Form T-1 Statement of Eligibility for Trustee under the Indenture

Troy Kilpatrick, President

Frank P. Sulzberger, MD

Directors (Trustees)

William D. Lindelof, MD

EX-25.1 6 dex251.htm FORM T-1 STATEMENT OF ELIGIBILITY FOR TRUSTEE UNDER THE INDENTURE Form T-1 Statement of Eligibility for Trustee under the Indenture

Exhibit 25.1

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM T-1

STATEMENT OF ELIGIBILITY

UNDER THE TRUST INDENTURE ACT OF 1939 OF A

CORPORATION DESIGNATED TO ACT AS TRUSTEE

¨	CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2)

THE BANK OF NEW YORK MELLON

TRUST COMPANY, N.A.

(Exact name of trustee as specified in its charter)


		95-3571558
(Jurisdiction of incorporation if not a U.S. national bank)		(I.R.S. employer identification no.)

700 South Flower Street Suite 500 Los Angeles, California		90017
(Address of principal executive offices)		(Zip code)

GENTIVA HEALTH SERVICES, INC.

(Exact name of obligor as specified in its charter)

Delaware

36-4335801

(State or other jurisdiction of

incorporation or organization)

(I.R.S. employer

identification no.)


Names of Additional Registrants	Jurisdiction of Incorporation/Organization	I.R.S. Employer Identification Number

Access Home Health of Florida, Inc.	Delaware	06-1451363

Capital CareResources, Inc.	Georgia	58-2411159

Capital CareResources of South Carolina, Inc.	Georgia	56-2102603

Capital Health Management Group, Inc.	Georgia	58-2313705

CareNation, Inc.	Delaware	06-1607606

Chattahoochee Valley Home Care Services, Inc.	Georgia	03-0387821

Chattahoochee Valley Home Health, Inc.	Georgia	34-1994007

CHMG Acquisition Corp.	Georgia	04-3813487

CHMG of Atlanta, Inc.	Georgia	54-2089073

CHMG of Griffin, Inc.	Georgia	54-2089075

Eastern Carolina Home Health Agency, Inc.	North Carolina	56-1590744

Family Hospice, Ltd.	Texas	75-2588221

FHI GP, Inc.	Texas	75-2588220

FHI Health Systems, Inc.	Delaware	75-2588219

FHI LP, Inc.	Nevada	88-0335145

FHI Management, Ltd.	Texas	75-2588222

Gentiva Certified Healthcare Corp.	Delaware	11-2645333

Gentiva Health Services (Certified), Inc.	Delaware	11-3454105

Gentiva Health Services Holding Corp.	Delaware	11-3454104

Gentiva Health Services (USA) Inc.	Delaware	11-3414024

Gentiva Rehab Without Walls, LLC	Delaware	06-1725406

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Names of Additional Registrants	Jurisdiction of Incorporation/Organization	I.R.S. Employer Identification Number

Gentiva Services of New York, Inc.	New York	11-2802024

Gilbert’s Home Health Agency, Inc.	Mississippi	64-0730826

Gilbert’s Hospice Care, LLC	Mississippi	20-0566932

Gilbert’s Hospice Care of Mississippi, LLC	Mississippi	20-1296854

Healthfield, Inc.	Delaware	58-1819650

Healthfield Home Health, Inc.	Georgia	58-1947694

Healthfield Hospice Services, Inc.	Georgia	58-2284736

Healthfield of Southwest Georgia, Inc.	Georgia	27-0131980

Healthfield of Statesboro, Inc.	Georgia	68-0593590

Healthfield of Tennessee, Inc.	Georgia	01-0831798

Healthfield Operating Group, Inc.	Delaware	36-4425473

Home Health Care Affiliates, Inc.	Mississippi	74-2737989

Home Health Care Affiliates of Central Mississippi, L.L.C.	Mississippi	62-1807084

