1
Exhibit 10.1
1999A AMENDMENT TO LOAN INSTRUMENTS
This 1999A Amendment to Loan Instruments (this "Amendment" or the
"1999A Amendment"), is made and entered into as of the __ day of June, 1999, by
and among (i) PNC BANK, NATIONAL ASSOCIATION, in its capacity as the
administrative bank hereunder (in such capacity the "Administrative Bank"); (ii)
the Banks identified on SCHEDULE I hereto (all of such Banks are hereinafter
collectively referred to as the "Banks", and each is hereinafter individually
referred to as a "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 SCHEDULES II AND
IIA 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 the Administrative Bank and certain of the Banks credit
accommodations pursuant to a Loan Agreement dated as of December 23, 1996 (the
"1996 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 and the Administrative
Bank and certain of the Banks amended the 1996 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 certain New Borrowers as parties to the Loan
Instruments.
C. Res-Care and certain other Existing Borrowers and the Administrative
Bank and certain of the Banks further amended the 1996 Loan Agreement pursuant
to a Second Amendment to Loan 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 certain other New Borrowers as parties to the Loan Instruments.
D. Res-Care and certain other Existing Borrowers and the Administrative
Bank and
2
certain of the Banks further amended the 1996 Loan Agreement pursuant to a Third
Amendment to Loan Instruments dated as of March 12, 1998 (the "Third Amendment
to Loan Instruments"), providing for, among other things, the Existing Borrowers
to add certain New Borrowers and to make certain other amendments. The 1996 Loan
Agreement, as amended by the First Amendment to Loan Instruments, the Second
Amendment to Loan Instruments and the Third Amendment to Loan Instruments, is
referred to as the "Old Loan Agreement."
E. Res-Care and certain other Existing Borrowers and the Administrative
Bank and certain of the Banks amended and restated the Old Loan Agreement
pursuant to the 1998 Amended and Restated Loan Agreement dated as of June 30,
1998 (the "Loan Agreement"), providing for, among other things, (i) the increase
of the principal amount of the Original Revolving Credit Facility to One Hundred
Seventy Five Million Dollars ($175,000,000), (ii) the increase of the principal
amount of the Original Swing Line Credit Facility to Fifteen Million Dollars
($15,000,000), (iii) the creation of a new revolving credit facility in the
principal amount of Twenty Five Million Dollars ($25,000,000) with a 364-day
term, (iv) the amendment of certain financial covenants and (v) the addition of
certain New Borrowers as parties to the Loan Instruments. Each capitalized term
used herein, unless otherwise expressly defined herein, shall have the meaning
set forth in the Loan Agreement.
F. Res-Care has entered into an agreement to acquire all of the stock
of PeopleServe, Inc. PeopleServe provides residential, vocational and other
training, education, support and related programs and services (including
habilitation, rehabilitation and required medical services) to persons with
developmental and other neurological disabilities (including individuals with
mental retardation, dual diagnosis, acquired brain injury and other special
needs) in the following states: Delaware, Florida, Indiana, Maryland, Missouri,
Nevada, New Jersey, New Mexico, North Carolina, Ohio, Texas, West Virginia and
Washington, D.C.
G. Res-Care and the Existing Borrowers wish to amend the Loan Agreement
and the Loan Instruments to (i) amend certain financial covenants, (ii) to amend
the Pricing Levels, which are used in determining applicable interest rates and
fees and (iii) to make certain other amendments. The Administrative Bank and 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 as follows:
"1.27 "Cash Flow from Operations" means the sum of the amounts
for the
2
3
period in question of (i) Net Income, (ii) Interest Expense, (iii)
provisions for taxes based on income, (iv) depreciation, amortization
and other non-cash charges to Net Income, and (v) Operating
Lease/Rental Expense minus non-cash credits to Net Income, of the
Borrowers on a consolidated basis in accordance with GAAP, determined
as of the end of each month, for the previous 12 months. The Borrowers
may include in the calculation of "Cash Flow from Operations" the sum
of (i), (ii), (iii), (iv) and (v) for the 12 months preceding the date
of calculation for any entity that has been acquired in a Permitted
Business Combination; provided, however, that:
(a) until such time as section (b) below is
applicable, if the portion of the sum of (i), (ii), (iii),
(iv) and (v) that is based upon pre-acquisition unaudited
financial results of entities acquired in Permitted Business
Combinations (the "Pre-Acquisition Cash Flow from Operations")
equals or exceeds twenty five percent (25%) (the "Cash Flow
from Operations Limitation") of the total "Cash Flow from
Operations" of the Borrowers for the period being measured,
then the calculation of total "Cash Flow from Operations" may
include the portion of the Pre-Acquisition Cash Flow from
Operations that is equal to the Cash Flow from Operations
Limitation but must exclude the portion of Pre-Acquisition
Cash Flow from Operations that exceeds the Cash Flow from
Operations Limitation;
(b) if the calculation of "Cash Flow from
Operations" is performed at any time from the beginning of the
seventh month after the date of acquisition of an entity until
the end of the twelfth month following the acquisition, the
calculation with respect to such entity shall be based upon
the actual financial results of such entity for the period
occurring after the acquisition, annualized on a 12-month
basis;
(c) Net Income for purposes of the calculation of
Cash Flow from Operations shall not include any Net Income of
a Borrower derived from such Borrower's ownership of a Person
that is not a Consolidated Subsidiary except to the extent
such Borrower has received a distribution of such Net Income
from such Person; and
(d) Net Income for purposes of the calculation of
"Cash Flow from Operations" may include an adjustment, subject
to the approval of the Administrative Bank in its discretion
exercised reasonably, to increase Net Income by the amount of
certain extraordinary or non-recurring expenses as were
incurred by entities acquired in Permitted Business
Combinations during the 12 months preceding the date of
calculation, to the extent that the Borrowers have
demonstrated to the reasonable satisfaction of the
Administrative Bank that such extraordinary or non-recurring
expenses will not continue during the period after the
acquisition.
1.53 "Existing Borrowers" means any and all Borrowers
party to the Loan Agreement as of June 30, 1998, but does not
currently include the entities
3
4
listed on SCHEDULE IIB attached to the 1999A Amendment.
1.60 "Fixed Charge Coverage Ratio" means, as of any
Date of Determination thereof, the ratio of (i) the Borrowers'
Cash Flow from Operations to (ii) the sum of the Borrowers'
Interest Expense, Operating Lease/Rental Expense and Current
Maturities of Long Term Debt.
1.74 "Letter of Credit Subfacility" means the
commitment of PNC, to issue Letters of Credit for the account
for Res-Care or a Subsidiary up to an aggregate amount at any
one time outstanding of Twenty Five Million Dollars
($25,000,000). The Letter of Credit Subfacility is a sublimit
of Revolving Credit Facility A.
1.85 "New Borrowers" means certain Subsidiaries
created or acquired since June 30, 1998, specifically
identified as all of the entities on SCHEDULE IIA attached to
the 1999A Amendment.
1.96 "Pricing Level I" means the Pricing Level that
will be in effect for the applicable Pricing Period if, as at
the relevant Date of Determination, the ratio of the
Borrowers' Adjusted Indebtedness as measured on such Date of
Determination, to the Borrowers' Cash Flow from Operations as
measured on such Date of Determination, is less than 2.50 to
1.00.
1.97 "Pricing Level II" means the Pricing Level that
will be in effect for the applicable Pricing Period if, as at
the relevant Date of Determination, the ratio of the
Borrowers' Adjusted Indebtedness as measured on such Date of
Determination, to the Borrowers' Cash Flow from Operations as
measured on such Date of Determination, is equal to or greater
than 2.50 to 1.00, but is less than 3.00 to 1.00.
1.98 "Pricing Level III" means the Pricing Level that
will be in effect for the applicable Pricing Period if, as at
the relevant Date of Determination, the ratio of the
Borrowers' Adjusted Indebtedness as measured on such Date of
Determination, to the Borrowers' Cash Flow from Operations as
measured on such Date of Determination, is equal to or greater
than 3.00 to 1.00, but is less than 3.50 to 1.00.
1.99 "Pricing Level IV" means the Pricing Level that
will be in effect for the applicable Pricing Period if, as of
the relevant Date of Determination, the ratio of the
Borrowers' Adjusted Indebtedness as measured on such Date of
Determination, to the Borrowers' Cash Flow from Operations as
measured on such Date of Determination, is equal to or greater
than 3.50 to 1.00, but less than 4.00 to 1.00.
1.100 "Pricing Level V" means the Pricing Level that
will be in effect
4
5
for the applicable Pricing Period if, as of the relevant Date
of Determination, the Borrowers' Adjusted Indebtedness as
measured on such Date of Determination, to the Borrowers' Cash
Flow from Operations as measured on such Date of
Determination, is equal to or greater than 4.00 to 1.00, but
less than 4.50 to 1.00.
1.101 "Pricing Level VI" means the Pricing Level that
will be in effect for the applicable Pricing Period if, as of
the relevant Date of Determination, the Borrowers' Adjusted
Indebtedness as measured on such Date of Determination, to the
Borrowers' Cash Flow from Operations as measured on such Date
of Determination, is equal to or greater than 4.50 to 1.00,
but less than 5.00 to 1.00.
1.102 "Pricing Level VII" means the Pricing Level
that will be in effect for the applicable Pricing Period if,
as of the relevant Date of Determination, the Borrowers'
Adjusted Indebtedness as measured on such Date of
Determination, to the Borrowers' Cash Flow from Operations as
measured on such Date of Determination, is equal to or greater
than 5.00 to 1.00."
The following definitions and provisions are hereby added to Section 1 of the
Loan Agreement as follows:
"1.147 "1999A Amendment" means the 1999A Amendment to
Loan Instruments made and entered into as of June __, 1999, by
and among the Banks, the Administrative Bank and the
Borrowers.
1.148 "1999A Amendment Closing Date" means the date
on which the 1999A Amendment to Loan Instruments has been
executed and delivered by the parties thereto, June __, 1999.
The closing of the 1999A Amendment shall not occur unless the
acquisition of PeopleServe also occurs.
1.149 "Adjusted Indebtedness" means, with respect to
the Borrowers on a consolidated basis in accordance with GAAP,
(i) all indebtedness for borrowed money, including, without
limitation, all Revolving Credit Loans, all Swing Line Loans,
all reimbursement obligations of the Borrowers in respect of
all letters of credit, including the Letters of Credit, issued
for the account of the Borrowers, (ii) that portion of
obligations with respect to Capital Leases which is properly
classified as a liability on a balance sheet in conformity
with GAAP, (iii) notes payable and drafts accepted
representing extensions of credit whether or not representing
obligations for borrowed money, (iv) any obligation owed for
all or any part of the deferred purchase price of property or
services which purchase price is (y) due more than six months
from the date of incurrence of the obligation in respect
thereof, or (z) evidenced by a note or similar written
instrument, but excluding trade payables incurred in the
ordinary course of business, (v) all indebtedness secured by
any lien on any property or asset owned by the Borrowers
regardless of whether the indebtedness secured thereby shall
have been assumed by the Borrowers or is non-recourse to the
credit of the Borrowers but
5
6
only to the extent of the fair market value of any such
property or assets, (vi) all other Contingent Obligations of
the Borrowers not otherwise included in clauses (i) through
(v) of this Section and (vii) Operating Lease/Rental Expense
multiplied by 8; PROVIDED, HOWEVER Adjusted Indebtedness shall
be reduced by an amount equal to the difference (if positive)
between (i) the value of the Borrowers' cash and marketable
securities and (ii) $10,000,000.
1.150 "Adjusted Senior Indebtedness" means, with
respect to the Borrowers on a consolidated basis in accordance
with GAAP, all Adjusted Indebtedness, excluding, however, all
(i) Convertible Subordinated Notes, (ii) Convertible
Subordinated Notes (Normal Life) and (iii) other subordinated
indebtedness which may be excluded from the calculation of
"Adjusted Senior Indebtedness" by written consent of the
Administrative Bank."
