino, California 92395-8300	080000736		1053312033		05-1593	05D1081283 CLR337026	HPC01593H/CA
Odyssey Hospice	4440 S Piedras Drive, Suite 125	San Antonio, Bexar, TX 78228-1211	007712		1437150141		45-1682	45D0970753	001003272/TX
Odyssey Hospice aka Odyssey House	13431 Blanco Road	San Antonio, Bexar, TX 78216-2187	007712		1437150141		45-1682	45D1048991	001003272/TX
Odyssey Hospice	9444 Balboa Ave., Suite 290	San Diego, San Diego, CA 92123-4901	080000595		1346241056		05-1717	05D0993335	HPC01717H/CA
Odyssey Hospice	2001 Bates Dr, Suite 400	Waxahachie, Ellis, TX 75167-4826	008430		1417958380		45-1699	45D0972695	001004555/TX
Odyssey Hospice	5210 E Williams Circle, Suite 300	Tucson, Pima, AZ 85711-4479	HSPC-1059		1295736270		03-1538	03D0973353	648404/AZ
Odyssey House - Tucson	750 E. Foothills Dr.	Tucson, Pima, AZ 85718-4747	HSPC-2177		1295736270		03-1538	03D0953968	648404/AZ

Odyssey HealthCare Operating B, LP	717 N. Harwood, Ste. 1500	Dallas, Dallas, TX 75201-6519	N/A			N/A	N/A	N/A	75-2937832
Odyssey Hospice (Northwest Louisiana)	8508 Line Ave., Suite A	Shreveport, Caddo, LA 71106-6144	253	1366443830		19-1533	19D1055656	1580627/LA
Odyssey Hospice - Arlington	8229 Boone Blvd, Suite 510	Vienna, Fairfax, VA 22182-2634	HSP-1090	1255332888		49-1569	49D1018513	010069165/VA
Odyssey Hospice - Athens	855 Gaines School Road, Suite G	Athens, Clarke, GA 30605-3131	029-202-H	1427040765		11-1612	11D1020351	000769216D/GA
Odyssey Hospice - Athens	1100 Sherwood Park Drive NE, Suite 120	Gainesville, Hall, GA 30501-3426	029-202-H	1427040765		11-1612	11D1068570	000769216D/GA
Odyssey Hospice (Birmingham)	2000B SouthBridge Pkwy, Suite 150	Birmingham, Jefferson, AL 35209-7709	Fac ID E3715	1669473039		01-1570	01D0982308	PIC1570E/AL
Odyssey Hospice	5965 Core Avenue, Suite 603	N. Charleston, Charleston, SC 29406-6086	HPC-0071	1528069168		42-1526	42D0991948	HSP048/SC
Odyssey Hospice	6140 Parkland Blvd, Suite 105	Mayfield Heights, Cuyahoga, OH 44124-6106	0134-HSP	1033110507		36-1613	36D1004244	2393208/OH
Odyssey Hospice	25925 Telegraph Road, Suite 102	Southfield, Oakland, MI 48033-2527	633511	1164423703 1083937577	(A)  (B)	23-1564	23D0943965	1433870/MI
Odyssey Hospice	25285 W. 11 Mile Road	Southfield, Oakland, MI 48033-2276	633547	1164423703		23-1564	23D1071042	1433870/MI
Odyssey Hospice - Atlanta	2302 Parklake Drive NE, Suite 150	Atlanta, DeKalb, GA 30345-2907	060-090-H	1467453092		11-1558	11D0936780	000769216A/GA
Odyssey Hospice - Atlanta	2362 Lawrenceville Highway, Building 2, #200	Decatur, DeKalb, GA 30033-3103	060-090-H	1467453092		11-1558	11D1011200	000769216A/GA
Odyssey Hospice	9414 Three Rivers Rd., Suite 3	Gulfport, Harrison, MS 39503-4248	037	1699776245		25-1536	25D0924630	00770607/MS
Odyssey Hospice - Hampton Roads	6363 Center Drive, Suite 201, Building 6	Norfolk, Norfolk City, VA 23502-4103	HSP-1064	1346241981		49-1562	49D0993906	4910524/VA
Odyssey Hospice	2001 Airport Rd N, Suite 304	Flowood, Rankin, MS 39232-8849	097	1306847868		25-1590	25D1025036	03955226/MS
Odyssey Hospice			Pending	Pending		Pending	n/a	Pending
Odyssey Hospice (Lake Charles)	814 W McNeese St, Suite 100	Lake Charles, Calcasieu, LA 70605-5426	255	1649271016		19-1534	19D0965738	1580732/LA
Odyssey Hospice	10150 W. National Ave, Suite 200	West Allis, Milwaukee, WI 53227-2145	553	1538160163		52-1559	52D0922534	43189400/WI
Odyssey Hospice	197 W Chestnut St, Suite 100	Burlington, Racine, WI 53105-1200	553	1538160163		52-1559	52D0922534	43189400/WI
Odyssey Hospice (Mobile)	2800 Dauphin Street, Suite 103	Mobile, Mobile, AL 36606-2400	Fac ID E4906	1184625717		01-1605	01D1012560	PIC1605E/AL
Odyssey Hospice (Baldwin County)	9805 Millwood Circle, Suite D	Daphne, Baldwin, AL 36526-7454	Fac ID E0209	1184625717		01-1605	01D1050808	PIC1036E/AL
Odyssey Hospice	242 Old New Brunswick Road, Suite 140	Piscataway, Middlesex, NJ 08854-3754	22800	1497756993		31-1545	31D0925933	8960208/NJ
Odyssey Hospice	5600 Wyoming Blvd., NE, Suite 10	Albuquerque, Bernalillo, NM 87109-3136	3097	1255332896		32-1539	32D0950805	53380282/NM
Odyssey Hospice	1911 5th St., Suite 100	Santa Fe, Santa Fe, NM 87505-5403	3097B1	1255332896		32-1539	32D1012602	53380282/NM
Odyssey Hospice (New Orleans)	3636 South I-10 Service Road West, Suite 301	Metairie, Jefferson, LA 70001-6418	318	1043211592		19-1530	19D0994654	1580554/LA
Odyssey Hospice (New Orleans)	233 Saint Ann Drive, Suite 2	Mandeville, Saint Tammany, LA 70471-3395	318A	1043211592		19-1530	19D1092464	1580554/LA
Odyssey Hospice	2374 Post Road, Suite 206	Warwick, Kent, RI 02886-2270	HSP01624	1699776187		Jt Comm 41-1511	41D1027997	OH54245/RI
Odyssey Hospice - Richmond	8000 Franklin Farms Dr, Suite 100	Richmond, Henrico, VA 23229-5004	HSP-1088	1265433718		49-1568	49D1014937	010047871/VA
Odyssey Hospice - Colonial Heights	2801 Boulevard, Suite G	Colonial Heights, Colonial Heights City, VA 23834-2323	HSP-10158	1265433718		49-1568	49D1089703	1740422047/VA
Odyssey Hospice	1745 Indian Wood Circle, Suite 200	Maumee, Lucas, OH 43537-4062	0138-HSP	1104827682		36-1616	36D1011919	2445134/OH
Odyssey Hospice	1407 Foulk Road, Suite 200	Wilmington, New Castle, DE 19803-2754	HSPC-006	1811998396		08-1505	08D0918907	1000024602/DE
Odyssey HealthCare of Augusta, LLC									26-0711782
Odyssey Hospice - Augusta	3508 Professional Circle, Suite A	Augusta, Columbia, GA 30907-8232	036-0293-H	1235270505		11-1667	11D1068784	000769216F/GA
Odyssey HealthCare of Flint, LLC									26-3920362
Avalon Hospice	2360 Stone Bridge Drive	Flint, Genesee, MI 48532-5406	253510	1346247244(A) 1083851463(B)		23-1524(A) MI 1345(B)	23D0919905	1346247244 NPI: 1226533/MI
Avalon Hospice	2360 Stone Bridge Drive	Flint, Genesee, MI 48532-5406	259103	1346247244(A) 1083851463(B)		23-1524(A) MI 1345(B)	n/a	1346247244 NPI: 1226533/MI
Odyssey HealthCare of Kansas City, LLC									26-1174455
Odyssey Hospice	800 East 101st Terrace, Suite 150	Kansas City, Jackson, MO 64131-5308	178-2HO	1073514600		26-1534	26D0870470	NPI 1073514600/MO 200568150A/KS
Odyssey Hospice	8735 Rosehill Road, Suite 200	Lenexa, Johnson, KS 66215-4624	n/a	1467782516		17-1569	n/a	200568150A/KS
Odyssey HealthCare of Marion County, Inc.									75-3238731
Odyssey Hospice	6161 Blue Lagoon Drive, Suite 170	Miami, Dade, FL 33126-2045	50370970	1114159902		10-1548	10D1049492	001572800/FL
Odyssey Hospice	100360 Overseas Highway, Suite 5	Key Largo, Monroe, FL 33037-2586	50370970	1114159902		10-1548	10D1062449	001572800/FL
Odyssey Hospice	149 South Ridgewood Ave., Suite 600	Daytona Beach, Volusia, FL 32114-4365	50370970	1114159902		10-1548	10D1036815	001572800/FL
Odyssey Hospice	4861 Palm Coast Parkway NW, Unit 3	Palm Coast, Flagler, FL 32137-3658	50370970	1114159902		10-1548	10D1046227	001572800/FL
Odyssey Hospice	1320 SE 25th Loop, Suite 101	Ocala, Marion, FL 34471-1024	50370970	1114159902		10-1548	n/a	001572800/FL
Odyssey HealthCare of Savannah, LLC									26-0712052
Odyssey Hospice - Savannah	5105 Paulsen St., Suite 225-D	Savannah, Chatham, GA 31405-4615	025-213-H	1477554947		11-1615	11D1026124	127940560A/GA
Odyssey Hospice - Savannah	810 Towne Park Dr, Suite 100	Rincon, Effingham, GA 31326-5172	025-213-H	1477554947		11-1615	11D0946923	127940560A/GA
Odyssey HealthCare of South Texas, LLC									26-2529581
Odyssey Hospice	2501 Paredes Line Road, Suite B-9	Brownsville, Cameron, TX 78526-1194	012130	1255332961		45-1667	45D0924726	001016586/TX
Odyssey HealthCare of St. Louis, LLC									26-1174571
Odyssey Hospice	2055 Craigshire Rd, Suite 410	St. Louis, St. Louis, MO 63146-4012	177-2HO	1386645950		26-1592	26D1001429	NPI 1386645950/MO
VistaCare of Boston, LLC									26-1544595
VistaCare Hospice	2 Willow Street, Suite 102	Southborough, Worcester, MA 01745-1020	7F0L	1255388732		22-1574	22D0947238	110079500A/MA
* = start-up
Blue = Pending Medicare Certification

Gray = Closed Programs
Family Hospice, Ltd									75-2588221
VistaCare Hospice	5639 Jefferson Street NE	Albuquerque, Bernalillo, NM 87109-3412	6670A3	1033127147		32-1520	32D0886462	000T9469/NM
VistaCare Hospice	601 Dr. Martin Luther King Jr Avenue NE	Albuquerque, Bernalillo, NM 87102-3619	6670AS1	1033127147		32-1520	32D1003157	12071731/NM
Odyssey Hospice	6900 I-40 West, Suite 150	Amarillo, Potter, TX 79106-2522	007947	1740235159		45-1724	45D1030692	001013250/TX
VistaCare Hospice	7800 Shoal Creek Blvd., Suite 130 W	Austin, Travis, TX 78757-1098	004098	1790795524		45-1640	45D0911302	000212800/TX
VistaCare Hospice	1911 Corporate Drive, Suite 104	San Marcos, Hays, TX 78666-6171	004098	1790795524		45-1640	45D1035464	001013335/TX
VistaCare Hospice	7557 Rambler Road, Suite 112	Dallas, Dallas, TX 75231-2303	004059	1033129887		45-1527	45D0697122	000216100/TX
VistaCare Hospice	2824 Terrell Road, Suite 500	Greenville, Hunt, TX 75402-5529	008082	1821043852		45-1722	45D0965727	000219300/TX
VistaCare Hospice	1515 W. Calle Sur St., Suite 129	Hobbs, Lea, NM 88240-0998	6716	1972511061		32-1513	32D0968529	000T7597/NM
VistaCare Hospice	2708 North Prince Street	Clovis, Curry, NM 88101-4462	6716AS2	1972511061		32-1513	32D1031516	68975091/NM
VistaCare Hospice	400 North Pennsylvania Avenue, Suite 500	Roswell, Chaves, NM 88201-4720	6716AS1	1972511061		32-1513	32D1019676	83873830/NM
VistaCare Hospice	13325 Hargrave Road, Suite 230	Houston, Harris, TX 77070-4540	004058	1164432910		45-1560	45D0856663	000215300/TX
VistaCare Hospice	303 Lantern Bend Drive, Third Floor	Houston, Harris, TX 77090-2823	004058	1164432910		45-1560	45D1037301	001013721/TX
VistaCare Hospice	1717A Norfolk Avenue, 4th Floor	Lubbock, Lubbock, TX 79416-6065	005035	1720098585		45-1520	45D0952320	000215200/TX
VistaCare Hospice	1717A Norfolk Avenue, 4th Floor	Lubbock, Lubbock, TX 79416-6065	005035	1720098585		45-1520	45D1053395	001014560/TX
VistaCare Hospice	402 N. Bryant Blvd.	San Angelo, Tom Green, TX 76903-5257	006693	1609822295		45-1697	45D0964935	000219500/TX
VistaCare Hospice	4242 Woodcock Drive, Suite 101	San Antonio, Bexar, TX 78228-1325	004072	1265441190		45-1563	45D0705266	000216000/TX
VistaCare Hospice	1001 Water Street, Suite B-100	Kerrville, Kerr, TX 78028-3513	004072	1265441190		45-1563	45D0965284	000219700/TX
VistaCare Hospice	2626 South 37th Street, Suite B	Temple, Bell, TX 76504-7136	004135	1588674352		45-1542	45D0896017	000212400/TX
VistaCare Hospice	510 North Valley Mills Dr, Suite 703	Waco, McLennan, TX 76710-6075	004135	1588674352		45-1542	45D1044583	001013936/TX
Vista Hospice Care, Inc									86-0808230
VistaCare Hospice	4320 S Padre Island Drive, Unit B	Corpus Christi, Nueces, TX 78411-4408	005215	1831145895		45-1644	45D0924752	000215900/TX
VistaCare Hospice	101 N. Upper Broadway St, Trinity Towers	Corpus Christi, Nueces, TX 78401-2756	005215	1831145895		45-1644	45D1061915	000215900/TX
VistaCare Hospice - Ogden	425 E. 5350 South, Suite 155	South Ogden, Weber, UT 84405-6970	2010-Hospice- 816	1578518775		46-1502	46D0946902	860808230004/UT
Odyssey Hospice	202 E. Earll Drive, Suite 160	Phoenix, Maricopa, AZ 85012-2636	HSPC-0055	1588605760		03-1531	03D0910066	366882/AZ
Odyssey House - Mesa	6215 E. Arbor Ave.	Mesa, Maricopa, AZ 85206-6064	HSPC -3067	1588605760		03-1531	03D0941288	366882/AZ
Odyssey House - Peoria	8977 W. Athens	Peoria, Maricopa, AZ 85382-8170	HSPC -3066	1588605760		03-1531	03D0954610	366882/AZ
VistaCare Hospice	1625 E. Prater Way, Suite C-108	Sparks, Washoe, NV 89434-8963	1795HPC-21	1043265341		29-1507	29D0938032	006516005/NV '006416005/NV
VistaCare Hospice - Salt Lake	1111 E. Brickyard Road, Suite 107	Salt Lake City, Salt Lake, UT 84106-2590	2010-Hospice- 814	1376599738		46-1507	46D1009728	860808230018/UT NPI 1376599738/NV
VistaCare USA, Inc									86-0914505
VistaCare Hospice - Athens	150 Ben Burton Road	Bogart, Clarke, GA 30622-1726	029-112-H	1215974159		11-1565	11D0946920	000821279A/GA
VistaCare Hospice - Athens	1000 Hurricane Shoals Road NE, Suite D1200	Lawrenceville, Gwinnett, GA 30043-4826	029-112-H	1215974159		11-1565	11D1027668	000821279A/GA
VistaCare Hospice - Atlanta	400 Franklin Road SE, Suite 200	Marietta, Cobb, GA 30067-7735	033-113-H	1043257934		11-1544	11D0946925	000821257A/GA
VistaCare Hospice - Atlanta	1833 Clifton Road NE, 6th Floor	Atlanta, DeKalb, GA 30329-4021	033-113-H	1043257934		11-1544	11D1048552	000821257A/GA
VistaCare Hospice - Atlanta	6458 Spring Street, Suite 100	Douglasville, Douglas, GA 30134-1865	033-113-H	1043257934		11-1544	11D1030022	000821257A/GA
VistaCare Hospice - Columbus	100 Brookstone Centre Parkway	Columbus, Muscogee, GA 31904-2990	106-233-H	1801834593		11-1560	11D0946921	000821268A/GA
VistaCare Hospice - Columbus	2425 Williams Road, 2nd Floor	Columbus, Muscogee, GA 31909-1676	106-233-H	1801834593		11-1560	11D1061972	000821268A/GA
VistaCare Hospice - Columbus	1585 Highway 34 East	Newnan, Coweta, GA 30265-1325	106-233-H	1801834593		11-1560	11D1027670	000821268A/GA
Odyssey Hospice	540 Officenter Place, Suite 100	Gahanna, Franklin, OH 43230-5317	0084-HSP	1366498305		36-1573	36D0947403	2095496/OH
Odyssey Hospice	3085 Woodman Drive, Suite 200	Dayton, Montgomery, OH 45420-1193	0084-HSP	1366498305		36-1573	36D1071664	2095496/OH
Odyssey Hospice aka Odyssey House	1087 Dennison Ave, 4th Floor	Columbus, Franklin, OH 43201-3201	0084-HSP	1366498305		36-1573	36D0947403	2095496/OH
VistaCare Hospice	4350 Wadsworth Blvd, Suite 250	Wheat Ridge, Jefferson, CO 80033-4634	17044T	1134174238 1932344157	(A) (B)	06-1544(A) COB4501(B)	06D0947047	05800404/CO
VistaCare Hospice	323 Metro Avenue	Evansville, Vanderburgh, IN 47715-2859	10-009765-1	1700894987		15-1558	15D0935463	200141350A/IN
VistaCare Hospice	15 Brendan Way, Suite 100	Greenville, Greenville, SC 29615-3562	HPC-0058	1013962034		42-1534	42D0928557	HSP036/SC
VistaCare Hospice	6431 South East Street	Indianapolis, Marion, IN 46227-2100	10-003901-1	1952319113		15-1586	15D1018743	200471710A/IN
VistaCare Hospice - Macon	319 Margie Drive	Warner Robins, Houston, GA 31088-7818	011-111-H	1891733580		11-1559	11D0946922	000821301A/GA
VistaCare Hospice - Macon	242 O’Dell Road, Suite 4	Griffin, Spalding, GA 30224-4879	011-111-H	1891733580		11-1559	11D1027669	000821301A/GA
VistaCare Hospice	391 Quartermaster Court	Jeffersonville, Clark, IN 47130-3670	10-009766-1	1629086707		15-1557	15D0929005	200141370A/IN
VistaCare Hospice (Phenix City)	3615 S. Railroad Street, Suite 3	Phenix City, Russell, AL 36867-2940	Fac ID E5702	1326091273		01-1602	01D1012809	PIC1602E/AL
VistaCare Hospice (Montgomery)	700 Interstate Park Drive, Suite 705	Montgomery, Montgomery, AL 36109-5410	Fac ID E5108	1326091273		01-1602	01D1043046	PIC1031E/AL
Odyssey Hospice	512 Township Line Rd., Building 2 Valley Square, Suite 305	Blue Bell, Montgomery, PA 19422-2700	162299	1164478103		39-1622	39D0931255	100747901-0013/PA
Odyssey Hospice	1210 Northbrook Drive, Suite 220	Trevose, Bucks, PA 19053-2518	162299	1164478103		39-1622	39D1011595	100747901-0013/PA
VistaCare Hospice	3401 South 4th Street	Terre Haute,Vigo, IN 47802-5501	09-004763-1	1720034432		15-1592	15D0947335	200141370C/IN

SCHEDULE 5.26(d)

EXCLUDED ENTITIES

None.

5.26(d)

SCHEDULE 5.26(e)

CORPORATE INTEGRITY AGREEMENTS, SETTLEMENT AGREEMENTS,

PLANS OF CORRECTION, ETC.

In April 2003, Borrower received a subpoena from the Department of Health and Human Services, Office of Inspector General, Office of Investigations (“OIG”). The subpoena sought information regarding Borrower’s implementation of settlements and corporate integrity agreements entered into with the government, as well as our treatment on cost reports of employees engaged in sales and marketing efforts. In February 2004, we received a subpoena from the U.S. Department of Justice (“DOJ”) seeking additional information related to the matters covered by the OIG subpoena. In early May 2010, we reached an agreement in principle, subject to final approvals, with the government to resolve this matter. Under the agreement, we will pay the government $12.5 million, of which $9.5 million was recorded as a special charge in the 2010 first quarter with the remaining $3 million covered by a previously-recorded reserve.

Odyssey was the subject of a civil investigation by the Civil Division of the DOJ. On July 6, 2006, Odyssey entered into a settlement agreement with the DOJ to permanently settle the investigation. As part of the settlement of the investigation, Odyssey entered into a five-year Corporate Integrity Agreement (“CIA”) with the U.S. Department of Health and Human Services, Office of Inspector General. The CIA imposes certain auditing, self-reporting and training requirements that Odyssey must comply with. If Odyssey fails to comply with the terms of its CIA, it could subject us to substantial monetary penalties and/or suspension or termination from participation in the Medicare and Medicaid programs.

On February 14, 2008, Odyssey received a letter from the Medicaid Fraud Control Unit of the Texas Attorney General’s office notifying it that it is conducting an investigation concerning Medicaid hospice services provided by Odyssey, including its practices with respect to patient admission and retention, and requesting medical records of approximately 50 patients served by its programs in the State of Texas. Based on the preliminary stage of this investigation and the limited information that Odyssey has at this time, Odyssey cannot predict the outcome of this investigation, the Texas Attorney General’s views of the issues being investigated, any actions that the Texas Attorney General may take or the impact, if any, that the investigation may have on Odyssey’s and our business, results of operations, liquidity or capital resources. Odyssey believes that it is in material compliance with the rules and regulations applicable to the Texas Medicaid hospice program.

On May 5, 2008, Odyssey received a letter from the DOJ notifying it that it is conducting an investigation of VistaCare and requesting that Odyssey provide certain information and documents related to its investigation of claims submitted by VistaCare to Medicare, Medicaid and TRICARE from January 1, 2003 through March 6, 2008, the date Odyssey completed the acquisition of VistaCare. Odyssey has been informed by the DOJ and the Medicaid Fraud Control Unit of the Texas Attorney General’s Office that they are reviewing allegations that VistaCare may have billed the federal Medicare, Medicaid and TRICARE programs for hospice services that were not reasonably or medically necessary or performed as claimed. The basis of the investigation is a qui tam lawsuit filed in the United States District Court for the Northern District of Texas by a former employee of VistaCare. The lawsuit was unsealed on October 5,

5.26(e)

2009 and served on Odyssey on January 28, 2010. In connection with the unsealing of the complaint, the DOJ filed a notice with the court declining to intervene in the qui tam action at this time. The Texas Attorney General also filed a notice of non-intervention with the court. While these actions should not be viewed as a final assessment by the DOJ or the Texas Attorney General of the merits of this qui tam action, Odyssey considers them to be positive developments. Odyssey continues to cooperate with the DOJ and the Texas Attorney General in their investigation. Based on the limited information that it has at this time, Odyssey cannot predict the outcome of the investigation, the DOJ’s or Texas Attorney General’s views of the issues being investigated, other than the DOJ’s and Texas Attorney General’s notice declining to intervene in the qui tam action at this time, any actions that the DOJ or Texas Attorney General may take or the impact, if any, that the investigation may have on Odyssey’s and our business, results of operations, liquidity or capital resources.

On January 5, 2009, Odyssey received a letter from the Georgia State Health Care Fraud Control Unit notifying it that it is conducting an investigation concerning Medicaid hospice services provided by VistaCare from 2003 through 2007 and requesting certain documents. Odyssey is cooperating with the Georgia State Health Care Fraud Control Unit and has complied with the document request. Based on the preliminary stage of this investigation and the limited information that Odyssey has at this time, it cannot predict the outcome of the investigation, the Georgia State Health Care Fraud Control Unit’s views of the issues being investigated, any actions that the Georgia State Health Care Fraud Control Unit may take or the impact, if any, that the investigation may have on Odyssey’s and our business, results of operations, liquidity or capital resources.

On February 2, 2009, Odyssey received a subpoena from the OIG requesting certain documents related to its provision of continuous care services from January 1, 2004 through February 2, 2009. On September 9, 2009, Odyssey received a second subpoena from the OIG requesting medical records for certain patients who had been provided continuous care services by Odyssey during the same time period. Odyssey is cooperating with the OIG and is in the process of complying with the subpoena request. Based on the preliminary stage of this investigation and the limited information that Odyssey has at this time, it cannot predict the outcome of the investigation, the OIG’s views of the issues being investigated, any actions that the OIG may take or the impact, if any, that the investigation may have on Odyssey’s and our business, results of operations, liquidity or capital resources.

On February 23, 2010, Odyssey received a subpoena from the OIG requesting various documents and certain patient records of one its hospice programs relating to services performed from January 1, 2006 through December 31, 2009. Odyssey is cooperating with the OIG and is in the process of complying with the subpoena request. Because of the preliminary stage of this investigation and the limited information that Odyssey has at this time, it cannot predict the outcome of the investigation, the OIG’s views of the issues being investigated, any actions that the OIG may take or the impact, if any, that the investigation may have on Odyssey’s and our business, results of operations, liquidity or capital resources.

In a letter dated May 12, 2010, the United States Senate Finance Committee requested information from Borrower regarding its Medicare utilization rates. The letter was sent to all of the publicly traded home healthcare companies that were mentioned in a recent Wall Street

5.26(e) - 2

Journal article. That article explored the relationship between CMS home health policies and the utilization rates of some home health agencies. As part of the initial production of documents, on May 26, 2010 the Senate Finance Committee requested supplemental information relating to Borrower’s compliance program, policies and procedures and billing manuals. Borrower has responded to these requests. Given the preliminary stage of the proceedings, Borrower is unable to assess the probable outcome or potential liability, if any, arising from this matter.

In a letter dated July 13, 2010, the Securities and Exchange Commission (“Commission”) requested that Borrower preserve all documents between January 1, 2000 and the present that relate to the Borrower’s participation in the Medicare home health prospective payment system. On July 16, 2010, Borrower received a subpoena from the Commission requesting the production of documents. Borrower believes the investigation by the Commission is similar to the Commission’s ongoing investigations and the inquiry from the Senate Finance Committee previously mentioned. Borrower plans to comply with the subpoena and cooperate with the investigation. Given the preliminary stage of the proceedings, Borrower is unable to assess the probable outcome or potential liability, if any, arising from this matter.

5.26(e) - 3

SCHEDULE 6.11

REFINANCING INDEBTEDNESS

Debt Obligations:

Credit Agreement, dated February 28, 2006, as amended, among Gentiva Health Services, Inc., lenders, and Lehman Brothers Inc. The lenders have been notified of the acquisition and will release their liens and security interests in the assets of Gentiva Health Services, Inc. and its subsidiaries.

Second Amended and Restated Credit Agreement, dated February 28, 2008, by and among General Electric Capital Corporation, Odyssey HealthCare Operating A, LP, Odyssey HealthCare Operating B, LP, Hospice of the Palm Coast, Inc., OHC Investment Inc., and the other parties thereto, as amended.

ISDA Master Agreement by and between SunTrust Bank and Odyssey HealthCare Inc., dated April 8, 2008.

ISDA Master Agreement by and between Rabo Capital Services, Inc. and Odyssey HealthCare Operating A, LP, Odyssey HealthCare Operating B, LP, Hospice of the Palm Coast, Inc., and Odyssey HealthCare Management, LP, dated April 9, 2008.

6.11

SCHEDULE 6.12

GUARANTORS

Guarantor	Guarantor	Guarantor	Guarantor
Odyssey HealthCare, Inc.	VistaCare USA, Inc.	Access Home Health of Florida, Inc.	Mid-South Home Health Agency, LLC
Odyssey HealthCare Holding Company	FHI GP, Inc.	Capital CareResources, Inc.	Mid-South Home Care Services, LLC
Odyssey HealthCare GP, LLC	FHI LP, Inc.	Capital CareResources of South Carolina, Inc.	Wiregrass Hospice LLC
Odyssey HealthCare LP, LLC	Family Hospice, Ltd.	CHMG of Atlanta, Inc.	Wiregrass Hospice of South Carolina, LLC
Odyssey HealthCare Operating A, LP	FHI Management, Ltd.	CHMG of Griffin, Inc.	PHHC Acquisition Corp.
Odyssey HealthCare Management, LP	Gentiva Certified Healthcare Corp.	Eastern Carolina Home Health Agency, Inc.	Van Winkle Home Health Care, Inc.
Odyssey HealthCare Operating B, LP	Gentiva Health Services (Certified), Inc.	Home Health Care of Carteret County, Inc.	Gilbert’s Home Health Agency, Inc.
Odyssey HealthCare Fort Worth, LLC	Gentiva Health Services Holding Corp.	Tar Heel Health Care Services, Inc.	Gilbert’s Hospice Care of Mississippi, LLC
Odyssey HealthCare Detroit, LLC	Gentiva Health Services (USA) Inc.	Tar Heel Staffing, Inc.	Gilbert’s Hospice Care, LLC
Odyssey HealthCare Austin, LLC	Gentiva Rehab Without Walls, LLC	Healthfield Home Health, Inc.	Home Health Care Affiliates of Mississippi, Inc.
Odyssey HealthCare of St. Louis, LLC	Gentiva Services of New York, Inc.	Healthfield Hospice Services, Inc.	Home Health Care Affiliates of Central Mississippi, L.L.C.
VistaCare of Boston, LLC	New York Healthcare Services, Inc.	Healthfield of Southwest Georgia, Inc.	Home Health Care Affiliates, Inc.
Odyssey HealthCare of Flint, LLC	OHS Service Corp.	Healthfield of Statesboro, Inc.
Odyssey HealthCare of Collier County, Inc.	QC-Medi New York, Inc.	Healthfield of Tennessee, Inc.
Odyssey HealthCare of Manatee County, Inc.	Quality Care - USA, Inc.	Mid-South Home Care Services, Inc.

6.12

Guarantor	Guarantor	Guarantor	Guarantor
Odyssey HealthCare of Northwest Florida, Inc.	Quality Managed Care, Inc.	Mid-South Home Health Agency, Inc.
Odyssey HealthCare of Hillsborough County, Inc.	The Healthfield Group, Inc.	Mid-South Home Health of Gadsden, Inc.
Odyssey HealthCare of Marion County, Inc.	Healthfield Operating Group, Inc.	Total Care Home Health of Louisburg, Inc.
Odyssey HealthCare of Pinellas County, Inc.	Healthfield, Inc.	Total Care Home Health of North Carolina, Inc.
VistaCare, Inc.	Chattahoochee Valley Home Care Services, Inc.	Total Care Home Health of South Carolina, Inc.
Vista Hospice Care, Inc.	Chattahoochee Valley Home Health, Inc.	Total Care Services, Inc.
FHI Health Systems, Inc.	CHMG Acquisition Corp.	Wiregrass Hospice Care, Inc.
CareNation, Inc.	Capital Health Management Group, Inc.	Horizon Health Network LLC

6.12 - 2 -

SCHEDULE 6.21

POST-CLOSING COVENANTS

I. With respect to Mortgaged Property located at 25285 W. 11 Mile Road, Southfield, Michigan 48033, the applicable Loan Party under this Agreement shall obtain and deliver to Administrative Agent within 60 days after the Closing Date (unless waived or extended by Administrative Agent in its sole discretion), to the extent such items have not been delivered as of the Closing Date, the following:

(A) fully executed counterpart of a Mortgage in form and substance reasonably satisfactory to the Administrative Agent, which shall have been delivered to the title insurers insuring the Lien of such Mortgage for recording to the extent necessary or, in the reasonable opinion of the Administrative Agent, desirable, to effectively create a valid and enforceable mortgage lien on the Mortgaged Property in favor of the Administrative Agent (or such other trustee as may be required or desired under local law) for the benefit of the Secured Parties;

(B) evidence that counterparts of such Mortgage has been duly executed, acknowledged and delivered and is in form suitable for filing or recording in the applicable recording office that the Administrative Agent may deem necessary or desirable in order to create a valid first and subsisting Lien on the property described therein in favor of the Administrative Agent for the benefit of the Secured Parties and that all filing, documentary, stamp, intangible and recording taxes and fees have been paid,

(C) a Mortgage Policy with such endorsements and in amounts acceptable to the Administrative Agent, issued, coinsured and reinsured by title insurers acceptable to the Administrative Agent, insuring the Mortgages to be valid first and subsisting Liens on the property described therein, free and clear of all defects (including, but not limited to, mechanics’ and materialmen’s Liens) and encumbrances, excepting only the Liens permitted by Section 7.01, and providing for such other affirmative insurance (including endorsements for future advances under the Loan Documents, for mechanics’ and materialmen’s Liens and for zoning of the applicable property) and such coinsurance and direct access reinsurance as the Administrative Agent may deem necessary or desirable,

(D) an American Land Title Association/American Congress on Surveying and Mapping form survey, for which all necessary fees (where applicable) have been paid, certified to the Administrative Agent and the issuer of the Mortgage Policy in a manner reasonably

6.21

satisfactory to the Administrative Agent by a land surveyor duly registered and licensed in the State in which the property described in such survey is located and acceptable to the Administrative Agent, showing all buildings and other improvements, any off-site improvements, the location of any easements, parking spaces, rights of way, building set-back lines and other dimensional regulations and the absence of encroachments, either by such improvements or on to such property, and other defects that do not materially interfere with the use or marketability of the property,

(E) such consents, approvals, amendments, supplements, estoppels, tenant subordination agreements or other instruments as necessary to consummate the Transactions or as shall reasonably be deemed necessary by the Administrative Agent in order for the owner or holder of the fee or leasehold interest constituting such Mortgaged Property to grant the Lien contemplated by the Mortgage with respect to such Mortgaged Property;

(F) such affidavits, certificates, information (including financial data) and instruments of indemnification (including a so-called “gap” indemnification) as shall be required to induce the title company to issue the Mortgage Policy and endorsements contemplated above;

(G) evidence reasonably acceptable to the Administrative Agent of payment by Borrower of all Mortgage Policy premiums, search and examination charges, escrow charges and related charges, mortgage recording taxes, fees, charges, costs and expenses required for the recording of the Mortgage and issuance of the Mortgage Policy referred to above;

(H) opinion addressed to the Administrative Agent and each of the Lenders from local counsel of the applicable Loan Party regarding due authorization, execution, delivery and enforceability of the Mortgage, in form and substance reasonably satisfactory to the Administrative Agent;

(I) evidence that all other action that the Administrative Agent may deem necessary or desirable in order to create valid first and subsisting Lien on the Mortgaged Property described in the Mortgage has been taken, and

(J) the Administrative Agent shall have received a completed “Life-of-Loan” Federal Emergency Management Agency Standard Flood Hazard Determination with respect to the Mortgaged Property (together with a notice about special flood hazard area status and

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flood disaster assistance duly executed by the Borrower and each Loan Party relating thereto).

II. By December 31, 2010 (unless waived or extended by the Administrative Agent in its sole discretion), the applicable Loan Parties shall use commercially reasonable efforts to obtain and deliver to the Administrative Agent, to the extent such items have not been delivered as of the Closing Date, a Control Agreement in form and substance reasonably satisfactory to the Administrative Agent, duly authorized, executed and delivered by the parties thereto, with respect to each Deposit Account maintained by any Loan Party with Citizens Bank and required to be subject to the Administrative Agent’s Control pursuant to the Security Agreement.

III. Within 90 days after the Closing Date (unless waived or extended by the Administrative Agent in its sole discretion), the applicable Loan Parties shall obtain and deliver to the Administrative Agent, to the extent such items have not been delivered as of the Closing Date, a Control Agreement in form and substance reasonably satisfactory to the Administrative Agent, duly authorized, executed and delivered by the parties thereto, with respect to each Deposit Account maintained by any Loan Party with Bank of America, N.A. and required to be subject to the Administrative Agent’s Control pursuant to the Security Agreement.

IV. By December 31, 2010 (unless waived or extended by Administrative Agent in its sole discretion), the applicable Loan Parties shall close all Deposit Accounts and Securities Accounts maintained by any Loan Party with Sovereign Bank that are required to be subject to the Administrative Agent’s Control pursuant to the Security Agreement but are not so subject and shall transfer all funds or property held in each such Deposit Account or Securities Account to another Deposit Account or Securities Account that shall comply with the requirements of Section 3.4(b) or 3.4(c), as applicable, of the Security Agreement.

V. Within 90 days after the Closing Date (unless waived or extended by Administrative Agent in its sole discretion), with respect to the Gentiva Health Services Inc.’s Deposit Account 3851357145 with Bank of America, N.A., Gentiva Health Services, Inc. shall either (i) close such Deposit Account and transfer all funds held in such Deposit Account to another Deposit Account that complies with the requirements of Section 3.4(b) of the Security Agreement or (ii) obtain and deliver a Control Agreement in form and substance reasonably satisfactory to the Administrative Agent, duly authorized, executed and delivered by the parties thereto, with respect to such Deposit Account.

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SCHEDULE 7.02

EXISTING INDEBTEDNESS

Capital Leases

Fleetwood lease for Ricoh copiers that are located throughout the country—Aggregate Amount of $943.06

Capital Leases listed below in the Aggregate Amount of $629,670.32

Equipment Lease, dated 05/03/2007, between HONEYWELL GLOBAL and Gentiva Health Services (USA), Inc. Equipment is two hundred thirty (230) units - HomeMed Sentry III telemonitor & weight scales.

Equipment Lease, dated 05/03/2007, between HONEYWELL GLOBAL and Gentiva Health Services (USA), Equipment is twenty (20) units - HomeMed Genesis Monitor Device.

Equipment Lease, dated 08/01/2007, between TRINITY and Gentiva Certified HealthCare Corp. Equipment is thirty-two (32) Hommed Genesis Monitors w/ pulse oximetry.

Equipment Lease, dated 11/01/2007, between POPULAR/TCF EQUIPMENT and Healthfield Operating Group, Inc. Equipment is twenty seven (27) units - Anodyne Monochromatic Infrared Energy System Model 480.

Equipment Lease, dated 07/01/2009, between DE LAGE LANDEN and Gentiva Certified HealthCare Corp. Equipment is a Konica BH350 Copier.

Equipment Lease, dated 07/01/2009, between DE LAGE LANDEN and Gentiva Certified HealthCare Corp. Equipment is a Konica BH350 Copier.

Equipment Lease, dated 12/01/2006, between EXECUTIVE LEASING and Tar Heel Health Care Services, Inc. Equipment is a Savin 3515mf Copier.

Equipment Lease, dated 12/01/2006, between EXECUTIVE LEASING and Tar Heel Health Care Services, Inc. Equipment is a Savin 8045spi Copier.

Equipment Lease, dated 12/01/2006, between EXECUTIVE LEASING and Tar Heel Health Care Services, Inc. Equipment is a Savin 8045spi Copier.

Equipment Lease, dated 12/01/2006, between EXECUTIVE LEASING and Eastern Carolina Home Health Agency, Inc. Equipment is a Savin 8035spi Copier.

7.02

Equipment Lease, dated 12/01/2006, between EXECUTIVE LEASING and Eastern Carolina Home Health Agency, Inc. Equipment is a Savin 8035spi Copier.

Equipment Lease, dated 12/01/2006, between EXECUTIVE LEASING and Eastern Carolina Home Health Agency, Inc. Equipment is a Savin 8045spi Copier.

Equipment Lease, dated 12/01/2006, between EXECUTIVE LEASING and Tar Heel Health Care Services, Inc. Equipment is a Konica Minolta C450 Copier.

Equipment Lease, dated 12/01/2006, between EXECUTIVE LEASING and Eastern Carolina Home Health Agency, Inc. Equipment is a Savin 8045spi Copier.

Equipment Lease, dated 12/01/2006, between EXECUTIVE LEASING and Eastern Carolina Home Health Agency, Inc. Equipment is a Savin 8030spi Copier.

Equipment Lease, dated 12/01/2006, between EXECUTIVE LEASING and Eastern Carolina Home Health Agency, Inc. Equipment is a Savin 8045spi Copier.

Equipment Lease, dated 12/01/2006, between EXECUTIVE LEASING and Tar Heel Health Care Services, Inc. Equipment is a Konica Minolta C450 Copier.

Equipment Lease, dated 12/01/2006, between EXECUTIVE LEASING and Tar Heel Health Care Services, Inc. Equipment is a Savin 8035spi Copier.

Equipment Lease, dated 12/01/2006, between EXECUTIVE LEASING and Tar Heel Health Care Services, Inc. Equipment is a Savin 8045spi Copier.

Equipment Lease, dated 12/01/2006, between EXECUTIVE LEASING and Eastern Carolina Home Health Agency, Inc. Equipment is a Savin 8045spi Copier.

Equipment Lease, dated 12/01/2006, between EXECUTIVE LEASING and Tar Heel Health Care Services, Inc. Equipment is a Savin 8045spi Copier.

Equipment Lease, dated 12/08/2006, between REVCO LEASING and Gentiva Certified HealthCare Corp. Equipment is a Sharp AR-FN6 Finisher.

Equipment Lease, dated 12/08/2006, between REVCO LEASING and Gentiva Certified HealthCare Corp. Equipment is a Sharp FO-DC500 Work Group Fax.

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Equipment Lease, dated 12/08/2006, between REVCO LEASING and Gentiva Certified HealthCare Corp. Equipment is a Sharp AR-NSXI Network scanner.

Equipment Lease, dated 12/08/2006, between REVCO LEASING and Gentiva Certified HealthCare Corp. Equipment is a Sharp FO-CS1 Paper Cassette.

Equipment Lease, dated 12/08/2006, between REVCO LEASING and Gentiva Certified HealthCare Corp. Equipment is a Sharp FO-CS1 Paper Cassette.

Equipment Lease, dated 12/08/2006, between REVCO LEASING and Gentiva Certified HealthCare Corp. Equipment is a Sharp FO-4400 Fax.

Equipment Lease, dated 12/08/2006, between REVCO LEASING and Gentiva Certified HealthCare Corp. Equipment is a Sharp AR-NSXI Network scanner.

Equipment Lease, dated 12/08/2006, between REVCO LEASING and Gentiva Certified HealthCare Corp. Equipment is a Sharp AR-FN6 Finisher.

Equipment Lease, dated 12/08/2006, between REVCO LEASING and Gentiva Certified HealthCare Corp. Equipment is a Sharp AR-DU4 Duplex Module.

Equipment Lease, dated 12/08/2006, between REVCO LEASING and Gentiva Certified HealthCare Corp. Equipment is a Sharp AR-DU4 Duplex Module.

Equipment Lease, dated 12/08/2006, between REVCO LEASING and Gentiva Certified HealthCare Corp. Equipment is a Sharp AR-D28 Paper Feeder.

Equipment Lease, dated 12/08/2006, between REVCO LEASING and Gentiva Certified HealthCare Corp. Equipment is a Sharp AR-D28 Paper Feeder.

Equipment Lease, dated 12/08/2006, between REVCO LEASING and Gentiva Certified HealthCare Corp. Equipment is a Sharp AR-EF2 Scanner.

Equipment Lease, dated 12/08/2006, between REVCO LEASING and Gentiva Certified HealthCare Corp. Equipment is a Sharp AR-EF2 Scanner.

Equipment Lease, dated 12/08/2006, between REVCO LEASING and Gentiva Certified HealthCare Corp. Equipment is a Sharp AR-M455N Digital Imager System.

Equipment Lease, dated 12/08/2006, between REVCO LEASING and Gentiva Certified HealthCare Corp. Equipment is a Sharp AR-M455N Digital Imager System.

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Equipment Lease, dated 01/01/2008, between XEROX CAPITAL and Gentiva Health Services (Certified), Inc. Equipment is a WC7328 Printer.

Equipment Lease, dated 07/19/2007, between GE CAPITAL and Gentiva Certified HealthCare Corp. Equipment is a Gestetner DSM745esp Copier System.

Equipment Lease, dated 07/19/2007, between GE CAPITAL and Gentiva Certified HealthCare Corp. Equipment is a Gestetner DSM735esp Copier System.

Equipment Lease, dated 07/19/2007, between GE CAPITAL and Gentiva Certified HealthCare Corp. Equipment is a Gestetner DSM755sp Copier System.

Equipment Lease, dated 07/19/2007, between GE CAPITAL and Total Care Home Health of North Carolina, Inc. Equipment is a Gestetner DSM755sp Copier System.

Equipment Lease, dated 07/19/2007, between GE CAPITAL and Total Care Home Health of North Carolina, Inc. Equipment is a Gestetner DSM755sp Copier System.

Equipment Lease, dated 07/19/2007, between GE CAPITAL and Gentiva Certified HealthCare Corp. Equipment is a Gestetner DSM745esp Copier System.

Equipment Lease, dated 07/19/2007, between GE CAPITAL and Capital CareResources of South Carolina, Inc. Equipment is a Gestetner DSM735esp Copier System.

Equipment Lease, dated 09/19/2007, between GE CAPITAL and Gentiva Health Services (Certified), Inc. Equipment is a Gestetner DSM735 Copier System.

Equipment Lease, dated 09/19/2007, between GE CAPITAL and Gentiva Certified HealthCare Corp. Equipment is a Gestetner DSM735 Copier System.

Equipment Lease, dated 09/19/2007, between GE CAPITAL and Gentiva Certified HealthCare Corp. Equipment is a Gestetner DSM745esp Copier System.

Equipment Lease, dated 09/19/2007, between GE CAPITAL and Gentiva Certified HealthCare Corp. Equipment is a Gestetner DSM725e Copier System.

Equipment Lease, dated 09/19/2007, between GE CAPITAL and Quality Care-USA, Inc. Equipment is a Gestetner DSM735esp Copier System.

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Equipment Lease, dated 09/19/2007, between GE CAPITAL and QC-Medi New York, Inc. Equipment is a Gestetner DSM735esp Copier System.

Equipment Lease, dated 09/19/2007, between GE CAPITAL and Quality Care-USA, Inc. Equipment is a Gestetner DSM735esp Copier System.

Equipment Lease, dated 10/19/2007, between GE CAPITAL and Gentiva Health Services (USA), Inc. Equipment is a Lanier 255sp Imager.

Equipment Lease, dated 10/19/2007, between GE CAPITAL and Gentiva Certified HealthCare Corp. Equipment is a Lanier 255sp Imager.

Equipment Lease, dated 10/19/2007, between GE CAPITAL and Gentiva Health Services (Certified), Inc. Equipment is a Gestetner DSM735esp Copier System.

Equipment Lease, dated 11/19/2007, between GE CAPITAL and Gentiva Health Services (USA), Inc. Equipment is a Gestetner DSM735esp Copier System.

Equipment Lease, dated 11/19/2007, between GE CAPITAL and Gentiva Certified HealthCare Corp. Equipment is a Gestetner DSM735esp Copier System.

Equipment Lease, dated 11/19/2007, between GE CAPITAL and Gentiva Health Services (USA), Inc. Equipment is a Gestetner DSM735esp Copier System.

Equipment Lease, dated 12/19/2007, between GE CAPITAL and Gentiva Certified HealthCare Corp. Equipment is a Gestetner DSM735esp Copier System.

Equipment Lease, dated 12/19/2007, between GE CAPITAL and Gentiva Certified HealthCare Corp. Equipment is a Gestetner DSC535 Color Copier System.

Equipment Lease, dated 12/19/2007, between GE CAPITAL and Gentiva Certified HealthCare Corp. Equipment is a Lanier 255sp Imager.

Equipment Lease, dated 12/19/2007, between GE CAPITAL and Gentiva Health Services (USA), Inc. Equipment is a Gestetner DSM735esp Copier System.

Equipment Lease, dated 01/19/2008, between GE CAPITAL and Gentiva Certified HealthCare Corp. Equipment is a Gestetner DSM735esp Copier System.

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Equipment Lease, dated 01/19/2008, between GE CAPITAL and Gentiva Health Services (USA), Inc. Equipment is a Gestetner DSM735esp Copier System.

Equipment Lease, dated 01/19/2008, between GE CAPITAL and Gentiva Health Services (Certified), Inc. Equipment is a Lanier 255sp Imager.

Equipment Lease, dated 01/19/2008, between GE CAPITAL and Healthfield Hospice Services, Inc. Equipment is a Gestetner DSM735esp Copier System.

Equipment Lease, dated 01/19/2008, between GE CAPITAL and Gentiva Certified HealthCare Corp. Equipment is a Gestetner DSM735esp Copier System.

Equipment Lease, dated 02/01/2008, between RICOH CORP and Total Care Home Health of North Carolina, Inc. Equipment is an LD255SP Copier.

Equipment Lease, dated 04/01/2008, between RICOH CORP and Gentiva Certified HealthCare Corp. Equipment is an LD040SP Copier.

Equipment Lease, dated 04/01/2008, between RICOH CORP and Gentiva Health Services (USA), Inc. Equipment is an LD040SP Copier.

Equipment Lease, dated 04/01/2008, between RICOH CORP and Mid-South Home Health Agency, Inc. Equipment is an LD275SP Copier.

Equipment Lease, dated 04/01/2008, between RICOH CORP and Gentiva Rehab Without Walls, LLC. Equipment is an LD255SP Copier.

Equipment Lease, dated 04/01/2008, between RICOH CORP and Hospice of the Emerald Coast, Inc. Equipment is an LD040SP Copier.

Equipment Lease, dated 04/01/2008, between RICOH CORP and Gentiva Rehab Without Walls, LLC. Equipment is an LD255SP Copier.

Equipment Lease, dated 04/01/2008, between RICOH CORP and Gentiva Health Services (Certified), Inc. Equipment is an 255SP Copier.

Equipment Lease, dated 04/01/2008, between RICOH CORP DLL and Healthfield Hospice Services, Inc. Equipment is an LD255SP Copier.

Equipment Lease, dated 04/01/2008, between RICOH CORP and Gentiva Rehab Without Walls, LLC. Equipment is an LD040SP Copier.

Equipment Lease, dated 04/01/2008, between RICOH CORP and Gentiva Rehab Without Walls, LLC. Equipment is an LD040SP Copier.

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Equipment Lease, dated 05/01/2008, between RICOH CORP and Gentiva Health Services (Certified), Inc. Equipment is an LD255SP Copier.

Equipment Lease, dated 05/01/2008, between RICOH CORP and Gentiva Certified HealthCare Corp. Equipment is an MP4000SP Copier.

Equipment Lease, dated 05/01/2008, between RICOH CORP and Gentiva Health Services (Certified), Inc. Equipment is an LD255SP Copier.

Equipment Lease, dated 05/01/2008, between RICOH CORP and Mid-South Home Health Agency, Inc. Equipment is an LD040SP Copier.

Equipment Lease, dated 05/01/2008, between RICOH CORP and Gentiva Certified HealthCare Corp. Equipment is an LD040SP Copier.

Equipment Lease, dated 05/01/2008, between RICOH CORP and Total Care Home Health of North Carolina, Inc. Equipment is an LD255SP Copier.

Equipment Lease, dated 05/01/2008, between RICOH CORP and Gentiva Health Services (Certified), Inc. Equipment is an MP4000SP Copier.

Equipment Lease, dated 05/01/2008, between RICOH CORP and QC-Medi New York, Inc. Equipment is an LD040SP Copier.

Equipment Lease, dated 05/01/2008, between RICOH CORP and Gentiva Health Services (USA), Inc. Equipment is an LD255SP Copier.

Equipment Lease, dated 05/01/2008, between RICOH CORP and Gentiva Certified HealthCare Corp. Equipment is an LD255SP Copier.

Equipment Lease, dated 05/01/2008, between RICOH CORP and Quality Care-USA, Inc. Equipment is an LD040SP Copier.

Equipment Lease, dated 05/01/2008, between RICOH CORP and Gentiva Health Services (USA), Inc. Equipment is an LD040SP Copier.

Equipment Lease, dated 05/01/2008, between RICOH CORP and Gentiva Health Services (USA), Inc. Equipment is an MP4000SP Copier.

Equipment Lease, dated 06/01/2008, between RICOH CORP and Home Health Care Affiliates of Mississippi, Inc. Equipment is an LD040SP Copier.

Equipment Lease, dated 06/01/2008, between RICOH CORP and Gentiva Health Services (USA), Inc. Equipment is an LD040SP Copier.

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Equipment Lease, dated 06/01/2008, between RICOH CORP and Mid-South Home Health Agency, LLC. Equipment is an LD050SP Copier.

Equipment Lease, dated 06/01/2008, between RICOH CORP and Gentiva Certified HealthCare Corp. Equipment is an LD040SP Copier.

Equipment Lease, dated 06/01/2008, between RICOH CORP and QC-Medi New York, Inc. Equipment is an MP4000 Copier.

Equipment Lease, dated 06/01/2008, between RICOH CORP and Home Health Care Affiliates of Mississippi, Inc. Equipment is an LD040SP Copier.

Equipment Lease, dated 06/01/2008, between RICOH CORP and Quality Care-USA, Inc. Equipment is an MP4000 Copier.

Equipment Lease, dated 06/01/2008, between RICOH CORP and Gentiva Health Services (USA), Inc. Equipment is an LD275SP Copier.

Equipment Lease, dated 06/01/2008, between RICOH CORP and Mid-South Home Health Agency, LLC. Equipment is an MP4000SP Copier.

Equipment Lease, dated 06/01/2008, between RICOH CORP and Wiregrass Hospice, LLC. Equipment is an MP4000SP Copier.

Equipment Lease, dated 06/01/2008, between RICOH CORP and Mid-South Home Health Agency, LLC. Equipment is an LD050 Copier.

Equipment Lease, dated 06/01/2008, between RICOH CORP and Wiregrass Hospice, LLC. Equipment is an MP4000SP Copier.

Equipment Lease, dated 06/01/2008, between RICOH CORP and Gentiva Certified HealthCare Corp. Equipment is an 5500SP Copier.

Equipment Lease, dated 06/01/2008, between RICOH CORP and Mid-South Home Health Agency, Inc. Equipment is an LD050SP Copier.

Equipment Lease, dated 07/01/2008, between RICOH CORP and Gentiva Certified HealthCare Corp. Equipment is an LD040SP Copier.

Equipment Lease, dated 07/01/2008, between RICOH CORP and Wiregrass Hospice, LLC. Equipment is an MP4000 Copier.

Equipment Lease, dated 07/01/2008, between Ricoh and Gentiva Health Services (USA), Inc. Equipment is an MP4000 Copier.

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Equipment Lease, dated 07/01/2008, between RICOH CORP and Gentiva Certified HealthCare Corp. Equipment is an LD040SP Copier.

Equipment Lease, dated 07/01/2008, between RICOH CORP and Gentiva Health Services (USA), Inc. Equipment is an LD040SP Copier.

Equipment Lease, dated 07/01/2008, between RICOH CORP and Gentiva Certified HealthCare Corp. Equipment is an MP4000 Copier.

Equipment Lease, dated 07/01/2008, between RICOH CORP and Gentiva Health Services (USA), Inc. Equipment is an MP4000 Copier.

Equipment Lease, dated 07/01/2008, between RICOH CORP and Gentiva Health Services (USA), Inc. Equipment is an LD040SP Copier.

Equipment Lease, dated 07/01/2008, between RICOH CORP and Wiregrass Hospice, LLC. Equipment is an MP4000 Copier.

Equipment Lease, dated 07/01/2008, between RICOH CORP and Gentiva Health Services (USA), Inc. Equipment is an LD040SP Copier.

Equipment Lease, dated 07/01/2008, between RICOH CORP and Gentiva Certified HealthCare Corp. Equipment is an LD050SP Copier.

Equipment Lease, dated 07/01/2008, between RICOH CORP and Wiregrass Hospice, LLC. Equipment is an MP4000 Copier.

Equipment Lease, dated 07/01/2008, between RICOH CORP and Quality Care-USA, Inc. Equipment is an LD040SP Copier.

Equipment Lease, dated 07/01/2008, between RICOH CORP and Access Home Health of Florida, Inc. Equipment is an LD050SP Copier.

Equipment Lease, dated 07/01/2008, between RICOH CORP and Wiregrass Hospice, LLC. Equipment is an MP4000SP Copier.

Equipment Lease, dated 07/01/2008, between RICOH CORP and Mid-South Home Health Agency, LLC. Equipment is an LD040SP Copier.

Equipment Lease, dated 07/01/2008, between RICOH CORP and QC-Medi New York, Inc. Equipment is an LD040SP Copier.

Equipment Lease, dated 07/01/2008, between RICOH CORP and Home Health Care Affiliates of Mississippi, Inc. Equipment is an LD040SP Copier.

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Equipment Lease, dated 07/01/2008, between RICOH CORP and Healthfield Hospice Services, Inc. Equipment is an LD040SP Copier.

Equipment Lease, dated 07/01/2008, between RICOH CORP and Home Health Care Affiliates of Mississippi, Inc. Equipment is an LD040SP Copier.

Equipment Lease, dated 07/01/2008, between RICOH CORP and Home Health Care Affiliates of Mississippi, Inc. Equipment is an LD040SP Copier.

Equipment Lease, dated 07/01/2008, between RICOH CORP and Home Health Care Affiliates of Mississippi, Inc. Equipment is an LD040SP Copier.

Equipment Lease, dated 07/01/2008, between RICOH CORP and Gentiva Health Services (USA), Inc. Equipment is an MP4000 Copier.

Equipment Lease, dated 07/01/2008, between RICOH CORP and Home Health Care Affiliates of Mississippi, Inc. Equipment is an LD040SP Copier.

Equipment Lease, dated 08/01/2008, between RICOH CORP and Healthfield of Southwest Georgia, Inc. Equipment is an LD425SP Copier.

Equipment Lease, dated 08/01/2008, between RICOH CORP and Wiregrass Hospice, LLC. Equipment is an LD050SP Copier.

Equipment Lease, dated 08/01/2008, between RICOH CORP and Gentiva Certified HealthCare Corp. Equipment is an LD040SP Copier.

Equipment Lease, dated 08/01/2008, between RICOH CORP and Gentiva Health Services (USA), Inc. Equipment is an LD040SP Copier.

Equipment Lease, dated 08/01/2008, between RICOH CORP and Gentiva Health Services (USA), Inc. Equipment is an MP2550 Copier.

Equipment Lease, dated 08/01/2008, between RICOH CORP and Mid-South Home Health Agency, Inc. Equipment is an LD040SP Copier.

Equipment Lease, dated 08/01/2008, between RICOH CORP and Healthfield Hospice Services, Inc. Equipment is an LD040SP Copier.

Equipment Lease, dated 08/01/2008, between RICOH CORP and Gentiva Health Services (Certified), Inc. Equipment is an LD040 Copier.

Equipment Lease, dated 08/01/2008, between RICOH CORP and Gentiva Certified HealthCare Corp. Equipment is an MP2550 Copier.

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Equipment Lease, dated 09/01/2008, between RICOH CORP and Gentiva Health Services (USA), Inc. Equipment is an LD335SP Copier.

Bonds

Bond #	Obligee	Bond Amount		Expiration Date
CMS219014	State of New York Dept of Insurance	$	1,000		12/31/10
CMS238609	State of Arizona Secretary of State	$	5,000		6/22/14
CMS227747	State of Arkansas Secretary of State	$	7,500		12/12/17
CMS216285	State of Nevada, Dept of Human Resources, Division of Aging	$	100,000		1/9/11
CMS227724	State of Kansas	$	7,500		8/18/10
CMS218507	Commonwealth of Massachusetts	$	24,000		6/1/11
CMS0219035	State of Nevada Commissioner of Insurance	$	100,000		6/29/11
CMS227748	State of Kansas	$	7,500		9/1/12
CMS238600	Florida Dept of State Notary Commission	$	7,500		8/14/12

Outstanding Odyssey Letters Of Credit

Royal Bank of Scotland issued $1,849,322.00 letter of credit with a maturity date of April 30, 2011 for the benefit of Fire Insurance, Co. of Pittsburgh, PA; and American Home Assurance Company, and The Insurance Company of the State of Pennsylvania; and Chartis Property Casualty Company, and Illinois National Insurance Co.; and Granite

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State Insurance Company, and AIU Insurance Company; and Chartis Casualty Company; and National Fire Insurance Co. of Louisiana; and New Hampshire Insurance Company.

ABN AMRO Bank, N.V. issued $8,027,802.00 letter of credit with a maturity date of May 1, 2011 for the benefit of Ace American Insurance Company.

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SCHEDULE 7.04(f)

FUNDAMENTAL CHANGES - SUBSIDIARIES

Subsidiary	Jurisdiction of Organization
Commonwealth Home Care, Inc.	MA
Kimberly Home Health Care, Inc.	MO
Partnersfirst Management, Inc.	FL
Quantum Health Resources, Inc.	DE
Quantum Care Network, Inc.	MA
QHR Southwest Business Trust	PA
The IV Clinic, Inc.	TX
The IV Clinic II, Inc.	TX
The IV Clinic III, Inc.	TX
CHMG of Columbus, Inc.	GA
ECT, Inc.	NC
Healthfield Care at Home, Inc.	GA
Healthfield Home Health of Athens, Inc.	GA
Healthfield Home Health of Augusta, Inc.	GA
Healthfield Home Health of North Georgia, Inc.	GA
Healthfield Rehab, Inc.	GA
Healthfield Services of Tennessee, Inc.	GA
Mid-South Care Services, Inc.	DE
The Hug Center of Atlanta, Inc.	GA

7.04(f)

SCHEDULE 7.05

PERMITTED DISPOSITION ENTITIES

Odyssey HealthCare of South Texas, LLC	717 N. Harwood, Suite 1500, Dallas, Texas 75201	Delaware	26-2529581
Odyssey HealthCare of Savannah, LLC	717 N. Harwood, Suite 1500, Dallas, Texas 75201	Delaware	26-0712052
Odyssey HealthCare of Augusta, LLC	717 N. Harwood, Suite 1500, Dallas, Texas 75201	Delaware	26-0711782
Odyssey HealthCare of Kansas City, LLC	717 N. Harwood, Suite 1500, Dallas, Texas 75201	Delaware	26-1174455
Gentiva Rehab Without Walls, LLC	3350 Riverwood Parkway, Suite 1400, Atlanta, GA 30339	Delaware	06-1725406

7.05

SCHEDULE 7.09

RESTRICTIONS

None.

7.09

SCHEDULE 10.02

ADDRESSES FOR NOTICES

Borrower:

Gentiva Health Services, Inc.

3350 Riverwood Parkway, Suite 1400

Atlanta, Georgia 30339

Attn: Eric A. Slusser, Chief Financial Officer

Telephone: 770-951-6101

Facsimile: 913-689-6588

Email: Eric.Slusser@gentiva.com

Borrower’s Website Address: www.Gentiva.com.

Gentiva Health Services, Inc.

3350 Riverwood Parkway, Suite 1400

Atlanta, Georgia 30339

Attn: John N. Camperlengo, General Counsel

Telephone: 770-951-6387

Facsimile: 913-814-4066

Email: john.camperlengo@gentiva.com

Borrower’s Website Address: www.Gentiva.com.

Administrative Agent:

DAILY OPERATIONS CONTACT (borrowings, interest payments, etc.):

Bank of America, N.A.

Name: Chris Mata

Telephone: 980-387-2471

Facsimile #: 704-719-5474

Email: christopher.m.mata@baml.com

Mailing Address

101 North Tryon Street

NC1-001-04-39

Charlotte, NC 28255

USD PAYMENT INSTRUCTIONS:

Bank of America

New York NY

ABA 026009593

Acct # 1366212250600

Acct Name: Corporate Credit Services

Ref: GENTIVA HEALTH SERVICES

10.02

Swing Line Lender:

Bank of America, N.A.

Name:	Chris Mata
Telephone:	980-387-2471
Facsimile #:	704-719-5474
Email: christopher.m.mata@baml.com

Mailing Address

101 North Tryon Street

NC1-001-04-39

Charlotte, NC 28255

USD PAYMENT INSTRUCTIONS:

Bank of America

New York NY

ABA 026009593

Acct # 1366212250600

Acct Name: Corporate Credit Services

Ref: GENTIVA HEALTH SERVICES

Other Notices:

Agency Management

Bank of America, N.A.

Name:	Aamir Saleem
Telephone:	415.436.2769
Facsimile #:	415.503.5089
Email: aamir.saleem@baml.com

Mailing Address

1455 Market Street, 5th Floor

CA5-701-05-19

San Francisco, CA 94103

With copy to:

Corporate Debt Products

Bank of America, N.A.

Name:	Alysa Trakas
Telephone:	980.387.2640
Facsimile #:	704.409.0936
Email: alysa.a.trakas@baml.com

Mailing Address

100 N. Tryon Street

NC1-007-17-11

Charlotte, NC 28255

10.02

L/C Issuer:

Bank of America, N.A.
Name:	John Yzeik
Telephone:	570.330.4315
Facsimile #:	570.330.4186
Email: john.p.yzeik@baml.com

Mailing Address

1 FLEET WAY

PA6-580-02-30

Scranton, PA 18507

10.02

EXHIBIT A

FORM OF COMMITTED LOAN NOTICE

Date:                     ,             

To: Bank of America, N.A., as Administrative Agent

Ladies and Gentlemen:

Reference is made to 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 Gentiva Health Services, Inc., a Delaware corporation (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.

The undersigned hereby requests (select one):

¨ A Borrowing of [Revolving Credit][Term A][Term B] Loans

¨ A conversion or continuation of [Revolving Credit][Term A][Term B] Loans

1. On                                          (a Business Day).

2. In the amount of $                                                     

3. Comprised of                                                          

                                             [Type of Loan requested]

4. For Eurodollar Rate Loans: with an Interest Period of                      months.

[The Revolving Credit Borrowing requested herein complies with the proviso to the first sentence of Section 2.01(c) of the Agreement.]¹

¹  Include this sentence in the case of a Revolving Credit Borrowing.

Exhibit A

Form of Committed Loan Notice

The Borrower hereby represents and warrants that the conditions specified in Sections 4.02(a), (b) and (c) of the Agreement shall be satisfied on and as of the date of the applicable Credit Extension.

GENTIVA HEALTH SERVICES, INC.
By:
	Name:
	Title:

Exhibit A

Form of Committed Loan Notice

EXHIBIT B

FORM OF SWING LINE LOAN NOTICE

Date:                     ,             

To: Bank of America, N.A., as Swing Line Lender

Bank of America, N.A., as Administrative Agent

Ladies and Gentlemen:

Reference is made to 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 Gentiva Health Services, Inc., a Delaware corporation (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.

The undersigned hereby requests a Swing Line Loan:

1. On                                                       (a Business Day).

2. In the amount of $                                                 .

The Swing Line Borrowing requested herein complies with the requirements of the provisos to the first sentence of Section 2.04(a) of the Agreement.

The Borrower hereby represents and warrants that the conditions specified in Sections 4.02(a) and (b) of the Agreement shall be satisfied on and as of the date of the applicable Credit Extension.

GENTIVA HEALTH SERVICES, INC.
By:
	Name:
	Title:

Exhibit B

Form of Swing Line Loan Notice

EXHIBIT C-1

FORM OF TERM NOTE

                     ,             

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.

The Borrower promises to pay interest on the unpaid principal amount of the Term [A][B] Loan made by the Lender from the date of such Loan until such principal amount is paid in full, at such interest rates and at such times as provided in the Agreement. All payments of principal and interest shall be made to the Administrative Agent for the account of the Lender in Dollars in immediately available funds at the Administrative Agent’s Office. If any amount is not paid in full when due hereunder, such unpaid amount shall bear interest, to be paid upon demand, from the due date thereof until the date of actual payment (and before as well as after judgment) computed at the per annum rate set forth in the Agreement.

This Term [A][B] Note is one of the Notes referred to in the Agreement, is entitled to the benefits thereof and may be prepaid in whole or in part subject to the terms and conditions provided therein. This Note is also entitled to the benefits of the Guaranty and is secured by the Collateral. Upon the occurrence and continuation of one or more of the Events of Default specified in the Agreement, all amounts then remaining unpaid on this Note shall become, or may be declared to be, immediately due and payable all as provided in the Agreement. The Term [A][B] Loan made by the Lender shall be evidenced by one or more loan accounts or records maintained by the Lender in the ordinary course of business. The Lender may also attach schedules to this Note and endorse thereon the date, amount and maturity of its Loans and payments with respect thereto.

The Borrower, for itself, its successors and assigns, hereby waives diligence, presentment, protest and demand and notice of protest, demand, dishonor and non-payment of this Note.

Exhibit C-1

Form of Term Note

THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

GENTIVA HEALTH SERVICES, INC.
By:
	Name:
	Title:

Exhibit C-1

Form of Term Note

LOANS AND PAYMENTS WITH RESPECT THERETO

Date Type of
Loan Made Amount of
Loan Made End of
Interest
Period Amount of
Principal or
Interest Paid
This Date Outstanding
Principal
Balance This
Date Notation
Made By

Exhibit C-1

Form of Term Note

EXHIBIT C-2

FORM OF REVOLVING CREDIT NOTE

                     ,             

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 [            ], 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.

The Borrower promises to pay interest on the unpaid principal amount of each Revolving Credit Loan from the date of such Loan until such principal amount is paid in full, at such interest rates and at such times as provided in the Agreement. Except as otherwise provided in Section 2.04(f) of the Agreement with respect to Swing Line Loans, all payments of principal and interest shall be made to the Administrative Agent for the account of the Lender in Dollars in immediately available funds at the Administrative Agent’s Office. If any amount is not paid in full when due hereunder, such unpaid amount shall bear interest, to be paid upon demand, from the due date thereof until the date of actual payment (and before as well as after judgment) computed at the per annum rate set forth in the Agreement.

This Revolving Credit Note is one of the Notes referred to in the Agreement, is entitled to the benefits thereof and may be prepaid in whole or in part subject to the terms and conditions provided therein. This Note is also entitled to the benefits of the Guaranty and is secured by the Collateral. Upon the occurrence and continuation of one or more of the Events of Default specified in the Agreement, all amounts then remaining unpaid on this Note shall become, or may be declared to be, immediately due and payable all as provided in the Agreement. Revolving Credit Loans made by the Lender shall be evidenced by one or more loan accounts or records maintained by the Lender in the ordinary course of business. The Lender may also attach schedules to this Note and endorse thereon the date, amount and maturity of its Revolving Credit Loans and payments with respect thereto.

The Borrower, for itself, its successors and assigns, hereby waives diligence, presentment, protest and demand and notice of protest, demand, dishonor and non-payment of this Note.

Exhibit C-2

Form of Revoling Credit Note

THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

GENTIVA HEALTH SERVICES, INC.
By:
	Name:
	Title:

Exhibit C-2

Form of Revoling Credit Note

LOANS AND PAYMENTS WITH RESPECT THERETO

Date Type of
Loan Made Amount of
Loan Made End of
Interest
Period Amount of
Principal or
Interest Paid
This Date Outstanding
Principal
Balance This
Date Notation
Made By

Exhibit C-2

Form of Revoling Credit Note

EXHIBIT D

FORM OF COMPLIANCE CERTIFICATE

Financial Statement Date:                     ,             

To: Bank of America, N.A., as Administrative Agent

Ladies and Gentlemen:

Reference is made to 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 Gentiva Health Services, Inc., a Delaware corporation (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.

The undersigned Responsible Officer hereby certifies in his official capacity and not individually as of the date hereof that he/she is the                      of the Borrower, and that, as such, he/she is authorized to execute and deliver this Compliance Certificate to the Administrative Agent on the behalf of the Borrower, and that:

[Use following paragraph 1 for fiscal year-end financial statements]

1. The Borrower has delivered (i)the year-end audited financial statements required by Section 6.01(a) of the Agreement for the fiscal year of the Borrower ended as of the above date, together with the report and opinion of an independent certified public accountant required by such section and (ii) the consolidating balance sheet of the Borrower and its Subsidiaries as at the end of such fiscal year and the related consolidating statements of income or operations, shareholders’ equity and cash flows for such fiscal year. Such consolidating statements are fairly stated in all material respects when considered in relation to the consolidated financial statements of the Borrower and its Subsidiaries.

[Use following paragraph 1 for fiscal quarter-end financial statements]

1. The Borrower has delivered the unaudited financial statements required by Section 6.01(b) of the Agreement for the fiscal quarter of the Borrower ended as of the above date. Such consolidated financial statements fairly present in all material respects the financial condition, results of operations and cash flows of the Borrower and its Subsidiaries in accordance with GAAP as at such date and for such period, subject only to normal year-end audit adjustments and the absence of footnotes and such consolidating financial statements are fairly stated in all material respects when considered in relation to the consolidated financial statements of the Borrower and its Subsidiaries.

2. The undersigned has reviewed and is familiar with the terms of the Agreement and has made, or has caused to be made under his/her supervision, a detailed review of the transactions and financial condition of the Borrower during the accounting period covered by such financial statements.

Exhibit D

Form of Compliance Certificate

3. A review of the activities of the Borrower during such fiscal period has been made under the supervision of the undersigned with a view to determining whether during such fiscal period the Borrower performed and observed all its Obligations under the Loan Documents, and

[select one:]

[to the knowledge of the undersigned, during such fiscal period the Borrower performed and observed each covenant and condition of the Loan Documents applicable to it, and no Default has occurred and is continuing.]

—or—

[to the knowledge of the undersigned, the following covenants or conditions have not been performed or observed and the following is a list of each such Default and its nature and status:]

4. The representations and warranties of the Borrower contained in Article V of the Agreement and all representations and warranties of any Loan Party that are contained in any document furnished at any time under or in connection with the Loan Documents, are true and correct in all material respects (unless otherwise qualified by materiality or the occurrence of a Material Adverse Effect) on and as of the date hereof, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects (unless otherwise qualified by materiality or the occurrence of a Material Adverse Effect) as of such earlier date, and except that for purposes of this Compliance Certificate, the representations and warranties contained in clauses (a) and (b) of Section 5.05 of the Agreement shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01 of the Agreement, including the statements in connection with which this Compliance Certificate is delivered.

5. The financial covenant analyses and information (such information based on the financial statements delivered pursuant to Sections 6.01(a) and 6.01(b) of the Agreement) set forth on Schedules 1 and 2 attached hereto are true and accurate on and as of the date of this Compliance Certificate.

IN WITNESS WHEREOF, the undersigned has executed this Compliance Certificate as of                     ,                     .

Exhibit D

Form of Compliance Certificate

GENTIVA HEALTH SERVICES, INC.
By:
	Name:
	Title:

Exhibit D

Form of Compliance Certificate

For the Quarter/Year ended                     ,             

                                             (“Statement Date”)

SCHEDULE 1²

to the Compliance Certificate

($ in 000’s)

I.       Section 7.11 (a) – Consolidated Interest Coverage Ratio.
A.     Consolidated EBITDA for Measurement Period ending on above date (“Subject Period”):3	$	______
1.      Consolidated Net Income for Subject Period:	$	______
2.      Consolidated Interest Charges for Subject Period:	$	______
3.      Provision for income taxes for Subject Period:	$	______
4.      Depreciation expenses for Subject Period:	$	______
5.      Amortization expenses for Subject Period:	$	______
6.      Extraordinary, unusual or non-recurring charges or losses reducing Consolidated Net Income related to settlement of litigation existing on the Closing Date:	$	______
7.      Other extraordinary, unusual or non-recurring expenses reducing Consolidated Net Income for Subject Period:	$	______
8.      Any other non-cash charges or losses for Subject Period:	$	______
9.      Costs associated with the Transactions for Subject Period:	$	______
10.    Anticipated cost savings and synergies attributable to the Transactions (limited to $19.0 million, reduced by $4.75 million following each full fiscal quarter following the Closing Date):	$	______
11.    Expenses incurred to the extent covered by indemnification provisions in any agreement in connection with a Permitted	$	______

²  In the event of any inconsistency between this Exhibit and the Credit Agreement itself, the terms of the Credit Agreement shall govern and control.

³  To be updated in accordance with negotiated financial definitions and covenants.

Exhibit D

Form of Compliance Certificate

Acquisition for a Subject Period:
12.    Expenses with respect to liability or casualty events or business interruption for the Subject Period:	$	______
13.    Non-cash purchase accounting adjustment and any writedowns or impairment losses with respect to the valuation of long-lived assets to the extent deducted in calculating Consolidated Net Income for the Subject Period:	$	______
14.    Non-cash losses from joint ventures and non-cash minority interest reductions for the Subject Period:	$	______
15.    Income tax credits for Subject Period:	$	______
16.    Non-cash increases to Consolidated Net Income for Subject Period:	$	______
17.    Extraordinary, unusual or non-recurring income or gain increasing Consolidated Net Income for Subject Period:	$	______
18.    Consolidated EBITDA (Lines I.A.1 + 2 + 3 + 4 + 5 + 6 + 7 + 8 + 9 + 10 + 11 + 12 + 13 +14 – 15 – 16 - 17):	$	______
B.     Consolidated Interest Charges for Subject Period:	$	______
C.     Consolidated Interest Coverage Ratio (Line I.A.18 ÷ Line I.B):		____ to 1
Minimum required:

Four Fiscal Quarters Ending	Minimum Consolidated Interest Coverage Ratio
January 2, 2011	2.75 to 1.00
Each quarter of fiscal year 2011	2.75 to 1.00
Each quarter of fiscal year 2012	2.75 to 1.00
Each quarter of fiscal year 2013	3.00 to 1.00
Each fiscal quarter thereafter	3.00 to 1.00

II.     Section 7.11 (b) – Consolidated Leverage Ratio.
A.     Consolidated Funded Indebtedness at Statement Date	$	______
B.     Consolidated EBITDA for Subject Period (Line I.A.14 above):	$	______
C.     Consolidated Leverage Ratio (Line II.A ÷ Line II.B):		____ to 1

Exhibit D

Form of Compliance Certificate

Maximum permitted:

Four Fiscal Quarters Ending	Maximum Consolidated Leverage Ratio
Closing Date through third fiscal quarter of fiscal year 2011	4.75 to 1.00
Fourth fiscal quarter of fiscal year 2011 through third fiscal quarter of 2012	4.50 to 1.00
Fourth fiscal quarter of fiscal year 2012 through third fiscal quarter of 2013	3.75 to 1.00
Fourth fiscal quarter of 2013 and thereafter	3.00 to 1.00

III. Section 7.12 — Capital Expenditures.
A.     Capital Expenditures made during fiscal year to date:	$	______
B.     Maximum permitted Capital Expenditures:
1.      Total revenues of fiscal year of Borrower and its Subsidiaries	$	______
2.      1.5% of III.B.1	$	______
3.      Maximum permitted Capital Expenditure (III.B.2 * III.B.1)	$	______
D.     Excess (deficient) for covenant compliance (Line III.B – III.A):	$	______
Amount to be carried over to next fiscal year (maximum of $12,500,000)	$	______
Maximum permitted:
1.5% of the total revenues of the Borrower and its Subsidiaries on a consolidated basis for any fiscal year

Exhibit D

Form of Compliance Certificate

For the Quarter/Year ended                     (“Statement Date”)

SCHEDULE 2

to the Compliance Certificate

($ in 000’s)

Consolidated EBITDA

(in accordance with the definition of Consolidated EBITDA

as set forth in the Agreement)

Consolidated EBITDA	Quarter Ended	Quarter Ended	Quarter Ended	Quarter Ended	Twelve Months Ended
Consolidated Net Income
+ Consolidated Interest Charges
+ Provision for income taxes
+ Depreciation expenses
+ Amortization expenses
+Extraordinary, unusual or non-recurring income related to settlement of litigation existing on the Closing Date (not to exceed $15,000,000 in any Measurement Period)
+ Other extraordinary, unusual or non-recurring expenses (not to exceed $10,000,000 in any fiscal year)
+ Any other non-cash charges
+ Costs associated with the Transactions

Exhibit D

Form of Compliance Certificate

	Quarter Ended	Quarter Ended	Quarter Ended	Quarter Ended	Twelve Months Ended
+ Anticipated cost savings and synergies (not to exceed $19.0 million, reduced by $4.75 million following each full fiscal quarter following the Closing Date)
+ Expenses covered by indemnification provisions in any agreement in connection with a Permitted Acquisition
+ Expenses with respect to liability or casualty events or business interruption
+ Non-cash purchase accounting adjustment and any writedowns or impairment losses with respect to the valuation of long-lived assets to the extent deducted in calculating Consolidated Net Income
+ Non-cash losses from joint ventures and non-cash minority interest reductions
- Income tax credits
- Non-cash increases to Consolidated Net Income:
- Extraordinary, unusual or non-recurring income or gain increasing Consolidated Net Income
= Consolidated EBITDA

Exhibit D

Form of Compliance Certificate

EXHIBIT E-1

ASSIGNMENT AND ASSUMPTION

This Assignment and Assumption (this “Assignment and Assumption”) is dated as of the Effective Date set forth below and is entered into by and between [the][each] Assignor identified in item 1 below ([the][each, an] “Assignor”) and [the][each] Assignee identified in item 2 below ([the][each, an] “Assignee”). [It is understood and agreed that the rights and obligations of [the Assignors][the Assignees] hereunder are several and not joint.] Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Assumption as if set forth herein in full.

For an agreed consideration, [the][each] Assignor hereby irrevocably sells and assigns to [the Assignee][the respective Assignees], and [the][each] Assignee hereby irrevocably purchases and assumes from [the Assignor][the respective Assignors], subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below (i) all of [the Assignor’s][the respective Assignors’] rights and obligations in [its capacity as a Lender][their respective capacities as Lenders] under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of [the Assignor][the respective Assignors] under the respective facilities identified below (including, without limitation, the Letters of Credit and the Swing Line Loans included in such facilities) and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of [the Assignor (in its capacity as a Lender)][the respective Assignors (in their respective capacities as Lenders)] against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned by [the][any] Assignor to [the][any] Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as [the][an] “Assigned Interest”). Each such sale and assignment is without recourse to [the][any] Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by [the][any] Assignor.

1.      Assignor[s]:        

2.      Assignee[s]:        

[for each Assignee, indicate [Affiliate][Approved Fund] of [identify Lender]]

Exhibit E-1

Assignment and Assumption

3.      Borrower:Gentiva Health Services, Inc.

4.      Administrative Agent: Bank of America, N.A., as the administrative agent under the Credit Agreement

5.      Credit Agreement: Credit Agreement, dated as of [            ] 2010, among Gentiva Health Services, Inc., the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent, L/C Issuer and Swing Line Lender

6.      Assigned Interest:

Assignor[s]4	Assignee[s]5	Facility Assigned6		Aggregate Amount of Commitment/Loans for all Lenders7		Amount of Commitment/ Loans Assigned		Percentage Assigned of Commitment/ Loans8			CUSIP Number
			__________		$__________		$_________		____________	%
			__________		$__________		$_________		____________	%
			__________		$__________		$_________		____________	%

[7.    Trade Date:                                 ]⁹

Effective Date:                     , 20            [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.]

The terms set forth in this Assignment and Assumption are hereby agreed to:

⁴  List each Assignor, as appropriate.

⁵  List each Assignee, as appropriate.

⁶  Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g. “Revolving Credit Commitment,” “Term A Commitment,” etc.).

⁷  Amounts in this column and in the column immediately to the right to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date.

⁸  Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder.

⁹  To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date.

Exhibit E-1

Assignment and Assumption

ASSIGNOR

[NAME OF ASSIGNOR]

By:

Name:

Title:

ASSIGNEE

[NAME OF ASSIGNEE]

By:

Name:

Title:

[Consented to and]¹⁰ Accepted:

BANK OF AMERICA, N.A., as

Administrative Agent

By:

Name:

Title:

[Consented to:]¹¹

By:

Name:

Title:

¹⁰  To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.

¹¹  To be added only if the consent of the Borrower and/or other parties (e.g. Swing Line Lender, L/C Issuer) is required by the terms of the Credit Agreement.

Exhibit E-1

Assignment and Assumption

ANNEX 1 TO ASSIGNMENT AND ASSUMPTION

STANDARD TERMS AND CONDITIONS FOR

ASSIGNMENT AND ASSUMPTION

1. Representations and Warranties.

1.1. Assignor. [The][Each] Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of [the][[the relevant] Assigned Interest, (ii) [the][such] Assigned Interest is free and clear of any lien, encumbrance or other adverse claim and (iii) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby; and (b) assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection with the Credit Agreement or any other Loan Document, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Documents or any collateral thereunder, (iii) the financial condition of the Borrower, any of its Subsidiaries or Affiliates or any other Person obligated in respect of any Loan Document or (iv) the performance or observance by the Borrower, any of its Subsidiaries or Affiliates or any other Person of any of their respective obligations under any Loan Document.

1.2. Assignee. [The][Each] Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it meets all requirements of an Eligible Assignee under the Credit Agreement (subject to such consents, if any, as may be required under Section 10.06(b)(iii) of the Credit Agreement), (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of [the][the relevant] Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it is sophisticated with respect to decisions to acquire assets of the type represented by [the][such] Assigned Interest and either it, or the Person exercising discretion in making its decision to acquire [the][such] Assigned Interest, is experienced in acquiring assets of such type, (v) it has received a copy of the Credit Agreement, together with copies of the most recent financial statements delivered pursuant to Section 6.01 thereof, as applicable, and such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase [the][such] Assigned Interest, on the basis of which it has made such analysis and decision independently and without reliance upon the Administrative Agent or any other Lender, and (vi) if it is a Foreign Lender, attached hereto is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement, duly completed and executed by [the][such] Assignee; and (b) agrees that (i) it will, independently and without reliance upon the Administrative Agent, [the][any] Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender.

2. Payments. From and after the Effective Date, the Administrative Agent shall make all payments in respect of [the][each] Assigned Interest (including payments of

Exhibit E-1

Assignment and Assumption

principal, interest, fees and other amounts) to [the][the relevant] Assignor for amounts which have accrued to but excluding the Effective Date and to [the][the relevant] Assignee for amounts which have accrued from and after the Effective Date.

3. General Provisions.

3.1 In accordance with Section 10.06 of the Credit Agreement, upon execution, delivery and acceptance of this Assignment and Assumption, from and after the Effective Date, [the][any] Assignor shall, to the extent of the Assigned Interest assigned pursuant to this Assignment and Assumption, be released from its obligations under the Credit Agreement (and, in the case that this Assignment and Assumption covers all of [the][any] Assignor’s rights and obligations under the Credit Agreement, [the][any] Assignor shall cease to be a party to the Credit Agreement but shall continue to be entitled to the benefits of Sections 3.01, 3.04, 3.05 and 10.04 thereof with respect to facts and circumstances occurring prior to the effective date of this assignment).

3.2 This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by facsimile or electronic transmission shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption and all of said counterparts taken together shall be deemed to constitute one and the same instrument, governed by, and construed in accordance with, the laws of the State of New York.

Exhibit E-1

Assignment and Assumption

EXHIBIT E-2

FORM OF ADMINISTRATIVE QUESTIONNAIRE

FAX ALONG WITH COMMITMENT LETTER TO:                                                                                                                          

                                                                              FAX #                                                                                                                          

I. Borrower Name:                                                                                                                                                                                    

                                       $                                                                           Type of Facility                                                                     

II. Legal Name of Lender of Record for Signature Page:

• Signing Credit Agreement                 YES                 NO

• Coming in via Assignment                 YES                 NO

III. Type of Lender:                                                                                                                                                                                     

(Bank, Asset Manager, Broker/Dealer, CLO/CDO, Finance Company, Hedge Fund, Insurance, Mutual Fund, Pension Fund, Other Regulated Investment Fund, Special Purpose Vehicle, Other – please specify)

IV. Domestic Address: V. Eurodollar Address:

VI. Contact Information:

Syndicate level information (which may contain material non-public information about the Borrower and its related parties or their respective securities will be made available to the Credit Contact(s). The Credit Contacts identified must be able to receive such information in accordance with his/her institution’s compliance procedures and applicable laws, including Federal and State securities laws.

	Credit Contact	Primary Operations Contact	Secondary Operations Contact
Name:
Title:
Address:
Telephone:
Facsimile:

Exhibit E-2

Form of Administrative Questionnaire

E-Mail Address:

IntraLinks E-Mail Address:

Does Secondary Operations Contact need copy of notices?              YES              NO

	Letter of Credit Contact	Draft Documentation Contact	Legal Counsel
Name:
Title:
Address:
Telephone:
Facsimile:
E-Mail Address:

VII. Lender’s Letter of Credit and Bankers’ Acceptance Fed Wire Payment Instructions (if applicable):

Pay to:
	(Bank Name)
	(ABA #)
	(Account #)
	(Attention)

VIII. Lender’s Fed Wire Payment Instructions:

Pay to:
	(Bank Name)
	(ABA #)                                                                                                      (City/State)
	(Account #)                                                                                            (Account Name)
	(Attention)

Exhibit E-2

Form of Administrative Questionnaire

IX. Organizational Structure and Tax Status

Please refer to the enclosed withholding tax instructions below and then complete this section accordingly:

Lender Taxpayer Identification Number (TIN):                           -                              

Tax Withholding Form Delivered to Bank of America*:

                  W-9

                  W-8BEN

                  W-8ECI

                  W-8EXP

                  W-8IMY

	Tax Contact
Name:
Title:
Address:
Telephone:
Facsimile:
E Mail Address:

NON–U.S. LENDER INSTITUTIONS

1. Corporations:

If your institution is incorporated outside of the United States for U.S. federal income tax purposes, and is the beneficial owner of the interest and other income it receives, you must complete one of the following three tax forms, as applicable to your institution: a.) Form W-8BEN (Certificate of Foreign Status of Beneficial Owner), b.) Form W-8ECI (Income Effectively Connected to a U.S. Trade or Business), or c.) Form W-8EXP (Certificate of Foreign Government or Governmental Agency).

A U.S. taxpayer identification number is required for any institution submitting a Form W-8 ECI. It is also required on Form W-8BEN for certain institutions claiming the benefits of a tax treaty with the U.S. Please refer to the instructions when completing the form applicable to your institution. In addition, please be advised that U.S. tax regulations do not permit the acceptance of faxed forms. An original tax form must be submitted.

Exhibit E-2

Form of Administrative Questionnaire

2. Flow-Through Entities

If your institution is organized outside the U.S., and is classified for U.S. federal income tax purposes as either a Partnership, Trust, Qualified or Non-Qualified Intermediary, or other non-U.S. flow-through entity, an original Form

W-8IMY (Certificate of Foreign Intermediary, Foreign Flow-Through Entity, or Certain U.S. branches for United States Tax Withholding) must be completed by the intermediary together with a withholding statement. Flow-through entities other than Qualified Intermediaries are required to include tax forms for each of the underlying beneficial owners.

Please refer to the instructions when completing this form. In addition, please be advised that U.S. tax regulations do not permit the acceptance of faxed forms. Original tax form(s) must be submitted.

U.S. LENDER INSTITUTIONS:

If your institution is incorporated or organized within the United States, you must complete and return Form W-9 (Request for Taxpayer Identification Number and Certification). Please be advised that we require an original form W-9.

Pursuant to the language contained in the tax section of the Credit Agreement, the applicable tax form for your institution must be completed and returned on or prior to the date on which your institution becomes a lender under this Credit Agreement. Failure to provide the proper tax form when requested will subject your institution to U.S. tax withholding.

* Additional guidance and instructions as to where to submit this documentation can be found at this link:

X. Bank of America Payment Instructions:

Pay to:     Bank of America, N.A.

ABA # [                               ]

[                                             ]

Acct. # [                        ]

Attn: [                                   ]

Ref: [                                    ]

.

Exhibit E-2

Form of Administrative Questionnaire

EXHIBIT F

FORM OF GUARANTY

[To be attached]

Exhibit F

Form of Guaranty

EXECUTION VERSION

GUARANTY

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).

Reference is made to that certain Credit Agreement, dated as of August 17, 2010 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), by and among Gentiva Health Services, Inc. a Delaware corporation (the “Borrower”), each lender from time to time party thereto (collectively, the “Lenders” and individually, a “Lender”) and Bank of America, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer. Capitalized terms used and not defined herein (including, without limitation, the term “Obligations,” as used in Section 1 and elsewhere herein) are used with the meanings assigned to such terms in the Credit Agreement.

The Lenders have agreed to make Loans to the Borrower, and the L/C Issuer has agreed to issue Letters of Credit for the account of the Borrower or its Subsidiaries, in each case pursuant to, and upon the terms and subject to the conditions specified in, the Credit Agreement. Each Guarantor is a Subsidiary of the Borrower and acknowledges that it has derived and will derive substantial benefit from the making of the Loans by the Lenders to the Borrower and the issuance of the Letters of Credit by the L/C Issuer for the account of the Borrower or its Subsidiaries. As consideration therefor and in order to induce the Lenders to make Loans and the L/C Issuer to issue Letters of Credit, each Guarantor is willing to execute this Guaranty.

Accordingly, the parties hereto agree as follows:

SECTION 1. Guaranty. Each Guarantor hereby absolutely and unconditionally, jointly and severally, guarantees, as a guaranty of payment and performance and not merely as a guaranty of collection, prompt payment when due, whether at stated maturity, by required prepayment, upon acceleration, demand or otherwise, and at all times thereafter, of any and all of the Obligations, whether for principal, interest, premiums, fees, indemnities, damages, costs, expenses or otherwise, of the Borrower to the Secured Parties, and whether arising hereunder or under any other Loan Document, any Secured Cash Management Agreement or any Secured Hedge Agreement (including all renewals, extensions, amendments and other modifications thereof and all reasonable and documented costs, attorneys’ fees and expenses of one outside counsel, one local counsel in each relevant jurisdiction and one regulatory counsel incurred by the Secured Parties in connection with the collection or enforcement thereof). The Administrative Agent’s books and records showing the amount of the Obligations shall be admissible in evidence in any action or proceeding, and shall be binding upon each Guarantor, and conclusive (absent manifest error) for the purpose of establishing the amount of the Obligations. This Guaranty shall not be affected by the genuineness, validity, regularity or enforceability of the Obligations or any instrument or agreement evidencing any Obligations, or

by the existence, validity, enforceability, perfection, non-perfection or extent of any collateral therefor, or by any fact or circumstance relating to the Obligations which might otherwise constitute a defense to the obligations of the Guarantors under this Guaranty, and each Guarantor hereby irrevocably waives any defenses (other than the defense of payment and the benefit of any statute of limitations) it may now have or hereafter acquire in any way relating to any or all of the foregoing. It is agreed that the occurrence of any one or more of the following shall not alter or impair the liability of the Guarantors hereunder which shall remain absolute and unconditional under any and all circumstances as described above:

a) at any time or from time to time, without notice to the Guarantors, the time for any performance of or compliance with any of the Obligations shall be extended, or such performance or compliance shall be waived;

b) any of the acts mentioned in any of the provisions of the Loan Documents, if any, or any other agreement or instrument referred to herein or therein shall be done or omitted;

c) the maturity of any of the Obligations shall be accelerated, or any of the Obligations shall be amended in any respect, or any right under the Loan Documents or any other agreement or instrument referred to herein or therein shall be amended or waived in any respect or any other guarantee of any of the Obligations or any security therefor shall be released or exchanged in whole or in part or otherwise dealt with;

d) any Lien or security interest granted to, or in favor of, the L/C Issuer or any Lender or the Administrative Agent as security for any of the Obligations shall fail to be perfected; or

e) the release of any other Guarantor.

This Guaranty shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to any right of offset with respect to the Obligations at any time or from time to time held by Secured Parties, and the obligations and liabilities of the Guarantors hereunder shall not be conditioned or contingent upon the pursuit by the Secured Parties or any other person at any time of any right or remedy against the Borrower or against any other person which may be or become liable in respect of all or any part of the Obligations or against any collateral security or guarantee therefor or right of offset with respect thereto. This Guaranty shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Guarantors and the successors and permitted assigns thereof, and shall inure to the benefit of the Secured Parties, and their respective successors and permitted assigns, notwithstanding that from time to time during the term of this Guaranty there may be no Obligations (other than unmatured contingent indemnification obligations) outstanding.

SECTION 2. Remedies. the Guarantors, jointly and severally, agree that, as between the Guarantors and the Lenders, the Obligations, if any, may be declared to be forthwith due and payable (and shall be deemed to have become automatically due and payable in the circumstances provided in Section 8.01 of the Credit Agreement) for purposes of Section 1, notwithstanding any stay, injunction or other prohibition preventing such declaration (or such

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obligations from becoming automatically due and payable) as against the Borrower and that, in the event of such declaration (or such obligations being deemed to have become automatically due and payable), such obligations (whether or not due and payable by the Borrower) shall forthwith become due and payable by the Guarantors for purposes of Section 1.

