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Exhibit 1
THIRD AMENDMENT TO LOAN INSTRUMENTS
This Third Amendment to Loan Instruments (the "Third Amendment"), is
made and entered into as of the 12th day of March, 1998, by and among (i) (a)
PNC BANK, NATIONAL ASSOCIATION, a national banking association with an office
and place of business in Louisville, Kentucky, successor in interest to PNC
Bank, Kentucky, Inc. ("PNC"), (b) NATIONAL CITY BANK OF KENTUCKY, a national
banking association with principal office and place of business in Louisville,
Kentucky ("National City"), (c) SUNTRUST BANK, NASHVILLE, N.A., a national
banking association with principal office and place of business in Nashville,
Tennessee ("SunTrust"), (d) BANK ONE, KENTUCKY, NA, a national banking
association with principal office and place of business in Louisville, Kentucky
("Bank One"), and (e) WACHOVIA BANK, N.A., a national banking association with
principal office and place of business in Atlanta, Georgia ("Wachovia") (PNC,
National City, SunTrust, Bank One and Wachovia are hereinafter collectively
referred to as the "Banks", and each is hereinafter individually referred to as
a "Bank"); (ii) PNC BANK, NATIONAL ASSOCIATION, a national banking association
with an office and place of business in Louisville, Kentucky, successor in
interest to PNC Bank, Kentucky, Inc., in its capacity as the administrative bank
hereunder (in such capacity the "Administrative Bank"); and (iii) RES-CARE,
INC., a Kentucky corporation with principal office and place of business in
Louisville, Kentucky ("Res-Care") and each of the Consolidated Subsidiaries of
Res-Care identified on SCHEDULE 1 hereto (Res-Care and each Consolidated
Subsidiary, a "Borrower," and all of the foregoing collectively, the
"Borrowers").
PRELIMINARY STATEMENT
A. Res-Care and certain other Existing Borrowers (defined herein)
obtained from PNC, National City, SunTrust and Bank One certain credit
accommodations pursuant to a Loan Agreement dated as of December 23, 1996 (the
"Old Loan Agreement") including the following: (i) a revolving line of credit in
the principal amount of Sixty Five Million Dollars ($65,000,000) (the "Original
Revolving Credit Facility"), (ii) a commitment to issue letters of credit for
the account of the Borrowers in an aggregate outstanding amount of up to Ten
Million Dollars ($10,000,000) and (iii) a swing revolving line of credit in the
principal amount of Seven Million Five Hundred Thousand Dollars ($7,500,000)
(the "Original Swing Line Credit Facility").
B. Res-Care and certain other Existing Borrowers, the Administrative
Bank and the Banks amended the Old Loan Agreement pursuant to a First Amendment
to Loan Instruments dated as of June 23, 1997 (the "First Amendment to Loan
Instruments"), providing for, among other things, (i) the increase of the
principal amount of the Original Revolving Credit Facility to One Hundred
Million Dollars ($100,000,000), (ii) the increase of the principal amount of the
Original Swing Line Credit Facility to Twelve Million Five Hundred Thousand
Dollars ($12,500,000), (iii) the amendment of certain financial covenants and
(iv) the addition of the New Borrowers as parties to the Loan Instruments.
C. Res-Care and certain other Existing Borrowers, the Administrative
Bank and the Banks further amended the Old Loan Agreement pursuant to a Second
Amendment to Loan
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Instruments dated as of November 20, 1997 (the "Second Amendment to Loan
Instruments"), providing for, among other things, (i) the consent of the Banks
to the Borrowers' incurring of subordinated indebtedness, (ii) the amendment of
certain financial covenants and (iii) the addition of the New Borrowers as
parties to the Loan Instruments. The Old Loan Agreement, as amended by the First
Amendment to Loan Instruments and the Second Amendment to Loan Instruments, is
referred to as the "Loan Agreement." Each capitalized term used herein, unless
otherwise expressly defined herein, shall have the meaning set forth in the Loan
Agreement.
D. The Existing Borrowers wish to amend the Loan Agreement and the Loan
Instruments to allow the Existing Borrowers to add certain New Borrowers and to
make certain other amendments. The Banks are agreeable to such amendments, upon
satisfaction of the terms and conditions set forth herein.
Now, therefore, in consideration of the premises and the mutual
covenants and agreements set forth herein and in the Loan Agreement and for
other good and valuable consideration, the mutuality, receipt and sufficiency of
which are hereby acknowledged, the parties hereby agree as follows:
I. AMENDMENTS TO LOAN AGREEMENT
A. SECTION 1 - DEFINITIONS AND CROSS REFERENCE. The following
definitions and provisions of Section 1 of the Loan Agreement are hereby amended
and restated and/or added as follows:
1.121 "Existing Borrowers" means any and all
Borrowers party to the Loan Agreement as of November 20, 1997,
but does not currently include the entities listed on SCHEDULE
1.122 attached to the Second Amendment or SCHEDULE 1.122
attached to the Third Amendment.
1.122 "New Borrowers" means certain Subsidiaries
created or acquired since November 20, 1997, specifically
identified as all of the entities on SCHEDULE 1A hereto.
1.126 "Third Amendment" means the Third Amendment to
Loan Instruments made and entered into as of March 12, 1998,
by and among the Banks, the Administrative Bank and the
Borrowers.
1.127 "Third Amendment Closing Date" means the date
on which the Third Amendment to Loan Instruments has been
executed and delivered by the parties thereto, March 12, 1998.
1.128 "Convertible Subordinated Notes means the
convertible subordinated notes issued by Res-Care in favor of
certain former shareholders of Normal Life,
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Inc. ("Normal Life") in connection with the acquisition of
Normal Life stock, in the aggregate amount not exceeding
$22,000,000."
X. XXXXXXX 0 - XXXXXXXX XXXXXXXXX.
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(1) Section 8.2 of the Loan Agreement is hereby amended and
restated as follows:
"8.2 INDEBTEDNESS, ETC. The Borrowers will not,
without the prior written consent of the Majority Banks,
directly or indirectly, create, incur, assume, guarantee,
agree to purchase or repurchase or provide funds in respect
of, or otherwise become liable with respect to any
Indebtedness other than:
(i) The Revolving Credit Facility;
(ii) The Swing Line Credit Facility;
(iii) The Equipment Leases in the aggregate amount
not exceeding Two Million Five Hundred Thousand Dollars
($2,500,000);
(iv) Current liabilities of the Borrowers (other than
for borrowed money) incurred in the ordinary course of their
businesses and in accordance with customary trade practices;
(v) (A ) Promissory notes or other evidence of
indebtedness issued by one or more of the Borrowers as all or
part of the Business Combination Consideration in connection
with a Permitted Business Combination, or (B) purchase money
indebtedness incurred or assumed by the Borrowers in
connection with acquisition of tangible and intangible
personal and real property acquired other than in connection
with a Permitted Business Combination, to the extent that such
tangible and intangible personal and real property are to be
used by the Borrowers in businesses permitted under Section
8.5 hereof; PROVIDED THAT the aggregate amount of indebtedness
described in (B) of this Section 8.2(vi) shall not exceed Five
Million Dollars ($5,000,000); and PROVIDED FURTHER that the
aggregate amount of indebtedness described in (A) AND (B) of
this Section 8.2(vi) shall not exceed Fifteen Million Dollars
($15,000,000);
(vi) The advances, loans and guarantees permitted
under Section 8.12 hereof; and
(vii) Convertible Subordinated Notes that meet all of
the following criteria:
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(a) The principal amount of such Convertible
Subordinated Notes may not exceed $115,000,000; and
(b) Neither the Convertible Subordinated Notes nor
the Indenture may be amended in any manner that could
reasonably be expected to be adverse to the interests
of the Banks without prior written consent of the
Administrative Bank; and
(viii) the Convertible Subordinated Notes (Normal
Life) that meet the following criteria:
(a) The principal amount of such Convertible
Subordinated Notes (Normal Life) may not, in the
aggregate, exceed $22,000,000; and
(b) The Convertible Subordinated Notes (Normal Life)
may not be amended in any manner that could
reasonably be expected to be adverse to the interests
of the Banks without prior written consent of the
Administrative Bank."
(3) Section 8.11 PERMITTED BUSINESS COMBINATIONS. Section 8.11
is hereby amended by amending and restating clauses (iv) and (v)
thereof as follows:
"(iv) the Business Combination Consideration associated with
the proposed Business Combination plus the aggregate Business
Combination Consideration associated with Permitted Business
Combinations that have been completed in the current Fiscal
Year does not exceed Fifty Million Dollars ($50,000,000);
provided, however, that the Business Combination Consideration
associated with the acquisition of Normal Life and
subsidiaries shall be excluded in calculating aggregate
Business Combination Consideration for the foregoing
limitation;
(v) the Business Combination Consideration associated with the
proposed Business Combination does not exceed Ten Million
Dollars ($10,000,000)(except for the acquisition of certain
interests by RCP and RSCRP to occur on or after the Closing
Date as contemplated in the Exchange Agreement dated December
9, 1996, and except for the acquisition of the stock of Normal
Life by Res-Care);"
(4) Section 8.12 LOANS, ADVANCES AND GUARANTIES BY BORROWERS.
Section 8.12 is hereby amended by adding a sentence at the end of such
section as follows:
"Notwithstanding the foregoing, the Borrowers may, without
violating the provisions of Section 8.12, (i) deliver a
guaranty in favor of Bank One, Kentucky, NA in the maximum
principal amount of $2,861,000 with respect to reimbursement
obligations of Normal Life and its subsidiaries in favor of
Bank One, Kentucky, NA for letters of credit issued by it (the
"Bank One Guaranty"),
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and (ii) deliver a guaranty in favor of Xxxxxxx X. Xxxxx and
Xxxxxx Xxxx Xxxxx with respect to obligations of RF Holdings,
LLC in the maximum principal amount of $1,500,000 (the "Xxxxx
Guaranty"). Neither the Bank One Guaranty nor the Xxxxx
Guaranty shall be considered "Indebtedness" for purposes of
calculating "Indebtedness" for use in connection with Pricing
Levels and financial covenants herein.
C. SCHEDULE 1 - LIST OF BORROWERS OTHER THAN RES-CARE.
SCHEDULE 1 to the Loan Agreement is hereby amended and replaced in its entirety
by SCHEDULE 1 attached to this Third Amendment
D. SCHEDULE 1A - LIST OF NEW BORROWERS. SCHEDULE 1A containing
a list of New Borrowers as of the Third Amendment Closing Date, is hereby added
to the Loan Agreement by Schedule 1A attached to this Third Amendment.
E. SCHEDULE 1.122 - LIST OF CERTAIN ENTITIES WHICH CURRENTLY
ARE NOT INCLUDED IN DEFINITION OF BORROWERS OR NEW BORROWERS. SCHEDULE 1.122 is
hereby amended and replaced in its entirety by Schedule 1.122 attached hereto.
