{"id":41055,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/guaranty-on-credit-agreement-gentiva-health-services-inc.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"guaranty-on-credit-agreement-gentiva-health-services-inc","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/finance\/guaranty-on-credit-agreement-gentiva-health-services-inc.html","title":{"rendered":"Guaranty – on Credit Agreement – Gentiva Health Services Inc."},"content":{"rendered":"

GUARANTY <\/strong><\/p>\n

GUARANTY AGREEMENT<\/strong> (this “Guaranty<\/u>“), dated as of
\nAugust 17, 2010, by and among the Persons listed on the signature pages hereof
\nunder the caption “Guarantors,” any additional Persons that may become
\nGuarantors hereunder pursuant to a duly executed joinder agreement in the form
\nattached as Exhibit A<\/u> hereto (each an “Additional Guarantor<\/u>,”
\ncollectively, the “Additional Guarantors<\/u>” and together with the
\nGuarantors as of the date hereof, the “Guarantors<\/u>” and each, a
\n“Guarantor<\/u>“) and Bank of America, N.A., as administrative agent (in such
\ncapacity, the “Administrative Agent<\/u>“) for the Secured Parties (as defined
\nin the Credit Agreement referred to below).<\/p>\n

Reference is made to that certain Credit Agreement, dated as of August 17,
\n2010 (as amended, restated, amended and restated, supplemented or otherwise
\nmodified from time to time, the “Credit Agreement<\/u>“), by and among Gentiva
\nHealth Services, Inc. a Delaware corporation (the “Borrower<\/u>“), each
\nlender from time to time party thereto (collectively, the “Lenders<\/u>” and
\nindividually, a “Lender<\/u>“) and Bank of America, N.A., as Administrative
\nAgent, Swing Line Lender and L\/C Issuer. Capitalized terms used and not defined
\nherein (including, without limitation, the term “Obligations<\/u>,” as used in
\nSection 1<\/u> and elsewhere herein) are used with the meanings assigned to
\nsuch terms in the Credit Agreement.<\/p>\n

The Lenders have agreed to make Loans to the Borrower, and the L\/C Issuer has
\nagreed to issue Letters of Credit for the account of the Borrower or its
\nSubsidiaries, in each case pursuant to, and upon the terms and subject to the
\nconditions specified in, the Credit Agreement. Each Guarantor is a Subsidiary of
\nthe Borrower and acknowledges that it has derived and will derive substantial
\nbenefit from the making of the Loans by the Lenders to the Borrower and the
\nissuance of the Letters of Credit by the L\/C Issuer for the account of the
\nBorrower or its Subsidiaries. As consideration therefor and in order to induce
\nthe Lenders to make Loans and the L\/C Issuer to issue Letters of Credit, each
\nGuarantor is willing to execute this Guaranty.<\/p>\n

Accordingly, the parties hereto agree as follows:<\/p>\n

SECTION 1. Guaranty<\/em>. Each Guarantor hereby absolutely and
\nunconditionally, jointly and severally, guarantees, as a guaranty of payment and
\nperformance and not merely as a guaranty of collection, prompt payment when due,
\nwhether at stated maturity, by required prepayment, upon acceleration, demand or
\notherwise, and at all times thereafter, of any and all of the Obligations,
\nwhether for principal, interest, premiums, fees, indemnities, damages, costs,
\nexpenses or otherwise, of the Borrower to the Secured Parties, and whether
\narising hereunder or under any other Loan Document, any Secured Cash Management
\nAgreement or any Secured Hedge Agreement (including all renewals, extensions,
\namendments and other modifications thereof and all reasonable and documented
\ncosts, attorneys153 fees and expenses of one outside counsel, one local counsel in
\neach relevant jurisdiction and one regulatory counsel incurred by the Secured
\nParties in connection with the collection or enforcement thereof). The
\nAdministrative Agent153s books and records showing the amount of the Obligations
\nshall be admissible in evidence in any action or proceeding, and shall be
\nbinding upon each Guarantor, and conclusive (absent manifest error) for the
\npurpose of establishing the amount of the Obligations. This Guaranty shall not
\nbe affected by the genuineness, validity, regularity or enforceability of the
\nObligations<\/p>\n

-1-<\/p>\n

\n

or any instrument or agreement evidencing any Obligations, or by the
\nexistence, validity, enforceability, perfection, non-perfection or extent of any
\ncollateral therefor, or by any fact or circumstance relating to the Obligations
\nwhich might otherwise constitute a defense to the obligations of the Guarantors
\nunder this Guaranty, and each Guarantor hereby irrevocably waives any defenses
\n(other than the defense of payment and the benefit of any statute of
\nlimitations) it may now have or hereafter acquire in any way relating to any or
\nall of the foregoing. It is agreed that the occurrence of any one or more of the
\nfollowing shall not alter or impair the liability of the Guarantors hereunder
\nwhich shall remain absolute and unconditional under any and all circumstances as
\ndescribed above:<\/p>\n

(a) at any time or from time to time, without notice to the Guarantors, the
\ntime for any performance of or compliance with any of the Obligations shall be
\nextended, or such performance or compliance shall be waived;<\/p>\n

(b) any of the acts mentioned in any of the provisions of the Loan Documents,
\nif any, or any other agreement or instrument referred to herein or therein shall
\nbe done or omitted;<\/p>\n

(c) the maturity of any of the Obligations shall be accelerated, or any of
\nthe Obligations shall be amended in any respect, or any right under the Loan
\nDocuments or any other agreement or instrument referred to herein or therein
\nshall be amended or waived in any respect or any other guarantee of any of the
\nObligations or any security therefor shall be released or exchanged in whole or
\nin part or otherwise dealt with;<\/p>\n

(d) any Lien or security interest granted to, or in favor of, the L\/C Issuer
\nor any Lender or the Administrative Agent as security for any of the Obligations
\nshall fail to be perfected; or<\/p>\n

(e) the release of any other Guarantor.<\/p>\n

This Guaranty shall be construed as a continuing, absolute and unconditional
\nguarantee of payment without regard to any right of offset with respect to the
\nObligations at any time or from time to time held by Secured Parties, and the
\nobligations and liabilities of the Guarantors hereunder shall not be conditioned
\nor contingent upon the pursuit by the Secured Parties or any other person at any
\ntime of any right or remedy against the Borrower or against any other person
\nwhich may be or become liable in respect of all or any part of the Obligations
\nor against any collateral security or guarantee therefor or right of offset with
\nrespect thereto. This Guaranty shall remain in full force and effect and be
\nbinding in accordance with and to the extent of its terms upon the Guarantors
\nand the successors and permitted assigns thereof, and shall inure to the benefit
\nof the Secured Parties, and their respective successors and permitted assigns,
\nnotwithstanding that from time to time during the term of this Guaranty there
\nmay be no Obligations (other than unmatured contingent indemnification
\nobligations) outstanding.<\/p>\n

