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EXHIBIT 10.19
SECOND AMENDMENT TO LOAN INSTRUMENTS
This Second Amendment to Loan Instruments (the "Second Amendment"), is
made and entered into as of the 20th day of November, 1997, by and among (i)
(a) PNC BANK, KENTUCKY, INC., a Kentucky banking corporation with principal
office and place of business in Louisville, Kentucky ("PNC"), (b) NATIONAL CITY
BANK OF KENTUCKY, a national banking association with principal office and
place of business in Louisville, Kentucky ("National City"), (c) SUNTRUST BANK,
NASHVILLE, N.A., a national banking association with principal office and place
of business in Nashville, Tennessee ("SunTrust"), (d) BANK ONE, KENTUCKY, NA, a
national banking association with principal office and place of business in
Louisville, Kentucky ("Bank One"), and (e) WACHOVIA BANK, N.A., a national
banking association with principal office and place of business in Atlanta,
Georgia ("Wachovia") (PNC, National City, SunTrust, Bank One and Wachovia are
hereinafter collectively referred to as the "Banks", and each is hereinafter
individually referred to as a "Bank"); (ii) PNC BANK, KENTUCKY, INC., in its
capacity as the administrative bank hereunder (in such capacity the
"Administrative Bank"); and (iii) RES-CARE, INC., a Kentucky corporation with
principal office and place of business in Louisville, Kentucky ("Res-Care") and
each of the Consolidated Subsidiaries of Res-Care identified on Schedule 1
hereto (Res-Care and each Consolidated Subsidiary, a "Borrower," and all of the
foregoing collectively, the "Borrowers").
PRELIMINARY STATEMENT
A. The Existing Borrowers (defined herein) obtained from PNC, National
City, SunTrust and Bank One certain credit accommodations pursuant to a Loan
Agreement dated as of December 23, 1996 (the "Old Loan Agreement") including
the following: (i) a revolving line of credit in the principal amount of Sixty
Five Million Dollars ($65,000,000) (the "Original Revolving Credit Facility"),
(ii) a commitment to issue letters of credit for the account of the Borrowers
in an aggregate outstanding amount of up to Ten Million Dollars ($10,000,000)
and (iii) a swing revolving line of credit in the principal amount of Seven
Million Five Hundred Thousand Dollars ($7,500,000) (the "Original Swing Line
Credit Facility").
B. The Borrowers, the Administrative Bank and the Banks amended the
Old Loan Agreement pursuant to a First Amendment to Loan Instruments dated as
of June 23, 1997 (the "First Amendment to Loan Instruments"), providing for,
among other things, the increase of the principal amount of the Original
Revolving Credit Facility to One Hundred Million Dollars ($100,000,000), (ii)
the increase of the principal amount of the Original Swing Line Credit Facility
to Twelve Million Five Hundred Thousand Dollars ($12,500,000), (iii) the
amendment of certain financial covenants and (iv) the addition of the New
Borrowers as parties to the Loan Instruments. The Old Loan Agreement, as
amended by the First Amendment to Loan Instruments, is referred to as the "Loan
Agreement." Each capitalized term used herein, unless otherwise expressly
defined herein, shall have the meaning set forth in the Loan Agreement.
C. The Borrowers wish to amend the Loan Agreement and the Loan
Instruments to allow the Borrowers to incur certain subordinated indebtedness
under Section 8.2 of the Loan
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Agreement and to make certain other amendments. The Banks are agreeable to such
amendments, upon satisfaction of the terms and conditions set forth herein.
Now, therefore, in consideration of the premises and the mutual
covenants and agreements set forth herein and in the Loan Agreement and for
other good and valuable consideration, the mutuality, receipt and sufficiency
of which are hereby acknowledged, the parties hereby agree as follows:
I. AMENDMENTS TO LOAN AGREEMENT
A. SECTION 1 - DEFINITIONS AND CROSS REFERENCE. The following
definitions and provisions of Section 1 of the Loan Agreement are hereby
amended and restated and/or added as follows:
1.32 "Contingent Obligations" means, with respect to the
Borrowers, any direct or indirect liability, contingent or otherwise
(excluding all transactions which, on a consolidated basis under GAAP,
should be eliminated) of the Borrowers, (i) with respect to any
indebtedness, lease, dividend, letter of credit or other obligation of
another if the primary purpose or intent thereof by the Borrowers is
to provide assurance to the obligee of such obligation of another that
such obligation of another will be paid or discharged, or that any
agreements relating thereto will be complied with, or that the holder
of such obligation will be protected (in whole or in part) against
loss in respect thereof, or (ii) under any letter of credit issued for
the account of the Borrowers or for which the Borrowers are otherwise
liable for reimbursement thereof, or (iii) under interest rate swap
agreements, interest rate collar agreements or other similar
arrangements providing interest rate protection. Contingent
Obligations shall include, without limitation, (a) the direct or
indirect guaranty, endorsement (otherwise than for collection or
deposit in the ordinary course of business), co-making, discounting
with recourse or sale with recourse by the Borrowers of the obligation
of another, and (b) any liability of the Borrowers for the obligations
of another through any agreement (contingent or otherwise) (1) to
purchase, repurchase, or otherwise acquire such obligation or any
security therefor, or to provide funds for the payment or discharge of
such obligation (whether in the form of loans, advances, stock
purchases, capital contributions or otherwise), (2) to maintain the
solvency of any balance sheet item, level of income or financial
condition of another, or (3) to make take-or-pay or similar payments
if required regardless of non-performance by any other party or
parties to an agreement, in the case of any agreement described under
subclauses (1), (2) or (3) of this sentence the primary purpose or
intent thereof is as described in clause (i) of the preceding
sentence. The amount of any Contingent Obligation, as at any time of
determination, shall be equal to the amount of the obligation so
guaranteed or otherwise supported at such time of determination which
amount shall be deemed to be the amount of such obligation guaranteed,
as reasonably estimated by the Borrowers, if such amount cannot be
specifically determined at the time of determination. A schedule of
the Contingent Obligations of Res-Care as of the Second Amendment
Closing Date is attached to the Second Amendment as Schedule 1.32.