F. SCHEDULE 6.13 - CONSOLIDATED SUBSIDIARIES OF RES-CARE, INC.
SCHEDULE 6.13 is hereby amended and restated in its entirety by Schedule 6.13
attached hereto.
G. RATIFICATION. The Loan Agreement, as amended by this Third
Amendment, remains in full force and effect and the Borrower reaffirms and
ratifies its obligations under the Loan Agreement, as amended by this Third
Amendment.
II. STOCK PLEDGE AGREEMENT
A. EXHIBIT A TO STOCK PLEDGE AGREEMENT. Exhibit A to the Stock
Pledge Agreement is amended and restated in its entirety by Exhibit A to this
Third Amendment.
B. DELIVERY OF STOCK CERTIFICATES TO ADMINISTRATIVE BANK.
Res-Care covenants to deliver or to cause to be delivered the pledged share
certificates identified in Section 3 of the Closing Index to the Administrative
Bank on the Third Amendment Closing Date.
C. RATIFICATION. The Stock Pledge Agreement, as amended by
this Third Amendment, remains in full force and effect and Res-Care reaffirms
and ratifies its obligations under the Stock Pledge Agreement, as amended by
this Third Amendment.
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III. AMENDMENT AND RATIFICATION OF SECURITY AGREEMENTS
Each of the Security Agreements remains in full force and
effect and each Borrower reaffirms and ratifies its obligations under the
Security Agreement to which it is a party. Each Borrower agrees that the
Security Agreement to which it is a party shall continue to secure all
indebtedness of the Borrower to the Banks evidenced by the Revolving Credit
Notes, the Swing Line Note, the Applications and Agreements for Letters of
Credit and the Loan Agreement, all as they may be amended by this Third
Amendment. Additionally, each of the New Borrowers, as of the date of the Third
Amendment, shall have executed and delivered to the Administrative Bank a
Security Agreement and UCC-1 financing statements in favor of the Banks, in form
and substance satisfactory to the Banks.
IV. CLOSING CONDITIONS
The establishment of the Revolving Credit Facility by the Banks in
favor of the Borrowers, the obtaining of the Revolving Credit Loans and/or
Letters of Credit by the Borrowers thereunder, the making of the Swing Line
Loans by PNC to the Borrowers, all as amended by this Third Amendment, are
subject to the satisfaction of all the following conditions (in addition to the
conditions set forth in the Loan Agreement):
A. CONDITIONS TO CLOSING OF THE THIRD AMENDMENT. The obligation of the
Banks to make the Revolving Credit Loans to the Borrowers and to make the Swing
Line Loans to the Borrowers are subject to the condition that, in addition to
the satisfaction of the conditions precedent specified in Section 5.1 of the
Loan Agreement, and with respect to the Swing Line Loan, the conditions
precedent specified in Section 3.1D of the Loan Agreement, as of the Third
Amendment Closing Date, the Banks shall have received the following from the
Borrowers, dated the Third Amendment Closing Date or such other date as shall be
acceptable to the Banks:
(1) This Third Amendment, duly executed and delivered
by the each of the Borrowers.
(2) Stock certificates evidencing all of the issued
and outstanding shares of the common stock of all New Borrowers identified on
SCHEDULE 1A, and executed blank stock powers appended thereto.
(3) Security Agreements, executed and delivered by
all New Borrowers identified on SCHEDULE 1A.
(4) UCC-1 financing statements appropriate for filing
in filing offices designated by the Administrative Bank, executed and delivered
by all New Borrowers identified on SCHEDULE 1A.
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(5) New Stock Pledge Agreements, executed and
delivered by Alternative Youth Services, Inc., Community Alternatives of
Missouri, Inc. and Normal Life, Inc.
(6) A Certificate of the Secretary or Assistant
Secretary of Res-Care certifying as to the authenticity, completeness and
accuracy of, and attaching copies of any amendments to the Articles of
Incorporation or Bylaws since November 20, 1997, and Resolutions of the Board of
Directors of Res-Care authorizing such Borrower's execution, delivery and
performance of the Third Amendment and any other Loan Instruments to which such
Borrower is a party, and certifying the names and true signatures of the
officers of such Borrower authorized to execute and deliver the Loan Instruments
to which the Borrower is a party, on behalf of such Borrower.
(7) A Certificate of the Secretary or Assistant
Secretary of each New Borrower certifying as to the authenticity, completeness
and accuracy of, and attaching copies of their respective Certificates of
Incorporation and Bylaws, together with any amendments thereto, and Resolutions
of the Board of Directors of each New Borrower authorizing such New Borrower's
execution, delivery and performance of the Third Amendment and any other Loan
Instruments to which such New Borrower is a party, and certifying the names and
true signatures of the officers of such New Borrower authorized to execute and
deliver the Loan Instruments to which the New Borrower is a party, on behalf of
such New Borrower.
(8) An opinion from counsel to the Borrowers, in form
and substance satisfactory to the Banks, giving substantially the same opinions
as were given in connection with the execution and delivery of the Loan
Agreement dated as of June 23, 1997, but to be given with respect to the
execution and delivery of this Third Amendment.
(9) Such other documents as the Administrative Bank
may reasonably request.
V. REPRESENTATIONS AND WARRANTIES
A. REPRESENTATIONS AND WARRANTIES OF BORROWER AND
CONSOLIDATED SUBSIDIARIES. To induce the Banks to enter into this Third
Amendment, the Borrowers represent and warrant to the Banks as follows:
(1) Each Borrower has full power, authority, and
capacity to enter into this Third Amendment, and this Third Amendment
constitutes the legal, valid and binding obligations of each Borrower,
enforceable against each in accordance with its terms.
(2) No Event of Default under the Loan Agreement or
any of the other Loan Instruments has occurred which continues unwaived by the
Banks, and no event which with the passage of time, the giving of notice or both
would constitute an Event of Default, exists as of the date hereof.
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(3) The person executing this Third Amendment on
behalf of each Borrower is duly authorized to do so. Each such person has been
duly authorized pursuant to resolutions of the Borrowers approved by the
directors of the Borrowers to execute and deliver minor amendments to the Loan
Instruments of the sort set forth in this Third Amendment without the necessity
of further action by the respective boards of directors.
(4) The representations and warranties made by each
Borrower in all of the Loan Instruments are hereby remade and restated as of the
date hereof.
(5) There are no material actions, suits, legal,
equitable, arbitration or administrative proceedings pending or threatened
against any Borrower, the adverse determination of which could have a material
adverse effect on the Loan Instruments, the business operations or financial
condition of the Borrowers or the ability of the Borrowers to fulfill their
obligations under the Loan Instruments.
IN WITNESS WHEREOF, the Borrowers, the Banks and the Administrative
Bank have each caused this Third Amendment to be duly executed as of the date
and year first hereinabove written.
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PNC BANK, NATIONAL ASSOCIATION
successor in interest to
PNC Bank, Kentucky, Inc.
(the "Administrative Bank")
--------------------------------------
By: Xxx Xxxxxxxxxx, Vice President
PNC BANK, NATIONAL ASSOCIATION
successor in interest to
PNC Bank, Kentucky, Inc.
("PNC")
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By: Xxx Xxxxxxxxxx, Vice President
NATIONAL CITY BANK OF
KENTUCKY
("National City")
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By: Xxxxx Xxxxx, Vice President
SUNTRUST BANK, NASHVILLE, N.A.
("SunTrust")
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Xxxxx Xxxx Xxxxx, Group Vice President
BANK ONE, KENTUCKY, NA
("Bank One")
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Xxxx X. Xxxxxx, Senior Vice President
WACHOVIA BANK, N.A.
("Wachovia")
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By:
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RES-CARE, INC.
(a "Borrower")
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By: Authorized Officer
COMMUNITY ALTERNATIVES INDIANA,
INC.
(a "Borrower")
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By: Authorized Officer
COMMUNITY ALTERNATIVES
NEBRASKA, INC.
(a "Borrower")
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By: Authorized Officer
COMMUNITY ADVANTAGE, INC.
(a "Borrower")
--------------------------------------
By: Authorized Officer
TEXAS HOME MANAGEMENT, INC.
(a "Borrower")
--------------------------------------
By: Authorized Officer
CAPITAL TX INVESTMENTS, INC.
(a "Borrower")
--------------------------------------
By: Authorized Officer
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THM HOMES, INC.
(a "Borrower")
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By: Authorized Officer
RSCR TEXAS, INC.
(a "Borrower")
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By: Authorized Officer
RES-CARE NEW MEXICO, INC.
(a "Borrower")
--------------------------------------
By: Authorized Officer
RES-CARE OHIO, INC.
(a "Borrower")
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By: Authorized Officer
COMMUNITY ALTERNATIVES OF
TEXAS, INC.
(a "Borrower")
--------------------------------------
By: Authorized Officer
CATX PROPERTIES, INC.
(a "Borrower")
--------------------------------------
By: Authorized Officer
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RES-CARE CALIFORNIA, INC., d/b/a
RCCA Services
(a "Borrower")
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By: Authorized Officer
RES-CARE FLORIDA, INC.
(a "Borrower")
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By: Authorized Officer
RSCR CALIFORNIA, INC.
(a "Borrower")
--------------------------------------
By: Authorized Officer
RES-CARE KANSAS, INC.
(a "Borrower")
--------------------------------------
By: Authorized Officer
RES-CARE ILLINOIS, INC.
(a "Borrower")
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By: Authorized Officer
RES-CARE OKLAHOMA, INC.
(a "Borrower")
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By: Authorized Officer
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RES-CARE TENNESSEE, INC.
(a "Borrower")
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By: Authorized Officer
RES-CARE TRAINING
TECHNOLOGIES, INC.
(a "Borrower")
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By: Authorized Officer
YOUTHTRACK, INC.
(a "Borrower")
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By: Authorized Officer
RES-CARE PREMIER, INC.
(a "Borrower")
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By: Authorized Officer
RES-CARE NEW JERSEY, INC.
(a "Borrower")
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By: Authorized Officer
COMMUNITY ALTERNATIVES
KENTUCKY, INC.
(a "Borrower")
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By: Authorized Officer
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ALTERNATIVE YOUTH SERVICES, INC.
(a "Borrower")
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By: Authorized Officer
COMMUNITY ALTERNATIVES
VIRGINIA, INC.
(a "Borrower")
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By: Authorized Officer
RSCR WEST VIRGINIA, INC.
(a "Borrower")
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By: Authorized Officer
COMMUNITY ALTERNATIVES
MISSOURI, INC. f/k/a RAIMENT, INC.
(a "Borrower")
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By: Authorized Officer
RES-CARE AVIATION, INC.
(a "Borrower")
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By: Authorized Officer
COMMUNICATIONS NETWORK
CONSULTANTS, INC.
(a "Borrower")
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By: Authorized Officer
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THE ACADEMY FOR INDIVIDUAL
EXCELLENCE, INC.
(a "Borrower")
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By: Authorized Officer
RES-CARE OTHER OPTIONS, INC.