SECTION 3. Instrument for the Payment of Money. Each Guarantor hereby acknowledges that this Guaranty constitutes an instrument for the payment of money, and consents and agrees that any Lender or the Administrative Agent, at its sole option, in the event of a dispute by such Guarantor in the payment of any moneys due hereunder, shall have the right to bring a motion-action under New York CPLR Section 3213.

SECTION 4. Rights of Lenders. Each Guarantor consents and agrees that the Secured Parties may, at any time and from time to time, without notice or demand, and without affecting the enforceability or continuing effectiveness hereof: (a) amend, extend, renew, compromise, discharge, accelerate or otherwise change the time for payment or the terms of the Obligations or any part thereof; (b) take, hold, exchange, enforce, waive, release, fail to perfect, sell, or otherwise dispose of any security for the payment of this Guaranty or any Obligations; (c) apply such security and direct the order or manner of sale thereof as the administrative agent, the L/C issuer and the lenders in their sole discretion may determine; and (d) release or substitute one or more of any endorsers or other guarantors of any of the Obligations. Without limiting the generality of the foregoing, each Guarantor consents to the taking of, or failure to take, any action which might in any manner or to any extent vary the risks of the Guarantors under this Guaranty or which, but for this provision, might operate as a discharge of the Guarantors.

SECTION 5. Waiver. To the fullest extent permitted by applicable law, each Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Obligations. Each Guarantor waives any and all notice of the creation, renewal, extension, waiver, termination or accrual of any of the Obligations and notice of or proof of reliance by any Secured Party upon this Guaranty or acceptance of this Guaranty, and the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred in reliance upon this Guaranty, and all dealings between the Borrower and the Secured Parties shall likewise be conclusively presumed to have been had or consummated in reliance upon this Guaranty. To the fullest extent permitted by applicable law, the Guaranty of each Guarantor hereunder shall not be affected by (a) the failure of any Loan Party to assert any claim or demand or to enforce or exercise any right or remedy against the Borrower or any Guarantor under the provisions of the Credit Agreement, any other Loan Document or otherwise; (b) any extension, renewal or increase of or in any of the Obligations; (c) any rescission, waiver, amendment or modification of, or any release from, any of the terms or provisions of this Guaranty, the Credit Agreement, any other Loan Document, any guarantee or any other agreement or instrument, including with respect to any Guarantor under the Loan Documents; (d) the release of (or the failure to perfect a security interest in) any of the security held by or on behalf of the Administrative Agent or any other Secured Party; or (e) the failure or delay of any Secured Party to exercise any right or remedy against the Borrower or any Guarantor of the Obligations. Each Guarantor waives (a) any defense arising by reason of

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any disability or other defense of the Borrower or any other guarantor, or the cessation from any cause whatsoever (including any act or omission of any Secured Party) of the liability of the Borrower; (b) any defense based on any claim that such Guarantor’s obligations exceed or are more burdensome than those of the Borrower; (c) any right to proceed against the Borrower, proceed against or exhaust any security for the Obligations, or pursue any other remedy in the power of any Secured Party whatsoever; (d) any benefit of and any right to participate in any security now or hereafter held by any Secured Party; and (e) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by applicable law limiting the liability of or exonerating guarantors or sureties.

SECTION 6. Security. Each Guarantor authorizes the Administrative Agent to (a) take and hold security for the payment of this Guaranty and the Obligations and exchange, enforce, waive and release any such security pursuant to the terms of any other Loan Documents; (b) apply such security and direct the order or manner of sale thereof as it in its sole discretion may determine subject to the terms of any other Loan Documents; and (c) release or substitute any one or more endorsees, other Guarantors or other obligors pursuant to the terms of any other Loan Documents. In no event shall this Section 6 require any Guarantor to grant security, except as required by the terms of the Loan Documents.

SECTION 7. Guaranty of Payment. Each Guarantor further agrees that its guarantee constitutes a guarantee of payment when due and not of collection, and, to the fullest extent permitted by applicable law, waives any right to require that any resort be had by the Administrative Agent or any other Secured Party to any of the security held for payment of the Obligations or to any balance of any deposit account or credit on the books of the Administrative Agent or any other Secured Party in favor of the Borrower or any other person. This Guaranty is a continuing guarantee of payment, and shall apply to all Obligations whenever arising.

SECTION 8. No Discharge or Diminishment of Guaranty. To the fullest extent permitted by applicable law and except as otherwise expressly provided in this Guaranty, the Obligations of each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason (other than (a) the payment in full in cash of the principal of and interest accrued on the Obligations (other than the aggregate Outstanding Amount of all L/C Obligations), (b) the payment in full in cash of all fees, expenses and other amounts due and payable which constituted Obligations (other than the aggregate Outstanding Amount of all L/C Obligations), (c) the Commitments having expired or irrevocably been terminated and (d) the aggregate Outstanding Amount of all L/C Obligations having been Cash Collateralized (clauses (a) through (d) collectively, “Full Satisfaction of the Obligations”)), including any claim of waiver, release, surrender, alteration or compromise of any of the Obligations (other than contingent liabilities that are not yet due and payable), and shall not be subject to any defense (other than a defense of payment and the benefit of any statute of limitations) or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of the Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Guarantor hereunder shall, to the fullest extent permitted by applicable law, not be discharged or impaired or otherwise affected by the failure of the Administrative Agent or any other Secured Party to assert any claim or demand or to enforce any remedy under the Credit Agreement, any other Loan Document, any guarantee or any other agreement or instrument, by any amendment, waiver or modification of any provision

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of the Credit Agreement or any other Loan Document or other agreement or instrument, by any default, failure or delay, willful or otherwise, in the performance of the Obligations, or by any other act, omission or delay to do any other act that may or might in any manner or to any extent vary the risk of any Guarantor or that would otherwise operate as a discharge of any Guarantor as a matter of law or equity (other than the Full Satisfaction of the Obligations) or which would impair or eliminate any right of any Guarantor to subrogation.

SECTION 9. Defenses Waived. To the fullest extent permitted by applicable law, each Guarantor waives any defense based on or arising out of the unenforceability of the Obligations or any part thereof from any cause or the cessation from any cause of the liability (other than Full Satisfaction of the Obligations) of the Borrower or any other person. Subject to the terms of the other Loan Documents, the Administrative Agent and the other Secured Parties may, at their election, foreclose on any security held by one or more of them by one or more judicial or nonjudicial sales, accept an assignment of any such security in lieu of foreclosure, compromise or adjust any part of the Obligations, make any other accommodation with the Borrower or any other Guarantor or exercise any other right or remedy available to them against the Borrower or any other Guarantor, without affecting or impairing in any way the liability of each Guarantor hereunder except to the extent of the Full Satisfaction of the Obligations. Pursuant to and to the fullest extent permitted by applicable law, each Guarantor waives any defense arising out of any such election even though such election operates, pursuant to applicable law, to impair or to extinguish any right of reimbursement or subrogation or other right or remedy of each Guarantor against the Borrower or any other Guarantor or any security.

SECTION 10. Agreement to Pay; Subrogation; Subordination. In furtherance of the foregoing and not in limitation of any other right that the Administrative Agent or any other Secured Party has at law or in equity against each Guarantor by virtue hereof, upon the failure of the Borrower or any other Loan Party to pay any Obligation when and as the same shall become due, whether at maturity, by acceleration, after notice of prepayment or otherwise, each Guarantor hereby promises to and will forthwith pay, or cause to be paid, to the Administrative Agent or such other Secured Party as designated thereby in cash an amount equal to the unpaid principal amount of such Obligations then due, together with accrued and unpaid interest and fees on such Obligations. The Guarantors shall not exercise any right of subrogation, contribution, indemnity, reimbursement or similar rights with respect to any payments it makes under this Guaranty until the Full Satisfaction of the Obligations. If any amounts are paid to the Guarantors in violation of the foregoing limitation, then such amounts shall be held in trust for the benefit of the Secured Parties and shall forthwith be paid to the Secured Parties to reduce the amount of the Obligations, whether matured or unmatured. In addition, each Guarantor hereby subordinates the payment of all obligations and indebtedness of the Borrower owing to such Guarantor, whether now existing or hereafter arising, including but not limited to any obligation of the Borrower to any guarantor as subrogee of the Secured Parties or resulting from such Guarantor’s performance under this Guaranty, to the Full Satisfaction of the Obligations. If the secured parties so request, any such obligation or indebtedness of the Borrower to the Guarantors shall be enforced and performance received by the Guarantors as trustee for the secured parties and the proceeds thereof shall be paid over to the Secured Parties on account of the Obligations, but without reducing or affecting in any manner the liability of the Guarantors under this Guaranty.

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SECTION 11. Obligations Independent. The obligations of each Guarantor hereunder are those of primary obligor, and not merely as surety, and are independent of the Obligations and the obligations of any other guarantor, and a separate action may be brought against each Guarantor to enforce this Guaranty whether or not the Borrower or any other person or entity is joined as a party.

SECTION 12. Stay of Acceleration. If acceleration of the time for payment of any of the Obligations is stayed, in connection with any case commenced by or against the Borrower under any Debtor Relief Laws, or otherwise, all such amounts shall nonetheless be payable by the Guarantors immediately upon demand by the Secured Parties.

SECTION 13. Condition of Borrower. Each Guarantor hereby acknowledges and agrees that it has the sole responsibility for, and has adequate means of, obtaining from the Borrower and any other guarantor such information concerning the financial condition, business and operations of the Borrower and any such other guarantors as such Guarantor requires, and that none of the Secured Parties has any duty, and each Guarantor is not relying on the Secured Parties at any time, to disclose to such Guarantor any information relating to the business, operations or financial condition of the Borrower or any other guarantor (each Guarantor waiving any duty on the part of the Secured Parties to disclose such information and any defense relating to the failure to provide the same).

SECTION 14. General Limitation on Guaranty Obligations; Right of Contribution. In any action or proceeding involving any state corporate law, or any state, Federal or foreign bankruptcy, insolvency, reorganization, fraudulent transfer, fraudulent conveyance or other law affecting the rights of creditors generally, if the obligations of any Guarantor under this Guaranty would otherwise be held or determined to be void, voidable, invalid or unenforceable, or subordinated to the claims of any other creditors, on account of the amount of its liability under this Guaranty, then, notwithstanding any other provision herein or in any other Loan Document to the contrary, the amount of such liability shall, without any further action by any Guarantor, any creditor or any other Person, be automatically limited and reduced to the highest amount that is valid and enforceable and not subordinated to the claims of other creditors as determined in such action or proceeding. Each Guarantor hereby agrees to the extent that a Guarantor shall have paid more than its proportionate share of any payment made hereunder (including by way of set off rights being exercised against it), such Guarantor shall be entitled to seek and receive contribution from and against any other Guarantor hereunder who has not paid its proportionate share of such payment. Each Guarantor’s right of contribution shall be subject to the terms and conditions of Section 10 hereof. Other than with respect to instances where the obligations of any Guarantor under this Guaranty would be held or determined to be void, voidable, invalid or unenforceable, or subordinated to the claims of any other creditors, on account of the amount of its liability under this Guaranty, due to any action or proceeding involving any state corporate law, or any state, Federal or foreign bankruptcy, insolvency, reorganization, fraudulent transfer, fraudulent conveyance or other law affecting the rights of creditors generally, the provision of this Section 14 shall in no respect limit the obligations and liabilities of any Guarantor to the Administrative Agent and the other Secured Parties, and each Guarantor shall remain liable to the Administrative Agent and the other Secured Parties for the full amount guaranteed by such Guarantor hereunder.

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SECTION 15. Covenant; Representations and Warranties. Each Guarantor agrees and covenants to, and to cause each of its Subsidiaries to take, or refrain from taking, each action that is necessary to be taken or not taken, so that no breach of the agreements and covenants contained in the Credit Agreement pertaining to actions to be taken, or not taken, by such Guarantor or any of its Subsidiaries will result. Each Guarantor represents and warrants as to itself that all representations and warranties relating to it and its Subsidiaries contained in the Credit Agreement are true and correct in all material respects (except to the extent that such representations and warranties specifically refer to an earlier date, in which case such representations and warranties are true and correct as of such earlier date), provided that each reference in any such representation and warranty to the knowledge of the Borrower shall, for the purposes of this Section 15, be deemed to be a reference to such Guarantor’s knowledge.

SECTION 16. Termination; Reinstatement. This Guaranty is a continuing and irrevocable guaranty of all Obligations now or hereafter existing and shall remain in full force and effect until the Full Satisfaction of the Obligations. Notwithstanding the foregoing, this Guaranty shall continue in full force and effect or be revived, as the case may be, if any payment by or on behalf of the Borrower is made (including pursuant to another guaranty), or any of the Secured Parties exercises its right of setoff, in respect of the Obligations and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by any of the Secured Parties in their discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any Debtor Relief Laws or otherwise, all as if such payment had not been made or such setoff had not occurred and whether or not the Secured Parties are in possession of or have released this Guaranty and regardless of any prior revocation, rescission, termination or reduction. The obligations of each Guarantor under this Section 16 shall survive termination of this Guaranty.

SECTION 17. Binding Effect; Several Agreement; Assignments. Whenever in this Guaranty any of the parties hereto is referred to, such reference shall be deemed to include the successors and permitted assigns of such party; and all covenants, promises and agreements by or on behalf of each Guarantor that are contained in this Guaranty shall bind and inure to the benefit of each party hereto and their respective successors and permitted assigns. This Guaranty shall become effective as to each Guarantor when a counterpart hereof executed on behalf of each Guarantor shall have been delivered to the Administrative Agent and a counterpart hereof shall have been executed on behalf of the Administrative Agent, and thereafter shall be binding upon each Guarantor and the Administrative Agent and their respective successors and permitted assigns, and shall inure to the benefit of each Guarantor, the Administrative Agent and the other Secured Parties, and their respective successors and permitted assigns, except that neither the Borrower, nor the other Loan Parties shall have the right to assign its rights or obligations hereunder or any interest herein (and any such attempted assignment shall be void) without the prior written consent of the Required Lenders. The Administrative Agent is hereby expressly authorized to, and agrees upon request of the Borrower it will, release any Guarantor from its obligations hereunder (including its Guaranty) in accordance with Section 9.10 of the Credit Agreement.

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SECTION 18. Waivers; Amendment.

(a) No failure or delay of the Administrative Agent in exercising any power or right hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative Agent hereunder and of the other Secured Parties under the other Loan Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Guaranty or consent to any departure by any Guarantor therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) below, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on any Guarantor in any case shall entitle such Guarantor to any other or further notice or demand in similar or other circumstances.

(b) Neither this Guaranty nor any provision hereof may be waived, amended or modified except pursuant to a written agreement entered into between the Guarantors and the Administrative Agent (with the consent of the Lenders or the Required Lenders if required under the Credit Agreement).

SECTION 19. GOVERNING LAW. THIS GUARANTY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

SECTION 20. Notices. All communications and notices hereunder shall be in writing and given as provided in Section 10.02 of the Credit Agreement. All communications and notices hereunder to each Guarantor shall be given to it in care of the Borrower at the address set forth in Schedule 10.02 to the Credit Agreement.

SECTION 21. Survival of Agreement; Severability.

(a) All covenants, agreements, representations and warranties made by the Guarantors herein and in the certificates or other instruments prepared or delivered in connection with or pursuant to this Guaranty or any other Loan Document shall be considered to have been relied upon by the Administrative Agent and the other Secured Parties and shall survive the making by the Lenders of the Loans and the issuance of the Letters of Credit by the L/C Issuer regardless of any investigation made by the Secured Parties or on their behalf, and shall continue in full force and effect as long as the principal of or any accrued interest on any Loan or any other fee or amount payable under this Guaranty or any other Loan Document is outstanding and unpaid or the Commitments have not been terminated.

(b) In the event any one or more of the provisions contained in this Guaranty or in any other Loan Document should be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein and therein shall not in any way be affected or impaired thereby (it being understood that the invalidity of a particular provision in a particular jurisdiction shall not in and of itself affect the validity of such provision in any other jurisdiction). The parties shall endeavor in good-faith negotiations to

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replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

SECTION 22. Counterparts. This Guaranty may be executed in counterparts, each of which shall constitute an original, but all of which when taken together shall constitute a single contract, and shall become effective as provided in Section 17. Delivery of an executed signature page to this Guaranty by facsimile or other electronic transmission shall be as effective as delivery of a manually executed counterpart of this Guaranty.

SECTION 23. Rules of Interpretation. The rules of interpretation specified in Section 1.02 of the Credit Agreement shall be applicable to this Guaranty.

SECTION 24. Jurisdiction; Consent to Service of Process.

(a) Each party hereto irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of the courts of the state of New York sitting in New York County and of the United States District Court of the Southern District of New York, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Guaranty or any other Loan Document (other than as provided in any mortgage with respect to itself), or for recognition or enforcement of any judgment, and each of the Parties hereto irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State court or, to the fullest extent permitted by applicable law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.

(b) Each party hereto irrevocably and unconditionally waives, to the fullest extent permitted by applicable law, any objection that it may now or hereafter have to the laying of venue of any action or proceeding arising out of or relating to this Guaranty or any other Loan Document in any court referred to in paragraph (a) of this section. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by applicable law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.

(c) Each party hereto irrevocably consents to service of process in the manner provided for notice in Section 20. Nothing in this Guaranty will affect the right of any party hereto to serve process in any other manner permitted by applicable law.

SECTION 25. Waiver of Jury Trial. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS GUARANTY OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO

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ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS GUARANTY AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 25.

SECTION 26. Right of Setoff. If an Event of Default shall have occurred and be continuing, each Secured Party is hereby authorized at any time and from time to time, after obtaining the prior written consent of the Administrative Agent, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other Indebtedness at any time owing by such Secured Party to or for the credit or the account of each Guarantor against any or all the obligations of such Guarantor now or hereafter existing under this Guaranty and the other Loan Documents held by such Secured Party, irrespective of whether or not the Administrative Agent or any Secured Party shall have made any demand under this Guaranty or any other Loan Document and although such obligations may be unmatured. The rights of each Secured Party under this Section 26 are in addition to other rights and remedies (including other rights of setoff) which such Secured Party may have.

SECTION 27. Taxes. The Guarantors, jointly and severally, shall gross up for and shall indemnify the Secured Parties against Indemnified Taxes and Other Taxes to the extent set forth in Sections 3.01 and 3.07 of the Credit Agreement.

SECTION 28. Judgment Currency.

(a) Each Guarantor’s obligation hereunder and under the other Loan Documents to make payments in Dollars (pursuant to such obligation, the “Obligation Currency”) shall not be discharged or satisfied by any tender or recovery pursuant to any judgment expressed in or converted into any currency other than the Obligation Currency, except to the extent that such tender or recovery results in the effective receipt by the Administrative Agent or the respective Lender of the full amount of the Obligation Currency expressed to be payable to the Administrative Agent or such Lender under this Guaranty or the other Loan Documents. If, for the purpose of obtaining or enforcing judgment against a Guarantor in any court or in any jurisdiction, it becomes necessary to convert into or from any currency other than the Obligation Currency (such other currency being hereinafter referred to as the “Judgment Currency”) an amount due in the Obligation Currency, the conversion shall be made at the rate of exchange (as quoted by the Administrative Agent or if the Administrative Agent does not quote a rate of exchange on such currency, by a known dealer in such currency designated by the Administrative Agent) determined, in each case, as of the Business Day immediately preceding the day on which the judgment is given (such Business Day being hereinafter referred to as the “Judgment Currency Conversion Date”).

(b) If there is a change in the rate of exchange prevailing between the Judgment Currency Conversion Date and the date of actual payment of the amount due, each Guarantor covenants and agrees to pay, or cause to be paid, such additional amounts, if any (but in any event not a lesser amount) as may be necessary to ensure that the amount paid in the Judgment Currency, when converted at the rate of exchange prevailing on the date of payment, will produce the amount of the Obligation Currency which could have been purchased with the

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amount of Judgment Currency stipulated in the judgment or judicial award at the rate of exchange prevailing on the Judgment Currency Conversion Date.

(c) For purposes of determining the rate of exchange for this Section, such amounts shall include any premium and costs payable in connection with the purchase of the Obligation Currency.

SECTION 29. Additional Guarantor Waivers and Agreements

(a) Each Guarantor understands and acknowledges that if the Secured Parties foreclose judicially or nonjudicially against any real property security for the Obligations, that foreclosure could impair or destroy any ability that such Guarantor may have to seek reimbursement, contribution, or indemnification from the Borrower or others based on any right such Guarantor may have of subrogation, reimbursement, contribution, or indemnification for any amounts paid by such Guarantor under this Guaranty. By executing this Guaranty, each Guarantor freely, irrevocably, and unconditionally: (i) waives and relinquishes that defense and agrees that such Guarantor will be fully liable under this Guaranty even though the Secured Parties may foreclose, either by judicial foreclosure or by exercise of power of sale, any deed of trust securing the Obligations; (ii) agrees that such Guarantor will not assert that defense in any action or proceeding which the Secured Parties may commence to enforce this Guaranty; (iii) acknowledges and agrees that the Secured Parties are relying on this waiver in creating the Obligations, and that this waiver is a material part of the consideration which the Secured Parties are receiving for creating the Obligations.

(b) Each Guarantor waives all rights and defenses (other than the defense of payment and the benefit of any statute of limitations) that such Guarantor may have because any of the Obligations is secured by real property. This means, among other things: (i) the Secured Parties may collect from such Guarantor without first foreclosing on any real or personal property collateral pledged by the other Loan Parties; and (ii) if the Secured Parties foreclose on any real property collateral pledged by the other Loan Parties: (A) the amount of the Obligations may be reduced only by the price for which that collateral is sold at the foreclosure sale, even if the collateral is worth more than the sale price, and (B) the Secured Parties may collect from such Guarantor even if the Secured Parties, by foreclosing on the real property collateral, have destroyed any right such Guarantor may have to collect from the Borrower. This is an unconditional and irrevocable waiver of any rights and defenses (other than the defense of payment and the benefit of any statute of limitations) such Guarantor may have because any of the Obligations is secured by real property.

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IN WITNESS WHEREOF, the parties hereto have duly executed this Guaranty as of the day and year first above written.

Guarantors

[EACH OF THE GUARANTORS],

as Guarantor

By:

Name:

Title:

BANK OF AMERICA, N.A.,

as Administrative Agent

By:

Name:

Title:

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EXHIBIT A

to the Guaranty

[Form of]

JOINDER AGREEMENT

[Name of New Pledgor]

[Address of New Pledgor]

[Date]

Ladies and Gentlemen:

Reference is made (i) to that certain Credit Agreement dated as of August 17, 2010 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), by and among Gentiva Health Services, Inc., a Delaware corporation (the “Borrower”), each lender from time to time party thereto (collectively, the “Lenders” and individually, a “Lender”) and Bank of America, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, (ii) to that certain that certain Security Agreement (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Security Agreement”), dated as of August 17, 2010 among the Borrower, the Guarantors party thereto and the Administrative Agent and (iii) to that certain Guaranty (the “Guaranty”) dated as of August 17, 2010 among the Guarantors and the Administrative Agent. Capitalized terms used and not defined herein are used with the meanings assigned to such terms in the Credit Agreement or the Security Agreement, as applicable.

This Joinder Agreement supplements (i ) the Security Agreement and (ii) the Guaranty and is delivered by the undersigned, [                    ] (the “New Pledgor”), pursuant to Section 3.5 of the Security Agreement and Section 6.12(b) of the Credit Agreement. The New Pledgor hereby agrees to be bound as a Guarantor and as a Pledgor party to the Security Agreement by all of the terms, covenants and conditions set forth in the Security Agreement to the same extent that it would have been bound if it had been a signatory to the Security Agreement on the date of the Security Agreement. The New Pledgor also hereby agrees to be bound as a party by all of the terms, covenants and conditions applicable to it set forth in the Guaranty as to the same extent that it would have been bound if it had been a signatory to the Guaranty on the date of the Guaranty. Without limiting the generality of the foregoing, the New Pledgor hereby (i) grants and pledges to the Administrative Agent, as collateral security for the full, prompt and complete payment and performance when due (whether at stated maturity, by

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acceleration or otherwise) of the Obligations, a Lien on and security interest in, all of its right, title and interest in, to and under the Pledged Collateral and expressly assumes all obligations and liabilities of a Guarantor and Pledgor thereunder and (ii) absolutely, unconditionally, irrevocably, jointly and severally guarantees, as a guaranty of payment and performance, as a primary obligor and not as a surety, and not merely as a guaranty of collection, prompt payment when due, whether at stated maturity, by required prepayment, upon acceleration, demand or otherwise, and at all times thereafter, of any and all of the Obligations. The New Pledgor hereby agrees to each of the covenants applicable to the Pledgors contained in the Security Agreement and the Credit Agreement.

Annexed hereto are supplements to each of the schedules to the Security Agreement and the Credit Agreement, as applicable, with respect to the New Pledgor. Such supplements shall be deemed to be part of the Security Agreement or the Credit Agreement, as applicable.

This Joinder Agreement and any amendments, waivers, consents or supplements hereto may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed to be an original, but all such counterparts together shall constitute one and the same agreement.

All notices, requests and demands to or upon the New Pledgor, the Administrative Agent or any Lender shall be governed by the terms of Section 10.02 of the Credit Agreement.

THIS JOINDER AGREEMENT SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

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IN WITNESS WHEREOF, the New Pledgor has caused this Joinder Agreement to be executed and delivered by its duly authorized officer as of the date first above written.

[NEW PLEDGOR]
By:
	Name:
	Title:

AGREED TO AND ACCEPTED:

BANK OF AMERICA, N.A.,

as Administrative Agent

By:

Name:

Title:

[Schedules to be attached]

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EXHIBIT G

FORM OF SECURITY AGREEMENT

[To be attached]

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EXECUTION VERSION

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, 2010

TABLE OF CONTENTS

		Page
PREAMBLE			1
RECITALS:			1
AGREEMENT:			1
ARTICLE I
DEFINITIONS AND INTERPRETATION
SECTION 1.1.	DEFINITIONS		2
SECTION 1.2.	INTERPRETATION		11
SECTION 1.3.	RESOLUTION OF DRAFTING AMBIGUITIES		11
SECTION 1.4.	PERFECTION CERTIFICATE		11
ARTICLE II
GRANT OF SECURITY AND OBLIGATIONS
SECTION 2.1.	GRANT OF SECURITY INTEREST		11
SECTION 2.2.	FILINGS		12
ARTICLE III
PERFECTION; SUPPLEMENTS; FURTHER ASSURANCES; USE OF PLEDGED COLLATERAL
SECTION 3.1.	DELIVERY OF CERTIFICATED SECURITIES COLLATERAL		13
SECTION 3.2.	PERFECTION OF UNCERTIFICATED SECURITIES COLLATERAL		14
SECTION 3.3.	FINANCING STATEMENTS AND OTHER FILINGS; MAINTENANCE OF PERFECTED SECURITY INTEREST		14
SECTION 3.4.	OTHER ACTIONS		14
SECTION 3.5.	JOINDER OF ADDITIONAL GUARANTORS		18
SECTION 3.6.	SUPPLEMENTS; FURTHER ASSURANCES		19
SECTION 3.7.	PLEDGOR CHANGES; INFORMATION REGARDING COLLATERAL		20

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		Page
ARTICLE IV
REPRESENTATIONS, WARRANTIES AND COVENANTS
SECTION 4.1.	TITLE		20
SECTION 4.2.	VALIDITY OF SECURITY INTEREST		20
SECTION 4.3.	DEFENSE OF CLAIMS; TRANSFERABILITY OF PLEDGED COLLATERAL		21
SECTION 4.4.	OTHER FINANCING STATEMENTS		21
SECTION 4.5.	LOCATION OF INVENTORY AND EQUIPMENT		21
SECTION 4.6.	DUE AUTHORIZATION AND ISSUANCE		21
SECTION 4.7.	CONSENTS, ETC.		22
SECTION 4.8.	PLEDGED COLLATERAL		22
SECTION 4.9.	INSURANCE		22
SECTION 4.10.	MATERIAL CONTRACTS		22
ARTICLE V
CERTAIN PROVISIONS CONCERNING SECURITIES COLLATERAL
SECTION 5.1.	PLEDGE OF ADDITIONAL SECURITIES COLLATERAL		22
SECTION 5.2.	VOTING RIGHTS; DISTRIBUTIONS; ETC.		23
SECTION 5.3.	DEFAULTS, ETC.		25
SECTION 5.4.	CERTAIN AGREEMENTS OF PLEDGORS AS ISSUERS AND HOLDERS OF EQUITY INTERESTS		25
ARTICLE VI
CERTAIN PROVISIONS CONCERNING INTELLECTUAL PROPERTY COLLATERAL
SECTION 6.1.	GRANT OF INTELLECTUAL PROPERTY LICENSE		25
SECTION 6.2.	PROTECTION OF ADMINISTRATIVE AGENT’S SECURITY		26
SECTION 6.3.	AFTER-ACQUIRED PROPERTY		26
SECTION 6.4.	LITIGATION		27
ARTICLE VII
CERTAIN PROVISIONS CONCERNING RECEIVABLES
SECTION 7.1.	MAINTENANCE OF RECORDS		27
SECTION 7.2.	LEGEND		28
SECTION 7.3.	MODIFICATION OF TERMS, ETC.		28
SECTION 7.4.	COLLECTION		28

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		Page
ARTICLE VIII
TRANSFERS
SECTION 8.1.	TRANSFERS OF PLEDGED COLLATERAL		28
ARTICLE IX
REMEDIES
SECTION 9.1.	REMEDIES		29
SECTION 9.2.	NOTICE OF SALE		31
SECTION 9.3.	WAIVER OF NOTICE AND CLAIMS		31
SECTION 9.4.	CERTAIN SALES OF PLEDGED COLLATERAL		32
SECTION 9.5.	NO WAIVER; CUMULATIVE REMEDIES		34
SECTION 9.6.	CERTAIN ADDITIONAL ACTIONS REGARDING INTELLECTUAL PROPERTY		34
ARTICLE X
APPLICATION OF PROCEEDS
SECTION 10.1.	APPLICATION OF PROCEEDS		35
ARTICLE XI
MISCELLANEOUS
SECTION 11.1.	CONCERNING ADMINISTRATIVE AGENT		35
SECTION 11.2.	ADMINISTRATIVE AGENT MAY PERFORM; ADMINISTRATIVE AGENT APPOINTED ATTORNEY-IN-FACT		36
SECTION 11.3.	CONTINUING SECURITY INTEREST; ASSIGNMENT		37
SECTION 11.4.	TERMINATION; RELEASE		38
SECTION 11.5.	MODIFICATION IN WRITING		38
SECTION 11.6.	NOTICES		38
SECTION 11.7.	GOVERNING LAW, CONSENT TO JURISDICTION AND SERVICE OF PROCESS; WAIVER OF JURY TRIAL		38
SECTION 11.8.	SEVERABILITY OF PROVISIONS		38
SECTION 11.9.	EXECUTION IN COUNTERPARTS		39
SECTION 11.10.	BUSINESS DAYS		39
SECTION 11.11.	NO CREDIT FOR PAYMENT OF TAXES OR IMPOSITION		39
SECTION 11.12.	NO CLAIMS AGAINST ADMINISTRATIVE AGENT		39
SECTION 11.13.	NO RELEASE		39

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		Page
SECTION 11.14.	OBLIGATIONS ABSOLUTE		40
SIGNATURES			S-1

EXHIBIT 1	Form of Issuer’s Acknowledgment
EXHIBIT 2	Form of Securities Pledge Amendment
EXHIBIT 3	Form of Copyright Security Agreement
EXHIBIT 4	Form of Patent Security Agreement
EXHIBIT 5	Form of Trademark Security Agreement
SCHEDULE 1	Sun Trust Deposit Accounts

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SECURITY AGREEMENT

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”).

R E C I T A L S :

A. The Borrower, the Guarantors, the Administrative Agent and the lending institutions listed therein have, in connection with the execution and delivery of this Agreement, entered into that certain credit agreement, dated as of August 17, 2010 (as amended, amended and restated, supplemented, waived or otherwise modified from time to time, the “Credit Agreement”; which term shall also include and refer to any increase in the amount of indebtedness under the Credit Agreement.

B. Each Guarantor has, pursuant to the Guaranty, unconditionally guaranteed the Obligations.

C. The Borrower and each Guarantor will receive substantial benefits from the execution, delivery and performance of the Obligations under the Credit Agreement and the other Loan Documents and each is, therefore, willing to enter into this Agreement.

D. This Agreement is given by each Pledgor in favor of the Administrative Agent for the benefit of the Secured Parties to secure the payment and performance of all of the Obligations.

E. It is a condition to (i) the obligations of the Lenders to make the Loans under the Credit Agreement, (ii) the obligations of the L/C Issuer to issue Letters of Credit and (iii) the performance of the obligations of the Secured Parties under Secured Hedge Agreements and Secured Cash Management Agreements that each Pledgor execute and deliver the applicable Loan Documents, including this Agreement.

A G R E E M E N T :

NOW THEREFORE, in consideration of the foregoing premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each Pledgor and the Administrative Agent hereby agree as follows:

ARTICLE I

DEFINITIONS AND INTERPRETATION

SECTION 1.1 Definitions.

(a) Unless otherwise defined herein or in the Credit Agreement, capitalized terms used herein that are defined in the UCC shall have the meanings assigned to them in the UCC; provided that in any event, the following terms shall have the meanings assigned to them in the UCC:

“Accounts”; “Bank”; “Chattel Paper”; “Commercial Tort Claim”; “Commodity Account”; “Commodity Contract”; “Commodity Intermediary”; “Documents”; “Electronic Chattel Paper”; “Entitlement Order”; “Equipment”; “Financial Asset”; “Fixtures”; “Goods”, “Inventory”; “Letter-of-Credit Rights”; “Letters of Credit”; “Money”; “Payment Intangibles”; “Proceeds”; “ Records”; “Securities Account”; “Securities Intermediary”; “Security Entitlement”; “Supporting Obligations”; and “Tangible Chattel Paper.”

(b) Terms used but not otherwise defined herein that are defined in the Credit Agreement shall have the meanings given to them in the Credit Agreement.

(c) The following terms shall have the following meanings:

“Account Debtor” shall mean each person who is obligated on a Receivable or Supporting Obligation related thereto.

“Administrative Agent” shall have the meaning assigned to such term in the Preamble hereof.

“Agreement” shall have the meaning assigned to such term in the Preamble hereof.

“Borrower” shall have the meaning assigned to such term in the Preamble hereof.

“Collateral Support” shall mean all property (real or personal) assigned, hypothecated or otherwise securing any Pledged Collateral and shall include any security agreement or other agreement granting a lien or security interest in such real or personal property.

“Commodity Account Control Agreement” shall mean a control agreement in a form that is reasonably satisfactory to the Administrative Agent establishing the Administrative Agent’s Control with respect to any Commodity Account.

“Contracts” shall mean, collectively, with respect to each Pledgor, the Related Documents, all sale, service, performance, equipment or property lease contracts, agreements and grants and all other contracts, agreements or grants (in each case, whether written or oral, or

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third party or intercompany), between such Pledgor and any third party, and all assignments, amendments, restatements, supplements, extensions, renewals, replacements or modifications thereof.

“Control” shall mean (i) in the case of each Deposit Account, “control,” as such term is defined in Section 9-104 of the UCC, (ii) in the case of any Security Entitlement, “control,” as such term is defined in Section 8-106 of the UCC, and (iii) in the case of any Commodity Contract, “control,” as such term is defined in Section 9-106 of the UCC.

“Control Agreements” shall mean, collectively, the Deposit Account Control Agreement, the Securities Account Control Agreement and the Commodity Account Control Agreement.

“Copyright Security Agreement” shall mean an agreement substantially in the form of Exhibit 3 hereto.

“Copyrights” shall mean, collectively, with respect to each Pledgor, all copyrights (whether statutory or common law, whether established or registered in the United States or any other country or any political subdivision thereof, whether registered or unregistered and whether published or unpublished) and all copyright registrations and applications made by such Pledgor, in each case, whether now owned or hereafter created or acquired by or assigned to such Pledgor, together with any and all (i) rights and privileges arising under applicable law with respect to such Pledgor’s use of such copyrights, (ii) reissues, renewals, continuations and extensions thereof and amendments thereto, (iii) income, fees, royalties, damages, claims and payments now or hereafter due and/or payable with respect thereto, including damages and payments for past, present or future infringements thereof, (iv) rights corresponding thereto throughout the world and (v) rights to sue for past, present or future infringements thereof.

“Credit Agreement” shall have the meaning assigned to such term in Recital A hereof.

“Deposit Account Control Agreement” shall mean an agreement in a form that is reasonably satisfactory to the Administrative Agent establishing the Administrative Agent’s Control with respect to any Deposit Account.

“Deposit Accounts” shall mean, collectively, with respect to each Pledgor, (i) all “deposit accounts” as such term is defined in the UCC and in any event shall include the LC Account and all accounts and sub-accounts relating to any of the foregoing accounts and (ii) all cash, funds, checks, notes and instruments from time to time on deposit in any of the accounts or sub-accounts described in clause (i) of this definition.

“Distributions” shall mean, collectively, with respect to each Pledgor, all dividends, cash, options, warrants, rights, instruments, distributions, returns of capital or principal, income, interest, profits and other property, interests (debt or equity) or proceeds, including as a result of a split, revision, reclassification or other like change of the Pledged

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Securities, from time to time received, receivable or otherwise distributed to such Pledgor in respect of or in exchange for any or all of the Pledged Securities or Intercompany Notes.

“Excluded Accounts” shall mean (i) the Medicare and Medicaid Accounts or any Deposit Accounts (except those deposit accounts with SunTrust Bank set forth on Schedule 1 (the “SunTrust Deposit Accounts”)) subject to a daily sweep of all amounts received or deposited in such Deposit Account by federal funds wire transfer to a Deposit Account subject to the Administrative Agent’s Control and (ii) Deposit Accounts or Securities Accounts (w) specifically and exclusively used for deposits pending activation of provider numbers in accordance with Medicare regulations, (x) specifically and exclusively used for disbursement of payroll, payroll taxes and other employee wage and benefit payments, (y) established and maintained solely to meet capitalization requirements for Approved Captive Insurance Subsidiaries or (z) established and maintained solely in support of the Borrower’s nonqualified retirement and savings plan.

“Excluded Property” shall mean

(a) any permit or license issued by a Governmental Authority to any Pledgor or any agreement to which any Pledgor is a party, in each case, only to the extent and for so long as the terms of such permit, license or agreement or any requirement of Law applicable thereto, validly prohibit the creation by such Pledgor of a security interest in such permit, license or agreement in favor of the Administrative Agent (after giving effect to Sections 9-406(d), 9-407(a), 9-408(a) or 9-409 of the UCC (or any successor provision or provisions) or any other applicable law (including the Bankruptcy Code) or principles of equity);

(b) any lease, license, contract or agreement to which any Pledgor is a party or any of its rights or interests thereunder if and only for so long as the grant of a security interest hereunder shall constitute or result in a breach, termination or default under any such lease, license, contract or agreement (other than to the extent that any such term would be rendered ineffective pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the UCC of any relevant jurisdiction or any other applicable law or principles of equity);

(c) assets owned by any Pledgor on the date hereof or hereafter acquired and any proceeds thereof that are subject to a Lien permitted by Section 7.01(i) of the Credit Agreement to the extent and for so long as the contract or other agreement in which such Lien is granted (or the documentation providing for the Obligations secured by any such Lien) validly prohibits the creation of any other Lien on such assets and proceeds;

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(d) any property of a person existing at the time such person is acquired or merged with or into or consolidated with any Pledgor that is subject to a Lien permitted by Section 7.01(j) of the Credit Agreement to the extent and for so long as the contract or other agreement in which such Lien is granted validly prohibits the creation of any other Lien on such property;

(e) any Equity Interests of a Foreign Subsidiary to the extent and for so long as the pledge thereof to the Administrative Agent would constitute an investment of earnings in United States property under Section 956 (or a successor provision) of the Code, which investment would or could reasonably be expected to trigger a material increase in the net income of a United States shareholder of such Foreign Subsidiary pursuant to Section 951 (or a successor provision) of the Code, as reasonably determined by the Administrative Agent; provided that this clause (e) shall not apply to (A) Voting Stock of any Subsidiary which is a first-tier controlled foreign corporation (as defined in Section 957(a) of the Code) representing 66% of the total voting power of all outstanding Voting Stock of such Subsidiary and (B) 100% of the Equity Interests not constituting Voting Stock of any such Subsidiary, except that any such Equity Interests constituting “stock entitled to vote” within the meaning of Treasury Regulation Section 1.956-2(c)(2) shall be treated as Voting Stock for purposes of this clause (e); and

(f) any intent-to-use trademark application to the extent and for so long as creation by a Pledgor of a security interest therein would result in the loss by such Pledgor of any material rights therein;

provided, however, that Excluded Property shall not include any Proceeds, substitutions or replacements of any Excluded Property referred to in clause (a), (b), (c), (d) or (e) (unless such Proceeds, substitutions or replacements would constitute Excluded Property referred to in clauses (a), (b), (c), (d) or (e)).

“Fiscal Intermediary” shall mean any insurance company, financial institution or other contractor that has entered into an agreement with any governmental authority to process claims and make payments to payees under Medicare, Medicaid or any other Federal, State or local public health care or medical assistance program pursuant to any of the Health Care Laws.

“Foreign Subsidiary” shall mean a Subsidiary that is organized under the laws of a jurisdiction other than the United States or any state thereof or the District of Columbia.

“General Intangibles” shall mean, collectively, with respect to each Pledgor, all “general intangibles,” as such term is defined in the UCC, of such Pledgor and, in any event, shall include (i) all of such Pledgor’s rights, title and interest in, to and under all Contracts and insurance policies (including all rights and remedies relating to monetary damages, including

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indemnification rights and remedies, and claims for damages or other relief pursuant to or in respect of any Contract), (ii) all know-how and warranties relating to any of the Pledged Collateral or the Mortgaged Property, (iii) any and all other rights, claims, choses-in-action and causes of action of such Pledgor against any other person and the benefits of any and all collateral or other security given by any other person in connection therewith, (iv) all guarantees, endorsements and indemnifications on, or of, any of the Pledged Collateral or any of the Mortgaged Property, (v) all lists, books, records, correspondence, ledgers, printouts, files (whether in printed form or stored electronically), tapes and other papers or materials containing information relating to any of the Pledged Collateral or any of the Mortgaged Property, including all customer or tenant lists, identification of suppliers, data, plans, blueprints, specifications, designs, drawings, appraisals, recorded knowledge, surveys, studies, engineering reports, test reports, manuals, standards, processing standards, performance standards, catalogs, research data, computer and automatic machinery software and programs and the like, field repair data, accounting information pertaining to such Pledgor’s operations or any of the Pledged Collateral or any of the Mortgaged Property and all media in which or on which any of the information or knowledge or data or records may be recorded or stored and all computer programs used for the compilation or printout of such information, knowledge, records or data, (vi) all licenses, consents, permits, variances, certifications, authorizations and approvals, however characterized, now or hereafter acquired or held by such Pledgor, including building permits, certificates of occupancy, environmental certificates, industrial permits or licenses and certificates of operation and (vii) all rights to reserves, deferred payments, deposits, refunds, indemnification of claims and claims for tax or other refunds against any Governmental Authority.

“Goodwill” shall mean, collectively, with respect to each Pledgor, the goodwill connected with such Pledgor’s business including all goodwill connected with (i) the use of and symbolized by any Trademark or Intellectual Property License with respect to any Trademark in which such Pledgor has any interest, (ii) all know-how, trade secrets, customer and supplier lists, proprietary information, inventions, methods, procedures, formulae, descriptions, compositions, technical data, drawings, specifications, name plates, catalogs, confidential information and the right to limit the use or disclosure thereof by any person, pricing and cost information, business and marketing plans and proposals, consulting agreements, engineering contracts and such other assets which relate to such goodwill and (iii) all product lines of such Pledgor’s business.

“Guarantors” shall have the meaning assigned to such term in the Preamble hereof.

“Instruments” shall mean, collectively, with respect to each Pledgor, all “instruments,” as such term is defined in Article 9, rather than Article 3, of the UCC, and shall include all promissory notes, drafts, bills of exchange or acceptances.

“Intellectual Property Collateral” shall mean, collectively, the Patents, Trademarks, Copyrights, Intellectual Property Licenses and Goodwill.

“Intellectual Property Licenses” shall mean, collectively, with respect to each Pledgor, all license and distribution agreements with, and covenants not to sue, any other party

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with respect to any Patent, Trademark or Copyright or any other patent, trademark or copyright, whether such Pledgor is a licensor or licensee, distributor or distributee under any such license or distribution agreement, together with any and all (i) renewals, extensions, supplements and continuations thereof, (ii) income, fees, royalties, damages, claims and payments now and hereafter due and/or payable thereunder and with respect thereto including damages and payments for past, present or future infringements or violations thereof, (iii) rights to sue for past, present and future infringements or violations thereof and (iv) other rights to use, exploit or practice any or all of the Patents, Trademarks or Copyrights or any other patent, trademark or copyright.

“Intercompany Notes” shall mean, with respect to each Pledgor, all intercompany notes described in Schedule 10 to the Perfection Certificate and intercompany notes hereafter acquired by such Pledgor and all certificates, instruments or agreements evidencing such intercompany notes, and all assignments, amendments, restatements, supplements, extensions, renewals, replacements or modifications thereof to the extent permitted pursuant to the terms hereof.

“Investment Property” shall mean a security, whether certificated or uncertificated, Security Entitlement, Securities Account, Commodity Contract or Commodity Account, excluding, however, the Securities Collateral.

“Joinder Agreement” shall mean an agreement substantially in the form of Exhibit A to the Guaranty.

“Joint Venture Entities” shall mean (i) Odyssey HealthCare of Kansas City, LLC, organized pursuant to that operating agreement, dated April 1, 2008, between Odyssey HealthCare Operating B, LP and Hospice Care Investments, LLC; (ii) Odyssey HealthCare of Augusta, LLC, organized pursuant to that operating agreement, dated December 1, 2007, by and among Odyssey HealthCare Operating B, LP, Center for Primary Care P.C., and AOHO, LLC; (iii) Odyssey HealthCare of Savannah, LLC, organized pursuant to that operating agreement, dated November 1, 2007, between Odyssey HealthCare Operating B, LP and SouthCoast Medical Group, LLC; and (iv) Odyssey HealthCare of South Texas, LLC, organized pursuant to that operating agreement, dated October 1, 2008, between Odyssey HealthCare Operating A, LP and Valley Baptist Medical Center.

“LC Account” shall mean any account established and maintained in accordance with the provisions of Section 2.15 of the Credit Agreement and all property from time to time on deposit in such LC Account.

“Material Contracts” shall have the meaning set forth in the Credit Agreement.

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“Material Intellectual Property Collateral” shall mean any Intellectual Property Collateral that is material (i) to the use and operation of the Pledged Collateral or Mortgaged Property or (ii) to the business, results of operations or financial condition of any Pledgor.

“Medicaid” shall mean the health care program jointly financed and administered by the Federal and State governments under Title XIX of the Social Security Act.

“Medicaid Account” shall mean any accounts of the Pledgors arising pursuant to goods sold or services rendered by any Pledgor to eligible Medicaid beneficiaries to be paid by a Fiscal Intermediary or by the United States of America acting under the Medicaid program, any State or the District of Columbia acting pursuant to a health plan adopted pursuant to Title XIX of the Social Security Act or any other Governmental Authority under Medicaid.

“Medicare” shall mean the health care program under Title XVIII of the Social Security Act.

“Medicare Account” shall mean any accounts of the Pledgors arising pursuant to goods sold or services rendered by any Pledgor to eligible Medicare beneficiaries to be paid by a Fiscal Intermediary or by the United States of America acting under the Medicare program or any other Governmental Authority under Medicare.

“Mortgaged Property” shall have the meaning assigned to such term in the Credit Agreement.

“Patent Security Agreement” shall mean an agreement substantially in the form of Exhibit 4 hereto.

“Patents” shall mean, collectively, with respect to each Pledgor, all patents issued or assigned to, and all patent applications and registrations made by, such Pledgor (whether established or registered or recorded in the United States or any other country or any political subdivision thereof), together with any and all (i) rights and privileges arising under applicable law with respect to such Pledgor’s use of any patents, (ii) inventions and improvements described and claimed therein, (iii) reissues, divisions, continuations, renewals, extensions and continuations-in-part thereof and amendments thereto, (iv) income, fees, royalties, damages, claims and payments now or hereafter due and/or payable thereunder and with respect thereto including damages and payments for past, present or future infringements thereof, (v) rights corresponding thereto throughout the world and (vi) rights to sue for past, present or future infringements thereof.

“Perfection Certificate” shall mean those certain perfection certificates dated August 17, 2010, executed and delivered by each Pledgor in favor of the Administrative Agent for the benefit of the Secured Parties, and each other Perfection Certificate (which shall be in form and substance reasonably acceptable to the Administrative Agent) executed and delivered by the applicable Guarantor in favor of the Administrative Agent for the benefit of the Secured Parties contemporaneously with the execution and delivery of each Joinder Agreement executed

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in accordance with Section 3.5 hereof, in each case, as the same may be amended, amended and restated, supplemented or otherwise modified from time to time in accordance with the Credit Agreement or upon the request of the Administrative Agent.

“Permitted Liens” shall mean all Liens permitted under Section 7.01 of the Credit Agreement.

“Pledge Amendment” shall have the meaning assigned to such term in Section 5.1 hereof.

“Pledged Collateral” shall have the meaning assigned to such term in Section 2.1 hereof.

“Pledged Securities” shall mean, collectively, with respect to each Pledgor, (i) all issued and outstanding Equity Interests of each issuer set forth on Schedules 9(a) and 9(b) to the Perfection Certificate as being owned by such Pledgor and all options, warrants, rights, agreements and additional Equity Interests of whatever class of any such issuer acquired by such Pledgor (including by issuance), together with all rights, privileges, authority and powers (subject to Section 5.2(c)(iii)) of such Pledgor relating to such Equity Interests in each such issuer or under any Organization Document of each such issuer, and the certificates, instruments and agreements representing such Equity Interests and any and all interest of such Pledgor in the entries on the books of any financial intermediary pertaining to such Equity Interests, (ii) all Equity Interests of any issuer, which Equity Interests are hereafter acquired by such Pledgor (including by issuance) and all options, warrants, rights, agreements and additional Equity Interests of whatever class of any such issuer acquired by such Pledgor (including by issuance), together with all rights, privileges, authority and powers of such Pledgor relating to such Equity Interests or under any Organization Document of any such issuer, and the certificates, instruments and agreements representing such Equity Interests and any and all interest of such Pledgor in the entries on the books of any financial intermediary pertaining to such Equity Interests, from time to time acquired by such Pledgor in any manner, and (iii) all Equity Interests issued in respect of the Equity Interests referred to in clause (i) or (ii) upon any consolidation or merger of any issuer of such Equity Interests.

“Pledgor” shall have the meaning assigned to such term in the Preamble hereof.

“Receivables” shall mean all (i) Accounts, (ii) Chattel Paper, (iii) Payment Intangibles, (iv) General Intangibles, (v) Instruments and (vi) all other rights to payment, whether or not earned by performance, for goods or other property sold, leased, licensed, assigned or otherwise disposed of, or services rendered or to be rendered, regardless of how classified under the UCC together with all of Pledgors’ rights, if any, in any goods or other property giving rise to such right to payment and all Collateral Support and Supporting Obligations related thereto and all Records relating thereto.

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“Securities Account Control Agreement” shall mean an agreement in a form that is reasonably satisfactory to the Administrative Agent establishing the Administrative Agent’s Control with respect to any Securities Account.

“Securities Act” shall mean the Securities Act of 1933, as amended.

“Securities Collateral” shall mean, collectively, the Pledged Securities, the Intercompany Notes and the Distributions.

“Social Security Act” shall mean the Social Security Act (Pub. L. 74-271), 42 U.S.C. §§301, et seq., as the same now exists or may from time to time hereafter be amended, modified, recodified or supplemented, together with all rules, regulations and interpretations thereunder or related thereto.

“Third Party Payor” shall mean any Person (such as a Fiscal Intermediary, Blue Cross/Blue Shield or a private health insurance company) which is obligated to reimburse or otherwise make payments to health care providers who provide medical care or medical assistance or other goods or services for eligible patients under Medicare, Medicaid or any other public or private insurance contract.

“Trademarks” shall mean, collectively, with respect to each Pledgor, all trademarks (including service marks), slogans, logos, certification marks, trade dress, uniform resource locations (URL’s), domain names, corporate names and trade names, whether registered or unregistered, owned by or assigned to such Pledgor and all registrations and applications for the foregoing (whether statutory or common law and whether established or registered in the United States or any other country or any political subdivision thereof), together with any and all (i) rights and privileges arising under applicable law with respect to such Pledgor’s use of any trademarks, (ii) reissues, continuations, extensions and renewals thereof and amendments thereto, (iii) income, fees, royalties, damages and payments now and hereafter due and/or payable thereunder and with respect thereto, including damages, claims and payments for past, present or future infringements thereof, (iv) rights corresponding thereto throughout the world and (v) rights to sue for past, present and future infringements thereof.

“Trademark Security Agreement” shall mean an agreement substantially in the form of Exhibit 5 hereto.

“UCC” shall mean the Uniform Commercial Code as in effect from time to time in the State of New York; provided, however, that, at any time, if by reason of mandatory provisions of law, any or all of the perfection or priority of the Administrative Agent’s and the Secured Parties’ security interest in any item or portion of the Pledged Collateral is governed by the Uniform Commercial Code as in effect in a jurisdiction other than the State of New York, the term “UCC” shall mean the Uniform Commercial Code as in effect, at such time, in such other jurisdiction for purposes of the provisions hereof relating to such perfection or priority and for purposes of definitions relating to such provisions.

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“Voting Stock” means Equity Interests of the class or classes pursuant to which the holders thereof have the general voting power under ordinary circumstances to elect at least a majority of the board of directors, managers or trustees of a corporation (irrespective of whether or not at the time Equity Interests of any other class or classes shall have or might have voting power by reason or the happening of any contingency).

SECTION 1.2. Interpretation. The rules of interpretation specified in the Credit Agreement (including Section 1.02 thereof) shall be applicable to this Agreement.

SECTION 1.3. Resolution of Drafting Ambiguities. Each Pledgor acknowledges and agrees that it was represented by counsel in connection with the execution and delivery hereof, that it and its counsel reviewed and participated in the preparation and negotiation hereof and that any rule of construction to the effect that ambiguities are to be resolved against the drafting party (i.e., the Administrative Agent) shall not be employed in the interpretation hereof.

SECTION 1.4. Perfection Certificate. The Administrative Agent and each Secured Party agree that the Perfection Certificate and all descriptions of Pledged Collateral, schedules, amendments and supplements thereto are and shall at all times remain a part of this Agreement.

ARTICLE II

GRANT OF SECURITY AND OBLIGATIONS

(1) Grant of Security Interest. As collateral security for the payment and performance in full of all the Obligations, each Pledgor hereby pledges and grants to the Administrative Agent for the benefit of the Secured Parties, a lien on and security interest in all of the right, title and interest of such Pledgor in, to and under the following property, wherever located, and whether now existing or hereafter arising or acquired from time to time (collectively, the “Pledged Collateral”):

(i) all Accounts;

(ii) all Equipment, Goods, Inventory and Fixtures;

(iii) all Documents, Instruments and Chattel Paper;

(iv) all Letters of Credit and Letter-of-Credit Rights;

(v) all Securities Collateral;

(vi) all Investment Property;

(vii) all Intellectual Property Collateral;

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(viii) the Commercial Tort Claims described on Schedule 12 to the Perfection Certificate;

(ix) all General Intangibles;

(x) all Money and all Deposit Accounts;

(xi) all Supporting Obligations;

(xii) all books and records relating to the Pledged Collateral; and

(xiii) to the extent not covered by clauses (i) through (xii) of this sentence, all other personal property of such Pledgor, whether tangible or intangible, and all Proceeds and products of each of the foregoing and all accessions to, substitutions and replacements for, and rents, profits and products of, each of the foregoing, any and all Proceeds of any insurance, indemnity, warranty or guaranty payable to such Pledgor from time to time with respect to any of the foregoing.

Notwithstanding anything to the contrary contained in clauses (i) through (xiii) above, the security interest created by this Agreement shall not extend to, and the term “Pledged Collateral” shall not include, any Excluded Property and (i) the Pledgors shall from time to time at the request of the Administrative Agent give written notice to the Administrative Agent identifying in reasonable detail the Excluded Property and shall provide to the Administrative Agent such other information regarding the Excluded Property as the Administrative Agent may reasonably request and (ii) from and after the Closing Date, no Pledgor shall permit to become effective in any document creating, governing or providing for any permit, license or agreement a provision that would prohibit the creation of a Lien on such permit, license or agreement in favor of the Administrative Agent unless such Pledgor believes, in its reasonable judgment, that such prohibition is usual and customary in transactions of such type.

SECTION 2.2. Filings.

(b) Each Pledgor hereby irrevocably authorizes the Administrative Agent at any time and from time to time to file in any relevant jurisdiction any financing statements (including fixture filings) and amendments thereto that contain the information required by Article 9 of the Uniform Commercial Code of each applicable jurisdiction for the filing of any financing statement or amendment relating to the Pledged Collateral, including (i) whether such Pledgor is an organization, the type of organization and any organizational identification number issued to such Pledgor, (ii) any financing or continuation statements or other documents without the signature of such Pledgor where permitted by law, including the filing of a financing statement describing the Pledged Collateral as “all assets now owned or hereafter acquired by the Pledgor or in which Pledgor otherwise has rights” and (iii) in the case of a financing

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statement filed as a fixture filing or covering Pledged Collateral constituting minerals or the like to be extracted or timber to be cut, a sufficient description of the real property to which such Pledged Collateral relates. Each Pledgor agrees to provide all information described in the immediately preceding sentence to the Administrative Agent promptly upon request by the Administrative Agent.

(c) Each Pledgor hereby ratifies its authorization for the Administrative Agent to file in any relevant jurisdiction any financing statements relating to the Pledged Collateral if filed prior to the date hereof.

(d) Each Pledgor hereby further authorizes the Administrative Agent to file filings with the United States Patent and Trademark Office or United States Copyright Office (or any successor office or any similar office in any other applicable country), including this Agreement, the Copyright Security Agreement, the Patent Security Agreement and the Trademark Security Agreement, or other documents for the purpose of perfecting, confirming, continuing, enforcing or protecting the security interest granted by such Pledgor hereunder, without the signature of such Pledgor, and naming such Pledgor, as debtor, and the Administrative Agent, as secured party.

ARTICLE III

PERFECTION; SUPPLEMENTS; FURTHER ASSURANCES;

USE OF PLEDGED COLLATERAL

SECTION 3.1. Delivery of Certificated Securities Collateral. Each Pledgor represents and warrants that all certificates representing or evidencing the Securities Collateral in existence on the date hereof have been delivered to the Administrative Agent in suitable form for transfer by delivery or accompanied by duly executed instruments of transfer or assignment in blank and that the Administrative Agent has a perfected first priority security interest therein. Each Pledgor hereby agrees that all certificates representing or evidencing Securities Collateral acquired by such Pledgor after the date hereof shall promptly (but in any event within thirty (30) days after receipt thereof by such Pledgor) be delivered to and held by or on behalf of the Administrative Agent pursuant hereto. All certificated Securities Collateral shall be in suitable form for transfer by delivery or shall be accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance reasonably satisfactory to the Administrative Agent. The Administrative Agent shall have the right, at any time upon the occurrence and during the continuance of any Event of Default, to endorse, assign or otherwise transfer to or to register in the name of the Administrative Agent or any of its nominees or endorse for negotiation any or all of the Securities Collateral, without any indication that such Securities Collateral is subject to the security interest hereunder. In addition, upon the occurrence and during the continuance of an Event of Default, the Administrative Agent shall have the right at any time to exchange certificates representing or evidencing Securities Collateral for certificates of smaller or larger denominations.

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SECTION 3.2. Perfection of Uncertificated Securities Collateral. Each Pledgor represents and warrants that the Administrative Agent (assuming due filing of applicable UCC financing statement) has a perfected first priority security interest in all uncertificated Pledged Securities pledged by it hereunder that are in existence on the date hereof subject only to Permitted Liens. Each Pledgor hereby agrees that if any of the Pledged Securities are at any time not evidenced by certificates of ownership, then each applicable Pledgor shall, to the extent permitted by applicable law, (i) cause or, in the case of an issuer that is not a Pledgor, use commercially reasonable efforts to cause the issuer to execute and deliver to the Administrative Agent an acknowledgment of the pledge of such Pledged Securities substantially in the form of Exhibit 1 hereto or such other form that is reasonably satisfactory to the Administrative Agent, (ii) if necessary or desirable to perfect a security interest in such Pledged Securities, cause or, in the case of an issuer that is not a Pledgor, use commercially reasonable efforts to cause such pledge to be recorded on the equityholder register or the books of the issuer, execute any customary pledge forms or other documents necessary or appropriate to complete the pledge and give the Administrative Agent the right to transfer such Pledged Securities under the terms hereof, (iii) upon the reasonable request by the Administrative Agent, provide to the Administrative Agent an opinion of counsel, in form and substance reasonably satisfactory to the Administrative Agent, confirming such pledge and perfection thereof, and (iv) after the occurrence and during the continuance of any Event of Default, upon request by the Administrative Agent, (A) use commercially reasonable efforts to cause the Organization Documents of each such issuer that is a Subsidiary of the Borrower to be amended to provide that such Pledged Securities shall be treated as “securities” for purposes of the UCC and (B) cause such Pledged Securities to become certificated and delivered to the Administrative Agent in accordance with the provisions of Section 3.1.

SECTION 3.3. Financing Statements and Other Filings; Maintenance of Perfected Security Interest. Each Pledgor represents and warrants that all financing statements, agreements, instruments and other documents necessary to perfect the security interest granted by it to the Administrative Agent in respect of the Pledged Collateral have been delivered to the Administrative Agent in completed and, to the extent necessary or appropriate, duly executed form for filing in each governmental, municipal or other office specified in Schedule 6 to the Perfection Certificate. Each Pledgor agrees that at the sole cost and expense of the Pledgors, such Pledgor will maintain the security interest created by this Agreement in the Pledged Collateral as a perfected first priority security interest subject only to Permitted Liens and subject to the proper and timely filing of continuation statements by the Administrative Agent.

SECTION 3.4. Other Actions. In order to further ensure the attachment, perfection and priority of, and the ability of the Administrative Agent to enforce, the Administrative Agent’s security interest in the Pledged Collateral, each Pledgor represents and warrants (as to itself) as follows and agrees, in each case at such Pledgor’s own expense, to take the following actions with respect to the following Pledged Collateral:

(a) Instruments and Tangible Chattel Paper. As of the date hereof, no amounts payable under or in connection with any of the Pledged Collateral are evidenced by any Instrument or Tangible Chattel Paper other than such Instruments and Tangible

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Chattel Paper listed in Schedule 10 to the Perfection Certificate. Each Instrument and each item of Tangible Chattel Paper listed in Schedule 10 to the Perfection Certificate has been properly endorsed, assigned and delivered to the Administrative Agent, accompanied by instruments of transfer or assignment duly executed in blank. If any amount then payable under or in connection with any of the Pledged Collateral shall be evidenced by any Instrument or Tangible Chattel Paper, and such amount, together with all amounts payable evidenced by any Instrument or Tangible Chattel Paper not previously delivered to the Administrative Agent exceeds $1,000,000 in the aggregate for all Pledgors, the Pledgor acquiring such Instrument or Tangible Chattel Paper shall promptly (but in any event within thirty (30) days after receipt thereof) endorse, assign and deliver the same to the Administrative Agent, accompanied by such instruments of transfer or assignment duly executed in blank as the Administrative Agent may from time to time specify.

(b) Deposit Accounts. As of the date hereof, no Pledgor has any Deposit Accounts other than the accounts listed in Schedule 13 to the Perfection Certificate. Assuming the due execution of Deposit Account Control Agreements, the Administrative Agent has a first priority security interest in each such Deposit Account (other than Excluded Accounts), which security interest is perfected by Control. Each Pledgor shall establish and maintain one or more Deposit Accounts into which such Pledgor shall promptly deposit, and shall direct each Fiscal Intermediary or other Third Party Payor, in accordance with applicable law, including, without limitation, the Medicare and Medicaid regulations, to directly remit, all payments in respect of any Medicare Accounts or Medicaid Accounts (the “Medicare and Medicaid Accounts”). Such Medicare and Medicaid Accounts shall be under the sole control of the applicable Pledgor; provided that, except with respect to the SunTrust Deposit Accounts, on each Business Day the Pledgors shall remit, or authorize, direct and instruct the depository banks at which such separate deposit accounts are maintained to remit, by federal funds wire transfer all funds received or deposited into such deposit accounts (to the extent such funds are available funds) to one of the Deposit Accounts subject to the Administrative Agent’s Control. Upon request of the Administrative Agent, the applicable Pledgor shall remit all available funds from each SunTrust Deposit Account by federal funds wire transfer to a Deposit Account subject to the Administrative Agent’s Control. No Pledgor shall hereafter establish and maintain any Deposit Account (other than Excluded Accounts) unless (1) it shall have given the Administrative Agent 30 days’ prior written notice of its intention to establish such new Deposit Account with a Bank, (2) such Bank shall be reasonably acceptable to the Administrative Agent and (3) such Bank and such Pledgor shall have duly executed and delivered to the Administrative Agent a Deposit Account Control Agreement with respect to such Deposit Account. The Administrative Agent agrees with each Pledgor that the Administrative Agent shall not give any instructions directing the disposition of funds from time to time credited to any Deposit Account (other than Excluded Accounts) or withhold any withdrawal rights from such Pledgor with respect to funds from time to time credited to any Deposit Account (other than Excluded Accounts) unless an Event of Default has occurred and is continuing. Each Pledgor agrees that once

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the Administrative Agent sends an instruction or notice to a Bank exercising its Control over any Deposit Account (other than Excluded Accounts) such Pledgor shall not give any instructions or orders with respect to such Deposit Account including, without limitation, instructions for distribution or transfer of any funds in such Deposit Account. No Pledgor shall grant Control of any Deposit Account to any person other than the Administrative Agent.

(c) Securities Accounts and Commodity Accounts. (i) As of the date hereof, no Pledgor has any Securities Accounts or Commodity Accounts other than those listed in Schedule 13 to the Perfection Certificate. Assuming the due execution of Securities Account Control Agreements or Commodity Account Control Agreements, the Administrative Agent has a first priority security interest in each such Securities Account and Commodity Account (other than Excluded Accounts), which security interest is perfected by Control. No Pledgor shall hereafter establish and maintain any Securities Account or Commodity Account with any Securities Intermediary or Commodity Intermediary (other than Excluded Accounts) unless (1) it shall have given the Administrative Agent 30 days’ prior written notice of its intention to establish such new Securities Account or Commodity Account with such Securities Intermediary or Commodity Intermediary, (2) such Securities Intermediary or Commodity Intermediary shall be reasonably acceptable to the Administrative Agent and (3) such Securities Intermediary or Commodity Intermediary, as the case may be, and such Pledgor shall have duly executed and delivered a Control Agreement with respect to such Securities Account or Commodity Account, as the case may be. Each Pledgor shall accept any cash and Investment Property in trust for the benefit of the Administrative Agent and within three (3) Business Days of actual receipt thereof, deposit any and all cash and Investment Property received by it into a Deposit Account or Securities Account subject to Administrative Agent’s Control. The Administrative Agent agrees with each Pledgor that the Administrative Agent shall not give any Entitlement Orders or instructions or directions to any issuer of uncertificated securities, Securities Intermediary or Commodity Intermediary, and shall not withhold its consent to the exercise of any withdrawal or dealing rights by such Pledgor, unless an Event of Default has occurred and is continuing or, after giving effect to any such investment and withdrawal rights, would occur. Each Pledgor agrees that once the Administrative Agent sends an instruction or notice to a Securities Intermediary or Commodity Intermediary exercising its Control over any Securities Account and Commodity Account such Pledgor shall not give any instructions or orders with respect to such Securities Account and Commodity Account including, without limitation, instructions for investment, distribution or transfer of any Investment Property or financial asset maintained in such Securities Account or Commodity Account. No Pledgor shall grant Control over any Investment Property to any person other than the Administrative Agent.

(ii) As between the Administrative Agent and the Pledgors, the Pledgors shall bear the investment risk with respect to the Investment Property and Pledged Securities, and the risk of loss of, damage to, or the

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destruction of the Investment Property and Pledged Securities, whether in the possession of, or maintained as a Security Entitlement or deposit by, or subject to the Control of, the Administrative Agent, a Securities Intermediary, a Commodity Intermediary, any Pledgor or any other person.

(d) Electronic Chattel Paper and Transferable Records. As of the date hereof, no amount under or in connection with any of the Pledged Collateral is evidenced by any Electronic Chattel Paper or any “transferable record” (as that term is defined in Section 201 of the Federal Electronic Signatures in Global and National Commerce Act, or in Section 16 of the Uniform Electronic Transactions Act as in effect in any relevant jurisdiction) other than such Electronic Chattel Paper and transferable records listed in Schedule 10 to the Perfection Certificate. If any amount payable under or in connection with any of the Pledged Collateral shall be evidenced by any Electronic Chattel Paper or any transferable record, the Pledgor acquiring such Electronic Chattel Paper or transferable record shall promptly notify the Administrative Agent thereof and shall take such action as the Administrative Agent may reasonably request to vest in the Administrative Agent control of such Electronic Chattel Paper under Section 9-105 of the UCC or control under Section 201 of the Federal Electronic Signatures in Global and National Commerce Act or, as the case may be, Section 16 of the Uniform Electronic Transactions Act, as so in effect in such jurisdiction, of such transferable record. The requirement in the preceding sentence shall not apply to the extent that such amount, together with all amounts payable evidenced by Electronic Chattel Paper or any transferable record in which the Administrative Agent has not been vested control within the meaning of the statutes described in the immediately preceding sentence, does not exceed $1,000,000 in the aggregate for all Pledgors. The Administrative Agent agrees with such Pledgor that the Administrative Agent will arrange, pursuant to procedures satisfactory to the Administrative Agent and so long as such procedures will not result in the Administrative Agent’s loss of control, for the Pledgor to make alterations to the Electronic Chattel Paper or transferable record permitted under Section 9-105 of the UCC or, as the case may be, Section 201 of the Federal Electronic Signatures in Global and National Commerce Act or Section 16 of the Uniform Electronic Transactions Act for a party in control to allow without loss of control, unless an Event of Default has occurred and is continuing or would occur after taking into account any action by such Pledgor with respect to such Electronic Chattel Paper or transferable record.

(e) Letter-of-Credit Rights. If any Pledgor is at any time a beneficiary under a Letter of Credit now or hereafter issued, such Pledgor shall promptly notify the Administrative Agent thereof and such Pledgor shall, upon the occurrence and during the continuation of an Event of Default, at the request of the Administrative Agent, pursuant to an agreement in form and substance reasonably satisfactory to the Administrative Agent, either (i) arrange for the issuer and any confirmer of such Letter of Credit to consent to an assignment to the Administrative Agent of the proceeds of any drawing under the Letter of Credit or (ii) arrange for the Administrative Agent to become the transferee beneficiary of such Letter of Credit, with the Administrative Agent agreeing, in

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each case, that the proceeds of any drawing under the Letter of Credit are to be applied as provided in the Credit Agreement. The actions in the preceding sentence shall not be required to the extent that the amount of any such Letter of Credit, together with the aggregate amount of all other Letters of Credit for which the actions described above in clauses (i) and (ii) have not been taken, does not exceed $1,000,000 in the aggregate for all Pledgors.

(f) Commercial Tort Claims. As of the date hereof, each Pledgor hereby represents and warrants that it holds no Commercial Tort Claims other than those listed in Schedule 12 to the Perfection Certificate. If any Pledgor shall at any time hold or acquire a Commercial Tort Claim, such Pledgor shall promptly (but in any event within 30 days after acquisition thereof) notify the Administrative Agent in writing signed by such Pledgor of the brief details thereof and grant to the Administrative Agent in such writing a security interest therein and in the Proceeds thereof, all upon the terms of this Agreement, with such writing to be in form and substance reasonably satisfactory to the Administrative Agent. The requirement in the preceding sentence shall not apply to the extent that the amount of such Commercial Tort Claim, together with the amount of all other Commercial Tort Claims held by any Pledgor in which the Administrative Agent does not have a security interest, does not exceed $1,000,000 in the aggregate for all Pledgors.

(g) Motor Vehicles. Upon the request of the Administrative Agent, each Pledgor shall deliver to the Administrative Agent originals of the certificates of title or ownership for the motor vehicles (and any other Equipment covered by certificates of title or ownership) owned by it, with the Administrative Agent listed as lienholder therein. Such requirement shall not apply if any such motor vehicle (or any such other Equipment) is valued at less than $50,000, provided that the aggregate value of all motor vehicles (and such Equipment) as to which any Pledgor has not delivered a certificate of title or ownership is less than $1,000,000.

(h) Material Contracts. Each Grantor will perform and comply in all material respects with all its obligations under the Material Contracts. Each Grantor will not amend, modify, terminate (other than in accordance with its terms), waive or fail to enforce any provision of any Material Contract in any manner which could reasonably be expected to have a Material Adverse Effect. Each Grantor will deliver to the Administrative Agent a copy of each demand, notice or document received by it relating in any way to any Material Contract which could reasonably be expected to have a Material Adverse Effect.

SECTION 3.5. Joinder of Additional Guarantors. The Pledgors shall cause each Subsidiary of the Borrower which, from time to time, after the date hereof shall be required to pledge any assets to the Administrative Agent for the benefit of the Secured Parties pursuant to the provisions of the Credit Agreement, (a) to execute and deliver to the Administrative Agent (i) a Joinder Agreement substantially in the form of Exhibit A to the Guaranty and (ii) a Perfection Certificate, in each case, within thirty (30) days of the date on which it was acquired or created or (b) in the case of a Subsidiary organized outside of the United States required to

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pledge any assets to the Administrative Agent, to execute and deliver to the Administrative Agent such documentation as the Administrative Agent shall reasonably request and, in each case with respect to clauses (a) and (b) above and, in each case, upon such execution and delivery, such Subsidiary shall constitute a “Guarantor” and a “Pledgor” for all purposes hereunder with the same force and effect as if originally named as a Guarantor and Pledgor herein. The execution and delivery of such Joinder Agreement shall not require the consent of any Pledgor hereunder. The rights and obligations of each Pledgor hereunder shall remain in full force and effect notwithstanding the addition of any new Guarantor and Pledgor as a party to this Agreement.

SECTION 3.6. Supplements; Further Assurances. Each Pledgor shall take such further actions, and execute and/or deliver to the Administrative Agent such additional financing statements, amendments, assignments, agreements, supplements, powers and instruments, as the Administrative Agent may in its reasonable judgment deem necessary or appropriate in order to create, perfect, preserve and protect the security interest in the Pledged Collateral as provided herein and the rights and interests granted to the Administrative Agent hereunder, to carry into effect the purposes hereof or better to assure and confirm the validity, enforceability and priority of the Administrative Agent’s security interest in the Pledged Collateral or permit the Administrative Agent to exercise and enforce its rights, powers and remedies hereunder with respect to any Pledged Collateral, including the filing of financing statements, continuation statements and other documents (including this Agreement) under the Uniform Commercial Code (or other similar laws) in effect in any jurisdiction with respect to the security interest created hereby and the execution and delivery of Control Agreements, all in form reasonably satisfactory to the Administrative Agent and in such offices (including the United States Patent and Trademark Office and the United States Copyright Office) wherever required by law to perfect, continue and maintain the validity, enforceability and priority of the security interest in the Pledged Collateral as provided herein and to preserve the other rights and interests granted to the Administrative Agent hereunder, as against third parties, with respect to the Pledged Collateral. Without limiting the generality of the foregoing, each Pledgor shall make, execute, endorse, acknowledge, file or refile and/or deliver to the Administrative Agent from time to time upon reasonable request by the Administrative Agent such lists, schedules, descriptions and designations of the Pledged Collateral, copies of warehouse receipts, receipts in the nature of warehouse receipts, bills of lading, documents of title, vouchers, invoices, schedules, confirmatory assignments, supplements, additional security agreements, conveyances, financing statements, transfer endorsements, powers of attorney, certificates, reports and other assurances or instruments as the Administrative Agent shall reasonably request. If an Event of Default has occurred and is continuing, the Administrative Agent may institute and maintain, in its own name or in the name of any Pledgor, such suits and proceedings as the Administrative Agent may be advised by counsel shall be reasonably necessary or expedient to prevent any impairment of the security interest in or the perfection thereof in the Pledged Collateral. All of the foregoing shall be at the sole cost and expense of the Pledgors.

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SECTION 3.7. Pledgor Changes; Information Regarding Collateral. No Pledgor shall effect any change (i) in any Pledgor’s legal name, (ii) in the location of any Pledgor’s chief executive office, (iii) in any Pledgor’s identity or organizational structure, (iv) in any Pledgor’s Federal Taxpayer Identification Number or organizational identification number, if any, or (v) in any Pledgor’s jurisdiction of organization (in each case, including by merging with or into any other entity, reorganizing, dissolving, liquidating, reorganizing or organizing in any other jurisdiction), until (A) it shall have given the Administrative Agent not less than 15 days’ prior written notice (in the form of an certificate from a Responsible Officer), or such lesser notice period agreed to by the Administrative Agent, of its intention so to do, clearly describing such change and providing such other information in connection therewith as the Administrative Agent may reasonably request and (B) it shall have taken all action reasonably satisfactory to the Administrative Agent to maintain the perfection and priority of the security interest of the Administrative Agent for the benefit of the Secured Parties in the Collateral, if applicable. Each Pledgor agrees to promptly provide the Administrative Agent with certified Organization Documents reflecting any of the changes described in the preceding sentence.

ARTICLE IV

REPRESENTATIONS, WARRANTIES AND COVENANTS

Each Pledgor represents, warrants and covenants as follows:

SECTION 4.1. Title. Except for the security interest granted to the Administrative Agent for the benefit of the Secured Parties pursuant to this Agreement and Permitted Liens, such Pledgor owns and has rights and, as to Pledged Collateral acquired by it from time to time after the date hereof, will own and have rights in each item of Pledged Collateral pledged by it hereunder, free and clear of any and all Liens or claims of others other than with respect to Pledged Securities for restrictions on transfer imposed by applicable state and federal securities laws. In addition, no Liens or claims exist on the Securities Collateral, other than Permitted Liens and except with respect to Pledged Securities for restrictions on transfer pursuant to applicable federal and state securities laws.

SECTION 4.2. Validity of Security Interest. The security interest in and Lien on the Pledged Collateral granted to the Administrative Agent for the benefit of the Secured Parties hereunder constitutes (a) a legal and valid security interest in all the Pledged Collateral securing the payment and performance of the Obligations, and (b) subject to the filings and other actions described in Schedule 6 to the Perfection Certificate (to the extent required to be listed on the schedules to the Perfection Certificate as of the date this representation is made or deemed made), a perfected security interest in all the Pledged Collateral (other than with respect to real property leases). The security interest and Lien granted to the Administrative Agent for the benefit of the Secured Parties pursuant to this Agreement in and on the Pledged Collateral will at all times constitute a perfected, continuing security interest therein (other than with respect to real property leases), prior to all other Liens on the Pledged Collateral except for Permitted Liens and with respect to the Pledged Securities, to restrictions on transfer under applicable state and

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federal securities laws, subject to the filing of continuation statements as required by applicable law.

SECTION 4.3. Defense of Claims; Transferability of Pledged Collateral. Subject to Section 7.09 of the Credit Agreement, each Pledgor shall, at its own cost and expense, defend title to the Pledged Collateral pledged by it hereunder and the security interest therein and Lien thereon granted to the Administrative Agent and the priority thereof against all claims and demands of all persons, at its own cost and expense, at any time claiming any interest therein adverse to the Administrative Agent or any other Secured Party other than Permitted Liens. Subject to Section 7.09 of the Credit Agreement, there is no agreement, order, judgment or decree, and no Pledgor shall enter into any agreement or take any other action, that would restrict the transferability of any of the Pledged Collateral or otherwise impair or conflict with such Pledgor’s obligations or the rights of the Administrative Agent hereunder.

SECTION 4.4. Other Financing Statements. It has not filed, nor authorized any third party to file (nor will there be), any valid or effective financing statement (or similar statement, instrument of registration or public notice under the law of any jurisdiction) covering or purporting to cover any interest of any kind in the Pledged Collateral, except such as have been filed in favor of the Administrative Agent pursuant to this Agreement or in favor of any holder of a Permitted Lien with respect to such Permitted Lien or financing statements or public notices relating to the termination statements listed on Schedule 8(a) to the Perfection Certificate. No Pledgor shall execute, authorize or permit to be filed in any public office any financing statement (or similar statement, instrument of registration or public notice under the law of any jurisdiction) relating to any Pledged Collateral, except financing statements and other statements and instruments filed or to be filed in respect of and covering the security interests granted by such Pledgor to the Administrative Agent or the holder of the Permitted Liens.

SECTION 4.5. Location of Inventory and Equipment. It shall not move any Equipment or Inventory to any location, other than any location that is listed in the relevant Schedules to the Perfection Certificate and other than moves to new locations in the ordinary course of business, unless it shall have given the Administrative Agent not less than 15 days’ prior written notice (in the form of a certificate of a Responsible Officer) of its intention so to do, clearly describing such new location and providing such other information in connection therewith as the Administrative Agent may request; provided that in no event shall any Equipment or Inventory be moved to any location outside of the continental United States.

SECTION 4.6. Due Authorization and Issuance. All of the Pledged Securities existing on the date hereof have been, and to the extent any Pledged Securities are hereafter issued, such Pledged Securities will be, upon such issuance, duly authorized, validly issued and fully paid and non-assessable to the extent applicable. There is no amount or other obligation owing by any Pledgor to any issuer of the Pledged Securities in exchange for or in connection with the issuance of the Pledged Securities or any Pledgor’s status as a partner or a member of any issuer of the Pledged Securities other than with respect to the Joint Venture Entities, as set forth in the Organization Documents of such Joint Venture Entity.

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SECTION 4.7. Consents, etc. In the event that the Administrative Agent desires to exercise any remedies, voting or consensual rights or attorney-in-fact powers set forth in this Agreement and determines it necessary to obtain any approvals or consents of any Governmental Authority or Joint Venture Entity or any other person therefor, then, upon the reasonable request of the Administrative Agent, such Pledgor agrees to use its commercially reasonable efforts to assist and aid the Administrative Agent to obtain as soon as practicable any necessary approvals or consents for the exercise of any such remedies, rights and powers.

SECTION 4.8. Pledged Collateral. All information set forth herein, including the schedules hereto, and all information contained in any documents, schedules and lists heretofore delivered to any Secured Party, including the Perfection Certificate and the schedules thereto, in connection with this Agreement, in each case, relating to the Pledged Collateral, is accurate and complete in all material respects. The Pledged Collateral described on the schedules to the Perfection Certificate constitutes all of the material property of such type of Pledged Collateral owned or held by the Pledgors.

SECTION 4.9. Insurance. In the event that the proceeds of any insurance claim are paid to any Pledgor after the Administrative Agent has exercised its right to foreclose after an Event of Default, such Net Cash Proceeds shall be held in trust for the benefit of the Administrative Agent and immediately after receipt thereof shall be paid to the Administrative Agent for application in accordance with the Credit Agreement.

SECTION 4.10. Material Contracts. Each Material Contract is in full force and effect and constitutes a valid and legally enforceable obligation of the parties thereto, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing. No Pledgor is in default in the performance or observance of any of the terms of any Material Contract, except as could not reasonably be expected to have a Material Adverse Effect. The right, title and interest of each Pledgor in, to and under the Material Contracts are not subject to any defenses, offsets, counterclaims or claims that could reasonably be expected to have a Material Adverse Effect. Each Pledgor has delivered to the Administrative Agent a complete and correct copy of each Material Contract, including all amendments, supplements and other modifications thereto.

ARTICLE V

CERTAIN PROVISIONS CONCERNING SECURITIES COLLATERAL

SECTION 5.1. Pledge of Additional Securities Collateral. Each Pledgor shall, upon obtaining any Pledged Securities or Intercompany Notes of any person, accept the same in trust for the benefit of the Administrative Agent and promptly (but in any event within thirty (30) days after receipt thereof) deliver to the Administrative Agent a pledge amendment, duly executed by such Pledgor, in substantially the form of Exhibit 2 hereto (each, a “Pledge Amendment”), and the certificates and other documents required under Section 3.1 and

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Section 3.2 hereof in respect of the additional Pledged Securities or Intercompany Notes which are to be pledged pursuant to this Agreement, and confirming the attachment of the Lien hereby created on and in respect of such additional Pledged Securities or Intercompany Notes. Each Pledgor hereby authorizes the Administrative Agent to attach each Pledge Amendment to this Agreement and agrees that all Pledged Securities or Intercompany Notes listed on any Pledge Amendment delivered to the Administrative Agent shall for all purposes hereunder be considered Pledged Collateral.

SECTION 5.2. Voting Rights; Distributions; etc.

(a) So long as no Event of Default shall have occurred and be continuing:

(i) Each Pledgor shall be entitled to exercise any and all voting and other consensual rights pertaining to the Securities Collateral or any part thereof for any purpose not inconsistent with the terms or purposes hereof, the Credit Agreement or any other document evidencing the Obligations; provided, however, that no Pledgor shall in any event exercise such rights in any manner which could reasonably be expected to have a Material Adverse Effect.

(ii) Each Pledgor shall be entitled to receive and retain, and to utilize free and clear of the Lien hereof, any and all Distributions, but only if and to the extent made in accordance with the provisions of the Credit Agreement; provided, however, that any and all such Distributions consisting of rights or interests in the form of securities shall be forthwith delivered to the Administrative Agent to hold as Pledged Collateral and shall, if received by any Pledgor, be received in trust for the benefit of the Administrative Agent, be segregated from the other property or funds of such Pledgor and be promptly (but in any event within thirty (30) days after receipt thereof) delivered to the Administrative Agent as Pledged Collateral in the same form as so received (with any necessary endorsement).

(b) So long as no Event of Default shall have occurred and be continuing, the Administrative Agent shall be deemed without further action or formality to have granted to each Pledgor all necessary consents relating to voting rights and shall, if necessary, upon written request of any Pledgor and at the sole cost and expense of the Pledgors, from time to time execute and deliver (or cause to be executed and delivered) to such Pledgor all such instruments as such Pledgor may reasonably request in order to permit such Pledgor to exercise the voting and other rights which it is entitled to exercise pursuant to Section 5.2(a)(i) hereof and to receive the Distributions which it is authorized to receive and retain pursuant to Section 5.2(a)(ii) hereof.

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(c) Upon the occurrence and during the continuance of any Event of Default:

(i) All rights of each Pledgor to exercise the voting and other consensual rights it would otherwise be entitled to exercise pursuant to Section 5.2(a)(i) hereof shall immediately cease, and all such rights shall thereupon become vested in the Administrative Agent, which shall thereupon have the sole right to exercise such voting and other consensual rights; provided that, with respect to the Joint Venture Entities, to the extent the Organization Documents of the Joint Venture Entities do not permit the Administrative Agent to exercise such voting and other consensual rights, the applicable Pledgor shall retain such voting and other consensual rights it is entitled to exercise under the Organization Documents of such entities; provided, however, that no Pledgor shall in any event exercise such rights in any manner which could reasonably be expected to have a Material Adverse Effect.

(ii) All rights of each Pledgor to receive Distributions which it would otherwise be authorized to receive and retain pursuant to Section 5.2(a)(ii) hereof shall immediately cease and all such rights shall thereupon become vested in the Administrative Agent, which shall thereupon have the sole right to receive and hold as Pledged Collateral such Distributions.

(iii) Notwithstanding the foregoing, the remedies described in Sections 5.2(c)(i) and (ii) shall not apply with respect to Securities Collateral constituting Equity Interests in any Joint Venture Entity unless, to the extent required by the Organization Document of such Joint Venture Entity, consented to by (x) the members of such Joint Venture Entity and/or (y) the board of managers of such Joint Venture Entity; provided, in each case, that the consent of any Pledgor shall not be withheld or delayed.

(d) Each Pledgor shall, at its sole cost and expense, from time to time execute and deliver to the Administrative Agent appropriate instruments as the Administrative Agent may reasonably request in order to permit the Administrative Agent to exercise the voting and other rights which it may be entitled to exercise pursuant to Section 5.2(c)(i) hereof and to receive all Distributions which it may be entitled to receive under Section 5.2(c)(ii) hereof.

(e) All Distributions which are received by any Pledgor contrary to the provisions of Section 5.2(a)(ii) hereof shall be received in trust for the benefit of the Administrative Agent, shall be segregated from other funds of such Pledgor and shall immediately be paid over to the Administrative Agent as Pledged Collateral in the same form as so received (with any necessary endorsement).

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SECTION 5.3. Defaults, etc. Each Pledgor hereby represents and warrants that (i) such Pledgor is not in default in the payment of any portion of any mandatory capital contribution, if any, required to be made under any agreement to which such Pledgor is a party relating to the Pledged Securities pledged by it, and such Pledgor is not in violation of any other provisions of any such agreement to which such Pledgor is a party, or otherwise in default or violation thereunder except for such defaults or violations that could not reasonably be expected to result in a Material Adverse Effect, (ii) no Securities Collateral pledged by such Pledgor is subject to any defense, offset or counterclaim, nor have any of the foregoing been asserted or alleged against such Pledgor by any person with respect thereto, and (iii) as of the date hereof, there are no certificates, instruments, documents or other writings (other than the Organization Documents and certificates representing such Pledged Securities that have been delivered to the Administrative Agent) which evidence any Pledged Securities of such Pledgor.

SECTION 5.4. Certain Agreements of Pledgors As Issuers and Holders of Equity Interests.

(a) In the case of each Pledgor which is an issuer of Securities Collateral, such Pledgor agrees to be bound by the terms of this Agreement relating to the Securities Collateral issued by it and will comply with such terms insofar as such terms are applicable to it.

(b) In the case of each Pledgor which is a partner, shareholder or member, as the case may be, in a partnership, limited liability company or other entity, such Pledgor hereby consents to the extent required by the applicable Organization Document to the pledge by each other Pledgor, pursuant to the terms hereof, of the Pledged Securities in such partnership, limited liability company or other entity and, upon the occurrence and during the continuance of an Event of Default, to the transfer of such Pledged Securities to the Administrative Agent or its nominee and to the substitution of the Administrative Agent or its nominee as a substituted partner, shareholder or member in such partnership, limited liability company or other entity with all the rights, powers and duties of a general partner, limited partner, shareholder or member, as the case may be.

ARTICLE VI

CERTAIN PROVISIONS CONCERNING INTELLECTUAL

PROPERTY COLLATERAL

SECTION 6.1. Grant of Intellectual Property License. For the purpose of enabling the Administrative Agent, during the continuance of an Event of Default, to exercise rights and remedies under Article IX hereof at such time as the Administrative Agent shall be lawfully entitled to exercise such rights and remedies, and for no other purpose, each Pledgor hereby grants to the Administrative Agent, to the extent assignable, an irrevocable, non-exclusive license to use, assign, license or sublicense any of the Intellectual Property Collateral now owned or hereafter acquired by such Pledgor, wherever the same may be located. Such

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license shall include access to all media in which any of the licensed items may be recorded or stored and to all computer programs used for the compilation or printout hereof.

SECTION 6.2. Protection of Administrative Agent’s Security. On a continuing basis, each Pledgor shall, at its sole cost and expense, (i) promptly following its becoming aware thereof, notify the Administrative Agent of any material adverse determination in any proceeding or the institution of any proceeding in any federal, state or local court or administrative body or in the United States Patent and Trademark Office or the United States Copyright Office regarding any Material Intellectual Property Collateral, such Pledgor’s right to register such Material Intellectual Property Collateral or its right to keep and maintain such registration in full force and effect, (ii) maintain all Material Intellectual Property Collateral as presently used and operated, (iii) not permit to lapse or become abandoned any Material Intellectual Property Collateral, and not settle or compromise any pending or future litigation or administrative proceeding with respect to any such Material Intellectual Property Collateral, in either case except as shall be consistent with commercially reasonable business judgment, (iv) upon such Pledgor obtaining knowledge thereof, promptly notify the Administrative Agent in writing of any event which may be reasonably expected to materially and adversely affect the value or utility of any Material Intellectual Property Collateral or the rights and remedies of the Administrative Agent in relation thereto including a levy or any legal process against any Material Intellectual Property Collateral, (v) not license any Material Intellectual Property Collateral other than licenses entered into by such Pledgor in, or incidental to, the ordinary course of business, or amend or permit the amendment of any of such licenses in a manner that materially and adversely affects the right to receive payments thereunder, or in any manner that would materially impair the value of any Material Intellectual Property Collateral or the Lien on and security interest in the Material Intellectual Property Collateral created therein hereby, without the consent of the Administrative Agent, (vi) diligently keep adequate records respecting all Material Intellectual Property Collateral and (vii) furnish to the Administrative Agent from time to time upon the Administrative Agent’s reasonable request therefor reasonably detailed statements and amended schedules further identifying and describing the Material Intellectual Property Collateral and such other materials evidencing or reports pertaining to any Material Intellectual Property Collateral as the Administrative Agent may from time to time request.

SECTION 6.3. After-Acquired Property. If any Pledgor shall at any time after the date hereof (i) obtain any rights to any additional Material Intellectual Property Collateral or (ii) become entitled to the benefit of any additional Material Intellectual Property Collateral or any renewal or extension thereof, including any reissue, division, continuation, or continuation-in-part of any Material Intellectual Property Collateral, or any improvement on any Material Intellectual Property Collateral, or if any intent-to use trademark application is no longer subject to clause (c) of the definition of Excluded Property, the provisions hereof shall automatically apply thereto and any such item enumerated in the preceding clause (i) or (ii) shall automatically constitute Intellectual Property Collateral as if such would have constituted Intellectual Property Collateral at the time of execution hereof and be subject to the Lien and security interest created by this Agreement without further action by any party. Upon the request by the Administrative Agent, each Pledgor shall promptly provide to the Administrative Agent written notice of any of

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the foregoing and confirm the attachment of the Lien and security interest created by this Agreement to any rights described in clauses (i) and (ii) above by execution of an instrument in form reasonably acceptable to the Administrative Agent and the filing of any instruments or statements as shall be reasonably necessary to create, preserve, protect or perfect the Administrative Agent’s security interest in such Material Intellectual Property Collateral. Further, each Pledgor authorizes the Administrative Agent to modify this Agreement by amending Schedules 11(a), 11(b) and 11(c) to the Perfection Certificate to include any Material Intellectual Property Collateral of such Pledgor acquired or arising after the date hereof.

SECTION 6.4. Litigation. Unless there shall occur and be continuing any Event of Default, each Pledgor shall have the right to commence and prosecute in its own name, as the party in interest, for its own benefit and at the sole cost and expense of the Pledgors, such applications for protection of the Intellectual Property Collateral and suits, proceedings or other actions to prevent the infringement, counterfeiting, unfair competition, dilution, diminution in value or other damage as are necessary to protect the Intellectual Property Collateral. Upon the occurrence and during the continuance of any Event of Default, the Administrative Agent shall have the right but shall in no way be obligated to file applications for protection of the Intellectual Property Collateral and/or bring suit in the name of any Pledgor, the Administrative Agent or the Secured Parties to enforce the Intellectual Property Collateral and any license thereunder. In the event of such suit, each Pledgor shall, at the reasonable request of the Administrative Agent, do any and all lawful acts and execute any and all documents requested by the Administrative Agent in aid of such enforcement and the Pledgors shall promptly reimburse and indemnify the Administrative Agent for all costs and expenses incurred by the Administrative Agent in the exercise of its rights under this Section 6.4 in accordance with Section 10.04 of the Credit Agreement. In the event that the Administrative Agent shall elect not to bring suit to enforce the Intellectual Property Collateral, each Pledgor agrees, at the reasonable request of the Administrative Agent, to take all commercially reasonable actions necessary, whether by suit, proceeding or other action, to prevent the infringement, counterfeiting, unfair competition, dilution, diminution in value of or other damage to any of the Intellectual Property Collateral by any person.

ARTICLE VII

CERTAIN PROVISIONS CONCERNING RECEIVABLES

SECTION 7.1. Maintenance of Records. Each Pledgor shall keep and maintain at its own cost and expense complete records of each Receivable, in a manner consistent with ordinary business practice, including records of all payments received, all credits granted thereon, all merchandise returned and all other documentation relating thereto. Each Pledgor shall, at such Pledgor’s sole cost and expense, upon the Administrative Agent’s demand made at any time after the occurrence and during the continuance of any Event of Default, deliver all tangible evidence of Receivables, including all documents evidencing Receivables and any books and records relating thereto to the Administrative Agent or to its representatives (copies of which evidence and books and records may be retained by such Pledgor). Upon the occurrence and during the continuance of any Event of Default, the Administrative Agent may transfer a full

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and complete copy of any Pledgor’s books, records, credit information, reports, memoranda and all other writings relating to the Receivables to and for the use by any person that has acquired or is contemplating acquisition of an interest in the Receivables or the Administrative Agent’s security interest therein without the consent of any Pledgor.