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1.121 "Existing Borrowers" means any and all Borrowers party
to the Loan Agreement as of June 23, 1997, but does not currently
include the entities listed on Schedule 1.122 attached to the Second
Amendment.
1.122 "New Borrowers" means certain Subsidiaries created or
acquired since June 23, 1997, specifically identified as Res-Care
Aviation, Inc., Communications Network Consultants, Inc., and The
Academy for Individual Excellence, Inc., and Res-Care Other Options,
Inc., but does not currently include the entities listed on Schedule
1.122 attached to the Second Amendment.
1.123 "Convertible Subordinated Notes" means the Convertible
Subordinated Notes of Res-Care in the principal amount not exceeding
$115,000,000, which meet all of the criteria set forth in Section 8.2
hereof.
1.124 "Second Amendment" means the Second Amendment to Loan
Instruments made and entered into as of November 20, 1997, by and
among the Banks, the Administrative Bank and the Borrowers.
1.125 "Second Amendment Closing Date" means the date on which
the Second Amendment to Loan Instruments has been executed and
delivered by the parties thereto, November 20, 1997.
▇. ▇▇▇▇▇▇▇ ▇ - ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇.
(1) Section 8.1 Merger and Other Extraordinary Events. Section 8.1 is
hereby amended by deleting the word "Banks" in the second line thereof and
substituting therefor "Majority Banks (as defined in Section 15.11 hereof)".
(2) Section 8.2 of the Loan Agreement is hereby amended and restated
as follows:
"8.2 Indebtedness, etc. The Borrowers will not, without the
prior written consent of the Majority Banks, directly or indirectly,
create, incur, assume, guarantee, agree to purchase or repurchase or
provide funds in respect of, or otherwise become liable with respect
to any Indebtedness other than:
(i) The Revolving Credit Facility;
(ii) The Swing Line Credit Facility;
(iii) The Equipment Leases in the aggregate amount not
exceeding Two Million Five Hundred Thousand Dollars ($2,500,000);
(iv) The ▇▇▇▇▇▇▇ Note;
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(v) 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;
(vi) (A) Promissory notes or other evidence of indebtedness
issued by one or more of the Borrowers as all or part of the Business
Combination Consideration in connection with a Permitted Business
Combination, or (B) purchase money indebtedness incurred or assumed by
the Borrowers in connection with acquisition of tangible and
intangible personal and real property acquired other than in
connection with a Permitted Business Combination, to the extent that
such tangible and intangible personal and real property are to be used
by the Borrowers in businesses permitted under Section 8.5 hereof;
provided that the aggregate amount of indebtedness described in (B) of
this Section 8.2(vi) shall not exceed Five Million Dollars
($5,000,000); and provided further that the aggregate amount of
indebtedness described in (A) and (B) of this Section 8.2(vi) shall
not exceed Fifteen Million Dollars ($15,000,000);
(vii) The advances, loans and guarantees permitted under
Section 8.12 hereof; and
(viii) 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."
(3) Section 8.4 Mortgages, Liens, Encumbrances, Security
Interests, Etc. Section 8.4 is hereby amended by deleting the word "Banks" in
the second line thereof and substituting therefor "Majority Banks (as defined in
Section 15.11 hereof)".
(4) Section 8.5 Nature of Businesses. Section 8.5 is hereby
amended by deleting the word "Banks" in the second line thereof and substituting
therefor "Majority Banks (as defined in Section 15.11 hereof)".
(5) Section 8.9 Ratio of Indebtedness to Cash Flow from
Operations. A new sentence is added at the end of Section 8.9 as follows:
"For purposes of determining the ratio of Indebtedness to
Cash Flow from Operations under this Section 8.9, the
Borrowers, if they so elect, may reduce Indebtedness by an
amount equal to the difference (if positive) between (i) the
Borrowers' cash and (ii) $10,000,000."
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(6) Section 8.11 Permitted Business Combinations. Section 8.11 is
hereby amended deleting the word "Banks" in the second line thereof and
substituting therefor "Majority Banks (as defined in Section 15.11 hereof)".
