SECURITY BENEFIT CORPORATION

EX-10.1 3 d822362dex101.htm EX-10.1 EX-10.1

Exhibit 10.1

Execution Version


CITIGROUP GLOBAL MARKETS INC.		JPMORGAN CHASE BANK, N.A.
390 Greenwich Street		270 Park Avenue
New York, New York 10013		New York, New York 10017

		J.P. MORGAN SECURITIES LLC
		383 Madison Avenue
		New York, New York 10179

GENERAL ELECTRIC CAPITAL CORPORATION		GUGGENHEIM SECURITIES, LLC
GE CAPITAL MARKETS, INC.		330 Madison Avenue
500 West Monroe Street		New York, NY 10017
Chicago, IL 60661		SECURITY BENEFIT CORPORATION
		1 Security Benefit Place
		Topeka, KS 66636

MORGAN STANLEY SENIOR FUNDING, INC.		BANK OF MONTREAL
1585 Broadway		115 South LaSalle Street
New York, New York 10036		Chicago, IL 60603

		BMO CAPITAL MARKETS CORP.
		3 Times Square
		New York, NY 10036

DEUTSCHE BANK AG NEW YORK BRANCH DEUTSCHE BANK SECURITIES INC. 60 Wall Street New York, New York 10005		SUNTRUST BANK SUNTRUST ROBINSON HUMPHREY, INC. 3333 Peachtree Road Atlanta, GA 30326

October 30, 2014

Kindred Healthcare, Inc.

680 South Fourth Street

Louisville, Kentucky 40202

Attention: Stephen Farber

Project Falcon

Amended and Restated Commitment Letter

Ladies and Gentlemen:

This Amended and Restated Commitment Letter amends and restates in its entirety that certain Commitment Letter (the “Original Commitment Letter”) dated as of October 9, 2014 (the “Original Commitment Letter Date”) and supersedes it in all respects, and the Original Commitment Letter shall be of no further force or effect.

You (the “Borrower” or “you”) have advised each of Citi (as defined below), JPMorgan Chase Bank, N.A. (“JPMCB”), J.P. Morgan Securities LLC (“J.P. Morgan”), General Electric Capital Corporation (“General Electric”), GE Capital Markets, Inc. (“GE Capital”), Guggenheim Securities, LLC (“Guggenheim”), Security Benefit Corporation (or any of its designated affiliates, “SBC”) Morgan Stanley Senior Funding, Inc. (“MSSF”), Bank of Montreal (“Bank of Montreal”), BMO Capital Markets Corp. (“BMO”), Deutsche Bank AG New York Branch (“DBNY”), Deutsche Bank Securities Inc. (“DBSI”), SunTrust Bank (“SunTrust”) and SunTrust Robinson Humphrey, Inc. (“STRH”) and, collectively with Citi, JPMCB, J.P. Morgan, General Electric, GE Capital, Guggenheim, SBC, MSSF, Bank of Montreal, BMO, DBNY, DBSI and SunTrust, the “Commitment Parties,” “we” or “us”) that you, one of your direct or indirect wholly owned subsidiaries (“Merger Sub”) and Gentiva Health Services, Inc., a Delaware corporation (the “Target”), have entered into a merger agreement dated as of October 9, 2014 (together with all exhibits, schedules, annexes and disclosure schedules thereto, collectively, the “Transaction Agreement”) pursuant to which Merger Sub will merge with and into the Target, with the Target continuing as the surviving corporation (the “Acquisition”). You have further advised us that, in connection with the foregoing, you intend to consummate the other transactions described in the Transaction Description attached hereto as Exhibit A (the “Transaction Description”). Capitalized terms used but not defined herein shall have the meanings assigned to them in the Transaction Description and in the Summaries of Principal Terms and Conditions attached hereto as Exhibits B and C (the “Term Sheets”; together with this commitment letter, the Transaction Description and the Summary of Additional Conditions attached hereto as Exhibit D, collectively, the “Commitment Letter”).

For purposes of this Commitment Letter, “Citi” shall mean Citigroup Global Markets Inc., Citibank, N.A., Citigroup USA, Inc., Citigroup North America, Inc. and/or any of their affiliates as Citi shall determine to be appropriate to provide the services contemplated herein.

In connection with the Transactions, (w) each of Citi, JPMCB and General Electric (each, an “Initial Term Lender” and collectively, the “Initial Term Lenders”) is pleased to advise you of its several, but not joint, commitment to provide to you 35.0%, 35.0% and 30.0%, respectively, of the Refinancing Term Loan Facility, (y) each of Citi and JPMCB (each, an “Initial ABL Lender” and collectively, the “Initial ABL Lenders” and together with the Initial Term Lenders, the “Bank Initial Lenders”) is pleased to advise you of its several, but not joint, commitment to provide to you 50.0% of the Refinancing ABL Facility and (z) each of Citi, JPMCB, SBC, MSSF, Bank of Montreal, DBNY and SunTrust (each a “Bridge Initial Lender” and collectively, the “Bridge Initial Lenders” and, together with the Bank Initial Lenders, each an “Initial Lender” and collectively, the “Initial Lenders”) is pleased to advise you of its several, but not joint, commitment to provide to you 35.0%, 35.0%, 7.5%, 7.5%, 5.0%, 5.0% and 5.0%, respectively, of the Bridge Facility (the date of the initial funding of the applicable Facilities and the closing of the Acquisition, the “Closing Date”). In addition, in connection with the Transactions, the Bank Arrangers (as defined below) are pleased to advise you of their agreement to use commercially reasonable efforts to arrange the Acquisition Amendments and the necessary consents for the effectiveness thereof.

It is agreed that (i) each of Citi, J.P. Morgan and GE Capital will act as a joint lead arranger and joint bookrunner for the Refinancing Term Loan Facility and for the Term Loan Amendment (in such capacity, each, a “Term Loan Arranger” and, collectively, the “Term Loan Arrangers”), (ii) each of Citi and J.P. Morgan will act as a joint lead arranger and joint bookrunner for the Refinancing ABL Facility and for the ABL Amendment (in such capacity, each, an “ABL Arranger” and collectively, the “ABL Arrangers” and, together with the Term Loan Arrangers, the “Bank Arrangers”), (iii) each of Citi, J.P. Morgan, Guggenheim and MSSF will act as a joint lead arranger and joint bookrunner for the Bridge Facility (each, a “Bridge Lead Arranger” and, collectively, the “Bridge Lead Arrangers” and, together

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with the Bank Arrangers, each a “Lead Arranger” and, collectively, the “Lead Arrangers”), (iv) each of BMO, DBSI and STRH will act as a co-manager for the Bridge Facility (collectively with the Bridge Lead Arrangers, each a “Bridge Arranger” and, collectively, the “Bridge Arrangers” and, together with the Bank Arrangers, the “Arrangers”), (v) JPMCB will act as administrative agent and collateral agent for the Bank Facilities and (vi) Citi will act as administrative agent for the Bridge Facility. It is further agreed that (x) Citi will have “left” placement in any marketing materials or other documentation used in connection with the Bridge Facility and J.P. Morgan will have placement to the immediate “right” of Citi in such materials and (y) J.P. Morgan will have “left” placement in any marketing materials or other documentation used in connection with the Bank Facilities and Citi will have placement to the immediate “right” of J.P. Morgan in any such materials.

You agree that, as a condition to the commitments and agreements hereunder, no other agents, co-agents or arrangers will be appointed, no other titles will be awarded and no compensation (other than that expressly contemplated by this Commitment Letter, the Fee Letter referred to below and any syndication agency fee letter) will be paid to any Lender in order to obtain its commitment to participate in the Facilities unless you and we shall so agree.