B. SECTION 2.1A - REVOLVING CREDIT FACILITY A - REVOLVING
CREDIT FACILITY A LOAN COMMITMENTS. Section 2.1A of the Loan Agreement is hereby
amended and restated by replacing subparagraph (iv) at the end of such section
with the following:
"(iv) At no time shall the Banks be required to make Revolving
Loans under Revolving Credit Facility A if the making of such
Revolving Loans would cause the ratio of Adjusted Indebtedness
as of the end of any rolling twelve (12) month period ending
during one of the periods set forth below to Cash Flow from
Operations for such rolling twelve (12) month period to exceed
the applicable ratio:
PERIOD APPLICABLE RATIO
3/31/99-12/31/99 5.50 to 1.0
1/01/00-12/30/00 5.25 to 1.0
12/31/00 and thereafter 5.00 to 1.0"
C. SECTION 2.1B - REVOLVING CREDIT FACILITY B - REVOLVING
CREDIT FACILITY B LOAN COMMITMENTS. Section 2.1B of the Loan Agreement is hereby
amended and restated by replacing subparagraph (ii) at the end of such section
with the following:
"(ii) At no time shall the Banks be required to make Revolving
Loans under Revolving Credit Facility B if the making of such
Revolving Loans would cause the ratio of Adjusted Indebtedness
as of the end of any rolling twelve (12) month period ending
during one of the periods set forth below to Cash Flow from
Operations for such rolling twelve (12) month period to exceed
the applicable ratio:
6
7
PERIOD APPLICABLE RATIO
3/31/99-12/31/99 5.50 to 1.0
1/01/00-12/30/00 5.25 to 1.0
12/31/00 and thereafter 5.00 to 1.0"
D. SECTION 2.7 - LETTERS OF CREDIT. Section 2.7A(i) is hereby
amended and restated as follows:
"(i) The Borrowers may not request that PNC issue any Letter
of Credit if, after giving effect to such issuance, (y) the
total Letter of Credit Usage would exceed Twenty Million Five
Dollars ($25,000,000.00), or (z) the Total Utilization of
Revolving Credit Facility A Loan Commitments would exceed the
Revolving Credit Facility A Loan Commitments, as the amount
available under such Revolving Credit Facility A Loan
Commitments may be reduced from time to time pursuant to
Section 2.4C hereof."
E. SECTION 8.2 -INDEBTEDNESS, ETC. 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 Facilities;
(ii) The Swing Line Credit Facility;
(iii) The Capital Leases in the aggregate amount not
exceeding Twenty Five Million Dollars ($25,000,000);
(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) Purchase money indebtedness incurred or assumed
by the Borrowers in connection with acquisition of tangible
and intangible personal and real property (acquired in a
Permitted Business Combination that meets the requirements of
Section 8.11 hereof or in circumstances 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, in an aggregate principal
amount not to exceed Seven Million Five Hundred Thousand
Dollars ($7,500,000);
(vi) Unsubordinated promissory notes or other
evidence of
7
8
unsubordinated 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 that meets the requirements of Section 8.11 hereof
in an aggregate principal amount not to exceed Twelve Million
Five Hundred Thousand Dollars ($12,500,000);
(vii) Promissory notes or other evidence of
indebtedness that has been subordinated to the Obligations
owed to the Banks, in a form acceptable to the Administrative
Bank, issued by one or more of the Borrowers as all or part of
the Business Combination Consideration in connection with a
Permitted Business Combination that meets the requirements of
Section 8.11 hereof;
(viii) The advances, loans and guarantees permitted
under Section 8.12 hereof;
(ix) Convertible Subordinated Notes that meet all of
the following criteria:
(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
(x) 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."
F. SECTION 8.7 - RATIO OF ADJUSTED INDEBTEDNESS TO CASH FLOW
FROM OPERATIONS. Section 8.7 of the Loan Agreement is hereby amended and
restated as follows:
"8.7 RATIO OF ADJUSTED INDEBTEDNESS TO CASH FLOW FROM
OPERATIONS. The Borrowers shall not permit, for any rolling
twelve (12) month period ending during one of the periods set
forth below, the ratio of Adjusted Indebtedness as of the end
of such rolling twelve (12) month period to Cash Flow from
Operations
8
9
for such rolling twelve (12) month period to exceed the
applicable ratio:
PERIOD APPLICABLE RATIO
3/31/99-12/31/99 5.50 to 1.0
1/01/00-12/30/00 5.25 to 1.0
12/31/00 and thereafter 5.00 to 1.0"
G. SECTION 8.8 - RATIO OF ADJUSTED SENIOR INDEBTEDNESS TO CASH
FLOW FROM OPERATIONS. Section 8.8 of the Loan Agreement is hereby amended and
restated as follows:
"8.8 RATIO OF ADJUSTED SENIOR INDEBTEDNESS TO CASH FLOW FROM
OPERATIONS. The Borrowers shall not permit, for any rolling
twelve (12) month period ending during one of the periods set
forth below, the ratio of Adjusted Senior Indebtedness as of
the end of any such rolling twelve (12) month period to Cash
Flow from Operations for such rolling twelve (12) month period
to exceed the applicable ratio:
PERIOD APPLICABLE RATIO
3/31/99-12/31/99 4.50 to 1.0
1/01/00 and thereafter 4.25 to 1.0"
H. SECTION 8.9 - RATIO OF DEBT TO CAPITALIZATION. Section 8.9
of the Loan Agreement is hereby amended and restated as follows:
"8.9 RATIO OF DEBT TO CAPITALIZATION. The Borrowers shall not
permit, for any calendar month, the ratio of Debt as of the
end of such calendar month to Capitalization as of the end of
such calendar month to exceed the applicable ratio:
PERIOD APPLICABLE RATIO
3/31/99-12/31/99 .70 to 1.0
1/01/00-12/30/00 .675 to 1.0
12/31/00 and thereafter .60 to 1.0
Notwithstanding the foregoing, if Res-Care engages in a public
offering of common stock subsequent to the 1999A Amendment
Closing Date that results in Res-Care receiving net proceeds
in excess of $10,000,000, the applicable ratios set forth in
this Section 8.9 shall be modified to reduce such applicable
ratios by an amount equal to the difference between (i) the
ratio of Debt to Capitalization as of the end of the calendar
month immediately prior to the offering of common stock and
(ii) the ratio of Debt to Capitalization as of the end of the
calendar month immediately following the offering of common
stock. However, such an
9
10
offering of common stock shall not (i) cause the applicable
ratios under this Section 8.9 to be reduced below .60 to 1.0
prior to 12/31/00 or (ii) cause the applicable ratios to be
less than .50 to 1.0 after 12/31/00.
Further notwithstanding the foregoing, if the Convertible
Subordinated Notes shall be converted to equity at any time,
the foregoing shall be modified to substitute the following as
the applicable ratios:
PERIOD APPLICABLE RATIO
3/31/99-12/31/99 .60 to 1.0
1/01/00-12/30/00 .55 to 1.0
12/31/00 and thereafter .50 to 1.0"
I. APPROVAL AND WAIVER OF CERTAIN REQUIREMENTS OF SECTION 8.11
IN REGARD TO BUSINESS COMBINATION WITH PEOPLESERVE,INC. The Administrative Bank
and the Banks approve Res-Care's Business Combination with PeopleServe, Inc. (to
be accounted for as a pooling of interests), and waive the current $15,000,000
per transaction limitation of Section 8.11(v) of the Loan Agreement with respect
to such Business Combination and waive the $100,000,000 aggregate limitation of
Section 8.11(iv) of the Loan Agreement with respect to Business Combinations
occurring between July 1, 1998 and June 30, 1999.
J. SECTION 8.11 - PERMITTED BUSINESS COMBINATIONS. Section
8.11 of the Loan Agreement is hereby amended and restated as follows:
"8.11 PERMITTED BUSINESS COMBINATIONS. Res-Care and its
Subsidiaries shall not, without the prior written consent of
the Majority Banks (as defined in Section 15.11 hereof),
engage in any Business Combination unless all of the following
conditions are met, in which case the proposed Business
Combination shall be deemed a "Permitted Business
Combination":
(i) the Business Combination shall be with a Person
that is engaged in a business of the type described
in Section 8.5 hereof;
(ii) the Business Combination shall be accomplished
through consensual (non-hostile) agreement with the
seller;
(iii) the Business Combination shall result in
Res-Care being the surviving entity such that it
reports the results of the acquisition on a
consolidated basis in accordance with GAAP or the
equity basis of accounting in accordance with GAAP;
(iv) the Business Combination Consideration
associated with the
10
11
proposed Business Combination plus the aggregate
Business Combination Consideration associated with
Permitted Business Combinations that have been
completed in the current Loan Year does not exceed
One Hundred Fifty Million Dollars ($150,000,000);
(v) the Business Combination Consideration associated
with the proposed Business Combination does not
exceed Twenty Million Dollars ($20,000,000); and
(vi) if the Business Combination involves acquisition
of interests in a Person that will not treated be as
a Consolidated Subsidiary of Res-Care subsequent to
the Business Combination, the aggregate amount of
Business Combination Consideration associated with
all such Business Combinations in any Fiscal Year
cannot exceed Three Million Dollars ($3,000,000)."
K. SECTION 8.12 - LOANS, ADVANCES AND GUARANTIES BY BORROWERS.
Section 8.12 of the Loan Agreement is hereby amended and restated by deleting
the words "One Million Five Hundred Thousand Dollars ($1,500,000)" and
substituting "Five Million Dollars ($5,000,000)" therefor.
Section 8.12 is further amended to add the following at the end
thereof:
"Notwithstanding the foregoing, upon consummation of the PeopleServe,
Inc. acquisition by Res-Care, the guaranties delivered by Voca Corp., Voca
Corporation of North Carolina, Voca Corporation of Ohio, Voca Corporation of
Washington D.C. and Voca Corporation of West Virginia, Inc. in favor of National
City Bank guarantying repayment of reimbursement obligations on a letter of
credit issued by National City and in favor of Chase Manhattan Trust Company,
National Association, guarantying repayment of amounts due with respect to
certain Mortgage Notes (collectively, the "Voca Guaranties"), shall be treated
as "guaranties" under this Section 8.12 but the aggregate amount thereof (i)
shall not be included for purposes of the $5,000,000 limitation on guaranties
under the first paragraph of Section 8.12 or as "undeferred" obligations, and
(ii) shall not be included for purposes of the $7,500,000 limitation on
assumption or guaranties of minimum working capital obligations under the second
paragraph of Section 8.12. The Voca Guaranties shall not be considered
"Indebtedness" for purpose of calculating "Indebtedness" for use in connection
with Pricing Levels and financial covenants herein."
L. SCHEDULE I - LIST OF BANKS. SCHEDULE I to the Loan
Agreement is hereby amended and replaced in its entirety by SCHEDULE I attached
to this Amendment.
M. SCHEDULE IA - 1999A AMENDMENT CLOSING FEES. SCHEDULE IA to
is hereby added to the Loan Agreement.
N. SCHEDULE II - LIST OF BORROWERS OTHER THAN RES-CARE.
11
12
SCHEDULE II to the Loan Agreement is hereby amended and replaced in its entirety
by SCHEDULE II attached to this Amendment
O. SCHEDULE IIA - LIST OF NEW BORROWERS. SCHEDULE IIA
containing a list of New Borrowers as of the 1999A Amendment Closing Date, is
hereby added to the Loan Agreement by SCHEDULE IIA attached to this Amendment.
P. SCHEDULE IIB - LIST OF CERTAIN ENTITIES WHICH CURRENTLY ARE
NOT INCLUDED IN DEFINITION OF BORROWERS OR NEW BORROWERS. SCHEDULE IIB is hereby
amended and replaced in its entirety by SCHEDULE IIB attached hereto.
