AMENDED AND RESTATED SECURITY AGREEMENT
Exhibit 10.4
EXECUTION COPY
AMENDED AND RESTATED SECURITY AGREEMENT
THIS AMENDED AND RESTATED SECURITY AGREEMENT (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “Agreement”) is made and entered into as of December 5, 2016, 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 (together with any additional Subsidiaries of the Borrower which become parties to this Agreement by executing a supplement hereto in the form attached as Annex I, collectively with the Borrower, the “Grantors”), and (iii) JPMORGAN CHASE BANK, N.A., acting as Administrative Agent (“Administrative Agent”) pursuant to the Amended and Restated Credit Agreement dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”; certain capitalized terms used in this Agreement have the meanings assigned to such terms 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 from time to time party thereto as defined in the Credit Agreement.
WHEREAS, the Credit Agreement amends and restates in its entirety the Existing Credit Agreement (as defined in the Credit Agreement), providing that, subject to the terms and conditions set forth in the Credit Agreement, the Lenders have severally agreed to make the Commitment for Loans and Letters of Credit and other financial accommodations to or for the account of the Borrower;
WHEREAS, as a condition to the effectiveness of the Existing Credit Agreement, certain of the Grantors entered into the Security Agreement, dated as of December 2, 2010, with the Administrative Agent (as previously amended, restated, supplemented or otherwise modified, the “Existing Security Agreement”);
WHEREAS, each Grantor party to the Existing Security Agreement wishes to affirm its obligations under the terms of the Existing Security Agreement and to amend and restate the terms of the Existing Security Agreement and each Grantor wishes to secure its obligations to the Secured Parties pursuant to the terms of this Agreement; and
WHEREAS, Lenders have required as one of the conditions to the effectiveness of the Credit Agreement that each of the Grantors execute and deliver this Agreement to Administrative Agent for its benefit and the ratable benefit of the Secured Parties;
NOW, THEREFORE, each of the Grantors and the Administrative Agent, on behalf of the Secured Parties, hereby agree as follows:
1. Reaffirmation and Grant of Security. Each Grantor party to the Existing Security Agreement acknowledges and agrees with the Administrative Agent that the Existing Security Agreement is amended, restated and superseded in its entirety pursuant to the terms hereof. Each Grantor party to the Existing Security Agreement reaffirms the security interest granted under the terms and conditions of the Existing Security Agreement and agrees that such security interest (including, without limitation, any filings made in connection therewith) remains in full force and effect and is hereby ratified, reaffirmed and confirmed. For valuable consideration, the receipt and
legal sufficiency of which is hereby acknowledged by the Grantors, each Grantor hereby pledges, assigns, transfers, and grants to Administrative Agent, for the benefit of itself and for the ratable benefit of the Secured Parties, a continuing security interest in all property described in Exhibit A attached to and made a part of this Agreement as Collateral (the “Collateral”) to secure the prompt and complete payment and performance of the Secured Obligations; provided, that in no case shall the Collateral include any Excluded Assets.
2. Authorization to File Financing Statements. Each 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 such 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 such Grantor is an organization, the type of organization, and any organizational identification number issued to such 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. Each Grantor agrees to furnish any such information to Administrative Agent promptly upon request. Each 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 (including, without limitation, any filings made in connection with the Existing Security Agreement).
3. Representations and Warranties. Each Grantor represents and warrants to Administrative Agent that:
A. Each Grantor’s exact legal name (i.e., the exact name of such Grantor as it appears in such Grantor’s organizational documents, as amended, as filed in such 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. Each Grantor’s mailing address and chief executive office 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 to this Agreement.
D. Each 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 any Grantor or any other business or organization to which such 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 such Grantor first set forth in this Agreement.
G. No Grantor holds any 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 a Grantor that have possession or are intended to have possession of any of the Collateral are set forth in Exhibit B to this Agreement.
I. Exhibit B to this Agreement contains a complete and accurate listing as of the date hereof of all Intellectual Property of any Grantor that is registered with the United States Patent and Trademark Office, the United States Copyright Office or other Governmental Authority.
J. The security interests granted pursuant to this Agreement constitute a legal and valid first priority security interest in favor of the Administrative Agent, for the benefit of the Secured Parties, securing the payment and performance of each Grantor’s Secured Obligations and upon completion of the filings and other actions specified on Exhibit C to this Agreement (all of which, in the case of all filings and other documents referred to on said Exhibit, have been delivered to the Administrative Agent in duly completed and executed form, as applicable, and may be filed by the Administrative Agent at any time) and payment of all filing fees, will constitute fully perfected security interests in all of the Collateral, prior to all other Liens on the Collateral except for those expressly permitted by Section 6.02 of the Credit Agreement.
4. Covenants. Each Grantor agrees with Administrative Agent that until the Secured Obligations have been paid in full and discharged to the satisfaction of Administrative Agent:
A. Each Grantor will execute and deliver to Administrative Agent all information, legal descriptions, financing statements and any amendments thereto to the extent, if any, that such 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 any 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, such 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 any Grantor at any time opens or maintains, such 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 such Grantor, or (ii) arrange for Administrative Agent to become the customer of the depositary bank with respect to the deposit account, with such Grantor being permitted, only with the consent of Administrative Agent, to exercise rights to withdraw funds from such deposit account. Each Grantor hereby appoints Administrative Agent as the attorney-in-fact for such Grantor, which appointment is coupled with an interest and is irrevocable, for the purpose of executing and delivering on each such Grantor’s behalf the agreements authorized in the immediately preceding sentence. The provisions of this Section 4(A)(2) 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 any 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, the Grantors 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 any Grantor.
(4) If any 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, such 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 any Grantor is at any time a beneficiary under a letter of credit with a stated amount of $25,000 or more, such Grantor shall promptly notify Administrative Agent thereof and, at the request and option of Administrative Agent, such 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 such 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 Secured Obligations or applied as a prepayment of the Loans.
(6) If any Grantor shall at any time hold or acquire a commercial tort claim with an estimated value of $25,000 or more, such Grantor shall immediately notify Administrative Agent in a writing signed by such 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 any Grantor at any time registers any Intellectual Property with an agency of the government of the United States, such 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 or otherwise protect the security interest of Administrative Agent for the benefit of the Secured Parties therein.
B. Each 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 such 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 such Grantor and the names and addresses of all account debtors and customers of such Grantor or such other information with respect to any Collateral as the Administrative Agent may reasonably request, 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. Each 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. Each Grantor will, if requested by Administrative Agent, insure the Collateral at such Grantor’s expense against such risks, in such amounts, and with such insurers as Administrative Agent may request. Each Grantor’s policies of insurance shall contain waiver of subrogation clauses, shall name Administrative Agent as an additional insured or loss payee, as applicable, pursuant to a standard Administrative Agent’s endorsement and shall, unless otherwise agreed by the Administrative Agent, provide that such policies may not be canceled or modified except on thirty (30) days’ prior written notice thereof (or ten (10) days in the case of cancellation for non-payment of premiums) from the insurer to Administrative Agent and otherwise shall be on terms satisfactory to Administrative Agent. Each 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. Each 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 any Grantor fails to obtain such insurance, Administrative Agent shall have the absolute right (but not the obligation) to obtain same at such Grantor’s expense, and such Grantor shall reimburse Administrative Agent therefor, with interest thereon at the Alternate Base Rate immediately upon Administrative Agent’s demand.
Each 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 Secured Obligations to Administrative Agent, and authorizes Administrative Agent as the agent of such 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 such 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 Secured Obligations, or endorsed to the applicable Grantor and disbursed from time to time by Administrative Agent at such 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 any such Grantor a first and prior security interest in such proceeds and cash and in all the repaired and replaced Collateral, and each such Grantor shall execute all such instruments in connection therewith as Administrative Agent shall require.
E. Each 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 such Grantor at any reasonable time and from time to time.
F. Each 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. Each Grantor will advise Administrative Agent in writing, at least thirty (30) days prior thereto, of any change in the locations where any of the Collateral is kept.
H. No Grantor will 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. No Grantor will (i) sign or authorize the signing on such Grantor’s behalf or the filing of any financing statement naming such 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 Section 6.02 of the Credit Agreement.
J. No Grantor will permit any material part of the Collateral to be levied upon under any legal process.
K. No Grantor will 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 such Grantor, without the prior written consent of Administrative Agent.
L. No Grantor will 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 such Grantor or the value of the security hereunder) by this Agreement.
M. No Grantor will 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.
N. No Grantor will, except upon thirty (30) days’ prior written notice to the Administrative Agent and the delivery to the Administrative Agent of duly authorized and, where required, executed copies of all additional financing statements and other documents reasonably requested by the Administrative Agent to maintain the validity, perfection and priority of the security interests provided for herein, (i) without limiting the prohibitions on mergers involving the Grantors contained in the Credit Agreement, change its legal name, jurisdiction of organization or the location of its chief executive office or sole place of business, if applicable, form that referred to in Exhibit B to this Agreement, or (ii) change its legal name, identity or structure to such an extent that any financing statement filed by the Administrative Agent in connection with this Agreement would become misleading.
O. No Grantor will, nor will it permit any Subsidiary to, amend, modify or waive any of its rights under its charter, articles or certificate of organization or incorporation and
bylaws or operating, management or partnership agreement, joint venture agreement or other organizational or governing documents, to the extent any such amendment, modification or waiver would be adverse to the Secured Parties.
5. Appointment of Attorney-in-Fact. Each Grantor hereby irrevocably appoints Administrative Agent as such 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.
Each Grantor acknowledges that pursuant to Section 9-509(b) of the UCC and any other applicable law, the Administrative Agent is authorized to file or record financing or continuation statements, and amendments thereto, and other filing or recording documents or instruments with respect to the Collateral in such form and in such offices as the Administrative Agent reasonably determines appropriate to perfect or maintain the perfection of the security interests of the Administrative Agent under this Agreement. Each Grantor agrees that such financing statements may describe the Collateral in the same manner as described in the Collateral Documents or as “all assets” or “all personal property” of such Grantor, whether now owned or hereafter existing or acquired by such Grantor or such other description as the Administrative Agent, in its sole judgment, determines is necessary or advisable. A photographic or other reproduction of this Agreement shall be sufficient as a financing statement or other filing or recording document or instrument for filing or recording in any jurisdiction.
6. Default and Remedies. Upon the occurrence of any Event of Default, Administrative Agent may declare all of the Secured 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 (whether or not the Kentucky UCC applies to the affected Collateral), the UCC of any other jurisdiction, and all other applicable laws or in equity, and shall also have all rights and remedies provided herein, and in any other agreements between any 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 any Grantor at a place reasonably convenient to Administrative Agent and such 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 any 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 any Grantor. Each Grantor will pay, as part of the Secured Obligations 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 such 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 any Grantor and encumbered by a lien in favor of Administrative Agent securing any part of the Secured 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 such 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 Secured Obligations and any remaining proceeds shall be paid to the applicable Grantor or other party entitled thereto.
7. Termination. This Agreement and the security interest and the rights of Administrative Agent hereunder shall terminate on the date that all of the Secured 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 Secured Obligations. Upon such termination, Administrative Agent shall, upon request of, and at the cost and expense of the Grantors, 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 Section 9.01 of the Credit Agreement. Each Grantor irrevocably designates Borrower as the agent for such Grantor for the purpose of receiving any notices from Administrative Agent or any other Secured Party pursuant to this Agreement and agrees that notices given by Administrative Agent or any
other Secured Party to the Borrower shall be effective as notice to each Grantor if given in a manner stipulated by the Credit Agreement.
9. Acknowledgments and Waivers. Each Grantor agrees that the whole or any part of the Collateral and any other security now or hereafter held for any of the Secured 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 Secured Obligations, and any pledgors of Collateral now or hereafter for any of the Secured Obligations may be released in whole or in part from time to time; that any of the Secured 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 Secured Obligations may be modified or waived on one or more occasions; and that each 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 any 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 any 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 Secured Obligations secured hereby. Each Grantor hereby waives any claim to marshalling of assets, any right to require that any action be brought against such 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 any Grantor, whether as replacement for any of the Collateral or otherwise.
B. This Agreement shall bind each 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 each Grantor of all the covenants, obligations and agreements of such 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 or any other Secured Party by this Agreement shall operate as a waiver thereof, and any waiver by Administrative Agent or any other Secured Party 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.
K. 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 any Grantor.
11. Counterparts and Effectiveness. This Agreement may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. Delivery of an executed counterpart of a signature page of this Agreement by facsimile, e-mailed .pdf or any other electronic means that reproduces an image of the actual executed signature page shall be effective as delivery of a manually executed counterpart of this Agreement. This Agreement shall become effective when it shall have been executed by the Administrative Agent and when the Administrative Agent shall have received counterparts hereof which, when taken together, bear the signatures of each of the other parties hereto, and thereafter shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. The words “execution,” “signed,” “signature,” “delivery,” and words of like import in or relating to any document to be signed in connection with this Agreement and the transactions contemplated hereby shall be deemed to include Electronic Signatures, deliveries or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature, physical delivery thereof or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act; provided that nothing herein shall require the Administrative Agent to accept electronic signatures in any form or format without its prior written consent.
12. Governing Law. This Agreement was negotiated in the Commonwealth of Kentucky, the promissory note or notes secured by this Agreement were delivered by each applicable 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 each Grantor and Administrative Agent agree has a substantial relationship to such 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.