Home Health Care Affiliates of Mississippi, Inc.	Mississippi	62-1775256

Home Health Care of Carteret County, Inc.	North Carolina	56-1556547

Horizon Health Network LLC	Alabama	33-1017853

Mid-South Home Care Services, Inc.	Georgia	58-1984959

Mid-South Home Care Services, LLC	Alabama	82-0559231

Mid-South Home Health Agency, Inc.	Delaware	63-0772385

Mid-South Home Health Agency, LLC	Alabama	82-0559199

Mid-South Home Health of Gadsden, Inc.	Georgia	14-1909499

New York Healthcare Services, Inc.	New York	22-2695367

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Names of Additional Registrants	Jurisdiction of Incorporation/Organization	I.R.S. Employer Identification Number

Odyssey HealthCare, Inc.	Delaware	43-1723043

Odyssey HealthCare Austin, LLC	Delaware	none

Odyssey HealthCare Detroit, LLC	Delaware	none

Odyssey HealthCare Fort Worth, LLC	Delaware	none

Odyssey HealthCare GP, LLC	Delaware	75-2932676

Odyssey HealthCare Holding Company	Delaware	75-2925311

Odyssey HealthCare LP, LLC	Delaware	74-2998154

Odyssey HealthCare Management, LP	Delaware	75-2923658

Odyssey HealthCare of Collier County, Inc.	Delaware	87-0785005

Odyssey HealthCare of Flint, LLC	Delaware	26-3920362

Odyssey HealthCare of Hillsborough County, Inc.	Delaware	75-3238729

Odyssey HealthCare of Manatee County, Inc.	Delaware	87-0785007

Odyssey HealthCare of Marion County, Inc.	Delaware	75-3238731

Odyssey HealthCare of Northwest Florida, Inc.	Delaware	87-0784932

Odyssey HealthCare of Pinellas County, Inc.	Delaware	75-3238725

Odyssey HealthCare of St. Louis, LLC	Delaware	26-1174571

Odyssey HealthCare Operating A, LP	Delaware	75-2752908

Odyssey HealthCare Operating B, LP	Delaware	75-2937832

OHS Service Corp.	Texas	22-3690699

PHHC Acquisition Corp.	Delaware	38-3784032

QC-Medi New York, Inc.	New York	11-2750425

Quality Care-USA, Inc.	New York	11-2256479

Quality Managed Care, Inc.	Delaware	48-1095443

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Names of Additional Registrants	Jurisdiction of Incorporation/Organization	I.R.S. Employer Identification Number

Tar Heel Health Care Services, Inc.	North Carolina	56-1456991

Tar Heel Staffing, Inc.	Georgia	05-0537926

The Healthfield Group, Inc.	Delaware	43-2068039

Total Care Home Health of Louisburg, Inc.	Georgia	68-0593592

Total Care Home Health of North Carolina, Inc.	Georgia	20-0091435

Total Care Home Health of South Carolina, Inc.	Georgia	20-0091422

Total Care Services, Inc.	Georgia	86-1095990

Van Winkle Home Health Care, Inc.	Mississippi	62-1669388

Vista Hospice Care, Inc.	Delaware	86-0808230

VistaCare, Inc.	Delaware	06-1521534

VistaCare of Boston, LLC	Delaware	26-1544595

VistaCare USA, Inc.	Delaware	86-0914505

Wiregrass Hospice LLC	Alabama	82-0559182

Wiregrass Hospice Care, Inc.	Georgia	20-0296636

Wiregrass Hospice of South Carolina, LLC	Georgia	34-2053721

3350 Riverwood Parkway, Suite 1400

Atlanta, Georgia

30339-3314

(Address of principal executive offices)

(Zip code)

11.5% Senior Notes due 2018

and Guarantees of 11.5% Senior Notes due 2018

(Title of the indenture securities)

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1.	General information. Furnish the following information as to the trustee:

(a)

Name and address of each examining or supervising authority to which it is subject.


Name		Address
Comptroller of the Currency United States Department of the Treasury		Washington, DC 20219

Federal Reserve Bank		San Francisco, CA 94105

Federal Deposit Insurance Corporation		Washington, DC 20429

(b)

Whether it is authorized to exercise corporate trust powers.

Yes.

2.	Affiliations with Obligor.

If the obligor is an affiliate of the trustee, describe each such affiliation.

None.

16.

List of Exhibits.

