CONSOLIDATED AMENDED AND RESTATED SECURITY AGREEMENT
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EX-10.4 5 exhibit10_4.htm EXHIBIT 10-4 exhibit10_4.htm
Exhibit 10.4
secured hereby, all amounts, including but not limited to Administrative Agent’s reasonable attorneys’ fees, where permitted by applicable law, the cost of any field audit of the Collateral conducted by Administrative Agent or a third party at the request of Administrative Agent, the expenses of any accountants or consultants engaged by Administrative Agent to examine the financial and accounting records of Grantor, and all sums paid by Administrative Agent [i] for taxes, levies and insurance on, repair to, or appraisals, valuations and maintenance of, the Collateral or any real estate owned in fee or leased by Grantor and encumbered by a lien in favor of Administrative Agent securing any part of the Obligations, and [ii] in collecting proceeds of, taking possession of, disposing of, or preserving the Collateral, either directly or pursuant to the appointment of a receiver, with interest on all of same at the Applicable Rate. Administrative Agent may bid upon and purchase any or all of the Collateral at any public sale thereof. Administrative Agent may dispose of all or any part of the Collateral at public or private sale(s) in one or more lots and at one or more times and from time to time, and upon such terms and conditions, including a credit sale, as Administrative Agent may, in compliance with any mandatory requirements of applicable law, determine to be commercially reasonable. Administrative Agent may sell the Collateral without giving any warranties as to the Collateral and may specifically disclaim any warranties of title or the like. Administrative Agent may apply the net proceeds (in the case of a credit sale Grantor will only be credited with payments actually received by Administrative Agent as a part of any such credit sale) of any such disposition of the Collateral or any part thereof, after deducting all costs incurred in connection therewith, including Administrative Agent’s reasonable attorneys’ fees, and costs and expenses incidental to the holding, or preparing for sale, in whole or in part, of the Collateral, and with interest thereon at the Alternate Base Rate, in such order as Administrative Agent may, in accordance with applicable laws, elect, to the Obligations and any remaining proceeds shall be paid to Grantor or other party entitled thereto.
Exhibit 10.4
CONSOLIDATED AMENDED AND RESTATED SECURITY AGREEMENT
THIS CONSOLIDATED AMENDED AND RESTATED SECURITY AGREEMENT (the “Agreement”) is made and entered into as of February 12, 2015, by and among [i] ALMOST FAMILY, INC., a Delaware corporation (“Borrower”), [ii] each of the SUBSIDIARY GUARANTORS identified as such on the signatures pages to this Agreement (collectively, the “Subsidiary Guarantors”), and [iii] JPMORGAN CHASE BANK, N.A., acting as Administrative Agent (“Administrative Agent”) pursuant to the Credit Agreement (“Original Credit Agreement”) dated as of December 2, 2010, as modified by a Letter Agreement dated as of December 10, 2012, a Second Amendment to Credit Agreement (“Second Amendment”) dated as of December 6, 2013, and a Third Amendment to Credit Agreement dated as of the date hereof (“Third Amendment”) (collectively, together with any amendments thereto, the “Credit Agreement”; certain capitalized terms used in this Agreement have the meanings set forth for them in the Credit Agreement unless expressly otherwise defined in this Agreement and are incorporated by reference herein) entered into among Borrower, Administrative Agent and the Lenders as defined in the Credit Agreement that are parties thereto.
RECITALS
A. Each Subsidiary Guarantor is a direct or indirect subsidiary of the Borrower.
B. Pursuant to the Original Credit Agreement, the Borrower and certain of the Subsidiary Guarantors that are parties to this Agreement also are parties to a Security Agreement (“Original Security Agreement”) pursuant to which each granted a security interest to Administrative Agent for the benefit of the Lenders in all or substantially all personal property of each as part of the Collateral for the Obligations.
C. In conjunction with the execution and delivery of the Second Amendment and the “OMNI Acquisition” referred to therein, certain of the Subsidiary Guarantors that are a party to this Agreement but were not parties to the Original Security Agreement executed and delivered a Security Agreement (“OMNI Acquisition Security Agreement”) pursuant to which they also granted a security interest to the Administrative Agent for the benefit of the Lenders in all or substantially all of the personal property of those Subsidiary Guarantors as part of the Collateral for the Obligations.
D. In conjunction with and as a condition to the modifications to the Credit Agreement effected by the Third Amendment, the Lenders have required and Borrower and the Subsidiary Guarantors have agreed to consolidate, and amend and restate as set forth herein the provisions of the Original Security Agreement and the OMNI Acquisition Security Agreement and, in the case of Subsidiary Guarantors that are parties to this Agreement but were not parties to either the Original Security Agreement or the OMNI Acquisition Security Agreement, to effect the initial grant of a security interest in the property of each as hereinafter described as part of the Collateral for the Obligations.
NOW, THEREFORE, IT IS AGREED BY THE PARTIES AS FOLLOWS:
1. Grant of Security. For valuable consideration, the receipt and legal sufficiency of which is hereby acknowledged by Borrower and each of the Subsidiary Guarantors (Borrower and each of the Subsidiary Guarantors are referred to herein individually and collectively as “Grantor”), Grantor hereby pledges, assigns, transfers, and grants to Administrative Agent a continuing security interest in all property described in Exhibit A attached to and made a part of this Agreement as Collateral for the Obligations.
2. Authorization to File Financing Statements. Grantor hereby irrevocably authorizes the Administrative Agent at any time and from time to time to file in any Uniform Commercial Code (“UCC”) jurisdiction any initial financing statements and amendments thereto that [i] indicate the Collateral [a] as all personal property of Grantor or words of similar effect, regardless of whether any particular asset comprised in the Collateral falls within the scope of Article 9 of the UCC as in effect in the Commonwealth of Kentucky on the date of this Agreement (“Kentucky UCC”) or the UCC of any other applicable jurisdiction, or [b] as being of an equal or lesser scope or with greater detail, and [ii] contain any other information required by part 5 of Article 9 of the Kentucky UCC or the UCC of any other applicable jurisdiction for the sufficiency or filing office acceptance of any financing statement or amendment, including [x] whether Grantor is an organization, the type of organization, and any organizational identification number issued to Grantor and, [y] in the case of a financing statement filed as a fixture filing, a sufficient description of real property to which the Collateral relates. Grantor agrees to furnish any such information to Administrative Agent promptly upon request. Grantor also ratifies, if applicable, its authorization for the Administrative Agent to have filed any initial financing statements or amendments thereto if filed before the date of this Agreement.
3. Representations and Warranties. Grantor represents and warrants to Administrative Agent that:
A. Grantor’s exact legal name (i.e., the exact name of Grantor as it appears in Grantor’s organizational documents, as amended, as filed in Grantor’s jurisdiction of organization or formation) and organizational form (e.g. corporation, limited liability company) is that name and form set forth in the preamble to this Agreement in the case of Borrower and the signature pages of this Agreement in the case of each Grantor.
B. Grantor’s mailing address is set forth in Exhibit B attached to and made a part of this Agreement.
C. The Collateral is used for business purposes, and the Collateral and the books and records pertaining to the Collateral are maintained at the addresses set forth in Exhibit B and Exhibit B-1 to this Agreement.
D. Grantor is the owner of the Collateral or has rights in or the power to transfer the Collateral and the Collateral is free from all liens and security interests as of the date of this Agreement except for the liens and security interests permitted by the express terms of the Loan Documents.
E. The execution and performance of this Agreement will not, either immediately, or with notice and/or passage of time, result in the creation or imposition of any encumbrance upon any of the Collateral except as granted by this Agreement.
F. At no time during the five (5) years preceding the date of this Agreement has Grantor or any other business or organization to which Grantor became the successor by merger, consolidation, acquisition, change in form, nature or jurisdiction of organization or otherwise operated under any assumed name or other name than the name of Grantor first set forth in this Agreement and, in the case of Borrower, Caretenders Health Corp.
G. Grantor holds no commercial tort claim except any as more particularly described in Exhibit A to this Agreement.
H. The names and addresses of all persons or entities other than Grantor that have possession or are intended to have possession of any of the Collateral are set forth in Exhibit B-1 to this Agreement.
I. No Intellectual Property of any Grantor is registered with the United States Patent and Trademark Office, the United States Copyright Office or other Governmental Authority, except as set forth in Exhibit B to this Agreement.
4. Covenants. Grantor agrees with Administrative Agent that until the Obligations have been paid in full and discharged to the satisfaction of Administrative Agent:
A. Grantor will execute and deliver to Administrative Agent all information, legal descriptions, financing statements and any amendments thereto to the extent, if any, that Grantor’s signature thereof is required, and such other documents and instruments pertaining to the Collateral as are necessary in the sole opinion of Administrative Agent to create, perfect, maintain, preserve and enforce the security interest of Administrative Agent in and if applicable, control of, the Collateral, including, but not limited to, the following actions with respect to the following types of Collateral:
(1) If Grantor owns or acquires any instrument (other than checks and other payment instruments received and collected in the ordinary course of business), promissory note or tangible chattel paper in an amount as to each such item of $10,000 or more, or in any amount at a time when the sum of all such instruments exceeds $100,000, Grantor shall within ten (10) days of such ownership or acquisition notify Administrative Agent thereof and shall at Administrative Agent’s request and option, promptly endorse, assign and deliver the same to Administrative Agent, accompanied by such instruments of transfer or assignment duly executed in blank as Administrative Agent may from time to time specify as further security hereunder.
(2) For each deposit or similar account that Grantor at any time opens or maintains, Grantor shall, at Administrative Agent’s request and option, pursuant to an agreement in form and substance satisfactory to Administrative Agent, either [i] cause the depositary bank to agree to comply at any time with instructions from Administrative Agent to such depositary bank directing the disposition of funds from time to time credited to such deposit account, without further consent of Grantor, or [ii] arrange for Administrative Agent to become the customer of the depositary bank with respect to the deposit account, with Grantor being permitted, only with the consent of Administrative Agent, to exercise rights to withdraw funds from such deposit account. Grantor hereby appoints Administrative Agent as the attorney-in-fact for Grantor, which appointment is coupled with an interest and is irrevocable, for the purpose of executing and delivering on Grantor’s behalf the agreements authorized in the immediately preceding sentence. The provisions of this Section of this Agreement shall not apply to deposit accounts for which Administrative Agent is the depositary, nor to deposit accounts specially and exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or for the benefit of Grantor’s salaried employees.
(3) If any inventory or other goods having a value greater than $10,000 are at any time in the possession of a bailee, Grantor shall promptly notify Administrative Agent thereof and, if requested by Administrative Agent, shall promptly obtain an acknowledgment from the bailee, in form and substance satisfactory to Administrative Agent, that the bailee holds such Collateral for the benefit of Administrative Agent and shall act upon the instructions of Administrative Agent, without the further consent of Grantor.
(4) If Grantor at any time holds or acquires an interest having a value greater than $10,000 in 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 §16 of the Uniform Electronic Transactions Act as in effect in any relevant jurisdiction, Grantor shall promptly notify Administrative Agent thereof and, at the request of Administrative Agent, shall take such action as Administrative Agent may reasonably request to vest in Administrative Agent control of such electronic chattel paper or control under Section 201 of the federal Electronic Signatures in Global and National Commerce Act or, as the case may be, §16 of the Uniform Electronic Transactions Act, as so in effect in such jurisdiction, of such transferable record.