Q. 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.
R. RATIFICATION. The Loan Agreement, as amended by this
Amendment, remains in full force and effect and the Borrowers reaffirm and
ratify their obligations under the Loan Agreement, as amended by this Amendment.
II. STOCK PLEDGE AGREEMENT (RES-CARE)
A. EXHIBIT A TO STOCK PLEDGE AGREEMENT (RES-CARE). EXHIBIT A
to the Stock Pledge Agreement (Res-Care) is amended and restated in its entirety
by EXHIBIT A to this Amendment.
B. DELIVERY OF STOCK CERTIFICATES OF NEW BORROWERS TO
ADMINISTRATIVE BANK. Res-Care covenants to deliver or to cause to be delivered
all common stock of the New Borrowers (which common stock is specifically
identified in Exhibit A hereto) to the Administrative Bank on the 1999A
Amendment Closing Date.
C. RATIFICATION. The Stock Pledge Agreement (Res-Care), as
amended by this Amendment, remains in full force and effect and Res-Care
reaffirms and ratifies its obligations under the Stock Pledge Agreement, as
amended by this Amendment.
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 Amendment.
Additionally, each of the New
12
13
Borrowers, as of the date of the 1999A 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. RATIFICATION OF OTHER LOAN INSTRUMENTS
The Borrowers hereby reaffirm and ratify all of their obligations under
the other Loan Instruments not expressly modified hereinabove.
V. 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 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 THIS 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 1999A Amendment
Closing Date, the Banks shall have received the following from the Borrowers,
dated the 1999A Amendment Closing Date or such other date as shall be acceptable
to the Banks:
(1) This 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 IIA, and executed blank stock powers appended thereto.
(3) Security Agreements, executed and delivered by
all New Borrowers identified on SCHEDULE IIA.
(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 IIA.
(5) [New Stock Pledge Agreements, executed and
delivered by any first tier Subsidiaries that own stock of second tier
Subsidiaries that are New Borrowers].
13
14
(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 June 30, 1998, and Resolutions of the Board of
Directors of Res-Care authorizing such Borrower's execution, delivery and
performance of this 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 this 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 30, 1998, but to be given with respect to the
execution and delivery of this Amendment and related documents.
(9) Such other documents as the Administrative Bank
may reasonably request.
B. 1999A AMENDMENT CLOSING FEES. The Borrowers shall pay to the
Administrative Bank on the 1999A Amendment Closing Date, for the benefit of the
Banks, closing fees in regard to the 1999A Amendment in the total amount of
$250,000. Upon receipt of such moneys, the Administrative Bank shall remit the
closing fees set forth in SCHEDULE IA hereof to the Banks. The Borrowers shall
have no liability to any Bank for any closing fees paid to the Administrative
Bank which the Administrative Bank does not properly remit to such Bank pursuant
to SCHEDULE IA, and such Bank's sole remedy in respect thereof shall be against
the Administrative Bank. Pursuant to this Section of this Amendment and Section
15.10 of the Loan Agreement, the Borrowers also agree to pay to the
Administrative Bank on the 1999A Amendment Closing Date the reasonable fees and
expenses of the Administrative Bank's counsel in negotiating, drafting and
closing this Amendment and related documents.
VI. REPRESENTATIONS AND WARRANTIES
A. REPRESENTATIONS AND WARRANTIES OF BORROWER AND
CONSOLIDATED SUBSIDIARIES. To induce the Banks to enter into this Amendment, the
Borrowers represent and warrant to the Banks as follows:
(1) Each Borrower has full power, authority, and
capacity to enter into
14
15
this Amendment, and this 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.
(3) The person executing this 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 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.
VII. LEGAL EFFECT OF THIS AMENDMENT. Although this Amendment is to be
executed by the Banks and the Borrowers prior to the consummation of the
acquisition of PeopleServe, Inc. by Res-Care, this Amendment shall not have
legal effect until such time as the such acquisition has been consummated. To
the extent that this Amendment involves execution and delivery of documents and
stock certificates by PeopleServe, Inc. and its subsidiaries, such documents and
stock certificates shall be executed and delivered to the Administrative Bank
contemporaneous with or within seven days after the consummation of the
PeopleServe, Inc. acquisition.
VIII. MISCELLANEOUS. The provisions of Section XV of the Loan Agreement
are hereby incorporated by reference and made applicable to this Amendment as
fully as if set forth herein verbatim.
Notwithstanding anything herein to the contrary, the parties
acknowledge that General Health Corporation is not in good standing under the
laws of the state of Arizona. The Borrowers covenant to provide a good standing
certificate within 30 days after the 1999A Amendment Closing Date.
IN WITNESS WHEREOF, the Borrowers, the Administrative Bank and the
Banks have each caused this Amendment to be duly executed as of the date and
year first hereinabove written.
15
16
RES-CARE, INC.
(a "Borrower")
------------------------------------
By: Authorized Officer
Name: Xxxxx X. Xxxxxxxxx
Assistant Treasurer
16
17
COMMUNITY ALTERNATIVES INDIANA, INC.
COMMUNITY ALTERNATIVES NEBRASKA, INC.
COMMUNITY ADVANTAGE, INC.
TEXAS HOME MANAGEMENT, INC.
CAPITAL TX INVESTMENTS, INC.
THM HOMES, INC.
RES-CARE NEW MEXICO, INC.
RES-CARE OHIO, INC.
CATX PROPERTIES, INC.
RES-CARE CALIFORNIA, INC.
COMMUNITY ALTERNATIVES VIRGINIA, INC.
RSCR CALIFORNIA, INC.
RES-CARE KANSAS, INC.
RES-CARE ILLINOIS, INC.
RES-CARE OKLAHOMA, INC.
RES-CARE TENNESSEE, INC.
RES-CARE TRAINING TECHNOLOGIES, INC.
YOUTHTRACK, INC.
RES-CARE PREMIER, INC.
RES-CARE NEW JERSEY, INC.
COMMUNITY ALTERNATIVES KENTUCKY, INC.
ALTERNATIVE YOUTH SERVICES, INC.
COMMUNITY ALTERNATIVES TEXAS
PARTNERS, INC.
RSCR WEST VIRGINIA, INC.
COMMUNITY ALTERNATIVES MISSOURI, INC.
f/k/a RAIMENT, INC.
RES-CARE AVIATION, INC.
COMMUNICATIONS NETWORK CONSULTANTS, INC.
THE ACADEMY FOR INDIVIDUAL
EXCELLENCE, INC.
RES-CARE OTHER OPTIONS, INC.
SOUTHERN HOME CARE SERVICES, INC.
GENERAL HEALTH CORPORATION d/b/a Arizona
Youth Associates, Inc.
BALD EAGLE ENTERPRISES, INC.
XXXXXXXX GROUP HOMES, INC.
NORMAL LIFE, INC.
NORMAL LIFE OF SOUTHERN INDIANA, INC.
NORMAL LIFE OF CENTRAL INDIANA, INC.
NORMAL LIFE OF LOUISIANA, INC.
NORMAL LIFE OF LAFAYETTE, INC.
NORMAL LIFE OF LAKE XXXXXXX, INC.
RES-CARE FLORIDA, INC.
17
18
NORMAL LIFE OF KENTUCKY, INC.
NORMAL LIFE OF NORTH TEXAS, INC.
NORMAL LIFE OF NEW MEXICO, INC.
NORMAL LIFE OF TENNESSEE, INC.
CAREERS IN PROGRESS, INC.
NORMAL LIFE FAMILY SERVICES, INC.
NORMAL LIFE OF CALIFORNIA, INC.
NORMAL LIFE OF GEORGIA, INC.
NORMAL LIFE MANAGEMENT, INC.
NL DELAWARE, INC.
NORMAL LIFE OF OHIO, INC.
BOLIVAR DEVELOPMENT TRAINING CENTER, INC.
HYDESBURG ESTATES, INC.
OAK WOOD SUITES OF BOLIVAR, INC.
XXXXXXX ESTATES, INC.
BOLIVAR ESTATES, INC.
XXXXXXX XXXXXXX, XXX.
XXXXX XXXXX XXXXXXX, INC.
MEADOW LANE ESTATES, INC.
EBENEZER ESTATES, INC.
HILLSIDE ESTATES, INC.
XXXXXX XXXXX XXXXXXX, XXX.
XXXX XXXXX XXXXXXX, INC.
SHA-REE ESTATES, INC.
XXXXX MANAGEMENT, INC.
MISSOURI PROGRESSIVE SERVICES, INC.
OAKVIEW ESTATES OF BOLIVAR, INC.
UPWARD BOUND, INC.
INDIVIDUALIZED SUPPORTED LIVING, INC.
RES-CARE WASHINGTON, INC.
RES-CARE ALABAMA, INC.
TANGRAM REHABILITATION NETWORK, INC.
BUMPERSHOOT ENTERPRISES, INC.
XX XXXXXX CORPORATION d/b/a TEXAS LIVING CENTERS
ALTERNATIVE XXXXXXX, XXX.
ROCKCREEK, INC.
ACCESS, INC.
RESCARE PREMIER CANADA, INC.
OPTIMAL SPACE, INC.
J&J CARE CENTERS, INC.
RAISE GEAUGA, INC.
COMMUNITY ALTERNATIVES ILLINOIS, INC.
GENERAL HEALTH CORPORATION d/b/a ARIZONA YOUTH ASSOCIATES
(each a "Borrower")
18
19
-----------------------------
By: Authorized Officer
Name: Xxxxx X. Xxxxxxxxx
Assistant Treasurer of each Borrower
listed above beginning with Community Alternatives Indiana, Inc. and ending with
General Health Corporation d/b/a Arizona Youth Associates, on behalf of each
such Borrower
CREATIVE NETWORKS, LLC
an Arizona limited liability company
(a "Borrower")
By: Authorized Officer
NORMAL LIFE OF INDIANA
a general partnership
(a "Borrower")
By: NORMAL LIFE OF SOUTHERN INDIANA, INC.
one of its General Partners
By: Authorized Officer
and
By: NORMAL LIFE OF CENTRAL INDIANA, INC.
its other General Partner
By: Authorized Officer
TEXAS COMMUNITY ALTERNATIVES LIMITED PARTNERSHIP
(a Borrower)
By: COMMUNITY ALTERNATIVES TEXAS PARTNER, INC.
19
20
its General Partner
By: Authorized Officer
20
21
PEOPLESERVE, INC.
P.S.I. HOLDINGS, INC.
VOCA CORP. VOCA CORPORATION OF AMERICA VOCA CORPORATION OF FLORIDA VOCA
CORPORATION OF INDIANA VOCA OF INDIANA LLC VOCA CORPORATION OF MARYLAND
VOCA CORPORATION OF NEW JERSEY VOCA CORPORATION OF NORTH CAROLINA VOCA
CORPORATION OF OHIO VOCA CORPORATION OF WASHINGTON D.C.
VOCA CORPORATION OF WEST VIRGINIA, INC.
VOCA RESIDENTIAL SERVICES, INC.
EDUCARE COMMUNITY LIVING CORPORATION - AMERICA
EDUCARE COMMUNITY LIVING CORPORATION - GULF COAST
EDUCARE COMMUNITY LIVING CORPORATION - MISSOURI
EDUCARE COMMUNITY LIVING CORPORATION - TEXAS
EDUCARE COMMUNITY LIVING CORPORATION - NEW MEXICO
EDUCARE COMMUNITY LIVING CORPORATION - NORTH CAROLINA
EDUCARE COMMUNITY LIVING CORPORATION - NEVADA
THE CITADEL GROUP, INC.
B.W.J. OPPORTUNITY CENTERS, INC.
(each a "Borrower")
-------------------------------------------
By: Authorized Officer
Name:
Title:
listed above beginning with PeopleServe, Inc. and ending with B.W.J.
