Exhibit 10.1

                                                                  EXECUTION COPY


                                 AMENDMENT NO. 1
                                       TO
                      AMENDED AND RESTATED CREDIT AGREEMENT

     THIS  AMENDMENT  NO.  1 TO  AMENDED  AND  RESTATED  CREDIT  AGREEMENT  (the
"Amendment")  is made as of March 31, 2006 by and among  Chemed  Corporation,  a
Delaware corporation (the "Borrower"),  the financial institutions listed on the
signature  pages  hereto (the  "Lenders")  and  JPMorgan  Chase  Bank,  National
Association,  as the  administrative  agent for the "Lenders"  referred to below
(the  "Administrative  Agent").  Capitalized terms used herein but not otherwise
defined herein shall have the  respective  meanings given to them in the "Credit
Agreement" referred to below.

                              W I T N E S S E T H:

     WHEREAS, the Borrower, the Lenders and the Administrative Agent are parties
to that certain Amended and Restated  Credit  Agreement dated as of February 24,
2005 (as the same may be amended,  restated,  supplemented or otherwise modified
from time to time, the "Credit Agreement"); and

     WHEREAS,  the parties  hereto have agreed to amend the Credit  Agreement on
the terms and conditions set forth herein;

     NOW, THEREFORE, in consideration of the premises set forth above, the terms
and conditions contained herein, and other good and valuable consideration,  the
receipt and  sufficiency  of which are hereby  acknowledged,  the Borrower,  the
Lenders and the Administrative  Agent have agreed to the following amendments to
the Credit Agreement.

     1.   Amendments.  Effective  as of  the  date  hereof  and  subject  to the
satisfaction  of the  conditions  precedent  set forth in  Section 2 below,  the
Credit Agreement is hereby amended as follows:

     (a)  Section 1.1 of the Credit  Agreement  is hereby  amended to (1) delete
the "and" immediately preceding clause (xiii) of the definition of "Consolidated
EBITDA",  (2) delete the period at the end of such clause (xiii), and (3) insert
a new clause (xiv) into such definition as follows:

          "and (xiv) up to $20,000,000  of the amount of the settlement  payment
     made in respect of the Costa class-action litigation."

     (b)  Section 2.5 of the Credit  Agreement is hereby amended to insert a new
Section 2.5.3 therein as follows:

          "2.5.3  Increase in Aggregate  Revolving Loan  Commitment.  Subject to
     Section  2.5 and the other  terms and  conditions  of this  Agreement,  the
     Borrower may from time to time request that the  Aggregate  Revolving  Loan
     Commitment  be increased  to an amount which does not exceed  $225,000,000;


                                       1

<PAGE>


     provided,  however,  that  an  increase  in the  Aggregate  Revolving  Loan
     Commitment  hereunder may only be made at a time when no Unmatured Event of
     Default or Event of Default  shall have occurred and be continuing or would
     result  therefrom.  In the  event  of  such  a  requested  increase  in the
     Aggregate Revolving Loan Commitment, each of the Lenders shall be given the
     opportunity  to  participate  in the  increased  Aggregate  Revolving  Loan
     Commitment  (x) initially  ratably in the  proportion  that its  commitment
     bears to the Aggregate Revolving Loan Commitment and (y) to the extent that
     the requested  increase in the Aggregate  Revolving Loan  Commitment is not
     fulfilled  pursuant to the preceding clause, in such additional  amounts as
     any Lender,  including any new Lender,  and the Borrower  agree.  No Lender
     shall  have any  obligation  to  increase  its  Revolving  Loan  Commitment
     pursuant  to a request  by the  Borrower  hereunder.  In the event that the
     Borrower and one or more of the Lenders (or other  financial  institutions)
     shall  agree  upon  such  an  increase  in  the  Aggregate  Revolving  Loan
     Commitment (i) the Borrower,  the  Administrative  Agent and each Lender or
     other  financial  institution  increasing its Revolving Loan  Commitment or
     extending a new Revolving Loan Commitment  shall enter into an amendment to
     this Agreement setting forth the amounts of the Revolving Loan Commitments,
     as so increased,  providing that the financial  institutions  extending new
     Revolving  Loan  Commitments  shall be Lenders for all purposes  under this
     Agreement,   and  setting   forth  such   additional   provisions   as  the
     Administrative  Agent shall consider  reasonably  appropriate  and (ii) the
     Borrower  shall  furnish,  if  requested,  a new  Note  to  each  financial
     institution that is extending a new Revolving Loan Commitment or increasing
     its Revolving Loan Commitment. No such amendment shall require the approval
     or consent of any  Lender  whose  Revolving  Loan  Commitment  is not being
     increased.  Upon the execution  and delivery of such  amendment as provided
     above, and upon satisfaction of such other conditions as the Administrative
     Agent may reasonably specify upon the request of the financial institutions
     that are extending  new  Revolving  Loan  Commitments  (including,  without
     limitation,  the Administrative Agent administering the reallocation of any
     outstanding  Loans  ratably  among the Lenders  after giving effect to each
     such increase in the Aggregate Revolving Loan Commitment,  and the delivery
     of  certificates,  evidence of corporate  authority  and legal  opinions on
     behalf of the  Borrower),  this  Agreement  shall be  deemed to be  amended
     accordingly."