SECTION 2. Remedies<\/em>. The Guarantors, jointly and severally, agree
\nthat, as between the Guarantors and the Lenders, the Obligations, if any, may be
\ndeclared to be forthwith due and payable (and shall be deemed to have become
\nautomatically due and payable in the circumstances provided in Section
\n8.01<\/u> of the Credit Agreement) for purposes of Section 1<\/u>,
\nnot-withstanding<\/p>\n

-2-<\/p>\n

\n

any stay, injunction or other prohibition preventing such declaration (or
\nsuch obligations from becoming automatically due and payable) as against the
\nBorrower and that, in the event of such declaration (or such obligations being
\ndeemed to have become automatically due and payable), such obligations (whether
\nor not due and payable by the Borrower) shall forthwith become due and payable
\nby the Guarantors for purposes of Section 1<\/u>.<\/p>\n

SECTION 3. Instrument for the Payment of Money<\/em>. Each Guarantor
\nhereby acknowledges that this Guaranty constitutes an instrument for the payment
\nof money, and consents and agrees that any Lender or the Administrative Agent,
\nat its sole option, in the event of a dispute by such Guarantor in the payment
\nof any moneys due hereunder, shall have the right to bring a motion-action under
\nNew York CPLR Section 3213.<\/p>\n

SECTION 4. Rights of Lenders. <\/em>Each Guarantor consents and agrees
\nthat the Secured Parties may, at any time and from time to time, without notice
\nor demand, and without affecting the enforceability or continuing effectiveness
\nhereof: (a) amend, extend, renew, compromise, discharge, accelerate or otherwise
\nchange the time for payment or the terms of the Obligations or any part thereof;
\n(b) take, hold, exchange, enforce, waive, release, fail to perfect, sell, or
\notherwise dispose of any security for the payment of this Guaranty or any
\nObligations; (c) apply such security and direct the order or manner of sale
\nthereof as the Administrative Agent, the L\/C Issuer and the Lenders in their
\nsole discretion may determine; and (d) release or substitute one or more of any
\nendorsers or other guarantors of any of the Obligations. Without limiting the
\ngenerality of the foregoing, each Guarantor consents to the taking of, or
\nfailure to take, any action which might in any manner or to any extent vary the
\nrisks of the Guarantors under this Guaranty or which, but for this provision,
\nmight operate as a discharge of the Guarantors.<\/p>\n

SECTION 5. Waiver<\/em>. To the fullest extent permitted by applicable
\nlaw, each Guarantor expressly waives all setoffs and counterclaims and all
\npresentments, demands for payment or performance, notices of nonpayment or
\nnonperformance, protests, notices of protest, notices of dishonor and all other
\nnotices or demands of any kind or nature whatsoever with respect to the
\nObligations, and all notices of acceptance of this Guaranty or of the existence,
\ncreation or incurrence of new or additional Obligations. Each Guarantor waives
\nany and all notice of the creation, renewal, extension, waiver, termination or
\naccrual of any of the Obligations and notice of or proof of reliance by any
\nSecured Party upon this Guaranty or acceptance of this Guaranty, and the
\nObligations, and any of them, shall conclusively be deemed to have been created,
\ncontracted or incurred in reliance upon this Guaranty, and all dealings between
\nthe Borrower and the Secured Parties shall likewise be conclusively presumed to
\nhave been had or consummated in reliance upon this Guaranty. To the fullest
\nextent permitted by applicable law, the Guaranty of each Guarantor hereunder
\nshall not be affected by (a) the failure of any Loan Party to assert any claim
\nor demand or to enforce or exercise any right or remedy against the Borrower or
\nany Guarantor under the provisions of the Credit Agreement, any other Loan
\nDocument or otherwise; (b) any extension, renewal or increase of or in any of
\nthe Obligations; (c) any rescission, waiver, amendment or modification of, or
\nany release from, any of the terms or provisions of this Guaranty, the Credit
\nAgreement, any other Loan Document, any guarantee or any other agreement or
\ninstrument, including with respect to any Guarantor under the Loan Documents;
\n(d) the release of (or the failure to perfect a security interest in) any of the
\nsecurity held by or on behalf of the Administrative Agent or any other Secured
\nParty; or (e) the failure or delay of any Secured Party to exercise any right or
\nremedy against the Borrower or any Guarantor of the Obligations. Each<\/p>\n

-3-<\/p>\n

\n

Guarantor waives (a) any defense arising by reason of any disability or other
\ndefense of the Borrower or any other guarantor, or the cessation from any cause
\nwhatsoever (including any act or omission of any Secured Party) of the liability
\nof the Borrower; (b) any defense based on any claim that such Guarantor153s
\nobligations exceed or are more burdensome than those of the Borrower; (c) any
\nright to proceed against the Borrower, proceed against or exhaust any security
\nfor the Obligations, or pursue any other remedy in the power of any Secured
\nParty whatsoever; (d) any benefit of and any right to participate in any
\nsecurity now or hereafter held by any Secured Party; and (e) to the fullest
\nextent permitted by law, any and all other defenses or benefits that may be
\nderived from or afforded by applicable law limiting the liability of or
\nexonerating guarantors or sureties.<\/p>\n

SECTION 6. Security. <\/em>Each Guarantor authorizes the Administrative
\nAgent to (a) take and hold security for the payment of this Guaranty and the
\nObligations and exchange, enforce, waive and release any such security pursuant
\nto the terms of any other Loan Documents; (b) apply such security and direct the
\norder or manner of sale thereof as it in its sole discretion may determine
\nsubject to the terms of any other Loan Documents; and (c) release or substitute
\nany one or more endorsees, other Guarantors or other obligors pursuant to the
\nterms of any other Loan Documents. In no event shall this Section 6<\/u>
\nrequire any Guarantor to grant security, except as required by the terms of the
\nLoan Documents.<\/p>\n

SECTION 7. Guaranty of Payment. <\/em>Each Guarantor further agrees that
\nits guarantee constitutes a guarantee of payment when due and not of collection,
\nand, to the fullest extent permitted by applicable law, waives any right to
\nrequire that any resort be had by the Administrative Agent or any other Secured
\nParty to any of the security held for payment of the Obligations or to any
\nbalance of any deposit account or credit on the books of the Administrative
\nAgent or any other Secured Party in favor of the Borrower or any other person.
\nThis Guaranty is a continuing guarantee of payment, and shall apply to all
\nObligations whenever arising.<\/p>\n