Opportunity Centers, Inc., on behalf of each such Borrower
21
22
PNC BANK, NATIONAL ASSOCIATION
as Administrative Bank
By: Xxxxxxxx X. Xxxxxxxxxx
Vice President
PNC BANK, NATIONAL ASSOCIATION
as a Bank
By: Xxxxxxxx X. Xxxxxxxxxx
Vice President
22
23
AMSOUTH BANK
("AmSouth")
-------------------------------------------
By: Xxxxx Wind
Its: Vice President
23
24
BANQUE PARIBAS
("Paribas")
--------------------------------------------
Xxxxx Xxxxxxx
Its:
----------------------------------------
24
25
BANK ONE, KENTUCKY, NA
("Bank One")
-------------------------------------------
By: Xxxx X. Xxxxxx
Senior Vice President
25
26
FIRST AMERICAN NATIONAL BANK
("First American")
-------------------------------------------
By: Xxxx Xxxx
Vice President
26
27
FIRST UNION NATIONAL BANK
("First Union")
-------------------------------------------
By: Xxxxxxx Xxxxx
Director
27
28
FIRSTAR BANK, N.A.
("Firstar")
------------------------------------------
By: Xxxx Xxx
Assistant Vice President
28
29
FLEET NATIONAL BANK
("Fleet")
-------------------------------------------
By: Xxxxxx Xxxxxxxxxxxxx
Senior Vice President
29
30
KEY CORPORATE CAPITAL, INC.
("Key")
-------------------------------------------
By: Xxxx Xxxxxx
Vice President
30
31
NATIONAL CITY BANK OF KENTUCKY
("National City")
------------------------------------------
By: Xxxxx Xxxxx
Vice President
31
32
SUNTRUST BANK, NASHVILLE, N.A.
("SunTrust")
-------------------------------------------
By: W. Xxxxxx Xxxxxxx
Its:
32
33
UNION BANK OF CALIFORNIA
("Union Bank")
-------------------------------------------
By: Xxxx Xxxx
Vice President
33
34
WACHOVIA BANK, N.A.
("Wachovia")
------------------------------------------
By: Xxxx Xxxx
Assistant Vice President
34
35
SCHEDULE I
ADMINISTRATIVE BANK
PNC BANK, NATIONAL ASSOCIATION ("PNC")
000 Xxxx Xxxxxxxxx Xxxxxx
Xxxxxxxxxx, XX 00000
Attn: Xxxxxxxx X. Xxxxxxxxxx, Vice President
LIST OF BANKS
AMSOUTH BANK ("AmSouth")
000 Xxxxx Xxxxxx
0xx Xxxxx
Xxxxxxxxx, XX 00000
Attn: Xxxxx Wind, Vice President
BANK ONE, KENTUCKY, NA ("Bank One")
000 Xxxx Xxxxxxxxx
Xxxxxxxxxx, Xxxxxxxx 00000
Attn: Xxxx X. Xxxxxx, Senior Vice President
BANQUE PARIBAS ("Paribas")
000 Xxxxxxx Xxxxxx
Xxx Xxxx, XX 00000
Attn: Xxxxx Xxxxxxx
FIRST AMERICAN NATIONAL BANK ("First American")
First American Center
Xxxxxxxxx, XX 00000
Attn: Xxxx Xxxx, Vice President
FIRSTAR BANK, N.A. ("Firstar")
Xxx Xxxxxxxxx Xxxxxx
Xxxxxxxxxx, XX 00000
FIRST UNION NATIONAL BANK ("First Union")
One 1st Union Center
000 X. Xxxxxxx Xxxxxx
Xxxxxxxxx, XX 00000-0000
Attn: Xxxxxxx Xxxxx, Director
FLEET NATIONAL BANK ("Fleet")
35
36
0 Xxxxxxx Xxxxxx
Xxxxxx, XX 00000
Attn: Xxxxxx Xxxxxxxxxxxxx, Vice President
KEY CORPORATE CAPITAL, INC. ("Key")
000 Xxxx Xxxxxx
Xxxxxxxxxx, XX 00000
Attn: Xxxx Xxxxxx, Vice President
NATIONAL CITY BANK OF KENTUCKY ("National City")
000 Xxxxx Xxxxx Xxxxxx
Xxxxxxxxxx, XX 00000
Attn: Xxxxx Xxxxx, Vice President
PNC BANK, NATIONAL ASSOCIATION ("PNC")
000 Xxxx Xxxxxxxxx Xxxxxx
Xxxxxxxxxx, XX 00000
Attn: Xxxxxxxx X. Xxxxxxxxxx, Vice President
SUNTRUST BANK, NASHVILLE, N.A. ("SunTrust")
000 Xxxxxx Xxxxxx Xxxxx, 0xx Xxxxx
Xxxxxxxxx, XX 00000
Attn: W. Xxxxxx Xxxxxxx
UNION BANK OF CALIFORNIA, NATIONAL ASSOCIATION ("Union Bank")
000 X. Xxxxxxxx
00xx Xxxxx
Xxx Xxxxxxx, XX 00000
Attn: Xxxxxxxx Xxxx, Vice President
WACHOVIA BANK, N. A. ("Wachovia")
000 Xxxxxxxxx Xxxxxx, 00xx Xxxxx
Xxxxxxx, Xxxxxxx 00000-0000
Attn: Xxxx Xxxx
36
37
SCHEDULE IA
SCHEDULE OF 1999A AMENDMENT CLOSING FEES
The Banks identified below will receive a payment of 1999A Amendment
Closing Fees under this SCHEDULE IA, based upon the total commitments of each
Bank under the Loan Agreement, multiplied by 125/1000 of one percent (0.125%),
as set forth in the table below. The aggregate Closing Fees payable under this
SCHEDULE IA total $250,000 ($200,000,000 x 0.125%).
APPLICABLE
NAME OF BANK COMMITMENT PERCENTAGE CLOSING FEE
------------ ---------- ---------- -----------
PNC $ 30,000,000 15.00% $ 37,500.00
Bank One 25,000,000 12.50% 31,250.00
National City 25,000,000 12.50% 31,250.00
SunTrust 20,000,000 10.00% 25,000.00
First Union 17,500,000 8.75% 21,875.00
Wachovia 15,000,000 7.50% 18,750.00
AmSouth 12,500,000 6.25% 15,625.00
Key 12,500,000 6.25% 15,625.00
Firstar 12,500,000 6.25% 15,625.00
Banque Paribas 7,500,000 3.75% 9,375.00
First American 7,500,000 3.75% 9,375.00
Fleet 7,500,000 3.75% 9,375.00
Union Bank 7,500,000 3.75% 9,375.00
Totals 200,000,000 100.00% 250,000.00
37
38
SCHEDULE II
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. RES-CARE NEW MEXICO, INC., a Delaware corporation with principal
office and place of business of Louisville, Kentucky ("RCNM").
8. RES-CARE OHIO, INC., a Delaware corporation with principal office
and place of business in Louisville, Kentucky ("RCO").
9. CATX PROPERTIES, INC., a Delaware corporation with principal office
and place of business in Louisville, Kentucky ("CATXP").
10. RES-CARE CALIFORNIA, INC., d/b/a RCCA Services, a Delaware
corporation with principal office and place of business in Louisville, Kentucky
("RCC").
11. COMMUNITY ALTERNATIVES VIRGINIA, INC. f/k/a RES-CARE FLORIDA, INC.,
a Delaware corporation with principal office and place of business in
Louisville, Kentucky ("CAV").
12. RSCR CALIFORNIA, INC., a Delaware corporation with principal office
and place of business in Louisville, Kentucky ("RSCRC").
13. RES-CARE KANSAS, INC., a Delaware corporation with principal office
and
38
39
place of business in Louisville, Kentucky ("RCK").
14. RES-CARE ILLINOIS, INC., a Delaware corporation with principal
office and place of business in Louisville, Kentucky ("RCI").
15. RES-CARE OKLAHOMA, INC. a Delaware corporation with principal
office and place of business in Louisville, Kentucky ("RCOK").
16. RES-CARE TENNESSEE, INC., a Delaware corporation with principal
office and place of business in Louisville, Kentucky ("RCT").
17. RES-CARE TRAINING TECHNOLOGIES, INC., a Delaware corporation with
principal office and place of business in Louisville, Kentucky ("RCTT").
18. YOUTHTRACK, INC., a Delaware corporation with principal office and
place of business in Louisville, Kentucky ("YT").
19. RES-CARE PREMIER, INC., a Delaware corporation with principal
office and place of business in Louisville, Kentucky ("RCP").
20 RES-CARE NEW JERSEY, INC., a Delaware corporation with principal
office and place of business in Louisville, Kentucky ("RCNJ").
21 COMMUNITY ALTERNATIVES KENTUCKY, INC., a Delaware corporation with
principal office and place of business in Louisville, Kentucky ("CAK").
22 ALTERNATIVE YOUTH SERVICES, INC., a Delaware corporation with
principal office and place of business in Louisville, Kentucky ("AYS")
23 COMMUNITY ALTERNATIVES TEXAS PARTNER, INC. (f/k/a Community
Alternatives Virginia, Inc.), a Delaware corporation with principal office and
place of business in Louisville, Kentucky ("CATP").
00 XXXX XXXX XXXXXXXX, INC., a Delaware corporation with principal
office and place of business in Louisville, Kentucky ("RSCRWV").
25 COMMUNITY ALTERNATIVES MISSOURI, INC. f/k/a RAIMENT, INC., a
Missouri corporation with principal office and place of business in Louisville,
Kentucky ("R").
26 RES-CARE AVIATION, INC., a Kentucky corporation with principal
office and place of business in Louisville, Kentucky ("RCA").
27 COMMUNICATIONS NETWORK CONSULTANTS, INC., a Rhode Island corporation
with principal office and place of business in Louisville, Kentucky ("CNC").
28 THE ACADEMY FOR INDIVIDUAL EXCELLENCE, INC., a Delaware corporation
with principal office and place of business in Louisville, Kentucky ("AIE").
39
40
29 RES-CARE OTHER OPTIONS, INC., a Delaware corporation with principal
office and place of business in Louisville, Kentucky ("ROO").
30 SOUTHERN HOME CARE SERVICES, INC. d/b/a Eldercare, a Georgia
corporation with principal office and place of business in Louisville, Kentucky
("SHCS").
31. GENERAL HEALTH CORPORATION d/b/a Arizona Youth Associates, Inc., an
Arizona corporation with principal office and place of business in Louisville,
Kentucky ("AYA")
32. BALD EAGLE ENTERPRISES, INC., a Missouri corporation with principal
office and place of business in Louisville, Kentucky ("BEE").
.
33. XXXXXXXX GROUP HOMES, INC., a Missouri corporation with principal
office and place of business in Louisville, Kentucky ("BGH") .
34. CREATIVE NETWORKS, LLC, an Arizona limited liability company with
principal office and place of business in Louisville, Kentucky ("CN").
35. NORMAL LIFE, INC., a Kentucky corporation with principal office and
place of business in Louisville, Kentucky ("NL").
36. NORMAL LIFE OF SOUTHERN INDIANA, INC., an Indiana corporation with
principal office and place of business in Louisville, Kentucky ("NLSI").
37. 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").
38. NORMAL LIFE OF LOUISIANA, INC., a Louisiana corporation with
principal office and place of business in Louisville, Kentucky ("NLL").
39. NORMAL LIFE OF LAFAYETTE, INC., a Louisiana corporation with
principal office and place of business in Louisville, Kentucky ("NLLAF").
40. NORMAL LIFE OF LAKE XXXXXXX, INC., a Louisiana corporation with
principal office and place of business in Louisville, Kentucky ("NLLC").
41. RES-CARE FLORIDA, INC., f/k/a NORMAL LIFE OF FLORIDA, INC., a
Florida corporation with principal office and place of business in Louisville,
Kentucky ("NLF").
