AMENDMENT NO. 2, dated as of November 28, 2011 (this “Amendment<\/u>“), to
\nthe Credit Agreement (as defined below) among Gentiva Health Services, Inc., a
\nDelaware Corporation, as Borrower (the “Borrower<\/u>“), the Lenders party
\nthereto and Bank of America, N.A., as Administrative Agent.<\/p>\n<\/p>\n
RECITALS<\/p>\n
\n
WHEREAS, the Borrower, the Lenders party thereto from time to time and Bank
\nof America, N.A., as Administrative Agent (the “Administrative Agent<\/u>“),
\nare party to that certain Credit Agreement dated as of August 17, 2010 and as
\namended on March 9, 2011 (as may be further amended, amended and restated,
\nsupplemented or otherwise modified from time to time, the “Credit
\nAgreement<\/u>“).<\/p>\n<\/p>\n
WHEREAS, the Borrower desires to modify the definition of “Consolidated
\nEBITDA” contained in the Credit Agreement.<\/p>\n<\/p>\n
WHEREAS, the Borrower desires to reset the maximum Consolidated Leverage
\nRatio for the fourth fiscal quarter of 2011 contained in Section 7.11(b) of the
\nCredit Agreement.<\/p>\n<\/p>\n
WHEREAS, Section 10.01 of the Credit Agreement provides that the Borrower
\nmay, with the consent of the Required Lenders, amend the Loan Documents.<\/p>\n<\/p>\n
NOW, THEREFORE, in consideration of the premises contained herein and for
\nother good and valuable consideration, the receipt and sufficiency of which are
\nhereby acknowledged, the parties hereto, intending to be legally bound hereby,
\nagree as follows:<\/p>\n<\/p>\n
ARTICLE I<\/p>\n
\n
Amendment<\/u><\/p>\n
\n
SECTION 1.01. Defined Terms<\/u>. Capitalized terms used herein (including
\nin the recitals hereto) and not otherwise defined herein shall have the meanings
\nassigned to such terms in the Credit Agreement. The rules of construction
\nspecified in Section 1.02 of the Credit Agreement also apply to this Amendment.\n<\/p>\n<\/p>\n
SECTION 1.02. Amendment of Credit Agreement<\/u>. The Credit Agreement is
\nhereby amended effective as of the Second Amendment Effective Date (as defined
\nherein) as follows:<\/p>\n<\/p>\n
(i) Section 1.01 of the Credit Agreement is hereby amended by inserting the
\nfollowing new definition in the correct alphabetical order:<\/p>\n<\/p>\n
“Second Amendment” means the Second Amendment to this Agreement dated as of
\nNovember 28, 2011, among the Borrower, the Lenders party thereto and the
\nAdministrative Agent.<\/p>\n<\/p>\n<\/p>\n
(ii) The definition of “Consolidated EBITDA” set forth in Section 1.01 of the
\nCredit Agreement is hereby amended by:<\/p>\n<\/p>\n
(I) replacing clauses (iv) and (v) in their entirety with the following:<\/p>\n<\/p>\n
“(iv) extraordinary, unusual or non136’recurring charges or losses reducing such (II) replacing clause (a)(xii) in its entirety with the following:<\/p>\n<\/p>\n “(xii) any fees, expenses, prepayment premium or other costs paid in (III) deleting the word “and” from the end of clause “(xi)” and<\/p>\n<\/p>\n (IV) inserting at the end of clause (xii), the following:<\/p>\n<\/p>\n<\/p>\n “, and (xiii) solely for purposes of determining compliance with Section 7.11 (iii) Sections 7.03 and 7.06 of the Credit Agreement are hereby amended by “Notwithstanding anything in this Agreement to the contrary, the Borrower – 2 –<\/p>\n \n Borrower153s Equity Interest or purchase for cash or otherwise acquire for cash (iv) Clause (b) of Section 7.11 of the Credit Agreement is hereby amended and “Consolidated Leverage Ratio.