SECTION 8. No Discharge or Diminishment of Guaranty.<\/em> To the fullest
\nextent permitted by applicable law and except as otherwise expressly provided in
\nthis Guaranty, the Obligations of each Guarantor hereunder shall not be subject
\nto any reduction, limitation, impairment or termination for any reason (other
\nthan (a) the payment in full in cash of the principal of and interest accrued on
\nthe Obligations (other than the aggregate Outstanding Amount of all L\/C
\nObligations), (b) the payment in full in cash of all fees, expenses and other
\namounts due and payable which constituted Obligations (other than the aggregate
\nOutstanding Amount of all L\/C Obligations), (c) the Commitments having expired
\nor irrevocably been terminated and (d) the aggregate Outstanding Amount of all
\nL\/C Obligations having been Cash Collateralized (clauses (a) through (d)
\ncollectively, “Full Satisfaction of the Obligations<\/u>“)), including any
\nclaim of waiver, release, surrender, alteration or compromise of any of the
\nObligations (other than contingent liabilities that are not yet due and
\npayable), and shall not be subject to any defense (other than a defense of
\npayment and the benefit of any statute of limitations) or setoff, counterclaim,
\nrecoupment or termination whatsoever by reason of the invalidity, illegality or
\nunenforceability of the Obligations or otherwise. Without limiting the
\ngenerality of the foregoing, the obligations of each Guarantor hereunder shall,
\nto the fullest extent permitted by applicable law, not be discharged or impaired
\nor otherwise affected by the failure of the Administrative Agent or any other
\nSecured Party to assert any claim or demand or to enforce any remedy under the
\nCredit Agreement, any other Loan Document, any guarantee or any other agreement
\nor instrument, by any<\/p>\n

-4-<\/p>\n

\n

amendment, waiver or modification of any provision of the Credit Agreement or
\nany other Loan Document or other agreement or instrument, by any default,
\nfailure or delay, willful or otherwise, in the performance of the Obligations,
\nor by any other act, omission or delay to do any other act that may or might in
\nany manner or to any extent vary the risk of any Guarantor or that would
\notherwise operate as a discharge of any Guarantor as a matter of law or equity
\n(other than the Full Satisfaction of the Obligations) or which would impair or
\neliminate any right of any Guarantor to subrogation.<\/p>\n

SECTION 9. Defenses Waived. <\/em>To the fullest extent permitted by
\napplicable law, each Guarantor waives any defense based on or arising out of the
\nunenforceability of the Obligations or any part thereof from any cause or the
\ncessation from any cause of the liability (other than Full Satisfaction of the
\nObligations) of the Borrower or any other person. Subject to the terms of the
\nother Loan Documents, the Administrative Agent and the other Secured Parties
\nmay, at their election, foreclose on any security held by one or more of them by
\none or more judicial or nonjudicial sales, accept an assignment of any such
\nsecurity in lieu of foreclosure, compromise or adjust any part of the
\nObligations, make any other accommodation with the Borrower or any other
\nGuarantor or exercise any other right or remedy available to them against the
\nBorrower or any other Guarantor, without affecting or impairing in any way the
\nliability of each Guarantor hereunder except to the extent of the Full
\nSatisfaction of the Obligations. Pursuant to and to the fullest extent permitted
\nby applicable law, each Guarantor waives any defense arising out of any such
\nelection even though such election operates, pursuant to applicable law, to
\nimpair or to extinguish any right of reimbursement or subrogation or other right
\nor remedy of each Guarantor against the Borrower or any other Guarantor or any
\nsecurity.<\/p>\n

SECTION 10. Agreement to Pay; Subrogation; Subordination<\/em>. In
\nfurtherance of the foregoing and not in limitation of any other right that the
\nAdministrative Agent or any other Secured Party has at law or in equity against
\neach Guarantor by virtue hereof, upon the failure of the Borrower or any other
\nLoan Party to pay any Obligation when and as the same shall become due, whether
\nat maturity, by acceleration, after notice of prepayment or otherwise, each
\nGuarantor hereby promises to and will forthwith pay, or cause to be paid, to the
\nAdministrative Agent or such other Secured Party as designated thereby in cash
\nan amount equal to the unpaid principal amount of such Obligations then due,
\ntogether with accrued and unpaid interest and fees on such Obligations. The
\nGuarantors shall not exercise any right of subrogation, contribution, indemnity,
\nreimbursement or similar rights with respect to any payments it makes under this
\nGuaranty until the Full Satisfaction of the Obligations. If any amounts are paid
\nto the Guarantors in violation of the foregoing limitation, then such amounts
\nshall be held in trust for the benefit of the Secured Parties and shall
\nforthwith be paid to the Secured Parties to reduce the amount of the
\nObligations, whether matured or unmatured. In addition, each Guarantor hereby
\nsubordinates the payment of all obligations and indebtedness of the Borrower
\nowing to such Guarantor, whether now existing or hereafter arising, including
\nbut not limited to any obligation of the Borrower to any Guarantor as subrogee
\nof the Secured Parties or resulting from such Guarantor153s performance under this
\nGuaranty, to the Full Satisfaction of the Obligations. If the Secured Parties so
\nrequest, any such obligation or indebtedness of the Borrower to the Guarantors
\nshall be enforced and performance received by the Guarantors as trustee for the
\nSecured Parties and the proceeds thereof shall be paid over to the Secured
\nParties on account of the Obligations, but without reducing or affecting in any
\nmanner the liability of the Guarantors under this Guaranty.<\/p>\n

-5-<\/p>\n

\n

SECTION 11. Obligations Independent.<\/em> The obligations of each
\nGuarantor hereunder are those of primary obligor, and not merely as surety, and
\nare independent of the Obligations and the obligations of any other guarantor,
\nand a separate action may be brought against each Guarantor to enforce this
\nGuaranty whether or not the Borrower or any other person or entity is joined as
\na party.<\/p>\n

SECTION 12. Stay of Acceleration<\/em>. If acceleration of the time for
\npayment of any of the Obligations is stayed, in connection with any case
\ncommenced by or against the Borrower under any Debtor Relief Laws, or otherwise,
\nall such amounts shall nonetheless be payable by the Guarantors immediately upon
\ndemand by the Secured Parties.<\/p>\n

SECTION 13. Condition of Borrower<\/em>. Each Guarantor hereby
\nacknowledges and agrees that it has the sole responsibility for, and has
\nadequate means of, obtaining from the Borrower and any other guarantor such
\ninformation concerning the financial condition, business and operations of the
\nBorrower and any such other guarantors as such Guarantor requires, and that none
\nof the Secured Parties has any duty, and each Guarantor is not relying on the
\nSecured Parties at any time, to disclose to such Guarantor any information
\nrelating to the business, operations or financial condition of the Borrower or
\nany other guarantor (each Guarantor waiving any duty on the part of the Secured
\nParties to disclose such information and any defense relating to the failure to
\nprovide the same).<\/p>\n