13. Consent to Jurisdiction and Venue. Each Grantor hereby consents to the jurisdiction of any state or federal court located within the County of Jefferson, Commonwealth of Kentucky, in connection with any action or proceeding pertaining to this Agreement or the Secured Obligations, 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 Secured Obligations secured hereby shall be litigated in such courts, and each Grantor waives any objection that such 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 or any Secured Party to bring any action or proceeding against any Grantor or the property of any Grantor in the courts of any other jurisdiction.
14. WAIVER OF TRIAL BY JURY. THE ADMINISTRATIVE AGENT AND EACH 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.
< the balance of this page intentionally has been left blank >
IN WITNESS WHEREOF, the parties have executed this Agreement on the date first above written.
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“Borrower” | |
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ALMOST FAMILY, INC., a Delaware corporation | |
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By: |
/s/ C. Xxxxxx Xxxxxxxxx |
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C. Xxxxxx Xxxxxxxxx, as President, Principal Financial Officer, Secretary and Treasurer |
“Subsidiary Guarantors”
[Signature Page to Amended and Restated Security Agreement]
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1 |
ADULT DAY CARE OF AMERICA, INC., a Delaware corporation |
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2 |
AFAM MERGER, INC., a Delaware corporation |
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3 |
CAMBRIDGE HOME HEALTH CARE, INC., an Ohio corporation |
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4 |
CAMBRIDGE HOME HEALTH CARE, INC./PRIVATE, an Ohio corporation |
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5 |
CAMBRIDGE HOME HEALTH CARE HOLDINGS, INC., a Delaware corporation |
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6 |
CARETENDERS OF CLEVELAND, INC., a Kentucky corporation |
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7 |
CARETENDERS OF COLUMBUS, INC., a Kentucky corporation |
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8 |
CARETENDERS VISITING SERVICES EMPLOYMENT COMPANY, INC., a Kentucky corporation |
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9 |
NATIONAL HEALTH INDUSTRIES, INC., a Kentucky corporation |
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10 |
OMNI HOME HEALTH HOLDINGS, INC., a Delaware corporation |
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11 |
PATIENT CARE MEDICAL SERVICES, INC., a New Jersey corporation |
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12 |
PATIENT CARE NEW JERSEY, INC., a Delaware corporation |
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13 |
PATIENT CARE PENNSYLVANIA, INC., a Delaware corporation |
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14 |
PATIENT CARE, INC., a Delaware corporation |
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15 |
PRIORITY CARE, INC., a Connecticut corporation |
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16 |
SUNCREST HEALTHCARE, INC., a Georgia corporation |
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17 |
SUNCREST HOME HEALTH OF AL, INC., an Alabama corporation |
[Signature Page to Amended and Restated Security Agreement]
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18 |
SUNCREST HOME HEALTH OF CLAIBORNE COUNTY, INC., a Tennessee corporation |
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19 |
SUNCREST HOME HEALTH OF GEORGIA, INC., a Georgia corporation |
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20 |
SUNCREST HOME HEALTH OF MANCHESTER, INC., a Tennessee corporation |
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21 |
SUNCREST HOME HEALTH OF NASHVILLE, INC., a Tennessee corporation |
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XXXXXXXX XXXX XXXXXX XX XXXXX XX, INC., a Georgia corporation |
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23 |
SUNCREST LBL HOLDINGS, INC., a Tennessee corporation |
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24 |
SUNCREST TELEHEALTH SERVICES, INC., a Tennessee corporation |
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25 |
TENNESSEE NURSING SERVICES OF MORRISTOWN, INC., a Tennessee corporation |
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26 |
XXXXX COUNTY HOME HEALTH, INC., a Kentucky corporation |
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27 |
AFAM ACQUISITION LLC, a Kentucky limited liability company |
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28 |
ALMOST FAMILY ACO SERVICES OF KENTUCKY, LLC, a Kentucky limited liability company |
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29 |
ALMOST FAMILY ACO SERVICES OF SOUTH FLORIDA, LLC, a Florida limited liability company |
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30 |
ALMOST FAMILY ACO SERVICES OF TENNESSEE, LLC, a Tennessee limited liability company |
[Signature Page to Amended and Restated Security Agreement]
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31 |
ALMOST FAMILY PC OF FT. LAUDERDALE, LLC, a Florida limited liability company |
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32 |
ALMOST FAMILY PC OF KENTUCKY, LLC, a Kentucky limited liability company |
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33 |
ALMOST FAMILY PC OF SW FLORIDA, LLC, a Florida limited liability company |
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34 |
ALMOST FAMILY PC OF WEST PALM, LLC, a Florida limited liability company |
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35 |
BGR ACQUISITION, LLC, a Florida limited liability company |
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36 |
CARETENDERS OF JACKSONVILLE, LLC, a Florida limited liability company |
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37 |
CARETENDERS VISITING SERVICES OF DISTRICT 6 LLC, a Kentucky limited liability company |
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38 |
CARETENDERS VISITING SERVICES OF DISTRICT 7 LLC, a Kentucky limited liability company |
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39 |
CARETENDERS VISITING SERVICES OF GAINESVILLE, LLC, a Florida limited liability company |
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40 |
CARETENDERS VISITING SERVICES OF HERNANDO COUNTY, LLC, a Florida limited liability company |
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41 |
CARETENDERS VISITING SERVICES OF KENTUCKIANA, LLC, a Kentucky limited liability company |
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42 |
CARETENDERS VISITING SERVICES OF COLUMBUS, LLC, an Ohio limited liability company |
[Signature Page to Amended and Restated Security Agreement]
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43 |
CARETENDERS VISITING SERVICES OF OCALA, LLC, a Florida limited liability company |
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44 |
CARETENDERS VISITING SERVICES OF ORLANDO, LLC, a Kentucky limited liability company |
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45 |
CARETENDERS VISITING SERVICES OF PINELLAS COUNTY, LLC, a Florida limited liability company |
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46 |
CARETENDERS VISITING SERVICES OF SOUTHERN ILLINOIS, LLC, an Illinois limited liability company |
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47 |
CARETENDERS VISITING SERVICES OF ST. AUGUSTINE, LLC, a Florida limited liability company |
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48 |
CARETENDERS VISITING SERVICES OF ST. LOUIS, LLC, a Missouri limited liability company |
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49 |
CARETENDERS VNA OF OHIO, LLC, an Ohio limited liability company |
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50 |
CARETENDERS VS OF BOSTON, LLC, a Massachusetts limited liability company |
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51 |
CARETENDERS VS OF CENTRAL KY, LLC, a Kentucky limited liability company |
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52 |
CARETENDERS VS OF LINCOLN TRAIL, LLC, a Kentucky limited liability company |
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53 |
CARETENDERS VS OF LOUISVILLE, LLC, a Kentucky limited liability company |
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54 |
CARETENDERS VS OF OHIO, LLC, an Ohio limited liability company |
[Signature Page to Amended and Restated Security Agreement]
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55 |
CARETENDERS VS OF SE OHIO, LLC, an Ohio limited liability company |
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56 |
CARETENDERS VS OF WESTERN KY, LLC, a Kentucky limited liability company |
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57 |
HOME HEALTH AGENCY -CENTRAL PENNSYLVANIA, LLC, a Florida limited liability company |
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58 |
HOME HEALTH AGENCY-BREVARD, LLC, a Florida limited liability company |
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59 |
HOME HEALTH AGENCY-BROWARD, Inc., a Florida corporation |
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60 |
HOME HEALTH AGENCY -XXXXXXX, LLC, a Florida limited liability company |
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61 |
HOME HEALTH AGENCY -HILLSBOROUGH, LLC, a Florida limited liability company |
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62 |
HOME HEALTH AGENCY -ILLINOIS, LLC, a Florida limited liability company |
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63 |
HOME HEALTH AGENCY -INDIANA, LLC, a Florida limited liability company |
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64 |
HOME HEALTH AGENCY - PALM BEACHES, LLC, a Florida limited liability company |
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65 |
HOME HEALTH AGENCY -PENNSYLVANIA, LLC, a Florida limited liability company |
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66 |
HOME HEALTH AGENCY -PHILADELPHIA, LLC, a Florida limited liability company |
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67 |
HOME HEALTH AGENCY -PINELLAS, LLC, a Florida limited liability company |
[Signature Page to Amended and Restated Security Agreement]
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68 |
IMPERIUM HEALTH MANAGEMENT, LLC, a Kentucky limited liability company |
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69 |
IN HOMECARE NETWORK CENTRAL, LLC, an Indiana limited liability company |
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70 |
IN HOMECARE NETWORK NORTH, LLC, an Indiana limited liability company |
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71 |
MEDERI CARETENDERS VS OF SE FL, LLC, a Florida limited liability company |
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72 |
MEDERI CARETENDERS VS OF BROWARD, LLC, a Florida limited liability company |
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73 |
MEDERI CARETENDERS VS OF SW FL, LLC, a Florida limited liability company |
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74 |
MEDERI CARETENDERS VS OF TAMPA, LLC, a Florida limited liability company |
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75 |
OMNI HOME HEALTH SERVICES, LLC, a Delaware limited liability company |
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76 |
OMNI HOME HEALTH - DISTRICT 1, LLC, a Florida limited liability company |
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77 |
OMNI HOME HEALTH - DISTRICT 2, LLC, a Florida limited liability company |
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78 |
OMNI HOME HEALTH - DISTRICT 4, LLC, a Florida limited liability company |
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79 |
OMNI HOME HEALTH -HERNANDO, LLC, a Florida limited liability company |
[Signature Page to Amended and Restated Security Agreement]
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80 |
OMNI HOME HEALTH -JACKSONVILLE, LLC, a Florida limited liability company |
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81 |
OMNI HEALTH MANAGEMENT, LLC, a Florida limited liability company |
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82 |
PATIENT CARE CONNECTICUT LLC, a Connecticut limited liability company |
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83 |
PRINCETON HOME HEALTH, LLC, an Alabama limited liability company |
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84 |
SUNCREST COMPANION SERVICES, LLC, a Tennessee limited liability company |
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85 |
SUNCREST HEALTHCARE OF EAST TENNESSEE, LLC, a Tennessee limited liability company |
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86 |
SUNCREST HEALTHCARE OF MIDDLE TN, LLC, a Tennessee limited liability company |
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XXXXXXXX XXXXXXXXXX XX XXXX XXXXXXXXX, LLC, a Tennessee limited liability company |
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88 |
SUNCREST HOME HEALTH OF TAMPA, LLC, a Florida limited liability company |
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89 |
SUNCREST HOME HEALTH OF MO, INC., a Missouri corporation |
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90 |
SUNCREST HOME HEALTH OF NORTH CAROLINA, INC., a North Carolina corporation |
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91 |
SUNCREST HOME HEALTH - SOUTHSIDE, LLC, a Georgia limited liability company |
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92 |
SUNCREST OUTPATIENT REHAB SERVICES OF TN, LLC, a Tennessee limited liability company |
[Signature Page to Amended and Restated Security Agreement]
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93 |
SUNCREST OUTPATIENT REHAB SERVICES, LLC, a Tennessee limited liability company |
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94 |
BRACOR, INC., a New York corporation |
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95 |
BHC SERVICES, INC., a New York corporation |
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96 |
WESTERN REGION HEALTH CORPORATION, a New York corporation |
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97 |
WILLCARE, INC., a New York corporation |
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98 |
PATIENT’S CHOICE HOMECARE, LLC, a Connecticut limited liability company |
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99 |
CONNECTICUT HOME HEALTH CARE, INCORPORATED, a Connecticut corporation |
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100 |
XXXXXX CERTIFIED CARE, INC., a New York corporation |
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101 |
XXXXXX HEALTH CARE, INC., a New York corporation |
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102 |
INGENIOS HEALTH HOLDINGS, INC., a Delaware corporation |
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103 |
INGENIOS HEALTH CO., a Delaware corporation |
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104 |
BLACK STONE OPERATIONS, LLC, an Ohio limited liability company |
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000 |
XXXXX XXXXX XX XXXXXXXXXX, LLC, an Ohio limited liability company |
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106 |
BLACK STONE OF DAYTON, LLC, an Ohio limited liability company |
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000 |
XXXXX XXXXX XX XXXXXXX XXXX, LLC, an Ohio limited liability company |
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000 |
XXXXX XXXXX XX XXXXXXXXX XXXX, LLC, an Ohio limited liability company |
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109 |
BLACKSTONE GROUP, LLC, an Ohio limited liability company |
[Signature Page to Amended and Restated Security Agreement]
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110 |
BLACKSTONE HEALTH CARE, LLC, an Ohio limited liability company |
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111 |
S&B HEALTH CARE, LLC, an Ohio limited liability company |
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112 |
ADVANCED GERIATRIC EDUCATION & CONSULTING, LLC, an Ohio limited liability company |
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000 |
XXXXX XXXXX XX XXXXXXXXX XXXX, LLC, an Ohio limited liability company |
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114 |
MJ NURSING AT BLACK STONE, LLC, an Ohio limited liability company |
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115 |
CARE ADVISORS BY BLACK STONE, LLC, an Ohio limited liability company |
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116 |
ASSISTED CARE BY BLACK STONE OF CINCINNATI, LLC, an Ohio limited liability company |
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117 |
HOME HEALTH CARE BY BLACK STONE OF CINCINNATI, LLC, an Ohio limited liability company |
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118 |
ASSISTED CARE BY BLACK STONE OF DAYTON, LLC, an Ohio limited liability company |
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119 |
HOME HEALTH CARE BY BLACK STONE OF DAYTON, LLC, an Ohio limited liability company |
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120 |
ASSISTED CARE BY BLACK STONE OF CENTRAL OHIO, LLC, an Ohio limited liability company |
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121 |
HOME HEALTH CARE BY BLACK STONE OF CENTRAL OHIO, LLC, an Ohio limited liability company |
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122 |
HOME HEALTH CARE BY BLACK STONE OF NORTHWEST OHIO, LLC, an Ohio limited liability company |
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123 |
ASSISTED CARE BY BLACK STONE OF NORTHWEST OHIO, LLC, an Ohio limited liability company |
[Signature Page to Amended and Restated Security Agreement]
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124 |
PATIENT CARE OF XXXXXX COUNTY, LLC, a New Jersey limited liability company | |
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125 |
LONG TERM SOLUTIONS, INC., a Massachusetts corporation | |
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126 |
HOME HEALTH OF JEFFERSON CO, LLC, a Kentucky limited liability company | |
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127 |
HHA OF WISCONSIN, LLC, a Wisconsin limited liability company | |
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128 |
PATIENT CARE HHA, LLC, a Connecticut limited liability company | |
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By: |
/s/ C. Xxxxxx Xxxxxxxxx | |
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C. Xxxxxx Xxxxxxxxx, as President, Principal Financial Officer, Secretary and Treasurer of each Subsidiary Guarantor designated as numbers 1-128 above | |
[Signature Page to Amended and Restated Security Agreement]
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ADMINISTRATIVE AGENT: | |
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JPMORGAN CHASE BANK, N.A. | |
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By |
/s/ Will Xxxxx |
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Name: Will Xxxxx |
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Title: Associate |
[Signature Page to Amended and Restated Security Agreement]
Exhibits and Schedules:
Exhibit A — Description of Collateral
Exhibit B — Offices of Grantors and Locations of Collateral
Exhibit C - Filings and Other Actions Required to Perfect Security Interests
Annex I — Supplement to Security Agreement
Exhibit A
to Amended and Restated Security Agreement
DESCRIPTION OF COLLATERAL
(Rights to payment and intangible assets)
A. All accounts, instruments, documents, chattel paper, money, deposit accounts, investment property, letters of credit, letter of credit rights, supporting obligations and general intangibles of each Grantor, including, without limitation, all patents, copyrights and trademarks, 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 any Grantor.