<\/u> Permit the Consolidated Leverage Ratio Four Fiscal Quarters Ending<\/p>\n<\/td>\n Maximum Consolidated<\/p>\n Leverage Ratio<\/p>\n<\/td>\n Closing Date through the fourth fiscal quarter of 2011<\/p>\n<\/td>\n 4.75 to 1.00<\/p>\n<\/td>\n first fiscal quarter of 2012 through third fiscal quarter of 2012<\/p>\n<\/td>\n 4.50 to 1.00<\/p>\n<\/td>\n fourth fiscal quarter of 2012 through third fiscal quarter of 2013<\/p>\n<\/td>\n 3.75 to 1.00<\/p>\n<\/td>\n fourth fiscal quarter of 2013 and thereafter<\/p>\n<\/td>\n 3.00 to 1.00<\/p>\n<\/td>\n SECTION 1.03. Amendment Effectiveness<\/u>. Section 1.02 of this Amendment (a) The Administrative Agent (or its counsel) shall have received from (i) (b) The Administrative Agent shall have received from the Borrower a consent (c) The Borrower shall have made an optional prepayment of Term Loans – 3 –<\/p>\n \n plied ratably between the Term A Facility and the Term B Facility to the (d) Each Loan Party shall have entered into a reaffirmation agreement, in (e) The Administrative Agent shall have received an officers153 certificate (f) The Borrower shall have paid all reasonable and documented fees and The Administrative Agent shall notify the Borrower and the Required Lenders SECTION 1.04. Representations and Warranties<\/u>.<\/p>\n<\/p>\n (a) To induce the other parties hereto to enter into this Amendment, the (b) The representations and warranties of each Loan Party set forth in the – 4 –<\/p>\n \n (c) After giving effect to this Amendment and the transactions contemplated SECTION 1.05. Effect of Amendment<\/u>.<\/p>\n<\/p>\n (a) Except as expressly set forth herein, this Amendment shall not by (b) On and after the Second Amendment Effective Date, each reference in the SECTION 1.06.<\/strong> Governing Law<\/u>. This Amendment SECTION 1.07. Costs and Expenses<\/u>. To the extent contemplated by SECTION 1.08. Counterparts<\/u>. This Amendment may be executed in any – 5 –<\/p>\n \n page of this Amendment by facsimile transmission or other electronic imaging SECTION 1.09. Headings<\/u>. The headings of this Amendment are for – 6 –<\/p>\n \n IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly GENTIVA HEALTH SERVICES, INC.<\/p>\n<\/td>\n<\/tr>\n By:<\/p>\n<\/td>\n \/s\/ Eric Slusser<\/p>\n<\/td>\n<\/tr>\n Name:<\/p>\n<\/td>\n Eric Slusser<\/p>\n<\/td>\n<\/tr>\n Title:<\/p>\n<\/td>\n Executive Vice President and<\/p>\n Chief Financial Officer<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n<\/p>\n S-1<\/p>\n \n BANK OF AMERICA, N.A., individually and as<\/p>\n Administrative Agent, Swing Line Lender and<\/p>\n L\/C Issuer<\/p>\n<\/td>\n<\/tr>\n By:<\/p>\n<\/td>\n Name:<\/p>\n<\/td>\n Title:<\/p>\n<\/td>\n S-2<\/p>\n \n _____________________________________,<\/p>\n as a Lender<\/p>\n<\/td>\n<\/tr>\n By:<\/p>\n<\/td>\n Name:<\/p>\n<\/td>\n Title:<\/p>\n<\/td>\n S-3<\/p>\n \n The undersigned Revolving Credit Lender hereby irrevocably and _____________________________________,<\/p>\n as a Revolving Credit Lender (type name of the legal entity)<\/p>\n<\/td>\n<\/tr>\n By:<\/p>\n<\/td>\n Name:<\/p>\n<\/td>\n Title:<\/p>\n<\/td>\n [If a second signature is necessary:<\/p>\n<\/td>\n<\/tr>\n By:<\/p>\n<\/td>\n Name:<\/p>\n<\/td>\n Title:]<\/p>\n<\/td>\n S-4<\/p>\n \n SCHEDULE I<\/p>\n \n Reaffirmation Agreement Parties<\/strong><\/p>\n \n<\/p>\n Access Home Health of Florida, Inc.<\/p>\n<\/p>\n Capital CareResources of South Carolina, Inc.<\/p>\n<\/p>\n Capital CareResources, Inc.<\/p>\n<\/p>\n Capital Health Management Group, Inc.<\/p>\n<\/p>\n CareNation, Inc.<\/p>\n<\/p>\n Chattahoochee Valley Home Care Services, Inc.<\/p>\n<\/p>\n Chattahoochee Valley Home Health, Inc.<\/p>\n<\/p>\n CHMG Acquisition Corp.