SECTION 7.2. Legend. Each Pledgor shall legend, at the request of the Administrative Agent and in form and manner satisfactory to the Administrative Agent, the Receivables and the other books, records and documents of such Pledgor evidencing or pertaining to the Receivables with an appropriate reference to the fact that the Receivables have been assigned to the Administrative Agent for the benefit of the Secured Parties and that the Administrative Agent has a security interest therein.

SECTION 7.3. Modification of Terms, etc. No Pledgor shall rescind or cancel any obligations evidenced by any Receivable or modify any term thereof or make any adjustment with respect thereto except in the ordinary course of business, or extend or renew any such obligations except in the ordinary course of business or compromise or settle any dispute, claim, suit or legal proceeding relating thereto or sell any Receivable or interest therein except in the ordinary course of business without the prior written consent of the Administrative Agent. Each Pledgor shall timely fulfill all obligations on its part to be fulfilled under or in connection with the Receivables.

SECTION 7.4. Collection. Each Pledgor shall use its commercially reasonable efforts to collect from the Account Debtor of each of the Receivables, as and when due in the ordinary course of business (including Receivables that are delinquent, such Receivables to be collected in accordance with generally accepted commercial collection procedures), any and all amounts owing under or on account of such Receivable, and apply forthwith upon receipt thereof all such amounts as are so collected to the outstanding balance of such Receivable, except that any Pledgor may, with respect to a Receivable, allow in the ordinary course of business (i) a refund or credit due as a result of returned or damaged or defective merchandise and (ii) such extensions of time to pay amounts due in respect of Receivables and such other modifications of payment terms or settlements in respect of Receivables as shall be commercially reasonable in the circumstances, all in accordance with such Pledgor’s ordinary course of business consistent with its collection practices as in effect from time to time. The costs and expenses (including attorneys’ fees) of collection, in any case, whether incurred by any Pledgor, the Administrative Agent or any Secured Party, shall be paid by the Pledgors.

ARTICLE VIII

TRANSFERS

SECTION 8.1. Transfers of Pledged Collateral. No Pledgor shall sell, convey, assign or otherwise dispose of, or grant any option with respect to, any of the Pledged Collateral pledged by it hereunder except as expressly permitted by the Credit Agreement.

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ARTICLE IX

REMEDIES

SECTION 9.1. Remedies. Upon the occurrence and during the continuance of any Event of Default, the Administrative Agent may from time to time exercise in respect of the Pledged Collateral, in addition to the other rights and remedies provided for herein or otherwise available to it, the following remedies:

(i) Personally, or by agents or attorneys, immediately take possession of the Pledged Collateral or any part thereof, from any Pledgor or any other person who then has possession of any part thereof with or without notice or process of law, and for that purpose may enter upon any Pledgor’s premises where any of the Pledged Collateral is located, remove such Pledged Collateral, remain present at such premises to receive copies of all communications and remittances relating to the Pledged Collateral and use in connection with such removal and possession any and all services, supplies, aids and other facilities of any Pledgor;

(ii) Demand, sue for, collect or receive any money or property at any time payable or receivable in respect of the Pledged Collateral including instructing the obligor or obligors on any agreement, instrument or other obligation constituting part of the Pledged Collateral to make any payment required by the terms of such agreement, instrument or other obligation directly to the Administrative Agent, and in connection with any of the foregoing, compromise, settle, extend the time for payment and make other modifications with respect thereto; provided, however, that in the event that any such payments are made directly to any Pledgor, prior to receipt by any such obligor of such instruction, such Pledgor shall segregate all amounts received pursuant thereto in trust for the benefit of the Administrative Agent and shall promptly (but in no event later than three (3) Business Days after receipt thereof) pay such amounts to the Administrative Agent;

(iii) Sell, assign, grant a license to use or otherwise liquidate, or direct any Pledgor to sell, assign, grant a license to use or otherwise liquidate, any and all investments made in whole or in part with the Pledged Collateral or any part thereof, and take possession of the proceeds of any such sale, assignment, license or liquidation;

(iv) Take possession of the Pledged Collateral or any part thereof, by directing any Pledgor in writing to deliver the same to the Administrative Agent at any place or places so designated by the Administrative Agent, in which event such Pledgor shall at its own

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expense: (A) forthwith cause the same to be moved to the place or places designated by the Administrative Agent and therewith delivered to the Administrative Agent, (B) store and keep any Pledged Collateral so delivered to the Administrative Agent at such place or places pending further action by the Administrative Agent and (C) while the Pledged Collateral shall be so stored and kept, provide such security and maintenance services as shall be necessary to protect the same and to preserve and maintain them in good condition. Each Pledgor’s obligation to deliver the Pledged Collateral as contemplated in this Section 9.1(iv) is of the essence hereof. Upon application to a court of equity having jurisdiction, the Administrative Agent shall be entitled to a decree requiring specific performance by any Pledgor of such obligation;

(v) Withdraw all moneys, instruments, securities and other property in any bank, financial securities, deposit or other account of any Pledgor constituting Pledged Collateral for application to the Obligations as provided in Article X hereof;

(vi) Retain and apply the Distributions to the Obligations as provided in Article X hereof;

(vii) Exercise any and all rights as beneficial and legal owner of the Pledged Collateral, including perfecting assignment of and exercising any and all voting, consensual and other rights and powers with respect to any Pledged Collateral; and

(viii) Exercise all the rights and remedies of a secured party on default under the UCC, and the Administrative Agent may also in its sole discretion, without notice except as specified in Section 9.2 hereof, sell, assign or grant a license to use the Pledged Collateral or any part thereof in one or more parcels at public or private sale, at any exchange, broker’s board or at any of the Administrative Agent’s offices or elsewhere, for cash, on credit or for future delivery, and at such price or prices and upon such other terms as the Administrative Agent may deem commercially reasonable. The Administrative Agent or any other Secured Party or any of their respective Affiliates may be the purchaser, licensee, assignee or recipient of the Pledged Collateral or any part thereof at any such sale and shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Pledged Collateral sold, assigned or licensed at such sale, to use and apply any of the Obligations owed to such person as a credit on account of the purchase price of the Pledged Collateral or any part thereof payable by such person at such sale. Each purchaser, assignee, licensee or recipient at any such sale shall acquire the property sold, assigned or licensed absolutely free from any claim or right on the part of any Pledgor, and each Pledgor hereby

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waives, to the fullest extent permitted by law, all rights of redemption, stay and/or appraisal which it now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. The Administrative Agent shall not be obligated to make any sale of the Pledged Collateral or any part thereof regardless of notice of sale having been given. The Administrative Agent may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. Each Pledgor hereby waives, to the fullest extent permitted by law, any claims against the Administrative Agent arising by reason of the fact that the price at which the Pledged Collateral or any part thereof may have been sold, assigned or licensed at such a private sale was less than the price which might have been obtained at a public sale, even if the Administrative Agent accepts the first offer received and does not offer such Pledged Collateral to more than one offeree.

Notwithstanding the foregoing, the remedies described in Sections 9.1(iii), (iv), (vii) and (viii) shall not apply with respect to Securities Collateral constituting Equity Interests in any Joint Venture Entity unless, to the extent required by the Organization Document of such Joint Venture Entity, consented to by (x) the members of such Joint Venture Entity and/or (y) the board of managers of such Joint Venture Entity; provided, in each case, that the consent of any Pledgor shall not be withheld or delayed.

SECTION 9.2. Notice of Sale. Each Pledgor acknowledges and agrees that, to the extent notice of sale or other disposition of the Pledged Collateral or any part thereof shall be required by law, ten (10) days’ prior notice to such Pledgor of the time and place of any public sale or of the time after which any private sale or other intended disposition is to take place shall be commercially reasonable notification of such matters. No notification need be given to any Pledgor if it has signed, after the occurrence of an Event of Default, a statement renouncing or modifying any right to notification of sale or other intended disposition.

SECTION 9.3. Waiver of Notice and Claims. Each Pledgor hereby waives, to the fullest extent permitted by applicable law, notice or judicial hearing in connection with the Administrative Agent’s taking possession or the Administrative Agent’s disposition of the Pledged Collateral or any part thereof, including any and all prior notice and hearing for any prejudgment remedy or remedies and any such right which such Pledgor would otherwise have under law, and each Pledgor hereby further waives, to the fullest extent permitted by applicable law: (i) all damages occasioned by such taking of possession, (ii) all other requirements as to the time, place and terms of sale or other requirements with respect to the enforcement of the Administrative Agent’s rights hereunder and (iii) all rights of redemption, appraisal, valuation, stay, extension or moratorium now or hereafter in force under any applicable law. The Administrative Agent shall not be liable for any incorrect or improper payment made pursuant to this Article IX in the absence of gross negligence, bad faith or willful misconduct on the part of the Administrative Agent. Any sale of, or the grant of options to purchase, or any other

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realization upon, any Pledged Collateral shall operate to divest all right, title, interest, claim and demand, either at law or in equity, of the applicable Pledgor therein and thereto, and shall be a perpetual bar both at law and in equity against such Pledgor and against any and all persons claiming or attempting to claim the Pledged Collateral so sold, optioned or realized upon, or any part thereof, from, through or under such Pledgor.

SECTION 9.4. Certain Sales of Pledged Collateral.

(a) Each Pledgor recognizes that, by reason of certain prohibitions contained in law, rules, regulations or orders of any Governmental Authority, the Administrative Agent may be compelled, with respect to any sale of all or any part of the Pledged Collateral, to limit purchasers to those who meet the requirements of such Governmental Authority. Each Pledgor acknowledges that any such sales may be at prices and on terms less favorable to the Administrative Agent than those obtainable through a public sale without such restrictions, and, notwithstanding such circumstances, agrees that any such restricted sale shall be deemed to have been made in a commercially reasonable manner and that, except as may be required by applicable law, the Administrative Agent shall have no obligation to engage in public sales.

(b) Each Pledgor recognizes that, by reason of certain prohibitions contained in the Securities Act, and applicable state securities laws, the Administrative Agent may be compelled, with respect to any sale of all or any part of the Securities Collateral and Investment Property, to limit purchasers to persons who will agree, among other things, to acquire such Securities Collateral or Investment Property for their own account, for investment and not with a view to the distribution or resale thereof. Each Pledgor acknowledges that any such private sales may be at prices and on terms less favorable to the Administrative Agent than those obtainable through a public sale without such restrictions (including a public offering made pursuant to a registration statement under the Securities Act), and, notwithstanding such circumstances, agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner and that the Administrative Agent shall have no obligation to engage in public sales and no obligation to delay the sale of any Securities Collateral or Investment Property for the period of time necessary to permit the issuer thereof to register it for a form of public sale requiring registration under the Securities Act or under applicable state securities laws, even if such issuer would agree to do so.

(c) Notwithstanding the foregoing, each Pledgor shall, upon the occurrence and during the continuance of any Event of Default, at the reasonable request of the Administrative Agent, for the benefit of the Administrative Agent, cause any registration, qualification under or compliance with any Federal or state securities law or laws to be effected with respect to all or any part of the Securities Collateral (other than Securities Collateral constituting Equity Interests in any Joint Venture Entity unless, to the extent required by the

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Organization Document of such Joint Venture Entity, consented to by (x) the members of such Joint Venture Entity and/or (y) the board of managers of such Joint Venture Entity; provided, in each case, that the consent of any Pledgor shall not be withheld or delayed) as soon as practicable and at the sole cost and expense of the Pledgors. Each Pledgor will use its commercially reasonable efforts to cause such registration to be effected (and be kept effective) and will use its commercially reasonable efforts to cause such qualification and compliance to be effected (and be kept effective) as may be so requested and as would permit or facilitate the sale and distribution of such Securities Collateral including registration under the Securities Act (or any similar statute then in effect), appropriate qualifications under applicable blue sky or other state securities laws and appropriate compliance with all other requirements of any Governmental Authority. Each Pledgor shall use its commercially reasonable efforts to cause the Administrative Agent to be kept advised in writing as to the progress of each such registration, qualification or compliance and as to the completion thereof, shall furnish to the Administrative Agent such number of prospectuses, offering circulars or other documents incident thereto as the Administrative Agent from time to time may request, and shall indemnify and shall cause the issuer of the Securities Collateral to indemnify, to the extent permitted by applicable laws, the Administrative Agent and all others participating in the distribution of such Securities Collateral against all claims, losses, damages and liabilities caused by any untrue statement (or alleged untrue statement) of a material fact contained therein (or in any related registration statement, notification or the like) or by any omission (or alleged omission) to state therein (or in any related registration statement, notification or the like) a material fact required to be stated therein or necessary to make the statements therein not misleading, other than to the extent such information was provided by the Administrative Agent.

(d) If the Administrative Agent determines to exercise its right to sell any or all of the Securities Collateral or Investment Property (other than Securities Collateral constituting Equity Interests in any Joint Venture Entity unless, to the extent required by the Organization Document of such Joint Venture Entity, consented to by (x) the members of such Joint Venture Entity and/or (y) the board of managers of such Joint Venture Entity; provided, in each case, that the consent of any Pledgor shall not be withheld or delayed), upon written request, the applicable Pledgor shall from time to time furnish to the Administrative Agent all such information as the Administrative Agent may reasonably request in order to determine the number of securities included in the Securities Collateral or Investment Property which may be sold by the Administrative Agent as exempt transactions under the Securities Act and the rules of the SEC thereunder, as the same are from time to time in effect.

(e) Each Pledgor further agrees that a breach of any of the covenants contained in this Section 9.4 will cause irreparable injury to the

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Administrative Agent and the other Secured Parties, that the Administrative Agent and the other Secured Parties have no adequate remedy at law in respect of such breach and, as a consequence, that each and every covenant contained in this Section 9.4 shall be specifically enforceable against such Pledgor, and such Pledgor hereby waives and agrees not to assert any defenses against an action for specific performance of such covenants except for a defense that no Event of Default has occurred and is continuing.

SECTION 9.5. No Waiver; Cumulative Remedies.

(a) No failure on the part of the Administrative Agent to exercise, no course of dealing with respect to, and no delay on the part of the Administrative Agent in exercising, any right, power or remedy hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any such right, power, privilege or remedy hereunder preclude any other or further exercise thereof or the exercise of any other right, power, privilege or remedy; nor shall the Administrative Agent be required to look first to, enforce or exhaust any other security, collateral or guaranties. All rights and remedies herein provided are cumulative and are not exclusive of any rights or remedies provided by law or otherwise available.

(b) In the event that the Administrative Agent shall have instituted any proceeding to enforce any right, power, privilege or remedy under this Agreement or any other Loan Document by foreclosure, sale, entry or otherwise, and such proceeding shall have been discontinued or abandoned for any reason or shall have been determined adversely to the Administrative Agent, then and in every such case, the Pledgors, the Administrative Agent and each other Secured Party shall be restored to their respective former positions and rights hereunder with respect to the Pledged Collateral, and all rights, remedies, privileges and powers of the Administrative Agent and the other Secured Parties shall continue as if no such proceeding had been instituted.

SECTION 9.6. Certain Additional Actions Regarding Intellectual Property. If any Event of Default shall have occurred and be continuing, upon the written demand of the Administrative Agent, each Pledgor shall execute and deliver to the Administrative Agent an assignment or assignments of the registered Patents, Trademarks and/or Copyrights and Goodwill and such other documents as are necessary or appropriate to carry out the intent and purposes hereof. Within five (5) Business Days of written notice thereafter from the Administrative Agent, each Pledgor shall make available to the Administrative Agent, to the extent within such Pledgor’s power and authority, such personnel in such Pledgor’s employ on the date of the Event of Default as the Administrative Agent may reasonably designate to permit such Pledgor to continue, directly or indirectly, to produce, advertise and sell the products and services sold by such Pledgor under the registered Patents, Trademarks and/or Copyrights, and such persons shall be available to perform their prior functions on the Administrative Agent’s behalf.

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ARTICLE X

APPLICATION OF PROCEEDS

SECTION 10.1. Application of Proceeds. The proceeds received by the Administrative Agent in respect of any sale of, collection from or other realization upon all or any part of the Pledged Collateral pursuant to the exercise by the Administrative Agent of its remedies shall be applied, together with any other sums then held by the Administrative Agent pursuant to this Agreement, in accordance with the Credit Agreement.

ARTICLE XI

MISCELLANEOUS

SECTION 11.1. Concerning Administrative Agent.

(a) The Administrative Agent has been appointed as collateral agent pursuant to the Credit Agreement. The actions of the Administrative Agent hereunder are subject to the provisions of the Credit Agreement. The Administrative Agent shall have the right hereunder to make demands, to give notices, to exercise or refrain from exercising any rights, and to take or refrain from taking action (including the release or substitution of the Pledged Collateral), in accordance with this Agreement and the Credit Agreement. The Administrative Agent may employ agents and attorneys-in-fact in connection herewith and shall not be liable for the negligence or misconduct of any such agents or attorneys-in-fact selected by it in good faith. The Administrative Agent may resign and a successor Administrative Agent may be appointed in the manner provided in the Credit Agreement. Upon the acceptance of any appointment as the Administrative Agent by a successor Administrative Agent, that successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent under this Agreement, and the retiring Administrative Agent shall thereupon be discharged from its duties and obligations under this Agreement. After any retiring Administrative Agent’s resignation, the provisions hereof shall inure to its benefit as to any actions taken or omitted to be taken by it under this Agreement while it was the Administrative Agent.

(b) The Administrative Agent shall be deemed to have exercised reasonable care in the custody and preservation of the Pledged Collateral in its possession if such Pledged Collateral is accorded treatment substantially equivalent to that which the Administrative Agent, in its individual capacity, accords its own property consisting of similar instruments or interests, it being understood that neither the Administrative Agent nor any of the Secured Parties shall have responsibility for (i) ascertaining or taking action with respect to calls,

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conversions, exchanges, maturities, tenders or other matters relating to any Securities Collateral, whether or not the Administrative Agent or any other Secured Party has or is deemed to have knowledge of such matters or (ii) taking any necessary steps to preserve rights against any person with respect to any Pledged Collateral.

(c) The Administrative Agent shall be entitled to rely upon any written notice, statement, certificate, order or other document or any telephone message believed by it to be genuine and correct and to have been signed, sent or made by the proper person, and, with respect to all matters pertaining to this Agreement and its duties hereunder, upon advice of counsel selected by it.

(d) If any item of Pledged Collateral also constitutes collateral granted to the Administrative Agent under any other deed of trust, mortgage, security agreement, pledge or instrument of any type, in the event of any conflict between the provisions hereof and the provisions of such other deed of trust, mortgage, security agreement, pledge or instrument of any type in respect of such collateral, the Administrative Agent, in its sole discretion, shall select which provision or provisions shall control.

(e) The Administrative Agent may rely on advice of counsel as to whether any or all UCC financing statements of the Pledgors need to be amended as a result of any of the changes described in Section 3.7. If any Pledgor fails to provide information to the Administrative Agent about such changes on a timely basis, the Administrative Agent shall not be liable or responsible to any party for any failure to maintain a perfected security interest in such Pledgor’s property constituting Pledged Collateral, for which the Administrative Agent needed to have information relating to such changes. The Administrative Agent shall have no duty to inquire about such changes if any Pledgor does not inform the Administrative Agent of such changes, the parties acknowledging and agreeing that it would not be feasible or practical for the Administrative Agent to search for information on such changes if such information is not provided by any Pledgor.

SECTION 11.2. Administrative Agent May Perform; Administrative Agent Appointed Attorney-in-Fact. If any Pledgor shall fail to perform any covenants contained in this Agreement (including such Pledgor’s covenants to (i) pay the premiums in respect of all required insurance policies hereunder, (ii) pay and discharge any taxes, assessments and special assessments, levies, fees and governmental charges imposed upon or assessed against, and landlords’, carriers’, mechanics’, workmen’s, repairmen’s, laborers’, materialmen’s, suppliers’ and warehousemen’s Liens and other claims arising by operation of law against, all or any portion of the Pledged Collateral, (iii) make repairs, (iv) discharge Liens or (v) pay or perform any obligations of such Pledgor under any Pledged Collateral) or if any representation or warranty on the part of any Pledgor contained herein shall fail to be true and correct in any material respect, the Administrative Agent may (but shall not be obligated to) do the same or cause it to be done or remedy any such breach, and may expend funds for such purpose;

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provided, however, that the Administrative Agent shall in no event be bound to inquire into the validity of any tax, Lien, imposition or other obligation which such Pledgor fails to pay or perform as and when required hereby and which such Pledgor does not contest in accordance with the provisions of the Credit Agreement; and provided, further, that unless an Event of Default has occurred and is continuing or time is of the essence, the Administrative Agent shall not take the foregoing actions without first making demand on the Pledgors and the Pledgors failing to promptly comply therewith. Any and all amounts so expended by the Administrative Agent shall be paid by the Pledgors in accordance with the provisions of Section 10.04 of the Credit Agreement. Neither the provisions of this Section 11.2 nor any action taken by the Administrative Agent pursuant to the provisions of this Section 11.2 shall prevent any such failure to observe any covenant contained in this Agreement nor any breach of representation or warranty from constituting an Event of Default. Each Pledgor hereby appoints the Administrative Agent its attorney-in-fact, with full power and authority in the place and stead of such Pledgor and in the name of such Pledgor, or otherwise, from time to time in the Administrative Agent’s discretion to take any action and to execute any instrument consistent with the terms of the Credit Agreement, this Agreement and the other Collateral Documents which the Administrative Agent may deem necessary or advisable to accomplish the purposes hereof (but the Administrative Agent shall not be obligated to and shall have no liability to such Pledgor or any third party for failure to so do or take action). The foregoing grant of authority is a power of attorney coupled with an interest and such appointment shall be irrevocable for the term hereof. Each Pledgor hereby ratifies all that such attorney shall lawfully do or cause to be done by virtue hereof.

Anything in this Section 11.2 to the contrary, the Administrative Agent agrees that, except as provided above, it will not exercise any rights under the foregoing power of attorney unless an Event of Default shall have occurred and be continuing.

SECTION 11.3. Continuing Security Interest; Assignment. This Agreement shall create a continuing security interest in the Pledged Collateral and shall (i) be binding upon the Pledgors, their respective successors and assigns and (ii) inure, together with the rights and remedies of the Administrative Agent hereunder, to the benefit of the Administrative Agent and the other Secured Parties and each of their respective successors, transferees and assigns. No other persons (including any other creditor of any Pledgor) shall have any interest herein or any right or benefit with respect hereto. Without limiting the generality of the foregoing clause (ii), any Secured Party may assign or otherwise transfer any indebtedness held by it secured by this Agreement to any other person, and such other person shall thereupon become vested with all the benefits in respect thereof granted to such Secured Party, herein or otherwise, subject however, to the provisions of the Credit Agreement and, in the case of a Secured Party that is a party to a Secured Hedge Agreement or a Secured Cash Management Agreement, such Secured Hedge Agreement or Secured Cash Management Agreement, as applicable. Each of the Pledgors agrees that its obligations hereunder and the security interest created hereunder shall continue to be effective or be reinstated, as applicable, if at any time payment, or any part thereof, of all or any part of the Obligations is rescinded or must otherwise be restored by the Secured Party upon the bankruptcy or reorganization of any Pledgor or otherwise.

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SECTION 11.4. Termination; Release. When all the Obligations have been paid in full (other than contingent indemnification obligations not then due), the Commitments of the Lenders to make any Loan or to issue any Letter of Credit under the Credit Agreement shall have expired or been sooner terminated and all Letters of Credit have been terminated or cash collateralized in accordance with the provisions of the Credit Agreement, this Agreement shall terminate. Upon termination of this Agreement the Pledged Collateral shall immediately be released from the Lien of this Agreement. Upon such release or any release of Pledged Collateral or any part thereof in accordance with the provisions of the Credit Agreement, the Administrative Agent shall, upon the request and at the sole cost and expense of the Pledgors, assign, transfer and deliver to Pledgor, against receipt and without recourse to or warranty by the Administrative Agent except as to the fact that the Administrative Agent has not encumbered the released assets, such of the Pledged Collateral or any part thereof to be released (in the case of a release) as may be in possession of the Administrative Agent and as shall not have been sold or otherwise applied pursuant to the terms hereof, and, with respect to any other Pledged Collateral, proper documents and instruments (including UCC-3 termination financing statements or releases) acknowledging the termination hereof or the release of such Pledged Collateral, as the case may be.

SECTION 11.5. Modification in Writing. No amendment, modification, supplement, termination or waiver of or to any provision hereof, nor consent to any departure by any Pledgor therefrom, shall be effective unless the same shall be made in accordance with the terms of the Credit Agreement and unless in writing and signed by the Administrative Agent and the Pledgors. Any amendment, modification or supplement of or to any provision hereof, any waiver of any provision hereof and any consent to any departure by any Pledgor from the terms of any provision hereof in each case shall be effective only in the specific instance and for the specific purpose for which made or given. Except where notice is specifically required by this Agreement or any other document evidencing the Obligations, no notice to or demand on any Pledgor in any case shall entitle any Pledgor to any other or further notice or demand in similar or other circumstances.

SECTION 11.6. Notices. Unless otherwise provided herein or in the Credit Agreement, any notice or other communication herein required or permitted to be given shall be given in the manner and become effective as set forth in the Credit Agreement, as to any Pledgor, addressed to it at the address of the Borrower set forth in the Credit Agreement and as to the Administrative Agent, addressed to it at the address set forth in the Credit Agreement, or in each case at such other address as shall be designated by such party in a written notice to the other party complying as to delivery with the terms of this Section 11.6.

SECTION 11.7. Governing Law, Consent to Jurisdiction and Service of Process; Waiver of Jury Trial. Sections 10.14 and 10.15 of the Credit Agreement are incorporated herein, mutatis mutandis, as if a part hereof.

SECTION 11.8. Severability of Provisions. Any provision hereof which is invalid, illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without invalidating the remaining

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provisions hereof or affecting the validity, legality or enforceability of such provision in any other jurisdiction.

SECTION 11.9. Execution in Counterparts. This Agreement and any amendments, waivers, consents or supplements hereto may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed to be an original, but all such counterparts together shall constitute one and the same agreement.

SECTION 11.10. Business Days. In the event any time period or any date provided in this Agreement ends or falls on a day other than a Business Day, then such time period shall be deemed to end and such date shall be deemed to fall on the next succeeding Business Day, and performance herein may be made on such Business Day, with the same force and effect as if made on such other day.

SECTION 11.11. No Credit for Payment of Taxes or Imposition. A Pledgor shall not be entitled to any credit against the principal, premium, if any, or interest payable under the Credit Agreement, and such Pledgor shall not be entitled to any credit against any other sums which may become payable under the terms thereof or hereof, by reason of the payment of any Tax on the Pledged Collateral or any part thereof.

SECTION 11.12 No Claims Against Administrative Agent. Nothing contained in this Agreement shall constitute any consent or request by the Administrative Agent, express or implied, for the performance of any labor or services or the furnishing of any materials or other property in respect of the Pledged Collateral or any part thereof, nor as giving any Pledgor any right, power or authority to contract for or permit the performance of any labor or services or the furnishing of any materials or other property in such fashion as would permit the making of any claim against the Administrative Agent in respect thereof or any claim that any Lien based on the performance of such labor or services or the furnishing of any such materials or other property is prior to the Lien hereof.

SECTION 11.13. No Release. Nothing set forth in this Agreement or any other Loan Document, nor the exercise by the Administrative Agent of any of the rights or remedies hereunder, shall relieve any Pledgor from the performance of any term, covenant, condition or agreement on such Pledgor’s part to be performed or observed under or in respect of any of the Pledged Collateral or from any liability to any person under or in respect of any of the Pledged Collateral or shall impose any obligation on the Administrative Agent or any other Secured Party to perform or observe any such term, covenant, condition or agreement on such Pledgor’s part to be so performed or observed or shall impose any liability on the Administrative Agent or any other Secured Party for any act or omission on the part of such Pledgor relating thereto or for any breach of any representation or warranty on the part of such Pledgor contained in this Agreement, the Credit Agreement or the other Loan Documents, or under or in respect of the Pledged Collateral or made in connection herewith or therewith. Anything herein to the contrary notwithstanding, neither the Administrative Agent nor any other Secured Party shall have any obligation or liability under any contracts, agreements and other documents included in the

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Pledged Collateral by reason of this Agreement, nor shall the Administrative Agent or any other Secured Party be obligated to perform any of the obligations or duties of any Pledgor thereunder or to take any action to collect or enforce any such contract, agreement or other document included in the Pledged Collateral hereunder. The obligations of each Pledgor contained in this Section 11.13 shall survive the termination hereof and the discharge of such Pledgor’s other obligations under this Agreement, the Credit Agreement and the other Loan Documents.

SECTION 11.14. Obligations Absolute. All obligations of each Pledgor hereunder shall be absolute and unconditional irrespective of:

(i) any bankruptcy, insolvency, reorganization, arrangement, readjustment, composition, liquidation or the like of any other Pledgor;

(ii) any lack of validity or enforceability of the Credit Agreement, any Secured Hedge Agreement, any Secured Cash Management Agreement or any other Loan Document, or any other agreement or instrument relating thereto;

(iii) any change in the time, manner or place of payment of, or in any other term of, all or any of the Obligations, or any other amendment or waiver of or any consent to any departure from the Credit Agreement, any Secured Hedge Agreement, any Secured Cash Management Agreement or any other Loan Document or any other agreement or instrument relating thereto;

(iv) any pledge, exchange, release or non-perfection of any other collateral, or any release or amendment or waiver of or consent to any departure from any guarantee, for all or any of the Obligations;

(v) any exercise, non-exercise or waiver of any right, remedy, power or privilege under or in respect hereof, the Credit Agreement, any Secured Hedge Agreement, any Secured Cash Management Agreement or any other Loan Document except as specifically set forth in a waiver granted pursuant to the provisions of Section 11.5 hereof; or

(vi) any other circumstances which might otherwise constitute a defense available to, or a discharge of, any Pledgor.

[REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK.]

-40-

IN WITNESS WHEREOF, each Pledgor and the Administrative Agent have caused this Agreement to be duly executed and delivered by their duly authorized officers as of the date first above written.

GENTIVA HEALTH SERVICES, INC.,
as Pledgor
By:
	Name:
	Title:

[                                                                                  ],
as Pledgor
By:
	Name:
	Title:

S-1

BANK OF AMERICA, N.A,
as Administrative Agent
By:
	Name:
	Title:

S-2

EXHIBIT 1

[Form of]

ISSUER’S ACKNOWLEDGMENT

The undersigned hereby (i) acknowledges receipt of the Security Agreement (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Security Agreement;” capitalized terms used but not otherwise defined herein shall have the meanings assigned to such terms in the Security Agreement), dated as of August 17, 2010, made by GENTIVA HEALTH SERVICES, INC., a Delaware corporation (the “Borrower”), the Guarantors party thereto and BANK OF AMERICA, N.A., as administrative agent (in such capacity and together with any successors in such capacity, the “Administrative Agent”), (ii) agrees promptly to note on its books the security interests granted to the Administrative Agent and confirmed under the Security Agreement, (iii) agrees that, upon the occurrence and during the continuation of an Event of Default, it will comply with instructions of the Administrative Agent with respect to the applicable Securities Collateral (including all Equity Interests of the undersigned) without further consent by the applicable Pledgor and (iv) agrees to notify the Administrative Agent upon obtaining knowledge of any interest in favor of any person in the applicable Securities Collateral that is adverse to the interest of the Administrative Agent therein.

[                                                                                      ]
By:
	Name:
	Title:

EXHIBIT 2

[Form of]

SECURITIES PLEDGE AMENDMENT

This Securities Pledge Amendment, dated as of [            ], is delivered pursuant to Section 5.1 of the Security Agreement (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Security Agreement;” capitalized terms used but not otherwise defined herein shall have the meanings assigned to such terms in the Security Agreement), dated as of August 17, 2010, made by GENTIVA HEALTH SERVICES, INC., a Delaware corporation (the “Borrower”), the Guarantors party thereto and BANK OF AMERICA, N.A., as administrative agent (in such capacity and together with any successors in such capacity, the “Administrative Agent”). The undersigned hereby agrees that this Securities Pledge Amendment may be attached to the Security Agreement and that the Pledged Securities and/or Intercompany Notes listed on this Securities Pledge Amendment shall be deemed to be and shall become part of the Pledged Collateral and shall secure all Obligations.

PLEDGED SECURITIES

ISSUER CLASS
OF STOCK
OR
INTERESTS PAR
VALUE CERTIFICATE
NO(S). NUMBER OF
SHARES
OR
INTERESTS PERCENTAGE OF
ALL ISSUED CAPITAL
OR OTHER EQUITY
INTERESTS OF ISSUER

INTERCOMPANY NOTES

ISSUER PRINCIPAL
AMOUNT DATE OF
ISSUANCE INTEREST
RATE MATURITY
DATE

[                                                                                      ],
as Pledgor
By:
	Name:
	Title:

AGREED TO AND ACCEPTED:
BANK OF AMERICA, N.A.,
as Administrative Agent
By:
	Name:
	Title:

-2-

EXHIBIT 3

[Form of]

COPYRIGHT SECURITY AGREEMENT

Copyright Security Agreement, dated as of [            ], by [                ] and [                ] (individually, a “Pledgor”, and, collectively, the “Pledgors”), in favor of BANK OF AMERICA, N.A., in its capacity as administrative agent pursuant to the Credit Agreement (in such capacity, the “Administrative Agent”).

W I T N E S S E T H:

WHEREAS, the Pledgors are party to a Security Agreement of even date herewith (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Security Agreement”) in favor of the Administrative Agent pursuant to which the Pledgors are required to execute and deliver this Copyright Security Agreement;

NOW, THEREFORE, in consideration of the premises and to induce the Administrative Agent, for the benefit of the Secured Parties, to enter into the Credit Agreement, the Pledgors hereby agree with the Administrative Agent as follows:

SECTION 1. Defined Terms. Unless otherwise defined herein, terms defined in the Security Agreement and used herein have the meaning given to them in the Security Agreement.

SECTION 2. Grant of Security Interest in Copyright Collateral. Each Pledgor hereby pledges and grants to the Administrative Agent for the benefit of the Secured Parties a lien on and security interest in and to all of its right, title and interest in, to and under all the following Pledged Collateral of such Pledgor:

(a) Copyrights of such Pledgor listed on Schedule I¹² attached hereto; and

(b) all Proceeds of any and all of the foregoing (other than Excluded Property).

SECTION 3. Security Agreement. The security interest granted pursuant to this Copyright Security Agreement is granted in conjunction with the security interest granted to the Administrative Agent pursuant to the Security Agreement and Pledgors hereby acknowledge and

¹²  Should include same Copyrights listed on Schedule 11(b) of the Perfection Certificate.

affirm that the rights and remedies of the Administrative Agent with respect to the security interest in the Copyrights made and granted hereby are more fully set forth in the Security Agreement, the terms and provisions of which are incorporated by reference herein as if fully set forth herein. In the event that any provision of this Copyright Security Agreement is deemed to conflict with the Security Agreement, the provisions of the Security Agreement shall control unless the Administrative Agent shall otherwise determine.

SECTION 4. Termination. Upon the payment in full of the Obligations and termination of the Security Agreement, the Administrative Agent shall promptly execute, acknowledge, and deliver to the Pledgors an instrument in writing in recordable form releasing the collateral pledge, grant, assignment, lien and security interest in the Copyrights under this Copyright Security Agreement.

SECTION 5. Counterparts. This Copyright Security Agreement may be executed in any number of counterparts, all of which shall constitute one and the same instrument, and any party hereto may execute this Copyright Security Agreement by signing and delivering one or more counterparts.

SECTION 6. Governing Law. This Copyright Security Agreement and the transactions contemplated hereby, and all disputes between the parties under or relating to this Copyright Security Agreement or the facts or circumstances leading to its execution, whether in contract, tort or otherwise, shall be construed in accordance with and governed by the laws (including statutes of limitation) of the State of New York, without regard to conflicts of law principles that would require the application of the laws of another jurisdiction.

[signature page follows]

-2-

IN WITNESS WHEREOF, each Pledgor has caused this Copyright Security Agreement to be executed and delivered by its duly authorized officer as of the date first set forth above.

Very truly yours,
[PLEDGORS]
By:
	Name:
	Title:

Accepted and Agreed:
BANK OF AMERICA, N.A., as Administrative Agent
By:
	Name:
	Title:

-3-

SCHEDULE I

to

COPYRIGHT SECURITY AGREEMENT

COPYRIGHT REGISTRATIONS AND COPYRIGHT APPLICATIONS

Copyright Registrations:

OWNER REGISTRATION
NUMBER TITLE

Copyright Applications:

OWNER TITLE

-4-

EXHIBIT 4

[Form of]

PATENT SECURITY AGREEMENT

Patent Security Agreement, dated as of [            ], by [                ] and [                ] (individually, a “Pledgor”, and, collectively, the “Pledgors”), in favor of BANK OF AMERICA, N.A., in its capacity as administrative agent pursuant to the Credit Agreement (in such capacity, the “Administrative Agent”).

W I T N E S S E T H:

WHEREAS, the Pledgors are party to a Security Agreement of even date herewith (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Security Agreement”) in favor of the Administrative Agent pursuant to which the Pledgors are required to execute and deliver this Patent Security Agreement;

NOW, THEREFORE, in consideration of the premises and to induce the Administrative Agent, for the benefit of the Secured Parties, to enter into the Credit Agreement, the Pledgors hereby agree with the Administrative Agent as follows:

SECTION 1. Defined Terms. Unless otherwise defined herein, terms defined in the Security Agreement and used herein have the meaning given to them in the Security Agreement.

SECTION 2. Grant of Security Interest in Patent Collateral. Each Pledgor hereby pledges and grants to the Administrative Agent for the benefit of the Secured Parties a lien on and security interest in and to all of its right, title and interest in, to and under all the following Pledged Collateral of such Pledgor:

(a) Patents of such Pledgor listed on Schedule I¹³ attached hereto; and

(b) all Proceeds of any and all of the foregoing (other than Excluded Property).

SECTION 3. Security Agreement. The security interest granted pursuant to this Patent Security Agreement is granted in conjunction with the security interest granted to the

¹³  Should include same Patents listed on Schedule 11(a) of the Perfection Certificate.

Administrative Agent pursuant to the Security Agreement and Pledgors hereby acknowledge and affirm that the rights and remedies of the Administrative Agent with respect to the security interest in the Patents made and granted hereby are more fully set forth in the Security Agreement, the terms and provisions of which are incorporated by reference herein as if fully set forth herein. In the event that any provision of this Patent Security Agreement is deemed to conflict with the Security Agreement, the provisions of the Security Agreement shall control unless the Administrative Agent shall otherwise determine.

SECTION 4. Termination. Upon the payment in full of the Obligations and termination of the Security Agreement, the Administrative Agent shall promptly execute, acknowledge, and deliver to the Pledgors an instrument in writing in recordable form releasing the collateral pledge, grant, assignment, lien and security interest in the Patents under this Patent Security Agreement.

SECTION 5. Counterparts. This Patent Security Agreement may be executed in any number of counterparts, all of which shall constitute one and the same instrument, and any party hereto may execute this Patent Security Agreement by signing and delivering one or more counterparts.

SECTION 6. Governing Law. This Patent Security Agreement and the transactions contemplated hereby, and all disputes between the parties under or relating to this Patent Security Agreement or the facts or circumstances leading to its execution, whether in contract, tort or otherwise, shall be construed in accordance with and governed by the laws (including statutes of limitation) of the State of New York, without regard to conflicts of law principles that would require the application of the laws of another jurisdiction.

[signature page follows]

-2-

IN WITNESS WHEREOF, each Pledgor has caused this Patent Security Agreement to be executed and delivered by its duly authorized officer as of the date first set forth above.

Very truly yours,
[PLEDGORS]
By:
	Name:
	Title:

Accepted and Agreed:
BANK OF AMERICA, N.A., as Administrative Agent
By:
	Name:
	Title:

-3-

SCHEDULE I

to

PATENT SECURITY AGREEMENT

PATENT REGISTRATIONS AND PATENT APPLICATIONS

Patent Registrations:

OWNER REGISTRATION
NUMBER NAME

Patent Applications:

OWNER APPLICATION
NUMBER NAME

-4-

EXHIBIT 5

[Form of]

TRADEMARK SECURITY AGREEMENT

Trademark Security Agreement, dated as of [            ], by [                ] and [                ] (individually, a “Pledgor”, and, collectively, the “Pledgors”), in favor of BANK OF AMERICA, N.A., in its capacity as administrative agent pursuant to the Credit Agreement (in such capacity, the “Administrative Agent”).

W I T N E S S E T H:

WHEREAS, the Pledgors are party to a Security Agreement of even date herewith (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Security Agreement”) in favor of the Administrative Agent pursuant to which the Pledgors are required to execute and deliver this Trademark Security Agreement;

NOW, THEREFORE, in consideration of the premises and to induce the Administrative Agent, for the benefit of the Secured Parties, to enter into the Credit Agreement, the Pledgors hereby agree with the Administrative Agent as follows:

SECTION 1. Defined Terms. Unless otherwise defined herein, terms defined in the Security Agreement and used herein have the meaning given to them in the Security Agreement.

SECTION 2. Grant of Security Interest in Trademark Collateral. Each Pledgor hereby pledges and grants to the Administrative Agent for the benefit of the Secured Parties a lien on and security interest in and to all of its right, title and interest in, to and under all the following Pledged Collateral of such Pledgor:

(a) Trademarks of such Pledgor listed on Schedule I¹⁴ attached hereto;

(b) all Goodwill associated with such Trademarks; and

(c) all Proceeds of any and all of the foregoing (other than Excluded Property).

¹⁴  Should include same Trademarks listed on Schedule 11(a) of the Perfection Certificate.

SECTION 3. Security Agreement. The security interest granted pursuant to this Trademark Security Agreement is granted in conjunction with the security interest granted to the Administrative Agent pursuant to the Security Agreement and Pledgors hereby acknowledge and affirm that the rights and remedies of the Administrative Agent with respect to the security interest in the Trademarks made and granted hereby are more fully set forth in the Security Agreement, the terms and provisions of which are incorporated by reference herein as if fully set forth herein. In the event that any provision of this Trademark Security Agreement is deemed to conflict with the Security Agreement, the provisions of the Security Agreement shall control unless the Administrative Agent shall otherwise determine.

SECTION 4. Termination. Upon the payment in full of the Obligations and termination of the Security Agreement, the Administrative Agent shall promptly execute, acknowledge, and deliver to the Pledgors an instrument in writing in recordable form releasing the collateral pledge, grant, assignment, lien and security interest in the Trademarks under this Trademark Security Agreement.

SECTION 5. Counterparts. This Trademark Security Agreement may be executed in any number of counterparts, all of which shall constitute one and the same instrument, and any party hereto may execute this Trademark Security Agreement by signing and delivering one or more counterparts.

SECTION 6. Governing Law. This Trademark Security Agreement and the transactions contemplated hereby, and all disputes between the parties under or relating to this Trademark Security Agreement or the facts or circumstances leading to its execution, whether in contract, tort or otherwise, shall be construed in accordance with and governed by the laws (including statutes of limitation) of the State of New York, without regard to conflicts of law principles that would require the application of the laws of another jurisdiction.

[signature page follows]

-2-

IN WITNESS WHEREOF, each Pledgor has caused this Trademark Security Agreement to be executed and delivered by its duly authorized officer as of the date first set forth above.

Very truly yours,
[PLEDGORS]
By:
	Name:
	Title:

Accepted and Agreed:
BANK OF AMERICA, N.A., as Administrative Agent
By:
	Name:
	Title:

-3-

SCHEDULE I

to

TRADEMARK SECURITY AGREEMENT

TRADEMARK REGISTRATIONS AND TRADEMARK APPLICATIONS

Trademark Registrations:

OWNER REGISTRATION
NUMBER TRADEMARK

Trademark Applications:

OWNER APPLICATION
NUMBER TRADEMARK

-4-

SCHEDULE 1

SunTrust Deposit Accounts

Total Care Home Health of North Carolina, Inc.	Depository Account	SunTrust	1000003316683
Total Care Services, Inc.	Depository Account	SunTrust	1000003317046
Healthfield of Tennessee, Inc.	Depository Account	SunTrust	10000023408197
Chattahoochee Valley Home Care Services, Inc.	Depository Account	SunTrust	0008800875653
Chattahoochee Valley Home Health, Inc.	Depository Account	SunTrust	0008800875604
Access Home Health of Florida, Inc.	Depository Account	SunTrust	1000025887083
Capital Care Resources of South Carolina, Inc.	Depository Account	SunTrust	1000025887026

EXHIBIT H-1

FORM OF PERFECTION CERTIFICATE

[To be attached]

Exhibit H-1

Form of Perfection Certificate

-1-

PERFECTION CERTIFICATE

Reference is hereby made to (i) that certain Security Agreement dated as of [        ], 2010 (the “Security Agreement”), between Gentiva Health Services, Inc., a Delaware corporation (“Borrower”), the Guarantors party thereto (collectively, the “Guarantors”) and the Collateral Agent (as hereinafter defined) and (ii) that certain Credit Agreement dated as of [        ], 2010 (the “Credit Agreement”) among the Borrower, the Guarantors, certain other parties thereto and Bank of America, N.A., as Collateral Agent (in such capacity, the “Collateral Agent”). Capitalized terms used but not defined herein have the meanings assigned in the Credit Agreement.

As used herein, the term “Companies” means Gentiva Health Services, Inc. and each of its Subsidiaries.

The undersigned hereby certify to the Collateral Agent as follows:

1 Names.

(a) The exact legal name of each Company, as such name appears in its respective certificate of incorporation or any other organizational document, is set forth in Schedule 1(a). Each Company is (i) the type of entity disclosed next to its name in Schedule 1(a) and (ii) a registered organization except to the extent disclosed in Schedule 1(a). Also set forth in Schedule 1(a) is the organizational identification number, if any, of each Company that is a registered organization, the Federal Taxpayer Identification Number of each Company and the jurisdiction of formation of each Company.

(b) Set forth in Schedule 1(b) hereto is a list of any other corporate or organizational names each Company has had in the past five years, together with the date of the relevant change.

(c) Set forth in Schedule 1(c) is a list of all other names used by each Company, or any other business or organization to which each Company became the successor by merger, consolidation, acquisition, change in form, nature or jurisdiction of organization or otherwise, on any filings with the Internal Revenue Service at any time within the five years preceding the date hereof. Except as set forth in Schedule 1(c), no Company has changed its jurisdiction of organization at any time during the past four months.

2. Current Locations. The chief executive office of each Company is located at the address set forth in Schedule 2 hereto.

3. Extraordinary Transactions. Except for those purchases, acquisitions and other transactions described in Schedule 3 attached hereto, all of the Collateral has been originated by each Company in the ordinary course of business or consists of goods which have been acquired by such Company in the ordinary course of business from a person in the business of selling goods of that kind.

4. File Search Reports. Attached hereto as Schedule 4 is a true and accurate summary of (A) file search reports from the Uniform Commercial Code filing offices, tax and judgment lien searches and bankruptcy searches or equivalent reports or searches (i) in each jurisdiction identified in Section 1(a) or Section 2 with respect to each legal name set forth in Section 1 and (ii) in each jurisdiction described in Schedule 1(c) or Schedule 3 relating to any of the transactions described in Schedule (1)(c) or Schedule 3 with respect to each legal name of the person or entity from which each Company purchased or otherwise acquired any of the Collateral, (B) file search reports from the United States Patent and Trademark Office (the “USPTO”) and United States Copyright Office (the “USCO”) and (C) file search reports from each filing officer in each real estate recording office identified in Schedule 7 with respect to real estate on which Collateral consisting of fixtures is or is to be located.¹ A true copy of each financing statement, including judgment and tax liens, bankruptcy and pending lawsuits or other filing identified in such file search reports has been delivered to the Collateral Agent.

5. UCC Filings. The financing statements (duly authorized by each Company constituting the debtor therein), including the indications of the collateral, attached as Schedule 5 relating to the Security Agreement or the applicable Mortgage, are in the appropriate forms for filing in the filing offices in the jurisdictions identified in Schedule 6 hereof.

6. Schedule of Filings. Attached hereto as Schedule 6 is a schedule of (i) the appropriate filing offices for the financing statements attached hereto as Schedule 5, (ii) the appropriate filing offices for the filings described in Schedule 11(c), (iii) the appropriate filing offices for the Mortgages and fixture filings relating to the Mortgaged Property set forth in Schedule 7(a) and (iv) any other actions required to create, preserve, protect and perfect the security interests in the Collateral granted to the Collateral Agent pursuant to the Collateral Documents. No other filings or actions are required to create, preserve, protect and perfect the security interests in the Collateral granted to the Collateral Agent pursuant to the Collateral Documents.

7. Real Property. Attached hereto as Schedule 7(a) is a list of all (i) real property owned, leased or otherwise held by each Company located in the United States as of the Closing Date, (ii) real property to be encumbered by a Mortgage and fixture filing, which real property includes all real property owned, leased or otherwise held by each Company as of the Closing Date (such real property, the “Mortgaged Property”), (iii) common names, addresses and uses of each mortgaged property (stating improvements located thereon) and (iv) other information relating thereto required by such Schedule. Except as described in Schedule 7(b) attached hereto: (i) no Company has entered into any leases, subleases, tenancies, franchise agreements, licenses or other occupancy arrangements as owner, lessor, sublessor, licensor, franchisor or grantor with respect to any of the real property described in Schedule 7(a) and (ii) no Company has any Leases which require the consent of the landlord, tenant or other party thereto to the

¹  Please note that the list of real estate locations that need to be searched shall be determined after Schedule 7 is provided. Only manufacturing and other material locations not covered by a title insurance policy in connection with a mortgage will need to be searched.

-2-

Transactions. The Mortgages delivered as of the date hereof are in the appropriate form for filing in the filing offices in the jurisdictions Identified In Schedule 6.

8. Termination Statements. Attached hereto as Schedule 8(a) are the duly authorized termination statements in the appropriate form for filing in each applicable jurisdiction identified in Schedule 8(b) hereto with respect to each Lien described therein.

9. Stock Ownership and Other Equity Interests. Attached hereto as Schedule 9(a) is a true and correct list of each of all of the authorized, and the issued and outstanding, stock, partnership interests, limited liability company membership interests or other equity interest of each Company and its Subsidiaries and the record and beneficial owners of such stock, partnership interests, membership interests or other equity interests setting forth the percentage of such equity interests pledged under the Security Agreement. Also set forth in Schedule 9(b) is each equity investment of each Company that represents 50% or less of the equity of the entity in which such investment was made setting forth the percentage of such equity interests pledged under the Security Agreement.

10. Instruments and Tangible Chattel Paper. Attached hereto as Schedule 10 is a true and correct list of all promissory notes, instruments (other than checks to be deposited in the ordinary course of business), tangible chattel paper, electronic chattel paper and other evidence of indebtedness held by each Company as of the date hereof, including all intercompany notes between or among any two or more Companies or any of their Subsidiaries, stating if such instruments, chattel paper or other evidence of indebtedness is pledged under the Security Agreement.

11. Intellectual Property. (a) Attached hereto as Schedule 11(a) is a schedule setting forth all of each Company’s Patents and Trademarks (each as defined in the Security Agreement) applied for or registered with the USPTO, and all other Patents and Trademarks (each as defined in the Security Agreement), including the name of the registered owner or applicant and the registration, application, or publication number, as applicable, of each Patent or Trademark owned by each Company.

(b) Attached hereto as Schedule 11(b) is a schedule setting forth all of each Company’s United States Copyrights (each as defined in the Security Agreement), and all other Copyrights, including the name of the registered owner and the registration number of each Copyright owned by each Company.

(c) Attached hereto as Schedule 11(c) is a schedule setting forth all Patent Licenses, Trademark Licenses and Copyright Licenses, whether or not recorded with the USPTO or USCO, as applicable, including, but not limited to, the relevant signatory parties to each license along with the date of execution thereof and, if applicable, a recordation number or other such evidence of recordation.

(d) Attached hereto as Schedule 11(d) in proper form for filing with the USPTO and USCO are the filings necessary to preserve, protect and perfect the security interests in the United States Trademarks, Trademark Licenses, Patents, Patent Licenses, Copyrights and

-3-

Copyright Licenses set forth in Schedule 11(a), Schedule 11(b), and Schedule 11(c), including duly signed copies of each of the Patent Security Agreement, Trademark Security Agreement and the Copyright Security Agreement, as applicable.

12. Commercial Tort Claims. Attached hereto as Schedule 12 is a true and correct list of all Commercial Tort Claims (as defined in the Security Agreement) held by each Company, including a brief description thereof and stating if such commercial tort claims are required to be pledged under the Security Agreement.

13. Deposit Accounts, Securities Accounts and Commodity Accounts. Attached hereto as Schedule 13 is a true and complete list of all Deposit Accounts (including those that contain proceeds of Medicaid, Medicare and similar government programs), Securities Accounts and Commodity Accounts (each as defined in the Security Agreement) maintained by each Company, including the name of each institution where each such account is held, the name of each such account, the name of each entity that holds each account, specifying if any such Deposit Account contains proceeds of Medicaid, Medicare or similar government programs and stating if such account is required to be subject to a control agreement pursuant to the Security Agreement and the reason for such account to be excluded from the control agreement requirement.

14. Letter-of-Credit Rights. Attached hereto as Schedule 14 is a true and correct list of all Letters of Credit issued in favor of each Company, as beneficiary thereunder, stating if letter-of-credit rights with respect to such Letters of Credit are required to be subject to a control arrangement pursuant to the Security Agreement.

15. Insurance. Attached hereto as Schedule 15 is a true and correct list of all insurance policies of the Companies.²

16. Other Collateral. Attached hereto as Schedule 16 is a true and correct list of all of the following types of collateral, if any, owned or held by each Company: (a) all agreements and contracts with any Governmental Authority, and (b) all aircraft and airplanes, stating in each case, if such types of collateral are required to be pledged pursuant to the Security Agreement.

[The Remainder of this Page has been intentionally left blank]

²  Evidence of flood insurance must be included with respect to each improved Mortgaged Property located in a Special Flood Hazard Area if flood insurance has been made available through the National Flood Insurance Program.

-4-

IN WITNESS WHEREOF, we have hereunto signed this Perfection Certificate as of this          day of                     , 2010.

GENTIVA HEALTH SERVICES, INC.
By:
	Name:
	Title:
[Each of the Guarantors]
By:
	Name:
	Title:

-5-

Schedule 1(a)

Legal Names, Etc.

Legal Name Type of Entity Registered Organization
(Yes/No) Organizational
Number¹⁶ Federal Taxpayer
Identification Number State of Formation

¹⁶  If none, so state.

-6-

Schedule 1(b)

Prior Organizational Names

Company/Subsidiary Prior Name Date of Change

-7-

Schedule 1(c)

Changes in Corporate Identity; Other Names

Company/Subsidiary Corporate Name of
Entity Action Date of
Action State of
Formation List of All Other
Names Used on Any
Filings with the
Internal Revenue
Service During Past
Five Years

[Add Information required by Section 1 to the extent required by Section 1(c) of the Perfection Certificate]

-8-

Schedule 2

Chief Executive Offices

Company/Subsidiary Address County State

-9-

Schedule 3

Transactions Other Than in the Ordinary Course of Business

Company/Subsidiary Description of Transaction Including Parties Thereto Date of Transaction

-10-

Schedule 4

File Search Reports

Company/Subsidiary Search Report dated Prepared by Jurisdiction

See attached.

-11-

Schedule 5

Copy of Financing Statements To Be Filed

See attached.

-12-

Schedule 6

Filings/Filing Offices

Type of Filing¹⁷ Entity Applicable Collateral Document [Mortgage, Security Agreement or Other] Jurisdictions

¹⁷  UCC-1 financing statement, fixture filing, mortgage, intellectual property filing or other necessary filing.

-13-

Schedule 7(a)

Real Property

I. Owned Real Property

Entity of Record	Common Name and Address	Purpose/ Use	Improvements Located on Real Property	Approximate Square Footage	Legal Description (if Encumbered by Mortgage and/ or Fixture Filing)	To be Encumbered by Mortgage and Fixture Filing	Option to Purchase/ Right of First Refusal
[    ]	[    ] [COUNTY, STATE]	[    ]	[    ]	[    ]	[See Schedule A to Mortgage and/or fixture filing encumbering this property.]	[YES/NO]	[YES/ NO]

-14-

II. Leased or Other Interests in Real Property

Entity of Record	Common Name and Address	Landlord / Owner	Description of Lease or Other Documents Evidencing Interest	Purpose/ Use	Improvements Located on Real Property	Approximate Square Footage	Legal Description (if Encumbered by Mortgage and/or Fixture Filing)	To be Encumbered by Mortgage	To be Encumbered by Fixture Filing	Option to Purchase/ Right of First Refusal
[    ]	[    ] [COUNTY, STATE]	[    ]	[    ]	[    ]	[    ]	[    ]	[See Schedule A to Mortgage and/ or fixture filing encumbering this property.]	[YES/NO]	[YES/NO]	[YES/ NO]

-15-

Schedule 7(b)

Required Consents; Company Held Landlord’s/ Grantor’s Interests

I. Landlord’s / Grantor’s Consent Required

1. [LIST EACH LEASE OR OTHER INSTRUMENT WHERE LANDLORD’S / GRANTOR’S CONSENT IS REQUIRED].

II. Leases, Subleases, Tenancies, Franchise Agreements, Licenses or Other Occupancy Agreements Pursuant to which any Company holds Landlord’s / Grantor’s Interest

1. [LIST EACH LEASE OR OTHER INSTRUMENT WHERE COMPANY HOLDS LANDLORD’S / GRANTOR’S INTEREST]

-1-

Schedule 7(c)

Water Rights

Attached hereto is a true copy of the current Water Rights owned or used by any Company in Connection with the operation of any Mortgaged Property.

[    ]

-2-

Schedule 8(a)

Attached hereto is a true copy of each termination statement filing duly acknowledged or otherwise identified by the filing officer.

-3-

Schedule 8(b)

Termination Statement Filings

Debtor Jurisdiction Secured Party Type of Collateral UCC-1 File
Date UCC-1 File
Number

-4-

Schedule 9

(a) Equity Interests of Companies and Subsidiaries

Current Legal Entities Owned Record Owner Certificate No. No. Shares/Interest Percent Pledged

(b) Other Equity Interests

Current Legal Entities Owned Record Owner Certificate No. No. Shares/Interest Percent Pledged

-5-

Schedule 10

Instruments and Tangible Chattel Paper

1. Promissory Notes:

Entity Principal Amount Date of Issuance Interest Rate Maturity Date Pledged
[Yes/No]

2. Chattel Paper:

Description Pledged
[Yes/No]

-6-

Schedule 11(a)

Patents and Trademarks

UNITED STATES PATENTS:

Registrations:

OWNER REGISTRATION
NUMBER DESCRIPTION

Applications:

OWNER APPLICATION
NUMBER DESCRIPTION

OTHER PATENTS:

Registrations:

OWNER REGISTRATION
NUMBER COUNTRY/STATE DESCRIPTION

Applications:

OWNER APPLICATION
NUMBER COUNTRY/STATE DESCRIPTION

UNITED STATES TRADEMARKS:

Registrations:

OWNER REGISTRATION
NUMBER TRADEMARK

-7-

Applications:

OWNER APPLICATION
NUMBER TRADEMARK

OTHER TRADEMARKS:

Registrations:

OWNER REGISTRATION
NUMBER COUNTRY/STATE TRADEMARK

Applications:

OWNER APPLICATION
NUMBER COUNTRY/STATE TRADEMARK

-8-

Schedule 11(b)

Copyrights

UNITED STATES COPYRIGHTS

Registrations:

OWNER TITLE REGISTRATION
NUMBER

Applications:

OWNER APPLICATION
NUMBER

OTHER COPYRIGHTS

Registrations:

OWNER COUNTRY/STATE TITLE REGISTRATION
NUMBER

Applications:

OWNER COUNTRY/STATE APPLICATION
NUMBER

-9-

Schedule 11(c)

Intellectual Property Licenses

Patent Licenses:

LICENSEE LICENSOR COUNTRY/STATE REGISTRATION/
APPLICATION
NUMBER DESCRIPTION

Trademark Licenses

LICENSEE LICENSOR COUNTRY/STATE REGISTRATION/
APPLICATION
NUMBER TRADEMARK

Copyright Licenses:

LICENSEE LICENSOR COUNTRY/STATE REGISTRATION/
APPLICATION
NUMBER DESCRIPTION

Schedule 11(d)

Intellectual Property Filings

-10-

Schedule 12

Commercial Tort Claims

Description Pledged
[Yes/No]

-11-

Schedule 13

Deposit Accounts

Owner Type Of Account Bank Account Numbers Subject to
control
agreement?
[Yes/No] Reason for
Exclusion
from
Control
Requirement

Securities Accounts

Owner Type Of Account Intermediary Account Numbers Subject to
control
agreement?
[Yes/No] Reason for
Exclusion
from
Control
Requirement

Commodity Accounts

Owner Type Of Account Intermediary Account Numbers Subject to
control
agreement?
[Yes/No] Reason for
Exclusion
from
Control
Requirement

-12-

Schedule 14

Letter of Credit Rights

Issuer Beneficiary Principal Amount Date of
Issuance Maturity
Date Subject to
Control
Requirement
[Yes/No]

-13-

Schedule 15

Insurance

-14-

Schedule 16

Other Collateral

(a) Agreements and Contracts with Governmental Authorities

Description Pledged
[Yes/No]

(b) Aircraft and Airplanes

Description Pledged
[Yes/No]

-15-

EXHIBIT H-2

FORM OF PERFECTION CERTIFICATE SUPPLEMENT

[To be attached]

NOTE: No Perfection Certificate Supplement was created.

Exhibit H-2

Form of Perfection Certificate Supplement

EXHIBIT H-3

FORM OF MORTGAGE

[To be attached]

Exhibit H-3

Form of Mortgage

MORTGAGE, SECURITY AGREEMENT, ASSIGNMENT OF RENTS AND LEASES

AND FIXTURE FILING

by and from

“Mortgagor”

to

BANK OF AMERICA, N.A.,

in its capacity as Administrative Agent on behalf of and for the benefit of the Secured

Parties

“Mortgagee”

Dated as of [            ], 2010

Municipality:

County:

State:

RECORDING REQUESTED BY,

AND WHEN RECORDED MAIL TO:

Athy A. Mobilia, Esq.

Cahill Gordon & Reindel LLP

80 Pine Street

New York, NY 10005

MORTGAGE, SECURITY AGREEMENT, ASSIGNMENT OF RENTS AND LEASES

AND FIXTURE FILING

THIS MORTGAGE, SECURITY AGREEMENT, ASSIGNMENT OF RENTS AND LEASES AND FIXTURE FILING (this “Mortgage”) is executed effective as of [            ], 2010 by and from             , a             , as mortgagor, assignor and debtor (in such capacities and together with any successors in such capacities, “Mortgagor”), whose address is             , to Bank of America, N.A., as Administrative Agent (in such capacity, “Administrative Agent”) for the Secured Parties, as mortgagee, assignee and secured party (in such capacities and, together with its successors and assigns in such capacities, “Mortgagee”) having an address at 101 N. Tryon Street, Charlotte, North Carolina 28225.

WHEREAS, Reference is made to the Credit Agreement dated as of August 17, 2010 (as amended, amended and restated, supplemented, waived or otherwise modified from time to time, the “Credit Agreement”), among Gentiva Health Services, Inc., a Delaware corporation (the “Borrower”), each lender from time to time party thereto (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.

WHEREAS, Mortgagor has, pursuant to the Guaranty, unconditionally guaranteed the Obligations.

WHEREAS, Mortgagor will derive substantial benefits from the execution, delivery and performance of the Obligations under the Credit Agreement and the other Loan Documents and is therefore willing to enter into this Mortgage.

WHEREAS, The Borrower owns directly or through its Subsidiaries all of the issued and outstanding shares of the Mortgagor;¹⁹

WHEREAS, This Mortgage is given by the Mortgagor in favor of the Administrative Agent for the benefit of the Secured Parties to secure the payment and performance of all of the Obligations.

WHEREAS, It is a condition to (i) the obligations of the Lenders to make the Loans under the Credit Agreement, (ii) the obligations of the L/C Issuer to issue Letters of Credit and (iii) the performance of the obligations of the Secured Parties under Secured Hedge Agreements and Secured Cash Management Agreements that Mortgagor execute and deliver the applicable Loan Documents, including this Mortgage.

NOW, THEREFORE, the parties hereto agree as follows:

ARTICLE I DEFINITIONS

¹⁹  Borrower to confirm

Section 1.1 Definitions. All capitalized terms used herein without definition shall have the respective meanings ascribed to them in the Credit Agreement. The rules of construction specified in Section 1.02 of the Credit Agreement also apply to this Mortgage. As used herein, the following terms shall have the following meanings:

(a) “Charges”: shall mean any and all present and future real estate, property and other taxes, assessments and special assessments, levies, fees, all water and sewer rents and charges and all other governmental charges imposed upon or assessed against, and all claims (including, without limitation, claims for landlords’, carriers’, mechanics’, workmen’s, repairmen’s, laborer’s, materialmen’s, suppliers’ and warehousemen’s liens and other claims arising by operation of law), judgments or demands against, all or any portion of the Mortgaged Property or other amounts of any nature which, if unpaid, might result in or permit the creation of, a Lien on the Mortgaged Property or which might result in foreclosure of all or any portion of the Mortgaged Property except for Permitted Liens.

(b) “Event of Default”: An Event of Default under and as defined in the Credit Agreement.

(c) “Mortgaged Property”: The fee interest in the real property described in Exhibit A attached hereto and incorporated herein by this reference, together with any greater estate therein as hereafter may be acquired by Mortgagor and all of Mortgagor’s right, title and interest in, to and under all rights, privileges, tenements, hereditaments, rights-of-way, easements, appendages and appurtenances appertaining to the foregoing in each case whether now owned or hereinafter acquired, including without limitation all water rights, mineral, oil and gas rights, easements and rights of way (collectively, the “Land”), and all of Mortgagor’s right, title and interest now or hereafter acquired in, to and under (1) all buildings, structures and other improvements now owned or hereafter acquired by Mortgagor, now or at any time situated, placed or constructed upon the Land (the “Improvements”; the Land and Improvements are collectively referred to as the “Premises”), (2) all materials, supplies, equipment, apparatus and other items of personal property now owned or hereafter acquired by Mortgagor and now or hereafter attached to, installed in or used in connection with any of the Improvements or the Land, and water, gas, electrical, telephone, storm and sanitary sewer facilities and all other utilities whether or not situated in easements, and all equipment, inventory and other goods in which Mortgagor now has or hereafter acquires any rights or any power to transfer rights and that are or are to become fixtures (as defined in the UCC, defined below) related to the Land (the “Fixtures”), (3) all goods, accounts, inventory, general intangibles, instruments, documents, contract rights and chattel paper, including all such items as defined in the UCC, now owned or hereafter acquired by Mortgagor and now or hereafter affixed to, placed upon, used in connection with, arising from or otherwise related to the Premises (the “Personalty”), (4) all reserves, escrows or impounds required under the Credit Agreement or any of the other Loan Documents and all of Mortgagor’s right, title and interest in all reserves, deferred payments, deposits, refunds and claims of any nature relating to the Mortgaged Property (the “Deposit Accounts”), (5) all leases, licenses, concessions, occupancy agreements or other agreements (written or oral, now or at any time in effect) which grant to any Person a possessory interest in, or the right to use, all or any part of the Mortgaged Property, together with all related security and other deposits (the “Leases”), (6) all of the rents, revenues, royalties, income, proceeds, profits, accounts receivable, security and other types of

2

deposits, and other benefits paid or payable by parties to the Leases for using, leasing, licensing, possessing, operating from, residing in, selling or otherwise enjoying the Mortgaged Property (the “Rents”), (7) all other agreements, such as construction contracts, architects’ agreements, engineers’ contracts, utility contracts, maintenance agreements, management agreements, service contracts, listing agreements, guaranties, indemnities, warranties, permits, licenses, certificates and entitlements in any way relating to the construction, use, occupancy, operation, maintenance, enjoyment or ownership of the Mortgaged Property (the “Property Agreements”), (8) all property tax refunds payable with respect to the Mortgaged Property (the “Tax Refunds”), (9) all accessions, replacements and substitutions for any of the foregoing and all proceeds thereof (the “Proceeds”), (10) all insurance policies, unearned premiums therefor and proceeds from such policies covering any of the above property now or hereafter acquired by Mortgagor (including, without, limitation, any rights of Mortgagor arising from the operation of any hospital or related facilities located on the Premises, the “Insurance”), (11) all awards, damages, remunerations, reimbursements, settlements or compensation heretofore made or hereafter to be made by any governmental authority pertaining to any condemnation or other taking (or any purchase in lieu thereof) of all or any portion of the Land, Improvements, Fixtures or Personalty (the “Condemnation Awards”) and (12) any and all right, title and interest of Mortgagor in and to any and all drawings, plans, specifications, file materials, operating and maintenance records, catalogues, tenant lists, correspondence, advertising materials, operating manuals, warranties, guarantees, appraisals, studies and data relating to the Mortgaged Property or the construction of any alteration relating to the Premises or the maintenance of any Property Agreement (the “Records”). As used in this Mortgage, the term “Mortgaged Property” shall mean all or, where the context permits or requires, any portion of the above or any interest therein.

(d) “Permitted Liens”: Liens permitted by Section 7.01 of the Credit Agreement.

(e) “Security Agreement”: That certain Security Agreement dated as of August 17, 2010, made by the Borrower, the Guarantors from time to time party thereto and Bank of America, N.A., as Administrative Agent, as the same may be amended, amended and restated, supplemented or otherwise modified from time to time.

(f) “UCC”: The Uniform Commercial Code of [            ], or, if the creation, perfection and enforcement of any security interest herein granted is governed by the laws of a state other than [            ], then, as to the matter in question, the Uniform Commercial Code in effect in that state.

ARTICLE II GRANT

Section 2.1 Grant. As collateral security for the payment and performance of all the Obligations, Mortgagor hereby MORTGAGES, GRANTS, BARGAINS, ASSIGNS, SELLS, CONVEYS and CONFIRMS, to Mortgagee for the benefit of the Secured Parties, the Mortgaged Property whether now owned or hereafter arising or acquired, from time to time.

Section 2.2 Obligations. This Mortgage secures, and the Mortgaged Property is collateral security for, the payment and performance in full when due of the Obligations.

3

Section 2.3 Future Advances. This Mortgage shall secure all Obligations including, without limitation, future advances whenever hereafter made with respect to or under the Credit Agreement or the other Loan Documents and shall secure not only Obligations with respect to presently existing indebtedness under the Credit Agreement or the other Loan Documents, but also any and all other indebtedness which may hereafter be owing to the Secured Parties under the Credit Agreement or the other Loan Documents, however incurred, whether interest, discount or otherwise, and whether the same shall be deferred, accrued or capitalized, including future advances and re-advances, pursuant to the Credit Agreement or the other Loan Documents, whether such advances are obligatory or to be made at the option of the Secured Parties, or otherwise, and any extensions, refinancings, modifications or renewals of all such Obligations whether or not Mortgagor executes any extension agreement or renewal instrument and, in each case, to the same extent as if such future advances were made on the date of the execution of this Mortgage.

Section 2.4 Maximum Amount of Indebtedness. The maximum aggregate amount of all indebtedness that is, or under any contingency may be secured at the date hereof or at any time hereafter by this Mortgage is $[            ], plus, to the extent permitted by applicable law, collection costs, sums advanced for the payment of taxes, assessments, maintenance and repair charges, insurance premiums and any other costs incurred to protect the security encumbered hereby or the lien hereof, expenses incurred by Mortgagee by reason of any default by Mortgagor under the terms hereof, together with interest thereon, all of which amount shall be secured hereby.²

Section 2.5 Last Dollar Secured. This Mortgage secures only a portion of the Obligations owing or which may become owing by Mortgagor. The parties agree that any payments or repayments of such Obligations by Mortgagor shall be and be deemed to be applied first to the portion of the Obligations that is not secured hereby, it being the parties’ intent that the portion of the Obligations last remaining unpaid shall be secured hereby.

Section 2.6 No Release. Nothing set forth in this Mortgage shall relieve Mortgagor from the performance of any term, covenant, condition or agreement on Mortgagor’s part to be performed or observed under or in respect of any of the Mortgaged Property or from any liability to any Person under or in respect of any of the Mortgaged Property or shall impose any obligation on Mortgagee or any other Secured Party to perform or observe any such term, covenant, condition or agreement on Mortgagor’s part to be so performed or observed or shall impose any liability on Mortgagee or any other Secured Party for any act or omission on the part of Mortgagor relating thereto or for any breach of any representation or warranty on the part of Mortgagor contained in this Mortgage or any other Loan Document, or under or in respect of the Mortgaged Property or made in connection herewith or therewith. The obligations of Mortgagor contained in this Section 2.6 shall survive the termination hereof and the discharge of Mortgagor’s other obligations under this Mortgage and the other Loan Documents.

²  Local counsel to confirm if required

4

ARTICLE III WARRANTIES, REPRESENTATIONS AND COVENANTS

Mortgagor warrants, represents and covenants to Mortgagee as follows:

Section 3.1 Title to Mortgaged Property and Lien of this Instrument. Mortgagor has good and indefeasible fee simple title to the Mortgaged Property free and clear of any liens, claims or interests, except the Permitted Liens. This Mortgage creates a valid, enforceable first priority lien and security interest in favor of Mortgagee against the Mortgaged Property for the benefit of the Secured Parties securing the payment and performance of the Obligations subject only to Permitted Liens. Upon recordation in the official real estate records in the county (or other applicable jurisdiction) in which the Premises are located, this Mortgage will constitute a valid and enforceable first priority mortgage lien on the Mortgaged Property in favor of Mortgagee for the benefit of the Secured Parties subject only to Permitted Liens.

Section 3.2 First Lien Status. Mortgagor shall preserve and protect the first lien and security interest status of this Mortgage. If any lien or security interest other than a Permitted Lien is asserted against the Mortgaged Property, Mortgagor shall promptly, and at its expense, (a) give Mortgagee a detailed written notice of such lien or security interest (including origin, amount and other terms), and (b) pay the underlying claim in full or take such other action as may be required pursuant to the Credit Agreement so as to cause it to be released or contested (including, if applicable, the requirement of providing a bond or other security reasonably satisfactory to Mortgagee).

Section 3.3 Replacement of Fixtures and Personalty. Mortgagor shall not, without the prior written consent of Mortgagee, permit any of the Fixtures or Personalty owned or leased by Mortgagor to be removed at any time from the Land or Improvements, unless the removed item is removed temporarily for its protection, maintenance or repair or is not prohibited from being removed by the Credit Agreement or the Security Agreement.

Section 3.4 Inspection. Pursuant to Section 6.10 of the Credit Agreement, Mortgagor shall permit Mortgagee and its agents, representatives and employees, upon reasonable prior notice to Mortgagor, to inspect the Mortgaged Property and all books and records of Mortgagor located thereon.

Section 3.5 Insurance; Condemnation Awards and Insurance Proceeds.

(a) Insurance. Mortgagor shall maintain or cause to be maintained the insurance required by Section 6.07 of the Credit Agreement. If the Mortgaged Property is located in a special flood hazard area, then the Mortgagor shall maintain, or cause to be maintained, flood insurance in accordance with the terms of Section 6.07 of the Credit Agreement. Notwithstanding any provision of the Credit Agreement or any of the other Loan Documents to the contrary, Mortgagor shall not be required to provide evidence of replacement or renewal of insurance more than 15 days prior to the expiration of any then-current policy.

(b) Condemnation Awards. Mortgagor shall cause all Condemnation Awards to be applied in accordance with Section 2.05(b)(ii) of the Credit Agreement.

5

(c) Insurance Proceeds. Mortgagor shall cause all proceeds of any insurance policies insuring against loss or damage to the Mortgaged Property to be applied in accordance with the Credit Agreement.

(d) Payment of Charges. Except as otherwise permitted by the terms of the Credit Agreement, Mortgagor shall pay and discharge, or cause to be paid and discharged, from time to time prior to same becoming delinquent, all Charges. Mortgagor shall, upon Mortgagee’s reasonable written request, deliver to Mortgagee receipts evidencing the payment of all such Charges.

Section 3.6 Mortgagor’s Covenants. In order to induce the Mortgagee to enter into this Mortgage, the Credit Agreement and the other Loan Documents, the Mortgagor agrees that the covenants of Mortgagor set forth in Sections 6.04, 6.05, 6.06, 6.07, 6.08, 6.09, 6.10, 6.12, and 6.13 of the Credit Agreement, solely to the extent applicable to the Mortgaged Property, this Mortgage and/or Mortgagor in its capacity as Mortgagor hereunder, are incorporated into this Mortgage by reference as if fully set forth herein and are of full force and effect as if made by Mortgagor herein.

ARTICLE IV DEFAULT AND FORECLOSURE

Section 4.1 Remedies. Upon the occurrence and during the continuance of an Event of Default, Mortgagee may, at Mortgagee’s election, exercise any or all of the following rights, remedies and recourses:

(a) Acceleration. Subject to any provisions of the Loan Documents providing for the automatic acceleration of the Obligations upon the occurrence of certain Events of Default, declare the Obligations to be immediately due and payable, without further notice, presentment, protest, notice of intent to accelerate, notice of acceleration, demand or action of any nature whatsoever (each of which hereby is expressly waived by Mortgagor), whereupon the same shall become immediately due and payable.

(b) Entry on Mortgaged Property. Enter the Mortgaged Property and take exclusive possession thereof and of all books, records and accounts relating thereto or located thereon. If Mortgagor remains in possession of the Mortgaged Property following the occurrence and during the continuance of an Event of Default and without Mortgagee’s prior written consent, Mortgagee may invoke any legal remedies to dispossess Mortgagor.

(c) Operation of Mortgaged Property. Hold, lease, develop, manage, operate, carry on the business thereof or otherwise use the Mortgaged Property upon such terms and conditions as Mortgagee may deem reasonable under the circumstances (making such repairs, alterations, additions and improvements and taking other actions, from time to time, as Mortgagee deems necessary or desirable), and apply all Rents and other amounts collected by Mortgagee in connection therewith in accordance with the provisions of Section 4.7.

6

(d) Foreclosure and Sale³. Institute proceedings for the complete foreclosure of this Mortgage by judicial action or by power of sale, in which case the Mortgaged Property may be sold for cash or credit in one or more parcels. Such sale shall be made in accordance with the applicable provisions of Section [            ] Property Code, as amended, or, if and to the extent such statute is not then in force, with the applicable requirements, at the time of the sale, of the successor statute or statutes, if any, governing sales of real property under powers of sale conferred by deeds of trust relating to the sale of real estate or by Chapter 9 of the UCC relating to the sale of collateral after default by a debtor (as such laws now exist or may be hereafter amended or succeeded), or by any other present or subsequent articles or enactments relating to same. With respect to any notices required or permitted under the UCC, Mortgagor agrees that ten (10) days’ prior written notice shall be deemed commercially reasonable. At any such sale by virtue of any judicial proceedings, power of sale, or any other legal right, remedy or recourse, the title to and right of possession of any such property shall pass to the purchaser thereof, and to the fullest extent permitted by law, Mortgagor shall be completely and irrevocably divested of all of its right, title, interest, claim, equity, equity of redemption, and demand whatsoever, either at law or in equity, in and to the property sold and such sale shall be a perpetual bar both at law and in equity against Mortgagor, and against all other Persons claiming or to claim the property sold or any part thereof, by, through or under Mortgagor. Mortgagee or any of the other Secured Parties may be a purchaser at such sale. If Mortgagee or such other Secured Party is the highest bidder, Mortgagee or such other Secured Party may credit the portion of the purchase price that would be distributed to Mortgagee or such other Secured Party against the Obligations in lieu of paying cash. In the event this Mortgage is foreclosed by judicial action, appraisement of the Mortgaged Property is waived. Mortgagee may adjourn from time to time any sale by it to be made under or by virtue hereof by announcement at the time and place appointed for such sale or for such adjourned sale or sales, and Mortgagee, without further notice or publication, may make such sale at the time and place to which the same shall be so adjourned.

(e) Receiver. Make application to a court of competent jurisdiction for, and obtain from such court as a matter of strict right and without notice to Mortgagor or regard to the adequacy of the Mortgaged Property for the repayment of the Obligations, the appointment of a receiver of the Mortgaged Property, and Mortgagor irrevocably consents to such appointment. Any such receiver shall have all the usual powers and duties of receivers in similar cases, including the full power to rent, maintain and otherwise operate the Mortgaged Property upon such terms as may be approved by the court, and shall apply such Rents in accordance with the provisions of Section 4.7; provided, however, notwithstanding the appointment of any receiver, Mortgagee shall be entitled as pledgee to the possession and control of any cash, deposits or instruments at the time held by or payable or deliverable under the terms of the Credit Agreement to Mortgagee.

(f) UCC. Exercise any and all rights and remedies granted to a secured party upon default under the UCC, including, without limiting the generality of the foregoing: (i) the right to take possession of the personal property or any part thereof, and to take such

³  Local counsel to advise on foreclosure specific language

7

other measures as Mortgagee may deem necessary for the care, protection and preservation of the personal property, and (ii) request Mortgagor at its expense to assemble the personal property and make it available to Mortgagee at a convenient place acceptable to Mortgagee. Any notice of sale, disposition or other intended action by Mortgagee with respect to the personal property sent to Mortgagor in accordance with the provisions hereof at least ten (10) days prior to such action, shall constitute commercially reasonable notice to Mortgagor.

(g) Other. Exercise all other rights, remedies and recourses granted under the Loan Documents or otherwise available at law or in equity.

Section 4.2 Separate Sales. The Mortgaged Property may be sold in one or more parcels and in such manner and order as Mortgagee in its sole discretion may elect. The right of sale arising out of any Event of Default shall not be exhausted by any one or more sales.

Section 4.3 Remedies Cumulative, Concurrent and Nonexclusive. Mortgagee and the other Secured Parties shall have all rights, remedies and recourses granted in the Loan Documents and available at law or equity (including the UCC), which rights (a) shall be cumulative and concurrent, (b) may be pursued separately, successively or concurrently against Mortgagor or others obligated under the Loan Documents, or against the Mortgaged Property, or against any one or more of them, at the sole discretion of Mortgagee or such other Secured Party, as the case may be, (c) may be exercised as often as occasion therefor shall arise, and the exercise or failure to exercise any of them shall not be construed as a waiver or release thereof or of any other right, remedy or recourse, and (d) are intended to be, and shall be, nonexclusive. No action by Mortgagee or any other Secured Party in the enforcement of any rights, remedies or recourses under the Loan Documents or otherwise at law or equity shall be deemed to cure any Event of Default.

Section 4.4 Release of and Resort to Collateral. Mortgagee may release, regardless of consideration and without the necessity for any notice to or consent by the holder of any subordinate lien on the Mortgaged Property, any part of the Mortgaged Property without, as to the remainder, in any way impairing, affecting, subordinating or releasing the lien or security interest created in or evidenced by the Loan Documents or their status as a first priority lien and security interest in and to the Mortgaged Property. For payment of the Obligations, Mortgagee may resort to any other security in such order and manner as Mortgagee may elect.

Section 4.5 Appearance, Waivers, Notice and Marshalling of Assets. After the occurrence and during the continuance of any Event of Default and immediately upon the commencement of any action, suit or legal proceedings to obtain judgment for the payment or performance of the Obligations or any part thereof, or of any proceedings to foreclose the lien and security interest created and evidenced hereby or otherwise enforce the provisions hereof or of any other proceedings in aid of the enforcement hereof, Mortgagor shall enter its voluntary appearance in such action, suit or proceeding. To the fullest extent permitted by law, Mortgagor hereby irrevocably and unconditionally waives and releases (a) all benefit that might accrue to Mortgagor by virtue of any present or future statute of limitations or law or judicial decision exempting the Mortgaged Property from attachment, levy or sale on execution or providing for any stay of execution, exemption from civil process, redemption or extension of

8

time for payment, (b) all notices of any Event of Default or of Mortgagee’s election to exercise or the actual exercise of any right, remedy or recourse provided for under the Loan Documents, and (c) any right to a marshalling of assets or a sale in inverse order of alienation. Mortgagor shall not claim, take or insist on any benefit or advantage of any law now or hereafter in force providing for the valuation or appraisal of the Mortgaged Property, or any part thereof, prior to any sale or sales of the Mortgaged Property which may be made pursuant to this Mortgage, or pursuant to any decree, judgment or order of any court of competent jurisdiction. Mortgagor covenants not to hinder, delay or impede the execution of any power granted or delegated to Mortgagee by this Mortgage but to suffer and permit the execution of every such power as though no such law or laws had been made or enacted.

Section 4.6 Discontinuance of Proceedings. If Mortgagee or any other Secured Party shall have proceeded to invoke any right, remedy or recourse permitted under the Loan Documents and shall thereafter elect to discontinue or abandon it for any reason, Mortgagee or such other Secured Party, as the case may be, shall have the unqualified right to do so and, in such an event, Mortgagor, Mortgagee and the other Secured Parties shall be restored to their former positions with respect to the Obligations, the Loan Documents, the Mortgaged Property and otherwise, and the rights, remedies, recourses and powers of Mortgagee and the other Secured Parties shall continue as if the right, remedy or recourse had never been invoked, but no such discontinuance or abandonment shall waive any Event of Default which may then exist or the right of Mortgagee or any other Secured Party thereafter to exercise any right, remedy or recourse under the Loan Documents for such Event of Default.

Section 4.7 Application of Proceeds. The proceeds received by the Mortgagee in respect of any sale of, collection from or other realization upon all or any part of the Mortgaged Property, shall be applied, together with any other sums then held by the Administrative Agent pursuant to this Mortgage, in accordance with Section 8.03 of the Credit Agreement.

Section 4.8 Occupancy After Foreclosure. Any sale of the Mortgaged Property or any part thereof in accordance with Section 4.1(d) will divest all right, title and interest of Mortgagor in and to the property sold. Subject to applicable law, any purchaser at a foreclosure sale will receive immediate possession of the property purchased. If Mortgagor retains possession of such property or any part thereof subsequent to such sale, Mortgagor will be considered a tenant at sufferance of the purchaser, and will, if Mortgagor remains in possession after demand to remove, be subject to eviction and removal, forcible or otherwise, with or without process of law.

Section 4.9 Additional Advances and Disbursements; Costs of Enforcement.

(a) Upon the occurrence and during the continuance of any Event of Default, Mortgagee and each of the other Secured Parties shall have the right, but not the obligation, to cure such Event of Default in the name and on behalf of Mortgagor. All reasonable sums advanced and expenses incurred at any time by Mortgagee or any other Secured Party under this Section 4.9, or otherwise under this Mortgage or applicable law, shall bear interest from the date that such sum is advanced or expense incurred, to and including the date of reimbursement,

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computed at the highest rate at which interest is then computed on any portion of the Obligations and all such sums, together with interest thereon, shall be secured by this Mortgage.

(b) Mortgagor shall pay all out-of-pocket expenses (including reasonable attorneys’ fees and expenses) of or incidental to the perfection and enforcement of this Mortgage or the enforcement, compromise or settlement of the Obligations or any claim under this Mortgage, and for the curing thereof, or for defending or asserting the rights and claims of Mortgagee in respect thereof, by litigation or otherwise.

Section 4.10 No Mortgagee in Possession. Neither the enforcement of any of the remedies under this Article 4, the assignment of the Rents and Leases under Article 5, the security interests under Article 6, nor any other remedies afforded to Mortgagee under the Loan Documents, at law or in equity shall cause Mortgagee or any other Secured Party to be deemed or construed to be a mortgagee in possession of the Mortgaged Property, to obligate Mortgagee or any other Secured Party to lease the Mortgaged Property or attempt to do so, or to take any action, incur any expense, or perform or discharge any obligation, duty or liability whatsoever under any of the Leases or otherwise.

ARTICLE V ASSIGNMENT OF RENTS AND LEASES

Section 5.1 Assignment. In furtherance of and in addition to the assignment made by Mortgagor in Section 2.1 of this Mortgage, Mortgagor hereby absolutely and unconditionally assigns, sells, transfers and conveys to Mortgagee all of its right, title and interest in and to all Leases, whether now existing or hereafter entered into, and all of its right, title and interest in and to all Rents. This assignment is an absolute assignment and not an assignment for additional security only. So long as no Event of Default shall have occurred and be continuing, Mortgagor shall have a revocable license from Mortgagee to exercise all rights extended to the landlord under the Leases, including the right to receive and collect all Rents and to hold the Rents in trust for use in the payment and performance of the Obligations and to otherwise use the same. The foregoing license is granted subject to the conditional limitation that no Event of Default shall have occurred and be continuing. Upon the occurrence and during the continuance of an Event of Default, whether or not legal proceedings have commenced, and without regard to waste, adequacy of security for the Obligations or solvency of Mortgagor, the license herein granted shall, at the election of Mortgagee, expire and terminate, upon written notice to Mortgagor by Mortgagee.

Section 5.2 Perfection Upon Recordation. Mortgagor acknowledges that Mortgagee has taken all actions necessary to obtain, and that upon recordation of this Mortgage Mortgagee shall have, to the extent permitted under applicable law, a valid and fully perfected, first priority, present assignment of the Rents arising out of the Leases and all security for such Leases. Mortgagor acknowledges and agrees that upon recordation of this Mortgage Mortgagee’s interest in the Rents shall be deemed to be fully perfected, “choate” and enforced as to Mortgagor and to the extent permitted under applicable law, all third parties, including, without limitation, any subsequently appointed trustee in any case under Title 11 of the United States Code (the “Bankruptcy Code”), without the necessity of commencing a foreclosure action with respect to this Mortgage, making formal demand for the Rents, obtaining the appointment of a receiver or taking any other affirmative action.

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Section 5.3 Bankruptcy Provisions. Without limitation of the absolute nature of the assignment of the Rents hereunder, Mortgagor and Mortgagee agree that (a) this Mortgage shall constitute a “security agreement” for purposes of Section 552(b) of the Bankruptcy Code, (b) the security interest created by this Mortgage extends to property of Mortgagor acquired before the commencement of a case in bankruptcy and to all amounts paid as Rents and (c) such security interest shall extend to all Rents acquired by the estate after the commencement of any case in bankruptcy.

ARTICLE VI SECURITY AGREEMENT

Section 6.1 Security Interest. This Mortgage constitutes a “security agreement” on personal property within the meaning of the UCC and other applicable law and with respect to the Personalty, Fixtures, Leases, Rents, Deposit Accounts, Property Agreements, Tax Refunds, Proceeds, Insurance, Condemnation Awards and Records. To this end, Mortgagor grants to Mortgagee a first priority security interest in the Personalty, Fixtures, Leases, Rents, Deposit Accounts, Property Agreements, Tax Refunds, Proceeds, Insurance, Condemnation Awards, Records and all other Mortgaged Property which is personal property to secure the payment and performance of the Obligations, and agrees that Mortgagee shall have all the rights and remedies of a secured party under the UCC with respect to such property. Any notice of sale, disposition or other intended action by Mortgagee with respect to the Personalty, Fixtures, Leases, Rents, Deposit Accounts, Property Agreements, Tax Refunds, Proceeds, Insurance, Condemnation Awards and Records sent to Mortgagor at least ten (10) days prior to any action under the UCC shall constitute reasonable notice to Mortgagor. In the event of any conflict or inconsistency whatsoever between the terms of this Mortgage and the terms of the Security Agreement with respect to the collateral covered both therein and herein, including, but not limited to, with respect to whether any such Mortgaged Property is to be subject to a security interest or the use, maintenance or transfer of any such Mortgaged Property, the Security Agreement shall control, govern, and prevail, to the extent of any such conflict or inconsistency. For the avoidance of doubt, no personal property of Mortgagor that does not constitute “Excluded Property” under and as defined in the Security Agreement shall be subject to any security interest of Mortgagee or any Secured Party or constitute collateral hereunder.

Section 6.2 Financing Statements. Mortgagor shall execute and deliver to Mortgagee such other documents, instruments and further assurances, in each case in form and substance reasonably satisfactory to Mortgagee, as Mortgagee may, from time to time, reasonably consider necessary to create, perfect and preserve Mortgagee’s security interest hereunder. Mortgagor hereby irrevocably authorizes Mortgagee to cause financing statements (and amendments thereto and continuations thereof) and any such documents, instruments and assurances to be recorded and filed, at such times and places as may be required or permitted by law to so create, perfect and preserve such security interest. Mortgagor represents and warrants to Mortgagee that Mortgagor’s jurisdiction of organization is the state of [        ].

Section 6.3 Fixture Filing. This Mortgage shall also constitute a “fixture filing” for the purposes of the UCC against all of the Mortgaged Property which is or is to

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become fixtures. The information provided in this Section 6.3 is provided so that this Mortgage shall comply with the requirements of the UCC for a mortgage instrument to be filed as a financing statement. Mortgagor is the “Debtor” and its name and mailing address are set forth in the preamble of this Mortgage immediately preceding Article 1. Mortgagee is the “Secured Party” and its name and mailing address from which information concerning the security interest granted herein may be obtained are also set forth in the preamble of this Mortgage immediately preceding Article 1. A statement describing the portion of the Mortgaged Property comprising the fixtures hereby secured is set forth in the definition of “Mortgaged Property” in Section 1.1 of this Mortgage. Mortgagor represents and warrants to Mortgagee that Mortgagor is the record owner of the Mortgaged Property and the employer identification number of Mortgagor is                     .

ARTICLE VII MISCELLANEOUS

Section 7.1 Notices. Unless otherwise provided herein or in the Credit Agreement, any notice or other communication herein required or permitted to be given shall be given in the manner and become effective as set forth in the Credit Agreement, as to Mortgagor, addressed to it at the address of the Borrower set forth in the Credit Agreement and as to the Administrative Agent, addressed to it at the address set forth in the Credit Agreement, or in each case at such other address as shall be designated by such party in a written notice to the other party complying as to delivery with the terms of this Section 7.1.

Section 7.2 Covenants Running with the Land. All grants, covenants, terms, provisions and conditions contained in this Mortgage are intended by Mortgagor and Mortgagee to be, and shall be construed as, covenants running with the Land. As used herein, “Mortgagor” shall refer to the party named in the first paragraph of this Mortgage and to any subsequent owner of all or any portion of the Mortgaged Property. All Persons who may have or acquire an interest in the Mortgaged Property shall be deemed to have notice of, and be bound by, the terms of the Credit Agreement and the other Loan Documents; provided, however, that no such party shall be entitled to any rights thereunder without the prior written consent of Mortgagee.

Section 7.3 Attorney-in-Fact. Mortgagor hereby appoints the Mortgagee it’s attorney-in-fact, with full authority in the place and stead of Mortgagor and in the name of Mortgagor or otherwise, from time to time in the Mortgagee’s discretion to take any action and to execute any instrument consistent with the terms of the Credit Agreement, this Mortgage and the other Loan Documents which the Mortgagee may deem necessary or advisable to accomplish the purposes of this Mortgage, (but the Mortgagee shall not be obligated to and shall have no liability to Mortgagor or any third party for failure to so do or take action). The foregoing grant of authority is a power of attorney coupled with an interest and such appointment shall be irrevocable for the term hereof. Mortgagor hereby ratifies all that such attorney shall lawfully do or cause to be done by virtue hereof.

Section 7.4 Successors and Assigns. Whenever in this Mortgage Mortgagor or Mortgagee are referred to, such reference shall be deemed to include the permitted

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successors and assigns of each of them; and all covenants, promises and agreements by or on behalf of Mortgagor that are contained in this Mortgage shall bind its respective permitted successors and assigns and inure to the benefit of Mortgagee and its successors and assigns. Mortgagee and Administrative Agent hereunder shall at all times be the same Person that is the Administrative Agent under the Credit Agreement. Written notice of resignation by the Administrative Agent pursuant to the Credit Agreement shall also constitute notice of resignation as Mortgagee and Administrative Agent under this Mortgage. Upon the acceptance of any appointment as the Administrative Agent under the Credit Agreement by a successor Administrative Agent, that successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Mortgagee and Administrative Agent pursuant hereto. Mortgagor shall not make or permit to be made a sale, conveyance, lease, assignment, transfer or other disposition of the Mortgaged Property, except as expressly permitted by the Credit Agreement. Notwithstanding the foregoing, if Mortgagee shall have notified Mortgagor that an Event of Default under the Credit Agreement shall have occurred and be continuing, and during the continuance thereof, Mortgagor shall not sell, convey, lease, assign, transfer or otherwise dispose of any Mortgaged Property to the extent requested by Mortgagee (which notice may be given by telephone if promptly confirmed in writing).

Section 7.5 Waivers; Amendments. No amendment, modification, supplement, termination or waiver of or to any provision hereof, nor consent to any departure by Mortgagor therefrom, shall be effective unless the same shall be made in accordance with the terms of the Credit Agreement and unless in writing and signed by the Mortgagee. Any amendment, modification or supplement of or to any provision hereof, any waiver of any provision hereof and any consent to any departure by Mortgagor from the terms of any provision hereof in each case shall be effective only in the specific instance and for the specific purpose for which made or given. Except where notice is specifically required by this Mortgage or any other document evidencing the Obligations, no notice to or demand on Mortgagor in any case shall entitle Mortgagor to any other or further notice or demand in similar or other circumstances.