(5) If Grantor is at any time a beneficiary under a letter of credit with a stated amount of $25,000 or more, Grantor shall promptly notify Administrative Agent thereof and, at the request and option of Administrative Agent, Grantor shall, pursuant to an agreement in form and substance satisfactory to Administrative Agent, either [i] arrange for the issuer and any confirmer of such letter of credit to consent to an assignment to Administrative Agent of the proceeds of any drawing under the letter of credit, or [ii] arrange for Administrative Agent to become the transferee beneficiary of the letter of credit, with Administrative Agent agreeing, in each case, that the proceeds of any drawing under the letter of credit are to be released to Grantor unless an Event of Default has occurred and is continuing, in which case the proceeds shall, at the option of Administrative Agent, be retained by Administrative Agent as cash collateral for the Obligations or applied as a prepayment of the Loan.
(6) If Grantor shall at any time hold or acquire a commercial tort claim with an estimated value of $25,000 or more, Grantor shall immediately notify Administrative Agent in a writing signed by Grantor and describing the brief details thereof and grant to Administrative Agent in such writing a security interest therein and in the proceeds thereof, all upon the terms of this Agreement, with such writing to be in form and substance satisfactory to Administrative Agent.
(7) If Grantor at any time registers any Intellectual Property with an agency of the government of the United States, Grantor will provide Administrative Agent with details of that registration concurrently therewith and, if requested by Administrative Agent, enter into such documentation as Administrative Agent requests in order to perfect the security interest of Administrative Agent for the benefit of the Lenders therein.
B. Grantor will take any other action reasonably requested by Administrative Agent to insure the attachment, perfection and first priority of, and the ability of Administrative Agent to enforce, Administrative Agent’s security interest in any and all of the Collateral including, without limitation, [i] executing, delivering and, where appropriate, filing financing statements and amendments relating thereto under the Kentucky UCC or the UCC of any other jurisdiction, to the extent, if any, that Grantor’s signature thereon is required therefor, [ii] causing Administrative Agent’s name to be noted as secured party on any certificate of title for a titled good if such notation is a condition to attachment, perfection or priority of, or ability of Administrative Agent to enforce, Administrative Agent’s security interest in such Collateral, [iii] complying with any provision of any statute, regulation or treaty of the United States as to any Collateral if compliance with such provision is a condition to attachment, perfection or priority of, or ability of Administrative Agent to enforce, Administrative Agent’s security interest in such Collateral, [iv] obtaining governmental and other third party consents and approvals, including without limitation, any consent of any licensor, lessor or other person obligated on Collateral, [v] obtaining waiver from mortgagees and landlords in form and substance satisfactory to Administrative Agent, [vi] providing Administrative Agent from time to time on or before five (5) days following any request from Administrative Agent for same with a current listing of all deposit accounts maintained by or in the name of Grantor and the names and addresses of all account debtors and customers of Grantor, and [vii] taking all actions required by any earlier versions of the UCC or, as applicable, by other law, in any relevant UCC jurisdiction, or, as applicable, by other law as applicable in any foreign jurisdiction.
C. Grantor will defend the Collateral against the claims and demands of all persons; comply in all material respects with all applicable federal, state and local statutes, laws, rules and regulations, the noncompliance with which could have a material adverse effect on the value of the Collateral or the security intended to be afforded Administrative Agent hereby; and pay all ad valorem property taxes which constitute or may constitute a lien against any of the Collateral, prior to the date when penalties or interest would attach to such taxes.
D. Grantor will, if requested by Administrative Agent, insure the Collateral at Grantor’s expense against such risks, in such amounts, and with such insurers as Administrative Agent may request. Such policies of insurance shall contain waiver of subrogation clauses, shall name Administrative Agent as an insured-loss payee pursuant to a standard Administrative Agent’s endorsement and shall provide that such policies may not be canceled or modified except on thirty (30) days’ prior written notice thereof from the insurer to Administrative Agent and otherwise shall be on terms satisfactory to Administrative Agent. Grantor shall promptly deliver the original or, at the option of Administrative Agent, certificates of all such insurance policies to Administrative Agent and shall also cause to be delivered to Administrative Agent all renewals thereof. Grantor also shall deliver to Administrative Agent at least ten (10) days prior to the respective due dates, renewal dates or expiration dates of such policies, proof of advance payment of all premiums thereof. If Grantor fails to obtain such insurance, Administrative Agent shall have the absolute right (but not the obligation) to obtain same at Grantor’s expense, and Grantor shall reimburse Administrative Agent therefor, with interest thereon at the Alternate Base Rate immediately upon Administrative Agent’s demand.
Grantor hereby assigns to Administrative Agent all rights to receive proceeds of all insurance which is or may be required pursuant to this Section 5.D., not exceeding the unpaid balance of the Obligations to Administrative Agent, and authorizes Administrative Agent as the agent of Grantor and its attorney-in-fact to obtain, following the occurrence and during the continuance of an Event of Default, such proceeds and to endorse and negotiate any draft for such proceeds in Grantor’s name or otherwise. In the event of damage or destruction of any of the Collateral covered by such insurance, any proceeds from such insurance shall upon request of Administrative Agent, following the occurrence and during the continuance of an Event of Default, be paid to Administrative Agent and, at the option of Administrative Agent, be applied either to reduce the Obligations, or endorsed to Grantor and disbursed from time to time by Administrative Agent at Grantor’s written request but only for the repair and/or replacement of such damaged or destroyed Collateral. While such insurance proceeds are in the possession of Administrative Agent, Administrative Agent shall have and hereby is granted by Grantor a first and prior security interest in such proceeds and cash and in all the repaired and replaced Collateral, and Grantor shall execute all such instruments in connection therewith as Administrative Agent shall require.
E. Grantor will keep the Collateral in good condition and repair, reasonable wear and tear excepted, and will permit Administrative Agent and its designees to inspect the Collateral and the books and records of Grantor at any reasonable time and from time to time.
F. Grantor will maintain accurate records of the Collateral, and will permit Administrative Agent, upon request by Administrative Agent from time to time, to inspect the Collateral and all evidence of ownership of the Collateral and all other books and records relating to the Collateral.
G. Grantor will advise Administrative Agent in writing, at least thirty (30) days prior thereto, of any change in [i] the locations where any of the Collateral is kept, or [iii] Grantor’s [a] name or the adoption, whether formal or informal, by Grantor of any “trade name” or “assumed name”; [b] organizational identification number; [c] type of organization; or [d] state of organization or formation.
H. Grantor will not permit any part of the Collateral, or any of the records concerning same, to be removed from the present locations thereof except in the ordinary course of business without the prior written consent of Administrative Agent, provided such consent is not unreasonably withheld.
I. Grantor will not [i] sign or authorize the signing on Grantor’s behalf or the filing of any financing statement naming Grantor as debtor covering all or any portion of the Collateral or [ii] permit any liens or security interests to attach to any of the Collateral except the security interests created by this Agreement and otherwise as permitted by the express terms of the Loan Documents.
J. Grantor will not permit any material part of the Collateral to be levied upon under any legal process.
K. Grantor will not sell, assign, lease or otherwise dispose of any of the Collateral except in the ordinary course of business and when such disposal of Collateral shall not have a material adverse effect on the business of Grantor, without the prior written consent of Administrative Agent.
L. Grantor will not permit anything to be done that may impair the value of any of the Collateral or the security intended to be afforded (material to the assets or the businesses of Grantor or the value of the security hereunder) by this Agreement.
M. Grantor will not permit any of the Collateral to become an accession or improvement to, or affixed to, other property in which Administrative Agent does not hold a security interest.
5. Appointment of Attorney-in-Fact. Grantor hereby irrevocably appoints Administrative Agent as Grantor’s attorney-in-fact to do all acts and things which Administrative Agent may deem necessary or appropriate to perfect and continue perfected the security interest in the Collateral granted pursuant to this Agreement and to protect the Collateral, including, but not in any way limited to, the execution, if required, and filing of financing statements or amendments thereto covering the Collateral in Grantor’s name, as Grantor’s attorney-in-fact, wherever and whenever Administrative Agent deems appropriate. All fees and taxes required for or in connection with any such filing shall be paid for by Grantor on demand of Administrative Agent and if paid by Administrative Agent, Grantor shall provide reimbursement therefor, with interest thereon at the Applicable Rate, immediately upon request of Administrative Agent.
6. Default and Remedies. Upon the occurrence of any Event of Default, Administrative Agent may declare all of the Obligations to be automatically and immediately due and payable in full, without demand or notice of any kind, and Administrative Agent shall have all rights and remedies in and against the Collateral and otherwise of a secured party under the Kentucky UCC, the UCC of the Grantor State, the UCC of any Collateral State, if applicable, and all other applicable laws, and shall also have all rights and remedies provided herein, and in any other agreements between Grantor and Administrative Agent, all of which rights and remedies shall, to the fullest extent permitted by law, be cumulative. Administrative Agent shall have the right to have the Collateral and all of the records pertaining to the Collateral delivered to Administrative Agent by Grantor at a place reasonably convenient to Administrative Agent and Grantor. If the Collateral consists in whole or in part of accounts, general intangibles and/or contract rights, Administrative Agent shall have the right to notify all obligors of any of the same that the same have been assigned to Administrative Agent and that all payments thereon are to be made directly to Administrative Agent, including to any cash collateral account Administrative Agent elects to establish in the name of Administrative Agent for the benefit of Grantor, and to settle, compromise, or release, on terms acceptable to Administrative Agent, in whole or in part, any amounts owing on such accounts, general intangibles and contract rights, and to enforce payment and prosecute any action or proceeding with respect to same, and to extend the time of payment, make allowances and adjustments to and issue credits in the name of Administrative Agent or Grantor. Grantor will pay, as part of the Obligations
7. Termination. This Agreement and the security interest and the rights of Administrative Agent hereunder shall terminate on the date that all of the Obligations have been paid in full or otherwise discharged to the complete satisfaction of Administrative Agent, except that such termination shall be void and the security interest and the rights of Administrative Agent hereunder automatically shall be reinstated if, following such termination, a claim (“Post Termination Claim”) is made against Administrative Agent under any federal, state or other bankruptcy, insolvency or similar law to recover any payments made on the Obligations. Upon such termination, Administrative Agent shall, upon request of, and at the cost and expense of Grantor, execute and deliver for filing in each office where any financing statement relative to this Agreement shall have been filed, termination statements under the Uniform Commercial Code terminating Administrative Agent’s interests in the Collateral, subject to the provisions concerning a Post Termination Claim set forth in the immediately preceding sentence.
8. Notices. Except for any notice required under applicable law to be given in another manner, any notice given under this Agreement shall be given in the manner stipulated by the Credit Agreement. Each Grantor irrevocably designates Borrower as the agent for Grantor for the purpose of receiving any notices from Administrative Agent or any Lender pursuant to this Agreement and agrees that notices given by Administrative Agent or any Lender to the Borrower shall be effective as notice to Grantor if given in a manner stipulated by the Credit Agreement.