<\/p>\n<\/p>\n CHMG of Atlanta, Inc.<\/p>\n<\/p>\n CHMG of Griffin, Inc.<\/p>\n<\/p>\n Eastern Carolina Home Health Agency, Inc.<\/p>\n<\/p>\n Family Hospice, Ltd.<\/p>\n<\/p>\n FHI GP, Inc.<\/p>\n<\/p>\n FHI Health Systems, Inc.<\/p>\n<\/p>\n FHI LP, Inc.<\/p>\n<\/p>\n FHI Management, Ltd.<\/p>\n<\/p>\n Gentiva Certified Healthcare Corp.<\/p>\n<\/p>\n Gentiva Health Services (Certified), Inc.<\/p>\n<\/p>\n Gentiva Health Services (USA) Inc.<\/p>\n<\/p>\n Gentiva Health Services Holding Corp.<\/p>\n<\/p>\n Gentiva Rehab Without Walls, LLC<\/p>\n<\/p>\n Gentiva Services of New York, Inc.<\/p>\n<\/p>\n Gilbert’s Home Health Agency, Inc.<\/p>\n<\/p>\n Gilbert’s Hospice Care of Mississippi, LLC<\/p>\n<\/p>\n Gilbert’s Hospice Care, LLC<\/p>\n<\/p>\n Healthfield Home Health, Inc.<\/p>\n<\/p>\n Healthfield Hospice Services, Inc.<\/p>\n<\/p>\n Healthfield of Southwest Georgia, Inc.<\/p>\n<\/p>\n Healthfield of Statesboro, Inc.<\/p>\n<\/p>\n Healthfield of Tennessee, Inc.<\/p>\n<\/p>\n Healthfield Operating Group, Inc.<\/p>\n<\/p>\n Healthfield, Inc.<\/p>\n<\/p>\n Home Health Care Affiliates of Central Mississippi, L.L.C.<\/p>\n<\/p>\n Home Health Care Affiliates of Mississippi, Inc.<\/p>\n<\/p>\n Home Health Care Affiliates, Inc.<\/p>\n<\/p>\n Home Health Care of Carteret County, Inc.<\/p>\n<\/p>\n Horizon Health Network LLC<\/p>\n<\/p>\n Mid-South Home Care Services, Inc.<\/p>\n<\/p>\n Mid-South Home Care Services, LLC<\/p>\n<\/p>\n Mid-South Home Health Agency, Inc.<\/p>\n<\/p>\n Mid-South Home Health Agency, LLC<\/p>\n<\/p>\n Mid-South Home Health of Gadsden, Inc.<\/p>\n<\/p>\n New York Healthcare Services, Inc.<\/p>\n<\/p>\n Odyssey Healthcare Austin, LLC<\/p>\n<\/p>\n Odyssey Healthcare Detroit, LLC<\/p>\n<\/p>\n Odyssey Healthcare Fort Worth, LLC<\/p>\n<\/p>\n Odyssey HealthCare GP, LLC<\/p>\n<\/p>\n Odyssey HealthCare Holding Company<\/p>\n<\/p>\n Odyssey HealthCare LP, LLC<\/p>\n<\/p>\n Odyssey HealthCare Management, LP<\/p>\n<\/p>\n Odyssey HealthCare of Augusta, LLC<\/p>\n<\/p>\n Odyssey HealthCare of Collier County, Inc.<\/p>\n<\/p>\n Odyssey Healthcare of Flint, LLC<\/p>\n<\/p>\n Odyssey HealthCare of Hillsborough County, Inc.<\/p>\n<\/p>\n Odyssey HealthCare of Manatee County, Inc.<\/p>\n<\/p>\n Odyssey HealthCare of Marion County, Inc.<\/p>\n<\/p>\n Odyssey HealthCare of Northwest Florida, Inc.<\/p>\n<\/p>\n Odyssey Healthcare of Pinellas County, Inc.<\/p>\n<\/p>\n Odyssey Healthcare of St. Louis, LLC<\/p>\n<\/p>\n Odyssey HealthCare Operating A, LP<\/p>\n<\/p>\n Odyssey HealthCare Operating B, LP<\/p>\n<\/p>\n Odyssey Healthcare, Inc.<\/p>\n<\/p>\n OHS Service Corp.<\/p>\n<\/p>\n PHHC Acquisition Corp.<\/p>\n<\/p>\n QC-Medi New York, Inc.<\/p>\n<\/p>\n Quality Care-USA, Inc.<\/p>\n<\/p>\n Quality Managed Care, Inc.<\/p>\n<\/p>\n Tar Heel Health Care Services, Inc.<\/p>\n<\/p>\n Tar Heel Staffing, Inc.<\/p>\n<\/p>\n The Healthfield Group, Inc.<\/p>\n<\/p>\n Total Care Home Health of Louisburg, Inc.<\/p>\n<\/p>\n Total Care Home Health of North Carolina, Inc.<\/p>\n<\/p>\n Total Care Home Health of South Carolina, Inc.<\/p>\n<\/p>\n Total Care Services, Inc.<\/p>\n<\/p>\n Van Winkle Home Health Care, Inc.<\/p>\n<\/p>\n Vista Hospice Care, Inc.<\/p>\n<\/p>\n VistaCare of Boston, LLC<\/p>\n<\/p>\n VistaCare USA, Inc.<\/p>\n<\/p>\n VistaCare, Inc.<\/p>\n<\/p>\n Wiregrass Hospice Care, Inc.