(Goods)
B. All goods of each 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 each Grantor relating to any of the foregoing.
(Commercial Tort Claim)
C. Those certain currently existing commercial tort claims of each 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 each Grantor relating to any of the foregoing; if no commercial tort claims are listed below, none are applicable:
D. Any other property of any Grantor not specifically listed in any of the foregoing categories, including without limitation all cash on hand, letters of credit, any other deposits (general or special, time or demand, provisional or final) with any bank or other financial institution, it being intended that the Collateral include all real and personal property of the Grantors, subject to the limitations contained in Section 1 of this Agreement.
Exhibit B
to Amended and Restated Security Agreement
1. Complete street, city, and state addresses of each Grantor:
A. Mailing and CEO address:
0000 Xxxxxx Xxxxxxx Xxxx, Xxxxx 000
Xxxxxxxxxx, Xxxxxxxx 00000
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:
|
Trademark |
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Database |
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Status |
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Application |
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Registration |
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Owner Name |
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WE MAKE LIVES BETTER THROUGH HOME CARE |
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U.S. Federal |
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Pending Intent To Use |
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87116768 7/26/2016 |
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ALMOST FAMILY, INC. |
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WE ARE SENIOR ADVOCATES
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U.S. Federal |
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Registered |
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77892853 12/14/2009 |
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3824633 7/27/2010 |
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ALMOST FAMILY, INC. |
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EXCELLENCE THROUGH SENIOR ADVOCACY |
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U.S. Federal |
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Registered |
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77646298 1/9/2009 |
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3657441 7/21/2009 |
|
ALMOST FAMILY, INC. |
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EXCELLENCE THROUGH SENIOR ADVOCACY |
|
U.S. Federal |
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Registered |
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77405879 2/26/2008 |
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3551621 12/23/2008 |
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ALMOST FAMILY, INC. |
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Design Only
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U.S. Federal |
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Registered |
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78585491 3/11/2005 |
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3103502 6/13/2006 |
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ALMOST FAMILY, INC. |
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ALMOST FAMILY. THE NEXT BEST THING TO REAL FAMILY. |
|
U.S. Federal |
|
Renewed (Registered) |
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75854013 11/19/1999 |
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2550726 3/19/2002 |
|
ALMOST FAMILY, INC. |
|
ALMOST FAMILY |
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U.S. Federal |
|
Renewed (Registered) |
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75854012 11/19/1999 |
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2499621 10/23/2001 |
|
ALMOST FAMILY, INC. |
|
Trademark |
|
Database |
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Status |
|
Application |
|
Registration |
|
Owner Name |
|
ALMOST FAMILY A
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|
U.S. Federal |
|
Renewed (Registered) |
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75854014 11/19/1999 |
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2663761 12/17/2002 |
|
ALMOST FAMILY, INC. |
|
SENIORCARE SOLUTIONS CARETENDERS |
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U.S. Federal |
|
Renewed (Registered) |
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75111516 5/8/1996 |
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2374107 8/8/2000 |
|
ALMOST FAMILY, INC. |
|
CARETENDERS |
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U.S. Federal |
|
Renewed (Registered) |
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75066053 3/1/1996 |
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2030308 1/14/1997 |
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ALMOST FAMILY, INC. |
|
MEDERI |
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U.S. Federal |
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Renewed (Registered) Section 2(F) |
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73521919 2/12/1985 |
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1431554 3/3/1987 |
|
ALMOST FAMILY, INC. |
|
WILLCARE
|
|
X.X. Xxxxx |
|
Xxxxxxxxxx XX |
|
|
|
00000 9/7/2010 |
|
BRACOR, INC. |
|
WILLCARE |
|
U.S. State |
|
Registered OH |
|
|
|
1963833 9/16/2010 |
|
BRACOR, INC. |
|
WILLCARE |
|
U.S. State |
|
Registered OH |
|
|
|
1963834 9/16/2010 |
|
BRACOR, INC. |
|
WILLCARE |
|
U.S. State |
|
Registered NY |
|
|
|
S21562 9/20/2010 |
|
BRACOR,INC. |
|
ALMOST FAMILY MEDLINK |
|
U.S. State |
|
Registered OH |
|
|
|
1975238 11/8/2010 |
|
CARETENDERS OF CLEVELAND, INC. |
|
CARETENDERS |
|
X.X. Xxxxx |
|
Xxxxxxxxxx XX |
|
|
|
0000000 11/8/2010 |
|
CARETENDERS OF CLEVELAND, INC. |
|
CARETENDERS VNA |
|
U.S. State |
|
Registered OH |
|
|
|
1863158 6/10/2009 |
|
CARETENDERS OF COLUMBUS, INC. |
|
COMMUNITY HOME HEALTH |
|
U.S. State |
|
Registered FL |
|
|
|
T09000000242 3/11/2009 |
|
CARETENDERS VISITING SERVICES OF ST. AUGUSTINE |
|
CARETENDERS FAIRFIELD VNA |
|
U.S. State |
|
Registered OH |
|
|
|
1890752 10/21/2009 |
|
CARETENDERS VS OF OHIO, L.L.C. |
|
FAIRFIELD HOME HEALTH CARE AGENCY |
|
X.X. Xxxxx |
|
Xxxxxxxxxx XX |
|
|
|
0000000 11/19/2008 |
|
CARETENDERS VS OF OHIO, LLC |
|
FAIRFIELD HOME HEALTH CARE ASSOCIATION |
|
X.X. Xxxxx |
|
Xxxxxxxxxx XX |
|
|
|
0000000 11/19/2008 |
|
CARETENDERS VS OF OHIO, LLC |
|
FAIRFIELD COUNTY AREA VISITING NURSE ASSOCIATION |
|
U.S. State |
|
Registered OH |
|
|
|
1819640 11/19/2008 |
|
CARETENDERS VS OF OHIO, LLC |
|
FAIRFIELD VNA |
|
U.S. State |
|
Registered OH |
|
|
|
1819639 11/19/2008 |
|
CARETENDERS VS OF OHIO, LLC |
|
FAIRFIELD VISITING NURSE ASSOCIATION |
|
X.X. Xxxxx |
|
Xxxxxxx XX |
|
|
|
XX000000 4/29/1993 |
|
CARETENDERS VS OF OHIO, LLC |
|
WESEARCH+
|
|
U.S. Federal |
|
Registered |
|
86539587 2/19/2015 |
|
4915107 3/8/2016 |
|
LONG TERM SOLUTIONS, INC. |
|
WETRACK+
|
|
U.S. Federal |
|
Registered |
|
86539330 2/19/2015 |
|
4830671 10/13/2015 |
|
LONG TERM SOLUTIONS, INC. |
|
WECARE +
|
|
U.S. Federal |
|
Registered |
|
85172560 11/9/2010 |
|
4126358 4/10/2012 |
|
LONG TERM SOLUTIONS, INC. |
|
XXXXXXX XXXX |
|
X.X. Xxxxx |
|
Xxxxxxx XX |
|
|
|
00000 9/19/1991 |
|
PATIENT CARE, INC. |
|
Trademark |
|
Database |
|
Status |
|
Application |
|
Registration |
|
Owner Name |
|
PATIENT CARE
|
|
U.S. State |
|
Renewed NY |
|
|
|
S12776 10/7/1991 |
|
PATIENT CARE, INC. |
|
SUNCREST |
|
U.S. Federal |
|
Registered |
|
77694533 3/19/2009 |
|
3692182 10/6/2009 |
|
SUNCREST HEALTHCARE, INC. |
|
CARETENDERS |
|
U.S. Federal |
|
Registered |
|
74146672 03/11/1991 |
|
1714414 09/08/1992 |
|
NATIONAL HEALTH INDUSTRIES, INC., dba Caretenders |
|
CARETENDERS |
|
U.S. State |
|
Registered, AL |
|
|
|
104-605 06/25/1990 |
|
Almost Family, Inc. |
|
BLACK STONE |
|
U.S. Federal |
|
Registered |
|
77760420 06/16/2009 |
|
3823860 07/27/2010 |
|
Black Stone Operations LLC |
Exhibit B-1
to Amended and Restated Security Agreement
|
Legal Entity |
|
Address |
|
Adult Day Care of America, Inc. |
|
00 Xxxxxx Xxxxxx, 0xx Xxxxx Xxxx Xxxxxxxxx, XX 00000-0000 |
|
|
|
|
|
Adult Day Care of America, Inc. |
|
00 Xxxx Xxx Xxx., Xxxxx 0X Xxxxxxx, XX 00000-0000 |
|
|
|
|
|
Adult Day Care of America, Inc. |
|
0000 Xxxxxx Xxxxxx, Xxxxxxxx, XX 00000-0000 |
|
|
|
|
|
Adult Day Care of America, Inc. |
|
0 Xxxx Xxxxx Xxxxx, Xxxxx 000 Xxx Xxxxx, XX 00000-0000 |
|
|
|
|
|
Adult Day Care of America, Inc. |
|
000 Xxxxx Xxxxxx, 0xx Xxxxx Xxxxxxxxxx, XX 00000 |
|
|
|
|
|
Adult Day Care of America, Inc. |
|
00X Xxxxxx Xxxx Xx Xxxx 0 Xxxxxxxxx XX 00000-0000 |
|
|
|
|
|
Adult Day Care of America, Inc. |
|
0000 Xxxxx Xxxxx Xxxxxxx Xxxxx Xxxx, XX 00000-0000 |
|
|
|
|
|
Almost Family PC of Ft. Lauderdale, LLC |
|
0000 XX 00xx Xxx, Xxxxx 000 Xx. Xxxxxxxxxx, XX 00000-0000 |
|
|
|
|
|
Almost Family PC of Kentucky, LLC |
|
0000 Xxxxxx Xxxx, Xxxxx 000 Xxxxxxxxxx, XX 00000-0000 |
