UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (date of earliest event reported): October 18, 2013
Gentiva Health Services, Inc.
(Exact Name of Registrant as Specified in Its Charter)
Delaware | 1-15669 | 36-4335801 | ||
(State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
3350 Riverwood Parkway, Suite 1400 Atlanta, Georgia |
30339-3314 | |
(Address of principal executive offices) | (Zip Code) |
(770) 951-6450
(Registrants Telephone Number, Including Area Code)
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 1.01 | Entry into a Material Definitive Agreement. |
Item 2.01 | Completion of Acquisition or Disposition of Assets. |
Item 3.02 | Unregistered Sales of Equity Securities. |
On October 18, 2013 (the Closing Date), Gentiva Health Services, Inc., a Delaware corporation (Gentiva), completed its acquisition of Harden Healthcare Holdings, Inc., a Delaware corporation (Harden), pursuant to that certain Agreement and Plan of Merger, dated as of September 18, 2013 (the Merger Agreement), by and among Gentiva, Harden, Javelin Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Gentiva (Merger Sub), Javelin Healthcare Holdings, LLC, a Delaware limited liability company and wholly owned subsidiary of Gentiva (LLC Sub), R. Steven Hicks, as representative of Hardens stockholders (the Stockholder Representative), the Harden stockholders party thereto (the Sellers) and CTLTC Real Estate, LLC, a Texas limited liability company (DistributionCo). Pursuant to the Merger Agreement, on the Closing Date, Merger Sub merged with and into Harden, with Harden surviving the merger as a wholly owned subsidiary of Gentiva (the First Merger), immediately following which Harden merged with and into LLC Sub, with LLC Sub (the Surviving Company) surviving the merger (the Second Merger and, collectively with the First Merger, the Mergers).
Upon consummation of the Mergers, Gentiva acquired Hardens home health, hospice and community care businesses, and, in connection with, and immediately prior to, the consummation of the Mergers, Harden transferred the assets and liabilities of its long-term care business and its New York home health care business to DistributionCo, which spun off the ownership interest in DistributionCo to certain of the Sellers.
Pursuant to the Merger Agreement, Gentiva paid an aggregate purchase price equal to approximately $408.8 million, comprising approximately $355.0 million in cash (the Cash Consideration) and $53.8 million in shares of Gentivas common stock, par value $0.10 per share (the Consideration Shares).
The foregoing description of the Merger Agreement is only a summary and is qualified in its entirety by reference to the full text of the Merger Agreement, which was previously filed as Exhibit 2.1 to Gentivas Current Report on Form 8-K filed with the Securities and Exchange Commission (the Commission) on September 20, 2013.
The Consideration Shares issued on the Closing Date have not been registered under the Securities Act of 1933, as amended (the Securities Act), or any state securities laws. Gentiva offered the Consideration Shares in reliance upon the exemptions from registration contained in Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D promulgated thereunder. Each Seller represented to Gentiva that such Seller was an accredited investor as defined in Rule 501(a) under the Securities Act and that such Seller was acquiring the Consideration Shares for investment and not with a view to distribution thereof.
On the Closing Date, Gentiva entered into a Stockholders Agreement (the Stockholders Agreement) among the Sellers and the Stockholder Representative, pursuant to which Gentiva has agreed to file, not later than thirty days following the Closing Date, a shelf registration statement on Form S-3 or such other form as may be available to it registering the resale of the Consideration Shares by the Sellers. Gentiva has agreed to use commercially reasonable efforts to cause such registration statement to be declared effective by the Commission as soon as reasonably practicable following the filing thereof, and Gentiva has agreed to keep such registration effective until the earlier of (i) the disposition of the
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Consideration Shares under such registration statement, (ii) the date on which the Consideration Shares may be sold without manner of sale, volume or other restriction pursuant to Rule 144 (or any successor provision) under the Securities Act or (iii) the Consideration Shares cease to be outstanding. Pursuant to the Stockholders Agreement, Gentiva has additionally granted the Sellers certain piggyback registration rights, subject to customary underwriter cutback provisions. Additionally, subject to certain exceptions, the Sellers have agreed not to sell or otherwise transfer 50% of certain of the Consideration Shares received on the Closing Date for a period of one year immediately following the Closing Date.
The foregoing description of the Stockholders Agreement is only a summary and is qualified in its entirety by reference to the full text of the Stockholders Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated by reference herein.
Item 1.02 | Termination of a Material Definitive Agreement. |
Item 2.03 | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
On the Closing Date, Gentiva entered into a new Senior Secured Credit Agreement (the Credit Agreement) by and among Gentiva, Barclays Bank PLC, as Administrative Agent (the Administrative Agent), Swing Line Lender and L/C Issuer, the other lenders party thereto (collectively, the Lenders), Merrill Lynch, Pierce, Fenner & Smith Incorporated, as Syndication Agent, and Bank of Montreal, General Electric Capital Corporation, Morgan Stanley Senior Funding, Inc. and SunTrust Bank, as Co-Documentation Agents, which provides for a $670 million term loan B facility (Term Loan B), a $155 million term loan C facility (Term Loan C and, together with Term Loan B, the Term Loans) and a $100 million revolving credit facility, including an $80 million sublimit for the issuance of standby letters of credit and a $15 million sublimit for swingline loans (the Revolving Facility), each of which is guaranteed jointly and severally by substantially all of Gentivas wholly owned domestic subsidiaries, including Harden and its subsidiaries (collectively, the Guarantors), and is secured by a first-priority security interest in substantially all of Gentivas and the Guarantors existing and future assets.
Interest Rate and Fees
Borrowings under the Revolving Facility and the Term Loans bear interest at a rate equal to an Applicable Rate plus, at Gentivas option, either (a) a base rate (the Base Rate and loans based on such rate, Base Rate Loans) determined by reference to the highest of (1) the rate of interest in effect as publicly announced from time to time by the Administrative Agent as its prime rate, (2) the federal funds rate plus 0.50% and (3) a LIBOR rate determined by reference to the costs of funds for deposits in U.S. dollars for the interest period relevant to such borrowing adjusted for certain additional costs, plus 1.00%, or (b) a LIBOR rate determined by reference to the costs of funds for deposits in U.S. dollars for the interest period relevant to such borrowing adjusted for certain additional costs (the Eurodollar Rate and loans based on such rate, Eurodollar Rate Loans).
The Applicable Rate means (a) in respect of Term Loan B, 4.25% per annum for Base Rate Loans and 5.25% per annum for Eurodollar Rate Loans, (b) in respect of Term Loan C, 3.50% per annum for Base Rate Loans and 4.50% for Eurodollar Rate Loans and (c) in respect of the Revolving Facility, 3.50% per annum for Base Rate Loans and 4.50% per annum for Eurodollar Rate Loans, except that the Applicable Rate in respect of the Revolving Facility will
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be 3.25% per annum for Base Rate Loans and 4.25% per annum for Eurodollar Rate Loans if Gentivas consolidated leverage ratio is less than 4.00 to 1.00. In no event will the Base Rate or the Eurodollar Rate applicable to the Term Loans be less than 2.25% or 1.25% per annum, respectively.
Gentiva is required to pay a commitment fee to the Lenders under the Revolving Facility in respect of the unutilized commitments thereunder calculated at the rate of 0.50% per annum, which fee will decrease to 0.375% for any fiscal quarter for which Gentivas consolidated leverage ratio is less than or equal to 4:00 to 1:00 as of the end of such fiscal quarter. Gentiva must also pay customary letter of credit fees.
Maturity
Both Term Loan C and the Revolving Facility mature five years after the Closing Date. Term Loan B matures six years after the Closing Date. If Gentivas 11.5% Senior Notes due September 1, 2018 (or any replacement thereof) remain outstanding on the date that is six-months prior to September 1, 2018 (the Acceleration Date), and such notes (or any replacement thereof) would mature on or prior to the date that is 180 days after the maturity date of the Term Loan B, then the maturity date with respect to the Term Loans and the Revolving Facility will automatically accelerate and become due on the Acceleration Date.
Scheduled Amortization
Term Loan B is subject to annual amortization in an aggregate principal amount equal to 1.00% of the initial aggregate term advances thereunder, payable in equal quarterly installments commencing on the last day of the first full fiscal quarter ended after the Closing Date.
Term Loan C is subject to increasing annual amortization of the aggregate principal amount of the initial Term Loan C advances, which is payable in equal quarterly installments, commencing March 31, 2014. The balance of Term Loan C will be due and payable at maturity.
Prepayments
Gentiva may voluntarily repay the Term Loans or outstanding loans under the Revolving Facility at any time without premium or penalty, other than customary breakage costs with respect to LIBOR loans. If the Term Loans are repriced or refinanced at a lower interest rate at any time during the one-year period immediately following the Closing Date, Gentiva will be required to pay a premium equal to 1% based on the amount of Term Loans refinanced or in the case of a repricing amendment, the amount of applicable repriced Term Loans then outstanding.
Prepayments are required in connection with (i) certain asset sales, (ii) certain extraordinary receipts such as certain insurance proceeds, (iii) cash proceeds from the issuance of certain debt, and (iv) 50% of Excess Cash Flow (as defined in the Credit Agreement) with two step-downs based on leverage.
Guarantees and Security
On the Closing Date, the Guarantors entered into a Guaranty Agreement (the Guaranty Agreement) with the Administrative Agent, pursuant to which the Guarantors have agreed, jointly and severally, to guarantee all obligations of Gentiva under the Credit Agreement. Additionally, Gentiva and the Guarantors entered into a Security Agreement (the Security Agreement) with the Administrative Agent, pursuant to which Gentiva and the Guarantors have granted to the Administrative Agent, for the ratable benefit of the Lenders, a first-priority security interest in substantially all of their present and future real, personal and intangible assets,
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including the pledge of 100% of all outstanding capital stock of substantially all of Gentivas domestic subsidiaries, to secure full payment of all obligations of Gentiva under the Credit Agreement.
Certain Covenants and Events of Default
The Credit Agreement contains a number of covenants that, among other things, restrict, subject to certain exceptions, Gentivas ability and the ability of its subsidiaries to:
| incur additional indebtedness or issue certain preferred stock; |
| create liens; |
| enter into sale-leaseback transactions; |
| engage in mergers or consolidations with or into other companies; |
| sell assets; |
| pay dividends and distributions or repurchase its capital stock; |
| make investments, loans or advances; |
| make certain acquisitions; |
| engage in transactions with affiliates; |
| amend material agreements (including its organizational documents and those of its subsidiaries); |
| repay certain indebtedness; |
| change the nature of its business; |
| change its accounting policies and practices; and |
| grant negative pledges. |
In addition, the Credit Agreement requires that Gentiva adhere to certain financial covenants and maintain a maximum total leverage ratio. The Credit Agreement also contains customary affirmative covenants and events of default.
Use of Proceeds and Termination of Original Facility
Gentiva used a combination of cash on hand and the proceeds from the Term Loans and a portion of the Revolving Facility to pay the Cash Consideration, repay certain of Hardens outstanding debt and repay all amounts outstanding under Gentivas existing credit facility with Bank of America, dated as of August 17, 2010 (as amended, the Original Facility). On the Closing Date, Gentiva terminated the Original Facility, together with all other agreements and instruments ancillary thereto. The material terms of the Original Facility are described in Gentivas Annual Report on Form 10-K for the year ended December 31, 2012 under Item 2. Managements Discussion and Analysis of Financial Condition and Results of OperationsLiquidity and Capital Resources, and such description is incorporated herein by reference.
The foregoing description of the Credit Agreement, the Guaranty Agreement and the Security Agreement is only a summary and is qualified in its entirety by reference to the full text of the Credit Agreement, the Guaranty Agreement and the Security Agreement, which instruments are filed as Exhibit 10.2, Exhibit 10.3 and Exhibit 10.4, respectively, to this Current Report on Form 8-K and each of which is incorporated by reference herein.
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Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Effective on the Closing Date, in accordance with the Stockholders Agreement, Gentivas Board of Directors (the Board) appointed R. Steven Hicks to serve on the Board as its Vice Chairman. Mr. Hicks will serve until Gentivas next annual meeting of stockholders, at which time Mr. Hicks will be nominated for election at such meeting. Since 2000, Mr. Hicks has been the Chairman of Capstar Partners, LLC, a Texas limited liability company (Capstar).
On the Closing Date, Gentiva entered into a five-year consulting agreement (the Consulting Agreement) with Javelin Healthcare Holdings, LLC, now named Harden Healthcare Holdings, LLC and an indirectly owned subsidiary of Gentiva, and Capstar, pursuant to which Capstar will provide the Surviving Company with certain transitional, strategic or commercial matters, including assistance with the development and maintenance of relationships with key customers and third party payors, and any other services as may appear to the Surviving Company from time to time to be necessary or appropriate in connection with the foregoing. Pursuant to the Consulting Agreement, Gentiva and the Surviving Company have agreed to pay Capstar an amount equal to $1.0 million per year (commencing as of January 1, 2014) if the Community Care Rate (as defined in the Consulting Agreement) exceeds the Base Community Care Rate (as defined in the Consulting Agreement). If for a given year the Community Care Rate fails to exceed the Base Community Care Rate, Capstar will not be entitled to any payment under the Consulting Agreement for such year.
Additionally, on the Closing Date, Gentiva entered into an agreement pursuant to which Capstar Investment Partners, L.P., a Texas limited partnership in which Mr. Hicks has an indirect material interest (Capstar L.P.), has agreed, to terminate a certain sublease agreement in connection with the consummation of the Mergers. Under this agreement, Gentiva has agreed to pay Capstar L.P., for each of five calendar years commencing January 1, 2014, an amount equal to either (i) $750,000 if the Community Care Rate exceeds the Base Community Care Rate for such year and (ii) zero dollars if the Community Care Rate fails to exceed the Base Community Care Rate for such year.
As a director of Gentiva, Mr. Hicks will receive compensation as a non-employee director in accordance with Gentivas non-employee director compensation practices described in Gentivas Annual Proxy Statement filed with the Commission on March 28, 2013.
Except for the Stockholders Agreement, there are no arrangements or understandings between Mr. Hicks and any other person pursuant to which Mr. Hicks was appointed to the Board. Except as disclosed in this Current Report on Form 8-K, since the beginning of Gentivas last fiscal year, Gentiva has not engaged in any transactions, and there are no proposed transactions, or series of similar transactions, in which Mr. Hicks was or is to be a participant and in which any related person had a direct or indirect material interest in which the amount involved exceeds or exceeded $120,000.
The foregoing description of the Consulting Agreement is only a summary and is qualified in its entirety by reference to the full text of the Consulting Agreement, a copy of which is filed as Exhibit 10.5 to this Current Report on Form 8-K and incorporated by reference herein.
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Item 9.01 | Financial Statements and Exhibits. |
(a) | Financial Statements of Businesses Acquired. |
The financial information required by this Item 9.01(a) will be filed by amendment not later than 71 calendar days after the date that this Form 8-K must be filed.
(b) | Pro Forma Financial Information. |
The pro forma financial information required by this Item 9.01(b) will be filed by amendment not later than 71 calendar days after the date that this Form 8-K must be filed.
(c) | Shell Company Transactions. |
Not Applicable.
(d) | Exhibits |
Exhibit |
Description | |
10.1 | Stockholders Agreement, dated October 18, 2013, by and among Gentiva, R. Steven Hicks, as Stockholders Representative, and the former stockholders of Harden Healthcare Holdings, Inc. party thereto. | |
10.2 | Senior Secured Credit Agreement, dated October 18, 2013, by and among Gentiva, Barclays Bank PLC, as Administrative Agent, Swing Line Lender and L/C Issuer, the other lenders party thereto, Merrill Lynch, Pierce, Fenner & Smith Incorporated, as Syndication Agent, and Bank of Montreal, General Electric Capital Corporation, Morgan Stanley Senior Funding, Inc. and SunTrust Bank, as Co-Documentation Agents. | |
10.3 | Guaranty Agreement, dated October 18, 2013, by and among the Guarantors and Barclays Bank PLC, as Administrative Agent. | |
10.4 | Security Agreement, dated October 18, 2013, by and among Gentiva, the Guarantors and Barclays Bank PLC, as Administrative Agent. | |
10.5+ | Consulting Agreement, dated October 18, 2013, by and among Gentiva, Javelin Healthcare Holdings, LLC and Capstar Partners, LLC |
+ | Management contract or compensation plan arrangement. |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
GENTIVA HEALTH SERVICES, INC. | ||||||
Date: October 22, 2013 | By: | /s/ John N. Camperlengo | ||||
John N. Camperlengo | ||||||
Senior Vice President, General Counsel and Secretary |
EXHIBIT INDEX
Exhibit |
Description | |
10.1 | Stockholders Agreement, dated October 18, 2013, by and among Gentiva, R. Steven Hicks, as Stockholders Representative, and the former stockholders of Harden Healthcare Holdings, Inc. party thereto. | |
10.2 | Senior Secured Credit Agreement, dated October 18, 2013, by and among Gentiva, Barclays Bank PLC, as Administrative Agent, Swing Line Lender and L/C Issuer, the other lenders party thereto, Merrill Lynch, Pierce, Fenner & Smith Incorporated, as Syndication Agent, and Bank of Montreal, General Electric Capital Corporation, Morgan Stanley Senior Funding, Inc. and SunTrust Bank, as Co-Documentation Agents. | |
10.3 | Guaranty Agreement, dated October 18, 2013, by and among the Guarantors and Barclays Bank PLC, as Administrative Agent. | |
10.4 | Security Agreement, dated October 18, 2013, by and among Gentiva, the Guarantors and Barclays Bank PLC, as Administrative Agent. | |
10.5+ | Consulting Agreement, dated October 18, 2013, by and among Gentiva, Javelin Healthcare Holdings, LLC and Capstar Partners, LLC |
+ | Management contract or compensation plan arrangement. |
Exhibit 10.1
EXECUTION VERSION
STOCKHOLDERS AGREEMENT
This STOCKHOLDERS AGREEMENT, dated as of October 18, 2013 (this Agreement), is entered into by and among the former stockholders of Harden Healthcare Holdings, Inc., a Delaware corporation (the Company), listed on Appendix A hereto who have become parties to this Agreement through the execution of a counterpart signature page (the Stockholders and each individually a Stockholder), R. Steven Hicks, as representative for the Stockholders (the Stockholder Representative), and Gentiva Health Services, Inc., a Delaware corporation (Parent).
WHEREAS, Parent, the Company, Javelin Merger Sub, Inc., Javelin Healthcare Holdings, LLC, CTLTC Real Estate, LLC, the Securityholders named therein and the Stockholder Representative have entered into that certain Merger Agreement, dated as of September 18, 2013, (the Merger Agreement), pursuant to which the Stockholders shall receive shares of Parent Common Stock (as defined in the Merger Agreement) in partial consideration for all shares of the Companys outstanding capital stock held by the Stockholders, all upon the terms and subject to the conditions set forth in the Merger Agreement; and
WHEREAS, Parent and the Stockholders desire to enter into this Agreement to set forth their understanding with respect to, among other things, representation on Parents Board of Directors (the Board) and the holding, transfer and registration of Parent Common Stock.
NOW, THEREFORE, in consideration of the promises and the mutual agreements and covenants hereinafter set forth, Parent and the Stockholders hereby agree as follows:
ARTICLE I
DEFINITIONS
As used in this Agreement, the following terms shall have the following meanings:
Affiliate has the meaning set forth in Rule 12b-2, as in effect on the date hereof, under the Exchange Act.
Business Day means any day that is not a Saturday, Sunday or other day on which banks are required or authorized by law to be closed in the City of New York.
Control Shares means the shares of Parent Common Stock issued as Control Share Consideration (as defined in the Merger Agreement).
Closing Merger Shares has the meaning set forth in the Merger Agreement.
Commission means the United States Securities and Exchange Commission and any successor agency.
Director means a member of the Board.
Effective Time has the meaning set forth in the Merger Agreement.
Escrowed Shares has the meaning set forth in the Merger Agreement.
Exchange Act means the United States Securities Exchange Act of 1934, as amended.
Person means any individual, firm, corporation, partnership, limited partnership, limited liability company, association, trust, unincorporated organization or other entity, as well as any syndicate or group that would be deemed to be a person under Section 13(d)(3) of the Exchange Act, including the rules promulgated thereunder.
register, registered and registration shall refer to a registration effected by preparing and filing a registration statement in compliance with the Securities Act and the declaration or ordering of effectiveness of such registration statement or document.
Registrable Stock means the Stockholder Shares; provided, however, that any Registrable Stock shall cease to be Registrable Stock when (i) a registration statement covering such Registrable Stock has been declared effective and such Registrable Stock has been disposed of pursuant to such effective registration statement, (ii) such Registrable Stock may be sold without manner of sale, volume or other restriction pursuant to Rule 144 (or any successor provision) under the Securities Act, or (iii) such Registrable Stock ceases to be outstanding; provided, that, solely for purposes of the immediately preceding clause (ii) such Registrable Stock shall continue to be deemed Registrable Stock for purposes of this Agreement, other than with respect to Section 4.2, so long as there remain outstanding any other shares of Registrable Stock.
Securities Act means the United States Securities Act of 1933, as amended.
Stockholder Shares means the Closing Merger Shares, the Escrowed Shares and the Control Shares, whether or not subject to transfer or other restrictions, now or hereafter beneficially owned by the Stockholders, including any securities issued or issuable in respect of the Closing Merger Shares, the Escrowed Shares or the Control Shares as a result of conversion, exchange, recapitalization, reorganization, replacement, stock dividend, stock split or other distribution.
ARTICLE II
BOARD REPRESENTATION
At the Effective Time, the Board shall appoint R. Steven Hicks (the Designee) to serve on the Board as Vice Chairman thereof until Parents next annual meeting of stockholders and until the Designees successor shall have been duly elected and qualified, or until his earlier death, resignation or removal. In connection with Parents annual meeting of stockholders to be held during the calendar year ending December 31, 2014, the Board and Parents Corporate Governance and Nominating Committee shall nominate the Designee for election as a Director at such annual meeting of stockholders and shall recommend that the stockholders of Parent vote for the election of the Designee as a director at such annual meeting; provided, however, that the Board and such committee shall not be required to so nominate the Designee if, after the date of this Agreement, he has been arrested and charged with fraud or a crime of moral turpitude.
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ARTICLE III
RESTRICTIONS ON TRANSFER OF STOCKHOLDER SHARES
Section 3.1 Transfer Restrictions. No Stockholder may transfer more than fifty percent (50%) of the Closing Merger Shares he, she or it receives pursuant to the Merger Agreement (collectively, the Restricted Shares), whether by sale, assignment, gift, pledge, hypothecation, encumbrance, grant of future rights or otherwise (each, a Transfer), including pursuant to an effective registration statement, beginning from the date of this Agreement and expiring on the one (1) year anniversary thereof (the Restricted Period); provided, however, that the foregoing restrictions shall not apply to the following Transfers by a Stockholder: (w) any gift or bequest or through inheritance to, or for the benefit of, any member or members of such Stockholders immediate family (which shall include any spouse, lineal ancestor or descendant or sibling) or to a trust, partnership or limited liability company for the exclusive benefit of such Stockholders immediate family; (x) any Transfer to a trust in respect of which such Stockholder serves as the sole trustee; or (y) any Transfer by such Stockholder, if such Stockholder is a corporation, partnership, limited liability company or other entity, to any Affiliate, officer, director, partner or member of such Stockholder (any Transfer described in the immediately preceding clauses (w) through (y), inclusive, a Permitted Transfer); provided that with respect to any Permitted Transfer, it shall be a condition precedent to such Permitted Transfer that the transferee executes a counterpart signature page to this Agreement, pursuant to which such transferee agrees to be bound by the terms of this Agreement. No rights under this Agreement shall transfer to any transferee of Restricted Shares other than in connection with a Permitted Transfer in accordance with this Section 3.1. For the avoidance of doubt, the restrictions in this Section 3.1 shall not apply to (i) fifty percent (50%) of the Closing Merger Shares received by each Stockholder pursuant to the Merger Agreement, (ii) the Control Shares, or (iii) any Escrowed Shares distributed to the Stockholders pursuant to the terms of the Merger Agreement and the Escrow Agreement (as defined in the Merger Agreement).
Section 3.2 Restrictive Legend. Each certificate representing Restricted Shares shall be stamped or otherwise imprinted with a legend substantially in the following form, together with such other legends required by the Merger Agreement or applicable law:
THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE RESTRICTIONS ON DISPOSITION AND OTHER RESTRICTIONS CONTAINED IN A STOCKHOLDERS AGREEMENT, DATED AS OF OCTOBER 18, 2013, AMONG GENTIVA HEALTH SERVICES, INC., THE STOCKHOLDER REPRESENTATIVE AND THE STOCKHOLDERS PARTY THERETO.
At the end of the Restricted Period, upon request by a Stockholder, Parent shall promptly remove or take all appropriate action as may be required to remove the foregoing legend from any certificate or book entry evidencing Restricted Shares held by such Stockholder, including any certificate or book entry held by a transfer agent on behalf of such Stockholder. Upon request by a Stockholder at any time after any Stockholder Shares held by such Stockholder may be sold pursuant to Rule 144 (or any successor provision) under the Securities Act, Parent shall promptly, upon such Stockholders delivery of a customary Rule 144 representation letter to Parent and its counsel, remove or take all appropriate action as may be required to remove, from any certificate or book entry evidencing such Stockholder Shares (including any certificate or
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book entry held by a transfer agent on behalf of such Stockholder), any legend required by the Merger Agreement or applicable law with respect to requiring registration or an exemption from registration to sell or offer such Stockholder Shares; provided, however, that, if at the time of such request, either (i) such Stockholder is an affiliate (as defined in Rule 144) of Parent or was an affiliate of Parent at any time during the 90-day period immediately preceding the date of such request, or (ii) such Stockholder has held such Stockholder Shares for a period of greater than six months but less than one year (calculated in accordance with Rule 144), then Parent shall have no obligation to remove any such legend except in connection with a sale of the applicable Stockholder Shares by such Stockholder in accordance with Rule 144 (including the delivery to Parent and its counsel of customary Rule 144 seller and broker representation letters), with any replacement balance certificate or book entry retaining such legend or applicable book entry notation.
ARTICLE IV
REGISTRATION RIGHTS
Section 4.1 Shelf Registration.
(a) So long as any shares of Registrable Stock remain outstanding, Parent shall use its best efforts to qualify and remain qualified to register securities under the Securities Act pursuant to a registration statement on Form S-3 or any successor form thereto.
(b) In accordance with the procedures set forth in Section 4.2, Parent agrees to file with the Commission as soon as reasonably practicable, but in no event later than thirty (30) days after the date hereof, a shelf registration statement on Form S-3 or such other form under the Securities Act then available to Parent (including the prospectus, amendments and supplements to such registration statement or prospectus, including pre- and post-effective amendments, all exhibits thereto and all material incorporated by reference or deemed to be incorporated by reference, if any, in such registration statement, the Shelf Registration Statement), providing for the resale pursuant to Rule 415 from time to time by the Stockholders of any and all Registrable Stock. Parent agrees to use commercially reasonable efforts to cause the Shelf Registration Statement to be declared effective by the Commission as soon as reasonably practicable following such filing.
(c) Parent shall use all reasonable efforts to cause the Shelf Registration Statement to remain continuously effective (including, if necessary, by filing a subsequent Shelf Registration Statement upon expiration of any previously effective Shelf Registration Statement) until the date when all shares of Registrable Stock cease to be Registrable Stock. Parent shall supplement or make amendments to the Shelf Registration Statement if required by the Securities Act, and shall use all reasonable efforts to have such supplements and amendments declared effective, if required, as soon as practicable after filing.
Section 4.2 Piggyback Registration.
(a) In the event that Parent determines that it shall file a registration statement under the Securities Act for the registration of Parent Common Stock (other than a registration statement on a Form S-4 or S-8 or filed in connection with an exchange offer, an offering of
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securities solely to Parents existing stockholders, or a registration statement registering Parent Common Stock which is issuable solely upon conversion of debt securities or a registration statement solely with respect to an employee benefit plan) on any form that would also permit the registration of the Registrable Stock, Parent shall each such time promptly give each Stockholder written notice of such determination setting forth the date on which Parent proposes to file such registration statement (or prospectus filed pursuant to Rule 424 under the Securities Act relating to an effective shelf registration statement), which date shall be no earlier than ten (10) Business Days from the date of such notice, and advising the Stockholders of their right to have Registrable Stock included in such registration. Upon the written request of a Stockholder received by Parent no later than three (3) Business Days after the date of Parents notice to the Stockholder Representative, Parent shall use all reasonable efforts to cause to be registered under the Securities Act pursuant to such registration statement all of the Registrable Stock that each such Stockholder has so requested to be registered. Notwithstanding the foregoing, this Section 4.2(a) shall not apply to any Escrowed Shares remaining in the Escrow Account or Restricted Shares during the Restricted Period.
(b) If, the managing underwriter advises Parent in writing that (or, in the case of a non-underwritten offering, in the written opinion of Parent) the total amount of securities to be so registered, including such Registrable Stock, will exceed the maximum amount of Parents securities which can be sold in such offering or that the number of shares of Registrable Stock proposed to be included in such offering would adversely affect the price per share, timing or distribution of the Parent Common Stock to be sold by Parent in such offering, then Parent shall be entitled to reduce the number of shares of Registrable Stock to be sold in such offering in proportion (as nearly as practicable) to the amount of Registrable Stock requested to be included by each Stockholder at the time of filing the registration statement. For clarity, the Parent or the managing underwriter shall have the ability to fully cut back any Registrable Stock in connection with any such offering in accordance with this Section 4.2(b). Parent agrees not to give any other stockholder of Parent registration rights superior to those granted to the Stockholders without the Stockholder Representatives prior written approval, which approval shall not be unreasonably withheld conditioned or delayed.
(c) If, at any time after giving written notice of its intention to register any Parent Common Stock pursuant to this Section 4.2 and prior to the effective date of the registration statement filed in connection with such registration (or the filing of the applicable prospectus pursuant to Rule 424 under the Securities Act), Parent shall determine for any reason not to register such Parent Common Stock pursuant to this Section 4.2 or to delay registration of such Parent Common Stock, Parent may, at its election, give written notice of such determination to the Stockholder Representative and (i) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Stock in connection with such abandoned registration, and (ii) in the case of a determination to delay such registration of its equity securities, shall be permitted to delay the registration of such Registrable Stock for the same period as the delay in registering such other equity securities, which period, for the avoidance of doubt, shall be determined by Parent in its sole discretion.
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Section 4.3 Registration Procedures. In connection with the obligations of Parent with respect to any registration pursuant to this Agreement, Parent shall, as expeditiously as possible:
(a) before filing with the Commission a registration statement or prospectus thereto with respect to the Registrable Stock and any amendments or supplements thereto, at Parents expense, furnish to counsel to the Stockholder Representative copies of all such documents (other than documents that are incorporated by reference) proposed to be filed and such other documents reasonably requested by the Stockholder Representative and provide a reasonable opportunity for review and comment on such documents by counsel to the Stockholder Representative;
(b) permit any Stockholder selling Registrable Stock who may be deemed to be an underwriter or a controlling person of Parent, to reasonably participate in the preparation of such registration statement and to request the insertion therein of language, furnished to Parent in writing, which in the reasonable judgment of such Stockholder and its counsel should be included (and such request shall be considered in good faith by Parent and its counsel);
(c) prepare and file with the Commission such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Stock covered by such registration statement and as may be necessary to keep such registration statement effective;
(d) furnish to each Stockholder selling Registrable Stock such numbers of copies of the registration statement and the prospectus included therein (including each preliminary prospectus and any amendments or supplements thereto) and any exhibits filed therewith or documents incorporated by reference therein as such Stockholder may reasonably request to facilitate the disposition of such Registrable Stock;
(e) use all reasonable efforts to register or qualify the Registrable Stock covered by such registration statement under such other securities or blue sky laws of such jurisdiction within the United States and Puerto Rico as shall be reasonably appropriate for the distribution of the Registrable Stock covered by the registration statement; provided, however, that Parent shall not be required in connection therewith or as a condition thereto to qualify to do business in any jurisdiction where it would not be required to qualify but for the requirements of this paragraph (e); provided, further, that Parent shall not be required to qualify such Registrable Stock in any jurisdiction in which the securities regulatory authority requires that any Stockholder submit any shares of its Registrable Stock to the terms, provisions and restrictions of any escrow, lockup or similar agreement(s) for consent to sell Registrable Stock in such jurisdiction unless such Stockholder agrees to do so;
(f) use all reasonable efforts to cause all Registrable Stock covered by such registration statement to be registered and approved by such other domestic governmental agencies or authorities, if any, as may be necessary to enable the Stockholders to consummate the disposition of such Registrable Stock;
(g) promptly notify each Stockholder at any time when a prospectus relating to the sale of Registrable Stock is required to be delivered under the Securities Act of the happening of any event, as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state any material fact required
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to be stated therein or necessary to make the statements therein not misleading in light of the circumstances under which they were made, and at the request of a Stockholder promptly prepare and furnish to such Stockholder a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchasers of such securities, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances under which they were made;
(h) upon reasonable notice and during Parents normal business hours, make available for inspection by any Stockholder selling Registrable Stock who might be deemed to be an underwriter or who is a director (or person performing similar functions) of Parent, and any attorney, accountant or other agent retained by any such holder, all financial and other records, pertinent corporate documents and properties of Parent, which are reasonably necessary to enable such Stockholder to conduct an appropriate due diligence inquiry (collectively, Records), and cause Parents officers, directors and employees to supply all such Records reasonably requested by any such Person in connection with such registration statement; provided, that, unless the disclosure of such Records is necessary to avoid or correct a misstatement or omission in such registration statement or the release of such Records is ordered pursuant to a subpoena or other order from a court of competent jurisdiction, Parent shall not be required to provide any information under this Section 4.3(h) if (i) Parent reasonably believes, after consultation with its counsel, that to do so would cause Parent to forfeit an attorney-client privilege that was applicable to such information or (ii) if Parent reasonably determines in good faith that such Records are confidential and so notifies such Stockholder in writing, unless prior to furnishing any such information with respect to this clause (ii) such Stockholder agrees to enter into a confidentiality agreement in customary form and subject to customary exceptions;
(i) to the extent any registration pursuant to Section 4.2 is by means of an underwritten offering, enter into customary agreements (including, if the method of distribution is by means of an underwriting, an underwriting agreement in customary form) and take such other actions as are reasonably required in order to expedite or facilitate the disposition of any Registrable Stock included in such registration;
(j) provide a transfer agent and registrar for all Registrable Stock covered by such registration statement not later than the effective date of such registration statement;
(k) notify each Stockholder, promptly after it shall receive notice thereof, of the time when such registration statement, or any post-effective amendments to the registration statement, shall have become effective, or a supplement to any prospectus forming part of such registration statement has been filed;
(l) make available to each Stockholder whose Registrable Stock is included in such registration statement as soon as reasonably practicable after the same is prepared and publicly distributed, filed with the Commission, or received by Parent, an executed copy of each letter written by or on behalf of Parent to the Commission or the Staff of the Commission (or other governmental agency or self-regulatory body or other body having jurisdiction, including any domestic or foreign securities exchange), and each item of correspondence from the Commission or the Staff of the Commission (or other governmental agency or self-regulatory body or other body having jurisdiction, including any domestic or foreign securities exchange), in each case relating to such registration statement;
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(m) respond as soon as reasonably practicable to any and all comments received from the Commission or the Staff of the Commission with a view towards causing such registration statement or any amendment thereto to be declared effective by the Commission as soon as reasonably practicable and file an acceleration request as soon as reasonably practicable following the resolution or clearance of all Commission comments or, if applicable, following notification by the Commission that any such registration statement or any amendment thereto will not be subject to review;
(n) advise each Stockholder promptly after it shall receive notice or obtain knowledge thereof, of (i) the issuance of any stop order, injunction or other order or requirement by the Commission suspending the effectiveness of such registration statement or the initiation or threatening of any proceeding for such purpose, (ii) the issuance by any state securities or other regulatory authority of any order suspending the qualification or exemption from qualification of any of the Registrable Stock under state securities or blue sky laws or the initiation or threat of initiation of any proceedings for that purpose and (iii) the removal of any such stop order, injunction or other order or requirement or proceeding or the lifting of any such suspension;
(o) use all reasonable efforts to prevent the issuance of any stop order, injunction or other order or requirement suspending the effectiveness of such registration statement and obtain as soon as practicable the withdrawal of any such stop order, injunction or other order or requirement that is issued;
(p) otherwise use all reasonable efforts to comply with all applicable rules and regulations of the Commission and make available to its security holders, as soon as reasonably practicable, but not later than 15 months after the effective date of the registration statement, an earnings statement covering the period of at least 12 months beginning with the first full month after the effective date of such registration statement, which earnings statements shall satisfy the provisions of Section 11(a) of the Securities Act;
(q) use all reasonable efforts to list the Registrable Stock covered by such registration statement with any securities exchange on which Parent Common Stock is then listed;
(r) within the deadlines specified by the Securities Act, make all required filing fee payments in respect of any registration statement or prospectus used under this Agreement (and any offering covered thereby); and
(s) use all reasonable efforts to take all other actions necessary or customarily taken by issuers to effect the registration of the Registrable Stock contemplated hereby.
Section 4.4 Furnish Information. The Stockholders shall furnish to Parent such information regarding themselves, the Registrable Stock held by them, and the intended method of disposition of such securities as Parent shall reasonably request and as shall be required in connection with the registration of the Registrable Stock.
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Section 4.5 Expenses of Registration. All expenses incurred in connection with each registration statement pursuant to this Agreement, excluding underwriters discounts and commissions, but including without limitation all registration, filing and qualification fees, word processing, duplicating, printers and accounting fees, stock exchange fees, messenger and delivery expenses, all fees and expenses of complying with state securities or blue sky laws and the fees and disbursements of counsel for Parent shall be paid by Parent.
Section 4.6 Underwriting Requirements. In connection with any underwritten offering pursuant to Section 4.2, Parent shall not be required to include shares of Registrable Stock in such underwritten offering unless the holders of such shares of Registrable Stock accept the terms of the underwriting of such offering that have been agreed upon between Parent and the underwriters and such holders of Registrable Stock complete and execute all questionnaires, powers of attorney, indemnities and other documents required under the terms of such underwriting agreement; provided, that no Stockholder selling Registrable Stock in any such underwritten registration shall be required to make any representations or warranties to Parent or the underwriters (other than representations and warranties regarding such Stockholder, such Stockholders ownership of Registrable Stock to be sold in the offering, such Stockholders intended method of distribution and any other representation required by law). If any Stockholder selling Registrable Stock in any such underwritten registration disapproves of the terms of such underwriting, then such Stockholder may elect to withdraw therefrom by delivering written notice to Parent and the managing underwriting, which notice must be delivered no later than the date immediately preceding the date on which the underwriters price such offering.
Section 4.7 Covenants Relating to Rule 144. With a view to making available the benefits of certain rules and regulations of the Commission that may permit the Stockholders sale of the Registrable Shares to the public without registration, Parent agrees, so long as a Stockholder owns any Registrable Stock, to:
(a) make and keep public information regarding Parent available, as those terms are understood and defined in Rule 144 under the Securities Act;
(b) use its best efforts to file with the Commission in a timely manner all reports and other documents required to be filed by Parent under the Securities Act and the Exchange Act; and
(c) furnish, unless otherwise available at no charge by access electronically to the Commissions EDGAR filing system, to a Stockholder forthwith upon request (i) a copy of the most recent annual or quarterly report of Parent, and (ii) such other reports and documents of Parent so filed with the Commission (other than comment letters and other correspondence between Parent and the Commission or its Staff, except as required by Section 4.3(l)) as such Stockholder may reasonably request in availing itself of any rule or regulation of the Commission allowing such Stockholder to sell any such securities without registration.
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Section 4.8 Indemnification. In the event any Registrable Stock is included in a registration statement under this Agreement:
(a) Parent shall indemnify, defend and hold harmless each Stockholder, such Stockholders directors and officers, each person who participates in the offering of such Registrable Stock, and each person, if any, who controls such Stockholder or participating person within the meaning of the Securities Act, against any losses, claims, damages, liabilities, expenses or actions, joint or several, to which they may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages, liabilities, expenses or actions (or proceedings in respect thereof) arise out of or are based on any untrue or alleged untrue statement of any material fact contained in such registration statement on the effective date thereof (including any prospectus filed under Rule 424 under the Securities Act or any amendments or supplements thereto) or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and shall reimburse each such Stockholder, such Stockholders directors and officers, such participating person or controlling person for any documented legal or other expenses reasonably incurred by them (but not in excess of expenses incurred in respect of one counsel for all of them) in connection with investigating or defending any such loss, claim, damage, liability, expense or action; provided, however, that the indemnity agreement contained in this Section 4.8(a) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the reasonable consent of Parent; provided, further, that Parent shall not be liable to any Stockholder, such Stockholders directors and officers, participating person or controlling person in any such case for any such loss, claim, damage, liability, expense or action to the extent that it arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in connection with such registration statement, preliminary prospectus, final prospectus or amendments or supplements thereto, in reliance upon and in conformity with written information furnished expressly for use therein, by any such Stockholder, such Stockholders directors and officers, participating person or controlling person. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of any such Stockholder, such Stockholders directors and officers, participating person or controlling person, and shall survive the transfer of such securities by such Stockholder.
(b) Each Stockholder whose shares of Registrable Stock are included in the registration being effected shall, severally and not jointly, indemnify, defend and hold harmless Parent, each of its directors and officers, each person, if any, who controls Parent within the meaning of the Securities Act, and each agent for Parent against any losses, claims, damages, liabilities, expenses or actions to which Parent or any such director, officer, controlling person, agent or underwriter may become subject, under the Securities Act or otherwise, insofar as such losses, claims, damages, liabilities, expenses or actions (or proceedings in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in such registration statement on the effective date thereof (including any prospectus filed under Rule 424 under the Securities Act or any amendments on supplements thereto) or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in such registration statement, preliminary or final prospectus, or amendments or supplements thereto, in reliance upon and in conformity with written information furnished by or on behalf of such Stockholder expressly for use therein; and each such Stockholder shall reimburse any documented legal or other expenses reasonably
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incurred by Parent or any such director, officer, controlling person or agent (but not in excess of expenses incurred in respect of one counsel for all of them) in connection with investigating or defending any such loss, claim, damage, liability, expense or action; provided, however, that the indemnity agreement contained in this Section 4.8(b) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability, expense or action if such settlement is effected without the reasonable consent of such Stockholder; provided, further, that the liability of each Stockholder hereunder shall be limited to the proportion of any such loss, claim, damage, liability, expense or action which is equal to the proportion that the net proceeds from the sale of the shares sold by such Stockholder under such registration statement bears to the total net proceeds from the sale of all securities sold thereunder, but not in any event to exceed the net proceeds received by such Stockholder (after the deduction of all underwriters discounts and commissions and all other expenses paid by such Stockholder in connection with such registration) from the sale of Registrable Stock covered by such registration statement. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of Parent, Parents directors and officers, participating person or controlling person, and shall survive the transfer of such securities by such Stockholder.
(c) Promptly after receipt by an indemnified party under this Section 4.8 of notice of the commencement of any action, such indemnified party shall, if a claim in respect thereof is to be made against any indemnifying party under this Section 4.8, notify the indemnifying party in writing of the commencement thereof and the indemnifying party shall have the right to participate in and assume the defense thereof with counsel selected by the indemnifying party and reasonably satisfactory to the indemnified party (unless (i) such indemnified party reasonably objects to such assumption on the grounds that there may be defenses available to it which are different from or in addition to those available to such indemnifying party, (ii) the indemnifying party and such indemnified party shall have mutually agreed to the retention of such counsel or (iii) in the reasonable opinion of such indemnified party representation of such indemnified party by the counsel retained by the indemnifying party would be inappropriate due to actual or potential differing interests between such indemnified party and any other party represented by such counsel in such proceeding, in which case the indemnified party shall be reimbursed by the indemnifying party for the reasonable expenses incurred in connection with retaining separate legal counsel); provided, however, that an indemnified party shall have the right to retain its own counsel, with all fees and expenses thereof to be paid by such indemnified party, and to be apprised of all progress in any proceeding the defense of which has been assumed by the indemnifying party. The failure to notify an indemnifying party promptly of the commencement of any such action shall not relieve the indemnifying party from any liability in respect of such action which it may have to such indemnified party on account of the indemnity contained in this Section 4.8, unless (and only to the extent) the indemnifying party was prejudiced by such failure, and in no event shall such failure relieve the indemnifying party from any other liability which it may have to such indemnified party. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement of any claim or pending or threatened proceeding in respect of which the indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party, unless such settlement includes an unconditional release of such indemnified party from all liability arising out of such claim or proceeding.
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(d) (i) To the extent any indemnification by an indemnifying party is prohibited or limited by law, the indemnifying party, in lieu of indemnifying such indemnified party, shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages or liabilities in such proportion as is appropriate to reflect the relative fault of the indemnifying party and indemnified party in connection with the actions which resulted in such losses, claims, damages or liabilities, as well as any other relevant equitable considerations. The relative fault of such indemnifying party and indemnified party shall be determined by reference to, among other things, whether any action in question, including any untrue or alleged untrue statement of material fact or omission or alleged omission to state a material fact, has been made by, or relates to information supplied by, such indemnifying party or indemnified party, and the parties relative intent, knowledge, access to information and opportunity to correct or prevent such action. The amount paid or payable by a party as a result of the losses, claims, damages, liabilities, expenses or actions referred to above shall be deemed to include any legal or other fees or expenses reasonably incurred by such party in connection with any investigation or proceeding.
(ii) The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 4.8(d) were determined by pro rata allocation or by any other method of allocation which does not take account of the equitable considerations referred to in the immediately preceding paragraph. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation.
(iii) The liability of each Stockholder in respect of any contribution obligation of such Stockholder under this Agreement with respect to a particular registration shall not exceed the net proceeds (after the deduction of all underwriters discounts and commissions and all other expenses paid by such Stockholder in connection with such registration) received by such Stockholder from the sale of the Registrable Stock covered by such registration statement.
Section 4.9 Delay Rights. Notwithstanding anything to the contrary contained herein, Parent may, upon written notice (which notice shall include a certificate signed by an executive officer of Parent that Parent is suspending the use of the prospectus, a general statement of the reason for the suspension and an estimate of the length of the suspension) to any Stockholder whose shares of Registrable Stock are included in the Shelf Registration Statement, suspend such Stockholders use of any prospectus which is a part of the Shelf Registration Statement (in which event the Stockholder shall discontinue sales of the shares of Registrable Stock pursuant to the Shelf Registration Statement, but such Stockholder may settle any prior sales of Registrable Stock) if (a) Parent is pursuing a material financing, acquisition, merger, joint venture, reorganization, disposition or other similar transaction or Parent is resolving comments on its public filings with the Commission or other similar events and the Board or the Chief Executive Officer of Parent determines in good faith that Parents ability to pursue or consummate such a transaction or resolve such comments would be materially adversely affected by any required disclosure of such transaction or comments in the Shelf Registration Statement, or (b) Parent has experienced some other material non-public event the disclosure of which at such time, in the good faith judgment of the Board or the Chief Executive Officer of Parent, would be premature; provided, however, in no event shall any such suspension period exceed an aggregate of one hundred twenty (120) days in any consecutive 365-day period. Upon disclosure of such
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information or the termination of the condition described above, Parent shall promptly (x) provide notice to the Stockholder Representative, (y) terminate any suspension of sales it has put into effect and (z) take such other actions necessary to permit registered sales of Registrable Stock as required or contemplated by this Agreement, including, if necessary, preparation and filing of a post-effective amendment or prospectus supplement so that the Shelf Registration Statement and any prospectus forming a part thereof will not include an untrue statement of material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances in which they were made, not misleading.
ARTICLE V
REPRESENTATIONS AND WARRANTIES
Section 5.1 Representations and Warranties of Parent. Parent represents and warrants to the Stockholders as follows:
(a) Parent has the requisite corporate power and authority to execute, deliver and perform this Agreement;
(b) this Agreement has been duly and validly authorized, executed and delivered by Parent and constitutes a valid and binding obligation of Parent, enforceable in accordance with its terms, except that (i) such enforcement may be subject to any bankruptcy, insolvency, reorganization, moratorium or other laws, now or hereafter in effect relating to or limiting creditors rights generally and (ii) the remedy of specific performance and injunctive and other forms of equitable relief and certain equitable defenses and to the discretion of the court before which any proceedings therefor may be brought;
(c) the execution, delivery and performance of this Agreement by Parent do not violate or conflict with or constitute a default under Parents certificate of incorporation or bylaws; and
(d) no holders of Parents Common Stock or any securities converted into Parents Stock have been granted as of the date of this Agreement registration rights superior to or pari passu to those granted to the Stockholders.
Section 5.2 Representations and Warranties of the Stockholders. Each Stockholder represents and warrants to Parent as follows:
(a) such Stockholder has the requisite power and authority (whether corporate or otherwise) to execute, deliver and perform this Agreement;
(b) this Agreement has been duly and validly authorized, executed and delivered by such Stockholder and constitutes a valid and binding obligation of such Stockholder, enforceable in accordance with its terms, except that (i) such enforcement may be subject to any bankruptcy, insolvency, reorganization, moratorium or other similar laws, now or hereafter in effect relating to or limiting creditors rights generally and (ii) the remedy of specific performance and injunctive and other forms of equitable relief and certain equitable defenses and to the discretion of the court before which any proceedings therefor may be brought; and
(c) as of the date of this Agreement, such Stockholder does not own any securities of Parent other than Parent Common Stock received pursuant to the Merger Agreement.
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ARTICLE VI
MISCELLANEOUS
Section 6.1 Interpretation.
(a) The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.
(b) In the event of an ambiguity or a question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provisions of this Agreement.
(c) The definitions of the terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words include, includes and including shall be deemed to be followed by the phrase without limitation. The word will shall be construed to have the same meaning and effect as the word shall. Unless the context requires otherwise, (i) any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein), (ii) any reference herein to any Person shall be construed to include the Persons successors and permitted assigns, (iii) the words herein, hereof and hereunder, and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, and (iv) all references herein to Articles and Sections shall be construed to refer to Articles and Sections of this Agreement.
Section 6.2 Amendments. No amendment, modification or waiver in respect of this Agreement shall be effective unless it shall be in writing and signed by Parent and the Stockholder Representative.
Section 6.3 Assignment. Except where otherwise expressly provided herein or pursuant to a Transfer in accordance with Section 3.1, this Agreement and the rights and obligations hereunder shall not be assignable or transferable by the parties hereto (except by operation of law in connection with a merger, or pursuant sale of substantially all the assets, of a party hereto) without the prior written consent of Parent, in the case of a Stockholder, or the Stockholder Representative, in the case of Parent. Any attempted assignment in violation of this Section 6.3 shall be void.
Section 6.4 No Third-Party Beneficiaries. This Agreement is for the sole benefit of the parties hereto and their respective permitted assigns, and nothing herein expressed or implied shall give or be construed to give to any Person, other than the parties hereto and such assigns, any legal or equitable rights hereunder.
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Section 6.5 Notices.
(a) All notices and other communications under this Agreement shall be in writing and shall be deemed given (i) when delivered personally by hand (with written confirmation of receipt), (ii) when sent by facsimile (with written confirmation of transmission) or (iii) one Business Day following the day sent by overnight courier (with written confirmation of receipt), in each case at the following addresses and facsimile numbers (or to such other address or facsimile number as a party may have specified by notice given to the other party pursuant to this provision):
If to Parent: | Gentiva Health Services, Inc. 3350 Riverwood Parkway, Suite 1400 Atlanta, Georgia 30339 Attention: John N. Camperlengo, General Counsel Facsimile: (770) 541-3687 | |||
Copy to Counsel: | Greenberg Traurig, LLP 3333 Piedmont Road NE, Suite 2500 Atlanta, GA 30305 Attention: Gary E. Snyder, Esq. Facsimile: (678) 553-2121 | |||
If to the Stockholder Representative: | R. Steven Hicks 1703 West Fifth Street, Suite 800 Austin, Texas 78703 Facsimile: (512) 340-7805 | |||
Copy to Counsel: | Alston & Bird LLP One Atlantic Center 1201 W. Peachtree Street Atlanta, Georgia 30309 | |||
Attention: | Steven L. Pottle, Esq. Sarah E. Ernst, Esq. | |||
Facsimile: | (404) 881-7777 |
(b) Any party hereto may change its address specified for notices herein by designating a new address by notice in accordance with this Section 6.5.
Section 6.6 Counterparts. This Agreement may be executed in one or more counterparts, all of which shall be considered one and the same agreement, and shall become effective when one or more such counterparts have been signed by each of the parties and delivered to the other party. Copies of executed counterparts transmitted by telecopy, telefax or other electronic transmission service, including by email attachment, shall be considered original executed counterparts for purposes of this Agreement.
Section 6.7 Severability. If any provision of this Agreement (or any portion thereof) or the application of any such provision (or any portion thereof) to any Person or circumstance
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shall be held invalid, illegal or unenforceable in any respect by a court of competent jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provision hereof (or the remaining portion thereof) or the application of such provision to any other Persons or circumstances.
Section 6.8 Governing Law; Jurisdiction; Waiver of Jury Trial.
(a) This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, applicable to contracts executed in and to be performed entirely within that State, without regard to conflicts of laws principles.
(b) All actions and proceedings arising out of or relating to this Agreement shall be heard and determined in the Chancery Court of the State of Delaware or any federal court sitting in the State of Delaware, and the parties hereby irrevocably submit to the exclusive jurisdiction of such court (and, in the case of appeals, appropriate appellate courts therefrom) in any such action or proceeding and irrevocably waive the defense of an inconvenient forum to the maintenance of any such action or proceeding. The consent to jurisdiction set forth in this paragraph shall not constitute general consents to service of process in the State of Delaware and shall have no effect for any purpose except as provided in this paragraph and shall not be deemed to confer rights on any Person other than the parties or as specifically provided herein. The parties agree 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 applicable law. Each party irrevocably consents to the service of any and all process in any such action, suit or proceeding by the delivery of such process to such party at the address and in the manner provided in Section 6.5
(c) EACH OF THE PARTIES HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHTS TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT
Section 6.9 Specific Performance. The parties hereto agree that irreparable damage would occur in the event any provision of this Agreement was not performed in accordance with the terms hereof and that the parties shall be entitled to specific performance of the terms hereof, in addition to any other remedy at law or equity.
Section 6.10 Stockholder Representative. Each Stockholder hereby constitutes and appoints R. Steven Hicks, as the Stockholder Representative, as his or her true and lawful attorney-in-fact (i) to give and receive all notices and communications required or permitted under this Agreement, (ii) to agree to, negotiate, enter into settlements and compromises with respect to this Agreement, (iii) to negotiate, agree and enter into any amendments to this Agreement as per Section 6.2 of this Agreement, and (iv) to communicate to Parent any elections of the Stockholders with respect to the registration rights provided for in ARTICLE IV hereof. The Stockholder Representative may take all actions necessary or appropriate in the judgment of the Stockholder Representative for the accomplishment of any of the foregoing, each Stockholder agreeing to be fully bound by the acts, decisions and agreements of the Stockholder Representative taken and done pursuant to the authority herein granted. The Stockholder Representative shall not be liable, responsible or accountable in damages or otherwise to the
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Stockholders for any loss or damage incurred by reason of any act or failure to act by the Stockholder Representative, and each Stockholder shall jointly and severally indemnify and hold harmless the Stockholder Representative against any loss or damage except to the extent such loss or damage shall have been the result of the individual gross negligence or willful misconduct of the Stockholder Representative. In the event that R. Steven Hicks dies or becomes incapacitated, the Stockholders shall promptly select an alternate person to serve as the Stockholder Representative and shall promptly notify Parent of such selection. Parent may conclusively and absolutely rely, without inquiry, upon any decision, act, consent, notice or instruction of the Stockholder Representative as being the decision, act, consent, notice or instruction of each of and all of the Stockholders. Parent is hereby relieved from any liability to any Person, including any Stockholder, for any acts done by it in accordance with or reliance on such decision, act, consent, notice or instruction of the Stockholder Representative. All notices or other communications required to be made or delivered by Parent to the Stockholders shall be made to the Stockholder Representative for the benefit of the Stockholders, and any notices so made shall discharge in full all notice requirements of Parent to the Stockholders with respect thereto. All notices or other communications required to be made or delivered by the Stockholders to Parent shall be made by the Stockholder Representative for the benefit of the Stockholders, and any notices so made shall discharge in full all notice requirements of the Stockholders to Parent with respect thereto.
Section 6.11 Termination. The provisions of this Agreement shall terminate as to a particular Stockholder at such time as the Stockholder no longer holds any Registrable Stock.
Section 6.12 Change in Law. In the event any law, rule or regulation comes into force or effect which conflicts with the terms and conditions of this Agreement, the parties shall negotiate in good faith to revise this Agreement to achieve the parties intention set forth herein.
[Signatures on Following Page]
-17-
IN WITNESS WHEREOF, the parties have caused this Stockholders Agreement to be duly executed as of the date first above written.
PARENT: | GENTIVA HEALTH SERVICES, INC. | |||||
By: | /s/ Rodney D. Windley | |||||
Name: | Rodney D. Windley | |||||
Title: | Executive Chairman | |||||
STOCKHOLDER | ||||||
REPRESENTATIVE: | /s/ R. Steven Hicks | |||||
R. Steven Hicks, in his capacity as the Stockholder Representative |
[Signature Page to Stockholders Agreement]
STOCKHOLDERS AGREEMENT
COUNTERPART SIGNATURE PAGE
The undersigned hereby agrees to all the terms and provisions of the Stockholders Agreement, dated October 18, 2013, by and among Gentiva Health Services, Inc., a Delaware corporation, the former stockholders of Harden Healthcare Holdings, Inc., a Delaware corporation, and R. Steven Hicks, as representative for such stockholders (the Stockholders Agreement), and agrees to be bound by the terms and provisions thereof as a Stockholder party thereto, as evidenced by the execution of this Counterpart Signature Page which, together with other Counterpart Signature Pages, is hereby incorporated into the Stockholders Agreement.
IN WITNESS WHEREOF, the undersigned has signed this Counterpart Signature Page effective October 18, 2013.
HARDEN HEALTHCARE TEXAS, LLC | ||
By: | /s/ Benjamin M. Hanson | |
Name: | Benjamin M. Hanson | |
Title: | Executive Vice President and Secretary |
[Signature Page to Stockholders Agreement]
STOCKHOLDERS AGREEMENT
COUNTERPART SIGNATURE PAGE
The undersigned hereby agrees to all the terms and provisions of the Stockholders Agreement, dated October , 2013, by and among Gentiva Health Services, Inc., a Delaware corporation, the former stockholders of Harden Healthcare Holdings, Inc., a Delaware corporation, and R. Steven Hicks, as representative for such stockholders (the Stockholders Agreement), and agrees to be bound by the terms and provisions thereof as a Stockholder party thereto, as evidenced by the execution of this Counterpart Signature Page which, together with other Counterpart Signature Pages, is hereby incorporated into the Stockholders Agreement.
IN WITNESS WHEREOF, the undersigned has signed this Counterpart Signature Page effective October , 2013.
HICKS HEALTHCARE, LP | ||
By: | /s/ Robert S. Hicks | |
Name: | Robert S. Hicks | |
Title: | President |
[Signature Page to Stockholders Agreement]
STOCKHOLDERS AGREEMENT
COUNTERPART SIGNATURE PAGE
The undersigned hereby agrees to all the terms and provisions of the Stockholders Agreement, dated October 18, 2013, by and among Gentiva Health Services, Inc., a Delaware corporation, the former stockholders of Harden Healthcare Holdings, Inc., a Delaware corporation, and R. Steven Hicks, as representative for such stockholders (the Stockholders Agreement), and agrees to be bound by the terms and provisions thereof as a Stockholder party thereto, as evidenced by the execution of this Counterpart Signature Page which, together with other Counterpart Signature Pages, is hereby incorporated into the Stockholders Agreement.
IN WITNESS WHEREOF, the undersigned has signed this Counterpart Signature Page effective October 18, 2013.
ST. NIKLAAS HEALTHCARE, LP | ||
By: | /s/ Walter DeRoeck | |
Name: | Walter DeRoeck | |
Title: | Manager of the GP |
[Signature Page to Stockholders Agreement]
STOCKHOLDERS AGREEMENT
COUNTERPART SIGNATURE PAGE
The undersigned hereby agrees to all the terms and provisions of the Stockholders Agreement, dated October 18, 2013, by and among Gentiva Health Services, Inc., a Delaware corporation, the former stockholders of Harden Healthcare Holdings, Inc., a Delaware corporation, and R. Steven Hicks, as representative for such stockholders (the Stockholders Agreement), and agrees to be bound by the terms and provisions thereof as a Stockholder party thereto, as evidenced by the execution of this Counterpart Signature Page which, together with other Counterpart Signature Pages, is hereby incorporated into the Stockholders Agreement.
IN WITNESS WHEREOF, the undersigned has signed this Counterpart Signature Page effective October 18, 2013.
KRISTEN HICKS HANSON 2006 TRUST | ||
By: | /s/ R. Steven Hicks | |
Name: | R. Steven Hicks | |
Title: | Trustee |
[Signature Page to Stockholders Agreement]
STOCKHOLDERS AGREEMENT
COUNTERPART SIGNATURE PAGE
The undersigned hereby agrees to all the terms and provisions of the Stockholders Agreement, dated October 18, 2013, by and among Gentiva Health Services, Inc., a Delaware corporation, the former stockholders of Harden Healthcare Holdings, Inc., a Delaware corporation, and R. Steven Hicks, as representative for such stockholders (the Stockholders Agreement), and agrees to be bound by the terms and provisions thereof as a Stockholder party thereto, as evidenced by the execution of this Counterpart Signature Page which, together with other Counterpart Signature Pages, is hereby incorporated into the Stockholders Agreement.
IN WITNESS WHEREOF, the undersigned has signed this Counterpart Signature Page effective October 18, 2013.
ROBERT S. HICKS 2006 TRUST | ||
By: | /s/ R. Steven Hicks | |
Name: | R. Steven Hicks | |
Title: | Trustee |
[Signature Page to Stockholders Agreement]
STOCKHOLDERS AGREEMENT
COUNTERPART SIGNATURE PAGE
The undersigned hereby agrees to all the terms and provisions of the Stockholders Agreement, dated October 18, 2013, by and among Gentiva Health Services, Inc., a Delaware corporation, the former stockholders of Harden Healthcare Holdings, Inc., a Delaware corporation, and R. Steven Hicks, as representative for such stockholders (the Stockholders Agreement), and agrees to be bound by the terms and provisions thereof as a Stockholder party thereto, as evidenced by the execution of this Counterpart Signature Page which, together with other Counterpart Signature Pages, is hereby incorporated into the Stockholders Agreement.
IN WITNESS WHEREOF, the undersigned has signed this Counterpart Signature Page effective October 18, 2013.
BRANDON V. HICKS 2006 TRUST | ||
By: | /s/ R. Steven Hicks | |
Name: | R. Steven Hicks | |
Title: | Trustee |
[Signature Page to Stockholders Agreement]
STOCKHOLDERS AGREEMENT
COUNTERPART SIGNATURE PAGE
The undersigned hereby agrees to all the terms and provisions of the Stockholders Agreement, dated October 18, 2013, by and among Gentiva Health Services, Inc., a Delaware corporation, the former stockholders of Harden Healthcare Holdings, Inc., a Delaware corporation, and R. Steven Hicks, as representative for such stockholders (the Stockholders Agreement), and agrees to be bound by the terms and provisions thereof as a Stockholder party thereto, as evidenced by the execution of this Counterpart Signature Page which, together with other Counterpart Signature Pages, is hereby incorporated into the Stockholders Agreement.
IN WITNESS WHEREOF, the undersigned has signed this Counterpart Signature Page effective October 18, 2013.
SHELLY ELLARD 2006 TRUST | ||
By: | /s/ R. Steven Hicks | |
Name: | R. Steven Hicks | |
Title: | Trustee |
[Signature Page to Stockholders Agreement]
STOCKHOLDERS AGREEMENT
COUNTERPART SIGNATURE PAGE
The undersigned hereby agrees to all the terms and provisions of the Stockholders Agreement, dated October 18, 2013, by and among Gentiva Health Services, Inc., a Delaware corporation, the former stockholders of Harden Healthcare Holdings, Inc., a Delaware corporation, and R. Steven Hicks, as representative for such stockholders (the Stockholders Agreement), and agrees to be bound by the terms and provisions thereof as a Stockholder party thereto, as evidenced by the execution of this Counterpart Signature Page which, together with other Counterpart Signature Pages, is hereby incorporated into the Stockholders Agreement.
IN WITNESS WHEREOF, the undersigned has signed this Counterpart Signature Page effective October 18, 2013.
JASON MABRY 2006 TRUST | ||
By: | /s/ R. Steven Hicks | |
Name: | R. Steven Hicks | |
Title: | Trustee |
[Signature Page to Stockholders Agreement]
STOCKHOLDERS AGREEMENT
COUNTERPART SIGNATURE PAGE
The undersigned hereby agrees to all the terms and provisions of the Stockholders Agreement, dated October 18, 2013, by and among Gentiva Health Services, Inc., a Delaware corporation, the former stockholders of Harden Healthcare Holdings, Inc., a Delaware corporation, and R. Steven Hicks, as representative for such stockholders (the Stockholders Agreement), and agrees to be bound by the terms and provisions thereof as a Stockholder party thereto, as evidenced by the execution of this Counterpart Signature Page which, together with other Counterpart Signature Pages, is hereby incorporated into the Stockholders Agreement.
IN WITNESS WHEREOF, the undersigned has signed this Counterpart Signature Page effective October 18, 2013.
/s/ Benjamin Hanson |
Benjamin Hanson |
[Signature Page to Stockholders Agreement]
STOCKHOLDERS AGREEMENT
COUNTERPART SIGNATURE PAGE
The undersigned hereby agrees to all the terms and provisions of the Stockholders Agreement, dated October 18, 2013, by and among Gentiva Health Services, Inc., a Delaware corporation, the former stockholders of Harden Healthcare Holdings, Inc., a Delaware corporation, and R. Steven Hicks, as representative for such stockholders (the Stockholders Agreement), and agrees to be bound by the terms and provisions thereof as a Stockholder party thereto, as evidenced by the execution of this Counterpart Signature Page which, together with other Counterpart Signature Pages, is hereby incorporated into the Stockholders Agreement.
IN WITNESS WHEREOF, the undersigned has signed this Counterpart Signature Page effective October 18, 2013.
/s/ R. Steven Hicks |
R. Steven Hicks |
[Signature Page to Stockholders Agreement]
STOCKHOLDERS AGREEMENT
COUNTERPART SIGNATURE PAGE
The undersigned hereby agrees to all the terms and provisions of the Stockholders Agreement, dated October 18, 2013, by and among Gentiva Health Services, Inc., a Delaware corporation, the former stockholders of Harden Healthcare Holdings, Inc., a Delaware corporation, and R. Steven Hicks, as representative for such stockholders (the Stockholders Agreement), and agrees to be bound by the terms and provisions thereof as a Stockholder party thereto, as evidenced by the execution of this Counterpart Signature Page which, together with other Counterpart Signature Pages, is hereby incorporated into the Stockholders Agreement.
IN WITNESS WHEREOF, the undersigned has signed this Counterpart Signature Page effective October 18, 2013.
/s/ R. Steven Hicks |
Robert S. Hicks |
[Signature Page to Stockholders Agreement]
STOCKHOLDERS AGREEMENT
COUNTERPART SIGNATURE PAGE
The undersigned hereby agrees to all the terms and provisions of the Stockholders Agreement, dated October 18, 2013, by and among Gentiva Health Services, Inc., a Delaware corporation, the former stockholders of Harden Healthcare Holdings, Inc., a Delaware corporation, and R. Steven Hicks, as representative for such stockholders (the Stockholders Agreement), and agrees to be bound by the terms and provisions thereof as a Stockholder party thereto, as evidenced by the execution of this Counterpart Signature Page which, together with other Counterpart Signature Pages, is hereby incorporated into the Stockholders Agreement.
IN WITNESS WHEREOF, the undersigned has signed this Counterpart Signature Page effective October 18, 2013.
/s/ Lew Little, Jr. |
Lew Little, Jr. |
[Signature Page to Stockholders Agreement]
STOCKHOLDERS AGREEMENT
COUNTERPART SIGNATURE PAGE
The undersigned hereby agrees to all the terms and provisions of the Stockholders Agreement, dated October 18, 2013, by and among Gentiva Health Services, Inc., a Delaware corporation, the former stockholders of Harden Healthcare Holdings, Inc., a Delaware corporation, and R. Steven Hicks, as representative for such stockholders (the Stockholders Agreement), and agrees to be bound by the terms and provisions thereof as a Stockholder party thereto, as evidenced by the execution of this Counterpart Signature Page which, together with other Counterpart Signature Pages, is hereby incorporated into the Stockholders Agreement.
IN WITNESS WHEREOF, the undersigned has signed this Counterpart Signature Page effective October 18, 2013.
KKR DEBT INVESTORS II (2006) | ||
(IRELAND) L.P. | ||
By: | /s/ Michael R. McFerran | |
Name: | Michael R. McFerran | |
Title: | Authorized Signatory |
[Signature Page to Stockholders Agreement]
STOCKHOLDERS AGREEMENT
COUNTERPART SIGNATURE PAGE
The undersigned hereby agrees to all the terms and provisions of the Stockholders Agreement, dated October 18, 2013, by and among Gentiva Health Services, Inc., a Delaware corporation, the former stockholders of Harden Healthcare Holdings, Inc., a Delaware corporation, and R. Steven Hicks, as representative for such stockholders (the Stockholders Agreement), and agrees to be bound by the terms and provisions thereof as a Stockholder party thereto, as evidenced by the execution of this Counterpart Signature Page which, together with other Counterpart Signature Pages, is hereby incorporated into the Stockholders Agreement.
IN WITNESS WHEREOF, the undersigned has signed this Counterpart Signature Page effective October 18, 2013.
KKR FINANCIAL HOLDINGS III, LLC | ||
By: | /s/ Michael R. McFerran | |
Name: | Michael R. McFerran | |
Title: | Authorized Signatory |
[Signature Page to Stockholders Agreement]
STOCKHOLDERS AGREEMENT
COUNTERPART SIGNATURE PAGE
The undersigned hereby agrees to all the terms and provisions of the Stockholders Agreement, dated October 18, 2013, by and among Gentiva Health Services, Inc., a Delaware corporation, the former stockholders of Harden Healthcare Holdings, Inc., a Delaware corporation, and R. Steven Hicks, as representative for such stockholders (the Stockholders Agreement), and agrees to be bound by the terms and provisions thereof as a Stockholder party thereto, as evidenced by the execution of this Counterpart Signature Page which, together with other Counterpart Signature Pages, is hereby incorporated into the Stockholders Agreement.
IN WITNESS WHEREOF, the undersigned has signed this Counterpart Signature Page effective October 18, 2013.
KKR - MILTON CAPITAL PARTNERS, L.P. | ||
By: | /s/ Michael R. McFerran | |
Name: | Michael R. McFerran | |
Title: | Authorized Signatory |
[Signature Page to Stockholders Agreement]
STOCKHOLDERS AGREEMENT
COUNTERPART SIGNATURE PAGE
The undersigned hereby agrees to all the terms and provisions of the Stockholders Agreement, dated October 18, 2013, by and among Gentiva Health Services, Inc., a Delaware corporation, the former stockholders of Harden Healthcare Holdings, Inc., a Delaware corporation, and R. Steven Hicks, as representative for such stockholders (the Stockholders Agreement), and agrees to be bound by the terms and provisions thereof as a Stockholder party thereto, as evidenced by the execution of this Counterpart Signature Page which, together with other Counterpart Signature Pages, is hereby incorporated into the Stockholders Agreement.
IN WITNESS WHEREOF, the undersigned has signed this Counterpart Signature Page effective October 18, 2013.
OREGON PUBLIC EMPLOYEES RETIREMENT FUND | ||
By: | /s/ Michael R. McFerran | |
Name: | Michael R. McFerran | |
Title: | Authorized Signatory |
[Signature Page to Stockholders Agreement]
APPENDIX A
STOCKHOLDERS
Harden Healthcare Texas, LLC
Hicks Healthcare, LP
St. Niklaas Healthcare, LP
Kristen Hicks Hanson 2006 Trust
Robert S. Hicks 2006 Trust
Brandon V. Hicks 2006 Trust
Shelly Ellard 2006 Trust
Jason Mabry 2006 Trust
Benjamin Hanson
R. Steven Hicks
Robert S. Hicks
Lew Little, Jr.
KKR Debt Investors II (2006) (Ireland) L.P.
KKR Financial Holdings III, LLC
KKR Milton Capital Partners, L.P.
Oregon Public Employees Retirement Fund
Exhibit 10.2
EXECUTION VERSION
Published deal CUSIP: 37249UAH9
Revolver CUSIP: 37249UAK2
Term Loan B CUSIP: 37249UAJ5
Term Loan C CUSIP: 37249UAL0
CREDIT AGREEMENT
Dated as of October 18, 2013
among
GENTIVA HEALTH SERVICES, INC.,
as the Borrower,
BARCLAYS BANK PLC,
as Administrative Agent, Swing Line Lender and L/C Issuer,
The Other Lenders Party Hereto,
BARCLAYS BANK PLC,
MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED,
GE CAPITAL MARKETS, INC.,
MORGAN STANLEY SENIOR FUNDING, INC.
and
SUNTRUST ROBINSON HUMPHREY, INC.
as Joint Lead Arrangers and Joint Book Managers,
MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED,
as Syndication Agent,
and
BANK OF MONTREAL
GENERAL ELECTRIC CAPITAL CORPORATION,
MORGAN STANLEY SENIOR FUNDING, INC.
and
SUNTRUST BANK,
as Co-Documentation Agents
TABLE OF CONTENTS
Section |
Page | |||||
ARTICLE I | ||||||
DEFINITIONS AND ACCOUNTING TERMS | ||||||
1.01. |
Defined Terms |
1 | ||||
1.02. |
Other Interpretive Provisions |
34 | ||||
1.03. |
Accounting Terms |
35 | ||||
1.04. |
Rounding |
35 | ||||
1.05. |
Times of Day |
35 | ||||
1.06. |
Letter of Credit Amounts |
35 | ||||
ARTICLE II | ||||||
THE COMMITMENTS AND CREDIT EXTENSIONS | ||||||
2.01. |
The Loans |
35 | ||||
2.02. |
Borrowings, Conversions and Continuations of Loans |
36 | ||||
2.03. |
Letters of Credit; The Letter of Credit Commitment |
38 | ||||
2.04. |
Swing Line Loans |
44 | ||||
2.05. |
Prepayments |
46 | ||||
2.06. |
Termination or Reduction of Commitments |
54 | ||||
2.07. |
Repayment of Loans |
54 | ||||
2.08. |
Interest |
55 | ||||
2.09. |
Fees |
56 | ||||
2.10. |
Computation of Interest and Fees |
57 | ||||
2.11. |
Evidence of Debt |
57 | ||||
2.12. |
Payments Generally; Administrative Agents Clawback |
57 | ||||
2.13. |
Sharing of Payments by Lenders |
58 | ||||
2.14. |
Increase in Commitments |
59 | ||||
2.15. |
Cash Collateral |
61 | ||||
2.16. |
Defaulting Lenders |
62 | ||||
2.17. |
Extensions of Revolving Credit Commitments |
64 | ||||
2.18. |
Extensions of Term Loans |
66 | ||||
2.19. |
Refinancing Amendments |
68 | ||||
ARTICLE III | ||||||
TAXES, YIELD PROTECTION AND ILLEGALITY | ||||||
3.01. |
Taxes |
69 | ||||
3.02. |
Illegality |
71 | ||||
3.03. |
Inability to Determine Rates |
72 | ||||
3.04. |
Increased Costs; Reserves on Eurodollar Rate Loans |
72 | ||||
3.05. |
Compensation for Losses |
73 | ||||
3.06. |
Mitigation Obligations; Replacement of Lenders |
74 | ||||
3.07. |
Survival |
74 | ||||
ARTICLE IV | ||||||
CONDITIONS PRECEDENT TO CREDIT EXTENSIONS | ||||||
4.01. |
Conditions of Initial Credit Extension |
74 | ||||
4.02. |
Conditions to All Credit Extensions |
77 |
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Page | ||||||
ARTICLE V | ||||||
REPRESENTATIONS AND WARRANTIES | ||||||
5.01. |
Existence, Qualification and Power |
78 | ||||
5.02. |
Authorization; No Contravention |
78 | ||||
5.03. |
Governmental Authorization; Other Consents |
78 | ||||
5.04. |
Binding Effect |
79 | ||||
5.05. |
Financial Statements; No Material Adverse Effect |
79 | ||||
5.06. |
Litigation |
80 | ||||
5.07. |
No Default |
80 | ||||
5.08. |
Ownership of Property; Liens; Investments |
80 | ||||
5.09. |
Environmental Compliance |
80 | ||||
5.10. |
Insurance |
80 | ||||
5.11. |
Taxes |
81 | ||||
5.12. |
ERISA Compliance |
81 | ||||
5.13. |
Subsidiaries; Equity Interests; Loan Parties |
81 | ||||
5.14. |
Margin Regulations; Investment Company Act |
82 | ||||
5.15. |
Disclosure |
82 | ||||
5.16. |
Compliance with Laws |
82 | ||||
5.17. |
Intellectual Property; Licenses, Etc. |
82 | ||||
5.18. |
Solvency |
82 | ||||
5.19. |
Casualty, Etc. |
82 | ||||
5.20. |
Labor Matters |
83 | ||||
5.21. |
Collateral Documents |
83 | ||||
5.22. |
[Reserved] |
83 | ||||
5.23. |
Regulation H |
83 | ||||
5.24. |
Use of Proceeds |
83 | ||||
5.25. |
Senior Debt |
83 | ||||
5.26. |
Compliance with Health Care Laws |
83 | ||||
5.27. |
HIPAA Compliance |
84 | ||||
5.28. |
Anti-Corruption Laws and Sanctions |
85 | ||||
5.29. |
PATRIOT Act |
85 | ||||
ARTICLE VI | ||||||
AFFIRMATIVE COVENANTS | ||||||
6.01. |
Financial Statements |
85 | ||||
6.02. |
Certificates; Other Information |
86 | ||||
6.03. |
Notices |
88 | ||||
6.04. |
Payment of Obligations |
89 | ||||
6.05. |
Preservation of Existence, Etc. |
89 | ||||
6.06. |
Maintenance of Properties |
89 | ||||
6.07. |
Maintenance of Insurance |
89 | ||||
6.08. |
Compliance with Health Care Laws |
89 | ||||
6.09. |
Books and Records |
90 | ||||
6.10. |
Inspection Rights |
90 | ||||
6.11. |
Use of Proceeds |
90 | ||||
6.12. |
Covenant to Guarantee Obligations and Give Security |
90 | ||||
6.13. |
Compliance with Environmental Laws |
92 | ||||
6.14. |
Further Assurances |
92 | ||||
6.15. |
[Reserved] |
92 | ||||
6.16. |
[Reserved] |
92 | ||||
6.17. |
[Reserved] |
92 | ||||
6.18. |
Designation as Senior Debt |
93 | ||||
6.19. |
Maintenance of Debt Ratings |
93 |
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Page | ||||||
6.20. |
Post-Closing Covenants |
93 | ||||
6.21. |
Compliance with Anti-Corruption Laws |
93 | ||||
ARTICLE VII | ||||||
NEGATIVE COVENANTS | ||||||
7.01. |
Liens |
93 | ||||
7.02. |
Indebtedness |
95 | ||||
7.03. |
Investments |
97 | ||||
7.04. |
Fundamental Changes |
100 | ||||
7.05. |
Dispositions |
100 | ||||
7.06. |
Restricted Payments |
101 | ||||
7.07. |
Change in Nature of Business |
103 | ||||
7.08. |
Transactions with Affiliates |
103 | ||||
7.09. |
Burdensome Agreements; Negative Pledge Clauses |
103 | ||||
7.10. |
Use of Proceeds |
104 | ||||
7.11. |
Financial Covenant |
104 | ||||
7.12. |
[Reserved] |
105 | ||||
7.13. |
Amendments of Organization Documents |
105 | ||||
7.14. |
Accounting Changes |
105 | ||||
7.15. |
Prepayments, Etc. of Indebtedness |
105 | ||||
7.16. |
Amendment, Etc. of Related Documents and Indebtedness |
105 | ||||
7.17. |
[Reserved] |
105 | ||||
7.18. |
HIPAA Business Associate Agreement |
105 | ||||
ARTICLE VIII | ||||||
EVENTS OF DEFAULT AND REMEDIES | ||||||
8.01. |
Events of Default |
106 | ||||
8.02. |
Remedies upon Event of Default |
107 | ||||
8.03. |
Application of Funds |
108 | ||||
ARTICLE IX | ||||||
ADMINISTRATIVE AGENT | ||||||
9.01. |
Appointment and Authority |
109 | ||||
9.02. |
Rights as a Lender |
109 | ||||
9.03. |
Exculpatory Provisions |
109 | ||||
9.04. |
Reliance by Administrative Agent |
110 | ||||
9.05. |
Delegation of Duties |
110 | ||||
9.06. |
Resignation of Administrative Agent |
111 | ||||
9.07. |
Non-Reliance on Administrative Agent and Other Lenders |
111 | ||||
9.08. |
No Other Duties, Etc. |
111 | ||||
9.09. |
Administrative Agent May File Proofs of Claim |
112 | ||||
9.10. |
Collateral and Guaranty Matters |
112 | ||||
9.11. |
Secured Cash Management Agreements and Secured Hedge Agreements |
113 | ||||
9.12. |
Withholding Tax |
113 | ||||
ARTICLE X | ||||||
MISCELLANEOUS | ||||||
10.01. |
Amendments, Etc. |
113 | ||||
10.02. |
Notices; Effectiveness; Electronic Communications |
115 | ||||
10.03. |
No Waiver; Cumulative Remedies; Enforcement |
117 | ||||
10.04. |
Expenses; Indemnity; Damage Waiver |
117 |
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Page | ||||||
10.05. |
Payments Set Aside |
119 | ||||
10.06. |
Successors and Assigns |
119 | ||||
10.07. |
Treatment of Certain Information; Confidentiality |
122 | ||||
10.08. |
Right of Setoff |
123 | ||||
10.09. |
Interest Rate Limitation |
123 | ||||
10.10. |
Counterparts; Integration; Effectiveness |
123 | ||||
10.11. |
Survival of Representations and Warranties |
124 | ||||
10.12. |
Severability |
124 | ||||
10.13. |
Replacement of Lenders |
124 | ||||
10.14. |
Governing Law; Jurisdiction; Etc. |
124 | ||||
10.15. |
WAIVER OF JURY TRIAL |
125 | ||||
10.16. |
No Advisory or Fiduciary Responsibility |
125 | ||||
10.17. |
Electronic Execution of Assignments and Certain Other Documents |
126 | ||||
10.18. |
USA PATRIOT Act |
126 | ||||
10.19. |
Time of the Essence |
126 | ||||
10.20. |
ENTIRE AGREEMENT |
126 |
-iv-
SCHEDULES | ||
2.01 | Commitments and Applicable Percentages | |
2.03 | Existing Letters of Credit | |
4.01(a) | Mortgaged Properties | |
5.05 | Supplement to Interim Financial Statements | |
5.06 | Litigation | |
5.08(b) | Existing Liens | |
5.08(c) | Owned Real Property | |
5.08(d) | Existing Investments | |
5.12(d) | Pension Plans | |
5.13 | Subsidiaries and Other Equity Investments; Loan Parties | |
5.16 | Compliance with Laws | |
5.17 | Intellectual Property Matters | |
5.20 | Labor Matters | |
5.26(b) | Health Care Permits | |
5.26(c) | Program Participation Agreements | |
5.26(d) | Excluded Entities | |
5.26(e) | Corporate Integrity Agreements, Settlement Agreements, Plans of Correction, Etc. | |
6.11 | Refinancing Indebtedness | |
6.12 | Guarantors | |
6.20 | Post Closing Covenants | |
7.02 | Existing Indebtedness | |
7.04(g) | Fundamental Changes - Subsidiaries | |
7.05 | Permitted Disposition Entities | |
7.09 | Restrictions | |
10.02 | Administrative Agents Office, Certain Addresses for Notices |
EXHIBITS | ||
Form of | ||
A | Committed Loan Notice | |
B | Swing Line Loan Notice | |
C-1 | Term Note | |
C-2 | Revolving Credit Note | |
D | Compliance Certificate | |
E-1 | Assignment and Assumption | |
E-2 | Administrative Questionnaire | |
F | Guaranty | |
G | Security Agreement | |
H-1 | Perfection Certificate | |
H-2 | Perfection Certificate Supplement | |
I | [Reserved] | |
J | Solvency Certificate | |
K | [Reserved] | |
L | Acceptance and Prepayment Notice | |
M | Discount Range Prepayment Notice | |
N | Discount Range Prepayment Offer | |
O | Solicited Discounted Prepayment Offer | |
P | Solicited Discounted Prepayment Notice | |
Q | Specified Discount Prepayment Notice | |
R | Specified Discount Prepayment Response | |
S | United States Tax Compliance Certificate |
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CREDIT AGREEMENT
This CREDIT AGREEMENT (Agreement) is entered into as of October 18, 2013, among Gentiva Health Services, Inc., a Delaware corporation (the Borrower), each lender from time to time party hereto (collectively, the Lenders and individually, a Lender), and BARCLAYS BANK PLC, as Administrative Agent, Swing Line Lender and L/C Issuer, MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, as Syndication Agent, and BANK OF MONTREAL, GENERAL ELECTRIC CAPITAL CORPORATION, MORGAN STANLEY SENIOR FUNDING, INC. and SUNTRUST BANK, as Co-Documentation Agents.
PRELIMINARY STATEMENTS:
Javelin Merger Sub, Inc., a Delaware corporation and a direct wholly-owned subsidiary of the Borrower (the Merger Sub), was organized by the Borrower to acquire control of Harden Healthcare Holdings, Inc., a Delaware corporation (Harden) and certain of its Subsidiaries and Affiliates (collectively, the Acquired Business).
Pursuant to the Agreement and Plan of Merger dated as of September 18, 2013 (the Merger Agreement) among the Borrower, the Merger Sub, Javelin Healthcare Holdings, LLC, a Delaware limited liability company, the sole member of which is the Borrower (LLC Sub), Harden, R. Steven Hicks, in his capacity as stockholder representative, the security holders named therein, and the other Persons party thereto, the Borrower and the Merger Sub have agreed to consummate a merger (the First Merger) with Harden in which the Merger Sub shall be merged with and into Harden, with Harden as the surviving corporation and then immediately after the First Merger, and as a part of an integrated plan, Harden will merge with and into LLC Sub (together with the First Merger, the Merger), with LLC Sub as the surviving entity.
The proceeds of the borrowings hereunder will be used to fund a portion of the Transaction and provide ongoing working capital and for other general corporate purposes of the Borrower and its Subsidiaries.
In furtherance of the foregoing, on the Closing Date, the Borrower has requested that the Lenders provide a term B loan facility in the amount of $670,000,000, a term C loan facility in the amount of $155,000,000 and a revolving credit facility in the amount of $100,000,000, and the Lenders have indicated their willingness to lend and the L/C Issuer has indicated its willingness to issue letters of credit, in each case, on the terms and subject to the conditions set forth herein.
In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:
ARTICLE I
DEFINITIONS AND ACCOUNTING TERMS
1.01. Defined Terms. As used in this Agreement, the following terms shall have the meanings set forth below:
Acceptance and Prepayment Notice means a notice of the Borrowers acceptance of the Acceptable Discount in substantially the form of Exhibit L.
Acceptance Date has the meaning specified in Section 2.05(a)(iv)(D)(2).
Acquired Business has the meaning specified in the Preliminary Statements.
Acquired Business Material Adverse Effect means, with respect to the Acquired Business, any one or more events, developments, circumstances, occurrences, changes or effects that, individually or in the aggregate, are materially adverse to (i) the business, assets, liabilities, condition (financial or otherwise), or results of operations of the Acquired Business, taken as a whole (excluding the Long-Term Care Business, the Long-Term Care Subsidiaries, the Girling New York Business and the Girling New York Subsidiaries (as such terms are defined in the Merger Agreement)), or (ii) the ability of the Acquired Business to perform its obligations under the Merger Agreement or
to consummate the transactions contemplated thereby; provided, however, that the foregoing shall not include any event, development, circumstance, occurrence, change or effect resulting from (A) changes in general economic or financial, credit or securities market conditions or prevailing interest rates, (B) general changes in the industries in which the Acquired Business operates, (C) changes or proposed changes in reimbursement rates or coverage limitations applicable to the products or services of the Acquired Business, (D) changes or proposed changes in Law (as defined in the Merger Agreement) or accounting rules or principles, including GAAP, or interpretations or enforcement thereof by any Governmental Body (as defined in the Merger Agreement), (E) the announcement of the Merger Agreement or any of the transactions contemplated thereby, the fulfillment of the parties obligations under the Merger Agreement or the consummation of the transactions contemplated thereby, (F) actions or omissions taken or not taken by the Acquired Business at the Borrowers request or with the Borrowers consent or (G) any act of God including, without limitation, weather, natural disasters, earthquakes, or any hostilities, acts of war, sabotage or terrorism or military actions or any escalation or material worsening of any such hostilities, acts of war, sabotage or terrorism or military actions; except, with respect to clauses (A), (B), (C) and (D), to the extent, and only to the extent, that such event, development, circumstance, occurrence, change or effect is disproportionately adverse to the Acquired Business, taken as a whole, as compared to other companies operating in the industries in which the Acquired Business operates.
Additional Commitments Effective Date has the meaning specified in Section 2.14(b).
Additional Facility Joinder Agreement has the meaning specified in Section 2.14(c).
Additional Lender means, at any time, any bank, other financial institution or institutional investor that, in any case, is not an existing Lender and that agrees to provide any portion of any (a) Additional Revolving Credit Loans or Additional Term Loans in accordance with Section 2.14 or (b) Credit Agreement Refinancing Indebtedness pursuant to a Refinancing Amendment in accordance with Section 2.19; provided that each Additional Lender (other than any Person that is a Lender, an Affiliate of a Lender or an Approved Fund at such time) shall be subject to the consent of the Administrative Agent, the L/C Issuer and/or the Swing Line Lender (each such consent not to be unreasonably withheld or delayed), in each case to the extent any such consent would be required from the Administrative Agent, the L/C Issuer and/or the Swing Line Lender under Section 10.06(b)(iii)(B), (C) and/or (D), respectively, for an assignment of Loans to such Additional Lender.
Additional Revolving Credit Commitments means the commitments of the Additional Revolving Credit Lenders to make Additional Revolving Credit Loans pursuant to Section 2.14.
Additional Revolving Credit Lenders means the Lenders providing the Additional Revolving Credit Commitments.
Additional Revolving Credit Loans means any loans made in respect of any Additional Revolving Credit Commitments that shall have been added pursuant to Section 2.14.
Additional Term B Commitments means the commitments of the Additional Term B Lenders to make Additional Term B Loans pursuant to Section 2.14.
Additional Term B Lenders means the Lenders providing the Additional Term B Loans.
Additional Term B Loans means any new tranche of Term B Loans or increases in the aggregate principal amount of Term B Loans made pursuant to Section 2.14 in respect of any Additional Term B Commitments.
Additional Term C Commitments means the commitments of the Additional Term C Lenders to make Additional Term C Loans pursuant to Section 2.14.
Additional Term C Lenders means the Lenders providing the Additional Term C Loans.
Additional Term C Loans means any new tranche of Term C Loans or increases in the aggregate principal amount of Term C Loans made pursuant to Section 2.14 in respect of any Additional Term C Commitments.
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Additional Term Commitments means, at any time, the Additional Term B Commitments and/or the Additional Term C Commitments.
Additional Term Lenders means the Lenders providing the Additional Term Loans.
Additional Term Loans means, at any time, the Additional Term B Loans and/or the Additional Term C Loans.
Administrative Agent means Barclays in its capacity as administrative agent under any of the Loan Documents, or any successor administrative agent.
Administrative Agents Office means the Administrative Agents address and, as appropriate, account as set forth on Schedule 10.02, or such other address or account as the Administrative Agent may from time to time notify to the Borrower and the Lenders.
Administrative Questionnaire means an Administrative Questionnaire in substantially the form of Exhibit E-2 or any other form approved by the Administrative Agent.
Administrative Rules has the meaning specified in Section 5.27(a).
Affiliate means, with respect to any Person, another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified.
Agency Fee Letter means the letter agreement, dated October 18, 2013, by and between the Borrower and Barclays Bank PLC.
Agents means, the Administrative Agent, the Collateral Agent (as defined in the Security Agreement), the Syndication Agents and the Co-Documentation Agents; and Agent shall mean any of them.
Aggregate Commitments means the Commitments of all the Lenders.
Agreement has the meaning specified in the introductory paragraph hereto.
Anti-Corruption Laws means all laws, rules, and regulations of any jurisdiction applicable to the Borrower or its Subsidiaries from time to time concerning or relating to bribery or corruption.
Applicable Discount has the meaning specified in Section 2.05(a)(iv)(C)(2).
Applicable Percentage means, (a) in respect of the Term B Facility, with respect to any Term B Lender at any time, the percentage (carried out to the ninth decimal place) of the Term B Facility represented by (i) on or prior to the Closing Date, such Term B Lenders Term B Commitment at such time, subject to adjustment as provided in Section 2.16, and (ii) thereafter, the principal amount of such Term B Lenders Term B Loans at such time, (b) in respect of the Term C Facility, with respect to any Term C Lender at any time, the percentage (carried out to the ninth decimal place) of the Term C Facility represented by (i) on or prior to the Closing Date, such Term C Lenders Term C Commitment at such time, subject to adjustment as provided in Section 2.16, and (ii) thereafter, the principal amount of such Term C Lenders Term C Loans at such time and (c) in respect of the Revolving Credit Facility, with respect to any Revolving Credit Lender at any time, the percentage (carried out to the ninth decimal place) of the Revolving Credit Facility represented by such Revolving Credit Lenders Revolving Credit Commitment at such time, subject to adjustment as provided in Section 2.16. If the commitment of each Revolving Credit Lender to make Revolving Credit Loans and the obligation of the L/C Issuer to make L/C Credit Extensions have been terminated pursuant to Section 8.02, or if the Revolving Credit Commitments have expired, then the Applicable Percentage of each Revolving Credit Lender in respect of the Revolving Credit Facility shall be determined based on the Applicable Percentage of such Revolving Credit Lender in respect of the Revolving Credit Facility most recently in effect, giving effect to any subsequent assignments. The initial Applicable Percentage of each Lender in respect of each Facility is set forth opposite the name of such Lender on Schedule 2.01 or in the Assignment and Assumption, Additional Facility Joinder Agreement or Refinancing Amendment pursuant to which such Lender becomes a party hereto, as applicable.
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Applicable Rate means (a) in respect of the Initial Term B Loans 4.25% per annum for Base Rate Loans and 5.25% per annum for Eurodollar Rate Loans, (b) in respect of the Initial Term C Loans 3.50% per annum for Base Rate Loans and 4.50% for Eurodollar Rate Loans and (c) in respect of the Revolving Credit Facility 3.50% per annum for Base Rate Loans and 4.50% per annum for Eurodollar Rate Loans, provided that, after the date on which the Administrative Agent receives a Compliance Certificate pursuant to Section 6.02(b) for the fiscal quarter ended December 31, 2013, the Applicable Rate in respect of the Revolving Credit Facility shall be the applicable percentage per annum set forth below determined by reference to the Consolidated Leverage Ratio as set forth in the most recent Compliance Certificate received by the Administrative Agent pursuant to Section 6.02(b):
Applicable Rate |
||||||||||
Pricing Level |
Consolidated Leverage Ratio |
Eurodollar Rate for Revolving Credit Facility and Letter of Credit Fees |
Base Rate for Revolving Credit Facility |
|||||||
1 |
³ 4.00 to 1.00 | 4.50 | % | 3.50 | % | |||||
2 |
< 4.00 to 1.00 | 4.25 | % | 3.25 | % |
Any increase or decrease in the Applicable Rate resulting from a change in the Consolidated Leverage Ratio shall become effective as of the first Business Day immediately following the date a Compliance Certificate is delivered pursuant to Section 6.02(b); provided, however, that if a Compliance Certificate is not delivered when due in accordance with such section, then Pricing Level 1 shall apply with respect to the Revolving Credit Facility as of the first Business Day after the date on which such Compliance Certificate was required to have been delivered and shall remain in effect until the date on which such Compliance Certificate is delivered.
If at a time when this Agreement is in effect and unpaid Obligations under this Agreement are outstanding (other than Obligations under any (i) Secured Hedge Agreement, (ii) treasury, depositary, credit or debit card, purchase card and cash management services or in connection with any automated clearinghouse transfer of funds, and (iii) indemnities and other contingent obligations not yet due and payable), as a result of any restatement of or other adjustment to the financial statements of the Borrower or for any other reason, the Borrower or the Lenders determine that (i) the Consolidated Leverage Ratio as calculated by the Borrower as of any applicable date was inaccurate and (ii) a proper calculation of the Consolidated Leverage Ratio would have resulted in higher pricing for such period, the Borrower shall immediately and retroactively be obligated to pay to the Administrative Agent for the account of the applicable Lenders or L/C Issuer, as the case may be, promptly on demand by the Administrative Agent (or, after the occurrence of any Event of Default described in Section 8.01(f) or 8.01(g), automatically and without further action by the Administrative Agent, any Lender or L/C Issuer), an amount equal to the excess of the amount of interest and fees that should have been paid for such period over the amount of interest and fees actually paid for such period; provided that non-payment as a result of such inaccuracy shall not in any event be deemed retroactively to be an Event of Default pursuant to Section 8.01(a), and such amount payable shall be calculated without giving effect to any additional interest payable on amounts under Section 2.08(b) if paid promptly on demand.
Applicable Revolving Credit Percentage means with respect to any Revolving Credit Lender at any time, such Revolving Credit Lenders Applicable Percentage in respect of the Revolving Credit Facility at such time.
Appropriate Lender means, at any time, (a) with respect to any of the Term B Facility, the Term C Facility or the Revolving Credit Facility, a Lender that has a Commitment with respect to such Facility or holds a Term B Loan, a Term C Loan or a Revolving Credit Loan, respectively, at such time, (b) with respect to the Letter of Credit Sublimit, (i) the L/C Issuer and (ii) if any Letters of Credit have been issued pursuant to Section 2.03(a), the Revolving Credit Lenders and (c) with respect to the Swing Line Sublimit, (i) the Swing Line Lender and (ii) if any Swing Line Loans are outstanding pursuant to Section 2.04(a), the Revolving Credit Lenders.
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Approved Captive Insurance Subsidiary means Gentiva Insurance Corporation, a New York insurance company, and any other captive insurance subsidiary formed by the Borrower and approved by the Administrative Agent pursuant to Section 6.12(e).
Approved Fund means any Fund that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers or manages a Lender; provided that neither the Borrower nor any of its Affiliates shall be an Approved Fund.
Arrangers means Barclays Bank PLC, Merrill Lynch, Pierce Fenner & Smith Incorporated, GE Capital Markets, Inc., Morgan Stanley Senior Funding, Inc. and SunTrust Robinson Humphrey, Inc. in their capacity as joint lead arrangers and joint bookrunning managers.
Assessments has the meaning specified in Section 5.27(a).
Assignee Group means two or more Eligible Assignees that are Affiliates of one another or two or more Approved Funds managed by the same investment advisor.
Assignment and Assumption means an assignment and assumption entered into by a Lender and an Eligible Assignee (with the consent of any party whose consent is required by Section 10.06(b)), and accepted by the Administrative Agent, in substantially the form of Exhibit E-1 or any other form approved by the Administrative Agent.
Attributable Indebtedness means, on any date, (a) in respect of any Capitalized Lease of any Person, the capitalized amount thereof that would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP, (b) in respect of any Synthetic Lease Obligation, the capitalized amount of the remaining lease or similar payments under the relevant lease or other applicable agreement or instrument that would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP if such lease or other agreement or instrument were accounted for as a Capitalized Lease and (c) all Synthetic Debt of such Person.
Auction Agent means (a) the Administrative Agent or (b) any other financial institution or advisor employed by the Borrower (whether or not an Affiliate of the Administrative Agent) to act as an arranger in connection with any Discounted Term Loan Prepayment pursuant to Section 2.05(a)(iv); provided that the Borrower shall not designate the Administrative Agent as the Auction Agent without the written consent of the Administrative Agent (it being understood that the Administrative Agent shall be under no obligation to agree to act as the Auction Agent); provided, further, that neither the Borrower nor any of its Subsidiaries or Affiliates may act as the Auction Agent.
Audited Financial Statements means, as applicable, (a) the Borrowers audited consolidated balance sheet as of December 31, 2012 and the related consolidated statements of income or operations, shareholders equity and cash flows, including the notes thereto, each for the three fiscal years ended December 31, 2010, December 31, 2011 and December 31, 2012 and (b) Harden Healthcare Holdings, Inc.s audited consolidated balance sheet as of December 31, 2012 and the related consolidated statements of income or operations, shareholders equity and cash flows, including the notes thereto, each for the three fiscal years ended December 31, 2010, December 31, 2011 and December 31, 2012.
Availability Period means the period from and including the Closing Date to the earliest of (i) the Maturity Date for the Revolving Credit Facility, (ii) the date of termination of the Revolving Credit Commitments pursuant to Section 2.06, and (iii) the date of termination of the commitment of each Revolving Credit Lender to make Revolving Credit Loans and of the obligation of the L/C Issuer to make L/C Credit Extensions pursuant to Section 8.02.
Available Amount means, at any time, the aggregate of (a) $25,000,000, plus (b) the sum of:
(i) the cumulative portion of Excess Cash Flow for each fiscal year of the Borrower, commencing with the fiscal year ending December 31, 2014, that is not required to be applied to prepay or repay Loans pursuant to Section 2.05(b)(i); plus
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(ii) the portion of the Net Cash Proceeds from any sale of Equity Interests of the Borrower or contributions to the common equity of the Borrower (in each case, other than with respect to Disqualified Equity Interests) after the Closing Date (excluding Net Cash Proceeds in connection with Restricted Payments made under Section 7.06(c)); plus
(iii) the Declined Prepayment Amount; minus
(iv) the aggregate amount of Restricted Payments made in reliance on Section 7.06(d); minus
(v) the aggregate amount of Investments made in reliance on Section 7.03(k) (net of any cash return to the Borrower and its Subsidiaries in respect of such Investments); minus
(vi) the aggregate amount of Indebtedness prepaid in reliance on Section 7.15(d);
For the avoidance of doubt, any unused Available Amount in any fiscal year shall be rolled forward to the next succeeding fiscal year.
Barclays means Barclays Bank PLC and its successors.
Base Rate means for any day a fluctuating rate per annum equal to the highest of (a) the Federal Funds Rate plus 1/2 of 1%, (b) the rate of interest in effect for such day as publicly announced from time to time by Administrative Agent as its prime rate, and (c) the Eurodollar Rate for an Interest Period of one month plus 1.00%. The prime rate is a rate set by Administrative Agent based upon various factors including Administrative Agents costs and desired return, general economic conditions and other factors, and is used as a reference point for pricing some loans, which may be priced at, above, or below such announced rate. Any change in such prime rate announced by Administrative Agent shall take effect at the opening of business on the day specified in the public announcement of such change. Notwithstanding the foregoing, the Base Rate shall not be deemed to be less than 2.25% with respect to the Term Loans.
Base Rate Loan means a Revolving Credit Loan, a Term B Loan or a Term C Loan that bears interest based on the Base Rate.
Borrower has the meaning specified in the introductory paragraph hereto.
Borrower Materials has the meaning specified in Section 6.02.
Borrower Offer of Specified Discount Prepayment means the offer by the Borrower to make a voluntary prepayment of Term Loans at a Specified Discount to par pursuant to Section 2.05(a)(iv).
Borrower Solicitation of Discount Range Prepayment Offers means the solicitation by the Borrower of offers for, and the corresponding acceptance by a Term Lender of, a voluntary prepayment of Term Loans at a specified range of discounts to par pursuant to Section 2.05(a)(iv).
Borrower Solicitation of Discounted Prepayment Offers means the solicitation by the Borrower of offers for, and the subsequent acceptance, if any, by a Term Lender of, a voluntary prepayment of Term Loans at a discount to par pursuant to Section 2.05(a)(iv).
Borrowing means a borrowing consisting of Loans of the same Class and Type made, converted or continued on the same date and, in the case of Eurodollar Rate Loans, having the same Interest Period.
Business Day means any day other than a Saturday, Sunday or other day on which commercial banks are authorized to close under the Laws of, or are in fact closed in, the state where the Administrative Agents Office is located and, if such day relates to any Eurodollar Rate Loan, means any such day that is also a London Banking Day.
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Capital Expenditures means, with respect to any Person for any period, the aggregate of all expenditures by such Person for the acquisition (other than a Permitted Acquisition) or leasing (pursuant to a Capitalized Lease) of fixed or capital assets or additions to equipment (including replacements, capitalized repairs and improvements during such period) which are required to be capitalized under GAAP on a balance sheet of such Person. For purposes of this definition, the purchase price of equipment that is purchased simultaneously with the trade-in of existing equipment or with insurance proceeds shall be included in Capital Expenditures only to the extent of the gross amount by which such purchase price exceeds the credit granted by the seller of such equipment for the equipment being traded in at such time or the amount of such insurance proceeds, as the case may be.
Capitalized Leases means all leases that have been or should be, in accordance with GAAP, recorded as capitalized leases.
CareCentrix Note means that certain $25,000,000 subordinated promissory note from CareCentrix, Inc. payable to Gentiva Health Services Holding Corp., dated as of September 19, 2011.
Cash Collateralize means to pledge and deposit with or deliver to the Administrative Agent, for the benefit of the Administrative Agent, L/C Issuer or Swing Line Lender (as applicable) and the Lenders, as collateral for L/C Obligations, Obligations in respect of Swing Line Loans, or obligations of Lenders to fund participations in respect of either thereof (as the context may require), cash or deposit account balances or, if the L/C Issuer or Swing Line Lender benefiting from such collateral shall agree in its sole discretion, other credit support, in each case pursuant to documentation in form and substance reasonably satisfactory to (a) the Administrative Agent and (b) the L/C Issuer or the Swing Line Lender (as applicable). Cash Collateral shall have a meaning correlative to the foregoing and shall include the proceeds of such cash collateral and other credit support.
Cash Equivalents means any of the following types of Investments, to the extent owned by the Borrower or any of its Subsidiaries free and clear of all Liens (other than Liens created under the Collateral Documents and other Liens permitted hereunder):
(a) readily marketable obligations issued or directly and fully guaranteed or insured by the United States of America or any agency or instrumentality thereof having maturities of not more than 365 days from the date of acquisition thereof; provided that the full faith and credit of the United States of America is pledged in support thereof;
(b) time deposits with, or insured certificates of deposit or bankers acceptances of, any commercial bank that (i) (A) is a Lender or (B) is organized under the laws of the United States of America, any state thereof or the District of Columbia or is the principal banking subsidiary of a bank holding company organized under the laws of the United States of America, any state thereof or the District of Columbia, and is a member of the Federal Reserve System, (ii) issues (or the parent of which issues) commercial paper rated as described in clause (c) of this definition and (iii) has combined capital and surplus of at least $500,000,000, in each case with maturities of not more than 365 days from the date of acquisition thereof;
(c) commercial paper issued by any Person organized under the laws of any state of the United States of America and rated at least Prime-1 (or the then equivalent grade) by Moodys or at least A-1 (or the then equivalent grade) by S&P, in each case with maturities of not more than three months from the date of acquisition thereof;
(d) Investments, classified in accordance with GAAP as current assets of the Borrower or any of its Subsidiaries, in money market investment programs registered under the Investment Company Act of 1940, which are administered by financial institutions that have the highest rating obtainable from either Moodys or S&P, and 95% of the portfolios of which are limited solely to Investments of the character, quality and maturity described in clauses (a), (b) and (c) of this definition;
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(e) repurchase obligations of any Lender or any commercial bank satisfying the requirements of clause (b) of this definition, having a term of not more than 30 days with respect to securities of the types described in clauses (a) and (b) above;
(f) securities with maturities of three months or less from the date of acquisition issued or fully guaranteed by any state, commonwealth or territory of the United States, by any political subdivision or taxing authority of any such state, commonwealth or territory or by any foreign government, the securities of which state, commonwealth, territory, political subdivision, taxing authority or foreign government (as the case may be) are rated at least A-1 by S&P or P-1 by Moodys; and
(g) securities with maturities of three months or less from the date of acquisition backed by standby letters of credit issued by any Lender or any commercial bank satisfying the requirements of clause (b) of this definition.
Cash Management Agreement means any agreement to provide cash management services, including treasury, depository, overdraft, credit or debit card, electronic funds transfer and other cash management arrangements.
Cash Management Bank means any Person that, at the time it enters into a Cash Management Agreement (or, on the Closing Date with respect to a Cash Management Agreement in effect prior to the Closing Date and continuing in effect thereafter), is a Lender or an Affiliate of a Lender, in its capacity as a party to such Cash Management Agreement.
Casualty Event shall mean any involuntary loss of title, any involuntary loss of, damage to or any destruction of, or any condemnation or other taking (including by any Governmental Authority) of, any property of the Borrower or any of its Subsidiaries or any other event that gives rise to the receipt by the Borrower or any Subsidiary of any insurance proceeds or condemnation awards in respect of any property to replace or repair such property. Casualty Event shall include but not be limited to any taking of all or any part of any real property of any person or any part thereof, in or by condemnation or other eminent domain proceedings pursuant to any Laws, or by reason of the temporary requisition of the use or occupancy of all or any part of any real property of any person or any part thereof by any Governmental Authority, civil or military, or any settlement in lieu thereof.
CFC means a controlled foreign corporation within the meaning of Section 957 of the Code.
Change in Law means the occurrence, after the date of this Agreement, of any of the following: (a) the adoption or taking effect of any law, rule, regulation or treaty, (b) any change in any law, rule, regulation or treaty or in the administration, interpretation or application thereof by any Governmental Authority or (c) the making or issuance of any request, guideline or directive (whether or not having the force of law) by any Governmental Authority.
Change of Control means an event or series of events by which:
(a) any person or group (as such terms are used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, but excluding any employee benefit plan of such person or its subsidiaries, and any person or entity acting in its capacity as trustee, agent or other fiduciary or administrator of any such plan) becomes the beneficial owner (as defined in Rules 13d-3 and 13d-5 under the Securities Exchange Act of 1934, except that a person or group shall be deemed to have beneficial ownership of all securities that such person or group has the right to acquire, whether such right is exercisable immediately or only after the passage of time (such right, an option right)), directly or indirectly, of 35% or more of the equity securities of the Borrower entitled to vote for members of the board of directors or equivalent governing body of the Borrower on a fully-diluted basis (and taking into account all such securities that such person or group has the right to acquire pursuant to any option right); or
(b) during any period of 24 consecutive months, a majority of the members of the board of directors or other equivalent governing body of the Borrower cease to be composed of individuals (i) who
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were members of that board or equivalent governing body on the first day of such period, (ii) whose election or nomination to that board or equivalent governing body was approved by individuals referred to in clause (i) above constituting at the time of such election or nomination at least a majority of that board or equivalent governing body or (iii) whose election or nomination to that board or other equivalent governing body was approved by individuals referred to in clauses (i) and (ii) above constituting at the time of such election or nomination at least a majority of that board or equivalent governing body (excluding, in the case of both clause (ii) and clause (iii), any individual whose initial nomination for, or assumption of office as, a member of that board or equivalent governing body occurs as a result of an actual or threatened solicitation of proxies or consents for the election or removal of one or more directors by any person or group other than a solicitation for the election of one or more directors by or on behalf of the board of directors); or
(c) a change of control or any comparable term under, and as defined in, the Senior Notes Documents or other Indebtedness exceeding the Threshold Amount shall have occurred.
Class (a) when used with respect to any Lender, refers to whether such Lender has a Loan or Commitment with respect to a particular Class of Loans or Commitments, (b) when used with respect to Commitments, refers to whether such Commitments are Term B Commitments, Term C Commitments, Additional Term B Commitments, Additional Term C Commitments, Other Term Commitments, Revolving Credit Commitments, Additional Revolving Credit Commitments or Extended Revolving Credit Commitments and (c) when used with respect to Loans or a Borrowing, refers to whether such Loans, or the Loans comprising such Borrowing, are Initial Term B Loans, Initial Term C Loans, Additional Term B Loans, Additional Term C Loans, Other Term Loans, Extended Term Loans, Revolving Credit Loans, Additional Revolving Credit Loans or Extended Revolving Credit Loans. Commitments (and, in each case, the Loans made pursuant to such Commitments) that have different terms and conditions shall be construed to be in different Classes. Commitments (and, in each case, the Loans made pursuant to such Commitments) that have the same terms and conditions shall be construed to be in the same Class.
Closing Date means the first date all the conditions precedent in Section 4.01 are satisfied or waived in accordance with Section 10.01.
Code means the Internal Revenue Code of 1986, as amended from time to time.
Co-Documentation Agents means Bank of Montreal, General Electric Capital Corporation, Morgan Stanley Senior Funding, Inc. and SunTrust Bank, in their capacity as co-documentation agents.
Collateral means all of the Collateral and Mortgaged Property or Trust Property referred to in the Collateral Documents and all of the other property that is or is intended under the terms of the Collateral Documents to be subject to Liens in favor of the Administrative Agent for the benefit of the Secured Parties.
Collateral Documents means, collectively, the Security Agreement, the Intellectual Property Security Agreement, the Mortgages, each of the mortgages, collateral assignments, Security Agreement Supplements, IP Security Agreement Supplements, security agreements, pledge agreements or other similar agreements delivered to the Administrative Agent pursuant to Section 6.12, and each of the other agreements, instruments or documents that creates or purports to create a Lien in favor of the Administrative Agent for the benefit of the Secured Parties.
Commitment means a Term B Commitment, a Term C Commitment, an Additional Term B Commitment, an Additional Term C Commitment, an Other Term Commitment, a Revolving Credit Commitment, an Additional Revolving Credit Commitment or an Extended Revolving Credit Commitment, as the context may require.
Committed Loan Notice means a notice of (a) a Term Borrowing, (b) Revolving Credit Borrowing, (c) a conversion of Loans from one Type to the other, or (d) a continuation of Eurodollar Rate Loans, pursuant to Section 2.02(a), which shall be substantially in the form of Exhibit A.
Commodity Exchange Act means the Commodity Exchange Act (7 U.S.C. § 1 et seq.), as amended from time to time, and any successor statute.
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Compliance Certificate means a certificate substantially in the form of Exhibit D.
Consolidated Current Assets means, at any date, all amounts (other than cash and Cash Equivalents) that would, in conformity with GAAP, be set forth opposite the caption total current assets (or any like caption) on a consolidated balance sheet of the Borrower and its Subsidiaries at such date.
Consolidated Current Liabilities means, at any date, all amounts that would, in conformity with GAAP, be set forth opposite the caption total current liabilities (or any like caption) on a consolidated balance sheet of the Borrower and its Subsidiaries at such date, but excluding (a) the current portion of any Consolidated Funded Indebtedness of the Borrower and its Subsidiaries and (b) without duplication of clause (a) above, all Indebtedness consisting of Revolving Credit Loans or Swing Line Loans to the extent otherwise included therein.
Consolidated EBITDA means, at any date of determination, an amount equal to Consolidated Net Income of the Borrower and its Subsidiaries on a consolidated basis for the most recently completed Measurement Period plus (a) the following to the extent deducted in calculating such Consolidated Net Income and without duplication: (i) Consolidated Interest Charges, (ii) the provision for federal, state, local and foreign income taxes, (iii) depreciation and amortization expense, (iv) extraordinary, unusual or nonrecurring charges or losses reducing such Consolidated Net Income related solely to the settlement of litigation in an aggregate amount not to exceed $25,000,000; (v) other extraordinary, unusual or nonrecurring cash charges reducing Consolidated Net Income in an aggregate amount not to exceed $25,000,000 for each Measurement Period beginning after September 30, 2013, (vi) any other non-cash charges or losses, including equity based compensation expense, to the extent actually reimbursed, (vii) expenses incurred to the extent covered by indemnification provisions in any agreement in connection with the Merger or a Permitted Acquisition and only to the extent such amount is in fact reimbursed within 180 days of request by the Borrower, (viii) to the extent covered by insurance under which the insurer has been properly notified and has not denied or contested coverage, expenses with respect to liability or casualty events or business interruption and only to the extent such account is in fact reimbursed within 180 days of request by the Borrower, (ix) any non-cash purchase accounting adjustment and any write-downs or impairment losses with respect to the valuation of long-lived assets or deferred financing costs, including those recorded in connection with the Transaction or any Investment permitted under Section 7.03, (x) non-cash losses from joint ventures and non-cash minority interest reductions, (xi) costs associated with the Transaction made or incurred by the Borrower and its Subsidiaries in connection with the Transaction for such period that are paid, accrued or reserved for within 365 days of the consummation of the Transaction (in each case of or by the Borrower and its Subsidiaries for such Measurement Period), (xii) charges or losses reducing Consolidated Net Income incurred (a) in connection with the closure of certain facilities and branch offices of the Borrower and its Subsidiaries in an aggregate amount not to exceed $10,000,000, and (b) in connection with consolidations of branch offices in an aggregate amount not to exceed $5,000,000, (xiii)(a) charges or losses reducing Consolidated Net Income in an aggregate amount not to exceed $6,000,000 incurred in connection with the corporate restructuring plan identified as the One Gentiva Initiative, and (b) cost savings not to exceed $5,000,000 projected by the Borrower in good faith to be realized within 18 months of the Closing Date, in connection with the corporate restructuring plan identified as the One Gentiva Initiative, and (xiv) integration expenses and one-time compensation charges (including stay bonuses and severance expenses) in an aggregate amount not to exceed $5,000,000, in each case, incurred as a result of the consummation of the Merger; provided that, for purposes of this subclauses (vi), (vii), (viii) and (ix) of this clause (a), any non-cash charges or losses shall be treated as cash charges or losses in any subsequent period during which cash disbursements attributable thereto are made, plus (b) the amount of run rate cost savings projected by the Borrower in good faith to be realized as a result of specified actions taken or to be taken, in either case, within 18 months after the Transaction or the consummation of any other acquisition or disposition which is expected to result in such cost savings, net of the amount of actual benefits realized from such actions during such period; provided that the aggregate amount of such costs savings (x) related to the Transaction shall not exceed $28,000,000 and (y) with respect to any other acquisition or disposition shall not exceed 15% of Consolidated EBITDA (for the applicable Measurement Period) (such determination to be made prior to giving effect to any adjustments pursuant to this clause (b)), provided, further, that the Borrower shall deliver to the Administrative Agent a certificate of a financial officer of the Borrower setting forth calculations of such pro forma adjustments to effect cost savings and synergies supporting them in reasonable detail, and minus (c) the following to the extent included in calculating such Consolidated Net Income: (i) federal, state, local and foreign income tax credits, (ii) all non-cash items increasing Consolidated Net Income (including, among other things, any non-cash items that increase Consolidated Net Income as a result of prepayments of Term Loans pursuant to Section 2.05(a)(iv)), and (iii) extraordinary, unusual or non-recurring income or gain increasing Consolidated Net Income (in each case of or by the Borrower and its Subsidiaries for such Measurement Period).
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Consolidated Funded Indebtedness means, as of any date of determination, for the Borrower and its Subsidiaries on a consolidated basis, the sum of (a) the outstanding principal amount of all obligations, whether current or long-term, for borrowed money (including Obligations hereunder) and all obligations evidenced by bonds, debentures, notes, loan agreements or other similar instruments, (b) all purchase money Indebtedness, (c) all obligations in respect of the deferred purchase price of property or services (other than trade accounts payable in the ordinary course of business), (d) all Attributable Indebtedness, (e) without duplication, all Guarantees with respect to outstanding Indebtedness of the types specified in clauses (a) through (d) above of Persons other than the Borrower or any Subsidiary, and (f) all Indebtedness of the types referred to in clauses (a) through (e) above of any partnership or joint venture (other than a joint venture that is itself a corporation or limited liability company) in which the Borrower or a Subsidiary is a general partner or joint venturer, unless such Indebtedness is expressly made non-recourse to the Borrower or such Subsidiary. Notwithstanding any other provision of this Agreement to the contrary, (i) the term Consolidated Funded Indebtedness shall not be deemed to include (A) any earn-out obligation until such obligation appears in the liabilities section of the balance sheet of the applicable Person, (B) any earn-out obligation that appears in the liabilities section of the balance sheet of the applicable Person to the extent (1) such Person is indemnified for the payment thereof by a Solvent Person reasonably acceptable to the Administrative Agent or (2) amounts to be applied to the payment thereof are in escrow, (C) any deferred compensation arrangements, (D) any non-compete or consulting obligations incurred in connection with Permitted Acquisitions, and (ii) the amount of Consolidated Funded Indebtedness for which recourse is limited either to a specified amount or to an identified asset of such Person shall be deemed to be equal to such specified amount or the fair market value of such identified asset as determined by such Person in good faith, as the case may be.
Consolidated Interest Charges means, for any Measurement Period, the sum of (a) all interest, premium payments, debt discount, fees, charges and related expenses in connection with borrowed money (including capitalized interest) or in connection with the deferred purchase price of assets, in each case to the extent treated as interest in accordance with GAAP, plus (b) all interest paid or payable (without duplication) with respect to discontinued operations, plus (c) the portion of rent expense under Capitalized Leases that is treated as interest in accordance with GAAP, minus (d) non-cash interest expense in connection with any convertible debt securities minus (e) any interest income, in each case, of or by the Borrower and its Subsidiaries on a consolidated basis for the most recently completed Measurement Period minus (f) to the extent otherwise included herein under clauses (a), (b) or (c) above, write-off of financing costs.
Consolidated Leverage Ratio means, as of any date of determination, the ratio of (a) Consolidated Funded Indebtedness as of such date (net of cash and Cash Equivalents of the Borrower and its Subsidiaries that is not Restricted in an aggregate amount not to exceed $35,000,000 on a consolidated basis as of such date) to (b) Consolidated EBITDA of the Borrower and its Subsidiaries on a consolidated basis for the most recently completed Measurement Period; provided that such Consolidated Leverage Ratio shall be determined on a Pro Forma Basis; provided, further, that for purposes of determining the Consolidated Leverage Ratio for purposes of Section 7.02(j) and (l) the cash proceeds of any Indebtedness incurred pursuant to such provisions at such time shall not be deemed to be on the consolidated balance sheet of the Borrower and its Subsidiaries.
Consolidated Net Income means, at any date of determination, the net income (or loss) of the Borrower and its Subsidiaries on a consolidated basis for the most recently completed Measurement Period; provided that Consolidated Net Income shall exclude (a) the net income of any Subsidiary during such Measurement Period to the extent that the declaration or payment of dividends or similar distributions by such Subsidiary of such income is not permitted by operation of the terms of its Organization Documents or any agreement, instrument or Law applicable to such Subsidiary during such Measurement Period, and (b) any income (or loss) for such Measurement Period of any Person if such Person is not a Subsidiary, except that the Borrowers equity in the net income of any such Person for such Measurement Period shall be included in Consolidated Net Income up to the aggregate amount of cash actually distributed by such Person during such Measurement Period to the Borrower or a Subsidiary as a dividend or other distribution (and in the case of a dividend or other distribution to a Subsidiary, such Subsidiary is not precluded from further distributing such amount to the Borrower as described in clause (a) of this proviso).
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Consolidated Senior Secured Leverage Ratio means, as of any date of determination, the ratio of (a) the aggregate amount of, without duplication, Indebtedness as of such date that is secured by a Lien on any assets of the Borrower and its Subsidiaries (net of cash and Cash Equivalents of the Borrower and its Subsidiaries that is not Restricted in an aggregate amount not to exceed $35,000,000 on a consolidated basis as of such date) to (b) Consolidated EBITDA of the Borrower and its Subsidiaries on a consolidated basis for the most recently completed Measurement Period; provided, the Consolidated Senior Secured Leverage Ratio shall be determined on a Pro Forma Basis; provided, further, that for purposes of determining the Consolidated Senior Secured Leverage Ratio for Section 2.14, the cash proceeds of any Indebtedness incurred pursuant to such provision at such time shall not be deemed to be on the consolidated balance sheet of the Borrower and its Subsidiaries.
Consolidated Working Capital means, at any date, the excess of Consolidated Current Assets on such date over Consolidated Current Liabilities on such date.
Contractual Obligation means, as to any Person, any provision of any security issued by such Person or of any agreement, instrument or other undertaking to which such Person is a party or by which it or any of its property is bound.
Control means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise. Controlling and Controlled have meanings correlative thereto.
CPP has the meaning specified in Section 6.08(e).
Credit Agreement Refinancing Indebtedness means any Indebtedness in the form of Other Term Loans or Other Term Commitments incurred pursuant to a Refinancing Amendment, in each case, issued, incurred or otherwise obtained (including by means of the extension or renewal of existing Indebtedness) in exchange for, or to extend, renew, replace or refinance, in whole or part, existing Term Loans (Refinanced Term Debt); provided that (i) such exchanging, extending, renewing, replacing or refinancing Indebtedness is in an original aggregate principal amount not greater than the aggregate principal amount of the Refinanced Term Debt except by an amount equal to unpaid accrued interest and premium (including tender premium) thereon plus reasonable upfront fees and OID on such exchanging, extending, renewing, replacing or refinancing Indebtedness, plus other reasonable and customary fees and expenses in connection with such exchange, modification, refinancing, refunding, renewal, replacement or extension, (ii) such Indebtedness matures not earlier than, and has a weighted average life to maturity not shorter than, such Refinanced Term Debt and (iii) the terms and conditions of such Indebtedness (except as otherwise provided in clause (ii) above and with respect to pricing, premiums and optional prepayment or redemption terms) are substantially identical to, or (taken as a whole as determined by the Borrower in good faith) are no more favorable to the lenders providing such Indebtedness, than those applicable to such Refinanced Term Debt (except for covenants or other provisions applicable only to periods after the Latest Maturity Date at the time of incurrence of such Indebtedness); provided that a certificate of a Responsible Officer delivered to the Administrative Agent at least five (5) Business Days prior to the incurrence of such Indebtedness, together with a reasonably detailed description of the material terms and conditions of such Indebtedness or drafts of the documentation relating thereto, stating that the Borrower has determined in good faith that such terms and conditions satisfy the requirement of this clause (iii) shall be conclusive evidence that such terms and conditions satisfy such requirement unless the Administrative Agent notifies the Borrower within such five (5) Business Day period that it disagrees with such determination (including a description of the basis upon which it disagrees).
Credit Extension means each of the following: (a) a Borrowing and (b) an L/C Credit Extension.
Debt Rating has the meaning specified in Section 6.19.
Debtor Relief Laws means the Bankruptcy Code of the United States, and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief Laws of the United States or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally.
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Declined Prepayment Amount has the meaning specified in Section 2.05(b)(ix).
Declining Term Lender has the meaning specified in Section 2.05(b)(ix).
Default means any event or condition that constitutes an Event of Default or that, with the giving of any notice, the passage of time, or both, would be an Event of Default.
Default Rate means (a) when used with respect to Obligations other than Letter of Credit Fees, an interest rate equal to (i) the Base Rate plus (ii) the Applicable Rate, if any, applicable to Base Rate Loans under the applicable Facility plus (iii) 2% per annum; provided, however, that with respect to a Eurodollar Rate Loan, the Default Rate shall be an interest rate equal to the interest rate (including any Applicable Rate) otherwise applicable to such Loan plus 2% per annum and (b) when used with respect to Letter of Credit Fees, a rate equal to the Applicable Rate applicable to Letter of Credit Fees plus 2% per annum.
Defaulting Lender means, subject to Section 2.16(b), any Revolving Credit Lender that, as reasonably determined by the Administrative Agent, (a) has failed to perform any of its funding obligations hereunder, unless such obligations are the subject of a good faith dispute, including in respect of its Loans or participations in respect of Letters of Credit or Swing Line Loans, within three Business Days of the date required to be funded by it hereunder, (b) has notified the Borrower, the Administrative Agent or any Lender that it does not intend to comply with its funding obligations or has made a public statement to that effect with respect to its funding obligations hereunder or under other agreements in which it commits to extend credit, (c) has failed, within three Business Days after request by the Administrative Agent, to confirm in a manner satisfactory to the Administrative Agent that it will comply with its funding obligations, or (d) has, or has a direct or indirect parent company that has, (i) become the subject of a proceeding under any Debtor Relief Law, (ii) had a receiver, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business or a custodian appointed for it, or (iii) taken any action in furtherance of, or indicated its consent to, approval of or acquiescence in any such proceeding or appointment; provided that a Revolving Credit Lender shall not be a Defaulting Lender solely by virtue of the ownership or acquisition of any equity interest in that Lender or any direct or indirect parent company thereof by a Governmental Authority.
Discount Range Prepayment Notice means a written notice of a Borrower Solicitation of Discount Range Prepayment Offers made pursuant to Section 2.05(a)(iv)(C) substantially in the form of Exhibit M.
Discount Range Prepayment Offer means the irrevocable written offer by a Term Lender, substantially in the form of Exhibit N, submitted in response to an invitation to submit offers following the Auction Agents receipt of a Discount Range Prepayment Notice.
Discount Range Prepayment Response Date has the meaning specified in Section 2.05(a)(iv)(C)(1).
Discounted Prepayment Effective Date means in the case of a Borrower Offer of Specified Discount Prepayment, Borrower Solicitation of Discount Range Prepayment Offer or Borrower Solicitation of Discounted Prepayment Offer, five (5) Business Days following the Specified Discount Prepayment Response Date, the Discount Range Prepayment Response Date or the Solicited Discounted Prepayment Response Date, as applicable, in accordance with Section 2.05(a)(iv)(B)(1), Section 2.05(a)(iv)(C)(1) or Section 2.05(a)(iv)(D)(1), respectively, unless a shorter period is agreed to between the Borrower and the Auction Agent.
Disposition or Dispose means the sale, transfer, license, lease or other disposition (including any sale and leaseback transaction) of any property by any Person (or the granting of any option or other right to do any of the foregoing), including any sale, assignment, transfer or other disposal, with or without recourse, of any notes or accounts receivable or any rights and claims associated therewith.
Disqualified Equity Interest means any Equity Interest which, by its terms (or the terms of any security or other Equity Interests into which it is convertible or for which it is exchangeable), or upon the happening of any event or condition (a) matures or is mandatorily redeemable (other than solely for Equity Interests that are not Disqualified Equity Interests), pursuant to a sinking fund obligation or otherwise (except as a result of a change of
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control or asset sale so long as any rights of the holders thereof upon the occurrence of a change of control or asset sale event shall be subject to the prior repayment in full of the Loans and all other Obligations that are accrued and payable and the termination of the Revolving Credit Commitments), (b) is redeemable at the option of the holder thereof, in whole or in part, (c) provides for the scheduled payments of dividends in cash, or (d) is or becomes convertible into or exchangeable for Indebtedness or any other Equity Interests that would constitute Disqualified Equity Interests, in each case, prior to the date that is ninety-one days after the Latest Maturity Date of any Facility hereunder; provided that if such Equity Interests are issued pursuant to a plan for the benefit of employees of the Borrower or any Subsidiary or by any such plan to such employees, such Equity Interests shall not constitute Disqualified Equity Interests solely because it may be required to be repurchased by the Borrower or its Subsidiaries in order to satisfy applicable statutory or regulatory obligations or as a result of such employees termination, death or disability.
Dollar and $ mean lawful money of the United States.
Eligible Assignee means any Person that meets the requirements to be an assignee under Section 10.06(b)(iii), (v) and (vi) (subject to such consents, if any, as may be required under Section 10.06(b)(iii)); provided that neither the Borrower nor its Affiliates shall be an Eligible Assignee.
Engagement Letter means the letter agreement, dated September 18, 2013, among the Borrower, Barclays Bank PLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as amended and supplemented by the letter agreement, dated September 30, 2013, among the Borrower, Barclays Bank PLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, GE Capital Markets, Inc., Morgan Stanley Senior Funding, Inc. and SunTrust Robinson Humphrey, Inc.
Environment shall mean ambient air, indoor air, surface water, groundwater, drinking water, land surface and subsurface strata and natural resources such as wetlands, flora and fauna.
Environmental Laws means any and all federal, state, local, and foreign statutes, laws, regulations, ordinances, rules, judgments, orders, decrees, permits, concessions, grants, franchises, licenses, agreements or governmental restrictions, including all common law, relating to pollution and the protection of the Environment, the Release or threat of Release of any materials into the Environment, including those related to Hazardous Materials and to health and safety matters as a result of exposure to Hazardous Materials.
Environmental Liability means any liability, contingent or otherwise (including any liability for damages, costs of environmental investigation or remediation, fines, penalties or indemnities), of the Borrower, any other Loan Party or any of their respective Subsidiaries directly or indirectly resulting from or based upon (a) violation of any Environmental Law, (b) the generation, use, handling, transportation, storage or treatment of any Hazardous Materials, (c) exposure to any Hazardous Materials, (d) the Release or threatened Release of any Hazardous Materials into the Environment or (e) any contract, agreement or other consensual arrangement pursuant to which liability is assumed or imposed with respect to any of the foregoing.
Environmental Permit means any permit, approval, identification number, license or other authorization required under any Environmental Law.
Equity Interests means, with respect to any Person, all of the shares of capital stock of (or other ownership or profit interests in) such Person, all of the warrants, options or other rights for the purchase or acquisition from such Person of shares of capital stock of (or other ownership or profit interests in) such Person, all of the securities convertible into or exchangeable for shares of capital stock of (or other ownership or profit interests in) such Person or warrants, rights or options for the purchase or acquisition from such Person of such shares (or such other interests), and all of the other ownership or profit interests in such Person (including partnership, member or trust interests therein), whether voting or nonvoting, and whether or not such shares, warrants, options, rights or other interests are outstanding on any date of determination.
ERISA means the Employee Retirement Income Security Act of 1974, as amended from time to time.
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ERISA Affiliate means any trade or business (whether or not incorporated) under common control with the Borrower within the meaning of Section 414(b) or (c) of the Code (and Sections 414(m) and (o) of the Code for purposes of provisions relating to Section 412 of the Code).
ERISA Event means (a) a Reportable Event with respect to a Pension Plan; (b) the withdrawal of the Borrower or any ERISA Affiliate from a Pension Plan subject to Section 4063 of ERISA during a plan year in which such entity was a substantial employer as defined in Section 4001(a)(2) of ERISA or a cessation of operations that is treated as such a withdrawal under Section 4062(e) of ERISA; (c) a complete or partial withdrawal by the Borrower or any ERISA Affiliate from a Multiemployer Plan or notification that a Multiemployer Plan is insolvent or in reorganization; (d) the filing of a notice of intent to terminate, the treatment of a Pension Plan amendment as a termination under Section 4041 or 4041A of ERISA; (e) the institution by the PBGC of proceedings to terminate a Pension Plan; (f) any event or condition which constitutes grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Pension Plan; (g) the determination that any Pension Plan is considered an at-risk plan or a plan in endangered or critical status within the meaning of Sections 430, 431 and 432 of the Code or Sections 303, 304 and 305 of ERISA (h) a failure by the Borrower or any ERISA Affiliate to meet all applicable requirements under the Pension Funding Rules in respect of a Pension Plan, whether or not waived, or a failure to make a required contribution to a Multiemployer Plan; or (i) the imposition of any liability under Title IV of ERISA, other than for PBGC premiums due but not delinquent under Section 4007 of ERISA, upon the Borrower or any ERISA Affiliate.
Eurodollar Rate means:
(a) for any Interest Period with respect to a Eurodollar Rate Loan, the rate per annum equal to (i) the British Bankers Association or the successor thereto if the British Bankers Association is no longer making a LIBOR rate available LIBOR Rate (LIBOR), as published by Reuters (or such other commercially available source providing quotations of LIBOR as may be designated by the Administrative Agent from time to time) at approximately 11:00 a.m., London time, two London Banking Days prior to the commencement of such Interest Period, for Dollar deposits (for delivery on the first day of such Interest Period) with a term equivalent to such Interest Period or, (ii) if such rate is not available at such time for any reason, then the Eurodollar Rate for such Interest Period shall be the rate per annum determined by the Administrative Agent to be the rate at which deposits in Dollars for delivery on the first day of such Interest Period in same day funds in the approximate amount of the Eurodollar Rate Loan being made, continued or converted by Barclays and with a term equivalent to such Interest Period would be offered by Barclays London Branch to major banks in the London interbank eurodollar market at their request at approximately 11:00 a.m. (London time) two London Banking Days prior to the commencement of such Interest Period; provided that, notwithstanding the foregoing, the Eurodollar Rate shall not be deemed to be less than 1.25% per annum with respect to the Term Loans; and
(b) for any interest calculation with respect to a Base Rate Loan on any date, the rate per annum equal to (i) LIBOR, at approximately 11:00 a.m., London time determined two London Banking Days prior to such date for Dollar deposits being delivered in the London interbank market for a term of one month commencing that day or (ii) if such published rate is not available at such time for any reason, the rate per annum determined by the Administrative Agent to be the rate at which deposits in Dollars for delivery on the date of determination in same day funds in the approximate amount of the Base Rate Loan being made or maintained and with a term equal to one month would be offered by Barclays London Branch to major banks in the London interbank eurodollar market at their request at the date and time of determination.
Eurodollar Rate Loan means a Revolving Credit Loan, a Term B Loan or a Term C Loan that bears interest at a rate based on the Eurodollar Rate.
Event of Default has the meaning specified in Section 8.01.
Excess Cash Flow means, for any fiscal year of the Borrower, (a) the sum (for each fiscal year) of (i) Consolidated EBITDA (excluding, for purposes of calculating Consolidated EBITDA, the impact of clauses (a)(iv), (v), (xi), (xii), (xiii) and (xiv) and clause (b) in the calculation of Consolidated EBITDA) for such fiscal year
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plus (ii) the amount of the decrease, if any, in Consolidated Working Capital minus (b) the sum (for such fiscal year) of (i) Consolidated Interest Charges actually paid in cash by the Borrower and its Subsidiaries, (ii) scheduled principal repayments, to the extent actually made, of Term Loans pursuant to Section 2.07 or of any other Indebtedness constituting Revolving Credit Loans, so long as the related commitments are terminated, (iii) all income taxes actually paid in cash by the Borrower and its Subsidiaries, (iv) Capital Expenditures actually made by the Borrower and its Subsidiaries in such fiscal year from Internally Generated Cash, (v) the amount of Internally Generated Cash used to finance Investments permitted (including, without limitation, Permitted Acquisitions) under the Loan Documents in such period and (vi) the amount of the increase, if any, in Consolidated Working Capital in such fiscal year.
Excluded Swap Obligation means, with respect to any Guarantor, any Swap Obligation if, and to the extent that, all or a portion of the Guaranty of such Guarantor of, or the grant by such Guarantor of a security interest to secure, such Swap Obligation (or any Guaranty thereof) is or becomes illegal under the Commodity Exchange Act or any rule, regulation or order of the Commodity Futures Trading Commission (or the application or official interpretation of any thereof) by virtue of such Guarantors failure for any reason to constitute an eligible contract participant as defined in the Commodity Exchange Act (determined after giving effect to Section 30 of the Guaranty and any other keepwell, support or other agreement for the benefit of such Guarantor and any and all guarantees of such Guarantors Swap Obligations by other Loan Parties) at the time the Guaranty of such Guarantor, or a grant by such Guarantor of a security interest, becomes effective with respect to such Swap Obligation. If a Swap Obligation arises under a master agreement governing more than one swap, such exclusion shall apply only to the portion of such Swap Obligation that is attributable to swaps for which such Guaranty or security interest is or becomes excluded in accordance with the first sentence of this definition.
Excluded Taxes means, with respect to the Administrative Agent, any Lender, the L/C Issuer or any other recipient of any payment to be made by or on account of any obligation of any Loan Party hereunder or under any other Loan Document, (a) any Taxes imposed on or measured by such recipients net income (however denominated), and franchise Taxes imposed on it (in lieu of net income Taxes), by a jurisdiction as a result of such recipient being organized or having its principal office or applicable Lending Office in such jurisdiction or as a result of any other present or former connection between such recipient and such jurisdiction, other than any connection arising solely from such recipient having executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any other transaction pursuant to and/or enforced any Loan Document, (b) any branch profits Taxes imposed under Section 884(a) of the Code, or any similar Tax, imposed by any other jurisdiction described in clause (a), (c) any withholding Tax attributable to a Lenders failure to comply with Section 3.01(e), (d) in the case of a Foreign Lender (other than an assignee pursuant to a request by the Borrower under Section 10.13), any United States withholding Tax that (i) is imposed on amounts payable to such Foreign Lender pursuant to the Laws in effect at the time such Foreign Lender becomes a party hereto (or designates a new Lending Office), except to the extent that such Foreign Lender (or its assignor, if any) was entitled, immediately prior to the time of designation of a new Lending Office (or assignment), to receive additional amounts from the Loan Party with respect to such withholding Tax pursuant to Section 3.01, and (e) any U.S. federal withholding Tax imposed pursuant to FATCA.
Existing Credit Agreement means that certain Credit Agreement, dated as of August 17, 2010 (as amended, restated, modified or supplemented prior to the date hereof, and together with all annexes, exhibits and schedules thereto), by and among the Borrower, Bank of America, N.A., as administrative agent, swing line lender and L/C Issuer, and a syndicate of lenders.
Existing Letters of Credit means those Letters of Credit set forth on Schedule 2.03.
Existing Revolver Tranche has the meaning specified in Section 2.17(a).
Existing Term Tranche has the meaning specified in Section 2.18(a).
Extended Loans means the Extended Revolving Credit Loans and the Extended Term Loans.
Extended Revolving Credit Commitments has the meaning specified in Section 2.17(a).
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Extended Revolving Credit Loans has the meaning specified in Section 2.17(a).
Extended Term Loans has the meaning specified in Section 2.18(a).
Extending Revolving Credit Lender has the meaning specified in Section 2.17(b).
Extending Term Lender has the meaning specified in Section 2.18(b).
Extraordinary Receipt means any cash received by or paid to or for the account of any Person not in the ordinary course of business, including tax refunds, pension plan reversions, proceeds of insurance (other than proceeds of business interruption insurance to the extent such proceeds constitute compensation for lost earnings), condemnation awards (and payments in lieu thereof), indemnity payments and any purchase price adjustments.
Facility means the Term B Facility, the Term C Facility, the Other Term Loan Facility or the Revolving Credit Facility, as the context may require.
FASB ASC means the Accounting Standards Codification of the Financial Accounting Standards Board.
FATCA means Sections 1471 through 1474 of the Code as of the date hereof (and any amended or successor version that is substantively comparable and not materially more onerous to comply with) and any current or future Treasury regulations or other official administrative interpretations thereof.
Federal Funds Rate means, for any day, the rate per annum equal to the weighted average of the rates on overnight federal funds transactions with members of the Federal Reserve System arranged by federal funds brokers on such day, as published by the Federal Reserve Bank of New York on the Business Day next succeeding such day; provided that (a) if such day is not a Business Day, the Federal Funds Rate for such day shall be such rate on such transactions on the next preceding Business Day as so published on the next succeeding Business Day, and (b) if no such rate is so published on such next succeeding Business Day, the Federal Funds Rate for such day shall be the average rate (rounded upward, if necessary, to a whole multiple of 1/100 of 1%) charged to Barclays on such day on such transactions as determined by the Administrative Agent.
First Merger has the meaning specified in the Preliminary Statements.
Foreign Lender means any Lender that is not a United States person as defined in Section 7701(a)(30) of the Code.
FRB means the Board of Governors of the Federal Reserve System of the United States.
Fronting Exposure means, at any time there is a Defaulting Lender, (a) with respect to the L/C Issuer, such Defaulting Lenders Applicable Percentage of the outstanding L/C Obligations other than L/C Obligations as to which such Defaulting Lenders participation obligation has been reallocated to other Lenders or Cash Collateralized in accordance with the terms hereof, and (b) with respect to the Swing Line Lender, such Defaulting Lenders Applicable Percentage of Swing Line Loans other than Swing Line Loans as to which such Defaulting Lenders participation obligation has been reallocated to other Lenders or Cash Collateralized in accordance with the terms hereof.
Fund means any Person (other than a natural person) that is (or will be) engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course of its activities.
GAAP means generally accepted accounting principles in the United States set forth in the opinions and pronouncements of the Accounting Principles Board and the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or such other principles as may be approved by a significant segment of the accounting profession in the United States, that are applicable to the circumstances as of the date of determination, consistently applied.
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Governmental Authority means the government of the United States or any other nation, or of any political subdivision thereof (whether state, local, county, provincial or otherwise) and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government (including any supra-national bodies such as the European Union or the European Central Bank).
Guarantee means, as to any Person, (a) any obligation, contingent or otherwise, of such Person guaranteeing or having the economic effect of guaranteeing any Indebtedness or other obligation payable or performable by another Person (the primary obligor) in any manner, whether directly or indirectly, and including any obligation of such Person, direct or indirect, (i) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other obligation, (ii) to purchase or lease property, securities or services for the purpose of assuring the obligee in respect of such Indebtedness or other obligation of the payment or performance of such Indebtedness or other obligation, (iii) to maintain working capital, equity capital or any other financial statement condition or liquidity or level of income or cash flow of the primary obligor so as to enable the primary obligor to pay such Indebtedness or other obligation, or (iv) entered into for the purpose of assuring in any other manner the obligee in respect of such Indebtedness or other obligation of the payment or performance thereof or to protect such obligee against loss in respect thereof (in whole or in part), or (b) any Lien on any assets of such Person securing any Indebtedness or other obligation of any other Person, whether or not such Indebtedness or other obligation is assumed by such Person (or any right, contingent or otherwise, of any holder of such Indebtedness to obtain any such Lien). The amount of any Guarantee shall be deemed to be an amount equal to the stated or determinable amount of the related primary obligation, or portion thereof, in respect of which such Guarantee is made or, if not stated or determinable, the maximum reasonably anticipated liability in respect thereof as determined by the guaranteeing Person in good faith. The term Guarantee as a verb has a corresponding meaning.
Guarantors means, collectively, the Subsidiaries of the Borrower listed on Schedule 6.12 (which shall exclude any Approved Captive Insurance Subsidiary, any not-for-profit entity, any non-wholly-owned Subsidiary and those Subsidiaries listed on Schedule 7.04(g)) and each other Subsidiary of the Borrower that shall be required to execute and deliver a guaranty or guaranty supplement pursuant to Section 6.12, including, without limitation, each Subsidiary of Harden listed on Schedule 6.12(b).
Guaranty means, collectively, the Guaranty made by the Guarantors in favor of the Secured Parties, substantially in the form of Exhibit F, together with each other guaranty and guaranty supplement delivered pursuant to Section 6.12.
Hazardous Materials means all explosive or radioactive substances or wastes and all other substances, materials, pollutants, contaminants or wastes of any nature regulated pursuant to any Environmental Law, including petroleum or petroleum distillates, asbestos or asbestos-containing materials, polychlorinated biphenyls, radon gas, infectious or medical wastes.
Health Care Laws means all federal and state laws regulating health services or payment, including, but not limited to, the federal Anti-Kickback Statute (42 U.S.C. § 1320a-7b(b)), the Stark Law (42 U.S.C. § 1395nn), the Anti-Inducement Law (42 U.S.C. § 1320a-7a(a)(5)), the civil False Claims Act (31 U.S.C. § 3729 et seq.), the administrative False Claims Law (42 U.S.C. § 1320a-7b(a)), the exclusion laws (42 U.S.C. § 1320a-7), the civil monetary penalty law (42 U.S.C. § 1320a-7a), HIPAA (42 U.S.C. §§ 1320d-1320d-8), Medicare, Medicaid, and any other state or federal law, regulation, guidance document, manual provision, program memorandum, opinion letter, or other issuance which regulates kickbacks, patient or program charges, recordkeeping, referrals, the hiring of employees or acquisition of services or supplies from those who have been excluded from government health care programs, quality, safety, privacy, security, licensure, accreditation, or any other aspect of providing health care.
Health Care Permit has the meaning specified in Section 5.26(b).
Hedge Bank means (a) any Person that, at the time it enters into an interest rate Swap Contract, is a Lender or an Affiliate of a Lender, in its capacity as a party to such Swap Contract, and (b) either of the two institutions or their respective Affiliates that were identified previously to the Administrative Agent (a Non-Lender Counterparty) with which a Loan Party has entered into an interest rate Swap Contract that was provided or arranged by GE Capital or an Affiliate of GE Capital, and any assignee of such Non-Lender Counterparty; provided that with respect to clauses (a) and (b) such interest rate Swap Contract is required or permitted under Article VI or VII herein.
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HIPAA means, collectively, the administrative simplification provisions of the Health Insurance Portability and Accountability Act of 1996, as amended, the Health Information Technology for Economic and Clinical Health Act of 2009 and state privacy laws.
HIPAA Business Associate Agreement means a business associate contract in accordance with 45 C.F.R. § 164.504 that permits the Borrower or any Subsidiary to disclose protected health information (as defined under HIPAA) to representatives and independent contractors of the Administrative Agent and each Lender.
HIPAA Compliance Plan has the meaning specified in Section 5.27(a).
HIPAA Compliant has the meaning specified in Section 5.27(a).
Indebtedness means, as to any Person at a particular time, without duplication, all of the following, whether or not included as indebtedness or liabilities in accordance with GAAP:
(a) all obligations of such Person for borrowed money and all obligations of such Person evidenced by bonds, debentures, notes, loan agreements or other similar instruments;
(b) the maximum amount of all direct or contingent obligations of such Person arising under letters of credit (including standby and commercial), bankers acceptances, bank guaranties, surety bonds and similar instruments;
(c) net obligations of such Person under any Swap Contract;
(d) all obligations of such Person to pay the deferred purchase price of property or services (other than trade accounts payable in the ordinary course of business and not past due for more than 60 days after the date on which such trade account was created);
(e) indebtedness (excluding prepaid interest thereon) secured by a Lien on property owned or being purchased by such Person (including indebtedness arising under conditional sales or other title retention agreements), whether or not such indebtedness shall have been assumed by such Person or is limited in recourse;
(f) all Attributable Indebtedness in respect of Capitalized Leases and Synthetic Lease Obligations of such Person and all Synthetic Debt of such Person;
(g) all obligations of such Person to purchase, redeem, retire, defease or otherwise make any payment in respect of any Equity Interest in such Person or any other Person or any warrant, right or option to acquire such Equity Interest, valued, in the case of a redeemable preferred interest, at the greater of its voluntary or involuntary liquidation preference plus accrued and unpaid dividends; and
(h) all Guarantees of such Person in respect of any of the foregoing.
For all purposes hereof, the Indebtedness of any Person shall include the Indebtedness of any partnership or joint venture (other than a joint venture that is itself a corporation or limited liability company) in which such Person is a general partner or a joint venturer, unless such Indebtedness is expressly made non-recourse to such Person. The amount of any net obligation under any Swap Contract on any date shall be deemed to be the Swap Termination Value thereof as of such date.
Indemnified Taxes means all Taxes other than Excluded Taxes.
Indemnitee has the meaning specified in Section 10.04(b).
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Information has the meaning specified in Section 10.07.
Initial Term B Loans means the Term B Loans made by the Lenders on the Closing Date to the Borrower pursuant to Section 2.01.
Initial Term C Loans means the Term C Loans made by the Lenders on the Closing Date to the Borrower pursuant to Section 2.01.
Initial Term Loans means, at any time, the Initial Term B Loans and the Initial Term C Loans.
Intellectual Property Security Agreement has the meaning specified in Section 4.01(a)(v).
Intercompany Notes has the meaning specified in the Security Agreement.
Interest Payment Date means, (a) as to any Eurodollar Rate Loan, the last day of each Interest Period applicable to such Loan and the Maturity Date of the Facility under which such Loan was made; provided, however, that if any Interest Period for a Eurodollar Rate Loan exceeds three months, the respective dates that fall every three months after the beginning of such Interest Period shall also be Interest Payment Dates; and (b) as to any Base Rate Loan or Swing Line Loan, the last Business Day of each March, June, September and December and the Maturity Date of the Facility under which such Loan was made (with Swing Line Loans being deemed made under the Revolving Credit Facility for purposes of this definition).