<\/p>\n<\/p>\n Wiregrass Hospice LLC<\/p>\n<\/p>\n Wiregrass Hospice of South Carolina, LLC<\/p>\n<\/p>\n<\/p><\/p>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7626],"corporate_contracts_industries":[9434],"corporate_contracts_types":[9561,9560],"class_list":["post-40888","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-gentiva-health-services-inc","corporate_contracts_industries-health__home","corporate_contracts_types-finance__credit","corporate_contracts_types-finance"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/40888","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=40888"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=40888"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=40888"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=40888"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}
\nConsolidated Net Income related solely to the settlement of litigation existing
\non the Closing Date with respect to the Acquired Business in an aggregate amount
\nnot to exceed $15,000,000 in any Measurement Period; provided<\/u> that,
\nsolely for purposes of determining compliance with Section 7.11 of this
\nAgreement for the Measurement Period ending December 31, 2011 (and for no
\nMeasurement Period thereafter or other provision of this Agreement that requires
\ncompliance with Section 7.11), such aggregate amount may exceed $15,000,000 but
\nshall not exceed $25,000,000, (v) other extraordinary, unusual or nonrecurring
\ncash charges reducing Consolidated Net Income in an aggregate amount not to
\nexceed (1) the amounts set forth on Schedule 1.01 for the periods set forth
\nthereon and (2) exclusive of amounts set forth in subclause (1) (A) $35,000,000
\nsolely for purpose of determining compliance with Section 7.11 of this Agreement
\nfor the Measurement Period ending December 31, 2011 (and for no Measurement
\nPeriod thereafter or other provision of this Agreement that requires compliance
\nwith Section 7.11), provided,<\/em> that no more than $10,000,000 of such
\namount is related to other extraordinary, unusual or nonrecurring cash charges
\nreducing Consolidated Net Income incurred during the first three fiscal quarters
\nof such Measurement Period and (B) $10,000,000 for each Measurement Period
\nbeginning after December 31, 2011,”<\/p>\n<\/p>\n
\nconnection with the First Refinancing Amendment or the Second Amendment”<\/p>\n<\/p>\n
\nof this Agreement for the Measurement Period ending December 31, 2011 (and for
\nno Measurement Period thereafter or other provision of this Agreement that
\nrequires compliance with Section 7.11), charges or losses reducing Consolidated
\nNet Income incurred in connection with the closure of certain facilities and
\nbranch offices of the Borrower and its subsidiaries in the fourth fiscal quarter
\nof 2011 in an aggregate amount not to exceed $5,000,000,”<\/p>\n<\/p>\n
\ninserting the following at the end of the respective covenant:<\/p>\n<\/p>\n
\nshall not nor shall it permit any Subsidiary to, directly or indirectly, declare
\nor pay any cash dividend or make any cash distribution on or in respect of the\n<\/p>\n<\/p>\n<\/p>\n
\n<\/p>\n
\nany Equity Interest of the Borrower for the period beginning on the Second
\nAmendment Effective Date through and including March 1, 2012.”<\/p>\n<\/p>\n
\nrestated in its entirety as follows:<\/p>\n<\/p>\n
\nat any time during any period of four fiscal quarters of the Borrower set forth
\nbelow to be greater than the ratio set forth below opposite such period:<\/p>\n<\/p>\n\n\n
\n <\/td>\n \n \n <\/td>\n<\/tr>\n \n <\/td>\n \n \n <\/td>\n<\/tr>\n \n <\/td>\n \n \n <\/td>\n<\/tr>\n \n <\/td>\n \n \n <\/td>\n<\/tr>\n \n <\/td>\n \n \n <\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n
\nshall become effective as of the first date (the “Second Amendment Effective