SECTION 14. General Limitation on Guaranty Obligations; Right of
\nContribution<\/em>. In any action or proceeding involving any state corporate
\nlaw, or any state, Federal or foreign bankruptcy, insolvency, reorganization,
\nfraudulent transfer, fraudulent conveyance or other law affecting the rights of
\ncreditors generally, if the obligations of any Guarantor under this Guaranty
\nwould otherwise be held or determined to be void, voidable, invalid or
\nunenforceable, or subordinated to the claims of any other creditors, on account
\nof the amount of its liability under this Guaranty, then, notwithstanding any
\nother provision herein or in any other Loan Document to the contrary, the amount
\nof such liability shall, without any further action by any Guarantor, any
\ncreditor or any other Person, be automatically limited and reduced to the
\nhighest amount that is valid and enforceable and not subordinated to the claims
\nof other creditors as determined in such action or proceeding. Each Guarantor
\nhereby agrees to the extent that a Guarantor shall have paid more than its
\nproportionate share of any payment made hereunder (including by way of set off
\nrights being exercised against it), such Guarantor shall be entitled to seek and
\nreceive contribution from and against any other Guarantor hereunder who has not
\npaid its proportionate share of such payment. Each Guarantor153s right of
\ncontribution shall be subject to the terms and conditions of Section 10<\/u>
\nhereof. Other than with respect to instances where the obligations of any
\nGuarantor under this Guaranty would be held or determined to be void, voidable,
\ninvalid or unenforceable, or subordinated to the claims of any other creditors,
\non account of the amount of its liability under this Guaranty, due to any action
\nor proceeding involving any state corporate law, or any state, Federal or
\nforeign bankruptcy, insolvency, reorganization, fraudulent transfer, fraudulent
\nconveyance or other law affecting the rights of creditors generally, the
\nprovision of this Section 14<\/u> shall in no respect limit the obligations
\nand liabilities of any Guarantor to the Administrative Agent and the other
\nSecured Parties, and each Guarantor shall remain liable to the Administrative
\nAgent and the other Secured Parties for the full amount guaranteed by such
\nGuarantor hereunder.<\/p>\n

-6-<\/p>\n

\n

SECTION 15. Covenant; Representations and Warranties<\/em>. Each Guarantor
\nagrees and covenants to, and to cause each of its Subsidiaries to take, or
\nrefrain from taking, each action that is necessary to be taken or not taken, so
\nthat no breach of the agreements and covenants contained in the Credit Agreement
\npertaining to actions to be taken, or not taken, by such Guarantor or any of its
\nSubsidiaries will result. Each Guarantor represents and warrants as to itself
\nthat all representations and warranties relating to it and its Subsidiaries
\ncontained in the Credit Agreement are true and correct in all material respects
\n(except to the extent that such representations and warranties specifically
\nrefer to an earlier date, in which case such representations and warranties are
\ntrue and correct as of such earlier date), provided<\/em> that each reference
\nin any such representation and warranty to the knowledge of the Borrower shall,
\nfor the purposes of this Section 15<\/u>, be deemed to be a reference to such
\nGuarantor153s knowledge.<\/p>\n

SECTION 16. Termination; Reinstatement. <\/em>This Guaranty is a
\ncontinuing and irrevocable guaranty of all Obligations now or hereafter existing
\nand shall remain in full force and effect until the Full Satisfaction of the
\nObligations. Notwithstanding the foregoing, this Guaranty shall continue in full
\nforce and effect or be revived, as the case may be, if any payment by or on
\nbehalf of the Borrower is made (including pursuant to another guaranty), or any
\nof the Secured Parties exercises its right of setoff, in respect of the
\nObligations and such payment or the proceeds of such setoff or any part thereof
\nis subsequently invalidated, declared to be fraudulent or preferential, set
\naside or required (including pursuant to any settlement entered into by any of
\nthe Secured Parties in their discretion) to be repaid to a trustee, receiver or
\nany other party, in connection with any proceeding under any Debtor Relief Laws
\nor otherwise, all as if such payment had not been made or such setoff had not
\noccurred and whether or not the Secured Parties are in possession of or have
\nreleased this Guaranty and regardless of any prior revocation, rescission,
\ntermination or reduction. The obligations of each Guarantor under this
\nSection 16<\/u> shall survive termination of this Guaranty.<\/p>\n

SECTION 17. Binding Effect; Several Agreement; Assignments.
\n<\/em>Whenever in this Guaranty any of the parties hereto is referred to, such
\nreference shall be deemed to include the successors and permitted assigns of
\nsuch party; and all covenants, promises and agreements by or on behalf of each
\nGuarantor that are contained in this Guaranty shall bind and inure to the
\nbenefit of each party hereto and their respective successors and permitted
\nassigns. This Guaranty shall become effective as to each Guarantor when a
\ncounterpart hereof executed on behalf of each Guarantor shall have been
\ndelivered to the Administrative Agent and a counterpart hereof shall have been
\nexecuted on behalf of the Administrative Agent, and thereafter shall be binding
\nupon each Guarantor and the Administrative Agent and their respective successors
\nand permitted assigns, and shall inure to the benefit of each Guarantor, the
\nAdministrative Agent and the other Secured Parties, and their respective
\nsuccessors and permitted assigns, except that neither the Borrower, nor the
\nother Loan Parties shall have the right to assign its rights or obligations
\nhereunder or any interest herein (and any such attempted assignment shall be
\nvoid) without the prior written consent of the Required Lenders. The
\nAdministrative Agent is hereby expressly authorized to, and agrees upon request
\nof the Borrower it will, release any Guarantor from its obligations hereunder
\n(including its Guaranty) in accordance with Section 9.10<\/u> of the Credit
\nAgreement.<\/p>\n

-7-<\/p>\n

\n

SECTION 18. Waivers; Amendment<\/em>.<\/p>\n

(a) No failure or delay of the Administrative Agent in exercising any power
\nor right hereunder shall operate as a waiver thereof, nor shall any single or
\npartial exercise of any such right or power, or any abandonment or
\ndiscontinuance of steps to enforce such a right or power, preclude any other or
\nfurther exercise thereof or the exercise of any other right or power. The rights
\nand remedies of the Administrative Agent hereunder and of the other Secured
\nParties under the other Loan Documents are cumulative and are not exclusive of
\nany rights or remedies that they would otherwise have. No waiver of any
\nprovision of this Guaranty or consent to any departure by any Guarantor
\ntherefrom shall in any event be effective unless the same shall be permitted by
\nparagraph (b) below, and then such waiver or consent shall be effective only in
\nthe specific instance and for the purpose for which given. No notice or demand
\non any Guarantor in any case shall entitle such Guarantor to any other or
\nfurther notice or demand in similar or other circumstances.<\/p>\n

(b) Neither this Guaranty nor any provision hereof may be waived, amended or
\nmodified except pursuant to a written agreement entered into between the
\nGuarantors and the Administrative Agent (with the consent of the Lenders or the
\nRequired Lenders if required under the Credit Agreement).<\/p>\n

