1
Exhibit 10.2
1999B AMENDMENT TO LOAN INSTRUMENTS
This 1999B Amendment to Loan Instruments (this "Amendment" or the
"1999B Amendment"), is made and entered into as of the 28th 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 SCHEDULE II
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 certain of the Banks further amended the 1996 Loan Agreement pursuant
to a Third Amendment
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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 and certain other Existing Borrowers and the Administrative
Bank and certain of the Banks further amended the Loan Agreement pursuant to a
1999A Amendment to Loan Instruments dated as of June 28, 1999 (the "1999A
Amendment to Loan Instruments"), providing for, among other things, (i) the
amendment of certain financial covenants, (ii) the amendment of Pricing Levels,
which are used in determining applicable interest rates and fees and (iii) to
certain other amendments necessitated by Res-Care's acquisition of PeopleServe.
G. Res-Care and the Existing Borrowers wish to amend the Loan Agreement
and the Loan Instruments to (i) reduce the Revolving Credit Facility B Loan
Commitments from $25,000,000 to $24,062,500 (subject to future increase back to
$25,000,000) and (ii) to extend the term of Revolving Credit Facility B for an
additional 364 days.
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:
1.115 "Revolving Credit Facility B" means the revolving line of credit
established by the Banks in favor of the Borrowers originally in the principal
amount of Twenty Five Million Dollars ($25,000,000), reduced to Twenty Four
Million Sixty Two Thousand Five Hundred Dollars ($24,062,500) as of the 1999B
Amendment to Loan Instruments Closing Date, pursuant
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to which the Borrowers may obtain Revolving Credit Loans from the Banks during
the term of Revolving Credit Facility B upon the terms and conditions set forth
in this Loan Agreement.
1.117 "Revolving Credit Facility B Loan Commitments" means each Bank's
commitment to maintain or make Revolving Credit Loans under Revolving Credit
Facility B as set forth in Section 2.2 hereof. Schedule 2.1 reflects the
Revolving Credit Facility B Loan Commitments as of the 199b Amendment to Loan
Instruments Closing Date. The total Revolving Credit Facility B Loan Commitments
may be increased to $25,000,000 if an existing or a new Bank agrees to assume an
additional Revolving Credit Facility B Loan Commitment in the amount of $937,500
subsequent to the 1999B Amendment to Loan Instruments Closing Date.
"1.118 "Revolving Credit Facility B Termination Date" means the
Revolving Credit Facility B Termination Date then in effect, which shall be the
earliest of (i) June 28, 2000, subject to extension thereof as provided in
Section 2.1C hereof, (ii) the date as of which the Obligations shall have become
immediately due and payable pursuant to Section 9 of the Loan Agreement and
(iii) the date on which all of the Obligations are paid in full (including,
without limitation, the repayment, expiration, termination or cash
collateralization of Letters of Credit pursuant to this Loan Agreement) and the
Revolving Credit Facility B Loan Commitments are reduced to zero."
The following definitions and provisions are hereby added to Section 1 of the
Loan Agreement as follows:
1.151 "1999B Amendment" means the 1999B Amendment to Loan Instruments
made and entered into as of June 28, 1999, by and among the Banks, the
Administrative Bank and the Borrowers.
1.152 "1999B Amendment Closing Date" means the date on which the 1999B
Amendment to Loan Instruments has been executed and delivered by the parties
thereto, June 28, 1999.