Section 8.11 is further amended by amending and restating clause (iv) thereof
as follows:
"(iv) the Business Combination Consideration associated with
the proposed Business Combination plus the aggregate Business
Combination Consideration associated with Permitted Business
Combinations that have been completed in 1997 does not exceed One
Hundred Million Dollars ($100,000,000);"
(7) Section 8.12 Loans, Advances and Guaranties by Borrowers.
Section 8.12 is hereby amended by deleting the word "Banks" in the second line
thereof and substituting therefor "Majority Banks (as defined in Section 15.11
hereof)".
(8) Section 8.14 A new Section 8.14 is added to the Loan Agreement
as follows:
"Section 8.14 Redemption of Convertible Subordinated Notes.
Without prior written consent of the Majority Banks, the Convertible
Subordinated Notes may not be redeemed unless (i) Res-Care has entered
into a standby underwriting agreement with a nationally-recognized
underwriter acceptable to Administrative Bank, which underwriting
agreement provides for the issuance of additional common or preferred
shares or indebtedness subordinated to the Obligations in an amount
sufficient to redeem the Convertible Subordinated Notes or (ii)
Res-Care's common stock has traded at a price at least equal to or
exceeding 140% of the then applicable conversion price for the
Convertible Subordinated Notes for at least 20 consecutive trading
days ending within five days prior to the notice of redemption."
C. SCHEDULE 1 - LIST OF BORROWERS OTHER THAN RES-CARE. Schedule 1 is
hereby amended and replaced in its entirety by Schedule 1 attached to this
Second Amendment.
D. SCHEDULE 1.122 - LIST OF CERTAIN ENTITIES WHICH CURRENTLY ARE NOT
INCLUDED IN DEFINITION OF BORROWERS OR NEW BORROWERS. Schedule 1.122 is hereby
amended and replaced in its entirety by Schedule 1.122 attached hereto.
E. SCHEDULE 6.7 - INDEBTEDNESS. Schedule 6.7 is hereby amended and
restated in its entirety by Schedule 6.7 attached hereto.
F. SCHEDULE 6.13 - CONSOLIDATED SUBSIDIARIES OF RES-CARE, INC..
Schedule 6.13 is hereby amended and restated in its entirety by Schedule 6.13
attached hereto.
G. RATIFICATION. The Loan Agreement, as amended by this Second
Amendment, remains in full force and effect and the Borrower reaffirms and
ratifies its obligations under the Loan Agreement, as amended by this
Second Amendment.
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II. AMENDMENT OF STOCK PLEDGE AGREEMENT
A. EXHIBIT A TO STOCK PLEDGE AGREEMENT. Exhibit A to the Stock
Pledge Agreement is amended and restated in its entirety by Exhibit A to this
Second Amendment.
B. DELIVERY OF STOCK CERTIFICATES TO ADMINISTRATIVE BANK.
Res-Care covenants to deliver or to cause to be delivered the pledged share
certificates identified in Section II of Exhibit A to the Stock Pledge
Agreement, as amended, to the Administrative Bank on the Second Amendment
Closing Date.
C. RATIFICATION. The Stock Pledge Agreement, as amended by this
Second Amendment, remains in full force and effect and Res-Care reaffirms and
ratifies its obligations under the Stock Pledge Agreement, as amended by this
Second 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 Second Amendment. Additionally,
each of the New Borrowers, as of the date of the Second Amendment, shall have
executed and delivered to the Administrative Bank a Security Agreement and
UCC-1 financing statements in favor of the Banks, in form and substance
satisfactory to the Banks.
IV. CLOSING CONDITIONS
The establishment of the Revolving Credit Facility by the Banks in
favor of the Borrowers, the obtaining of the Revolving Credit Loans and/or
Letters of Credit by the Borrowers thereunder, the making of the Swing Line
Loans by PNC to the Borrowers, all as amended by this Second Amendment, are
subject to the satisfaction of all the following conditions (in addition to the
conditions set forth in the Loan Agreement):
A. CONDITIONS TO CLOSING OF THE SECOND 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 Second
Amendment Closing Date, the Banks shall have received the following from the
Borrowers, dated the Second Amendment Closing Date or such other date as shall
be acceptable to the Banks:
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(1) This Second 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 as identified below, and
executed blank stock powers appended thereto:
Res-Care Aviation, Inc.*
Communications Network Consultants, Inc.*
The Academy for Individual Excellence, Inc.
Res-Care Other Options, Inc.
*Already delivered to Administrative Bank.
(3) Security Agreements, executed and delivered by all Subsidiaries
acquired or created by all New Borrowers, as identified below:
Res-Care Aviation, Inc.*
Communications Network Consultants, Inc.*
The Academy for Individual Excellence, Inc.
Res-Care Other Options, Inc.
*Already delivered to Administrative Bank.
(4) UCC-1 financing statements appropriate for filing in
filing offices designated by the Administrative Bank, executed and delivered by
all New Borrowers acquired or created by the Borrowers since June 23, 1997, as
identified below:
Res-Care Aviation, Inc.
Communications Network Consultants, Inc.
The Academy for Individual Excellence, Inc.
Res-Care Other Options, Inc.
(5) The Indenture.
(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 23, 1997, and Resolutions of the Board of Directors of Res-Care
authorizing such Borrower's execution, delivery and performance of the Second
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.