Section 7.6 Termination or Release. When all the Obligations have been paid in full (other than contingent indemnification obligations not then due), the Commitments of the Lenders to make any Loan or to issue any Letter of Credit under the Credit Agreement shall have expired or been sooner terminated and all Letters of Credit have been terminated or cash collateralized in accordance with the provisions of the Credit Agreement, this Mortgage shall terminate. Upon termination of this Mortgage the Mortgaged Property shall immediately be released from the Lien of this Mortgage. Upon such release or any release of the Mortgaged Property or any part thereof in accordance with the provisions of the Credit Agreement, the Mortgagee shall, upon the request and at the sole cost and expense of the Mortgagor, assign, transfer and deliver to Mortgagor, against receipt and without recourse to or warranty by the Mortgagee except as to the fact that the Mortgagee has not encumbered the released assets, the Mortgaged Property or any part thereof to be released (in the case of a release) as may be in possession of the Mortgagee and as shall not have been sold or otherwise applied pursuant to the terms hereof.

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Section 7.7 Waiver of Stay, Moratorium and Similar Rights. Mortgagor agrees, to the full extent that it may lawfully do so, that it will not at any time insist upon or plead or in any way take advantage of any stay, marshalling of assets, extension, redemption or moratorium law now or hereafter in force and effect so as to prevent or hinder the enforcement of the provisions of this Mortgage or the Obligations secured hereby, or any agreement between Mortgagor and Mortgagee or any rights or remedies of Mortgagee or any other Secured Party.

Section 7.8 Headings. The Article, Section and Subsection titles hereof are inserted for convenience of reference only and shall in no way alter, modify or define, or be used in construing, the text of such Articles, Sections or Subsections.

Section 7.9 Severability. In the event any one or more of the provisions contained in this Mortgage should be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired thereby. Mortgagor and Mortgagee shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

Section 7.10 Entire Agreement. This Mortgage and the other Loan Documents embody the entire agreement and understanding between Mortgagor and Mortgagee relating to the subject matter hereof and thereof and supersede all prior agreements and understandings between such parties relating to the subject matter hereof and thereof. Accordingly, the Loan Documents may not be contradicted by evidence of prior, contemporaneous or subsequent oral agreements of the parties. There are no unwritten oral agreements between the parties.

Section 7.11 Mortgagee as Administrative Agent. (a) The Administrative Agent has been appointed as “collateral agent” pursuant to the Credit Agreement. The actions of the Administrative Agent hereunder are subject to the provisions of the Credit Agreement. The Administrative Agent shall have the right hereunder to make demands, to give notices, to exercise or refrain from exercising any rights, and to take or refrain from taking action (including the release or substitution of the Mortgaged Property), in accordance with this Mortgage and the Credit Agreement. The Administrative Agent may employ agents and attorneys-in-fact in connection herewith and shall not be liable for the negligence or misconduct of any such agents or attorneys-in-fact selected by it in good faith. The Administrative Agent may resign and a successor Administrative Agent may be appointed in the manner provided in the Credit Agreement. Upon the acceptance of any appointment as the Administrative Agent by a successor Administrative Agent, that successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent under this Mortgage, and the retiring Administrative Agent shall thereupon be discharged from its duties and obligations under this Mortgage. After any retiring Administrative Agent’s resignation, the provisions hereof shall inure to its benefit as to any actions taken or omitted to be taken by it under this Mortgage while it was the Administrative Agent.

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(b) The Administrative Agent shall be deemed to have exercised reasonable care in the custody and preservation of the Mortgaged Property in its possession if such Mortgaged Property is accorded treatment substantially equivalent to that which the Administrative Agent, in its individual capacity, accords its own property consisting of similar instruments or interests, it being understood that neither the Administrative Agent nor any of the Secured Parties shall have responsibility for taking any necessary steps to preserve rights against any person with respect to any Mortgaged Property.

(c) The Administrative Agent shall be entitled to rely upon any written notice, statement, certificate, order or other document or any telephone message believed by it to be genuine and correct and to have been signed, sent or made by the proper person, and, with respect to all matters pertaining to this Mortgage and its duties hereunder, upon advice of counsel selected by it.

Section 7.12 Recording Documentation To Assure Security. Mortgagor shall, forthwith after the execution and delivery hereof and thereafter, from time to time, cause this Mortgage and any financing statement, continuation statement or similar instrument relating to any of the Mortgaged Property or to any property intended to be subject to the lien hereof or the security interests created hereby to be filed, registered and recorded in such manner and in such places as may be required by any present or future law and shall take such actions as Mortgagee shall reasonably deem necessary in order to publish notice of and fully to protect the validity and priority of the liens, assignment, and security interests purported to be created upon the Mortgaged Property and the interest and rights of Mortgagee therein. Mortgagor shall pay or cause to be paid all taxes and fees incident to such filing, registration and recording, and all expenses incident to the preparation, execution and acknowledgment thereof, and of any instrument of further assurance, and all Federal or state stamp taxes or other taxes, duties and charges arising out of or in connection with the execution and delivery of such instruments. In the event Mortgagee advances any sums to pay the amounts set forth in the preceding sentence, such advances shall be secured by this Mortgage.

Section 7.13 Further Acts. The Mortgagor shall, at the sole cost and expense of the Mortgagor, do, execute, acknowledge and deliver all and every such further acts, deeds, conveyances, mortgages, assignments, notices of assignment, transfers, financing statements, continuation statements, instruments and assurances as the Mortgagee shall from time to time reasonably request, which may be necessary in the judgment of the Mortgagee from time to time to assure, perfect, convey, assign, mortgage, transfer and confirm unto the Mortgagee, the property and rights hereby conveyed or assigned or which the Mortgagor may be or may hereafter become bound to convey or assign to the Mortgagee or for carrying out the intention or facilitating the performance of the terms hereof or the filing, registering or recording hereof. Without limiting the generality of the foregoing, in the event that the Mortgagee desires to exercise any remedies, consensual rights or attorney-in-fact powers set forth in this Mortgage and determines it necessary to obtain any approvals or consents of any Governmental Authority or any other person therefor, then, upon the reasonable request of the Mortgagee, the Mortgagor agrees to use its commercially reasonable efforts to assist and aid the Mortgagee to obtain as soon as practicable any necessary approvals or consents for the exercise of any such remedies, rights and powers. In the event the Mortgagor shall fail after demand to execute any instrument or take any action required to be executed or taken by the Mortgagor under this Section 7.13, the

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Mortgagee may execute or take the same as the attorney-in-fact for the Mortgagor, such power of attorney being coupled with an interest and is irrevocable.

Section 7.14 Continuing Security Interest; Assignment

This Mortgage shall create a continuing security interest in the Mortgaged Property and shall (i) be binding upon the Mortgagor, its successors and assigns and (ii) inure, together with the rights and remedies of the Administrative Agent hereunder, to the benefit of the Administrative Agent and the other Secured Parties and each of their respective successors, transferees and assigns. No other persons (including any other creditor of any Loan Party) shall have any interest herein or any right or benefit with respect hereto. Without limiting the generality of the foregoing clause (ii), any Secured Party may assign or otherwise transfer any indebtedness held by it secured by this Mortgage to any other person, and such other person shall thereupon become vested with all the benefits in respect thereof granted to such Secured Party, herein or otherwise, subject however, to the provisions of the Credit Agreement and, in the case of a Secured Party that is a party to a Secured Hedge Agreement or a Secured Cash Management Agreement, such Secured Hedge Agreement or Secured Cash Management Agreement, as applicable. The Mortgagor agrees that its obligations hereunder and the security interest created hereunder shall continue to be effective or be reinstated, as applicable, if at any time payment, or any part thereof, of all or any part of the Obligations is rescinded or must otherwise be restored by the Secured Party upon the bankruptcy or reorganization of any Loan Party or otherwise.

Section 7.15 Additions to Mortgaged Property. All right, title and interest of Mortgagor in and to all extensions, amendments, relocations, restakings, improvements, betterments, renewals, substitutes and replacements of, and all additions and appurtenances to, the Mortgaged Property hereafter acquired by or released to Mortgagor or constructed, assembled or placed by Mortgagor upon the Land, and all conversions of the security constituted thereby, immediately upon such acquisition, release, construction, assembling, placement or conversion, as the case may be, and in each such case without any further mortgage, conveyance, assignment or other act by Mortgagor, shall become subject to the Lien and security interest of this Mortgage as fully and completely and with the same effect as though now owned by Mortgagor and specifically described in the grant of the Mortgaged Property above, but at any and all times Mortgagor will execute and deliver to Mortgagee any and all such further assurances, mortgages, conveyances or assignments thereof as Mortgagee may reasonably require for the purpose of expressly and specifically subjecting the same to the Lien and security interest of this Mortgage.

Section 7.16 Relationship. The relationship of Mortgagee to Mortgagor hereunder is strictly and solely that of lender and borrower and mortgagor and mortgagee and nothing contained in the Credit Agreement, this Mortgage or any other document or instrument now existing and delivered in connection therewith or otherwise in connection with the Obligations is intended to create, or shall in any event or under any circumstance be construed as creating a partnership, joint venture, tenancy-in-common, joint tenancy or other relationship

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of any nature whatsoever between Mortgagee and Mortgagor other than as lender and borrower and mortgagor and mortgagee.

Section 7.17 No Claims Against Mortgagee. Nothing contained in this Mortgage shall constitute any consent or request by Mortgagee, express or implied, for the performance of any labor or services or the furnishing of any materials or other property in respect of the Mortgaged Property or any part thereof, nor as giving Mortgagor any right, power or authority to contract for or permit the performance of any labor or services or the furnishing of any materials or other property in such fashion as would permit the making of any claim against Mortgagee in respect thereof or any claim that any lien based on the performance of such labor or services or the furnishing of any such materials or other property is prior to the lien hereof.

Section 7.18 Mortgagee’s Fees and Expenses.

Mortgagor agrees that Mortgagee shall be entitled to reimbursement of its expenses incurred hereunder as provided in Section 10.04 of the Credit Agreement.

Section 7.19 Governing Law; Service of Process; Waiver Of Jury Trial

THIS MORTGAGE SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE IN WHICH THE PREMISES ARE LOCATED, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS, EXCEPT TO THE EXTENT THAT THE VALIDITY OR PERFECTION OF THE SECURITY INTEREST HEREUNDER, OR REMEDIES HEREUNDER, IN RESPECT OF ANY PARTICULAR ITEM OR TYPE OF MORTGAGED PROPERTY ARE GOVERNED BY THE LAWS OF A JURISDICTION OTHER THAN SUCH STATE. MORTGAGOR HERETO IRREVOCABLY CONSENTS TO SERVICE OF PROCESS IN THE MANNER PROVIDED FOR NOTICES IN SECTION 10.02 OF THE CREDIT AGREEMENT. NOTHING IN THIS MORTGAGE WILL AFFECT THE RIGHT OF MORTGAGEE TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY APPLICABLE LAW. MORTGAGOR HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS MORTGAGE OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.

ARTICLE VIII LOCAL LAW PROVISIONS

[TO BE PROVIDED BY LOCAL COUNSEL]

[The remainder of this page has been intentionally left blank]

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IN WITNESS WHEREOF, Mortgagor has on the date set forth in the acknowledgement hereto, effective as of the date first above written, caused this instrument to be duly EXECUTED AND DELIVERED by authority duly given.

MORTGAGOR:
By:
	Name:
	Title:

[Signature page to Mortgage]

[TO BE PROVIDED BY LOCAL COUNSEL]

EXHIBIT A

LEGAL DESCRIPTION

EXHIBIT I-1

OPINION MATTERS - COUNSEL TO LOAN PARTIES¹⁹

New York Contract/Federal/Delaware

Opinions

1. Each Company²⁰ organized in the State²¹ (a) is duly organized and validly existing under the laws of the State and in good standing in the State, (b) has all requisite power and authority to carry on its business as now conducted and to own and lease its property and (c) is qualified and in good standing (to the extent such concept is applicable in the applicable jurisdiction) to do business in every jurisdiction where such qualification is required, except in such jurisdictions where the failure to so qualify or be in good standing, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect.

2. The execution, delivery and performance of each of the Loan Documents and the Related Documents to be entered into by each Loan Party organized in the State and the transactions contemplated thereby (including, in the case of Borrower, the borrowing of Loans and issuance of Letters of Credit) are within such Loan Party’s powers and have been duly authorized by all necessary action on the part of such Loan Party. Each Loan Document and each Related Document has been duly executed and delivered by each Loan Party organized in the State which is a party to it.

3. Each Loan Document²² constitutes the legal, valid and binding obligation of such Loan Party, enforceable against each such Loan Party in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.

4. The Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority of the State of New York or of the United States or under the DGCL²³, except (i) such as have been obtained or made and are in full force and effect and (ii) filings necessary to perfect Liens created by the Loan Documents, (b) will not violate any law, statute, rule or regulation of the State of New

¹⁹  Capitalized terms used and not defined herein are used with the meanings assigned to such terms in the Credit Agreement.

²⁰  To be defined as the Company and its Subsidiaries.

²¹  To be defined as the State of Delaware.

²²  Exclude mortgages that are not governed by New York law.

²³  Add other Delaware statutes (e.g., LLC Act) to the extent applicable.

Exhibit I-1

Opinion Matters - Counsel to Company

York or the United States or the DGCL or any judgment, decree or order of any Governmental Authority of the State of New York or the United States known to us to be applicable to any Company, (c) will not violate or result in a default or require any consent or approval under any agreement or other instrument binding upon any Company or its property, or give rise to a right thereunder to require any payment to be made by any Company, except for violations, defaults or the creation of such rights that could not reasonably be expected to result in a Material Adverse Effect, and (d) will not result in the creation or imposition of any Lien on any property of any Company, except Liens permitted by Section 7.01 of the Credit Agreement.

5. To the knowledge of such counsel, there are no actions, suits or proceedings at law or in equity by or before any Governmental Authority now pending or threatened against or affecting any Company or any business, property or rights of any Company (i) that involve any Loan Document or the Transactions or (ii) as to which there is a reasonably possibility of an adverse determination and that, if adversely determined, could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect.

6. No Company is engaged principally, or as one of its important activities, in the business of extending credit for the purpose of buying or carrying margin stock (within the meaning of Regulation U issued by the FRB). Neither the making of the Loans or the issuance of Letters of Credit under the Credit Agreement, the use of proceeds therefrom or the pledge of the Securities Collateral (as defined in the Security Agreement) pursuant to the Security Agreement will violate or be inconsistent with the provisions of Regulation T, U or X.

7. No Company is an “investment company” or a company “controlled” by an “investment company,” as defined in, or subject to regulation under, the Investment Company Act of 1940, as amended.

8. The Security Agreement is effective to create in favor of the Administrative Agent for the benefit of the Secured Parties, legal, valid and enforceable Liens on and security interests in the Collateral (excluding Mortgaged Property).

9. Upon delivery to the Administrative Agent in the State of New York of the certificates representing the Securities Collateral that are required to be delivered to the Administrative Agent pursuant to the Security Agreement (the “Pledged Securities”) in registered form, indorsed in blank by an effective indorsement or accompanied by undated stock powers with respect thereto duly indorsed in blank by an effective indorsement, the Administrative Agent will have control (within the meaning of the UCC) of the Pledged Securities for the benefit of the Secured Parties under the UCC. Assuming neither the Administrative Agent nor any of the Secured Parties has notice of any adverse claim (within the meaning of the UCC) to the Pledged Securities, the Administrative Agent will acquire the security interest in the Pledged Securities for the benefit of the Secured Parties free of any adverse claim.

10. Upon the execution of the Control Agreement(s) the Administrative Agent shall have control (within the meaning of the UCC) of that portion of the Collateral that is required to be subject to a Control Agreement pursuant to the terms of the Security Agreement.

Exhibit I-1

Opinion Matters - Counsel to Company

11. Upon due filing of the Financing Statements in the [Office of Secretary of State of [Jurisdiction]] and when the Security Agreement or a short form thereof is filed in the United States Patent and Trademark Office and the United States Copyright Office, the Liens created by the Security Agreement shall constitute fully perfected Liens on, and security interests in, all right, title and interest of the grantors thereunder in the Intellectual Property Collateral (as defined in the Security Agreement).

12. The Liens and the security interests created by the Security Agreement on the Collateral (excluding Mortgaged Property) will validly secure the payment of all future advances pursuant to the Credit Agreement, whether or not at the time such advances are made an Event of Default or other event not within the control of the Lenders has relieved or may relieve the Lenders from their obligations to make such advances, and are perfected to the extent set forth in paragraphs 9 through 11 above with respect to such future advances.

13. A federal or state court sitting in New York will honor the parties’ choice of internal laws of the State of New York as the law applicable to the Loan Documents (to the extent set forth in such Loan Documents).

14. The Merger has become effective in accordance with the Merger Agreement and applicable law.

Exhibit I-1

Opinion Matters - Counsel to Company

EXHIBIT I-2

OPINION MATTERS - LOCAL COUNSEL TO LOAN PARTIES

State Corporate Law/UCC Opinions

1. Each Company²⁴ organized in the State (a) is duly organized and validly existing under the laws of the State and in good standing in the State,²⁵ (b) has all requisite power and authority to carry on its business as now conducted and to own and lease its property and (c) is qualified and in good standing (to the extent such concept is applicable in the applicable jurisdiction) to do business in every jurisdiction where such qualification is required, except in such jurisdictions where the failure to so qualify or be in good standing, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect.

2. The execution, delivery and performance of each of the Loan Documents and the Related Documents to be entered into by each Loan Party organized in the State and the transactions contemplated thereby (including, in the case of Borrower, the borrowing of Loans and issuance of Letters of Credit) are within such Loan Party’s powers and have been duly authorized by all necessary action on the part of such Loan Party. Each Loan Document and each Related Document has been duly executed and delivered by each Loan Party organized in the State which is a party to it.

3. The execution, delivery and performance of each of the Loan Documents and each of the Related Documents and consummation of the transactions contemplated thereby (including the borrowing of Loans and issuance of Letters of Credit on the Closing Date) (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority of the State, except (i) such as have been obtained or made and are in full force and effect and (ii) filings necessary to perfect Liens created by the Loan Documents, (b) will not violate the Organization Documents of any Company organized in the State and (c) will not violate any law, statute, rule or regulation of the State or any judgment, decree or order of any Governmental Authority of the State known to us to be applicable to any Company.

4. The Financing Statements²⁶ are in proper form for filing in the [Office of Secretary of State of the State], and upon the filing in such office, the security interest created by the Security Agreement on the Pledged Collateral (as such term is defined in the Security Agreement) in favor of the Administrative Agent for the benefit of the Secured Parties will be duly perfected to the extent that the filing of a financing statement under the provisions of the UCC is effective to perfect a security interest in such Pledged Collateral.

²⁴  To be defined as the Company and its Subsidiaries.

²⁵  State in which counsel is admitted.

²⁶  To be defined by Company Counsel.

Exhibit I-2

Opinion Matters - Local Counsel to Loan Parties

5. No taxes or other charges, including, without limitation, intangible or documentary stamp taxes, recording taxes, transfer taxes or similar charges, are payable to the State or to any jurisdiction therein on account of the execution and delivery of the Loan Documents or the creation of the indebtedness evidenced or secured by any of the Loan Documents or the recording or filing of the Financing Statements, except for nominal filing or recording fees.

Exhibit I-2

Opinion Matters - Local Counsel to Loan Parties

EXHIBIT J

FORM OF SOLVENCY CERTIFICATE

This Solvency Certificate (this “Certificate”) is delivered pursuant to Section 4.01(a)(xiii) of the Credit Agreement, dated as of [     ], 2010 (as amended, supplemented, restated, replaced or otherwise modified from time to time, the “Credit Agreement”), among Gentiva Health Services, Inc., a Delaware corporation (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. Capitalized terms used herein without definition have the same meanings as in the Credit Agreement.

I hereby certify on behalf of the Loan Parties as follows:

1. I am the duly qualified and acting chief financial officer of the Borrower and in such capacity am a senior financial officer with responsibility for the management of the financial affairs of the Borrower and the preparation of consolidated financial statements of the Borrower and its Subsidiaries. I acted on behalf of the Borrower in connection with the negotiation and execution of the Credit Agreement, the other Loan Documents and each other document relating to the Transactions. In connection with the following certifications, I have reviewed the financial statements of the Borrower and its Subsidiaries.

2. I have carefully reviewed the contents of this Certificate, and I have conferred with counsel for the Borrower for the purpose of discussing the meaning of its contents and the purpose for which it is to be used. I have made such investigations and inquiries as I have deemed to be reasonably necessary and prudent, and have reviewed the Credit Agreement, the other Loan Documents and each other document relating to the Transaction. I am providing this certificate solely in my capacity as an officer of the Borrower and not individually.

3. The fair value of the assets of the Company (as used herein “Company” means the Borrower and its Subsidiaries on a consolidated basis) is not as of the date hereof, nor will it be after giving effect to the Transaction, less than the total amount of liabilities, including contingent liabilities, of the Company (it being understood that the amount of contingent liabilities at any time shall be computed as the amount that, in light of all the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability).

4. On the date hereof, before and after giving effect to the Transactions, the present fair salable value of the assets of the Company is greater as of the date hereof than the total amount of liabilities, including contingent liabilities, of the Company (it being understood that the amount of contingent liabilities at any time shall be computed as the amount that, in light of all the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability).

5. The Company is not incurring, and does not intend to incur, debts or liabilities beyond the Company’s ability to pay such debts and liabilities as they mature.

Exhibit J

Form of Solvency Certificate

6. The Company is not, and after giving effect to the Transactions will not be, left with property remaining in its hands constituting “unreasonably small capital.” I understand that “unreasonably small capital” depends upon the nature of the particular business or businesses conducted or to be conducted, and I have reached my conclusion based on the needs and anticipated needs for capital of the businesses conducted or anticipated to be conducted by the Company in light of the projected financial statements and available credit capacity.

[Signature Page Follows]

Exhibit J

Form of Solvency Certificate

IN WITNESS WHEREOF, I have hereunto set my hand on the date first above written.

GENTIVA HEALTH SERVICES, INC.
By:
	Name:
	Title:

Exhibit J

Form of Solvency Certificate

EXHIBIT K

FORM OF HIPAA BUSINESS ASSOCIATE AGREEMENT

This HIPAA Business Associate Agreement (“Business Associate Agreement”), dated as of the             day of             , 20            , is by and between each of the entities listed on Schedule A, (individually and collectively, “Covered Entity”), and Bank of America, N.A. and each of the lenders listed on Schedule B (individually and collectively, “Business Associate”), and is an addendum to the Credit Agreement (including all exhibits thereto), entered into as of [            ], 2010, among Gentiva Health Services, Inc., a Delaware corporation (“Borrower”), each lender from time to time party thereto (collectively, the “Lenders” and, individually, a “Lender”), and Bank of America, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Underlying Agreement”).

INTRODUCTION

Business Associate provides certain financial services for Covered Entity in accordance with the Underlying Agreement (the “Services”) and the parties acknowledge that the origination, underwriting, and/or performance of the Underlying Agreement may involve the disclosure of Protected Health Information or “PHI” to Business Associate and Business Associate’s use and creation of PHI.

Pursuant to the Health Insurance Portability and Accountability Act of 1996 and its implementing administrative simplification regulations, 45 C.F.R. parts 160-164 (“HIPAA”), and the HITECH Act provisions of the American Recovery and Reinvestment Act of 2009 (“HITECH Act”), Covered Entity is required to enter into a Business Associate Contract with each person who will provide services to Covered Entity and to whom Covered Entity will disclose PHI, or who will receive PHI on behalf of the Covered Entity, or who will create PHI on behalf of Covered Entity, in the course of providing those services.

This Business Associate Agreement is intended by Covered Entity and Business Associate to serve as a Business Associate Contract as required by HIPAA privacy provisions codified at 45 C.F.R. parts 160 and 164 (the “Privacy Rule”) and security provisions in parts 160 and 164 (the “Security Rule”).

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the sufficiency of which is hereby acknowledged, Covered Entity and Business Associate agree as follows.

I. DEFINITIONS

All capitalized and other terms used in this Business Associate Agreement and not otherwise defined herein shall have the meaning ascribed in 45 C.F.R. §§ 160 – 164 and the HITECH Act. All references to sections in the Code of Federal Regulations and to the HITECH ACT refer to such sections as they may be amended, supplemented, or replaced from time to

Exhibit K

Form of HIPAA Business Associate Agreement

time. References to PHI refer only to Protected Health Information received from or on behalf of Covered Entity or created by Business Associate for Covered Entity.

II. EFFECT OF BUSINESS ASSOCIATE AGREEMENT

This Business Associate Agreement is incorporated into and made part of the Underlying Agreement. To the extent that any provisions of this Business Associate Agreement conflict with provisions contained in the Underlying Agreement, the provisions of this Business Associate Agreement shall control, unless the Underlying Agreement is more protective of PHI, in which case the relevant provisions of the Underlying Agreement shall control. The parties agree that any ambiguity in this Business Associate Agreement shall be resolved in favor of a meaning that permits Covered Entity and Business Associate to comply with HIPAA and the HITECH Act.

III. BUSINESS ASSOCIATE OBLIGATIONS

A. (a) Permitted Uses and Disclosures. Except as otherwise limited in this Business Associate Agreement or the Underlying Agreement, Business Associate may use or disclose PHI as follows:

1. (i) Business Associate may use and disclose PHI to perform its obligations and enforce its rights under the Underlying Agreement; provided that such use or disclosure would not violate HIPAA if made by Covered Entity.

2. (ii) Business Associate may use and disclose PHI for the proper management and administration of Business Associate and to carry out the legal responsibilities of Business Associate; provided that Business Associate shall obtain written agreement from any third party to which PHI is disclosed agreeing to comply with the provisions of this Business Associate Agreement as if the third party were Business Associate.

3. (iii) Business Associate may disclose PHI as Required By law. Business Associate shall notify Covered Entity of any such disclosure.

4. (iv) Business Associate may disclose PHI for Public Health Activities, for Health Oversight Activities, for Administrative or Judicial Proceedings, in response to a Subpoena, a Civil Investigative Demand, or other Judicial or Administrative Requirement, as long as such disclosure is in accordance with the requirements in HIPAA and the HITECH Act. To the extent permitted by law, Business Associate shall promptly notify Covered Entity of any request for such disclosure in order that Covered Entity may request a protective order with regard to such PHI.

5. (v) Business Associate may use PHI to provide Data Aggregation services to Covered Entity as permitted by HIPAA.

Exhibit K

Form of HIPAA Business Associate Agreement

6. (vi) Business Associate may use and disclose PHI to report violations of law, if permitted by the Privacy Rule.

7. (vii) Business Associate may not make any other use or disclosure of PHI without the written consent of Covered Entity. Without limiting the generality of the foregoing, Business Associate shall not (A) except in accordance with Business Associate’s rights and obligations under the Underlying Agreement and as permitted by HIPAA and the HITECH Act, sell any PHI, whether in tangible form or in electronic form, of an Individual who receives services pursuant to the Underlying Agreement, or (B) communicate with any Individual who receives services pursuant to the Underlying Agreement to market a product or service, or (C) use or disclose PHI for fundraising activities.

B. (b) Compliance with HIPAA and HITECH Act. Business Associate shall comply with all requirements of HIPAA and the HITECH ACT applicable to Business Associate, and any regulations promulgated thereto.

C. (c) Appropriate Safeguards.

1. (i) Business Associate shall implement appropriate and commercially reasonable safeguards to prevent use or disclosure of PHI other than as permitted by this Business Associate Agreement.

2. (ii) All PHI discarded by Business Associate, whether in paper or electronic form, shall be destroyed in accordance with Department of Health and Human Services standards that render the PHI unusable, unreadable, and undecipherable to unauthorized persons.

D. (d) Government Access to Records. Business Associate shall make its internal practices, books, and records relating to the use and disclosure of PHI received from, or created or received by Business Associate on behalf of, Covered Entity available to the Secretary of Health and Human Services (the “Secretary”) for purposes of determining Covered Entity’s and Business Associate’s compliance with HIPAA. Business Associate shall notify Covered Entity in writing of any such audit by the Secretary.

E. (e) Minimum Necessary Standard. To the extent practicable, Business Associate shall only request, use or disclose a Limited Data Set. If Business Associate determines that use of a Limited Data Set is not practicable, then Business Associate shall request, use or disclose only that PHI that is the minimum necessary to achieve the purpose of the request, use or disclosure. To the extent practicable, Business Associate shall comply with the minimum necessary standard in accordance with HIPAA and the HITECH Act.

F. (f) Reporting of Improper Use or Disclosure.

Exhibit K

Form of HIPAA Business Associate Agreement

1. (i) Within 10 business days of becoming aware, Business Associate shall notify Covered Entity in writing of any use or disclosure of PHI of which it becomes aware that is not in compliance with the terms of this Business Associate Agreement.

2. (ii) Business Associate shall promptly, but in any event no later than 10 business days of discovery, notify Covered Entity in writing of any Breach of PHI.

3. (iii) The notice required by subsections (i) and (ii) above shall include: (A) the name and address of each Individual whose Unsecured PHI has been, or is reasonably believed by Business Associate to have been, accessed, acquired or disclosed, (B) a brief description of what happened, including the date of the improper use or disclosure if known and date of discovery, (C) a description of the types of Unsecured PHI that were involved, (D) the number of Individuals in each state whose Unsecured PHI has been, (E) any steps Individuals should take to protect themselves from potential harm, (F) a description of what the Business Associate is doing to investigate the Breach to mitigate potential harm to Individuals and to protect against further Breaches, and (G) contact information for who the Covered Entity could contact for more information.

G. (g) Mitigation. Business Associate shall mitigate, to the extent practicable, any harmful effect that is known to Business Associate of a use or disclosure of PHI by Business Associate in violation of the requirements of this Business Associate Agreement.

H. (h) Access. To the extent that Business Associate maintains PHI in a Designated Record Set and as required by 45 C.F.R. § 164.524, Business Associate shall, within 10 business days after a written request from Covered Entity and during normal business hours, provide Covered Entity access to such PHI in order to meet the requirements under 45 C.F.R. § 164.524 and the HITECH Act. If Business Associate receives a request for access directly from an Individual, Business Associate shall forward such request to Covered Entity within 5 business days.

I. (i) Accounting. Business Associate shall document disclosures of PHI and information related to such disclosures as would be required for Covered Entity to respond to a request by an Individual for an accounting of uses and disclosures of PHI in accordance with 45 C.F.R. §164.528 and the HITECH Act. Business Associate need only document disclosures for which an accounting to an Individual is required under HIPAA and the HITECH Act. Within 10 business days after Covered Entity’s written request, Business Associate shall provide to Covered Entity a written accounting of such disclosures of PHI of the Individual to permit Covered Entity to respond to a request by an Individual for an accounting of disclosures of PHI in accordance with 45 C.F.R. § 164.528 and the HITECH Act. If Business Associate receives

Exhibit K

Form of HIPAA Business Associate Agreement

a request for an accounting directly from an Individual, Business Associate shall forward such request to Covered Entity within 5 business days.

J. (j) Amendment. At the direction of Covered Entity, Business Associate shall make amendments to PHI maintained in a Designated Record Set in accordance with the requirements of 45 C.F.R. § 164.526. If Business Associate receives a request for an amendment directly from an Individual, Business Associate shall forward such request to Covered Entity within 5 business days.

K. (k) Compliance Plan. Prior to receiving or obtaining access to any PHI, Business Associate shall implement policies and procedures and a HIPAA compliance plan, including without limitation, training of its Workforce to comply with its obligations under the Privacy Rule, Security Rule, and the HITECH Act.

IV. ADDITIONAL OBLIGATIONS OF BUSINESS ASSOCIATE REGARDING ELECTRONIC PROTECTED HEALTH INFORMATION AND ELECTRONIC HEALTH RECORDS

Business Associate shall take steps to safeguard the electronic protected health information that it receives from Covered Entity, including, without limitation:

A. (a) implementing administrative, physical, and technical safeguards that reasonably and appropriately protect the confidentiality, integrity, and availability of the electronic protected health information in accordance with the Security Rule;

B. (b) obtaining from its agents (including subcontractors) to whom it provides electronic protected health information (if such disclosure is permitted hereunder), written agreement to implement reasonable and appropriate safeguards to protect such information; and

C. (c) reporting to Covered Entity in writing any Security Incident of which it becomes aware, making such report, to the extent practicable, within 10 business days of becoming aware of the Security Incident.

V. COVERED ENTITY’S OBLIGATIONS

A. (a) Changes in Access by Individual. Covered Entity shall provide Business Associate with any changes in, or revocation of, and permission by, an Individual to use or disclose PHI, if they may affect Business Associate’s permitted or required uses and disclosures of PHI.

B. (b) Restrictions on Use and Disclosure of PHI. Covered Entity shall notify Business Associate of any restriction to the use of disclosure of PHI that Covered Entity has agreed to in accordance with 45 C.F.R. §164.522 or

Exhibit K

Form of HIPAA Business Associate Agreement

otherwise, to the extent that such restriction may affect Business Associate’s use or disclosure of PHI.

VI. TERMINATION

A. (a) Term. The Term of this Business Associate Agreement shall begin the date first written above and shall terminate on the later to occur of: (i) thirty days after termination of the Underlying Agreement, or (ii) when all PHI is returned to Covered Entity or destroyed.

B. (b) Termination for Cause.

1. (i) Covered Entity may terminate this Business Associate Agreement and the Underlying Agreement upon written notice to Business Associate in the event that Business Associate materially breaches any provision of this Business Associate Agreement. Covered Entity shall grant Business Associate a 30-day period in which to cure the breach or end the violation. If Business Associate fails to cure or take substantial steps to cure such material breach or end the violation within thirty (30) days after receipt of written notice from Covered Entity, Covered Entity may terminate this Business Associate Agreement and the Underlying Agreement upon written notice to Business Associate or report the breach to the Secretary.

2. (ii) In the event that Covered Entity terminates this Business Associate Agreement for any reason, Business Associate shall have the right to terminate the Underlying Agreement in its entirety. In the event that the Underlying Agreement is terminated by either party for any reason, Covered Entity shall pay all obligations due under the Underlying Agreement and fulfill all other termination obligations thereunder.

3. (iii) If Business Associate becomes aware of a material breach of this Business Associate Agreement by the Covered Entity, Business Associate shall notify Covered Entity and provide Covered Entity a 30-day period to take reasonable steps to cure the breach or end the violation in a manner reasonably determined by Covered Entity. If Business Associate determines that the steps were unsuccessful, Business Associate may report the problem to the Secretary. Covered Entity and Business Associate acknowledge and agree that termination of the Underlying Agreement is not a feasible response to a material breach or violation of this Business Associate Agreement.

C. (c) Return or Destruction of PHI.

1. (i) Upon termination of this Business Associate Agreement or the Underlying Agreement for any reason, Business Associate will return or destroy (as agreed to in writing by Covered Entity) all PHI within thirty (30) days of the date of termination. Business Associate will not retain

Exhibit K

Form of HIPAA Business Associate Agreement

any records or copies of any such records except as provided in Section 5(c)(ii) below.

2. (ii) In the event that Business Associate determines that return or destruction of PHI is not feasible, Business Associate shall provide Covered Entity with written notice of the conditions that make return or destruction not feasible. If return or destruction of PHI is not feasible Business Associate shall retain the PHI and may only use the retained PHI for the purposes that made return or destruction not feasible. Covered Entity and Business Associate agree that Business Associate’s need to retain records until the expiration of the statute of limitations for liability and Business Associate’s need to retain its financial and business records, render Business Associate’s return or destruction of PHI not feasible until the termination of such obligations, statutes of limitations, and needs.

3. (iii) To the extent the return or destruction of such PHI is not feasible, Business Associate shall remain bound by the provisions of this Business Associate Agreement even after termination of the Underlying Agreement, until such time as all Covered Entity’s PHI has been returned or is destroyed.

VII. INJUNCTIVE RELIEF

Notwithstanding any other provision in the Underlying Agreement or in this Business Associate Agreement, Covered Entity retains all rights to seek injunctive relief to prevent or stop a threatened or actual unauthorized use or disclosure of PHI by Business Associate or any third party to which Business Associate has disclosed PHI, without the necessity of proving actual damages or the occurrence of an unauthorized use or disclosure.

VIII. MISCELLANEOUS

A. (a) Amendment to Comply with Law. The parties acknowledge that it may be necessary to amend this Business Associate Agreement to comply with modifications to HIPAA, including but not limited to statutory or regulatory modifications or interpretations by a regulatory agency or court of competent jurisdiction. No later than 60 days after the effective date of any such modifications, the parties shall use good faith efforts to develop and execute any amendments to this Business Associate Agreement as may be required for compliance with HIPAA and the HITECH Act. In the event that the parties cannot agree on an amendment to comply with law, Covered Entity shall have the right to terminate this Business Associate Agreement and either party shall have the right to terminate the Underlying Agreement.

B. (b) Amendment. This Business Associate Agreement may be amended or modified only in a writing signed by the parties.

Exhibit K

Form of HIPAA Business Associate Agreement

C. (c) No Third-Party Beneficiaries. Nothing expressed or implied in this Business Associate Agreement is intended to confer, nor shall anything herein confer, upon any person other than Covered Entity, Business Associate and their respective successors or assigns, any rights, remedies, obligations or liabilities whatsoever.

D. (d) Governing Law. This Business Associate Agreement shall be governed by and construed in accordance with HIPAA and the laws of the State of New York without regard to conflicts of laws principles.

E. (e) Headings. The headings in this Business Associate Agreement are for convenience only and shall not be used to interpret its meaning.

F. (f) Notice. Any notice required or permitted by this Business Associate Agreement shall be made in accordance with the notice provisions in the Underlying Agreement.

G. (g) Assignment. This Business Associate Agreement may not be assigned by either party.

H. (h) Entire Binding Agreement; No Waiver; Counterparts; Facsimile Signature. This Business Associate Agreement and the Underlying Agreement constitute the entire agreement between the parties with respect to the subject matter hereof. This Business Associate Agreement shall inure to the benefit of and shall be binding upon the parties hereto, their successors, and permitted assigns. No waiver of any obligation under this Business Associate Agreement shall be effective unless set forth in writing and signed by the party against whom the wavier is to be effective. No failure or delay by any party in exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege. This Business Associate Agreement may be executed in counterparts, each of which shall be deemed to be an original, and which together shall constitute one and the same instrument. Signature by facsimile shall be a valid signature.

I. (i) Limitation of Liability. NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR ANY INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES OF ANY KIND OR NATURE RELATING TO OR ARISING FROM THE PERFORMANCE OR BREACH OF OBLIGATIONS SET FORTH IN THIS BUSINESS ASSOCIATE AGREEMENT, WHETHER SUCH LIABILITY IS ASSERTED ON THE BASIS OF CONTRACT, TORT (INCLUDING NEGLIGENCE OR STRICT LIABILITY), OR OTHERWISE, EVEN IF THE OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES.

J. (j) References. All references to statutes and regulations shall mean the section in effect as of the date hereof or as amended at a later date.

Exhibit K

Form of HIPAA Business Associate Agreement

K. (k) Interpretation. No provision of this Business Associate Agreement shall be interpreted or construed against any party because that party or its legal representative drafted that provision. The titles of the sections of this Business Associate Agreement are for convenience of reference only and are not to be considered in construing this Business Associate Agreement. Any pronoun used in this Business Associate Agreement shall be deemed to include singular and plural and masculine, feminine and neuter gender, as the case may be. The words “herein,” “hereof,” and “hereunder” shall be deemed to refer to this entire Business Associate Agreement, except as the context otherwise requires. The word “including” shall mean “including without limitation” and “including but not limited to” and similar meanings.

L. (l) Survival. The provisions of Sections 1, 2, 3(a)(ii)-(iv), (vi)-(vii), 3(c)-(k), 4, 5, 6(b)(ii) & (c), and 7-8 shall survive termination of this Business Associate Agreement as long as Business Associate retains PHI.

[signatures appear on the following page]

Exhibit K

Form of HIPAA Business Associate Agreement

IN WITNESS WHEREOF, the parties have executed this Business Associate Agreement as of the day and year first written above.

COVERED ENTITIES:
GENTIVA HEALTH SERVICES, INC.
By:
	Name:
	Title:

[Add additional signature lines for all Gentiva entities that are covered entities]

Exhibit K

Form of HIPAA Business Associate Agreement

BUSINESS ASSOCIATES:
BANK OF AMERICA, N.A.,
By
	Name:
	Title:

Exhibit K

Form of HIPAA Business Associate Agreement

SCHEDULE A

Covered Entities

Exhibit K

Form of HIPAA Business Associate Agreement

SCHEDULE B

Business Associates

Exhibit K

Form of HIPAA Business Associate Agreement

EX-10.3

EXHIBIT 10.3

GUARANTY

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).

Reference is made to that certain Credit Agreement, dated as of August 17, 2010 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), by and among Gentiva Health Services, Inc. a Delaware corporation (the “Borrower”), each lender from time to time party thereto (collectively, the “Lenders” and individually, a “Lender”) and Bank of America, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer. Capitalized terms used and not defined herein (including, without limitation, the term “Obligations,” as used in Section 1 and elsewhere herein) are used with the meanings assigned to such terms in the Credit Agreement.

The Lenders have agreed to make Loans to the Borrower, and the L/C Issuer has agreed to issue Letters of Credit for the account of the Borrower or its Subsidiaries, in each case pursuant to, and upon the terms and subject to the conditions specified in, the Credit Agreement. Each Guarantor is a Subsidiary of the Borrower and acknowledges that it has derived and will derive substantial benefit from the making of the Loans by the Lenders to the Borrower and the issuance of the Letters of Credit by the L/C Issuer for the account of the Borrower or its Subsidiaries. As consideration therefor and in order to induce the Lenders to make Loans and the L/C Issuer to issue Letters of Credit, each Guarantor is willing to execute this Guaranty.

Accordingly, the parties hereto agree as follows:

SECTION 1. Guaranty. Each Guarantor hereby absolutely and unconditionally, jointly and severally, guarantees, as a guaranty of payment and performance and not merely as a guaranty of collection, prompt payment when due, whether at stated maturity, by required prepayment, upon acceleration, demand or otherwise, and at all times thereafter, of any and all of the Obligations, whether for principal, interest, premiums, fees, indemnities, damages, costs, expenses or otherwise, of the Borrower to the Secured Parties, and whether arising hereunder or under any other Loan Document, any Secured Cash Management Agreement or any Secured Hedge Agreement (including all renewals, extensions, amendments and other modifications thereof and all reasonable and documented costs, attorneys’ fees and expenses of one outside counsel, one local counsel in each relevant jurisdiction and one regulatory counsel incurred by the Secured Parties in connection with the collection or enforcement thereof). The Administrative Agent’s books and records showing the amount of the Obligations shall be admissible in evidence in any action or proceeding, and shall be binding upon each Guarantor, and conclusive (absent manifest error) for the purpose of establishing the amount of the Obligations. This Guaranty shall not be affected by the genuineness, validity, regularity or enforceability of the Obligations

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or any instrument or agreement evidencing any Obligations, or by the existence, validity, enforceability, perfection, non-perfection or extent of any collateral therefor, or by any fact or circumstance relating to the Obligations which might otherwise constitute a defense to the obligations of the Guarantors under this Guaranty, and each Guarantor hereby irrevocably waives any defenses (other than the defense of payment and the benefit of any statute of limitations) it may now have or hereafter acquire in any way relating to any or all of the foregoing. It is agreed that the occurrence of any one or more of the following shall not alter or impair the liability of the Guarantors hereunder which shall remain absolute and unconditional under any and all circumstances as described above:

(a) at any time or from time to time, without notice to the Guarantors, the time for any performance of or compliance with any of the Obligations shall be extended, or such performance or compliance shall be waived;

(b) any of the acts mentioned in any of the provisions of the Loan Documents, if any, or any other agreement or instrument referred to herein or therein shall be done or omitted;

(c) the maturity of any of the Obligations shall be accelerated, or any of the Obligations shall be amended in any respect, or any right under the Loan Documents or any other agreement or instrument referred to herein or therein shall be amended or waived in any respect or any other guarantee of any of the Obligations or any security therefor shall be released or exchanged in whole or in part or otherwise dealt with;

(d) any Lien or security interest granted to, or in favor of, the L/C Issuer or any Lender or the Administrative Agent as security for any of the Obligations shall fail to be perfected; or

(e) the release of any other Guarantor.

This Guaranty shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to any right of offset with respect to the Obligations at any time or from time to time held by Secured Parties, and the obligations and liabilities of the Guarantors hereunder shall not be conditioned or contingent upon the pursuit by the Secured Parties or any other person at any time of any right or remedy against the Borrower or against any other person which may be or become liable in respect of all or any part of the Obligations or against any collateral security or guarantee therefor or right of offset with respect thereto. This Guaranty shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Guarantors and the successors and permitted assigns thereof, and shall inure to the benefit of the Secured Parties, and their respective successors and permitted assigns, notwithstanding that from time to time during the term of this Guaranty there may be no Obligations (other than unmatured contingent indemnification obligations) outstanding.

SECTION 2. Remedies. The Guarantors, jointly and severally, agree that, as between the Guarantors and the Lenders, the Obligations, if any, may be declared to be forthwith due and payable (and shall be deemed to have become automatically due and payable in the circumstances provided in Section 8.01 of the Credit Agreement) for purposes of Section 1, not-withstanding

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any stay, injunction or other prohibition preventing such declaration (or such obligations from becoming automatically due and payable) as against the Borrower and that, in the event of such declaration (or such obligations being deemed to have become automatically due and payable), such obligations (whether or not due and payable by the Borrower) shall forthwith become due and payable by the Guarantors for purposes of Section 1.

SECTION 3. Instrument for the Payment of Money. Each Guarantor hereby acknowledges that this Guaranty constitutes an instrument for the payment of money, and consents and agrees that any Lender or the Administrative Agent, at its sole option, in the event of a dispute by such Guarantor in the payment of any moneys due hereunder, shall have the right to bring a motion-action under New York CPLR Section 3213.

SECTION 4. Rights of Lenders. Each Guarantor consents and agrees that the Secured Parties may, at any time and from time to time, without notice or demand, and without affecting the enforceability or continuing effectiveness hereof: (a) amend, extend, renew, compromise, discharge, accelerate or otherwise change the time for payment or the terms of the Obligations or any part thereof; (b) take, hold, exchange, enforce, waive, release, fail to perfect, sell, or otherwise dispose of any security for the payment of this Guaranty or any Obligations; (c) apply such security and direct the order or manner of sale thereof as the Administrative Agent, the L/C Issuer and the Lenders in their sole discretion may determine; and (d) release or substitute one or more of any endorsers or other guarantors of any of the Obligations. Without limiting the generality of the foregoing, each Guarantor consents to the taking of, or failure to take, any action which might in any manner or to any extent vary the risks of the Guarantors under this Guaranty or which, but for this provision, might operate as a discharge of the Guarantors.

SECTION 5. Waiver. To the fullest extent permitted by applicable law, each Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Obligations. Each Guarantor waives any and all notice of the creation, renewal, extension, waiver, termination or accrual of any of the Obligations and notice of or proof of reliance by any Secured Party upon this Guaranty or acceptance of this Guaranty, and the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred in reliance upon this Guaranty, and all dealings between the Borrower and the Secured Parties shall likewise be conclusively presumed to have been had or consummated in reliance upon this Guaranty. To the fullest extent permitted by applicable law, the Guaranty of each Guarantor hereunder shall not be affected by (a) the failure of any Loan Party to assert any claim or demand or to enforce or exercise any right or remedy against the Borrower or any Guarantor under the provisions of the Credit Agreement, any other Loan Document or otherwise; (b) any extension, renewal or increase of or in any of the Obligations; (c) any rescission, waiver, amendment or modification of, or any release from, any of the terms or provisions of this Guaranty, the Credit Agreement, any other Loan Document, any guarantee or any other agreement or instrument, including with respect to any Guarantor under the Loan Documents; (d) the release of (or the failure to perfect a security interest in) any of the security held by or on behalf of the Administrative Agent or any other Secured Party; or (e) the failure or delay of any Secured Party to exercise any right or remedy against the Borrower or any Guarantor of the Obligations. Each

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Guarantor waives (a) any defense arising by reason of any disability or other defense of the Borrower or any other guarantor, or the cessation from any cause whatsoever (including any act or omission of any Secured Party) of the liability of the Borrower; (b) any defense based on any claim that such Guarantor’s obligations exceed or are more burdensome than those of the Borrower; (c) any right to proceed against the Borrower, proceed against or exhaust any security for the Obligations, or pursue any other remedy in the power of any Secured Party whatsoever; (d) any benefit of and any right to participate in any security now or hereafter held by any Secured Party; and (e) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by applicable law limiting the liability of or exonerating guarantors or sureties.

SECTION 6. Security. Each Guarantor authorizes the Administrative Agent to (a) take and hold security for the payment of this Guaranty and the Obligations and exchange, enforce, waive and release any such security pursuant to the terms of any other Loan Documents; (b) apply such security and direct the order or manner of sale thereof as it in its sole discretion may determine subject to the terms of any other Loan Documents; and (c) release or substitute any one or more endorsees, other Guarantors or other obligors pursuant to the terms of any other Loan Documents. In no event shall this Section 6 require any Guarantor to grant security, except as required by the terms of the Loan Documents.

SECTION 7. Guaranty of Payment. Each Guarantor further agrees that its guarantee constitutes a guarantee of payment when due and not of collection, and, to the fullest extent permitted by applicable law, waives any right to require that any resort be had by the Administrative Agent or any other Secured Party to any of the security held for payment of the Obligations or to any balance of any deposit account or credit on the books of the Administrative Agent or any other Secured Party in favor of the Borrower or any other person. This Guaranty is a continuing guarantee of payment, and shall apply to all Obligations whenever arising.

SECTION 8. No Discharge or Diminishment of Guaranty. To the fullest extent permitted by applicable law and except as otherwise expressly provided in this Guaranty, the Obligations of each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason (other than (a) the payment in full in cash of the principal of and interest accrued on the Obligations (other than the aggregate Outstanding Amount of all L/C Obligations), (b) the payment in full in cash of all fees, expenses and other amounts due and payable which constituted Obligations (other than the aggregate Outstanding Amount of all L/C Obligations), (c) the Commitments having expired or irrevocably been terminated and (d) the aggregate Outstanding Amount of all L/C Obligations having been Cash Collateralized (clauses (a) through (d) collectively, “Full Satisfaction of the Obligations”)), including any claim of waiver, release, surrender, alteration or compromise of any of the Obligations (other than contingent liabilities that are not yet due and payable), and shall not be subject to any defense (other than a defense of payment and the benefit of any statute of limitations) or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of the Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Guarantor hereunder shall, to the fullest extent permitted by applicable law, not be discharged or impaired or otherwise affected by the failure of the Administrative Agent or any other Secured Party to assert any claim or demand or to enforce any remedy under the Credit Agreement, any other Loan Document, any guarantee or any other agreement or instrument, by any

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amendment, waiver or modification of any provision of the Credit Agreement or any other Loan Document or other agreement or instrument, by any default, failure or delay, willful or otherwise, in the performance of the Obligations, or by any other act, omission or delay to do any other act that may or might in any manner or to any extent vary the risk of any Guarantor or that would otherwise operate as a discharge of any Guarantor as a matter of law or equity (other than the Full Satisfaction of the Obligations) or which would impair or eliminate any right of any Guarantor to subrogation.

SECTION 9. Defenses Waived. To the fullest extent permitted by applicable law, each Guarantor waives any defense based on or arising out of the unenforceability of the Obligations or any part thereof from any cause or the cessation from any cause of the liability (other than Full Satisfaction of the Obligations) of the Borrower or any other person. Subject to the terms of the other Loan Documents, the Administrative Agent and the other Secured Parties may, at their election, foreclose on any security held by one or more of them by one or more judicial or nonjudicial sales, accept an assignment of any such security in lieu of foreclosure, compromise or adjust any part of the Obligations, make any other accommodation with the Borrower or any other Guarantor or exercise any other right or remedy available to them against the Borrower or any other Guarantor, without affecting or impairing in any way the liability of each Guarantor hereunder except to the extent of the Full Satisfaction of the Obligations. Pursuant to and to the fullest extent permitted by applicable law, each Guarantor waives any defense arising out of any such election even though such election operates, pursuant to applicable law, to impair or to extinguish any right of reimbursement or subrogation or other right or remedy of each Guarantor against the Borrower or any other Guarantor or any security.

SECTION 10. Agreement to Pay; Subrogation; Subordination. In furtherance of the foregoing and not in limitation of any other right that the Administrative Agent or any other Secured Party has at law or in equity against each Guarantor by virtue hereof, upon the failure of the Borrower or any other Loan Party to pay any Obligation when and as the same shall become due, whether at maturity, by acceleration, after notice of prepayment or otherwise, each Guarantor hereby promises to and will forthwith pay, or cause to be paid, to the Administrative Agent or such other Secured Party as designated thereby in cash an amount equal to the unpaid principal amount of such Obligations then due, together with accrued and unpaid interest and fees on such Obligations. The Guarantors shall not exercise any right of subrogation, contribution, indemnity, reimbursement or similar rights with respect to any payments it makes under this Guaranty until the Full Satisfaction of the Obligations. If any amounts are paid to the Guarantors in violation of the foregoing limitation, then such amounts shall be held in trust for the benefit of the Secured Parties and shall forthwith be paid to the Secured Parties to reduce the amount of the Obligations, whether matured or unmatured. In addition, each Guarantor hereby subordinates the payment of all obligations and indebtedness of the Borrower owing to such Guarantor, whether now existing or hereafter arising, including but not limited to any obligation of the Borrower to any Guarantor as subrogee of the Secured Parties or resulting from such Guarantor’s performance under this Guaranty, to the Full Satisfaction of the Obligations. If the Secured Parties so request, any such obligation or indebtedness of the Borrower to the Guarantors shall be enforced and performance received by the Guarantors as trustee for the Secured Parties and the proceeds thereof shall be paid over to the Secured Parties on account of the Obligations, but without reducing or affecting in any manner the liability of the Guarantors under this Guaranty.

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SECTION 11. Obligations Independent. The obligations of each Guarantor hereunder are those of primary obligor, and not merely as surety, and are independent of the Obligations and the obligations of any other guarantor, and a separate action may be brought against each Guarantor to enforce this Guaranty whether or not the Borrower or any other person or entity is joined as a party.

SECTION 12. Stay of Acceleration. If acceleration of the time for payment of any of the Obligations is stayed, in connection with any case commenced by or against the Borrower under any Debtor Relief Laws, or otherwise, all such amounts shall nonetheless be payable by the Guarantors immediately upon demand by the Secured Parties.

SECTION 13. Condition of Borrower. Each Guarantor hereby acknowledges and agrees that it has the sole responsibility for, and has adequate means of, obtaining from the Borrower and any other guarantor such information concerning the financial condition, business and operations of the Borrower and any such other guarantors as such Guarantor requires, and that none of the Secured Parties has any duty, and each Guarantor is not relying on the Secured Parties at any time, to disclose to such Guarantor any information relating to the business, operations or financial condition of the Borrower or any other guarantor (each Guarantor waiving any duty on the part of the Secured Parties to disclose such information and any defense relating to the failure to provide the same).

SECTION 14. General Limitation on Guaranty Obligations; Right of Contribution. In any action or proceeding involving any state corporate law, or any state, Federal or foreign bankruptcy, insolvency, reorganization, fraudulent transfer, fraudulent conveyance or other law affecting the rights of creditors generally, if the obligations of any Guarantor under this Guaranty would otherwise be held or determined to be void, voidable, invalid or unenforceable, or subordinated to the claims of any other creditors, on account of the amount of its liability under this Guaranty, then, notwithstanding any other provision herein or in any other Loan Document to the contrary, the amount of such liability shall, without any further action by any Guarantor, any creditor or any other Person, be automatically limited and reduced to the highest amount that is valid and enforceable and not subordinated to the claims of other creditors as determined in such action or proceeding. Each Guarantor hereby agrees to the extent that a Guarantor shall have paid more than its proportionate share of any payment made hereunder (including by way of set off rights being exercised against it), such Guarantor shall be entitled to seek and receive contribution from and against any other Guarantor hereunder who has not paid its proportionate share of such payment. Each Guarantor’s right of contribution shall be subject to the terms and conditions of Section 10 hereof. Other than with respect to instances where the obligations of any Guarantor under this Guaranty would be held or determined to be void, voidable, invalid or unenforceable, or subordinated to the claims of any other creditors, on account of the amount of its liability under this Guaranty, due to any action or proceeding involving any state corporate law, or any state, Federal or foreign bankruptcy, insolvency, reorganization, fraudulent transfer, fraudulent conveyance or other law affecting the rights of creditors generally, the provision of this Section 14 shall in no respect limit the obligations and liabilities of any Guarantor to the Administrative Agent and the other Secured Parties, and each Guarantor shall remain liable to the Administrative Agent and the other Secured Parties for the full amount guaranteed by such Guarantor hereunder.

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SECTION 15. Covenant; Representations and Warranties. Each Guarantor agrees and covenants to, and to cause each of its Subsidiaries to take, or refrain from taking, each action that is necessary to be taken or not taken, so that no breach of the agreements and covenants contained in the Credit Agreement pertaining to actions to be taken, or not taken, by such Guarantor or any of its Subsidiaries will result. Each Guarantor represents and warrants as to itself that all representations and warranties relating to it and its Subsidiaries contained in the Credit Agreement are true and correct in all material respects (except to the extent that such representations and warranties specifically refer to an earlier date, in which case such representations and warranties are true and correct as of such earlier date), provided that each reference in any such representation and warranty to the knowledge of the Borrower shall, for the purposes of this Section 15, be deemed to be a reference to such Guarantor’s knowledge.

SECTION 16. Termination; Reinstatement. This Guaranty is a continuing and irrevocable guaranty of all Obligations now or hereafter existing and shall remain in full force and effect until the Full Satisfaction of the Obligations. Notwithstanding the foregoing, this Guaranty shall continue in full force and effect or be revived, as the case may be, if any payment by or on behalf of the Borrower is made (including pursuant to another guaranty), or any of the Secured Parties exercises its right of setoff, in respect of the Obligations and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by any of the Secured Parties in their discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any Debtor Relief Laws or otherwise, all as if such payment had not been made or such setoff had not occurred and whether or not the Secured Parties are in possession of or have released this Guaranty and regardless of any prior revocation, rescission, termination or reduction. The obligations of each Guarantor under this Section 16 shall survive termination of this Guaranty.

SECTION 17. Binding Effect; Several Agreement; Assignments. Whenever in this Guaranty any of the parties hereto is referred to, such reference shall be deemed to include the successors and permitted assigns of such party; and all covenants, promises and agreements by or on behalf of each Guarantor that are contained in this Guaranty shall bind and inure to the benefit of each party hereto and their respective successors and permitted assigns. This Guaranty shall become effective as to each Guarantor when a counterpart hereof executed on behalf of each Guarantor shall have been delivered to the Administrative Agent and a counterpart hereof shall have been executed on behalf of the Administrative Agent, and thereafter shall be binding upon each Guarantor and the Administrative Agent and their respective successors and permitted assigns, and shall inure to the benefit of each Guarantor, the Administrative Agent and the other Secured Parties, and their respective successors and permitted assigns, except that neither the Borrower, nor the other Loan Parties shall have the right to assign its rights or obligations hereunder or any interest herein (and any such attempted assignment shall be void) without the prior written consent of the Required Lenders. The Administrative Agent is hereby expressly authorized to, and agrees upon request of the Borrower it will, release any Guarantor from its obligations hereunder (including its Guaranty) in accordance with Section 9.10 of the Credit Agreement.

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SECTION 18. Waivers; Amendment.

(a) No failure or delay of the Administrative Agent in exercising any power or right hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative Agent hereunder and of the other Secured Parties under the other Loan Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Guaranty or consent to any departure by any Guarantor therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) below, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on any Guarantor in any case shall entitle such Guarantor to any other or further notice or demand in similar or other circumstances.

(b) Neither this Guaranty nor any provision hereof may be waived, amended or modified except pursuant to a written agreement entered into between the Guarantors and the Administrative Agent (with the consent of the Lenders or the Required Lenders if required under the Credit Agreement).

SECTION 19. GOVERNING LAW. THIS GUARANTY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

SECTION 20. Notices. All communications and notices hereunder shall be in writing and given as provided in Section 10.02 of the Credit Agreement. All communications and notices hereunder to each Guarantor shall be given to it in care of the Borrower at the address set forth in Schedule 10.02 to the Credit Agreement.

SECTION 21. Survival of Agreement; Severability.

(a) All covenants, agreements, representations and warranties made by the Guarantors herein and in the certificates or other instruments prepared or delivered in connection with or pursuant to this Guaranty or any other Loan Document shall be considered to have been relied upon by the Administrative Agent and the other Secured Parties and shall survive the making by the Lenders of the Loans and the issuance of the Letters of Credit by the L/C Issuer regardless of any investigation made by the Secured Parties or on their behalf, and shall continue in full force and effect as long as the principal of or any accrued interest on any Loan or any other fee or amount payable under this Guaranty or any other Loan Document is outstanding and unpaid or the Commitments have not been terminated.

(b) In the event any one or more of the provisions contained in this Guaranty or in any other Loan Document should be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein and therein shall not in any way be affected or impaired thereby (it being understood that the invalidity of a particular provision in a particular jurisdiction shall not in and of itself affect the validity of such provision in any other jurisdiction). The parties shall endeavor in good-faith negotiations to replace

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the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

SECTION 22. Counterparts. This Guaranty may be executed in counterparts, each of which shall constitute an original, but all of which when taken together shall constitute a single contract, and shall become effective as provided in Section 17. Delivery of an executed signature page to this Guaranty by facsimile or other electronic transmission shall be as effective as delivery of a manually executed counterpart of this Guaranty.

SECTION 23. Rules of Interpretation. The rules of interpretation specified in Section 1.02 of the Credit Agreement shall be applicable to this Guaranty.

SECTION 24. Jurisdiction; Consent to Service of Process.

(a) Each party hereto irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of the courts of the state of New York sitting in New York County and of the United States District Court of the Southern District of New York, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Guaranty or any other Loan Document (other than as provided in any mortgage with respect to itself), or for recognition or enforcement of any judgment, and each of the Parties hereto irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State court or, to the fullest extent permitted by applicable law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.

(b) Each party hereto irrevocably and unconditionally waives, to the fullest extent permitted by applicable law, any objection that it may now or hereafter have to the laying of venue of any action or proceeding arising out of or relating to this Guaranty or any other Loan Document in any court referred to in paragraph (a) of this section. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by applicable law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.

(c) Each party hereto irrevocably consents to service of process in the manner provided for notice in Section 20. Nothing in this Guaranty will affect the right of any party hereto to serve process in any other manner permitted by applicable law.

SECTION 25. Waiver of Jury Trial. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS GUARANTY OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING

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WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS GUARANTY AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 25.

SECTION 26. Right of Setoff. If an Event of Default shall have occurred and be continuing, each Secured Party is hereby authorized at any time and from time to time, after obtaining the prior written consent of the Administrative Agent, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other Indebtedness at any time owing by such Secured Party to or for the credit or the account of each Guarantor against any or all the obligations of such Guarantor now or hereafter existing under this Guaranty and the other Loan Documents held by such Secured Party, irrespective of whether or not the Administrative Agent or any Secured Party shall have made any demand under this Guaranty or any other Loan Document and although such obligations may be unmatured. The rights of each Secured Party under this Section 26 are in addition to other rights and remedies (including other rights of setoff) which such Secured Party may have.

SECTION 27. Taxes. The Guarantors, jointly and severally, shall gross up for and shall indemnify the Secured Parties against Indemnified Taxes and Other Taxes to the extent set forth in Sections 3.01 and 3.07 of the Credit Agreement.

SECTION 28. Judgment Currency.

(a) Each Guarantor’s obligation hereunder and under the other Loan Documents to make payments in Dollars (pursuant to such obligation, the “Obligation Currency”) shall not be discharged or satisfied by any tender or recovery pursuant to any judgment expressed in or converted into any currency other than the Obligation Currency, except to the extent that such tender or recovery results in the effective receipt by the Administrative Agent or the respective Lender of the full amount of the Obligation Currency expressed to be payable to the Administrative Agent or such Lender under this Guaranty or the other Loan Documents. If, for the purpose of obtaining or enforcing judgment against a Guarantor in any court or in any jurisdiction, it becomes necessary to convert into or from any currency other than the Obligation Currency (such other currency being hereinafter referred to as the “Judgment Currency”) an amount due in the Obligation Currency, the conversion shall be made at the rate of exchange (as quoted by the Administrative Agent or if the Administrative Agent does not quote a rate of exchange on such currency, by a known dealer in such currency designated by the Administrative Agent) determined, in each case, as of the Business Day immediately preceding the day on which the judgment is given (such Business Day being hereinafter referred to as the “Judgment Currency Conversion Date”).

(b) If there is a change in the rate of exchange prevailing between the Judgment Currency Conversion Date and the date of actual payment of the amount due, each Guarantor covenants and agrees to pay, or cause to be paid, such additional amounts, if any (but in any event not a lesser amount) as may be necessary to ensure that the amount paid in the Judgment Currency, when converted at the rate of exchange prevailing on the date of payment, will produce the amount of the Obligation Currency which could have been purchased with the amount

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of Judgment Currency stipulated in the judgment or judicial award at the rate of exchange prevailing on the Judgment Currency Conversion Date.

(c) For purposes of determining the rate of exchange for this Section, such amounts shall include any premium and costs payable in connection with the purchase of the Obligation Currency.

SECTION 29. Additional Guarantor Waivers and Agreements

(a) Each Guarantor understands and acknowledges that if the Secured Parties foreclose judicially or nonjudicially against any real property security for the Obligations, that foreclosure could impair or destroy any ability that such Guarantor may have to seek reimbursement, contribution, or indemnification from the Borrower or others based on any right such Guarantor may have of subrogation, reimbursement, contribution, or indemnification for any amounts paid by such Guarantor under this Guaranty. By executing this Guaranty, each Guarantor freely, irrevocably, and unconditionally: (i) waives and relinquishes that defense and agrees that such Guarantor will be fully liable under this Guaranty even though the Secured Parties may foreclose, either by judicial foreclosure or by exercise of power of sale, any deed of trust securing the Obligations; (ii) agrees that such Guarantor will not assert that defense in any action or proceeding which the Secured Parties may commence to enforce this Guaranty; (iii) acknowledges and agrees that the Secured Parties are relying on this waiver in creating the Obligations, and that this waiver is a material part of the consideration which the Secured Parties are receiving for creating the Obligations.

(b) Each Guarantor waives all rights and defenses (other than the defense of payment and the benefit of any statute of limitations) that such Guarantor may have because any of the Obligations is secured by real property. This means, among other things: (i) the Secured Parties may collect from such Guarantor without first foreclosing on any real or personal property collateral pledged by the other Loan Parties; and (ii) if the Secured Parties foreclose on any real property collateral pledged by the other Loan Parties: (A) the amount of the Obligations may be reduced only by the price for which that collateral is sold at the foreclosure sale, even if the collateral is worth more than the sale price, and (B) the Secured Parties may collect from such Guarantor even if the Secured Parties, by foreclosing on the real property collateral, have destroyed any right such Guarantor may have to collect from the Borrower. This is an unconditional and irrevocable waiver of any rights and defenses (other than the defense of payment and the benefit of any statute of limitations) such Guarantor may have because any of the Obligations is secured by real property.

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IN WITNESS WHEREOF, the parties hereto have duly executed this Guaranty as of the day and year first above written.

Guarantors

GENTIVA CERTIFIED HEALTHCARE CORP.

GENTIVA HEALTH SERVICES (CERTIFIED), INC.

GENTIVA HEALTH SERVICES HOLDING CORP.

GENTIVA HEALTH SERVICES (USA) INC.

GENTIVA REHAB WITHOUT WALLS, LLC

GENTIVA SERVICES OF NEW YORK, INC.

NEW YORK HEALTHCARE SERVICES, INC.

OHS SERVICE CORP.

QC-MEDI NEW YORK, INC.

QUALITY CARE-USA, INC.

QUALITY MANAGED CARE, INC.

THE HEALTHFIELD GROUP, INC.

HEALTHFIELD OPERATING GROUP, INC.

HEALTHFIELD, INC.

CHATTAHOOCHEE VALLEY HOME CARE SERVICES, INC.

CHATTAHOOCHEE VALLEY HOME HEALTH, INC.

CHMG ACQUISITION CORP.

CAPITAL HEALTH MANAGEMENT GROUP, INC.

ACCESS HOME HEALTH OF FLORIDA, INC.

CAPITAL CARERESOURCES, INC.

CAPITAL CARERESOURCES OF SOUTH CAROLINA, INC.

CHMG OF ATLANTA, INC.

CHMG OF GRIFFIN, INC.

EASTERN CAROLINA HOME HEALTH AGENCY, INC.

HOME HEALTH CARE OF CARTERET COUNTY, INC.

TAR HEEL HEALTH CARE SERVICES, INC.

TAR HEEL STAFFING, INC.

HEALTHFIELD HOME HEALTH, INC.

HEALTHFIELD HOSPICE SERVICES, INC.

HEALTHFIELD OF SOUTHWEST GEORGIA, INC.

HEALTHFIELD OF STATESBORO, INC.

HEALTHFIELD OF TENNESSEE, INC.

PHHC ACQUISITION CORP.

HOME HEALTH CARE AFFILIATES OF MISSISSIPPI, INC.

GILBERT’S HOME HEALTH AGENCY, INC.

MID-SOUTH HOME CARE SERVICES, INC.

[Guaranty Agreement]

MID-SOUTH HOME HEALTH AGENCY, INC.
MID-SOUTH HOME HEALTH OF GADSDEN, INC.
TOTAL CARE HOME HEALTH OF LOUISBURG, INC.
TOTAL CARE HOME HEALTH OF NORTH CAROLINA, INC.
TOTAL CARE HOME HEALTH OF SOUTH CAROLINA, INC.
TOTAL CARE SERVICES, INC.
WIREGRASS HOSPICE CARE, INC.
HORIZON HEALTH NETWORK LLC
MID-SOUTH HOME HEALTH AGENCY, LLC
MID-SOUTH HOME CARE SERVICES, LLC
WIREGRASS HOSPICE LLC
WIREGRASS HOSPICE OF SOUTH CAROLINA, LLC
HOME HEALTH CARE AFFILIATES OF CENTRAL MISSISSIPPI, L.L.C.
GILBERT’S HOSPICE CARE OF MISSISSIPPI, LLC
VAN WINKLE HOME HEALTH CARE, INC.
GILBERT’S HOSPICE CARE, LLC
HOME HEALTH CARE AFFILIATES, INC., as Guarantors
By:	/s/ Tony Strange
	Name: Tony Strange
	Title: CEO and President
ODYSSEY HEALTHCARE, INC.
ODYSSEY HEALTHCARE HOLDING COMPANY
ODYSSEY HEALTHCARE OF COLLIER COUNTY, INC.
ODYSSEY HEALTHCARE OF MANATEE COUNTY, INC.
ODYSSEY HEALTHCARE OF NORTHWEST FLORIDA, INC.
ODYSSEY HEALTHCARE OF HILLSBOROUGH COUNTY, INC.
ODYSSEY HEALTHCARE OF MARION COUNTY, INC.
ODYSSEY HEALTHCARE OF PINELLAS COUNTY, INC.
VISTACARE, INC.
VISTA HOSPICE CARE, INC.
FHI HEALTH SYSTEMS, INC.
CARENATION, INC.

[Guaranty Agreement]

VISTACARE USA, INC.
FHI GP, INC.
FHI LP, INC., as Guarantors
By:	/s/ Tony Strange
	Name: Tony Strange
	Title: CEO and President
FAMILY HOSPICE, LTD.
FHI MANAGEMENT, LTD., as Guarantors
By: FHI GP, Inc., its general partner
By:	/s/ Tony Strange
	Name: Tony Strange
	Title: CEO and President
ODYSSEY HEALTHCARE OPERATING A, LP
ODYSSEY HEALTHCARE OPERATING B, LP
ODYSSEY HEALTHCARE MANAGEMENT, LP, as Guarantors
By: Odyssey Healthcare GP, LLC, its general partner
By:	/s/ Tony Strange
	Name: Tony Strange
	Title: CEO and President
ODYSSEY HEALTHCARE GP, LLC
ODYSSEY HEALTHCARE LP, LLC
ODYSSEY HEALTHCARE FORT WORTH, LLC
ODYSSEY HEALTHCARE DETROIT, LLC
ODYSSEY HEALTHCARE AUSTIN, LLC
ODYSSEY HEALTHCARE OF ST. LOUIS, LLC

[Guaranty Agreement]

ODYSSEY HEALTHCARE OF FLINT, LLC
VISTACARE OF BOSTON, LLC, as Guarantors
By:	/s/ Tony Strange
	Name: Tony Strange
	Title: CEO and President
	BANK OF AMERICA, N.A.,  as Administrative Agent
	By:	/s/ Alysa Trakas
		Name: Alysa Trakas
		Title: Vice President

[Guaranty Agreement]

EXHIBIT A

to the Guaranty

[Form of]

JOINDER AGREEMENT

[Name of New Pledgor]

[Address of New Pledgor]

[Date]

Ladies and Gentlemen:

Reference is made (i) to that certain Credit Agreement dated as of August 17, 2010 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), by and among Gentiva Health Services, Inc., a Delaware corporation (the “Borrower”), each lender from time to time party thereto (collectively, the “Lenders” and individually, a “Lender”) and Bank of America, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, (ii) to that certain that certain Security Agreement (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Security Agreement”), dated as of August 17, 2010 among the Borrower, the Guarantors party thereto and the Administrative Agent and (iii) to that certain Guaranty (the “Guaranty”) dated as of August 17, 2010 among the Guarantors and the Administrative Agent. Capitalized terms used and not defined herein are used with the meanings assigned to such terms in the Credit Agreement or the Security Agreement, as applicable.

This Joinder Agreement supplements (i ) the Security Agreement and (ii) the Guaranty and is delivered by the undersigned, [                    ] (the “New Pledgor”), pursuant to Section 3.5 of the Security Agreement and Section 6.12(b) of the Credit Agreement. The New Pledgor hereby agrees to be bound as a Guarantor and as a Pledgor party to the Security Agreement by all of the terms, covenants and conditions set forth in the Security Agreement to the same extent that it would have been bound if it had been a signatory to the Security Agreement on the date of the Security Agreement. The New Pledgor also hereby agrees to be bound as a party by all of the terms, covenants and conditions applicable to it set forth in the Guaranty as to the same extent that it would have been bound if it had been a signatory to the Guaranty on the date of the Guaranty. Without limiting the generality of the foregoing, the New Pledgor hereby

Ex. A-1

(i) grants and pledges to the Administrative Agent, as collateral security for the full, prompt and complete payment and performance when due (whether at stated maturity, by acceleration or otherwise) of the Obligations, a Lien on and security interest in, all of its right, title and interest in, to and under the Pledged Collateral and expressly assumes all obligations and liabilities of a Guarantor and Pledgor thereunder and (ii) absolutely, unconditionally, irrevocably, jointly and severally guarantees, as a guaranty of payment and performance, as a primary obligor and not as a surety, and not merely as a guaranty of collection, prompt payment when due, whether at stated maturity, by required prepayment, upon acceleration, demand or otherwise, and at all times thereafter, of any and all of the Obligations. The New Pledgor hereby agrees to each of the covenants applicable to the Pledgors contained in the Security Agreement and the Credit Agreement.

Annexed hereto are supplements to each of the schedules to the Security Agreement and the Credit Agreement, as applicable, with respect to the New Pledgor. Such supplements shall be deemed to be part of the Security Agreement or the Credit Agreement, as applicable.

This Joinder Agreement and any amendments, waivers, consents or supplements hereto may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed to be an original, but all such counterparts together shall constitute one and the same agreement.

All notices, requests and demands to or upon the New Pledgor, the Administrative Agent or any Lender shall be governed by the terms of Section 10.02 of the Credit Agreement.

THIS JOINDER AGREEMENT SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

Ex. A-2

IN WITNESS WHEREOF, the New Pledgor has caused this Joinder Agreement to be executed and delivered by its duly authorized officer as of the date first above written.

[NEW PLEDGOR]
By:
	Name:
	Title:

AGREED TO AND ACCEPTED:

BANK OF AMERICA, N.A.,

 as Administrative Agent

By:

Name:

Title:

[Schedules to be attached]

Ex. A-3

EX-10.4

EXHIBIT 10.4

EXECUTION VERSION

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, 2010

TABLE OF CONTENTS

		Page
PREAMBLE			1
RECITALS:			1
AGREEMENT:			1
ARTICLE I
DEFINITIONS AND INTERPRETATION
SECTION 1.1.	DEFINITIONS		2
SECTION 1.2.	INTERPRETATION		10
SECTION 1.3.	RESOLUTION OF DRAFTING AMBIGUITIES		10
SECTION 1.4.	PERFECTION CERTIFICATE		11
ARTICLE II
GRANT OF SECURITY AND OBLIGATIONS
SECTION 2.1.	GRANT OF SECURITY INTEREST		11
SECTION 2.2.	FILINGS		12
ARTICLE III
PERFECTION; SUPPLEMENTS; FURTHER ASSURANCES; USE OF PLEDGED COLLATERAL
SECTION 3.1.	DELIVERY OF CERTIFICATED SECURITIES COLLATERAL		13
SECTION 3.2.	PERFECTION OF UNCERTIFICATED SECURITIES COLLATERAL		13
SECTION 3.3.	FINANCING STATEMENTS AND OTHER FILINGS; MAINTENANCE OF PERFECTED SECURITY INTEREST		14
SECTION 3.4.	OTHER ACTIONS		14
SECTION 3.5.	JOINDER OF ADDITIONAL GUARANTORS		18
SECTION 3.6.	SUPPLEMENTS; FURTHER ASSURANCES		18
SECTION 3.7.	PLEDGOR CHANGES; INFORMATION REGARDING COLLATERAL		19

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		Page
ARTICLE IV
REPRESENTATIONS, WARRANTIES AND COVENANTS
SECTION 4.1.	TITLE		20
SECTION 4.2.	VALIDITY OF SECURITY INTEREST		20
SECTION 4.3.	DEFENSE OF CLAIMS; TRANSFERABILITY OF PLEDGED COLLATERAL		20
SECTION 4.4.	OTHER FINANCING STATEMENTS		20
SECTION 4.5.	LOCATION OF INVENTORY AND EQUIPMENT		21
SECTION 4.6.	DUE AUTHORIZATION AND ISSUANCE		21
SECTION 4.7.	CONSENTS, ETC.		21
SECTION 4.8.	PLEDGED COLLATERAL		21
SECTION 4.9.	INSURANCE		22
SECTION 4.10.	MATERIAL CONTRACTS		22
ARTICLE V
CERTAIN PROVISIONS CONCERNING SECURITIES COLLATERAL
SECTION 5.1.	PLEDGE OF ADDITIONAL SECURITIES COLLATERAL		22
SECTION 5.2.	VOTING RIGHTS; DISTRIBUTIONS; ETC.		22
SECTION 5.3.	DEFAULTS, ETC.		24
SECTION 5.4.	CERTAIN AGREEMENTS OF PLEDGORS AS ISSUERS AND HOLDERS OF EQUITY INTERESTS		24
ARTICLE VI
CERTAIN PROVISIONS CONCERNING INTELLECTUAL PROPERTY COLLATERAL
SECTION 6.1.	GRANT OF INTELLECTUAL PROPERTY LICENSE		25
SECTION 6.2.	PROTECTION OF ADMINISTRATIVE AGENT’S SECURITY		25
SECTION 6.3.	AFTER-ACQUIRED PROPERTY		26
SECTION 6.4.	LITIGATION		26
ARTICLE VII
CERTAIN PROVISIONS CONCERNING RECEIVABLES
SECTION 7.1.	MAINTENANCE OF RECORDS		27
SECTION 7.2.	LEGEND		27
SECTION 7.3.	MODIFICATION OF TERMS, ETC.		27
SECTION 7.4.	COLLECTION		27

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		Page
ARTICLE VIII
TRANSFERS
SECTION 8.1.	TRANSFERS OF PLEDGED COLLATERAL		28
ARTICLE IX
REMEDIES
SECTION 9.1.	REMEDIES		28
SECTION 9.2.	NOTICE OF SALE		30
SECTION 9.3.	WAIVER OF NOTICE AND CLAIMS		30
SECTION 9.4.	CERTAIN SALES OF PLEDGED COLLATERAL		31
SECTION 9.5.	NO WAIVER; CUMULATIVE REMEDIES		33
SECTION 9.6.	CERTAIN ADDITIONAL ACTIONS REGARDING INTELLECTUAL PROPERTY		33
ARTICLE X
APPLICATION OF PROCEEDS
SECTION 10.1.	APPLICATION OF PROCEEDS		33
ARTICLE XI
MISCELLANEOUS
SECTION 11.1.	CONCERNING ADMINISTRATIVE AGENT		34
SECTION 11.2.	ADMINISTRATIVE AGENT MAY PERFORM; ADMINISTRATIVE AGENT APPOINTED ATTORNEY-IN-FACT		35
SECTION 11.3.	CONTINUING SECURITY INTEREST; ASSIGNMENT		36
SECTION 11.4.	TERMINATION; RELEASE		36
SECTION 11.5.	MODIFICATION IN WRITING		37
SECTION 11.6.	NOTICES		37
SECTION 11.7.	GOVERNING LAW, CONSENT TO JURISDICTION AND SERVICE OF PROCESS; WAIVER OF JURY TRIAL		37
SECTION 11.8.	SEVERABILITY OF PROVISIONS		37
SECTION 11.9.	EXECUTION IN COUNTERPARTS		37
SECTION 11.10.	BUSINESS DAYS		37
SECTION 11.11.	NO CREDIT FOR PAYMENT OF TAXES OR IMPOSITION		37
SECTION 11.12.	NO CLAIMS AGAINST ADMINISTRATIVE AGENT		38
SECTION 11.13.	NO RELEASE		38

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		Page
SECTION 11.14.	OBLIGATIONS ABSOLUTE		38
SIGNATURES			S-1

EXHIBIT 1	Form of Issuer’s Acknowledgment
EXHIBIT 2	Form of Securities Pledge Amendment
EXHIBIT 3	Form of Copyright Security Agreement
EXHIBIT 4	Form of Patent Security Agreement
EXHIBIT 5	Form of Trademark Security Agreement
SCHEDULE 1	Sun Trust Deposit Accounts

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SECURITY AGREEMENT

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”).

R E C I T A L S :

A. The Borrower, the Guarantors, the Administrative Agent and the lending institutions listed therein have, in connection with the execution and delivery of this Agreement, entered into that certain credit agreement, dated as of August 17, 2010 (as amended, amended and restated, supplemented, waived or otherwise modified from time to time, the “Credit Agreement”; which term shall also include and refer to any increase in the amount of indebtedness under the Credit Agreement.

B. Each Guarantor has, pursuant to the Guaranty, unconditionally guaranteed the Obligations.

C. The Borrower and each Guarantor will receive substantial benefits from the execution, delivery and performance of the Obligations under the Credit Agreement and the other Loan Documents and each is, therefore, willing to enter into this Agreement.

D. This Agreement is given by each Pledgor in favor of the Administrative Agent for the benefit of the Secured Parties to secure the payment and performance of all of the Obligations.

E. It is a condition to (i) the obligations of the Lenders to make the Loans under the Credit Agreement, (ii) the obligations of the L/C Issuer to issue Letters of Credit and (iii) the performance of the obligations of the Secured Parties under Secured Hedge Agreements and Secured Cash Management Agreements that each Pledgor execute and deliver the applicable Loan Documents, including this Agreement.

A G R E E M E N T :

NOW THEREFORE, in consideration of the foregoing premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each Pledgor and the Administrative Agent hereby agree as follows:

ARTICLE I

DEFINITIONS AND INTERPRETATION

SECTION 1.1. Definitions.

(a) Unless otherwise defined herein or in the Credit Agreement, capitalized terms used herein that are defined in the UCC shall have the meanings assigned to them in the UCC; provided that in any event, the following terms shall have the meanings assigned to them in the UCC:

“Accounts”; “Bank”; “Chattel Paper”; “Commercial Tort Claim”; “Commodity Account”; “Commodity Contract”; “Commodity Intermediary”; “Documents”; “Electronic Chattel Paper”; “Entitlement Order”; “Equipment”; “Financial Asset”; “Fixtures”; “Goods”, “Inventory”; “Letter-of-Credit Rights”; “Letters of Credit”; “Money”; “Payment Intangibles”; “Proceeds”; “ Records”; “Securities Account”; “Securities Intermediary”; “Security Entitlement”; “Supporting Obligations”; and “Tangible Chattel Paper.”

(b) Terms used but not otherwise defined herein that are defined in the Credit Agreement shall have the meanings given to them in the Credit Agreement.

(c) The following terms shall have the following meanings:

“Account Debtor” shall mean each person who is obligated on a Receivable or Supporting Obligation related thereto.

“Administrative Agent” shall have the meaning assigned to such term in the Preamble hereof.

“Agreement” shall have the meaning assigned to such term in the Preamble hereof.

“Borrower” shall have the meaning assigned to such term in the Preamble hereof.

“Collateral Support” shall mean all property (real or personal) assigned, hypothecated or otherwise securing any Pledged Collateral and shall include any security agreement or other agreement granting a lien or security interest in such real or personal property.

“Commodity Account Control Agreement” shall mean a control agreement in a form that is reasonably satisfactory to the Administrative Agent establishing the Administrative Agent’s Control with respect to any Commodity Account.

“Contracts” shall mean, collectively, with respect to each Pledgor, the Related Documents, all sale, service, performance, equipment or property lease contracts, agreements and grants and all other contracts, agreements or grants (in each case, whether written or oral, or

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third party or intercompany), between such Pledgor and any third party, and all assignments, amendments, restatements, supplements, extensions, renewals, replacements or modifications thereof.

“Control” shall mean (i) in the case of each Deposit Account, “control,” as such term is defined in Section 9-104 of the UCC, (ii) in the case of any Security Entitlement, “control,” as such term is defined in Section 8-106 of the UCC, and (iii) in the case of any Commodity Contract, “control,” as such term is defined in Section 9-106 of the UCC.

“Control Agreements” shall mean, collectively, the Deposit Account Control Agreement, the Securities Account Control Agreement and the Commodity Account Control Agreement.

“Copyright Security Agreement” shall mean an agreement substantially in the form of Exhibit 3 hereto.

“Copyrights” shall mean, collectively, with respect to each Pledgor, all copyrights (whether statutory or common law, whether established or registered in the United States or any other country or any political subdivision thereof, whether registered or unregistered and whether published or unpublished) and all copyright registrations and applications made by such Pledgor, in each case, whether now owned or hereafter created or acquired by or assigned to such Pledgor, together with any and all (i) rights and privileges arising under applicable law with respect to such Pledgor’s use of such copyrights, (ii) reissues, renewals, continuations and extensions thereof and amendments thereto, (iii) income, fees, royalties, damages, claims and payments now or hereafter due and/or payable with respect thereto, including damages and payments for past, present or future infringements thereof, (iv) rights corresponding thereto throughout the world and (v) rights to sue for past, present or future infringements thereof.

“Credit Agreement” shall have the meaning assigned to such term in Recital A hereof.

“Deposit Account Control Agreement” shall mean an agreement in a form that is reasonably satisfactory to the Administrative Agent establishing the Administrative Agent’s Control with respect to any Deposit Account.

“Deposit Accounts” shall mean, collectively, with respect to each Pledgor, (i) all “deposit accounts” as such term is defined in the UCC and in any event shall include the LC Account and all accounts and sub-accounts relating to any of the foregoing accounts and (ii) all cash, funds, checks, notes and instruments from time to time on deposit in any of the accounts or sub-accounts described in clause (i) of this definition.

“Distributions” shall mean, collectively, with respect to each Pledgor, all dividends, cash, options, warrants, rights, instruments, distributions, returns of capital or principal, income, interest, profits and other property, interests (debt or equity) or proceeds, including as a result of a split, revision, reclassification or other like change of the Pledged

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Securities, from time to time received, receivable or otherwise distributed to such Pledgor in respect of or in exchange for any or all of the Pledged Securities or Intercompany Notes.

“Excluded Accounts” shall mean (i) the Medicare and Medicaid Accounts or any Deposit Accounts (except those deposit accounts with SunTrust Bank set forth on Schedule 1 (the “SunTrust Deposit Accounts”)) subject to a daily sweep of all amounts received or deposited in such Deposit Account by federal funds wire transfer to a Deposit Account subject to the Administrative Agent’s Control and (ii) Deposit Accounts or Securities Accounts (w) specifically and exclusively used for deposits pending activation of provider numbers in accordance with Medicare regulations, (x) specifically and exclusively used for disbursement of payroll, payroll taxes and other employee wage and benefit payments, (y) established and maintained solely to meet capitalization requirements for Approved Captive Insurance Subsidiaries or (z) established and maintained solely in support of the Borrower’s nonqualified retirement and savings plan.

“Excluded Property” shall mean

(a) any permit or license issued by a Governmental Authority to any Pledgor or any agreement to which any Pledgor is a party, in each case, only to the extent and for so long as the terms of such permit, license or agreement or any requirement of Law applicable thereto, validly prohibit the creation by such Pledgor of a security interest in such permit, license or agreement in favor of the Administrative Agent (after giving effect to Sections 9-406(d), 9-407(a), 9-408(a) or 9-409 of the UCC (or any successor provision or provisions) or any other applicable law (including the Bankruptcy Code) or principles of equity);

(b) any lease, license, contract or agreement to which any Pledgor is a party or any of its rights or interests thereunder if and only for so long as the grant of a security interest hereunder shall constitute or result in a breach, termination or default under any such lease, license, contract or agreement (other than to the extent that any such term would be rendered ineffective pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the UCC of any relevant jurisdiction or any other applicable law or principles of equity);

(c) assets owned by any Pledgor on the date hereof or hereafter acquired and any proceeds thereof that are subject to a Lien permitted by Section 7.01(i) of the Credit Agreement to the extent and for so long as the contract or other agreement in which such Lien is granted (or the documentation providing for the Obligations secured by any such Lien) validly prohibits the creation of any other Lien on such assets and proceeds;

(d) any property of a person existing at the time such person is acquired or merged with or into or consolidated with any Pledgor that is subject to a Lien permitted by Section 7.01(j) of the Credit Agreement to the extent and for so long as the contract or other agreement in which such Lien is granted validly prohibits the creation of any other Lien on such property;

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(e) any Equity Interests of a Foreign Subsidiary to the extent and for so long as the pledge thereof to the Administrative Agent would constitute an investment of earnings in United States property under Section 956 (or a successor provision) of the Code, which investment would or could reasonably be expected to trigger a material increase in the net income of a United States shareholder of such Foreign Subsidiary pursuant to Section 951 (or a successor provision) of the Code, as reasonably determined by the Administrative Agent; provided that this clause (e) shall not apply to (A) Voting Stock of any Subsidiary which is a first-tier controlled foreign corporation (as defined in Section 957(a) of the Code) representing 66% of the total voting power of all outstanding Voting Stock of such Subsidiary and (B) 100% of the Equity Interests not constituting Voting Stock of any such Subsidiary, except that any such Equity Interests constituting “stock entitled to vote” within the meaning of Treasury Regulation Section 1.956-2(c)(2) shall be treated as Voting Stock for purposes of this clause (e); and

(f) any intent-to-use trademark application to the extent and for so long as creation by a Pledgor of a security interest therein would result in the loss by such Pledgor of any material rights therein;

provided, however, that Excluded Property shall not include any Proceeds, substitutions or replacements of any Excluded Property referred to in clause (a), (b), (c), (d) or (e) (unless such Proceeds, substitutions or replacements would constitute Excluded Property referred to in clauses (a), (b), (c), (d) or (e)).

“Fiscal Intermediary” shall mean any insurance company, financial institution or other contractor that has entered into an agreement with any governmental authority to process claims and make payments to payees under Medicare, Medicaid or any other Federal, State or local public health care or medical assistance program pursuant to any of the Health Care Laws.

“Foreign Subsidiary” shall mean a Subsidiary that is organized under the laws of a jurisdiction other than the United States or any state thereof or the District of Columbia.

“General Intangibles” shall mean, collectively, with respect to each Pledgor, all “general intangibles,” as such term is defined in the UCC, of such Pledgor and, in any event, shall include (i) all of such Pledgor’s rights, title and interest in, to and under all Contracts and insurance policies (including all rights and remedies relating to monetary damages, including indemnification rights and remedies, and claims for damages or other relief pursuant to or in respect of any Contract), (ii) all know-how and warranties relating to any of the Pledged Collateral or the Mortgaged Property, (iii) any and all other rights, claims, choses-in-action and causes of action of such Pledgor against any other person and the benefits of any and all collateral or other security given by any other person in connection therewith, (iv) all guarantees, endorsements and indemnifications on, or of, any of the Pledged Collateral or any of the Mortgaged Property, (v) all lists, books, records, correspondence, ledgers, printouts, files (whether in printed form or stored electronically), tapes and other papers or materials containing information relating to any of the Pledged Collateral or any of the Mortgaged Property, including all customer or tenant lists, identification of suppliers, data, plans, blueprints, specifications,

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designs, drawings, appraisals, recorded knowledge, surveys, studies, engineering reports, test reports, manuals, standards, processing standards, performance standards, catalogs, research data, computer and automatic machinery software and programs and the like, field repair data, accounting information pertaining to such Pledgor’s operations or any of the Pledged Collateral or any of the Mortgaged Property and all media in which or on which any of the information or knowledge or data or records may be recorded or stored and all computer programs used for the compilation or printout of such information, knowledge, records or data, (vi) all licenses, consents, permits, variances, certifications, authorizations and approvals, however characterized, now or hereafter acquired or held by such Pledgor, including building permits, certificates of occupancy, environmental certificates, industrial permits or licenses and certificates of operation and (vii) all rights to reserves, deferred payments, deposits, refunds, indemnification of claims and claims for tax or other refunds against any Governmental Authority.

“Goodwill” shall mean, collectively, with respect to each Pledgor, the goodwill connected with such Pledgor’s business including all goodwill connected with (i) the use of and symbolized by any Trademark or Intellectual Property License with respect to any Trademark in which such Pledgor has any interest, (ii) all know-how, trade secrets, customer and supplier lists, proprietary information, inventions, methods, procedures, formulae, descriptions, compositions, technical data, drawings, specifications, name plates, catalogs, confidential information and the right to limit the use or disclosure thereof by any person, pricing and cost information, business and marketing plans and proposals, consulting agreements, engineering contracts and such other assets which relate to such goodwill and (iii) all product lines of such Pledgor’s business.

“Guarantors” shall have the meaning assigned to such term in the Preamble hereof.

“Instruments” shall mean, collectively, with respect to each Pledgor, all “instruments,” as such term is defined in Article 9, rather than Article 3, of the UCC, and shall include all promissory notes, drafts, bills of exchange or acceptances.

“Intellectual Property Collateral” shall mean, collectively, the Patents, Trademarks, Copyrights, Intellectual Property Licenses and Goodwill.

“Intellectual Property Licenses” shall mean, collectively, with respect to each Pledgor, all license and distribution agreements with, and covenants not to sue, any other party with respect to any Patent, Trademark or Copyright or any other patent, trademark or copyright, whether such Pledgor is a licensor or licensee, distributor or distributee under any such license or distribution agreement, together with any and all (i) renewals, extensions, supplements and continuations thereof, (ii) income, fees, royalties, damages, claims and payments now and hereafter due and/or payable thereunder and with respect thereto including damages and payments for past, present or future infringements or violations thereof, (iii) rights to sue for past, present and future infringements or violations thereof and (iv) other rights to use, exploit or practice any or all of the Patents, Trademarks or Copyrights or any other patent, trademark or copyright.

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“Intercompany Notes” shall mean, with respect to each Pledgor, all intercompany notes described in Schedule 10 to the Perfection Certificate and intercompany notes hereafter acquired by such Pledgor and all certificates, instruments or agreements evidencing such intercompany notes, and all assignments, amendments, restatements, supplements, extensions, renewals, replacements or modifications thereof to the extent permitted pursuant to the terms hereof.

“Investment Property” shall mean a security, whether certificated or uncertificated, Security Entitlement, Securities Account, Commodity Contract or Commodity Account, excluding, however, the Securities Collateral.

“Joinder Agreement” shall mean an agreement substantially in the form of Exhibit A to the Guaranty.