\nDate<\/u>“) on which the following conditions have been satisfied:<\/p>\n<\/p>\n
\nthe Borrower, (ii) the Required Lenders and (iv) the Administrative Agent,
\neither (x) counterparts of this Amendment signed on behalf of such parties or
\n(y) written evidence reasonably satisfactory to the Administrative Agent (which
\nmay include facsimile or other electronic transmissions of signed signature
\npages) that such parties have signed counterparts of this Amendment.<\/p>\n<\/p>\n
\nfee payable in Dollars for the account of each Lender that has returned an
\nexecuted counterpart to this Amendment to the Administrative Agent at or prior
\nto 4:00 p.m., New York City time on Tuesday, November 22, 2011 (the “Consent
\nDeadline<\/u>” and each such Lender, a “Consenting Lender<\/u>“) equal to 0.25%
\nof the aggregate principal amount of the Term Loans, Revolving Credit Loans or
\nRevolving Credit Commitments, as applicable, held by such Consenting Lender as
\nof the Consent Deadline.<\/p>\n<\/p>\n
\npursuant to Section 2.05(a) of the Credit Agreement in an aggregate principal
\namount of $20.0 million and such prepayment shall have been directed by the
\nBorrower to be ap-<\/p>\n<\/p>\n<\/p>\n
\n<\/p>\n
\nscheduled amortization of each such Term Facility as direct by the Borrower.<\/p>\n<\/p>\n
\nform and substance reasonably satisfactory to the Administrative Agent, and
\nSchedule I hereto lists each Loan Party.<\/p>\n<\/p>\n
\nfrom the Borrower including a representation by a Responsible Officer that (i)
\nno Default or Event of Default exists and is continuing on the Second Amendment
\nEffective Date and (ii) all representations and warranties contained in the
\nCredit Agreement are true and correct in all material respects on and as of the
\nSecond Amendment Effective Date, except to the extent that such representations
\nand warranties specifically refer to an earlier date, in which case they shall
\nbe true and correct in all material respects as of such earlier date (provided
\nthat representations and warranties that are qualified by materiality shall be
\ntrue and correct in all respects).<\/p>\n<\/p>\n
\nexpenses owed the Administrative Agent and Merrill Lynch, Pierce, Fenner &
\nSmith Incorporated in connection with this Amendment and the transactions
\ncontemplated hereby, to the extent an invoice has been provided to the Borrower
\nat least two Business Days prior to the Second Amendment Effective Date,
\nincluding the reasonable fees, charges and disbursements of Cahill Gordon &
\nReindel LLP, counsel for the Administrative Agent, and Winston & Strawn LLP,
\nspecial healthcare counsel for the Administrative Agent.<\/p>\n<\/p>\n
\nof the Second Amendment Effective Date and such notice shall be conclusive and
\nbinding.<\/p>\n<\/p>\n
\nBorrower represents and warrants to each of the Lenders and the Administrative
\nAgent that, as of the Second Amendment Effective Date and after giving effect to
\nthe transactions and amendments to occur on the Second Amendment Effective Date,
\nthis Amendment has been duly authorized, executed and delivered by the Borrower
\nand constitutes, and the Credit Agreement, as amended hereby on the Second
\nAmendment Effective Date, will constitute, legal, valid and binding obligations
\nof the Loan Parties, enforceable against each of the Loan Parties in accordance
\nwith their terms, except as such enforceability may be limited by Debtor Relief
\nLaws and by general principles of equity and the implied covenant of good faith
\nand fair dealing.<\/p>\n<\/p>\n