42. NORMAL LIFE OF KENTUCKY, INC., a Kentucky corporation with
principal
43 NORMAL LIFE OF NORTH TEXAS, INC., a Texas corporation with principal
40
41
office and place of business in Louisville, Kentucky ("NLK").
44. NORMAL LIFE OF NEW MEXICO, INC., a New Mexico corporation with
principal office and place of business in Louisville, Kentucky ("NLNM").
45. NORMAL LIFE OF TENNESSEE, INC., a Tennessee corporation with
principal office and place of business in Louisville, Kentucky ("NLT").
46. CAREERS IN PROGRESS, INC., a Louisiana corporation with principal
office and place of business in Louisville, Kentucky ("CP").
47. NORMAL LIFE FAMILY SERVICES, INC. a Louisiana corporation with
principal office and place of business in Louisville, Kentucky ("NLFS").
48. 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").
49. NORMAL LIFE OF CALIFORNIA, INC., a California corporation with
principal office and place of business in Louisville, Kentucky ("NLC").
50. NORMAL LIFE OF GEORGIA, INC., a Georgia corporation with principal
office and place of business in Louisville, Kentucky ("NLG").
51. NORMAL LIFE MANAGEMENT, INC., a Kentucky corporation with principal
office and place of business in Louisville, Kentucky ("NLM").
52. NL DELAWARE, INC., a Delaware corporation with principal office and
place of business in Louisville, Kentucky ("NLD").
53. NORMAL LIFE OF OHIO, INC., an Ohio corporation with principal
office and place of business in Louisville, Kentucky ("NLO").
54. BOLIVAR DEVELOPMENT TRAINING CENTER, INC., a Missouri corporation
with principal office and place of business in Louisville, Kentucky ("BSTC").
55. HYDESBURG ESTATES, INC., a Missouri corporation with principal
office and place of business in Louisville, Kentucky ("HE").
56. OAK WOOD SUITES OF BOLIVAR, INC., a Missouri corporation with
principal office and place of business in Louisville, Kentucky ("OWSB").
57. WILLARD ESTATES, INC., a Missouri corporation with principal office
and place of business in Louisville, Kentucky ("WE").
41
42
58. BOLIVAR ESTATES, INC., a Missouri corporation with principal office
and place of business in Louisville, Kentucky ("BE").
59. SKYVIEW ESTATES, INC., a Missouri corporation with principal office
and place of business in Louisville, Kentucky ("SE").
60. RIVER BLUFF ESTATES, INC., a Missouri corporation with principal
office and place of business in Louisville, Kentucky ("RBE").
61. MEADOW LANE ESTATES, INC., a Missouri corporation with principal
office and place of business in Louisville, Kentucky ("MLE").
62. EBENEZER ESTATES, INC., a Missouri corporation with principal
office and place of business in Louisville, Kentucky ("EE").
63. HILLSIDE ESTATES, INC., a Missouri corporation with principal
office and place of business in Louisville, Kentucky ("HE").
64. PEBBLE CREEK ESTATES, INC., a Missouri corporation with principal
office and place of business in Louisville, Kentucky ("PCE").
65. FORT XXXXX ESTATES, INC., a Missouri corporation with principal
office and place of business in Louisville, Kentucky ("FME").
66. SHA-REE ESTATES, INC., a Missouri corporation with principal office
and place of business in Louisville, Kentucky ("SRE").
67. XXXXX MANAGEMENT, INC., a Missouri corporation with principal
office and place of business in Louisville, Kentucky ("BM").
68. MISSOURI PROGRESSIVE SERVICES, INC., a Missouri corporation with
principal office and place of business in Louisville, Kentucky ("MPS").
69. OAKVIEW ESTATES OF BOLIVAR, INC., a Missouri corporation with
principal office and place of business in Louisville, Kentucky ("OEB").
70. UPWARD BOUND, INC., a Missouri corporation with principal office
and place of business in Louisville, Kentucky ("UB").
71. INDIVIDUALIZED SUPPORTED LIVING, INC., a Missouri corporation with
principal office and place of business in Louisville, Kentucky ("ISL").
72. RES-CARE WASHINGTON, INC., a Delaware corporation with principal
office and place of business in Louisville, Kentucky ("RCWASH").
42
43
73. RES-CARE ALABAMA, INC., a Delaware corporation with principal
office and place of business in Louisville, Kentucky ("RCALA").
43
44
SCHEDULE II.A
LIST OF NEW BORROWERS
as of June __, 1999
74. TANGRAM REHABILITATION NETWORK, INC., a Texas corporation with
principal office and place of business in Louisville, Kentucky.
75. TEXAS COMMUNITY ALTERNATIVES LIMITED PARTNERSHIP, a Kentucky
limited partnership with principal office and place of business in Louisville,
Kentucky.
76. BUMPERSHOOT ENTERPRISES, INC., a California corporation with
principal office and place of business in Louisville, Kentucky.
77. XX XXXXXX CORPORATION d/b/a TEXAS LIVING CENTERS, a Texas
corporation with principal office and place of business in Louisville, Kentucky.
78. ALTERNATIVE XXXXXXX, XXX., a California corporation with principal
office and place of business in Louisville, Kentucky.
79. ROCKCREEK, INC., a California corporation with principal office and
place of business in Louisville, Kentucky.
80. ACCESS, INC., a North Carolina corporation with principal office
and place of business in Louisville, Kentucky.
81. RESCARE PREMIER CANADA, INC., an Ontario (Canada) corporation with
principal office and place of business in Louisville, Kentucky.
82. OPTIMAL SPACE, INC., an Ontario (Canada) corporation with principal
office and place of business in Ontario, Canada.
83. J&J CARE CENTERS, INC., a California corporation with principal
office and place of business in Louisville, Kentucky.
84. RAISE GEAUGA, INC., an Ohio corporation with principal office and
place of business in Louisville, Kentucky.
85. COMMUNITY ALTERNATIVES ILLINOIS, INC., a Delaware corporation with
principal office and place of business in Louisville, Kentucky.
86. PEOPLESERVE, INC., a Delaware corporation with principal office and
place of business in Louisville, Kentucky.
87. P.S.I. HOLDINGS, INC., an Ohio corporation with principal office
and place of business in Louisville, Kentucky.
44
45
88. VOCA CORP., an Ohio corporation with principal office and place of
business in Louisville, Kentucky.
89. VOCA CORPORATION OF AMERICA., an Ohio corporation with principal
office and place of business in Louisville, Kentucky.
90. VOCA CORPORATION OF FLORIDA, a Florida corporation with principal
office and place of business in Louisville, Kentucky.
91. VOCA CORPORATION OF INDIANA, an Indiana corporation with principal
office and place of business in Louisville, Kentucky.
92. VOCA OF INDIANA, LLC, an Indiana limited liability company with
principal office and place of business in Louisville, Kentucky.
93. VOCA CORPORATION OF MARYLAND, a Maryland corporation with principal
office and place of business in Louisville, Kentucky.
94. VOCA CORPORATION OF NEW JERSEY, a New Jersey corporation with
principal office and place of business in Louisville, Kentucky.
95. VOCA CORPORATION OF NORTH CAROLINA, a North Carolina corporation
with principal office and place of business in Louisville, Kentucky.
96. VOCA CORPORATION OF OHIO, an Ohio corporation with principal office
and place of business in Louisville, Kentucky.
97. VOCA CORPORATION OF WASHINGTON D.C., a District of Columbia
corporation with principal office and place of business in Louisville, Kentucky.
98. VOCA CORPORATION OF WEST VIRGINIA, INC., a West Virginia
corporation with principal office and place of business in Louisville, Kentucky.
99. VOCA RESIDENTIAL SERVICES, INC., an Ohio corporation with principal
office and place of business in Louisville, Kentucky.
100. EDUCARE COMMUNITY LIVING CORPORATION - AMERICA, a Delaware
corporation with principal office and place of business in Louisville, Kentucky.
101. EDUCARE COMMUNITY LIVING CORPORATION - GULF COAST, a Texas
corporation with principal office and place of business in Louisville, Kentucky.
102. EDUCARE COMMUNITY LIVING CORPORATION - MISSOURI, a Missouri
corporation with principal office and place of business in Louisville, Kentucky.
45
46
103. EDUCARE COMMUNITY LIVING CORPORATION - TEXAS, a Texas corporation
with principal office and place of business in Louisville, Kentucky.
104. EDUCARE COMMUNITY LIVING CORPORATION - NEW MEXICO, a New Mexico
corporation with principal office and place of business in Louisville, Kentucky.
105. EDUCARE COMMUNITY LIVING CORPORATION - NORTH CAROLINA, a North
Carolina corporation with principal office and place of business in Louisville,
Kentucky.
106. EDUCARE COMMUNITY LIVING CORPORATION - NEVADA, a Nevada
corporation with principal office and place of business in Louisville, Kentucky.
107. THE CITADEL GROUP, INC., a Texas corporation with principal office
and place of business in Louisville, Kentucky.
108. B.W.J. OPPORTUNITY CENTERS, INC., a Texas corporation with
principal office and place of business in Louisville, Kentucky.
46
47
SCHEDULE II.B
Certain Entities which Currently are not Included in
Definition of "Existing Borrowers" or "New Borrowers"
(1) Employ - Ability Unlimited, Inc., a New Jersey non-profit
corporation.
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.
47
48
SCHEDULE 1.32
CONTINGENT OBLIGATIONS OF RES-CARE, INC.
48
49
SCHEDULE 6.7
INDEBTEDNESS
[TANGRAM INDEBTEDNESS]
[PEOPLESERVE CAPITAL LEASES]
49
50
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: None
Qualified to do business in: Indiana
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) Delaware
Secretary of State and (iii) Indiana Secretary of State
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: N/A
UCC Filing Locations: (i) Kentucky Secretary of State, (ii) Nebraska
Secretary of State and (iii) Delaware Secretary of State
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: (i) Longmont, Colorado, (ii) Brighton,
Colorado, (iii) Greeley, Colorado, (iv) Weld County, Xxxxx County,
Boulder, Jefferson, Thornton, and Xxxxx Counties, Colorado.