“Joint Venture Entities” shall mean (i) Odyssey HealthCare of Kansas City, LLC, organized pursuant to that operating agreement, dated April 1, 2008, between Odyssey HealthCare Operating B, LP and Hospice Care Investments, LLC; (ii) Odyssey HealthCare of Augusta, LLC, organized pursuant to that operating agreement, dated December 1, 2007, by and among Odyssey HealthCare Operating B, LP, Center for Primary Care P.C., and AOHO, LLC; (iii) Odyssey HealthCare of Savannah, LLC, organized pursuant to that operating agreement, dated November 1, 2007, between Odyssey HealthCare Operating B, LP and SouthCoast Medical Group, LLC; and (iv) Odyssey HealthCare of South Texas, LLC, organized pursuant to that operating agreement, dated October 1, 2008, between Odyssey HealthCare Operating A, LP and Valley Baptist Medical Center.

“LC Account” shall mean any account established and maintained in accordance with the provisions of Section 2.15 of the Credit Agreement and all property from time to time on deposit in such LC Account.

“Material Contracts” shall have the meaning set forth in the Credit Agreement.

“Material Intellectual Property Collateral” shall mean any Intellectual Property Collateral that is material (i) to the use and operation of the Pledged Collateral or Mortgaged Property or (ii) to the business, results of operations or financial condition of any Pledgor.

“Medicaid” shall mean the health care program jointly financed and administered by the Federal and State governments under Title XIX of the Social Security Act.

“Medicaid Account” shall mean any accounts of the Pledgors arising pursuant to goods sold or services rendered by any Pledgor to eligible Medicaid beneficiaries to be paid by a Fiscal Intermediary or by the United States of America acting under the Medicaid program, any State or the District of Columbia acting pursuant to a health plan adopted pursuant to Title XIX of the Social Security Act or any other Governmental Authority under Medicaid.

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“Medicare” shall mean the health care program under Title XVIII of the Social Security Act.

“Medicare Account” shall mean any accounts of the Pledgors arising pursuant to goods sold or services rendered by any Pledgor to eligible Medicare beneficiaries to be paid by a Fiscal Intermediary or by the United States of America acting under the Medicare program or any other Governmental Authority under Medicare.

“Mortgaged Property” shall have the meaning assigned to such term in the Credit Agreement.

“Patent Security Agreement” shall mean an agreement substantially in the form of Exhibit 4 hereto.

“Patents” shall mean, collectively, with respect to each Pledgor, all patents issued or assigned to, and all patent applications and registrations made by, such Pledgor (whether established or registered or recorded in the United States or any other country or any political subdivision thereof), together with any and all (i) rights and privileges arising under applicable law with respect to such Pledgor’s use of any patents, (ii) inventions and improvements described and claimed therein, (iii) reissues, divisions, continuations, renewals, extensions and continuations-in-part thereof and amendments thereto, (iv) income, fees, royalties, damages, claims and payments now or hereafter due and/or payable thereunder and with respect thereto including damages and payments for past, present or future infringements thereof, (v) rights corresponding thereto throughout the world and (vi) rights to sue for past, present or future infringements thereof.

“Perfection Certificate” shall mean those certain perfection certificates dated August 17, 2010, executed and delivered by each Pledgor in favor of the Administrative Agent for the benefit of the Secured Parties, and each other Perfection Certificate (which shall be in form and substance reasonably acceptable to the Administrative Agent) executed and delivered by the applicable Guarantor in favor of the Administrative Agent for the benefit of the Secured Parties contemporaneously with the execution and delivery of each Joinder Agreement executed in accordance with Section 3.5 hereof, in each case, as the same may be amended, amended and restated, supplemented or otherwise modified from time to time in accordance with the Credit Agreement or upon the request of the Administrative Agent.

“Permitted Liens” shall mean all Liens permitted under Section 7.01 of the Credit Agreement.

“Pledge Amendment” shall have the meaning assigned to such term in Section 5.1 hereof.

“Pledged Collateral” shall have the meaning assigned to such term in Section 2.1 hereof.

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“Pledged Securities” shall mean, collectively, with respect to each Pledgor, (i) all issued and outstanding Equity Interests of each issuer set forth on Schedules 9(a) and 9(b) to the Perfection Certificate as being owned by such Pledgor and all options, warrants, rights, agreements and additional Equity Interests of whatever class of any such issuer acquired by such Pledgor (including by issuance), together with all rights, privileges, authority and powers (subject to Section 5.2(c)(iii)) of such Pledgor relating to such Equity Interests in each such issuer or under any Organization Document of each such issuer, and the certificates, instruments and agreements representing such Equity Interests and any and all interest of such Pledgor in the entries on the books of any financial intermediary pertaining to such Equity Interests, (ii) all Equity Interests of any issuer, which Equity Interests are hereafter acquired by such Pledgor (including by issuance) and all options, warrants, rights, agreements and additional Equity Interests of whatever class of any such issuer acquired by such Pledgor (including by issuance), together with all rights, privileges, authority and powers of such Pledgor relating to such Equity Interests or under any Organization Document of any such issuer, and the certificates, instruments and agreements representing such Equity Interests and any and all interest of such Pledgor in the entries on the books of any financial intermediary pertaining to such Equity Interests, from time to time acquired by such Pledgor in any manner, and (iii) all Equity Interests issued in respect of the Equity Interests referred to in clause (i) or (ii) upon any consolidation or merger of any issuer of such Equity Interests.

“Pledgor” shall have the meaning assigned to such term in the Preamble hereof.

“Receivables” shall mean all (i) Accounts, (ii) Chattel Paper, (iii) Payment Intangibles, (iv) General Intangibles, (v) Instruments and (vi) all other rights to payment, whether or not earned by performance, for goods or other property sold, leased, licensed, assigned or otherwise disposed of, or services rendered or to be rendered, regardless of how classified under the UCC together with all of Pledgors’ rights, if any, in any goods or other property giving rise to such right to payment and all Collateral Support and Supporting Obligations related thereto and all Records relating thereto.

“Securities Account Control Agreement” shall mean an agreement in a form that is reasonably satisfactory to the Administrative Agent establishing the Administrative Agent’s Control with respect to any Securities Account.

“Securities Act” shall mean the Securities Act of 1933, as amended.

“Securities Collateral” shall mean, collectively, the Pledged Securities, the Intercompany Notes and the Distributions.

“Social Security Act” shall mean the Social Security Act (Pub. L. 74-271), 42 U.S.C. §§301, et seq., as the same now exists or may from time to time hereafter be amended, modified, recodified or supplemented, together with all rules, regulations and interpretations thereunder or related thereto.

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“Third Party Payor” shall mean any Person (such as a Fiscal Intermediary, Blue Cross/Blue Shield or a private health insurance company) which is obligated to reimburse or otherwise make payments to health care providers who provide medical care or medical assistance or other goods or services for eligible patients under Medicare, Medicaid or any other public or private insurance contract.

“Trademarks” shall mean, collectively, with respect to each Pledgor, all trademarks (including service marks), slogans, logos, certification marks, trade dress, uniform resource locations (URL’s), domain names, corporate names and trade names, whether registered or unregistered, owned by or assigned to such Pledgor and all registrations and applications for the foregoing (whether statutory or common law and whether established or registered in the United States or any other country or any political subdivision thereof), together with any and all (i) rights and privileges arising under applicable law with respect to such Pledgor’s use of any trademarks, (ii) reissues, continuations, extensions and renewals thereof and amendments thereto, (iii) income, fees, royalties, damages and payments now and hereafter due and/or payable thereunder and with respect thereto, including damages, claims and payments for past, present or future infringements thereof, (iv) rights corresponding thereto throughout the world and (v) rights to sue for past, present and future infringements thereof.

“Trademark Security Agreement” shall mean an agreement substantially in the form of Exhibit 5 hereto.

“UCC” shall mean the Uniform Commercial Code as in effect from time to time in the State of New York; provided, however, that, at any time, if by reason of mandatory provisions of law, any or all of the perfection or priority of the Administrative Agent’s and the Secured Parties’ security interest in any item or portion of the Pledged Collateral is governed by the Uniform Commercial Code as in effect in a jurisdiction other than the State of New York, the term “UCC” shall mean the Uniform Commercial Code as in effect, at such time, in such other jurisdiction for purposes of the provisions hereof relating to such perfection or priority and for purposes of definitions relating to such provisions.

“Voting Stock” means Equity Interests of the class or classes pursuant to which the holders thereof have the general voting power under ordinary circumstances to elect at least a majority of the board of directors, managers or trustees of a corporation (irrespective of whether or not at the time Equity Interests of any other class or classes shall have or might have voting power by reason or the happening of any contingency).

SECTION 1.2. Interpretation. The rules of interpretation specified in the Credit Agreement (including Section 1.02 thereof) shall be applicable to this Agreement.

SECTION 1.3. Resolution of Drafting Ambiguities. Each Pledgor acknowledges and agrees that it was represented by counsel in connection with the execution and delivery hereof, that it and its counsel reviewed and participated in the preparation and negotiation hereof and that any rule of construction to the effect that ambiguities are to be

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resolved against the drafting party (i.e., the Administrative Agent) shall not be employed in the interpretation hereof.

SECTION 1.4. Perfection Certificate. The Administrative Agent and each Secured Party agree that the Perfection Certificate and all descriptions of Pledged Collateral, schedules, amendments and supplements thereto are and shall at all times remain a part of this Agreement.

ARTICLE II

GRANT OF SECURITY AND OBLIGATIONS

SECTION 2.1. Grant of Security Interest. As collateral security for the payment and performance in full of all the Obligations, each Pledgor hereby pledges and grants to the Administrative Agent for the benefit of the Secured Parties, a lien on and security interest in all of the right, title and interest of such Pledgor in, to and under the following property, wherever located, and whether now existing or hereafter arising or acquired from time to time (collectively, the “Pledged Collateral”):

(i) all Accounts;

(ii) all Equipment, Goods, Inventory and Fixtures;

(iii) all Documents, Instruments and Chattel Paper;

(iv) all Letters of Credit and Letter-of-Credit Rights;

(v) all Securities Collateral;

(vi) all Investment Property;

(vii) all Intellectual Property Collateral;

(viii) the Commercial Tort Claims described on Schedule 12 to the Perfection Certificate;

(ix) all General Intangibles;

(x) all Money and all Deposit Accounts;

(xi) all Supporting Obligations;

(xii) all books and records relating to the Pledged Collateral; and

(xiii) to the extent not covered by clauses (i) through (xii) of this sentence, all other personal property of such Pledgor, whether tangible or intangible, and all Proceeds

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and products of each of the foregoing and all accessions to, substitutions and replacements for, and rents, profits and products of, each of the foregoing, any and all Proceeds of any insurance, indemnity, warranty or guaranty payable to such Pledgor from time to time with respect to any of the foregoing.

Notwithstanding anything to the contrary contained in clauses (i) through (xiii) above, the security interest created by this Agreement shall not extend to, and the term “Pledged Collateral” shall not include, any Excluded Property and (i) the Pledgors shall from time to time at the request of the Administrative Agent give written notice to the Administrative Agent identifying in reasonable detail the Excluded Property and shall provide to the Administrative Agent such other information regarding the Excluded Property as the Administrative Agent may reasonably request and (ii) from and after the Closing Date, no Pledgor shall permit to become effective in any document creating, governing or providing for any permit, license or agreement a provision that would prohibit the creation of a Lien on such permit, license or agreement in favor of the Administrative Agent unless such Pledgor believes, in its reasonable judgment, that such prohibition is usual and customary in transactions of such type.

SECTION 2.2. Filings.

(a) Each Pledgor hereby irrevocably authorizes the Administrative Agent at any time and from time to time to file in any relevant jurisdiction any financing statements (including fixture filings) and amendments thereto that contain the information required by Article 9 of the Uniform Commercial Code of each applicable jurisdiction for the filing of any financing statement or amendment relating to the Pledged Collateral, including (i) whether such Pledgor is an organization, the type of organization and any organizational identification number issued to such Pledgor, (ii) any financing or continuation statements or other documents without the signature of such Pledgor where permitted by law, including the filing of a financing statement describing the Pledged Collateral as “all assets now owned or hereafter acquired by the Pledgor or in which Pledgor otherwise has rights” and (iii) in the case of a financing statement filed as a fixture filing or covering Pledged Collateral constituting minerals or the like to be extracted or timber to be cut, a sufficient description of the real property to which such Pledged Collateral relates. Each Pledgor agrees to provide all information described in the immediately preceding sentence to the Administrative Agent promptly upon request by the Administrative Agent.

(b) Each Pledgor hereby ratifies its authorization for the Administrative Agent to file in any relevant jurisdiction any financing statements relating to the Pledged Collateral if filed prior to the date hereof.

(c) Each Pledgor hereby further authorizes the Administrative Agent to file filings with the United States Patent and Trademark Office or United States Copyright Office (or any successor office or any similar office in any other applicable country), including this Agreement, the Copyright Security Agreement, the Patent Security Agreement and the Trademark Security Agreement, or other documents for the purpose of perfecting, confirming, continuing, enforcing or protecting the security interest granted by such Pledgor hereunder,

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without the signature of such Pledgor, and naming such Pledgor, as debtor, and the Administrative Agent, as secured party.

ARTICLE III

PERFECTION; SUPPLEMENTS; FURTHER ASSURANCES;

USE OF PLEDGED COLLATERAL

SECTION 3.1. Delivery of Certificated Securities Collateral. Each Pledgor represents and warrants that all certificates representing or evidencing the Securities Collateral in existence on the date hereof have been delivered to the Administrative Agent in suitable form for transfer by delivery or accompanied by duly executed instruments of transfer or assignment in blank and that the Administrative Agent has a perfected first priority security interest therein. Each Pledgor hereby agrees that all certificates representing or evidencing Securities Collateral acquired by such Pledgor after the date hereof shall promptly (but in any event within thirty (30) days after receipt thereof by such Pledgor) be delivered to and held by or on behalf of the Administrative Agent pursuant hereto. All certificated Securities Collateral shall be in suitable form for transfer by delivery or shall be accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance reasonably satisfactory to the Administrative Agent. The Administrative Agent shall have the right, at any time upon the occurrence and during the continuance of any Event of Default, to endorse, assign or otherwise transfer to or to register in the name of the Administrative Agent or any of its nominees or endorse for negotiation any or all of the Securities Collateral, without any indication that such Securities Collateral is subject to the security interest hereunder. In addition, upon the occurrence and during the continuance of an Event of Default, the Administrative Agent shall have the right at any time to exchange certificates representing or evidencing Securities Collateral for certificates of smaller or larger denominations.

SECTION 3.2. Perfection of Uncertificated Securities Collateral. Each Pledgor represents and warrants that the Administrative Agent (assuming due filing of applicable UCC financing statement) has a perfected first priority security interest in all uncertificated Pledged Securities pledged by it hereunder that are in existence on the date hereof subject only to Permitted Liens. Each Pledgor hereby agrees that if any of the Pledged Securities are at any time not evidenced by certificates of ownership, then each applicable Pledgor shall, to the extent permitted by applicable law, (i) cause or, in the case of an issuer that is not a Pledgor, use commercially reasonable efforts to cause the issuer to execute and deliver to the Administrative Agent an acknowledgment of the pledge of such Pledged Securities substantially in the form of Exhibit 1 hereto or such other form that is reasonably satisfactory to the Administrative Agent, (ii) if necessary or desirable to perfect a security interest in such Pledged Securities, cause or, in the case of an issuer that is not a Pledgor, use commercially reasonable efforts to cause such pledge to be recorded on the equityholder register or the books of the issuer, execute any customary pledge forms or other documents necessary or appropriate to complete the pledge and give the Administrative Agent the right to transfer such Pledged Securities under the terms hereof, (iii) upon the reasonable request by the Administrative Agent, provide to the Administrative Agent an opinion of counsel, in form and substance reasonably satisfactory to the

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Administrative Agent, confirming such pledge and perfection thereof, and (iv) after the occurrence and during the continuance of any Event of Default, upon request by the Administrative Agent, (A) use commercially reasonable efforts to cause the Organization Documents of each such issuer that is a Subsidiary of the Borrower to be amended to provide that such Pledged Securities shall be treated as “securities” for purposes of the UCC and (B) cause such Pledged Securities to become certificated and delivered to the Administrative Agent in accordance with the provisions of Section 3.1.

SECTION 3.3. Financing Statements and Other Filings; Maintenance of Perfected Security Interest. Each Pledgor represents and warrants that all financing statements, agreements, instruments and other documents necessary to perfect the security interest granted by it to the Administrative Agent in respect of the Pledged Collateral have been delivered to the Administrative Agent in completed and, to the extent necessary or appropriate, duly executed form for filing in each governmental, municipal or other office specified in Schedule 6 to the Perfection Certificate. Each Pledgor agrees that at the sole cost and expense of the Pledgors, such Pledgor will maintain the security interest created by this Agreement in the Pledged Collateral as a perfected first priority security interest subject only to Permitted Liens and subject to the proper and timely filing of continuation statements by the Administrative Agent.

SECTION 3.4. Other Actions. In order to further ensure the attachment, perfection and priority of, and the ability of the Administrative Agent to enforce, the Administrative Agent’s security interest in the Pledged Collateral, each Pledgor represents and warrants (as to itself) as follows and agrees, in each case at such Pledgor’s own expense, to take the following actions with respect to the following Pledged Collateral:

(a) Instruments and Tangible Chattel Paper. As of the date hereof, no amounts payable under or in connection with any of the Pledged Collateral are evidenced by any Instrument or Tangible Chattel Paper other than such Instruments and Tangible Chattel Paper listed in Schedule 10 to the Perfection Certificate. Each Instrument and each item of Tangible Chattel Paper listed in Schedule 10 to the Perfection Certificate has been properly endorsed, assigned and delivered to the Administrative Agent, accompanied by instruments of transfer or assignment duly executed in blank. If any amount then payable under or in connection with any of the Pledged Collateral shall be evidenced by any Instrument or Tangible Chattel Paper, and such amount, together with all amounts payable evidenced by any Instrument or Tangible Chattel Paper not previously delivered to the Administrative Agent exceeds $1,000,000 in the aggregate for all Pledgors, the Pledgor acquiring such Instrument or Tangible Chattel Paper shall promptly (but in any event within thirty (30) days after receipt thereof) endorse, assign and deliver the same to the Administrative Agent, accompanied by such instruments of transfer or assignment duly executed in blank as the Administrative Agent may from time to time specify.

(b) Deposit Accounts. As of the date hereof, no Pledgor has any Deposit Accounts other than the accounts listed in Schedule 13 to the Perfection Certificate. Assuming the due execution of Deposit Account Control Agreements, the Administrative

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Agent has a first priority security interest in each such Deposit Account (other than Excluded Accounts), which security interest is perfected by Control. Each Pledgor shall establish and maintain one or more Deposit Accounts into which such Pledgor shall promptly deposit, and shall direct each Fiscal Intermediary or other Third Party Payor, in accordance with applicable law, including, without limitation, the Medicare and Medicaid regulations, to directly remit, all payments in respect of any Medicare Accounts or Medicaid Accounts (the “Medicare and Medicaid Accounts”). Such Medicare and Medicaid Accounts shall be under the sole control of the applicable Pledgor; provided that, except with respect to the SunTrust Deposit Accounts, on each Business Day the Pledgors shall remit, or authorize, direct and instruct the depository banks at which such separate deposit accounts are maintained to remit, by federal funds wire transfer all funds received or deposited into such deposit accounts (to the extent such funds are available funds) to one of the Deposit Accounts subject to the Administrative Agent’s Control. Upon request of the Administrative Agent, the applicable Pledgor shall remit all available funds from each SunTrust Deposit Account by federal funds wire transfer to a Deposit Account subject to the Administrative Agent’s Control. No Pledgor shall hereafter establish and maintain any Deposit Account (other than Excluded Accounts) unless (1) it shall have given the Administrative Agent 30 days’ prior written notice of its intention to establish such new Deposit Account with a Bank, (2) such Bank shall be reasonably acceptable to the Administrative Agent and (3) such Bank and such Pledgor shall have duly executed and delivered to the Administrative Agent a Deposit Account Control Agreement with respect to such Deposit Account. The Administrative Agent agrees with each Pledgor that the Administrative Agent shall not give any instructions directing the disposition of funds from time to time credited to any Deposit Account (other than Excluded Accounts) or withhold any withdrawal rights from such Pledgor with respect to funds from time to time credited to any Deposit Account (other than Excluded Accounts) unless an Event of Default has occurred and is continuing. Each Pledgor agrees that once the Administrative Agent sends an instruction or notice to a Bank exercising its Control over any Deposit Account (other than Excluded Accounts) such Pledgor shall not give any instructions or orders with respect to such Deposit Account including, without limitation, instructions for distribution or transfer of any funds in such Deposit Account. No Pledgor shall grant Control of any Deposit Account to any person other than the Administrative Agent.

(c) Securities Accounts and Commodity Accounts. (i) As of the date hereof, no Pledgor has any Securities Accounts or Commodity Accounts other than those listed in Schedule 13 to the Perfection Certificate. Assuming the due execution of Securities Account Control Agreements or Commodity Account Control Agreements, the Administrative Agent has a first priority security interest in each such Securities Account and Commodity Account (other than Excluded Accounts), which security interest is perfected by Control. No Pledgor shall hereafter establish and maintain any Securities Account or Commodity Account with any Securities Intermediary or Commodity Intermediary (other than Excluded Accounts) unless (1) it shall have given the Administrative Agent 30 days’ prior written notice of its intention to establish such new

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Securities Account or Commodity Account with such Securities Intermediary or Commodity Intermediary, (2) such Securities Intermediary or Commodity Intermediary shall be reasonably acceptable to the Administrative Agent and (3) such Securities Intermediary or Commodity Intermediary, as the case may be, and such Pledgor shall have duly executed and delivered a Control Agreement with respect to such Securities Account or Commodity Account, as the case may be. Each Pledgor shall accept any cash and Investment Property in trust for the benefit of the Administrative Agent and within three (3) Business Days of actual receipt thereof, deposit any and all cash and Investment Property received by it into a Deposit Account or Securities Account subject to Administrative Agent’s Control. The Administrative Agent agrees with each Pledgor that the Administrative Agent shall not give any Entitlement Orders or instructions or directions to any issuer of uncertificated securities, Securities Intermediary or Commodity Intermediary, and shall not withhold its consent to the exercise of any withdrawal or dealing rights by such Pledgor, unless an Event of Default has occurred and is continuing or, after giving effect to any such investment and withdrawal rights, would occur. Each Pledgor agrees that once the Administrative Agent sends an instruction or notice to a Securities Intermediary or Commodity Intermediary exercising its Control over any Securities Account and Commodity Account such Pledgor shall not give any instructions or orders with respect to such Securities Account and Commodity Account including, without limitation, instructions for investment, distribution or transfer of any Investment Property or financial asset maintained in such Securities Account or Commodity Account. No Pledgor shall grant Control over any Investment Property to any person other than the Administrative Agent.

(ii) As between the Administrative Agent and the Pledgors, the Pledgors shall bear the investment risk with respect to the Investment Property and Pledged Securities, and the risk of loss of, damage to, or the destruction of the Investment Property and Pledged Securities, whether in the possession of, or maintained as a Security Entitlement or deposit by, or subject to the Control of, the Administrative Agent, a Securities Intermediary, a Commodity Intermediary, any Pledgor or any other person.

(d) Electronic Chattel Paper and Transferable Records. As of the date hereof, no amount under or in connection with any of the Pledged Collateral is evidenced by any Electronic Chattel Paper or any “transferable record” (as that term is defined in Section 201 of the Federal Electronic Signatures in Global and National Commerce Act, or in Section 16 of the Uniform Electronic Transactions Act as in effect in any relevant jurisdiction) other than such Electronic Chattel Paper and transferable records listed in Schedule 10 to the Perfection Certificate. If any amount payable under or in connection with any of the Pledged Collateral shall be evidenced by any Electronic Chattel Paper or any transferable record, the Pledgor acquiring such Electronic Chattel Paper or transferable record shall promptly notify the Administrative Agent thereof and shall take such action as the Administrative Agent may reasonably request to vest in the Administrative Agent control of such Electronic Chattel Paper under Section 9-105 of the UCC or control under Section 201 of the Federal Electronic Signatures in Global and

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National Commerce Act or, as the case may be, Section 16 of the Uniform Electronic Transactions Act, as so in effect in such jurisdiction, of such transferable record. The requirement in the preceding sentence shall not apply to the extent that such amount, together with all amounts payable evidenced by Electronic Chattel Paper or any transferable record in which the Administrative Agent has not been vested control within the meaning of the statutes described in the immediately preceding sentence, does not exceed $1,000,000 in the aggregate for all Pledgors. The Administrative Agent agrees with such Pledgor that the Administrative Agent will arrange, pursuant to procedures satisfactory to the Administrative Agent and so long as such procedures will not result in the Administrative Agent’s loss of control, for the Pledgor to make alterations to the Electronic Chattel Paper or transferable record permitted under Section 9-105 of the UCC or, as the case may be, Section 201 of the Federal Electronic Signatures in Global and National Commerce Act or Section 16 of the Uniform Electronic Transactions Act for a party in control to allow without loss of control, unless an Event of Default has occurred and is continuing or would occur after taking into account any action by such Pledgor with respect to such Electronic Chattel Paper or transferable record.

(e) Letter-of-Credit Rights. If any Pledgor is at any time a beneficiary under a Letter of Credit now or hereafter issued, such Pledgor shall promptly notify the Administrative Agent thereof and such Pledgor shall, upon the occurrence and during the continuation of an Event of Default, at the request of the Administrative Agent, pursuant to an agreement in form and substance reasonably satisfactory to the Administrative Agent, either (i) arrange for the issuer and any confirmer of such Letter of Credit to consent to an assignment to the Administrative Agent of the proceeds of any drawing under the Letter of Credit or (ii) arrange for the Administrative Agent to become the transferee beneficiary of such Letter of Credit, with the Administrative Agent agreeing, in each case, that the proceeds of any drawing under the Letter of Credit are to be applied as provided in the Credit Agreement. The actions in the preceding sentence shall not be required to the extent that the amount of any such Letter of Credit, together with the aggregate amount of all other Letters of Credit for which the actions described above in clauses (i) and (ii) have not been taken, does not exceed $1,000,000 in the aggregate for all Pledgors.

(f) Commercial Tort Claims. As of the date hereof, each Pledgor hereby represents and warrants that it holds no Commercial Tort Claims other than those listed in Schedule 12 to the Perfection Certificate. If any Pledgor shall at any time hold or acquire a Commercial Tort Claim, such Pledgor shall promptly (but in any event within 30 days after acquisition thereof) notify the Administrative Agent in writing signed by such Pledgor of the brief details thereof and grant to the Administrative Agent in such writing a security interest therein and in the Proceeds thereof, all upon the terms of this Agreement, with such writing to be in form and substance reasonably satisfactory to the Administrative Agent. The requirement in the preceding sentence shall not apply to the extent that the amount of such Commercial Tort Claim, together with the amount of all other Commercial Tort Claims held by any Pledgor in which the Administrative Agent

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does not have a security interest, does not exceed $1,000,000 in the aggregate for all Pledgors.

(g) Motor Vehicles. Upon the request of the Administrative Agent, each Pledgor shall deliver to the Administrative Agent originals of the certificates of title or ownership for the motor vehicles (and any other Equipment covered by certificates of title or ownership) owned by it, with the Administrative Agent listed as lienholder therein. Such requirement shall not apply if any such motor vehicle (or any such other Equipment) is valued at less than $50,000, provided that the aggregate value of all motor vehicles (and such Equipment) as to which any Pledgor has not delivered a certificate of title or ownership is less than $1,000,000.

(h) Material Contracts. Each Grantor will perform and comply in all material respects with all its obligations under the Material Contracts. Each Grantor will not amend, modify, terminate (other than in accordance with its terms), waive or fail to enforce any provision of any Material Contract in any manner which could reasonably be expected to have a Material Adverse Effect. Each Grantor will deliver to the Administrative Agent a copy of each demand, notice or document received by it relating in any way to any Material Contract which could reasonably be expected to have a Material Adverse Effect.

SECTION 3.5. Joinder of Additional Guarantors. The Pledgors shall cause each Subsidiary of the Borrower which, from time to time, after the date hereof shall be required to pledge any assets to the Administrative Agent for the benefit of the Secured Parties pursuant to the provisions of the Credit Agreement, (a) to execute and deliver to the Administrative Agent (i) a Joinder Agreement substantially in the form of Exhibit A to the Guaranty and (ii) a Perfection Certificate, in each case, within thirty (30) days of the date on which it was acquired or created or (b) in the case of a Subsidiary organized outside of the United States required to pledge any assets to the Administrative Agent, to execute and deliver to the Administrative Agent such documentation as the Administrative Agent shall reasonably request and, in each case with respect to clauses (a) and (b) above and, in each case, upon such execution and delivery, such Subsidiary shall constitute a “Guarantor” and a “Pledgor” for all purposes hereunder with the same force and effect as if originally named as a Guarantor and Pledgor herein. The execution and delivery of such Joinder Agreement shall not require the consent of any Pledgor hereunder. The rights and obligations of each Pledgor hereunder shall remain in full force and effect notwithstanding the addition of any new Guarantor and Pledgor as a party to this Agreement.

SECTION 3.6. Supplements; Further Assurances. Each Pledgor shall take such further actions, and execute and/or deliver to the Administrative Agent such additional financing statements, amendments, assignments, agreements, supplements, powers and instruments, as the Administrative Agent may in its reasonable judgment deem necessary or appropriate in order to create, perfect, preserve and protect the security interest in the Pledged Collateral as provided herein and the rights and interests granted to the Administrative Agent hereunder, to carry into effect the purposes hereof or better to assure and confirm the validity,

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enforceability and priority of the Administrative Agent’s security interest in the Pledged Collateral or permit the Administrative Agent to exercise and enforce its rights, powers and remedies hereunder with respect to any Pledged Collateral, including the filing of financing statements, continuation statements and other documents (including this Agreement) under the Uniform Commercial Code (or other similar laws) in effect in any jurisdiction with respect to the security interest created hereby and the execution and delivery of Control Agreements, all in form reasonably satisfactory to the Administrative Agent and in such offices (including the United States Patent and Trademark Office and the United States Copyright Office) wherever required by law to perfect, continue and maintain the validity, enforceability and priority of the security interest in the Pledged Collateral as provided herein and to preserve the other rights and interests granted to the Administrative Agent hereunder, as against third parties, with respect to the Pledged Collateral. Without limiting the generality of the foregoing, each Pledgor shall make, execute, endorse, acknowledge, file or refile and/or deliver to the Administrative Agent from time to time upon reasonable request by the Administrative Agent such lists, schedules, descriptions and designations of the Pledged Collateral, copies of warehouse receipts, receipts in the nature of warehouse receipts, bills of lading, documents of title, vouchers, invoices, schedules, confirmatory assignments, supplements, additional security agreements, conveyances, financing statements, transfer endorsements, powers of attorney, certificates, reports and other assurances or instruments as the Administrative Agent shall reasonably request. If an Event of Default has occurred and is continuing, the Administrative Agent may institute and maintain, in its own name or in the name of any Pledgor, such suits and proceedings as the Administrative Agent may be advised by counsel shall be reasonably necessary or expedient to prevent any impairment of the security interest in or the perfection thereof in the Pledged Collateral. All of the foregoing shall be at the sole cost and expense of the Pledgors.

SECTION 3.7. Pledgor Changes; Information Regarding Collateral. No Pledgor shall effect any change (i) in any Pledgor’s legal name, (ii) in the location of any Pledgor’s chief executive office, (iii) in any Pledgor’s identity or organizational structure, (iv) in any Pledgor’s Federal Taxpayer Identification Number or organizational identification number, if any, or (v) in any Pledgor’s jurisdiction of organization (in each case, including by merging with or into any other entity, reorganizing, dissolving, liquidating, reorganizing or organizing in any other jurisdiction), until (A) it shall have given the Administrative Agent not less than 15 days’ prior written notice (in the form of an certificate from a Responsible Officer), or such lesser notice period agreed to by the Administrative Agent, of its intention so to do, clearly describing such change and providing such other information in connection therewith as the Administrative Agent may reasonably request and (B) it shall have taken all action reasonably satisfactory to the Administrative Agent to maintain the perfection and priority of the security interest of the Administrative Agent for the benefit of the Secured Parties in the Collateral, if applicable. Each Pledgor agrees to promptly provide the Administrative Agent with certified Organization Documents reflecting any of the changes described in the preceding sentence.

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ARTICLE IV

REPRESENTATIONS, WARRANTIES AND COVENANTS

Each Pledgor represents, warrants and covenants as follows:

SECTION 4.1. Title. Except for the security interest granted to the Administrative Agent for the benefit of the Secured Parties pursuant to this Agreement and Permitted Liens, such Pledgor owns and has rights and, as to Pledged Collateral acquired by it from time to time after the date hereof, will own and have rights in each item of Pledged Collateral pledged by it hereunder, free and clear of any and all Liens or claims of others other than with respect to Pledged Securities for restrictions on transfer imposed by applicable state and federal securities laws. In addition, no Liens or claims exist on the Securities Collateral, other than Permitted Liens and except with respect to Pledged Securities for restrictions on transfer pursuant to applicable federal and state securities laws.

SECTION 4.2. Validity of Security Interest. The security interest in and Lien on the Pledged Collateral granted to the Administrative Agent for the benefit of the Secured Parties hereunder constitutes (a) a legal and valid security interest in all the Pledged Collateral securing the payment and performance of the Obligations, and (b) subject to the filings and other actions described in Schedule 6 to the Perfection Certificate (to the extent required to be listed on the schedules to the Perfection Certificate as of the date this representation is made or deemed made), a perfected security interest in all the Pledged Collateral (other than with respect to real property leases). The security interest and Lien granted to the Administrative Agent for the benefit of the Secured Parties pursuant to this Agreement in and on the Pledged Collateral will at all times constitute a perfected, continuing security interest therein (other than with respect to real property leases), prior to all other Liens on the Pledged Collateral except for Permitted Liens and with respect to the Pledged Securities, to restrictions on transfer under applicable state and federal securities laws, subject to the filing of continuation statements as required by applicable law.

SECTION 4.3. Defense of Claims; Transferability of Pledged Collateral. Subject to Section 7.09 of the Credit Agreement, each Pledgor shall, at its own cost and expense, defend title to the Pledged Collateral pledged by it hereunder and the security interest therein and Lien thereon granted to the Administrative Agent and the priority thereof against all claims and demands of all persons, at its own cost and expense, at any time claiming any interest therein adverse to the Administrative Agent or any other Secured Party other than Permitted Liens. Subject to Section 7.09 of the Credit Agreement, there is no agreement, order, judgment or decree, and no Pledgor shall enter into any agreement or take any other action, that would restrict the transferability of any of the Pledged Collateral or otherwise impair or conflict with such Pledgor’s obligations or the rights of the Administrative Agent hereunder.

SECTION 4.4. Other Financing Statements. It has not filed, nor authorized any third party to file (nor will there be), any valid or effective financing statement (or similar statement, instrument of registration or public notice under the law of any jurisdiction) covering

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or purporting to cover any interest of any kind in the Pledged Collateral, except such as have been filed in favor of the Administrative Agent pursuant to this Agreement or in favor of any holder of a Permitted Lien with respect to such Permitted Lien or financing statements or public notices relating to the termination statements listed on Schedule 8(a) to the Perfection Certificate. No Pledgor shall execute, authorize or permit to be filed in any public office any financing statement (or similar statement, instrument of registration or public notice under the law of any jurisdiction) relating to any Pledged Collateral, except financing statements and other statements and instruments filed or to be filed in respect of and covering the security interests granted by such Pledgor to the Administrative Agent or the holder of the Permitted Liens.

SECTION 4.5. Location of Inventory and Equipment. It shall not move any Equipment or Inventory to any location, other than any location that is listed in the relevant Schedules to the Perfection Certificate and other than moves to new locations in the ordinary course of business, unless it shall have given the Administrative Agent not less than 15 days’ prior written notice (in the form of a certificate of a Responsible Officer) of its intention so to do, clearly describing such new location and providing such other information in connection therewith as the Administrative Agent may request; provided that in no event shall any Equipment or Inventory be moved to any location outside of the continental United States.

SECTION 4.6. Due Authorization and Issuance. All of the Pledged Securities existing on the date hereof have been, and to the extent any Pledged Securities are hereafter issued, such Pledged Securities will be, upon such issuance, duly authorized, validly issued and fully paid and non-assessable to the extent applicable. There is no amount or other obligation owing by any Pledgor to any issuer of the Pledged Securities in exchange for or in connection with the issuance of the Pledged Securities or any Pledgor’s status as a partner or a member of any issuer of the Pledged Securities other than with respect to the Joint Venture Entities, as set forth in the Organization Documents of such Joint Venture Entity.

SECTION 4.7. Consents, etc. In the event that the Administrative Agent desires to exercise any remedies, voting or consensual rights or attorney-in-fact powers set forth in this Agreement and determines it necessary to obtain any approvals or consents of any Governmental Authority or Joint Venture Entity or any other person therefor, then, upon the reasonable request of the Administrative Agent, such Pledgor agrees to use its commercially reasonable efforts to assist and aid the Administrative Agent to obtain as soon as practicable any necessary approvals or consents for the exercise of any such remedies, rights and powers.

SECTION 4.8. Pledged Collateral. All information set forth herein, including the schedules hereto, and all information contained in any documents, schedules and lists heretofore delivered to any Secured Party, including the Perfection Certificate and the schedules thereto, in connection with this Agreement, in each case, relating to the Pledged Collateral, is accurate and complete in all material respects. The Pledged Collateral described on the schedules to the Perfection Certificate constitutes all of the material property of such type of Pledged Collateral owned or held by the Pledgors.

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SECTION 4.9. Insurance. In the event that the proceeds of any insurance claim are paid to any Pledgor after the Administrative Agent has exercised its right to foreclose after an Event of Default, such Net Cash Proceeds shall be held in trust for the benefit of the Administrative Agent and immediately after receipt thereof shall be paid to the Administrative Agent for application in accordance with the Credit Agreement.

SECTION 4.10. Material Contracts. Each Material Contract is in full force and effect and constitutes a valid and legally enforceable obligation of the parties thereto, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing. No Pledgor is in default in the performance or observance of any of the terms of any Material Contract, except as could not reasonably be expected to have a Material Adverse Effect. The right, title and interest of each Pledgor in, to and under the Material Contracts are not subject to any defenses, offsets, counterclaims or claims that could reasonably be expected to have a Material Adverse Effect. Each Pledgor has delivered to the Administrative Agent a complete and correct copy of each Material Contract, including all amendments, supplements and other modifications thereto.

ARTICLE V

CERTAIN PROVISIONS CONCERNING SECURITIES COLLATERAL

SECTION 5.1. Pledge of Additional Securities Collateral. Each Pledgor shall, upon obtaining any Pledged Securities or Intercompany Notes of any person, accept the same in trust for the benefit of the Administrative Agent and promptly (but in any event within thirty (30) days after receipt thereof) deliver to the Administrative Agent a pledge amendment, duly executed by such Pledgor, in substantially the form of Exhibit 2 hereto (each, a “Pledge Amendment”), and the certificates and other documents required under Section 3.1 and Section 3.2 hereof in respect of the additional Pledged Securities or Intercompany Notes which are to be pledged pursuant to this Agreement, and confirming the attachment of the Lien hereby created on and in respect of such additional Pledged Securities or Intercompany Notes. Each Pledgor hereby authorizes the Administrative Agent to attach each Pledge Amendment to this Agreement and agrees that all Pledged Securities or Intercompany Notes listed on any Pledge Amendment delivered to the Administrative Agent shall for all purposes hereunder be considered Pledged Collateral.

SECTION 5.2. Voting Rights; Distributions; etc.

(a) So long as no Event of Default shall have occurred and be continuing:

(i) Each Pledgor shall be entitled to exercise any and all voting and other consensual rights pertaining to the Securities Collateral or any part thereof for any purpose not inconsistent with the terms or purposes hereof, the Credit Agreement or any other document evidencing the Obligations; provided, however, that no Pledgor shall in

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any event exercise such rights in any manner which could reasonably be expected to have a Material Adverse Effect.

(ii) Each Pledgor shall be entitled to receive and retain, and to utilize free and clear of the Lien hereof, any and all Distributions, but only if and to the extent made in accordance with the provisions of the Credit Agreement; provided, however, that any and all such Distributions consisting of rights or interests in the form of securities shall be forthwith delivered to the Administrative Agent to hold as Pledged Collateral and shall, if received by any Pledgor, be received in trust for the benefit of the Administrative Agent, be segregated from the other property or funds of such Pledgor and be promptly (but in any event within thirty (30) days after receipt thereof) delivered to the Administrative Agent as Pledged Collateral in the same form as so received (with any necessary endorsement).

(b) So long as no Event of Default shall have occurred and be continuing, the Administrative Agent shall be deemed without further action or formality to have granted to each Pledgor all necessary consents relating to voting rights and shall, if necessary, upon written request of any Pledgor and at the sole cost and expense of the Pledgors, from time to time execute and deliver (or cause to be executed and delivered) to such Pledgor all such instruments as such Pledgor may reasonably request in order to permit such Pledgor to exercise the voting and other rights which it is entitled to exercise pursuant to Section 5.2(a)(i) hereof and to receive the Distributions which it is authorized to receive and retain pursuant to Section 5.2(a)(ii) hereof.

(c) Upon the occurrence and during the continuance of any Event of Default:

(i) All rights of each Pledgor to exercise the voting and other consensual rights it would otherwise be entitled to exercise pursuant to Section 5.2(a)(i) hereof shall immediately cease, and all such rights shall thereupon become vested in the Administrative Agent, which shall thereupon have the sole right to exercise such voting and other consensual rights; provided that, with respect to the Joint Venture Entities, to the extent the Organization Documents of the Joint Venture Entities do not permit the Administrative Agent to exercise such voting and other consensual rights, the applicable Pledgor shall retain such voting and other consensual rights it is entitled to exercise under the Organization Documents of such entities; provided, however, that no Pledgor shall in any event exercise such rights in any manner which could reasonably be expected to have a Material Adverse Effect.

(ii) All rights of each Pledgor to receive Distributions which it would otherwise be authorized to receive and retain pursuant to Section 5.2(a)(ii) hereof shall immediately cease and all such rights shall thereupon become vested in the Administrative Agent, which shall thereupon have the sole right to receive and hold as Pledged Collateral such Distributions.

(iii) Notwithstanding the foregoing, the remedies described in Sections 5.2(c)(i) and (ii) shall not apply with respect to Securities Collateral constituting Equity

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Interests in any Joint Venture Entity unless, to the extent required by the Organization Document of such Joint Venture Entity, consented to by (x) the members of such Joint Venture Entity and/or (y) the board of managers of such Joint Venture Entity; provided, in each case, that the consent of any Pledgor shall not be withheld or delayed.

(d) Each Pledgor shall, at its sole cost and expense, from time to time execute and deliver to the Administrative Agent appropriate instruments as the Administrative Agent may reasonably request in order to permit the Administrative Agent to exercise the voting and other rights which it may be entitled to exercise pursuant to Section 5.2(c)(i) hereof and to receive all Distributions which it may be entitled to receive under Section 5.2(c)(ii) hereof.

(e) All Distributions which are received by any Pledgor contrary to the provisions of Section 5.2(a)(ii) hereof shall be received in trust for the benefit of the Administrative Agent, shall be segregated from other funds of such Pledgor and shall immediately be paid over to the Administrative Agent as Pledged Collateral in the same form as so received (with any necessary endorsement).

SECTION 5.3. Defaults, etc. Each Pledgor hereby represents and warrants that (i) such Pledgor is not in default in the payment of any portion of any mandatory capital contribution, if any, required to be made under any agreement to which such Pledgor is a party relating to the Pledged Securities pledged by it, and such Pledgor is not in violation of any other provisions of any such agreement to which such Pledgor is a party, or otherwise in default or violation thereunder except for such defaults or violations that could not reasonably be expected to result in a Material Adverse Effect, (ii) no Securities Collateral pledged by such Pledgor is subject to any defense, offset or counterclaim, nor have any of the foregoing been asserted or alleged against such Pledgor by any person with respect thereto, and (iii) as of the date hereof, there are no certificates, instruments, documents or other writings (other than the Organization Documents and certificates representing such Pledged Securities that have been delivered to the Administrative Agent) which evidence any Pledged Securities of such Pledgor.

SECTION 5.4. Certain Agreements of Pledgors As Issuers and Holders of Equity Interests.

(a) In the case of each Pledgor which is an issuer of Securities Collateral, such Pledgor agrees to be bound by the terms of this Agreement relating to the Securities Collateral issued by it and will comply with such terms insofar as such terms are applicable to it.

(b) In the case of each Pledgor which is a partner, shareholder or member, as the case may be, in a partnership, limited liability company or other entity, such Pledgor hereby consents to the extent required by the applicable Organization Document to the pledge by each other Pledgor, pursuant to the terms hereof, of the Pledged Securities in such partnership, limited liability company or other entity and, upon the occurrence and during the continuance of an Event of Default, to the transfer of such Pledged Securities to the Administrative Agent or its nominee and to the substitution of the Administrative Agent or its nominee as a substituted partner, shareholder or member in such partnership, limited liability company or other entity

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with all the rights, powers and duties of a general partner, limited partner, shareholder or member, as the case may be.

ARTICLE VI

CERTAIN PROVISIONS CONCERNING INTELLECTUAL

PROPERTY COLLATERAL

SECTION 6.1. Grant of Intellectual Property License. For the purpose of enabling the Administrative Agent, during the continuance of an Event of Default, to exercise rights and remedies under Article IX hereof at such time as the Administrative Agent shall be lawfully entitled to exercise such rights and remedies, and for no other purpose, each Pledgor hereby grants to the Administrative Agent, to the extent assignable, an irrevocable, non-exclusive license to use, assign, license or sublicense any of the Intellectual Property Collateral now owned or hereafter acquired by such Pledgor, wherever the same may be located. Such license shall include access to all media in which any of the licensed items may be recorded or stored and to all computer programs used for the compilation or printout hereof.

SECTION 6.2. Protection of Administrative Agent’s Security. On a continuing basis, each Pledgor shall, at its sole cost and expense, (i) promptly following its becoming aware thereof, notify the Administrative Agent of any material adverse determination in any proceeding or the institution of any proceeding in any federal, state or local court or administrative body or in the United States Patent and Trademark Office or the United States Copyright Office regarding any Material Intellectual Property Collateral, such Pledgor’s right to register such Material Intellectual Property Collateral or its right to keep and maintain such registration in full force and effect, (ii) maintain all Material Intellectual Property Collateral as presently used and operated, (iii) not permit to lapse or become abandoned any Material Intellectual Property Collateral, and not settle or compromise any pending or future litigation or administrative proceeding with respect to any such Material Intellectual Property Collateral, in either case except as shall be consistent with commercially reasonable business judgment, (iv) upon such Pledgor obtaining knowledge thereof, promptly notify the Administrative Agent in writing of any event which may be reasonably expected to materially and adversely affect the value or utility of any Material Intellectual Property Collateral or the rights and remedies of the Administrative Agent in relation thereto including a levy or any legal process against any Material Intellectual Property Collateral, (v) not license any Material Intellectual Property Collateral other than licenses entered into by such Pledgor in, or incidental to, the ordinary course of business, or amend or permit the amendment of any of such licenses in a manner that materially and adversely affects the right to receive payments thereunder, or in any manner that would materially impair the value of any Material Intellectual Property Collateral or the Lien on and security interest in the Material Intellectual Property Collateral created therein hereby, without the consent of the Administrative Agent, (vi) diligently keep adequate records respecting all Material Intellectual Property Collateral and (vii) furnish to the Administrative Agent from time to time upon the Administrative Agent’s reasonable request therefor reasonably detailed statements and amended schedules further identifying and describing the Material Intellectual

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Property Collateral and such other materials evidencing or reports pertaining to any Material Intellectual Property Collateral as the Administrative Agent may from time to time request.

SECTION 6.3. After-Acquired Property. If any Pledgor shall at any time after the date hereof (i) obtain any rights to any additional Material Intellectual Property Collateral or (ii) become entitled to the benefit of any additional Material Intellectual Property Collateral or any renewal or extension thereof, including any reissue, division, continuation, or continuation-in-part of any Material Intellectual Property Collateral, or any improvement on any Material Intellectual Property Collateral, or if any intent-to use trademark application is no longer subject to clause (c) of the definition of Excluded Property, the provisions hereof shall automatically apply thereto and any such item enumerated in the preceding clause (i) or (ii) shall automatically constitute Intellectual Property Collateral as if such would have constituted Intellectual Property Collateral at the time of execution hereof and be subject to the Lien and security interest created by this Agreement without further action by any party. Upon the request by the Administrative Agent, each Pledgor shall promptly provide to the Administrative Agent written notice of any of the foregoing and confirm the attachment of the Lien and security interest created by this Agreement to any rights described in clauses (i) and (ii) above by execution of an instrument in form reasonably acceptable to the Administrative Agent and the filing of any instruments or statements as shall be reasonably necessary to create, preserve, protect or perfect the Administrative Agent’s security interest in such Material Intellectual Property Collateral. Further, each Pledgor authorizes the Administrative Agent to modify this Agreement by amending Schedules 11(a), 11(b) and 11(c) to the Perfection Certificate to include any Material Intellectual Property Collateral of such Pledgor acquired or arising after the date hereof.

SECTION 6.4. Litigation. Unless there shall occur and be continuing any Event of Default, each Pledgor shall have the right to commence and prosecute in its own name, as the party in interest, for its own benefit and at the sole cost and expense of the Pledgors, such applications for protection of the Intellectual Property Collateral and suits, proceedings or other actions to prevent the infringement, counterfeiting, unfair competition, dilution, diminution in value or other damage as are necessary to protect the Intellectual Property Collateral. Upon the occurrence and during the continuance of any Event of Default, the Administrative Agent shall have the right but shall in no way be obligated to file applications for protection of the Intellectual Property Collateral and/or bring suit in the name of any Pledgor, the Administrative Agent or the Secured Parties to enforce the Intellectual Property Collateral and any license thereunder. In the event of such suit, each Pledgor shall, at the reasonable request of the Administrative Agent, do any and all lawful acts and execute any and all documents requested by the Administrative Agent in aid of such enforcement and the Pledgors shall promptly reimburse and indemnify the Administrative Agent for all costs and expenses incurred by the Administrative Agent in the exercise of its rights under this Section 6.4 in accordance with Section 10.04 of the Credit Agreement. In the event that the Administrative Agent shall elect not to bring suit to enforce the Intellectual Property Collateral, each Pledgor agrees, at the reasonable request of the Administrative Agent, to take all commercially reasonable actions necessary, whether by suit, proceeding or other action, to prevent the infringement, counterfeiting, unfair

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competition, dilution, diminution in value of or other damage to any of the Intellectual Property Collateral by any person.

ARTICLE VII

CERTAIN PROVISIONS CONCERNING RECEIVABLES

SECTION 7.1. Maintenance of Records. Each Pledgor shall keep and maintain at its own cost and expense complete records of each Receivable, in a manner consistent with ordinary business practice, including records of all payments received, all credits granted thereon, all merchandise returned and all other documentation relating thereto. Each Pledgor shall, at such Pledgor’s sole cost and expense, upon the Administrative Agent’s demand made at any time after the occurrence and during the continuance of any Event of Default, deliver all tangible evidence of Receivables, including all documents evidencing Receivables and any books and records relating thereto to the Administrative Agent or to its representatives (copies of which evidence and books and records may be retained by such Pledgor). Upon the occurrence and during the continuance of any Event of Default, the Administrative Agent may transfer a full and complete copy of any Pledgor’s books, records, credit information, reports, memoranda and all other writings relating to the Receivables to and for the use by any person that has acquired or is contemplating acquisition of an interest in the Receivables or the Administrative Agent’s security interest therein without the consent of any Pledgor.

SECTION 7.2. Legend. Each Pledgor shall legend, at the request of the Administrative Agent and in form and manner satisfactory to the Administrative Agent, the Receivables and the other books, records and documents of such Pledgor evidencing or pertaining to the Receivables with an appropriate reference to the fact that the Receivables have been assigned to the Administrative Agent for the benefit of the Secured Parties and that the Administrative Agent has a security interest therein.

SECTION 7.3. Modification of Terms, etc. No Pledgor shall rescind or cancel any obligations evidenced by any Receivable or modify any term thereof or make any adjustment with respect thereto except in the ordinary course of business, or extend or renew any such obligations except in the ordinary course of business or compromise or settle any dispute, claim, suit or legal proceeding relating thereto or sell any Receivable or interest therein except in the ordinary course of business without the prior written consent of the Administrative Agent. Each Pledgor shall timely fulfill all obligations on its part to be fulfilled under or in connection with the Receivables.

SECTION 7.4. Collection. Each Pledgor shall use its commercially reasonable efforts to collect from the Account Debtor of each of the Receivables, as and when due in the ordinary course of business (including Receivables that are delinquent, such Receivables to be collected in accordance with generally accepted commercial collection procedures), any and all amounts owing under or on account of such Receivable, and apply forthwith upon receipt thereof all such amounts as are so collected to the outstanding balance of such Receivable, except that any Pledgor may, with respect to a Receivable, allow in the

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ordinary course of business (i) a refund or credit due as a result of returned or damaged or defective merchandise and (ii) such extensions of time to pay amounts due in respect of Receivables and such other modifications of payment terms or settlements in respect of Receivables as shall be commercially reasonable in the circumstances, all in accordance with such Pledgor’s ordinary course of business consistent with its collection practices as in effect from time to time. The costs and expenses (including attorneys’ fees) of collection, in any case, whether incurred by any Pledgor, the Administrative Agent or any Secured Party, shall be paid by the Pledgors.

ARTICLE VIII

TRANSFERS

SECTION 8.1. Transfers of Pledged Collateral. No Pledgor shall sell, convey, assign or otherwise dispose of, or grant any option with respect to, any of the Pledged Collateral pledged by it hereunder except as expressly permitted by the Credit Agreement.

ARTICLE IX

REMEDIES

SECTION 9.1. Remedies. Upon the occurrence and during the continuance of any Event of Default, the Administrative Agent may from time to time exercise in respect of the Pledged Collateral, in addition to the other rights and remedies provided for herein or otherwise available to it, the following remedies:

(i) Personally, or by agents or attorneys, immediately take possession of the Pledged Collateral or any part thereof, from any Pledgor or any other person who then has possession of any part thereof with or without notice or process of law, and for that purpose may enter upon any Pledgor’s premises where any of the Pledged Collateral is located, remove such Pledged Collateral, remain present at such premises to receive copies of all communications and remittances relating to the Pledged Collateral and use in connection with such removal and possession any and all services, supplies, aids and other facilities of any Pledgor;

(ii) Demand, sue for, collect or receive any money or property at any time payable or receivable in respect of the Pledged Collateral including instructing the obligor or obligors on any agreement, instrument or other obligation constituting part of the Pledged Collateral to make any payment required by the terms of such agreement, instrument or other obligation directly to the Administrative Agent, and in connection with any of the foregoing, compromise, settle, extend the time for payment and make other modifications with respect thereto; provided, however, that in the event that any such payments are made directly to any Pledgor, prior to receipt by any such obligor of such instruction, such Pledgor shall segregate all amounts received pursuant thereto in

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trust for the benefit of the Administrative Agent and shall promptly (but in no event later than three (3) Business Days after receipt thereof) pay such amounts to the Administrative Agent;

(iii) Sell, assign, grant a license to use or otherwise liquidate, or direct any Pledgor to sell, assign, grant a license to use or otherwise liquidate, any and all investments made in whole or in part with the Pledged Collateral or any part thereof, and take possession of the proceeds of any such sale, assignment, license or liquidation;

(iv) Take possession of the Pledged Collateral or any part thereof, by directing any Pledgor in writing to deliver the same to the Administrative Agent at any place or places so designated by the Administrative Agent, in which event such Pledgor shall at its own expense: (A) forthwith cause the same to be moved to the place or places designated by the Administrative Agent and therewith delivered to the Administrative Agent, (B) store and keep any Pledged Collateral so delivered to the Administrative Agent at such place or places pending further action by the Administrative Agent and (C) while the Pledged Collateral shall be so stored and kept, provide such security and maintenance services as shall be necessary to protect the same and to preserve and maintain them in good condition. Each Pledgor’s obligation to deliver the Pledged Collateral as contemplated in this Section 9.1(iv) is of the essence hereof. Upon application to a court of equity having jurisdiction, the Administrative Agent shall be entitled to a decree requiring specific performance by any Pledgor of such obligation;

(v) Withdraw all moneys, instruments, securities and other property in any bank, financial securities, deposit or other account of any Pledgor constituting Pledged Collateral for application to the Obligations as provided in Article X hereof;

(vi) Retain and apply the Distributions to the Obligations as provided in Article X hereof;

(vii) Exercise any and all rights as beneficial and legal owner of the Pledged Collateral, including perfecting assignment of and exercising any and all voting, consensual and other rights and powers with respect to any Pledged Collateral; and

(viii) Exercise all the rights and remedies of a secured party on default under the UCC, and the Administrative Agent may also in its sole discretion, without notice except as specified in Section 9.2 hereof, sell, assign or grant a license to use the Pledged Collateral or any part thereof in one or more parcels at public or private sale, at any exchange, broker’s board or at any of the Administrative Agent’s offices or elsewhere, for cash, on credit or for future delivery, and at such price or prices and upon such other terms as the Administrative Agent may deem commercially reasonable. The Administrative Agent or any other Secured Party or any of their respective Affiliates may be the purchaser, licensee, assignee or recipient of the Pledged Collateral or any part thereof at any such sale and shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Pledged

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Collateral sold, assigned or licensed at such sale, to use and apply any of the Obligations owed to such person as a credit on account of the purchase price of the Pledged Collateral or any part thereof payable by such person at such sale. Each purchaser, assignee, licensee or recipient at any such sale shall acquire the property sold, assigned or licensed absolutely free from any claim or right on the part of any Pledgor, and each Pledgor hereby waives, to the fullest extent permitted by law, all rights of redemption, stay and/or appraisal which it now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. The Administrative Agent shall not be obligated to make any sale of the Pledged Collateral or any part thereof regardless of notice of sale having been given. The Administrative Agent may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. Each Pledgor hereby waives, to the fullest extent permitted by law, any claims against the Administrative Agent arising by reason of the fact that the price at which the Pledged Collateral or any part thereof may have been sold, assigned or licensed at such a private sale was less than the price which might have been obtained at a public sale, even if the Administrative Agent accepts the first offer received and does not offer such Pledged Collateral to more than one offeree.

Notwithstanding the foregoing, the remedies described in Sections 9.1(iii), (iv), (vii) and (viii) shall not apply with respect to Securities Collateral constituting Equity Interests in any Joint Venture Entity unless, to the extent required by the Organization Document of such Joint Venture Entity, consented to by (x) the members of such Joint Venture Entity and/or (y) the board of managers of such Joint Venture Entity; provided, in each case, that the consent of any Pledgor shall not be withheld or delayed.

SECTION 9.2. Notice of Sale. Each Pledgor acknowledges and agrees that, to the extent notice of sale or other disposition of the Pledged Collateral or any part thereof shall be required by law, ten (10) days’ prior notice to such Pledgor of the time and place of any public sale or of the time after which any private sale or other intended disposition is to take place shall be commercially reasonable notification of such matters. No notification need be given to any Pledgor if it has signed, after the occurrence of an Event of Default, a statement renouncing or modifying any right to notification of sale or other intended disposition.

SECTION 9.3. Waiver of Notice and Claims. Each Pledgor hereby waives, to the fullest extent permitted by applicable law, notice or judicial hearing in connection with the Administrative Agent’s taking possession or the Administrative Agent’s disposition of the Pledged Collateral or any part thereof, including any and all prior notice and hearing for any prejudgment remedy or remedies and any such right which such Pledgor would otherwise have under law, and each Pledgor hereby further waives, to the fullest extent permitted by applicable law: (i) all damages occasioned by such taking of possession, (ii) all other requirements as to the time, place and terms of sale or other requirements with respect to the enforcement of the Administrative Agent’s rights hereunder and (iii) all rights of redemption, appraisal, valuation, stay, extension or moratorium now or hereafter in force under any applicable law. The Administrative Agent shall not be liable for any incorrect or improper payment made pursuant to

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this Article IX in the absence of gross negligence, bad faith or willful misconduct on the part of the Administrative Agent. Any sale of, or the grant of options to purchase, or any other realization upon, any Pledged Collateral shall operate to divest all right, title, interest, claim and demand, either at law or in equity, of the applicable Pledgor therein and thereto, and shall be a perpetual bar both at law and in equity against such Pledgor and against any and all persons claiming or attempting to claim the Pledged Collateral so sold, optioned or realized upon, or any part thereof, from, through or under such Pledgor.

SECTION 9.4. Certain Sales of Pledged Collateral.

(a) Each Pledgor recognizes that, by reason of certain prohibitions contained in law, rules, regulations or orders of any Governmental Authority, the Administrative Agent may be compelled, with respect to any sale of all or any part of the Pledged Collateral, to limit purchasers to those who meet the requirements of such Governmental Authority. Each Pledgor acknowledges that any such sales may be at prices and on terms less favorable to the Administrative Agent than those obtainable through a public sale without such restrictions, and, notwithstanding such circumstances, agrees that any such restricted sale shall be deemed to have been made in a commercially reasonable manner and that, except as may be required by applicable law, the Administrative Agent shall have no obligation to engage in public sales.

(b) Each Pledgor recognizes that, by reason of certain prohibitions contained in the Securities Act, and applicable state securities laws, the Administrative Agent may be compelled, with respect to any sale of all or any part of the Securities Collateral and Investment Property, to limit purchasers to persons who will agree, among other things, to acquire such Securities Collateral or Investment Property for their own account, for investment and not with a view to the distribution or resale thereof. Each Pledgor acknowledges that any such private sales may be at prices and on terms less favorable to the Administrative Agent than those obtainable through a public sale without such restrictions (including a public offering made pursuant to a registration statement under the Securities Act), and, notwithstanding such circumstances, agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner and that the Administrative Agent shall have no obligation to engage in public sales and no obligation to delay the sale of any Securities Collateral or Investment Property for the period of time necessary to permit the issuer thereof to register it for a form of public sale requiring registration under the Securities Act or under applicable state securities laws, even if such issuer would agree to do so.

(c) Notwithstanding the foregoing, each Pledgor shall, upon the occurrence and during the continuance of any Event of Default, at the reasonable request of the Administrative Agent, for the benefit of the Administrative Agent, cause any registration, qualification under or compliance with any Federal or state securities law or laws to be effected with respect to all or any part of the Securities Collateral (other than Securities Collateral constituting Equity Interests in any Joint Venture Entity unless, to the extent required by the Organization Document of such Joint Venture Entity, consented to by (x) the members of such Joint Venture Entity and/or (y) the board of managers of such Joint Venture Entity; provided, in each case, that the consent of any Pledgor shall not be withheld or delayed) as soon as

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practicable and at the sole cost and expense of the Pledgors. Each Pledgor will use its commercially reasonable efforts to cause such registration to be effected (and be kept effective) and will use its commercially reasonable efforts to cause such qualification and compliance to be effected (and be kept effective) as may be so requested and as would permit or facilitate the sale and distribution of such Securities Collateral including registration under the Securities Act (or any similar statute then in effect), appropriate qualifications under applicable blue sky or other state securities laws and appropriate compliance with all other requirements of any Governmental Authority. Each Pledgor shall use its commercially reasonable efforts to cause the Administrative Agent to be kept advised in writing as to the progress of each such registration, qualification or compliance and as to the completion thereof, shall furnish to the Administrative Agent such number of prospectuses, offering circulars or other documents incident thereto as the Administrative Agent from time to time may request, and shall indemnify and shall cause the issuer of the Securities Collateral to indemnify, to the extent permitted by applicable laws, the Administrative Agent and all others participating in the distribution of such Securities Collateral against all claims, losses, damages and liabilities caused by any untrue statement (or alleged untrue statement) of a material fact contained therein (or in any related registration statement, notification or the like) or by any omission (or alleged omission) to state therein (or in any related registration statement, notification or the like) a material fact required to be stated therein or necessary to make the statements therein not misleading, other than to the extent such information was provided by the Administrative Agent.

(d) If the Administrative Agent determines to exercise its right to sell any or all of the Securities Collateral or Investment Property (other than Securities Collateral constituting Equity Interests in any Joint Venture Entity unless, to the extent required by the Organization Document of such Joint Venture Entity, consented to by (x) the members of such Joint Venture Entity and/or (y) the board of managers of such Joint Venture Entity; provided, in each case, that the consent of any Pledgor shall not be withheld or delayed), upon written request, the applicable Pledgor shall from time to time furnish to the Administrative Agent all such information as the Administrative Agent may reasonably request in order to determine the number of securities included in the Securities Collateral or Investment Property which may be sold by the Administrative Agent as exempt transactions under the Securities Act and the rules of the SEC thereunder, as the same are from time to time in effect.

(e) Each Pledgor further agrees that a breach of any of the covenants contained in this Section 9.4 will cause irreparable injury to the Administrative Agent and the other Secured Parties, that the Administrative Agent and the other Secured Parties have no adequate remedy at law in respect of such breach and, as a consequence, that each and every covenant contained in this Section 9.4 shall be specifically enforceable against such Pledgor, and such Pledgor hereby waives and agrees not to assert any defenses against an action for specific performance of such covenants except for a defense that no Event of Default has occurred and is continuing.

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SECTION 9.5. No Waiver; Cumulative Remedies.

(a) No failure on the part of the Administrative Agent to exercise, no course of dealing with respect to, and no delay on the part of the Administrative Agent in exercising, any right, power or remedy hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any such right, power, privilege or remedy hereunder preclude any other or further exercise thereof or the exercise of any other right, power, privilege or remedy; nor shall the Administrative Agent be required to look first to, enforce or exhaust any other security, collateral or guaranties. All rights and remedies herein provided are cumulative and are not exclusive of any rights or remedies provided by law or otherwise available.

(b) In the event that the Administrative Agent shall have instituted any proceeding to enforce any right, power, privilege or remedy under this Agreement or any other Loan Document by foreclosure, sale, entry or otherwise, and such proceeding shall have been discontinued or abandoned for any reason or shall have been determined adversely to the Administrative Agent, then and in every such case, the Pledgors, the Administrative Agent and each other Secured Party shall be restored to their respective former positions and rights hereunder with respect to the Pledged Collateral, and all rights, remedies, privileges and powers of the Administrative Agent and the other Secured Parties shall continue as if no such proceeding had been instituted.

SECTION 9.6. Certain Additional Actions Regarding Intellectual Property. If any Event of Default shall have occurred and be continuing, upon the written demand of the Administrative Agent, each Pledgor shall execute and deliver to the Administrative Agent an assignment or assignments of the registered Patents, Trademarks and/or Copyrights and Goodwill and such other documents as are necessary or appropriate to carry out the intent and purposes hereof. Within five (5) Business Days of written notice thereafter from the Administrative Agent, each Pledgor shall make available to the Administrative Agent, to the extent within such Pledgor’s power and authority, such personnel in such Pledgor’s employ on the date of the Event of Default as the Administrative Agent may reasonably designate to permit such Pledgor to continue, directly or indirectly, to produce, advertise and sell the products and services sold by such Pledgor under the registered Patents, Trademarks and/or Copyrights, and such persons shall be available to perform their prior functions on the Administrative Agent’s behalf.

ARTICLE X

APPLICATION OF PROCEEDS

SECTION 10.1. Application of Proceeds. The proceeds received by the Administrative Agent in respect of any sale of, collection from or other realization upon all or any part of the Pledged Collateral pursuant to the exercise by the Administrative Agent of its remedies shall be applied, together with any other sums then held by the Administrative Agent pursuant to this Agreement, in accordance with the Credit Agreement.

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ARTICLE XI

MISCELLANEOUS

SECTION 11.1. Concerning Administrative Agent.

(a) The Administrative Agent has been appointed as collateral agent pursuant to the Credit Agreement. The actions of the Administrative Agent hereunder are subject to the provisions of the Credit Agreement. The Administrative Agent shall have the right hereunder to make demands, to give notices, to exercise or refrain from exercising any rights, and to take or refrain from taking action (including the release or substitution of the Pledged Collateral), in accordance with this Agreement and the Credit Agreement. The Administrative Agent may employ agents and attorneys-in-fact in connection herewith and shall not be liable for the negligence or misconduct of any such agents or attorneys-in-fact selected by it in good faith. The Administrative Agent may resign and a successor Administrative Agent may be appointed in the manner provided in the Credit Agreement. Upon the acceptance of any appointment as the Administrative Agent by a successor Administrative Agent, that successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent under this Agreement, and the retiring Administrative Agent shall thereupon be discharged from its duties and obligations under this Agreement. After any retiring Administrative Agent’s resignation, the provisions hereof shall inure to its benefit as to any actions taken or omitted to be taken by it under this Agreement while it was the Administrative Agent.

(b) The Administrative Agent shall be deemed to have exercised reasonable care in the custody and preservation of the Pledged Collateral in its possession if such Pledged Collateral is accorded treatment substantially equivalent to that which the Administrative Agent, in its individual capacity, accords its own property consisting of similar instruments or interests, it being understood that neither the Administrative Agent nor any of the Secured Parties shall have responsibility for (i) ascertaining or taking action with respect to calls, conversions, exchanges, maturities, tenders or other matters relating to any Securities Collateral, whether or not the Administrative Agent or any other Secured Party has or is deemed to have knowledge of such matters or (ii) taking any necessary steps to preserve rights against any person with respect to any Pledged Collateral.

(c) The Administrative Agent shall be entitled to rely upon any written notice, statement, certificate, order or other document or any telephone message believed by it to be genuine and correct and to have been signed, sent or made by the proper person, and, with respect to all matters pertaining to this Agreement and its duties hereunder, upon advice of counsel selected by it.

(d) If any item of Pledged Collateral also constitutes collateral granted to the Administrative Agent under any other deed of trust, mortgage, security agreement, pledge or instrument of any type, in the event of any conflict between the provisions hereof and the provisions of such other deed of trust, mortgage, security agreement, pledge or instrument of any

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type in respect of such collateral, the Administrative Agent, in its sole discretion, shall select which provision or provisions shall control.

(e) The Administrative Agent may rely on advice of counsel as to whether any or all UCC financing statements of the Pledgors need to be amended as a result of any of the changes described in Section 3.7. If any Pledgor fails to provide information to the Administrative Agent about such changes on a timely basis, the Administrative Agent shall not be liable or responsible to any party for any failure to maintain a perfected security interest in such Pledgor’s property constituting Pledged Collateral, for which the Administrative Agent needed to have information relating to such changes. The Administrative Agent shall have no duty to inquire about such changes if any Pledgor does not inform the Administrative Agent of such changes, the parties acknowledging and agreeing that it would not be feasible or practical for the Administrative Agent to search for information on such changes if such information is not provided by any Pledgor.

SECTION 11.2. Administrative Agent May Perform; Administrative Agent Appointed Attorney-in-Fact. If any Pledgor shall fail to perform any covenants contained in this Agreement (including such Pledgor’s covenants to (i) pay the premiums in respect of all required insurance policies hereunder, (ii) pay and discharge any taxes, assessments and special assessments, levies, fees and governmental charges imposed upon or assessed against, and landlords’, carriers’, mechanics’, workmen’s, repairmen’s, laborers’, materialmen’s, suppliers’ and warehousemen’s Liens and other claims arising by operation of law against, all or any portion of the Pledged Collateral, (iii) make repairs, (iv) discharge Liens or (v) pay or perform any obligations of such Pledgor under any Pledged Collateral) or if any representation or warranty on the part of any Pledgor contained herein shall fail to be true and correct in any material respect, the Administrative Agent may (but shall not be obligated to) do the same or cause it to be done or remedy any such breach, and may expend funds for such purpose; provided, however, that the Administrative Agent shall in no event be bound to inquire into the validity of any tax, Lien, imposition or other obligation which such Pledgor fails to pay or perform as and when required hereby and which such Pledgor does not contest in accordance with the provisions of the Credit Agreement; and provided, further, that unless an Event of Default has occurred and is continuing or time is of the essence, the Administrative Agent shall not take the foregoing actions without first making demand on the Pledgors and the Pledgors failing to promptly comply therewith. Any and all amounts so expended by the Administrative Agent shall be paid by the Pledgors in accordance with the provisions of Section 10.04 of the Credit Agreement. Neither the provisions of this Section 11.2 nor any action taken by the Administrative Agent pursuant to the provisions of this Section 11.2 shall prevent any such failure to observe any covenant contained in this Agreement nor any breach of representation or warranty from constituting an Event of Default. Each Pledgor hereby appoints the Administrative Agent its attorney-in-fact, with full power and authority in the place and stead of such Pledgor and in the name of such Pledgor, or otherwise, from time to time in the Administrative Agent’s discretion to take any action and to execute any instrument consistent with the terms of the Credit Agreement, this Agreement and the other Collateral Documents which the Administrative Agent may deem necessary or advisable to accomplish the purposes

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hereof (but the Administrative Agent shall not be obligated to and shall have no liability to such Pledgor or any third party for failure to so do or take action). The foregoing grant of authority is a power of attorney coupled with an interest and such appointment shall be irrevocable for the term hereof. Each Pledgor hereby ratifies all that such attorney shall lawfully do or cause to be done by virtue hereof.

Anything in this Section 11.2 to the contrary, the Administrative Agent agrees that, except as provided above, it will not exercise any rights under the foregoing power of attorney unless an Event of Default shall have occurred and be continuing.

SECTION 11.3. Continuing Security Interest; Assignment. This Agreement shall create a continuing security interest in the Pledged Collateral and shall (i) be binding upon the Pledgors, their respective successors and assigns and (ii) inure, together with the rights and remedies of the Administrative Agent hereunder, to the benefit of the Administrative Agent and the other Secured Parties and each of their respective successors, transferees and assigns. No other persons (including any other creditor of any Pledgor) shall have any interest herein or any right or benefit with respect hereto. Without limiting the generality of the foregoing clause (ii), any Secured Party may assign or otherwise transfer any indebtedness held by it secured by this Agreement to any other person, and such other person shall thereupon become vested with all the benefits in respect thereof granted to such Secured Party, herein or otherwise, subject however, to the provisions of the Credit Agreement and, in the case of a Secured Party that is a party to a Secured Hedge Agreement or a Secured Cash Management Agreement, such Secured Hedge Agreement or Secured Cash Management Agreement, as applicable. Each of the Pledgors agrees that its obligations hereunder and the security interest created hereunder shall continue to be effective or be reinstated, as applicable, if at any time payment, or any part thereof, of all or any part of the Obligations is rescinded or must otherwise be restored by the Secured Party upon the bankruptcy or reorganization of any Pledgor or otherwise.

SECTION 11.4. Termination; Release. When all the Obligations have been paid in full (other than contingent indemnification obligations not then due), the Commitments of the Lenders to make any Loan or to issue any Letter of Credit under the Credit Agreement shall have expired or been sooner terminated and all Letters of Credit have been terminated or cash collateralized in accordance with the provisions of the Credit Agreement, this Agreement shall terminate. Upon termination of this Agreement the Pledged Collateral shall immediately be released from the Lien of this Agreement. Upon such release or any release of Pledged Collateral or any part thereof in accordance with the provisions of the Credit Agreement, the Administrative Agent shall, upon the request and at the sole cost and expense of the Pledgors, assign, transfer and deliver to Pledgor, against receipt and without recourse to or warranty by the Administrative Agent except as to the fact that the Administrative Agent has not encumbered the released assets, such of the Pledged Collateral or any part thereof to be released (in the case of a release) as may be in possession of the Administrative Agent and as shall not have been sold or otherwise applied pursuant to the terms hereof, and, with respect to any other Pledged Collateral, proper documents and instruments (including UCC-3 termination financing statements or releases) acknowledging the termination hereof or the release of such Pledged Collateral, as the case may be.

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SECTION 11.5. Modification in Writing. No amendment, modification, supplement, termination or waiver of or to any provision hereof, nor consent to any departure by any Pledgor therefrom, shall be effective unless the same shall be made in accordance with the terms of the Credit Agreement and unless in writing and signed by the Administrative Agent and the Pledgors. Any amendment, modification or supplement of or to any provision hereof, any waiver of any provision hereof and any consent to any departure by any Pledgor from the terms of any provision hereof in each case shall be effective only in the specific instance and for the specific purpose for which made or given. Except where notice is specifically required by this Agreement or any other document evidencing the Obligations, no notice to or demand on any Pledgor in any case shall entitle any Pledgor to any other or further notice or demand in similar or other circumstances.

SECTION 11.6. Notices. Unless otherwise provided herein or in the Credit Agreement, any notice or other communication herein required or permitted to be given shall be given in the manner and become effective as set forth in the Credit Agreement, as to any Pledgor, addressed to it at the address of the Borrower set forth in the Credit Agreement and as to the Administrative Agent, addressed to it at the address set forth in the Credit Agreement, or in each case at such other address as shall be designated by such party in a written notice to the other party complying as to delivery with the terms of this Section 11.6.

SECTION 11.7. Governing Law, Consent to Jurisdiction and Service of Process; Waiver of Jury Trial. Sections 10.14 and 10.15 of the Credit Agreement are incorporated herein, mutatis mutandis, as if a part hereof.

SECTION 11.8. Severability of Provisions. Any provision hereof which is invalid, illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without invalidating the remaining provisions hereof or affecting the validity, legality or enforceability of such provision in any other jurisdiction.

SECTION 11.9. Execution in Counterparts. This Agreement and any amendments, waivers, consents or supplements hereto may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed to be an original, but all such counterparts together shall constitute one and the same agreement.

SECTION 11.10. Business Days. In the event any time period or any date provided in this Agreement ends or falls on a day other than a Business Day, then such time period shall be deemed to end and such date shall be deemed to fall on the next succeeding Business Day, and performance herein may be made on such Business Day, with the same force and effect as if made on such other day.

SECTION 11.11. No Credit for Payment of Taxes or Imposition. A Pledgor shall not be entitled to any credit against the principal, premium, if any, or interest payable under the Credit Agreement, and such Pledgor shall not be entitled to any credit against any other sums

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which may become payable under the terms thereof or hereof, by reason of the payment of any Tax on the Pledged Collateral or any part thereof.

SECTION 11.12. No Claims Against Administrative Agent. Nothing contained in this Agreement shall constitute any consent or request by the Administrative Agent, express or implied, for the performance of any labor or services or the furnishing of any materials or other property in respect of the Pledged Collateral or any part thereof, nor as giving any Pledgor any right, power or authority to contract for or permit the performance of any labor or services or the furnishing of any materials or other property in such fashion as would permit the making of any claim against the Administrative Agent in respect thereof or any claim that any Lien based on the performance of such labor or services or the furnishing of any such materials or other property is prior to the Lien hereof.

SECTION 11.13. No Release. Nothing set forth in this Agreement or any other Loan Document, nor the exercise by the Administrative Agent of any of the rights or remedies hereunder, shall relieve any Pledgor from the performance of any term, covenant, condition or agreement on such Pledgor’s part to be performed or observed under or in respect of any of the Pledged Collateral or from any liability to any person under or in respect of any of the Pledged Collateral or shall impose any obligation on the Administrative Agent or any other Secured Party to perform or observe any such term, covenant, condition or agreement on such Pledgor’s part to be so performed or observed or shall impose any liability on the Administrative Agent or any other Secured Party for any act or omission on the part of such Pledgor relating thereto or for any breach of any representation or warranty on the part of such Pledgor contained in this Agreement, the Credit Agreement or the other Loan Documents, or under or in respect of the Pledged Collateral or made in connection herewith or therewith. Anything herein to the contrary notwithstanding, neither the Administrative Agent nor any other Secured Party shall have any obligation or liability under any contracts, agreements and other documents included in the Pledged Collateral by reason of this Agreement, nor shall the Administrative Agent or any other Secured Party be obligated to perform any of the obligations or duties of any Pledgor thereunder or to take any action to collect or enforce any such contract, agreement or other document included in the Pledged Collateral hereunder. The obligations of each Pledgor contained in this Section 11.13 shall survive the termination hereof and the discharge of such Pledgor’s other obligations under this Agreement, the Credit Agreement and the other Loan Documents.

SECTION 11.14. Obligations Absolute. All obligations of each Pledgor hereunder shall be absolute and unconditional irrespective of:

(i) any bankruptcy, insolvency, reorganization, arrangement, readjustment, composition, liquidation or the like of any other Pledgor;

(ii) any lack of validity or enforceability of the Credit Agreement, any Secured Hedge Agreement, any Secured Cash Management Agreement or any other Loan Document, or any other agreement or instrument relating thereto;

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(iii) any change in the time, manner or place of payment of, or in any other term of, all or any of the Obligations, or any other amendment or waiver of or any consent to any departure from the Credit Agreement, any Secured Hedge Agreement, any Secured Cash Management Agreement or any other Loan Document or any other agreement or instrument relating thereto;

(iv) any pledge, exchange, release or non-perfection of any other collateral, or any release or amendment or waiver of or consent to any departure from any guarantee, for all or any of the Obligations;

(v) any exercise, non-exercise or waiver of any right, remedy, power or privilege under or in respect hereof, the Credit Agreement, any Secured Hedge Agreement, any Secured Cash Management Agreement or any other Loan Document except as specifically set forth in a waiver granted pursuant to the provisions of Section 11.5 hereof; or

(vi) any other circumstances which might otherwise constitute a defense available to, or a discharge of, any Pledgor.

[REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK.]

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IN WITNESS WHEREOF, each Pledgor and the Administrative Agent have caused this Agreement to be duly executed and delivered by their duly authorized officers as of the date first above written.

GENTIVA HEALTH SERVICES, INC., as Pledgor
By:	/s/ Tony Strange
Name:	Tony Strange
Title:	CEO and President

GENTIVA CERTIFIED HEALTHCARE CORP.

GENTIVA HEALTH SERVICES (CERTIFIED), INC.

GENTIVA HEALTH SERVICES HOLDING CORP.

GENTIVA HEALTH SERVICES (USA) INC.

GENTIVA REHAB WITHOUT WALLS, LLC

GENTIVA SERVICES OF NEW YORK, INC.

NEW YORK HEALTHCARE SERVICES, INC.

OHS SERVICE CORP.

QC-MEDI NEW YORK, INC.

QUALITY CARE-USA, INC.

QUALITY MANAGED CARE, INC.

THE HEALTHFIELD GROUP, INC.

HEALTHFIELD OPERATING GROUP, INC.

HEALTHFIELD, INC.

CHATTAHOOCHEE VALLEY HOME CARE SERVICES, INC.

CHATTAHOOCHEE VALLEY HOME HEALTH, INC.

CHMG ACQUISITION CORP.

CAPITAL HEALTH MANAGEMENT GROUP, INC.

ACCESS HOME HEALTH OF FLORIDA, INC.

CAPITAL CARERESOURCES, INC.

CAPITAL CARERESOURCES OF SOUTH CAROLINA, INC.

CHMG OF ATLANTA, INC.

CHMG OF GRIFFIN, INC.

EASTERN CAROLINA HOME HEALTH AGENCY, INC.

HOME HEALTH CARE OF CARTERET COUNTY, INC.

TAR HEEL HEALTH CARE SERVICES, INC.

TAR HEEL STAFFING, INC.

HEALTHFIELD HOME HEALTH, INC.

HEALTHFIELD HOSPICE SERVICES, INC.

HEALTHFIELD OF SOUTHWEST GEORGIA, INC.

HEALTHFIELD OF STATESBORO, INC.

[Security Agreement]

HEALTHFIELD OF TENNESSEE, INC.

PHHC ACQUISITION CORP.

HOME HEALTH CARE AFFILIATES OF MISSISSIPPI, INC.

GILBERT’S HOME HEALTH AGENCY, INC.

MID-SOUTH HOME CARE SERVICES, INC.

MID-SOUTH HOME HEALTH AGENCY, INC.

MID-SOUTH HOME HEALTH OF GADSDEN, INC.

TOTAL CARE HOME HEALTH OF LOUISBURG, INC.

TOTAL CARE HOME HEALTH OF NORTH CAROLINA, INC.

TOTAL CARE HOME HEALTH OF SOUTH CAROLINA, INC.

TOTAL CARE SERVICES, INC.

WIREGRASS HOSPICE CARE, INC.

HORIZON HEALTH NETWORK LLC

MID-SOUTH HOME HEALTH AGENCY, LLC

MID-SOUTH HOME CARE SERVICES, LLC

WIREGRASS HOSPICE LLC

WIREGRASS HOSPICE OF SOUTH CAROLINA, LLC

HOME HEALTH CARE AFFILIATES OF CENTRAL MISSISSIPPI, L.L.C.

GILBERT’S HOSPICE CARE OF MISSISSIPPI, LLC

VAN WINKLE HOME HEALTH CARE, INC.

GILBERT’S HOSPICE CARE, LLC

HOME HEALTH CARE AFFILIATES, INC.,

as Pledgors

By:	/s/ Tony Strange
Name:	Tony Strange
Title:	CEO and President

ODYSSEY HEALTHCARE, INC.

ODYSSEY HEALTHCARE HOLDING COMPANY

ODYSSEY HEALTHCARE OF COLLIER COUNTY, INC.

ODYSSEY HEALTHCARE OF MANATEE COUNTY, INC.

ODYSSEY HEALTHCARE OF NORTHWEST FLORIDA, INC.

ODYSSEY HEALTHCARE OF HILLSBOROUGH COUNTY, INC.

[Security Agreement]

ODYSSEY HEALTHCARE OF MARION COUNTY, INC. ODYSSEY HEALTHCARE OF PINELLAS COUNTY, INC. VISTACARE, INC. VISTA HOSPICE CARE, INC. FHI HEALTH SYSTEMS, INC. CARENATION, INC. VISTACARE USA, INC. FHI GP, INC. FHI LP, INC., as Pledgors
By:	/s/ Tony Strange
Name:	Tony Strange
Title:	CEO and President

FAMILY HOSPICE, LTD. FHI MANAGEMENT, LTD., as Pledgors
By:	FHI GP, Inc., its general partner
By:	/s/ Tony Strange
Name:	Tony Strange
Title:	CEO and President

ODYSSEY HEALTHCARE OPERATING A, LP

ODYSSEY HEALTHCARE OPERATING B, LP

ODYSSEY HEALTHCARE MANAGEMENT, LP,

as Pledgors

By:	Odyssey Healthcare GP, LLC, its general partner
By:	/s/ Tony Strange
Name:	Tony Strange
Title:	CEO and President

ODYSSEY HEALTHCARE GP, LLC

ODYSSEY HEALTHCARE LP, LLC

ODYSSEY HEALTHCARE FORT WORTH, LLC

ODYSSEY HEALTHCARE DETROIT, LLC

ODYSSEY HEALTHCARE AUSTIN, LLC

ODYSSEY HEALTHCARE OF ST. LOUIS, LLC

[Security Agreement]

ODYSSEY HEALTHCARE OF FLINT, LLC VISTACARE OF BOSTON, LLC, as Pledgors
By:	/s/ Tony Strange
Name:	Tony Strange
Title:	CEO and President

[Security Agreement]

BANK OF AMERICA, N.A, as Administrative Agent
By:	/s/ Alysa Trakas
Name:	Alysa Trakas
Title:	Vice President

[Security Agreement]

EXHIBIT 1

[Form of]

ISSUER’S ACKNOWLEDGMENT

The undersigned hereby (i) acknowledges receipt of the Security Agreement (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Security Agreement;” capitalized terms used but not otherwise defined herein shall have the meanings assigned to such terms in the Security Agreement), dated as of August 17, 2010, made by GENTIVA HEALTH SERVICES, INC., a Delaware corporation (the “Borrower”), the Guarantors party thereto and BANK OF AMERICA, N.A., as administrative agent (in such capacity and together with any successors in such capacity, the “Administrative Agent”), (ii) agrees promptly to note on its books the security interests granted to the Administrative Agent and confirmed under the Security Agreement, (iii) agrees that, upon the occurrence and during the continuation of an Event of Default, it will comply with instructions of the Administrative Agent with respect to the applicable Securities Collateral (including all Equity Interests of the undersigned) without further consent by the applicable Pledgor and (iv) agrees to notify the Administrative Agent upon obtaining knowledge of any interest in favor of any person in the applicable Securities Collateral that is adverse to the interest of the Administrative Agent therein.

[                                             ]
By:
	Name:
	Title:

EXHIBIT 2

[Form of]

SECURITIES PLEDGE AMENDMENT

This Securities Pledge Amendment, dated as of [                    ], is delivered pursuant to Section 5.1 of the Security Agreement (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Security Agreement;” capitalized terms used but not otherwise defined herein shall have the meanings assigned to such terms in the Security Agreement), dated as of August 17, 2010, made by GENTIVA HEALTH SERVICES, INC., a Delaware corporation (the “Borrower”), the Guarantors party thereto and BANK OF AMERICA, N.A., as administrative agent (in such capacity and together with any successors in such capacity, the “Administrative Agent”). The undersigned hereby agrees that this Securities Pledge Amendment may be attached to the Security Agreement and that the Pledged Securities and/or Intercompany Notes listed on this Securities Pledge Amendment shall be deemed to be and shall become part of the Pledged Collateral and shall secure all Obligations.

PLEDGED SECURITIES

ISSUER CLASS
OF STOCK
OR
INTERESTS PAR
VALUE CERTIFICATE
NO(S). NUMBER OF
SHARES
OR
INTERESTS PERCENTAGE OF
ALL ISSUED CAPITAL
OR OTHER EQUITY
INTERESTS OF ISSUER

INTERCOMPANY NOTES

ISSUER PRINCIPAL
AMOUNT DATE OF
ISSUANCE INTEREST
RATE MATURITY
DATE

[                                                             ], as Pledgor
By:
	Name:
	Title:

AGREED TO AND ACCEPTED:
BANK OF AMERICA, N.A., as Administrative Agent
By:
	Name:
	Title:

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EXHIBIT 3

[Form of]

COPYRIGHT SECURITY AGREEMENT

Copyright Security Agreement, dated as of [                    ], by [                    ] and [                    ] (individually, a “Pledgor”, and, collectively, the “Pledgors”), in favor of BANK OF AMERICA, N.A., in its capacity as administrative agent pursuant to the Credit Agreement (in such capacity, the “Administrative Agent”).

W I T N E S S E T H:

WHEREAS, the Pledgors are party to a Security Agreement of even date herewith (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Security Agreement”) in favor of the Administrative Agent pursuant to which the Pledgors are required to execute and deliver this Copyright Security Agreement;

NOW, THEREFORE, in consideration of the premises and to induce the Administrative Agent, for the benefit of the Secured Parties, to enter into the Credit Agreement, the Pledgors hereby agree with the Administrative Agent as follows:

SECTION 1. Defined Terms. Unless otherwise defined herein, terms defined in the Security Agreement and used herein have the meaning given to them in the Security Agreement.

SECTION 2. Grant of Security Interest in Copyright Collateral. Each Pledgor hereby pledges and grants to the Administrative Agent for the benefit of the Secured Parties a lien on and security interest in and to all of its right, title and interest in, to and under all the following Pledged Collateral of such Pledgor:

(a) Copyrights of such Pledgor listed on Schedule I¹ attached hereto; and

(b) all Proceeds of any and all of the foregoing (other than Excluded Property).

SECTION 3. Security Agreement. The security interest granted pursuant to this Copyright Security Agreement is granted in conjunction with the security interest granted to the Administrative Agent pursuant to the Security Agreement and Pledgors hereby acknowledge and

¹  Should include same Copyrights listed on Schedule 11(b) of the Perfection Certificate.

affirm that the rights and remedies of the Administrative Agent with respect to the security interest in the Copyrights made and granted hereby are more fully set forth in the Security Agreement, the terms and provisions of which are incorporated by reference herein as if fully set forth herein. In the event that any provision of this Copyright Security Agreement is deemed to conflict with the Security Agreement, the provisions of the Security Agreement shall control unless the Administrative Agent shall otherwise determine.

SECTION 4. Termination. Upon the payment in full of the Obligations and termination of the Security Agreement, the Administrative Agent shall promptly execute, acknowledge, and deliver to the Pledgors an instrument in writing in recordable form releasing the collateral pledge, grant, assignment, lien and security interest in the Copyrights under this Copyright Security Agreement.

SECTION 5. Counterparts. This Copyright Security Agreement may be executed in any number of counterparts, all of which shall constitute one and the same instrument, and any party hereto may execute this Copyright Security Agreement by signing and delivering one or more counterparts.

SECTION 6. Governing Law. This Copyright Security Agreement and the transactions contemplated hereby, and all disputes between the parties under or relating to this Copyright Security Agreement or the facts or circumstances leading to its execution, whether in contract, tort or otherwise, shall be construed in accordance with and governed by the laws (including statutes of limitation) of the State of New York, without regard to conflicts of law principles that would require the application of the laws of another jurisdiction.

[signature page follows]

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IN WITNESS WHEREOF, each Pledgor has caused this Copyright Security Agreement to be executed and delivered by its duly authorized officer as of the date first set forth above.

Very truly yours,
[PLEDGORS]
By:
	Name:
	Title:

Accepted and Agreed:
BANK OF AMERICA, N.A., as Administrative Agent
By:
	Name:
	Title:

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SCHEDULE I

to

COPYRIGHT SECURITY AGREEMENT

COPYRIGHT REGISTRATIONS AND COPYRIGHT APPLICATIONS

Copyright Registrations:

OWNER REGISTRATION
NUMBER TITLE

Copyright Applications:

OWNER TITLE

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EXHIBIT 4

[Form of]

PATENT SECURITY AGREEMENT

Patent Security Agreement, dated as of [                    ], by [                    ] and [                    ] (individually, a “Pledgor”, and, collectively, the “Pledgors”), in favor of BANK OF AMERICA, N.A., in its capacity as administrative agent pursuant to the Credit Agreement (in such capacity, the “Administrative Agent”).

W I T N E S S E T H:

WHEREAS, the Pledgors are party to a Security Agreement of even date herewith (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Security Agreement”) in favor of the Administrative Agent pursuant to which the Pledgors are required to execute and deliver this Patent Security Agreement;

NOW, THEREFORE, in consideration of the premises and to induce the Administrative Agent, for the benefit of the Secured Parties, to enter into the Credit Agreement, the Pledgors hereby agree with the Administrative Agent as follows:

SECTION 1. Defined Terms. Unless otherwise defined herein, terms defined in the Security Agreement and used herein have the meaning given to them in the Security Agreement.

SECTION 2. Grant of Security Interest in Patent Collateral. Each Pledgor hereby pledges and grants to the Administrative Agent for the benefit of the Secured Parties a lien on and security interest in and to all of its right, title and interest in, to and under all the following Pledged Collateral of such Pledgor:

(a) Patents of such Pledgor listed on Schedule I² attached hereto; and

(b) all Proceeds of any and all of the foregoing (other than Excluded Property).

SECTION 3. Security Agreement. The security interest granted pursuant to this Patent Security Agreement is granted in conjunction with the security interest granted to the

²  Should include same Patents listed on Schedule 11(a) of the Perfection Certificate.

Administrative Agent pursuant to the Security Agreement and Pledgors hereby acknowledge and affirm that the rights and remedies of the Administrative Agent with respect to the security interest in the Patents made and granted hereby are more fully set forth in the Security Agreement, the terms and provisions of which are incorporated by reference herein as if fully set forth herein. In the event that any provision of this Patent Security Agreement is deemed to conflict with the Security Agreement, the provisions of the Security Agreement shall control unless the Administrative Agent shall otherwise determine.

SECTION 4. Termination. Upon the payment in full of the Obligations and termination of the Security Agreement, the Administrative Agent shall promptly execute, acknowledge, and deliver to the Pledgors an instrument in writing in recordable form releasing the collateral pledge, grant, assignment, lien and security interest in the Patents under this Patent Security Agreement.

SECTION 5. Counterparts. This Patent Security Agreement may be executed in any number of counterparts, all of which shall constitute one and the same instrument, and any party hereto may execute this Patent Security Agreement by signing and delivering one or more counterparts.

SECTION 6. Governing Law. This Patent Security Agreement and the transactions contemplated hereby, and all disputes between the parties under or relating to this Patent Security Agreement or the facts or circumstances leading to its execution, whether in contract, tort or otherwise, shall be construed in accordance with and governed by the laws (including statutes of limitation) of the State of New York, without regard to conflicts of law principles that would require the application of the laws of another jurisdiction.

[signature page follows]

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IN WITNESS WHEREOF, each Pledgor has caused this Patent Security Agreement to be executed and delivered by its duly authorized officer as of the date first set forth above.

Very truly yours,
[PLEDGORS]
By:
	Name:
	Title:

Accepted and Agreed:
BANK OF AMERICA, N.A., as Administrative Agent
By:
	Name:
	Title:

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SCHEDULE I

to

PATENT SECURITY AGREEMENT

PATENT REGISTRATIONS AND PATENT APPLICATIONS

Patent Registrations:

OWNER REGISTRATION
NUMBER NAME

Patent Applications:

OWNER APPLICATION
NUMBER NAME

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EXHIBIT 5

[Form of]

TRADEMARK SECURITY AGREEMENT

Trademark Security Agreement, dated as of [                    ], by [                    ] and [                    ] (individually, a “Pledgor”, and, collectively, the “Pledgors”), in favor of BANK OF AMERICA, N.A., in its capacity as administrative agent pursuant to the Credit Agreement (in such capacity, the “Administrative Agent”).