Interest Period means, as to each Eurodollar Rate Loan, the period commencing on the date such Eurodollar Rate Loan is disbursed or converted to or continued as a Eurodollar Rate Loan and ending on the date one, two, three or six months thereafter, as selected by the Borrower in its Committed Loan Notice or such other period that is twelve months requested by the Borrower and consented to by all the Appropriate Lenders; provided that:
(a) any Interest Period that would otherwise end on a day that is not a Business Day shall be extended to the next succeeding Business Day unless such Business Day falls in another calendar month, in which case such Interest Period shall end on the next preceding Business Day;
(b) any Interest Period that begins on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall end on the last Business Day of the calendar month at the end of such Interest Period; and
(c) no Interest Period shall extend beyond the Maturity Date of the Facility under which such Loan was made.
Internally Generated Cash means any cash of the Borrower or any Subsidiary that is not generated from a Disposition (other than Dispositions of inventory in the ordinary course of business), an Extraordinary Receipt, an incurrence of Indebtedness, an issuance of Equity Interests or a capital contribution.
Investment means, as to any Person, any direct or indirect acquisition or investment by such Person, whether by means of (a) the purchase or other acquisition of Equity Interests, debt or other securities of another Person, (b) a loan, advance or capital contribution to, Guarantee or assumption of debt of, or purchase or other acquisition of any other debt or interest in, another Person, or (c) the purchase or other acquisition (in one transaction or a series of transactions) of assets of another Person that constitute a business unit or all or a substantial part of the business of, such Person. For purposes of covenant compliance, the amount of any Investment shall be the amount actually invested, without adjustment for subsequent increases or decreases in the value of such Investment.
IP Rights has the meaning specified in Section 5.17.
IP Security Agreement Supplement means the Patent Security Agreement, the Trademark Security Agreement or the Copyright Security Agreement, as the context requires, as defined in the Security Agreement.
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IRS means the United States Internal Revenue Service.
ISP means, with respect to any Letter of Credit, the International Standby Practices 1998 published by the Institute of International Banking Law & Practice, Inc. (or such later version thereof as may be in effect at the time of issuance).
Issuer Documents means with respect to any Letter of Credit, the Letter of Credit Application, and any other document, agreement and instrument entered into by the L/C Issuer and the Borrower (or any Subsidiary) or in favor of the L/C Issuer and relating to such Letter of Credit.
Junior Financing has the meaning specified in Section 7.15.
Junior Liens shall mean Liens (other than Liens securing the Obligations) that are subordinated to the Liens granted under the Loan Documents on customary terms pursuant to an intercreditor agreement reasonably satisfactory to the Administrative Agent (it being understood that Junior Liens are not required to be pari passu with other Junior Liens, and that Indebtedness secured by Junior Liens may have Liens that are senior in priority to, or pari passu with, or junior in priority to, other Liens constituting Junior Liens).
Latest Maturity Date means, at any date of determination, the latest maturity or expiration date applicable to any Loan or Commitment hereunder at such time, including the latest maturity or expiration date of any Additional Revolving Credit Loan, any Additional Term Loan, any Other Term Loan or any Extended Loan, in each case as extended in accordance with this Agreement from time to time.
Laws means, collectively, all international, foreign, federal, state and local statutes, treaties, rules, guidelines, regulations, ordinances, codes and administrative or judicial precedents or authorities, including the interpretation or administration thereof by any Governmental Authority charged with the enforcement, interpretation or administration thereof, and all applicable administrative orders, directed duties, requests, licenses, authorizations and permits of, and agreements with, any Governmental Authority.
L/C Advance means, with respect to each Revolving Credit Lender, such Lenders funding of its participation in any L/C Borrowing in accordance with its Applicable Revolving Credit Percentage.
L/C Borrowing means an extension of credit resulting from a drawing under any Letter of Credit which has not been reimbursed on the date when made or refinanced as a Revolving Credit Borrowing.
L/C Credit Extension means, with respect to any Letter of Credit, the issuance thereof or extension of the expiry date thereof, or the increase in the amount thereof.
L/C Issuer means (i) Barclays or another Lender selected by the Borrower and reasonably acceptable to the Administrative Agent that agrees to issue Letters of Credit pursuant hereto, in each case in its capacity as issuer of Letters of Credit hereunder, or any successor issuer of Letters of Credit hereunder and (ii) solely with respect to the Existing Letters of Credit, issuers of the Existing Letters of Credit (it being understood that such issuers shall have no obligation to issue any Letters of Credit or to amend or renew any Existing Letters of Credit).
L/C Obligations means, as at any date of determination, the aggregate amount available to be drawn under all outstanding Letters of Credit plus the aggregate of all Unreimbursed Amounts, including all L/C Borrowings. For purposes of computing the amount available to be drawn under any Letter of Credit, the amount of such Letter of Credit shall be determined in accordance with Section 1.06. For all purposes of this Agreement, if on any date of determination a Letter of Credit has expired by its terms but any amount may still be drawn thereunder by reason of the operation of Rule 3.14 of the ISP, such Letter of Credit shall be deemed to be outstanding in the amount so remaining available to be drawn.
Lender has the meaning specified in the introductory paragraph hereto and, as the context requires, includes the Swing Line Lender.
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Lending Office means, as to any Lender, the office or offices of such Lender described as such in such Lenders Administrative Questionnaire, or such other office or offices as a Lender may from time to time notify the Borrower and the Administrative Agent.
Letter of Credit means any standby letter of credit issued hereunder and shall include the Existing Letters of Credit.
Letter of Credit Application means an application and agreement for the issuance or amendment of a Letter of Credit in the form from time to time in use by the L/C Issuer.
Letter of Credit Expiration Date means the day that is seven days prior to the Maturity Date then in effect for the Revolving Credit Facility (or, if such day is not a Business Day, the next preceding Business Day).
Letter of Credit Fee has the meaning specified in Section 2.03(h).
Letter of Credit Sublimit means an amount equal to $80,000,000. The Letter of Credit Sublimit is part of, and not in addition to, the Revolving Credit Facility.
Lien means any mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or other), charge, or preference, priority or other security interest or preferential arrangement in the nature of a security interest of any kind or nature whatsoever (including any conditional sale or other title retention agreement, any easement, right of way or other encumbrance on title to real property, and any financing lease having substantially the same economic effect as any of the foregoing).
Loan means an extension of credit by a Lender to the Borrower under Article II in the form of a Term Loan, a Revolving Credit Loan or a Swing Line Loan.
Loan Documents means, collectively, (a) this Agreement, (b) the Notes, (c) any Refinancing Amendment, Additional Facility Joinder Agreement, Revolving Credit Extension Amendment, Term Extension Amendment or other amendment or modification to this Agreement in accordance with the terms hereof, (d) any agreement creating or perfecting rights in cash collateral pursuant to the provisions of Section 2.15 of this Agreement, (e) the Guaranty, (f) the Collateral Documents, (g) the Engagement Letter, (h) the Agency Fee Letter and (i) each Issuer Document.
Loan Parties means, collectively, the Borrower and each Guarantor.
London Banking Day means any day on which dealings in Dollar deposits are conducted by and between banks in the London interbank eurodollar market.
Material Adverse Effect means (a) a material adverse change in, or a material adverse effect upon, the operations, business, properties, liabilities (actual or contingent) or financial condition of the Borrower or the Borrower and its Subsidiaries taken as a whole; (b) a material impairment of the rights and remedies of the Administrative Agent or any Lender under any Loan Document, or of the ability of any Loan Party to perform its material obligations under any Loan Document to which it is a party; or (c) a material adverse effect upon the legality, validity, binding effect or enforceability against any Loan Party of any Loan Document to which it is a party.
Material Owned Real Property means any owned parcel of real property with a fair market value in excess of $7,500,000.
Maturity Date means (a) with respect to the Revolving Credit Commitments as of the Closing Date, the date that is five (5) years after the Closing Date, (b) with respect to the Initial Term B Loans, the date that is six (6) years after the Closing Date, (c) with respect to the Initial Term C Loans, the date that is five (5) years after the Closing Date, (d) with respect to any tranche of Extended Loans, the final maturity date as specified in the applicable Revolving Credit Extension Request or Term Extension Request, as applicable, accepted by the respective Lender or Lenders, (e) with respect to any Other Term Loans, the final maturity date as specified in the applicable
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Refinancing Amendment and (f) with respect to any Additional Term Loans or Additional Revolving Credit Loans, the final maturity date as specified in the applicable Additional Facility Joinder Agreement; provided, however, that, in each case, if such date is not a Business Day, the Maturity Date shall be the next preceding Business Day; provided, further, that if the Senior Notes (or any refinancing, refunding, renewal or extensions thereof) are outstanding on a date that is six (6) months prior to September 1, 2018 (such date, the Acceleration Date) and the Senior Notes (or any refinancing, refunding, renewal or extensions thereof) would mature on or prior to the date that is one-hundred and eighty (180) days after the Maturity Date of the Initial Term B Loans, then the Maturity Date with respect to the Initial Term B Loans, the Initial Term C Loan and the Revolving Credit Facility (without giving effect to any extensions of such Maturity Date pursuant to Section 2.17) shall auto accelerate and become immediately due and payable on the Acceleration Date.
Measurement Period means, at any date of determination, the most recently completed four fiscal quarters of the Borrower.
Medicaid means that government-sponsored entitlement program under Title XIX, P.L. 89-97 of the Social Security Act, which provides federal grants to states for medical assistance based on specific eligibility criteria, as set forth on Section 1396, et seq. of Title 42 of the United States Code.
Medicare means that government-sponsored insurance program under Title XVIII, P.L. 89-97, of the Social Security Act, which provides for a health insurance system for eligible elderly and disabled individuals, as set forth at Section 1395, et seq. of Title 42 of the United States Code.
Medicare Administrative Contractor means a Medicare Administrative Contractor established by the Centers for Medicare and Medicaid Services.
Merger has the meaning specified in the Preliminary Statements.
Merger Agreement has the meaning specified in the Preliminary Statements.
Minimum Liquidity Condition means, at any given time, that sum of (i) the amount of the Borrowers and the Subsidiaries unrestricted cash and Cash Equivalents on the Borrowers consolidated balance sheet and (ii) the amount of the Revolving Credit Facility that is available for borrowing, is at least $35,000,000; provided, that for purposes of determining the Minimum Liquidity Conditions for purposes of Section 7.02(j) and (l) and Section 7.03(g), the cash proceeds of any Indebtedness incurred pursuant to such provision at such time shall not be deemed to be on the consolidated balance sheet of the Borrower and its Subsidiaries.
Moodys means Moodys Investors Service, Inc. and any successor thereto.
Mortgage Policies means those certain fully paid American Land Title Association Lenders Extended Coverage title insurance policies, with endorsements and in amounts acceptable to the Administrative Agent, issued, coinsured and reinsured by title insurers acceptable to the Administrative Agent, insuring the Mortgages to be valid first and subsisting Liens on the property described therein, free and clear of all defects (including, but not limited to, mechanics and materialmens Liens) and encumbrances, excepting only the Liens permitted by Section 7.01, and providing for such other affirmative insurance (including endorsements for future advances under the Loan Documents, for mechanics and materialmens Liens and for zoning of the applicable property) and such coinsurance and direct access reinsurance as the Administrative Agent may deem reasonably necessary or desirable.
Mortgaged Property shall mean (a) each Material Owned Real Property identified as a Mortgaged Property on Schedule 4.01(a) dated the Closing Date and (b) each Material Owned Real Property, if any, which shall be subject to a Mortgage delivered after the Closing Date pursuant to Section 6.12.
Mortgages means the mortgages, deeds of trust, trust deeds, and deeds to secure debt delivered pursuant to Section 6.12, in each case as amended, amended and restated or otherwise modified and in each case in form and substance acceptable to the Administrative Agent.
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Multiemployer Plan means any employee benefit plan of the type described in Section 4001(a)(3) of ERISA, to which the Borrower or any ERISA Affiliate makes or is obligated to make contributions, or during the preceding five plan years, has made or been obligated to make contributions.
Multiple Employer Plan means a Plan which has two or more contributing sponsors (including the Borrower or any ERISA Affiliate) at least two of whom are not under common control, as such a plan is described in Section 4064 of ERISA.
Net Cash Proceeds means:
(a) with respect to any Disposition by the Borrower or any of its Subsidiaries, the excess, if any, of (i) the sum of cash and Cash Equivalents received in connection with such transaction (including any cash or Cash Equivalents received by way of deferred payment pursuant to, or by monetization of, a note receivable or otherwise, but only as and when so received) over (ii) the sum of (A) the principal amount of any Indebtedness that is secured by the applicable asset and that is required to be repaid in connection with such transaction (other than Indebtedness under the Loan Documents), (B) the out-of-pocket expenses (including attorneys fees, investment banking fees, survey costs, title insurance premiums, and related search and recording charges, transfer taxes, deed or mortgage recording taxes, brokerage, consulting and other customary fees) incurred by the Borrower or such Subsidiary in connection with such transaction, (C) federal and state income taxes reasonably estimated to be actually payable within two years of the date of the relevant transaction as a result of any gain recognized in connection therewith; provided that, if the amount of any estimated taxes pursuant to subclause (C) exceeds the amount of taxes actually required to be paid in cash in respect of such Disposition, the aggregate amount of such excess shall constitute Net Cash Proceeds, and (D) any reserve for adjustment in respect of (x) the sale price of such asset or assets established in accordance with GAAP and (y) any liabilities associated with such asset or assets and retained by the Borrower or any Loan Party after such sale or other disposition thereof, including pension and other post-employment benefit liabilities and liabilities related to environmental matters or against any indemnification obligations associated with such transaction; and
(b) with respect to any Casualty Event, the cash insurance proceeds, condemnation awards and other compensation received in respect thereof, net of all reasonable costs and expenses incurred in connection with the collection of such proceeds, awards or other compensation in respect of such Casualty Event less any debt secured by such asset that is required to be repaid.
New Revolving Credit Lender has the meaning specified in Section 2.17(c).
New Term Lender has the meaning specified in Section 2.18(c).
Note means a Term Note or a Revolving Credit Note, as the context may require.
Obligations means all advances to, and debts, liabilities, obligations, covenants and duties of, any Loan Party arising under any Loan Document or otherwise with respect to any Loan, Secured Cash Management Agreement or Secured Hedge Agreement, in each case whether direct or indirect (including those acquired by assumption), absolute or contingent, due or to become due, now existing or hereafter arising and including interest and fees that accrue after the commencement by or against any Loan Party or any Affiliate thereof of any proceeding under any Debtor Relief Laws naming such Person as the debtor in such proceeding, regardless of whether such interest and fees are allowed claims in such proceeding; provided that the Obligations shall exclude any Excluded Swap Obligations.
Organization Documents means, (a) with respect to any corporation, the certificate or articles of incorporation and the bylaws (or equivalent or comparable constitutive documents with respect to any non-U.S. jurisdiction); (b) with respect to any limited liability company, the certificate or articles of formation or organization and operating agreement; and (c) with respect to any partnership, joint venture, trust or other form of business entity, the partnership, joint venture or other applicable agreement of formation or organization and any agreement, instrument, filing or notice with respect thereto filed in connection with its formation or organization with the applicable Governmental Authority in the jurisdiction of its formation or organization and, if applicable, any certificate or articles of formation or organization of such entity.
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Other First Liens means Liens on the Collateral securing loans or notes on a pari passu basis with the Liens securing the Obligations (such loans or notes, the Other First Lien Debt), which may be (i) granted under the Loan Documents to the Administrative Agent for the benefit of the holders of such Other First Lien Debt and subject to a customary intercreditor agreement that is reasonably satisfactory to the Administrative Agent that is entered into between the Administrative Agent, an authorized representative of the holders of the Other First Lien Debt and the Borrower and which provides for the pari passu treatment of such Liens with the Lien securing the Obligations or (ii) granted under separate security documents to a collateral agent for the benefit of the holders of the Other First Lien Debt and subject to a customary intercreditor agreement that is reasonably satisfactory to the Administrative Agent that is entered into between the Administrative Agent, such other collateral agent and the Borrower and which provides for lien sharing and for the pari passu treatment of such Liens with the Liens securing the Obligations.
Other Taxes means all present or future stamp or documentary Taxes or any other excise or property Taxes arising from any payment made hereunder or under any other Loan Document or from the execution, delivery or enforcement of, or otherwise with respect to, this Agreement or any other Loan Document.
Other Term Commitments means one or more Classes of Term Loan commitments hereunder that result from a Refinancing Amendment.
Other Term Loan Borrowing means a borrowing consisting of simultaneous Other Term Loans of the same Type and, in the case of Eurodollar Rate Loans, having the same Interest Period made by each of the Other Term Loan Lenders pursuant to Section 2.01(a).
Other Term Loan Facility means, at any time, the aggregate principal amount of Other Term Loans of all Other Term Lenders outstanding at such time.
Other Term Loan Lender means any Lender or Additional Lender that holds Other Term Loans.
Other Term Loans means one or more Classes of Term Loans that result from a Refinancing Amendment.
Outstanding Amount means (a) with respect to Term Loans, Revolving Credit Loans and Swing Line Loans on any date, the aggregate outstanding principal amount thereof after giving effect to any borrowings and prepayments or repayments of Term Loans, Revolving Credit Loans and Swing Line Loans, as the case may be, occurring on such date; and (b) with respect to any L/C Obligations on any date, the amount of such L/C Obligations on such date after giving effect to any L/C Credit Extension occurring on such date and any other changes in the aggregate amount of the L/C Obligations as of such date, including as a result of any reimbursements by the Borrower of Unreimbursed Amounts.
Participant has the meaning specified in Section 10.06(d).
PATRIOT Act means The Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (Title III of Pub. L. No. 107-56 (signed into law October 26, 2001)), as amended or modified from time to time.
PBGC means the Pension Benefit Guaranty Corporation.
Pension Funding Rules means the rules of the Code and ERISA regarding minimum required contributions (including any installment payment thereof) to Pension Plans and set forth in Section 412, 430, 431, 432 and 436 of the Code and Sections 302, 303, 304 and 305 of ERISA.
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Pension Plan means any employee pension benefit plan (including a Multiple Employer Plan or a Multiemployer Plan) that is maintained or is contributed to by the Borrower or any ERISA Affiliate and is either covered by Title IV of ERISA or is subject to the minimum funding standards under Section 412 of the Code.
Perfection Certificate means a certificate in the form of Exhibit H-1 or any other form approved by the Administrative Agent, as the same shall be supplemented from time to time by a Perfection Certificate Supplement or otherwise.
Perfection Certificate Supplement means a certificate supplement in the form of Exhibit H-2 or any other form approved by the Administrative Agent.
Permitted Acquisition means a Permitted Loan Party Acquisition and a Permitted Non-Loan Party Acquisition.
Permitted Loan Party Acquisition has the meaning specified in Section 7.03(g)(A).
Permitted Non-Loan Party Acquisition has the meaning specified in Section 7.03(g)(B).
Permitted Refinancing means, with respect to any Person, any modification, refinancing, refunding, renewal or extension of any Indebtedness of such Person; provided that (a) the principal amount (or accreted value, if applicable) thereof does not exceed the principal amount (or accreted value, if applicable) of the Indebtedness so modified, refinanced, refunded, renewed or extended except by an amount equal to unpaid accrued interest and premium (including tender premiums) thereon plus other amounts paid, and underwriting discounts, defeasance costs, fees, commissions and expenses incurred, in connection with such modification, refinancing, refunding, renewal or extension and by an amount equal to any existing commitments unutilized thereunder or as otherwise permitted pursuant to Section 7.03, (b) such modification, refinancing, refunding, renewal or extension has a weighted average life to maturity equal to or greater than the shorter of (i) the weighted average life to maturity of, the Indebtedness being modified, refinanced, refunded, renewed or extended and (ii) the weighted average life to maturity that would result if all payments of principal on the Indebtedness being refinanced that were due on or after the date that is one year following the Maturity Date of the Term B Facility were instead due on the date that is one year following the Maturity Date of the Term B Facility, (c) if the Indebtedness being modified, refinanced, refunded, renewed or extended is subordinated in right of payment to the Obligations, such modification, refinancing, refunding, renewal or extension is subordinated in right of payment to the Obligations on terms at least as favorable to the Lenders as those contained in the documentation governing the Indebtedness being modified, refinanced, refunded, renewed or extended, taken as a whole, (d) the terms and conditions (including, if applicable, as to collateral) of any such modified, refinanced, refunded, renewed or extended Indebtedness are not materially less favorable in the good faith discretion of the Borrower to the Loan Parties or the Lenders than the terms and conditions of the Indebtedness being so modified, refinanced, refunded, renewed or extended, and (e) to the extent such Person is a Loan Party, such modification, refinancing, refunding, renewal or extension shall not be incurred by Subsidiaries that are not Loan Parties.
Person means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, Governmental Authority or other entity.
Plan means any employee benefit plan within the meaning of Section 3(3) of ERISA (including a Pension Plan), maintained for employees of the Borrower or any ERISA Affiliate or any such Plan to which the Borrower or any ERISA Affiliate is required to contribute on behalf of any of its employees.
Platform has the meaning specified in Section 6.02.
Pledged Securities has the meaning specified in the Security Agreement.
Privacy and Security Rules has the meaning specified in Section 5.27(a).
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Pro Forma Basis means, as to any Person, for any events as described below that occur subsequent to the commencement of a period for which the financial effect of such events is being calculated, and giving effect to the events for which such calculation is being made, such calculation as will give pro forma effect to such events as if such events occurred on the first day of the Measurement Period: (i) in making any determination of Consolidated EBITDA, effect shall be given to any Dispositions, Permitted Acquisition, Restricted Payment or closure of any branches or divisions of the Borrower or its Subsidiaries, in each case that occurred during the Measurement Period (or, in the case of determinations made pursuant to Section 7.02, 7.03, 7.04, 7.05, 7.06, 7.11 or 7.15, occurring during the Measurement Period or thereafter and through and including the date upon which the respective Permitted Acquisition or relevant transaction is consummated), (ii) in making any determination on a Pro Forma Basis, (x) all Indebtedness (including Indebtedness issued, incurred or assumed as a result of, or to finance, any relevant transactions and for which the financial effect is being calculated, whether incurred under this Agreement or otherwise, but excluding normal fluctuations in revolving Indebtedness incurred for working capital purposes, in each case not to finance any acquisition) issued, incurred, assumed or permanently repaid during the Measurement Period (or, in the case of determinations made pursuant to Section 7.02, 7.03, 7.04, 7.05, 7.06, 7.11 or 7.15, occurring during the Measurement Period or thereafter and through and including the date upon which the respective Permitted Acquisition or relevant transaction is consummated) shall be deemed to have been issued, incurred, assumed or permanently repaid at the beginning of such period and (y) the interest expense of such person attributable to interest on any Indebtedness, for which pro forma effect is being given as provided in preceding clause (x), bearing floating interest rates shall be computed on a pro forma basis as if the rates that would have been in effect during the period for which pro forma effect is being given had been actually in effect during such periods (taking into account any Swap Contract applicable to the Indebtedness if the Swap Contract has a remaining term of at least 12 months).
Pro forma calculations made pursuant to the definition of the term Pro Forma Basis shall be determined in good faith by a Responsible Officer of the Borrower in accordance with GAAP and Regulation S-X promulgated under the Securities Act of 1933, as amended or otherwise in express compliance with this definition and the definition of the financial metric being calculated and may include adjustments to give appropriate effect to cost savings and synergies that are directly attributable to the relevant transactions, factually supportable and expected to have a continuing impact on the financial results of the Borrower and its Subsidiaries. The Borrower shall deliver to the Administrative Agent a certificate of a financial officer of the Borrower setting forth calculations of any such pro forma adjustments supporting them in reasonable detail; provided that no adjustments for synergies or cost savings shall be made with respect to such relevant transactions after the end of the first four consecutive fiscal quarters ended following such transaction, provided, further, that such adjustment for synergies or cost savings shall be limited, in the aggregate in all periods, as set forth in the definition of Consolidated EBITDA.
Programs has the meaning specified in Section 5.26(c).
Public Lender has the meaning specified in Section 6.02.
Reduction Amount has the meaning specified in Section 2.05(b)(viii).
Refinanced Term Debt has the meaning specified in the definition of Credit Agreement Refinancing Indebtedness.
Refinancing means the refinancing on the Closing Date of certain outstanding Indebtedness of the Borrower and its Subsidiaries as set forth on Schedule 6.11 and the termination of all commitments with respect thereto.
Refinancing Amendment means an amendment to this Agreement reasonably satisfactory to the Administrative Agent and the Borrower executed by each of (a) the Borrower, (b) the Administrative Agent and (c) each Additional Lender and Lender that agrees to provide any portion of the Credit Agreement Refinancing Indebtedness being incurred pursuant thereto, in accordance with Section 2.19.
Register has the meaning specified in Section 10.06(c).
Related Documents means the Merger Agreement and any alterations, amendments, changes, supplements, consents or waivers thereof.
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Related Parties means, with respect to any Person, any of its controlled Affiliates or controlling persons or any of the officers, directors, employees, agents or members of any of the foregoing.
Release means any release, spill, emission, leaking, dumping, injection, pouring, deposit, disposal, discharge, dispersal, leaching or migration into or through the Environment or within, from or into any building, structure, facility or fixture.
Repricing Transaction means the refinancing or repricing by the Borrower of any of the Initial Term Loans under this Agreement (x) with the proceeds of any long-term bank debt financing (including, without limitation, any new or additional term loans pursuant to Section 2.14 or refinancing of term loans pursuant to Section 2.19 and excluding for the avoidance of doubt, the proceeds of any Borrowings under the Revolving Credit Facility or any other revolving indebtedness) incurred for the primary purpose of repaying any Initial Term Loans or (y) in connection with any amendment to or modification of this Agreement (including an amendment pursuant to Section 2.18), (i) the primary purpose of which in either case, has or results in an effective interest rate or weighted average yield (as reasonably determined by the Administrative Agent consistent with generally accepted financial practice, after giving effect to margins, upfront or similar fees or original issue discount shared with all lenders or holders thereof, but excluding the effect of any arrangement, structuring, syndication or other fees payable in connection therewith that are not shared with all lenders or holders thereof) as of the date of such refinancing or effective date of such amendment that is, or could be by the express terms of such Indebtedness (and not by virtue of any fluctuation in the Eurodollar Rate or Base Rate), less than the Applicable Rate for, or weighted average yield of (as reasonably determined by the Administrative Agent consistent with generally accepted financial practice, on the same basis as above) such Initial Term Loans as of the date of such repricing and (ii) in the case of a refinancing of the applicable Initial Term Loans, the proceeds of which are used to repay, in whole or in part, principal of such outstanding Initial Term Loans.
Reportable Event means any of the events set forth in Section 4043(c) of ERISA, other than events for which the 30 day notice period has been waived.
Request for Credit Extension means (a) with respect to a Borrowing, conversion or continuation of Term Loans or Revolving Credit Loans, a Committed Loan Notice, (b) with respect to an L/C Credit Extension, a Letter of Credit Application, and (c) with respect to a Swing Line Loan, a Swing Line Loan Notice.
Required Facility Lenders means, as of any date of determination, with respect to one or more Facilities, Lenders having more than 50% of the sum of the (a) Total Outstandings under such Facility or Facilities (with the aggregate amount of each Lenders risk participation and funded participation in L/C Obligations and Swing Line Loans being deemed held by such Lender for purposes of this definition) and (b) aggregate unused Revolving Credit Commitments under such Facility or Facilities; provided that the unused Revolving Credit Commitments of, and the portion of the Total Outstandings under such Facility or Facilities held or deemed held by, any Defaulting Lender shall be excluded for purposes of making a determination of Required Facility Lenders.
Required Lenders means, as of any date of determination, Lenders holding more than 50% of the sum of the (a) Total Outstandings (with the aggregate amount of each Revolving Credit Lenders risk participation and funded participation in L/C Obligations and Swing Line Loans being deemed held by such Revolving Credit Lender for purposes of this definition) and (b) aggregate unused Revolving Credit Commitments; provided that the unused Revolving Credit Commitment of, and the portion of the Total Outstandings held or deemed held by, any Defaulting Lender shall be excluded for purposes of making a determination of Required Lenders.
Required Revolving Lenders means, as of any date of determination, Revolving Credit Lenders holding more than 50% of the sum of the (a) Total Revolving Credit Outstandings (with the aggregate amount of each Revolving Credit Lenders risk participation and funded participation in L/C Obligations and Swing Line Loans being deemed held by such Revolving Credit Lender for purposes of this definition) and (b) aggregate unused Revolving Credit Commitments; provided that the unused Revolving Credit Commitment of, and the portion of the Total Revolving Credit Outstandings held or deemed held by, any Defaulting Lender shall be excluded for purposes of making a determination of Required Revolving Lenders.
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Responsible Officer means the chairman, chief executive officer, president, chief financial officer, or treasurer of a Loan Party and solely for purposes of the delivery of incumbency certificates pursuant to Section 4.01, the secretary or any assistant secretary of a Loan Party. Any document delivered hereunder that is signed by a Responsible Officer of a Loan Party shall be conclusively presumed to have been authorized by all necessary corporate, partnership and/or other action on the part of such Loan Party and such Responsible Officer shall be conclusively presumed to have acted on behalf of such Loan Party.
Restricted means, when referring to cash or Cash Equivalents of the Borrower or any of its Subsidiaries, that such cash or Cash Equivalents (i) appear (or would be required to appear) as restricted on a consolidated balance sheet of the Borrower or such Subsidiary (unless such appearance is related solely to the Loan Documents (or the Liens created thereunder)) or (ii) are subject to any Lien (other than nonconsensual Liens permitted by Section 7.01 and Liens permitted by Sections 7.01(a), (p) and (u)) in favor of any person other than the Collateral Agent for the benefit of the Secured Parties.
Restricted Payment means any dividend or other distribution (whether in cash, securities or other property) with respect to any capital stock or other Equity Interest of any Person or any of its Subsidiaries, or any payment (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, defeasance, acquisition, cancellation or termination of any such capital stock or other Equity Interest, or on account of any return of capital to any Persons stockholders, partners or members (or the equivalent of any thereof), or any option, warrant or other right to acquire any such dividend or other distribution or payment.
Revolving Credit Borrowing means a borrowing consisting of simultaneous Revolving Credit Loans of the same Type and, in the case of Eurodollar Rate Loans, having the same Interest Period made by each of the Revolving Credit Lenders pursuant to Section 2.01(b).
Revolving Credit Commitment means, as to each Revolving Credit Lender, its obligation to (a) make Revolving Credit Loans to the Borrower pursuant to Section 2.01(b), (b) purchase participations in L/C Obligations, and (c) purchase participations in Swing Line Loans, in an aggregate principal amount at any one time outstanding not to exceed the amount set forth opposite such Lenders name on Schedule 2.01 under the caption Revolving Credit Commitment or opposite such caption in the Assignment and Assumption, under the caption Additional Revolving Credit Commitment in the Additional Facility Joinder Agreement or under the caption Extended Revolving Credit Commitment in the Revolving Credit Extension Amendment pursuant to which such Lender becomes a party hereto, as applicable, as such amount may be adjusted from time to time in accordance with this Agreement. As of the date hereof, the aggregate principal amount of the Revolving Credit Commitments is $100,000,000.
Revolving Credit Extension Amendment has the meaning specified in Section 2.17(d).
Revolving Credit Extension Request has the meaning specified in Section 2.17(a).
Revolving Credit Extension Series has the meaning specified in Section 2.17(f).
Revolving Credit Facility means, at any time, the aggregate amount of the Revolving Credit Lenders Revolving Credit Commitments at such time.
Revolving Credit Lender means, at any time, any Lender that has a Revolving Credit Commitment at such time.
Revolving Credit Loan has the meaning specified in Section 2.01(b).
Revolving Credit Note means a promissory note made by the Borrower in favor of a Revolving Credit Lender evidencing Revolving Credit Loans or Swing Line Loans, as the case may be, made by such Revolving Credit Lender, substantially in the form of Exhibit C-2.
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S&P means Standard & Poors Ratings Services, a division of The McGraw-Hill Companies, Inc., and any successor thereto.
Sanctions means economic or financial sanctions or trade embargoes imposed, administered or enforced from time to time by the U.S. government, including those administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury or the U.S. Department of State.
Sanctioned Country means, at any time, a country or territory which is the subject or target of any Sanctions.
Sanctioned Person means, at any time, (a) any Person listed in any Sanctions-related list of designated Persons maintained by the Office of Foreign Assets Control of the U.S. Department of the Treasury, the U.S. Department of State, (b) any Person operating, organized or resident in a Sanctioned Country or (c) any Person controlled by any such Person.
SEC means the Securities and Exchange Commission, or any Governmental Authority succeeding to any of its principal functions.
Secured Cash Management Agreement means any Cash Management Agreement that is entered into by and between the Borrower or any of its Subsidiaries and any Cash Management Bank.
Secured Hedge Agreement means any interest rate Swap Contract required or permitted under Article VI or VII that is entered into by and between a Loan Party and any Hedge Bank.
Secured Parties means, collectively, the Administrative Agent, each other Agent, the Lenders, the L/C Issuer, the Hedge Banks, the Cash Management Banks, each co-agent or sub-agent appointed by the Administrative Agent from time to time pursuant to Section 9.05, and the other Persons the Obligations owing to which are or are purported to be secured by the Collateral under the terms of the Collateral Documents.
Security Agreement has the meaning specified in Section 4.01(a)(iii).
Security Agreement Supplement means the Joinder Agreement as defined in the Security Agreement.
Senior Notes means senior notes of the Borrower issued on August 17, 2010, issued and sold pursuant to the Senior Notes Documents (including any registered notes in exchange for privately placed senior notes pursuant to a registration rights agreement).
Senior Notes Documents means any indenture among the Borrower, as issuer, the guarantors party thereto and a trustee with respect to the Senior Notes, the Senior Notes and all other agreements, instruments and other documents pursuant to which the Senior Notes were issued or otherwise setting forth the terms of the Senior Notes.
Social Security Act means the Social Security Act of 1965.
Solicited Discounted Prepayment Offer means the irrevocable written offer by each Term Lender, substantially in the form of Exhibit O, submitted following the Administrative Agents receipt of a Solicited Discounted Prepayment Notice.
Solicited Discounted Prepayment Notice means a written notice of the Borrower of Solicited Discounted Prepayment Offers made pursuant to Section 2.05(a)(iv)(D) substantially in the form of Exhibit P.
Solicited Discounted Prepayment Response Date has the meaning specified in Section 2.05(a)(iv)(D)(1).
Solvent and Solvency mean, with respect to any Person on any date of determination, that on such date (a) the fair value of the property of such Person is greater than the total amount of liabilities, including contingent liabilities, of such Person, (b) the present fair salable value of the assets of such Person is not less than the amount
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that will be required to pay the probable liability of such Person on its debts as they become absolute and matured, (c) such Person does not intend to, and does not believe that it will, incur debts or liabilities beyond such Persons ability to pay such debts and liabilities as they mature, (d) such Person is not engaged in business or a transaction, and is not about to engage in business or a transaction, for which such Persons property would constitute an unreasonably small capital, and (e) such Person is able to pay its debts and liabilities, contingent obligations and other commitments as they mature in the ordinary course of business. The amount of contingent liabilities at any time shall be computed as the amount that, in the light of all the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability.
Specified Discount Prepayment Notice means a written notice of the Borrower Offer of Specified Discount Prepayment made pursuant to Section 2.05(a)(iv)(B) substantially in the form of Exhibit Q.
Specified Discount Prepayment Response means the irrevocable written response by each Lender, substantially in the form of Exhibit R, to a Specified Discount Prepayment Notice.
Specified Prepayment Debt means any senior unsecured, senior secured or subordinated loans and/or notes of the Borrower or any other Loan Party, no part of the principal of which is required to be paid (whether by way of mandatory sinking fund, mandatory redemption, mandatory prepayment or otherwise), prior to the date that is six months after the final maturity of the Term Loans outstanding on the date on which such Indebtedness is incurred (it being understood that any required offer to purchase such Indebtedness as a result of a change of control or asset sale shall not violate the foregoing restriction) and the terms and conditions of which (other than with respect to pricing, amortization, final maturity and collateral), taken as a whole, are not materially less favorable to the Borrower and its Subsidiaries than this Agreement or are otherwise reasonably acceptable to the Administrative Agent; provided that, in respect of any senior secured Indebtedness with Liens on the Collateral (which may be Liens that are pari passu with, or junior to, the Liens on the Collateral securing the Obligations) such Liens shall be Other First Liens or Junior Liens; provided further that, in respect of any Subordinated Indebtedness, such Indebtedness shall be subject to customary subordination provisions reasonably satisfactory to the Administrative Agent.
Subordinated Indebtedness means any Indebtedness of any Loan Party that is by its terms subordinated in right of payment to the Obligations.
Subsidiary of a Person means a corporation, partnership, joint venture, limited liability company or other business entity of which a majority of the shares of securities or other interests having ordinary voting power for the election of directors or other governing body (other than securities or interests having such power only by reason of the happening of a contingency) are at the time beneficially owned, or the management of which is otherwise controlled, directly, or indirectly through one or more intermediaries, or both, by such Person. Unless otherwise specified, all references herein to a Subsidiary or to Subsidiaries shall refer to a Subsidiary or Subsidiaries of the Borrower. As of the Closing Date, the Subsidiaries of the Borrower shall include the Subsidiaries of the Borrower after giving effect to the Merger.
Swap Contract means (a) any and all rate swap transactions, basis swaps, credit derivative transactions, forward rate transactions, commodity swaps, commodity options, forward commodity contracts, equity or equity index swaps or options, bond or bond price or bond index swaps or options or forward bond or forward bond price or forward bond index transactions, interest rate options, forward foreign exchange transactions, cap transactions, floor transactions, collar transactions, currency swap transactions, cross-currency rate swap transactions, currency options, spot contracts, or any other similar transactions or any combination of any of the foregoing (including any options to enter into any of the foregoing), whether or not any such transaction is governed by or subject to any master agreement, and (b) any and all transactions of any kind, and the related confirmations, which are subject to the terms and conditions of, or governed by, any form of master agreement published by the International Swaps and Derivatives Association, Inc., any International Foreign Exchange Master Agreement, or any other master agreement (any such master agreement, together with any related schedules, a Master Agreement), including any such obligations or liabilities under any Master Agreement.
Swap Obligations means with respect to any Guarantor any obligation to pay or perform under any agreement, contract or transaction that constitutes a swap within the meaning of Section 1a(47) of the Commodity Exchange Act.
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Swap Termination Value means, in respect of any one or more Swap Contracts, after taking into account the effect of any legally enforceable netting agreement relating to such Swap Contracts, (a) for any date on or after the date such Swap Contracts have been closed out and termination value(s) determined in accordance therewith, such termination value(s), and (b) for any date prior to the date referenced in clause (a), the amount(s) determined as the mark-to-market value(s) for such Swap Contracts, as determined based upon one or more mid-market or other readily available quotations provided by any recognized dealer in such Swap Contracts (which may include a Lender or any Affiliate of a Lender).
Swing Line Borrowing means a borrowing of a Swing Line Loan pursuant to Section 2.04.
Swing Line Lender means Barclays in its capacity as provider of Swing Line Loans, or any successor swing line lender hereunder.
Swing Line Loan has the meaning specified in Section 2.04(a).
Swing Line Loan Notice means a notice of a Swing Line Borrowing pursuant to Section 2.04(b), which shall be substantially in the form of Exhibit B.
Swing Line Sublimit means an amount equal to the lesser of (a) $15,000,000 and (b) the Revolving Credit Facility. The Swing Line Sublimit is part of, and not in addition to, the Revolving Credit Facility.
Syndication Agent means Merrill Lynch, Pierce, Fenner & Smith Incorporated, in its capacity as syndication agent.
Synthetic Debt means, with respect to any Person as of any date of determination thereof, all obligations of such Person in respect of transactions entered into by such Person that are intended to function primarily as a borrowing of funds (including any minority interest transactions that function primarily as a borrowing) but are not otherwise included in the definition of Indebtedness or as a liability on the consolidated balance sheet of such Person and its Subsidiaries in accordance with GAAP.
Synthetic Lease Obligation means the monetary obligation of a Person under (a) a so-called synthetic, off-balance sheet or tax retention lease, or (b) an agreement for the use or possession of property (including sale and leaseback transactions), in each case, creating obligations that do not appear on the balance sheet of such Person but which, upon the application of any Debtor Relief Laws to such Person, would be characterized as the indebtedness of such Person (without regard to accounting treatment).
Taxes means all present or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), assessments, fees or other charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto.
Term B Borrowing means a borrowing consisting of simultaneous Term B Loans of the same Type and, in the case of Eurodollar Rate Loans, having the same Interest Period made by each of the Term B Lenders pursuant to Section 2.01(a).
Term B Commitment means, as to each Term B Lender, its obligation to make Term B Loans to the Borrower pursuant to Section 2.01(a) in an aggregate principal amount at any one time outstanding not to exceed the amount set forth opposite such Term B Lenders name on Schedule 2.01 under the caption Term B Commitment or opposite such caption in the Assignment and Assumption or under the caption Additional Term B Commitment in the Additional Facility Joinder Agreement pursuant to which such Term B Lender becomes a party hereto, as applicable, as such amount may be adjusted from time to time in accordance with this Agreement. As of the Closing Date, the aggregate principal amount of the Term B Commitments is $670,000,000.
Term B Facility means, at any time, (a) on or prior to the Closing Date, the aggregate amount of the Term B Commitments at such time and (b) thereafter, the aggregate principal amount of the Term B Loans of all Term B Lenders outstanding at such time.
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Term B Lender means (a) at any time on or prior to the Closing Date, any Lender that has a Term B Commitment at such time and (b) at any time after the Closing Date, any Lender that holds Term B Loans at such time.
Term B Loan means any Initial Term B Loan or any Additional Term B Loan made under this Agreement.
Term Borrowing means a Borrowing of any Term Loans.
Term C Borrowing means a borrowing consisting of simultaneous Term C Loans of the same Type and, in the case of Eurodollar Rate Loans, having the same Interest Period made by each of the Term C Lenders pursuant to Section 2.01(b).
Term C Commitment means, as to each Term C Lender, its obligation to make Term C Loans to the Borrower pursuant to Section 2.01(b) in an aggregate principal amount at any one time outstanding not to exceed the amount set forth opposite such Term C Lenders name on Schedule 2.01 under the caption Term C Commitment or opposite such caption in the Assignment and Assumption or under the caption Additional Term C Commitment in the Additional Facility Joinder Agreement pursuant to which such Term C Lender becomes a party hereto, as applicable, as such amount may be adjusted from time to time in accordance with this Agreement. As of the Closing Date, the aggregate principal amount of the Term C Commitments is $155,000,000.
Term C Facility means, at any time, (a) on or prior to the Closing Date, the aggregate amount of the Term C Commitments at such time and (b) thereafter, the aggregate principal amount of the Term C Loans of all Term C Lenders outstanding at such time.
Term C Lender means at any time, (a) on or prior to the Closing Date, any Lender that has a Term C Commitment at such time and (b) at any time after the Closing Date, any Lender that holds Term C Loans at such time.
Term C Loan means any Initial Term C Loan or any Additional Term C Loan made under this Agreement.
Term Commitment means a Term B Commitment, a Term C Commitment or an Other Term Commitment.
Term Extension Amendment has the meaning specified in Section 2.18(d).
Term Extension Request has the meaning specified in Section 2.18(a).
Term Extension Series has the meaning specified in Section 2.18(f).
Term Facilities means, at any time, any Facilities consisting of Term Loans and/or Term Commitments.
Term Lender means, at any time, any Lender that has a Term Commitment or a Term Loan at such time.
Term Loan means any Term B Loan, Term C Loan, Additional Term B Loan, Additional Term C Loan, Other Term Loan or Extended Term Loan, as the context may require.
Term Note means a promissory note made by the Borrower in favor of a Term Lender evidencing Term Loans made by such Term Lender, substantially in the form of Exhibit C-1.
Threshold Amount means $30,000,000.
Total Revolving Credit Outstandings means the aggregate Outstanding Amount of all Revolving Credit Loans, Swing Line Loans and L/C Obligations.
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Total Outstandings means the aggregate Outstanding Amount of all Loans and all L/C Obligations.
Transaction means, collectively, (a) the consummation of the Merger, (b) the entering into by the Loan Parties and their applicable Subsidiaries of the Loan Documents and the Related Documents to which they are or are intended to be a party, (c) the Refinancing and (d) the payment of the fees and expenses incurred in connection with the consummation of the foregoing.
Tricare means the health care program administered by the Department of Defense that provides health care benefits to members of the military, military retirees, certain members of the military reserve, and their dependents.
Type means, with respect to a Loan, its character as a Base Rate Loan or a Eurodollar Rate Loan.
UCC means the Uniform Commercial Code as in effect in the State of New York; provided that, if perfection or the effect of perfection or non-perfection or the priority of any security interest in any Collateral is governed by the Uniform Commercial Code as in effect in a jurisdiction other than the State of New York, UCC means the Uniform Commercial Code as in effect from time to time in such other jurisdiction for purposes of the provisions hereof relating to such perfection, effect of perfection or non-perfection or priority.
United States and U.S. mean the United States of America.
Unreimbursed Amount has the meaning specified in Section 2.03(c)(i).
U.S. Loan Party means any Loan Party that is organized under the laws of the United States of America, any state thereof or the District of Columbia.
1.02. Other Interpretive Provisions. With reference to this Agreement and each other Loan Document, unless otherwise specified herein or in such other Loan Document:
(a) The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words include, includes and including shall be deemed to be followed by the phrase without limitation. The word will shall be construed to have the same meaning and effect as the word shall. Unless the context requires otherwise, (i) any definition of or reference to any agreement, instrument or other document (including any Organization Document) shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein or in any other Loan Document), (ii) any reference herein to any Person shall be construed to include such Persons successors and assigns, (iii) the words hereto, herein, hereof and hereunder, and words of similar import when used in any Loan Document, shall be construed to refer to such Loan Document in its entirety and not to any particular provision thereof, (iv) all references in a Loan Document to Articles, Sections, Preliminary Statements, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Preliminary Statements, Exhibits and Schedules to, the Loan Document in which such references appear, (v) any reference to any law shall include all statutory and regulatory provisions consolidating, amending, replacing or interpreting such law and any reference to any law or regulation shall, unless otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to time, and (vi) the words asset and property shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights.
(b) In the computation of periods of time from a specified date to a later specified date, the word from means from and including; the words to and until each mean to but excluding; and the word through means to and including.
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(c) Section headings herein and in the other Loan Documents are included for convenience of reference only and shall not affect the interpretation of this Agreement or any other Loan Document.
(d) When used herein, the phrase to the knowledge of (or words of similar import), when applied to the Borrower or any Guarantors, shall mean the actual knowledge of any Responsible Officer thereof or such knowledge that a Responsible Officer should have in the carrying out of his or her duties with ordinary care.
1.03. Accounting Terms.
(a) Generally. All accounting terms not specifically or completely defined herein shall be construed in conformity with, and all financial data (including financial ratios and other financial calculations) required to be submitted pursuant to this Agreement shall be prepared in conformity with, GAAP applied on a consistent basis, as in effect from time to time, applied in a manner consistent with that used in preparing the Audited Financial Statements, except as otherwise specifically prescribed herein. Notwithstanding the foregoing, for purposes of determining compliance with any covenant (including the computation of any financial covenant) contained herein, Indebtedness of the Borrower and its Subsidiaries shall be deemed to be carried at 100% of the outstanding principal amount thereof, and the effects of FASB ASC 840, FASB ASC 825 and FASB ASC 470-20 on financial liabilities shall be disregarded.
(b) Changes in GAAP. If at any time any change in GAAP would affect the computation of any financial ratio or requirement set forth in any Loan Document, and either the Borrower or the Required Lenders shall so request, the Administrative Agent, the Lenders and the Borrower shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP (subject to the approval of the Required Lenders); provided that, until so amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (ii) the Borrower shall provide to the Administrative Agent and the Lenders financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such change in GAAP. Without limiting the foregoing, leases shall continue to be classified and accounted for on a basis consistent with that reflected in the Audited Financial Statements for all purposes of this Agreement, notwithstanding any change in GAAP relating thereto.
1.04. Rounding. Any financial ratios required to be maintained by the Borrower pursuant to this Agreement shall be calculated by dividing the appropriate component by the other component, carrying the result to one place more than the number of places by which such ratio is expressed herein and rounding the result up or down to the nearest number (with a rounding-up if there is no nearest number).
1.05. Times of Day. Unless otherwise specified, all references herein to times of day shall be references to Eastern time (daylight or standard, as applicable).
1.06. Letter of Credit Amounts. Unless otherwise specified herein, the amount of a Letter of Credit at any time shall be deemed to be the stated amount of such Letter of Credit in effect at such time; provided, however, that with respect to any Letter of Credit that, by its terms or the terms of any Issuer Document related thereto, provides for one or more automatic increases in the stated amount thereof, the amount of such Letter of Credit shall be deemed to be the maximum stated amount of such Letter of Credit after giving effect to all such increases, whether or not such maximum stated amount is in effect at such time.
ARTICLE II
THE COMMITMENTS AND CREDIT EXTENSIONS
2.01. The Loans.
(a) The Term B Borrowing. Subject to the terms and conditions set forth herein, each Term B Lender severally agrees to make a single loan (each, an Initial Term B Loan) to the Borrower on the Closing Date in an amount not to exceed such Term B Lenders Term B Commitment on the Closing Date. The Borrowing of Initial
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Term B Loans shall consist of Initial Term B Loans made simultaneously by the Term B Lenders in accordance with their respective Term B Commitment on the Closing Date. Amounts borrowed under this Section 2.01(a) and repaid or prepaid may not be reborrowed. Initial Term B Loans may be Base Rate Loans or Eurodollar Rate Loans as further provided herein.
(b) The Term C Borrowing. Subject to the terms and conditions set forth herein, each Term C Lender severally agrees to make a single loan (each, an Initial Term C Loan) to the Borrower on the Closing Date in an amount not to exceed such Term C Lenders Term C Commitment on the Closing Date. The Borrowing of Initial Term C Loans shall consist of Term C Loans made simultaneously by the Term C Lenders in accordance with their respective Term C Commitment on the Closing Date. Amounts borrowed under this Section 2.01(b) and repaid or prepaid may not be reborrowed. Initial Term C Loans may be Base Rate Loans or Eurodollar Rate Loans as further provided herein
(c) The Revolving Credit Borrowings. Subject to the terms and conditions set forth herein, each Revolving Credit Lender severally agrees to make loans (each such loan, a Revolving Credit Loan) to the Borrower from time to time, on any Business Day during the Availability Period, in an aggregate amount not to exceed at any time outstanding the amount of such Lenders Revolving Credit Commitment; provided, however, that after giving effect to any Revolving Credit Borrowing, (i) the Total Revolving Credit Outstandings shall not exceed the Revolving Credit Facility, and (ii) the aggregate Outstanding Amount of the Revolving Credit Loans of any Lender, plus such Revolving Credit Lenders Applicable Revolving Credit Percentage of the Outstanding Amount of all L/C Obligations, plus such Revolving Credit Lenders Applicable Revolving Credit Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed such Revolving Credit Lenders Revolving Credit Commitment. Within the limits of each Revolving Credit Lenders Revolving Credit Commitment, and subject to the other terms and conditions hereof, the Borrower may borrow under this Section 2.01(b), prepay under Section 2.05, and reborrow under this Section 2.01(b); Revolving Credit Loans may be Base Rate Loans or Eurodollar Rate Loans, as further provided herein.
2.02. Borrowings, Conversions and Continuations of Loans.
(a) Each Term Borrowing, each Revolving Credit Borrowing, each conversion of Term Loans or Revolving Credit Loans from one Type to the other, and each continuation of Eurodollar Rate Loans shall be made upon the Borrowers irrevocable notice to the Administrative Agent, which may only be given in writing. Each such notice must be received by the Administrative Agent not later than 10:00 a.m. (i) three Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Eurodollar Rate Loans or of any conversion of Eurodollar Rate Loans to Base Rate Loans, and (ii) on the requested date of any Borrowing of Base Rate Loans; provided, however, that if the Borrower wishes to request Eurodollar Rate Loans having an Interest Period other than one, two, three or six months in duration as provided in the definition of Interest Period, the applicable notice must be received by the Administrative Agent not later than 12:00 noon four Business Days prior to the requested date of such Borrowing, conversion or continuation, whereupon the Administrative Agent shall give prompt notice to the Appropriate Lenders of such request and determine whether the requested Interest Period is acceptable to all of them. Not later than 12:00 noon, three Business Days before the requested date of such Borrowing, conversion or continuation, the Administrative Agent shall notify the Borrower (which notice may only be given in writing) whether or not the requested Interest Period has been consented to by all the Lenders. Each notice by the Borrower pursuant to this Section 2.02(a) must be delivered to the Administrative Agent in the form of a Committed Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower. Each Borrowing of, conversion to or continuation of Eurodollar Rate Loans shall be in a principal amount of $3,000,000 or a whole multiple of $1,000,000 in excess thereof or, if less, the entire principal amount thereof then outstanding. Except as provided in Sections 2.03(c) and 2.04(c), each Borrowing of or conversion to Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, if less, the entire principal amount thereof then outstanding. Each Committed Loan Notice shall specify (i) whether the Borrower is requesting a Term Borrowing, a Revolving Credit Borrowing, a conversion of Term Loans or Revolving Credit Loans from one Type to the other, or a continuation of Eurodollar Rate Loans, (ii) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (iii) the principal amount of Loans to be borrowed, converted or continued, (iv) the Class and Type of Loans to be borrowed or to which existing Term Loans or Revolving Credit Loans are to be converted, and (v) if applicable, the duration of the Interest Period with respect thereto. If the Borrower fails to specify a Type of Loan in a Committed Loan Notice or if the Borrower fails to give a timely notice requesting
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a conversion or continuation, then the applicable Term Loans or Revolving Credit Loans shall be made as, or converted to, Base Rate Loans. Any such automatic conversion to Base Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Eurodollar Rate Loans. If the Borrower requests a Borrowing of, conversion to, or continuation of Eurodollar Rate Loans in any such Committed Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. Notwithstanding anything to the contrary herein, a Swing Line Loan may not be converted to or borrowed as a Eurodollar Rate Loan.
(b) Following receipt of a Committed Loan Notice, the Administrative Agent shall promptly notify each Lender of the amount of its Applicable Percentage under the applicable Facility of Term Loans or Revolving Credit Loans, and if no timely notice of a conversion or continuation is provided by the Borrower, the Administrative Agent shall notify each Lender of the details of any automatic conversion to Base Rate Loans described in Section 2.02(a). In the case of a Term Borrowing or a Revolving Credit Borrowing, each Appropriate Lender shall make the amount of its Loan available to the Administrative Agent in immediately available funds at the Administrative Agents Office not later than 3:00 p.m. on the Business Day specified in the applicable Committed Loan Notice. Upon satisfaction of the applicable conditions set forth in Section 4.02 (and, if such Borrowing is the initial Credit Extension, Section 4.01), the Administrative Agent shall make all funds so received available to the Borrower in like funds as received by the Administrative Agent either by (i) crediting the account of the Borrower on the books of Barclays with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the Administrative Agent by the Borrower; provided, however, that if, on the date a Committed Loan Notice with respect to a Revolving Credit Borrowing is given by the Borrower, there are L/C Borrowings outstanding, then the proceeds of such Revolving Credit Borrowing, first, shall be applied to the payment in full of any such L/C Borrowings, and second, shall be made available to the Borrower as provided above.
(c) Except as otherwise provided herein, a Eurodollar Rate Loan may be continued or converted only on the last day of an Interest Period for such Eurodollar Rate Loan. During the existence of a Default, no Loans may be requested as, converted to or continued as Eurodollar Rate Loans without the consent of the Required Facility Lenders under the applicable Facility.
(d) The Administrative Agent shall promptly notify the Borrower and the Lenders of the interest rate applicable to any Interest Period for Eurodollar Rate Loans upon determination of such interest rate. At any time that Base Rate Loans are outstanding, the Administrative Agent shall notify the Borrower and the Lenders of any change in Barclays prime rate used in determining the Base Rate promptly following the public announcement of such change.
(e) After giving effect to all Term B Borrowings, all conversions of Term B Loans from one Type to the other, and all continuations of Term B Loans as the same Type, there shall not be more than six Interest Periods in effect in respect of the Term B Facility. After giving effect to all Term C Borrowings, all conversions of Term C Loans from one Type to the other, and all continuations of Term C Loans as the same Type, there shall not be more than six Interest Periods in effect in respect of the Term C Facility. After giving effect to all Revolving Credit Borrowings, all conversions of Revolving Credit Loans from one Type to the other, and all continuations of Revolving Credit Loans as the same Type, there shall not be more than six Interest Periods in effect in respect of the Revolving Credit Facility. Notwithstanding the foregoing, after the establishment of any new Class of Loans pursuant to an Additional Facility Joinder Agreement, a Refinancing Amendment, a Revolving Credit Extension Amendment and/or a Term Extension Amendment, the number of Interest Periods otherwise permitted by this Section 2.02(e) shall increase by three (3) Interest Periods for each applicable Class so established.
(f) Anything in this Section 2.02 to the contrary notwithstanding, the Borrower may not select the Eurodollar Rate for the initial Credit Extension.
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2.03. Letters of Credit; The Letter of Credit Commitment.
(a) The Letter of Credit Commitments.
(i) Subject to the terms and conditions set forth herein, (A) the L/C Issuer (identified in clause (i) of the definition of L/C Issuer as to the following clause (i)) agrees, in reliance upon the agreements of the Revolving Credit Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit for the account of the Borrower or its Subsidiaries, and to amend or extend Letters of Credit previously issued by it, in accordance with Section 2.03(b), and (2) to honor drawings under the Letters of Credit; and (B) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or its Subsidiaries and any drawings thereunder; provided that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (x) the Total Revolving Credit Outstandings shall not exceed the Revolving Credit Facility, (y) the aggregate Outstanding Amount of the Revolving Credit Loans of any Revolving Credit Lender, plus such Lenders Applicable Revolving Credit Percentage of the Outstanding Amount of all L/C Obligations, plus such Lenders Applicable Revolving Credit Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed such Lenders Revolving Credit Commitment, and (z) the Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit Sublimit. Each request by the Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrowers ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. All Existing Letters of Credit shall be deemed to have been issued pursuant hereto, and from and after the Closing Date shall be subject to and governed by the terms and conditions hereof.
(ii) The L/C Issuer shall not issue any Letter of Credit if:
(A) subject to Section 2.03(b)(iii), the expiry date of such requested Letter of Credit would occur more than twelve months after the date of issuance or last extension; or
(B) the expiry date of the requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless all the Revolving Credit Lenders have approved such expiry date; provided, the L/C Issuer shall issue a Letter of Credit with an expiry date after the Letter of Credit Expiration Date so long as the Borrower deposits into the Collateral Account on or prior to the Letter of Credit Expiration Date an amount in immediately available funds equal to 103% of the face amount of such Letter of Credit.
(iii) The L/C Issuer shall not be under any obligation to issue any Letter of Credit if:
(A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the L/C Issuer from issuing the Letter of Credit, or any Law applicable to the L/C Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the L/C Issuer shall prohibit, or request that the L/C Issuer refrain from, the issuance of letters of credit generally or the Letter of Credit in particular or shall impose upon the L/C Issuer with respect to the Letter of Credit any restriction, reserve or capital requirement (for which the L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon the L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the L/C Issuer in good faith deems material to it;
(B) the issuance of the Letter of Credit would violate one or more policies of the L/C Issuer applicable to letters of credit generally;
(C) except as otherwise agreed by the Administrative Agent and the L/C Issuer, the Letter of Credit is in an initial stated amount less than $100,000;
(D) the Letter of Credit is to be denominated in a currency other than Dollars;
(E) any Lender is at that time a Defaulting Lender, unless the L/C Issuer has entered into arrangements, including the delivery of Cash Collateral, satisfactory to the L/C Issuer (in its sole discretion) with the Borrower or such Lender to eliminate the L/C Issuers actual or potential Fronting Exposure (after
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giving effect to Section 2.16(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other L/C Obligations as to which the L/C Issuer has actual or potential Fronting Exposure, as it may elect in its sole discretion; or
(F) the Letter of Credit contains any provisions for automatic reinstatement of the stated amount after any drawing thereunder.
(iv) The L/C Issuer shall not amend any Letter of Credit if the L/C Issuer would not be permitted at such time to issue such Letter of Credit in its amended form under the terms hereof.
(v) The L/C Issuer shall be under no obligation to amend any Letter of Credit if (A) the L/C Issuer would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit.
(vi) [Reserved].
(vii) The L/C Issuer shall act on behalf of the Revolving Credit Lenders with respect to any Letters of Credit issued by it and the documents associated therewith, and the L/C Issuer shall have all of the benefits and immunities (A) provided to the Administrative Agent in Article IX with respect to any acts taken or omissions suffered by the L/C Issuer in connection with Letters of Credit issued by it or proposed to be issued by it and Issuer Documents pertaining to such Letters of Credit as fully as if the term Administrative Agent as used in Article IX included the L/C Issuer with respect to such acts or omissions, and (B) as additionally provided herein with respect to the L/C Issuer.
(b) Procedures for Issuance and Amendment of Letters of Credit; Auto-Extension Letters of Credit.
(i) Each Letter of Credit shall be issued or amended, as the case may be, upon the request of the Borrower delivered to the L/C Issuer identified in clause (i) of the definition thereof (with a copy to the Administrative Agent) in the form of a Letter of Credit Application, appropriately completed and signed by a Responsible Officer of the Borrower. Such Letter of Credit Application must be received by the L/C Issuer and the Administrative Agent not later than 12:00 noon at least two Business Days (or such later date and time as the Administrative Agent and the L/C Issuer may agree in a particular instance in their sole discretion) prior to the proposed issuance date or date of amendment, as the case may be. In the case of a request for an initial issuance of a Letter of Credit, such Letter of Credit Application shall specify in form and detail satisfactory to the L/C Issuer: (A) the proposed issuance date of the requested Letter of Credit (which shall be a Business Day); (B) the amount thereof; (C) the expiry date thereof; (D) the name and address of the beneficiary thereof; (E) the documents to be presented by such beneficiary in case of any drawing thereunder; (F) the full text of any certificate to be presented by such beneficiary in case of any drawing thereunder; (G) the purpose and nature of the requested Letter of Credit; and (H) such other matters as the L/C Issuer may reasonably require. In the case of a request for an amendment of any outstanding Letter of Credit, such Letter of Credit Application shall specify in form and detail satisfactory to the L/C Issuer (1) the Letter of Credit to be amended; (2) the proposed date of amendment thereof (which shall be a Business Day); (3) the nature of the proposed amendment; and (4) such other matters as the L/C Issuer may reasonably require. Additionally, the Borrower shall furnish to the L/C Issuer and the Administrative Agent such other documents and information pertaining to such requested Letter of Credit issuance or amendment, including any Issuer Documents, as the L/C Issuer or the Administrative Agent may reasonably require.
(ii) Promptly after receipt of any Letter of Credit Application, the L/C Issuer identified in clause (i) of the definition thereof will confirm with the Administrative Agent (in writing) that the Administrative Agent has received a copy of such Letter of Credit Application from the Borrower and, if not, the L/C Issuer will provide the Administrative Agent with a copy thereof. Unless the L/C Issuer has received written notice from any Revolving Credit Lender, the Administrative Agent or any Loan Party, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Article IV shall not then be satisfied, then, subject to the terms and conditions hereof, the L/C Issuer shall, on the requested date, issue a Letter of Credit for the account of the Borrower (or the applicable Subsidiary) or enter into the applicable amendment, as the case may be, in each case in accordance with the L/C Issuers usual and customary business practices. Immediately upon the issuance of each Letter of Credit, each Revolving Credit Lender shall be
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deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the L/C Issuer a risk participation in such Letter of Credit in an amount equal to the product of such Revolving Credit Lenders Applicable Revolving Credit Percentage times the amount of such Letter of Credit.
(iii) If the Borrower so requests in any applicable Letter of Credit Application, the L/C Issuer may, in its sole discretion, agree to issue a Letter of Credit that has automatic extension provisions (each, an Auto-Extension Letter of Credit); provided that any such Auto-Extension Letter of Credit must permit the L/C Issuer to prevent any such extension at least once in each twelve-month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day (the Non-Extension Notice Date) in each such twelve-month period to be agreed upon at the time such Letter of Credit is issued. Unless otherwise directed by the L/C Issuer, the Borrower shall not be required to make a specific request to the L/C Issuer for any such extension. Once an Auto-Extension Letter of Credit has been issued, the Revolving Credit Lenders shall be deemed to have authorized (but may not require) the L/C Issuer to permit the extension of such Letter of Credit at any time to an expiry date not later than the Letter of Credit Expiration Date; provided, however, that the L/C Issuer shall not permit any such extension if (A) the L/C Issuer has determined that it would not be permitted, or would have no obligation at such time to issue such Letter of Credit in its revised form (as extended) under the terms hereof (by reason of the provisions of clause (ii) or (iii) of Section 2.03(a) or otherwise), or (B) it has received notice (in writing) on or before the day that is seven Business Days before the Non-Extension Notice Date (1) from the Administrative Agent that the Required Revolving Lenders have elected not to permit such extension or (2) from the Administrative Agent, any Revolving Credit Lender or the Borrower that one or more of the applicable conditions specified in Section 4.02 is not then satisfied, and in each such case directing the L/C Issuer not to permit such extension.
(iv) If the Borrower so requests in any applicable Letter of Credit Application, the L/C Issuer may, in its sole discretion, agree to issue a Letter of Credit that permits the automatic reinstatement of all or a portion of the stated amount thereof after any drawing thereunder (each, an Auto-Reinstatement Letter of Credit). Unless otherwise directed by the L/C Issuer, the Borrower shall not be required to make a specific request to the L/C Issuer to permit such reinstatement. Once an Auto-Reinstatement Letter of Credit has been issued, except as provided in the following sentence, the Revolving Credit Lenders shall be deemed to have authorized (but may not require) the L/C Issuer to reinstate all or a portion of the stated amount thereof in accordance with the provisions of such Letter of Credit. Notwithstanding the foregoing, if such Auto-Reinstatement Letter of Credit permits the L/C Issuer to decline to reinstate all or any portion of the stated amount thereof after a drawing thereunder by giving notice of such non-reinstatement within a specified number of days after such drawing (the Non-Reinstatement Deadline), the L/C Issuer shall not permit such reinstatement if it has received a notice (in writing) on or before the day that is seven Business Days before the Non-Reinstatement Deadline (A) from the Administrative Agent that the Required Revolving Lenders have elected not to permit such reinstatement or (B) from the Administrative Agent, any Lender or the Borrower that one or more of the applicable conditions specified in Section 4.02 is not then satisfied (treating such reinstatement as an L/C Credit Extension for purposes of this clause) and, in each case, directing the L/C Issuer not to permit such reinstatement.
(v) Promptly after its delivery of any Letter of Credit or any amendment to a Letter of Credit to an advising bank with respect thereto or to the beneficiary thereof, the L/C Issuer will also deliver to the Borrower and the Administrative Agent a true and complete copy of such Letter of Credit or amendment.
(c) Drawings and Reimbursements; Funding of Participations.
(i) Upon receipt from the beneficiary of any Letter of Credit of any notice of a drawing under such Letter of Credit, the L/C Issuer shall notify the Borrower and the Administrative Agent thereof. Not later than 12:00 noon on the date of any payment by the L/C Issuer under a Letter of Credit (each such date, an Honor Date), the Borrower shall reimburse the L/C Issuer through the Administrative Agent in an amount equal to the amount of such drawing. If the Borrower fails to so reimburse the L/C Issuer by such time, the Administrative Agent shall promptly notify each Revolving Credit Lender of the Honor Date, the amount of the unreimbursed drawing (the Unreimbursed Amount), and the amount of such Revolving Credit Lenders Applicable Revolving Credit Percentage thereof. In such event, the Borrower shall be deemed to have requested a Revolving Credit Borrowing of Base Rate Loans to be disbursed on the Honor Date in an amount equal to the Unreimbursed Amount, without regard to the minimum and multiples specified in Section 2.02 for the principal amount of Base Rate Loans, but subject to the amount of the unutilized portion of the Revolving Credit Commitments and the conditions set forth in Section 4.02 (other than the delivery of a Committed Loan Notice).
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(ii) Each Revolving Credit Lender shall upon any notice pursuant to Section 2.03(c)(i) make funds available (and the Administrative Agent may apply Cash Collateral provided for this purpose) for the account of the L/C Issuer at the Administrative Agents Office in an amount equal to its Applicable Revolving Credit Percentage of the Unreimbursed Amount not later than 3:00 p.m. on the Business Day specified in such notice by the Administrative Agent, whereupon, subject to the provisions of Section 2.03(c)(iii), each Revolving Credit Lender that so makes funds available shall be deemed to have made a Base Rate Loan to the Borrower in such amount. The Administrative Agent shall remit the funds so received to the L/C Issuer.
(iii) With respect to any Unreimbursed Amount that is not fully refinanced by a Revolving Credit Borrowing of Base Rate Loans because the conditions set forth in Section 4.02 cannot be satisfied or for any other reason, the Borrower shall be deemed to have incurred from the L/C Issuer an L/C Borrowing Base Rate Loan in the amount of the Unreimbursed Amount that is not so refinanced, which L/C Borrowing shall be due and payable on demand (together with interest) and shall bear interest at the Default Rate. In such event, each Revolving Credit Lenders payment to the Administrative Agent for the account of the L/C Issuer pursuant to Section 2.03(c)(ii) shall be deemed payment in respect of its participation in such L/C Borrowing and shall constitute an L/C Advance from such Lender in satisfaction of its participation obligation under this Section 2.03.
(iv) Until each Revolving Credit Lender funds its Revolving Credit Loan or L/C Advance pursuant to this Section 2.03(c) to reimburse the L/C Issuer for any amount drawn under any Letter of Credit, interest in respect of such Lenders Applicable Revolving Credit Percentage of such amount shall be solely for the account of the L/C Issuer.
(v) Each Revolving Credit Lenders obligation to make Revolving Credit Loans or L/C Advances to reimburse the L/C Issuer for amounts drawn under Letters of Credit, as contemplated by this Section 2.03(c), shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right which such Lender may have against the L/C Issuer, the Borrower or any other Person for any reason whatsoever; (B) the occurrence or continuance of a Default, or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided, however, that each Revolving Credit Lenders obligation to make Revolving Credit Loans pursuant to this Section 2.03(c) is subject to the conditions set forth in Section 4.02 (other than delivery by the Borrower of a Committed Loan Notice ). No such making of an L/C Advance shall relieve or otherwise impair the obligation of the Borrower to reimburse the L/C Issuer for the amount of any payment made by the L/C Issuer under any Letter of Credit, together with interest as provided herein.
(vi) If any Revolving Credit Lender fails to make available to the Administrative Agent for the account of the L/C Issuer any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.03(c) by the time specified in Section 2.03(c)(ii), then, without limiting the other provisions of this Agreement, the L/C Issuer shall be entitled to recover from such Lender (acting through the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to the L/C Issuer at a rate per annum equal to the greater of the Federal Funds Rate and a rate determined by the L/C Issuer in accordance with banking industry rules on interbank compensation, plus any administrative, processing or similar fees customarily charged by the L/C Issuer in connection with the foregoing. If such Lender pays such amount (with interest and fees as aforesaid), the amount so paid shall constitute such Lenders Revolving Credit Loan included in the relevant Revolving Credit Borrowing or L/C Advance in respect of the relevant L/C Borrowing, as the case may be. A certificate of the L/C Issuer submitted to any Revolving Credit Lender (through the Administrative Agent) with respect to any amounts owing under this Section 2.03(c)(vi) shall be conclusive absent manifest error.
(d) Repayment of Participations.
(i) At any time after the L/C Issuer has made a payment under any Letter of Credit and has received from any Revolving Credit Lender such Lenders L/C Advance in respect of such payment in accordance with Section 2.03(c), if the Administrative Agent receives for the account of the L/C Issuer any payment in respect of the related Unreimbursed Amount or interest thereon (whether directly from the Borrower or otherwise, including
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proceeds of Cash Collateral applied thereto by the Administrative Agent), the Administrative Agent will distribute to such Lender its Applicable Revolving Credit Percentage thereof in the same funds as those received by the Administrative Agent.
(ii) If any payment received by the Administrative Agent for the account of the L/C Issuer pursuant to Section 2.03(c)(i) is required to be returned under any of the circumstances described in Section 10.05 (including pursuant to any settlement entered into by the L/C Issuer in its discretion), each Revolving Credit Lender shall pay to the Administrative Agent for the account of the L/C Issuer its Applicable Revolving Credit Percentage thereof on demand of the Administrative Agent, plus interest thereon from the date of such demand to the date such amount is returned by such Lender, at a rate per annum equal to the Federal Funds Rate from time to time in effect. The obligations of the Lenders under this clause shall survive the payment in full of the Obligations and the termination of this Agreement.
(e) Obligations Absolute. The obligation of the Borrower to reimburse the L/C Issuer for each drawing under each Letter of Credit and to repay each L/C Borrowing shall be absolute, unconditional and irrevocable, and shall be paid strictly in accordance with the terms of this Agreement under all circumstances, including the following:
(i) any lack of validity or enforceability of such Letter of Credit, this Agreement, or any other Loan Document;
(ii) the existence of any claim, counterclaim, setoff, defense or other right that the Borrower or any Subsidiary may have at any time against any beneficiary or any transferee of such Letter of Credit (or any Person for whom any such beneficiary or any such transferee may be acting), the L/C Issuer or any other Person, whether in connection with this Agreement, the transactions contemplated hereby or by such Letter of Credit or any agreement or instrument relating thereto, or any unrelated transaction;
(iii) any draft, demand, certificate or other document presented under such Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; or any loss or delay in the transmission or otherwise of any document required in order to make a drawing under such Letter of Credit;
(iv) any payment by the L/C Issuer under such Letter of Credit against presentation of a draft or certificate that does not strictly comply with the terms of such Letter of Credit; or any payment made by the L/C Issuer under such Letter of Credit to any Person purporting to be a trustee in bankruptcy, debtor-in-possession, assignee for the benefit of creditors, liquidator, receiver or other representative of or successor to any beneficiary or any transferee of such Letter of Credit, including any arising in connection with any proceeding under any Debtor Relief Law; or
(v) any other circumstance or happening whatsoever, whether or not similar to any of the foregoing, including any other circumstance that might otherwise constitute a defense available to, or a discharge of, the Borrower or any of its Subsidiaries.
The foregoing shall not exculpate the Letter of Credit issuer from its gross negligence or willful misconduct (as determined by a court of competent jurisdiction by a final and nonappealable judgment). The Borrower shall promptly examine a copy of each Letter of Credit and each amendment thereto that is delivered to it and, in the event of any claim of noncompliance with the Borrowers instructions or other irregularity, the Borrower will promptly after discovery thereof notify the L/C Issuer. The Borrower shall be conclusively deemed to have waived any such claim against the L/C Issuer and its correspondents unless such notice is given as aforesaid.
(f) Role of L/C Issuer. Each Lender and the Borrower agree that, in paying any drawing under a Letter of Credit, the L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of the L/C Issuer, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant
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or assignee of the L/C Issuer shall be liable to any Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Revolving Credit Lenders or the Required Revolving Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Issuer Document. The Borrower hereby assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided, however, that this assumption is not intended to, and shall not, preclude the Borrowers pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. None of the L/C Issuer, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of the L/C Issuer shall be liable or responsible for any of the matters described in clauses (i) through (v) of Section 2.03(e); provided, however, that anything in such clauses to the contrary notwithstanding, the Borrower may have a claim against the L/C Issuer, and the L/C Issuer may be liable to the Borrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by the Borrower which the Borrower proves were caused by the L/C Issuers willful misconduct or gross negligence or the L/C Issuers willful failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit. In furtherance and not in limitation of the foregoing, the L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and the L/C Issuer shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason.
(g) Applicability of ISP. Unless otherwise expressly agreed by the L/C Issuer and the Borrower when a Letter of Credit is issued (including any such agreement applicable to an Existing Letter of Credit), the rules of the ISP shall apply to each Letter of Credit.
(h) Letter of Credit Fees. The Borrower shall pay to the Administrative Agent for the account of each Revolving Credit Lender in accordance with its Applicable Revolving Credit Percentage a Letter of Credit fee (the Letter of Credit Fee) for each Letter of Credit equal to the Applicable Rate for Loans that are Eurodollar Rate Loans times the daily amount available to be drawn under such Letter of Credit; provided, however, any Letter of Credit Fees otherwise payable for the account of a Defaulting Lender with respect to any Letter of Credit as to which such Defaulting Lender has not provided Cash Collateral satisfactory to the L/C Issuer pursuant to this Section 2.04 shall be payable, to the maximum extent permitted by applicable Law, to the other Lenders in accordance with the upward adjustments in their respective Applicable Percentages allocable to such Letter of Credit pursuant to Section 2.16(a)(iv), with the balance of such fee, if any, payable to the L/C Issuer for its own account. For purposes of computing the daily amount available to be drawn under any Letter of Credit, the amount of such Letter of Credit shall be determined in accordance with Section 1.06. Letter of Credit Fees shall be (i) due and payable on the first Business Day after the end of each March, June, September and December, commencing with the first such date to occur after the issuance of such Letter of Credit, on the Letter of Credit Expiration Date and thereafter on demand and (ii) computed on a quarterly basis in arrears. If there is any change in the Applicable Rate during any quarter, the daily amount available to be drawn under each Letter of Credit shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect. Notwithstanding anything to the contrary contained herein, upon the request of the Required Revolving Lenders, while any Event of Default exists, all Letter of Credit Fees shall accrue at the Default Rate.
(i) Fronting Fee and Documentary and Processing Charges Payable to L/C Issuer. The Borrower shall pay directly to the L/C Issuer for its own account a fronting fee with respect to each Letter of Credit, at the rate per annum of 0.125%, computed on the daily amount available to be drawn under such Letter of Credit on a quarterly basis in arrears. Such fronting fee shall be due and payable on the first Business Day after the end of each March, June, September and December in respect of the most recently-ended quarterly period (or portion thereof, in the case of the first payment), commencing with the first such date to occur after the issuance of such Letter of Credit, on the Letter of Credit Expiration Date and thereafter on demand. For purposes of computing the daily amount available to be drawn under any Letter of Credit, the amount of such Letter of Credit shall be determined in accordance with Section 1.06. In addition, the Borrower shall pay directly to the L/C Issuer for its own account the customary issuance, presentation, amendment and other processing fees, and other standard costs and charges, of the L/C Issuer relating to letters of credit as from time to time in effect. Such customary fees and standard costs and charges are due and payable on demand and are nonrefundable.
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(j) Conflict with Issuer Documents. In the event of any conflict between the terms hereof and the terms of any Issuer Document, the terms hereof shall control.
(k) Letters of Credit Issued for Subsidiaries. Notwithstanding that a Letter of Credit issued or outstanding hereunder is in support of any obligations of, or is for the account of, a Subsidiary, the Borrower shall be obligated to reimburse the L/C Issuer hereunder for any and all drawings under such Letter of Credit. The Borrower hereby acknowledges that the issuance of Letters of Credit for the account of Subsidiaries inures to the benefit of the Borrower, and that the Borrowers business derives substantial benefits from the businesses of such Subsidiaries.
(l) Letter of Credit Reports. At the end of each Business Day (and on such other dates as the Administrative Agent may request), the L/C Issuer shall provide the Administrative Agent (and, on the first Business Day after the end of each fiscal quarter or at any time that there is a new Letter of Credit issued or there is a change to any outstanding Letter of Credit, the Administrative Agent shall provide to each of the Revolving Credit Lenders) a list of all Letters of Credit issued by it that are outstanding at such time together with such other information as the Administrative Agent may from time to time reasonably request including, without limitation, a reconciliation of the outstanding Letters of Credit issued by such L/C Issuer.
2.04. Swing Line Loans.
(a) The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line Lender, in reliance upon the agreements of the other Lenders set forth in this Section 2.04, shall make loans (each such loan, a Swing Line Loan) to the Borrower from time to time on any Business Day during the Availability Period in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Applicable Revolving Credit Percentage of the Outstanding Amount of Revolving Credit Loans and L/C Obligations of the Lender acting as Swing Line Lender, may exceed the amount of such Lenders Revolving Credit Commitment; provided, however, that after giving effect to any Swing Line Loan, (i) the Total Revolving Credit Outstandings shall not exceed the Revolving Credit Facility at such time, and (ii) the aggregate Outstanding Amount of the Revolving Credit Loans of any Revolving Credit Lender at such time, plus such Revolving Credit Lenders Applicable Revolving Credit Percentage of the Outstanding Amount of all L/C Obligations at such time, plus such Revolving Credit Lenders Applicable Revolving Credit Percentage of the Outstanding Amount of all Swing Line Loans at such time shall not exceed such Lenders Revolving Credit Commitment, and provided further that the Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrower may borrow under this Section 2.04, prepay under Section 2.05, and reborrow under this Section 2.04. Each Swing Line Loan shall bear interest only at a rate based on the Base Rate. Immediately upon the making of a Swing Line Loan, each Revolving Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Revolving Credit Lenders Applicable Revolving Credit Percentage times the amount of such Swing Line Loan.
(b) Borrowing Procedures. Each Swing Line Borrowing shall be made upon the Borrowers irrevocable notice to the Swing Line Lender and the Administrative Agent. Each such notice shall be in the form of a written Committed Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower, and must be received by the Swing Line Lender and the Administrative Agent not later than 12:00 noon Eastern Time on the requested borrowing date, and shall specify (i) the amount to be borrowed, which shall be a minimum of $500,000, and (ii) the requested borrowing date, which shall be a Business Day. Promptly after receipt by the Swing Line Lender of any Swing Line Loan Notice, the Swing Line Lender will confirm with the Administrative Agent (in writing) that the Administrative Agent has also received such Swing Line Loan Notice and, if not, the Swing Line Lender will notify the Administrative Agent (in writing) of the contents thereof. Unless the Swing Line Lender has received notice (in writing) from the Administrative Agent (including at the request of any Revolving Credit Lender) prior to 12:00 noon on the date of the proposed Swing Line Borrowing (A) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a), or (B) that one or more of the applicable conditions specified in Article IV is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender will, not later than 2:00 p.m. on the borrowing date specified in such Swing Line Loan Notice, make the amount of its Swing Line Loan available to the Borrower at its office by crediting the account of the Borrower on the books of the Swing Line Lender in immediately available
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funds. Notwithstanding anything to the contrary contained in this Section 2.04 or elsewhere in this Agreement, the Swing Line Lender shall not be obligated to make any Swing Line Loan at a time when a Revolving Credit Lender is a Defaulting Lender unless the Swing Line Lender has entered into arrangements reasonably satisfactory to it to eliminate the Swing Line Lenders risk with respect to the Defaulting Lenders or Defaulting Lenders participation in such Swing Line Loans, including by Cash Collateralizing, or obtaining a backstop letter of credit from an issuer reasonably satisfactory to the Swing Line Lender to support, such Defaulting Lenders or Defaulting Lenders Applicable Revolving Credit Percentage of the outstanding Swing Line Loans.
(c) Refinancing of Swing Line Loans.
(i) The Swing Line Lender at any time in its sole and absolute discretion may request, on behalf of the Borrower (which hereby irrevocably authorizes the Swing Line Lender to so request on its behalf), that each Revolving Credit Lender make a Base Rate Loan in an amount equal to such Lenders Applicable Revolving Credit Percentage of the amount of Swing Line Loans then outstanding. Such request shall be made in writing (which written request shall be deemed to be a Committed Loan Notice for purposes hereof) and in accordance with the requirements of Section 2.02, without regard to the minimum and multiples specified therein for the principal amount of Base Rate Loans, but subject to the unutilized portion of the Revolving Credit Facility and the conditions set forth in Section 4.02. The Swing Line Lender shall furnish the Borrower with a copy of the applicable Committed Loan Notice promptly after delivering such notice to the Administrative Agent. Each Revolving Credit Lender shall make an amount equal to its Applicable Revolving Credit Percentage of the amount specified in such Committed Loan Notice available to the Administrative Agent in immediately available funds (and the Administrative Agent may apply Cash Collateral available with respect to the applicable Swing Line Loan) for the account of the Swing Line Lender at the Administrative Agents Office not later than 3:00 p.m. on the day specified in such Committed Loan Notice, whereupon, subject to Section 2.04(c)(ii), each Revolving Credit Lender that so makes funds available shall be deemed to have made a Base Rate Loan to the Borrower in such amount. The Administrative Agent shall remit the funds so received to the Swing Line Lender.
(ii) If for any reason any Swing Line Loan cannot be refinanced by such a Revolving Credit Borrowing in accordance with Section 2.04(c)(i), the request for Base Rate Loans submitted by the Swing Line Lender as set forth herein shall be deemed to be a request by the Swing Line Lender that each of the Revolving Credit Lenders fund its risk participation in the relevant Swing Line Loan and each Revolving Credit Lenders payment to the Administrative Agent for the account of the Swing Line Lender pursuant to Section 2.04(c)(i) shall be deemed payment in respect of such participation.
(iii) If any Revolving Credit Lender fails to make available to the Administrative Agent for the account of the Swing Line Lender any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.04(c) by the time specified in Section 2.04(c)(i), the Swing Line Lender shall be entitled to recover from such Lender (acting through the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to the Swing Line Lender at a rate per annum equal to the greater of the Federal Funds Rate and a rate determined by the Swing Line Lender in accordance with banking industry rules on interbank compensation, plus any administrative, processing or similar fees customarily charged by the Swing Line Lender in connection with the foregoing. If such Lender pays such amount (with interest and fees as aforesaid), the amount so paid shall constitute such Lenders Revolving Credit Loan included in the relevant Revolving Credit Borrowing or funded participation in the relevant Swing Line Loan, as the case may be. A certificate of the Swing Line Lender submitted to any Lender (through the Administrative Agent) with respect to any amounts owing under this clause (iii) shall be conclusive absent manifest error.
(iv) Each Revolving Credit Lenders obligation to make Revolving Credit Loans or to purchase and fund risk participations in Swing Line Loans pursuant to this Section 2.04(c) shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right which such Lender may have against the Swing Line Lender, the Borrower or any other Person for any reason whatsoever, (B) the occurrence or continuance of a Default, or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided, however, that each Revolving Credit Lenders obligation to make Revolving Credit Loans pursuant to this Section 2.04(c) (but not to otherwise purchase and fund risk participations in Swing Line Loans pursuant to Section 2.04(c)(ii)) is subject to the conditions set forth in Section 4.02. No such funding of risk participations shall relieve or otherwise impair the obligation of the Borrower to repay Swing Line Loans, together with interest as provided herein.
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(d) Repayment of Participations.
(i) At any time after any Revolving Credit Lender has purchased and funded a risk participation in a Swing Line Loan, if the Swing Line Lender receives any payment on account of such Swing Line Loan, the Swing Line Lender will distribute to such Revolving Credit Lender its Applicable Revolving Credit Percentage thereof in the same funds as those received by the Swing Line Lender.
(ii) If any payment received by the Swing Line Lender in respect of principal or interest on any Swing Line Loan is required to be returned by the Swing Line Lender under any of the circumstances described in Section 10.05 (including pursuant to any settlement entered into by the Swing Line Lender in its discretion), each Revolving Credit Lender shall pay to the Swing Line Lender its Applicable Revolving Credit Percentage thereof on demand of the Administrative Agent, plus interest thereon from the date of such demand to the date such amount is returned, at a rate per annum equal to the Federal Funds Rate. The Administrative Agent will make such demand upon the request of the Swing Line Lender. The obligations of the Lenders under this clause shall survive the payment in full of the Obligations and the termination of this Agreement.
(e) Interest for Account of Swing Line Lender. The Swing Line Lender shall be responsible for invoicing the Borrower for interest on the Swing Line Loans. Until each Revolving Credit Lender funds its Base Rate Loan or risk participation pursuant to this Section 2.04 to refinance such Revolving Credit Lenders Applicable Revolving Credit Percentage of any Swing Line Loan, interest in respect of such Applicable Revolving Credit Percentage shall be solely for the account of the Swing Line Lender.
(f) Payments Directly to Swing Line Lender. The Borrower shall make all payments of principal and interest in respect of the Swing Line Loans directly to the Swing Line Lender.
2.05. Prepayments.
(a) Optional.
(i) Subject to the last sentence of this Section 2.05(a)(i), Section 2.05(a)(iii), and Section 2.05(a)(iv), the Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay any Class of Term Loans and Revolving Credit Loans in whole or in part without premium (other than as set forth below) or penalty; provided that (A) such notice must be received by the Administrative Agent not later than 10:00 a.m. (1) three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (2) on the Business Day prior to any date of prepayment of Base Rate Loans; (B) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $3,000,000 or a whole multiple of $1,000,000 in excess thereof; and (C) any prepayment of Base Rate Loans shall be in a principal amount of $300,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lenders ratable portion of such prepayment (based on such Lenders Applicable Percentage in respect of the relevant Facility). If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment of the outstanding Term Loans pursuant to this Section 2.05(a) shall be applied (x) to the principal repayment installments thereof as directed by the Borrower and (y) if no direction is so provided by the Borrower, in direct order of maturity, and subject to Section 2.16, each such prepayment shall be paid to the Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities. Notwithstanding anything to the contrary contained herein, the Borrower shall not be permitted to prepay the Term Loans pursuant to this Section 2.05(a)(i) during the period from the Closing Date through the date ten Business Days thereafter.
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(ii) The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (A) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 3:00 p.m. on the date of the prepayment, and (B) any such prepayment shall be in a minimum principal amount of $500,000 or, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein.
(iii) Notwithstanding anything herein to the contrary, in the event that on or prior to the twelve-month anniversary of the Closing Date, the Borrower (x) effects any amendment of this Agreement resulting in a Repricing Transaction or (y) prepays, refinances, substitutes or replaces any Initial Term Loans pursuant to a Repricing Transaction (including, for the avoidance of doubt, pursuant to this Section 2.05(a) or Section 2.05(b)(iii)), the Borrower agrees, in each case, to pay to the Administrative Agent for the ratable account of each Term Lender holding such Initial Term Loans (I) in the case of any amendment of this Agreement resulting in a Repricing Transaction, a premium equal to 1% of the aggregate principal amount of such Initial Term Loans outstanding immediately prior to such amendment and (II) in the case of a prepayment, refinancing, substitution or replacement of any Initial Term Loans pursuant to a Repricing Transaction (including, for the avoidance of doubt, pursuant to this Section 2.05(a) or Section 2.05(b)(iii)), a prepayment premium equal to 1% of the aggregate principal amount of such Initial Term Loans prepaid, refinanced, substituted or replaced.
(iv) Notwithstanding anything in any Loan Document to the contrary, so long as no Default or Event of Default has occurred and is continuing, the Borrower may prepay the outstanding Term Loans on the following basis:
(A) The Borrower shall have the right to make a voluntary prepayment of Term Loans at a discount to par pursuant to a Borrower Offer of Specified Discount Prepayment, Borrower Solicitation of Discount Range Prepayment Offers or Borrower Solicitation of Discounted Prepayment Offers (any such prepayment, the Discounted Term Loan Prepayment), in each case made in accordance with this Section 2.05(a)(iv); provided that the Borrower shall not initiate any action under this Section 2.05(a)(iv) in order to make a Discounted Term Loan Prepayment unless (I) at least ten (10) Business Days shall have passed since the consummation of the most recent Discounted Term Loan Prepayment as a result of a prepayment made by the Borrower on the applicable Discounted Prepayment Effective Date; or (II) at least three (3) Business Days shall have passed since the date the Borrower was notified that no Term Lender was willing to accept any prepayment of any Term Loan at the Specified Discount, within the Discount Range or at any discount to par value, as applicable, or in the case of Borrower Solicitation of Discounted Prepayment Offers, the date of the Borrowers election not to accept any Solicited Discounted Prepayment Offers.
(B) (1) Subject to the proviso to subsection (A) above, the Borrower may from time to time offer to make a Discounted Term Loan Prepayment by providing the Auction Agent with five (5) Business Days notice in the form of a Specified Discount Prepayment Notice; provided that (I) any such offer shall be made available, at the sole discretion of the Borrower, to (x) each Term Lender and/or (y) each Term Lender with respect any Class of Term Loans on an individual tranche basis, (II) any such offer shall specify the aggregate principal amount offered to be prepaid (the Specified Discount Prepayment Amount) with respect to each applicable tranche, the tranche or tranches of Term Loans subject to such offer and the specific percentage discount to par (the Specified Discount) of such Term Loans to be prepaid (it being understood that different Specified Discounts and/or Specified Discount Prepayment Amounts may be offered with respect to different tranches of Term Loans and, in such event, each such offer will be treated as a separate offer pursuant to the terms of this Section 2.05(a)(iv)(B)), (III) the Specified Discount Prepayment Amount shall be in an aggregate amount not less than $10,000,000 and whole increments of $1,000,000 in excess thereof and (IV) each such offer shall remain outstanding through the Specified Discount Prepayment Response Date. The Auction Agent will promptly provide each Appropriate Lender with a copy of such Specified Discount Prepayment Notice and a form of the Specified Discount Prepayment Response to be completed and returned by each such Term Lender to the Auction Agent (or its delegate) by no later than 5:00 p.m., on the third Business Day after the date of delivery of such notice to such Term Lenders (the Specified Discount Prepayment Response Date).
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(2) Each Term Lender receiving such offer shall notify the Auction Agent (or its delegate) by the Specified Discount Prepayment Response Date whether or not it agrees to accept a prepayment of any of its applicable then outstanding Term Loans at the Specified Discount and, if so (such accepting Lender, a Discount Prepayment Accepting Lender), the amount and the tranches of such Lenders Term Loans to be prepaid at the Specified Discount. Each acceptance of a Discounted Term Loan Prepayment by a Discount Prepayment Accepting Lender shall be irrevocable. Any Term Lender whose Specified Discount Prepayment Response is not received by the Auction Agent by the Specified Discount Prepayment Response Date shall be deemed to have declined to accept the applicable Borrower Offer of Specified Discount Prepayment.
(3) If there is at least one Discount Prepayment Accepting Lender, the Borrower will make a prepayment of outstanding Term Loans pursuant to this paragraph (B) to each Discount Prepayment Accepting Lender in accordance with the respective Outstanding Amount and tranches of Term Loans specified in such Lenders Specified Discount Prepayment Response given pursuant to subsection (2) above; provided that, if the aggregate principal amount of Term Loans accepted for prepayment by all Discount Prepayment Accepting Lenders exceeds the Specified Discount Prepayment Amount, such prepayment shall be made pro rata among the Discount Prepayment Accepting Lenders in accordance with the respective principal amounts accepted to be prepaid by each such Discount Prepayment Accepting Lender and the Auction Agent (in consultation with the Borrower and subject to rounding requirements of the Auction Agent made in its reasonable discretion) will calculate such proration (the Specified Discount Proration). The Auction Agent shall promptly, and in any case within three (3) Business Days following the Specified Discount Prepayment Response Date, notify (I) the Borrower of the respective Term Lenders responses to such offer, the Discounted Prepayment Effective Date and the aggregate principal amount of the Discounted Term Loan Prepayment and the tranches to be prepaid, (II) each Term Lender of the Discounted Prepayment Effective Date, and the aggregate principal amount and the tranches of Term Loans to be prepaid at the Specified Discount on such date and (III) each Discount Prepayment Accepting Lender of the Specified Discount Proration, if any, and confirmation of the principal amount, tranche and Type of Term Loans of such Lender to be prepaid at the Specified Discount on such date. Each determination by the Auction Agent of the amounts stated in the foregoing notices to the Borrower and such Term Lenders shall be conclusive and binding for all purposes absent manifest error. The payment amount specified in such notice to the Borrower shall be due and payable by the Borrower on the Discounted Prepayment Effective Date in accordance with subsection (F) below (subject to subsection (J) below).
(C) (1) Subject to the proviso to subsection (A) above, the Borrower may from time to time solicit Discount Range Prepayment Offers by providing the Auction Agent with five (5) Business Days notice in the form of a Discount Range Prepayment Notice; provided that (I) any such solicitation shall be extended, at the sole discretion of the Borrower, to (x) each Term Lender and/or (y) each Term Lender with respect to any Class of Term Loans on an individual tranche basis, (II) any such notice shall specify the maximum aggregate principal amount of the relevant Term Loans (the Discount Range Prepayment Amount), the tranche or tranches of Term Loans subject to such offer and the maximum and minimum percentage discounts to par (the Discount Range) of the principal amount of such Term Loans with respect to each relevant tranche of Term Loans willing to be prepaid by the Borrower (it being understood that different Discount Ranges and/or Discount Range Prepayment Amounts may be offered with respect to different tranches of Term Loans and, in such event, each such offer will be treated as separate offer pursuant to the terms of this Section), (III) the Discount Range Prepayment Amount shall be in an aggregate amount not less than $10,000,000 and whole increments of $1,000,000 in excess thereof and (IV) each such solicitation by the Borrower shall remain outstanding through the Discount Range Prepayment Response Date. The Auction Agent will promptly provide each Appropriate Lender with a copy of such Discount Range Prepayment Notice and a form of the Discount Range Prepayment Offer to be submitted by a responding Term Lender to the Auction Agent (or its delegate) by no later than 5:00 p.m., on the third Business Day after the date of delivery of such notice to such Lenders (the Discount Range Prepayment Response Date). Each Term Lenders Discount Range Prepayment Offer shall be irrevocable and shall specify a discount to par within the Discount Range (the Submitted Discount) at which such Term Lender is willing to allow prepayment of any or all of its then outstanding Term Loans of the applicable tranche or tranches and the maximum aggregate principal amount and tranches of such Lenders Term Loans (the Submitted Amount) such Term Lender is willing to have prepaid at the Submitted Discount. Any Term
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Lender whose Discount Range Prepayment Offer is not received by the Auction Agent by the Discount Range Prepayment Response Date shall be deemed to have declined to accept a Discounted Term Loan Prepayment of any of its Term Loans at any discount to their par value within the Discount Range.
(2) The Auction Agent shall review all Discount Range Prepayment Offers received on or before the applicable Discount Range Prepayment Response Date and shall determine (in consultation with the Borrower and subject to rounding requirements of the Auction Agent made in its sole reasonable discretion) the Applicable Discount (as defined below) and Term Loans to be prepaid at such Applicable Discount in accordance with this subsection (C). The Borrower agrees to accept on the Discount Range Prepayment Response Date all Discount Range Prepayment Offers received by Auction Agent by the Discount Range Prepayment Response Date, in the order from the Submitted Discount that is the largest discount to par to the Submitted Discount that is the smallest discount to par, up to and including the Submitted Discount that is the smallest discount to par within the Discount Range (such Submitted Discount that is the smallest discount to par within the Discount Range being referred to as the Applicable Discount) which yields a Discounted Term Loan Prepayment in an aggregate principal amount equal to the lower of (I) the Discount Range Prepayment Amount and (II) the sum of all Submitted Amounts. Each Term Lender that has submitted a Discount Range Prepayment Offer to accept prepayment at a discount to par that is larger than or equal to the Applicable Discount shall be deemed to have irrevocably consented to prepayment of Term Loans equal to its Submitted Amount (subject to any required proration pursuant to the following subsection (3)) at the Applicable Discount (each such Term Lender, a Participating Lender).
(3) If there is at least one Participating Lender, the Borrower will prepay the respective outstanding Term Loans of each Participating Lender in the aggregate principal amount and of the tranches specified in such Lenders Discount Range Prepayment Offer at the Applicable Discount; provided that if the Submitted Amount by all Participating Lenders offered at a discount to par greater than the Applicable Discount exceeds the Discount Range Prepayment Amount, prepayment of the principal amount of the relevant Term Loans for those Participating Lenders whose Submitted Discount is a discount to par greater than or equal to the Applicable Discount (the Identified Participating Lenders) shall be made pro rata among the Identified Participating Lenders in accordance with the Submitted Amount of each such Identified Participating Lender and the Auction Agent (in consultation with the Borrower and subject to rounding requirements of the Auction Agent made in its sole reasonable discretion) will calculate such proration (the Discount Range Proration). The Auction Agent shall promptly, and in any case within five (5) Business Days following the Discount Range Prepayment Response Date, notify (I) the Borrower of the respective Term Lenders responses to such solicitation, the Discounted Prepayment Effective Date, the Applicable Discount, and the aggregate principal amount of the Discounted Term Loan Prepayment and the tranches to be prepaid, (II) each Term Lender of the Discounted Prepayment Effective Date, the Applicable Discount, and the aggregate principal amount and tranches of Term Loans to be prepaid at the Applicable Discount on such date, (III) each Participating Lender of the aggregate principal amount and tranches of such Term Lender to be prepaid at the Applicable Discount on such date, and (IV) if applicable, each Identified Participating Lender of the Discount Range Proration. Each determination by the Auction Agent of the amounts stated in the foregoing notices to the Borrower and Term Lenders shall be conclusive and binding for all purposes absent manifest error. The payment amount specified in such notice to the Borrower shall be due and payable by the Borrower on the Discounted Prepayment Effective Date in accordance with subsection (F) below (subject to subsection (J) below).
(D) (1) Subject to the proviso to subsection (A) above, the Borrower may from time to time solicit Solicited Discounted Prepayment Offers by providing the Auction Agent with five (5) Business Days notice in the form of a Solicited Discounted Prepayment Notice; provided that (I) any such solicitation shall be extended, at the sole discretion of the Borrower, to (x) each Term Lender and/or (y) each Lender with respect to any Class of Loans on an individual tranche basis, (II) any such notice shall specify the maximum aggregate amount of the Term Loans (the Solicited Discounted Prepayment Amount) and the tranche or tranches of Term Loans the Borrower is willing to prepay at a discount (it being understood that different Solicited Discounted Prepayment Amounts may be offered with respect to different tranches of Term Loans and, in such event, each such offer will be treated as separate offer pursuant to the terms of this Section), (III) the Solicited Discounted Prepayment Amount shall be in an aggregate amount not less than $10,000,000 and whole increments of $1,000,000 in excess thereof and (IV) each such solicitation by
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the Borrower shall remain outstanding through the Solicited Discounted Prepayment Response Date (as defined below). The Auction Agent will promptly provide each Term Lender with a copy of such Solicited Discounted Prepayment Notice and a form of the Solicited Discounted Prepayment Offer to be submitted by a responding Term Lender to the Auction Agent (or its delegate) by no later than 5:00 p.m., on the third Business Day after the date of delivery of such notice to such Term Lenders (the Solicited Discounted Prepayment Response Date). Each Term Lenders Solicited Discounted Prepayment Offer shall (x) be irrevocable, (y) remain outstanding until the Acceptance Date (as defined below), and (z) specify both a discount to par (the Offered Discount) at which such Term Lender is willing to allow prepayment of its then outstanding Term Loans and the maximum aggregate principal amount and tranches of such Term Loans (the Offered Amount) such Term Lender is willing to have prepaid at the Offered Discount. Any Term Lender whose Solicited Discounted Prepayment Offer is not received by the Auction Agent by the Solicited Discounted Prepayment Response Date shall be deemed to have declined prepayment of any of its Term Loans at any discount.
(2) The Auction Agent shall promptly provide the Borrower with a copy of all Solicited Discounted Prepayment Offers received on or before the Solicited Discounted Prepayment Response Date. The Borrower shall review all such Solicited Discounted Prepayment Offers and select the lowest of the Offered Discounts specified by the relevant responding Term Lenders in the Solicited Discounted Prepayment Offers that is acceptable to the Borrower (the Acceptable Discount), if any. If the Borrower elects to accept any Offered Discount at the Acceptable Discount, then as soon as practicable after the determination of the Acceptable Discount, but in no event later than by the third Business Day after the date of receipt by the Borrower from the Auction Agent of a copy of all Solicited Discounted Prepayment Offers pursuant to the first sentence of this subsection (2) (the Acceptance Date), the Borrower shall submit an Acceptance and Prepayment Notice to the Auction Agent setting forth the Acceptable Discount. If the Auction Agent shall fail to receive an Acceptance and Prepayment Notice from the Borrower by the Acceptance Date, the Borrower shall be deemed to have rejected all Solicited Discounted Prepayment Offers.
(3) Based upon the Acceptable Discount and the Solicited Discounted Prepayment Offers received by Auction Agent by the Solicited Discounted Prepayment Response Date, within three (3) Business Days after receipt of an Acceptance and Prepayment Notice (the Discounted Prepayment Determination Date), the Auction Agent will determine (in consultation with the Borrower and subject to rounding requirements of the Auction Agent made in its sole reasonable discretion) the aggregate principal amount and the tranches of Term Loans (the Acceptable Prepayment Amount) to be prepaid by the Borrower at the Acceptable Discount in accordance with this Section 2.05(a)(iv)(D). If the Borrower elects to accept any Acceptable Discount, then the Borrower agrees to accept all Solicited Discounted Prepayment Offers received by Auction Agent by the Solicited Discounted Prepayment Response Date, in the order from largest Offered Discount to smallest Offered Discount, up to and including the Acceptable Discount. Each Term Lender that has submitted a Solicited Discounted Prepayment Offer with an Offered Discount that is greater than or equal to the Acceptable Discount shall be deemed to have irrevocably consented to prepayment of Term Loans equal to its Offered Amount (subject to any required pro-rata reduction pursuant to the following sentence) at the Acceptable Discount (each such Lender, a Qualifying Lender). The Borrower will prepay outstanding Term Loans pursuant to this subsection (D) to each Qualifying Lender in the aggregate principal amount and of the tranches specified in such Lenders Solicited Discounted Prepayment Offer at the Acceptable Discount; provided that if the aggregate Offered Amount by all Qualifying Lenders whose Offered Discount is greater than or equal to the Acceptable Discount exceeds the Solicited Discounted Prepayment Amount, prepayment of the principal amount of the Term Loans for those Qualifying Lenders whose Offered Discount is greater than or equal to the Acceptable Discount (the Identified Qualifying Lenders) shall be made pro rata among the Identified Qualifying Lenders in accordance with the Offered Amount of each such Identified Qualifying Lender and the Auction Agent (in consultation with the Borrower and subject to rounding requirements of the Auction Agent made in its sole reasonable discretion) will calculate such proration (the Solicited Discount Proration). On or prior to the Discounted Prepayment Determination Date, the Auction Agent shall promptly notify (I) the Borrower of the Discounted Prepayment Effective Date and Acceptable Prepayment Amount comprising the Discounted Term Loan Prepayment and the tranches to be prepaid, (II) each Term Lender of the Discounted Prepayment Effective Date, the Acceptable Discount, and the Acceptable Prepayment Amount of all Term Loans and the tranches to be prepaid to be prepaid at the Applicable Discount on such date, (III) each Qualifying Lender of the aggregate
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principal amount and the tranches of such Term Lender to be prepaid at the Acceptable Discount on such date, and (IV) if applicable, each Identified Qualifying Lender of the Solicited Discount Proration. Each determination by the Auction Agent of the amounts stated in the foregoing notices to such Borrower and Term Lenders shall be conclusive and binding for all purposes absent manifest error. The payment amount specified in such notice to the Borrower shall be due and payable by the Borrower on the Discounted Prepayment Effective Date in accordance with subsection (F) below (subject to subsection (J) below).
(E) In connection with any Discounted Term Loan Prepayment, the Borrower and the Term Lenders acknowledge and agree that the Auction Agent may require as a condition to any Discounted Term Loan Prepayment, the payment of customary fees and expenses from the Borrower in connection therewith.
(F) If any Term Loan is prepaid in accordance with paragraphs (B) through (D) above, the Borrower shall prepay such Term Loans on the Discounted Prepayment Effective Date. The Borrower shall make such prepayment to the Administrative Agent, for the account of the Discount Prepayment Accepting Lenders, Participating Lenders, or Qualifying Lenders, as applicable, at the Administrative Agents Office in immediately available funds not later than 11:00 a.m. on the Discounted Prepayment Effective Date and all such prepayments shall be applied to the remaining principal installments of the relevant tranche of Loans on a pro rata basis across such installments. The Term Loans so prepaid shall be accompanied by all accrued and unpaid interest on the par principal amount so prepaid up to, but not including, the Discounted Prepayment Effective Date together with any additional amounts required pursuant to Section 3.05. Each prepayment of outstanding Term Loans pursuant to this Section 2.05(a)(iv) shall be paid to the Discount Prepayment Accepting Lenders, Participating Lenders, or Qualifying Lenders, as applicable, and shall be applied to the relevant Loans of such Lenders in accordance with their respective pro rata share of the Term Loans being prepaid. In connection with each prepayment pursuant to this Section 2.05(a)(iv), the Borrower shall make a representation to the Term Lenders that it does not possess material non-public information (within the meaning of the United States and state securities laws) with respect to the Borrower or its Subsidiaries or the securities of any of them that (A) has not been disclosed to the Term Lenders generally (other than Term Lenders who elect not to receive such information) and (B) would reasonably be expected to have a material effect upon or otherwise be material to a Lenders decision to assign Loans, and shall waive any right to bring any action against the Administrative Agent, in its capacity as such, in connection with any such Discounted Term Loan Prepayment.
(G) To the extent not expressly provided for herein, each Discounted Term Loan Prepayment shall be consummated pursuant to procedures consistent with the provisions in this Section 2.05(a)(iv), established by the Auction Agent acting in its reasonable discretion and as reasonably agreed by the Borrower.
(H) Notwithstanding anything in any Loan Document to the contrary, for purposes of this Section 2.05(a)(iv), each notice or other communication required to be delivered or otherwise provided to the Auction Agent (or its delegate) shall be deemed to have been given upon Auction Agents (or its delegates) actual receipt during normal business hours of such notice or communication; provided that any notice or communication actually received outside of normal business hours shall be deemed to have been given as of the opening of business on the next Business Day.
(I) The Borrower and the Term Lenders acknowledge and agree that the Auction Agent may perform any and all of its duties under this Section 2.05(a)(iv) by itself or through any Affiliate of the Auction Agent and expressly consents to any such delegation of duties by the Auction Agent to such Affiliate and the performance of such delegated duties by such Affiliate. The exculpatory provisions pursuant to this Agreement shall apply to each Affiliate of the Auction Agent and its respective activities in connection with any Discounted Term Loan Prepayment provided for in this Section 2.05(a)(iv) as well as activities of the Auction Agent.
(J) The Borrower shall have the right, by written notice to the Auction Agent, to revoke in full (but not in part) its offer to make a Discounted Term Loan Prepayment and rescind the applicable Specified Discount Prepayment Notice, Discount Range Prepayment Notice or Solicited Discounted Prepayment
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Notice therefor at its discretion at any time on or prior to the applicable Specified Discount Prepayment Response Date (and if such offer is revoked pursuant to the preceding clauses, any failure by the Borrower to make any prepayment to a Lender, as applicable, pursuant to this Section 2.05(a)(iv) shall not constitute a Default or Event of Default under Section 8.01 or otherwise).
(K) The Borrower shall not use the proceeds from Revolving Credit Loans or Swing Line Loans to make a voluntary prepayment pursuant to this Section 2.05(a)(iv).
(b) Mandatory.
(i) Within five Business Days after financial statements have been (or are required to be) delivered pursuant to Section 6.01(a) for the fiscal year ended December 31, 2014 and each fiscal year thereafter and the related Compliance Certificate has been (or is required to be) delivered pursuant to Section 6.02(b), the Borrower shall prepay an aggregate principal amount of Loans equal to the excess (if any) of (A) 50% of Excess Cash Flow for the fiscal year covered by such financial statements over (B) the aggregate principal amount of Term Loans prepaid pursuant to Section 2.05(a)(i) and an amount equal to the discounted amount actually paid by the Borrower in respect of the principal amount of Term Loans voluntarily prepaid pursuant to Section 2.05(a)(iv) during the applicable fiscal year or during the period after such year-end but before the Excess Cash Flow payment is due and made so long as (i) such prepayment is not deducted in the following fiscal year and (ii) such prepayment is financed with Internally Generated Cash; provided the percentage of Excess Cash Flow required to be applied in any given fiscal year as a prepayment will be subject to (1) a step-down to 25% if the Borrowers Consolidated Leverage Ratio is less than or equal to 3.25:1:0 as of the end of such fiscal year and (2) a step-down to 0% if the Borrowers Consolidated Leverage Ratio is less than or equal to 2.75:1:0 as of the end of such fiscal year.
(ii) If (x) the Borrower or any of its Subsidiaries Disposes of any property (other than any Disposition of any property permitted by Section 7.05(a), (b), (c), (d), (e,), (f), (g), (h), (i), (j), (k), (m) and (n) provided that the exclusion for Section 7.05(k) shall only apply to the first $35,000,000 of Net Cash Proceeds received by the Borrower after the Closing Date from Dispositions of property pursuant to such Section and all Net Cash Proceeds in excess of such amount shall be applied as set forth in this Section 2.05(b)(ii)) or (y) any Casualty Event occurs which results in the realization by such Person of Net Cash Proceeds in excess of $5,000,000 for any occurrence, the Borrower shall prepay an aggregate principal amount of Loans equal to 100% of such Net Cash Proceeds within five Business Days of receipt thereof by such Person (such prepayments to be applied as set forth in clauses (v) and (viii) below); provided, however, that, at the election of the Borrower (as notified by the Borrower to the Administrative Agent on or prior to the date such prepayment is required to be made), and so long as no Default or Event of Default shall have occurred and be continuing, the Borrower or such Subsidiary may reinvest all or any portion of such Net Cash Proceeds in operating assets of the Borrower or its Subsidiaries so long as within 365 days after the receipt of such Net Cash Proceeds, such reinvestment shall have been consummated (or a binding agreement to reinvest shall have been entered into within such 365 day period and such reinvestment shall have been made within 455 days after receipt of such Net Cash Proceeds) (as certified by the Borrower in writing to the Administrative Agent); and provided further, however, that any Net Cash Proceeds not so reinvested shall be immediately applied to the prepayment of the Loans as set forth in this Section 2.05(b)(ii).
(iii) Upon the incurrence or issuance by the Borrower or any of its Subsidiaries of any Specified Prepayment Debt, Credit Agreement Refinancing Indebtedness or other Indebtedness (other than Indebtedness expressly permitted to be incurred or issued pursuant to Section 7.02), the Borrower shall prepay an aggregate principal amount of Loans (or, in the case of Specified Prepayment Debt and Credit Agreement Refinancing Indebtedness, the Term Loans being refinanced) equal to 100% of all Net Cash Proceeds received therefrom immediately upon receipt thereof by the Borrower or such Subsidiary (such prepayments to be applied as set forth in clauses (v) and (viii) below).
(iv) [Reserved].
(v) Except as may otherwise be set forth in any Refinancing Amendment, Term Extension Request or any Additional Facility Joinder Agreement and subject to Section 2.05(b)(ix), each prepayment of Loans pursuant to the foregoing provisions of this Section 2.05(b) shall be applied ratably to each of the Term B Facility and the Term C Facility and to the principal repayment installments thereof in direct order of maturity; provided that any prepayment of Term Loans with the Net Cash Proceeds of Credit Agreement Refinancing Indebtedness shall be applied solely to each applicable Class of Refinanced Term Debt.
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(vi) Notwithstanding any of the other provisions of clause (ii), (iii) or (iv) of this Section 2.05(b), so long as no Default under Section 8.01(a) or Section 8.01(f), or Event of Default shall have occurred and be continuing, if, on any date on which a prepayment would otherwise be required to be made pursuant to clause (ii), (iii) or (iv) of this Section 2.05(b), the aggregate amount of Net Cash Proceeds required by such clause to be applied to prepay Loans on such date is less than or equal to $5,000,000, the Borrower may defer such prepayment until the first date on which the aggregate amount of Net Cash Proceeds or other amounts otherwise required under any such clause (ii), (iii) or (iv) of this Section 2.05(b) to be applied to prepay Loans exceeds $5,000,000. During such deferral period the Borrower may apply all or any part of such aggregate amount to prepay Revolving Credit Loans and may, subject to the fulfillment of the applicable conditions set forth in Article IV, reborrow such amounts (which amounts, to the extent originally constituting Net Cash Proceeds, shall be deemed to retain their original character as Net Cash Proceeds when so reborrowed) for application as required by this Section 2.05(b). Upon the occurrence of a Default under Section 8.01(a) or Section 8.01(f), or an Event of Default during any such deferral period, the Borrower shall immediately prepay the Loans in the amount of all Net Cash Proceeds received by the Borrower and other amounts, as applicable, that are required to be applied to prepay Loans under this Section 2.05(b) (without giving effect to the first and second sentences of this clause (vi)) but which have not previously been so applied.
(vii) If for any reason the Total Revolving Credit Outstandings at any time exceed the Revolving Credit Facility at such time, the Borrower shall immediately prepay Revolving Credit Loans, Swing Line Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations (other than the L/C Borrowings) in an aggregate amount equal to such excess in accordance with Section 2.05(b)(viii).
(viii) Prepayments of the Revolving Credit Facility made pursuant to this Section 2.05(b), first, shall be applied ratably to the L/C Borrowings and the Swing Line Loans, second, shall be applied ratably to the outstanding Revolving Credit Loans, and, third, shall be used to Cash Collateralize the remaining L/C Obligations; and, in the case of prepayments of the Revolving Credit Facility required pursuant to clause (i), (ii), (iii) or (iv) of this Section 2.05(b), the amount remaining, if any, after the prepayment in full of all L/C Borrowings, Swing Line Loans and Revolving Credit Loans outstanding at such time and the Cash Collateralization of the remaining L/C Obligations in full (the sum of such prepayment amounts, cash collateralization amounts and remaining amount being, collectively, the Reduction Amount) may be retained by the Borrower for use in the ordinary course of its business, and the Revolving Credit Facility shall be automatically and permanently reduced by the Reduction Amount as set forth in Section 2.06(b)(i). Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Borrower or any other Loan Party) to reimburse the L/C Issuer or the Revolving Credit Lenders, as applicable.
(ix) The Borrower shall notify the Administrative Agent in writing of any mandatory prepayment of Term Loans required to be made pursuant to this Section 2.05(b) at least five (5) Business Days prior to the date of such prepayment. Each such notice shall specify the date of such prepayment and provide a reasonably detailed calculation of the amount of such prepayment. The Administrative Agent will promptly notify each Term Lender of the contents of any such prepayment notice and of such Term Lenders ratable portion of such prepayment (based on such Lenders Applicable Percentage in respect of the Term Facilities). Any Term Lender (a Declining Term Lender) may elect, by delivering, not less than three (3) Business Days prior to the proposed prepayment date, a written notice, that any mandatory prepayment (other than any mandatory prepayment with the proceeds of any Specified Prepayment Debt and any Credit Agreement Refinancing Indebtedness) otherwise required to be made with respect to the Term Loans held by such Term Lender pursuant to this Section 2.05(b) not be made (the aggregate amount of such prepayments declined by the Declining Term Lenders, the Declined Prepayment Amount). Any Declining Term Lender may elect, by delivering, not less than one (1) Business Day prior to the proposed prepayment date, a written notice, that such Lenders ratable portion of such Declined Prepayment Amount not be applied to repay such Lenders Term Loans, in which case the portion of such Declined Prepayment Amount which would otherwise have been applied to such Term Loans of the Declining Term Lenders shall instead be retained by the Borrower and may be used pursuant to the Available Amount. For the avoidance of doubt, the Borrower may, at its option, apply any amounts retained in accordance with this subclause (ix) to prepay loans in accordance with Section 2.05(a) above.
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2.06. Termination or Reduction of Commitments.
(a) Optional. The Borrower may, upon notice to the Administrative Agent, terminate the Revolving Credit Facility, the Letter of Credit Sublimit or the Swing Line Sublimit, or from time to time permanently reduce the Revolving Credit Facility, the Letter of Credit Sublimit or the Swing Line Sublimit; provided that (i) any such notice shall be received by the Administrative Agent not later than 12:00 noon, three Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $3,000,000 or any whole multiple of $1,000,000 in excess thereof or, if less, the entire outstanding principal balance thereof, and (iii) the Borrower shall not terminate or reduce (A) the Revolving Credit Facility if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Credit Outstandings would exceed the Revolving Credit Facility, (B) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, or (C) the Swing Line Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Swing Line Loans would exceed the Swing Line Sublimit.
(b) Mandatory.
(i) The Revolving Credit Facility shall be automatically and permanently reduced on each date on which the prepayment of Revolving Credit Loans outstanding thereunder is required to be made pursuant to Section 2.05(b)(i), (ii), (iii), or (iv) by an amount equal to the applicable Reduction Amount.
(ii) If, after giving effect to any reduction or termination of Revolving Credit Commitments under this Section 2.06, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the Revolving Credit Facility at such time, the Letter of Credit Sublimit or the Swing Line Sublimit, as the case may be, shall be automatically reduced by the amount of such excess.
(c) Application of Commitment Reductions; Payment of Fees. The Administrative Agent will promptly notify the Lenders of any termination or reduction of the Letter of Credit Sublimit, Swing Line Sublimit or the Revolving Credit Commitment under this Section 2.06. Upon any reduction of the Revolving Credit Commitments, the Revolving Credit Commitment of each Revolving Credit Lender shall be reduced by such Lenders Applicable Revolving Credit Percentage of such Reduction Amount. All fees in respect of the Revolving Credit Facility accrued until the effective date of any termination of the Revolving Credit Facility shall be paid on the effective date of such termination.
2.07. Repayment of Loans.
(a) Initial Term B Loans. The Borrower shall repay to the Administrative Agent for the ratable account of the Appropriate Lenders of Initial Term B Loans (i) on the last Business Day of each March, June, September and December, commencing with the first full quarter after the Closing Date, an aggregate amount equal to 0.25% of the aggregate principal amount of all Initial Term B Loans outstanding on the Closing Date (which payments shall be reduced as a result of the application of prepayments in accordance with the order of priority set forth in Section 2.05) and (ii) on the Maturity Date for the Initial Term B Loans, the aggregate principal amount of all Initial Term B Loans outstanding on such date.
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(b) Initial Term C Loans. The Borrower shall repay to the Administrative Agent for the ratable account of the Appropriate Lenders of Initial Term C Loans on each of the following dates (or, if any such day is not a Business Day, the Business Day immediately preceding such date) and on the Maturity Date for the Initial Term C Loans the principal amount of Initial Term C Loans opposite such date below (which payments shall be reduced as a result of the application of prepayments in accordance with the order of priority set forth in Section 2.05):
Date |
Amount of Principal Payment | |||
March 31, 2014 |
$ | 2,906,250.00 | ||
June 30, 2014 |
$ | 2,906,250.00 | ||
September 30, 2014 |
$ | 2,906,250.00 | ||
December 31, 2014 |
$ | 2,906,250.00 | ||
March 31, 2015 |
$ | 4,843,750.00 | ||
June 30, 2015 |
$ | 4,843,750.00 | ||
September 30, 2015 |
$ | 4,843,750.00 | ||
December 31, 2015 |
$ | 4,843,750.00 | ||
March 31, 2016 |
$ | 5,812,500.00 | ||
June 30, 2016 |
$ | 5,812,500.00 | ||
September 30, 2016 |
$ | 5,812,500.00 | ||
December 31, 2016 |
$ | 5,812,500.00 | ||
March 31, 2017 |
$ | 7,750,000.00 | ||
June 30, 2017 |
$ | 7,750,000.00 | ||
September 30, 2017 |
$ | 7,750,000.00 | ||
December 31, 2017 |
$ | 7,750,000.00 | ||
March 31, 2018 |
$ | 15,500,000.00 | ||
June 30, 2018 |
$ | 15,500,000.00 | ||
September 30, 2018 |
$ | 15,500,000.00 | ||
Maturity Date of Initial Term C Loans |
|
The entire unpaid principal amount of all Initial Term C Loans |
|
(c) Revolving Credit Loans. The Borrower shall repay to the Revolving Credit Lenders on the Maturity Date for the Revolving Credit Commitments as of the Closing Date the aggregate principal amount of all Revolving Credit Loans outstanding on such date.
(d) Swing Line Loans. The Borrower shall repay each Swing Line Loan on the earlier to occur of (i) the date twenty Business Days after such Loan is made and (ii) the Maturity Date for the Revolving Credit Commitments as of the Closing Date.
(e) Additional Term Loans and Other Term Loans. The Borrower shall repay to the Administrative Agent for the ratable account of the Appropriate Lenders of Additional Term Loans or Other Term Loans on each date set forth in the applicable Additional Facility Joinder Agreement or Refinancing Amendment, as applicable, such amount of such Additional Term Loans or Other Term Loans as agreed in such Additional Facility Joinder Agreement or Refinancing Amendment.
(f) Additional Revolving Credit Loans. The Borrower promises to repay to the Administrative Agent for the ratable account of each Appropriate Lender of Additional Revolving Credit Loans the aggregate unpaid principal amount of all Additional Revolving Credit Loans (including any Letters of Credit and Swing Line Loans) of such Lenders on the Maturity Date of such Additional Revolving Credit Loans or earlier, if otherwise required by the terms hereof.
2.08. Interest.
(a) Subject to the provisions of Section 2.08(b), (i) each Eurodollar Rate Loan under a Facility shall bear interest on the outstanding principal amount thereof for each Interest Period at a rate per annum equal to the Eurodollar Rate for such Interest Period plus the Applicable Rate for such Facility; (ii) each Base Rate Loan under a Facility shall bear interest on the outstanding principal amount thereof from the applicable borrowing date at a rate per annum equal to the Base Rate plus the Applicable Rate for such Facility; and (iii) each Swing Line Loan shall bear interest on the outstanding principal amount thereof from the applicable borrowing date at a rate per annum equal to the Base Rate plus the Applicable Rate for the Revolving Credit Facility.
(b) (i) If any amount of principal of any Loan is not paid when due (without regard to any applicable grace periods), whether at stated maturity, by acceleration or otherwise, such amount shall thereafter bear interest at a fluctuating interest rate per annum at all times equal to the Default Rate to the fullest extent permitted by applicable Laws.
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(ii) If any amount (other than principal of any Loan) payable by the Borrower under any Loan Document is not paid when due (after giving effect to any applicable grace periods), whether at stated maturity, by acceleration or otherwise, then upon the request of the Required Facility Lenders under the applicable Facility such amount shall thereafter bear interest at a fluctuating interest rate per annum at all times equal to the Default Rate to the fullest extent permitted by applicable Laws.
(iii) Upon the request of the Required Lenders, while any Event of Default under Section 8.01(a), (f) or (g) exists, the Borrower shall pay interest on the principal amount of all outstanding Obligations hereunder at a fluctuating interest rate per annum at all times equal to the Default Rate to the fullest extent permitted by applicable Laws.
(iv) Accrued and unpaid interest on past due amounts (including interest on past due interest) shall be due and payable upon demand.
(c) Interest on each Loan shall be due and payable in arrears on each Interest Payment Date applicable thereto and at such other times as may be specified herein. Interest hereunder shall be due and payable in accordance with the terms hereof before and after judgment, and before and after the commencement of any proceeding under any Debtor Relief Law.
2.09. Fees. In addition to certain fees described in Sections 2.03(h) and (i):
(a) Commitment Fee. The Borrower shall pay to the Administrative Agent for the account of each Revolving Credit Lender in accordance with its Applicable Revolving Credit Percentage, a commitment fee in a per annum rate equal to 0.50% times the actual daily amount by which the Revolving Credit Facility exceeds the sum of (i) the Outstanding Amount of Revolving Credit Loans (other than Swing Line Loans) and (ii) the Outstanding Amount of L/C Obligations, subject to adjustment as provided in Section 2.16; provided that the amount of such commitment fee shall decrease to a per annum rate of 0.375% for any fiscal quarter if the Borrowers Consolidated Leverage Ratio is less than or equal to 4.00:1.00 as of the end of the applicable fiscal quarter. The commitment fee shall accrue at all times during the Availability Period, including at any time during which one or more of the conditions in Article IV is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Closing Date, and on the last day of the Availability Period for the Revolving Credit Facility.
(b) Other Fees.
(i) The Borrower shall pay to the Arrangers for their own respective accounts fees in the amounts and at the times specified in the Engagement Letter. Such fees shall be fully earned when paid and shall not be refundable for any reason whatsoever.
(ii) The Borrower shall pay to the Administrative Agent for its own account fees in the amounts and at the times specified in the Agency Fee Letter. Such fees shall be fully earned when paid and shall not be refundable for any reason whatsoever.
(iii) The Borrower shall pay to the Lenders such fees as shall have been separately agreed upon in writing in the amounts and at the times so specified. Such fees shall be fully earned when paid and shall not be refundable for any reason whatsoever.
(iv) The Borrower shall pay to the Administrative Agent, (A) for the account of each Term B Lender on the Closing Date, an upfront fee equal to 1.00% of the aggregate principal amount of the Initial Term B Loans made on the Closing Date, which may be reflected as original issue discount, (B) for the account of each Term C Lender on the Closing Date, an upfront fee equal to 0.50% of the aggregate principal amount of the Initial Term C Loans made on the Closing Date, which may be reflected as original issue discount and (C) for the account of each Revolving Credit Lender on the Closing Date, an upfront fee equal to 1.00% of the aggregate amount of its Revolving Credit Commitments on the Closing Date. All such fees payable under this Section 2.09(b)(iv) shall be payable in full on the Closing Date.
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2.10. Computation of Interest and Fees. All computations of interest for Base Rate Loans including Base Rate Loans (determined by reference to the Eurodollar Rate) shall be made on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed. All other computations of fees and interest shall be made on the basis of a 360-day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365-day year). Interest shall accrue on each Loan for the day on which the Loan is made, and shall not accrue on a Loan, or any portion thereof, for the day on which the Loan or such portion is paid, provided that any Loan that is repaid on the same day on which it is made shall, subject to Section 2.12(a), bear interest for one day. Each determination by the Administrative Agent of an interest rate or fee hereunder shall be conclusive and binding for all purposes, absent manifest error.
2.11. Evidence of Debt.
(a) The Credit Extensions made by each Lender shall be evidenced by one or more accounts or records maintained by such Lender and by the Administrative Agent in the ordinary course of business. The accounts or records maintained by the Administrative Agent and each Lender shall be conclusive absent manifest error of the amount of the Credit Extensions made by the Lenders to the Borrower and the interest and payments thereon. Any failure to so record or any error in doing so shall not, however, limit or otherwise affect the obligation of the Borrower hereunder to pay any amount owing with respect to the Obligations. In the event of any conflict between the accounts and records maintained by any Lender and the accounts and records of the Administrative Agent in respect of such matters, the accounts and records of the Administrative Agent shall control in the absence of manifest error. Upon the request of any Lender made through the Administrative Agent, the Borrower shall execute and deliver to such Lender (through the Administrative Agent) a Note, which shall evidence such Lenders Loans in addition to such accounts or records. Each Lender may attach schedules to its Note and endorse thereon the date, Type (if applicable), amount and maturity of its Loans and payments with respect thereto.
(b) In addition to the accounts and records referred to in Section 2.11(a), each Lender and the Administrative Agent shall maintain in accordance with its usual practice accounts or records evidencing the purchases and sales by such Lender of participations in Letters of Credit and Swing Line Loans. In the event of any conflict between the accounts and records maintained by the Administrative Agent and the accounts and records of any Lender in respect of such matters, the accounts and records of the Administrative Agent shall control in the absence of manifest error.
2.12. Payments Generally; Administrative Agents Clawback.
(a) General. All payments to be made by the Borrower shall be made without condition or deduction for any counterclaim, defense, recoupment or setoff. Except as otherwise expressly provided herein, all payments by the Borrower hereunder shall be made to the Administrative Agent, for the account of the respective Lenders to which such payment is owed, at the Administrative Agents Office in Dollars and in immediately available funds not later than 2:00 p.m. on the date specified herein. The Administrative Agent will promptly distribute to each Lender its Applicable Percentage in respect of the relevant Facility (or other applicable share as provided herein) of such payment in like funds as received by wire transfer to such Lenders Lending Office. All payments received by the Administrative Agent after 2:00 p.m. shall be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue. If any payment to be made by the Borrower shall come due on a day other than a Business Day, payment shall be made on the next preceding Business Day, and such extension of time shall be reflected in computing interest or fees, as the case may be.
(b) (i) Funding by Lenders; Presumption by Administrative Agent. Unless the Administrative Agent shall have received notice from a Lender prior to the proposed date of any Borrowing of Eurodollar Rate Loans (or, in the case of any Borrowing of Base Rate Loans, prior to 12:00 noon on the date of such Borrowing) that such Lender will not make available to the Administrative Agent such Lenders share of such Borrowing, the Administrative Agent may assume that such Lender has made such share available on such date in accordance with Section 2.02 (or, in the case of a Borrowing of Base Rate Loans, that such Lender has made such share available in accordance with and at the time required by Section 2.02) and may, in reliance upon such assumption, make available to the Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable Borrowing available to the Administrative Agent, then the applicable Lender and the Borrower severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount in immediately available funds
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with interest thereon, for each day from and including the date such amount is made available to the Borrower to but excluding the date of payment to the Administrative Agent, at (A) in the case of a payment to be made by such Lender, the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation, plus any administrative, processing or similar fees customarily charged by the Administrative Agent in connection with the foregoing, and (B) in the case of a payment to be made by the Borrower, the interest rate applicable to Base Rate Loans. If the Borrower and such Lender shall pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to the Borrower the amount of such interest paid by the Borrower for such period. If such Lender pays its share of the applicable Borrowing to the Administrative Agent, then the amount so paid shall constitute such Lenders Loan included in such Borrowing. Any payment by the Borrower shall be without prejudice to any claim the Borrower may have against a Lender that shall have failed to make such payment to the Administrative Agent.
(ii) Payments by Borrower; Presumptions by Administrative Agent. Unless the Administrative Agent shall have received notice from the Borrower prior to the time at which any payment is due to the Administrative Agent for the account of the Lenders or the L/C Issuer hereunder that the Borrower will not make such payment, the Administrative Agent may assume that the Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Appropriate Lenders or the L/C Issuer, as the case may be, the amount due. In such event, if the Borrower has not in fact made such payment, then each of the Appropriate Lenders or the L/C Issuer, as the case may be, severally agrees to repay to the Administrative Agent forthwith on demand the amount so distributed to such Lender or the L/C Issuer, in immediately available funds with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent, at the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation.
A notice of the Administrative Agent to any Lender or the Borrower with respect to any amount owing under this subsection (b) shall be conclusive, absent manifest error.
(c) Failure to Satisfy Conditions Precedent. If any Lender makes available to the Administrative Agent funds for any Loan to be made by such Lender as provided in the foregoing provisions of this Article II, and such funds are not made available to the Borrower by the Administrative Agent because the conditions to the applicable Credit Extension set forth in Article IV are not satisfied or waived in accordance with the terms hereof, the Administrative Agent shall return such funds (in like funds as received from such Lender) to such Lender, without interest.
(d) Obligations of Lenders Several. The obligations of the Lenders hereunder to make Term Loans and Revolving Credit Loans, to fund participations in Letters of Credit and Swing Line Loans and to make payments pursuant to Section 10.04(c) are several and not joint. The failure of any Lender to make any Loan, to fund any such participation or to make any payment under Section 10.04(c) on any date required hereunder shall not relieve any other Lender of its corresponding obligation to do so on such date, and no Lender shall be responsible for the failure of any other Lender to so make its Loan, to purchase its participation or to make its payment under Section 10.04 (c).
(e) Funding Source. Nothing herein shall be deemed to obligate any Lender to obtain the funds for any Loan in any particular place or manner or to constitute a representation by any Lender that it has obtained or will obtain the funds for any Loan in any particular place or manner.
(f) Insufficient Funds. If at any time insufficient funds are received by and available to the Administrative Agent to pay fully all amounts of principal, L/C Borrowings, interest and fees then due hereunder, such funds shall be applied (i) first, toward payment of interest and fees then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of interest and fees then due to such parties, and (ii) second, toward payment of principal and L/C Borrowings then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of principal and L/C Borrowings then due to such parties.
2.13. Sharing of Payments by Lenders. If any Lender shall, by exercising any right of setoff or counterclaim or otherwise, obtain payment in respect of (a) Obligations in respect of any the Facilities due and payable to such Lender hereunder and under the other Loan Documents at such time in excess of its ratable share (according to
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the proportion of (i) the amount of such Obligations due and payable to such Lender at such time to (ii) the aggregate amount of the Obligations in respect of the Facilities due and payable to all Lenders hereunder and under the other Loan Documents at such time) of payments on account of the Obligations in respect of the Facilities due and payable to all Lenders hereunder and under the other Loan Documents at such time obtained by all the Lenders at such time or (b) Obligations in respect of any of the Facilities owing (but not due and payable) to such Lender hereunder and under the other Loan Documents at such time in excess of its ratable share (according to the proportion of (i) the amount of such Obligations owing (but not due and payable) to such Lender at such time to (ii) the aggregate amount of the Obligations in respect of the Facilities owing (but not due and payable) to all Lenders hereunder and under the other Loan Parties at such time) of payment on account of the Obligations in respect of the Facilities owing (but not due and payable) to all Lenders hereunder and under the other Loan Documents at such time obtained by all of the Lenders at such time then the Lender receiving such greater proportion shall (a) notify the Administrative Agent of such fact, and (b) purchase (for cash at face value) participations in the Loans and subparticipations in L/C Obligations and Swing Line Loans of the other Lenders, or make such other adjustments as shall be equitable, so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of Obligations in respect of the Facilities then due and payable to the Lenders or owing (but not due and payable) to the Lenders, as the case may be, provided that:
(i) if any such participations or subparticipations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations or subparticipations shall be rescinded and the purchase price restored to the extent of such recovery, without interest; and
(ii) the provisions of this Section shall not be construed to apply to (1) any payment made by or on behalf of the Borrower pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender), (2) the application of Cash Collateral provided for in Section 2.15, (3) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or subparticipations in L/C Obligations or Swing Line Loans to any assignee or participant, other than an assignment to the Borrower or any Affiliate thereof (as to which the provisions of this Section shall apply), (4) Section 2.14, (5) Section 2.17, (6) Section 2.18 or (7) Section 2.19.
The Borrower consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against the Borrower rights of setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the Borrower in the amount of such participation.
2.14. Increase in Commitments.
(a) So long as no Default or Event of Default has occurred and is continuing or would result therefrom, upon notice to the Administrative Agent, at any time after the Closing Date, the Borrower may request Additional Term Commitments or Additional Revolving Credit Commitments (it being understood and agreed that (i) at the election of the Borrower, such additional commitments in respect of any loans shall be implemented through (x) the addition of additional new tranches of Term B Loans, Term C Loans or Revolving Credit Commitments that may be a separate Class of loans or (y) the implementation of an increase in existing Term Loans of a particular Class or an increase in existing Revolving Credit Commitments of a particular Class and (ii) if the Borrower makes such election, the provisions of this Section 2.14 shall be read in a manner that permits such election to be implemented); provided that the Borrower is only permitted to implement four additional commitments in respect of any loans under this Section 2.14; provided further that (i) after giving effect to any such addition, the aggregate amount of Additional Term Commitments and Additional Revolving Credit Commitments that have been added pursuant to this Section 2.14 shall not exceed an amount such that the Consolidated Senior Secured Leverage Ratio does not exceed 3.25 to 1.00 as of the most recently completed period for which the financial statements required by Section 6.01(a) and (b) were required to be delivered after giving effect to such Additional Term Commitments or Additional Revolving Credit Commitments, as applicable, on a Pro Forma Basis (and, in each case, in connection with the incurrence of any Additional Revolving Credit Commitments, assuming a Borrowing of the maximum amount of Loans available under such Additional Revolving Credit Commitments), (ii) any such addition shall be in an aggregate amount of $10,000,000 or any whole multiple of $1,000,000 in excess thereof (provided that such amount may be less than $10,000,000 if such amount represents all remaining availability under the aggregate limit in respect of
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Additional Term Commitments and Additional Revolving Credit Commitments set forth in clause (i) to this proviso), (iii) the final maturity date of any Additional Term Loans shall be no earlier than the Maturity Date for the Initial Term B Loans (unless such Additional Term Loan is an Additional Term C Loan, in which case the final maturity date of such Additional Term Loan shall be no earlier than the Maturity Date for the Initial Term C Loans), (iv) the weighted average life to maturity of the Additional Term Loans shall be no shorter than the remaining weighted average life to maturity of the Initial Term B Loans (unless such Additional Term Loan is an Additional Term C Loan, in which case the weighted average life to maturity of such Additional Term Loan shall be no shorter than the weighted average life to maturity of the Initial Term C Loans), (v) in the case of an Additional Revolving Credit Commitment, the maturity date of such Additional Revolving Credit Commitment shall be no earlier than the Maturity Date applicable to the Revolving Credit Facility, and such Additional Revolving Credit Commitment shall require no scheduled amortization or mandatory commitment reduction prior to such Maturity Date and such Additional Revolving Credit Commitment shall be on the exact same terms and pursuant to the exact same documentation applicable to the Revolving Credit Facility, (vi) no Lender shall be required to participate in the Additional Term Commitments or the Additional Revolving Credit Commitments, (vii) the interest rate and amortization schedule applicable to the Additional Term Commitments shall be determined by the Borrower and the lenders thereof; provided that in the event that the interest margins applicable to any such Additional Term Commitments (other than Additional Term C Commitments) are greater than the interest margins for the Initial Term B Loans by more than 50 basis points, then the interest margins for the Initial Term B Loans shall be increased to the extent necessary so that the interest margins for such Additional Term Commitments are no more than 50 basis points greater than the interest margins for the Initial Term B Loans (it being understood that the provisions of this proviso shall not apply to the Initial Term C Loans); provided, further, that, in determining the applicable interest rate margins for such Additional Term Commitments and the Initial Term B Loans, (A) original issue discount (OID) or upfront fees (which shall be deemed to constitute like amounts of OID) payable by the Borrower to the Lenders under the Initial Term B Loans or any Additional Term Commitments in the initial primary syndication thereof shall be included (with OID being equated to interest based on assumed four-year life to maturity), (B) customary arrangement, structuring or other fees payable by the Borrower to any of the Arrangers (or their respective Affiliates) in connection with the Initial Term B Loans or to one or more arrangers (or their Affiliates) of any Additional Term Commitments and that are not shared with all Lenders providing Additional Term Commitments shall be excluded, and (C) if such Additional Term Commitments include an interest rate floor greater than the interest rate floor applicable to the Initial Term B Loans, such increased amount shall be equated to the applicable interest rate margin for purposes of determining whether an increase to the interest margins for the Initial Term B Loans shall be required, to the extent an increase in the interest rate floor for the Initial Term B Loans would cause an increase in the interest rate then in effect thereunder, and in such case the interest rate floor (but not the interest margins for the Initial Term B Loans) applicable to the Initial Term B Loans shall be increased by such amount; and (viii) the Additional Term Loans shall rank pari passu in right of payment and of security with the other Loans. Any Additional Term Loans may participate on a pro rata basis or on a less than pro rata basis (but not on a greater than pro rata basis) in any voluntary or mandatory prepayments hereunder, as specified in the Additional Facility Joinder Agreement.
(b) If any Additional Term Commitments or Additional Revolving Credit Commitments are added in accordance with this Section 2.14, the Administrative Agent and the Borrower shall determine the effective date (the Additional Commitments Effective Date) of such addition. Additional Term Loans may be made, and Additional Revolving Credit Commitments may be provided, by any existing Lender (and each existing Term Lender will have the right, but not an obligation, to make a portion of any Additional Term Loans and each existing Revolving Credit Lender will have the right, but not an obligation, to provide a portion of any Revolving Credit Commitments, in each case on terms permitted in this Section 2.14 and otherwise on terms reasonably acceptable to the Administrative Agent) or by any Additional Lender, provided that the Administrative Agent shall have consented (such consent not to be unreasonably withheld) to such Lenders or Additional Lenders providing such Additional Revolving Credit Commitments if such consent would be required under Section 10.06(b) for an assignment of Revolving Credit Commitments to such Lender or Additional Lender. As a condition precedent to such addition, the Borrower shall deliver to the Administrative Agent a certificate dated as of the Additional Commitments Effective Date signed by a Responsible Officer of the Borrower certifying that, before and after giving effect to such increase, (i) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects (provided that representations and warranties that are qualified by maturity shall be true and correct in all respects) on and as of the Additional Commitments Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall have been true and correct in all material respects (provided that representations and warranties that are qualified by maturity shall be true and correct in all
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respects) as of such earlier date, and except that for purposes of this Section 2.14(b), the representations and warranties contained in Section 5.05(a) and Section 5.05(b) shall be deemed to refer to the most recent financial statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01, (ii) no Default or Event of Default exists immediately before or immediately after giving effect to such addition, and (iii) after giving effect to the making of Additional Term Loans or Additional Revolving Credit Loans, as applicable, and on a Pro Forma Basis (and with respect to any Additional Revolving Credit Loans, in the case of clause (B), assuming the Revolving Credit Facility is fully drawn), the Borrower is in compliance with the covenant set forth in Section 7.11, as of the most recently completed period for which the financial statements required by Section 6.01(a) and (b) were required to be delivered. On each Additional Commitments Effective Date, each applicable Lender or other Person which is providing an Additional Term Commitment or an Additional Revolving Credit Commitment (i) in the case of any Additional Revolving Credit Commitment, shall become a Revolving Credit Lender for all purposes of this Agreement and the other Loan Documents, (ii) in the case of any Additional Term B Commitment, shall make an Additional Term B Commitment to the Borrower in a principal amount equal to such Lenders or Persons Additional Term B Commitment and shall become a Term B Lender and a Term Lender for all purposes of this Agreement and the other Loan Documents and (iii) in the case of any Additional Term C Commitment, shall make an Additional Term C Commitment to the Borrower in a principal amount equal to such Lenders or Persons Additional Term C Commitment and shall become a Term C Lender and a Term Lender for all purposes of this Agreement and the other Loan Documents. Any Additional Revolving Credit Loan shall be a Revolving Credit Loan for all purposes of this Agreement and the other Loan Documents. The Borrower shall prepay any Revolving Credit Loans outstanding on the Additional Commitments Effective Date with respect to any Additional Revolving Credit Commitment (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Revolving Credit Loans ratable with any revised Applicable Revolving Credit Percentages arising from any nonratable increase in the Revolving Credit Commitments.
(c) Any other terms of and documentation entered into in respect of any Additional Term B Loans or Additional Term C Loans made or any Additional Revolving Credit Commitments provided, in each case pursuant to this Section 2.14, shall be consistent with the Term B Loans, Term C Loans or the Revolving Credit Commitments, as the case may be, (including with respect to voluntary and mandatory prepayments), other than as contemplated by Section 2.14(a)(iii), (iv) or (vii) above; provided that such other terms and documentation in respect of any Additional Term B Loans or Additional Term C Loans may be materially different from those of the Term B Loans or the Term C Loans, respectively, to the extent such difference shall be reasonably satisfactory to the Administrative Agent; provided, further, that any Additional Term Loans made or any Additional Revolving Credit Commitments provided, as applicable, shall be effected pursuant to one or more joinder agreements or amendments (each, an Additional Facility Joinder Agreement) executed and delivered by the Borrower, the Administrative Agent and the applicable Additional Lenders, and to the extent applicable, the L/C Issuer and the Swing Line Lender. Any Additional Term Loans or Additional Revolving Credit Commitments, as applicable, made or provided pursuant to this Section 2.14 shall be evidenced by one or more entries in the accounts or records maintained by the Administrative Agent in accordance with the provisions set forth in Section 2.11.
(d) This Section 2.14 shall supersede any provisions in Section 2.13 or Section 10.01 to the contrary. Notwithstanding any other provision of any Loan Document, the Loan Documents may be amended by the Administrative Agent and the Loan Parties, if necessary, to provide for terms applicable to each Additional Term B Commitment and/or Additional Revolving Credit Commitment, as the case may be.
2.15. Cash Collateral.
(a) Certain Credit Support Events. Upon the request of the Administrative Agent or the L/C Issuer (i) if the L/C Issuer has honored any full or partial drawing request under any Letter of Credit and such drawing has resulted in an L/C Borrowing, or (ii) if, as of the Letter of Credit Expiration Date, any L/C Obligation for any reason remains outstanding, the Borrower shall, in each case, immediately Cash Collateralize the then Outstanding Amount of all L/C Obligations. At any time that there shall exist a Defaulting Lender, immediately upon the request of the Administrative Agent, the L/C Issuer or the Swing Line Lender, the Borrower shall deliver to the Administrative Agent Cash Collateral in an amount sufficient to cover all Fronting Exposure (after giving effect to Section 2.16(a)(iv) and any Cash Collateral provided by the Defaulting Lender). If at any time the Administrative Agent determines that any funds held as Cash Collateral are subject to any right or claim of any Person other than the Administrative Agent or that the total amount of such funds is less than the aggregate Outstanding Amount of all L/C
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Obligations, the Borrower will, forthwith upon demand by the Administrative Agent, pay to the Administrative Agent, as additional funds to be deposited as Cash Collateral, an amount equal to the excess of (x) such aggregate Outstanding Amount over (y) the total amount of funds, if any, then held as Cash Collateral that the Administrative Agent determines to be free and clear of any such right and claim. Upon the drawing of any Letter of Credit for which funds are on deposit as Cash Collateral, such funds shall be applied, to the extent permitted under applicable Laws, to reimburse the L/C Issuer.
(b) Grant of Security Interest. All Cash Collateral (other than credit support not constituting funds subject to deposit) shall be maintained in blocked, non-interest-bearing deposit accounts at Barclays. The Borrower, and to the extent provided by any Lender, such Lender, hereby grants to (and subjects to the control of) the Administrative Agent, for the benefit of the Administrative Agent, the L/C Issuer and the Lenders (including the Swing Line Lender), and agrees to maintain, a first priority security interest in all such cash, deposit accounts and all balances therein, and all other property so provided as collateral pursuant hereto, and in all proceeds of the foregoing, all as security for the obligations to which such Cash Collateral may be applied pursuant to Section 2.15(c). If at any time the Administrative Agent determines that Cash Collateral is subject to any right or claim of any Person other than the Administrative Agent as herein provided, or that the total amount of such Cash Collateral is less than the applicable Fronting Exposure and other obligations secured thereby, the Borrower or the relevant Defaulting Lender will, promptly upon demand by the Administrative Agent, pay or provide to the Administrative Agent additional Cash Collateral in an amount sufficient to eliminate such deficiency.
(c) Application. Notwithstanding anything to the contrary contained in this Agreement, Cash Collateral provided under any of this Section 2.15 or Section 2.03, 2.04, 2.05, 2.16 or 8.02 in respect of Letters of Credit or Swing Line Loans shall be held and applied to the satisfaction of the specific L/C Obligations, Swing Line Loans, obligations to fund participations therein (including, as to Cash Collateral provided by a Defaulting Lender, any interest accrued on such obligation) and other obligations for which the Cash Collateral was so provided, prior to any other application of such property as may be provided for herein.
(d) Release. Cash Collateral (or the appropriate portion thereof) provided to reduce Fronting Exposure or other obligations shall be released promptly following (i) the elimination of the applicable Fronting Exposure or other obligations giving rise thereto (including by the termination of Defaulting Lender status of the applicable Lender (or, as appropriate, its assignee following compliance with Section 10.06(b)(vi)) or (ii) the Administrative Agents good faith determination that there exists excess Cash Collateral; provided, however, (x) that Cash Collateral furnished by or on behalf of a Loan Party shall not be released during the continuance of a Default or Event of Default (and following application as provided in this Section 2.15 may be otherwise applied in accordance with Section 8.03), and (y) the Person providing Cash Collateral and the L/C Issuer or Swing Line Lender, as applicable, may agree that Cash Collateral shall not be released but instead held to support future anticipated Fronting Exposure or other obligations.
2.16. Defaulting Lenders.
(a) Adjustments. Notwithstanding anything to the contrary contained in this Agreement, if any Lender becomes a Defaulting Lender, then, until such time as that Lender is no longer a Defaulting Lender, to the extent permitted by applicable Law:
(i) Waivers and Amendments. That Defaulting Lenders right to approve or disapprove any amendment, waiver or consent with respect to this Agreement shall be restricted as set forth in Section 10.01.
(ii) Reallocation of Payments. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of that Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article VIII or otherwise, and including any amounts made available to the Administrative Agent by that Defaulting Lender pursuant to Section 10.08), shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by that Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by that Defaulting Lender to the L/C Issuer or Swing Line Lender hereunder; third, if so determined by the Administrative Agent or requested by the L/C Issuer or Swing Line
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Lender, to be held as Cash Collateral for future funding obligations of that Defaulting Lender of any participation in any Swing Line Loan or Letter of Credit; fourth, as the Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which that Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the Borrower, to be held in a non-interest-bearing deposit account and released in order to satisfy obligations of that Defaulting Lender to fund Loans under this Agreement; sixth, to the payment of any amounts owing to the Lenders, the L/C Issuer or Swing Line Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender, the L/C Issuer or Swing Line Lender against that Defaulting Lender as a result of that Defaulting Lenders breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against that Defaulting Lender as a result of that Defaulting Lenders breach of its obligations under this Agreement; and eighth, to that Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans or L/C Borrowings in respect of which that Defaulting Lender has not fully funded its appropriate share and (y) such Loans or L/C Borrowings were made at a time when the conditions set forth in Section 4.02 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and L/C Borrowings owed to, all non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or L/C Borrowings owed to, that Defaulting Lender. Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 2.16(a)(ii) shall be deemed paid to and redirected by that Defaulting Lender, and each Lender irrevocably consents hereto.