(a "Borrower")
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By: Authorized Officer
SOUTHERN HOME CARE SERVICES, INC.
d/b/a Eldercare
(a "Borrower")
--------------------------------------
By: Authorized Officer
GENERAL HEALTH CORPORATION
d/b/a Arizona Youth Associates, Inc.
(a "Borrower")
--------------------------------------
By: Authorized Officer
BALD-EAGLE ENTERPRISES, INC.
(a "Borrower")
--------------------------------------
By: Authorized Officer
XXXXXXXX GROUP HOMES, INC.
(a "Borrower")
--------------------------------------
By: Authorized Officer
CREATIVE NETWORKS, LLC.
(a "Borrower")
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By: Authorized Person
NORMAL LIFE, INC.
(a "Borrower")
--------------------------------------
By: Authorized Officer
NORMAL LIFE OF SOUTHERN
INDIANA, INC. (a "Borrower")
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By: Authorized Officer
NORMAL LIFE OF CENTRAL
INDIANA, INC. (a "Borrower")
--------------------------------------
By: Authorized Officer
NORMAL LIFE OF LOUISIANA, INC.
(a "Borrower")
--------------------------------------
By: Authorized Officer
NORMAL LIFE OF LAFAYETTE, INC.
(a "Borrower")
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By: Authorized Officer
NORMAL LIFE OF LAKE XXXXXXX, INC.
(a "Borrower")
--------------------------------------
By: Authorized Officer
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NORMAL LIFE OF FLORIDA, INC.
(a "Borrower")
--------------------------------------
By: Authorized Officer
NORMAL LIFE OF KENTUCKY, INC.
(a "Borrower")
--------------------------------------
By: Authorized Officer
NORMAL LIFE OF NORTH TEXAS, INC.
(a "Borrower")
--------------------------------------
By: Authorized Officer
NORMAL LIFE OF NEW MEXICO, INC.
(a "Borrower")
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By: Authorized Officer
NORMAL LIFE OF TENNESSEE, INC.
(a "Borrower")
--------------------------------------
By: Authorized Officer
CAREERS IN PROGRESS, INC.
(a "Borrower")
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By: Authorized Officer
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NORMAL LIFE FAMILY SERVICES, INC.
(a "Borrower")
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By: Authorized Officer
NORMAL LIFE OF INDIANA
a general partnership
By: NORMAL LIFE OF SOUTHERN
INDIANA, INC.
one of its General Partners
(a "Borrower")
--------------------------------------
By: Authorized Officer
NORMAL LIFE OF CALIFORNIA, INC.
(a "Borrower")
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By: Authorized Officer
NORMAL LIFE OF GEORGIA, INC.
(a "Borrower")
--------------------------------------
By: Authorized Officer
NORMAL LIFE MANAGEMENT, INC.
(a "Borrower")
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By: Authorized Officer
NL DELAWARE, INC.
(a "Borrower")
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By: Authorized Officer
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NORMAL LIFE OF OHIO, INC.
(a "Borrower")
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By: Authorized Officer
BOLIVAR DEVELOPMENT TRAINING
CENTER, INC.
(a "Borrower")
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By: Authorized Officer
HYDESBURG ESTATES, INC.
(a "Borrower")
--------------------------------------
By: Authorized Officer
OAK WOOD SUITES OF BOLIVAR, INC.
(a "Borrower")
--------------------------------------
By: Authorized Officer
XXXXXXX ESTATES, INC.
(a "Borrower")
--------------------------------------
By: Authorized Officer
BOLIVAR ESTATES, INC.
(a "Borrower")
--------------------------------------
By: Authorized Officer
SKYVIEW ESTATES, INC.
(a "Borrower")
--------------------------------------
By: Authorized Officer
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RIVER BLUFF ESTATES, INC.
(a "Borrower")
--------------------------------------
By: Authorized Officer
MEADOW LANE ESTATES, INC.
(a "Borrower")
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By: Authorized Officer
EBENEZER ESTATES, INC.
(a "Borrower")
--------------------------------------
By: Authorized Officer
HILLSIDE ESTATES, INC.
(a "Borrower")
--------------------------------------
By: Authorized Officer
PEBBLE CREEK ESTATES, INC.
(a "Borrower")
--------------------------------------
By: Authorized Officer
FORT XXXXX ESTATES, INC.
(a "Borrower")
--------------------------------------
By: Authorized Officer
SHA-REE ESTATES, INC.
(a "Borrower")
--------------------------------------
By: Authorized Officer
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XXXXX MANAGEMENT, INC.
(a "Borrower")
--------------------------------------
By: Authorized Officer
MISSOURI PROGRESSIVE SERVICES, INC.
(a "Borrower")
--------------------------------------
By: Authorized Officer
OAKVIEW ESTATES OF BOLIVAR, INC.
(a "Borrower")
--------------------------------------
By: Authorized Officer
UPWARD BOUND, INC.
(a "Borrower")
--------------------------------------
By: Authorized Officer
INDIVIDUALIZED SUPPORTED LIVING,
INC.
(a "Borrower")
--------------------------------------
By: Authorized Officer
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SCHEDULE 1
LIST OF BORROWERS OTHER THAN RES-CARE, INC.
1. COMMUNITY ALTERNATIVES INDIANA, INC., a Delaware corporation with
principal office and place of business in Louisville, Kentucky ("CAI").
2. COMMUNITY ALTERNATIVES NEBRASKA, INC., a Delaware corporation, with
principal office and place of business in Louisville, Kentucky ("CAN").
3. COMMUNITY ADVANTAGE, INC., a Delaware corporation with principal
office and place of business in Louisville, Kentucky ("CA").
4. TEXAS HOME MANAGEMENT, INC., a Delaware corporation with principal
office and place of business in Louisville, Kentucky ("THM").
5. CAPITAL TX INVESTMENTS, INC., a Delaware corporation with principal
office and place of business in Louisville, Kentucky ("CTXI").
6. THM HOMES, INC., a Delaware corporation with principal office and
place of business in Louisville, Kentucky ("THMH").
7. RSCR TEXAS, INC., formerly THM Properties, Inc., a Delaware
corporation with principal office and place of business in Louisville, Kentucky
("RSCRT").
8. RES-CARE NEW MEXICO, INC., a Delaware corporation with principal
office and place of business of Louisville, Kentucky ("RCNM").
9. RES-CARE OHIO, INC., a Delaware corporation with principal office
and place of business in Louisville, Kentucky ("RCO").
10. COMMUNITY ALTERNATIVES OF TEXAS, INC., a Delaware corporation with
principal office and place of business in Louisville, Kentucky ("CAT").
11. CATX PROPERTIES, INC., a Delaware corporation with principal office
and place of business in Louisville, Kentucky ("CATXP").
12. RES-CARE CALIFORNIA, INC., d/b/a RCCA Services, a Delaware
corporation with principal office and place of business in Louisville, Kentucky
("RCC").
13. RES-CARE FLORIDA, INC., a Delaware corporation with principal
office and place of business in Louisville, Kentucky ("RCF").
14. RSCR CALIFORNIA, INC., a Delaware corporation with principal office
and place of business in Louisville, Kentucky ("RSCRC").
24
15. RES-CARE KANSAS, INC., a Delaware corporation with principal office
and place of business in Louisville, Kentucky ("RCK").
16. RES-CARE ILLINOIS, INC., a Delaware corporation with principal
office and place of business in Louisville, Kentucky ("RCI").
17. RES-CARE OKLAHOMA, INC. a Delaware corporation with principal
office and place of business in Louisville, Kentucky ("RCOK").
18. RES-CARE TENNESSEE, INC., a Delaware corporation with principal
office and place of business in Louisville, Kentucky ("RCT").
19. RES-CARE TRAINING TECHNOLOGIES, INC., a Delaware corporation with
principal office and place of business in Louisville, Kentucky ("RCTT").
20. YOUTHTRACK, INC., a Delaware corporation with principal office and
place of business in Littleton, Colorado ("YT").
21. RES-CARE PREMIER, INC., a Delaware corporation with principal
office and place of business in Louisville, Kentucky ("RCP").
22 RES-CARE NEW JERSEY, INC., a Delaware corporation with principal
office and place of business in Louisville, Kentucky ("RCNJ").
23 COMMUNITY ALTERNATIVES KENTUCKY, INC., a Delaware corporation with
principal office and place of business in Louisville, Kentucky ("CAK").
24 ALTERNATIVE YOUTH SERVICES, INC., a Delaware corporation with
principal office and place of business in Louisville, Kentucky ("AYS")
25 COMMUNITY ALTERNATIVES VIRGINIA, INC., a Delaware corporation with
principal office and place of business in Louisville, Kentucky ("CAV").
00 XXXX XXXX XXXXXXXX, INC., a Delaware corporation with principal
office and place of business in Louisville, Kentucky ("RSCRWV").
27 COMMUNITY ALTERNATIVES MISSOURI, INC. f/k/a RAIMENT, INC., a
Missouri corporation with principal office and place of business in Louisville,
Kentucky ("R").
28 RES-CARE AVIATION, INC., a Kentucky corporation with principal
office and place of business in Louisville, Kentucky ("RCA").
29 COMMUNICATIONS NETWORK CONSULTANTS, INC., a Rhode Island corporation
with principal office and place of business in Louisville, Kentucky ("CNC").
25
30 THE ACADEMY FOR INDIVIDUAL EXCELLENCE, INC., a Delaware corporation
with principal office and place of business in Louisville, Kentucky ("AIE").
31 RES-CARE OTHER OPTIONS, INC., a Delaware corporation with principal
office and place of business in Louisville, Kentucky ("ROO").
The following entities are all New Borrowers as of the Third Amendment Closing
Date:
32 SOUTHERN HOME CARE SERVICES, INC. d/b/a Eldercare, a Georgia
corporation with principal office and place of business in Louisville, Kentucky
("SHCS").
33. GENERAL HEALTH CORPORATION d/b/a Arizona Youth Associates, Inc., an
Arizona corporation with principal office and place of business in Louisville,
Kentucky ("AYA")
34. BALD EAGLE ENTERPRISES, INC., a Missouri corporation with principal
office and place of business in Louisville, Kentucky ("BEE").
35. XXXXXXXX GROUP HOMES, INC., a Missouri corporation with principal
office and place of business in Louisville, Kentucky ("BGH").
36. CREATIVE NETWORKS, LLC, an Arizona limited liability company with
principal office and place of business in Louisville, Kentucky ("CN").
37. NORMAL LIFE, INC., a Kentucky corporation with principal office and
place of business in Louisville, Kentucky ("NL").
38. NORMAL LIFE OF SOUTHERN INDIANA, INC., an Indiana corporation with
principal office and place of business in Louisville, Kentucky ("NLSI").
39. NORMAL LIFE OF CENTRAL INDIANA, INC., successor by merger of Normal
Life of Terre Haute, Inc. and Normal Life of Sheridan, Inc., an Indiana
corporation with principal office and place of business in Louisville, Kentucky
("NLCI").
40. NORMAL LIFE OF LOUISIANA, INC., a Louisiana corporation with
principal office and place of business in Louisville, Kentucky ("NLL").