We intend to syndicate the Facilities to a group of lenders (together with the Initial Lenders, the “Lenders”) identified by us in consultation with you, it being understood that we will not syndicate to those persons identified by you in writing to the Lead Arrangers (or to their affiliates) prior to the Original Commitment Letter Date (or, if after the Original Commitment Letter Date, only if the addition of such persons is reasonably acceptable to the Lead Arrangers) (such persons, collectively (including their affiliates that are clearly identifiable on the basis of such affiliate’s name or identified in writing to the Lead Arrangers from time to time), the “Disqualified Institutions”). Notwithstanding any other provision of this Commitment Letter to the contrary, unless you and we so agree (a) no Commitment Party shall be relieved or novated from its obligations hereunder in connection with any syndication or assignment until after the Closing Date, (b) no such assignment or novation shall become effective with respect to any portion of any Commitment Party’s commitment in respect of the Facilities until the initial funding of the Facilities on the Closing Date, and (c) unless the Borrower agrees in writing, each Commitment Party shall retain exclusive control over all rights and obligations with respect to its commitments, including all rights with respect to consents, modifications and amendments, until the Closing Date has occurred.

We intend to commence syndication efforts promptly, and you agree, from the Original Commitment Letter Date to the earlier of 60 days after the Closing Date and a Successful Syndication (as defined in the Fee Letter) (such date, the “Syndication Date”) actively to assist us in completing a syndication reasonably satisfactory to us. Such assistance shall include (a) your using commercially reasonable efforts to ensure that the syndication efforts benefit materially from your existing banking relationships and those of the Target, (b) direct contact between senior management of the Borrower and the proposed Lenders (and your using commercially reasonable efforts to ensure such contact between senior management and non-legal advisors of the Target and the proposed Lenders), (c) as set forth in the next paragraph, assistance from the Borrower and its subsidiaries (and your using commercially reasonable efforts to cause Target and its subsidiaries to assist) in the preparation of materials to be used in connection with the syndication (collectively, with the Term Sheets, the “Information Materials”), and (d) the hosting, with us and senior management of the Borrower and the use of commercially reasonable efforts to arrange the hosting, with us and senior management of the Target, of one or more meetings of prospective Lenders. Prior to Syndication Date, there shall be no competing offering, placement or arrangement of any debt securities (including convertible debt securities) or bank financing by or on behalf of the Borrower, the Target or any of their respective subsidiaries (other than (i) the Senior Notes or any other debt securities contemplated by the Fee Letter (as defined below) or (ii) any other indebtedness of the Target and its subsidiaries permitted to be incurred pursuant to the Transaction Agreement). Such assistance shall also

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include you using commercially reasonable efforts to obtain, at your expense, corporate credit or family ratings of the Borrower after giving effect to the Transactions and monitored public ratings of the Bank Facilities and the Senior Notes from Moody’s Investors Service (“Moody’s”) and Standard & Poor’s Ratings Group (“S&P”) at least 15 business days prior to the Closing Date. Notwithstanding anything to the contrary contained in this Commitment Letter or the Fee Letter, none of the compliance with any of the provisions of this Commitment Letter (other than the applicable conditions set forth in Exhibit D hereto), the obtaining of the ratings described above or the commencement or completion of the syndication of the Facilities shall constitute a condition precedent to the funding of any Facility on the Closing Date.

You will assist us in preparing Information Materials, including confidential information memoranda, for distribution to prospective Lenders by posting on IntraLinks, SyndTrak Online or another similar electronic system (the “Platform”) (with (x) Citi’s name appearing on the left hand side of any Information Materials and other documentation used in connection with the Bridge Facility and Citi holding the leading role and responsibilities associated with such left placement including maintaining physical books in respect of the Bridge Facility and (y) J.P. Morgan’s name appearing on the left hand side of any Information Materials and other documentation used in connection with the Bank Facilities and J.P. Morgan holding the leading role and responsibilities associated with such left placement including maintaining physical books in respect of the Bank Facilities ). You also will assist us in preparing an additional version of the Information Materials (the “Public-Side Version”) to be used by prospective Lenders’ public-side employees and representatives (“Public-Siders”) who do not wish to receive material non-public information (within the meaning of United States federal securities laws) with respect to the Borrower, the Target, their respective affiliates and any of their respective securities (“MNPI”) and who may be engaged in investment and other market related activities with respect to any such entity’s securities or loans. Before distribution of any Information Materials, you agree to execute and deliver to us (i) a letter in which you authorize distribution of the Information Materials to a prospective Lender’s employees willing to receive MNPI (“Private-Siders”) and (ii) a separate letter in which you authorize distribution of the Public-Side Version to Public-Siders and represent that no MNPI is contained therein (which letter, in each case, shall include a customary “10b-5” representation). Each confidential information memorandum shall exculpate us with respect to any liability related to the use of the content of such confidential information memorandum or any related marketing material by the recipients thereof. You also acknowledge that Public-Siders employed by the Arrangers or their respective affiliates, consisting of publishing debt analysts, may participate in any public side meetings or telephone conference calls held pursuant to clause (d) of the immediately previous paragraph; provided that such analysts shall not publish any information obtained from such meetings or calls until the syndication of the Facilities has been completed upon making of allocations by the Arrangers and the Arrangers freeing the Facilities to trade.

The Borrower agrees that the following documents may be distributed to both Private- Siders and Public-Siders, including through a Platform designated “Public-Siders”, unless the Borrower advises the Lead Arrangers in writing (including by email) within a reasonable time prior to their intended distribution that such materials should only be distributed to Private-Siders: (a) administrative materials prepared by the Lead Arrangers for prospective Lenders (such as a lender meeting invitation, lender allocation, if any, and funding and closing memoranda), (b) term sheets and notification of changes in the Facilities’ terms and conditions and (c) other materials intended for prospective Lenders after the initial distribution of Information Materials. If you advise us that any of the foregoing should be distributed only to Private-Siders, then Public-Siders will not receive such materials without further discussions with you.

The Borrower hereby authorizes the Commitment Parties to distribute drafts of definitive documentation with respect to the Facilities to Private-Siders and Public-Siders.

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The Lead Arrangers will manage, in consultation with you, all aspects of the syndication, including decisions as to the selection of institutions to be approached and when they will be approached, when their commitments will be accepted, which institutions will participate, the allocation of the commitments among the Lenders and the amount and distribution of fees among the Lenders. The Lead Arrangers will have no responsibility in such capacity other than to arrange the syndication as set forth herein and in no event shall be subject to any fiduciary or other implied duties. The Borrower agrees that it will not assert any claim against any Arranger based on an alleged breach of fiduciary duty by such Arranger in connection with this Commitment Letter or the transactions contemplated hereby. Additionally, the Borrower acknowledges and agrees that none of the Arrangers is advising the Borrower as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Borrower shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Arrangers shall not have any responsibility or liability to the Borrower with respect thereto.

In addition, you acknowledge that Citi has been retained by you as a financial advisor in connection with the Acquisition (in such capacity, the “Financial Advisor”). You agree to such retention, and further agree not to assert any claim you might allege based on any actual or potential conflicts of interest that might be asserted to arise or result from, on the one hand, the engagement of the Financial Advisor and/or its affiliates’ arranging or providing or contemplating arranging or providing financing for a competing bidder and, on the other hand, our and our affiliates’ relationships with you as described and referred to herein.

To assist us in our syndication efforts, you agree promptly to prepare and provide to us (and use commercially reasonable efforts to cause the Target to provide to us) all information with respect to the Borrower and its subsidiaries, the Target and the Transactions, including all customary and reasonably available financial information and projections (the “Projections”), as we may reasonably request in connection with the arrangement and syndication of the Facilities. You hereby represent and covenant that (a) all written information concerning the Borrower and its subsidiaries and, to the best of your knowledge, the Target and its subsidiaries (including the Information Materials), other than the Projections and other forward looking information and information of a general economic or industry-specific nature, that has been or will be made available by you or any of your representatives pursuant to the immediately preceding sentence (the “Information”), taken as a whole, does not or will not, when furnished, after giving effect to all supplements and updates provided thereto, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements contained therein not materially misleading in light of the circumstances under which such statements are made and (b) the Projections that have been or will be made available to us by you or any of your representatives have been or will be prepared in good faith based upon assumptions you believed to be reasonable at the time made; it being recognized by the Lenders that such Projections are as to future events and are not to be viewed as facts and are subject to significant uncertainties and contingencies many of which are beyond your control, and that actual results during the period or periods covered by any such Projections may differ significantly from the projected results and such differences may be material. You agree that if prior to the later of the Closing Date and the Syndication Date you become aware that any of the representations and warranties in the preceding sentence would be incorrect if the Information and the Projections were then being furnished, and such representations were then being made, then you will promptly supplement the Information and the Projections such that (with respect to the Information relating to the Borrower and its subsidiaries and, to the best of your knowledge, the Target and its subsidiaries) such representations and warranties are correct under those circumstances. You understand that in arranging and syndicating the Facilities we may use and rely on the Information and Projections without independent verification thereof.