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(7) A Certificate of the Secretary or Assistant Secretary of
each New Borrower certifying as to the authenticity, completeness and accuracy
of, and attaching copies of their respective Certificates of Incorporation and
Bylaws, together with any amendments thereto, and Resolutions of the Board of
Directors of each New Borrower authorizing such New Borrower's execution,
delivery and performance of the Second Amendment and any other Loan Instruments
to which such New Borrower is a party, and certifying the names and true
signatures of the officers of such New Borrower authorized to execute and
deliver the Loan Instruments to which the New Borrower is a party, on behalf of
such New Borrower.
(8) An opinion from counsel to the Borrowers, in form and
substance satisfactory to the Banks, giving substantially the same opinions as
were given in connection with the execution and delivery of the Loan Agreement
dated as of June 23, 1997, but to be given with respect to the execution and
delivery of this Second Amendment.
(9) Such other documents as the Administrative Bank may
reasonably request.
V. REPRESENTATIONS AND WARRANTIES
A. REPRESENTATIONS AND WARRANTIES OF BORROWER AND CONSOLIDATED
SUBSIDIARIES. To induce the Banks to enter into this Second Amendment, the
Borrowers represent and warrant to the Banks as follows:
(1) Each Borrower has full power, authority, and capacity to
enter into this Second Amendment, and this Second 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 Second 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 Second 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.
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IN WITNESS WHEREOF, the Borrowers, the Banks and the Administrative
Bank have each caused this Second Amendment to be duly executed as of the date
and year first hereinabove written.
PNC BANK, KENTUCKY, INC.
("PNC")
/s/ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇
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By: ▇▇▇ ▇▇▇▇▇▇▇▇▇▇, Vice President
NATIONAL CITY BANK OF KENTUCKY
("National City")
/s/ ▇▇▇▇▇ ▇▇▇▇▇
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By: ▇▇▇▇▇ ▇▇▇▇▇, Vice President
SUNTRUST BANK, NASHVILLE, N.A.
("SunTrust")
/s/ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇
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By: ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, Group Vice President
BANK ONE, KENTUCKY, NA
("Bank One")
/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
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▇▇▇▇ ▇. ▇▇▇▇▇▇, Senior Vice President
WACHOVIA BANK, N.A.
("Wachovia")
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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By: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Banking Officer
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PNC BANK, KENTUCKY, INC.
(the "Administrative Bank")
/s/ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇
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By: ▇▇▇ ▇▇▇▇▇▇▇▇▇▇, Vice President
RES-CARE, INC.
(a "Borrower")
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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By: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, President and
Chief Executive Officer
COMMUNITY ALTERNATIVES INDIANA,
INC.
(a "Borrower")
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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By: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, President
COMMUNITY ALTERNATIVES NEBRASKA,
INC.
(a "Borrower")
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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By: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, President
COMMUNITY ADVANTAGE, INC.
(a "Borrower")
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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By: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, President
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TEXAS HOME MANAGEMENT, INC.
(a "Borrower")
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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By: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, President
CAPITAL TX INVESTMENTS, INC.
(a "Borrower")
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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By: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, President
THM HOMES, INC.
(a "Borrower")
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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By: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, President
RSCR TEXAS, INC.
(a "Borrower")
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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By: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, President
RES-CARE NEW MEXICO, INC.
(a "Borrower")
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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By: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, President
RES-CARE OHIO, INC.
(a "Borrower")
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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By: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, President
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COMMUNITY ALTERNATIVES OF
TEXAS, INC.
(a "Borrower")
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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By: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, President
CATX PROPERTIES, INC.
(a "Borrower")
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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By: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, President
RES-CARE CALIFORNIA, INC., d/b/a
RCCA Services
(a "Borrower")
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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By: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, President
RES-CARE FLORIDA, INC.
(a "Borrower")
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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By: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, President
RSCR CALIFORNIA, INC.
(a "Borrower")
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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By: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, President
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RSCR KANSAS, INC.
(a "Borrower")
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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By: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, President
RSCR ILLINOIS, INC.
(a "Borrower")
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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By: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, President
RSCR OKLAHOMA, INC.
(a "Borrower")
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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By: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, President
RSCR TENNESSEE, INC.
(a "Borrower")
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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By: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, President
RSCR TRAINING TECHNOLOGIES, INC.
(a "Borrower")
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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By: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, President
YOUTHTRACK, INC.
(a "Borrower")
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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By: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, President
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RES-CARE PREMIER, INC.
(a "Borrower")
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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By: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, President
RSCR PREMIER, INC.
(a "Borrower")
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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By: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, President
RES-CARE NEW JERSEY, INC.
(a "Borrower")
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
-------------------------------------------
By: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, President
COMMUNITY ALTERNATIVES
KENTUCKY, INC.
(a "Borrower")
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
-------------------------------------------
By: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, President
ALTERNATIVE YOUTH SERVICES, INC.
(a "Borrower")
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
-------------------------------------------
By: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, President
-14-
15
COMMUNITY ALTERNATIVES
VIRGINIA, INC.
(a "Borrower")
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
-------------------------------------------
By: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, President
RSCR WEST VIRGINIA, INC.