W I T N E S S E T H:

WHEREAS, the Pledgors are party to a Security Agreement of even date herewith (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Security Agreement”) in favor of the Administrative Agent pursuant to which the Pledgors are required to execute and deliver this Trademark Security Agreement;

NOW, THEREFORE, in consideration of the premises and to induce the Administrative Agent, for the benefit of the Secured Parties, to enter into the Credit Agreement, the Pledgors hereby agree with the Administrative Agent as follows:

SECTION 1. Defined Terms. Unless otherwise defined herein, terms defined in the Security Agreement and used herein have the meaning given to them in the Security Agreement.

SECTION 2. Grant of Security Interest in Trademark Collateral. Each Pledgor hereby pledges and grants to the Administrative Agent for the benefit of the Secured Parties a lien on and security interest in and to all of its right, title and interest in, to and under all the following Pledged Collateral of such Pledgor:

(a) Trademarks of such Pledgor listed on Schedule I³ attached hereto;

(b) all Goodwill associated with such Trademarks; and

(c) all Proceeds of any and all of the foregoing (other than Excluded Property).

³  Should include same Trademarks listed on Schedule 11(a) of the Perfection Certificate.

SECTION 3. Security Agreement. The security interest granted pursuant to this Trademark Security Agreement is granted in conjunction with the security interest granted to the Administrative Agent pursuant to the Security Agreement and Pledgors hereby acknowledge and affirm that the rights and remedies of the Administrative Agent with respect to the security interest in the Trademarks made and granted hereby are more fully set forth in the Security Agreement, the terms and provisions of which are incorporated by reference herein as if fully set forth herein. In the event that any provision of this Trademark Security Agreement is deemed to conflict with the Security Agreement, the provisions of the Security Agreement shall control unless the Administrative Agent shall otherwise determine.

SECTION 4. Termination. Upon the payment in full of the Obligations and termination of the Security Agreement, the Administrative Agent shall promptly execute, acknowledge, and deliver to the Pledgors an instrument in writing in recordable form releasing the collateral pledge, grant, assignment, lien and security interest in the Trademarks under this Trademark Security Agreement.

SECTION 5. Counterparts. This Trademark Security Agreement may be executed in any number of counterparts, all of which shall constitute one and the same instrument, and any party hereto may execute this Trademark Security Agreement by signing and delivering one or more counterparts.

SECTION 6. Governing Law. This Trademark Security Agreement and the transactions contemplated hereby, and all disputes between the parties under or relating to this Trademark Security Agreement or the facts or circumstances leading to its execution, whether in contract, tort or otherwise, shall be construed in accordance with and governed by the laws (including statutes of limitation) of the State of New York, without regard to conflicts of law principles that would require the application of the laws of another jurisdiction.

[signature page follows]

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IN WITNESS WHEREOF, each Pledgor has caused this Trademark Security Agreement to be executed and delivered by its duly authorized officer as of the date first set forth above.

Very truly yours,
[PLEDGORS]
By:
	Name:
	Title:

Accepted and Agreed:
BANK OF AMERICA, N.A., as Administrative Agent
By:
	Name:
	Title:

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SCHEDULE I

to

TRADEMARK SECURITY AGREEMENT

TRADEMARK REGISTRATIONS AND TRADEMARK APPLICATIONS

Trademark Registrations:

OWNER REGISTRATION
NUMBER TRADEMARK

Trademark Applications:

OWNER APPLICATION
NUMBER TRADEMARK

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SCHEDULE 1

SunTrust Deposit Accounts

Total Care Home Health of North Carolina, Inc.	Depository Account	SunTrust	1000003316683
Total Care Services, Inc.	Depository Account	SunTrust	1000003317046
Healthfield of Tennessee, Inc.	Depository Account	SunTrust	10000023408197
Chattahoochee Valley Home Care Services, Inc.	Depository Account	SunTrust	0008800875653
Chattahoochee Valley Home Health, Inc.	Depository Account	SunTrust	000800875604
Access Home Health of Florida, Inc.	Depository Account	SunTrust	1000025887083
Capital Care Resources of South Carolina, Inc.	Depository Account	SunTrust	1000025887026

EX-10.5

EXHIBIT 10.5

EXECUTION VERSION

$325,000,000

GENTIVA HEALTH SERVICES, INC.

11.5% SENIOR NOTES DUE 2018

PURCHASE AGREEMENT

August 12, 2010

BARCLAYS CAPITAL INC.

BANC OF AMERICA SECURITIES LLC,

As Representatives of the several

    Initial Purchasers named in Schedule I attached hereto,

c/o Barclays Capital Inc.

745 Seventh Avenue

New York, New York 10019

Ladies and Gentlemen:

Gentiva Health Services, Inc., a Delaware corporation (the “Company”), proposes, upon the terms and conditions set forth in this agreement (this “Agreement”), to issue and sell to you (the “Representatives”) and the other initial purchasers named in Schedule I hereto (collectively, the “Initial Purchasers”), $325,000,000 in aggregate principal amount of its 11.5% senior notes due 2018 (the “Notes”). The Notes (i) will have terms and provisions that are summarized in the Offering Memorandum (as defined below), and (ii) are to be issued pursuant to an Indenture (the “Indenture”) to be entered into among the Company, the Guarantors (as defined below) and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”). The Company’s obligations under the Notes, including the due and punctual payment of interest on the Notes, will be irrevocably and unconditionally guaranteed (the “Guarantees”) by the guarantors listed in Schedule II-A hereto and any Additional Guarantors (as defined below) who become party to this Agreement pursuant to a Purchase Agreement Joinder Agreement (as defined below) (collectively, the “Guarantors”). As used herein, the term “Notes” shall include the Guarantees, unless the context otherwise requires. This Agreement is to confirm the agreement concerning the purchase of the Notes from the Company by the Initial Purchasers.

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 Transactions”).

The Merger Agreement and the New Credit Facility Documentation are referred to in this Agreement as the “Transaction Agreements”.

Substantially concurrently with the consummation of the Acquisition, Odyssey and each of its subsidiaries set forth on Schedule II-B hereto (collectively, the “Additional Guarantors” and each an “Additional Guarantor”) shall become party to this Agreement pursuant to a joinder agreement (the “Joinder Agreement”) substantially in the form attached as Exhibit A hereto. The representations, warranties and agreements of each Additional Guarantor herein shall become effective upon execution by such Additional Guarantor of the Joinder Agreement (but if specified to be given as of a specified date, shall be given as of such date).

1. Purchase and Resale of the Notes. The Notes will be offered and sold to the Initial Purchasers without registration under the Securities Act of 1933, as amended (the “Securities Act,” which term, as used herein, includes the rules and regulations of the Commission (as defined below) promulgated thereunder), in reliance on an exemption pursuant to Section 4(2) under the Securities Act. The Company and the Guarantors have prepared a preliminary offering memorandum, dated August 4, 2010 (the “Preliminary Offering Memorandum”), a pricing term sheet substantially in the form attached hereto as Schedule III (the “Pricing Term Sheet”) and an offering memorandum, dated August 12, 2010 (the “Offering Memorandum”), in each case setting forth information regarding the Company, the Guarantors, the Notes, the Exchange Notes (as defined herein) and the Guarantees and the Exchange Guarantees (as defined herein). The Preliminary Offering Memorandum, as supplemented and amended as of the Applicable Time (as defined below), together with the Pricing Term Sheet are collectively referred to as the “Pricing Disclosure Package.” The Company and the Guarantors hereby confirm that they have authorized the use of the Pricing Disclosure Package and the Offering Memorandum in connection with the offering and resale of the Notes by the Initial Purchasers. “Applicable Time” means 9:30 a.m. (New York City time) on the date of this Agreement.

You and the other Initial Purchasers have advised the Company that you will offer and resell (the “Exempt Resales”) the Notes purchased by you hereunder on the terms set forth in each of the Pricing Disclosure Package and the Offering Memorandum, as amended or supplemented, solely to (i) persons whom you reasonably believe to be “qualified institutional buyers” as defined in Rule 144A under the Securities Act (“QIBs”), and (ii) outside the United States to certain persons who are not U.S. Persons (as defined in Regulation S under the Securities Act (“Regulation S”)) (such persons, “Non-U.S. Persons”) in offshore transactions in reliance on Regulation S. As used herein, the terms “offshore transaction” and “United States” have the meanings assigned to them in Regulation S. Those persons specified in clauses (i) and (ii) are referred to herein as “Eligible Purchasers.”

Holders (including subsequent transferees) of the Notes will have the registration rights set forth in a registration rights agreement (the “Registration Rights Agreement”) among the Company, the Guarantors and the Initial Purchasers to be dated the Closing Date (as defined herein). Pursuant to the Registration Rights Agreement, the Company and the Guarantors will

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agree to file with the Securities and Exchange Commission (the “Commission”) under the circumstances set forth therein, a registration statement under the Securities Act relating to the Company’s 11.5% senior notes due 2018 (the “Exchange Notes”) and the Guarantors’ Exchange Guarantees (the “Exchange Guarantees”) to be offered in exchange for the Notes and the Guarantees, respectively. Such portion of the offering is referred to as the “Exchange Offer”.

2. Representations, Warranties and Agreements of the Company and the Guarantors. As of (x) the Applicable Time, the Company and the Guarantors (other than the Additional Guarantors), jointly and severally, represent, warrant and agree (it being understood and agreed that prior to the execution and delivery of the Joinder Agreement all representations and warranties of the Additional Guarantors are made to the best knowledge of the Company and the Guarantors (other than the Additional Guarantors), after due inquiry), and (y) the Closing Date, the Company and each of the Guarantors, jointly and severally, represent, warrant and agree as follows (it being understood and agreed that for purposes of this Section 2, the terms “subsidiary” and “subsidiaries” will include the Additional Guarantors):

(a) When the Notes and Guarantees are issued and delivered pursuant to this Agreement, such Notes and Guarantees will not be of the same class (within the meaning of Rule 144A under the Securities Act) as securities of the Company or the Guarantors that are listed on a national securities exchange registered under Section 6 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or that are quoted on a United States automated inter-dealer quotation system.

(b) Assuming the accuracy of your (and the other Initial Purchasers’) representations and warranties in Section 3(b), the purchase and resale of the Notes pursuant hereto (including pursuant to the Exempt Resales) are exempt from the registration requirements of the Securities Act.

(c) No form of general solicitation or general advertising within the meaning of Regulation D under the Securities Act (including, but not limited to, advertisements, articles, notices or other communications published in any newspaper, magazine or similar medium or broadcast over television or radio, or any seminar or meeting whose attendees have been invited by any general solicitation or general advertising) was used by the Company, the Guarantors, any of their respective affiliates or any of their respective representatives (other than you and the other Initial Purchasers, as to whom the Company and the Guarantors make no representation) in connection with the offer and sale of the Notes.

(d) No directed selling efforts within the meaning of Rule 902 under the Securities Act were used by the Company, the Guarantors or any of their respective representatives (other than you and the other Initial Purchasers, as to whom the Company and the Guarantors make no representation) with respect to Notes sold outside the United States to Non-U.S. Persons, and the Company, any affiliate of the Company and any person acting on its or their behalf (other than you and the other Initial Purchasers, as to whom the Company and the Guarantors make no representation) has complied with and will implement the “offering restrictions” required by Rule 902 under the Securities Act.

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(e) Each of the Preliminary Offering Memorandum, the Pricing Disclosure Package and the Offering Memorandum, each as of its respective date, contains all the information specified in, and meeting the requirements of, Rule 144A(d)(4) under the Securities Act.

(f) Neither the Company, any Guarantor nor any other person acting on behalf of the Company or any Guarantor has sold or issued any securities that would be integrated with the offering of the Notes contemplated by this Agreement pursuant to the Securities Act.

(g) The Preliminary Offering Memorandum, the Pricing Disclosure Package and the Offering Memorandum have been prepared by the Company and the Guarantors for use by the Initial Purchasers in connection with the Exempt Resales. No order or decree preventing the use of the Preliminary Offering Memorandum, the Pricing Disclosure Package or the Offering Memorandum, or any order asserting that the transactions contemplated by this Agreement are subject to the registration requirements of the Securities Act has been issued, and no proceeding for that purpose has commenced or is pending or, to the knowledge of the Company or any of the Guarantors is contemplated.

(h) The Offering Memorandum will not, as of its date or as of the Closing Date, contain an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that no representation or warranty is made as to information contained in or omitted from the Offering Memorandum in reliance upon and in conformity with written information furnished to the Company through the Representatives by or on behalf of any Initial Purchaser specifically for inclusion therein, which information is specified in Section 8(e).

(i) The Pricing Disclosure Package did not, as of the Applicable Time, contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that no representation or warranty is made as to information contained in or omitted from the Pricing Disclosure Package in reliance upon and in conformity with written information furnished to the Company through the Representatives by or on behalf of any Initial Purchaser specifically for inclusion therein, which information is specified in Section 8(e).

(j) The Company has not made any offer to sell or solicitation of an offer to buy the Notes that would constitute a “free writing prospectus” (if the offering of the Notes was made pursuant to a registered offering under the Securities Act), as defined in Rule 405 under the Securities Act (a “Free Writing Offering Document”) without the prior consent of the Representatives.

(k) Each of the Company, the Guarantors and their respective subsidiaries has been duly organized, is validly existing and in good standing as a corporation or other business entity under the laws of its jurisdiction of organization and is duly qualified to

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do business and in good standing as a foreign corporation or other business entity in each jurisdiction in which its ownership or lease of property or the conduct of its businesses requires such qualification, except where the failure to be so qualified or in good standing could not, in the aggregate, reasonably be expected to have a material adverse change in, or a material adverse effect upon, the condition (financial or otherwise), results of operations, business, properties or prospects of the Company and its subsidiaries taken as a whole (a “Material Adverse Effect”). Each of the Company and the Guarantors has all power and authority necessary to own or hold its material properties and to conduct the businesses in which it is engaged.

(l) The Company has an authorized capitalization as set forth in each of the Pricing Disclosure Package and the Offering Memorandum, and all of the issued shares of capital stock of the Company have been duly authorized and validly issued and are fully paid and non-assessable. All of the issued shares of capital stock of each subsidiary of the Company have been duly authorized and validly issued, are fully paid and non-assessable and are owned directly or indirectly by the Company, free and clear of all liens, encumbrances, equities or claims, except for such liens, encumbrances, equities or claims as could not, in the aggregate, reasonably be expected to have a Material Adverse Effect.

(m) The Company and each Guarantor has all requisite corporate power, partnership or limited liability company power and authority, as applicable, to execute, deliver and perform its obligations under the Indenture. The Indenture has been duly and validly authorized by the Company and the Guarantors, and upon its execution and delivery and, assuming due authorization, execution and delivery by the Trustee, will constitute the valid and binding agreement of the Company and the Guarantors, enforceable against the Company and the Guarantors in accordance with its terms, except as such enforceability may be limited by bankruptcy, fraudulent conveyance, insolvency, reorganization, moratorium, and other laws relating to or affecting creditors’ rights generally and by general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law). No qualification of the Indenture under the Trust Indenture Act of 1939 (the “Trust Indenture Act”) is required in connection with the offer and sale of the Notes contemplated hereby or in connection with the Exempt Resales. The Indenture will conform in all material respects to the description thereof in each of the Pricing Disclosure Package and the Offering Memorandum.

(n) The Company has all requisite corporate power and authority to execute, issue, sell and perform its obligations under the Notes. The Notes have been duly authorized by the Company and, when duly executed by the Company in accordance with the terms of the Indenture, assuming due authentication of the Notes by the Trustee, upon delivery to the Initial Purchasers against payment therefor in accordance with the terms hereof, will be validly issued and delivered and will constitute valid and binding obligations of the Company entitled to the benefits of the Indenture, enforceable against the Company in accordance with their terms, except as such enforceability may be limited by bankruptcy, fraudulent conveyance, insolvency, reorganization, moratorium, and other laws relating to or affecting creditors’ rights generally and by general equitable principles (regardless of whether such enforceability is considered in a proceeding in

-5-

equity or at law). The Notes will conform in all material respects to the description thereof in each of the Pricing Disclosure Package and the Offering Memorandum.

(o) The Company has all requisite corporate power and authority to execute, issue and perform its obligations under the Exchange Notes. The Exchange Notes have been duly and validly authorized by the Company and if and when issued and authenticated in accordance with the terms of the Indenture and delivered in accordance with the Exchange Offer provided for in the Registration Rights Agreement, will be validly issued and delivered and will constitute valid and binding obligations of the Company entitled to the benefits of the Indenture, enforceable against the Company in accordance with their terms, except as such enforceability may be limited by bankruptcy, fraudulent conveyance, insolvency, reorganization, moratorium, and other laws relating to or affecting creditors’ rights generally and by general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law).

(p) Each Guarantor has all requisite corporate, partnership or limited liability company power and authority, as applicable, to execute, issue and perform its obligations under the Guarantees. The Guarantees have been duly and validly authorized by the Guarantors, and, when the Indenture is duly executed and delivered by the Guarantors in accordance with its terms and upon the due execution, authentication and delivery of the Notes in accordance with the Indenture and the issuance of the Notes in the sale to the Initial Purchasers contemplated by this Agreement, will constitute valid and binding obligations of the Guarantors, enforceable against the Guarantors in accordance with their terms, except as such enforceability may be limited by bankruptcy, fraudulent conveyance, insolvency, reorganization, moratorium, and other laws relating to or affecting creditors’ rights generally and by general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law). The Guarantees will conform in all material respects to the description thereof in each of the Pricing Disclosure Package and the Offering Memorandum.

(q) Each Guarantor has all requisite corporate, partnership or limited liability company power and authority, as applicable, to execute, issue and perform its obligations under the Exchange Guarantees. The Exchange Guarantees have been duly and validly authorized by the Guarantors, and, if and when executed and delivered by the Guarantors in accordance with the terms of the Indenture and upon the due execution and authentication of the Exchange Notes in accordance with the Indenture and the issuance and delivery of the Exchange Notes in the Exchange Offer contemplated by the Registration Rights Agreement, will be validly issued and delivered and will constitute valid and binding obligations of the Guarantors entitled to the benefits of the Indenture, enforceable against the Guarantors in accordance with their terms, except as such enforceability may be limited by bankruptcy, fraudulent conveyance, insolvency, reorganization, moratorium, and other laws relating to or affecting creditors’ rights generally and by general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law).

(r) The Company and each Guarantor has all requisite corporate, partnership or limited liability company power and authority, as applicable, to execute, deliver and

-6-

perform its obligations under the Registration Rights Agreement. The Registration Rights Agreement has been duly authorized by the Company and each Guarantor and, when executed and delivered by the Company and each Guarantor in accordance with the terms hereof and thereof, will be validly executed and delivered and (assuming the due authorization, execution and delivery thereof by you and the other Initial Purchasers) will be the legally valid and binding obligation of the Company and each Guarantor in accordance with the terms thereof, enforceable against the Company and each Guarantor in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws relating to or affecting creditor’s rights generally, by general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law) and, as to rights of indemnification and contribution, by principles of public policy. Notwithstanding anything to the contrary contained herein, neither the Company nor any Guarantor makes any representation with respect to the enforceability of obligations contained in the Registration Rights Agreement to indemnify any person. The Registration Rights Agreement will conform in all material respects to the description thereof in each of the Pricing Disclosure Package and the Offering Memorandum.

(s) The Company and its subsidiaries, as applicable, have all requisite corporate, partnership or limited liability company power and authority, as applicable, to consummate the Acquisition and to enter into and perform their respective obligations under the Transaction Agreements (to the extent a party thereto).

(t) Each of the Transaction Agreements has been duly and validly authorized, executed and delivered by the Company and its subsidiaries (to the extent a party thereto) and, assuming due authorization, execution and delivery by the other parties thereto, constitutes the valid and binding agreement of the Company and its subsidiaries (to the extent a party thereto) enforceable against the Company and its subsidiaries (to the extent a party thereto) in accordance with its terms, except as such enforceability may be limited by bankruptcy, fraudulent conveyance, insolvency, reorganization, moratorium, and other laws relating to or affecting creditors’ rights generally and by general equitable principles (regardless of whether enforcement is sought in a proceeding in equity or at law).

(u) Each Additional Guarantor has all requisite corporate, partnership or limited liability company power and authority, as applicable, to execute, issue and perform its obligations under the Joinder Agreement. The Joinder Agreement has been duly and validly authorized by each Additional Guarantor and if and when executed and delivered by each Additional Guarantor in accordance with its terms, will constitute a valid and binding obligation of each Additional Guarantor, enforceable against each Additional Guarantor in accordance with its terms, except as such enforceability may be limited by bankruptcy, fraudulent conveyance, insolvency, reorganization, moratorium, and other laws relating to or affecting creditors’ rights generally and by general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law).

(v) The Company and each Guarantor has all requisite corporate, partnership or limited liability company power, as applicable, to execute, deliver and perform its

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obligations under this Agreement. This Agreement has been duly and validly authorized, executed and delivered by the Company and each of the Guarantors.

(w) The issue and sale of the Notes and the Guarantees, the execution, delivery and performance by the Company and the Guarantors of the Notes, the Guarantees, the Exchange Notes, the Exchange Guarantees, the Indenture, the Registration Rights Agreement, the Joinder Agreement, this Agreement and the Transaction Agreements, the application of the proceeds from the sale of the Notes as described under “Use of Proceeds” in each of the Pricing Disclosure Package and the Offering Memorandum and the consummation of the transactions contemplated hereby and thereby, will not (i) conflict with or result in a breach or violation of any of the terms or provisions of, impose any lien, charge or encumbrance upon any property or assets of the Company, the Guarantors or their respective subsidiaries (except such liens, charges and encumbrances imposed pursuant to the New Credit Facility Documentation and the other instruments and documents related thereto), or constitute a default under, any indenture, mortgage, deed of trust, loan agreement, license, lease or other agreement or instrument to which the Company, the Guarantors or any of their respective subsidiaries is a party or by which the Company, the Guarantors or any of their respective subsidiaries is bound or to which any of the property or assets of the Company, the Guarantors or any of their respective subsidiaries is subject, (ii) result in any violation of the provisions of the charter or by-laws (or similar organizational documents) of the Company, the Guarantors or any of their respective subsidiaries, or (iii) result in any violation of any statute or any judgment, order, decree, rule or regulation of any court or governmental agency or body having jurisdiction over the Company, the Guarantors or any of their respective subsidiaries or any of their properties or assets, except, with respect to clauses (i) and (iii), conflicts, defaults, breaches, liens, charges or encumbrances, or violations that would not reasonably be expected to have a Material Adverse Effect.

(x) No consent, approval, authorization or order of, or filing, registration or qualification with any court or governmental agency or body having jurisdiction over the Company, the Guarantors or any of their respective subsidiaries or any of their properties or assets is required for the issue and sale of the Notes and the Guarantees, the execution, delivery and performance by the Company and the Guarantors of the Notes, the Guarantees, the Exchange Notes, the Exchange Guarantees, the Indenture, the Registration Rights Agreement, the Joinder Agreement, this Agreement and the Transaction Agreements, the application of the proceeds from the sale of the Notes as described under “Use of Proceeds” in each of the Pricing Disclosure Package and the Offering Memorandum and the consummation of the transactions contemplated hereby and thereby, except for (i) the filing of a registration statement by the Company with the Commission pursuant to the Securities Act as required by the Registration Rights Agreement, (ii) such consents, approvals, authorizations, orders, filings, registrations or qualifications as may be required under state securities or Blue Sky laws in connection with the purchase and distribution of the Notes by the Initial Purchasers and (iii) as shall have been obtained or made prior to the Closing Date each of which has been obtained and is in full force and effect.

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(y) The historical financial statements (including the related notes and supporting schedules) included in the Pricing Disclosure Package and the Offering Memorandum present fairly in all material respects the financial condition, results of operations and cash flows of the entities purported to be shown thereby, at the dates and for the periods indicated, and have been prepared in conformity with accounting principles generally accepted in the United States applied on a consistent basis throughout the periods involved, except as otherwise stated therein.

(z) The pro forma financial statements included in the Pricing Disclosure Package and the Offering Memorandum include assumptions that provide a reasonable basis for presenting the significant effects directly attributable to the transactions and events described therein, the related pro forma adjustments give appropriate effect to those assumptions, and the pro forma adjustments reflect the proper application of those adjustments to the historical financial statement amounts in the pro forma financial statements included in the Pricing Disclosure Package. The pro forma financial statements included in the Pricing Disclosure Package have been prepared in accordance with the Commission’s rules and guidance with respect to pro forma financial information. The pro forma financial statements set forth in the Pricing Disclosure Package and the Offering Memorandum have been prepared on the basis consistent with such historical financial statements, except for the pro forma adjustments specified therein, include all material adjustments to the historical financial data required by Rule 11-02 of Regulation S-X to reflect the Financing Transactions and the Acquisition, and give effect to assumptions made on a reasonable basis and in good faith present fairly in all material respects the historical and proposed transactions contemplated by the Pricing Disclosure Package and the Offering Memorandum. The other financial information and data included in the Offering Memorandum, historical and pro forma, are, in all material respects, accurately presented and prepared on a basis consistent with such financial statements and the books and records of the Company.

(aa) PricewaterhouseCoopers LLP, who has certified certain financial statements of the Company, whose report appears in the Pricing Disclosure Package and the Offering Memorandum and who has delivered an initial letter referred to in Section 7(d) hereof, is an independent registered public accounting firm as required by the Securities Act and the rules and regulations thereunder. Ernst & Young LLP, who has certified certain financial statements of the Additional Guarantors, whose report appears in the Pricing Disclosure Package and the Offering Memorandum and who has delivered an initial letter referred to in Section 7(d) hereof, is an independent registered public accounting firm with respect to the Additional Guarantors as required by the Securities Act and the rules and regulations thereunder during the periods covered by the financial statements on which they reported contained in the Pricing Disclosure Package and the Offering Memorandum.

(bb) The Company maintains a system of internal control over financial reporting (as such term is defined in Rule 13a-15(f) of the Exchange Act) that complies with the requirements of the Exchange Act and that has been designed by, or under the supervision of, the Company’s principal executive and principal financial officers, to provide reasonable assurance regarding the reliability of financial reporting and the

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preparation of financial statements for external purposes in accordance with generally accepted accounting principles in the United States. The Company maintains internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorization, (ii) transactions are recorded as necessary to permit preparation of the Company’s financial statements in conformity with accounting principles generally accepted in the United States and to maintain accountability for its assets, (iii) access to the Company’s assets is permitted only in accordance with management’s general or specific authorization, and (iv) the recorded accountability for the Company’s assets is compared with existing assets at reasonable intervals and appropriate action is taken with respect to any differences. As of the date of the most recent balance sheet of the Company and its consolidated subsidiaries reviewed or audited by PricewaterhouseCoopers LLP and the audit committee of the board of directors of the Company, there were no material weaknesses in the Company’s internal controls.

(cc) (i) The Company maintains disclosure controls and procedures (as such term is defined in Rule 13a-15(e) under the Exchange Act), (ii) such disclosure controls and procedures are designed to ensure that the information required to be disclosed by the Company in the reports it files or furnishes under the Exchange Act is accumulated and communicated to management of the Company to allow timely decisions regarding required disclosure to be made; and (iii) such disclosure controls and procedures are effective in all material respects to perform the functions for which they were established.

(dd) Since the date of the most recent balance sheet of the Company and its consolidated subsidiaries reviewed or audited by PricewaterhouseCoopers LLP and the audit committee of the board of directors of the Company, (i) the Company has not been advised of or become aware of (A) any significant deficiencies in the design or operation of internal controls, that could adversely affect the ability of the Company or any of its subsidiaries to record, process, summarize and report financial data, or any material weaknesses in internal controls, and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in the internal controls of the Company and each of its subsidiaries; and (ii) there have been no significant changes in internal controls or in other factors that could significantly affect internal controls, including any corrective actions with regard to significant deficiencies and material weaknesses.

(ee) There is and has been no failure on the part of the Company and any of the Company’s directors or officers, in their capacities as such, to comply in any material respect with any provision of the Sarbanes-Oxley Act of 2002 and the rules and regulations promulgated in connection therewith.

(ff) Since the date of the latest audited financial statements included in the Pricing Disclosure Package and the Offering Memorandum, (i) neither the Company, the Guarantors nor any of their respective subsidiaries has (A) sustained any loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor disturbance or dispute or court or governmental action, order or decree, (B) issued or granted any securities other than equity securities

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granted under employee benefit plans or other compensation arrangements, (C) incurred any material liability or obligation, direct or contingent, other than liabilities and obligations that were incurred in the ordinary course of business or are otherwise disclosed in the financial statements included in the Pricing Disclosure Package or the Offering Memorandum, (D) entered into any material transaction not in the ordinary course of business, (E) declared or paid any dividend on its capital stock, and (ii) there has not been any adverse change, or any development involving a prospective adverse change, in or affecting the condition (financial or otherwise), results of operations, business, properties or prospects of the Company and its subsidiaries taken as a whole, in each case except as could not, in the aggregate, be expected to have a Material Adverse Effect.

(gg) The Company, the Guarantors and each of their respective subsidiaries has good and marketable title in fee simple to all real property and good and marketable title to all personal property owned by them, which are material to the business of the Company, the Guarantors and each of their subsidiaries, taken as a whole, in each case free and clear of all liens, encumbrances and defects, except such liens, encumbrances and defects as are described in the Pricing Disclosure Package and the Offering Memorandum and such as do not materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company, the Guarantors or any of their respective subsidiaries. All assets held under lease by the Company, the Guarantors or any of their respective subsidiaries, which are material to the business of the Company, the Guarantors and each of their subsidiaries, taken as a whole, are held by them under valid, subsisting and enforceable leases, with such exceptions as do not materially interfere with the use made and proposed to be made of such assets by the Company, the Guarantors or any of their respective subsidiaries.

(hh) The Company and each of its subsidiaries have such permits, licenses, patents, franchises, certificates of need and other approvals or authorizations of governmental or regulatory authorities (“Permits”) as are necessary under applicable law to own their properties and conduct their businesses in the manner described in the Pricing Disclosure Package and the Offering Memorandum, except for any of the foregoing that could not, in the aggregate, reasonably be expected to have a Material Adverse Effect or except as described in the Pricing Disclosure Package and the Offering Memorandum. The Company and each of its subsidiaries have fulfilled and performed all of their respective obligations with respect to the Permits, and no event has occurred that allows, or after notice or lapse of time would allow, revocation or termination thereof or results in any other impairment of the rights of the holder or any such Permits, except for any of the foregoing that could not reasonably be expected to have a Material Adverse Effect or except as described in the Pricing Disclosure Package and the Offering Memorandum.

(ii) The Company and each of its subsidiaries own or possess adequate rights to use all material patents, patent applications, trademarks, service marks, trade names, trademark registrations, service mark registrations, copyrights, licenses, know-how, software, systems and technology (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures) necessary

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for the conduct of their respective businesses and have no reason to believe that the conduct of their respective businesses will conflict with, and have not received any written notice of any material claim of conflict with, any such rights of others.

(jj) Except as disclosed in the Pricing Disclosure Package and the Offering Memorandum, there are no legal or governmental proceedings pending to which the Company or any of its subsidiaries is a party or of which any property or assets of the Company or any of its subsidiaries is the subject that could, in the aggregate, reasonably be expected to have a Material Adverse Effect or could, in the aggregate, reasonably be expected to have a material adverse effect on the performance by the Company and the Guarantors of the performance of this Agreement, the Indenture, the Notes, the Guarantees or the consummation of any of the transactions contemplated hereby. Except as disclosed in the Pricing Disclosure Package and the Offering Memorandum, to the Company’s and each Guarantors’ knowledge, no such proceedings are threatened or contemplated by governmental authorities or others.

(kk) The statements made in the Pricing Disclosure Package and the Offering Memorandum under the caption “Business – Government Regulations,” insofar as they purport to constitute summaries of the terms of statutes, rules or regulations, legal or governmental proceedings or contracts and other documents, constitute accurate summaries of the terms of such statutes, rules and regulations, legal and governmental proceedings and contracts and other documents in all material respects.

(ll) The Company, the Guarantors and each of their respective subsidiaries carry, or are covered by, insurance from insurers of recognized financial responsibility in such amounts and covering such risks as is adequate for the conduct of their respective businesses and the value of their respective properties and as is customary for companies engaged in similar businesses in similar industries. All policies of insurance of the Company, the Guarantors and their respective subsidiaries are in full force and effect; the Company, the Guarantors and each of their respective subsidiaries are in compliance with the terms of such policies in all material respects; and neither the Company, the Guarantors nor any of their respective subsidiaries has received notice from any insurer or agent of such insurer that capital improvements or other expenditures are required or necessary to be made in order to continue such insurance. There are no claims by the Company, the Guarantors or any of their respective subsidiaries under any such policy or instrument as to which any insurance company is denying liability or defending under a reservation of rights clause; and neither the Company, the Guarantors nor any such subsidiary has any reason to believe that it will not be able to renew its existing insurance coverage as and when such coverage expires or to obtain similar coverage from similar insurers as may be necessary to continue its business at a cost that could not reasonably be expected to have a Material Adverse Effect.

(mm) No relationship, direct or indirect, that would be required to be described in a registration statement of the Company pursuant to Item 404 of Regulation S-K, exists between or among the Company or any Guarantor and their respective subsidiaries, on the one hand, and the directors, officers, stockholders, customers or suppliers of the

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Company or any Guarantor and their respective subsidiaries, on the other hand, that has not been described in the Pricing Disclosure Package and the Offering Memorandum.

(nn) No labor disturbance by or dispute with the employees of the Company or any of its subsidiaries exists or, to the knowledge of the Company or any Guarantor, is imminent that could reasonably be expected to have a Material Adverse Effect.

(oo) Neither the Company nor any of its subsidiaries (i) is in violation of its charter or by-laws (or similar organizational documents), (ii) is in default, and no event has occurred that, with notice or lapse of time or both, would constitute such a default, in the due performance or observance of any term, covenant, condition or other obligation contained in any indenture, mortgage, deed of trust, loan agreement, license or other agreement or instrument to which it is a party or by which it is bound or to which any of its properties or assets is subject, or (iii) is in violation of any statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over it or its property or assets or has failed to obtain any license, permit, certificate, franchise or other governmental authorization or permit necessary to the ownership of its property or to the conduct of its business, except in the case of clauses (ii) and (iii), to the extent any such conflict, breach, violation or default could not, in the aggregate, reasonably be expected to have a Material Adverse Effect.

(pp) Except as described in the Pricing Disclosure Package and the Offering Memorandum, (i) there are no proceedings that are pending, or known to be contemplated, against the Company or any of its subsidiaries under any laws, regulations, ordinances, rules, orders, judgments, decrees, permits or other legal requirements of any governmental authority, including without limitation any international, foreign, national, state, provincial, regional, or local authority, relating to pollution, the protection of human health or safety, the environment, or natural resources, or to use, handling, storage, manufacturing, transportation, treatment, discharge, disposal or release of hazardous or toxic substances or wastes, pollutants or contaminants (“Environmental Laws”) in which a governmental authority is also a party, other than such proceedings regarding which it is reasonably believed no uninsured monetary sanctions of $100,000 or more will be imposed, (ii) the Company, the Guarantors and their respective subsidiaries are not aware of any noncompliance with Environmental Laws, including any pending or proposed Environmental Laws, or liabilities or other obligations under Environmental Laws or concerning hazardous or toxic substances or wastes, pollutants or contaminants, that could reasonably be expected to have a Material Adverse Effect, and (iii) none of the Company, the Guarantors and their respective subsidiaries anticipates material capital expenditures relating to Environmental Laws.

(qq) The Company, the Guarantors and each of their respective subsidiaries have filed all material federal, state, local and foreign tax returns required to be filed through the date hereof, subject to permitted extensions, and have paid all taxes due, and no tax deficiency has been determined adversely to the Company, the Guarantors or any of their respective subsidiaries, nor does the Company or any Guarantor have any knowledge of any tax deficiencies that have been, or could reasonably be expected to be

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asserted against the Company, the Guarantors and each of their respective subsidiaries, that could, in the aggregate, reasonably be expected to have a Material Adverse Effect.

(rr) (i) Each “employee benefit plan” (within the meaning of Section 3(3) of the Employee Retirement Security Act of 1974, as amended (“ERISA”)) for which the Company or any member of its “Controlled Group” (defined as any organization which is a member of a controlled group of corporations within the meaning of Section 414 of the Internal Revenue Code of 1986, as amended (the “Code”)) would have any liability (each a “Plan”) has been maintained in all material respects in compliance with its terms and with the requirements of all applicable statutes, rules and regulations including ERISA and the Code; (ii) no prohibited transaction, within the meaning of Section 406 of ERISA or Section 4975 of the Code, has occurred with respect to any Plan excluding transactions effected pursuant to a statutory or administrative exemption; (iii) with respect to any Plan, no failure to satisfy the minimum funding standard under Section 412 of the Code and Section 302 of ERISA, whether or not waived, has occurred or is reasonably be expected to occur; (iv) neither the Company or any member of its Controlled Group has incurred, or reasonably expects to incur, any liability under Title IV of ERISA (other than contributions to the Plan or premiums to the Pension Benefit Guaranty Corporation in the ordinary course and without default) in respect of a Plan (including a “multiemployer plan,” within the meaning of Section 4001(c)(3) of ERISA); and (v) each Plan that is intended to be qualified under Section 401(a) of the Code is so qualified and nothing has occurred, whether by action or by failure to act, which would cause the loss of such qualification.

(ss) No subsidiary of the Company is currently prohibited, directly or indirectly, from paying any dividends to the Company, from making any other distribution on such subsidiary’s capital stock, from repaying to the Company any loans or advances to such subsidiary from the Company or from transferring any of such subsidiary’s property or assets to the Company or any other subsidiary of the Company, except as described in the Pricing Disclosure Package, the Offering Memorandum and the New Credit Facility Documentation.

(tt) The statistical and market-related data included in the Pricing Disclosure Package and the Offering Memorandum and the consolidated financial statements of the Company and its subsidiaries included in the Pricing Disclosure Package and the Offering Memorandum are based on or derived from sources that the Company believes to be reliable in all material respects.

(uu) Neither the Company, the Guarantors nor any of their respective subsidiaries is, and after giving effect to the offer and sale of the Notes and the application of the proceeds therefrom as described under “Use of Proceeds” in each of the Pricing Disclosure Package and the Offering Memorandum will be, an “investment company” or a company “controlled” by an “investment company” within the meaning of the Investment Company Act of 1940, as amended, and the rules and regulations of the Commission thereunder.

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(vv) Immediately after the consummation of the Transactions and the other transactions contemplated by this Agreement, (i) the fair value and present fair saleable value of the assets of the Company and its subsidiaries taken as a whole on a going concern basis will exceed the sum of their stated liabilities and identified contingent liabilities taken as a whole; and (ii) the Company and its subsidiaries on a consolidated basis will not be (a) left with unreasonably small capital with which to carry on their business as it is proposed to be conducted, (b) unable to pay their debts (contingent or otherwise) as they will mature or (c) otherwise insolvent.

(ww) The statements set forth in each of the Pricing Disclosure Package and the Offering Memorandum under the caption “Description of the Notes,” insofar as they purport to constitute a summary of the terms of the Notes and the Guarantees and under the captions “Certain U.S. Federal Income Tax Considerations,” “Certain Relationships and Related Transactions” and “Description of Other Indebtedness,” insofar as they purport to summarize the provisions of the laws and documents referred to therein, are accurate summaries in all material respects.

(xx) There are no contracts, agreements or understandings between the Company, any Guarantor and any person granting such person the right to require the Company or any Guarantor to file a registration statement under the Securities Act with respect to any securities of the Company or any Guarantor (other than the Registration Rights Agreement) owned or to be owned by such person or to require the Company or any Guarantor to include such securities in the securities registered pursuant to the Registration Rights Agreement or in any securities being registered pursuant to any other registration statement filed by the Company or any Guarantor under the Securities Act.

(yy) Neither the Company nor any of its subsidiaries is a party to any contract, agreement or understanding with any person (other than this Agreement) that could give rise to a valid claim against any of them or the Initial Purchasers for a brokerage commission, finder’s fee or like payment in connection with the offering and sale of the Notes.

(zz) None of the transactions contemplated by this Agreement (including, without limitation, the use of the proceeds from the sale of the Notes), will violate or result in a violation of Regulations T, U and X of the Board of Governors of the Federal Reserve System.

(aaa) Except as disclosed in the Pricing Disclosure Package and the Offering Memorandum, neither the Company nor any of its subsidiaries is in violation of or has received notice of any violation with respect to any federal or state law relating to discrimination in the hiring, promotion or pay of employees, nor any applicable federal or state wage and hour laws, nor any state law precluding the denial of credit due to the neighborhood in which a property is situated, which violation in any such case could reasonably be expected to have a Material Adverse Affect.

(bbb) Neither the Company nor any of its subsidiaries, nor, to the knowledge of the Company and the Guarantors, any director, officer, agent, employee or other person

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associated with or acting on behalf of the Company, the Guarantors or any of their respective subsidiaries, has (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) made any direct or indirect unlawful payment to any foreign or domestic government official or employee from corporate funds; (iii) violated or is in violation of any provision of the Foreign Corrupt Practices Act of 1977; or (iv) made any bribe, rebate, payoff, influence payment, kickback or other unlawful payment.

(ccc) The operations of the Company and its subsidiaries are and have been conducted at all times in compliance with applicable financial recordkeeping and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970, as amended, the money laundering statutes of all jurisdictions, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any governmental agency (collectively, the “Money Laundering Laws”) and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company or any of its subsidiaries with respect to the Money Laundering Laws is pending or, to the knowledge of the Company, threatened.

(ddd) Neither the Company nor any of its subsidiaries nor, to the knowledge of the Company, any director, officer, agent, employee or affiliate of the Company or any of its subsidiaries is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”); and the Company will not directly or indirectly use the proceeds of the offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity, for the purpose of financing the activities of any person currently subject to any U.S. sanctions administered by OFAC.

(eee) All of the home health care programs and hospice programs operated by the Company and each of its subsidiaries, and each entity managed by the Company and any of its subsidiaries is qualified for participation in all federal and state healthcare programs in which they participate, including, without limitation, the Medicare program, the Medicaid programs and the Tricare programs (collectively, the “Government Health Care Programs”), are entitled to reimbursement under the Government Health Care Programs for services rendered to qualified beneficiaries, and comply in all material respects with the requirements of all Government Health Care Programs in which they participate or have participated, except for such failures to be qualified or to be entitled to reimbursement or to comply which could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Except as disclosed in the Offering Memorandum, and except for routine audits, reviews and inquiries in the ordinary course of the Company’s and its subsidiaries’ businesses, there is no pending or, to the knowledge of the Company or its subsidiaries, threatened or contemplated, material proceeding or investigation by any of the Government Health Care Programs or any other governmental authority with respect to (i) the qualification or right of the Company, each of its subsidiaries, and each entity managed by the Company and any of its subsidiaries to participate in any Government Health Care Program, (ii) the compliance or non-compliance by the Company, each of its subsidiaries, and each entity managed by the

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Company and its subsidiaries, with the terms, conditions, or requirements of any Government Health Care Program in which they participate or have participated, and all other laws and regulations applicable to participation in any Government Health Care Program, or (iii) the right of the Company, each of its subsidiaries, and each entity managed by the Company and its subsidiaries, to receive or retain amounts received or due or to become due from any Government Health Care Program in which they participate or have participated, except as any such cases individually or in the aggregate could not reasonably be expected to have a Material Adverse Effect. For purposes of this Agreement, “Medicaid” means any state-operated means-tested entitlement program under Title XIX of the Social Security Act that provides federal grants to states for medical assistance based on specific eligibility criteria, “Medicare” means that government-sponsored entitlement program under Title XVIII of the Social Security Act that provides for a health insurance system for eligible elderly and disabled persons including eligible persons with end-stage renal disease and “Tricare” means the healthcare program established by the U.S. Department of Defense under Title 10, Subtitle A, Part II, Chapter 55 (10 U.S.C. § 1071 et seq.) for members of the military, military retirees, and their dependants, and includes the competitive selection of contractors to financially underwrite the delivery of healthcare services under the Civilian Health and Medical Program of the Uniformed Services.

(fff) Except as disclosed in the Offering Memorandum, and except as individually or in the aggregate could not reasonably be expected to have a Material Adverse Effect, neither the Company, nor any of its subsidiaries, nor any entity managed by the Company or any of its subsidiaries, nor any of their respective directors, officers, agent, employees or affiliates, has, on behalf of the Company, any of its subsidiaries, or any entity managed by the Company or any of its subsidiaries has: (A) to the Company’s knowledge, violated 42 U.S.C. §1320a-7b or committed any act that would cause any of them to incur a material civil monetary penalty under 42 U.S.C. §1320a-7a or any regulations promulgated pursuant to such statutes or related state or local statutes or regulations, including but not limited to the following: (i) knowingly and willfully made or caused to be made a false statement or representation of a material fact in any applications for any benefit or payment; (ii) knowingly and willfully made or caused to be made any false statement or representation of a material fact for use in determining rights to any benefit or payment; (iii) knowingly and willfully failed to disclose knowledge by a claimant of the occurrence of any event affecting the initial or continued right to any benefit or payment on its own behalf or on behalf of another, with intent to secure such benefit or payment fraudulently; (iv) knowingly and willfully solicited or received any remuneration (including any kickback, bribe or rebate), directly or indirectly, overtly or covertly, in cash or in kind or offering to pay or soliciting to receive such remuneration (x) in return for referring an individual to a person for the furnishing or arranging for the furnishing of any item or service for which payment may be made in whole or in part by Medicare, Medicaid, Tricare or other Government Health Care Program, or (y) in return for purchasing, leasing or ordering or arranging for or recommending the purchasing, leasing or ordering of any item or service for which payment may be made in whole or in part by Medicare, Medicaid, Tricare or other Government Health Care Program, (B) knowingly and willfully presented or caused to be presented a claim for an item or service that was not provided as claimed, or was for an

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item or service and the person knew or should have known the claim was false or fraudulent, or (C) to the Company’s knowledge, violated 42 U.S.C. §1395nn or any regulation promulgated to such statute (the “Stark Law”) including, without limitation, presented or caused to be presented a claim for a “designated health service” (as defined in the Stark Law) payable by Medicare or Medicaid, furnished pursuant to a referral by a physician that had (or whose immediate family member had) a financial relationship with the Company, any of its subsidiaries, or any entity managed by the Company or any of its subsidiaries that did not meet an applicable Stark Law exception. Except as individually or in the aggregate could not reasonably be expected to have a Material Adverse Effect, neither the Company nor any of its subsidiaries, nor any entity managed by the Company or any of its subsidiaries, nor have any of their respective officers or directors, agents, employees or affiliates, on behalf of the Company, any of its subsidiaries, or any entity managed by the Company or any of its subsidiaries violated the Federal False Claims Act, 31 U.S.C. §3729, including without limitation (i) knowingly presenting or causing to be presented to a government official a false claim for payment or approval, (ii) knowingly made, used or caused to be made or used, a false record or statement to get a false or fraudulent claim paid or approved by the government, (iii) conspired to defraud the government by getting a false or fraudulent claim paid or (iv) presented a claim that was in violation of 42 U.S.C. §1320a-7b(b). Except as disclosed in the Offering Memorandum, and except as individually or in the aggregate could not reasonably be expected to have a Material Adverse Effect, to the Company’s knowledge, the Company, each of its subsidiaries, and each entity managed by the Company or any of its subsidiaries are in material compliance with the privacy and security rules promulgated under the Health Insurance Portability and Accountability Act of 1996 found at 45 C.F.R. parts 160-164 (collectively, “HIPAA”) and the amendments to HIPAA made under the Health Information Technology for Economic and Clinical Health Act amendments to the American Recovery and Reinvestment Act of 2009.

(ggg) Neither the Company, nor any of its subsidiaries, nor any entity managed by the Company or its subsidiaries, nor any of their respective officers or directors, agents, employees or affiliates, on behalf of the Company, any of its subsidiaries, or any entity managed by the Company or any of its subsidiaries, have violated 18 U.S.C. §1347 including, but not limited to, knowingly and willfully executing or attempting to execute a scheme or artifice by means of false or fraudulent pretenses (i) to defraud any health care benefit program, or (ii) to obtain, any money or property owned by, under the custody or control of, any health benefit program.

Any certificate signed by any officer of the Company or a Guarantor and delivered to the Representatives or counsel for the Initial Purchasers in connection with the offering of the Notes shall be deemed a representation and warranty by the Company or such Guarantor, jointly and severally, as to matters covered thereby, to each Initial Purchaser.

3. Purchase of the Notes by the Initial Purchasers, Agreements to Sell, Purchase and Resell.

(a) The Company and the Guarantors, jointly and severally hereby agree, on the basis of the representations, warranties, covenants and agreements of the Initial Purchasers contained

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herein and subject to all the terms and conditions set forth herein, to issue and sell to the Initial Purchasers and, upon the basis of the representations, warranties and agreements of the Company and the Guarantors herein contained and subject to all the terms and conditions set forth herein, each of the Initial Purchasers agrees, severally and not jointly, to purchase from the Company, at a purchase price of 97.994% of the principal amount thereof, the principal amount of Notes set forth opposite the name of such Initial Purchaser in Schedule I hereto. The Company and the Guarantors shall not be obligated to deliver any of the securities to be delivered hereunder except upon payment for all of the securities to be purchased as provided herein.

(b) Each of the Initial Purchasers, severally and not jointly, hereby represents and warrants to the Company that it will offer the Notes for sale upon the terms and conditions set forth in this Agreement and in the Pricing Disclosure Package. Each of the Initial Purchasers, severally and not jointly, hereby represents and warrants to, and agrees with, the Company, on the basis of the representations, warranties and agreements of the Company and the Guarantors, that such Initial Purchaser: (i) is a QIB with such knowledge and experience in financial and business matters as are necessary in order to evaluate the merits and risks of an investment in the Notes; (ii) is purchasing the Notes pursuant to a private sale exempt from registration under the Securities Act; (iii) in connection with the Exempt Resales, will solicit offers to buy the Notes only from, and will offer to sell the Notes only to, the Eligible Purchasers in accordance with this Agreement and on the terms contemplated by the Pricing Disclosure Package; and (iv) will not offer or sell the Notes, nor has it offered or sold the Notes by, or otherwise engaged in, any form of general solicitation or general advertising (within the meaning of Regulation D, including, but not limited to, advertisements, articles, notices or other communications published in any newspaper, magazine, or similar medium or broadcast over television or radio, or any seminar or meeting whose attendees have been invited by any general solicitation or general advertising) and will not engage in any directed selling efforts within the meaning of Rule 902 under the Securities Act, in connection with the offering of the Notes. The Initial Purchasers have advised the Company that they will offer the Notes to Eligible Purchasers at a price initially equal to 100.000% of the principal amount thereof, plus accrued interest, if any, from the date of issuance of the Notes. Such price may be changed by the Initial Purchasers at any time without notice.

(c) Each of the Initial Purchasers, severally and not jointly, represents and warrants to the Company that:

(i) it has complied and will comply with all applicable provisions of the Financial Services and Markets Act 2000 (the “FSMA”) with respect to anything done by it in relation to the Notes in, from or otherwise involving the United Kingdom, and it has only communicated or caused to be communicated and it will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of section 21 of the FSMA) received by it in connection with the issue or sale of any Notes, in circumstances in which section 21(1) of the FSMA does not apply to the Company; and

(ii) in relation to each Member State of the European Economic Area which has implemented the Prospectus Directive (each, a Relevant Member State), with effect from and including the date on which the Prospectus

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Directive is implemented in that Relevant Member State (the “Relevant Implementation Date”), it has not made and will not make an offer of the Notes which are the subject of the offering contemplated by the Offering Memorandum to the public in that Relevant Member State other than:

(A) to legal entities which are authorized or regulated to operate in the financial markets or, if not so authorized or regulated, whose corporate purpose is solely to invest in securities;

(B) to any legal entity which has two or more of (1) an average of at least 250 employees during the last financial year; (2) a total balance sheet of more than €43,000,000 and (3) an annual net turnover of more than €50,000,000, as shown in its last annual or consolidated accounts; or

(C) in any other circumstances which do not require the publication by the issuer of a prospectus pursuant to Article 3 of the Prospectus Directive;

provided that no such offer of Notes shall require the Company or any Initial Purchaser to publish a prospectus pursuant to Article 3 of the Prospectus Directive.

For the purposes of this representation, the expression an “offer of Notes to the public” in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the Notes to be offered so as to enable an investor to decide to purchase or subscribe to the Notes, as the same may be varied in that Relevant Member State by any measure implementing the Prospectus Directive in that Relevant Member State and the expression “Prospectus Directive” means Directive 2003/71/EC and includes any relevant implementing measure in each Relevant Member State.

(d) The Initial Purchasers have not nor, prior to the later to occur of (A) the Closing Date and (B) completion of the distribution of the Notes, will they, use, authorize use of, refer to or distribute any material in connection with the offering and sale of the Notes other than (i) the Preliminary Offering Memorandum, the Pricing Disclosure Package, the Offering Memorandum, (ii) any written communication that contains no “issuer information” (as defined in Rule 433(h)(2) under the Act) that was not included in the Preliminary Offering Memorandum, (iii) any written communication prepared by such Initial Purchaser and approved by the Company in writing, or (iv) any written communication relating to or that contains the terms of the Notes and/or other information that was included in the Preliminary Offering Memorandum, the Pricing Disclosure Package or the Offering Memorandum.

(e) Each of the Initial Purchasers hereby acknowledges that upon original issuance thereof, and until such time as the same is no longer required under the applicable requirements of the Securities Act, the Notes (and all securities issued in exchange therefore or in substitution thereof) shall bear legends substantially in the forms as set forth in the “Transfer Restrictions”

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section of the Pricing Disclosure Package and Offering Memorandum (along with such other legends as the Company, the Trustee or their respective counsel deem necessary or appropriate).

Each of the Initial Purchasers understands that the Company and, for purposes of the opinions to be delivered to the Initial Purchasers pursuant to Sections 7(b) and 7(c) hereof, counsel to the Company and counsel to the Initial Purchasers, will rely upon the accuracy and truth of the foregoing representations, warranties and agreements, and the Initial Purchasers hereby consent to such reliance.

4. Delivery of the Notes and Payment Therefor. Delivery to the Initial Purchasers of and payment for the Notes shall be made at the office of Cahill Gordon & Reindel LLP, at 10:00 A.M., New York City time, on August 17, 2010 (the “Closing Date”). The place of closing for the Notes and the Closing Date may be varied by agreement between the Initial Purchasers and the Company.

The Notes will be delivered to the Initial Purchasers, or the Trustee as custodian for The Depository Trust Company (“DTC”), against payment by or on behalf of the Initial Purchasers of the purchase price therefor by wire transfer in immediately available funds, by causing DTC to credit the Notes to the account of the Initial Purchasers at DTC. The Notes will be evidenced by one or more global securities in definitive form (the “Global Notes”) and will be registered in the name of Cede & Co. as nominee of DTC. The Notes to be delivered to the Initial Purchasers shall be made available to the Initial Purchasers in New York City for inspection not later than 5:00 P.M., New York City time, on the business day immediately preceding the Closing Date.

5. Agreements of the Company and the Guarantors. The Company and the Guarantors, jointly and severally, agree with each of the Initial Purchasers as follows:

(a) The Company and the Guarantors will furnish to the Initial Purchasers, without charge, within one business day of the date of the Offering Memorandum, such number of copies of the Offering Memorandum as may then be amended or supplemented as they may reasonably request.

(b) The Company and the Guarantors will prepare the Offering Memorandum in a form approved by the Initial Purchasers and will not make any amendment or supplement to the Pricing Disclosure Package or to the Offering Memorandum of which the Initial Purchasers shall not previously have been advised or to which they shall reasonably object after being so advised.

(c) The Company and each of the Guarantors consents to the use of the Pricing Disclosure Package and the Offering Memorandum in accordance with the securities or Blue Sky laws of the jurisdictions in which the Notes are offered by the Initial Purchasers and by all Eligible Purchasers to whom Notes may be sold, in connection with the offering and sale of the Notes.

(d) If, at any time prior to completion of the distribution of the Notes by the Initial Purchasers to Eligible Purchasers, any event occurs or information becomes known that, in the judgment of the Company or any of the Guarantors or in the opinion of counsel for the Initial Purchasers, should be set forth in the Pricing Disclosure Package or

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the Offering Memorandum so that the Pricing Disclosure Package or the Offering Memorandum, as then amended or supplemented, does not include any untrue statement of material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it is necessary to supplement or amend the Pricing Disclosure Package or the Offering Memorandum in order to comply with applicable law, the Company and the Guarantors will forthwith prepare an appropriate supplement or amendment thereto, and will expeditiously furnish to the Initial Purchasers and dealers a reasonable number of copies thereof.

(e) None of the Company nor any Guarantor will make any offer to sell or solicitation of an offer to buy the Notes that would constitute a Free Writing Offering Document without the prior consent of the Representatives, which consent shall not be unreasonably withheld or delayed. If at any time following issuance of a Free Writing Offering Document any event occurred or occurs as a result of which such Free Writing Offering Document conflicts with the information in the Preliminary Offering Memorandum, the Pricing Disclosure Package or the Offering Memorandum or, when taken together with the information in the Preliminary Offering Memorandum, the Pricing Disclosure Package or the Offering Memorandum, includes an untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances then prevailing, not misleading, as promptly as practicable after becoming aware thereof, the Company will give notice thereof to the Initial Purchasers through the Representatives and, if requested by the Representatives, will prepare and furnish without charge to each Initial Purchaser a Free Writing Offering Document or other document which will correct such conflict, statement or omission.

(f) Promptly from time to time to take such action as the Initial Purchasers may reasonably request to qualify the Notes for offering and sale under the securities or Blue Sky laws of such jurisdictions as the Initial Purchasers may request and to comply with such laws so as to permit the continuance of sales and dealings therein in such jurisdictions for as long as may be necessary to complete the distribution of the Notes; provided that in connection therewith the Company shall not be required to (i) qualify as a foreign corporation in any jurisdiction in which it would not otherwise be required to so qualify, (ii) file a general consent to service of process in any such jurisdiction, or (iii) subject itself to taxation in any jurisdiction in which it would not otherwise be subject.

(g) For a period commencing on the date hereof and ending on the 120th day after the date of the Offering Memorandum, the Company and the Guarantors agree not to, directly or indirectly, (i) offer for sale, sell, or otherwise dispose of (or enter into any transaction or device that is designed to, or would be expected to, result in the disposition by any person at any time in the future of) any debt securities of the Company substantially similar to the Notes or securities convertible into or exchangeable for such debt securities of the Company, or sell or grant options, rights or warrants with respect to such debt securities of the Company or securities convertible into or exchangeable for such debt securities of the Company, (ii) enter into any swap or other derivatives transaction that transfers to another, in whole or in part, any of the economic benefits or

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risks of ownership of such debt securities of the Company, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of debt securities of the Company or other securities, in cash or otherwise, (iii) file or cause to be filed a registration statement, including any amendments, with respect to the registration of debt securities of the Company substantially similar to the Notes or securities convertible, exercisable or exchangeable into debt securities of the Company, or (iv) publicly announce an offering of any debt securities of the Company substantially similar to the Notes or securities convertible or exchangeable into such debt securities, in each case without the prior written consent of the Representatives, on behalf of the Initial Purchasers, except the Exchange Notes and the Exchange Guarantees in connection with the Exchange Offer and the filing of any registration statement required to be filed by the Registration Rights Agreement.

(h) If at any time there are Notes outstanding and the Company is not subject to Section 13 or 15(d) of the Exchange Act, then the Company and the Guarantors will furnish at their expense to the Initial Purchasers, and, upon request, to the holders of the Notes and prospective purchasers of the Notes the information required by Rule 144A(d)(4) under the Securities Act (if any) in order to permit compliance with Rule 144A in connection with resales of the Notes by the Initial Purchasers or such holders.

(i) The Company and the Guarantors will apply the net proceeds from the sale of the Notes to be sold by it hereunder substantially in accordance with the description set forth in the Pricing Disclosure Package and the Offering Memorandum under the caption “Use of Proceeds.”

(j) The Company, the Guarantors and their respective affiliates will not take, directly or indirectly, any action designed to or that has constituted or that reasonably could be expected to cause or result in the stabilization or manipulation of the price of any security of the Company or the Guarantors in connection with the offering of the Notes.

(k) The Company and the Guarantors will use their commercially reasonable efforts to permit the Notes to be eligible for clearance and settlement through DTC.

(l) Until the second anniversary of the Closing Date, the Company and the Guarantors will not, and will not permit any of their respective affiliates (as defined in Rule 144 under the Securities Act) to, resell any of the Notes that have been acquired by any of them, except for Notes purchased by the Company, the Guarantors or any of their respective affiliates and resold in a transaction registered under the Securities Act.

(m) The Company and the Guarantors agree not to sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined in the Securities Act) that would be integrated with the sale of the Notes in a manner that would require the registration under the Securities Act of the sale to the Initial Purchasers or the Eligible Purchasers of the Notes. The Company and the Guarantors will take reasonable precautions designed to insure that any offer or sale, direct or indirect, in the United States or to any U.S. person (as defined in Rule 902 under the Securities Act), of any

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Notes or any substantially similar security issued by the Company or any Guarantor, within six months subsequent to the date on which the distribution of the Notes has been completed (as notified to the Company by the Initial Purchasers), is made under restrictions and other circumstances reasonably designed not to affect the status of the offer and sale of the Notes in the United States and to U.S. persons contemplated by this Agreement as transactions exempt from the registration provisions of the Securities Act, including any sales pursuant to Rule 144A under, or Regulations D or S of, the Securities Act.

(n) The Company and the Guarantors agree to comply with all the terms and conditions of the Registration Rights Agreement and all agreements set forth in the representation letter of the Company and the Guarantors to DTC relating to the approval of the Notes by DTC for “book entry” transfer.

(o) The Company and the Guarantors will do and perform all things required or necessary to be done and performed under this Agreement by them prior to the Closing Date, and to satisfy all conditions precedent to the Initial Purchasers’ obligations hereunder to purchase the Notes.

6. Expenses. Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company and the Guarantors, jointly and severally, agree to pay all expenses, costs, fees and taxes incident to and in connection with: (a) the preparation, printing, filing and distribution of the Preliminary Offering Memorandum, the Pricing Disclosure Package and the Offering Memorandum (including, without limitation, financial statements and exhibits) and all amendments and supplements thereto (including the fees, disbursements and expenses of the Company’s and the Guarantors’ accountants and counsel, but not, however, legal fees and expenses of the Initial Purchasers’ counsel incurred in connection therewith); (b) the preparation, printing (including, without limitation, word processing and duplication costs) and delivery of this Agreement, the Indenture, the Registration Rights Agreement, all Blue Sky memoranda and all other agreements, memoranda, correspondence and other documents printed and delivered in connection therewith and with the Exempt Resales (but not, however, legal fees and expenses of the Initial Purchasers’ counsel incurred in connection with any of the foregoing other than fees of such counsel plus reasonable disbursements incurred in connection with the preparation, printing and delivery of such Blue Sky memoranda); (c) the issuance and delivery by the Company of the Notes and by the Guarantors of the Guarantees and any taxes payable in connection therewith; (d) the qualification of the Notes and Exchange Notes for offer and sale under the securities or Blue Sky laws of the several states and any foreign jurisdictions as the Initial Purchasers may designate (including, without limitation, the reasonable fees and disbursements of the Initial Purchasers’ counsel relating to such registration or qualification); (e) the furnishing of such copies of the Preliminary Offering Memorandum, the Pricing Disclosure Package and the Offering Memorandum, and all amendments and supplements thereto, as may be reasonably requested for use in connection with the Exempt Resales; (f) the preparation of certificates for the Notes (including, without limitation, printing and engraving thereof); (g) the approval of the Notes by DTC for “book-entry” transfer (including fees and expenses of counsel for the Initial Purchasers); (h) the rating of the Notes and the Exchange Notes; (i) the obligations of the Trustee, any agent of the Trustee and the counsel for the Trustee in connection with the Indenture, the Notes, the Guarantees, the

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Exchange Notes and the Exchange Guarantees; (j) the performance by the Company and the Guarantors of their other obligations under this Agreement; and (k) all travel expenses (including expenses related to chartered aircraft) of each Initial Purchaser and the Company’s officers and employees and any other expenses of each Initial Purchaser and the Company in connection with attending or hosting meetings with prospective purchasers of the Notes, and expenses associated with any electronic road show.

7. Conditions to Initial Purchasers’ Obligations. The respective obligations of the Initial Purchasers hereunder are subject to the accuracy, when made and on and as of the Closing Date, of the representations and warranties of the Company and the Guarantors contained herein, to the performance by the Company and the Guarantors of their respective obligations hereunder, and to each of the following additional terms and conditions:

(a) All corporate proceedings and other legal matters incident to the authorization, form and validity of this Agreement, the Notes, the Guarantees, the Exchange Notes, the Exchange Guarantees, the Registration Rights Agreement, the Indenture, the Transaction Agreements, the Pricing Disclosure Package and the Offering Memorandum, and all other legal matters relating to this Agreement and the transactions contemplated hereby shall be reasonably satisfactory in all material respects to counsel for the Initial Purchasers, and the Company and the Guarantors shall have furnished to such counsel all documents and information that they may reasonably request to enable them to pass upon such matters.

(b) (i) Greenberg Traurig, LLP and/or Greenberg Traurig, P.A. shall have furnished to the Initial Purchasers their written opinion, as counsel to the Company and the Guarantors, addressed to the Initial Purchasers and dated the Closing Date, in form and substance reasonably satisfactory to the Initial Purchasers, substantially in the form of Exhibit B hereto and (ii) each local counsel listed on Schedule IV hereto shall have furnished to the Initial Purchasers its written opinion, as counsel to the Company and the Guarantors in its respective jurisdiction, addressed to the Initial Purchasers and dated the Closing Date, in form and substance reasonably satisfactory to the Initial Purchasers.

(c) The Initial Purchasers shall have received from (i) Cahill Gordon & Reindel LLP, counsel for the Initial Purchasers and (ii) Winston & Strawn LLP, special regulatory counsel for the Initial Purchasers, such opinion or opinions, dated the Closing Date, with respect to the issuance and sale of the Notes, the Pricing Disclosure Package, the Offering Memorandum and other related matters as the Initial Purchasers may reasonably require, and the Company shall have furnished to such counsel such documents and information as such counsel reasonably requests for the purpose of enabling them to pass upon such matters.

(d) At the time of execution of this Agreement, the Initial Purchasers shall have received from each of PricewaterhouseCoopers LLP and Ernst & Young LLP a letter, in form and substance satisfactory to the Initial Purchasers, addressed to the Initial Purchasers and dated the date hereof (i) confirming that they are independent public accountants within the meaning of the Securities Act and are in compliance with the applicable requirements relating to the qualification of accountants under Rule 2-01 of

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Regulation S-X of the Commission and (ii) stating, as of the date hereof (or, with respect to matters involving changes or developments since the respective dates as of which specified financial information is given in the Pricing Disclosure Package, as of a date not more than three days prior to the date hereof), the conclusions and findings of such firm with respect to the financial information and (iii) covering such other matters as are ordinarily covered by accountants’ “comfort letters” to underwriters in connection with registered public offerings.

(e) With respect to each of the letters of PricewaterhouseCoopers LLP and Ernst & Young LLP referred to in the preceding paragraph above and delivered to the Initial Purchasers concurrently with the execution of this Agreement (the “initial letter”), the Company shall have furnished to the Initial Purchasers a “bring-down letter” of such accountants, addressed to the Initial Purchasers and dated the Closing Date (i) confirming that they are independent public accountants within the meaning of the Securities Act and are in compliance with the applicable requirements relating to the qualification of accountants under Rule 2-01 of Regulation S-X of the Commission, (ii) stating, as of the Closing Date (or, with respect to matters involving changes or developments since the respective dates as of which specified financial information is given in each of the Pricing Disclosure Package or the Offering Memorandum, as of a date not more than three business days prior to the date of the Closing Date), the conclusions and findings of such firm with respect to the financial information and other matters covered by the initial letter, and (iii) confirming in all material respects the conclusions and findings set forth in the initial letter.

(f) Except as described in the Pricing Disclosure Package and the Offering Memorandum, (i) neither the Company, any Guarantor nor any of their respective subsidiaries shall have sustained, since the date of the latest audited financial statements included in the Pricing Disclosure Package and the Offering Memorandum, any loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree, or (ii) since such date, there shall not have been any change in the capital stock or long-term debt of the Company, any Guarantor or any of their respective subsidiaries or any change, or any development involving a prospective change, in or affecting the condition (financial or otherwise), results of operations, stockholders’ equity, properties, management, business or prospects of the Company, the Guarantors and their respective subsidiaries, taken as a whole, the effect of which, in any such case described in clause (i) or (ii) is, individually or in the aggregate, in the judgment of the Representatives, so material and adverse as to make it impracticable or inadvisable to proceed with the offering or the delivery of the Notes being delivered on the Closing Date on the terms and in the manner contemplated in the Pricing Disclosure Package and the Offering Memorandum.

(g) The Company and each Guarantor shall have furnished or caused to be furnished to the Initial Purchasers dated as of the Closing Date a certificate of the Chief Executive Officer and Chief Financial Officer of the Company and each Guarantor, or other officers satisfactory to the Initial Purchasers, as to such matters as the Representatives may reasonably request, including, without limitation, a statement that:

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(i) The representations, warranties and agreements of the Company and the Guarantors in Section 2 are true and correct on and as of the Closing Date, and the Company has complied with all its agreements contained herein and satisfied all the conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date; and

(ii) They have examined the Pricing Disclosure Package and the Offering Memorandum, and, in their opinion, (A) the Pricing Disclosure Package, as of the Applicable Time, and the Offering Memorandum, as of its date and as of the Closing Date, did not and do not contain any untrue statement of a material fact and did not and do not omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading and (B) since the date of the Pricing Disclosure Package and the Offering Memorandum, no event has occurred which should have been set forth in a supplement or amendment to the Pricing Disclosure Package and the Offering Memorandum.

(h) The Notes shall be eligible for clearance and settlement through DTC.

(i) The Company and the Guarantors shall have executed and delivered the Registration Rights Agreement, and the Initial Purchasers shall have received an electronic copy thereof, duly executed by the Company and the Guarantors.

(j) The Company, the Guarantors and the Trustee shall have executed and delivered the Indenture, and the Initial Purchasers shall have received an electronic copy thereof, duly executed by the Company, the Guarantors and the Trustee.

(k) Subsequent to the execution and delivery of this Agreement there shall not have occurred any of the following: (i) trading in securities generally on the New York Stock Exchange, the NASDAQ or the NYSE Amex Equities or in the over-the-counter market, or trading in any securities of the Company on any exchange or in the over-the-counter market, shall have been suspended or materially limited or the settlement of such trading generally shall have been materially disrupted or minimum prices shall have been established on any such exchange or such market by the Commission, by such exchange or by any other regulatory body or governmental authority having jurisdiction, (ii) a general moratorium on commercial banking activities shall have been declared by federal or state authorities, (iii) the United States shall have become engaged in hostilities, there shall have been an escalation in hostilities involving the United States or there shall have been a declaration of a national emergency or war by the United States, or (iv) there shall have occurred such a material adverse change in general economic, political or financial conditions, including, without limitation, as a result of terrorist activities after the date hereof (or the effect of international conditions on the financial markets in the United States shall be such), as to make it, in the judgment of the Representatives, impracticable or inadvisable to proceed with the offering or delivery of the Notes being delivered on the Closing Date on the terms and in the manner contemplated in the Offering Memorandum or that, in the judgment of the Representatives, could materially and adversely affect the financial markets or the markets for the Notes and other debt securities.

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(l) Concurrently with or prior to the issue and sale of the Notes by the Company, the Company shall have entered into the New Credit Facility; the Representatives shall have received conformed counterparts thereof and all other documents and agreements entered into and received thereunder in connection with the closing of the New Credit Facility.

(m) (i) Substantially concurrent with the closing of the offering of the Notes, the Merger and the Acquisition shall be consummated in accordance with the terms of the Merger Agreement as set forth in the Pricing Disclosure Package and the Offering Memorandum and (ii) substantially concurrent with the closing of the offering of the Notes, the New Credit Facility shall have closed and approximately $800.0 million shall have been borrowed thereunder.

(n) Substantially concurrently with the closing of the offering of the Notes, each of the Additional Guarantors shall have executed and delivered the Joinder Agreement, and the Initial Purchasers shall have received an electronic copy thereof, duly executed by each of the Additional Guarantors.

(o) On or prior to the Closing Date, the Company and the Guarantors shall have furnished to the Initial Purchasers such further certificates and documents as the Initial Purchasers may reasonably request.

All opinions, letters, evidence and certificates mentioned above or elsewhere in this Agreement shall be deemed to be in compliance with the provisions hereof only if they are in form and substance reasonably satisfactory to counsel for the Initial Purchasers.

8. Indemnification and Contribution.

(a) The Company and each Guarantor, hereby agrees, jointly and severally, to indemnify and hold harmless each Initial Purchaser, its affiliates, directors, officers and employees and each person, if any, who controls any Initial Purchaser within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, from and against any loss, claim, damage or liability, joint or several, or any action in respect thereof (including, but not limited to, any loss, claim, damage, liability or action relating to purchases and sales of Notes), to which that Initial Purchaser, affiliate, director, officer, employee or controlling person may become subject, under the Securities Act or otherwise, insofar as such loss, claim, damage, liability or action arises out of, or is based upon, (i) any untrue statement or alleged untrue statement of a material fact contained (A) in any Free Writing Offering Document, the Preliminary Offering Memorandum, the Pricing Disclosure Package or the Offering Memorandum or in any amendment or supplement thereto, (B) in any Blue Sky application or other document prepared or executed by the Company or any Guarantor (or based upon any written information furnished by the Company or any Guarantor) specifically for the purpose of qualifying any or all of the Notes under the securities laws of any state or other jurisdiction (any such application, document or information being hereinafter called a “Blue Sky Application”), or (C) in any materials or information provided to investors by, or with the approval of, the Company or any Guarantor in connection with the marketing of the offering of the Notes (“Marketing Materials”), including any road show or investor presentations made to investors

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by the Company (whether in person or electronically), or (ii) the omission or alleged omission to state in any Free Writing Offering Document, the Preliminary Offering Memorandum, the Pricing Disclosure Package or the Offering Memorandum, or in any amendment or supplement thereto, or in any Blue Sky Application or in any Marketing Materials, any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and shall reimburse each Initial Purchaser and each such director, officer, employee or controlling person promptly upon demand for any legal or other expenses reasonably incurred by that Initial Purchaser, director, officer, employee or controlling person in connection with investigating or defending or preparing to defend against any such loss, claim, damage, liability or action as such expenses are incurred; provided, however, that the Company and the Guarantors shall not be liable in any such case to the extent that any such loss, claim, damage, liability or action arises out of, or is based upon, any untrue statement or alleged untrue statement or omission or alleged omission made in any Preliminary Offering Memorandum, the Pricing Disclosure Package or Offering Memorandum, or in any such amendment or supplement thereto, or in any Blue Sky Application or in any Marketing Materials, in reliance upon and in conformity with written information concerning such Initial Purchaser furnished to the Company through the Representatives by or on behalf of any Initial Purchaser specifically for inclusion therein, which information consists solely of the information specified in Section 8(e). The foregoing indemnity agreement is in addition to any liability that the Company or the Guarantors may otherwise have to any Initial Purchaser or to any affiliate, director, officer, employee or controlling person of that Initial Purchaser.

(b) Each Initial Purchaser, severally and not jointly, hereby agrees to indemnify and hold harmless the Company, each Guarantor, their respective officers and employees, each of their respective directors, and each person, if any, who controls the Company or any Guarantor within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, from and against any loss, claim, damage or liability, joint or several, or any action in respect thereof, to which the Company, any Guarantor or any such director, officer, employee or controlling person may become subject, under the Securities Act or otherwise, insofar as such loss, claim, damage, liability or action arises out of, or is based upon, (i) any untrue statement or alleged untrue statement of a material fact contained (A) in any Free Writing Offering Document, Preliminary Offering Memorandum, the Pricing Disclosure Package or the Offering Memorandum or in any amendment or supplement thereto, (B) in any Blue Sky Application, or (C) in any Marketing Materials, or (ii) the omission or alleged omission to state in any Free Writing Offering Document, Preliminary Offering Memorandum, the Pricing Disclosure Package or the Offering Memorandum, or in any amendment or supplement thereto, or in any Blue Sky Application or in any Marketing Materials any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, but in each case only to the extent that the untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information concerning such Initial Purchaser furnished to the Company through the Representatives by or on behalf of that Initial Purchaser specifically for inclusion therein, which information is limited to the information set forth in Section 8(e). The foregoing indemnity agreement is in addition to any liability that any Initial Purchaser may otherwise have to the Company, any Guarantor or any such director, officer, employee or controlling person.

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(c) Promptly after receipt by an indemnified party under this Section 8 of notice of any claim or the commencement of any action, the indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party under this Section 8, notify the indemnifying party in writing of the claim or the commencement of that action; provided, however, that the failure to notify the indemnifying party shall not relieve it from any liability that it may have under this Section 8 except to the extent it has been materially prejudiced (through the forfeiture of substantive rights or defenses) by such failure and; provided, further, that the failure to notify the indemnifying party shall not relieve it from any liability that it may have to an indemnified party otherwise than under this Section 8. If any such claim or action shall be brought against an indemnified party, and it shall notify the indemnifying party thereof, the indemnifying party shall be entitled to participate therein and, to the extent that it wishes, jointly with any other similarly notified indemnifying party, to assume the defense thereof with counsel reasonably satisfactory to the indemnified party. After notice from the indemnifying party to the indemnified party of its election to assume the defense of such claim or action, the indemnifying party shall not be liable to the indemnified party under this Section 8 for any legal or other expenses subsequently incurred by the indemnified party in connection with the defense thereof other than reasonable costs of investigation; provided, however, that the Initial Purchasers shall have the right to employ counsel to represent jointly the Initial Purchasers and their respective directors, officers, employees and controlling persons who may be subject to liability arising out of any claim in respect of which indemnity may be sought by the Initial Purchasers against the Company or any Guarantor under this Section 8, if (i) the Company, the Guarantors and the Initial Purchasers shall have so mutually agreed; (ii) the Company and the Guarantors have failed within a reasonable time to retain counsel reasonably satisfactory to the Initial Purchasers; (iii) the Initial Purchasers and their respective directors, officers, employees and controlling persons shall have reasonably concluded, based on the advice of counsel, that there may be legal defenses available to them that are different from or in addition to those available to the Company and the Guarantors; or (iv) the named parties in any such proceeding (including any impleaded parties) include both the Initial Purchasers or their respective directors, officers, employees or controlling persons, on the one hand, and the Company and the Guarantors, on the other hand, and representation of both sets of parties by the same counsel would present a conflict due to actual or potential differing interests between them, and in any such event the fees and expenses of such separate counsel shall be paid by the Company and the Guarantors. No indemnifying party shall (x) without the prior written consent of the indemnified parties (which consent shall not be unreasonably withheld), settle or compromise or consent to the entry of any judgment with respect to any pending or threatened claim, action, suit or proceeding in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified parties are actual or potential parties to such claim or action) unless such settlement, compromise or consent includes an unconditional release of each indemnified party from all liability arising out of such claim, action, suit or proceeding and does not include a statement as to, or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party, or (y) be liable for any settlement of any such action effected without its written consent (which consent shall not be unreasonably withheld), but if settled with the consent of the indemnifying party or if there be a final judgment of the plaintiff in any such action, the indemnifying party agrees to indemnify and hold harmless any indemnified party from and against any loss or liability by reason of such settlement or judgment.

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(d) If the indemnification provided for in this Section 8 shall for any reason be unavailable to or insufficient to hold harmless an indemnified party under Section 8(a) or 8(b) in respect of any loss, claim, damage or liability, or any action in respect thereof, referred to therein, then each indemnifying party shall, in lieu of indemnifying such indemnified party, contribute to the amount paid or payable by such indemnified party as a result of such loss, claim, damage or liability, or action in respect thereof, (i) in such proportion as shall be appropriate to reflect the relative benefits received by the Company and the Guarantors, on the one hand, and the Initial Purchasers, on the other, from the offering of the Notes, or (ii) if the allocation provided by clause (i) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of the Company and the Guarantors, on the one hand, and the Initial Purchasers, on the other, with respect to the statements or omissions that resulted in such loss, claim, damage or liability, or action in respect thereof, as well as any other relevant equitable considerations. The relative benefits received by the Company and the Guarantors, on the one hand, and the Initial Purchasers, on the other, with respect to such offering shall be deemed to be in the same proportion as the total net proceeds from the offering of the Notes purchased under this Agreement (before deducting expenses) received by the Company and the Guarantors, on the one hand, and the total underwriting discounts and commissions received by the Initial Purchasers with respect to the Notes purchased under this Agreement, on the other hand, bear to the total gross proceeds from the offering of the Notes under this Agreement as set forth on the cover page of the Offering Memorandum. The relative fault shall be determined by reference to whether the untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact relates to information supplied by the Company, the Guarantors, or the Initial Purchasers, the intent of the parties and their relative knowledge, access to information and opportunity to correct or prevent such statement or omission. For purposes of the preceding two sentences, the net proceeds deemed to be received by the Company shall be deemed to be also for the benefit of the Guarantors, and information supplied by the Company shall also be deemed to have been supplied by the Guarantors. The Company, the Guarantors, and the Initial Purchasers agree that it would not be just and equitable if contributions pursuant to this Section 8(d) were to be determined by pro rata allocation (even if the Initial Purchasers were treated as one entity for such purpose) or by any other method of allocation that does not take into account the equitable considerations referred to herein. The amount paid or payable by an indemnified party as a result of the loss, claim, damage or liability, or action in respect thereof, referred to above in this Section 8(d) shall be deemed to include, for purposes of this Section 8(d), any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this Section 8(d), no Initial Purchaser shall be required to contribute any amount in excess of the amount by which the net proceeds from the sale to Eligible Purchasers of the Notes initially purchased by it exceeds the amount of any damages that such Initial Purchaser has otherwise paid or become liable to pay by reason of any untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The Initial Purchasers’ obligations to contribute as provided in this Section 8(d) are several in proportion to their respective purchase obligations and not joint.

(e) The Initial Purchasers severally confirm and the Company and the Guarantors acknowledge and agree that the statements with respect to the offering of the Notes by the Initial

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Purchasers set forth in the last paragraph on the front cover of the Offering Memorandum and in the first paragraph of the section entitled “Plan of Distribution – Over-Allotment, Stabilizing and Related Transactions” in the Pricing Disclosure Package and the Offering Memorandum are correct and constitute the only information concerning such Initial Purchasers furnished in writing to the Company or any Guarantor by or on behalf of the Initial Purchasers specifically for inclusion in the Preliminary Offering Memorandum, the Pricing Disclosure Package and the Offering Memorandum or in any amendment or supplement thereto.

9. Defaulting Initial Purchasers.

(a) If, on the Closing Date, any Initial Purchaser defaults in its obligations to purchase the Notes that it has agreed to purchase under this Agreement, the remaining non-defaulting Initial Purchasers may in their discretion arrange for the purchase of such Notes by the non-defaulting Initial Purchasers or other persons satisfactory to the Company on the terms contained in this Agreement. If, within 36 hours after any such default by any Initial Purchaser, the non-defaulting Initial Purchasers do not arrange for the purchase of such Notes, then the Company shall be entitled to a further period of 36 hours within which to procure other persons satisfactory to the non-defaulting Initial Purchasers to purchase such Notes on such terms. In the event that within the respective prescribed periods, the non-defaulting Initial Purchasers notify the Company that they have so arranged for the purchase of such Notes, or the Company notifies the non-defaulting Initial Purchasers that it has so arranged for the purchase of such Notes, either the non-defaulting Initial Purchasers or the Company may postpone the Closing Date for up to seven full business days in order to effect any changes that in the opinion of counsel for the Company or counsel for the Initial Purchasers may be necessary in the Pricing Disclosure Package, the Offering Memorandum or in any other document or arrangement, and the Company agrees to promptly prepare any amendment or supplement to the Pricing Disclosure Package or the Offering Memorandum that effects any such changes. As used in this Agreement, the term “Initial Purchaser” includes, for all purposes of this Agreement unless the context requires otherwise, any party not listed in Schedule I hereto that, pursuant to this Section 9, purchases Notes that a defaulting Initial Purchaser agreed but failed to purchase.

(b) If, after giving effect to any arrangements for the purchase of the Notes of a defaulting Initial Purchaser or Initial Purchasers by the non-defaulting Initial Purchasers and the Company as provided in paragraph (a) above, the aggregate principal amount of such Notes that remains unpurchased does not exceed one-tenth of the aggregate principal amount of all the Notes, then the Company shall have the right to require each non-defaulting Initial Purchaser to purchase the principal amount of Notes that such Initial Purchaser agreed to purchase hereunder plus such Initial Purchaser’s pro rata share (based on the principal amount of Notes that such Initial Purchaser agreed to purchase hereunder) of the Notes of such defaulting Initial Purchaser or Initial Purchasers for which such arrangements have not been made; provided that no non-defaulting Initial Purchaser shall be obligated to purchase more than 110% of the aggregate principal amount of Notes that it agreed to purchase on the Closing Date pursuant to the terms of Section 3.

(c) If, after giving effect to any arrangements for the purchase of the Notes of a defaulting Initial Purchaser or Initial Purchasers by the non-defaulting Initial Purchasers and the Company as provided in paragraph (a) above, the aggregate principal amount of such Notes that

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remains unpurchased exceeds one-tenth of the aggregate principal amount of all the Notes, or if the Company shall not exercise the right described in paragraph (b) above, then this Agreement shall terminate without liability on the part of the non-defaulting Initial Purchasers. Any termination of this Agreement pursuant to this Section 9 shall be without liability on the part of the Company or the Guarantors, except that the Company and each of the Guarantors will continue to be liable for the payment of expenses as set forth in Sections 6 and 11 and except that the provisions of Section 8 shall not terminate and shall remain in effect.

(d) Nothing contained herein shall relieve a defaulting Initial Purchaser of any liability it may have to the Company, the Guarantors or any non-defaulting Initial Purchaser for damages caused by its default.

10. Termination. The obligations of the Initial Purchasers hereunder may be terminated by the Initial Purchasers by notice given to and received by the Company prior to delivery of and payment for the Notes if, prior to that time, any of the events described in Sections 7(f) or (k) shall have occurred or if the Initial Purchasers shall decline to purchase the Notes for any reason permitted under this Agreement.

11. Reimbursement of Initial Purchasers’ Expenses. If (a) the Company for any reason fails to tender the Notes for delivery to the Initial Purchasers, or (b) the Initial Purchasers shall decline to purchase the Notes for any reason permitted under this Agreement, the Company and the Guarantors shall reimburse the Initial Purchasers for all reasonable out-of-pocket expenses (including fees and disbursements of counsel for the Initial Purchasers) incurred by the Initial Purchasers in connection with this Agreement and the proposed purchase of the Notes, and upon demand the Company and the Guarantors shall pay the full amount thereof to the Initial Purchasers. If this Agreement is terminated pursuant to Section 9 by reason of the default of one or more Initial Purchasers, the Company and the Guarantors shall not be obligated to reimburse any defaulting Initial Purchaser on account of those expenses.

12. Notices, etc. All statements, requests, notices and agreements hereunder shall be in writing, and:

(a) if to any Initial Purchaser, shall be delivered or sent by hand delivery, mail, telex, overnight courier or facsimile transmission to Barclays Capital Inc., 745 Seventh Avenue, New York, New York 10019, Attention: Syndicate Registration with a copy to Cahill Gordon & Reindel LLP, Attention: Jonathan A. Schaffzin (Fax: (212) 269-5420), and with a copy, in the case of any notice pursuant to Section 8(c), to the Director of Litigation, Office of the General Counsel, Barclays Capital Inc., 745 Seventh Ave., New York, New York 10019;

(b) if to the Company or any Guarantor, shall be delivered or sent by mail, telex, overnight courier or facsimile transmission to Gentiva Health Services, Inc., 3350 Riverwood Parkway, Suite 1400, Atlanta, GA 30339-3314, Attention: John Camperlengo, General Counsel (Fax: (913) 814-4066), with a copy to Greenberg Traurig, LLP, The Forum 3290 Northside Parkway Suite 400, Atlanta GA 30327, Attention: Gary Snyder (Fax: (678) 553-2120);

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provided, however, that any notice to an Initial Purchaser pursuant to Section 8(c) shall be delivered or sent by hand delivery, mail, telex or facsimile or electronic transmission to such Initial Purchaser at its address set forth in its acceptance telex to Barclays Capital Inc., which address will be supplied to any other party hereto by Barclays Capital Inc. upon request. Any such statements, requests, notices or agreements shall take effect at the time of receipt thereof. The Company shall be entitled to act and rely upon any request, consent, notice or agreement given or made on behalf of the Initial Purchasers by Barclays Capital Inc.

13. Persons Entitled to Benefit of Agreement. This Agreement shall inure to the benefit of and be binding upon the Initial Purchasers, the Company, the Guarantors and their respective successors. This Agreement and the terms and provisions hereof are for the sole benefit of only those persons, except that the representations, warranties, indemnities and agreements of the Company and the Guarantors contained in this Agreement shall also be deemed to be for the benefit of directors, officers and employees of the Initial Purchasers and each person or persons, if any, controlling any Initial Purchaser within the meaning of Section 15 of the Securities Act. Nothing in this Agreement is intended or shall be construed to give any person, other than the persons referred to in this Section 13, any legal or equitable right, remedy or claim under or in respect of this Agreement or any provision contained herein.

14. Survival. The respective indemnities, rights of contribution, representations, warranties and agreements of the Company, the Guarantors and the Initial Purchasers contained in this Agreement or made by or on behalf of them, respectively, pursuant to this Agreement, shall survive the delivery of and payment for the Notes and shall remain in full force and effect, regardless of any termination of this Agreement or any investigation made by or on behalf of any of them or any person controlling any of them.

15. Definition of the Terms “Business Day”, “Affiliate”, and “Subsidiary”. For purposes of this Agreement, (a) “business day” means any day on which the New York Stock Exchange, Inc. is open for trading, and (b) “affiliate” and “subsidiary” have the meanings set forth in Rule 405 under the Securities Act.

16. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York.

17. Waiver of Jury Trial. The Company and each of the Initial Purchasers hereby irrevocably waives, to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceeding arising out of or relating to this Agreement or the transactions contemplated hereby.

18. No Fiduciary Duty. The Company and the Guarantors acknowledge and agree that in connection with this offering, or any other services the Initial Purchasers may be deemed to be providing hereunder, notwithstanding any preexisting relationship, advisory or otherwise, between the parties or any oral representations or assurances previously or subsequently made by the Initial Purchasers: (a) no fiduciary or agency relationship between the Company, any Guarantor and any other person, on the one hand, and the Initial Purchasers, on the other, exists; (b) the Initial Purchasers are not acting as advisors, expert or otherwise, to the Company or the Guarantors, including, without limitation, with respect to the determination of the purchase price

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of the Notes, and such relationship between the Company and the Guarantors, on the one hand, and the Initial Purchasers, on the other, is entirely and solely commercial, based on arms-length negotiations; (c) any duties and obligations that the Initial Purchasers may have to the Company and the Guarantors shall be limited to those duties and obligations specifically stated herein; (d) the Initial Purchasers and their respective affiliates may have interests that differ from those of the Company and the Guarantors; and (e) the Company and the Guarantors have consulted their own legal and financial advisors to the extent they deemed appropriate. The Company and the Guarantors hereby waive any claims that the Company and the Guarantors may have against the Initial Purchasers with respect to any breach of fiduciary duty in connection with the Notes.

19. Counterparts; Facsimile Signatures. This Agreement may be executed in one or more counterparts and, if executed in more than one counterpart, the executed counterparts shall each be deemed to be an original but all such counterparts shall together constitute one and the same instrument. Facsimile or other electronically scanned and transmitted signatures shall be deemed originals for all purposes of this Agreement.

20. Headings. The headings herein are inserted for convenience of reference only and are not intended to be part of, or to affect the meaning or interpretation of, this Agreement.

[signature pages follow]

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If the foregoing correctly sets forth the agreement among the Company, the Guarantors, and the Initial Purchasers, please indicate your acceptance in the space provided for that purpose below.

GENTIVA HEALTH SERVICES, INC.
By:	/s/ Tony Strange
	Name: Tony Strange
	Title: CEO and President

[Purchase Agreement]

GENTIVA CERTIFIED HEALTHCARE CORP.
GENTIVA HEALTH SERVICES (CERTIFIED), INC.
GENTIVA HEALTH SERVICES HOLDING CORP.
GENTIVA HEALTH SERVICES (USA) INC.
GENTIVA REHAB WITHOUT WALLS, LLC
GENTIVA SERVICES OF NEW YORK, INC.
NEW YORK HEALTHCARE SERVICES, INC.
OHS SERVICE CORP.
QC-MEDI NEW YORK, INC.
QUALITY CARE-USA, INC.
QUALITY MANAGED CARE, INC.
THE HEALTHFIELD GROUP, INC.
HEALTHFIELD OPERATING GROUP, INC.
HEALTHFIELD, INC.
CHATTAHOOCHEE VALLEY HOME CARE SERVICES, INC.
CHATTAHOOCHEE VALLEY HOME HEALTH, INC.
CHMG ACQUISITION CORP.
CAPITAL HEALTH MANAGEMENT GROUP, INC.
ACCESS HOME HEALTH OF FLORIDA, INC.
CAPITAL CARERESOURCES, INC.
CAPITAL CARERESOURCES OF SOUTH CAROLINA, INC.
CHMG OF ATLANTA, INC.
CHMG OF GRIFFIN, INC.
EASTERN CAROLINA HOME HEALTH AGENCY, INC.
HOME HEALTH CARE OF CARTERET COUNTY, INC.
TAR HEEL HEALTH CARE SERVICES, INC.
TAR HEEL STAFFING, INC.
HEALTHFIELD HOME HEALTH, INC.
HEALTHFIELD HOSPICE SERVICES, INC.
HEALTHFIELD OF SOUTHWEST GEORGIA, INC.
HEALTHFIELD OF STATESBORO, INC.
HEALTHFIELD OF TENNESSEE, INC.
PHHC ACQUISITION CORP.
HOME HEALTH CARE AFFILIATES OF MISSISSIPPI, INC.
By:	/s/ Tony Strange
	Name: Tony Strange
	Title: CEO and President

[Purchase Agreement]

GILBERT’S HOME HEALTH AGENCY, INC.
MID-SOUTH HOME CARE SERVICES, INC.
MID-SOUTH HOME HEALTH AGENCY, INC.
MID-SOUTH HOME HEALTH OF GADSDEN, INC.
TOTAL CARE HOME HEALTH OF LOUISBURG, INC.
TOTAL CARE HOME HEALTH OF NORTH CAROLINA, INC.
TOTAL CARE HOME HEALTH OF SOUTH CAROLINA, INC.
TOTAL CARE SERVICES, INC.
WIREGRASS HOSPICE CARE, INC.
HORIZON HEALTH NETWORK LLC
MID-SOUTH HOME HEALTH AGENCY, LLC
MID-SOUTH HOME CARE SERVICES, LLC
WIREGRASS HOSPICE LLC
WIREGRASS HOSPICE OF SOUTH CAROLINA, LLC
HOME HEALTH CARE AFFILIATES OF CENTRAL MISSISSIPPI, L.L.C.
GILBERT’S HOSPICE CARE OF MISSISSIPPI, LLC
VAN WINKLE HOME HEALTH CARE, INC.
GILBERT’S HOSPICE CARE, LLC
HOME HEALTH CARE AFFILIATES, INC.
By:	/s/ Tony Strange
	Name: Tony Strange
	Title: CEO and President

[Purchase Agreement]

Accepted:
BARCLAYS CAPITAL INC.
Acting on behalf of itself and as Representative of the several Initial Purchasers
By: BARCLAYS CAPITAL INC.
By:	/s/ John Skrobe
	Name: John Skrobe
	Title: Managing Director

[Purchase Agreement]

Accepted:
BANC OF AMERICA SECURITIES LLC
Acting on behalf of itself and as Representative of the several Initial Purchasers
By: BANC OF AMERICA SECURITIES LLC
By:	/s/ Zehra Yasemin Esmer
	Name: Zehra Yasemin Esmer
	Title: Director

[Purchase Agreement]

SCHEDULE I

Initial Purchasers	Principal Amount of Notes to be Purchased
Barclays Capital Inc	$	136,857,500.00
Banc of America Securities LLC		119,730,000.00
SunTrust Robinson Humphrey, Inc.		68,412,500.00
Total	$	325,000,000.00

SCHEDULE II-A

LIST OF GUARANTORS

GENTIVA CERTIFIED HEALTHCARE CORP. GENTIVA HEALTH SERVICES (CERTIFIED), INC. GENTIVA HEALTH SERVICES HOLDING CORP. GENTIVA HEALTH SERVICES (USA) INC. GENTIVA REHAB WITHOUT WALLS, LLC GENTIVA SERVICES OF NEW YORK, INC. NEW YORK HEALTHCARE SERVICES, INC. OHS SERVICE CORP. QC-MEDI NEW YORK, INC. QUALITY CARE-USA, INC. QUALITY MANAGED CARE, INC. THE HEALTHFIELD GROUP, INC. HEALTHFIELD OPERATING GROUP, INC. HEALTHFIELD, INC. CHATTAHOOCHEE VALLEY HOME CARE SERVICES, INC. CHATTAHOOCHEE VALLEY HOME HEALTH, INC. CHMG ACQUISITION CORP. CAPITAL HEALTH MANAGEMENT GROUP, INC. ACCESS HOME HEALTH OF FLORIDA, INC. CAPITAL CARERESOURCES, INC. CAPITAL CARERESOURCES OF SOUTH CAROLINA, INC. CHMG OF ATLANTA, INC. CHMG OF GRIFFIN, INC. EASTERN CAROLINA HOME HEALTH AGENCY, INC. HOME HEALTH CARE OF CARTERET COUNTY, INC. TAR HEEL HEALTH CARE SERVICES, INC. TAR HEEL STAFFING, INC. HEALTHFIELD HOME HEALTH, INC. HEALTHFIELD HOSPICE SERVICES, INC. HEALTHFIELD OF SOUTHWEST GEORGIA, INC. HEALTHFIELD OF STATESBORO, INC. HEALTHFIELD OF TENNESSEE, INC. PHHC ACQUISITION CORP. HOME HEALTH CARE AFFILIATES OF MISSISSIPPI, INC. GILBERT’S HOME HEALTH AGENCY, INC. MID-SOUTH HOME CARE SERVICES, INC. MID-SOUTH HOME HEALTH AGENCY, INC. MID-SOUTH HOME HEALTH OF GADSDEN, INC. TOTAL CARE HOME HEALTH OF LOUISBURG, INC. TOTAL CARE HOME HEALTH OF NORTH CAROLINA, INC. TOTAL CARE HOME HEALTH OF SOUTH CAROLINA, INC. TOTAL CARE SERVICES, INC. WIREGRASS HOSPICE CARE, INC. HORIZON HEALTH NETWORK LLC MID-SOUTH HOME HEALTH AGENCY, LLC MID-SOUTH HOME CARE SERVICES, LLC WIREGRASS HOSPICE LLC WIREGRASS HOSPICE OF SOUTH CAROLINA, LLC HOME HEALTH CARE AFFILIATES OF CENTRAL MISSISSIPPI, L.L.C. GILBERT’S HOSPICE CARE OF MISSISSIPPI, LLC VAN WINKLE HOME HEALTH CARE, INC. GILBERT’S HOSPICE CARE, LLC HOME HEALTH CARE AFFILIATES, INC.