|
|
|
|
|
Almost Family PC of Kentucky, LLC |
|
0000 Xxxxxxx Xxxx, Xxxxx 000 Xxxxxxxxx, XX 00000-0000 |
|
|
|
|
|
Almost Family PC of Kentucky, LLC |
|
0000 X. Xxxxxxx Xxx., Xxxx X, Xxxxx 000, Xxxxxxxxx, XX 00000-0000 |
|
|
|
|
|
Almost Family PC of Kentucky, LLC |
|
0000 Xxxxx Xxx, Xxx 000, Xxxx Xxxxxx, XX 00000-0000 |
|
|
|
|
|
Almost Family PC of SW Florida, LLC |
|
0000 Xxxxxxx Xxx, Xxx X, Xxxxxxxx, XX 00000-0000 |
|
Almost Family PC of SW Florida, LLC |
|
000 0xx Xxx Xxxxx, Xxxxx 000 Xxxxxx, XX 00000-0000 |
|
|
|
|
|
Assisted Care by Black Stone of Central Ohio, LLC |
|
000 Xxxxxxxxxx Xxx, Xxxxx 000, Xxxxxxxx, XX 00000-0000 |
|
|
|
|
|
Assisted Care by Black Stone of Cincinnati, LLC |
|
0000 X. Xxxxxxxxx Xx Xxxxx 000, Xxxxxxxxxx XX 00000-0000 |
|
|
|
|
|
Assisted Care by Black Stone of Dayton, LLC |
|
0000 Xxxxxxxxx Xxxx. Xxxxxx, XX 00000-0000 |
|
|
|
|
|
BGR Acquisition, LLC |
|
0000 Xxxx Xxx Xxx 0X, Xxxxxx Xxxxx, XX 00000-0000 |
|
|
|
|
|
BHC Services, Inc. |
|
00000 Xxxxxx Xxx Xxxxx 000 Xxxxxx XX 00000-0000 |
|
|
|
|
|
BHC Services, Inc. |
|
00000 Xxxxxx Xxx Xxxxx 000 Xxxxxx XX 00000-0000 |
|
|
|
|
|
Cambridge Home Health Care, Inc. |
|
0000 Xxxxxxxxx Xxxx, Xxxxx X, Xxxxxx, XX 00000-0000 |
|
|
|
|
|
Cambridge Home Health Care, Inc. |
|
0000 Xxxxxxxxx Xxxx., Xxxxx X Xxxxxx, XX 00000-0000 |
|
|
|
|
|
Cambridge Home Health Care, Inc. |
|
0000 Xxxxxxxxxx Xxxx, Xxx X, 0xx Xx Xxxxxxxxxx, XX 00000 |
|
|
|
|
|
Cambridge Home Health Care, Inc. |
|
0000 Xxxxx Xxxxx 00, Xxxxx 000 Xxxx, XX 00000-0000 |
|
|
|
|
|
Cambridge Home Health Care, Inc. |
|
0000 Xxxxx Xxxxx 00, Xxxxx 000 Xxxx, XX 00000-0000 |
|
|
|
|
|
Cambridge Home Health Care, Inc. |
|
0000 Xxxxxx Xxx XX, Xxxxxx, XX 00000-0000 |
|
|
|
|
|
Cambridge Home Health Care, Inc. |
|
000 Xxxx Xxxxxxxx, Xxxxx X Xxxxxxx, XX 00000 |
|
Cambridge Home Health Care, Inc. |
|
000 Xxxx xxxx Xxx Xxx Xxxxxxxxxxxx, XX 00000 |
|
|
|
|
|
Cambridge Home Health Care, Inc. |
|
0000 Xxxxxx Xxx XX, Xxxxxx, XX 00000-0000 |
|
|
|
|
|
Cambridge Home Health Care, Inc. |
|
0000 X Xxxxx Xx Xxxxxx XX 00000-0000 |
|
|
|
|
|
Cambridge Home Health Care, Inc. |
|
0000 Xxxx Xxxxxx Xxxx, Xxxxx X, Xxxxxxxx, XX 00000-0000 |
|
|
|
|
|
Cambridge Home Health Care, Inc. |
|
000 Xxxx Xxx Xxxx Xxxxxxxxx, XX 00000-0000 |
|
|
|
|
|
Cambridge Home Health Care, Inc. |
|
0000 Xxxxx Xxx Xxxxxxx, XX 00000 |
|
|
|
|
|
Cambridge Home Health Care, Inc. |
|
000 Xxxx Xxx Xxxx Xxxxxxxxx, XX 00000-0000 |
|
|
|
|
|
Cambridge Home Health Care, Inc./Private |
|
0000 Xxxxx Xx, Xxxxx 0, Xxxxxxxxx XX 00000-0000 |
|
|
|
|
|
Cambridge Home Health Care, Inc./Private |
|
000 Xxxxxxx Xxxxxx Xxxxxxxx, XX 00000 |
|
|
|
|
|
Cambridge Home Health Care, Inc./Private |
|
00 Xxxxxx Xx, Xxx 000X, Xxx Xxxxxx, XX 00000-0000 |
|
|
|
|
|
Cambridge Home Health Care, Inc./Private |
|
000 Xxxxxxxx Xxxx, Xxxxx 000 Xxxxxx, XX 00000 |
|
|
|
|
|
Cambridge Home Health Care, Inc./Private |
|
00 Xxxxx Xxxxx Xxxx Xxxxxxxxxxx, XX 00000 |
|
|
|
|
|
Cambridge Home Health Care, Inc./Private |
|
000 X. Xxxxxxxxxx Xx. Xxxxx 000 Xxxxxx, XX 00000-0000 |
|
|
|
|
|
Cambridge Home Health Care, Inc./Private |
|
0000 Xxxx Xx, Xxxxx 000, Xxxxxxxxx XX 00000-0000 |
|
|
|
|
|
Cambridge Home Health Care, Inc./Private |
|
000 Xxxxxx Xx, Xxxxx 000, Xxxxxxxxxxxx, XX 00000-0000 |
|
|
|
|
|
Cambridge Home Health Care, Inc./Private |
|
000 Xxxxxx Xx, Xxxxx 000, Xxxxxxxxxxxx, XX 00000-0000 |
|
Cambridge Home Health Care, Inc./Private |
|
000 Xxxxx Xxxx Xxxxxx Xxxxxxx, XX 00000 |
|
|
|
|
|
Cambridge Home Health Care, Inc./Private |
|
0000 Xxxxxxxxx Xx, Xxxxx X, Xxxxxx XX 00000-0000 |
|
|
|
|
|
Cambridge Home Health Care, Inc./Private |
|
0000 Xxxx Xxxxx Xxxxxx Xxxxxx, XX 00000-0000 |
|
|
|
|
|
Cambridge Home Health Care, Inc./Private |
|
0000 Xxxx Xxxxx Xx Xxxxxxxxx, XX 00000-0000 |
|
|
|
|
|
Cambridge Home Health, Inc./Private |
|
0000 Xxxx Xxxxxx Xxxx, Xxxxx X, Xxxxxxxx, XX 00000 |
|
|
|
|
|
Caretenders of Cleveland, Inc. |
|
00000 Xxxxxxxxx Xxxx Xx Xxxxx 000 Xxxxxxxxxx Xxxxxxx, XX 00000-0000 |
|
|
|
|
|
Caretenders of Cleveland, Inc. |
|
00000 Xxxxxxx Xxxx. Xxxxx 000 Xxxxxx Xxxxxxx, XX 00000-0000 |
|
|
|
|
|
Caretenders of Cleveland, Inc. |
|
00000 Xxxxxxx Xxxx, Xxxxx 000 Xxxxxxxxx, XX 00000-0000 |
|
|
|
|
|
Caretenders of Cleveland, Inc. |
|
00000 Xxxxxxxxx Xxxx Xx, Xxxxx 000 Xxxxxxxxxx Xxxxxxx, XX 00000-0000 |
|
|
|
|
|
Caretenders of Cleveland, Inc. |
|
0000 X. Xxxxxxxx Xxxx Xxxxx, XX 00000-0000 |
|
|
|
|
|
Caretenders of Cleveland, Inc. |
|
000 Xxxxxxxxx-Xxxxxxx Xx Xxxxxxxxxx, XX 00000-0000 |
|
|
|
|
|
Caretenders of Cleveland, Inc. |
|
0000 Xxxxxxx Xxxx Xxxxxxx, XX 00000 |
|
|
|
|
|
Caretenders of Cleveland, Inc. |
|
0000 X. Xxxxxxxx Xxxx Xxxxx, XX 00000-0000 |
|
Caretenders of Cleveland, Inc. |
|
000 Xxxxxxxxx-Xxxxxxx Xx Xxxxxxxxxx, XX 00000-0000 |
|
|
|
|
|
Caretenders of Cleveland, Inc. |
|
00000 Xxxxxxx Xxxx. Xxxxx 000 Xxxxxx Xxxxxxx, XX 00000-0000 |
|
|
|
|
|
Caretenders of Jacksonville, LLC |
|
000 Xxxxxxxx Xxxx., Xxxxx 0 Xxxxxx Xxxx, XX 00000-0000 |
|
|
|
|
|
Caretenders of Jacksonville, LLC |
|
0000 Xxxxxxxxxx Xxxx, Xxxxx 000 Xxxxxxxxxxxx, XX 00000-0000 |
|
|
|
|
|
Caretenders of Jacksonville, LLC |
|
0000 Xxxx Xxx, Xxxxx 0 Xxxxxx Xxxxx, XX 00000-0000 |
|
|
|
|
|
Caretenders of Jacksonville, LLC |
|
0000 Xxxxxxx Xx, Xxxxxx X & X, Xxxxxx Xxxx, XX 00000-0000 |
|
|
|
|
|
Caretenders of Jacksonville, LLC |
|
0000 Xxxx Xxxxxx, Xxxxx 000 Xxxxxxxxxxxx, XX 00000-0000 |
|
|
|
|
|
Caretenders of Jacksonville, LLC |
|
0000 Xxxxxxxxxx Xxxx, Xxxxx 000 Xxxxxxxxxxxx, XX 00000-0000 |
|
|
|
|
|
Caretenders Visiting Services of District 6, LLC |
|
00000 Xxxxxxx Xxx Xxx 000 Xxxx Xxxxxxxxx, XX 00000-0000 |
|
|
|
|
|
Caretenders Visiting Services of District 6, LLC |
|
000 0xx Xx Xxxx Xxxxxxxxx XX 00000-0000 |
|
|
|
|
|
Caretenders Visiting Services of District 6, LLC |
|
0000 XX 00 Xxxxx Xxxxxxx, XX 00000-0000 |
|
|
|
|
|
Caretenders Visiting Services of District 6, LLC |
|
000 X. 00xx Xxxxxx, Xxx 000 Xxxxxx Xxxx, XX 00000-0000 |
|
Caretenders Visiting Services of District 6, LLC |
|
0000 Xxxxxxx Xxx X, Xxx 000, Xxxxxxxxx XX 00000-0000 |
|
|
|
|
|
Caretenders Visiting Services of District 7, LLC |
|
0000 Xxxx Xxx Xxxxxx Xxxx, Xxx 000, Xxxxxxxxx XX 00000-0000 |
|
|
|
|
|
Caretenders Visiting Services of Gainesville, LLC |
|
0000 XX 00xx Xxxxxx, Xxxxx X Xxxxxxxxxxx, XX 00000-0000 |
|
|
|
|
|
Caretenders Visiting Services of Gainesville, LLC |
|
0000 XX Xxxxxx Xx, Xxxx Xxxx XX 00000-0000 |
|
|
|
|
|
Caretenders Visiting Services of Gainesville, LLC |
|
0000 XX 00xx Xxxx Xxxxxxxxxxx, XX 00000-0000 |
|
|
|
|
|
Caretenders Visiting Services of Gainesville, LLC |
|
000 Xxxxx Xxxx Xxxxxx, Xxxxx 00 Xxxxxxxx, XX 00000-0000 |
|
|
|
|
|
Caretenders Visiting Services of Hernando County, LLC |
|
0000 Xxxxx Xxxxxx Xxxxxxx, XX 00000-0000 |
|
|
|
|
|
Caretenders Visiting Services of Hernando County, LLC |
|
0000 X. XX Xxx 00, Xxxxx X(0)-000 Xxxxxxxx, XX 00000-0000 |
|
|
|
|
|
Caretenders Visiting Services of Hernando County, LLC |
|
0000 Xxxxx Xxxx Xx Xxx Xxxxxxxx/Xxxx Xxxx, XX 00000-0000 |
|
|
|
|
|
Caretenders Visiting Services of Hernando County, LLC |
|
00000 Xxxxxx Xxxx Xxxxxxxxxxx, XX 00000-0000 |
|
|
|
|
|
Caretenders Visiting Services of Hernando County, LLC |
|
0000 Xxxxxxx 00 Xxxx Xxxxxxxxx, XX 00000-0000 |
|
|
|
|
|
Caretenders Visiting Services of Kentuckiana, LLC |
|
0000 Xxxxx Xxxxxx Xxx Xxxxxx, XX 00000-0000 |
|
Caretenders Visiting Services of Kentuckiana, LLC |
|
00 Xxxxxxxxxxxxx Xxxxx Xxxxxxxxxxxxxx, XX 00000-0000 |
|
|
|
|
|
Caretenders Visiting Services of Kentuckiana, LLC |
|
000 Xxxxxxxx Xxxxxx Xxxxxxxx XX 00000-0000 |
|
|
|
|
|
Caretenders Visiting Services of Kentuckiana, LLC |
|
000 X. 0xx Xx, Xxxxx 000, Xxxxxxxxxxx, XX 00000-0000 |
|
|
|
|
|
Caretenders Visiting Services of Ocala, LLC |
|
0000 XX 00xx Xxxx, Xxxxx 000, Xxxxx XX 00000-0000 |
|
|
|
|
|
Caretenders Visiting Services of Orlando, LLC |
|
000 X. Xxxxxxxxx Xxxx. Xxxxx 0000 Xxxxxxxxx Xxxxxxx, XX 00000-0000 |
|
|
|
|
|
Caretenders Visiting Services of Orlando, LLC |
|
0000 Xxxxxxx Xxxx, Xxxxxxxxx, XX 00000-0000 |
|
|
|
|
|
Caretenders Visiting Services of Pinellas County, LLC |
|
0000 Xxxxx Xxxx, Xxxxx 000, Xxxxxxxx Xxxx, XX 00000-0000 |
|
|
|
|
|
Caretenders Visiting Services of Pinellas County, LLC |
|
00 Xxxxx Xxxxxxx Xx, Xxxxx 000 Xxxxxxxxxx, XX 00000-0000 |
|
|
|
|
|
Caretenders Visiting Services of Southern Illinois, LLC |
|
000 Xxxxxx Xxxxx Xx Xxxxx 000, Xxxxxxxx Xxxxxxx XX 00000-0000 |
|
|
|
|
|
Caretenders Visiting Services of Southern Illinois, LLC |
|
000 Xxxxxxxx Xxxxx Xxxxxx, XX 00000-0000 |
|
|
|
|
|
Caretenders Visiting Services of Southern Illinois, LLC |
|
0000 Xxxxxxxxxx Xxxxx, Xxxxx 0 Xx. Xxxxxx, XX 00000-0000 |
|
|
|
|
|
Caretenders Visiting Services of St. Augustine, LLC |
|
000 Xxxxxx Xxxx Xxxx., Xxxxx 000 Xx. Xxxxxxxxx, XX 00000-0000 |
|
Caretenders Visiting Services of St. Augustine, LLC |
|
0000 Xxxxxxxxxx Xxxx, Xxxxx 000X Xxxxxxxxxxxx, XX 00000-0000 |
|
|
|
|
|
Caretenders Visiting Services of St. Augustine, LLC |
|
000 Xxxxxxxx Xxx, Xxxxx 0 Xxxxxx Xxxxx, XX 00000-0000 |
|
|
|
|
|
Caretenders Visiting Services of St. Louis, LLC |
|