(iii) Certain Fees. That Defaulting Lender (x) shall not be entitled to receive any commitment fee pursuant to Section 2.10 for any period during which that Lender is a Defaulting Lender (and the Borrower shall not be required to pay any such fee that otherwise would have been required to have been paid to that Defaulting Lender) and (y) shall be limited in its right to receive Letter of Credit Fees as provided in Section 2.03(h).
(iv) Reallocation of Applicable Percentages to Reduce Fronting Exposure. During any period in which there is a Defaulting Lender, for purposes of computing the amount of the obligation of each non-Defaulting Lender to acquire, refinance or fund participations in Letters of Credit or Swing Line Loans pursuant to Sections 2.03 and 2.04, the Applicable Percentage of each non-Defaulting Lender shall be computed without giving effect to the Commitment of that Defaulting Lender; provided, that, (i) each such reallocation shall be given effect only if, at the date the applicable Lender becomes a Defaulting Lender, no Default or Event of Default exists; and (ii) the aggregate obligation of each non-Defaulting Lender to acquire, refinance or fund participations in Letters of Credit and Swing Line Loans shall not exceed the positive difference, if any, of (1) the Commitment of that non-Defaulting Lender minus (2) the aggregate Outstanding Amount of the Revolving Credit Loans of that Lender.
(b) Defaulting Lender Cure. If the Borrower, the Administrative Agent, Swing Line Lender and the L/C Issuer agree in writing in their sole discretion that a Defaulting Lender should no longer be deemed to be a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any Cash Collateral), that Lender will, to the extent applicable, purchase that portion of outstanding Loans of the other Lenders or take such other actions as the Administrative Agent may determine to be necessary to cause the Revolving Credit Loans and funded and unfunded participations in Letters of Credit and Swing Line Loans to be held on a pro rata basis by the Lenders in accordance with their Applicable Percentages (without giving effect to Section 2.16(a)(iv)), whereupon that Lender will cease to be a Defaulting Lender; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrower while that Lender was a Defaulting Lender; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lenders having been a Defaulting Lender.
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2.17. Extensions of Revolving Credit Commitments.
(a) Request for Extended Revolving Credit Commitments. The Borrower may at any time and from time to time, upon written request to the Administrative Agent (each, a Revolving Credit Extension Request), request that an aggregate principal amount of not less than $10,000,000 of the then existing Revolving Credit Commitments of a given Class (each, an Existing Revolver Tranche) be amended to, among other things, extend the applicable Maturity Date with respect thereto to a date that is no earlier than the then Latest Maturity Date of the Revolving Credit Facility hereunder (any such Revolving Credit Commitments so amended, Extended Revolving Credit Commitments and the Loan thereunder, Extended Revolving Credit Loans); provided that (i) after giving effect to any Extended Revolving Credit Commitment under this Section 2.17, there shall be no more than three (3) Classes of Revolving Credit Loans and Revolving Credit Commitments outstanding at any time and (ii) any such Extended Revolving Credit Commitments shall be offered on the same terms (including as to the proposed interest rates and fees) to each Revolving Credit Lender under the applicable Existing Revolver Tranche on a ratable basis. Promptly after receipt of any Revolving Credit Extension Request, the Administrative Agent shall provide a copy of such request to each of the Revolving Credit Lenders under the applicable Existing Revolver Tranche to be amended, which request shall set forth the proposed terms of the Extended Revolving Credit Commitments to be established. At the time of sending such notice, the Borrower shall specify the time period within which each applicable Revolving Credit Lender is requested to respond to such request (which shall in no event be less than five (5) Business Days from the date of delivery of such notice to such Revolving Credit Lenders) and shall agree to such procedures, if any, as may be established by, or acceptable to, the Administrative Agent, in each case acting reasonably, to accomplish the purposes of this Section 2.17. Extended Revolving Credit Loans shall be a separate Class of Revolving Credit Loans.
(b) Election to Extend. Any Revolving Credit Lender wishing to have all or a portion of its Revolving Credit Commitments under the Existing Revolver Tranches amended into Extended Revolving Credit Commitments (each, an Extending Revolving Credit Lender) pursuant to a Revolving Credit Extension Request shall notify the Administrative Agent on or prior to the date specified in such Revolving Credit Extension Request of the amount of its Revolving Credit Commitments it has elected to be amended (subject to any minimum denomination requirements imposed by the Borrower). No Revolving Credit Lender shall have any obligation to agree to provide any Extended Revolving Credit Commitment pursuant to any Revolving Credit Extension Request. Any Revolving Credit Lender not responding within such time period shall be deemed to have declined to have its Revolving Credit Commitments under the Existing Revolver Tranche amended into Extended Revolving Credit Commitments. The Administrative Agent shall notify the Borrower and each Revolving Credit Lender under the applicable Existing Revolver Tranche of responses to such Revolving Credit Extension Request. In the event that the aggregate principal amount of existing Revolving Credit Commitments that the Extending Revolving Credit Lenders have elected to amend pursuant to the relevant Revolving Credit Extension Request exceeds the amount of Extended Revolving Credit Commitments requested by the Borrower, the principal amount of Extended Revolving Credit Commitments requested by the Borrower shall be allocated to each Extending Revolving Credit Lender on a pro rata basis.
(c) New Revolving Credit Lenders. Following any Revolving Credit Extension Request made by the Borrower in accordance with Sections 2.17(a) and 2.17(b), if the Revolving Credit Lenders under the applicable Existing Revolver Tranche shall have declined to provide the entire amount of Extended Revolving Credit Commitments requested by the Borrower, the Borrower may request that other banks, financial institutions or other institutional lenders or investors who are willing to provide an Extended Revolving Credit Commitment hereunder (each a New Revolving Credit Lender) become a Revolving Credit Lender pursuant to a joinder agreement reasonably satisfactory to the Administrative Agent and the Borrower; provided that (i) the Extended Revolving Credit Commitments of such New Revolving Credit Lenders with respect to a relevant Revolving Credit Extension Request shall (A) not exceed the amount necessary to achieve the requested amount of Extended Revolving Credit Commitments under such Revolving Credit Extension Request and (B) be on identical terms as those offered to the existing Revolving Credit Lenders under the applicable Existing Revolver Tranche and (ii) prior to the effectiveness of any Extended Revolving Credit Commitment of any New Revolving Credit Lender, the Administrative Agent, the L/C Issuer and/or the Swing Line Lender shall have consented (such consent not to be unreasonably withheld or delayed) to each New Revolving Credit Lender if such consent would be required under Section 10.06(b)(iii)(B), (C) and/or (D), respectively, for an assignment of Revolving Credit Commitments to such Person. For the avoidance of doubt, neither the Borrower nor its Affiliates nor any natural person may be a New Revolving Credit Lender. Upon effectiveness of the Revolving Credit Extension Amendment to which each such New Revolving Credit Lender is a party
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(1) each Revolving Credit Lender (under the relevant Existing Revolver Tranche) who shall have declined to provide at least its Applicable Percentage of the requested Extended Revolving Credit Commitments will be deemed automatically and without any further act to have assigned to the New Revolving Credit Lenders such portion of its existing Revolving Credit Commitment (including all Revolving Credit Loans, participations in Letters of Credit and Swing Line Loans related thereto) in a principal amount up to such Applicable Percentage it so declined to provide, in each case, as specified in the relevant Revolving Credit Extension Amendment (it being understood that, subject to the foregoing limitations, the final allocation of any such assignment of Revolving Credit Commitments shall be made in such manner and in such amounts as may be agreed by the Administrative Agent and the Borrower, in their sole discretion, provided that in no event shall the aggregate amount of Revolving Credit Commitments deemed assigned pursuant to this Section 2.17 exceed the aggregate amount of Extended Revolving Credit Commitments of all New Revolving Credit Lenders), (2)(x) each New Revolving Credit Lender shall automatically and without any further act be deemed to have assumed, the existing Revolving Credit Commitments (including all Revolving Credit Loans, participations in Letters of Credit and Swing Line Loans related thereto) so assigned in an amount equal to its proposed Extended Revolving Credit Commitment and (y) all such assumed existing Revolving Credit Commitments shall concurrently therewith be amended into Extended Revolving Credit Commitments such that (I) the Extended Revolving Credit Commitments of New Revolving Credit Lenders will be incorporated hereunder in the same manner in which Extended Revolving Credit Commitments of the Extending Revolving Credit Lenders are incorporated hereunder pursuant to this Section 2.17 and (II) participations hereunder in Letters of Credit and Swing Line Loans held by each Revolving Credit Lender of each Class of Revolving Credit Commitments (including each such New Revolving Credit Lender and its Extended Revolving Credit Commitment) will equal the Applicable Percentage represented by such Revolving Credit Lenders Revolving Credit Commitment, and (3) each Revolving Credit Lender that shall be deemed to have assigned any portion of its existing Revolving Credit Commitments to any New Revolving Credit Lender shall have received payment of an amount equal to the outstanding principal of the Revolving Credit Loans and funded participations in Letter of Credit and Swing Line Loans so assigned together with accrued interest and fees thereon to the date of such assignment (including any amounts payable under Section 3.05) from such New Revolving Credit Lender.
(d) Revolving Credit Extension Amendment. Extended Revolving Credit Commitments shall be established pursuant to an amendment (each, a Revolving Credit Extension Amendment) to this Agreement among the Borrower, the Administrative Agent and each Extending Revolving Credit Lender and each New Revolving Credit Lender, if any, providing an Extended Revolving Credit Commitment thereunder, which shall be consistent with the provisions set forth in Sections 2.17(a), (b), (c) and (e) (but which shall not require the consent of any other Lender). The effectiveness of any Revolving Credit Extension Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.02 (unless the Extending Revolving Credit Lenders and New Revolving Credit Lenders party to such Revolving Credit Extension Amendment otherwise agree, consent or waive any such condition) and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (i) legal opinions, board resolutions, lien searches and officers certificates substantially consistent with those delivered on the Closing Date and otherwise reasonably satisfactory to the Administrative Agent and (ii) reaffirmation agreements and/or such amendments to the Collateral Documents as may be reasonably requested by the Administrative Agent in order to ensure that the Extended Revolving Credit Commitments are provided with the benefit of the applicable Loan Documents. The Administrative Agent shall promptly notify each Revolving Credit Lender as to the effectiveness of each Revolving Credit Extension Amendment and the matters specified therein. Each of the parties hereto hereby agrees that this Agreement and the other Loan Documents may be amended pursuant to a Revolving Credit Extension Amendment, without the consent of any other Lender, to the extent (but only to the extent) necessary to (A) reflect the existence and terms of the Extended Revolving Credit Commitments incurred pursuant thereto and (B) effect such other amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section 2.17, in each case, in a manner consistent with the terms of this Section 2.17 and each Lender hereby expressly authorizes the Administrative Agent to enter into any such Revolving Credit Extension Amendment.
(e) Terms of Extended Revolving Credit Commitments. Except as expressly provided herein, all Extended Revolving Credit Commitments effected pursuant to any Revolving Credit Extension Request and Revolving Credit Extension Amendment shall be subject to the same terms (including, without limitation, borrowing terms, interest terms and payment terms), and shall be subject to the same conditions as the then existing Revolving Credit Commitments (it being understood that customary arrangement or commitment fees payable to one or more arrangers
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(or their Affiliates) or one or more Extending Revolving Credit Lenders and/or New Revolving Credit Lenders, as the case may be, may be different than those paid with respect to the existing Revolving Credit Lenders under the then existing Revolving Credit Commitments on or prior to the Closing Date or with respect to any other Extending Revolving Credit Lenders and/or New Revolving Credit Lenders in connection with any other Extended Revolving Credit Commitments effected pursuant to this Section 2.17); provided, however, that at the election of the Borrower, the Borrower may offer to effect Extended Revolving Credit Commitments with (i) interest and fees at different rates applicable solely with respect to such Extended Revolving Credit Commitments (and related outstandings) and (ii) such other covenants and terms which apply to any period after the Latest Maturity Date that is in effect on the effective date of the Revolving Credit Extension Amendment related thereto (immediately prior to the establishment of such Extended Revolving Credit Commitments). After giving effect to any Extended Revolving Credit Commitment, all Borrowings under the Revolving Credit Commitments (including any such Extended Revolving Credit Commitment) and repayments thereunder shall be made on a pro rata basis (except for (A) any payments of interest and fees at different rates on any Revolving Credit Extension Series (and related outstandings) and (B) repayments required upon the applicable Maturity Date of other Revolving Credit Commitments).
(f) Revolving Credit Extension Series. Any Extended Revolving Credit Commitments effected pursuant to a Revolving Credit Extension Request shall be designated a series (each, a Revolving Credit Extension Series) of Extended Revolving Credit Commitments for all purposes of this Agreement; provided that any Extended Revolving Credit Commitments effected from an Existing Revolver Tranche may, to the extent provided in the applicable Revolving Credit Extension Amendment, be designated as an increase in any previously established Revolving Credit Extension Series with respect to such Existing Revolver Tranche.
(g) No Prepayment. No conversion of Revolving Credit Loans pursuant to any Revolving Credit Extension Amendment in accordance with this Section 2.17 shall constitute a voluntary or mandatory payment or prepayment for purposes of this Agreement. This Section 2.17 shall supersede any provisions in Section 2.12 or 10.01 to the contrary.
2.18. Extensions of Term Loans.
(a) Request for Extended Term Loans. The Borrower may at any time and from time to time, upon written request to the Administrative Agent (each, a Term Extension Request), request that an aggregate principal amount of not less than $10,000,000 of the then existing Term Loans of a given Class (each, an Existing Term Tranche) be amended to, among other things, extend the applicable Maturity Date with respect thereto to a date that is no earlier than the then Latest Maturity Date of such Class of outstanding Term Loans for which such Term Extension Request is made (any such Term Loans so amended, Extended Term Loans); provided that (i) after giving effect to any Extended Term Loans under this Section 2.18, there shall be no more than five (5) Classes of Term Loans outstanding at any time and (ii) any such Extended Term Loans shall be offered on the same terms (including as to the proposed interest rates and fees) to each Term Lender under the applicable Existing Term Tranche on a ratable basis. Promptly after receipt of any Term Extension Request, the Administrative Agent shall provide a copy of such request to each of the Term Lenders under the applicable Existing Term Tranche to be amended, which request shall set forth the proposed terms of the Extended Term Loans to be established. At the time of sending such notice, the Borrower shall specify the time period within which each applicable Term Lender is requested to respond to such request (which shall in no event be less than five (5) Business Days from the date of delivery of such notice to such Term Lenders) and shall agree to such procedures, if any, as may be established by, or acceptable to, the Administrative Agent, in each case acting reasonably, to accomplish the purposes of this Section 2.18. Extended Term Loans shall be a separate Class of Term Loans.
(b) Election to Extend. Any Term Lender wishing to have all or a portion of its Term Loans under the Existing Term Tranche amended into Extended Term Loans (each, an Extending Term Lender) pursuant to a Term Extension Request shall notify the Administrative Agent on or prior to the date specified in such Term Extension Request of the amount of its Term Loans it has elected to be amended (subject to any minimum denomination requirements imposed by the Borrower). No Term Lender shall have any obligation to agree to provide any Extended Term Loan pursuant to any Term Extension Request. Any Term Lender not responding within such time period shall be deemed to have declined to have its Term Loans under the Existing Term Tranche amended into Extended Term Loans. The Administrative Agent shall notify the Borrower and each Term Lender under the applicable Existing Term Tranche of responses to such Term Extension Request. In the event that the aggregate principal
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amount of existing Term Loans that the Extending Term Lenders have elected to amend pursuant to the relevant Term Extension Request exceeds the amount of Extended Term Loans requested by the Borrower, the principal amount of Extended Term Loans requested by the Borrower shall be allocated on a pro rata basis.
(c) New Term Lenders. Following any Term Extension Request made by the Borrower in accordance with Sections 2.18(a) and 2.18(b), if the Term Lenders under the applicable Existing Term Tranche shall have declined to provide the entire amount of Extended Term Loans requested by the Borrower, the Borrower may request that other banks, financial institutions or other institutional lenders or investors who are willing to provide Extended Term Loans hereunder (each a New Term Lender) become a Term Lender pursuant to a joinder agreement reasonably satisfactory to the Administrative Agent and the Borrower; provided that (i) the Extended Term Loans of such New Term Lenders with respect to a relevant Term Extension Request shall (A) not exceed the amount necessary to achieve the requested amount of Extended Term Loans under such Term Extension Request and (B) be on identical terms as those offered to the existing Term Lenders under the applicable Existing Term Tranche and (ii) prior to the effectiveness of any Extended Term Loans of any New Term Lender, the Administrative Agent shall have consented (such consent not to be unreasonably withheld or delayed) to each New Term Lender if such consent would be required under Section 10.07(b)(iii)(B) for an assignment of Term Loans to such Person. For the avoidance of doubt, neither the Borrower nor its Affiliates nor any natural person may be a New Term Lender. Upon effectiveness of the Term Extension Amendment to which each such New Term Lender is a party (1) each Term Lender (under the relevant Existing Term Tranche) who shall have declined to provide at least its Applicable Percentage of the requested Extended Term Loans will be deemed automatically and without any further act to have assigned to the New Term Lenders such portion of its existing Term Loans in a principal amount up to such Applicable Percentage it so declined to provide, in each case, as specified in the relevant Term Extension Amendment (it being understood that, subject to the foregoing limitations, the final allocation of any such assignment of Term Loans shall be made in such manner and in such amounts as may be agreed by the Administrative Agent and the Borrower, in their sole discretion, provided that in no event shall the aggregate amount of Term Loans deemed assigned pursuant to this Section 2.18 exceed the aggregate amount of Extended Term Loans of all New Term Lenders), (2)(x) each New Term Lender shall automatically and without any further act be deemed to have assumed, the existing Term Loans so assigned in an amount equal to its proposed Extended Term Loans and (y) all such assumed existing Term Loans shall concurrently therewith be amended into Extended Term Loans such that, the Extended Term Loans of New Term Lenders will be incorporated hereunder in the same manner in which Extended Term Loans of the Extending Term Lenders are incorporated hereunder pursuant to this Section 2.18, and (3) each Term Lender that shall be deemed to have assigned any portion of its existing Term Loans to any New Term Lender shall have received payment of an amount equal to the outstanding principal of the Term Loans so assigned together with accrued interest and fees, if any, thereon to the date of such assignment (including any amounts payable under Section 3.05 and any premiums payable under Section 2.05(a)(1)(iii)) from such New Term Lender.
(d) Term Extension Amendment. Extended Term Loans shall be established pursuant to an amendment (each, a Term Extension Amendment) to this Agreement among the Borrower, the Administrative Agent and each Extending Term Lender and each New Term Lender, if any, providing an Extended Term Loan thereunder, which shall be consistent with the provisions set forth in Sections 2.18(a), (b), (c) and (e) (but which shall not require the consent of any other Lender). The effectiveness of any Term Extension Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Sections 4.02 (unless the Extending Term Lenders and New Term Lenders party to such Term Extension Amendment otherwise agree, consent or waive any such condition) and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (i) legal opinions, board resolutions, lien searches and officers certificates substantially consistent with those delivered on the Closing Date and otherwise reasonably satisfactory to the Administrative Agent and (ii) reaffirmation agreements and/or such amendments to the Collateral Documents as may be reasonably requested by the Administrative Agent in order to ensure that the Extended Term Loans are provided with the benefit of the applicable Loan Documents. The Administrative Agent shall promptly notify each Term Lender as to the effectiveness of each Term Extension Amendment and the matters specified therein. Each of the parties hereto hereby agrees that this Agreement and the other Loan Documents may be amended pursuant to a Term Extension Amendment, without the consent of any other Lender, to the extent (but only to the extent) necessary to (A) reflect the existence and terms of the Extended Term Loans incurred pursuant thereto, and (B) effect such other amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section 2.18, in each case, in a manner consistent with the terms of this Section 2.18 and each Lender hereby expressly authorizes the Administrative Agent to enter into any such Term Extension Amendment.
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(e) Terms of Extended Term Loans. Except as expressly provided herein, all Extended Term Loans effected pursuant to any Term Extension Request and Term Extension Amendment shall be subject to the same terms (including, without limitation, interest terms and payment terms), and shall be subject to the same conditions as the then existing Term Loans (it being understood that customary arrangement or upfront fees payable to one or more arrangers (or their Affiliates) or one or more Extending Term Lenders and/or New Term Lenders, as the case may be, may be different than those paid with respect to the existing Term Lenders under the then existing Term Loans on or prior to the Closing Date or with respect to any other Extending Term Lenders and/or New Term Lenders in connection with any other Extended Term Loans effected pursuant to this Section 2.18); provided, however, that at the election of the Borrower, the Borrower may offer to effect Extended Term Loans with (i) interest and fees at different rates applicable solely with respect to such Extended Term Loans and (ii) such other covenants and terms which apply to any period after the Latest Maturity Date that is in effect on the effective date of the Term Extension Amendment related thereto (immediately prior to the establishment of such Extended Term Loans). After giving effect to any Extended Term Loans, all payments on Term Loans shall be made on a pro rata basis (except for (A) any payments of interest and fees at different rates on any Term Extension Series and (B) repayments required upon the applicable Maturity Date of Other Term Loans).
(f) Term Extension Series. Any Extended Term Loans effected pursuant to a Term Extension Request shall be designated a series (each, a Term Extension Series) of Extended Term Loans for all purposes of this Agreement; provided that any Extended Term Loans effected from an Existing Term Tranche may, to the extent provided in the applicable Term Extension Amendment, be designated as an increase in any previously established Term Extension Series with respect to such Existing Term Tranche.
(g) No Prepayment. No conversion of Term Loans pursuant to any Term Extension Amendment in accordance with this Section 2.18 shall constitute a voluntary or mandatory payment or prepayment for purposes of this Agreement. This Section 2.18 shall supersede any provisions in Section 2.12 or 10.01 to the contrary.
2.19. Refinancing Amendments. At any time after the Closing Date, the Borrower may obtain, from any Lender or any Additional Lender, Credit Agreement Refinancing Indebtedness in respect of all or any portion of the Term Loans then outstanding under this Agreement (which for purposes of this Section 2.19 will be deemed to include any then outstanding Other Term Loans, Additional Term Loans or Extended Term Loans), in the form of Other Term Loans or Other Term Commitments in each case pursuant to a Refinancing Amendment; provided that such Credit Agreement Refinancing Indebtedness (a) will rank pari passu in right of payment and of security with the other Term Loans and Term Commitments hereunder, (b) will have such pricing, premiums and optional prepayment or redemption terms as may be agreed by the Borrower and the Lenders thereof, (c) will have a maturity date not earlier than, and will have a weighted average life to maturity not shorter than, the Term Loans being refinanced and (d) will have terms and conditions (other than as set forth in the foregoing clause (c) and pricing, premiums and optional prepayment or redemption terms) that are substantially identical to, or (taken as a whole as determined by the Borrower in good faith) are no more favorable to the lenders providing such Credit Agreement Refinancing Indebtedness than those applicable to the Loans being refinanced (except for covenants or other provisions applicable only to periods after the Latest Maturity Date at the time of incurrence of such Indebtedness (immediately prior to the effectiveness of the Refinancing Amendment); provided further that the Borrower may incur such Credit Agreement Refinancing Indebtedness to effectuate a Repricing Transaction. Any Other Term Loans may participate on a pro rata basis or on a less than pro rata basis (but not on a greater than pro rata basis) in any voluntary or mandatory prepayments hereunder, as specified in the applicable Refinancing Amendment. For the avoidance of doubt, neither the Borrower nor its Affiliates may provide any Other Term Loans. The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.02 and, to the extent reasonably requested by the Administrative Agent, (i) receipt by the Administrative Agent of legal opinions, resolutions, lien searches and officers certificates consistent with those delivered on the Closing Date and otherwise reasonably satisfactory to the Administrative Agent and (ii) reaffirmation agreements and/or such amendments to the Collateral Documents as may be reasonably requested by the Administrative Agent in order to ensure that the Other Term Loans are provided with the benefit of the applicable Loan Documents). Each Credit Agreement Refinancing Indebtedness incurred under this Section 2.19 shall be in an aggregate principal amount that is not less than $10,000,000. The Administrative Agent shall promptly notify each Lender as to the effectiveness of
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each Refinancing Amendment. Each of the parties hereto hereby agrees that, upon the effectiveness of any Refinancing Amendment, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto (including any amendments necessary to treat the Loans and Commitments subject thereto as Other Term Loans and/or Other Term Commitments). Any Refinancing Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section 2.19. This Section 2.19 shall supersede any provisions in Section 2.12 or 10.01 to the contrary.
ARTICLE III
TAXES, YIELD PROTECTION AND ILLEGALITY
3.01. Taxes.
(a) Payments Free of Taxes; Obligation to Withhold; Payments on Account of Taxes.
(i) Any and all payments by or on account of any obligation of any Loan Party hereunder or under any other Loan Document shall to the extent permitted by applicable Laws be made free and clear of and without reduction or withholding for any Taxes.
(ii) If any Loan Party, the Administrative Agent or any other applicable withholding agent shall be required by applicable Laws to withhold or deduct any Taxes from any payment under any Loan Document, then (A) the applicable withholding agent shall make such withholdings or deductions and shall timely pay the full amount withheld or deducted to the relevant Governmental Authority in accordance with applicable Laws, and (B) to the extent that the withholding or deduction is made on account of Indemnified Taxes or Other Taxes, the sum payable by the applicable Loan Party shall be increased as necessary so that after any required withholding or the making of all required deductions (including withholdings or deductions applicable to additional sums payable under this Section 3.01) the Administrative Agent or Lender, as the case may be, receives an amount equal to the sum it would have received had no such withholding or deduction been made.
(b) Payment of Other Taxes by the Borrower. Without limiting the provisions of subsection (a) above, the Borrower shall timely pay any Other Taxes to the relevant Governmental Authority in accordance with applicable law.
(c) Tax Indemnifications. Without limiting the provisions of subsection (a) or (b) above, the Loan Parties shall, and do hereby, jointly and severally indemnify the Administrative Agent and each Lender, and shall make payment in respect thereof within 10 days after demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section 3.01) withheld or deducted by any Loan Party or the Administrative Agent or paid by the Administrative Agent or such Lender, as the case may be, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of any such payment or liability delivered to the Borrower by a Lender (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error.
(d) Evidence of Payments. After any payment of Taxes by any Loan Party or the Administrative Agent to a Governmental Authority as provided in this Section 3.01, such Loan Party shall deliver to the Administrative Agent or the Administrative Agent shall deliver to the Borrower, as the case may be, the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of any return required by Laws to report such payment or other evidence of such payment reasonably satisfactory to the Borrower or the Administrative Agent, as the case may be.
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(e) Status of Lenders; Tax Documentation.
(i) Each Lender shall deliver to the Borrower and to the Administrative Agent, at the time or times prescribed by applicable Laws or when reasonably requested by the Borrower or the Administrative Agent, such properly completed and executed documentation prescribed by applicable Laws and such other reasonably requested information as will permit the Borrower or the Administrative Agent, as the case may be, to determine (A) whether or not payments made hereunder or under any other Loan Document are subject to Taxes, (B) if applicable, the required rate of withholding or deduction, and (C) such Lenders entitlement to any available exemption from, or reduction of, applicable Taxes in respect of all payments to be made to such Lender by any Loan Party pursuant to this Agreement or otherwise to establish such Lenders status for withholding tax purposes in the applicable jurisdiction. Each such Lender shall, whenever a lapse in time or change in circumstances renders any such documentation (including any specific documentation required below in this Section 3.01(e)) obsolete, expired or inaccurate in any respect, deliver promptly to the Borrower and the Administrative Agent updated or other appropriate documentation (including any new documentation reasonably requested by the Borrower or the Administrative Agent) or promptly notify the Borrower and the Administrative Agent in writing of its legal ineligibility to do so.
(ii) Without limiting the generality of the foregoing,
(A) any Lender that is a United States person within the meaning of Section 7701(a)(30) of the Code shall deliver to the Borrower and the Administrative Agent executed originals of Internal Revenue Service Form W-9 certifying that such Lender is exempt from U.S. federal backup withholding; and
(B) each Foreign Lender shall deliver to the Borrower and the Administrative Agent, on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the request of the Borrower or the Administrative Agent), two copies of whichever of the following is applicable:
(I) executed originals of Internal Revenue Service Form W-8BEN (or any successor form) claiming eligibility for benefits of an income tax treaty to which the United States is a party,
(II) executed originals of Internal Revenue Service Form W-8ECI (or any successor form),
(III) to the extent a Foreign Lender is not the beneficial owner (for example, where the Foreign Lender is a partnership or a Participating Lender), executed originals of Internal Revenue Service Form W-8IMY (or any successor form) of the Foreign Lender, accompanied by a Form W-8ECI, W-8BEN, W-8IMY, W-9, a United States Tax Compliance Certificate, or any other required information (or any successor form) from each beneficial owner that would be required under this Section 3.01(e) if such beneficial owner were a Lender, as applicable (provided that if the Foreign Lender is a partnership (and not a Participating Lender) and one or more direct or indirect partners are claiming the portfolio interest exemption, the United States Tax Compliance Certificate may be provided by such Foreign Lender on behalf of such direct or indirect partner(s)),
(IV) in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under Section 971(h) or Section 881(c) of the Code, (x) a certificate to the effect that such Foreign Lender is not (A) a bank within the meaning of Section 881(c)(3)(A) of the Code, (B) a 10 percent shareholder of the Borrower within the meaning of Section 881(c)(3)(B) of the Code, or (C) a controlled foreign corporation described in Section 881(c)(3)(C) of the Code and that no payments under any Loan Document are effectively connected with such Foreign Lenders conduct of a United States trade or business (any such certificate a United States Tax Compliance Certificate) and (y) executed originals of Internal Revenue Service Form W-8BEN (or any successor form), or
(V) executed originals of any other form prescribed by applicable U.S. federal income tax Laws as a basis for claiming exemption from or a reduction in United States federal withholding tax on any payments to such Lender under the Loan Documents.
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(C) If a payment made to a Lender under any Loan Document would be subject to U.S. federal withholding Tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Sections 1471(b) or 1472(b) of the Code, as applicable), such Lender shall deliver to the Borrower and the Administrative Agent at the time or times prescribed by law and at such time or times reasonably requested by the Borrower or the Administrative Agent such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Borrower or the Administrative Agent as may be necessary for the Borrower and the Administrative Agent to comply with their FATCA obligations, to determine whether such Lender has or has not complied with such Lenders FATCA obligations and to determine the amount, if any, to deduct and withhold from such payment.
Notwithstanding any other provision of this Section 3.01(e), a Lender shall not be required to deliver any documentation that such Lender is not legally eligible to deliver.
(f) Treatment of Certain Refunds. Unless required by applicable Laws, at no time shall the Administrative Agent have any obligation to file for or otherwise pursue on behalf of a Lender, or have any obligation to pay to any Lender, any refund of Taxes withheld or deducted from funds paid for the account of such Lender. If the Administrative Agent or any Lender determines, in its sole discretion, exercised in good faith, that it has received a refund of any Indemnified Taxes or Other Taxes as to which it has been indemnified by any Loan Party or with respect to which any Loan Party has paid additional amounts pursuant to this Section 3.01, it shall pay to the relevant Loan Party an amount equal to such refund (but only to the extent of indemnity payments made, or additional amounts paid, by such Loan Party under this Section 3.01 with respect to the Indemnified Taxes or Other Taxes giving rise to such refund), net of all out-of-pocket expenses (including any Taxes imposed with respect to such refund) incurred by the Administrative Agent or such Lender, as the case may be, and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund), provided that the Loan Party, upon the request of the Administrative Agent or such Lender, agrees to repay the amount paid over to the such Loan Party (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to the Administrative Agent or such Lender in the event the Administrative Agent or such Lender is required to repay such refund to such Governmental Authority. This subsection shall not be construed to require the Administrative Agent or any Lender to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to any Loan Party or any other Person.
(g) Lender. For the avoidance of doubt, the term Lender shall, for purposes of this Section 3.01, include any L/C Issuer and any Swing Line Lender.
3.02. Illegality. If any Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for any Lender or its applicable Lending Office to make, maintain or fund Loans whose interest is determined by reference to the Eurodollar Rate, or to determine or charge interest rates based upon the Eurodollar Rate, or any Governmental Authority has imposed material restrictions on the authority of such Lender to purchase or sell, or to take deposits of, Dollars in the London interbank market, then, on notice thereof by such Lender to the Borrower through the Administrative Agent, (i) any obligation of such Lender to make or continue Eurodollar Rate Loans or to convert Base Rate Loans to Eurodollar Rate Loans shall be suspended, and (ii) if such notice asserts the illegality of such Lender making or maintaining Base Rate Loans the interest rate on which is determined by reference to the Eurodollar Rate component of the Base Rate, the interest rate on which Base Rate Loans of such Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the Eurodollar Rate component of the Base Rate, in each case until such Lender notifies the Administrative Agent and the Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, (x) the Borrower shall, upon demand from such Lender (with a copy to the Administrative Agent), prepay or, if applicable, convert all Eurodollar Rate Loans of such Lender to Base Rate Loans (the interest rate on which Base Rate Loans of such Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the Eurodollar Rate component of the Base Rate), either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Eurodollar Rate Loans to such day, or immediately, if such Lender may not lawfully continue to maintain such Eurodollar Rate Loans and (y) if such notice asserts the illegality of such Lender determining or charging interest rates based upon the Eurodollar Rate, the Administrative Agent shall during the period of such suspension compute the Base Rate applicable to such Lender without reference to the Eurodollar Rate component thereof until the Administrative Agent is advised in
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writing by such Lender that it is no longer illegal for such Lender to determine or charge interest rates based upon the Eurodollar Rate. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted.
3.03. Inability to Determine Rates. If the Required Lenders determine that for any reason in connection with any request for a Eurodollar Rate Loan or a conversion to or continuation thereof that (a) Dollar deposits are not being offered to banks in the London interbank eurodollar market for the applicable amount and Interest Period of such Eurodollar Rate Loan, (b) adequate and reasonable means do not exist for determining the Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan or in connection with an existing or proposed Base Rate Loan, or (c) the Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Loan, the Administrative Agent will promptly so notify the Borrower and each Lender. Thereafter, (x) the obligation of the Lenders to make or maintain Eurodollar Rate Loans shall be suspended, and (y) in the event of a determination described in the preceding sentence with respect to the Eurodollar Rate component of the Base Rate, the utilization of the Eurodollar Rate component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (upon the instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, the Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of Eurodollar Rate Loans or, failing that, will be deemed to have converted such request into a request for a Borrowing of Base Rate Loans in the amount specified therein.
3.04. Increased Costs; Reserves on Eurodollar Rate Loans.
(a) Increased Costs Generally. If any Change in Law shall:
(i) impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender (except any reserve requirement contemplated by Section 3.04(e)) or the L/C Issuer;
(ii) subject any Lender or the L/C Issuer to any Tax of any kind whatsoever with respect to this Agreement, any Letter of Credit, any participation in a Letter of Credit or any Eurodollar Rate Loan made by it, or change the basis of Taxation of payments to such Lender or the L/C Issuer in respect thereof (except for Indemnified Taxes or Other Taxes indemnifiable under Section 3.01, or any Excluded Taxes; or
(iii) impose on any Lender or the L/C Issuer or the London interbank market any other condition, cost or expense affecting this Agreement or Eurodollar Rate Loans made by such Lender or any Letter of Credit or participation therein;
and the result of any of the foregoing shall be to increase the cost to such Lender of making or maintaining any Loan the interest on which is determined by reference to the Eurodollar Rate (or of maintaining its obligation to make any such Loan), or to increase the cost to such Lender or the L/C Issuer of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), or to reduce the amount of any sum received or receivable by such Lender or the L/C Issuer hereunder (whether of principal, interest or any other amount) then, upon request of such Lender or the L/C Issuer, the Borrower will pay to such Lender or the L/C Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or the L/C Issuer, as the case may be, for such additional costs incurred or reduction suffered. Notwithstanding anything herein to the contrary, for all purposes under this Agreement, (x) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a Change in Law, regardless of the date enacted, adopted or issued; provided, that to the extent any increased costs or reductions are incurred by any Lender as a result of any requests, rules, guidelines or directives promulgated under the Dodd-Frank Wall Street Reform and Consumer Protection Act or pursuant to Basel III after the Closing Date, then such Lender shall be compensated pursuant to this Section 3.04 only if such Lender imposes such charges under other syndicated credit facilities involving similarly situated borrowers that such Lender is a lender under.
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(b) Capital or Liquidity Requirements. If any Lender or the L/C Issuer determines that any Change in Law affecting such Lender or the L/C Issuer or any Lending Office of such Lender or such Lenders or the L/C Issuers holding company, if any, regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on such Lenders or the L/C Issuers capital or on the capital of such Lenders or the L/C Issuers holding company, if any, as a consequence of this Agreement, the Commitments of such Lender or the Loans made by, or participations in Letters of Credit held by, such Lender, or the Letters of Credit issued by the L/C Issuer, to a level below that which such Lender or the L/C Issuer or such Lenders or the L/C Issuers holding company could have achieved but for such Change in Law (taking into consideration such Lenders or the L/C Issuers policies and the policies of such Lenders or the L/C Issuers holding company with respect to capital adequacy), then from time to time the Borrower will pay to such Lender or the L/C Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or the L/C Issuer or such Lenders or the L/C Issuers holding company for any such reduction suffered.
(c) Certificates for Reimbursement. A certificate of a Lender or the L/C Issuer setting forth in reasonable detail the computation of the amount or amounts necessary to compensate such Lender or the L/C Issuer or its holding company, as the case may be, as specified in subsection (a) or (b) of this Section and delivered to the Borrower shall be conclusive absent manifest error. The Borrower shall pay such Lender or the L/C Issuer, as the case may be, the amount shown as due on any such certificate within 10 days after receipt thereof.
(d) Delay in Requests. Failure or delay on the part of any Lender or the L/C Issuer to demand compensation pursuant to the foregoing provisions of this Section shall not constitute a waiver of such Lenders or the L/C Issuers right to demand such compensation, provided that the Borrower shall not be required to compensate a Lender or the L/C Issuer pursuant to the foregoing provisions of this Section for any increased costs incurred or reductions suffered more than nine months prior to the date that such Lender or the L/C Issuer, as the case may be, notifies the Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lenders or the L/C Issuers intention to claim compensation therefor (except that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the nine-month period referred to above shall be extended to include the period of retroactive effect thereof).
(e) Reserves on Eurodollar Rate Loans. The Borrower shall pay to each Lender, as long as such Lender shall be required to maintain reserves with respect to liabilities or assets consisting of or including Eurocurrency funds or deposits (currently known as Eurocurrency liabilities), additional interest on the unpaid principal amount of each Eurodollar Rate Loan equal to the actual costs of such reserves allocated to such Loan by such Lender (as determined by such Lender in good faith, which determination shall be conclusive), which shall be due and payable on each date on which interest is payable on such Loan, provided the Borrower shall have received at least 10 days prior notice (with a copy to the Administrative Agent) of such additional interest from such Lender. If a Lender fails to give notice 10 days prior to the relevant Interest Payment Date, such additional interest shall be due and payable 10 days from receipt of such notice.
3.05. Compensation for Losses. Upon demand of any Lender (with a copy to the Administrative Agent) from time to time, the Borrower shall promptly compensate such Lender for and hold such Lender harmless from any loss, cost or expense incurred by it as a result of:
(a) any continuation, conversion, payment or prepayment of any Loan other than a Base Rate Loan on a day other than the last day of the Interest Period for such Loan (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise);
(b) any failure by the Borrower (for a reason other than the failure of such Lender to make a Loan) to prepay, borrow, continue or convert any Loan other than a Base Rate Loan on the date or in the amount notified by the Borrower; or
(c) any assignment of a Eurodollar Rate Loan on a day other than the last day of the Interest Period therefor as a result of a request by the Borrower pursuant to Section 10.13;
including any loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain such Loan or from fees payable to terminate the deposits from which such funds were obtained but not including any loss of anticipated profits. The Borrower shall also pay any customary administrative fees charged by such Lender in connection with the foregoing.
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For purposes of calculating amounts payable by the Borrower to the Lenders under this Section 3.05, each Lender shall be deemed to have funded each Eurodollar Rate Loan made by it at the Eurodollar Rate for such Loan by a matching deposit or other borrowing in the London interbank eurodollar market for a comparable amount and for a comparable period, whether or not such Eurodollar Rate Loan was in fact so funded.
3.06. Mitigation Obligations; Replacement of Lenders.
(a) Designation of a Different Lending Office. If any Lender requests compensation under Section 3.04, or the Borrower is required to pay any additional amount to any Lender, the L/C Issuer, or any Governmental Authority for the account of any Lender or the L/C Issuer pursuant to Section 3.01, or if any Lender gives a notice pursuant to Section 3.02, then such Lender or the L/C Issuer shall, as applicable, use reasonable efforts to designate a different Lending Office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender or the L/C Issuer, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 3.01 or 3.04, as the case may be, in the future, or eliminate the need for the notice pursuant to Section 3.02, as applicable, and (ii) in each case, would not subject such Lender or the L/C Issuer, as the case may be, to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender or the L/C Issuer, as the case may be. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender or the L/C Issuer in connection with any such designation or assignment.
(b) Replacement of Lenders. If any Lender requests compensation under Section 3.04, or if the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.01, the Borrower may replace such Lender in accordance with Section 10.13.
3.07. Survival. All of the Borrowers obligations under this Article III shall survive termination of the Aggregate Commitments, repayment of all other Obligations hereunder, and resignation of the Administrative Agent or any assignment by a Lender.
ARTICLE IV
CONDITIONS PRECEDENT TO CREDIT EXTENSIONS
4.01. Conditions of Initial Credit Extension. The obligation of the L/C Issuer and each Lender to make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent:
(a) The Administrative Agents receipt of the following, each of which shall be originals or facsimiles (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative Agent and each of the Lenders:
(i) executed counterparts of this Agreement, the completed Perfection Certificate and the Guaranty;
(ii) a Note executed by the Borrower in favor of each Lender requesting a Note;
(iii) a security agreement, in substantially the form of Exhibit G (together with each other security agreement and security agreement supplement delivered pursuant to Section 6.12, in each case as amended, the Security Agreement), duly executed by each Loan Party, together with:
(A) certificates representing the Pledged Securities referred to therein (if such Pledged Securities are certificated) accompanied by undated stock powers executed in blank and instruments evidencing the Intercompany Notes indorsed in blank and issuer acknowledges if otherwise,
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(B) proper Financing Statements in form appropriate for filing under the Uniform Commercial Code of all jurisdictions that the Administrative Agent may deem necessary or desirable in order to perfect the Liens created under the Security Agreement, covering the Collateral described in the Security Agreement,
(C) copies of UCC, United States Patent and Trademark Office and United States Copyright Office, tax and judgment lien searches, and bankruptcy searches or equivalent reports or searches, each of a recent date listing all effective financing statements, lien notices or comparable documents that name any Loan Party as debtor and that are filed in those state and county jurisdictions in which any Loan Party is organized or maintains its principal place of business and such other searches that the Administrative Agent reasonably deems necessary or appropriate, accompanied by evidence reasonably satisfactory to the Administrative Agent that the Liens indicated in any such financing statement (or similar document) would be permitted under Section 7.01, or otherwise acceptable to the Administrative Agent, or have been or contemporaneously will be released or terminated or otherwise provided for in a manner reasonably satisfactory to the Administrative Agent,
(D) evidence of the completion of all other actions, recordings and filings of or with respect to the Security Agreement that the Administrative Agent may reasonably deem necessary or desirable in order to perfect the Liens created thereby,
(E) evidence that all other action that the Administrative Agent may reasonably deem necessary or desirable in order to perfect the Liens created under the Security Agreement has been taken (including receipt of duly executed payoff letters and UCC-3 termination statements);
provided that delivery of the items described in the foregoing clauses (iii)(D) through (E) shall be subject to the first paragraph of Section 4.02 and subject to Section 6.20;
(iv) [reserved];
(v) subject to the first paragraph of Section 4.02, an intellectual property security agreement (together with each other intellectual property security agreement and intellectual property security agreement supplement delivered pursuant to Section 6.12, in each case as amended, the Intellectual Property Security Agreement), duly executed by each Loan Party, together with evidence that all action that the Administrative Agent may reasonably deem necessary or desirable in order to perfect the Liens created under the Intellectual Property Security Agreement has been taken;
(vi) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party;
(vii) such documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and that each Loan Party is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so would not reasonably be expected to have a Material Adverse Effect (it being understood that certificates of good standing shall only be delivered with respect to the jurisdiction of incorporation or organization, as applicable, of each Loan Party);
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(viii) a favorable opinion of Greenberg Traurig, LLP, counsel to the Loan Parties, addressed to the Administrative Agent and each Lender, in form and substantive reasonably acceptable to the Administrative Agent and its counsel;
(ix) a favorable opinion of (a) Balch & Bingham, local counsel to the Loan Parties in Alabama and Mississippi, and (b) Smith Moore Leatherwood LLP, local counsel to the Loan Parties in North Carolina, in each case addressed to the Administrative Agent and the Secured Parties, in form and substantive reasonably acceptable to the Administrative Agent and its counsel;
(x) [Intentionally omitted];
(xi) a certificate of a Responsible Officer of each Loan Party either (A) certifying that all consents, licenses and approvals (other than routine change of ownership filings and other routine healthcare filings) required in connection with the consummation by such Loan Party of the Transaction and the execution, delivery and performance by such Loan Party and the validity against such Loan Party of the Loan Documents to which it is a party have been obtained, and such consents, licenses and approvals shall be in full force and effect, in each case except to the extent that failure to do so would not reasonably be expected to have a Material Adverse Effect or (B) stating that no such consents, licenses or approvals are so required;
(xii) a certificate signed by a Responsible Officer of the Borrower certifying (A) that, subject to the proviso in the first paragraph of Section 4.02, the conditions specified in Sections 4.02(a) and (b) have been satisfied, and (B) that the condition set forth under Section 4.01(e) is met;
(xiii) a certificate substantially in the form of Exhibit J attesting to the Solvency of the Borrower and its Subsidiaries before and immediately after giving effect to the Transaction, from the Borrowers chief financial officer;
(xiv) evidence that all insurance required to be maintained pursuant to the Loan Documents has been obtained (including, without limitation, flood insurance for any Mortgaged Property) and is in effect, together with the certificates of insurance and endorsements, naming the Administrative Agent, on behalf of the Secured Parties, as an additional insured or lenders loss payee, as the case may be, under all insurance policies maintained with respect to the assets and properties of the Loan Parties that constitutes Collateral;
(xv) [Reserved];
(xvi) evidence that the Existing Credit Agreement has been, or concurrently with the Closing Date is being, terminated and all Liens securing obligations under the Existing Credit Agreement have been, or concurrently with the Closing Date are being, released; and
(xvii) such other assurances, certificates, documents, consents or opinions as the Administrative Agent, the L/C Issuer or the Swing Line Lender reasonably may require.
(b) (i) All fees and expenses (including reasonable fees and expenses of Cahill Gordon & Reindel LLP, as counsel for the Arrangers and the Administrative Agent) required to be paid to the Administrative Agent and the Arrangers on or before the Closing Date shall have been paid and (ii) all fees required to be paid to the Lenders on or before the Closing Date shall have been paid.
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(c) After giving effect to the Transaction, the Borrower and its Subsidiaries shall have outstanding no Indebtedness or preferred stock other than (i) the Loans and other Credit Extensions, (ii) the Senior Notes, and (iii) other Indebtedness listed on Schedule 7.02.
(d) The First Merger shall be consummated pursuant to the Merger Agreement substantially concurrently with the Closing Date, and the Administrative Agent shall have received, or shall receive concurrently, certified copies of a certificate of merger or other confirmation satisfactory to the Arrangers of the consummation of the First Merger from the Secretary of State of the State of Delaware.
(e) (i) Except for the distribution of the Long-Term Care Business and the Girling New York Business as contemplated by Section 7.12 of the Merger Agreement or as set forth on Schedule 4.9(a) of the Merger Agreement, since December 31, 2012, there shall not have occurred and be continuing an Acquired Business Material Adverse Effect, and (ii) there shall not have occurred and be continuing an Acquired Business Material Adverse Effect since August 31, 2013.
(f) The Administrative Agent shall have received (a) audited consolidated balance sheets of the Borrower and Harden Healthcare Holdings, Inc., respectively, and the related statements of income, changes in equity and cash flows of the Borrower and Harden Healthcare Holdings, Inc., respectively, for the three most recently completed fiscal years ended at least 90 days before the Closing Date and (b) unaudited consolidated balance sheets and related statements of income and cash flows of the Borrower and Harden Healthcare Holdings, Inc., respectively, for each subsequent fiscal quarter after December 31, 2012 ended at least 45 days before the Closing Date.
(g) On the Closing Date and immediately prior to giving effect to the First Merger, the representations and warranties with respect to the Acquired Business and its Subsidiaries shall be true and correct to the extent required by the condition set forth in Section 8.2(a) of the Merger Agreement.
Without limiting the generality of the provisions of the last paragraph of Section 9.03, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.
4.02. Conditions to All Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Loans to the other Type, or a continuation of Eurodollar Rate Loans) is subject to the following conditions precedent (provided that notwithstanding anything in this Section 4.02 to the contrary, only the accuracy of the representations and warranties of the Borrower and its Subsidiaries specified in Sections 5.01(b)(ii), 5.02 (with respect to the authorization of the execution and delivery of each of the Loan Documents), 5.03(a), 5.03(c), 5.04, 5.14, 5.18, 5.21, 5.25, 5.28 and 5.29; provided that (A) with respect to Section 5.02(c), to the extent any such conflicts would, individually or in the aggregate, reasonably be expected to give rise to a Material Adverse Effect, (B) with respect to Section 5.18, as to the Solvency of the Borrower and its Subsidiaries on a consolidated basis on the Closing Date immediately after giving effect to the Transaction, (C) with respect to Section 5.21, to the extent that any Collateral (or the creation or perfection of any security interest therein), in each case intended to be made or granted (determined in accordance with the principles set forth in Section 6.12) is not or cannot be made or granted on the Closing Date (other than (i) Uniform Commercial Code lien searches, (ii) the pledge and perfection of collateral with respect to which a lien may be perfected upon the Closing Date solely by the filing of financing statements under the Uniform Commercial Code and (iii) the pledge and perfection of security interests in the capital stock of the Borrower and its domestic Subsidiaries with respect to which a Lien may be perfected upon the Closing Date by the delivery of a stock certificate) after use by the Borrower of commercially reasonable efforts to do so, then the provision of any such Collateral (or creation or perfection of a security interest therein) shall not constitute a condition precedent to the Closing Date but shall be required to be delivered within the time periods to be mutually agreed by the Borrower and the Administrative Agent), shall be a condition to the Credit Extension on the Closing Date):
(a) The representations and warranties of the Borrower contained in Article V or any other Loan Document shall be true and correct in all material respects (unless otherwise qualified by materiality or the occurrence of a Material Adverse Effect) on and as of the date of such Credit Extension, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (unless otherwise qualified by materiality or the occurrence of a Material Adverse Effect) as of such earlier date, and except that for purposes of this Section 4.02, the representations and warranties contained in Sections 5.05(a) and (b) shall be deemed to refer to the most recent statements furnished pursuant to Sections 6.01(a) and (b), respectively.
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(b) No Default shall exist, or would result from such proposed Credit Extension or from the application of the proceeds thereof.
(c) The Administrative Agent and, if applicable, the L/C Issuer or the Swing Line Lender shall have received a Request for Credit Extension in accordance with the requirements hereof.
Each Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Loans to the other Type or a continuation of Eurodollar Rate Loans) submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a) and (b) have been satisfied on and as of the date of the applicable Credit Extension.
ARTICLE V
REPRESENTATIONS AND WARRANTIES
The Borrower represents and warrants to the Administrative Agent and the Lenders that:
5.01. Existence, Qualification and Power. Each Loan Party and each of its Subsidiaries (a) is duly organized or formed, validly existing and, as applicable, in good standing under the Laws of the jurisdiction of its incorporation or organization, (b) has all requisite power and authority and all requisite governmental licenses, authorizations, consents and approvals to (i) own or lease its assets and carry on its business and (ii) execute, deliver and perform its obligations under the Loan Documents and Related Documents to which it is a party and consummate the Transaction and (c) is duly qualified and is licensed and, as applicable, in good standing under the Laws of each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification or license, except in each case referred to in clause (b)(i) or (c), to the extent that failure to do so would not reasonably be expected to have a Material Adverse Effect.
5.02. Authorization; No Contravention. The execution, delivery and performance by each Loan Party of each Loan Document and Related Document to which such Person is or is to be a party have been duly authorized by all necessary corporate or other organizational action, and do not and will not (a) contravene the terms of any of such Persons Organization Documents; (b) conflict with or result in any breach or contravention of, or the creation of any Lien under, or require any payment to be made under (i) any Contractual Obligation to which such Person is a party or affecting such Person or the properties of such Person or any of its Subsidiaries or (ii) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject; or (c) violate any Law except in each case referred to in clause (b)(i), (b)(ii) or (c), to the extent that such contravention or violation would not reasonably be expected to have a Material Adverse Effect.
5.03. Governmental Authorization; Other Consents. No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other Person is necessary or required in connection with (a) the execution, delivery or performance by, or enforcement against, any Loan Party of this Agreement or any other Loan Document or Related Document, or for the consummation of the Transaction, (b) the grant by any Loan Party of the Liens granted by it pursuant to the Collateral Documents, (c) the perfection or maintenance of the Liens created under the Collateral Documents (including the priority nature thereof) or (d) the exercise by the Administrative Agent or any Lender of its rights under the Loan Documents or the remedies in respect of the Collateral pursuant to the Collateral Documents except for (i) filings necessary to perfect the Liens on the Collateral granted by the Loan Parties in favor of the Secured Parties, (ii) the filings of the certificates of merger in respect of the Merger, (iii) the approvals, consents, exemptions, authorizations, actions, notices and filings which have been duly obtained, taken, given or made and are in full force and effect and (iv) those approvals, consents, exemptions,
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authorizations or other actions, notices or filings, the failure to obtain or make which in each case would not reasonably be expected to have a Material Adverse Effect. All applicable waiting periods in connection with the Transaction have expired without any action having been taken by any Governmental Authority restraining, preventing or imposing materially adverse conditions upon the Transaction or the rights of the Loan Parties or their Subsidiaries freely to transfer or otherwise dispose of, or to create any Lien on, any properties now owned or hereafter acquired by any of them. The Merger has been consummated in accordance with the Merger Agreement and applicable Law.
5.04. Binding Effect. This Agreement has been, and each other Loan Document, when delivered hereunder, will have been, duly executed and delivered by each Loan Party that is party thereto. This Agreement constitutes, and each other Loan Document when so delivered will constitute, a legal, valid and binding obligation of such Loan Party, enforceable against each Loan Party that is party thereto in accordance with its terms except as such enforceability may be limited by Debtor Relief Laws and by general principles of equity.
5.05. Financial Statements; No Material Adverse Effect.
(a) The Audited Financial Statements with respect to the Borrower, and, to the Borrowers knowledge, the Audited Financial Statements with respect to the Acquired Business (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present in all material respects the financial condition of the Borrower and its Subsidiaries or the Acquired Business and its Subsidiaries, as the case may be, as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the periods covered thereby, except as otherwise expressly noted therein; and (iii) show all material Indebtedness and other material liabilities, direct or contingent, of the Borrower and its Subsidiaries or the Acquired Business and its Subsidiaries, as the case may be, as of the date thereof, including liabilities for taxes, material commitments and Indebtedness.
(b) The unaudited consolidated balance sheets with respect to the Borrower dated March 31, 2013 and June 30, 2013, and, to the Borrowers knowledge, the unaudited consolidated balance sheets with respect to Harden Healthcare Holdings, Inc., dated March 31, 2013 and June 30, 2013, and the related consolidated statements of income or operations and cash flows for the fiscal quarter ended on that date, in each case, (x) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (y) fairly present in all material respects the financial condition of the Borrower and its Subsidiaries or the Acquired Business and its Subsidiaries, as the case may be, as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (x) and (y), to the absence of footnotes and to normal year-end audit adjustments. Except as set forth on Schedule 5.05, none of the Borrower and its consolidated Subsidiaries and the Acquired Business and its consolidated Subsidiaries as of the date of such financial statements has any material Indebtedness or other material liabilities, direct or contingent, including liabilities for unpaid taxes and Indebtedness, in each case required by GAAP to be reflected on their balance sheets, except as reflected on such balance sheets referred to above.
(c) Since the date of the Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, that has had or would reasonably be expected to have a Material Adverse Effect.
(d) The consolidated pro forma balance sheet of the Borrower and its Subsidiaries as at June 30, 2013, and the related consolidated pro forma statements of income and cash flows of the Borrower and its Subsidiaries for the twelve months then ended, certified by the chief financial officer or treasurer of the Borrower, copies of which have been furnished to each Lender, fairly present in all material respects the consolidated pro forma financial condition of the Borrower and its Subsidiaries as at such date and the consolidated pro forma results of operations of the Borrower and its Subsidiaries for the period ended on such date, in each case giving effect to the Transaction, all in accordance with GAAP.
(e) The consolidated forecasted balance sheet, statements of income and cash flows of the Borrower and its Subsidiaries delivered pursuant to Sections 4.01 and 6.01(c) were prepared in good faith on the basis of the assumptions stated therein, which assumptions were believed to be reasonable in light of the conditions existing at the time of delivery of such forecasts, it being understood that actual results may vary from such forecasts and that such variations may be material.
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5.06. Litigation. Except as set forth on Schedule 5.06, there are no actions, suits, proceedings, claims or disputes pending or, to the knowledge of the Borrower, threatened, at law, in equity, in arbitration or before any Governmental Authority, by or against the Borrower or any of its Subsidiaries or against any of their properties or revenues that (a) purport to affect or pertain to this Agreement, any other Loan Document, any Related Document or the consummation of the Transaction, or (b) either individually or in the aggregate, if determined adversely, would reasonably be expected to have a Material Adverse Effect.
5.07. No Default. Neither any Loan Party nor any Subsidiary thereof is in default under or with respect to, or a party to, any Contractual Obligation that would, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. No Default has occurred and is continuing or would reasonably be expected to result from the consummation of the transactions contemplated by this Agreement or any other Loan Document.
5.08. Ownership of Property; Liens; Investments.
(a) Each Loan Party and each of its Subsidiaries has good record and marketable title in fee simple to all Material Owned Real Property except for such defects in title as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, or valid leasehold interests in all Material Owned Real Property Leases necessary or used in the ordinary conduct of its business.
(b) Schedule 5.08(b) sets forth, as of the Closing Date, a complete and accurate list of all Liens on the property or assets of each Loan Party except for those Liens allowed under Section 7.01 (other than Section 7.01(b)), showing the lienholder thereof, the principal amount of the obligations secured thereby and the property or assets of such Loan Party subject thereto. The property of each Loan Party and each of its Subsidiaries is subject to no Liens, other than Liens set forth on Schedule 5.08(b), and as otherwise permitted by Section 7.01.
(c) Schedule 5.08(c) sets forth, as of the Closing Date, a complete and accurate list of all Material Owned Real Property owned by each Loan Party and each of its Subsidiaries, showing as of the date hereof the street address, county or other relevant jurisdiction, state, record owner and book and fair value thereof. Each Loan Party and each of its Subsidiaries has good, marketable and insurable fee simple title to the Material Owned Real Property owned by such Loan Party or such Subsidiary, free and clear of all Liens, other than Liens created or permitted by the Loan Documents or otherwise permitted by Section 7.01.
(d) Schedule 5.08(d) sets forth, as of the Closing Date, a complete and accurate list of all material Investments held by any Loan Party or any Subsidiary of a Loan Party, showing as of the Closing Date the amount, obligor or issuer and maturity, if any, thereof.
5.09. Environmental Compliance.
Except with respect to any matters that, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect, neither any Loan Party nor any Subsidiary (a) has failed to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (b) has or would reasonably be expected to become subject to any Environmental Liability, (c) has received notice of any claim, complaint, proceeding, investigation or inquiry with respect to any Environmental Liability (and no such claim, complaint, proceeding, investigation or inquiry is pending or, to the knowledge of the Borrower, is threatened) or (d) knows of any facts, events or circumstances, including any Release or threat of Release of any Hazardous Materials at any property, that would reasonably be expected to give rise to any basis for any Environmental Liability of any Loan Party or any Subsidiary.
5.10. Insurance. The properties of the Borrower and its Subsidiaries are insured with financially sound and reputable insurance companies (which shall include an Approved Captive Insurance Subsidiary) in such amounts, with such deductibles and covering such risks as are customarily carried by companies engaged in similar businesses and owning similar properties in localities where the Borrower or the applicable Subsidiary operates and as otherwise required by Section 6.07.
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5.11. Taxes. Except as would not reasonably be expected to, individually or in the aggregate, have a Material Adverse Effect, the Borrower and each of its Subsidiaries have filed all Tax returns and reports required to be filed, and have paid all Taxes levied or imposed upon them or their properties, income or assets (including in its capacity as withholding agent) otherwise due and payable, except those which are being contested in good faith by appropriate proceedings diligently conducted and for which adequate reserves have been provided in accordance with GAAP. There is no current or proposed Tax assessment, deficiency or other claim against the Borrower or any Subsidiary that would reasonably be expected to, individually or in the aggregate, have a Material Adverse Effect. The Merger will not be taxable to the Borrower, the Acquired Business or any of their respective Subsidiaries or Affiliates.
5.12. ERISA Compliance.
(a) Each Plan is in compliance in all respects with the applicable provisions of ERISA, the Code and other federal or state laws except where such noncompliance would not reasonably be expected to result in a Material Adverse Effect. Each Pension Plan that is intended to be a qualified plan under Section 401(a) of the Code has received a favorable determination letter from the Internal Revenue Service to the effect that the form of such Plan is qualified under Section 401(a) of the Code and the trust related thereto has been determined by the Internal Revenue Service to be exempt from federal income tax under Section 501(a) of the Code, or an application for such a letter is currently being processed by the Internal Revenue Service. To the knowledge of the Borrower, nothing has occurred that would prevent or cause the loss of such tax-qualified status.
(b) There are no pending or, to the knowledge of the Borrower, threatened claims, actions or lawsuits, or action by any Governmental Authority, with respect to any Plan that would reasonably be expected to have a Material Adverse Effect. There has been no prohibited transaction or violation of the fiduciary responsibility rules with respect to any Plan that has resulted or would reasonably be expected to result in a Material Adverse Effect.
(c) (i) No ERISA Event has occurred, and neither the Borrower nor any ERISA Affiliate is aware of any fact, event or circumstance that would reasonably be expected to constitute or result in an ERISA Event with respect to any Pension Plan; (ii) the Borrower and each ERISA Affiliate has met all applicable requirements under the Pension Funding Rules in respect of each Pension Plan, and no waiver of the minimum funding standards under the Pension Funding Rules has been applied for or obtained; (iii) as of the most recent valuation date for any Pension Plan, the funding target attainment percentage (as defined in Section 430(d)(2) of the Code) is 60% or higher and neither the Borrower nor any ERISA Affiliate knows of any facts or circumstances that would reasonably be expected to cause the funding target attainment percentage for any such plan to drop below 60% as of the most recent valuation date; (iv) neither the Borrower nor any ERISA Affiliate has incurred any liability to the PBGC other than for the payment of premiums, and there are no premium payments which have become due that are unpaid; (v) neither the Borrower nor any ERISA Affiliate has engaged in a transaction that could be subject to Section 4069 or Section 4212(c) of ERISA; and (vi) no Pension Plan has been terminated by the plan administrator thereof nor by the PBGC, and no event or circumstance has occurred or exists that would reasonably be expected to cause the PBGC to institute proceedings under Title IV of ERISA to terminate any Pension Plan.
(d) Neither the Borrower or any ERISA Affiliate maintains or contributes to, or has any unsatisfied obligation to contribute to, or liability under, any active or terminated Pension Plan other than (A) on the Closing Date, those listed on Schedule 5.12(d) hereto and (B) thereafter, Pension Plans not otherwise prohibited by this Agreement.
5.13. Subsidiaries; Equity Interests; Loan Parties. As of the Closing Date, no Loan Party has any Subsidiaries other than those specifically disclosed in Part (a) of Schedule 5.13, and all of the outstanding Equity Interests in such Subsidiaries have been validly issued, are fully paid and non-assessable and are owned by a Loan Party in the amounts specified on Part (a) of Schedule 5.13 free and clear of all Liens except (i) those created under the Collateral Documents, and (ii) any nonconsensual Lien that is permitted under Section 7.01. No Loan Party has any equity investments in any other corporation or entity other than those specifically disclosed in Part (b) of Schedule 5.13. All of the outstanding Equity Interests in the Borrower have been validly issued, are fully paid and non-assessable. Set forth on Part (d) of Schedule 5.13 is a complete and accurate list of all Loan Parties as of the Closing Date, showing (as to each Loan Party) the jurisdiction of its incorporation, the address of its principal place of business and its U.S. taxpayer identification number or, in the case of any non-U.S. Loan Party that does not have a U.S.
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taxpayer identification number, its unique identification number issued to it by the jurisdiction of its incorporation. The copy of the Organizational Documents of each Loan Party and each amendment thereto provided pursuant to Section 4.01(a)(vii) is a true and correct copy of each such document, each of which is valid and in full force and effect.
5.14. Margin Regulations; Investment Company Act.
(a) The Borrower is not engaged and will not engage, principally or as one of its important activities, in the business of purchasing or carrying margin stock (within the meaning of Regulation U issued by the FRB), or extending credit for the purpose of purchasing or carrying margin stock. Following the application of the proceeds of each Borrowing or drawing under each Letter of Credit, not more than 25% of the value of the assets (either of the Borrower only or of the Borrower and its Subsidiaries on a consolidated basis) subject to the provisions of Section 7.01 or Section 7.05 or subject to any restriction contained in any agreement or instrument between the Borrower and any Lender or any Affiliate of any Lender relating to Indebtedness and within the scope of Section 8.01(e) will be margin stock.
(b) None of the Borrower, any Person Controlling the Borrower, or any Subsidiary is or is required to be registered as an investment company under the Investment Company Act of 1940.
5.15. Disclosure. No report, financial statement, certificate or other written information furnished by or on behalf of any Loan Party to the Administrative Agent or any Lender in connection with the Transaction and the negotiation of this Agreement or delivered hereunder or under any other Loan Document (in each case as modified or supplemented by other information so furnished) contains any material misstatement of fact or omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not materially misleading; provided that, with respect to projected financial information, the Borrower represents only that such information was prepared in good faith based upon assumptions believed to be reasonable at the time of preparation; it being understood that such projections may vary from actual results and that such variances may be material.
5.16. Compliance with Laws. Except as set forth on Schedule 5.16, each Loan Party and each Subsidiary thereof is in compliance in all respects with the requirements of all Laws and all orders, writs, injunctions and decrees applicable to it or to its properties, except in such instances in which such requirement of Law or order, writ, injunction or decree is being contested in good faith by appropriate proceedings diligently conducted or where such noncompliance would not reasonably be expected to have a Material Adverse Effect.
5.17. Intellectual Property; Licenses, Etc. Each Loan Party and each of its Subsidiaries own, or possess the right to use, all of the trademarks, service marks, trade names, copyrights, patents, patent rights, franchises, licenses and other intellectual property rights (collectively, IP Rights) that are reasonably necessary for the operation of their respective businesses, without conflict to the Borrowers knowledge with the rights of any other Person, and Schedule 5.17 sets forth, as of the Closing Date, a complete and accurate list of all registered IP Rights owned or used by each Loan Party and each of its Subsidiaries. To the knowledge of the Borrower, no slogan or other advertising device, product, process, method, substance, part or other material or operation of their respective business now employed, or now contemplated to be employed, by any Loan Party or any of its Subsidiaries and material to the business of such Loan Party or Subsidiary infringes upon or violates any rights held by any other Person. No claim or litigation regarding any of the foregoing is pending or, to the knowledge of the Borrower, threatened in writing, which, either individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect.
5.18. Solvency. On the Closing Date immediately after giving effect to the Transaction, the Loan Parties, on a consolidated basis, are Solvent.
5.19. Casualty, Etc. Neither the businesses nor the properties, including without limitation, the Mortgaged Properties, of any Loan Party or any of its Subsidiaries are affected by any Casualty Event (whether or not covered by insurance) that, either individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect.
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5.20. Labor Matters. There are no strikes, stoppages or slowdowns or other labor disputes against the Borrower or any of its Subsidiaries pending or, to the knowledge of the Borrower, threatened that (individually or in the aggregate) would reasonably be expected to have a Material Adverse Effect. Except as set forth on Schedule 5.20, to the knowledge of the Borrower, hours worked by and payment made to employees of the Borrower and its Subsidiaries have not been in violation of the Fair Labor Standards Act or any other applicable requirement of law dealing with such matters that (individually or in the aggregate) would reasonably be expected to have a Material Adverse Effect. All payments due from the Borrower or any of its Subsidiaries on account of employee health and welfare insurance that (individually or in the aggregate) would reasonably be expected to have a Material Adverse Effect if not paid have been paid or accrued as a liability on the books of the Borrower or the relevant Subsidiary.
5.21. Collateral Documents. The provisions of the Collateral Documents are effective to create in favor of the Administrative Agent for the benefit of the Secured Parties a legal, valid and enforceable first priority Lien (subject to Liens permitted by Section 7.01) on all right, title and interest of the respective Loan Parties in the Collateral described therein. Except for filings completed prior to the Closing Date and as contemplated hereby and by the Collateral Documents, no filing or other action will be necessary to perfect or protect such Liens.
5.22. [Reserved].
5.23. Regulation H. No Mortgage encumbers improved real property that is located in an area that has been identified by the Secretary of Housing and Urban Development as an area having special flood hazards and in which flood insurance has been made available under the National Flood Insurance Act of 1968.
5.24. Use of Proceeds. The Borrower will use the proceeds of (a) the Initial Term Loans to effect the Transaction and pay related fees and expenses and (b) the Revolving Credit Loans and Swing Line Loans on and after the Closing Date to provide ongoing working capital and for other general corporate purposes (including to effect Permitted Acquisitions).
5.25. Senior Debt. The Obligations constitute Designated Senior Indebtedness (or similar term) under, and defined in, any Subordinated Indebtedness of the Borrower and its Subsidiaries.
5.26. Compliance with Health Care Laws. Without limiting the generality of any other representation and warranty contained herein:
(a) Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, each of the Borrower, its Subsidiaries, and their respective officers, directors, employees, agents and contractors (exercising their respective duties on behalf of the Borrower or any of its Subsidiaries) and each hospice that is not a Subsidiary operated by the Borrower or a Subsidiary is, and within the last six years has been, in compliance with all relevant Health Care Laws, and, with respect to the civil monetary penalty law (42 U.S.C. § 1320a-7a), none of them has engaged in any conduct that would result in a material violation of any law or regulation for which penalties could be imposed under 42 U.S.C. § 1320a-7a.
(b) Except as set forth on Schedule 5.26(b) and except as would not, individually or in the aggregate reasonably be expected to have a Material Adverse Effect, each of the Borrower and its Subsidiaries and each hospice that is not a Subsidiary but is operated by the Borrower or a Subsidiary has (i) all licenses, consents, certificates, permits, authorizations, approvals, franchises, registrations, certificates of need, accreditations, and other rights from, and has made all declarations and filings with, all applicable Governmental Authorities, Medicare Administrative Contractors and accrediting organizations (each, a Health Care Permit) necessary to operate its business, and (ii) not received notice and has no knowledge that any Governmental Authority, Medicare Administrative Contractor or accreditation organization is considering limiting, suspending, terminating, or revoking any such Health Care Permit. All such Health Care Permits are valid and in full force and effect, except as would not reasonably be expected to have a Material Adverse Effect, and the Borrower and each of its Subsidiaries and each hospice that is not a Subsidiary but is operated by the Borrower or a Subsidiary is in material compliance with the terms and conditions of all such Health Care Permits and with the rules and regulations of the Governmental Authorities, Medicare Administrative Contractors and accrediting organizations having jurisdiction with respect to such Health Care Permits.
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(c) To the extent it participates in a particular Program, each of the Borrower and its Subsidiaries and each hospice that is not a Subsidiary but is operated by the Borrower or a Subsidiary meets all of the requirements of participation and payment of Medicare, Medicaid, Tricare any other state or federal government health care programs, and any other public or private third party payor programs (collectively, Programs) and is a party to valid participation agreements for payment by such Programs, except as would not reasonably be expected to have a Material Adverse Effect. Except as set forth on Schedule 5.26(c), there is no investigation, audit, claim review, or other action pending or, to the knowledge of the Borrower, threatened which could result in a revocation, suspension, termination, probation, material restriction, material limitation, or non-renewal of any Program participation agreement or result in the Borrower or any of its Subsidiaries exclusion from any Program, except as would not reasonably be expected to have a Material Adverse Effect. Schedule 5.26(c) sets forth an accurate, complete and current list of (i) all Medicaid, Tricare and other state and federal government health care program participation agreements, or, in the case of Medicare, each provider number, and (ii) the top twenty-five (25) payors, by revenue, in each case, of the Borrower and its Subsidiaries, on a consolidated basis, as of the Closing Date.
(d) None of the Borrower, any of its Subsidiaries, or their respective officers, directors and, to the Borrowers knowledge, employees, agents and contractors has been or is currently excluded from participation in government health care programs pursuant to 42 U.S.C. § 1320a-7; except (i) as set forth on Schedule 5.26(d) and (ii) with respect to employees, agents or contractors, where exclusion from participation in such government health programs would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
(e) Except as set forth on Schedule 5.26(e), as of the Closing Date, none of the Borrower or any of its Subsidiaries, or any hospice that is not a Subsidiary but is operated by the Borrower or a Subsidiary (i) is a party to a corporate integrity agreement, (ii) has any reporting obligations pursuant to a settlement agreement, plan of correction, or other remedial measure entered into with any Governmental Authority or any Medicare Administrative Contractor, or (iii) has been served with or received any search warrant, subpoena, civil investigative demand or contact letter, or received notice of any audit (other than routine audits in the ordinary course of business) from any Governmental Authority or any Medicare Administrative Contractor related to its business operations. The Borrower and each of its Subsidiaries, as applicable, has complied in all material respects with the terms and conditions of any corporate integrity agreements, settlement agreements, plans of correction, other remedial measures, search warrants, subpoenas, civil investigative demands, or contract letters set forth on Schedule 5.26(e).
5.27. HIPAA Compliance.
(a) To the extent that and for so long as (i) the Borrower or any of its Subsidiaries or any hospice that is not a Subsidiary but is operated by the Borrower or a Subsidiary is a covered entity as defined in 45 C.F.R. § 160.103, (ii) the Borrower or any of its Subsidiaries and/or its respective business and operations are subject to or covered by the HIPAA administrative requirements codified at 45 C.F.R. Parts 160 and 162 (the Administrative Rules) and/or the HIPAA security and privacy requirements codified at 45 C.F.R. Parts 160 and 164 (the Privacy and Security Rules), and/or (iii) the Borrower or any of its Subsidiaries sponsors any group health plans as defined in 45 C.F.R. § 160.103, such Person has, except to the extent that the failure to do any of the following would not reasonably be expected to have a Material Adverse Effect: (x) completed, or will complete on or before any applicable compliance date, surveys, audits, inventories, reviews, analyses and/or assessments, including risk assessments (collectively Assessments), of all areas of its business and operations subject to HIPAA and/or that could be adversely affected by the failure of such Person to be HIPAA Compliant to the extent these Assessments are appropriate or required for such Person to be HIPAA Compliant; (y) established, or will establish a plan on or before any applicable compliance date, for the Borrower and each of its Subsidiaries and each hospice that is not a Subsidiary but is operated by the Borrower or a Subsidiary to be and remain HIPAA Compliant (a HIPAA Compliance Plan); and (z) implemented, or will implement on or before any applicable compliance date, its HIPAA Compliance Plan to ensure that such Person is HIPAA Compliant. For purposes of this Agreement, HIPAA Compliant shall mean that a Person (1) is in compliance in all material respects with the applicable requirements of HIPAA, including all requirements
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of the Administrative Rules and the Privacy and Security Rules and (2) is not subject to, and would not reasonably be expected to become subject to, any civil or criminal penalty or any investigation, claim or process that would reasonably be expected to have a Material Adverse Effect.
(b) The Borrower and each of its Subsidiaries and/or certain other respective Affiliates thereof have elected to be treated as a single covered entity in accordance with the Privacy and Security Rules (45 C.F.R. § 164.105(b)), have documented such affiliation in accordance with 45 C.F.R. § 164.105(b), and are in compliance with the requirements of 45 C.F.R. § 164.105(b).
5.28. Anti-Corruption Laws and Sanctions.
The Borrower has implemented and maintains in effect policies and procedures designed to ensure compliance by the Borrower, its Subsidiaries and their respect directors, officers, employees and agents with Anti-Corruption Laws and applicable Sanctions, and the Borrower, its Subsidiaries and their respective officers and employees and to the knowledge of the Borrower its directors and agents, are in compliance with Anti-Corruption Laws and applicable Sanctions. None of (a) the Borrower, any Subsidiary or any of their respective directors, officers or employees, or (b) to the knowledge of the Borrower, any agent of the Borrower or any Subsidiary that will act in any capacity in connection with or benefit from the credit facility established hereby, is a Sanctioned Person. No Borrowing or Letter of Credit, use of proceeds or other transaction contemplated by the Credit Agreement will violate Anti-Corruption Laws or applicable Sanctions.
5.29. PATRIOT Act.
To the extent applicable, each Loan Party is in compliance with any applicable requirement of law relating to terrorism or money laundering in the respective jurisdictions in which such Loan Party or its Affiliates operates, including Executive Order No. 13224 on Terrorist Financing, effective September 24, 2011, and the PATRIOT Act.
ARTICLE VI
AFFIRMATIVE COVENANTS
So long as any Lender shall have any Commitment hereunder, any Loan or other Obligation hereunder shall remain unpaid or unsatisfied, or any Letter of Credit shall remain outstanding, the Borrower shall, and shall (except in the case of the covenants set forth in Sections 6.01, 6.02, 6.03 and 6.11) cause each Subsidiary to:
6.01. Financial Statements. Deliver to the Administrative Agent, in form and detail reasonably satisfactory to the Administrative Agent and the Required Lenders:
(a) as soon as available, but in any event within 90 days after the end of each fiscal year of the Borrower (or, if earlier, 15 days after the date required to be filed with the SEC (without giving effect to any extension permitted by the SEC)) (commencing with the fiscal year ending December 31, 2013), a consolidated and consolidating balance sheet of the Borrower and its Subsidiaries as at the end of such fiscal year, and the related consolidated and consolidating statements of income or operations, changes in shareholders equity, and cash flows for such fiscal year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail and prepared in accordance with GAAP, such consolidated statements to be audited and accompanied by a report and opinion of an independent certified public accountant of nationally recognized standing reasonably acceptable to the Required Lenders, which report and opinion shall be prepared in accordance with generally accepted auditing standards and shall not be subject to any going concern or like qualification or exception or any qualification or exception as to the scope of such audit, and such consolidating statements to be certified by the chief executive officer, chief financial officer, treasurer or controller of the Borrower to the effect that such statements are fairly stated in all material respects when considered in relation to the consolidated financial statements of the Borrower and its Subsidiaries;
(b) as soon as available, but in any event within 45 days after the end of each of the first three fiscal quarters of each fiscal year of the Borrower (or, if earlier, 5 days after the date required to be
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filed with the SEC (without giving effect to any extension permitted by the SEC)) (commencing with the fiscal quarter ended September 30, 2013), a consolidated and consolidating balance sheet of the Borrower and its Subsidiaries as at the end of such fiscal quarter, and the related consolidated and consolidating statements of income or operations and cash flows for such fiscal quarter and for the portion of the Borrowers fiscal year then ended, setting forth in each case in comparative form the figures for the corresponding fiscal quarter of the previous fiscal year and the corresponding portion of the previous fiscal year, all in reasonable detail, such consolidated statements to be certified by the chief executive officer, chief financial officer, treasurer or controller of the Borrower as fairly presenting in all material respects the financial condition, results of operations, shareholders equity and cash flows of the Borrower and its Subsidiaries in accordance with GAAP, subject only to normal year-end audit adjustments and the absence of footnotes and such consolidating statements to be certified by the chief executive officer, chief financial officer, treasurer or controller of the Borrower to the effect that such statements are fairly stated in all material respects when considered in relation to the consolidated financial statements of the Borrower and its Subsidiaries; and
(c) as soon as available, but in any event no later than 60 days after the end of each fiscal year of the Borrower, an annual business plan and budget of the Borrower and its Subsidiaries on a consolidated basis, including forecasts prepared by management of the Borrower, in form satisfactory to the Administrative Agent and the Required Lenders, of consolidated balance sheets and statements of income or operations and cash flows of the Borrower and its Subsidiaries on a quarterly basis for the then current fiscal year (including the fiscal year in which the Maturity Date for the Term Facilities occurs).
As to any information contained in materials furnished pursuant to Section 6.02(c), the Borrower shall not be separately required to furnish such information under Section 6.01(a) or (b) above, but the foregoing shall not be in derogation of the obligation of the Borrower to furnish the information and materials described in Sections 6.01(a) and (b) above at the times specified therein.
6.02. Certificates; Other Information. Deliver to the Administrative Agent, in form and detail satisfactory to the Administrative Agent and the Required Lenders:
(a) concurrently with the delivery of the financial statements referred to in Section 6.01(a), a certificate of its independent certified public accountants certifying such financial statements and, to the extent available without additional material cost to the Borrower, stating that in making the examination necessary therefor no knowledge was obtained of any Default under Section 7.11, or, if any such Default shall exist, stating the nature and status of such event;
(b) concurrently with the delivery of the financial statements referred to in Sections 6.01(a) and (b) (commencing with the delivery of the financial statements for the fiscal quarter ended December 31, 2013) a duly completed Compliance Certificate signed by the chief executive officer, chief financial officer, treasurer or controller of the Borrower (which delivery may, unless the Administrative Agent, or a Lender requests executed originals, be by electronic communication including fax or email and shall be deemed to be an original authentic counterpart thereof for all purposes);
(c) promptly after any request by the Administrative Agent or any Lender, copies of any detailed audit reports, management letters or recommendations submitted to the board of directors (or the audit committee of the board of directors) of any Loan Party by independent accountants in connection with the accounts or books of any Loan Party or any of its Subsidiaries, or any audit of any of them;
(d) promptly after the same are available, copies of each annual report, proxy or financial statement or other report or communication sent to the stockholders of the Borrower, and copies of all annual, regular, periodic and special reports and registration statements which the Borrower may file or be required to file with the SEC under Section 13 or 15(d) of the Securities Exchange Act of 1934, or with any national securities exchange, and in any case not otherwise required to be delivered to the Administrative Agent pursuant hereto;
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(e) promptly after the furnishing thereof, copies of any material statement or report furnished to any holder of debt securities of any Loan Party or of any of its Subsidiaries pursuant to the terms of any indenture, loan or credit or similar agreement and not otherwise required to be furnished to the Lenders pursuant to Section 6.01 or any other clause of this Section 6.02;
(f) as soon as available, but in any event within 30 days after the end of each fiscal year of the Borrower, a report summarizing the insurance coverage (specifying type, amount and carrier) in effect for the Loan Parties and their Subsidiaries in form and detail reasonably satisfactory to the Administrative Agent and containing such additional information as the Administrative Agent, or any Lender through the Administrative Agent, may reasonably specify;
(g) promptly, and in any event within five Business Days after receipt thereof by any Loan Party or any Subsidiary thereof, copies of each notice or other correspondence received from the SEC (or comparable agency in any applicable non-U.S. jurisdiction) concerning any investigation or possible investigation or other inquiry by such agency regarding financial or other operational results of any Loan Party or any Subsidiary thereof;
(h) not later than five Business Days after receipt thereof by any Loan Party or any Subsidiary thereof, copies of all material notices, requests and other documents (including amendments, waivers and other modifications) so received under or pursuant to any Related Document or material indenture, loan or credit or similar agreement and, from time to time upon request by the Administrative Agent, such information and reports regarding such Related Documents, instruments, indentures and loan and credit and similar agreements as the Administrative Agent may reasonably request;
(i) promptly after the assertion or occurrence thereof, notice of any action or proceeding against or of any noncompliance by any Loan Party or any of its Subsidiaries with any Environmental Law or Environmental Permit that would (i) reasonably be expected to have a Material Adverse Effect or (ii) cause any property described in the Mortgages to be subject to any materially adverse restrictions on ownership, occupancy, use or transferability under any Environmental Law;
(j) as soon as available, but in any event within 90 days after the end of each fiscal year of the Borrower, (i) a report supplementing Schedule 5.08(c) for each Loan Party, including an identification of all Material Owned Real Property disposed of by any Loan Party during such fiscal year, a list and description (including the street address, county or other relevant jurisdiction, state, record owner, book value and fair market value thereof) of all Material Owned Real Property acquired by such Loan Party during such fiscal year and a description of such other changes in the information included in such Schedule for such Loan Party as may be necessary for such Schedule to be accurate and complete; (ii) a report supplementing Schedule 5.17, setting forth (A) a list of registration numbers for all material U.S. patents, trademarks, service marks, trade names and copyrights awarded to any Loan Party during such fiscal year and (B) a list of all material U.S. patent applications, trademark applications, service mark applications, trade name applications and copyright applications submitted by any Loan Party during such fiscal year and the status of each such application; and (iii) a report supplementing Schedule 5.13 containing a description of all changes in the information included in such Schedule as may be necessary for such Schedule to be accurate and complete, each such report to be signed by a Responsible Officer of the Borrower and to be in a form reasonably satisfactory to the Administrative Agent;
(k) not later than 30 days after such amendment, copies of each material amendment to any Organization Document of any Loan Party; and
(l) promptly, such additional information regarding the business, financial, legal or corporate affairs of any Loan Party or any Subsidiary thereof, or compliance with the terms of the Loan Documents, as the Administrative Agent or any Lender may from time to time reasonably request.
Documents required to be delivered pursuant to Section 6.01(a) or (b) or Section 6.02(d) (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower posts such documents, or
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provides a link thereto on the Borrowers website on the Internet at the website address listed on Schedule 10.02; or (ii) on which such documents are posted on the Borrowers behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that: (i) the Borrower shall deliver paper copies of such documents to the Administrative Agent or any Lender upon its request to the Borrower to deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender and (ii) the Borrower shall notify the Administrative Agent (by facsimile or electronic mail) of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. The Administrative Agent shall have no obligation to request the delivery of or to maintain paper copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Borrower with any such request by a Lender for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents.
The Borrower hereby acknowledges that (a) the Administrative Agent and/or the Arrangers will make available to the Lenders and the L/C Issuer materials and/or information provided by or on behalf of the Borrower hereunder (collectively, Borrower Materials) by posting the Borrower Materials on IntraLinks or another similar electronic system (the Platform) and (b) certain of the Lenders (each, a Public Lender) may have personnel who do not wish to receive material non-public information with respect to the Borrower or its Affiliates, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons securities. The Borrower hereby agrees that it will use commercially reasonable efforts to identify that portion of the Borrower Materials that may be distributed to the Public Lenders and that (w) all such Borrower Materials shall be clearly and conspicuously marked PUBLIC which, at a minimum, shall mean that the word PUBLIC shall appear prominently on the first page thereof; (x) by marking Borrower Materials PUBLIC, the Borrower shall be deemed to have authorized the Administrative Agent, the Arrangers, the L/C Issuer and the Lenders to treat such Borrower Materials as not containing any material non-public information (although it may be sensitive and proprietary) with respect to the Borrower or its securities for purposes of United States federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 10.07); (y) all Borrower Materials marked PUBLIC are permitted to be made available through a portion of the Platform designated Public Side Information; and (z) the Administrative Agent and the Arrangers shall be entitled to treat any Borrower Materials that are not marked PUBLIC as being suitable only for posting on a portion of the Platform not designated Public Side Information.
6.03. Notices. Promptly notify the Administrative Agent and each Lender:
(a) of the occurrence of any Default;
(b) of any matter that has resulted or would reasonably be expected to result in a Material Adverse Effect, including (i) breach or non-performance of, or any default under, a Contractual Obligation of the Borrower or any Subsidiary; (ii) any dispute, litigation, investigation, proceeding or suspension between the Borrower or any Subsidiary and any Governmental Authority or any Medicare Administrative Contractor; or (iii) the commencement of, or any material development in, any litigation or proceeding affecting the Borrower or any Subsidiary, including pursuant to any applicable Environmental Laws;
(c) of the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, would reasonably be expected to result in liability of any Company in an aggregate amount exceeding $15,000,000;
(d) of any material change in accounting policies or financial reporting practices by any Loan Party or any Subsidiary thereof;
(e) of the (i) occurrence of any Disposition of property or assets or Casualty Event for which the Borrower is required to make a mandatory prepayment pursuant to Section 2.05(b)(ii) regardless of its election to reinvest Net Cash Proceeds and (ii) incurrence or issuance of any Indebtedness for which the Borrower is required to make a mandatory prepayment pursuant to Section 2.05(b)(iii); and
(f) of any announcement by Moodys or S&P of any change in a Debt Rating.
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Each notice pursuant to this Section 6.03 (other than Section 6.03(e) or (f)) shall be accompanied by a statement of a Responsible Officer of the Borrower setting forth details of the occurrence referred to therein and stating what action the Borrower has taken and proposes to take with respect thereto.
6.04. Payment of Obligations. Pay and discharge as the same shall become due and payable all its federal, state, and other material Taxes imposed upon it or its properties or assets (including in its capacity as withholding agent), unless the same are being contested in good faith by appropriate proceedings diligently conducted and adequate reserves in accordance with GAAP are being maintained by the Borrower or such Subsidiary.
6.05. Preservation of Existence, Etc. (a) Preserve, renew and maintain in full force and effect its legal existence and good standing under the Laws of the jurisdiction of its organization except in a transaction permitted by Section 7.04 or 7.05; provided, however, that the Borrower may consummate the Merger; (b) take all reasonable action to maintain all rights, privileges, permits, licenses and franchises necessary or desirable in the normal conduct of its business, except to the extent that failure to do so would not reasonably be expected to have a Material Adverse Effect; and (c) preserve or renew all of its registered patents, trademarks, trade names and service marks, the non-preservation of which would reasonably be expected to have a Material Adverse Effect.
6.06. Maintenance of Properties. (a) Maintain, preserve and protect all of its material properties and equipment necessary in the operation of its business in good working order and condition, ordinary wear and tear excepted; (b) make all necessary repairs thereto and renewals and replacements thereof except in the case of clauses (a) and (b) where the failure to do so would not reasonably be expected to have a Material Adverse Effect; and (c) use the standard of care typical in the industry in the operation and maintenance of its facilities.
6.07. Maintenance of Insurance.
(a) Maintain with financially sound and reputable insurance companies, which shall include an Approved Captive Insurance Subsidiary, insurance with respect to its properties and business against loss or damage of the kinds customarily insured against by Persons engaged in the same or similar business, of such types and in such amounts as are customarily carried under similar circumstances by such other Persons and providing for not less than 30 days prior notice to the Administrative Agent of termination, lapse or cancellation of such insurance.
(b) In addition to, and without limiting the foregoing, the Borrower and its Subsidiaries shall maintain or require the maintenance of medical malpractice and other professional insurance with a responsible insurance company, which shall include an Approved Captive Insurance Subsidiary, for and covering each Loan Party and each Loan Partys employees, officers, directors or contractors who provides professional medical services to patients. Such insurance shall cover such casualties, risks and contingencies, shall be of the type and in amounts, and may be subject to deductibles as are customarily maintained by Persons employed or serving in the same or a similar capacity.
(c) With respect to each Mortgaged Property, obtain flood insurance in such total amount and in such form as the Administrative Agent or the Required Lenders may from time to time reasonably require, if at any time the area in which any improvements are located on any Mortgaged Property is designated a flood hazard area in any Flood Insurance Rate Map published by the Federal Emergency Management Agency (or any successor agency), and otherwise comply with the National Flood Insurance Program as set forth in the Flood Disaster Protection Act of 1973, as amended from time to time.
6.08. Compliance with Health Care Laws.
(a) Comply with all applicable Health Care Laws except where noncompliance would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.
(b) Obtain, maintain and preserve, and take all necessary action to timely renew, all Health Care Permits which are necessary to operate its business except where such failure to obtain, maintain or preserve would not individually or in the aggregate reasonably be expected to result in a Material Adverse Effect.
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(c) (i) Remain in material compliance with all requirements of participation and payment of any Programs in which it participates, and (ii) maintain valid participation agreements for payment by any material Program that it bills and participates in.
(d) Comply in all material respects with all terms and conditions of each settlement agreement and corporate integrity agreement entered into with any Governmental Authority or any Medicare Administrative Contractor.
(e) Maintain on its behalf a corporate health care regulatory compliance program (CPP) which complies in all material respects with all applicable Health Care Laws and which, during the term of this Agreements, shall be modified from time to time, as necessary, to ensure continuing compliance in all material respects with all applicable Health Care Laws.
6.09. Books and Records. Maintain proper books of record and account, in which full, true and correct entries in all material respects in conformity with GAAP consistently applied shall be made of all financial transactions and matters involving the assets and business of the Borrower or such Subsidiary, as the case may be.
6.10. Inspection Rights. Permit representatives and independent contractors of the Administrative Agent and each Lender to visit and inspect any of its properties, to examine its corporate, financial and operating records, and make copies thereof or abstracts therefrom, and to discuss its affairs, finances and accounts with its directors, officers, and independent public accountants, all at the reasonable expense of the Borrower and at such reasonable times during normal business hours and as often as may be reasonably desired, upon reasonable advance notice to the Borrower; provided that, excluding any such visits and inspections during the continuation of an Event of Default, only the Administrative Agent on behalf of the Lenders may exercise rights under this Section 6.10 and the Administrative Agent shall not exercise such rights more often than two (2) times during any calendar year absent the existence of an Event of Default and only one (1) such time shall be at the Borrowers expense; provided, however, that when an Event of Default exists the Administrative Agent or any Lender (or any of their respective representatives or independent contractors) may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice. Notwithstanding anything to the contrary in this Section 6.10, none of the Borrower or any Loan Party will be required to disclose, permit the inspection, examination or making copies or abstracts of, or discussion of, any documents, information or other matter (i) that constitutes non-financial trade secrets or non-financial proprietary information, (ii) in respect of which disclosure to the Administrative Agent or any Lender (or their respective representatives or contractors) is prohibited by Law or any binding agreement or (iii) that is subject to attorney-client or similar privilege or constitutes attorney work product.
6.11. Use of Proceeds. Use the proceeds of the Credit Extensions (i) to finance the Merger and the Refinancing, (ii) to pay fees and expenses incurred in connection with the Transaction and (iii) to provide ongoing working capital and for general corporate purposes of the Borrower and its Subsidiaries.
6.12. Covenant to Guarantee Obligations and Give Security.
(a) Upon the formation or acquisition of any new direct or indirect wholly-owned Subsidiary (other than an Approved Captive Insurance Subsidiary, any not-for-profit entity, any Subsidiary of the Borrower that is a CFC or any Subsidiary of the Borrower that is held by a Subsidiary that is a CFC) by any Loan Party (which, for the purposes of this paragraph, shall include any existing Subsidiary that ceases to be an Approved Captive Insurance Subsidiary), then the Borrower shall, at the Borrowers expense:
(i) within 30 days after such formation or acquisition, cause such Subsidiary to duly execute and deliver to the Administrative Agent a joinder to the Guaranty,
(ii) within 30 days after such formation or acquisition, furnish to the Administrative Agent a Perfection Certificate Supplement with respect to such Subsidiary including a description of the Material Owned Real Property and registered U.S. patents, trademarks, and copyrights of such Subsidiary, in detail reasonably satisfactory to the Administrative Agent,
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(iii) within 30 days after such formation or acquisition, cause the equity interests in such Subsidiary to be pledged to the Administrative Agent to the extent required by the Security Agreement and cause such Subsidiary to duly execute and deliver to the Administrative Agent Security Agreement Supplements and IP Security Agreement Supplements (including delivery of all Pledged Securities in and of such Subsidiary, and other instruments of the type specified in Section 4.01(a)(iii)),
(iv) within 30 days after such formation or acquisition, cause such Subsidiary and each direct parent of such Subsidiary (if it has not already done so) to take whatever action (including the filing of Uniform Commercial Code financing statements and the endorsement of notices on title documents) as may be reasonably necessary or advisable in the opinion of the Administrative Agent to vest in the Administrative Agent (or in any representative of the Administrative Agent designated by it) valid and subsisting first priority Liens on the properties purported to be subject to the Security Agreement Supplements and IP Security Agreement Supplements delivered pursuant to this Section 6.12, enforceable against all third parties in accordance with their terms except as such enforceability may be limited by Debtor Relief Laws and by general principles of equity (regardless of whether enforcement is sought in equity or at law), but subject to the Liens permitted by Section 7.01,
(v) within 60 days after such formation or acquisition, deliver to the Administrative Agent, upon the reasonable request of the Administrative Agent, a signed copy of a favorable opinion, addressed to the Administrative Agent and the other Secured Parties, of counsel for the Loan Parties reasonably acceptable to the Administrative Agent as to the matters contained in clauses (i), (iii) and (iv) above, and as to such other customary matters as the Administrative Agent may reasonably request, and
(vi) within 90 days after such formation or acquisition, deliver, upon the reasonable request of the Administrative Agent, to the Administrative Agent with respect to each Material Owned Real Property, Mortgages, Mortgage Policies, either a new ALTA survey or an existing survey together with a no-change affidavit sufficient for the title company to remove the standard survey exceptions and issue the survey related endorsements, opinions, life of loan flood hazard determinations and such other customary documentation as reasonably required by the Administrative Agent, each in scope, form and substance reasonably satisfactory to the Administrative Agent.
(b) Upon the acquisition of any Material Owned Real Property or any other material property by any Loan Party, if such property, in the reasonable judgment of the Administrative Agent, shall not already be subject to a perfected first priority security interest in favor of the Administrative Agent for the benefit of the Secured Parties (subject to Liens permitted under Section 7.01 and excluding any property that is Excluded Accounts or Excluded Property under and as defined in the Security Agreement), then the Borrower shall, at the Borrowers expense:
(i) within 30 days after such acquisition, furnish to the Administrative Agent a description of the property so acquired in detail reasonably satisfactory to the Administrative Agent,
(ii) within 30 days after such acquisition, cause the applicable Loan Party to duly execute and deliver to the Administrative Agent a Security Agreement Supplement and/or IP Security Agreement Supplement and other agreements required by the Security Agreement, as specified by and in form and substance reasonably satisfactory to the Administrative Agent,
(iii) within 30 days after such acquisition, cause the applicable Loan Party to take whatever action (including the filing of Uniform Commercial Code financing statements and the endorsement of notices on title documents) as may be reasonably necessary or advisable in the opinion of the Administrative Agent to vest in the Administrative Agent (or in any representative of the Administrative Agent designated by it) valid and subsisting first priority Liens on such property, enforceable against all third parties except as such enforceability may be limited by Debtor Relief Laws and by general principles of equity (regardless of whether enforcement is sought in equity or at law), but subject to the Liens permitted by Section 7.01,
(iv) within 60 days after such acquisition, deliver to the Administrative Agent, upon the reasonable request of the Administrative Agent, a signed copy of a favorable opinion, addressed to the Administrative Agent and the other Secured Parties, of counsel for the Loan Parties reasonably acceptable to the Administrative Agent as to the matters contained in clauses (ii) and (iii) above and as to such other customary matters as the Administrative Agent may reasonably request, and
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(v) within 90 days after any acquisition of a Material Owned Real Property, deliver, upon the reasonable request of the Administrative Agent, to the Administrative Agent with respect to each Material Owned Real Property, a Mortgage, Mortgage Policies, either a new ALTA survey or an existing survey together with a no-change affidavit sufficient for the title company to remove the standard survey exceptions and issue the survey related endorsements, opinions, life of loan flood hazard determinations and any and such other customary documentation as reasonably required by the Administrative Agent, each in scope, form and substance reasonably satisfactory to the Administrative Agent.
(c) The Administrative Agent may extend any of the deadlines set forth above in its reasonable discretion, if the Borrower is using commercially reasonable efforts to comply.
(d) [Reserved].
(e) With respect to any captive insurance subsidiary to be formed after the Closing Date, if no Default or Event of Default shall exist and be continuing, the Borrower may request in writing to the Administrative Agent that such Subsidiary be designated an Approved Captive Insurance Subsidiary. Such request shall set forth the jurisdiction of organization of such Subsidiary, descriptions of any insurance, reinsurance, insurance fronting arrangements, material contracts and investments proposed to be entered into by such subsidiary and include all other such documents, instruments, agreements and certificates as the Administrative Agent may reasonably request. Upon receipt of such notice, the Administrative Agent may designate such Subsidiary as an Approved Captive Insurance Subsidiary.
6.13. Compliance with Environmental Laws. Except, in each case, to the extent that the failure to do so would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, (a) comply, and cause all lessees and other Persons operating or occupying its properties to comply, with all applicable Environmental Laws and Environmental Permits; (b) obtain and renew all Environmental Permits necessary for its operations and properties; and conduct any investigation, study, sampling and testing, and undertake any cleanup, removal, remedial or other action necessary to remove; and (c) in each case to the extent required by applicable Environmental Laws, clean up all Hazardous Materials from any of its properties, in accordance with the requirements of all Environmental Laws; provided, however, that neither the Borrower nor any of its Subsidiaries shall be required to undertake any such cleanup, removal, remedial or other action to the extent that its obligation to do so is being contested in good faith and by proper proceedings and appropriate reserves are being maintained with respect to such circumstances in accordance with GAAP.
6.14. Further Assurances. Promptly upon request by the Administrative Agent, (a) correct any material defect or error that may be discovered in any Loan Document or in the execution, acknowledgment, filing or recordation thereof, and (b) do, execute, acknowledge, deliver, record, re-record, file, re-file, register and re-register any and all such further acts, deeds, certificates, assurances and other instruments as the Administrative Agent may reasonably require from time to time in order to (i) carry out more effectively the purposes of the Loan Documents, (ii) to the fullest extent permitted by applicable law, subject any Loan Partys properties, assets, rights or interests to the Liens now or hereafter intended to be covered by any of the Collateral Documents, (iii) perfect and maintain the validity, effectiveness and priority of any of the Collateral Documents and any of the Liens intended to be created thereunder and (iv) assure, convey, grant, assign, transfer, preserve, protect and confirm more effectively unto the Administrative Agent for the benefit of the Secured Parties the rights granted or now or hereafter intended to be granted to the Administrative Agent for the benefit of the Secured Parties under any Loan Document or under any other instrument executed in connection with any Loan Document to which any Loan Party is to be a party.
6.15. [Reserved].
6.16. [Reserved].
6.17. [Reserved].
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6.18. Designation as Senior Debt. Designate all Obligations as Designated Senior Indebtedness (or similar term) under, and defined in, any Subordinated Indebtedness of any Loan Party.
6.19. Maintenance of Debt Ratings. The Borrower shall use commercially reasonable efforts to maintain a public corporate rating from S&P and a public corporate family rating from Moodys, in each case in respect of the Borrower, and a public rating of the Facilities by each of S&P and Moodys (such ratings a Debt Rating).
6.20. Post-Closing Covenants. The Borrower shall, and shall cause each Subsidiary to, comply with the terms and conditions set forth on Schedule 6.20 in each case within the time limits specified on such schedule (or such later time as the Administrative Agent shall agree in its reasonable discretion).
6.21. Compliance with Anti-Corruption Laws. The Borrower will maintain in effect and enforce policies and procedures designed to ensure compliance by the Borrower, its Subsidiaries and their respective directors, officers, employees and agents with Anti-Corruption Laws and applicable Sanctions.
ARTICLE VII
NEGATIVE COVENANTS
So long as any Lender shall have any Commitment hereunder, any Loan or other Obligation hereunder shall remain unpaid or unsatisfied, or any Letter of Credit shall remain outstanding, the Borrower shall not, nor shall it permit any Subsidiary to, directly or indirectly:
7.01. Liens. Create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, or sign or file or suffer to exist under the Uniform Commercial Code of any jurisdiction a financing statement that names the Borrower or any of its Subsidiaries as debtor, or assign any accounts or other right to receive income, other than the following:
(a) Liens pursuant to any Loan Document;
(b) Liens existing on the date hereof and listed on Schedule 5.08(b) and any renewals or extensions thereof, provided that (i) the property covered thereby is not changed, (ii) the amount secured or benefited thereby is not increased except as contemplated by Section 7.02(e), (iii) the direct or any contingent obligor with respect thereto is not changed, and (iv) any renewal or extension of the obligations secured or benefited thereby is permitted by Section 7.02(e);
(c) Liens for taxes, assessments or governmental charges not yet due or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP;
(d) statutory Liens of landlords and carriers, warehousemens, mechanics, materialmens, repairmens or other like Liens arising in the ordinary course of business which are not overdue for a period of more than 30 days or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person;
(e) pledges or deposits in the ordinary course of business in connection with workers compensation, unemployment insurance or other social security legislation or other insurance programs, other than any Lien imposed by ERISA;
(f) deposits in connection with or to secure the performance of utilities, government contracts, bids, trade contracts and leases (other than Indebtedness), statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business;
(g) easements, rights-of-way, servitudes, restrictions (including zoning restrictions), minor defects or irregularities in title and other similar encumbrances affecting real property which, in the aggregate, do not in any case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the applicable Person;
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(h) Liens securing judgments for the payment of money not constituting an Event of Default under Section 8.01(h);
(i) Liens securing Indebtedness permitted under Section 7.02(g); provided that (i) such Liens do not at any time encumber any property other than the property financed by such Indebtedness and (ii) the Indebtedness secured thereby does not exceed the cost of the property being acquired on the date of acquisition;
(j) Liens on property of a Person existing at the time such Person is merged into or consolidated with the Borrower or any Subsidiary of the Borrower or becomes a Subsidiary of the Borrower; provided that such Liens were not created in contemplation of such merger, consolidation or Investment and do not extend to any assets other than those of the Person merged into or consolidated with the Borrower or such Subsidiary or acquired by the Borrower or such Subsidiary, and the applicable Indebtedness secured by such Lien is permitted under Section 7.02(h);
(k) other Liens outstanding (other than any Lien imposed under ERISA) in an aggregate principal amount not to exceed $40,000,000;
(l) the replacement, extension or renewal of any Lien permitted by clauses (i) through (k) above upon or in the same property theretofore subject thereto or the replacement, extension or renewal (without increase in the amount or change in any direct or contingent obligor) of the Indebtedness secured thereby;
(m) Liens upon specific items of inventory or other goods and proceeds of any Person securing such Persons obligations in respect of bankers acceptances issued or created for the account of such Person to facilitate the purchase, shipment or storage of such inventory or other goods;
(n) Liens securing reimbursement obligations with respect to commercial letters of credit which encumber documents and other assets relating to such letters of credit and products and proceeds thereof;
(o) Liens encumbering deposits made to secure obligations arising from statutory, regulatory, contractual or warranty requirements of the Borrower or any Loan Party, including rights of offset and setoff;
(p) bankers Liens, rights of setoff and other similar Liens existing solely with respect to cash and Cash Equivalents on deposit in one or more of accounts maintained by the Borrower or any Loan Party, in each case granted in the ordinary course of business in favor of the bank or banks with which such accounts are maintained, securing amounts owing to such bank with respect to cash management and operating account arrangements, including those involving pooled accounts and netting arrangements; provided that in no case shall any such Liens secure (either directly or indirectly) the repayment of any Indebtedness;
(q) Liens arising from filing Uniform Commercial Code financing statements regarding leases;
(r) Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods;
(s) Liens securing Swap Contracts entered into for bona fide hedging purposes of the Borrower or any Loan Party not for purposes of speculation;
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(t) leases, licenses (including as to patents, trademarks, copyrights and other intellectual property), subleases or sublicenses granted to others in the ordinary course of business which do not (i) interfere in any material respect with the business of the Borrower or any material Subsidiary, taken as a whole, or (ii) secure any Indebtedness;
(u) Liens (i) of a collection bank arising under Section 4-210 of the Uniform Commercial Code on the items in the course of collection, (ii) attaching to commodity trading accounts or other commodities brokerage accounts incurred in the ordinary course of business and (iii) in favor of a banking or other financial institution arising as a matter of law encumbering deposits or other funds maintained with a financial institution (including the right of setoff) and which are within the general parameters customary in the banking industry;
(v) Liens solely on any cash earnest money deposits made by the Borrower or any of the Loan Parties in connection with any letter of intent or purchase agreement permitted hereunder;
(w) (1) any options, put and call arrangements, rights of first refusal and any other customary transfer restrictions relating to Investments in joint ventures, partnerships and the like permitted to be made under this Agreement and (2) any transfer restrictions existing on the Closing Date regarding Investments in the joint ventures listed on Schedule 7.5; and
(x) Liens securing Specified Prepayment Debt permitted by Section 7.02(r) and any Permitted Refinancing thereof; provided that, (if such Liens are (or are intended to be) junior to the Liens securing the Obligations, such Liens shall be Junior Liens and (ii) if such Liens are (or are intended to be) pari passu with the Liens securing the Obligations, such Liens shall be Other First Liens.
7.02. Indebtedness. Create, incur, assume or suffer to exist any Indebtedness, except:
(a) obligations (contingent or otherwise) existing or arising under any Swap Contract, provided that (i) such obligations are (or were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated with fluctuations in interest rates and (ii) such Swap Contract does not contain any provision exonerating the non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting party;
(b) Indebtedness evidenced by the Senior Notes (and Guarantees thereof) in an aggregate principal amount up to $325,000,000 and, in each case, any supplements, refinancings, refundings, renewals or extensions thereof; provided that the amount of such Indebtedness is not increased at the time of such supplement, refinancing, refunding, renewal or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and the direct or any contingent obligors with respect thereto are not changed, as a result of or in connection with such supplement, refinancing, refunding, renewal, or extension (except that any one or more guarantors of the Senior Notes need not be guarantors under any such supplement, refinancing, refunding, renewal or extension); and provided, further, that the terms relating to amortization, maturity, ranking and other material terms taken as a whole as determined in good faith by the Borrower of any such supplement, refinancing, refunding, renewing or extending Indebtedness, and of any agreement entered into and of any instrument issued in connection therewith, are no less favorable in any material respect to the Loan Parties or the Lenders than the terms of any agreement or instrument governing the Indebtedness being supplemented, refinanced, refunded, renewed or extended and the interest rate applicable to any such supplement, refinancing, refunding, renewing or extending Indebtedness does not exceed the then applicable market interest rate; provided, further, that no Subsidiary of the Borrower that is not a Guarantor of the Obligations shall be a guarantor of the Senior Notes or any supplements, refinancings, refundings, renewals or extensions thereof;
(c) Indebtedness of a Subsidiary of the Borrower owed to the Borrower or a wholly-owned Subsidiary of the Borrower or of the Borrower owed to a wholly-owned Subsidiary of the Borrower or of a Subsidiary that is not a Loan Party to another Subsidiary that is not a Loan Party, which Indebtedness shall (A) in the case of Indebtedness owed to a Loan Party, constitute Intercompany Notes under the Security Agreement, (B) be on terms (including subordination terms) acceptable to the Administrative Agent and (C) be otherwise permitted under the provisions of Section 7.03;
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(d) Indebtedness under the Loan Documents and any Credit Agreement Refinancing Indebtedness;
(e) Indebtedness outstanding on the date hereof and listed on Schedule 7.02 and any refinancings, refundings, renewals or extensions thereof; provided that the amount of such Indebtedness is not increased at the time of such refinancing, refunding, renewal or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder and the direct or any contingent obligor with respect thereto is not changed, as a result of or in connection with such refinancing, refunding, renewal or extension; and provided, further, that the terms relating to principal amount, amortization, maturity, collateral (if any) and subordination (if any), and other material terms taken as a whole, of any such refinancing, refunding, renewing or extending Indebtedness, and of any agreement entered into and of any instrument issued in connection therewith, are no less favorable in any material respect to the Loan Parties or the Lenders than the terms of any agreement or instrument governing the Indebtedness being refinanced, refunded, renewed or extended and the interest rate applicable to any such refinancing, refunding, renewing or extending Indebtedness does not exceed the then applicable market interest rate;
(f) Guarantees of the Borrower or any Guarantor in respect of Indebtedness otherwise permitted hereunder of the Borrower or any other Guarantor;
(g) Indebtedness in respect of Capitalized Leases, Synthetic Lease Obligations and purchase money obligations for fixed or capital assets within the limitations set forth in Section 7.01(i); provided, however, that the aggregate amount of all such Indebtedness at any one time outstanding shall not exceed $40,000,000;
(h) Indebtedness of any Person that becomes a Subsidiary of the Borrower after the date hereof in accordance with the terms of Section 7.03(i), which Indebtedness is existing at the time such Person becomes a Subsidiary of the Borrower (other than Indebtedness incurred solely in contemplation of such Person becoming a Subsidiary of the Borrower) in an aggregate amount not to exceed $50,000,000;
(i) unsecured Indebtedness in an aggregate principal amount not to exceed $40,000,000 at any time outstanding;
(j) additional unsecured Indebtedness of the Borrower and Subsidiaries; provided that immediately before and immediately after giving effect to the incurrence of such Indebtedness on a Pro Forma Basis, (i) no Default shall have occurred and be continuing and (ii) the Consolidated Leverage Ratio shall be at least 0.25 less than the ratio set forth in Section 7.11(b) for the most recently ended Measurement Period;
(k) Obligations pursuant to any Cash Management Agreement incurred in the ordinary course of business;
(l) Indebtedness consisting of guarantees, indemnities, holdbacks or obligations in respect of purchase price adjustments in connection with dispositions of assets or acquisitions of assets, other than guarantees of Indebtedness incurred by any Person acquiring all or any portion of such assets or Equity Interests of such Loan Parties for the purpose of financing such acquisition; provided that in the case of any acquisition of assets, (i) such Indebtedness shall not exceed 25% of the total purchase price of such assets and (ii) immediately before and immediately after giving effect to the incurrence of such Indebtedness on a Pro Forma Basis (A) no Default shall have occurred and be continuing, (B) the Consolidated Leverage Ratio shall be at least 0.25 less than the ratio set forth in Section 7.11 for the most recently ended Measurement Period and (C) the Minimum Liquidity Condition shall have been met;
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(m) Indebtedness representing by (a) letters of credit for the account of the Borrower or any Loan Party or (b) other obligations to reimburse third parties pursuant to any surety bond or other similar arrangements, which letters of credit or other obligations, as the case may be, are intended to provide security for workers compensation claims, payment obligations in connection with sales tax and insurance or other similar requirements in the ordinary course of business;
(n) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business; provided, however, that such Indebtedness is extinguished within five Business Days following its incurrence;
(o) Indebtedness arising in connection with endorsement of instruments for deposit in the ordinary course of business;
(p) Indebtedness representing deferred compensation to employees of the Borrower and the Loan Parties incurred in the ordinary course of business;
(q) Indebtedness incurred by the Borrower or any of the Loan Parties in respect of letters of credit, bank guarantees, obligations in respect of performance, bid, appeal and surety bonds and performance and completion guarantees; and
(r) (i) Specified Prepayment Debt the Net Cash Proceeds of which are applied solely to the prepayment of Loans in accordance with Section 2.05(b) and (ii) any Permitted Refinancing thereof.
7.03. Investments. Make or hold any Investments, except the following (each, a Permitted Investment):
(a) Investments held by the Borrower and its Subsidiaries in the form of Cash Equivalents;
(b) advances to officers, directors and employees of the Borrower and Subsidiaries in an aggregate amount not to exceed $3,000,000 at any time outstanding, for travel, entertainment, relocation and analogous ordinary business purposes;
(c) (i) Investments by the Borrower and its Subsidiaries in their respective Subsidiaries outstanding on the date hereof, (ii) additional Investments by the Borrower and its Subsidiaries in Loan Parties, (iii) additional Investments by Subsidiaries of the Borrower that are not Loan Parties in other Subsidiaries that are not Loan Parties and (iv) so long as no Default has occurred and is continuing or would result from such Investment, additional Investments by the Loan Parties in Subsidiaries that are not Loan Parties in an aggregate amount invested from the date hereof not to exceed $10,000,000; provided that any additional Investment under this subclause (iv) of this clause (c) by a Loan Party in an Approved Captive Insurance Subsidiary shall be subject to the limitations set forth in Section 7.03(i);
(d) Investments consisting of extensions of credit in the nature of accounts receivable or notes receivable arising from the grant of trade credit in the ordinary course of business, and Investments received in satisfaction or partial satisfaction thereof from financially troubled account debtors to the extent reasonably necessary in order to prevent or limit loss;
(e) Guarantees permitted by Section 7.02;
(f) Investments existing on the date hereof (other than those referred to in Section 7.03(c)(i)) and set forth on Schedule 5.08(d) and any modification, extension or renewal thereof; provided that the amount of the original Investment is not increased except by the terms of such Investment or as otherwise permitted by this Section 7.03;
(g) (A) the purchase or other acquisition of all of the Equity Interests in, or all or substantially all of the property of, any Person that, upon the consummation thereof, will be a Guarantor (including as a result of a merger or consolidation) (each, a Permitted Loan Party Acquisition); provided that, with respect to each purchase or other acquisition made pursuant to this Section 7.03(g)(A):
(i) any such newly-created or acquired Subsidiary shall comply with the requirements of Section 6.12;
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(ii) the lines of business of the Person to be (or the property of which is to be) so purchased or otherwise acquired shall be substantially the same or substantially related, ancillary or complementary lines of business as one or more of the principal businesses of the Borrower and its Subsidiaries in the ordinary course;
(iii) such purchase or other acquisition shall not include or result in any contingent liabilities that would reasonably be expected to be material to the business, financial condition or operations of the Borrower and its Subsidiaries, taken as a whole (as determined in good faith by the board of directors (or the persons performing similar functions) of the Borrower or such Subsidiary if the board of directors is otherwise approving such transaction and, in each other case, by a Responsible Officer);
(iv) immediately before and immediately after giving effect on a Pro Forma Basis to any such purchase or other acquisition, and any incurrence of Indebtedness in connection therewith, no Event of Default shall have occurred, the Borrower and its Subsidiaries shall be in compliance with the financial covenants set forth in Section 7.11 and the Minimum Liquidity Condition shall have been met; provided that such compliance to be determined on the basis of the financial information most recently delivered to the Administrative Agent and the Lenders pursuant to Section 6.01(a) or (b) as though such purchase, other acquisition or incurrence of Indebtedness associated therewith had been consummated as of the first day of the fiscal period covered thereby; and
(v) the Borrower shall have delivered to the Administrative Agent and each Lender, at least five Business Days prior to the date on which any such purchase or other acquisition is to be consummated, a certificate of a Responsible Officer, in form and substance reasonably satisfactory to the Administrative Agent and the Required Lenders, certifying that all of the requirements set forth in this clause (g)(A) have been satisfied or will be satisfied on or prior to the consummation of such purchase or other acquisition;
(B) the purchase or other acquisition by a Subsidiary that is not a Guarantor of all of the Equity Interests in, or all or substantially all of the property of, any Person, (including as a result of a merger or consolidation) (each, a Permitted Non-Loan Party Acquisition) in an amount not to exceed $10,000,000 in the aggregate; provided that, with respect to each purchase or other acquisition made pursuant to this Section 7.03(g)(B):
(i) the lines of business of the Person to be (or the property of which is to be) so purchased or otherwise acquired shall be substantially the same or substantially related, ancillary or complementary lines of business as one or more of the principal businesses of the Borrower and its Subsidiaries in the ordinary course;
(ii) such purchase or other acquisition shall not include or result in any contingent liabilities that would reasonably be expected to be material to the business, financial condition or operations of the Borrower and its Subsidiaries, taken as a whole (as determined in good faith by the board of directors (or the persons performing similar functions) of the Borrower or such Subsidiary if the board of directors is otherwise approving such transaction and, in each other case, by a Responsible Officer);
(iii) immediately before and immediately after giving effect on a Pro Forma Basis to any such purchase or other acquisition, and any incurrence of Indebtedness in connection therewith,
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no Event of Default shall have occurred, the Borrower and its Subsidiaries shall be in compliance with the financial covenants set forth in Section 7.11 and the Minimum Liquidity Condition shall have been met; provided that such compliance to be determined on the basis of the financial information most recently delivered to the Administrative Agent and the Lenders pursuant to Section 6.01(a) or (b) as though such purchase, other acquisition or incurrence of Indebtedness associated therewith had been consummated as of the first day of the fiscal period covered thereby; and
(iv) the Borrower shall have delivered to the Administrative Agent and each Lender, at least five Business Days prior to the date on which any such purchase or other acquisition is to be consummated, a certificate of a Responsible Officer, in form and substance reasonably satisfactory to the Administrative Agent and the Required Lenders, certifying that all of the requirements set forth in this clause (g)(B) have been satisfied or will be satisfied on or prior to the consummation of such purchase or other acquisition
(h) any Investment made as a result of the receipt of non-cash consideration from sale of assets permitted hereunder;
(i) Investments in Approved Captive Insurance Subsidiaries made in the ordinary course of business in an aggregate amount not in excess of the reserves as shall be required by GAAP after taking into account any advice of the Borrowers actuarial consultants and auditors; provided that (i) no Default or Event of Default shall exist and be continuing, (ii) the Borrower shall have provided to the Administrative Agent a certificate of a Responsible Officer demonstrating that, after giving effect to such Investment, the Borrower and its Subsidiaries on a consolidated basis would have been in compliance with the financial covenants set forth in Section 7.11 for the most recently ended fiscal quarter for which financial statements are available and (iii) on a Pro Forma Basis giving effect to such Investment, the aggregate amount of Revolving Credit Commitments minus all Revolving Credit Borrowings, Swing Line Borrowings and L/C Obligations shall be greater than $20,000,000;
(j) Investments by any Approved Captive Insurance Subsidiary in cash and Cash Equivalents or such other Investments permitted pursuant to the Medicare Provider Reimbursement Manual Section 2162.2 (or any analogous regulation which replaces said section);
(k) any Investments received in compromise of obligations of such Persons incurred in the ordinary course of trade creditors or customers that were incurred in the ordinary course of business, including pursuant to any plan of reorganization or similar arrangement upon the bankruptcy or insolvency of any trade creditor or customer;
(l) Swap Contracts permitted by Section 7.02;
(m) Investments the payment for which is Equity Interests of the Borrower;
(n) Investments in prepaid expenses, negotiable instruments held for collection, utility and workers compensation, performance and similar deposits made in the ordinary course of business;
(o) endorsements of negotiable instruments and documents in the ordinary course of business;
(p) Investments by the Borrower and its Subsidiaries not otherwise permitted under this Section 7.03 in an aggregate amount not to exceed $30,000,000; and
(q) so long as (x) no Default or Event of Default has occurred and is continuing and (y) the Borrower and its Subsidiaries shall be in compliance on a Pro Forma Basis with the covenant set forth in Section 7.11, such compliance to be determined on the basis of the financial information most recently delivered to the Administrative Agent and the Lenders pursuant to Section 6.01(a) or (b) as though such Investment
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had been made as of the first day of the fiscal period covered thereby, commencing in fiscal year 2014, the Borrower and its Subsidiaries may make Investments in an aggregate amount equal to the portion, if any, of the Available Amount on such date that the Borrower elects to apply to this clause (i), such election to be specified in a written notice of a Responsible Officer of the Borrower calculating in reasonable detail the Available Amount immediately prior to such election and the amount thereof elected to be so applied.
7.04. Fundamental Changes. Merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that, so long as no Default exists or would result therefrom:
(a) any Subsidiary may merge with (i) the Borrower, provided that the Borrower shall be the continuing or surviving Person, or (ii) any one or more other Subsidiaries, provided that when any Loan Party is merging with another Subsidiary, such Loan Party shall be the continuing or surviving Person;
(b) any Loan Party may dissolve or Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise), if all or substantially all of its assets are transferred to the Borrower or to another Loan Party;
(c) any Subsidiary that is not a Loan Party may dissolve or dispose of all or substantially all its assets (including any Disposition that is in the nature of a liquidation) if all or substantially all of its assets are transferred (i) to another Subsidiary that is not a Loan Party or (ii) to a Loan Party;
(d) the Borrower and its Subsidiaries may consummate the Merger;
(e) in connection with any acquisition permitted under Section 7.03, any Subsidiary of the Borrower may merge into or consolidate with any other Person or permit any other Person to merge into or consolidate with it; provided that (i) except for acquisitions in accordance with Section 7.03(g), the Person surviving such merger shall be a wholly-owned Subsidiary of the Borrower and (ii) in the case of any such merger to which any Loan Party (other than the Borrower) is a party, such Loan Party is the surviving Person;
(f) so long as no Default has occurred and is continuing or would result therefrom, any Subsidiary of the Borrower may merge into or consolidate with any other Person or permit any other Person to merge into or consolidate with it; provided, however, that in each case, immediately after giving effect thereto (i) in the case of any such merger to which the Borrower is a party, the Borrower is the surviving corporation and (ii) in the case of any such merger to which any Loan Party (other than the Borrower) is a party, such Loan Party is the surviving corporation;
(g) so long as no Default has occurred and is continuing or would result therefrom, any Subsidiary listed on Schedule 7.04(g) may be dissolved or liquidated at any time within twelve months of the Closing Date; and
(h) so long as no Default exists or would result therefrom, a Disposition permitted pursuant to Section 7.05 (other than Section 7.05(e)).
7.05. Dispositions. Make any Disposition or enter into any agreement to make any Disposition, except:
(a) Dispositions of obsolete or worn-out property, whether now owned or hereafter acquired, in the ordinary course of business;
(b) Dispositions of inventory in the ordinary course of business;
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(c) Dispositions of equipment or real property to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds of such Disposition are reasonably promptly applied to the purchase price of such replacement property;
(d) Dispositions of property by the Borrower or any Subsidiary to the Borrower or to a Subsidiary that is a Loan Party or by a Subsidiary that is not a Loan Party to another Subsidiary that is not a Loan Party; provided that if the transferor of such property is a Guarantor, the transferee thereof must either be the Borrower or a Guarantor;
(e) Dispositions permitted by Section 7.04;
(f) the sale or other disposition of Cash Equivalents and the CareCentrix Note;
(g) the unwinding of any Swap Contracts;
(h) a Restricted Payment or Permitted Investment that is permitted hereunder;
(i) the granting of a Lien permitted under Section 7.01;
(j) Dispositions of receivables in connection with the compromise, settlement or collection thereof in the ordinary course of business or in a bankruptcy or similar proceeding and exclusive of factoring or similar arrangements;
(k) so long as no Default has occurred and is continuing or would result therefrom, Dispositions by the Borrower and its Subsidiaries of property; provided that such property shall be Disposed of for fair market value and at least 75% of the purchase price for such property shall be paid to the Borrower or its Subsidiaries in cash or Cash Equivalents; provided, further, that if the Net Cash Proceeds of all property so Disposed after the Closing Date exceeds $35,000,000, the Net Cash Proceeds from such Dispositions described in this proviso shall be applied to prepay the Term Loans in accordance with Section 2.05(b)(ii) hereof;
(l) Dispositions of Equity Interests in or assets of entities listed on Schedule 7.05;
(m) any assignment, transfer, abandonment, cancellation or other Disposition of intellectual property in the ordinary course of business or that is not material to the business of the Borrower and its Subsidiaries taken as a whole; and
(n) Dispositions of any assets of the Borrower or any of its Subsidiaries used in the Las Vegas Hospice operations as of the Closing Date, not to exceed $5,000,000;
provided, however, that any Disposition pursuant to Section 7.05(a) through Section 7.05(f) and Sections 7.05(k), (l) and (m) shall be for fair market value.
7.06. Restricted Payments. Declare or make, directly or indirectly, any Restricted Payment, except that, so long as no Default shall have occurred and be continuing at the time of any action described below or would result therefrom:
(a) each Subsidiary may make Restricted Payments to the Borrower, any Subsidiaries of the Borrower that are Guarantors and any other Person that owns a direct Equity Interest in such Subsidiary, ratably according to their respective holdings of the type of Equity Interest in respect of which such Restricted Payment is being made;
(b) the Borrower and each Subsidiary may declare and make dividend payments or other distributions payable solely in the common stock or other common Equity Interests of such Person;
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(c) the Borrower and each Subsidiary may purchase, redeem or otherwise acquire its common Equity Interests with the proceeds received from the substantially concurrent issue of new common Equity Interests;
(d) so long as (x) no Default or Event of Default has occurred and is continuing, (y) the Consolidated Senior Secured Leverage Ratio is less than or equal to 3.25 to 1.00 on a Pro Forma Basis after giving effect to such Restricted Payment determined on the basis of the financial information most recently delivered to the Administrative Agent and the Lenders pursuant to Section 6.01(a) or (b) as though such Restricted Payment had been made as of the first day of the fiscal period covered thereby and (z) immediately after giving effect to such Restricted Payment, the Borrower and its Subsidiaries shall be in compliance on a Pro Forma Basis with the covenant set forth in Section 7.11, such compliance to be determined on the basis of the financial information most recently delivered to the Administrative Agent and the Lenders pursuant to Section 6.01(a) or (b) as though such Restricted Payment had been made as of the first day of the fiscal period covered thereby, commencing in fiscal year 2014, the Borrower and its Subsidiaries may make Restricted Payments in an aggregate amount equal to the portion, if any, of the Available Amount on such date that the Borrower elects to apply to this clause (d), such election to be specified in a written notice of a Responsible Officer of the Borrower calculating in reasonable detail the Available Amount immediately prior to such election and the amount thereof elected to be so applied;
(e) so long as no Default has occurred and is continuing or would result therefrom, Restricted Payments by the Borrower and its Subsidiaries, provided that such Restricted Payments shall not exceed $25,000,000 from and after the Closing Date;
(f) Restricted Payments made on the Closing Date to consummate the Transaction;
(g) the repurchase, redemption or other acquisition for value of Equity Interests of Borrower or representing solely fractional shares of such Equity Interests in connection with a merger, consolidation, amalgamation or other combination involving the Borrower;
(h) repurchases of Equity Interests in the Borrower or any Loan Party deemed to occur upon exercise of stock options or warrants if such Equity Interests represent a portion of the exercise price of such options or warrants;
(i) the payment of any dividend or distribution within 60 days after the date of declaration thereof, if at the date of declaration such payment would have complied with the provisions of this Agreement;
(j) payments made or expected to be made by the Borrower or any of the Loan Parties in respect of withholding or similar taxes payable by any future, present or former employee, director, manager or consultant (or any spouses, former spouses, successors, executors, administrators, heirs, legatees or distributees of any of the foregoing) and any repurchases of Equity Interests in consideration of such payments including deemed repurchases in connection with the exercise of stock options;
(k) the repurchase of the Borrowers Equity Interests pursuant to a stock repurchase plan approved by the Borrowers board of directors in an aggregate amount not to exceed $7,500,000 per fiscal year, provided that if immediately after giving effect on a Pro Forma Basis to such repurchase the Consolidated Leverage Ratio of the Borrower and its Subsidiaries is less than or equal to 3.5:1.0, such repurchase of Equity Interests shall not exceed an aggregate amount of $25,000,000 per fiscal year; and
(l) the Borrower may make Restricted Payments to, directly or indirectly, purchase Equity Interests of the Borrower from present or former officers, directors, consultants, agents or employees (or their estates, trusts, family members or former spouses) of the Borrower or any of its Subsidiaries upon the death, disability, retirement or termination of the applicable officer, director, consultant, agent or employee, or pursuant to any equity subscription agreement, stock option or equity incentive award agreement, shareholders or members agreement or similar agreement, plan or arrangement; provided that the aggregate
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amount of payments under this clause in any fiscal year shall not exceed the sum of $3,000,000 in any calendar year; provided further, that any amount not used in any fiscal year may be carried over to the next calendar year.
7.07. Change in Nature of Business. Engage in any material line of business substantially different from those lines of business conducted by the Borrower and its Subsidiaries on the date hereof or any business substantially related or incidental thereto.
7.08. Transactions with Affiliates. Enter into any transaction of any kind with any Affiliate of the Borrower, whether or not in the ordinary course of business, other than on fair and reasonable terms substantially as favorable to the Borrower or such Subsidiary as would be obtainable by the Borrower or such Subsidiary at the time in a comparable arms-length transaction with a Person other than an Affiliate.
The following items will not be deemed to be transaction with an Affiliate and, therefore, will not be subject to the provisions of the prior paragraph:
(1) transactions (x) between or among the Borrower and/or any Loan Party, (y) between or among any Subsidiaries that are not Loan Parties, or (z) between or among any Loan Party and a Subsidiary that is not a Loan Party to the extent otherwise expressly permitted in this Agreement;
(2) sales or awards of Equity Interests to Affiliates of the Borrower;
(3) reasonable and customary directors fees, indemnification and similar arrangements, consulting fees, employee salaries, bonuses or employment agreements, compensation or employee benefit arrangements, incentive and severance arrangements with any officer, director or employee of the Borrower or a Loan Party entered into in the ordinary course of business;
(4) any transactions made in compliance with the provisions of Section 7.05;
(5) loans and advances to officers and employees of the Borrower or any Loan Party in the ordinary course of business in accordance with the past practices of the Borrower or any Loan Party to the extent otherwise permitted by this Agreement;
(6) the Transaction and the payment of all fees and expenses related to the Transaction;
(7) written agreements entered into or assumed in connection with acquisitions of other businesses with Persons who were not Affiliates prior to such transactions approved by a majority of the board of directors of the Borrower; and
(8) any agreement as in effect as of the Closing Date or any amendment thereto so long as any such amendment is not more disadvantageous to the Lenders in any material respect than the original agreement as in effect on the Closing Date.
7.09. Burdensome Agreements; Negative Pledge Clauses. Enter into or permit to exist any Contractual Obligation (other than this Agreement or any other Loan Document, the Senior Notes Documents or customary terms in any documentation providing for any Permitted Refinancing thereof) that:
(a) limits the ability (i) of any Subsidiary to make Restricted Payments to the Borrower or any Guarantor or to otherwise transfer property to or invest in the Borrower or any Guarantor, (ii) of any Subsidiary to Guarantee the Indebtedness of the Borrower, and (iii) of the Borrower or any Subsidiary to create, incur, assume or suffer to exist Liens on property of such Person; or
(b) requires the grant of a Lien to secure an obligation of such Person if a Lien is granted to secure another obligation of such Person;
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provided, however, that the foregoing shall not apply to Contractual Obligations (i) (A) which exist on the date hereof and as set forth on Schedule 7.09 or (B) exist at the time any Subsidiary becomes a Subsidiary of the Borrower, so long as such agreement was not entered into in contemplation of such Person becoming a Subsidiary of the Borrower, (ii) in connection with any Lien permitted by Section 7.01 or any Disposition permitted by Section 7.05, (iii) which are customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted under Section 7.03 and applicable solely to such joint venture entered into in the ordinary course of business, (iv) which are negative pledges and restrictions on Liens in favor of any holder of Indebtedness permitted under Section 7.02 but solely to the extent any negative pledge relates to the property financed by or the subject of such Indebtedness (and excluding in any event any Indebtedness constituting any Junior Financing) and the proceeds and products thereof, (v) which are customary restrictions on leases, subleases, licenses or asset sale agreements otherwise permitted hereby so long as such restrictions relate to the assets subject thereto, (vi) which comprise restrictions imposed by any agreement relating to secured Indebtedness permitted pursuant to Section 7.02 to the extent that such restrictions apply only to the property or assets securing such Indebtedness or, in the case of Indebtedness incurred pursuant to Section 7.03(h) only, to the Loan Parties incurring or guaranteeing such Indebtedness, (vii) which are customary provisions restricting subletting or assignment of any lease governing a leasehold interest of any Subsidiary, (viii) which are customary provisions restricting assignment of any agreement entered into in the ordinary course of business, (ix) which are restrictions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business, (x) which are in connection with cash or other deposits permitted under Section 7.03 and (xi) which are customary provisions in Organization Documents for not for profit entities and captive insurance entities and solely to the extent entered into in the ordinary course of business consistent with past practice or other agreements customarily entered into by not for profit entities and captive insurance subsidiaries in the ordinary course of business consistent with past practice.
7.10. Use of Proceeds.
(a) Use the proceeds of any Credit Extension, whether directly or indirectly, and whether immediately, incidentally or ultimately, to purchase or carry margin stock (within the meaning of Regulation U of the FRB) or to extend credit to others for the purpose of purchasing or carrying margin stock or to refund indebtedness originally incurred for such purpose.
(b) The Borrower will not request any Borrowing or Letter of Credit, and the Borrower shall not use, and shall procure that its Subsidiaries and its or their respective directors, officers, employees and agents shall not use, the proceeds of any Borrowing or Letter of Credit (A) in further of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any Person in violation of any Anti-Corruption Laws, (B) for the purpose of funding, financing or facilitating any activities, business or transaction of or with any Sanctioned Person, or in any Sanctioned Country, or (C) in any manner that would result in the violation of any Sanctions applicable to any party hereto.
7.11. Financial Covenant. Permit the Consolidated Leverage Ratio at any time during any period of four fiscal quarters of the Borrower set forth below to be greater than the ratio set forth below opposite such period:
Four Fiscal Quarters Ending |
Maximum Consolidated Leverage Ratio | |
Closing Date through December 31, 2013 |
6.75 to 1.00 | |
March 31, 2014 |
6.75 to 1.00 | |
June 30, 2014 |
6.75 to 1.00 | |
September 30, 2014 |
6.75 to 1.00 | |
December 31, 2014 |
6.75 to 1.00 | |
March 31, 2015 |
6.75 to 1.00 | |
June 30, 2015 |
6.50 to 1.00 | |
September 30, 2015 |
6.50 to 1.00 | |
December 31, 2015 |
6.50 to 1.00 | |
March 31, 2016 |
6.50 to 1.00 | |
June 30, 2016 |
6.25 to 1.00 | |
September 30, 2016 |
6.25 to 1.00 |
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Four Fiscal Quarters Ending |
Maximum Consolidated Leverage Ratio | |
December 31, 2016 |
6.25 to 1.00 | |
March 31, 2017 |
6.25 to 1.00 | |
June 30, 2017 |
6.00 to 1.00 | |
September 30, 2017 |
6.00 to 1.00 | |
December 31, 2017 |
6.00 to 1.00 | |
March 31, 2018 and each fiscal quarter thereafter |
5.75 to 1.00 |
7.12. [Reserved].
7.13. Amendments of Organization Documents. Amend any of its Organization Documents in a manner materially adverse to the Lenders (other than changes made in compliance with Section 3.7 of the Security Agreement); it being specifically acknowledged that LLC Sub may change its name to Harden Healthcare Holdings, LLC on or after the Closing Date.
7.14. Accounting Changes. Make any change in (a) accounting policies or reporting practices, except as required by GAAP, or (b) fiscal year.
7.15. Prepayments, Etc. of Indebtedness. Prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner, or make any payment in violation of any subordination terms of, any Indebtedness subordinated in right of payment to the Obligations (collectively, Junior Financing) or the Senior Notes, except (a) the prepayment of the Credit Extensions in accordance with the terms of this Agreement, (b) regularly scheduled or required repayments or redemptions of Indebtedness set forth in Schedule 7.02 and refinancings and refundings of such Indebtedness in compliance with Section 7.02(e), (c) refinancings and refundings of Indebtedness permitted under Sections 7.02 in compliance with Section 7.02, (d) so long as (x) no Default or Event of Default has occurred and is continuing and (y) the Borrower and its Subsidiaries shall be in compliance on a Pro Forma Basis with all of the covenants set forth in Section 7.11, such compliance to be determined on the basis of the financial information most recently delivered to the Administrative Agent and the Lenders pursuant to Section 6.01(a) or (b) as though such payment had been made as of the first day of the fiscal period covered thereby, commencing in fiscal year 2014, the Borrower and its Subsidiaries may make any such payments in an aggregate amount equal to the portion, if any, of the Available Amount on such date that the Borrower elects to apply to this clause (d), such election to be specified in a written notice of a Responsible Officer of the Borrower calculating in reasonable detail the Available Amount immediately prior to such election and the amount thereof elected to be so applied and (e) after December 31, 2013, the prepayment of the Senior Notes or any Junior Financing so long as the Consolidated Senior Secured Leverage Ratio does not exceed 3.25 to 1.00 as of the most recently completed period for which the financial statements required by Section 6.01(a) and (b) were required to be delivered after giving effect to such prepayment and the proceeds of any Indebtedness incurred in connection with or substantially simultaneously with such prepayment on a Pro Forma Basis.
7.16. Amendment, Etc. of Related Documents and Indebtedness. (a) Cancel or terminate any Related Document or consent to or accept any cancellation or termination thereof, (b) amend, modify or change in any manner materially adverse to the Lenders any term or condition of any Related Document or give any consent, waiver or approval thereunder which would be materially adverse to the Lenders, (c) waive any material default under or any material breach of any term or condition of any Related Document, (d) take any other action in connection with any Related Document that would materially impair the value of the interest or rights of any Loan Party thereunder or that would materially impair the rights or interests of the Administrative Agent or any Lender or (e) amend, modify or change in any manner materially adverse to the Lenders any term or condition of any Indebtedness set forth in Schedule 7.02, except for any refinancing, refunding, renewal or extension thereof permitted by Section 7.02(e).
7.17. [Reserved].
7.18. HIPAA Business Associate Agreement. Terminate the HIPAA Business Associate Agreement.
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ARTICLE VIII
EVENTS OF DEFAULT AND REMEDIES
8.01. Events of Default. Any of the following shall constitute an Event of Default:
(a) Non-Payment. The Borrower or any other Loan Party fails to (i) pay when and as required to be paid herein, any amount of principal of any Loan or any L/C Obligation or deposit any funds as Cash Collateral in respect of L/C Obligations, or (ii) pay within three Business Days after the same becomes due, any interest on any Loan or on any L/C Obligation, or any fee due hereunder, or (iii) pay within three Business Days after the same becomes due, any other amount payable hereunder or under any other Loan Document; or
(b) Specific Covenants. The Borrower fails to perform or observe any term, covenant or agreement contained in any of Section 6.01, 6.03(a), 6.05(a), 6.11, 6.12 or Article VII; or
(c) Other Defaults. Any Loan Party fails to perform or observe any other covenant or agreement (not specified in Section 8.01(a) or (b) above) contained in any Loan Document on its part to be performed or observed and such failure continues for 30 days after written notice thereof by Administrative Agent to the Borrower; or
(d) Representations and Warranties. Any representation, warranty, certification or statement of fact made or deemed made by or on behalf of the Borrower or any other Loan Party herein or in any other Loan Document shall be incorrect or misleading in any material respect (unless otherwise qualified by materiality or the occurrence of a Material Adverse Effect) when made or deemed made; or
(e) Cross-Default. (i) Any Loan Party or any Subsidiary thereof (A) fails to make any payment when due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) in respect of the Senior Notes or any other Indebtedness or Guarantee (other than Indebtedness hereunder and Indebtedness under Swap Contracts) having an aggregate principal amount (including undrawn committed or available amounts and including amounts owing to all creditors under any combined or syndicated credit arrangement) of more than the Threshold Amount, or (B) fails to observe or perform any other agreement or condition relating to any such Indebtedness or Guarantee or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event occurs, the effect of which default or other event is to cause, or to permit the holder or holders of such Indebtedness or the beneficiary or beneficiaries of such Guarantee (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) to cause, with the giving of notice if required, such Indebtedness to be demanded or to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated maturity, or such Guarantee to become payable or cash collateral in respect thereof to be demanded; provided that in the case of this clause (B) such failure is unremedied and is not waived by the holders of such Indebtedness or Guarantee prior to any termination of the Revolving Credit Commitments or acceleration of the Loans or (ii) there occurs under any Swap Contract an Early Termination Date (as defined in such Swap Contract) resulting from (A) any event of default under such Swap Contract as to which a Loan Party or any Subsidiary thereof is the Defaulting Party (as defined in such Swap Contract) or (B) any Termination Event (as so defined) under such Swap Contract as to which a Loan Party or any Subsidiary thereof is an Affected Party (as so defined) and, in either event, the Swap Termination Value owed by such Loan Party or such Subsidiary as a result thereof is greater than the Threshold Amount; or
(f) Insolvency Proceedings, Etc. Any Loan Party or any Subsidiary thereof institutes or consents to the institution of any proceeding under any Debtor Relief Law, or makes an assignment for the benefit of creditors; or applies for or consents to the appointment of any receiver, trustee, custodian, conservator, liquidator, rehabilitator or similar officer for it or for all or any material part of its property; or any receiver, trustee, custodian, conservator, liquidator, rehabilitator or similar officer is appointed without the application or consent of such Person and the appointment continues undischarged or unstayed for 60 calendar days; or any proceeding under any Debtor Relief Law relating to any such Person or to all or any material part of its property is instituted without the consent of such Person and continues undismissed or unstayed for 60 calendar days, or an order for relief is entered in any such proceeding; or
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(g) Inability to Pay Debts; Attachment. (i) Any Loan Party or any Subsidiary thereof becomes unable or admits in writing its inability or fails generally to pay its debts as they become due, or (ii) any writ or warrant of attachment or execution or similar process is issued or levied against all or any material part of the property of the Loan Parties taken as a whole and is not released, vacated or fully bonded within 30 days after its issue or levy; or
(h) Judgments. (i) There is entered against any Loan Party or any Subsidiary thereof one or more final judgments or orders for the payment of money in an aggregate amount (as to all such judgments and orders) exceeding the Threshold Amount (to the extent not covered by independent third-party insurance as to which the insurer has been notified of the potential claim and does not dispute coverage), or (ii) such final judgments would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect and, in either case, have not been vacated, discharged, stayed or bonded pending appeal within 60 days from the entry thereof; or
(i) ERISA. (i) An ERISA Event occurs with respect to a Pension Plan or Multiemployer Plan which has resulted or would reasonably be expected to result in liability of the Borrower to the Pension Plan, Multiemployer Plan or the PBGC in an aggregate amount that would reasonably be expected to result in a Material Adverse Effect, or (ii) the Borrower or any ERISA Affiliate fails to pay when due, after the expiration of any applicable grace period, any installment payment with respect to its withdrawal liability under Section 4201 of ERISA under a Multiemployer Plan in an aggregate amount that would reasonably be expected to result in a Material Adverse Effect; or
(j) Invalidity of Loan Documents. Any material provision of any Loan Document, at any time after its execution and delivery and for any reason other than as expressly permitted hereunder or thereunder or satisfaction in full of all the Obligations, ceases to be in full force and effect; or any Loan Party contests in any manner the validity or enforceability of any provision of any Loan Document; or any Loan Party denies in writing that it has any or further liability or obligation under any provision of any Loan Document, or purports to revoke, terminate or rescind any provision of any Loan Document; or
(k) Change of Control. There occurs any Change of Control; or
(l) Collateral Documents. Any Collateral Document after delivery thereof pursuant to Section 4.01 or 6.12 shall for any reason (other than pursuant to the terms thereof) cease to create a valid and perfected first priority Lien (subject to Liens permitted by Section 7.01) on a material portion of the Collateral purported to be covered thereby except to the extent that any such loss of perfection or priority results from the failure of the Administrative Agent or the Collateral Agent to maintain possession of certificates actually delivered to it representing securities pledged under the Collateral Documents or to file Uniform Commercial Code continuation statements; or
(m) Subordination. (i) The subordination provisions of the documents evidencing or governing any Junior Financing (the Subordination Provisions) shall, in whole or in part, terminate, cease to be effective or cease to be legally valid, binding and enforceable against any holder of the applicable Junior Financing; or (ii) the Borrower or any other Loan Party shall, directly or indirectly, disavow or contest in any manner (A) the effectiveness, validity or enforceability of any of the Subordination Provisions, (B) that the Subordination Provisions exist for the benefit of the Administrative Agent, the Lenders and the L/C Issuer or (C) that all payments of principal of or premium and interest on the applicable Junior Financing, or realized from the liquidation of any property of any Loan Party, shall be subject to any of the Subordination Provisions.
8.02. Remedies upon Event of Default. If any Event of Default occurs and is continuing, the Administrative Agent shall, at the request of, or may, with the consent of, the Required Lenders, take any or all of the following actions:
(a) declare the commitment of each Lender to make Loans and any obligation of the L/C Issuer to make L/C Credit Extensions to be terminated, whereupon such commitments and obligation shall be terminated;
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(b) declare the unpaid principal amount of all outstanding Loans, all interest accrued and unpaid thereon, and all other amounts owing or payable hereunder or under any other Loan Document to be immediately due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the Borrower;
(c) require that the Borrower Cash Collateralize the L/C Obligations (in an amount equal to the then Outstanding Amount thereof); and
(d) exercise on behalf of itself, the Lenders and the L/C Issuer all rights and remedies available to it, the Lenders and the L/C Issuer under the Loan Documents;
provided, however, that upon the occurrence of an actual or deemed entry of an order for relief with respect to the Borrower under the Bankruptcy Code of the United States, the obligation of each Lender to make Loans and any obligation of the L/C Issuer to make L/C Credit Extensions shall automatically terminate, the unpaid principal amount of all outstanding Loans and all interest and other amounts as aforesaid shall automatically become due and payable, and the obligation of the Borrower to Cash Collateralize the L/C Obligations as aforesaid shall automatically become effective, in each case without further act of the Administrative Agent or any Lender.
8.03. Application of Funds. After the exercise of remedies provided for in Section 8.02 (or after the Loans have automatically become immediately due and payable and the L/C Obligations have automatically been required to be Cash Collateralized as set forth in the proviso to Section 8.02), any amounts received on account of the Obligations shall, subject to the provisions of Sections 2.15 and 2.16, be applied by the Administrative Agent in the following order:
First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (including reasonable fees, charges and disbursements of counsel to the Administrative Agent and amounts payable under Article III) payable to the Administrative Agent in its capacity as such;
Second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal, interest, Commitment Fees and Letter of Credit Fees) payable to the Lenders and the L/C Issuer (including reasonable fees, charges and disbursements of counsel to the respective Lenders and the L/C Issuer arising under the Loan Documents and amounts payable under Article III, ratably among them in proportion to the respective amounts described in this clause Second payable to them;
Third, to payment of that portion of the Obligations constituting accrued and unpaid Commitment Fees, Letter of Credit Fees and interest on the Loans, L/C Borrowings and other Obligations arising under the Loan Documents, ratably among the Lenders and the L/C Issuer in proportion to the respective amounts described in this clause Third payable to them;
Fourth, to payment of that portion of the Obligations constituting unpaid principal of the Loans, L/C Borrowings and Obligations then owing under Secured Hedge Agreements and Secured Cash Management Agreements, ratably among the Lenders, the L/C Issuer, the Hedge Banks and the Cash Management Banks in proportion to the respective amounts described in this clause Fourth held by them;
Fifth, to the Administrative Agent for the account of the L/C Issuer, to Cash Collateralize that portion of L/C Obligations comprised of the aggregate undrawn amount of Letters of Credit to the extent not otherwise Cash Collateralized by the Borrower pursuant to Sections 2.04 and 2.15; and
Last, the balance, if any, after all of the Obligations have been indefeasibly paid in full, to the Borrower or as otherwise required by Law.
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Subject to Sections 2.03(c) and 2.15, amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fifth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order set forth above.
Notwithstanding the foregoing, Obligations arising under Secured Cash Management Agreements and Secured Hedge Agreements shall be excluded from the application described above if the Administrative Agent has not received written notice thereof, together with such supporting documentation as the Administrative Agent may reasonably request, from the applicable Cash Management Bank or Hedge Bank, as the case may be. Each Cash Management Bank or Hedge Bank not a party to the Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of the Administrative Agent pursuant to the terms of Article IX hereof for itself and its Affiliates as if a Lender party hereto.
Excluded Swap Obligations with respect to any Guarantor shall not be paid with amounts received from such Guarantor or its assets, but appropriate adjustments shall be made with respect to payments from other Loan Parties to preserve the allocation to Obligations otherwise set forth above in this Section 8.03.
ARTICLE IX
ADMINISTRATIVE AGENT
9.01. Appointment and Authority.
(a) Each of the Lenders and the L/C Issuer hereby irrevocably appoints Barclays to act on its behalf as the Administrative Agent hereunder and under the other Loan Documents and authorizes the Administrative Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto. The provisions of this Article are solely for the benefit of the Administrative Agent, the Lenders and the L/C Issuer, and the Borrower shall not have rights as a third-party beneficiary of any of such provisions.