SCHEDULE II-B

ADDITIONAL GUARANTORS

ODYSSEY HEALTHCARE, INC.

ODYSSEY HEALTHCARE HOLDING COMPANY

ODYSSEY HEALTHCARE OF COLLIER COUNTY, INC.

ODYSSEY HEALTHCARE OF MANATEE COUNTY, INC.

ODYSSEY HEALTHCARE OF NORTHWEST FLORIDA, INC.

ODYSSEY HEALTHCARE OF HILLSBOROUGH COUNTY, INC.

ODYSSEY HEALTHCARE OF MARION COUNTY, INC.

ODYSSEY HEALTHCARE OF PINELLAS COUNTY, INC.

VISTACARE, INC.

VISTA HOSPICE CARE, INC.

FHI HEALTH SYSTEMS, INC.

CARENATION, INC.

VISTACARE USA, INC.

FHI GP, INC.

FHI LP, INC.

FAMILY HOSPICE, LTD.

FHI MANAGEMENT, LTD.

ODYSSEY HEALTHCARE OPERATING A, LP

ODYSSEY HEALTHCARE OPERATING B, LP

ODYSSEY HEALTHCARE MANAGEMENT, LP

ODYSSEY HEALTHCARE GP, LLC

ODYSSEY HEALTHCARE LP, LLC

ODYSSEY HEALTHCARE FORT WORTH, LLC

ODYSSEY HEALTHCARE DETROIT, LLC

ODYSSEY HEALTHCARE AUSTIN, LLC

ODYSSEY HEALTHCARE OF ST. LOUIS, LLC

ODYSSEY HEALTHCARE OF FLINT, LLC

VISTACARE OF BOSTON, LLC

SCHEDULE III

GENTIVA HEALTH SERVICES, INC.

PRICING TERM SHEET

Gentiva Health Services, Inc.

$325,000,000 11.5% Senior Notes due 2018

August 12, 2010

Pricing Supplement

Pricing Supplement dated August 12, 2010 to the Preliminary Offering Memorandum dated August 4, 2010 of Issuer (as such Preliminary Offering Memorandum is supplemented by this Supplement, the “Preliminary Offering Memorandum”). This Pricing Supplement is qualified in its entirety by reference to the Preliminary Offering Memorandum. The information in this Pricing Supplement supplements the Preliminary Offering Memorandum and supersedes the information in the Preliminary Offering Memorandum to the extent it is inconsistent with the information in the Preliminary Offering Memorandum. Capitalized terms used in this Pricing Supplement but not defined have the meanings given them in the Preliminary Offering Memorandum.

Issuer	Gentiva Health Services, Inc.
Guarantors	All of the Issuer’s existing and future subsidiaries, including Odyssey HealthCare, Inc. and its subsidiaries, that guarantee the Issuer’s new senior secured credit facilities.
Title of Securities	11.5% Senior Notes due 2018 (the “Notes”)
Aggregate Principal Amount	$325,000,000. Note that this is an increase of $20,000,000 from the contemplated
	$305,000,000 contained in the Preliminary Offering Memorandum.
Gross Proceeds	$325,000,000
Distribution	144A/Regulation S with Registration Rights
Maturity Date	September 1, 2018
Issue Price	100.000%
Coupon	11.500%
Yield to Maturity	11.500%
Spread to Benchmark Treasury	928 basis points
Benchmark Treasury	UST 4% due August 15, 2018
Interest Payment Dates	March 1 and September 1 of each year, beginning on March 1, 2011
Record Dates	February 15 and August 15 of each year
Trade Date	August 12, 2010
Settlement Date	August 17, 2010 (T+3)
Make-Whole Redemption	Make-whole redemption at Treasury Rate + 50 basis points prior to September 1, 2014.

Optional Redemption On or after September 1, 2014, at the following redemption prices (expressed as a percentage of principal amount), plus accrued and unpaid interest, if any, on the Notes redeemed during the twelve-month period indicated beginning on September 1 of the years indicated below:

Year	Price
2014		105.750	%
2015		102.875	%
2016 and thereafter		100.000	%

Equity Clawback	Up to 35% of the aggregate principal amount of the notes issued under the indenture at 111.500% prior to September 1, 2013
Change of Control	101% plus accrued and unpaid interest
Asset Sale Offer	100% plus accrued and unpaid interest
Joint Book-Running Managers	Barclays Capital Inc.
	Banc of America Securities LLC
	SunTrust Robinson Humphrey, Inc.
CUSIP Numbers	Rule 144A: 37247AAA0
	Regulation S: U27261AA1
ISIN Numbers	Rule 144A: US37247AAA07
	Regulation S: USU27261AA16
Denominations	Denominations of $1,000 and integral multiples of $1,000.

Additional Changes to the Preliminary Offering Memorandum:

The following changes have been made in the Preliminary Offering Memorandum. Other financial information presented in the Preliminary Offering Memorandum is deemed to have changed to the extent affected by the changes described below.

Use of Proceeds; Capitalization

The aggregate principal amount of the Term Loan B portion of our senior secured term loan facility has been reduced by $50,000,000 to $550,000,000, and the aggregate principal amount of 11.5% Senior Notes due 2018 has been increased by $20,000,000 to $325,000,000. In addition, we anticipate drawing $30,000,000 million under our revolving credit facility on the closing date. These amounts will be used to fund a portion of the consideration for Transactions as described under Use of Proceeds.

As a result of these changes, our pro forma ratio of Adjusted EBITDA to net cash interest expense for the twelve months ended July 4, 2010 would have been 3.0x.

Description of the Notes

Incurrence of Indebtedness and Issuance of Preferred Stock

The proviso in the first paragraph of such covenant has been revised to replace the Fixed Charge Coverage Ratio of 2.00 to 1 with the bold italicized language below:

provided, however, that (i) Gentiva may incur Indebtedness (including Acquired Debt) or issue Disqualified Stock, (ii) any of Gentiva’s Restricted Subsidiaries that are Guarantors may incur Indebtedness (including Acquired Debt) and (iii) any of Gentiva’s Restricted Subsidiaries that are not Guarantors may incur Acquired Debt, in each case, if the Fixed Charge Coverage Ratio for Gentiva’s most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date on which such additional Indebtedness is incurred or such Disqualified Stock is issued

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would have been at least (x) if such incurrence or issuance is made on or prior to August 15, 2013, 2.25 to 1 and (y) if such incurrence is made thereafter, 2.50 to 1, in all cases determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if the additional Indebtedness had been incurred or the preferred stock or Disqualified Stock had been issued, as the case may be, at the beginning of such four-quarter period.

The Credit Facilities basket in clause (1) of the second paragraph of such covenant has been reduced from $1,125.0 million to $875.0 million.

Certain Definitions

The Secured Leverage Ratio in clause (16) of the definition of “Permitted Liens” is changed from 3.0 to 1.0 to 2.5 to 1.0.

This material is strictly confidential and has been prepared by the Issuer solely for use in connection with the proposed offering of the securities described in the Preliminary Offering Memorandum. This material is personal to each offeree and does not constitute an offer to any other person or the public generally to subscribe for or otherwise acquire the securities. Please refer to the Preliminary Offering Memorandum for a complete description.

The securities have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), and are being offered only to (1) “qualified institutional buyers” as defined in Rule 144A under the Securities Act and (2) outside the United States to non-U.S. persons in compliance with Regulation S under the Securities Act, and this communication is only being distributed to such persons.

This communication is not an offer to sell the securities and it is not a solicitation of an offer to buy the securities in any jurisdiction to any person to whom it is unlawful to make such offer or solicitation in such jurisdiction.

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SCHEDULE IV

LOCAL COUNSEL

Firm	Jurisdiction
Johnston, Hinesley, Flowers, Clenney & Turner, P.C.	Alabama
Balch & Bingham LLP	Mississippi
Smith Moore Leatherwood LLP	North Carolina

Exhibit A

FORM OF JOINDER AGREEMENT

            , 2010

BARCLAYS CAPITAL INC.

BANC OF AMERICA SECURITIES LLC,

As Representatives of the Initial Purchasers

c/o Barclays Capital Inc.

745 Seventh Avenue

New York, New York 10019

Ladies and Gentlemen:

Reference is hereby made to that purchase agreement (the “Purchase Agreement”) dated as of August 12, 2010 among Gentiva Health Services, Inc., a Delaware corporation (the “Company”) and the Initial Purchasers relating to the issuance and sale to the Initial Purchaser of $325,000,000 aggregate principal amount of 11.5% Senior Notes due 2018 (the “Notes”). Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to such terms in the Purchase Agreement.

In connection with the Acquisition, the undersigned have guaranteed the Notes. This Joinder Agreement is being executed and delivered by the undersigned on the date of the consummation of the Acquisition, after giving effect to the Acquisition.

Each of the undersigned hereby acknowledges that it has received a copy of the Purchase Agreement and acknowledges and agrees with the Initial Purchaser that by its execution and delivery hereof it shall (i) join and become a party to the Purchase Agreement; (ii) be bound by all covenants, agreements, representations, warranties and acknowledgements applicable to such party as set forth in and in accordance with the terms of the Purchase Agreement; and (iii) perform all obligations and duties as required of it in accordance with the Purchase Agreement. Each of the undersigned hereby represents and warrants that the representations and warranties set forth in the Purchase Agreement applicable to such party are true and correct on and as of the date hereof with the same force and effect as if such representations and warranties had been made on and as of the date hereof (except that representations and warranties made as of a particular date were true and correct on and as of such particular date).

THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED IN SUCH STATE WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES THEREOF.

Exhibit A-1

IN WITNESS WHEREOF, the undersigned has caused this Joinder Agreement to be duly executed and delivered by its proper and duly authorized officer as of the date set forth above.

ODYSSEY HEALTHCARE, INC.
ODYSSEY HEALTHCARE HOLDING COMPANY
ODYSSEY HEALTHCARE OF COLLIER COUNTY, INC.
ODYSSEY HEALTHCARE OF MANATEE COUNTY, INC.
ODYSSEY HEALTHCARE OF NORTHWEST FLORIDA, INC.
ODYSSEY HEALTHCARE OF HILLSBOROUGH COUNTY, INC.
ODYSSEY HEALTHCARE OF MARION COUNTY, INC.
ODYSSEY HEALTHCARE OF PINELLAS COUNTY, INC.
VISTACARE, INC.
VISTA HOSPICE CARE, INC.
FHI HEALTH SYSTEMS, INC.
CARENATION, INC.
VISTACARE USA, INC.
FHI GP, INC.
FHI LP, INC.
By:
	Name: Tony Strange
	Title: CEO and President
FAMILY HOSPICE, LTD.
FHI MANAGEMENT, LTD.
By:	FHI GP, Inc., its general partner
By:
	Name: Tony Strange
	Title: CEO and President

Exhibit A-2

ODYSSEY HEALTHCARE OPERATING A, LP
ODYSSEY HEALTHCARE OPERATING B, LP
ODYSSEY HEALTHCARE MANAGEMENT, LP
By:	Odyssey Healthcare GP, LLC, its general partner
By:
	Name: Tony Strange
	Title: CEO and President
ODYSSEY HEALTHCARE GP, LLC
ODYSSEY HEALTHCARE LP, LLC
ODYSSEY HEALTHCARE FORT WORTH, LLC
ODYSSEY HEALTHCARE DETROIT, LLC
ODYSSEY HEALTHCARE AUSTIN, LLC
ODYSSEY HEALTHCARE OF ST. LOUIS, LLC
ODYSSEY HEALTHCARE OF FLINT, LLC
VISTACARE OF BOSTON, LLC
By:
Name:	Tony Strange
Title:	CEO and President

Exhibit A-3

Exhibit B

Form of Company Counsel Opinion

Greenberg Traurig, LLP shall have furnished to the Initial Purchasers its written opinion, as counsel to the Company and the Guarantors, addressed to the Representatives and dated the Closing Date, in form and substance reasonably satisfactory to Barclays Capital Inc., to the effect that:

(a) Each of the Company and the Guarantors has been duly organized, is validly existing and in good standing as a corporation or other business entity under the laws of its jurisdiction of organization and is duly qualified to do business and in good standing as a foreign corporation or other business entity in each jurisdiction in which its ownership or lease of property or the conduct of its businesses requires such qualification, except where the failure to be so qualified or in good standing could not, in the aggregate, reasonably be expected to have a Material Adverse Effect. Each of the Company and the Guarantors has all power and authority necessary to own or hold its properties and to conduct the businesses in which it is engaged;

(b) No registration under the Securities Act of the Notes or the Guarantees, and no qualification of the Indenture under the Trust Indenture Act with respect thereto, is required for the sale of the Notes and the Guarantees to you and the other Initial Purchasers as contemplated hereby or for the initial resale of Notes by you and the other Initial Purchasers in the Exempt Resales, assuming (i) the accuracy of the Initial Purchasers’ representations in this Agreement and (ii) the accuracy of the Company’s representations in this Agreement;

(c) The Company has all requisite corporate power and authority to execute, deliver and perform its obligations under this Agreement, the Registration Rights Agreement, the Indenture, the Notes and the Exchange Notes and to issue and sell the Notes and the Exchange Notes. Each Guarantor has all requisite corporate power and authority to execute, deliver and perform its obligations under this Agreement, the Registration Rights Agreement, the Indenture, the Guarantees and the Exchange Guarantees;

(d) This Agreement has been duly authorized, executed and delivered by the Company and each of the Guarantors;

(e) Subject to customary assumptions and qualifications, the Indenture has been duly authorized by all necessary corporate action of the Company, has been duly executed and delivered by the Company, and is the legally valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, except as such enforceability may be limited to bankruptcy, fraudulent conveyance, insolvency, reorganization, moratorium, and other laws relating to or affecting creditors’ rights generally and by general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law) (“Enforceability Exceptions”);

Exhibit B-1

(f) Subject to customary assumptions and qualifications, the Indenture has been duly authorized by all necessary corporate action of each of the Guarantors, and has been duly executed and delivered by each of the Guarantors. The Indenture, including the Guarantee contained therein, is the legally valid and binding agreement of each of the Guarantors, enforceable against each of them in accordance with its terms, subject to Enforceability Exceptions;

(g) Subject to customary assumptions and qualifications, the Notes have been duly authorized by all necessary corporate action of the Company and, when executed, issued and authenticated in accordance with the terms of the Indenture and delivered to and paid for by you and the other Initial Purchasers in accordance with the terms of the Agreement, will be the legally valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, subject to Enforceability Exceptions;

(h) The Exchange Notes have been duly authorized by the Company;

(i) The Guarantees of the Exchange Notes have been duly authorized by the Guarantors;

(j) The Registration Rights Agreement has been duly authorized, executed and delivered by the Company and each of the Guarantors and, assuming the due authorization, execution and delivery thereof by the Initial Purchasers, is the legally valid and binding agreement of the Company and each of the Guarantors, enforceable against the Company and each of the Guarantors in accordance with its terms, subject to Enforceability Exceptions; provided, however, that we express no opinion as to the enforceability of indemnification and contribution provisions set forth in the Registration Rights Agreement;

(k) The Joinder Agreement has been duly authorized, executed and delivered by each of the Additional Guarantors;

(l) Subject to customary assumptions and qualifications, the execution and delivery of the Notes, the Guarantees, the Exchange Notes, the Exchange Guarantees, the Indenture, the Registration Rights Agreement, the Transaction Agreements and this Agreement and the issuance and sale of the Notes and the Guarantees by the Company and the Guarantors to you and the other Initial Purchasers pursuant to the Agreement do not on the date hereof:

(i) violate the [Certificate][Articles] of Incorporation and Bylaws of the Company or the Guarantors; or

(ii) result in the breach of or a default under any of the agreements of the Company or the Guarantors, or its subsidiaries that were identified to such counsel by an officer of the Company or the Guarantors as being material to the Company or the Guarantors and its subsidiaries, taken as a whole, and listed as an Exhibit to the Company’s most recent Annual Report on

Exhibit B-2

Form 10-K, as supplemented by the Company’s Quarterly Reports on Forms 10-Q filed subsequent to such Form 10-K; or

(iii) violate any federal or New York or Delaware statute, rule or regulation, or the court or governmental orders, writs, judgments or decrees specifically directed to the Company or the Guarantors that were identified to such counsel by an officer of the Company or the Guarantors, as the case may be as being material to the Company or the Guarantors and its subsidiaries, taken as a whole, and listed in Exhibit [—], applicable to the Company or the Guarantors; or

(iv) require any consents, approvals, or authorizations to be obtained by the Company or the Guarantors from, or any registrations, declarations or filings to be made by the Company or the Guarantors with, any governmental authority under any federal, New York or Delaware statute, rule or regulation applicable to the Company or the Guarantors that have not been obtained or made, other than those of which the failure to obtain would not reasonably be expected to have a Material Adverse Effect.

(m) The Company is not, and after giving effect to the offer and sale of the Notes and the application of the proceeds therefrom as described under “Use of Proceeds” in each of the Pricing Disclosure Package and the Offering Memorandum will not be, an “investment company” or a company “controlled” by an “investment company” within the meaning of the Investment Company Act of 1940, as amended, and the rules and regulations of the Commission thereunder;

(n) The statements contained in the Pricing Disclosure Package and the Offering Memorandum under the caption “Description of Notes,” insofar as they purport to constitute a summary of the terms of the Indenture, the Notes, the Registration Rights Agreement and the Guarantees, are accurate in all material respects;

(o) The statements contained in the Pricing Disclosure Package and the Offering Memorandum under the captions “Business – Government Regulations,” “Certain Relationships and Related Transactions” and “Description of Other Indebtedness” insofar as they purport to constitute summaries of the terms of statutes, rules or regulations, legal and governmental proceedings or contracts and other documents, constitute accurate summaries of the terms of such statutes, rules and regulations, legal and governmental proceedings and contracts and other documents in all material respects; and

(p) The statements contained in the Pricing Disclosure Package and the Offering Memorandum under the caption “Certain United States Federal Tax Considerations,” insofar as they purport to constitute summaries of matters of United States federal tax law and regulations or legal conclusions with respect thereto, constitute accurate summaries of the matters described therein in all material respects.

In rendering such opinion, such counsel may state that its opinion is limited to matters governed by the federal laws of the United States of America, the laws of the State of New York,

Exhibit B-3

the DGCL, the Delaware Limited Liability Company Act and the Delaware Revised Uniform Limited Partnership Act and that such counsel is not admitted in the State of Delaware.

Such counsel shall also have furnished to the Initial Purchasers a written statement, addressed to the Initial Purchasers and dated the applicable Closing Date, in form and substance satisfactory to the Initial Purchasers, to the effect that (y) such counsel has acted as counsel to the Company in connection with the sale to Barclays Capital Inc. and the several Initial Purchasers for whom Barclays Capital Inc. and Banc of America Securities LLC are acting as representatives by the Company of $325,000,000 in aggregate principal amount of the Notes and the Guarantees by the Guarantors pursuant to the Agreement, and (z) based on its participation, review and reliance as described in such written statement, no facts came to the attention of such counsel that caused it to believe that:

(a) the Pricing Disclosure Package, as of the Applicable Time, contained an untrue statement of a material fact or omitted to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; or

(b) the Offering Memorandum, as of its date or as of the Closing Date, contained or contains an untrue statement of a material fact or omitted or omits to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading,

except that in each case such counsel need express no opinion with respect to the financial statements or other financial data contained in or omitted from the Pricing Disclosure Package and the Offering Memorandum. The foregoing opinion and statement may be qualified by a statement to the effect that such counsel does not assume any responsibility for the accuracy, completeness or fairness of the statements contained in the Pricing Disclosure Package or the Offering Memorandum, except to the extent set forth in paragraphs (m), (n) and (o) above.

Exhibit B-4

EX-10.6

Exhibit 10.6

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.

RECITALS

WHEREAS, the Borrower, the Lenders party thereto from time to time and Bank of America, N.A., as Administrative Agent (the “Administrative Agent”), are party to that certain Credit Agreement dated as of August 17, 2010 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”).

WHEREAS, the Credit Agreement permits the Borrower to refinance of all or any portion of the Term A Loans and the Term B Loans outstanding, respectively.

WHEREAS, on the First Refinancing Amendment Effective Date (as defined below), the Borrower intends to (i) incur replacement Term A Loans in an aggregate principal amount of up to $180,000,000 (the “Term A-1 Loan Facility”), (ii) use the proceeds of the Term A-1 Loans (as defined below) to repay all Term A Loans outstanding immediately prior to the First Refinancing Amendment Effective Date (the “Original Term A Loans”), including any accrued interest thereon, (iii) incur replacement Term B Loans in an aggregate principal amount of up to $546,562,500 (the “Term B-1 Loan Facility”), (iv) use the proceeds of the Term B-1 Loans (as defined below) to repay all Term B Loans outstanding immediately prior to the First Refinancing Amendment Effective Date (the “Original Term B Loans” and, together with the Original Term A Loans, the “Original Term Loans”), including any prepayment premiums and accrued interest thereon, and (v) pay fees and expenses incurred in connection with the foregoing.

WHEREAS, subject to the terms and conditions set forth herein, each Person party hereto who has delivered a signature page as a Lender agreeing to convert to Term A-1 Loans (each such Person who is a Term A Lender holding Original Term A Loans immediately prior to the effectiveness of this First Refinancing Amendment, a “Continuing Term A-1 Lender”) has agreed to convert all of its outstanding Original Term A Loans into Term A-1 Loans (such converted Term A-1 Loans, the “Converted Term A-1 Loans” and any such conversion of Original Term A Loans into Term A-1 Loans being referred to herein as a “Term A Conversion”). To the extent not all Original Term A Loans are converted into Term A-1 Loans, the Lender who has delivered a signature page hereto as an additional Term A-1 Lender (the “Additional Term A-1 Lender” and, together with the Continuing Term A-1 Lenders, the “Term A-1 Lenders”) has agreed to provide a commitment to provide additional Term A-1 Loans (“Additional Term A-1 Loans” and, together with Converted Term A-1 Loans, “Term A-1 Loans”) in an amount sufficient so that the Term A-1 Loan Facility is fully funded as of the First Refinancing Amendment Effective Date (such amount, the “Additional Term A-1 Commitment Amount”). Any Lender holding Original Term A Loans immediately prior to the effectiveness of this First Refinancing Amendment that is not a Term A-1 Lender is referred to herein as an “Exiting Term A Lender”.

WHEREAS, subject to the terms and conditions set forth herein, each Person party hereto who has delivered a signature page as a Lender agreeing to convert to Term B-1 Loans (each such Person who is a Term B Lender holding Original Term B Loans immediately prior to the effectiveness of this First Refinancing Amendment, a “Continuing Term B-1 Lender”) has agreed to convert all of its outstanding Original Term B Loans into Term B-1 Loans (such converted Term B-1 Loans, the “Converted Term B-1 Loans” and any such conversion of Original Term B Loans into Term B-1 Loans being referred to herein as a “Term B Conversion”; the Converted Term B-1 Loans together with the Converted Term A-1 Loans, the “Converted Term Loans”; and each Term B Conversion or Term A Conversion, as applicable, a “Conversion”). To the extent not all Original Term B Loans are converted into Term B-1 Loans, the Lender who has delivered a signature page hereto as an additional Term B-1 Lender (the “Additional Term B-1 Lender” and, together with the Continuing Term B-1 Lenders, the “Term B-1 Lenders”; the Term A-1 Lenders together with the Term B-1 Lenders, the “Replacement Term Lenders”) has agreed to provide a commitment to provide additional Term B-1 Loans (“Additional Term B-1 Loans” and, together with Converted Term B-1 Loans, “Term B-1 Loans”; the Term B-1 Loans together with the Term A-1 Loans, the “Replacement Term Loans”) in an amount sufficient so that the Term B-1 Loan Facility is fully funded as of the First Refinancing Amendment Effective Date (such amount, the “Additional Term B-1 Commitment Amount”). Any Lender holding Original Term B Loans immediately prior to the effectiveness of this First Refinancing Amendment that is not a Term B-1 Lender is referred to herein as an “Exiting Term B Lender”;

WHEREAS, certain Exiting Term A Lenders party hereto (the “Term A-1 Assignees”) may enter into an Assignment and Assumption with the Additional Term A-1 Lender pursuant to which the Additional Term A-1 Lender will assign to the Term A-1 Assignees the principal amount of Term A-1 Loans set forth in such Assignment and Assumption and certain Exiting Term B Lenders party hereto (the “Term B-1 Assignees” and, together with the Term A-1 Assignees, the “Replacement Term Loan Assignees”) have entered into an Assignment and Assumption with the Additional Term B-1 Lender pursuant to which the Additional Term B-1 Lender will assign to the Term B-1 Assignees the principal amount of Term B-1 Loans set forth in such Assignment and Assumption;

WHEREAS, the Borrower desires to amend certain other provisions of the Credit Agreement on the terms set forth herein;

WHEREAS, Section 10.01 of the Credit Agreement provides that the Borrower and certain Lenders may amend the Loan Documents;

WHEREAS, in order to effect the foregoing, the Borrower and the other parties hereto desire to amend the Credit Agreement, subject to the terms and conditions set forth herein. This First Refinancing Amendment includes (i) an amendment of the Credit Agreement to provide for the Replacement Term Loans, which is subject to the approval of the Borrower, the Administrative Agent and the Replacement Term Lenders, and which will become effective only on the First Refinancing Amendment Effective Date and (ii) certain other amendments and waivers to the Credit Agreement that are subject to the approval of the Borrower and the Required Lenders and that will become effective when such approvals are obtained (clause (ii) is referred to as the “Additional Amendment”), in each case as set forth herein.

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NOW, THEREFORE, in consideration of the premises contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound hereby, agree as follows:

ARTICLE I

Refinancing Amendment

SECTION 1.01. Defined Terms. Capitalized terms used herein (including in the recitals hereto) and not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement. The rules of construction specified in Section 1.02 of the Credit Agreement also apply to this First Refinancing Amendment.

SECTION 1.02. Replacement Term Commitments.

(a) Subject to the terms and conditions set forth herein, on the First Refinancing Amendment Effective Date (i) each Continuing Term A-1 Lender agrees to convert all of its Original Term A Loans into Term A-1 Loans and (ii) the Additional Term A-1 Lender agrees to fund a Term A-1 Loan in a principal amount equal to the Additional Term A-1 Commitment Amount. Each party hereto acknowledges and agrees that notwithstanding any such Conversion, each such Continuing Term A-1 Lender shall be entitled to receive payment on the First Refinancing Amendment Effective Date of the unpaid fees and interest accrued to such date, and any amounts payable pursuant to Section 3.05 of the Credit Agreement, with respect to all of its Original Term A Loans.

(b) Subject to the terms and conditions set forth herein, on the First Refinancing Amendment Effective Date (i) each Continuing Term B-1 Lender agrees to convert all of its Original Term B Loans into Term B-1 Loans and (ii) the Additional Term B-1 Lender agrees to fund a Term B-1 Loan in a principal amount equal to the Additional Term B-1 Commitment Amount. Each party hereto acknowledges and agrees that notwithstanding any such Conversion, each such Continuing Term B-1 Lender shall be entitled to receive payment on the First Refinancing Amendment Effective Date of the unpaid fees and interest accrued to such date, and any amounts payable pursuant to Section 2.05(a)(iii) and Section 3.05 of the Credit Agreement, with respect to all of its Original Term B Loans.

(c) Each Replacement Term Lender, by delivering its signature page to this First Refinancing Amendment and funding, or converting its Original Term Loans into, Term A-1 Loans or Term B-1 Loans, as the case may be, on the First Refinancing Amendment Effective Date shall be deemed to have acknowledged receipt of, and consented to and approved, each of the First Refinancing Amendment and the Additional Amendment (such consent and approval effective as of the First Refinancing Amendment Effective Date), each Loan Document and each other document required to be delivered to, or be approved by or satisfactory to, the Administrative Agent or any Class of Lenders on the First Refinancing Amendment Effective Date. The commitments of the Replacement Term Lenders are several, and no Replacement Term Lender shall be responsible for any other Replacement Term Lender’s failure to make Replacement Term Loans. Each Replacement Term Loan Assignee, by delivering its signature page to this First Refinancing Amendment shall be deemed to have acknowledged receipt of, and consented

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to and approved, each of the First Refinancing Amendment and the Additional Amendment (such consent and approval effective as of the First Refinancing Amendment Effective Date), each Loan Document and each other document required to be delivered to, or be approved by or satisfactory to, the Administrative Agent or any Class of Lenders on the First Refinancing Amendment Effective Date.

(d) Subject to the terms and conditions set forth herein, pursuant to Section 10.01 of the Credit Agreement, effective as of the First Refinancing Amendment Effective Date, for all purposes of the Loan Documents, (i) the Term A-1 Loans shall constitute “Term A Loans”, (ii) each Term A-1 Lender shall become a “Term A Lender” and a “Lender” (if such Term A-1 Lender is not already a Term A Lender or Lender prior to the effectiveness of this First Refinancing Amendment) and shall have all the rights and obligations of a Lender holding a Term A Loan Commitment (or, following the making of a Term A-1 Loan, a Term A Loan), (iii) the Term B-1 Loans shall constitute “Term B Loans” and (iv) each Term B-1 Lender shall become a “Term B Lender” and a “Lender” (if such Term B-1 Lender is not already a Term B Lender or Lender prior to the effectiveness of this First Refinancing Amendment) and shall have all the rights and obligations of a Lender holding a Term B Loan Commitment (or, following the making of a Term B-1 Loan, a Term B Loan).

(e) The Original Term A Loans of each Exiting Term A Lender shall, immediately upon the effectiveness of this First Refinancing Amendment, be repaid in full (together with any unpaid fees and interest accrued thereon (including any amounts payable pursuant to Section 3.05 of the Credit Agreement)) with the proceeds of the Term A-1 Loans and other funds available to the Borrower. The Original Term B Loans of each Exiting Term B Lender shall, immediately upon the effectiveness of this First Refinancing Amendment, be repaid in full (together with any unpaid fees and interest accrued thereon (including any amounts payable pursuant to Sections 2.05(a)(iii) or 3.05 of the Credit Agreement)) with the proceeds of the Term B-1 Loans and other funds available to the Borrower. The Borrower shall, on the First Refinancing Amendment Effective Date, pay to the Administrative Agent, for the accounts of the Persons that are Term Lenders immediately prior to the First Refinancing Amendment Effective Date, all interest and fees accrued to the First Refinancing Amendment Effective Date with respect to the Original Term Loans, whether or not such Original Term Loans are converted pursuant to Section 1.02(a) or (b) of this First Refinancing Amendment.

(f) Each Lender party hereto (including each Continuing Term A-1 Lender and each Continuing Term B-1 Lender) waives, solely in respect of the prepayment of Original Term Loans and the making of (or conversion into) Replacement Term Loans, as contemplated hereby, compliance with the requirements set forth in (A) Section 2.02 of the Credit Agreement, solely with respect to the time periods specified therein regarding the Borrower’s delivery of a Committed Loan Notice and (B) Section 2.05(a) of the Credit Agreement that the Borrower give prior notice of a voluntary prepayment of Term Loans.

(g) The obligation of each Replacement Term Lender to make Replacement Term Loans on the First Refinancing Amendment Effective Date is subject to the satisfaction of the following conditions:

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(i) Immediately before and after giving effect to the borrowing of the Replacement Term Loans and the repayment in full of the Original Term Loans, the conditions set forth in paragraphs (a) and (b) of Section 4.02 of the Credit Agreement shall be satisfied on and as of the First Refinancing Amendment Effective Date, and the Replacement Term Lenders shall have received a certificate of a Responsible Officer dated the First Refinancing Amendment Effective Date to such effect.

(ii) The Administrative Agent shall have received a favorable legal opinion of Greenberg Traurig, LLP, counsel to the Loan Parties, addressed to the Administrative Agent and each Lender and covering such matters as the Administrative Agent may reasonably request and otherwise reasonably satisfactory to the Administrative Agent. The Borrower hereby requests such counsel to deliver such opinion.

(iii) The Administrative Agent shall have received (A) a closing certificate executed by the Secretary or Assistant Secretary (or a director in lieu thereof) of each of the Borrower and the Guarantors dated the First Refinancing Amendment Effective Date, substantially in the form of the closing certificates delivered on the Closing Date in connection with the Credit Agreement, and certifying (I) that there have been no changes or amendments to the certificate or articles of incorporation or organization of such Loan Party since the Closing Date, (II) that there have been no changes or amendments to the bylaws, memorandum and articles of association or operating (or limited liability company) agreement of such Loan Party since the Closing Date, (III) that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors (or equivalent governing body) of such Loan Party authorizing the execution, delivery and performance of this First Refinancing Amendment and, in the case of the Borrower, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, and (IV) as to the incumbency and specimen signature of each officer executing this First Refinancing Amendment on behalf of such Loan Party and countersigned by another officer as to the incumbency and specimen signature of the Secretary, Assistant Secretary or director executing the certificate pursuant to this clause (A).

(iv) The Administrative Agent shall have received a Committed Loan Notice in a form reasonably acceptable to the Administrative Agent requesting that the Term A-1 Lenders make the Term A-1 Loans and the Term B-1 Lenders make the Term B-1 Loans to the Borrower on the First Refinancing Amendment Effective Date.

(v) The conditions to effectiveness of this First Refinancing Amendment set forth in Section 1.04 hereof (other than paragraph (b) thereof) shall have been satisfied.

(vi) Each Loan Party set forth on Schedule I hereto shall have entered into a reaffirmation agreement, in form and substance reasonably satisfactory to the Administrative Agent.

(vii) Each Term A-1 Lender and Term B-1 Lender shall have received, if requested, one or more Term A Notes or Term B Notes, as applicable, payable to the or-

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der of such Term A-1 Lender or Term B-1 Lender, as applicable, duly executed by the Borrower, evidencing its Term A Loans or Term B Loans, as applicable.

SECTION 1.03. Amendment of Credit Agreement. Effective as of the First Refinancing Amendment Effective Date, the Credit Agreement is hereby amended as follows:

(i) The following definitions are hereby added in the appropriate alphabetical order to Section 1.01:

“Conversion” has the meaning assigned thereto in the First Refinancing Amendment.

“Converted Term Loans” has the meaning assigned thereto in the First Refinancing Amendment.

“Converted Term A-1 Loans” has the meaning assigned thereto in the First Refinancing Amendment.

“Converted Term B-1 Loans” has the meaning assigned thereto in the First Refinancing Amendment.

“First Refinancing Agents” means Merrill Lynch, Pierce, Fenner & Smith Incorporated, Barclays Capital, the investment banking division of Barclays Bank PLC, GE Capital Markets, Inc. and SunTrust Robinson Humphrey, Inc.

“First Refinancing Amendment” means the First Refinancing Amendment to this Agreement dated as of March 9, 2011, among the Borrower, the Lenders party thereto and the Administrative Agent.

“First Refinancing Amendment Effective Date” has the meaning assigned thereto in the First Refinancing Amendment.

“First Refinancing Amendment Reaffirmation Agreement” means the Reaffirmation Agreement dated as of March 9, 2011 among the Loan Parties party thereto and the Administrative Agent.

“Original Credit Agreement” means the credit agreement dated as of August 17, 2010 among Borrower, the Lenders party thereto the Administrative Agent without giving effect to the First Refinancing Amendment.

“Original Term A Loans” has the meaning assigned thereto in the First Refinancing Amendment.

“Original Term B Loans” has the meaning assigned thereto in the First Refinancing Amendment.

(ii) The definition of “Agents” set forth in Section 1.01 of the Credit Agreement is hereby amended and restated in its entirety as follows;

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““Agents” means, the Administrative Agent, the Collateral Agent (as defined in the Security Agreement), the Syndication Agents, the Co-Documentation Agents and the First Refinancing Agents; and “Agent” shall mean any of them.”

(iii) The definition of “Applicable Rate” set forth in Section 1.01 of the Credit Agreement is hereby amended and restated in its entirety as follows:

““Applicable Rate” means (I) for the period from the Closing Date to, but not including the First Refinancing Amendment Effective Date, the Applicable Rate as defined in the Original Credit Agreement and (II) thereafter (a) in respect of the Term B Facility, 2.50% per annum for Base Rate Loans and 3.50% per annum for Eurodollar Rate Loans, (b) in respect of the Term A Facility (i) from the Closing Date until the date on which the Administrative Agent receives a Compliance Certificate pursuant to Section 6.02(b) for the fiscal year ending December 31, 2010, 2.25% per annum for Base Rate Loans and 3.25% per annum for Eurodollar Rate Loans and (ii) thereafter, the applicable percentage per annum set forth below determined by reference to the Consolidated Leverage Ratio as set forth in the most recent Compliance Certificate received by the Administrative Agent pursuant to Section 6.02(b) and (c) in respect of the Revolving Credit Facility (i) from the Closing Date until the date on which the Administrative Agent receives a Compliance Certificate pursuant to Section 6.02(b) for the fiscal year ending December 31, 2010, 4.00% per annum for Base Rate Loans and 5.00% per annum for Eurodollar Rate Loans and Letter of Credit Fees and (ii) thereafter, the applicable percentage per annum set forth below determined by reference to the Consolidated Leverage Ratio as set forth in the most recent Compliance Certificate received by the Administrative Agent pursuant to Section 6.02(b):

Applicable Rate
Pricing Level	Consolidated Leverage Ratio	Eurodollar Rate for Revolving Credit Facility and Letter of Credit Fees			Base Rate for Revolving Credit Facility			Eurodollar Rate for Term A Facility			Base Rate for Term A Facility
1	> 3.0:1		5.00	%		4.00	%		3.25	%		2.25	%
2	> 2.0:1 but <3.0:1		4.50	%		3.50	%		3.00	%		2.00	%
3	<2.0:1		4.00	%		3.00	%		2.75	%		1.75	%

Any increase or decrease in the Applicable Rate resulting from a change in the Consolidated Leverage Ratio shall become effective as of the first Business Day immediately following the date a Compliance Certificate is delivered pursuant to Section 6.02(b); provided, however, that if a Compliance Certificate is not deliv-

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ered when due in accordance with such section, then Pricing Level 1 shall apply with respect to the Term A Facility and the Revolving Credit Facility, in each case as of the first Business Day after the date on which such Compliance Certificate was required to have been delivered and shall remain in effect until the date on which such Compliance Certificate is delivered.

If at a time when this Agreement is in effect and unpaid Obligations under this Agreement are outstanding (other than Obligations under any (i) Secured Hedge Agreement, (ii) treasury, depositary, credit or debit card, purchase card and cash management services or in connection with any automated clearinghouse transfer of funds, and (iii) indemnities and other contingent obligations not yet due and payable), as a result of any restatement of or other adjustment to the financial statements of Borrower or for any other reason, Borrower or the Lenders determine that (i) the Consolidated Leverage Ratio as calculated by Borrower as of any applicable date was inaccurate and (ii) a proper calculation of the Consolidated Leverage Ratio would have resulted in higher pricing for such period, Borrower shall immediately and retroactively be obligated to pay to Administrative Agent for the account of the applicable Lenders or L/C Issuer, as the case may be, promptly on demand by Administrative Agent (or, after the occurrence of any Event of Default described in Section 8.01(f) or 8.01(g), automatically and without further action by Administrative Agent, any Lender or L/C Issuer), an amount equal to the excess of the amount of interest and fees that should have been paid for such period over the amount of interest and fees actually paid for such period; provided that non-payment as a result of such inaccuracy shall not in any event be deemed retroactively to be an Event of Default pursuant to Section 8.01(a), and such amount payable shall be calculated without giving effect to any additional interest payable on amounts under Section 2.08(b) if paid promptly on demand.”

(iv) The last sentence of the definition of “Base Rate” set forth in Section 1.01 of the Credit Agreement is hereby amended and restated in its entirety as follows:

“Notwithstanding the foregoing, the Base Rate shall not be deemed to be less than 2.25% with respect to Term Loans.”

(v) Clause (a) of the definition of “Eurodollar Rate” set forth in Section 1.01 of the Credit Agreement is hereby amended and restated in its entirety as follows:

“for any Interest Period with respect to a Eurodollar Rate Loan, the rate per annum equal to (i) the British Bankers Association LIBOR Rate (“BBA LIBOR”), as published by Reuters (or such other commercially available source providing quotations of BBA LIBOR as may be designated by the Administrative Agent from time to time) at approximately 11:00 a.m., London time, two London Banking Days prior to the commencement of such Interest Period, for Dollar deposits (for delivery on the first day of such Interest Period) with a term equivalent to such Interest Period or, (ii) if such rate is not available at such time for any reason, then the “Eurodollar Rate” for such Interest Period shall be the rate per annum determined by the Administrative Agent to be the rate at which deposits in Dollars for delivery on the first day of such Interest Period in same day funds in the approximate amount of the Eurodollar Rate Loan being made, continued or

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converted by Bank of America and with a term equivalent to such Interest Period would be offered by Bank of America’s London Branch to major banks in the London interbank eurodollar market at their request at approximately 11:00 a.m. (London time) two London Banking Days prior to the commencement of such Interest Period; provided that, notwithstanding the foregoing, the Eurodollar Rate shall not be deemed to be less than 1.25% per annum with respect to the Term Loans; and”

(vi) The definition of “Term A Borrowing” set forth in Section 1.01 of the Credit Agreement is hereby amended and restated in its entirety as follows:

““Term A Borrowing” “ means a borrowing consisting of simultaneous Term A Loans of the same Type and, in the case of Eurodollar Rate Loans, having the same Interest Period made by each of the Term A Lenders pursuant to (x) with respect to Term A Loans made on the Closing Date Section 2.01(a) and (y) with respect to Term A Loans made on the First Refinancing Amendment Effective Date, Section 1.02(a) of the First Refinancing Amendment”

(vii) The definition of “Term A Loan” set forth in Section 1.01 of the Credit Agreement is hereby amended and restated in its entirety as follows:

“““Term A Loan” means (x) prior to the First Refinancing Amendment Effective Date, an advance made by any Term A Lender under the Term A Facility on the Closing Date and (y) on and following the First Refinancing Amendment Effective Date, a Loan made pursuant to Section 1.02(a) of the First Refinancing Amendment (including Converted Term A-1 Loans).”

(viii) The definition of “Term B Borrowing” set forth in Section 1.01 of the Credit Agreement is hereby amended and restated in its entirety as follows:

““Term B Borrowing” “ means a borrowing consisting of simultaneous Term B Loans of the same Type and, in the case of Eurodollar Rate Loans, having the same Interest Period made by each of the Term B Lenders pursuant to (x) with respect to Term B Loans made on the Closing Date Section 2.01(b) and (y) with respect to Term B Loans made on the First Refinancing Amendment Effective Date, Section 1.02(b) of the First Refinancing Amendment”

(ix) The definition of “Term B Loan” set forth in Section 1.01 of the Credit Agreement is hereby amended and restated in its entirety as follows:

“““Term B Loan” means (x) prior to the First Refinancing Amendment Effective Date, an advance made by any Term B Lender under the Term B Facility on the Closing Date and (y) on and following the First Refinancing Amendment Effective Date, a Loan made pursuant to Section 1.02(b) of the First Refinancing Amendment (including Converted Term B-1 Loans).”

(x) Clause (iii) of Section 2.05(a) of the Credit Agreement is hereby amended and restated in its entirety as follows:

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“(x) In the case of this Section 2.05(a), at the time of the effectiveness any Repricing Transaction with respect to any Term B Loan that is consummated prior to the six-month anniversary of the First Refinancing Amendment or (y) at the time of any prepayment of any Term B Loan pursuant to this Section 2.05(a) or Section 2.05(b)(iv) in each case with Indebtedness prior to the six-month anniversary of the First Refinancing Amendment, the Borrower agrees, in each case, to pay to the Administrative Agent, for the ratable account of each of the applicable Term B Lenders, (I) in the case of a prepayment or refinancing of any Term B Loans, a prepayment premium equal to 1% of the aggregate principal amount of the Term B Loans prepaid or refinanced or (II) in the case of an amendment to this Agreement in connection with a Repricing Transaction, a premium equal to 1% of the aggregate principal amount of the applicable Term B Loans outstanding immediately prior to such amendment, as applicable.”

SECTION 1.04. First Refinancing Amendment Effectiveness. Sections 1.02 and 1.03 of this First Refinancing Amendment shall become effective as of the first date (the “First Refinancing Amendment Effective Date”) on which the following conditions have been satisfied:

(a) The Administrative Agent (or its counsel) shall have received from (i) the Borrower, (ii) each Replacement Term Lender and (iv) the Administrative Agent, either (x) counterparts of this First Refinancing Amendment signed on behalf of such parties or (y) written evidence reasonably satisfactory to the Administrative Agent (which may include facsimile or other electronic transmissions of signed signature pages) that such parties have signed counterparts of this First Refinancing Amendment.

(b) The conditions to the making of the Replacement Term Loans set forth in Section 1.02(g) hereof (other than clause (v) thereof) shall have been satisfied.

(c) The Borrower shall have paid in full, or substantially concurrently with the satisfaction of the other conditions precedent set forth in this Section 1.04 shall pay in full, (i) all of the Original Term Loans (after giving effect to any Conversion thereof), (ii) all accrued and unpaid fees (including all amounts payable pursuant to Section 2.05(a)(iii)) and interest and premium, if applicable, with respect to the Original Term Loans (including any such Original Term Loans that will be converted to Replacement Term Loans on the First Refinancing Amendment Effective Date) and (iii) to the extent invoiced at least one Business Day prior to the First Refinancing Amendment Effective Date, any amounts payable to the Persons that are Term Lenders immediately prior to the First Refinancing Amendment Effective Date pursuant to Section 3.05 of the Credit Agreement, such payments to be made with the cash proceeds of the Replacement Term Loans to be made on the First Refinancing Amendment Effective Date and other funds available to the Borrower.

(d) The First Refinancing Agents shall have received, in immediately available funds, payment or reimbursement of all costs, fees (including the fees set forth in the amended and restated engagement letter related to this First Refinancing Amendment (as amended, supplemented, amended and restated or otherwise modified from time to time, the “Engagement Letter”) and the separate fee letter with each of the First Refinancing Agents (each as amended, supplemented, amended and restated or otherwise modified

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from time to time, collectively, the “Fee Letters”)), out-of-pocket expenses, compensation and other amounts then due and payable in connection with the Engagement Letter, the Fee Letters and this First Refinancing Amendment pursuant to Section 10.04 of the Credit Agreement, including, to the extent invoiced at least one Business Day prior to the First Refinancing Amendment Effective Date, the reasonable fees, charges and disbursements of counsel for the Administrative Agent and the First Refinancing Agents and the terms of the Engagement Letter and the Fee Letters shall have been complied with in all respects.

The Administrative Agent shall notify the Borrower, the Replacement Term Lenders and the other Lenders of the First Refinancing Amendment Effective Date and such notice shall be conclusive and binding. Notwithstanding the foregoing, the amendment effected hereby shall not become effective, and the obligations of the Replacement Term Lenders hereunder to make Replacement Term Loans will automatically terminate, if each of the conditions set forth or referred to in Sections 1.02(g) and 1.04 hereof has not been satisfied at or prior to 11:00 a.m., New York City time, on March 9, 2011.

SECTION 1.05. Post-Effectiveness Covenant

(a) Within sixty (60) days after the First Refinancing Amendment Effective Date, unless extended in writing by the Administrative Agent in its sole discretion, with respect to the Mortgaged Property, the Borrower shall deliver or shall cause the applicable Loan Party to deliver, to the Administrative Agent the following:

(i) with respect to each existing Mortgage, a date down endorsement (or in Texas a so-called T-38 endorsement and accompanying title searches) to the existing Mortgage Policy which shall be in form and substance reasonably satisfactory to the Administrative Agent and reasonably assures the Administrative Agent as of the date of the endorsement that the Mortgaged Property subject to the lien of the existing Mortgage is free and clear of all defects and encumbrances subject only to Liens permitted under the Mortgage and such date down endorsement (or in Texas, a so-called T-38 Endorsement and accompanying title searches) shall be in form and substance reasonably acceptable to the Administrative Agent;

(ii) with respect to each Mortgaged Property, such affidavits, certificates, information and instruments of indemnification as shall be required to induce the title insurance company to issue the endorsement to the Mortgage Policy contemplated in subparagraph (i) of this Section 1.05 and evidence of payment of all applicable title insurance premiums, search and examination charges, mortgage recording taxes and related charges required for the issuance of the endorsement to the Mortgage Policy contemplated in subparagraph (i) of this Section 1.05; and either:

(A) a favorable opinion, addressed to the Administrative Agent and each of the Lenders, in form and substance reasonably satisfactory to the Administrative Agent, from local counsel in the jurisdiction in which the Mortgaged Property is located substantially to the effect that:

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(1) the recording of the existing Mortgage is the only filing or recording necessary to give constructive notice to third parties of the lien created by such Mortgage as security for the Obligations, including the Obligations evidenced by the Credit Agreement, as amended pursuant to this First Refinancing Amendment, and the other documents executed in connection therewith, for the benefit of the Secured Parties; and

(2) no other documents, instruments, filings, recordings, re-recordings, re-filings or other actions, including, without limitation, the payment of any mortgage recording taxes or similar taxes, are necessary or appropriate under applicable law in order to maintain the continued enforceability, validity or priority of the lien created by such Mortgage as security for the Obligations, including the Obligations evidenced by the Credit Agreement, as amended pursuant to this First Refinancing Amendment, and the other documents executed in connection therewith, for the benefit of the Secured Parties; or

(B) such other documentation with respect to the Mortgaged Property, in each case in form and substance reasonably acceptable to the Administrative Agent, as shall confirm the enforceability, validity and perfection of the lien in favor of the Secured Parties, including, without limitation:

(1) an executed amendment to the existing Mortgage (the “Mortgage Amendment” and the existing Mortgage, as amended by such Mortgage Amendment, if any, a “Mortgage”);

(2) a favorable opinion, addressed to the Administrative Agent and the Lenders covering the due authorization, execution, delivery and enforceability of the applicable Mortgage, and shall otherwise be in form and substance reasonably satisfactory to the Administrative Agent; and

(3) evidence of payment by the Borrower of all search and examination charges, escrow charges and related charges, mortgage recording taxes, fees, charges, costs and expenses required for the recording of the Mortgage Amendment referred to above.

ARTICLE II

Additional Amendments

SECTION 2.01. Additional Amendments of Credit Agreement.

(a) Effective as of the Additional Amendment Effective Date (as defined below), the Required Lenders (including each of the Replacement Term Lenders) hereby agree that the Credit Agreement is amended as follows:

(i) The definition of “Consolidated EBITDA” set forth in Section 1.01 of the Credit Agreement is hereby amended by:

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(I) replacing clause “(v)” thereof with the following:

“(v) other extraordinary, unusual or nonrecurring cash charges reducing Consolidated Net Income in an aggregate amount not to exceed (x) the amounts set forth on Schedule 1.01 for the periods set forth thereon and (y) $10,000,000 in each fiscal year beginning January 1, 2011,”

(II) inserting appropriately as clause (a)(xii) thereof:

“and (xii) any fees, expenses, prepayment premium or other costs paid in connection with the First Refinancing Amendment”

And (III), by inserting at the end of such definition before the parenthesis the phrase:

“other than income or gains resulting from the termination of interest rate Swap Contracts in connection with the First Refinancing Amendment”

(ii) The definition of “Consolidated Interest Charges” set forth in Section 1.01 of the Credit Agreement is hereby amended by inserting appropriately as clause (f) thereof:

“minus (f) to the extent otherwise included herein under clauses (a), (b) or (c) above, write-off of financing costs”

(iii) Clause (a) of Section 1.03 of the Credit Agreement is hereby amended by inserting before the phrase “FASB ASC 825” the phrase “FASB ASC 840,”.

(iv) Section 6.16 of the Credit Agreement is hereby deleted in its entirety.

(v) Clause (x) of Section 7.01 of the Credit Agreement is hereby amended by replacing “Section 7.02(l)” where it appears therein with “Section 7.02(r)”.

(vi) Clause (iv) of Section 7.03(g) of the Credit Agreement is hereby amended and restated in its entirety as follows:

“(1) immediately before and immediately after giving effect on a Pro Forma Basis to any such purchase or other acquisition, and any incurrence of Indebtedness in connection therewith, no Event of Default shall have occurred, the Borrower and its Subsidiaries shall be in compliance with the financial covenants set forth in Section 7.11 and the Minimum Liquidity Condition shall have been met and (2) immediately after giving effect on a Pro Forma Basis to any such purchase or other acquisition, and any incurrence of Indebtedness in connection therewith, the aggregate amount of consideration in connection with any such purchases or acquisitions shall not exceed an amount such that the Consolidated Leverage Ratio of the Borrower and its Subsidiaries shall be at least 0.25:1.0 less than the then applicable Consolidated Leverage Ratio set forth in Section 7.11(b); provided that in each case of (1) and (2) such compliance to be determined on the

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basis of the financial information most recently delivered to the Administrative Agent and the Lenders pursuant to Section 6.01(a) or (b) as though such purchase, other acquisition or incurrence of Indebtedness associated therewith had been consummated as of the first day of the fiscal period covered thereby; and”

(vii) Clause (a) of Section 7.11 of the Credit Agreement is hereby amended and restated in its entirety as follows:

“Consolidated Interest Coverage Ratio. Permit the Consolidated Interest Coverage Ratio as of the end of any fiscal quarter of the Borrower to be less than the ratio set forth below opposite such fiscal quarter:

Four Fiscal Quarters Ending	Minimum Consolidated Interest Coverage Ratio
December 31, 2010		2.75 to 1.00
each fiscal quarter thereafter		2.25 to 1.00

(viii) Schedule 1.01 attached hereto shall be inserted into the Credit Agreement.

(ix) Schedule 5.06 of the Credit Agreement shall be updated as set forth on Schedule 5.06 hereto.

SECTION 2.02. Additional Amendment Effectiveness. Section 2.01 of this First Refinancing Amendment shall become effective as of the first date (the “Additional Amendment Effective Date”) on which each of the following conditions have been satisfied:

(a) The Administrative Agent shall have received counterparts of this First Refinancing Amendment that, when taken together, bear the signatures of the Borrower and the Required Lenders.

(b) The First Refinancing Amendment Effective Date shall have occurred.

ARTICLE III

Miscellaneous

SECTION 3.01. Representations and Warranties.

(a) To induce the other parties hereto to enter into this First Refinancing Amendment, the Borrower represents and warrants to each of the Lenders, including the Replacement Term Lenders, and the Administrative Agent that, as of the First Refinancing

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Amendment Effective Date and the Additional Amendment Effective Date and after giving effect to the transactions and amendments to occur on the First Refinancing Amendment Effective Date and the Additional Amendment Effective Date, this First Refinancing Amendment has been duly authorized, executed and delivered by the Borrower and constitutes, and the Credit Agreement, as amended hereby on the First Refinancing Amendment Effective Date and the Additional Amendment Effective Date, will constitute, legal, valid and binding obligations of the Loan Parties, enforceable against each of the Loan Parties in accordance with their terms, except as such enforceability may be limited by Debtor Relief Laws and by general principles of equity and the implied covenant of good faith and fair dealing.

(b) The representations and warranties of each Loan Party set forth in the Loan Documents are, after giving effect to this First Refinancing Amendment on such date, true and correct in all material respects on and as of the First Refinancing Amendment Effective Date and the Additional Amendment Effective Date with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date in which case they shall be true and correct in all material respects as of such earlier date.

(c) After giving effect to this First Refinancing Amendment and the transactions contemplated hereby on the relevant date, no Default or Event of Default has occurred and is continuing on the First Refinancing Amendment Effective Date and the Additional Amendment Effective Date.

(d) Immediately after the consummation of the transactions contemplated under this First Refinancing Amendment to occur on the First Refinancing Amendment Effective Date and the Additional Amendment Effective Date, the Borrower and its Subsidiaries are Solvent.

SECTION 3.02. Effect of Amendment.

(a) Except as expressly set forth herein, this First Refinancing Amendment shall not by implication or otherwise limit, impair, constitute a waiver of, or otherwise affect the rights and remedies of, the Lenders or the Agents under the Credit Agreement or any other Loan Document, and shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other Loan Document, all of which are ratified and affirmed in all respects and shall continue in full force and effect. Nothing herein shall be deemed to establish a precedent for purposes of interpreting the provisions of the Credit Agreement or entitle any Loan Party to a consent to, or a waiver, amendment, modification or other change of, any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other Loan Document in similar or different circumstances. This First Refinancing Amendment shall apply to and be effective only with respect to the provisions of the Credit Agreement and the other Loan Documents specifically referred to herein. Each and every term, condition, obligation, covenant and agreement contained in the Credit Agreement or any other Loan Document is hereby ratified and re-affirmed in all respects and shall continue in full force and effect. The Borrower reaffirms its obligations under the Loan Documents to which it is a party and the validity of the Liens granted by it pursuant to the Collateral Documents.

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(b) On and after the First Refinancing Amendment Effective Date and the Additional Amendment Effective Date, each reference in the Credit Agreement to “this Agreement,” “hereunder,” “hereof,” “herein” or words of like import, and each reference to the Credit Agreement, “thereunder,” “thereof,” “therein” or words of like import in any other Loan Document, shall be deemed a reference to the Credit Agreement, as amended hereby. This First Refinancing Amendment shall constitute a “Loan Document” for all purposes of the Credit Agreement and the other Loan Documents.

SECTION 3.03. Governing Law. This First Refinancing Amendment shall be governed by and construed in accordance with the laws of the State of New York. The provisions of Sections 10.14 and 10.15 of the Credit Agreement shall apply to this First Refinancing Amendment to the same extent as if fully set forth herein.

SECTION 3.04. Costs and Expenses. To the extent contemplated by Section 10.04 of the Credit Agreement, the Borrower agrees to reimburse the Administrative Agent and each other Agent (including the First Refinancing Agents) for its reasonable out of pocket expenses in connection with this First Refinancing Amendment and the transactions contemplated hereby, including the reasonable fees, charges and disbursements of Cahill Gordon & Reindel LLP, counsel for the Administrative Agent and the First Refinancing Agents.

SECTION 3.05. Counterparts. This First Refinancing Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed an original, but all such counterparts together shall constitute but one and the same instrument. Delivery of any executed counterpart of a signature page of this First Refinancing Amendment by facsimile transmission or other electronic imaging means shall be effective as delivery of a manually executed counterpart hereof.

SECTION 3.06. Headings. The headings of this First Refinancing Amendment are for purposes of reference only and shall not limit or otherwise affect the meaning hereof.

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IN WITNESS WHEREOF, the parties hereto have caused this First Refinancing Amendment to be duly executed and delivered by their officers as of the date first above written.

GENTIVA HEALTH SERVICES, INC.
By:	/s/ Tony Strange
	Name:     Tony Strange
	Title:       CEO and President

Gentiva Amendment - First Refinancing Amendment Signature Page

BANK OF AMERICA, N.A., individually and as Administrative Agent, Swing Line Lender and L/C Issuer
By:	/s/ Alysa Trakas
	Name:     Alysa Trakas
	Title:       Director

Gentiva Amendment - First Refinancing Amendment Signature Page

The undersigned Term A Lender hereby irrevocably and unconditionally approves each of the First Refinancing Amendment and the Additional Amendment and consents as follows (check ONE option):

Cashless Settlement Option

¨ to convert 100% of the outstanding principal amount of the Original Term A Loan held by such Lender (or such lesser amount allocated to such Lender by the First Refinancing Agents) into a Term A-1 Loan in a like principal amount.

Post-Closing Settlement Option

¨ to have its Original Term A Loans repaid on the First Refinancing Amendment Effective Date and purchase by assignment $         aggregate principal amount of the Term A-1 Loans (or such lesser amount allocated to such Lender by the First Refinancing Agents) from the Additional Term A-1 Lender.

,
as a Term A Lender (type name of the legal entity)
By:
	Name:
	Title:
[If a second signature is necessary:
By:
	Name:
	Title:]

The undersigned Term B Lender hereby irrevocably and unconditionally approves each of the First Refinancing Amendment and the Additional Amendment and consents as follows (check ONE option):

Cashless Settlement Option

¨ to convert 100% of the outstanding principal amount of the Original Term B Loan held by such Lender (or such lesser amount allocated to such Lender by the First Refinancing Agents) into a Term B-1 Loan in a like principal amount.

Post-Closing Settlement Option

¨ to have its Original Term B Loans repaid on the First Refinancing Amendment Effective Date and purchase by assignment $         aggregate principal amount of the Term B-1 Loans (or such lesser amount allocated to such Lender by the First Refinancing Agents) from the Additional Term B-1 Lender.

,
as a Term B Lender (type name of the legal entity)
By:
	Name:
	Title:
[If a second signature is necessary:
By:
	Name:
	Title:]

The undersigned Revolving Credit Lender hereby irrevocably and unconditionally approves the Additional Amendment.

,
as a Revolving Credit Lender (type name of the legal entity)
By:
	Name:
	Title:
[If a second signature is necessary:
By:
	Name:
	Title:]

The undersigned Additional Term A-1 Lender hereby irrevocably and unconditionally agrees to provide the Additional Term A-1 Commitment Amount ($        ) in the form of a Term A-1 Loan on the First Refinancing Amendment Effective Date.

,
as a Term A-1 Lender (type name of the legal entity)
By:
	Name:
	Title:
[If a second signature is necessary:
By:
	Name:
	Title:]

The undersigned Additional Term B-1 Lender hereby irrevocably and unconditionally agrees to provide the Additional Term B-1 Commitment Amount ($        ) in the form of a Term B-1 Loan on the First Refinancing Amendment Effective Date.

,
as a Term B-1 Lender (type name of the legal entity)
By:
	Name:
	Title:

Exhibit 10.6

Schedule 1.01

Fiscal quarter ending March 31, 2010	$	15,491,000.00
Fiscal quarter ending June 30, 2010	$	441,000.00
Fiscal quarter ending September 30, 2010	$	1,312,000.00
Fiscal quarter ending December 31, 2010	$	2,717,000.00

Schedule 5.06

AMENDMENT TO SCHEDULE 5.06

LITIGATION

11) On November 2, 2010, a putative shareholder class action complaint, captioned Steve Endress v. Gentiva Health Services, Inc. et al., Civil Action No. 10-CV-5064, was filed in the United States District Court for the Eastern District of New York. The action, which names Borrower and certain current and former officers as defendants, asserts claims under Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 in connection with Borrower’s participation in the Medicare Home Health Prospective Payment System (the “HH PPS”). The complaint alleges that Borrower’s public disclosures misrepresented and failed to disclose that Borrower improperly increased the number of in-home therapy visits to patients for the purposes of triggering higher reimbursement rates under the HH PPS, which caused an artificial inflation in the price of Borrower’s common stock during the period between July 31, 2008 and July 20, 2010. The defendants have not yet responded to the complaint, and, given the preliminary stage of this action, Borrower is unable to assess the probable outcome or potential liability, if any, arising from this action.

12) On January 4, 2011, a shareholder derivative action, captioned Jacobs v. Board of Directos and Gentiva Health Services, Inc., (Superior Court, DeKalb Co. GA, Case No. 11 CV – 1102), was filed by Roderick Jacobs against Borrower and its board of directors. The suit alleges breach of fiduciary duty, abuse of control, gross mismanagement, and unjust enrichment in connection with Borrower’s participation in the HH PPS. Specifically, the complaint alleges that Borrower’s board of directors had actual or constructive knowledge that Borrower’s public disclosures misrepresented and failed to disclose that Borrower improperly increased the number of in-home therapy visits to patients for the purpose of triggering higher reimbursement rates under the HH PPS, which caused an artificial inflation in the price of Borrower’s common stock during the period between July 31, 2008 and July 20, 2010. The defendants have not yet responded to the complaint, and, given the preliminary stage of this action, Borrower is unable to assess the probable outcome or potential liability, if any, arising from this action.

SCHEDULE I

Reaffirmation Agreement Parties

Access Home Health of Florida, Inc.

Capital CareResources of South Carolina, Inc.

Capital CareResources, Inc.

Capital Health Management Group, Inc.

CareNation, Inc.

Chattahoochee Valley Home Care Services, Inc.

Chattahoochee Valley Home Health, Inc.

CHMG Acquisition Corp.

CHMG of Atlanta, Inc.

CHMG of Griffin, Inc.

Eastern Carolina Home Health Agency, Inc.

Family Hospice, Ltd.

FHI GP, Inc.

FHI Health Systems, Inc.

FHI LP, Inc.

FHI Management, Ltd.

Gentiva Certified Healthcare Corp.

Gentiva Health Services, Inc.

Gentiva Health Services (Certified), Inc.

Gentiva Health Services (USA) Inc.

Gentiva Health Services Holding Corp.

Gentiva Rehab Without Walls, LLC

Gentiva Services of New York, Inc.

Gilbert’s Home Health Agency, Inc.

Gilbert’s Hospice Care of Mississippi, LLC

Gilbert’s Hospice Care, LLC

Healthfield Home Health, Inc.

Healthfield Hospice Services, Inc.

Healthfield of Southwest Georgia, Inc.

Healthfield of Statesboro, Inc.

Healthfield of Tennessee, Inc.

Healthfield Operating Group, Inc.

Healthfield, Inc.

Home Health Care Affiliates of Central Mississippi, L.L.C.

Home Health Care Affiliates of Mississippi, Inc.

Home Health Care Affiliates, Inc.

Home Health Care of Carteret County, Inc.

Horizon Health Network LLC

Mid-South Home Care Services, Inc.

Mid-South Home Care Services, LLC

Mid-South Home Health Agency, Inc.

Mid-South Home Health Agency, LLC

Mid-South Home Health of Gadsden, Inc.

New York Healthcare Services, Inc.

Odyssey Healthcare Austin, LLC

Odyssey Healthcare Detroit, LLC

Odyssey Healthcare Fort Worth, LLC

Odyssey HealthCare GP, LLC

Odyssey HealthCare Holding Company

Odyssey HealthCare LP, LLC

Odyssey HealthCare Management, LP

Odyssey HealthCare of Collier County, Inc.

Odyssey Healthcare of Flint, LLC

Odyssey HealthCare of Hillsborough County, Inc.

Odyssey HealthCare of Manatee County, Inc.

Odyssey HealthCare of Marion County, Inc.

Odyssey HealthCare of Northwest Florida, Inc.

Odyssey Healthcare of Pinellas County, Inc.

Odyssey Healthcare of St. Louis, LLC

Odyssey HealthCare Operating A, LP

Odyssey HealthCare Operating B, LP

Odyssey Healthcare, Inc.

OHS Service Corp.

PHHC Acquisition Corp.

QC-Medi New York, Inc.

Quality Care-USA, Inc.

Quality Managed Care, Inc.

Tar Heel Health Care Services, Inc.

Tar Heel Staffing, Inc.

The Healthfield Group, Inc.

Total Care Home Health of Louisburg, Inc.

Total Care Home Health of North Carolina, Inc.

Total Care Home Health of South Carolina, Inc.

Total Care Services, Inc.

Van Winkle Home Health Care, Inc.

Vista Hospice Care, Inc.

VistaCare of Boston, LLC

VistaCare USA, Inc.

VistaCare, Inc.

Wiregrass Hospice Care, Inc.

Wiregrass Hospice LLC

Wiregrass Hospice of South Carolina, LLC

EX-31.1

EXHIBIT 31.1

CERTIFICATIONS

I, Tony Strange, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Gentiva Health Services, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: November 8, 2011

/s/ Tony Strange

Tony Strange

Chairman, Chief Executive Officer and President

EX-31.2

EXHIBIT 31.2

CERTIFICATIONS

I, Eric R. Slusser, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Gentiva Health Services, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: November 8, 2011

/s/ Eric R. Slusser

Eric R. Slusser

Executive Vice President,

Chief Financial Officer and Treasurer

EX-32.1

Exhibit 32.1

Furnished (but not filed) as an exhibit to the periodic report identified in the Certification.

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Gentiva Health Services, Inc. (the “Company”) on Form 10-Q for the period ended September 30, 2011 as filed with the Securities and Exchange Commission (the “Report”), I, Tony Strange, Chairman, Chief Executive Officer and President, of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: November 8, 2011	/s/ Tony Strange
	Tony Strange
	Chairman, Chief Executive Officer and President

EX-32.2

Exhibit 32.2

Furnished (but not filed) as an exhibit to the periodic report identified in the Certification.

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Gentiva Health Services, Inc. (the “Company”) on Form 10-Q for the period ended September 30, 2011 as filed with the Securities and Exchange Commission (the “Report”), I, Eric R. Slusser, Executive Vice President, Chief Financial Officer and Treasurer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: November 8, 2011	/s/ Eric R. Slusser
	Eric R. Slusser
	Executive Vice President, Chief Financial Officer and Treasurer

XML

Consolidated Balance Sheets (Parenthetical) (USD $) In Thousands, except Share data	Sep. 30, 2011	Dec. 31, 2010
Consolidated Balance Sheets [Abstract]
Accounts receivables , allowance for doubtful accounts	$ 9,519	$ 7,654
Common stock, par value	$ 0.10	$ 0.10
Common stock, shares authorized	100,000,000	100,000,000
Common stock, shares issued	31,263,771	30,799,091
Treasury stock, shares	655,802	641,468

XML

Consolidated Statements Of Operations (USD $) In Thousands, except Per Share data	3 Months Ended		9 Months Ended
	Sep. 30, 2011	Oct. 03, 2010	Sep. 30, 2011	Oct. 03, 2010
Consolidated Statements Of Operations [Abstract]
Net revenues	$ 449,748	$ 379,681	$ 1,349,569	$ 957,642
Cost of services sold	242,943	185,308	707,850	451,760
Gross profit	206,805	194,373	641,719	505,882
Selling, general and administrative expenses	(182,634)	(169,311)	(547,005)	(429,188)
Goodwill, intangibles and other long-lived asset impairment	(643,305)		(643,305)
Gain on sale of assets, net				103
Dividend income	3,977		8,590
Interest income	659	663	1,963	1,977
Interest expense and other	(21,332)	(13,443)	(70,305)	(16,957)
(Loss) income from continuing operations before income taxes and equity in net earnings of CareCentrix, including gain on sale	(635,830)	12,282	(608,343)	61,817
Income tax benefit (expense)	87,538	(4,599)	77,007	(25,534)
Equity in net earnings of CareCentrix, including gain on sale	68,692	518	69,582	1,281
(Loss) income from continuing operations	(479,600)	8,201	(461,754)	37,564
Discontinued operations, net of tax	5,983	24	7,096	(1,095)
Net (loss) income	(473,617)	8,225	(454,658)	36,469
Less: Net income attributable to noncontrolling interests	(134)	(133)	(452)	(133)
Net (loss) income attributable to Gentiva shareholders	(473,751)	8,092	(455,110)	36,336
Basic earnings per common share:
(Loss) income from continuing operations attributable to Gentiva shareholders	$ (15.82)	$ 0.27	$ (15.27)	$ 1.26
Discontinued operations, net of tax	$ 0.20		$ 0.23	$ (0.04)
Net (loss) income attributable to Gentiva shareholders	$ (15.62)	$ 0.27	$ (15.04)	$ 1.22
Weighted average shares outstanding	30,337	29,808	30,257	29,747
Diluted earnings per common share:
(Loss) income from continuing operations attributable to Gentiva shareholders	$ (15.82)	$ 0.27	$ (15.27)	$ 1.23
Discontinued operations, net of tax	$ 0.20		$ 0.23	$ (0.04)
Net (loss) income attributable to Gentiva shareholders	$ (15.62)	$ 0.27	$ (15.04)	$ 1.19
Weighted average shares outstanding	30,337	30,438	30,257	30,547
Amounts attributable to Gentiva shareholders:
(Loss) income from continuing operations	(479,734)	8,068	(462,206)	37,431
Discontinued operations, net of tax	5,983	24	7,096	(1,095)
Net (loss) income	$ (473,751)	$ 8,092	$ (455,110)	$ 36,336

XML

Supplemental Guarantor And Non-Guarantor Financial Information

9 Months Ended

Sep. 30, 2011

Supplemental Guarantor And Non-Guarantor Financial Information [Abstract]

Supplemental Guarantor And Non-Guarantor Financial Information

17. Supplemental Guarantor and Non-Guarantor Financial Information

Gentiva's guarantor subsidiaries are guarantors to the Company's debt securities which are registered under the Securities Act of 1933, as amended. The condensed consolidating financial statements presented below are provided pursuant to Rule 3-10 of Regulation S-X. Separate financial statements of each subsidiary guaranteeing Gentiva's debt securities are not presented because the guarantor subsidiaries are jointly and severally, fully and unconditionally liable under the guarantees, and 100 percent owned by the Company. There are no restrictions on the ability to obtain funds from these subsidiaries by dividends or other means.

The following condensed consolidating financial statements include the balance sheets as of September 30, 2011 and December 31, 2010, statements of operations for the three months and nine months ended September 30, 2011 and October 3, 2010 and statements of cash flows for the nine months ended September 30, 2011 and October 3, 2010 of (i) Gentiva Health Services, Inc. (in each case, reflecting investments in its consolidated subsidiaries under the equity method of accounting), (ii) its guarantor subsidiaries, (iii) its non-guarantor subsidiaries, and (iv) the eliminations necessary to arrive at the information for the Company on a consolidated basis. The condensed consolidating financial statements should be read in conjunction with the accompanying consolidated financial statements.

Condensed Consolidating Balance Sheet

September 30, 2011

(In thousands)

	Gentiva Health Services, Inc.		Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Eliminations			Consolidated Total
ASSETS
Current assets:
Cash and cash equivalents	$	155,434	$	—	$	40,658	$	—		$	196,092
Receivables, net		—		252,810		18,751		(11,286	)		260,275
Deferred tax assets		—		29,366		2,045		—			31,411
Prepaid expenses and other current assets		—		30,945		9,422		(2,931	)		37,436
Total current assets		155,434		313,121		70,876		(14,217	)		525,214
Note receivable from CareCentrix		—		25,000		—		—			25,000
Fixed assets, net		—		45,896		344		—			46,240
Intangible assets, net		—		219,056		100		—			219,156
Goodwill		—		635,605		6,064		—			641,669
Investment in subsidiaries		1,045,465		21,939		—		(1,067,404	)		—
Other assets		—		82,298		8		—			82,306
Total assets	$	1,200,899	$	1,342,915	$	77,392	$	(1,081,621	)	$	1,539,585
LIABILITIES AND EQUITY
Current liabilities:
Current portion of long-term debt	$	13,437	$	—	$	—	$	—		$	13,437
Accounts payable		—		24,028		944		(11,286	)		13,686
Other current liabilities		—		215,575		51,948		(2,931	)		264,592
Total current liabilities		13,437		239,603		52,892		(14,217	)		291,715
Long-term debt		994,688		—		—		—			994,688
Deferred tax liabilities, net		—		32,108		—		—			32,108
Other liabilities		—		25,739		27		—			25,766
Total Gentiva shareholders' equity		192,774		1,045,465		21,939		(1,067,404	)		192,774
Noncontrolling interests		—		—		2,534		—			2,534
Total equity		192,774		1,045,465		24,473		(1,067,404	)		195,308
Total liabilities and equity	$	1,200,899	$	1,342,915	$	77,392	$	(1,081,621	)	$	1,539,585

Condensed Consolidating Balance Sheet

December 31, 2010

(In thousands)

	Gentiva Health Services, Inc.		Guarantor Subsidiaries		Non- Guarantor Subsidiaries		Eliminations			Consolidated Total
ASSETS
Current assets:
Cash and cash equivalents	$	63,816	$	—	$	40,936	$	—		$	104,752
Receivables, net		—		253,874		20,018		(14,304	)		259,588
Deferred tax assets		—		26,323		1,832		—			28,155
Prepaid expenses and other current assets		—		47,536		5,784		(4,410	)		48,910
Total current assets		63,816		327,733		68,570		(18,714	)		441,405
Note receivable from CareCentrix		—		25,000		—		—			25,000
Investment in CareCentrix		—		25,635		—		—			25,635
Fixed assets, net		—		85,446		261		—			85,707
Intangible assets, net		—		373,957		100		—			374,057
Goodwill		—		1,079,002		6,064		—			1,085,066
Investment in subsidiaries		1,623,321		28,082		—		(1,651,403	)		—
Other assets		26,032		57,212		14		—			83,258
Total assets	$	1,713,169	$	2,002,067	$	75,009	$	(1,670,117	)	$	2,120,128
LIABILITIES AND EQUITY
Current liabilities:
Current portion of long-term debt	$	25,000	$	—	$	—	$	—		$	25,000
Accounts payable		—		29,814		52		(14,304	)		15,562
Other current liabilities		—		236,309		44,180		(4,410	)		276,079
Total current liabilities		25,000		266,123		44,232		(18,714	)		316,641
Long-term debt		1,026,563		—		—		—			1,026,563
Deferred tax liabilities, net		—		111,199		—		—			111,199
Other liabilities		26,032		1,424		37		—			27,493
Total Gentiva shareholders' equity		635,574		1,623,321		28,082		(1,651,403	)		635,574
Noncontrolling interests		—		—		2,658		—			2,658
Total equity		635,574		1,623,321		30,740		(1,651,403	)		638,232
Total liabilities and equity	$	1,713,169	$	2,002,067	$	75,009	$	(1,670,117	)	$	2,120,128

Condensed Consolidating Statement of Operations

For the Three Months Ended September 30, 2011

(In thousands)

	Gentiva Health Services, Inc.			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Eliminations			Consolidated Total
Net revenues	$	—		$	439,140		$	13,299		$	(2,691	)	$	449,748
Cost of services sold		—			228,306			17,328			(2,691	)		242,943
Gross profit		—			210,834			(4,029	)		—			206,805
Selling, general and administrative expenses		—			(178,773	)		(3,861	)		—			(182,634	)
Goodwill, intangibles and other long-lived asset impairment		—			(643,305	)		—			—			(643,305	)
Dividend income		—			3,977			—			—			3,977
Interest (expense) income and other, net		(20,687	)		—			14			—			(20,673	)
Equity in earnings (loss) of subsidiaries		(461,283	)		(7,904	)		—			469,187			—
Income (loss) from continuing operations before income taxes and equity in net earnings of CareCentrix, including gain on sale		(481,970	)		(615,171	)		(7,876	)		469,187			(635,830	)
Income tax benefit (expense)		8,219			79,399			(80	)		—			87,538
Equity in net earnings of CareCentrix, including gain on sale		—			68,692			—			—			68,692
Income (loss) from continuing operations		(473,751	)		(467,080	)		(7,956	)		469,187			(479,600	)
Discontinued operations, net of tax		—			5,797			186			—			5,983
Net income (loss)		(473,751	)		(461,283	)		(7,770	)		469,187			(473,617	)
Noncontrolling interests		—			—			(134	)		—			(134	)
Net income (loss) attributable to Gentiva shareholders	$	(473,751	)	$	(461,283	)	$	(7,904	)	$	469,187		$	(473,751	)

Condensed Consolidating Statement of Operations

For the Three Months Ended October 3, 2010

(In thousands)

	Gentiva Health Services, Inc.			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated Total
Net revenues	$	—		$	371,620		$	11,136		$	(3,075	)	$	379,681
Cost of services sold		—			183,270			5,113			(3,075	)		185,308
Gross profit		—			188,350			6,023			—			194,373
Selling, general and administrative expenses		—			(167,489	)		(1,822	)		—			(169,311	)
Interest (expense) income and other, net		(12,805	)		—			25			—			(12,780	)
Equity in earnings of subsidiaries		15,788			2,651			—			(18,438	)		—
Income from continuing operations before income taxes and equity in net earnings of CareCentrix		2,983			23,512			4,226			(18,438	)		12,282
Income tax benefit (expense)		5,109			(8,171	)		(1,537	)		—			(4,599	)
Equity in net earnings of CareCentrix		—			518			—			—			518
Income from continuing operations		8,092			15,859			2,689			(18,438	)		8,201
Discontinued operations, net of tax		—			(71	)		95			—			24
Net income before noncontrolling interests		8,092			15,788			2,784			(18,438	)		8,225
Noncontrolling interests		—			—			(133	)		—			(133	)
Net income	$	8,092		$	15,788		$	2,651		$	(18,438	)	$	8,092

Condensed Consolidating Statement of Operations

For the Nine Months Ended September 30, 2011

(In thousands)

	Gentiva Health Services, Inc.			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated Total
Net revenues	$	—		$	1,319,162		$	38,801		$	(8,394	)	$	1,349,569
Cost of services sold		—			688,754			27,490			(8,394	)		707,850
Gross profit		—			630,408			11,311			—			641,719
Selling, general and administrative expenses		—			(535,958	)		(11,047	)		—			(547,005	)
Goodwill, intangibles and other long-lived asset impairment		—			(643,305	)		—			—			(643,305	)
Dividend income		—			8,590			—			—			8,590
Interest (expense) income and other, net		(68,387	)		—			45			—			(68,342	)
Equity in earnings (loss) of subsidiaries		(405,039	)		(2,244	)		—			407,283			—
Income (loss) from continuing operations before income taxes and equity in net earnings of CareCentrix, including gain on sale		(473,426	)		(542,509	)		309			407,283			(608,343	)
Income tax benefit (expense)		18,316			61,202			(2,511	)		—			77,007
Equity in net earnings of CareCentrix, including gain on sale		—			69,582			—			—			69,582
Income (loss) from continuing operations		(455,110	)		(411,725	)		(2,202	)		407,283			(461,754	)
Discontinued operations, net of tax		—			6,686			410			—			7,096
Net income (loss)		(455,110	)		(405,039	)		(1,792	)		407,283			(454,658	)
Noncontrolling interests		—			—			(452	)		—			(452	)
Net income (loss) attributable to Gentiva shareholders	$	(455,110	)	$	(405,039	)	$	(2,244	)	$	407,283		$	(455,110	)

Condensed Consolidating Statement of Operations

For the Nine Months Ended October 3, 2010

(In thousands)

	Gentiva Health Services, Inc.			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Eliminations			Consolidated Total
Net revenues	$	—		$	940,088		$	26,717		$	(9,163	)	$	957,642
Cost of services sold		—			443,412			17,511			(9,163	)		451,760
Gross profit		—			496,676			9,206			—			505,882
Selling, general and administrative expenses		—			(425,346	)		(3,842	)		—			(429,188	)
Gain on sale of assets, net		—			103			—			—			103
Interest (expense) income and other, net		(15,040	)		—			60			—			(14,980	)
Equity in earnings of subsidiaries		45,375			3,394			—			(48,769	)		—
Income from continuing operations before income taxes and equity in net earnings of CareCentrix		30,335			74,827			5,424			(48,769	)		61,817
Income tax benefit (expense)		6,001			(29,433	)		(2,102	)		—			(25,534	)
Equity in net earnings of CareCentrix		—			1,281			—			—			1,281
Income from continuing operations		36,336			46,675			3,322			(48,769	)		37,564
Discontinued operations, net of tax		—			(1,300	)		205			—			(1,095	)
Net income before noncontrolling interests		36,336			45,375			3,527			(48,769	)		36,469
Non controlling interests		—			—			(133	)		—			(133	)
Net income	$	36,336		$	45,375		$	3,394		$	(48,769	)	$	36,336

Condensed Consolidating Statement of Cash Flows

For the Nine Months Ended September 30, 2011

(In thousands)

	Gentiva Health Services, Inc.			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations		Consolidated Total
OPERATING ACTIVITIES:
Net cash (used in) provided by operating activities	$	(31,545	)	$	44,344		$	1,548		$	—	$	14,347
INVESTING ACTIVITIES:
Purchase of fixed assets		—			(14,393	)		(178	)		—		(14,571	)
Proceeds from sale of assets and businesses		—			142,281			52			—		142,333
Acquisition of businesses		—			(320	)		—			—		(320	)
Net cash provided by (used in) investing activities		—			127,568			(126	)		—		127,442
FINANCING ACTIVITIES:
Proceeds from issuance of common stock		7,005			—			—			—		7,005
Windfall tax benefits associated with equity-based compensation		194			—			—			—		194
Repayment of long-term debt		(43,438	)		—			—			—		(43,438	)
Debt issuance costs		(13,457	)		—			—			—		(13,457	)
Repayment of capital lease obligations		(210	)		—			—			—		(210	)
Other		—			1,157			(1,700	)		—		(543	)
Net payments related to intercompany financing		173,069			(173,069	)		—			—		—
Net cash provided by (used in) financing activities		123,163			(171,912	)		(1,700	)		—		(50,449	)
Net change in cash and cash equivalents		91,618			—			(278	)		—		91,340
Cash and cash equivalents at beginning of period		63,816			—			40,936			—		104,752
Cash and cash equivalents at end of period	$	155,434		$	—		$	40,658		$	—	$	196,092

Condensed Consolidating Statement of Cash Flows

For the Nine Months Ended October 3, 2010

(In thousands)

	Gentiva Health Services, Inc.			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Eliminations		Consolidated Total
OPERATING ACTIVITIES:
Net cash (used in) provided by operating activities	$	(3,187	)	$	97,480		$	(2,644	)	$	—	$	91,649
INVESTING ACTIVITIES:
Purchase of fixed assets		—			(9,161	)		(148	)		—		(9,309	)
Proceeds from sale of assets and businesses		—			8,796			—			—		8,796
Acquisition of businesses		—			(834,919	)		—			—		(834,919	)
Net cash used in investing activities		—			(835,284	)		(148	)		—		(835,432	)
FINANCING ACTIVITIES:
Proceeds from issuance of common stock		6,968			—			—			—		6,968
Windfall tax benefits associated with equity-based compensation		714			—			—			—		714
Proceeds from issuance of debt		1,075,000			—			—			—		1,075,000
Borrowings under revolving credit facility		30,000			—			—			—		30,000
Repayment under revolving credit facility		(30,000	)		—			—			—		(30,000	)
Repayment of long-term debt		(237,000	)		—			—			—		(237,000	)
Repayment of Odyssey long-term debt		(108,822	)		—			—			—		(108,822	)
Debt issuance costs		(58,324	)		—			—			—		(58,324	)
Repurchase of common stock		(4,985	)		—			—			—		(4,985	)
Repayment of capital lease obligations		(508	)		—			—			—		(508	)
Net payments related to intercompany financing		(740,452	)		737,804			2,648			—		—
Net cash (used in) provided by financing activities		(67,409	)		737,804			2,648			—		673,043
Net change in cash and cash equivalents		(70,596	)		—			(144	)		—		(70,740	)
Cash and cash equivalents at beginning of period		113,211			—			39,199			—		152,410
Cash and cash equivalents at end of period	$	42,615		$	—		$	39,055		$	—	$	81,670

XML

Document And Entity Information	9 Months Ended
	Sep. 30, 2011	Nov. 03, 2011
Document And Entity Information [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Sep. 30, 2011
Entity Central Index Key	0001096142
Document Fiscal Year Focus	2011
Document Fiscal Period Focus	Q3
Entity Registrant Name	GENTIVA HEALTH SERVICES INC
Current Fiscal Year End Date	--12-31
Entity Filer Category	Accelerated Filer
Entity Common Stock, Shares Outstanding		30,794,262

XML

Net Revenues And Accounts Receivable

9 Months Ended

Sep. 30, 2011

Net Revenues And Accounts Receivable [Abstract]

Net Revenues And Accounts Receivable

6. Net Revenues and Accounts Receivable

Net revenues by major payer classification were as follows (in millions):

	Third Quarter							First Nine Months
	2011		2010		Percentage Variance			2011		2010		Percentage Variance
Medicare:
Home Health	$	200.3	$	205.4		(2.5	%)	$	601.7	$	620.4		(3.0	%)
Hospice		182.0		107.5		69.2	%		543.0		145.2		274.1	%
Total Medicare		382.3		312.9		22.2	%		1,144.7		765.6		49.5	%
Medicaid and Local Government		21.2		19.3		10.2	%		63.2		51.9		21.7	%
Commercial Insurance and Other:
Paid at episodic rates		19.3		22.0		(12.1	%)		58.1		64.2		(9.5	%)
Other		26.9		25.5		5.5	%		83.6		75.9		10.1	%
Total Commercial Insurance and Other		46.2		47.5		(2.7	%)		141.7		140.1		1.1	%
Total net revenues	$	449.7	$	379.7		18.5	%	$	1,349.6	$	957.6		40.9	%

For the third quarter and first nine months of 2011, the Company recorded hospice Medicare cap expense of $1.7 million and $3.4 million, respectively, which is reflected in net revenues in the Company's consolidated statements of operations. For both the third quarter and first nine months of 2010, the Company recorded hospice Medicare cap expense of $1.7 million, which is reflected in net revenues in the Company's consolidated statements of operations. The payment cap, which is calculated for each provider by the Medicare fiscal intermediary at the end of the hospice cap period, is determined by multiplying the number of first time patient admissions during the cap period by the Medicare cap amount, subject to certain adjustments. Medicare revenue paid to a provider during a twelve month period cannot exceed the aggregate Medicare payment cap. As of September 30, 2011 and December 31, 2010, the Company had Medicare cap liabilities of $14.8 million and $15.4 million, respectively, which was reflected in Medicare liabilities in the Company's consolidated balance sheets.

Net revenues in the Home Health and Hospice segments were derived from all major payer classes. Accounts receivable attributable to major payer sources of reimbursement were as follows (in thousands):

	September 30, 2011			December 31, 2010
Medicare	$	188,942		$	186,621
Medicaid and Local Government		41,263			36,096
Commercial Insurance and Other		39,589			44,525
Gross Accounts Receivable		269,794			267,242
Less: Allowance for doubtful accounts		(9,519	)		(7,654	)
Net Accounts Receivable	$	260,275		$	259,588

The Commercial Insurance and Other payer group included self-pay accounts receivable relating to patient co-payments of $2.5 million and $2.6 million as of September 30, 2011 and December 31, 2010, respectively.

The Company's only financing receivable is the note receivable from CareCentrix, Inc. The Company measures impairment based on the present value of expected cash flows after considering assumptions relating to risk factors and economic conditions. On an ongoing basis, the Company assesses the credit quality based on the Company's review of CareCentrix, Inc.'s financial position and receipt of interest payments when due. Based on the Company's analysis, as of September 30, 2011 and December 31, 2010, the Company had no allowances for credit losses.

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Long-Term Debt

9 Months Ended

Sep. 30, 2011

Long-Term Debt [Abstract]

Long-Term Debt

11. Long-Term Debt

The Company's credit arrangements include a senior secured credit agreement providing (i) a $200 million Term Loan A facility, (ii) a $550 million Term Loan B facility and (iii) a $125 million revolving credit facility (collectively, the "Credit Agreement") and $325 million aggregate principal amount of 11.5% Senior Notes due 2018 (the "Senior Notes"). The Credit Agreement's revolving credit facility also includes borrowing capacity available for letters of credit and for borrowings on same-day notice, referred to as swing line loans.

As of September 30, 2011 and December 31, 2010, the Company's long-term debt consisted of the following (in thousands):

	September 30, 2011			December 31, 2010
Credit Agreement:
Term Loan A, maturing August 17, 2015	$	163,437		$	180,000
Term Loan B, maturing August 17, 2016		519,688			546,563
11.5% Senior Notes due 2018		325,000			325,000
Total debt		1,008,125			1,051,563
Less: current portion of long-term debt		(13,437	)		(25,000	)
Total long-term debt	$	994,688		$	1,026,563

Advances under the revolving credit facility may be made, and letters of credit may be issued, up to the $125 million borrowing capacity of the facility at any time prior to the facility expiration date of August 17, 2015. Outstanding letters of credit were $41.8 million at September 30, 2011 and $54.6 million at December 31, 2010. The letters of credit were issued to guarantee payments under the Company's workers' compensation program and for certain other commitments. As of September 30, 2011, the Company's unused and available borrowing capacity under the Credit Agreement was $83.2 million.

As of September 30, 2011, the mandatory aggregate principal payments of long-term debt are $20.3 million in 2012 and $38.8 million in each of the years 2013 and 2014, $107.5 million in 2015 and $802.7 million thereafter. There are no mandatory aggregate principal payments of long-term debt remaining in 2011. The weighted average cash interest rate on outstanding borrowings was 6.9 percent per annum at September 30, 2011 and 8.2 percent per annum at December 31, 2010.

The Term Loan A facility is subject to mandatory principal payments of $25 million per year, payable in equal quarterly installments, with the remaining balance of the original $200 million loan payable on August 17, 2015. During the nine months ended September 30, 2011, the Company made prepayments totaling $16.6 million on its Term Loan A facility. There are no required payments on the Company's Term Loan A facility until the end of the first quarter of 2012, at which time a principal payment of $0.9 million is required and $6.3 million per quarter thereafter. The Term Loan B facility is subject to mandatory principal payments of $13.8 million per year, payable in equal quarterly installments, with the remaining balance of the original $550 million loan payable on August 17, 2016. During the third quarter and first nine months of 2011, the Company made prepayments totaling $16.6 million on its Term Loan B facility. There are no required payments on the Company's Term Loan B facility until the end of the fourth quarter of 2012, at which time a principal payment of $0.6 million is required and $3.4 million per quarter, thereafter.

On March 9, 2011, the Company entered into a First Refinancing Amendment to the Credit Agreement (the "Amendment"), which provided for, among other things, (i) refinancing of the outstanding indebtedness under the Company's senior secured Term Loan A and Term Loan B facilities, (ii) elimination of the requirement to hedge a certain portion of the Company's variable rate debt, (iii) a reduction in the minimum Base Rate from 2.75 percent to 2.25 percent, (iv) a reduction in the minimum Eurodollar Rate from 1.75 percent to 1.25 percent, (v) reductions in Term Loan B Applicable Rates to 3.50 percent for Eurodollar Rate Loans and 2.50 percent for Base Rate Loans as compared to 5.00 percent and 4.00 percent, respectively, under the previous arrangement and (vi) reductions in the Applicable Rate for Term Loan A as reflected in the table below.

	Amended Applicable Rate						Previous Applicable Rate
Consolidated	Eurodollar Rate			Base Rate			Eurodollar Rate			Base Rate
Leverage Ratio	Term A Facility			Term A Facility			Term A Facility			Term A Facility
>3.0:1		3.25	%		2.25	%		5.00	%		4.00	%
>2.0:1 and < 3.0:1		3.00	%		2.00	%		4.50	%		3.50	%
< 2.0:1		2.75	%		1.75	%		4.00	%		3.00	%

In addition, the Amendment provided for a reduction in the Company's minimum consolidated interest coverage ratio to a ratio of 2.25 to 1.00 from the previous ratios of 2.75 to 1.00.

