FOURTH AMENDMENT TO CREDIT AGREEMENTCredit Agreement • March 2nd, 2016 • Almost Family Inc • Services-social services • Kentucky
THIS FOURTH AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is made and entered into effective as of November 4, 2015, by and among: [i] ALMOST FAMILY, INC., a Delaware corporation (“AFI”); [ii] JPMORGAN CHASE BANK, N.A., a national banking association, as Administrative Agent and for itself as a Lender described in the Credit Agreement defined below (the “Agent”); [iii] BANK OF AMERICA, N.A., a national banking association, as Syndication Agent and for itself as a Lender (“BOA”); [iv] FIFTH THIRD BANK, an Ohio banking corporation, as Documentation Agent and for itself as a Lender (“FTB”); and [v] REGIONS BANK, an Alabama banking corporation for itself as a Lender (“RB”)(Agent, BOA, FTB and RB are collectively referred to herein as the “Lenders”).
STOCK PURCHASE AGREEMENTStock Purchase Agreement • March 2nd, 2016 • Almost Family Inc • Services-social services • Delaware
THIS STOCK PURCHASE AGREEMENT (this "Agreement") dated as of January 4, 2016, is entered into by and among (i) National Health Industries, Inc. ("Buyer"), (ii) Almost Family, Inc. ("Parent"), (iii) Long Term Solutions, Inc. (the "Company"), and (iv) Anne Harrington, Noreen Guanci, Noreen Guanci 2009 Irrevocable Trust and Richard Guanci 2009 Irrevocable Trust (each a "Seller" and collectively, "Sellers"). Each of Buyer, Parent, the Company and Sellers is referred to in this Agreement individually as a "Party" and together as the "Parties." Capitalized terms not otherwise defined in this Agreement have the meanings given to such terms in Article I.
AGREEMENT AND PLAN OF MERGERMerger Agreement • March 2nd, 2016 • Almost Family Inc • Services-social services • Kentucky
This AGREEMENT AND PLAN OF MERGER (the "Agreement") is made and entered into as of November 3, 2015, by and among (i) Almost Family, Inc., a Delaware corporation ("Parent"), (ii) National Health Industries, Inc., a Kentucky corporation ("Acquiror"), (iii) AFAM Acquisition, LLC, an Ohio limited liability company ("Merger Sub"), (iv) Black Stone Operations, LLC, an Ohio limited liability company ("Target"), (v) Black Stone Companies of Ohio, Inc., an Ohio corporation, ERH Development, LLC, an Ohio limited liability company, Warren County Community Services, LLC, an Ohio limited liability company, LEC Community Services, Inc., an Ohio corporation, Primrose Retirement Communities, LLC, a South Dakota limited liability company, and Kimberly Payne (each a "Selling Party" and collectively, the "Selling Parties"), and (vi) David Brixey, an individual, as the representative for the Selling Parties ("Selling Parties' Agent").