(b) The Administrative Agent shall also act as the collateral agent under the Loan Documents, and each of the Lenders (including in its capacities as a potential Hedge Bank and a potential Cash Management Bank) and the L/C Issuer hereby irrevocably appoints and authorizes the Administrative Agent to act as the agent of such Lender and the L/C Issuer for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Administrative Agent, as collateral agent and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 9.05 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Collateral Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent), shall be entitled to the benefits of all provisions of this Article IX and Article X (including Section 10.04(c), as though such co-agents, sub-agents and attorneys-in-fact were the collateral agent under the Loan Documents) as if set forth in full herein with respect thereto.
9.02. Rights as a Lender. The Person serving as the Administrative Agent hereunder shall have the same rights and powers in its capacity as a Lender as any other Lender and may exercise the same as though it were not the Administrative Agent and the term Lender or Lenders shall, unless otherwise expressly indicated or unless the context otherwise requires, include the Person serving as the Administrative Agent hereunder in its individual capacity. Such Person and its Affiliates may accept deposits from, lend money to, act as the financial advisor or in any other advisory capacity for and generally engage in any kind of business with the Borrower or any Subsidiary or other Affiliate thereof as if such Person were not the Administrative Agent hereunder and without any duty to account therefor to the Lenders.
9.03. Exculpatory Provisions. The Administrative Agent shall not have any duties or obligations except those expressly set forth herein and in the other Loan Documents. Without limiting the generality of the foregoing, the Administrative Agent:
(a) shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing;
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(b) shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby or by the other Loan Documents that the Administrative Agent is required to exercise as directed in writing by the Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein or in the other Loan Documents), provided that the Administrative Agent shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose the Administrative Agent to liability or that is contrary to any Loan Document or applicable law; and
(c) shall not, except as expressly set forth herein and in the other Loan Documents, have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Borrower or any of its Affiliates that is communicated to or obtained by the Person serving as the Administrative Agent or any of its Affiliates in any capacity.
(d) The Administrative Agent shall not be liable for any action taken or not taken by it (i) with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary, or as the Administrative Agent shall believe in good faith shall be necessary, under the circumstances as provided in Sections 10.01 and 8.02) or (ii) in the absence of its own gross negligence or willful misconduct. The Administrative Agent shall be deemed not to have knowledge of any Default unless and until notice describing such Default is given to the Administrative Agent by the Borrower or a Lender or the L/C Issuer.
(e) The Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with this Agreement or any other Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or thereunder or in connection herewith or therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or therein or the occurrence of any Default, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Loan Document or any other agreement, instrument or document, or the creation, perfection or priority of any Lien purported to be created by the Collateral Documents, (v) the value or the sufficiency of any Collateral, or (v) the satisfaction of any condition set forth in Article IV or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent.
9.04. Reliance by Administrative Agent. The Administrative Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing (including any electronic message, Internet or intranet website posting or other distribution) believed by it to be genuine and to have been signed, sent or otherwise authenticated by the proper Person. The Administrative Agent also may rely upon any statement made to it orally or by telephone and believed by it to have been made by the proper Person, and shall not incur any liability for relying thereon. In determining compliance with any condition hereunder to the making of a Loan, or the issuance of a Letter of Credit, that by its terms must be fulfilled to the satisfaction of a Lender or the L/C Issuer, the Administrative Agent may presume that such condition is satisfactory to such Lender or the L/C Issuer unless such Administrative Agent shall have received notice to the contrary from such Lender or the L/C Issuer prior to the making of such Loan or the issuance of such Letter of Credit. The Administrative Agent may consult with legal counsel (who may be counsel for the Borrower), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts.
9.05. Delegation of Duties. The Administrative Agent may perform any and all of its duties and exercise its rights and powers hereunder or under any other Loan Document by or through any one or more sub-agents appointed by the Administrative Agent. The Administrative Agent and any such sub-agent may perform any and all of its duties and exercise its rights and powers by or through their respective Related Parties. The exculpatory provisions of this Article shall apply to any such sub-agent and to the Related Parties of the Administrative Agent and any such sub-agent, and shall apply to their respective activities in connection with the syndication of the credit facilities provided for herein as well as activities as Agents.
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9.06. Resignation of Administrative Agent. The Administrative Agent may at any time give notice of its resignation to the Lenders, the L/C Issuer and the Borrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, subject to the consent of the Borrower (which shall not be unreasonably withheld or delayed) other than to the extent a Default or an Event of Default has occurred and is continuing, to appoint a successor, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may on behalf of the Lenders and the L/C Issuer, appoint a successor Administrative Agent meeting the qualifications set forth above; provided that if the Administrative Agent shall notify the Borrower and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (a) the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by the Administrative Agent on behalf of the Lenders or the L/C Issuer under any of the Loan Documents, the retiring Administrative Agent shall continue to hold such collateral security until such time as a successor Administrative Agent is appointed) and (b) all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Lender and the L/C Issuer directly, until such time as the Required Lenders appoint a successor Administrative Agent as provided for above in this Section. Upon the acceptance of a successors appointment as Administrative Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Administrative Agent, and the retiring Administrative Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section). The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring Administrative Agents resignation hereunder and under the other Loan Documents, the provisions of this Article and Section 10.04 shall continue in effect for the benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Administrative Agent was acting as Administrative Agent.
Any resignation by Barclays as Administrative Agent pursuant to this Section shall also constitute its resignation as L/C Issuer and Swing Line Lender. Upon the acceptance of a successors appointment as Administrative Agent hereunder, (i) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer and Swing Line Lender, (ii) the retiring L/C Issuer and Swing Line Lender shall be discharged from all of their respective duties and obligations hereunder or under the other Loan Documents, and (iii) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring L/C Issuer to effectively assume the obligations of the retiring L/C Issuer with respect to such Letters of Credit.
9.07. Non-Reliance on Administrative Agent and Other Lenders. Each Lender and the L/C Issuer acknowledges that it has, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Lender and the L/C Issuer also acknowledges that it will, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related Parties and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement, any other Loan Document or any related agreement or any document furnished hereunder or thereunder.
9.08. No Other Duties, Etc. Anything herein to the contrary notwithstanding, none of the Arrangers, Syndication Agents or Co-Documentation Agents listed on the cover page hereof shall have any powers, duties or responsibilities under this Agreement or any of the other Loan Documents, except in its capacity, as applicable, as the Administrative Agent or a Lender or the L/C Issuer hereunder.
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9.09. Administrative Agent May File Proofs of Claim. In case of the pendency of any proceeding under any Debtor Relief Law or any other judicial proceeding relative to any Loan Party, the Administrative Agent (irrespective of whether the principal of any Loan or L/C Obligation shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Administrative Agent shall have made any demand on the Borrower) shall be entitled and empowered, by intervention in such proceeding or otherwise:
(a) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans, L/C Obligations and all other Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the Lenders, the L/C Issuer and the Administrative Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of the Lenders, the L/C Issuer and the Administrative Agent and their respective agents and counsel and all other amounts due the Lenders, the L/C Issuer and the Administrative Agent under Sections 2.03(h) and (i), 2.09 and 10.04) allowed in such judicial proceeding; and
(b) to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same;
and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender and the L/C Issuer to make such payments to the Administrative Agent and, if the Administrative Agent shall consent to the making of such payments directly to the Lenders and the L/C Issuer, to pay to the Administrative Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Administrative Agent and its agents and counsel, and any other amounts due the Administrative Agent under Sections 2.09 and 10.04.
Nothing contained herein shall be deemed to authorize the Administrative Agent to authorize or consent to or accept or adopt on behalf of any Lender or the L/C Issuer any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of any Lender or the L/C Issuer to authorize the Administrative Agent to vote in respect of the claim of any Lender or the L/C Issuer or in any such proceeding.
9.10. Collateral and Guaranty Matters. Each of the Lenders (including in its capacities as a potential Cash Management Bank and a potential Hedge Bank) and the L/C Issuer irrevocably authorize the Administrative Agent, at its option and in its discretion,
(a) to release any Lien on any property granted to or held by the Administrative Agent under any Loan Document (i) upon termination of the Aggregate Commitments and payment in full of all Obligations (other than (A) contingent indemnification obligations and (B) obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements as to which arrangements satisfactory to the applicable Cash Management Bank or Hedge Bank shall have been made) and the expiration or termination of all Letters of Credit (other than Letters of Credit as to which other arrangements satisfactory to the Administrative Agent and the L/C Issuer shall have been made), (ii) that is sold or to be sold as part of or in connection with any sale permitted hereunder or under any other Loan Document, or (iii) if approved, authorized or ratified in writing in accordance with Section 10.01;
(b) to release any Guarantor from its obligations under the Guaranty if such Person ceases to be a Subsidiary as a result of a transaction permitted hereunder; provided that no such release shall occur if such Guarantor continues to be a guarantor in respect of any Credit Agreement Refinancing Indebtedness; and
(c) to subordinate any Lien on any property granted to or held by the Administrative Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 7.01(i).
Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agents authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranty pursuant to this Section 9.10. In each case as specified in this Section 9.10, the Administrative Agent will, at the Borrowers expense and upon receipt of any certifications reasonably requested by the Administrative Agent in connection therewith, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Collateral Documents or to subordinate its interest in such item, or to release such Guarantor from its obligations under the Guaranty, in each case in accordance with the terms of the Loan Documents and this Section 9.10.
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9.11. Secured Cash Management Agreements and Secured Hedge Agreements. No Cash Management Bank or Hedge Bank that obtains the benefits of Section 8.03, the Guaranty or any Collateral by virtue of the provisions hereof or of the Guaranty or any Collateral Document shall have any right to notice of any action or to consent to, direct or object to any action hereunder or under any other Loan Document or otherwise in respect of the Collateral (including the release or impairment of any Collateral) other than to the extent expressly provided in the Loan Documents. Notwithstanding any other provision of this Article IX to the contrary, the Administrative Agent shall not be required to verify the payment of, or that other satisfactory arrangements have been made with respect to, Obligations arising under Secured Cash Management Agreements and Secured Hedge Agreements unless the Administrative Agent has received written notice of such Obligations, together with such supporting documentation as the Administrative Agent may reasonably request, from the applicable Cash Management Bank or Hedge Bank, as the case may be.
9.12. Withholding Tax. To the extent required by any applicable Laws (as determined in good faith by the Administrative Agent), the Administrative Agent may withhold from any payment to any Lender under any Loan Document an amount equivalent to any applicable withholding Tax. Without limiting or expanding the provisions of Section 3.01, each Lender shall indemnify and hold harmless the Administrative Agent against, and shall make payable in respect thereof within 10 days after demand therefor, any and all Taxes and any and all related losses, claims, liabilities and expenses (including fees, charges and disbursements of any counsel for the Administrative Agent) incurred by or asserted against the Administrative Agent by the IRS or any other Governmental Authority as a result of the failure of the Administrative Agent to properly withhold Tax from amounts paid to or for the account of such Lender for any reason (including because the appropriate form was not delivered or not properly executed, or because such Lender failed to notify the Administrative Agent of a change in circumstance that rendered the exemption from, or reduction of withholding Tax ineffective). A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under this Agreement or any other Loan Document against any amount due the Administrative Agent under this Section 9.12. The agreements in this Section 9.12 shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender, the termination of the Aggregate Commitments and the repayment, satisfaction or discharge of all other Obligations. For the avoidance of doubt, the term Lender shall, for purposes of this Section 9.12, include any L/C Issuer and any Swing Line Lender.
ARTICLE X
MISCELLANEOUS
10.01. Amendments, Etc. No amendment or waiver of any provision of this Agreement or any other Loan Document, and no consent to any departure by the Borrower or any other Loan Party therefrom, shall be effective unless in writing signed by the Required Lenders and the Borrower or the applicable Loan Party, as the case may be, and acknowledged by the Administrative Agent, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no such amendment, waiver or consent shall:
(a) waive any condition set forth in Section 4.02 as to any Credit Extension under a particular Facility without the written consent of the Required Facility Lenders under such Facility;
(b) extend or increase the Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 8.02) without the written consent of such Lender;
(c) postpone any date fixed by this Agreement or any other Loan Document for (i) any payment (excluding mandatory prepayments) of principal, interest, fees or other amounts due to the Lenders (or any of them) hereunder or under such other Loan Document without the written consent of each Lender entitled to such payment or (ii) any scheduled reduction of any Facility hereunder or under any other Loan Document without the written consent of each Appropriate Lender;
(d) reduce the principal of, or the rate of interest or premium specified herein on, any Loan or L/C Borrowing, or (subject to clause (iv) of the second proviso to this Section 10.01) any fees or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender
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entitled to such amount; provided, however, that only the consent of the Required Lenders shall be necessary (i) to amend the definition of Default Rate or to waive any obligation of the Borrower to pay interest or Letter of Credit Fees at the Default Rate or (ii) to amend any financial covenant hereunder (or any defined term used therein) even if the effect of such amendment would be to reduce the rate of interest on any Loan or L/C Borrowing or to reduce any fee payable hereunder;
(e) change the order of application of any reduction in the Commitments or any prepayment of Loans among the Facilities from the application thereof set forth in the applicable provisions of Section 2.05(b) or 2.06(b), respectively, in any manner that materially and adversely affects the Lenders under a Facility without the written consent of the Required Facility Lenders under the applicable Facility;
(f) change (i) any provision of this Section 10.01 or the definition of Required Lenders or any other provision hereof specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder (other than the definitions specified in clause (ii) of this Section 10.01(f)), without the written consent of each Lender or (ii) the definition of Required Revolving Lenders or Required Facility Lenders without the written consent of each Lender under the applicable Facility or (iii) or the definition of Repricing Transaction without the written consent of each Lender materially and adversely affected thereby;
(g) release all or substantially all of the Collateral in any transaction or series of related transactions, without the written consent of each Lender;
(h) release all or substantially all of the value of the Guaranty, without the written consent of each Lender, except to the extent the release of any Subsidiary from the Guaranty is permitted pursuant to Section 9.10 (in which case such release may be made by the Administrative Agent acting alone); or
(i) impose any greater restriction on the ability of any Lender under a Facility to assign any of its rights or obligations hereunder without the written consent of the Required Facility Lenders under the applicable Facility;
and provided, further, that (i) no amendment, waiver or consent shall, unless in writing and signed by the L/C Issuer in addition to the Lenders required above, affect the rights or duties of the L/C Issuer under this Agreement or any Issuer Document relating to any Letter of Credit issued or to be issued by it; (ii) no amendment, waiver or consent shall, unless in writing and signed by the Swing Line Lender in addition to the Lenders required above, affect the rights or duties of the Swing Line Lender under this Agreement; (iii) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above, affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document; (iv) each of the Engagement Letter and the Agency Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto; and (v) no amendment, waiver or consent shall amend, modify supplement or waive any condition precedent to any extension of credit under the Revolving Credit Facility set forth in Section 4.02 without the written consent of the Required Revolving Lenders under the Revolving Credit Facility (it being understood that (A) amendments, modifications, supplements or waivers of any other provision of any Loan Document, including any representation or warranty, any covenant or any Default, shall be deemed to be effective for purposes of determining whether the conditions precedent set forth in Section 4.02 have been satisfied regardless of whether the Required Revolving Lenders shall have consented to such amendment, modification, supplement or waiver and (B) such consent of the Required Revolving Lenders under the Revolving Credit Facility shall be the only consent required hereunder to make such modifications to the conditions precedent set forth in Section 4.02). Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders), except that (x) the Commitment of any Defaulting Lender may not be increased or extended without the consent of such Lender and (y) any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms affects any Defaulting Lender more adversely than other affected Lenders shall require the consent of such Defaulting Lender.
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Notwithstanding any provision herein to the contrary, this Agreement may be amended with the written consent of the Required Lenders, the Administrative Agent and the Borrower (i) to add one or more additional revolving credit or term loan facilities to this Agreement, in each case subject to the limitations in Section 2.14, and to permit the extensions of credit and all related obligations and liabilities arising in connection therewith from time to time outstanding to share ratably (or on a basis subordinated to the existing facilities hereunder) in the benefits of this Agreement and the other Loan Documents with the obligations and liabilities from time to time outstanding in respect of the existing facilities hereunder, and (ii) in connection with the foregoing, to permit, as deemed appropriate by the Administrative Agent and approved by the Required Lenders, the Lenders providing such additional credit facilities to participate in any required vote or action required to be approved by the Required Lenders or by any other number, percentage or class of Lenders hereunder.
In addition, if the Administrative Agent and the Borrower shall have jointly identified an obvious error or any error, omission or defect of a technical nature, in each case, in any provision of the Loan Documents, then the Administrative Agent and the Borrower shall be permitted to amend such provision.
If any Lender does not consent to a proposed amendment, waiver, consent or release with respect to any Loan Document that requires the consent of each Lender, all affected Lenders or all the Lenders or all affected Lenders with respect to a certain Class of Loans or Commitments and that has been approved by the Required Lenders or the Required Facility Lenders, as applicable, the Borrower may replace such non-consenting Lender in accordance with Section 10.13; provided that such amendment, waiver, consent or release can be effected as a result of the assignment contemplated by such Section (together with all other such assignments required by the Borrower to be made pursuant to this paragraph) and includes the payment to such Lender of all amounts owed including any premiums (it being understood if any non-consenting Lender is required to assign all or a portion of its Initial Term Loans as provided herein prior to the twelve-month anniversary of the Closing Date in connection with a Repricing Transaction, the Borrower shall pay such non-consenting Lender a fee equal to 1.00% of the principal amount of the Initial Term Loans so assigned by such non-consenting Lender).
10.02. Notices; Effectiveness; Electronic Communications.
(a) Notices Generally. Except in the case of notices and other communications expressly permitted to be given by telephone (and except as provided in subsection (b) below), all notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by facsimile or other electronic communication as follows, and all notices and other communications expressly permitted hereunder to be given by telephone shall be made to the applicable telephone number, as follows:
(i) if to the Borrower, the Administrative Agent, the L/C Issuer or the Swing Line Lender, to the address, facsimile number, electronic mail address or telephone number specified for such Person on Schedule 10.02; and
(ii) if to any other Lender, to the address, facsimile number, electronic mail address or telephone number specified in its Administrative Questionnaire (including, as appropriate, notices delivered solely to the Person designated by a Lender on its Administrative Questionnaire then in effect for the delivery of notices that may contain material non-public information relating to the Borrower).
Notices and other communications sent by hand or overnight courier service, or mailed by certified or registered mail, shall be deemed to have been given when received; notices and other communications sent by facsimile shall be deemed to have been given when sent (except that, if not given during normal business hours for the recipient, shall be deemed to have been given at the opening of business on the next business day for the recipient). Notices and other communications delivered through electronic communications to the extent provided in subsection (b) below shall be effective as provided in such subsection (b).
(b) Electronic Communications. Notices and other communications to the Lenders and the L/C Issuer hereunder may be delivered or furnished by electronic communication (including e-mail and Internet or intranet websites) pursuant to procedures approved by the Administrative Agent, provided that the foregoing shall not apply to notices to any Lender or the L/C Issuer pursuant to Article II if such Lender or the L/C Issuer, as applicable, has
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notified the Administrative Agent that it is incapable of receiving notices under such Article by electronic communication. The Administrative Agent or the Borrower may, in its discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by it, provided that approval of such procedures may be limited to particular notices or communications.
Unless the Administrative Agent otherwise prescribes, (i) notices and other communications sent to an e-mail address shall be deemed received upon the senders receipt of an acknowledgement from the intended recipient (such as by the return receipt requested function, as available, return e-mail or other written acknowledgement), provided that if such notice or other communication is not sent during the normal business hours of the recipient, such notice or communication shall be deemed to have been sent at the opening of business on the next business day for the recipient, and (ii) notices or communications posted to an Internet or intranet website shall be deemed received upon the deemed receipt by the intended recipient at its e-mail address as described in the foregoing clause (i) of notification that such notice or communication is available and identifying the website address therefor.
(c) The Platform. THE PLATFORM IS PROVIDED AS IS AND AS AVAILABLE. THE AGENT PARTIES (AS DEFINED BELOW) DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE BORROWER MATERIALS OR THE ADEQUACY OF THE PLATFORM, AND EXPRESSLY DISCLAIM LIABILITY FOR ERRORS IN OR OMISSIONS FROM THE BORROWER MATERIALS. NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY ANY AGENT PARTY IN CONNECTION WITH THE BORROWER MATERIALS OR THE PLATFORM. In no event shall the Administrative Agent or any of its Related Parties (collectively, the Agent Parties) have any liability to the Borrower, any Lender, the L/C Issuer or any other Person for losses, claims, damages, liabilities or expenses of any kind (whether in tort, contract or otherwise) arising out of the Borrowers or the Administrative Agents transmission of Borrower Materials through the Internet, except to the extent that such losses, claims, damages, liabilities or expenses are determined by a court of competent jurisdiction by a final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Agent Party; provided, however, that in no event shall any Agent Party have any liability to the Borrower, any Lender, the L/C Issuer or any other Person for indirect, special, incidental, consequential or punitive damages (as opposed to direct or actual damages).
(d) Change of Address, Etc. Each of the Borrower, the Administrative Agent, the L/C Issuer and the Swing Line Lender may change its address, facsimile or telephone number for notices and other communications hereunder by notice to the other parties hereto. Each other Lender may change its address, facsimile or telephone number for notices and other communications hereunder by notice to the Borrower, the Administrative Agent, the L/C Issuer and the Swing Line Lender. In addition, each Lender agrees to notify the Administrative Agent from time to time to ensure that the Administrative Agent has on record (i) an effective address, contact name, telephone number, facsimile number and electronic mail address to which notices and other communications may be sent and (ii) accurate wire instructions for such Lender. Furthermore, each Public Lender agrees to cause at least one individual at or on behalf of such Public Lender to at all times have selected the Private Side Information or similar designation on the content declaration screen of the Platform in order to enable such Public Lender or its delegate, in accordance with such Public Lenders compliance procedures and applicable Law, including United States federal and state securities Laws, to make reference to Borrower Materials that are not made available through the Public Side Information portion of the Platform and that may contain material non-public information with respect to the Borrower or its securities for purposes of United States federal or state securities laws.
(e) Reliance by Administrative Agent, L/C Issuer and Lenders. The Administrative Agent, the L/C Issuer and the Lenders shall be entitled to rely and act upon any notices purportedly given by or on behalf of the Borrower even if (i) such notices were not made in a manner specified herein, were incomplete or were not preceded or followed by any other form of notice specified herein, or (ii) the terms thereof, as understood by the recipient, varied from any confirmation thereof. The Borrower shall indemnify the Administrative Agent, the L/C Issuer, each Lender and the Related Parties of each of them from all losses, costs, expenses and liabilities resulting from the reliance by such Person on each notice purportedly given by or on behalf of the Borrower. All telephonic notices to and other telephonic communications with the Administrative Agent may be recorded by the Administrative Agent, and each of the parties hereto hereby consents to such recording.
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10.03. No Waiver; Cumulative Remedies; Enforcement. No failure by any Lender, the L/C Issuer or the Administrative Agent to exercise, and no delay by any such Person in exercising, any right, remedy, power or privilege hereunder or under any other Loan Document shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. The rights, remedies, powers and privileges herein provided, and provided under each other Loan Document, are cumulative and not exclusive of any rights, remedies, powers and privileges provided by law.
Notwithstanding anything to the contrary contained herein or in any other Loan Document, the authority to enforce rights and remedies hereunder and under the other Loan Documents against the Loan Parties or any of them shall be vested exclusively in, and all actions and proceedings at law in connection with such enforcement shall be instituted and maintained exclusively by, the Administrative Agent in accordance with Section 8.02 for the benefit of all the Lenders and the L/C Issuer; provided, however, that the foregoing shall not prohibit (a) the Administrative Agent from exercising on its own behalf the rights and remedies that inure to its benefit (solely in its capacity as Administrative Agent) hereunder and under the other Loan Documents, (b) the L/C Issuer or the Swing Line Lender from exercising the rights and remedies that inure to its benefit (solely in its capacity as L/C Issuer or Swing Line Lender, as the case may be) hereunder and under the other Loan Documents, (c) any Lender from exercising setoff rights in accordance with Section 10.08 (subject to the terms of Section 2.13), or (d) any Lender from filing proofs of claim or appearing and filing pleadings on its own behalf during the pendency of a proceeding relative to any Loan Party under any Debtor Relief Law; and provided, further, that if at any time there is no Person acting as Administrative Agent hereunder and under the other Loan Documents, then (i) the Required Lenders shall have the rights otherwise ascribed to the Administrative Agent pursuant to Section 8.02 and (ii) in addition to the matters set forth in clauses (b), (c) and (d) of the preceding proviso and subject to Section 2.13, any Lender may, with the consent of the Required Lenders, enforce any rights and remedies available to it and as authorized by the Required Lenders.
10.04. Expenses; Indemnity; Damage Waiver.
(a) Costs and Expenses. The Borrower shall pay (i) all reasonable and documented out-of-pocket expenses incurred by the Arrangers and the Administrative Agent (but limited to the reasonable and documented fees, charges and disbursements of one firm of counsel for the Arrangers and the Administrative Agent, and one local counsel for the Arrangers and the Administrative Agent in each applicable jurisdiction), in connection with the syndication of the credit facilities provided for herein, the preparation, negotiation, execution, delivery and administration of this Agreement and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable and documented out-of-pocket expenses incurred by the L/C Issuer in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, any Lender or the L/C Issuer (including the reasonable and documented fees, charges and disbursements of any counsel for the Administrative Agent, any Lender or the L/C Issuer), in connection with the enforcement or protection of its rights (A) in connection with this Agreement and the other Loan Documents, including its rights under this Section, or (B) in connection with Loans made or Letters of Credit issued hereunder, including all such reasonable and documented out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit, but limited to one counsel for all Lenders, the Administrative Agent and the L/C Issuer, and, if necessary, of one local counsel for all Lenders, the Administrative Agent and the L/C Issuer in each applicable jurisdiction (which may include a single special counsel acting in multiple jurisdictions for all Lenders, the Administrative Agent and the L/C Issuer), and, solely in the case of an actual or perceived conflict of interest, one additional counsel in each applicable material jurisdiction to the affected Persons.
(b) Indemnification by the Borrower. The Borrower shall indemnify each Agent (and any sub-agent thereof), each Arranger, each Lender and the L/C Issuer, and each Related Party of any of the foregoing Persons (each such Person being called an Indemnitee) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related reasonable and documented out-of-pocket expenses (including the reasonable and documented fees, charges and disbursements of any counsel, but limited to the reasonable and documented attorneys fees of one firm of counsel for all Indemnitees, taken as a whole and, if necessary, of one firm of local counsel in each appropriate jurisdiction (which may include one firm of special counsel acting in multiple
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jurisdictions) for all Indemnitees, taken as a whole, and, solely in the case of a conflict of interest, one additional counsel in each applicable material jurisdiction to the affected Indemnitees), incurred by any Indemnitee or asserted against any Indemnitee by any third party or by the Borrower or any other Loan Party arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, or, in the case of the Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan Documents, (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by the L/C Issuer to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual or alleged presence or release of Hazardous Materials on, at, under or from any property owned or operated by the Borrower or any of its Subsidiaries, or any Environmental Liability related in any way to the Borrower or any of its Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by the Borrower or any other Loan Party or any of the Borrowers or such Loan Partys directors, shareholders or creditors, and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related reasonable and documented out-of-pocket expenses are determined by a court of competent jurisdiction by a final and nonappealable judgment to have resulted from (A) the gross negligence, bad faith or willful misconduct of such Indemnitee or its Related Parties, (B) a material breach of this Agreement or any Loan Document by such Indemnitee or one of its Related Parties or (C) disputes between and among Indemnitees that does not involve an act or omission by the Borrower or any of its Subsidiaries (other than claims against an Indemnitee acting in its capacity as an Agent or Arranger under this Agreement unless such claims arise from the gross negligence, bad faith or willful misconduct of such Indemnitee (as determined by a court of competent jurisdiction by a final and nonappealable judgment)).
(c) Reimbursement by Lenders. To the extent that the Borrower for any reason fails to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by it to the Administrative Agent (or any sub-agent thereof), the L/C Issuer or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), the L/C Issuer or such Related Party, as the case may be, such Lenders Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent) or the L/C Issuer in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent) or L/C Issuer in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.12(d).
(d) Waiver of Consequential Damages, Etc. To the fullest extent permitted by applicable law, the Borrower shall not assert, and hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Loan or Letter of Credit or the use of the proceeds thereof. No Indemnitee referred to in subsection (b) above shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed to such unintended recipients by such Indemnitee through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby other than for direct or actual damages resulting from the gross negligence or willful misconduct of such Indemnitee as determined by a final and nonappealable judgment of a court of competent jurisdiction.
(e) Payments. All amounts due under this Section shall be payable not later than ten Business Days after demand therefor.
(f) Survival. The agreements in this Section shall survive the resignation of the Administrative Agent, the L/C Issuer and the Swing Line Lender, the replacement of any Lender, the termination of the Aggregate Commitments and the repayment, satisfaction or discharge of all the other Obligations.
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10.05. Payments Set Aside. To the extent that any payment by or on behalf of the Borrower is made to the Administrative Agent, the L/C Issuer or any Lender, or the Administrative Agent, the L/C Issuer or any Lender exercises its right of setoff, and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by the Administrative Agent, the L/C Issuer or such Lender in its discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any Debtor Relief Law or otherwise, then (a) to the extent of such recovery, the obligation or part thereof originally intended to be satisfied shall be revived and continued in full force and effect as if such payment had not been made or such setoff had not occurred, and (b) each Lender and the L/C Issuer severally agrees to pay to the Administrative Agent upon demand its applicable share (without duplication) of any amount so recovered from or repaid by the Administrative Agent, plus interest thereon from the date of such demand to the date such payment is made at a rate per annum equal to the Federal Funds Rate from time to time in effect. The obligations of the Lenders and the L/C Issuer under clause (b) of the preceding sentence shall survive the payment in full of the Obligations and the termination of this Agreement.
10.06. Successors and Assigns.
(a) Successors and Assigns Generally. The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby, except that the Borrower may not assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of the Administrative Agent and each Lender and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except (i) to an assignee in accordance with the provisions of Section 10.06(b), (ii) by way of participation in accordance with the provisions of Section 10.06(d), or (iii) by way of pledge or assignment of a security interest subject to the restrictions of Section 10.06(f), (and any other attempted assignment or transfer by any party hereto shall be null and void). Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants to the extent provided in subsection (d) of this Section and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent, the L/C Issuer and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement.
(b) Assignments by Lenders. Any Lender may at any time assign to one or more assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment(s) and the Loans (including for purposes of this Section 10.06(b), participations in L/C Obligations and in Swing Line Loans) at the time owing to it); provided that any such assignment shall be subject to the following conditions:
(i) Minimum Amounts.
(A) In the case of an assignment of the entire remaining amount of the assigning Lenders Commitment under any Facility and the Loans at the time owing to it under such Facility or in the case of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund, no minimum amount need be assigned; and
(B) in any case not described in subsection (b)(i)(A) of this Section, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment, determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or, if Trade Date is specified in the Assignment and Assumption, as of the Trade Date, shall not be less than $5,000,000, in the case of any assignment in respect of the Revolving Credit Facility, or $1,000,000, in the case of any assignment in respect of the Term Facilities, unless each of the Administrative Agent and, so long as no Event of Default has occurred and is continuing, the Borrower otherwise consents (each such consent not to be unreasonably withheld or delayed); provided, however, that concurrent assignments to members of an Assignee Group and concurrent assignments from members of an Assignee Group to a single Eligible Assignee (or to an Eligible Assignee and members of its Assignee Group) will be treated as a single assignment for purposes of determining whether such minimum amount has been met;
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(ii) Proportionate Amounts. Each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lenders rights and obligations under this Agreement with respect to the Loans or the Commitment assigned, except that this clause (ii) shall not (A) apply to the Swing Line Lenders rights and obligations in respect of Swing Line Loans or (B) prohibit any Lender from assigning all or a portion of its rights and obligations among separate Facilities on a non-pro rata basis;
(iii) Required Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(B) of this Section and, in addition:
(A) the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (1) an Event of Default has occurred and is continuing at the time of such assignment or (2) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund; provided that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within five (5) Business Days after having received notice thereof;
(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of (1) any Term Commitment or Revolving Credit Commitment if such assignment is to a Person that is not a Lender with a Commitment in respect of the applicable Facility, an Affiliate of such Lender or an Approved Fund with respect to such Lender or (2) any Term Loan to a Person that is not a Lender, an Affiliate of a Lender or an Approved Fund;
(C) the consent of the L/C Issuer (such consent not to be unreasonably withheld or delayed) shall be required for any assignment that increases the obligation of the assignee to participate in exposure under one or more Letters of Credit (whether or not then outstanding); and
(D) the consent of the Swing Line Lender (such consent not to be unreasonably withheld or delayed) shall be required for any assignment in respect of the Revolving Credit Facility.
(iv) Assignment and Assumption. The parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee in the amount of $3,500; provided, however, that the Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment. The assignee, if it is not a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire.
(v) No Assignment to Certain Persons. No such assignment shall be made (A) to the Borrower or any of the Borrowers Affiliates or Subsidiaries, or (B) to any Defaulting Lender or any of its Subsidiaries, or any Person who, upon becoming a Lender hereunder, would constitute any of the foregoing Persons described in this clause (B), or (C) to a natural person.
(vi) Certain Additional Payments. In connection with any assignment of rights and obligations of any Defaulting Lender hereunder, no such assignment shall be effective unless and until, in addition to the other conditions thereto set forth herein, the parties to the assignment shall make such additional payments to the Administrative Agent in an aggregate amount sufficient, upon distribution thereof as appropriate (which may be outright payment, purchases by the assignee of participations or subparticipations, or other compensating actions, including funding, with the consent of the Borrower and the Administrative Agent, the applicable pro rata share of Loans previously requested but not funded by the Defaulting Lender, to each of which the applicable assignee and assignor hereby irrevocably consent), to (x) pay and satisfy in full all payment liabilities then owed by such Defaulting Lender to the Administrative Agent or any Lender hereunder (and interest accrued thereon) and (y) acquire (and fund as appropriate) its full pro rata share of all Loans and participations in Letters of Credit and Swing Line Loans in accordance with its Applicable Percentage. Notwithstanding the foregoing, in the event that any assignment of rights and obligations of any Defaulting Lender hereunder shall become effective under applicable Law without compliance with the provisions of this paragraph, then the assignee of such interest shall be deemed to be a Defaulting Lender for all purposes of this Agreement until such compliance occurs.
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Subject to acceptance and recording thereof by the Administrative Agent pursuant to subsection (c) of this Section, from and after the effective date specified in each Assignment and Assumption, the assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lenders rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 3.01, 3.04, 3.05 and 10.04 with respect to facts and circumstances occurring prior to the effective date of such assignment. Upon request, the Borrower (at its expense) shall execute and deliver a Note to the assignee Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section 10.06(d).
(c) Register. The Administrative Agent, acting solely for this purpose as a non-fiduciary agent of the Borrower (and such agency being solely for tax purposes), shall maintain at the Administrative Agents Office a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Commitments of, and principal amounts (and related interest amounts) of the Loans and L/C Obligations owing to, each Lender pursuant to the terms hereof from time to time (the Register). The entries in the Register shall be conclusive absent manifest error, and the Borrower, the Administrative Agent and the Lenders shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. In addition, the Administrative Agent shall maintain on the Register information regarding the designation, and revocation of designation, of any Lender as a Defaulting Lender. The Register shall be available for inspection by the Borrower and any Lender, at any reasonable time and from time to time upon reasonable prior notice.
(d) Participations. Any Lender may at any time, without the consent of, or notice to, the Borrower or the Administrative Agent, sell participations to any Person (other than a natural person, a Defaulting Lender or the Borrower or any of the Borrowers Affiliates or Subsidiaries) (each, a Participant) in all or a portion of such Lenders rights and/or obligations under this Agreement (including all or a portion of its Commitment and/or the Loans (including such Lenders participations in L/C Obligations and/or Swing Line Loans) owing to it); provided that (i) such Lenders obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrower, the Administrative Agent, the Lenders and the L/C Issuer shall continue to deal solely and directly with such Lender in connection with such Lenders rights and obligations under this Agreement. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, waiver or other modification described in the first proviso to Section 10.01 that affects such Participant. Subject to subsection (e) of this Section, the Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.01, 3.04 and 3.05 (subject to the limitations and requirements of such Sections and Section 10.13) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to Section 10.06(b). To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 10.08 as though it were a Lender, provided such Participant agrees to be subject to Section 2.13 as though it were a Lender.
Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the Borrower (and such agency being solely for tax purposes), maintain a register on which it enters the name and address of each Participant and the principal amounts (and related interest amounts) of each Participants interest in the Loans or other obligations under this Agreement (the Participant Register). The entries in the Participant Register shall be conclusive (absent manifest error), and the Borrower and the Lenders shall treat each Person whose name is recorded in the Participant Register pursuant to the terms hereof as a Participant for all purposes of this Agreement, notwithstanding notice to the contrary; provided that no Lender shall have the obligation to disclose all or a portion of the Participant Register (including the identity of the Participant or any information relating to a Participants interest in any Loans or other obligations under any Loan Document) to any Person expect to the extent that such disclosure is necessary in connection with a Tax audit or other proceeding to establish that any loans are in registered form for U.S. federal income tax purposes.
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(e) Limitations upon Participant Rights. A Participant shall not be entitled to receive any greater payment under Section 3.01 or 3.04 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, except to the extent that the Participants right to a greater payment results from a Change in Law after the Participant became a Participant.
(f) Certain Pledges. Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement (including under its Note, if any) to secure obligations of such Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank; provided that no such pledge or assignment shall release such Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto.
(g) Resignation as L/C Issuer or Swing Line Lender after Assignment. Notwithstanding anything to the contrary contained herein, if at any time Barclays assigns all of its Revolving Credit Commitment and Revolving Credit Loans pursuant to Section 10.06(b), Barclays may, (i) upon 30 days notice to the Borrower and the Lenders, resign as L/C Issuer and/or (ii) upon 30 days notice to the Borrower, resign as Swing Line Lender. In the event of any such resignation as L/C Issuer or Swing Line Lender, the Borrower shall be entitled to appoint from among the Lenders a successor L/C Issuer or Swing Line Lender hereunder; provided, however, that no failure by the Borrower to appoint any such successor shall affect the resignation of Barclays as L/C Issuer or Swing Line Lender, as the case may be. If Barclays resigns as L/C Issuer, it shall retain all the rights, powers, privileges and duties of the L/C Issuer hereunder with respect to all Letters of Credit outstanding as of the effective date of its resignation as L/C Issuer and all L/C Obligations with respect thereto (including the right to require the Lenders to make Base Rate Loans or fund risk participations in Unreimbursed Amounts pursuant to Section 2.03(c)). If Barclays resigns as Swing Line Lender, it shall retain all the rights of the Swing Line Lender provided for hereunder with respect to Swing Line Loans made by it and outstanding as of the effective date of such resignation, including the right to require the Lenders to make Base Rate Loans or fund risk participations in outstanding Swing Line Loans pursuant to Section 2.04(c). Upon the appointment of a successor L/C Issuer or Swing Line Lender, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer or Swing Line Lender, as the case may be, and (b) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to Barclays to effectively assume the obligations of Barclays with respect to such Letters of Credit.
10.07. Treatment of Certain Information; Confidentiality. Each of the Administrative Agent, the Lenders and the L/C Issuer agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Affiliates and to its and its Affiliates respective partners, directors, officers, employees, agents, trustees, advisors and representatives (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (b) to the extent requested by any regulatory authority purporting to have jurisdiction over it (including any self-regulatory authority, such as the National Association of Insurance Commissioners), (c) to the extent required by applicable laws or regulations or by any subpoena or similar legal process, (d) to any other party hereto, (e) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (f) subject to an agreement containing provisions substantially the same as those of this Section, to (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or any Eligible Assignee invited to be a Lender pursuant to Section 2.14(c) or (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the Borrower and its obligations, (g) with the consent of the Borrower or (h) to the extent such Information (i) becomes publicly available other than as a result of a breach of this Section or (ii) becomes available to the Administrative Agent, any Lender, the L/C Issuer or any of their respective Affiliates on a nonconfidential basis from a source other than the Borrower.
For purposes of this Section, Information means all information received from the Borrower or any Subsidiary relating to the Borrower or any Subsidiary or any of their respective businesses, other than any such information that is available to any Agent, any Lender or the L/C Issuer on a nonconfidential basis prior to disclosure by the Borrower or any Subsidiary, provided that, in the case of information received from the Borrower or any Subsidiary
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after the date hereof, such information is clearly identified at the time of delivery as confidential or is delivered pursuant to Section 6.01(c), 6.02 or 6.03 hereof. Any Person required to maintain the confidentiality of Information as provided in this Section shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information.
Each of the Administrative Agent, the Lenders and the L/C Issuer acknowledges that (a) the Information may include material non-public information concerning the Borrower or a Subsidiary, as the case may be, (b) it has developed compliance procedures regarding the use of material non-public information and (c) it will handle such material non-public information in accordance with applicable Law, including United States federal and state securities Laws.
10.08. Right of Setoff. If an Event of Default shall have occurred and be continuing, each Lender, the L/C Issuer and each of their respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by applicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender, the L/C Issuer or any such Affiliate to or for the credit or the account of the Borrower against any and all of the obligations of the Borrower now or hereafter existing under this Agreement or any other Loan Document to such Lender or the L/C Issuer, irrespective of whether or not such Lender or the L/C Issuer shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower may be contingent or unmatured or are owed to a branch or office of such Lender or the L/C Issuer different from the branch or office holding such deposit or obligated on such Indebtedness; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.16 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender, the L/C Issuer and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, the L/C Issuer or their respective Affiliates may have. Each Lender and the L/C Issuer agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application, provided that the failure to give such notice shall not affect the validity of such setoff and application. Notwithstanding the provisions of this Section 10.08, if at any time any Lender, the L/C Issuer or any of their respective Affiliates maintains one or more deposit accounts for the Borrower into which Medicare and/or Medicaid receivables are deposited, such Person shall waive the right of setoff set forth herein.
10.09. Interest Rate Limitation. Notwithstanding anything to the contrary contained in any Loan Document, the interest paid or agreed to be paid under the Loan Documents shall not exceed the maximum rate of non-usurious interest permitted by applicable Law (the Maximum Rate). If the Administrative Agent or any Lender shall receive interest in an amount that exceeds the Maximum Rate, the excess interest shall be applied to the principal of the Loans or, if it exceeds such unpaid principal, refunded to the Borrower. In determining whether the interest contracted for, charged, or received by the Administrative Agent or a Lender exceeds the Maximum Rate, such Person may, to the extent permitted by applicable Law, (a) characterize any payment that is not principal as an expense, fee, or premium rather than interest, (b) exclude voluntary prepayments and the effects thereof, and (c) amortize, prorate, allocate, and spread in equal or unequal parts the total amount of interest throughout the contemplated term of the Obligations hereunder.
10.10. Counterparts; Integration; Effectiveness. This Agreement may be executed in counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Agreement and the other Loan Documents constitute the entire contract among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof. Except as provided in Section 4.01, this Agreement shall become effective when it shall have been executed by the Administrative Agent and when the Administrative Agent shall have received counterparts hereof that, when taken together, bear the signatures of each of the other parties hereto. Delivery of an executed counterpart of a signature page of this Agreement by facsimile or other electronic imaging means shall be effective as delivery of a manually executed counterpart of this Agreement.
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10.11. Survival of Representations and Warranties. All representations and warranties made hereunder and in any other Loan Document or other document delivered pursuant hereto or thereto or in connection herewith or therewith shall survive the execution and delivery hereof and thereof. Such representations and warranties have been or will be relied upon by the Administrative Agent and each Lender, regardless of any investigation made by the Administrative Agent or any Lender or on their behalf and notwithstanding that the Administrative Agent or any Lender may have had notice or knowledge of any Default at the time of any Credit Extension, and shall continue in full force and effect as long as any Loan or any other Obligation hereunder shall remain unpaid or unsatisfied or any Letter of Credit shall remain outstanding.
10.12. Severability. If any provision of this Agreement or the other Loan Documents is held to be illegal, invalid or unenforceable, (a) the legality, validity and enforceability of the remaining provisions of this Agreement and the other Loan Documents shall not be affected or impaired thereby and (b) the parties shall endeavor in good faith negotiations to replace the illegal, invalid or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the illegal, invalid or unenforceable provisions. The invalidity of a provision in a particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. Without limiting the foregoing provisions of this Section 10.12, if and to the extent that the enforceability of any provisions in this Agreement relating to Defaulting Lenders shall be limited by Debtor Relief Laws, as determined in good faith by the Administrative Agent, the L/C Issuer or the Swing Line Lender, as applicable, then such provisions shall be deemed to be in effect only to the extent not so limited.
10.13. Replacement of Lenders. If any Lender requests compensation under Section 3.04, or if the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.01, if any Lender is a Defaulting Lender or if any other circumstance exists hereunder that gives the Borrower the right to replace a Lender as a party hereto, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 10.06), all of its interests, rights and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), provided that:
(a) the Borrower shall have paid to the Administrative Agent the assignment fee specified in Section 10.06(b);
(b) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans and L/C Advances, accrued interest thereon, accrued fees and all other amounts payable to it hereunder (including any premiums) and under the other Loan Documents (including any amounts under Section 3.05) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts);
(c) in the case of any such assignment resulting from a claim for compensation under Section 3.04 or payments required to be made pursuant to Section 3.01, such assignment will result in a reduction in such compensation or payments thereafter; and
(d) such assignment does not conflict with applicable Laws.
A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply.
10.14. Governing Law; Jurisdiction; Etc.
(a) GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.
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(b) SUBMISSION TO JURISDICTION. THE BORROWER IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE EXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK SITTING IN NEW YORK COUNTY AND OF THE UNITED STATES DISTRICT COURT OF THE SOUTHERN DISTRICT OF NEW YORK AND ANY APPELLATE COURT FROM ANY THEREOF, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT (OTHER THAN AS PROVIDED IN ANY MORTGAGE WITH RESPECT TO ITSELF), OR FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT, AND EACH OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE COURT OR, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE 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.
(c) WAIVER OF VENUE. THE BORROWER IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT IN ANY COURT REFERRED TO IN PARAGRAPH (B) OF THIS SECTION. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION OR PROCEEDING IN ANY SUCH COURT.
(d) SERVICE OF PROCESS. EACH PARTY HERETO IRREVOCABLY CONSENTS TO SERVICE OF PROCESS IN THE MANNER PROVIDED FOR NOTICES IN SECTION 10.02. NOTHING IN THIS AGREEMENT WILL AFFECT THE RIGHT OF ANY PARTY HERETO TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY APPLICABLE LAW.
10.15. WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.
10.16. No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), the Borrower acknowledges and agrees, and acknowledges its Affiliates understanding, that: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent and the Arrangers, are arms-length commercial transactions between the Borrower and its Affiliates, on the one hand, and the Administrative Agent and the Arrangers, on the other hand, (B) the Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) the Borrower is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) the Administrative Agent and the Arrangers each is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Borrower or any of its Affiliates, or any other Person and (B) neither the Administrative Agent nor the Arrangers has any obligation to the Borrower or any of its Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Administrative Agent and the Arrangers and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower and its Affiliates, and neither
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the Administrative Agent nor the Arrangers has any obligation to disclose any of such interests to the Borrower or its Affiliates. To the fullest extent permitted by law, the Borrower hereby waives and releases any claims that it may have against the Administrative Agent and the Arrangers with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.
10.17. Electronic Execution of Assignments and Certain Other Documents. The words execution, signed, signature, and words of like import in any Assignment and Assumption or in any amendment or other modification hereof (including waivers and consents) shall be deemed to include electronic signatures or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act.
10.18. USA PATRIOT Act. Each Lender that is subject to the PATRIOT Act and the Administrative Agent (for itself and not on behalf of any Lender) hereby notifies the Borrower that pursuant to the requirements of the PATRIOT Act, it is required to obtain, verify and record information that identifies each Loan Party, which information includes the name and address of each Loan Party and other information that will allow such Lender or the Administrative Agent, as applicable, to identify each Loan Party in accordance with the PATRIOT Act. The Borrower shall, promptly following a request by the Administrative Agent or any Lender, provide all documentation and other information that the Administrative Agent or such Lender requests in order to comply with its ongoing obligations under applicable know your customer and anti-money laundering rules and regulations, including the PATRIOT Act.
10.19. Time of the Essence. Time is of the essence of the Loan Documents.
10.20. ENTIRE AGREEMENT. THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first above written.
GENTIVA HEALTH SERVICES, INC. | ||||
By: | /s/ Rodney D. Windley | |||
Name: | Rodney D. Windley | |||
Title: | Executive Chairman |
S-1
BARCLAYS BANK PLC, as Revolving Credit Lender | ||||
By: | /s/ Diane Rolfe | |||
Name: | Diane Rolfe | |||
Title: | Director |
S-2
MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, as Revolving Credit Lender | ||||
By: | /s/ Ronald B. Caldwell | |||
Name: | Ronald B. Caldwell | |||
Title: | Managing Director |
S-3
GENERAL ELECTRIC CAPITAL CORPORATION, as a Revolving Credit Lender | ||||
By: | /s/ Ryan Guenin | |||
Name: | Ryan Guenin | |||
Title: | Duly Authorized Signatory |
S-4
SUNTRUST BANK, as Revolving Credit Lender | ||||
By: | /s/ C. David Yates | |||
Name: | C. David Yates | |||
Title: | Managing Director |
S-5
MORGAN STANLEY SENIOR FUNDING, INC., as Revolving Credit Lender | ||||
By: | /s/ Pramod Raju | |||
Name: | Pramod Raju | |||
Title: | Authorized Signatory |
S-6
SCHEDULE 2.01
COMMITMENTS AND APPLICABLE PERCENTAGES
Revolving Credit Commitments
Lender |
Revolving Credit Commitment |
Applicable Percentage | ||||||
Barclays Bank PLC |
$ | 25,000,000.00 | 25.000000 | % | ||||
Bank of America, N.A. |
$ | 20,000,000.00 | 20.000000 | % | ||||
SunTrust Bank |
$ | 20,000,000.00 | 20.000000 | % | ||||
Morgan Stanley Bank |
$ | 20,000,000.00 | 20.000000 | % | ||||
General Electric Capital Corporation |
$ | 15,000,000.00 | 15.000000 | % | ||||
|
|
|
|
|||||
Total: |
$ | 100,000,000.00 | 100.000000 | % | ||||
|
|
|
|
Term B Commitments
Lender |
Term Commitment | Applicable Percentage | ||||||
Barclays Bank PLC |
$ | 670,000,000.00 | 100.000000 | % | ||||
|
|
|
|
|||||
Total: |
$ | 670,000,000.00 | 100.000000 | % | ||||
|
|
|
|
Term C Commitments
Lender |
Term Commitment | Applicable Percentage | ||||||
Barclays Bank PLC |
$ | 155,000,000.00 | 100.000000 | % | ||||
|
|
|
|
|||||
Total: |
$ | 155,000,000.00 | 100.000000 | % | ||||
|
|
|
|
2.01
SCHEDULE 2.03
EXISTING LETTERS OF CREDIT
LOC # |
Beneficiary |
Total Balance | Expiration Date |
Issuer | ||||||
68053537 |
Hartford Fire Insurance Co. |
$ | 36,900,000 | 10/1/14 | Bank of America, N.A. | |||||
68054171 |
National Union Fire Insurance |
$ | 2,281,943 | 10/1/14 | Bank of America, N.A. | |||||
68054098 |
ACE American Ins. Co. |
$ | 8,027,802 | 10/1/14 | Bank of America, N.A. | |||||
68054169 |
National Union Fire Insurance |
$ | 1,849,322 | 10/1/14 | Bank of America, N.A. | |||||
SB-01886 |
National Union Fire Insurance |
$ | 3,287,500 | 7/31/14 | Barclays Bank PLC |
2.03
SCHEDULE 4.01(a)
MORTGAGED PROPERTIES
None.
4.01(a)
SCHEDULE 5.05
SUPPLEMENT TO INTERIM FINANCIAL STATEMENTS
Indebtedness of the Borrower set forth on the unaudited consolidated balance sheets dated March 31, 2013 and June 30, 2013.
To the Borrowers knowledge, Indebtedness set forth on the unaudited consolidated balance sheets with respect to the Acquired Business dated May 31, 2013 and June 30, 2013, and the related consolidated statements of income or operations and cash flows for the fiscal quarter ended on that date.
That certain Master Services Agreement between Affiliated Computer Services, Inc. (a Xerox company) and Harden Healthcare, LLC dated December 30, 2011 for the provision of certain information technology services.
5.05
SCHEDULE 5.06
LITIGATION
1) | On May 5, 2008, Odyssey HealthCare, Inc. (Odyssey) received a letter from the U.S. Department of Justice (DOJ) notifying Odyssey that the DOJ was conducting an investigation of VistaCare, Inc. (VistaCare) and requesting that Odyssey provide certain information and documents related to the DOJs investigation of claims submitted by VistaCare to Medicare, Medicaid and the U.S. government health insurance plan for active military members, their families and retirees, formerly the Civilian Health and Medical Program of the Uniformed Services (TRICARE), from January 1, 2003 through March 6, 2008, the date Odyssey completed the acquisition of VistaCare. Odyssey has been informed by the DOJ and the Medicaid Fraud Control Unit of the Texas Attorney Generals Office that they are reviewing allegations that VistaCare may have billed the federal Medicare, Medicaid and TRICARE programs for hospice services that were not reasonably or medically necessary or performed as claimed. The basis of the investigation is a qui tam lawsuit filed in the United States District Court for the Northern District of Texas by a former employee of VistaCare. The lawsuit alleges, among other things, that VistaCare submitted false claims to Medicare and Medicaid for hospice services that were not medically necessary and for hospice services that were referred in violation of the anti-kickback statute. The court unsealed the lawsuit on October 5, 2009 and Odyssey was served on January 28, 2010. In connection with the unsealing of the complaint, the DOJ filed a notice with the court declining to intervene in the qui tam action at such time. The Texas Attorney General also filed a notice of non-intervention with the court. These actions should not be viewed as a final assessment by the DOJ or the Texas Attorney General of the merits of this qui tam action. Odyssey continues to cooperate with the DOJ and the Texas Attorney General in their investigation. The relator has continued to pursue the qui tam lawsuit. Odyssey and VistaCare filed motions to dismiss the relators complaint on March 30, 2010 and April 2, 2012. The court issued orders on the motions to dismiss on March 9, 2011 and July 23, 2012. Consistent with the courts orders, relators false claims act claims based on alleged medically unnecessary hospice services and for hospice services referred in violation of the anti-kickback statute are permitted to proceed to discovery. On or about September 6, 2013, relator filed her fourth amended complaint. This pleading only alleges wrongdoing against VistaCare from January 1, 2003 through December 31, 2012 and makes clear that it does not allege any wrongdoing against Odyssey or the Company and only asserts claims against them as purported successors in interest. On or about September 27, 2013, VistaCare answered the fourth amended complaint, and the Company and Odyssey moved to dismiss the allegations made against them. That motion is pending before the Court. The case was set for trial on March 10, 2014, and the parties have submitted a proposed scheduling order, which is pending before the Court, requesting a trial date of September 7, 2015. VistaCare, Odyssey, and the Company deny the allegations made in this qui tam action and will vigorously defend against them. Based on the information available at this time, the Company cannot predict the outcome of the qui tam lawsuit, the governments continuing investigation, the DOJs or Texas |
5.06
Attorney Generals views of the issues being investigated, other than the DOJs and Texas Attorney Generals notice declining to intervene in the qui tam action, or any actions that the DOJ or Texas Attorney General may take. |
2) | On February 23, 2010 Odyssey received a subpoena from the Department of Health and Human Services, Office of Inspector General (OIG), requesting various documents and certain patient records of one of Odysseys hospice programs relating to services performed from January 1, 2006 through December 31, 2009. Odyssey is cooperating with the OIG and has completed its subpoena production. Based on the limited information that Odyssey has at this time, the Company cannot predict the outcome of the investigation, the OIGs views of the issues being investigated or any actions that the OIG may take. |
See Schedule 5.20.
SCHEDULE 5.08(b)
EXISTING LIENS
See attached.
5.08(b)
SCHEDULE 5.08(b)
EXISTING LIENS
JURISDICTION |
DEBTOR NAME |
SECURED PARTY |
FILING FOUND |
FILE # |
DATE FILED |
COLLATERAL | ||||||
Mississippi Secretary of State | Alpine Home Health, Inc. | State of Mississippi (Washington County Circuit Court) | State Tax Lien | 37395C | 10/29/2007 | State Tax Lien in the amount of $2,091. | ||||||
Kansas Secretary of State | Faith Home Health and Hospice, LLC | Key Equipment Finance, Inc. | UCC-1 | 6369383 | 6/15/2007 | Specific Equipment | ||||||
Kansas Secretary of State | Faith Home Health and Hospice, LLC | Key Equipment Finance, Inc. | UCC Amendment | 70774216 | 6/7/2010 | Amendment to the original file number 6369383 filed 6/15/2007 to restate the collateral | ||||||
Kansas Secretary of State | Faith Home Health and Hospice, LLC | Key Equipment Finance, Inc. | UCC Continuation | 71114339 | 3/15/2012 | Continuation of the original file number 6369383 filed 6/15/2007 | ||||||
West Virginia, Secretary of State | First Home Health, Inc. | State of West Virginia | State Tax Lien | BK53PG694 | 6/18/2003 | Tax lien filed for the unpaid balance of $151 | ||||||
West Virginia, Secretary of State | First Home Health, Inc. | State of West Virginia | State Tax Lien | BK569PG965 | 8/11/2009 | Tax lien filed for the unpaid balance of $210 | ||||||
West Virginia, Secretary of State | Faith in Home Services, Inc. | State of West Virginia | State Tax Lien Release | BK166PG528 | 8/11/2009 | Release of tax lien filed on 8/11/2009 for the unpaid balance of $210 | ||||||
Travis County, Texas | First Home Health, Inc. | Department of Treasury - IRS | Federal Tax Lien | 20125098000 | 1/19/2012 | Tax lien filed for the unpaid balance of $33,999.88 for Tax Period ending 12/31/2007. Assessed 11/7/2011 |
Page 1 of 12
Texas Secretary of State | Girling Health Care, Inc. | De Lage Landen Financial Services, Inc. | UCC-1 | 06-0025604164 | 7/31/2006 | Leased Equipment | ||||||
Texas Secretary of State | Girling Health Care, Inc. | De Lage Landen Financial Services, Inc. | UCC Continuation | 11-00199725 | 7/8/2011 | Continuation of the original file number 06-0025604164 filed 7/31/2006 | ||||||
Texas Secretary of State | Girling Health Care, Inc. | Honeywell Global Finance LLC | UCC-1 | 08-0019575398 | 6/10/2008 | Leased Equipment | ||||||
Texas Secretary of State | Girling Health Care, Inc. | Oce Financial Services, Inc. | UCC-1 | 09-0001334181 | 1/14/2009 | Leased Equipment | ||||||
Texas Secretary of State | Girling Health Care, Inc. | Oce Financial Services, Inc. | UCC-1 | 09-0001334292 | 1/14/2009 | Leased Equipment | ||||||
Texas Secretary of State | Girling Health Care, Inc. | Oce Financial Services, Inc. | UCC-1 | 09-0008079356 | 3/23/2009 | Leased Equipment | ||||||
Texas Secretary of State | Girling Health Care, Inc. | Oce Financial Services, Inc. | UCC-1 | 09-0008079467 | 3/23/2009 | Leased Equipment | ||||||
Texas Secretary of State | Girling Health Care, Inc. | Oce Financial Services, Inc. | UCC-1 | 09-0008081410 | 3/23/2009 | Leased Equipment | ||||||
Texas Secretary of State | Girling Health Care, Inc. | Oce Financial Services, Inc. | UCC-1 | 09-0009103395 | 4/1/2009 | Leased Equipment | ||||||
Texas Secretary of State | Girling Health Care, Inc. | Oce Financial Services, Inc. | UCC-1 | 09-0009103406 | 4/1/2009 | Leased Equipment | ||||||
Texas Secretary of State | Girling Health Care, Inc. | Oce Financial Services, Inc. | UCC-1 | 09-0009129555 | 4/1/2009 | Leased Equipment |
Page 2 of 12
Texas Secretary of State | Girling Health Care, Inc. | Oce Financial Services, Inc. | UCC-1 | 09-0018718115 | 7/2/2009 | Leased Equipment | ||||||
Texas Secretary of State | Girling Health Care, Inc. | Wells Fargo Financial Leasing, Inc. | UCC-1 | 09-0020626984 | 7/21/2009 | Leased Equipment | ||||||
Texas Secretary of State | Girling Health Care, Inc. | Oce Financial Services, Inc. | UCC-1 | 09-0021129731 | 7/27/2009 | Leased Equipment | ||||||
Texas Secretary of State | Girling Health Care, Inc. | Oce Financial Services, Inc. | UCC-1 | 09-0021129842 | 7/27/2009 | Leased Equipment | ||||||
Texas Secretary of State | Girling Health Care, Inc. | Oce Financial Services, Inc. | UCC-1 | 09-0021130218 | 7/27/2009 | Leased Equipment | ||||||
Texas Secretary of State | Girling Health Care, Inc. | Oce Financial Services, Inc. | UCC-1 | 09-0021130329 | 7/27/2009 | Leased Equipment | ||||||
Texas Secretary of State | Girling Health Care, Inc. | Oce Financial Services, Inc. | UCC-1 | 09-0021130430 | 7/27/2009 | Leased Equipment | ||||||
Texas Secretary of State | Girling Health Care, Inc. | Oce Financial Services, Inc. | UCC-1 | 09-0021885083 | 8/4/2009 | Leased Equipment | ||||||
Texas Secretary of State | Girling Health Care, Inc. | Oce Financial Services, Inc. | UCC-1 | 09-0023114969 | 8/14/2009 | Leased Equipment | ||||||
Texas Secretary of State | Girling Health Care, Inc. | Oce Financial Services, Inc. | UCC-1 | 09-0024293403 | 8/28/2009 | Leased Equipment | ||||||
Texas Secretary of State | Girling Health Care, Inc. | Oce Financial Services, Inc. | UCC-1 | 09-0024293514 | 8/28/2009 | Leased Equipment | ||||||
Texas Secretary of State | Girling Health Care, Inc. | Oce Financial Services, Inc. | UCC-1 | 09-0029290506 | 10/20/2009 | Leased Equipment |
Page 3 of 12
Texas Secretary of State | Girling Health Care, Inc. | Oce Financial Services, Inc. | UCC-1 | 09-0029381426 | 10/21/2009 | Leased Equipment | ||||||
Texas Secretary of State | Girling Health Care, Inc. | Oce Financial Services, Inc. | UCC-1 | 09-0029381537 | 10/21/2009 | Leased Equipment | ||||||
Texas Secretary of State | Girling Health Care, Inc. | Oce Financial Services, Inc. | UCC-1 | 09-0029381648 | 10/21/2009 | Leased Equipment | ||||||
Texas Secretary of State | Girling Health Care, Inc. | Oce Financial Services, Inc. | UCC-1 | 09-0029381759 | 10/21/2009 | Leased Equipment | ||||||
Texas Secretary of State | Girling Health Care, Inc. | Oce Financial Services, Inc. | UCC Amendment | 09-00326605 | 11/24/2009 | Amendment to the original file number 09-0029381759 filed 10/21/2009 to delete specific Equipment | ||||||
Texas Secretary of State | Girling Health Care, Inc. | Oce Financial Services, Inc. | UCC-1 | 09-0029381860 | 10/21/2009 | Leased Equipment | ||||||
Texas Secretary of State | Girling Health Care, Inc. | Oce Financial Services, Inc. | UCC-1 | 09-0029608004 | 10/23/2009 | Leased Equipment | ||||||
Texas Secretary of State | Girling Health Care, Inc. | Oce Financial Services, Inc. | UCC-1 | 09-0031048409 | 11/6/2009 | Leased Equipment | ||||||
Texas Secretary of State | Girling Health Care, Inc. | Oce Financial Services, Inc. | UCC-1 | 09-0031153981 | 11/9/2009 | Leased Equipment | ||||||
Texas Secretary of State | Girling Health Care, Inc. | Oce Financial Services, Inc. | UCC-1 | 09-0031154013 | 11/9/2009 | Leased Equipment | ||||||
Texas Secretary of State | Girling Health Care, Inc. | Oce Financial Services, Inc. | UCC-1 | 09-0031154235 | 11/9/2009 | Leased Equipment |
Page 4 of 12
Texas Secretary of State | Girling Health Care, Inc. | Oce Financial Services, Inc. | UCC-1 | 09-0031154346 | 11/9/2009 | Leased Equipment | ||||||
Texas Secretary of State | Girling Health Care, Inc. | Oce Financial Services, Inc. | UCC-1 | 09-0031154457 | 11/9/2009 | Leased Equipment | ||||||
Texas Secretary of State | Girling Health Care, Inc. | Oce Financial Services, Inc. | UCC-1 | 09-0031154568 | 11/9/2009 | Leased Equipment | ||||||
Texas Secretary of State | Girling Health Care, Inc. | Oce Financial Services, Inc. | UCC-1 | 09-0031401624 | 11/11/2009 | Leased Equipment | ||||||
Texas Secretary of State | Girling Health Care, Inc. | Oce Financial Services, Inc. | UCC Amendment | 09-00334145 | 12/4/2009 | Amendment to the original file number 09-0031401624 filed 11/11/2009 to restate the collateral | ||||||
Texas Secretary of State | Girling Health Care, Inc. | Oce Financial Services, Inc. | UCC-1 | 09-0032198931 | 11/19/2009 | Leased Equipment | ||||||
Texas Secretary of State | Girling Health Care, Inc. | Oce Financial Services, Inc. | UCC-1 | 09-0032199174 | 11/19/2009 | Leased Equipment | ||||||
Texas Secretary of State | Girling Health Care, Inc. | Oce Financial Services, Inc. | UCC-1 | 09-0032199285 | 11/19/2009 | Leased Equipment | ||||||
Texas Secretary of State | Girling Health Care, Inc. | Oce Financial Services, Inc. | UCC-1 | 09-0032199518 | 11/19/2009 | Leased Equipment | ||||||
Texas Secretary of State | Girling Health Care, Inc. | Oce Financial Services, Inc. | UCC-1 | 09-0034201504 | 12/14/2009 | Leased Equipment | ||||||
Texas Secretary of State | Girling Health Care, Inc. | Oce Financial Services, Inc. | UCC-1 | 09-0035412145 | 12/28/2009 | Leased Equipment |
Page 5 of 12
Texas Secretary of State | Girling Health Care, Inc. | Oce Financial Services, Inc. | UCC-1 | 09-0035412256 | 12/28/2009 | Leased Equipment | ||||||
Texas Secretary of State | Girling Health Care, Inc. | Oce Financial Services, Inc. | UCC-1 | 10-0003589692 | 2/5/2010 | Leased Equipment | ||||||
Texas Secretary of State | Girling Health Care, Inc. | Oce Financial Services, Inc. | UCC-1 | 10-0009315110 | 4/2/2010 | Leased Equipment | ||||||
Texas Secretary of State | Girling Health Care, Inc. | Oce Financial Services, Inc. | UCC-1 | 10-0009375994 | 4/5/2010 | Leased Equipment | ||||||
Texas Secretary of State | Girling Health Care, Inc. | Oce Financial Services, Inc. | UCC-1 | 10-0012283714 | 4/30/2010 | Leased Equipment | ||||||
Texas Secretary of State | Girling Health Care, Inc. | Oce Financial Services, Inc. | UCC-1 | 10-0014479713 | 5/20/2010 | Leased Equipment | ||||||
Texas Secretary of State | Girling Health Care, Inc. | Oce Financial Services, Inc. | UCC-1 | 10-0014489118 | 5/20/2010 | Leased Equipment | ||||||
Texas Secretary of State | Girling Health Care, Inc. | Oce Financial Services, Inc. | UCC-1 | 10-0014626060 | 5/21/2010 | Leased Equipment | ||||||
Texas Secretary of State | Girling Health Care, Inc. | Oce Financial Services, Inc. | UCC-1 | 10-0014626181 | 5/21/2010 | Leased Equipment | ||||||
Texas Secretary of State | Girling Health Care, Inc. | Oce Financial Services, Inc. | UCC-1 | 10-0015215257 | 5/27/2010 | Leased Equipment | ||||||
Texas Secretary of State | Girling Health Care, Inc. | Oce Financial Services, Inc. | UCC-1 | 10-0015943144 | 6/3/2010 | Leased Equipment |
Page 6 of 12
Texas Secretary of State | Girling Health Care, Inc. | De Landen Financial Services, Inc. | UCC-1 | 10-0020000396 | 7/12/2010 | Leased Equipment | ||||||
Texas Secretary of State | Girling Health Care, Inc. | Oce Financial Services, Inc. | UCC-1 | 10-0020147853 | 7/13/2010 | Leased Equipment | ||||||
Texas Secretary of State | Girling Health Care, Inc. | Oce Financial Services, Inc. | UCC-1 | 10-0021377738 | 7/26/2010 | Leased Equipment | ||||||
Texas Secretary of State | Girling Health Care, Inc. | Oce Financial Services, Inc. | UCC-1 | 10-0023158464 | 8/10/2010 | Leased Equipment | ||||||
Texas Secretary of State | Girling Health Care, Inc. and Harden Healthcare Services, LLC | Oce Financial Services, Inc. | UCC-1 | 10-0025267801 | 8/31/2010 | Leased Equipment | ||||||
Texas Secretary of State | Girling Health Care, Inc. and Harden Healthcare Services, LLC | Oce Financial Services, Inc. | UCC-1 | 10-0026440572 | 9/13/2010 | Leased Equipment | ||||||
Texas Secretary of State | Girling Health Care, Inc. and Harden Healthcare Services, LLC | Oce Financial Services, Inc. | UCC-1 | 10-0026703170 | 9/15/2010 | Leased Equipment | ||||||
Texas Secretary of State | Girling Health Care, Inc. | Oce Financial Services, Inc. | UCC-1 | 10-0027697961 | 9/24/2010 | Leased Equipment | ||||||
Texas Secretary of State | Harden Healthcare, LLC | Oce Financial Services, Inc. | UCC-1 | 10-0014479218 | 5/20/2010 | Leased Equipment |
Page 7 of 12
Texas Secretary of State | Harden Healthcare, LLC | Oce Financial Services, Inc. | UCC-1 | 10-0017208443 | 6/15/2010 | Leased Equipment | ||||||
Texas Secretary of State | Harden Healthcare, LLC | Oce Financial Services, Inc. | UCC Amendment | 10-00172172 | 6/15/2010 | Amendment to the original file number 10-0017208443 filed 6/15/2010 to change the Debtor name from Harden Healthcare, LLC to Harden Healthcare Services, LLC | ||||||
Texas Secretary of State | Harden Healthcare Services, LLC | Oce Financial Services, Inc. | UCC-1 | 09-0028675441 | 10/13/2009 | Leased Equipment | ||||||
Texas Secretary of State | Harden Healthcare Services, LLC | Oce Financial Services, Inc. | UCC-1 | 09-0028675552 | 10/13/2009 | Leased Equipment | ||||||
Texas Secretary of State | Harden Healthcare Services, LLC | Oce Financial Services, Inc. | UCC-1 | 09-0028675663 | 10/13/2009 | Leased Equipment | ||||||
Texas Secretary of State | Harden Healthcare Services, LLC | Oce Financial Services, Inc. | UCC-1 | 09-0028675774 | 10/13/2009 | Leased Equipment | ||||||
Texas Secretary of State | Harden Healthcare Services, LLC | Oce Financial Services, Inc. | UCC-1 | 09-0034015668 | 12/10/2009 | Leased Equipment | ||||||
Texas Secretary of State | Harden Healthcare Services, LLC | Oce Financial Services, Inc. | UCC-1 | 09-0034697715 | 12/17/2009 | Leased Equipment | ||||||
Texas Secretary of State | Harden Healthcare, LLC | Oce Financial Services, Inc. | UCC-1 | 10-0017208443 | 6/15/2010 | Leased Equipment | ||||||
Texas Secretary of State | Harden Healthcare Services, LLC | Oce Financial Services, Inc. | UCC Amendment | 10-00172172 | 6/15/2010 | Amendment to the original file number 10-0017208443 filed 6/15/2010 to change the Debtor name from Harden Healthcare, LLC to Harden Healthcare Services, LLC |
Page 8 of 12
Texas Secretary of State | Harden Healthcare Services, LLC | Oce Financial Services, Inc. | UCC-1 | 10-0017217079 | 6/15/2010 | Leased Equipment | ||||||
Texas Secretary of State | Harden Healthcare Services, LLC | Oce Financial Services, Inc. | UCC-1 | 10-0017218080 | 6/15/2010 | Leased Equipment | ||||||
Texas Secretary of State | Harden Healthcare Services, LLC | Oce Financial Services, Inc. | UCC-1 | 10-0017219091 | 6/15/2010 | Leased Equipment | ||||||
Texas Secretary of State | Harden Healthcare Services, LLC | Oce Financial Services, Inc. | UCC-1 | 10-0017262645 | 6/15/2010 | Leased Equipment | ||||||
Texas Secretary of State | Harden Healthcare Services, LLC | Oce Financial Services, Inc. | UCC-1 | 10-0017782258 | 6/21/2010 | Leased Equipment | ||||||
Texas Secretary of State | Harden Healthcare Services, LLC | Oce Financial Services, Inc. | UCC-1 | 10-0018102376 | 6/23/2010 | Leased Equipment | ||||||
Texas Secretary of State | Harden Healthcare Services, LLC | Oce Financial Services, Inc. | UCC-1 | 10-0019958194 | 7/12/2010 | Leased Equipment | ||||||
Texas Secretary of State | Harden Healthcare Services, LLC and Girling Health Care, Inc., as additional Debtor | Oce Financial Services, Inc. | UCC-1 | 10-0021377738 | 7/26/2010 | Leased Equipment | ||||||
Texas Secretary of State | Harden Healthcare Services, LLC and Girling Health Care, Inc., as additional Debtor | Oce Financial Services, Inc. | UCC-1 | 10-0025267801 | 8/31/2010 | Leased Equipment |
Page 9 of 12
Texas Secretary of State | Harden Healthcare Services, LLC and Girling Health Care, Inc., as additional Debtor | Oce Financial Services, Inc. | UCC-1 | 10-0026440572 | 9/13/2010 | Leased Equipment | ||||||
Texas Secretary of State | Harden Healthcare Services, LLC | Oce Financial Services, Inc. | UCC-1 | 10-0026702169 | 9/15/2010 | Leased Equipment | ||||||
Texas Secretary of State | Harden Healthcare Services, LLC and Girling Health Care, Inc., as additional Debtor | Oce Financial Services, Inc. | UCC-1 | 10-0026703170 | 9/15/2010 | Leased Equipment | ||||||
Texas Secretary of State | Harden Healthcare Services, LLC | Oce Financial Services, Inc. | UCC-1 | 10-0027697840 | 9/24/2010 | Leased Equipment | ||||||
Alabama Secretary of State | HomeCare Plus, Inc. | State of Alabama Department of Revenue
Lien Number 1462139392 |
State Tax Lien | T13-0182594 | 4/16/2013 | State Tax Lien in the amount of $17,495.45 | ||||||
Alabama Secretary of State
(Jefferson County, Reorders Office) |
HomeCare Plus, Inc. | State of Alabama Department of Revenue | State Tax Lien | Book 201313, Page 7809 | 4/23/2013 | State Tax Lien in the amount of $17,495.45 |
Page 10 of 12
Kansas Secretary of State | Hospice Care of Kansas, L.L.C.
And
Voyager Hospicecare Inc. |
Mark Rowe - Creditor | Civil New Filing
Sedgwick County District Court |
07CV1950 | 5/30/2007 | Lien and Judgment Records | ||||||
Texas Secretary of State | Lighthouse Hospice Partners, LLC | Oce Financial Services, Inc. | UCC-1 | 09-0022118598 | 8/14/2009 | Leased Equipment | ||||||
Texas Secretary of State | Lighthouse Hospice Partners, LLC | Oce Financial Services, Inc. | UCC-1 | 09-0023273703 | 8/14/2009 | Leased Equipment | ||||||
Missouri Secretary of State | Missouri Home Care of Rolla, Inc.
Missouri Home Care |
St. Anthonys Medical Center | Civil New Filing | 26V03030370V | 3/21/2003 | Lien & Judgment filed with Phelps Associate Circuit Court, Missouri | ||||||
West Virginia Secretary of State | Nursing Care - Home Health Agency, Inc. | State of West Virginia | State Tax Lien | BK568 PG327 | 6/16/2009 | Tax Lien for the unpaid balance of $2,929 | ||||||
West Virginia Secretary of State | Nursing Care - Home Health Agency, Inc. | State of West Virginia | State Tax Lien | BK528 PG258 | 1/8/2006 | Tax Lien for the unpaid balance of $4,423 |
Page 11 of 12
JURISDICTION |
DEBTOR NAME |
SECURED PARTY |
FILING FOUND |
FILE # |
DATE FILED |
COLLATERAL | ||||||
Delaware Secretary of State | Gentiva Health Services, Inc. | National City Vendor Finance LLC | UCC-1 | 2008 3478581 | 10/15/2008 | Specific Equipment | ||||||
Delaware Secretary of State | Gentiva Health Services, Inc. | Ricoh Americas Corporation | UCC-1 | 2010 1492010 | 4/29/2010 | Leased Equipment | ||||||
Delaware Secretary of State | Gentiva Health Services, Inc. | Forstyhe/McArthur Associates, Inc. | UCC-1 | 2011 0294853 | 1/26/2011 | Leased Equipment | ||||||
Delaware Secretary of State | Healthfield Operating Group, Inc.
Name Searched:
Healthfield Operating Group, LLC |
Key Equipment Finance Inc. | UCC-1 | 5232231 2 | 7/27/2005 | Leased Equipment | ||||||
Delaware Secretary of State | Healthfield Operating Group, Inc.
Name Searched:
Healthfield Operating Group, LLC |
Key Equipment Finance Inc. | UCC Continuation | 2010 1326424 | 4/16/2010 | Continuation of the original file number 5232231 2 filed 7/27/2005 | ||||||
New York Department of State | New York Healthcare Services, Inc. | De Lange Landen Financial Services, Inc. | UCC-1 | 201007130379942 | 7/13/2010 | Leased Equipment |
Page 12 of 12
SCHEDULE 5.08(c)
OWNED REAL PROPERTY
(Material Owned Real Property)
None.
5.08(c)
SCHEDULE 5.08(d)
EXISTING INVESTMENTS
(a) Equity Interests of Companies and Subsidiaries
Entity |
Record Owner | Certificate No. | No. Shares/Interest | |||||
Odyssey HealthCare of South Texas, LLC |
Odyssey HealthCare Operating B, LP | N/A | 120 (60 | %) | ||||
Odyssey HealthCare of Kansas City, LLC |
Odyssey HealthCare Operating B, LP | N/A | 160 (80 | %) | ||||
Wake Forest Baptists Health Care at Home, LLC |
Total Care Home Health of North Carolina, LLC |
N/A | 60 (60 | %) |
(b) Other Equity Interests
Equity interest in CareCentrix, Inc. valued at approximately $916,000.1
(c) Promissory Notes
Entity |
Principal Amount |
Date of Issuance |
Interest Rate | Maturity Date | ||||||||
CareCentrix, Inc. issued note to Gentiva Health Services Holding Corp. |
$ | 25,000,000 | 09/2011 | 10.0 | % | 3/19/2017 | ||||||
CareCentrix, Inc. note receivable2 |
$ | 3,400,000 | 08/2012 | 18.0 | % | 3/19/2017 | ||||||
Health Care Management, LLC issued note to First Home Health, Inc. |
$ | 410,003.80 | 04/2011 | 7.5 | % | 10/28/2013 |
1 | The Borrower established an investment in CareCentrix, Inc. for shares that it may receive as part of any settlement. Amount may be reduced or eliminated by indemnification claims. |
2 | Represents escrow amount that may be reduced or eliminated by indemnification claims. |
5.08(d)
Entity |
Principal Amount |
Date of Issuance |
Interest Rate | Maturity Date | ||||||||
Health Care Management, LLC issued note to First Home Health, Inc. |
$ | 299,013.25 | 12/2012 | 3.92 | % | 12/31/2013 |
5.08(e) - 2 -
SCHEDULE 5.12(d)
PENSION PLANS
None.
5.12(d)
SCHEDULE 5.13
SUBSIDIARIES AND OTHER EQUITY INVESTMENTS; LOAN PARTIES
Part A - Equity Interests in Subsidiaries.
Current Legal Entities Owned |
Record Owner |
Certificate No. |
No. Shares/Interest | |||||
Gentiva Certified Healthcare Corp. |
Gentiva Health Services Holding Corp. | 2 | 100 | |||||
Gentiva Health Services (Certified), Inc. |
Gentiva Health Services Holding Corp. | 7 | 1,000 | |||||
Gentiva Health Services Holding Corp. |
Gentiva Health Services, Inc. | 3 | 100 | |||||
Gentiva Health Services (USA) LLC |
Gentiva Health Services Holding Corp. | N/A | N/A | |||||
Gentiva Services of New York, Inc. |
Gentiva Health Services Holding Corp. | 1 | 1,000 | |||||
New York Healthcare Services, Inc. |
Gentiva Health Services Holding Corp. | 3 | 100 | |||||
OHS Service Corp. |
Gentiva Health Services Holding Corp. | 2 | 100 | |||||
QC-Medi New York, Inc. |
Gentiva Health Services Holding Corp. | 3 | 100 | |||||
Quality Care - USA, Inc. |
Gentiva Health Services Holding Corp. | 3 | 10 | |||||
Healthfield Operating Group, LLC |
Gentiva Health Services Holding Corp. | N/A | N/A | |||||
Healthfield, LLC |
Healthfield Operating Group, LLC | N/A | N/A | |||||
Chattahoochee Valley Home Care Services, LLC |
Healthfield, LLC | N/A | N/A | |||||
Chattahoochee Valley Home Health, LLC |
Chattahoochee Valley Home Care Services, LLC | N/A | N/A | |||||
CHMG Acquisition LLC |
Healthfield, LLC | N/A | N/A | |||||
Capital Health Management Group, LLC |
CHMG Acquisition LLC | N/A | N/A | |||||
Access Home Health of Florida, LLC |
Capital Health Management Group, LLC | N/A | N/A |
5.13
Current Legal Entities Owned |
Record Owner |
Certificate No. |
No. Shares/Interest | |||||
Capital Care Resources, LLC |
Capital Health Management Group, LLC | N/A | N/A | |||||
Capital Care Resources of South Carolina, LLC |
Capital Health Management Group, LLC | N/A | N/A | |||||
CHMG of Atlanta, LLC |
Capital Health Management Group, LLC | N/A | N/A | |||||
CHMG of Griffin, LLC |
Capital Health Management Group, LLC | N/A | N/A | |||||
Eastern Carolina Home Health Agency, LLC |
Capital Health Management Group, LLC | N/A | N/A | |||||
Home Health Care of Carteret County, LLC |
Capital Health Management Group, LLC | N/A | N/A | |||||
Tar Heel Health Care Services, LLC |
Capital Health Management Group, LLC | N/A | N/A | |||||
Healthfield Home Health, LLC |
Healthfield, LLC | N/A | N/A | |||||
Healthfield Hospice Services, LLC |
Healthfield, LLC | N/A | N/A | |||||
Healthfield of Southwest Georgia, LLC |
Healthfield, LLC | N/A | N/A | |||||
Healthfield of Statesboro, LLC |
Healthfield, LLC | N/A | N/A | |||||
Healthfield of Tennessee, LLC |
Healthfield, LLC | N/A | N/A | |||||
Mid-South Home Health, LLC |
Healthfield, LLC | N/A | N/A | |||||
Mid-South Home Health of Gadsden, LLC |
Healthfield, LLC | N/A | N/A | |||||
Total Care Home Health of Louisburg, LLC |
Healthfield, LLC | N/A | N/A | |||||
Total Care Home Health of North Carolina, LLC |
Healthfield, LLC | N/A | N/A | |||||
Total Care Home Health of South Carolina, LLC |
Healthfield, LLC | N/A | N/A | |||||
Wiregrass Hospice Care, LLC |
Healthfield, LLC | N/A | N/A | |||||
Gentiva Rehab Without Walls, LLC |
Gentiva Health Services (USA) LLC | N/A | N/A |
5.13 - 2 -
Current Legal Entities Owned |
Record Owner |
Certificate No. |
No. Shares/Interest | |||||
Horizon Health Network LLC |
Wiregrass Hospice Care, LLC | N/A | N/A | |||||
Mid-South Home Health Agency, LLC |
Horizon Health Network LLC | 2 | N/A | |||||
Mid-South Home Care Services, LLC |
Horizon Health Network LLC | 2 | N/A | |||||
Wiregrass Hospice LLC |
Horizon Health Network LLC | 1 | 100 | % | ||||
Wiregrass Hospice of South Carolina, LLC |
Horizon Health Network LLC | N/A | N/A | |||||
PHHC Acquisition Corp. |
Gentiva Certified Healthcare Corp. | 1 | 100 | |||||
Home Health Care Affiliates of Mississippi, Inc. |
Gentiva Certified Healthcare Corp. | 4 5 6 |
|
333 333 333 |
| |||
Home Health Care Affiliates, Inc. |
Gentiva Certified Healthcare Corp. | 5 6 7 |
|
333 333 333 |
| |||
Gilberts Home Health Agency, Inc. |
Home Health Care Affiliates, Inc. | 2 | 100,000 | |||||
Home Health Care Affiliates of Central Mississippi, L.L.C. |
Gentiva Certified Healthcare Corp. | N/A | N/A | |||||
Gilberts Hospice Care of Mississippi, LLC |
Gentiva Certified Healthcare Corp. | N/A | N/A | |||||
Van Winkle Home Health Care, Inc. |
Home Health Care Affiliates, Inc. | 1 | 100,000 | |||||
Gilberts Hospice Care, LLC |
Gentiva Certified Healthcare Corp. | N/A | N/A | |||||
Odyssey HealthCare, Inc. |
Gentiva Health Services, Inc. | 1-A | 1,000 | |||||
Odyssey HealthCare Holding Company |
Odyssey Healthcare, Inc. | 001 | 1,000 | |||||
Odyssey HealthCare GP, LLC |
Odyssey HealthCare Holding Company | N/A | N/A | |||||
Odyssey HealthCare LP, LLC |
Odyssey HealthCare Holding Company | N/A | N/A | |||||
Odyssey HealthCare Operating A, LP |
Odyssey HealthCare GP, LLC (1%) Odyssey HealthCare LP, LLC (99%) | N/A | N/A | |||||
Odyssey HealthCare Management, LP |
Odyssey HealthCare GP, LLC (1%) Odyssey HealthCare LP, LLC (99%) | N/A | N/A |
5.13 - 3 -
Current Legal Entities Owned |
Record Owner |
Certificate No. |
No. Shares/Interest | |||||
Odyssey HealthCare Operating B, LP |
Odyssey HealthCare GP, LLC (1%) Odyssey HealthCare LP, LLC (99%) | N/A | N/A | |||||
Odyssey HealthCare Fort Worth, LLC |
Odyssey HealthCare Operating B, LP | N/A | N/A | |||||
Odyssey HealthCare Detroit, LLC |
Odyssey HealthCare Operating B, LP | N/A | N/A | |||||
Odyssey HealthCare Austin, LLC |
Odyssey HealthCare Operating B, LP | N/A | N/A | |||||
Odyssey HealthCare of Augusta, LLC |
Odyssey HealthCare Operating B, LP | N/A | N/A | |||||
Odyssey Healthcare of St. Louis, LLC |
Odyssey HealthCare Operating B, LP | N/A | N/A | |||||
VistaCare of Boston, LLC |
Odyssey HealthCare Operating B, LP | N/A | N/A | |||||
Odyssey HealthCare of Flint, LLC |
Odyssey HealthCare Operating B, LP | N/A | N/A | |||||
Odyssey HealthCare of Savannah, LLC |
Odyssey HealthCare Operating B, LP | N/A | N/A | |||||
Odyssey HealthCare of Marion County, Inc. |
Odyssey HealthCare Operating B, LP | 1 | 1,000 | |||||
VistaCare, LLC |
Odyssey Healthcare Holding Company | N/A | N/A | |||||
Vista Hospice Care, LLC |
VistaCare, LLC | 2 | 100 | |||||
FHI Health Systems, Inc. |
VistaCare, LLC. | 2 | 100 | |||||
VistaCare USA, LLC |
Vista Hospice Care, LLC | N/A | N/A | |||||
FHI GP, Inc. |
FHI Health Systems, Inc. | 2 | 1,000 | |||||
FHI LP, Inc. |
FHI Health Systems, Inc. | 2 | 1,000 | |||||
Family Hospice, Ltd. |
FHI GP, Inc. (1%) FHI LP, Inc. (99%) | N/A | N/A |
5.13 - 4 -
Current Legal Entities Owned |
Record Owner |
Certificate No. |
No. Shares/Interest | |||||
FHI Management, Ltd. |
FHI GP, Inc. (1%) FHI LP, Inc. (99%) | N/A | N/A | |||||
Javelin Healthcare Holdings, LLC |
Gentiva Health Services, Inc.3 | N/A | N/A | |||||
Javelin Merger Sub, Inc. |
Gentiva Health Services, Inc. | N/A | N/A | |||||
Odyssey HealthCare of South Texas, LLC (JV 60% Ownership) |
Odyssey HealthCare Operating A, LP | N/A | N/A | |||||
Odyssey HealthCare of Kansas City, LLC (JV 80% Ownership) |
Odyssey HealthCare Operating B, LP | N/A | N/A | |||||
Hospice of the Emerald Coast, Inc. (not-for profit) |
Wiregrass Hospice, LLC | N/A | N/A | |||||
Gentiva Insurance Corporation (captive insurance company) |
Gentiva Health Services Holding Corp. | 1 | 100,000 | |||||
RWW Michigan, Inc. (MI not-for-profit) |
Gentiva Health Services (USA) LLC | N/A | N/A | |||||
Wake Forest Baptist Health Care at Home, LLC (JV 60% Ownership) |
Total Care Home Health of North Carolina, LLC | N/A | 60 | |||||
Current Legal Entities Owned |
Record Owner |
Certificate No. |
No. Shares/Interest | |||||
ABC Hospice, LLC |
Lighthouse Hospice Metroplex, LLC | N/A | N/A | |||||
Alpine Home Health Care, LLC |
Voyager Home Health, Inc. | N/A | N/A | |||||
Alpine Home Health II, Inc. |
Voyager Home Health, Inc. | 3 | 10,000 | |||||
Alpine Home Health, Inc. |
Voyager Home Health, Inc. | 3 | 1,000 | |||||
Alpine Resource Group, Inc. |
Voyager Home Health, Inc. | 3 | 10,000 | |||||
American Homecare Management Corp. |
Missouri Home Care of Rolla, Inc. | 12 | 100 | |||||
American Hospice, Inc. |
Voyager HospiceCare, Inc. | 4 | 2,000 |
3 | To be transferred to Gentiva Health Services Holding Corp. on the Closing Date. |
5.13 - 5 -
Current Legal Entities Owned |
Record Owner |
Certificate No. |
No. Shares/Interest | |||||
Asian American Home Care, Inc. |
Harden Home Health, LLC | 3 | 3,000 | |||||
Bethany Hospice, LLC |
Harden Hospice, LLC | N/A | N/A | |||||
California Hospice, LLC |
Harden Hospice, LLC | N/A | N/A | |||||
Chaparral Hospice, Inc. |
American Hospice, Inc. | 4 | 1,000 | |||||
Colorado Hospice, L.L.C. |
Voyager HospiceCare, Inc. | N/A | N/A | |||||
Faith Home Health and Hospice, LLC |
Harden Home Health, LLC | N/A | N/A | |||||
Faith in Home Services, L.L.C. |
Harden Home Health, LLC | N/A | N/A | |||||
First Home Health, Inc. |
Harden Home Health, LLC | 8 | 1,000 | |||||
Georgia Hospice, LLC |
Harden Hospice, LLC | N/A | N/A | |||||
Girling Health Care Services of Knoxville, Inc. |
Harden Home Health, LLC | 4 | 10,000 | |||||
Girling Health Care, Inc. |
Harden Home Health, LLC | 111 | 10,000 | |||||
Harden Clinical Services, LLC |
Harden HC Texas Holdco, LLC | N/A | N/A | |||||
Harden HC Texas Holdco, LLC |
Harden Healthcare, LLC | N/A | N/A | |||||
Harden Healthcare Holdings, Inc. |
Gentiva Health Services, Inc. | N/A | N/A | |||||
Harden Healthcare Services, LLC |
Harden HC Texas Holdco, LLC | N/A | N/A | |||||
Harden Healthcare, LLC |
Harden Healthcare Holdings, Inc. | N/A | N/A | |||||
Harden Home Health, LLC |
Harden Healthcare, LLC | N/A | N/A | |||||
Harden Home Option, LLC |
Harden HC Texas Holdco, LLC | N/A | N/A | |||||
Harden Hospice, LLC |
Harden HC Texas Holdco, LLC | N/A | N/A | |||||
Hawkeye Health Services, Inc. |
Harden Home Health, LLC | 6 | 1,000 | |||||
HomeCare Plus, Inc. |
Voyager Home Health, Inc. | 2 | 100 | |||||
Horizon Health Care Services, Inc. |
Harden Home Health, LLC | 9 | 680 | |||||
Hospice Care of Kansas and Missouri, L.L.C. |
Hospice Care of Kansas, L.L.C. | N/A | N/A | |||||
Hospice Care of Kansas, L.L.C. |
Voyager HospiceCare, Inc. | N/A | N/A |
5.13 - 6 -
Current Legal Entities Owned |
Record Owner |
Certificate No. |
No. Shares/ Interest |
|||||
Hospice Care of the Midwest, L.L.C. |
Hospice Care of Kansas and Missouri, L.L.C. | N/A | N/A | |||||
Iowa Hospice, L.L.C. |
Voyager HospiceCare, Inc. | N/A | N/A | |||||
Isidoras Health Care Inc. |
Voyager Home Health, Inc. | 2 | 1,000 | |||||
Lakes Hospice, L.L.C. |
Iowa Hospice, L.L.C. | N/A | N/A | |||||
Lighthouse Hospice Management, LLC |
Harden Hospice, LLC | N/A | N/A | |||||
Lighthouse Hospice Coastal Bend, LLC |
Harden Hospice, LLC | N/A | N/A | |||||
Lighthouse Hospice Metroplex, LLC |
Harden Hospice, LLC | N/A | N/A | |||||
Lighthouse Hospice San Antonio, LLC |
Harden Hospice, LLC | N/A | N/A | |||||
Lighthouse Hospice Partners, LLC |
Harden HC Texas Holdco, LLC | N/A | N/A | |||||
Missouri Home Care of Rolla, Inc. |
Harden Home Health, LLC | 60 | 1,000 | |||||
Nursing Care Home Health Agency, Inc. |
First Home Health, Inc. | 2007-2 | 1,000 | |||||
Omega Hospice, LLC |
Harden Hospice, LLC | N/A | N/A | |||||
Saturday Partners, LLC |
Voyager Home Health, Inc. | N/A | N/A | |||||
The American Heartland Hospice Corp. |
Voyager HospiceCare, Inc. | 8 | 3,500 | |||||
The Home Option, LLC |
Harden Home Option, LLC | N/A | N/A | |||||
The Home Team of Kansas, LLC |
Harden Home Health, LLC | N/A | N/A | |||||
Voyager Acquisition, L.P. |
GP - 1% GP- American Hospice, Inc. LP - 99% LP- Voyager HospiceCare, Inc. | N/A | N/A | |||||
Voyager Home Health, Inc. |
Voyager HospiceCare, Inc. | 01 | 100 | |||||
Voyager HospiceCare, Inc. |
Harden Home Health, LLC | 18 | 419,719.04 | |||||
We Care Home Health Services, Inc. |
Voyager Home Health, Inc. | 3 | 67 |
5.13 - 7 -
Part (b) Equity Interests in other parties.
Equity interest in CareCentrix, Inc. valued at approximately $916,000.4
Part (d) Loan Parties
Legal Name |
Chief Executive Office |
Federal Taxpayer Number |
State of Formation | |||
Gentiva Health Services, Inc. |
3350 Riverwood Parkway, Suite 1400, Atlanta, GA 30339 | 36-4335801 | Delaware | |||
Gentiva Certified Healthcare Corp. |
3350 Riverwood Parkway, Suite 1400, Atlanta, GA 30339 | 11-2645333 | Delaware | |||
Gentiva Health Services (Certified), Inc. |
3350 Riverwood Parkway, Suite 1400, Atlanta, GA 30339 | 11-3454105 | Delaware | |||
Gentiva Health Services Holding Corp. |
3350 Riverwood Parkway, Suite 1400, Atlanta, GA 30339 | 11-3454104 | Delaware | |||
Gentiva Health Services (USA) LLC |
3350 Riverwood Parkway, Suite 1400, Atlanta, GA 30339 | 11-3414024 | Delaware | |||
Gentiva Rehab Without Walls, LLC |
3350 Riverwood Parkway, Suite 1400, Atlanta, GA 30339 | 06-1725406 | Delaware | |||
Gentiva Services of New York, Inc. |
3350 Riverwood Parkway, Suite 1400, Atlanta, GA 30339 | 11-2802024 | New York | |||
New York Healthcare Services, Inc. |
3350 Riverwood Parkway, Suite 1400, Atlanta, GA 30339 | 22-2695367 | New York | |||
OHS Service Corp. |
3350 Riverwood Parkway, Suite 1400, Atlanta, GA 30339 | 22-3690699 | Texas | |||
QC-Medi New York, Inc. |
3350 Riverwood Parkway, Suite 1400, Atlanta, GA 30339 | 11-2750425 | New York | |||
Quality Care - USA, Inc. |
3350 Riverwood Parkway, Suite 1400, Atlanta, GA 30339 | 11-2256479 | New York | |||
Healthfield Operating Group, LLC |
3350 Riverwood Parkway, Suite 1400, Atlanta, GA 30339 | 36-4425473 | Delaware | |||
Healthfield, LLC |
3350 Riverwood Parkway, Suite 1400, Atlanta, GA 30339 | 58-1819650 | Delaware | |||
Chattahoochee Valley Home Care Services, LLC |
3350 Riverwood Parkway, Suite 1400, Atlanta, GA 30339 | 03-0387821 | Georgia | |||
Chattahoochee Valley Home Health, LLC |
3350 Riverwood Parkway, Suite 1400, Atlanta, GA 30339 | 34-1994007 | Georgia | |||
CHMG Acquisition LLC |
3350 Riverwood Parkway, Suite 1400, Atlanta, GA 30339 | 04-3813487 | Georgia | |||
Capital Health Management Group, LLC |
3350 Riverwood Parkway, Suite 1400, Atlanta, GA 30339 | 58-2313705 | Georgia | |||
Access Home Health of Florida, LLC |
3350 Riverwood Parkway, Suite 1400, Atlanta, GA 30339 | 06-1451363 | Delaware |
4 | The Borrower established an investment in CareCentrix, Inc. for shares that it may receive as part of any settlement. Amount may be reduced or eliminated by indemnification claims. |
5.13 - 8 -
Capital Care Resources, LLC |
3350 Riverwood Parkway, Suite 1400, Atlanta, GA 30339 | 58-2411159 | Georgia | |||
Capital Care Resources of South Carolina, LLC |
3350 Riverwood Parkway, Suite 1400, Atlanta, GA 30339 | 56-2102603 | Georgia | |||
CHMG of Atlanta, LLC |
3350 Riverwood Parkway, Suite 1400, Atlanta, GA 30339 | 54-2089073 | Georgia | |||
CHMG of Griffin, LLC |
3350 Riverwood Parkway, Suite 1400, Atlanta, GA 30339 | 54-2089075 | Georgia | |||
Eastern Carolina Home Health Agency, LLC |
3350 Riverwood Parkway, Suite 1400, Atlanta, GA 30339 | 56-1590744 | North Carolina | |||
Home Health Care of Carteret County, LLC |
3350 Riverwood Parkway, Suite 1400, Atlanta, GA 30339 | 56-1556547 | North Carolina | |||
Tar Heel Health Care Services, LLC |
3350 Riverwood Parkway, Suite 1400, Atlanta, GA 30339 | 56-1456991 | North Carolina | |||
Healthfield Home Health, LLC |
3350 Riverwood Parkway, Suite 1400, Atlanta, GA 30339 | 58-1947694 | Georgia | |||
Healthfield Hospice Services, LLC |
3350 Riverwood Parkway, Suite 1400, Atlanta, GA 30339 | 58-2284736 | Georgia | |||
Healthfield of Southwest Georgia, LLC |
3350 Riverwood Parkway, Suite 1400, Atlanta, GA 30339 | 27-0131980 | Georgia | |||
Healthfield of Statesboro, LLC |
3350 Riverwood Parkway, Suite 1400, Atlanta, GA 30339 | 68-0593590 | Georgia | |||
Healthfield of Tennessee, LLC |
3350 Riverwood Parkway, Suite 1400, Atlanta, GA 30339 | 01-0831798 | Georgia | |||
Mid-South Home Health, LLC |
3350 Riverwood Parkway, Suite 1400, Atlanta, GA 30339 | 63-0772385 | Delaware | |||
Mid-South Home Health of Gadsden, LLC |
3350 Riverwood Parkway, Suite 1400, Atlanta, GA 30339 | 14-1909499 | Georgia | |||
Total Care Home Health of Louisburg, LLC |
3350 Riverwood Parkway, Suite 1400, Atlanta, GA 30339 | 68-0593592 | Georgia | |||
Total Care Home Health of North Carolina, LLC |
3350 Riverwood Parkway, Suite 1400, Atlanta, GA 30339 | 20-0091435 | Georgia | |||
Total Care Home Health of South Carolina, LLC |
3350 Riverwood Parkway, Suite 1400, Atlanta, GA 30339 | 20-0091422 | Georgia | |||
Wiregrass Hospice Care, LLC |
3350 Riverwood Parkway, Suite 1400, Atlanta, GA 30339 | 20-0296636 | Georgia | |||
Horizon Health Network LLC |
3350 Riverwood Parkway, Suite 1400, Atlanta, GA 30339 | 33-1017853 | Alabama | |||
Mid-South Home Health Agency, LLC |
3350 Riverwood Parkway, Suite 1400, Atlanta, GA 30339 | 82-0559199 | Alabama | |||
Mid-South Home Care Services, LLC |
3350 Riverwood Parkway, Suite 1400, Atlanta, GA 30339 | 82-0559231 | Alabama | |||
Wiregrass Hospice LLC |
3350 Riverwood Parkway, Suite 1400, Atlanta, GA 30339 | 82-0559182 | Alabama | |||
Wiregrass Hospice of South Carolina, LLC |
3350 Riverwood Parkway, Suite 1400, Atlanta, GA 30339 | 34-2053721 | Georgia | |||
PHHC Acquisition Corp. |
3350 Riverwood Parkway, Suite 1400, Atlanta, GA 30339 | 38-3784032 | Delaware | |||
Home Health Care Affiliates of Mississippi, Inc. |
3350 Riverwood Parkway, Suite 1400, Atlanta, GA 30339 | 62-1775256 | Mississippi | |||
Gilberts Home Health Agency, Inc. |
3350 Riverwood Parkway, Suite 1400, Atlanta, GA 30339 | 64-0730826 | Mississippi |
5.13 - 9 -
Home Health Care Affiliates of Central Mississippi, L.L.C. |
3350 Riverwood Parkway, Suite 1400, Atlanta, GA 30339 | 62-1807084 | Mississippi | |||
Gilberts Hospice Care of Mississippi, LLC |
3350 Riverwood Parkway, Suite 1400, Atlanta, GA 30339 | 20-1296854 | Mississippi | |||
Van Winkle Home Health Care, Inc. |
3350 Riverwood Parkway, Suite 1400, Atlanta, GA 30339 | 62-1669388 | Mississippi | |||
Gilberts Hospice Care, LLC |
3350 Riverwood Parkway, Suite 1400, Atlanta, GA 30339 | 20-0566932 | Mississippi | |||
Home Health Care Affiliates, Inc. |
3350 Riverwood Parkway, Suite 1400, Atlanta, GA 30339 | 74-2737989 | Mississippi | |||
Odyssey HealthCare, Inc. |
3350 Riverwood Parkway, Suite 1400, Atlanta, GA 30339 | 43-1723043 | Delaware | |||
Odyssey HealthCare Holding Company |
3350 Riverwood Parkway, Suite 1400, Atlanta, GA 30339 | 75-2925311 | Delaware | |||
Odyssey HealthCare GP, LLC |
3350 Riverwood Parkway, Suite 1400, Atlanta, GA 30339 | 75-2932676 | Delaware | |||
Odyssey HealthCare LP, LLC |
3350 Riverwood Parkway, Suite 1400, Atlanta, GA 30339 | 74-2998154 | Delaware | |||
Odyssey HealthCare Operating A, LP |
3350 Riverwood Parkway, Suite 1400, Atlanta, GA 30339 | 75-2752908 | Delaware | |||
Odyssey HealthCare Management, LP |
3350 Riverwood Parkway, Suite 1400, Atlanta, GA 30339 | 75-2923658 | Delaware | |||
Odyssey HealthCare Operating B, LP |
3350 Riverwood Parkway, Suite 1400, Atlanta, GA 30339 | 75-2937832 | Delaware | |||
Odyssey HealthCare Fort Worth, LLC |
3350 Riverwood Parkway, Suite 1400, Atlanta, GA 30339 | Disregarded | Delaware | |||
Odyssey HealthCare Detroit, LLC |
3350 Riverwood Parkway, Suite 1400, Atlanta, GA 30339 | Disregarded | Delaware | |||
Odyssey HealthCare Austin, LLC |
3350 Riverwood Parkway, Suite 1400, Atlanta, GA 30339 | Disregarded | Delaware | |||
Odyssey HealthCare of Augusta, LLC |
3350 Riverwood Parkway, Suite 1400, Atlanta, GA 30339 | 26-0711782 | Delaware | |||
Odyssey HealthCare of St. Louis, LLC |
3350 Riverwood Parkway, Suite 1400, Atlanta, GA 30339 | 26-1174571 | Delaware | |||
VistaCare of Boston, LLC |
3350 Riverwood Parkway, Suite 1400, Atlanta, GA 30339 | 26-1544595 | Delaware | |||
Odyssey HealthCare of Flint, LLC |
3350 Riverwood Parkway, Suite 1400, Atlanta, GA 30339 | 26-3920362 | Delaware | |||
Odyssey HealthCare of Savannah, LLC |
3350 Riverwood Parkway, Suite 1400, Atlanta, GA 30339 | 26-0712052 | Delaware | |||
Odyssey HealthCare of Marion County, LLC |
3350 Riverwood Parkway, Suite 1400, Atlanta, GA 30339 | 75-3238731 | Delaware | |||
VistaCare, LLC |
3350 Riverwood Parkway, Suite 1400, Atlanta, GA 30339 | 06-1521534 | Delaware |
5.13 - 10 -
Vista Hospice Care, LLC |
3350 Riverwood Parkway, Suite 1400, Atlanta, GA 30339 | 86-0808230 | Delaware | |||
FHI Health Systems, Inc. |
3350 Riverwood Parkway, Suite 1400, Atlanta, GA 30339 | 75-2588219 | Delaware | |||
VistaCare USA, LLC |
3350 Riverwood Parkway, Suite 1400, Atlanta, GA 30339 | 86-0914505 | Delaware | |||
FHI GP, Inc. |
3350 Riverwood Parkway, Suite 1400, Atlanta, GA 30339 | 75-2588220 | Texas | |||
FHI LP, Inc. |
3350 Riverwood Parkway, Suite 1400, Atlanta, GA 30339 | 88-0335145 | Nevada | |||
Family Hospice, Ltd. |
3350 Riverwood Parkway, Suite 1400, Atlanta, GA 30339 | 75-2588221 | Texas | |||
FHI Management, Ltd. |
3350 Riverwood Parkway, Suite 1400, Atlanta, GA 30339 | 75-2588222 | Texas | |||
Javelin Healthcare Holdings, LLC |
3350 Riverwood Parkway, Suite 1400, Atlanta, GA 30339 | Applied for | Delaware | |||
Javelin Merger Sub, Inc. |
3350 Riverwood Parkway, Suite 1400, Atlanta, GA 30339 | Applied for | Delaware |
Legal Name |
Chief Executive Office |
Federal Taxpayer Identification Number |
State of Formation | |||
ABC Hospice, LLC |
1703 West Fifth Street, Suite 800, Austin, Texas 78703 | 20-8716006 | Texas | |||
Alpine Home Health Care, LLC |
1703 West Fifth Street, Suite 800, Austin, Texas 78703 | 36-4473376 | Colorado | |||
Alpine Home Health II, Inc. |
1703 West Fifth Street, Suite 800, Austin, Texas 78703 | 20-1987917 | Colorado | |||
Alpine Home Health, Inc. |
1703 West Fifth Street, Suite 800, Austin, Texas 78703 | 64-0921774 | Mississippi | |||
Alpine Resource Group, Inc. |
1703 West Fifth Street, Suite 800, Austin, Texas 78703 | 20-1987950 | Colorado | |||
American Homecare Management Corp. |
1703 West Fifth Street, Suite 800, Austin, Texas 78703 | 11-3306095 | Delaware | |||
American Hospice, Inc. |
1703 West Fifth Street, Suite 800, Austin, Texas 78703 | 75-2486047 | Texas | |||
Asian American Home Care, Inc. |
1703 West Fifth Street, Suite 800, Austin, Texas 78703 | 94-3247811 | California | |||
Bethany Hospice, LLC |
1703 West Fifth Street, Suite 800, Austin, Texas 78703 | 20-2999369 | Delaware | |||
California Hospice, LLC |
1703 West Fifth Street, Suite 800, Austin, Texas 78703 | 30-0711730 | Texas | |||
Chaparral Hospice, Inc. |
1703 West Fifth Street, Suite 800, Austin, Texas 78703 | 35-2224605 | Texas | |||
Colorado Hospice, L.L.C. |
1703 West Fifth Street, Suite 800, Austin, Texas 78703 | 27-2141126 | Colorado | |||
Faith Home Health and Hospice, LLC |
1703 West Fifth Street, Suite 800, Austin, Texas 78703 | 47-0884412 | Kansas | |||
Faith in Home Services, L.L.C. |
1703 West Fifth Street, Suite 800, Austin, Texas 78703 | 20-1931763 | Kansas |
5.13 - 11 -
First Home Health, Inc. |
1703 West Fifth Street, Suite 800, Austin, Texas 78703 | 55-0750157 | West Virginia | |||
Georgia Hospice, LLC |
1703 West Fifth Street, Suite 800, Austin, Texas 78703 | 27-4251135 | Texas | |||
Girling Health Care Services of Knoxville, Inc. |
1703 West Fifth Street, Suite 800, Austin, Texas 78703 | 62-1406895 | Tennessee | |||
Girling Health Care, Inc. |
1703 West Fifth Street, Suite 800, Austin, Texas 78703 | 74-2115034 | Texas | |||
Harden Clinical Services, LLC |
1703 West Fifth Street, Suite 800, Austin, Texas 78703 | 27-1519643 | Texas | |||
Harden HC Texas Holdco, LLC |
1703 West Fifth Street, Suite 800, Austin, Texas 78703 | 26-1487182 | Texas | |||
Harden Healthcare Holdings, Inc. |
1703 West Fifth Street, Suite 800, Austin, Texas 78703 | 27-3096986 | Delaware | |||
Harden Healthcare, LLC |
1703 West Fifth Street, Suite 800, Austin, Texas 78703 | 74-3024009 | Texas | |||
Harden Healthcare Services, LLC |
1703 West Fifth Street, Suite 800, Austin, Texas 78703 | 26-1569071 | Texas | |||
Harden Home Health, LLC |
1703 West Fifth Street, Suite 800, Austin, Texas 78703 | 65-1299601 | Delaware | |||
Harden Home Option, LLC |
1703 West Fifth Street, Suite 800, Austin, Texas 78703 | 37-1657856 | Texas | |||
Harden Hospice, LLC |
1703 West Fifth Street, Suite 800, Austin, Texas 78703 | 43-2083818 | Texas | |||
Hawkeye Health Services, Inc. |
1703 West Fifth Street, Suite 800, Austin, Texas 78703 | 42-1285486 | Iowa | |||
HomeCare Plus, Inc. |
1703 West Fifth Street, Suite 800, Austin, Texas 78703 | 63-1214842 | Alabama | |||
Horizon Health Care Services, Inc. |
1703 West Fifth Street, Suite 800, Austin, Texas 78703 | 76-0456316 | Texas | |||
Hospice Care of Kansas and Missouri, L.L.C. |
1703 West Fifth Street, Suite 800, Austin, Texas 78703 | 48-1210207 | Missouri | |||
Hospice Care of Kansas, L.L.C. |
1703 West Fifth Street, Suite 800, Austin, Texas 78703 | 48-1210207 | Kansas | |||
Hospice Care of the Midwest, L.L.C. |
1703 West Fifth Street, Suite 800, Austin, Texas 78703 | 48-1210207 | Missouri | |||
Iowa Hospice, L.L.C. |
1703 West Fifth Street, Suite 800, Austin, Texas 78703 | 20-2589495 | Iowa | |||
Isidoras Health Care, Inc. |
1703 West Fifth Street, Suite 800, Austin, Texas 78703 | 65-1285069 | Texas | |||
Lakes Hospice, L.L.C. |
1703 West Fifth Street, Suite 800, Austin, Texas 78703 | 65-1302887 | Iowa | |||
Lighthouse Hospice - Coastal Bend, LLC |
1703 West Fifth Street, Suite 800, Austin, Texas 78703 | 22-3946976 | Texas | |||
Lighthouse Hospice - Metroplex, LLC |
1703 West Fifth Street, Suite 800, Austin, Texas 78703 | 26-3228001 | Texas | |||
Lighthouse Hospice - San Antonio, LLC |
1703 West Fifth Street, Suite 800, Austin, Texas 78703 | 87-0798501 | Texas | |||
Lighthouse Hospice Management, LLC |
1703 West Fifth Street, Suite 800, Austin, Texas 78703 | 06-1787617 | Texas |
5.13 - 12 -
Lighthouse Hospice Partners, LLC |
1703 West Fifth Street, Suite 800, Austin, Texas 78703 | 35-2190648 | Texas | |||
Missouri Home Care of Rolla, Inc. |
1703 West Fifth Street, Suite 800, Austin, Texas 78703 | 43-1317147 | Missouri | |||
Nursing Care - Home Health Agency, Inc. |
1703 West Fifth Street, Suite 800, Austin, Texas 78703 | 55-0633030 | West Virginia | |||
Omega Hospice, LLC |
1703 West Fifth Street, Suite 800, Austin, Texas 78703 | 20-8667430 | Alabama | |||
Saturday Partners, LLC |
1703 West Fifth Street, Suite 800, Austin, Texas 78703 | 20-1930463 | Colorado | |||
The American Heartland Hospice Corp. |
1703 West Fifth Street, Suite 800, Austin, Texas 78703 | 43-1697602 | Missouri | |||
The Home Option, LLC |
1703 West Fifth Street, Suite 800, Austin, Texas 78703 | 26-2527353 | Texas | |||
The Home Team of Kansas, LLC |
1703 West Fifth Street, Suite 800, Austin, Texas 78703 | 74-3052911 | Kansas | |||
Voyager Acquisition, L.P. |
1703 West Fifth Street, Suite 800, Austin, Texas 78703 | 20-1953497 | Texas | |||
Voyager Home Health, Inc. |
1703 West Fifth Street, Suite 800, Austin, Texas 78703 | 26-1501792 | Delaware | |||
Voyager HospiceCare, Inc. |
1703 West Fifth Street, Suite 800, Austin, Texas 78703 | 20-1173787 | Delaware | |||
We Care Home Health Services, Inc. |
1703 West Fifth Street, Suite 800, Austin, Texas 78703 | 33-0665550 | Texas |
5.13 - 13 -
SCHEDULE 5.16
COMPLIANCE WITH LAWS
None
5.16
SCHEDULE 5.17
INTELLECTUAL PROPERTY MATTERS
Trademark Registrations:
OWNER |
REGISTRATION |
TRADEMARK | ||
Gentiva Health Services, Inc. | 3464098 | Cross shaped dotted logo | ||
Gentiva Health Services, Inc. | 3464097 | Gentiva (stylized with cross shaped dotted logo) | ||
Gentiva Health Services, Inc. | 3430064 | Lazarus House | ||
Gentiva Health Services Holding Corp. | 3218460 | Casematch | ||
Gentiva Health Services, Inc. | 3303130 | Great Healthcare Has Come Home | ||
Gentiva Health Services, Inc. | 3233987 | Gentiva University | ||
Gentiva Health Services Holding Corp. | 2717717 | Gentiva (word mark) | ||
Gentiva Health Services, Inc. | 3099188 | Safe Strides | ||
Healthfield, LLC f/k/a/ Healthfield, Inc. | 1637226 | The Hug Center & Design (Bear in Circle logo) | ||
Healthfield, LLC f/k/a Healthfield, Inc. | 2334164 | Healthfield (word mark) | ||
Odyssey Healthcare, Inc. | 3676396 | A Life That Matters | ||
Odyssey Healthcare, Inc. | 3644869 | A Passion For Caring | ||
Odyssey Healthcare, Inc. | 3939016 | Big hearts. Better care. | ||
Odyssey Healthcare, Inc. | 3865548 | Camp Odyssey | ||
Odyssey Healthcare, Inc. | 3895159 | Camp Odyssey & Design | ||
Odyssey Healthcare, Inc. | 2977864 | Excellence Without Exception | ||
Odyssey Healthcare, Inc. | 2490463 | Improving the Quality of Life | ||
Odyssey Healthcare, Inc. | 3617002 | Odyssey CareBeyond | ||
Odyssey Healthcare, Inc. | 2071649 | Odyssey Healthcare, Inc. |
5.17
OWNER |
REGISTRATION |
TRADEMARK | ||
Odyssey Healthcare, Inc. | 2069592 | Healthcare, Inc. Odyssey & Design | ||
Odyssey Healthcare, Inc. | 3615165 | Odyssey Vistacare Hospice Foundation | ||
Odyssey Healthcare, Inc. | 3939017 | OdysseyHospice | ||
Odyssey Healthcare, Inc. | 3939014 | OdysseyHospice Big hearts. Better care. & Design | ||
Odyssey Healthcare, Inc. | 3682703 | Sky Camp | ||
Odyssey Healthcare, Inc. | 3810087 | Sky and Design (Sky Camp Logo) | ||
Odyssey Healthcare, Inc. | 2672152 | Vistacare | ||
Odyssey Healthcare, Inc. | 3700119 | VistaCare CareBeyond | ||
Odyssey Healthcare, Inc. | 3939018 | VistaCareHospice | ||
Odyssey Healthcare, Inc. | 3939015 | VistaCareHospice Big hearts. Better care. & Design | ||
Odyssey Healthcare, Inc. | 3310236 | Vistacare Excellence Wiouth Exception | ||
OHS Service Corp. | 2717765 | Lifesmart |
OWNER |
REGISTRATION |
TRADEMARK | ||
Harden Healthcare, LLC | 2878069 | Harden Healthcare | ||
Harden Healthcare, LLC | 4258765 | CONTINUOUS CARE. ENDLESS COMPASSION | ||
Harden Healthcare, LLC | 4247128 | HARDEN HEALTHCARE (with Design) | ||
Harden Healthcare, LLC | 3109937 | MBS | ||
Harden Healthcare, LLC | 2973305 | TRISUN HEALTHCARE | ||
Girling Health Care, Inc. | 3725107 | A HERITAGE OF CARING. RIGHT IN YOUR HOME | ||
Lighthouse Hospice Partners, LLC | 3983373 | LIGHTHOUSE HOSPICE | ||
Voyager HospiceCare, Inc. | 3810677 | PROMISECARE |
5.17 - 2 -
Trademark Applications:
OWNER |
APPLICATION |
TRADEMARK | ||
Gentiva Health Services, Inc. | 85867168 | Gentivalink | ||
Gentiva Health Services, Inc. | 85867306 | Gentivalink | ||
Gentiva Health Services, Inc. | 85867219 | Gentivalink |
OWNER |
APPLICATION |
TRADEMARK | ||
Girling Health Care, Inc. | 85921442 | GIRLING HOSPICE | ||
Girling Health Care, Inc. | 3725107 | A HERITAGE OF CARING RIGHT IN YOUR HOME |
Service Mark Registrations:
OWNER |
REGISTRATION |
TRADEMARK | ||
Lighthouse Hospice Partners, LLC | 3,983,373 | LIGHTHOUSE HOSPICE | ||
Voyager HospiceCare, Inc. | 3,810,677 | PROMISECARE | ||
The American Heartland Hospice Corp. | 2,710,076 | AMHEART HOSPICE | ||
The American Heartland Hospice Corp. | 2,710,075 | AMHEART HOSPICE & Design |
State Registrations:
OWNER |
APPLICATION |
TRADEMARK | ||
Iowa Hospice L.L.C. | 351,027 | IOWA HOSPICE & Design |
5.17 - 3 -
OWNER |
APPLICATION |
TRADEMARK | ||
Iowa Hospice L.L.C. | 351,026 | ALTHOUGH THERE MAY NOT BE A CURE, THERE CAN ALWAYS BE A HEALING | ||
Iowa Hospice L.L.C. | 351,025 | LOVE IN ACTION | ||
Iowa Hospice L.L.C. | 351,024 | MIND BODY SPIRIT | ||
Iowa Hospice L.L.C. | 351,023 | LITLE FLOWER |
Copyright Registrations:
OWNER |
REGISTRATION |
COPYRIGHT | ||
Girling Health Care, Inc. | TX-5-520-109 | Girling Health Care Knee Replacement Program | ||
Girling Health Care, Inc. | TXu-1-104-743 | Balance Disorders and Fall Prevention Program | ||
Girling Health Care, Inc. | TXu-1-104-744 | Total Hip Replacement Program | ||
Girling Health Care, Inc. | TXu-1-104-745 | Diabetes Program | ||
Girling Health Care, Inc. | TXu-1-104-746 | Total Knee Replacement Program | ||
Girling Health Care, Inc. | TXu-1-187-000 | The Management of Congestive Heart Failure | ||
Girling Health Care, Inc. | TXu-1-186-999 | Respiratory Program | ||
Girling Health Care, Inc. | TXu-1-192-812 | Cardiac Post-Surgical Care Program | ||
Girling Health Care, Inc. | TXu-1-214-931 | DocScript |
5.17 - 4 -
SCHEDULE 5.20
LABOR MATTERS
Lisa Rindfleisch et al. v. Gentiva Health Services, Inc., (USDC NDGA Case No. CV 10-3288)
On May 10, 2010, a collective and class action complaint was filed against the Company in which five former employees allege wage and hour violations. The former employees worked out of either the Auburn, NY or the Pollucksville, NC office and claim they were paid pursuant to an unlawful hybrid compensation plan which paid them on a per visit and an hourly basis, therefore voiding their exempt status and entitling them to overtime pay. The plaintiffs allege continuing violations of federal and state law and seek damages under the Fair Labor Standards Act (FLSA) as well as under the New York Labor Law and the North Carolina Wage and Hour Act. Plaintiffs seek class certification of similar employees and seek attorneys fees, back wages and liquidated damages going back three years under the FLSA, six years under the New York statute and two years under the North Carolina statute. On October 8, 2010, the court granted the Companys motion to transfer this case to the federal court in Atlanta. On April 13, 2011, the court granted plaintiffs motion to conditionally certify a class of clinicians who were paid on a per visit basis. Approximately 1,100 current and former employees opted into the class. Following a motion for partial summary judgment by the Company regarding the New York state law claims, plaintiffs agreed to voluntarily dismiss those claims in a filing on December 12, 2011. Plaintiffs filed a motion for certification of a North Carolina state law class for NCWHA claims on January 20, 2012. The Company filed a motion for partial summary judgment on plaintiffs claims under NCWHA on March 22, 2012. On August 29, 2012, the court denied plaintiffs motion for certification of a North Carolina state law class. The Court dismissed all of the North Carolina claims on January 16, 2013. Discovery in the liability phase of the federal action closed on January 15, 2013. Motions were filed by the parties on summary judgment and expert issues. On July 26, 2013, the Court denied the Companys motion for summary judgment and granted the plaintiffs motion for summary judgment ruling that the Companys compensation plan violated the FLSA. On August 23, 2013, Gentiva moved to certify two legal issues of the Courts July 26 order for an interlocutory appeal as well as to stay the remainder of the litigation pending the resolution of the appeal. If the Court denies this request, the case will proceed to the damages phase of the lawsuit. The Company will also seek to decertify the class, but for now the case remains conditionally certified with a class of roughly 1,000 allegedly similar employees seeking attorneys fees, back wages and liquidated damages going back three years under the FLSA. The Company does not believe an estimate of a reasonably possible loss or range of loss can be made for this lawsuit at this time. The Company intends to defend itself vigorously in this lawsuit.
5.20
SCHEDULE 5.26(b)
HEALTH CARE PERMITS
None.
5.26(b)
SCHEDULE 5.26(c)
PROGRAM PARTICIPATION AGREEMENTS
I. | INVESTIGATIONS, AUDITS, CLAIMS REVIEW |
None.
II. | PROGRAM PARTICIPATION AGREEMENTS |
See attached.
III. | TOP 25 PAYERS |
GENTIVA HOME HEALTH | HOSPICE | Combined HH & Hospice |
||||||||||||||||||
Payer |
June YTD 2013 |
2013 Annualized |
June YTD 2013 |
2013 Annualized |
2013 Annualized |
|||||||||||||||
Medicare |
$ | 381,201,967 | $ | 762,403,934 | $ | 339,744,000 | $ | 679,488,000 | $ | 1,441,891,934 | ||||||||||
UHC |
$ | 13,440,876 | $ | 26,881,752 | $ | 1,954,274 | $ | 3,908,548 | $ | 30,790,300 | ||||||||||
Amerigroup |
$ | 29,491,643 | * | |||||||||||||||||
Superior |
$ | 29,216,962 | * | |||||||||||||||||
United |
$ | 21,701,641 | * | |||||||||||||||||
Molina |
$ | 18,873,898 | * | |||||||||||||||||
HUMANA |
$ | 6,792,888 | $ | 13,585,776 | $ | 13,585,776 | ||||||||||||||
BC/BS NC |
$ | 5,080,801 | $ | 10,161,602 | $ | 10,161,602 | ||||||||||||||
NC Medicaid |
$ | 4,978,236 | $ | 9,956,472 | $ | 9,956,472 | ||||||||||||||
CT Medicaid |
$ | 4,822,117 | $ | 9,644,234 | $ | 9,644,234 | ||||||||||||||
Care Improvement |
$ | 4,721,325 | $ | 9,442,650 | $ | 9,442,650 | ||||||||||||||
MA MCD |
$ | 4,086,468 | $ | 8,172,936 | $ | 8,172,936 | ||||||||||||||
Veterans Admin |
$ | 2,000,813 | $ | 4,001,626 | $ | 1,730,605 | $ | 3,461,210 | $ | 7,462,836 | ||||||||||
CA MDC Medi-Cal |
$ | 72,977 | $ | 145,954 | $ | 3,133,184 | $ | 6,266,368 | $ | 6,412,322 | ||||||||||
TRICARE |
$ | 2,603,320 | $ | 5,206,640 | $ | 583,292 | $ | 1,166,584 | $ | 6,373,224 | ||||||||||
OK MCD |
$ | 3,016,804 | $ | 6,033,608 | $ | 6,033,608 | ||||||||||||||
BC/BS AL |
$ | 2,392,905 | $ | 4,785,810 | $ | 550,110 | $ | 1,100,220 | $ | 5,886,030 | ||||||||||
Aetna |
$ | 1,351,890 | $ | 2,703,780 | $ | 1,290,987 | $ | 2,581,974 | $ | 5,285,754 | ||||||||||
VIVA Health |
$ | 2,474,037 | $ | 4,948,074 | $ | 4,948,074 | ||||||||||||||
TX MCD |
$ | 372 | $ | 744 | $ | 2,265,515 | $ | 4,531,030 | $ | 4,531,774 | ||||||||||
BCBS |
$ | 4,511,087 | * | |||||||||||||||||
Self Pay |
$ | 4,286,034 | * | |||||||||||||||||
BC/BS MI |
$ | 656,151 | $ | 1,312,302 | $ | 1,122,341 | $ | 2,244,682 | $ | 3,556,984 | ||||||||||
GA Medicaid |
$ | 108,614 | $ | 217,228 | $ | 1,619,029 | $ | 3,238,058 | $ | 3,455,286 | ||||||||||
BC/BS TX |
$ | 277,281 | $ | 554,562 | $ | 1,292,285 | $ | 2,584,570 | $ | 3,139,132 |
* | As of the end of Fiscal Year Ended December 31, 2012 |
See attached list of provider numbers.