9. Acknowledgments and Waivers. Grantor agrees that the whole or any part of the Collateral and any other security now or hereafter held for any of the Obligations secured hereby may be exchanged, compromised or surrendered by the Administrative Agent from time to time; that any guarantor, now or hereafter, of any of the Obligations, and any pledgors of collateral now or hereafter for any of the Obligations may be released in whole or in part from time to time; that any of the Obligations may be renewed or extended or accelerated, in whole or in part from time to time; that any of the provisions of any of the Loan Documents or of any other instrument or agreement securing, guaranteeing or otherwise pertaining to the Obligations may be modified or waived on one or more occasions; and that Grantor and the Collateral pledged hereunder shall remain bound hereunder notwithstanding any such exchanges, compromises, surrenders, extensions, renewals, accelerations, indulgences or releases, all of which may be effective without notice to or further consent by Grantor and none of which shall affect the right of the Administrative Agent to pursue the remedies available to the Administrative Agent under this Agreement or otherwise. The ability of Administrative Agent to pursue its remedies hereunder with respect to the Collateral shall be direct and immediate and not conditional or contingent upon the pursuit of any remedies against Grantor or any other person or entity or against any or all of the other security or liens available to the Administrative Agent for the payment of the Obligations secured hereby. Grantor hereby waives any claim to marshalling of assets, any right to require that any action be brought against Grantor or any other person or entity prior to the exercise by Administrative Agent of its remedies with respect to the Collateral, and waives any right to require that resort be had to any security apart from the Collateral prior to action by Administrative Agent hereunder to realize upon the Collateral.
10. Other Provisions and Conditions.
A. Without limiting the generality of Section 1 hereof, the security interest created by this Agreement attaches to all types of property described in the Agreement and hereafter acquired by Grantor, whether as replacement for any of the Collateral or otherwise.
B. This Agreement shall bind Grantor and its successors and assigns and shall inure to the benefit of Administrative Agent and its successors and assigns.
C. Time shall be of the essence in the performance by Grantor of all the covenants, obligations and agreements of Grantor hereunder.
D. The invalidity or unenforceability of any provision hereof shall not affect or impair the validity or enforceability of any other provisions of this Agreement.
E. As used herein, as appropriate, the singular use includes the plural, and the plural includes the singular.
F. All exhibits and schedules attached to this Agreement are an integral part hereof and are incorporated herein as though fully set forth at this point.
G. No course of dealing in respect of, nor any omission or delay in the exercise of, any right, power, remedy or privilege vested in Administrative Agent by this Agreement shall operate as a waiver thereof, and any waiver by Administrative Agent shall only be effective if in writing and signed by an officer of Administrative Agent.
H. No amendment or modification of any provision of this Agreement, nor consent to any departure by any party therefrom, shall be binding and effective unless the same shall be in writing and signed by a duly authorized representative of Administrative Agent, which writing shall be strictly construed.
I. In the event of any inconsistency between the several captions and section headings of this Agreement and the provisions to which they pertain, the meaning of the provisions shall control.
J. This Agreement contains the final, complete and exclusive agreement of the parties pertaining to its subject matter and supersedes all prior written and oral agreements pertaining thereto. Without limitation of the preceding sentence, this Agreement consolidates, amends and restates in their entirety, as set forth in the Recitals to this Agreement, the Original Security Agreement and the OMNI Acquisition Security Agreement.
K. This Agreement may be executed in any number of counterparts and by any combination of the parties to this Agreement in separate counterparts, each of which counterparts shall be an original and all of which taken together shall constitute one and the same Agreement, and it shall not be necessary in order to prove the execution and delivery of this Agreement by all of the parties to it to produce or account for any particular number of counterparts so long as the signature of each of the parties is affixed to at least one of those counterparts which are produced.
L. A facsimile signature of any party to this Agreement shall be sufficient to bind such party to the same extent as the manual signature of such party, but in such event such party shall provide to any other party requesting same, as soon as practicable following such request, with a counterpart of this Agreement as manually signed by such party.
M. Any word used in Exhibit A to this Agreement (and elsewhere in this Agreement unless the context requires otherwise), and defined in the Kentucky UCC shall have the meaning set forth for such word in the Kentucky UCC; provided, however, that the term “instrument” shall be such term as defined in Article 9 of the Kentucky UCC rather than Article 3 of the Kentucky UCC. No reference to the word “proceeds” in Exhibit A to this Agreement (and elsewhere in this Agreement) authorizes any sale, transfer, or other disposition of the Collateral by Grantor.
11. Governing Law. This Agreement was negotiated in the Commonwealth of Kentucky, the promissory note or notes secured by this Agreement were delivered by Grantor and accepted by Administrative Agent in the Commonwealth of Kentucky, and the proceeds of the promissory note or notes secured hereby were disbursed from the Commonwealth of Kentucky, which state Grantor and Administrative Agent agree has a substantial relationship to Grantor and Administrative Agent and to the underlying transactions in connection with which this Agreement was granted. This Agreement, including matters of construction, validity and performance, and the obligations arising hereunder, shall be construed in accordance with and otherwise governed in all respects by the laws of the Commonwealth of Kentucky applicable to contracts made and performed in such state and any applicable law of the United States of America, except to the extent the Kentucky UCC provides for the application of the UCC or the other law of another state.
12. Consent to Jurisdiction and Venue. Grantor hereby consents to the jurisdiction of any state or federal court located within the County of Jefferson, Commonwealth of Kentucky, and irrevocably agrees that, subject to the Administrative Agent’s sole and absolute election, any case or proceeding relating to Title XI of the United States Code and any actions relating to the Obligations secured hereby shall be litigated in such courts, and Grantor waives any objection Grantor may have based on improper venue or forum non conveniens to the conduct of any proceeding in any such court. Nothing contained in this Section shall affect the right of the Administrative Agent to bring any action or proceeding against Grantor or the property of Grantor in the courts of any other jurisdiction.
13. WAIVER OF TRIAL BY JURY. THE ADMINISTRATIVE AGENT AND GRANTOR ACKNOWLEDGE THAT THE TIME AND EXPENSE REQUIRED FOR TRIAL BY JURY EXCEED THE TIME AND EXPENSE REQUIRED FOR A BENCH TRIAL AND HEREBY KNOWINGLY, VOLUNTARILY, AND IRREVOCABLY WAIVE, TO THE FULLEST EXTENT PERMITTED BY LAW, AND AFTER HAVING CONSULTED OR HAVING HAD AMPLE OPPORTUNITY TO CONSULT THEIR RESPECTIVE LEGAL COUNSEL CONCERNING THE CONSEQUENCES OF SUCH WAIVER, TRIAL BY JURY IN ANY ACTION (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) OR OTHER PROCEEDING BROUGHT TO ENFORCE OR DEFEND AGAINST COLLECTION OF OR OTHERWISE IN CONNECTION WITH THIS AGREEMENT OR THE OTHER LOAN DOCUMENTS.
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<Signature Page to Consolidated Amended and Restated Security Agreement>
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date first above written.
“Grantor”
[i] BORROWER
| ALMOST FAMILY, INC. a Delaware corporation | |||
| | By: | /s/ C. Steven Guenthner | |
| C. Steven Guenthner, as President | |||
| Principal Officer, Secretary & Treasurer | |||
[ii] SUBSIDIARY GUARANTORS
| 1 | ADULT DAY CARE OF AMERICA, INC. , a Delaware corporation |
| 2 | AFAM MERGER, INC., a Delaware corporation |
| 3 | CAMBRIDGE HOME HEALTH CARE, INC., an Ohio corporation |
| 4 | CAMBRIDGE HOME HEALTH CARE, INC./PRIVATE, an Ohio corporation |
| 5 | CAMBRIDGE HOME HEALTH CARE HOLDINGS, INC., a Delaware corporation |
| 6 | CARETENDERS OF CLEVELAND, INC., a Kentucky corporation |
| 7 | CARETENDERS OF COLUMBUS, INC., a Kentucky corporation |
| 8 | CARETENDERS VISITING SERVICES EMPLOYMENT COMPANY, INC., a Kentucky corporation |
| 9 | NATIONAL HEALTH INDUSTRIES, INC., a Kentucky corporation |