SECTION 19. GOVERNING LAW.<\/em><\/strong> THIS GUARANTY
\nSHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF
\nNEW YORK.<\/strong><\/p>\n

SECTION 20. Notices. <\/em>All communications and notices hereunder shall
\nbe in writing and given as provided in Section 10.02<\/u> of the Credit
\nAgreement. All communications and notices hereunder to each Guarantor shall be
\ngiven to it in care of the Borrower at the address set forth in Schedule
\n10.02<\/u> to the Credit Agreement.<\/p>\n

SECTION 21. Survival of Agreement; Severability<\/em>.<\/p>\n

(a) All covenants, agreements, representations and warranties made by the
\nGuarantors herein and in the certificates or other instruments prepared or
\ndelivered in connection with or pursuant to this Guaranty or any other Loan
\nDocument shall be considered to have been relied upon by the Administrative
\nAgent and the other Secured Parties and shall survive the making by the Lenders
\nof the Loans and the issuance of the Letters of Credit by the L\/C Issuer
\nregardless of any investigation made by the Secured Parties or on their behalf,
\nand shall continue in full force and effect as long as the principal of or any
\naccrued interest on any Loan or any other fee or amount payable under this
\nGuaranty or any other Loan Document is outstanding and unpaid or the Commitments
\nhave not been terminated.<\/p>\n

(b) In the event any one or more of the provisions contained in this Guaranty
\nor in any other Loan Document should be held invalid, illegal or unenforceable
\nin any respect, the validity, legality and enforceability of the remaining
\nprovisions contained herein and therein shall not in any way be affected or
\nimpaired thereby (it being understood that the invalidity of a particular
\nprovision in a particular jurisdiction shall not in and of itself affect the
\nvalidity of such provision in any other jurisdiction). The parties shall
\nendeavor in good-faith negotiations to replace<\/p>\n

-8-<\/p>\n

\n

the invalid, illegal or unenforceable provisions with valid provisions the
\neconomic effect of which comes as close as possible to that of the invalid,
\nillegal or unenforceable provisions.<\/p>\n

SECTION 22. Counterparts. <\/em>This Guaranty may be executed in
\ncounterparts, each of which shall constitute an original, but all of which when
\ntaken together shall constitute a single contract, and shall become effective as
\nprovided in Section 17<\/u>. Delivery of an executed signature page to this
\nGuaranty by facsimile or other electronic transmission shall be as effective as
\ndelivery of a manually executed counterpart of this Guaranty.<\/p>\n

SECTION 23. Rules of Interpretation. <\/em>The rules of interpretation
\nspecified in Section 1.02<\/u> of the Credit Agreement shall be applicable to
\nthis Guaranty.<\/p>\n

SECTION 24. Jurisdiction; Consent to Service of Process.<\/em><\/p>\n

(a) Each party hereto irrevocably and unconditionally submits, for itself and
\nits property, to the exclusive jurisdiction of the courts of the state of New
\nYork sitting in New York County and of the United States District Court of the
\nSouthern District of New York, and any appellate court from any thereof, in any
\naction or proceeding arising out of or relating to this Guaranty or any other
\nLoan Document (other than as provided in any mortgage with respect to itself),
\nor for recognition or enforcement of any judgment, and each of the Parties
\nhereto irrevocably and unconditionally agrees that all claims in respect of any
\nsuch action or proceeding may be heard and determined in such New York State
\ncourt or, to the fullest extent permitted by applicable law, in such Federal
\ncourt. Each of the parties hereto agrees that a final judgment in any such
\naction or proceeding shall be conclusive and may be enforced in other
\njurisdictions by suit on the judgment or in any other manner provided by law.\n<\/p>\n

(b) Each party hereto irrevocably and unconditionally waives, to the fullest
\nextent permitted by applicable law, any objection that it may now or hereafter
\nhave to the laying of venue of any action or proceeding arising out of or
\nrelating to this Guaranty or any other Loan Document in any court referred to in
\nparagraph (a) of this section. Each of the parties hereto hereby irrevocably
\nwaives, to the fullest extent permitted by applicable law, the defense of an
\ninconvenient forum to the maintenance of such action or proceeding in any such
\ncourt.<\/p>\n

(c) Each party hereto irrevocably consents to service of process in the
\nmanner provided for notice in Section 20<\/u>. Nothing in this Guaranty will
\naffect the right of any party hereto to serve process in any other manner
\npermitted by applicable law.<\/p>\n

SECTION 25. Waiver of Jury Trial.<\/em><\/strong> EACH
\nPARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY
\nAPPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING
\nDIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS GUARANTY OR ANY OTHER
\nLOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED
\nON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO
\nREPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY
\nOR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK
\nTO ENFORCE THE FOREGOING<\/strong><\/p>\n

-9-<\/p>\n

\n

WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE
\nBEEN INDUCED TO ENTER INTO THIS GUARANTY AND THE OTHER LOAN DOCUMENTS BY, AMONG
\nOTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION
\n25<\/u>.<\/strong><\/p>\n

SECTION 26. Right of Setoff. <\/em>If an Event of Default shall have
\noccurred and be continuing, each Secured Party is hereby authorized at any time
\nand from time to time, after obtaining the prior written consent of the
\nAdministrative Agent, to the fullest extent permitted by law, to set off and
\napply any and all deposits (general or special, time or demand, provisional or
\nfinal) at any time held and other Indebtedness at any time owing by such Secured
\nParty to or for the credit or the account of each Guarantor against any or all
\nthe obligations of such Guarantor now or hereafter existing under this Guaranty
\nand the other Loan Documents held by such Secured Party, irrespective of whether
\nor not the Administrative Agent or any Secured Party shall have made any demand
\nunder this Guaranty or any other Loan Document and although such obligations may
\nbe unmatured. The rights of each Secured Party under this Section 26<\/u> are
\nin addition to other rights and remedies (including other rights of setoff)
\nwhich such Secured Party may have.<\/p>\n

SECTION 27. Taxes.<\/em> The Guarantors, jointly and severally, shall
\ngross up for and shall indemnify the Secured Parties against Indemnified Taxes
\nand Other Taxes to the extent set forth in Sections 3.01<\/u> and 3.07<\/u>
\nof the Credit Agreement.<\/p>\n