Qualified to do business in: Colorado
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) Colorado
Secretary of State and (iii) Delaware Secretary of State
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
50
51
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) Texas
Secretary of State and (iii) Delaware Secretary of State
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 - (i)
Bexar County, (ii) Tarrant, (iii) Angelina, (iv) Xxxxxx, (v) Xxxxxxxx,
(vi) Xxxxxx, (vii) Nacogdoches, (viii) Xxxxxxxx, (ix) Xxxxxx, (x)
Xxxxxxxx and (xi) 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: N/A
UCC Filing Locations: (i) Kentucky Secretary of State, (ii) Texas
Secretary of State and (iii) Delaware Secretary of State
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: (i)
Lubbock, (ii) Bexar, (iii) Xxxxxxxxxx, (iv) Xxxxxx, (v) Xxxxxxx and
(vi) 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: N/A
UCC Filing Locations: (i) Kentucky Secretary of State, (ii) Texas
Secretary of State and (iii) Delaware Secretary of State
7. 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: (i) Albuquerque, (ii) Rosewell, (iii) Clovis,
(iv) Santa Fe, (v) LasVegas, (vi) Espanola, and (vii) Rio Rancho, 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: N/A
UCC Filing Locations: (i) Kentucky Secretary of State and (ii) New
Mexico Secretary of State
8. RES-CARE OHIO INC.
State of incorporation: Delaware
Location of principal office and records: 00000 Xxxx Xxxxxxx Xxxx
Xxxxxxxxxx, Xxxxxxxx
51
52
Qualified/not qualified to do business in Kentucky: Not qualified
Locations of operations: (i) Fairfield, (ii) Williamsburg, (iii)
Xxxxxxxx, (iv) Middletown, (v) Cincinnati area, (vi) Xenia, (vii)
Menton, (viii) Lake County and (ix) Geauga 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: N/A
UCC Filing Locations: (i) Kentucky Secretary of State, (ii) Ohio
Secretary of State and (iii) Delaware Secretary of State
9. 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: N/A
UCC Filing Locations: (i) Kentucky Secretary of State, (ii) Texas
Secretary of State and (iii) Delaware Secretary of State
10. 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: (i) Sacramento, (ii) San Mateo, (iii) Sutter,
(iv) Nevada, (v) Placer and (vi) Santa Xxxxx Counties, CA
Qualified to do business in: California
Any name, other than name of Corporation, used for conducting business
in the last five (5) years: RCCA Services
UCC Filing Locations: (i) Kentucky Secretary of State, (ii) California
Secretary of State and (iii) Delaware Secretary of State
11. COMMUNITY ALTERNATIVES VIRGINIA (F/K/A 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: Virginia
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) Florida
Secretary of State and (iii) Delaware Secretary of State
52
53
12. 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: (i) Los Angeles, (ii) San Bernardino, (iii)
San Xxxx Obispo and (iv) 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: N/A
UCC Filing Locations: (i) Kentucky Secretary of State (ii) Delaware
Secretary of State and (iii) California Secretary of State
13. 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: (i) Xxxxxxx, (ii) Neosho, (iii) Xxxxxxxx ,
(iv) Xxxxxx (v) Xxxxxxxx, (vi) Xxxxxxxx, (vii) LaBette Counties, Kansas
Qualified to do business in: Kansas
Any name, other than name of Corporation, used for conducting business
in the last five (5) years: Connections, Pathways, Life Choices
UCC Filing Locations: (i) Kentucky Secretary of State, (ii) Kansas
Secretary of State and (iii) Delaware Secretary of State
14. 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: (i) Jackson and (ii) 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: N/A
UCC Filing Locations: (i) Kentucky Secretary of State, (ii) Delaware
Secretary of State and (iii) Illinois Secretary of State
15. 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: (i) Tulsa, (ii) Seminole, (iii) Oklahoma, (iv)
Xxxxxx, (v) Creek and (vi) Garfield Counties, Oklahoma
Qualified to do business in: Oklahoma
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) Delaware
Secretary of State
53
54
and (iii) County Clerk of Oklahoma County, Oklahoma
16. 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: (i) Nashville, (ii) Jackson (Madison County),
(iii) Xxxx County, (iv) Xxxxxxx County, (v) Xxxxxxxx County, (vi)
Madison County, (vii) Xxxxxxxx County, (viii) Shelby County, (ix)
Xxxxxx County, (x) Xxxxxx County, (xi) Smyrna County and (xii) Davidson
County, Tennessee
Qualified to do business in: Tennessee
Any name, other than name of Corporation, used for conducting business
in the last five (5) years: Res-Care Other Options
UCC Filing Locations: (i) Kentucky Secretary of State, (ii) Tennessee
Secretary of State and (iii)
Delaware Secretary of State
17. 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: N/A
UCC Filing Locations: (i) Clerk of Jefferson County, Kentucky and (ii)
Delaware Secretary of State
18. YOUTHTRACK, 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: (i) Arapahoe, (ii) Denver, (iii) Mesa, (iv) El
Paso, (v) Jefferson , (vi) Garfield Counties, Colorado, (vii) Brigham
City, Utah, (viii) St. Augustine Florida, (ix) Puerto Rico.
Qualified to do business in: Colorado, Kentucky, Puerto Rico, Utah,
Idaho, Arizona, Nevada, Florida
Any name, other than name of Corporation, used for conducting business
in the last five (5) years: N/A
UCC Filing Locations: (i) Clerk of Jefferson County, Kentucky, (ii)
Colorado Secretary of State, (iii) Delaware Secretary of State and (iv)
Utah Secretary of State
19. RES-CARE PREMIER, INC.
State of incorporation: Delaware
Location of principal office and records: 00000 Xxxx Xxxxxxx Xxxx
Xxxxxxxxxx, Xxxxxxxx
54
55
Qualified/not qualified to do business in Kentucky: Not qualified
Locations of operations: (i) St. Louis, Missouri, (ii) Cape Giradeau,
Missouri, (iii) Chicago, Illinois, (iv) Plantation, Florida,
(v) Altoona, Iowa
Qualified to do business in: Massachusetts, Illinois, Florida, Missouri
and Iowa
Any name, other than name of Corporation, used for conducting business
in the last five (5) years: Victorian Acres
UCC Filing Locations: (i) Kentucky Secretary of State (ii) Delaware
Secretary of State, (iii) Missouri Secretary of State, (iii) Clerk of
St. Louis County, Missouri and (iv) Secretary of State of Illinois
20. 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: (i) Xxxxxx, (ii) Burlington, (iii) Middlesex,
(iv) Xxxxxx, (v) Ocean, (vi) Union, (vii) Monmouth, and (viii) Somerset
Counties; Towns of: (i) Hillsborough, (ii) Xxxxxx, (iii) Perberton,,
(iv) Chatsworth and (v) Trenton
Qualified to do business in: New Jersey
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) Delaware
Secretary of State and (iii) New Jersey Secretary of State
21. 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: (i) Bowling Green, (ii) Frankfort, (iii)
Morehead, (iv) Owensboro, (v) Louisville, (vi) Elizabethtown, (vii)
Symsonia, and (viii) Madisonville, Kentucky Counties: (i) Franklin,
(ii) Fayette, (iii) Xxxxxx, (iv) Daviess, (v) Jefferson, (vi) Xxxxxx,
(vii) Xxxxx, (viii) Rowan, (ix) Xxxxxxxxxx, (x) Xxxxxx, (xi) Xxxxxx,
(xii) Xxxxxxx, (xiii) Xxxxxxxxxx, (xiv) Xxxxxx, (xv) Xxxxxxxx, (xvi)
Xxxxxx, (xvii) Xxxxxxxx, and and (xviii) XxXxxxxxx
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: N/A
UCC Filing Locations: (i) Clerk of Jefferson County, Kentucky,
(ii) Kentucky Secretary of State and (iii) Delaware Secretary of State
22. 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: Kentucky, Tennessee, Xxxxxxxx County, Ohio,
Georgia, Jackson, Mississippi and Xxxxx County, Madison County, and
Xxxxxx County,
55
56
Mississippi.
Qualified to do business in: (i) Georgia, (ii) Ohio, (iii) Tennessee,
(iv) Kentucky, (v) Maryland, (vi) California (vii) Mississippi,
(viii) Washington D.C., and (ix) Indiana
Any name, other than name of Corporation, used for conducting business
in the last five (5) years: In Maryland - d/b/a Res-Care Other Options,
Inc., Magnolia Academy (Tenn.) Georgia Center for Youth, Kentucky SAFE,
Ohio SAFE, Children's Sanctuary, New Summit School, Community Youth
Service.
UCC Filing Locations: (i) Clerk of Jefferson County, Kentucky,
(ii) Kentucky Secretary of State, (iii) Delaware Secretary of State,
(iv) Maryland Secretary of State (v) Tennessee Secretary of State,
(vi) Ohio Secretary of State (vii) Clerk of Xxxxxxxx County, Ohio,
(viii) Clerk of Superior Court of Xxxxxx County, Georgia,
(ix) Mississippi Secretary of State and (x) Arizona Secretary of State.
23. COMMUNITY ALTERNATIVES VIRGINIA, INC. (K/N/A COMMUNITY ALTERNATIVES
TEXAS PARTNERS, 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 and Texas
Any name, other than name of Corporation, used for conducting business
in the last five (5) years: Community Alternatives Virginia, Inc.
UCC Filing Locations: (i) Kentucky Secretary of State, (ii) Delaware
Secretary of State and (iii) State Corporation Commission of Virginia
24. 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 - various
Qualified to do business in: West Virginia
Any name, other than name of Corporation, used for conducting business
in the last five (5) years: Yellow Springs
UCC Filing Locations: (i) Kentucky Secretary of State, (ii) West
Virginia Secretary of State and (iii) Delaware Secretary of State
25. 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: Polk, Xxxxx, Xxxxxx, Ralls, Adair, Xxxxxxxx
and Cape Girardeau Counties, 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.
56
57
UCC Filing Locations: (i) Kentucky Secretary of State, (ii) Missouri
Secretary of State and (iii) County Recorder of St. Francois and Cape
Girardeau, Missouri
26. RES-CARE AVIATION, 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
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: N/A
UCC Filing Locations: Clerk of Jefferson County, Kentucky
27. 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: Yancey, Mitchell, Madison, Buncombe, Jackson,
Haywood, Transylvania, Henderson, Ashe, Alleghany, Watauga, Wilkes,
Avery, Burke, Caldwell, McDowell, Alexander, Cleveland, Rutherford,
Polk, Catawba, Surrey, Yadkin, Iredell, Foryth, Stokes, Davie, Rowan,
Xxxxxxxx, Xxxxxxx, Union, Mecklenburg, Guilford, Alamance, Xxxxxxx,
Orange, Person, Chatham, Durham, Wake, Sampson, Duplin, Nash,
Edgecombe, Wayne, Pender, New Hanover and Brunswick Counties, North
Carolina
Qualified to do business in: North Carolina and Virginia
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) Rhode
Island Secretary of State (iii) North Carolina Secretary of State
28. 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: N/A
UCC Filing Locations: (i) Clerk of Jefferson County, Kentucky and
(ii) Delaware Secretary of State
29. 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: (i) Xxxxxxxxxx and Philadelphia Counties,
Pennsylvania, (ii)
57
00
Xxxxxx, Xxxxxxxx, Xxxxxx, Person, Chatam, Wake Cumberland, Forsyth and
Xxxxxx Counties, North Carolina, (iii) Oregon Secretary of State
Qualified to do business in: (i) Oregon, (ii) North Carolina,
(iii) Pennsylvania and (iv) Maryland.
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) Delaware
Secretary of State, (iii) Secretary of the Commonwealth of
Pennsylvania, (iv) Prothonotary of Xxxxxxxxxx and Philadelphia
Counties, Pennsylvania, and (v) North Carolina Secretary of State
THE FOLLOWING (#30-71) ARE BORROWERS THAT JOINED IN THE LOAN DOCUMENTS EFFECTIVE
WITH THE THIRD AMENDMENT TO LOAN INSTRUMENTS (3/12/98).
30. SOUTHERN HOME CARE SERVICES, 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: (i) Georgia and (ii) South Carolina Qualified
to do business in (other than state of incorporation): South Carolina
Any name, other than name of Corporation, used for conducting business
in the last five (5) years: X. Xxxxxx Management, Eldercare
UCC filing locations: (i) Kentucky Secretary of State, (ii) Clerk of
the Superior Court of Xxxxxx County Georgia, (iii) South Carolina
Secretary of State
31. GENERAL HEALTH CORPORATION
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
Any name, other than name of Corporation, used for conducting business
in the last five (5) years: Arizona Youth Associates, Inc.
UCC Filing Locations: (i) Kentucky Secretary of State, (ii) Arizona
Secretary of State
32. 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: N/A
UCC filing locations: (i) Kentucky Secretary of State and (ii) Missouri
Secretary of State
58
59
33. 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: Xxxxxxxx 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 Xxxxxxxx County, Missouri
34. 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: N/A
UCC filing locations: (i) Kentucky Secretary of State, (ii) Arizona
Secretary of State
35. 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: KY
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 location: Clerk of Jefferson County, Kentucky
36. 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: (i) Vanderburgh County, Indiana and (ii)
Warwick 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: Normal Life of Indiana, Inc.