The interest rate per annum on borrowings under the Credit Agreement is based on, at the option of the Company, (i) the Eurodollar Rate or (ii) the Base Rate, plus an Applicable Rate. The Base Rate represents the highest of (x) the Bank of America prime rate, (y) the federal funds rate plus 0.50 percent and (z) the Eurodollar Rate plus 1.00 percent. In connection with determining the interest rates on the Term Loan A and Term Loan B facilities, in no event shall the Eurodollar Rate be less than 1.25 percent and the Base Rate be less than 2.25 percent. The Company may select interest periods of one, two, three or six months for Eurodollar Rate loans. Interest is payable at the end of the selected interest period. From August 17, 2010 through March 9, 2011, the interest rate on borrowings under the Credit Agreement was 6.75 percent per annum. Subsequent to March 9, 2011, the interest rate on Term Loan A borrowings was 4.50 percent and Term Loan B borrowings was 4.75 percent. The Company must also pay a fee of 0.50 percent per annum on unused commitments under the revolving credit facility.

The Company's Credit Agreement, in effect prior to the adoption of the Amendment, included a requirement that the Company enter into and maintain interest rate swap contracts covering a notional value of not less than 50 percent of the Company's aggregate consolidated outstanding indebtedness (other than total revolving credit outstanding) including the Senior Notes for a period of not less than three years. On November 15, 2010, the Company entered into derivative instruments consisting of (i) a one year interest rate cap with a notional value of $220.0 million and (ii) two year forward starting interest rate swaps with notional value of $300.0 million. Under the interest rate cap, the Company would pay a fixed rate of 1.75 percent per annum plus an applicable rate (an aggregate of 6.75 percent per annum for the period beginning November 15, 2010 through December 30, 2011) on the $220 million rather than a variable rate plus an applicable rate should the variable rate plus applicable rate exceed 6.75 percent. In connection with the refinancing, the Company terminated the two year forward starting interest rate swaps and paid a termination fee of approximately $0.3 million, which is reflected in interest expense and other in the Company's consolidated statement of operations for the nine months ended September 30, 2011.

Gentiva may voluntarily repay outstanding loans under the revolving credit facility or Term Loan A at any time without premium or penalty, other than customary "breakage" costs with respect to LIBOR loans. For the period from March 9, 2011 to September 9, 2011, the Company was subject to a prepayment premium equal to 1.0 percent of the aggregate principal amount of Term Loan B. Prepayment and commitment reductions will be required in connection with (i) certain asset sales, (ii) certain extraordinary receipts such as certain insurance proceeds, (iii) cash proceeds from the issuance of debt, (iv) 50 percent of the proceeds from the issuance of equity with step-downs based on leverage, with certain exceptions, and (v) 75 percent of "Excess Cash Flow" (as defined in the Credit Agreement) with two step-downs based on the Company's leverage ratio.

In connection with the refinancing, the Company paid a two percent prepayment penalty on its Term Loan B facility of approximately $10.9 million which was recorded as deferred debt issuance costs. In accordance with applicable guidance, due to changes in some of the participating lenders, the Company recorded a write-off of a portion of its deferred debt issuance costs of approximately $3.5 million, which is reflected in interest expense and other in the Company's consolidated statement of operations for the nine months ended September 30, 2011.

Debt Covenants

The Credit Agreement contains a number of covenants that, among other things, restrict, subject to certain exceptions, the Company's and its subsidiaries' ability to incur additional indebtedness or issue certain preferred stock, create liens on assets, enter into sale and leaseback transactions, engage in mergers or consolidations with other companies, sell assets, pay dividends, repurchase capital stock, make investments, loans and advances, make certain acquisitions, engage in certain transactions with affiliates, amend material agreements, repay certain indebtedness, change the nature of the Company's business, change accounting policies and practices, grant negative pledges and incur capital expenditures. In addition, the Credit Agreement requires the Company to maintain a maximum consolidated leverage ratio as shown in the table below and a minimum interest coverage ratio of 2.25 to 1.00 and also contains certain customary affirmative covenants and events of default. As of September 30, 2011, the Company was in compliance with all covenants in the Credit Agreement.

The maximum consolidated leverage ratio is as follows:

	Maximum Consolidated
For the period	Leverage Ratio
August 17, 2010 to September 30, 2011	< 4.75:1
October 1, 2011 to September 30, 2012	< 4.50:1
October 1, 2012 to September 30, 2013	< 3.75:1
Thereafter	< 3.00:1

As of September 30, 2011, the Company's consolidated leverage ratio was 4.4x and the Company's interest coverage ratio was 2.6x.

While the Company was in compliance with all covenants in the Credit Agreement at September 30, 2011, the Company is currently in negotiations with its lenders under the Credit Agreement to obtain a waiver of compliance with its financial covenants or an amendment of its Credit Agreement for the fourth quarter of 2011. In response to changes in the Company's business climate and uncertainties involving Medicare reimbursement as the federal government works to reduce the federal deficit, the Company is currently undergoing cost savings initiatives in order to reduce its ongoing operating costs. These initiatives include (i) the closing or divestiture of 33 home health branches and 9 hospice branches and (ii) significant reductions in staffing levels in regional, area and corporate support functions. In connection with these activities, the Company expects to record charges of $20 million to $25 million in the fourth quarter of 2011, related to severance costs, facility lease and other costs. As such, absent any changes, the Company will be out of compliance with the maximum consolidated leverage ratio in the Credit Agreement, which reduces to 4.5x for such quarter and therefore, in default. In addition, based on reductions in Medicare reimbursement for 2012 and possible outcomes from the Super Committee (a select group of 12 members of both the U.S. House of Representatives and U.S. Senate created under the Budget Control Act of 2011) working on proposals to further reduce federal deficit spending, the Company anticipates that it will be further out of compliance with its financial covenants under the Credit Agreement in 2012. If the Company does not meet its financial covenants and is unable to obtain a waiver or amendment of its Credit Agreement or other permitted remedies, the Company would default under its Credit Agreement which would allow its lenders to accelerate the amounts the Company owes under its Credit Agreement, or avail themselves of other remedies under the Credit Agreement, including foreclosure on the collateral securing its debt.

Guaranty Agreement and Security Agreement

Gentiva and substantially all of its subsidiaries (the "Guarantor Subsidiaries") entered into a guaranty agreement pursuant to which the Guarantor Subsidiaries have agreed, jointly and severally, fully and unconditionally liable to guarantee all of the Company's obligations under the Credit Agreement. Additionally, Gentiva and its Guarantor Subsidiaries entered into a security agreement pursuant to which a first-priority security interest was granted in substantially all of the Company's and its Guarantor Subsidiaries' present and future real, personal and intangible assets, including the pledge of 100 percent of all outstanding capital stock of substantially all of the Company's domestic subsidiaries to secure full payment of all of the Company's obligations for the ratable benefit of the lenders.

Senior Notes

The Senior Notes are unsecured, senior subordinated obligations of the Company. The Senior Notes are guaranteed by all of Gentiva's subsidiaries that are guarantors under the Credit Agreement. Interest on the Senior Notes accrues at a rate of 11.5 percent per annum and is payable semi-annually in arrears on March 1 and September 1. Gentiva will make each interest payment to the holders of record on the immediately preceding February 15 and August 15.

The Senior Notes mature on September 1, 2018 and are generally free to be transferred. Gentiva may redeem the Senior Notes, in whole or in part, at any time prior to the first interest payment of 2014, at a price equal to 100 percent of the principal amount of the Senior Notes redeemed plus an applicable make-whole premium based on the present value of the remaining payments discounted at the treasury rate plus 50 basis points plus accrued and unpaid interest, if any, to the date of redemption. In addition, prior to September 1, 2013, Gentiva may redeem up to 35 percent of the aggregate principal amount of the Senior Notes with the net cash proceeds of a qualified equity offering at a redemption price equal to 111.5 percent of the aggregate principal amount, provided that (i) at least 65 percent of the aggregate principal amount of Senior Notes originally issued remain outstanding after the occurrence of such redemption and (ii) such redemption occurs within 180 days after the closing of a qualified equity offering.

On or after September 1, 2014, Gentiva may redeem all or part of the Senior Notes at redemption prices set forth below plus accrued and unpaid interest and Additional Interest, if any, as defined in the indenture relating to the Senior Notes during the twelve month period beginning on September 1 of the years indicated below:

Year	Percentage
2014		105.750	%
2015		102.875	%
2016 and thereafter		100.000	%

Other

The Company has equipment capitalized under capital lease obligations. At September 30, 2011 and December 31, 2010, long-term capital lease obligations were $0.1 million and $0.2 million, respectively, and were recorded in other liabilities on the Company's consolidated balance sheets. The current portion of obligations under capital leases was $0.2 million and $0.3 million at September 30, 2011 and December 31, 2010, respectively, and was recorded in other accrued expenses on the Company's consolidated balance sheets.

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New Accounting Standards

9 Months Ended

Sep. 30, 2011

New Accounting Standards [Abstract]

New Accounting Standards

2. New Accounting Standards

On September 15, 2011, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2011-08, Intangibles—Goodwill and Other (Topic 350) (ASU 2011-08), which provides final guidance on goodwill impairment that gives companies the option to perform a qualitative assessment that may allow them to skip the annual two-step test and reduce costs. ASU 2011-08 gives companies the option to first perform a qualitative assessment to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If a company concludes that this is the case, it must perform the two-step test. Otherwise, a company can skip the two-step test. The ASU is effective for the year beginning January 1, 2012 for the Company. The adoption of ASU 2011-08 is not expected to have a material impact on the Company's consolidated financial statements.

In July 2011, the FASB issued ASU 2011-07, Presentation and Disclosure of Patient Service Revenue, Provision for Bad Debts, and the Allowance for Doubtful Accounts for Certain Health Care Entities, which requires health care organizations that do not assess the collectability of a receivable before recognizing revenue to present their provision for bad debt related to patient service revenue as a deduction from revenue on the face of the statement of operations. Enhanced disclosure about policies for recognizing revenue, assessing bad debts and qualitative and quantitative information about changes in the allowance for doubtful accounts also are required. The guidance is effective for the first quarter of 2012 for the Company. The Company is currently evaluating the impact of this guidance on the consolidated financial statements.

In June 2011, the FASB issued ASU No. 2011-05, Comprehensive Income (Topic 220): Presentation of Comprehensive Income. ASU 2011-05 eliminates the option to report other comprehensive income and its components in the statement of changes in shareholders' equity. ASU 2011-05 requires that all items of net income, items of other comprehensive income and total comprehensive income be presented in either a single continuous statement of comprehensive income or in two separate but consecutive statements. ASU 2011-05 will be required for the quarter ending on or after March 31, 2012 and must be applied retrospectively. Although the presentation of financial statements will change, the Company does not expect the adoption of ASU 2011-05 to have a material impact on the Company's consolidated financial statements.

In May 2011, the FASB issued ASU 2011-04, Fair Value Measurement (Topic 820): Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs. ASU 2011-04 primarily clarifies existing concepts in accounting principles generally accepted in the United States of America. However, ASU 2011-04 requires new disclosures for Level 3 fair value measurements including quantitative information about significant unobservable inputs, the valuation process in place for all Level 3 measurements, and a narrative description of the sensitivity of recurring Level 3 fair value measurements to changes in the unobservable inputs used. In addition, ASU 2011-04 requires disclosure of transfers between Level 1 and Level 2 of the fair value hierarchy, the hierarchy classification for assets and liabilities whose fair value is disclosed only in the footnotes, and, if applicable, the reason nonfinancial assets measured at fair value are being used in a manner that differs from their highest and best use. ASU 2011-04 is effective for interim and annual reporting periods beginning after December 15, 2011. The adoption of ASU 2011-04 is not expected to have a material impact on the Company's consolidated financial statements.

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Cost Savings Initiatives, Acquisition And Integration Activities, Other Restructuring And Legal Settlements

9 Months Ended

Sep. 30, 2011

Cost Savings Initiatives, Acquisition And Integration Activities, Other Restructuring And Legal Settlements [Abstract]

Cost Savings Initiatives, Acquisition And Integration Activities, Other Restructuring And Legal Settlements

8. Cost Savings Initiatives, Acquisition and Integration Activities, Other Restructuring and Legal Settlements

During the third quarter and first nine months of 2011, the Company recorded charges relating to cost savings initiatives, acquisition and integration activities, other restructuring and legal settlements of $9.8 million and $34.9 million, respectively, and $22.8 million and $40.7 million for the corresponding periods in 2010, which were recorded in selling, general and administrative expenses in the Company's consolidated statements of operations.

Cost Savings Initiatives

During the third quarter of 2011, the Company undertook a comprehensive review of its branch structure, support infrastructure and other significant spend areas in order to reduce its ongoing operating costs given the challenging rate environment the Company is facing. As a result of this effort, the Company has announced (i) the closing or divestiture of 33 home health branches and 9 hospice branches and (ii) significant reductions in staffing levels in regional, area and corporate support functions. In connection with these activities, the Company expects to record charges of $20 million to $25 million in the fourth quarter of 2011, related to severance costs, facility lease and other costs. During the third quarter and first nine months of 2011, the Company recorded charges of $0.8 million in connection with these cost savings initiatives.

Acquisition and Integration Activities

During the third quarter and first nine months of 2011, the Company recorded charges of $2.5 million and $7.3 million, respectively, compared to $21.5 million and $23.5 million during the third quarter and first nine months of 2010, respectively, in connection with costs of acquisition and integration activities, primarily related to the Odyssey transaction. These costs consisted of legal, accounting and other professional fees and expenses, severance costs and facility lease costs. Additional acquisition and integration costs to be incurred during 2011 primarily relate to the Odyssey acquisition and are expected to range between $1.0 million and $2.0 million for the remainder of 2011.

Other Restructuring

During the first nine months of 2011, the Company recorded charges of $1.8 million, as compared to $1.3 million for the third quarter of 2010 and $3.5 million for the first nine months of 2010, in connection with other restructuring activities, including severance costs in connection with the termination of personnel and facility lease and other costs. These charges included non-cash charges of approximately $0.4 million and $0.6 million, recorded in the first nine months of 2011 and 2010, respectively, associated with the acceleration of compensation expense relating to future vesting of stock options under severance agreements for certain of the Company's former executive officers.

Legal Settlements

During the third quarter and first nine months of 2011, the Company recorded charges of $6.5 million and $25.0 million, respectively, related to discussion of potential legal settlements associated with certain of the investigations assumed in connection with the Odyssey transaction. See Note 14 for additional information.

During the first nine months of 2010, the Company recorded legal settlements of $13.7 million consisting of (i) settlement costs and legal fees of $4.2 million related to a three-year old commercial contractual dispute involving the Company's former subsidiary, CareCentrix, and (ii) incremental charges of $9.5 million in connection with an agreement in principle, subject to final approvals, between the Company and the federal government to resolve the matters which were subject to a 2003 subpoena relating to the Company's cost reports for the 1998 to 2000 periods. The settlement costs related to CareCentrix reflect a tax benefit of $1.8 million which was reimbursed to the Company from CareCentrix during the third quarter of 2011. Such benefit was classified in prepaid expenses and other current assets in the Company's consolidated balance sheet as of December 31, 2010. See Note 14 for additional information.

The costs incurred and cash expenditures associated with these activities by component were as follows (in thousands):

	Cost Savings Initiatives				Acquisition & Integration				Other Restructuring				Legal Settlements				Total
Ending balance at January 3, 2010		$	—			$	—			$	646			$	3,000			$	3,646
Charge in first quarter 2010			—				—				357				15,134				15,491
Cash expenditure			—				—				(396	)			(751	)			(1,147	)
Ending balance at April 4, 2010			—				—				607				17,383				17,990
Charge in second quarter 2010			—				2,034				1,882				(1,440	)			2,476
Cash expenditure			—				(471	)			(316	)			(5,222	)			(6,009	)
Non-cash expenditures			—				—				(577	)			1,800				1,223
Ending balance at July 4, 2010			—				1,563				1,596				12,521				15,680
Charge in third quarter 2010			—				21,451				1,313				—				22,764
Cash expenditure			—				(17,860	)			(998	)			—				(18,858	)
Ending balance at October 3, 2010		$	—			$	5,154			$	1,911			$	12,521			$	19,586
Ending balance at December 31, 2010		$	—			$	3,984			$	2,893			$	12,500			$	19,377
Charge in first quarter 2011			—				2,506				1,259				—				3,765
Cash expenditure			—				(2,346	)			(1,490	)			—				(3,836	)
Ending balance at March 31, 2011			—				4,144				2,662				12,500				19,306
Charge in second quarter 2011			—				2,242				504				18,500				21,246
Cash expenditure			—				(2,198	)			(788	)			(12,500	)			(15,486	)
Non-cash expenditures			—				—				(407	)			—				(407	)
Ending balance at June 30, 2011			—				4,188				1,971				18,500				24,659
Charge in third quarter 2011			824				2,520				—				6,500				9,844
Cash expenditure			(265	)			(1,491	)			(445	)			—				(2,201	)
Ending balance at September 30, 2011		$	559			$	5,217			$	1,526			$	25,000			$	32,302

The balance of unpaid charges relating to cost savings initiatives, acquisition and integration activities, other restructuring and legal settlements approximated $32.3 million at September 30, 2011, which were included in other accrued expenses in the Company's consolidated balance sheets. The balance of unpaid charges relating to acquisition and integration activities and other restructuring approximated $6.9 million at December 31, 2010, which were included in other accrued expenses in the Company's consolidated balance sheets. Unpaid charges associated with the government subpoena and investigation were included in Medicare liabilities in the Company's consolidated balance sheets and aggregated $12.5 million at December 31, 2010, which was paid in the second quarter of 2011. See Note 14 for additional information.

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Equity-Based Compensation Plans

9 Months Ended

Sep. 30, 2011

Equity-Based Compensation Plans [Abstract]

Equity-Based Compensation Plans

13. Equity-Based Compensation Plans

The Company provides several equity-based compensation plans under which the Company's officers, employees and non-employee directors may participate, including (i) the 2004 Equity Incentive Plan (amended and restated) ("2004 Plan"), (ii) the Stock & Deferred Compensation Plan for Non-Employee Directors and (iii) the Employee Stock Purchase Plan ("ESPP"). Collectively, these equity-based compensation plans permit the grants of (i) incentive stock options, (ii) non-qualified stock options, (iii) stock appreciation rights, (iv) restricted stock, (v) performance units, (vi) stock units and (vii) cash, as well as allow employees to purchase shares of the Company's common stock under the ESPP at a pre-determined discount.

On May 12, 2011, the shareholders of the Company authorized an additional 2,100,000 shares of the Company's common stock for issuance under the 2004 Plan.

For the third quarter and first nine months of 2011, the Company recorded equity-based compensation expense, as calculated on a straight-line basis over the vesting periods of the related equity instruments, of $1.9 million and $5.9 million, respectively, as compared to $1.4 million and $4.6 million for the corresponding periods of fiscal 2010, which were reflected as selling, general and administrative expense in the consolidated statements of operations. During the first nine months of 2011, the Company recorded non-cash compensation expense of approximately $0.4 million associated with modifications of stock options for a former executive. During the first nine months of fiscal 2010, the Company recorded non-cash compensation expense of approximately $0.6 million associated with the acceleration of compensation expense relating to future vesting of stock options under severance agreements for certain of the Company's former executive officers, which is reflected as selling, general and administrative expense in the consolidated statement of operations and is categorized as other restructuring costs. See Note 8 for additional information.

Stock Options

The weighted-average fair values of the Company's stock options granted during the first nine months of 2011 and fiscal 2010, calculated using the Black-Scholes option pricing model and other assumptions, were as follows:

	Nine Months Ended
	September 30, 2011			October 3, 2010
Weighted average fair value of options granted	$	11.30		$	10.82
Risk-free interest rate		2.15	%		2.66	%
Expected volatility		44	%		43	%
Contractual life		7 years			7 years
Expected life		4.5 -6.5 years			4.5 -6.5 years
Expected dividend yield		0	%		0	%

Stock option grants in 2011 vest over a three-year period based on a vesting schedule that provides for one-third vesting after each year. Stock option grants in 2010 fully vest over a four-year period based on a vesting schedule that provides for one-half vesting after year two and an additional one-fourth vesting after each of years three and four. The Company's expected volatility assumptions are based on the historical volatility of the Company's stock price over a period corresponding to the expected term of the stock option. Forfeitures are estimated utilizing the Company's historical forfeiture experience. The expected life of the Company's stock options is based on the Company's historical experience of the exercise patterns associated with its stock options.

A summary of Gentiva stock option activity as of September 30, 2011 and changes during the nine months then ended is presented below:

	Number of Options			Weighted- Average Exercise Price		Weighted- Average Remaining Contractual Life (Years)		Aggregate Intrinsic Value
Balance as of December 31, 2010		2,981,354		$	19.94
Granted		185,100			26.60
Exercised		(202,384	)		18.25
Cancelled		(72,588	)		19.39
Balance as of September 30, 2011		2,891,482		$	20.50		5.4	$	—
Exercisable options		2,011,307		$	18.39		4.9	$	—

The total intrinsic value of options exercised during the nine months ended September 30, 2011 and October 3, 2010 was $1.9 million and $3.9 million, respectively. The Company's outstanding stock options hold no intrinsic value as of September 30, 2011. As of September 30, 2011, the Company had $2.5 million of unrecognized compensation expense related to nonvested stock options. This compensation expense is expected to be recognized over a weighted-average period of 1.3 years. The total estimated fair value of options that vested during the first nine months of 2011 was $4.6 million.

Performance Share Units

The Company may grant performance share units under its 2004 Plan. Performance share units result in the issuance of common stock at the end of the three-year performance period and may range between zero and 150 percent of the performance share units granted at target in 2010 and between zero and 200 percent of the performance share units granted at target in 2011, based on the achievement of defined thresholds of the performance criteria.

A summary of Gentiva performance share unit activity as of September 30, 2011 is presented below:

	Number of Performance Share Units			Weighted- Average Exercise Price
Balance as of December 31, 2010		36,200		$	25.61
Granted		98,600			26.60
Exercised		—			—
Earned		(11,770	)		25.61
Cancelled		(2,900	)		26.36
Balance as of September 30, 2011		120,130		$	26.40

These performance share units carry performance criteria measured on annual diluted earnings per share targets and fully vest at the end of a three-year period provided the performance criteria are met. Forfeitures are estimated utilizing the Company's historical forfeiture experience.

As of September 30, 2011, the Company had $1.7 million of total unrecognized compensation cost related to performance share units. This compensation expense is expected to be recognized over a weighted-average period of 2.1 years.

Restricted Stock

A summary of Gentiva restricted stock activity as of September 30, 2011 is presented below:

	Number of Restricted Shares			Weighted- Average Exercise Price		Aggregate Intrinsic Value
Balance as of December 31, 2010		281,350		$	24.92
Granted		114,500			26.61
Exercised		—			—
Cancelled		(4,100	)		26.17
Balance as of September 30, 2011		391,750		$	25.33	$	2,162,460

The restricted stock fully vests at the end of a three-year or five-year period, depending on the individual grants. Forfeitures are estimated utilizing the Company's historical forfeiture experience.

As of September 30, 2011, the aggregate intrinsic value of the restricted stock awards was $2.2 million and the Company had $6.2 million of total unrecognized compensation cost related to restricted stock. This compensation expense is expected to be recognized over a weighted-average period of 3.3 years.

Directors Deferred Share Units

Under the Company's Stock & Deferred Compensation Plan for Non-Employee Directors, each non-employee director receives an annual deferred stock unit award credited quarterly and paid in shares of the Company's common stock following termination of the director's service on the Board of Directors. During the first nine months of 2011, the Company granted 49,390 stock units under the Stock & Deferred Compensation Plan for Non-Employee Directors at a grant date weighted-average fair value of $13.22 per share unit. As of September 30, 2011, 157,474 share units were outstanding under the plan.

Employee Stock Purchase Plan

The Company provides an ESPP under which the offering period is three months and the purchase price of shares is equal to 85 percent of the fair market value of the Company's common stock on the last day of the three-month offering period. All employees of the Company are eligible to purchase stock under the ESPP regardless of their actual or scheduled hours of service. During the first nine months of 2011, the Company issued 283,601 shares of common stock under its ESPP. Under the Company's ESPP, compensation expense is equal to the 15 percent discount from the fair market value of the Company's common stock on the date of purchase.

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Identifiable Intangible Assets And Goodwill

9 Months Ended

Sep. 30, 2011

Identifiable Intangible Assets And Goodwill [Abstract]

Identifiable Intangible Assets And Goodwill

9. Identifiable Intangible Assets and Goodwill

During the third quarter of 2011, the Company determined a triggering event had occurred and performed an interim impairment test of its identifiable intangible assets and goodwill. The triggering event was the change in business climate, including uncertainties around Medicare reimbursement as the federal government works to reduce the federal deficit. The impairment assessment was completed as of August 31, 2011. The interim test concluded that the fair value of certain identifiable intangible assets, as well as goodwill, was less than their carrying value as of that date. The Company utilized a discounted cash flow approach to determine fair values. The Company then determined the implied fair value of goodwill by determining the fair value of all assets and liabilities. As a result of this process, the Company recorded a non-cash charge of approximately $602.1 million to reduce the carrying value of certain identifiable intangible assets, as well as goodwill, to their estimated fair values. The impairment loss is included within goodwill, intangibles and other long-lived assets impairment in the Company's consolidated statements of operations.

The gross carrying amount and accumulated amortization of each category of identifiable intangible assets as of September 30, 2011 and December 31, 2010 were as follows (in thousands):

	September 30, 2011									December 31, 2010
	Home									Home									Useful
	Health			Hospice			Total			Health			Hospice			Total			Life
Amortized intangible assets:
Covenants not to compete	$	1,473		$	15,675		$	17,148		$	1,473		$	15,675		$	17,148			2-5 Years
Less: accumulated amortization		(1,294	)		(7,531	)		(8,825	)		(1,253	)		(2,671	)		(3,924	)
Net covenants not to compete		179			8,144			8,323			220			13,004			13,224
Customer relationships		27,196			910			28,106			27,196			910			28,106			5-10 Years
Less: accumulated amortization		(13,619	)		(276	)		(13,895	)		(11,456	)		(208	)		(11,664	)
impairment		(27	)		—			(27	)		—			—			—
Net customer relationships		13,550			634			14,184			15,740			702			16,442
Tradenames		18,215			16,730			34,945			18,215			16,730			34,945			5-10 Years
Less: accumulated amortization		(10,099	)		(1,925	)		(12,024	)		(8,702	)		(663	)		(9,365	)
impairment		(411	)		—			(411	)		—			—			—
Net tradenames		7,705			14,805			22,510			9,513			16,067			25,580
Subtotal		21,434			23,583			45,017			25,473			29,773			55,246
Indefinite-lived intangible assets:
Medicare licenses and certificates of need		220,285			98,526			318,811			220,285			98,526			318,811			Indefinite
Less: impairment		(144,672	)		—			(144,672	)		—			—			—
Net medicare licenses and certificates of need		75,613			98,526			174,139			220,285			98,526			318,811
Total identifiable intangible assets	$	97,047		$	122,109		$	219,156		$	245,758		$	128,299		$	374,057

The Company recorded amortization expense of approximately $3.3 million and $9.8 million for the third quarter and first nine months of 2011, respectively, and $2.3 million and $4.8 million for the corresponding periods of 2010. The estimated amortization expense for the remainder of 2011 is $3.2 million and for each of the next five succeeding years approximates $11.4 million for 2012, $7.6 million for 2013, $5.8 million for 2014, $5.6 million for 2015, and $3.4 million for 2016.

The gross carrying amount of goodwill as of December 31, 2010 and September 30, 2011 and activity during the first nine months of 2011 were as follows (in thousands):

	Home Health			Hospice			Total
Balance at December 31, 2010	$	264,679		$	820,387		$	1,085,066
Goodwill adjustment		2,379			11,261			13,640
Less: impairment		(263,370	)		(193,667	)		(457,037	)
Balance at September 30, 2011	$	3,688		$	637,981		$	641,669

During the third quarter of 2011, the Company reclassified deferred tax assets by $13.6 million associated with the classification of deductible intangible assets and goodwill related to a 2006 acquisition. The impact of this reclassification was an increase in goodwill in the home health and hospice divisions of $2.4 million and $11.2 million, respectively, and a decrease in non-current deferred tax assets of $13.6 million.

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Note Receivable From And Investment In CareCentrix

9 Months Ended

Sep. 30, 2011

Note Receivable From And Investment In CareCentrix [Abstract]

Note Receivable From And Investment In CareCentrix

7. Note Receivable from and Investment in CareCentrix

The Company holds a $25 million subordinated promissory note from CareCentrix, Inc. In connection with the sale of the Company's remaining ownership interest in CareCentrix Holdings, the maturity date of the note was extended to the earlier of March 19, 2017, which is five and one-half years from the closing of the transaction, or a sale of CareCentrix Holdings. The note bears interest at a fixed rate of 10 percent, which is payable quarterly, provided that CareCentrix remains in compliance with its senior debt covenants. Interest on the CareCentrix promissory note, which is included in interest income in the Company's consolidated statements of operations, amounted to $0.7 million and $0.6 million for the third quarter of 2011 and 2010, respectively, and $2.0 million and $1.9 million for the first nine months of 2011 and 2010, respectively.

The Company recognized approximately $0.4 million and $1.3 million of equity in the net earnings of CareCentrix for the third quarter and first nine months of 2011, respectively, and $0.5 million and $1.3 million for the corresponding periods of 2010. At December 31, 2010, the Company held an approximate 30 percent ownership interest in the combined preferred and common equity of CareCentrix Holdings Inc.

Effective September 19, 2011, the Company sold its remaining investment in CareCentrix Holdings. The Company recorded accumulated and unpaid dividends on the preferred shares of approximately $4.0 million and $8.6 million for the third quarter and first nine months of 2011, respectively, which were reflected in dividend income in the Company's consolidated statements of operations. The Company also recorded a net gain of approximately $68.3 million, including an escrow of approximately $10.6 million, which is reflected in equity in net earnings of CareCentrix, including gain on sale in the Company's consolidated statements of operations.

During the first nine months of 2010, the Company recorded a receivable from CareCentrix of $1.8 million in connection with the tax impact of settlement charges relating to the settlement of a commercial contractual dispute involving CareCentrix. In connection with the sale of the Company's investment in CareCentrix Holdings, the Company received the $1.8 million. See Note 8 for additional information.

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Consolidated Statements Of Cash Flows (Parenthetical)	9 Months Ended
	Sep. 30, 2011
Consolidated Statements Of Cash Flows [Abstract]
Shares of common stock received in connection with acquisition of business	14,334

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Accounting Policies

9 Months Ended

Sep. 30, 2011

Accounting Policies [Abstract]

Accounting Policies

3. Accounting Policies

Cash and Cash Equivalents

The Company considers all investments with a maturity date of three months or less from their date of acquisition to be cash equivalents, including money market funds invested in U.S. Treasury securities, short-term treasury bills and commercial paper. Cash and cash equivalents also included amounts on deposit with several major financial institutions in excess of the maximum amount insured by the Federal Deposit Insurance Corporation. Management believes that these major financial institutions are viable entities.

The Company had operating funds of approximately $5.5 million and $6.6 million at September 30, 2011 and December 31, 2010, respectively, which exclusively relate to a non-profit hospice operation managed in Florida.

Investments

On September 19, 2011, the Company sold its remaining investment in CareCentrix Holdings Inc. The Company recorded accumulated and unpaid dividends on the preferred shares of approximately $4.0 million and $8.6 million for the third quarter and first nine months of 2011, respectively, which were reflected in dividend income in the Company's consolidated statements of operations. The Company also recorded a net gain of approximately $68.3 million, which is reflected in equity in net earnings of CareCentrix, including gain on sale in the Company's consolidated statements of operations. At December 31, 2010, the Company held an ownership interest of approximately 30 percent in the combined preferred and common equity of CareCentrix Holdings Inc.

Prior to the disposition of CareCentrix Holdings Inc. on September 19, 2011, the Company accounted for its investment in CareCentrix Holdings Inc. using the equity method of accounting, since the Company had the ability to exercise significant influence, but not control, over the affiliate. Significant influence was deemed to exist through the Company's representation on CareCentrix's Board of Directors and as a result of the Company holding a $25 million subordinated promissory note from CareCentrix, Inc. See Note 7 for additional information. The Company's equity ownership interest in CareCentrix Holdings Inc. was recorded in investment in CareCentrix as of December 31, 2010 in the accompanying consolidated balance sheets.

At September 30, 2011 and December 31, 2010, the Company had assets of $25.0 million and $26.0 million, respectively, held in a Rabbi Trust for the benefit of participants of the Company's non-qualified defined contribution retirement plan. The corresponding amounts payable to the plan participants are equivalent to the underlying value of the assets held in the Rabbi Trust. Assets held in the Rabbi Trust and amounts payable to plan participants are classified in other assets and other liabilities, respectively, in the Company's consolidated balance sheets.

Debt Issuance Costs

The Company amortizes deferred debt issuance costs over the term of its senior secured credit agreement utilizing an effective interest rate methodology. The Company had unamortized debt issuance costs of $55.1 million at September 30, 2011 and $54.3 million at December 31 2010, recorded in other assets in the Company's consolidated balance sheets. During the first quarter of 2011, the Company (i) incurred incremental debt issuance costs of approximately $10.9 million and (ii) recorded a write-off of deferred debt issuance costs of approximately $3.5 million in connection with the refinancing of the Company's Term Loan A and Term Loan B under the Company's senior secured credit agreement. See Note 11 for additional information.

Fixed Assets

Fixed assets, including costs of Company developed software, are stated at cost and depreciated over the estimated useful lives of the assets using the straight-line method. Leasehold improvements are amortized over the shorter of the life of the lease or the life of the improvement. Repairs and maintenance costs are expensed as incurred. As of September 30, 2011 and December 31, 2010, fixed assets, net were $46.2 million and $85.7 million, respectively. In connection with the Odyssey acquisition, the Company conducted a strategic evaluation of its various field operating systems to review alternatives towards achieving a comprehensive platform, capable of handling both its Home Health and Hospice business segments. During the third quarter of 2011, the Company continued to progress with its review of alternatives to replacing various field operating systems and, in connection with that review, recorded a non-cash impairment charge of approximately $40.3 million related to developed software. In addition, the Company conducted a review of real estate it owned in Dothan, Alabama which indicated that the estimated fair value of the real estate was lower than the carrying value, and recorded a non-cash impairment charge of approximately $0.9 million. These charges are recorded in goodwill, intangible assets and other long-lived asset impairment in the Company's consolidated financial statements for the third quarter and first nine months of 2011.

Goodwill and Other Indefinite-Lived Intangible Assets

The Company is required to test goodwill and other indefinite-lived intangible assets for impairment on an annual basis and between annual tests if current events or circumstances require an interim impairment assessment. The Company allocates goodwill to its various operating units. The Company compares the fair value of each operating unit to its carrying amount to determine if there is potential goodwill impairment. If the fair value of an operating unit is less than its carrying value, an impairment loss is recorded to the extent that the fair value of the goodwill within the operating unit is less than the carrying value of its goodwill.

The Company is required to compare the fair values of other indefinite-lived intangible assets to their carrying amounts. If the carrying amount of an indefinite-lived intangible asset exceeds its fair value, an impairment loss is recognized. Fair values of other indefinite-lived intangible assets are determined based on discounted cash flows or appraised values, as appropriate.

The Company performed the annual impairment test of goodwill and other indefinite-lived intangible assets for its operating units and the results indicated that there was no impairment for the year ended December 31, 2010. During the third quarter of 2011, the Company determined an interim impairment test was required due to changes in the Company's business climate, including uncertainties around Medicare reimbursement as the federal government works to reduce the federal deficit, that would more likely than not reduce the fair value below its carrying amount. The results of the impairment test indicated impairment of both goodwill and intangible assets. See Note 9 for additional information.

Obligations Under Self Insurance Programs

As of September 30, 2011 and December 31, 2010, the Company's obligations under insurance programs were $54.6 million and $61.9 million, respectively. The decrease is primarily attributable to the settlement of certain outstanding insurance obligations for less than recorded reserves and timing of payments.

Workers' compensation and professional and general liability expenses were $5.1 million and $11.2 million for the third quarter and first nine months of 2011, respectively, as compared to $3.9 million and $12.5 million for the corresponding periods of 2010.

Employee health and welfare expenses were $24.3 million and $68.5 million for the third quarter and first nine months of 2011, respectively, as compared to $17.1 million and $41.7 million for the corresponding periods of 2010, primarily resulting from an increased number of benefit eligible employees associated with the Odyssey acquisition.

Nursing Home Costs

For patients receiving nursing home care under a state Medicaid program who elect hospice care under Medicare or Medicaid, the Company contracts with nursing homes for the nursing homes to provide patients' room and board services. The state must pay the Company, in addition to the applicable Medicare or Medicaid hospice daily or hourly rate, an amount equal to at least 95 percent of the Medicaid daily nursing home rate for room and board furnished to the patient by the nursing home. Under the Company's standard nursing home contracts, the Company pays the nursing home for these room and board services at the Medicaid daily nursing home rate. Nursing home costs are offset by nursing home net revenue, and the net amount is included in cost of services sold in the Company's consolidated statements of operations.

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Acquisitions And Dispositions

9 Months Ended

Sep. 30, 2011

Acquisitions And Dispositions [Abstract]

Acquisitions And Dispositions

4. Acquisitions and Dispositions

Acquisitions

Odyssey Healthcare of Augusta, LLC

Effective April 29, 2011, the Company purchased the outstanding member units representing the noncontrolling interest in Odyssey Healthcare of Augusta, LLC ("Augusta") for approximately $0.3 million. As a result of the transaction, the Company owns 100 percent of the outstanding member units of Augusta.

Odyssey HealthCare, Inc.

Effective August 17, 2010, the Company completed the acquisition of 100 percent of the equity interest of Odyssey HealthCare, Inc., a leading provider of hospice care, operating approximately 100 Medicare-certified providers in 30 states. The Company completed the acquisition of Odyssey to expand the geographic coverage of its hospice services and to further diversify the Company's business mix. Total consideration for the acquisition was $1.087 billion, consisting of payments of approximately (i) $963.9 million for Odyssey's equity interest, (ii) $108.8 million to repay Odyssey's existing long-term debt and accrued interest and (iii) $14.3 million of transaction costs incurred by Odyssey.

The financial results of Odyssey are included in the Company's consolidated financial statements from the acquisition date. The following unaudited pro forma financial information presents the combined results of operations of the Company and Odyssey as if the acquisition had been effective at January 4, 2010, the beginning of the first quarter of 2010. The pro forma results presented below for the three months and nine months ended October 3, 2010 combine the results of the Company for such periods and the historical results of Odyssey from January 1, 2010 through September 30, 2010 (in thousands, except per share amounts):

	For the Three Months Ended		For the Nine Months Ended
	October 3, 2010		October 3, 2010
Net revenues	$	470,743	$	1,396,427
Net income		14,206		47,050
Earnings per common share:
Basic	$	0.48	$	1.58
Diluted	$	0.47	$	1.54
Weighted average shares outstanding:
Basic		29,808		29,747
Diluted		30,438		30,547

The pro forma results above reflect adjustments for (i) interest on debt incurred calculated using the Company's weighted average interest rate of 7.9 percent, (ii) income tax provision using an effective tax rate of 39.9 percent, (iii) amortization of incremental identifiable intangible assets and (iv) acquisition and integration costs incurred. The information presented above is for illustrative purposes only and is not necessarily indicative of results that would have been achieved if the acquisition had occurred as of the beginning of the Company's 2010 reporting period.

Other Acquisitions

Effective May 15, 2010, the Company completed its acquisition of the assets and business of United Health Care Group, Inc. with six branches throughout the state of Louisiana. Total consideration of $6.0 million, excluding transaction costs and subject to post-closing adjustments, was paid at the time of closing from the Company's existing cash reserves. The acquisition significantly broadened the Company's market position in the state of Louisiana. The purchase price was allocated to goodwill ($2.3 million), identifiable intangible assets, primarily certificates of need ($3.6 million) and other assets ($0.1 million).

Effective March 5, 2010, the Company completed its acquisition of the assets and business of Heart to Heart Hospice of Starkville, LLC, a provider of hospice services with two offices in Starkville and Tupelo, Mississippi. Total consideration of $2.5 million, excluding transaction costs and subject to post-closing adjustments, was paid at the time of closing from the Company's existing cash reserves. The acquisition expanded the Company's coverage area to 44 counties in north, central and southern Mississippi. The purchase price was allocated to goodwill ($2.2 million), identifiable intangible assets ($0.2 million) and other assets ($0.1 million).

The financial results of the acquired operations are included in the Company's consolidated financial statements from the acquisition date. The purchase price for both acquisitions was allocated to the underlying assets acquired and liabilities assumed based on their estimated fair values at the date of the acquisition. The excess of the purchase price over the fair value of the net identifiable tangible and intangible assets acquired is recorded as goodwill. The Company has determined the estimated fair values based on discounted cash flows and management's valuation of the intangible assets acquired.

Dispositions

Rehab Without Walls^® Disposition

Effective September 10, 2011, the Company completed the sale of its Rehab Without Walls^® business to Southern Home Care Services, Inc., pursuant to an asset purchase agreement, for total consideration of approximately $9.8 million, consisting of (i) cash proceeds of approximately $9.2 million and (ii) an escrow fund of approximately $0.6 million, to be received by the Company in two increments. Approximately $0.1 million was received on October 28, 2011 in connection with the transaction closing associated with the Utah branches and the remainder will be held for twelve months to satisfy certain post closing obligations. During the third quarter and first nine months of 2011, the Company recorded a $9.1 million pre-tax gain, net of transaction costs, in discontinued operations, net of tax, in the Company's consolidated statements of operations. Transaction costs of $0.4 million consisted primarily of professional fees and expenses. The Rehab Without Walls^® business was included within the Company's Home Health segment.

Homemaker Services Agency Business

During the third quarter of 2011, the Company committed to a plan to exit its homemaker services agency business in Joliet and Oak Park, Illinois and met the requirements to designate this business as held for sale in accordance with applicable accounting guidance. The Company entered into an asset purchase agreement with Premier Home Health Care Services, Inc., for total consideration of approximately $2.4 million, including a deposit of $1.0 million, which was placed in escrow during the third quarter in anticipation of the closing of the transaction. The transaction closed on October 14, 2011. During the three and nine months ended September 30, 2011, the Company recorded $0.3 and $0.8 million, respectively, of net income in discontinued operations in connection with this business. The homemaker services agency business was reported within the Company's Home Health segment.

The major classes of assets of the Rehab Without Walls^® business that were sold on September 10, 2011 and the homemaker services agency business classified as held for sale at September 30, 2011 were as follows (dollars in thousands):

	Rehab Without  Walls® As of Date of Sale			IDOA As of September  30, 2011			December 31, 2010
Non-current assets:
Fixed assets, net		$	167		$	16		$	143
Other assets			105			4			94
Total non-current assets			272			20			237
Total		$	272		$	20		$	237

The Company retained accounts receivable, net associated with Rehab Without Walls^® of approximately $2.8 million as of the date of sale and $3.5 million at December 31, 2010. The Company retained accounts receivable, net associated with the homemaker services agency business of approximately $2.6 million at September 30, 2011 and $4.9 million at December 31, 2010. There were no liabilities classified as held for sale as the Company did not transfer any pre-closing liabilities in connection with the transactions.

Net revenues and operating results for the periods presented for Rehab Without Walls^® and the homemaker services agency business were as follows (dollars in thousands):

	Third Quarter						First Nine Months
	2011			2010			2011			2010
Net revenues	$	6,699		$	8,152		$	22,636		$	24,421
Income before income taxes	$	840		$	1,081		$	2,968		$	3,069
Gain on sale of business		9,088			—			9,088			—
Income tax expense		(3,945	)		(397	)		(4,790	)		(1,219	)
Discontinued operations, net of tax	$	5,983		$	684		$	7,266		$	1,850

HME and IV Businesses Disposition

Effective February 1, 2010, the Company completed the sale of its HME and IV businesses to a subsidiary of Lincare Holdings, Inc., pursuant to an asset purchase agreement, for total consideration of approximately $16.4 million, consisting of (i) cash proceeds of approximately $8.5 million, (ii) approximately $2.5 million associated with operating and capital lease buyout obligations, (iii) an escrow fund of $5.0 million, which was recorded at estimated fair value of $3.2 million, to be received by the Company based on achieving a cumulative cash collections target for claims for services provided for a period of one year from the date of closing and (iv) an escrow fund of approximately $0.4 million for reimbursement of certain post closing liabilities. During the first nine months of 2010, the Company recorded a $0.1 million pre-tax gain, net of transaction costs in discontinued operations, net of tax, in the Company's consolidated statements of operations. Transaction costs of $0.7 million consisted primarily of professional fees and expenses. During the fourth quarter of 2010, the Company received $1.0 million in settlement of the escrow fund associated with cash collections and recorded a $2.2 million charge in discontinued operations, net of tax. During the first nine months of 2011, the Company received $0.1 million of the escrow fund for settlement of post closing liabilities and recorded a charge of $0.3 million, in discontinued operations, net in the Company's consolidated statements of operations.

HME and IV net revenues and operating results for the periods presented were as follows (in thousands):

	Third Quarter			First Nine Months
	2010			2011			2010
Net revenues	$	—		$	—		$	3,956
Loss before income taxes	$	(1,175	)	$	(282	)	$	(6,607	)
Gain on sale of business		—			—			66
Income tax benefit		515			112			3,596
Discontinued operations, net of tax	$	(660	)	$	(170	)	$	(2,945	)

Other Asset Disposition

Effective January 30, 2010, the Company sold assets associated with a home health branch operation in Iowa for cash consideration of approximately $0.3 million and recognized a gain of approximately $0.1 million recorded in gain on sale of assets, net in the Company's consolidated statement of operations for the nine months ended October 3, 2010.

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Equity

9 Months Ended

Sep. 30, 2011

Equity [Abstract]

Equity

12. Equity

Changes in equity for the nine months ended September 30, 2011 and October 3, 2010 were as follows (in thousands, except share amounts):

	Gentiva Shareholders
					Additional
	Common Stock				Paid-in		Retained		Treasury			Noncontrolling
	Shares		Amount		Capital		Earnings		Stock			Interests		Total
Balance at January 3, 2010		29,936,893	$	2,994	$	355,429	$	220,239	$	(7,499	)	$	—	$	571,163
Comprehensive income:
Net income		—		—		—		36,336		—			133		36,469
Income tax benefits associated with the exercise of non-qualified stock options		—		—		971		—		—			—		971
Equity-based compensation expense		—		—		4,527		—		—			—		4,527
Other non-cash compensation expense		—		—		577		—		—			—		577
Issuance of stock upon exercise of stock options and under stock plans for employees and directors		519,247		52		7,017		—		—			—		7,069
Acquisition of capital contribution to noncontrolling interests		—		—		—		—		—			2,410		2,410
Stock repurchase (175,000 shares)		—		—		—		—		(4,985	)		—		(4,985	)
Balance at October 3, 2010		30,456,140	$	3,046	$	368,521	$	256,575	$	(12,484	)	$	2,543	$	618,201

	Gentiva Shareholders
	Common Stock				Additional Paid-in Capital			Retained Earnings (Deficit)			Accumulated Other Comprehensive Income (Loss)			Treasury Stock			Noncontrolling Interests			Total
	Shares		Amount
Balance at December 31, 2010		30,799,091	$	3,080	$	372,106		$	272,394		$	478		$	(12,484	)	$	2,658		$	638,232
Comprehensive (loss) income:
Net (loss) income		—		—		—			(455,110	)		—			—			452			(454,658	)
Unrealized loss on interest rate swap		—		—		—			—			(768	)		—			—			(768	)
Realized loss on interest rate swap		—		—		—			—			290			—			—			290
Total comprehensive income		—		—		—			(455,110	)		(478	)		—			452			(455,136	)
Income tax benefits associated with the exercise of non-qualified stock options		—		—		259			—			—			—			—			259
Equity-based compensation expense		—		11		6,259			—			—			—			—			6,270
Issuance of stock upon exercise of stock options and under stock plans for employees and directors		464,680		36		6,969			—			—			—			—			7,005
Purchase of non-controlling interest		—		—		(352	)		—			—			—			32			(320	)
Distribution to partnership interests		—		—		—			—			—			—			(608	)		(608	)
Treasury shares:
Common stock received from Healthfield escrow (14,334 shares)		—		—		—			—			—			(394	)		—			(394	)
Balance at September 30, 2011		31,263,771	$	3,127	$	385,241		$	(182,716	)	$	—		$	(12,878	)	$	2,534		$	195,308

Comprehensive loss amounted to $473.6 million and $455.1 million for the third quarter and first nine months of 2011, respectively, as compared to comprehensive income of $8.1 million and $36.5 million for the third quarter and first nine months of fiscal 2010, respectively. During the first nine months of 2011, the Company purchased the noncontrolling interest in one of the Company's hospice programs for $0.3 million.

The Company has an authorized stock repurchase program under which the Company can repurchase and retire up to 1,500,000 shares of its outstanding common stock. The repurchases can occur periodically in the open market or through privately negotiated transactions based on market conditions and other factors. During the nine months ended September 30, 2011, the Company did not repurchase shares of its outstanding common stock. As of September 30, 2011, the Company had remaining authorization to repurchase an aggregate of 180,568 shares of its outstanding common stock. The Company's Credit Agreement and the indenture governing the Senior Notes provide for repurchases of the Company's common stock not to exceed $5.0 million per year, and not to exceed $10.0 million per year if the consolidated leverage ratio is less than or equal to 3.5:1 immediately after giving effect on a pro forma basis to the repurchase.

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Fair Value Of Financial Instruments

9 Months Ended

Sep. 30, 2011

Fair Value Of Financial Instruments [Abstract]

Fair Value Of Financial Instruments

5. Fair Value of Financial Instruments

The Company's financial instruments are measured and recorded at fair value on a recurring basis, except for the note receivable from CareCentrix and long-term debt. The fair values for the note receivable from CareCentrix, long-term debt and non-financial assets, such as fixed assets, intangible assets and goodwill, are measured periodically and adjustments recorded only if an impairment charge is required. The carrying amount of the Company's accounts receivable, accounts payable and certain other current liabilities approximates fair value due to their short maturities.

Fair value is defined under authoritative guidance as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. The fair value hierarchy is based on three levels of inputs, of which the first two are considered observable and the last unobservable, that may be used to measure fair value. The three levels of inputs are as follows:

 • Level 1—Quoted prices in active markets for identical assets or liabilities.

 • Level 2—Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

 • Level 3—Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

Financial Instruments Recorded at Fair Value

The Company's fair value hierarchy for its financial assets measured at fair value on a recurring basis was as follows (in thousands):

	September 30, 2011								December 31, 2010
	Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3		Total
Assets:
Money market funds	$	36,993	$	—	$	—	$	36,993	$	49,478	$	—	$	—	$	49,478
Rabbi Trust:
Mutual funds		19,256		—		—		19,256		25,422		—		—		25,422
Money market funds		5,771		—		—		5,771		610		—		—		610
Total assets	$	62,020	$	—	$	—	$	62,020	$	75,510	$	—	$	—	$	75,510
Liabilities:
Payables to plan participants	$	25,027	$	—	$	—	$	25,027	$	26,032	$	—	$	—	$	26,032

Assets held in the Rabbi Trust are held for the benefit of participants of the Company's non-qualified defined contribution retirement plan. The value of assets held in the Rabbi Trust is based on quoted market prices of securities and investments, including money market accounts and mutual funds, maintained within the Rabbi Trust. The corresponding amounts payable to plan participants are equivalent to the underlying value of assets held in the Rabbi Trust. Assets held in the Rabbi Trust and amounts payable to plan participants are classified in other assets and other liabilities, respectively, in the Company's consolidated balance sheets. Money market funds held in the Company's account represent cash equivalents and were classified in cash and cash equivalents in the Company's consolidated balance sheets at September 30, 2011 and December 31, 2010.

Other Financial Instruments

The carrying amount and estimated fair value of the Company's other financial instruments were as follows (in thousands):

	September 30, 2011				December 31, 2010
	Carrying Amount		Estimated Fair Value		Carrying Amount		Estimated Fair Value
Assets:
Note receivable from CareCentrix	$	25,000	$	26,200	$	25,000	$	27,300
Liabilities:
Long-term debt, including current portion	$	1,008,125	$	839,206	$	1,051,563	$	1,093,588

The estimated fair value of the note receivable from CareCentrix was determined from Level 3 inputs based on an income approach using the discounted cash flow method. The fair value represents the net present value of (i) the after tax cash flows relating to the note's annual income stream plus (ii) the return of the invested principal using a maturity date of March 19, 2017, after considering assumptions relating to risk factors and economic conditions. See Note 7 for additional information.

In determining the estimated fair value of long-term debt, Level 2 inputs based on the use of bid and ask prices were considered. Due to the infrequent number of transactions that occur related to the long-term debt, the Company does not believe an active market exists for purposes of this disclosure.

Cash Flow Hedge

The Company utilizes derivative financial instruments to manage interest rate risk. Derivatives are held only for the purpose of hedging such risk, not for speculative purposes. The Company's derivative instruments consisted of (i) a one year interest cap with a notional value of $220.0 million and, until March 9, 2011, (ii) two year forward starting interest rate swaps with notional value of $300.0 million, each agreement designated as a cash flow hedge of the variability of cash flows associated with a portion of the Company's variable rate term loans. During the first quarter of 2011, the Company terminated the two year forward starting interest rate swaps in connection with the refinancing of the Company's Term Loan A and Term Loan B facilities under its senior secured credit agreement. The Company paid approximately $0.3 million to terminate the interest rate swaps, which is reflected in interest expense and other in the Company's consolidated statement of income for the nine months ended September 30, 2011. See Note 11 for additional information.

While the Company utilizes the derivatives to help manage its risk, the derivatives are subject to the risk that the counterparties are unable to perform under the terms of the swap agreement. The Company executed the derivatives with various counterparties that are well known major financial institutions. The Company has monitored the creditworthiness of its counterparties and based on this analysis considers nonperformance by its counterparties to be unlikely.

In accordance with applicable guidance, the derivative instruments are recorded at fair value on the Company's consolidated balance sheet. Changes in the fair value of the derivatives are reported in Gentiva shareholders' equity in accumulated other comprehensive income until earnings are affected by the hedged item. The effectiveness of the Company's derivatives was assessed at inception and is assessed on an ongoing basis, with any ineffective portion of the designated hedge reported currently in earnings. As of December 31, 2010, the Company had unrealized gains on the derivatives of $0.5 million recorded in accumulated other comprehensive income.

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Income Taxes

9 Months Ended

Sep. 30, 2011

Income Taxes [Abstract]

Income Taxes

15. Income Taxes

The Company's provision for income taxes consists of current and deferred federal and state income tax expense. On continuing operations, the Company recorded an income tax benefit of $87.5 million for the third quarter of 2011 and an income tax benefit of $77.0 million for the nine months ended September 30, 2011. The difference between the federal statutory income tax rate of 35.0 percent and the Company's effective rate of 12.7 percent for the first nine months of 2011 is primarily due to state income taxes, net of federal benefit (approximately 4.7 percent), offset by the impact of impairment of goodwill, intangibles and other long-lived assets (approximately 26.2 percent) and other items (approximately 0.8 percent). In addition, the Company recorded reserves relating to uncertain tax positions associated with the deductibility of a portion of the Company's payment to the Office of the Inspector General, as well as for uncertain tax positions on other legal settlement reserves. Excluding the tax impact of the impairment charges and reserves for uncertain tax positions, the Company's effective tax rate relating to its continuing operations for both the third quarter and first nine months of 2011 would have been 39.6 percent.

The Company recorded a federal and state income tax provision of $4.6 million for the third quarter of fiscal 2010 and $25.5 million for the first nine months of 2010. The difference between the federal statutory income tax rate of 35 percent and the Company's effective rate of 41.3 percent for the first nine months of 2010 is primarily due to state taxes, net of federal benefit (approximately 5.0 percent) and an increase in a capital loss and related valuation allowance relating to the CareCentrix legal settlement (approximately 2.5 percent) offset somewhat by items relating to Odyssey, including positive changes in Odyssey tax reserves subsequent to the acquisition date net of certain non-deductible transaction costs (approximately 0.6 percent) and various other items (approximately 0.6 percent).

The Company continues to participate in the IRS' Compliance Assurance Program ("CAP") which began with the 2010 tax year. As a result of the Company's participation in CAP, management anticipates closing the 2010 and 2011 federal tax years by the end of 2011 and 2012, respectively. The Company remains under examination for income and non-income tax filings in various state and local jurisdictions from 2006 through current filings.

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Consolidated Statements Of Cash Flows (USD $) In Thousands	9 Months Ended
	Sep. 30, 2011	Oct. 03, 2010
OPERATING ACTIVITIES:
Net (loss) income	$ (454,658)	$ 36,469
Adjustments to reconcile net (loss) income to net cash provided by operating activities:
Depreciation and amortization	22,534	14,774
Amortization and write-off of debt issuance costs	12,857	2,054
Provision for doubtful accounts	5,744	7,458
Equity-based compensation expense	5,863	4,624
Windfall tax benefits associated with equity-based compensation	(194)	(714)
Goodwill, intangible assets and other long-lived asset impairment	643,305
Gain on sale of assets and businesses	(9,088)	(169)
Equity in net earnings of CareCentrix, including gain on sale, net of tax	(69,582)	(1,281)
Deferred income tax (benefit) expense	(95,672)	(5,456)
Changes in assets and liabilities, net of effects from acquisitions and dispositions:
Accounts receivable	(6,431)	22,132
Prepaid expenses and other current assets	11,055	(12,662)
Accounts payable	(1,876)	4,664
Payroll and related taxes	(16,328)	(14,458)
Deferred revenue	3,231	4,737
Medicare liabilities	(11,726)	9,329
Obligations under insurance programs	(7,347)	2,359
Accrued nursing home costs	(2,489)	12,186
Other accrued expenses	(14,518)	(70)
Other, net	(333)	5,673
Net cash provided by operating activities	14,347	91,649
INVESTING ACTIVITIES:
Purchase of fixed assets	(14,571)	(9,309)
Proceeds from sale of assets and businesses	142,333	8,796
Acquisition of businesses, net of cash acquired	(320)	(834,919)
Net cash provided by (used in) investing activities	127,442	(835,432)
FINANCING ACTIVITIES:
Proceeds from issuance of common stock	7,005	6,968
Windfall tax benefits associated with equity-based compensation	194	714
Proceeds from issuance of debt		1,075,000
Borrowings under revolving credit facility		30,000
Repayment of borrowings under revolving credit facility		(30,000)
Repayment of long-term debt	(43,438)	(237,000)
Repayment of Odyssey long-term debt		(108,822)
Debt issuance costs	(13,457)	(58,324)
Repurchase of common stock		(4,985)
Repayment of capital lease obligations	(210)	(508)
Other	(543)
Net cash (used in) provided by financing activities	(50,449)	673,043
Net change in cash and cash equivalents	91,340	(70,740)
Cash and cash equivalents at beginning of period	104,752	152,410
Cash and cash equivalents at end of period	196,092	81,670
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Interest paid	69,922	5,230
Income taxes paid	$ 9,972	$ 35,196

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Business Segment Information

9 Months Ended

Sep. 30, 2011

Business Segment Information [Abstract]

Business Segment Information

16. Business Segment Information

The Company's operations involve servicing its patients and customers through its Home Health segment and its Hospice segment.

Home Health

The Home Health segment is comprised of direct home nursing and therapy services operations, including specialty programs and its consulting business. The Company conducts direct home nursing and therapy services operations through licensed and Medicare-certified agencies, located in 39 states, from which the Company provides various combinations of skilled nursing and therapy services, paraprofessional nursing services and, to a lesser extent, homemaker services generally to adult and elder patients. The Company's direct home nursing and therapy services operations also deliver services to its customers through focused specialty programs that include:

• Gentiva Orthopedics, which provides individualized home orthopedic rehabilitation services to patients recovering from joint replacement or other major orthopedic surgery;

• Gentiva Safe Strides^®, which provides therapies for patients with balance issues who are prone to injury or immobility as a result of falling;

• Gentiva Cardiopulmonary, which helps patients and their physicians manage heart and lung health in a home-based environment;

• Gentiva Neurorehabilitation, which helps patients who have experienced a neurological injury or condition by removing the obstacles to healing in the patient's home; and

• Gentiva Senior Health, which addresses the needs of patients with age-related diseases and issues to effectively and safely stay in their homes.

In addition, the Company provides consulting services to home health agencies which include operational support, billing and collection activities, and on-site agency support and consulting. As of September 30, 2011, the Company's Rehab Without Walls^® and homemaker services businesses were reflected as discontinued operations in accordance with applicable accounting guidance. See Note 4 for additional information. Prior periods have been reclassified to conform with current presentation.

Hospice

The Hospice segment serves terminally ill patients and their families through Medicare-certified providers operating in 30 states. Comprehensive management of the healthcare services and products needed by hospice patients and their families are provided through the use of an interdisciplinary team. Depending on a patient's needs, each hospice patient is assigned an interdisciplinary team comprised of a physician, nurse(s), home health aide(s), medical social worker(s), chaplain, dietary counselor and bereavement coordinator, as well as other care professionals.

Corporate Expenses

Corporate expenses consist of costs relating to executive management and corporate and administrative support functions that are not directly attributable to a specific segment, including equity-based compensation expense. Corporate and administrative support functions represent primarily information services, accounting and finance, tax compliance, risk management, procurement, marketing, clinical administration, training, legal and human resource benefits and administration.

Other Information

The Company's senior management evaluates performance and allocates resources based on operating contributions of the reportable segments, which exclude corporate expenses, depreciation, amortization and net interest costs, but include revenues and all other costs (including special items) directly attributable to the specific segment. Segment assets represent net accounts receivable, identifiable intangible assets, goodwill, and certain other assets associated with segment activities. All other assets are assigned to corporate assets for the benefit of all segments for the purposes of segment disclosure.

Segment net revenues by major payer source were as follows (in millions):

	Third Quarter
	2011						2010
	Home						Home
	Health		Hospice		Total		Health		Hospice		Total
Medicare	$	200.3	$	182.0	$	382.3	$	205.4	$	107.5	$	312.9
Medicaid and Local Government		13.2		8.0		21.2		14.7		4.6		19.3
Commercial Insurance and Other:
Paid at episodic rates		19.3		—		19.3		22.0		—		22.0
Other		20.4		6.5		26.9		21.9		3.6		25.5
Total net revenues	$	253.2	$	196.5	$	449.7	$	264.0	$	115.7	$	379.7
	First Nine Months
	2011						2010
	Home						Home
	Health		Hospice		Total		Health		Hospice		Total
Medicare	$	601.7	$	543.0	$	1,144.7	$	620.4	$	145.2	$	765.6
Medicaid and Local Government		39.8		23.4		63.2		45.7		6.2		51.9
Commercial Insurance and Other:
Paid at episodic rates		58.1		—		58.1		64.2		—		64.2
Other		64.0		19.6		83.6		71.0		4.9		75.9
Total net revenues	$	763.6	$	586.0	$	1,349.6	$	801.3	$	156.3	$	957.6

Segment information about the Company's operations is as follows (in thousands):

	Home Health			Hospice			Total
For the three months ended September 30, 2011
Net revenue—segments	$	253,240		$	196,508		$	449,748
Operating contribution	$	28,717	(1)	$	31,477	(1)	$	60,194
Corporate expenses								(28,570	)(1)
Goodwill, intangibles and other long-lived asset impairment								(643,305	)(4)
Dividend income								3,977	(2)
Depreciation and amortization								(7,453	)
Interest expense, net of interest income								(20,673	)
(Loss) income from continuing operations before income taxes and equity in earnings of CareCentrix, including gain on sale							$	(635,830	)
For the three months ended October 3, 2010
Net revenue—segments	$	263,937		$	115,744		$	379,681
Operating contribution	$	52,411	(1)	$	23,894	(1)	$	76,305
Corporate expenses								(45,300	)(1)
Depreciation and amortization								(5,943	)
Interest expense, net of interest income								(12,780	)
Income from continuing operations before income taxes and equity in earnings of CareCentrix							$	12,282
For the nine months ended September 30, 2011
Net revenue—segments	$	763,622		$	585,947		$	1,349,569
Operating contribution	$	105,427	(1)	$	104,301	(1)	$	209,728
Corporate expenses								(92,480	)(1)
Goodwill, intangibles and other long-lived asset impairment								(643,305	)(4)
Dividend income								8,590	(2)
Depreciation and amortization								(22,534	)
Interest expense, net of interest income								(68,342	)(3)
(Loss) income from continuing operations before income taxes and equity in earnings of CareCentrix, including gain on sale							$	(608,343	)
Segment assets	$	244,787		$	871,212		$	1,115,999
Corporate assets								423,586
Total assets							$	1,539,585
For the nine months ended October 3, 2010
Net revenue—segments	$	801,372		$	156,270		$	957,642
Operating contribution	$	155,988	(1)	$	31,516	(1)	$	187,504
Corporate expenses								(96,111	)(1)
Depreciation and amortization								(14,699	)
Gain on sale of assets, net								103
Interest expense and other, net of interest income								(14,980	)
Income from continuing operations before income taxes and equity in earnings of CareCentrix							$	61,817
Segment assets	$	665,881		$	1,064,348		$	1,730,229
Corporate assets								388,015
Total assets							$	2,118,244

(1) For the third quarter and first nine months of 2011, the Company recorded charges relating to cost savings initiatives, acquisition and integration costs, other restructuring and legal settlements of $9.8 million and $34.9 million, respectively.

For the third quarter of 2010, the Company recorded charges relating to acquisition and integration costs and other restructuring of $22.8 million.

For the first nine months of 2010, the Company recorded charges relating to acquisition and integration costs, other restructuring and legal settlements of $40.7 million, which included (i) settlement costs and legal fees of $4.2 million related to a three-year old commercial contractual dispute involving the Company's former subsidiary, CareCentrix, (ii) incremental charges of $9.5 million in connection with an agreement in principle, subject to final approvals, between the Company and the government to resolve the matters which were subject to a 2003 subpoena relating to the Company's cost reports for the 1998 to 2000 periods and (iii) acquisition and integration costs, and other restructuring of $27.0 million. See Note 8 and Note 14 for additional information.

The charges were reflected as follows for segment reporting purposes (dollars in millions):

	Third Quarter				Nine Months
	2011		2010		2011		2010
Home Health	$	—	$	0.3	$	0.3	$	9.8
Hospice		0.8		0.2		1.6		0.2
Corporate administrative expenses		9.0		22.3		33.0		30.7
Total	$	9.8	$	22.8	$	34.9	$	40.7

(2) For the third quarter and first nine months of 2011, the Company recognized dividend income of $4.0 million and $8.6 million, respectively, as a result of the sale of the Company's combined common and preferred ownership of CareCentrix.

(3) For the first nine months of 2011, interest expense and other, net of interest income included charges of $3.8 million relating to the write-off of deferred debt issuance costs and fees associated with terminating the Company's interest rate swaps in connection with the refinancing of the Company's Term Loan A and Term Loan B under the Company's senior secured credit agreement. See Note 11 for additional information.

(4) For both the third quarter and first nine months of 2011, the Company recorded non-cash impairment charges associated with goodwill, intangibles and other long-lived assets of $643.3 million. Home health, hospice and corporate assets were reduced by $408.4 million, $193.7 million and $41.2 million, respectively, as of September 30, 2011 as a result of the impairment.

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Subsequent Events

9 Months Ended

Sep. 30, 2011

Subsequent Event [Abstract]

Subsequent Event

18. Subsequent Event

Effective October 14, 2011, the Company finalized the sale of its homemaker services agencies in Joliet and Oak Park, Illinois to Premier Home Health Care Services, Inc. for total consideration of $2.4 million consisting of $2.0 million in cash and a receivable of $0.4 million held in escrow pending certain post closing conditions.

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Background And Basis Of Presentation

9 Months Ended

Sep. 30, 2011

Background And Basis Of Presentation [Abstract]

Background And Basis Of Presentation

1. Background and Basis of Presentation

Gentiva Health Services, Inc. ("Gentiva" or the "Company") provides home health services and hospice care throughout most of the United States. The Company's continuing operations involve servicing its patients and customers through (i) its Home Health segment and (ii) its Hospice segment.

Effective September 10, 2011, the Company completed the sale of its Rehab Without Walls^® business. The financial results of the Rehab Without Walls^® business are presented as discontinued operations in the Company's consolidated financial statements. See Note 4 for additional information about the disposition.

During the third quarter of 2011, the Company committed to a plan to exit its homemaker services agency business in Illinois ("IDOA") pursuant to an asset purchase agreement and met the requirements to designate this business as held for sale in accordance with applicable accounting guidance. The financial results of this business are presented as discontinued operations in the Company's consolidated financial statements. See Note 4 for additional information. The disposition of this business was completed on October 14, 2011. See Note 18 for additional information.

Effective April 29, 2011, the Company purchased the outstanding member units representing the noncontrolling interest in Odyssey Healthcare of Augusta, LLC ("Augusta") for approximately $0.3 million. As a result of the transaction, the Company owns 100 percent of the outstanding member units of Augusta.

Effective August 17, 2010, the Company completed the acquisition of 100 percent of the equity interest of Odyssey HealthCare, Inc. ("Odyssey"), one of the largest providers of hospice care in the United States, operating approximately 100 Medicare-certified providers serving terminally ill patients and their families in 30 states. In connection with the acquisition, the Company entered into a new $875 million credit agreement and issued $325 million of senior unsecured notes. See Notes 4 and 11 for additional information about the acquisition and related financing.

In February 2010, the Company consummated the sale of its respiratory therapy and home medical equipment and infusion therapy businesses ("HME and IV"). The financial results of these operating segments are reported as discontinued operations in the Company's consolidated financial statements.

In addition, the Company has completed various other transactions impacting the Company's results of operations and financial condition as further described in Note 4. The impact of these transactions has been reflected in the Company's results of operations and financial condition from their respective closing dates.

The accompanying interim consolidated financial statements are unaudited, and have been prepared by the Company using accounting principles consistent with those described in the Company's Annual Report on Form 10-K for the year ended December 31, 2010, and pursuant to the rules and regulations of the Securities and Exchange Commission ("SEC") and, in the opinion of management, include all adjustments necessary for a fair presentation of financial position, results of operations and cash flows for each period presented. Certain information and disclosures normally included in the statements of financial position, results of operations and cash flows prepared in conformity with accounting principles generally accepted in the United States of America have been condensed or omitted as permitted by such rules and regulations. Results for interim periods are not necessarily indicative of results for a full year. The year-end balance sheet data was derived from audited financial statements.

The Company's consolidated financial statements include the accounts and operations of the Company and its subsidiaries in which the Company owns more than a 50 percent interest. Noncontrolling interests, which relate to the minority ownership held by third party investors in certain of the Company's hospice programs, are reported below net income under the heading "Net income attributable to noncontrolling interests" in the Company's consolidated statements of operations and presented as a component of equity in the Company's consolidated balance sheets. All material balances and transactions between the consolidated entities have been eliminated.

The third quarter and first nine months of 2011 included 92 and 273 days of activity, respectively, as compared to 91 and 273 days in the third quarter and first nine months of fiscal 2010, respectively. This difference stems from the Company's adopting a change to calendar quarter reporting periods in 2011 from its prior 13 week reporting periods in 2010.

Certain reclassifications have been made to the fiscal 2010 consolidated financial statements to conform to the current year presentation including, among other things, a reclassification to non-current deferred tax assets and goodwill as of September 30, 2011 as further described in Note 9.

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Earnings Per Share

9 Months Ended

Sep. 30, 2011

Earnings Per Share [Abstract]

Earnings Per Share

10. Earnings Per Share

Basic and diluted earnings per share for each period presented have been computed by dividing net (loss) income attributable to Gentiva shareholders, by the weighted average number of shares outstanding for each respective period. The computations of the basic and diluted per share amounts were as follows (in thousands, except per share amounts):

	For the Three Months Ended					For the Nine Months Ended
	September 30, 2011			October 3, 2010		September 30, 2011			October 3, 2010
Net (loss) income attributable to Gentiva shareholders	$	(473,751	)	$	8,092	$	(455,110	)	$	36,336
Basic weighted average common shares outstanding		30,337			29,808		30,257			29,747
Shares issuable upon the assumed exercise of stock options and under stock plans for employees and directors using the treasury stock method		—			630		—			800
Diluted weighted average common shares outstanding		30,337			30,438		30,257			30,547
Basic earnings per common share:
Net (loss) income attributable to Gentiva shareholders	$	(15.62	)	$	0.27	$	(15.04	)	$	1.22
Diluted earnings per common share:
Net (loss) income attributable to Gentiva shareholders	$	(15.62	)	$	0.27	$	(15.04	)	$	1.19

For the third quarter and first nine months of 2011, due to the anti-dilutive effect on loss from continuing operations, discontinued operations and net loss for these periods excluded the effect of (i) 6.7 million and 5.1 million stock options, respectively, and (ii) 0.2 million of shares for both the third quarter and first nine months of 2011, issuable under stock plans for employees and directors using the treasury stock method.

For the third quarter and first nine months of 2010, approximately 3.0 million and 2.9 million stock options were excluded for the third quarter and first nine months of 2010, respectively, as their inclusion would be anti-dilutive.

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Legal Matters

9 Months Ended

Sep. 30, 2011

Legal Matters [Abstract]

Legal Matters

14. Legal Matters

Litigation

In addition to the matters referenced in this Note 14, the Company is party to certain legal actions arising in the ordinary course of business, including legal actions arising out of services rendered by its various operations, personal injury and employment disputes. Management does not expect that these other legal actions will have a material adverse effect on the business, financial condition, results of operations, liquidity or capital resources of the Company.

On May 10, 2010, a collective and class action complaint entitled Lisa Rindfleisch et al. v. Gentiva Health Services, Inc. was filed in the United States District Court for the Eastern District of New York against the Company in which five former employees allege wage and hour law violations. The former employees claim they were paid pursuant to "an unlawful hybrid" compensation plan that paid them on both a per visit and an hourly basis, thereby voiding their exempt status and entitling them to overtime pay. The plaintiffs allege continuing violations of federal and state law and seek damages under the Fair Labor Standards Act ("FLSA"), as well as under the New York Labor Law and North Carolina Wage and Hour Act. On October 8, 2010, the Court granted the Company's motion to transfer the venue of the lawsuit to the United States District Court for the Northern District of Georgia. On April 13, 2011, the Court granted plaintiffs' motion for conditional certification of the FLSA claims as a collective action. Plaintiffs seek class certification of allegedly similar employees and seek attorneys' fees, back wages and liquidated damages going back three years under the FLSA, six years under the New York statute and two years under the North Carolina statute.

On June 11, 2010, a collective and class action complaint entitled Catherine Wilkie, individually and on behalf of all others similarly situated v. Gentiva Health Services, Inc. was filed in the United States District Court for the Eastern District of California against the Company in which a former employee alleges wage and hour violations under the FLSA and California law. The complaint alleges that the Company paid some of its employees on both a per visit and hourly basis, thereby voiding their exempt status and entitling them to overtime pay. The complaint further alleges that California employees were subject to violations of state laws requiring meal and rest breaks, accurate wage statements and timely payment of wages. The plaintiff seeks class certification, attorneys' fees, back wages, penalties, and damages going back three years on the FLSA claim and four years on the state wage and hour claims.

Given the preliminary stage of the Rindfleisch and Wilkie lawsuits, the Company is unable to assess the probable outcome or potential liability, if any, arising from these proceedings on the business, financial condition, results of operations, liquidity or capital resources of the Company. The Company does not believe that an estimate of a reasonably possible loss or range of loss can be made for these lawsuits at this time. The Company intends to defend itself vigorously in these lawsuits.

Odyssey Merger Litigation

Three putative class action lawsuits have been filed in connection with the Company's acquisition ("Merger") of Odyssey HealthCare, Inc. ("Odyssey"). The first, entitled Pompano Beach Police & Firefighters' Retirement System v. Odyssey HealthCare, Inc. et al., was filed on May 27, 2010 in the County Court, Dallas County, Texas. The second, entitled Eric Hemminger et al. v. Richard Burnham et al., was filed on June 9, 2010 in the District Court, Dallas, Texas. The third, entitled John O. Hansen v. Odyssey HealthCare, Inc. et al., was filed on July 2, 2010 in the United States District Court for the Northern District of Texas. All three lawsuits name the Company, GTO Acquisition Corp., Odyssey and the members of Odyssey's board of directors as defendants. All three lawsuits are brought by purported stockholders of Odyssey, both individually and on behalf of a putative class of stockholders, alleging that Odyssey's board of directors breached its fiduciary duties in connection with the Merger by failing to maximize shareholder value and that the Company and Odyssey aided and abetted the alleged breaches. On September 28, 2010, plaintiff in the Hemminger action filed a motion for consolidation in the District Court, seeking to consolidate the Hemminger action with the Pompano Beach action. On October 8, 2010, the District Court granted plaintiff's motion to consolidate and transferred the Hemminger action to County Court No. 5 in Dallas County, Texas. On October 12, 2010, Gentiva entered a general denial with respect to the material allegations in both the Pompano Beach and Hemminger complaints. On December 16, 2010, defendants in the actions executed a Memorandum of Understanding ("MOU") with plaintiffs Pompano Beach Police & Firefighters' Retirement System, Eric Hemminger and John O. Hansen reflecting an agreement in principle to settle each of the actions for additional disclosures which were included in Odyssey's Definitive Proxy Statement on Schedule 14A, filed on July 9, 2010. Defendants also agreed not to contest an application for attorneys' fees to be made by plaintiffs, which application shall not exceed $675,000. The settlement remains subject to notice to the putative class and court approval.

Federal Securities Class Action Litigation

On November 2, 2010, a putative shareholder class action complaint, captioned Endress v. Gentiva Health Services, Inc. et al., Civil Action No. 10-CV-5064, was filed in the United States District Court for the Eastern District of New York. The action, which names Gentiva and certain current and former officers as defendants, asserts claims under Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 in connection with the Company's participation in the Medicare Home Health Prospective Payment System ("HH PPS"). The complaint alleges that the Company's public disclosures misrepresented and failed to disclose that the Company improperly increased the number of in-home therapy visits to patients for the purposes of triggering higher reimbursement rates under the HH PPS, which caused an artificial inflation in the price of Gentiva's common stock during the period between July 31, 2008 and July 20, 2010. On January 21, 2011, the Minneapolis Police Relief Association (the "MPRA") moved to intervene as a named plaintiff in the action and further requested that, to the extent its motion was granted, the Court appoint it lead plaintiff. On February 7, 2011, the defendants filed a limited objection to the motion to intervene and, on February 17, 2011, the MPRA responded. On July 19, 2011, the Court granted the MPRA's motion to intervene as a named plaintiff, but denied, without prejudice, its request to be appointed lead plaintiff. On July 25, 2011, plaintiff Endress filed a motion seeking to withdraw as plaintiff, and the MPRA renewed its motion seeking to be appointed lead plaintiff.

On September 14, October 11, October 20 and October 25, 2011, four additional putative shareholder class action complaints, captioned Cement Masons & Plasterers Joint Pension Trust v. Gentiva Health Services, Inc. et al., Civil Action No. 11-CV-4433, International Union of Operating Engineers Pension Fund of Eastern Pennsylvania and Delaware v. Gentiva Health Services, Inc. et al., Civil Action No. 11-CV-4906, Arkansas Teacher Retirement System v. Gentiva Health Services, Inc. et al., Civil Action No. 11-CV-5126, and Douglas Dahlgard v. Gentiva Health Services, Inc. et al., Civil Action No. 11-CV-5199, respectively, were filed in the United States District Court for the Eastern District of New York. Like the Endress action, the Cement Masons, International Union, Arkansas Teacher, and Dahlgard actions name Gentiva and certain current and former officers as defendants, and assert claims under Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 in connection with the Company's participation in the Medicare HH PPS. The complaints allege that the Company's public disclosures misrepresented and failed to disclose that the Company improperly increased the number of in-home therapy visits to patients for the purposes of triggering higher reimbursement rates under the HH PPS, which caused an artificial inflation in the price of Gentiva's common stock during the period between July 31, 2008 and July 20, 2010 (Cement Masons), July 31, 2008 and September 30, 2011 (International Union and Arkansas Teacher), and July 31, 2008 and October 4, 2011 (Dahlgard).

On October 5, 2011, the Cement Masons & Plasterers Joint Pension Trust ("Cement Masons") requested that the Court consolidate the Cement Masons action with the Endress action and further requested that the Court appoint Cement Masons lead plaintiff. On October 11, 2011, the International Union of Operating Engineers Pension Fund of Eastern Pennsylvania and Delaware ("International Union") requested consolidation of the Cement Masons action and the International Union action with the Endress action and further requested that the Court appoint International Union lead plaintiff. On October 20, 2011, the Arkansas Teacher Retirement System ("Arkansas Teacher") requested consolidation of the Cement Masons, International Union and Arkansas Teacher actions with the Endress action and further requested that the Court appoint Arkansas Teacher lead plaintiff. On October 27, 2011, Douglas Dahlgard ("Dahlgard") requested consolidation of the Cement Masons, International Union, Arkansas Teacher and Dahlgard actions with the Endress action and further requested that the Court appoint Dahlgard lead plaintiff.

On November 2, 2011, the Court (i) granted plaintiff Endress' motion to withdraw as plaintiff; (ii) ordered the consolidation of the Endress, Cement Masons, International Union, Arkansas Teacher and Dahlgard actions under the caption In re Gentiva Securities Litigation, Civil Action No. 10-CV-5064; and (iii) set a deadline of January 2, 2012 for all motions by any putative class member seeking to be appointed lead plaintiff.

The defendants have not yet responded to the complaints. Given the preliminary stage of the actions, the Company is unable to assess the probable outcome or potential liability, if any, arising from these actions on the business, financial condition, results of operations, liquidity or capital resources of the Company. The Company does not believe that an estimate of a reasonably possible loss or range of loss can be made for these actions at this time. The defendants intend to defend themselves vigorously in these actions.

Shareholder Derivative Litigation

On January 4, 2011, a shareholder derivative complaint, captioned Jacobs v. Malone et al., Civil Action No. 11-CV-1102-9, was filed in Superior Court of DeKalb County in the State of Georgia. The action, which names Gentiva's current directors as defendants, alleges, among other things, that Gentiva's board of directors breached its fiduciary duties to the Company. Specifically, the complaint alleges that Gentiva's board of directors had actual or constructive knowledge that the Company's public disclosures misrepresented and failed to disclose that the

Company improperly increased the number of in-home therapy visits to patients for the purpose of triggering higher reimbursement rates under HH PPS, which caused an artificial inflation in the price of Gentiva's common stock during the period between July 31, 2008 and July 20, 2010. On March 21, 2011, the action was stayed by stipulation among the parties pending a final decision on any motion to dismiss in the above-mentioned Endress action. On October 4, 2011, plaintiff in the Jacobs action filed a Notice of Termination of the Stay.

On October 7 and October 13, 2011, two additional shareholder derivative complaints, captioned Stevens v. Strange, et al., Civil Action No. 11-CV-3429, and Cuzzola v. Strange, et al., Civil Action No. 11-CV-3506, respectively, were filed in the United States District Court for the Northern District of Georgia. The Stevens and Cuzzola actions, which name Gentiva's current directors and one former officer as defendants, allege, among other things, that Gentiva's board of directors breached its fiduciary duties to the Company. The actions also assert a claim under Section 14(a) of the Securities Exchange Act of 1934. Like the Jacobs action, the complaints allege that Gentiva's board of directors had actual or constructive knowledge that the Company's public disclosures misrepresented and failed to disclose that the Company improperly increased the number of in-home therapy visits to patients for the purpose of triggering higher reimbursement rates under HH PPS, which caused an artificial inflation in the price of Gentiva's common stock. The complaints further allege that the Company's Proxy Statement for its 2010 Annual Meeting of Shareholders was materially false and misleading.

On October 31, 2011, an additional shareholder derivative complaint, captioned Grossi v. Strange, et al., Civil Action No. 11-CV-11728-6, was filed in Superior Court of DeKalb County in the State of Georgia. The action, which names Gentiva's current directors as defendants, alleges, among other things, that Gentiva's board of directors breached its fiduciary duties to the Company. The complaint alleges that Gentiva's board of directors had actual or constructive knowledge that the Company's public disclosures misrepresented and failed to disclose that the Company improperly increased the number of in-home therapy visits to patients for the purpose of triggering higher reimbursement rates under HH PPS, which caused an artificial inflation in the price of Gentiva's common stock.

The defendants have not yet responded to the complaints. Given the preliminary stage of the actions, the Company is unable to assess the probable outcome or potential liability, if any, arising from these actions on the business, financial condition, results of operations, liquidity or capital resources of the Company. The Company does not believe that an estimate of a reasonably possible loss or range of loss can be made for these actions at this time. The defendants intend to defend themselves vigorously in these actions.

Indemnification

HME and IV Disposition

The Company has agreed to indemnify the Lincare Indemnified Parties (as such term is defined in the Asset Purchase Agreement dated as of February 1, 2010 ("APA") covering the sale on such date of the Company's HME and IV businesses) from any claims arising from (i) any breach of, or failure to perform, any representations, warranties, covenants and other obligations by certain of the Company's subsidiaries, as sellers under the APA, (ii) the Lincare Indemnified Parties' being required to assume or discharge any of certain specified excluded liabilities under the APA or (iii) the Lincare Indemnified Parties' being required to assume or discharge by operation of law any indebtedness, liability or obligation of certain of the Company's subsidiaries, as sellers under the APA, other than certain specified liabilities assumed by Lincare Inc. The representations, warranties, covenants and agreements made by the Company's subsidiaries in the APA generally survive for a period of two years from the closing date, except that certain specified representations and warranties survive for the applicable statute of limitations. The maximum aggregate liability of the Company for any breaches of representations and warranties contained in the APA is $14 million.

Government Matters

PRRB Appeal

In connection with the audit of the Company's 1997 cost reports, the Medicare fiscal intermediary made certain audit adjustments related to the methodology used by the Company to allocate a portion of its residual overhead costs. The Company filed cost reports for years subsequent to 1997 using the fiscal intermediary's methodology. The Company believed the methodology it used to allocate such overhead costs was accurate and consistent with past practice accepted by the fiscal intermediary; as such, the Company filed appeals with the Provider Reimbursement Review Board ("PRRB") concerning this issue with respect to cost reports for the years 1997, 1998 and 1999. The Company's consolidated financial statements for the years 1997, 1998 and 1999 had reflected use of the methodology mandated by the fiscal intermediary. In June 2003, the Company and its Medicare fiscal intermediary signed an Administrative Resolution relating to the issues covered by the appeals pending before the PRRB. Under the terms of the Administrative Resolution, the fiscal intermediary agreed to reopen and adjust the Company's cost reports for the years 1997, 1998 and 1999 using a modified version of the methodology used by the Company prior to 1997. This modified methodology will also be applied to cost reports for the year 2000, which are currently under audit. The Administrative Resolution required that the process to (i) reopen all 1997 cost reports, (ii) determine the adjustments to allowable costs through the issuance of Notices of Program Reimbursement and (iii) make appropriate payments to the Company, be completed in early 2004. Cost reports relating to years subsequent to 1997 were to be reopened after the process for the 1997 cost reports was completed.

The fiscal intermediary completed the reopening of all 1997, 1998 and 1999 cost reports and determined that the adjustment to allowable costs aggregated $15.9 million which the Company has received and recorded as adjustments to net revenues in the fiscal years 2004 through 2006. The Company is unable to predict when CMS will finalize all items relating to the 2000 cost reports.

Senate Finance Committee Report

In a letter dated May 12, 2010, the United States Senate Finance Committee requested information from the Company regarding its Medicare utilization rates for therapy visits. The letter was sent to all publicly traded home healthcare companies mentioned in a Wall Street Journal article that explored the relationship between the Centers for Medicare & Medicaid Services' home health policies and the utilization rates of some health agencies. The Company responded to this request as well as to supplemental requests for information. On October 3, 2011, the Senate Finance Committee released its report, which generally criticized certain of the home health therapy practices of publicly traded home healthcare companies, including the Company. The Company maintains its belief that it has provided and is providing the highest quality of care and has received and continues to receive payment within the standards set forth by the reimbursement system established by CMS. The Company is unable to assess the probable outcome or potential liability, if any, arising from this matter on the business, financial condition, results of operations, liquidity or capital resources of the Company. The Company does not believe that an estimate of a reasonably possible loss or range of loss can be made for this matter at this time.

Subpoenas

In April 2003, the Company received a subpoena from the Department of Health and Human Services, Office of Inspector General, Office of Investigations ("OIG"). The subpoena sought information regarding the Company's implementation of settlements and corporate integrity agreements entered into with the government, as well as the Company's treatment on cost reports of employees engaged in sales and marketing efforts. In February 2004, the Company received a subpoena from the U.S. Department of Justice ("DOJ") seeking additional information related to the matters covered by the OIG subpoena. In early May 2010, the Company reached an agreement in principle, subject to final approvals, with the government to resolve this matter. Under the agreement, the Company agreed to pay the government $12.5 million, of which $9.5 million was recorded as a charge in the first nine months of 2010 with the remaining $3 million covered by a previously-recorded reserve. On May 24, 2011, a final settlement agreement in accordance with the earlier agreement in principle was entered into between the government and the Company resolving this matter and the Company paid the $12.5 million during the first nine months of 2011.

On July 13, 2010, the SEC informed the Company that the SEC had commenced an investigation relating to the Company's participation in the Medicare Home Health Prospective Payment System, and, on July 16, 2010, the Company received a subpoena from the SEC requesting certain documents in connection with its investigation. Similar to the Senate Finance Committee request, the SEC subpoena, among other things, focused on issues related to the number of and reimbursement received for therapy visits before and after changes in the Medicare reimbursement system, relationships with physicians, compliance efforts including compliance with fraud and abuse laws, and certain documents sent to the Senate Finance Committee. The Company is in the process of responding to the SEC's request. The Company is unable to assess the probable outcome or potential liability, if any, arising from this matter on the business, financial condition, results of operations, liquidity or capital resources of the Company. The Company does not believe that an estimate of a reasonably possible loss or range of loss can be made for this matter at this time.

Investigations Involving Odyssey

On February 14, 2008, Odyssey received a letter from the Medicaid Fraud Control Unit of the Texas Attorney General's office notifying Odyssey that the Texas Attorney General was conducting an investigation concerning Medicaid hospice services provided by Odyssey, including its practices with respect to patient admission and retention, and requesting medical records of approximately 50 patients served by its programs in the State of Texas. Based on the limited information that Odyssey has at this time, the Company cannot predict the outcome of this investigation, the Texas Attorney General's views of the issues being investigated or any actions that the Texas Attorney General may take.

On May 5, 2008, Odyssey received a letter from the DOJ notifying Odyssey that the DOJ was conducting an investigation of VistaCare, Inc. ("VistaCare") and requesting that Odyssey provide certain information and documents related to the DOJ's investigation of claims submitted by VistaCare to Medicare, Medicaid and the U.S. government health insurance plan for active military members, their families and retirees, formerly the Civilian Health and Medical Program of the Uniformed Services ("TRICARE"), from January 1, 2003 through March 6, 2008, the date Odyssey completed the acquisition of VistaCare. Odyssey has been informed by the DOJ and the Medicaid Fraud Control Unit of the Texas Attorney General's Office that they are reviewing allegations that VistaCare may have billed the federal Medicare, Medicaid and TRICARE programs for hospice services that were not reasonably or medically necessary or performed as claimed. The basis of the investigation is a qui tam lawsuit filed in the United States District Court for the Northern District of Texas by a former employee of VistaCare. The lawsuit was unsealed on October 5, 2009 and served on Odyssey on January 28, 2010. In connection with the unsealing of the complaint, the DOJ filed a notice with the court declining to intervene in the qui tam action at such time. The Texas Attorney General also filed a notice of non-intervention with the court. These actions should not be viewed as a final assessment by the DOJ or the Texas Attorney General of the merits of this qui tam action. Odyssey continues to cooperate with the DOJ and the Texas Attorney General in their investigation. The relator has continued to pursue the qui tam lawsuit that is in the motion to dismiss phase. Based on the information that Odyssey has at this time, the Company cannot predict the outcome of the qui tam lawsuit, the governments' continuing investigation, the DOJ's or Texas Attorney General's views of the issues being investigated, other than the DOJ's and Texas Attorney General's notice declining to intervene in the qui tam action, or any actions that the DOJ or Texas Attorney General may take.

On October 28, 2011, the Assistant United States Attorney for the Northern District of Texas notified Odyssey and the Company of the existence of a second qui tam lawsuit against VistaCare, doing business as VistaCare Hospice, Odyssey Healthcare, Inc., and Gentiva Healthcare Services, that had initially been filed on October 29, 2010, in the Northern District of Alabama, but transferred to the Northern District of Texas due to the similarity of allegations with the first qui tam lawsuit. A non-intervention order and unsealing of the second complaint was entered by the District Court for the Northern District of Texas on October 27, 2011. The Company believes this action should not be viewed as a final assessment by the DOJ of the merits of this qui tam action. Based on the limited information that Odyssey has at this time, the Company cannot predict the outcome of this second qui tam lawsuit, the government's continuing investigation, the DOJ's views of the issues being investigated, other than the DOJ's non-intervention in the qui tam action, or any actions that the DOJ may take.

On January 5, 2009, Odyssey received a letter from the Georgia State Health Care Fraud Control Unit notifying Odyssey that the Georgia State Health Care Fraud Unit was conducting an investigation concerning Medicaid hospice services provided by VistaCare from 2003 through 2007 and requesting certain documents. Odyssey is cooperating with the Georgia State Health Care Fraud Control Unit and has complied with the document request. Based on the limited information that Odyssey has at this time, the Company cannot predict the outcome of the investigation, the Georgia State Health Care Fraud Control Unit's views of the issues being investigated or any actions that the Georgia State Health Care Fraud Control Unit may take.

On February 2, 2009, Odyssey received a subpoena from the OIG requesting certain documents related to Odyssey's provision of continuous care services from January 1, 2004 through February 2, 2009. On September 9, 2009, Odyssey received a second subpoena from the OIG requesting medical records for certain patients who had been provided continuous care services by Odyssey during the same time period. Odyssey is cooperating with the OIG and has completed its subpoena production for the two aforementioned subpoenas. On June 24, 2011, Odyssey received a third subpoena from the OIG requesting medical records for certain patients who had been provided continuous care services by Odyssey during the same time period. Based on the information that Odyssey has at this time, the Company cannot predict with certainty the outcome of the government's continuing investigation.

On February 23, 2010, Odyssey received a subpoena from the OIG requesting various documents and certain patient records of one of Odyssey's hospice programs relating to services performed from January 1, 2006 through December 31, 2009. Odyssey is cooperating with the OIG and has completed its subpoena production. Based on the limited information that Odyssey has at this time, the Company cannot predict the outcome of the investigation, the OIG's views of the issues being investigated or any actions that the OIG may take.

During the third quarter and first nine months of 2011 and in connection with the above investigations involving Odyssey, the Company has recorded a reserve of $6.5 million and $25.0 million, respectively, for its litigation exposure that is probable and estimable. Except for this specific reserve, the Company does not believe that an estimate of a reasonably possible loss or range of loss can be made at this time. Based on the limited information that Odyssey has at this time regarding the investigations, the Company is unable to predict the additional impact, if any, that the investigations may have on Odyssey's and the Company's business, financial condition, results of operations, liquidity or capital resources.

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Consolidated Balance Sheets (USD $) In Thousands	Sep. 30, 2011	Dec. 31, 2010
ASSETS
Cash and cash equivalents	$ 196,092	$ 104,752
Accounts receivable, less allowance for doubtful accounts of $9,519 and $7,654 at September 30, 2011 and December 31, 2010, respectively	260,275	259,588
Deferred tax assets	31,411	28,155
Prepaid expenses and other current assets	37,436	48,910
Total current assets	525,214	441,405
Note receivable from CareCentrix	25,000	25,000
Investment in CareCentrix		25,635
Fixed assets, net	46,240	85,707
Intangible assets, net	219,156	374,057
Goodwill	641,669	1,085,066
Other assets	82,306	83,258
Total assets	1,539,585	2,120,128
LIABILITIES AND EQUITY
Current portion of long-term debt	13,437	25,000
Accounts payable	13,686	15,562
Payroll and related taxes	27,835	44,163
Deferred revenue	39,618	36,387
Medicare liabilities	19,510	31,236
Obligations under insurance programs	54,552	61,899
Accrued nursing home costs	21,752	24,241
Other accrued expenses	101,325	78,153
Total current liabilities	291,715	316,641
Long-term debt	994,688	1,026,563
Deferred tax liabilities, net	32,108	111,199
Other liabilities	25,766	27,493
Equity:
Common stock, $.10 par value; authorized 100,000,000 shares; issued 31,263,771 and 30,799,091 shares at September 30, 2011 and December 31, 2010, respectively	3,127	3,080
Additional paid-in capital	385,241	372,106
Accumulated other comprehensive income		478
Retained (deficit) earnings	(182,716)	272,394
Treasury stock, 655,802 and 641,468 shares at September 30, 2011 and December 31, 2010, respectively	(12,878)	(12,484)
Total Gentiva shareholders' equity	192,774	635,574
Noncontrolling interests	2,534	2,658
Total equity	195,308	638,232
Total liabilities and equity	$ 1,539,585	$ 2,120,128