| 10 | OMNI HOME HEALTH HOLDINGS, INC., a Delaware corporation |
| 11 | PATIENT CARE MEDICAL SERVICES, INC., a New Jersey corporation |
| 12 | PATIENT CARE NEW JERSEY, INC., a Delaware corporation |
| 13 | PATIENT CARE PENNSYLVANIA, INC., a Delaware corporation |
| 14 | PATIENT CARE, INC., a Delaware corporation |
| 15 | PRIORITY CARE, INC., a Connecticut corporation |
| 16 | SUNCREST HEALTHCARE, INC., a Georgia corporation |
| 17 | SUNCREST HOME HEALTH OF AL, INC., an Alabama corporation |
| 18 | SUNCREST HOME HEALTH OF CLAIBORNE COUNTY, INC., a Tennessee corporation |
| 19 | SUNCREST HOME HEALTH OF GEORGIA, INC., a Georgia corporation |
| 20 | SUNCREST HOME HEALTH OF MANCHESTER, INC., a Tennessee corporation |
| 21 | SUNCREST HOME HEALTH OF NASHVILLE, INC., a Tennessee corporation |
| 22 | SUNCREST HOME HEALTH OF SOUTH GA, INC., a Georgia corporation |
| 23 | SUNCREST LBL HOLDINGS, INC., a Tennessee corporation |
| 24 | SUNCREST TELEHEALTH SERVICES, INC., a Tennessee corporation |
| 25 | TENNESSEE NURSING SERVICES OF MORRISTOWN, INC., a Tennessee corporation |
| 26 | AFAM ACQUISITION, LLC, a Kentucky limited liability company |
| 27 | AFAM ACQUISITION OHIO, LLC, a Kentucky limited liability company |
| 28 | ALMOST FAMILY ACO SERVICES OF KENTUCKY, LLC, a Kentucky limited liability company |
| 29 | ALMOST FAMILY ACO SERVICES OF SOUTH FLORIDA, LLC, a Florida limited liability company |
| 30 | ALMOST FAMILY ACO SERVICES OF TENNESSEE, LLC, a Tennessee limited liability company |
| 31 | ALMOST FAMILY PC OF FT. LAUDERDALE, LLC, a Florida limited liability company |
| 32 | ALMOST FAMILY PC OF KENTUCKY, LLC, a Kentucky limited liability company |
| 33 | ALMOST FAMILY PC OF SW FLORIDA, LLC, a Florida limited liability company |
| 34 | ALMOST FAMILY PC OF WEST PALM, LLC, a Florida limited liability company |
| 35 | BGR ACQUISITION, LLC, a Florida limited liability company |
| 36 | CARETENDERS MOBILE MEDICAL SERVICES, LLC, an Ohio limited liability company |
| 37 | CARETENDERS OF JACKSONVILLE, LLC, a Florida limited liability company |
| 38 | CARETENDERS VISITING SERVICES OF DISTRICT 6, LLC, a Kentucky limited liability company |
| 39 | CARETENDERS VISITING SERVICES OF DISTRICT 7, LLC, a Kentucky limited liability company |
| 40 | CARETENDERS VISITING SERVICES OF GAINESVILLE, LLC, a Florida limited liability company |
| 41 | CARETENDERS VISITING SERVICES OF HERNANDO COUNTY, LLC, a Florida limited liability company |
| 42 | CARETENDERS VISITING SERVICES OF KENTUCKIANA, LLC, a Kentucky limited liability company |
| 43 | CARETENDERS VISITING SERVICES OF COLUMBUS, LLC, a Ohio limited liability company |
| 44 | CARETENDERS VISITING SERVICES OF OCALA, LLC, a Florida limited liability company |
| 45 | CARETENDERS VISITING SERVICES OF ORLANDO, LLC, a Kentucky limited liability company |
| 46 | CARETENDERS VISITING SERVICES OF PINELLAS COUNTY, LLC, a Florida limited liability company |
| 47 | CARETENDERS VISITING SERVICES OF SOUTHERN ILLINOIS, LLC, an Illinois limited liability company |
| 48 | CARETENDERS VISITING SERVICES OF ST. AUGUSTINE, LLC, a Florida limited liability company |
| 49 | CARETENDERS VISITING SERVICES OF ST. LOUIS, LLC, a Missouri limited liability company |
| 50 | CARETENDERS VNA OF OHIO, LLC, an Ohio limited liability company |
| 51 | CARETENDERS VS OF BOSTON, LLC, a Massachusetts limited liability company |
| 52 | CARETENDERS VS OF CENTRAL KY, LLC, a Kentucky limited liability company |
| 53 | CARETENDERS VS OF LINCOLN TRAIL, LLC, a Kentucky limited liability company |
| 54 | CARETENDERS VS OF LOUISVILLE, LLC, a Kentucky limited liability company |
| 55 | CARETENDERS VS OF NORTHERN KY, LLC, a Kentucky limited liability company |
| 56 | CARETENDERS VS OF OHIO, LLC, an Ohio limited liability company |
| 57 | CARETENDERS VS OF SE OHIO, LLC, an Ohio limited liability company |
| 58 | CARETENDERS VS OF WESTERN KY, LLC, a Kentucky limited liability company |
| 59 | HOME HEALTH AGENCY- BROWARD, LLC, a Florida limited liability company |
| 60 | HOME HEALTH AGENCY-CENTRAL PENNSYLVANIA, LLC, a Florida limited liability company |
| 61 | HOME HEALTH AGENCY-COLLIER, LLC, a Florida limited liability company |
| 62 | HOME HEALTH AGENCY-HILLSBOROUGH, LLC, a Florida limited liability company |
| 63 | HOME HEALTH AGENCY-ILLINOIS, LLC, a Florida limited liability company |
| 64 | HOME HEALTH AGENCY-INDIANA, LLC, a Florida limited liability company |
| 65 | HOME HEALTH AGENCY-PALM BEACHES, LLC, a Florida limited liability company |
| 66 | HOME HEALTH AGENCY-PENNSYLVANIA, LLC, a Florida limited liability company |
| 67 | HOME HEALTH AGENCY-PHILADELPHIA, LLC, a Florida limited liability company |
| 68 | HOME HEALTH AGENCY-PINELLAS, LLC, a Florida limited liability company |
| 69 | IMPERIUM HEALTH MANAGEMENT, LLC, a Kentucky limited liability company |
| 70 | IN HOMECARE NETWORK CENTRAL, LLC, an Indiana limited liability company |
| 71 | IN HOMECARE NETWORK NORTH, LLC, an Indiana limited liability company |
| 72 | MEDERI CARETENDERS VS OF SE FL, LLC, a Florida limited liability company |
| 73 | MEDERI CARETENDERS VS OF BROWARD, LLC, a Florida limited liability company |
| 74 | MEDERI CARETENDERS VS OF SW FL, LLC, a Florida limited liability company |
| 75 | MEDERI CARETENDERS VS OF TAMPA, LLC, a Florida limited liability company |
| 76 | OMNI HOME HEALTH SERVICES, LLC, a Delaware limited liability company |
| 77 | OMNI HOME HEALTH-DISTRICT 1, LLC, a Florida limited liability company |
| 78 | OMNI HOME HEALTH-DISTRICT 2, LLC, a Florida limited liability company |
| 79 | OMNI HOME HEALTH-DISTRICT 4, LLC, a Florida limited liability company |
| 80 | OMNI HOME HEALTH-HERNANDO, LLC, a Florida limited liability company |
| 81 | OMNI HOME HEALTH-JACKSONVILLE, LLC, a Florida limited liability company |
| 82 | PATIENT CARE CONNECTICUT, LLC, a Connecticut limited liability company |
| 83 | PRINCETON HOME HEALTH, LLC, an Alabama limited liability company |
| 84 | SUNCREST COMPANION SERVICES, LLC, a Tennessee limited liability company |
| 85 | SUNCREST HEALTHCARE OF EAST TENNESSEE, LLC, a Tennessee limited liability company |
| 86 | SUNCREST HEALTHCARE OF MIDDLE TN, LLC, a Tennessee limited liability company |
| 87 | SUNCREST HEALTHCARE OF WEST TENNESSEE, LLC, a Tennessee limited liability company |
| 88 | SUNCREST HOME HEALTH OF TAMPA, LLC, a Florida limited liability company |
| 89 | SUNCREST HOME HEALTH-SOUTHSIDE, LLC, a Georgia limited liability company |
| 90 | SUNCREST OUTPATIENT REHAB SERVICES OF TN, LLC, a Tennessee limited liability company |
| 91 | SUNCREST OUTPATIENT REHAB SERVICES, LLC, an Alabama limited liability company |
| | By: | /s/ C. Steven Guenthner | |
| C. Steven Guenthner, as President, Principal Financial Officer, Secreatary & Treasurer of each Subsidiary | |||
| Guarantor designated as numbers 1-91 above | |||
Accepted on behalf of Lenders by Administrative Agent
| JPMORGAN CHASE BANK, N.A. | |||
| Date | By: | /s/ James Duffy Baker, Jr. | |
| James Duffy Baker, Jr. | |||
| Authorized Officer | |||
Exhibits and Schedules:
Exhibit A -- Description of Collateral
Exhibit B -- Offices of Grantor and Locations of Collateral
| - - |
Exhibit A
to Security Agreement
(Description of Collateral)
(Rights to payment and intangible assets)
A. All accounts, instruments, documents, chattel paper, money, deposit accounts, investment property, letter of credit rights, supporting obligations and general intangibles of Grantor, whether now existing or hereafter arising in each case, and all cash or non-cash proceeds of the foregoing; and all ledger sheets, customer lists, files, computer information, programs and source codes, object codes, and software and all other books, records and data of Grantor relating to any of the foregoing; and all of the foregoing, whether now existing or hereafter created or acquired by Grantor.
(Goods)
B. All goods of Grantor, including inventory, equipment and fixtures, whether now owned or hereafter acquired in each case, and all substitutions, replacements, additions or accessions therefor and thereto; and all cash or non-cash proceeds of the foregoing, including insurance proceeds, and all ledger sheets, files, computer programs and software and all other records of Grantor relating to any of the foregoing.
(Commercial Tort Claim)
C. Those certain currently existing commercial tort claims of Grantor set forth below {specifically describe the claim (i.e., parties, description of the dispute, case number – if available)}, and all cash or non-cash proceeds of the foregoing, and all ledger sheets, files, computer programs and software and all other records of Grantor relating to any of the foregoing; if no commercial tort claims are listed below, none are applicable:
| - - |
Exhibit B
to Security Agreement
1. Complete street, city, and state addresses of each Grantor:
A. Mailing address:
9510 Ormsby Station Road, Suite 300
Louisville, Kentucky 40223
B. Places where Collateral is kept (if different from A): See attached Exhibit B-1 incorporated by reference herein
| | C. | Places where records concerning the Collateral are kept (if different from A): |
Locations listed in 1.A. and 1.B.
2. Complete name, street, mailing, city, county and state addresses of any person or entity other than the Grantor that has or is intended to have possession of any of the Collateral:
NONE
3. Description of any Intellectual Property registered with a Governmental Authority:
| MARK | DATE ISSUED | REG. NUMBER | SECTIONS 8 & 15 AFFIDAVIT DUE DATE | RENEWAL DATE |
| CARETENDERS Owner: National Health Industries Inc. d/b/a Caretenders CPI # 16910 | 09/08/1992 | 1,714,414 | Accepted and acknowledged 04/21/1998 | Second renewal accepted 7/24/2012 Third renewal due between 09/08/2021 and 09/08/2022 |
| CARETENDERS and Design Owner: Almost Family, Inc. CPI # 12539 | 01/14/1997 | 2,030,308 | Accepted and acknowledged 01/25/2003 | Renewed 01/14/2007 Second renewal due between 01/14/2016 and 01/14/2017 |
| SENIORCARE SOLUTIONS CARETENDERS and Design Owner: Almost Family, Inc. CPI # 17028 | 08/08/2000 | 2,374,107 | Accepted and acknowledged 10/19/2005 | Renewed 01/12/2010 Second renewal due between 08/08/2019 and 08/08/2020 |
| ALMOST FAMILY Owner: Almost Family, Inc. CPI # 17056 | 10/23/2001 | 2,499,621 | Accepted and acknowledged 04/11/2007 | Between 10/23/2020 and 10/23/2021 |
| ALMOST FAMILY. THE NEXT BEST THING TO REAL FAMILY. Owner: Almost Family, Inc. CPI #17164 | 03/19/2002 | 2,550,726 | Accepted and acknowledged 10/02/2007 | Between 03/19/2021 and 03/19/2022 |
| ALMOST FAMILY A and Design Owner: Almost Family, Inc. [Missing Graphic Reference] CPI #17229 | 12/17/2002 | 2,663,761 | Accepted and acknowledged 01/22/2008 | Second renewal due between 12/27/2021 and 12/17/2022 |
| MEDERI Owner: Almost Family, Inc. CPI # 25352 | 03/03/1987 | 1,431,554 | Accepted and acknowledged | Renewed 03/03/2007 Second renewal due between 03/03/2016 and 03/03/2017 |
| MISCELLANOUS DESIGN Mark [Missing Graphic Reference] Owner: Almost Family, Inc. CPI # 25353 | 06/13/2006 | 3,103,502 | Accepted and acknowledged August 10, 2012 | Between 06/13/2015 and 06/13/2016 |
| EXCELLENCE THROUGH SENIOR ADVOCACY (Stylized) Owner: Almost Family, Inc. CPI # 23626 | 12/23/2008 | 3,551,621 | Accepted and Acknowledged January 10, 2015 | Between 12/23/2017 and 12/23/2018 |
| EXCELLENCE THROUGH SENIOR ADVOCACY (Typed Format) Owner: Almost Family, Inc. CPI # 23656 | 07/21/2009 | 3,657,441 | Accepted and Acknowledged January 10, 2015 | Between 07/21/2018 and 07/21/2019 |
| WE ARE SENIOR ADVOCATES , Cl. 44 CPI # 24820 | 07/27/2010 | 3,824,633 | Between 07/27/15 and 07/27/16 | Between 07/27/2019 and 07/27/2020 |
| MEDERI CPI# 25744 | 3/3/1987 | 1,431,554 | Accepted and approved 9/14/2007 | Between 03/03/2016 and 03/03/2017 |
| COMMUNITY HOME HEALTH Florida registration in the name of Caretenders Visiting Services of St. Augustine LLC CPI# 25894 | 03/11/2009 | Florida Registration No. T09000000242 | Renewal due between 09/11/2013 and 03/11/2014 | Registered in Florida |
| CARETENDERS (stylized) Trade Name in the name of Almost Family, Inc. CPI# 25895 | 06/25/1990 | Alabama RN 104-605 | Third renewal due between 08/02/2019 and 02/02/2020 | Registered in Alabama Last renewed February 2, 2010 |
| PATIENT CARE CPI# 25893 | 10/07/1991 | New York RN S-12776 | Third renewal due 04/07/2021 and 10/07/2021 | Registered in New York State Last renewed 10/07/2011 |
| CHF IN-HOME PROGRAM (stylized) CPI# 28056 | 10/22/12 | 85,760,367 | Abandoned 2/28/14 | |
| COPD IN-HOME PROGRAM (STYLIZED) CPI# 28055 | 10/22/2012 | 85,760,405 | Abandoned Aug. 21, 2013 | |
| MED SAFE IN-HOME PROGRAM (stylized) CPI# 28054 | 10/22/2012 | 85,760,378 | | Abandoned August 21, 2013 |
| MED SAFE IN-HOME PROGRAM (stylized) CPI# 29728 | 08/16/2013 | 86,040,586 | Abandoned June 5, 2014 | |
| DIABETES IN-HOME PROGRAM (stylized) CPI# 28053 | 10/22/2012 | 85,760,397 | Abandoned August 21, 2013 | |
| DIABETES IN-HOME PROGRAM (stylized) CPI# 29727 | 8/16/13 | 86,040,547 | Abandoned June 5, 2014 |
| - - |
Exhibit B-1
to Security Agreement
| Location Number | Agency | Parent or Branch | Trade | Legal Entity | Address | TaxID |
| 181-31 | Clanton | Parent | SunCrest Home Health | SunCrest Home Health of AL, Inc. | 222-224 7th Street South, Clanton, AL 35045-3704 | 27-0678962 |
| 452-33 | Hartford BH | Parent | Patient Care | Priority Care, Inc. | 1344 Silas Deane Hwy, Rocky Hill, CT 06067-1342 | 06-1482496 |
| 452-31 | Wethersfield | Branch | Patient Care | Priority Care, Inc. | 185 Silas Deane Highway, 3rd Floor, Wethersfield, CT 06109 | 06-1482496 |
| 451-33 | Danbury | Branch | Patient Care | Priority Care, Inc. | 11 Lake Ave Ext., Suite 2W Danbury, CT 06811-5258 | 06-1482496 |
| 453-31 | Hamden | Branch | Patient Care | Priority Care, Inc. | 3074 Whitney Ave, Hamden, CT ###-###-#### | 06-1482496 |
| 453-33 | New Haven BH | Branch | Patient Care | Priority Care, Inc. | 1 Long Wharf Drive, Suite 102 New Haven, CT 06511-5991 | 06-1482496 |
| 450-33 | Norwalk BH | Branch | Patient Care | Priority Care, Inc. | 120 East Ave, Ste 2E, Norwalk, CT ###-###-#### | 06-1482496 |
| 265-21 | Bridgeport PC | ADC of America | Adult Day Care of America, Inc. | 211 State Street, 3rd Floor Bridgeport, CT 06604 | 06-1207175 | |
| 266-21 | New London PC | ADC of America | Adult Day Care of America, Inc. | 17R Boston Post Rd Unit 2 Waterford CT ###-###-#### | 06-1207175 | |
| 260-21 | Waterbury PC | ADC of America | Adult Day Care of America, Inc. | 76 Center Street, 2nd Floor East Waterbury, CT ###-###-#### | 06-1207175 | |
| 262-21 | Stamford PC | ADC of America | Adult Day Care of America, Inc. | 1150 Summer Street, Stamford, CT ###-###-#### | 06-1207175 | |
| 303-30 | Orange Park VS | Parent | Apex Home Healthcare | Caretenders of Jacksonville, LLC | 155 Blanding Blvd., Suite 1 Orange Park, FL 32073-2624 | 20 ###-###-#### |
| 303-32 | Jacksonville Southside VS | Parent | Apex Home Healthcare | Caretenders of Jacksonville, LLC | 6789 Southpoint Pkwy, Suite 200 Jacksonville, FL ###-###-#### | 20 ###-###-#### |
| 303-38 | Jacksonville Riverside | Satellite | Apex Home Healthcare | Caretenders of Jacksonville, LLC | 2237 Riverside Avenue Jacksonville, Florida ###-###-#### | 20 ###-###-#### |
| 303-33 | Ormond Beach VS Apex | Branch | Apex Home Healthcare | Caretenders of Jacksonville, LLC | 1425 Hand Ave, Suite 1 Ormond Beach, FL 32174-1136 | 20 ###-###-#### |
| 303-34 | Orange City VS | Branch | Apex Home Healthcare | Caretenders of Jacksonville, LLC | 775 Harley Strickland Blvd, Suite 108 Orange City, FL ###-###-#### | 20 ###-###-#### |
| 303-35 | Jacksonville Northside VS | Branch | Apex Home Healthcare | Caretenders of Jacksonville, LLC | 3890 Dunn Avenue, Suite 103 Jacksonville, FL ###-###-#### | 20 ###-###-#### |
| 320-37 | Port Charlotte | Parent | Mederi Caretenders | Caretenders Visiting Services of District 6, LLC | 18501 Murdock Cir Ste 308, Port Charlotte, FL ###-###-#### | 30-0425709 |
| 325-32 | Bradenton East | Parent | Florida Home Health | Caretenders Visiting Services of District 6, LLC | 201 2nd St East Bradenton FL ###-###-#### | 30-0425709 |
| 325-33 | Sebring VS | Branch | Florida Home Health | Caretenders Visiting Services of District 6, LLC | 2155 US 27 South Sebring, FL ###-###-#### | 30-0425709 |
| 325-35 | Bradenton VS | Parent | Mederi Caretenders | Caretenders Visiting Services of District 6, LLC | 3806 Manatee Ave W, Ste 100, Bradenton FL ###-###-#### | 30-0425709 |
| 325-34 | Haines City VS | Branch | Mederi Caretenders | Caretenders Visiting Services of District 6, LLC | 306 S. 10th Street, Ste 340 Haines City, FL ###-###-#### | 30-0425709 |
| 301-31 | Palm Bay VS | Parent | Mederi Caretenders | Caretenders Visiting Services of District 7, LLC | 3800 West Eau Gallie Blvd, Ste 103, Melbourne FL ###-###-#### | 30-0425714 |
| 350-31 | Gainesville VS | Parent | Mederi Caretenders | Caretenders Visiting Services of Gainesville, LLC | 4923 NW 43rd Street, Suite A Gainesville, FL ###-###-#### | 30-0425715 |
| 350-34 | Lake City VS | Branch | Mederi Caretenders | Caretenders Visiting Services of Gainesville, LLC | 3593 NW Devane St, Lake City FL 32055-4841 | 30-0425715 |
| 350-35 | Newberry | Branch | Mederi Caretenders | Caretenders Visiting Services of Gainesville, LLC | 95 NW 253rd St Newberry FL 32669 | 30-0425715 |
| 351-35 | Leesburg VS | Parent | Better @ Home | Caretenders Visiting Services of Gainesville, LLC | 210 South Lake Street, Suite 10 Leesburg, FL ###-###-#### | 30-0425715 |
| 352-31 | Brooksville VS | Parent | Mederi Caretenders | Caretenders Visiting Services of Hernando County, LLC | 12106 Cortez Blvd Brooksville, FL ###-###-#### | 20 ###-###-#### |
| 302-33 | Palatka VS | Branch | Mederi Caretenders | Caretenders Visiting Services of Hernando County, LLC | 3900 Crill Avenue Palatka, FL 32177-9171 | 20 ###-###-#### |
| 351-33 | Tavares VS | Branch | Mederi Caretenders | Caretenders Visiting Services of Hernando County, LLC | 1980 Prevatt Street Eustis, FL 32726 | 20 ###-###-#### |
| 352-32 | Inverness VS | Branch | Mederi Caretenders | Caretenders Visiting Services of Hernando County, LLC | 2212 Highway 44 West Inverness, FL ###-###-#### | 20 ###-###-#### |
| 351-36 | The Villages VS | Parent | Better @ Home | Caretenders Visiting Services of Hernando County, LLC | 1554 Bella Cruz Dr The Villages/Lade Lake, FL 32159-8969 | 20 ###-###-#### |
| 351-31 | Ocala West VS | Parent | Better @ Home | Caretenders Visiting Services of Ocala, LLC | 8960 SW Highway 200, Unit 5, Ocala FL ###-###-#### | 20 ###-###-#### |
| 351-34 | Ocala East VS | Satellite | Better @ Home | Caretenders Visiting Services of Ocala, LLC | 1333 SE 25th Loop, Suite 102 Ocala FL ###-###-#### | 20 ###-###-#### |