000 Xxxxx Xxxx, Xxxxx 000 Xxxxx Xxxxx, XX 00000-0000 |
|
|
|
|
|
Caretenders Visiting Services of St. Louis, LLC |
|
00 Xxxxx Xxxxx, Xxx. X Xxxxxxxx, XX 00000-0000 |
|
|
|
|
|
Caretenders Visiting Services of St. Louis, LLC |
|
0000 Xxxxxxx Xxxxxxxx Xxxxx, Xxxxx X, X’Xxxxxx, Xx 00000-0000 |
|
|
|
|
|
Caretenders VNA of Ohio, LLC |
|
0000 Xxxxxxxx Xxxxxx, Xxxxx 000, Xxxxxxxxxx Xxxxxxxxxx, XX 00000-0000 |
|
|
|
|
|
Caretenders VS of Boston, LLC |
|
000 Xxxxxxxxx Xxxxxx, Xxxxx 000, Xxxxxx, XX 00000 (11/17/2016) |
|
|
|
|
|
Caretenders VS of Boston, LLC |
|
000 Xxxxxxx Xxxxxx, Xxxxx 000 Xxxxx Xxxxxxx, XX 00000-0000 |
|
|
|
|
|
Caretenders VS of Boston, LLC |
|
000 Xxxxxxxx Xxxx Xxxxx 000 Xxxxxxxxxxx, XX 00000 |
|
|
|
|
|
Caretenders VS of Boston, LLC |
|
000 Xxxxxx Xxxx, Xxxxx 000 Xxxxxxxxx, XX 00000-0000 |
|
|
|
|
|
Caretenders VS of Boston, LLC |
|
000 Xxxxx Xxxxxxxx Xxx, 0xx Xxxxx, Xxxxx Xxxxxxxx, XX 00000-0000 |
|
|
|
|
|
Caretenders VS of Boston, LLC |
|
000 Xxxxxxx Xxx, Xxx 000, Xxxxxxx, XX 00000-0000 |
|
Caretenders VS of Central KY, LLC |
|
0000 Xxxxxxx Xxxx, Xxxxx 000 Xxxxxxxxx, XX 00000-0000 |
|
|
|
|
|
Caretenders VS of Central KY, LLC |
|
000 Xxxxxxx Xxxxxxx Xxxxx Xxxxx X Xxxxxxxxx, XX 00000-0000 |
|
|
|
|
|
Caretenders VS of Central KY, LLC |
|
000 Xxxxxx Xx. Xxxxx X, Xxxxxxxx XX 00000-0000 |
|
|
|
|
|
Caretenders VS of Central KY, LLC |
|
0000 Xxxxxxxxx Xxxxx Xxxxx 0, Xxxxxxxx, XX 00000-0000 |
|
|
|
|
|
Caretenders VS of Central KY, LLC |
|
0000 Xxxxx Xx Xxx X Xxxxxxxxxx XX 00000-0000 |
|
|
|
|
|
Caretenders VS of Central KY, LLC |
|
0000 Xxxxx Xxx, Xxx 000, Xxxx Xxxxxx, XX 00000-0000 |
|
|
|
|
|
Caretenders VS of Lincoln Trail, LLC |
|
0000 Xxxxxxx Xxxxx, Xxx. 0 Xxxxxxxxxxxxx, XX 00000-0000 |
|
|
|
|
|
Caretenders VS of Lincoln Trail, LLC |
|
000 Xxxxx Xxx, Xxxxx 000, Xxxxxxxxx, XX 00000-0000 |
|
|
|
|
|
Caretenders VS of Lincoln Trail, LLC |
|
0000 Xxx Xxxxx Xxxx, Xxxxx X Xxxxxxxxxxx, XX 00000-0000 |
|
|
|
|
|
Caretenders VS of Louisville, LLC |
|
0000 Xxxxxx Xxxx, Xxxxx 000 Xxxxxxxxxx, XX 00000-0000 |
|
|
|
|
|
Caretenders VS of Louisville, LLC |
|
0000 Xxxxxxx Xxxxxxx, Xxxxx 0000 Xxxxxxxxxx, XX 00000-0000 |
|
|
|
|
|
Caretenders VS of Louisville, LLC |
|
0000 Xxx 00 Xxxx, Xxx. 0 Xxxxxxxxxxxxxx, XX 00000-0000 |
|
|
|
|
|
Caretenders VS of Louisville, LLC |
|
000 Xxxxxx Xxxxx Xxxxxxxxxxx, XX 00000-0000 |
|
Caretenders VS of Louisville, LLC |
|
0000 Xxxxxxxxxxx Xxxx, Medical Xxxxxx Xxxx. 0, Xxxxx 000 Xxxxxxxxxx, XX 00000-0000 |
|
|
|
|
|
Caretenders VS of Louisville, LLC |
|
0000 Xxxxxxxx Xxxx, Xxxxx X XxXxxxxx, XX 00000-0000 |
|
|
|
|
|
Caretenders VS of Ohio, LLC |
|
0000 Xxxx Xxxx Xxxxxx Xxxxxxxxx, XX 00000-0000 |
|
|
|
|
|
Caretenders VS of SE Ohio, LLC |
|
0000 X. Xxxxxxxxx Xx, Xxxxx 000X, Xxxxxxxxxx, XX 00000-0000 |
|
|
|
|
|
Caretenders VS of SE Ohio, LLC |
|
0000 X. Xxxxxxxxx Xx, Xxxxx 000X, Xxxxxxxxxx, XX 00000-0000 |
|
|
|
|
|
Caretenders VS of Western KY, LLC |
|
0000 Xxxx Xxxxxxx Xxx, Xxxx. X, Xxxxx 000 Xxxxxxxxx, XX 00000-0000 |
|
|
|
|
|
Caretenders VS of Western KY, LLC |
|
0000 Xxxxxx Xx Xxxxxxxxx, XX 00000-0000 |
|
|
|
|
|
Caretenders VS of Western KY, LLC |
|
000 Xxxx Xxxxxx Xxxxxx Xxxxxxxxxxxx, XX 00000-0000 |
|
|
|
|
|
Caretenders VS of Western KY, LLC |
|
000 XxXxxxxx Xxxxxx Xxxxx 0 Xxxxxxxx, XX 00000 |
|
|
|
|
|
Caretenders VS of Western KY, LLC |
|
0000 XX Xxxxxxx 00 Xxxx, Xxxxxxxxx, XX 00000-0000 |
|
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|
Connecticut Home Health Care, Inc. |
|
00 Xxxxxx Xx, Xxxxxxxx XX 00000-0000 |
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|
Connecticut Home Health Care, Inc. |
|
00 Xxxxxx Xx, Xxxxxxxx XX 00000-0000 |
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|
HHA of Wisconsin, LLC |
|
0000 Xxxxxxx Xx, Xxxxx 000, Xxxxxxxxxx, XX 00000-0000 |
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|
|
HHA of Wisconsin, LLC |
|
00000 X. Xxxxxxxx Xxx, Xxxxx 000, Xxx Xxxxxx, XX 00000 |
|
HHA of Wisconsin, LLC |
|
0000 Xxxx 0xx Xxx, Xxxxxxx, XX 00000-0000 |
|
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|
HHA of Wisconsin, LLC |
|
00 Xxxxx Xxxxxxx Xx, Xxxxx 000, Xxxx xx Xxx XX 00000-0000 |
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|
HHA of Wisconsin, LLC |
|
00 Xxxxx Xxxxxxx Xx, Xxxxx 000, Xxxx xx Xxx XX 00000-0000 |
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|
HHA of Wisconsin, LLC |
|
000 X Xxxxxxx Xx, Xxxxx 0, Xxxxxxx, XX 00000-0000 |
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|
HHA of Wisconsin, LLC |
|
000 X Xxxxxxx Xx, Xxxxx 0, Xxxxxxx, XX 00000-0000 |
|
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|
HHA of Wisconsin, LLC |
|
0000 Xxxxxxx Xx, Xxxxxxx, XX 00000-0000 |
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|
HHA of Wisconsin, LLC |
|
0000 Xxxxxxx Xx, Xxxxxxx, XX 00000-0000 |
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|
HHA of Wisconsin, LLC |
|
0000 Xxxx 0xx Xxx, Xxxxxxx, XX 00000-0000 |
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|
HHA of Wisconsin, LLC |
|
0000 Xxxxxxxxx Xx, Xxxxx 000, Xxxxx Xxx, XX 00000-0000 |
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HHA of Wisconsin, LLC |
|
0000 Xxxxxxxxx Xx, Xxxxx 000, Xxxxx Xxx, XX 00000-0000 |
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|
HHA of Wisconsin, LLC |
|
0000 Xxxx Xxxxxx, Xxxxx X Xxxxxxxxx, XX 00000-0000 |
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|
HHA of Wisconsin, LLC |
|
0000 Xxxx Xxxxxx, Xxxxx X Xxxxxxxxx, XX 00000-0000 |
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|
HHA of Wisconsin, LLC |
|
000 X Xxxxxxx Xxx, Xxxxxx Xxxxx, XX 00000-0000 |
|
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|
HHA of Wisconsin, LLC |
|
000 X Xxxxxxx Xxx, Xxxxxx Xxxxx, XX 00000-0000 |
|
HHA of Wisconsin, LLC |
|
0000-X Xxxxx Xxx 00, Xx Xxxxxx, XX 00000-0000 |
|
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|
HHA of Wisconsin, LLC |
|
0000-X Xxxxx Xxx 00, Xx Xxxxxx, XX 00000-0000 |
|
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|
HHA of Wisconsin, LLC |
|
0000 Xxxx Xxxxxx Xx, Xxxxx X, Xxx Xxxxxx, XX 00000-0000 |
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|
HHA of Wisconsin, LLC |
|
0000 Xxxx Xxxxxx Xx, Xxxxx X, Xxx Xxxxxx, XX 00000-0000 |
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Home Health Agency- Central Pennsylvania, LLC |
|
0000 Xxxxxxxxx Xxxx, Xxx 000 Xxxxxxxxxx, XX 00000-0000 |
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Home Health Agency- Central Pennsylvania, LLC |
|
000 Xxxxx Xxxx, Xxxx, XX 00000-0000 |
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Home Health Agency- Central Pennsylvania, LLC |
|
000 Xxxxxxxx Xxxxx, Xxxxx 0, Xxxxxx, XX 00000-0000 |
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Home Health Agency- Xxxxxxx, LLC |
|
0000 Xxxxxxx Xxx, Xxx X, Xxxxxxxx, XX 00000-0000 |
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Home Health Agency- Hillsborough, LLC |
|
0000 00xx Xxxxxx Xxxx, Xxxxxxxxx, XX 00000-0000 |
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Home Health Agency- Indiana, LLC |
|
000 X. Xxxxxxxx Xxx, Xxxxx 000, Xxxxxxxxxx, XX 00000-0000 |
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Home Health Agency- Indiana, LLC |
|
000 Xxxxxxx Xxxx, Xxxxxxxx, XX 00000-0000 |
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Home Health Agency- Pennsylvania, LLC |
|
000 Xxxxx Xxxx Xxx, Xxxxx 000 , Xxxxxxxx, XX 00000-0000 |
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Home Health Agency- Philadelphia, LLC |
|
Beltway Commons, 000 Xxxxxxx Xxxx, Xxxxx 000, Xxxxx Xxxxxxxx, XX 00000-0000 |
|
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Home Health Agency- Philadelphia, LLC |
|
0000 Xxxxxxxx Xx Xxxxx 000 Xxxxxxxxx XX 00000-0000 |
|
Home Health Agency- Pinellas, LLC |
|
0000 Xxxxxx Xxxx Xxxxx 000, Xxx Xxxx Xxxxxx, XX 00000-0000 |
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Home Health Care by Black Stone of Central Ohio, LLC |
|
000 Xxxxxxxxxx Xxx, Xxxxx 000, Xxxxxxxx, XX 00000-0000 |
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Home Health Care by Black Stone of Cincinnati, LLC |
|
0000 X. Xxxxxxxxx Xx Xxxxx 000X, Xxxxxxxxxx XX 00000-0000 |
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Home Health Care by Black Stone of Cincinnati, LLC |
|
0000 X. Xxxxxxxxx Xx Xxxxx 000X, Xxxxxxxxxx XX 00000-0000 |
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Home Health Care by Black Stone of Dayton, LLC |
|
0000 Xxxxxxxxx Xxxx. Xxxxxx, XX 00000-0000 |
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Home Health of Jefferson Co, LLC |
|
0000 Xxxxxx Xxxxxxx Xx, Xxxxx 000, Xxxxxxxxxx, XX 00000-0000 |
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Home Health of Jefferson Co, LLC |
|
00000 Xxxx Xxxxxxx Xx, Xxxxxxxxxx, XX 00000-0000 |
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IN Homecare Network Central, LLC |
|
0000 X. Xxxx 00 Xx Xxxxx 00 Xxxxxxxxxxxx XX 00000-0000 |
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IN Homecare Network North, LLC |
|
0000 X. Xxxxxx Xx, Xxx 000, Xxxxxx XX 00000-0000 |
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IN Homecare Network North, LLC |
|
0000 Xxxxx Xxxxx X Xxxxxx, XX 00000-0000 |