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As consideration for the commitments and agreements of the Commitment Parties hereunder, you agree to cause to be paid, on the terms and subject to the conditions set forth therein, the nonrefundable fees set forth in the Term Sheets and in that certain Amended and Restated Fee Letter between you and the Commitment Parties, dated as of the date hereof and delivered herewith (the “Fee Letter”).

Each Commitment Party’s commitments and agreements hereunder are subject solely to the applicable conditions set forth in Exhibit D hereto, and upon satisfaction (or waiver by the Commitment Parties) of such conditions, the initial funding of the applicable Facilities shall occur. Those matters that are not covered by the provisions thereof are subject to the approval and agreement of the Commitment Parties and the Borrower.

Notwithstanding anything in this Commitment Letter, the Fee Letter, the definitive documentation with respect to the Facilities (the “Credit Documentation”) or any other letter agreement or other undertaking concerning the financing of the Transactions to the contrary, (i) the only representations relating to the Borrower, the Target, its and their respective subsidiaries and its and their respective businesses the accuracy of which shall be a condition to the availability of the Facilities on the Closing Date shall be (A) such of the representations made by the Target in the Transaction Agreement as are material to the interests of the Lenders, but only to the extent that the Borrower or one of its subsidiaries has the right to terminate its obligations under the Transaction Agreement as a result of a breach of such representations in the Transaction Agreement (to such extent, the “Specified Transaction Agreement Representations”) and (B) the Specified Representations (as defined below) made by the Borrower and the Guarantors (as defined in the Term Sheets) in the Credit Documentation, and (ii) the terms of the Credit Documentation shall be in a form such that they do not impair the availability of the Facilities on the Closing Date if the applicable conditions set forth in Exhibit D hereto are satisfied (it being understood that, to the extent any security interest in any Collateral (as defined in the Term Sheets) is not or cannot be provided and/or perfected on the Closing Date (other than the pledge and perfection of the security interests (1) in the equity securities of the Target or any subsidiaries of the Target (to the extent required by the Term Sheets and provided that stock certificates of the Target’s subsidiaries shall only be required to be delivered on the Closing Date to the extent received from the Target after your use of commercially reasonable efforts to obtain the same) and (2) in other assets with respect to which a lien may be perfected by the filing of a financing statement under the Uniform Commercial Code) after your use of commercially reasonable efforts to do so without undue burden or expense, then the provision and/or perfection of a security interest in such Collateral shall not constitute a condition precedent to the availability of the Facilities on the Closing Date, but instead shall be required to be delivered after the Closing Date pursuant to arrangements and timing to be mutually agreed by the Lead Arrangers and the Borrower acting reasonably (and in any event within 90 days after the Closing Date or such longer period as may be reasonably agreed by the Lead Arrangers). For purposes hereof, “Specified Representations” means the representations and warranties of the Borrower and the Guarantors set forth in the Credit Documentation relating to requisite power and authority, due authorization, execution, delivery and enforceability, in each case, related to, the entering into and performance of the Credit Documentation; solvency as of the Closing Date (after giving effect to the Transactions) of the Borrower and its subsidiaries on a consolidated basis; that the entering into and performance of the Facilities will not conflict with organizational documents of the Borrowers or the Guarantors; Federal Reserve margin regulations; the Investment Company Act; PATRIOT Act; OFAC; FCPA; subject to the provisions of this paragraph, creation, validity and perfection of security interests in the Collateral; and the status of the Bank Facilities and the guarantees thereof as senior debt. This paragraph, and the provisions herein, shall be referred to as the “Closing Date Conditions Provisions”.

You agree (a) to indemnify and hold harmless each Commitment Party and its affiliates, and their respective directors, officers, employees, advisors, and agents (each, an “indemnified person”) from and against any and all losses, claims, damages and liabilities to which any such indemnified person

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may become subject arising out of or in connection with the Original Commitment Letter, this Commitment Letter, the Facilities, the use of the proceeds thereof, the Transactions or any related transaction or any claim, litigation, investigation or proceeding relating to any of the foregoing, regardless of whether any indemnified person is a party thereto, and to reimburse each indemnified person upon demand for any legal or other expenses incurred in connection with investigating or defending any of the foregoing; provided that the foregoing indemnity will not, as to any indemnified person, apply to losses, claims, damages, liabilities or related expenses to the extent they are found by a final, non-appealable judgment of a court to arise from the willful misconduct, bad faith or gross negligence of such indemnified person, and (b) whether or not the Transactions are consummated, to reimburse each Commitment Party and its affiliates on demand for all reasonable and invoiced out-of-pocket expenses (including due diligence expenses, syndication expenses, consultant’s fees and expenses, travel expenses, and reasonable fees, charges and disbursements of counsel) incurred in connection with the Facilities and any related documentation (including the Original Commitment Letter, this Commitment Letter, the Fee Letter and the definitive financing documentation) or the administration, amendment, modification or waiver thereof (such reimbursed expenses of the Commitment Parties and its affiliates, in the event the Transactions are not consummated, not to exceed $1,000,000 in the aggregate). You acknowledge that information and documents relating to the Facilities may be transmitted through SyndTrak, Intralinks, the internet, e-mail, or similar electronic transmission systems, and, notwithstanding anything herein to the contrary, no indemnified person shall be liable for any damages arising from the use by others of Information or other materials obtained through electronic, telecommunications or other information transmission systems (except to the extent arising from the willful misconduct, bad faith or gross negligence of such indemnified person or a material breach of the obligations under this Commitment Letter or the Fee Letter by such indemnified person) or for any special, indirect, consequential or punitive damages in connection with the Facilities.

Each Commitment Party and its affiliates shall use all non-public information provided to it or its affiliates by or on behalf of you hereunder or in connection with the transactions contemplated hereunder solely for the purpose of providing the services that are the subject of this Commitment Letter and shall treat confidentially all such information, except in each case for information that was or becomes publicly available other than by reason of disclosure by such Commitment Party or its affiliates or related parties in violation of any confidentiality obligations owing to you, the Target or any of your or their respective affiliates (including those set forth in this paragraph) or was or becomes available to such Commitment Party or its affiliates from a source which is not known by such Commitment Party to be subject to a confidentiality obligation to you, the Target or any of your or their respective affiliates, provided that nothing herein shall prevent such Commitment Party from disclosing any such information (i) to rating agencies in consultation and coordination with you, (ii) to any Lenders, assignees or participants or prospective lenders, assignees or participants (other than, in the case of assignees or prospective assignees, Disqualified Institutions), (iii) pursuant to the order of any court or administrative agency or in any pending legal or administrative proceeding (in which case such Commitment Party agrees (except with respect to any audit or examination conducted by bank accountants or any regulatory authority exercising examination or regulatory authority) to promptly notify you to the extent practicable if it is lawfully permitted to do so), (iv) upon the request or demand of any regulatory authority having jurisdiction over such Commitment Party or any of its affiliates (in which case such Commitment Party agrees to promptly notify you to the extent lawfully permitted to do so), (v) to such Commitment Party’s employees, legal counsel, independent auditors and other experts or agents who need to know such information and are informed of the confidential nature of such information, (vi) to any of its affiliates (with such Commitment Party being responsible for such affiliate’s compliance with this paragraph), (vii) to any other Commitment Party, (viii) for purposes of establishing a “due diligence” defense, (ix) to the extent that such information becomes publicly available other than by reason of improper disclosure by a Commitment Party or any of its affiliates in violation of any confidentiality obligations owing to you, the Target or any of your or their affiliates, (x) to the extent that such information is received by a Commitment Party

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from a third party that is not, to such Commitment Party’s knowledge, subject to contractual or fiduciary confidentiality obligations owing to you, the Target or any of your or their affiliates with respect to such information and (xi) to the extent that such information is independently developed by a Commitment Party or any of its affiliates, so long as not based on information obtained in a manner that would otherwise violate this provision; provided, further, that the disclosure of any such information pursuant to clause (ii) above shall be made subject to the acknowledgment and acceptance by such person that such information is being disseminated on a confidential basis (on substantially the terms set forth in this paragraph or as is otherwise reasonably acceptable to you and the Commitment Parties) in accordance with the standard syndication processes of the Commitment Parties or customary market standards for dissemination of such type of information, which shall in any event require “click through” or other affirmative actions on the part of the recipient to access such information. This undertaking by each Commitment Party shall automatically terminate on the earlier of (x) one year following the Closing Date or the termination of such Commitment Party’s commitments hereunder or (y) two years from the Original Commitment Letter Date. The provisions contained in this paragraph shall remain in full force and effect notwithstanding the termination of this Commitment Letter.