| 330-31 | Altamonte Springs VS | Parent | Mederi Caretenders | Caretenders Visiting Services of Orlando, LLC | 474 S. Northlake Blvd. Altamonte Springs, FL ###-###-#### | 30-0425717 |
| 330-33 | Kissimmee VS | Parent | Mederi Caretenders | Caretenders Visiting Services of Orlando, LLC | 1167 Miranda Lane, Kissimmee, FL ###-###-#### | 30-0425717 |
| 326-31 | Pinellas Park VS | Parent | Mederi Caretenders | Caretenders Visiting Services of Pinellas County, LLC | 6445 102nd Avenue North Pinellas Park, FL ###-###-#### | 20 ###-###-#### |
| 353-31 | Clearwater VS | Parent | Mederi Caretenders | Caretenders Visiting Services of Pinellas County, LLC | 2430 Estancia Blvd, Suite 201, Clearwater, FL ###-###-#### | 20 ###-###-#### |
| 302-31 | St. Augustine VS | Parent | Community Home Health | Caretenders Visiting Services of St. Augustine, LLC | 301 Health Park Blvd., Suite 110 St. Augustine, FL 32086-5794 | 20 ###-###-#### |
| 280-31 | Fort Lauderdale VS | Parent | Mederi Caretenders | Mederi Caretenders VS of Broward, LLC | 4901 NW 17th Way, Suite 104 Ft. Lauderdale, FL ###-###-#### | 26-1264504 |
| 282-31 | North Palm Beach VS | Parent | Mederi Caretenders | Mederi Caretenders VS of Broward, LLC | 4 Harvard Circle, Ste 950, West Palm Beach, FL ###-###-#### | 26-1264504 |
| 300-31 | Vero Beach VS | Parent | Mederi Caretenders | Mederi Caretenders VS of SE FL, LLC | 1285 36th Street, Suite 201 Vero Beach, FL ###-###-#### | 26-1264234 |
| 300-32 | Port St. Lucie VS | Branch | Mederi Caretenders | Mederi Caretenders VS of SE FL, LLC | 1800 SE Port St. Lucie Blvd Morningside Professional Plaza Port St. Lucie, FL ###-###-#### | 26-1264234 |
| 320-31 | Fort Myers VS | Parent | Mederi Caretenders | Mederi Caretenders VS of SW FL, LLC | 6150 Diamond Center Court, Suite A Ft. Myers, FL ###-###-#### | 26-1264384 |
| 320-34 | Naples VS | Branch | Mederi Caretenders | Mederi Caretenders VS of SW FL, LLC | 3459 Pine Ridge Rd. #801 Naples, FL 34109-3838 | 26-1264384 |
| 354-31 | Tampa VS | Parent | Quality of Life Home Care Services | Mederi Caretenders VS of Tampa, LLC | 3500 E. Fletcher Ave Suite 100 Tampa, FL ###-###-#### | 26-1248096 |
| 354-32 | Lakeland VS | Branch | Quality of Life Home Care Services | Mederi Caretenders VS of Tampa, LLC | 1476 Town Center Dr Suite 211, Lakeland, FL ###-###-#### | 26-1248096 |
| 343-31 | Pensacola VS | Parent | SunCrest OMNI | OMNI Home Health- District 1, LLC | 8800 University Parkway, Ste C-3, Pensacola, FL ###-###-#### | 20-0527436 |
| 340-33 | Panama City | Parent | SunCrest OMNI | OMNI Home Health- District 2, LLC | 1617 Tennessee Ave Lynn Haven, FL ###-###-#### | 20-0527566 |
| 341-31 | Tallahassee | Parent | SunCrest OMNI | OMNI Home Health- District 2, LLC | 2343 Hansen Ln, Tallahassee, FL ###-###-#### | 20-0527566 |
| 357-31 | Homosassa | Parent | SunCrest OMNI | OMNI Home Health- Hernando, LLC | 4359 South Suncoast Boulevard, Homosassa, FL ###-###-#### | 59 ###-###-#### |
| 357-33 | Lake City | Branch | SunCrest OMNI | OMNI Home Health- Hernando, LLC | 1037 US Hwy 90 W, Suite140, Lake City, FL 32055-3740 | 59 ###-###-#### |
| 357-34 | Gainesville | Branch | SunCrest OMNI | OMNI Home Health- Hernando, LLC | 4045 NW 43rd Street, Suite B, Gainesville, FL ###-###-#### | 59 ###-###-#### |
| 357-32 | Ocala | Branch | SunCrest OMNI | OMNI Home Health- Hernando, LLC | 3200 SW 34th Avenue, Suite 301 , Ocala, FL ###-###-#### | 59 ###-###-#### |
| 357-35 | Palatka | Branch | SunCrest OMNI | OMNI Home Health- Hernando, LLC | 700 Zeagler Dr. Suite 6, Palatka, FL 32177-3826 | 59 ###-###-#### |
| 309-31 | Jacksonville | Parent | SunCrest OMNI | OMNI Home Health- Jacksonville, LLC | 9143 Phillips Highway, Suite 170, Jacksonville, FL ###-###-#### | 59 ###-###-#### |
| 306-31 | St. Vincents | Parent | St. Vincent's Home Health | OMNI Home Health- District 4, LLC | 2651 Park Street, Jacksonville, FL ###-###-#### | 20-1657488 |
| 326-32 | New Port Richey | Parent | Mederi Caretenders | Home Health Agency- Pinellas, LLC | 7615 Little Road, New Port Richey, FL ###-###-#### | 59 ###-###-#### |
| 354-33 | Sun City | Parent | Florida Home Health | Home Health Agency- Hillsborough, LLC | 139 South Pebble Beach Blvd. Suite 201, Sun City Center, FL ###-###-#### | 59 ###-###-#### |
| 325-36 | Bradenton West | Branch | Florida Home Health | Home Health Agency- Hillsborough, LLC | 1802 59th Street West, Bradenton, FL ###-###-#### | 59 ###-###-#### |
| 320-36 | Sarasota | Parent | Mederi Caretenders | Home Health Agency- Collier, LLC | 5260 Station Way, Bld B, Sarasota, FL ###-###-#### | 20-0832146 |
| 302-34 | St. Augustine North | Parent | Community Home Health | BGR Acquisition, LLC | 475 West Town Place, Suite 100, St. Augustine, FL 32092-3649 | 51-0606314 |
| 305-38 | Jacksonville | SunCrest Rehab Services | SunCrest Outpatient Rehab Services, LLC | 9143 Phillips Highway, Suite 170, Jacksonville, FL ###-###-#### | 26-1910553 | |
| 280-21 | Fort Lauderdale PC | Almost Family | Almost Family PC of Ft. Lauderdale, LLC | 5440 NW 33rd Ave, Suite 111 Ft. Lauderdale, FL ###-###-#### | 26-1260724 | |
| 322-21 | Naples PC | Almost Family | Almost Family PC of SW Florida, LLC | 851 5th Ave North, Suite 101 Naples, FL 34102-5582 | 26-1261522 | |
| 303-23 | Ormond Beach PC | Apex Companion Care | Caretenders Visiting Services of St. Augustine, LLC | 310 Wilmette Ave, Suite 4 Ormond Beach, FL 32174-8105 | 20 ###-###-#### | |
| 354-21 | SunCrest Tampa PC | SunCrest OMNI | SunCrest Home Health of Tampa, LLC | 200 S. Hoover Blvd, Suite 160, Tampa, FL ###-###-#### | 27 ###-###-#### | |
| 350-38 | Gainesville Rehab | Mederi Caretenders Health & Rehab | Caretenders Visiting Services of Gainesville, LLC | 8109 NW 27th Blvd Gainesville, FL ###-###-#### | 30-0425715 | |
| 240-31 | Atlanta, GA (Marietta) | Parent | SunCrest Home Health | SunCrest Home Health of Georgia, Inc. | 2440 Lake Park Dr., Ste 110, Smryna, GA 30080-8993 | 26-1911187 |
| 242-31 | Gainesville | Parent | SunCrest Home Health | SunCrest Home Health of Georgia, Inc. | 906A Interstate Ridge Drive, Gainesville, GA 30501-7074 | 26-1911187 |
| 244-31 | Covington | Parent | SunCrest Home Health | SunCrest Home Health of Georgia, Inc. | 5109 Highway 278 NE, Suite C,, Covington, GA 30014-2608 | 26-1911187 |
| 243-31 | Riverdale | Parent | SunCrest Home Health | SunCrest Home Health of Georgia, Inc. | 29 Upper Riverdale Road Southwest, Suite 130, Riverdale, GA 30274-2616 | 26-1911187 |
| 243-32 | Griffin | Branch | SunCrest Home Health | SunCrest Home Health of Georgia, Inc. | 315 South 9th Street, Griffin, GA 30224-4111 | 26-1911187 |
| 243-33 | Newnan | Branch | SunCrest Home Health | SunCrest Home Health of Georgia, Inc. | 246 Bullsboro Drive, Suite D & E, Newnan, GA 30263-3166 | 26-1911187 |
| 246-31 | Savannah | Parent | SunCrest Home Health | SunCrest Home Health of Georgia, Inc. | 7370 Hodgson Memorial Drive, Suite A7, Savannah, GA ###-###-#### | 26-1911187 |
| 246-32 | Adel | Parent | SunCrest Home Health | SunCrest Home Health of South GA, Inc. | 110 E. 4th Street, Adel, GA ###-###-#### | 27-0678757 |
| 241-31 | Atlanta Metro | Parent | SunCrest Home Health | SunCrest Home Health- Southside, LLC | 7840 Roswell Rd., Ste. 215, Atlanta, GA 30350-6877 | 45 ###-###-#### |
| 250-31 | Fairview Heights | Parent | Mederi Caretenders | Caretenders Visiting Services of Southern Illinois, LLC | 141 Market Place Dr Suite 110, Fairview Heights IL ###-###-#### | 20 ###-###-#### |
| 250-32 | Breese | Branch | Mederi Caretenders | Caretenders Visiting Services of Southern Illinois, LLC | 496 Memorial Drive Breese, IL ###-###-#### | 20 ###-###-#### |
| 250-34 | Jefferson County (Mt. Vernon) | Branch | Mederi Caretenders | Caretenders Visiting Services of Southern Illinois, LLC | 4202 Williamson Place, Suite 1 Mt. Vernon, IL ###-###-#### | 20 ###-###-#### |
| 254-31 | Tinley Park | Parent | OMNI Home Care | Home Health Agency- Illinois, LLC | 19146 S. 88th Avenue, Mokena, IL 60448-8135 | 59 ###-###-#### |
| 145-31 | New Albany | Parent | Caretenders | Caretenders Visiting Services of Kentuckiana, LLC | 1724 State Street New Albany, IN 47150-4604 | 20 ###-###-#### |
| 145-32 | Jeffersonville | Branch | Caretenders | Caretenders Visiting Services of Kentuckiana, LLC | 63 Quartermaster Court Jeffersonville, IN 47130-3623 | 20 ###-###-#### |
| 146-31 | Columbus | Parent | Angels of Mercy Homecare | Caretenders Visiting Services of Kentuckiana, LLC | 522 Franklin Street Columbus IN ###-###-#### | 20 ###-###-#### |
| 150-31 | Marion | Parent | Angels of Mercy Homecare | IN Homecare Network North, LLC | 1800 N. Wabash St, Ste 100, Marion IN ###-###-#### | 46 ###-###-#### |
| 150-34 | Logansport | Branch | Angels of Mercy Homecare | IN Homecare Network North, LLC | 444 Mall Rd, Suite 1, Logansport, IN ###-###-#### | 46 ###-###-#### |
| 150-33 | Warsaw | Branch | Angels of Mercy Homecare | IN Homecare Network North, LLC | 2280 Provident Ct, Suite D, Warsaw, IN ###-###-#### | 46 ###-###-#### |
| 151-31 | Muncie | Parent | Indiana Homecare Network | IN Homecare Network North, LLC | 3705 N. Briarwood Ln Muncie, IN ###-###-#### | 46 ###-###-#### |
| 152-31 | Greenwood | Parent | Angels of Mercy Homecare | IN Homecare Network Central, LLC | 973 Emerson Pkwy. Suite B, Greenwood, IN 46143-6907 | 46 ###-###-#### |
