PeriodRatio October 1, 2011 through December 31, 20114.70 to 1.00January 1, 2012 through March 31, 20124.75 to 1.00April 1, 2012 through June 30, 20124.30 to 1.00July 1, 2012 through September 30, 20124.10 to 1.00October 1, 2012 through December 31, 20124.90 to 1.00 PeriodRatio

A. Pursuant to the Credit Agreement, the Lenders have extended, and have agreed to extend, credit to the Borrower, in each case pursuant to the terms and subject to the conditions set forth in the Credit Agreement.

B. The Borrower and the Required Lenders desire that certain provisions of the Credit Agreement be amended as provided herein.

C. The Borrower and the Guarantors are party to one or more of the Security Documents, pursuant to which, among other things, the Guarantors Guaranteed the Obligations of the Borrower under the Credit Agreement and provided security therefor.

D. Capitalized terms used but not defined herein shall have the meanings assigned to them in the Credit Agreement.

Accordingly, in consideration of the mutual agreements herein contained and other good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, the parties hereto agree as follows:

SECTION 1. Amendments to the Credit Agreement.   Subject to the satisfaction of the conditions set forth in Section 4 hereof, the Credit Agreement is hereby amended as follows:

(a) The definition of the term “Applicable Percentage” set forth in Section 1.01 of the Credit Agreement is hereby amended and restated in its entirety to read as follows:

“Applicable Percentage” shall mean, for any day (a) with respect to any Eurodollar Loan, 7.00% per annum and (b) with respect to any ABR Loan, 6.00% per annum."

(b) The definition of the term “Excess Cash Flow” set forth in Section 1.01 of the Credit Agreement is hereby amended by (i) replacing clause (b)(iv) thereof with the following:

“, (v) amounts paid in cash during such fiscal year and described in clauses (a)(viii) and (ix) of the definition of the term “Consolidated EBITDA””.

(c) The definition of the term “Voluntary Prepayment” set forth in Section 1.01 of the Credit Agreement is hereby amended by replacing the references to “Section 2.12” therein with references to “Section 2.12(a)”.

(d) Sections 2.11(a)(i) and (ii) of the Credit Agreement are hereby amended by replacing the references to “Section 2.12” therein with references to “Section 2.12(b)”.

(e) Section 2.12(b) of the Credit Agreement is hereby amended by inserting the words “pursuant to Section 2.12(a)” following the words “Optional prepayments of Term Loans.”

(f) Section 2.12(c) of the Credit Agreement is hereby amended by (i) inserting the words “pursuant to Section 2.12(a)” following the words “Each notice of prepayment” first appearing therein, and (ii) replacing the references to “this Section 2.12” therein with references to “Section 2.12(a)”.

(g)  Section 2.12 of the Credit Agreement is hereby amended by inserting a new Section 2.12(d) as follows:

(h) Section 2.17 of the Credit Agreement is hereby amended by inserting the following at the end thereof: “Notwithstanding anything to the contrary in this Agreement, the provisions of this Section 2.17 shall not be construed to apply to any prepayments received pursuant to Section 2.12(d)”.

(i) Section 2.18 of the Credit Agreement is hereby amended by inserting the following at the end thereof: “Notwithstanding anything to the contrary in this Agreement, the provisions of this Section 2.18 shall not be construed to apply to any prepayments received pursuant to Section 2.12(d)”.

(j) Section 3.06 of the Credit Agreement is hereby amended by replacing the words “Except for the transactions contemplated by the Restructuring Schedule, the Restructuring and the Restructuring Documents,” with the words “Except as disclosed in the Borrower’s public filings with the SEC prior to the Amendment Effective Date (as defined in Amendment No. 1 dated as of December 13, 2011, to this Agreement),”.

(l) Section 6.12 of the Credit Agreement is hereby amended by replacing the table therein with the following:

SECTION 2. Guarantee and Collateral Agreement.  It is acknowledged that the Borrower has heretofore provided certain information to the Administrative Agent with respect to (i) the conversion of certain Guarantors from corporations to limited liability companies and (ii) corrected legal names of certain Guarantors, in each case, as set forth on Schedule II hereto and Schedule I to the Guarantee and Collateral Agreement is hereby deemed to be updated to reflect such conversions and corrections and to reflect the pledge of the Equity Interests in Countryside Hospice Care, Inc., a Subsidiary that was added as a Guarantor as of March 4, 2011.

SECTION 3. Representations and Warranties.  To induce the other parties hereto to enter into this Amendment, the Borrower represents and warrants to each of the Lenders, the Administrative Agent, the Issuing Bank and the Collateral Agent that (a) this Amendment has been duly authorized, executed and delivered by it and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms; and (b) after giving effect to this Amendment, (i) the representations and warranties set forth in Article III of the Credit Agreement and in each other Loan Document are true and correct in all material respects on and as of the Amendment Effective Date (as defined below), except to the extent such representations and warranties expressly relate to an earlier date; and (ii) no Default or Event of Default has occurred and is continuing.