SECTION 28. Judgment Currency.<\/em><\/p>\n

(a) Each Guarantor153s obligation hereunder and under the other Loan Documents
\nto make payments in Dollars (pursuant to such obligation, the “Obligation
\nCurrency<\/u>“) shall not be discharged or satisfied by any tender or recovery
\npursuant to any judgment expressed in or converted into any currency other than
\nthe Obligation Currency, except to the extent that such tender or recovery
\nresults in the effective receipt by the Administrative Agent or the respective
\nLender of the full amount of the Obligation Currency expressed to be payable to
\nthe Administrative Agent or such Lender under this Guaranty or the other Loan
\nDocuments. If, for the purpose of obtaining or enforcing judgment against a
\nGuarantor in any court or in any jurisdiction, it becomes necessary to convert
\ninto or from any currency other than the Obligation Currency (such other
\ncurrency being hereinafter referred to as the “Judgment Currency<\/u>“) an
\namount due in the Obligation Currency, the conversion shall be made at the rate
\nof exchange (as quoted by the Administrative Agent or if the Administrative
\nAgent does not quote a rate of exchange on such currency, by a known dealer in
\nsuch currency designated by the Administrative Agent) determined, in each case,
\nas of the Business Day immediately preceding the day on which the judgment is
\ngiven (such Business Day being hereinafter referred to as the “Judgment
\nCurrency Conversion Date<\/u>“).<\/p>\n

(b) If there is a change in the rate of exchange prevailing between the
\nJudgment Currency Conversion Date and the date of actual payment of the amount
\ndue, each Guarantor covenants and agrees to pay, or cause to be paid, such
\nadditional amounts, if any (but in any event not a lesser amount) as may be
\nnecessary to ensure that the amount paid in the Judgment Currency, when
\nconverted at the rate of exchange prevailing on the date of payment, will
\nproduce the amount of the Obligation Currency which could have been purchased
\nwith the amount<\/p>\n

-10-<\/p>\n

\n

of Judgment Currency stipulated in the judgment or judicial award at the rate
\nof exchange prevailing on the Judgment Currency Conversion Date.<\/p>\n

(c) For purposes of determining the rate of exchange for this Section, such
\namounts shall include any premium and costs payable in connection with the
\npurchase of the Obligation Currency.<\/p>\n

SECTION 29. Additional Guarantor Waivers and Agreements<\/em><\/p>\n

(a) Each Guarantor understands and acknowledges that if the Secured Parties
\nforeclose judicially or nonjudicially against any real property security for the
\nObligations, that foreclosure could impair or destroy any ability that such
\nGuarantor may have to seek reimbursement, contribution, or indemnification from
\nthe Borrower or others based on any right such Guarantor may have of
\nsubrogation, reimbursement, contribution, or indemnification for any amounts
\npaid by such Guarantor under this Guaranty. By executing this Guaranty, each
\nGuarantor freely, irrevocably, and unconditionally: (i) waives and relinquishes
\nthat defense and agrees that such Guarantor will be fully liable under this
\nGuaranty even though the Secured Parties may foreclose, either by judicial
\nforeclosure or by exercise of power of sale, any deed of trust securing the
\nObligations; (ii) agrees that such Guarantor will not assert that defense in any
\naction or proceeding which the Secured Parties may commence to enforce this
\nGuaranty; (iii) acknowledges and agrees that the Secured Parties are relying on
\nthis waiver in creating the Obligations, and that this waiver is a material part
\nof the consideration which the Secured Parties are receiving for creating the
\nObligations.<\/p>\n

(b) Each Guarantor waives all rights and defenses (other than the defense of
\npayment and the benefit of any statute of limitations) that such Guarantor may
\nhave because any of the Obligations is secured by real property. This means,
\namong other things: (i) the Secured Parties may collect from such Guarantor
\nwithout first foreclosing on any real or personal property collateral pledged by
\nthe other Loan Parties; and (ii) if the Secured Parties foreclose on any real
\nproperty collateral pledged by the other Loan Parties: (A) the amount of the
\nObligations may be reduced only by the price for which that collateral is sold
\nat the foreclosure sale, even if the collateral is worth more than the sale
\nprice, and (B) the Secured Parties may collect from such Guarantor even if the
\nSecured Parties, by foreclosing on the real property collateral, have destroyed
\nany right such Guarantor may have to collect from the Borrower. This is an
\nunconditional and irrevocable waiver of any rights and defenses (other than the
\ndefense of payment and the benefit of any statute of limitations) such Guarantor
\nmay have because any of the Obligations is secured by real property.<\/p>\n

-11-<\/p>\n

\n

IN WITNESS WHEREOF, the parties hereto have duly executed this Guaranty as of
\nthe day and year first above written.<\/p>\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/tr>\n
\n

Guarantors<\/u><\/strong><\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/tr>\n
\n