In addition, you acknowledge that the rights and obligations that you and your affiliates may have in respect of and to us or our respective affiliates under any credit facility, including under the Existing Term Loan Agreement and the Existing ABL Credit Agreement), or any other agreement are separate from the rights and obligations of you and your affiliates under this Commitment Letter and will not be affected by our services hereunder. You acknowledge that each Commitment Party and its affiliates (the term “Commitment Party” as used below in this paragraph being understood to include such affiliates) may currently or in the future participate in other debt or equity transactions on behalf of or render financial advisory services to you or your subsidiaries or affiliates (including acting as a lender under the Existing Term Loan Credit Agreement and/or Existing ABL Credit Agreement), or other companies in respect of which you may have conflicting interests regarding the transactions described herein and otherwise. No Commitment Party will use confidential information obtained from you by virtue of the transactions contemplated hereby or its other relationships with you in connection with the performance by such Commitment Party of services for other companies, and no Commitment Party will furnish any such information to other companies. You also acknowledge that no Commitment Party has any obligation to use in connection with the transactions contemplated hereby, or to furnish to you, confidential information obtained from other companies. You further acknowledge that each Commitment Party is a full service securities firm and may from time to time effect transactions, for its own or its affiliates’ account or the account of customers, and hold positions in loans, securities or options on loans or securities of the Borrower and its affiliates and of other companies that may be the subject of the transactions contemplated by this Commitment Letter. You further acknowledge and agree that (a) no fiduciary, advisory or agency relationship between you and the Commitment Parties is intended to be or has been created in respect of any of the transactions contemplated by this Commitment Letter, irrespective of whether any Commitment Party has advised or is advising you on other matters, (b) the Commitment Parties on the one hand, and you, on the other hand, have an arm’s-length business relationship that does not directly or indirectly give rise to, nor do you rely on, any fiduciary duty on the part of the Commitment Parties, (c) you are capable of evaluating and understanding, and you understand and accept, the terms, risks and conditions of the transactions contemplated by this Commitment Letter and (d) you have been advised that the Commitment Parties are engaged in a broad range of transactions that may involve interests that differ from your interests and that no Commitment Party has an obligation to disclose such interests and transactions to you by virtue of any fiduciary, advisory or agency relationship.

Each Commitment Party may employ the services of its affiliates in providing certain services hereunder and, in connection with the provision of such services, may exchange with such affiliates information concerning you and the other companies that may be the subject of the transactions contemplated by this Commitment Letter, and, to the extent so employed, such affiliates shall be entitled to

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the benefits afforded such Commitment Party hereunder. You also agree that each Commitment Party may at any time and from time to time assign all or any portion of its commitments hereunder to one or more of its affiliates; provided that such Commitment Party will not be relieved of all or any portion of its commitments hereunder prior to the initial funding of the Facilities.

This Commitment Letter shall not be assignable by you without the prior written consent of each Commitment Party (and any purported assignment without such consent shall be null and void), is intended to be solely for the benefit of the parties hereto and is not intended to confer any benefits upon, or create any rights in favor of, any person other than the parties hereto and the indemnified persons. This Commitment Letter may not be amended or waived except by an instrument in writing signed by you and each Commitment Party. This Commitment Letter may be executed in any number of counterparts, each of which shall be an original, and all of which, when taken together, shall constitute one agreement. Delivery of an executed signature page of this Commitment Letter by facsimile transmission or electronic “.pdf” file shall be effective as delivery of a manually executed counterpart hereof. This Commitment Letter, the Fee Letter and any syndication agency letters are the only agreements that have been entered into among us with respect to the Facilities and set forth the entire understanding of the parties with respect thereto.

This Commitment Letter shall be governed by, and construed and interpreted in accordance with, the laws of the State of New York; provided, however, that (a) the interpretation of the definition of “Material Adverse Effect” (as defined in Exhibit D hereto) and whether or not a Material Adverse Effect has occurred, (b) the accuracy of any Specified Transaction Agreement Representations and whether as a result of any inaccuracy thereof you or your subsidiaries have the right to terminate your or its obligations under the Transaction Agreement and (c) whether the Acquisition has been consummated in accordance with the terms of the Transaction Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, regardless of the laws that might otherwise govern under applicable principles of conflicts of laws thereof. Each party hereto consents to the exclusive jurisdiction and venue of the state or federal courts located in the Borough of Manhattan in the City of New York with respect to any action, suit or proceeding in connection with this Commitment Letter and the Fee Letter, and agrees not to bring or support any such action, suit or proceeding in any other court. Each party hereto irrevocably waives, to the fullest extent permitted by applicable law, (a) any objection that it may now or hereafter have to the laying of venue of any such legal proceeding in the state or federal courts located in the City of New York and the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court, and (b) any right it may have to a trial by jury in any suit, action, proceeding, claim or counterclaim brought by or on behalf of any party related to or arising out of this Commitment Letter or the Fee Letter, the transactions contemplated hereby or the performance of services hereunder.

This Commitment Letter is delivered to you on the understanding that neither this Commitment Letter or the Fee Letter nor any of their terms or substance shall be disclosed, directly or indirectly, to any other person (including, without limitation, other potential providers or arrangers of financing) except (a) to your officers, directors, agents, attorneys and advisors and, on a confidential basis, those of the Target, who are directly involved in the consideration of this matter (provided that any disclosure of the Fee Letter or its terms or substance to the Target shall be redacted in a manner reasonably satisfactory to the Commitment Parties); (b) as may be compelled in a judicial or administrative proceeding or as otherwise required by law (in which case you agree to inform us promptly thereof, to the extent permitted by law), (c) this Commitment Letter may be disclosed in any proxy or other public filing relating to the Transactions and in any prospectus or offering memorandum relating to the Senior Notes or any other offering, (d) the fees contained in the Fee Letter may be disclosed as part of a generic disclosure of aggregate sources and uses related to fee amounts to the extent required in marketing materials, any proxy or other public filing or any prospectus or other offering memorandum, (e) this Commitment Letter may be

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disclosed to rating agencies in connection with obtaining ratings for the Borrower and the Facilities, (f) you may disclose this Commitment Letter and its contents (but not the Fee Letter) to the extent that such information becomes publicly available other than by reason of improper disclosure by you in violation of any confidentiality obligations hereunder and (g) if the Commitment Parties consent in writing to such proposed disclosure.

The compensation, reimbursement, indemnification, syndication, confidentiality, jurisdiction, governing law, venue and waiver of jury trial provisions contained herein and in the Fee Letter and any other provision herein or therein which by its terms expressly survives the termination of this Commitment Letter shall remain in full force and effect regardless of whether definitive financing documentation shall be executed and delivered and notwithstanding the termination of this Commitment Letter or the commitments hereunder; provided, however, that your obligations under this Commitment Letter (other than your obligations with respect to (a) assistance to be provided in connection with the syndication thereof (including supplementing and/or correcting information and Projections) prior to the Syndication Date and (b) confidentiality of the Fee Letter and the contents thereof) shall automatically terminate and be superseded by the provisions of the Credit Documentation upon the initial funding thereunder, and you shall automatically be released from all liability in connection therewith at such time. You may terminate this Commitment Letter and the Initial Lenders’ commitments with respect to the Facilities (in full but not in part) at any time subject to the provisions of the prior sentence.