41. NORMAL LIFE OF LAFAYETTE, INC., a Louisiana corporation with
principal office and place of business in Louisville, Kentucky ("NLLAF").
42. NORMAL LIFE OF LAKE XXXXXXX, INC., a Louisiana corporation with
principal office and place of business in Louisville, Kentucky ("NLLC").
43. NORMAL LIFE OF FLORIDA, INC., a Florida corporation with principal
office and place of business in Louisville, Kentucky ("NLF").
26
44. NORMAL LIFE OF KENTUCKY, INC., a Kentucky corporation with
principal office and place of business in Louisville, Kentucky ("NLK").
45. NORMAL LIFE OF NORTH TEXAS, INC., a Texas corporation with
principal office and place of business in Louisville, Kentucky ("NLNT").
46. NORMAL LIFE OF NEW MEXICO, INC., a New Mexico corporation with
principal office and place of business in Louisville, Kentucky ("NLNM").
47. NORMAL LIFE OF TENNESSEE, INC., a Tennessee corporation with
principal office and place of business in Louisville, Kentucky ("NLT").
48. CAREERS IN PROGRESS, INC., a Louisiana corporation with principal
office and place of business in Louisville, Kentucky ("CP").
49. NORMAL LIFE FAMILY SERVICES, INC. a Louisiana corporation with
principal office and place of business in Louisville, Kentucky ("NLFS").
50. NORMAL LIFE OF INDIANA, a general partnership a corporation duly
organized and existing under the laws of the state of Indiana, with principal
office and place of business in Louisville, Kentucky ("NLIND").
51. NORMAL LIFE OF CALIFORNIA, INC., a California corporation with
principal office and place of business in Louisville, Kentucky ("NLC").
52. NORMAL LIFE OF GEORGIA, INC., a Georgia corporation with principal
office and place of business in Louisville, Kentucky ("NLG").
53. NORMAL LIFE MANAGEMENT, INC., a Kentucky corporation with principal
office and place of business in Louisville, Kentucky ("NLM").
54. NL DELAWARE, INC., a Delaware corporation with principal office and
place of business in Louisville, Kentucky ("NLD").
55. NORMAL LIFE OF OHIO, INC., an Ohio corporation with principal
office and place of business in Louisville, Kentucky ("NLO").
56. BOLIVAR DEVELOPMENT TRAINING CENTER, INC., a Missouri corporation
with principal office and place of business in Louisville, Kentucky ("BSTC").
57. HYDESBURG ESTATES, INC., a Missouri corporation with principal
office and place of business in Louisville, Kentucky ("HE").
58. OAK WOOD SUITES OF BOLIVAR, INC., a Missouri corporation with
principal office and place of business in Louisville, Kentucky ("OWSB").
27
59. WILLARD ESTATES, INC., a Missouri corporation with principal office
and place of business in Louisville, Kentucky ("WE").
60. BOLIVAR ESTATES, INC., a Missouri corporation with principal office
and place of business in Louisville, Kentucky ("BE").
61. SKYVIEW ESTATES, INC., a Missouri corporation with principal office
and place of business in Louisville, Kentucky ("SE").
62. RIVER BLUFF ESTATES, INC., a Missouri corporation with principal
office and place of business in Louisville, Kentucky ("RBE").
63. MEADOW LANE ESTATES, INC., a Missouri corporation with principal
office and place of business in Louisville, Kentucky ("MLE").
64. EBENEZER ESTATES, INC., a Missouri corporation with principal
office and place of business in Louisville, Kentucky ("EE").
65. HILLSIDE ESTATES, INC., a Missouri corporation with principal
office and place of business in Louisville, Kentucky ("HE").
66. PEBBLE CREEK ESTATES, INC., a Missouri corporation with principal
office and place of business in Louisville, Kentucky ("PCE").
67. FORT XXXXX ESTATES, INC., a Missouri corporation with principal
office and place of business in Louisville, Kentucky ("FME").
68. SHA-REE ESTATES, INC., a Missouri corporation with principal office
and place of business in Louisville, Kentucky ("SRE").
69. XXXXX MANAGEMENT, INC., a Missouri corporation with principal
office and place of business in Louisville, Kentucky ("BM").
70. MISSOURI PROGRESSIVE SERVICES, INC., a Missouri corporation with
principal office and place of business in Louisville, Kentucky ("MPS").
71. OAKVIEW ESTATES OF BOLIVAR, INC., a Missouri corporation with
principal office and place of business in Louisville, Kentucky ("OEB").
72. UPWARD BOUND, INC., a Missouri corporation with principal office
and place of business in Louisville, Kentucky ("UB").
73. INDIVIDUALIZED SUPPORTED LIVING, INC., a Missouri corporation with
principal office and place of business in Louisville, Kentucky ("ISL").
28
SCHEDULE 1. A
LIST OF NEW BORROWERS
1. SOUTHERN HOME CARE SERVICES, INC., d/b/a Eldercare, a Georgia
corporation with principal office and place of business in Louisville, Kentucky
("SHCS").
2. GENERAL HEALTH CORPORATION d/b/a Arizona Youth Associates, Inc., an
Arizona corporation with principal office and place of business in Louisville,
Kentucky ("AYA")
3. BALD EAGLE ENTERPRISES, INC., a Missouri corporation with principal
office and place of business in Louisville, Kentucky ("BEE").
.
4. XXXXXXXX GROUP HOMES, INC., a Missouri corporation with principal
office and place of business in Louisville, Kentucky ("BGH").
5. CREATIVE NETWORKS, LLC, an Arizona limited liability company with
principal office and place of business in Louisville, Kentucky ("CN").
6. NORMAL LIFE, INC., a Kentucky corporation with principal office and
place of business in Louisville, Kentucky ("NL").
7. NORMAL LIFE OF SOUTHERN INDIANA, INC., an Indiana corporation with
principal office and place of business in Louisville, Kentucky ("NLSI").
8. NORMAL LIFE OF CENTRAL INDIANA, INC., successor by merger of Normal
Life of Terre Haute, Inc. and Normal Life of Sheridan, Inc., an Indiana
corporation with principal office and place of business in Louisville, Kentucky
("NLCI").
9. NORMAL LIFE OF LOUISIANA, INC., a Louisiana corporation with
principal office and place of business in Louisville, Kentucky ("NLL").
10. NORMAL LIFE OF LAFAYETTE, INC., a Louisiana corporation with
principal office and place of business in Louisville, Kentucky ("NLLAF").
11. NORMAL LIFE OF LAKE XXXXXXX, INC., a Louisiana corporation with
principal office and place of business in Louisville, Kentucky ("NLLC").
12. NORMAL LIFE OF FLORIDA, INC., a Florida corporation with principal
office and place of business in Louisville, Kentucky ("NLF").
13. NORMAL LIFE OF KENTUCKY, INC., a Kentucky corporation with
principal office and place of business in Louisville, Kentucky ("NLK").
14. NORMAL LIFE OF NORTH TEXAS, INC., a Texas corporation with
principal office and place of business in Louisville, Kentucky ("NLNT").
29
15. NORMAL LIFE OF NEW MEXICO, INC., a New Mexico corporation with
principal office and place of business in Louisville, Kentucky ("NLNM").
16. NORMAL LIFE OF TENNESSEE, INC., a Tennessee corporation with
principal office and place of business in Louisville, Kentucky ("NLT").
17. CAREERS IN PROGRESS, INC., a Louisiana corporation with principal
office and place of business in Louisville, Kentucky ("CP").
18. NORMAL LIFE FAMILY SERVICES, INC. a Louisiana corporation with
principal office and place of business in Louisville, Kentucky ("NLFS").
19. NORMAL LIFE OF INDIANA, a general partnership a corporation duly
organized and existing under the laws of the state of Indiana, with principal
office and place of business in Louisville, Kentucky ("NLIND").
20. NORMAL LIFE OF CALIFORNIA, INC., a California corporation with
principal office and place of business in Louisville, Kentucky ("NLC").
21. NORMAL LIFE OF GEORGIA, INC., a Georgia corporation with principal
office and place of business in Louisville, Kentucky ("NLG").
22. NORMAL LIFE MANAGEMENT, INC., a Kentucky corporation with principal
office and place of business in Louisville, Kentucky ("NLM").
23. NL DELAWARE, INC., a Delaware corporation with principal office and
place of business in Louisville, Kentucky ("NLD").
24. NORMAL LIFE OF OHIO, INC., an Ohio corporation with principal
office and place of business in Louisville, Kentucky ("NLO").
25 . BOLIVAR DEVELOPMENT TRAINING CENTER, INC., a Missouri corporation
with principal office and place of business in Louisville, Kentucky ("BSTC").
26. HYDESBURG ESTATES, INC., a Missouri corporation with principal
office and place of business in Louisville, Kentucky ("HE").
27. OAK WOOD SUITES OF BOLIVAR, INC., a Missouri corporation with
principal office and place of business in Louisville, Kentucky ("OWSB").
28. WILLARD ESTATES, INC., a Missouri corporation with principal office
and place of business in Louisville, Kentucky ("WE").
29. BOLIVAR ESTATES, INC., a Missouri corporation with principal office
and place of business in Louisville, Kentucky ("BE").
30
30. SKYVIEW ESTATES, INC., a Missouri corporation with principal
office and place of business in Louisville, Kentucky ("SE").
31. RIVER BLUFF ESTATES, INC., a Missouri corporation with principal
office and place of business in Louisville, Kentucky ("RBE").
32. MEADOW LANE ESTATES, INC., a Missouri corporation with principal
office and place of business in Louisville, Kentucky ("MLE").
33. EBENEZER ESTATES, INC., a Missouri corporation with principal
office and place of business in Louisville, Kentucky ("EE").
34. HILLSIDE ESTATES, INC., a Missouri corporation with principal
office and place of business in Louisville, Kentucky ("HE").
35. PEBBLE CREEK ESTATES, INC., a Missouri corporation with principal
office and place of business in Louisville, Kentucky ("PCE").
36. FORT XXXXX ESTATES, INC., a Missouri corporation with principal
office and place of business in Louisville, Kentucky ("FME").
37. SHA-REE ESTATES, INC., a Missouri corporation with principal office
and place of business in Louisville, Kentucky ("SRE").
38. XXXXX MANAGEMENT, INC., a Missouri corporation with principal
office and place of business in Louisville, Kentucky ("BM").
39. MISSOURI PROGRESSIVE SERVICES, INC., a Missouri corporation with
principal office and place of business in Louisville, Kentucky ("MPS").
40. OAKVIEW ESTATES OF BOLIVAR, INC., a Missouri corporation with
principal office and place of business in Louisville, Kentucky ("OEB").
42. UPWARD BOUND, INC., a Missouri corporation with principal office
and place of business in Louisville, Kentucky ("UB").
43. INDIVIDUALIZED SUPPORTED LIVING, INC., a Missouri corporation with
principal office and place of business in Louisville, Kentucky ("ISL").
31
SCHEDULE 1.32
CONTINGENT OBLIGATIONS OF RES-CARE, INC.