| 147-31 | Huntingburg | Parent | Angels of Mercy Homecare | Caretenders Visiting Services of Kentuckiana, LLC | 511 E. 4th St, Suite 111, Huntingburg, IN ###-###-#### | 20 ###-###-#### |
| 144-34 | Richmond | Parent | OMNI Home Care | Home Health Agency- Indiana, LLC | 111 Garwood Road, Richmond, IN ###-###-#### | 20-1408322 |
| 144-31 | Evansville | Parent | OMNI Home Care | Home Health Agency- Indiana, LLC | 600 N. Weinbach Ave, Suite 610, Evansville, IN 47711-5976 | 20-1408322 |
| 120-31 | Lexington VS | Parent | Caretenders | Caretenders VS of Central KY, LLC | 2432 Regency Road, Suite 150 Lexington, KY 40503-2989 | 26-1259391 |
| 120-32 | Frankfort VS | Branch | Caretenders | Caretenders VS of Central KY, LLC | 101 Medical Heights Drive Suite O Frankfort, KY 40601-4137 | 26-1259391 |
| 120-33 | Danville VS | Branch | Caretenders | Caretenders VS of Central KY, LLC | 101 Ponder Ct. Suite A, Danville KY 40422-9007 | 26-1259391 |
| 120-34 | Richmond VS | Branch | Caretenders | Caretenders VS of Central KY, LLC | 5008 Atwood Drive, Ste. 1 Richmond, KY 40475-8184 | 26-1259391 |
| 120-35 | Georgetown VS | Branch | Caretenders | Caretenders VS of Central KY, LLC | 1571 Paris Rd Ste F Georgetown KY 40324-8804 | 26-1259391 |
| 141-31 | Owensboro VS | Parent | Caretenders | Caretenders VS of Western KY, LLC | 2200 East Parish Ave, Bldg. E, Suite 203 Owensboro, KY ###-###-#### | 26-1258938 |
| 141-32 | Henderson VS | Branch | Caretenders | Caretenders VS of Western KY, LLC | 1630 Second St Henderson, KY ###-###-#### | 26-1258938 |
| 141-33 | Madisonville VS | Branch | Caretenders | Caretenders VS of Western KY, LLC | 352 East Center Street Madisonville, KY ###-###-#### | 26-1258938 |
| 141-34 | Ohio County | Branch | Caretenders | Caretenders VS of Western KY, LLC | 112 McMurtry Street Suite 2 Hartford, KY 42347 | 26-1258938 |
| 142-34 | Caldwell County | Parent | Caldwell County Hospital Home Health Agency | Caretenders VS of Western KY, LLC | 1310 US Highway 62 West, Princeton, KY ###-###-#### | 26-1258938 |
| 100-31 | Louisville VS | Parent | Caretenders | Caretenders VS of Louisville, LLC | 4545 Bishop Lane, Suite 200 Louisville, KY 40218-4574 | 26-1264112 |
| 100-34 | Shepherdsville/Lebanon Junction VS | Branch | Caretenders | Caretenders VS of Louisville, LLC | 1553 Hwy 44 East, Ste. 1 Shepherdsville, KY 40165-7183 | 26-1264112 |
| 100-37 | LaGrange VS | Branch | Caretenders | Caretenders VS of Louisville, LLC | 2206 Commerce Pkwy, Suite A LaGrange, KY 40031-8791 | 26-1264112 |
| 100-32 | Louisville Central VS | Branch | Caretenders | Caretenders VS of Louisville, LLC | 1169 Eastern Parkway, Suite 3323 Louisville, KY 40217-1415 | 26-1264112 |
| 100-35 | Shelbyville VS | Branch | Caretenders | Caretenders VS of Louisville, LLC | 197 Alpine Drive Shelbyville, KY 40065-8878 | 26-1264112 |
| 100-36 | Louisville SW VS | Branch | Caretenders | Caretenders VS of Louisville, LLC | 9702 Stonestreet Road, Medical Office Bldg. 1, Suite 330 Louisville, KY 40272-6820 | 26-1264112 |
| 102-31 | Elizabethtown VS | Parent | Caretenders | Caretenders VS of Lincoln Trail, LLC | 1105 Juliana Court, Ste. 3 Elizabethtown, KY ###-###-#### | 26 ###-###-#### |
| 102-32 | Nelson County VS (Bardstown) | Branch | Caretenders | Caretenders VS of Lincoln Trail, LLC | 935A Chambers Blvd Bardstown, KY 40004-2575 | 26 ###-###-#### |
| 102-33 | Meade County VS (Brandenburg) | Branch | Caretenders | Caretenders VS of Lincoln Trail, LLC | 1270 Old Ekron Road, Suite C Brandenburg, KY 40108-8345 | 26 ###-###-#### |
| 200-31 | Northern Kentucky VS | Parent | Caretenders of Northern KY | Caretenders VS of Central KY, LLC | 168 Barnwood Drive, Suite A Edgewood, KY 41017-2501 | 26-1259391 |
| 160-31 | Boston (Newton) | Parent | Caretenders | Caretenders VS of Boston, LLC | 29 Crafts Street, Suite 330 Newton, MA ###-###-#### | 26-1258759 |
| 160-32 | Boston N. (Andover) | Branch | Caretenders | Caretenders VS of Boston, LLC | 401 Andover Street, Suite 102 North Andover, MA ###-###-#### | 26-1258759 |
| 160-33 | Boston W. (Westborough) | Branch | Caretenders | Caretenders VS of Boston, LLC | 287 Turnpike Road Suite 285 Westborough, MA 01581 | 26-1258759 |
| 160-34 | Boston S. (Braintree) | Branch | Caretenders | Caretenders VS of Boston, LLC | 222 Forbes Road, Suite 102 Braintree, MA 02184-2719 | 26-1258759 |
| 161-31 | Western Mass | Parent | Caretenders | Caretenders VS of Boston, LLC | 330 Whitney Ave, Ste 720, Holyoke, MA 01040-2659 | 26-1258759 |
| 190-31 | St. Louis | Parent | Mederi Caretenders | Caretenders Visiting Services of St. Louis, LLC | 655 Craig Road, Suite 140 Creve Coeur, MO 63141-7168 | 20 ###-###-#### |
| 190-32 | Sullivan | Branch | Mederi Caretenders | Caretenders Visiting Services of St. Louis, LLC | 33 North Clark, Ste. B Sullivan, MO 63030-1600 | 20 ###-###-#### |
| 190-33 | St. Charles (O'Fallon) | Branch | Mederi Caretenders | Caretenders Visiting Services of St. Louis, LLC | 1041 Peruque Crossing Court, Suite B, O'Fallon, Mo ###-###-#### | 20 ###-###-#### |
| 190-34 | St. Louis East (Wise Ave.) | Branch | Mederi Caretenders | Caretenders Visiting Services of St. Louis, LLC | 6410 Wise Ave Saint Louis, Mo 63139-3315 | 20 ###-###-#### |
| 134-35 | Hernando | Branch | Homechoice Health Services | SunCrest Healthcare of West Tennessee, LLC | 2007 Oak Tree Cove, Hernando, MS ###-###-#### | 37-1550880 |
| 134-36 | Holly Springs | Branch | Homechoice Health Services | SunCrest Healthcare of West Tennessee, LLC | 491 B Craft Street, Holly Springs, MS ###-###-#### | 37-1550880 |
| 401-31 | Passaic / Clifton | Parent | Patient Care | Patient Care New Jersey, Inc. | 6 Brighton Rd Ste 107, Clifton NJ 07012-1604 | 20-1574433 |
| 401-32 | Morris County (Denville) | Branch | Patient Care | Patient Care New Jersey, Inc. | 400 Morris Ave, Ste. 218 Denville, NJ ###-###-#### | 20-1574433 |
| 401-33 | Bergen County (Rochelle Park) | Branch | Patient Care | Patient Care New Jersey, Inc. | 365 West Passaic Street Rochelle Park, NJ ###-###-#### | 20-1574433 |
| 401-34 | North Passaic / Pompton Lakes | Branch | Patient Care | Patient Care New Jersey, Inc. | 795 Franklin Ave, Ste C201 Franklin Lakes, NJ ###-###-#### | 20-1574433 |
| 400-31 | West Orange | Parent | Patient Care | Patient Care Medical Services, Inc. | 300 Executive Drive, Suite 175 West Orange, NJ 07052-0077 | 22 ###-###-#### |
| 400-32 | Newark | Branch | Patient Care | Patient Care Medical Services, Inc. | 495 N. 13th Street, Suite 24-2-1 Newark, NJ 07107-1317 | 22 ###-###-#### |
| 220-35 | Fairfield (Lancaster) | Parent | Caretenders VNA | Caretenders VS of Ohio, LLC | 1231 East Main Street Lancaster, OH 43130-4058 | 26 ###-###-#### |
| 220-36 | Columbus | Branch | Caretenders VNA | Caretenders VS of Ohio, LLC | 1900 Crown Park Court Suite C Columbus, OH ###-###-#### | 26 ###-###-#### |
| 272-31 | Beachwood | Parent | Caretenders | Caretenders of Cleveland, Inc. | 23611 Chagrin Blvd, Suite 130 Beachwood, OH 44122-5540 | 61-1306845 |
| 272-33 | Akron | Branch | Caretenders | Caretenders of Cleveland, Inc. | 1225 E. Waterloo Road Akron, OH ###-###-#### | 61-1306845 |
| 272-32 | Parma/Middleburg Heights | Branch | Caretenders | Caretenders of Cleveland, Inc. | 18000 Jefferson Park Rd, Suite 103 Middleburg Heights, OH 44130-3486 | 61-1306845 |
| 272-34 | Youngstown | Branch | Caretenders | Caretenders of Cleveland, Inc. | 130 Churchill-Hubbard Rd Youngstown, OH ###-###-#### | 61-1306845 |
| 273-22 | Canton | Branch | Caretenders | Caretenders of Cleveland, Inc. | 4565 Dressler Road N.W., Suite LL02, Canton, OH ###-###-#### | 61-1306845 |
| 272-35 | Ashtabula County | Branch | Caretenders | Caretenders of Cleveland, Inc. | 2602 Hubbard Road Madison, OH 44057 | 61-1306845 |
| Shaker Heights | Branch | Caretenders | Caretenders of Cleveland, Inc. | 20600 Chagrin Blvd. Suite 290 Shaker Heights, OH 44122-5344 | 61-1306845 | |
| 220-37 | Fayette (Washington C.H.) | Parent | Caretenders VNA | Caretenders VNA of Ohio, LLC | 1450 Columbus Avenue, Suite 102, Washington Courthouse, OH 43160-1987 | 27 ###-###-#### |
| 200-33 | Cincinnati | Parent | Caregivers Health Network | Caretenders VS of SE Ohio, LLC | 9912 Carver Rd Ste 100 Blue Ash OH ###-###-#### | 45-1139239 |
| 275-31 | Canton | Parent | Cambridge Caretenders | Cambridge Home Health Care, Inc. | 4840 Higbee Ave NW, Canton, OH ###-###-#### | 34-1772291 |
| 275-24 | New Philadelphia | Branch | Cambridge Caretenders | Cambridge Home Health Care, Inc. | 525 West high Ave New Philadelphia, OH 44663 | 34-1772291 |
| 275-22 | Wooster | Branch | Cambridge Caretenders | Cambridge Home Health Care, Inc. | 210 East Milltown, Suite C Wooster, OH 44691 | 34-1772291 |
| 275-25 | Salem | Branch | Cambridge Caretenders | Cambridge Home Health Care, Inc./Private | 1098-B East State Street Salem, OH 44460 | 34-1772292 |
| 276-25 | Steubenville | Branch | Cambridge Caretenders | Cambridge Home Health Care, Inc./Private | 2615 Sunset Boulevard, Steubenville, OH ###-###-#### | 34-1772292 |
| 278-31 | Mansfield | Parent | Cambridge Home Health Care | Cambridge Home Health Care, Inc. | 780 Park Ave West Mansfield, OH ###-###-#### | 34-1772291 |
| 278-22 | Mt. Vernon | Branch | Cambridge Home Health Care | Cambridge Home Health Care, Inc. | 314 South Main Street Mount Vernon, OH 43050 | 34-1772291 |