UCC filing locations: (i) Kentucky Secretary of State, (ii) Indiana
Secretary of State and (iii) Clerk of Vanderburgh County, Indiana
37. NORMAL LIFE OF CENTRAL INDIANA, INC.
State of incorporation: Indiana
59
60
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)Vigo, (ii) Xxxxxxxx, (iii) Clay and (iv)
Xxxxxxxxxx Counties, Indiana
Qualified to do business in (other than state of incorporation):
Any name, other than name of Corporation, used for conducting business
in the last five (5) years: Normal Life of Sheridan, Inc.; Normal Life
of Terre Haute, Inc. (merger)
UCC filing locations: (i) Kentucky Secretary of State, (ii) Indiana
Secretary of State, (iii) Clerk of Vigo County, Indiana and (iv)
Clerk of Xxxxxxxx County, Indiana
38. 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: (i) Xxxxxxxxx Xxxxxx, (ii) Orleans Parish and
(iii) St. Xxxxxxx 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: N/A
UCC filing locations: (i) Kentucky Secretary of State and (ii)
Clerk of Xxxxxxxxx Xxxxxx, Louisiana
39. 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: (i) Lafayette Parish and (ii) St. Landry
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: N/A
UCC filing locations: (i) Kentucky Secretary of State and (ii) Clerk of
Lafayette Parish, Louisiana
40. NORMAL LIFE OF LAKE XXXXXXX, 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: (i) Calcasieu Parish, (ii) Xxxxxxxxxx Parish
and (iii) Xxxxxx 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: N/A
UCC filing locations: (i) Kentucky Secretary of State and (ii) Clerk of
Calcasieu Parish, Louisiana
60
61
41. RES-CARE FLORIDA, INC., F/K/A 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: (i) Pinellas and (ii) Hillsborough Counties,
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: Normal Life of Florida, Inc.
UCC filing locations: (i) Kentucky Secretary of State, (ii) Florida
Secretary of State, (iii) Clerk of Pinellas County, Florida and (iv)
Clerk of Hillsborough County, Florida
42. 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: Jefferson County, Kentucky
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) Jefferson County, Kentucky
43. 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: (i) Cameron, (ii) Val Verde, (iii) Tarrant,
(iv) Collin, (v) Xxxxx, (vi) Xxxxxx, (vii) El Paso, (viii) Xxxx, (ix)
Xxxxxxx and (x) Dallas Counties, 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: N/A
UCC filing locations: (i) Kentucky Secretary of State and (ii) Texas
Secretary of State
44. 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: None
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 and (ii) New
Mexico Secretary of State
45. NORMAL LIFE OF TENNESSEE, INC.
State of incorporation: Tennessee
61
62
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 (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 and (ii)
Tennessee Secretary of State
46. 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: N/A
UCC filing locations: (i) Kentucky Secretary of State and (ii) Clerk of
Xxxxxxxxx Xxxxxx, Louisiana
47. 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: N/A
UCC filing locations: (i) Kentucky Secretary of State and (ii) Clerk of
Xxxxxxxxx Xxxxxx, Louisiana
48. 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, (ii) Vigo, (iii) Xxxxxxxx,
(iv) Xxxxxxx, (v) Clay and (vi) Xxxxxxxxxx Counties, 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: N/A
UCC filing locations: (i) Kentucky Secretary of State, (ii) Indiana
Secretary of State, (iii) Clerk of Vanderburgh County, Indiana, (iv)
Clerk of Vigo County, Indiana and (v) Clerk of Xxxxxxxx County, Indiana
49. NORMAL LIFE OF CALIFORNIA, INC.
62
63
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: (i) San Louis Obispo and (ii) Ventura
Counties, 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: N/A
UCC filing locations: (i) Kentucky Secretary of State and (ii)
California Secretary of State
50. 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: (i) Xxxxxx, (ii) Loundes, (iii) DeKalb, (iv)
Gwinett, (v) Xxxxxxx and (vi) Forsyth Counties, 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 and (ii) Clerk of
Superior Court of Xxxxxx County, Georgia
51. 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: None
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: Jefferson County, Kentucky
52. 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
Location of Operations: Delaware
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 and (ii) Delaware
Secretary of State
53. NORMAL LIFE OF OHIO, INC.
State of incorporation: Ohio
Location of principal office and records: 00000 Xxxx Xxxxxxx Xxxx
Xxxxxxxxxx, Xxxxxxxx
63
64
Qualified/not qualified to do business in Kentucky: Not qualified
Locations of operations: None
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) Ohio
Secretary of State and (iii) Clerk of Cuyahoga County, Ohio
54. 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
55. 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
56. 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
57. 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
64
65
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. 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
59. 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
60. 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
61. 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
65
66
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
62. 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
63. 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
64. 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 and (iii) Clerk of Polk County, Missouri
65. FORT XXXXX 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
66
67
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
66. 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
67. 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
68. 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
69. OAKVIEW ESTATES 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: 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
67
68
(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. 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 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
71. 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 and 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
THE FOLLOWING (#72-73) ARE BORROWERS THAT JOINED IN THE LOAN DOCUMENTS EFFECTIVE
WITH THE 1998 AMENDED AND RESTATED LOAN AGREEMENT (6/30/98):
72. RES-CARE WASHINGTON, 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: Seattle, Washington, and Puyallup, Washington
Qualified to do business in (other than state of incorporation):
Washington
Any name, other than name of Corporation, used for conducting business
in the last five (5) years: Creative Living Service
UCC filing locations: (i) Kentucky Secretary of State and (ii)
Washington Secretary of State
73. RES-CARE ALABAMA, 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: Birmingham, Demopolis, Jasper, Xxxxxx, Xxxxxx,
and Irondale
68
69
Qualified to do business in (other than state of incorporation):
Alabama
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) Alabama
Secretary of State, (iii) Clerk of Xxxxxx County (iv) Clerk of
Jefferson County and (v) Clerk of Marengo County
THE FOLLOWING (#74-85) ARE BORROWERS THAT JOINED IN THE LOAN DOCUMENTS EFFECTIVE
WITH THE 1999A AMENDED AND RESTATED LOAN AGREEMENT (6/_/99):
74. TANGRAM REHABILITATION NETWORK, 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: Xxxxxxx, San Xxxxxx, Seguin, Texas (counties -
Guadalupe, Hays, and Xxxxxxxx)
Qualified to do business in: N/A
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) Texas
Secretary of State.
75. TEXAS COMMUNITY ALTERNATIVES LIMITED PARTNERSHIP
State of partnership: Kentucky
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: OK (various)
Qualified to do business in: Texas
Any name, other than name of Corporation, used for conducting business
in the last five (5) years: Texas Home Management, Inc.; RSCR Texas,
Inc.; Community Alternatives Texas, Inc.; Willows Developmental Center;
Canton Residential Center; Childrens Center of Austin; Alternative
Business Service
UCC filing locations: (i) Jefferson County, Kentucky (ii) Kentucky
Secretary of State, (iii) Texas Secretary of State.
76. BUMPERSHOOT ENTERPRISES, 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: Riverside, CA
Qualified to do business in: N/A
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) California Secretary of State
77. XX XXXXXX CORPORATION D/B/A TEXAS LIVING CENTERS
69
70
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: Garland, Mesquite, Dallas, Rowlett, Texas
(counties - Dallas and Rockwall)
Qualified to do business in: N/A
Any name, other than name of Corporation, used for conducting business
in the last five (5) years: Texas Living Centers
UCC filing locations: (i) Kentucky Secretary of State, (ii) Texas
Secretary of State.
78. ALTERNATIVE XXXXXXX, XXX.
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: Grand Terrace, CA
Qualified to do business in: N/A
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) California
Secretary of State.
79. ROCKCREEK, 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: Los Angeles and San Bernardino Counties, CA
Qualified to do business in: N/A
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) California
Secretary of State.
80. ACCESS, INC.
State of incorporation: North Carolina
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: Hickory, NC
Qualified to do business in: N/A
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) North
Carolina Secretary of State and (iii) Catawba County, North Carolina.
81. RESCARE PREMIER CANADA, INC.
State of incorporation: Ontario, Canada
Location of principal office and records: 00000 Xxxx Xxxxxxx Xxxx
Xxxxxxxxxx, Xxxxxxxx
Qualified/not qualified to do business in Kentucky: Not qualified
70
71
Locations of operations: Ontario, Niagara-on-the-Lake
Qualified to do business in: N/A
Any name, other than name of Corporation, used for conducting business
in the last five (5) years: Anagram
UCC filing locations: (i) Kentucky Secretary of State, (ii) Ontario,
Canada.
82. OPTIMAL SPACE, INC.
State of incorporation: Ontario, Canada
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: Ontario, Niagara-on-the-Lake
Qualified to do business in: N/A
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) Ontario,
Canada.
83. J&J CARE CENTERS, 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: Penryn, CA (Placer County)
Qualified to do business in: N/A
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) California
Secretary of State.
84. RAISE GEAUGA, 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: Geauga County
Qualified to do business in: N/A
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) Ohio
Secretary of State and (iii) Geauga County, Ohio
85. COMMUNITY ALTERNATIVES 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: Vermilion and Xxxxxxx Counties
Qualified to do business in: Illinois
Any name, other than name of Corporation, used for conducting business
in the last five (5) years: N/A
71
72
UCC filing locations: (i) Kentucky Secretary of State, (ii) Delaware
Secretary of State and (iii) Illinois Secretary of State
86. PEOPLE SERVE, INC.
State of incorporation: Delaware
Location of principal office and records: 00000 Xxxx Xxxxxxx Xxxx
Xxxxxxxxxx, Xxxxxxxx 00000
Qualified/not qualified to do business in Kentucky: Not qualified
Locations of operations: Multiple locations in Ohio
Qualified to do business in: Ohio
Any name, other than name of Corporation, used for conducting
business in the last five (5) years: VOCA Holdings, Inc.
UCC filing locations: (i) Kentucky Secretary of State, (ii) Delaware
Secretary of State and (iii) Ohio Secretary of State.
87. P.S.I. HOLDINGS, INC.
State of incorporation: Ohio
Location of principal office and records: 00000 Xxxx Xxxxxxx Xxxx
Xxxxxxxxxx, Xxxxxxxx 00000
Qualified/not qualified to do business in Kentucky: Not qualified
Locations of operations: None
Qualified to do business in: 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 and (ii) Ohio
Secretary of State.
88. VOCA CORP
State of incorporation: Ohio
Location of principal office
and records: 00000 Xxxx Xxxxxxx Xxxx
Xxxxxxxxxx, Xxxxxxxx 00000
Qualified/not qualified to do
business in Kentucky: Not qualified
Locations of operations: New Castle Co., DE., Seneca Co., OH,
Franklin Co., OH, Xxxxxxxxxx Co., OH,
Madison Co., OH, Ottawa Co., OH, Gallia
Co., OH, Xxxxxxxx Co., OH, Carrsee Co.,
OH, Xxxxx Co., OH, and Higland Co., OH
Qualified to do business in: Delaware, Washington D.C., Indiana,
Maryland, Missouri, New Jersey, North
Carolina, Tennessee, West Virginia.
Any name, other than name of Corporation, used for conducting business
in the last five (5) years: VOCA Corporation
UCC filing locations: (i) Kentucky Secretary of State, (ii) Ohio
Secretary of State and (iii) Delaware Secretary of State.
72
73
89. VOCA CORPORATION OF AMERICA
State of incorporation: Ohio
Location of principal office
and records: 00000 Xxxx Xxxxxxx Xxxx
Xxxxxxxxxx, Xxxxxxxx 00000
Qualified/not qualified to do business in Kentucky: Not qualified
Locations of operations: None
Qualified to do business in: 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 and (ii) Ohio
Secretary of State.
90. VOCA CORPORATION OF FLORIDA
State of incorporation: Florida
Location of principal office and records: 00000 Xxxx Xxxxxxx Xxxx
Xxxxxxxxxx, Xxxxxxxx 00000
Qualified/not qualified to do business in Kentucky: Not qualified
Locations of operations: Xxxxxxxx, Xxxx Xxxxx Xxxx, Xxxxxxxxx and St.