          (c)  The Pricing  Schedule to the Credit  Agreement is hereby  amended
and restated in its entirety  pursuant to the Pricing Schedule attached as Annex
I to this Amendment.

          2.   Conditions  of   Effectiveness.   This  Amendment   shall  become
effective as of the date hereof if, and only if, the Administrative  Agent shall
have received:  (a) executed  copies of this Amendment from the Borrower and the
Lenders,  and (b) executed  copies of the  Reaffirmation  attached hereto in the
form of Exhibit A from the existing Guarantors.

          3.   Representations  and  Warranties  of the  Borrower.  The Borrower
hereby represents and warrants as follows:

          (a)  The Credit  Agreement  as  previously  executed  constitutes  the
legal, valid and binding  obligation of the Borrower and is enforceable  against
the Borrower in accordance with its terms.


                                       2

<PAGE>


          (b)  Upon the effectiveness of this Amendment, the Borrower hereby (i)
represents  that no Event of Default or Unmatured  Event of Default exists under
the terms of the Credit Agreement, (ii) reaffirms all covenants, representations
and  warranties  made  in the  Credit  Agreement,  and  (iii)  agrees  that  all
representations  and warranties  contained in Article V of the Credit  Agreement
are true and correct as of the date hereof in all  material  respects  except to
the extent any such  representation or warranty is stated to relate solely to an
earlier date, in which case such representation or warranty shall have been true
and correct in all material respects on and as of such earlier date.

          (c)  The execution, delivery and effectiveness of this Amendment shall
not,  except as  expressly  provided  herein,  operate as a waiver of any right,
power,  or remedy of the  Lenders or the  Administrative  Agent under the Credit
Agreement or any related document,  instrument or agreement.  The Administrative
Agent and the  Lenders  expressly  reserve  all of their  rights  and  remedies,
including  the right to  institute  enforcement  actions in  consequence  of any
existing Events of Default or Unmatured  Events of Default not waived  hereunder
or otherwise at any time without further notice, under the Credit Agreement, all
other documents,  instruments and agreements  executed in connection  therewith,
and applicable law.

          4.   Reference  to  and  Effect  on  the  Credit  Agreement  and  Loan
Documents.

          (a)  Upon the effectiveness of Section 1 hereof, each reference to the
Credit  Agreement in the Credit  Agreement or any other Loan Document shall mean
and be a reference to the Credit Agreement as modified hereby. This Amendment is
a Loan Document  pursuant to the Credit  Agreement  and shall (unless  expressly
indicated  herein or  therein)  be  construed,  administered,  and  applied,  in
accordance with all of the terms and provisions of the Credit Agreement.

          (b)  The Borrower (i) agrees that this Amendment and the  transactions
contemplated  hereby shall not limit or diminish the obligations of the Borrower
arising under or pursuant to the Credit  Agreement and the other Loan  Documents
to which  it is a  party,  (ii)  reaffirms  its  obligations  under  the  Credit
Agreement  and each and every  other  Loan  Document  to which it is a party and
(iii)  acknowledges and agrees that, except as specifically  modified above, the
Credit  Agreement  and all other Loan  Documents  executed  and/or  delivered in
connection  therewith  shall  remain in full  force and  effect  and are  hereby
ratified and confirmed.

          (c)  The execution, delivery and effectiveness of this Amendment shall
not,  except as  expressly  provided  herein,  operate as a waiver of any right,
power or remedy of the  Administrative  Agent or the Lenders,  nor  constitute a
waiver  of or  consent  to any  modification  of  any  provision  of the  Credit
Agreement or any other Loan Documents  executed  and/or  delivered in connection
therewith.

          5.   Costs and  Expenses.  The Borrower  agrees to pay all  reasonable
costs, fees and out of pocket expenses (including reasonable attorneys' fees and
expenses  charged to the  Administrative  Agent) incurred by the  Administrative
Agent and the Lenders in connection with the preparation, arrangement, execution
and enforcement of this Amendment.


                                       3

<PAGE>


          6.   Governing  Law. THIS  AMENDMENT  SHALL BE CONSTRUED IN ACCORDANCE
WITH THE INTERNAL LAWS (INCLUDING SECTION 5-1401 OF THE GENERAL  OBLIGATIONS LAW
BUT OTHERWISE  WITHOUT  REGARD TO CONFLICTS OF LAW  PROVISIONS OR PRINCIPLES) OF
THE STATE OF NEW YORK, BUT GIVING EFFECT TO FEDERAL LAWS  APPLICABLE TO NATIONAL
BANKS.

          7.   Headings.  Section headings in this Amendment are included herein
for  convenience  of  reference  only and  shall not  constitute  a part of this
Amendment for any other purpose.

          8.   Counterparts.  This  Amendment  may be executed by one or more of
the parties hereto on any number of separate counterparts (including by means of
facsimile  transmission),  and all of said counterparts  taken together shall be
deemed to constitute one and the same instrument.

               The remainder of this page is intentionally blank.


                                       4

<PAGE>


               IN WITNESS  WHEREOF,  this Amendment has been duly executed as of
the day and year first above written.

                                          CHEMED CORPORATION,
                                          as the Borrower


                                          By: /s/ David P. Williams
                                              --------------------------------
                                          Name: David P. Williams
                                          Title:  Chief Financial Officer


                        Signature Page to Amendment No. 1
                 to Amended and Restated Chemed Credit Agreement


<PAGE>


                       JPMORGAN CHASE BANK, NATIONAL ASSOCIATION,
                       as the Administrative Agent, as Swing Line Lender, as
                       LC Issuer and as a Lender


                       By: /s/ Thomas J. Reinhold
                           --------------------------
                       Name: Thomas J. Reinhold
                       Title: Senior Vice President


                        Signature Page to Amendment No. 1
                 to Amended and Restated Chemed Credit Agreement


<PAGE>


                                   GENERAL ELECTRIC CAPITAL CORPORATION,
                                   as a Lender


                                   By: /s/ Dwayne Coker
                                       --------------------------------
                                   Name:  Dwayne Coker
                                   Title:  Duly Authorized Signatory


                        Signature Page to Amendment No. 1
                 to Amended and Restated Chemed Credit Agreement


<PAGE>


                                   BANK OF AMERICA, N.A.,
                                   as a Lender


                                   By: /s/ Jorge Miliou
                                       --------------------------------
                                   Name: Jorge Miliou
                                   Title: Vice President


                        Signature Page to Amendment No. 1
                 to Amended and Restated Chemed Credit Agreement


<PAGE>


                                   CITICORP USA, INC.,
                                   as a Lender


                                   By: /s/ Allen Fisher
                                       -----------------------------------
                                   Name:  Allen Fisher
                                   Title: Vice President


                        Signature Page to Amendment No. 1
                 to Amended and Restated Chemed Credit Agreement


<PAGE>


                                   LASALLE BANK NATIONAL ASSOCIATION,
                                   as a Lender


                                   By: /s/ Warren F. Weber
                                       ----------------------------------
                                   Name: Warren F. Weber
                                   Title: Senior Vice President


                        Signature Page to Amendment No. 1
                 to Amended and Restated Chemed Credit Agreement


<PAGE>


                                   HARRIS N.A.,
                                   as a Lender


                                   By: /s/ Jeffrey M. Worden
                                       -----------------------------------
                                   Name: Jeffrey M. Worden
                                   Title: Vice President


                        Signature Page to Amendment No. 1
                 to Amended and Restated Chemed Credit Agreement


<PAGE>


                                   FIFTH THIRD BANK,
                                   as a Lender


                                   By: /s/ Megan S. Heisel
                                       ------------------------------------
                                   Name: Megan S. Heisel
                                   Title: Vice President


                        Signature Page to Amendment No. 1
                 to Amended and Restated Chemed Credit Agreement


<PAGE>


                                   ALLIED IRISH BANKS PLC,
                                   as a Lender


                                   By: /s/ Margaret Brennan
                                   ------------------------------------
                                   Name: Margaret Brennan
                                   Title: Senior Vice President


                                   By: /s/ Roisin O'Connell
                                   --------------------------------------
                                   Name: Roisin O'Connell
                                   Title:


                        Signature Page to Amendment No. 1
                 to Amended and Restated Chemed Credit Agreement


<PAGE>


                                   THE NATIONAL CITY BANK
                                   (f.k.a. The Provident Bank),
                                   as a Lender


                                   By: /s/ John D. Chapman
                                   ------------------------------------------
                                   Name: John D. Chapman
                                   Title: Vice President


                        Signature Page to Amendment No. 1
                 to Amended and Restated Chemed Credit Agreement


<PAGE>


                                   THE HUNTINGTON NATIONAL BANK,
                                   as a Lender


                                   By: /s/ Christopher L. Henn
                                       ------------------------------------
                                   Name: Christopher L. Henn
                                   Title: Senior Vice President


                        Signature Page to Amendment No. 1
                 to Amended and Restated Chemed Credit Agreement


<PAGE>


                                     ANNEX I
           to Amendment No. 1 to Amended and Restated Credit Agreement

                                Pricing Schedule
                                ----------------

                                   [Attached]


                        Signature Page to Amendment No. 1
                 to Amended and Restated Chemed Credit Agreement


<PAGE>




                                                                         Annex I

                                PRICING SCHEDULE
<TABLE>
<CAPTION>
===================== ============== ============== ============== ================ =============== ==================
     APPLICABLE          LEVEL I       LEVEL II       LEVEL III    LEVEL IV STATUS  LEVEL V STATUS   LEVEL VI STATUS
       MARGIN            STATUS         STATUS         STATUS
--------------------- -------------- -------------- -------------- ---------------- --------------- ------------------
<S>                       <C>            <C>            <C>             <C>             <C>               <C>
Eurodollar Rate for       2.25%          2.00%          1.75%           1.50%           1.25%             1.00%
  Revolving Loans
--------------------- -------------- -------------- -------------- ---------------- --------------- ------------------
 Floating Rate for        1.25%          0.75%          0.25%           0.00%           0.00%             0.00%
  Revolving Loans
===================== ============== ============== ============== ================ =============== ==================

===================== ============== ============== ============== ================ =============== ==================
   APPLICABLE FEE        LEVEL I       LEVEL II       LEVEL III    LEVEL IV STATUS  LEVEL V STATUS   LEVEL VI STATUS
        RATE             STATUS         STATUS         STATUS
--------------------- -------------- -------------- -------------- ---------------- --------------- ------------------
   Commitment Fee         0.50%         0.375%         0.375%          0.375%           0.25%             0.25%
===================== ============== ============== ============== ================ =============== ==================
</TABLE>

     For the purposes of this Schedule,  the following  terms have the following
meanings, subject to the final paragraph of this Schedule:

     "Financials"  means the annual or  quarterly  financial  statements  of the
Borrower delivered pursuant to Section 6.1.

     "Level I Status"  exists  at any date if, as of the last day of the  fiscal
quarter of the Borrower referred to in the most recent Financials,  the Leverage
Ratio is equal to or greater than 3.50 to 1.00.

     "Level II  Status"  exists at any date if, as of the last day of the fiscal
quarter of the Borrower referred to in the most recent Financials,  the Leverage
Ratio is equal to or greater than 3.00 to 1.00 but less than 3.50 to 1.00.

     "Level III Status"  exists at any date if, as of the last day of the fiscal
quarter of the Borrower referred to in the most recent Financials,  the Leverage
Ratio is equal to or greater than 2.50 to 1.00 but less than 3.00 to 1.00.

     "Level IV  Status"  exists at any date if, as of the last day of the fiscal
quarter of the Borrower referred to in the most recent Financials,  the Leverage
Ratio is equal to or greater than 2.00 to 1.00 but less than 2.50 to 1.00.

     "Level V Status"  exists  at any date if, as of the last day of the  fiscal
quarter of the Borrower referred to in the most recent Financials,  the Leverage
Ratio is equal to or greater than 1.50 to 1.00 but less than 2.00 to 1.00.

     "Level VI Status"  exists at any date, if, as of the last day of the fiscal
quarter of the Borrower referred to in the most recent Financials,  the Leverage
Ratio is less than 1.50 to 1.00.


<PAGE>


     "Status"  means either Level I Status,  Level II Status,  Level III Status,
Level IV Status, Level V Status or Level VI Status.

     The  Applicable  Margin  and  Applicable  Fee Rate shall be  determined  in
accordance with foregoing  table based on the Borrower's  Status as reflected in
the then most recent Financials.  Adjustments,  if any, to the Applicable Margin
or  Applicable  Fee  Rate  shall be  effective  five  Business  Days  after  the
Administrative  Agent has received the  applicable  Financials.  If the Borrower
fails to deliver the Financials to the Administrative Agent at the time required
pursuant to Section 6.1,  then the  Applicable  Margin and  Applicable  Fee Rate
shall be the highest  Applicable Margin and Applicable Fee Rate set forth in the
foregoing table until five days after such Financials are so delivered.


<PAGE>


                                    EXHIBIT A

                                  Reaffirmation
                                  -------------

     Each of the undersigned hereby acknowledges  receipt of a copy of Amendment
No. 1, dated as of March 31, 2006 (the "Amendment"), to the Amended and Restated
Credit  Agreement,   dated  as  of  February  24,  2005,  by  and  among  Chemed
Corporation, a Delaware corporation (the "Borrower"), the financial institutions
from time to time parties  thereto  (the  "Lenders")  and  JPMorgan  Chase Bank,
National  Association,   as  the  administrative  agent  for  the  Lenders  (the
"Administrative Agent") (as the same may from time to time hereafter be amended,
restated,   supplemented  or  otherwise  modified,   the  "Credit   Agreement").
Capitalized  terms used in this  Reaffirmation and not defined herein shall have
the meanings given to them in the Credit Agreement.

     Each of the undersigned,  by its signature  below,  hereby (a) acknowledges
and  consents to the  execution  and  delivery of the  Amendment  by the parties
thereto, (b) agrees that the Amendment and the transactions contemplated thereby
shall not limit or diminish  the  obligations  of such Person  arising  under or
pursuant  to the  Loan  Documents  to which  it is a party  (including,  without
limitation,  the Pledge and Security Agreement and the Guaranty Agreement),  (c)
reaffirms  all of its  obligations  under  the Loan  Documents  to which it is a
party, and (d)  acknowledges  and agrees that each Loan Document  executed by it
remains  in full  force  and  effect  and is  hereby  reaffirmed,  ratified  and
confirmed. All references to the Credit Agreement contained in any Loan Document
shall be a reference to the Credit Agreement as so modified by the Amendment and
as the same may from time to time hereafter be amended,  restated,  supplemented
or otherwise  modified.  The Amendment is a Loan Document pursuant to the Credit
Agreement  and  shall  (unless  expressly   indicated   therein)  be  construed,
administered, and applied, in accordance with all of the terms and provisions of
the Credit Agreement.


                                     *******


<PAGE>


     IN WITNESS WHEREOF,  this  Reaffirmation  has been duly executed as of this
31st day of March, 2006.


                           CCR OF OHIO INC.
                           COMFORT CARE HOLDINGS CO.
                           COMPLETE PLUMBING SERVICES, INC.
                           CONSOLIDATED HVAC, INC.
                           JET RESOURCE, INC.
                           NUROTOCO OF MASSACHUSETTS, INC.
                           NUROTOCO OF NEW JERSEY, INC.
                           R.R. UK, INC.
                           ROTO-ROOTER CORPORATION
                           ROTO-ROOTER DEVELOPMENT COMPANY
                           ROTO-ROOTER GROUP, INC. (f/k/a ROTO-ROOTER
                           MANAGEMENT COMPANY)
                           ROTO-ROOTER SERVICES COMPANY
                           RR PLUMBING SERVICES CORPORATION
                           VITAS HEALTHCARE CORPORATION
                           VITAS HEALTHCARE CORPORATION OF ARIZONA
                           VITAS HEALTHCARE CORPORATION OF CALIFORNIA
                           VITAS HEALTHCARE CORPORATION OF CENTRAL FLORIDA
                           VITAS HEALTHCARE CORPORATION OF FLORIDA
                           VITAS HEALTHCARE CORPORATION OF GEORGIA
                           VITAS HEALTHCARE CORPORATION OF ILLINOIS
                           VITAS HEALTHCARE CORPORATION OF OHIO
                           VITAS HEALTHCARE CORPORATION ATLANTIC
                           VITAS HEALTHCARE CORPORATION MIDWEST
                           VITAS HEALTHCARE OF TEXAS, L.P.
                           VITAS HME SOLUTIONS, INC.
                           VITAS HOLDINGS CORPORATION
                           VITAS HOSPICE SERVICES, L.L.C.


                           By: /s/ David P. Williams
                               ----------------------------------------
                           Name:  David P. Williams
                           Title: Chief Financial Officer



                         Signature Page to Reaffirmation