B. SECTION 2.1B REVOLVING CREDIT FACILITY B - REVOLVING CREDIT FACILITY
B LOAN COMMITMENTS. Section 2.1B is hereby amended and restated as follows:
"B. REVOLVING CREDIT FACILITY B - REVOLVING CREDIT FACILITY B
LOAN COMMITMENTS. Each Bank severally agrees, subject to the limitations set
forth below with respect to the maximum amount of Revolving Credit Loans
permitted to be outstanding from time to time under Revolving Credit Facility B,
to lend to the Borrowers from time to time during the period from the Closing
Date to but excluding the Revolving Credit Facility B Termination Date an
aggregate amount not exceeding its Revolving Credit Facility Pro Rata Share of
the aggregate Revolving Credit Facility B Loan Commitments. The amount of each
Bank's Revolving Credit Facility B Loan Commitment is set forth opposite its
name on SCHEDULE 2.1 annexed to this Loan Agreement. The aggregate amount of the
Revolving Credit Facility B Loan Commitments is $24,062,500 as of the 1999B
Amendment to Loan Instruments Closing Date; provided that the aggregate amount
of the Revolving Credit Facility B Loan Commitments
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may be increased to $25,000,000 if an existing or a new Bank agrees to assume an
additional Revolving Credit Facility B Loan Commitment in the amount of $937,500
subsequent to the 1999B Amendment to Loan Instruments Closing Date. Because the
Banks had initially approved aggregate Revolving Credit Facility B Loan
Commitments in the amount of $25,000,000, the Banks agree that such increase may
be effected without the need for further approval of any entities other than the
Administrative Bank and Res-Care. The amount of the Revolving Credit Facility B
Loan Commitments shall be reduced from time to time by the amount of any
reductions that are made pursuant to Section 2.4C hereof (it being understood
that all references to the Revolving Credit Facility B Loan Commitments of the
Banks set forth in this Loan Agreement shall mean the initial Revolving Credit
Facility B Loan Commitments of the Banks set forth on SCHEDULE 2.1 annexed to
this Loan Agreement as reduced by the voluntary reductions of the Revolving
Credit Facility B Loan Commitments effected by the Borrowers pursuant to Section
2.4C of the Loan Agreement). Each Bank's Revolving Credit Facility B Loan
Commitment shall expire on the Revolving Credit Facility B Termination Date and
all Revolving Credit Loans under Revolving Credit Facility B shall be paid in
full no later than that date. Amounts borrowed under this Section 0.xX may be
repaid and reborrowed to but excluding the Revolving Credit Facility B
Termination Date, subject to the provisions of Section 2.4C hereof.
Anything contained in this Loan Agreement to the contrary
notwithstanding, the Revolving Credit Loans under Revolving Credit Facility B
and the Revolving Credit Facility B Loan Commitments shall be subject to the
following limitations:
(i)The Total Utilization of Revolving Credit
Facility B Loan Commitments shall not exceed the aggregate Revolving Credit
Facility B Loan Commitments; and
(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:
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. SCHEDULE 2.1. Schedule 2.1 to the Loan Agreement is replaced by
Schedule 2.1 attached hereto.
D. 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.
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II. STOCK PLEDGE AGREEMENT (RES-CARE)
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.
IV. RATIFICATION OF REVOLVING CREDIT B NOTES
The Borrowers hereby confirm and agree that the Revolving Credit B
Notes have been extended to June 28, 2000, by virtue of the amendment of the
term Revolving Credit Facility B Termination Date" set forth herein; with the
exception of the Revolving Credit B Note in favor of Banque Paribas, which is
not extended. The Borrowers hereby reaffirm and ratify all of their obligations
under the Revolving B Notes as extended.
V. RATIFICATION OF OTHER LOAN INSTRUMENTS
The Borrowers hereby reaffirm and ratify all of their obligations under
the other Loan Instruments not expressly modified hereinabove.
VI. 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 1999B Amendment
Closing Date, the Banks shall have received the following from the Borrowers,
dated the 1999B 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
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Borrowers.
(2) 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.
(3) A Certificate of the Secretary or Assistant
Secretary of each other 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 Borrower 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.
(4) 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.
(5) Such other documents as the Administrative Bank
may reasonably request.
VII. 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 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
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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.
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.
RES-CARE, INC.
(a "Borrower")
------------------------------
By: Authorized Officer
Name: Xxxxx X. Xxxxxxxxx
Assistant Treasurer
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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.
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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")
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-----------------------------
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.
its General Partner
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By: Authorized Officer
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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
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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
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AMSOUTH BANK
("AmSouth")
-------------------------------------------
By: Xxxxx Wind
Its: Vice President
15
BANQUE PARIBAS
("Paribas")
--------------------------------------------
Xxxxx Xxxxxxx
Its:
---------------------------------------
16
BANK ONE, KENTUCKY, NA
("Bank One")
-------------------------------------------
By: Xxxx X. Xxxxxx
Senior Vice President
17
FIRST AMERICAN NATIONAL BANK
("First American")
-------------------------------------------
By: Xxxx Xxxx
Vice President
18
FIRST UNION NATIONAL BANK
("First Union")
-------------------------------------------
By: Xxxxxxx Xxxxx
Director
19
FIRSTAR BANK, N.A.
("Firstar")
------------------------------------------
By: Xxxx Xxx
Assistant Vice President
20
FLEET NATIONAL BANK
("Fleet")
-------------------------------------------
By: Xxxxxx Xxxxxxxxxxxxx
Senior Vice President
21
KEY CORPORATE CAPITAL, INC.
("Key")
-------------------------------------------
By: Xxxx Xxxxxx
Vice President
22
NATIONAL CITY BANK OF KENTUCKY
("National City")
------------------------------------------
By: Xxxxx Xxxxx
Vice President
23
SUNTRUST BANK, NASHVILLE, N.A.