Petersburg, Florida
Qualified to do business in: 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 and (ii) Florida
Secretary of State
91. VOCA CORPORATION OF INDIANA
State of incorporation: Indiana
Location of principal office and records: 00000 Xxxx Xxxxxxx Xxxx
Xxxxxxxxxx, Xxxxxxxx 00000
Qualified/not qualified to do business in Kentucky: Not qualified
Locations of operations: Indianapolis, Ft. Xxxxx (Xxxxx Co.), Xxxxxxx
Co., Koscuslco Co., Muncie (Delaware Co.)
Jefferson Co., Dearborn Co., Xxxxxxxx Co.,
Xxxxx Co.
Qualified to do business in: None
Any name, other than name of Corporation, used for conducting business
in the last five (5) years: RMS of Indiana, Inc.
UCC filing locations: (i) Kentucky Secretary of State and (ii) Indiana
Secretary of State.
92. VOCA OF INDIANA LLC
State of incorporation: Indiana
Location of principal office and records: 00000 Xxxx Xxxxxxx Xxxx
Xxxxxxxxxx, Xxxxxxxx 00000
Qualified/not qualified to do business in Kentucky: Not qualified
Locations of operations: None
Qualified to do business in: None
Any name, other than name of Corporation, used for conducting business
in the last five
73
74
(5) years: N/A
UCC filing locations: (i) Kentucky Secretary of State, and (ii)
Indiana Secretary of State.
93. VOCA CORPORATION OF MARYLAND
State of incorporation: Maryland
Location of principal office and records: 00000 Xxxx Xxxxxxx Xxxx
Xxxxxxxxxx, Xxxxxxxx 00000
Qualified/not qualified to do business in Kentucky: Not qualified
Locations of operations: Xxxxxx, Xxxxxx, Hyattsville, and Adelphi,
Maryland
Qualified to do business in: 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, and (ii)
Maryland Department of Assessments and Taxation.
94. VOCA CORPORATION OF NEW JERSEY
State of incorporation: New Jersey
Location of principal office and records: 00000 Xxxx Xxxxxxx Xxxx
Xxxxxxxxxx, Xxxxxxxx 00000
Qualified/not qualified to do business in Kentucky: Not qualified
Locations of operations: Medford (Burlington Co.), W. Trenton,
Tabernacle (Burlington Co.), Seaville (Cape
May Co.), Cherry Hill, Cumberland, Xxxxxxxx,
Xxxxx Township, Manchester Township and
Marlton (Burlington Co.), New Jersey.
Qualified to do business in: 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 and (ii) New
Jersey
95. VOCA CORPORATION OF NORTH CAROLINA
State of incorporation: North Carolina
Location of principal office and records: 00000 Xxxx Xxxxxxx Xxxx
Xxxxxxxxxx, Xxxxxxxx 00000
Qualified/not qualified to do business in Kentucky: Not qualified
Locations of operations: Charlotte, Raleigh, Greensboro, Durham,
Smithfield, Sanford, Boone, Wilkesboro,
Apex, Banner Elk, Hickory Xxxxxx, Morganton,
Shelby, Forest City, Gastonia, Ashurtle,
Dallas, Lincolnton, Granite Falls,
Rutherfordton, Xxxxx Springs, Furguay Varina
and Apex, North Carolina.
Qualified to do business in: 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 and (ii) North
Carolina Secretary of State.
74
75
96. VOCA CORPORATION OF OHIO
State of incorporation: Ohio
Location of principal office and records: 00000 Xxxx Xxxxxxx Xxxx
Xxxxxxxxxx, Xxxxxxxx 00000
Qualified/not qualified to do business in Kentucky: Not qualified
Locations of operations: Cadiz, Masillon, St. Xxxxxxxxxxx, Canton,
Louisville, Columbus, Marietta, Marion,
Ohio.
Qualified to do business in: 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 and (ii) Ohio
Secretary of State.
97. VOCA CORPORATION OF WASHINGTON, D.C.
State of incorporation: D.C.
Location of principal office and records: 00000 Xxxx Xxxxxxx Xxxx
Xxxxxxxxxx, Xxxxxxxx 00000
Qualified/not qualified to do business in Kentucky: Not qualified
Locations of operations: D.C.
Qualified to do business in: 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, and (ii)
District of Columbia.
98. VOCA CORPORATION OF WEST VIRGINIA, INC.,
State of incorporation: X.Xx.
Location of principal office and records: 00000 Xxxx Xxxxxxx Xxxx
Xxxxxxxxxx, Xxxxxxxx 00000
Qualified/not qualified to do business in Kentucky: Not qualified
Locations of operations: Beckley, Princeton, Accoville, Lewisburg,
Morgantown, Clarksburg, Fairmont,
Huntington, Charleston, Summersville,
Kenova, Amberstdale and Oak Hill, West
Virginia
Qualified to do business in: 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, and (ii)
West Virginia Secretary of State.
99. VOCA RESIDENTIAL SERVICES, INC.
State of incorporation: Ohio
Location of principal office and records: 00000 Xxxx Xxxxxxx Xxxx
Xxxxxxxxxx, Xxxxxxxx 00000
Qualified/not qualified to do business in Kentucky: Not qualified
Locations of operations:
Qualified to do business in: IN, DC, NC
75
76
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 and (ii)
Ohio Secretary of State.
100. EDUCARE COMMUNITY LIVING CORPORATION - AMERICA
State of incorporation: Delaware
Location of principal office and records: 00000 Xxxx Xxxxxxx Xxxx
Xxxxxxxxxx, Xxxxxxxx 00000
Qualified/not qualified to do business in Kentucky: Not qualified
Locations of operations: None
Qualified to do business in: Texas
Any name, other than name of Corporation, used for conducting business
in the last five (5) years: EduCare Community Living Corporation
UCC filing locations:(i) Kentucky Secretary of State and (ii)
Delaware Secretary of State.
101. EDUCARE COMMUNITY LIVING CORPORATION - GULF COAST
State of incorporation: Texas
Location of principal office and records: 00000 Xxxx Xxxxxxx Xxxx
Xxxxxxxxxx, Xxxxxxxx 00000
Qualified/not qualified to do business in Kentucky: Not qualified
Locations of operations: Houston, League City, Katy, Cypress, Alvin,
Pearland and Friendwood, TX.
Qualified to do business in: 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) Texas
Secretary of State.
102. EDUCARE COMMUNITY LIVING CORPORATION - MISSOURI
State of incorporation: Missouri
Location of principal office and records: 00000 Xxxx Xxxxxxx Xxxx
Xxxxxxxxxx, Xxxxxxxx 00000
Qualified/not qualified to do business in Kentucky: Not qualified
Locations of operations: Aurora, Bolivia, Jefferson City, El Dorado,
Clinton and Joplin, Missouri
Qualified to do business in: 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.
103. EDUCARE COMMUNITY LIVING CORPORATION - TEXAS
State of incorporation: Texas
Location of principal office and records: 00000 Xxxx Xxxxxxx Xxxx
Xxxxxxxxxx, Xxxxxxxx 00000
Qualified/not qualified to do business in Kentucky: Not qualified
Locations of operations: Austin, San Antonio, Beaumont, Flower
Mountain, Xxxxxx,
76
77
Ft. Worth, Sequin, Dallas, El Paso, Grand
Prairie, Edinburg, Paris, McAllen, Live Oak,
Converse, Krum, Alvarado, Sanger and
Cleburne, Texas.
Qualified to do business in: 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) Texas
Secretary of State.
104. EDUCARE COMMUNITY LIVING CORPORATION - NEW MEXICO
State of incorporation: New Mexico
Location of principal office and records: 00000 Xxxx Xxxxxxx Xxxx
Xxxxxxxxxx, Xxxxxxxx 00000
Qualified/not qualified to do business in Kentucky: Not qualified
Locations of operations: Las Cruces, Albuquerque, Alamagordo, Rio
Rancho, Carlsbad and Farmington, New Mexico
Qualified to do business in: 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, and (ii) New
Mexico Secretary of State.
105. EDUCARE COMMUNITY LIVING CORPORATION - NORTH CAROLINA
State of incorporation: North Carolina
Location of principal office and records: 00000 Xxxx Xxxxxxx Xxxx
Xxxxxxxxxx, Xxxxxxxx 00000
Qualified/not qualified to do business in Kentucky: Not qualified
Locations of operations: Apex, Raleigh, Burlington, Rocky Mount,
Concord, Kannapolis, Charlotte, Greensboro,
Xxxxxxxxx, Xxxx, Xxxxxx, Roanoke, Rapids,
Eden, Gastonia, and Mattews, North Carolina
Qualified to do business in: 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) North
Carolina Secretary of State.
106. EDUCARE COMMUNITY LIVING CORPORATION - NEVADA
State of incorporation: Nevada
Location of principal office and records: 00000 Xxxx Xxxxxxx Xxxx
Xxxxxxxxxx, Xxxxxxxx 00000
Qualified/not qualified to do business in Kentucky: Not qualified
Locations of operations: Xxxxxx City, Reno, Elks, Fallon, Sparks, and
Las Vegas, Nevada
Qualified to do business in: None
Any name, other than name of Corporation, used for conducting
business in the last five
77
78
(5) years: N/A
UCC filing locations: (i) Kentucky Secretary of State, (ii) Nevada
Secretary of State.
107. THE CITADEL GROUP, INC.
State of incorporation: Texas
Location of principal office and records: 00000 Xxxx Xxxxxxx Xxxx
Xxxxxxxxxx, Xxxxxxxx 00000
Qualified/not qualified to do business in Kentucky: Not qualified
Locations of operations: Angleton, Austin, El Paso, Brownsville, Ft.
Worth, Rosenberg, Edenberg, San Antonio, and
Texas City, Texas.
Qualified to do business in:
Any name, other than name of Corporation, used for conducting business
in the last five (5) years: Citadel Mental Health Service
UCC filing locations: (i) Kentucky Secretary of State, (ii) Texas
Secretary of State.
108. B.W.J. OPPORTUNITY CENTER, INC.
State of incorporation: Texas
Location of principal office and records: 00000 Xxxx Xxxxxxx Xxxx
Xxxxxxxxxx, Xxxxxxxx 00000
Qualified/not qualified to do business in Kentucky: Not qualified
Locations of operations: None
Qualified to do business in: 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) Texas
Secretary of State.
78
79
EXHIBIT A
Exhibit A
to Stock Pledge Agreement (Res-Care)
between Res-Care, Inc.
and
PNC Bank, National Association,
AS ADMINISTRATIVE BANK
I. PLEDGED SHARES DELIVERED TO ADMINISTRATIVE BANK AS OF 12/31/96
[CAPTION]
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.
79
80
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.
Res-Care 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 (3/12/98)
Southern Home Care Services, Inc. 2 1,543 Res-Care, Inc.
Normal Life, Inc. 97 906,833 Res-Care, Inc.
IV. PLEDGED SHARES DELIVERED TO ADMINISTRATIVE BANK AS OF 1999A AMENDMENT CLOSING
DATE (6/__/99)
80
81
Tangram 1111 Res-Care, Inc.
Xxxxxx 1111 4 1,000 Normal Life of
Texas, Inc.
Alternative Choices 1111 2 10,000 RSCR California, Inc.
Rockcreek 1111 3 200 RSCR California, Inc.
Access 1111 6 16,500 Community Network
Consultants
Communications Network Consultants 1111 Res-Care, Inc.
Optimal Space 1111 Res-Care, Inc.
J & J 1111 4 20,000 Res-Care, Inc.
Raise Geauga 1111 2 100 Res-Care Ohio, Inc.
Community Alt. Illinois 1111 1 1,000 Res-Care, Inc.
General Health 1111 10 4,000 Alternative Youth Services,
Inc.
Bumpershoot 1111 4 3 RSCR California, Inc.
81