5.26(c)
Gentiva Harden Community Care Locations |
Page 1 of 16 |
KANSAS
CC# 1901 | ||
The Home Team of Kansas, LLC | Tax ID: 74-3052911 | |
Harden Community Care KANSAS | ||
2099 E 151 St., Suite 400, | ||
Olathe, KS 66062-0036 Co: Johnson | ||
Phone: (913) 712-9502 | ||
Fax: (913) 393-2061 |
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF. DATE | ||||
MCR | NA | |||||||
MCD | 100423000A, | Medicaid | ||||||
100423000D, | Medicaid | |||||||
100423000B | Medicaid | |||||||
NPI | 1043360050 | NPI | ||||||
OTH | KS | A-023-013 | License |
Gentiva Harden Community Care Locations |
Page 2 of 16 |
MISSOURI
CC# 1902 | ||
American Homecare Management Corp (Delaware LBN) | Tax ID: 113306095 | |
AHCM, Inc. (Missouri LBN) | Missouri ID: 16065662 | |
dba American Homecare Management | ||
950 Francis Place Suite 104 | ||
Clayton (Saint Louis), MO 63105-2465 Co: St. Louis | ||
Phone: (314) 367-0600 | ||
Fax: (314) 726-4676 | ||
Branch of Rolla CC# 1910 |
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF. DATE | ||||
MCR | NA | |||||||
MCD | MO | 01330 | Medicaid Audit and Compliance Unit | |||||
MCD | MO | 26-3446106 | Medicaid Personal Care Number | |||||
MCD | MO | 28-3446102 | Medicaid Waiver Number | |||||
NPI | 1194840041 | Personal Care NPI | ||||||
NPI | 1558485854 | Aged and Disabled Waiver | ||||||
OTH | MO | NA | License |
CC# 1903 | ||
American Homecare Management Corp (Delaware LBN) | Tax ID: 113306095 | |
AHCM, Inc. (Missouri LBN) | Missouri ID: 16065662 | |
dba American Homecare Management | ||
3600 I70 Dr. SE Suite G, | ||
Columbia, MO 65203 Co: Boone | ||
Phone: (573) 888-0399 | ||
Fax: (573) 888-0420 | ||
Branch of Rolla CC# 1910 |
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF. DATE | ||||
MCR | NA | |||||||
MCD | MO | 01330 | Medicaid Audit and Compliance Unit | |||||
MCD | MO | 26-3446106 | Medicaid Personal Care Number | |||||
MCD | MO | 28-3446102 | Medicaid Waiver Number | |||||
NPI | 1194840041 | Personal Care NPI | ||||||
NPI | 1558485854 | Aged and Disabled Waiver | ||||||
OTH | MO | NA | License |
CC# 1904 | ||
American Homecare Management Corp (Delaware LBN) | Tax ID: 113306095 | |
AHCM, Inc. (Missouri LBN) | Missouri ID: 16065662 | |
dba American Homecare Management | ||
904 W. Washington St., | ||
East Prairie, MO 63845 Co: Mississippi | ||
Phone: (573) 649-3316 | ||
Fax: (573) 649-3272 | ||
Branch of Rolla CC# 1910 |
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF. DATE | ||||
MCR | NA | |||||||
MCD | MO | 01330 | Medicaid Audit and Compliance Unit | |||||
MCD | MO | 26-3446106 | Medicaid Personal Care Number | |||||
MCD | MO | 28-3446102 | Medicaid Waiver Number | |||||
NPI | 1194840041 | Personal Care NPI | ||||||
NPI | 1558485854 | Aged and Disabled Waiver | ||||||
OTH | MO | NA | License |
Gentiva Harden Community Care Locations |
Page 3 of 16 |
CC # 1905 | ||
American Homecare Management Corp (Delaware LBN) | Tax ID: 113306095 | |
AHCM, Inc. (Missouri LBN) | Missouri ID: 16065662 | |
dba American Homecare Management | ||
655 Clinic Road, Suite 202 | ||
Hannibal, MO 63401 Co: Ralls | ||
Phone: (573) 221-0838 | ||
Fax: (573) 221-6033 | ||
Branch of Rolla CC# 1910 |
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF. DATE | ||||
MCR | NA | |||||||
MCD | MO | 01330 | Medicaid Audit and Compliance Unit | |||||
MCD | MO | 26-3446106 | Medicaid Personal Care Number | |||||
MCD | MO | 28-3446102 | Medicaid Waiver Number | |||||
NPI | 1194840041 | Personal Care NPI | ||||||
NPI | 1558485854 | Aged and Disabled Waiver | ||||||
OTH | MO | NA | License |
CC# 1906 | ||
American Homecare Management Corp (Delaware LBN) | Tax ID: 113306095 | |
AHCM, Inc. (Missouri LBN) | Missouri ID: 16065662 | |
dba American Homecare Management | ||
4240 Blue Ridge Blvd | ||
Suite 310, | ||
Kansas City, MO 64133 Co: Jackson | ||
Phone: (816) 358-2477 | ||
Fax: (816) 358-3348 | ||
Branch of Rolla CC# 1910 |
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF. DATE | ||||
MCR | NA | |||||||
MCD | MO | 01330 | Medicaid Audit and Compliance Unit | |||||
MCD | MO | 26-3446106 | Medicaid Personal Care Number | |||||
MCD | MO | 28-3446102 | Medicaid Waiver Number | |||||
NPI | 1194840041 | Personal Care NPI | ||||||
NPI | 1558485854 | Aged and Disabled Waiver | ||||||
OTH | MO | NA | License |
Gentiva Harden Community Care Locations |
Page 4 of 16 |
CC # 1907 | ||
American Homecare Management Corp (Delaware LBN) | Tax ID: 113306095 | |
AHCM, Inc. (Missouri LBN) | Missouri ID: 16065662 | |
dba American Homecare Management | ||
1226 Independence | ||
Kennett, MO 63857 Co: Dunklin | ||
Phone: (573) 888-0399 | ||
Fax: (573) 888-0420 | ||
Branch of Rolla CC# 1910 |
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF. DATE | ||||
MCR | NA | |||||||
MCD | MO | 01330 | Medicaid Audit and Compliance Unit | |||||
MCD | MO | 26-3446106 | Medicaid Personal Care Number | |||||
MCD | MO | 28-3446102 | Medicaid Waiver Number | |||||
NPI | 1194840041 | Personal Care NPI | ||||||
NPI | 1558485854 | Aged and Disabled Waiver | ||||||
OTH | MO | NA | License |
CC# 1908 | ||
American Homecare Management Corp (Delaware LBN) | Tax ID: 113306095 | |
AHCM, Inc. (Missouri LBN) | Missouri ID: 16065662 | |
dba American Homecare Management | ||
3797 Osage Beach Parkway, Suite B-6, | ||
Osage Beach, MO 65065 Co: Camden and Miller | ||
Phone: (573) 302-7467 | ||
Fax: (573) 302-7858 | ||
Branch of Rolla CC# 1910 |
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF. DATE | ||||
MCR | NA | |||||||
MCD | MO | 01330 | Medicaid Audit and Compliance Unit | |||||
MCD | MO | 26-3446106 | Medicaid Personal Care Number | |||||
MCD | MO | 28-3446102 | Medicaid Waiver Number | |||||
NPI | 1194840041 | Personal Care NPI | ||||||
NPI | 1558485854 | Aged and Disabled Waiver | ||||||
OTH | MO | NA | License |
Gentiva Harden Community Care Locations |
Page 5 of 16 |
CC# 1909 | ||
American Homecare Management Corp (Delaware LBN) | Tax ID: 113306095 | |
AHCM, Inc. (Missouri LBN) | Missouri ID: 16065662 | |
dba American Homecare Management | ||
905 E. Main St., Suite B, | ||
Park Hills, MO 63601 Co: St. Francois | ||
Phone: (573) 431-6599 | ||
Fax: (573) 431-8966 | ||
Branch of Rolla CC# 1910 |
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF. DATE | ||||
MCR | NA | |||||||
MCD | MO | 01330 | Medicaid Audit and Compliance Unit | |||||
MCD | MO | 26-3446106 | Medicaid Personal Care Number | |||||
MCD | MO | 28-3446102 | Medicaid Waiver Number | |||||
NPI | 1194840041 | Personal Care NPI | ||||||
NPI | 1558485854 | Aged and Disabled Waiver | ||||||
OTH | MO | NA | License |
CC# 1910 | ||
American Homecare Management Corp (Delaware LBN) | Tax ID: 113306095 | |
AHCM, Inc. (Missouri LBN) | Missouri ID: 16065662 | |
dba American Homecare Management | ||
1026 Kingshighway, | ||
Rolla, MO 65401 Co: Phelps | ||
Phone: (573) 364-3610 | ||
Fax: (573) 341-9018 |
Branches: | #1902 | Clayton | ||
#1903 | Columbia | |||
#1904 | East Prairie | |||
#1905 | Hannibal | |||
#1906 | Kansas City | |||
#1907 | Kennett | |||
#1908 | Osage Beach | |||
#1909 | Park Hills | |||
#1911 | Springfield | |||
#1912 | St. Joseph | |||
#1913 | West Plains |
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF. DATE | ||||
MCR | NA | |||||||
MCD | MO | 01330 | Medicaid Audit and Compliance Unit | |||||
MCD | MO | 26-3446106 | Medicaid Personal Care Number | |||||
MCD | MO | 28-3446102 | Medicaid Waiver Number | |||||
NPI | 1194840041 | Personal Care NPI | ||||||
NPI | 1558485854 | Aged and Disabled Waiver | ||||||
OTH | MO | NA | License |
Gentiva Harden Community Care Locations |
Page 6 of 16 |
CC# 1911 | ||
American Homecare Management Corp (Delaware LBN) | Tax ID: 113306095 | |
AHCM, Inc. (Missouri LBN) | Missouri ID: 16065662 | |
dba American Homecare Management | ||
2200 E Sunshine Suite 128 | ||
Springfield, MO 65804 Co: Greene | ||
Phone: (573) 364-3610 | ||
Fax: (573) 426-2034 | ||
Branch of Rolla CC# 1910 |
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF. DATE | ||||
MCR | NA | |||||||
MCD | MO | 01330 | Medicaid Audit and Compliance Unit | |||||
MCD | MO | 26-3446106 | Medicaid Personal Care Number | |||||
MCD | MO | 28-3446102 | Medicaid Waiver Number | |||||
NPI | 1194840041 | Personal Care NPI | ||||||
NPI | 1558485854 | Aged and Disabled Waiver | ||||||
OTH | MO | NA | License |
CC# 1912 | ||
American Homecare Management Corp (Delaware LBN) | Tax ID: 113306095 | |
AHCM, Inc. (Missouri LBN) | Missouri ID: 16065662 | |
dba American Homecare Management | ||
2921 N Belt Highway, Suite M-3 | ||
St. Joseph, MO 64506 Co: Buchanan | ||
Phone: | ||
Fax: - | ||
Branch of Rolla CC# 1910 |
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF. DATE | ||||
MCR | NA | |||||||
MCD | MO | 01330 | Medicaid Audit and Compliance Unit | |||||
MCD | MO | 26-3446106 | Medicaid Personal Care Number | |||||
MCD | MO | 28-3446102 | Medicaid Waiver Number | |||||
NPI | 1194840041 | Personal Care NPI | ||||||
NPI | 1558485854 | Aged and Disabled Waiver | ||||||
OTH | MO | NA | License |
Gentiva Harden Community Care Locations |
Page 7 of 16 |
CC# 1913 | ||
American Homecare Management Corp (Delaware LBN) | Tax ID: 113306095 | |
AHCM, Inc. (Missouri LBN) | Missouri ID: 16065662 | |
dba American Homecare Management | ||
812 Kentucky Ave, | ||
West Plains, MO 65775 Co: Howell | ||
Phone: (417) 255-0753 | ||
Fax: (417) 257-2093 | ||
Branch of Rolla CC# 1910 |
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF. DATE | ||||
MCR | NA | |||||||
MCD | MO | 01330 | Medicaid Audit and Compliance Unit | |||||
MCD | MO | 26-3446106 | Medicaid Personal Care Number | |||||
MCD | MO | 28-3446102 | Medicaid Waiver Number | |||||
NPI | 1194840041 | Personal Care NPI | ||||||
NPI | 1558485854 | Aged and Disabled Waiver | ||||||
OTH | MO | NA | License |
Gentiva Harden Community Care Locations |
Page 8 of 16 |
OKLAHOMA
CC# 1914 | ||
Girling Health Care, Inc. | Tax ID: 74-2115034 | |
2601 NW Expressway Suite 700E | ||
Oklahoma City, OK 73112 Co: Oklahoma | ||
Phone: (405) 858-1500 | ||
Fax: (405) 843-5923 |
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF. DATE | ||||
LIC | OK | 7706 | License | |||||
MCR | NA | |||||||
MCD | OK | 100262860D | Medicaid PCA contract | |||||
MCD | OK | 100262860D | Medicaid ASR contract | |||||
MCD | OK | 100262860G | Medicaid Nursing | |||||
MCD | OK | 100262860J | Medicaid Respite | |||||
MCD | OK | 1002628060I | Medicaid Case Management | |||||
NPI | 1154331973 | NPI |
CC# 1915 | ||
Girling Health Care, Inc. | Tax ID: 74-2115034 | |
7060 S. Yale Ave, Suite 500, | ||
Tulsa, OK 74136 CO: Tulsa | ||
Phone: (918) 665-8886 | ||
Fax: (918) 665-2909 |
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF. DATE | ||||
LIC | OK | 7432 | License | |||||
MCR | NA | |||||||
MCD | OK | 100262860D | PCA | |||||
MCD | OK | 100262860D | ASR | |||||
MCD | OK | 100262860G | Nursing | |||||
MCD | OK | 100262860J | Respite | |||||
MCD | OK | 1002628060I | Case Management | |||||
NPI | OK | 1154331973 |
Gentiva Harden Community Care Locations |
Page 9 of 16 |
TEXAS
CC# 1916 | ||
Girling Health Care, Inc. | Tax ID: 74-2115034 | |
3307 Northland Drive | ||
Suite 260 | ||
Austin, TX 78731 Co: Travis | ||
Phone: (512) 454-3581 | ||
Fax: (512) 453-1748 |
Branch: | #1919 | Brenham |
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF. DATE | ||||
MCR | NA | |||||||
MCD | TX | 1053321869 | Medicaid | |||||
NPI | 1053321869 | NPI | ||||||
LIC | TX | 011732 | License | |||||
OTH | TX | 001016243 | PHC/FC | |||||
OTH | TX | 001016241 | ||||||
OTH | TX | 001016244 | CBA | |||||
OTH | TX | 001016242 | ||||||
OTH | TX | 100106262 | CLASS |
CC# 1917 | ||
Girling Health Care, Inc. | Tax ID: 74-2115034 | |
595 18th Street | ||
Beaumont, TX 77706 Co: Jefferson | ||
Phone: (409) 832-5797 | ||
Fax: (409) 832-1343 | ||
Branch of Bellaire/Houston CC#1918 |
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF. DATE | ||||
MCR | NA | |||||||
MCD | TX | Medicaid | ||||||
NPI | 1053321869 | NPI | ||||||
LIC | TX | 011753 | License | |||||
OTH | TX | 100300 | PHC/FC | |||||
OTH | TX | 110300 | ||||||
OTH | TX | 1016242 | CBA | |||||
OTH | TX | 1016240 | ||||||
OTH | TX | 1014513 | CLASS |
Gentiva Harden Community Care Locations |
Page 10 of 16 |
CC# 1918 | ||
Girling Health Care, Inc. | Tax ID: 74-2115034 | |
6750 West Loop South | ||
Suite 500 | ||
Bellaire, TX 77401 Co: Harris | ||
Phone: (713) 780-1248 | ||
Fax: (713) 782-9441 |
Branch: | #1917 | Beaumont |
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF. DATE | ||||
MCR | NA | |||||||
MCD | TX | Medicaid | ||||||
NPI | 1053321869 | NPI | ||||||
LIC | TX | 011753 | License | |||||
OTH | TX | 100300 | PHC/FC | |||||
OTH | TX | 110300 | ||||||
OTH | TX | 1016242 | CBA | |||||
OTH | TX | 1016240 | ||||||
OTH | TX | 1014513 | CLASS |
CC# 1919 | ||
Girling Health Care, Inc. | Tax ID: 74-2115034 | |
305 North Park Street | ||
Brenham, TX 77833 Co: Washington | ||
Phone: (979) 836-4714 | ||
Fax: (979) 836-2883 | ||
Branch of Austin CC#1916 |
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF. DATE | ||||
MCR | NA | |||||||
MCD | TX | Medicaid | ||||||
NPI | 1053321869 | NPI | ||||||
LIC | TX | 011732 | License | |||||
OTH | TX | 001016243 | PHC/FC | |||||
OTH | TX | 001016241 | ||||||
OTH | TX | 001016244 | CBA | |||||
OTH | TX | 001016242 | ||||||
OTH | TX | 100106262 | CLASS |
Gentiva Harden Community Care Locations |
Page 11 of 16 |
CC# 1920 | ||
Girling Health Care, Inc. | Tax ID: 74-2115034 | |
1423 Coggin Avenue | ||
Brownwood, TX 76801 Co: Brown | ||
Phone: (325) 643-5604 | ||
Fax: (325) 646-2278 |
Branch: | #1925 | Lubbock | ||
#1927 | Odessa |
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF. DATE | ||||
MCR | NA | |||||||
MCD | TX | Medicaid | ||||||
NPI | 1053321869 | NPI | ||||||
LIC | TX | 011726 | License | |||||
OTH | TX | 1016231 | PHC/FC | |||||
OTH | TX | 1016235 | ||||||
OTH | TX | 1016243 | ||||||
OTH | TX | 1016247 | ||||||
OTH | TX | 1016233 | ||||||
OTH | TX | 1016232 | CBA | |||||
OTH | TX | 1016234 | ||||||
OTH | TX | 1016236 | ||||||
OTH | TX | 1016244 | ||||||
OTH | TX | 1016249 | ||||||
OTH | TX | 1015944 | CLASS |
CC# 1921 | ||
Girling Health Care, Inc. | Tax ID: 74-2115034 | |
4646 Corona | ||
Suite 220 | ||
Corpus Christi, TX 78411 Co: Nueces | ||
Phone: (361) 853-7470 | ||
Fax: (361) 853-7961 |
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF. DATE | ||||
MCR | NA | |||||||
MCD | TX | Medicaid | ||||||
NPI | 1053321869 | NPI | ||||||
LIC | TX | 011736 | License | |||||
OTH | TX | 1616245 | PHC/FC | |||||
OTH | TX | 1016251 | ||||||
OTH | TX | 1016246 | CBA | |||||
OTH | TX | 1016252 | ||||||
OTH | TX | 1015942 | CLASS |
Gentiva Harden Community Care Locations |
Page 12 of 16 |
CC# 1922 | ||
Girling Health Care, Inc. | Tax ID: 74-2115034 | |
4849 Greenville Avenue | ||
Suite 200 | ||
Dallas, TX 75206 Co: Dallas | ||
Phone: (214) 739-6900 | ||
Fax: (214) 739-8075 |
Branch: | #1924 | Fort Worth |
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF. DATE | ||||
MCR | NA | |||||||
MCD | TX | Medicaid | ||||||
NPI | 1053321869 | NPI | ||||||
LIC | TX | 011756 | License | |||||
OTH | TX | 1616233 | PHC/FC | |||||
OTH | TX | 1016235 | ||||||
OTH | TX | 1016236 | CBA | |||||
OTH | TX | 1016234 | ||||||
OTH | TX | 1015943 | CLASS | |||||
OTH | TX | 1019470 |
CC# 1923 | ||
Girling Health Care, Inc. | Tax ID: 74-2115034 | |
6065 Montana | ||
Suite B-1 | ||
El Paso, TX 79925 Co: El Paso | ||
Phone: (915) 782-8900 | ||
Fax: (915) 774-0439 | ||
Branch of San Antonio CC#1928 |
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF. DATE | ||||
MCR | NA | |||||||
MCD | TX | Medicaid | ||||||
NPI | 1053321869 | NPI | ||||||
LIC | TX | 011757 | License | |||||
OTH | TX | 103800 | PHC/FC | |||||
OTH | TX | 90300 | ||||||
OTH | TX | 1016246 | CBA | |||||
OTH | TX | 1016250 | ||||||
OTH | TX | 1014530 | CLASS |
Gentiva Harden Community Care Locations |
Page 13 of 16 |
CC# 1924 | ||
Girling Health Care, Inc. | Tax ID: 74-2115034 | |
1170 Country Club Lane | ||
Fort Worth, TX 76112 Co: Tarrant | ||
Phone: (817) 451-4690 | ||
Fax: (817) 451-4689 | ||
Branch of Dallas CC#1922 |
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF. DATE | ||||
MCR | NA | |||||||
MCD | TX | Medicaid | ||||||
NPI | 1053321869 | NPI | ||||||
LIC | TX | 011756 | License | |||||
OTH | TX | 1616233 | PHC/FC | |||||
OTH | TX | 1016235 | ||||||
OTH | TX | 1016236 | CBA | |||||
OTH | TX | 1016234 | ||||||
OTH | TX | 1015943 | CLASS | |||||
OTH | TX | 1019470 |
CC# 1925 | ||
Girling Health Care, Inc. | Tax ID: 74-2115034 | |
5010 Kenosha Avenue | ||
Suite C | ||
Lubbock, TX 79413 Co: Lubbock | ||
Phone: (806) 747-0173 | ||
Fax: (806) 747-0491 | ||
Branch of Brownwood CC#1920 |
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF. DATE | ||||
MCR | NA | |||||||
MCD | TX | Medicaid | ||||||
NPI | 1053321869 | NPI | ||||||
LIC | TX | 011726 | License | |||||
OTH | TX | 1016231 | PHC/FC | |||||
OTH | TX | 1016235 | ||||||
OTH | TX | 1016243 | ||||||
OTH | TX | 1016247 | ||||||
OTH | TX | 1016233 | ||||||
OTH | TX | 1016232 | CBA | |||||
OTH | TX | 1016234 | ||||||
OTH | TX | 1016236 | ||||||
OTH | TX | 1016244 | ||||||
OTH | TX | 1016248 | ||||||
OTH | TX | 1015944 | CLASS |
Gentiva Harden Community Care Locations |
Page 14 of 16 |
CC# 1926 | ||
Girling Health Care, Inc. | Tax ID: 74-2115034 | |
2901 North 23rd Street | ||
McAllen, TX 78501 Co: Hidalgo | ||
Phone: (956) 682-4864 | ||
Fax: (956) 682-4875 | ||
Branch of San Antonio CC#1928 |
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF. DATE | ||||
MCR | NA | |||||||
MCD | TX | Medicaid | ||||||
NPI | 1053321869 | NPI | ||||||
LIC | TX | 011757 | License | |||||
OTH | TX | 103800 | PHC/FC | |||||
OTH | TX | 90300 | ||||||
OTH | TX | 1016246 | CBA | |||||
OTH | TX | 1016250 | ||||||
OTH | TX | 1014530 | CLASS |
CC# 1927 | ||
Girling Health Care, Inc. | Tax ID: 74-2115034 | |
619 North Grant | ||
Suite 110 | ||
Odessa, TX 79761 Co: Ector | ||
Phone: (432) 332-4025 | ||
Fax: (432) 332-1640 | ||
Branch of Brownwood CC#1920 |
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF. DATE | ||||
MCR | NA | |||||||
MCD | TX | Medicaid | ||||||
NPI | 1053321869 | NPI | ||||||
LIC | TX | 011726 | License | |||||
OTH | TX | 1016231 | PHC/FC | |||||
OTH | TX | 1016235 | ||||||
OTH | TX | 1016243 | ||||||
OTH | TX | 1016247 | ||||||
OTH | TX | 1016233 | ||||||
OTH | TX | 1016232 | CBA | |||||
OTH | TX | 1016234 | ||||||
OTH | TX | 1016236 | ||||||
OTH | TX | 1016244 | ||||||
OTH | TX | 1016248 | ||||||
OTH | TX | 1015944 | CLASS |
Gentiva Harden Community Care Locations |
Page 15 of 16 |
CC# 1928 | ||
Girling Health Care, Inc. | Tax ID: 74-2115034 | |
5282 Medical Drive | ||
Suite 420 | ||
San Antonio, TX 78229 Co: Bexar | ||
Phone: (210) 616-0212 | ||
Fax: (210) 615-8545 |
Branch: | #1926 | McAllen | ||
#1923 | El Paso |
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF. DATE | ||||
MCR | NA | |||||||
MCD | TX | Medicaid | ||||||
NPI | 1053321869 | NPI | ||||||
LIC | TX | 011757 | License | |||||
OTH | TX | 103800 | PHC/FC | |||||
OTH | TX | 90300 | ||||||
OTH | TX | 1016246 | CBA | |||||
OTH | TX | 1016250 | ||||||
OTH | TX | 1014530 | CLASS |
CC# 1929 | ||
Girling Health Care, Inc. | Tax ID: 74-2115034 | |
1920 Birdcreek Drive | ||
Temple, TX 76502 Co: Bell | ||
Phone: (254) 778-3261 | ||
Fax: (254) 771-1607 |
Branch: | #1931 | Waco |
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF. DATE | ||||
MCR | NA | |||||||
MCD | TX | Medicaid | ||||||
NPI | 1053321869 | NPI | ||||||
LIC | TX | 011758 | License | |||||
OTH | TX | 1016243 | PHC/FC | |||||
OTH | TX | 1016244 | CBA |
Gentiva Harden Community Care Locations |
Page 16 of 16 |
CC# 1930 | ||
Girling Health Care, Inc. | Tax ID: 74-2115034 | |
100 East Ferguson | ||
Suite 600 | ||
Tyler, TX 75702 Co: Smith | ||
Phone: (903) 526-2914 | ||
Fax: (903) 526-1461 |
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF. DATE | ||||
MCR | NA | |||||||
MCD | TX | Medicaid | ||||||
NPI | 1053321869 | NPI | ||||||
LIC | TX | 011762 | License | |||||
OTH | TX | 1016237 | PHC/FC | |||||
OTH | TX | 1016239 | ||||||
OTH | TX | 1016238 | CBA | |||||
OTH | TX | 1016240 | ||||||
OTH | TX | 1019469 | CLASS |
CC# 1931 | ||
Girling Health Care, Inc. | Tax ID: 74-2115034 | |
8300 Central Park Drive | ||
Suite G | ||
Waco, TX 76712 Co: McLennan | ||
Phone: (254) 751-7571 | ||
Fax: (254) 751-1649 | ||
Branch of Temple CC#1929 |
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF. DATE | ||||
MCR | NA | |||||||
MCD | TX | Medicaid | ||||||
NPI | 1053321869 | NPI | ||||||
LIC | TX | 011758 | License | |||||
OTH | TX | 1016243 | PHC/FC | |||||
OTH | TX | 1016244 | CBA |
Gentiva | Page 1 of 15 | |||
Home Health Licenses (Harden) |
ALABAMA (CON State)
1001 HomeCare Plus, Inc. | Tax ID: 63-1214842 | |||
3950 Autumn Lane |
||||
Birmingham, AL 35243-5240 |
Co. Jefferson | |||
Phone: (205) 298-9886 |
||||
Fax: (205) 298-9877 |
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
MCR | 01-7083 | Medicare (Palmetto) |
01/24/2007 | |||||
NPI | 1184713125 | NPI |
CALIFORNIA
1002 Asian American Home Care, Inc. | Tax ID: 94-3247811 | |||
Asian American Home Health CALIFORNIA BY HARDEN HEALTHCARE |
||||
704 Broadway |
||||
Suite 202 |
||||
Oakland, CA 94607-6532 |
Co. Alameda | |||
Phone: (510) 835-3268 |
||||
Fax: (510) 835-8310 |
Branch San Jose (#1004) | ||||||||
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
LIC | CA | 020000654 | Certified License |
|||||
MCR | 55-7754 | Medicare (NGS) |
11/02/2004 | |||||
MCD | CA | HHA57754F | Certified Medicaid |
|||||
NPI | 1336144484 | NPI |
1003 We Care Home Health Services, Inc. | Tax ID: 33-0665550 | |||
Harden Home Health California |
||||
2650 Camino Del Rio N |
||||
Suite 301 |
||||
San Diego, CA 92108-1632 |
Co. San Diego | |||
Phone: (619) 229-3800 |
||||
Fax: (619) 229-3803 |
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
LIC | CA | 080000533 | Certified License |
|||||
MCR | 55-7794 | Medicare (NGS) |
06/19/2008 | |||||
MCD | CA | HHA57794F | Certified Medicaid |
|||||
NPI | 1801913223 | NPI |
1004 Asian American Home Care, Inc. | Tax ID: 94-3247811 | |||
Asian American Home Health CALIFORNIA BY HARDEN HEALTHCARE |
||||
1840 The Alameda |
||||
San Jose, CA 95126-1731 |
Co. Santa Clara | |||
Phone: TBD |
||||
Fax: TBD |
||||
Branch of 1002 Oakland |
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
MCR | 55-7754 | Medicare Under Parent |
09/15/2003 | |||||
BID | 55Q7754001 | Medicare Branch ID Number |
||||||
MCD | CA | Medicaid under parent |
Gentiva | Page 2 of 15 | |||
Harden Home Health Locations |
COLORADO
1005 Saturday Partners, LLC | Tax ID: 20-1930463 | |||
Harden Home Health Colorado |
||||
12200 East Iliff Avenue |
||||
Suite 102 |
||||
Aurora, CO 80014-5375 |
Co. Arapahoe | |||
Phone: (303) 337-5505 |
||||
Fax: (303) 337-5509 |
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
LIC | CO | 04B434 | Certified License |
|||||
MCR | 06-7448 | Medicare (CGS) |
03/01/2005 | |||||
MCD | CO | 4829565 | Medicaid |
|||||
NPI | 1780682450 | NPI (per PECOS) |
||||||
NPI | 1730374257 | NPI (per CGS) |
1006 Alpine Home Health Care, LLC | Tax ID: 36-4473376 | |||
Harden Home Health Colorado |
||||
2950 Professional Place |
||||
Suite 201 |
||||
Colorado Springs, CO 80904-8106 |
Co. El Paso | |||
Phone: (719) 548-9318 |
||||
Fax: (719) 548-9351 |
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
LIC | CO | 04G497 | Certified License |
|||||
MCR | 06-7499 | Medicare (CGS) |
01/25/2012 | |||||
MCD | CO | 40730387 | Medicaid |
|||||
NPI | 1508146945 | NPI |
1007 Alpine Home Health, Inc. | Tax ID: 64-0921774 | |||
Harden Home Health COLORADO |
||||
691 County Road 233 |
||||
Suite A4 |
||||
Durango, CO 81301-6580 |
Co. La Plata | |||
Phone: (970) 247-7913 |
||||
Fax: (970) 247-0679 |
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
LIC | CO | 04G502 | Certified License |
|||||
MCR | 06-7442 | Medicare (CGS) |
01/25/2012 | |||||
MCD | CO | 49632744 | Medicaid |
|||||
NPI | 1841339306 | NPI |
1008 Alpine Home Health Care, LLC | Tax ID: 36-4473376 | |||
Harden Home Health COLORADO |
||||
2764 Compass Drive |
||||
Suite 108B |
||||
Grand Junction, CO 81506-8749 |
Co. Mesa | |||
Phone: (970) 945-2838 |
||||
Fax: (970) 945-9307 |
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
LIC | CO | 040803 | Certified License |
|||||
MCR | 06-7196 | Medicare (CGS) |
11/12/2008 | |||||
MCD | CO | 33521743 | Medicaid |
|||||
NPI | 1134297500 | NPI |
Gentiva | Page 3 of 15 | |||
Harden Home Health Locations |
1009 Alpine Home Health, Inc. | Tax ID: 64-0921774 | |||
Harden Home Health COLORADO |
||||
924 Spring Creek Road |
||||
Unit 3C |
||||
Montrose, CO 81403-3352 |
Co. Montrose | |||
Phone: (970) 240-8979 |
||||
Fax: (970) 240-3038 |
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
LIC | CO | 0411SL | Certified License |
|||||
MCR | 06-7406A | Medicare (CGS) |
12/16/1998 | |||||
MCD | CO | 44939213 | Medicaid |
|||||
NPI | 1588732564 | NPI |
FLORIDA
1010 Girling Health Care, Inc. | Tax ID: 74-2115034 | |||
2240 Belleair Road |
||||
Suite 180 |
||||
Clearwater, FL 33764-1703 |
Co. Pinellas | |||
Phone: (727) 538-2027 |
||||
Fax: (727) 538-8655 |
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
LIC | FL | 299991636 | License |
|||||
MCR | 10-7741 | Medicare (CGS) |
12/14/2006 | |||||
MCD | FL | Medicaid (TO BE VERIFIED |
||||||
NPI | 1184633737 | NPI |
1011 Girling Health Care, Inc. | Tax ID: 74-2115034 | |||
13422 Telecom Drive |
||||
Building A, Unit 3 |
||||
Temple Terrace, FL 33637-0927 |
Co. Hillsborough | |||
Phone: (813) 979-9670 |
||||
Fax: (813) 979-9745 |
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
LIC | FL | 299991741 | License |
|||||
MCR | 10-7788 | Medicare (CGS) |
04/29/2011 | |||||
MCD | FL | 651654800 | Medicaid (TO BE VERIFIED) |
|||||
NPI | 1871501908 | NPI |
ILLINOIS
1017 Girling Health Care, Inc. | Tax ID: 74-2115034 | |||
7222 West Cermak Road |
||||
Suite 210 |
||||
North Riverside, IL 60546-1385 |
Co. Cook | |||
Phone: (708) 442-6420 |
||||
Fax: (708) 447-6216 |
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
LIC | IL | 1010900 | Certified license |
|||||
MCR | 14-7726 | Medicare (CGS) |
05/14/2007 | |||||
MCD | IL | 001010187 | Medicaid |
|||||
NPI | 1659380095 | NPI |
Gentiva | Page 4 of 15 | |||
Harden Home Health Locations |
IOWA
1012 Hawkeye Health Services Inc. | Tax ID: 42-1285486 | |||
Harden Home Health IOWA |
||||
4232 University Avenue |
[BELIEVED TO BE OPEN] | |||
Des Moines, IA 50311-3422 |
Co. Polk | |||
Phone: (515) 277-0977 |
||||
Fax: (515) 277-1587 |
||||
Branch of 1015 Knoxville |
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
MCR | 16-7187 | Medicare (CGS) |
||||||
BID | IA | 16Q7187001 | Medicare Branch ID number |
|||||
MCD | MEDICAID UNDER PARENT (?) |
1013 Hawkeye Health Services Inc. | Tax ID: 42-1285486 | |||
Harden Home Health IOWA |
||||
1415 11th Street |
||||
Suite A |
||||
DeWitt, IA 52742-1292 |
Co. Clinton | |||
Phone: (563) 659-2661 |
||||
Fax: (563) 659-2470 |
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
MCR | 16-7312 | Medicare (CGS) |
06/22/2007 | |||||
MCD | IA | 0673160 | Medicaid |
|||||
NPI | 1962456079 | NPI |
1014 Hawkeye Health Services Inc. | Tax ID: 42-1285486 | |||
Harden Home Health IOWA |
||||
702 South Gilbert Street |
||||
Suite 101 |
||||
Iowa City, IA 52240-1738 |
Co. Johnson | |||
Phone: (319) 358-8787 |
||||
Fax: (319) 358-9191 |
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
MCR | 16-7302 | Medicare (CGS) |
06/252007 | |||||
MCD | IA | 0673020 | Medicaid |
|||||
NPI | 1154374080 | NPI |
1015 Hawkeye Health Services Inc. | Tax ID: 42-1285486 | |||
Harden Home Health IOWA |
||||
213 East Main Street |
||||
Suite 102 |
||||
Knoxville, IA 50138-2502 |
Co. Marion | |||
Phone: (641) 842-7143 |
||||
Fax: (641) 842-2356 |
Branch Des Moines (#1012) | ||||||||
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
MCR | 16-7187 | Medicare (CGS) |
07/10/07 | |||||
MCD | IA | 0671875 | Medicaid |
|||||
NPI | 1902850431 | NPI |
Gentiva | Page 5 of 15 | |||
Harden Home Health Locations |
1016 Hawkeye Health Services Inc. | Tax ID: 42-1285486 | |||
Harden Home Health IOWA |
||||
16 1st Street Southwest |
||||
Oelwein, IA 50662-2202 |
Co. Fayette | |||
Phone: (319) 283-5278 |
||||
Fax: (319) 283-3576 |
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
MCR | 16-7309 | Medicare (CGS) |
06/21/2007 | |||||
MCD | IA | 0673095 | Medicaid |
|||||
NPI | 1396799896 | NPI |
KANSAS
1017 Faith Home Health & Hospice LLC | Tax ID: 47-0884412 | |||
Harden Home Health KANSAS |
||||
15329 West 95th Street |
||||
Lenexa, KS 66219-1262 |
Co. Johnson | |||
Phone: (913) 227-0604 |
||||
Fax: (913) 227-0606 |
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
LIC | KS | A-046-200 | HHA License |
|||||
MCR | 17-8096 | Medicare (CGS) |
12/21/2012 | |||||
MCD | KS | 100262860B | Medicaid |
|||||
NPI | 1700157070 | NPI |
1018 Faith Home Health & Hospice LLC | Tax ID: 47-0884412 | |||
Harden Home Health KANSAS |
||||
2622 West Central Avenue |
||||
Suite 401-A |
||||
Wichita, KS 67203-4968 |
Co. Sedgwick | |||
Phone: (316) 618-6800 |
||||
Fax: (316) 618-6804 |
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
LIC | KS | A-087-089 | HHA License |
|||||
MCR | 17-8056 | Medicare (CGS) |
04/28/2003 | |||||
MCD | KS | 100454090A | Medicaid |
|||||
NPI | 1225013329 | NPI |
MISSOURI
1019 American HomeCare Management Corp. | Tax ID: 11-3306095 | |||
AHCM, Inc. (dba name to be reverified before entering into data base) |
||||
201 West Broadway |
||||
Suite 2D |
||||
Columbia, MO 65203-3842 |
Co. Boone | |||
Phone: (573) 256-4705 |
||||
Fax: (573) 256-4707 |
Branch Osage Beach (#1022) | ||||||||
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
LIC | MO | 752-9HH | State License |
|||||
MCR | 26-7584 | Medicare (CGS) |
06/01/2007 | |||||
MCD | MO | 586136806 | Medicaid |
|||||
NPI | 1144297268 | NPI |
Gentiva | Page 6 of 15 | |||
Harden Home Health Locations |
1020 Missouri Home Care of Rolla, Inc. | Tax ID: 43-1317147 | |||
Auxi Health |
||||
1265 Doctors Drive |
||||
Farmington, MO 63640-2947 |
Co. Saint Francois | |||
Phone: (573) 431-6685 |
||||
Fax: (573) 431-8922 |
||||
Branch of 1023 Rolla |
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
MCR | 26-7098 | Medicare under parent |
||||||
BID | 26Q7098002 | Medicare Branch ID Number |
1021 American HomeCare Management Corp. | Tax ID: 11-3306095 | |||
American HomeCare |
||||
4240 Blue Ridge Boulevard |
||||
Suite 321 |
||||
Kansas City, MO 64133-1748 |
Co. Jackson | |||
Phone: (816) 743-2600 |
||||
Fax: (816) 356-0466 |
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
LIC | MO | 848-HH | State License |
|||||
MCR | 26-7639 | Medicare (CGS) |
12/21/2012 | |||||
MCD | MO | (use NPI #) (?) | Medicaid (TO BE VERIFIED |
|||||
NPI | 1790053932 | NPI |
1022 American HomeCare Management Corp. | Tax ID: 11-3306095 | |||
AHCM, Inc. (Dba to be reverified before entering into data base) |
||||
980 Executive Drive |
||||
Suite D |
||||
Osage Beach, MO 65065-3495 |
Co. Camden | |||
Phone: (573) 302-7898 |
||||
Fax: (573) 302-7897 |
||||
Branch of 1019 Columbia |
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
MCR | 26-7584 | Medicare under parent |
1023 Missouri Home Care of Rolla, Inc. | Tax ID: 43-1317147 | |||
Auxi Health |
||||
1206 Homelife Plaza |
||||
Rolla, MO 65401-2512 |
Co. Phelps | |||
Phone: (573) 341-3456 |
||||
Fax: (573) 341-9018 |
Branch Farmington (#1020) | ||||||||
Branch West Plains (#1024) | ||||||||
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
LIC | MO | 652-14HH | State License |
|||||
MCR | 26-7098 | Medicare (CGS) |
06/01/2007 | |||||
MCD | MO | 581679602 | Medicaid |
|||||
NPI | 1366495384 | NPI |
Gentiva | Page 7 of 15 | |||
Harden Home Health Locations |
1024 Missouri Home Care of Rolla, Inc. | Tax ID: 43-1317147 | |||
Auxi Health |
||||
707 Kentucky Avenue |
||||
West Plains, MO 65775-2085 |
Co. Howell | |||
Phone: (417) 257-2080 |
||||
Fax: (417) 257-4633 |
||||
Branch of 1023 Rolla |
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
MCR | 26-7098 | Medicare under parent |
||||||
BID | 26Q7098003 | Medicare Branch ID Number |
OKLAHOMA
1025 Girling Health Care, Inc. | Tax ID: 74-2115034 | |||
2601 Northwest Expressway |
||||
Suite 401E |
||||
Oklahoma City, OK 73112-7272 |
Co. Oklahoma | |||
Phone: (405) 557-1643 |
||||
Fax: (405) 557-1639 |
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
LIC | OK | 7704 | Certified License |
|||||
MCR | 37-7641 | Medicare (CGS) |
||||||
MCD | OK | 100262860B | HHA Medicaid |
|||||
NPI | 1952310534 | NPI |
1026 Girling Health Care, Inc. | Tax ID: 74-2115034 | |||
6130 East 32nd Street |
||||
Suite 116 |
||||
Tulsa, OK 74134-5454 |
Co. Tulsa | |||
Phone: (918) 481-5280 |
||||
Fax: (918) 481-3585 |
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
LIC | OK | 7125 | Certified License |
|||||
MCR | 37-7095 | Medicare (CGS) |
07/31/2008 | |||||
MCD | OK | 100262860B | HHA Medicaid |
|||||
NPI | 1467461079 | NPI |
TENNESSEE (CON State)
1027 Girling Health Care, Inc. | Tax ID: 74-2115034 | |||
320 North Cedar Bluff Road |
||||
Suite 360 |
||||
Knoxville, TN 37923-4513 |
Co. Knox | |||
Phone: (865) 690-7767 |
||||
Fax: (865) 447-5464 |
Branch Sevierville (#1029) | ||||||||
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
LIC | TN | 149 | State License |
|||||
MCR | 44-7461 | Medicare (CGS) |
01/03/2008 | |||||
MCD | TN | 003006716 | Medicaid |
|||||
NPI | 1073422520 | NPI |
Gentiva | Page 8 of 15 | |||
Harden Home Health Locations |
XXXX Girling Health Care Services of Knoxville, Inc. | Tax ID: 62-1406895 | |||
The Home Option by Harden Health Care |
||||
320 North Cedar Bluff Road |
||||
Suite 360 |
||||
Knoxville, TN 37923-4513 |
Co. Knox | |||
Phone: (865) 690-7767 |
||||
Fax: (865) 447-5464 |
||||
Branch of 1028 Oak Ridge |
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
LIC | TN | 148 | State License |
|||||
OTH | 616896800 | Dept of Labor provider number |
08/20/2012 |
1028 Girling Health Care Services of Knoxville, Inc. | Tax ID: 62-1406895 | |||
The Home Option by Harden Health Care |
||||
800 Oak Ridge Turnpike |
||||
Suite A208 |
||||
Oak Ridge, TN 37830-6957 |
Co. Anderson | |||
Phone: (865) 220-1700 |
||||
Fax: (865) 220-1704 |
Branch Knoxville (#XXXX) | ||||||||
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
LIC | TN | 148 | State License |
|||||
LIC | TN | 11948 | PAS License (EXP. 10/31/13; DO NOT NEED |
|||||
OTH | 616896800 | Dept of Labor provider number |
08/20/2012 |
1029 Girling Health Care, Inc. | Tax ID: 74-2115034 | |||
549 Dolly Parton Parkway |
||||
Suite 803-B |
||||
Sevierville, TN 37862 |
Co. Sevier | |||
Phone: (865) 428-3345 |
||||
Fax: [Unk.] |
||||
Branch of 1027 Knoxville |
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
MCR | 44-7461 | Medicare under parent |
||||||
BID | 44Q7461001 | Medicare Branch ID Number |
8/22/1995 |
TEXAS
1030 Girling Health Care, Inc. | Tax ID: 74-2115034 | |||
Girling Home Health TEXAS BY HARDEN HEALTHCARE |
||||
209 South Danville Drive |
||||
Suite B104 |
||||
Abilene, TX 79605-4005 |
Co. Taylor | |||
Phone: (325) 676-2668 |
||||
Fax: (325) 676-9742 |
||||
Branch of 1042 Eastland |
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
LIC | TX | 011731 | Certified License under parent |
|||||
MCR | 45-7128 | Medicare under parent |
||||||
BID | 45Q7128002 | Medicare Branch ID Number |
||||||
MCD | Medicaid under parent |
|||||||
MCD | Medicaid DME under parent |
Gentiva | Page 9 of 15 | |||
Harden Home Health Locations |
1031 Girling Health Care, Inc. | Tax ID: 74-2115034 | |||
Girling Home Health TEXAS BY HARDEN HEALTHCARE |
||||
8701 North Mopac Expressway |
||||
Suite 165 |
||||
Austin, TX 78759-8398 |
Co. Travis | |||
Phone: (512) 342-0331 |
||||
Fax: (512) 342-1065 |
Branch Burnet (#1037) | ||||||||
Branch Cameron (#1038) | ||||||||
Branch Schulenburg (#1050) | ||||||||
Branch Temple (#XXXX) | ||||||||
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
LIC | TX | 011739 | Certified License |
|||||
MCR | 45-7050 | Medicare (CGS) |
08/10/1969 | |||||
MCD | TX | 12111301 | Medicaid DME |
|||||
MCD | TX | 133553103 | Medicaid |
|||||
NPI | 1730197542 | NPI |
1032 The Home Option, LLC | Tax ID: 26-2527353 | |||
The Home Option |
||||
3600 Bee Caves Road |
||||
Suite 102 |
||||
Austin, TX 78746-5374 |
Co. Travis | |||
Phone: (512) 291-7096 |
||||
Fax: (512) 291-7098 |
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
LIC | TX | 014741 | License |
|||||
NPI | 1356687792 | NPI |
1033 Horizon Health Care Services, Inc. | Tax ID: 76-0456316 | |||
Girling Home Health TEXAS BY HARDEN HEALTHCARE |
||||
7225 Eastex Freeway |
||||
Beaumont, TX 77708-3841 |
Co. Jefferson | |||
Phone: (409) 895-0009 |
||||
Fax: (409) 895-0006 |
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
LIC | TX | 014447 | Certified License |
|||||
MCR | 67-8039 | Medicare (Palmetto) |
||||||
NPI | 1760567002 | NPI |
1034 Girling Health Care, Inc. | Tax ID: 74-2115034 | |||
Girling Home Health TEXAS BY HARDEN HEALTHCARE |
||||
6700 West Loop South |
||||
Suite 200 |
||||
Bellaire, TX 77401-4120 |
Co. Harris | |||
Phone: (713) 781-6691 |
||||
Fax: (713) 783-3926 |
Branch Humble (#1045) | ||||||||
Branch Wharton (#1055) | ||||||||
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
LIC | TX | 011738 | Certified License |
|||||
MCR | 45-7222 | Medicare (CGS) |
8/17/1982 | |||||
MCD | TX | 133553107 | Medicaid |
|||||
MCD | TX | 12165901 | Medicaid DME |
|||||
NPI | 1962411389 | NPI |
Gentiva | Page 10 of 15 | |||
Harden Home Health Locations |
XXXX The Home Option, LLC | Tax ID: 26-2527353 | |||
The Home Option |
||||
6700 West Loop South |
||||
Suite 200-A |
||||
Bellaire, TX 77401-4120 |
Co. Harris | |||
Phone: (713) 778-2060 |
||||
Fax: (713) 349-0116 |
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
LIC | TX | 014872 | License |
1035 Girling Health Care, Inc. | Tax ID: 74-2115034 | |||
Girling Home Health TEXAS BY HARDEN HEALTHCARE |
||||
118 South Park Drive |
||||
Suite D |
||||
Brownwood, TX 76801-5957 |
Co. Brown | |||
Phone: (325) 643-5525 |
||||
Fax: (325) 646-2158 |
||||
Branch of 1042 Eastland |
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
LIC | TX | 011731 | Certified License under parent |
|||||
MCR | 45-7128 | Medicare under parent |
||||||
BID | 45Q7128003 | Medicare Branch ID Number (assigned to Eastland per CMS ltr 07/15/2010) |
||||||
MCD | Medicaid under parent |
|||||||
MCD | Medicaid DME under parent |
1036 Girling Health Care, Inc. | Tax ID: 74-2115034 | |||
Girling Home Health TEXAS BY HARDEN HEALTHCARE |
||||
3201 University East Drive |
||||
Suite 350 |
||||
Bryan, TX 77802-3484 |
Co. Brazos | |||
Phone: (979) 776-0875 |
||||
Fax: (979) 776-5108 |
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
LIC | TX | 014267 | Certified License |
|||||
MCR | 74-7708 | Medicare (Palmetto) |
||||||
MCD | TX | 315054201 | Medicaid |
|||||
NPI | 1568752285 | NPI |
1037 Girling Health Care, Inc. | Tax ID: 74-2115034 | |||
Girling Home Health TEXAS BY HARDEN HEALTHCARE |
||||
1001 South Water Street |
||||
Suite D |
||||
Burnet, TX 78611-3678 |
Co. Burnet | |||
Phone: (512) 756-8856 |
||||
Fax: (512) 756-8331 |
||||
Branch of 1031 Austin |
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
MCR | 45-7050 | Medicare under parent |
||||||
BID | 45Q7050002 | Medicare Branch ID Number |
||||||
MCD | Medicaid under parent |
|||||||
MCD | Medicaid DME under parent |
Gentiva | Page 11 of 15 | |||
Harden Home Health Locations |
1038 Girling Health Care, Inc. | Tax ID: 74-2115034 | |||
Girling Home Health TEXAS BY HARDEN HEALTHCARE |
||||
212 South Houston Avenue |
||||
Cameron, TX 76520-3933 |
Co. Milam | |||
Phone: (254) 697-6531 |
||||
Fax: (254) 697-4741 |
||||
Branch of 1031 Austin |
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
MCR | 45-7050 | Medicare under parent |
||||||
BID | 45Q7050001 | Medicare Branch ID Number |
||||||
MCD | Medicaid under parent |
|||||||
MCD | Medicaid DME under parent |
1039 Girling Health Care, Inc. | Tax ID: 74-2115034 | |||
Girling Home Health TEXAS BY HARDEN HEALTHCARE |
||||
210 South Carancahua Street |
||||
Suite 303 |
||||
Corpus Christi, TX 78401-3040 |
Co. Nueces | |||
Phone: (361) 853-9901 |
||||
Fax: (361) 853-9908 |
Branch Victoria (#1053) | ||||||||
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
LIC | TX | 011735 | Certified License |
|||||
MCR | 45-7126 | Medicare (CGS) |
5/22/1980 | |||||
MCD | TX | 2351901 | Medicaid |
|||||
MCD | TX | 12132901 | Medicaid DME |
|||||
NPI | 1164430286 | NPI |
1040 Girling Health Care, Inc. | Tax ID: 74-2115034 | |||
Girling Home Health TEXAS BY HARDEN HEALTHCARE |
||||
800 North Main Street |
||||
Suite P |
||||
Corsicana, TX 75110-3053 |
Co. Navarro | |||
Phone: (903) 432-2230 |
||||
Fax: (903) 432-2494 |
||||
Branch of 1051 Temple |
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
MCR | 45-7096 | Medicare under parent |
||||||
BID | 45Q7096007 | Medicare Branch ID Number |
||||||
[BID previously assigned to Seven Points, TX] |
1041 Girling Health Care, Inc. | Tax ID: 74-2115034 | |||
Girling Home Health TEXAS BY HARDEN HEALTHCARE |
||||
4849 Greenville Avenue |
||||
Suite 1400 |
||||
Dallas, TX 75206-4192 |
Co. Dallas | |||
Phone: (214) 378-9913 |
||||
Fax: (214) 378-8329 |
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
LIC | TX | 011755 | Certified License |
|||||
MCR | 45-7223 | Medicare (CGS) |
8/10/1982 | |||||
MCD | TX | 133553106 | Medicaid |
|||||
MCD | TX | 12166701 | Medicaid DME |
|||||
NPI | 1629086749 | NPI |
Gentiva | Page 12 of 15 | |||
Harden Home Health Locations |
1042 Girling Health Care, Inc. | Tax ID: 74-2115034 | |||
Girling Home Health TEXAS BY HARDEN HEALTHCARE | ||||
405 East Commerce Street |
||||
Eastland, TX 76448-2903 |
Co. Eastland | |||
Phone: (254) 629-1268 |
||||
Fax: (254) 629-8698 |
Branch Abilene (#1030) | ||||||||
Branch Brownwood (#1035) | ||||||||
Branch San Angelo (#1048) | ||||||||
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
LIC | TX | 011731 | Certified License |
|||||
MCR | 45-7128 | Medicare (CGS) |
08/01/1980 | |||||
MCD | TX | 133553101 | Medicaid |
|||||
MCD | TX | 12133701 | Medicaid DME |
|||||
NPI | 1326057779 | NPI |
1043 Girling Health Care, Inc. | Tax ID: 74-2115034 | |||
Girling Home Health TEXAS BY HARDEN HEALTHCARE | ||||
6421 Camp Bowie Boulevard |
||||
Suite 203 |
||||
Fort Worth, TX 76116-5401 |
Co. Tarrant | |||
Phone: (817) 731-6124 |
||||
Fax: (817) 731-2092 |
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
LIC | TX | 012403 | Certified License |
|||||
MCR | 67-9096 | Medicare (CGS) |
||||||
MCD | TX | 205254801 | Medicaid |
|||||
NPI | 1659520708 | NPI |
1045 Girling Health Care, Inc. | Tax ID: 74-2115034 | |||
Girling Home Health TEXAS BY HARDEN HEALTHCARE | ||||
9810 FM 1960 Bypass Road West |
||||
Suite 215 |
||||
Humble, TX 77388-3574 |
Co. Harris | |||
Phone: (281) 446-5366 |
||||
Fax: (281) 446-4361 |
||||
Branch of 1034 Bellaire |
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
MCR | 45-7222 | Medicare under parent |
||||||
BID | 45Q7222001 | Medicare Branch ID Number |
||||||
MCD | Medicaid under parent |
|||||||
MCD | Medicaid DME under parent |
1046 Girling Health Care, Inc. | Tax ID: 74-2115034 | |||
Girling Home Health TEXAS BY HARDEN HEALTHCARE | ||||
434 East Loop 281 |
||||
Suite 100 |
||||
Longview, TX 75605-7933 |
Co. Gregg | |||
Phone: (903) 938-6776 |
||||
Fax: (903) 778-2881 |
||||
Branch of 1051 Temple |
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
MCR | 45-7096 | Medicare under parent |
||||||
BID | 45Q7096004 | Medicare Branch ID Number [previously assigned to Marshall, TX] |
Gentiva | Page 13 of 15 | |||
Harden Home Health Locations |
1047 Girling Health Care, Inc. | Tax ID: 74-2115034 | |||
Girling Home Health TEXAS BY HARDEN HEALTHCARE |
||||
5010 Kenosha Avenue |
||||
Suite A |
||||
Lubbock, TX 79413-3999 |
Co. Lubbock | |||
Phone: (806) 780-6898 |
||||
Fax: (806) 780-1515 |
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
LIC | TX | 011741 | Certified License |
|||||
MCR | 45-9496 | Medicare (CGS) |
08/03/2000 | |||||
MCD | TX | 17377501 | Medicaid DME |
|||||
MCD | TX | 133553102 | Medicaid |
|||||
NPI | 1972512697 | NPI |
1048 Girling Health Care, Inc. | Tax ID: 74-2115034 | |||
Girling Home Health TEXAS BY HARDEN HEALTHCARE |
||||
1518 West Beauregard Avenue |
||||
San Angelo, TX 76901-4005 |
Co. Tom Green | |||
Phone: (325) 949-1108 |
||||
Fax: (325) 944-8712 |
||||
Branch of 1042 Eastland |
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
LIC | TX | 011731 | Certified License under parent |
|||||
MCR | 45-7128 | Medicare under parent |
||||||
BID | 45Q7128001 | Medicare Branch ID Number |
||||||
MCD | Medicaid under parent |
|||||||
MCD | Medicaid DME under parent |
1049 Girling Health Care, Inc. | Tax ID: 74-2115034 | |||
Girling Home Health TEXAS BY HARDEN HEALTHCARE |
||||
5282 Medical Drive |
||||
Suite 210A |
||||
San Antonio, TX 78229-6122 |
Co. Bexar | |||
Phone: (210) 614-0473 |
||||
Fax: (210) 614-0746 |
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
LIC | TX | 011737 | Certified License |
|||||
MCR | 67-9074 | Medicare (CGS) |
9/27/2001 | |||||
MCD | TX | 133553108 | Medicaid |
|||||
MCD | TX | 145786301 | Medicaid DME |
|||||
NPI | 1235148933 | NPI |
1050 Girling Health Care, Inc. | Tax ID: 74-2115034 | |||
Girling Home Health TEXAS BY HARDEN HEALTHCARE |
||||
85 North Kessler Avenue |
||||
Schulenburg, TX 78956-5661 |
Co. Fayette | |||
Phone: (979) 743-2633 |
||||
Fax: (979) 743-2733 |
||||
Branch of 1031 Austin |
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
MCR· | 45-7050 | Medicare under parent |
||||||
BID· | 45Q7050003 | Medicare Branch ID Number |
||||||
MCD | Medicaid under parent |
|||||||
MCD | Medicaid DME under parent |
Gentiva | Page 14 of 15 | |||
Harden Home Health Locations |
1051 Girling Health Care, Inc. | Tax ID: 74-2115034 | |||
Girling Home Health TEXAS BY HARDEN HEALTHCARE |
||||
1920 Birdcreek Drive |
||||
Temple, TX 76502-1001 |
Co. Bell | ***co-located office @ 1920 Birdcreek Drive*** | ||
Phone: (254) 778-4210 |
||||
Fax: (254) 778-4284 |
Branch Corsicana (#1040) |
||||||||
Branch Longview (#1046) |
||||||||
Branch Tyler (#1052) |
||||||||
Branch Waco (#1054) |
||||||||
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
LIC | TX | 012075 | Certified License |
|||||
MCR | 45-7096 | Medicare (Palmetto) |
12/10/1980 | |||||
NPI | 1346247442 | NPI |
XXXX Girling Health Care, Inc. | Tax ID: 74-2115034 | |||
Girling Home Health TEXAS BY HARDEN HEALTHCARE |
||||
1920 Birdcreek Drive |
||||
Temple, TX 76502-1001 |
Co. Bell | ***co-located office @ 1920 Birdcreek Drive*** | ||
Phone: (254) 778-6334 |
||||
Fax: (254) 771-1607 |
||||
Branch of 1031 Austin |
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
MCR | 45-7050 | Medicare under parent |
||||||
BID | 45Q7050004 | Medicare Branch ID Number |
||||||
MCD | Medicaid under parent |
|||||||
MCD | Medicaid DME under parent |
XXXX The Home Option, LLC | Tax ID: 26-2527353 | |||
The Home Option |
||||
1920 Birdcreek Drive |
||||
Suite 203 |
||||
Temple, TX 76502-1001 |
Co. Bell | ***co-located office @ 1920 Birdcreek Drive*** | ||
Phone: (254) 774-6840 |
||||
Fax: (254) 774-9912 |
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
LIC | TX | 015460 | License |
|||||
MCR | NA | NA |
||||||
NPI | 1356687792 | NPI |
1052 Girling Health Care, Inc. | Tax ID: 74-2115034 | |||
Girling Home Health TEXAS BY HARDEN HEALTHCARE |
||||
100 East Ferguson Street |
||||
Suite 606 |
||||
Tyler, TX 75702-5776 |
Co. Smith | |||
Phone: (903) 595-5266 |
||||
Fax: (903) 595-5289 |
||||
Branch of 1051 Temple |
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
MCR | 45-7096 | Medicare under parent |
||||||
BID | 45Q7096006 | Medicare Branch ID Number |
||||||
[previously assigned to Stephenville, TX] |
Gentiva | Page 15 of 15 | |||
Harden Home Health Locations |
1053 Girling Health Care, Inc. | Tax ID: 74-2115034 | |||
Girling Home Health TEXAS BY HARDEN HEALTHCARE |
||||
1501 East Mockingbird Lane |
||||
Suite 301 |
||||
Victoria, TX 77904-2153 |
Co. Victoria | |||
Phone: (361) 576-2179 |
||||
Fax: (361) 578-4972 |
||||
Branch of 1039 Corpus Christi |
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
MCR | 45-7126 | Medicare under parent |
||||||
BID | 45Q7126001 | Medicare Branch ID Number |
||||||
MCD | Medicaid under parent |
|||||||
MCD | Medicaid DME under parent |
1054 Girling Health Care, Inc. | Tax ID: 74-2115034 | |||
Girling Home Health TEXAS BY HARDEN HEALTHCARE |
||||
8300 Central Park Drive |
||||
Suite G |
||||
Waco, TX 76712-6666 Co. McLennan |
||||
Phone: (254) 751-0200 |
||||
Fax: (254) 751-9967 |
||||
Branch of 1051 Temple |
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
MCR | 45-7096 | Medicare under parent |
||||||
BID | 45Q7096003 | Medicare Branch ID Number |
1055 Girling Health Care, Inc. | Tax ID: 74-2115034 | |||
Girling Home Health TEXAS BY HARDEN HEALTHCARE |
||||
1614 North Alabama Road |
||||
Wharton, TX 77488-3204 |
Co. Wharton | |||
Phone: (979) 282-8822 |
||||
Fax: (979) 282-7755 |
||||
Branch of 1034 Bellaire |
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
MCR | 45-7222 | Medicare under parent |
||||||
BID | 45Q7222003 | Medicare Branch ID Number |
||||||
MCD | Medicaid under parent |
|||||||
MCD | Medicaid DME under parent |
WEST VIRGINIA (CON State)
1056 Nursing Care Home Health Agency, Inc. Tax ID: 55-0633030 | ||||
Girling Health Care |
||||
46 Friendly Neighbor Dr. |
||||
Chapmanville, WV 25508-2550 |
Co. Logan | |||
Phone: (304) 855-7104 |
||||
Fax: (304) 855-1131 |
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
CON | WV | 07-WV-8528-A | Certificate of need |
|||||
MCR | 51-7060 | Medicare (CGS) |
||||||
MCD | WV | 0005060000 | Medicaid |
|||||
NPI | 1801870811 | NPI |
Gentiva | Page 1 | |||
Hospice Locations | of 46 |
ALABAMA (CON State)
2510 Wiregrass Hospice, LLC Tax ID: 82-0559182
Gentiva Hospice
2305 Hand Ave.
Suite 3 & 4
Bay Minette, AL 36507-4198 Co. Baldwin
Phone: (251)937-3804
Fax: (251)937-3805
ADS of 2498 Dothan
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
LIC | AL | E0217 | Hospice License (Facility ID) |
08/26/03 | ||||
MCR | 01-1522 | Medicare Under Parent |
03/21/05 | |||||
MCD | AL | PIC1014E | Medicaid |
06/01/06 | ||||
CLI | 01D1049391 | CLIA Waiver |
||||||
OTH | AL | 069-P2448 | SHPDA ID Under Parent |
06/02/11 |
2494 Wiregrass Hospice, LLC Tax ID: 82-0559182
Gentiva Hospice
2000B SouthBridge Parkway
Suite 150
Birmingham, AL 35209-7709 Co. Jefferson
Phone: (205)870-4340
Fax: (205)870-9928
ADS - Jasper 02689
ADS - Clanton 02691
ADS - Oxford 02690
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
LIC | AL | E3733 | Hospice License (Facility ID) |
04/21/04 | ||||
NPI | 1184897092 | NPI |
04/11/08 | |||||
MCR | 01-1675 | Medicare (Palmetto) |
08/27/08 | |||||
MCD | AL | 106066 | Medicaid |
08/27/08 | ||||
CLI | 01D1020616 | CLIA Waiver |
||||||
CON | AL | 2298-HPC-E | CON |
11/04/09 | ||||
CON | AL | 2447-HPC | CON |
07/01/10 | ||||
OTH | AL | 073-P2447 | SHPDA ID |
06/07/11 |
2778 Odyssey HealthCare Operating B, LP Tax ID: 75-2937832
Gentiva Hospice
2000B SouthBridge Parkway
Suite 425
Birmingham, AL 35209-7709 Co. Jefferson
Phone: (205)870-4782
Fax: (205)423-8477
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
LIC | AL | E3715 | Hospice License (Facility ID) |
05/28/98 | ||||
NPI | 1669473039 | NPI |
08/09/05 | |||||
MCR | 01-1570 | Medicare (Palmetto) |
05/28/98 | |||||
MCD | AL | PIC1570E | Medicaid |
07/01/98 | ||||
CON | AL | 2461-HPC | CON |
08/05/10 | ||||
CON | AL | 2378-HPC | CON |
04/01/10 | ||||
OTH | AL | 073-P2461 | SHPDA ID Number |
12/15/10 |
Gentiva | Page 2 | |||
Hospice Locations | of 46 |
2691 Wiregrass Hospice, LLC Tax ID: 82-0559182
Gentiva Hospice
118 6th Street South
Suite 504
Clanton, AL 35045-3540 Co. Chilton
Phone: (205)755-1505
Fax: (205)755-1530
ADS of 2494 Birmingham
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
LIC | AL | E1106 | Hospice License (Facility ID) |
12/16/96 | ||||
MCR | 01-1675 | Medicare Under Parent |
01/01/10 | |||||
MCD | AL | 117215 | Medicaid |
01/01/10 | ||||
CLI | 01D0954286 | CLIA Waiver |
||||||
OTH | AL | 073-P2447 | SHPDA ID Under Parent |
06/07/11 |
2700 Wiregrass Hospice, LLC Tax ID: 82-0559182
Gentiva Hospice
1213 Cullman Shopping Center SW
Cullman, AL 35055-2859 Co. Cullman
Phone: (256)737-7234
Fax: (256)737-7356
ADS of 2648 Huntsville
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
LIC | AL | E2204 | Hospice License (Facility ID) |
11/17/05 | ||||
MCR | 01-1674 | Medicare Under Parent |
05/01/10 | |||||
MCD | AL | 120491 | Medicaid |
05/01/10 | ||||
CLI | 01D1040361 | CLIA Waiver |
||||||
OTH | AL | 089-P2345 | SHPDA ID Under Parent |
09/30/10 |
2786 Odyssey HealthCare Operating B, LP Tax ID: 75-2937832
Gentiva Hospice
9805 Millwood Circle
Suite D
Daphne, AL 36526-7454 Co. Baldwin
Phone: (251)621-2500
Fax: (251)621-7901
ADS of 2785 Mobile
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
LIC | AL | E0209 | Hospice License (Facility ID) |
07/26/06 | ||||
MCR | 01-1605 | Medicare Under Parent |
07/26/06 | |||||
MCD | AL | PIC1036E | Medicaid |
06/26/06 | ||||
OTH | AL | 097-P2469 | SHPDA ID Under Parent |
12/14/10 |
Gentiva | Page 3 | |||
Hospice Locations | of 46 |
2498 Wiregrass Hospice, LLC Tax ID: 82-0559182
Gentiva Hospice
2740 Headland Avenue
Dothan, AL 36303-1236 Co. Houston
Phone: (334)792-1100
Fax: (334)671-4168
ADS - Enterprise 02703
ADS - Bay Minette 02510
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
LIC | AL | E3501 | Hospice License (Facility ID) |
01/09/03 | ||||
NPI | 1770519324 | NPI |
06/24/06 | |||||
MCR | 01-1522 | Medicare (Palmetto) |
12/01/99 | |||||
MCD | AL | PIC 1522E | Medicaid |
09/01/99 | ||||
CLI | 01D0877928 | CLIA Waiver |
||||||
CON | AL | 2297-HPC-E | CON |
11/05/09 | ||||
CON | AL | 2448-HPC | CON |
07/01/10 | ||||
OTH | AL | 069-P2448 | SHPDA ID |
06/02/11 |
2703 Wiregrass Hospice, LLC Tax ID: 82-0559182
Gentiva Hospice
1208 Rucker Blvd.
Suite A
Enterprise, AL 36330-3634 Co. Coffee
Phone: (334)347-3353
Fax: (334)308-9999
ADS of 2498 Dothan
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
LIC | AL | E1606 | Hospice License (Facility ID) |
08/24/06 | ||||
MCR | 01-1522 | Medicare Under Parent |
03/21/05 | |||||
MCD | AL | PIC 1017E | Medicaid |
06/01/06 | ||||
CLI | 01D0899041 | CLIA Waiver |
||||||
OTH | AL | 069-P2448 | SHPDA ID Under Parent |
06/02/11 |
2701 Wiregrass Hospice, LLC Tax ID: 82-0559182
Gentiva Hospice
2530 Florence Blvd.
Southern Square
Suite B
Florence, AL 35630-6034 Co. Lauderdale
Phone: (256)764-0873
Fax: (256)766-6898
ADS of 2648 Huntsville
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
LIC | AL | E3905 | Hospice License (Facility ID) |
07/15/04 | ||||
MCR | 01-1674 | Medicare Under Parent |
05/01/10 | |||||
MCD | AL | 120360 | Hospice Medicaid |
05/01/10 | ||||
CLI | 01D1026861 | CLIA Waiver |
||||||
OTH | AL | 089-P2345 | SHPDA ID Under Parent |
09/30/10 |
Gentiva | Page 4 | |||
Hospice Locations | of 46 |
2648 Wiregrass Hospice, LLC Tax ID: 82-0559182
Gentiva Hospice
303 Williams Avenue SW
Suite 116
Huntsville, AL 35801-6001 Co. Madison
Phone: (256)519-8808
Fax: (256)519-8809
ADS - Florence 02701
ADS - Cullman 02700
ADS - Rainbow City 02702
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
LIC | AL | E4505 | Hospice License (Facility ID) |
12/17/03 | ||||
NPI | 1568635472 | NPI |
04/11/08 | |||||
MCR | 01-1674 | Medicare (Palmetto) |
08/28/08 | |||||
MCD | AL | PIC1021E | Medicaid |
08/28/08 | ||||
CLI | 01D1020277 | CLIA Waiver |
||||||
CON | AL | 2345-HPC | CON (see Org Unit Commets) |
03/04/10 | ||||
OTH | AL | 089-P2345 | SHPDA ID |
09/30/10 |
2689 Wiregrass Hospice, LLC Tax ID: 82-0559182
Gentiva Hospice
4330 Hwy 78 E.
Jasper, AL 35501-8905 Co. Walker
Phone: (205)384-3882
Fax: (205)384-3733
ADS of 2494 Birmingham
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
LIC | AL | E6403 | Hospice License (Facility ID) |
08/25/05 | ||||
MCR | 01-1675 | Medicare Under Parent |
01/01/10 | |||||
MCD | AL | 117218 | Medicaid |
01/01/10 | ||||
CLI | 01D1040358 | CLIA Waiver |
||||||
OTH | AL | 073-P2447 | SHPDA ID Under Parent |
06/07/11 |
2785 Odyssey HealthCare Operating B, LP Tax ID: 75-2937832
Gentiva Hospice
2800 Dauphin Street
Suite 103
Mobile, AL 36606-2400 Co. Mobile
Phone: (251)478-9900
Fax: (251)478-9902
ADS - Daphne 02786
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
LIC | AL | E4906 | Hospice License (Facility ID) |
|||||
NPI | 1184625717 | NPI |
08/04/05 | |||||
MCR | 01-1605 | Medicare (Palmetto) |
08/28/03 | |||||
MCD | AL | PIC1605E | Medicaid |
08/28/03 | ||||
CLI | 01D1012560 | CLIA Waiver |
||||||
CON | AL | 2377-HPC | CON |
04/01/10 | ||||
CON | AL | 2469-HPC | CON |
09/02/10 | ||||
OTH | AL | 097-P2469 | SHPDA ID Number |
12/14/10 |
Gentiva | Page 5 | |||
Hospice Locations | of 46 |
2776 VistaCare USA, LLC Tax ID: 86-0914505
Gentiva Hospice
7075 Halcyon Park Drive
Suite 202
Montgomery, AL 36117-7763 Co. Montgomery
Phone: (334)260-0015
Fax: (334)260-0603
ADS of 2775 Phenix City
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
LIC | AL | E5108 | Hospice License (Facility ID) |
09/08/05 | ||||
MCR | 01-1602 | Medicare Under Parent |
06/21/06 | |||||
MCD | AL | PIC1031E | Medicaid |
06/01/10 | ||||
OTH | AL | 113-P2485 | SHPDA ID Under Parent |
12/14/10 |
2690 Wiregrass Hospice, LLC Tax ID: 82-0559182
Gentiva Hospice
1825 Day Street
Oxford, AL 36203-8026 Co. Calhoun
Phone: (256)831-2964
Fax: (256)835-1417
ADS of 2494 Birmingham
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
LIC | AL | E0804 | Hospice License (Facility ID) |
04/15/05 | ||||
MCR | 01-1675 | Medicare Under Parent |
01/01/10 | |||||
MCD | AL | 117216 | Medicaid |
01/01/10 | ||||
CLI | 01D1040359 | CLIA Waiver |
05/06/05 | |||||
OTH | AL | 073-P2447 | SHPDA ID Under Parent |
06/07/11 |
2775 VistaCare USA, LLC Tax ID: 86-0914505
Gentiva Hospice
3615 South Railroad Street
Suite 3
Phenix City, AL 36867-2940 Co. Russell
Phone: (334)298-8898
Fax: (334)298-9535
ADS - Montgomery 02776
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
LIC | AL | E5702 | Hospice License (Facility ID) |
06/03/03 | ||||
NPI | 1326091273 | NPI |
05/19/06 | |||||
MCR | 01-1602 | Medicare (Palmetto) |
06/05/03 | |||||
MCD | AL | PIC1602E | Medicaid |
06/05/03 | ||||
CON | AL | 2485-HPC | CON |
09/02/10 | ||||
CON | AL | 2369-HPC | CON |
03/04/10 | ||||
OTH | AL | 113-P2485 | SHPDA ID Number |
12/14/10 |
Gentiva | Page 6 | |||
Hospice Locations | of 46 |
2702 Wiregrass Hospice, LLC Tax ID: 82-0559182
Gentiva Hospice
3225 Rainbow Drive
Suite S
Rainbow City, AL 35906-5861 Co. Etowah
Phone: (256)442-3208
Fax: (256)442-3968
ADS of 2648 Huntsville
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
LIC | AL | E2804 | Hospice License (Facility ID) |
04/15/05 | ||||
MCR | 01-1674 | Medicare Under Parent |
05/01/10 | |||||
MCD | AL | 123239 | Medicaid |
05/01/10 | ||||
CLI | 01D1040371 | CLIA Waiver |
05/06/05 | |||||
OTH | AL | 089-P2345 | SHPDA ID Under Parent |
09/30/10 |
ARKANSAS
2880 Odyssey HealthCare Operating A, LP Tax ID: 75-2752908
Gentiva Hospice
1004 Van Ronkle Street
Suite 1
Conway, AR 72032-4333 Co. Faulkner
Phone: (501)764-1626
ADS of 2752 Little Rock
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
LIC | AR | AR4949 | Hospice License |
03/05/13 | ||||
MCR | 04-1561 | Medicare Under Parent |
11/20/12 | |||||
MCD | AR | 197927747 | Hospice Medicaid |
11/20/12 |
2879 Odyssey HealthCare Operating A, LP Tax ID: 75-2752908
Gentiva Hospice
2212 Malvern Avenue
Suite 3
Hot Springs, AR 71901-8043 Co. Garland
Phone: (501)321-1440
ADS of 2752 Little Rock
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
LIC | AR | AR4950 | Hospice License |
03/05/13 | ||||
MCR | 04-1561 | Medicare Under Parent |
11/20/12 | |||||
MCD | AR | 197926747 | Hospice Medicaid |
11/20/12 |
2752 Odyssey HealthCare Operating A, LP Tax ID: 75-2752908
Gentiva Hospice
10800 Financial Centre Parkway
Suite 380
Little Rock, AR 72211-3508 Co. Pulaski
Phone: (501)223-8868
Fax: (501)217-4975
ADS - Conway 02880
ADS - Hot Springs 02879
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
LIC | AR | AR4653 | Hospice License |
04/01/01 | ||||
NPI | 1750382750 | NPI |
08/02/05 | |||||
MCR | 04-1561 | Medicare (Palmetto) |
04/01/01 | |||||
MCD | AR | 145426747 | Medicaid |
11/27/96 |
Gentiva | Page 7 | |||
Hospice Locations | of 46 |
ARIZONA
2856 Odyssey HealthCare Operating A, LP Tax ID: 75-2752908
Gentiva Hospice
5210 East Williams Circle
Suite 300
Tucson, AZ 85711-4479 Co. Pima
Phone: (520)577-0270
Fax: (520)577-0450
IPU - Tucson 02857
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
LIC | AZ | HSPC-1059 | Hospice License |
|||||
NPI | 1295736270 | NPI |
08/02/05 | |||||
MCR | 03-1538 | Medicare (NGS) |
11/01/99 | |||||
MCD | AZ | 648404 | Medicaid |
04/08/02 |
2857 Odyssey HealthCare Operating A, LP Tax ID: 75-2752908
Gentiva Hospice
750 East Foothills Drive
Tucson, AZ 85718-4747 Co. Pima
Phone: (520)292-3955
Fax: (520)292-3488
IPU of 2856 Tucson
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
LIC | AZ | HSPC-2177 | Hospice In-Patient Unit License |
|||||
MCR | 03-1538 | Medicare Under Parent |
11/01/99 | |||||
MCDP | AZ | N/A | Medicaid Under Parent |
|||||
CLI | 03D0953968 | CLIA Waiver |
CALIFORNIA
2835 Odyssey HealthCare Operating A, LP Tax ID: 75-2752908
Gentiva Hospice
5001 East Commercecenter Drive
Suite 140
Bakersfield, CA 93309-1687 Co. Kern
Phone: (661)324-1232
Fax: (661)324-0931
ADS - Tulare 02836
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
LIC | CA | 070000582 | Hospice License |
06/01/02 | ||||
NPI | 1740281633 | NPI |
08/02/05 | |||||
MCR | 05-1740 | Medicare (NGS) |
06/01/02 | |||||
MCD | CA | HPC01740G | Medicaid |
08/27/02 | ||||
MDW | CA | FA0032722 | Medical Waste Limited Exempt Hauler |
10/29/09 |
Gentiva | Page 8 | |||
Hospice Locations | of 46 |
2838 Odyssey HealthCare Operating A, LP Tax ID: 75-2752908
Gentiva Hospice
2355 Main Street
Suite 230
Irvine, CA 92614-4291 Co. Orange
Phone: (949)251-8832
Fax: (949)260-9847
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
LIC | CA | 080000713 | Hospice License |
|||||
NPI | 1699776575 | NPI |
08/02/05 | |||||
MCR | 05-1572 | Medicare (NGS) |
08/01/99 | |||||
MCD | CA | HPC00003I | Medicaid |
07/01/01 |
2839 Odyssey HealthCare Operating A, LP Tax ID: 75-2752908
Odyssey Hospice
36947 Cook Street, Bldg 10
Suite 102
Palm Desert, CA 92211-6078 Co. Riverside
Phone: (760)346-2816
Fax: (760)341-5620
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
LIC | CA | 080000724 | Hospice License |
|||||
NPI | 1043211931 | NPI |
08/02/05 | |||||
MCR | 05-1716 | Medicare (NGS) |
09/01/01 | |||||
MCD | CA | HPC01716G | Medicaid |
09/01/01 | ||||
MDW | CA | FA0040213 | 07/26/13 |
2834 Odyssey HealthCare Operating A, LP Tax ID: 75-2752908
Gentiva Hospice
6140 Stoneridge Mall Road
Suite 175
Pleasanton, CA 94588-3233 Co. Alameda
Phone: (925)737-0203
Fax: (925)737-0245
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
LIC | CA | 550000790 | Hospice License |
|||||
NPI | 1881899250 | NPI |
06/18/07 | |||||
MCR | 55-1562 | Medicare (NGS) |
11/07/09 | |||||
MCD | CA | 1881899250 | Medicaid |
11/07/09 |
2841 Odyssey HealthCare Operating A, LP Tax ID: 75-2752908
Gentiva Hospice
225 West Hospitality Lane
Suite 102
San Bernardino, CA 92408-3244 Co. San Bernardino
Phone: (909)888-5000
Fax: (909)888-4040
ADS - Victorville 02842
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
LIC | CA | 080000736 | Hospice License |
|||||
NPI | 1053312033 | NPI |
08/02/05 | |||||
MCR | 05-1593 | Medicare (NGS) |
08/01/99 | |||||
MCD | CA | HPC01593H | Medicaid |
07/01/01 | ||||
MDW | FA0000189 | Small & Limited Quality Hauling Permit |
Gentiva | Page 9 | |||
Hospice Locations | of 46 |
2843 Odyssey HealthCare Operating A, LP Tax ID: 75-2752908
Gentiva Hospice
9444 Balboa Avenue
Suite 290
San Diego, CA 92123-4901 Co. San Diego
Phone: (858)565-2499
Fax: (858)565-2548
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
LIC | CA | 080000595 | Hospice License |
|||||
NPI | 1346241056 | NPI |
08/03/05 | |||||
MCR | 05-1717 | Medicare (NGS) |
11/01/99 | |||||
MCD | CA | HPC01717H | Medicaid |
07/01/01 | ||||
MDW | CA | 154768 | LQHE and HMED |
2844 Odyssey HealthCare Operating A, LP Tax ID: 75-2752908
Gentiva Hospice
2055 Gateway Place
Suite 600
San Jose, CA 95110-1083 Co. Santa Clara
Phone: (408)441-0223
Fax: (408)441-0244
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
LIC | CA | 070000417 | Hospice License |
|||||
NPI | 1033110994 | NPI |
08/02/05 | |||||
MCR | 05-1693 | Medicare (NGS) |
06/01/98 | |||||
MCD | CA | HPC01693H | Medicaid |
06/01/98 |
2836 Odyssey HealthCare Operating A, LP Tax ID: 75-2752908
Gentiva Hospice
1116 Leland Avenue
Tulare, CA 93274-7811 Co. Tulare
Phone: (559)685-9218
Fax: (559)685-8793
ADS of 2835 Bakersfield
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
LIC | CA | 070000582 | Licensed Under Parent |
02/18/11 | ||||
MCR | 05-1740 | Medicare Under Parent |
01/07/11 |
2842 Odyssey HealthCare Operating A, LP Tax ID: 75-2752908
Gentiva Hospice
17290 Jasmine Street
Suite 104
Victorville, CA 92395-8300 Co. San Bernardino
Phone: (760)241-7044
Fax: (760)241-7255
ADS of 2841 San Bernardino
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
LUP | CA | N/A | Licensed Under Parent |
|||||
MCR | 05-1593 | Medicare Under Parent |
02/25/08 | |||||
MCDP | CA | N/A | Medicaid Under Parent |
02/25/08 |
Gentiva | Page 10 | |||
Hospice Locations | of 46 |
COLORADO
2798 Odyssey HealthCare Operating A, LP Tax ID: 75-2752908
Gentiva Hospice
5526 N Academy Blvd.
Suite 108
Colorado Springs, CO 80918-3688 Co. El Paso
Phone: (719)573-4166
Fax: (719)573-4164
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
LIC | CO | 1705DD | Hospice License |
|||||
NPI | 1811998826 | NPI |
08/02/05 | |||||
MCR | 06-1531 | Medicare (CGS) |
07/01/01 | |||||
MCD | CO | 13175041 | Medicaid |
07/01/02 |
2900 VistaCare USA, LLC Tax ID: 86-0914505
Gentiva Hospice
1615 Foxtrail Drive
Suite 4A
Loveland, CO 80538-9082 Co. Larimer
Phone: (970)667-0057
Fax: (970)667-0077
ADS of 2799 Wheat Ridge
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
LIC | CO | 17N611 | Hospice License |
07/10/13 | ||||
MCR | 06-1544 | Medicare Under Parent |
03/01/13 |
2799 VistaCare USA, LLC Tax ID: 86-0914505
Gentiva Hospice
4350 Wadsworth Blvd.
Suite 250
Wheat Ridge, CO 80033-4653 Co. Jefferson
Phone: (303)639-9243
Fax: (303)639-9238
ADS - Loveland 02900
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
LIC | CO | 17044T | Hospice License |
|||||
NPI | 1134174238 | NPI (Part A) |
05/24/06 | |||||
MCR | 06-1544 | Medicare (Palmetto) |
08/27/98 | |||||
MCD | CO | 05800404 | Medicaid |
08/27/98 |
FLORIDA (CON State)
2885 Hospice of the Emerald Coast, Inc. Tax ID: 62-1805874
Emerald Coast Hospice
1330 S. Boulevard
Chipley, FL 32428-1846 Co. Washington
Phone: (850)638-8787
Fax: (850)638-8788
ADS of 2504 Panama City
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
LUP | FL | 5001096 | Licensed Under Parent |
09/05/12 | ||||
MCR | 10-1537 | Medicare Part A Under Parent |
09/05/12 | |||||
MCDP | FL | 150009100 | Medicaid Under Parent |
09/05/12 | ||||
CLIP | N/A | CLIA Under Parent |
09/05/12 | |||||
MDW | FL | 67-64-1421222 | BioMedical Waste Permit |
07/19/12 |
Gentiva | Page 11 | |||
Hospice Locations | of 46 |
2496 Hospice of the Emerald Coast, Inc. Tax ID: 62-1805874
Emerald Coast Hospice
550 Redstone Ave. West
Suite 310
Crestview, FL 32536-6434 Co. Okaloosa
Phone: (850)689-0300
Fax: (850)689-0307
ADS of 2504 Panama City
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
LUP | FL | 5001096 | Licensed Under parent |
|||||
MCR | 10-1537 | Medicare Under parent |
||||||
MCDP | FL | 150009100 | Medicaid Under parent |
|||||
CLI | 10D1001168 | CLIA Waiver |
||||||
MDW | FL | 46-64-00251 | Biomedical Waste Permit - Escambia County |
03/15/07 |
2755 Odyssey HealthCare of Marion County, LLC Tax ID: 75-3238731
Gentiva Hospice
1717 North Clyde Morris Blvd.
Suite 130
Daytona Beach, FL 32117-5532 Co. Volusia
Phone: (386)274-1004
Fax: (386)274-3388
ADS of 2753 Miami
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
LUP | FL | N/A | License Under Parent |
10/01/09 | ||||
MCR | 10-1548 | Medicare Under Parent |
10/01/09 | |||||
MCDP | FL | 001572800 | Medicaid Under Parent |
10/01/09 | ||||
ANRP | FL | 9731 | CON Compliance Report |
10/07/04 | ||||
CON | FL | 9731 | CON |
10/07/04 | ||||
MDW | 64-64-1436989 | Biomedical Waste Permit - Volusia CHD |
10/25/12 |
2599 Hospice of the Emerald Coast, Inc. Tax ID: 62-1805874
Emerald Coast Hospice
340 Beal Parkway NW
Suite C
Fort Walton Beach, FL 32548-3924 Co. Okaloosa
Phone: (850)862-1069
Fax: (850)862-5019
ADS of 2504 Panama City
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
LUP | FL | 5001096 | Licensed Under Parent |
09/24/07 | ||||
MCR | 10-1537 | Medicare Under Parent |
09/24/07 | |||||
MCDP | FL | 150009100 | Medicaid Under Parent |
09/24/07 | ||||
CLI | 10D1089075 | CLIA Waiver |
09/10/08 | |||||
MDW | FL | 46-64-00361 | BioMedical Waste Permit |
10/09/07 |
Gentiva | Page 12 | |||
Hospice Locations | of 46 |
2754 Odyssey HealthCare of Marion County, LLC Tax ID: 75-3238731 |
Gentiva Hospice |
100360 Overseas Highway |
Suite 5 |
Key Largo, FL 33037-2045 Co. Monroe |
Phone: (305)453-3000 |
Fax: (305)453-3001 |
ADS of 2753 Miami |
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
LUP | FL | N/A | Licensed Under Parent |
02/19/07 | ||||
MCR | 10-1548 | Medicare Under Parent |
02/19/07 | |||||
MCDP | FL | 001572800 | Medicaid Under Parent |
02/19/07 | ||||
CON | FL | 9798 | CON |
07/05/05 |
2501 Hospice of the Emerald Coast, Inc. Tax ID: 62-1805874 |
Emerald Coast Hospice |
4374 Lafayette Street |
Marianna, FL 32446-3356 Co. Jackson |
Phone: (850)526-3577 |
Fax: (850)526-3578 |
ADS of 2504 Panama City |
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
LUP | FL | 5001096 | Licensed Under parent |
|||||
MCR | 10-1537 | Medicare Under parent |
||||||
MCDP | FL | 150009100 | Medicaid Under Parent |
|||||
CLI | 10D1001171 | CLIA Waiver |
||||||
MDW | FL | 32-64-00774 | BioMedical Waste Exemption |
2753 Odyssey HealthCare of Marion County, LLC Tax ID: 75-3238731 |
Gentiva Hospice |
6161 Blue Lagoon Drive |
Suite 170 |
Miami, FL 33126-2045 Co. Dade |
Phone: (786)388-1400 |
Fax: (786)388-1401 |
ADS - Palm Coast 02756
ADS - Key Largo 02754
ADS - Ocala 02757
ADS - Daytona Beach 02755
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
LIC | FL | 50370970 | Hospice License |
03/17/06 | ||||
NPI | 1114159902 | NPI |
08/13/09 | |||||
MCR | 10-1548 | Medicare (Palmetto) |
06/05/06 | |||||
MCD | FL | 001572800 | Medicaid |
06/05/06 | ||||
ANRP | FL | 9798 | Annual Report |
07/08/05 | ||||
CON | FL | 10019 | Certificate of Need |
06/01/09 | ||||
CON | FL | 9798 | Certificate of Need |
07/08/05 | ||||
CON | FL | 9731 | Certificate of Need |
10/07/04 |
Gentiva | Page 13 | |||
Hospice Locations | of 46 |
2757 Odyssey HealthCare of Marion County, LLC Tax ID: 75-3238731
Gentiva Hospice
1320 SE 25th Loop
Suite 101
Ocala, FL 34471-1024 Co. Marion
Phone: (352)622-9331
Fax: (352)622-6418
ADS of 2753 Miami
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
LUP | FL | N/A | Licensed Under Parent |
01/01/10 | ||||
MCR | 10-1548 | Medicare Under Parent |
01/01/10 | |||||
MCDP | FL | 001572800 | Medicaid Under Parent |
06/01/10 | ||||
ANRP | FL | 10019 | CON Compliance Report |
06/01/09 | ||||
CON | FL | 10019 | CON |
06/01/09 |
2695 Hospice of the Emerald Coast, Inc. Tax ID: 62-1805874
Emerald Coast Hospice
4212 Highway 90
Pace, FL 32571-2000 Co. Santa Rosa
Phone: (850)995-4664
Fax: (850)995-8977
ADS of 2504 Panama City
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
LUP | FL | 5001096 | Licensed Under Parent |
03/01/11 | ||||
MCR | 10-1537 | Medicare Under Parent |
03/01/11 | |||||
MCDP | FL | 150009100 | Medicaid Under Parent |
03/01/11 | ||||
CLI | 10D2021941 | CLIA Waiver |
03/23/11 | |||||
MDW | FL | 57-64-1307883 | BioMedical Waste Permit, exempt from payint fee |
03/18/11 |
2756 Odyssey HealthCare of Marion County, LLC Tax ID: 75-3238731
Gentiva Hospice
4861 Palm Coast Parkway NW
Suite Unit 3
Palm Coast, FL 32137-3658 Co. Flagler
Phone: (386)597-6306
Fax: (386)597-6316
ADS of 2753 Miami
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
LUP | FL | N/A | Licensed Under Parent |
10/01/09 | ||||
MCR | 10-1548 | Medicare Under Parent |
10/01/09 | |||||
MCDP | FL | 001572800 | Medicaid Under Parent |
10/01/09 | ||||
ANRP | FL | 9731 | CON Compliance Report |
10/07/04 | ||||
CON | FL | 9731 | CON |
10/07/04 | ||||
MDW | FL | 18-64-1436756 | Biomedical Waste Permit - Flagler CHD |
Gentiva | Page 14 | |||
Hospice Locations | of 46 |
2504 Hospice of the Emerald Coast, Inc. Tax ID: 62-1805874
Emerald Coast Hospice
421 Oak Avenue
Panama City, FL 32401-2737 Co. Bay
Phone: (850)769-0055
Fax: (850)769-0321
ADS - Crestview 02496
ADS - Pensacola 02505
ADS - Pace 02695
ADS - Marianna 02501
ADS - Fort Walton Beach 02599
ADS - Chipley 02885
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
LIC | FL | 5001096 | Hospice License |
|||||
NPI | 1952337149 | NPI |
06/23/06 | |||||
MCR | 10-1537 | Medicare (Palmetto) |
02/29/00 | |||||
MCD | FL | 1500091 | Medicaid |
|||||
ANRP | FL | 8377 | CON Compliance Report |
|||||
CLI | 10D1001178 | CLIA Waiver |
||||||
CON | FL | 6368 | CON(no annual compliance report) |
02/23/91 | ||||
CON | FL | 8377 | CON |
07/30/97 | ||||
MDW | FL | 03-64-00230 | BioMedical Waste Permit - Bay CHD |
2505 Hospice of the Emerald Coast, Inc. Tax ID: 62-1805874
Emerald Coast Hospice
1555 North Palafox Street
Pensacola, FL 32501-2134 Co. Escambia
Phone: (850)438-2201
Fax: (850)438-2299
ADS of 2504 Panama City
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
LUP | FL | 5001096 | Under parent |
|||||
MCR | 10-1537 | Under parent |
||||||
MCDP | FL | 150009100 | ||||||
CLI | 10D1001635 | |||||||
MDW | FL | 17-64-00467 | Exempt from paying yearly fee |
GEORGIA
2761 Odyssey HealthCare Operating B, LP Tax ID: 75-2937832
Gentiva Hospice
855 Gaines School Road
Suite G
Athens, GA 30605-3131 Co. Clarke
Phone: (706)549-5736
Fax: (706)208-1530
ADS - Gainesville 02762
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
LIC | GA | 029-202-H | Hospice License |
03/16/04 | ||||
NPI | 1427040765 | NPI |
08/22/05 | |||||
MCR | 11-1612 | Medicare (Palmetto) |
06/21/04 | |||||
MCD | GA | 000769216D | Medicaid |
07/01/04 | ||||
OTH | GA | HSPC001133 | License Activity Fee |
10/31/10 |
Gentiva | Page 15 | |||
Hospice Locations | of 46 |
2765 Odyssey HealthCare Operating B, LP Tax ID: 75-2937832
Gentiva Hospice
2302 Parklake Drive NE
Suite 150
Atlanta, GA 30345-2918 Co. Dekalb
Phone: (678)937-1800
Fax: (678)937-1901
IPU - Decatur 02766
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
LIC | GA | 060-090-H | Hospice License |
07/01/01 | ||||
NPI | 1467453092 | NPI |
08/04/05 | |||||
MCR | 11-1558 | Medicare (Palmetto) |
10/30/97 | |||||
MCD | GA | 000769216A | Medicaid |
10/01/01 | ||||
OTH | GA | HSPC001072 | License Activity Fee |
10/31/10 |
2767 VistaCare USA, LLC Tax ID: 86-0914505
Gentiva Hospice
3101 Towercreek Pkwy SE
Suite 225
Atlanta, GA 30339-3256 Co. Fulton
Phone: (770)952-5574
Fax: (770)952-5575
IPU - Atlanta 02862
IPU - Atlanta 02861
ADS - Douglasville 02769
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
LIC | GA | 033-113-H | Hospice License |
08/26/98 | ||||
NPI | 1043257934 | NPI |
06/01/06 | |||||
MCR | 11-1544 | Medicare (Palmetto) |
08/26/98 | |||||
MCD | GA | 000821257A | Medicaid |
05/01/99 | ||||
OTH | GA | HSPC001005 | License Activity Fee |
10/31/10 |
2861 VistaCare USA, LLC Tax ID: 86-0914505
Gentiva Hospice
1364 Clifton Rd NE
Suite Unit 5G
Atlanta, GA 30322-1059 Co. Dekalb
Phone: (404)712-3530
Fax: (404)712-4046
IPU of 2767 Atlanta
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
LUP | GA | N/A | Hospice In-Patient Unit Licensed Under Parent |
11/09/10 | ||||
MCR | 11-1544 | Medicare Under Parent |
11/09/10 | |||||
MCD | 000821257H | Medicaid |
06/01/11 | |||||
CLI | 11D2023836 | CLIA Waiver |
05/04/11 |
Gentiva | Page 16 | |||
Hospice Locations | of 46 |
2862 VistaCare USA, LLC Tax ID: 86-0914505
Gentiva Hospice
550 Peachtree St. NE
Suite Unit 32
Atlanta, GA 30308-2247 Co. Fulton
Phone: (404)686-3034
Fax: (404)686-3039
IPU of 2767 Atlanta
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
LUP | GA | N/A | Hospice In-Patient Unit Licensed Under Parent |
11/09/10 | ||||
MCR | 11-1544 | Medicare Under Parent |
11/09/10 | |||||
MCD | GA | 000821257C | Medicaid |
02/01/11 | ||||
CLI | 11D2023838 | CLIA Waiver |
05/04/11 |
2872 Odyssey HealthCare of Augusta, LLC Tax ID: 26-0711782
Gentiva Hospice
3508 Professional Circle
Suite A
Augusta, GA 30907-8232 Co. Richmond
Phone: (706)210-5900
Fax: (706)228-1601
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
LIC | GA | 036-0293-H | Hospice License |
01/30/08 | ||||
NPI | 1235270505 | NPI |
11/09/07 | |||||
MCR | 11-1667 | Medicare (Palmetto) |
01/30/08 | |||||
MCD | GA | 000769216F | Medicaid |
03/01/08 | ||||
OTH | GA | HSPC001222 | License Activity Fee |
10/31/10 |
2495 Wiregrass Hospice, LLC Tax ID: 82-0559182
Gentiva Hospice
432 East Shotwell St.
Bainbridge, GA 39819-4058 Co. Decatur
Phone: (229)246-6330
Fax: (229)248-1679
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
LIC | GA | 043-084-H | Hospice License |
|||||
NPI | 1063448645 | NPI |
06/24/06 | |||||
MCR | 11-1556 | Medicare (Palmetto) |
01/01/03 | |||||
MCD | GA | 000641154A | Medicaid |
|||||
CLI | 11D0903727 | CLIA Waiver |
||||||
OTH | GA | HSPC001011 | License Activity Fee |
10/31/10 |
2482 Healthfield Hospice Services, LLC Tax ID: 58-2284736
Gentiva Hospice
34 Center Road
Cartersville, GA 30121-2956 Co. Bartow
Phone: (770)383-3565
Fax: (770)383-3566
ADS - Stockbridge 02483
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
LIC | GA | 033-229-H | Hospice License |
04/30/05 | ||||
NPI | 1932137783 | NPI |
06/29/06 | |||||
MCR | 11-1528 | Medicare (Palmetto) |
||||||
MCD | GA | 000510386A | Medicaid |
|||||
CLI | 11D0680939 | CLIA Waiver· |
||||||
OTH | GA | HSPC001065 | License Activity Fee |
10/31/10 |
Gentiva | Page 17 | |||
Hospice Locations | of 46 |
2770 VistaCare USA, LLC Tax ID: 86-0914505
Gentiva Hospice
100 Brookstone Centre Parkway
Columbus, GA 31904-2990 Co. Muscogee
Phone: (706)653-0835
Fax: (706)653-8067
IPU - Columbus 02771
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
LIC | GA | 106-233-H | Hospice License |
04/20/99 | ||||
NPI | 1801834593 | NPI |
06/03/06 | |||||
MCR | 11-1560 | Medicare (Palmetto) |
08/26/98 | |||||
MCD | GA | 000821268A | Medicaid |
09/26/98 | ||||
OTH | GA | HSPC001073 | License Activity Fee |
10/31/10 |
2771 VistaCare USA, LLC Tax ID: 86-0914505
Gentiva Hospice
2425 Williams Road,
2nd Floor
Columbus, GA 31909-1676 Co. Muscogee
Phone: (706)649-3900
Fax: (706)649-5053
IPU of 2770 Columbus
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
LUP | GA | N/A | Hospice In-Patient Unit Licensed Under Parent |
05/18/07 | ||||
MCR | 11-1560 | Medicare Under Parent |
05/18/07 | |||||
MCD | GA | 000821257F | Medicaid |
02/01/11 | ||||
CLI | 11D1061972 | CLIA Waiver |
12/04/06 |
2766 Odyssey HealthCare Operating B, LP Tax ID: 75-2937832
Gentiva Hospice
2362 Lawrenceville Hwy. Bldg. 2
Suite 200
Decatur, GA 30033-3176 Co. Dekalb
Phone: (404)235-7600
Fax: (404)235-7614
IPU of 2765 Atlanta
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
LUP | GA | N/A | Hospice In-Patient Unit Licensed under Parent |
09/08/05 | ||||
MCR | 11-1558 | Medicare Under Parent |
09/08/05 | |||||
MCD | 000769216H | Medicaid |
02/01/11 | |||||
CLI | 11D1011200 | CLIA Waiver |
04/03/03 | |||||
OTH | GA | 881598 | Food Permit |
2769 VistaCare USA, LLC Tax ID: 86-0914505
Gentiva Hospice
6458 Spring Street
Suite 100
Douglasville, GA 30134-1865 Co. Douglas
Phone: (770)489-4225
Fax: (770)489-8471
ADS of 2767 Atlanta
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
LUP | GA | N/A | Licensed Under Parent |
05/18/07 | ||||
MCR | 11-1544 | Medicare Under Parent |
05/18/07 | |||||
MCD | GA | 000821257D | Medicaid |
02/01/11 |
Gentiva | Page 18 | |||
Hospice Locations | of 46 |
2762 Odyssey HealthCare Operating B, LP Tax ID: 75-2937832
Gentiva Hospice
1100 Sherwood Park Drive NE
Suite 120
Gainesville, GA 30501-3426 Co. Hall
Phone: (770)533-4422
Fax: (770)533-4493
ADS of 2761 Athens
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
LUP | GA | N/A | Licensed Under Parent |
05/02/07 | ||||
MCR | 11-1612 | Medicare Under Parent |
05/02/07 | |||||
MCD | 000769216G | Medicaid |
02/01/11 |
2667 Healthfield Hospice Services, LLC Tax ID: 58-2284736
Gentiva Hospice
2525 Highway 34 E
Newnan, GA 30265-1329 Co. Coweta
Phone: (770)502-1104
Fax: (770)502-1227
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
LIC | GA | 038-0310-H | Hospice License |
09/02/08 | ||||
NPI | 1851323364 | NPI |
07/07/06 | |||||
MCR | 11-1675 | Medicare (Palmetto) |
11/06/08 | |||||
MCD | GA | 000510386C | Medicaid |
04/01/09 | ||||
CLI | 11D1093953 | CLIA Waiver |
01/07/09 | |||||
OTH | GA | HSPC001238 | License Activity Fee |
10/31/10 |
2758 Odyssey HealthCare of Savannah, LLC Tax ID: 26-0712052
Gentiva Hospice
5105 Paulsen St.
Suite 225-D
Savannah, GA 31405-4696 Co. Chatham
Phone: (912)352-8200
Fax: (912)352-8283
ADS - Statesboro 02759
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
LIC | GA | 025-213-H | Hospice License |
07/21/04 | ||||
NPI | 1477554947 | NPI |
08/09/05 | |||||
MCR | 11-1615 | Medicare (Palmetto) |
12/15/04 | |||||
MCD | GA | 127940560A | Medicaid |
01/01/05 | ||||
OTH | GA | HSPC001142 | License Activity Fee |
10/31/10 |
2759 Odyssey HealthCare of Savannah, LLC Tax ID: 26-0712052
Gentiva Hospice
1525 Fair Road
Suite 107
Statesboro, GA 30458-6118 Co. Bulloch
Phone: (912)212-2072
Fax: (912)212-2076
ADS of 2758 Savannah
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
LUP | GA | N/A | Licensed Under Parent |
10/01/07 | ||||
MCR | 11-1615 | Medicare Under Parent |
10/01/07 | |||||
MCD | GA | 127940560B | Medicaid |
02/01/11 |
Gentiva | Page 19 | |||
Hospice Locations | of 46 |
2483 Healthfield Hospice Services, LLC Tax ID: 58-2284736
Gentiva Hospice
216 Business Center Drive
Stockbridge, GA 30281-9087 Co. Henry
Phone: (770)389-5760
Fax: (770)389-5496
ADS of 2482 Cartersville
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
LUP | GA | 033-229-H | Licensed Under parent |
03/08/06 | ||||
MCR | 11-1528 | Medicare Under parent |
03/08/06 | |||||
MCD | GA | 000510386D | Medicaid |
06/01/11 |
2773 VistaCare USA, LLC Tax ID: 86-0914505
Gentiva Hospice
319 Margie Drive
Warner Robins, GA 31088-7818 Co. Houston
Phone: (478)953-1016
Fax: (478)953-1042
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
LIC | GA | 011-111-H | Hospice License |
08/26/98 | ||||
NPI | 1891733580 | NPI |
06/03/06 | |||||
MCR | 11-1559 | Medicare (Palmetto) |
08/26/98 | |||||
MCD | GA | 000821301A | Medicaid |
09/14/98 | ||||
OTH | GA | HSPC001034 | License Activity Fee |
10/31/10 |
IOWA
2874 Odyssey HealthCare Operating A, LP Tax ID: 75-2752908
Gentiva Hospice
900 Woodbury Ave.
Suite 6D
Council Bluffs, IA 51503-7855 Co. Pottawattmie
Phone: (712)352-0193
Fax: (712)352-0197
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
NPI | 1780987727 | NPI |
||||||
MCR | 16-1600 | Medicare (Cigna GS) |
03/22/12 | |||||
MCD | 1780987727 | Medicaid |
03/22/12 |
ILLINOIS
2712 Odyssey HealthCare Operating A, LP Tax ID: 75-2752908
Gentiva Hospice
85 West Algonquin Road
Suite 100
Arlington Heights, IL 60005-4420 Co. Cook
Phone: (847)439-0348
Fax: (847)439-0508
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
LIC | IL | 2002228 | Hospice License |
|||||
NPI | 1124029848 | NPI |
08/03/05 | |||||
MCR | 14-1608 | Medicare (Palmetto) |
09/05/02 | |||||
MCD | IL | 752752908002 | Medicaid |
09/05/02 |
Gentiva | Page 20 | |||
Hospice Locations | of 46 |
2713 Odyssey HealthCare Operating A, LP Tax ID: 75-2752908
Gentiva Hospice
4 Westbrook Corporate Center
Suite 620
Westchester, IL 60154-5705 Co. Cook
Phone: (708)409-3040
Fax: (708)409-3041
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
LIC | IL | 2002848 | Hospice License |
|||||
NPI | 1033449301 | NPI |
01/08/10 | |||||
MCR | 14-1610 | Medicare (Palmetto) |
01/01/10 | |||||
MCD | IL | 752752908004 | Medicaid |
01/01/10 |
INDIANA
2886 Vista Hospice Care, LLC Tax ID: 86-0808230
Gentiva Hospice
6845 East U.S. Highway 36
Suite 550
Avon, IN 46123-8104 Co. Hendricks
Phone: (317)272-0975
Fax: (317)272-1060
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
LIC | IN | 12-004875-1 | Hospice License |
07/22/12 | ||||
NPI | 1447505144 | NPI |
||||||
MCR | 15-1594 | Medicare (Palmetto) |
06/09/06 | |||||
MCD | 201123190 A | Medicaid |
07/22/12 |
2729 VistaCare USA, LLC Tax ID: 86-0914505
Gentiva Hospice
323 Metro Avenue
Evansville, IN 47715-2859 Co. Vanderburgh
Phone: (812)476-8990
Fax: (812)476-0251
ADS - Jasper 02869
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
LIC | IN | 13-009765-1 | Hospice License |
|||||
NPI | 1700894987 | NPI |
08/04/06 | |||||
MCR | 15-1558 | Medicare (Palmetto) |
08/27/98 | |||||
MCD | IN | 200141350A | Medicaid |
02/22/08 |
2730 VistaCare USA, LLC Tax ID: 86-0914505
Gentiva Hospice
6431 S. East Street
Indianapolis, IN 46227-2100 Co. Marion
Phone: (317)788-0300
Fax: (317)788-8760
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
LIC | IN | 12-003901-1 | Hospice License |
|||||
NPI | 1952319113 | NPI |
08/04/06 | |||||
MCR | 15-1586 | Medicare (Palmetto) |
02/24/04 | |||||
MCD | IN | 200471710A | Medicaid |
02/24/04 |
Gentiva | Page 21 | |||
Hospice Locations | of 46 |
2869 VistaCare USA, LLC Tax ID: 86-0914505
Gentiva Hospice
3745 N. Newton St.
Suite 150
Jasper, IN 47546-9601 Co. Dubois
Phone: (812)482-3322
Fax: (812)482-0118
ADS of 2729 Evansville
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
LUP | IN | N/A | Licensed Under Parent |
06/30/11 | ||||
MCR | 15-1558 | Medicare Under Parent |
06/30/11 | |||||
MCD | IN | 200141350 C | Medicaid |
06/30/11 |
2731 VistaCare USA, LLC Tax ID: 86-0914505
Gentiva Hospice
391 Quartermaster Court
Jeffersonville, IN 47130-3670 Co. Clark
Phone: (812)284-2600
Fax: (812)284-2700
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
LIC | IN | 12-009766-1 | Hospice License |
|||||
NPI | 1629086707 | NPI |
08/04/06 | |||||
MCR | 15-1557 | Medicare (Palmetto) |
08/27/98 | |||||
MCD | IN | 200141370A | Medicaid |
02/22/08 |
2904 Vista Hospice Care, LLC Tax ID: 86-0808230
Gentiva Hospice
1025 Michigan Avenue
Suite 25
Logansport, IN 46947-1593 Co. Cass
Phone: (574)722-3683
Fax: (574)722-9250
ADS of 2903 Rochester
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
LUP | IN | N/A | Hospice License |
|||||
MCR | 15-1562 | Medicare Under Parent |
06/01/11 |
2903 Vista Hospice Care, LLC Tax ID: 86-0808230
Gentiva Hospice
1476 West 18th Street
Rochester, IN 46975-7939 Co. Fulton
Phone: (574)224-4673
Fax: (574)224-4444
ADS - Logansport 02904
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
LIC | IN | 13-009878-1 | Hospice License |
05/01/13 | ||||
NPI | 1699118513 | NPI |
04/10/13 | |||||
MCR | 15-1562 | Medicare (Palmetto) |
08/09/13 |
Gentiva | Page 22 | |||
Hospice Locations | of 46 |
2732 VistaCare USA, LLC Tax ID: 86-0914505
Gentiva Hospice
3401 South 4th Street
Terre Haute, IN 47802-5501 Co. Vigo
Phone: (812)478-3250
Fax: (812)478-2470
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
LIC | IN | 13-004763-1 | Hospice license |
|||||
NPI | 1720034432 | NPI |
05/25/06 | |||||
MCR | 15-1592 | Medicare (Palmetto) |
03/07/06 | |||||
MCD | IN | 200141370C | Medicaid |
03/15/06 |
KANSAS
2720 Odyssey HealthCare of Kansas City, LLC Tax ID: 26-1174455
Gentiva Hospice
8735 Rosehill Road
Suite 200
Lenexa, KS 66215-4624 Co. Johnson
Phone: (913)541-0266
Fax: (913)438-5718
Joint Venture
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
NPI | 1467782516 | NPI |
01/12/10 | |||||
MCR | 17-1569 | Medicare (CGS) |
01/26/10 | |||||
MCD | KS | 200568150A | Medicaid |
04/01/10 |
MASSACHUSETTS
2865 VistaCare of Boston, LLC Tax ID: 26-1544595
Gentiva Hospice
275 Martine Street
Suite 202
Fall River, MA 02723-1500 Co. Bristol
Phone: (508)672-0580
Fax: (508)672-0581
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
LIC | MA | 707C | Hospice License |
01/18/12 | ||||
NPI | 1639450513 | NPI |
09/06/11 | |||||
MCR | 22-1594 | Medicare (NHIC) |
09/06/12 | |||||
MCD | MA | 110095326A | Hospice Medicaid |
03/26/13 | ||||
ACC | 525175 | The Joint Commission |
09/06/12 |
2735 VistaCare of Boston, LLC Tax ID: 26-1544595
Gentiva Hospice
2 Willow Street
Suite 102
Southborough, MA 01745-1020 Co. Worcester
Phone: (508)229-0912
Fax: (508)229-2376
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
LIC | MA | 7F0L | Hospice License |
|||||
NPI | 1255388732 | NPI |
11/12/08 | |||||
MCR | 22-1574 | Medicare (NHIC) |
04/25/07 | |||||
MCD | MA | 110079500A | Medicaid |
07/13/07 |
Gentiva | Page 23 | |||
Hospice Locations | of 46 |
MICHIGAN
2716 Odyssey HealthCare of Flint, LLC Tax ID: 26-3920362
Gentiva Hospice
2360 Stone Bridge Drive
Flint, MI 48532-5406 Co. Genesee
Phone: (810)733-7250
Fax: (810)733-8424
ADS - Saginaw 02870
IPU - Flint 02717
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
LIC | MI | 10410000023 | Hospice License |
|||||
NPI | 1346247244 | NPI - Part A |
07/07/05 | |||||
MCR | 23-1524 | Medicare - Part A (NGS-WI) |
01/01/09 | |||||
MCD | MI | 1226533 | Medicaid |
01/01/09 | ||||
CLI | 23D0919905 | CLIA Waiver |
2717 Odyssey HealthCare of Flint, LLC Tax ID: 26-3920362
Gentiva Hospice
2360 Stone Bridge Drive
Flint, MI 48532-5406 Co. Genesee
Phone: (810)733-7251
Fax: (810)733-8424
IPU of 2716 Flint
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
LIC | MI | 1050000001 | Hospice In-Patient Unit License |
|||||
MCR | 23-1524 | Medicare Under Parent - Part A |
||||||
MCDP | MI | 1226533 | Medicaid Under Parent |
2870 Odyssey HealthCare of Flint, LLC Tax ID: 26-3920362
Gentiva Hospice
5310 Hampton Place
Suite 2
Saginaw, MI 48604-8202 Co. Saginaw
Phone: (989)921-0135
Fax: (810)733-8424
ADS of 2716 Flint
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
LUP | N/A | Licensed under Parent |
||||||
MCR | 23-1524 | Medicare Under Parent |
06/01/11 |
2714 Odyssey HealthCare Operating B, LP Tax ID: 75-2937832
Gentiva Hospice
25925 Telegraph Road
Suite 102
Southfield, MI 48033-2527 Co. Oakland
Phone: (248)356-5070
Fax: (248)356-6292
IPU - Southfield 02715
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
LIC | MI | 1041000057 | Hospice License |
08/01/13 | ||||
NPI | 1164423703 | NPI (Part A) |
04/04/05 | |||||
MCR | 23-1564 | Medicare Part A (NGS-WI) |
10/01/98 | |||||
MCD | MI | 1433870 | Hospice Medicaid |
Gentiva | Page 24 | |||
Hospice Locations | of 46 |
2715 Odyssey HealthCare Operating B, LP Tax ID: 75-2937832
Gentiva Hospice
25285 W. 11 Mile Road
Southfield, MI 48033-2276 Co. Oakland
Phone: (248)352-7800
Fax: (248)352-7801
IPU of 2714 Southfield
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
LIC | MI | 1050000019 | Hospice In-Patient Unit License |
|||||
MCR | 23-1564 | Under Parent |
06/05/08 | |||||
MCDP | MI | N/A | Under Parent |
|||||
CLI | 23D1071042 | CLIA Waiver |
2868 Odyssey HealthCare Operating B, LP Tax ID: 75-2937832
Odyssey Hospice
2221 Health Drive SW
Suite 1400
Wyoming, MI 49519-9681 Co. Kent
Phone: (616)249-3043
Fax: (616)249-8927
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
LIC | MI | 413001 | Hospice License |
12/29/12 | ||||
NPI | 1528347572 | NPI |
11/10/11 | |||||
MCR | 23-1627 | Medicare Part A (NGS) |
05/31/13 | |||||
ACC | 519613 | Joint Commission |
05/31/13 |
MISSOURI
2718 Odyssey HealthCare of Kansas City, LLC Tax ID: 26-1174455
Gentiva Hospice
4911 South Arrowhead
Suite 310
Independence, MO 64055-7032 Co. Jackson
Phone: (816)795-1333
Fax: (816)795-1711
Joint Venture
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
LIC | MO | 178-5HO | Hospice License |
|||||
NPI | 1073514600 | NPI |
08/04/05 | |||||
MCR | 26-1534 | Medicare (Palmetto) |
01/01/08 | |||||
MCD | 1073514600 | Medicaid |
2791 Odyssey HealthCare of St. Louis, LLC Tax ID: 26-1174571
Gentiva Hospice
2055 Craigshire Road
Suite 410
Saint Louis, MO 63146-4012 Co. Saint Louis
Phone: (314)275-6100
Fax: (314)275-6101
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
LIC | MO | 177-5HO | Hospice License |
08/17/10 | ||||
NPI | 1386645950 | NPI |
08/09/09 | |||||
MCR | 26-1592 | Medicare (CGS) |
02/01/08 | |||||
MCD | 1386645950 | Medicaid |
Gentiva | Page 25 | |||
Hospice Locations | of 46 |
MISSISSIPPI
2781 Odyssey HealthCare Operating B, LP Tax ID: 75-2937832
Gentiva Hospice
962 Tommy Munro Drive
Suite D&E
Biloxi, MS 39532-2130 Co. Harrison
Phone: (228)385-7845
Fax: (228)385-7846
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
LIC | MS | 037 | Hospice License |
08/01/02 | ||||
NPI | 1699776245 | NPI |
08/04/05 | |||||
MCR | 25-1536 | Medicare (Palmetto) |
08/01/02 | |||||
MCD | MS | 00770607 | Medicaid |
08/01/02 |
2699 Gilberts Hospice Care, LLC Tax ID: 20-0566932
Gentiva Hospice
301 W College Street
Booneville, MS 38829-3314 Co. Prentiss
Phone: (662)728-7404
Fax: (662)728-7752
ADS - Tupelo 02901
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
LIC | MS | 103 | Hospice License |
09/16/04 | ||||
NPI | 1851397921 | NPI |
06/23/05 | |||||
MCR | 25-1594 | Medicare (Palmetto) |
11/23/04 | |||||
MCD | MS | 03381877 | Medicaid |
01/01/05 | ||||
CLI | 25D1026345 | CLIA Waiver |
06/03/04 | |||||
RET | MS | 06306/10.1 | Drug Room License |
06/07/04 |
2782 Odyssey HealthCare Operating B, LP Tax ID: 75-2937832
Gentiva Hospice
106 Riverview Drive
Flowood, MS 39232-8908 Co. Rankin
Phone: (601)983-3193
Fax: (601)713-3441
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
LIC | MS | 097 | Hospice License |
08/06/04 | ||||
NPI | 1306847868 | NPI |
08/09/05 | |||||
MCR | 25-1590 | Medicare (Palmetto) |
09/16/04 | |||||
MCD | MS | 03955226 | Medicaid |
09/16/04 |
2625 Gilberts Hospice Care of Mississippi, LLC Tax ID: 20-1296854
Gentiva Hospice
376 Simpson Highway 149
Suite 300
Magee, MS 39111-3569 Co. Simpson
Phone: (601)849-5803
Fax: (601)894-5805
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
LIC | MS | 104 | Hospice License |
09/16/04 | ||||
NPI | 1235117391 | NPI |
01/08/06 | |||||
MCR | 25-1593 | Medicare (Palmetto) |
11/22/04 | |||||
MCD | MS | 03538248 | Medicaid |
01/01/05 | ||||
CLI | 25D1026344 | CLIA Waiver |
06/03/04 | |||||
RET | MS | 06305/10.1 | Drug Room License |
06/07/04 |
Gentiva | Page 26 | |||
Hospice Locations | of 46 |
2896 Gilberts Hospice Care, LLC Tax ID: 20-0566932
Gentiva Hospice
104 Skyline Dr.
Oxford, MS 38655-9781 Co. Lafayette
Phone: (662)234-0140
Fax: (662)234-0176
ADS - Southaven 02897
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
LIC | MS | 084 | Hospice License |
09/01/12 | ||||
NPI | 1104176486 | NPI |
09/14/12 | |||||
MCR | MS | 25-1579 | Medicare (Palmetto) |
09/01/12 | ||||
MCD | MS | 00930305 | Hospice Medicaid |
09/01/12 |
2897 Gilberts Hospice Care, LLC Tax ID: 20-0566932
Gentiva Hospice
6858 Swinnea Rd
Bldg: 1
Southaven, MS 38671-9493 Co. De Soto
Phone: (662)342-9744
Fax: (662)342-0441
ADS of 2896 Oxford
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
LIC | MS | N/A | Licensed Under Parent |
|||||
MCR | 25-1579 | Medicare Under Parent |
2686 Gilberts Hospice Care, LLC Tax ID: 20-0566932
Gentiva Hospice
115-A Highway 12 West
Starkville, MS 39759-3761 Co. Oktibbeha
Phone: (662)615-1519
Fax: (662)615-1554
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
LIC | MS | 105 | Hospice License |
03/05/10 | ||||
NPI | 1477875441 | NPI |
02/18/10 | |||||
MCR | 25-1597 | Medicare (Palmetto) |
12/30/04 | |||||
MCD | MS | 00770496 | Medicaid |
06/20/01 | ||||
CLI | 25D2005394 | CLIA Waiver |
03/26/10 | |||||
RET | MS | 08466/10.1 | Drug Room Permit |
04/14/10 |
2901 Gilberts Hospice Care, LLC Tax ID: 20-0566932
Gentiva Hospice
144 S. Thomas St.
Suite 201
Tupelo, MS 38801-5337 Co. Lee
Phone: (662)844-2417
Fax: (662)844-3519
ADS of 2699 Booneville
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
LUP | MS | N/A | Licensed under parent |
|||||
MCR | MS | 25-1594 | Medicare Under Parent |
|||||
RET | MS | 08467/10.1 | Drug Room Permit |
04/14/10 |
Gentiva | Page 27 | |||
Hospice Locations | of 46 |
NEBRASKA
2724 Odyssey HealthCare Operating A, LP Tax ID: 75-2752908
Gentiva Hospice
847 East 23rd Street
Fremont, NE 68025-2444 Co. Dodge
Phone: (402)753-9312
Fax: (402)753-9374
ADS of 2723 Omaha
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
LUP | NE | N/A | Licensed Under Parent |
|||||
MCR | 28-1528A | Medicare Under Parent |
11/15/05 | |||||
MCD | NE | 10026264700 | Routine Hospice (not room/board nrsg home chgs) |
12/31/12 |
2723 Odyssey HealthCare Operating A, LP Tax ID: 75-2752908
Gentiva Hospice
444 Regency Parkway Drive
Suite 200
Omaha, NE 68114-3779 Co. Douglas
Phone: (402)397-0990
Fax: (402)397-5290
ADS - Fremont 02724
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
LIC | NE | HOSPICE 32 | Hospice License |
|||||
NPI | 1265433247 | NPI |
08/02/05 | |||||
MCR | 28-1528A | Medicare (CGS) |
09/01/02 | |||||
MCD | NE | 10025142800 | Medicaid |
01/01/03 |
NEW JERSEY
2737 Odyssey HealthCare Operating B, LP Tax ID: 75-2937832
Gentiva Hospice
242 Old New Brunswick Road
Suite 140
Piscataway, NJ 08854-3754 Co. Middlesex
Phone: (732)562-8800
Fax: (732)562-8686
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
LIC | NJ | 22800 | Hospice License |
|||||
NPI | 1497756993 | NPI |
08/09/05 | |||||
MCR | 31-1545 | Medicare (NGS-WI) |
07/01/01 | |||||
MCD | NJ | 8960208 | Medicaid |
07/01/02 |
Gentiva | Page 28 | |||
Hospice Locations | of 46 |
NEW MEXICO
2794 Family Hospice, Ltd. Tax ID: 75-2588221
Gentiva Hospice
5600 Wyoming Blvd. NE
Suite 10
Albuquerque, NM 87109-3136 Co. Bernalillo
Phone: (505)821-5404
Fax: (505)821-5449
IPU - Albuquerque 02795
ADS - Santa Fe 02864
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
LIC | NM | 6670A4 | Hospice License |
|||||
NPI | 1033127147 | NPI |
08/04/06 | |||||
MCR | 32-1520 | Medicare (Palmetto) |
11/01/97 | |||||
MCD | NM | 000T9469 | Medicaid |
2795 Family Hospice, Ltd. Tax ID: 75-2588221
Gentiva Hospice
601 Dr. Martin Luther King Jr. Ave
Suite 10th Floor
Albuquerque, NM 87102-3619 Co. Bernalillo
Phone: (505)727-3153
Fax: (505)727-3158
IPU of 2794 Albuquerque
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
LIC | NM | 6670AS1 | Hospice In-Patient Unit License |
|||||
MCR | 32-1520 | Medicare Under Parent |
||||||
MCD | NM | 12071731 | Medicaid |
08/01/06 | ||||
CLI | 32D1003157 | CLIA Waiver |
||||||
RET | NM | CL00010420 | Clinic Class C |
|||||
RET | NM | CS00211114 | Controlled Substance-Facility Clinic License |
2803 Family Hospice, Ltd. Tax ID: 75-2588221
Gentiva Hospice
2708 North Prince Street
Clovis, NM 88101-7735 Co. Curry
Phone: (575)762-7067
Fax: (575)762-2563
ADS of 2801 Hobbs
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
LIC | NM | 6716AS2 | Hospice License |
|||||
MCR | 32-1513 | Medicare Under Parent |
09/17/04 | |||||
MCD | NM | 68975091 | Medicaid |
10/31/04 |
Gentiva | Page 29 | |||
Hospice Locations | of 46 |
2801 Family Hospice, Ltd. Tax ID: 75-2588221
Gentiva Hospice
1515 West Calle Sur Street
Suite 129
Hobbs, NM 88240-0998 Co. Lea
Phone: (575)392-2060
Fax: (575)392-2807
ADS - Clovis 02803
ADS - Roswell 02804
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
LIC | NM | 6716 | Hospice License |
|||||
NPI | 1972511061 | NPI |
08/04/06 | |||||
MCR | 32-1513 | Medicare (Palmetto) |
||||||
MCD | NM | 000T7597 | Medicaid |
2804 Family Hospice, Ltd. Tax ID: 75-2588221
Gentiva Hospice
400 North Pennsylvania Avenue
Suite 500
Roswell, NM 88201-4720 Co. Chaves
Phone: (575)627-1145
Fax: (575)627-1150
ADS of 2801 Hobbs
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
LIC | NM | 6716AS1 | Hospice License |
|||||
MCR | 32-1513 | Medicare Under Parent |
01/28/04 | |||||
MCD | NM | 83873830 | Medicaid |
07/02/04 |
2864 Family Hospice, Ltd. Tax ID: 75-2588221
Gentiva Hospice
1911 5th Street
Suite 100
Santa Fe, NM 87505-5403 Co. Santa Fe
Phone: (505)988-5331
Fax: (505)982-9524
ADS of 2794 Albuquerque
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
LIC | NM | 6670AS2 | Hospice License |
10/01/10 | ||||
MCR | 32-1520 | Medicare Under Parent |
10/01/10 |
NEVADA
2867 Vista Hospice Care, LLC Tax ID: 86-0808230
Gentiva Hospice
710 West Washington Street
Carson City, NV 89703-3826 Co. Carson City
Phone: (775)882-5735
Fax: (775)882-5723
ADS of 2854 Sparks
TTYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
LIC | 6429HPC-3 | Hospice LIcense |
08/23/11 | |||||
MCR | 29-1507 | Medicare under Parent |
12/08/11 | |||||
MCDP | N/A | Medicaid Under Parent |
Gentiva | Page 30 | |||
Hospice Locations | of 46 |
2846 Odyssey HealthCare Operating A, LP Tax ID: 75-2752908
Gentiva Hospice
4011-A McLeod Drive
Las Vegas, NV 89121-4305 Co. Clark
Phone: (702)693-4904
Fax: (702)693-4925
IPU - Las Vegas 02847
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
LIC | 6309HPC-4 | |||||||
NPI | 1285635292 | NPI |
08/05/05 | |||||
MCR | 29-1504 | Medicare (NGS-CA) |
10/28/97 | |||||
MCD | NV | 006402008 | Medicaid |
2847 Odyssey HealthCare Operating A, LP Tax ID: 75-2752908
Gentiva Hospice
4011-A McLeod Drive
Las Vegas, NV 89121-4305 Co. Clark
Phone: (702)693-4904
Fax: (702)693-4925
IPU of 2846 Las Vegas
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
MCR | 29-1504 | Medicare Under Parent |
||||||
MCDP | NV | N/A | Medicaid Under Parent |
|||||
CLI | 29D0925566 | CLIA |
2854 Vista Hospice Care, LLC Tax ID: 86-0808230
Gentiva Hospice
1625 East Prater Way
Suite C-108
Sparks, NV 89434-8963 Co. Washoe
Phone: (775)825-5008
Fax: (775)825-5140
ADS - Carson City 02867
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
LIC | 1795HPC-25 | Hospice license |
||||||
NPI | 1043265341 | NPI |
05/24/06 | |||||
MCR | 29-1507 | Medicare (Palmetto) |
06/12/98 | |||||
MCD | NV | 006416005 | Medicaid |
OHIO
2728 VistaCare USA, LLC Tax ID: 86-0914505
Gentiva Hospice
3085 Woodman Drive
Suite 200
Dayton, OH 45420-1193 Co. Montgomery
Phone: (937)298-2800
Fax: (937)298-2801
ADS of 2726 Gahanna
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
LUP | OH | N/A | Licensed Under Parent |
|||||
MCR | 36-1573 | Medicare Under Parent |
09/30/08 | |||||
MCDP | OH | N/A | Medicaid Under Parent |
Gentiva | Page 31 | |||
Hospice Locations | of 46 |
2726 VistaCare USA, LLC Tax ID: 86-0914505
Gentiva Hospice
540 Officenter Place
Suite 100
Gahanna, OH 43230-5332 Co. Franklin
Phone: (614)414-0500
Fax: (614)414-0502
ADS - Dayton 02728
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
LIC | OH | 0084-HSP | Hospice License |
|||||
NPI | 1366498305 | NPI |
05/25/06 | |||||
MCR | 36-1573 | Medicare (Palmetto) |
08/26/98 | |||||
MCD | OH | 2095496 | Medicaid |
2733 Odyssey HealthCare Operating B, LP Tax ID: 75-2937832
Gentiva Hospice
1745 Indian Wood Circle
Suite 200
Maumee, OH 43537-4062 Co. Lucas
Phone: (419)887-6700
Fax: (419)887-6701
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
LIC | OH | 0138-HSP | Hospice License |
|||||
NPI | 1104827682 | NPI |
08/09/05 | |||||
MCR | 36-1616 | Medicare (Palmetto) |
09/25/03 | |||||
MCD | OH | 2445134 | Medicaid |
2725 Odyssey HealthCare Operating B, LP Tax ID: 75-2937832
Gentiva Hospice
6140 Parkland Blvd.
Suite 105
Mayfield Heights, OH 44124-6106 Co. Cuyahoga
Phone: (440)995-1740
Fax: (440)995-1741
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
LIC | OH | 0134-HSP | Hospice License |
|||||
NPI | OH | 1033110507 | NPI |
08/09/05 | ||||
MCR | 36-1613 | Medicare (Palmetto) |
03/13/03 | |||||
MCD | OH | 2393208 | Medicaid |
OREGON
2852 Odyssey HealthCare Operating A, LP Tax ID: 75-2752908
Gentiva Hospice
8625 SW Cascade Avenue
Suite 500
Beaverton, OR 97008-7156 Co. Washington
Phone: (503)574-2900
Fax: (503)574-2901
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
LIC | OR | 16-1000 | Hospice License |
|||||
NPI | 1144221128 | NPI |
08/02/05 | |||||
MCR | 38-1547 | Medicare (NGS-CA) |
06/17/03 | |||||
MCD | OR | 298955 | Medicaid |
06/17/03 |
Gentiva | Page 32 | |||
Hospice Locations | of 46 |
2848 Odyssey HealthCare Operating A, LP Tax ID: 75-2752908
Gentiva Hospice
2925 River Road South
Suite 100
Salem, OR 97302-3677 Co. Marion
Phone: (503)315-1003
Fax: (503)315-1007
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
LIC | OR | 16-1001 | Hospice License |
|||||
NPI | 1467620609 | NPI |
02/11/08 | |||||
MCR | 38-1557 | Medicare (NGS-CA) |
11/07/09 | |||||
MCD | OR | 500618086 | Medicaid |
02/18/10 |
PENNSYLVANIA
2739 VistaCare USA, LLC Tax ID: 86-0914505
Gentiva Hospice
2 Valley Square
Suite 305
Blue Bell, PA 19422-2717 Co. Montgomery
Phone: (215)619-7710
Fax: (215)619-7740
ADS - Trevose 02740
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
LIC | PA | 162299 | Hospice License |
|||||
NPI | 1164478103 | NPI |
05/25/06 | |||||
MCR | 39-1622 | Medicare (Palmetto) |
08/27/98 | |||||
MCD | PA | 100747901-0013 | Medicaid |
10/12/09 |
2736 Odyssey HealthCare Operating A, LP Tax ID: 75-2752908
Gentiva Hospice
4660 Trindle Road
Suite 204
Camp Hill, PA 17011-5608 Co. Cumberland
Phone: (717)612-1200
Fax: (717)612-1201
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
LIC | PA | 16711601 | Hospice License |
|||||
NPI | 1316921323 | NPI |
12/02/05 | |||||
MCR | 39-1671 | Medicare (CGS) |
09/02/05 | |||||
MCD | PA | 001910190-0006 | Medicaid |
2878 Odyssey HealthCare Operating A, LP Tax ID: 75-2752908
Gentiva Hospice
3124 Wilmington Road
New Castle, PA 16105-1100 Co. Lawrence
Phone: (724)654-2210
Fax: (724)654-2213
ADS of 2741 Pittsburgh
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
LUP | N/A | Licensed Under Parent |
||||||
MCR | 39-1612 | Medicare Under Parent |
03/01/12 |
Gentiva | Page 33 | |||
Hospice Locations | of 46 |
2741 Odyssey HealthCare Operating A, LP Tax ID: 75-2752908
Gentiva Hospice
190 Bilmar Drive
Suite 200
Pittsburgh, PA 15205-4611 Co. Allegheny
Phone: (412)920-5500
Fax: (412)920-5515
ADS - New Castle 02878
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
LIC | PA | 161299 | Hospice License |
|||||
NPI | 1437150430 | NPI |
08/02/05 | |||||
MCR | 39-1612 | Medicare (CGS) |
08/26/96 | |||||
MCD | PA | 001910190-0007 | Medicaid |
03/01/07 |
2740 VistaCare USA, LLC Tax ID: 86-0914505
Gentiva Hospice
1210 Northbrook Drive
Suite 220
Trevose, PA 19053-2518 Co. Bucks
Phone: (215)322-5746
Fax: (215)364-1506
ADS of 2739 Blue Bell
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
LUP | PA | N/A | Licensed Under Parent |
|||||
MCR | 39-1622 | Medicare Under Parent |
09/30/08 | |||||
MCDP | PA | N/A | Medicaid Under Parent |
RHODE ISLAND
2743 Odyssey HealthCare Operating B, LP Tax ID: 75-2937832
Gentiva Hospice
2374 Post Road
Suite 206
Warwick, RI 02886-2270 Co. Kent
Phone: (401)738-1492
Fax: (401)738-4029
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
LIC | RI | HSP01627 | Hospice License |
10/20/11 | ||||
NPI | 1699776187 | NPI |
08/09/05 | |||||
MCR | 41-1511 | Medicare (NHIC) |
09/29/04 | |||||
MCD | RI | OH54245 | Medicaid |
09/29/04 |
SOUTH CAROLINA (CON State - Inpatient hospice providers only)
2780 VistaCare USA, LLC Tax ID: 86-0914505
Gentiva Hospice
15 Brendan Way
Suite 100
Greenville, SC 29615-3562 Co. Greenville
Phone: (864)297-3164
Fax: (864)297-3159
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
LIC | SC | HPC-0058 | Hospice License |
08/26/98 | ||||
NPI | 1013962034 | NPI |
05/25/06 | |||||
MCR | 42-1534 | Medicare (Palmetto) |
07/16/97 | |||||
MCD | SC | HSP036 | Medicaid |
01/27/99 |
Gentiva | Page 34 | |||
Hospice Locations | of 46 |
2641 Wiregrass Hospice of South Carolina, LLC Tax ID: 34-2053721
Hospice Center of Hospice of Charleston
676 Wando Park Blvd.
Mount Pleasant, SC 29464-7936 Co. Charleston
Phone: (843)654-5755
Fax: (843)266-3489
IPU of 2640 North Charleston
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
LIC | SC | HPF-0005 | Hospice In-Patient Unit License |
08/02/08 | ||||
MCR | 42-1503 | Medicare Under Parent |
||||||
CLI | 42D1089129 | CLIA Waiver |
09/11/08 | |||||
CON | SC | SC-03-51 | CON |
09/12/03 | ||||
MDW | SC | SC10-1684G | Infectious Waste Generator Registration |
2640 Wiregrass Hospice of South Carolina, LLC Tax ID: 34-2053721
Hospice of Charleston
4975 Lacross Road
Suite 200
North Charleston, SC 29406-6531 Co. Charleston
Phone: (843)529-3100
Fax: (843)266-3489
IPU - Mount Pleasant 02641
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
LIC | SC | HPC-0007 | Hospice License |
08/02/08 | ||||
NPI | 1780849026 | NPI |
08/02/08 | |||||
MCR | 42-1503 | Medicare (Palmetto) |
01/01/88 | |||||
MCD | SC | HSP-102 | Medicaid |
08/02/08 | ||||
CLI | 42D1051438 | CLIA Waiver |
||||||
MDW | SC | SC10-1295G | Infectious Waste Generator |
2779 Odyssey HealthCare Operating B, LP Tax ID: 75-2937832
Odyssey Hospice
5965 Core Avenue
Suite 603
North Charleston, SC 29406-6087 Co. Charleston
Phone: (843)554-4048
Fax: (843)747-6407
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
LIC | SC | HPC-0071 | Hospice License |
|||||
NPI | SC | 1528069168 | NPI |
08/04/05 | ||||
MCR | SC | 42-1526 | Medicare (Palmetto) |
12/01/93 | ||||
MCD | SC | HSP048 | Medicaid |
2511 Wiregrass Hospice of South Carolina, LLC Tax ID: 34-2053721
Gentiva Hospice
905 East Main Street
Suite 2
Spartanburg, SC 29302-2182 Co. Spartanburg
Phone: (864)585-6500
Fax: (864)585-6553
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
LIC | SC | HPC-0103 | Hospice License |
02/22/06 | ||||
NPI | 1861445835 | NPI Number |
05/18/06 | |||||
MCR | 42-1571 | Medicare (Palmetto) |
10/17/06 | |||||
MCD | SC | HSP083 | Medicaid |
10/17/06 | ||||
CLI | 42D1050922 | CLIA Waiver |
02/15/06 | |||||
MDW | SC | SC42-2233G | Infectious Waste Generator |
08/20/13 |
Gentiva | Page 35 | |||
Hospice Locations | of 46 |
TENNESSEE (CON State)
2298 Wiregrass Hospice, LLC Tax ID: 82-0559182
Gentiva Hospice
851 South Willow Ave.
Suite 102
Cookeville, TN 38501-4223 Co. Putnam
Phone: (931)528-5133
Fax: (931)372-0249
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
LIC | TN | 331 | Hospice License |
06/01/06 | ||||
NPI | 1720081409 | NPI |
05/24/05 | |||||
MCR | 44-1520 | Medicare (Palmetto) |
06/01/06 | |||||
MCD | TN | 0441520 | Medicaid |
07/01/90 | ||||
CLI | 44D1055492 | CLIA Waiver |
06/16/06 | |||||
CON | N/A |
2784 Odyssey HealthCare Operating A, LP Tax ID: 75-2752908
Gentiva Hospice
5350 Poplar Avenue
Suite 850
Memphis, TN 38119-0618 Co. Shelby
Phone: (901)818-5600
Fax: (901)818-5640
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
LIC | TN | 0000000602 | Hospice License |
05/01/03 | ||||
NPI | 1154322139 | NPI |
08/02/05 | |||||
MCR | 44-1580 | Medicare (Palmetto) |
05/01/03 | |||||
MCD | TN | 0441580 | Medicaid |
05/01/03 | ||||
CON | TN | CN0005-038A | Certificate of Need |
02/28/01 |
2787 Odyssey HealthCare Operating A, LP Tax ID: 75-2752908
Gentiva Hospice
1400 Donelson Pike
Suite B5
Nashville, TN 37217-3013 Co. Davidson
Phone: (615)365-1009
Fax: (615)366-3418
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
LIC | TN | 0000000346 | Hospice License |
|||||
NPI | 1649435579 | NPI - Part B |
07/21/08 | |||||
NPI | 1649271578 | NPI - Part A |
08/02/05 | |||||
MCR | 44-1553 | Medicare Part A (Palmetto) |
07/01/01 | |||||
MCD | TN | 0441553 | Medicaid |
07/01/01 | ||||
CON | TN | N/A | CON |
|||||
PTB | 3373623 | Medicare Part B (CAHABA) |
06/01/09 |
Gentiva | Page 36 | |||
Hospice Locations | of 46 |
TEXAS
2796 Family Hospice, Ltd. Tax ID: 75-2588221
Odyssey Hospice
6900 I-40 West
Suite 150
Amarillo, TX 79106-2522 Co. Potter
Phone: (806)372-7696
Fax: (806)372-2825
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
LIC | TX | 007947 | Hospice License |
|||||
NPI | 1740235159 | NPI |
05/23/06 | |||||
MCR | 45-1724 | Medicare (Palmetto) |
04/03/03 | |||||
MCD | TX | 001013250 | Medicaid |
04/01/05 | ||||
CLI | 45D1030692 | CLIA Waiver |
2809 Odyssey HealthCare Operating A, LP Tax ID: 75-2752908
Odyssey Hospice
4201 W. Parmer Lane, Bldg. C
Suite 100
Austin, TX 78727-4161 Co. Travis
Phone: (512)310-0214
Fax: (512)310-9328
ADS - Georgetown 02873
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
LIC | TX | 007845 | Hospice License |
|||||
NPI | 1760483671 | NPI |
08/02/05 | |||||
MCR | 45-1715 | Medicare (Palmetto) |
04/09/02 | |||||
MCD | TX | 001004062 | Medicaid |
07/01/02 |
2820 Odyssey HealthCare Operating A, LP Tax ID: 75-2752908
Odyssey Hospice
550 Fannin Street
Suite 1230
Beaumont, TX 77701-3313 Co. Jefferson
Phone: (409)212-0020
Fax: (409)212-0022
ADS - Jasper 02821
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
LIC | TX | 007790 | Hospice License |
|||||
NPI | 1821099714 | NPI |
08/02/05 | |||||
MCR | 45-1638 | Medicare (Palmetto) |
07/01/01 | |||||
MCD | TX | 001003397 | Medicaid |
11/01/01 |
2831 Odyssey HealthCare of South Texas, LLC Tax ID: 26-2529581
Odyssey Hospice
2501 Paredes Line Road
Suite B-9
Brownsville, TX 78526-1194 Co. Cameron
Phone: (956)504-5298
Fax: (956)504-9265
Joint Venture
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
LIC | TX | 012130 | Hospice License |
|||||
NPI | 1255332961 | NPI |
08/03/05 | |||||
MCR | 45-1667 | Medicare (Palmetto) |
08/01/03 | |||||
MCD | TX | 001016586 | Medicaid |
09/01/06 |
Gentiva | Page 37 | |||
Hospice Locations | of 46 |
2822 Odyssey HealthCare Operating A, LP Tax ID: 75-2752908
Odyssey Hospice
100 I-45 North
Suite 300
Conroe, TX 77301-2701 Co. Montgomery
Phone: (936)788-7707
Fax: (936)788-7708
IPU - Conroe 02823
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
LIC | TX | 009029 | Hospice License |
|||||
NPI | 1386645273 | NPI |
08/02/05 | |||||
MCR | 45-1568 | Medicare (Palmetto) |
01/15/04 | |||||
MCD | TX | 001012312 | Medicaid |
01/15/04 |
2823 Odyssey HealthCare Operating A, LP Tax ID: 75-2752908
Odyssey Hospice
233 I-45 North
Conroe, TX 77304-2307 Co. Montgomery
Phone: (936)539-1400
Fax: (936)539-1402
IPU of 2822 Conroe
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
LUP | TX | N/A | Hospice In-Patient Unit Licensed Under Parent |
|||||
MCR | 45-1568 | Medicare Under Parent |
09/07/05 | |||||
MCDP | TX | N/A | Medicaid Under Parent |
|||||
CLI | 45D1040208 | CLIA Waiver |
2825 Vista Hospice Care, LLC Tax ID: 86-0808230
Odyssey Hospice
5350 South Staples Street
Suite 400
Corpus Christi, TX 78411-4654 Co. Nueces
Phone: (361)992-2700
Fax: (361)992-2703
IPU - Corpus Christi 02826
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
LIC | TX | 005215 | Hospice License |
|||||
NPI | 1831145895 | NPI |
05/25/06 | |||||
MCR | 45-1644 | Medicare (Palmetto) |
10/31/96 | |||||
MCD | TX | 000215900 | Medicaid |
09/01/99 |
2826 Vista Hospice Care, LLC Tax ID: 86-0808230
Odyssey Hospice
Trinity Towers,
101 North Upper Broadway Street
Corpus Christi, TX 78401-2756 Co. Nueces
Phone: (361)653-3500
Fax: (361)653-3540
IPU of 2825 Corpus Christi
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
LUP | TX | N/A | Hospice In-Patient Unit Licensed Under Parent |
|||||
MCR | 45-1644 | Medicare Under Parent |
10/18/07 | |||||
MCDP | TX | N/A | Medicaid Under Parent |
|||||
CLI | 45D1061915 | CLIA Wavier |
Gentiva | Page 38 | |||
Hospice Locations | of 46 |
2748 Family Hospice, Ltd. Tax ID: 75-2588221
Odyssey Hospice
7557 Rambler Road
Suite 112
Dallas, TX 75231-2303 Co. Dallas
Phone: (214)231-3914
Fax: (214)630-4032
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
LIC | TX | 004059 | Hospice License |
|||||
NPI | 1033129887 | NPI |
08/08/06 | |||||
MCR | 45-1527 | Medicare (Palmetto) |
10/18/88 | |||||
MCD | TX | 000216100 | Medicaid |
06/18/05 |
2877 Odyssey HealthCare Operating A, LP Tax ID: 75-2752908
Odyssey Hospice
3500 Wheatland Drive
Suite 5th Floor
Dallas, TX 75237-3460 Co. Dallas
Phone: (972)298-1597
Fax: (972)298-1541
ADS/IPU of 2760 Waxahachie
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
LUP | TX | 008430 | Licensed Under parent |
10/29/12 | ||||
MCR | 45-1699 | Medicare Under Parent |
03/16/13 | |||||
MCDP | N/A | Medicaid Under Parent |
||||||
CLI | 45D2047012 | CLIA Waiver |
09/17/12 |
2747 Odyssey HealthCare Operating A, LP Tax ID: 75-2752908
Odyssey Hospice
2817 S. Mayhill Road
Suite 120
Denton, TX 76208-5967 Co. Denton
Phone: (940)566-0018
Fax: (940)566-4955
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
LIC | TX | 007693 | Hospice License |
|||||
NPI | 1841291812 | NPI |
08/02/05 | |||||
MCR | 45-1571 | Medicare (Palmetto) |
02/21/97 | |||||
MCD | TX | 001003356 | Medicaid |
09/01/06 |
2800 Odyssey HealthCare Operating A, LP Tax ID: 75-2752908
Gentiva Hospice
7500 Viscount Blvd.
Suite C-83
El Paso, TX 79925-5693 Co. El Paso
Phone: (915)778-9058
Fax: (915)778-9053
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
LIC | TX | 007770 | Hospice License |
|||||
NPI | 1194726083 | NPI |
08/02/05 | |||||
MCR | 45-1705 | Medicare (Palmetto) |
07/01/01 | |||||
MCD | TX | 001003376 | Medicaid |
11/01/01 |
Gentiva | Page 39 | |||
Hospice Locations | of 46 |
2749 Odyssey HealthCare Operating A, LP Tax ID: 75-2752908
Odyssey Hospice
2630 West Freeway
Suite 102
Fort Worth, TX 76102-7117 Co. Tarrant
Phone: (817)338-1512
Fax: (817)339-2577
IPU - Fort Worth 02750
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
LIC | TX | 007701 | Hospice License |
|||||
NPI | 1477554368 | NPI |
08/02/05 | |||||
MCR | 45-1618 | Medicare (Palmetto) |
07/01/01 | |||||
MCD | TX | 001003374 | Medicaid |
11/01/01 |
2750 Odyssey HealthCare Operating A, LP Tax ID: 75-2752908
Odyssey Hospice
6940 River Park Circle
Fort Worth, TX 76116-0525 Co. Tarrant
Phone: (817)989-2223
Fax: (817)989-2226
IPU of 2749 Fort Worth
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
LUP | TX | 007701 | Hospice In-Patient Unit Licensed Under Parent |
|||||
MCR | 45-1618 | Medicare Under Parent |
11/24/08 | |||||
MCDP | TX | N/A | Medicaid Under Parent |
11/24/08 | ||||
CLI | 45D1068344 | CLIA Waiver |
2873 Odyssey HealthCare Operating A, LP Tax ID: 75-2752908
Odyssey Hospice
205 East University Ave.
Suite 100
Georgetown, TX 78626-6815 Co. Williamson
Phone: (512)869-3151
Fax: (512)869-3152
ADS of 2809 Austin
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
LUP | TX | 7845 | Licensed Under Parent |
|||||
MCR | 45-1715 | Medicare Under Parent |
||||||
MCDP | Pending | Medicaid Under Parent |
2751 Family Hospice, Ltd. Tax ID: 75-2588221
Odyssey Hospice
2824 Terrell Road
Suite 500
Greenville, TX 75402-5529 Co. Hunt
Phone: (903)454-1107
Fax: (903)454-2177
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
LIC | TX | 008082 | Hospice License |
|||||
NPI | 1821043852 | NPI |
05/25/06 | |||||
MCR | 45-1722 | Medicare (Palmetto) |
02/24/03 | |||||
MCD | TX | 000219300 | Medicaid |
06/18/05 |
Gentiva | Page 40 | |||
Hospice Locations | of 46 |
2827 Odyssey HealthCare Operating A, LP Tax ID: 75-2752908
Odyssey Hospice
10110 West Sam Houston Parkway South
Suite 110
Houston, TX 77099-5153 Co. Harris
Phone: (281)568-5548
Fax: (281)568-5666
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
LIC | TX | 007698 | Hospice License |
|||||
NPI | 1568463453 | NPI |
08/02/05 | |||||
MCR | 45-1647 | Medicare (Palmetto) |
01/01/98 | |||||
MCD | TX | 001003375 | Medicaid |
11/01/01 |
2829 Family Hospice, Ltd. Tax ID: 75-2588221
Odyssey Hospice
13325 Hargrave Road
Suite 230
Houston, TX 77070-4540 Co. Harris
Phone: (281)469-3697
Fax: (281)477-3973
IPU - Houston 02830
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
LIC | TX | 004058 | Hospice License |
|||||
NPI | 1164432910 | NPI |
08/08/06 | |||||
MCR | 45-1560 | Medicare (Palmetto) |
||||||
MCD | TX | 000215300 | Medicaid |
09/01/99 |
2830 Family Hospice, Ltd. Tax ID: 75-2588221
Odyssey Hospice
303 Lantern Bend Drive,
Third Floor
Houston, TX 77090-2823 Co. Harris
Phone: (281)943-6512
Fax: (281)943-6513
IPU of 2829 Houston
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
LUP | TX | N/A | Hospice In-Patient Unit Licensed Under Parent |
|||||
MCR | 45-1560 | Medicare Under Parent |
07/28/05 | |||||
CLI | 45D1037301 | CLIA Waiver |
2821 Odyssey HealthCare Operating A, LP Tax ID: 75-2752908
Odyssey Hospice
902 North Wheeler Street
Suite 1
Jasper, TX 75951-3129 Co. Jasper
Phone: (409)384-4336
Fax: (409)489-0579
ADS of 2820 Beaumont
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
LUP | TX | N/A | Licensed Under Parent |
|||||
MCR | 45-1638 | Medicare Under Parent |
05/12/06 | |||||
MCDP | TX | N/A | Medicaid Under Parent |
Gentiva | Page 41 | |||
Hospice Locations | of 46 |
2817 Family Hospice, Ltd. Tax ID: 75-2588221
Odyssey Hospice
1001 Water Street
Suite B-100
Kerrville, TX 78028-3513 Co. Kerr
Phone: (830)792-6200
Fax: (830)792-6204
ADS of 2816 San Antonio
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
LUP | TX | N/A | Licensed Under Parent |
|||||
MCR | 45-1563 | Medicare Under Parent |
||||||
MCD | TX | 000219700 | Medicaid |
01/01/01 |
2805 Family Hospice, Ltd. Tax ID: 75-2588221
Odyssey Hospice
1717A Norfolk Avenue,
4th Floor
Suite A
Lubbock, TX 79416-6065 Co. Lubbock
Phone: (806)748-1041
Fax: (806)748-6133
IPU - Lubbock 02806
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
LIC | TX | 005035 | Hospice License |
|||||
NPI | 1720098585 | NPI |
08/08/06 | |||||
MCR | 45-1520 | Medicare (Palmetto) |
||||||
MCD | TX | 000215200 | Medicaid |
09/01/99 |
2806 Family Hospice, Ltd. Tax ID: 75-2588221
Odyssey Hospice
1717A Norfolk Avenue,
4th Floor
Suite B
Lubbock, TX 79416-6065 Co. Lubbock
Phone: (806)784-3825
Fax: (806)791-5800
IPU of 2805 Lubbock
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
LUP | TX | N/A | Hospice In-Patient Unit Licensed Under Parent |
|||||
MCR | 45-1520 | Medicare Under Parent |
05/31/06 | |||||
CLI | 45D1053395 | CLIA Waiver |
04/24/06 |
2813 Family Hospice, Ltd. Tax ID: 75-2588221
Odyssey Hospice
402 North Bryant Blvd.
San Angelo, TX 76903-5257 Co. Tom Green
Phone: (325)481-0123
Fax: (325)481-3211
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
LIC | TX | 006693 | Hospice License |
|||||
NPI | 1609822295 | NPI |
05/25/06 | |||||
MCR | 45-1697 | Medicare (Palmetto) |
11/10/99 | |||||
MCD | TX | 000219500 | Medicaid |
06/18/05 |
Gentiva | Page 42 | |||
Hospice Locations | of 46 |
2814 Odyssey HealthCare Operating A, LP Tax ID: 75-2752908
Odyssey Hospice
4440 South Piedras Drive
Suite 125
San Antonio, TX 78228-1241 Co. Bexar
Phone: (210)733-1212
Fax: (210)733-1331
IPU - San Antonio 02815
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
LIC | TX | 007712 | Hospice License |
|||||
NPI | 1437150141 | NPI |
08/03/05 | |||||
MCR | 45-1682 | Medicare (Palmetto) |
07/09/98 | |||||
MCD | TX | 001003272 | Medicaid |
10/01/01 |
2815 Odyssey HealthCare Operating A, LP Tax ID: 75-2752908
Odyssey Hospice
13431 Blanco Road
San Antonio, TX 78216-2187 Co. Bexar
Phone: (210)492-1400
Fax: (210)492-1475
IPU of 2814 San Antonio
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
LUP | TX | N/A | Hospice In-Patient Unit Licensed Under Parent |
|||||
MCR | 45-1682 | Medicare Under Parent |
02/27/07 | |||||
MCDP | TX | N/A | Medicaid Under Parent |
|||||
CLI | 45D1048991 | CLIA Wavier |
2816 Family Hospice, Ltd. Tax ID: 75-2588221
Odyssey Hospice
1222 N. Main Avenue
Suite 600
San Antonio, TX 78212-5713 Co. Bexar
Phone: (210)738-8141
Fax: (210)738-3507
ADS - Kerrville 02817
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
LIC | TX | 004072 | Hospice License |
|||||
NPI | 1265441190 | NPI |
08/07/06 | |||||
MCR | 45-1563 | Medicare (Palmetto) |
08/19/92 | |||||
MCD | TX | 000216000 | Medicaid |
06/18/05 |
2812 Family Hospice, Ltd. Tax ID: 75-2588221
Odyssey Hospice
1911 Corporate Drive
Suite 104
San Marcos, TX 78666-6171 Co. Hays
Phone: (512)392-9138
Fax: (512)392-9148
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
LIC | TX | 004098 | Hospice License |
|||||
NPI | 1790795524 | NPI |
08/08/06 | |||||
MCR | 45-1640 | Medicare (Palmetto) |
||||||
MCD | TX | 001013335 | Medicaid |
05/01/05 |
Gentiva | Page 43 | |||
Hospice Locations | of 46 |
2832 Family Hospice, Ltd. Tax ID: 75-2588221
Odyssey Hospice
2626 South 37th Street
Suite B
Temple, TX 76504-7136 Co. Bell
Phone: (254)742-2000
Fax: (254)742-2023
ADS - Waco 02833
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
LIC | TX | 004135 | Hospice License |
|||||
NPI | 1588674352 | NPI |
08/08/06 | |||||
MCR | 45-1542 | Medicare (Palmetto) |
06/30/98 | |||||
MCD | TX | 000212400 | Medicaid |
09/01/99 |
2833 Family Hospice, Ltd. Tax ID: 75-2588221
Odyssey Hospice
510 North Valley Mills Drive
Suite 703
Waco, TX 76710-6077 Co. Mclennan
Phone: (254)399-0963
Fax: (254)399-8200
ADS of 2832 Temple
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
LUP | TX | N/A | Licensed Under Parent |
|||||
MCR | 45-1542 | Medicare Under Parent |
09/22/05 | |||||
MCD | TX | 001013936 | Medicaid |
01/01/06 |
2760 Odyssey HealthCare Operating A, LP Tax ID: 75-2752908
Odyssey Hospice
2001 Bates Drive
Suite 400
Waxahachie, TX 75167-4826 Co. Ellis
Phone: (972)938-9888
Fax: (972)938-9838
ADS/IPU - Dallas 02877
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
LIC | TX | 008430 | Hospice License |
|||||
NPI | 1417958380 | NPI |
08/02/05 | |||||
MCR | 45-1699 | Medicare (Palmetto) |
02/01/03 | |||||
MCD | TX | 001004555 | Medicaid |
02/01/03 |
UTAH
2807 Vista Hospice Care, LLC Tax ID: 86-0808230
Gentiva Hospice
4905 South 1500 West
Suite 100
Riverdale, UT 84405-7176 Co. Weber
Phone: (801)475-5300
Fax: (801)475-5235
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
LIC | UT | 816 | Hospice License |
|||||
NPI | 1578518775 | NPI |
||||||
MCR | 46-1502 | Medicare (Palmetto) |
06/01/96 | |||||
MCD | UT | 860808230004 | Medicaid |
Gentiva | Page 44 | |||
Hospice Locations | of 46 |
2808 Vista Hospice Care, LLC Tax ID: 86-0808230
Gentiva Hospice
1111 East Brickyard Road
Suite 107
Salt Lake City, UT 84106-2590 Co. Salt Lake
Phone: (801)467-7772
Fax: (801)467-7799
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
LIC | UT | 2013-Hosp-814 | Hospice License |
|||||
NPI | 1376599738 | NPI |
||||||
MCR | 46-1507 | Medicare (Palmetto) |
05/01/96 | |||||
MCD | UT | 860808230018 | Medicaid |
|||||
MCD | NV | 1376599738 | Medicaid |
VIRGINIA
2745 Odyssey HealthCare Operating B, LP Tax ID: 75-2937832
Gentiva Hospice
2801 Boulevard
Suite G
Colonial Heights, VA 23834-2323 Co. Colonial Heights
Phone: (804)504-0031
Fax: (804)504-0097
ADS of 2744 Richmond
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
LIC | VA | HSP-13158 | Hospice License |
|||||
NPI | 1740422047 | NPI |
04/01/09 | |||||
MCR | 49-1568 | Medicare Under Parent |
01/29/09 | |||||
MCD | VA | 1740422047 | Medicaid |
01/29/09 |
2744 Odyssey HealthCare Operating B, LP Tax ID: 75-2937832
Gentiva Hospice
8000 Franklin Farms Drive
Suite 100
Richmond, VA 23229-5002 Co. Henrico
Phone: (804)290-4300
Fax: (804)282-4535
ADS - Colonial Heights 02745
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
LIC | VA | HSP-1388 | Hospice License |
|||||
NPI | 1265433718 | NPI |
08/09/05 | |||||
MCR | 49-1568 | Medicare (Palmetto) |
11/13/03 | |||||
MCD | VA | 010047871 | Medicaid |
11/13/03 |
2734 Odyssey HealthCare Operating B, LP Tax ID: 75-2937832
Gentiva Hospice
8229 Boone Blvd.
Suite 510
Vienna, VA 22182-2634 Co. Fairfax
Phone: (703)821-9200
Fax: (703)821-9700
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
LIC | VA | HSP-1390 | Hospice License |
|||||
NPI | 1255332888 | NPI |
08/04/05 | |||||
MCR | 49-1569 | Medicare (Palmetto) |
03/25/04 | |||||
MCD | VA | 010069165 | Medicaid |
03/25/04 | ||||
MCD | DC | 060338800 | Medicaid |
11/09/11 |
Gentiva | Page 45 | |||
Hospice Locations | of 46 |
2738 Odyssey HealthCare Operating B, LP Tax ID: 75-2937832
Gentiva Hospice
5544 Greenwich Rd
Suite 202
Virginia Beach, VA 23462-6563 Co. Virginia Beach C
Phone: (757)461-0600
Fax: (757)461-0610
ADS - Williamsburg 02887
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
LIC | VA | HSP-1364 | Hospice License |
|||||
NPI | VA | 1346241981 | NPI |
08/04/05 | ||||
MCR | 49-1562 | Medicare (Palmetto) |
02/21/02 | |||||
MCD | VA | 4910524 | Medicaid |
02/21/02 |
2887 Odyssey HealthCare Operating B, LP Tax ID: 75-2937832
Gentiva Hospice
217 Bulifants Blvd.
Suite A
Williamsburg, VA 23188-5751 Co. York
Phone: (757)259-2481
Fax: (757)259-2482
ADS of 2738 Virginia Beach
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
LIC | VA | HSP-13194 | Hospice Licensure |
04/19/13 | ||||
MCR | 49-1562 | Medicare Under Parent |
04/09/13 |
WASHINGTON (CON State)
2891 Odyssey HealthCare Operating B, LP Tax ID: 75-2937832
Gentiva Hospice
22820 E. Appleway Ave
Liberty Lake, WA 99019-9514 Co. Spokane
Phone: (509)789-4377
Fax: (509)755-4962
ADS - Pullman 02892
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
LIC | WA | IHS.FS.60308060 | Certified license |
12/20/12 | ||||
NPI | 1205183878 | NPI |
||||||
MCR | 50-1534 | Medicare (NGS) |
||||||
MCD | ID | 1205183878(ID) | Medicaid |
02/13/13 | ||||
MCD | WA | 1205183878 | Washington Medicaid |
09/01/12 | ||||
CON | WA | N/A | CON Whitman County, WA |
|||||
CON | WA | 1448 | CON Spokane County, WA |
08/05/11 |
2892 Odyssey HealthCare Operating B, LP Tax ID: 75-2937832
Gentiva Hospice
1610 NE Eastgate Blvd
Suite 610
Pullman, WA 99163-5625 Co. Whitman
Phone: (509)332-2236
Fax: (509)332-2338
ADS of 2891 Liberty Lake
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
MCR | 50-1534 | Medicare - Hospice branch |
||||||
MCDP | WA | 1205183878 | Medicaid |
09/01/12 | ||||
MCDP | ID | 1205183878(ID) | Medicaid |
02/13/13 |
Gentiva | Page 46 | |||
Hospice Locations | of 46 |
2884 Odyssey HealthCare Operating B, LP Tax ID: 75-2937832
Odyssey Hospice
115 NE 100th Street
Bldg A
Suite 210
Seattle, WA 98125-8099 Co. King
Phone: (206)525-1090
Fax: (206)525-1091
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
LIC | WA | IHS.FS.60330209 | Hospice |
07/02/13 | ||||
NPI | 1689906125 | NPI |
02/09/10 | |||||
CON | WA | 1416R | CON |
03/07/12 |
WISCONSIN
2722 Odyssey HealthCare Operating B, LP Tax ID: 75-2937832
Gentiva Hospice
197 West Chestnut Street
Suite 100
Burlington, WI 53105-1200 Co. Racine
Phone: (262)767-8674
Fax: (262)767-8993
ADS of 2721 West Allis
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
LUP | WI | N/A | Licensed Under Parent |
|||||
MCR | 52-1559 | Medicare Under Parent |
||||||
MCDP | WI | N/A | Medicaid Under Parent |
2721 Odyssey HealthCare Operating B, LP Tax ID: 75-2937832
Gentiva Hospice
10150 West National Avenue
Suite 200
West Allis, WI 53227-2145 Co. Milwaukee
Phone: (414)546-3200
Fax: (414)546-3401
ADS - Burlington 02722
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
LIC | WI | 553 | Hospice License (Perpetual License) |
09/09/96 | ||||
NPI | 1538160163 | NPI |
08/04/05 | |||||
MCR | 52-1559 | Medicare (NGS-WI) |
07/01/01 | |||||
MCD | WI | 43189400 | Medicaid |
|||||
ANRP | WI | N/A | Hospice Annual Report |
Gentiva | Page 1 | |||
Home Health Agency Licensed, Medicare-Approved Locations | of 68 |
ALABAMA (CON State)
2412 Mid-South Home Health of Gadsden, LLC Tax ID: 14-1909499
Gentiva Health Services
8612 Highway 431
Suite 1
Albertville, AL 35950-0153 Co. Marshall
Phone: (256)878-1113
Fax: (256)878-3313
Branch of 2416 Rainbow City
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
MCR | 01-7018 | Medicare under parent |
||||||
BID | 01Q7018003 | Medicare Branch ID number |
2076 Gentiva Health Services (Certified), Inc. Tax ID: 11-3454105
Gentiva Health Services
1309 Antioch Road
Andalusia, AL 36420-3419 Co. Covington
Phone: (334)222-2172
Fax: (334)222-0757
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
MCR | 01-7121A | Medicare (CGS) |
09/27/93 | |||||
MCD | AL | GEN7121A | Medicaid |
11/07/98 | ||||
OTH | AL | 039-H7121 | SHPDA ID |
|||||
NPI | 1730118621 | NPI |
07/02/06 |
2174 Gentiva Certified HealthCare Corp. Tax ID: 11-2645333
Gentiva Health Services
1328 Greenbrier Dear Road
Anniston, AL 36207-6702 Co. Calhoun
Phone: (256)835-7101
Fax: (256)835-7190
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
MCR | 01-7151 | Medicare (CGS) |
10/05/00 | |||||
MCD | AL | GEN7151A | Medicaid |
10/05/00 | ||||
OTH | AL | 015-H7151 | SHPDA ID |
|||||
NPI | 1841229754 | NPI |
07/02/06 |
2558 Mid-South Home Health, LLC Tax ID: 63-0772385
Gentiva Health Services
905A South Clinton Street
Athens, AL 35611-3663 Co. Limestone
Phone: (256)232-9180
Fax: (256)216-5724
Branch of 2548 Moulton
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
MCR | 01-7071 | Medicare under parent |
||||||
BID | 01Q7071001 | Medicare Branch ID number |
Gentiva | Page 2 | |||
Home Health Agency Licensed, Medicare-Approved Locations | of 68 |
966 Gentiva Certified HealthCare Corp. Tax ID: 11-2645333
Gentiva Health Services
1108 East Park Drive
Birmingham, AL 35235-2560 Co. Jefferson
Phone: (205)836-0777
Fax: (205)945-8605
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
MCR | 01-7054 | Medicare (CGS) |
09/04/84 | |||||
MCD | AL | GEN7054A | Medicaid |
10/01/87 | ||||
OTH | AL | 073-H7054 | SHPDA ID |
|||||
NPI | 1477582393 | NPI |
07/02/06 |
2559 Mid-South Home Health, LLC Tax ID: 63-0772385
Gentiva Health Services
2200 Riverchase Center
Suite 700
Birmingham, AL 35244-2915 Co. Shelby
Phone: (205)739-7800
Fax: (205)985-0158
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
MCR | 01-7026 | Medicare (Palmetto) |
||||||
MCD | AL | MID7026A | Medicaid |
|||||
OTH | AL | 073-H7026 | SHPDA ID |
|||||
NPI | 1962459438 | NPI |
05/28/06 |
2650 Mid-South Home Health, LLC Tax ID: 63-0772385
Gentiva Health Services
118 6th Street South
Clanton, AL 35045-3540 Co. Chilton
Phone: (205)755-9926
Fax: (205)755-7597
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
MCR | 01-7166 | Medicare (Palmetto) |
05/11/09 | |||||
MCD | AL | 113425 | Medicaid |
05/11/09 | ||||
OTH | AL | 021-H7166 | SHPDA ID |
|||||
NPI | 1003067000 | NPI |
10/08/08 |
2651 Mid-South Home Health, LLC Tax ID: 63-0772385
Gentiva Health Services
1217 Cullman Shopping Center NW
Cullman, AL 35055-2859 Co. Cullman
Phone: (256)739-2992
Fax: (256)739-2932
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
MCR | 01-7171 | Medicare (Palmetto) |
09/02/09 | |||||
MCD | AL | 115216 | Medicaid ID |
09/02/09 | ||||
OTH | AL | 043-H7171 | SHPDA ID |
|||||
NPI | 1285885285 | NPI |
10/08/08 |
Gentiva | Page 3 | |||
Home Health Agency Licensed, Medicare-Approved Locations | of 68 |
2560 Mid-South Home Health, LLC Tax ID: 63-0772385
Gentiva Health Services
9037 Independence Avenue
Suite B
Daphne, AL 36526-7694 Co. Baldwin
Phone: (251)621-0882
Fax: (251)621-1942
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
MCR | 01-7058 | Medicare (Palmetto) |
||||||
MCD | AL | MID7058A | Medicaid |
|||||
OTH | AL | 003-H7058 | SHPDA ID |
|||||
NPI | 1497784326 | NPI |
07/02/06 |
2598 Gentiva Certified HealthCare Corp. Tax ID: 11-2645333
Gentiva Health Services
2740 Headland Avenue
Dothan, AL 36303-1236 Co. Houston
Phone: (334)944-2290
Fax: (334)699-3041
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
MCR | 01-7164 | Medicare (CGS) |
02/27/08 | |||||
MCD | AL | 116506 | Medicaid |
02/27/08 | ||||
OTH | AL | 069-H7164 | SHPDA ID |
|||||
NPI | 1467489385 | NPI |
2421 Mid-South Home Health Agency, LLC Tax ID: 82-0559199
Gentiva Health Services
1239 Rucker Blvd.
Enterprise, AL 36330-3624 Co. Coffee
Phone: (334)347-0234
Fax: (334)393-4495
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
MCR | 01-7013 | Medicare (Palmetto) |
||||||
MCD | AL | HOM7013A | Medicaid |
|||||
OTH | AL | 031-H7013 | SHPDA ID |
|||||
NPI | 1174552939 | NPI |
07/02/06 |
2545 Mid-South Home Health, LLC Tax ID: 63-0772385
Gentiva Health Services
3242 Florence Boulevard
Florence, AL 35634-2539 Co. Lauderdale
Phone: (256)764-9001
Fax: (256)767-9003
Branch of 2548 Moulton
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
MCR | 01-7071 | Medicare under parent |
||||||
BID | 01Q7071003 | Medicare Branch ID number |
Gentiva | Page 4 | |||
Home Health Agency Licensed, Medicare-Approved Locations | of 68 |
737 Gentiva Certified HealthCare Corp. Tax ID: 11-2645333
Gentiva Health Services
1390 N. McKenzie St.
Foley, AL 36535-2232 Co. Baldwin
Phone: (251)943-3002
Fax: (251)943-3302
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
MCR | 01-7052 | Medicare (CGS) |
09/20/84 | |||||
OTH | AL | 003-H7052 | SHPDA ID |
|||||
NPI | 1306875059 | NPI |
07/02/06 |
2415 Mid-South Home Health of Gadsden, LLC Tax ID: 14-1909499
Gentiva Health Services
716 Gault Avenue N
Fort Payne, AL 35967-2628 Co. De Kalb
Phone: (256)845-8994
Fax: (256)845-8964
Branch of 2416 Rainbow City
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
MCR | 01-7018 | Medicare under parent |
||||||
BID | 01Q7018002 | Medicare Branch ID number |
2423 Mid-South Home Health Agency, LLC Tax ID: 82-0559199
Gentiva Health Services
101 North Lincoln Street
Geneva, AL 36340-1210 Co. Geneva
Phone: (334)684-3919
Fax: (334)684-2394
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
MCR | 01-7048 | Medicare (Palmetto) |
||||||
MCD | AL | HOM7048A | Medicaid |
|||||
OTH | AL | 039-H7048 | SHPDA ID |
|||||
NPI | 1457380172 | NPI |
07/03/06 |
2674 Gentiva Certified HealthCare Corp. Tax ID: 11-2645333
Gentiva Health Services
12731 Hwy 17
(Mail: PO Box 300, zip code 36908-0300)
Suite 3
Gilbertown, AL 36908-5229 Co. Choctaw
Phone: (251)843-2808
Fax: (251)843-2777
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
MCR | 01-7090 | Medicare ((Palmetto) |
||||||
MCD | AL | 118177 | Medicaid |
|||||
OTH | AL | 023-H7090 | SHPDA ID |
|||||
NPI | 1457587404 | NPI |
06/04/09 |
Gentiva | Page 5 | |||
Home Health Agency Licensed, Medicare-Approved Locations | of 68 |
2575 Mid-South Home Health, LLC Tax ID: 63-0772385
Gentiva Health Services
185 Chateau Drive SW
Suite 102
Huntsville, AL 35801-7416 Co. Madison
Phone: (256)881-3266
Fax: (256)881-4015
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
MCR | 01-7161 | Medicare (Palmetto) |
03/15/07 | |||||
MCD | AL | 100830 | Medicaid |
03/15/07 | ||||
OTH | AL | 089-H4506 | SHPDA ID |
|||||
NPI | 1952345233 | NPI |
06/16/06 |
2652 Mid-South Home Health, LLC Tax ID: 63-0772385
Gentiva Health Services
1458 Jones Dairy Road
Suite 100
Jasper, AL 35501-6111 Co. Walker
Phone: (205)221-5234
Fax: (205)221-5242
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
MCR | 01-7170 | Medicare (Palmetto) |
09/04/09 | |||||
MCD | AL | 115181 | Medicaid |
09/04/09 | ||||
OTH | AL | 127-H7170 | SHPDA ID |
|||||
NPI | 1093966095 | NPI |
10/08/08 |
2653 Mid-South Home Health, LLC Tax ID: 63-0772385
Gentiva Health Services
824 Western America Drive
Mobile, AL 36609-4100 Co. Mobile
Phone: (251)316-0917
Fax: (251)316-3785
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
MCR | 01-7168 | Medicare (Palmetto) |
05/21/09 | |||||
MCD | AL | 115209 | Medicaid |
05/21/09 | ||||
OTH | AL | 097-H7168 | SHPDA ID |
|||||
NPI | 1457502452 | NPI |
10/08/08 |
2548 Mid-South Home Health, LLC Tax ID: 63-0772385
Gentiva Health Services
12521 Alabama Hwy. 157
Suite E and F
Moulton, AL 35650-1937 Co. Lawrence
Phone: (256) 974-2741
Fax: (256) 974-7287
Branch - Branch - Russellville 02551
Branch - Branch - Athens 02558
Branch - Branch - Florence 02545
Branch - Branch - Muscle Shoals 02576
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
MCR | 01-7071 | Medicare (Palmetto) |
||||||
MCD | AL | MID7071A | Medicaid |
|||||
OTH | AL | 079-H7071 | SHPDA ID |
|||||
NPI | 1376572081 | NPI |
07/03/06 |
Gentiva | Page 6 | |||
Home Health Agency Licensed, Medicare-Approved Locations | of 68 |
2576 Mid-South Home Health, LLC Tax ID: 63-0772385
Gentiva Health Services
716 State Street
Muscle Shoals, AL 35661-2940 Co. Colbert
Phone: (256)389-2855
Fax: (256)389-2885
Branch of 2548 Moulton
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
MCR | 01-7071 | Medicare Under Parent |
||||||
BID | 01Q7071006 | Medicare Branch ID Number |
10/01/06 |
2654 Mid-South Home Health, LLC Tax ID: 63-0772385
Gentiva Health Services
3319 Dr. John Haynes Dr.
Suite 4
Pell City, AL 35125-1583 Co. Saint Clair
Phone: (205)338-8440
Fax: (205)338-8443
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
MCR | 01-7167 | Medicare (Palmetto) |
05/20/09 | |||||
MCD | AL | 114806 | Medicaid |
05/20/09 | ||||
OTH | AL | 115-H7167 | SHPDA ID |
|||||
NPI | 1366693368 | NPI |
10/08/08 |
2410 Chattahoochee Valley Home Health, LLC Tax ID: 34-1994007
Gentiva Health Services
River Chase Office Park,
5009 River Chase Dr., Bldg 100
Suite D
Phenix City, AL 36867-7484 Co. Russell
Phone: (334)297-6900
Fax: (334)297-6903
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
MCR | 01-7307 | Medicare (Palmetto) |
05/04/82 | |||||
MCD | AL | 141925 | Medicaid |
07/01/12 | ||||
OTH | AL | 113-H7307 | SHPDA ID |
|||||
NPI | 1336170570 | NPI |
07/05/06 |
2676 Mid-South Home Health, LLC Tax ID: 63-0772385
Gentiva Health Services
11123 Chantilly Parkway,
Unit L
Pike Road, AL 36064-2881 Co. Montgomery
Phone: (334)270-1151
Fax: (334)270-1154
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
MCR | 01-7056 | Medicare (Palmetto) |
12/03/84 | |||||
MCD | AL | MID7056A | Medicaid |
|||||
OTH | AL | 101-H7056 | SHPDA ID |
|||||
NPI | 1013946722 | NPI |
07/03/06 |
Gentiva | Page 7 | |||
Home Health Agency Licensed, Medicare-Approved Locations | of 68 |
802 Gentiva Certified HealthCare Corp. Tax ID: 11-2645333
Gentiva Health Services
1294-A East Main Street
Prattville, AL 36066-5527 Co. Autauga
Phone: (334)361-9806
Fax: (334)361-9827
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
MCR | 01-7055 | Medicare (CGS) |
06/08/84 | |||||
MCD | AL | GEN7055A | Medicaid |
11/01/88 | ||||
MCD | AL | 000041146 | Cert DME Medicaid |
08/30/94 | ||||
OTH | AL | 001-H7055 | SHPDA ID |
|||||
NPI | 1134158843 | NPI |
07/03/06 |
2416 Mid-South Home Health of Gadsden, LLC Tax ID: 14-1909499
Gentiva Health Services
3225 Rainbow Drive
Suite 256
Rainbow City, AL 35906-5861 Co. Etowah
Phone: (256)442-1138
Fax: (256)442-3136
Branch - Branch - Albertville 02412
Branch - Branch - Fort Payne 02415
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
MCR | 01-7018 | Medicare (Palmetto) |
||||||
MCD | AL | MID7018A | Medicaid |
|||||
OTH | AL | 055-H7018 | SHPDA ID |
|||||
NPI | 1740219591 | NPI |
07/02/06 |
2551 Mid-South Home Health, LLC Tax ID: 63-0772385
Gentiva Health Services
12200 Highway 43 Bypass
Russellville, AL 35653-4737 Co. Franklin
Phone: (256)332-3375
Fax: (256)332-6505
Branch of 2548 Moulton
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
MCR | 01-7071 | Medicare under parent |
||||||
BID | 01Q7071005 | Medicare Branch ID number |
2430 Mid-South Home Health, LLC Tax ID: 63-0772385
Gentiva Health Services
200 Central Park Place
Selma, AL 36701-7735 Co. Dallas
Phone: (334)872-6637
Fax: (334)872-6620
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
MCR | 01-7084 | Medicare (Palmetto) |
||||||
OTH | AL | 047-H7084 | SHPDA ID |
|||||
NPI | 1558392795 | NPI |
07/05/06 |
Gentiva | Page 8 | |||
Home Health Agency Licensed, Medicare-Approved Locations | of 68 |
2173 Gentiva Certified HealthCare Corp. Tax ID: 11-2645333
Gentiva Health Services
1025 West Fort Williams St.
Sylacauga, AL 35150-2301 Co. Talladega
Phone: (256)249-4363
Fax: (256)249-3619
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
MCR | 01-7152 | Medicare (CGS) |
10/05/00 | |||||
MCD | AL | GEN7152A | Medicaid |
10/05/00 | ||||
MCD | AL | 009907095 | DME Medicaid |
11/01/02 | ||||
OTH | AL | 121-H7152 | SHPDA ID |
|||||
NPI | 1275564437 | NPI |
07/05/06 |
ARKANSAS (CON State)
695 Gentiva Certified HealthCare Corp. Tax ID: 11-2645333
Gentiva Health Services
3321 South 74th Street
Suite B
Fort Smith, AR 72903-5094 Co. Sebastian
Phone: (479)452-0424
Fax: (479)452-0960
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
LIC | AR | AR4999 | Certified Class A License |
|||||
MCR | 04-7038 | Medicare (CGS) |
02/16/82 | |||||
MCD | AR | 129054514 | HHA Medicaid |
03/01/89 | ||||
NPI | 1619909884 | NPI |
06/23/06 |
696 Gentiva Certified HealthCare Corp. Tax ID: 11-2645333
Gentiva Health Services
4328 Central Avenue
Suite E
Hot Springs, AR 71913-5907 Co. Garland
Phone: (501)525-5888
Fax: (501)525-5897
Branch - Branch - Hot Springs Village 02663
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
LIC | AR | AR4681 | Certified Class A License |
|||||
MCR | 04-7105 | Medicare (CGS) |
10/12/88 | |||||
MCD | AR | 129062514 | HHA Medicaid |
01/01/96 | ||||
NPI | 1235161407 | NPI |
06/23/06 |
2663 Gentiva Certified HealthCare Corp. Tax ID: 11-2645333
Gentiva Health Services
4409 North Hwy 7,
Summers Bldg.