We hereby notify you that pursuant to the requirements of the U.S.A. Patriot Act, Title III of Pub. L. 107-56 (signed into law October 26, 2001) (the “Patriot Act”), we are and each other Lender is required to obtain, verify and record information that identifies the Borrower and its subsidiary guarantors, which information includes the name, address, tax identification number and other information regarding the Borrower and its subsidiary guarantors that will allow any of us or such Lender to identify the Borrower and its subsidiary guarantors in accordance with the Patriot Act. This notice is given in accordance with the requirements of the Patriot Act and is effective as to us and each Lender.

In the event that the initial borrowings in respect of the Bank Facilities do not occur on or before the earliest of (i) March 31, 2015, (ii) the time at which the Transaction Agreement has been irrevocably terminated in accordance with its terms and (iii) the consummation of the Acquisition and the payment of consideration therefor, then this Commitment Letter and the commitments and undertakings of each of the Commitment Parties hereunder shall automatically terminate unless each of them shall, in their discretion, agree to an extension (such earlier date, the “End Date”).

[Remainder of Page Intentionally Left Blank]

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We are pleased to have been given the opportunity to assist you in connection with this important financing.

Very truly yours,


CITIGROUP GLOBAL MARKETS INC.

By:		/s/ Thomas Cole
		Name: Thomas Cole
		Title: Managing Director


JPMORGAN CHASE BANK, N.A.

By:		/s/ Dawn Lee Lum
		Name: Dawn Lee Lum
		Title: Executive Director

J.P. MORGAN SECURITIES LLC

By:		/s/ Lauren Camp
		Name: Lauren Camp
		Title: Managing Director


GENERAL ELECTRIC CAPITAL CORPORATION

By:		/s/ Verleria King-Jones
		Name: Verleria King-Jones
		Title: Duly Authorized Signatory


GE CAPITAL MARKETS, INC.

By:		/s/ Jac Lee
		Name: Jac Lee
		Title: Duly Authorized Signatory


SECURITY BENEFIT CORPORATION

By:		/s/ Anthony D. Minelua
		Name: Anthony D. Minelua
		Title: CIO


GUGGENHEIM SECURITIES, LLC

By:		/s/ Barry D. Blake
		Name: Barry D. Blake
		Title: Senior Managing Director

[Signature Page to A&R Commitment Letter]


MORGAN STANLEY SENIOR FUNDING, INC.

By:		/s/ Robbie Pearson
		Name: Robbie Pearson
		Title: Authorized Signatory


BANK OF MONTREAL

By:		/s/ Eric Oppenheimer
		Name: Eric Oppenheimer
		Title: Director


BMO CAPITAL MARKETS CORP.

By:		/s/ Bryan J. Rolfe
		Name: Bryan J. Rolfe
		Title: Managing Director


DEUTSCHE BANK AG NEW YORK BRANCH

By:		/s/ Scottye Lindsey
		Name: Scottye Lindsey
		Title: Director

By:		/s/ Kathryn Burch
		Name: Kathryn Burch
		Title: Associate

DEUTSCHE BANK SECURITIES INC.

By:		/s/ William Frauen
		Name: William Frauen
		Title: Managing Director

By:		/s/ Frank Fazio
		Name: Frank Fazio
		Title: Managing Director

[Signature Page to A&R Commitment Letter]


SUNTRUST BANK

By:		/s/ Dana Dhaliwal
		Name: Dana Dhaliwal
		Title: Director

SUNTRUST ROBINSON HUMPHREY, INC.

By:		/s/ Richard Velloff
		Name: Richard Velloff
		Title: Director

[Signature Page to A&R Commitment Letter]


Accepted and agreed to as of the date first above written: KINDRED HEALTHCARE, INC.

By:	/s/ Stephen D. Farber
	Name:	Stephen D. Farber
	Title:	Executive Vice President and Chief Financial Officer

[Signature Page to A&R Commitment Letter]

EXHIBIT A

Project Falcon

Transaction Description¹

The Borrower intends to acquire, directly or indirectly, all of the outstanding equity interests of Gentiva Health Services, Inc., a Delaware corporation (the “Target”), pursuant to the Transaction Agreement (as defined below).

In connection with the foregoing, it is intended that:

(a) Pursuant to an Agreement and Plan of Merger dated as of October 9, 2014 among the Borrower, one of the Borrower’s direct or indirect wholly owned subsidiaries (“Merger Sub”) and the Target (together with all exhibits, schedules, annexes and disclosure schedules thereto, collectively, the “Transaction Agreement”), Merger Sub will merge with and into the Target, with the Target continuing as the surviving corporation.

(b) (i) The Borrower will seek an amendment (the “Term Loan Amendment”) to that certain Term Loan Credit Agreement dated as of June 1, 2011, as amended as of October 4, 2012 and as further amended and restated as of May 30, 2013, as of August 21, 2013 and as of April 9, 2014, among the Borrower, the lenders party thereto from time to time and JPMorgan Chase Bank, N.A., as administrative agent (as previously amended, amended and restated or otherwise modified from time to time, the “Existing Term Loan Credit Agreement” and as amended by the Term Loan Amendment, the “Amended Term Loan Credit Agreement”) to implement the Required Term Loan Amendments (as defined in Annex I to this Exhibit A and which shall otherwise be in form and substance reasonably acceptable to the Term Loan Arrangers and the Borrower (provided that that the conditions to the effectiveness of the Term Loan Amendment shall be no broader than the conditions in Exhibit D to the Commitment Letter)).

(ii) If (x) the Required Term Loan Amendments (as defined in Annex I hereto) are obtained or (y) the consent of the Required Lenders (as defined in the Existing Term Loan Credit Agreement) is obtained for the Required Term Loan Amendments to become effective upon satisfaction of conditions no more extensive than those set forth in Exhibit D to the Commitment Letter (the “Required Term Loan Condition”), in each case, on or prior to the Closing Date, the commitments with respect to the Refinancing Term Loan Facility under the Commitment Letter will automatically be reduced to $0.

(iii) If the Required Term Loan Condition is not satisfied on or prior to the Closing Date, the Borrower will obtain senior secured term loans in an aggregate principal amount of $992.5 million (less the gross cash proceeds received by the Borrower from the Senior Notes and the Equity issued on or prior to the Closing Date (other than

All capitalized terms used but not defined in the Exhibits to the Commitment Letter have the meanings given to them in the Commitment Letter to which they are attached, including the Exhibits thereto and the Annexes to the Fee Letter referenced in the Exhibits. In the event any such capitalized term is subject to multiple and differing definitions, the appropriate meaning thereof in an Exhibit shall be determined by reference to the context in which it is used.

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Equity issued to fund an increase in the purchase price for the Acquisition)) after application of any such amounts to reduce the aggregate principal amount of the Bridge Facility to $0) (the “Refinancing Term Loan Facility”) on terms described in Exhibit B to the Commitment Letter to refinance the Existing Term Loan Credit Agreement.

(c) (i) The Borrower will seek an amendment (the “ABL Amendment” and together with the Term Loan Amendment, the “Acquisition Amendments”) to that certain ABL Credit Agreement dated as of June 1, 2011, as amended as of October 4, 2012, and as further amended and restated as of August 21, 2013 and as of April 9, 2014, among the Borrower, the lenders party thereto from time to time and JPMorgan Chase Bank, N.A., as administrative agent (as previously amended, amended and restated or otherwise modified from time to time, the “Existing ABL Credit Agreement” and the Existing ABL Credit Agreement, as amended by the ABL Amendment, hereinafter referred to as the “Amended ABL Credit Agreement”) to implement the Required ABL Amendments (as defined in on Annex I to this Exhibit A) and which shall otherwise be in form and substance reasonably acceptable to the ABL Arrangers and the Borrower (provided that that the conditions to the effectiveness of the Term Loan Amendment shall be no broader than the conditions in Exhibit D to the Commitment Letter).