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|
IN Homecare Network North, LLC |
|
000 X. 0xx Xxxxxx, Xxxxxxxxxx, XX 00000-0000 |
|
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|
IN Homecare Network North, LLC |
|
0000 X. Xxxxxxxxx Xx Xxxxxx, XX 00000-0000 |
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Xxxxxx Certified Care, Inc. |
|
000 Xxxxxxxxx Xxxx, Xxxxxxxx, XX 00000-0000 |
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Xxxxxx Certified Care, Inc. |
|
000 Xxxxx Xxxxxx, Xxxx Xxxxxxx, XX 00000-0000 |
|
Xxxxxx Health Care, Inc. |
|
000 Xxxx Xxxx Xx, Xxxxx 000, Xxxxxxxxxx, XX 00000-0000 |
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Xxxxxx Health Care, Inc. |
|
000 Xxxxx Xxxxxx, Xxxx Xxxxxxx, XX 00000-0000 |
|
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|
Xxxxxx Health Care, Inc. |
|
0 Xxxxxxxx Xxxxxx, Xxxxx X-0, Xxxxxxxxxxxx, XX 00000 |
|
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|
Mederi Caretenders VS of Broward, LLC |
|
0000 XX 00xx Xxx, Xxxxx 000 Xx. Xxxxxxxxxx, XX 00000-0000 |
|
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|
Mederi Caretenders VS of Broward, LLC |
|
0 Xxxxxxx Xxxxxx, Xxx 000, Xxxx Xxxx Xxxxx, XX 00000-0000 |
|
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|
Mederi Caretenders VS of SE FL, LLC |
|
0000 00xx Xxxxxx, Xxxxx 000 Xxxx Xxxxx, XX 00000-0000 |
|
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|
Mederi Caretenders VS of SE FL, LLC |
|
0000 XX Xxxx Xx. Xxxxx Xxxx Morningside Professional Xxxxx Xxxx Xx. Xxxxx, XX 00000-0000 |
|
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|
Mederi Caretenders VS of SW FL, LLC |
|
0000 Xxxxxxx Xxxxxx Xxxxx, Xxxxx X Xx. Xxxxx, XX 00000-0000 |
|
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|
Mederi Caretenders VS of SW FL, LLC |
|
0000 Xxxx Xxxxx Xx. #000 Xxxxxx, XX 00000-0000 |
|
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|
Mederi Caretenders VS of Tampa, LLC |
|
0000 X Xxxx Xxxxx Xxx Xxx 000 Xxxxx 00000-0000 |
|
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|
Mederi Caretenders VS of Tampa, LLC |
|
0000 Xxxx Xxxxxx Xx Xxxxx 000, Xxxxxxxx, XX 00000-0000 |
|
|
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|
|
Nursing Resources LLC |
|
0000 Xxxxxxxxxx Xxxx. Xxxxxx, XX 00000-0000 |
|
OMNI Home Health- District 1, LLC |
|
0000 Xxxxxxxxxx Xxxxxxx, Xxx X-0, Xxxxxxxxx, XX 00000-0000 |
|
|
|
|
|
OMNI Home Health- District 2, LLC |
|
0000 Xxxxxxxxx Xxx Xxxx Xxxxx, XX 00000-0000 |
|
|
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|
OMNI Home Health- District 2, LLC |
|
0000 Xxxxxx Xx Xxxxx 0 Xxxxxxxxxxx, XX 00000-0000 |
|
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|
OMNI Home Health- District 4, LLC |
|
0000 Xxxx Xxxxxx, Xxxxxxxxxxxx, XX 00000-0000 |
|
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|
OMNI Home Health- Hernando, LLC |
|
0000 Xxxxx Xxx, Xxxxxxx, XX 00000-0000 |
|
|
|
|
|
OMNI Home Health- Hernando, LLC |
|
000 XX Xxxxxx Xxxxxx Xx, Xxxxx 000, Xxxx Xxxx, XX 00000-0000 |
|
|
|
|
|
OMNI Home Health- Hernando, LLC |
|
00 XX 000xx Xx, Xxxxxxxx XX 00000-0000 |
|
|
|
|
|
OMNI Home Health- Hernando, LLC |
|
0000 XX 00xx Xxxxxx, Xxxxx 000 , Xxxxx, XX 00000-0000 |
|
|
|
|
|
OMNI Home Health- Hernando, LLC |
|
0000 Xxxxx Xxxxxxxx Xxxxxxxxx, Xxxxxxxxx, XX 00000-0000 |
|
|
|
|
|
OMNI Home Health- Jacksonville, LLC |
|
0000 Xxxx Xxx, Xxx 000 0X, Xxxxxxxxxxxx XX 00000-0000 |
|
|
|
|
|
Patient Care HHA, LLC |
|
000 Xxxxx Xx, Xxxxx 000, Xxx Xxxxx, XX 00000-0000 |
|
|
|
|
|
Patient Care HHA, LLC |
|
000 Xxxxx Xx, Xxxxx 000, Xxx Xxxxx, XX 00000-0000 |
|
|
|
|
|
Patient Care Medical Services, Inc. |
|
000 Xxxxxxxxx Xxxxx, Xxxxx 000 Xxxx Xxxxxx, XX 00000-0000 |
|
|
|
|
|
Patient Care Medical Services, Inc. |
|
000 X. 00xx Xxxxxx, Xxxxx 00-0-0 Xxxxxx, XX 00000-0000 |
|
Patient Care New Jersey, Inc. |
|
0 Xxxxxxxx Xx Xxx 000, Xxxxxxx XX 00000-0000 |
|
|
|
|
|
Patient Care New Jersey, Inc. |
|
000 Xxxxxx Xxxx Xxxx, Xxxxx 000, Xxxxxxxxxx, XX 00000-0000 |
|
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|
|
|
Patient Care New Jersey, Inc. |
|
000 Xxxxxx Xx, Xxx 000, Xxxxxxxxxxx, XX 00000-0000 |
|
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|
|
|
Patient Care New Jersey, Inc. |
|
000 Xxxxxxxx Xxx, Xxx X000 Xxxxxxxx Xxxxx, XX 00000-0000 |
|
|
|
|
|
Patient Care of Xxxxxx County, LLC |
|
000 Xxxxxxx Xxx Xxxxxxx, XX 00000-0000 |
|
|
|
|
|
Patient Care Pennsylvania, Inc. |
|
0000 Xxxxxxxxx Xxxx, Xxxxx 000 Xxxxxxxxxx, XX 00000-0000 |
|
|
|
|
|
Patient Care Pennsylvania, Inc. |
|
0000 Xxxxxxxxx Xxxx, Xxxxx 000 Xxxxxxxxxx, XX 00000-0000 |
|
|
|
|
|
Priority Care, Inc. |
|
000 Xxxx Xxxxxx, Xxxxx 0X, Xxxxxxx, XX 00000 |
|
|
|
|
|
Priority Care, Inc. |
|
00 Xxxx Xxx Xxx., Xxxxx 0X Xxxxxxx, XX 00000-0000 |
|
|
|
|
|
Priority Care, Inc. |
|
000 Xxxxx Xxxxx Xxxxxxx, 0xx Xxxxx, Xxxxxxxxxxxx, XX 00000 |
|
|
|
|
|
Priority Care, Inc. |
|
0000 Xxxxx Xxxxx Xxx, Xxxxx Xxxx, XX 00000-0000 |
|
|
|
|
|
Priority Care, Inc. |
|
0000 Xxxxxxx Xxx, Xxxxxx, XX 00000-0000 |
|
|
|
|
|
Priority Care, Inc. |
|
0 Xxxx Xxxxx Xxxxx, Xxxxx 000 Xxx Xxxxx, XX 00000-0000 |
|
|
|
|
|
SunCrest Companion Services, LLC |
|
000 Xxxx Xxxx, Xxxxxxx XX, 00000-0000 |
|
SunCrest Healthcare of East Tennessee, LLC |
|
000 X Xxxx Xxxxxx Xxxxxx, Xxxxxxxxxx, XX 00000-0000 |
|
|
|
|
|
SunCrest Healthcare of East Tennessee, LLC |
|
000 Xxxx Xxxxx Xxxxxx, Xxxxxxxxxx, XX 00000-0000 |
|
|
|
|
|
SunCrest Healthcare of East Tennessee, LLC |
|
000 X. Xxxxxxxxx Xxxxxx, Xxxxx 000, Xxxxxxxxxx, XX 00000-0000 |
|
|
|
|
|
SunCrest Healthcare of East Tennessee, LLC |
|
0000 X. Xxxx Xxxxx, Xxxxx X, Xxxxxxx, XX 00000-0000 |
|
|
|
|
|
SunCrest Healthcare of East Tennessee, LLC |
|
000 Xxxxx Xxxxxxxx Xxxxxx, XxXxxxxxxxx, XX 00000-0000 |
|
|
|
|
|
SunCrest Healthcare of East Tennessee, LLC |
|
0X Xxxx Xxxxxx, Xxxxxx, XX 00000-0000 |
|
|
|
|
|
SunCrest Healthcare of East Tennessee, LLC |
|
000 XxXxxxxxxxx Xxxxxxx, Xxxxxxxx, XX 00000-0000 |
|
|
|
|
|
SunCrest Healthcare of Middle TN, LLC |
|
000 Xxxx Xxxx, Xxxxxxx XX, 00000-0000 |
|
|
|
|
|
SunCrest Healthcare of Middle TN, LLC |
|
0000 Xxxxxxxxxx Xxxx, Xxxxxxxx X, Xxxxxxx, XX 00000-0000 |
|
|
|
|
|
SunCrest Healthcare of Middle TN, LLC |
|
0000 Xxxxxxx Xxxxxx Xxxxxx Xxxxx, Xxxxx 000, Xxxxxxxx, XX 00000-0000 |
|
|
|
|
|
SunCrest Healthcare of Middle TN, LLC |
|
000 Xxxx Xxxxxxxxx Xxxx, Xxxxx 000, Xxxxxxxx, XX 00000-0000 |
|
|
|
|
|
SunCrest Healthcare of Middle TN, LLC |
|
00000 Xxxxxxx 00X Xxxxx 0 Xxxxxxxxxxxx XX 00000-0000 |
|
SunCrest Healthcare of West Tennessee, LLC |
|
0000 Xxxxxxxxx Xxxxxx, Xxxxx 000, Xxxxxxx, XX 00000-0000 |
|
|
|
|
|
SunCrest Healthcare of West Tennessee, LLC |
|
0000 Xxxxxxxxx Xxxxxx, Xxxxx 000, Xxxxxxx, XX 00000-0000 |
|
|
|
|
|
SunCrest Healthcare of West Tennessee, LLC |
|
0000 Xxxx Xxxxxxx Xxxxxx, Xxxxxxxxxxx, XX 00000-0000 |
|
|
|
|
|
SunCrest Healthcare of West Tennessee, LLC |
|
0000 Xxx Xxxx Xxxx, Xxxxxxxx, XX 00000-0000 |
|
|
|
|
|
SunCrest Healthcare of West Tennessee, LLC |
|
000 XXX 0 Xxxxx, Xxxxx X, Xxxxx Xxxxxxx, XX 00000-0000 |
|
|
|
|
|
SunCrest Healthcare of West Tennessee, LLC |
|
000-X Xxxxxxxxx Xxxxxx, Xxxxxxx, XX 00000-0000 |
|
|
|
|
|
SunCrest Home Health of AL, Inc. |
|
000-000 0xx Xxxxxx Xxxxx, Xxxxxxx, XX 00000-0000 |
|
|
|
|
|
SunCrest Home Health of Georgia, Inc. |
|
0000 Xxxx Xxxx Xx., Xxx 000, Xxxxxx, XX 00000-0000 |
|
|
|
|
|
SunCrest Home Health of Georgia, Inc. |
|
000X Xxxxxxxxxx Xxxxx Xxxxx, Xxxxxxxxxxx, XX 00000-0000 |
|
|
|
|
|
SunCrest Home Health of Georgia, Inc. |
|
00 Xxxxx Xxxxxxxxx Xxxx Xxxxxxxxx, Xxxxx 000, Xxxxxxxxx, XX 00000-0000 |
|
|
|
|
|
SunCrest Home Health of Georgia, Inc. |
|
000 Xxxxx 0xx Xxxxxx, Xxxxxxx, XX 00000-0000 |
|
|
|
|
|
SunCrest Home Health of Georgia, Inc. |
|
000 Xxxxxxxxx Xxxxx, Xxxxx X & X, Xxxxxx, XX 00000-0000 |
|
|
|
|
|
SunCrest Home Health of Georgia, Inc. |
|
0000 Xxxxxxx 000 XX, Xxxxx X,, Xxxxxxxxx, XX 00000-0000 |
|
SunCrest Home Health of Georgia, Inc. |
|
0000 Xxxxxxxx Xxxx Xxxxxx 000 & 000 Xxxxxxxx, XX 00000-0000 |
|
|
|
|
|
SunCrest Home Health of Manchester, Inc. |
|
000 X. Xxxxx Xxxxxx, Xxxxxxxxxx, XX 00000 |
|
|
|
|
|
SunCrest Home Health of Manchester, Inc. |
|
000 Xxxxx Xxxxx Xx. Xxxxxxxxxx, XX 00000-0000 |
|
|
|
|
|
SunCrest Home Health of Manchester, Inc. |
|
000 Xxxxxxxxxx Xxxxx, Xxxxx X, Xxxxxxxxxxxx, XX 00000-0000 |
|
|
|
|
|
SunCrest Home Health of Manchester, Inc. |
|
000 Xxxxxxxxx Xxxxxxxxx, Xxxxxx 0 & 0, Xxxxxxxxxxx, XX 00000-0000 |
|
|
|
|
|
SunCrest Home Health of Manchester, Inc. |
|
000 Xxxxxxxx Xx., Xxxxx X, Xxxxxxxxxx, XX 00000-0000 |
|
|
|
|
|
SunCrest Home Health of Nashville, Inc. |
|
0000 Xxxxxx Xx Xxxxx X, Xxxxxxxxxxx, XX 00000-0000 |
|
|
|
|
|
SunCrest Home Health of Nashville, Inc. |
|
0000 Xxxxxx Xx Xxxxx X, Xxxxxxxxxxx, XX 00000-0000 |
|
|
|
|
|
SunCrest Home Health of Nashville, Inc. |
|
000 Xxxxxxx 00 X, Xxxxxxx, XX 00000-0000 |
|
|
|
|
|
SunCrest Home Health of South GA, Inc. |
|
000 X. 0xx Xxxxxx, Xxxx, XX 00000-0000 |
|
|
|
|
|
SunCrest Home Health of South GA, Inc. |
|
000 Xxxxxx Xxx, Xxxxxx X & X, Xxxxxxxx, XX 00000-0000 |
|
|
|
|
|
SunCrest Home Health of Tampa, LLC |
|