Suite 10
Hot Springs Village, AR 71909-9318 Co. Garland
Phone: (501)984-5034
Fax: (501)984-5037
Branch of 696 Hot Springs
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
MCR | 04-7105 | Medicare Under Parent |
||||||
BID | 04Q7105001 | Medicare Branch ID# |
03/19/09 |
Gentiva | Page 9 | |||
Home Health Agency Licensed, Medicare-Approved Locations | of 68 |
98 Gentiva Certified HealthCare Corp. Tax ID: 11-2645333
Gentiva Health Services
10825 Financial Centre Parkway
Suite 210
Little Rock, AR 72211-3545 Co. Pulaski
Phone: (501)223-8310
Fax: (501)223-8315
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
LIC | AR | AR4831 | Certified Class A License |
|||||
MCR | 04-7029 | Medicare (CGS) |
10/22/81 | |||||
MCD | AR | 129059514 | HHA Medicaid |
10/01/87 | ||||
NPI | 1093747347 | NPI |
06/23/06 |
ARIZONA
2656 Gentiva Certified HealthCare Corp. Tax ID: 11-2645333
Gentiva Health Services
1910 South Stapely Drive
Suite 107
Mesa, AZ 85204-6675 Co. Maricopa
Phone: (480)838-5553
Fax: (480)838-3347
Branch of 2603 Phoenix
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
MCR | 03-7037 | Medicare Under Parent |
||||||
BID | 03Q7037001 | Medicare Branch ID |
11/26/02 |
5 Gentiva Certified HealthCare Corp. Tax ID: 11-2645333
Gentiva Health Services
14050 North 83rd Avenue
Suite 150
Peoria, AZ 85381-5645 Co. Maricopa
Phone: (623)979-7471
Fax: (623)979-3352
Branch of 2603 Phoenix
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
MCR | 03-7037 | Medicare Under Parent |
||||||
BID | 03Q7037002 | Medicare Branch ID |
07/18/08 |
2603 Gentiva Certified HealthCare Corp. Tax ID: 11-2645333
Gentiva Health Services
16620 North 40th Street
Suite D4
Phoenix, AZ 85032-3350 Co. Maricopa
Phone: (602)992-0709
Fax: (602)992-7196
Branch - Branch - Mesa 02656
Branch - Branch - Peoria 00005
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
LIC | AZ | HHA0039 | Certified License |
04/01/83 | ||||
MCR | 03-7037 | Medicare (CGS) |
03/21/83 | |||||
MCD | AZ | 333724 | Certified Medicaid |
01/13/89 | ||||
NPI | 1437185139 | NPI |
06/30/06 |
Gentiva | Page 10 | |||
Home Health Agency Licensed, Medicare-Approved Locations | of 68 |
45 Gentiva Certified HealthCare Corp. Tax ID: 11-2645333
Gentiva Health Services
6400 East El Dorado Circle
Suite 120
Tucson, AZ 85715-4601 Co. Pima
Phone: (520)731-1333
Fax: (520)731-2722
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
LIC | AZ | HHA0171 | Certified License |
02/01/83 | ||||
MCR | 03-7036 | Medicare (CGS) |
01/27/83 | |||||
MCD | AZ | 351586 | Certified Medicaid |
01/13/89 | ||||
NPI | 1952337651 | NPI |
06/30/06 |
CALIFORNIA
603 Gentiva Certified HealthCare Corp. Tax ID: 11-2645333
Gentiva Health Services
1503 North Imperial Avenue
Suite 104
El Centro, CA 92243-6301 Co. Imperial
Phone: (760)353-3773
Fax: (760)353-5128
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
LIC | CA | 080000283 | Certified License |
|||||
MCR | 55-7139 | Medicare (CGS) |
07/26/91 | |||||
MCD | CA | HHA57139G | Certified Medicaid |
|||||
NPI | 1194755223 | NPI |
06/23/06 |
878 Gentiva Certified HealthCare Corp. Tax ID: 11-2645333
Gentiva Health Services
3240 El Camino Real
Suite 190
Irvine, CA 92602-1385 Co. Orange
Phone: (714)505-3087
Fax: (714)505-3467
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
LIC | CA | 060000282 | Certified License |
11/21/90 | ||||
MCR | 55-7104 | Medicare (CGS) |
11/16/90 | |||||
MCD | CA | HHA07896G | Certified Medicaid |
|||||
NPI | 1689600389 | NPI |
06/30/06 |
2248 Gentiva Certified HealthCare Corp. Tax ID: 11-2645333
Gentiva Health Services
4216 Kiernan Avenue
Suite 100
Modesto, CA 95356-8500 Co. Stanislaus
Phone: (209)545-7803
Fax: (209)545-7812
Branch of 588 Stockton
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
MCR | 05-8025 | Medicare Under Parent |
09/15/03 | |||||
BID | 05Q8025002 | Medicare Branch ID Number |
10/03/07 |
Gentiva | Page 11 | |||
Home Health Agency Licensed, Medicare-Approved Locations | of 68 |
573 Gentiva Certified HealthCare Corp. Tax ID: 11-2645333
Gentiva Health Services
2281 Lava Ridge Court
Suite 120
Roseville, CA 95661-2804 Co. Placer
Phone: (916)929-2229
Fax: (916)929-0642
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
LIC | CA | 100000164 | Certified License |
|||||
MCR | 05-7168 | Medicare (CGS) |
03/06/78 | |||||
MCD | CA | HHA07168F | Certified Medicaid |
12/02/97 | ||||
NPI | 1063444248 | NPI |
06/23/06 |
614 Gentiva Certified HealthCare Corp. Tax ID: 11-2645333
Gentiva Health Services
2525 Camino Del Rio South
Suite 220
San Diego, CA 92108-3719 Co. San Diego
Phone: (619)299-9900
Fax: (619)299-9938
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
LIC | CA | 080000015 | Certified License |
|||||
MCR | 05-7143 | Medicare (CGS) |
09/01/83 | |||||
MCD | CA | HHA07143H | Certified Medicaid |
|||||
NPI | 1003846130 | NPI |
06/23/06 |
479 Gentiva Certified HealthCare Corp. Tax ID: 11-2645333
Gentiva Health Services
4030 Moorpark Ave.
Suite 251
San Jose, CA 95117-1807 Co. Santa Clara
Phone: (408)261-2801
Fax: (408)261-9202
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
LIC | CA | 070000279 | Certified License |
|||||
MCR | 55-7052 | Medicare (CGS) |
07/07/89 | |||||
MCD | CA | HHA07842F | Certified Medicaid |
12/30/97 | ||||
NPI | 1710919998 | NPI |
06/23/06 |
592 Gentiva Certified HealthCare Corp. Tax ID: 11-2645333
Gentiva Health Services
3220 S. Higuera St.
Suite 101
San Luis Obispo, CA 93401-6983 Co. San Luis Obispo
Phone: (805)544-4402
Fax: (805)544-8735
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
LIC | CA | 050000095 | Certified License |
|||||
MCR | 05-7203 | Medicare (CGS) |
12/12/78 | |||||
MCD | CA | HHA07203G | Certified Medicaid |
|||||
NPI | 1861428567 | NPI |
06/30/06 |
Gentiva | Page 12 | |||
Home Health Agency Licensed, Medicare-Approved Locations | of 68 |
699 Gentiva Certified HealthCare Corp. Tax ID: 11-2645333
Gentiva Health Services
1260 North Dutton Avenue
Suite 150
Santa Rosa, CA 95401-4680 Co. Sonoma
Phone: (707)545-7114
Fax: (707)545-8026
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
LIC | CA | 010000084 | Certified License |
01/01/96 | ||||
MCR | 05-7036 | Medicare (CGS) |
||||||
MCD | CA | ZZR07036H | Certified Medicaid |
|||||
NPI | 1700813615 | NPI |
06/30/06 |
588 Gentiva Certified HealthCare Corp. Tax ID: 11-2645333
Gentiva Health Services
10100 Trinity Parkway
Suite 450
Stockton, CA 95219-7241 Co. San Joaquin
Phone: (209)474-7881
Fax: (209)474-2958
Branch - Branch - Modesto 02248
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
LIC | CA | 100000602 | Certified License |
01/01/97 | ||||
MCR | 05-8025 | Medicare (CGS) |
08/07/97 | |||||
MCD | CA | HHA08025F | Certified Medicaid |
10/22/97 | ||||
NPI | 1962434134 | NPI |
06/23/06 |
COLORADO
2636 PHHC Acquisition Corp. Tax ID: 38-3784032
Gentiva Health Services
3650 Rebecca Lane
Colorado Springs, CO 80917-5005 Co. El Paso
Phone: (719)531-9585
Fax: (719)531-7063
Branch - Branch - Greenwood Village 02635
Branch - Branch - Pueblo 02637
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
LIC | CO | 040504 | Certified License |
08/31/09 | ||||
MCR | 06-7129 | Medicare (CGS) |
02/01/95 | |||||
MCD | CO | 26079747 | Medicaid |
|||||
NPI | 1346408762 | NPI |
2635 PHHC Acquisition Corp. Tax ID: 38-3784032
Gentiva Health Services
6000 Greenwood Plaza Blvd.
Suite 130
Greenwood Village, CO 80111-4817 Co. Arapahoe
Phone: (303)433-3500
Fax: (303)480-9746
Branch of 2636 Colorado Springs
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
MCR | 06-7129 | Medicare Under Parent |
||||||
BID | 06Q7129001 | Medicare Branch ID number |
Gentiva | Page 13 | |||
Home Health Agency Licensed, Medicare-Approved Locations | of 68 |
2637 PHHC Acquisition Corp. Tax ID: 38-3784032
Gentiva Health Services
2441 South Prairie Avenue
Pueblo, CO 81005-2886 Co. Pueblo
Phone: (719)583-0832
Fax: (719)583-0849
Branch of 2636 Colorado Springs
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
MCR | 06-7129 | Medicare Under Parent |
||||||
BID | 06Q7129002 | Medicare Branch ID Number |
06/01/08 |
CONNECTICUT
600 Gentiva Certified HealthCare Corp. Tax ID: 11-2645333
Gentiva Health Services
30 Stanford Drive
Farmington, CT 06032-2453 Co. Hartford
Phone: (860)674-1302
Fax: (860)674-9526
Branch - Branch - Old Saybrook 02693
Branch - Branch - Hamden 02200
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
LIC | CT | 9612801 | Certified License |
|||||
MCR | 07-7162 | Medicare (CGS) |
03/30/84 | |||||
MCD | CT | 004043758 | Certified Medicaid |
03/30/94 | ||||
NPI | 1891726568 | NPI |
07/05/06 |
2200 Gentiva Certified HealthCare Corp. Tax ID: 11-2645333
Gentiva Health Services
1952 Whitney Avenue, 1st Floor
Hamden, CT 06517-1209 Co. New Haven
Phone: (203)287-3174
Fax: (203)287-0256
Branch of 600 Farmington
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
MCR | 07-7162 | Under Parent |
01/01/00 | |||||
BID | 07Q7162001 | CMS Branch ID Number |
2693 Gentiva Certified HealthCare Corp. Tax ID: 11-2645333
Gentiva Health Services
210 Main Street
Suite 1A & 2
Old Saybrook, CT 06475-2333 Co. Middlesex
Phone: (860)510-0210
Fax: (860)510-0508
Branch of 600 Farmington
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
MCR | 07-7162 | Under parent |
05/15/10 | |||||
BID | 07Q7162003 | Medicare Branch ID Number |
05/15/10 |
Gentiva | Page 14 | |||
Home Health Agency Licensed, Medicare-Approved Locations | of 68 |
722 Gentiva Certified HealthCare Corp. Tax ID: 11-2645333
Gentiva Health Services
99 Hawley Lane
Suite 1101
Stratford, CT 06614-1204 Co. Fairfield
Phone: (203)377-5117
Fax: (203)377-5187
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
LIC | CT | C9815107 | Cert License |
07/01/97 | ||||
MCR | 07-7218 | Medicare (CGS) |
07/01/97 | |||||
MCD | CT | 004177699 | Cert Medicaid |
07/01/97 | ||||
NPI | 1588691448 | NPI |
06/27/06 |
FLORIDA
2583 Gentiva Health Services (Certified), Inc. Tax ID: 11-3454105
Gentiva Health Services
425 South Hunt Club Blvd.
Suite 1001
Apopka, FL 32703-2428 Co. Orange
Phone: (407)865-7671
Fax: (407)865-7675
Branch of 2073 Orlando
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
MCR | 10-7234A | Medicare under parent |
||||||
BID | 10Q7234003 | Medicare Branch ID Number |
12/14/06 |
2049 Gentiva Health Services (Certified), Inc. Tax ID: 11-3454105
Gentiva Health Services
402 43rd Street West
Bradenton, FL 34209-2953 Co. Manatee
Phone: (941)749-2990
Fax: (941)749-5299
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
LIC | FL | 204320954 | Certified License |
11/07/99 | ||||
MCR | 10-7136A | Medicare (CGS) |
||||||
NPI | 1700821097 | NPI |
06/19/06 |
2101 Gentiva Health Services (Certified), Inc. Tax ID: 11-3454105
Gentiva Health Services
2215 S. Ferdon Blvd. Court Plaza
Crestview, FL 32536-8458 Co. Okaloosa
Phone: (850)682-9615
Fax: (850)682-6785
Branch of 2100 Fort Walton Beach
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
MCR | 10-7240B | Medicare under parent |
||||||
BID | 10Q7240003 | Medicare Branch ID number |
Gentiva | Page 15 | |||
Home Health Agency Licensed, Medicare-Approved Locations | of 68 |
2063 Gentiva Health Services (Certified), Inc. Tax ID: 11-3454105
Gentiva Health Services
1717 North Clyde Morris Blvd.
Suite 140
Daytona Beach, FL 32117-5532 Co. Volusia
Phone: (386)274-1088
Fax: (386)274-1419
Branch - Branch - Deland 02181
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
LIC | FL | 209080962 | Certified License |
|||||
MCR | 10-7338A | Medicare (CGS) |
||||||
NPI | 1114955713 | NPI |
06/30/06 |
2181 Gentiva Health Services (Certified), Inc. Tax ID: 11-3454105
Gentiva Health Services
844 North Stone Street
Suite 206
Deland, FL 32720-3208 Co. Volusia
Phone: (386)736-9224
Fax: (386)734-3444
Branch of 2063 Daytona Beach
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
MCR | 10-7338A | Medicare under parent |
||||||
BID | 10Q7338002 | Medicare Branch ID number |
2100 Gentiva Health Services (Certified), Inc. Tax ID: 11-3454105
Gentiva Health Services
340 Beal Parkway NW
Suite B
Fort Walton Beach, FL 32548-3924 Co. Okaloosa
Phone: (850)862-3240
Fax: (850)862-7976
Branch - Branch - Crestview 02101
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
LIC | FL | 208220964 | Certified License |
11/07/98 | ||||
MCR | 10-7240B | Medicare (CGS) |
06/01/87 | |||||
NPI | 1518991215 | NPI |
07/10/06 |
2091 Gentiva Health Services (Certified), Inc. Tax ID: 11-3454105
Gentiva Health Services
4011 NW 43rd Street
Suite C
Gainesville, FL 32606-4609 Co. Alachua
Phone: (352)376-3221
Fax: (352)376-7525
Branch - Branch - Trenton 02093
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
LIC | FL | 202600961 | Certified License |
|||||
MCR | 10-7486B | Medicare (CGS) |
11/07/98 | |||||
NPI | 1114956349 | NPI |
07/01/06 |
Gentiva | Page 16 | |||
Home Health Agency Licensed, Medicare-Approved Locations | of 68 |
2090 Gentiva Health Services (Certified), Inc. Tax ID: 11-3454105
Gentiva Health Services
8657 Baypine Road
Suite 100
Jacksonville, FL 32256-8634 Co. Duval
Phone: (904)731-3515
Fax: (904)731-9303
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
LIC | FL | 208680963 | Certified License |
|||||
MCR | 10-7290B | Medicare (CGS) |
02/19/90 | |||||
NPI | 1689603870 | NPI |
07/01/06 |
2182 Gentiva Health Services (Certified), Inc. Tax ID: 11-3454105
Gentiva Health Services
3296 North Greenwald Way
Kissimmee, FL 34741-0728 Co. Osceola
Phone: (407)935-1235
Fax: (407)935-1329
Branch of 2073 Orlando
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
LIC | FL | 299991525 | Certified License |
09/10/01 | ||||
MCR | 10-7234A | Medicare under parent |
||||||
BID | 10Q7234001 | Medicare Branch ID |
2084 Gentiva Health Services (Certified), Inc. Tax ID: 11-3454105
Gentiva Health Services
419 SW State Road 247
Suite 109
Lake City, FL 32025-8318 Co. Columbia
Phone: (386)758-3490
Fax: (386)758-3493
Branch - Branch - Live Oak 02083
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
LIC | FL | 206340963 | Certified License |
11/07/98 | ||||
MCR | 10-7420A | Medicare (CGS) |
11/07/98 | |||||
NPI | 1669406377 | NPI |
07/10/06 |
2047 Gentiva Health Services (Certified), Inc. Tax ID: 11-3454105
Gentiva Health Services
3671 Innovation Drive
Lakeland, FL 33812-4106 Co. Polk
Phone: (863)648-9118
Fax: (863)687-7717
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
LIC | FL | 208130961 | Certified License |
|||||
MCR | 10-7166B | Medicare (CGS) |
11/07/98 | |||||
NPI | 1427082122 | NPI |
07/10/06 |
Gentiva | Page 17 | |||
Home Health Agency Licensed, Medicare-Approved Locations | of 68 |
2085 Gentiva Health Services (Certified), Inc. Tax ID: 11-3454105
Gentiva Health Services
2417 North Lecanto Highway
Lecanto, FL 34461-9677 Co. Citrus
Phone: (352)746-5010
Fax: (352)746-5508
Branch of 2086 Ocala
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
LIC | FL | 20872096 | Certified License |
11/07/98 | ||||
MCR | 10-7512A | Medicare under parent |
||||||
BID | 10Q7512001 | Medicare Branch ID number |
2259 Gentiva Health Services (Certified), Inc. Tax ID: 11-3454105
Gentiva Health Services
1600 West Main Street
Leesburg, FL 34748-2811 Co. Lake
Phone: (352)787-2780
Fax: (352)787-3995
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
LIC | FL | 299991869 | Certified License |
01/23/04 | ||||
MCR | 10-8045 | Medicare (CGS) |
04/22/04 | |||||
NPI | 1134153836 | NPI |
07/10/06 |
2083 Gentiva Health Services (Certified), Inc. Tax ID: 11-3454105
Gentiva Health Services
712 South Ohio Avenue
Live Oak, FL 32064-3817 Co. Suwannee
Phone: (386)364-4593
Fax: (386)362-6541
Branch of 2084 Lake City
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
LIC | FL | 219160962 | Certified License |
11/07/98 | ||||
MCR | 10-7420A | Medicare under parent |
||||||
BID | 10Q7420001 | Medicare Branch ID number |
2639 Gentiva Health Services (Certified), Inc. Tax ID: 11-3454105
Gentiva Health Services
2491 Commercial Park Dr.
Marianna, FL 32448-2521 Co. Jackson
Phone: (850)526-1932
Fax: (850)526-1938
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
LIC | FL | 299992355 | Certified License |
03/16/06 | ||||
MCR | 10-9102 | Medicare (CGS) |
09/22/08 | |||||
NPI | 1194918854 | NPI |
08/24/07 |
Gentiva | Page 18 | |||
Home Health Agency Licensed, Medicare-Approved Locations | of 68 |
2069 Gentiva Health Services (Certified), Inc. Tax ID: 11-3454105
Gentiva Health Services
8247 Devereux Drive
Suite 103
Melbourne, FL 32940-8227 Co. Brevard
Phone: (321)255-9995
Fax: (321)255-5874
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
LIC | FL | 213290962 | Certified License |
|||||
MCR | 10-7112A | Medicare (CGS) |
||||||
NPI | 1518996461 | NPI |
07/02/06 |
2435 Access Home Health of Florida, LLC Tax ID: 06-1451363
Gentiva Health Services
1333 Gateway Drive
Suite 1020
Melbourne, FL 32901-2648 Co. Brevard
Phone: (321)725-4799
Fax: (321)725-3703
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
LIC | FL | 213070962 | Certified License |
|||||
MCR | 10-7383 | Medicare (Palmetto) |
||||||
NPI | 1821027780 | NPI |
07/02/06 |
2086 Gentiva Health Services (Certified), Inc. Tax ID: 11-3454105
Gentiva Health Services
311 SE 17th Place
Ocala, FL 34471-5224 Co. Marion
Phone: (352)402-0660
Fax: (352)629-0167
Branch - Branch - Lecanto 02085
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
LIC | FL | 20826096 | Certified License |
11/07/98 | ||||
MCR | 10-7512A | Medicare (CGS) |
11/07/98 | |||||
NPI | 1841229515 | NPI |
07/02/06 |
2073 Gentiva Health Services (Certified), Inc. Tax ID: 11-3454105
Gentiva Health Services
4776 New Broad St.
Suite 110
Orlando, FL 32814-6423 Co. Orange
Phone: (407)894-5703
Fax: (407)894-5704
Branch - Branch - Kissimmee 02182
Branch - Branch - Apopka 02583
Branch - Branch - Sanford 02180
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
LIC | FL | 21293096 | Certified License |
11/07/98 | ||||
MCR | 10-7234A | Medicare (CGS) |
11/07/98 | |||||
NPI | 1023045390 | NPI |
06/26/06 |
Gentiva | Page 19 | |||
Home Health Agency Licensed, Medicare-Approved Locations | of 68 |
2097 Gentiva Health Services (Certified), Inc. Tax ID: 11-3454105
Gentiva Health Services
205 Zeagler Dr
Suite 401
Palatka, FL 32177-3887 Co. Putnam
Phone: (386)328-0202
Fax: (386)325-9872
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
LIC | FL | 208270962 | Certified License |
11/07/98 | ||||
MCR | 10-7514A | Medicare (CGS) |
12/28/89 | |||||
NPI | 1043244742 | NPI |
07/10/06 |
2080 Gentiva Health Services (Certified), Inc. Tax ID: 11-3454105
Gentiva Health Services
475 Harrison Avenue
Suite 250
Panama City, FL 32401-2745 Co. Bay
Phone: (850)769-3398
Fax: (850)769-4877
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
LIC | FL | 20084096 | Certified License |
11/07/98 | ||||
MCR | 10-7275A | Medicare (CGS) |
11/07/98 | |||||
NPI | 1083648950 | NPI |
07/10/06 |
2104 Gentiva Health Services (Certified), Inc. Tax ID: 11-3454105
Gentiva Health Services
4700 Bayou Blvd., Bldg 1C
Pensacola, FL 32503-2670 Co. Escambia
Phone: (850)477-5800
Fax: (850)477-9283
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
LIC | FL | 20768096 | Certified License |
11/07/98 | ||||
MCR | 10-7100A | Medicare (CGS) |
11/07/98 | |||||
NPI | 1134159510 | NPI |
07/03/06 |
2881 Gentiva Health Services (Certified), Inc. Tax ID: 11-3454105
Gentiva Health Services
1200 South Pine Island Road
Suite 375
Plantation, FL 33324-4410 Co. Broward
Phone: (954)472-1814
Fax: (954)693-0219
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
LIC | FL | 208670961 | Certified License |
11/07/98 | ||||
MCR | 10-7098B | Medicare (CGS) |
11/07/98 | |||||
NPI | 1275562001 | NPI |
07/02/06 |
2438 Access Home Health of Florida, LLC Tax ID: 06-1451363
Gentiva Health Services
1832 SE Port St. Lucie Blvd.
Port Saint Lucie, FL 34952-5545 Co. Saint Lucie
Phone: (772)335-3245
Fax: (772)337-5236
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
LIC | FL | 299991086 | Certified License |
|||||
MCR | 10-7586 | Medicare (Palmetto) |
||||||
NPI | 1831129162 | NPI |
07/03/06 |
Gentiva | Page 20 | |||
Home Health Agency Licensed, Medicare-Approved Locations | of 68 |
2432 Access Home Health of Florida, LLC Tax ID: 06-1451363
Gentiva Health Services
2906 Falkenberg Road
Riverview, FL 33578-2554 Co. Hillsborough
Phone: (813)612-5989
Fax: (813)621-9682
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
LIC | FL | 299991033 | Certified License |
|||||
MCR | 10-7565 | Medicare (Palmetto) |
04/25/97 | |||||
NPI | 1730117482 | NPI |
06/29/06 |
2186 Gentiva Health Services (Certified), Inc. Tax ID: 11-3454105
Gentiva Health Services
6006 49th Street North
Suite 340
Saint Petersburg, FL 33709-2149 Co. Pinellas
Phone: (727)525-0721
Fax: (727)527-7635
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
LIC | FL | 20830096 | Certified License |
11/07/99 | ||||
MCR | 10-7171B | Medicare (CGS) |
11/07/98 | |||||
NPI | 1003844655 | NPI |
06/30/06 |
2180 Gentiva Health Services (Certified), Inc. Tax ID: 11-3454105
Gentiva Health Services
730 Lexington Green Lane
Sanford, FL 32771-1019 Co. Seminole
Phone: (407)328-9304
Fax: (407)328-5290
Branch of 2073 Orlando
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
LIC | FL | 209060964 | Certified License |
11/07/98 | ||||
MCR | 10-7234A | Medicare under parent |
11/07/98 | |||||
BID | 10Q7234002 | Medicare Branch ID number |
2031 Gentiva Health Services (Certified), Inc. Tax ID: 11-3454105
Gentiva Health Services
2201 Cantu Court
Suite 104
Sarasota, FL 34232-6254 Co. Sarasota
Phone: (941)343-0509
Fax: (941)342-9718
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
LIC | FL | 208620963 | Certified License |
11/07/98 | ||||
MCR | 10-7132B | Medicare (CGS) |
11/07/98 | |||||
NPI | 1689608382 | NPI |
07/10/06 |
2062 Gentiva Health Services (Certified), Inc. Tax ID: 11-3454105
Gentiva Health Services
260 Mariner Boulevard
Spring Hill, FL 34609-5691 Co. Hernando
Phone: (352)683-6858
Fax: (352)683-7767
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
LIC | FL | 20419096 | Certified License |
11/07/98 | ||||
MCR | 10-7330B | Medicare (CGS) |
11/07/98 | |||||
NPI | 1972533180 | NPI |
07/03/06 |
Gentiva | Page 21 | |||
Home Health Agency Licensed, Medicare-Approved Locations | of 68 |
2098 Gentiva Health Services (Certified), Inc. Tax ID: 11-3454105
Gentiva Health Services
2450 Tim Gamble Place
Tallahassee, FL 32308-4383 Co. Leon
Phone: (850)878-2191
Fax: (850)942-2147
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
LIC | FL | 208730961 | Certified License |
11/07/98 | ||||
MCR | 10-7200B | Medicare (CGS) |
11/07/98 | |||||
NPI | 1982634101 | NPI |
07/04/06 |
2048 Gentiva Health Services (Certified), Inc. Tax ID: 11-3454105
Gentiva Health Services
14497 North Dale Mabry Highway
Suite 220-N
Tampa, FL 33618-2047 Co. Hillsborough
Phone: (813)961-8446
Fax: (813)963-5224
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
LIC | FL | 21263096 | Certified License |
11/07/98 | ||||
MCR | 10-7017A | Medicare (CGS) |
11/07/98 | |||||
NPI | 1497789192 | NPI |
07/10/06 |
2093 Gentiva Health Services (Certified), Inc. Tax ID: 11-3454105
Gentiva Health Services
413 East Wade Street
Trenton, FL 32693-3330 Co. Gilchrist
Phone: (352)463-7411
Fax: (352)463-7440
Branch of 2091 Gainesville
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
LIC | FL | 214630963 | Certified License |
11/07/98 | ||||
MCR | 10-7486B | Medicare under parent |
||||||
BID | 10Q7486001 | Medicare Branch ID number |
GEORGIA (CON - CERTIFIED AGENCIES ONLY)
2202 Gentiva Certified HealthCare Corp. Tax ID: 11-2645333
Gentiva Health Services
1303 Hightower Trail
Suite 105
Atlanta, GA 30350-2919 Co. Fulton
Phone: (770)998-1393
Fax: (770)998-0078
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
LIC | GA | 060-262-H | Certified License |
|||||
MCR | 11-7132 | Medicare (CGS) |
10/10/02 | |||||
MCD | GA | 797880700A | Medicaid |
10/10/02 | ||||
NPI | 1891725693 | NPI |
07/04/06 |
Gentiva | Page 22 | |||
Home Health Agency Licensed, Medicare-Approved Locations | of 68 |
2562 Healthfield Home Health, LLC Tax ID: 58-1947694
Gentiva Health Services
1575 Northside Drive NW
Suite 470
Atlanta, GA 30318-4236 Co. Fulton
Phone: (404)367-8211
Fax: (404)367-8225
Branch - Branch - Stockbridge 02556
Branch - Branch - Marietta 02554
Branch - Branch - Rome 02552
Branch - Branch - Lawrenceville 02553
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
LIC | GA | 060-048 | Certified License |
|||||
MCR | 11-7027 | Medicare (Palmetto) |
||||||
MCD | GA | 000181706A | Cert Medicaid |
|||||
NPI | 1770513574 | NPI |
07/04/06 |
2579 Healthfield of Statesboro, LLC Tax ID: 68-0593590
Gentiva Health Services
2826 Hillcreek Drive
Suite A
Augusta, GA 30909-5628 Co. Richmond
Phone: (706)651-1211
Fax: (706)651-8575
Branch of 2411 Statesboro
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
MCR | 11-7033 | Medicare Under Parent |
||||||
BID | 11Q7033001 | Medicare Branch ID Number |
12/19/06 |
2608 Healthfield of Southwest Georgia, LLC Tax ID: 27-0131980
Gentiva Health Services
430 East Shotwell Street
Bainbridge, GA 39819-4058 Co. Decatur
Phone: (229)246-1941
Fax: (229)246-1991
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
LIC | GA | 043-011-H | Certified License |
10/01/08 | ||||
MCR | 11-7151 | Medicare (Palmetto) |
02/25/09 | |||||
MCD | GA | 589839623A | Medicaid |
04/01/10 | ||||
NPI | 1518144922 | NPI |
01/28/08 |
2403 Chattahoochee Valley Home Health, LLC Tax ID: 34-1994007
Gentiva Health Services
1921 Whittlesey Road
Suite 310
Columbus, GA 31904-9212 Co. Muscogee
Phone: (706)649-7990
Fax: (706)649-7991
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
LIC | GA | 106-186 | Certified License |
|||||
MCR | 11-7056 | Medicare (Palmetto) |
||||||
MCD | GA | 003124937A | Medicaid |
08/23/12 | ||||
NPI | 1184651531 | NPI |
06/28/06 |
Gentiva | Page 23 | |||
Home Health Agency Licensed, Medicare-Approved Locations | of 68 |
2409 CHMG of Atlanta, LLC Tax ID: 54-2089073
Gentiva Health Services
2080 Ronald Reagan Blvd
Suite 500
Cumming, GA 30041-0206 Co. Forsyth
Phone: (770)781-1999
Fax: (770)889-2060
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
LIC | GA | 060-269-H | Certified License |
|||||
MCR | 11-7136 | Medicare (Palmetto) |
||||||
MCD | GA | 579729483A | Medicaid |
|||||
NPI | 1306873849 | NPI |
06/28/06 |
2406 CHMG of Griffin, LLC Tax ID: 54-2089075
Gentiva Health Services
246 ODell Road, Unit 5
Griffin, GA 30224-4880 Co. Spalding
Phone: (770)233-0023
Fax: (770)233-0188
Branch of 2659 Peachtree City
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
MCR | 11-7137 | Medicare Under Parent |
||||||
MCD | GA | 614408124C | Medicaid - Based on Parent |
11/01/09 | ||||
BID | 11Q7137002 | Medicare Branch ID Number |
12/06/08 |
2553 Healthfield Home Health, LLC Tax ID: 58-1947694
Gentiva Health Services
1075 Old Norcross Road
Suite S
Lawrenceville, GA 30046-3302 Co. Gwinnett
Phone: (678)985-3300
Fax: (770)995-3898
Branch of 2562 Atlanta
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
MCR | 11-7027 | Medicare under parent |
||||||
MCD | GA | 000181706D | Certified Medicaid |
04/01/11 | ||||
BID | 11Q7027001 | Medicare Branch ID number |
02/28/03 |
2554 Healthfield Home Health, LLC Tax ID: 58-1947694
Gentiva Health Services
1395 S. Marietta Pkwy.
Suite 910
Marietta, GA 30067-7830 Co. Cobb
Phone: (770)951-6100
Fax: (770)541-3689
Branch of 2562 Atlanta
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
MCR | 11-7027 | Medicare under parent |
||||||
BID | 11Q7027005 | Medicare Branch ID number |
Gentiva | Page 24 | |||
Home Health Agency Licensed, Medicare-Approved Locations | of 68 |
2659 CHMG of Griffin, LLC Tax ID: 54-2089075
Gentiva Health Services
277 Hwy 74 North
Suite 307
Peachtree City, GA 30269-1571 Co. Fayette
Phone: (770)487-1399
Fax: (770)487-1676
Branch - Branch - Griffin 02406
Branch - Branch - Villa Rica 02633
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
LIC | GA | 126-270-H | Certified License |
|||||
MCR | 11-7137 | Medicare (Palmetto) |
07/10/03 | |||||
MCD | GA | 614408124A | Medicaid |
|||||
NPI | 1730119538 | NPI |
07/04/06 |
2552 Healthfield Home Health, LLC Tax ID: 58-1947694
Gentiva Health Services
504 Riverside Parkway NE
Suite 500
Rome, GA 30161-2904 Co. Floyd
Phone: (706)235-1841
Fax: (706)235-1842
Branch of 2562 Atlanta
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
MCR | 11-7027 | Medicare under parent |
||||||
BID | 11Q7027004 | Medicare Branch ID number |
804 Gentiva Certified HealthCare Corp. Tax ID: 11-2645333
Gentiva Health Services
401 Mall Blvd.
Suite 202-C
Savannah, GA 31406-4834 Co. Chatham
Phone: (912)355-3409
Fax: (912)352-0577
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
LIC | GA | 025-163 | Certified License |
|||||
MCR | 11-7090 | Medicare (CGS) |
09/21/88 | |||||
MCD | GA | 000702292A | Medicaid |
03/03/89 | ||||
NPI | 1437180767 | NPI |
07/05/06 |
2411 Healthfield of Statesboro, LLC Tax ID: 68-0593590
Gentiva Health Services
1525 Fair Road
Suite 106
Statesboro, GA 30458-6025 Co. Bulloch
Phone: (912)486-1900
Fax: (912)681-6442
Branch - Branch - Augusta 02579
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
LIC | GA | 016-288-H | Certified License |
|||||
MCR | 11-7033 | Medicare (Palmetto) |
||||||
MCD | GA | 000708078A | Certified Medicaid |
07/09/96 | ||||
NPI | 1942230750 | NPI |
07/04/06 |
Gentiva | Page 25 | |||
Home Health Agency Licensed, Medicare-Approved Locations | of 68 |
2556 Healthfield Home Health, LLC Tax ID: 58-1947694
Gentiva Health Services
200 Business Center Drive
Suite 218
Stockbridge, GA 30281-9025 Co. Henry
Phone: (678)289-6044
Fax: (678)565-3408
Branch of 2562 Atlanta
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
MCR | 11-7027 | Medicare under parent |
06/01/98 | |||||
MCD | GA | 000181706F | Certified Medicaid |
04/01/11 | ||||
BID | 11Q7027002 | Medicare Branch ID number |
06/01/98 |
2633 CHMG of Griffin, LLC Tax ID: 54-2089075
Gentiva Health Services
845 South Carroll Road
Suite C & D
Villa Rica, GA 30180-7035 Co. Carroll
Phone: (678)840-4475
Fax: (678)840-4889
Branch of 2659 Peachtree City
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
MCR | 11-7137 | Medicare Under Parent |
||||||
BID | 11Q7137001 | Medicare Branch ID Number |
02/01/08 |
IOWA
778 Gentiva Certified HealthCare Corp. Tax ID: 11-2645333
Gentiva Health Services
1067 N. Center Point Road
Hiawatha, IA 52233-1231 Co. Linn
Phone: (319)393-4742
Fax: (319)393-8310
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
MCR | 16-7124A | Medicare (CGS) |
05/26/89 | |||||
MCD | IA | 0671321 | HHA Medicaid |
|||||
NPI | 1083641997 | NPI |
06/30/06 |
IDAHO
2584 Gentiva Certified HealthCare Corp. Tax ID: 11-2645333
Gentiva Health Services
1230 Northwood Center Ct.
Suite C
Coeur D Alene, ID 83814-4940 Co. Kootenai
Phone: (208)667-5470
Fax: (208)765-3873
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
LIC | ID | HH-241 | Certified License |
08/13/08 | ||||
MCR | 13-7112 | Medicare (NGS) |
||||||
MCD | ID | 808640800 | Home Health Medicaid Provider |
11/01/09 | ||||
NPI | 1639109762 | NPI |
01/05/07 |
Gentiva | Page 26 | |||
Home Health Agency Licensed, Medicare-Approved Locations | of 68 |
ILLINOIS
50 Gentiva Certified HealthCare Corp. Tax ID: 11-2645333
Gentiva Health Services
1600 Fourth Ave
Suite 201
Rock Island, IL 61201-8632 Co. Rock Island
Phone: (309)786-3700
Fax: (309)786-1839
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
LIC | IL | 1002815 | Certified license |
|||||
MCR | 14-7428 | Medicare (CGS) |
07/18/85 | |||||
MCD | IA | 0917435 | Certified Medicaid |
|||||
MCD | IL | 112645333037 | Certified Medicaid |
|||||
NPI | 1861428559 | NPI |
06/30/06 |
INDIANA
2139 Gentiva Certified HealthCare Corp. Tax ID: 11-2645333
Gentiva Health Services
701 East County Line Road
Suite 205
Greenwood, IN 46143-1071 Co. Johnson
Phone: (317)881-3483
Fax: (317)881-3882
Branch of 58 Indianapolis
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
MCR | 15-7115 | Medicare Under Parent |
||||||
MCD | 100263840B | 08/15/09 | ||||||
BID | 15Q7115002 | Medicare Branch ID# |
08/15/09 |
58 Gentiva Certified HealthCare Corp. Tax ID: 11-2645333
Gentiva Health Services
8606 Allisonville Rd
Suite 350
Indianapolis, IN 46250-5514 Co. Marion
Phone: (317)915-1440
Fax: (317)915-8520
Branch - Branch - Greenwood 02139
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
LIC | IN | 13-005306-1 | HHA - Facility #005306 |
|||||
MCR | 15-7115 | Medicare (CGS) |
06/26/84 | |||||
MCD | IN | 100263840A | Cert Medicaid |
|||||
NPI | 1144252313 | NPI |
06/23/06 |
630 Gentiva Certified HealthCare Corp. Tax ID: 11-2645333
Gentiva Health Services
1400 E McGalliard Road
Muncie, IN 47303-2208 Co. Delaware
Phone: (765)286-1519
Fax: (765)286-1790
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
LIC | IN | 13-005347-1 | HHA - Facility #5347 |
|||||
MCR | 15-7180 | Medicare (CGS) |
10/15/86 | |||||
MCD | IN | 100264810A | Cert |
10/15/86 | ||||
NPI | 1548292717 | NPI |
06/23/06 |
Gentiva | Page 27 | |||
Home Health Agency Licensed, Medicare-Approved Locations | of 68 |
KANSAS
1 Gentiva Certified HealthCare Corp. Tax ID: 11-2645333
Gentiva Health Services
11880 College Blvd.
Suite 4A
Overland Park, KS 66210-2768 Co. Johnson
Phone: (913)906-0522
Fax: (913)906-0530
Branch - Branch - Kansas City 02261
Branch - Branch - Shawnee 02679
Branch - Branch - LeeS Summit 02655
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
LIC | KS | A-046-013 | HHA GHS I |
01/01/93 | ||||
MCR | 17-7179 | Medicare (CGS) |
03/23/84 | |||||
MCD | KS | 100241990B | Medicaid |
07/18/85 | ||||
MCD | MO | 581942109 | MO HHA |
05/01/94 | ||||
NPI | 1710919071 | NPI |
06/23/06 |
2679 Gentiva Certified HealthCare Corp. Tax ID: 11-2645333
Gentiva Health Services
5401 Roberts Street
Shawnee, KS 66226-3937 Co. Johnson
Phone: (913)422-1576
Fax: (913)422-5416
Branch of 1 Overland Park
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
MCR | 17-7179 | Medicare Under Parent |
||||||
MCD | KS | 100060500I | Medicaid |
03/04/10 | ||||
BID | 17Q7179003 | Medicare Branch ID Number |
12/16/09 |
KENTUCKY (CON State)
2882 Gentiva Certified HealthCare Corp. Tax ID: 11-2645333
Gentiva Health Services
105 Citation Dr
Suite B
Danville, KY 40422-8633 Co. Boyle
Phone: (859)236-2193
Fax: (859)238-9730
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
LIC | KY | 150190 | Certified State License |
06/14/12 | ||||
MCR | 18-7183 | Medicare (Palmetto) |
06/15/12 | |||||
MCD | KY | 7100242150 | 04/08/13 | |||||
NPI | 1922387976 | NPI |
08/02/11 |
536 Gentiva Certified HealthCare Corp. Tax ID: 11-2645333
Gentiva Health Services
2114 Chamber Center Drive
Fort Mitchell, KY 41017-1669 Co. Kenton
Phone: (859)331-5800
Fax: (859)578-4741
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
LIC | KY | 150050 | Certified License |
|||||
MCR | 18-7058 | Medicare (CGS) |
07/24/78 | |||||
MCD | OH | 2050757 | OH HHA Medicaid |
03/26/97 | ||||
MCD | KY | 34006593 | Certified Medicaid |
|||||
NPI | 1831122563 | NPI |
07/08/06 |
Gentiva | Page 28 | |||
Home Health Agency Licensed, Medicare-Approved Locations | of 68 |
534 Gentiva Certified HealthCare Corp. Tax ID: 11-2645333
Gentiva Health Services
540 Noel Avenue
Hopkinsville, KY 42240-1386 Co. Christian
Phone: (270)885-7887
Fax: (270)886-2096
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
LIC | KY | 150135 | Certified License |
|||||
MCR | 18-7124 | Medicare (CGS) |
02/25/86 | |||||
MCD | KY | 34003244 | Certified Medicaid |
|||||
NPI | 1518990258 | NPI |
07/08/06 |
593 Gentiva Certified HealthCare Corp. Tax ID: 11-2645333
Gentiva Health Services
2020 Liberty Rd.
Suite 115
Lexington, KY 40505-4257 Co. Fayette
Phone: (859)252-4206
Fax: (859)225-5096
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
LIC | KY | 150094 | Certified License |
|||||
MCR | 18-7095 | Medicare (CGS) |
03/21/86 | |||||
MCD | KY | 34020347 | Certified Medicaid |
|||||
NPI | 1730112418 | NPI |
07/08/06 |
70 Gentiva Certified HealthCare Corp. Tax ID: 11-2645333
Gentiva Health Services
710 Executive Park
Louisville, KY 40207-4207 Co. Jefferson
Phone: (502)895-4213
Fax: (502)897-7454
Branch - Branch - Shelbyville 02300
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
LIC | KY | 150093 | Certified License |
08/14/84 | ||||
MCR | 18-7090 | Medicare (CGS) |
08/14/84 | |||||
MCD | KY | 34000257 | See Org. Remarks |
02/01/06 | ||||
NPI | 1558394254 | NPI |
07/08/06 |
2300 Gentiva Certified HealthCare Corp. Tax ID: 11-2645333
Gentiva Health Services
140 Stonecrest Road
Suite 203
Shelbyville, KY 40065-8144 Co. Shelby
Phone: (502)647-1025
Fax: (502)647-1026
Branch of 70 Louisville
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
MCR | 18-7090 | Medicare under parent |
10/01/07 | |||||
BID | 18Q7090001 | Medicare Branch ID Number |
10/01/07 |
Gentiva | Page 29 | |||
Home Health Agency Licensed, Medicare-Approved Locations | of 68 |
MASSACHUSETTS
745 Gentiva Certified HealthCare Corp. Tax ID: 11-2645333
Gentiva Health Services
275 Martine Street
Suite 104
Fall River, MA 02723-1500 Co. Bristol
Phone: (508)672-0675
Fax: (508)672-9174
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
MCR | 22-7260 | Medicare (CGS) |
03/08/91 | |||||
MCD | MA | 110024326J | Cert Medicaid |
03/08/91 | ||||
NPI | 1538190087 | NPI |
07/05/06 |
667 Gentiva Certified HealthCare Corp. Tax ID: 11-2645333
Gentiva Health Services
46 North Street
Suite 2
Hyannis, MA 02601-3808 Co. Barnstable
Phone: (508)862-8240
Fax: (508)862-8246
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
MCR | 22-7426 | Medicare (CGS) |
02/01/96 | |||||
MCD | NY | 01728165 | NY Cert Medicaid |
06/01/95 | ||||
MCD | MA | 110024326M | Cert Medicaid |
02/01/96 | ||||
NPI | 1912934696 | NPI |
06/27/06 |
550 Gentiva Certified HealthCare Corp. Tax ID: 11-2645333
Gentiva Health Services
2 South Street
Berkshire Commons
Suite 180
Pittsfield, MA 01201-6264 Co. Berkshire
Phone: (413)443-3525
Fax: (413)443-3579
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
MCR | 22-7219 | Medicare (CGS) |
03/01/83 | |||||
MCD | MA | 110024326C | Cert Medicaid |
05/29/95 | ||||
NPI | 1790718427 | NPI |
07/08/06 |
558 Gentiva Certified HealthCare Corp. Tax ID: 11-2645333
Gentiva Health Services
2069 Roosevelt Avenue
Springfield, MA 01104-1657 Co. Hampden
Phone: (413)733-1132
Fax: (413)733-0863
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
MCR | 22-7224 | Medicare (CGS) |
08/15/83 | |||||
MCD | MA | 110024326P | Cert Medicaid |
10/18/97 | ||||
NPI | 1215968391 | NPI |
07/06/06 |
Gentiva | Page 30 | |||
Home Health Agency Licensed, Medicare-Approved Locations | of 68 |
MARYLAND (CON State)
161 Gentiva Certified HealthCare Corp. Tax ID: 11-2645333
Gentiva Health Services
180 Admiral Cochrane Drive
Suite 230
Annapolis, MD 21401-7366 Co. Anne Arundel
Phone: (410)224-2988
Fax: (410)224-3308
Branch of 2250 Columbia
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
MCR | 21-7071 | Medicare Under Parent |
||||||
BID | MD | 21Q7071002 | CMS Branch ID |
05/23/05 |
2250 Gentiva Certified HealthCare Corp. Tax ID: 11-2645333
Gentiva Health Services
9700 Patuxent Woods Drive
Suite 131
Columbia, MD 21046-2940 Co. Howard
Phone: (410)381-4340
Fax: (410)381-4359
Branch - Branch - Towson 02249
Branch - Branch - Silver Spring 02588
Branch - Branch - Annapolis 00161
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
LIC | MD | HH7071 | Certified License |
|||||
MCR | 21-7071 | Medicare (CGS) |
04/11/80 | |||||
MCD | MD | 360443800 | Certified Medicaid |
|||||
NPI | 1922035880 | NPI |
06/27/06 |
2588 Gentiva Certified HealthCare Corp. Tax ID: 11-2645333
Gentiva Health Services
12501 Prosperity Drive
Suite 225
Silver Spring, MD 20904-1689 Co. Montgomery
Phone: (301)622-2320
Fax: (301)622-0152
Branch of 2250 Columbia
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
MCR | 21-7071 | Medicare Under Parent |
||||||
BID | 21Q7071003 | Medicare Branch ID Number |
02/12/07 |
2249 Gentiva Certified HealthCare Corp. Tax ID: 11-2645333
Gentiva Health Services
8600 LaSalle Rd.
Chester Building
Suite 302
Towson, MD 21286-2011 Co. Baltimore
Phone: (410)337-3663
Fax: (410)337-4959
Branch of 2250 Columbia
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
MCR | 21-7071 | Medicare Under parent |
||||||
BID | 21Q7071001 | CMS Branch ID Number |
01/07/04 |
Gentiva | Page 31 | |||
Home Health Agency Licensed, Medicare-Approved Locations | of 68 |
MAINE
447 Gentiva Certified HealthCare Corp. Tax ID: 11-2645333
Gentiva Health Services
175 Exchange Street
Suite 100
Bangor, ME 04401-6537 Co. Penobscot
Phone: (207)990-9000
Fax: (207)941-8645
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
LIC | ME | 03127 | Certified License |
09/30/95 | ||||
MCR | 20-7045 | Medicare (CGS) |
01/10/94 | |||||
MCD | ME | 160770202 | Physical Therapy Medicaid (not a waiver) |
|||||
MCD | ME | 160770201 | Occupational Therapy Medicaid (not a waiver) |
11/01/99 | ||||
MCD | ME | 160770001 | Home Health Agency Medicaid/See Comments |
09/30/95 | ||||
MCD | ME | 160770300 | Speech Therapy Medicaid (not a waiver) |
11/01/99 | ||||
NPI | 1982638771 | NPI |
07/10/06 |
905 Gentiva Certified HealthCare Corp. Tax ID: 11-2645333
Gentiva Health Services
881 Forest Avenue
Portland, ME 04103-4107 Co. Cumberland
Phone: (207)772-0954
Fax: (207)775-4705
Branch - Branch - Sanford 02645
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
LIC | ME | 03128 | Certified License |
|||||
MCR | 20-7038 | Medicare (CGS) |
03/12/90 | |||||
MCD | ME | 1255362943-001 | HHA Medicaid - Straight |
03/12/90 | ||||
NPI | 1255362943 | NPI |
07/05/06 |
2645 Gentiva Certified HealthCare Corp. Tax ID: 11-2645333
Gentiva Health Services
61 Washington Street
Suite 2
Sanford, ME 04073-3044 Co. York
Phone: (207)324-8790
Fax: (207)324-8904
Branch of 905 Portland
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
MCR | 20-7038 | Medicare Part A Under Parent |
||||||
MCD | ME | 1255362943-002 | Medicaid Under Parent |
|||||
BID | 20Q7038002 | Medicare Branch ID |
09/01/08 |
MICHIGAN
810 Gentiva Certified HealthCare Corp. Tax ID: 11-2645333
Gentiva Health Services
2377 South Linden Rd.
Flint, MI 48532-5430 Co. Genesee
Phone: (810)732-9030
Fax: (810)732-5245
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
MCR | 23-7136 | Medicare (CGS) |
09/14/83 | |||||
MCD | MI | 2887435 | Cert Medicaid |
|||||
NPI | 1114959483 | NPI |
06/23/06 |
Gentiva | Page 32 | |||
Home Health Agency Licensed, Medicare-Approved Locations | of 68 |
821 Gentiva Certified HealthCare Corp. Tax ID: 11-2645333
Gentiva Health Services
4081 Cascade Road SE
Suite 400
Grand Rapids, MI 49546-2170 Co. Kent
Phone: (616)942-5744
Fax: (616)942-2491
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
MCR | 23-7222 | Medicare (CGS) |
08/06/80 | |||||
MCD | MI | 2887444 | Cert Medicaid |
|||||
NPI | 1306876438 | NPI |
06/23/06 |
504 Gentiva Certified HealthCare Corp. Tax ID: 11-2645333
Gentiva Health Services
4341 South Westnedge Ave.
Kalamazoo, MI 49008-3289 Co. Kalamazoo
Phone: (269)381-5620
Fax: (269)381-6701
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
MCR | 23-7085 | Medicare (CGS) |
11/10/81 | |||||
MCD | MI | 2887462 | Cert Medicaid |
|||||
NPI | 1629000989 | NPI |
06/23/06 |
MINNESOTA
2638 Gentiva Certified HealthCare Corp. Tax ID: 11-2645333
Gentiva Health Services
2626 East 82nd Street
Bloomington, MN 55425-1300 Co. Hennepin
Phone: (952)854-9628
Fax: (952)854-4259
Branch of 515 Roseville
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
MCR | 24-7145 | Medicare Under Parent |
||||||
BID | 24Q7145001 | Medicare Branch ID |
08/11/08 |
785 Gentiva Certified HealthCare Corp. Tax ID: 11-2645333
Gentiva Health Services
925 East Superior St
Suite 104
Duluth, MN 55802-2253 Co. Saint Louis
Phone: (218)723-8999
Fax: (218)723-8237
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
LIC | WI | 1102 | Certified License - no renewal |
11/06/07 | ||||
LIC | MN | 360606 | Certified License |
01/01/99 | ||||
MCR | 24-7241 | Medicare (CGS) |
12/10/87 | |||||
MCD | MN | 023355200 | Certified Medicaid |
01/31/94 | ||||
OTH | WI | N/A | Leg Rep Bkground CK |
|||||
NPI | 1003848375 | NPI |
06/23/06 |
Gentiva | Page 33 | |||
Home Health Agency Licensed, Medicare-Approved Locations | of 68 |
2698 Gentiva Certified HealthCare Corp. Tax ID: 11-2645333
Gentiva Health Services
7365 Kirkwood Court North
Suite 150
Maple Grove, MN 55369-4721 Co. Hennepin
Phone: (763)416-0289
Fax: (763)416-0293
Branch of 515 Roseville
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
MCR | 24-7145 | Medicare Under Parent |
||||||
BID | 24Q7145002 | Medicare Branch ID Number |
08/15/10 |
515 Gentiva Certified HealthCare Corp. Tax ID: 11-2645333
Gentiva Health Services
1970 Oakcrest Avenue
Suite 107
Roseville, MN 55113-2624 Co. Ramsey
Phone: (651)636-6330
Fax: (651)636-6229
Branch - Branch - Maple Grove 02698
Branch - Branch - Bloomington 02638
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
LIC | WI | 211 | Certified License - No renewal |
08/02/88 | ||||
LIC | MN | 359960 | Certified License |
10/01/97 | ||||
MCR | 24-7145 | Medicare (CGS) |
09/23/83 | |||||
MCD | WI | 41525000 | Certified Medicaid |
04/01/94 | ||||
MCD | MN | 071755000 | Certified Medicaid |
09/23/83 | ||||
OTH | WI | N/A | Leg Rep Bkground CK |
|||||
NPI | 1194757468 | NPI |
06/23/06 |
MISSOURI
938 Gentiva Certified HealthCare Corp. Tax ID: 11-2645333
Gentiva Health Services
12125 Woodcrest Executive Dr.
Suite 340
Creve Coeur, MO 63141-5004 Co. Saint Louis
Phone: (314)434-3030
Fax: (314)439-0438
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
LIC | MO | 688-13HH | State License |
|||||
MCR | 26-7290A | Medicare (CGS) |
11/01/93 | |||||
NPI | 1215963921 | NPI |
06/30/06 |
2261 Gentiva Certified HealthCare Corp. Tax ID: 11-2645333
Gentiva Health Services
5921 NW Barry Road
Suite 201
Kansas City, MO 64154-2579 Co. Jackson
Phone: (816)587-0441
Fax: (816)584-0085
Branch of 1 Overland Park
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
LIC | MO | 692-13HH | State License |
|||||
MCR | 17-7179 | Medicare Under Parent |
03/23/84 | |||||
BID | 17Q7179001 | CMS Branch Identifier |
Gentiva | Page 34 | |||
Home Health Agency Licensed, Medicare-Approved Locations | of 68 |
2655 Gentiva Certified HealthCare Corp. Tax ID: 11-2645333
Gentiva Health Services
3521 Ralph Powell Road
Suite B
LeeS Summit, MO 64064-2360 Co. Jackson
Phone: (816)524-5087
Fax: (816)524-7287
Branch of 1 Overland Park
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
LIC | MO | 692-13HH | ||||||
MCR | 17-7179 | Medicare Under Parent |
||||||
BID | 17Q7179002 | Medicare Branch ID Number |
02/05/09 |
MISSISSIPPI (CON State)
2616 Home Health Care Affiliates of Mississippi, Inc. Tax ID: 62-1775256
Gentiva Health Services
1225 Hwy 278 East
(Mail: PO Box 83, Amory 38821)
Amory, MS 38821-5807 Co. Monroe
Phone: (662)256-5404
Fax: (662)256-5510
Branch of 2614 Columbus
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
MCR | 25-7110 | Medicare Under Parent |
||||||
BID | 25Q7110001 | Medicare Branch ID Number |
2628 Gilberts Home Health Agency, Inc. Tax ID: 64-0730826
Gentiva Health Services
200 South Second St.
(PO Box 697, Booneville, MS 38829)
Booneville, MS 38829-3227 Co. Prentiss
Phone: (662)720-0066
Fax: (662)720-9993
Branch of 2613 Tupelo
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
MCR | 25-7303 | Medicare Under Parent |
||||||
BID | 25Q7303001 | CMS Branch Identifier |
05/15/08 |
2615 Home Health Care Affiliates of Mississippi, Inc. Tax ID: 62-1775256
Gentiva Health Services
104 Legion Ave
Calhoun City, MS 38916-6600 Co. Calhoun
Phone: (662)628-6657
Fax: (662)628-6658
Sub Unit of 2614 Columbus
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
LIC | MS | 485 | Certified License |
|||||
MCR | 25-7309 | Medicare (Palmetto) |
02/26/80 | |||||
MCD | MS | 00770326 | Medicaid |
04/01/99 | ||||
NPI | 1710983887 | NPI |
Gentiva | Page 35 | |||
Home Health Agency Licensed, Medicare-Approved Locations | of 68 |
2619 Home Health Care Affiliates of Central MS, LLC Tax ID: 62-1807084
Gentiva Health Services
171 Curbview Cove
Canton, MS 39046-9707 Co. Madison
Phone: (601)859-0686
Fax: (601)859-8684
Branch of 2617 Flowood
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
MCR | 25-7126 | Medicare Under Parent |
||||||
BID | 25Q7126003 | CMS Branch Identifier |
2614 Home Health Care Affiliates of Mississippi, Inc. Tax ID: 62-1775256
Gentiva Health Services
189 Park Creek Drive
(Mail-POBox 8609, Columbus 39705-0012)
Columbus, MS 39705-1308 Co. Lowndes
Phone: (662)327-9669
Fax: (662)327-1487
Sub Unit - Calhoun City 02615
Branch - Branch - Amory 02616
Branch - Branch - Starkville 02661
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
LIC | MS | 385 | Certified License |
|||||
MCR | 25-7110 | Medicare (Palmetto) |
02/09/81 | |||||
MCD | MS | 00770327 | Medicaid |
04/01/99 | ||||
NPI | 1770589822 | NPI |
2617 Home Health Care Affiliates of Central MS, LLC Tax ID: 62-1807084
Gentiva Health Services
106 Riverview Drive
Flowood, MS 39232-8908 Co. Rankin
Phone: (601)362-7801
Fax: (601)362-7811
Branch - Branch - Canton 02619
Branch - Branch - Morton 02630
Branch - Branch - Magee 02631
Branch - Branch - Vicksburg 02618
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
LIC | MS | 7781 | Certified License |
|||||
MCR | 25-7126 | Medicare (Palmetto) |
03/13/79 | |||||
MCD | MS | 00770366 | Medicaid |
01/01/06 | ||||
NPI | 1417935578 | NPI |
2621 VanWinkle Home Health Care, Inc. Tax ID: 62-1669388
Gentiva Health Services
217 Caldwell Drive
(Mail: POBox 186, Hazlehurst 39083-0186)
Hazlehurst, MS 39083-2711 Co. Copiah
Phone: (601)894-2701
Fax: (601)894-3301
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
LIC | MS | 12581 | Certified License |
|||||
MCR | 25-7304 | Medicare (Palmetto) |
11/01/78 | |||||
MCD | MS | 00770193 | Medicaid |
|||||
NPI | 1881672947 | NPI |
Gentiva | Page 36 | |||
Home Health Agency Licensed, Medicare-Approved Locations | of 68 |
2631 Home Health Care Affiliates of Central MS, LLC Tax ID: 62-1807084
Gentiva Health Services
306 2nd Street SE
Suite A
Magee, MS 39111-3610 Co. Simpson
Phone: (601)849-6263
Fax: (601)849-5227
Branch of 2617 Flowood
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
MCR | 25-7126 | Medicare Under Parent |
||||||
BID | 25Q7126004 | CMS Branch Identifier |
08/04/08 |
2671 Gentiva Certified HealthCare Corp. Tax ID: 11-2645333
Gentiva Health Services
2600 Old North Hills Street
Meridian, MS 39305-1600 Co. Lauderdale
Phone: (601)482-5055
Fax: (601)482-5592
Branch - Branch - Philadelphia 02672
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
LIC | MS | 4387 | Certified License |
08/28/09 | ||||
MCR | 25-7300 | Medicare (Palmetto) |
07/01/92 | |||||
MCD | MS | 00770549 | HHA Medicaid |
|||||
NPI | 1952537714 | NPI |
06/08/09 |
2630 Home Health Care Affiliates of Central MS, LLC Tax ID: 62-1807084
Gentiva Health Services
5325 Hwy 80
Morton, MS 39117-3704 Co. Scott
Phone: (601)732-3952
Fax: (601)732-3953
Branch of 2617 Flowood
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
MCR | 25-7126 | Medicare Under Parent |
||||||
BID | 25Q7126005 | CMS Branch Identifier |
08/04/08 |
2629 Gilberts Home Health Agency, Inc. Tax ID: 64-0730826
Gentiva Health Services
407 Doctors Dr.
(P. O. Box 937, New Albany, MS 38652)
New Albany, MS 38652-3110 Co. Union
Phone: (662)534-0106
Fax: (662)538-0700
Branch of 2613 Tupelo
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
MCR | 25-7303 | Medicare Under Parent |
||||||
BID | 25Q7303002 | CMS Branch Identifier |
05/15/08 |
Gentiva | Page 37 | |||
Home Health Agency Licensed, Medicare-Approved Locations | of 68 |
2672 Gentiva Certified HealthCare Corp. Tax ID: 11-2645333
Gentiva Health Services
250 Canal Place
Philadelphia, MS 39350-8927 Co. Neshoba
Phone: (601)389-2105
Fax: (601)389-2106
Branch of 2671 Meridian
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
MCR | 25-7300 | Medicare Under Parent |
||||||
BID | 25Q7300001 | Medicare Branch ID Number |
07/15/10 |
2649 Gilberts Home Health Agency, Inc. Tax ID: 64-0730826
Gentiva Health Services
902 North Main Street
(P. O. Box 503, Ripley, MS 38663)
Suite D
Ripley, MS 38663-1421 Co. Tippah
Phone: (662)837-7005
Fax: (662)837-8090
Branch of 2613 Tupelo
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
MCR | 25-7303 | Medicare Under Parent |
||||||
BID | 25Q7303003 | CMS Branch Identifier |
05/15/08 |
2661 Home Health Care Affiliates of Mississippi, Inc. Tax ID: 62-1775256
Gentiva Health Services
1085 Stark Road
(Mail-POBox 2557, Starkville 39760-2557)
Suite 306
Starkville, MS 39759-3698 Co. Oktibbeha
Phone: (662)323-6777
Fax: (662)323-6780
Branch of 2614 Columbus
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
MCR | 25-7110 | Medicare Under Parent |
||||||
BID | 25Q7110002 | CMS Branch Identifier |
12/01/08 |
2613 Gilberts Home Health Agency, Inc. Tax ID: 64-0730826
Gentiva Health Services
101 North Industrial Road
(Mail: PO Box 4208, zip 38803-4208)
Suite B
Tupelo, MS 38801-3441 Co. Lee
Phone: (662)844-9725
Fax: (662)680-3685
Branch - Branch - New Albany 02629
Branch - Branch - Booneville 02628
Branch - Branch - Ripley 02649
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
LIC | MS | 8395 | Certified License |
|||||
MCR | 25-7303 | Medicare (Palmetto) |
10/01/78 | |||||
MCD | MS | 00770177 | Medicaid |
|||||
NPI | 1972509099 | NPI |
Gentiva | Page 38 | |||
Home Health Agency Licensed, Medicare-Approved Locations | of 68 |
2618 Home Health Care Affiliates of Central MS, LLC Tax ID: 62-1807084
Gentiva Health Services
2710 Sherman Ave
Vicksburg, MS 39183-6639 Co. Warren
Phone: (601)638-3808
Fax: (601)638-7822
Branch of 2617 Flowood
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
MCR | 25-7126 | Medicare Under Parent |
||||||
BID | 25Q7126001 | CMS Branch Identifier |
07/25/03 |
NORTH CAROLINA (CON - CERTIFIED AGENCIES ONLY)
2273 Gentiva Certified HealthCare Corp. Tax ID: 11-2645333
Gentiva Health Services
208-A West Salisbury Street
Asheboro, NC 27203-5576 Co. Randolph
Phone: (336)629-3178
Fax: (336)629-0603
Branch of 657 Greensboro
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
LIC | NC | HC0953 | Certified License |
|||||
MCR | 34-7075 | Medicare Under Parent |
||||||
BID | 34Q7075001 | Medicare Branch ID |
02/19/05 |
2440 Capital Care Resources, LLC Tax ID: 58-2411159
Gentiva Health Services
9 Olde Eastwood Village Blvd.
Asheville, NC 28803-1670 Co. Buncombe
Phone: (828)298-1370
Fax: (828)298-1390
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
LIC | NC | HC2114 | Certified License |
|||||
MCR | 34-7235 | Medicare (Palmetto) |
||||||
MCD | NC | 3407235 | Cert Medicaid |
|||||
NPI | 1720018542 | NPI |
07/04/06 |
731 Gentiva Certified HealthCare Corp. Tax ID: 11-2645333
Gentiva Health Services
8520 Cliff Cameron Dr
Suite 140
Charlotte, NC 28269-0013 Co. Mecklenburg
Phone: (704)594-9029
Fax: (704)593-1413
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
LIC | NC | HC0787 | Certified License |
|||||
MCR | 34-7177 | Medicare (CGS) |
12/02/88 | |||||
MCD | NC | 3407177 | Cert Medicaid |
11/30/88 | ||||
NPI | 1437175338 | NPI |
07/14/06 |
Gentiva | Page 39 | |||
Home Health Agency Licensed, Medicare-Approved Locations | of 68 |
2441 Capital Care Resources, LLC Tax ID: 58-2411159
Gentiva Health Services
9009-C Perimeter Woods Drive
Charlotte, NC 28216-0040 Co. Mecklenburg
Phone: (704)598-2716
Fax: (704)598-6692
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
LIC | NC | HC0138 | Certified License |
|||||
MCR | 34-7196 | Medicare (Palmetto) |
||||||
MCD | NC | 3427196 | Cert Medicaid |
|||||
NPI | 1407883929 | NPI |
06/28/06 |
2443 Total Care Home Health of North Carolina, LLC Tax ID: 20-0091435
Gentiva Health Services
11111 Carmel Commons Blvd.
Suite 350
Charlotte, NC 28226-4561 Co. Mecklenburg
Phone: (704)543-1167
Fax: (704)543-1168
Sub Unit - Winston-Salem 02557
Branch - Branch - Monroe 02451
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
LIC | NC | HC0097 | Certified License |
|||||
MCR | 34-7091 | Medicare (Palmetto) |
||||||
MCD | NC | 3437091 | Cert Medicaid |
|||||
NPI | 1497782924 | NPI |
06/28/06 |
2444 Capital Care Resources, LLC Tax ID: 58-2411159
Gentiva Health Services
2505 Meridian Parkway
Suite 225
Durham, NC 27713-5246 Co. Durham
Phone: (919)361-1921
Fax: (919)806-2426
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
LIC | NC | HC2111 | Certified License |
|||||
MCR | 34-7236 | Medicare (Palmetto) |
||||||
MCD | NC | 3407236 | Cert Medicaid |
|||||
NPI | NC | 1902833445 | NPI |
06/28/06 |
2445 Total Care Home Health of North Carolina, LLC Tax ID: 20-0091435
Gentiva Health Services
934 Cox Road
Gastonia, NC 28054-3456 Co. Gaston
Phone: (704)824-7099
Fax: (704)824-7156
Branch of 2454 Shelby
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
LIC | NC | HC0268 | Certified License |
|||||
MCR | 34-7317 | Medicare under parent |
||||||
BID | 34Q7317002 | Medicare Branch ID |
Gentiva | Page 40 | |||
Home Health Agency Licensed, Medicare-Approved Locations | of 68 |
2459 Tar Heel Health Care Services, LLC Tax ID: 56-1456991
Gentiva Health Services
1200 Parkway Dr.
Goldsboro, NC 27534-9432 Co. Wayne
Phone: (919)731-7254
Fax: (919)751-3433
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
LIC | NC | HC1299 | Certified License |
|||||
MCR | 34-7331 | Medicare (Palmetto) |
||||||
MCD | NC | 3407331 | Cert Medicaid |
|||||
NPI | 1558391391 | NPI |
07/04/06 |
657 Gentiva Certified HealthCare Corp. Tax ID: 11-2645333
Gentiva Health Services
3150 N Elm Street
Suite 102
Greensboro, NC 27408-3881 Co. Guilford
Phone: (336)288-1181
Fax: (336)288-8225
Branch - Branch - Asheboro 02273
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
LIC | NC | HC0952 | Certified License |
|||||
MCR | 34-7075 | Medicare (CGS) |
01/01/77 | |||||
MCD | NC | 3417075 | Cert Medicaid |
|||||
NPI | 1093738072 | NPI |
07/25/06 |
2461 Eastern Carolina Home Health Agency, LLC Tax ID: 56-1590744
Gentiva Health Services
1970 West Arlington Blvd.
Suite B-2
Greenville, NC 27834-5783 Co. Pitt
Phone: (252)353-3300
Fax: (252)353-3312
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
LIC | NC | HC0328 | Certified License |
|||||
MCR | 34-7031 | Medicare (Palmetto) |
||||||
MCD | NC | 3407031 | Cert Medicaid |
|||||
NPI | 1396775136 | NPI |
07/04/06 |
947 Gentiva Certified HealthCare Corp. Tax ID: 11-2645333
Gentiva Health Services
915 Tate Blvd. SE
Suite 106
Hickory, NC 28602-4042 Co. Catawba
Phone: (828)322-6131
Fax: (828)322-9335
Branch - Branch - Mooresville 00163
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
LIC | NC | HC0227 | Certified License |
01/01/93 | ||||
MCR | 34-7300 | Medicare (CGS) |
05/30/96 | |||||
MCD | NC | 3407300 | Cert Medicaid |
05/30/96 | ||||
NPI | 1316974272 | NPI |
06/27/06 |
Gentiva | Page 41 | |||
Home Health Agency Licensed, Medicare-Approved Locations | of 68 |
2447 Total Care Home Health of North Carolina, LLC Tax ID: 20-0091435
Gentiva Health Services
1771 Tate Blvd. SE
Suite 101
Hickory, NC 28602-4250 Co. Catawba
Phone: (828)328-1871
Fax: (828)328-8090
Branch of 2454 Shelby
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
LIC | NC | HC0272 | Certified License |
|||||
MCR | 34-7317 | Medicare under parent |
||||||
BID | 34Q7317001 | Medicare Branch ID |
184 Gentiva Certified HealthCare Corp. Tax ID: 11-2645333
Gentiva Health Services
297 East 22nd Street
Kannapolis, NC 28083-2607 Co. Rowan
Phone: (704)933-1001
Fax: (704)933-9696
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
LIC | NC | HC0270 | Certified License |
|||||
MCR | 34-7170 | Medicare (CGS) |
06/25/87 | |||||
MCD | NC | 3407170 | Cert |
06/25/87 | ||||
NPI | 1720010010 | NPI |
07/07/06 |
2458 Capital Care Resources, LLC Tax ID: 58-2411159
Gentiva Health Services
720 Parke Centre
(PO Box 859, Kernersville 27285-0859)
Suite A
Kernersville, NC 27284-3779 Co. Forsyth
Phone: (336)564-0185
Fax: (336)564-0192
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
LIC | NC | HC1210 | Certified License |
|||||
MCR | 34-7227 | Medicare (Palmetto) |
||||||
MCD | NC | 3417227 | Cert Medicaid |
|||||
NPI | 1497785133 | NPI |
07/04/06 |
2448 Capital Care Resources, LLC Tax ID: 58-2411159
Gentiva Health Services
167 Moore Road
King, NC 27021-8770 Co. Stokes
Phone: (336)983-2110
Fax: (336)983-2484
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
LIC | NC | HC1699 | Certified License |
|||||
MCR | 34-7330 | Medicare (Palmetto) |
07/03/03 | |||||
MCD | NC | 3407330 | Cert Medicaid |
|||||
NPI | 1396775045 | NPI |
07/04/06 |
Gentiva | Page 42 | |||
Home Health Agency Licensed, Medicare-Approved Locations | of 68 |
2462 Tar Heel Health Care Services, LLC Tax ID: 56-1456991
Gentiva Health Services
2111-C North Queen Street
Kinston, NC 28501-1647 Co. Lenoir
Phone: (252)522-1458
Fax: (252)522-5940
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
LIC | NC | HC0428 | Certified License |
|||||
MCR | 34-7124 | Medicare (Palmetto) |
||||||
MCD | NC | 3407124 | Cert Medicaid |
|||||
NPI | 1154358596 | NPI |
06/28/06 |
2451 Total Care Home Health of North Carolina, LLC Tax ID: 20-0091435
Gentiva Health Services
2160 Commerce Drive
Suite D
Monroe, NC 28110-2839 Co. Union
Phone: (704)283-0535
Fax: (704)289-1155
Branch of 2443 Charlotte
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
LIC | NC | HC2057 | Certified License |
|||||
MCR | 34-7091 | Medicare under parent |
||||||
BID | 34Q7091003 | Medicare Branch ID number |
163 Gentiva Certified HealthCare Corp. Tax ID: 11-2645333
Gentiva Health Services
136 Fairview Road
Suite 110
Mooresville, NC 28117-9518 Co. Iredell
Phone: (704)799-4611
Fax: (704)799-4619
Branch of 947 Hickory
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
LIC | NC | HC0159 | Certified License |
01/01/93 | ||||
MCR | 34-7300 | Medicare under parent |
05/30/96 | |||||
BID | 34Q7300001 | CMS Branch ID Number |
2463 Home Health Care of Carteret County, LLC Tax ID: 56-1556547
Gentiva Health Services
Cypress Bay Plaza,
5167 US Hwy 70 West
Suite 100
Morehead City, NC 28557-4535 Co. Carteret
Phone: (252)726-9300
Fax: (252)726-9832
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
LIC | NC | HC0073 | Certified License |
|||||
MCR | 34-7171 | Medicare (Palmetto) |
09/08/87 | |||||
MCD | NC | 3407171 | Cert Medicaid |
|||||
NPI | 1528098324 | NPI |
07/04/06 |
Gentiva | Page 43 | |||
Home Health Agency Licensed, Medicare-Approved Locations | of 68 |
2457 Total Care Home Health of North Carolina, LLC Tax ID: 20-0091435
Gentiva Health Services
905 Cherry Street
Suite 10
North Wilkesboro, NC 28659-4252 Co. Wilkes
Phone: (336)667-3389
Fax: (336)667-4279
Branch of 2557 Winston-Salem
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
LIC | NC | HC0252 | Certified License |
|||||
MCR | 34-7318 | Medicare under parent |
||||||
BID | 34Q7318004 | Medicare Branch ID number |
2464 Tar Heel Health Care Services, LLC Tax ID: 56-1456991
Gentiva Health Services
206 S. Turner Street
Pink Hill, NC 28572-7880 Co. Lenoir
Phone: (252)568-6022
Fax: (252)568-6028
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
LIC | NC | HC1565 | Certified License |
|||||
MCR | 34-7226 | Medicare (Palmetto) |
||||||
MCD | NC | 3417226 | Medicaid |
|||||
NPI | 1912934845 | NPI |
06/27/06 |
2465 Tar Heel Health Care Services, LLC Tax ID: 56-1456991
Gentiva Health Services
P. O. Box 399,
124 Main Street
Pollocksville, NC 28573-5000 Co. Jones
Phone: (252)224-1012
Fax: (252)224-0310
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
LIC | NC | HC0431 | Certified License |
|||||
MCR | 34-7333 | Medicare (Palmetto) |
||||||
MCD | NC | 3407333 | Cert Medicaid |
|||||
NPI | 1043243835 | NPI |
07/07/06 |
2452 Capital Care Resources, LLC Tax ID: 58-2411159
Gentiva Health Services
3301 Benson Drive
Suite 222
Raleigh, NC 27609-7362 Co. Wake
Phone: (919)881-9492
Fax: (919)881-9539
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
LIC | NC | HC0299 | Certified License |
|||||
MCR | 34-7178 | Medicare (Palmetto) |
02/27/89 | |||||
MCD | NC | 3417178 | Medicaid |
|||||
NPI | 1710917547 | NPI |
07/04/06 |
Gentiva | Page 44 | |||
Home Health Agency Licensed, Medicare-Approved Locations | of 68 |
2466 Eastern Carolina Home Health Agency, LLC Tax ID: 56-1590744
Gentiva Health Services
4013 Capital Drive
Rocky Mount, NC 27804-3123 Co. Nash
Phone: (252)443-7083
Fax: (252)443-6361
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
LIC | NC | HC0497 | Certified License |
|||||
MCR | 34-7328 | Medicare (Palmetto) |
||||||
MCD | NC | 3407328 | Medicaid |
11/15/02 | ||||
NPI | 1306873831 | NPI |
06/28/06 |
2453 Total Care Home Health of North Carolina, LLC Tax ID: 20-0091435
Gentiva Health Services
1834 West Jake Alexander Blvd.
Suite 503
Salisbury, NC 28147-1135 Co. Rowan
Phone: (704)636-3334
Fax: (704)639-0070
Branch of 2557 Winston-Salem
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
LIC | NC | HC0265 | Certified License |
|||||
MCR | 34-7318 | Medicare under parent |
||||||
BID | 34Q7318003 | Medicare Branch ID number |
2454 Total Care Home Health of North Carolina, LLC Tax ID: 20-0091435
Gentiva Health Services
425 Cherryville Road
Suite A
Shelby, NC 28150-3651 Co. Cleveland
Phone: (704)484-3294
Fax: (704)484-3944
Branch - Branch - Gastonia 02445
Branch - Branch - Hickory 02447
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
LIC | NC | HC0221 | Certified License |
|||||
MCR | 34-7317 | Medicare (Palmetto) |
||||||
MCD | NC | 3417317 | Cert Medicaid |
|||||
NPI | 1649203431 | NPI |
07/07/06 |
2455 Total Care Home Health of North Carolina, LLC Tax ID: 20-0091435
Gentiva Health Services
1905 East Broad Street
Statesville, NC 28625-4309 Co. Iredell
Phone: (704)872-3606
Fax: (704)872-6320
Branch of 2557 Winston-Salem
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
LIC | NC | HC0170 | Certified License |
|||||
MCR | 34-7318 | Medicare under parent |
||||||
BID | 34Q7318002 | Medicare Branch ID number |
Gentiva | Page 45 | |||
Home Health Agency Licensed, Medicare-Approved Locations | of 68 |
2467 Eastern Carolina Home Health Agency, LLC Tax ID: 56-1590744
Gentiva Health Services
1638 Carolina Ave.
Washington, NC 27889-3365 Co. Beaufort
Phone: (252)946-7145
Fax: (252)946-9525
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
LIC | NC | HC0329 | Certified License |
|||||
MCR | 34-7329 | Medicare (Palmetto) |
||||||
MCD | NC | 3407329 | Cert Medicaid |
|||||
NPI | 1750318614 | NPI |
06/27/06 |
817 Gentiva Certified HealthCare Corp. Tax ID: 11-2645333
Gentiva Health Services
2000 Frontis Plaza Blvd
Suite 300
Winston-Salem, NC 27103-5616 Co. Forsyth
Phone: (336)397-3820
Fax: (336)788-6808
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
LIC | NC | HC0567 | Certified License |
03/24/88 | ||||
MCR | 34-7174 | Medicare (CGS) |
06/29/88 | |||||
MCD | NC | 3407174 | Medicaid |
06/29/88 | ||||
NPI | 1598795296 | NPI |
07/05/06 |
2557 Total Care Home Health of North Carolina, LLC Tax ID: 20-0091435
Gentiva Health Services
145 Kimel Park Drive
Suite 200
Winston-Salem, NC 27103 Co. Forsyth
Phone: (336)760-8336
Fax: (336)768-5277
Sub Unit of 2443 Charlotte
Branch - Branch - North Wilkesboro 02457
Branch - Branch - Salisbury 02453
Branch - Branch - Statesville 02455
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
LIC | NC | HC0231 | Certified License |
|||||
MCR | 34-7318 | Medicare (Palmetto) |
||||||
MCD | NC | 3417318 | Medicaid |
|||||
NPI | 1386672459 | NPI |
06/29/06 |
2591 Gentiva Certified HealthCare Corp. Tax ID: 11-2645333
Gentiva Health Services
2000 Frontis Plaza Blvd
Suite 106
Winston-Salem, NC 27103-5616 Co. Forsyth
Phone: (336)397-3331
Fax: (336)397-3354
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
LIC | NC | HC1131 | Certified License |
|||||
MCR | 34-7204 | Medicare (Palmetto) |
||||||
MCD | NC | 3417204 | Medicaid |
07/01/07 | ||||
NPI | 1578626321 | NPI |
Gentiva | Page 46 | |||
Home Health Agency Licensed, Medicare-Approved Locations | of 68 |
2902 Wake Forest Baptist Health Care at Home, LLC Tax ID: 46-2300938
2000 Frontis Plaza Blvd
Suite 303
Winston-Salem, NC 27103-5616 Co. Forsyth
Phone: (336)760-1838
Fax: (336)760-1884
Joint Venture
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
LIC | NC | Pending | Certified License |
|||||
MCR | 34-7106 | Medicare (Palmetto) |
||||||
NPI | 1861422990 | NPI |
2449 Total Care Home Health of Louisburg, LLC Tax ID: 68-0593592
Gentiva Health Services
74 Wheaton Avenue
Youngsville, NC 27596-8691 Co. Franklin
Phone: (919)554-2279
Fax: (919)554-2688
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
LIC | NC | HC0215 | Certified License |
|||||
MCR | 34-7217 | Medicare (Palmetto) |
||||||
MCD | NC | 3417217 | Medicaid Provider number |
01/01/13 | ||||
NPI | 1023041837 | NPI |
07/08/06 |
NEBRASKA
942 Gentiva Certified HealthCare Corp. Tax ID: 11-2645333
Gentiva Health Services
8055 O Street
Suite 111
Lincoln, NE 68510-2565 Co. Lancaster
Phone: (402)434-8081
Fax: (402)489-8570
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
LIC | NE | 501014 | Certified License |
05/11/90 | ||||
MCR | 28-7060 | Medicare (CGS) |
05/08/90 | |||||
NPI | 1558398479 | NPI |
06/30/06 |
734 Gentiva Certified HealthCare Corp. Tax ID: 11-2645333
Gentiva Health Services
9140 West Dodge Road
Suite 401
Omaha, NE 68114-3317 Co. Douglas
Phone: (402)343-9433
Fax: (402)343-9434
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
LIC | NE | 261022 | Certified License |
|||||
MCR | 28-7038 | Medicare (CGS) |
04/27/87 | |||||
NPI | 1689600371 | NPI |
06/30/06 |
Gentiva | Page 47 | |||
Home Health Agency Licensed, Medicare-Approved Locations | of 68 |
NEW MEXICO
782 Gentiva Certified HealthCare Corp. Tax ID: 11-2645333
Gentiva Health Services
6400 Jefferson Street NE
Suite 101
Albuquerque, NM 87109-3470 Co. Bernalillo
Phone: (505)345-3754
Fax: (505)345-5121
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
LIC | NM | 6059A4 | Certified License |
|||||
MCR | 32-7070 | Medicare (CGS) |
09/23/87 | |||||
MCD | NM | N1425 | Certified Medicaid |
|||||
NPI | 1295761997 | NPI |
06/30/06 |
2680 Gentiva Certified HealthCare Corp. Tax ID: 11-2645333
Gentiva Health Services
1005 South Telshor Blvd.
Suite B
Las Cruces, NM 88011-4879 Co. Dona Ana
Phone: (575)528-5620
Fax: (575)526-1536
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
LIC | NM | 3325 | Certified License |
10/16/09 | ||||
MCR | 32-7182 | Medicare Part A (Palmetto) |
10/17/09 | |||||
NPI | 1487987335 | NPI |
NEVADA
2662 Gentiva Certified HealthCare Corp. Tax ID: 11-2645333
Gentiva Health Services
896 W. Nye Lane
Suite 103
Carson City, NV 89703-1544 Co. Carson City
Phone: (775)884-0100
Fax: (775)884-0120
Branch of 407 Reno
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
LIC | NV | 6278HBR-0 | Home Health Branch License |
09/11/09 | ||||
MCR | 29-7022 | Medicare Under Parent |
||||||
BID | 29Q7022001 | Medicare Branch ID |
02/17/10 |
407 Gentiva Certified HealthCare Corp. Tax ID: 11-2645333
Gentiva Health Services
5425 Louie Lane
Suite B
Reno, NV 89511-1835 Co. Washoe
Phone: (775)858-1900
Fax: (775)858-1908
Branch - Branch - Carson City 02662
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
LIC | NV | 586HHA-20 | Certified License - GHS III |
09/29/90 | ||||
MCR | 29-7022 | Medicare (CGS) |
10/25/85 | |||||
MCD | NV | 29-16002 | Certified Medicaid |
09/29/90 | ||||
NPI | 1285661108 | NPI |
06/30/06 |
Gentiva | Page 48 | |||
Home Health Agency Licensed, Medicare-Approved Locations | of 68 |
NEW YORK (CON State)
887 QC-Medi New York, Inc. Tax ID: 11-2750425
Gentiva Health Services
425 Grant Ave.
Suite 2
Auburn, NY 13021-8204 Co. Cayuga
Phone: (315)255-1781
Fax: (315)252-1808
Branch of 895 Liverpool
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
MCR | 33-7255 | Medicare under parent |
07/10/05 | |||||
BID | 33Q7255002 | CMS Branch ID Number |
07/10/05 |
887 Quality Care-USA, Inc. Tax ID: 11-2256479
Gentiva Health Services
425 Grant Ave.
Suite 2
Auburn, NY 13021-8204 Co. Cayuga
Phone: (315)255-1781
Fax: (315)252-1808
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
LIC | NY | 9511L040 | LHCSA License |
09/01/05 | ||||
NPI | 1174555924 | NPI |
07/06/06 |
2263 QC-Medi New York, Inc. Tax ID: 11-2750425
Gentiva Health Services
Malta Commons Business Park
100 Saratoga Village Blvd
Suite 5
Ballston Spa (Malta), NY 12020-3703 Co. Saratoga
Phone: (518)899-1158
Fax: (518)899-7008
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
LIC | NY | 2801600 | CHHA Operating Certificate |
|||||
MCR | 33-7401 | Medicare (CGS) |
||||||
MCD | NY | 01573711 | Medicaid |
09/19/95 | ||||
NPI | 1023049830 | NPI |
07/06/06 |
2263 Quality Care-USA, Inc. Tax ID: 11-2256479
Gentiva Health Services
Malta Commons Business Park
100 Saratoga Village Blvd
Suite 5
Ballston Spa (Malta), NY 12020-3703 Co. Saratoga
Phone: (518)452-3524
Fax: (518)452-2191
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
LIC | NY | 9511L001 | LHCSA License |
05/22/87 | ||||
NPI | 1205867090 | NPI |
07/06/06 |
Gentiva | Page 49 | |||
Home Health Agency Licensed, Medicare-Approved Locations | of 68 |
76 QC-Medi New York, Inc. Tax ID: 11-2750425
Gentiva Health Services
11849 East Corning Road
Suite 108
Corning, NY 14830 Co. Steuben
Phone: (607)962-0102
Fax: (607)962-0140
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
LIC | NY | 0752601 | CHHA Operating Certificate |
03/31/93 | ||||
MCR | 33-7292 | Medicare (CGS) |
04/09/93 | |||||
MCD | NY | 01447763 | Cert Medicaid |
|||||
NPI | 1114959988 | NPI |
07/06/06 |
718 QC-Medi New York, Inc. Tax ID: 11-2750425
Gentiva Health Services
888 Veterans Memorial Highway
Suite 210
Hauppauge, NY 11788-2940 Co. Suffolk
Phone: (631)232-6030
Fax: (631)232-6470
Sub Unit - Riverhead 02860
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
LIC | NY | 5157600 | CHHA Operating Certificate |
|||||
MCR | 33-7232 | Medicare (CGS) |
09/10/87 | |||||
MCD | NY | 01047281 | Cert Medicaid |
04/08/88 | ||||
NPI | 1376575977 | NPI |
07/06/06 |
895 QC-Medi New York, Inc. Tax ID: 11-2750425
Gentiva Health Services
200 Elwood Davis Rd
Liverpool, NY 13088-6184 Co. Onondaga
Phone: (315)461-0209
Fax: (315)461-0298
Branch - Branch - Auburn 00887
Branch - Branch - Oswego 00888
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
LIC | NY | 3301605 | CHHA Operating Certificate |
|||||
MCR | 33-7255 | Medicare (CGS) |
12/07/87 | |||||
MCD | NY | 01085501 | Cert Medicaid |
12/07/87 | ||||
NPI | 1912939489 | NPI |
07/07/06 |
895 Quality Care-USA, Inc. Tax ID: 11-2256479
Gentiva Health Services
200 Elwood Davis Rd
Liverpool, NY 13088-6184 Co. Onondaga
Phone: (315)461-0209
Fax: (315)461-0298
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
LIC | NY | 9511L022 | LHCSA License |
05/22/87 | ||||
NPI | 1972528057 | NPI |
07/12/06 |
Gentiva | Page 50 | |||
Home Health Agency Licensed, Medicare-Approved Locations | of 68 |
888 QC-Medi New York, Inc. Tax ID: 11-2750425
Gentiva Health Services
19 Fourth Avenue
Oswego, NY 13126-1803 Co. Oswego
Phone: (315)342-0521
Fax: (315)342-2451
Branch of 895 Liverpool
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
MCR | 33-7255 | Medicare Under parent |
11/01/87 | |||||
BID | 33Q7255001 | CMS Branch ID Number |
888 Quality Care-USA, Inc. Tax ID: 11-2256479
Gentiva Health Services
19 Fourth Avenue
Oswego, NY 13126-1803 Co. Oswego
Phone: (315)342-0521
Fax: (315)342-2451
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
LIC | NY | 9511L027 | LHCSA License |
05/22/87 | ||||
NPI | 1043242498 | NPI |
07/07/06 |
2860 QC-Medi New York, Inc. Tax ID: 11-2750425
Gentiva Health Services
877 East Main St.
Riverhead, NY 11901-2521 Co. Suffolk
Phone: (631)727-5353
Fax: (631)727-5268
Sub Unit of 718 Hauppauge
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
LIC | N/A | Operating Certificate Under Parent |
||||||
MCR | 33-7302 | Medicare (CGS) |
08/17/10 | |||||
MCD | NY | 03294915 | Home Health Mediciad |
08/17/10 | ||||
NPI | 1235458035 | NPI |
05/19/10 |
829 QC-Medi New York, Inc. Tax ID: 11-2750425
Gentiva Health Services
865 Merrick Avenue
Suite 340 South
Westbury, NY 11590-6695 Co. Nassau
Phone: (516)746-8013
Fax: (516)746-7172
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
LIC | NY | 2910601 | CHHA Operating Certificate |
01/25/93 | ||||
MCR | 33-7289 | Medicare (CGS) |
06/03/97 | |||||
MCD | NY | 01447745 | CHHA Medicaid |
11/01/93 | ||||
NPI | 1760414171 | NPI |
07/07/06 |
Gentiva | Page 51 | |||
Home Health Agency Licensed, Medicare-Approved Locations | of 68 |
OHIO
342 Gentiva Certified HealthCare Corp. Tax ID: 11-2645333
Gentiva Health Services
495 Portage Lakes Dr.
Akron, OH 44319-2205 Co. Summit
Phone: (330)644-4447
Fax: (330)644-2823
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
MCR | 36-7159 | Medicare (CGS) |
09/02/81 | |||||
MCD | OH | 0208000 | HHA Medicaid |
09/30/95 | ||||
NPI | 1316973019 | NPI |
06/30/06 |
75 Gentiva Certified HealthCare Corp. Tax ID: 11-2645333
Gentiva Health Services
959 Illinois Ave.
Suite B
Maumee, OH 43537-1744 Co. Lucas
Phone: (419)482-6519
Fax: (419)482-6832
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
MCR | 36-7520 | Medicare (CGS) |
04/07/93 | |||||
MCD | OH | 0928652 | HHA |
|||||
NPI | 1598791295 | NPI |
06/30/06 |
OKLAHOMA
136 Gentiva Certified HealthCare Corp. Tax ID: 11-2645333
Gentiva Health Services
1202 West Willow Road
Suite D
Enid, OK 73703-2530 Co. Garfield
Phone: (580)242-0024
Fax: (580)242-4037
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
LIC | OK | 7060 | Certified License |
01/01/97 | ||||
MCR | 37-7122 | Medicare (CGS) |
05/16/85 | |||||
MCD | OK | 100260400N | HHA Medicaid |
03/26/96 | ||||
OTH | OK | 32796 | OBN Registration |
|||||
NPI | 1013943711 | NPI |
06/30/06 |
136 Gentiva Health Services (USA), LLC Tax ID: 11-3414024
Gentiva Health Services
1202 West Willow Road
Suite D
Enid, OK 73703-2530 Co. Garfield
Phone: (580)242-0024
Fax: (580)242-4037
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
LIC | OK | 7449 | Non-certified License |
01/01/96 | ||||
NPI | 1538191713 | NPI |
06/23/06 | |||||
OTH | 32796 | OBN Registration |
Gentiva | Page 52 | |||
Home Health Agency Licensed, Medicare-Approved Locations |
of 68 |
177 Gentiva Certified HealthCare Corp. Tax ID: 11-2645333
Gentiva Health Services
804 East Jackson Street
Hugo, OK 74743-4222 Co. Choctaw
Phone: (580)326-8376
Fax: (580)326-5729
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
LIC | OK | 7064 | Certified License |
10/03/94 | ||||
MCR | 37-7146 | Medicare (CGS) |
02/11/87 | |||||
MCD | OK | 100260400M | HHA Medicaid |
03/26/96 | ||||
OTH | OK | 32795 | OBN Registration |
|||||
NPI | 1861428575 | NPI |
06/30/06 |
177 Gentiva Health Services (USA), LLC Tax ID: 11-3414024
Gentiva Health Services
804 East Jackson Street
Hugo, OK 74743-4222 Co. Choctaw
Phone: (580)326-8376
Fax: (580)326-5729
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
LIC | OK | 7447 | Non-certified license |
11/14/98 | ||||
NPI | 1902833825 | NPI |
06/30/06 | |||||
OTH | 32795 | OBN Registration- under cert |
962 Gentiva Certified HealthCare Corp. Tax ID: 11-2645333
Gentiva Health Services
2210 West Gore Blvd
Suite 3
Lawton, OK 73501-3652 Co. Comanche
Phone: (580)248-9998
Fax: (580)248-9995
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
LIC | OK | 7063 | Certified License |
01/01/97 | ||||
MCR | 37-7164 | Medicare (CGS) |
08/09/89 | |||||
MCD | OK | 100260400R | HHA Medicaid |
03/26/96 | ||||
OTH | OK | 32794 | OBN Registration |
|||||
NPI | 1497781108 | NPI |
06/30/06 |
962 Gentiva Health Services (USA), LLC Tax ID: 11-3414024
Gentiva Health Services
2210 West Gore Blvd
Suite 3
Lawton, OK 73501-3652 Co. Comanche
Phone: (580)248-9998
Fax: (580)248-9995
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
LIC | OK | 7450 | Non-certified License |
11/14/98 | ||||
NPI | 1033141205 | NPI |
06/23/06 | |||||
OTH | 32794 | OBN Registration |
Gentiva | Page 53 | |||
Home Health Agency Licensed, Medicare-Approved Locations |
of 68 |
890 Gentiva Certified HealthCare Corp. Tax ID: 11-2645333
Gentiva Health Services
4045 NW 64th Street
Suite 420
Oklahoma City, OK 73116-2617 Co. Oklahoma
Phone: (405)843-0465
Fax: (405)848-6957
Branch - Branch - Stroud 00181
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
LIC | OK | 7093 | Certified License |
|||||
MCR | 37-7170 | Medicare (CGS) |
03/08/83 | |||||
MCD | OK | 100260400K | HHA Medicaid |
09/30/95 | ||||
OTH | OK | 32793 | OBN Registration |
|||||
NPI | 1689600397 | NPI |
06/30/06 |
890 Gentiva Health Services (USA), LLC Tax ID: 11-3414024
Gentiva Health Services
4045 NW 64th Street
Suite 420
Oklahoma City, OK 73116-2617 Co. Oklahoma
Phone: (405)843-0465
Fax: (405)848-6957
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
LIC | OK | 7278 | Non-certified License |
01/01/97 | ||||
NPI | 1811924731 | NPI |
06/30/06 | |||||
OTH | 32793 | OBN Registration |
181 Gentiva Certified HealthCare Corp. Tax ID: 11-2645333
Gentiva Health Services
408 South 8th Avenue
Stroud, OK 74079-4630 Co. Lincoln
Phone: (918)968-9543
Fax: (918)968-9548
Branch of 890 Oklahoma City
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
MCR | 37-7170 | Medicare Under Parent |
06/11/01 | |||||
OTH | OK | 32804 | OBN Reg-under non cert lic |
|||||
BID | 37Q7170001 | Medicare Branch ID Number |
181 Gentiva Health Services (USA), LLC Tax ID: 11-3414024
Gentiva Health Services
408 South 8th Avenue
Stroud, OK 74079-4630 Co. Lincoln
Phone: (918)968-9543
Fax: (918)968-9548
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
LIC | OK | 7448 | Non-certified License |
|||||
NPI | 1770519480 | NPI |
06/30/06 | |||||
OTH | OK | 32804 | OBN Registration |
Gentiva | Page 54 | |||
Home Health Agency Licensed, Medicare-Approved Locations |
of 68 |
137 Gentiva Certified HealthCare Corp. Tax ID: 11-2645333
Gentiva Health Services
7666 East 61st Street
Suite 340
Tulsa, OK 74133-1148 Co. Tulsa
Phone: (918)250-3636
Fax: (918)250-6833
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
LIC | OK | 7056 | Certified License |
01/01/97 | ||||
MCR | 37-7442 | Medicare (CGS) |
11/09/94 | |||||
MCD | OK | 100260400Q | HHA Medicaid |
03/26/96 | ||||
OTH | OK | 32802 | OK Bureau of Narcotics Registration |
|||||
NPI | 1093742918 | NPI |
06/30/06 |
137 Gentiva Health Services (USA), LLC Tax ID: 11-3414024
Gentiva Health Services
7666 East 61st Street
Suite 340
Tulsa, OK 74133-1148 Co. Tulsa
Phone: (918)250-3636
Fax: (918)250-6833
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
LIC | OK | 7452 | Non-certified License |
01/01/98 | ||||
NPI | 1346278454 | NPI |
06/23/06 | |||||
OTH | OK | 32802 | OK Bureau of Narcotics Registration (Under Cert) |
OREGON
2607 Gentiva Certified HealthCare Corp. Tax ID: 11-2645333
Gentiva Health Services
16760 SW Upper Boones Ferry Rd
Suite 106
Portland, OR 97224-7696 Co. Washington
Phone: (503)620-3407
Fax: (503)620-3487
Branch of 631 Vancouver
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
MCR | 50-7081 | Medicare Under Parent |
||||||
BID | 50Q7081001 | Medicare Branch ID Number |
05/01/08 |
PENNSYLVANIA
677 Gentiva Certified HealthCare Corp. Tax ID: 11-2645333
Gentiva Health Services
1860 Charter Lane
Suite 106
Lancaster, PA 17601-6755 Co. Lancaster
Phone: (717)291-5943
Fax: (717)291-4415
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
LIC | PA | 723705 | Cert License |
|||||
MCR | 39-7237 | Medicare (CGS) |
07/03/84 | |||||
MCD | PA | 1006932660068 | PA Cert Medicaid |
03/09/89 | ||||
NPI | 1780614412 | NPI |
07/05/06 |
Gentiva | Page 55 | |||
Home Health Agency Licensed, Medicare-Approved Locations |
of 68 |
2267 Gentiva Certified HealthCare Corp. Tax ID: 11-2645333
Gentiva Health Services
1250 N. 9th St.
Stroudsburg, PA 18360-7800 Co. Monroe
Phone: (570)424-7790
Fax: (570)424-7795
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
LIC | PA | 80050501 | Cert License |
04/12/04 | ||||
MCR | 39-8005 | Medicare (CGS) |
06/04/04 | |||||
MCD | PA | 1006932660092 | Medicaid |
03/31/06 | ||||
NPI | 1023042264 | NPI |
07/11/06 |
788 Gentiva Certified HealthCare Corp. Tax ID: 11-2645333
Gentiva Health Services
1065 Highway 315, Cross Creek Point
Suite 301
Wilkes Barre, PA 18702 Co. Luzerne
Phone: (570)822-0857
Fax: (570)823-8242
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
LIC | PA | 742205 | Certified License |
|||||
MCR | 39-7422 | Medicare (CGS) |
09/04/85 | |||||
MCD | PA | 1006932660056 | Certified Medicaid |
05/01/89 | ||||
NPI | 1598796161 | NPI |
07/05/06 |
SOUTH CAROLINA (CON - CERTIFIED AGENCIES ONLY)
2606 Capital Care Resources of South Carolina, LLC Tax ID: 56-2102603
Gentiva Health Services
1704 E. Greenville St.
Suite 2E
Anderson, SC 29621-7914 Co. Anderson
Phone: (864)332-8200
Fax: (864)332-8208
Branch of 2469 Greenville
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
MCR | 42-7017 | Medicare under parent |
||||||
BID | 42Q7017003 | Medicare Branch ID |
04/02/09 |
2468 Capital Care Resources of South Carolina, LLC Tax ID: 56-2102603
Gentiva Health Services
2000 Center Point Road
Suite 2300
Columbia, SC 29210-5812 Co. Richland
Phone: (803)731-2365
Fax: (803)798-0211
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
LIC | SC | HHA-0154 | Certified License |
|||||
MCR | 42-7061 | Medicare (Palmetto) |
02/23/93 | |||||
MCD | SC | 470617 | Cert Medicaid |
|||||
NPI | 1619904968 | NPI |
06/26/06 |
Gentiva | Page 56 | |||
Home Health Agency Licensed, Medicare-Approved Locations | of 68 |
2540 Total Care Home Health of North Carolina, LLC Tax ID: 20-0091435
Gentiva Health Services
517 Chesnee Highway
Suite C & D
Gaffney, SC 29341-2709 Co. Cherokee
Phone: (864)488-0898
Fax: (864)488-3423
Branch - Branch - Rock Hill 02596
Branch - Branch - Union 02597
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
LIC | SC | HHA-0178 | Certified License |
01/03/07 | ||||
MCR | 42-7117 | Medicare (Palmetto) |
06/13/07 | |||||
MCD | HHA178 | Medicaid |
||||||
NPI | 1891724555 | NPI |
09/19/06 |
2469 Capital Care Resources of South Carolina, LLC Tax ID: 56-2102603
Gentiva Health Services
430 Roper Mountain Road
Suite E
Greenville, SC 29615-4243 Co. Greenville
Phone: (864)297-5711
Fax: (864)297-5744
Branch - Branch - Anderson 02606
Branch - Branch - Seneca 02472
Branch - Branch - Spartanburg 02473
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
LIC | SC | HHA-0158 | Certified License |
|||||
MCR | 42-7017 | Medicare (Palmetto) |
||||||
MCD | SC | 470172 | Cert Medicaid |
|||||
NPI | 1598793192 | NPI |
06/30/06 |
2470 Total Care Home Health of South Carolina, LLC Tax ID: 20-0091422
Gentiva Health Services
1240 21st Avenue North
Suite 200
Myrtle Beach, SC 29577-7401 Co. Horry
Phone: (843)448-7060
Fax: (843)448-3619
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
LIC | SC | HHA-0179 | Certified License |
|||||
MCR | 42-7045 | Medicare (Palmetto) |
||||||
MCD | SC | HHA-179 | Medicaid |
|||||
NPI | 1821027962 | NPI |
07/01/06 |
2642 Gentiva Certified HealthCare Corp. Tax ID: 11-2645333
Gentiva Health Services
4975 Lacross Road
Suite 354
North Charleston, SC 29406-6531 Co. Charleston
Phone: (843)744-1191
Fax: (843)744-1141
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
LIC | SC | HHA-0051 | Certified license |
|||||
MCR | 42-7035 | Medicare (Palmetto) |
||||||
MCD | SC | HHA300 | Medicaid |
08/02/08 | ||||
NPI | 1285899526 | NPI |
08/02/08 |
Gentiva | Page 57 | |||
Home Health Agency Licensed, Medicare-Approved Locations | of 68 |
2596 Total Care Home Health of North Carolina, LLC Tax ID: 20-0091435
Gentiva Health Services
250 Piedmont Blvd
Rock Hill, SC 29732-1835 Co. York
Phone: (803)329-3184
Fax: (803)329-4613
Branch of 2540 Gaffney
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
MCR | 42-7117 | Medicare Under Parent |
||||||
BID | 42Q7117002 | Medicare Branch ID Number |
11/01/07 |
2472 Capital Care Resources of South Carolina, LLC Tax ID: 56-2102603
Gentiva Health Services
10 Accountants Circle,
The Commons
Seneca, SC 29678-2670 Co. Oconee
Phone: (864)885-1085
Fax: (864)885-1798
Branch of 2469 Greenville
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
MCR | 42-7017 | Medicare under parent |
||||||
BID | 42Q7017002 | Medicare Branch ID number |
01/27/06 |
2473 Capital Care Resources of South Carolina, LLC Tax ID: 56-2102603
Gentiva Health Services
905 East Main Street
Suite 1
Spartanburg, SC 29302-2182 Co. Spartanburg
Phone: (864)582-5936
Fax: (864)582-4225
Branch of 2469 Greenville
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
MCR | 42-7017 | Medicare under parent |
||||||
BID | 42Q7017001 | Medicare Branch ID number |
04/01/04 |
2597 Total Care Home Health of North Carolina, LLC Tax ID: 20-0091435
Gentiva Health Services
1261 South Duncan Bypass
(Mail: PO Box 625, zip 29379-0625)
Union, SC 29379-7218 Co. Union
Phone: (864)429-4821
Fax: (864)429-5213
Branch of 2540 Gaffney
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
MCR | 42-7117 | Medicare Under Parent |
||||||
BID | 42Q7117001 | Medicare Branch ID Number |
11/01/07 |
Gentiva | Page 58 | |||
Home Health Agency Licensed, Medicare-Approved Locations |
of 68 |
TENNESSEE (CON State)
757 Gentiva Certified HealthCare Corp. Tax ID: 11-2645333
Gentiva Health Services
5751 Cornelison Road
Bldg 6400 B
Suite 100
Chattanooga, TN 37411-5700 Co. Hamilton
Phone: (423)892-1122
Fax: (423)899-2015
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
LIC | TN | 0000000100 | Certified License |
|||||
MCR | 44-7495 | Medicare (CGS) |
07/15/85 | |||||
MCD | TN | 044-7495 | Cert Medicaid |
07/15/85 | ||||
NPI | 1093744815 | NPI |
07/02/06 |
178 Gentiva Certified HealthCare Corp. Tax ID: 11-2645333
Gentiva Health Services
2004 American Way
Suite 121
Kingsport, TN 37660-5892 Co. Sullivan
Phone: (423)230-1000
Fax: (423)246-6087
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
LIC | TN | 0000000251 | Certified License |
|||||
MCR | 44-7254 | Medicare (CGS) |
12/12/83 | |||||
MCD | TN | 044-7254 | Cert Medicaid |
10/09/84 | ||||
NPI | 1689604860 | NPI |
07/04/06 |
750 Gentiva Certified HealthCare Corp. Tax ID: 11-2645333
Gentiva Health Services
6223 Highland Place Way
Knoxville, TN 37919-4024 Co. Knox
Phone: (865)584-3133
Fax: (865)584-0677
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
LIC | TN | 0000000142 | Certified License |
|||||
MCR | 44-7111 | Medicare (CGS) |
06/01/77 | |||||
MCD | TN | 044-7111 | Cert Medicaid |
|||||
NPI | 1669402749 | NPI |
07/04/06 |
2478 Healthfield of Tennessee, LLC Tax ID: 01-0831798
Gentiva Health Services
115 Winwood Dr.
Suite 101
Lebanon, TN 37087-1343 Co. Wilson
Phone: (615)449-0045
Fax: (615)443-0063
Branch - Branch - Smyrna 02541
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
LIC | TN | 0000000041 | Certified License |
|||||
MCR | 44-7191 | Medicare (Palmetto) |
||||||
MCD | TN | 0447191 | 07/01/05 | |||||
NPI | 1659301737 | NPI |
07/04/06 |
Gentiva | Page 59 | |||
Home Health Agency Licensed, Medicare-Approved Locations |
of 68 |
663 Gentiva Certified HealthCare Corp. Tax ID: 11-2645333
Gentiva Health Services
624 Grassmere Park Drive
Suite 8
Nashville, TN 37211-3671 Co. Davidson
Phone: (615)360-9000
Fax: (615)360-9278
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
LIC | TN | 0000000049 | Certified License |
|||||
MCR | 44-7488 | Medicare (CGS) |
03/03/85 | |||||
MCD | TN | 044-7488 | Cert Medicaid |
03/08/85 | ||||
NPI | 1427089697 | NPI |
07/06/06 |
2541 Healthfield of Tennessee, LLC Tax ID: 01-0831798
Gentiva Health Services
695 President Place
Suite 200
Smyrna, TN 37167-5681 Co. Rutherford
Phone: (615)220-6183
Fax: (615)220-6987
Branch of 2478 Lebanon
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
MCR | 44-7191 | Medicare under parent |
||||||
BID | 44Q7191001 | Medicare Branch ID Number |
04/15/06 |
2480 Healthfield of Tennessee, LLC Tax ID: 01-0831798
Gentiva Health Services
1970 North Jackson Street
Tullahoma, TN 37388-8240 Co. Coffee
Phone: (931)455-1026
Fax: (931)455-1920
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
LIC | TN | 0000000030 | Certified License |
|||||
MCR | 44-7151 | Medicare (Palmetto) |
||||||
NPI | 1568493633 | NPI |
07/06/06 |
TEXAS
793 Gentiva Certified HealthCare Corp. Tax ID: 11-2645333
Gentiva Health Services
1600 West 38th Street
Suite 202
Austin, TX 78731-6405 Co. Travis
Phone: (512)459-5479
Fax: (512)451-4840
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
LIC | TX | 004444 | Certified License |
|||||
MCR | 67-7166 | Medicare (CGS) |
09/16/88 | |||||
MCD | TX | 1364945-04 | Certified Medicaid |
|||||
NPI | 1376573402 | NPI |
06/23/06 |
Gentiva | Page 60 | |||
Home Health Agency Licensed, Medicare-Approved Locations |
of 68 |
13 Gentiva Certified HealthCare Corp. Tax ID: 11-2645333
Gentiva Health Services
13700 Veterans Memorial Drive
Suite 410
Houston, TX 77014-1017 Co. Harris
Phone: (281)583-7191
Fax: (281)583-5812
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
LIC | TX | 003072 | Certified License |
|||||
MCR | 45-7264 | Medicare (CGS) |
11/22/82 | |||||
MCD | TX | 1364945-03 | Certified Medicaid |
|||||
NPI | 1558391680 | NPI |
06/23/06 |
2257 Gentiva Certified HealthCare Corp. Tax ID: 11-2645333
Gentiva Health Services
10100 W. Sam Houston Parkway South
Suite 360
Houston, TX 77099-5150 Co. Harris
Phone: (281)568-1878
Fax: (281)568-5530
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
LIC | TX | 008390 | Certified License |
|||||
MCR | 67-7737 | Medicare (CGS) |
||||||
MCD | TX | 1591836-02 | Medicaid |
03/29/03 | ||||
NPI | 1093745127 | NPI |
06/23/06 |
44 Gentiva Certified HealthCare Corp. Tax ID: 11-2645333
Gentiva Health Services
4242 East Piedras Drive
Suite 100
San Antonio, TX 78228-1420 Co. Bexar
Phone: (210)340-1800
Fax: (210)524-7215
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
LIC | TX | 003074 | Certified License |
01/12/83 | ||||
MCR | 45-7416 | Medicare (CGS) |
01/12/83 | |||||
MCD | TX | 1364945-07 | Certified Medicaid |
|||||
NPI | 1942232111 | NPI |
06/23/06 |
UTAH
899 Gentiva Certified HealthCare Corp. Tax ID: 11-2645333
Gentiva Health Services
50 East 100 South
Suite 200
Saint George, UT 84770-2316 Co. Washington
Phone: (435)628-5277
Fax: (435)673-0432
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
LIC | AZ | HHA0170 | Certified License (AZ) |
|||||
LIC | UT | 2013-HHA-793 | Certified License |
|||||
LIC | NV | 592HSB-18 | Certified License (NV) - GHS XI |
|||||
MCR | 46-7015A | Medicare (CGS) |
||||||
MCD | UT | 112645333014 | Certified Medicaid |
12/31/95 | ||||
MCD | NV | 29-88017 | Certified Medicaid |
12/01/89 | ||||
NPI | 1578595757 | NPI |
06/23/06 |
Gentiva | Page 61 | |||
Home Health Agency Licensed, Medicare-Approved Locations | of 68 |
VIRGINIA
2692 Gentiva Certified HealthCare Corp. Tax ID: 11-2645333
Gentiva Health Services
876-B East Main Street
Bedford, VA 24523-2904 Co. Bedford
Phone: (540)586-6765
Fax: (540)586-6758
Branch of 2272 Lynchburg
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
MCR | 49-7597 | Medicare Under Parent |
||||||
BID | 49Q7597001 | Medicare Branch ID Number |
03/15/10 |
2665 Gentiva Certified HealthCare Corp. Tax ID: 11-2645333
Gentiva Health Services
1097 North Franklin Street
Christiansburg, VA 24073-1421 Co. Montgomery
Phone: (540)382-9311
Fax: (540)381-0132
Branch of 830 Roanoke
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
MCR | 49-7429 | Medicare Under Parent |
||||||
BID | 49Q7429001 | Medicare Branch ID Number |
06/01/09 |
2272 Gentiva Certified HealthCare Corp. Tax ID: 11-2645333
Gentiva Health Services
1928 Thomson Drive
Lynchburg, VA 24501-1009 Co. Lynchburg City
Phone: (434)846-5219
Fax: (434)528-4963
Branch - Branch - Bedford 02692
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
LIC | VA | N/A | Cert License Exempt |
|||||
MCR | 49-7597 | Medicare (CGS) |
03/31/05 | |||||
MCD | VA | 004970985 | Cert Medicaid |
02/25/94 | ||||
NPI | 1194753194 | NPI |
06/29/06 |
744 Gentiva Certified HealthCare Corp. Tax ID: 11-2645333
Gentiva Health Services
2601 Willard Road
Suite 101
Richmond, VA 23294-3638 Co. Henrico
Phone: (804)672-7500
Fax: (804)672-7563
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
LIC | VA | N/A | Cert Exempt |
|||||
MCR | 49-7424 | Medicare (CGS) |
01/03/89 | |||||
MCD | VA | 004974247 | Cert Medicaid |
01/03/89 | ||||
NPI | 1891726584 | NPI |
07/05/06 |
Gentiva | Page 62 | |||
Home Health Agency Licensed, Medicare-Approved Locations | of 68 |
830 Gentiva Certified HealthCare Corp. Tax ID: 11-2645333
Gentiva Health Services
1302 Plantation Road
Roanoke, VA 24012-5713 Co. Roanoke
Phone: (540)362-7578
Fax: (540)362-8150
Branch - Branch - Christiansburg 02665
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
LIC | VA | N/A | Cert Exempt |
|||||
MCR | 49-7429 | Medicare (CGS) |
05/04/89 | |||||
MCD | VA | 004974298 | Cert Medicaid |
05/04/89 | ||||
NPI | 1124059688 | NPI |
07/05/06 |
937 Gentiva Certified HealthCare Corp. Tax ID: 11-2645333
Gentiva Health Services
5544 Greenwich Road
Suite 300
Virginia Beach, VA 23462-6563 Co. Virginia Beach C
Phone: (757)499-2303
Fax: (757)499-5973
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
LIC | VA | N/A | Cert Exempt |
|||||
MCR | 49-7271 | Medicare (CGS) |
07/01/89 | |||||
MCD | VA | 004972716 | Cert Medicaid |
10/21/82 | ||||
NPI | 1881625051 | NPI |
07/06/06 |
WASHINGTON (CON - CERTIFIED AGENCIES ONLY)
2627 Gentiva Health Services (USA), LLC Tax ID: 11-3414024
Gentiva Health Services
10940 NE 33rd Place
Suite 103
Bellevue, WA 98004-1432 Co. King
Phone: (425)827-2415
Branch of 627 Kent
2627 Gentiva Certified HealthCare Corp. Tax ID: 11-2645333
Gentiva Health Services
10940 NE 33rd Place
Suite 103
Bellevue, WA 98004-1432 Co. King
Phone: (425)827-2415
Fax: (425)822-0328
Branch of 627 Kent
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
MCR | 50-7082 | Medicare Under Parent |
||||||
BID | 50Q7082002 | Medicare Branch ID number |
04/19/08 |
Gentiva | Page 63 | |||
Home Health Agency Licensed, Medicare-Approved Locations |
of 68 |
708 Gentiva Certified HealthCare Corp. Tax ID: 11-2645333
Gentiva Health Services
4060 Wheaton Way
Bldg A
Suite 2A
Bremerton, WA 98310-3500 Co. Kitsap
Phone: (360)373-6966
Fax: (360)373-6965
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
LIC | WA | IHS.FS.00000291 | Certified License - Fac#011379 |
|||||
MCR | 50-7106 | Medicare (CGS) |
01/12/96 | |||||
MCD | WA | 9041591 | DME Medicaid |
01/12/96 | ||||
MCD | WA | 9041609 | Certified Medicaid |
11/30/90 | ||||
NPI | 1114958725 | NPI |
07/07/06 |
2251 Gentiva Certified HealthCare Corp. Tax ID: 11-2645333
Gentiva Health Services
728 134th Street SW
Suite 203
Everett, WA 98204-5322 Co. Snohomish
Phone: (425)745-4345
Fax: (425)745-4835
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
LIC | WA | IHS.FS.00000295 | Certified License - Facility#011364 |
|||||
MCR | 50-7071 | Medicare (CGS) |
08/01/85 | |||||
MCD | WA | 9041138 | Certified HHA Medicaid |
01/01/86 | ||||
MCD | WA | 9041575 | DME Medicaid |
02/01/93 | ||||
NPI | 1538198817 | NPI |
07/07/06 |
627 Gentiva Certified HealthCare Corp. Tax ID: 11-2645333
Gentiva Health Services
20829 72nd Ave South
Suite 125
Kent, WA 98032-1404 Co. King
Phone: (253)395-5133
Fax: (253)395-8834
Branch - Branch - Bellevue 02627
Branch - Branch - Seattle 02268
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
LIC | WA | IHS.FS.00000293 | Certified License - Facility #011363 |
|||||
MCR | 50-7082 | Medicare (CGS) |
01/17/87 | |||||
MCD | WA | 9041112 | Certified Medicaid |
01/06/90 | ||||
MCD | WA | 9041567 | DME Medicaid |
06/01/95 | ||||
NPI | 1992734271 | NPI |
07/07/06 |
627 Gentiva Health Services (USA), LLC Tax ID: 11-3414024
Gentiva Health Services
20829 72nd Ave South
Suite 125
Kent, WA 98032-1404 Co. King
Phone: (253)395-5133
Fax: (253)395-8834
Branch - Branch - Bellevue 02627
Branch - Branch - Seattle 02268
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
LIC | WA | IHS.FS.60378522 | Non-certified License |
01/01/96 | ||||
NPI | 1861423477 | NPI |
07/07/06 |
Gentiva | Page 64 | |||
Home Health Agency Licensed, Medicare-Approved Locations |
of 68 |
2888 Gentiva Certified HealthCare Corp. Tax ID: 11-2645333
Gentiva Health Services
22820 E. Appleway Ave
Liberty Lake, WA 99019-9514 Co. Spokane
Phone: (509)473-4900
Fax: (509)473-4953
Branch - Branch - Pullman 02889
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
LIC | ID | HH-225 | Certified license |
|||||
LIC | WA | IHS.FS.60308064 | Certified license |
12/20/12 | ||||
MCR | 50-7021 | Medicare (NGS) |
09/01/12 | |||||
MCD | WA | 1265789820 | Certified Medicaid - Provider One |
09/01/12 | ||||
MCD | ID | 1265789820 (ID) | 09/01/12 | |||||
NPI | 1265789820 | NPI |
2889 Gentiva Certified HealthCare Corp. Tax ID: 11-2645333
Gentiva Health Services
1610 NE Eastgate Blvd
Suite 850
Pullman, WA 99163-5625 Co. Whitman
Phone: (509)334-6016
Fax: (509)334-6094
Branch of 2888 Liberty Lake
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
MCR | 50-7021 | Medicare Under Parent |
||||||
BID | 50-Q7021001 | Medicare Branch ID |
09/01/12 |
2611 Gentiva Certified HealthCare Corp. Tax ID: 11-2645333
Gentiva Health Services
2913 NE 5th Avenue
Suite 202
Puyallup, WA 98372-6748 Co. Pierce
Phone: (253)435-9953
Fax: (253)435-9954
Branch of 629 Tacoma
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
MCR | 50-7031 | Medicare Under Parent |
||||||
BID | 50Q7031001 | Medicare Branch ID |
07/21/08 |
2611 Gentiva Health Services (USA), LLC Tax ID: 11-3414024
Gentiva Health Services
2913 NE 5th Avenue
Suite 202
Puyallup, WA 98372-6748 Co. Pierce
Phone: (253)435-9953
Fax: (253)435-9954
Branch of 629 Tacoma
Gentiva | Page 65 | |||
Home Health Agency Licensed, Medicare-Approved Locations | of 68 |
2268 Gentiva Certified HealthCare Corp. Tax ID: 11-2645333
Gentiva Health Services
115 NE 100th Street
Bldg A
Suite 250
Seattle, WA 98125-8099 Co. King
Phone: (206)729-7773
Fax: (206)729-8881
Branch of 627 Kent
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
MCR | 50-7082 | Medicare Under parent |
||||||
BID | 50Q7082001 | Medicare Branch ID number |
2268 Gentiva Health Services (USA), LLC Tax ID: 11-3414024
Gentiva Health Services
115 NE 100th Street
Bldg A
Suite 250
Seattle, WA 98125-8099 Co. King
Phone: (206)729-7773
Fax: (206)729-8881
Branch of 627 Kent
2660 Gentiva Certified HealthCare Corp. Tax ID: 11-2645333
Gentiva Health Services
9718 N. Morton Court
Spokane, WA 99218-3816 Co. Spokane
Phone: (509)464-4970
Fax: (509)464-4971
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
LIC | WA | IHS.FS.00000296 | Certified License - Facility #011369 |
01/07/03 | ||||
MCR | 50-7075 | Medicare (CGS) |
04/18/86 | |||||
MCD | WA | 9041120 | Certified Medicaid |
06/13/92 | ||||
MCD | WA | 9041559 | DME Medicaid |
07/01/92 | ||||
NPI | 1184653461 | NPI |
07/07/06 |
629 Gentiva Certified HealthCare Corp. Tax ID: 11-2645333
Gentiva Health Services
4020 South 56th St.
Suite 101
Tacoma, WA 98409-2615 Co. Pierce
Phone: (253)475-6862
Fax: (253)471-0931
Branch - Branch - Puyallup 02611
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
LIC | WA | IHS.FS.00000298 | Certified License - Facility #011357 |
|||||
MCR | 50-7031 | Medicare (CGS) |
01/17/87 | |||||
MCD | WA | 9041161 | Cert HH |
01/06/90 | ||||
MCD | WA | 9041583 | Cert DME |
01/01/96 | ||||
NPI | 1801825187 | NPI |
07/07/06 |
Gentiva | Page 66 | |||
Home Health Agency Licensed, Medicare-Approved Locations | of 68 |
629 Gentiva Health Services (USA), LLC Tax ID: 11-3414024
Gentiva Health Services
4020 South 56th St.
Suite 101
Tacoma, WA 98409-2615 Co. Pierce
Phone: (253)475-6862
Fax: (253)471-0931
Branch - Branch - Puyallup 02611
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
LIC | WA | IHS.FS.60378511 | Non-certified License - Facility #011358 |
01/01/96 | ||||
NPI | 1396776902 | NPI |
07/07/06 |
631 Gentiva Certified HealthCare Corp. Tax ID: 11-2645333
Gentiva Health Services
204 SE Stone Mill Drive
Suite 260
Vancouver, WA 98684-3507 Co. Clark
Phone: (360)253-7746
Fax: (360)944-7915
Branch - Branch - Portland 02607
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
LIC | OR | 13-0069 | Certified License |
05/04/99 | ||||
LIC | WA | IHS.FS.00000300 | Certified License - Facility #011396 |
|||||
MCR | 50-7081 | Medicare (CGS) |
03/05/87 | |||||
MCD | WA | 9040171 | DME Medicaid |
09/01/95 | ||||
MCD | WA | 9041146 | Certified Medicaid |
02/21/87 | ||||
NPI | 1205867819 | NPI |
07/07/06 |
WISCONSIN
2908 Gentiva Certified HealthCare Corp. Tax ID: 11-2645333
Gentiva Health Services
W177 N9886 Rivercrest Drive
Suite 112
Germantown, WI 53022-6407 Co. Washington
Phone: (262)251-3807
Fax: (262)251-3812
Branch of 247 West Allis
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
MCR | 52-7207 | Medicare Under Parent |
08/19/13 | |||||
BID | 52Q7207001 | Medicare Branch ID number |
08/19/13 |
585 Gentiva Certified HealthCare Corp. Tax ID: 11-2645333
Gentiva Health Services
One Main Centre
One Main St
Suite 330
Racine, WI 53403-1069 Co. Racine
Phone: (262)636-9036
Fax: (262)636-9029
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
LIC | WI | 3 | HHA cert - no renewal |
01/10/77 | ||||
MCR | 52-7098 | Medicare (CGS) |
05/01/79 | |||||
MCD | WI | 41506200 | HHA |
|||||
OTH | WI | N/A | Leg Rep Bkground CK |
|||||
NPI | 1225064934 | NPI |
06/30/06 |
Gentiva | Page 67 | |||
Home Health Agency Licensed, Medicare-Approved Locations |
of 68 |
247 Gentiva Certified HealthCare Corp. Tax ID: 11-2645333
Gentiva Health Services
10150 West National Avenue
Suite 300
West Allis, WI 53227-214 Co. Milwaukee
Phone: (414)327-4553
Fax: (414)327-4576
Branch - Branch - Germantown 02908
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
LIC | WI | 237 | CERT HHA - no renewal |
04/06/90 | ||||
MCR | 52-7207 | Medicare (CGS) |
05/04/90 | |||||
MCD | WI | 41532800 | Cert HH, RC, PC |
11/04/96 | ||||
OTH | WI | N/A | Leg Rep Bkground CK |
|||||
NPI | 1225064926 | NPI |
06/30/06 |
WEST VIRGINIA (CON State)
2260 Gentiva Certified HealthCare Corp. Tax ID: 11-2645333
Gentiva Health Services
347 A Rural Acres Dr
Beckley, WV 25801-3064 Co. Raleigh
Phone: (304)255-5263
Fax: (304)255-2174
Branch - Branch - Bluefield 02590
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
MCR | 51-7125 | Medicare (CGS) |
09/16/03 | |||||
MCD | PA | 100693266 | PA Cert Medicaid (See Remark) |
07/23/04 | ||||
MCD | WV | 0005018-001 | Cert Medicaid |
11/24/03 | ||||
3810000154 | Private Duty Nursing - Hourly |
11/24/03 | ||||||
NPI | 1265461545 | NPI |
07/07/06 |
2590 Gentiva Certified HealthCare Corp. Tax ID: 11-2645333
Gentiva Health Services
513 Cherry Street
Bluefield, WV 24701-3335 Co. Mercer
Phone: (304)325-3378
Fax: (304)324-7087
Branch of 2260 Beckley
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
MCR | 51-7125 | Medicare Under Parent |
||||||
BID | 51Q7125001 | Medicare Branch ID Number |
05/12/07 |
799 Gentiva Certified HealthCare Corp. Tax ID: 11-2645333
Gentiva Health Services
100 Kanawha Blvd West
Charleston, WV 25302-2300 Co. Kanawha
Phone: (304)346-9667
Fax: (304)346-9717
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
MCR | 51-7048 | Medicare (CGS) |
06/18/84 | |||||
MCD | WV | 0005018000 | Cert Medicaid |
06/18/84 | ||||
MCD | WV | 0160941000 | Children With Special Needs Medicaid |
|||||
NPI | 1356370639 | NPI |
07/07/06 |
Gentiva | Page 68 | |||
Home Health Agency Licensed, Medicare-Approved Locations | of 68 |
2264 Gentiva Certified HealthCare Corp. Tax ID: 11-2645333
Gentiva Health Services
5187 US Route 60E
Bldg. 2
Suite 28
Huntington, WV 25705-2076 Co. Cabell
Phone: (304)733-9430
Fax: (304)733-9439
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
MCR | 51-7126 | Medicare (CGS) |
09/16/03 | |||||
MCD | WV | 0005018-002 | Cert Medicaid |
11/24/03 | ||||
MCD | WV | 3810000157 | Private Duty Nursing-Hourly Care |
11/24/03 | ||||
NPI | 1659302164 | NPI |
07/07/06 |
173 Gentiva Certified HealthCare Corp. Tax ID: 11-2645333
Gentiva Health Services
39 12th Street
Parkersburg, WV 26101-4339 Co. Wood
Phone: (304)424-7172
Fax: (304)485-1559
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
MC | 51-7087 | Medicare (CGS) |
04/21/93 | |||||
MCD | WV | 0004498000 | WV Cert Medicaid |
04/21/93 | ||||
NPI | 1447289723 | NPI |
07/07/06 |
2669 Gentiva Certified HealthCare Corp. Tax ID: 11-2645333
Gentiva Health Services
800 Broad Street
Summersville, WV 26651-1707 Co. Nicholas
Phone: (304)872-7380
Fax: (304)872-7384
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
MCR | 51-7120 | Medicare (CGS) |
||||||
MCD | WV | 3810017555 | Medicaid |
07/01/09 | ||||
NPI | 1396971107 | NPI |
07/01/09 |
Gentiva | Page 1 of 16 | |||
Harden Hospice Locations |
ALABAMA (CON State)
CC # 2913 | ||||
Omega Hospice, LLC | Tax ID: 20-8667430 | |||
101 2nd Avenue | ||||
Cullman, AL 35055-3511 Co. Cullman | ||||
Phone: (256) 737-1793 | ||||
Fax: (256) 737-3765 |
ADSHuntsvilleCC# 2914
ADSVestaviaCC# 2915
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
MCR | 01-1667 | Medicare (Palmetto) |
||||||
MCD | AL | 1447371455 | Medicaid |
02/14/08 | ||||
NPI | 1447371455 | NPI |
CC # 2914 | ||||
Omega Hospice, LLC | Tax ID: 20-8667430 | |||
2006 Franklin Street | ||||
Suite 203 | ||||
Huntsville, AL 35801-4537 Co. Madison | ||||
Phone: (256) 533-1112 | ||||
Fax: (256) 533-1115 | ||||
ADS of Cullman # 2913 |
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
MCR | 01-1667 | Medicare under parent |
||||||
BID | Medicare Branch ID Number |
CC # 2915 | ||||
Omega Hospice, LLC | Tax ID: 20-8667430 | |||
3125 Sunview Drive | ||||
Vestavia, AL 35243-5434 Co. Jefferson | ||||
Phone: (205)969-4872 | ||||
Fax: (205) 969-8234 | ||||
ADS of Cullman # 2913 |
TYPE | ST | NUMBER | DESCRIPTION |
EFF DATE | ||||
MCR | 01-1667 | Medicare under parent |
||||||
BID | Medicare Branch ID Number |
CALIFORNIA
CC # 2916 | ||||
California Hospice, LLC | Tax ID: 30-0711730 | |||
Asian American Hospice CALIFORNIA BY HARDEN HEALTHCARE | ||||
1570 The Alameda | ||||
Suite 312 | ||||
San Jose, CA 95126 Co. Santa Clara | ||||
Phone: (408) 271-9274 | ||||
Fax: (408) 271-9349 | ||||
(NOT YET OPEN) |
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
LIC | CA | Pending | Certified License |
|||||
MCR | Pending | Medicare (NGS) |
||||||
NPI | 1659637866 | NPI |
Gentiva | Page 2 of 16 | |||
Harden Hospice Locations |
COLORADO
CC # 2917 | ||||
Alpine Home Health, Inc. Tax ID: 64-0921774 | ||||
Harden Hospice COLORADO | ||||
1517 Blake Avenue | ||||
Suite 100B | ||||
Glenwood Springs, CO 81601-3966 Co. Garfield | ||||
Phone: (970) 945-1475 | ||||
Fax: (970) 945-1365 | ||||
ADS of Grand Junction # 2918 |
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
LIC | CO | 17C967 | Certified License |
|||||
MCR | 06-1549 | Medicare under parent |
CC # 2918 | ||||
Alpine Home Health, Inc. Tax ID: 64-0921774 | ||||
Harden Hospice COLORADO | ||||
2764 Compass Drive | ||||
Suite 110 | ||||
Grand Junction, CO 81506-8749 Co. Mesa | ||||
Phone: (970) 245-0188 | ||||
Fax: (970) 245-0288 |
ADSGlenwood SpringsCC# 2917
ADSMontroseCC# 2919
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
LIC | CO | 17R327 | Certified License |
|||||
MCR | 06-1549 | Medicare (CGS) |
||||||
MCD | CO | 25601733 | Medicaid |
|||||
NPI | 1427117043 | NPI |
CC # 2919 | ||||
Alpine Home Health, Inc. Tax ID: 64-0921774 | ||||
Harden Hospice COLORADO | ||||
924 Spring Creek Road | ||||
Unit 3C | ||||
Montrose, CO 81403-3352 Co. Montrose | ||||
Phone: (970) 945-2838 | ||||
Fax: | ||||
ADS of Grand Junction # 2918 |
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
LIC | CO | 17Y393 | Certified License |
|||||
MCR | 06-1549 | Medicare under parent |
||||||
BID | NA | Medicare Branch ID Number |
CC # 2920 | ||||
Colorado Hospice, LLC Tax ID: 27-2141126 | ||||
Harden Hospice COLORADO | ||||
4891 Independence Street | ||||
Suite 215 | ||||
Wheat Ridge, CO 80033-6839 Co. Jefferson | ||||
Phone: (303) 217-5892 | ||||
Fax: (303) 423-8919 |
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
LIC | CO | 17L627 | Certified License |
|||||
MCR | 06-1572 | Medicare (CGS) |
||||||
MCD | CO | 26753278 | Medicaid |
|||||
NPI | 1003130196 | NPI |
Gentiva | Page 3 of 16 | |||
Harden Hospice Locations |
GEORGIA (CON - CERTIFIED AGENCIES ONLY)
CC # 2921 | ||||
Georgia Hospice LLC Tax ID: 27-4251135 | ||||
2001 Professional Way | ||||
Suite 240 | ||||
Woodstock, GA 30188-6444 Co. Cherokee | ||||
Phone: (770)592-3688 | ||||
Fax: (678) 494-0418 |
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
LIC | GA | 028-0362 | Certified License |
|||||
MCR | 11-1721 | Medicare (Palmetto) |
||||||
MCD | GA | 003129109A | Medicaid |
|||||
NPI | 1568767911 | NPI |
IOWA
CC # 2923 | ||||
Iowa Hospice, LLC Tax ID: 20-2589495 | ||||
Iowa Hospice BY HARDEN HEALTHCARE | ||||
550 South Roosevelt Avenue | ||||
Burlington, IA 52601 Co. Des Moines | ||||
Phone: (319) 752-0954 | ||||
Fax: | ||||
ADS of Muscatine #2929 |
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
MCR | 16-1589 | Medicare under parent |
CC # 2924 | ||||
Iowa Hospice, LLC Tax ID: 20-2589495 | ||||
Iowa Hospice BY HARDEN HEALTHCARE | ||||
831 North Griffith Road | ||||
Carroll, IA 51401 Co. Carroll | ||||
Phone: (712) 792-2191 | ||||
Fax: (712) 792-4856 |
ADSFort DodgeCC# 2926
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
MCR | 16-1582 | Medicare (CGS) |
08/20/2008 | |||||
MCD | IA | 0615872 | Medicaid |
|||||
NPI | 1306946900 | NPI |
CC # 2925 | ||||
Iowa Hospice, LLC Tax ID: 20-2589495 | ||||
Iowa Hospice BY HARDEN HEALTHCARE | ||||
1245 1st Southeast Avenue | ||||
Cedar Rapids, IA 52402 Co. Linn | ||||
Phone: (319) 363-0454 | ||||
Fax: | ||||
ADS of Waterloo #2935 |
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
MCR | 16-1578 | Medicare under parent |
Gentiva | Page 4 of 16 | |||
Harden Hospice Locations |
CC # 2922 | ||||
Iowa Hospice, LLC Tax ID: 20-2589495 | ||||
Iowa Hospice BY HARDEN HEALTHCARE | ||||
132 W Broadway | ||||
Council Bluffs, IA 51503-4311 Co. Cass | ||||
Phone: (712) 322-2373 | ||||
Fax: (712) 322-2387 |
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
MCR | 16-1588 | Medicare (CGS) |
05/15/2009 | |||||
MCD | IA | 0615880 | Medicaid |
|||||
NPI | 1992977920 | NPI |
CC # 2926 | ||||
Iowa Hospice, LLC Tax ID: 20-2589495 | ||||
Iowa Hospice BY HARDEN HEALTHCARE | ||||
900 Central Avenue | ||||
Suite 1 | ||||
Fort Dodge, IA 50501 Co. Webster | ||||
Phone: | ||||
Fax: | ||||
ADS of Carroll #2924 |
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
MCR | 16-1582 | Medicare under parent |
CC # 2927 | ||||
Iowa Hospice, LLC Tax ID: 20-2589495 | ||||
Iowa Hospice BY HARDEN HEALTHCARE | ||||
5650 Northwest Johnston Drive | ||||
Suite E | ||||
Johnston, IA 50131-1375 Co. Polk | ||||
Phone: (515) 276-6696 | ||||
Fax: (515) 276-6730 |
ADSOskaloosaCC# 2931
ADSPanoraCC# 2932
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
MCR | 16-1575 | Medicare (CGS) |
08/20/2008 | |||||
MCD | IA | 0615815 | Medicaid |
|||||
NPI | 1821075201 | NPI |
CC # 2928
Iowa Hospice, LLC Tax ID: 20-2589495
Iowa Hospice BY HARDEN HEALTHCARE
2 West Main Street
Marshalltown, IA 50158 Co. Marshall
Phone: (641) 753-6203
Fax:
ADS of Waterloo #2935
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
MCR | 16-1578 | Medicare under parent |
Gentiva | Page 5 of 16 | |||
Harden Hospice Locations |
CC # 2929
Iowa Hospice, LLC Tax ID: 20-2589495
Iowa Hospice BY HARDEN HEALTHCARE
1615 2nd Avenue
Muscatine, IA 52761 Co. Muscatine
Phone: (563) 263-2856
Fax: (563) 263-5908
ADSBurlingtonCC# 2923
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
MCR | 16-1589 | Medicare (CGS) |
08/25/2009 | |||||
MCD | IA | 0610002 | Medicaid |
|||||
NPI | 1093987422 | NPI |
CC # 2930
Iowa Hospice, LLC Tax ID: 20-2589495
Iowa Hospice BY HARDEN HEALTHCARE
18 East Main Street
Suite 2
New Hampton, IA 50659 Co. Chickasaw
Phone: (641) 394-2033
Fax: (641) 394-2996
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
MCR | 16-1590 | Medicare (CGS) |
05/15/2009 | |||||
MCD | IA | 0615900 | Medicaid |
|||||
NPI | 1114188505 | NPI |
CC # 2931
Iowa Hospice, LLC Tax ID: 20-2589495
Iowa Hospice BY HARDEN HEALTHCARE
212 1st Avenue East
Oskaloosa, IA 52577 Co. Mahaska
Phone: (641) 676-1799
Fax:
ADS of Johnston #2927
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
MCR | 16-1575 | Medicare under parent |
CC # 2932
Iowa Hospice, LLC Tax ID: 20-2589495
Iowa Hospice BY HARDEN HEALTHCARE
5399 Chimra Road
Panora, IA 50216-8738 Co. Guthrie
Phone: (641) 755-4114
Fax:
ADS of Johnston #2927
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
MCR | 16-1575 | Medicare under parent |
CC # 2933
Iowa Hospice, LLC Tax ID: 20-2589495
Iowa Hospice BY HARDEN HEALTHCARE
2912 Hamilton Boulevard
Lower B, Suite 105
Sioux City, IA 51104 Co. Woodbury
Phone: (712) 258-3457
Fax: (712) 258-3450
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
MCR | 16-1601 | Medicare (CGS) |
08/31/2012 | |||||
MCD | IA | 610021? | Medicaid |
|||||
NPI | 1982974283 | NPI |
Gentiva | Page 6 of 16 | |||
Harden Hospice Locations |
CC # 2934
Iowa Hospice, LLC Tax ID: 20-2589495
Iowa Hospice BY HARDEN HEALTHCARE
1370 Lake Street
Spirit Lake, IA 51360 Co. Dickinson
Phone: (712) 336-2941
Fax: (712) 336-2591
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
MCR | 16-1586 | Medicare (CGS) |
10/10/2007 | |||||
MCD | IA | 0615860 | Medicaid |
|||||
NPI | 1033381736 | NPI |
CC # 2935
Iowa Hospice, LLC Tax ID: 20-2589495
Iowa Hospice BY HARDEN HEALTHCARE
626 Commercial Street
Waterloo, IA 50701-5416 Co. Black Hawk
Phone: (319) 232-5233
Fax: (319) 232-5751
ADSCedar RapidsCC# 2925
ADSMarshalltownCC# 2928
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
MCR | 16-1578 | Medicare (CGS) |
||||||
MCD | IA | 0615856 | Medicaid |
|||||
NPI | 1801806476 | NPI |
KANSAS
CC # 2936
Hospice Care of Kansas LLC Tax ID: 48-1210207
Harden Hospice KANSAS
1117 Washington Street
Great Bend, KS 67530-4350 Co. Barton
Phone: (620) 792-5034
Fax: (620) 792-5131
ADS of Wichita #2944
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
MCR | 17-1542 | Medicare under parent |
CC # 2937
Hospice Care of Kansas LLC Tax ID: 48-1210207
Harden Hospice KANSAS
125 West 2nd Avenue
Suite C
Hutchinson, KS 67501-5263 Co. Reno
Phone: (620) 664-5757
Fax: (620) 664-6670
ADS of Wichita #2944
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
MCR | 17-1542 | Medicare under parent |
Gentiva | Page 7 of 16 | |||
Harden Hospice Locations |
CC # 2938
Hospice Care of Kansas LLC Tax ID: 48-1210207
Harden Hospice KANSAS
15329 West 95th Street
Lenexa, KS 66219-1262 Co. Johnson
Phone: (913) 599-1125
Fax: (913) 599-3554
ADSTopekaCC# 2943
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
MCR | 17-1553 | Medicare (CGS) |
||||||
MCD | KS | 100342290C | Medicaid |
|||||
NPI | 1326196627 | NPI |
CC # 2939
Hospice Care of Kansas LLC Tax ID: 48-1210207
Harden Hospice KANSAS
117 E. Euclid
McPherson, KS 67460-4301 Co. McPherson
Phone: (620) 254-0891
Fax: (620) 245-9565
ADS of Wichita #2944
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
MCR | 17-1542 | Medicare under parent |
CC # 2940
Hospice Care of Kansas LLC Tax ID: 48-1210207
Harden Hospice KANSAS
301 N. Main St., #196
Newton, KS 67114-3400 Co. Harvey
Phone: (316) 283-2116
Fax: (316) 283-0046
ADS of Wichita #2944
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
MCR | 17-1542 | Medicare under parent |
CC # 2941
Hospice Care of Kansas LLC Tax ID: 48-1210207
Harden Hospice KANSAS
1906 Main Street, #103
Parsons, KS 67357-3392 Co. Labette
Phone: (620) 421-6161
Fax: (620) 423-3072
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
MCR | 17-1556 | Medicare (CGS) |
||||||
MCD | KS | 100342290D | Medicaid |
|||||
NPI | 1609924638 | NPI |
CC # 2942
Hospice Care of Kansas LLC Tax ID: 48-1210207
Harden Hospice KANSAS
200 South Santa Fe Avenue, Suite A
Salina, KS 67401-3963 Co. Saline
Phone: (785) 823-2979
Fax: (785) 493-0597
ADS of Wichita #2944
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
MCR | 17-1542 | Medicare under parent |
Gentiva | Page 8 of 16 | |||
Harden Hospice Locations |
CC # 2943
Hospice Care of Kansas LLC Tax ID: 48-1210207
Harden Hospice KANSAS
2121 Southwest Chelsea Drive
Suite 107
Topeka, KS 66614-1756 Co. Shawnee
Phone: (785) 273-4357
Fax: (785) 723-1541
ADS of Lenexa #2938
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
MCR | 17-1553 | Medicare under parent |
CC # 2944
Hospice Care of Kansas LLC Tax ID: 48-1210207
Harden Hospice KANSAS
2622 West Central Avenue
Suite 501
Wichita, KS 67203-4974 Co. Sedgwick
Phone: (316) 559-2049
Fax: (316) 559-2060
ADSGreat BendCC# 2936
ADSHutchinsonCC# 2937
ADSMcPhersonCC# 2939
ADSNorth NewtonCC# 2940
ADSSalinaCC# 2942
ADSWinfieldCC# 2945
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
MCR | 17-1542 | Medicare (CGS) |
04/28/2003 | |||||
MCD | KS | 100342290A | Medicaid |
|||||
NPI | 1790833382 | NPI |
CC # 2945
Hospice Care of Kansas LLC Tax ID: 48-1210207
Harden Hospice KANSAS
917 Main Street
Winfield, KS 67156-3604 Co. Cowley
Phone: (620) 221-3329
Fax: (620) 221-4438
Branch of Wichita #2944
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
MCR | 17-1542 | Medicare under parent |
MISSOURI
CC # 2946
The American Heartland Hospice Inc. Tax ID: 43-1697602
AmHeart Hospice
821 Valley Creek Drive
Farmington, MO 63640-1970 Co. Saint Francois
Phone: (573) 756-0554
Fax: (573) 756-0496
ADS of Saint Louis #2948
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
MCR | 26-1550 | Medicare under parent |
Gentiva | Page 9 of 16 | |||
Harden Hospice Locations |
CC # 2947
Hospice Care of Kansas LLC Tax ID: 48-1210207
Harden Hospice MISSOURI
4731 South Cochise Drive
Suite 120
Independence, MO 64055-6975 Co. Jackson
Phone: (816) 350-2212
Fax: (816) 285-6083
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
LIC | MO | 190-3HO | State License |
|||||
MCR | 26-1619 | Medicare (CGS) |
||||||
MCD | MO | 826260309 | Medicaid |
|||||
NPI | 1013065317 | NPI |
CC # 2948
The American Heartland Hospice Inc. Tax ID: 43-1697602
AmHeart Hospice
2388 Schuetz Road
Suite C75
Saint Louis, MO 63146-3414 Co. Saint Louis
Phone: (314) 894-8189
Fax: (314) 894-7334
ADSFarmingtonCC# 2946
ADSTroyCC# 2949
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
LIC | MO | 189-3HO | State License |
|||||
MCR | 26-1550 | Medicare (CGS) |
||||||
MCD | MO | 827763301 | Medicaid |
|||||
NPI | 1649265166 | NPI |
CC # 2949
The American Heartland Hospice Inc. Tax ID: 43-1697602
AmHeart Hospice
The Plaza
Suite 16
Troy, MO 63379 Co. Lincoln
Phone: (636) 526-2816
Fax: N/A
ADS of Saint Louis #2948
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
MCR | 26-1550 | Medicare under parent |
Gentiva | Page 10 of 16 | |||
Harden Hospice Locations |
TEXAS
CC # 2950
Girling Health Care, Inc. Tax ID: 74-2115034
Girling Hospice TEXAS BY HARDEN HEALTHCARE
3307 Northland Drive
Suite 240
Austin, TX 78731-4946 Co. Travis
Phone: (512) 349-0402
Fax: (512) 349-0114
ADSBurnetCC# 2954
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
LIC | TX | 011733 | Certified License |
|||||
MCR | 45-1733 | Medicare (CGS) |
||||||
MCD | TX | 001017011 | Medicaid |
|||||
NPI | 1932119567 | NPI |
CC # 2951
American Hospice, Inc. Tax ID: 75-2486047
Girling Hospice TEXAS BY HARDEN HEALTHCARE
2615 Calder Street
Suite 410
Beaumont, TX 77702-1935 Co. Jefferson
Phone: (409) 838-2796
Fax: (409) 838-5203
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
LIC | TX | 014390 | Certified License |
|||||
MCR | 67-1720 | Medicare (Palmetto) |
||||||
MCD | TX | 001021136 | Medicaid |
|||||
NPI | 1376838938 | NPI |
CC # 2952
American Hospice, Inc. Tax ID: 75-2486047
6700 West South Loop
Suite 250
Bellaire, TX 77401-4104 Co. Harris
Phone: (281) 496-5666
Fax: (281) 496-9568
ADSLeague CityCC# 2966
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
LIC | TX | 013631 | Certified License |
|||||
MCR | 45-1686 | Medicare (Palmetto) |
||||||
MCD | TX | 001019182 | Medicaid |
|||||
NPI | 1316971195 | NPI |
Gentiva | Page 11 of 16 | |||
Harden Hospice Locations |
CC # 2953
Girling Health Care, Inc. Tax ID: 74-2115034
Girling Hospice TEXAS BY HARDEN HEALTHCARE
107 South Park Avenue
Suite E
Brownwood, TX 76801-3014 Co. Brown
Phone: (325) 629-8017
Fax: (325) 656-2158
ADSEastlandCC# 2960
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
LIC | TX | 011763 | Certified License |
|||||
MCR | 45-1707 | Medicare (CGS) |
||||||
MCD | TX | 001016986 | Medicaid |
|||||
NPI | 1275543316 | NPI |
CC # 2954
Girling Health Care, Inc. Tax ID: 74-2115034
Girling Hospice TEXAS BY HARDEN HEALTHCARE
1001 South Water Street
Suite B
Burnet, TX 78611-3678 Co. Burnet
Phone: (512) 756-8856
Fax: (512) 856-8331
ADS of Austin #2950
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
MCR | 45-1733 | Medicare under parent |
||||||
BID | NA | Medicare Branch ID Number |
CC # 2955
American Hospice, Inc. Tax ID: 75-2486047
131 South Westmeadow Drive
Suite 300
Cleburne, TX 76033 Co. Johnson
Phone: (817) 551-0945
Fax: (817) 731-3529
ADS of Fort Worth #2962
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
MCR | 45-1704 | Medicare under parent |
||||||
BID | NA | Medicare Branch ID Number |
CC # 2956
Lighthouse Hospice Partners, LLC Tax ID: 35-2190648
Girling Hospice TEXAS BY HARDEN HEALTHCARE
200 River Pointe
Suite 300
Conroe, TX 77304 Co. Montgomery
Phone: (888) 290-7727
Fax: (936) 539-6870
ADS of Tomball #2972
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
MCR | 45-1728 | Medicare under parent |
||||||
BID | NA | Medicare Branch ID Number |
Gentiva | Page 12 of 16 | |||
Harden Hospice Locations |
CC # 2957
Lighthouse Hospice Coastal Bend, LLC Tax ID: 22-3946976
Girling Hospice TEXAS BY HARDEN HEALTHCARE
210 South Carancahua Street
Suite 301
Corpus Christi, TX 78401-3042 Co. Nueces
Phone: (361) 882-4364
Fax: (361) 882-1706
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
LIC | TX | 011168 | Certified License |
|||||
MCR | 67-1580 | Medicare (Palmetto) |
||||||
MCD | TX | 001015384 | Medicaid |
|||||
NPI | 1649321928 | NPI |
CC # 2958
American Hospice, Inc. Tax ID: 75-2486047
Girling Hospice TEXAS BY HARDEN HEALTHCARE
8150 Brookriver Drive
Suite 110
Dallas, TX 75247-7205 Co. Dallas
Phone: (973) 228-2634
Fax: (973) 228-1698
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
LIC | TX | 013676 | Certified License |
|||||
MCR | 45-1584 | Medicare (CGS) |
||||||
MCD | TX | 001019178 | Medicaid |
|||||
NPI | 1336173111 | NPI |
CC # 2959
American Hospice, Inc. Tax ID: 75-2486047
525 North Locust Street
Denton, TX 76201 Co. Denton
Phone: (940) 483-9922
Fax: (940) 566-3252
ADS of Fort Worth #2962
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
MCR | 45-1704 | Medicare under parent |
||||||
BID | NA | Medicare Branch ID Number |
CC # 2960
Girling Health Care, Inc. Tax ID: 74-2115034
Girling Hospice TEXAS BY HARDEN HEALTHCARE
957 East Main Street
Eastland, TX 76448-3014 Co. Eastland
Phone: (254) 629-8017
Fax: (254) 628-8014
ADS of Brownwood Hospice #2953
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
MCR | 45-1707 | Medicare under parent |
||||||
BID | NA | Medicare Branch ID Number |
Gentiva | Page 13 of 16 | |||
Harden Hospice Locations |
CC # 2961
American Hospice, Inc. Tax ID: 75-2486047
Girling Hospice TEXAS BY HARDEN HEALTHCARE
7500 Viscount Boulevard
Suite C60
El Paso, TX 79925-5638 Co. El Paso
Phone: (915) 771-7667
Fax: (915) 771-7696
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
LIC | TX | 014705 | Certified License |
|||||
MCR | 67-1726 | Medicare (Palmetto) |
||||||
MCD | TX | 001021202 | Medicaid |
|||||
NPI | 1861762031 | NPI |
CC # 2962
American Hospice, Inc. Tax ID: 75-2486047
Girling Hospice TEXAS BY HARDEN HEALTHCARE
6421 Camp Bowie Boulevard
Suite 200
Fort Worth, TX 76116-5420 Co. Tarrant
Phone: (817) 551-0945
Fax: (817) 731-3529
ADSCleburneCC# 2955
ADSDentonCC# 2959
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
LIC | TX | 013771 | Certified License |
|||||
MCR | 45-1704 | Medicare (Palmetto) |
||||||
MCD | TX | 001019179 | Medicaid |
|||||
NPI | 1710911599 | NPI |
CC # 2963
Bethany Hospice, LLC Tax ID: 20-2999369
Girling Hospice TEXAS BY HARDEN HEALTHCARE
2913 Williams Drive
Suite 320
Georgetown, TX 78628 Co. Williamson
Phone: (512) 868-0505
Fax: (512) 868-0622
ADS(IPU) Round RockCC# 2969
ADSTempleCC# 2971
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
LIC | TX | 009947 | Certified License |
|||||
MCR | 67-1517 | Medicare (Palmetto) |
||||||
MCD | TX | 001013978 | Medicaid |
|||||
NPI | 1295899284 | NPI |
CC # 2964
ABC Hospice, LLC Tax ID: 20-8716006
Girling Hospice TEXAS BY HARDEN HEALTHCARE
305 Coke Avenue
Suite 140
Hillsboro, TX 76645-2685 Co. Hill
Phone: (817) 299-0907
Fax: (817) 277-4430
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
LIC | TX | 012591 | Certified License |
|||||
MCR | 67-1594 | Medicare (Palmetto) |
||||||
MCD | TX | 001017051 | Medicaid |
|||||
NPI | 1215156021 | NPI |
Gentiva | Page 14 of 16 | |||
Harden Hospice Locations |
CC # 2965
Chaparral Hospice, Inc. Tax ID: 35-2224605
American Hospice
334 North Main Street
Jacksboro, TX 76458 Co. Jack
Phone: (940) 567-5202
Fax: (940) 567-3931
ADSWichita FallsCC# 2973
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
MCR | 45-1770 | Medicare under parent |
||||||
BID | NA | Medicare Branch ID Number |
CC # 2966
American Hospice, Inc. Tax ID: 75-2486047
2525 South Shore Boulevard
Suite 400
League City, TX 77573 Co. Galveston
Phone:
Fax:
ADS of Bellaire Hospice #2952
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
MCR | 45-1686 | Medicare under parent |
||||||
BID | NA | Medicare Branch ID Number |
CC # 2967
American Hospice, Inc. Tax ID: 75-2486047
Girling Hospice TEXAS BY HARDEN HEALTHCARE
210 Park Drive
Suite 102
Livingston, TX 77351-8337 Co. Polk
Phone: (936) 494-0626
Fax: (936) 494-0628
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
LIC | TX | 013607 | Certified License |
|||||
MCR | 67-1609 | Medicare (Palmetto) |
||||||
MCD | TX | 001019180 | Medicaid |
|||||
NPI | 1407047590 | NPI |
CC # 2968
American Hospice, Inc. Tax ID: 75-2486047
Girling Hospice TEXAS BY HARDEN HEALTHCARE
194 Industrial Boulevard
Suite 107
McKinney, TX 75069-7240 Co. Collin
Phone: (972) 548-1871
Fax: (972) 548-1732
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
LIC | TX | 013677 | Certified License |
|||||
MCR | 67-1625 | Medicare (Palmetto) |
||||||
MCD | TX | 001019181 | Medicaid |
|||||
NPI | 1053502146 | NPI |
Gentiva | Page 15 of 16 | |||
Harden Hospice Locations |
CC # 2969
Bethany Hospice, LLC Tax ID: 20-2999369
Girling Hospice TEXAS BY HARDEN HEALTHCARE
100 North College Street
Round Rock, TX 78664 Co. Williamson
Phone: (512) 868-0505
Fax: (512) 868-0622
ADS (IPU) of Georgetown Hospice #2963
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
MCR | 67-1517 | Medicare under parent |
||||||
BID | NA | Medicare Branch ID Number |
CC # 2970
Lighthouse Hospice San Antonio, LLC Tax ID: 87-0798501
Girling Hospice TEXAS BY HARDEN HEALTHCARE
4335 West Piedras Drive
Suite 100
San Antonio, TX 78228-1219 Co. Bexar
Phone: (210) 615-3691
Fax: (210) 615-3665
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
LIC | TX | 011938 | Certified License |
|||||
MCR | 67-1615 | Medicare (Palmetto) |
||||||
MCD | TX | 001017102 | Medicaid |
|||||
NPI | 1013119015 | NPI |
CC # 2971
Bethany Hospice, LLC Tax ID: 20-2999369
Girling Hospice TEXAS BY HARDEN HEALTHCARE
1616 Azalea Drive
Suite 101
Temple, TX 76502 Co. Bell
Phone: (512) 868-0505
Fax: (512) 868-0622
ADS of Georgetown #2963
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
MCR | 67-1517 | Medicare under parent |
||||||
BID | NA | Medicare Branch ID Number |
CC # 2972
Lighthouse Hospice Partners LLC Tax ID: 35-2190648
Girling Hospice TEXAS BY HARDEN HEALTHCARE
715 East Main Street
Suite 100
Tomball, TX 77375-6720 Co. Harris
Phone: (281) 290-7727
Fax: (281) 290-8460
ADSConroeCC# 2956
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
LIC | TX | 013033 | Certified License |
|||||
MCR | 45-1728 | Medicare (Palmetto) |
||||||
MCD | TX | 001017960 | Medicaid |
|||||
NPI | 1609879469 | NPI |
Gentiva | Page 16 of 16 | |||
Harden Hospice Locations |
CC # 2973
Chaparral Hospice, Inc. Tax ID: 35-2224605
American Hospice
4210 Kell Boulevard
Suite 211
Wichita Falls, TX 76309-4821 Co. Wichita
Phone: (940) 692-5555
Fax: (940) 692-5514
ADSJacksboroCC# 2965
TYPE |
ST |
NUMBER |
DESCRIPTION |
EFF DATE | ||||
LIC | TX | 013663 | Certified License |
|||||
MCR | 45-1770 | Medicare (Palmetto) |
||||||
MCD | TX | 001019177 | Medicaid |
|||||
NPI | 1811929888 | NPI |
SCHEDULE 5.26(d)
EXCLUDED ENTITIES
None.