("SunTrust")
-------------------------------------------
By: W. Xxxxxx Xxxxxxx
Its:
24
WACHOVIA BANK, N.A.
("Wachovia")
------------------------------------------
By: Xxxx Xxxx
Assistant Vice President
00
XXXXX XXXX XX XXXXXXXXXX
("Union Bank")
-------------------------------------------
By: Xxxxxxxx Xxxx
Vice President
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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
Attn: Xxxx Xxx, Assistant Vice President
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")
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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
PNC BANK, NATIONAL ASSOCIATION ("PNC")
000 Xxxx Xxxxxxxxx Xxxxxx
Xxxxxxxxxx, XX 00000
Attn: Xxxxxxxx X. Xxxxxxxxxx, Vice President
SUNTRUST BANK, NASHVILLE, N.A. ("SunTrust")
X.X. Xxx 000000
Xxxxxxxxx, XX 00000-0000
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
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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 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").
29
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").
30
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 office and place of business in Louisville, Kentucky ("NLK").
43 NORMAL LIFE OF NORTH TEXAS, INC., a Texas corporation with principal
office and place of business in Louisville, Kentucky ("NLNT").
31
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").
32
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").
73. RES-CARE ALABAMA, INC., a Delaware corporation with principal
office and place of business in Louisville, Kentucky ("RCALA").
33
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.
34
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.
35
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.
36
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.
37
SCHEDULE 2.1
SCHEDULE OF REVOLVING LOAN COMMITMENTS AND
REVOLVING CREDIT FACILITY PRO RATA SHARES
The maximum amount of the Revolving Credit Facility A Loan Commitments
is $175,000,000. The maximum amount of the Revolving Credit Facility B Loan
Commitments is $25,000,000; provided, however that the Revolving Credit Facility
B Loan Commitments shall be reduced to $24,062,500 as of the 1999B Amendment to
Loan Instruments Closing Date and shall remain at such level unless and until an
existing or a new Bank agrees to assume an additional Revolving Credit Facility
B Loan Commitment in the amount of $937,500, in which case the total Revolving
Credit Facility B Loan Commitments shall be restored to $25,000,000.
NAME OF BANK REVOLVING REVOLVING REVOLVING REVOLVING REVOLVING TOTAL
CREDIT FACILITY CREDIT CREDIT CREDIT CREDIT LOAN
A LOAN FACILITY A FACILITY B FACILITY B FACILITY B COMMITMENTS*
COMMITMENTS PRO RATA LOAN PRO RATA PRO RATA
SHARE COMMITMENTS* SHARE** SHARE***
PNC 26,250,000 15.00% 3,750,000 15.59% 15.00% 30,000,000
Bank One 21,875,000 12.50% 3,125,000 12.99% 12.50% 25,000,000
National City 21,875,500 12.50% 3,125,000 12.99% 12.50% 25,000,000
SunTrust 17,500,000 10.00% 2,500,000 10.39% 10.00% 20,000,000
First Union 15,312,500 8.75% 2,187,500 9.10% 8.75% 17,500,000
Wachovia 13,125,000 7.50% 1,875,000 7.80% 7.50% 15,000,000
AmSouth 10,937,500 6.25% 1,562,500 6.49% 6.25% 12,500,000
Key 10,937,500 6.25% 1,562,500 6.49% 6.25% 12,500,000
Firstar 10,937,500 6.25% 1,562,500 6.49% 6.25% 12,500,000
Banque Paribas 6,562,500 3.75% 0 .0% .0% 6,562,500
First American 6,562,500 3.75% 937,500 3.89% 3.75% 7,500,000
Fleet 6,562,500 3.75% 937,500 3.89% 3.75% 7,500,000
Union Bank 6,562,500 3.75% 937,500 3.89% 3.75% 7,500,000
--------- ---- ------- ---- ---- ---------
TOTAL $175,000.000 100.00% $ 24,062,500 100.00% 100.00% $199,062,500
============ ====== ============ ====== ====== ============
38
* Total Revolving Credit Facility B Loan Commitments may be increased
to $25,000,000 and total Loan Commitments may be increased to $200,000,000 if an
existing or a new Bank agrees to assume an additional Revolving Credit Facility
B Loan Commitment in the amount of $937,500.
**Revolving Credit Facility B Pro Rata Shares as of 1999B Amendment to
Loam Instruments Closing Date.
***Revolving Credit Facility B Pro Rata Shares if an existing or a new
Bank agrees to assume an additional Revolving Credit Facility B Loan Commitment
in the amount of $937,500.