(ii) If (x) the Required ABL Amendments (as defined in Annex I hereto) are obtained or (y) the consent of the Required Lenders (as defined in the Existing ABL Credit Agreement) is obtained for the Required ABL Amendments to become effective upon satisfaction of conditions no more extensive than those set forth in Exhibit D to the Commitment Letter (the “Required ABL Condition”), in each case, on or prior to the Closing Date, the commitments with respect to the Refinancing ABL Facility under the Commitment Letter will automatically be reduced to $0.

(iii) If the Required ABL Condition is not satisfied on or prior to the Closing Date, the Borrower will obtain senior secured asset-based revolving credit commitments in the aggregate principal amount of $750.0 million (the “Refinancing ABL Facility” and together with the Refinancing Term Loan Facility the “Bank Facilities”) on terms described in Exhibit B to the Commitment Letter to refinance the Existing ABL Credit Agreement.

(d) (i) The Borrower will (x) issue senior unsecured notes in a public offering or a private placement under Rule 144A or other private placement (the “Senior Notes”) and/or (y) issue equity and equity units of the Borrower in a public offering or a private placement under Rule 144A or other private placement and/or as consideration for the Acquisition (the “Equity”).

(ii) To the extent that the issuance of the Senior Notes and the issuance of the Equity yields less than $1,700 million in gross cash proceeds on or prior to the Closing Date, the Borrower will obtain senior unsecured bridge loans in an aggregate principal amount of up to $1,700 million (less the gross cash proceeds received by the Borrower from the Senior Notes and the Equity issued on or prior to the Closing Date (other than Equity issued to fund an increase in the purchase price for the Acquisition)) (the “Bridge Facility” and, together with the Bank Facilities, the “Facilities”) pursuant to a bridge loan credit agreement on terms described in Exhibit C to the Commitment Letter.

(e) All existing indebtedness for borrowed money under (i) the Existing Term Loan Credit Agreement (solely if the Borrower incurs the Refinancing Term Loan Facility), (ii) the Existing

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ABL Credit Agreement (solely if the Borrower incurs the Refinancing ABL Facility) and (iii) that certain Credit Agreement dated as of October 18, 2013 among the Target, the lenders from time to time party thereto and Barclays Bank PLC, as administrative agent, swing line lender and L/C issuer, will be refinanced or repaid, and arrangements for the concurrent release of all related liens shall be made.

(f) either (A) all of the Target’s 11.50% Senior Notes due 2018 (the “Target Notes”) will be redeemed in full or (B) irrevocable notice for the redemption or repayment of all of the Target Notes shall have been given and proceeds sufficient to redeem or repay in full the Target Notes shall have been deposited into an escrow arrangement reasonably satisfactory to the Lead Arrangers (the transactions contemplated by clauses (e) and (f) above, the “Refinancing”);

(g) The proceeds of the applicable Facilities (to the extent borrowed on the Closing Date), the Senior Notes and the Equity, shall be applied (i) to pay the purchase price in connection with the Acquisition, (ii) to pay the fees, costs and expenses incurred in connection with the Transactions and (iii) to consummate the Refinancing (the amounts set forth in clauses (i) through (iii) above, collectively, the “Transaction Costs”). Any excess proceeds from the Facilities, the Senior Notes and the Equity shall be available to the Borrower and its subsidiaries for general corporate purposes.

The transactions described above (including the payment of any fees and expenses incurred in connection therewith) are collectively referred to herein as the “Transactions”.

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ANNEX I

to EXHIBIT A

Project Falcon

Summary of Required Amendments

The Term Loan Amendment shall contain, and the Term Loan Arrangers shall seek to obtain the requisite consents for, the following amendments (with any changes as mutually agreed to by the Term Loan Arrangers and the Borrower) to the Existing Term Loan Agreement (such amendments, the “Required Term Loan Amendments”):

Section 1.01 shall be amended by adding the following defined terms:

“Additional Escrow Amount” means an amount equal to (a) all interest that could accrue on any Escrow Notes from and including the date of issuance thereof to and including the date of any potential mandatory redemption to occur if the proceeds of such Escrow Notes are not released from the applicable Escrow Account, plus (b) the amount of any original issue discount on such Escrow Notes, plus (c) all fees and expenses that are incurred in connection with the issuance of such Escrow Notes and all fees, expenses or other amounts payable in connection with any redemption of such Escrow Notes.

“Escrow Account” means a deposit or securities account at a financial institution reasonably satisfactory to the Administrative Agent (any such institution, an “Escrow Agent”) into which any Escrow Funds are deposited.

“Escrow Account Documents” means the agreement(s) governing an Escrow Account and any other documents entered into in order to provide the applicable Escrow Agent (or its designee) Liens on the related Escrow Funds.

“Escrow Agent” has the meaning set forth in the definition of the term “Escrow Account”.

“Escrow Funds” means the sum of (a) the net proceeds of any Escrow Notes, plus (b) the related Additional Escrow Amount, plus (c) so long as they are retained in an Escrow Account, any income, proceeds or products of the foregoing.

“Escrow Notes” means debt securities of an Escrow Subsidiary issued after the Second Amendment and Restatement Date (which may not be guaranteed or receive credit support from any Person other than an Escrow Subsidiary); provided that the net proceeds of such debt securities are deposited into an Escrow Account upon the issuance thereof.

“Escrow Notes Documents” mean the Escrow Notes Indentures, the Escrow Account Documents and any other documents entered into by an Escrow Subsidiary in connection with any Escrow Notes.

“Escrow Notes Indentures” means the indenture(s) pursuant to which any Escrow Notes shall be issued.

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“Escrow Subsidiary” means a Subsidiary of the Borrower that (a) shall have been identified to the Administrative Agent promptly following its formation, (b) at no time shall contain any assets or liabilities other than any Escrow Notes, any Escrow Funds, any Escrow Accounts and such Subsidiary’s rights and obligations under any Escrow Notes Documents and (c) shall be an Unrestricted Subsidiary for all purposes of the Financing Documents (it being understood that no Escrow Subsidiary shall, notwithstanding anything to the contrary contained in any Financing Document, in any event be designated a Restricted Subsidiary).

“Gentiva” means Gentiva Health Services, Inc., a Delaware corporation.

“Gentiva Merger” means the merger of the Merger Subsidiary with and into Gentiva, pursuant to the Gentiva Merger Agreement.

“Gentiva Merger Agreement” means that certain Agreement and Plan of Merger dated as of October 9, 2014, by and among the Borrower, Gentiva and Merger Subsidiary.

“Merger Subsidiary” means Kindred Healthcare Development 2, Inc., a Delaware corporation and wholly owned Subsidiary of the Borrower.

A new Section 1.05 shall be added as follows:

Escrow Notes. Notwithstanding anything to the contrary in any Financing Document, nothing contained in any Financing Document shall restrict or prohibit (a) the formation and designation of an Escrow Subsidiary as an Unrestricted Subsidiary, (b) the holding of the Escrow Funds in any Escrow Account and the granting or existence of any Liens on any Escrow Account, the Escrow Funds or any Escrow Notes Document or pursuant to any Escrow Account Document, in each case, in favor of the applicable Escrow Agent (or its designee), (c) any transactions otherwise restricted by Section 7.04 by and among the Borrower or one or more Restricted Subsidiaries, on the one hand, and the Escrow Subsidiary, on the other hand, in connection with the transactions contemplated by any Escrow Notes Documents and (d) any Investment in an Escrow Subsidiary in an aggregate amount not greater than the applicable Additional Escrow Amount (it being understood, for the avoidance of doubt, that any such Investments and other transactions shall be deemed made exclusively in reliance upon this Section 1.05 and not any other exception or basket under any other provision of any Financing Document); provided that this Section 1.05 shall not operate to permit the Gentiva Merger to the extent it would not otherwise be permitted absent this Section 1.05.