5.26(d)
SCHEDULE 5.26(e)
CORPORATE INTEGRITY AGREEMENTS, SETTLEMENT AGREEMENTS, PLANS OF CORRECTION, ETC.
On May 5, 2008, Odyssey HealthCare, Inc. (Odyssey) received a letter from the DOJ notifying it that it is conducting an investigation of VistaCare and requesting that Odyssey provide certain information and documents related to its investigation of claims submitted by VistaCare to Medicare, Medicaid and TRICARE from January 1, 2003 through March 6, 2008, the date Odyssey completed the acquisition of VistaCare. Odyssey has been informed by the DOJ and the Medicaid Fraud Control Unit of the Texas Attorney Generals Office that they are reviewing allegations that VistaCare may have billed the federal Medicare, Medicaid and TRICARE programs for hospice services that were not reasonably or medically necessary or performed as claimed. The basis of the investigation is a qui tam lawsuit filed in the United States District Court for the Northern District of Texas by a former employee of VistaCare. The lawsuit was unsealed on October 5, 2009 and served on Odyssey on January 28, 2010. In connection with the unsealing of the complaint, the DOJ filed a notice with the court declining to intervene in the qui tam action at this time. The Texas Attorney General also filed a notice of non-intervention with the court. While these actions should not be viewed as a final assessment by the DOJ or the Texas Attorney General of the merits of this qui tam action, Odyssey considers them to be positive developments. Odyssey continues to cooperate with the DOJ and the Texas Attorney General in their investigation. Based on the limited information that it has at this time, Odyssey cannot predict the outcome of the investigation, the DOJs or Texas Attorney Generals views of the issues being investigated, other than the DOJs and Texas Attorney Generals notice declining to intervene in the qui tam action at this time, any actions that the DOJ or Texas Attorney General may take or the impact, if any, that the investigation may have on Odysseys and our business, results of operations, liquidity or capital resources.
On October 28, 2011, the Assistant United States Attorney for the Northern District of Texas notified Odyssey and Gentiva Health Services, Inc. (the Company) of the existence of a second qui tam lawsuit against VistaCare, doing business as VistaCare Hospice, Odyssey Healthcare, and the Company, that had initially been filed on October 29, 2010, in the Northern District of Alabama, but transferred to the Northern District of Texas due to the similarity of allegations with the first qui tam lawsuit. A non-intervention order and unsealing of the second complaint was entered by the District Court for the Northern District of Texas on October 27, 2011. The Company believes this action should not be viewed as a final assessment by the DOJ of the merits of this qui tam action. On February 28, 2012, the court ordered a stay in this qui tam action until the court rules on the pending motion to dismiss in the first qui tam action. The court lifted the stay on July 23, 2012 following the courts entry of an order ruling on the motion to dismiss in the first qui tam action. On October 24, 2012, all defendants moved to dismiss the complaint. In response to that motion, the relators amended their complaint. On December 3, 2012, all defendants moved to dismiss the relators amended complaint. On or about August 30, 2013, the parties filed a stipulated notice of dismissal with prejudice as to all substantive claims against Odyssey and the Company and without prejudice as to VistaCare or the successor in interest claims against Odyssey and the Company in this second qui tam case, which disposed of that case. The United States DOJ consented to the stipulated dismissal on or about September 4, 2013. The Court entered an order granting the stipulated dismissal on September 9, 2013.
5.26(e)
On February 23, 2010, Odyssey received a subpoena from the Department of Health and Human Services, Office of Inspector General (OIG), requesting various documents and certain patient records of one of Odysseys hospice programs relating to services performed from January 1, 2006 through December 31, 2009. Odyssey is cooperating with the OIG and has completed its subpoena production. Based on the limited information that Odyssey has at this time, the Company cannot predict the outcome of the investigation, the OIGs views of the issues being investigated or any actions that the OIG may take.
Odyssey entered into a five-year Corporate Integrity Agreement (CIA) with the Office of Inspector General of the United States Department of Health and Human Services (OIG), which became effective on February 15, 2012, concurrent with the execution of a settlement agreement with the United States, acting through the United States Department of Justice and on behalf of the OIG, that resolved the investigation regarding Odysseys provision of continuous care services prior to the Companys acquisition of Odyssey in August 2010. Although the covered conduct related to services prior to the Companys acquisition of Odyssey, the CIA, for operational and organizational consistency, relates to all of the Companys hospice operations.
Under the CIA, Odyssey must maintain its compliance officer and its compliance committee, which must be chaired by the compliance officer and meet at least quarterly. Odyssey must also provide general and special training for covered persons, which include all employees of Odyssey and certain employees of the Company and members of the Companys Board of Directors. Odyssey must engage an accounting, audit or consulting firm to perform verification and unallowable cost reviews. In addition, Odysseys eligibility review team must review the eligibility of Odysseys Medicare beneficiaries for the hospice services those beneficiaries received and prepare an eligibility review report. In the event that Odyssey changes locations, closes a business unit or location, purchases or establishes a new business unit or location, or sells any or all of its business units or locations, Odyssey must provide the OIG with at least 30 days notice. Odyssey must submit to the OIG annually a report with respect to the status of, and findings regarding, Odysseys compliance activities. Again, although the covered conduct related to services prior to the Companys acquisition of Odyssey, the CIA, for operational and organizational consistency, relates to the Companys entire hospice operations. If Odyssey fails to comply with the terms of the CIA, it will be subject to penalties.
On December 29, 2011, Odyssey was served with a complaint captioned United States of America and the State of Illinois ex rel. Laurie Geschrey and Laurie Janus v. Generations Healthcare, LLC, Odyssey HealthCare, Inc., Narayan Ponakala and Catherine Ponakala, which was filed on April 19, 2010 as a qui tam action in the United States District Court for the Northern District of Illinois, Eastern Division, Case No. 10 C 2413, under the provisions of the Federal False Claims Act, the Illinois Whistleblower Reward and Protection Act and the Illinois Whistleblower Act. The plaintiffs, two former employees of Generations Healthcare, LLC, a hospice company whose assets were acquired by Odyssey on December 31, 2009, are the relators and allege that defendants committed fraud against the United States and the State of Illinois by, among other things, recruiting and certifying patients as being eligible for hospice care when
5.26(e) - 2
they were known not to be eligible and falsifying patients medical records in support of the claims for reimbursement. Relators further allege that Odyssey was aware of Generations Healthcares alleged fraudulent business practices. Both the United States and the State of Illinois declined to intervene in the action, and the complaint was unsealed on December 1, 2011. Relators seek statutory damages, which are three times the amount of any actual damages suffered by the United States and the State of Illinois, the maximum statutory civil penalty due under the statutes plus all costs and attorneys fees. Additionally, relators seek back pay plus interest and other damages because of defendants alleged retaliation against relators.
Odyssey filed a motion to dismiss the complaint against it on March 23, 2012. On August 14, 2012, the Court denied that motion as it related to Odyssey. Plaintiffs filed an amended complaint, which added a new retaliation claim. On October 3, 2012, defendants moved to dismiss the new retaliation claim and answered the remaining claims. The Court denied the second motion to dismiss on March 22, 2013. Discovery between the parties has begun, and the case has been referred to the magistrate judge for supervision of discovery. Odyssey is also pursuing indemnification from Generations Healthcare and its owners, who are defendants in this action. Given the preliminary stage of this action, the Company is unable to assess the probable outcome or potential liability, if any, arising from this action on the business, financial condition, results of operations, liquidity or capital resources of the Company or Odyssey. Odyssey intends to defend itself vigorously in the action.
On July 10, 2013, the Company was served with a qui tam complaint, which had originally been filed on September 8, 2010 by a former employee in Tennessee as relator. The government had declined to intervene in the action. Relator seeks treble damages and civil penalties under the Federal False Claims Act for alleged violations by the Company in presenting false claims for payment and receiving Medicare reimbursement for certain home health services it had provided, as well as damages relating to her alleged retaliatory discharge by the Company. On September 6, 2013, the Company filed a motion to dismiss the action in its entirety, which remains pending.
5.26(e) - 3
SCHEDULE 6.11
REFINANCING INDEBTEDNESS
Debt Obligations:
Credit Agreement, dated August 17, 2010, by and among Gentiva Health services, Inc., Bank of America, N.A. and lenders party thereto, as amended.
6.11
SCHEDULE 6.12(a)
GENTIVA GUARANTORS
Access Home Health of Florida, LLC
Capital Care Resources, LLC
Capital Care Resources of South Carolina, LLC
Capital Health Management Group, LLC
Chattahoochee Valley Home Care Services, LLC
Chattahoochee Valley Home Health, LLC
CHMG Acquisition LLC
CHMG of Atlanta, LLC
CHMG of Griffin, LLC
Eastern Carolina Home Health Agency, LLC
Family Hospice, Ltd.
FHI GP, Inc.
FHI Health Systems, Inc.
FHI LP, Inc.
FHI Management, Ltd.
Gentiva Certified Healthcare Corp.
Gentiva Health Services (Certified), Inc.
Gentiva Health Services Holding Corp.
Gentiva Health Services (USA) LLC
Gentiva Rehab Without Walls, LLC
Gentiva Services of New York, Inc.
Gilberts Home Health Agency, Inc.
Gilberts Hospice Care, LLC
Gilberts Hospice Care of Mississippi, LLC
Healthfield Home Health, LLC
Healthfield Hospice Services, LLC
Healthfield, LLC
Healthfield of Southwest Georgia, LLC
Healthfield of Statesboro, LLC
Healthfield of Tennessee, LLC
Healthfield Operating Group, LLC
Home Health Care Affiliates, Inc.
Home Health Care Affiliates of Central Mississippi, L.L.C.
Home Health Care Affiliates of Mississippi, Inc.
Home Health Care of Carteret County, LLC
Horizon Health Network LLC
Javelin Healthcare Holdings, LLC
Javelin Merger Sub, Inc.
Mid-South Home Care Services, LLC
Mid-South Home Health Agency, LLC
Mid-South Home Health, LLC
Mid-South Home Health of Gadsden, LLC
New York Healthcare Services, Inc.
6.12(a)
Odyssey HealthCare Austin, LLC
Odyssey HealthCare Detroit, LLC
Odyssey HealthCare Fort Worth, LLC
Odyssey HealthCare GP, LLC
Odyssey HealthCare Holding Company
Odyssey HealthCare, Inc.
Odyssey HealthCare LP, LLC
Odyssey HealthCare Management, LP
Odyssey HealthCare of Augusta, LLC
Odyssey HealthCare of Flint, LLC
Odyssey HealthCare of Marion County, LLC
Odyssey HealthCare of Savannah, LLC
Odyssey HealthCare of St. Louis, LLC
Odyssey HealthCare Operating A, LP
Odyssey HealthCare Operating B, LP
OHS Service Corp.
PHHC Acquisition Corp.
QC-Medi New York, Inc.
Quality Care-USA, Inc.
Tar Heel Health Care Services, LLC
Total Care Home Health of Louisburg, LLC
Total Care Home Health of North Carolina, LLC
Total Care Home Health of South Carolina, LLC
Van Winkle Home Health Care, Inc.
VistaCare, LLC
VistaCare of Boston, LLC
VistaCare USA, LLC
Vista Hospice Care, LLC
Wiregrass Hospice Care, LLC
Wiregrass Hospice LLC
Wiregrass Hospice of South Carolina, LLC
6.12(a) - 2 -
SCHEDULE 6.12(b)
HARDEN GUARANTORS
ABC Hospice, LLC
Alpine Home Health Care, LLC
Alpine Home Health II, Inc.
Alpine Home Health, Inc.
Alpine Resource Group, Inc.
American Homecare Management Corp.
American Hospice, Inc.
Asian American Home Care, Inc.
Bethany Hospice, LLC
California Hospice, LLC
Chaparral Hospice, Inc.
Colorado Hospice, L.L.C.
Faith Home Health and Hospice, LLC
Faith in Home Services, L.L.C.
First Home Health, Inc.
Georgia Hospice, LLC
Girling Health Care Services of Knoxville, Inc.
Girling Health Care, Inc.
Harden Clinical Services, LLC
Harden HC Texas Holdco, LLC
Harden Healthcare Holdings, Inc.
Harden Healthcare Services, LLC
Harden Healthcare, LLC
Harden Home Health, LLC
Harden Home Option, LLC
Harden Hospice, LLC
Hawkeye Health Services, Inc.
HomeCare Plus, Inc.
Horizon Health Care Services, Inc.
Hospice Care of Kansas and Missouri, L.L.C.
Hospice Care of Kansas, L.L.C.
Hospice Care of the Midwest, L.L.C.
Iowa Hospice, L.L.C.
Isidoras Health Care Inc.
Lakes Hospice, L.L.C.
Lighthouse Hospice - Coastal Bend, LLC
Lighthouse Hospice - Metroplex, LLC
Lighthouse Hospice - San Antonio, LLC
Lighthouse Hospice Management, LLC
Lighthouse Hospice Partners, LLC
Missouri Home Care of Rolla, Inc.
Nursing Care - Home Health Agency, Inc.
Omega Hospice, LLC
6.12(b)
Saturday Partners, LLC
The American Heartland Hospice Corp.
The Home Option, LLC
The Home Team of Kansas, LLC
Voyager Acquisition, L.P.
Voyager Home Health, Inc.
Voyager HospiceCare, Inc.
We Care Home Health Services, Inc.
6.12(b) - 2 -
SCHEDULE 6.20
POST CLOSING COVENANTS
See attached.
6.20
SCHEDULE 6.20
POST CLOSING COVENANTS
I. Within 90 days after the Closing Date (unless waived or extended by the Administrative Agent in its sole discretion), each applicable Loan Party shall obtain and deliver to the Administrative Agent, to the extent such items have not been delivered as of the Closing Date, a Control Agreement in form and substance reasonably satisfactory to the Administrative Agent, duly authorized, executed and delivered by the parties thereto, with respect to each Deposit Account, Securities Account and Commodity Account maintained by such Loan Party and required to be subject to the Administrative Agents Control pursuant to the Security Agreement.
II. Within 30 days after the Closing Date (unless waived or extended by the Administrative Agent in its sole discretion), the Borrower shall deliver to the Administrative Agent a certificate of a Responsible Officer of the Borrower, to the extent such certificate has not been delivered as of the Closing Date, in form and substance reasonably satisfactory to the Administrative Agent, setting forth each Deposit Account, Securities Account and Commodity Account maintained by the Subsidiaries of Harden (identified on Annex A to this Schedule 6.20) and required to be subject to the Administrative Agents Control pursuant to the Security Agreement.
III. Within 30 days after the Closing Date (unless waived or extended by the Administrative Agent in its sole discretion), each applicable Loan Party shall obtain and deliver to the Administrative Agent, to the extent such items have not been delivered as of the Closing Date, the following terminations of Control Agreements, in form and substance reasonably satisfactory to the Administrative Agent, duly authorized, executed and delivered by the parties thereto:
| Termination of SunTrust Bank Restricted (Non-Blocked) Account Agreement with account number 1000003316246 |
| Termination of SunTrust Robinson Humphrey, Inc. Notification and Control Agreement with account number 333001947 |
| Termination of Bank of America, N.A. Deposit Account Control Agreement with account number 9428379817 |
| Termination of Bank of America, N.A. Deposit Account Control Agreement with account number 385015861797 |
| Termination of Bank of America, N.A. Deposit Account Control Agreement with account number 385015865120 |
| Termination of Bank of America, N.A. Deposit Account Control Agreement with account number 385015863889 |
| Termination of SunTrust Bank Restricted (Non-Blocked) Account Agreement with account number 1000084450534 |
| Termination of Bank of America, N.A. Deposit Account Control Agreement with account number 3851280267 |
| Termination of Bank of America, N.A. Deposit Account Control Agreement with account number 385015861807 |
IV. Within 5 Business Days after the Closing Date (unless waived or extended by the Administrative Agent in its sole discretion), the Borrower shall obtain and deliver to the Administrative Agent, to the extent such items have not been delivered as of the Closing Date the items indicated below with respect to the following Pledged Securities:
Current Legal Entities Owned |
Record Owner |
Certificate No. | No. Shares/Interest | Item to be Delivered | ||||||||
Isidoras Health Care Inc. |
Voyager Home Health, Inc. |
2 | 1,000 | Stock Power | ||||||||
PHHC Acquisition Corp. |
Gentiva Certified Healthcare Corp. |
1 | 100 | Corrected Certificate |
V. Within 7 Business Days after the Closing Date (unless waived or extended by the Administrative Agent in its sole discretion), the Borrower shall obtain and deliver to the Administrative Agent, to the extent such items have not been delivered as of the Closing Date, a HIPAA Business Associate Agreement, in form and substance reasonably satisfactory to the Administrative Agent.
VI. Without giving effect to the benefit of any time periods thereunder, on the Closing Date, promptly after the consummation of the Merger but no later than 3:00 p.m. New York City time on the Closing Date, the Borrower shall deliver or cause to be delivered to the Administrative Agent the agreements and documents (other than Control Agreements, which shall be subject to clause I. above) and shall take or cause to be taken such other actions, in each case, with respect to the Subsidiaries of Harden (identified on Annex A to this Schedule 6.20) in order for such Subsidiaries to become Guarantors on the Closing Date, to cause the Lien created by the Security Agreement to be duly perfected to the extent required by such agreement and otherwise comply with the provisions of Section 6.12(a).
VII. The Loan Parties shall have delivered to the Administrative Agent within 10 days after the Closing Date, certified copies of the lien searches set forth below, none of which encumber the Collateral covered or intended to be covered by the Security Documents, other than Liens permitted by Section 7.01 and any other Liens for which the Administrative Agent shall have received satisfactory evidence that UCC termination statements and all other filings or recordings have been made in the appropriate offices as may be required under applicable law to terminate of record such Liens.
NAME |
JURISDICTION | TYPE OF SEARCH | ||
Harden HC Texas Holdco, LLC |
Texas | Texas U.S. District Court Judgment Search |
ANNEX A
Name of Entity |
Jurisdiction | |
ABC Hospice, LLC | Texas | |
Alpine Home Health Care, LLC | Colorado | |
Alpine Home Health II, Inc. | Colorado | |
Alpine Home Health, Inc. | Mississippi | |
Alpine Resource Group, Inc. | Colorado | |
American Homecare Management Corp. | Delaware | |
American Hospice, Inc. | Texas | |
Asian American Home Care, Inc. | California | |
Bethany Hospice, LLC | Delaware | |
California Hospice, LLC | Texas | |
Chaparral Hospice, Inc. | Texas | |
Colorado Hospice, L.L.C. | Colorado | |
Faith Home Health and Hospice, LLC | Kansas | |
Faith in Home Services, L.L.C. | Kansas | |
First Home Health, Inc. | West Virginia | |
Georgia Hospice, LLC | Texas | |
Girling Health Care Services of Knoxville, Inc. | Tennessee | |
Girling Health Care, Inc. | Texas | |
Harden Clinical Services, LLC | Texas | |
Harden HC Texas Holdco, LLC | Texas | |
Harden Healthcare Services, LLC | Texas | |
Harden Healthcare, LLC | Texas | |
Harden Home Health, LLC | Delaware | |
Harden Home Option, LLC | Texas | |
Harden Hospice, LLC | Texas | |
Hawkeye Health Services, Inc. | Iowa | |
HomeCare Plus, Inc. | Alabama | |
Horizon Health Care Services, Inc. | Texas | |
Hospice Care of Kansas and Missouri, L.L.C. | Missouri | |
Hospice Care of Kansas, L.L.C. | Kansas | |
Hospice Care of the Midwest, L.L.C. | Missouri | |
Iowa Hospice, L.L.C. | Iowa |
Name of Entity |
Jurisdiction | |
Isidoras Health Care Inc. | Texas | |
Lakes Hospice, L.L.C. | Iowa | |
Lighthouse Hospice - Coastal Bend, LLC | Texas | |
Lighthouse Hospice - Metroplex, LLC | Texas | |
Lighthouse Hospice - San Antonio, LLC | Texas | |
Lighthouse Hospice Management, LLC | Texas | |
Lighthouse Hospice Partners, LLC | Texas | |
Missouri Home Care of Rolla, Inc. | Missouri | |
Nursing Care - Home Health Agency, Inc. | West Virginia | |
Omega Hospice, LLC | Alabama | |
Saturday Partners, LLC | Colorado | |
The American Heartland Hospice Corp. | Missouri | |
The Home Option, LLC | Texas | |
The Home Team of Kansas, LLC | Kansas | |
Voyager Acquisition, L.P. | Texas | |
Voyager Home Health, Inc. | Delaware | |
Voyager HospiceCare, Inc. | Delaware | |
We Care Home Health Services, Inc. | Texas |
SCHEDULE 7.02
EXISTING INDEBTEDNESS
Bonds
Bond Number |
Issuing Carrier | Principal | Obligee | Type of Bond |
Bond Amount |
Expiration Date | ||||||
CMS216285 | RLI Insurance Company |
Gentiva Health Services Inc. |
State of Nevada Department of Human Resources, Divison of Aging |
Miscellaneous Indemnity Bonds - All |
$100,000.00 | 1/9/2014 | ||||||
CMS218507 | RLI Insurance Company |
Gentiva Certified Healthcare Corporation dba Gentiva Health Services |
People of the Commonwealth of Massachusetts |
License & Permit |
$12,000.00 | 6/1/2014 | ||||||
CMS227747 | RLI Insurance Company |
Lisa Reed | Arkansas Secretary of State |
Notary and Notary E&O |
$7,500.00 | 12/12/2017 | ||||||
CMS238609 | RLI Insurance Company |
Lynelle Ann Hatlestad |
State of Arizona, Secretary of State |
Notary and Notary E&O |
$5,000.00 | 6/22/2014 | ||||||
CMS238611 | RLI Insurance Company |
Donna M. Van Der Does |
State of Kansas | Notary and Notary E&O |
$7,500.00 | 8/14/2014 | ||||||
CMS238612 | RLI Insurance Company |
Polly G. Gore | Kansas Secretary of State |
Notary and Notary E&O |
$7,500.00 | 7/9/2014 | ||||||
CMS238617 | RLI Insurance Company |
Gentiva Health Services, Inc. |
Southern California Edison |
Utility Deposit Bonds |
$6,100.00 | 11/22/2013 | ||||||
CMS238620 | RLI Insurance Company |
Linda Skaggs | Kansas Secretary of State |
Notary and Notary E&O |
$7,500.00 | 8/13/2016 | ||||||
CMS238622 | RLI Insurance Company |
Frances Joann Williams |
Kansas Secretary of State |
Notary and Notary E&O |
$7,500.00 | 9/1/2016 |
7.02
SCHEDULE 7.04(g)
FUNDAMENTAL CHANGES - SUBSIDIARIES
Subsidiary |
Jurisdiction of Organization | |
RWW Michigan, Inc. |
MI | |
Gentiva Rehab Without Walls, LLC |
DE |
7.04(g)
SCHEDULE 7.05
PERMITTED DISPOSITION ENTITIES
Odyssey HealthCare of South Texas, LLC | 3350 Riverwood Parkway, Suite 1400, Atlanta, GA 30339 |
Delaware | 26-2529581 | |||
Odyssey HealthCare of Kansas City, LLC | 3350 Riverwood Parkway, Suite 1400, Atlanta, GA 30339 |
Delaware | 26-1174455 | |||
Wake Forest Baptist Health Care at Home, LLC | 3350 Riverwood Parkway, Suite 1400, Atlanta, GA 30339 |
North Carolina | 46-2300938 |
7.05
SCHEDULE 7.09
RESTRICTIONS
None.
7.09
SCHEDULE 10.02
ADMINISTRATIVE AGENTS OFFICE; CERTAIN ADDRESSES FOR NOTICES
Borrower:
Gentiva Health Services, Inc.
3350 Riverwood Parkway, Suite 1400
Atlanta, Georgia 30339
Attn: Eric A. Slusser, Chief Financial Officer
Telephone: 770-951-6101
Facsimile: 913-689-6588
Email: Eric.Slusser@gentiva.com
Borrowers Website Address: www.Gentiva.com.
Gentiva Health Services, Inc.
3350 Riverwood Parkway, Suite 1400
Atlanta, Georgia 30339
Attn: John N. Camperlengo, General Counsel
Telephone: 770-951-6387
Facsimile: 913-814-4066
Email: john.camperlengo@gentiva.com
Borrowers Website Address: www.Gentiva.com.
Administrative Agent, Swing Line Lender and L/C Issuer:
Barclays Bank PLC
745 Seventh Avenue, 27th Floor
New York, New York 10019
Attn: Diane F. Rolfe, Director
Telephone: 212-526-1109
Facsimile: 646-250-3678
10.02
EXHIBIT A
FORM OF COMMITTED LOAN NOTICE
Date: ,
To: | Barclays Bank PLC, as Administrative Agent |
Ladies and Gentlemen:
Reference is made to that certain Credit Agreement, dated as of [ ], 2013 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the Agreement; the terms defined therein being used herein as therein defined), among Gentiva Health Services, Inc., a Delaware corporation (the Borrower), the Lenders from time to time party thereto, and Barclays Bank PLC, as Administrative Agent, L/C Issuer and Swing Line Lender.
The undersigned hereby requests (select one):
¨ | A Borrowing of [Revolving Credit][Term] Loans |
¨ | A conversion or continuation of [Revolving Credit][Term] Loans |
1. | Class of Borrowing1 | |
2. |
On (a Business Day). | |
3. |
In the amount of $ | |
4. |
Comprised of | |
[Type of Loan requested] | ||
5. |
For Eurodollar Rate Loans: with an Interest Period of months. |
[The Revolving Credit Borrowing requested herein complies with the proviso to the first sentence of Section 2.01(c) of the Agreement.]2
1 | E.g. Initial Term B Loans, Initial Term C Loans, Revolving Credit Loans, Additional Term B Loans, Additional Term C Loans, Additional Revolving Credit Loans, Other Term Loans, Extended Term Loans, Extended Revolving Credit Loans, or another Class of Loans to be made pursuant to a Term Extension Request or Revolving Credit Extension Request. |
2 | Include this sentence in the case of a Revolving Credit Borrowing. |
Exhibit A
Form of Commited Loan Notice
[The Borrower hereby represents and warrants that the conditions specified in Sections 4.02(a) and (b) of the Agreement shall be satisfied on and as of the date of the applicable Credit Extension.]3
GENTIVA HEALTH SERVICES, INC. | ||||
By: |
| |||
Name: | ||||
Title: |
3 | Do not include this sentence if this Notice is for a conversion of Loans to the other Type or a continuation of Eurodollar Rate Loans. |
Exhibit A
Form of Commited Loan Notice
EXHIBIT B
FORM OF SWING LINE LOAN NOTICE
Date: ,
To: | Barclays Bank PLC, as Swing Line Lender |
Barclays Bank PLC, as Administrative Agent
Ladies and Gentlemen:
Reference is made to that certain Credit Agreement, dated as of [ ], 2013 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the Agreement; the terms defined therein being used herein as therein defined), among Gentiva Health Services, Inc., a Delaware corporation (the Borrower), the Lenders from time to time party thereto, and Barclays Bank PLC, as Administrative Agent, L/C Issuer and Swing Line Lender.
The undersigned hereby requests a Swing Line Loan:
1. | On (a Business Day). | |
2. | In the amount of $ . |
The Swing Line Borrowing requested herein complies with the requirements of the provisos to the first sentence of Section 2.04(a) of the Agreement.
The Borrower hereby represents and warrants that the conditions specified in Sections 4.02(a) and (b) of the Agreement shall be satisfied on and as of the date of the applicable Credit Extension.
GENTIVA HEALTH SERVICES, INC. | ||||
By: |
| |||
Name: | ||||
Title: |
Exhibit B
Form of Swing Line Loan Notice
EXHIBIT C-1
FORM OF TERM NOTE
,
FOR VALUE RECEIVED, the undersigned (the Borrower), hereby promises to pay to or registered assigns (the Lender), in accordance with the provisions of the Agreement (as hereinafter defined), the principal amount of the Term Loan from time to time made by the Lender to the Borrower under that certain Credit Agreement, dated as of [ ], 2013 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the Agreement; the terms defined therein being used herein as therein defined), among the Borrower, the Lenders from time to time party thereto, and Barclays Bank PLC, as Administrative Agent, L/C Issuer and Swing Line Lender.
The Borrower promises to pay interest on the unpaid principal amount of the Term Loan made by the Lender from the date of such Loan until such principal amount is paid in full, at such interest rates and at such times as provided in the Agreement. All payments of principal and interest shall be made to the Administrative Agent for the account of the Lender in Dollars in immediately available funds at the Administrative Agents Office. If any amount is not paid in full when due hereunder, such unpaid amount shall bear interest, to be paid upon demand, from the due date thereof until the date of actual payment (and before as well as after judgment) computed at the per annum rate set forth in the Agreement.
This Term Note is one of the Notes referred to in the Agreement, is entitled to the benefits thereof and may be prepaid in whole or in part subject to the terms and conditions provided therein. This Term Note is also entitled to the benefits of the Guaranty and is secured by the Collateral. Upon the occurrence and continuation of one or more of the Events of Default specified in the Agreement, all amounts then remaining unpaid on this Term Note shall become, or may be declared to be, immediately due and payable all as provided in the Agreement. The Term Loan made by the Lender shall be evidenced by one or more loan accounts or records maintained by the Lender in the ordinary course of business. The Lender may also attach schedules to this Term Note and endorse thereon the date, amount and maturity of its Loans and payments with respect thereto.
The Borrower, for itself, its successors and assigns, hereby waives diligence, presentment, protest and demand and notice of protest, demand, dishonor and non-payment of this Term Note.
Exhibit C-1
Form of Term Note
THIS TERM NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
GENTIVA HEALTH SERVICES, INC. | ||||
By: |
| |||
Name: | ||||
Title: |
Exhibit C-1
Form of Term Note
LOANS AND PAYMENTS WITH RESPECT THERETO
Date | Type of Loan Made |
Amount of Loan Made |
End of Interest Period |
Amount of Principal or Interest Paid This Date |
Outstanding Principal Balance This Date |
Notation Made By | ||||||
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Exhibit C-1
Form of Term Note
EXHIBIT C-2
FORM OF REVOLVING CREDIT NOTE
,
FOR VALUE RECEIVED, the undersigned (the Borrower), hereby promises to pay to or registered assigns (the Lender), in accordance with the provisions of the Agreement (as hereinafter defined), the principal amount of each Revolving Credit Loan from time to time made by the Lender to the Borrower under that certain Credit Agreement, dated as of [ ], 2013 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the Agreement; the terms defined therein being used herein as therein defined), among the Borrower, the Lenders from time to time party thereto, and Barclays Bank PLC, as Administrative Agent, L/C Issuer and Swing Line Lender.
The Borrower promises to pay interest on the unpaid principal amount of each Revolving Credit Loan from the date of such Loan until such principal amount is paid in full, at such interest rates and at such times as provided in the Agreement. Except as otherwise provided in Section 2.04(f) of the Agreement with respect to Swing Line Loans, all payments of principal and interest shall be made to the Administrative Agent for the account of the Lender in Dollars in immediately available funds at the Administrative Agents Office. If any amount is not paid in full when due hereunder, such unpaid amount shall bear interest, to be paid upon demand, from the due date thereof until the date of actual payment (and before as well as after judgment) computed at the per annum rate set forth in the Agreement.
This Revolving Credit Note is one of the Notes referred to in the Agreement, is entitled to the benefits thereof and may be prepaid in whole or in part subject to the terms and conditions provided therein. This Revolving Credit Note is also entitled to the benefits of the Guaranty and is secured by the Collateral. Upon the occurrence and continuation of one or more of the Events of Default specified in the Agreement, all amounts then remaining unpaid on this Revolving Credit Note shall become, or may be declared to be, immediately due and payable all as provided in the Agreement. Revolving Credit Loans made by the Lender shall be evidenced by one or more loan accounts or records maintained by the Lender in the ordinary course of business. The Lender may also attach schedules to this Revolving Credit Note and endorse thereon the date, amount and maturity of its Revolving Credit Loans and payments with respect thereto.
The Borrower, for itself, its successors and assigns, hereby waives diligence, presentment, protest and demand and notice of protest, demand, dishonor and non-payment of this Revolving Credit Note.
Exhibit C-2
Form of Revolving Credit Note
THIS REVOLVING CREDIT NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
GENTIVA HEALTH SERVICES, INC. | ||
By: |
| |
Name: | ||
Title: |
Exhibit C-2
Form of Revolving Credit Note
LOANS AND PAYMENTS WITH RESPECT THERETO
Date | Type of Loan Made |
Amount of Loan Made |
End of Interest Period |
Amount of Principal or Interest Paid This Date |
Outstanding Principal Balance This Date |
Notation Made By | ||||||
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Exhibit C-2
Form of Revolving Credit Note
EXHIBIT D
FORM OF COMPLIANCE CERTIFICATE
Financial Statement Date: ,
To: | Barclays Bank PLC, as Administrative Agent |
Ladies and Gentlemen:
Reference is made to that certain Credit Agreement, dated as of [ ], 2013 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the Agreement; the terms defined therein being used herein as therein defined), among Gentiva Health Services, Inc., a Delaware corporation (the Borrower), the Lenders from time to time party thereto, and Barclays Bank PLC, as Administrative Agent, L/C Issuer and Swing Line Lender.
The undersigned Responsible Officer hereby certifies in his official capacity and not individually as of the date hereof that he/she is the of the Borrower, and that, as such, he/she is authorized to execute and deliver this Compliance Certificate to the Administrative Agent on the behalf of the Borrower, and that:
[Use following paragraph 1 for fiscal year-end financial statements]
1. The Borrower has delivered (i) the year-end audited financial statements required by Section 6.01(a) of the Agreement for the fiscal year of the Borrower ended as of the above date, together with the report and opinion of an independent certified public accountant required by such section and (ii) the consolidating balance sheet of the Borrower and its Subsidiaries as at the end of such fiscal year and the related consolidating statements of income or operations, shareholders equity and cash flows for such fiscal year. Such consolidating statements are fairly stated in all material respects when considered in relation to the consolidated financial statements of the Borrower and its Subsidiaries.
[Use following paragraph 1 for fiscal quarter-end financial statements]
1. The Borrower has delivered the unaudited financial statements required by Section 6.01(b) of the Agreement for the fiscal quarter of the Borrower ended as of the above date. Such consolidated financial statements fairly present in all material respects the financial condition, results of operations and cash flows of the Borrower and its Subsidiaries in accordance with GAAP as at such date and for such period, subject only to normal year-end audit adjustments and the absence of footnotes and such consolidating financial statements are fairly stated in all material respects when considered in relation to the consolidated financial statements of the Borrower and its Subsidiaries.
2. The undersigned has reviewed and is familiar with the terms of the Agreement and has made, or has caused to be made under his/her supervision, a detailed review of the transactions and financial condition of the Borrower during the accounting period covered by such financial statements.
3. A review of the activities of the Borrower during such fiscal period has been made under the supervision of the undersigned with a view to determining whether during such fiscal period the Borrower performed and observed all its Obligations under the Loan Documents, and
Exhibit D
Form of Compliance Certificate
[select one:]
[to the knowledge of the undersigned, during such fiscal period the Borrower performed and observed each covenant and condition of the Loan Documents applicable to it, and no Default has occurred and is continuing.]
or
[to the knowledge of the undersigned, the following covenants or conditions have not been performed or observed and the following is a list of each such Default and its nature and status:]
4. The representations and warranties of the Borrower contained in Article V of the Agreement and all representations and warranties of any Loan Party that are contained in any document furnished at any time under or in connection with the Loan Documents, are true and correct in all material respects (unless otherwise qualified by materiality or the occurrence of a Material Adverse Effect) on and as of the date hereof, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects (unless otherwise qualified by materiality or the occurrence of a Material Adverse Effect) as of such earlier date, and except that for purposes of this Compliance Certificate, the representations and warranties contained in clauses (a) and (b) of Section 5.05 of the Agreement shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01 of the Agreement, including the statements in connection with which this Compliance Certificate is delivered.
5. The financial covenant analyses and information (such information based on the financial statements delivered pursuant to Sections 6.01 (a) and 6.01(b) of the Agreement) set forth on Schedules 1 and 2 attached hereto are true and accurate on and as of the date of this Compliance Certificate.
IN WITNESS WHEREOF, the undersigned has executed this Compliance Certificate as of , .
GENTIVA HEALTH SERVICES, INC. | ||
By: |
| |
Name: | ||
Title: |
Exhibit D
Form of Compliance Certificate
For the Quarter/Year ended , (Statement Date)
SCHEDULE 11
to the Compliance Certificate
($ in 000s)
I. | Section 7.11 Consolidated Leverage Ratio. |
A. | Consolidated EBITDA for Measurement Period ending on above date (Subject Period): | |||||
1. | Consolidated Net Income | $ | ||||
2. | Consolidated Interest Charges | $ | ||||
3. | Provision for income taxes | $ | ||||
4. | Depreciation expenses | $ | ||||
5. | Amortization expenses | $ | ||||
6. | Extraordinary, unusual or non-recurring charges or losses related solely to settlement of litigation in an aggregate amount not to exceed $25,000,000 | $ | ||||
7. | Other extraordinary, unusual or nonrecurring cash charges reducing Consolidated Net Income in an aggregate amount not to exceed $25,000,000 for each Measurement Period beginning after September 30, 2013 | $ | ||||
8. | Any other non-cash charges or losses, including equity based compensation | $ | ||||
9. | Costs associated with the Transaction | $ | ||||
10. | Charges or losses reducing Consolidated Net Income incurred (a) in connection with the closure of certain facilities and branch offices of the Borrower and its Subsidiaries in an aggregate amount not to exceed $10,000,000, and (b) in connection with consolidations of branch offices in an aggregate amount not to exceed $5,000,000 | $ | ||||
11. | Charges or losses reducing Consolidated Net Income in an aggregate amount not to exceed $6,000,000 incurred in connection with the corporate restructuring plan identified as the One Gentiva Initiative | $ |
1 | In the event of any inconsistency between this Exhibit and the Credit Agreement itself, the terms of the Credit Agreement shall govern and control. |
Exhibit D
Form of Compliance Certificate
12. | Cost savings not to exceed $5,000,000 projected by the Borrower in good faith to be realized within 18 months of [the Closing Date], in connection with the corporate restructuring plan identified as the One Gentiva Initiative | $ | ||||
13. | Integration expenses and one-time compensation charges (including stay bonuses and severance expenses) in an aggregate amount not to exceed $5,000,000, in each case, incurred as a result of the consummation of the Merger | $ | ||||
14. | The amount of run rate cost savings projected by the Borrower in good faith to be realized as a result of specified actions taken or to be taken, in either case, within 18 months after the Transaction or the consummation of any other acquisition or disposition which is expected to result in such cost savings, net of the amount of actual benefits realized from such action, during such period; provided that the aggregate amount of such costs savings (x) related to the Transaction shall not exceed $28,000,000 and (y) with respect to any other acquisition or disposition shall not exceed 15% of Consolidated EBITDA (for the applicable Measurement Period) (such determination to be made prior to giving effect to any adjustments pursuant to this clause I.A.14) | $ | ||||
15. | Expenses incurred to the extent covered by indemnification provisions in any agreement in connection with a Permitted Acquisition | $ | ||||
16. | Expenses with respect to liability or casualty events or business interruption, to the extent covered by insurance | $ | ||||
17. | Non-cash purchase accounting adjustment and any writedowns or impairment losses with respect to the valuation of long-lived assets or deferred financing costs to the extent deducted in calculating Consolidated Net Income | $ | ||||
18. | Non-cash losses from joint ventures and non-cash minority interest reductions | $ | ||||
19. | Income tax credits | |||||
20. | Non-cash increases to Consolidated Net Income | $ | ||||
21. | Extraordinary, unusual or non-recurring income or gain increasing Consolidated Net Income | $ | ||||
22. | Consolidated EBITDA (Lines I.A.1 + 2 + 3 + 4 + 5 + 6 + 7 + 8 + 9 + 10 + 11 + 12 + 13 + 14 + 15 + 16 + 17 + 18 - 19 - 20 - 21): | $ | ||||
B. | Consolidated Funded Indebtedness at Statement Date: | $ |
Exhibit D
Form of Compliance Certificate
C. | Consolidated Leverage Ratio (Line B ÷ Line I.A.21): | to 1 |
Four Fiscal Quarters Ending |
Maximum Consolidated Leverage Ratio | |
Closing Date through December 31, 2013 |
6.75 to 1.00 | |
March 31, 2014 |
6.75 to 1.00 | |
June 30, 2014 |
6.75 to 1.00 | |
September 30, 2014 |
6.75 to 1.00 | |
December 31, 2014 |
6.75 to 1.00 | |
March 31, 2015 |
6.75 to 1.00 | |
June 30, 2015 |
6.50 to 1.00 | |
September 30, 2015 |
6.50 to 1.00 | |
December 31, 2015 |
6.50 to 1.00 | |
March 31, 2016 |
6.50 to 1.00 | |
June 30, 2016 |
6.25 to 1.00 | |
September 30, 2016 |
6.25 to 1.00 | |
December 31, 2016 |
6.25 to 1.00 | |
March 31, 2017 |
6.25 to 1.00 | |
June 30, 2017 |
6.00 to 1.00 | |
September 30, 2017 |
6.00 to 1.00 | |
December 31, 2017 |
6.00 to 1.00 | |
March 31, 2018 and each fiscal quarter thereafter |
5.75 to 1.00 |
Exhibit D
Form of Compliance Certificate
For the Quarter/Year ended (Statement Date)
SCHEDULE2
to the Compliance Certificate
($ in 000s)
Consolidated EBITDA
(in accordance with the definition of Consolidated EBITDA
as set forth in the Agreement)
Consolidated EBITDA |
Quarter Ended
|
Quarter Ended
|
Quarter Ended
|
Quarter Ended
|
Twelve Months Ended
| |||||
Consolidated Net Income |
||||||||||
+ Consolidated Interest Charges |
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+ Provision for income taxes |
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+ Depreciation expenses |
||||||||||
+ Amortization expenses |
||||||||||
+ Extraordinary, unusual or non-recurring charges or losses related solely to settlement of litigation in an aggregate amount not to exceed $25,000,000 |
||||||||||
+ Other extraordinary, unusual or nonrecurring cash charges reducing Consolidated Net Income in an aggregate amount not to exceed $25,000,000 for each Measurement Period beginning after September 30, 2013 |
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+ Any other non-cash charges or losses including equity based compensation expenses |
Exhibit D
Form of Compliance Certificate
Consolidated EBITDA |
Quarter Ended
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Quarter Ended
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Quarter Ended
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Quarter Ended
|
Twelve Months Ended
| |||||
+ Costs associated with the Transaction |
||||||||||
+ Charges or losses reducing Consolidated Net Income incurred (a) in connection with the closure of certain facilities and branch offices of the Borrower and its Subsidiaries in an aggregate amount not to exceed $10,000,000, and (b) in connection with consolidations of branch offices in an aggregate amount not to exceed $5,000,000 |
||||||||||
+ Charges or losses reducing Consolidated Net Income in an aggregate amount not to exceed $6,000,000 incurred in connection with the corporate restructuring plan identified as the One Gentiva Initiative |
||||||||||
+ Cost savings not to exceed $5,000,000 projected by the Borrower in good faith to be realized within 18 months of [the Closing Date], in connection with the corporate restructuring plan identified as the One Gentiva Initiative |
Exhibit D
Form of Compliance Certificate
Consolidated EBITDA |
Quarter Ended
|
Quarter Ended
|
Quarter Ended
|
Quarter Ended
|
Twelve Months Ended
| |||||
+ Integration expenses and one-time compensation charges (including stay bonuses and severance expenses) in an aggregate amount not to exceed $5,000,000, in each case, incurred as a result of the consummation of the Merger |
||||||||||
+ The amount of run rate cost savings projected by the Borrower in good faith to be realized as a result of specified actions taken or to be taken, in either case, within 18 months after the Transaction or the consummation of any other acquisition or disposition which is expected to result in such cost savings, net of the amount of actual benefits realized from such action, during such period; provided that the aggregate amount of such costs savings (x) related to the Transaction shall not exceed $28,000,000 and (y) with respect to any other acquisition or disposition shall not exceed 15% of Consolidated EBITDA (for the applicable Measurement Period) (such determination to be made prior to giving effect to any adjustments pursuant to this clause I.A.II) |
Exhibit D
Form of Compliance Certificate
Consolidated EBITDA |
Quarter Ended
|
Quarter Ended
|
Quarter Ended
|
Quarter Ended
|
Twelve Months Ended
| |||||
+ Expenses incurred to the extent covered by indemnification provisions in any agreement in connection with a Permitted Acquisition |
||||||||||
+ Expenses with respect to liability or casualty events or business interruption, to the extent covered by insurance |
||||||||||
+ Non-cash purchase accounting adjustment and any writedowns or impairment losses with respect to the valuation of long-lived assets or deferred financing costs to the extent deducted in calculating Consolidated Net Income |
||||||||||
+ Non-cash losses from joint ventures and non-cash minority interest reductions |
||||||||||
- Income tax credits |
||||||||||
- Non-cash increases to Consolidated Net Income |
||||||||||
- Extraordinary, unusual or non-recurring income or gain increasing Consolidated Net Income |
||||||||||
= Consolidated EBITDA |
Exhibit D
Form of Compliance Certificate
EXHIBIT E-1
ASSIGNMENT AND ASSUMPTION
This Assignment and Assumption (this Assignment and Assumption) is dated as of the Effective Date set forth below and is entered into by and between [the][each] Assignor identified in item 1 below ([the][each, an] Assignor) and [the][each] Assignee identified in item 2 below ([the][each, an] Assignee). [It is understood and agreed that the rights and obligations of [the Assignors][the Assignees] hereunder are several and not joint.] Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (the Credit Agreement), receipt of a copy of which is hereby acknowledged by the Assignee. The Standard 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][each] Assignor hereby irrevocably sells and assigns to [the Assignee][the respective Assignees], and [the][each] Assignee hereby irrevocably purchases and assumes from [the Assignor][the respective Assignors], subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below (i) all of [the Assignors][the respective Assignors] rights and obligations in [its capacity as a Lender][their respective capacities as Lenders] under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of [the Assignor][the respective Assignors] under the respective facilities identified below (including, without limitation, the Letters of Credit and the Swing Line Loans included in such facilities) and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of [the Assignor (in its capacity as a Lender)][the respective Assignors (in their respective capacities as Lenders)] 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 or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned by [the][any] Assignor to [the][any] Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as [the][an] Assigned Interest). Each such sale and assignment is without recourse to [the][any] Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by [the][any] Assignor.
1. | Assignor[s]: |
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2. | Assignee[s]: |
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[for each Assignee, indicate [Affiliate][Approved Fund] of [identify Lender]]
3. | Borrower: | Gentiva Health Services, Inc. |
Exhibit E-1
Assignment and Assumption
4. | Administrative Agent: Barclays Bank PLC, as the administrative agent under the Credit Agreement |
5. | Credit Agreement: Credit Agreement, dated as of [ ], 2013, among Gentiva Health Services, Inc., the Lenders from time to time party thereto, and Barclays Bank PLC, as Administrative Agent, L/C Issuer and Swing Line Lender |
6. | Assigned Interest: |
Assignor[s]1 |
Assignee[s]2 | Facility Assigned3 |
Aggregate Amount of Commitment/Loans for all Lenders4 |
Amount of Commitment/Loans Assigned |
Percentage Assigned of Commitment/ Loans5 |
CUSIP Number | ||||||||||||||
$ | $ | % | ||||||||||||||||||
$ | $ | % | ||||||||||||||||||
$ | $ | % |
[7. | Trade Date: ]6 |
Effective Date: , 20 [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.]
The terms set forth in this Assignment and Assumption are hereby agreed to:
ASSIGNOR | ||||||
[NAME OF ASSIGNOR] |
1 | List each Assignor, as appropriate. |
2 | List each Assignee, as appropriate. |
3 | Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment (e.g. Revolving Credit Commitment, Extended Revolving Credit Commitment, Additional Revolving Credit Commitment, Term B Commitment, Term C Commitment, Other Term Commitment, Additional Term B Commitment, Additional Term C Commitment, etc.). |
4 | Amounts in this column and in the column immediately to the right to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. |
5 | Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. |
6 | To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. |
Exhibit E-1
Assignment and Assumption
By: |
| |
Name: | ||
Title: | ||
ASSIGNEE | ||
[NAME OF ASSIGNEE] | ||
By: |
| |
Name: | ||
Title: |
[Consented to and]7 Accepted: | ||
BARCLAYS BANK PLC, as Administrative Agent | ||
By: |
| |
Name: | ||
Title: | ||
[Consented to:]8 | ||
By: |
| |
Name: | ||
Title: |
7 | To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement. |
8 | To be added only if the consent of the Borrower and/or other parties (e.g. Swing Line Lender, L/C Issuer) is required by the terms of the Credit Agreement. |
Exhibit E-1
Assignment and Assumption
ANNEX 1 TO ASSIGNMENT AND ASSUMPTION
STANDARD TERMS AND CONDITIONS FOR
ASSIGNMENT AND ASSUMPTION
1. Representations and Warranties.
1.1. Assignor. [The][Each] Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of [the][[the relevant] Assigned Interest, (ii) [the][such] 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; and (b) assumes no responsibility with respect to (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 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 or (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.
1.2. Assignee. [The][Each] 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) it meets all requirements of an Eligible Assignee under the Credit Agreement (subject to such consents, if any, as may be required under Section 10.06(b)(iii) of the Credit Agreement), (iii) 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][the relevant] Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it is sophisticated with respect to decisions to acquire assets of the type represented by [the][such] Assigned Interest and either it, or the Person exercising discretion in making its decision to acquire [the][such] Assigned Interest, is experienced in acquiring assets of such type, (v) it has received a copy of the Credit Agreement, together with copies of the most recent financial statements delivered pursuant to Section 6.01 thereof, as applicable, and such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase [the][such] Assigned Interest, on the basis of which it has made such analysis and decision independently and without reliance upon the Administrative Agent or any other Lender, and (vi) if it is a Foreign Lender, attached hereto is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement, duly completed and executed by [the][such] Assignee; and (b) agrees that (i) it will, independently and without reliance upon the Administrative Agent, [the][any] 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 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. From and after the Effective Date, the Administrative Agent shall make all payments in respect of [the][each] Assigned Interest (including payments of principal,
Exhibit E-1
Assignment and Assumption
interest, fees and other amounts) to [the][the relevant] Assignor for amounts which have accrued to but excluding the Effective Date and to [the][the relevant] Assignee for amounts which have accrued from and after the Effective Date.
3. General Provisions.
3.1 In accordance with Section 10.06 of the Credit Agreement, upon execution, delivery and acceptance of this Assignment and Assumption, from and after the Effective Date, [the][any] Assignor shall, to the extent of the Assigned Interest assigned pursuant to this Assignment and Assumption, be released from its obligations under the Credit Agreement (and, in the case that this Assignment and Assumption covers all of [the][any] Assignors rights and obligations under the Credit Agreement, [the][any] Assignor shall cease to be a party to the Credit Agreement but shall continue to be entitled to the benefits of Sections 3.01, 3.04, 3.05 and 10.04 thereof with respect to facts and circumstances occurring prior to the effective date of this assignment).
3.2 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 facsimile or electronic transmission shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption and all of said counterparts taken together shall be deemed to constitute one and the same instrument, governed by, and construed in accordance with, the laws of the State of New York.
Exhibit E-1
Assignment and Assumption
EXHIBIT E-2
FORM OF ADMINISTRATIVE QUESTIONNAIRE
FAX ALONG WITH COMMITMENT LETTER TO: |
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II. Legal Name of Lender of Record for Signature Page:
Signing Credit Agreement |
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Coming in via Assignment |
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III. Type of Lender: |
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(Bank, Asset Manager, Broker/Dealer, CLO/CDO, Finance Company, Hedge Fund, Insurance, Mutual Fund, Pension Fund, Other Regulated Investment Fund, Special Purpose Vehicle, Other please specify) |
IV. Domestic Address: | V. Eurodollar Address: | |
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VI. Contact Information:
Syndicate level information (which may contain material non-public information about the Borrower and its related parties or their respective securities will be made available to the Credit Contact(s). The Credit Contacts identified must be able to receive such information in accordance with his/her institutions compliance procedures and applicable laws, including Federal and State securities laws.
Credit Contact |
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Exhibit E-2
Form of Administrative Questionnaire
Does Secondary Operations Contact need copy of notices? YES NO
Letter of Credit Contact |
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VII. Lenders Letter of Credit and Bankers Acceptance Fed Wire Payment Instructions (if applicable):
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VIII. Lenders Fed Wire Payment Instructions:
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(Attention) |
Exhibit E-2
Form of Administrative Questionnaire
IX. Organizational Structure and Tax Status
Please refer to the withholding tax instructions below and then complete this section accordingly:
Lender Taxpayer Identification Number (TIN): -
Tax Withholding Form Delivered Barclays Bank PLC:
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NONU.S. LENDER INSTITUTIONS
1. Corporations:
If your institution is incorporated outside of the United States for U.S. federal income tax purposes, and is the beneficial owner of the interest and other income it receives, you must complete one of the following three tax forms, as applicable to your institution: a.) Form W-8BEN (Certificate of Foreign Status of Beneficial Owner), b.) Form W-8ECI (Income Effectively Connected to a U.S. Trade or Business), or c.) Form W-8EXP (Certificate of Foreign Government or Governmental Agency).
A U.S. taxpayer identification number is required for any institution submitting a Form W-8 ECI. It is also required on Form W-8BEN for certain institutions claiming the benefits of a tax treaty with the U.S. Please refer to the instructions when completing the form applicable to your institution. In addition, please be advised that U.S. tax regulations do not permit the acceptance of faxed forms. An original tax form must be submitted.
Exhibit E-2
Form of Administrative Questionnaire
2. Flow-Through Entities
If your institution is organized outside the U.S., and is classified for U.S. federal income tax purposes as either a Partnership, Trust, Qualified or Non-Qualified Intermediary, or other non-U.S. flow-through entity, an original Form
W-8IMY (Certificate of Foreign Intermediary, Foreign Flow-Through Entity, or Certain U.S. branches for United States Tax Withholding) must be completed by the intermediary together with a withholding statement. Flow-through entities other than Qualified Intermediaries are required to include tax forms for each of the underlying beneficial owners.
Please refer to the instructions when completing this form. In addition, please be advised that U.S. tax regulations do not permit the acceptance of faxed forms. Original tax form(s) must be submitted.
U.S. LENDER INSTITUTIONS:
If your institution is incorporated or organized within the United States, you must complete and return Form W-9 (Request for Taxpayer Identification Number and Certification). Please be advised that we require an original form W-9.
Pursuant to the language contained in the tax section of the Credit Agreement, the applicable tax form for your institution must be completed and returned on or prior to the date on which your institution becomes a lender under this Credit Agreement. Failure to provide the proper tax form when requested will subject your institution to U.S. tax withholding.
X. Barclays Bank PLC Payment Instructions:
Pay to: | Barclays Bank PLC | |||
ABA # [ | ] | |||
[ | ] | |||
Acct. # [ ] | ||||
Attn: [ | ] | |||
Ref: [ | ] |
Exhibit E-2
Form of Administrative Questionnaire
EXHIBIT F
FORM OF GUARANTY
[see attached]
Exhibit F
Form of Guaranty
EXHIBIT G
FORM OF SECURITY AGREEMENT
[see attached]
Exhibit G
Form of Security Agreement
EXHIBIT H-1
FORM OF PERFECTION CERTIFICATE
[see attached]
Exhibit H-1
Form of Perfection Certificate
PERFECTION CERTIFICATE
Reference is hereby made to (i) that certain Security Agreement dated as of [ ] (the Security Agreement), between Gentiva Health Services, Inc., a Delaware corporation (Borrower), the Guarantors party thereto (collectively, the Guarantors) and the Administrative Agent (as hereinafter defined) and (ii) that certain Credit Agreement dated as of [ ] (the Credit Agreement) among the Borrower, Barclays Bank PLC, as administrative agent (in such capacity, the Administrative Agent) and the lenders from time to time party thereto. Capitalized terms used but not defined herein have the meanings assigned in the Credit Agreement.
The undersigned hereby certify to the Administrative Agent as follows:
1. Names.
(a) The exact legal name of each Loan Party, as such name appears in its respective certificate of incorporation or any other organizational document, is set forth in Schedule 1(a). Each Loan Party is (i) the type of entity disclosed next to its name in Schedule 1(a) and (ii) a registered organization except to the extent disclosed in Schedule 1(a). Also set forth in Schedule 1(a) is the organizational identification number, if any, of each Loan Party that is a registered organization, the Federal Taxpayer Identification Number of each Loan Party and the jurisdiction of formation of each Loan Party.
(b) Set forth in Schedule 1(b) hereto is a list of any other corporate or organizational names each Loan Party has had in the past five years, together with the date of the relevant change.
(c) Set forth in Schedule 1(c) is a list of all other names used by each Loan Party, or any other business or organization to which each Loan Party became the successor by merger, consolidation, acquisition, change in form, nature or jurisdiction of organization or otherwise, on any filings with the Internal Revenue Service at any time within the five years preceding the date hereof. Except as set forth in Schedule 1(c), no Loan Party has changed its jurisdiction of organization at any time during the past four months.
2. Current Locations. The chief executive office of each Loan Party is located at the address set forth in Schedule 2 hereto.
3. Extraordinary Transactions. Except for those purchases, acquisitions and other transactions within the past five years described in Schedule 3 attached hereto, all of the Collateral has been originated by each Loan Party in the ordinary course of business or consists of goods which have been acquired by such Loan Party in the ordinary course of business from a person in the business of selling goods of that kind.
4. File Search Reports. Attached hereto as Schedule 4 is a true and accurate summary of (A) file search reports from the Uniform Commercial Code filing offices, tax and judgment lien searches and bankruptcy searches or equivalent reports or searches (i) in each jurisdiction identified in Section 1(a) or Section 2 with respect to each legal name set forth in Section 1 and (ii) in each jurisdiction described in Schedule 1(c) or Schedule 3 relating to any of the transactions described in Schedule (1)(c) or Schedule 3 with respect to each legal name of the person or entity from which each Loan Party purchased or otherwise acquired any of the Collateral, (B) file search reports from the United States Patent and Trademark
Office (the USPTO) and United States Copyright Office (the USCO) and (C) file search reports from each filing officer in each real estate recording office identified in Schedule 7 with respect to real estate on which Collateral consisting of fixtures is or is to be located. A true copy of each financing statement, including judgment and tax liens, bankruptcy and pending lawsuits or other filing identified in such file search reports has been delivered to the Administrative Agent.
5. UCC Filings. The financing statements (duly authorized by each Loan Party constituting the debtor therein), including the indications of the collateral, attached as Schedule 5 relating to the Security Agreement or the applicable Mortgage, are in the appropriate forms for filing in the filing offices in the jurisdictions identified in Schedule 6 hereof.
6. Schedule of Filings. Attached hereto as Schedule 6 is a schedule of (i) the appropriate filing offices for the financing statements attached hereto as Schedule 5 , (ii) the appropriate filing offices for the filings described in Schedule 11(c), and (iii) any other actions required to create, preserve, protect and perfect the security interests in the Collateral granted to the Administrative Agent pursuant to the Collateral Documents. No other filings or actions are required to create, preserve, protect and perfect the security interests in the Collateral granted to the Administrative Agent pursuant to the Collateral Documents.
7. Real Property. Attached hereto as Schedule 7(a) is a list of all (i) real property owned, all leased real property with annual aggregate base rental payments of $200,000 or greater or otherwise held by each Loan Party located in the United States as of the Closing Date, (ii) real property to be encumbered by a Mortgage and fixture filing, which real property includes all real property owned, leased or otherwise held by each Loan Party as of the Closing Date (such real property, the Mortgaged Property), (iii) common names, addresses and uses of each Mortgaged Property (stating improvements located thereon) and (iv) other information relating thereto required by such Schedule. Except as described in Schedule 7(b) attached hereto: no Loan Party has entered into any leases, subleases, tenancies, franchise agreements, licenses or other occupancy arrangements as owner, lessor, sublessor, licensor, franchisor or grantor with respect to any of the real property described in Schedule 7(a). Attached hereto as Schedule 7(c) is a true copy of the current Water Rights owned or used by any Loan Party in connection with the operation of any Mortgaged Property.
8. [Reserved].
9. Stock Ownership and Other Equity Interests. Attached hereto as Schedule 9(a) is a true and correct list of each of all of the authorized, and the issued and outstanding, stock, partnership interests, limited liability company membership interests or other equity interest owned by a Loan Party and describing the record and beneficial owners of such stock, partnership interests, membership interests or other equity interests setting forth the percentage of such equity interests pledged under the Security Agreement. Also set forth in Schedule 9(b) is each equity investment of any Loan Party in any entity that represents 50% or less of the equity of the entity in which such investment was made setting forth the percentage of such equity interests pledged under the Security Agreement.
10. Instruments and Tangible Chattel Paper. Attached hereto as Schedule 10 is a true and correct list of all promissory notes, instruments (other than checks to be deposited in the ordinary course of business), tangible chattel paper, electronic chattel paper and other evidence of indebtedness held by each Loan Party as of the date hereof, including all intercompany notes between or among any two or more Loan Parties or any of their Subsidiaries, stating if such instruments, chattel paper or other evidence of indebtedness is pledged under the Security Agreement.
11. Intellectual Property. (a) Attached hereto as Schedule 11(a) is a schedule setting forth all of each Loan Partys Patents and Trademarks (each as defined in the Security Agreement) applied for or registered with the USPTO, and all other Patents and Trademarks (each as defined in the Security Agreement), including the name of the registered owner or applicant and the registration, application, or publication number, as applicable, of each Patent or Trademark owned by each Loan Party.
(b) Attached hereto as Schedule 11(b) is a schedule setting forth all of each Loan Partys United States Copyrights (each as defined in the Security Agreement), and all other Copyrights, including the name of the registered owner and the registration number of each Copyright owned by each Loan Party.
(c) Attached hereto as Schedule 11(c) is a schedule setting forth all Patent Licenses, Trademark Licenses and Copyright Licenses, whether or not recorded with the USPTO or USCO, as applicable, including, but not limited to, the relevant signatory parties to each license along with the date of execution thereof and, if applicable, a recordation number or other such evidence of recordation.
(d) Attached hereto as Schedule 11(d) in proper form for filing with the USPTO and USCO are the filings necessary to preserve, protect and perfect the security interests in the United States Trademarks, Trademark Licenses, Patents, Patent Licenses, Copyrights and Copyright Licenses set forth in Schedule 11(a), Schedule 11(b), and Schedule 11(c), including duly signed copies of each of the Patent Security Agreement, Trademark Security Agreement and the Copyright Security Agreement, as applicable on Schedule 11(d).
12. Commercial Tort Claims. Attached hereto as Schedule 12 is a true and correct list of all Commercial Tort Claims (as defined in the Security Agreement) held by each Loan Party, including a brief description thereof and stating if such commercial tort claims are required to be pledged under the Security Agreement.
13. Deposit Accounts, Securities Accounts and Commodity Accounts. Attached hereto as Schedule 13 is a true and complete list of all Deposit Accounts (including those that contain proceeds of Medicaid, Medicare and similar government programs), Securities Accounts and Commodity Accounts (each as defined in the Security Agreement) maintained by each Loan Party, including the name of each institution where each such account is held, the name of each such account, the name of each entity that holds each account, specifying if any such Deposit Account contains proceeds of Medicaid, Medicare or similar government programs and stating if such account is required to be subject to a control agreement pursuant to the Security Agreement and the reason for such account to be excluded from the control agreement requirement.
14. Letter-of-Credit Rights. Attached hereto as Schedule 14 is a true and correct list of all Letters of Credit issued in favor of each Loan Party, as beneficiary thereunder, stating if letter-of-credit rights with respect to such Letters of Credit are required to be subject to a control arrangement pursuant to the Security Agreement.
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15. Insurance. Attached hereto as Schedule 15 is a true and correct list of all insurance policies of the Companies.1
16. Other Collateral. Attached hereto as Schedule 16 is a true and correct list of all of the following types of collateral, if any, owned or held by each Loan Party: (a) all agreements and contracts with any Governmental Authority, and (b) all aircraft and airplanes, stating in each case, if such types of collateral are required to be pledged pursuant to the Security Agreement.
[The Remainder of this Page has been intentionally left blank]
1 | Evidence of flood insurance must be included with respect to each improved Mortgaged Property located in a Special Flood Hazard Area if flood insurance has been made available through the National Flood Insurance Program. |
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IN WITNESS WHEREOF, we have hereunto signed this Perfection Certificate as of this day of , 2013.
GENTIVA HEALTH SERVICES, INC. | ||
By: |
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Name: | ||
Title: | ||
[GUARANTORS] | ||
By: |
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Name: | ||
Title: |
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EXHIBIT H-2
FORM OF PERFECTION CERTIFICATE SUPPLEMENT
[see attached]
Exhibit H-2
Form of Perfection Certificate Supplement
EXHIBIT I
[RESERVED]
Exhibit I
Opinion Matters - Counsel to Company
EXHIBIT J
FORM OF SOLVENCY CERTIFICATE
This Solvency Certificate (this Certificate) is delivered pursuant to Section 4.01(a)(xiii) of the Credit Agreement, dated as of [ ], 2013 (as amended, supplemented, restated, replaced or otherwise modified from time to time, the Credit Agreement), among Gentiva Health Services, Inc., a Delaware corporation (the Borrower), the Lenders from time to time party thereto, and Barclays Bank PLC, as Administrative Agent, L/C Issuer and Swing Line Lender. Capitalized terms used herein without definition have the same meanings as in the Credit Agreement.
I hereby certify on behalf of the Loan Parties as follows:
1. I am the duly qualified and acting chief financial officer of the Borrower and in such capacity am a senior financial officer with responsibility for the management of the financial affairs of the Borrower and the preparation of consolidated financial statements of the Borrower and its Subsidiaries. I acted on behalf of the Borrower in connection with the negotiation and execution of the Credit Agreement, the other Loan Documents and each other document relating to the Transaction. In connection with the following certifications, I have reviewed the financial statements of the Borrower and its Subsidiaries.
2. I have carefully reviewed the contents of this Certificate, and I have conferred with counsel for the Borrower for the purpose of discussing the meaning of its contents and the purpose for which it is to be used. I have made such investigations and inquiries as I have deemed to be reasonably necessary and prudent, and have reviewed the Credit Agreement, the other Loan Documents and each other document relating to the Transaction. I am providing this certificate solely in my capacity as an officer of the Borrower and not individually.
3. The fair value of the assets of the Company (as used herein Company means the Borrower and its Subsidiaries (including the Acquired Business immediately after giving effect to the Transaction) on a consolidated basis) is not as of the date hereof, nor will it be after giving effect to the Transaction, less than the total amount of liabilities, including contingent liabilities, of the Company (it being understood that the amount of contingent liabilities at any time shall be computed as the amount that, in light of all the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability).
4. On the date hereof, before and after giving effect to the Transaction, the present fair salable value of the assets of the Company is greater as of the date hereof than the total amount of liabilities, including contingent liabilities, of the Company (it being understood that the amount of contingent liabilities at any time shall be computed as the amount that, in light of all the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability).
Exhibit J
Form of Solvency Certificate
5. The Company is not incurring, and does not intend to incur, debts or liabilities beyond the Companys ability to pay such debts and liabilities as they mature.
6. The Company is not, and after giving effect to the Transaction will not be, left with property remaining in its hands constituting unreasonably small capital. I understand that unreasonably small capital depends upon the nature of the particular business or businesses conducted or to be conducted, and I have reached my conclusion based on the needs and anticipated needs for capital of the businesses conducted or anticipated to be conducted by the Company in light of the projected financial statements and available credit capacity.
[Signature Page Follows]
Exhibit J
Form of Solvency Certificate
IN WITNESS WHEREOF, I have hereunto set my hand on the date first above written.
GENTIVA HEALTH SERVICES, INC. | ||
By: |
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Name: | ||
Title: |
Exhibit J
Form of Solvency Certificate
EXHIBIT K
[Reserved]
Exhibit K
Form of HIPAA Business Associate Agreement
EXHIBIT L
FORM OF ACCEPTANCE AND PREPAYMENT NOTICE
Date: , 20
To: [Barclays Bank PLC], as Auction Agent
Ladies and Gentlemen:
This Acceptance and Prepayment Notice is delivered to you pursuant to (a) Section 2.05(a)(iv)(D) of that certain Credit Agreement, dated as of [ ], 2013 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the Credit Agreement), among Gentiva Health Services, Inc., a Delaware corporation (the Borrower), the Lenders from time to time party thereto, and Barclays Bank PLC, as Administrative Agent, L/C Issuer and Swing Line Lender and the other parties from time to time party thereto, and (b) that certain Solicited Discounted Prepayment Notice, dated , 20 , from the Borrower (the Solicited Discounted Prepayment Notice). Capitalized terms used herein and not otherwise defined herein shall have the meaning ascribed to such terms in the Credit Agreement.
Pursuant to Section 2.05(a)(iv)(D) of the Credit Agreement, the Borrower hereby irrevocably notifies you that it accepts offers delivered in response to the Solicited Discounted Prepayment Notice having an Offered Discount equal to or greater than [ ]% in respect of the [ ]1 Class of Term Loans (the Acceptable Discount) in an aggregate amount not to exceed the Solicited Discounted Prepayment Amount.
The Borrower expressly agrees that this Acceptance and Prepayment Notice shall be irrevocable and is subject to the provisions of Section 2.05(a)(iv)(D) of the Credit Agreement.
The Borrower hereby represents and warrants to the Auction Agent and each Term Lender of the [ ]2 Class of Term Loans as follows:
1. The Borrower will not use proceeds of Revolving Credit Loans or Swing Line Loans to fund this Discounted Term Loan Prepayment.
2. [At least ten (10) Business Days have passed since the consummation of the most recent Discounted Term Loan Prepayment as a result of a prepayment made by a Borrower on the applicable Discounted Prepayment Effective Date.][At least three (3) Business Days have passed since the date the Borrower was notified that no Term Lender was willing to accept any prepayment of any Term Loan at the Specified Discount, within the Discount Range or at any discount to par value, as applicable, or in the case of Borrower Solicitation of Discounted Prepayment Offers, the date of any Borrowers election not to accept any Solicited Discounted Prepayment Offers made by a Term Lender.]3
1 | List applicable Class(es) of Term Loans (e.g., Initial Term B Loans, Initial Term C Loans, Additional Term B Loans, Additional Term C Loans, Other Term Loans or Extended Term Loans). |
2 | List applicable Class(es) of Term Loans (e.g., Initial Term B Loans, Initial Term C Loans, Additional Term B Loans, Additional Term C Loans, Other Term Loans or Extended Term Loans). |
3 | Insert applicable representation. |
Exhibit L
Form of Acceptance and Prepayment Notice
3. The Borrower does not possess material non-public information (within the meaning of the United States and state securities laws) with respect to Borrower and its Subsidiaries or the securities of any of them that (A) have not been disclosed to the Term Lenders generally (other than Term Lenders who elect not to receive such information) and (B) could reasonably be expected to have a material effect upon or otherwise be material to a Lenders decision to assign Loans.
4. No Default or Event of Default has occurred, is continuing or would result from the transactions contemplated by this notice.
The Borrower acknowledges that the Auction Agent and the relevant Term Lenders are relying on the truth and accuracy of the foregoing representations and warranties in connection with the acceptance of any prepayment made in connection with a Solicited Discounted Prepayment Offer.
The Borrower requests that the Auction Agent promptly notify each Term Lender party to the Credit Agreement of this Acceptance and Prepayment Notice.
[The remainder of this page is intentionally left blank.]
Exhibit L
Form of Acceptance and Prepayment Notice
IN WITNESS WHEREOF, the undersigned has executed this Acceptance and Prepayment Notice as of the date first above written.
GENTIVA HEALTH SERVICES, INC. | ||
By: |
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Name: | ||
Title: |
Exhibit L
Form of Acceptance and Prepayment Notice
EXHIBIT M
FORM OF DISCOUNT RANGE PREPAYMENT NOTICE
Date: , 20
To: [Barclays Bank PLC], as Auction Agent
Ladies and Gentlemen:
This Discount Range Prepayment Notice is delivered to you pursuant to Section 2.05(a)(iv)(C) of that certain Credit Agreement, dated as of [ ], 2013 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the Credit Agreement), among Gentiva Health Services, Inc., a Delaware corporation (the Borrower), the Lenders from time to time party thereto, and Barclays Bank PLC, as Administrative Agent, L/C Issuer and Swing Line Lender and the other parties from time to time party thereto. Capitalized terms used herein and not otherwise defined herein shall have the meaning ascribed to such terms in the Credit Agreement.
Pursuant to Section 2.05(a)(iv)(C) of the Credit Agreement, the Borrower hereby requests that each Term Lender of the [ ]1 Class of Term Loans submit a Discount Range Prepayment Offer. Any Discounted Loan Term Prepayment made in connection with this solicitation shall be subject to the following terms:
1. This Borrower Solicitation of Discount Range Prepayment Offers is extended at the sole discretion of the Borrower to each Term Lender of the [ ]2 Class of Term Loans.
2. The maximum aggregate principal amount of the Discounted Term Loan Prepayment that will be made in connection with this solicitation is $[ ] of the [ ]3 Class of Term Loans (the Discount Range Prepayment Amount).4
3. The Borrower is willing to make Discount Loan Prepayments at a percentage discount to par value greater than or equal to [ ]% but less than or equal to [ ]% of the [ ]5 Class of Term Loans (the Discount Range).
1 | List applicable Class(es) of Term Loans (e.g., Initial Term B Loans, Initial Term C Loans, Additional Term B Loans, Additional Term C Loans, Other Term Loans or Extended Term Loans). |
2 | List applicable Class(es) of Term Loans (e.g., Initial Term B Loans, Initial Term C Loans, Additional Term B Loans, Additional Term C Loans, Other Term Loans or Extended Term Loans). |
3 | List applicable Class(es) of Term Loans (e.g., Initial Term B Loans, Initial Term C Loans, Additional Term B Loans, Additional Term C Loans, Other Term Loans or Extended Term Loans). |
4 | Minimum of $10.0 million and whole increments of $1.0 million. |
5 | List applicable Class(es) of Term Loans (e.g., Initial Term B Loans, Initial Term C Loans, Additional Term B Loans, Additional Term C Loans, Other Term Loans or Extended Term Loans). |
Exhibit M
Form of Discount Range Prepayment Notice
To make an offer in connection with this solicitation, you are required to deliver to the Auction Agent a Discount Range Prepayment Offer by no later than 5:00 p.m., New York time, on the date that is the third Business Day following the date of delivery of this notice pursuant to Section 2.05(a)(iv)(C) of the Credit Agreement.
The Borrower hereby represents and warrants to the Auction Agent and each Term Lender of the [ ]6 Class of Term Loans as follows:
1. The Borrower will not use proceeds of Revolving Credit Loans or Swing Line Loans to fund this Discounted Term Loan Prepayment.
2. [At least ten (10) Business Days have passed since the consummation of the most recent Discounted Term Loan Prepayment as a result of a prepayment made by the Borrower on the applicable Discounted Prepayment Effective Date.][At least three (3) Business Days have passed since the date the Borrower was notified that no Term Lender was willing to accept any prepayment of any Term Loan at the Specified Discount, within the Discount Range or at any discount to par value, as applicable, or in the case of Borrower Solicitation of Discounted Prepayment Offers, the date of the Borrowers election not to accept any Solicited Discounted Prepayment Offers made by a Term Lender.]7
3. The Borrower does not possess material non-public information (within the meaning of the United States and state securities laws) with respect to Borrower and its Subsidiaries or the securities of any of them that (A) have not been disclosed to the Term Lenders generally (other than Term Lenders who elect not to receive such information) and (B) could reasonably be expected to have a material effect upon or otherwise be material to a Lenders decision to assign Loans.
4. No Default or Event of Default has occurred, is continuing or would result from the transactions contemplated by this notice.
The Borrower acknowledges that the Auction Agent and the relevant Term Lenders are relying on the truth and accuracy of the foregoing representations and warranties in connection with any Discount Range Prepayment Offer made in response to this Discount Range Prepayment Notice and the acceptance of any prepayment made in connection with this Discount Range Prepayment Notice.
The Borrower requests that the Auction Agent promptly notify each relevant Term Lender party to the Credit Agreement of this Discount Range Prepayment Notice.
[The remainder of this page is intentionally left blank.]
6 | List applicable Class(es) of Term Loans (e.g., Initial Term B Loans, Initial Term C Loans, Additional Term B Loans, Additional Term C Loans, Other Term Loans or Extended Term Loans). |
7 | Insert applicable representation. |
Exhibit M
Form of Discount Range Prepayment Notice
IN WITNESS WHEREOF, the undersigned has executed this Discount Range Prepayment Notice as of the date first above written.
GENTIVA HEALTH SERVICES, INC. | ||
By: |
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Name: | ||
Title: |
Enclosure: Form of Discount Range Prepayment Offer
Exhibit M
Form of Discount Range Prepayment Notice
EXHIBIT N
FORM OF DISCOUNT RANGE PREPAYMENT OFFER
Date: , 20
To: [Barclays Bank PLC], as Auction Agent
Ladies and Gentlemen:
Reference is made to (a) the Credit Agreement, dated as of [ ], 2013 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the Credit Agreement), among Gentiva Health Services, Inc., a Delaware corporation (the Borrower), the Lenders from time to time party thereto, and Barclays Bank PLC, as Administrative Agent, L/C Issuer and Swing Line Lender and the other parties from time to time party thereto, and (b) the Discount Range Prepayment Notice, dated , 20 , from the Borrower (the Discount Range Prepayment Notice). Capitalized terms used herein and not otherwise defined herein shall have the meaning ascribed to such terms in the Discount Range Prepayment Notice or, to the extent not defined therein, in the Credit Agreement.
The undersigned Term Lender hereby gives you irrevocable notice, pursuant to Section 2.05(a)(iv)(C) of the Credit Agreement, that it is hereby offering to accept a Discounted Term Loan Prepayment on the following terms:
1. This Discount Range Prepayment Offer is available only for prepayment on [ ]1 Class of Term Loans held by the undersigned.
2. The maximum aggregate principal amount of the Discounted Term Loan Prepayment that may be made in connection with this offer shall not exceed (the Submitted Amount):
[ ]2 Class of Term Loans - $[ ]
3. The percentage discount to par value at which such Discounted Term Loan Prepayment may be made is [ ]% in respect of the [ ]3 Class of Term Loans (the Submitted Discount).
1 | List applicable Class(es) of Term Loans (e.g., Initial Term B Loans, Initial Term C Loans, Additional Term B Loans, Additional Term C Loans, Other Term Loans or Extended Term Loans). |
2 | List applicable Class(es) of Term Loans (e.g., Initial Term B Loans, Initial Term C Loans, Additional Term B Loans, Additional Term C Loans, Other Term Loans or Extended Term Loans). |
3 | List applicable Class(es) of Term Loans (e.g., Initial Term B Loans, Initial Term C Loans, Additional Term B Loans, Additional Term C Loans, Other Term Loans or Extended Term Loans). |
Exhibit N
Form of Discount Range Prepayment Offer
The undersigned Lender hereby expressly and irrevocably consents and agrees to a prepayment of its [ ]4 Class of Term Loans indicated above pursuant to Section 2.05(a)(iv)(C) of the Credit Agreement at a price equal to the Applicable Discount and in an aggregate outstanding amount not to exceed the Submitted Amount, as such amount may be reduced in accordance with the Discount Range Proration, if any, and as otherwise determined in accordance with and subject to the requirements of the Credit Agreement.
[The remainder of this page is intentionally left blank.]
4 | List applicable Class(es) of Term Loans (e.g., Initial Term B Loans, Initial Term C Loans, Additional Term B Loans, Additional Term C Loans, Other Term Loans or Extended Term Loans). |
Exhibit N
Form of Discount Range Prepayment Offer
IN WITNESS WHEREOF, the undersigned has executed this Discount Range Prepayment Offer as of the date first above written.
[NAME OF TERM LENDER] | ||||
By: |
| |||
Name: | ||||
Title: |
Exhibit N
Form of Discount Range Prepayment Offer
EXHIBIT O
FORM OF SOLICITED DISCOUNTED PREPAYMENT OFFER
Date: , 20
To: [Barclays Bank PLC], as Auction Agent
Ladies and Gentlemen:
Reference is made to (a) the Credit Agreement, dated as of [ ], 2013 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the Credit Agreement), among Gentiva Health Services, Inc., a Delaware corporation (the Borrower), the Lenders from time to time party thereto, and Barclays Bank PLC, as Administrative Agent, L/C Issuer and Swing Line Lender and the other parties from time to time party thereto, and (b) the Solicited Discounted Prepayment Notice, dated , 20 , from the applicable Borrower (the Solicited Discounted Prepayment Notice). Capitalized terms used herein and not otherwise defined herein shall have the meaning ascribed to such terms in the Solicited Discounted Prepayment Notice or, to the extent not defined therein, in the Credit Agreement.
To accept the offer set forth herein, you must submit an Acceptance and Prepayment Notice by or before no later than 5:00 p.m. New York time on the third Business Day following your receipt of this notice.
The undersigned Term Lender hereby gives you irrevocable notice, pursuant to Section 2.05(a)(iv)(D) of the Credit Agreement, that it is hereby offering to accept a Discounted Term Loan Prepayment on the following terms:
1. This Solicited Discounted Prepayment Offer is available only for prepayment on the of the [ ]1 Class of Term Loans held by the undersigned.
2. The maximum aggregate principal amount of the Discounted Term Loan Prepayment that may be made in connection with this offer shall not exceed (the Offered Amount):
[ ]2 Class of Term Loans - $[ ]
3. The percentage discount to par value at which such Discounted Term Loan Prepayment may be made is [ ]% in respect of the [ ]3 Class of Term Loans (the Offered Discount).
1 | List applicable Class(es) of Term Loans (e.g., Initial Term B Loans, Initial Term C Loans, Additional Term B Loans, Additional Term C Loans, Other Term Loans or Extended Term Loans). |
2 | List applicable Class(es) of Term Loans (e.g., Initial Term B Loans, Initial Term C Loans, Additional Term B Loans, Additional Term C Loans, Other Term Loans or Extended Term Loans). |
3 | List applicable Class(es) of Term Loans (e.g., Initial Term B Loans, Initial Term C Loans, Additional Term B Loans, Additional Term C Loans, Other Term Loans or Extended Term Loans). |
Exhibit O
Form of Solicited Discounted Prepayment Offer
The undersigned Term Lender hereby expressly and irrevocably consents and agrees to a prepayment of its [ ]4 Class of Term Loans pursuant to Section 2.05(a)(iv)(D) of the Credit Agreement at a price equal to the Acceptable Discount and in an aggregate outstanding amount not to exceed such Term Lenders Offered Amount as such amount may be reduced in accordance with the Solicited Discount Proration, if any, and as otherwise determined in accordance with and subject to the requirements of the Credit Agreement.
[The remainder of this page is intentionally left blank.]
4 | List applicable Class(es) of Term Loans (e.g., Initial Term B Loans, Initial Term C Loans, Additional Term B Loans, Additional Term C Loans, Other Term Loans or Extended Term Loans). |
Exhibit O
Form of Solicited Discounted Prepayment Offer
IN WITNESS WHEREOF, the undersigned has executed this Solicited Discounted Prepayment Offer as of the date first above written.
[NAME OF TERM LENDER] | ||
By: |
| |
Name: | ||
Title: |
Exhibit O
Form of Solicited Discounted Prepayment Offer
EXHIBIT P
FORM OF SOLICITED DISCOUNTED PREPAYMENT NOTICE
Date: , 20
To: [Barclays Bank PLC], as Auction Agent
Ladies and Gentlemen:
This Solicited Discounted Prepayment Notice is delivered to you pursuant to Section 2.05(a)(iv)(D) of that certain Credit Agreement, dated as of [ ], 2013 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the Credit Agreement), among Gentiva Health Services, Inc., a Delaware corporation (the Borrower), the Lenders from time to time party thereto, and Barclays Bank, as Administrative Agent, L/C Issuer and Swing Line Lender and the other parties from time to time party thereto. Capitalized terms used herein and not otherwise defined herein shall have the meaning ascribed to such terms in the Credit Agreement.
Pursuant to Section 2.05(a)(iv)(D) of the Credit Agreement, the Borrower hereby requests that each Term Lender of the [ ]1 Class of Term Loans submit a Solicited Discounted Prepayment Offer. Any Discounted Term Loan Prepayment made in connection with this solicitation shall be subject to the following terms:
1. This Borrower Solicitation of Discounted Prepayment Offers is extended at the sole discretion of the Borrower to each Term Lender of the [ ]2 Class of Term Loans.
2. The maximum aggregate amount of the Discounted Term Loan Prepayment that will be made in connection with this solicitation is (the Solicited Discounted Prepayment Amount):3
[ ]4 Class of Term Loans - $[ ]
To make an offer in connection with this solicitation, you are required to deliver to the Auction Agent a Solicited Discounted Prepayment Offer by no later than 5:00 p.m., New York time on the date that is the third Business Day following delivery of this notice pursuant to Section 2.05(a)(iv)(D) of the Credit Agreement.
The Borrower requests that the Auction Agent promptly notify each Term Lender party to the Credit Agreement of this Solicited Discounted Prepayment Notice.
1 | List applicable Class(es) of Term Loans (e.g., Initial Term B Loans, Initial Term C Loans, Additional Term B Loans, Additional Term C Loans, Other Term Loans or Extended Term Loans). |
2 | List applicable Class(es) of Term Loans (e.g., Initial Term B Loans, Initial Term C Loans, Additional Term B Loans, Additional Term C Loans, Other Term Loans or Extended Term Loans). |
3 | Minimum of $10.0 million and whole increments of $1.0 million. |
4 | List applicable Class(es) of Term Loans (e.g., Initial Term B Loans, Initial Term C Loans, Additional Term B Loans, Additional Term C Loans, Other Term Loans or Extended Term Loans). |
Exhibit P
Form of Solicited Discounted Prepayment Offer
IN WITNESS WHEREOF, the undersigned has executed this Solicited Discounted Prepayment Notice as of the date first above written.
GENTIVA HEALTH SERVICES, INC. | ||
By: |
| |
Name: | ||
Title: |
Enclosure: Form of Solicited Discounted Prepayment Offer
Exhibit P
Form of Solicited Discounted Prepayment Offer
EXHIBIT Q
FORM OF SPECIFIED DISCOUNT PREPAYMENT NOTICE
Date: , 20
To: [Barclays Bank PLC], as Auction Agent
Ladies and Gentlemen:
This Specified Discount Prepayment Notice is delivered to you pursuant to Section 2.05(a)(iv)(B) of that certain Credit Agreement, dated as of [ ], 2013 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the Credit Agreement), among Gentiva Health Services, Inc., a Delaware corporation (the Borrower), the Lenders from time to time party thereto, and Barclays Bank PLC, as Administrative Agent, L/C Issuer and Swing Line Lender and the other parties from time to time party thereto. Capitalized terms used herein and not otherwise defined herein shall have the meaning ascribed to such terms in the Credit Agreement.
Pursuant to Section 2.05(a)(iv)(B) of the Credit Agreement, the Borrower hereby offers to make a Discounted Term Loan Prepayment to each Term Lender of the [ ]1 Class of Term Loans on the following terms:
1. This Borrower Offer of Specified Discount Prepayment is available only to each Term Lender of the [ ]2 Class of Term Loans.
2. The aggregate principal amount of the Discounted Term Loan Prepayment that will be made in connection with this offer shall not exceed $[ ] of the [ ]3 Class of Term Loans (the Specified Discount Prepayment Amount).4
3. The percentage discount to par value at which such Discounted Term Loan Prepayment will be made [ ]% in respect of the [ ]5 Class of Term Loans (the Specified Discount).
To accept this offer, you are required to submit to the Auction Agent a Specified Discount Prepayment Response by no later than 5:00 p.m., New York time, on the date that is the third Business Day following the date of delivery of this notice pursuant to Section 2.05(a)(iv)(B) of the Credit Agreement.
1 | List applicable Class(es) of Term Loans (e.g., Initial Term B Loans, Initial Term C Loans, Additional Term B Loans, Additional Term C Loans, Other Term Loans or Extended Term Loans). |
2 | List applicable Class(es) of Term Loans (e.g., Initial Term B Loans, Initial Term C Loans, Additional Term B Loans, Additional Term C Loans, Other Term Loans or Extended Term Loans). |
3 | List applicable Class(es) of Term Loans (e.g., Initial Term B Loans, Initial Term C Loans, Additional Term B Loans, Additional Term C Loans, Other Term Loans or Extended Term Loans). |
4 | Minimum of $10.0 million and whole increments of $1.0 million. |
5 | List applicable Class(es) of Term Loans (e.g., Initial Term B Loans, Initial Term C Loans, Additional Term B Loans, Additional Term C Loans, Other Term Loans or Extended Term Loans). |
Exhibit Q
Form of Specified Discounted Prepayment Notice
The Borrower hereby represents and warrants to the Auction Agent and each Term Lender of the of the [ ]6 Class of Term Loans as follows:
1. The Borrower will not use proceeds of Revolving Credit Loans or Swing Line Loans to fund this Discounted Term Loan Prepayment.
2. [At least ten (10) Business Days have passed since the consummation of the most recent Discounted Term Loan Prepayment as a result of a prepayment made by a Borrower on the applicable Discounted Prepayment Effective Date.][At least three (3) Business Days have passed since the date the Borrower was notified that no Term Lender was willing to accept any prepayment of any Term Loan at the Specified Discount, within the Discount Range or at any discount to par value, as applicable, or in the case of Borrower Solicitation of Discounted Prepayment Offers, the date of the Borrowers election not to accept any Solicited Discounted Prepayment Offers made by a Term Lender.]7
3. The Borrower does not possess material non-public information (within the meaning of the United States and state securities laws) with respect to Borrower and its Subsidiaries or the securities of any of them that (A) have not been disclosed to the Term Lenders generally (other than Term Lenders who elect not to receive such information) and (B) could reasonably be expected to have a material effect upon or otherwise be material to a Lenders decision to assign Loans.
4. No Default or Event of Default has occurred, is continuing or would result from the transactions contemplated by this notice.
The Borrower acknowledges that the Auction Agent and the relevant Term Lenders are relying on the truth and accuracy of the foregoing representations and warranties in connection with their decision whether or not to accept the offer set forth in this Specified Discount Prepayment Notice and the acceptance of any prepayment made in connection with this Specified Discount Prepayment Notice.
The Borrower requests that the Auction Agent promptly notify each relevant Term Lender party to the Credit Agreement of this Specified Discount Prepayment Notice.
[The remainder of this page is intentionally left blank.]
6 | List applicable Class(es) of Term Loans (e.g., Initial Term B Loans, Initial Term C Loans, Additional Term B Loans, Additional Term C Loans, Other Term Loans or Extended Term Loans). |
7 | Insert applicable representation. |
Exhibit Q
Form of Specified Discounted Prepayment Notice
IN WITNESS WHEREOF, the undersigned has executed this Specified Discount Prepayment Notice as of the date first above written.
GENTIVA HEALTH SERVICES, INC. | ||
By: |
| |
Name: | ||
Title: |
Enclosure: Form of Specified Discount Prepayment Response
Exhibit Q
Form of Specified Discounted Prepayment Notice
EXHIBIT R
FORM OF SPECIFIED DISCOUNT PREPAYMENT RESPONSE
Date: , 20
To: [Barclays Bank PLC], as Auction Agent
Ladies and Gentlemen:
Reference is made to (a) the Credit Agreement, dated as of [ ] 17, 2013 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the Credit Agreement), among Gentiva Health Services, Inc., a Delaware corporation (the Borrower), the Lenders from time to time party thereto, and Barclays Bank PLC, as Administrative Agent, L/C Issuer and Swing Line Lender and the other parties from time to time party thereto, and (b) the Specified Discount Prepayment Notice, dated , 20 , from the Borrower (the Specified Discount Prepayment Notice). Capitalized terms used herein and not otherwise defined herein shall have the meaning ascribed to such terms in the Specified Discount Prepayment Notice or, to the extent not defined therein, in the Credit Agreement.
The undersigned Term Lender hereby gives you irrevocable notice, pursuant to Section 2.05(a)(iv)(B) of the Credit Agreement, that it is willing to accept a prepayment of the following [ ]1Class of Term Loans - $[ ] held by such Term Lender at the Specified Discount in an aggregate outstanding amount as follows:
[ ]2 Class of Term Loans - $[ ]
The undersigned Term Lender hereby expressly and irrevocably consents and agrees to a prepayment of its [ ]3 Class of Term Loans pursuant to Section 2.05(a)(iv)(B) of the Credit Agreement at a price equal to the [applicable] Specified Discount in the aggregate outstanding amount not to exceed the amount set forth above, as such amount may be reduced in accordance with the Specified Discount Proration, and as otherwise determined in accordance with and subject to the requirements of the Credit Agreement.
[The remainder of this page is intentionally left blank.]
1 | List applicable Class(es) of Term Loans (e.g., Initial Term B Loans, Initial Term C Loans, Additional Term B Loans, Additional Term C Loans, Other Term Loans or Extended Term Loans). |
2 | List applicable Class(es) of Term Loans (e.g., Initial Term B Loans, Initial Term C Loans, Additional Term B Loans, Additional Term C Loans, Other Term Loans or Extended Term Loans). |
3 | List applicable Class(es) of Term Loans (e.g., Initial Term B Loans, Initial Term C Loans, Additional Term B Loans, Additional Term C Loans, Other Term Loans or Extended Term Loans). |
Exhibit R
Form of Solicited Discounted Prepayment Response
IN WITNESS WHEREOF, the undersigned has executed this Specified Discount Prepayment Response as of the date first above written.
[NAME OF TERM LENDER] | ||
By: |
| |
Name: | ||
Title: |
Exhibit R
Form of Solicited Discounted Prepayment Response
EXHIBIT S
FORM OF UNITED STATES TAX COMPLIANCE CERTIFICATE
Exhibit S
Form of United States Tax Compliance Certificate
EXHIBIT -1
FORM OF UNITED STATES TAX COMPLIANCE CERTIFICATE
(For Foreign Lenders That Are Not Treated As Partnerships For
U.S. Federal Income Tax Purposes)
Reference is made to the Credit Agreement dated as of [ ], 2013 (as amended, supplemented or otherwise modified from time to time) (the Credit Agreement), among Gentiva Health Services, Inc., a Delaware corporation (the Borrower), each lender from time to time party thereto (collectively, the Lenders), and Barclays Bank PLC, as Administrative Agent. Capitalized terms used but not otherwise defined herein shall have the meanings assigned to them in the Credit Agreement.
Pursuant to the provisions of Section 3.01(e) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code, (iv) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code, and (v) no payments in connection with any Loan Document are effectively connected with the undersigneds conduct of a U.S. trade or business.
The undersigned has furnished the Administrative Agent with a certificate of its non-U.S. person status on IRS Form W-8BEN. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent in writing and (2) the undersigned shall furnish the Borrower and the Administrative Agent a properly completed and currently effective certificate in either the calendar year in which payment is to be made by the Borrower or the Administrative Agent to the undersigned, or in either of the two calendar years preceding each such payment.
[Signature Page Follows]
[Foreign Lender] | ||||
By: |
| |||
Name: | ||||
Title: | ||||
[Address] |
Dated: , 20[ ]
EXHIBIT -2
FORM OF UNITED STATES TAX COMPLIANCE CERTIFICATE
(For Foreign Lenders That Are Treated As Partnerships For
U.S. Federal Income Tax Purposes)
Reference is made to the Credit Agreement dated as of [ ], 2013 (as amended, supplemented or otherwise modified from time to time) (the Credit Agreement), among Gentiva Health Services, Inc., a Delaware corporation (the Borrower), each lender from time to time party thereto (collectively, the Lenders), and Barclays Bank PLC, as Administrative Agent. Capitalized terms used but not otherwise defined herein shall have the meanings assigned to them in the Credit Agreement.
Pursuant to the provisions of 3.01(e) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) its partners/members are the sole beneficial owners of such Loan(s) (as well as any Note(s) evidencing such Loan(s)), (iii) neither the undersigned nor any of its partners/members is a bank within the meaning of Section 881(c)(3)(A) of the Code, (iv) none of its partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code, (v) none of its partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code, and (vi) no payments in connection with any Loan Document are effectively connected with the undersigneds or its partners/members conduct of a U.S. trade or business.
The undersigned has furnished the Administrative Agent and the Borrower with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or (ii) and IRS Form W-8IMY accompanied by an IRS Form W-8BEN from each of such partners/members beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent in writing and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding each such payment.
[Signature Page Follows]
[Foreign Lender] | ||||
By: |
| |||
Name: | ||||
Title: | ||||
[Address] |
Dated: , 20[ ]
EXHIBIT -3
FORM OF UNITED STATES TAX COMPLIANCE CERTIFICATE
(For Foreign Participants That Are Not Treated As Partnerships For
U.S. Federal Income Tax Purposes)
Reference is made to the Credit Agreement dated as of [ ], 2013 (as amended, supplemented or otherwise modified from time to time) (the Credit Agreement), among Gentiva Health Services, Inc., a Delaware corporation (the Borrower), each lender from time to time party thereto (collectively, the Lenders), and Barclays Bank PLC, as Administrative Agent. Capitalized terms used but not otherwise defined herein shall have the meanings assigned to them in the Credit Agreement.
Pursuant to the provisions of Section 3.01(e) and Section 10.06(d) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the participation in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code, (iv) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code, and (v) no payments in connection with any Loan Document are effectively connected with the undersigneds conduct of a U.S. trade or business.
The undersigned has furnished its participating Lender with a certificate of its non-U.S. person status on IRS Form W-8BEN. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender in writing and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding each such payment.
[Signature Page Follows]
[Foreign Participant] | ||||
By: |
| |||
Name: | ||||
Title: | ||||
[Address] |
Dated: , 20[ ]
EXHIBIT -4
FORM OF UNITED STATES TAX COMPLIANCE CERTIFICATE
(For Foreign Participants That Are Treated As Partnerships For
U.S. Federal Income Tax Purposes)
Reference is made to the Credit Agreement dated as of [ ], 2013 (as amended, supplemented or otherwise modified from time to time) (the Credit Agreement), among Gentiva Health Services, Inc., a Delaware corporation (the Borrower), each lender from time to time party thereto (collectively, the Lenders), and Barclays Bank PLC, as Administrative Agent. Capitalized terms used but not otherwise defined herein shall have the meanings assigned to them in the Credit Agreement.
Pursuant to the provisions of Section 3.01(e) and Section 10.06(d) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the participation in respect of which it is providing this certificate, (ii) its partners/members are the sole beneficial owners of such participation, (iii) neither the undersigned nor any of its partners/members is a bank within the meaning of Section 881(c)(3)(A) of the Code, (iv) none of its partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code, (v) none of its partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code, and (vi) no payments in connection with any Loan Document are effectively connected with the undersigneds or its partners/members conduct of a U.S. trade or business.
The undersigned has furnished its participating Lender with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or (ii) and IRS Form W-8IMY accompanied by an IRS Form W-8BEN from each of such partners/members beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender in writing and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding each such payment.
[Signature Page Follows]
[Foreign Participant] | ||||
By: |
| |||
Name: | ||||
Title: | ||||
[Address] |
Dated: , 20[ ]
Exhibit 10.3
Execution Version
GUARANTY
GUARANTY AGREEMENT (this Guaranty), dated as of October 18, 2013, by and among the Persons listed on the signature pages hereof under the caption Guarantors, any additional Persons that may become Guarantors hereunder pursuant to a duly executed joinder agreement in the form attached as Exhibit A hereto (each an Additional Guarantor, collectively, the Additional Guarantors and together with the Guarantors as of the date hereof, the Guarantors and each, a Guarantor) and Barclays Bank PLC, as administrative agent (in such capacity, the Administrative Agent) for the Secured Parties (as defined in the Credit Agreement referred to below).
Reference is made to that certain Credit Agreement, dated as of October 18, 2013 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the Credit Agreement), by and among Gentiva Health Services, Inc. a Delaware corporation (the Borrower), each lender from time to time party thereto (collectively, the Lenders and individually, a Lender) and Barclays Bank PLC, as Administrative Agent, Swing Line Lender and L/C Issuer. Capitalized terms used and not defined herein (including, without limitation, the term Obligations, as used in Section 1 and elsewhere herein) are used with the meanings assigned to such terms in the Credit Agreement.
The Lenders have agreed to make Loans to the Borrower, and the L/C Issuer has agreed to issue Letters of Credit for the account of the Borrower or its Subsidiaries, in each case pursuant to, and upon the terms and subject to the conditions specified in, the Credit Agreement. Each Guarantor is a Subsidiary of the Borrower and acknowledges that it has derived and will derive substantial benefit from the making of the Loans by the Lenders to the Borrower and the issuance of the Letters of Credit by the L/C Issuer for the account of the Borrower or its Subsidiaries. As consideration therefor and in order to induce the Lenders to make Loans and the L/C Issuer to issue Letters of Credit, each Guarantor is willing to execute this Guaranty.
Accordingly, the parties hereto agree as follows:
SECTION 1. Guaranty. Each Guarantor hereby absolutely and unconditionally, jointly and severally, guarantees, as a guaranty of payment and performance and not merely as a guaranty of collection, prompt payment when due, whether at stated maturity, by required prepayment, upon acceleration, demand or otherwise, and at all times thereafter, of any and all of the Obligations, whether for principal, interest, premiums, fees, indemnities, damages, costs, expenses or otherwise, of the Borrower to the Secured Parties, and whether arising hereunder or under any other Loan Document, any Secured Cash Management Agreement or any Secured Hedge Agreement (including all renewals, extensions, amendments and other modifications thereof and all reasonable and documented costs, attorneys fees and expenses incurred by the Secured Parties in connection with the collection or enforcement thereof (but limited to one firm of counsel for all Secured Parties, taken as a whole, and if necessary, one firm of local counsel in each applicable jurisdiction (which may include one firm of special counsel acting in multiple jurisdictions) and, solely in the case of an actual or perceived conflict of interest, one additional counsel in each applicable material jurisdiction to the affected Persons)). The Register showing the amount of the Obligations shall be admissible in evidence in any action or proceeding, and
shall be binding upon each Guarantor, and conclusive (absent manifest error) for the purpose of establishing the amount of the Obligations. This Guaranty shall not be affected by the genuineness, validity, regularity or enforceability of the Obligations or any instrument or agreement evidencing any Obligations, or by the existence, validity, enforceability, perfection, non-perfection or extent of any collateral therefor, or by any fact or circumstance relating to the Obligations which might otherwise constitute a defense to the obligations of the Guarantors under this Guaranty, and each Guarantor hereby irrevocably waives any defenses (other than the defense of payment and the benefit of any statute of limitations) it may now have or hereafter acquire in any way relating to any or all of the foregoing. It is agreed that the occurrence of any one or more of the following shall not alter or impair the liability of the Guarantors hereunder which shall remain absolute and unconditional under any and all circumstances as described above:
(a) at any time or from time to time, without notice to the Guarantors, the time for any performance of or compliance with any of the Obligations shall be extended, or such performance or compliance shall be waived;
(b) any of the acts mentioned in any of the provisions of the Loan Documents, if any, or any other agreement or instrument referred to herein or therein shall be done or omitted;
(c) the maturity of any of the Obligations shall be accelerated, or any of the Obligations shall be amended in any respect, or any right under the Loan Documents or any other agreement or instrument referred to herein or therein shall be amended or waived in any respect or any other guarantee of any of the Obligations or any security therefor shall be released or exchanged in whole or in part or otherwise dealt with;
(d) any Lien or security interest granted to, or in favor of, the L/C Issuer or any Lender or the Administrative Agent as security for any of the Obligations shall fail to be perfected; or
(e) the release of any other Guarantor.
This Guaranty shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to any right of offset with respect to the Obligations at any time or from time to time held by Secured Parties, and the obligations and liabilities of the Guarantors hereunder shall not be conditioned or contingent upon the pursuit by the Secured Parties or any other person at any time of any right or remedy against the Borrower or against any other person which may be or become liable in respect of all or any part of the Obligations or against any collateral security or guarantee therefor or right of offset with respect thereto. This Guaranty shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Guarantors and the successors and permitted assigns thereof, and shall inure to the benefit of the Secured Parties, and their respective successors and permitted assigns, notwithstanding that from time to time during the term of this Guaranty there may be no Obligations (other than unmatured contingent indemnification obligations) outstanding.
SECTION 2. Remedies. The Guarantors, jointly and severally, agree that, as between the Guarantors and the Lenders, the Obligations, if any, may be declared to be forthwith
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due and payable (and shall be deemed to have become automatically due and payable in the circumstances provided in Section 8.01 of the Credit Agreement) for purposes of Section 1, notwithstanding any stay, injunction or other prohibition preventing such declaration (or such obligations from becoming automatically due and payable) as against the Borrower and that, in the event of such declaration (or such obligations being deemed to have become automatically due and payable), such obligations (whether or not due and payable by the Borrower) shall forthwith become due and payable by the Guarantors for purposes of Section 1.
SECTION 3. Instrument for the Payment of Money. Each Guarantor hereby acknowledges that this Guaranty constitutes an instrument for the payment of money, and consents and agrees that any Lender or the Administrative Agent, at its sole option, in the event of a dispute by such Guarantor in the payment of any moneys due hereunder, shall have the right to bring a motion-action under New York CPLR Section 3213.
SECTION 4. Rights of Lenders. Each Guarantor consents and agrees that the Secured Parties may, at any time and from time to time, without notice or demand, and without affecting the enforceability or continuing effectiveness hereof: (a) amend, extend, renew, compromise, discharge, accelerate or otherwise change the time for payment or the terms of the Obligations or any part thereof; (b) take, hold, exchange, enforce, waive, release, fail to perfect, sell, or otherwise dispose of any security for the payment of this Guaranty or any Obligations; (c) apply such security and direct the order or manner of sale thereof as the Administrative Agent, the L/C Issuer and the Lenders in their sole discretion may determine; and (d) release or substitute one or more of any endorsers or other guarantors of any of the Obligations. Without limiting the generality of the foregoing, each Guarantor consents to the taking of, or failure to take, any action which might in any manner or to any extent vary the risks of the Guarantors under this Guaranty or which, but for this provision, might operate as a discharge of the Guarantors.
SECTION 5. Waiver. To the fullest extent permitted by applicable law, each Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Obligations. Each Guarantor waives any and all notice of the creation, renewal, extension, waiver, termination or accrual of any of the Obligations and notice of or proof of reliance by any Secured Party upon this Guaranty or acceptance of this Guaranty, and the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred in reliance upon this Guaranty, and all dealings between the Borrower and the Secured Parties shall likewise be conclusively presumed to have been had or consummated in reliance upon this Guaranty. To the fullest extent permitted by applicable law, the Guaranty of each Guarantor hereunder shall not be affected by (a) the failure of any Loan Party to assert any claim or demand or to enforce or exercise any right or remedy against the Borrower or any Guarantor under the provisions of the Credit Agreement, any other Loan Document or otherwise; (b) any extension, renewal or increase of or in any of the Obligations; (c) any rescission, waiver, amendment or modification of, or any release from, any of the terms or provisions of this Guaranty, the Credit Agreement, any other Loan Document, any guarantee or any other agreement or instrument, including with respect to any Guarantor under the Loan Documents; (d) the release of (or the failure to perfect a security interest in) any of the security held by or on behalf of the
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Administrative Agent or any other Secured Party; or (e) the failure or delay of any Secured Party to exercise any right or remedy against the Borrower or any Guarantor of the Obligations. Each Guarantor waives (a) any defense arising by reason of any disability or other defense of the Borrower or any other guarantor, or the cessation from any cause whatsoever (including any act or omission of any Secured Party) of the liability of the Borrower; (b) any defense based on any claim that such Guarantors obligations exceed or are more burdensome than those of the Borrower; (c) any right to proceed against the Borrower, proceed against or exhaust any security for the Obligations, or pursue any other remedy in the power of any Secured Party whatsoever; (d) any benefit of and any right to participate in any security now or hereafter held by any Secured Party; and (e) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by applicable law limiting the liability of or exonerating guarantors or sureties.
SECTION 6. Security. Each Guarantor authorizes the Administrative Agent to (a) take and hold security for the payment of this Guaranty and the Obligations and exchange, enforce, waive and release any such security pursuant to the terms of any other Loan Documents; (b) apply such security and direct the order or manner of sale thereof as it in its sole discretion may determine subject to the terms of any other Loan Documents; and (c) release or substitute any one or more endorsees, other Guarantors or other obligors pursuant to the terms of any other Loan Documents. In no event shall this Section 6 require any Guarantor to grant security, except as required by the terms of the Loan Documents.
SECTION 7. Guaranty of Payment. Each Guarantor further agrees that its guarantee constitutes a guarantee of payment when due and not of collection, and, to the fullest extent permitted by applicable law, waives any right to require that any resort be had by the Administrative Agent or any other Secured Party to any of the security held for payment of the Obligations or to any balance of any deposit account or credit on the books of the Administrative Agent or any other Secured Party in favor of the Borrower or any other person. This Guaranty is a continuing guarantee of payment, and shall apply to all Obligations whenever arising.
SECTION 8. No Discharge or Diminishment of Guaranty. To the fullest extent permitted by applicable law and except as otherwise expressly provided in this Guaranty, the Obligations of each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason (other than (a) the payment in full in cash of the principal of and interest accrued on the Obligations (other than the aggregate Outstanding Amount of all L/C Obligations), (b) the payment in full in cash of all fees, expenses and other amounts due and payable which constituted Obligations (other than the aggregate Outstanding Amount of all L/C Obligations), (c) the Commitments having expired or irrevocably been terminated and (d) the aggregate Outstanding Amount of all L/C Obligations having been Cash Collateralized (clauses (a) through (d) collectively, Full Satisfaction of the Obligations)), including any claim of waiver, release, surrender, alteration or compromise of any of the Obligations (other than contingent liabilities that are not yet due and payable), and shall not be subject to any defense (other than a defense of payment and the benefit of any statute of limitations) or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of the Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Guarantor hereunder shall, to the fullest extent permitted by applicable law, not be discharged or impaired or otherwise affected by the failure of the Administrative Agent or any other
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Secured Party to assert any claim or demand or to enforce any remedy under the Credit Agreement, any other Loan Document, any guarantee or any other agreement or instrument, by any amendment, waiver or modification of any provision of the Credit Agreement or any other Loan Document or other agreement or instrument, by any default, failure or delay, willful or otherwise, in the performance of the Obligations, or by any other act, omission or delay to do any other act that may or might in any manner or to any extent vary the risk of any Guarantor or that would otherwise operate as a discharge of any Guarantor as a matter of law or equity (other than the Full Satisfaction of the Obligations) or which would impair or eliminate any right of any Guarantor to subrogation.
SECTION 9. Defenses Waived. To the fullest extent permitted by applicable law, each Guarantor waives any defense based on or arising out of the unenforceability of the Obligations or any part thereof from any cause or the cessation from any cause of the liability (other than Full Satisfaction of the Obligations) of the Borrower or any other person. Subject to the terms of the other Loan Documents, the Administrative Agent and the other Secured Parties may, at their election, foreclose on any security held by one or more of them by one or more judicial or nonjudicial sales, accept an assignment of any such security in lieu of foreclosure, compromise or adjust any part of the Obligations, make any other accommodation with the Borrower or any other Guarantor or exercise any other right or remedy available to them against the Borrower or any other Guarantor, without affecting or impairing in any way the liability of each Guarantor hereunder except to the extent of the Full Satisfaction of the Obligations. Pursuant to and to the fullest extent permitted by applicable law, each Guarantor waives any defense arising out of any such election even though such election operates, pursuant to applicable law, to impair or to extinguish any right of reimbursement or subrogation or other right or remedy of each Guarantor against the Borrower or any other Guarantor or any security.
SECTION 10. Agreement to Pay; Subrogation; Subordination. In furtherance of the foregoing and not in limitation of any other right that the Administrative Agent or any other Secured Party has at law or in equity against each Guarantor by virtue hereof, upon the failure of the Borrower or any other Loan Party to pay any Obligation when and as the same shall become due, whether at maturity, by acceleration, after notice of prepayment or otherwise, each Guarantor hereby promises to and will forthwith pay, or cause to be paid, to the Administrative Agent or such other Secured Party as designated thereby in cash an amount equal to the unpaid principal amount of such Obligations then due, together with accrued and unpaid interest and fees on such Obligations. The Guarantors shall not exercise any right of subrogation, contribution, indemnity, reimbursement or similar rights with respect to any payment made under this Guaranty until the Full Satisfaction of the Obligations. If any amounts are paid to the Guarantors in violation of the foregoing limitation, then such amounts shall be held in trust for the benefit of the Secured Parties and shall forthwith be paid to the Secured Parties to reduce the amount of the Obligations, whether matured or unmatured. In addition, each Guarantor hereby subordinates the payment of all obligations and indebtedness of the Borrower owing to such Guarantor, whether now existing or hereafter arising, including but not limited to any obligation of the Borrower to any Guarantor as subrogee of the Secured Parties or resulting from such Guarantors performance under this Guaranty, to the Full Satisfaction of the Obligations. If the Secured Parties so request, any such obligation or indebtedness of the Borrower to the Guarantors shall be enforced and performance received by the Guarantors as trustee for the Secured Parties and the proceeds thereof shall be paid over to the Secured Parties on account of the Obligations, but without reducing or affecting in any manner the liability of the Guarantors under this Guaranty.
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SECTION 11. Obligations Independent. The obligations of each Guarantor hereunder are those of primary obligor, and not merely as surety, and are independent of the Obligations and the obligations of any other guarantor, and a separate action may be brought against each Guarantor to enforce this Guaranty whether or not the Borrower or any other person or entity is joined as a party.
SECTION 12. Stay of Acceleration. If acceleration of the time for payment of any of the Obligations is stayed, in connection with any case commenced by or against the Borrower under any Debtor Relief Laws, or otherwise, all such amounts shall nonetheless be payable by the Guarantors immediately upon demand by the Secured Parties.
SECTION 13. Condition of Borrower. Each Guarantor hereby acknowledges and agrees that it has the sole responsibility for, and has adequate means of, obtaining from the Borrower and any other Guarantor such information concerning the financial condition, business and operations of the Borrower and any such other Guarantors as such Guarantor requires, and that none of the Secured Parties has any duty, and each Guarantor is not relying on the Secured Parties at any time, to disclose to such Guarantor any information relating to the business, operations or financial condition of the Borrower or any other Guarantor (each Guarantor waiving any duty on the part of the Secured Parties to disclose such information and any defense relating to the failure to provide the same).
SECTION 14. General Limitation on Guaranty Obligations; Right of Contribution. In any action or proceeding involving any state corporate law, or any state, Federal or foreign bankruptcy, insolvency, reorganization, fraudulent transfer, fraudulent conveyance or other law affecting the rights of creditors generally, if the obligations of any Guarantor under this Guaranty would otherwise be held or determined to be void, voidable, invalid or unenforceable, or subordinated to the claims of any other creditors, on account of the amount of its liability under this Guaranty, then, notwithstanding any other provision herein or in any other Loan Document to the contrary, the amount of such liability shall, without any further action by any Guarantor, any creditor or any other Person, be automatically limited and reduced to the highest amount that is valid and enforceable and not subordinated to the claims of other creditors as determined in such action or proceeding. Each Guarantor hereby agrees to the extent that a Guarantor shall have paid more than its proportionate share of any payment made hereunder (including by way of set off rights being exercised against it), such Guarantor shall be entitled to seek and receive contribution from and against any other Guarantor hereunder who has not paid its proportionate share of such payment. Each Guarantors right of contribution shall be subject to the terms and conditions of Section 10 hereof. Other than with respect to instances where the obligations of any Guarantor under this Guaranty would be held or determined to be void, voidable, invalid or unenforceable, or subordinated to the claims of any other creditors, on account of the amount of its liability under this Guaranty, due to any action or proceeding involving any state corporate law, or any state, Federal or foreign bankruptcy, insolvency, reorganization, fraudulent transfer, fraudulent conveyance or other law affecting the rights of creditors generally, the provision of this Section 14 shall in no respect limit the obligations and liabilities of any Guarantor to the Administrative Agent and the other Secured Parties, and each Guarantor shall remain liable to the Administrative Agent and the other Secured Parties for the full amount guaranteed by such Guarantor hereunder.
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SECTION 15. Covenant; Representations and Warranties. Each Guarantor agrees and covenants to, and to cause each of its Subsidiaries to take, or refrain from taking, each action that is necessary to be taken or not taken, so that no breach of the agreements and covenants relating to such Guarantors contained in the Credit Agreement pertaining to actions to be taken, or not taken, by such Guarantor or any of its Subsidiaries will result. Each Guarantor represents and warrants as to itself that all representations and warranties relating to it and its Subsidiaries contained in the Credit Agreement are true and correct in all material respects (provided that representations and warranties that are qualified by maturity shall be true and correct in all respects) (except to the extent that such representations and warranties specifically refer to an earlier date, in which case such representations and warranties are true and correct in all material respects (provided that representations and warranties that are qualified by maturity shall be true and correct in all respects) as of such earlier date), provided that each reference in any such representation and warranty to the knowledge of the Borrower shall, for the purposes of this Section 15, be deemed to be a reference to such Guarantors knowledge.
SECTION 16. Termination; Reinstatement. This Guaranty is a continuing and irrevocable guaranty of all Obligations now or hereafter existing and shall remain in full force and effect until the Full Satisfaction of the Obligations. Notwithstanding the foregoing, this Guaranty shall continue in full force and effect or be revived, as the case may be, if any payment by or on behalf of the Borrower is made (including pursuant to another guaranty), or any of the Secured Parties exercises its right of setoff, in respect of the Obligations and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by any of the Secured Parties in their discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any Debtor Relief Laws or otherwise, all as if such payment had not been made or such setoff had not occurred and whether or not the Secured Parties are in possession of or have released this Guaranty and regardless of any prior revocation, rescission, termination or reduction. The obligations of each Guarantor under this Section 16 shall survive termination of this Guaranty.
SECTION 17. Binding Effect; Several Agreement; Assignments. Whenever in this Guaranty any of the parties hereto is referred to, such reference shall be deemed to include the successors and permitted assigns of such party; and all covenants, promises and agreements by or on behalf of each Guarantor that are contained in this Guaranty shall bind and inure to the benefit of each party hereto and their respective successors and permitted assigns. This Guaranty shall become effective as to each Guarantor when a counterpart hereof executed on behalf of each Guarantor shall have been delivered to the Administrative Agent and a counterpart hereof shall have been executed on behalf of the Administrative Agent, and thereafter shall be binding upon each Guarantor and the Administrative Agent and their respective successors and permitted assigns, and shall inure to the benefit of each Guarantor, the Administrative Agent and the other Secured Parties, and their respective successors and permitted assigns, except that neither the Borrower, nor the other Loan Parties shall have the right to assign its rights or obligations hereunder or any interest herein (and any such attempted assignment shall be void) without the prior written consent of the Required Lenders. The Administrative Agent is hereby expressly
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authorized to, and agrees upon request of the Borrower it will, release any Guarantor from its obligations hereunder (including its Guaranty) in accordance with Section 9.10 of the Credit Agreement.
SECTION 18. Waivers; Amendment.
(a) No failure or delay of the Administrative Agent in exercising any power or right hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative Agent hereunder and of the other Secured Parties under the other Loan Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Guaranty or consent to any departure by any Guarantor therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) below, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on any Guarantor in any case shall entitle such Guarantor to any other or further notice or demand in similar or other circumstances.
(b) Neither this Guaranty nor any provision hereof may be waived, amended or modified except pursuant to a written agreement entered into between the Guarantors and the Administrative Agent (with the consent of the Lenders or the Required Lenders if required under the Credit Agreement).
SECTION 19. GOVERNING LAW. THIS GUARANTY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
SECTION 20. Notices. All communications and notices hereunder shall be in writing and given as provided in Section 10.02 of the Credit Agreement. All communications and notices hereunder to each Guarantor shall be given to it in care of the Borrower at the address set forth in Schedule 10.02 to the Credit Agreement.
SECTION 21. Survival of Agreement; Severability.
(a) All covenants, agreements, representations and warranties made by the Guarantors herein and in the certificates or other instruments prepared or delivered in connection with or pursuant to this Guaranty or any other Loan Document shall be considered to have been relied upon by the Administrative Agent and the other Secured Parties and shall survive the making by the Lenders of the Loans and the issuance of the Letters of Credit by the L/C Issuer regardless of any investigation made by the Secured Parties or on their behalf, and shall continue in full force and effect as long as the principal of or any accrued interest on any Loan or any other fee or amount payable under this Guaranty or any other Loan Document is outstanding and unpaid or the Commitments have not been terminated.
(b) In the event any one or more of the provisions contained in this Guaranty or in any other Loan Document should be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein and therein
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shall not in any way be affected or impaired thereby (it being understood that the invalidity of a particular provision in a particular jurisdiction shall not in and of itself affect the validity of such provision in any other jurisdiction). The parties shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.
SECTION 22. Counterparts. This Guaranty may be executed in counterparts, each of which shall constitute an original, but all of which when taken together shall constitute a single contract, and shall become effective as provided in Section 17. Delivery of an executed signature page to this Guaranty by facsimile or other electronic transmission shall be as effective as delivery of a manually executed counterpart of this Guaranty.
SECTION 23. Rules of Interpretation. The rules of interpretation specified in Section 1.02 of the Credit Agreement shall be applicable to this Guaranty.
SECTION 24. Jurisdiction; Consent to Service of Process.
(a) Each party hereto irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of the courts of the state of New York sitting in New York County and of the United States District Court of the Southern District of New York, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Guaranty or any other Loan Document (other than as provided in any mortgage with respect to itself), or for recognition or enforcement of any judgment, and each of the Parties hereto irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State court or, to the fullest extent permitted by applicable 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.
(b) Each party hereto irrevocably and unconditionally waives, to the fullest extent permitted by applicable law, any objection that it may now or hereafter have to the laying of venue of any action or proceeding arising out of or relating to this Guaranty or any other Loan Document in any court referred to in paragraph (a) of this section. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by applicable law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.
(c) Each party hereto irrevocably consents to service of process in the manner provided for notice in Section 20. Nothing in this Guaranty will affect the right of any party hereto to serve process in any other manner permitted by applicable law.
SECTION 25. Waiver of Jury Trial. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS GUARANTY OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO
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REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS GUARANTY AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 25.
SECTION 26. Right of Setoff. If an Event of Default shall have occurred and be continuing, each Secured Party is hereby authorized at any time and from time to time, after obtaining the prior written consent of the Administrative Agent, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other Indebtedness at any time owing by such Secured Party to or for the credit or the account of each Guarantor against any or all the obligations of such Guarantor now or hereafter existing under this Guaranty and the other Loan Documents held by such Secured Party, irrespective of whether or not the Administrative Agent or any Secured Party shall have made any demand under this Guaranty or any other Loan Document and although such obligations may be unmatured. The rights of each Secured Party under this Section 26 are in addition to other rights and remedies (including other rights of setoff) which such Secured Party may have.
SECTION 27. Taxes. The Guarantors, jointly and severally, shall gross up for and shall indemnify the Secured Parties against Indemnified Taxes and Other Taxes to the extent set forth in Sections 3.01 and 3.07 of the Credit Agreement.
SECTION 28. Judgment Currency.
(a) Each Guarantors obligation hereunder and under the other Loan Documents to make payments in Dollars (pursuant to such obligation, the Obligation Currency) shall not be discharged or satisfied by any tender or recovery pursuant to any judgment expressed in or converted into any currency other than the Obligation Currency, except to the extent that such tender or recovery results in the effective receipt by the Administrative Agent or the respective Lender of the full amount of the Obligation Currency expressed to be payable to the Administrative Agent or such Lender under this Guaranty or the other Loan Documents. If, for the purpose of obtaining or enforcing judgment against a Guarantor in any court or in any jurisdiction, it becomes necessary to convert into or from any currency other than the Obligation Currency (such other currency being hereinafter referred to as the Judgment Currency) an amount due in the Obligation Currency, the conversion shall be made at the rate of exchange (as quoted by the Administrative Agent or if the Administrative Agent does not quote a rate of exchange on such currency, by a known dealer in such currency designated by the Administrative Agent) determined, in each case, as of the Business Day immediately preceding the day on which the judgment is given (such Business Day being hereinafter referred to as the Judgment Currency Conversion Date).
(b) If there is a change in the rate of exchange prevailing between the Judgment Currency Conversion Date and the date of actual payment of the amount due, each Guarantor covenants and agrees to pay, or cause to be paid, such additional amounts, if any (but in any
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event not a lesser amount) as may be necessary to ensure that the amount paid in the Judgment Currency, when converted at the rate of exchange prevailing on the date of payment, will produce the amount of the Obligation Currency which could have been purchased with the amount of Judgment Currency stipulated in the judgment or judicial award at the rate of exchange prevailing on the Judgment Currency Conversion Date.
(c) For purposes of determining the rate of exchange for this Section 28, such amounts shall include any premium and costs payable in connection with the purchase of the Obligation Currency.
SECTION 29. Additional Guarantor Waivers and Agreements.
(a) Each Guarantor understands and acknowledges that if the Secured Parties foreclose judicially or nonjudicially against any real property security for the Obligations, that foreclosure could impair or destroy any ability that such Guarantor may have to seek reimbursement, contribution, or indemnification from the Borrower or others based on any right such Guarantor may have of subrogation, reimbursement, contribution, or indemnification for any amounts paid by such Guarantor under this Guaranty. By executing this Guaranty, each Guarantor freely, irrevocably, and unconditionally: (i) waives and relinquishes that defense and agrees that such Guarantor will be fully liable under this Guaranty even though the Secured Parties may foreclose, either by judicial foreclosure or by exercise of power of sale, any deed of trust securing the Obligations; (ii) agrees that such Guarantor will not assert that defense in any action or proceeding which the Secured Parties may commence to enforce this Guaranty; (iii) acknowledges and agrees that the Secured Parties are relying on this waiver in creating the Obligations, and that this waiver is a material part of the consideration which the Secured Parties are receiving for creating the Obligations.
(b) Each Guarantor waives all rights and defenses (other than the defense of payment and the benefit of any statute of limitations) that such Guarantor may have because any of the Obligations is secured by real property. This means, among other things: (i) the Secured Parties may collect from such Guarantor without first foreclosing on any real or personal property collateral pledged by the other Loan Parties; and (ii) if the Secured Parties foreclose on any real property collateral pledged by the other Loan Parties: (A) the amount of the Obligations may be reduced only by the price for which that collateral is sold at the foreclosure sale, even if the collateral is worth more than the sale price, and (B) the Secured Parties may collect from such Guarantor even if the Secured Parties, by foreclosing on the real property collateral, have destroyed any right such Guarantor may have to collect from the Borrower. This is an unconditional and irrevocable waiver of any rights and defenses (other than the defense of payment and the benefit of any statute of limitations) such Guarantor may have because any of the Obligations is secured by real property.
SECTION 30. Keepwell. Each Loan Party that is a Qualified ECP Guarantor at the time the Guaranty or the grant of the security interest under the Loan Documents, in each case, by any Specified Loan Party, becomes effective with respect to any Swap Obligation, hereby jointly and severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Loan Party with respect to such Swap Obligation as may be needed by such Specified Loan Party from time to time to honor all of its obligations under
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this Guaranty and the other Loan Documents in respect of such Swap Obligation (but, in each case, only up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantors obligations and undertakings under this Guaranty voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor under this Section 30 shall remain in full force and effect until the Obligations have been indefeasibly paid and performed in full. Each Qualified ECP Guarantor intends this Section 30 to constitute, and this Section 30 shall be deemed to constitute, a guarantee of the obligations of, and a keepwell, support, or other agreement for the benefit of, each Specified Loan Party for all purposes of the Commodity Exchange Act. For purposes of this Section 30, (i) Qualified ECP Guarantor shall mean, at any time, each Loan Party with total assets exceeding $10,000,000 or that qualifies at such time as an eligible contract participant under the Commodity Exchange Act and can cause another person to qualify as an eligible contract participant at such time under §1a(18)(A)(v)(II) of the Commodity Exchange Act and (ii) Specified Loan Party means any Loan Party that is not an eligible contract participant under the Commodity Exchange Act (determined prior to giving effect to this Section 30).
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IN WITNESS WHEREOF, the parties hereto have duly executed this Guaranty as of the day and year first above written.
Guarantors | ||||
ACCESS HOME HEALTH OF FLORIDA, LLC | ||||
CAPITAL CARE RESOURCES, LLC | ||||
CAPITAL CARE RESOURCES OF SOUTH CAROLINA, LLC | ||||
CAPITAL HEALTH MANAGEMENT GROUP, LLC | ||||
CHATTAHOOCHEE VALLEY HOME CARE SERVICES, LLC | ||||
CHATTAHOOCHEE VALLEY HOME HEALTH, LLC | ||||
CHMG ACQUISITION LLC | ||||
CHMG OF ATLANTA, LLC | ||||
CHMG OF GRIFFIN, LLC | ||||
EASTERN CAROLINA HOME HEALTH AGENCY, LLC | ||||
FHI GP, INC. | ||||
FHI HEALTH SYSTEMS, INC. | ||||
FHI LP, INC. | ||||
GENTIVA CERTIFIED HEALTHCARE CORP. | ||||
GENTIVA HEALTH SERVICES (CERTIFIED), INC. | ||||
GENTIVA HEALTH SERVICES HOLDING CORP. | ||||
GENTIVA HEALTH SERVICES (USA) LLC | ||||
GENTIVA REHAB WITHOUT WALLS, LLC | ||||
GENTIVA SERVICES OF NEW YORK, INC. | ||||
GILBERTS HOME HEALTH AGENCY, INC. | ||||
each as a Guarantor | ||||
By: | /s/ Tony Strange | |||
Name: | Tony Strange | |||
Title: | Chief Executive Officer and President |
Signature Page to Guaranty
GILBERTS HOSPICE CARE, LLC | ||||
GILBERTS HOSPICE CARE OF MISSISSIPPI, LLC | ||||
HEALTHFIELD HOME HEALTH, LLC | ||||
HEALTHFIELD HOSPICE SERVICES, LLC | ||||
HEALTHFIELD, LLC | ||||
HEALTHFIELD OF SOUTHWEST GEORGIA, LLC | ||||
HEALTHFIELD OF STATESBORO, LLC | ||||
HEALTHFIELD OF TENNESSEE, LLC | ||||
HEALTHFIELD OPERATING GROUP, LLC | ||||
HOME HEALTH CARE AFFILIATES, INC. | ||||
HOME HEALTH CARE AFFILIATES OF CENTRAL MISSISSIPPI, L.L.C. | ||||
HOME HEALTH CARE AFFILIATES OF MISSISSIPPI, INC. | ||||
HOME HEALTH CARE OF CARTERET COUNTY, LLC | ||||
HORIZON HEALTH NETWORK LLC | ||||
JAVELIN HEALTHCARE HOLDINGS, LLC | ||||
JAVELIN MERGER SUB, INC. | ||||
MID-SOUTH HOME CARE SERVICES, LLC | ||||
MID-SOUTH HOME HEALTH AGENCY, LLC | ||||
MID-SOUTH HOME HEALTH, LLC | ||||
MID-SOUTH HOME HEALTH OF GADSDEN, LLC | ||||
NEW YORK HEALTHCARE SERVICES, INC. | ||||
ODYSSEY HEALTHCARE AUSTIN, LLC | ||||
ODYSSEY HEALTHCARE DETROIT, LLC | ||||
ODYSSEY HEALTHCARE FORT WORTH, LLC | ||||
ODYSSEY HEALTHCARE GP, LLC | ||||
ODYSSEY HEALTHCARE HOLDING COMPANY | ||||
ODYSSEY HEALTHCARE, INC. | ||||
ODYSSEY HEALTHCARE LP, LLC | ||||
ODYSSEY HEALTHCARE OF AUGUSTA, LLC | ||||
ODYSSEY HEALTHCARE OF FLINT, LLC | ||||
ODYSSEY HEALTHCARE OF MARION COUNTY, LLC | ||||
each as a Guarantor | ||||
By: | /s/ Tony Strange | |||
Name: | Tony Strange | |||
Title: | Chief Executive Officer and President |
Signature Page to Guaranty
ODYSSEY HEALTHCARE OF SAVANNAH, LLC | ||||
ODYSSEY HEALTHCARE OF ST. LOUIS, LLC | ||||
OHS SERVICE CORP. | ||||
PHHC ACQUISITION CORP. | ||||
QC-MEDI NEW YORK, INC. | ||||
QUALITY CARE-USA, INC. | ||||
TAR HEEL HEALTH CARE SERVICES, LLC | ||||
TOTAL CARE HOME HEALTH OF LOUISBURG, LLC | ||||
TOTAL CARE HOME HEALTH OF NORTH CAROLINA, LLC | ||||
TOTAL CARE HOME HEALTH OF SOUTH CAROLINA, LLC | ||||
VAN WINKLE HOME HEALTH CARE, INC. | ||||
VISTACARE, LLC | ||||
VISTACARE OF BOSTON, LLC | ||||
VISTACARE USA, LLC | ||||
VISTA HOSPICE CARE, LLC | ||||
WIREGRASS HOSPICE CARE, LLC | ||||
WIREGRASS HOSPICE LLC | ||||
WIREGRASS HOSPICE OF SOUTH CAROLINA, LLC | ||||
ABC HOSPICE, LLC | ||||
ALPINE HOME HEALTH CARE, LLC | ||||
ALPINE HOME HEALTH II, INC. | ||||
ALPINE HOME HEALTH, INC. | ||||
ALPINE RESOURCE GROUP, INC. | ||||
AMERICAN HOMECARE MANAGEMENT CORP. | ||||
AMERICAN HOSPICE, INC. | ||||
ASIAN AMERICAN HOME CARE, INC. | ||||
BETHANY HOSPICE, LLC | ||||
CALIFORNIA HOSPICE, LLC | ||||
CHAPARRAL HOSPICE, INC. | ||||
COLORADO HOSPICE, L.L.C. | ||||
each as a Guarantor | ||||
By: | /s/ Tony Strange | |||
Name: | Tony Strange | |||
Title: | Chief Executive Officer and President |
Signature Page to Guaranty
FAITH HOME HEALTH AND HOSPICE, LLC | ||||
FAITH IN HOME SERVICES, L.L.C. | ||||
FIRST HOME HEALTH, INC. | ||||
GEORGIA HOSPICE, LLC | ||||
GIRLING HEALTH CARE SERVICES OF KNOXVILLE, INC. | ||||
GIRLING HEALTH CARE, INC. | ||||
HARDEN CLINICAL SERVICES, LLC | ||||
HARDEN HC TEXAS HOLDCO, LLC | ||||
HARDEN HEALTHCARE HOLDINGS, INC. | ||||
HARDEN HEALTHCARE SERVICES, LLC | ||||
HARDEN HEALTHCARE, LLC | ||||
HARDEN HOME HEALTH, LLC | ||||
HARDEN HOME OPTION, LLC | ||||
HARDEN HOSPICE, LLC | ||||
HAWKEYE HEALTH SERVICES, INC. | ||||
HOMECARE PLUS, INC. | ||||
HORIZON HEALTH CARE SERVICES, INC. | ||||
HOSPICE CARE OF KANSAS AND MISSOURI, L.L.C. | ||||
HOSPICE CARE OF KANSAS, L.L.C. | ||||
HOSPICE CARE OF THE MIDWEST, L.L.C. | ||||
IOWA HOSPICE, L.L.C. | ||||
ISIDORAS HEALTH CARE, INC. | ||||
LAKES HOSPICE, L.L.C. | ||||
LIGHTHOUSE HOSPICE COASTAL BEND, LLC | ||||
LIGHTHOUSE HOSPICE METROPLEX, LLC | ||||
LIGHTHOUSE HOSPICE SAN ANTONIO, LLC | ||||
LIGHTHOUSE HOSPICE MANAGEMENT, LLC | ||||
LIGHTHOUSE HOSPICE PARTNERS, LLC | ||||
MISSOURI HOME CARE OF ROLLA, INC. | ||||
NURSING CARE - HOME HEALTH AGENCY, INC. | ||||
each as a Guarantor | ||||
By: | /s/ Tony Strange | |||
Name: | Tony Strange | |||
Title: | Chief Executive Officer and President |
Signature Page to Guaranty
OMEGA HOSPICE, LLC | ||||
SATURDAY PARTNERS, LLC | ||||
THE AMERICAN HEARTLAND HOSPICE CORP. | ||||
THE HOME OPTION, LLC | ||||
THE HOME TEAM OF KANSAS, LLC | ||||
VOYAGER HOME HEALTH, INC. | ||||
VOYAGER HOSPICECARE, INC. | ||||
WE CARE HOME HEALTH SERVICES, INC. | ||||
each as a Guarantor | ||||
By: | /s/ Tony Strange | |||
Name: | Tony Strange | |||
Title: | Chief Executive Officer and President | |||
FAMILY HOSPICE, LTD. | ||||
FHI MANAGEMENT, LTD. | ||||
each as a Guarantor | ||||
By: | FHI GP, Inc., its general partner | |||
By: | /s/ Tony Strange | |||
Name: | Tony Strange | |||
Title: | Chief Executive Officer and President | |||
ODYSSEY HEALTHCARE OPERATING A, LP | ||||
ODYSSEY HEALTHCARE MANAGEMENT, LP | ||||
ODYSSEY HEALTHCARE OPERATING B, LP | ||||
each as a Guarantor | ||||
By: | Odyssey Healthcare GP, LLC, its general partner | |||
By: | /s/ Tony Strange | |||
Name: | Tony Strange | |||
Title: | Chief Executive Officer and President |
Signature Page to Guaranty
VOYAGER ACQUISITION, L.P. | ||||
as a Guarantor | ||||
By: | American Hospice, Inc., its general partner | |||
By: | /s/ Tony Strange | |||
Name: | Tony Strange | |||
Title: | Chief Executive Officer and President |
Signature Page to Guaranty
BARCLAYS BANK PLC, | ||||
as Administrative Agent | ||||
By: | /s/ Diane Rolfe | |||
Name: | Diane Rolfe | |||
Title: | Director |
Signature Page to Guaranty
EXHIBIT A
to the Guaranty
[Form of]
JOINDER AGREEMENT
[Name of New Pledgor]
[Address of New Pledgor]
[Date]
|
||||
|
||||
|
||||
|
Ladies and Gentlemen:
Reference is made (i) to that certain Credit Agreement dated as of October 18, 2013 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the Credit Agreement), by and among Gentiva Health Services, Inc., a Delaware corporation (the Borrower), each lender from time to time party thereto (collectively, the Lenders and individually, a Lender) and Barclays Bank PLC, as Administrative Agent, Swing Line Lender and L/C Issuer, (ii) to that certain that certain Security Agreement (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the Security Agreement), dated as of October 18, 2013 among the Borrower, the Guarantors party thereto and the Administrative Agent and (iii) to that certain Guaranty (the Guaranty) dated as of October 18, 2013 among the Guarantors and the Administrative Agent. Capitalized terms used and not defined herein are used with the meanings assigned to such terms in the Credit Agreement or the Security Agreement, as applicable.