\nLoan Documents are, after giving effect to this Amendment, true and correct in
\nall material respects on and as of the Second Amendment Effective Date with the
\nsame effect as though made on and as of such date, except to the extent such
\nrepresentations and warranties expressly relate to an earlier date in which case
\nthey shall be true and correct in all material respects as of such earlier date
\n(provided<\/u> that representations and warranties that are qualified by
\nmateriality shall be true and correct in all respects).<\/p>\n<\/p>\n<\/p>\n
\n<\/p>\n<\/p>\n
\nhereby, no Default or Event of Default has occurred and is continuing on the
\nSecond Amendment Effective Date.<\/p>\n<\/p>\n
\nimplication or otherwise limit, impair, constitute a waiver of, or otherwise
\naffect the rights and remedies of, the Lenders or the Agents under the Credit
\nAgreement or any other Loan Document, and shall not alter, modify, amend or in
\nany way affect any of the terms, conditions, obligations, covenants or
\nagreements contained in the Credit Agreement or any other Loan Document, all of
\nwhich are ratified and affirmed in all respects and shall continue in full force
\nand effect. Nothing herein shall be deemed to establish a precedent for purposes
\nof interpreting the provisions of the Credit Agreement or entitle any Loan Party
\nto a consent to, or a waiver, amendment, modification or other change of, any of
\nthe terms, conditions, obligations, covenants or agreements contained in the
\nCredit Agreement or any other Loan Document in similar or different
\ncircumstances. This Amendment shall apply to and be effective only with respect
\nto the provisions of the Credit Agreement and the other Loan Documents
\nspecifically referred to herein. Each and every term, condition, obligation,
\ncovenant and agreement contained in the Credit Agreement or any other Loan
\nDocument is hereby ratified and re-affirmed in all respects and shall continue
\nin full force and effect. The Borrower reaffirms its obligations under the Loan
\nDocuments to which it is a party and the validity of the Liens granted by it
\npursuant to the Collateral Documents.<\/p>\n<\/p>\n
\nCredit Agreement to “this Agreement,” “hereunder,” “hereof,” “herein” or words
\nof like import, and each reference to the Credit Agreement, “thereunder,”
\n“thereof,” “therein” or words of like import in any other Loan Document, shall
\nbe deemed a reference to the Credit Agreement, as amended hereby. This Amendment
\nshall constitute a “Loan Document<\/u>” for all purposes of the Credit
\nAgreement and the other Loan Documents.<\/p>\n<\/p>\n
\nshall be governed by and construed in accordance with the laws of the State of
\nNew York.<\/strong> The provisions of Sections 10.14 and 10.15 of the Credit
\nAgreement shall apply to this Amendment to the same extent as if fully set forth
\nherein.<\/p>\n<\/p>\n
\nSection 10.04 of the Credit Agreement, the Borrower agrees to reimburse the
\nAdministrative Agent for its reasonable out-of-pocket expenses in connection
\nwith this Amendment and the transactions contemplated hereby, including the
\nreasonable fees, charges and disbursements of Cahill Gordon & Reindel llp,
\ncounsel for the Administrative Agent and Winston & Strawn LLP, special
\nhealthcare counsel for the Administrative Agent.<\/p>\n<\/p>\n
\nnumber of counterparts and by different parties hereto in separate counterparts,
\neach of which when so executed and delivered shall be deemed an original, but
\nall such counterparts together shall constitute but one and the same instrument.