SECTION 4. Amendment Effectiveness.  This Amendment shall become effective as of the first date (such effective date, the “Amendment Effective Date”) occurring on or prior to December 13, 2011, on which (a) the Administrative Agent shall have received counterparts of this Amendment that, when taken together, bear the signatures of the Borrower, the Guarantors and the Required Lenders; (b) the Borrower shall have prepaid Term Loans pursuant to Section 2.12(a) in an aggregate principal amount of at least $50,000,000, together with the accrued and unpaid interest on the amount prepaid to but excluding the date of prepayment (the “Term Loan Prepayment”) (provided that the Lenders hereby waive the requirement that the Borrower deliver a notice of prepayment under Section 2.12 of the Credit Agreement with respect to the Term Loan Prepayment); (c) the Administrative Agent shall have received, for the account of each Lender that shall have unconditionally and irrevocably delivered to the Administrative Agent (or its counsel) its executed signature page to this Amendment on or prior to 5.00 p.m., New York City time, on December 12, 2011, an amendment fee equal to 0.25% of the aggregate outstanding amount of such Lender’s Term Loans and Revolving Credit Commitment (whether used or unused), calculated prior to giving effect to the Term Loan Prepayment; (d) the Administrative Agent shall have received all other fees and reimbursement of all expenses required to be paid by the Borrower to the Administrative Agent in connection with the transactions contemplated hereby; and (e) the representations and warranties contained in Section 3 shall be true and correct.  With respect to all Loans and Letters of Credit outstanding on the Amendment Effective Date, the Applicable Percentage therefor shall change as provided in Section 1(a) hereof from and after the Amendment Effective Date (but not with respect to any period prior to the Amendment Effective Date), notwithstanding that the Amendment Effective Date may occur other than on the last day of a fiscal quarter or Interest Period.

SECTION 5. Effect of Amendment.  Except as expressly set forth herein, this Amendment shall not by implication or otherwise limit, impair, constitute a waiver of, or otherwise affect the rights and remedies of the Lenders, the Issuing Bank, the Collateral Agent or the Administrative Agent under the Credit Agreement or any other Loan Document, and shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other Loan Document, all of which are ratified and affirmed in all respects and shall continue in full force and effect.  Nothing herein shall be deemed to entitle any Loan Party to a consent to, or a waiver, amendment, modification or other change of, any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other Loan Document in similar or different circumstances.  This

SECTION 6. Acknowledgement and Consent. Each Loan Party hereby acknowledges that it has read this Amendment and consents to the terms hereof and further hereby affirms, confirms and agrees that (a) notwithstanding the effectiveness of this Amendment, the obligations of such Loan Party under each of the Loan Documents to which it is a party shall not be impaired and each of the Loan Documents to which such Loan Party is a party is, and shall continue to be, in full force and effect and is hereby confirmed and ratified in all respects, in each case, as amended hereby; (b) its Guarantee of the Obligations, and the pledge of and/or grant of a security interest in its assets as Collateral to secure the Obligations, all as and to the extent provided in the Security Documents as originally executed, shall continue in full force and effect in respect of, and to secure, the Obligations as modified hereby; and (c) after giving effect to this Amendment all the representations and warranties made by or relating to it contained in the Credit Agreement and the other Loan Documents are true and correct in all material respects on and as of the Amendment Effective Date with the same effect as though made on and as of the Amendment Effective Date, except to the extent such representations and warranties expressly relate to an earlier date.

SECTION 7. Counterparts.  This Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed an original, but all such counterparts together shall constitute but one and the same contract.  Delivery of an executed counterpart of a signature page of this Amendment by facsimile or other customary means of electronic transmission (e.g., “pdf”) shall be as effective as delivery of a manually executed counterpart hereof.

SECTION 8. Applicable Law. THIS AMENDMENT AND ALL CLAIMS AND CONTROVERSIES IN CONNECTION HEREWITH SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

SECTION 9. Submission to Jurisdiction.  Each of the parties hereto hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of any New York State court or Federal court of the United States of America sitting in the Borough of Manhattan in New York City, and any appellate court from any thereof, in any suit, action or proceeding arising out of or relating to this Amendment and the transactions contemplated thereby, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined only in such New York State or, to the extent permitted by law, in such Federal court.  Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.  Nothing in this Amendment shall affect any right that the Administrative Agent, the Collateral Agent, the

SECTION 10. Headings.  The headings of this Amendment are for purposes of reference only and shall not limit or otherwise affect the meaning hereof.

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their duly authorized officers, all as of the date and year first above written.