| 278-24 | Ashland | Branch | Cambridge Home Health Care | Cambridge Home Health Care, Inc. | 1630 Eagle Way Ashland, OH 44805 | 34-1772291 |
| 278-25 | Marion | Branch | Cambridge Home Health Care | Cambridge Home Health Care, Inc. | 165 W. Center St. Ste 401 Marion, OH ###-###-#### | 34-1772291 |
| 274-31 | Ravenna | Parent | Cambridge Home Health Care | Cambridge Home Health Care, Inc. | 1949 State Route 59, Suite 101 Kent, OH ###-###-#### | 34-1772291 |
| 277-31 | Sandusky | Parent | Cambridge Home Health Care | Cambridge Home Health Care, Inc. | 2819 South Hayes Ave Suite 5 Sandusky, OH ###-###-#### | 34-1772291 |
| 277-24 | Elyria (formally Medina) | Branch | Cambridge Home Health Care | Cambridge Home Health Care, Inc. | 1204 E Broad St Elyria OH 44035-6308 | 34-1772291 |
| 277-25 | Middleburg Heights | Branch | Cambridge Home Health Care | Cambridge Home Health Care, Inc. | 7043 Pearl Road, Suite 260 Middleburg Heights, OH 44130 | 34-1772291 |
| 202-31 | Springfield | Parent | Cambridge Caretenders | Cambridge Home Health Care, Inc. | 1130 Vestor Ave, Springfield OH ###-###-#### | 34-1772291 |
| 202-24 | Dayton | Branch | Cambridge Caretenders | Cambridge Home Health Care, Inc. | 7025 Old Troy Pike Huber Heights, OH ###-###-#### | 34-1772291 |
| 205-31 | Zanesville | Parent | Cambridge Caretenders | Cambridge Home Health Care, Inc. | 1100 Brandywine Blvd, Ste E, 1st Fl Zanesville, OH 43701 | 34-1772291 |
| 205-23 | Marietta | Branch | Cambridge Caretenders | Cambridge Home Health Care, Inc./Private | 109 Scammel Street Marietta, OH 45750 | 34-1772292 |
| 205-22 | Cambridge | Branch | Cambridge Caretenders | Cambridge Home Health Care, Inc./Private | 1300 Clark St, Suite 7, Cambridge OH ###-###-#### | 34-1772292 |
| 205-24 | Athens | Branch | Cambridge Caretenders | Cambridge Home Health Care, Inc./Private | 213 Columbus Road, Suite 103 Athens, OH 45701 | 34-1772292 |
| 205-25 | Newark | Cambridge Caretenders | Cambridge Home Health Care, Inc./Private | 1949 Tamarack Road Newark, OH 43055-1300 | 34-1772292 | |
| 220-22 | Chillicothe | Cambridge Home Health Care | Cambridge Home Health Care, Inc./Private | 74 North Plaza Blvd Chillicothe, OH 45601 | 34-1772292 | |
| 277-21 | Findlay | Cambridge Home Health Care | Cambridge Home Health Care, Inc./Private | 116 South Main Street Findlay, OH 45840 | 34-1772292 | |
| 274-22 | Medina | Cambridge Home Health Care | Cambridge Home Health Care, Inc./Private | 520 East Smith Road Medina OH ###-###-#### | 34-1772292 | |
| 277-22 | Toledo | Cambridge Home Health Care | Cambridge Home Health Care, Inc./Private | 1574 Henthorne Dr, Suite B, Maumee OH ###-###-#### | 34-1772292 | |
| 274-23 | Twinsburg | Cambridge Home Health Care | Cambridge Home Health Care, Inc./Private | 8536 Crow Dr, Suite 230, Macedonia OH 44056-1900 | 34-1772292 | |
| 274-21 | Youngstown | Cambridge Home Health Care | Cambridge Home Health Care, Inc./Private | 5423 Mahoning Avenue, Suite C Austintown, OH 44515 | 34-1772292 | |
| 430-31 | Wyomissing | Parent | Patient Care | Patient Care Pennsylvania, Inc. | 2201 Ridgewood Road, Suite 210 Wyomissing, PA ###-###-#### | 37-1459396 |
| 431-31 | Hermitage | Parent | Cambridge Home Health Care | Cambridge Home Health Care, Inc. | 3553 East State St Hermitage, PA 16148-3450 | 34-1772291 |
| 431-23 | Butler | Branch | Cambridge Home Health Care | Cambridge Home Health Care, Inc. | 1140 N. Main Street Ext. Butler, PA 16001 | 34-1772291 |
| 435-31 | Carnegie | Parent | OMNI Home Care | Home Health Agency- Pennsylvania, LLC | 600 North Bell Ave, Suite 130 , Carnegie, PA 15106-4324 | 59 ###-###-#### |
| 436-31 | Tyrone | Parent | OMNI Home Care | Home Health Agency- Central Pennsylvania, LLC | 221 Hospital Drive, Suite 2, Tyrone, PA ###-###-#### | 20-1497787 |
| 432-31 | Harrisburg | Parent | OMNI Home Care | Home Health Agency- Central Pennsylvania, LLC | 6310 Allentown Blvd, Ste 100 Harrisburg, PA 17112-2739 | 20-1497787 |
| 432-32 | York | Branch | OMNI Home Care | Home Health Agency- Central Pennsylvania, LLC | 873 Clare Lane, York, PA ###-###-#### | 20-1497787 |
| 437-31 | Elkins Park | Parent | OMNI Home Care | Home Health Agency- Philadelphia, LLC | 872 Jenkintown Road, Suite 2, Elkins Park, PA 19027-1649 | 20-1408427 |
| 434-31 | Allentown | Parent | OMNI Home Care | Home Health Agency- Philadelphia, LLC | 5000 Tilghman St Suite 110 Allentown PA 18104-9167 | 20-1408427 |
| 433-31 | Hazelton | Parent | OMNI Home Care | Home Health Agency- Philadelphia, LLC | Beltway Commons, 426 Airport Road, Suite 138, Hazel Township, PA ###-###-#### | 20-1408427 |
| 134-31 | Memphis | Parent | Homechoice Health Services | SunCrest Healthcare of West Tennessee, LLC | 2606 Corporate Avenue, Suite 201, Memphis, TN 38132-1708 | 37-1550880 |
| 134-37 | Bolivar | Branch | Homechoice Health Services | SunCrest Healthcare of West Tennessee, LLC | 608-C Tennessee Street, Bolivar, TN 38008-2443 | 37-1550880 |
| 134-33 | Brownsville | Branch | Homechoice Health Services | SunCrest Healthcare of West Tennessee, LLC | 1310 East College Street, Brownsville, TN 38012-1657 | 37-1550880 |
| 134-22 | Covington PD | Branch | Homechoice Health Services | SunCrest Healthcare of West Tennessee, LLC | 442 Highway 51 North, Suite G, Covington, TN 38019-2374 | 37-1550880 |
| 134-21 | Memphis (Kirby) PD | Branch | Homechoice Health Services | SunCrest Healthcare of West Tennessee, LLC | 2603 Corporate Ave., Suite 260, Memphis, TN 38132-1716 | 37-1550880 |
| 136-31 | Clarksville | Parent | SunCrest Home Health | SunCrest Home Health of Nashville, Inc. | 2292 Dalton Dr Suite A, Clarksville, TN 37043-8960 | 27 ###-###-#### |
| 136-32 | Dickson | Branch | SunCrest Home Health | SunCrest Home Health of Nashville, Inc. | 699 Highway 70 E, Dickson, TN 37055-2156 | 27 ###-###-#### |
| 130-31 | Madison | Parent | SunCrest Home Health | SunCrest Healthcare of Middle TN, LLC | 1210 Briarville Road, Building D, Madison, TN 37115-5141 | 71-1017674 |
| 130-33 | Franklin | Branch | SunCrest Home Health | SunCrest Healthcare of Middle TN, LLC | 1896 General George Patton Drive, Suite 500, Franklin, TN 37067-4608 | 71-1017674 |
| 130-35 | Lafayette | Branch | SunCrest Home Health | SunCrest Healthcare of Middle TN, LLC | 12124 Highway 52W Suite 2 Westmoreland TN 37186-3245 | 71-1017674 |
| 130-21 | Madison (Cude Lane) PD | Branch | SunCrest Home Health | SunCrest Healthcare of Middle TN, LLC | 168 Cude Lane, Madison TN, 37115-2202 | 71-1017674 |
| 130-34 | Gallatin | Branch | SunCrest Home Health | SunCrest Healthcare of Middle TN, LLC | 600 West Nashville Pike, Suite 200, Gallatin, TN 37066-7140 | 71-1017674 |
| 131-31 | Smithville | Parent | SunCrest Home Health | SunCrest Healthcare of East Tennessee, LLC | 471 West Broad Street, Smithville, TN 37166-1116 | 26 ###-###-#### |
| 131-35 | Sparta | Branch | SunCrest Home Health | SunCrest Healthcare of East Tennessee, LLC | 451 Vista Dr, Sparta Medical Office Complex, Sparta, TN ###-###-#### | 26 ###-###-#### |
| 131-32 | Cookeville | Branch | SunCrest Home Health | SunCrest Healthcare of East Tennessee, LLC | 345 S. Jefferson Street, Suite 201, Cookeville, TN ###-###-#### | 26 ###-###-#### |
| 131-36 | Woodbury | Branch | SunCrest Home Health | SunCrest Healthcare of East Tennessee, LLC | 828 McMinnville Highway, Woodbury, TN 37190-1241 | 26 ###-###-#### |
| 131-34 | McMinnville | Branch | SunCrest Home Health | SunCrest Healthcare of East Tennessee, LLC | 417 North Chancery Street, McMinnville, TN 37110-2049 | 26 ###-###-#### |
| 131-33 | Lebanon | Branch | SunCrest Home Health | SunCrest Healthcare of East Tennessee, LLC | 1312 W. Main Stree, Suite A, Lebanon, TN 37087-3284 | 26 ###-###-#### |
| 132-31 | Tazewell | Parent | SunCrest Home Health | Tennessee Nursing Services of Morristown, Inc. | 409 Cawood Road, Tazewell, TN ###-###-#### | 62-1049414 |
| 132-32 | Kingsport | Branch | SunCrest Home Health | Tennessee Nursing Services of Morristown, Inc. | 105 W. Stone Dr, Kingsport, TN ###-###-#### | 62-1049414 |
| 132-33 | Jefferson City | Branch | SunCrest Home Health | Tennessee Nursing Services of Morristown, Inc. | 657 Broadway Ste B Jefferson City TN ###-###-#### | 62-1049414 |
| 132-38 | Tazewell - Hospice | Parent | SunCrest Hospice | Tennessee Nursing Services of Morristown, Inc. | 409 Cawood Road, Tazewell, TN ###-###-#### | 62-1049414 |
| 133-31 | Manchester | Parent | SunCrest Home Health | SunCrest Home Health of Manchester, Inc. | 1914 McArthur Street, Manchester, TN ###-###-#### | 27 ###-###-#### |
| 133-33 | Shelbyville | Branch | SunCrest Home Health | SunCrest Home Health of Manchester, Inc. | 313 Colloredo Boulevard, Suites 4 & 5, Shelbyville, TN 37160-2788 | 27 ###-###-#### |
| 133-34 | Winchester | Branch | SunCrest Home Health | SunCrest Home Health of Manchester, Inc. | 155 Hospital Rd., Suite B, Winchester, TN ###-###-#### | 27 ###-###-#### |
| 133-32 | Murfreesboro | Branch | SunCrest Home Health | SunCrest Home Health of Manchester, Inc. | 215 Castlewood Drive, Suite C, Murfreesboro, TN 37129-5164 | 27 ###-###-#### |
| 131-21 | Smithville PD | SunCrest Home Health | SunCrest Healthcare of East Tennessee, LLC | 117 C East Bryant Street, Smithville, TN 37166-1339 | 26 ###-###-#### |
| - - |
