AMENDED AND RESTATED CREDIT AGREEMENT Dated as of December 22, 2010 among ONEX RESCARE ACQUISITION, LLC as a Borrower, RES-CARE, INC., as a Borrower, ONEX RESCARE HOLDINGS CORP., as Holdings, THE GUARANTORS PARTY HERETO FROM TIME TO TIME, JPMORGAN...Credit Agreement • April 15th, 2011 • ResCare Finance, Inc. • Services-nursing & personal care facilities • New York
This AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”) is entered into as of December 22, 2010, among ONEX RESCARE ACQUISITION, LLC, a Delaware limited liability company (the “LLC Co-Borrower”), RES-CARE, INC., a Kentucky corporation (the “Corporate Co-Borrower” and, together with the LLC Co-Borrower, the “Borrower”), ONEX RESCARE HOLDINGS CORP., a Delaware corporation (“Holdings”), the Guarantors party hereto from time to time, JPMORGAN CHASE BANK, N.A., as Administrative Agent, L/C Issuer and Swing Line Lender, each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), BANK OF AMERICA, N.A., as Syndication Agent, J.P. MORGAN SECURITIES LLC and MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, as Joint Lead Arrangers and Joint Bookrunners, and GENERAL ELECTRIC CAPITAL CORPORATION and U.S. BANK NATIONAL ASSOCIATION, as Co-Documentation Agents.
RES-CARE, INC. as Issuer, and the Note Guarantors named herein 10.75% Senior Notes due 2019Supplemental Indenture • April 15th, 2011 • ResCare Finance, Inc. • Services-nursing & personal care facilities • New York
INDENTURE dated as of December 22, 2010 among RES-CARE, INC., a Kentucky corporation (the “Issuer”), the Note Guarantors and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association as trustee (the “Trustee”).
AMENDMENT TO THE OPERATING AGREEMENT OF REST ASSURED, LLCOperating Agreement • April 15th, 2011 • ResCare Finance, Inc. • Services-nursing & personal care facilities • Kentucky
THIS AMENDMENT TO THE OPERATING AGREEMENT (“Amendment”) is made this 27th day of November, 2007 to the Operating Agreement by and among (i) REST ASSURED, LLC, a Kentucky limited liability company (the “Company”); (ii) RES-CARE TRAINING TECHNOLOGIES, INC., a Delaware corporation (“RCTT”) and (iii) WC TECHNOLOGIES, LLC, an Indiana limited liability company (“WCT”) (collectively referred to as “Members”).
RES-CARE, INC. Purchase AgreementPurchase Agreement • April 15th, 2011 • ResCare Finance, Inc. • Services-nursing & personal care facilities • New York
Res-Care, Inc., a Kentucky corporation (the “Company”), proposes to issue and sell to the several Initial Purchasers listed in Schedule 1 hereto (the “Initial Purchasers”), for whom you are acting as representative (the “Representative”), $200,000,000 principal amount of its 10.75% Senior Notes due 2019 (the “Securities”). The Securities will be issued pursuant to an Indenture to be dated as of December 22, 2010 (the “Indenture”) among the Company, the guarantors listed in Schedule 2 hereto (the “Guarantors”) and Wells Fargo Bank, National Association, as trustee (the “Trustee”), and will be guaranteed on an unsecured senior basis by each of the Guarantors (the “Guarantees”).
AGREEMENT OF INCORPORATIONAgreement of Incorporation • April 15th, 2011 • ResCare Finance, Inc. • Services-nursing & personal care facilities
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 15th, 2011 • ResCare Finance, Inc. • Services-nursing & personal care facilities • New York
This REGISTRATION RIGHTS AGREEMENT dated December 22, 2010 (this “Agreement”) is entered into by and among Res-Care, Inc., a Kentucky corporation (the “Company”), the guarantors listed in Schedule 1 hereto (the “Guarantors”), and J.P. Morgan Securities LLC (“J.P. Morgan”), Merrill Lynch, Pierce, Fenner & Smith Incorporated, Fifth Third Securities LLC, and U.S. Bancorp Investments, Inc. (the “Initial Purchasers”).