32
SCHEDULE 1.122 TO FIRST AMENDMENT
Certain Entities which Currently are not Included in
Definition of "Existing Borrowers" or "New Borrowers"
Biscayne Bay Transitional Living Center Limited Partnership
Community Alternatives Illinois, Inc.
Premier Rehabilitation Centers of Florida, Inc.
Alternative Xxxxxxx, Xxx.
Refraining from including those entities within the definition of "New
Borrowers", "Existing Borrowers" or "Borrowers" does not prevent the Banks from
later exercising any rights under the Loan Instruments to require them to become
Borrowers.
33
SCHEDULE 6.7
INDEBTEDNESS
34
SCHEDULE 6.13
CONSOLIDATED SUBSIDIARIES OF RES-CARE, INC.
1. COMMUNITY ALTERNATIVES INDIANA, INC.
State of incorporation: Delaware
Location of principal office and records: 00000 Xxxx Xxxxxxx Xxxx
Xxxxxxxxxx, Xxxxxxxx
Qualified/not qualified to do business in Kentucky: Not qualified
Locations of operations: Fort Xxxxx, Indiana; Angola, Indiana;
Xxxxxxxx, Indiana; Greencastle, Indiana.
Qualified to do business in: Indiana
Any name, other than name of Corporation, used for conducting business
in the last five (5) years:
2. COMMUNITY ALTERNATIVES NEBRASKA, INC.
State of incorporation: Delaware
Location of principal office and records: 00000 Xxxx Xxxxxxx Xxxx
Xxxxxxxxxx, Xxxxxxxx
Qualified/not qualified to do business in Kentucky: Not qualified
Locations of operations: Lincoln, Nebraska
Qualified to do business in: Nebraska
Any name, other than name of Corporation, used for conducting business
in the last five (5) years:
3. COMMUNITY ADVANTAGE, INC.
State of incorporation: Delaware
Location of principal office and records: 00000 Xxxx Xxxxxxx Xxxx
Xxxxxxxxxx, Xxxxxxxx
Qualified/not qualified to do business in Kentucky: Not qualified
Locations of operations: Longmont, Brighton, Grieley Colorado.
Qualified to do business in: Colorado
Any name, other than name of Corporation, used for conducting business
in the last five (5) years:
4. TEXAS HOME MANAGEMENT, INC.
State of incorporation: Delaware
Location of principal office and records: 00000 Xxxx Xxxxxxx Xxxx
Xxxxxxxxxx, Xxxxxxxx
Qualified/not qualified to do business in Kentucky: Not qualified
Locations of operations: various in Texas (59 group homes)
Qualified to do business in: Texas
Any name, other than name of Corporation, used for conducting business
in the last five (5) years:
35
5. CAPITAL TX INVESTMENTS, INC.
State of incorporation: Delaware
Location of principal office and records: 00000 Xxxx Xxxxxxx Xxxx
Xxxxxxxxxx, Xxxxxxxx
Qualified/not qualified to do business in Kentucky: Not qualified
Locations of operations: owns property in various Texas locations -
Bexar, Tarrant, Angelina, Travis, Caldwell, Harris, Nacogdoches,
Xxxxxxxx, Parker, Gonzalez, Plano Counties
Qualified to do business in: Texas
Any name, other than name of Corporation, used for conducting business
in the last five (5) years:
6. THM HOMES, INC.
State of incorporation: Delaware
Location of principal office and records: 00000 Xxxx Xxxxxxx Xxxx
Xxxxxxxxxx, Xxxxxxxx
Qualified/not qualified to do business in Kentucky: Not qualified
Locations of operations: owns property in various Texas locations:
Lubbock, Bexar, Williamson, Taylor, Tarrant, Xxxxxxxx Counties
Qualified to do business in: Texas
Any name, other than name of Corporation, used for conducting business
in the last five (5) years:
7. RSCR TEXAS, INC., F/K/A THM PROPERTIES, INC.
State of incorporation: Delaware
Location of principal office and records: 00000 Xxxx Xxxxxxx Xxxx
Xxxxxxxxxx, Xxxxxxxx
Qualified/not qualified to do business in Kentucky: Not qualified
Locations of operations: Canton, Austin, San Antonio, Dallas-Ft.
Worth, TX
Qualified to do business in: Texas
Any name, other than name of Corporation, used for conducting business
in the last five (5) years:
8. RES-CARE NEW MEXICO, INC.
State of incorporation: Delaware
Location of principal office and records: 00000 Xxxx Xxxxxxx Xxxx
Xxxxxxxxxx, Xxxxxxxx
Qualified/not qualified to do business in Kentucky: Not qualified
Locations of operations: Albuquerque, Xxxxxxxx, Xxxxxx, Santa Fe,
New Mexico Qualified to do business in: New Mexico
Any name, other than name of Corporation, used for conducting business
in the last five (5) years:
36
9. RES-CARE OHIO INC.
State of incorporation: Delaware
Location of principal office and records: 00000 Xxxx Xxxxxxx Xxxx
Xxxxxxxxxx, Xxxxxxxx
Qualified/not qualified to do business in Kentucky: Not qualified
Locations of operations: Fairfield, Williamsburg, Xxxxxxxx,
Middletown, Cincinnati area, Xenia, Menton, Lake County, Ohio
Qualified to do business in: Ohio
Any name, other than name of Corporation, used for conducting business
in the last five (5) years:
10. COMMUNITY ALTERNATIVES OF TEXAS, INC.
State of incorporation: Delaware
Location of principal office and records: 00000 Xxxx Xxxxxxx Xxxx
Xxxxxxxxxx, Xxxxxxxx Qualified/not qualified to do business in
Kentucky: Not qualified Locations of operations: Wichita Co., Tarrant
Co., Texas Qualified to do business in: Texas Any name, other than name
of Corporation, used for conducting business in the last five (5)
years:
11. CATX PROPERTIES, INC.
State of incorporation: Delaware
Location of principal office and records: 00000 Xxxx Xxxxxxx Xxxx
Xxxxxxxxxx, Xxxxxxxx
Qualified/not qualified to do business in Kentucky: Not qualified
Locations of operations: owns property in various Texas locations -
Wichita and Tarrant Counties
Qualified to do business in: Texas
Any name, other than name of Corporation, used for conducting business
in the last five (5) years:
12. RES-CARE CALIFORNIA, INC. D/B/A RCCA SERVICES
State of incorporation: Delaware
Location of principal office and records: 00000 Xxxx Xxxxxxx Xxxx
Xxxxxxxxxx, Xxxxxxxx
Qualified/not qualified to do business in Kentucky: Not qualified
Locations of operations: Stanislaus, San Mateo, Sutter, Nevada,
Placer, Santa Xxxxx County, CA
Qualified to do business in: California
Any name, other than name of Corporation, used for conducting business
in the last five (5) years:
37
13. RES-CARE FLORIDA, INC.
State of incorporation: Delaware
Location of principal office and records: 00000 Xxxx Xxxxxxx Xxxx
Xxxxxxxxxx, Xxxxxxxx
Qualified/not qualified to do business in Kentucky: Not qualified
Locations of operations: none
Qualified to do business in: Florida
Any name, other than name of Corporation, used for conducting business
in the last five (5) years:
14. RSCR CALIFORNIA, INC.
State of incorporation: Delaware
Location of principal office and records: 00000 Xxxx Xxxxxxx Xxxx
Xxxxxxxxxx, Xxxxxxxx Qualified/not qualified to do business in
Kentucky: Not qualified Locations of operations: Los Angeles and Orange
Counties Qualified to do business in: California Any name, other than
name of Corporation, used for conducting business in the last five (5)
years:
15. RES-CARE KANSAS, INC.
State of incorporation: Delaware
Location of principal office and records: 00000 Xxxx Xxxxxxx Xxxx
Xxxxxxxxxx, Xxxxxxxx
Qualified/not qualified to do business in Kentucky: Not qualified
Locations of operations: Xxxxxxx, Neosho, Xxxxxxxx & Xxxxxx, Kansas
Qualified to do business in: Kansas
Any name, other than name of Corporation, used for conducting business
in the last five (5) years:
16. RES-CARE ILLINOIS, INC.
State of incorporation: Delaware
Location of principal office and records: 00000 Xxxx Xxxxxxx Xxxx
Xxxxxxxxxx, Xxxxxxxx
Qualified/not qualified to do business in Kentucky: Not qualified
Locations of operations: Xxxxxxx and Vermilion Counties, Illinois
Qualified to do business in: Illinois
Any name, other than name of Corporation, used for conducting business
in the last five (5) years:
17. RES-CARE OKLAHOMA, INC.
State of incorporation: Delaware
Location of principal office and records: 00000 Xxxx Xxxxxxx Xxxx
Xxxxxxxxxx, Xxxxxxxx
Qualified/not qualified to do business in Kentucky: Not qualified
Locations of operations: Tulsa, Oklahoma City, Oklahoma
Qualified to do business in: Oklahoma
Any name, other than name of Corporation, used for conducting business
in the last five (5) years:
38
18. RES-CARE TENNESSEE, INC.
State of incorporation: Delaware
Location of principal office and records: 00000 Xxxx Xxxxxxx Xxxx
Xxxxxxxxxx, Xxxxxxxx
Qualified/not qualified to do business in Kentucky: Not qualified
Locations of operations: Nashville, TN
Qualified to do business in: Tennessee
Any name, other than name of Corporation, used for conducting business
in the last five (5) years:
19. RES-CARE TRAINING TECHNOLOGIES, INC.
State of incorporation: Delaware
Location of principal office and records: 00000 Xxxx Xxxxxxx Xxxx
Xxxxxxxxxx, Xxxxxxxx
Qualified/not qualified to do business in Kentucky: Qualified
Location of registered agent in Kentucky: Louisville
Locations of operations: Louisville
Qualified to do business in: Kentucky only
Any name, other than name of Corporation, used for conducting business
in the last five (5) years:
20. YOUTHTRACK, INC.
State of incorporation: Delaware
Location of principal office and records: 00000 Xxxx Xxxxxxx Xxxx
Xxxxxxxxx, Xxxxxxxx
Qualified/not qualified to do business in Kentucky: Qualified
Locations of operations: Arapahoe, Denver, Mesa, El Paso, Jefferson
Counties, Colorado
Qualified to do business in: Colorado, Kentucky and Puerto Rico
Any name, other than name of Corporation, used for conducting business
in the last five (5) years:
21. RES-CARE PREMIER, INC.
State of incorporation: Delaware
Location of principal office and records: 00000 Xxxx Xxxxxxx Xxxx
Xxxxxxxxxx, Xxxxxxxx
Qualified/not qualified to do business in Kentucky: Not qualified
Locations of operations: None
Qualified to do business in: Massachusetts
Any name, other than name of Corporation, used for conducting business
in the last five (5) years:
22. RES-CARE NEW JERSEY, INC.
State of incorporation: Delaware
Location of principal office and records: 00000 Xxxx Xxxxxxx Xxxx
Xxxxxxxxxx, Xxxxxxxx
Qualified/not qualified to do business in Kentucky: Not qualified
Locations of operations: None yet
Qualified to do business in: New Jersey
Any name, other than name of Corporation, used for conducting business
in the last five (5) years:
39
23. COMMUNITY ALTERNATIVES KENTUCKY, INC.
State of incorporation: Delaware
Location of principal office and records: 00000 Xxxx Xxxxxxx Xxxx
Xxxxxxxxxx, Xxxxxxxx
Qualified/not qualified to do business in Kentucky: Qualified
Locations of operations: None yet
Qualified to do business in: No other states
Any name, other than name of Corporation, used for conducting business
in the last five (5) years:
24. ALTERNATIVE YOUTH SERVICES, INC.
State of incorporation: Delaware
Location of principal office and records: 00000 Xxxx Xxxxxxx Xxxx
Xxxxxxxxxx, Xxxxxxxx
Qualified/not qualified to do business in Kentucky: Qualified
Locations of operations: None yet
Qualified to do business in: Georgia, Ohio and Tennessee
Any name, other than name of Corporation, used for conducting business
in the last five (5) years:
25. COMMUNITY ALTERNATIVES VIRGINIA, INC.
State of incorporation: Delaware
Location of principal office and records: 00000 Xxxx Xxxxxxx Xxxx
Xxxxxxxxxx, Xxxxxxxx
Qualified/not qualified to do business in Kentucky: Not qualified
Locations of operations: None yet
Qualified to do business in: Virginia
Any name, other than name of Corporation, used for conducting business
in the last five (5) years:
26. RSCR WEST VIRGINIA, INC.
State of incorporation: Delaware
Location of principal office and records: 00000 Xxxx Xxxxxxx Xxxx
Xxxxxxxxxx, Xxxxxxxx
Qualified/not qualified to do business in Kentucky: Not qualified
Locations of operations: West Virginia
Qualified to do business in: West Virginia
Any name, other than name of Corporation, used for conducting business
in the last five (5) years:
27. COMMUNITY ALTERNATIVES MISSOURI, INC. F/K/A RAIMENT, INC.
State of incorporation: Missouri
Location of principal office and records: 00000 Xxxx Xxxxxxx Xxxx
Xxxxxxxxxx, Xxxxxxxx
Qualified/not qualified to do business in Kentucky: Not qualified
Locations of operations: Missouri
Qualified to do business in: N/A
Any name, other than name of Corporation, used for conducting business
in the last five (5) years: Raiment, Inc.
28. RES-CARE AVIATION, INC.
40
State of incorporation: Kentucky
Location of principal office and records: 00000 Xxxx Xxxxxxx Xxxx
Xxxxxxxxxx, Xxxxxxxx
Qualified/not qualified to do business in Kentucky: N/A
Locations of operations: Kentucky
Qualified to do business in: N/A
Any name, other than name of Corporation, used for conducting business
in the last five (5) years:
29. COMMUNICATIONS NETWORK CONSULTANTS, INC.
State of incorporation: Rhode Island
Location of principal office and records: 00000 Xxxx Xxxxxxx Xxxx
Xxxxxxxxxx, Xxxxxxxx
Qualified/not qualified to do business in Kentucky: N/A
Locations of operations: North Carolina
Qualified to do business in: North Carolina
Any name, other than name of Corporation, used for conducting business
in the last five (5) years:
30. THE ACADEMY FOR INDIVIDUAL EXCELLENCE, INC.
State of incorporation: Delaware
Location of principal office and records: 00000 Xxxx Xxxxxxx Xxxx
Xxxxxxxxxx, Xxxxxxxx
Qualified/not qualified to do business in Kentucky: Qualified
Locations of operations: Kentucky
Qualified to do business in: No other state
Any name, other than name of Corporation, used for conducting business
in the last five (5) years:
31. RES-CARE OTHER OPTIONS, INC.
State of incorporation: Delaware
Location of principal office and records: 00000 Xxxx Xxxxxxx Xxxx
Xxxxxxxxxx, Xxxxxxxx
Qualified/not qualified to do business in Kentucky: Not qualified
Locations of operations: Pennsylvania, North Carolina, Oregon
Qualified to do business in: N/A
Any name, other than name of Corporation, used for conducting business
in the last five (5) years:
THE FOLLOWING ARE NEW BORROWERS JOINING IN THE LOAN DOCUMENTS EFFECTIVE WITH THE
THIRD AMENDMENT TO LOAN DOCUMENTS.
32. SOUTHERN HOME CARE SERVICES, INC., D/B/A ELDERCARE
State of incorporation: Georgia
Location of principal office and records: 00000 Xxxx Xxxxxxx Xxxx
Xxxxxxxxxx, Xxxxxxxx
Qualified/not qualified to do business in Kentucky: Not qualified
Locations of operations: Georgia, South Carolina
Qualified to do business in (other than state of incorporation): None
41
Any name, other than name of Corporation, used for conducting business
in the last five (5) years:
UCC filing locations: (i) Kentucky Secretary of State, (ii) Georgia
Secretary of State, (iii) South Carolina Secretary of State
33. GENERAL HEALTH CORPORATION, D/B/A ARIZONA YOUTH ASSOCIATES, INC.
State of incorporation: Arizona
Location of principal office and records: 00000 Xxxx Xxxxxxx Xxxx
Xxxxxxxxxx, Xxxxxxxx
Qualified/not qualified to do business in Kentucky: Not qualified
Locations of operations: Arizona
Qualified to do business in (other than state of incorporation): None
42
Any name, other than name of Corporation, used for conducting business
in the last five (5) years:
UCC filing locations: (i) Kentucky Secretary of State, (ii) Arizona
Secretary of State
34. BALD EAGLE ENTERPRISES, INC.
State of incorporation: Missouri
Location of principal office and records: 00000 Xxxx Xxxxxxx Xxxx
Xxxxxxxxxx, Xxxxxxxx
Qualified/not qualified to do business in Kentucky: Not qualified
Locations of operations: Missouri
Qualified to do business in (other than state of incorporation): None
Any name, other than name of Corporation, used for conducting business
in the last five (5) years:
UCC filing locations: (i) Kentucky Secretary of State, (ii) Missouri
Secretary of State
35. XXXXXXXX GROUP HOMES, INC.
State of incorporation: Missouri
Location of principal office and records: 00000 Xxxx Xxxxxxx Xxxx
Xxxxxxxxxx, Xxxxxxxx
Qualified/not qualified to do business in Kentucky: Not qualified
Locations of operations: Missouri
Qualified to do business in (other than state of incorporation): None
Any name, other than name of Corporation, used for conducting business
in the last five (5) years:
UCC filing locations: (i) Kentucky Secretary of State, (ii) Missouri
Secretary of State
36. CREATIVE NETWORKS, LLC
State of formation: Arizona
Location of principal office and records: 00000 Xxxx Xxxxxxx Xxxx
Xxxxxxxxxx, Xxxxxxxx
Qualified/not qualified to do business in Kentucky: Not qualified
Locations of operations: Arizona
Qualified to do business in (other than state of incorporation): None
Any name, other than name of Corporation, used for conducting business
in the last five (5) years:
UCC filing locations: (i) Kentucky Secretary of State, (ii) Arizona
Secretary of State
37. NORMAL LIFE, INC.
State of incorporation: Kentucky
Location of principal office and records: 00000 Xxxx Xxxxxxx Xxxx
Xxxxxxxxxx, Xxxxxxxx
Qualified/not qualified to do business in Kentucky: N/A, Kentucky
corporation
Locations of operations:
Qualified to do business in (other than state of incorporation): None
Any name, other than name of Corporation, used for conducting business
in the last five (5) years:
UCC filing locations: (i) Jefferson County, Kentucky
43
38. NORMAL LIFE OF SOUTHERN INDIANA, INC.
State of incorporation: Indiana
Location of principal office and records: 00000 Xxxx Xxxxxxx Xxxx
Xxxxxxxxxx, Xxxxxxxx
Qualified/not qualified to do business in Kentucky: Not qualified
Locations of operations: Vanderburgh County, Indiana
Qualified to do business in (other than state of incorporation): None
Any name, other than name of Corporation, used for conducting business
in the last five (5) years:
UCC filing locations: (i) Kentucky Secretary of State,
(ii) Indiana Secretary of State, (iii) Vanderburgh County, Indiana
39. NORMAL LIFE OF CENTRAL INDIANA, INC.
State of incorporation: Indiana
Location of principal office and records: 00000 Xxxx Xxxxxxx Xxxx
Xxxxxxxxxx, Xxxxxxxx
Qualified/not qualified to do business in Kentucky: Not qualified
Locations of operations: Vigo County, Indiana, Xxxxxxxx County, Indiana
Qualified to do business in (other than state of incorporation): None
Any name, other than name of Corporation, used for conducting business
in the last five (5) years:
UCC filing locations: (i) Kentucky Secretary of State,
(ii) Indiana Secretary of State, (iii) Vigo County, Indiana,
(iv) Xxxxxxxx County, Indiana
40. NORMAL LIFE OF LOUISIANA, INC.
State of incorporation: Louisiana
Location of principal office and records: 00000 Xxxx Xxxxxxx Xxxx
Xxxxxxxxxx, Xxxxxxxx
Qualified/not qualified to do business in Kentucky: Not qualified
Locations of operations: Xxxxxxxxx Xxxxxx, Louisiana Qualified to do
business in (other than state of incorporation): None
Any name, other than name of Corporation, used for conducting business
in the last five (5) years:
UCC filing locations: (i) Kentucky Secretary of State,
(ii) Xxxxxxxxx Xxxxxx, Louisiana
41. NORMAL LIFE OF LAFAYETTE, INC.
State of incorporation: Louisiana
Location of principal office and records: 00000 Xxxx Xxxxxxx Xxxx
Xxxxxxxxxx, Xxxxxxxx
Qualified/not qualified to do business in Kentucky: Not qualified
Locations of operations: Lafayette Parish, Louisiana Qualified to do
business in (other than state of incorporation): None
Any name, other than name of Corporation, used for conducting business
in the last five (5) years:
UCC filing locations: (i) Kentucky Secretary of State,
(ii) Xxxxxxxxx Xxxxxx, Xxxxxxxxx
00. NORMAL LIFE OF LAKE XXXXXXX, INC.
44
State of incorporation: Louisiana
Location of principal office and records: 00000 Xxxx Xxxxxxx Xxxx
Xxxxxxxxxx, Xxxxxxxx
Qualified/not qualified to do business in Kentucky: Not qualified
Locations of operations: Calcasieu Parish, Louisiana
Qualified to do business in (other than state of incorporation): None
Any name, other than name of Corporation, used for conducting business
in the last five (5) years:
UCC filing locations: (i) Kentucky Secretary of State,
(ii) Calcasieu Parish, Louisiana
43. NORMAL LIFE OF FLORIDA, INC.
State of incorporation: Florida
Location of principal office and records: 00000 Xxxx Xxxxxxx Xxxx
Xxxxxxxxxx, Xxxxxxxx
Qualified/not qualified to do business in Kentucky: Not qualified
Locations of operations: Pinellas County, Florida, Hillsborough County,
Florida Qualified to do business in (other than state of
incorporation): None
Any name, other than name of Corporation, used for conducting business
in the last five (5) years:
UCC filing locations: (i) Kentucky Secretary of State,
(ii) Florida Secretary of State, (iii) Pinellas County, Florida,
(iv) Hillsborough County, Florida
44. NORMAL LIFE OF KENTUCKY, INC.
State of incorporation: Kentucky
Location of principal office and records: 00000 Xxxx Xxxxxxx Xxxx
Xxxxxxxxxx, Xxxxxxxx
Qualified/not qualified to do business in Kentucky: N/A, Kentucky
corporation Locations of operations:
Qualified to do business in (other than state of incorporation): None
Any name, other than name of Corporation, used for conducting business
in the last five (5) years:
UCC filing locations: (i) Jefferson County, Kentucky
45. NORMAL LIFE OF NORTH TEXAS, INC.
State of incorporation: Texas
Location of principal office and records: 00000 Xxxx Xxxxxxx Xxxx
Xxxxxxxxxx, Xxxxxxxx
Qualified/not qualified to do business in Kentucky: Not qualified
Locations of operations: ________ County, Texas
Qualified to do business in (other than state of incorporation): None
Any name, other than name of Corporation, used for conducting business
in the last five (5) years:
UCC filing locations: (i) Kentucky Secretary of State,
(ii) Texas Secretary of State
46. NORMAL LIFE OF NEW MEXICO, INC.
State of incorporation: New Mexico
Location of principal office and records: 00000 Xxxx Xxxxxxx Xxxx
Xxxxxxxxxx, Xxxxxxxx
Qualified/not qualified to do business in Kentucky: Not qualified
Locations of operations: ________ County, New Mexico
45
Qualified to do business in (other than state of incorporation): None
Any name, other than name of Corporation, used for conducting business
in the last five (5) years:
UCC filing locations: (i) Kentucky Secretary of State,
(ii) New Mexico Secretary of State
47. NORMAL LIFE OF TENNESSEE, INC.
State of incorporation: Tennessee
Location of principal office and records: 00000 Xxxx Xxxxxxx Xxxx
Xxxxxxxxxx, Xxxxxxxx
Qualified/not qualified to do business in Kentucky: Not qualified
Locations of operations: ________ County, Tennessee
Qualified to do business in (other than state of incorporation): None
Any name, other than name of Corporation, used for conducting business
in the last five (5) years:
UCC filing locations: (i) Kentucky Secretary of State,
(ii) Tennessee Secretary of State
48. CAREERS IN PROGRESS, INC.
State of incorporation: Louisiana
Location of principal office and records: 00000 Xxxx Xxxxxxx Xxxx
Xxxxxxxxxx, Xxxxxxxx
Qualified/not qualified to do business in Kentucky: Not qualified
Locations of operations: Xxxxxxxxx Xxxxxx, Louisiana
Qualified to do business in (other than state of incorporation): None
Any name, other than name of Corporation, used for conducting business
in the last five (5) years:
UCC filing locations: (i) Kentucky Secretary of State,
(ii) Xxxxxxxxx Xxxxxx, Louisiana
49. NORMAL LIFE FAMILY SERVICES, INC.
State of incorporation: Louisiana
Location of principal office and records: 00000 Xxxx Xxxxxxx Xxxx
Xxxxxxxxxx, Xxxxxxxx
Qualified/not qualified to do business in Kentucky: Not qualified
Locations of operations: Xxxxxxxxx Xxxxxx, Louisiana
Qualified to do business in (other than state of incorporation): None
Any name, other than name of Corporation, used for conducting business
in the last five (5) years:
UCC filing locations: (i) Kentucky Secretary of State,
(ii) Xxxxxxxxx Xxxxxx, Louisiana
50. NORMAL LIFE OF INDIANA, a general partnership
State of formation: Indiana
Location of principal office and records: 00000 Xxxx Xxxxxxx Xxxx
Xxxxxxxxxx, Xxxxxxxx
Qualified/not qualified to do business in Kentucky: Not qualified
Locations of operations: (i) Vanderburgh County, Indiana,
(ii) Vigo County, Indiana and (iii) Xxxxxxxx County, Indiana
Qualified to do business in (other than state of incorporation): None
46
Any name, other than name of Corporation, used for conducting business
in the last five (5) years:
UCC filing locations: (i) Kentucky Secretary of State,
(ii) Indiana Secretary of State, (iii) Vanderburgh County, Indiana,
(iv) Vigo County, Indiana and (v) Xxxxxxxx County, Indiana
51. NORMAL LIFE OF CALIFORNIA, INC.
State of incorporation: California
Location of principal office and records: 00000 Xxxx Xxxxxxx Xxxx
Xxxxxxxxxx, Xxxxxxxx
Qualified/not qualified to do business in Kentucky: Not qualified
Locations of operations: ________ County, California
Qualified to do business in (other than state of incorporation): None
Any name, other than name of Corporation, used for conducting business
in the last five (5) years:
UCC filing locations: (i) Kentucky Secretary of State,
(ii) California Secretary of State
52. NORMAL LIFE OF GEORGIA, INC.
State of incorporation: Georgia
Location of principal office and records: 00000 Xxxx Xxxxxxx Xxxx
Xxxxxxxxxx, Xxxxxxxx
Qualified/not qualified to do business in Kentucky: Not qualified
Locations of operations: Xxxxxx County, Georgia Qualified to do
business in (other than state of incorporation): None
Any name, other than name of Corporation, used for conducting business
in the last five (5) years:
UCC filing locations: (i) Kentucky Secretary of State,
(ii) Georgia Secretary of State, (iii) Xxxxxx County, Georgia
53. NORMAL LIFE MANAGEMENT, INC.
State of incorporation: Kentucky
Location of principal office and records: 00000 Xxxx Xxxxxxx Xxxx
Xxxxxxxxxx, Xxxxxxxx
Qualified/not qualified to do business in Kentucky: N/A, Kentucky
corporation
Locations of operations:
Qualified to do business in (other than state of incorporation): None
Any name, other than name of Corporation, used for conducting business
in the last five (5) years:
UCC filing locations: (i) Jefferson County, Kentucky
54. NL OF DELAWARE, INC.
State of incorporation: Delaware
Location of principal office and records: 00000 Xxxx Xxxxxxx Xxxx
Xxxxxxxxxx, Xxxxxxxx
Qualified/not qualified to do business in Kentucky: Not qualified
Qualified to do business in (other than state of incorporation): None
Any name, other than name of Corporation, used for conducting business
in the last five (5) years:
47
UCC filing locations: (i) Kentucky Secretary of State,
(ii) Delaware Secretary of State
55. NORMAL LIFE OF OHIO, INC.
State of incorporation: Ohio
Location of principal office and records: 00000 Xxxx Xxxxxxx Xxxx
Xxxxxxxxxx, Xxxxxxxx Qualified/not qualified to do business in
Kentucky: Not qualified
Locations of operations: Cuyahoga County, Ohio
Qualified to do business in (other than state of incorporation): None
Any name, other than name of Corporation, used for conducting business
in the last five (5) years:
UCC filing locations: (i) Kentucky Secretary of State,
(ii) Ohio Secretary of State, (iii) Cuyahoga County, Ohio
56. BOLIVAR DEVELOPMENTAL TRAINING CENTER, INC.
State of incorporation: Missouri
Location of principal office and records: 00000 Xxxx Xxxxxxx Xxxx
Xxxxxxxxxx, Xxxxxxxx
Qualified/not qualified to do business in Kentucky: Not qualified
Locations of operations: Polk County, Missouri
Qualified to do business in (other than state of incorporation): None
Any name, other than name of Corporation, used for conducting business
in the last five (5) years: N/A
UCC filing locations: (i) Kentucky Secretary of State; (ii) Missouri
Secretary of State; and (iii) Clerk of Polk County, Missouri
57. HYDESBURG ESTATES, INC.
State of incorporation: Missouri
Location of principal office and records: 00000 Xxxx Xxxxxxx Xxxx
Xxxxxxxxxx, Xxxxxxxx
Qualified/not qualified to do business in Kentucky: Not qualified
Locations of operations: Xxxxxx County, Missouri
Qualified to do business in (other than state of incorporation): None
Any name, other than name of Corporation, used for conducting business
in the last five (5) years: N/A
UCC filing locations: (i) Kentucky Secretary of State; (ii) Missouri
Secretary of State; and (iii) Clerk of Xxxxxx County, Missouri
58. OAKWOOD SUITES OF BOLIVAR, INC.
State of incorporation: Missouri
Location of principal office and records: 00000 Xxxx Xxxxxxx Xxxx
Xxxxxxxxxx, Xxxxxxxx
Qualified/not qualified to do business in Kentucky: Not qualified
Locations of operations: Xxxxxx County, Missouri
Qualified to do business in (other than state of incorporation): None
Any name, other than name of Corporation, used for conducting business
in the last five (5) years: N/A
UCC filing locations: (i) Kentucky Secretary of State; (ii) Missouri
Secretary of State; and (iii) Clerk of Xxxxxx County, Missouri
48
59. XXXXXXX ESTATES, INC.
State of incorporation: Missouri
Location of principal office and records: 00000 Xxxx Xxxxxxx Xxxx
Xxxxxxxxxx, Xxxxxxxx
Qualified/not qualified to do business in Kentucky: Not qualified
Locations of operations: Xxxxxx County, Missouri
Qualified to do business in (other than state of incorporation): None
Any name, other than name of Corporation, used for conducting business
in the last five (5) years: N/A
UCC filing locations: (i) Kentucky Secretary of State; (ii) Missouri
Secretary of State; and (iii) Clerk of Xxxxxx County, Missouri
60. BOLIVAR ESTATES, INC.
State of incorporation: Missouri
Location of principal office and records: 00000 Xxxx Xxxxxxx Xxxx
Xxxxxxxxxx, Xxxxxxxx
Qualified/not qualified to do business in Kentucky: Not qualified
Locations of operations: Polk County, Missouri
Qualified to do business in (other than state of incorporation): None
Any name, other than name of Corporation, used for conducting business
in the last five (5) years: N/A
UCC filing locations: (i) Kentucky Secretary of State; (ii) Missouri
Secretary of State; and (iii) Clerk of Polk County, Missouri
61. SKYVIEW ESTATES, INC.
State of incorporation: Missouri
Location of principal office and records: 00000 Xxxx Xxxxxxx Xxxx
Xxxxxxxxxx, Xxxxxxxx
Qualified/not qualified to do business in Kentucky: Not qualified
Locations of operations: Xxxxxx County, Missouri
Qualified to do business in (other than state of incorporation): None
Any name, other than name of Corporation, used for conducting business
in the last five (5) years: N/A
UCC filing locations: (i) Kentucky Secretary of State; (ii) Missouri
Secretary of State; and (iii) Clerk of Xxxxxx County, Missouri
62. RIVER BLUFF ESTATES, INC.
State of incorporation: Missouri
Location of principal office and records: 00000 Xxxx Xxxxxxx Xxxx
Xxxxxxxxxx, Xxxxxxxx
Qualified/not qualified to do business in Kentucky: Not qualified
Locations of operations: Polk County, Missouri
Qualified to do business in (other than state of incorporation): None
Any name, other than name of Corporation, used for conducting business
in the last five (5) years: N/A
UCC filing locations: (i) Kentucky Secretary of State; (ii) Missouri
Secretary of State; and (iii) Clerk of Polk County, Missouri
49
63. MEADOW LANE ESTATES, INC.
State of incorporation: Missouri
Location of principal office and records: 00000 Xxxx Xxxxxxx Xxxx
Xxxxxxxxxx, Xxxxxxxx
Qualified/not qualified to do business in Kentucky: Not qualified
Locations of operations: Xxxxx County, Missouri
Qualified to do business in (other than state of incorporation): None
Any name, other than name of Corporation, used for conducting business
in the last five (5) years: N/A
UCC filing locations: (i) Kentucky Secretary of State; (ii) Missouri
Secretary of State; and (iii) Clerk of Xxxxx County, Missouri
64. EBENEZER ESTATES, INC.
State of incorporation: Missouri
Location of principal office and records: 00000 Xxxx Xxxxxxx Xxxx
Xxxxxxxxxx, Xxxxxxxx
Qualified/not qualified to do business in Kentucky: Not qualified
Locations of operations: Xxxxxx County, Missouri
Qualified to do business in (other than state of incorporation): None
Any name, other than name of Corporation, used for conducting business
in the last five (5) years: N/A
UCC filing locations: (i) Kentucky Secretary of State; (ii) Missouri
Secretary of State; and (iii) Clerk of Xxxxxx County, Missouri
65. HILLSIDE ESTATES, INC.
State of incorporation: Missouri
Location of principal office and records: 00000 Xxxx Xxxxxxx Xxxx
Xxxxxxxxxx, Xxxxxxxx
Qualified/not qualified to do business in Kentucky: Not qualified
Locations of operations: Polk County, Missouri
Qualified to do business in (other than state of incorporation): None
Any name, other than name of Corporation, used for conducting business
in the last five (5) years: N/A
UCC filing locations: (i) Kentucky Secretary of State; (ii) Missouri
Secretary of State and (iii) Clerk of Polk County, Missouri
66. PEBBLE CREEK ESTATES, INC.
State of incorporation: Missouri
Location of principal office and records: 00000 Xxxx Xxxxxxx Xxxx
Xxxxxxxxxx, Xxxxxxxx
Qualified/not qualified to do business in Kentucky: Not qualified
Locations of operations: Polk County, Missouri
Qualified to do business in (other than state of incorporation): None
Any name, other than name of Corporation, used for conducting business
in the last five (5) years: N/A
UCC filing locations: (i) Kentucky Secretary of State; (ii) Missouri
Secretary of State; (iii) Clerk of Polk County, Missouri
67. FORT XXXXX ESTATES, INC.
50
State of incorporation: Missouri
Location of principal office and records: 00000 Xxxx Xxxxxxx Xxxx
Xxxxxxxxxx, Xxxxxxxx
Qualified/not qualified to do business in Kentucky: Not qualified
Locations of operations: Xxxxx County, Missouri
Qualified to do business in (other than state of incorporation): None
Any name, other than name of Corporation, used for conducting business
in the last five (5) years: N/A
UCC filing locations: (i) Kentucky Secretary of State; (ii) Missouri
Secretary of State; and (iii) Clerk of Xxxxx County, Missouri
68. SHA-REE ESTATES, INC.
State of incorporation: Missouri
Location of principal office and records: 00000 Xxxx Xxxxxxx Xxxx
Xxxxxxxxxx, Xxxxxxxx
Qualified/not qualified to do business in Kentucky: Not qualified
Locations of operations: Polk County, Missouri
Qualified to do business in (other than state of incorporation): None
Any name, other than name of Corporation, used for conducting business
in the last five (5) years: N/A
UCC filing locations: (i) Kentucky Secretary of State; (ii) Missouri
Secretary of State; and (iii) Clerk of Polk County, Missouri
69. XXXXX MANAGEMENT, INC.
State of incorporation: Missouri
Location of principal office and records: 00000 Xxxx Xxxxxxx Xxxx
Xxxxxxxxxx, Xxxxxxxx
Qualified/not qualified to do business in Kentucky: Not qualified
Locations of operations: Polk County, Missouri Qualified to do business
in (other than state of incorporation): None
Any name, other than name of Corporation, used for conducting business
in the last five (5) years: N/A
UCC filing locations: (i) Kentucky Secretary of State; (ii) Missouri
Secretary of State; and (iii) Clerk of Polk County, Missouri
70. MISSOURI PROGRESSIVE SERVICES, INC.
State of incorporation: Missouri
Location of principal office and records: 00000 Xxxx Xxxxxxx Xxxx
Xxxxxxxxxx, Xxxxxxxx
Qualified/not qualified to do business in Kentucky: Not qualified
Locations of operations: Polk County, Missouri
Qualified to do business in (other than state of incorporation): None
Any name, other than name of Corporation, used for conducting business
in the last five (5) years: N/A
UCC filing locations: (i) Kentucky Secretary of State; (ii) Missouri
Secretary of State; and (iii) Clerk of Polk County, Missouri
71. OAKVIEW ESTATES OF BOLIVAR, INC.
State of incorporation: Missouri
Location of principal office and records: 00000 Xxxx Xxxxxxx Xxxx
Xxxxxxxxxx, Xxxxxxxx
51
Qualified/not qualified to do business in Kentucky: Not qualified
Locations of operations: Xxxxxx County, Missouri
Qualified to do business in (other than state of incorporation): None
Any name, other than name of Corporation, used for conducting business
in the last five (5) years: N/A
UCC filing locations: (i) Kentucky Secretary of State; (ii) Missouri
Secretary of State; and (iii) Clerk of Xxxxxx County, Missouri
72. UPWARD BOUND, INC.
State of incorporation: Missouri
Location of principal office and records: 00000 Xxxx Xxxxxxx Xxxx
Xxxxxxxxxx, Xxxxxxxx
Qualified/not qualified to do business in Kentucky: Not qualified
Locations of operations: Xxxxxx and Xxxx County, Missouri Qualified to
do business in (other than state of incorporation): None
Any name, other than name of Corporation, used for conducting business
in the last five (5) years: N/A
UCC filing locations: (i) Kentucky Secretary of State; (ii) Missouri
Secretary of State; and (iii) Clerk of Xxxxxx County, Missouri
73. INDIVIDUALIZED SUPPORTED LIVING, INC.
State of incorporation: Missouri
Location of principal office and records: 00000 Xxxx Xxxxxxx Xxxx
Xxxxxxxxxx, Xxxxxxxx
Qualified/not qualified to do business in Kentucky: Not qualified
Locations of operations: Marion, Adair, Polk & Xxxxxx County, Missouri
Qualified to do business in (other than state of incorporation): None
Any name, other than name of Corporation, used for conducting business
in the last five (5) years: N/A
UCC filing locations: (i) Kentucky Secretary of State; (ii) Missouri
Secretary of State; (iii) Clerk of Xxxxxx County
THE FOLLOWING ARE CONSOLIDATED SUBSIDIARIES THAT ARE NOT BORROWERS.
1. Biscayne Bay Transitional Living Center Limited Partnership
2. Community Alternatives Illinois, Inc.
3. Premier Rehabilitation Centers of Florida, Inc.
4. Alternative Xxxxxxx, Xxx.
52
EXHIBIT A
Exhibit A
to Stock Pledge Agreement
between Res-Care, Inc.
and
PNC Bank, National Association,
as Administrative Bank
----------------------
I. PLEDGED SHARES ALREADY DELIVERED TO ADMINISTRATIVE BANK
Number
Certificate of
Consolidated Subsidiary Number Shares Owned By
----------------------- ------ ------ --------
Community Alternatives Indiana, Inc. 1 1,000 Res-Care, Inc.
Community Alternatives Nebraska, Inc. 1 1,000 Res-Care, Inc.
Community Advantage, Inc. 1 1,000 Res-Care, Inc.
Texas Home Management, Inc. 1 1,000 Res-Care, Inc.
Capital TX Investments, Inc. 1 1,000 Res-Care, Inc.
THM Homes, Inc. 1 1,000 Res-Care, Inc.
Res-Care New Mexico, Inc. 1 1,000 Res-Care, Inc.
Res-Care Ohio, Inc. 1 1,000 Res-Care, Inc.
Community Alternatives of Texas, Inc. 1 1,000 Res-Care, Inc.
CATX Properties, Inc. 1 1,000 Res-Care, Inc.
Res-Care California, Inc. 1 1,000 Res-Care, Inc.
Res-Care Florida, Inc. 1 1,000 Res-Care, Inc.
RSCR California, Inc. 1 1,000 Res-Care, Inc.
Res-Care Kansas, Inc. 1 1,000 Res-Care, Inc.
Res-Care Illinois, Inc. 1 1,000 Res-Care, Inc.
RSCR Texas, Inc. 1 1,000 Res-Care, Inc.
Res-Care Oklahoma, Inc. 1 1,000 Res-Care, Inc.
Res-Care Tennessee, Inc. 1 1,000 Res-Care, Inc.
X-0
00
Xxx-Xxxx Training Technologies, Inc. 1 1,000 Res-Care, Inc.
Youthtrack, Inc. 1 800 Res-Care, Inc.
Res-Care Premier, Inc. 1 1,000 Res-Care, Inc.
Res-Care New Jersey, Inc. 1 1,000 Res-Care, Inc.
Community Alternatives Kentucky, Inc. 1 1,000 Res-Care, Inc.
Alternative Youth Services, Inc. 1 1,000 Res-Care, Inc.
Community Alternatives Virginia, Inc. 1 1,000 Res-Care, Inc.
RSCR West Virginia, Inc. 1 1,000 Res-Care, Inc.
Community Alternatives Missouri, Inc. f/k/a 1 500 Res-Care, Inc.
Raiment, Inc.
Res-Care Aviation, Inc. 1 1,000 Res-Care, Inc.
Communication Network Consultants, Inc. 1 100 Res-Care, Inc.
II. PLEDGED SHARES DELIVERED TO ADMINISTRATIVE BANK AT SECOND AMENDMENT CLOSING
DATE
The Academy for Individual Excellence, Inc. 1 1,000 Res-Care, Inc.
Res-Care Other Options, Inc. 1 1,000 Res-Care, Inc.
III. PLEDGED SHARES DELIVERED TO ADMINISTRATIVE BANK AS OF THIRD AMENDMENT CLOSING DATE
Southern Home Care Services, Inc. 2 1,543 Res-Care, Inc.
Normal Life, Inc. 97 906,833 Res-Care, Inc.
C-2