Section 2.18(a) shall be amended to add to the end of the first sentence the following:

; provided that (i) any amounts incurred under Section 2.18(a)(ii) concurrently with any amounts incurred under Section 2.18(a)(i) will not count as Consolidated Senior Secured Indebtedness for purposes of calculating the Senior Secured Leverage Ratio for purposes of Section 2.18(a)(i) and (ii) with respect to any Incremental Term Loans the primary purpose of which is to finance an acquisition permitted by this Agreement, the amount available under Section 2.18(a)(i) shall be calculated, at the Borrower’s option, either at the time (1) of the effectiveness of such Incremental Term Loans or (2) a definitive agreement is entered into with respect to the transaction to be financed by such Incremental Term Loans giving pro forma effect to such acquisition and the incurrence of such Indebtedness as if each occurred on such date.

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Section 2.18(b) shall be amended to add after “(iii) at the time of and immediately after giving effect to the incurrence of such Incremental Term Loans, no Event of Default shall have occurred and be continuing” the following:

(provided that, with respect to any Incremental Term Loans the primary purpose of which is to finance an acquisition permitted by this Agreement, the requirement under this clause (iii) shall be that no Event of Default under Section 8.01(a) or (m) shall have occurred and be continuing)

Section 2.18(b) shall be amended to add after “(iv) the representations and warranties of each Credit Party set forth in the Financing Documents . . . on and as of the date of such Borrowing of Incremental Term Loans” the following:

; provided that notwithstanding the foregoing, the only representations and warranties of each Credit Party that shall be required to be true and correct with respect to any Incremental Term Loans the primary purpose of which is to finance an acquisition permitted by this Agreement shall be the Specified Representations (conformed as necessary for such acquisition)

A new Section 5.06(f) shall be added as follows:

Notwithstanding anything to the contrary in this Section 5.06, (i) the Borrower may designate an Escrow Subsidiary as an Unrestricted Subsidiary and (ii) each Escrow Subsidiary shall be excluded from any calculations made, or any conditions specified, in paragraphs (a) and (b).

Section 6.01(b) shall be replaced in its entirety with the following:

Maximum Total Leverage Ratio. At each Quarterly Measurement Date on or after the Third Amendment and Restatement Effective Date, the Borrower’s Total Leverage Ratio will not exceed the ratio indicated in the table below opposite such Quarterly Measurement Date:


Quarterly Measurement Date	Maximum Total Leverage Ratio
December 31, 2014		6.25:1.00
March 31, 2015		6.25:1.00
June 30, 2015		6.25:1.00
September 30, 2015		6.25:1.00
December 31, 2015		6.00:1.00
Each Quarterly Measurement Date thereafter		5.75:1.00

Section 7.01(a)(xii) shall be replaced in its entirety with the following:

other Indebtedness in an aggregate principal amount not exceeding $50,000,000 at any time outstanding;

Section 7.01(a)(xiv) shall be amended by replacing “as in effect on the Third Amendment and Restatement Date” with a reference to the effective date of the Required Term Loan Amendments.

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Section 7.01(a)(xvii) shall be amended by replacing “provided that (1) (A) no Default shall exist or result therefrom, (B) the Borrower shall be in compliance with the financial covenants set forth in Section 6.01 on a Pro Forma Basis, (C) the Borrower shall have delivered to the Administrative Agent a certificate of a Financial Officer to the effect set forth in clauses (A) and (B) above setting forth reasonably detailed calculations demonstrating compliance with subclauses (A) and (B) above, (2) such Indebtedness does not mature or have scheduled amortization or payments of principal and is not subject to mandatory redemption or prepayment (except customary asset sale or change of control provisions), in each case prior to the date that is 91 days after the Latest Maturity Date at the time such Indebtedness is incurred,” with the following:

provided that (1) (A) no Event of Default under Section 8.01(a) or (m) shall have occurred and be continuing, (B) the Borrower shall be in compliance with the financial covenants set forth in Section 6.01 on a Pro Forma Basis (if the Borrower so elects, as of the date the definitive agreement is entered into with respect to the transaction to be financed by such Indebtedness after giving pro forma effect to such acquisition and the incurrence of such Indebtedness as if each occurred on such date), (C) the Borrower shall have delivered to the Administrative Agent a certificate of a Financial Officer to the effect set forth in clauses (A) and (B) above setting forth reasonably detailed calculations demonstrating compliance with subclauses (A) and (B) above, (2) such Indebtedness, taken together with all other outstanding Indebtedness incurred under this Section 7.01(a)(xvii), shall not have a Weighted Average Life to Maturity shorter than the Weighted Average Life to Maturity of the Term Loans outstanding on the date of the incurrence of such Indebtedness; provided that in any event, any Indebtedness incurred pursuant to this Section 7.01(a)(xvii) to finance, in whole or in part, the acquisition of Gentiva shall have a Weighted Average Life to Maturity no shorter than than the Weighted Average Life to Maturity of the Term Loans outstanding on the date of the incurrence of such Indebtedness

Section 7.03(a)(ii) shall be amended by adding after “no Default shall have occurred and be continuing” the following:

(provided that, with respect to any such transaction to consummate an Investment permitted under Section 7.08, the requirement under this clause (ii) shall be that no Event of Default under Section 8.01(a) or (m) shall have occurred and be continuing)

Section 7.04(c) shall be replaced in its entirety with the following:

transactions (i) involving payments or consideration that do not exceed $5.0 million or (ii) not materially less favorable to the Borrower or such Restricted Subsidiary, as the case may be, when taken as a whole, than those that would have been obtained in a comparable transaction at the time of such transaction on an arm’s length basis with a Person who is not an Affiliate; provided that in the event such transaction involves an aggregate consideration in excess of $25,000,000, the terms of such transaction have been approved by a majority of the disinterested members of the board of directors of the Borrower and the board of directors of the Borrower shall have determined in good faith that such transaction satisfies the criteria in this clause (ii);

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Section 7.08(b) shall be amended by replacing the words “(A)(i) no Default shall have occurred and be continuing or would result therefrom and (ii) the Borrower shall be in compliance with the financial covenants set forth in Section 6.01 hereof on a Pro Forma Basis” with the following:

(A) (i) no Event of Default under Section 8.01(a) or (m) shall have occurred and be continuing or would result therefrom and (ii) the Borrower shall be in compliance with the financial covenants set forth in Section 6.01 on a Pro Forma Basis (if the Borrower so elects, as of the date the definitive agreement is entered into with respect to the transaction to be financed by such Indebtedness after giving pro forma effect to such acquisition and the incurrence of such Indebtedness as if each occurred on such date)

The ABL Amendment shall contain, and the ABL Arrangers shall seek to obtain the requisite consents for, the following amendments to the Existing ABL Credit Agreement (such amendments, the “Required ABL Amendments” and together with the Required Term Loan Amendments, the “Required Amendments”):

Section 1.01 shall be amended by adding the following defined terms:

“Escrow Agent” has the meaning set forth in the definition of the term “Escrow Account”.

“Escrow Notes Documents” mean the Escrow Notes Indentures, the Escrow Account Documents and any other documents entered into by an Escrow Subsidiary in connection with any Escrow Notes.

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“Escrow Notes Indentures” means the indenture(s) pursuant to which any Escrow Notes shall be issued.

“Gentiva” means Gentiva Health Services, Inc., a Delaware corporation.

“Gentiva Merger” means the merger of the Merger Subsidiary with and into Gentiva, pursuant to the Gentiva Merger Agreement.

“Gentiva Merger Agreement” means that certain Agreement and Plan of Merger dated as of October 9, 2014, by and among the Borrower, Gentiva and Merger Subsidiary.

“Merger Subsidiary” means Kindred Healthcare Development 2, Inc., a Delaware corporation and wholly owned Subsidiary of the Borrower.

A new Section 1.05 shall be added as follows:

Section 4.02(a) shall be replaced in its entirety with the following:

The representations and warranties of each Credit Party set forth in the Financing Documents shall be true and correct in all material respects (it being understood that any representation and warranty that is qualified as to “materiality,” “material adverse effect” or similar language shall be true and correct in all respects (after giving effect to any such qualification therein) on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable; provided that

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those representations and warranties that speak only of a specific date shall only speak as of such date; provided further that notwithstanding the foregoing, the only representations and warranties of each Credit Party that shall be required to be true and correct with respect to any Borrowing the primary purpose of which is to finance the acquisition of Gentiva shall be those set forth in Sections 3.01, 3.02, 3.03, 3.04, 3.10, 3.15, 3.18, 3.22 and 3.23 (conformed as necessary for such acquisition).