(a "Borrower")
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
-------------------------------------------
By: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, President
COMMUNITY ALTERNATIVES
MISSOURI, INC. f/k/a RAIMENT, INC.
(a "Borrower")
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
-------------------------------------------
By: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, President
RES-CARE AVIATION, INC.
(a "Borrower")
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
-------------------------------------------
By: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, President
COMMUNICATIONS NETWORK
CONSULTANTS, INC.
(a "Borrower")
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
-------------------------------------------
By: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, President
-15-
16
THE ACADEMY FOR INDIVIDUAL
EXCELLENCE, INC.
(a "Borrower")
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
-------------------------------------------
By: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, President
RES-CARE OTHER OPTIONS, INC.
(a "Borrower")
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
-------------------------------------------
By: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, President
-16-
17
SCHEDULE 1
LIST OF BORROWERS OTHER THAN RES-CARE, INC.
1. COMMUNITY ALTERNATIVES INDIANA, INC., a Delaware corporation with
principal office and place of business in Louisville, Kentucky ("CAI").
2. COMMUNITY ALTERNATIVES NEBRASKA, INC., a Delaware corporation, with
principal office and place of business in Louisville, Kentucky ("CAN").
3. COMMUNITY ADVANTAGE, INC., a Delaware corporation with principal
office and place of business in Louisville, Kentucky ("CA").
4. TEXAS HOME MANAGEMENT, INC., a Delaware corporation with principal
office and place of business in Louisville, Kentucky ("THM").
5. CAPITAL TX INVESTMENTS, INC., a Delaware corporation with principal
office and place of business in Louisville, Kentucky ("CTXI").
6. THM HOMES, INC., a Delaware corporation with principal office and
place of business in Louisville, Kentucky ("THMH").
7. RSCR TEXAS, INC., formerly THM Properties, Inc., a Delaware
corporation with principal office and place of business in Louisville, Kentucky
("RSCRT").
8. RES-CARE NEW MEXICO, INC., a Delaware corporation with principal
office and place of business of Louisville, Kentucky ("RCNM").
9. RES-CARE OHIO, INC., a Delaware corporation with principal office
and place of business in Louisville, Kentucky ("RCO").
10. COMMUNITY ALTERNATIVES OF TEXAS, INC., a Delaware corporation with
principal office and place of business in Louisville, Kentucky ("CAT").
11. CATX PROPERTIES, INC., a Delaware corporation with principal office
and place of business in Louisville, Kentucky ("CATXP").
12. RES-CARE CALIFORNIA, INC., d/b/a RCCA Services, a Delaware
corporation with principal office and place of business in Louisville, Kentucky
("RCC").
13. RES-CARE FLORIDA, INC., a Delaware corporation with principal
office and place of business in Louisville, Kentucky ("RCF").
-1-
18
14. RSCR CALIFORNIA, INC., a Delaware corporation with principal office
and place of business in Louisville, Kentucky ("RSCRC").
15. RES-CARE KANSAS, INC., a Delaware corporation with principal office
and place of business in Louisville, Kentucky ("RCK").
16. RES-CARE ILLINOIS, INC., a Delaware corporation with principal
office and place of business in Louisville, Kentucky ("RCI").
17. RES-CARE OKLAHOMA, INC. a Delaware corporation with principal
office and place of business in Louisville, Kentucky ("RCOK").
18. RES-CARE TENNESSEE, INC., a Delaware corporation with principal
office and place of business in Louisville, Kentucky ("RCT").
19. RES-CARE TRAINING TECHNOLOGIES, INC., a Delaware corporation with
principal office and place of business in Louisville, Kentucky ("RCTT").
20. YOUTHTRACK, INC., a Delaware corporation with principal office and
place of business in Littleton, Colorado ("YT").
21. RES-CARE PREMIER, INC., a Delaware corporation with principal
office and place of business in Louisville, Kentucky ("RCP").
22. RSCR PREMIER, INC., a Delaware corporation with principal office
and place of business in Louisville, Kentucky ("RSCRP").
23. RES-CARE NEW JERSEY, INC., a Delaware corporation with principal
office and place of business in Louisville, Kentucky ("RCNJ").
24. COMMUNITY ALTERNATIVES KENTUCKY, INC., a Delaware corporation with
principal office and place of business in Louisville, Kentucky ("CAK").
25. ALTERNATIVE YOUTH SERVICES, INC., a Delaware corporation with
principal office and place of business in Louisville, Kentucky ("AYS")
26. COMMUNITY ALTERNATIVES VIRGINIA, INC., a Delaware corporation with
principal office and place of business in Louisville, Kentucky ("CAV").
27. RSCR WEST VIRGINIA, INC., a Delaware corporation with principal
office and place of business in Louisville, Kentucky ("RSCRWV").
28. COMMUNITY ALTERNATIVES MISSOURI, INC. f/k/a RAIMENT, INC., a
Missouri corporation with principal office and place of business in Louisville,
Kentucky ("R").
-2-
19
29. RES-CARE AVIATION, INC., a Kentucky corporation with principal
office and place of business in Louisville, Kentucky ("RCA").
