exv10w35a






EXHIBIT 10.35a




EXHIBIT A-1




FORM OF BORROWER’S IN-HOUSE COUNSEL’S OPINION



Attached



 









 





May 2, 2007




To each of the Agents and the
 Lenders
party to the Financing
 Agreement
referenced below





	 	Re: 	 	Chemed Corporation





Ladies and Gentlemen:




          I am General Counsel to Chemed Corporation, a Delaware corporation (the “Borrower”),
and in such capacity have acted as counsel to the Borrower and the subsidiaries of the Borrower
identified on Schedule I hereto (the “Subsidiaries” and together with the Borrower, collectively,
the “Loan Parties”), in connection with the Credit Agreement of even date herewith (the
“Credit Agreement”), by and among the Borrower, the lenders party thereto (each a
“Lender” and collectively, the “Lenders”) and JPMorgan Chase Bank, N.A. (in such
capacity, the “Administrative Agent”). This opinion is being delivered to you pursuant to
Section 4.1.5(a) of the Credit Agreement. All capitalized terms used and not defined herein have
the same meanings herein as set forth in the Credit Agreement.




          In that connection, I have examined, caused the examination of, or am otherwise familiar with,
originals, or copies certified or otherwise identified to my satisfaction, of such documents,
corporate records and other instruments as I have deemed necessary or appropriate for purposes of
this opinion, including (i) the Credit Agreement, (ii) the Pledge and Security Agreement, (iii) the
Guaranty Agreement and (iv) charter and by-laws or other formation documents, as applicable, for
each Loan Party. The documents described in clauses (i), (ii) and (iii) and of the immediately
preceding sentence are sometimes referred to as the “Specified Loan Documents”. I have
also relied, with respect to certain factual matters, on the representations and warranties of each
Loan Party contained in the Specified Loan Documents and have assumed compliance by each Loan Party
with the terms of the Specified Loan Documents.




          In rendering my opinion, I have assumed (i) the due authorization of the Specified Loan
Documents by all parties thereto other than the Subsidiaries incorporated in states other than the
State of Delaware that are identified on Schedule II hereto (the “Non-Delaware
Subsidiaries”) and (ii) each party to the Specified Loan Documents (other than the Non-Delaware
Subsidiaries) has the full power, authority and legal right to enter into and perform its
obligations under the Specified Loan Documents to which it is a party.




          Based upon the foregoing, and subject to the qualifications hereinafter set forth, I am of the
opinion that:







 









 








          1. Each of the Non-Delaware Subsidiaries (other than Vitas Healthcare of Texas, L.P.) has all
requisite corporate power and authority to conduct its business as now conducted and to execute and
deliver each Specified Loan Document to which it is a party, and to consummate the transactions
contemplated by the Specified Loan Documents to which it is a party. Vitas Healthcare of Texas,
L.P. has the limited liability partnership power and authority to conduct its business as now
conducted and to execute and deliver each Specified Loan Document to which it is a party, and to
consummate the transactions contemplated by the Specified Loan Documents to which it is a party.
Each of the Non-Delaware Subsidiaries is in good standing in the laws of its respective State of
Incorporation (as identified on Schedule II hereto).




          2. Each Loan Party is duly qualified to do business as a foreign corporation and is in good
standing in each jurisdiction in which the character of the properties owned or leased by it or in
which the transaction of its business makes such qualification necessary, except in jurisdictions
where the absence of any such qualification could not reasonably be expected to result in a
Material Adverse Effect.




          3. The execution and delivery by each Loan Party of each Specified Loan Document to which such
Loan Party is a party, as applicable, and the performances by such Loan Party of its obligations
thereunder, (a) have been duly authorized by all necessary corporate action, limited partnership
action or limited liability company action, as applicable, and (b) do not contravene its charter or
by-laws or other formation documents, as applicable.




          4. The execution and delivery by each Loan Party of each Specified Loan Document to which it
is a party and the performances by such Loan Party of its obligations thereunder, (a) do not
violate the terms of any indenture, mortgage, deed of trust, loan agreement, lease agreement or any
other agreement known to me to which it or any of its properties may be bound and the violation of
which could reasonably be expected to have, singly or in the aggregate, a Material Adverse Effect
and (b) do not result in the creation of any lien, security interest or other charge or encumbrance
upon or with respect to any of its properties pursuant to the terms of any contractual restriction
binding on it or any of its properties that could reasonably be expected to have, singly or in the
aggregate, a Material Adverse Effect, other than pursuant to or as permitted by the Loan Documents.
My opinion does not extend to compliance by any Loan Party with the Senior Unsecured Indenture
Documents or any financial ratio or limitation in any contractual restriction expressed as a dollar
amount (or an amount expressed in another currency) or to performance under any contractual
restriction in the Specified Loan Documents to the extent it restricts actions required under the
agreements in clause (a) of the preceding sentence.




          5. Each Specified Loan Document has been duly executed and delivered by each Loan Party which
is a party thereto.




          6. The securities described on Schedule III (the “Pledged Securities”) have been duly
authorized and validly issued, are fully paid and nonassessable and the Pledge and Security
Agreement accurately identifies the Pledged Securities.




          7. To my knowledge, there is no pending or threatened action, suit or proceeding involving any
Loan Party before any court or other Governmental Authority or any arbitrator that could reasonably
be expected to have a Material Adverse Effect.







 









 








          8. No authorization, approval or other action by, and no notice to, consent of, order of or
filing with, any United States Federal or Florida, Iowa, Massachusetts, Nevada, Ohio or Texas
governmental authority is required to be made or obtained by any of the Non-Delaware Subsidiaries
in connection with the execution, delivery and performance by any Non-Delaware Subsidiary of the
Specified Loan Documents to which it is a party, other than (i) such reports to United States
governmental authorities regarding international capital and foreign currency transactions as may
be required pursuant to 31 C.F.R. Part 128, (ii) those that have been made or obtained and are in
full force and effect or as to which the failure to be made or obtained or to be in full force and
effect should not result, individually or in the aggregate, in a material adverse effect on
Borrower and its Subsidiaries, taken as a whole, (iii) such registrations, filings and approvals
under Federal or state laws as may be necessary in connection with the exercise of remedies or sale
of collateral or the granting of additional security interests or guarantees pursuant to the
Specified Loan Documents, (iv) such registrations, filings or approvals that are required in order
to perfect or record security interests granted under the Specified Loan Documents and (v) such
registrations, filings and approvals that may be required because of the legal or regulatory status
of any Lender or because of any other facts specifically pertaining to any Lender.




          9. No Loan Party is required to register as an “investment company” as such term is defined in
the Investment Company Act of 1940.




          I understand that you are satisfying yourselves as to the status under Section 548 of the
Bankruptcy Code and applicable state fraudulent conveyance laws of the obligations of the Loan
Parties under the Loan Documents and I express no opinion thereon. I also express no opinion as to
the application or effect of any health care laws or regulations to which Vitas Healthcare
Corporation or any of its subsidiaries is subject or the necessity of any authorization, approval
or action by, or any notice to, consent of, order of, or a filing with, any Governmental Authority
pursuant to any such laws or regulations.




          I am admitted to practice only in the State of Ohio and I express no other opinion as to
matters governed by any laws other than the laws of Delaware, Florida, Iowa, Massachusetts, Nevada,
Ohio and Texas and the Federal law of the United States of America.









 









 








     My opinion is rendered only to the Administrative Agent and the Lenders under the Credit
Agreement and is solely for their benefit in connection with the above transactions. In addition,
I hereby consent to reliance on this opinion by a permitted assign of a Lender’s interest in the
Credit Agreement, provided that such permitted assign becomes a Lender on or prior to the
90th day after the date of this opinion. I am opining as to the matters herein only as of the date
hereof, and, while you are authorized to deliver copies of this opinion to such permitted assigns
and they are permitted to rely on this opinion, the rights to do so do not imply any obligation on
my part to update this opinion. This opinion may not be relied upon by any other person or for any
other purpose or used, circulated, quoted or otherwise referred to for any other purpose.



Very truly yours,




 









 





Schedule I




	 	 	 
	Loan Party	 	Jurisdiction of Organization
	COMFORT CARE HOLDINGS CO.

	 	Nevada
	Jet Resource, Inc.

	 	Delaware
	ROTO-ROOTER CORPORATION

	 	Iowa
	ROTO-ROOTER SERVICES COMPANY

	 	Iowa
	NUROTOCO OF MASSACHUSETTS, INC.

	 	Massachusetts
	Consolidated HVAC, Inc.

	 	Ohio
	Roto-Rooter Group, Inc.

	 	Delaware
	R.R. UK, Inc.

	 	Delaware
	ROTO-ROOTER DEVELOPMENT COMPANY

	 	Delaware
	Vitas Healthcare Corporation

	 	Delaware
	VITAS Healthcare Corporation of Arizona

	 	Delaware
	VITAS Healthcare Corporation of Georgia

	 	Delaware
	Vitas Healthcare Corporation of California

	 	Delaware
	Vitas Healthcare Corporation of Central Florida

	 	Delaware
	Vitas Healthcare Corporation of Florida

	 	Florida
	Vitas Healthcare Corporation of Illinois

	 	Delaware
	VITAS HEALTHCARE CORPORATION OF OHIO

	 	Delaware
	Vitas Healthcare Corporation Atlantic

	 	Delaware
	Vitas Healthcare Corporation Midwest

	 	Delaware
	VITAS HME Solutions, Inc.

	 	Delaware
	Vitas Holdings Corporation

	 	Delaware
	Hospice Care Incorporated

	 	Delaware
	VITAS CARE SOLUTIONS, INC.

	 	Delaware
	Vitas Hospice Services, L.L.C.

	 	Delaware
	Vitas Healthcare of Texas, L.P.

	 	Texas






 









 






Schedule II




	 	 	 
	Non-Delaware Subsidiary	 	Jurisdiction of Organization
	 
	 	 
	COMFORT CARE HOLDINGS CO.

	 	Nevada
	 
	 	 
	ROTO-ROOTER CORPORATION

	 	Iowa
	 
	 	 
	ROTO-ROOTER SERVICES COMPANY

	 	Iowa
	 
	 	 
	NUROTOCO OF MASSACHUSETTS, INC.

	 	Massachusetts
	 
	 	 
	Consolidated HVAC, Inc.

	 	Ohio
	 
	 	 
	Vitas Healthcare Corporation of Florida

	 	Florida
	 
	 	 
	Vitas Healthcare of Texas, L.P.

	 	Texas






 









 






Schedule III




	 	 	 	 	 	 	 
	 	 	 	 	Shares of Common
	 	 	 	 	Stock owned by the
	 	 	 	 	Grantor Subject
	Issuer	 	Grantor	 	to Pledge
	COMFORT CARE HOLDINGS CO.

	 	CHEMED CORPORATION
	 	 	1,000	 
	Jet Resource, Inc.

	 	CHEMED CORPORATION
	 	 	1,000	 
	Roto-Rooter Group, Inc.

	 	CHEMED CORPORATION
	 	 	1,000	 
	ROTO-ROOTER DEVELOPMENT 

COMPANY

	 	ROTO-ROOTER CORPORATION
	 	 	1,000	 
	ROTO-ROOTER CORPORATION

	 	Roto-Rooter Group, Inc.
	 	 	1,000	 
	ROTO-ROOTER SERVICES COMPANY

	 	Roto-Rooter Group, Inc.
	 	 	1,000	 
	R.R. UK, Inc.

	 	Roto-Rooter Group, Inc.
	 	 	1000	 
	NUROTOCO OF MASSACHUSETTS,
INC.

	 	ROTO-ROOTER SERVICES COMPANY
	 	 	1

999	 
	Consolidated HVAC, Inc.

	 	ROTO-ROOTER SERVICES COMPANY
	 	 	1,000	 
	Vitas Healthcare Corporation

	 	COMFORT CARE HOLDINGS CO.
	 	 	1,000	 
	Vitas Healthcare
Corporation of California

	 	Vitas Hospice Services, L.L.C.
	 	 	1,000	 
	Vitas Healthcare
Corporation of Central
Florida

	 	Vitas Hospice Services, L.L.C.
	 	 	1,000	 
	Vitas Healthcare
Corporation of Florida

	 	Vitas Hospice Services, L.L.C.
	 	 	100	 
	Vitas Healthcare
Corporation of Illinois

	 	Vitas Hospice Services, L.L.C.
	 	 	1,000	 
	VITAS HEALTHCARE 

CORPORATION OF OHIO

	 	Vitas Hospice Services, L.L.C.
	 	 	1,000	 
	VITAS HEALTHCARE 

CORPORATION ATLANTIC

	 	Vitas Hospice Services, L.L.C.
	 	 	1,000	 
	VITAS HEALTHCARE 

CORPORATION MIDWEST

	 	Vitas Hospice Services, L.L.C.
	 	 	1,000	 
	VITAS HME Solutions, Inc.

	 	Vitas Hospice Services, L.L.C.
	 	 	1,000	 
	Vitas Holdings Corporation

	 	Vitas Hospice Services, L.L.C.
	 	 	1,000	 
	Hospice Care Incorporated

	 	Vitas Hospice Services, L.L.C.
	 	 	1,000	 
	VITAS CARE SOLUTIONS, INC.

	 	Vitas Hospice Services L.L.C.
	 	 	1,000	 
	VITAS Healthcare
Corporation of Georgia

	 	Vitas Hospice Services, L.L.C.
	 	 	1,000	 
	VITAS Healthcare
Corporation of Arizona

	 	Vitas Hospice Services, L.L.C.
	 	 	1,000	 






 









 






EXHIBIT A-2




FORM OF CRAVATH SWAINE & MOORE LLP OPINION



Attached



 









 





May 2, 2007




Chemed Corporation




Ladies and Gentlemen:




          We have acted as special New York counsel to Chemed Corporation, a Delaware corporation (the
“Borrower”), in connection with the Credit Agreement of even date herewith (the “Credit
Agreement”), among the Borrower, the lenders party thereto (collectively, the
“Lenders”) and JPMorgan Chase Bank, N.A., as administrative agent for the Lenders (in such
capacity, the “Administrative Agent”). This opinion is being delivered to you pursuant to
Section 4.1.5(b) of the Credit Agreement. Capitalized terms used but not defined herein have the
meanings assigned to them in the Credit Agreement.




          In that connection, we have examined originals, or copies certified or otherwise identified to
our satisfaction, of such documents, corporate records and other instruments as we have deemed
necessary or appropriate for purposes of this opinion, including:




          (i) the Credit Agreement,




          (ii) the Pledge and Security Agreement, and




          (iii) the Guaranty Agreement,



The documents described in clauses (i), (ii) and (iii) of the immediately preceding sentence are
sometimes referred to herein as the “Agreements”. We have also relied, with respect to certain
factual matters, on the representations and warranties of each Credit Party contained in the
Agreements and have assumed compliance by each Credit Party with the terms of the Agreements.




          In rendering our opinion, we have assumed (a) the genuineness of all signatures, (b) the due
existence of each Credit Party, (c) that each Credit Party has all necessary power, authority and
legal right to execute and deliver the Agreements to which it is a party and to perform its
obligations thereunder, (d) the due authorization, execution and delivery of the Agreements by all
parties thereto, (e) the authenticity of all documents submitted to us as originals, (f) the
conformity to original documents of all documents submitted to us as copies and (g) that the choice
of New York law contained in the Agreements was not qualified by giving effect to Federal laws
applicable to national banks.




          Based on the foregoing and subject to the qualifications hereinafter set forth, we are of
opinion as follows:







 









 








          1. The execution and delivery by each Credit Party of the Agreements to which it is a party,
the performance by each Credit Party of its obligations thereunder and the grant by each Grantor
and Pledgor (each as defined in the Pledge and Security Agreement) of security interests pursuant
to the Pledge and Security Agreement will not violate any law, rule or regulation of the United
States of America or the State of New York.




          2. To the extent governed by New York law, each Agreement constitutes a legal, valid and
binding obligation of each Credit Party party thereto, enforceable against such Credit Party in
accordance with its terms, subject in each case to applicable bankruptcy, insolvency,
reorganization, moratorium, fraudulent transfer and other similar laws relating to or affecting
creditors’ rights generally from time to time in effect and to general principles of equity
(including, without limitation, concepts of materiality, reasonableness, good faith and fair
dealing), regardless of whether considered in a proceeding in equity or at law. The foregoing
opinion is subject to the following qualifications: (i) certain provisions of the Agreements are or
may be unenforceable in whole or part under the laws of the State of New York, but the inclusion of
such provisions does not affect the validity of the Agreements or the liens and security interests
purported to be created by the Agreements, and the Agreements contain adequate provisions for the
practical realization of the principal rights and benefits intended to be afforded thereby, (ii)
insofar as provisions contained in the Agreements provide for indemnification or limitations on
liability, the enforceability thereof may be limited by public policy considerations, (iii) the
availability of a decree for specific performance or an injunction is subject to the discretion of
the court requested to issue any such decree or injunction and (iv) we express no opinion as to the
effect of the laws of any jurisdiction other than the State of New York where any Lender may be
located or where enforcement of the Agreements may be sought that limit the rates of interest
legally chargeable or collectible.




          3. No authorization, approval or other action by, and no notice to, consent of, order of or
filing with, any United States Federal or New York State governmental authority is required to be
made or obtained by any Loan Party in connection with the execution, delivery and performance by
any Credit Party of the Agreements to which it is a party or the grant by each Grantor and Pledgor
of the security interests under the Pledge and Security Agreement, other than (i) such reports to
United States governmental authorities regarding international capital and foreign currency
transactions as may be required pursuant to 31 C.F.R. Part 128, (ii) those that have been made or
obtained and are in full force and effect or as to which the failure to be made or obtained or to
be in full force and effect should not result, individually or in the aggregate, in a material
adverse effect on Borrower and its Subsidiaries, taken as a whole, (iii) such registrations,
filings and approvals under Federal or state laws as may be necessary in connection with the
exercise of remedies or sale of collateral or the granting of additional security interests or
guarantees pursuant to the Agreements, (iv) such registrations, filings or approvals that are
required in order to perfect or record security interests granted under the Agreements and (v) such
registrations, filings and approvals that may be required because of the legal or regulatory status
of any Lender or because of any other facts specifically pertaining to any Lender.




          4. Assuming that the Borrower complies with the provisions of the Credit Agreement relating to
the use of proceeds of the Loans, the making of the Loans under the Credit






 









 







Agreement on the date hereof does not violate Regulation T, U or X of the Board of Governors
of the Federal Reserve System.




          5. The provisions of the Pledge and Security Agreement are sufficient to create in favor of
the Administrative Agent a security interest in all right, title and interest of each Credit Party
party thereto in such of the Collateral (as defined therein) as constitutes “accounts”, “chattel
paper”, “documents”, “equipment”, “general intangibles”, “goods”, “instruments”, “inventory” and
“investment property” within the meaning of the Uniform Commercial Code of the State of New York as
in effect on the date hereof (the “New York UCC”) (such of the Collateral being hereinafter
referred to as the “Specified UCC Collateral”), to the extent that the creation of security
interests in the Specified UCC Collateral is governed by the New York UCC.




          6. Upon delivery to and the continued possession by the Administrative Agent, in each case in
the State of New York, of all certificates evidencing the securities described in Annex I hereto
and pledged on the date hereof under the Pledge and Security Agreement that constitute certificated
securities within the meaning of Article 8 of the New York UCC (the “Pledged Certificates”), issued
or endorsed in the name of the Administrative Agent or in blank or together with stock powers
properly executed in the name of the Administrative Agent or in blank with respect thereto, the
security interest in favor of the Administrative Agent for the benefit of the Holders of Secured
Obligations in such Pledged Certificates will be perfected. The security interest in such Pledged
Certificates will be prior to any security interest, lien, charge or encumbrance that must be
perfected by possession or filing under the New York UCC, to the extent that the creation and
perfection of security interests in such Pledged Certificates is governed by the New York UCC.




          The opinion expressed in this paragraph 6 is based on the assumption that the Administrative
Agent has obtained control (for purposes of Article 9 of the New York UCC) of, and the Holders of
Secured Obligations have acquired their security interest in, the Pledged Certificates for value.
For purposes of the foregoing sentence, the term “value” shall have the meaning given to such term
in the New York UCC.




          7. Our opinions expressed in paragraphs 5 and 6 are further qualified as follows:





     1. we express no opinion as to (i) rights in or title to the Pledged Certificates or
any Collateral held by any Credit Party or (ii) the completeness or accuracy of the
description in such documents of any Collateral;




     2. we express no opinion as to the creation or perfection of any security interests (i)
in any item of Collateral other than (as to creation and perfection) the Pledged
Certificates and (as to creation) the Specified UCC Collateral or (ii) in any item of
Collateral that is expressly excluded from the application of the New York UCC pursuant to
Section 9-109 thereof;




     3. we express no opinion as to the perfection of any security interest in any
“proceeds” (as such term is defined in the New York UCC) and note that the creation and



 









 







perfection of any such interest is limited to the extent set forth in Section 9-315 of
the New York UCC;




     4. except as specifically set forth in paragraph 6, we express no opinion as to the
priority of any security interest created under the Agreements, and we express no opinion in
paragraph 6 as to the relative priority of the security interest in the Pledged Certificates
as against (i) any claim or lien in favor of the United States of America or any agency or
instrumentality thereof (including, without limitation, Federal tax liens and liens under
Title IV of the Employee Retirement Income Security Act of 1974, as amended), (ii) the claim
of a lien creditor to the extent set forth in Section 9-317 or 9-323 of the New York UCC or
(iii) another secured party with a perfected security interest in other property of any
Credit Party to the extent any item of Collateral constitutes proceeds of such other
creditor’s property to the extent set forth in Section 9-322 of the New York UCC or (iv) in
the case of certificated securities, negotiable documents or instruments (as defined in
Section 9-102(a)(47) of the New York UCC), another secured party with a security interest
perfected without filing or the taking of possession to the extent set forth in Section
9-312(e) of the New York UCC ;




     5. in the case of property that becomes Collateral after the date hereof, Section 552
of Title 11 of the United States Code (the “Bankruptcy Code”) limits the extent to
which property acquired by a debtor after the commencement of a case under the Bankruptcy
Code may be subject to a security interest arising from a security agreement entered into by
the debtor before the commencement of such case;




     6. we express no opinion as to the validity or enforceability of any security interest
in goods (as defined in the New York UCC) that have been bought by a buyer in the ordinary
course of business (as defined in Section 1-201 of the New York UCC);




     7. we express no opinion regarding any copyrights, patents, trademarks, service marks
or other intellectual property, the proceeds thereof, or money due with respect to the
lease, license or use thereof except to the extent Article 9 of the New York UCC may be
applicable to the foregoing, and we express no opinion as to the effect of any Federal laws
relating to copyrights, patents, trademarks, service marks or other intellectual property on
the opinions expressed herein;




     8. we express no opinion as to security interests in any item of collateral subject to
any restriction on or prohibition against assignment or transfer contained in or otherwise
applicable to such item of collateral or any contract, agreement, license, permit, security,
instrument or document constituting, evidencing or relating to such item, except to the
extent that any such restriction or prohibition is rendered ineffective pursuant to any of
Sections 9-406 through 9-409, inclusive, of the New York UCC. We note that even though the
New York UCC may render such a restriction or prohibition ineffective for purposes of
creation or perfection of a security interest, nonetheless, in many cases, such a security
interest may represent only limited rights in the related items of collateral and be subject
to various restrictions (including restrictions on rights of use, assignment and
enforcement); and



 









 






     9. we express no opinion as to any Collateral constituting claims against any
government or governmental agency, including any Collateral that is subject to the Federal
Assignment of Claims Act.



          We express no opinion herein as to any provision in any Agreement that (a) relates to the
subject matter jurisdiction of any Federal court of the United States of America, or any Federal
appellate court, to adjudicate any controversy related to the Agreements (such as the provision
found in Section 15.2 of the Credit Agreement), (b) contains a waiver of an inconvenient forum
(such as the provision found in Section 15.2 of the Credit Agreement), (c) relates to a right of
setoff in respect of purchases of interests in loans (such as the provision found in Section 11.2
of the Credit Agreement) or with respect to parties that may not hold mutual debts (such as the
provision found in Section 11.1 of the Credit Agreement), (d) provides for liquidated damages, (e)
relates to the waiver of rights to jury trial (such as the provision found in Section 15.3 of the
Credit Agreement), (f) relates to governing law to the extent that it purports to affect the choice
of law governing perfection and the effect of perfection and non-perfection of security interests
or (h) relates to any arrangement or similar fee payable to any arranger (including the Arranger
and the Administrative Agent) of the commitments or loans under the Credit Agreement or any fee not
set forth in the Agreements. We also express no opinion as to (v) the enforceability of the
provisions of any Agreement to the extent that such provisions constitute a waiver of illegality as
a defense to performance of contract obligations or any other defense to performance which cannot,
as a matter of law, be effectively waived, (w) whether a state court outside the State of New York
or a Federal court of the United States would give effect to the choice of New York law provided
for in the Agreements, (x) with respect to any Credit Party organized under the laws of the State
of Delaware, the effect of any provision in the certificate of incorporation of such Credit Party
of the type permitted by Section 102(b)(2) of the General Corporation Law of the State of Delaware,
(y) the effect of qualifying the choice of New York law by giving effect to Federal laws applicable
to national banks or (z) the application or effect of any laws or regulations relating to the
provision of healthcare products or services to which Vitas Healthcare Corporation or any Credit
Party or any of its subsidiaries is subject or the necessity of any authorization, approval or
action by, or any notice to, consent of, order of, or a filing with, any Governmental Authority
pursuant to any such laws or regulations.




          We understand that you are satisfying yourselves as to the status under Section 548 of the
Bankruptcy Code and applicable state fraudulent conveyance laws of the obligations of each Credit
Party and the security interests of the Agent and the Lenders under the Agreements, and we express
no opinion thereon.




          We are admitted to practice only in the State of New York, and we express no opinion as to
matters governed by any laws other than the laws of the State of New York and the Federal law of
the United States of America. Our opinions relating to security interests are limited to Article 8
and Article 9 of the New York UCC and do not address (i) laws of jurisdictions other than New York,
and laws of New York except for Article 8 or Article 9, as the case may be, (ii) collateral of a
type not subject to Article 8 or Article 9 of the New York UCC, (iii) what law governs perfection
and the effect of perfection or non-perfection of such security interests or (iv) the effect, if
any, of laws of jurisdictions other than New York on the creation, perfection or priority of such
security interests.







 









 








          This opinion is rendered only to the Administrative Agent and the Lenders under the Credit
Agreement and is solely for their benefit in connection with the above transactions. In addition,
we hereby consent to reliance on this opinion by a permitted assign of a Lender’s interest in the
Credit Agreement, provided that such permitted assign becomes a Lender on or prior to the
90th day after the date of this opinion. We are opining as to the matters herein only as of the
date hereof, and, while you are authorized to deliver copies of this opinion to such permitted
assigns and they are permitted to rely on this opinion, the rights to do so do not imply any
obligation on our part to update this opinion. This opinion may not be relied upon by any other
person or for any other purpose or used, circulated, quoted or otherwise referred to for any other
purpose.




Very truly yours,




JPMorgan Chase Bank, N.A., as

Administrative Agent for the Lenders

under the Pledge and Security

Agreement referred to above,

JPMorgan Chase Bank, N.A., as Administrative

Agent under the Credit Agreement

referred to above, and each of the lending

and other financial institutions

party to the Credit Agreement




In care of:

   JPMorgan Chase Bank, N.A.

      8044 Montgomery Road, Floor 3

         Cincinnati, OH 45236




 









 





Annex I




	 	 	 	 	 	 	 
	Issuer	 	Loan Party	 	Certificate Number
	COMFORT CARE HOLDINGS CO.

	 	CHEMED CORPORATION
	 	 	1	 
	Jet Resource, Inc.

	 	CHEMED CORPORATION
	 	 	1	 
	Roto-Rooter Group, Inc.

	 	CHEMED CORPORATION
	 	 	2	 
	ROTO-ROOTER DEVELOPMENT 

COMPANY

	 	ROTO-ROOTER CORPORATION
	 	 	1	 
	ROTO-ROOTER CORPORATION

	 	Roto-Rooter Group, Inc.
	 	 	2	 
	ROTO-ROOTER SERVICES 

COMPANY

	 	Roto-Rooter Group, Inc.
	 	 	226	 
	R.R. UK, Inc.

	 	Roto-Rooter Group, Inc.
	 	 	1	 
	NUROTOCO OF
MASSACHUSETTS, INC.

	 	ROTO-ROOTER SERVICES

COMPANY
	 	 	1

2	 
	Consolidated HVAC, Inc.

	 	ROTO-ROOTER SERVICES

COMPANY
	 	 	2	 
	Vitas Healthcare 

Corporation

	 	COMFORT CARE HOLDINGS
CO.	 	 	 	 
	Vitas Healthcare
Corporation of California

	 	Vitas Hospice
Services, L.L.C.
	 	 	2	 
	Vitas Healthcare
Corporation of Central
Florida

	 	Vitas Hospice
Services, L.L.C.
	 	 	2	 
	Vitas Healthcare
Corporation of Florida

	 	Vitas Hospice
Services, L.L.C.
	 	 	4	 
	Vitas Healthcare
Corporation of Illinois

	 	Vitas Hospice
Services, L.L.C.
	 	 	1	 
	VITAS HEALTHCARE 

CORPORATION OF OHIO

	 	Vitas Hospice
Services, L.L.C.
	 	 	2	 
	VITAS HEALTHCARE 

CORPORATION ATLANTIC

	 	Vitas Hospice
Services, L.L.C.
	 	 	2	 
	VITAS HEALTHCARE 

CORPORATION MIDWEST

	 	Vitas Hospice
Services, L.L.C.
	 	 	1	 
	VITAS HME Solutions, Inc.

	 	Vitas Hospice
Services, L.L.C.
	 	 	2	 
	Vitas Holdings Corporation

	 	Vitas Hospice
Services, L.L.C.
	 	 	3	 
	Hospice Care Incorporated

	 	Vitas Hospice
Services, L.L.C.
	 	 	2	 
	VITAS CARE SOLUTIONS, INC.

	 	Vitas Hospice Services
L.L.C.
	 	 	1	 
	VITAS Healthcare
Corporation of Georgia

	 	Vitas Hospice
Services, L.L.C.
	 	 	5	 
	VITAS Healthcare
Corporation of Arizona

	 	Vitas Hospice
Services, L.L.C.
	 	 	1	 






 









 






EXHIBIT A-3




FORM OF RICHARDS, LAYTON & FINGER, P.A. OPINION



Attached




 











 





EXHIBIT B




FORM OF COMPLIANCE CERTIFICATE




	To:  	 	The Lenders under the

Credit Agreement described below





          This Compliance Certificate is furnished pursuant to that certain Credit Agreement, dated as
of May [__], 2007 (as the same may be amended, restated, supplemented or otherwise modified from
time to time, the “Credit Agreement”), among Chemed Corporation, a Delaware corporation, as
the Borrower (the “Borrower”), certain financial institutions from time to time party
thereto as lenders (the “Lenders”) and JPMorgan Chase Bank, National Association, as
Administrative Agent for itself and the other Lenders (the “Administrative Agent”). Unless
otherwise defined herein, capitalized terms used in this Compliance Certificate have the meanings
ascribed thereto in the Credit Agreement.



          THE UNDERSIGNED HEREBY CERTIFIES THAT:



          1. I am the duly elected __________ of the Borrower;1 and



          2. Schedule I attached hereto sets forth financial data and computations evidencing the
Borrower’s compliance with certain covenants of the Credit Agreement, all of which data and
computations are true and correct.



          The foregoing certifications, together with the computations set forth in Schedule I hereto
and the financial statements delivered with this Certificate in support hereof, are made and
delivered this ___ day of __________, 20__.



	 	 	 	 	 
	 	CHEMED CORPORATION, as the Borrower


 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	[Chief Financial Officer][Treasurer] 	 
	 





 




			
	1	 	Per Section 6.1.3 of the Credit Agreement,
this certificate is to be completed and executed by the chief financial officer
or treasurer.




B-1









 










SCHEDULE I TO COMPLIANCE CERTIFICATE




Compliance
as of _________ ___,
20___ (the “Compliance Date”) with 

Provisions of Sections [6.20], [6.21], [6.22], [6.23] and [6.26] of the Credit Agreement




	I.	 	FINANCIAL COVENANTS
	 
	A.	 	LEVERAGE RATIO (Section 6.20)





	 	 	 	 	 	 	 

	(1)	 	Consolidated Funded Indebtedness	 	 
	 
	 	 	 	 	 	 
	 

	 	(a)
	 	Consolidated Indebtedness (includes
only amounts classified on balance sheet as long-term
Indebtedness)
	 	$___________
	 
	 	 	 	 	 	 
	 

	 	(b)
	 	Stated or face amount of all Letters of
Credit
(other than Letters of Credit to the extent
collateralized by cash or Cash Equivalent
Instruments)
	+  	$___________
	 
	 	 	 	 	 	 
	 

	 	(c)
	 	Consolidated Funded Indebtedness (sum
of (a)
plus (b))
	 	$___________
	 
	 	 	 	 	 	 
	(2)	 	Consolidated EBITDA	 	 
	 
	 	 	 	 	 	 
	 

	 	(a)
	 	Consolidated Net Income from continuing operations
	 	$___________
	 
	 	 	 	 	 	 
	 

	 	(b)
	 	Consolidated Interest Expense
	+  	$___________
	 
	 	 	 	 	 	 
	 

	 	(c)
	 	Expense for taxes paid or accrued
	+  	 $___________
	 
	 	 	 	 	 	 
	 

	 	(d)
	 	Depreciation
	+ 	 $___________
	 
	 	 	 	 	 	 
	 

	 	(e)
	 	Amortization expense of the Borrower
and its consolidated Subsidiaries (including
amortization recorded in connection with the
application of Financial Accounting Standard No. 142
(Goodwill and Other Intangibles))
	+ 	 $___________
	 
	 	 	 	 	 	 
	 

	 	(f)
	 	Dividends, distributions and payments
under
any employee stock award or incentive plans
plus any employment taxes, cash fringes
and employee benefit charges payable in
connection therewith
	+ 	 $___________






B-2









 






	 	 	 	 	 	 	 

	 

	 	(g)
	 	All other non-cash charges of the
Borrower and its consolidated Subsidiaries (excluding
any such non-cash charge to the extent it represents an
accrual of or reserve for cash expenditures in any
future period)
	+ 	 $___________
	 
	 	 	 	 	 	 
	 

	 	(h)
	 	Interest income and non-cash items of
income
of the Borrower and its consolidated
Subsidiaries
	- 	 $___________
	 
	 	 	 	 	 	 
	 

	 	(i)
	 	The aggregate amount of the awards
remitted by the Borrower to its senior management under
the current Multi-Year Management Incentive Plans
(provided that no more than $5,000,000 of cash
compensation, payments or awards remitted to
senior management shall be included in this
calculation)
	+ 	 $___________
	 
	 	 	 	 	 	 
	 

	 	(j)
	 	Non-cash charges arising from
compensation expense as a result of Financial
Accounting Standards Board Statement 123R, “Share Based
Payments”
	+ 	 $___________
	 
	 	 	 	 	 	 
	 

	 	(k)
	 	Any loss incurred by the Borrower as a
result of the early extinguishment of Indebtedness,
including
in connection with redemption of the Senior
Unsecured Notes
	+ 	 $___________
	 
	 	 	 	 	 	 
	 

	 	(l)
	 	All non-recurring costs and expenses
incurred in connection with the consummation of any
Permitted Acquisition, Investment, asset disposition,
issuance or repayment of debt, issuance of equity
securities refinancing transaction or amendment or
modification of any debt instrument (in each case,
including any such transaction consummated prior to the
Closing Date and any such transaction undertaken but
not yet completed) and any non-recurring charges or
non-recurring costs incurred as a result of such
transaction, including all such costs, expenses and
charges in connection with the Convertible Note
Offering and the redemption, and refinancing pursuant
to the Credit Agreement, of the Senior Unsecured Notes
	+ 	 $___________
	 
	 	 	 	 	 	 
	 

	 	(m)
	 	Yellow Pages Advertising Expense
	+ 	 $___________






B-3









 






	 	 	 	 	 	 	 

	 

	 	(n)
	 	Up to $25,000,000 in respect of
litigation costs and expenses (including settlement
amounts) related to matters settled prior to the
Closing Date and matters disclosed in the Borrower’s
Form 10-Q Quarterly report filed with the SEC for the
fiscal quarter ended March 31, 2007
	+ 	 $___________
	 
	 	 	 	 	 	 
	 

	 	(o)
	 	Consolidated EBITDA
	= 	 $___________
	 
	 	 	 	 	 	 
	(3)	 	Leverage Ratio (Ratio of A(1)(c) to A(2)(o))	 	_______to1.00
	 
	 	 	 	 	 	 
	(4)	 	Maximum Leverage Ratio for any fiscal quarter is
required to be equal to or less than the ratio set forth below
opposite the final day of such Fiscal Quarter:	 	 






	 	 	 
	Fiscal Quarter Ending	 	Maximum Leverage Ratio
	 
	 	 
	As of the Closing Date

	 	3.75 to 1.00
	June 30, 2007

	 	3.75 to 1.00
	September 30, 2007

	 	3.75 to 1.00
	December 31, 2007

	 	3.75 to 1.00
	March 31, 2008

	 	3.75 to 1.00
	 
	 	 
	Each fiscal quarter thereafter

	 	3.50 to 1.00







	B.	 	FIXED CHARGE COVERAGE RATIO (Section 6.21)





	 	 	 	 	 	 	 

	(1)
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	(a)
	 	Consolidated EBITDA (A(2)(o) above)
	 	$___________
	 
	 	 	 	 	 	 
	 

	 	(b)
	 	Consolidated Capital Expenditures
	- 	$___________
	 
	 	 	 	 	 	 
	 

	 	(c)
	 	Total:
	 	$___________
	 
	 	 	 	 	 	 
	(2)
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	(a)
	 	Consolidated Interest Expense
	 	$___________
	 
	 	 	 	 	 	 
	 

	 	(b)
	 	Consolidated Current Maturities
(including,
without limitation, Capitalized Lease
Obligations)
	+ 	$___________






B-4









 






	 	 	 	 	 	 	 

	 

	 	(c)
	 	Cash dividends paid on equity interests of the Borrower
	+ 	 $___________
	 
	 	 	 	 	 	 
	 

	 	(d)
	 	Expenses for cash income taxes paid
	+ 	$___________
	 
	 	 	 	 	 	 
	 

	 	(e)
	 	Total:
	 	$___________
	 
	 	 	 	 	 	 
	(3)	 	Fixed Charge Coverage Ratio (Ratio of B(1)(c) to B(2)(e))	 	________ to1.00
	 
	 	 	 	 	 	 
	(4)	 	Fixed Charge Coverage Ratio for any Fiscal Quarter is
required to be equal to or greater than 1.50 to 1.00.	 	 







	C.	 	MINIMUM CONSOLIDATED NET WORTH (Section 6.22)





	 	 	 	 	 	 	 

	(1)	 	Closing Date Net Worth Amount	 	 
	 
	 	 	 	 	 	 
	 

	 	(a)
	 	The aggregate amount paid to repurchase
the Borrower’s capital stock during the period
beginning on the Closing Date and ended on the
six-month anniversary thereof (or, if earlier, on the
Compliance Date)
	 	$___________
	 
	 	 	 	 	 	 
	 

	 	(b)
	 	The excess of $350,000,000 over the lesser
of $100,000,000 and (a)
	 	$___________
	 
	 	 	 	 	 	 
	(2)	 	50% of the sum of Consolidated Net Income (if positive)
earned in each fiscal quarter beginning with the fiscal quarter
ending on June 30, 2007	 	$___________
	 
	 	 	 	 	 	 
	(3)	 	Minimum Consolidated Net Worth (the sum of C(1)(b)
and C(2)):	 	$___________
	 
	 	 	 	 	 	 
	(4)	 	State whether Consolidated Net Worth was equal to or
greater than C(3) (Consolidated Net Worth is required to be
greater than or equal to item C(3) at the Compliance Date)
	 	Yes/No 







	II.	 	OTHER MISCELLANEOUS PROVISIONS
	 
	A.	 	OPERATING LEASES (Section 6.23)





	 	 	 	 	 	 	 

	(1)	 	The annual aggregate amount of liabilities of the
Borrower and its Subsidiaries under Operating Leases, synthetic
leases or tax ownership operating leases (not to exceed
$30,000,000)	 	$___________







	B.	 	CREDIT PARTIES’ ASSET VALUE (Section 6.26)





	 	 	 	 	 	 	 

	(1)	 	Credit Parties’ Asset Value (not to be less than
$700,000,000 at the end of any fiscal quarter)	 	$___________







B-5











 





EXHIBIT C




FORM OF ASSIGNMENT AND ASSUMPTION AGREEMENT



     This Assignment and Assumption (the “Assignment and Assumption”) is dated as of the
Effective Date set forth below and is entered into by and between [Insert name of Assignor] (the
“Assignor”) and [Insert name of Assignee] (the “Assignee”). Capitalized terms used
but not defined herein shall have the meanings given to them in the Credit Agreement identified
below (as amended, the “Credit Agreement”), receipt of a copy of which is hereby
acknowledged by the Assignee. The Terms and Conditions set forth in Annex 1 attached hereto are
hereby agreed to and incorporated herein by reference and made a part of this Assignment and
Assumption as if set forth herein in full.



     For an agreed consideration, the Assignor hereby irrevocably sells and assigns to the
Assignee, and the Assignee hereby irrevocably purchases and assumes from the Assignor, subject to
and in accordance with the Terms and Conditions and the Credit Agreement, as of the Effective Date
inserted by the Administrative Agent as contemplated below, the interest in and to all of the
Assignor’s rights and obligations in its capacity as a Lender under the Credit Agreement and any
other documents or instruments delivered pursuant thereto that represents the amount and percentage
interest identified below of all of the Assignor’s outstanding rights and obligations under the
respective facilities identified below (including, without limitation, any letters of credit,
guaranties and swingline loans included in such facilities and, to the extent permitted to be
assigned under applicable law, all claims (including without limitation contract claims, tort
claims, malpractice claims, statutory claims and all other claims at law or in equity), suits,
causes of action and any other right of the Assignor against any Person whether known or unknown
arising under or in connection with the Credit Agreement, any other documents or instruments
delivered pursuant thereto or the loan transactions governed thereby) (the “Assigned Interest”).
Such sale and assignment is without recourse to the Assignor and, except as expressly provided in
this Assignment and Assumption, without representation or warranty by the Assignor.



	 	 	 	 	 	 	 

	1.

	 	Assignor:	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	2.

	 	Assignee:
	 	 	 	[and is an Affiliate/Approved
	 

	 	 	 	 	 	 
	 

	 	 	 	Fund of [identify Lender]2]	 	 
	 
	 	 	 	 	 	 
	3.

	 	Borrower:
	 	Chemed Corporation	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	4.

	 	Agent:
	 	JPMorgan Chase Bank, National Association
	 	as the Administrative Agent under the Credit Agreement
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	5.	 	Credit Agreement:      The Credit Agreement dated as of May [__], 2007 among the








 




			
	2	 	Select as applicable.




C-1









 










	 	 	 	 	 

	 

	 	 	 	Borrower, the Lenders, and the Administrative Agent.
	 
	 	 	 	 
	6.

	 	Assigned Interest:	 	 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Aggregate Amount of	 	Amount of	 	 
	 	 	Commitment/Loans	 	Commitment/Loans	 	Percentage Assigned of
	Facility Assigned	 	for all Lenders*	 	Assigned*	 	Commitment/Loans3
	____________4
	 	$	 	 	 	$	 	 	 	 	_______	%
	____________
	 	$	 	 	 	$	 	 	 	 	_______	%
	____________
	 	$	 	 	 	$	 	 	 	 	_______	%






	 	 	 	 	 

	7.

	 	Trade Date:
	 	________________________5





Effective Date: ____________, 20__ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE
EFFECTIVE DATE OF RECORDATION OF TRANSFER BY THE ADMINISTRATIVE AGENT.]




     The terms set forth in this Assignment and Assumption are hereby agreed to:



	 	 	 	 	 
	 	ASSIGNOR

[NAME OF ASSIGNOR]

 	 
	 	By:  	 	 
	 	 	Title: 	 
	 	 	 	 
	 
	 	ASSIGNEE

[NAME OF ASSIGNEE]

 	 
	 	By:  	 	 
	 	 	Title: 	 
	 	 	 	 
	 


[Consented to and]6 Accepted:




	 	 	 	 	 
	JPMORGAN CHASE BANK, National Association, as
Administrative Agent

 	 	 
	By:  	 	 	 
	 	Title: 	 	 
	 	 	 	 
	 





 




			
	*	 	Amount to be adjusted by the counterparties to take into
account any payments or prepayments made between the Trade Date and the
Effective Date.
	 
	3	 	Set forth, to at least 9 decimals, as a percentage of
the Commitment/Loans of all Lenders thereunder.
	 
	4	 	Fill in the appropriate terminology for the
types of facilities under the Credit Agreement that are being assigned under
this Agreement.
	 
	5	 	Insert if satisfaction of minimum amounts is
to be determined as of the Trade Date.
	 
	6	 	To be added only if the consent of the
Administrative Agent is required by the terms of the Credit Agreement.




C-2









 










[Consented to:]7




	 	 	 	 	 
	[CHEMED CORPORATION,

as Borrower]

 	 	 
	By:  	 	 	 
	 	Title: 	 	 
	 	 	 	 
	 





 




			
	7	 	To be added only if the consent of the
Borrower is required by the terms of the Credit Agreement.




C-3









 










ANNEX 1

TERMS AND CONDITIONS FOR

ASSIGNMENT AND ASSUMPTION




          1. Representations and Warranties.




          1.1 Assignor. The Assignor represents and warrants that (i) it is the legal and
beneficial owner of the Assigned Interest, (ii) the Assigned Interest is free and clear of any
lien, encumbrance or other adverse claim and (iii) it has full power and authority, and has taken
all action necessary, to execute and deliver this Assignment and Assumption and to consummate the
transactions contemplated hereby. Neither the Assignor nor any of its officers, directors,
employees, agents or attorneys shall be responsible for (i) any statements, warranties or
representations made in or in connection with the Credit Agreement or any other Loan Document, (ii)
the execution, legality, validity, enforceability, genuineness, sufficiency, perfection, priority,
collectibility, or value of the Loan Documents or any collateral thereunder, (iii) the financial
condition of the Borrower, any of its Subsidiaries or Affiliates or any other Person obligated in
respect of any Loan Document, (iv) the performance or observance by the Borrower, any of its
Subsidiaries or Affiliates or any other Person of any of their respective obligations under any
Loan Document, (v) inspecting any of the property, books or records of the Borrower, or any
guarantor, or (vi) any mistake, error of judgment, or action taken or omitted to be taken in
connection with the Loans or the Loan Documents.




          1.2. Assignee. The Assignee (a) represents and warrants that (i) it has full power
and authority, and has taken all action necessary, to execute and deliver this Assignment and
Assumption and to consummate the transactions contemplated hereby and to become a Lender under the
Credit Agreement, (ii) from and after the Effective Date, it shall be bound by the provisions of
the Credit Agreement as a Lender thereunder and, to the extent of the Assigned Interest, shall have
the obligations of a Lender thereunder, (iii) agrees that its payment instructions and notice
instructions are as set forth in Schedule 1 to this Assignment and Assumption, (iv) confirms that
none of the funds, monies, assets or other consideration being used to make the purchase and
assumption hereunder are “plan assets” as defined under ERISA and that its rights, benefits and
interests in and under the Loan Documents will not be “plan assets” under ERISA, (v) agrees to
indemnify and hold the Assignor harmless against all losses, costs and expenses (including, without
limitation, reasonable attorneys’ fees) and liabilities incurred by the Assignor in connection with
or arising in any manner from the Assignee’s non-performance of the obligations assumed under this
Assignment and Assumption, (vi) it has received a copy of the Credit Agreement, together with
copies of financial statements and such other documents and information as it has deemed
appropriate to make its own credit analysis and decision to enter into this Assignment and
Assumption and to purchase the Assigned Interest on the basis of which it has made such analysis
and decision independently and without reliance on the Administrative Agent or any other Lender,
and (vii) attached as Schedule 1 to this Assignment and Assumption is any documentation required to
be delivered by the Assignee with respect to its tax status pursuant to the terms of the Credit
Agreement, duly completed and executed by the Assignee and (b) agrees that (i) it will,
independently and without reliance on the Administrative Agent, the Assignor or any other Lender,
and based on such documents and information as it shall deem appropriate at the time, continue to
make its own credit decisions in





C-4









 







taking or not taking action under the Loan Documents, and (ii) it will perform in accordance
with their terms all of the obligations which by the terms of the Loan Documents are required to be
performed by it as a Lender.




          2. Payments. The Assignee shall pay the Assignor, on the Effective Date, the amount
agreed to by the Assignor and the Assignee. From and after the Effective Date, the Administrative
Agent shall make all payments in respect of the Assigned Interest (including payments of principal,
interest, fees and other amounts) to the Assignor for amounts which have accrued to but excluding
the Effective Date and to the Assignee for amounts which have accrued from and after the Effective
Date.




          3. General Provisions. This Assignment and Assumption shall be binding upon, and
inure to the benefit of, the parties hereto and their respective successors and assigns. This
Assignment and Assumption may be executed in any number of counterparts, which together shall
constitute one instrument. Delivery of an executed counterpart of a signature page of this
Assignment and Assumption by telecopy shall be effective as delivery of a manually executed
counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed
by, and construed in accordance with, the internal law of the State of New York.






C-5









 








SCHEDULE 1




ADMINISTRATIVE QUESTIONNAIRE



(Schedule to be supplied by Closing Unit or Trading Documentation Unit)



US AND NON-US TAX INFORMATION REPORTING REQUIREMENTS



(Schedule to be supplied by Closing Unit or Trading Documentation Unit)




C-6











 





EXHIBIT D




FORM OF LOAN/ CREDIT RELATED MONEY TRANSFER INSTRUCTIONS



To JPMorgan Chase Bank, National Association,

as Administrative Agent (the “Administrative Agent”) under the Credit Agreement

described below.





	 	Re:  	 	Credit Agreement, dated as of May [__], 2007 (as the same may
be amended, restated, supplemented or otherwise modified from time to time, the
“Credit Agreement”), among Chemed Corporation, a Delaware corporation,
as the Borrower (the “Borrower”), certain financial institutions party
thereto as lenders (the “Lenders”) and the Administrative Agent.
Capitalized terms used herein and not otherwise defined herein shall have the
meanings assigned thereto in the Credit Agreement.





     The Administrative Agent is specifically authorized and directed to act upon the following
standing money transfer instructions with respect to the proceeds of Advances or other extensions
of credit from time to time until receipt by the Administrative Agent of a specific written
revocation of such instructions by the Borrower, provided, however, that the
Administrative Agent may otherwise transfer funds as hereafter directed in writing by the Borrower
in accordance with Section 13.1 of the Credit Agreement or based on any telephonic notice made in
accordance with Section 2.14 of the Credit Agreement.



Facility Identification Number(s)
 




Customer/Account Name Chemed Corporation




Transfer Funds To
 




 



For Account No.
 




Reference/Attention To
 




	 	 	 	 	 

	Authorized Officer (Customer Representative)

	 	Date ______________
	 	 
	 
	 	 	 	 
	 

	 	 	 	 
	 

	 	 	 	 
	(Please Print)

	 	Signature	 	 
	 
	 	 	 	 
	Bank Officer Name

	 	Date ______________	 	 
	 
	 	 	 	 
	 

	 	 	 	 
	 

	 	 	 	 
	(Please Print)

	 	Signature	 	 






D-1









 






EXHIBIT E-1




FORM OF REVOLVING LOAN NOTE



			
	 	 	 
	$[__________]
	 	[DATE]






     CHEMED CORPORATION, a Delaware corporation (the “Borrower”), promises to pay to
[LENDER] or its registered assigns (the “Lender”) [_______] DOLLARS ($[_________]) or, if
less, the aggregate unpaid principal amount of all Revolving Loans made by the Lender to Borrower
pursuant to the Credit Agreement (as hereinafter defined), in immediately available funds at the
place specified pursuant to Article II of the Credit Agreement, together with interest on the
unpaid principal amount hereof at the rates and on the dates set forth in the Credit Agreement.
The Borrower shall pay, in Dollars, the principal of and accrued and unpaid interest on the
Revolving Loans in full on the Revolving Loan Termination Date and shall make such mandatory
payments as are required to be made under the terms of Article II of the Credit Agreement.



     The Lender shall, and is hereby authorized to, record on the schedule attached hereto, or to
otherwise record in accordance with its usual practice, the date and amount of each Revolving Loan
and the date and amount of each principal payment hereunder.



     This Revolving Loan Note is one of the Notes issued pursuant to, and is entitled to the
benefits of, the Credit Agreement, dated as of May [__], 2007 (as the same may be amended,
restated, supplemented or otherwise modified from time to time, the “Credit Agreement”),
among the Borrower, the financial institutions from time party thereto as lenders (the
“Lenders”) and JPMorgan Chase Bank, National Association, as Administrative Agent, to which
Credit Agreement reference is hereby made for a statement of the terms and conditions governing
this Note, including the terms and conditions under which this Note may be prepaid or its maturity
date accelerated. Capitalized terms used herein and not otherwise defined herein are used with the
meanings attributed to them in the Credit Agreement. This Note is also entitled to the benefits of
the Collateral Documents and the obligations evidenced hereby are secured by the Liens granted
under the Collateral Documents.



     This Note shall be governed by, and construed in accordance with, the internal laws, but
without regard to the conflict of law provisions, of the State of New York, but giving effect to
federal laws applicable to national banks.



E-1-1









 





	 	 	 	 	 
	 	CHEMED CORPORATION, as the Borrower

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



E-1-2









 






	 	 	 	 	 



SCHEDULE OF REVOLVING LOANS AND PAYMENTS OF PRINCIPAL

TO

REVOLVING LOAN NOTE OF CHEMED CORPORATION

[DATE]




	 	 	 	 	 	 	 
	 	 	Principal	 	Principal	 	 
	 	 	Amount of	 	Amount	 	Unpaid
	Date	 	Revolving Loan	 	Paid	 	Balance
	 
	 	 
	 	 
	 	 





E-1-3









 






EXHIBIT E-2




FORM OF TERM LOAN NOTE



			
	 	 	 
	$[__________]
	 	[DATE]






     CHEMED CORPORATION, a Delaware corporation (the “Borrower”), promises to pay to
[LENDER] or its registered assigns (the “Lender”) [_______] DOLLARS ($[_________]) or, if
less, the aggregate unpaid principal amount of the Term Loan made by the Lender to Borrower
pursuant to the Credit Agreement (as hereinafter defined), in immediately available funds at place
specified pursuant to Article II of the Credit Agreement, together with interest on the unpaid
principal amount hereof at the rates and on the dates set forth in the Credit Agreement. The
Borrower shall pay, in Dollars, the principal of and accrued and unpaid interest on the Term Loan
in full on the Term Loan Maturity Date. The principal indebtedness evidenced hereby shall be
payable in installments as set forth in Article II of the Credit Agreement with a final installment
payable on the Term Loan Maturity Date.



     The Lender shall, and is hereby authorized to, record on the schedule attached hereto, or to
otherwise record in accordance with its usual practice, the date and amount of the Term Loan and
the date and amount of each principal payment hereunder.



     This Term Loan Note is one of the Notes issued pursuant to, and is entitled to the benefits
of, the Credit Agreement, dated as of May [__], 2007 (as the same may be amended, restated,
supplemented or otherwise modified from time to time, the “Credit Agreement”), among the
Borrower, the financial institutions from time to time party thereto as lenders (the
“Lenders”) and JPMorgan Chase Bank, National Association, as Administrative Agent, to which
Credit Agreement reference is hereby made for a statement of the terms and conditions governing
this Note, including the terms and conditions under which this Note may be prepaid or its maturity
date accelerated. Capitalized terms used herein and not otherwise defined herein are used with the
meanings attributed to them in the Credit Agreement. This Note is also entitled to the benefits of
the Collateral Documents and the obligations evidenced hereby are secured by the Liens granted
under the Collateral Documents.



     This Note shall be governed by, and construed in accordance with, the internal laws, but
without regard to the conflict of law provisions, of the State of New York, but giving effect to
federal laws applicable to national banks.



E-2-1









 





	 	 	 	 	 
	 	CHEMED CORPORATION, as the Borrower

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



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SCHEDULE OF TERM LOANS AND PAYMENTS OF PRINCIPAL

TO

TERM LOAN NOTE OF CHEMED CORPORATION

[DATE]




	 	 	 	 	 	 	 	 	 
	 	 	Principal	 	Maturity	 	Principal	 	 
	 	 	Amount of	 	of Interest	 	Amount	 	Unpaid
	Date	 	Term Loan	 	Period	 	Paid	 	Balance
	 
	 	 
	 	 
	 	 
	 	 





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EXHIBIT F




FORM OF OFFICER’S CERTIFICATE



OFFICER’S CERTIFICATE



          I, the undersigned, hereby certify to the “Administrative Agent” and the “Lenders” (each as
defined below) that I am the ________________ of Chemed Corporation, a corporation duly organized
and existing under the laws of the State of Delaware (the “Borrower”). Capitalized terms
used herein and not otherwise defined herein are as defined in that certain Credit Agreement, dated
as of May [__], 2007 (as the same may be amended, restated, supplemented or otherwise modified from
time to time, the “Credit Agreement”), among the Borrower, the financial institutions from
time to time party thereto as lenders (the “Lenders”) and JPMorgan Chase Bank, National
Association, as Administrative Agent. Capitalized terms used herein shall have the meanings set
forth in the Credit Agreement.




          I further certify to the Administrative Agent and the Lenders, as such officer and not
individually, that, pursuant to Section 6.1.3 of the Credit Agreement, as of the date
hereof:





1. No Event of Default or Unmatured Event of Default has occurred and is
continuing [other than the following (describe the nature of the Event of
Default or Unmatured Event of Default and the status thereof)].




[2. The representations and warranties of the Borrower contained in Article
V of the Credit Agreement are true and correct in all material respects on
and as of the date of this Certificate to the same extent as though made on and
as of the date hereof 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 on and as of such earlier
date.]8




[3. Other than as disclosed in public filings with the Securities and Exchange
Commission prior to the initial Credit Extension Date, no material adverse
change in the business, assets, condition (financial or otherwise), or Property
of the Borrower and its Subsidiaries, taken as a whole, has occurred since
December 31,
2006.]9



          IN WITNESS WHEREOF, I hereby subscribe my name on behalf of the Borrower on this ____ day of
___________, 20__.




	 	 	 	 	 
	 	CHEMED CORPORATION, as the Borrower

 	 
	 	By:  	 	 





 




			
	8	 	Bracketed language will only be included in
the Officer’s Certificate delivered on the Closing Date.
	 
	9	 	Bracketed language will only be included in
the Officer’s Certificate delivered on the Closing Date.





Name:

Title:




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EXHIBIT G




LIST OF CLOSING DOCUMENTS



Attached




G-1