Section 4.02(b) shall be replaced in its entirety with the following:

Following the Closing Date, at the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default shall have occurred and be continuing (provided that, with respect to any Borrowing the primary purpose of which is to finance the acquisition of Gentiva, the requirement under this clause (b) shall be that no Event of Default under Section 8.01(a) or (m) shall have occurred and be continuing).

A new Section 5.06(f) shall be added as follows:

Section 7.01(a)(xii) shall be replaced in its entirety with the following:

other Indebtedness in an aggregate principal amount not exceeding $50,000,000 at any time outstanding;

Section 7.01(a)(xiv) shall be amended by replacing “as in effect on the Second Amendment and Restatement Date” with a reference to the effective date of the Required ABL Amendments.

provided that (1) (A) no Default shall exist or result therefrom (or, in the case of Indebtedness incurred to finance the acquisition of Gentiva, no Event of Default under Section 8.01(a) or (m) shall have occurred and be continuing), (B) the Borrower shall be in compliance with the financial covenants set forth in Section 6.01 on a Pro Forma Basis (or, in the case of Indebtedness incurred to finance the acquisition of Gentiva, if the Borrower so elects, as of the date of the Gentiva Merger Agreement after giving pro forma effect to such acquisition and the incurrence of such Indebtedness as if each occurred on such date), (C) the Borrower shall have delivered to the Administrative Agent a certificate of a

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Financial Officer to the effect set forth in clauses (A) and (B) above setting forth reasonably detailed calculations demonstrating compliance with subclauses (A) and (B) above, (2) such Indebtedness, taken together with all other outstanding Indebtedness incurred under this Section 7.01(a)(xvii), shall not have a Weighted Average Life to Maturity shorter than the Weighted Average Life to Maturity of the Indebtedness outstanding under the Term Loan Facility on the date of the incurrence of such Indebtedness; provided that in any event, any Indebtedness incurred pursuant to this Section 7.01(a)(xvii) to finance, in whole or in part, the acquisition of Gentiva shall have a Weighted Average Life to Maturity no shorter than that of the Term Loan Facility on the date of the incurrence of such indebtedness

Section 7.03(a)(ii) shall be amended by adding after “no Default shall have occurred and be continuing” the following:

(provided that, with respect to any such transaction to consummate an Investment in connection with the acquisition of Gentiva, the requirement under this clause (ii) shall be that no Event of Default under Section 8.01(a) or (m) shall have occurred and be continuing)

Section 7.04(c) shall be replaced in its entirety with the following:

(A) (i) no Default shall have occurred and be continuing or would result therefrom (or, in the case of any Investment in connection with the acquisition of Gentiva, no Event of Default under Section 8.01(a) or (m) shall have occurred and be continuing or would result therefrom) and (ii) the Borrower shall be in compliance with the financial covenants set forth in Section 6.01 on a Pro Forma Basis (or, in the case of any Investment in connection with the acquisition of Gentiva, if the Borrower so elects, as of the date of the Gentiva Merger Agreement after giving pro forma effect to such acquisition and the incurrence of such Indebtedness as if each occurred on such date)

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EXHIBIT B

Project Falcon

Bank Facilities

Summary of Principal Terms and Conditions

Set forth below is a statement of the terms and conditions for the Bank Facilities (as defined below):

Borrower:

Kindred Healthcare, Inc. (the “Borrower”).

Guarantees and Collateral:

Guarantees and collateral with respect to (i) the Refinancing Term Loan Facility will be consistent with the Existing Term Loan Credit Agreement and (ii) the Refinancing ABL Facility, if applicable, will be consistent with the Existing ABL Credit Agreement and, in each case, will include (a) joinders to the existing guarantees under the respective Bank Facilities by the Target and its subsidiaries required to become guarantors pursuant to the Amended Term Loan Credit Agreement and the Amended ABL Credit Agreement, as applicable and (b) a perfected lien on all of the equity interests in the Target and the assets of the Target and its subsidiaries required to be pledged as collateral under the Amended Term Loan Credit Agreement and Amended ABL Credit Agreement, respectively. The guarantors of the Refinancing Term Loan Facility and the Refinancing ABL Facility are referred to as the “Bank Guarantors”.

Lead Arrangers and Bookrunners:

Citi, J.P. Morgan and GE Capital will act as lead arrangers and bookrunners for the Refinancing Term Loan Facility and will perform the duties customarily associated with such roles (the “Term Loan Arrangers”). Citi and J.P. Morgan will act as lead arrangers and bookrunners for the Refinancing ABL Facility and will perform the duties customarily associated with such roles (the “ABL Arrangers”).

Administrative Agents:

JPMCB will act as administrative agent and collateral agent for the Refinancing Term Loan Facility (in such capacity, the “Term Administrative Agent”) and as administrative agent and collateral agent for the Refinancing ABL Facility (in such capacity, the “ABL Administrative Agent” and together with the Existing Agent and the Term Administrative Agent, the “Bank Administrative Agents”), and each will perform the duties customarily associated with such roles.

Lenders:

A syndicate of banks, financial institutions and other entities arranged by the Bank Arrangers (collectively, the “Bank Lenders”).

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Term Loan Facilities:

If the Required Term Loan Condition is not satisfied on or prior to the Closing Date, a senior secured term loan facility in an aggregate principal amount equal to $992.5 million (less the gross cash proceeds received by the Borrower from the Senior Notes and the Equity issued on or prior to the Closing Date after application of any such amounts to reduce the aggregate principal amount of the Bridge Facility to $0) (the “Refinancing Term Loan Facility”). The Refinancing Term Loan Facility shall be repayable in equal quarterly installments of 1.00% of the original principal amount per year with the balance thereof payable on April 9, 2021.

Refinancing ABL Facility:

If the Required ABL Condition is not satisfied on or prior to the Closing Date, a senior secured asset-based revolving credit facility in the aggregate principal amount of $750.0 million (the “Refinancing ABL Facility” and together with the Refinancing Term Loan Facility, the “Bank Facilities”). The Refinancing ABL Facility will mature on April 9, 2019 and all outstanding amounts shall be due and payable on such date.

Availability:

The Term Loan Facilities, as applicable, will be available in a single drawing on the Closing Date.

The Refinancing ABL Facility, if applicable, will be made available on and after the Closing Date on terms substantially similar to those set forth in the Amended ABL Credit Agreement.

Purpose:

The proceeds of the borrowings under the Refinancing Term Loan Facility, if applicable, will be used to refinance the indebtedness outstanding under the Existing Term Loan Credit Agreement and to pay the other Transaction Costs on the Closing Date.

The proceeds of the borrowings under the Refinancing ABL Facility, if applicable, will be used to refinance the indebtedness outstanding under the Existing ABL Credit Agreement and to pay the other Transaction Costs on the Closing Date, and otherwise for general corporate purposes.

Documentation Considerations:

The documentation for the Refinancing Term Loan Facility shall reflect the terms set forth in this Term Sheet and shall otherwise be consistent with the Amended Term Loan Credit Agreement.

The documentation for the Refinancing ABL Facility shall reflect the terms set forth in this Term Sheet and shall otherwise be consistent with the Amended ABL Credit Agreement.

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Fees and Interest Rates:

With respect to the Refinancing Term Loan Facility, as set forth on Annex I to the Fee Letter.

With respect to the Refinancing ABL Facility, as set forth on Annex II to the Fee Letter.

Optional Prepayments and Commitment Reductions:

As provided under the Existing Term Loan Credit Agreement and the Existing ABL Credit Agreement, as applicable; provided that the Term Loan Facilities shall be subject to soft call protection at a prepayment premium of 1.00% until the six month anniversary of the Closing Date.

Mandatory Prepayments: