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Exhibit 10.6
FIRST AMENDMENT TO LOAN INSTRUMENTS
This First Amendment to Loan Instruments (the "First Amendment"), is
made and entered into as of the 23rd day of June, 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 wish to provide for certain amendments of the Loan
Agreement and the Loan Instruments (each capitalized term used herein, unless
otherwise expressly defined herein, shall have the meaning set forth in the Loan
Agreement) as set forth herein, including, but not limited to (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 the New Borrowers (as defined herein) as parties to the
Loan Instruments. The Banks, including Wachovia which is joining the other
lenders as a Bank, are agreeable to such changes, upon satisfaction of the terms
and conditions set forth herein.
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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. INTRODUCTION. The introductory paragraph in the Loan
Agreement is hereby amended and restated as follows:
THIS LOAN AGREEMENT (this "Loan Agreement"), originally made
and entered into as of December 23, 1996, as subsequently
amended and restated as of June 23, 1997, is made and entered
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").
B. PRELIMINARY STATEMENT. Paragraphs A, B and C of the
Preliminary Statement are hereby amended and restated as follows:
A. The Borrowers desire to obtain from the Banks a
revolving line of credit in the principal amount of One
Hundred Million Dollars ($100,000,000.00) (as defined in
Section 1 hereof, the "Revolving Credit Facility").
B. The Borrowers desire to obtain from the Banks a
commitment to issue letters of credit for the account of the
Borrowers in an aggregate outstanding amount of up to Ten
Million ($10,000,000.00) at any one time, as a subfacility
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under the Revolving Credit Facility (as defined in Section 1
hereof, the "Letter of Credit Subfacility").
C. The Borrowers desire to obtain from PNC a swing
line revolving line of credit in the principal amount of
Twelve Million Five Hundred Thousand Dollars ($12,500,000) (as
defined in Section 1 hereof, the "Swing Line Credit
Facility").
C. SECTION 1 - DEFINITIONS AND CROSS REFERENCE. The following
definitions and provisions of Section 1 of the Loan Agreement are hereby amended
r added as follows:
1.25 "Cash Flow from Operations" means the sum of the
amounts for the period in question of (i) Net Income, (ii)
Interest Expense, (iii) provisions for taxes based on income,
(iv) depreciation, amortization and other non-cash charges to
Net Income, minus non-cash credits to Net Income, of the
Borrowers on a consolidated basis in accordance with GAAP,
determined as of the end of each Fiscal Quarter, for the
previous four Fiscal Quarters. The Borrowers may include in
the calculation of "Cash Flow from Operations" the sum of (i),
(ii), (iii) and (iv) for the 12 months preceding the date of
calculation for any entity that has been acquired in a
Permitted Business Combination; provided, however, that:
(a) if the portion of the sum of (i), (ii),
(iii) and (iv) that is based upon pre-acquisition
unaudited financial results of entities acquired in
Permitted Business Combinations (the "Pre-Acquisition
Financial Results") equals or exceeds twenty five
percent (25%) (the "Cash Flow from Operations
Limitation") of the total "Cash Flow from Operations"
of the Borrowers for the period being measured, then
the calculation of total "Cash Flow from Operations"
may include the portion of the Pre- Acquisition
Financial Results that is equal to the Cash Flow from
Operations Limitation but must exclude the portion of
Pre-Acquisition Financial Results that exceeds the
Cash Flow from Operations Limitation;
(b) if the calculation of "Cash Flow from
Operations" is performed at any time from the
beginning of the seventh month after the date of
acquisition of an entity until the end of the twelfth
month following the acquisition, the calculation with
respect to such entity shall be based upon the actual
financial results of such entity for the period
occurring after the acquisition, annualized on a
12-month basis;
(c) Net Income for purposes of the
calculation of Cash Flow from Operations shall not
include any Net Income of a Borrower derived from
such Borrower's ownership of a Person that is not a
Consolidated
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Subsidiary except to the extent such Borrower has
received a distribution of such Net Income from such
Person; and
(d) Net Income for purposes of the
calculation of "Cash Flow from Operations" may
include an adjustment, subject to the approval of the
Administrative Bank in its discretion exercised
reasonably, to increase Net Income by the amount of
certain extraordinary or non-recurring expenses as
were incurred by entities acquired in Permitted
Business Combinations during the 12 months preceding
the date of calculation, to the extent that the
Company has demonstrated to the reasonable
satisfaction of the Administrative Bank that such
extraordinary or non-recurring expenses will not
continue during the period after the acquisition.
1.86 "Pricing Level" means, for any Pricing Period,
Pricing Level I, Pricing Level II, Pricing Level III, Pricing
Level IV, Pricing Level V, or Pricing Level VI, as may be in
effect for such Pricing Period; PROVIDED that, the Default
Rate shall be in effect upon the occurrence and during the
continuation of any Event of Default.
1.87 "Pricing Level I" means the Pricing Level that
will be in effect for the applicable Pricing Period if, as at
the relevant Date of Determination, the ratio of the
Borrowers' Indebtedness as measured on such Date of
Determination, to the Borrowers' Cash Flow from Operations as
measured on such Date of Determination, is less than 1.00 to
1.0.
1.88 "Pricing Level II" means the Pricing Level that
will be in effect for the applicable Pricing Period if, as at
the relevant Date of Determination, the ratio of the
Borrowers' Indebtedness as measured on such Date of
Determination, to the Borrowers' Cash Flow from Operations as
measured on such Date of Determination, is equal to or greater
than 1.00 to 1.0, but is less than 1.50 to 1.0.
1.89 "Pricing Level III" means the Pricing Level that
will be in effect for the applicable Pricing Period if, as at
the relevant Date of Determination, the ratio of the
Borrowers' Indebtedness as measured on such Date of
Determination, to the Borrowers' Cash Flow from Operations as
measured on such Date of Determination, is equal to or greater
than 1.50 to 1.0, but is less than 2.00 to 1.0.
1.90 "Pricing Level IV" means the Pricing Level that
will be in effect for the applicable Pricing Period if, as of
the relevant Date of Determination, the ratio of the
Borrowers' Indebtedness as measured on such Date of
Determination, to the Borrowers' Cash Flow from Operations as
measured on such Date of Determination, is equal to or greater
than 2.00 to 1.0, but less than 2.50 to 1.0.
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1.91 "Pricing Level V" means the Pricing Level that
will be in effect for the applicable Pricing Period if, as of
the relevant Date of Determination, the Borrowers'
Indebtedness as measured on such Date of Determination, to the
Borrowers' Cash Flow from Operations as measured on such Date
of Determination, is equal to or greater than 2.50 to 1.0, but
less than 3.0 to 1.0.
1.91A "Pricing Level VI" means the Pricing Level that
will be in effect for the applicable Pricing Period if, as of
the relevant Date of Determination, the ratio of the
Borrowers' Indebtedness as measured on such Date of
Determination, to the Borrowers' Cash Flow from Operations as
measured on such Date of Determination, is equal to or greater
than 3.0 to 1.0.
1.97 "Revolving Credit Facility" means the revolving
line of credit established by the Banks in favor of the
Borrowers in the principal amount of One Hundred Million
Dollars ($100,000,000) pursuant to which the Borrowers may
obtain Revolving Credit Loans from the Banks and/or Letters of
Credit from PNC during the term of the Revolving Credit
Facility upon the terms and conditions set forth in this Loan
Agreement. The Revolving Credit Facility includes as a
sublimit the Letter of Credit Subfacility and the Swing Line
Credit Facility. All references to the "aggregate principal
balance of the Revolving Credit Loans outstanding" or similar
phrases in this Loan Agreement or in the Revolving Credit
Notes shall mean, as of the date of determination thereof, the
sum of (i) the entire aggregate outstanding principal balance
of all Revolving Credit Loans made by the Banks pursuant to
this Loan Agreement, (ii) the then existing Letter of Credit
Usage and (iii) the then existing Swing Line Usage.
1.101 "Revolving Credit Notes" means collectively (i)
that certain Amended and Restated Revolving Credit Promissory
Note made by the Borrowers, payable to the order of PNC, and
in the face principal amount of Thirty Million Dollars
($30,000,000), a form of which is annexed to this Loan
Agreement as EXHIBIT A-1, as the same may hereafter be
amended, modified, renewed, replaced and/or restated from time
to time, (ii) that certain Amended and Restated Revolving
Credit Promissory Note made by the Borrowers, payable to the
order of National City, and in the face principal amount of
Twenty Four Million Dollars ($24,000,000), a form of which is
annexed to this Loan Agreement as EXHIBIT A-2, as the same may
hereafter be amended, modified, renewed, replaced and/or
restated from time to time, (iii) that certain Amended and
Restated Revolving Credit Promissory Note made by the
Borrowers, payable to the order of SunTrust, and in the face
principal amount of Eighteen Million Dollars ($18,000,000), a
form of which is annexed to this Loan Agreement as EXHIBIT
A-3, as the same may hereafter be amended, modified, renewed,
replaced and/or restated from time to time, (iv) that certain
Amended and Restated Revolving Credit Promissory Note made by
the Borrowers, payable to the order of Bank One and in the
face principal amount of Eighteen
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Million Dollars ($18,000,000), a form of which is annexed to
this Loan Agreement as EXHIBIT A-4, as the same may hereafter
be amended, modified, renewed, replaced and/or restated from
time to time, (v) that certain Revolving Credit Promissory
Note made by the Borrowers, payable to the order of Wachovia
and in the face principal amount of Ten Million Dollars
($10,000,000), a form of which is annexed to this Loan
Agreement as EXHIBIT A-5, as the same may hereafter be
amended, modified, renewed, replaced and/or restated from time
to time and (vi) each future Revolving Credit Promissory Note,
if any, made by the Borrowers pursuant to the Revolving Credit
Facility.
1.110 "Swing Line Note" means that certain Swing Line
Promissory Note dated of even date with this Loan Agreement,
made by the Borrowers, payable to the order of PNC, and in the
face principal amount of Twelve Million Five Hundred Thousand
Dollars ($12,500,000), a form of which is annexed to this Loan
Agreement as EXHIBIT B, as the same may hereafter be amended,
modified, renewed, replaced and/or restated from time to time.
1.112 "Swing Line Usage" means, as at any date of
determination thereof, the sum of the maximum aggregate
principal amount of all outstanding Swing Line Loans, which
amount shall never exceed $12,500,000.
1.119 "First Amendment" means the First Amendment to
Loan Instruments made and entered into as of June 23, 1997, by
and among the Banks, the Administrative Bank and the
Borrowers.
1.120 "First Amendment Closing Date" means the date
on which the First Amendment to Loan Instruments has been
executed and delivered by the parties thereto, June 23, 1997.
1.121 "Existing Borrowers" means any and all
Borrowers party to the Loan Agreement as of December 23, 1996,
other than Southwind Residential Services, Inc., formerly a
Kansas corporation, and Residential Alternatives in Supportive
Environments, Inc., formerly an Ohio corporation, which were
merged into other Borrowers.
1.122 "New Borrowers" means certain Subsidiaries
created or acquired since December 23, 1996, specifically
identified as RSCR West Virginia, Inc. and Raiment, Inc. but
does not currently include the entities listed on Schedule
1.122 attached to the First Amendment.
D. SECTION 2 - REVOLVING CREDIT FACILITY. Section 2 of the
Loan Agreement is hereby amended and restated as follows:
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(1) Section 2. The first paragraph of Section 2 is
hereby amended and restated in its entirety as follows:
Subject to the terms and conditions of this Loan Agreement,
the Banks hereby establish the Revolving Credit Facility in
favor of the Borrowers in the principal amount of One Hundred
Million Dollars ($100,000,000). Pursuant to the Revolving
Credit Facility, the Borrowers may obtain Revolving Credit
Loans and/or Letters of Credit pursuant to, and subject to the
terms and conditions set forth in, this Loan Agreement for the
purposes set forth in Sections 2.5A and 2.7 hereof. The
Revolving Credit Facility is subject to the following terms
and conditions:
(2) Section 2.1 REVOLVING LOAN COMMITMENTS, REVOLVING
CREDIT LOANS. The eighth and ninth lines of the first paragraph of Section 2.1
are hereby amended to delete the words "Sixty Five Million Dollars
($65,000,000)" and to insert therefor the words "One Hundred Million Dollars
($100,000,000)".
(3) Section 2.2A RATES OF INTEREST is hereby amended
by deleting the second paragraph thereof and subsections (i), (ii) and (iii) and
inserting therefor the following:
Subject to the provisions of Sections 2.2E and 4 hereof,
Revolving Credit Loans shall bear interest through maturity as
follows:
(i) if a Base Rate Loan, at a rate equal to the
higher of (a) the Federal Funds Effective Rate plus one half
percent (0.5%) per annum plus the Applicable Base Rate Margin
or (b) the Prime Rate plus the Applicable Base Rate Margin;
PROVIDED THAT, on each Date of Determination, commencing with
the first Date of Determination to occur after the Closing
Date, the Applicable Base Rate Margin in effect for the
Pricing Period commencing on such Date of Determination and
continuing for the term of the Pricing Period that begins on
such Date of Determination shall be the Applicable Base Rate
Margin corresponding to the Pricing Level in effect for such
Pricing Period, as follows:
Pricing Level Applicable Base Rate Margin
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Level I 0.00%
Level II 0.00%
Level III 0.00%
Level IV 0.00%
Level V 0.00%
Level VI 0.125%
(ii) if a Euro-Rate Loan, at a rate per annum equal
to the sum of the Euro-Rate plus the Applicable Euro-Rate
Margin; PROVIDED THAT, on each Date of
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Determination, commencing with the first Date of Determination
to occur after the Closing Date, the Applicable Euro-Rate
Margin in effect for the Pricing Period commencing on such
Date of Determination and continuing for the term of the
Pricing Period that begins on such Date of Determination shall
be the Applicable Euro-Rate Margin corresponding to the
Pricing Level in effect for such Pricing Period, as follows:
Pricing Level Applicable Euro-Rate Margin
------------- ---------------------------
Level I 0.500%
Level II 0.625%
Level III 0.875%
Level IV 1.125%
Level V 1.375%
Level VI 1.625%
(iii) Notwithstanding that the Pricing Level
Calculation Date of the applicable Pricing Level for a Pricing
Period occurs after the relevant Date of
Determination, upon the actual calculation of the applicable
Pricing Level for such Pricing Period, adjustments to the
amount of accrued interest on the Base Rate Loans and/or
Euro-Rate Loans, as applicable, shall be made to reflect
retroactive application of the applicable Pricing Level to the
first day of such Pricing Period.
(4) Section 2.2G LIMITATION ON EURO-RATE TRANCHES is
hereby amended and restated in its entirety as follows:
G. LIMITATION ON EURO-RATE LOAN TRANCHES. At no time
shall the number of Euro-Rate Loans outstanding at any time
outstanding exceed nine (9).
(5) Section 2.3B COMMITMENT FEE is hereby amended by
deleting subsection (i) and inserting therefor the following:
(i) The Borrowers agree to pay to the Administrative
Bank, for the benefit of the Banks in proportion to their
respective Revolving Credit Facility Pro Rata Shares,
commitment fees (the "Revolving Credit Facility Commitment
Fees") for the period from and including the Closing Date to
and excluding the Revolving Loan Commitment Termination Date,
equal to the average of the daily excess of the Revolving Loan
Commitments (as they may be reduced pursuant to Section 2.4C
hereof) over the aggregate outstanding principal amount of
Revolving Credit Loans and the Letter of Credit Usage
multiplied by the Applicable Commitment Fee Percentage set
forth below; PROVIDED THAT, on each Date of Determination,
commencing with the first Date of Determination to occur after
the Closing Date, the Applicable Commitment Fee Percentage in
effect for the Pricing Period
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commencing on such Date of Determination and continuing for
the term of the Pricing Period that begins on such Date of
Determination shall be the Applicable Commitment Fee
Percentage corresponding to the Pricing Level in effect for
such Pricing Period, as follows:
Pricing Level Applicable Commitment Fee Percentage
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Level I 0.25%
Level II 0.25%
Level III 0.25%
Level IV 0.25%
Level V 0.30%
Level VI 0.30%
PROVIDED, FURTHER, that, in the case of PNC only, the
calculation of the Revolving Credit Facility Commitment Fee
shall be adjusted to add the aggregate outstanding principal
amount of Swing Line Loans to the aggregate outstanding
principal amount of Revolving Credit Loans and the Letter of
Credit Usage allocable to PNC, before the calculation of the
Revolving Credit Facility Commitment Fee payable to PNC is
performed.
The Revolving Credit Facility Commitment Fees shall be
calculated on the basis of a 360-day year and the actual
number of days elapsed and shall be payable quarterly in
arrears on the last day of each Fiscal Quarter, commencing on
the first such date to occur after the Closing Date, and on
the Revolving Loan Commitment Termination Date. The Borrowers
shall have no liability to the Banks for any Revolving Credit
Facility Commitment Fees paid to the Administrative Bank which
the Administrative Bank does not properly remit to such Bank,
and such Bank's sole remedy in respect thereof shall be
against the Administrative Bank.
(6) Section 2.3 FEES . A new Section 2.3D FIRST
AMENDMENT CLOSING FEES AND EXPENSES is added to Section 2.3 as follows:
D. FIRST AMENDMENT CLOSING FEES AND EXPENSES . The
Borrowers agree to pay to the Administrative Bank on the First
Amendment Closing Date, for the benefit of the Banks, Closing
Fees in the total amount set forth in SCHEDULE 2.3D hereto.
Upon receipt of such moneys, the Administrative Bank shall
remit the Closing Fees set forth in SCHEDULE 2.3D to the
Banks. The Borrowers shall have no liability to any Bank for
any Closing Fees paid to the Administrative Bank which the
Administrative Bank does not properly remit to such Bank
pursuant to SCHEDULE 2.3D, and such Bank's sole remedy in
respect thereof shall be against the Administrative Bank.
Pursuant to this Section 2.3D and Section 15.10 hereof, the
Borrowers also agree to pay to the Administrative Bank on the
Closing Date the
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reasonable fees and expenses of the Administrative Bank's
counsel in negotiating, drafting and closing the First
Amendment and related documents.
(7) Section 2.7F COMPENSATION (with respect to
Letters of Credit) is hereby amended by deleting subsection (i) and inserting
therefor the following:
(i) With respect to each Letter of Credit, a letter
of credit fee (the "Letter of Credit Fee") payable to PNC for
the account of the Banks (and to be shared by the Banks pro
rata in accordance with their respective Revolving Credit
Facility Pro Rata Shares) equal to the Applicable Letter of
Credit Percentage multiplied by the maximum amount available
from time to time to be drawn under such Letter of Credit;
PROVIDED THAT, on each Date of Determination, commencing with
the first Date of Determination to occur after the Closing
Date, the applicable Letter of Credit Percentage in effect for
the Pricing Period commencing on such Date of Determination
and continuing for the term of the Pricing Period that begins
on such Date of Determination shall be the Applicable Letter
of Credit Percentage corresponding to the Pricing Level in
effect for such Pricing Period, as follows:
Pricing Level Applicable Letter of Credit Percentage
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Level I 0.500%
Level II 0.625%
Level III 0.875%
Level IV 1.125%
Level V 1.375%
Level VI 1.625%
The Letter of Credit Fee, as based on the Applicable Letter of
Credit Percentage, shall be payable quarterly in advance
beginning on the date of issuance of such Letter of Credit and
quarterly in advance beginning on the date, if such should
occur, of each renewal or extension of such Letter of Credit;
E. SECTION 3 - SWING LINE CREDIT FACILITY. Section 3 of the
Loan Agreement is hereby amended and restated as follows:
(1) Section 3.1. The first paragraph of Section 3.1
is hereby amended and restated in its entirety as follows:
3.1 SWING LINE CREDIT FACILITY. From the date hereof
throughout the Swing Line Commitment Period, and subject to
the terms, conditions and other provisions of this Agreement,
PNC agrees to make Swing Line Loans to the Borrowers from time
to time in a total amount not exceeding Twelve Million Five
Hundred Thousand Dollars ($12,500,000.00) in amounts of Twenty
Five Thousand
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Dollars ($25,000) and integral multiples of Five Thousand
Dollars ($5,000) in excess thereof. The Swing Line Credit
Facility is established for the administrative convenience of
the Borrowers, PNC and the Banks. During the Swing Line
Commitment Period the Borrowers may borrow and repay advances
under the Swing Line Credit Facility in whole or in part, and
reborrowing all in accordance with the terms, conditions and
other provisions of this Agreement. The making of each Swing
Line Loan shall be subject to the further provisions of this
Section 3.1, and shall be subject to all of the conditions of
lending stated in Section 5.2 being fulfilled at the time of
each Swing Line Loan, and provided further that each Swing
Line Loan shall be on the terms and subject to the conditions
hereinafter stated.
(2) Section 3.1H. Section 3.1H is hereby amended and
restated in its entirety as follows:
H. LIMITATION. The Borrowers may not request that PNC
make any Swing Line Loan if, after making such Swing Line
Loan, (y) the total aggregate principal amount of outstanding
Swing Line Loans would exceed Twelve Million Five Hundred
Thousand Dollars ($12,500,000.00), or (z) the Total
Utilization of Revolving Loan Commitments would exceed the
Revolving Loan Commitments, as the amount available under such
Revolving Loan Commitments may be reduced from time to time
pursuant to Section 2.4C hereof.
F. SECTION 8 - NEGATIVE COVENANTS. Section 8 of the Loan
Agreement is hereby amended and restated as follows:
(1) Section 8.2 INDEBTEDNESS. Section 8.2 is hereby
amended and restated in its entirety as follows:
8.2 INDEBTEDNESS, ETC. The Borrowers will not,
without the prior written consent of the 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 Xxxxxxx 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 Twelve Million Five
Hundred Thousand Dollars ($12,500,000); and
(vii) The advances, loans and guarantees permitted
under Section 8.12 hereof.
(2) Section 8.11 PERMITTED BUSINESS COMBINATIONS. Section 8.11
is hereby amended by deleting subsections (iv) and (v) and inserting therefor
the following:
(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
the current Fiscal Year does not exceed Fifty Million Dollars
($50,000,000);
(v) the Business Combination Consideration associated
with the proposed Business Combination does not exceed Ten
Million Dollars ($10,000,000)(except for the acquisition of
certain interests by RCP and RSCRP to occur on or after the
Closing Date as contemplated in the Exchange Agreement dated
December 9, 1996);
G. SECTION 14 - NOTICES. Section 14 of the Loan Agreement is
hereby amended to add to the list of Banks which shall receive notice pursuant
to Section 14, Wachovia, as follows:
Wachovia Bank, N.A.
000 Xxxxxxxxx Xxxxxx, 00xx Xxxxx
Xxxxxxx, Xxxxxxx 00000-0000
Attn: Xxxx Xxxx, Assistant Vice President
12
13
H. 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 First Amendment.
I. SCHEDULE 2.1 - SCHEDULE OF REVOLVING LOAN COMMITMENTS AND
REVOLVING CREDIT FACILITY PRO RATA SHARES. Schedule 2.1 is hereby amended and
replaced in its entirety by Schedule 1 attached to this First Amendment.
J. SCHEDULE 2.3D - SCHEDULE OF FIRST AMENDMENT CLOSING FEES.
Schedule 2.3D is hereby added to the Loan Agreement by Schedule 2.3D attached to
this First Amendment.
K. SCHEDULE 6.13 - CONSOLIDATED SUBSIDIARIES OF RES-CARE,
INC.. Schedule 6.13 is hereby amended by adding the entities listed on Schedule
6.13 to this First Amendment thereto.
L. SCHEDULE 8.4 - SCHEDULE OF LIENS NOT OTHERWISE DESCRIBED IN
SECTION 8.4. Schedule 8.4 is hereby amended and restated in its entirety by
Schedule 8.4 attached to this Amendment.
M. EXHIBITS A-1 THROUGH A-4. Exhibits A-1 through A-4 are
replaced in their entirety by Exhibits A-1 through A-5 attached to this First
Amendment.
N. RATIFICATION. The Loan Agreement, as amended by this First
Amendment, remains in full force and effect and the Borrower reaffirms and
ratifies its obligations under the Loan Agreement, as amended by this First
Amendment.
II. AMENDMENT AND RESTATEMENT OF REVOLVING CREDIT NOTES
The Revolving Credit Notes are amended and restated in their
entirety by new Revolving Credit Notes, in the form of Exhibits A-1 through A-5
attached to this First Amendment, executed and delivered by the Borrowers in
amendment and replacement of, but not in novation of, the original Revolving
Credit Notes.
III. AMENDMENT AND RESTATEMENT OF SWING LINE NOTE
The Swing Line Note is amended and restated in its entirety by
the new Swing Line Note, in the form of Exhibit B attached to this First
Amendment, executed and delivered by the Borrowers in amendment and replacement
of, but not in novation of, the original Swing Line Note.
IV. AMENDMENT OF STOCK PLEDGE AGREEMENT
13
14
A. PRELIMINARY STATEMENT. Paragraph A of the Preliminary
Statement of the Stock Pledge Agreement is amended and restated in its entirety
as follows:
Pursuant to that certain Loan Agreement of even date herewith,
among (i) (a) 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 in its capacity as the Administrative Bank;
and (iii) Res-Care and each of the Consolidated Subsidiaries
of Res-Care identified on SCHEDULE 1 to the Loan Agreement
(Res-Care and each Consolidated Subsidiary, collectively, the
"Borrowers"), (a) the Banks have established a revolving line
of credit in the principal amount of One Hundred Million
Dollars ($100,000,000.00) in favor of the Borrowers (the
"Revolving Credit Facility"), (b) the Banks have committed to
issue letters of credit for the account of the Borrowers in an
aggregate amount of up to Ten Million Dollars ($10,000,000.00)
as a sublimit of the Revolving Credit Facility (the "Letter of
Credit Facility"), and (c) PNC has established a swing line
revolving line of credit in the principal amount of Twelve
Million Five Hundred Thousand Dollars ($12,500,000.00) in
favor of the Borrowers as a sublimit of the Revolving Credit
Facility (the "Swing Line Credit Facility").
B. EXHIBIT A TO STOCK PLEDGE AGREEMENT. Exhibit A to the Stock
Pledge Agreement is amended and restated in its entirety by Exhibit C to this
First Amendment.
C. DELIVERY OF STOCK CERTIFICATES TO ADMINISTRATIVE BANK.
Res-Care covenants to deliver the pledged share certificates identified in
Section II of Exhibit A to the Stock Pledge Agreement, as amended, to the
Administrative Bank on the First Amendment Closing Date.
D. RATIFICATION. The Stock Pledge Agreement, as amended by
this First Amendment, remains in full force and effect and Res-Care reaffirms
and ratifies its obligations under the Stock Pledge Agreement, as amended by
this First Amendment.
V. 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
14
15
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
First Amendment. Additionally, each of the New Borrowers, as of the date of the
First 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.
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 First 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 FIRST 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 First
Amendment Closing Date, the Banks shall have received the following from the
Borrowers, dated the First Amendment Closing Date or such other date as shall be
acceptable to the Banks:
(1) This First Amendment, duly executed and delivered by the
each of the Borrowers.
(2) The Revolving Credit Notes, duly executed and delivered by
each of the Borrowers.
(3) The Swing Line Note, duly executed and delivered by each
of the Borrowers.
(4) 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:
RSCR West Virginia, Inc.*
Raiment, Inc.
*Already delivered to the Administrative Bank.
(5) Security Agreements, executed and delivered by all
Subsidiaries acquired or created by all New Borrowers, as identified below:
15
16
RSCR West Virginia, Inc.*
Raiment, Inc.
*Already delivered to the Administrative Bank.
(6) 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 December 23, 1996,
as identified below:
RSCR West Virginia, Inc.*
Raiment, Inc.
*Already delivered to the Administrative Bank.
(7) A Certificate of the Secretary or Assistant Secretary of
each the Existing Borrowers certifying as to the authenticity, completeness and
accuracy of, and attaching copies of any amendments to the Articles of
Incorporation or Bylaws since December 23, 1996, and Resolutions of the Board of
Directors of each of the Existing Borrowers authorizing such Borrower's
execution, delivery and performance of the First 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.
(8) 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 First 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.
(9) 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 December 23, 1996, but to be given with respect to the execution and
delivery of this First Amendment.
(10) Such other documents as the Banks may reasonably request.
16
17
VII. REPRESENTATIONS AND WARRANTIES
A. REPRESENTATIONS AND WARRANTIES OF BORROWER AND CONSOLIDATED
SUBSIDIARIES. To induce the Banks to enter into this First Amendment, the
Borrowers represent and warrant to the Banks as follows:
(1) Each Borrower has full power, authority, and capacity to
enter into this First Amendment, and this First 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 First 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 First 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.
17
18
IN WITNESS WHEREOF, the Borrowers, the Banks and the Administrative
Bank have each caused this First Amendment to be duly executed as of the date
and year first hereinabove written.
PNC BANK, KENTUCKY, INC.
("PNC")
--------------------------------------
By: Xxx Xxxxxxxxxx, Vice President
NATIONAL CITY BANK OF
KENTUCKY
("National City")
--------------------------------------
By: Xxxxx Xxxxx, Vice President
SUNTRUST BANK, NASHVILLE, N.A.
("SunTrust")
Xxxxx Xxxx Xxxxx, Group Vice President
--------------------------------------
BANK ONE, KENTUCKY, NA
("Bank One")
Xxxx X. Xxxxxx, Senior Vice President
--------------------------------------
WACHOVIA BANK, N.A.
("Wachovia")
By:
--------------------------------------
PNC BANK, KENTUCKY, INC.
(the "Administrative Bank")
By: Xxx Xxxxxxxxxx, Vice President
--------------------------------------
18
19
RES-CARE, INC.
(a "Maker")
--------------------------------------
By: Xxxxxx X. Xxxxx, President and
Chief Executive Officer
COMMUNITY ALTERNATIVES INDIANA,
INC.
(a "Maker")
--------------------------------------
By: Xxxxxx X. Xxxxx, President
COMMUNITY ALTERNATIVES
NEBRASKA, INC.
(a "Maker")
--------------------------------------
By: Xxxxxx X. Xxxxx, President
COMMUNITY ADVANTAGE, INC.
(a "Maker")
--------------------------------------
By: Xxxxxx X. Xxxxx, President
TEXAS HOME MANAGEMENT, INC.
(a "Maker")
--------------------------------------
By: Xxxxxx X. Xxxxx, President
CAPITAL TX INVESTMENTS, INC.
(a "Maker")
--------------------------------------
By: Xxxxxx X. Xxxxx, President
19
20
THM HOMES, INC.
(a "Maker")
--------------------------------------
By: Xxxxxx X. Xxxxx, President
RSCR TEXAS, INC.
(a "Maker")
--------------------------------------
By: Xxxxxx X. Xxxxx, President
RES-CARE NEW MEXICO, INC.
(a "Maker")
--------------------------------------
By: Xxxxxx X. Xxxxx, President
RES-CARE OHIO, INC.
(a "Maker")
--------------------------------------
By: Xxxxxx X. Xxxxx, President
COMMUNITY ALTERNATIVES OF
TEXAS, INC.
(a "Maker")
--------------------------------------
By: Xxxxxx X. Xxxxx, President
CATX PROPERTIES, INC.
(a "Maker")
--------------------------------------
By: Xxxxxx X. Xxxxx, President
20
21
RES-CARE CALIFORNIA, INC., d/b/a
RCCA Services
(a "Maker")
--------------------------------------
By: Xxxxxx X. Xxxxx, President
RES-CARE FLORIDA, INC.
(a "Maker")
--------------------------------------
By: Xxxxxx X. Xxxxx, President
RSCR CALIFORNIA, INC.
(a "Maker")
--------------------------------------
By: Xxxxxx X. Xxxxx, President
RES-CARE KANSAS, INC.
(a "Maker")
--------------------------------------
By: Xxxxxx X. Xxxxx, President
RES-CARE ILLINOIS, INC.
(a "Maker")
--------------------------------------
By: Xxxxxx X. Xxxxx, President
RES-CARE OKLAHOMA, INC.
(a "Maker")
--------------------------------------
By: Xxxxxx X. Xxxxx, President
21
22
RES-CARE TENNESSEE, INC.
(a "Maker")
--------------------------------------
By: Xxxxxx X. Xxxxx, President
RES-CARE TRAINING
TECHNOLOGIES, INC.
(a "Maker")
--------------------------------------
By: Xxxxxx X. Xxxxx, President
YOUTHTRACK, INC.
(a "Maker")
--------------------------------------
By: Xxxxxx X. Xxxxx, Chairman
RES-CARE PREMIER, INC.
(a "Maker")
--------------------------------------
By: Xxxxxx X. Xxxxx, President
RSCR PREMIER, INC.
(a "Maker")
--------------------------------------
By: Xxxxxx X. Xxxxx, President
RES-CARE NEW JERSEY, INC.
(a "Maker")
--------------------------------------
By: Xxxxxx X. Xxxxx, President
22
23
COMMUNITY ALTERNATIVES
KENTUCKY, INC.
(a "Maker")
--------------------------------------
By: Xxxxxx X. Xxxxx, President
ALTERNATIVE YOUTH SERVICES, INC.
(a "Maker")
--------------------------------------
By: Xxxxxx X. Xxxxx, President
COMMUNITY ALTERNATIVES
VIRGINIA, INC.
(a "Borrower")
By: Xxxxxx X. Xxxxx, President
--------------------------------------
RSCR WEST VIRGINIA, INC.
(a "Maker")
--------------------------------------
By: Xxxxxx X. Xxxxx, President
RAIMENT, INC.
(a "Maker")
--------------------------------------
By: Xxxxxx X. Xxxxx, President
23
24
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").
14. RSCR CALIFORNIA, INC., a Delaware corporation with principal
office and place of business in Louisville, Kentucky ("RSCRC").
25
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. RAIMENT, INC., a Missouri corporation with principal office and
place of business in Louisville, Kentucky ("R").
26
SCHEDULE 2.1
SCHEDULE OF REVOLVING LOAN COMMITMENTS AND
REVOLVING CREDIT FACILITY PRO RATA SHARES
The maximum amount of the Revolving Credit Facility is $100,000,000.
Revolving
Loan
Name Of Bank Pro Rata Share Commitment
------------ -------------- ----------
PNC Bank, Kentucky, Inc. 30.00% $30,000,000
National City Bank, Kentucky 24.00 24,000,000
SunTrust Bank, Nashville, NA 18.00 18,000,000
Bank One, Kentucky NA 18.00 18,000,000
Wachovia Bank, N.A. 10.00 10,000,000
----- ----------
Totals 100.00% $100,000,000
27
SCHEDULE 2.3D
SCHEDULE OF FIRST AMENDMENT CLOSING FEES
The Banks identified below will receive a payment of First Amendment
Closing Fees under this SCHEDULE 2.3D, based upon the total additional
commitment of each Bank under the First Amendment, multiplied by 20/100 of one
percent (0.20%), as set forth in the table below. The aggregate First Amendment
Closing Fees payable under this SCHEDULE 2.3D total $70,000 ($35,000,000 x
0.20%).
Additional Applicable
Name of Bank Commitment Percentage Closing Fee
------------ ---------- ---------- -----------
PNC Bank, Kentucky, Inc. $ 5,000,000 0.20% $10,000.00
National City Bank, Kentucky 6,500,000 0.20% 13,000.00
SunTrust Bank, Nashville, NA 5,500,000 0.20% 11,000.00
Bank One, Kentucky NA 8,000,000 0.20% 16,000.00
Wachovia Bank, N.A. 10,000,000 0.20% 20,000.00
---------- ---------
Totals $35,000,000 $ 70,000.00
28
SCHEDULE 8.4
Schedule of Existing Liens Not Otherwise Described in Section 8.4
-----------------------------------------------------------------
1. UCC-1 from Res-Care, Inc., as Debtor, in favor of Orix Credit
Alliance, Inc., filed in Xxxxxxxxx Xxxxxx, Xxxxxxxx, #00-00000.
2. Security documents from Raiment, Inc. in favor of Boatmen's,
including, but not limited to a security agreement and UCC-1s with respect to a
revolving line of credit with a current balance of approximately $6,000 and a
deed of trust securing a loan with a currrent balance of approximately $92,000.
Raiment, Inc. and Res-Care, Inc. covenant to cause these security documents to
be released within 30 days of the First Amendment Closing Date.
29
EXHIBIT A-1
-----------
AMENDED AND RESTATED REVOLVING CREDIT PROMISSORY NOTE
$30,000,000.00 December 23, 1996
Restated as of June _, 1997
FOR VALUE RECEIVED, RES-CARE, INC., COMMUNITY ALTERNATIVES INDIANA,
INC., COMMUNITY ALTERNATIVES NEBRASKA, INC., COMMUNITY ADVANTAGE, INC., TEXAS
HOME MANAGEMENT, INC., CAPITAL TX INVESTMENTS, INC., THM HOMES, INC., RSCR
TEXAS, INC., formerly THM Properties, Inc., RES-CARE NEW MEXICO, INC., RES-CARE
OHIO, INC., COMMUNITY ALTERNATIVES OF TEXAS, INC., CATX PROPERTIES, INC.,
RES-CARE CALIFORNIA, INC., d/b/a RCCA Services, RES-CARE FLORIDA, 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., RSCR PREMIER, INC., RES-CARE NEW
JERSEY, INC., COMMUNITY ALTERNATIVES KENTUCKY, INC., ALTERNATIVE YOUTH SERVICES,
INC., COMMUNITY ALTERNATIVES VIRGINIA, INC., RSCR WEST VIRGINIA, INC., and
RAIMENT, INC. (collectively, the "Makers"), promise to pay to the order of PNC
BANK, KENTUCKY, INC., a Kentucky banking corporation (the "Payee"), on or before
the Revolving Loan Commitment Termination Date (as defined in the Loan Agreement
defined below), the lesser of (y) Thirty Million Dollars ($30,000,000.00), and
(z) the unpaid aggregate principal amount of all advances made by the Payee to
the Makers as Revolving Credit Loans under the Loan Agreement referred to below.
The Makers also promise to pay interest on the unpaid principal amount
hereof until paid at the rates, at the times and from the dates which shall be
determined in accordance with the provisions of that certain Loan Agreement
dated as of December 23, 1996, as amended (together with all future amendments,
modifications, supplements and/or restatements thereof, the "Loan Agreement";
capitalized terms used herein without definition shall have the meanings
assigned those terms in the Loan Agreement), entered into by and among the
Makers, the Banks party thereto (referred to herein individually as a "Bank" and
collectively as the "Banks"), and PNC Bank, Kentucky, Inc., as Administrative
Bank.
This Note is one of the Makers' "Revolving Credit Notes" and is issued
pursuant to and is entitled to the benefits of the Loan Agreement to which
reference is hereby made for a more complete statement of the terms and
conditions under which the Revolving Credit Loans evidenced hereby were or are
made and are to be repaid.
All payments of principal and interest in respect of this Note shall be
made in lawful money of the United States of America in same day funds at the
office of the Administrative Bank located
A-1-1
30
at 000 Xxxx Xxxxxxxxx Xxxxxx, Xxxxxxxxxx, Xxxxxxxx, or at such other place as
shall be designated in writing for such purpose in accordance with the terms of
the Loan Agreement. Until notified in writing of the transfer of this Note, the
Makers and the Administrative Bank shall be entitled to deem the Payee or such
person who has been so identified by the transferor in writing to the Makers and
the Administrative Bank as the holder of this Note, as the owner and holder of
this Note. Each of the Payee and any subsequent holder of this Note agrees that
before disposing of this Note or any part hereof it will make a notation hereon
or in its records of all principal payments previously made hereunder and of the
date to which interest herein has been paid; PROVIDED, HOWEVER, that the failure
to make a notation of any payment made on this Note shall not limit or otherwise
affect the obligation of the Makers hereunder with respect to payments of
principal or interest on this Note.
Whenever any payment on this Note shall be stated to be due on a day
which is not a Business Day, such payment shall be made on the next succeeding
Business Day and such extension of time shall be included in the computation of
the payment of interest on this Note; PROVIDED, HOWEVER, that if the day on
which any payment relating to a Euro-Rate Loan is due is not a Business Day but
is a day of the month after which no further Business Day occurs in such month,
then the due date thereof shall be the next preceding Business Day.
This Note is subject to prepayment at the option of the Makers as
provided in Section 2.4 of the Loan Agreement.
This Note is secured by the Stock Pledge Agreement and the Security
Agreements.
This Note is subject to restriction on transfer or assignment as
provided in Section 12 of the Loan Agreement.
THE LOAN AGREEMENT AND THIS NOTE SHALL BE GOVERNED BY, AND SHALL BE
CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE COMMONWEALTH
OF KENTUCKY, WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES.
Upon the occurrence of an Event of Default, the unpaid balance of the
principal amount of this Note may become, or may be declared to be, due and
payable in the manner, upon the conditions and with the effect provided in the
Loan Agreement.
The terms of this Note are subject to amendment only in the manner
provided in the Loan Agreement.
No reference herein to the Loan Agreement and no provision of this Note
or the Loan Agreement shall alter or impair the obligation of the Makers, which
is absolute and unconditional, to pay the principal of and interest on this Note
at the place, at the respective times, and in the currency herein prescribed.
A-1-2
31
The Makers promise to pay all reasonable costs and expenses, including
reasonable fees and expenses of counsel, as provided in Section 10.4 of the Loan
Agreement. The Makers hereby consent to all renewals and extensions of time at
or after the maturity hereof, without notice, and hereby waives diligence,
presentment, protest, demand and notice of every kind and, to the full extent
permitted by law, the right to plead any statute of limitations as a defense to
any demand hereunder.
This Note is delivered in amendment and restatement of, but not in
novation of, that Note of the Makers in the original amount of $25,000,000 dated
December 23, 1996.
A-1-3
32
IN WITNESS WHEREOF, the Makers have caused this Note to be executed and
delivered by its duly authorized officer, as of the day and year and the place
first above written.
RES-CARE, INC.
(a "Maker")
-------------------------------------
By: Xxxxxx X. Xxxxx, President and
Chief Executive Officer
COMMUNITY ALTERNATIVES INDIANA,
INC.
(a "Maker")
-------------------------------------
By: Xxxxxx X. Xxxxx, President
COMMUNITY ALTERNATIVES
NEBRASKA, INC.
(a "Maker")
-------------------------------------
By: Xxxxxx X. Xxxxx, President
COMMUNITY ADVANTAGE, INC.
(a "Maker")
-------------------------------------
By: Xxxxxx X. Xxxxx, President
TEXAS HOME MANAGEMENT, INC.
(a "Maker")
-------------------------------------
By: Xxxxxx X. Xxxxx, President
CAPITAL TX INVESTMENTS, INC.
(a "Maker")
-------------------------------------
By: Xxxxxx X. Xxxxx, President
A-1-4
33
THM HOMES, INC.
(a "Maker")
-------------------------------------
By: Xxxxxx X. Xxxxx, President
RSCR TEXAS, INC.
(a "Maker")
-------------------------------------
By: Xxxxxx X. Xxxxx, President
RES-CARE NEW MEXICO, INC.
(a "Maker")
-------------------------------------
By: Xxxxxx X. Xxxxx, President
RES-CARE OHIO, INC.
(a "Maker")
-------------------------------------
By: Xxxxxx X. Xxxxx, President
COMMUNITY ALTERNATIVES OF
TEXAS, INC.
(a "Maker")
-------------------------------------
By: Xxxxxx X. Xxxxx, President
CATX PROPERTIES, INC.
(a "Maker")
-------------------------------------
By: Xxxxxx X. Xxxxx, President
A-1-5
34
RES-CARE CALIFORNIA, INC., d/b/a
RCCA Services
(a "Maker")
-------------------------------------
By: Xxxxxx X. Xxxxx, President
RES-CARE FLORIDA, INC.
(a "Maker")
-------------------------------------
By: Xxxxxx X. Xxxxx, President
RSCR CALIFORNIA, INC.
(a "Maker")
-------------------------------------
By: Xxxxxx X. Xxxxx, President
RES-CARE KANSAS, INC.
(a "Maker")
-------------------------------------
By: Xxxxxx X. Xxxxx, President
RES-CARE ILLINOIS, INC.
(a "Maker")
-------------------------------------
By: Xxxxxx X. Xxxxx, President
RES-CARE OKLAHOMA, INC.
(a "Maker")
-------------------------------------
By: Xxxxxx X. Xxxxx, President
A-1-6
35
RES-CARE TENNESSEE, INC.
(a "Maker")
-------------------------------------
By: Xxxxxx X. Xxxxx, President
RES-CARE TRAINING
TECHNOLOGIES, INC.
(a "Maker")
-------------------------------------
By: Xxxxxx X. Xxxxx, President
YOUTHTRACK, INC.
(a "Maker")
-------------------------------------
By: Xxxxxx X. Xxxxx, Chairman
RES-CARE PREMIER, INC.
(a "Maker")
-------------------------------------
By: Xxxxxx X. Xxxxx, President
RSCR PREMIER, INC.
(a "Maker")
-------------------------------------
By: Xxxxxx X. Xxxxx, President
RES-CARE NEW JERSEY, INC.
(a "Maker")
-------------------------------------
By: Xxxxxx X. Xxxxx, President
A-1-7
36
COMMUNITY ALTERNATIVES
KENTUCKY, INC.
(a "Maker")
-------------------------------------
By: Xxxxxx X. Xxxxx, President
ALTERNATIVE YOUTH SERVICES, INC.
(a "Maker")
-------------------------------------
By: Xxxxxx X. Xxxxx, President
COMMUNITY ALTERNATIVES
VIRGINIA, INC.
(a "Borrower")
By: Xxxxxx X. Xxxxx, President
-------------------------------------
RSCR WEST VIRGINIA, INC.
(a "Maker")
-------------------------------------
By: Xxxxxx X. Xxxxx, President
RAIMENT, INC.
(a "Maker")
-------------------------------------
By: Xxxxxx X. Xxxxx, President
A-1-8
37
EXHIBIT A-2
-----------
AMENDED AND RESTATED REVOLVING CREDIT PROMISSORY NOTE
$24,000,000.00 December 23, 1996
Restated as of June _, 1997
FOR VALUE RECEIVED, RES-CARE, INC., COMMUNITY ALTERNATIVES INDIANA,
INC., COMMUNITY ALTERNATIVES NEBRASKA, INC., COMMUNITY ADVANTAGE, INC., TEXAS
HOME MANAGEMENT, INC., CAPITAL TX INVESTMENTS, INC., THM HOMES, INC., RSCR
TEXAS, INC., formerly THM Properties, Inc., RES-CARE NEW MEXICO, INC., RES-CARE
OHIO, INC., COMMUNITY ALTERNATIVES OF TEXAS, INC., CATX PROPERTIES, INC.,
RES-CARE CALIFORNIA, INC., d/b/a RCCA Services, RES-CARE FLORIDA, 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., RSCR PREMIER, INC., RES-CARE NEW
JERSEY, INC., COMMUNITY ALTERNATIVES KENTUCKY, INC., ALTERNATIVE YOUTH SERVICES,
INC., COMMUNITY ALTERNATIVES VIRGINIA, INC., RSCR WEST VIRGINIA, INC., and
RAIMENT, INC. (collectively, the "Makers"), promise to pay to the order of
NATIONAL CITY BANK OF KENTUCKY, a national banking association (the "Payee"), on
or before the Revolving Loan Commitment Termination Date (as defined in the Loan
Agreement defined below), the lesser of (y) Twenty Four Million Dollars
($24,000,000.00), and (z) the unpaid aggregate principal amount of all advances
made by the Payee to the Makers as Revolving Credit Loans under the Loan
Agreement referred to below.
The Makers also promise to pay interest on the unpaid principal amount
hereof until paid at the rates, at the times and from the dates which shall be
determined in accordance with the provisions of that certain Loan Agreement
dated as of December 23, 1996, as amended (together with all future amendments,
modifications, supplements and/or restatements thereof, the "Loan Agreement";
capitalized terms used herein without definition shall have the meanings
assigned those terms in the Loan Agreement), entered into by and among the
Makers, the Banks party thereto (referred to herein individually as a "Bank" and
collectively as the "Banks"), and PNC Bank, Kentucky, Inc., as Administrative
Bank.
This Note is one of the Makers' "Revolving Credit Notes" and is issued
pursuant to and is entitled to the benefits of the Loan Agreement to which
reference is hereby made for a more complete statement of the terms and
conditions under which the Revolving Credit Loans evidenced hereby were or are
made and are to be repaid.
All payments of principal and interest in respect of this Note shall be
made in lawful money of the United States of America in same day funds at the
office of the Administrative Bank located at 000 Xxxx Xxxxxxxxx Xxxxxx,
Xxxxxxxxxx, Xxxxxxxx, or at such other place as shall be designated in
A-2-1
38
writing for such purpose in accordance with the terms of the Loan Agreement.
Until notified in writing of the transfer of this Note, the Makers and the
Administrative Bank shall be entitled to deem the Payee or such person who has
been so identified by the transferor in writing to the Makers and the
Administrative Bank as the holder of this Note, as the owner and holder of this
Note. Each of the Payee and any subsequent holder of this Note agrees that
before disposing of this Note or any part hereof it will make a notation hereon
or in its records of all principal payments previously made hereunder and of the
date to which interest herein has been paid; PROVIDED, HOWEVER, that the failure
to make a notation of any payment made on this Note shall not limit or otherwise
affect the obligation of the Makers hereunder with respect to payments of
principal or interest on this Note.
Whenever any payment on this Note shall be stated to be due on a day
which is not a Business Day, such payment shall be made on the next succeeding
Business Day and such extension of time shall be included in the computation of
the payment of interest on this Note; PROVIDED, HOWEVER, that if the day on
which any payment relating to a Euro-Rate Loan is due is not a Business Day but
is a day of the month after which no further Business Day occurs in such month,
then the due date thereof shall be the next preceding Business Day.
This Note is subject to prepayment at the option of the Makers as
provided in Section 2.4 of the Loan Agreement.
This Note is secured by the Stock Pledge Agreement and the Security
Agreements.
This Note is subject to restriction on transfer or assignment as
provided in Section 12 of the Loan Agreement.
THE LOAN AGREEMENT AND THIS NOTE SHALL BE GOVERNED BY, AND SHALL BE
CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE COMMONWEALTH
OF KENTUCKY, WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES.
Upon the occurrence of an Event of Default, the unpaid balance of the
principal amount of this Note may become, or may be declared to be, due and
payable in the manner, upon the conditions and with the effect provided in the
Loan Agreement.
The terms of this Note are subject to amendment only in the manner
provided in the Loan Agreement.
No reference herein to the Loan Agreement and no provision of this Note
or the Loan Agreement shall alter or impair the obligation of the Makers, which
is absolute and unconditional, to pay the principal of and interest on this Note
at the place, at the respective times, and in the currency herein prescribed.
A-2-2
39
The Makers promise to pay all reasonable costs and expenses, including
reasonable fees and expenses of counsel, as provided in Section 10.4 of the Loan
Agreement. The Makers hereby consent to all renewals and extensions of time at
or after the maturity hereof, without notice, and hereby waives diligence,
presentment, protest, demand and notice of every kind and, to the full extent
permitted by law, the right to plead any statute of limitations as a defense to
any demand hereunder.
This Note is delivered in amendment and restatement of, but not in
novation of, that Note of the Makers in the original amount of $17,500,000 dated
December 23, 1996.
A-2-3
40
IN WITNESS WHEREOF, the Makers have caused this Note to be executed and
delivered by its duly authorized officer, as of the day and year and the place
first above written.
RES-CARE, INC.
(a "Maker")
-----------------------------------
By: Xxxxxx X. Xxxxx, President and
Chief Executive Officer
COMMUNITY ALTERNATIVES INDIANA,
INC.
(a "Maker")
-----------------------------------
By: Xxxxxx X. Xxxxx, President
COMMUNITY ALTERNATIVES
NEBRASKA, INC.
(a "Maker")
-----------------------------------
By: Xxxxxx X. Xxxxx, President
COMMUNITY ADVANTAGE, INC.
(a "Maker")
-----------------------------------
By: Xxxxxx X. Xxxxx, President
TEXAS HOME MANAGEMENT, INC.
(a "Maker")
-----------------------------------
By: Xxxxxx X. Xxxxx, President
CAPITAL TX INVESTMENTS, INC.
(a "Maker")
-----------------------------------
By: Xxxxxx X. Xxxxx, President
A-2-4
41
THM HOMES, INC.
(a "Maker")
-----------------------------------
By: Xxxxxx X. Xxxxx, President
RSCR TEXAS, INC.
(a "Maker")
-----------------------------------
By: Xxxxxx X. Xxxxx, President
RES-CARE NEW MEXICO, INC.
(a "Maker")
-----------------------------------
By: Xxxxxx X. Xxxxx, President
RES-CARE OHIO, INC.
(a "Maker")
-----------------------------------
By: Xxxxxx X. Xxxxx, President
COMMUNITY ALTERNATIVES OF
TEXAS, INC.
(a "Maker")
-----------------------------------
By: Xxxxxx X. Xxxxx, President
CATX PROPERTIES, INC.
(a "Maker")
-----------------------------------
By: Xxxxxx X. Xxxxx, President
A-2-5
42
RES-CARE CALIFORNIA, INC., d/b/a
RCCA Services
(a "Maker")
-----------------------------------
By: Xxxxxx X. Xxxxx, President
RES-CARE FLORIDA, INC.
(a "Maker")
-----------------------------------
By: Xxxxxx X. Xxxxx, President
RSCR CALIFORNIA, INC.
(a "Maker")
-----------------------------------
By: Xxxxxx X. Xxxxx, President
RES-CARE KANSAS, INC.
(a "Maker")
-----------------------------------
By: Xxxxxx X. Xxxxx, President
RES-CARE ILLINOIS, INC.
(a "Maker")
-----------------------------------
By: Xxxxxx X. Xxxxx, President
RES-CARE OKLAHOMA, INC.
(a "Maker")
-----------------------------------
By: Xxxxxx X. Xxxxx, President
A-2-6
43
RES-CARE TENNESSEE, INC.
(a "Maker")
-----------------------------------
By: Xxxxxx X. Xxxxx, President
RES-CARE TRAINING
TECHNOLOGIES, INC.
(a "Maker")
-----------------------------------
By: Xxxxxx X. Xxxxx, President
YOUTHTRACK, INC.
(a "Maker")
-----------------------------------
By: Xxxxxx X. Xxxxx, Chairman
RES-CARE PREMIER, INC.
(a "Maker")
-----------------------------------
By: Xxxxxx X. Xxxxx, President
RSCR PREMIER, INC.
(a "Maker")
-----------------------------------
By: Xxxxxx X. Xxxxx, President
RES-CARE NEW JERSEY, INC.
(a "Maker")
-----------------------------------
By: Xxxxxx X. Xxxxx, President
A-2-7
44
COMMUNITY ALTERNATIVES
KENTUCKY, INC.
(a "Maker")
-----------------------------------
By: Xxxxxx X. Xxxxx, President
ALTERNATIVE YOUTH SERVICES, INC.
(a "Maker")
-----------------------------------
By: Xxxxxx X. Xxxxx, President
COMMUNITY ALTERNATIVES
VIRGINIA, INC.
(a "Borrower")
By: Xxxxxx X. Xxxxx, President
-----------------------------------
RSCR WEST VIRGINIA, INC.
(a "Maker")
-----------------------------------
By: Xxxxxx X. Xxxxx, President
RAIMENT, INC.
(a "Maker")
-----------------------------------
By: Xxxxxx X. Xxxxx, President
A-2-8
45
EXHIBIT A-3
-----------
AMENDED AND RESTATED REVOLVING CREDIT PROMISSORY NOTE
$18,000,000.00 December 23, 1996
Restated as of June _, 1997
FOR VALUE RECEIVED, RES-CARE, INC., COMMUNITY ALTERNATIVES INDIANA,
INC., COMMUNITY ALTERNATIVES NEBRASKA, INC., COMMUNITY ADVANTAGE, INC., TEXAS
HOME MANAGEMENT, INC., CAPITAL TX INVESTMENTS, INC., THM HOMES, INC., RSCR
TEXAS, INC., formerly THM Properties, Inc., RES-CARE NEW MEXICO, INC., RES-CARE
OHIO, INC., COMMUNITY ALTERNATIVES OF TEXAS, INC., CATX PROPERTIES, INC.,
RES-CARE CALIFORNIA, INC., d/b/a RCCA Services, RES-CARE FLORIDA, 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., RSCR PREMIER, INC., RES-CARE NEW
JERSEY, INC., COMMUNITY ALTERNATIVES KENTUCKY, INC., ALTERNATIVE YOUTH SERVICES,
INC., COMMUNITY ALTERNATIVES VIRGINIA, INC., RSCR WEST VIRGINIA, INC., and
RAIMENT, INC. (collectively, the "Makers"), promise to pay to the order of
SUNTRUST BANK, NASHVILLE, N.A., a Tennessee banking corporation (the "Payee"),
on or before the Revolving Loan Commitment Termination Date (as defined in the
Loan Agreement defined below), the lesser of (y) Eighteen Million Dollars
($18,000,000.00), and (z) the unpaid aggregate principal amount of all advances
made by the Payee to the Makers as Revolving Credit Loans under the Loan
Agreement referred to below.
The Makers also promise to pay interest on the unpaid principal amount
hereof until paid at the rates, at the times and from the dates which shall be
determined in accordance with the provisions of that certain Loan Agreement
dated as of December 23, 1996, as amended (together with all future amendments,
modifications, supplements and/or restatements thereof, the "Loan Agreement";
capitalized terms used herein without definition shall have the meanings
assigned those terms in the Loan Agreement), entered into by and among the
Makers, the Banks party thereto (referred to herein individually as a "Bank" and
collectively as the "Banks"), and PNC Bank, Kentucky, Inc., as Administrative
Bank.
This Note is one of the Makers' "Revolving Credit Notes" and is issued
pursuant to and is entitled to the benefits of the Loan Agreement to which
reference is hereby made for a more complete statement of the terms and
conditions under which the Revolving Credit Loans evidenced hereby were or are
made and are to be repaid.
All payments of principal and interest in respect of this Note shall be
made in lawful money of the United States of America in same day funds at the
office of the Administrative Bank located at 000 Xxxx Xxxxxxxxx Xxxxxx,
Xxxxxxxxxx, Xxxxxxxx, or at such other place as shall be designated in
A-3-1
46
writing for such purpose in accordance with the terms of the Loan Agreement.
Until notified in writing of the transfer of this Note, the Makers and the
Administrative Bank shall be entitled to deem the Payee or such person who has
been so identified by the transferor in writing to the Makers and the
Administrative Bank as the holder of this Note, as the owner and holder of this
Note. Each of the Payee and any subsequent holder of this Note agrees that
before disposing of this Note or any part hereof it will make a notation hereon
or in its records of all principal payments previously made hereunder and of the
date to which interest herein has been paid; PROVIDED, HOWEVER, that the failure
to make a notation of any payment made on this Note shall not limit or otherwise
affect the obligation of the Makers hereunder with respect to payments of
principal or interest on this Note.
Whenever any payment on this Note shall be stated to be due on a day
which is not a Business Day, such payment shall be made on the next succeeding
Business Day and such extension of time shall be included in the computation of
the payment of interest on this Note; PROVIDED, HOWEVER, that if the day on
which any payment relating to a Euro-Rate Loan is due is not a Business Day but
is a day of the month after which no further Business Day occurs in such month,
then the due date thereof shall be the next preceding Business Day.
This Note is subject to prepayment at the option of the Makers as
provided in Section 2.4 of the Loan Agreement.
This Note is secured by the Stock Pledge Agreement and the Security
Agreements.
This Note is subject to restriction on transfer or assignment as
provided in Section 12 of the Loan Agreement.
THE LOAN AGREEMENT AND THIS NOTE SHALL BE GOVERNED BY, AND SHALL BE
CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE COMMONWEALTH
OF KENTUCKY, WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES.
Upon the occurrence of an Event of Default, the unpaid balance of the
principal amount of this Note may become, or may be declared to be, due and
payable in the manner, upon the conditions and with the effect provided in the
Loan Agreement.
The terms of this Note are subject to amendment only in the manner
provided in the Loan Agreement.
No reference herein to the Loan Agreement and no provision of this Note
or the Loan Agreement shall alter or impair the obligation of the Makers, which
is absolute and unconditional, to pay the principal of and interest on this Note
at the place, at the respective times, and in the currency herein prescribed.
A-3-2
47
The Makers promise to pay all reasonable costs and expenses, including
reasonable fees and expenses of counsel, as provided in Section 10.4 of the Loan
Agreement. The Makers hereby consent to all renewals and extensions of time at
or after the maturity hereof, without notice, and hereby waives diligence,
presentment, protest, demand and notice of every kind and, to the full extent
permitted by law, the right to plead any statute of limitations as a defense to
any demand hereunder.
This Note is delivered in amendment and restatement of, but not in
novation of, that Note of the Makers in the original amount of $12,500,000 dated
December 23, 1996.
A-3-3
48
IN WITNESS WHEREOF, the Makers have caused this Note to be executed and
delivered by its duly authorized officer, as of the day and year and the place
first above written.
RES-CARE, INC.
(a "Maker")
-----------------------------------
By: Xxxxxx X. Xxxxx, President and
Chief Executive Officer
COMMUNITY ALTERNATIVES INDIANA,
INC.
(a "Maker")
-----------------------------------
By: Xxxxxx X. Xxxxx, President
COMMUNITY ALTERNATIVES
NEBRASKA, INC.
(a "Maker")
-----------------------------------
By: Xxxxxx X. Xxxxx, President
COMMUNITY ADVANTAGE, INC.
(a "Maker")
-----------------------------------
By: Xxxxxx X. Xxxxx, President
TEXAS HOME MANAGEMENT, INC.
(a "Maker")
-----------------------------------
By: Xxxxxx X. Xxxxx, President
CAPITAL TX INVESTMENTS, INC.
(a "Maker")
-----------------------------------
By: Xxxxxx X. Xxxxx, President
A-3-4
49
THM HOMES, INC.
(a "Maker")
-----------------------------------
By: Xxxxxx X. Xxxxx, President
RSCR TEXAS, INC.
(a "Maker")
-----------------------------------
By: Xxxxxx X. Xxxxx, President
RES-CARE NEW MEXICO, INC.
(a "Maker")
-----------------------------------
By: Xxxxxx X. Xxxxx, President
RES-CARE OHIO, INC.
(a "Maker")
-----------------------------------
By: Xxxxxx X. Xxxxx, President
COMMUNITY ALTERNATIVES OF
TEXAS, INC.
(a "Maker")
-----------------------------------
By: Xxxxxx X. Xxxxx, President
CATX PROPERTIES, INC.
(a "Maker")
-----------------------------------
By: Xxxxxx X. Xxxxx, President
A-3-5
50
RES-CARE CALIFORNIA, INC., d/b/a
RCCA Services
(a "Maker")
-----------------------------------
By: Xxxxxx X. Xxxxx, President
RES-CARE FLORIDA, INC.
(a "Maker")
-----------------------------------
By: Xxxxxx X. Xxxxx, President
RSCR CALIFORNIA, INC.
(a "Maker")
-----------------------------------
By: Xxxxxx X. Xxxxx, President
RES-CARE KANSAS, INC.
(a "Maker")
-----------------------------------
By: Xxxxxx X. Xxxxx, President
RES-CARE ILLINOIS, INC.
(a "Maker")
-----------------------------------
By: Xxxxxx X. Xxxxx, President
RES-CARE OKLAHOMA, INC.
(a "Maker")
-----------------------------------
By: Xxxxxx X. Xxxxx, President
A-3-6
51
RES-CARE TENNESSEE, INC.
(a "Maker")
-----------------------------------
By: Xxxxxx X. Xxxxx, President
RES-CARE TRAINING
TECHNOLOGIES, INC.
(a "Maker")
-----------------------------------
By: Xxxxxx X. Xxxxx, President
YOUTHTRACK, INC.
(a "Maker")
-----------------------------------
By: Xxxxxx X. Xxxxx, Chairman
RES-CARE PREMIER, INC.
(a "Maker")
-----------------------------------
By: Xxxxxx X. Xxxxx, President
RSCR PREMIER, INC.
(a "Maker")
-----------------------------------
By: Xxxxxx X. Xxxxx, President
RES-CARE NEW JERSEY, INC.
(a "Maker")
-----------------------------------
By: Xxxxxx X. Xxxxx, President
A-3-7
52
COMMUNITY ALTERNATIVES
KENTUCKY, INC.
(a "Maker")
-----------------------------------
By: Xxxxxx X. Xxxxx, President
ALTERNATIVE YOUTH SERVICES, INC.
(a "Maker")
-----------------------------------
By: Xxxxxx X. Xxxxx, President
COMMUNITY ALTERNATIVES
VIRGINIA, INC.
(a "Borrower")
x By: Xxxxxx X. Xxxxx, President
-----------------------------------
RSCR WEST VIRGINIA, INC.
(a "Maker")
-----------------------------------
By: Xxxxxx X. Xxxxx, President
RAIMENT, INC.
(a "Maker")
-----------------------------------
By: Xxxxxx X. Xxxxx, President
A-3-8
53
EXHIBIT A-4
-----------
AMENDED AND RESTATED REVOLVING CREDIT PROMISSORY NOTE
$18,000,000.00 December 23, 1996
Restated as of June _, 1997
FOR VALUE RECEIVED, RES-CARE, INC., COMMUNITY ALTERNATIVES INDIANA,
INC., COMMUNITY ALTERNATIVES NEBRASKA, INC., COMMUNITY ADVANTAGE, INC., TEXAS
HOME MANAGEMENT, INC., CAPITAL TX INVESTMENTS, INC., THM HOMES, INC., RSCR
TEXAS, INC., formerly THM Properties, Inc., RES-CARE NEW MEXICO, INC., RES-CARE
OHIO, INC., COMMUNITY ALTERNATIVES OF TEXAS, INC., CATX PROPERTIES, INC.,
RES-CARE CALIFORNIA, INC., d/b/a RCCA Services, RES-CARE FLORIDA, 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., RSCR PREMIER, INC., RES-CARE NEW
JERSEY, INC., COMMUNITY ALTERNATIVES KENTUCKY, INC., ALTERNATIVE YOUTH SERVICES,
INC., COMMUNITY ALTERNATIVES VIRGINIA, INC., RSCR WEST VIRGINIA, INC., and
RAIMENT, INC. (collectively, the "Makers"), promise to pay to the order of BANK
ONE, KENTUCKY, NA, a national banking association (the "Payee"), on or before
the Revolving Loan Commitment Termination Date (as defined in the Loan Agreement
defined below), the lesser of (y) Eighteen Million Dollars ($18,000,000.00), and
(z) the unpaid aggregate principal amount of all advances made by the Payee to
the Makers as Revolving Credit Loans under the Loan Agreement referred to below.
The Makers also promise to pay interest on the unpaid principal amount
hereof until paid at the rates, at the times and from the dates which shall be
determined in accordance with the provisions of that certain Loan Agreement
dated as of December 23, 1996, as amended (together with all future amendments,
modifications, supplements and/or restatements thereof, the "Loan Agreement";
capitalized terms used herein without definition shall have the meanings
assigned those terms in the Loan Agreement), entered into by and among the
Makers, the Banks party thereto (referred to herein individually as a "Bank" and
collectively as the "Banks"), and PNC Bank, Kentucky, Inc., as Administrative
Bank.
This Note is one of the Makers' "Revolving Credit Notes" and is issued
pursuant to and is entitled to the benefits of the Loan Agreement to which
reference is hereby made for a more complete statement of the terms and
conditions under which the Revolving Credit Loans evidenced hereby were or are
made and are to be repaid.
All payments of principal and interest in respect of this Note shall be
made in lawful money of the United States of America in same day funds at the
office of the Administrative Bank located at 000 Xxxx Xxxxxxxxx Xxxxxx,
Xxxxxxxxxx, Xxxxxxxx, or at such other place as shall be designated in
A-4-1
54
writing for such purpose in accordance with the terms of the Loan Agreement.
Until notified in writing of the transfer of this Note, the Makers and the
Administrative Bank shall be entitled to deem the Payee or such person who has
been so identified by the transferor in writing to the Makers and the
Administrative Bank as the holder of this Note, as the owner and holder of this
Note. Each of the Payee and any subsequent holder of this Note agrees that
before disposing of this Note or any part hereof it will make a notation hereon
or in its records of all principal payments previously made hereunder and of the
date to which interest herein has been paid; PROVIDED, HOWEVER, that the failure
to make a notation of any payment made on this Note shall not limit or otherwise
affect the obligation of the Makers hereunder with respect to payments of
principal or interest on this Note.
Whenever any payment on this Note shall be stated to be due on a day
which is not a Business Day, such payment shall be made on the next succeeding
Business Day and such extension of time shall be included in the computation of
the payment of interest on this Note; PROVIDED, HOWEVER, that if the day on
which any payment relating to a Euro-Rate Loan is due is not a Business Day but
is a day of the month after which no further Business Day occurs in such month,
then the due date thereof shall be the next preceding Business Day.
This Note is subject to prepayment at the option of the Makers as
provided in Section 2.4 of the Loan Agreement.
This Note is secured by the Stock Pledge Agreement and the Security
Agreements.
This Note is subject to restriction on transfer or assignment as
provided in Section 12 of the Loan Agreement.
THE LOAN AGREEMENT AND THIS NOTE SHALL BE GOVERNED BY, AND SHALL BE
CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE COMMONWEALTH
OF KENTUCKY, WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES.
Upon the occurrence of an Event of Default, the unpaid balance of the
principal amount of this Note may become, or may be declared to be, due and
payable in the manner, upon the conditions and with the effect provided in the
Loan Agreement.
The terms of this Note are subject to amendment only in the manner
provided in the Loan Agreement.
No reference herein to the Loan Agreement and no provision of this Note
or the Loan Agreement shall alter or impair the obligation of the Makers, which
is absolute and unconditional, to pay the principal of and interest on this Note
at the place, at the respective times, and in the currency herein prescribed.
A-4-2
55
The Makers promise to pay all reasonable costs and expenses, including
reasonable fees and expenses of counsel, as provided in Section 10.4 of the Loan
Agreement. The Makers hereby consent to all renewals and extensions of time at
or after the maturity hereof, without notice, and hereby waives diligence,
presentment, protest, demand and notice of every kind and, to the full extent
permitted by law, the right to plead any statute of limitations as a defense to
any demand hereunder.
This Note is delivered in amendment and restatement of, but not in
novation of, that Note of the Makers in the original amount of $10,000,000 dated
December 23, 1996.
A-4-3
56
IN WITNESS WHEREOF, the Makers have caused this Note to be executed and
delivered by its duly authorized officer, as of the day and year and the place
first above written.
RES-CARE, INC.
(a "Maker")
-------------------------------------
By: Xxxxxx X. Xxxxx, President and
Chief Executive Officer
COMMUNITY ALTERNATIVES INDIANA,
INC.
(a "Maker")
-------------------------------------
By: Xxxxxx X. Xxxxx, President
COMMUNITY ALTERNATIVES
NEBRASKA, INC.
(a "Maker")
-------------------------------------
By: Xxxxxx X. Xxxxx, President
COMMUNITY ADVANTAGE, INC.
(a "Maker")
-------------------------------------
By: Xxxxxx X. Xxxxx, President
TEXAS HOME MANAGEMENT, INC.
(a "Maker")
-------------------------------------
By: Xxxxxx X. Xxxxx, President
CAPITAL TX INVESTMENTS, INC.
(a "Maker")
-------------------------------------
By: Xxxxxx X. Xxxxx, President
A-4-4
57
THM HOMES, INC.
(a "Maker")
-------------------------------------
By: Xxxxxx X. Xxxxx, President
RSCR TEXAS, INC.
(a "Maker")
-------------------------------------
By: Xxxxxx X. Xxxxx, President
RES-CARE NEW MEXICO, INC.
(a "Maker")
-------------------------------------
By: Xxxxxx X. Xxxxx, President
RES-CARE OHIO, INC.
(a "Maker")
-------------------------------------
By: Xxxxxx X. Xxxxx, President
COMMUNITY ALTERNATIVES OF
TEXAS, INC.
(a "Maker")
-------------------------------------
By: Xxxxxx X. Xxxxx, President
CATX PROPERTIES, INC.
(a "Maker")
-------------------------------------
By: Xxxxxx X. Xxxxx, President
A-4-5
58
RES-CARE CALIFORNIA, INC., d/b/a
RCCA Services
(a "Maker")
-------------------------------------
By: Xxxxxx X. Xxxxx, President
RES-CARE FLORIDA, INC.
(a "Maker")
-------------------------------------
By: Xxxxxx X. Xxxxx, President
RSCR CALIFORNIA, INC.
(a "Maker")
-------------------------------------
By: Xxxxxx X. Xxxxx, President
RES-CARE KANSAS, INC.
(a "Maker")
-------------------------------------
By: Xxxxxx X. Xxxxx, President
RES-CARE ILLINOIS, INC.
(a "Maker")
-------------------------------------
By: Xxxxxx X. Xxxxx, President
RES-CARE OKLAHOMA, INC.
(a "Maker")
-------------------------------------
By: Xxxxxx X. Xxxxx, President
A-4-6
59
RES-CARE TENNESSEE, INC.
(a "Maker")
-------------------------------------
By: Xxxxxx X. Xxxxx, President
RES-CARE TRAINING
TECHNOLOGIES, INC.
(a "Maker")
-------------------------------------
By: Xxxxxx X. Xxxxx, President
YOUTHTRACK, INC.
(a "Maker")
-------------------------------------
By: Xxxxxx X. Xxxxx, Chairman
RES-CARE PREMIER, INC.
(a "Maker")
-------------------------------------
By: Xxxxxx X. Xxxxx, President
RSCR PREMIER, INC.
(a "Maker")
-------------------------------------
By: Xxxxxx X. Xxxxx, President
RES-CARE NEW JERSEY, INC.
(a "Maker")
-------------------------------------
By: Xxxxxx X. Xxxxx, President
A-4-7
60
COMMUNITY ALTERNATIVES
KENTUCKY, INC.
(a "Maker")
-------------------------------------
By: Xxxxxx X. Xxxxx, President
ALTERNATIVE YOUTH SERVICES, INC.
(a "Maker")
-------------------------------------
By: Xxxxxx X. Xxxxx, President
COMMUNITY ALTERNATIVES
VIRGINIA, INC.
(a "Borrower")
By: Xxxxxx X. Xxxxx, President
-------------------------------------
RSCR WEST VIRGINIA, INC.
(a "Maker")
-------------------------------------
By: Xxxxxx X. Xxxxx, President
RAIMENT, INC.
(a "Maker")
-------------------------------------
By: Xxxxxx X. Xxxxx, President
A-4-8
61
EXHIBIT A-5
-----------
REVOLVING CREDIT PROMISSORY NOTE
$10,000,000.00 June _, 1997
FOR VALUE RECEIVED, RES-CARE, INC., COMMUNITY ALTERNATIVES INDIANA,
INC., COMMUNITY ALTERNATIVES NEBRASKA, INC., COMMUNITY ADVANTAGE, INC., TEXAS
HOME MANAGEMENT, INC., CAPITAL TX INVESTMENTS, INC., THM HOMES, INC., RSCR
TEXAS, INC., formerly THM Properties, Inc., RES-CARE NEW MEXICO, INC., RES-CARE
OHIO, INC., COMMUNITY ALTERNATIVES OF TEXAS, INC., CATX PROPERTIES, INC.,
RES-CARE CALIFORNIA, INC., d/b/a RCCA Services, RES-CARE FLORIDA, 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., RSCR PREMIER, INC., RES-CARE NEW
JERSEY, INC., COMMUNITY ALTERNATIVES KENTUCKY, INC., ALTERNATIVE YOUTH SERVICES,
INC., COMMUNITY ALTERNATIVES VIRGINIA, INC., RSCR WEST VIRGINIA, INC., and
RAIMENT, INC. (collectively, the "Makers"), promise to pay to the order of
WACHOVIA BANK, N.A., a national banking association (the "Payee"), on or before
the Revolving Loan Commitment Termination Date (as defined in the Loan Agreement
defined below), the lesser of (y) Ten Million Dollars ($10,000,000.00), and (z)
the unpaid aggregate principal amount of all advances made by the Payee to the
Makers as Revolving Credit Loans under the Loan Agreement referred to below.
The Makers also promise to pay interest on the unpaid principal amount
hereof until paid at the rates, at the times and from the dates which shall be
determined in accordance with the provisions of that certain Loan Agreement
dated as of December 23, 1996, as amended (together with all future amendments,
modifications, supplements and/or restatements thereof, the "Loan Agreement";
capitalized terms used herein without definition shall have the meanings
assigned those terms in the Loan Agreement), entered into by and among the
Makers, the Banks party thereto (referred to herein individually as a "Bank" and
collectively as the "Banks"), and PNC Bank, Kentucky, Inc., as Administrative
Bank.
This Note is one of the Makers' "Revolving Credit Notes" and is issued
pursuant to and is entitled to the benefits of the Loan Agreement to which
reference is hereby made for a more complete statement of the terms and
conditions under which the Revolving Credit Loans evidenced hereby were or are
made and are to be repaid.
All payments of principal and interest in respect of this Note shall be
made in lawful money of the United States of America in same day funds at the
office of the Administrative Bank located at 000 Xxxx Xxxxxxxxx Xxxxxx,
Xxxxxxxxxx, Xxxxxxxx, or at such other place as shall be designated in writing
for such purpose in accordance with the terms of the Loan Agreement. Until
notified in
A-5-1
62
writing of the transfer of this Note, the Makers and the Administrative Bank
shall be entitled to deem the Payee or such person who has been so identified by
the transferor in writing to the Makers and the Administrative Bank as the
holder of this Note, as the owner and holder of this Note. Each of the Payee and
any subsequent holder of this Note agrees that before disposing of this Note or
any part hereof it will make a notation hereon or in its records of all
principal payments previously made hereunder and of the date to which interest
herein has been paid; PROVIDED, HOWEVER, that the failure to make a notation of
any payment made on this Note shall not limit or otherwise affect the obligation
of the Makers hereunder with respect to payments of principal or interest on
this Note.
Whenever any payment on this Note shall be stated to be due on a day
which is not a Business Day, such payment shall be made on the next succeeding
Business Day and such extension of time shall be included in the computation of
the payment of interest on this Note; PROVIDED, HOWEVER, that if the day on
which any payment relating to a Euro-Rate Loan is due is not a Business Day but
is a day of the month after which no further Business Day occurs in such month,
then the due date thereof shall be the next preceding Business Day.
This Note is subject to prepayment at the option of the Makers as
provided in Section 2.4 of the Loan Agreement.
This Note is secured by the Stock Pledge Agreement and the Security
Agreements.
This Note is subject to restriction on transfer or assignment as
provided in Section 12 of the Loan Agreement.
THE LOAN AGREEMENT AND THIS NOTE SHALL BE GOVERNED BY, AND SHALL BE
CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE COMMONWEALTH
OF KENTUCKY, WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES.
Upon the occurrence of an Event of Default, the unpaid balance of the
principal amount of this Note may become, or may be declared to be, due and
payable in the manner, upon the conditions and with the effect provided in the
Loan Agreement.
The terms of this Note are subject to amendment only in the manner
provided in the Loan Agreement.
No reference herein to the Loan Agreement and no provision of this Note
or the Loan Agreement shall alter or impair the obligation of the Makers, which
is absolute and unconditional, to pay the principal of and interest on this Note
at the place, at the respective times, and in the currency herein prescribed.
A-5-2
63
The Makers promise to pay all reasonable costs and expenses, including
reasonable fees and expenses of counsel, as provided in Section 10.4 of the Loan
Agreement. The Makers hereby consent to all renewals and extensions of time at
or after the maturity hereof, without notice, and hereby waives diligence,
presentment, protest, demand and notice of every kind and, to the full extent
permitted by law, the right to plead any statute of limitations as a defense to
any demand hereunder.
A-5-3
64
IN WITNESS WHEREOF, the Makers have caused this Note to be executed and
delivered by its duly authorized officer, as of the day and year and the place
first above written.
RES-CARE, INC.
(a "Maker")
--------------------------------------
By: Xxxxxx X. Xxxxx, President and
Chief Executive Officer
COMMUNITY ALTERNATIVES INDIANA,
INC.
(a "Maker")
--------------------------------------
By: Xxxxxx X. Xxxxx, President
COMMUNITY ALTERNATIVES
NEBRASKA, INC.
(a "Maker")
--------------------------------------
By: Xxxxxx X. Xxxxx, President
COMMUNITY ADVANTAGE, INC.
(a "Maker")
--------------------------------------
By: Xxxxxx X. Xxxxx, President
TEXAS HOME MANAGEMENT, INC.
(a "Maker")
--------------------------------------
By: Xxxxxx X. Xxxxx, President
CAPITAL TX INVESTMENTS, INC.
(a "Maker")
--------------------------------------
By: Xxxxxx X. Xxxxx, President
A-5-4
65
THM HOMES, INC.
(a "Maker")
--------------------------------------
By: Xxxxxx X. Xxxxx, President
RSCR TEXAS, INC.
(a "Maker")
--------------------------------------
By: Xxxxxx X. Xxxxx, President
RES-CARE NEW MEXICO, INC.
(a "Maker")
--------------------------------------
By: Xxxxxx X. Xxxxx, President
RES-CARE OHIO, INC.
(a "Maker")
--------------------------------------
By: Xxxxxx X. Xxxxx, President
COMMUNITY ALTERNATIVES OF
TEXAS, INC.
(a "Maker")
--------------------------------------
By: Xxxxxx X. Xxxxx, President
CATX PROPERTIES, INC.
(a "Maker")
--------------------------------------
By: Xxxxxx X. Xxxxx, President
A-5-5
66
RES-CARE CALIFORNIA, INC., d/b/a
RCCA Services
(a "Maker")
--------------------------------------
By: Xxxxxx X. Xxxxx, President
RES-CARE FLORIDA, INC.
(a "Maker")
--------------------------------------
By: Xxxxxx X. Xxxxx, President
RSCR CALIFORNIA, INC.
(a "Maker")
--------------------------------------
By: Xxxxxx X. Xxxxx, President
RES-CARE KANSAS, INC.
(a "Maker")
--------------------------------------
By: Xxxxxx X. Xxxxx, President
RES-CARE ILLINOIS, INC.
(a "Maker")
--------------------------------------
By: Xxxxxx X. Xxxxx, President
RES-CARE OKLAHOMA, INC.
(a "Maker")
--------------------------------------
By: Xxxxxx X. Xxxxx, President
A-5-6
67
RES-CARE TENNESSEE, INC.
(a "Maker")
--------------------------------------
By: Xxxxxx X. Xxxxx, President
RES-CARE TRAINING
TECHNOLOGIES, INC.
(a "Maker")
--------------------------------------
By: Xxxxxx X. Xxxxx, President
YOUTHTRACK, INC.
(a "Maker")
--------------------------------------
By: Xxxxxx X. Xxxxx, Chairman
RES-CARE PREMIER, INC.
(a "Maker")
--------------------------------------
By: Xxxxxx X. Xxxxx, President
RSCR PREMIER, INC.
(a "Maker")
--------------------------------------
By: Xxxxxx X. Xxxxx, President
RES-CARE NEW JERSEY, INC.
(a "Maker")
--------------------------------------
By: Xxxxxx X. Xxxxx, President
A-5-7
68
COMMUNITY ALTERNATIVES
KENTUCKY, INC.
(a "Maker")
--------------------------------------
By: Xxxxxx X. Xxxxx, President
ALTERNATIVE YOUTH SERVICES, INC.
(a "Maker")
--------------------------------------
By: Xxxxxx X. Xxxxx, President
COMMUNITY ALTERNATIVES
VIRGINIA, INC.
(a "Borrower")
By: Xxxxxx X. Xxxxx, President
--------------------------------------
RSCR WEST VIRGINIA, INC.
(a "Maker")
--------------------------------------
By: Xxxxxx X. Xxxxx, President
RAIMENT, INC.
(a "Maker")
--------------------------------------
By: Xxxxxx X. Xxxxx, President
A-5-8
69
EXHIBIT B
---------
AMENDED AND RESTATED SWING LINE PROMISSORY NOTE
$12,500,000.00 December 23, 1996
Restated as of June _, 1997
FOR VALUE RECEIVED, RES-CARE, INC., COMMUNITY ALTERNATIVES INDIANA,
INC., COMMUNITY ALTERNATIVES NEBRASKA, INC., COMMUNITY ADVANTAGE, INC., TEXAS
HOME MANAGEMENT, INC., CAPITAL TX INVESTMENTS, INC., THM HOMES, INC., RSCR
TEXAS, INC., formerly THM Properties, Inc., RES-CARE NEW MEXICO, INC., RES-CARE
OHIO, INC., COMMUNITY ALTERNATIVES OF TEXAS, INC., CATX PROPERTIES, INC.,
RES-CARE CALIFORNIA, INC., d/b/a RCCA Services, RES-CARE FLORIDA, 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., RSCR PREMIER, INC., RES-CARE NEW
JERSEY, INC., COMMUNITY ALTERNATIVES KENTUCKY, INC., ALTERNATIVE YOUTH SERVICES,
INC., COMMUNITY ALTERNATIVES VIRGINIA, INC., RSCR WEST VIRGINIA, INC., and
RAIMENT, INC. (collectively, the "Makers"), promise to pay to the order of PNC
BANK, KENTUCKY, INC., a Kentucky banking corporation (the "Payee"), on or before
the Swing Line Commitment Termination Date (as defined in the Loan Agreement
defined below), the lesser of (y) Twelve Million Five Hundred Thousand Dollars
($12,500,000.00), and (z) the unpaid aggregate principal amount of all advances
made by the Payee to the Makers as Swing Line Loans under the Loan Agreement
referred to below.
The Makers also promise to pay interest on the unpaid principal amount
hereof until paid at the rates, at the times and from the dates which shall be
determined in accordance with the provisions of that certain Loan Agreement
dated as of December 23, 1996, as amended (together with all future amendments,
modifications, supplements and/or restatements thereof, the "Loan Agreement";
capitalized terms used herein without definition shall have the meanings
assigned those terms in the Loan Agreement), entered into by and among the
Makers, the Banks party thereto (referred to herein individually as a "Bank" and
collectively as the "Banks"), and PNC Bank, Kentucky, Inc., as Administrative
Bank.
This Note is the Makers' "Swing Line Note" and is issued pursuant to
and is entitled to the benefits of the Loan Agreement to which reference is
hereby made for a more complete statement of the terms and conditions under
which the Swing Line Loans evidenced hereby were or are made and are to be
repaid.
All payments of principal and interest in respect of this Note shall be
made in lawful money of the United States of America in same day funds at the
office of the Administrative Bank located at 000 Xxxx Xxxxxxxxx Xxxxxx,
Xxxxxxxxxx, Xxxxxxxx, or at such other place as shall be designated in
B-1
70
writing for such purpose in accordance with the terms of the Loan Agreement.
Until notified in writing of the transfer of this Note, the Makers and the
Administrative Bank shall be entitled to deem the Payee or such person who has
been so identified by the transferor in writing to the Makers and the
Administrative Bank as the holder of this Note, as the owner and holder of this
Note. Each of the Payee and any subsequent holder of this Note agrees that
before disposing of this Note or any part hereof it will make a notation hereon
or in its records of all principal payments previously made hereunder and of the
date to which interest herein has been paid; PROVIDED, HOWEVER, that the failure
to make a notation of any payment made on this Note shall not limit or otherwise
affect the obligation of the Makers hereunder with respect to payments of
principal or interest on this Note.
Whenever any payment on this Note shall be stated to be due on a day
which is not a Business Day, such payment shall be made on the next succeeding
Business Day and such extension of time shall be included in the computation of
the payment of interest on this Note; PROVIDED, HOWEVER, that if the day on
which any payment relating to a Euro-Rate Loan is due is not a Business Day but
is a day of the month after which no further Business Day occurs in such month,
then the due date thereof shall be the next preceding Business Day.
This Note is subject to prepayment at the option of the Makers.
This Note is secured by the Stock Pledge Agreement and the Security
Agreements.
This Note is subject to restriction on transfer or assignment as
provided in Section 12 of the Loan Agreement.
THE LOAN AGREEMENT AND THIS NOTE SHALL BE GOVERNED BY, AND SHALL BE
CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE COMMONWEALTH
OF KENTUCKY, WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES.
Upon the occurrence of an Event of Default, the unpaid balance of the
principal amount of this Note may become, or may be declared to be, due and
payable in the manner, upon the conditions and with the effect provided in the
Loan Agreement.
The terms of this Note are subject to amendment only in the manner
provided in the Loan Agreement.
No reference herein to the Loan Agreement and no provision of this Note
or the Loan Agreement shall alter or impair the obligation of the Makers, which
is absolute and unconditional, to pay the principal of and interest on this Note
at the place, at the respective times, and in the currency herein prescribed.
B-2
71
The Makers promise to pay all reasonable costs and expenses, including
reasonable fees and expenses of counsel, as provided in Section 10.4 of the Loan
Agreement. The Makers hereby consent to all renewals and extensions of time at
or after the maturity hereof, without notice, and hereby waives diligence,
presentment, protest, demand and notice of every kind and, to the full extent
permitted by law, the right to plead any statute of limitations as a defense to
any demand hereunder.
This Note is delivered in amendment and restatement of, but not in
novation of, that Swing Line Note of the Makers in the original amount of
$7,500,000 dated December 23, 1996.
B-3
72
IN WITNESS WHEREOF, the Makers have caused this Note to be executed and
delivered by its duly authorized officer, as of the day and year and the place
first above written.
RES-CARE, INC.
(a "Maker")
--------------------------------------
By: Xxxxxx X. Xxxxx, President and
Chief Executive Officer
COMMUNITY ALTERNATIVES INDIANA,
INC.
(a "Maker")
--------------------------------------
By: Xxxxxx X. Xxxxx, President
COMMUNITY ALTERNATIVES
NEBRASKA, INC.
(a "Maker")
--------------------------------------
By: Xxxxxx X. Xxxxx, President
COMMUNITY ADVANTAGE, INC.
(a "Maker")
--------------------------------------
By: Xxxxxx X. Xxxxx, President
TEXAS HOME MANAGEMENT, INC.
(a "Maker")
--------------------------------------
By: Xxxxxx X. Xxxxx, President
CAPITAL TX INVESTMENTS, INC.
(a "Maker")
--------------------------------------
By: Xxxxxx X. Xxxxx, President
B-4
73
THM HOMES, INC.
(a "Maker")
--------------------------------------
By: Xxxxxx X. Xxxxx, President
RSCR TEXAS, INC.
(a "Maker")
--------------------------------------
By: Xxxxxx X. Xxxxx, President
RES-CARE NEW MEXICO, INC.
(a "Maker")
--------------------------------------
By: Xxxxxx X. Xxxxx, President
RES-CARE OHIO, INC.
(a "Maker")
--------------------------------------
By: Xxxxxx X. Xxxxx, President
COMMUNITY ALTERNATIVES OF
TEXAS, INC.
(a "Maker")
--------------------------------------
By: Xxxxxx X. Xxxxx, President
CATX PROPERTIES, INC.
(a "Maker")
--------------------------------------
By: Xxxxxx X. Xxxxx, President
B-5
74
RES-CARE CALIFORNIA, INC., d/b/a
RCCA Services
(a "Maker")
--------------------------------------
By: Xxxxxx X. Xxxxx, President
RES-CARE FLORIDA, INC.
(a "Maker")
--------------------------------------
By: Xxxxxx X. Xxxxx, President
RSCR CALIFORNIA, INC.
(a "Maker")
--------------------------------------
By: Xxxxxx X. Xxxxx, President
RES-CARE KANSAS, INC.
(a "Maker")
--------------------------------------
By: Xxxxxx X. Xxxxx, President
RES-CARE ILLINOIS, INC.
(a "Maker")
--------------------------------------
By: Xxxxxx X. Xxxxx, President
RES-CARE OKLAHOMA, INC.
(a "Maker")
--------------------------------------
By: Xxxxxx X. Xxxxx, President
B-6
75
RES-CARE TENNESSEE, INC.
(a "Maker")
--------------------------------------
By: Xxxxxx X. Xxxxx, President
RES-CARE TRAINING
TECHNOLOGIES, INC.
(a "Maker")
--------------------------------------
By: Xxxxxx X. Xxxxx, President
YOUTHTRACK, INC.
(a "Maker")
--------------------------------------
By: Xxxxxx X. Xxxxx, Chairman
RES-CARE PREMIER, INC.
(a "Maker")
--------------------------------------
By: Xxxxxx X. Xxxxx, President
RSCR PREMIER, INC.
(a "Maker")
--------------------------------------
By: Xxxxxx X. Xxxxx, President
RES-CARE NEW JERSEY, INC.
(a "Maker")
--------------------------------------
By: Xxxxxx X. Xxxxx, President
B-7
76
COMMUNITY ALTERNATIVES
KENTUCKY, INC.
(a "Maker")
--------------------------------------
By: Xxxxxx X. Xxxxx, President
ALTERNATIVE YOUTH SERVICES, INC.
(a "Maker")
--------------------------------------
By: Xxxxxx X. Xxxxx, President
COMMUNITY ALTERNATIVES
VIRGINIA, INC.
(a "Borrower")
By: Xxxxxx X. Xxxxx, President
--------------------------------------
RSCR WEST VIRGINIA, INC.
(a "Maker")
--------------------------------------
By: Xxxxxx X. Xxxxx, President
RAIMENT, INC.
(a "Maker")
--------------------------------------
By: Xxxxxx X. Xxxxx, President
B-8
77
EXHIBIT C
Exhibit A
to Stock Pledge Agreement
between Res-Care, Inc.
and
PNC Bank, Kentucky, Inc.,
as Administrative Bank
----------------------
C-1