0000 Xxxx Xxxxx Xx, Xxxxx 000, Xxxxx, XX 00000-0000 |
|
|
|
|
|
SunCrest Home Health of Tampa, LLC |
|
00 X. Xxxxxxx Xx, Xxxxx 000, Xxxxxxxxxx, XX 00000 |
|
|
|
|
|
SunCrest Home Health- Southside, LLC |
|
0000 Xxxxxxxxxxxxx Xxxxxxx, Xxxxx 000, Xxx 0, Xxxxxxx, XX 00000-0000 |
|
|
|
|
|
SunCrest Outpatient Rehab Services, LLC |
|
0000 Xxxxxxxx Xxxxxxx, Xxxxx 000, Xxxxxxxxxxxx, XX 00000-0000 |
|
Tennessee Nursing Services of Morristown, Inc. |
|
000 Xxxxxxxx Xxx X Xxxxxxxxx Xxxx XX 00000 |
|
|
|
|
|
Tennessee Nursing Services of Morristown, Inc. |
|
000 X. Xxxxx Xx, Xxxxxxxxx, XX 00000-0000 |
|
|
|
|
|
Tennessee Nursing Services of Morristown, Inc. |
|
000 Xxxxxxxx, Xxxxx X, Xxxxxxxxx Xxxx, XX 00000-0000 |
|
|
|
|
|
Tennessee Nursing Services of Morristown, Inc. |
|
000 Xxxxxx Xxxx, Xxxxxxxx, XX 00000-0000 |
|
|
|
|
|
Xxxxx County Home Health, Inc. |
|
00 Xxxx Xxx Xxxxx Xxxxx XX 00000-0000 |
|
|
|
|
|
Westerm Region Health Corporation |
|
000 Xxxxxxxx Xxx, Xxxxxxx, XX 00000-0000 |
|
|
|
|
|
Westerm Region Health Corporation |
|
000 Xxxxxxxx Xxx, Xxxxx 000, Xxxxxxxxx, XX 00000-0000 |
|
|
|
|
|
Westerm Region Health Corporation |
|
00 X. Xxxx Xxxxxx, Xxxxx 000, Xxxxxxxxxx, XX 00000-0000 |
|
|
|
|
|
Willcare, Inc. |
|
000 Xxxxxxxx Xxx, Xxxxxxx, XX 00000-0000 |
|
|
|
|
|
Willcare, Inc. |
|
0000 Xxxxxxx Xxxxx Xxxx, Xxxxx X, Xxxxxxx Xxxxx, XX 00000-0000 |
|
|
|
|
|
Willcare, Inc. |
|
000 Xxxxxxxx Xxx, Xxxxx 000, Xxxxxxxxx, XX 00000-0000 |
|
|
|
|
|
Willcare, Inc. |
|
0000 Xxxx Xxxxx Xx, Xxxxx 000, Xxxxx, XX 00000-0000 |
Exhibit C
to Amended and Restated Security Agreement
FILINGS AND OTHER ACTIONS
REQUIRED TO PERFECT SECURITY INTERESTS
1. Uniform Commercial Code Filings
|
Grantor |
|
Office Where Financing |
|
Adult Day Care of America, Inc. |
|
DE |
|
AFAM Merger, Inc. |
|
DE |
|
Cambridge Home Health Care Holdings, Inc. |
|
DE |
|
Cambridge Home Health Care, Inc. |
|
OH |
|
Cambridge Home Health Care, Inc./Private |
|
OH |
|
Caretenders of Cleveland, Inc. |
|
KY |
|
Caretenders of Columbus, Inc. |
|
KY |
|
Caretenders Visiting Services Employment Company, Inc. |
|
KY |
|
National Health Industries, Inc. |
|
KY |
|
OMNI Home Health Holdings, Inc. |
|
DE |
|
Patient Care Medical Services, Inc. |
|
NJ |
|
Patient Care New Jersey, Inc. |
|
DE |
|
Patient Care Pennsylvania, Inc. |
|
DE |
|
Patient Care, Inc. |
|
DE |
|
Priority Care, Inc. |
|
CT |
|
SunCrest Healthcare, Inc. |
|
GA |
|
SunCrest Home Health of AL, Inc. |
|
AL |
|
SunCrest Home Health of Claiborne County, Inc. |
|
TN |
|
SunCrest Home Health of Georgia, Inc. |
|
GA |
|
SunCrest Home Health of Manchester, Inc. |
|
TN |
|
SunCrest Home Health of Nashville, Inc. |
|
TN |
|
SunCrest Home Health of South GA, Inc. |
|
GA |
|
Grantor |
|
Office Where Financing |
|
SunCrest LBL Holdings, Inc. |
|
TN |
|
SunCrest TeleHealth Services, Inc. |
|
TN |
|
Tennessee Nursing Services of Morristown, Inc. |
|
TN |
|
Xxxxx County Home Health, Inc. |
|
KY |
|
AFAM Acquisition, LLC |
|
KY |
|
Almost Family ACO Services of Kentucky, LLC |
|
KY |
|
Almost Family ACO Services of South Florida, LLC |
|
FL |
|
Almost Family ACO Services of Tennessee, LLC |
|
TN |
|
Almost Family PC of Ft. Lauderdale, LLC |
|
FL |
|
Almost Family PC of Kentucky, LLC |
|
KY |
|
Almost Family PC of SW Florida, LLC |
|
FL |
|
Almost Family PC of West Palm, LLC |
|
FL |
|
BGR Acquisition, LLC |
|
FL |
|
Caretenders of Jacksonville, LLC |
|
FL |
|
Caretenders Visiting Services of District 6 LLC |
|
KY |
|
Caretenders Visiting Services of District 7 LLC |
|
KY |
|
Caretenders Visiting Services of Gainesville, LLC |
|
FL |
|
Caretenders Visiting Services of Hernando County, LLC |
|
FL |
|
Caretenders Visiting Services of Kentuckiana, LLC |
|
KY |
|
Caretenders Visiting Services of Columbus, LLC |
|
OH |
|
Caretenders Visiting Services of Ocala, LLC |
|
FL |
|
Caretenders Visiting Services of Orlando, LLC |
|
KY |
|
Caretenders Visiting Services of Pinellas County, LLC |
|
FL |
|
Caretenders Visiting Services of Southern Illinois, LLC |
|
IL |
|
Caretenders Visiting Services of St. Augustine, LLC |
|
FL |
|
Caretenders Visiting Services of St. Louis, LLC |
|
MO |
|
Caretenders VNA of Ohio, LLC |
|
OH |
|
Grantor |
|
Office Where Financing |
|
Caretenders VS of Boston, LLC |
|
MA |
|
Caretenders VS of Central KY, LLC |
|
KY |
|
Caretenders VS of Lincoln Trail, LLC |
|
KY |
|
Caretenders VS of Louisville, LLC |
|
KY |
|
Caretenders VS of Ohio, LLC |
|
OH |
|
Caretenders VS of SE Ohio, LLC |
|
OH |
|
Caretenders VS of Western KY, LLC |
|
KY |
|
Home Health Agency - Central Pennsylvania, LLC |
|
FL |
|
Home Health Agency - Brevard, LLC |
|
FL |
|
Home Health Agency - Broward, Inc. |
|
FL |
|
Home Health Agency - Xxxxxxx, LLC |
|
FL |
|
Home Health Agency - Hillsborough, LLC |
|
FL |
|
Home Health Agency - Illinois, LLC |
|
FL |
|
Home Health Agency - Indiana, LLC |
|
FL |
|
Home Health Agency - Palm Beaches, LLC |
|
FL |
|
Home Health Agency - Pennsylvania, LLC |
|
FL |
|
Home Health Agency - Philadelphia, LLC |
|
FL |
|
Home Health Agency - Pinellas, LLC |
|
FL |
|
Imperium Health Management, LLC |
|
KY |
|
IN Homecare Network Central, LLC |
|
IN |
|
IN Homecare Network North, LLC |
|
IN |
|
Mederi Caretenders VS of SE FL, LLC |
|
FL |
|
Mederi Caretenders VS of Broward, LLC |
|
FL |
|
Mederi Caretenders VS of SW FL, LLC |
|
FL |
|
Mederi Caretenders VS of Tampa, LLC |
|
FL |
|
OMNI Home Health Services, LLC |
|
DE |
|
OMNI Home Health - District 1, LLC |
|
FL |
|
Grantor |
|
Office Where Financing |
|
OMNI Home Health - District 2, LLC |
|
FL |
|
OMNI Home Health - District 4, LLC |
|
FL |
|
OMNI Home Health - Hernando, LLC |
|
FL |
|
OMNI Home Health - Jacksonville, LLC |
|
FL |
|
OMNI Health Management, LLC |
|
FL |
|
Patient Care Connecticut LLC |
|
CT |
|
Princeton Home Health, LLC |
|
AL |
|
SunCrest Companion Services, LLC |
|
TN |
|
SunCrest HealthCare of East Tennessee, LLC |
|
TN |
|
SunCrest Healthcare of Middle TN, LLC |
|
TN |
|
SunCrest HealthCare of West Tennessee, LLC |
|
TN |
|
SunCrest Home Health of Tampa, LLC |
|
FL |
|
SunCrest Home Health of MO, Inc. |
|
MO |
|
SunCrest Home Health of North Carolina, Inc. |
|
NC |
|
SunCrest Home Health - Southside, LLC |
|
GA |
|
SunCrest Outpatient Rehab Services of TN, LLC |
|
TN |
|
SunCrest Outpatient Rehab Services, LLC |
|
TN |
|
Bracor, Inc. |
|
NY |
|
BHC Services, Inc. |
|
NY |
|
Western Region Health Corporation |
|
NY |
|
Willcare, Inc. |
|
NY |
|
Patient’s Choice Homecare, LLC |
|
CT |
|
Connecticut Home Health Care, Incorporated |
|
CT |
|
Xxxxxx Certified Care, Inc. |
|
NY |
|
Xxxxxx Health Care, Inc. |
|
NY |
|
Ingenios Health Holdings, Inc. |
|
DE |
|
Ingenios Health Co. |
|
DE |
|
Grantor |
|
Office Where Financing |
|
Black Stone Operations, LLC |
|
OH |
|
Black Stone of Cincinnati, LLC |
|
OH |
|
Black Stone of Dayton, LLC |
|
OH |
|
Black Stone of Central Ohio, LLC |
|
OH |
|
Black Stone of Northwest Ohio, LLC |
|
OH |
|
Blackstone Group, LLC |
|
OH |
|
Blackstone Health Care, LLC |
|
OH |
|
S&B Health Care, LLC |
|
OH |
|
Advanced Geriatric Education & Consulting, LLC |
|
OH |
|
Black Stone of Northeast Ohio, LLC |
|
OH |
|
MJ Nursing at Black Stone, LLC |
|
OH |
|
Care Advisors by Black Stone, LLC |
|
OH |
|
Assisted Care by Black Stone of Cincinnati, LLC |
|
OH |
|
Home Health Care by Black Stone of Cincinnati, LLC |
|
OH |
|
Assisted Care by Black Stone of Dayton, LLC |
|
OH |
|
Home Health Care by Black Stone of Dayton, LLC |
|
OH |
|
Assisted Care by Black Stone of Central Ohio, LLC |
|
OH |
|
Home Health Care by Black Stone of Central Ohio, LLC |
|
OH |
|
Home Health Care by Black Stone of Northwest Ohio, LLC |
|
OH |
|
Assisted Care by Black Stone of Northwest Ohio, LLC |
|
OH |
|
Patient Care of Xxxxxx County, LLC |
|
NJ |
|
Long Term Solutions, Inc. |
|
MA |
|
Home Health of Jefferson Co, LLC |
|
KY |
|
HHA of Wisconsin, LLC |
|
WI |
|
Patient Care HHA, LLC |
|
CT |
2. Copyright, Patent and Trademark Filings
None
3. Actions with respect to Investment Property — control agreements for following:
|
Bank |
|
Account Name |
|
Account # |
|
SVB |
|
Ingenios Health Holdings Inc |
|
3300877650 |
|
XX Xxxxxx |
|
Almost Family Inc Adult Day Health Services Accounts Payable |
|
616285748 |
|
XX Xxxxxx |
|
Almost Family Inc Adult Day Health Services Payroll Account |
|
616285755 |
|
XX Xxxxxx |
|
Almost Family Inc DBA Caretenders Adult Day Health Services CDA Accounts Payable |
|
629112087 |
|
XX Xxxxxx |
|
Almost Family Inc DBA Caretenders Adult Day Health Services CDA Payroll Account |
|
629112004 |
|
XX Xxxxxx |
|
Almost Family Inc Insurance Account |
|
695262873 |
|
XX Xxxxxx |
|
Almost Family Inc Operating Account* |
|
619032345 |
|
XX Xxxxxx |
|
Almost Family Inc DBA Mederi/Caretenders/National Health Industries* |
|
622593507 |
|
Key Bank |
|
Cambridge Home Health Care Inc/Private |
|
359681036521 |
|
Key Bank |
|
Cambridge Home Health Care Holdings Inc Funding Account |
|
359681202206 |
|
Key Bank |
|
Black Stone Operations LLC |
|
353211001964 |
|
Key Bank |
|
Blackstone Group LLC |
|
354441002285 |
|
Key Bank |
|
MJ Nursing at Black Stone LLC |
|
359681256780 |
|
Key Bank |
|
Assisted Care by Black Stone |
|
359681282190 |
|