30. COMMUNICATIONS NETWORK CONSULTANTS, INC., a Rhode Island
corporation with principal office and place of business in Louisville, Kentucky
("CNC").
31. THE ACADEMY FOR INDIVIDUAL EXCELLENCE, INC., a Delaware corporation
with principal office and place of business in Louisville, Kentucky ("AIE").
32. RES-CARE OTHER OPTIONS, INC., a Delaware corporation with principal
office and place of business in Louisville, Kentucky ("ROO").
-3-
20
SCHEDULE 1.32
CONTINGENT OBLIGATIONS OF RES-CARE, INC.
-4-
21
SCHEDULE 1.122 TO FIRST AMENDMENT
Certain Entities which Currently are not Included in
Definition of "Existing Borrowers" or "New Borrowers"
Premier Rehabilitation Centers Limited Partnership
Biscayne Bay Transitional Living Center Limited Partnership
Premier Rehabilitation Center of Missouri Limited Partnership
PRC of Chicago Limited Partnership
PRC of New York Limited Partnership
Community Alternatives Illinois, Inc.
Premier Rehabilitation Centers of Missouri, Inc.
Premier Rehabilitation Centers of Florida, Inc.
PRC of New York, Inc.
PRC of Chicago, Inc.
Alternative ▇▇▇▇▇▇▇, ▇▇▇.
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.
-5-
22
SCHEDULE 6.7
INDEBTEDNESS
-6-
23
SCHEDULE 6.13
CONSOLIDATED SUBSIDIARIES OF RES-CARE, INC.
1. COMMUNITY ALTERNATIVES INDIANA, INC. State of incorporation: Delaware
Location of principal office and records: ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ Qualified/not qualified to do business in
Kentucky: Not qualified Locations of operations: Fort ▇▇▇▇▇, Indiana;
Angola, Indiana; ▇▇▇▇▇▇▇▇, Indiana; Greencastle, Indiana. Qualified to
do business in: Indiana Any name, other than name of Corporation, used
for conducting business in the last five (5) years:
2. COMMUNITY ALTERNATIVES NEBRASKA, INC. State of incorporation: Delaware
Location of principal office and records: ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ Qualified/not qualified to do business in
Kentucky: Not qualified Locations of operations: Lincoln, Nebraska
Qualified to do business in: Nebraska Any name, other than name of
Corporation, used for conducting business in the last five (5) years:
3. COMMUNITY ADVANTAGE, INC. State of incorporation: Delaware Location of
principal office and records: ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇ Qualified/not qualified to do business in Kentucky: Not
qualified Locations of operations: Longmont, Brighton, Grieley
Colorado. Qualified to do business in: Colorado Any name, other than
name of Corporation, used for conducting business in the last five (5)
years:
4. TEXAS HOME MANAGEMENT, INC. State of incorporation: Delaware Location
of principal office and records: ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇ Qualified/not qualified to do business in Kentucky: Not
qualified Locations of operations: various in Texas (59 group homes)
Qualified to do business in: Texas Any name, other than name of
Corporation, used for conducting business in the last five (5) years:
-7-
24
5. CAPITAL TX INVESTMENTS, INC.
State of incorporation: Delaware
Location of principal office and records: ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇
Qualified/not qualified to do business in Kentucky: Not qualified
Locations of operations: owns property in various Texas locations -
Bexar, Tarrant, Angelina, Travis, Caldwell, Harris, Nacogdoches,
▇▇▇▇▇▇▇▇, Parker, Gonzalez, Plano Counties
Qualified to do business in: Texas
Any name, other than name of Corporation, used for conducting business
in the last five (5) years:
6. THM HOMES, INC.
State of incorporation: Delaware
Location of principal office and records: ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇
Qualified/not qualified to do business in Kentucky: Not qualified
Locations of operations: owns property in various Texas locations:
Lubbock, Bexar, Williamson, Taylor, 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:
7. RSCR TEXAS, INC., F/K/A THM PROPERTIES, INC.
State of incorporation: Delaware
Location of principal office and records: ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇
Qualified/not qualified to do business in Kentucky: Not qualified
Locations of operations: Canton, Austin, San Antonio, Dallas-Ft. Worth,
TX Qualified to do business in: Texas
Any name, other than name of Corporation, used for conducting business
in the last five (5) years:
8. RES-CARE NEW MEXICO, INC.
State of incorporation: Delaware
Location of principal office and records: ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇
Qualified/not qualified to do business in Kentucky: Not qualified
Locations of operations: Albuquerque, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇, Santa Fe,
New Mexico Qualified to do business in: New Mexico
Any name, other than name of Corporation, used for conducting business
in the last five (5) years:
9. RES-CARE OHIO INC.
State of incorporation: Delaware
-8-
25
Location of principal office and records: ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇
Qualified/not qualified to do business in Kentucky: Not qualified
Locations of operations: Fairfield, Williamsburg, ▇▇▇▇▇▇▇▇, Middletown,
Cincinnati area, Xenia, Menton, Lake County, Ohio
Qualified to do business in: Ohio
Any name, other than name of Corporation, used for conducting business
in the last five (5) years:
10. COMMUNITY ALTERNATIVES OF TEXAS, INC.
State of incorporation: Delaware
Location of principal office and records: ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇
Qualified/not qualified to do business in Kentucky: Not qualified
Locations of operations: Wichita Co., Tarrant Co., Texas
Qualified to do business in: Texas
Any name, other than name of Corporation, used for conducting business
in the last five (5) years:
11. CATX PROPERTIES, INC.
State of incorporation: Delaware
Location of principal office and records: ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇
Qualified/not qualified to do business in Kentucky: Not qualified
Locations of operations: owns property in various Texas locations -
Wichita and Tarrant Counties Qualified to do business in: Texas
Any name, other than name of Corporation, used for conducting
business in the last five (5) years:
12. RES-CARE CALIFORNIA, INC. D/B/A RCCA SERVICES
State of incorporation: Delaware
Location of principal office and records: ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇
Qualified/not qualified to do business in Kentucky: Not qualified
Locations of operations: Stanislaus, San Mateo, Sutter, Nevada, Placer,
Santa ▇▇▇▇▇ County, CA Qualified to do business in: California
Any name, other than name of Corporation, used for conducting business
in the last five (5) years:
13. RES-CARE FLORIDA, INC.
State of incorporation: Delaware
-9-
26
Location of principal office and records: ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇
Qualified/not qualified to do business in Kentucky: Not qualified
Locations of operations: none Qualified to do business in: Florida
Any name, other than name of Corporation, used for conducting business
in the last five (5) years:
14. RSCR CALIFORNIA, INC.
State of incorporation: Delaware
Location of principal office and records: ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇
Qualified/not qualified to do business in Kentucky: Not qualified
Locations of operations: Los Angeles and Orange Counties
Qualified to do business in: California Any name, other than name of
Corporation, used for conducting business in the last five (5)
years:
15. RES-CARE KANSAS, INC.
State of incorporation: Delaware
Location of principal office and records: ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇
Qualified/not qualified to do business in Kentucky: Not qualified
Locations of operations: ▇▇▇▇▇▇▇, Neosho, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇, Kansas
Qualified to do business in: Kansas
Any name, other than name of Corporation, used for conducting business
in the last five (5) years:
16. RES-CARE ILLINOIS, INC.
State of incorporation: Delaware
Location of principal office and records: ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇
Qualified/not qualified to do business in Kentucky: Not qualified
Locations of operations: ▇▇▇▇▇▇▇ and Vermilion Counties, Illinois
Qualified to do business in: Illinois
Any name, other than name of Corporation, used for conducting business
in the last five (5) years:
17. RES-CARE OKLAHOMA, INC.
State of incorporation: Delaware
Location of principal office and records: ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇
Qualified/not qualified to do business in Kentucky: Not qualified
Locations of operations: Tulsa, Oklahoma City,
-10-
27
Qualified to do business in: Oklahoma
Any name, other than name of Corporation, used for conducting business
in the last five (5) years:
18. RES-CARE TENNESSEE, INC.
State of incorporation: Delaware
Location of principal office and records: ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇
Qualified/not qualified to do business in Kentucky: Not qualified
Locations of operations: Nashville, TN
Qualified to do business in: Tennessee
Any name, other than name of Corporation, used for conducting business
in the last five (5) years:
19. RES-CARE TRAINING TECHNOLOGIES, INC.
State of incorporation: Delaware
Location of principal office and records: ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇
Qualified/not qualified to do business in Kentucky: Qualified
Location of registered agent in Kentucky: Louisville
Locations of operations: Louisville
Qualified to do business in: Kentucky only
Any name, other than name of Corporation, used for conducting business
in the last five (5) years:
20. YOUTHTRACK, INC.
State of incorporation: Delaware
Location of principal office and records: ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇
Qualified/not qualified to do business in Kentucky: Qualified
Locations of operations: Arapahoe, Denver, Mesa, El Paso, Jefferson
Counties, Colorado Qualified to do business in: Colorado, Kentucky and
Puerto Rico
Any name, other than name of Corporation, used for conducting business
in the last five (5) years:
21. RES-CARE PREMIER, INC.
State of incorporation: Delaware
Location of principal office and records: ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇
Qualified/not qualified to do business in Kentucky: Not qualified
Locations of operations: None
Qualified to do business in: Massachusetts
Any name, other than name of Corporation, used for conducting business
in the last five (5) years:
-11-
28
22. RSCR PREMIER, INC.
State of incorporation: Delaware
Location of principal office and records: ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇
Qualified/not qualified to do business in Kentucky: Not qualified
Locations of operations: None
Qualified to do business in: N/A
Any name, other than name of Corporation, used for conducting business
in the last five (5) years:
23. RES-CARE NEW JERSEY, INC.
State of incorporation: Delaware
Location of principal office and records: ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇
Qualified/not qualified to do business in Kentucky: Not qualified
Locations of operations: None yet
Qualified to do business in: New Jersey
Any name, other than name of Corporation, used for conducting
business in the last five (5) years:
24. COMMUNITY ALTERNATIVES KENTUCKY, INC.
State of incorporation: Delaware
Location of principal office and records: ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇
Qualified/not qualified to do business in Kentucky: Qualified
Locations of operations: None yet
Qualified to do business in: No other states
Any name, other than name of Corporation, used for conducting
business in the last five (5) years:
25. ALTERNATIVE YOUTH SERVICES, INC.
State of incorporation: Delaware
Location of principal office and records: ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇
Qualified/not qualified to do business in Kentucky: Qualified
Locations of operations: None yet
Qualified to do business in: Georgia, Ohio and Tennessee
Any name, other than name of Corporation, used for conducting business
in the last five (5) years:
26. COMMUNITY ALTERNATIVES VIRGINIA, INC.
State of incorporation: Delaware
-12-
29
Location of principal office and records: ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇
Qualified/not qualified to do business in Kentucky: Not qualified
Locations of operations: None yet
Qualified to do business in: Virginia
Any name, other than name of Corporation, used for conducting business
in the last five (5) years:
27. RSCR WEST VIRGINIA, INC.
State of incorporation: Delaware
Location of principal office and records: ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇
Qualified/not qualified to do business in Kentucky: Not qualified
Locations of operations: West Virginia
Qualified to do business in: West Virginia
Any name, other than name of Corporation, used for conducting business
in the last five (5) years:
28. COMMUNITY ALTERNATIVES MISSOURI, INC. F/K/A RAIMENT, INC.
State of incorporation: Missouri
Location of principal office and records: ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇
Qualified/not qualified to do business in Kentucky: Not qualified
Locations of operations: Missouri
Qualified to do business in: N/A
Any name, other than name of Corporation, used for conducting business
in the last five (5) years: Raiment, Inc.
29. RES-CARE AVIATION, INC.
State of incorporation: Kentucky
Location of principal office and records: ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇
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:
30. COMMUNICATIONS NETWORK CONSULTANTS, INC.
State of incorporation: Rhode Island
Location of principal office and records: ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇
Qualified/not qualified to do business in Kentucky: N/A
Locations of operations: North Carolina
-13-
30
Qualified to do business in: North Carolina
Any name, other than name of Corporation, used for conducting business
in the last five (5) years:
31. THE ACADEMY FOR INDIVIDUAL EXCELLENCE, INC.
State of incorporation: Delaware
Location of principal office and records: ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇
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:
32. RES-CARE OTHER OPTIONS, INC.
State of incorporation: Delaware
Location of principal office and records: ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇
Qualified/not qualified to do business in Kentucky: Not qualified
Locations of operations: Pennsylvania, North Carolina, Oregon
Qualified to do business in: N/A
Any name, other than name of Corporation, used for conducting business
in the last five (5) years:
-14-
31
CONSOLIDATED SUBSIDIARIES THAT ARE NOT BORROWERS
1. Premier Rehabilitation Centers Limited Partnership
2. Biscayne Bay Transitional Living Center Limited Partnership
3. Premier Rehabilitation Center of Missouri Limited Partnership
4. PRC of Chicago Limited Partnership
5. PRC of New York Limited Partnership
6. Community Alternatives Illinois, Inc.
7. Premier Rehabilitation Centers of Missouri, Inc.
8. Premier Rehabilitation Centers of Florida, Inc.
9. PRC of New York, Inc.
10. PRC of Chicago, Inc.
11. Alternative ▇▇▇▇▇▇▇, ▇▇▇.
-15-
32
EXHIBIT A
Exhibit A
to Stock Pledge Agreement
between Res-Care, Inc.
and
PNC Bank, Kentucky, Inc.,
as Administrative Bank
I. PLEDGED SHARES ALREADY DELIVERED TO ADMINISTRATIVE BANK
Number
Certificate of
Consolidated Subsidiary Number Shares Owned By
----------------------- ------ ------ --------
Community Alternatives Indiana, Inc. 1 1,000 Res-Care, Inc.
Community Alternatives Nebraska, Inc. 1 1,000 Res-Care, Inc.
Community Advantage, Inc. 1 1,000 Res-Care, Inc.
Texas Home Management, Inc. 1 1,000 Res-Care, Inc.
Capital TX Investments, Inc. 1 1,000 Res-Care, Inc.
THM Homes, Inc. 1 1,000 Res-Care, Inc.
Res-Care New Mexico, Inc. 1 1,000 Res-Care, Inc.
Res-Care Ohio, Inc. 1 1,000 Res-Care, Inc.
Community Alternatives of Texas, Inc. 1 1,000 Res-Care, Inc.
CATX Properties, Inc. 1 1,000 Res-Care, Inc.
Res-Care California, Inc. 1 1,000 Res-Care, Inc.
Res-Care Florida, Inc. 1 1,000 Res-Care, Inc.
RSCR California, Inc. 1 1,000 Res-Care, Inc.
Res-Care Kansas, Inc. 1 1,000 Res-Care, Inc.
Res-Care Illinois, Inc. 1 1,000 Res-Care, Inc.
RSCR Texas, Inc. 1 1,000 Res-Care, Inc.
Res-Care Oklahoma, Inc. 1 1,000 Res-Care, Inc.
Res-Care Tennessee, Inc. 1 1,000 Res-Care, Inc.
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.
RSCR Premier, Inc. 1 1,000 Res-Care, Inc.
33
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 Raiment, Inc. 1 500 Res-Care, 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.
C-2