This Joinder Agreement supplements (i ) the Security Agreement and (ii) the Guaranty and is delivered by the undersigned, [ ] (the New Pledgor), pursuant to Section 3.5 of the Security Agreement and Section 6.12(a) of the Credit Agreement. The New Pledgor hereby agrees to be bound as a Guarantor and as a Pledgor party to the Security Agreement by all of the terms, covenants and conditions set forth in the Security Agreement to the same extent that it would have been bound if it had been a signatory to the Security Agreement on the date of the Security Agreement. The New Pledgor also hereby agrees to be bound as a party by all of the terms, covenants and conditions applicable to it set forth in the Guaranty as to the same extent that it would have been bound if it had been a signatory to the Guaranty on the date of the Guaranty. Without limiting the generality of the foregoing, the New Pledgor hereby (i) grants and pledges to the Administrative Agent, as collateral security for the full, prompt and complete payment and performance when due (whether at stated maturity, by acceleration or
Ex. A-1
otherwise) of the Obligations, a Lien on and security interest in, all of its right, title and interest in, to and under the Pledged Collateral and expressly assumes all obligations and liabilities of a Guarantor and Pledgor thereunder and (ii) absolutely, unconditionally, irrevocably, jointly and severally guarantees, as a guaranty of payment and performance, as a primary obligor and not as a surety, and not merely as a guaranty of collection, prompt payment when due, whether at stated maturity, by required prepayment, upon acceleration, demand or otherwise, and at all times thereafter, of any and all of the Obligations. The New Pledgor hereby agrees to each of the covenants applicable to the Pledgors contained in the Security Agreement and the Credit Agreement.
Annexed hereto are a Perfection Certificate and supplements to each of the schedules to the Credit Agreement, as applicable, with respect to the New Pledgor. Such supplements shall be deemed to be part of the Security Agreement or the Credit Agreement, as applicable.
This Joinder Agreement and any amendments, waivers, consents or supplements hereto 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 to be an original, but all such counterparts together shall constitute one and the same agreement.
All notices, requests and demands to or upon the New Pledgor, the Administrative Agent or any Lender shall be governed by the terms of Section 20 of the Guaranty.
THIS JOINDER AGREEMENT SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.
Ex. A-2
IN WITNESS WHEREOF, the New Pledgor has caused this Joinder Agreement to be executed and delivered by its duly authorized officer as of the date first above written.
[NEW PLEDGOR] | ||
By: |
| |
Name: | ||
Title: |
AGREED TO AND ACCEPTED:
BARCLAYS BANK PLC, | ||
as Administrative Agent | ||
By: |
| |
Name: | ||
Title: |
[Perfection Certificate and schedules to be attached]
Ex. A-3
Exhibit 10.4
Execution Version
SECURITY AGREEMENT
By
GENTIVA HEALTH SERVICES, INC.,
as Borrower
and
THE GUARANTORS PARTY HERETO
and
BARCLAYS BANK PLC,
as Administrative Agent
Dated as of September 18, 2013
TABLE OF CONTENTS
Page | ||||||
PREAMBLE | 1 | |||||
R E C I T A L S : | 1 | |||||
A G R E E M E N T : | 1 | |||||
ARTICLE I | ||||||
DEFINITIONS AND INTERPRETATION | ||||||
SECTION 1.1. | Definitions | 2 | ||||
SECTION 1.2. | Interpretation | 10 | ||||
SECTION 1.3. | Resolution of Drafting Ambiguities | 10 | ||||
SECTION 1.4. | Perfection Certificate | 11 | ||||
ARTICLE II | ||||||
GRANT OF SECURITY AND OBLIGATIONS | ||||||
SECTION 2.1. | Grant of Security Interest | 11 | ||||
SECTION 2.2. | Filings | 12 | ||||
ARTICLE III | ||||||
PERFECTION; SUPPLEMENTS; FURTHER ASSURANCES; | ||||||
USE OF PLEDGED COLLATERAL | ||||||
SECTION 3.1. | Delivery of Certificated Securities Collateral | 13 | ||||
SECTION 3.2. | Perfection of Uncertificated Securities Collateral | 13 | ||||
SECTION 3.3. | Financing Statements and Other Filings; Maintenance of Perfected Security Interest | 14 | ||||
SECTION 3.4. | Other Actions | 14 | ||||
SECTION 3.5. | Joinder of Additional Guarantors | 18 | ||||
SECTION 3.6. | Supplements; Further Assurances | 18 | ||||
SECTION 3.7. | Pledgor Changes; Information Regarding Collateral | 19 | ||||
ARTICLE IV | ||||||
REPRESENTATIONS, WARRANTIES AND COVENANTS | ||||||
SECTION 4.1. | Title | 19 | ||||
SECTION 4.2. | Validity of Security Interest | 20 | ||||
SECTION 4.3. | Defense of Claims; Transferability of Pledged Collateral | 20 |
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Page | ||||||
SECTION 4.4. | Other Financing Statements | 20 | ||||
SECTION 4.5. | Location of Inventory and Equipment | 21 | ||||
SECTION 4.6. | Due Authorization and Issuance | 21 | ||||
SECTION 4.7. | Consents, etc. | 21 | ||||
SECTION 4.8. | Pledged Collateral | 21 | ||||
SECTION 4.9. | Insurance | 21 | ||||
SECTION 4.10. | [Reserved] | 21 | ||||
ARTICLE V | ||||||
CERTAIN PROVISIONS CONCERNING SECURITIES COLLATERAL | ||||||
SECTION 5.1. | Pledge of Additional Securities Collateral | 22 | ||||
SECTION 5.2. | Voting Rights; Distributions; etc. | 22 | ||||
SECTION 5.3. | Defaults, etc. | 23 | ||||
SECTION 5.4. | Certain Agreements of Pledgors As Issuers and Holders of Equity Interests | 24 | ||||
ARTICLE VI | ||||||
CERTAIN PROVISIONS CONCERNING INTELLECTUAL | ||||||
PROPERTY COLLATERAL | ||||||
SECTION 6.1. | Grant of Intellectual Property License | 24 | ||||
SECTION 6.2. | Protection of Administrative Agents Security | 24 | ||||
SECTION 6.3. | After-Acquired Property | 25 | ||||
SECTION 6.4. | Litigation | 26 | ||||
ARTICLE VII | ||||||
CERTAIN PROVISIONS CONCERNING RECEIVABLES | ||||||
SECTION 7.1. | Maintenance of Records | 26 | ||||
SECTION 7.2. | Legend | 27 | ||||
SECTION 7.3. | Modification of Terms, etc. | 27 | ||||
SECTION 7.4. | Collection | 27 | ||||
ARTICLE VIII | ||||||
TRANSFERS | ||||||
SECTION 8.1. | Transfers of Pledged Collateral | 27 |
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Page | ||||||
ARTICLE IX | ||||||
REMEDIES | ||||||
SECTION 9.1. | Remedies | 27 | ||||
SECTION 9.2. | Notice of Sale | 30 | ||||
SECTION 9.3. | Waiver of Notice and Claims | 30 | ||||
SECTION 9.4. | Certain Sales of Pledged Collateral | 30 | ||||
SECTION 9.5. | No Waiver; Cumulative Remedies | 32 | ||||
SECTION 9.6. | Certain Additional Actions Regarding Intellectual Property | 32 | ||||
ARTICLE X | ||||||
APPLICATION OF PROCEEDS | ||||||
SECTION 10.1. | Application of Proceeds | 33 | ||||
ARTICLE XI | ||||||
MISCELLANEOUS | ||||||
SECTION 11.1. | Concerning Administrative Agent | 33 | ||||
SECTION 11.2. | Administrative Agent May Perform; Administrative Agent Appointed Attorney-in-Fact | 34 | ||||
SECTION 11.3. | Continuing Security Interest; Assignment | 35 | ||||
SECTION 11.4. | Termination; Release | 35 | ||||
SECTION 11.5. | Modification in Writing | 36 | ||||
SECTION 11.6. | Notices | 36 | ||||
SECTION 11.7. | Governing Law, Consent to Jurisdiction and Service of Process; Waiver of Jury Trial | 36 | ||||
SECTION 11.8. | Severability of Provisions | 36 | ||||
SECTION 11.9. | Execution in Counterparts | 36 | ||||
SECTION 11.10. | Business Days | 37 | ||||
SECTION 11.11. | No Credit for Payment of Taxes or Imposition | 37 | ||||
SECTION 11.12. | No Claims Against Administrative Agent | 37 | ||||
SECTION 11.13. | No Release | 37 | ||||
SECTION 11.14. | Obligations Absolute | 38 | ||||
SIGNATURES | S-1 | |||||
EXHIBIT 1 | Form of Issuers Acknowledgment | |||||
EXHIBIT 2 | Form of Securities Pledge Amendment | |||||
EXHIBIT 3 | Form of Copyright Security Agreement | |||||
EXHIBIT 4 | Form of Patent Security Agreement |
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Page | ||||
EXHIBIT 5 |
Form of Trademark Security Agreement |
-iv-
SECURITY AGREEMENT
This SECURITY AGREEMENT dated as of October 18, 2013 (as amended, amended and restated, supplemented or otherwise modified from time to time in accordance with the provisions hereof, this Agreement) made by GENTIVA HEALTH SERVICES, INC., a Delaware corporation (the Borrower), and the wholly-owned subsidiaries of Borrower that are Guarantors from to time to time party hereto (the Guarantors), as pledgors, assignors and debtors (the Borrower, together with the Guarantors, in such capacities and together with any successors in such capacities, the Pledgors, and each, a Pledgor), in favor of BARCLAYS BANK PLC, in its capacity as administrative agent pursuant to the Credit Agreement (as hereinafter defined), as pledgee, assignee and secured party (in such capacities and together with any successors in such capacities, the Administrative Agent).
R E C I T A L S :
A. The Borrower, the Guarantors, the Administrative Agent and the lending institutions listed therein have, in connection with the execution and delivery of this Agreement, entered into that certain credit agreement, dated as of October 18, 2013 (as amended, amended and restated, supplemented, waived or otherwise modified from time to time, the Credit Agreement; which term shall also include and refer to any increase in the amount of indebtedness under the Credit Agreement and any refinancing or replacement of the Credit Agreement or one or more successor or replacement facilities whether or not with a different group of agents or lenders upon the Administrative Agents acknowledgment of the termination of the predecessor Credit Agreement).
B. Each Guarantor has, pursuant to the Guaranty, unconditionally guaranteed the Obligations.
C. The Borrower and each Guarantor will receive substantial benefits from the execution, delivery and performance of the Obligations under the Credit Agreement and the other Loan Documents and each is, therefore, willing to enter into this Agreement.
D. This Agreement is given by each Pledgor in favor of the Administrative Agent for the benefit of the Secured Parties to secure the payment and performance of all of the Obligations.
E. It is a condition to (i) the obligations of the Lenders to make the Loans under the Credit Agreement, (ii) the obligations of the L/C Issuer to issue Letters of Credit and (iii) the performance of the obligations of the Secured Parties under Secured Hedge Agreements and Secured Cash Management Agreements that each Pledgor execute and deliver the applicable Loan Documents, including this Agreement.
A G R E E M E N T :
NOW THEREFORE, in consideration of the foregoing premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each Pledgor and the Administrative Agent hereby agree as follows:
ARTICLE I
DEFINITIONS AND INTERPRETATION
SECTION 1.1. Definitions.
(a) Unless otherwise defined herein or in the Credit Agreement, capitalized terms used herein that are defined in the UCC shall have the meanings assigned to them in the UCC; provided that in any event, the following terms shall have the meanings assigned to them in the UCC:
Accounts; Bank; Chattel Paper; Commercial Tort Claim; Commodity Account; Commodity Contract; Commodity Intermediary; Documents; Electronic Chattel Paper; Entitlement Order; Equipment; Financial Asset; Fixtures; Goods, Inventory; Letter-of-Credit Rights; Letters of Credit; Money; Payment Intangibles; Proceeds; Records; Securities Account; Securities Intermediary; Security Entitlement; Supporting Obligations; and Tangible Chattel Paper.
(b) Terms used but not otherwise defined herein that are defined in the Credit Agreement shall have the meanings given to them in the Credit Agreement.
(c) The following terms shall have the following meanings:
Account Debtor shall mean each person who is obligated on a Receivable or Supporting Obligation related thereto.
Administrative Agent shall have the meaning assigned to such term in the Preamble hereof.
Agreement shall have the meaning assigned to such term in the Preamble hereof.
Borrower shall have the meaning assigned to such term in the Preamble hereof.
Collateral Support shall mean all property (real or personal) assigned, hypothecated or otherwise securing any Pledged Collateral and shall include any security agreement or other agreement granting a lien or security interest in such real or personal property.
Commodity Account Control Agreement shall mean a control agreement in a form that is reasonably satisfactory to the Administrative Agent establishing the Administrative Agents Control with respect to any Commodity Account.
Contracts shall mean, collectively, with respect to each Pledgor, the Related Documents, all sale, service, performance, equipment or property lease contracts, agreements and grants and all other contracts, agreements or grants (in each case, whether written or oral, or third party or intercompany), between such Pledgor and any third party, and all assignments, amendments, restatements, supplements, extensions, renewals, replacements or modifications thereof.
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Control shall mean (i) in the case of each Deposit Account, control, as such term is defined in Section 9-104 of the UCC, (ii) in the case of any Security Entitlement, control, as such term is defined in Section 8-106 of the UCC, and (iii) in the case of any Commodity Contract, control, as such term is defined in Section 9-106 of the UCC.
Control Agreements shall mean, collectively, the Deposit Account Control Agreement, the Securities Account Control Agreement and the Commodity Account Control Agreement.
Copyright Security Agreement shall mean an agreement substantially in the form of Exhibit 3 hereto.
Copyrights shall mean, collectively, with respect to each Pledgor, all copyrights (whether statutory or common law, whether established or registered in the United States or any other country or any political subdivision thereof, whether registered or unregistered and whether published or unpublished) and all copyright registrations and applications made by such Pledgor, in each case, whether now owned or hereafter created or acquired by or assigned to such Pledgor, together with any and all (i) rights and privileges arising under applicable law with respect to such Pledgors use of such copyrights, (ii) reissues, renewals, continuations and extensions thereof and amendments thereto, (iii) income, fees, royalties, damages, claims and payments now or hereafter due and/or payable with respect thereto, including damages and payments for past, present or future infringements thereof, (iv) rights corresponding thereto throughout the world and (v) rights to sue for past, present or future infringements thereof.
Credit Agreement shall have the meaning assigned to such term in Recital A hereof.
Deposit Account Control Agreement shall mean an agreement in a form that is reasonably satisfactory to the Administrative Agent establishing the Administrative Agents Control with respect to any Deposit Account.
Deposit Accounts shall mean, collectively, with respect to each Pledgor, (i) all deposit accounts as such term is defined in the UCC and in any event shall include the LC Account and all accounts and sub-accounts relating to any of the foregoing accounts and (ii) all cash, funds, checks, notes and instruments from time to time on deposit in any of the accounts or sub-accounts described in clause (i) of this definition.
Distributions shall mean, collectively, with respect to each Pledgor, all dividends, cash, options, warrants, rights, instruments, distributions, returns of capital or principal, income, interest, profits and other property, interests (debt or equity) or proceeds, including as a result of a split, revision, reclassification or other like change of the Pledged Securities, from time to time received, receivable or otherwise distributed to such Pledgor in respect of or in exchange for any or all of the Pledged Securities or Intercompany Notes.
-3-
Excluded Accounts shall mean (i) the Medicare and Medicaid Accounts or any Deposit Accounts subject to a daily sweep of all amounts received or deposited in such Deposit Account by federal funds wire transfer to a Deposit Account subject to the Administrative Agents Control and (ii) Deposit Accounts or Securities Accounts (w) specifically and exclusively used for deposits pending activation of provider numbers in accordance with Medicare regulations, (x) specifically and exclusively used for disbursement of payroll, payroll taxes and other employee wage and benefit payments, (y) established and maintained solely to meet capitalization requirements for Approved Captive Insurance Subsidiaries or (z) established and maintained solely in support of the Borrowers nonqualified retirement and savings plan.
Excluded Property shall mean
(a) any permit or license issued by a Governmental Authority to any Pledgor or any agreement to which any Pledgor is a party, in each case, only to the extent and for so long as the terms of such permit, license or agreement or any requirement of Law applicable thereto, validly prohibit the creation by such Pledgor of a security interest in such permit, license or agreement in favor of the Administrative Agent (after giving effect to Sections 9-406(d), 9-407(a), 9-408(a) or 9-409 of the UCC (or any successor provision or provisions) or any other applicable law (including the Bankruptcy Code) or principles of equity);
(b) any lease, license, contract or agreement to which any Pledgor is a party or any of its rights or interests thereunder if and only for so long as the grant of a security interest hereunder shall constitute or result in a breach, termination or default under any such lease, license, contract or agreement (other than to the extent that any such term would be rendered ineffective pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the UCC of any relevant jurisdiction or any other applicable law or principles of equity);
(c) assets owned by any Pledgor on the date hereof or hereafter acquired and any proceeds thereof that are subject to a Lien permitted by Section 7.01(i) of the Credit Agreement to the extent and for so long as the contract or other agreement in which such Lien is granted (or the documentation providing for the Obligations secured by any such Lien) validly prohibits the creation of any other Lien on such assets and proceeds;
(d) any property of a person existing at the time such person is acquired or merged with or into or consolidated with any Pledgor that is subject to a Lien permitted by Section 7.01(j) of the Credit Agreement to the extent and for so long as the contract or other agreement in which such Lien is granted validly prohibits the creation of any other Lien on such property;
(e) any Equity Interests of (w) a Foreign Subsidiary; provided that this clause (e) shall not apply to (A) Voting Stock of any Subsidiary which is a first-tier controlled foreign corporation (as defined in Section 957(a) of the Code) representing 66% of the total voting power of all outstanding Voting Stock of such Subsidiary and (B) 100% of the Equity Interests not constituting Voting Stock of any such Subsidiary, except that any
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such Equity Interests constituting stock entitled to vote within the meaning of Treasury Regulation Section 1.956-2(c)(2) shall be treated as Voting Stock for purposes of this clause (e), (x) a Joint Venture Entity, to the extent restricted or not permitted by the terms of such Persons organizational or joint venture documents (other than to the extent that any such prohibition would be rendered ineffective pursuant to the UCC or any other applicable Law); provided that such Equity Interest shall cease to be an Excluded Property by virtue of this clause (x) at such time as such prohibition ceases to be in effect, (y) an Approved Captive Insurance Subsidiary, or (z) a not-for-profit entity;
(f) any intent-to-use trademark application to the extent and for so long as creation by a Pledgor of a security interest therein would result in the loss by such Pledgor of any material rights therein;
(g) motor vehicles and any other assets subject to certificates of title the perfection of a Lien on which is excluded from the UCC in the relevant jurisdiction, provided, however, that the Pledged Collateral shall include (and such security interest shall attach to) any such motor vehicle or other asset immediately at such time as such motor vehicle or other asset shall no longer be subject to a certificate of title the perfection of a Lien on which is excluded from the UCC in the relevant jurisdiction; and
(h) any Excluded Account only to the extent and for so long as any requirement of Law applicable thereto, validly prohibits the creation by such Pledgor of a security interest in such Excluded Account (it being understood that this exclusion shall not affect the grant of the security interest in Proceeds of Pledged Collateral as set forth herein and all Proceeds of Pledged Collateral shall be Pledged Collateral hereunder);
provided, however, that Excluded Property shall not include any Proceeds, substitutions or replacements of any Excluded Property referred to in clause (a), (b), (c), (d), (e), (f), (g) or (h) (unless such Proceeds, substitutions or replacements would constitute Excluded Property referred to in clauses (a), (b), (c), (d), (e), (f), (g) or (h)).
Fiscal Intermediary shall mean any insurance company, financial institution or other contractor that has entered into an agreement with any governmental authority to process claims and make payments to payees under Medicare, Medicaid or any other Federal, State or local public health care or medical assistance program pursuant to any of the Health Care Laws.
Foreign Subsidiary shall mean a Subsidiary that is organized under the laws of a jurisdiction other than the United States or any state thereof or the District of Columbia.
General Intangibles shall mean, collectively, with respect to each Pledgor, all general intangibles, as such term is defined in the UCC, of such Pledgor and, in any event, shall include (i) all of such Pledgors rights, title and interest in, to and under all Contracts and insurance policies (including all rights and remedies relating to monetary damages, including indemnification rights and remedies, and claims for damages or other relief pursuant to or in respect of any Contract), (ii) all know-how and warranties relating to any of the Pledged Collateral or the Mortgaged Property, (iii) any and all other rights, claims, choses-in-action and causes of
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action of such Pledgor against any other person and the benefits of any and all collateral or other security given by any other person in connection therewith, (iv) all guarantees, endorsements and indemnifications on, or of, any of the Pledged Collateral or any of the Mortgaged Property, (v) all lists, books, records, correspondence, ledgers, printouts, files (whether in printed form or stored electronically), tapes and other papers or materials containing information relating to any of the Pledged Collateral or any of the Mortgaged Property, including all customer or tenant lists, identification of suppliers, data, plans, blueprints, specifications, designs, drawings, appraisals, recorded knowledge, surveys, studies, engineering reports, test reports, manuals, standards, processing standards, performance standards, catalogs, research data, computer and automatic machinery software and programs and the like, field repair data, accounting information pertaining to such Pledgors operations or any of the Pledged Collateral or any of the Mortgaged Property and all media in which or on which any of the information or knowledge or data or records may be recorded or stored and all computer programs used for the compilation or printout of such information, knowledge, records or data, (vi) all licenses, consents, permits, variances, certifications, authorizations and approvals, however characterized, now or hereafter acquired or held by such Pledgor, including building permits, certificates of occupancy, environmental certificates, industrial permits or licenses and certificates of operation and (vii) all rights to reserves, deferred payments, deposits, refunds, indemnification of claims and claims for tax or other refunds against any Governmental Authority.
Goodwill shall mean, collectively, with respect to each Pledgor, the goodwill connected with such Pledgors business including all goodwill connected with (i) the use of and symbolized by any Trademark or Intellectual Property License with respect to any Trademark in which such Pledgor has any interest, (ii) all know-how, trade secrets, customer and supplier lists, proprietary information, inventions, methods, procedures, formulae, descriptions, compositions, technical data, drawings, specifications, name plates, catalogs, confidential information and the right to limit the use or disclosure thereof by any person, pricing and cost information, business and marketing plans and proposals, consulting agreements, engineering contracts and such other assets which relate to such goodwill and (iii) all product lines of such Pledgors business.
Guarantors shall have the meaning assigned to such term in the Preamble hereof.
Instruments shall mean, collectively, with respect to each Pledgor, all instruments, as such term is defined in Article 9, rather than Article 3, of the UCC, and shall include all promissory notes, drafts, bills of exchange or acceptances.
Intellectual Property Collateral shall mean, collectively, the Patents, Trademarks, Copyrights, Intellectual Property Licenses and Goodwill.
Intellectual Property Licenses shall mean, collectively, with respect to each Pledgor, all license and distribution agreements with, and covenants not to sue, any other party with respect to any Patent, Trademark or Copyright or any other patent, trademark or copyright, whether such Pledgor is a licensor or licensee, distributor or distributee under any such license or distribution agreement, together with any and all (i) renewals, extensions, supplements and continuations
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thereof, (ii) income, fees, royalties, damages, claims and payments now and hereafter due and/or payable thereunder and with respect thereto including damages and payments for past, present or future infringements or violations thereof, (iii) rights to sue for past, present and future infringements or violations thereof and (iv) other rights to use, exploit or practice any or all of the Patents, Trademarks or Copyrights or any other patent, trademark or copyright.
Intercompany Notes shall mean, with respect to each Pledgor, all intercompany notes described in Schedule 10 to the Perfection Certificate and intercompany notes hereafter acquired by such Pledgor and all certificates, instruments or agreements evidencing such intercompany notes, and all assignments, amendments, restatements, supplements, extensions, renewals, replacements or modifications thereof to the extent permitted pursuant to the terms hereof.
Investment Property shall mean a security, whether certificated or uncertificated, Security Entitlement, Securities Account, Commodity Contract or Commodity Account, excluding, however, the Securities Collateral.
Joinder Agreement shall mean an agreement substantially in the form of Exhibit A to the Guaranty.
Joint Venture Entities shall mean (i) Odyssey HealthCare of Kansas City, LLC, organized pursuant to that operating agreement, dated April 1, 2008, between Odyssey HealthCare Operating B, LP and Hospice Care Investments, LLC; (ii) Odyssey HealthCare of South Texas, LLC, organized pursuant to that operating agreement, dated October 1, 2008, between Odyssey HealthCare Operating A, LP and Valley Baptist Medical Center; and (iii) Wake Forest Baptist Health Care at Home, LLC organized pursuant to that operating agreement, dated as of January 1, 2013 between Total Care Home Health of North Carolina, LLC and Wake Forest University Baptist Medical Center.
LC Account shall mean any account established and maintained in accordance with the provisions of Section 2.15 of the Credit Agreement and all property from time to time on deposit in such LC Account.
Material Intellectual Property Collateral shall mean any Intellectual Property Collateral that is material (i) to the use and operation of the Pledged Collateral or Mortgaged Property or (ii) to the business, results of operations or financial condition of any Pledgor.
Medicaid shall mean the health care program jointly financed and administered by the Federal and State governments under Title XIX of the Social Security Act.
Medicaid Account shall mean any accounts of the Pledgors arising pursuant to goods sold or services rendered by any Pledgor to eligible Medicaid beneficiaries to be paid by a Fiscal Intermediary or by the United States of America acting under the Medicaid program, any State or the District of Columbia acting pursuant to a health plan adopted pursuant to Title XIX of the Social Security Act or any other Governmental Authority under Medicaid.
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Medicare shall mean the health care program under Title XVIII of the Social Security Act.
Medicare Account shall mean any accounts of the Pledgors arising pursuant to goods sold or services rendered by any Pledgor to eligible Medicare beneficiaries to be paid by a Fiscal Intermediary or by the United States of America acting under the Medicare program or any other Governmental Authority under Medicare.
Mortgaged Property shall have the meaning assigned to such term in the Credit Agreement.
Patent Security Agreement shall mean an agreement substantially in the form of Exhibit 4 hereto.
Patents shall mean, collectively, with respect to each Pledgor, all patents issued or assigned to, and all patent applications and registrations made by, such Pledgor (whether established or registered or recorded in the United States or any other country or any political subdivision thereof), together with any and all (i) rights and privileges arising under applicable law with respect to such Pledgors use of any patents, (ii) inventions and improvements described and claimed therein, (iii) reissues, divisions, continuations, renewals, extensions and continuations-in-part thereof and amendments thereto, (iv) income, fees, royalties, damages, claims and payments now or hereafter due and/or payable thereunder and with respect thereto including damages and payments for past, present or future infringements thereof, (v) rights corresponding thereto throughout the world and (vi) rights to sue for past, present or future infringements thereof.
Perfection Certificate shall mean those certain perfection certificates dated October 18, 2013, executed and delivered by each Pledgor in favor of the Administrative Agent for the benefit of the Secured Parties, and each other Perfection Certificate (which shall be in form and substance reasonably acceptable to the Administrative Agent) executed and delivered by the applicable Guarantor in favor of the Administrative Agent for the benefit of the Secured Parties contemporaneously with the execution and delivery of each Joinder Agreement executed in accordance with Section 3.5 hereof, in each case, as the same may be amended, amended and restated, supplemented or otherwise modified from time to time in accordance with the Credit Agreement or upon the request of the Administrative Agent.
Permitted Liens shall mean all Liens permitted under Section 7.01 of the Credit Agreement.
Pledge Amendment shall have the meaning assigned to such term in Section 5.1 hereof.
Pledged Collateral shall have the meaning assigned to such term in Section 2.1 hereof.
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Pledged Securities shall mean, collectively, with respect to each Pledgor, (i) all issued and outstanding Equity Interests of each issuer set forth on Schedules 9(a) and 9(b) to the Perfection Certificate as being owned by such Pledgor and all options, warrants, rights, agreements and additional Equity Interests of whatever class of any such issuer acquired by such Pledgor (including by issuance), together with all rights, privileges, authority and powers (subject to Section 5.2(c)(iii)) of such Pledgor relating to such Equity Interests in each such issuer or under any Organization Document of each such issuer, and the certificates, instruments and agreements representing such Equity Interests and any and all interest of such Pledgor in the entries on the books of any financial intermediary pertaining to such Equity Interests, (ii) all Equity Interests of any issuer, which Equity Interests are hereafter acquired by such Pledgor (including by issuance) and all options, warrants, rights, agreements and additional Equity Interests of whatever class of any such issuer acquired by such Pledgor (including by issuance), together with all rights, privileges, authority and powers of such Pledgor relating to such Equity Interests or under any Organization Document of any such issuer, and the certificates, instruments and agreements representing such Equity Interests and any and all interest of such Pledgor in the entries on the books of any financial intermediary pertaining to such Equity Interests, from time to time acquired by such Pledgor in any manner, and (iii) all Equity Interests issued in respect of the Equity Interests referred to in clause (i) or (ii) upon any consolidation or merger of any issuer of such Equity Interests; provided, however, that Pledged Securities shall not include any Equity Interests that constitute Excluded Property.
Pledgor shall have the meaning assigned to such term in the Preamble hereof.
Receivables shall mean all (i) Accounts, (ii) Chattel Paper, (iii) Payment Intangibles, (iv) General Intangibles, (v) Instruments and (vi) all other rights to payment, whether or not earned by performance, for goods or other property sold, leased, licensed, assigned or otherwise disposed of, or services rendered or to be rendered, regardless of how classified under the UCC together with all of Pledgors rights, if any, in any goods or other property giving rise to such right to payment and all Collateral Support and Supporting Obligations related thereto and all Records relating thereto.
Securities Account Control Agreement shall mean an agreement in a form that is reasonably satisfactory to the Administrative Agent establishing the Administrative Agents Control with respect to any Securities Account.
Securities Act shall mean the Securities Act of 1933, as amended.
Securities Collateral shall mean, collectively, the Pledged Securities, the Intercompany Notes and the Distributions.
Social Security Act shall mean the Social Security Act (Pub. L. 74-271), 42 U.S.C. §§301, et seq., as the same now exists or may from time to time hereafter be amended, modified, recodified or supplemented, together with all rules, regulations and interpretations thereunder or related thereto.
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Third Party Payor shall mean any Person (such as a Fiscal Intermediary, Blue Cross/Blue Shield or a private health insurance company) which is obligated to reimburse or otherwise make payments to health care providers who provide medical care or medical assistance or other goods or services for eligible patients under Medicare, Medicaid or any other public or private insurance contract.
Trademarks shall mean, collectively, with respect to each Pledgor, all trademarks (including service marks), slogans, logos, certification marks, trade dress, uniform resource locators (URLs), domain names, corporate names and trade names, whether registered or unregistered, owned by or assigned to such Pledgor and all registrations and applications for the foregoing (whether statutory or common law and whether established or registered in the United States or any other country or any political subdivision thereof), together with any and all (i) rights and privileges arising under applicable law with respect to such Pledgors use of any trademarks, (ii) reissues, continuations, extensions and renewals thereof and amendments thereto, (iii) income, fees, royalties, damages and payments now and hereafter due and/or payable thereunder and with respect thereto, including damages, claims and payments for past, present or future infringements thereof, (iv) rights corresponding thereto throughout the world and (v) rights to sue for past, present and future infringements thereof.
Trademark Security Agreement shall mean an agreement substantially in the form of Exhibit 5 hereto.
UCC shall mean the Uniform Commercial Code as in effect from time to time in the State of New York; provided, however, that, at any time, if by reason of mandatory provisions of law, any or all of the perfection or priority of the Administrative Agents and the Secured Parties security interest in any item or portion of the Pledged Collateral is governed by the Uniform Commercial Code as in effect in a jurisdiction other than the State of New York, the term UCC shall mean the Uniform Commercial Code as in effect, at such time, in such other jurisdiction for purposes of the provisions hereof relating to such perfection or priority and for purposes of definitions relating to such provisions.
Voting Stock means Equity Interests of the class or classes pursuant to which the holders thereof have the general voting power under ordinary circumstances to elect at least a majority of the board of directors, managers or trustees of a corporation (irrespective of whether or not at the time Equity Interests of any other class or classes shall have or might have voting power by reason or the happening of any contingency).
SECTION 1.2. Interpretation. The rules of interpretation specified in the Credit Agreement (including Section 1.02 thereof) shall be applicable to this Agreement.
SECTION 1.3. Resolution of Drafting Ambiguities. Each Pledgor acknowledges and agrees that it was represented by counsel in connection with the execution and delivery hereof, that it and its counsel reviewed and participated in the preparation and negotiation hereof and that any rule of construction to the effect that ambiguities are to be resolved against the drafting party (i.e., the Administrative Agent) shall not be employed in the interpretation hereof.
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SECTION 1.4. Perfection Certificate. The Administrative Agent and each Secured Party agree that the Perfection Certificate and all descriptions of Pledged Collateral, schedules, amendments and supplements thereto are and shall at all times remain a part of this Agreement.
ARTICLE II
GRANT OF SECURITY AND OBLIGATIONS
SECTION 2.1. Grant of Security Interest. As collateral security for the payment and performance in full of all the Obligations, each Pledgor hereby pledges and grants to the Administrative Agent for the benefit of the Secured Parties, a lien on and security interest in all of the right, title and interest of such Pledgor in, to and under the following property, wherever located, and whether now existing or hereafter arising or acquired from time to time (collectively, the Pledged Collateral):
(i) all Accounts;
(ii) all Equipment, Goods, Inventory and Fixtures;
(iii) all Documents, Instruments and Chattel Paper;
(iv) all Letters of Credit and Letter-of-Credit Rights;
(v) all Securities Collateral;
(vi) all Investment Property;
(vii) all Intellectual Property Collateral;
(viii) the Commercial Tort Claims described on Schedule 12 to the Perfection Certificate;
(ix) all General Intangibles;
(x) all Money and all Deposit Accounts;
(xi) all Supporting Obligations;
(xii) all books and records relating to the Pledged Collateral; and
(xiii) to the extent not covered by clauses (i) through (xii) of this sentence, all other personal property of such Pledgor, whether tangible or intangible, and all Proceeds and products of each of the foregoing and all accessions to, substitutions and replacements
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for, and rents, profits and products of, each of the foregoing, any and all Proceeds of any insurance, indemnity, warranty or guaranty payable to such Pledgor from time to time with respect to any of the foregoing.
Notwithstanding anything to the contrary contained in clauses (i) through (xiii) above, the security interest created by this Agreement shall not extend to, and the term Pledged Collateral shall not include, any Excluded Property and (i) the Pledgors shall from time to time at the request of the Administrative Agent give written notice to the Administrative Agent identifying in reasonable detail the Excluded Property and shall provide to the Administrative Agent such other information regarding the Excluded Property as the Administrative Agent may reasonably request and (ii) from and after the Closing Date, no Pledgor shall permit to become effective in any document creating, governing or providing for any permit, license or agreement a provision that would prohibit the creation of a Lien on such permit, license or agreement in favor of the Administrative Agent unless such Pledgor believes, in its reasonable judgment, that such prohibition is usual and customary in transactions of such type.
SECTION 2.2. Filings.
(a) Each Pledgor hereby irrevocably authorizes the Administrative Agent at any time and from time to time to file in any relevant jurisdiction any financing statements (including fixture filings) and amendments thereto that contain the information required by Article 9 of the Uniform Commercial Code of each applicable jurisdiction for the filing of any financing statement or amendment relating to the Pledged Collateral, including (i) whether such Pledgor is an organization, the type of organization and any organizational identification number issued to such Pledgor, (ii) any financing or continuation statements or other documents without the signature of such Pledgor where permitted by law, including the filing of a financing statement describing the Pledged Collateral as all assets now owned or hereafter acquired by the Pledgor or in which Pledgor otherwise has rights and (iii) in the case of a financing statement filed as a fixture filing or covering Pledged Collateral constituting minerals or the like to be extracted or timber to be cut, a sufficient description of the real property to which such Pledged Collateral relates. Each Pledgor agrees to provide all information described in the immediately preceding sentence to the Administrative Agent promptly upon request by the Administrative Agent.
(b) Each Pledgor hereby ratifies its authorization for the Administrative Agent to file in any relevant jurisdiction any financing statements relating to the Pledged Collateral if filed prior to the date hereof.
(c) Each Pledgor hereby further authorizes the Administrative Agent to file filings with the United States Patent and Trademark Office or United States Copyright Office (or any successor office or any similar office in any other applicable country), including this Agreement, the Copyright Security Agreement, the Patent Security Agreement and the Trademark Security Agreement, or other documents for the purpose of perfecting, confirming, continuing, enforcing or protecting the security interest granted by such Pledgor hereunder, without the signature of such Pledgor, and naming such Pledgor, as debtor, and the Administrative Agent, as secured party.
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ARTICLE III
PERFECTION; SUPPLEMENTS; FURTHER ASSURANCES;
USE OF PLEDGED COLLATERAL
SECTION 3.1. Delivery of Certificated Securities Collateral. Each Pledgor represents and warrants that all certificates representing or evidencing the Securities Collateral in existence on the date hereof have been delivered to the Administrative Agent in suitable form for transfer by delivery or accompanied by duly executed instruments of transfer or assignment in blank and that the Administrative Agent has a perfected first priority security interest therein. Each Pledgor hereby agrees that all certificates representing or evidencing Securities Collateral acquired by such Pledgor after the date hereof shall promptly (but in any event within thirty (30) days after receipt thereof by such Pledgor) be delivered to and held by or on behalf of the Administrative Agent pursuant hereto. All certificated Securities Collateral shall be in suitable form for transfer by delivery or shall be accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance reasonably satisfactory to the Administrative Agent. The Administrative Agent shall have the right, at any time upon the occurrence and during the continuance of any Event of Default, to endorse, assign or otherwise transfer to or to register in the name of the Administrative Agent or any of its nominees or endorse for negotiation any or all of the Securities Collateral, without any indication that such Securities Collateral is subject to the security interest hereunder. In addition, upon the occurrence and during the continuance of an Event of Default, the Administrative Agent shall have the right at any time to exchange certificates representing or evidencing Securities Collateral for certificates of smaller or larger denominations.
SECTION 3.2. Perfection of Uncertificated Securities Collateral. Each Pledgor represents and warrants that the Administrative Agent (assuming due filing of applicable UCC financing statement) has a perfected first priority security interest in all uncertificated Pledged Securities pledged by it hereunder that are in existence on the date hereof subject only to Permitted Liens. Each Pledgor hereby agrees that if any of the Pledged Securities are at any time not evidenced by certificates of ownership, then each applicable Pledgor shall, to the extent permitted by applicable law, (i) use commercially reasonable efforts to cause each issuer that is not a Pledgor to execute and deliver to the Administrative Agent an acknowledgment of the pledge of such Pledged Securities substantially in the form of Exhibit 1 hereto or such other form that is reasonably satisfactory to the Administrative Agent; provided that no action by any Pledgor shall be required under this clause (i) before the date that is 15 days after the Closing Date, (ii) if necessary to perfect a security interest in such Pledged Securities, cause or, in the case of an issuer that is not a Pledgor, use commercially reasonable efforts to cause such pledge to be recorded on the equityholder register or the books of the issuer, execute any customary pledge forms or other documents necessary to complete the pledge and give the Administrative Agent the right to transfer such Pledged Securities under the terms hereof, and (iii) after the occurrence and during the continuance of any Event of Default, upon request by the Administrative Agent, (A) use commercially reasonable efforts to cause the Organization Documents of each such issuer that is a Subsidiary of the Borrower to be amended to provide that such Pledged Securities shall be treated as securities for purposes of the UCC and (B) cause such Pledged Securities to become
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certificated and delivered to the Administrative Agent in accordance with the provisions of Section 3.1. Each Pledgor that is an issuer of Securities Collateral hereby agrees that (i) upon the occurrence and during the continuation of an Event of Default, it will comply with instructions of the Administrative Agent with respect to the applicable Securities Collateral (including all Equity Interests of such Pledgor) without further consent by the applicable Pledgor that owns such Securities Collateral and (ii) agrees to notify the Administrative Agent upon obtaining knowledge of any interest in favor of any person in the applicable Securities Collateral that is adverse to the interest of the Administrative Agent therein.
SECTION 3.3. Financing Statements and Other Filings; Maintenance of Perfected Security Interest. Each Pledgor represents and warrants that all financing statements, agreements, instruments and other documents necessary to perfect the security interest granted by it to the Administrative Agent in respect of the Pledged Collateral have been delivered to the Administrative Agent in completed and, to the extent necessary or appropriate, duly executed form for filing in each governmental, municipal or other office specified in Schedule 6 to the Perfection Certificate. Each Pledgor agrees that at the sole cost and expense of the Pledgors, such Pledgor will maintain the security interest created by this Agreement in the Pledged Collateral as a perfected first priority security interest subject only to Permitted Liens and subject to the proper and timely filing of continuation statements by the Administrative Agent at the expense of the Pledgors.
SECTION 3.4. Other Actions. In order to further ensure the attachment, perfection and priority of, and the ability of the Administrative Agent to enforce, the Administrative Agents security interest in the Pledged Collateral, each Pledgor represents and warrants (as to itself) as follows and agrees, in each case at such Pledgors own expense, to take the following actions with respect to the following Pledged Collateral:
(a) Instruments and Tangible Chattel Paper. As of the date hereof, no amounts payable under or in connection with any of the Pledged Collateral are evidenced by any Instrument or Tangible Chattel Paper other than such Instruments and Tangible Chattel Paper listed in Schedule 10 to the Perfection Certificate. Each Instrument and each item of Tangible Chattel Paper listed in Schedule 10 to the Perfection Certificate, which exceeds $100,000, has been properly endorsed, assigned and delivered to the Administrative Agent, accompanied by instruments of transfer or assignment duly executed in blank. If any amount then payable under or in connection with any of the Pledged Collateral shall be evidenced by any Instrument or Tangible Chattel Paper, and such amount, together with all amounts payable evidenced by any Instrument or Tangible Chattel Paper not previously delivered to the Administrative Agent exceeds $2,500,000 in the aggregate for all Pledgors, the Pledgor acquiring such Instrument or Tangible Chattel Paper shall promptly (but in any event within thirty (30) days after receipt thereof) endorse, assign and deliver the same to the Administrative Agent, accompanied by such instruments of transfer or assignment duly executed in blank as the Administrative Agent may from time to time specify.
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(b) Deposit Accounts. As of the date hereof, no Pledgor has any Deposit Accounts other than the accounts listed in Schedule 13 to the Perfection Certificate. Assuming the due execution of Deposit Account Control Agreements (which may be delivered after the Closing Date to the extent permitted under Section 6.20 of the Credit Agreement), the Administrative Agent has a first priority security interest in each such Deposit Account (other than Excluded Accounts), which security interest is perfected by Control. Each Pledgor shall establish and maintain one or more Deposit Accounts into which such Pledgor shall promptly deposit, and shall direct each Fiscal Intermediary or other Third Party Payor, in accordance with applicable law, including, without limitation, the Medicare and Medicaid regulations, to directly remit, all payments in respect of any Medicare Accounts or Medicaid Accounts (the Medicare and Medicaid Accounts). Such Medicare and Medicaid Accounts shall be under the sole control of the applicable Pledgor; provided that, on each Business Day the Pledgors shall remit, or authorize, direct and instruct the depository banks at which such separate deposit accounts are maintained to remit, by federal funds wire transfer all funds received or deposited into such deposit accounts (to the extent such funds are available funds) to one of the Deposit Accounts subject to the Administrative Agents Control (or to Deposit Accounts that will become subject to the Administrative Agents Control after due execution of a Deposit Account Control Agreement after the Closing Date as required under Section 6.20 of the Credit Agreement). No Pledgor shall hereafter establish and maintain any Deposit Account (other than Excluded Accounts) unless (1) it shall have given the Administrative Agent 30 days prior written notice of its intention to establish such new Deposit Account with a Bank, (2) such Bank shall be reasonably acceptable to the Administrative Agent and (3) such Bank and such Pledgor shall have duly executed and delivered to the Administrative Agent a Deposit Account Control Agreement with respect to such Deposit Account. The Administrative Agent agrees with each Pledgor that the Administrative Agent shall not give any instructions directing the disposition of funds from time to time credited to any Deposit Account (other than Excluded Accounts) or withhold any withdrawal rights from such Pledgor with respect to funds from time to time credited to any Deposit Account (other than Excluded Accounts) unless an Event of Default has occurred and is continuing. Each Pledgor agrees that once the Administrative Agent sends an instruction or notice to a Bank exercising its Control over any Deposit Account (other than Excluded Accounts) such Pledgor shall not give any instructions or orders with respect to such Deposit Account including, without limitation, instructions for distribution or transfer of any funds in such Deposit Account. No Pledgor shall grant Control of any Deposit Account (other than Excluded Accounts) to any person other than the Administrative Agent.
(c) Securities Accounts and Commodity Accounts. (i) As of the date hereof, no Pledgor has any Securities Accounts or Commodity Accounts other than those listed in Schedule 13 to the Perfection Certificate. Assuming the due execution of Securities Account Control Agreements or Commodity Account Control Agreements (which may be delivered after the Closing Date to the extent permitted under Section 6.20 of the Credit Agreement), the Administrative Agent has a first priority security interest in each such Securities Account and Commodity Account (other than Excluded Accounts), which security
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interest is perfected by Control. No Pledgor shall hereafter establish and maintain any Securities Account or Commodity Account with any Securities Intermediary or Commodity Intermediary (other than Excluded Accounts) unless (1) it shall have given the Administrative Agent 30 days prior written notice of its intention to establish such new Securities Account or Commodity Account with such Securities Intermediary or Commodity Intermediary, (2) such Securities Intermediary or Commodity Intermediary shall be reasonably acceptable to the Administrative Agent and (3) such Securities Intermediary or Commodity Intermediary, as the case may be, and such Pledgor shall have duly executed and delivered a Control Agreement with respect to such Securities Account or Commodity Account, as the case may be. Each Pledgor shall accept any cash and Investment Property in trust for the benefit of the Administrative Agent and within five (5) Business Days of actual receipt thereof, deposit any and all cash and Investment Property received by it into a Deposit Account or Securities Account subject to Administrative Agents Control (or a Deposit Account or Securities Account that will become subject to the Administrative Agents Control after due execution of a Deposit Account Control Agreement, Securities Account Control Agreement or Commodity Account Control Agreement after the Closing Date as required under Section 6.20 of the Credit Agreement). The Administrative Agent agrees with each Pledgor that the Administrative Agent shall not give any Entitlement Orders or instructions or directions to any issuer of uncertificated securities, Securities Intermediary or Commodity Intermediary, and shall not withhold its consent to the exercise of any withdrawal or dealing rights by such Pledgor, unless an Event of Default has occurred and is continuing or, after giving effect to any such investment and withdrawal rights, would occur. Each Pledgor agrees that once the Administrative Agent sends an instruction or notice to a Securities Intermediary or Commodity Intermediary exercising its Control over any Securities Account and Commodity Account such Pledgor shall not give any instructions or orders with respect to such Securities Account and Commodity Account including, without limitation, instructions for investment, distribution or transfer of any Investment Property or Financial Asset maintained in such Securities Account or Commodity Account. No Pledgor shall grant Control over any Investment Property (other than Excluded Accounts) to any person other than the Administrative Agent.
(ii) As between the Administrative Agent and the Pledgors, the Pledgors shall bear the investment risk with respect to the Investment Property and Pledged Securities, and the risk of loss of, damage to, or the destruction of the Investment Property and Pledged Securities, whether in the possession of, or maintained as a Security Entitlement or deposit by, or subject to the Control of, the Administrative Agent, a Securities Intermediary, a Commodity Intermediary, any Pledgor or any other person.
(d) Electronic Chattel Paper and Transferable Records. As of the date hereof, no amount under or in connection with any of the Pledged Collateral is evidenced by any Electronic Chattel Paper or any transferable record (as that term is defined in Section 201 of the Federal Electronic Signatures in Global and National Commerce Act, or in Section 16 of the Uniform Electronic Transactions Act as in effect in any relevant jurisdiction) other than such Electronic Chattel Paper and transferable records listed in Schedule 10
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to the Perfection Certificate. If any amount payable under or in connection with any of the Pledged Collateral shall be evidenced by any Electronic Chattel Paper or any transferable record, the Pledgor acquiring such Electronic Chattel Paper or transferable record shall promptly notify the Administrative Agent thereof and shall take such action as the Administrative Agent may reasonably request to vest in the Administrative Agent control of such Electronic Chattel Paper under Section 9-105 of the UCC or control under Section 201 of the Federal Electronic Signatures in Global and National Commerce Act or, as the case may be, Section 16 of the Uniform Electronic Transactions Act, as so in effect in such jurisdiction, of such transferable record. The requirement in the preceding sentence shall not apply to the extent that such amount, together with all amounts payable evidenced by Electronic Chattel Paper or any transferable record in which the Administrative Agent has not been vested control within the meaning of the statutes described in the immediately preceding sentence, does not exceed $2,500,000 in the aggregate for all Pledgors. The Administrative Agent agrees with such Pledgor that the Administrative Agent will arrange, pursuant to procedures satisfactory to the Administrative Agent and so long as such procedures will not result in the Administrative Agents loss of control, for the Pledgor to make alterations to the Electronic Chattel Paper or transferable record permitted under Section 9-105 of the UCC or, as the case may be, Section 201 of the Federal Electronic Signatures in Global and National Commerce Act or Section 16 of the Uniform Electronic Transactions Act for a party in control to allow without loss of control, unless an Event of Default has occurred and is continuing or would occur after taking into account any action by such Pledgor with respect to such Electronic Chattel Paper or transferable record.
(e) Letter-of-Credit Rights. If any Pledgor is at any time a beneficiary under a Letter of Credit now or hereafter issued, such Pledgor shall promptly notify the Administrative Agent thereof and such Pledgor shall, upon the occurrence and during the continuation of an Event of Default, at the request of the Administrative Agent, pursuant to an agreement in form and substance reasonably satisfactory to the Administrative Agent, either (i) arrange for the issuer and any confirmer of such Letter of Credit to consent to an assignment to the Administrative Agent of the proceeds of any drawing under the Letter of Credit or (ii) arrange for the Administrative Agent to become the transferee beneficiary of such Letter of Credit, with the Administrative Agent agreeing, in each case, that the proceeds of any drawing under the Letter of Credit are to be applied as provided in the Credit Agreement. The actions in the preceding sentence shall not be required to the extent that the amount of any such Letter of Credit, together with the aggregate amount of all other Letters of Credit for which the actions described above in clauses (i) and (ii) have not been taken, does not exceed $2,500,000 in the aggregate for all Pledgors.
(f) Commercial Tort Claims. As of the date hereof, each Pledgor hereby represents and warrants that it holds no Commercial Tort Claims other than those listed in Schedule 12 to the Perfection Certificate. If any Pledgor shall at any time hold or acquire a Commercial Tort Claim, such Pledgor shall promptly (but in any event within 30 days after acquisition thereof) notify the Administrative Agent in writing signed by such Pledgor of the brief details thereof and grant to the Administrative Agent in such writing a security
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interest therein and in the Proceeds thereof, all upon the terms of this Agreement, with such writing to be in form and substance reasonably satisfactory to the Administrative Agent. The requirement in the preceding sentence shall not apply to the extent that the amount of such Commercial Tort Claim, together with the amount of all other Commercial Tort Claims held by any Pledgor in which the Administrative Agent does not have a security interest, does not exceed $2,500,000 in the aggregate for all Pledgors.
(g) [Reserved].
(h) [Reserved].
SECTION 3.5. Joinder of Additional Guarantors. The Pledgors shall cause each wholly-owned Subsidiary of the Borrower which, from time to time, after the date hereof shall be required to pledge any assets to the Administrative Agent for the benefit of the Secured Parties pursuant to the provisions of the Credit Agreement, (a) to execute and deliver to the Administrative Agent (i) a Joinder Agreement substantially in the form of Exhibit A to the Guaranty and (ii) a Perfection Certificate, in each case, within thirty (30) days of the date on which it was acquired or created or (b) in the case of a Subsidiary organized outside of the United States required to pledge any assets to the Administrative Agent, to execute and deliver to the Administrative Agent such documentation as the Administrative Agent shall reasonably request and, in each case with respect to clauses (a) and (b) above and, in each case, upon such execution and delivery, such Subsidiary shall constitute a Guarantor and a Pledgor for all purposes hereunder with the same force and effect as if originally named as a Guarantor and Pledgor herein. The execution and delivery of such Joinder Agreement shall not require the consent of any Pledgor hereunder. The rights and obligations of each Pledgor hereunder shall remain in full force and effect notwithstanding the addition of any new Guarantor and Pledgor as a party to this Agreement.
SECTION 3.6. Supplements; Further Assurances. Each Pledgor shall take such further actions, and execute and/or deliver to the Administrative Agent such additional financing statements, amendments, assignments, agreements, supplements, powers and instruments, as the Administrative Agent may in its reasonable judgment deem necessary or appropriate in order to create, perfect, preserve and protect the security interest in the Pledged Collateral as provided herein and the rights and interests granted to the Administrative Agent hereunder, to carry into effect the purposes hereof or better to assure and confirm the validity, enforceability and priority of the Administrative Agents security interest in the Pledged Collateral or permit the Administrative Agent to exercise and enforce its rights, powers and remedies hereunder with respect to any Pledged Collateral, including the filing of financing statements, continuation statements and other documents (including this Agreement) under the Uniform Commercial Code (or other similar laws) in effect in any jurisdiction with respect to the security interest created hereby and the execution and delivery of Control Agreements (other than Excluded Accounts), all in form reasonably satisfactory to the Administrative Agent and in such offices (including the United States Patent and Trademark Office and the United States Copyright Office) wherever required by law to perfect, continue and maintain the validity, enforceability and priority of the security interest in the Pledged Collateral as provided herein and to preserve the other rights and interests granted to the Administrative Agent hereunder, as against third parties, with respect to the Pledged Collateral. Without limiting the generality of the foregoing, each
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Pledgor shall make, execute, endorse, acknowledge, file or refile and/or deliver to the Administrative Agent from time to time upon reasonable request by the Administrative Agent such lists, schedules, descriptions and designations of the Pledged Collateral, copies of warehouse receipts, receipts in the nature of warehouse receipts, bills of lading, documents of title, vouchers, invoices, schedules, confirmatory assignments, supplements, additional security agreements, conveyances, financing statements, transfer endorsements, powers of attorney, certificates, reports and other assurances or instruments as the Administrative Agent shall reasonably request. If an Event of Default has occurred and is continuing, the Administrative Agent may institute and maintain, in its own name or in the name of any Pledgor, such suits and proceedings as the Administrative Agent may be advised by counsel shall be reasonably necessary or expedient to prevent any impairment of the security interest in or the perfection thereof in the Pledged Collateral. All of the foregoing shall be at the sole cost and expense of the Pledgors.
SECTION 3.7. Pledgor Changes; Information Regarding Collateral. No Pledgor shall effect any change (i) in any Pledgors legal name, (ii) in the location of any Pledgors chief executive office, (iii) in any Pledgors identity or organizational structure, (iv) in any Pledgors Federal Taxpayer Identification Number or organizational identification number, if any, or (v) in any Pledgors jurisdiction of organization (in each case, including by merging with or into any other entity, reorganizing, dissolving, liquidating, reorganizing or organizing in any other jurisdiction), until (A) it shall have given the Administrative Agent not less than 5 days prior written notice (in the form of an certificate from a Responsible Officer), or such lesser notice period agreed to by the Administrative Agent, of its intention so to do, clearly describing such change and providing such other information in connection therewith as the Administrative Agent may reasonably request and (B) it shall have taken all action reasonably satisfactory to the Administrative Agent to maintain the perfection and priority of the security interest of the Administrative Agent for the benefit of the Secured Parties in the Collateral, if applicable. Each Pledgor agrees to promptly provide the Administrative Agent with certified Organization Documents reflecting any of the changes described in the preceding sentence.
ARTICLE IV
REPRESENTATIONS, WARRANTIES AND COVENANTS
Each Pledgor represents, warrants and covenants as follows:
SECTION 4.1. Title. Except for the security interest granted to the Administrative Agent for the benefit of the Secured Parties pursuant to this Agreement and Permitted Liens, such Pledgor owns and has rights and, as to Pledged Collateral acquired by it from time to time after the date hereof, will own and have rights in each item of Pledged Collateral pledged by it hereunder, free and clear of any and all Liens or claims of others other than with respect to Pledged Securities for restrictions on transfer imposed by applicable state and federal securities laws. In addition, no Liens or claims exist on the Securities Collateral, other than Permitted Liens and except with respect to Pledged Securities for restrictions on transfer pursuant to applicable federal and state securities laws.
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SECTION 4.2. Validity of Security Interest. The security interest in and Lien on the Pledged Collateral granted to the Administrative Agent for the benefit of the Secured Parties hereunder constitutes (a) a legal and valid security interest in all the Pledged Collateral securing the payment and performance of the Obligations, and (b) subject to the filings and other actions described in Schedule 6 to the Perfection Certificate (to the extent required to be listed on the schedules to the Perfection Certificate as of the date this representation is made or deemed made), (i) will constitute a perfected security interest in all the Pledged Collateral in which a security interest may be perfected in the United States by filing, recording or registering a financing statement or analogous document in the United States (or any political subdivision thereof) and its territories and possessions pursuant to the UCC or other applicable law in such jurisdictions and (ii) will constitute a perfected security interest in all Pledged Collateral in which a security interest may be perfected in the United States upon the timely receipt and recording of the Patent Security Agreement, Copyright Security Agreement or Trademark Security Agreement with the United States Patent and Trademark Office and the United States Copyright Office, as applicable. Except to the extent a security interest in such Pledged Collateral cannot be perfected by the filings or other actions described in the preceding clauses (i) and (ii), the security interest and Lien granted to the Administrative Agent for the benefit of the Secured Parties pursuant to this Agreement in and on the Pledged Collateral will at all times constitute a perfected, continuing security interest therein (other than with respect to real property leases), prior to all other Liens on the Pledged Collateral except for Permitted Liens and with respect to the Pledged Securities, to restrictions on transfer under applicable state and federal securities laws, subject to the filing of continuation statements as required by applicable law.
SECTION 4.3. Defense of Claims; Transferability of Pledged Collateral. Subject to Section 7.09 of the Credit Agreement, each Pledgor shall, at its own cost and expense, defend title to the Pledged Collateral pledged by it hereunder and the security interest therein and Lien thereon granted to the Administrative Agent and the priority thereof against all claims and demands of all persons, at its own cost and expense, at any time claiming any interest therein adverse to the Administrative Agent or any other Secured Party other than Permitted Liens. Subject to Section 7.09 of the Credit Agreement, there is no agreement, order, judgment or decree, and no Pledgor shall enter into any agreement or take any other action, that would restrict the transferability of any of the Pledged Collateral or otherwise impair or conflict with such Pledgors obligations or the rights of the Administrative Agent hereunder.
SECTION 4.4. Other Financing Statements. It has not filed, nor authorized any third party to file (nor will there be), any valid or effective financing statement (or similar statement, instrument of registration or public notice under the law of any jurisdiction) covering or purporting to cover any interest of any kind in the Pledged Collateral, except such as have been filed in favor of the Administrative Agent pursuant to this Agreement or in favor of any holder of a Permitted Lien with respect to such Permitted Lien. No Pledgor shall execute, authorize or permit to be filed in any public office any financing statement (or similar statement, instrument of registration or public notice under the law of any jurisdiction) relating to any Pledged Collateral, except financing statements and other statements and instruments filed or to be filed in respect of and covering the security interests granted by such Pledgor to the Administrative Agent or the holder of the Permitted Liens.
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SECTION 4.5. Location of Inventory and Equipment. It shall not move any Equipment or Inventory to any location, other than any location that is listed in the relevant Schedules to the Perfection Certificate and other than moves to new locations in the ordinary course of business, unless it shall have given the Administrative Agent not less than 5 days prior written notice (in the form of a certificate of a Responsible Officer) of its intention so to do, clearly describing such new location and providing such other information in connection therewith as the Administrative Agent may request; provided that in no event shall any Equipment or Inventory be moved to any location outside of the continental United States.
SECTION 4.6. Due Authorization and Issuance. All of the Pledged Securities existing on the date hereof have been, and to the extent any Pledged Securities are hereafter issued, such Pledged Securities will be, upon such issuance, duly authorized, validly issued and fully paid and non-assessable to the extent applicable. There is no amount or other obligation owing by any Pledgor to any issuer of the Pledged Securities in exchange for or in connection with the issuance of the Pledged Securities or any Pledgors status as a partner or a member of any issuer of the Pledged Securities other than with respect to the Joint Venture Entities, as set forth in the Organization Documents of such Joint Venture Entity.
SECTION 4.7. Consents, etc. In the event that the Administrative Agent desires to exercise any remedies, voting or consensual rights or attorney-in-fact powers set forth in this Agreement and determines it necessary to obtain any approvals or consents of any Governmental Authority or Joint Venture Entity or any other person therefor, then, upon the reasonable request of the Administrative Agent, such Pledgor agrees to use its commercially reasonable efforts to assist and aid the Administrative Agent to obtain as soon as practicable any necessary approvals or consents for the exercise of any such remedies, rights and powers.
SECTION 4.8. Pledged Collateral. All information set forth herein, including the schedules hereto, and all information contained in any documents, schedules and lists heretofore delivered to any Secured Party, including the Perfection Certificate and the schedules thereto, in connection with this Agreement, in each case, relating to the Pledged Collateral, is accurate and complete in all material respects. The Pledged Collateral described on the schedules to the Perfection Certificate constitutes all of the material property of such type of Pledged Collateral owned or held by the Pledgors.
SECTION 4.9. Insurance. In the event that the proceeds of any insurance claim are paid to any Pledgor after the Administrative Agent has exercised its right to foreclose after an Event of Default, such Net Cash Proceeds shall be held in trust for the benefit of the Administrative Agent and immediately after receipt thereof shall be paid to the Administrative Agent for application in accordance with the Credit Agreement.
SECTION 4.10. [Reserved].
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ARTICLE V
CERTAIN PROVISIONS CONCERNING SECURITIES COLLATERAL
SECTION 5.1. Pledge of Additional Securities Collateral. Each Pledgor shall, upon obtaining any Pledged Securities or Intercompany Notes of any person, accept the same in trust for the benefit of the Administrative Agent and promptly (but in any event within thirty (30) days after receipt thereof) deliver to the Administrative Agent a pledge amendment, duly executed by such Pledgor, in substantially the form of Exhibit 2 hereto (each, a Pledge Amendment), and the certificates and other documents required under Section 3.1 and Section 3.2 hereof in respect of the additional Pledged Securities or Intercompany Notes which are to be pledged pursuant to this Agreement, and confirming the attachment of the Lien hereby created on and in respect of such additional Pledged Securities or Intercompany Notes. Each Pledgor hereby authorizes the Administrative Agent to attach each Pledge Amendment to this Agreement and agrees that all Pledged Securities or Intercompany Notes listed on any Pledge Amendment delivered to the Administrative Agent shall for all purposes hereunder be considered Pledged Collateral.
SECTION 5.2. Voting Rights; Distributions; etc.
(a) So long as no Event of Default shall have occurred and be continuing:
(i) Each Pledgor shall be entitled to exercise any and all voting and other consensual rights pertaining to the Securities Collateral or any part thereof for any purpose not inconsistent with the terms or purposes hereof, the Credit Agreement or any other document evidencing the Obligations; provided, however, that no Pledgor shall in any event exercise such rights in any manner which could reasonably be expected to have a Material Adverse Effect.
(ii) Each Pledgor shall be entitled to receive and retain, and to utilize free and clear of the Lien hereof, any and all Distributions, but only if and to the extent made in accordance with the provisions of the Credit Agreement; provided, however, that any and all such Distributions consisting of rights or interests in the form of securities shall be forthwith delivered to the Administrative Agent to hold as Pledged Collateral and shall, if received by any Pledgor, be received in trust for the benefit of the Administrative Agent, be segregated from the other property or funds of such Pledgor and be promptly (but in any event within thirty (30) days after receipt thereof) delivered to the Administrative Agent as Pledged Collateral in the same form as so received (with any necessary endorsement).
(b) So long as no Event of Default shall have occurred and be continuing, the Administrative Agent shall be deemed without further action or formality to have granted to each Pledgor all necessary consents relating to voting rights and shall, if necessary, upon written request of any Pledgor and at the sole cost and expense of the Pledgors, from time to time execute and deliver (or cause to be executed and delivered) to such Pledgor all such instruments as such Pledgor may reasonably request in order to permit such Pledgor to exercise the voting and other rights which it is entitled to exercise pursuant to Section 5.2(a)(i) hereof and to receive the Distributions which it is authorized to receive and retain pursuant to Section 5.2(a)(ii) hereof.
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(c) Upon the occurrence and during the continuance of any Event of Default:
(i) All rights of each Pledgor to exercise the voting and other consensual rights it would otherwise be entitled to exercise pursuant to Section 5.2(a)(i) hereof shall immediately cease, and all such rights shall thereupon become vested in the Administrative Agent, which shall thereupon have the sole right to exercise such voting and other consensual rights; provided that, with respect to the Joint Venture Entities, to the extent the Organization Documents of the Joint Venture Entities do not permit the Administrative Agent to exercise such voting and other consensual rights, the applicable Pledgor shall retain such voting and other consensual rights it is entitled to exercise under the Organization Documents of such entities; provided, however, that no Pledgor shall in any event exercise such rights in any manner which could reasonably be expected to have a Material Adverse Effect.
(ii) All rights of each Pledgor to receive Distributions which it would otherwise be authorized to receive and retain pursuant to Section 5.2(a)(ii) hereof shall immediately cease and all such rights shall thereupon become vested in the Administrative Agent, which shall thereupon have the sole right to receive and hold as Pledged Collateral such Distributions.
(iii) Notwithstanding the foregoing, the remedies described in Sections 5.2(c)(i) and (ii) shall not apply with respect to Securities Collateral constituting Equity Interests in any Joint Venture Entity unless, to the extent required by the Organization Document of such Joint Venture Entity, consented to by (x) the members of such Joint Venture Entity and/or (y) the board of managers of such Joint Venture Entity; provided, in each case, that the consent of any Pledgor shall not be withheld or delayed.
(d) Each Pledgor shall, at its sole cost and expense, from time to time execute and deliver to the Administrative Agent appropriate instruments as the Administrative Agent may reasonably request in order to permit the Administrative Agent to exercise the voting and other rights which it may be entitled to exercise pursuant to Section 5.2(c)(i) hereof and to receive all Distributions which it may be entitled to receive under Section 5.2(c)(ii) hereof.
(e) All Distributions which are received by any Pledgor contrary to the provisions of Section 5.2(a)(ii) hereof shall be received in trust for the benefit of the Administrative Agent, shall be segregated from other funds of such Pledgor and shall immediately be paid over to the Administrative Agent as Pledged Collateral in the same form as so received (with any necessary endorsement).
SECTION 5.3. Defaults, etc. Each Pledgor hereby represents and warrants that (i) such Pledgor is not in default in the payment of any portion of any mandatory capital contribution, if any, required to be made under any agreement to which such Pledgor is a party relating to the Pledged Securities pledged by it, and such Pledgor is not in violation of any other provisions of any such agreement to which such Pledgor is a party, or otherwise in default or violation thereunder except for such defaults or violations that could not reasonably be expected to
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result in a Material Adverse Effect, (ii) no Securities Collateral pledged by such Pledgor is subject to any defense, offset or counterclaim, nor have any of the foregoing been asserted or alleged against such Pledgor by any person with respect thereto, and (iii) as of the date hereof, there are no certificates, instruments, documents or other writings (other than the Organization Documents and certificates representing such Pledged Securities that have been delivered to the Administrative Agent) which evidence any Pledged Securities of such Pledgor.
SECTION 5.4. Certain Agreements of Pledgors As Issuers and Holders of Equity Interests.
(a) In the case of each Pledgor which is an issuer of Securities Collateral, such Pledgor agrees to be bound by the terms of this Agreement relating to the Securities Collateral issued by it and will comply with such terms insofar as such terms are applicable to it.
(b) In the case of each Pledgor which is a partner, shareholder or member, as the case may be, in a partnership, limited liability company or other entity, such Pledgor hereby consents to the extent required by the applicable Organization Document to the pledge by each other Pledgor, pursuant to the terms hereof, of the Pledged Securities in such partnership, limited liability company or other entity and, upon the occurrence and during the continuance of an Event of Default, to the transfer of such Pledged Securities to the Administrative Agent or its nominee and to the substitution of the Administrative Agent or its nominee as a substituted partner, shareholder or member in such partnership, limited liability company or other entity with all the rights, powers and duties of a general partner, limited partner, shareholder or member, as the case may be.
ARTICLE VI
CERTAIN PROVISIONS CONCERNING INTELLECTUAL
PROPERTY COLLATERAL
SECTION 6.1. Grant of Intellectual Property License. For the purpose of enabling the Administrative Agent, during the continuance of an Event of Default, to exercise rights and remedies under Article IX hereof at such time as the Administrative Agent shall be lawfully entitled to exercise such rights and remedies, and for no other purpose, each Pledgor hereby grants to the Administrative Agent, to the extent assignable, an irrevocable, non-exclusive license to use, assign, license or sublicense any of the Intellectual Property Collateral now owned or hereafter acquired by such Pledgor, wherever the same may be located. Such license shall include access to all media in which any of the licensed items may be recorded or stored and to all computer programs used for the compilation or printout hereof.
SECTION 6.2. Protection of Administrative Agents Security. On a continuing basis, each Pledgor shall, at its sole cost and expense, (i) promptly following its becoming aware thereof, notify the Administrative Agent of any material adverse determination in any proceeding or the institution of any proceeding in any federal, state or local court or administrative body or in the United States Patent and Trademark Office or the United States Copyright Office
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regarding any Material Intellectual Property Collateral, such Pledgors right to register such Material Intellectual Property Collateral or its right to keep and maintain such registration in full force and effect, (ii) maintain all Material Intellectual Property Collateral as presently used and operated, (iii) not permit to lapse or become abandoned any Material Intellectual Property Collateral, and not settle or compromise any pending or future litigation or administrative proceeding with respect to any such Material Intellectual Property Collateral, in either case except as shall be consistent with commercially reasonable business judgment, (iv) upon such Pledgor obtaining knowledge thereof, promptly notify the Administrative Agent of any event which may be reasonably expected to materially and adversely affect the value or utility of any Material Intellectual Property Collateral or the rights and remedies of the Administrative Agent in relation thereto including a levy or any legal process against any Material Intellectual Property Collateral, (v) not license any Material Intellectual Property Collateral other than licenses entered into by such Pledgor in, or incidental to, the ordinary course of business, or amend or permit the amendment of any of such licenses in a manner that materially and adversely affects the right to receive payments thereunder, or in any manner that would materially impair the value of any Material Intellectual Property Collateral or the Lien on and security interest in the Material Intellectual Property Collateral created therein hereby, without the consent of the Administrative Agent (which consent shall not be unreasonably withheld), (vi) diligently keep adequate records respecting all Material Intellectual Property Collateral and (vii) furnish to the Administrative Agent from time to time upon the Administrative Agents reasonable request therefor reasonably detailed statements and amended schedules further identifying and describing the Material Intellectual Property Collateral and such other materials evidencing or reports pertaining to any Material Intellectual Property Collateral as the Administrative Agent may from time to time reasonably request.
SECTION 6.3. After-Acquired Property. If any Pledgor shall at any time after the date hereof (i) obtain any rights to any additional Material Intellectual Property Collateral or (ii) become entitled to the benefit of any additional Material Intellectual Property Collateral or any renewal or extension thereof, including any reissue, division, continuation, or continuation-in-part of any Material Intellectual Property Collateral, or any improvement on any Material Intellectual Property Collateral, or if any intent-to use trademark application is no longer subject to clause (c) of the definition of Excluded Property, the provisions hereof shall automatically apply thereto and any such item enumerated in the preceding clause (i) or (ii) shall automatically constitute Intellectual Property Collateral as if such would have constituted Intellectual Property Collateral at the time of execution hereof and be subject to the Lien and security interest created by this Agreement without further action by any party. No later than concurrently with the delivery of financial statements pursuant to Section 7.01(a) of the Credit Agreement for the fiscal year during which such item enumerated in the preceding clause (a) or (b) occurs, each Pledgor shall (x) provide to the Administrative Agent written notice of any of the foregoing (which notice may be in the form of a report supplementing Schedule 5.17 of the Credit Agreement) and (y) if requested by Administrative Agent, within 30 days of such request, confirm the attachment of the Lien and security interest created by this Agreement to any rights described in clauses (i) and (ii) above by execution of an instrument in form reasonably acceptable to the Administrative Agent and the filing of any instruments or statements as shall be reasonably necessary to create, preserve, protect or perfect the Administrative Agents security interest in such Material Intellectual
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Property Collateral. Further, each Pledgor authorizes the Administrative Agent to modify this Agreement by amending Schedules 11(a), 11(b) and 11(c) to the Perfection Certificate to include any Material Intellectual Property Collateral of such Pledgor acquired or arising after the date hereof.
SECTION 6.4. Litigation. Unless there shall occur and be continuing any Event of Default, each Pledgor shall have the right to commence and prosecute in its own name, as the party in interest, for its own benefit and at the sole cost and expense of the Pledgors, such applications for protection of the Intellectual Property Collateral and suits, proceedings or other actions to prevent the infringement, counterfeiting, unfair competition, dilution, diminution in value or other damage as are necessary to protect the Intellectual Property Collateral. Upon the occurrence and during the continuance of any Event of Default, the Administrative Agent shall have the right but shall in no way be obligated to file applications for protection of the Intellectual Property Collateral and/or bring suit in the name of any Pledgor, the Administrative Agent or the Secured Parties to enforce the Intellectual Property Collateral and any license thereunder. In the event of such suit, each Pledgor shall, at the reasonable request of the Administrative Agent, do any and all lawful acts and execute any and all documents requested by the Administrative Agent in aid of such enforcement and the Pledgors shall promptly reimburse and indemnify the Administrative Agent for all costs and expenses incurred by the Administrative Agent in the exercise of its rights under this Section 6.4 in accordance with Section 10.04 of the Credit Agreement. In the event that the Administrative Agent shall elect not to bring suit to enforce the Intellectual Property Collateral, each Pledgor agrees, at the reasonable request of the Administrative Agent, to take all commercially reasonable actions necessary, whether by suit, proceeding or other action, to prevent the infringement, counterfeiting, unfair competition, dilution, diminution in value of or other damage to any of the Intellectual Property Collateral by any person.
ARTICLE VII
CERTAIN PROVISIONS CONCERNING RECEIVABLES
SECTION 7.1. Maintenance of Records. Each Pledgor shall keep and maintain at its own cost and expense complete records of each Receivable, in a manner consistent with ordinary business practice, including records of all payments received, all credits granted thereon, all merchandise returned and all other documentation relating thereto. Each Pledgor shall, at such Pledgors sole cost and expense, upon the Administrative Agents demand made at any time after the occurrence and during the continuance of any Event of Default, deliver all tangible evidence of Receivables, including all documents evidencing Receivables and any books and records relating thereto to the Administrative Agent or to its representatives (copies of which evidence and books and records may be retained by such Pledgor). Upon the occurrence and during the continuance of any Event of Default, the Administrative Agent may transfer a full and complete copy of any Pledgors books, records, credit information, reports, memoranda and all other writings relating to the Receivables to and for the use by any person that has acquired or is contemplating acquisition of an interest in the Receivables or the Administrative Agents security interest therein without the consent of any Pledgor.
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SECTION 7.2. Legend. Each Pledgor shall legend, at the reasonable request of the Administrative Agent and in form and manner satisfactory to the Administrative Agent, the Receivables and the other books, records and documents of such Pledgor evidencing or pertaining to the Receivables with an appropriate reference to the fact that the Receivables have been assigned to the Administrative Agent for the benefit of the Secured Parties and that the Administrative Agent has a security interest therein.
SECTION 7.3. Modification of Terms, etc. No Pledgor shall rescind or cancel any obligations evidenced by any Receivable or modify any term thereof or make any adjustment with respect thereto except in the ordinary course of business, or extend or renew any such obligations except in the ordinary course of business or compromise or settle any dispute, claim, suit or legal proceeding relating thereto or sell any Receivable or interest therein except in the ordinary course of business without the prior written consent of the Administrative Agent. Each Pledgor shall timely fulfill all obligations on its part to be fulfilled under or in connection with the Receivables.
SECTION 7.4. Collection. Each Pledgor shall use its commercially reasonable efforts to collect from the Account Debtor of each of the Receivables, as and when due in the ordinary course of business (including Receivables that are delinquent, such Receivables to be collected in accordance with generally accepted commercial collection procedures), any and all amounts owing under or on account of such Receivable, and apply forthwith upon receipt thereof all such amounts as are so collected to the outstanding balance of such Receivable, except that any Pledgor may, with respect to a Receivable, allow in the ordinary course of business (i) a refund or credit due as a result of returned or damaged or defective merchandise and (ii) such extensions of time to pay amounts due in respect of Receivables and such other modifications of payment terms or settlements in respect of Receivables as shall be commercially reasonable in the circumstances, all in accordance with such Pledgors ordinary course of business consistent with its collection practices as in effect from time to time. The costs and expenses (including attorneys fees) of collection, in any case, whether incurred by any Pledgor, the Administrative Agent or any Secured Party, shall be paid by the Pledgors.
ARTICLE VIII
TRANSFERS
SECTION 8.1. Transfers of Pledged Collateral. No Pledgor shall sell, convey, assign or otherwise dispose of, or grant any option with respect to, any of the Pledged Collateral pledged by it hereunder except as expressly permitted by the Credit Agreement.
ARTICLE IX
REMEDIES
SECTION 9.1. Remedies. Upon the occurrence and during the continuance of any Event of Default, the Administrative Agent may from time to time exercise in respect of the Pledged Collateral, in addition to the other rights and remedies provided for herein or otherwise available to it, the following remedies:
(i) Personally, or by agents or attorneys, immediately take possession of the Pledged Collateral or any part thereof, from any Pledgor or any other person who then has possession of any part thereof with or without notice to the extent permitted by applicable law or process of law, and for that purpose may enter upon any Pledgors premises where any of the Pledged Collateral is located, remove such Pledged Collateral, remain present at such premises to receive copies of all communications and remittances relating to the Pledged Collateral and use in connection with such removal and possession any and all services, supplies, aids and other facilities of any Pledgor;
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(ii) Demand, sue for, collect or receive any money or property at any time payable or receivable in respect of the Pledged Collateral including instructing the obligor or obligors on any agreement, instrument or other obligation constituting part of the Pledged Collateral to make any payment required by the terms of such agreement, instrument or other obligation directly to the Administrative Agent, and in connection with any of the foregoing, compromise, settle, extend the time for payment and make other modifications with respect thereto; provided, however, that in the event that any such payments are made directly to any Pledgor, prior to receipt by any such obligor of such instruction, such Pledgor shall segregate all amounts received pursuant thereto in trust for the benefit of the Administrative Agent and shall promptly (but in no event later than three (3) Business Days after receipt thereof) pay such amounts to the Administrative Agent;
(iii) Sell, assign, grant a license to use or otherwise liquidate, or direct any Pledgor to sell, assign, grant a license to use or otherwise liquidate, any and all investments made in whole or in part with the Pledged Collateral or any part thereof, and take possession of the proceeds of any such sale, assignment, license or liquidation;
(iv) Take possession of the Pledged Collateral or any part thereof, by directing any Pledgor in writing to deliver the same to the Administrative Agent at any place or places so designated by the Administrative Agent, in which event such Pledgor shall at its own expense: (A) forthwith cause the same to be moved to the place or places designated by the Administrative Agent and therewith delivered to the Administrative Agent, (B) store and keep any Pledged Collateral so delivered to the Administrative Agent at such place or places pending further action by the Administrative Agent and (C) while the Pledged Collateral shall be so stored and kept, provide such security and maintenance services as shall be necessary to protect the same and to preserve and maintain them in good condition. Each Pledgors obligation to deliver the Pledged Collateral as contemplated in this Section 9.1(iv) is of the essence hereof. Upon application to a court of equity having jurisdiction, the Administrative Agent shall be entitled to a decree requiring specific performance by any Pledgor of such obligation;
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(v) Withdraw all moneys, instruments, securities and other property in any bank, financial securities, deposit or other account of any Pledgor constituting Pledged Collateral for application to the Obligations as provided in Article X hereof;
(vi) Retain and apply the Distributions to the Obligations as provided in Article X hereof;
(vii) Exercise any and all rights as beneficial and legal owner of the Pledged Collateral, including perfecting assignment of and exercising any and all voting, consensual and other rights and powers with respect to any Pledged Collateral; and
(viii) Exercise all the rights and remedies of a secured party on default under the UCC, and the Administrative Agent may also in its sole discretion, without notice except as specified in Section 9.2 hereof, sell, assign or grant a license to use the Pledged Collateral or any part thereof in one or more parcels at public or private sale, at any exchange, brokers board or at any of the Administrative Agents offices or elsewhere, for cash, on credit or for future delivery, and at such price or prices and upon such other terms as the Administrative Agent may deem commercially reasonable. The Administrative Agent or any other Secured Party or any of their respective Affiliates may be the purchaser, licensee, assignee or recipient of the Pledged Collateral or any part thereof at any such sale and shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Pledged Collateral sold, assigned or licensed at such sale, to use and apply any of the Obligations owed to such person as a credit on account of the purchase price of the Pledged Collateral or any part thereof payable by such person at such sale. Each purchaser, assignee, licensee or recipient at any such sale shall acquire the property sold, assigned or licensed absolutely free from any claim or right on the part of any Pledgor, and each Pledgor hereby waives, to the fullest extent permitted by law, all rights of redemption, stay and/or appraisal which it now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. The Administrative Agent shall not be obligated to make any sale of the Pledged Collateral or any part thereof regardless of notice of sale having been given. The Administrative Agent may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. Each Pledgor hereby waives, to the fullest extent permitted by law, any claims against the Administrative Agent arising by reason of the fact that the price at which the Pledged Collateral or any part thereof may have been sold, assigned or licensed at such a private sale was less than the price which might have been obtained at a public sale.
Notwithstanding the foregoing, the remedies described in Sections 9.1(iii), (iv), (vii) and (viii) shall not apply with respect to Securities Collateral constituting Equity Interests in any Joint Venture Entity unless, to the extent required by the Organization Document of such Joint Venture Entity, consented to by (x) the members of such Joint Venture Entity and/or (y) the board of managers of such Joint Venture Entity; provided, in each case, that the consent of any Pledgor shall not be withheld or delayed.
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SECTION 9.2. Notice of Sale. Each Pledgor acknowledges and agrees that, to the extent notice of sale or other disposition of the Pledged Collateral or any part thereof shall be required by law, ten (10) days prior notice to such Pledgor of the time and place of any public sale or of the time after which any private sale or other intended disposition is to take place shall be commercially reasonable notification of such matters. No notification need be given to any Pledgor if it has signed, after the occurrence of an Event of Default, a statement renouncing or modifying any right to notification of sale or other intended disposition.
SECTION 9.3. Waiver of Notice and Claims. Each Pledgor hereby waives, to the fullest extent permitted by applicable law, notice or judicial hearing in connection with the Administrative Agents taking possession or the Administrative Agents disposition of the Pledged Collateral or any part thereof, including any and all prior notice and hearing for any prejudgment remedy or remedies and any such right which such Pledgor would otherwise have under law, and each Pledgor hereby further waives, to the fullest extent permitted by applicable law: (i) all damages occasioned by such taking of possession, (ii) all other requirements as to the time, place and terms of sale or other requirements with respect to the enforcement of the Administrative Agents rights hereunder and (iii) all rights of redemption, appraisal, valuation, stay, extension or moratorium now or hereafter in force under any applicable law. The Administrative Agent shall not be liable for any incorrect or improper payment made pursuant to this Article IX in the absence of gross negligence, bad faith or willful misconduct on the part of the Administrative Agent. Any sale of, or the grant of options to purchase, or any other realization upon, any Pledged Collateral shall operate to divest all right, title, interest, claim and demand, either at law or in equity, of the applicable Pledgor therein and thereto, and shall be a perpetual bar both at law and in equity against such Pledgor and against any and all persons claiming or attempting to claim the Pledged Collateral so sold, optioned or realized upon, or any part thereof, from, through or under such Pledgor.
SECTION 9.4. Certain Sales of Pledged Collateral.
(a) Each Pledgor recognizes that, by reason of certain prohibitions contained in law, rules, regulations or orders of any Governmental Authority, the Administrative Agent may be compelled, with respect to any sale of all or any part of the Pledged Collateral, to limit purchasers to those who meet the requirements of such Governmental Authority. Each Pledgor acknowledges that any such sales may be at prices and on terms less favorable to the Administrative Agent than those obtainable through a public sale without such restrictions, and, notwithstanding such circumstances, agrees that any such restricted sale shall be deemed to have been made in a commercially reasonable manner and that, except as may be required by applicable law, the Administrative Agent shall have no obligation to engage in public sales.
(b) Each Pledgor recognizes that, by reason of certain prohibitions contained in the Securities Act, and applicable state securities laws, the Administrative Agent may be compelled, with respect to any sale of all or any part of the Securities Collateral and Investment Property, to limit purchasers to persons who will agree, among other things, to acquire such Securities Collateral or Investment Property for their own account, for investment and not with a view to the distribution or resale thereof. Each Pledgor acknowledges that any such private sales
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may be at prices and on terms less favorable to the Administrative Agent than those obtainable through a public sale without such restrictions (including a public offering made pursuant to a registration statement under the Securities Act), and, notwithstanding such circumstances, agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner and that the Administrative Agent shall have no obligation to engage in public sales and no obligation to delay the sale of any Securities Collateral or Investment Property for the period of time necessary to permit the issuer thereof to register it for a form of public sale requiring registration under the Securities Act or under applicable state securities laws, even if such issuer would agree to do so.
(c) Notwithstanding the foregoing, each Pledgor shall, upon the occurrence and during the continuance of any Event of Default, at the reasonable request of the Administrative Agent, for the benefit of the Administrative Agent, cause any registration, qualification under or compliance with any Federal or state securities law or laws to be effected with respect to all or any part of the Securities Collateral (other than Securities Collateral constituting Equity Interests in any Joint Venture Entity unless, to the extent required by the Organization Document of such Joint Venture Entity, consented to by (x) the members of such Joint Venture Entity and/or (y) the board of managers of such Joint Venture Entity; provided, in each case, that the consent of any Pledgor shall not be withheld or delayed) as soon as practicable and at the sole cost and expense of the Pledgors. Each Pledgor will use its commercially reasonable efforts to cause such registration to be effected (and be kept effective) and will use its commercially reasonable efforts to cause such qualification and compliance to be effected (and be kept effective) as may be so requested and as would permit or facilitate the sale and distribution of such Securities Collateral including registration under the Securities Act (or any similar statute then in effect), appropriate qualifications under applicable blue sky or other state securities laws and appropriate compliance with all other requirements of any Governmental Authority. Each Pledgor shall use its commercially reasonable efforts to cause the Administrative Agent to be kept advised in writing as to the progress of each such registration, qualification or compliance and as to the completion thereof, shall furnish to the Administrative Agent such number of prospectuses, offering circulars or other documents incident thereto as the Administrative Agent from time to time may request, and shall indemnify and shall cause the issuer of the Securities Collateral to indemnify, to the extent permitted by applicable laws, the Administrative Agent and all others participating in the distribution of such Securities Collateral against all claims, losses, damages and liabilities caused by any untrue statement (or alleged untrue statement) of a material fact contained therein (or in any related registration statement, notification or the like) or by any omission (or alleged omission) to state therein (or in any related registration statement, notification or the like) a material fact required to be stated therein or necessary to make the statements therein not misleading, other than to the extent such information was provided by the Administrative Agent.
(d) If the Administrative Agent determines to exercise its right to sell any or all of the Securities Collateral or Investment Property (other than Securities Collateral constituting Equity Interests in any Joint Venture Entity unless, to the extent required by the Organization Document of such Joint Venture Entity, consented to by (x) the members of such Joint Venture Entity and/or (y) the board of managers of such Joint Venture Entity; provided, in each case, that
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the consent of any Pledgor shall not be withheld or delayed), upon written request, the applicable Pledgor shall from time to time furnish to the Administrative Agent all such information as the Administrative Agent may reasonably request in order to determine the number of securities included in the Securities Collateral or Investment Property which may be sold by the Administrative Agent as exempt transactions under the Securities Act and the rules of the SEC thereunder, as the same are from time to time in effect.
(e) Each Pledgor further agrees that a breach of any of the covenants contained in this Section 9.4 will cause irreparable injury to the Administrative Agent and the other Secured Parties, that the Administrative Agent and the other Secured Parties have no adequate remedy at law in respect of such breach and, as a consequence, that each and every covenant contained in this Section 9.4 shall be specifically enforceable against such Pledgor, and such Pledgor hereby waives and agrees not to assert any defenses against an action for specific performance of such covenants except for a defense that no Event of Default has occurred and is continuing.
SECTION 9.5. No Waiver; Cumulative Remedies.
(a) No failure on the part of the Administrative Agent to exercise, no course of dealing with respect to, and no delay on the part of the Administrative Agent in exercising, any right, power or remedy hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any such right, power, privilege or remedy hereunder preclude any other or further exercise thereof or the exercise of any other right, power, privilege or remedy; nor shall the Administrative Agent be required to look first to, enforce or exhaust any other security, collateral or guaranties. All rights and remedies herein provided are cumulative and are not exclusive of any rights or remedies provided by law or otherwise available.
(b) In the event that the Administrative Agent shall have instituted any proceeding to enforce any right, power, privilege or remedy under this Agreement or any other Loan Document by foreclosure, sale, entry or otherwise, and such proceeding shall have been discontinued or abandoned for any reason or shall have been determined adversely to the Administrative Agent, then and in every such case, the Pledgors, the Administrative Agent and each other Secured Party shall be restored to their respective former positions and rights hereunder with respect to the Pledged Collateral, and all rights, remedies, privileges and powers of the Administrative Agent and the other Secured Parties shall continue as if no such proceeding had been instituted.
SECTION 9.6. Certain Additional Actions Regarding Intellectual Property. If any Event of Default shall have occurred and be continuing, upon the written demand of the Administrative Agent, each Pledgor shall execute and deliver to the Administrative Agent an assignment or assignments of the registered Patents, Trademarks and/or Copyrights and Goodwill and such other documents as are necessary or appropriate to carry out the intent and purposes hereof. Within five (5) Business Days of written notice thereafter from the Administrative Agent, each Pledgor shall make available to the Administrative Agent, to the extent within such Pledgors power and authority, such personnel in such Pledgors employ on the date of the Event
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of Default as the Administrative Agent may reasonably designate to permit such Pledgor to continue, directly or indirectly, to produce, advertise and sell the products and services sold by such Pledgor under the registered Patents, Trademarks and/or Copyrights, and such persons shall be available to perform their prior functions on the Administrative Agents behalf.
ARTICLE X
APPLICATION OF PROCEEDS
SECTION 10.1. Application of Proceeds. The proceeds received by the Administrative Agent in respect of any sale of, collection from or other realization upon all or any part of the Pledged Collateral pursuant to the exercise by the Administrative Agent of its remedies shall be applied, together with any other sums then held by the Administrative Agent pursuant to this Agreement, in accordance with the Credit Agreement.
ARTICLE XI
MISCELLANEOUS
SECTION 11.1. Concerning Administrative Agent.
(a) The Administrative Agent has been appointed as collateral agent pursuant to the Credit Agreement. The actions of the Administrative Agent hereunder are subject to the provisions of the Credit Agreement. The Administrative Agent shall have the right hereunder to make demands, to give notices, to exercise or refrain from exercising any rights, and to take or refrain from taking action (including the release or substitution of the Pledged Collateral), in accordance with this Agreement and the Credit Agreement. The Administrative Agent may employ agents and attorneys-in-fact in connection herewith and shall not be liable for the negligence or misconduct of any such agents or attorneys-in-fact selected by it in good faith. The Administrative Agent may resign and a successor Administrative Agent may be appointed in the manner provided in the Credit Agreement. Upon the acceptance of any appointment as the Administrative Agent by a successor Administrative Agent, that successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent under this Agreement, and the retiring Administrative Agent shall thereupon be discharged from its duties and obligations under this Agreement. After any retiring Administrative Agents resignation, the provisions hereof shall inure to its benefit as to any actions taken or omitted to be taken by it under this Agreement while it was the Administrative Agent.
(b) The Administrative Agent shall be deemed to have exercised reasonable care in the custody and preservation of the Pledged Collateral in its possession if such Pledged Collateral is accorded treatment substantially equivalent to that which the Administrative Agent, in its individual capacity, accords its own property consisting of similar instruments or interests, it being understood that neither the Administrative Agent nor any of the Secured Parties shall have responsibility for (i) ascertaining or taking action with respect to calls, conversions,
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exchanges, maturities, tenders or other matters relating to any Securities Collateral, whether or not the Administrative Agent or any other Secured Party has or is deemed to have knowledge of such matters or (ii) taking any necessary steps to preserve rights against any person with respect to any Pledged Collateral.
(c) The Administrative Agent shall be entitled to rely upon any written notice, statement, certificate, order or other document or any telephone message believed by it to be genuine and correct and to have been signed, sent or made by the proper person, and, with respect to all matters pertaining to this Agreement and its duties hereunder, upon advice of counsel selected by it.
(d) If any item of Pledged Collateral also constitutes collateral granted to the Administrative Agent under any other deed of trust, mortgage, security agreement, pledge or instrument of any type, in the event of any conflict between the provisions hereof and the provisions of such other deed of trust, mortgage, security agreement, pledge or instrument of any type in respect of such collateral, the Administrative Agent, in its sole discretion, shall select which provision or provisions shall control.
(e) The Administrative Agent may rely on advice of counsel as to whether any or all UCC financing statements of the Pledgors need to be amended as a result of any of the changes described in Section 3.7. If any Pledgor fails to provide information to the Administrative Agent about such changes on a timely basis, the Administrative Agent shall not be liable or responsible to any party for any failure to maintain a perfected security interest in such Pledgors property constituting Pledged Collateral, for which the Administrative Agent needed to have information relating to such changes. The Administrative Agent shall have no duty to inquire about such changes if any Pledgor does not inform the Administrative Agent of such changes, the parties acknowledging and agreeing that it would not be feasible or practical for the Administrative Agent to search for information on such changes if such information is not provided by any Pledgor.
SECTION 11.2. Administrative Agent May Perform; Administrative Agent Appointed Attorney-in-Fact. If any Pledgor shall fail to perform any covenants contained in this Agreement (including such Pledgors covenants to (i) pay the premiums in respect of all required insurance policies hereunder, (ii) pay and discharge any taxes, assessments and special assessments, levies, fees and governmental charges imposed upon or assessed against, and landlords, carriers, mechanics, workmens, repairmens, laborers, materialmens, suppliers and warehousemens Liens and other claims arising by operation of law against, all or any portion of the Pledged Collateral, (iii) make repairs, (iv) discharge Liens or (v) pay or perform any obligations of such Pledgor under any Pledged Collateral) or if any representation or warranty on the part of any Pledgor contained herein shall fail to be true and correct in any material respect, the Administrative Agent may (but shall not be obligated to) do the same or cause it to be done or remedy any such breach, and may expend funds for such purpose; provided, however, that the Administrative Agent shall in no event be bound to inquire into the validity of any tax, Lien, imposition or other obligation which such Pledgor fails to pay or perform as and when required hereby and which such Pledgor does not contest in accordance with the provisions of the Credit
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Agreement; and provided, further, that unless an Event of Default has occurred and is continuing or time is of the essence, the Administrative Agent shall not take the foregoing actions without first making demand on the Pledgors and the Pledgors failing to promptly comply therewith. Any and all amounts so expended by the Administrative Agent shall be paid by the Pledgors in accordance with the provisions of Section 10.04 of the Credit Agreement. Neither the provisions of this Section 11.2 nor any action taken by the Administrative Agent pursuant to the provisions of this Section 11.2 shall prevent any such failure to observe any covenant contained in this Agreement nor any breach of representation or warranty from constituting an Event of Default. Each Pledgor hereby appoints the Administrative Agent its attorney-in-fact, with full power and authority in the place and stead of such Pledgor and in the name of such Pledgor, or otherwise, from time to time in the Administrative Agents reasonable discretion to take any action and to execute any instrument consistent with the terms of the Credit Agreement, this Agreement and the other Loan Documents which the Administrative Agent may deem necessary or advisable to accomplish the purposes hereof (but the Administrative Agent shall not be obligated to and shall have no liability to such Pledgor or any third party for failure to so do or take action). The foregoing grant of authority is a power of attorney coupled with an interest and such appointment shall be irrevocable for the term hereof. Each Pledgor hereby ratifies all that such attorney shall lawfully do or cause to be done by virtue hereof.
Anything in this Section 11.2 to the contrary, the Administrative Agent agrees that, except as provided above, it will not exercise any rights under the foregoing power of attorney unless an Event of Default shall have occurred and be continuing.
SECTION 11.3. Continuing Security Interest; Assignment. This Agreement shall create a continuing security interest in the Pledged Collateral and shall (i) be binding upon the Pledgors, their respective successors and assigns and (ii) inure, together with the rights and remedies of the Administrative Agent hereunder, to the benefit of the Administrative Agent and the other Secured Parties and each of their respective successors, transferees and assigns. No other persons (including any other creditor of any Pledgor) shall have any interest herein or any right or benefit with respect hereto. Without limiting the generality of the foregoing clause (ii), any Secured Party may assign or otherwise transfer any indebtedness held by it secured by this Agreement to any other person, and such other person shall thereupon become vested with all the benefits in respect thereof granted to such Secured Party, herein or otherwise, subject however, to the provisions of the Credit Agreement and, in the case of a Secured Party that is a party to a Secured Hedge Agreement or a Secured Cash Management Agreement, such Secured Hedge Agreement or Secured Cash Management Agreement, as applicable. Each of the Pledgors agrees that its obligations hereunder and the security interest created hereunder shall continue to be effective or be reinstated, as applicable, if at any time payment, or any part thereof, of all or any part of the Obligations is rescinded or must otherwise be restored by the Secured Party upon the bankruptcy or reorganization of any Pledgor or otherwise.
SECTION 11.4. Termination; Release. When all the Obligations have been paid in full (other than contingent indemnification obligations not then due), the Commitments of the Lenders to make any Loan or to issue any Letter of Credit under the Credit Agreement shall have expired or been sooner terminated and all Letters of Credit have been terminated or cash
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collateralized in accordance with the provisions of the Credit Agreement, this Agreement shall terminate. Upon termination of this Agreement the Pledged Collateral shall immediately be released from the Lien of this Agreement. Upon such release or any release of Pledged Collateral or any part thereof in accordance with the provisions of the Credit Agreement, the Administrative Agent shall, upon the request and at the sole cost and expense of the Pledgors, assign, transfer and deliver to Pledgor, against receipt and without recourse to or warranty by the Administrative Agent except as to the fact that the Administrative Agent has not encumbered the released assets, such of the Pledged Collateral or any part thereof to be released (in the case of a release) as may be in possession of the Administrative Agent and as shall not have been sold or otherwise applied pursuant to the terms hereof, and, with respect to any other Pledged Collateral, proper documents and instruments (including UCC-3 termination financing statements or releases) acknowledging the termination hereof or the release of such Pledged Collateral, as the case may be.
SECTION 11.5. Modification in Writing. No amendment, modification, supplement, termination or waiver of or to any provision hereof, nor consent to any departure by any Pledgor therefrom, shall be effective unless the same shall be made in accordance with the terms of the Credit Agreement and unless in writing and signed by the Administrative Agent and the Pledgors. Any amendment, modification or supplement of or to any provision hereof, any waiver of any provision hereof and any consent to any departure by any Pledgor from the terms of any provision hereof in each case shall be effective only in the specific instance and for the specific purpose for which made or given. Except where notice is specifically required by this Agreement or any other document evidencing the Obligations, no notice to or demand on any Pledgor in any case shall entitle any Pledgor to any other or further notice or demand in similar or other circumstances.
SECTION 11.6. Notices. Unless otherwise provided herein or in the Credit Agreement, any notice or other communication herein required or permitted to be given shall be given in the manner and become effective as set forth in the Credit Agreement, as to any Pledgor, addressed to it at the address of the Borrower set forth in the Credit Agreement and as to the Administrative Agent, addressed to it at the address set forth in the Credit Agreement, or in each case at such other address as shall be designated by such party in a written notice to the other party complying as to delivery with the terms of this Section 11.6.
SECTION 11.7. Governing Law, Consent to Jurisdiction and Service of Process; Waiver of Jury Trial. Sections 10.14 and 10.15 of the Credit Agreement are incorporated herein, mutatis mutandis, as if a part hereof.
SECTION 11.8. Severability of Provisions. Any provision hereof which is invalid, illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without invalidating the remaining provisions hereof or affecting the validity, legality or enforceability of such provision in any other jurisdiction.
SECTION 11.9. Execution in Counterparts. This Agreement and any amendments, waivers, consents or supplements hereto may be executed in any number of counterparts
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and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed to be an original, but all such counterparts together shall constitute one and the same agreement. Delivery of any executed counterpart of a signature page of this Agreement by facsimile or other electronic transmission shall be effective as delivery of a manually executed counterpart of this Agreement.
SECTION 11.10. Business Days. In the event any time period or any date provided in this Agreement ends or falls on a day other than a Business Day, then such time period shall be deemed to end and such date shall be deemed to fall on the next succeeding Business Day, and performance herein may be made on such Business Day, with the same force and effect as if made on such other day.
SECTION 11.11. No Credit for Payment of Taxes or Imposition. A Pledgor shall not be entitled to any credit against the principal, premium, if any, or interest payable under the Credit Agreement, and such Pledgor shall not be entitled to any credit against any other sums which may become payable under the terms thereof or hereof, by reason of the payment of any Tax on the Pledged Collateral or any part thereof.
SECTION 11.12. No Claims Against Administrative Agent. Nothing contained in this Agreement shall constitute any consent or request by the Administrative Agent, express or implied, for the performance of any labor or services or the furnishing of any materials or other property in respect of the Pledged Collateral or any part thereof, nor as giving any Pledgor any right, power or authority to contract for or permit the performance of any labor or services or the furnishing of any materials or other property in such fashion as would permit the making of any claim against the Administrative Agent in respect thereof or any claim that any Lien based on the performance of such labor or services or the furnishing of any such materials or other property is prior to the Lien hereof.
SECTION 11.13. No Release. Nothing set forth in this Agreement or any other Loan Document, nor the exercise by the Administrative Agent of any of the rights or remedies hereunder, shall relieve any Pledgor from the performance of any term, covenant, condition or agreement on such Pledgors part to be performed or observed under or in respect of any of the Pledged Collateral or from any liability to any person under or in respect of any of the Pledged Collateral or shall impose any obligation on the Administrative Agent or any other Secured Party to perform or observe any such term, covenant, condition or agreement on such Pledgors part to be so performed or observed or shall impose any liability on the Administrative Agent or any other Secured Party for any act or omission on the part of such Pledgor relating thereto or for any breach of any representation or warranty on the part of such Pledgor contained in this Agreement, the Credit Agreement or the other Loan Documents, or under or in respect of the Pledged Collateral or made in connection herewith or therewith. Anything herein to the contrary notwithstanding, neither the Administrative Agent nor any other Secured Party shall have any obligation or liability under any contracts, agreements and other documents included in the Pledged Collateral by reason of this Agreement, nor shall the Administrative Agent or any other Secured Party be obligated to perform any of the obligations or duties of any Pledgor thereunder or to take any action to collect or enforce any such contract, agreement or other document included in
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the Pledged Collateral hereunder. The obligations of each Pledgor contained in this Section 11.13 shall survive the termination hereof and the discharge of such Pledgors other obligations under this Agreement, the Credit Agreement and the other Loan Documents.
SECTION 11.14. Obligations Absolute. All obligations of each Pledgor hereunder shall be absolute and unconditional irrespective of:
(i) any bankruptcy, insolvency, reorganization, arrangement, readjustment, composition, liquidation or the like of any other Pledgor;
(ii) any lack of validity or enforceability of the Credit Agreement, any Secured Hedge Agreement, any Secured Cash Management Agreement or any other Loan Document, or any other agreement or instrument relating thereto;
(iii) any change in the time, manner or place of payment of, or in any other term of, all or any of the Obligations, or any other amendment or waiver of or any consent to any departure from the Credit Agreement, any Secured Hedge Agreement, any Secured Cash Management Agreement or any other Loan Document or any other agreement or instrument relating thereto;
(iv) any pledge, exchange, release or non-perfection of any other collateral, or any release or amendment or waiver of or consent to any departure from any guarantee, for all or any of the Obligations;
(v) any exercise, non-exercise or waiver of any right, remedy, power or privilege under or in respect hereof, the Credit Agreement, any Secured Hedge Agreement, any Secured Cash Management Agreement or any other Loan Document except as specifically set forth in a waiver granted pursuant to the provisions of Section 11.5 hereof; or
(vi) any other circumstances which might otherwise constitute a defense available to, or a discharge of, any Pledgor.
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IN WITNESS WHEREOF, each Pledgor and the Administrative Agent have caused this Agreement to be duly executed and delivered by their duly authorized officers as of the date first above written.
GENTIVA HEALTH SERVICES, INC., | ||||
as a Pledgor | ||||
By: | /s/ Tony Strange | |||
Name: | Tony Strange | |||
Title: | Chief Executive Officer and President | |||
[SIGNATURES TO BE UPDATED TO REFLECT EXECUTION BY ACQUIRED SUBS IMMEDIATELY POST CLOSING BY JOINDER] | ||||
ACCESS HOME HEALTH OF FLORIDA, LLC | ||||
CAPITAL CARE RESOURCES, LLC | ||||
CAPITAL CARE RESOURCES OF SOUTH CAROLINA, LLC | ||||
CAPITAL HEALTH MANAGEMENT GROUP, LLC | ||||
CHATTAHOOCHEE VALLEY HOME CARE SERVICES, LLC | ||||
CHATTAHOOCHEE VALLEY HOME HEALTH, LLC | ||||
CHMG ACQUISITION LLC | ||||
CHMG OF ATLANTA, LLC | ||||
CHMG OF GRIFFIN, LLC | ||||
EASTERN CAROLINA HOME HEALTH AGENCY, LLC | ||||
FHI GP, INC. | ||||
FHI HEALTH SYSTEMS, INC. | ||||
FHI LP, INC. | ||||
GENTIVA CERTIFIED HEALTHCARE CORP. | ||||
GENTIVA HEALTH SERVICES (CERTIFIED), INC. | ||||
GENTIVA HEALTH SERVICES HOLDING CORP. | ||||
GENTIVA HEALTH SERVICES (USA) LLC | ||||
GENTIVA REHAB WITHOUT WALLS, LLC | ||||
GENTIVA SERVICES OF NEW YORK, INC. | ||||
GILBERTS HOME HEALTH AGENCY, INC. each as a Pledgor |
S-1
By: | /s/ Tony Strange | |||
Name: | Tony Strange | |||
Title: | Chief Executive Officer and President |
S-2
GILBERTS HOSPICE CARE, LLC | ||||
GILBERTS HOSPICE CARE OF MISSISSIPPI, LLC | ||||
HEALTHFIELD HOME HEALTH, LLC | ||||
HEALTHFIELD HOSPICE SERVICES, LLC | ||||
HEALTHFIELD, LLC | ||||
HEALTHFIELD OF SOUTHWEST GEORGIA, LLC | ||||
HEALTHFIELD OF STATESBORO, LLC | ||||
HEALTHFIELD OF TENNESSEE, LLC | ||||
HEALTHFIELD OPERATING GROUP, LLC | ||||
HOME HEALTH CARE AFFILIATES, INC. | ||||
HOME HEALTH CARE AFFILIATES OF CENTRAL MISSISSIPPI, L.L.C. | ||||
HOME HEALTH CARE AFFILIATES OF MISSISSIPPI, INC. | ||||
HOME HEALTH CARE OF CARTERET COUNTY, LLC | ||||
HORIZON HEALTH NETWORK LLC | ||||
JAVELIN HEALTHCARE HOLDINGS, LLC | ||||
JAVELIN MERGER SUB, INC. | ||||
MID-SOUTH HOME CARE SERVICES, LLC | ||||
MID-SOUTH HOME HEALTH AGENCY, LLC | ||||
MID-SOUTH HOME HEALTH, LLC | ||||
MID-SOUTH HOME HEALTH OF GADSDEN, LLC | ||||
NEW YORK HEALTHCARE SERVICES, INC. | ||||
ODYSSEY HEALTHCARE AUSTIN, LLC | ||||
ODYSSEY HEALTHCARE DETROIT, LLC | ||||
ODYSSEY HEALTHCARE FORT WORTH, LLC | ||||
ODYSSEY HEALTHCARE GP, LLC | ||||
ODYSSEY HEALTHCARE HOLDING COMPANY | ||||
ODYSSEY HEALTHCARE, INC. | ||||
ODYSSEY HEALTHCARE LP, LLC | ||||
ODYSSEY HEALTHCARE OF AUGUSTA, LLC | ||||
ODYSSEY HEALTHCARE OF FLINT, LLC | ||||
ODYSSEY HEALTHCARE OF MARION COUNTY, LLC each as a Pledgor | ||||
By: | /s/ Tony Strange | |||
Name: | Tony Strange | |||
Title: | Chief Executive Officer and President |
S-3
ODYSSEY HEALTHCARE OF SAVANNAH, LLC | ||||
ODYSSEY HEALTHCARE OF ST. LOUIS, LLC | ||||
OHS SERVICE CORP. | ||||
PHHC ACQUISITION CORP. | ||||
QC-MEDI NEW YORK, INC. | ||||
QUALITY CARE-USA, INC. | ||||
TAR HEEL HEALTH CARE SERVICES, LLC | ||||
TOTAL CARE HOME HEALTH OF LOUISBURG, LLC | ||||
TOTAL CARE HOME HEALTH OF NORTH CAROLINA, LLC | ||||
TOTAL CARE HOME HEALTH OF SOUTH CAROLINA, LLC | ||||
VAN WINKLE HOME HEALTH CARE, INC. | ||||
VISTACARE, LLC | ||||
VISTACARE OF BOSTON, LLC | ||||
VISTACARE USA, LLC | ||||
VISTA HOSPICE CARE, LLC | ||||
WIREGRASS HOSPICE CARE, LLC | ||||
WIREGRASS HOSPICE LLC | ||||
WIREGRASS HOSPICE OF SOUTH CAROLINA, LLC | ||||
ABC HOSPICE, LLC | ||||
ALPINE HOME HEALTH CARE, LLC | ||||
ALPINE HOME HEALTH II, INC. | ||||
ALPINE HOME HEALTH, INC. | ||||
ALPINE RESOURCE GROUP, INC. | ||||
AMERICAN HOMECARE MANAGEMENT CORP. | ||||
AMERICAN HOSPICE, INC. | ||||
ASIAN AMERICAN HOME CARE, INC. | ||||
BETHANY HOSPICE, LLC | ||||
CALIFORNIA HOSPICE, LLC | ||||
CHAPARRAL HOSPICE, INC. | ||||
COLORADO HOSPICE, L.L.C. each as a Pledgor | ||||
By: | /s/ Tony Strange | |||
Name: | Tony Strange | |||
Title: | Chief Executive Officer and President |
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FAITH HOME HEALTH AND HOSPICE, LLC | ||||
FAITH IN HOME SERVICES, L.L.C. | ||||
FIRST HOME HEALTH, INC. | ||||
GEORGIA HOSPICE, LLC | ||||
GIRLING HEALTH CARE SERVICES OF KNOXVILLE, INC. | ||||
GIRLING HEALTH CARE, INC. | ||||
HARDEN CLINICAL SERVICES, LLC | ||||
HARDEN HC TEXAS HOLDCO, LLC | ||||
HARDEN HEALTHCARE HOLDINGS, INC. | ||||
HARDEN HEALTHCARE SERVICES, LLC | ||||
HARDEN HEALTHCARE, LLC | ||||
HARDEN HOME HEALTH, LLC | ||||
HARDEN HOME OPTION, LLC | ||||
HARDEN HOSPICE, LLC | ||||
HAWKEYE HEALTH SERVICES, INC. | ||||
HOMECARE PLUS, INC. | ||||
HORIZON HEALTH CARE SERVICES, INC. | ||||
HOSPICE CARE OF KANSAS AND MISSOURI, L.L.C. | ||||
HOSPICE CARE OF KANSAS, L.L.C. | ||||
HOSPICE CARE OF THE MIDWEST, L.L.C. | ||||
IOWA HOSPICE, L.L.C. | ||||
ISIDORAS HEALTH CARE, INC. | ||||
LAKES HOSPICE, L.L.C. | ||||
LIGHTHOUSE HOSPICE COASTAL BEND, LLC | ||||
LIGHTHOUSE HOSPICE METROPLEX, LLC | ||||
LIGHTHOUSE HOSPICE SAN ANTONIO, LLC | ||||
LIGHTHOUSE HOSPICE MANAGEMENT, LLC | ||||
LIGHTHOUSE HOSPICE PARTNERS, LLC | ||||
MISSOURI HOME CARE OF ROLLA, INC. | ||||
NURSING CARE - HOME HEALTH AGENCY, INC. each as a Pledgor | ||||
By: | /s/ Tony Strange | |||
Name: | Tony Strange | |||
Title: | Chief Executive Officer and President |
S-5
OMEGA HOSPICE, LLC | ||||
SATURDAY PARTNERS, LLC | ||||
THE AMERICAN HEARTLAND HOSPICE CORP. | ||||
THE HOME OPTION, LLC | ||||
THE HOME TEAM OF KANSAS, LLC | ||||
VOYAGER HOME HEALTH, INC. | ||||
VOYAGER HOSPICECARE, INC. | ||||
WE CARE HOME HEALTH SERVICES, INC. each as a Pledgor | ||||
By: | /s/ Tony Strange | |||
Name: | Tony Strange | |||
Title: | Chief Executive Officer and President | |||
FAMILY HOSPICE, LTD. | ||||
FHI MANAGEMENT, LTD. each as a Pledgor | ||||
By: | FHI GP, Inc., its general partner | |||
By: | /s/ Tony Strange | |||
Name: | Tony Strange | |||
Title: | Chief Executive Officer and President | |||
ODYSSEY HEALTHCARE OPERATING A, LP | ||||
ODYSSEY HEALTHCARE MANAGEMENT, LP | ||||
ODYSSEY HEALTHCARE OPERATING B, LP each as a Pledgor | ||||
By: | Odyssey Healthcare GP, LLC, its general partner | |||
By: | /s/ Tony Strange | |||
Name: | Tony Strange | |||
Title: | Chief Executive Officer and President |
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VOYAGER ACQUISITION, L.P. | ||||
as a Pledgor | ||||
By: | American Hospice, Inc., its general partner | |||
By: | /s/ TonyStrange | |||
Name: | Tony Strange | |||
Title: | Chief Executive Officer and President |
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BARCLAYS BANK PLC, | ||||
as Administrative Agent | ||||
By: | /s/ Diane Rolfe | |||
Name: | Diane Rolfe | |||
Title: | Director |
S-8
EXHIBIT 1
[Form of]
ISSUERS ACKNOWLEDGMENT
The undersigned hereby (i) acknowledges receipt of the Security Agreement (as amended, amended and restated, supplemented or otherwise modified from time to time, the Security Agreement; capitalized terms used but not otherwise defined herein shall have the meanings assigned to such terms in the Security Agreement), dated as of [ ], 2013, made by GENTIVA HEALTH SERVICES, INC., a Delaware corporation (the Borrower), the Guarantors party thereto and BARCLAYS BANK PLC, as administrative agent (in such capacity and together with any successors in such capacity, the Administrative Agent), (ii) agrees promptly to note on its books the security interests granted to the Administrative Agent and confirmed under the Security Agreement, (iii) agrees that, upon the occurrence and during the continuation of an Event of Default, it will comply with instructions of the Administrative Agent with respect to the applicable Securities Collateral (including all Equity Interests of the undersigned) without further consent by the applicable Pledgor and (iv) agrees to notify the Administrative Agent upon obtaining knowledge of any interest in favor of any person in the applicable Securities Collateral that is adverse to the interest of the Administrative Agent therein.
[ ] | ||
By: |
| |
Name: | ||
Title: |
EXHIBIT 2
[Form of]
SECURITIES PLEDGE AMENDMENT
This Securities Pledge Amendment, dated as of [ ], is delivered pursuant to Section 5.1 of the Security Agreement (as amended, amended and restated, supplemented or otherwise modified from time to time, the Security Agreement; capitalized terms used but not otherwise defined herein shall have the meanings assigned to such terms in the Security Agreement), dated as of [ ], 2013, made by GENTIVA HEALTH SERVICES, INC., a Delaware corporation (the Borrower), the Guarantors party thereto and BARCLAYS BANK PLC, as administrative agent (in such capacity and together with any successors in such capacity, the Administrative Agent). The undersigned hereby agrees that this Securities Pledge Amendment may be attached to the Security Agreement and that the Pledged Securities and/or Intercompany Notes listed on this Securities Pledge Amendment shall be deemed to be and shall become part of the Pledged Collateral and shall secure all Obligations.
PLEDGED SECURITIES
ISSUER | CLASS OF STOCK OR INTERESTS |
PAR VALUE |
CERTIFICATE NO(S). |
NUMBER OF SHARES OR INTERESTS |
PERCENTAGE OF ALL ISSUED CAPITAL OR OTHER EQUITY INTERESTS OF ISSUER | |||||
INTERCOMPANY NOTES
ISSUER | PRINCIPAL AMOUNT |
DATE OF ISSUANCE |
INTEREST RATE |
MATURITY DATE | ||||
[ ], | ||
as Pledgor | ||
By: |
| |
Name: | ||
Title: |
AGREED TO AND ACCEPTED: | ||
BARCLAYS BANK PLC, | ||
as Administrative Agent | ||
By: |
| |
Name: | ||
Title: |
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EXHIBIT 3
[Form of]
COPYRIGHT SECURITY AGREEMENT
Copyright Security Agreement, dated as of [ ], by [ ] and [ ] (individually, a Pledgor, and, collectively, the Pledgors), in favor of BARCLAYS BANK PLC, in its capacity as administrative agent pursuant to the Credit Agreement (in such capacity, the Administrative Agent).
W I T N E S S E T H:
WHEREAS, the Pledgors are party to a Security Agreement of even date herewith (as amended, amended and restated, supplemented or otherwise modified from time to time, the Security Agreement) in favor of the Administrative Agent pursuant to which the Pledgors are required to execute and deliver this Copyright Security Agreement;
NOW, THEREFORE, in consideration of the premises and to induce the Administrative Agent, for the benefit of the Secured Parties, to enter into the Credit Agreement, the Pledgors hereby agree with the Administrative Agent as follows:
SECTION 1. Defined Terms. Unless otherwise defined herein, terms defined in the Security Agreement and used herein have the meaning given to them in the Security Agreement.
SECTION 2. Grant of Security Interest in Copyright Collateral. Each Pledgor hereby pledges and grants to the Administrative Agent for the benefit of the Secured Parties a lien on and security interest in and to all of its right, title and interest in, to and under all the following Pledged Collateral of such Pledgor:
(a) Copyrights of such Pledgor listed on Schedule I1 attached hereto; and
(b) all Proceeds of any and all of the foregoing (other than Excluded Property).
1 | Should include same Copyrights listed on Schedule 11(b) of the Perfection Certificate. |
SECTION 3. Security Agreement. The security interest granted pursuant to this Copyright Security Agreement is granted in conjunction with the security interest granted to the Administrative Agent pursuant to the Security Agreement and Pledgors hereby acknowledge and affirm that the rights and remedies of the Administrative Agent with respect to the security interest in the Copyrights made and granted hereby are more fully set forth in the Security Agreement, the terms and provisions of which are incorporated by reference herein as if fully set forth herein. In the event that any provision of this Copyright Security Agreement is deemed to conflict with the Security Agreement, the provisions of the Security Agreement shall control unless the Administrative Agent shall otherwise determine.
SECTION 4. Termination. Upon the payment in full of the Obligations and termination of the Security Agreement, the Administrative Agent shall promptly execute, acknowledge, and deliver to the Pledgors an instrument in writing in recordable form releasing the collateral pledge, grant, assignment, lien and security interest in the Copyrights under this Copyright Security Agreement.
SECTION 5. Counterparts. This Copyright Security Agreement may be executed in any number of counterparts, all of which shall constitute one and the same instrument, and any party hereto may execute this Copyright Security Agreement by signing and delivering one or more counterparts.
SECTION 6. Governing Law. This Copyright Security Agreement and the transactions contemplated hereby, and all disputes between the parties under or relating to this Copyright Security Agreement or the facts or circumstances leading to its execution, whether in contract, tort or otherwise, shall be construed in accordance with and governed by the laws (including statutes of limitation) of the State of New York, without regard to conflicts of law principles that would require the application of the laws of another jurisdiction.
[signature page follows]
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IN WITNESS WHEREOF, each Pledgor has caused this Copyright Security Agreement to be executed and delivered by its duly authorized officer as of the date first set forth above.
Very truly yours, | ||
[PLEDGORS] | ||
By: |
| |
Name: | ||
Title: |
Accepted and Agreed: | ||
BARCLAYS BANK PLC, as Administrative Agent | ||
By: |
| |
Name: | ||
Title: |
-3-
SCHEDULE I
to
COPYRIGHT SECURITY AGREEMENT
COPYRIGHT REGISTRATIONS AND COPYRIGHT APPLICATIONS
Copyright Registrations:
OWNER |
REGISTRATION NUMBER |
TITLE | ||
Copyright Applications:
OWNER |
TITLE | |
-4-
EXHIBIT 4
[Form of]
PATENT SECURITY AGREEMENT
Patent Security Agreement, dated as of [ ], by [ ] and [ ] (individually, a Pledgor, and, collectively, the Pledgors), in favor of BARCLAYS BANK PLC, in its capacity as administrative agent pursuant to the Credit Agreement (in such capacity, the Administrative Agent).
W I T N E S S E T H:
WHEREAS, the Pledgors are party to a Security Agreement of even date herewith (as amended, amended and restated, supplemented or otherwise modified from time to time, the Security Agreement) in favor of the Administrative Agent pursuant to which the Pledgors are required to execute and deliver this Patent Security Agreement;
NOW, THEREFORE, in consideration of the premises and to induce the Administrative Agent, for the benefit of the Secured Parties, to enter into the Credit Agreement, the Pledgors hereby agree with the Administrative Agent as follows:
SECTION 1. Defined Terms. Unless otherwise defined herein, terms defined in the Security Agreement and used herein have the meaning given to them in the Security Agreement.
SECTION 2. Grant of Security Interest in Patent Collateral. Each Pledgor hereby pledges and grants to the Administrative Agent for the benefit of the Secured Parties a lien on and security interest in and to all of its right, title and interest in, to and under all the following Pledged Collateral of such Pledgor:
(a) Patents of such Pledgor listed on Schedule I2 attached hereto; and
(b) all Proceeds of any and all of the foregoing (other than Excluded Property).
2 | Should include same Patents listed on Schedule 11(a) of the Perfection Certificate. |
SECTION 3. Security Agreement. The security interest granted pursuant to this Patent Security Agreement is granted in conjunction with the security interest granted to the Administrative Agent pursuant to the Security Agreement and Pledgors hereby acknowledge and affirm that the rights and remedies of the Administrative Agent with respect to the security interest in the Patents made and granted hereby are more fully set forth in the Security Agreement, the terms and provisions of which are incorporated by reference herein as if fully set forth herein. In the event that any provision of this Patent Security Agreement is deemed to conflict with the Security Agreement, the provisions of the Security Agreement shall control unless the Administrative Agent shall otherwise determine.
SECTION 4. Termination. Upon the payment in full of the Obligations and termination of the Security Agreement, the Administrative Agent shall promptly execute, acknowledge, and deliver to the Pledgors an instrument in writing in recordable form releasing the collateral pledge, grant, assignment, lien and security interest in the Patents under this Patent Security Agreement.
SECTION 5. Counterparts. This Patent Security Agreement may be executed in any number of counterparts, all of which shall constitute one and the same instrument, and any party hereto may execute this Patent Security Agreement by signing and delivering one or more counterparts.
SECTION 6. Governing Law. This Patent Security Agreement and the transactions contemplated hereby, and all disputes between the parties under or relating to this Patent Security Agreement or the facts or circumstances leading to its execution, whether in contract, tort or otherwise, shall be construed in accordance with and governed by the laws (including statutes of limitation) of the State of New York, without regard to conflicts of law principles that would require the application of the laws of another jurisdiction.
[signature page follows]
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IN WITNESS WHEREOF, each Pledgor has caused this Patent Security Agreement to be executed and delivered by its duly authorized officer as of the date first set forth above.
Very truly yours, | ||
[PLEDGORS] | ||
By: |
| |
Name: | ||
Title: |
Accepted and Agreed: | ||
BARCLAYS BANK PLC, as Administrative Agent | ||
By: |
| |
Name: | ||
Title: |
-3-
SCHEDULE I
to
PATENT SECURITY AGREEMENT
PATENT REGISTRATIONS AND PATENT APPLICATIONS
Patent Registrations:
OWNER |
REGISTRATION NUMBER |
NAME | ||
Patent Applications:
OWNER |
APPLICATION NUMBER |
NAME | ||
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EXHIBIT 5
[Form of]
TRADEMARK SECURITY AGREEMENT
Trademark Security Agreement, dated as of [ ], by [ ] and [ ] (individually, a Pledgor, and, collectively, the Pledgors), in favor of BARCLAYS BANK PLC, in its capacity as administrative agent pursuant to the Credit Agreement (in such capacity, the Administrative Agent).
W I T N E S S E T H:
WHEREAS, the Pledgors are party to a Security Agreement of even date herewith (as amended, amended and restated, supplemented or otherwise modified from time to time, the Security Agreement) in favor of the Administrative Agent pursuant to which the Pledgors are required to execute and deliver this Trademark Security Agreement;
NOW, THEREFORE, in consideration of the premises and to induce the Administrative Agent, for the benefit of the Secured Parties, to enter into the Credit Agreement, the Pledgors hereby agree with the Administrative Agent as follows:
SECTION 1. Defined Terms. Unless otherwise defined herein, terms defined in the Security Agreement and used herein have the meaning given to them in the Security Agreement.
SECTION 2. Grant of Security Interest in Trademark Collateral. Each Pledgor hereby pledges and grants to the Administrative Agent for the benefit of the Secured Parties a lien on and security interest in and to all of its right, title and interest in, to and under all the following Pledged Collateral of such Pledgor:
(a) Trademarks of such Pledgor listed on Schedule I3 attached hereto;
(b) all Goodwill associated with such Trademarks; and
(c) all Proceeds of any and all of the foregoing (other than Excluded Property).
3 | Should include same Trademarks listed on Schedule 11(a) of the Perfection Certificate. |
SECTION 3. Security Agreement. The security interest granted pursuant to this Trademark Security Agreement is granted in conjunction with the security interest granted to the Administrative Agent pursuant to the Security Agreement and Pledgors hereby acknowledge and affirm that the rights and remedies of the Administrative Agent with respect to the security interest in the Trademarks made and granted hereby are more fully set forth in the Security Agreement, the terms and provisions of which are incorporated by reference herein as if fully set forth herein. In the event that any provision of this Trademark Security Agreement is deemed to conflict with the Security Agreement, the provisions of the Security Agreement shall control unless the Administrative Agent shall otherwise determine.
SECTION 4. Termination. Upon the payment in full of the Obligations and termination of the Security Agreement, the Administrative Agent shall promptly execute, acknowledge, and deliver to the Pledgors an instrument in writing in recordable form releasing the collateral pledge, grant, assignment, lien and security interest in the Trademarks under this Trademark Security Agreement.
SECTION 5. Counterparts. This Trademark Security Agreement may be executed in any number of counterparts, all of which shall constitute one and the same instrument, and any party hereto may execute this Trademark Security Agreement by signing and delivering one or more counterparts.
SECTION 6. Governing Law. This Trademark Security Agreement and the transactions contemplated hereby, and all disputes between the parties under or relating to this Trademark Security Agreement or the facts or circumstances leading to its execution, whether in contract, tort or otherwise, shall be construed in accordance with and governed by the laws (including statutes of limitation) of the State of New York, without regard to conflicts of law principles that would require the application of the laws of another jurisdiction.
[signature page follows]
-2-
IN WITNESS WHEREOF, each Pledgor has caused this Trademark Security Agreement to be executed and delivered by its duly authorized officer as of the date first set forth above.
Very truly yours, | ||
[PLEDGORS] | ||
By: |
| |
Name: | ||
Title: |
Accepted and Agreed: | ||
BARCLAYS BANK PLC, as Administrative Agent | ||
By: |
| |
Name: | ||
Title: |
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SCHEDULE I
to
TRADEMARK SECURITY AGREEMENT
TRADEMARK REGISTRATIONS AND TRADEMARK APPLICATIONS
Trademark Registrations:
OWNER |
REGISTRATION NUMBER |
TRADEMARK | ||
Trademark Applications:
OWNER |
APPLICATION NUMBER |
TRADEMARK | ||
-4-
Exhibit 10.5
EXECUTION VERSION
CONSULTING AGREEMENT
This CONSULTING AGREEMENT (this Agreement) is made and entered into as of this 18th day of October, 2013 (the Effective Date), by and among Javelin Healthcare Holdings, LLC, a Delaware limited liability company and a wholly owned subsidiary of Parent (the Surviving Company), Gentiva Health Services, Inc., a Delaware corporation (Parent), and Capstar Partners, LLC, a Texas limited liability company (the Consultant).
RECITALS
WHEREAS, Parent, the Surviving Company, Harden Healthcare Holdings, Inc. (the Company) and certain other parties thereto have entered into that certain Agreement and Plan of Merger, dated September 18, 2013 (the Merger Agreement), whereby the Company will merge with and into the Surviving Company, with the Surviving Company surviving the merger (the Transaction);
WHEREAS, the Consultant has substantial experience and expertise in respect of the business carried on by the Company and, as such, the Surviving Company desires that the Consultant provide certain transitional consulting services to the Surviving Company on an as needed basis so that the Surviving Company can avail itself of the experience, advice and assistance of the Consultant; and
WHEREAS, the Surviving Company and the Consultant desire to set out the terms and conditions pursuant to which the Surviving Company shall engage the services of the Consultant.
NOW, THEREFORE, in consideration of the foregoing and the mutual representations, warranties, covenants and agreements contained in this Agreement, and intending to be legally bound, the parties agree as follows:
ARTICLE 1
DEFINITIONS
1.1 | Definitions |
In this Agreement, unless otherwise indicated herein, the following terms shall have the meanings set forth below:
(a) Affiliate means, with respect to any Person, any other Person that directly or indirectly, is in control of, is controlled by, or is under common control with, such first Person. For purposes of this definition, control and controlled (including, with its correlative meanings, controlled by and under common control with) with respect to a Person means the power, directly or indirectly, either to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities or equity interests, by contract or otherwise.
(b) Business means, collectively, the businesses of the Company and its direct and indirect subsidiaries to provide post-acute healthcare services, including home healthcare, hospice care, community care, private duty and other clinical services (but excluding the Long-Term Care Business and the Girling New York Business).
(c) Confidential Information means any information with respect to the Business, including, without limitation, methods of operation, customer or client lists, products, prices, fees, costs, inventions, trade secrets, know-how, marketing methods, plans, personnel, suppliers, competitors, markets or other specialized information or proprietary matters or records, in any form or format; provided, however, that the phrase Confidential Information shall not include information which:
(i) | is generally available to the public as of the date of this Agreement; |
(ii) | becomes generally available to the public other than as a result of a disclosure not otherwise permissible hereunder; or |
(iii) | is independently developed or created by Consultant after the date of this Agreement without Confidential Information. |
(d) Girling New York Business shall have the meaning set forth in the Merger Agreement.
(e) Long-Term Care Business shall have the meaning set forth in the Merger Agreement.
(f) Person means an individual, a corporation, a limited liability company, a partnership, an association, a trust or any other entity.
(g) Services shall have the meaning set forth in Section 2.2.
(h) Term shall have the meaning set forth in Section 4.1.
ARTICLE 2
SERVICES
2.1 | Engagement. |
Subject to any other provisions of this Agreement, the Surviving Company hereby engages the Consultant as an independent contractor to provide to the Surviving Company the Services, and the Consultant hereby agrees to provide the Services during the Term of this Agreement.
2.2 | Services. |
The Consultant shall provide advice and assistance to the Surviving Company and its Affiliates with respect to certain transitional, strategic or commercial matters following completion of the Transaction, including assistance with the development and maintenance of relationships with key customers and third party payors, and any other services as may appear to the Surviving Company from time to time to be necessary or appropriate in connection with the
2
foregoing and that the Consultant agrees to provide (collectively, the Services). The Consultant shall not be required to incur any travel expenses (e.g., expenses for airfare, lodging, meals, transportation) in performing the Services. Further, Consultant shall not be required to perform any Services that would require the Consultant to pay any taxes in any jurisdiction other than taxes owed to the State of Texas (or any jurisdiction within the State of Texas), if any, and the United States of America.
2.3 | Performance Standard. |
The Consultant shall provide the Services in a faithful, diligent, honest and professional manner and in compliance with all applicable laws. Without limiting the generality of the foregoing, the Consultant shall exercise all the skill, care and diligence to be expected of a qualified and competent person experienced in providing services similar to the Services.
2.4 | Relationship. |
The relationship between the Surviving Company and the Consultant shall be that of independent contractor, and nothing herein shall constitute the Consultant as an employee, partner or agent of Parent, the Surviving Company or their respective Affiliates. The Consultant will not represent to third parties that Consultant is an employee or agent of the Surviving Company or its Affiliates in the provision of Services under this Agreement. The Consultant shall not have the authority to act on behalf of the Surviving Company or its Affiliates or to bind the Surviving Company or any Affiliate to any obligations or liabilities. The Consultant shall be solely responsible for determining the means and methods of performing the Services within the overall standards, results and policies reasonably established by the Surviving Company. The Consultant is under no obligation to provide the Services during any particular period of hours, days or weeks, or for any particular number of hours a day, or for any particular number of days a week. The Consultants Services shall be provided on a non-exclusive basis, and the Consultant retains the right to provide services to others or engage in other activities during the Term, provided that the Consultant does not breach any other provision of this Agreement.
ARTICLE 3
REMUNERATION
3.1 | Remuneration. |
(a) As used in this Section 3.1, the following capitalized terms shall have the meanings set forth below:
(i) Community Care Rate means the average of the CBA Rate and the PHC Rate for a given Measurement Period. In the event that the CBA Rate or the PHC Rate changes during a Measurement Period, the weighted average of the CBA Rate or PHC Rate (as applicable) for such Measurement Period (based on the number of days elapsed during the year before and after the change) shall be used in the calculation of the Community Care Rate.
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(ii) Base Community Care Rate means $10.94, which is the average of the CBA Rate and the PHC Rate as of the date of this Agreement.
(iii) CBA Rate means the Texas Medicaid Community Based Alternatives Total Rate for Personal Assistance Services for Nonparticipants as published by the Texas Health and Human Services Commission, which, as of the date of this Agreement, is $11.20.
(iv) PHC Rate means the Texas Medicaid Primary Home Care Total Rate for Non-Priority Services for Nonparticipants as published by the Texas Health and Human Services Commission, which, as of the date of this Agreement, is $10.69.
(v) Measurement Period means the one year period beginning January 1 each year, with the first Measurement Period beginning January 1, 2014. For example, the first Measurement Period shall be the period from January 1, 2014 to December 31, 2014 and the second Measurement Period shall be the period from January 1, 2015 to December 31, 2015.
(vi) Community Care Payment means, with respect to a Measurement Period, (A) in the event that the Community Care Rate during such Measurement Period is greater than or equal to one hundred percent (100%) of the Base Community Care Rate, an amount equal to $1,000,000; and (B) in the event that the Community Care Rate during such Measurement Period is less than one hundred percent (100%) of the Base Community Care Rate, an amount equal to zero.
(b) In consideration of the Services rendered hereunder, no later than March 31 of the year following each of the first five (5) Measurement Periods, Parent and the Surviving Company shall pay, or cause to be paid, to the Consultant, the Community Care Payment, if any, applicable for such Measurement Period. In no event shall the consideration exceed an aggregate of $5,000,000, nor $1,000,000 with respect to any of such Measurement Periods. Any consideration not earned with respect to any of such five (5) Measurement Periods shall not be payable with respect to any other Measurement Period. All such payments are collectively referred to herein as the Consulting Fee. Parent and the Surviving Company shall also reimburse the Consultant, no less frequently than monthly, for any reasonable out-of-pocket expenses incurred by the Consultant in connection with performing the Services (such expenses to be evidenced by such documentation as Parent and the Surviving Company shall reasonably require).
(c) In the event that Parent and the Surviving Company fail to pay any portion of the Consulting Fee within thirty (30) days of the date such payment becomes due hereunder, (i) interest thereon shall accrue at an annual rate of twelve percent (12%), simple interest, from such thirtieth (30th) day following the due date until the time such payment is made, and (ii) the Consultant shall be entitled to terminate this Agreement pursuant to Section 4.2(a)(i) and the restrictive covenants in Article V shall be of no further force and effect.
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3.2 | Deductions. |
This Agreement shall not create any partnership, joint venture, employer/employee, principal/agent or any other relationship between the parties except that of independent contractor. Accordingly, the Surviving Company and the Consultant agree that the Surviving Company has no liability for or responsibility to make deductions for, or to pay, benefits, health, welfare and pension costs, withholdings for income taxes, employment insurance premiums, Workers Compensation premiums, payroll taxes, disability insurance premiums or any other similar charges for or on behalf of the Consultant with respect to the payment for the Services. Based on such agreement, the Consultant will account to the appropriate authorities for all such amounts and any other similar liabilities, charges and duties.
ARTICLE 4
TERM & TERMINATION
4.1 | Term. |
This Agreement shall be effective from the Effective Date and shall remain in effect until December 31, 2018, unless earlier terminated in accordance with Section 4.2 (the Term).
4.2 | Termination. |
(a) This Agreement and the relationship created hereunder may be terminated by the Consultant or the Surviving Company, as the case may be, as follows:
(i) Either party may terminate this Agreement upon the material breach or default by the other party of any provision of this Agreement, provided that (except as provided in Section 3.1(c)) such breach is not cured in all material respects within sixty (60) days after the party alleging the breach gives written notice thereof.
(ii) This Agreement will automatically terminate if Consultant voluntarily files a petition in bankruptcy or makes an assignment for the benefit of creditors or otherwise seeks relief from creditors under any Federal or state bankruptcy, insolvency, reorganization or moratorium statute, or Consultant is the subject of an involuntary petition in bankruptcy which is not set aside within thirty (30) days of its filing;.
(iii) If, after the date of this Agreement, there shall be any judicial, legislative, or administrative action, interpretation, enforcement, promulgation, decree, order, judgment, law, ruling or regulation that would prohibit or substantially impair the performance of any material term of this Agreement by any party, then the parties shall negotiate in good faith to amend this Agreement as necessary to avoid such prohibition, impairment, or effect. If, having acted in good faith, the parties are unable to reach such an agreement within thirty (30) days following the receipt of written notice of the need for such an amendment by one party from the other, either party may immediately terminate the Agreement.
(b) In the event this Agreement is terminated by the Surviving Company pursuant to Section 4.2(a)(i), the Consultant will be paid a portion of the Consulting Fee, prorated based on
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the number of full months during which the Services were provided prior to the termination of the Agreement (and with the Measurement Period deemed to be the period of such months), less any amounts already paid hereunder prior to the termination of the Agreement, together with reimbursement of expenses (to the extent incurred prior to the termination of this Agreement) as provided in Section 3.1(b). No further payments will be made to or for the Consultant with respect to the termination of this Agreement and the Services contemplated hereunder
(c) In the event this Agreement is terminated (i) by the Consultant pursuant to Section 4.2(a)(i) or (ii) pursuant to Section 4.2(a)(ii)-(iii), then no later than thirty (30) days following the date of such termination, the Surviving Company will pay the Consultant a lump sum amount equal to the remainder of the Consulting Fee owing to the Consultant, less any amounts already paid hereunder prior to the termination of the Agreement, together with reimbursement of expenses (to the extent incurred prior to the termination) as provided in Section 3.1(b). For the purposes of calculating such lump sum payment, the Community Care Payment with respect to each partial or full Measurement Period remaining in the Term shall be deemed to be $1,000,000.
ARTICLE 5
RESTRICTIVE COVENANTS
5.1 | Non-Disclosure |
(a) Each of the Consultant, Parent and the Surviving Company agrees that due to the nature of the Consultants association with Company and its subsidiaries, the Consultant has, and will continue to receive, Confidential Information. The Consultant acknowledges that such Confidential Information is specialized, unique in nature and of great value to Parent, the Surviving Company and their respective Affiliates and that such information gives Parent, the Surviving Company and their respective Affiliates a competitive advantage. Furthermore, the Consultant further acknowledges and agrees that the disclosure of such confidential information to others or the unauthorized use of such information by the Consultant or others would cause substantial loss and harm to Parent and/or the Surviving Company.
(b) During the Term of this Agreement (the Restricted Period), the Consultant shall not, directly or indirectly, disclose, reveal, divulge or communicate to any Person (other than authorized officers, directors and employees of Parent, the Surviving Company and their respective Affiliates) or use or otherwise exploit for his own benefit or for the benefit of any Person other than Parent, the Surviving Company and their Affiliates, any Confidential Information. The Consultant shall not have any obligation to keep confidential any Confidential Information if and to the extent disclosure thereof is specifically required by applicable law; provided, however that in the event disclosure is required by applicable law, the Consultant shall, to the extent reasonably possible, provide the Surviving Company with prompt notice of such requirement prior to making any disclosure so that the Surviving Company may seek an appropriate protective order. In the event that such protective order or other remedy is not obtained or the Parent (or Surviving Company) waives compliance with the provisions of this Section 5.1, the Consultant shall or shall cause the Person required to disclose such Confidential Information to use reasonable best efforts to furnish only that portion of the information that
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such Person is legally required, and, to the extent practicable, the Consultant shall exercise its reasonable best efforts to obtain reliable assurance that confidential treatment is accorded the Confidential Information so furnished.
5.2 | Non-Competition |
(a) Each of the Consultant, Parent and the Surviving Company further agree that the market for the Business is highly competitive.
(b) During the Restricted Period, the Consultant shall not, without the prior written consent of Parent or the Surviving Company, (i) directly or indirectly enter into or participate in the Business (the Restricted Business) in the regions currently served by the Business (the Restricted Business Region) or (ii) directly or indirectly (including, without limitation, through any Affiliate), own, manage, operate, control or otherwise engage or participate in, or be connected as an owner, stockholder, partner, principal, creditor, salesman, guarantor, contractor, advisor, member of the board of directors of, employee of or consultant in, any company or business, or any division, group, or other subset of any business engaging in a Restricted Business in the Restricted Business Region.
(c) Notwithstanding the foregoing provisions of Section 5.2(b) and the restrictions set forth therein, the Consultant or any of its Affiliates may (i) own securities in any publicly held corporation that is covered by the restrictions set forth in Section 5.2(b), but only to the extent that Consultant does not own, of record or beneficially, more than 5% of the outstanding beneficial ownership of such corporation, (ii) serving on the Board of Directors of any public company (provided the Consultant does not violate Section 5.2(c)(i)) or (iii) owning, managing, operating, controlling or otherwise participating in the Long Term Care Business and the Girling New York Business. For purposes of this Agreement, the term publicly traded shall mean traded on a recognized national exchange or quoted on NASDAQ. The Consultant shall not be deemed to own an interest in publicly traded stock if it is held in an account, such as a mutual fund account, over which the Consultant has no discretionary trading authority.
5.3 | Nonsolicitation of Employees |
To further protect the relationship and the future business expectations the Surviving Company, Parent and their respective Affiliates has developed with their respective Government Programs, Private Programs, patients and other customers or suppliers, during the Restricted Period, the Consultant shall not, directly or indirectly (including, but not limited to, through the Long-Term Care Business), without the prior written consent of Parent or the Surviving Company (which consent shall not be unreasonably withheld, conditioned or delayed), seek to employ any Person now employed by Company if such Person is then employed by Parent, the Surviving Company or any of their respective Affiliates, unless such employee (a) resigns voluntarily (without any solicitation from the Consultant) or is terminated by Parent, the Surviving Company or any of their respective Affiliates after the Closing Date, provided that the Consultant shall not employ such employee for nine months after such employees departure or termination, or (b) seeks employment in response to general advertising or third party employment agencies, provided that such general advertising was not directed to a specific employee or group of employees.
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5.4 | Nonsolicitation of Customers and Suppliers |
To further protect the relationship and the future business expectations Parent, the Surviving Company and/or any of their respective subsidiaries has developed with their respective Government Programs, Private Programs, patients and other customers or suppliers, during the Restricted Period, the Consultant shall not, directly or indirectly, without the prior written consent of Parent or the Surviving Company, solicit, including, without limitation, through third party brokers or agents induce, aid to induce or attempt to induce any such Government Programs, Private Programs, referral sources, patients and other customers or suppliers to cease doing business in whole or in part with the Surviving Company, Parent and their respective Affiliates with respect to the Restricted Business.
5.5 | Enforcement |
(a) The covenants and undertakings contained in this Article 5 relate to matters that are of a special, unique and extraordinary character and a violation of any of the terms of this Article 5 may cause irreparable injury to Parent and the Surviving Company, the amount of which will be impossible to estimate or determine and which cannot be adequately compensated. Accordingly, the remedy at law for any breach of this Article 5 is and will be inadequate. Therefore, in the event of a breach by the Consultant of the provisions of this Agreement, Parent, the Surviving Company, or any of their respective Affiliates shall be entitled to seek a temporary and permanent restraining order and injunction restraining the Consultant from the conduct that would constitute a breach of this Agreement. A bond of no more than $250 shall be required in connection with any such restraining order or injunction. Nothing herein contained shall be construed as prohibiting Parent, the Surviving Company or their respective Affiliates from pursuing any other remedies available to them for such breach or threatened breach, including, without limitation, the recovery of damages from the Consultant.
(b) The rights and remedies provided by this Article 5 are cumulative and in addition to any other rights and remedies which Parent and the Surviving Company may have hereunder or at law or in equity. The covenants and undertakings contained in this Article 5 shall survive the termination of this Agreement.
(c) The parties agree that, if any court of competent jurisdiction determines that a specified time period or any other relevant feature of this Article 5 is unreasonable, arbitrary or against public policy, then a lesser period of time or other relevant feature which is determined by such court to be reasonable, not arbitrary and not against public policy may be enforced against the applicable party.
(d) The parties acknowledge and agree that they have carefully read and considered the provisions of this Agreement and, having done so, agree that: (i) the restrictions contained in this Article 5 including, but not limited to, the scope of the restrictions, the time period of the restrictions, and the geographical areas of restriction, are reasonable and necessary in order to protect the goodwill and legitimate interests of Parent and Surviving Company and they are
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supported by adequate consideration; (ii) there was no bad faith in the negotiation of this Agreement; (iii) the Consultant has sufficient employment alternatives and sufficient assets such that the Consultant does not have to compete with Parent or the Surviving Company or impermissibly use the Confidential Information during or after termination of the Agreement or otherwise in order to earn a living such that the obligations and covenants described in this Agreement are reasonable; (iv) to the extent applicable, the non-competition provisions of this Agreement are ancillary to or part of an otherwise enforceable agreement as of the time this Agreement was made; and (v) the otherwise enforceable agreement to which the non-competition and non-solicitation provisions of this Agreement are ancillary includes, among others, the confidentiality covenants contained in this Agreement, which shall be deemed to be a separate otherwise enforceable agreement for purposes thereof. The Consultant also agrees that this Agreement is valid and enforceable against it in accordance with the terms hereof and specifically waives the right to any claim that such covenants are not enforceable under the laws of the State of Texas.
ARTICLE 6
MISCELLANEOUS
6.1 | Miscellaneous |
This Agreement constitutes the entire agreement between the parties with respect to the provision of Services hereunder. Except as provided herein, no party to this Agreement may assign, delegate or otherwise transfer any of its rights, obligations and responsibilities under this Agreement without the prior written consent of the other party, and any such purported transfer shall be null and void. This Agreement shall inure to the benefit of and shall be binding upon and enforceable by the parties hereto and their respective successors and permitted assigns. The waiver by any of the parties of any action, right or condition described in this Agreement, or of any breach of a provision of this Agreement, shall not constitute a waiver of any other occurrences of the same event unless in writing by the party purporting to give the same. This Agreement may not be modified or amended except by an instrument in writing signed by each of the parties. This Agreement and the rights and obligations of the parties hereto shall be governed by and construed in accordance with the laws of the State of Delaware applicable therein. None of the parties shall be liable to the other, whether in contract, tort or otherwise, for any special, indirect, incidental, consequential, punitive or exemplary or other similar type of damages whatsoever, including, but not limited to, diminution of value, loss of business opportunity or for any losses based on a multiple of value that in any way arise out of, or relate to, or are a consequence of, its performance or nonperformance under this Agreement, other than any of the foregoing types of damages that are required to be paid to a third party pursuant to a third party claim. This Agreement may be executed in counterparts each of which shall be deemed to be an original and both of which taken together shall constitute one and the same agreement. The Consultant acknowledges that he has obtained adequate and independent legal advice with respect to this Agreement prior to its execution. If any of the provisions of this Agreement shall otherwise contravene or be invalid under the laws of any state, country or other jurisdiction where this Agreement is enforceable but for such contravention or invalidity, such contravention or invalidity shall not invalidate all of the provisions of this Agreement but rather it shall be construed, insofar as the laws of that state, country or jurisdiction are concerned, as not
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containing the provision or provisions contravening or invalid under the laws of that state or jurisdiction, and the rights and obligations created hereby shall be construed and enforced accordingly.
6.2 | Works Belong To The Surviving Company. |
The Consultant agrees that (a) all works created by the Consultant during the Term and under the Surviving Companys direction in connection with the Consultants provision of Services hereunder, whether or not copyrightable are works made for hire and shall be the sole and complete property of the Surviving Company; (b) any and all copyrights or patents to such works shall belong to the Surviving Company; and (c) Consultant shall execute all documents that may be necessary to convey or assign to Company any rights he may have in such works, including copyright or patent rights. To the extent such works are not deemed to be works made for hire, the Consultant hereby assigns all proprietary rights, including copyright, in these works to the Surviving Company without further compensation. This Section shall survive the termination of this Agreement.
[Signatures on the Following Page]
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IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the date above first written.
SURVIVING COMPANY: | ||
JAVELIN HEALTHCARE HOLDINGS, LLC | ||
By: | /s/ Tony Strange | |
Name: | Tony Strange | |
Its: | Chief Executive Officer and President | |
PARENT: | ||
GENTIVA HEALTH SERVICES, INC. | ||
By: | /s/ Tony Strange | |
Name: | Tony Strange | |
Its: | Chief Executive Officer and President | |
CONSULTANT: | ||
CAPSTAR PARTNERS, LLC | ||
By: | /s/ Robert S. Hicks | |
Name: | Robert S. Hicks | |
Its: | President |
[Signature Page to Consulting Agreement]