Key Bank |
|
Home Health Care by Black Stone |
|
359681282208 |
|
Key Bank |
|
Home Healthcare by Black Stone of Dayton |
|
359681301545 |
|
Key Bank |
|
Assisted Care by Black Stone of Cincinnati |
|
359681301560 |
|
Key Bank |
|
Home Health Care by Black Stone of Cincinnati |
|
359681301578 |
|
Key Bank |
|
Assisted Care by Black Stone of Dayton |
|
359681301644 |
|
Key Bank |
|
Black Stone Operations LLC Black Stone Ops |
|
359681373593 |
|
Bank |
|
Account Name |
|
Account # |
|
Key Bank |
|
Black Stone Operations, LLC |
|
359681376604 |
|
Key Bank |
|
Nursing Resources LLC* |
|
359681381687 |
|
Key Bank |
|
Blackstone Health Care, LLC |
|
359681396065 |
|
First Tennessee |
|
BGR Acquisition LLC |
|
185501604 |
|
First Tennessee |
|
Home Health Agency Broward Inc Broward Deposit Account |
|
185501436 |
|
First Tennessee |
|
Home Health Agency Columbus LLC Columbus Deposit Account |
|
185501352 |
|
First Tennessee |
|
Suncrest Healthcare Inc Flexible Savings Account |
|
183795417 |
|
First Tennessee |
|
Suncrest Home Health of Georgia Inc Gainesville HH Deposit Account* |
|
185501674 |
|
First Tennessee |
|
Home Health Agency Central Pennsylvania LLC |
|
185501457 |
|
First Tennessee |
|
Home Health Agency Illinois LLC Illinois Deposit Account |
|
185501408 |
|
First Tennessee |
|
Suncrest Healthcare Inc Main Account |
|
185501471 |
|
First Tennessee |
|
Omni Home Health District 1 LLC District 1 Deposit Account |
|
185501387 |
|
First Tennessee |
|
Omni Home Health District 4 LLC DBA St. Vincent’s Home Health District 4 Deposit Account |
|
185501429 |
|
First Tennessee |
|
Omni Home Health Jacksonville LLC Jacksonville Deposit Account |
|
185501394 |
|
First Tennessee |
|
Home Health Agency Palm Beaches LLC Palm Beaches Deposit Account |
|
185501422 |
|
First Tennessee |
|
Home Health Agency Pennsylvania LLC Pennsylvania Deposit Account |
|
185501366 |
|
First Tennessee |
|
Home Health Agency Pinellas LLC Pinellas Deposit Account |
|
185501415 |
|
First Tennessee |
|
Suncrest Home Health of Georgia Inc Riverdale HH Deposit Account* |
|
185501681 |
|
First Tennessee |
|
Suncrest Companion Services LLC Comp Deposit Account |
|
185501618 |
|
First Tennessee |
|
Suncrest Healthcare of East TN LLC HH Deposit Account |
|
185501625 |
|
Bank |
|
Account Name |
|
Account # |
|
First Tennessee |
|
Suncrest Healthcare of Middle TN LLC HH Deposit Account |
|
185501646 |
|
First Tennessee |
|
Suncrest Home Health of MO Inc HH Deposit Account |
|
185501653 |
|
First Tennessee |
|
Suncrest Home Health of Tampa LLC HH Deposit Account |
|
185501485 |
|
First Tennessee |
|
TN Nursing Services of Morristown Inc HH Deposit Account |
|
185501723 |
|
First Tennessee |
|
Home Health Agency Brevard LLC Brevard Deposit Account |
|
185501359 |
|
First Tennessee |
|
Home Health Agency Xxxxxxx LLC Xxxxxxx Deposit Account |
|
185501331 |
|
First Tennessee |
|
Suncrest Healthcare Inc Disbursement Account |
|
185501478 |
|
First Tennessee |
|
Suncrest Healthcare Inc Health Insurance Account |
|
185501464 |
|
First Tennessee |
|
Home Health Agency Hillsborough LLC Hillsborough Deposit Account |
|
185501338 |
|
First Tennessee |
|
Home Health Agency Indiana LLC Indiana Deposit Account |
|
185501450 |
|
First Tennessee |
|
Suncrest Home Health of Georgia Inc Marietta HH Deposit Account* |
|
185501688 |
|
First Tennessee |
|
Omni Home Health District 2 LLC District 2 Deposit Account |
|
185501380 |
|
First Tennessee |
|
Omni Home Health Hernando LLC Hernando Deposit Account |
|
185501401 |
|
First Tennessee |
|
Suncrest Healthcare Inc Payroll Account |
|
183795354 |
|
First Tennessee |
|
Home Health Agency Philadelphia LLC Philadelphia Deposit Account |
|
185501373 |
|
First Tennessee |
|
Suncrest Outpatient Rehab Services LLC Rehab Deposit Account |
|
185501695 |
|
First Tennessee |
|
Suncrest Home Health Southside LLC HH Deposit Account |
|
185501716 |
|
First Tennessee |
|
Suncrest Home Health of South GA Inc HH Deposit Account* |
|
185501709 |
|
First Tennessee |
|
Suncrest Home Health of AL Inc HH Deposit Account |
|
185501597 |
|
First Tennessee |
|
Suncrest Home Health of Manchester Inc HH Deposit Account |
|
185501639 |
|
Bank |
|
Account Name |
|
Account # |
|
First Tennessee |
|
Suncrest Home Health of Georgia Inc Xxxxxxxxx XX Deposit Account* |
|
185501667 |
|
First Tennessee |
|
Suncrest Home Health of Nashville Inc HH Deposit Account |
|
185501660 |
|
First Tennessee |
|
Suncrest Healthcare of West TN LLC HH Deposit Account |
|
185501324 |
|
First Tennessee |
|
Xxxxx County Home Health Inc HH Deposit Account |
|
185501317 |
|
M&T |
|
Bracor Inc DBA Willcare Payroll |
|
8889713486 |
|
M&T |
|
Bracor Management Concentration Account |
|
9849193942 |
|
M&T |
|
Bracor Management General Account* |
|
8891671664 |
|
M&T |
|
Xxxxxx Certified Care DBA Willcare Payroll Account |
|
8700812392 |
|
M&T |
|
Connecticut Home Health Care Inc Operating Account |
|
9861735604 |
|
M&T |
|
Xxxxxx Health Care Inc DBA Willcare Payroll Account |
|
8700812384 |
|
M&T |
|
Patients Choice Homecare |
|
9850261513 |
|
M&T |
|
BHC Services Inc DBA Willcare Payroll Account |
|
148825 |
|
M&T |
|
Willcare Inc DBA Willcare Payroll Account |
|
8889713502 |
|
US Bank |
|
Advanced Geriatric Education & Consulting LLC DBA House Calls by Black Stone* |
|
130119033582 |
|
5/3rd |
|
Nursing Resources LLC |
|
80229429 |
|
Middlesex |
|
Long Term Solutions Inc |
|
800108703 |
4. Other Actions
None
ANNEX I
to
AMENDED AND RESTATED SECURITY AGREEMENT
Reference is hereby made to the Amended and Restated Security Agreement (as amended, restated, supplemented or otherwise modified from time to time, the “Agreement”), dated as of December 5, 2016, made by each of ALMOST FAMILY, INC., a Delaware corporation (the “Borrower”) and the other Subsidiaries of the Borrower listed on the signature pages thereto (and together with any additional Subsidiaries, including the undersigned, which become parties thereto by executing a Supplement in substantially the form hereof, the “Grantors”), in favor of the Administrative Agent for the benefit of itself and the ratable benefit of the Secured Parties. Capitalized terms used herein and not defined herein shall have the meanings given to them in the Agreement.
By its execution below, the undersigned, [NAME OF NEW GRANTOR], a [ ] [corporation/limited liability company/limited partnership] (the “New Grantor”) agrees to become, and does hereby become, a Grantor under the Agreement and agrees to be bound by the Agreement as if originally a party thereto. The New Grantor hereby collaterally assigns and pledges to the Administrative Agent for the benefit of itself and for the ratable benefit of the Secured Parties, and grants to the Administrative Agent for the benefit of itself and for the ratable benefit of the Secured Parties, a security interest in all of the New Grantor’s right, title and interest in and to the Collateral, whether now owned or hereafter acquired, to secure the prompt and complete payment and performance of the Secured Obligations.
By its execution below, the undersigned represents and warrants as to itself that all of the representations and warranties contained in the Agreement are true and correct in all respects as of the date hereof. New Grantor represents and warrants that the supplements to the Exhibits to the Agreement attached hereto are true and correct in all respects and such supplements set forth all information required to be scheduled under the Agreement. New Grantor shall take all steps necessary and required under the Agreement to perfect, in favor of the Administrative Agent, a first-priority security interest in and lien against New Grantor’s Collateral.
THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE COMMONWEALTH OF KENTUCKY.
IN WITNESS WHEREOF, the New Grantor has executed and delivered this Annex I counterpart to the Agreement as of this day of , 20 .
|
|
[NAME OF NEW GRANTOR] | |
|
|
| |
|
|
| |
|
|
By: |
|
|
|
Title: |
|
Exhibit A
to Amended and Restated Security Agreement
DESCRIPTION OF COLLATERAL
Exhibit B
to Amended and Restated Security Agreement
OFFICES OF GRANTORS AND LOCATIONS OF COLLATERAL
1. Complete street, city, and state addresses of each Grantor’s:
A. Mailing address:
B. Chief Executive Office (if different from A):
C. Places where Collateral is kept (if different from A):
D. Places where records concerning the Collateral are kept
(if different from A):
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:
3. Description of any Intellectual Property registered with a Governmental Agency:
|
XXXX |
|
DATE |
|
REGISTRATION |
|
SECTIONS 8 & 15 |
|
RENEWAL |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exhibit C
to Amended and Restated Security Agreement
FILINGS AND OTHER ACTIONS
REQUIRED TO PERFECT SECURITY INTERESTS
5. Uniform Commercial Code Filings
|
Grantor |
|
Office Where Financing Statement Is to |
|
|
|
|
|
|
|
|
|
|
|
|
6. Copyright, Patent and Trademark Filings
[List all filings]
7. Actions with respect to Investment Property
[Describe all actions required to obtain “control” of Investment Property]
8. Other Actions
[Describe other actions to be taken]