GENTIVA CERTIFIED HEALTHCARE CORP.<\/p>\n<\/td>\n<\/tr>\n

\n

GENTIVA HEALTH SERVICES (CERTIFIED), INC.<\/p>\n<\/td>\n<\/tr>\n

\n

GENTIVA HEALTH SERVICES HOLDING CORP.<\/p>\n<\/td>\n<\/tr>\n

\n

GENTIVA HEALTH SERVICES (USA) INC.<\/p>\n<\/td>\n<\/tr>\n

\n

GENTIVA REHAB WITHOUT WALLS, LLC<\/p>\n<\/td>\n<\/tr>\n

\n

GENTIVA SERVICES OF NEW YORK, INC.<\/p>\n<\/td>\n<\/tr>\n

\n

NEW YORK HEALTHCARE SERVICES, INC.<\/p>\n<\/td>\n<\/tr>\n

\n

OHS SERVICE CORP.<\/p>\n<\/td>\n<\/tr>\n

\n

QC-MEDI NEW YORK, INC.<\/p>\n<\/td>\n<\/tr>\n

\n

QUALITY CARE-USA, INC.<\/p>\n<\/td>\n<\/tr>\n

\n

QUALITY MANAGED CARE, INC.<\/p>\n<\/td>\n<\/tr>\n

\n

THE HEALTHFIELD GROUP, INC.<\/p>\n<\/td>\n<\/tr>\n

\n

HEALTHFIELD OPERATING GROUP, INC.<\/p>\n<\/td>\n<\/tr>\n

\n

HEALTHFIELD, INC.<\/p>\n<\/td>\n<\/tr>\n

\n

CHATTAHOOCHEE VALLEY HOME CARE SERVICES, INC.<\/p>\n<\/td>\n<\/tr>\n

\n

CHATTAHOOCHEE VALLEY HOME HEALTH, INC.<\/p>\n<\/td>\n<\/tr>\n

\n

CHMG ACQUISITION CORP.<\/p>\n<\/td>\n<\/tr>\n

\n

CAPITAL HEALTH MANAGEMENT GROUP, INC.<\/p>\n<\/td>\n<\/tr>\n

\n

ACCESS HOME HEALTH OF FLORIDA, INC.<\/p>\n<\/td>\n<\/tr>\n

\n

CAPITAL CARERESOURCES, INC.<\/p>\n<\/td>\n<\/tr>\n

\n

CAPITAL CARERESOURCES OF SOUTH CAROLINA, INC.<\/p>\n<\/td>\n<\/tr>\n

\n

CHMG OF ATLANTA, INC.<\/p>\n<\/td>\n<\/tr>\n

\n

CHMG OF GRIFFIN, INC.<\/p>\n<\/td>\n<\/tr>\n

\n

EASTERN CAROLINA HOME HEALTH AGENCY, INC.<\/p>\n<\/td>\n<\/tr>\n

\n

HOME HEALTH CARE OF CARTERET COUNTY, INC.<\/p>\n<\/td>\n<\/tr>\n

\n

TAR HEEL HEALTH CARE SERVICES, INC.<\/p>\n<\/td>\n<\/tr>\n

\n

TAR HEEL STAFFING, INC.<\/p>\n<\/td>\n<\/tr>\n

\n

HEALTHFIELD HOME HEALTH, INC.<\/p>\n<\/td>\n<\/tr>\n

\n

HEALTHFIELD HOSPICE SERVICES, INC.<\/p>\n<\/td>\n<\/tr>\n

\n

HEALTHFIELD OF SOUTHWEST GEORGIA, INC.<\/p>\n<\/td>\n<\/tr>\n

\n

HEALTHFIELD OF STATESBORO, INC.<\/p>\n<\/td>\n<\/tr>\n

\n

HEALTHFIELD OF TENNESSEE, INC.<\/p>\n<\/td>\n<\/tr>\n

\n

PHHC ACQUISITION CORP.<\/p>\n<\/td>\n<\/tr>\n

\n

HOME HEALTH CARE AFFILIATES OF MISSISSIPPI, INC.<\/p>\n<\/td>\n<\/tr>\n

\n

GILBERT153S HOME HEALTH AGENCY, INC.<\/p>\n<\/td>\n<\/tr>\n

\n

MID-SOUTH HOME CARE SERVICES, INC.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

[Guaranty Agreement]<\/p>\n

\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

MID-SOUTH HOME HEALTH AGENCY, INC.<\/p>\n<\/td>\n<\/tr>\n

\n

MID-SOUTH HOME HEALTH OF GADSDEN, INC.<\/p>\n<\/td>\n<\/tr>\n

\n

TOTAL CARE HOME HEALTH OF LOUISBURG, INC.<\/p>\n<\/td>\n<\/tr>\n

\n

TOTAL CARE HOME HEALTH OF NORTH CAROLINA, INC.<\/p>\n<\/td>\n<\/tr>\n

\n

TOTAL CARE HOME HEALTH OF SOUTH CAROLINA, INC.<\/p>\n<\/td>\n<\/tr>\n

\n

TOTAL CARE SERVICES, INC.<\/p>\n<\/td>\n<\/tr>\n

\n

WIREGRASS HOSPICE CARE, INC.<\/p>\n<\/td>\n<\/tr>\n

\n

HORIZON HEALTH NETWORK LLC<\/p>\n<\/td>\n<\/tr>\n

\n

MID-SOUTH HOME HEALTH AGENCY, LLC<\/p>\n<\/td>\n<\/tr>\n

\n

MID-SOUTH HOME CARE SERVICES, LLC<\/p>\n<\/td>\n<\/tr>\n

\n

WIREGRASS HOSPICE LLC<\/p>\n<\/td>\n<\/tr>\n

\n

WIREGRASS HOSPICE OF SOUTH CAROLINA, LLC<\/p>\n<\/td>\n<\/tr>\n

\n

HOME HEALTH CARE AFFILIATES OF CENTRAL MISSISSIPPI, L.L.C.<\/p>\n<\/td>\n<\/tr>\n

\n

GILBERT153S HOSPICE CARE OF MISSISSIPPI, LLC<\/p>\n<\/td>\n<\/tr>\n

\n

VAN WINKLE HOME HEALTH CARE, INC.<\/p>\n<\/td>\n<\/tr>\n

\n

GILBERT153S HOSPICE CARE, LLC<\/p>\n<\/td>\n<\/tr>\n

\n

HOME HEALTH CARE AFFILIATES, INC.,<\/p>\n

as Guarantors<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

By:<\/p>\n<\/td>\n

<\/td>\n\n

\/s\/ Tony Strange<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n\n

Name: Tony Strange<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n\n

Title: CEO and President<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/tr>\n
\n

ODYSSEY HEALTHCARE, INC.<\/p>\n<\/td>\n<\/tr>\n

\n

ODYSSEY HEALTHCARE HOLDING COMPANY<\/p>\n<\/td>\n<\/tr>\n

\n

ODYSSEY HEALTHCARE OF COLLIER COUNTY, INC.<\/p>\n<\/td>\n<\/tr>\n

\n

ODYSSEY HEALTHCARE OF MANATEE COUNTY, INC.<\/p>\n<\/td>\n<\/tr>\n

\n

ODYSSEY HEALTHCARE OF NORTHWEST FLORIDA, INC.<\/p>\n<\/td>\n<\/tr>\n

\n

ODYSSEY HEALTHCARE OF HILLSBOROUGH COUNTY, INC.<\/p>\n<\/td>\n<\/tr>\n

\n

ODYSSEY HEALTHCARE OF MARION COUNTY, INC.<\/p>\n<\/td>\n<\/tr>\n

\n

ODYSSEY HEALTHCARE OF PINELLAS COUNTY, INC.<\/p>\n<\/td>\n<\/tr>\n

\n

VISTACARE, INC.<\/p>\n<\/td>\n<\/tr>\n

\n

VISTA HOSPICE CARE, INC.<\/p>\n<\/td>\n<\/tr>\n

\n

FHI HEALTH SYSTEMS, INC.<\/p>\n<\/td>\n<\/tr>\n

\n

CARENATION, INC.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

[Guaranty Agreement]<\/p>\n

\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

VISTACARE USA, INC.<\/p>\n<\/td>\n<\/tr>\n

\n

FHI GP, INC.<\/p>\n<\/td>\n<\/tr>\n

\n

FHI LP, INC.,<\/p>\n

as Guarantors<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

By:<\/p>\n<\/td>\n

<\/td>\n\n

\/s\/ Tony Strange<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n\n

Name: Tony Strange<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n\n

Title: CEO and President<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/tr>\n
\n

FAMILY HOSPICE, LTD.<\/p>\n<\/td>\n<\/tr>\n

\n

FHI MANAGEMENT, LTD.,<\/p>\n

as Guarantors<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/tr>\n
\n

By: FHI GP, Inc., its general partner<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

By:<\/p>\n<\/td>\n

<\/td>\n\n

\/s\/ Tony Strange<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n\n

Name: Tony Strange<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n\n

Title: CEO and President<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/tr>\n
\n

ODYSSEY HEALTHCARE OPERATING A, LP<\/p>\n<\/td>\n<\/tr>\n

\n

ODYSSEY HEALTHCARE OPERATING B, LP<\/p>\n<\/td>\n<\/tr>\n

\n

ODYSSEY HEALTHCARE MANAGEMENT, LP,<\/p>\n

as Guarantors<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/tr>\n
\n

By: Odyssey Healthcare GP, LLC, its general partner<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