Exhibits identified in parentheses below, on file with the Commission, are incorporated herein by reference as an exhibit hereto, pursuant to Rule 7a-29 under the Trust Indenture Act of 1939 (the “Act”) and 17 C.F.R. 229.10(d).

A copy of the articles of association of The Bank of New York Mellon Trust Company, N.A., formerly known as The Bank of New York Trust Company, N.A. (Exhibit 1 to Form T-1 filed with Registration Statement No. 333-121948 and Exhibit 1 to Form T-1 filed with Registration Statement No. 333-152875).

A copy of certificate of authority of the trustee to commence business. (Exhibit 2 to Form T-1 filed with Registration Statement No. 333-121948).

A copy of the authorization of the trustee to exercise corporate trust powers (Exhibit 3 to Form T-1 filed with Registration Statement No. 333-152875).

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A copy of the existing by-laws of the trustee (Exhibit 4 to Form T-1 filed with Registration Statement No. 333-162713).

The consent of the trustee required by Section 321(b) of the Act (Exhibit 6 to Form T-1 filed with Registration Statement No. 333-152875).

A copy of the latest report of condition of the Trustee published pursuant to law or to the requirements of its supervising or examining authority.

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SIGNATURE

Pursuant to the requirements of the Act, the trustee, The Bank of New York Mellon Trust Company, N.A., a banking association organized and existing under the laws of the United States of America, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Atlanta, and State of Georgia, on the 22nd day of October, 2010.


THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.

By:		/S/ VAN K. BROWN
Name:		VAN K. BROWN
Title:		VICE PRESIDENT

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EXHIBIT 7

Consolidated Report of Condition of

THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.

of 700 South Flower Street, Suite 200, Los Angeles, CA 90017

At the close of business June 30, 2010, published in accordance with Federal regulatory authority instructions.


ASSETS	Dollar Amounts in Thousands
Cash and balances due from depository institutions:
Noninterest-bearing balances and currency and coin		3,097
Interest-bearing balances		1,319
Securities:
Held-to-maturity securities		12
Available-for-sale securities		647,932
Federal funds sold and securities purchased under agreements to resell:
Federal funds sold		112,000
Securities purchased under agreements to resell		0
Loans and lease financing receivables:
Loans and leases held for sale		0
Loans and leases, net of unearned income		0
LESS: Allowance for loan and lease losses		0
Loans and leases, net of unearned income and allowance		0
Trading assets		0
Premises and fixed assets (including capitalized leases)		10,065
Other real estate owned		0
Investments in unconsolidated subsidiaries and associated companies		1
Direct and indirect investments in real estate ventures		0
Intangible assets:
Goodwill		856,313
Other intangible assets		230,506
Other assets		161,731

Total assets	$	2,022,976


LIABILITIES

Deposits:
In domestic offices			559
Noninterest-bearing			559
Interest-bearing			0
Not applicable
Federal funds purchased and securities sold under agreements to repurchase:
Federal funds purchased			0
Securities sold under agreements to repurchase			0
Trading liabilities			0
Other borrowed money:
(includes mortgage indebtedness and obligations under capitalized leases)			268,691
Not applicable
Not applicable
Subordinated notes and debentures			0
Other liabilities			216,295
Total liabilities			485,545
Not applicable

EQUITY CAPITAL

Perpetual preferred stock and related surplus			0
Common stock			1,000
Surplus (exclude all surplus related to preferred stock)			1,121,520
Not available
Retained earnings			412,936
Accumulated other comprehensive income			1,975
Other equity capital components			0
Not available
Total bank equity capital			1,537,431
Noncontrolling (minority) interests in consolidated subsidiaries			0
Total equity capital			1,537,431

Total liabilities and equity capital			2,022,976

I, Karen Bayz, Managing Director of the above-named bank do hereby declare that the Reports of Condition and Income (including the supporting schedules) for this report date have been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and are true to the best of my knowledge and belief.


Karen Bayz			)			Managing Director

We, the undersigned directors (trustees), attest to the correctness of the Report of Condition (including the supporting schedules) for this report date and declare that it has been examined by us and to the best of our knowledge and belief has been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and is true and correct.