\nDelivery of any executed counterpart of a signature<\/p>\n<\/p>\n<\/p>\n
\n<\/p>\n
\nmeans shall be effective as delivery of a manually executed counterpart hereof.\n<\/p>\n<\/p>\n
\npurposes of reference only and shall not limit or otherwise affect the meaning
\nhereof.<\/p>\n<\/p>\n<\/p>\n
\n<\/p>\n
\nexecuted and delivered by their officers as of the date first above written.<\/p>\n<\/p>\n\n\n
\n <\/td>\n \n \n <\/td>\n <\/td>\n <\/td>\n<\/tr>\n \n <\/td>\n <\/td>\n <\/td>\n<\/tr>\n \n <\/td>\n \n \n \n <\/td>\n <\/td>\n \n \n \n <\/td>\n <\/td>\n \n \n
\n<\/p>\n<\/p>\n\n\n
\n <\/td>\n \n \n <\/td>\n <\/td>\n <\/td>\n<\/tr>\n \n <\/td>\n <\/td>\n <\/td>\n<\/tr>\n \n <\/td>\n \n <\/td>\n<\/tr>\n \n <\/td>\n <\/td>\n \n <\/td>\n<\/tr>\n \n <\/td>\n <\/td>\n \n <\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n<\/p>\n<\/p>\n<\/p>\n
\n<\/p>\n<\/p>\n<\/p>\n\n\n
\n <\/td>\n \n \n <\/td>\n <\/td>\n <\/td>\n<\/tr>\n \n <\/td>\n <\/td>\n <\/td>\n<\/tr>\n \n <\/td>\n \n <\/td>\n<\/tr>\n \n <\/td>\n <\/td>\n \n <\/td>\n<\/tr>\n \n <\/td>\n <\/td>\n \n <\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n<\/p>\n
\n<\/p>\n
\nunconditionally approves the Amendment.<\/p>\n<\/p>\n<\/p>\n\n\n
\n <\/td>\n \n \n <\/td>\n <\/td>\n <\/td>\n<\/tr>\n \n <\/td>\n <\/td>\n <\/td>\n<\/tr>\n \n <\/td>\n \n <\/td>\n<\/tr>\n \n <\/td>\n <\/td>\n \n <\/td>\n<\/tr>\n \n <\/td>\n <\/td>\n \n <\/td>\n<\/tr>\n \n <\/td>\n \n \n <\/td>\n <\/td>\n <\/td>\n<\/tr>\n \n <\/td>\n <\/td>\n <\/td>\n<\/tr>\n \n <\/td>\n \n <\/td>\n<\/tr>\n \n <\/td>\n <\/td>\n \n <\/td>\n<\/tr>\n \n <\/td>\n <\/td>\n \n <\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n<\/p>\n
\n<\/p>\n
\n