By:<\/p>\n<\/td>\n

<\/td>\n\n

\/s\/ Tony Strange<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n\n

Name: Tony Strange<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n\n

Title: CEO and President<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/tr>\n
\n

ODYSSEY HEALTHCARE GP, LLC<\/p>\n<\/td>\n<\/tr>\n

\n

ODYSSEY HEALTHCARE LP, LLC<\/p>\n<\/td>\n<\/tr>\n

\n

ODYSSEY HEALTHCARE FORT WORTH, LLC<\/p>\n<\/td>\n<\/tr>\n

\n

ODYSSEY HEALTHCARE DETROIT, LLC<\/p>\n<\/td>\n<\/tr>\n

\n

ODYSSEY HEALTHCARE AUSTIN, LLC<\/p>\n<\/td>\n<\/tr>\n

\n

ODYSSEY HEALTHCARE OF ST. LOUIS, LLC<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

[Guaranty Agreement]<\/p>\n

\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

ODYSSEY HEALTHCARE OF FLINT, LLC<\/p>\n<\/td>\n<\/tr>\n

\n

VISTACARE OF BOSTON, LLC,<\/p>\n

as Guarantors<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

By:<\/p>\n<\/td>\n

<\/td>\n\n

\/s\/ Tony Strange<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n\n

Name: Tony Strange<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n\n

Title: CEO and President<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

BANK OF AMERICA, N.A.,<\/p>\n

as Administrative Agent<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

By:<\/p>\n<\/td>\n

<\/td>\n\n

\/s\/ Alysa Trakas<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n\n

Name: Alysa Trakas<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n\n

Title: Vice President<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

[Guaranty Agreement]<\/p>\n

\n

EXHIBIT A<\/p>\n

to the Guaranty<\/p>\n

[Form of]<\/p>\n

JOINDER AGREEMENT<\/p>\n

[Name of New Pledgor]<\/p>\n

[Address of New Pledgor]<\/p>\n

[Date]<\/p>\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Ladies and Gentlemen:<\/p>\n

Reference is made (i) to that certain Credit Agreement dated as of August 17,
\n2010 (as amended, restated, amended and restated, supplemented or otherwise
\nmodified from time to time, the “Credit Agreement<\/u>“), by and among Gentiva
\nHealth Services, Inc., a Delaware corporation (the “Borrower<\/u>“), each
\nlender from time to time party thereto (collectively, the “Lenders<\/u>” and
\nindividually, a “Lender<\/u>“) and Bank of America, N.A., as Administrative
\nAgent, Swing Line Lender and L\/C Issuer, (ii) to that certain that certain
\nSecurity Agreement (as amended, restated, amended and restated, supplemented or
\notherwise modified from time to time, the “Security Agreement<\/u>“), dated as
\nof August 17, 2010 among the Borrower, the Guarantors party thereto and the
\nAdministrative Agent and (iii) to that certain Guaranty (the “Guaranty<\/u>“)
\ndated as of August 17, 2010 among the Guarantors and the Administrative Agent.
\nCapitalized terms used and not defined herein are used with the meanings
\nassigned to such terms in the Credit Agreement or the Security Agreement, as
\napplicable.<\/p>\n

This Joinder Agreement supplements (i ) the Security Agreement and (ii) the
\nGuaranty and is delivered by the undersigned, [ ] (the “New Pledgor<\/u>“),
\npursuant to Section 3.5<\/u> of the Security Agreement and Section
\n6.12(b)<\/u> of the Credit Agreement. The New Pledgor hereby agrees to be bound
\nas a Guarantor and as a Pledgor party to the Security Agreement by all of the
\nterms, covenants and conditions set forth in the Security Agreement to the same
\nextent that it would have been bound if it had been a signatory to the Security
\nAgreement on the date of the Security Agreement. The New Pledgor also hereby
\nagrees to be bound as a party by all of the terms, covenants and conditions
\napplicable to it set forth in the Guaranty as to the same extent that it would
\nhave been bound if it had been a signatory to the Guaranty on the date of the
\nGuaranty. Without limiting the generality of the foregoing, the New Pledgor
\nhereby<\/p>\n

Ex. A-1<\/p>\n

\n

(i) grants and pledges to the Administrative Agent, as collateral security
\nfor the full, prompt and complete payment and performance when due (whether at
\nstated maturity, by acceleration or otherwise) of the Obligations, a Lien on and
\nsecurity interest in, all of its right, title and interest in, to and under the
\nPledged Collateral and expressly assumes all obligations and liabilities of a
\nGuarantor and Pledgor thereunder and (ii) absolutely, unconditionally,
\nirrevocably, jointly and severally guarantees, as a guaranty of payment and
\nperformance, as a primary obligor and not as a surety, and not merely as a
\nguaranty of collection, prompt payment when due, whether at stated maturity, by
\nrequired prepayment, upon acceleration, demand or otherwise, and at all times
\nthereafter, of any and all of the Obligations. The New Pledgor hereby agrees to
\neach of the covenants applicable to the Pledgors contained in the Security
\nAgreement and the Credit Agreement.<\/p>\n

Annexed hereto are supplements to each of the schedules to the Security
\nAgreement and the Credit Agreement, as applicable, with respect to the New
\nPledgor. Such supplements shall be deemed to be part of the Security Agreement
\nor the Credit Agreement, as applicable.<\/p>\n

This Joinder Agreement and any amendments, waivers, consents or supplements
\nhereto may be executed in any number of counterparts and by different parties
\nhereto in separate counterparts, each of which when so executed and delivered
\nshall be deemed to be an original, but all such counterparts together shall
\nconstitute one and the same agreement.<\/p>\n

All notices, requests and demands to or upon the New Pledgor, the
\nAdministrative Agent or any Lender shall be governed by the terms of Section
\n10.02<\/u> of the Credit Agreement.<\/p>\n

THIS JOINDER AGREEMENT SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND
\nENFORCED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.<\/p>\n

Ex. A-2<\/p>\n

\n

IN WITNESS WHEREOF, the New Pledgor has caused this Joinder Agreement to be
\nexecuted and delivered by its duly authorized officer as of the date first above
\nwritten.<\/p>\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

[NEW PLEDGOR]<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

By:<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

Name:<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n\n

Title:<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

AGREED TO AND ACCEPTED:<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/tr>\n
\n

BANK OF AMERICA, N.A.,<\/p>\n

as Administrative Agent<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

By:<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

Name:<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

Title:<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

[Schedules to be attached]<\/p>\n

Ex. A-3<\/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":[9560,9565],"class_list":["post-41055","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-gentiva-health-services-inc","corporate_contracts_industries-health__home","corporate_contracts_types-finance","corporate_contracts_types-finance__guaranty"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/41055","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=41055"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=41055"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=41055"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=41055"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}